Nanosonics
Annual Report 2017

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Annual Report Overview Who we are and our mission Overview We are Nanosonics (ASX: NAN). We have developed a unique automated disinfection technology, which is the first major innovation in high level disinfection (HLD) for ultrasound probes in more than 20 years. This proprietary technology is now being introduced around the world and has the opportunity to become the new standard of care as it safely and effectively addresses the issues with traditional ultrasound probe disinfection practices. Nanosonics is also investing in research and development to deliver a range of new innovations to address significant unmet needs in the area of infection prevention. Our mission is to improve the safety of patients, clinics, their staff and the environment by transforming the way infection prevention practices are understood and conducted, and introducing innovative technologies that deliver improved standards of care. Nanosonics Annual Report 2017 Overview Contents Contents Overview Financial report 22 53 54 55 59 93 94 Directors’ report Contents of the financial statements Auditor’s independence declaration Financial statements Notes to the financial statements Directors’ declaration Independent auditor’s report to the members 100 Shareholder information Directory 102 Corporate directory and information for investors 103 Glossary < 02 Who we are and our mission Financials snapshot From the top 04 06 Chairman’s letter CEO’s report Regional highlights 10 12 14 ESG 15 North America Europe Asia Pacific Environmental, social and governance (ESG) Product 16 17 Bios 18 20 ‘trophon’ today for a safer tomorrow trophon® product suite The Board and Company Secretaries Executive team 1 1 Overview Financials snapshot +58% Sales Total sales for the year were $67.5 million, an increase of 58%, driven mainly by continued strong adoption in North America and growing uptake in the UK. +56% Gross profit Gross profit increased 56% in line with the increase in sales and reflecting changes in the sales mix between distribution channels and product categories. $13.9m Profit/(loss) before tax Profit before tax was $13.9 million or 21% of total sales, driven by strong sales growth. $15.1m Free cash flow m 9 . 4 1 $ m 5 . 1 2 $ m 2 . 2 2 $ m 8 . 2 4 $ m 5 . 7 6 $ 2013 2014 2015 2016 2017 m 5 . 8 $ m 9 . 3 1 $ m 3 . 5 1 $ m 2 . 2 3 $ . m 2 0 5 $ 2013 2014 2015 2016 2017 m 7 . 5 $ – m 6 . 2 $ – m 5 . 5 $ – m 1 . 0 $ . m 9 3 1 $ 2013 2014 2015 2016 2017 The Company recorded its second full year of positive free cash flow with a significant increase to $15.1 million. m 9 . 5 $ – m 1 . 3 $ – m 7 . 4 $ – m 9 . 1 $ m 1 . 5 1 $ 2013 2014 2015 2016 2017 t o h s p a n s s a c n a n F l i i 2 Nanosonics Annual Report 2017 Overview Financials snapshot 2009–2017 Results 2017 $’000 2016 $’000 2015 $’000 2014 $’000 2013 $’000 2012 $’000 2011 $’000 2010 $’000 2009 $’000 Revenue Operating revenue 67,507 42,796 22,214 21,492 14,899 12,301 2,247 763 309 Cost of sales Gross profit Other income (17,352) (10,630) (6,901) (7,571) (6,428) (4,799) (981) (284) (121) 50,155 32,166 15,313 13,921 8,471 7,502 1,266 479 188 Government grants received – 120 119 1,666 1,498 150 780 13 2,189 1,709 – – – – 161 150 – – Others Expenses Operating expenses (excluding depreciation and amortisation) (36,825) (31,349) (22,353) (19,141) (15,335) (12,634) (13,229) (8,827) (9,867) EBITDA 14,110 950 (4,732) (1,845) (5,366) (4,982) (11,963) (8,187) (9,529) Depreciation, amortisation and impairment EBIT Interest income Interest expense (1,244) (1,309) (1,063) (975) (1,044) (914) (1,010) (771) (419) 12,866 (359) (5,795) (2,820) (6,410) (5,896) (12,973) (8,958) (9,948) 1,063 1,098 928 739 1,192 586 1,052 785 1,194 (77) (603) (598) (555) (517) – – – – Operating income/(loss) before tax 13,852 136 (5,465) (2,636) (5,735) (5,310) (11,921) (8,173) (8,754) Net income tax benefit/(expense) 12,306 (14) 5 31 (33) 631 707 – – Operating income/(loss) after tax Cash Assets 26,158 122 (5,460) (2,605) (5,768) (4,679) (11,214) (8,173) (8,754) Cash and cash equivalents 62,989 48,841 45,724 21,233 24,064 29,310 12,356 21,144 13,881 3 From the top Chairman’s letter Chairman’s letter On behalf of the Board of Directors, I am pleased to present our Nanosonics 2017 Annual Report. The past year saw Nanosonics achieve a number of important milestones in terms of its core trophon growth, the development of its global market presence and, strategically, its new product pipeline. During the year, sales increased 58% to $67.5 million, driven by a 41% increase in the global installed base of trophon units to over 14,100 and a rapidly growing annuity revenue stream from our consumables portfolio. The continued strong adoption of trophon technology has resulted in the Company reporting a significant pre-tax profit of $13.9 million, with free cash flow for the year of $15.1 million and a balance of $63.0 million of cash and cash equivalents. The expansion and performance of the business over the last year saw Nanosonics included in the S&P/ASX 200 from December 2016. In North America, the Company’s “go deep and wide” marketing strategy resulted in trophon now being adopted in multiple departments in more than 3,500 facilities. In addition, we now enjoy formal OEM partnerships with nearly all the major ultrasound probe manufacturers who are actively recommending and selling trophon devices to their customers. After the sale to an OEM, Nanosonics is responsible for the ongoing training, service and, importantly, consumables business. These initiatives have resulted in the installed base in North America increasing to approximately 12,400 units. This figure represents around 31% of the estimated 40,000 unit installed base potential in North America. Nanosonics is now putting in place sales programs leveraging our installed base of high profile adopters in the US market to drive further growth. 14,100+ INSTALLED GLOBALLY AND GROWING +58% SALES INCREASE THIS YEAR $$ 165+ PEOPLE IN OUR TEAM WORLD WIDE 4 Nanosonics Annual Report 2017 From the top Chairman’s letter “The past year saw Nanosonics achieve a number of important milestones in terms of its core trophon growth, the development of its global market presence and, strategically, its new product pipeline.” Global market expansion continued with the start of Canada’s direct sales operation and the signing of a distribution agreement with Sakura Seiki, Japan’s leading infection prevention company, for the introduction of trophon. Distribution strategies in a number of countries in the Middle East progressed and are expected to be finalised in early FY18. Guidelines are a major key to driving accelerated momentum in the broad recognition of trophon as the standard of care internationally. This year the fundamentals for global adoption of trophon were further strengthened by new guidelines reinforcing the importance of high level disinfection being published by leading international bodies with more expected in 2018. Our commitment is to continue to grow the trophon ecosystem as a core business and value driver. In parallel we have increased investment in Research & Development by over 30% to a total of $9.5 million. We have focussed our resources largely on high value, regulated, infection and microbial control markets with the potential for significant recurrent consumables revenue. It is anticipated that there will be a number of new product introductions over the coming years targetting a minumum of two over the next two years. Over the last year, the Nanosonics team has grown to over 165 people located in Australia, the Unites States, Canada and across Europe. On behalf of the Board, I would like to thank our outstanding CEO Michael Kavanagh, his world class leadership group and our remarkable team for their dedication and focussed efforts that are contributing daily to the ever increasing success of the Company. to Nanosonics growth as an international success. To this end, I am also delighted to welcome Marie McDonald to the Board as a Non-executive Director. Marie’s strong contribution to the Board has been evident as a result of her extensive background in corporate and commercial law and her interest in science. Nanosonics has now established itself as an emerging leader and innovative pioneer in delivering our products and services to a world market with even greater needs, based on our commitment to “infection prevention for life”. The Company is now in a strong position to leverage its experience, global market footprint, cash resources and, most importantly, human capital and intellectual property to drive success and shareholder value now and into a bright future. I would like to recognise the outstanding efforts of my fellow Board members, each of whom brings a depth and breadth of skills and indeed commitment that has been fundamental Mr Maurie Stang Chairman 24 August 2017 5 From the top CEO’s report CEO’s report The 2017 financial year has been one of significant achievement and progress across all aspects of Nanosonics’ business. Record sales and profit results were achieved, adoption of trophon grew within existing countries, and market fundamentals continued to strengthen with the introduction of a series of new guidelines. Our geographical expansion strategy progressed as we entered into the significant Japanese market with the leading Japanese infection prevention company, Sakura Seiki. In addition, negotiations with a number of distribution partners in the Middle East are progressing and close to finalisation. Operational capabilities and capacity expanded through growth of our talented workforce as well as implementation of important scalability initiatives such as Lean Manufacturing. Our R&D program made significant progress with a number of novel and innovative infection prevention solutions, allowing us to move into the next phase of development work and investment in FY18. These combined outcomes from the business not only delivered excellent financial results but importantly have also set the stage for the implementation of the next phase of our strategic agenda. The Nanosonics corporate strategy is focussed on five core areas, namely: 1 CUSTOMER EXPERIENCE 2 PRODUCT INNOVATION 3 OPERATIONAL EXCELLENCE 4 PEOPLE ENGAGEMENT 5 VALUE CREATION Significant outcomes were achieved throughout the FY17 financial year across each of these core areas. 6 Nanosonics Annual Report 2017 From the top CEO’s report “Record sales and profit results were achieved, adoption of trophon grew within existing countries, and market fundamentals continued to strengthen with the introduction of a series of new guidelines.” Customer Experience Our suite of Customer Experience objectives is focussed on establishing our offerings as new standards of care globally and providing customers with a convenient and consistent experience with our product and brand. Some of the key highlights for the year included: trophon becoming established as the new standard and benchmark Ongoing educational, marketing and sales efforts throughout the year by Nanosonics and its distributor partners resulted in the installed base in North America growing by 42% to 12,400 units across more than 3,500 facilities. Globally the installed base grew to over 14,100 units. In North America alone, ultrasound probes are trophoned approximately 40,000 times a day and the figure is growing on a daily basis. +42% INSTALLED BASE INCREASE IN NORTH AMERICA ULTRASOUND PROBES TROPHONED IN NORTH AMERICA 40,000 TIMES A DAY New international guidelines emerging which strengthen the fundamentals for global adoption of trophon Throughout FY17, trophon was referenced in a number of new guidelines as meeting the required optimal benchmarks of automation as well as clinical efficacy, traceability and probe compatibility. New guidelines were published by international bodies including the World Federation for Ultrasound in Medicine and Biology (WFUMB), Australasian Society for Ultrasound in Medicine/Australasian College for Infection Prevention and Control, and the Health Service Executive in Ireland. In Germany, the first official statement by DGKH (German Hospital Hygiene Society) on ultrasound reprocessing was made. This statement reinforced the guidelines of the commission for hospital hygiene and infection prevention at the Robert-Koch-Institute (RKI) and the Federal Institute for Drugs and Medical Devices (BfArM). The DGKH stated that ultrasound probe OEMs must prove efficacy of their recommended decontamination process by expert report. It also stated that if multiple decontamination options are available then the safest one, usually automated, should be chosen. All these guidelines reiterate the importance of high level disinfection for all semi-critical probes. Further guidelines are expected in FY18, including guidelines from the European Society of Radiology (ESR). This follows the outcomes of research amongst ESR members, which clearly demonstrated the requirement to develop a set of European recommendations encompassing all ultrasound examinations, together with education as a priority. New guidelines are also expected in England, not only from the Hospital Infection Society but also from the British Society for Ultrasound in Medicine. 7 Throughout the year a series of market research activities as well as professional society engagements were undertaken to further confirm important areas of unmet need. The technology research feasibility phase of the product development process was completed on a number of innovations, which now provides confidence to move to the next stage of development in FY18. It is expected that a minimum of two new products will be launched over the next two years. Strengthening IP position Nanosonics’ patent portfolio continued to make good progress in FY17 with nine applications successfully passing examination to proceed to allowance or grant. Patents were granted in the US, Europe, Canada, Australia and Korea. Operational Excellence Our Operational Excellence objectives are focussed on ensuring Nanosonics is agile and has scalable, compliant and performance focussed processes. Expanding global operations Nanosonics now has an international operational presence with direct facilities in Australia, North America, the UK and Germany. At the end of FY17, the Nanosonics North American services and logistics group moved to a larger facility to support ongoing growth. This new facility not only expands our direct service operation but also enables full in house direct order fulfilment capabilities, which will be phased in over FY18. A new warehouse and service facility was also established in the UK to service the important, growing UK market. Lean Manufacturing As part of our scalability objectives, a Lean Manufacturing program was introduced during the year. The goal of the program was to increase our manufacturing capacity to double the manufacturing output in half the space. This goal was achieved by the end of FY17 and improves our manufacturing capacity for trophon and new products moving forward. From the top CEO’s report Nanosonics establishing itself as an infection prevention leader Education and awareness activities continued throughout the year and included some key initiatives to position Nanosonics as an infection prevention leader and our products as standards of care. To gain a better understanding of the level of awareness of ultrasound-related infection risk and reprocessing requirements, we commissioned research in the US amongst infection preventionists responsible for high level disinfection of medical devices within hospitals. The results found critical gaps in awareness and understanding of ultrasound probe reprocessing requirements and practices among many respondents. An expert roundtable of infection prevention experts was subsequently convened to discuss the survey implications and offer recommendations. This was followed by a joint statement in Infection Control Today (ICT), “Ultrasound Probe Infection Risk; A Call to Action”, highlighting the need for immediate action to bridge gaps in awareness and enhance knowledge of reprocessing requirements and practices. The Call to Action also recommended prioritising national guidance and activities to improve education and awareness. Educational webinars amongst the infection prevention community, with presentations from members of the expert roundtable, have commenced as part of Nanosonics’ Customer education program. Geographical expansion – a core growth strategy A core part of Nanosonics’ growth strategy is geographical expansion and a key focus in FY17 was finalising the market commercialisation and distribution strategy for the important Japanese market. In June 2017, Nanosonics signed a distribution agreement with Japan’s leading infection prevention company, Sakura Seiki, for the introduction of trophon. Local pre-marketing and clinical activities are due to commence in Japan in early FY18. In the Middle East, registrations are now in place in Saudi Arabia, Kuwait, Qatar and the United Arab Emirates, and distribution arrangements in a number of these countries progressed positively with agreements expected to be signed in early FY18. Product Innovation Our Product Innovation objectives focus on identifying unmet customer needs and then developing and bringing to market a portfolio of innovative products that address those needs. R&D investment identifies a number of exciting new opportunities Product expansion through strategic investment in R&D is a core growth strategy for Nanosonics. In FY17, $9.5 million was invested across R&D and Design & Development. 8 Nanosonics Annual Report 2017 From the top CEO’s report People Engagement Our People Engagement objectives are centred on building an organisation that attracts and retains the best people, ensuring they are engaged and empowered to deliver on our corporate objectives. At Nanosonics we are fortunate to have a fantastic team of highly skilled and dedicated professionals working together to implement our business strategies. Nanosonics has an active human capital planning process in place to ensure we continually assess the skills requirements necessary to drive our ongoing success. During FY17 the Nanosonics team grew to over 165 people, bringing new skills and capabilities to the organisation to shape and support the next phase of our growth. Value Creation Our Value Creation objective is focussed on creating sustainable shareholder value and delivering high growth and returns. In FY17, Nanosonics delivered an excellent set of financial results: $67.5m TOTAL SALES Up 58% compared with FY16 sales of $42.8 million. $13.9m OPERATING PROFIT BEFORE TAX Compared with a profit before tax of $136,000 in the prior year. $63.0m STRONG CASH BALANCE Established to support our ongoing growth initiatives. +13.6% MARKET CAPITALISATION Market capitalisation of the organisation grew by 13.6% to 30 June 2017 with the organisation entering the ASX 200 during the year. FY18 Outlook Our three year plan, established in 2014 has delivered on the core growth objectives for the business defined at that time. Nanosonics is now entering the next phase of its long-term growth strategy which is focussed on: • continuing to grow and establish trophon as standard of care within existing markets; • geographical expansion into new markets; and • product line expansion. Our investment in R&D is planned to grow in FY18 with the aim of bringing a minimum of two new products to market over the next two years. As a result of this increasing investment, it is expected our total operating expenses for the full year will be approximately $48 million including $14 million in R&D. In the US, the fundamentals for adoption of the trophon technology remain strong. A degree of ongoing uncertainty surrounding healthcare reform remains, which may impact the timing of capital equipment purchases. Some variability in the volume and phasing of GE’s capital equipment purchases from Nanosonics is expected throughout the FY18 financial year as GE inventory levels are managed. The installed base in the US is expected to grow in the first half of FY18 by a similar number as H2 FY17 driving an increasing annuity revenue stream from our consumables business. Our European and Asia Pacific business is expected to grow, in particular in the UK where momentum builds as a result the MES program. A number of new guidelines are also expected which could open up the opportunity for entry into new markets. Nanosonics is well positioned to leverage its expanding IP Portfolio, growing global presence, existing customer base and reputation amongst the infection prevention community and is committed to its ongoing investment strategy for the long term success of the business. I would like to thank the entire team at Nanosonics. Each and every person plays an important role in the success of the organisation. We are well positioned and committed to the ongoing growth of this great organisation and delivering long term sustainable value for our shareholders. Mr Michael Kavanagh CEO and President 24 August 2017 9 Regional highlights North America Regional highlights North America During 2017, our strategic growth plan to go wider and deeper into the market resulted in trophon installations increasing by 42% to approximately 12,400 units. m 0 . 9 3 $ m 3 . 2 6 $ +60% NORTH AMERICA SALES 12,400 TROPHON SYSTEMS NOW INSTALLED North America Healthcare institutions across North America continue to adopt the trophon technology and strengthen their infection prevention protocols. Sales in North America for the year grew 60% to $62.3 million. This result was driven by focussed efforts to increase awareness and demand with both new and existing customers. The trophon technology is now present in over 3,500 facilities in total, which is helping establish trophon as the standard of care for ultrasound probe disinfection. Across North America, as at 30 June 2017, ultrasound probes are now trophoned approximately 40,000 times a day and the figure is growing daily. New market channels Throughout the year, capital reseller agreements were established with the majority of ultrasound OEMs. These agreements provide the ultrasound OEMs the opportunity to sell the trophon capital equipment to their customers and Nanosonics is then responsible for the customers’ ongoing requirements for training, supply of consumables, and service. The majority of the major ultrasound OEMs took up this opportunity throughout the year and many of them exhibited trophon on their booths at major medical conferences. This OEM partnership program will continue to be a key component of our trophon business strategy. Investments in educational, sales and marketing activities continue to drive market awareness of the risks of cross contamination associated with all semi-critical ultrasound probes. Live and digital education activities emphasise the requirement for high level disinfection (HLD) across a much broader set of procedures where ultrasound probes are used. A key focus moving forward will be expansion of adoption across all relevant departments in hospitals currently using trophon, in addition to ongoing expansion into new hospitals and the private market. Geographic expansion Nanosonics’ direct sales operation for Canada was established this year and a direct sales team is now fully operational. Health Canada approved the necessary Drug Establishment License in February 2017, enabling the importation and sale of trophon consumables. In addition, a distributor arrangement was adopted to service customers in Puerto Rico, resulting in new business commencing in the Caribbean. Positioning for scalable growth At the end of FY17, the Nanosonics North American services and logistics group moved to a larger facility to support ongoing growth. 10 Nanosonics Annual Report 2017 Regional highlights North America This new facility not only expands our direct service operation but also enables full in house direct order fulfilment capabilities which will be phased in over FY18. The new facility in Indianapolis occupies an area over five times the size of the original location and will be the central US service and support location. Positioning Nanosonics as an infection prevention leader Strategic partnerships are key to growing the market for trophon. During the year Nanosonics continued to work as a strategic partner with the Association for Professionals in Infection Control and Epidemiology (APIC). The relationship is creating high industry visibility and we are actively engaged with the APIC Board and leadership. Multiple surveys were conducted throughout the year with leading APIC-affiliated Key Opinion Leaders to assess new applications and products. The strategy is proving highly effective in positioning Nanosonics as an infection prevention leader in North America and establishing credibility across other industry associations. “The community expected the latest and greatest technology … in the case of high level disinfection, [that] means trophon.” Feisal Keshavjee, Chief Executive, Radiology Consultants Associated (RCA), Calgary, Canada “The trophon is ground-breaking, and gives an ultrasound department its first technology-driven disinfection process.” Candace Goldstein, Scripps Clinic, San Diego “I actually went to administration to purchase two… they said, well this is great why don’t we just put them in every single room.” Christopher Iyoob, Manager Radiology Ultrasound Section, University of Pennsylvania Health System (Penn Medicine) “Staff members love the ease of use of the trophon. We’re now trying to ‘trophon’ every transducer after use, not just endocavitary.” “I can’t tell you how many calls I received saying ‘can we get trophon, we really want trophon, what’s the hold up?’ They were thrilled to get it.” Robert De Jong Jr., RDMS, RDCS, RVT, Radiology Technical Manager, Ultrasound, The Johns Hopkins Hospital Sue Hohenthaner, Director of Infection Prevention, Sanford Enterprise, South Dakota 11 Regional highlights Europe Regional highlights Europe European sales grew by 58% to $1.7 million in FY17. m 1 . 1 $ m 7 . 1 $ +58% EUROPEAN SALES United Kingdom and Ireland Momentum of trophon adoption builds in response to guideline changes and Managed Equipment Service business model. In the UK, by the end of FY17, the number of NHS trusts adopting trophon grew to 36. Guidelines requiring HLD of semi-critical ultrasound probes are an important key to establishing trophon as the standard of care. Welsh guidelines published two years ago have resulted in all seven Welsh Health Boards adopting the system. Following a series of educational and awareness activities after the release of the Scottish guidelines, eight of the 14 Scottish National Health System (NHS) trusts have commenced their adoption of trophon. During the year, a Managed Equipment Service (MES) business model was introduced in the UK. This model helps hospitals overcome capital budget constraints and provides an immediate benefit to the customer through earlier access to trophon. Under the MES model, trophon capital equipment, which is owned by Nanosonics, is placed in hospitals, for a contracted period and the facility pays an all-inclusive price for consumables in return for the use and maintenance of the capital equipment. Pleasingly, this model gained momentum with approximately 130 trophon units being placed during the year, the majority in the second half. The benefits of the MES model to Nanosonics are attractive and it is expected that the majority of hospitals in the UK will utilise this model. Ahead of the publication of the expected new English guidelines, a number of the largest NHS trusts in England have commenced adoption of trophon and the pipeline continues to build across English NHS trusts as well as the private hospital market. To support the UK growth strategy, the UK sales team was expanded and new warehouse and service operations were also established. Further expansion for sales and marketing 12 Nanosonics Annual Report 2017 in the UK is planned for FY18. Irish guidance released in February 2017 was also highly positive for trophon. HLD is now recommended for semi-invasive (transvaginal and transrectal) probes as well as for non-invasive probes used on broken skin, which broadens the applications for trophon. In France and Germany the focus continues to be on market development to strengthen the fundamentals for adoption of trophon technology. The main focus centred on awareness and education initiatives plus consultation with key infection prevention societies and authorities. France The landscape for ultrasound probe reprocessing is starting to shift. In the first half of FY17, the Ministry of Health (MOH) issued a new statement that Low Level Disinfection (LLD) for reprocessing intracavity probes remains acceptable but strict compliance with inspection and hygiene processes is required and will be regularly audited. The MOH also recognised that LLD and Intermediate Level Disinfection (ILD) do not work on HPV. The MOH has called for additional studies on the risks associated with HPV and ultrasound probes and commissioned an audit of current intracavity ultrasound probe reprocessing practices in the medical community. The French Infection Control Society published a recommendation last year stating that HPV is a concern and that point of care and automated systems should be favoured. Further good news came in the form of a report from the High Council of Public Health stating that an HLD solution should be permanently available in every facility performing intracavity ultrasound examinations and that such solution should be effective against native (“real”) HPV. Regional highlights Europe “We used to use simple wipes, which took 30 seconds. However, the trophon is extremely easy to use and fits well into our workflow. It has not caused any extension in examination times, which is crucial in a busy ultrasound department … there are very significant cost savings year on year” Ann Allen, Clinical Lead Sonographer, King’s Mill Hospital, Nottingham, UK Germany Guidelines strengthening in support of HLD for ultrasound probes. A revised agreement was put in place between the health insurance funds and the National Association of Statutory Health Insurance Physicians whereby its members must decontaminate ultrasound probes in accordance with the guidance provided by the ultrasound probe OEMs. The guidance by the ultrasound probe OEMs must in turn be supported by expert report on the virucidal, bactericidal and fungicidal efficacy of the decontamination process. In December 2016, the first official statement by DGKH (German Hospital Hygiene Society) on ultrasound reprocessing was made. The DGKH stated that ultrasound probe OEMs must prove efficacy of their recommended decontamination process by expert report. It also stated that if multiple decontamination options are available then the safest one, usually automated, should be chosen. Market development work will continue across both France and Germany in FY18. Further guidelines in Europe are also expected throughout the year, including guidelines from the European Society of Radiology, in addition to guidelines in England from the Hospital Infection Society, and also from the British Society for Ultrasound in Medicine. As part of our market expansion strategy across Europe, a senior management position is also planned for FY18 to drive our geographical expansion strategies in the region. Middle East Registrations are now in place for Saudi Arabia, Kuwait, Qatar and United Arab Emirates. The trophon technology was presented at Arab Health and demonstrated in hospitals across a number of the Middle East countries. Distribution strategies in a number of countries progressed and are expected to be finalised in early FY18. “...trophon’s visibility to patients gives them confidence in the cleanliness of the examination procedure.” Jane MacDonald, Acting Radiology Manager, NHS Western Isles, Scotland “Our staff like the fact the probes are properly cleaned with trophon and that the machine is easy to use.” Professor Grant P Cumming, Consultant Obstetrician and Gynaecologist, Dr Gray’s Hospital, Scotland “We wanted trophon to help with workflow and make the department even more efficient, and ensure we deliver a consistent decontamination process.” Gill Rooney, Superintendent Sonographer, NHS Fife “Comparing trophon to the three wipe manual system that we used previously, our team is confident that trophon provides a better option to deliver probe disinfection.” Dr Bettina Kleine, Clinical Lead, Diagnostic Ultrasound Coventry, England 13 Regional highlights Asia Pacific Regional highlights Asia Pacific Australia is a perfect example of trophon becoming the standard of care when relevant guidelines and strong fundamentals for adoption are in place. Australia and New Zealand Sales in ANZ grew 22% to $3.1 million with adoption of trophon continuing in a highly penetrated market. While existing Australian guidance has already had a positive impact, a new joint guideline between the Australian Society of Ultrasound in Medicine (ASUM) and the Australasian College for Infection Prevention and Control (ACIPC), was published in the second half of the year. The new guideline emphasised the importance of HLD of all semi-critical ultrasound devices. Educational activities will continue across ANZ throughout FY18 to ensure these requirements are fully understood by all sites using semi-critical ultrasound probes. This includes surface probes used in procedures on broken skin or exposed to blood due to needle-guided biopsies, or in emergency care and surgery. m 7 . 2 $ m 5 . 3 $ +30% ASIA PACIFIC SALES Japan Nanosonics continued geographic expansion during 2017 with the market commercialisation and distribution strategy implemented for Japan. During the year the trophon technology was demonstrated at the annual meeting of the Japanese Society of Infection Prevention and Control (JSIPC) in Kobe in February and at the Japanese Society of Obstetrics and Gynaecology (JSOG) in April 2017. In June 2017, Nanosonics entered into a distribution agreement with Japan’s leading infection prevention company, Sakura Seiki, for the introduction of trophon. Local pre-marketing and clinical activities are due to commence in Japan in early FY18. “With the trophon EPR I can be assured that I’m giving patients the best service all round including, most importantly, the best disinfection procedure for probes.” Dr Andrew Ngu, Principal of East Melbourne Ultrasound, Australia. “Each practice has been using the trophon for five years and it has proven to be a reliable and efficient method of disinfecting transvaginal transducers.” Dr Brendan Mien, Senior Sonographer, OMNI Ultrasound, Sydney, Australia 14 Nanosonics Annual Report 2017 ESG Environmental, social and governance Environmental, social and governance (ESG) Nanosonics’ commitment to environmental, social and governance (ESG) factors is embedded in the Company’s culture and approach to business. Our focus on these important factors enables the Company to continue delivering quality products and services, creating a foundation for long-term performance. End to end environmental practice From the beginning, our trophon product was designed to improve environmental safety by eliminating the toxic waste management required in traditional ultrasound probe reprocessing. • Hydrogen peroxide disinfectant is broken down into harmless, environmentally friendly by-products: water and oxygen. • More than 70% of trophon components are recyclable. • The disinfectant (Sonex-HL®/ Nanonebulant®) bottles are recyclable. • The device enters sleep mode when not in use. In addition to the environmental benefits of its product, Nanosonics follows the General Guidelines for Environmental Management in an organisation (ESOP004) and has identified Environmental risks and put appropriate mitigations in place to control these risks. A range of environmental initiatives is in place throughout the Company, including: • Manufacturing and Service recycling program • Paper recycling • Battery recycling program • E-waste program The Nanosonics Green Team initiative The Nanosonics Green Team was set up to encourage and implement environmental initiatives throughout the Company. The team publishes newsletters and runs a biannual Green Award program to reward individual employees for their green initiatives. Social Increasing global awareness of infection prevention practices for ultrasound probe reprocessing Nanosonics is committed to transforming the way infection prevention practices are understood and conducted, and has a program of digital and face-to-face clinical education that is helping to drive growing awareness in this area. Supporting education and research This year Nanosonics partnered with the Armstrong Institute for Patient Safety and Quality, which aims to improve health care delivery at Johns Hopkins Medicine, Baltimore and around the world. The initiative is focusing on further research into infection control in clinical settings. The Company also provides intern placements for students from Sydney University, New South Wales University and the University of Technology Sydney. Placements are available across a range of departments including Technology Development and Commercialisation, Design Development, Service and Finance. Giving back to the community Nanosonics supports employees to undertake charity events and fundraising initiatives throughout the year by providing entry fees, raffle prizes, and often matching amounts raised. Nanosonics also supports workplace giving via a Corporate Citizen Program, which enables employees to select a charity and have donations automatically deducted from their pay. Governance The Board of Directors of Nanosonics is committed to high standards of corporate governance. The Board regularly reviews the policies and practices applied by the Group to ensure they meet the interests of shareholders and other key stakeholders, both for the present and as the Group grows in operational complexity. Nanosonics believes it complies with the ASX Listing Rules and the ASX Corporate Governance Principles and Recommendations (3rd Edition). Each year Nanosonics describes its corporate governance framework and its adherence to the Recommendations in its Corporate Governance Statement, which is available in the Corporate Governance Investor Centre on Nanosonics’ website. Additionally, the Board and management are committed to continuing to review the Company’s corporate governance practices in response to changes in market conditions or recognised best practices. 15 Product trophon® and product suite ‘trophon’ today for a safer tomorrow With the ever-increasing challenges in the fight against the spread of Healthcare Acquired Infections (HAIs), trophon’s powerful disinfection technology is setting a new benchmark in protecting patients from the risk of cross contamination from ultrasound procedures. ‘trophoning’ ultrasound probes reduces cross infection risks To reduce the risk of cross infection, multiple guidelines now recommend high level disinfection (HLD) of ultrasound probes used in semi-critical procedures. This includes both intracavity (internal examination) procedures and surface ultrasound procedures (external examination) involving non-intact skin. Studies have demonstrated that traditional methods of disinfection, such as soaking in chemicals, spraying or wiping, are inefficient, environmentally unsound and ineffective. Nanosonics’ trophon is clinically proven to inactivate all the mandated bacteria, fungi and viruses as well as an extended range of clinically infectious pathogens that other HLD products do not. This includes sexually transmitted infections (STIs), Clostridium difficile spores, drug resistant bacteria1 and high-risk HPV.2 Why trophon is so effective: sonicated hydrogen peroxide The trophon system uses a proprietary hydrogen peroxide disinfectant that is sonically activated to create an ultrafine mist and free radicals. These potent free radicals have superoxidative properties enabling the disinfectant to act quickly to destroy pathogens. This significantly broadens the scope for trophon usage, and is a major benefit that we are leveraging as part of our ‘go deep and wide’ sales strategy. Safe, versatile and simple to use Many guidelines now recommend automated reprocessing over manual methods.3 While manual methods are prone to human error, trophon is fully automated, making it simple to use and assuring consistency with every disinfection cycle. Unlike other decontamination methods, with trophon there is no exposure to harmful chemistries. The system is fully enclosed, allowing it to be placed at the point of care (POC) where examinations are carried out, maximising patient throughput and cost effectiveness. POC ultrasound has become a cornerstone in the diagnosis and treatment of patients in the emergency department, Intensive Care and Obstetrics and gynaecology in the private markets. Together with its range of consumables and accessories, trophon is ideally positioned to meet HLD requirements at the POC. Helps facilities meet audit and accreditation requirements Traceability, which involves monitoring and documenting equipment reprocessing, is highly important in infection control. trophon provides the ability to link the probe and disinfection procedure to the patient, helping facilities to meet audit and accreditation requirements. The probe compatible solution Having an HLD system that is validated for use on their ultrasound probes is an important consideration for healthcare providers. Nanosonics continually works with probe manufacturers to carry out extensive probe compatibility testing. More than 1,000 surface and intracavity ultrasound probes from all major and many smaller probe manufacturers are validated for use with trophon. 16 Product trophon® and product suite trophon® product suite Each sale of a trophon system results in a robust annuity revenue stream of consumables, accessories, and service and maintenance contracts. Consumables Sonex-HL®/Nanonebulant® Proprietary disinfectant liquid with hydrogen peroxide chemistry to achieve effective HLD. Chemical indicators Chemical indicators provide additional validation of each disinfection cycle by providing a qualitative colour change. trophon® printer roll Refill paper cartridges for the trophon Printer. trophon® Clean Ultrasound Probe Covers Custom designed covers to protect high level disinfected intracavity and surface ultrasound probes from recontamination before they are used on the next patient. Accessories trophon® Connect Traceability software to help clinics meet documentation and audit requirements. trophon® Printer Provides a fast, easy to use traceability solution by helping to link the probe and disinfection procedure to the patient. trophon® Logbook Allows easy recording of disinfection steps to meet best practice standards. trophon® Wall Mount and trophon® Cart Enables the trophon to be mounted on a wall where there are space constraints or makes the device fully mobile for convenient POC use. trophon® Printer Wall Mount Custom designed for secure, horizontal mounting of the trophon Printer to a wall. trophon® Printer Cart Mount Designed to securely attach the trophon Printer to the trophon Cart in an easily accessible, convenient location. 1. Nanosonics test data. 2. Ryndock E, Robison R, Meyers C. Susceptibility of HPV16 and 18 to high level disinfectants indicated for semi-critical ultrasound probes. J Med Virol. 2016 Jun;88(6):1076-80. 3. Rutala W., et. al, Guideline for Disinfection and Sterilization in Healthcare Facilities, 2008, Centers of Disease Control, 1-158, 2008. 17 Marie McDonald – BSc (Hons), LLB (Hons) NON-EXECUTIVE DIRECTOR Ms McDonald joined the Nanosonics Board in October 2016, bringing with her a strong background in corporate and commercial law, having practised for many years as a partner at Ashurst. Ms McDonald was Chair of the Corporations Committee of the Business Law Section of the Law Council of Australia (2012 to 2013) and was a member of the Australian Takeovers Panel from 2001 to 2010. Ms McDonald is currently a Non-executive Director of CSL Limited, Nufarm Limited and the Walter and Eliza Hall Institute of Medical Research. Steven Sargent – BBus, FAICD NON-EXECUTIVE DIRECTOR Mr Sargent joined the Nanosonics Board in July 2016. He had a 22-year career with General Electric and has extensive global experience across a range of industries including financial services and healthcare. He was Vice President and Officer of GE, a member of GE’s Corporate Executive Council and CEO of GE Australia NZ. Mr Sargent is currently a director of Origin Energy, Chairman of OFX Group, a Director of the Great Barrier Reef Foundation and Chairman of The Origin Foundation. Previously, Mr Sargent was a Director of Veda Group, a Director of Bond University and a Director of the Business Council of Australia. Bios The Board and Company Secretaries The Board Maurie Stang NON-EXECUTIVE CHAIRMAN Richard England – FCA, MAICD NON-EXECUTIVE DIRECTOR Mr England joined the Board in February 2010. He is a chartered accountant and professional Non-executive Director. Mr England has been a Director of Macquarie Atlas Roads Limited (ASX:MQA) since June 2010 and a Director of Japara Healthcare Limited (ASX:JHC) since April 2014. In August 2016 Mr England was appointed Director and Chairman of QANTM Intellectual Property Ltd (ASX:QIP). Mr England was appointed a Non-executive Director of Bingo Industry Limited in March 2017. He was a Director and Chairman of Chandler Macleod Group Limited (ASX:CMG) from February 2008 to April 2015 and a Director and Chairman of Ruralco Holdings Limited (ASX:RHL) from 2002 to September 2016. David Fisher – BRurSc (Hons), MAppFin, PhD, FFin, GAICD NON-EXECUTIVE DIRECTOR Dr Fisher has been a member of the Board since July 2001. Dr Fisher is a founding partner of Brandon Capital Partners, a leading Australian venture capital provider. He has more than 25 years’ extensive operating experience in the biotechnology and healthcare industry in Australia and overseas. He held senior positions with Pharmacia AB (now part of Pfizer, Inc) and was CEO of Peptech Limited (now part of Cephalon Inc. (Nasdaq:CEPH). He was a Director of Aeris Environmental Ltd (ASX:AEI) from May 2011 to July 2014. Robert Waring – BEc, CA, FCIS, FFin, FAICD COMPANY SECRETARY Mr Waring was re-appointed Company Secretary in October 2010 and earlier held this position at the time of the Company’s IPO in May 2007. He is a director of corporate advisory firm, Oakhill Hamilton Pty Ltd, and has had more than 25 years’ experience in Company Secretarial roles for ASX listed companies. Mr Stang has been Non-executive Director and Chairman since March 2007 and a member of the Board since November 2000. Mr Stang has more than two decades of experience building and managing companies in the healthcare and biotechnology industry in Australia and internationally. His strong business development and marketing skills have resulted in the successful commercialisation of intellectual property across global markets. He is a Non-executive Director of Vectus Biosystems and has been Non-executive Chairman of Aeris Environmental Ltd (ASX:AEI) since 2002. Michael Kavanagh – BSc, MBA (Advanced) CEO, PRESIDENT AND MANAGING DIRECTOR Mr Kavanagh joined Nanosonics as CEO and President effective October 2013. He was a Non-executive Director of the Board from July 2012 to October 2013. Mr Kavanagh has more than 25 years of international commercial experience in the healthcare market having held local, regional and global roles in medical device and pharmaceutical industries. Before joining Nanosonics, he was Senior Vice President of Global Marketing for the major medical device company Cochlear Ltd, a position he held for more than 10 years. Mr Kavanagh has no other current and former directorships in the last three years. Company Secretaries McGregor Grant – BEc, CA, GAICD CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY Mr Grant joined Nanosonics in April 2011 and is responsible for the overall financial management of the Company, the IT function and, together with Michael Kavanagh, has joint responsibility for investor relations. He has more than 21 years’ business experience in a number of senior roles in the medical device and healthcare industries located in Australia and the United States and previously worked for Coopers & Lybrand (now PwC) in Australia and Europe. 18 Nanosonics Annual Report 2017 Bios The Board and Company Secretaries 2 1 5 4 7 3 The Board and Company Secretaries Left to right: Marie McDonald (1), Robert Waring (2), Michael Kavanagh (3), Steven Sargent (4), McGregor Grant (5), Maurie Stang (6), David Fisher (7), Richard England (8). 6 8 19 Bios Executive team Executive team Anthony Harrington – BSc, MBA, GAICD SENIOR VICE PRESIDENT, GLOBAL MARKETING Anthony joined Nanosonics in April 2017. He has more than 25 years’ experience in senior marketing and business development roles in the healthcare sector. This includes seven years at Zimmer in senior regional product marketing management roles. Mr Harrington has also held executive and non-executive directorship roles, including Managing Director of Biomet ANZ (orthopaedics) and Vice Chairman of the Medical Technology Association of Australia (MTAA). Leanne Baxendale HEAD OF PEOPLE AND CULTURE Leanne joined Nanosonics in March 2017. She has extensive experience in the People and Culture field gained from her work as an executive level strategic business partner in a wide range of national and international workplaces. Her key areas of experience include people and culture strategies, alignment and engagement strategies, high performance culture development, capability building and change management. Michael Kavanagh – BSc, MBA (Advanced) CEO, PRESIDENT AND MANAGING DIRECTOR Michael joined Nanosonics as CEO and President effective October 2013. He was a Non-executive Director of the Board from July 2012 to October 2013. Mr Kavanagh has more than 25 years of international commercial experience in the healthcare market having held local, regional and global roles in medical device and pharmaceutical industries. Before joining Nanosonics, he was Senior Vice President of Global Marketing for the major medical device company Cochlear Ltd, a position he held for more than 10 years. Mr Kavanagh has no other current and former directorships in the last three years. McGregor Grant – BEc, CA, GAICD CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY McGregor joined Nanosonics in April 2011 and is responsible for the overall financial management of the Company, the IT function and, together with Mr Kavanagh, has joint responsibility for investor relations. He has more than 21 years’ business experience in a number of senior roles in the medical device and healthcare industries located in Australia and the United States and previously worked for Coopers & Lybrand (now PwC) in Australia and Europe. Ron Weinberger – BSc (Hons), PhD PRESIDENT TECHNOLOGY DEVELOPMENT/ COMMERCIALISATION Ron joined the Company in August 2004 and was appointed as Executive Director in July 2008. From July 2011 to October 2013 he was Managing Director and CEO and, since October 2013, he has been President Technology Development/ Commercialisation, responsible for the direction of the Company’s technology and the identification of new product and commercial opportunities. Dr Weinberger has more than 20 years’ experience in medical research and biotechnology and is co-inventor of several of Nanosonics’ key technology patents. Gerard Putt – BSc GAICD CHIEF OPERATIONS OFFICER Gerard joined Nanosonics full time in 2011 after 18 months on the Nanosonics advisory board and has extensive experience in the medical device industry as a leader of development, engineering, production and operations teams. He has particular experience in the implementation of new products into manufacturing and rapid scaling of production to international market needs. Mr Putt is responsible for the Product Supply, Service and Quality functions at Nanosonics. Steven Farrugia – BE PhD SENIOR VICE PRESIDENT, DESIGN AND DEVELOPMENT Steven joined Nanosonics as Senior Vice President, Design and Development, in September 2016. He has over 20 years’ experience leading the development of medical devices. Prior to Nanosonics, Dr Farrugia held a range of senior executive roles with ResMed, including VP of Technology and VP of Product Development. He is an inventor of almost 300 granted and pending patents and is an Adjunct Professor of Engineering at The University of Sydney. In addition to Design and Development, Dr Farrugia is responsible for the Regulatory Affairs function of the Company. 20 Nanosonics Annual Report 2017 Bios Executive team 2 4 1 3 5 7 6 Executive team Left to right: Leanne Baxendale (1), Anthony Harrington (2), Michael Kavanagh (3), Gerard Putt (4), Steven Farrugia (5), Ron Weinberger (6), McGregor Grant (7). 21 Directors’ report Directors’ report Your directors submit their report together with the Consolidated Financial Report of Nanosonics Limited and its subsidiaries (the Group or Nanosonics), for the year ended 30 June 2017, and the Auditor’s Report thereon. Principal activities During the year the principal activities of the Group consisted of: • Manufacturing and distribution of the trophon® EPR ultrasound probe disinfector and its associated consumables and accessories. • Research, development and commercialisation of infection control and decontamination products and related technologies. There have been no significant changes in the nature of these activities during the year. Review of operations and financial results Revenue from sales for the year amounted to $67,507,000 (2016: $42,796,000), an increase of $24,711,000 or 58%, driven by the continued strong adoption of trophon in North America. Sales in North America increased by $23,276,000 to $62,305,000. Sales in Europe increased by 58% to $1,673,000 compared with the previous year. Sales in Asia Pacific amounted to $3,529,000, an increase of 30% compared with the previous year. Gross profit increased by 56% to $50,155,000 compared with $32,166,000 in the prior period. Gross margin as a percentage of sales was 74% compared with 75% in previous year, reflecting changes in the sales mix between distribution channels and product categories. Other income amounting to $780,000 (2016: $133,000) primarily consisted of net foreign exchange gains on foreign currency forward contracts and options of $771,000 (2016: $11,000). There were no government grants received during the year (2016: Export Market Development Grant $120,000). The Group also incurred net foreign exchange losses of $1,032,000 (2016: $541,000), which are included in administration expenses. Finance income amounting to $1,063,000 (2016: $1,098,000) relates to interest earned on cash investments. Selling, general and administration expenses (SG&A) were $28,581,000 (2016: $25,361,000). The increase in SG&A of $3,220,000 was mainly to support the increased sales in North America and market expansion activities in Europe and other markets as well as expanding internal operational capacity and capabilities to support a growing global organisation. Research and development expenses (R&D) for the year were $9,488,000, an increase of 30% compared with 2016. This increase is consistent with the Company’s commitment to strategic investment in R&D targeted at design and development activities associated with future generations of the trophon technology, as well as investment in research into novel solutions aimed at addressing considerable unmet needs in the infection prevention field. Finance expense for the year of $77,000 related to interest on leases (2016: $71,000). 2016 finance expenses also included borrowing costs on convertible notes of $532,000. The convertible notes were converted into shares in April 2016. Following an assessment of the operations of the Group during the year, it has been determined that it is probable that taxable profits will be generated against which carried forward losses and tax credits will be utilised. As a result, previously unrecognised deferred tax assets in relation to the Australian entities were recognised as a non-current asset. As at 30 June 2017, net deferred tax assets recognised amounted to $14,134,000 (2016: Nil). Accordingly, the Company recorded a net income tax benefit for the period of $12,306,000 (2016: net income tax expense of $14,000), as further detailed in note 3. The consolidated profit after tax amounted to $26,158,000 (2016: $122,000). The Group ended the year with $62,989,000 (2016: $48,841,000) in cash and cash equivalents, an increase of $14,148,000. The cash and cash equivalents balance provides a strong balance sheet for the Company to continue executing on its growth strategies. Further information on the operations of the Group and its business strategies and prospects are included in the CEO’s report and the Regional highlights on pages 6 to 14 of this Annual Report. 22 Nanosonics Annual Report 2017Financial report Material business risks Nanosonics has a risk management framework to identify, assess and appropriately manage risks. Details of the risk management framework are set out in the 2017 Corporate Governance Statement, which is available on the Company’s website. Nanosonics’ material business risks and how they are addressed are outlined below. These are risks that may materially adversely affect the Group’s business strategy, financial position or future performance. It is not possible to identify every risk that could affect the Group’s business, and the actions taken to mitigate these risks cannot provide absolute assurance that risk will not materialise. • Significant distribution customer – The Group’s key distribution customer accounts for approximately 66% of the Group’s revenue (see note 2.1 of the financial statements), the majority of which is in United States, Nanosonics’ largest market. The Group made a strategic decision to establish its own direct operations in North America and has significant direct sales operations in place which continue to grow and can be scaled further. The Group also has its own operations in its other key markets. • Research & development and commercialisation – Nanosonics has one core technology, trophon, and recognises the need to diversify its product portfolio by creating new products. Development and subsequent commercialisation of any new product requires a significant amount of investment and is necessarily uncertain. They are also likely to require a range of regulatory approvals. Nanosonics engages with a range of experts in relevant fields to determine the focus of its R&D efforts. To manage these risks, the Company has a clearly defined framework to support the processes covering product ideation, development and subsequent commercialisation. • Competition – The potential for increased competition exposes Nanosonics to the risk of losing market share. Nanosonics is also exposed to the risk of medical and technological advancement by competitors where alternative products or methods are developed and commercialised that will render trophon obsolete. To address this risk, the Company continues to invest in R&D for the second generation of trophon as well as product diversification. • Intellectual Property – The Company relies heavily on its portfolio of intellectual property (IP). This IP portfolio is essential for safeguarding Nanosonics’ existing revenue streams, as well as protecting its business when it develops new products and enters new markets. Nanosonics recognises the potential risk of third party infringement claims on its IP portfolio, the expiry of its IP, and the risk of being unable to register the underlying subject matter or processes in any new products. Nanosonics works closely with specialists and advisors to continually manage its IP opportunities and risks. • Supply chain – The Group is highly aware of managing risks in the supply chain particularly its dependence on critical suppliers for the supply of key materials which carries the risk of delay and disruption. Certain materials are available from sole suppliers and regulatory requirements make substitution costly and time-consuming. The Group regularly monitors its suppliers and their performance. Inventories are managed in sufficient quantities for continued product supply in the short term. • Regulation – The Group operates in a highly regulated industry. Medical devices are subject to strict regulations of various regulatory bodies where the products are sold. Regulatory bodies perform regular audits of Nanosonics’ manufacturing sites as well as its 3rd party suppliers and failure to satisfy regulatory requirements could impact the Company’s ability to sell the products or may result in a recall that could cause reputational harm. The Group has a highly developed Quality Management System to manage this risk. • Financial risks – The Group is exposed to foreign currency risk and credit risk which are managed through its internal financial risk management policy. Further information is available in note 7 to the financial statements. • Product liability – This is the risk that the product or the use of the product would cause damages to a third party. The Group has product liability insurance and operates a strict Quality Assurance system across all aspects of the design, manufacture and release of products to market. • Talent management – Nanosonics operate in a competitive environment in relation to attracting scientific and engineering talent. The Company has programs in place both for the attraction and retention of talent for the business. Significant changes in the state of affairs In the opinion of the Directors, other than the matters described above and in the review of operations included in the CEO’s report and Regional highlights on pages 6 to 14 of this report, there were no significant changes in the state of affairs of the Group during the financial year under review and to the date of this report. 23 Financial reportDirectors’ report (continued) Dividends – Nanosonics Limited The directors do not recommend the payment of a dividend for the financial year ended 30 June 2017. No dividends were proposed, declared or paid during the financial year (2016: Nil). The Company’s dividend policy in the future, the extent of future dividends and any franking of dividends will depend upon the profitability and the financial position of the Group at the relevant time. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 30 June 2017 that has significantly affected, or may significantly affect: a. The Group’s operations in future financial years. b. The results of those operations in future financial years. c. The Group’s state of affairs in future financial years. Likely developments and expected results of operations Comments on expected results of the operations of the Group are in the review of operations included in the CEO’s report and Regional highlights on pages 6 to 14 of this report. Further information on likely developments in the operations of the Group and the expected results of operations have not been included in this annual report because the Directors believe it would be likely to result in unreasonable prejudice to the Group. Environmental regulation The Group is subject to statutory environmental regulations. The Board believes that the Group has adequate processes in place to manage its environmental regulatory obligations and is not aware of any breach of those environmental regulations as they apply to the Group. Directors and company secretaries During the year, the Board of Nanosonics Limited comprised of Maurie Stang, David Fisher, Richard England, Michael Kavanagh, Steven Sargent (appointed 6 July 2016) and Marie McDonald (appointed 24 October 2016). Ron Weinberger ceased being a director on 4 November 2016. As at the date of this report, Nanosonics Limited has the following committees of the Board: Audit and Risk, Remuneration, Nomination, and R&D and Innovation. Details of members of the committees of the Board during the year are included below and on page 27. During the year, McGregor Grant and Rob Waring were in office as company secretaries. Information on the directors, company secretaries and the executive team is a part of the Directors’ report and can be found on pages 18 to 21 of the Annual Report. Meetings of directors The number of directors’ meetings, including meetings of the committees, held during the year ended 30 June 2017, and numbers of meetings attended by each of the directors were as follows: Full meetings of directors Audit and Risk Held Attended Held Attended Held Attended Nomination Remuneration Held Attended Held Attended R&D and Innovation Meetings of committees Maurie Stang Richard England David Fisher Steven Sargent Marie McDonald1 Michael Kavanagh Ron Weinberger2 10 10 10 10 7 10 5 2 6 6 5 10 10 9 10 7 10 4 2 2 2 1 2 6 5 5 2 2 2 1 6 6 3 5 3 6 5 2 5 3 4 4 4 4 1 4 4 4 4 1 1. Ms McDonald was appointed on 24 October 2016. The number of full meetings of directors attended by Ms McDonald includes a meeting by invitation before becoming a director. 2. Dr Weinberger ceased being a director on 4 November 2016. 24 Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) Share-based payments Shares issued under the DESP and performance rights and options granted under ESOP and GSOP and the new Nanosonics Omnibus Equity Plan during the year are detailed below. Shares issued During the year ended 30 June 2017 and to the date of this report, the Company issued a total of 1,798,419 (2016: 13,023,646) new ordinary shares in Nanosonics Limited as detailed below. No amount was unpaid on any of the shares issued. Shares issued Share options exercised under Share Option Plans Total new shares issued during the year and to the date of this report Number of shares issued 1,798,419 1,798,419 As at 30 June 2017, there were 297,732,955 (2016: 295,934,536) ordinary shares in Nanosonics Limited on issue. At the date of this report, there were 297,732,955 shares on issue. Further information on issued shares is provided in the Contributed equity and the Share-based payments note to the financial statements. Share options granted During the financial year and to the date of this report, the Company granted under the terms and conditions of the Nanosonics Omnibus Equity Plan for no consideration, 583,258 unquoted performance rights (2016: 1,446,710 under Employee Share Option Plan) and 495,783 unquoted share options (2016: Nil) over unissued ordinary shares in Nanosonics Limited. Further information on the grants is in Section 5 of the Remuneration report on pages 42 to 47 and in the Share-based payments note to the financial statements. Shares under option At the date of this report, there were 3,521,209 unissued ordinary shares of Nanosonics Limited under option as detailed below. As at 30 June 2017, there were 3,522,522 (2016: 4,283,250) unissued ordinary shares of Nanosonics Limited under option. Further information on the options is provided in the Share-based payments note to the financial statements. Share-based compensation plan Number of shares under option Omnibus Equity Plan Employee Share Option Plan Total shares under option at 30 June 2017 Performance rights lapsed Omnibus Equity Plan Total shares under option to the date of this report 1,070,230 2,452,292 3,522,522 (1,313) 3,521,209 The options entitle the holder to participate in a share issue of the Company provided the options are exercised on or after their vesting date and prior to their expiry date. No option holder has any right under the options to participate in any other share issue of the Company or any other entity. 25 Financial reportDirectors’ report (continued) Remuneration report – audited Table of contents Section Title Description 1 2 3 4 5 6 7 Introduction Remuneration governance Non-executive Director remuneration Executive remuneration Employee share scheme information Employment agreements Describes the scope of the Remuneration report and the individuals whose remuneration details are disclosed. Describes the role of the Board and the Remuneration Committee and the use of remuneration governance consultants when making remuneration decisions. Provides detail regarding the fees paid to Non-executive Directors including all required disclosures. Outlines the Company’s remuneration strategy and principles applied to executive remuneration decisions and the framework used to deliver it, including the performance and remuneration linkages, and all required executive remuneration disclosures. Provides detail regarding the Company’s employee equity plans including that information required by the Corporation Act and applicable accounting standards. Provides details regarding the contractual arrangements between the Company and the executives whose remuneration details are disclosed. Key Management Personnel transactions Provides details of loans and other transactions with Key Management Personnel and their related parties. 1.0 Introduction Nanosonics is a rapidly growing medical technology company with operations in six countries. The Board has a strong growth focus and the executive remuneration policies are designed to direct behaviours towards achieving sustainable growth in shareholder value over the medium to long term. However, it should be understood that to attract, motivate and retain high performing executives and in the face of strong competition for talent, some flexibility in the Company’s approach is required. The Board’s executive remuneration strategy is to provide ‘fair and appropriate’ remuneration balanced on a risk and reward framework that supports its business strategy in the short and long term. Board and executive remuneration are reviewed independently on a regular basis. The Board believes that Nanosonics’ approach to Executive Key Management Personnel (KMP) remuneration is appropriately balanced to fairly reward and motivate an experienced executive team to deliver profitable business growth which meets the expectations of our shareholders. 26 Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) 1.1 Scope This Remuneration report sets out, in accordance with the relevant Corporations Act 2001 (Cth) (Corporations Act) and accounting standard requirements, the remuneration arrangements in place for KMP of Nanosonics during the financial year ended 30 June 2017 (2017 Financial Year). 1.2 Key Management Personnel Key Management Personnel have authority and responsibility for planning, directing and controlling the activities of Nanosonics and comprise the Non-executive Directors, Executive Director and Executive KMP. Details of the KMP during the year are set out in the table below. Name Position (at year end) 1 Change in 2017 Financial Year Non-executive Directors Maurie Stang 2 Richard England 3 David Fisher 4 Steven Sargent Marie McDonald Executive Director Michael Kavanagh Executive KMP Ron Weinberger McGregor Grant Appointed as Chairman on 20 July 2016 Chairman Chairman, Nomination Committee Member, Remuneration Committee Member, R&D and Innovation Committee Director Chairman, Audit and Risk Committee Member, Remuneration Committee Member, Nomination Committee Director Chairman, R&D and Innovation Committee Member, Audit and Risk Committee Member, Nomination Committee Director Chairman, Remuneration Committee Member, R&D and Innovation Committee Member, Nomination Committee Appointed on 6 July 2016 Appointed on 20 July 2016 Appointed on 27 September 2016 Appointed on 20 July 2016 Director Member, Audit and Risk Committee Member, Remuneration Committee Member, Nomination Committee Appointed on 24 October 2016 Appointed on 24 October 2016 Appointed on 24 October 2016 Appointed on 24 October 2016 Chief Executive Officer & President (CEO&P) and Managing Director Member, R&D and Innovation Committee President, Technology Development/ Commercialisation Ceased being an Executive Director on 4 November 2016 Chief Financial Officer (CFO) and Company Secretary Gerard Putt Chief Operations Officer Steven Farrugia SVP – Design and Development Appointed on 5 September 2016 1. Position held for full year, unless otherwise stated. 2. Mr Stang ceased being a member of the Audit and Risk Committee on 14 December 2016. 3. Mr England ceased being Chairman of the Remuneration Committee on 20 July 2016. 4. Dr Fisher ceased being a member of the Remuneration Committee on 20 July 2016. 27 Financial reportDirectors’ report (continued) 2.0 Remuneration governance This section of the Remuneration Report describes the role of the Board, the Remuneration Committee, and the use of remuneration consultants when making remuneration decisions. 2.1 Role of the Board and the Remuneration Committee The Board is responsible for Nanosonics’ remuneration strategy and policy. Consistent with this responsibility, the Board has established a Remuneration Committee which comprises a majority of independent Non-executive Directors. The members of the Remuneration Committee during the 2017 Financial Year are shown in Section 1.2. The role and responsibilities of the Remuneration Committee are set out in its Charter, which was last revised and approved by the Board in July 2014. In summary the Remuneration Committee’s role is to: • Review and approve Nanosonics’ remuneration strategy and policy and ensure that appropriate processes and procedures are in place to assess the remuneration levels of the Board and executive KMP, and all other employees across the Group. • Consider and propose to the Board the remuneration of the CEO&P and consider and approve the remuneration of all designated senior executives. • Review and approve Nanosonics’ incentive schemes, including amounts, terms and offer processes and procedures. • Determine and approve equity awards in accordance with policy and shareholder approvals, including testing of vesting and termination provisions. The Remuneration Committee’s role and its interaction with the Board, internal and external advisors, is illustrated below: Reviews, applies judgement and, as appropriate, approves the Remuneration Committee’s recommendations. The Board The Remuneration Committee The Remuneration Committee operates under the delegated authority of the Board. The Remuneration Committee is empowered to source any internal resources and obtain external independent professional advice it considers necessary to enable it to make recommendations to the Board on the following: Remuneration policy, composition and quantum of remuneration components for Executive KMP, including STI performance targets Remuneration policy in respect of Non-executive Directors Recruitment, retention and termination policies and practices Design features of employee and executive LTI Plan awards, including setting of performance and other vesting criteria External Consultants Internal Resources 28 Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) Further information on the Remuneration Committee’s role, responsibilities and membership is contained in the Corporate Governance Statement. The Remuneration Committee Charter and the Corporate Governance Statement can be viewed in the Corporate Governance section of Nanosonics’ website at www.nanosonics.com.au. 2.2 Use of remuneration consultants During the year ended 30 June 2017, no remuneration recommendations were made in relation to any Key Management Personnel. John Egan, Remuneration Consultant, Egan Associates Pty Limited was engaged during the 2017 Financial Year to provide other services including salary benchmarking data. Fees paid for these services amounted to $57,540. 3.0 Non-executive Director remuneration 3.1 Non-executive Director remuneration philosophy Principle Comment Fees are set by reference to key considerations Fees for Non-executive Directors are based on the nature of the Directors’ work and their responsibilities, taking into account the nature and complexity of the Company. In determining the level of fees, survey data on comparable companies are considered. Non-executive Directors’ fees are recommended by the Remuneration Committee and determined by the Board. Shareholders approve the aggregate amount available for the remuneration of Non-executive Directors. Remuneration is structured to preserve independence To preserve independence and impartiality, Non-executive Directors are not entitled to any form of incentive payments and the level of their fees is not set with references to measures of Company performance. Maximum aggregate Board fees are approved by shareholders The total amount of fees paid to Non-executive Directors in the year ended 30 June 2017 is within the aggregate maximum amount approved at a general meeting of the Company on 4 November 2016 of $1,000,000 a year. Flexibility in how fees are received Non-executive Directors can elect how they wish to receive their total fees, i.e. as a contribution of cash, superannuation contributions or charitable donations. 29 Financial reportDirectors’ report (continued) 3.2 Non-executive Director fees and other benefits Elements Board fees Details Board Chairman fee Board Non-executive Director fee Board Committee Chairman fee $170,000 $85,000 $15,000 Post-employment benefits Superannuation Other benefits Equity instruments Other fees/benefits Superannuation contributions are included in the Board fees and are made at a rate of 9.5% of base fee up to the Australian Government’s prescribed maximum contributions limit. Non-executive Directors do not receive any performance related remuneration, options or performance shares. Non-executive Directors are reimbursed for out-of-pocket expenses that are directly related to Nanosonics’ business. 3.3 Non-executive Director total remuneration Maurie Stang Richard England David Fisher Steven Sargent1 Marie McDonald 2 Total Year 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Fees ($) Superannuation ($) 155,251 132,420 91,324 73,059 91,324 73,059 90,236 – 53,598 – 481,733 278,538 14,749 12,580 8,676 6,941 8,676 6,941 8,572 – 5,092 – 45,765 26,462 Total ($) 170,000 145,000 100,000 80,000 100,000 80,000 98,808 – 58,690 – 527,498 305,000 1. Mr Sargent was appointed as a Non-executive Director on 6 July 2016. No remuneration was paid to Mr Sargent in respect of the 2016 Financial Year. 2. Ms McDonald was appointed as a Non-executive Director on 24 October 2016. No remuneration was paid to Ms McDonald in respect of the 2016 Financial Year. 30 Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) 4.0 Executive remuneration 4.1 Executive KMP remuneration Nanosonics’ executive remuneration policies are designed to attract, retain and motivate its executives. Executive KMP remuneration objectives are delivered through three categories of remuneration, as illustrated below: Executive KMP Remuneration Objectives An appropriate balance of ‘fixed’ and ‘at-risk’ components. Attract, motivate and retain executive talent. The creation of reward differentiation to drive performance and behaviours. Shareholder value creation through equity components. Total Target Remuneration (TTR) is set by reference to the relevant market and internal relativities Fixed At risk Total Fixed Remuneration (TFR) Short-Term Incentives (STI) Long-Term Incentives (LTI) Fixed remuneration is set based on relevant market relativities, reflecting responsibilities, performance, qualifications, experience and location. STI performance criteria are set by reference to Company and Individual performance targets relevant to the specific position. LTI targets are linked to both Nanosonics Group internal (revenue and/or EPS) and external (relative Total Shareholder Return (TSR)) outperformance measures. Remuneration for each component will be delivered as: Base salary plus any fixed elements related to local markets, including superannuation or equivalents. Part cash and part equity. The equity component is subject to service and deferred for 1 year. Equity is held subject to performance and service for up to 3 years from grant date. The equity is ‘at risk’ until vesting. Strategic intent and market positioning TFR will generally be positioned at the median (+/-) compared to relevant market based data considering expertise and performance in the role. Performance incentive is directed to achieving demanding growth targets. TFR + STI is intended to be positioned in 3rd quartile of relevant benchmark. LTI is intended to align executive KMP with long term growth strategy aligned with shareholders’ interests. Total Target Remuneration (TTR) TTR is intended to be positioned in the 3rd quartile compared to relevant market based comparisons. 4th quartile TTR may result if outperformance is achieved. This strategy is intended to ensure that top quartile remuneration is only awarded if the Company exceeds the performance objectives set by the Board. 4.2 Remuneration mix and timing of receipt 4.2.1 Remuneration mix Position TFR (Cash) STI (Cash and Equity) LTI (Equity) CEO & President Other Executive KMP 100% 100% 50% of Base Salary 60% of Base Salary 30% of Base Salary 30% of Base Salary 31 Financial reportDirectors’ report (continued) 4.2.2 Remuneration – timing of receipt of the benefit The three complementary components of executive KMP remuneration are ‘earned’ over multiple time ranges. This is illustrated in the following chart. Year 1 Year 2 Year 3 Year 4 Year 5 YEAR 1 TFR STI cash opportunity STI equity deferral LTI YEAR 2 YEAR 3 TFR STI cash opportunity STI equity deferral LTI TFR STI cash opportunity STI equity deferral LTI Fixed At risk Each year, fixed remuneration and benefits are paid (monthly) and short term incentives are awarded based on achievement of annual performance targets set. A portion of any STI earned is ‘invested’ in performance rights and deferred for a minimum of 12 months. Each year, a long term equity incentive may be provided to eligible and invited executives. The LTI vests after three years if the specified conditions are satisfied. In this way executives are rewarded for short, medium and long term performance aligned to shareholder interests and expectations. 32 Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) 4.3 Total Fixed Remuneration explained Total Fixed Remuneration (TFR) includes all remuneration and benefits paid to an executive KMP calculated on a total employment cost basis. In addition to base salary, executives may receive benefits in line with local practice, such as superannuation and health insurance. Executive KMP TFR is tested regularly for market competitiveness by reference to appropriate independent and externally sourced comparable benchmark information. Usually, TFR adjustments are only made in response to individual performance (as measured), an increase in job role, changing market circumstances or promotion. Any adjustment to executive KMP remuneration is approved by the Board, based on recommendations by the Remuneration Committee and CEO&P. 4.4 Variable (at risk) remuneration explained As set out in Section 4.2, variable remuneration forms a significant portion of the executive KMP remuneration opportunity. Apart from being market competitive, the purpose of variable remuneration is to direct executives’ behaviours towards maximising Nanosonics’ short, medium and long term performance, as measured. The key aspects are summarised below. 4.4.1 Short Term Incentives (STI) Purpose The STI arrangements at Nanosonics are designed to reward executives for the achievements against annual performance targets set by the Board at the beginning of the performance period. The STI program is reviewed annually by the Remuneration Committee and approved by the Board. All STI awards to the CEO&P and other executive KMP are approved by the Remuneration Committee and the Board. Performance targets The key performance objectives of Nanosonics are currently directed to achieving financial targets (sales and Profit Before Tax (PBT)) complemented by the achievement of individual performance goals. The weighting between the financial targets and individual performance goals varies across the leadership team. In the case of the CEO&P the weighting is 60% financial targets and 40% individual performance goals and in the case of other executive KMP the weighting is 50% financial targets and 50% individual performance goals. All targets are set having regard to prior year performance, market conditions and the Board approved budgets. The specific targets are not provided in detail due to their commercial sensitivity. Achievement of financial targets above a threshold level is generally required before STI awards are approved, subject to Board discretion. In the 2017 Financial Year, the Board exercised its discretion in this regard. The actual STI awards for executive KMP in respect of the 2017 Financial Year are as set out in the table in Section 4.6.2. Payment of STI To ensure there is an appropriate retention element of STI and to reinforce alignment with shareholders there is a mandatory deferral of a portion of STI. The STI is delivered as follows: • 50% of STI paid in cash • 50% of STI delivered as Nanosonics performance rights deferred for one year The equity component will be determined based on the 5 day Volume Weighted Average Market Price of Nanosonics shares as at 31 August each year. As the STI amount awarded as equity has already been earned, there are no further performance measures attached to the performance rights. However, they are subject to service conditions until the vesting date. 33 Financial reportDirectors’ report (continued) 4.4.2 Long Term Incentives (LTI) The LTI provides an annual opportunity for selected executives to receive an equity award deferred for three years that is intended to align a significant portion of an executives overall remuneration to shareholder value over the longer term. All LTI awards remain at risk until vesting and must meet or exceed the defined performance hurdles over the vesting period. Purpose To align the executive KMP remuneration opportunity with shareholder value and provide retention stimulus. Type of equity awarded The Nanosonics Omnibus Equity Plan (NOEP) was adopted in November 2016. See Section 5.1 for further details. Timing LTI allocation Under the Nanosonics Long Term Incentive Scheme (LTIS) selected senior executives are offered performance rights (being options to acquire ordinary shares of Nanosonics Limited for a nil exercise price) or options (being an option at a pre-set exercise price to acquire a fully paid ordinary share on Nanosonics Limited) under the terms of the NOEP. For the 2016 LTIS, executive KMP can elect to receive a combination of performance rights and options, provided a minimum of 20% of the value of the award is received as performance rights and 20% of the value of the award is received as options. Performance rights and options do not carry any dividend or voting rights prior to exercise. Grants are made each year after shareholder approval to issue securities to Directors has been obtained at the relevant AGM. The size of individual LTI grants for the executive KMP is determined in accordance with the Board approved remuneration strategy mix. See Section 4.2. The target LTI $ value for each executive, once determined, is then converted into a number of performance rights and options based on a valuation / methodology determined by an independent consultant, as follows. Performance rights allocated = LTI $ value / Binominal Approximation Option Pricing value. Options allocated = LTI $ value / Black Scholes value. Performance hurdles Equity grants to the executive KMP are subject to Performance Conditions including internal (revenue and/or EPS) and external (relative Total Shareholder Return (TSR)). Time restrictions Equity grants are tested against the performance hurdles set at the end of three financial years. If the performance hurdles are not met at the vesting date the performance rights and options lapse. Service conditions In addition to the Performance Conditions, performance rights and options will only vest if the executive KMP remains in continuous employment with Nanosonics in their current or equivalent position from the date of grant to the respective vesting date of each grant. A summary of the components of the Performance Conditions associated with the performance rights and options granted to the executive KMP in respect of the 2016, 2015 and 2014 Long Term Incentive Schemes is set out below. LTIS year TSR–1 TSR–2 2016 2015 2014 25% 50% 50% 25% 50% – EPS 50% – – Revenue – – 50% Total 100% 100% 100% 34 Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) Details of the each of the components of the Performance Conditions associated with the 2016, 2015 and 2014 Long Term Incentive Schemes are summarised below. Relative Total Shareholder Return hurdle (TSR-1 and TSR-2) The performance rights and options granted that are subject to a TSR hurdle will vest subject to Nanosonics’ relative TSR performance against the companies within the relevant TSR Comparator Groups over the defined Measurement Period. In 2016 and 2015 two TSR Comparator Groups were used, TRS-1 and TSR-2. In 2014 only one TSR Comparator Group was used. Details of the TSR Comparator Groups are set out in Section 4.6.3. Vesting of performance rights and options, subject to Relative TSR Performance, are in the proportions summarised below. TSR vs Comparator Groups 1 and 2 Proportion of performance rights and options to Vest Below the 50th percentile 0% 50th to 75th percentile At the 75th Percentile 30% to 100% (pro-rata) 100% Straight line interpolation applies to the incremental results. The TSR Measurement periods for the 2016, 2015 and 2014 Long Term Incentive Schemes are summarised below. LTIS year Measurement period 2016 2015 2014 17 August 2016 to the date of the release of Nanosonics’ FY19 financial statements 20 August 2015 to the date of the release of Nanosonics’ FY18 financial statements In the case of the LTIS awarded to the CEO&P, 8 November 2013 to the date of the release of Nanosonics’ FY17 financial statements and in the case of other Executive KMP, 11 March 2015 to the date of release of Nanosonics’ FY17 financial statements. Earnings Per Share hurdle The performance rights and options granted that are subject to an EPS hurdle will vest if Nanosonics achieves a target pre-tax Earnings Per Share (EPS), as pre-determined by the Board. For the 2016 LTIS, the relevant year for determining achievement of the EPS hurdle is the financial year ending on 30 June 2019. Vesting of the performance rights and options, subject to achieving the pre-tax EPS hurdle, is in the proportions summarised below. Achievement of pre-tax EPS target Proportion of performance rights and options to Vest Below 75% of target pre-tax EPS 0% 75% to 100% of target pre-tax EPS 75% to 100% (pro-rata) Above 100% of target pre-tax EPS 100% Straight line interpolation applies to the incremental results. 35 Financial reportDirectors’ report (continued) Revenue hurdle In respect of the 2014 LTIS, the performance rights granted that are subject to a revenue hurdle will vest subject to Nanosonics achieving a target revenue. Vesting of the performance rights, subject to achieving the Revenue hurdle, is in the proportions summarised below. Revenue in Financial Year 2017 Proportion of Performance Rights to Vest <$30.9 million $30.9 million $36.4 million $42.6million 0% 25% 50% 75% $49.5 million 100% 4.5 Relationship between Nanosonics’ performance and executive KMP remuneration As explained in Section 4.1, Nanosonics’ remuneration framework aims to reward executive KMP to achieve sustainable growth of the business and the creation of shareholder value in the short, medium and long term. 4.5.1 Nanosonics’ financial performance Sales revenue ($’000) Profit/(loss) before tax ($’000) Net profit/(loss) after tax ($’000) Pre-tax basic earnings per share (Pre-tax EPS) (cents) Basic earnings per share (EPS) (cents) Share price as at 30 June ($) TSR percentile ranking 2 1. Not measured. 2017 67,507 13,852 26,158 4.66 8.79 2.54 2016 2015 2014 2013 42,796 22,214 21,492 14,899 136 122 0.05 0.04 2.19 91st (5,465) (5,460) (2,636) (2,605) (5,735) (5,768) nm 1 (2.03) 1.70 nm 1 nm 1 (0.99) 0.79 nm 1 nm 1 (2.21) 0.60 nm 1 2. TSR percentile ranking is measured over the 3 Financial Years from the date of release of the Company’s result at the beginning of the performance cycle through to the period when the Company’s results for Year 3 of the performance cycle are known to the market. Further explanation of details on Nanosonics’ performance for the 2017 Financial Year is provided in the CEO’s report and the Regional highlights on pages 6 to 14 of this Annual Report. 4.5.2 Short Term Incentives Nanosonics’ STI is dependent upon sales, PBT and individual performance goals. The relationship between Nanosonics’ financial performance and the average STI payouts to executive KMP for each of the last five years is shown in the chart below. 0 0 0 , $ 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 – (10,000) 36 % I T S 120% 100% 80% 60% 40% 20% 0% 2013 2014 2015 2016 2017 Sales revenue Profit/(loss) before tax Average executive KMP STI % Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) The average STI payout to executive KMP for the 2017 Financial Year was 87.60% and details of the award to each executive KMP are set out in the table below. Executive KMP Position Michael Kavanagh CEO/President, Managing Director Ron Weinberger President, Technology Development/ Commercialisation McGregor Grant CFO/Company Secretary Gerard Putt Chief Operations Officer Steven Farrugia SVP – Design and Development Maximum STI % of 2017 Base Salary1 STI awarded as a % of potential2 Cash STI award in 2017 ($)3 Deferred equity STI award ($)3 % Forfeited 50% 89.50% 111,961 111,961 10.50% 30% 86.25% 41,309 41,309 13.75% 30% 89.75% 43,782 43,782 10.25% 30% 87.75% 35,341 35,341 12.25% 30% 84.75% 33,053 33,053 15.25% 1. Refers to the total STI opportunity, including cash and deferred equity as indicated in Section 4.2.1. The deferred equity will be awarded in the following year. 2. These amounts were finally determined by the Board on 18 August 2017 after the audited results for the 2017 Financial Year were known and performance reviews were completed and approved by the Board. 3. The equivalent number of Performance Rights to be awarded in the following year will be determined as set out in Section 4.4.1. The annual STI awarded to each executive KMP was based on the achievement of Board agreed financial objectives as well as specific corporate initiatives associated with the installed base expansion, geographic market expansion and product development. The Board determined the actual STI payments in respect of the 2017 Financial Year, which were based on the relative achievement of the financial hurdles and each executive KMP’s performance across a number of targets approved at the beginning of the financial fear. Details of the key achievements of the business are outlined in the CEO’s report and the Regional highlights on pages 6 to 14 of this Annual Report. 4.5.3 Long Term Incentives Executive KMP are only entitled to a benefit under the current Company’s LTI scheme if the relevant performance hurdles are met. Relative TSR and EPS hurdles are generally accepted proxies for creation of shareholder value and in the earlier stages of Nanosonics’ development, the Board considered revenue growth to be a priority. The Board believes an appropriate balance between these performance criteria is a sound guide to medium and long term performance. The mix of each of these components in respect of the 2016, 2015 and 2014 Long Term Incentive Schemes is summarised in Section 4.4.2 and the specific details of each of these components are discussed below. 37 Financial reportDirectors’ report (continued) Relative Total Shareholder Return The comparator groups of companies that have been used in in respect of the 2016, 2015 and 2014 Long Term Incentive Schemes are summarised below. 2016 LTIS Comparator Group 1 (TSR-1) ACG AtCor Medical Holdings Limited ELX Ellex Medical Lasers Limited RHT Resonance Health Limited AHZ Admedus Limited FPH Fisher & Paykel Healthcare Corporation RMD ResMed Inc. ALT Analytica Limited AMT Allegra Orthopaedics Limited ANN Ansell Limited AXP AirXpanders, Inc. GID IMI IPD ITD GI Dynamics, Inc. IM Medical Limited ImpediMed Limited ITL Limited RSH RVA SDI Respiri Limited REVA Medical, Inc. SDI Limited SOM SomnoMed Limited AZV Azure Healthcare Limited LBT LBT Innovations Limited TSXV:SV Simavita Limited CLV Clover Corporation Limited M7T Mach7 Technologies Limited CMP Compumedics Limited MGZ Medigard Limited COH Cochlear Limited MLA Medical Australia Limited CYC Cyclopharm Limited OIL Optiscan Imaging Limited DXB Dimerix Limited OSP Osprey Medical Inc. 2016 LTIS Comparator Group 2 (TSR-2) ACX Aconex Limited ALU Altium Limited API Australian Pharmaceutical Industries Limited IPD IFM IRE Impedimed Limited Infomedia Limited IRESS Limited CL1 Class Limited CSV CSG Limited ISD iSentia Group Limited JHC Japara Healthcare Limited EHE Estia Health Limited MYX Mayne Pharma Group Limited FPH Fisher & Paykel Healthcare MSB Mesoblast Limited Corp Limited UBI UCM UNS Universal Biosensors Inc. Uscom Limited Unilife Corporation NTC NXT REG SIG SPL TNE VRT Netcomm Wireless Limited Nextdc Limited Regis Healthcare Limited Sigma Pharmaceuticals Limited Starpharma Holdings Limited Technology One Limited Virtus Health Limited GBT GBST Holdings Limited MVF Monash IVF Group Limited WTC Wisetech Global Limited HSN Hansen Technologies Limited MYO MYOB Group Limited 2015 LTIS Comparator Group 1 (TSR-1) 3DM 3D Medical Limited ELX Ellex Medical Lasers Limited OSP Osprey Medical Inc. ACG AtCor Medical Holdings Limited FPH Fisher & Paykel Healthcare Corporation RHT Resonance Health Ltd. AHZ Admedus Limited GID GI Dynamics, Inc. RMD ResMed Inc. ALT Analytica Ltd. AMT Allegra Orthopaedics Limited ANN Ansell Ltd. AXP AirXpanders, Inc. IMI IPD ISN ITD IM Medical Ltd. ImpediMed Limited iSonea Limited ITL Ltd. RVA SBN SDI REVA Medical, Inc. Sun Biomedical Limited SDI Limited SOM SomnoMed Limited AZV Azure Healthcare Limited LBT LBT Innovations Limited TSXV:SV Simavita Limited CLV Clover Corporation Limited MCT Metalicity Limited CMP Compumedics Ltd. MGZ Medigard Limited COH Cochlear Ltd. MLA Medical Australia Limited CYC Cyclopharm Limited OIL Optiscan Imaging Ltd. UBI UCM UNS Universal Biosensors Inc. Uscom Limited Unilife Corporation 38 Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) 2015 LTIS Comparator Group 2 (TSR-2) CIP Centuria Industrial REIT (formerly 360 Capital Industrial Fund) FPH Fisher & Paykel Healthcare Corporation Limited JHC Japara Healthcare Limited ABP Abacus Property Group FXL Flexigroup Limited MYX Mayne Pharma Group Limited ACR Acrux Limited ALU Altium Limited ARF Arena REIT AJA Astro Japan Property Group FET GTY GBT GDI Folkestone Education Trust Gateway Lifestyle Group GBST Holdings Limited GDI Property Group Limited VLW Villa World Limited GHC Generation Healthcare REIT API Australian Pharmaceutical Industries Limited AOG Aveo Group GMA GMF Genworth Mortgage Insurance Australia Limited MSB MVF MOC MYO NSR NXT Mesoblast Limited Monash IVF Group Limited Mortgage Choice Limited MYOB Group Limited National Storage REIT Nextdc Limited Growthpoint Metro Office Fund (formerly GPT Metro Office Fund Units) NHF NIB Holdings Limited BNO Bionomics Limited GXL Greencross Limited BTT BT Investment Management Limited GOZ Growthpoint Properties Australia Limited BWP BWP Trust HSN Hansen Technologies Limited CAJ Capitol Health Limited HFA HFA Holdings Limited CWP Cedar Woods Properties Limited HIL Hills Limited CHC Charter Hall Group HPI Hotel Property Investments Limited CQR Charter Hall Retail REIT IMF IMF Bentham Limited CVO Cover-More Group Limited IPD Impedimed Limited CMW Cromwell Property Group CSV CSG Limited ECX Eclipx Group Limited EQT EQT Holdings Limited EHE Estia Health Limited IDR IFM INA IRE ISD Industria REIT Fund Infomedia Limited Ingenia Communities Group IRESS Limited iSentia Group Limited 2014 LTIS Comparator Group 1 (TSR-1) ACG AtCor Medical ACL Alchemia Limited ELX GID Ellex Medical Lasers Limited Gi Dynamics, Inc ACR Acrux Limited GTG Genetic Technologies Ltd ADO Anteo Diagnostics AHZ Allied Health Ltd ANP Antisense Therapeutics Ltd IDT IPD IVX IDT Australia Limited Impedimed Limited Invion Ltd OFX PAC PTM RKN REG SCP SIG SMX SPL SDF TNE UXC VRT PBT PRR PVA PXS PYC QRX OzForex Group Limited Pacific Current Group Limited Platinum Asset Management Limited Reckon Limited Regis Healthcare Limited Shopping Centres Australasia Property Group RE Limited Sigma Healthcare Limited (formerly Sigma Pharmaceuticals Limited) SMS Management & Technology Limited Starpharma Holdings Limited Steadfast Group Limited Technology One Limited UXC Limited Virtus Health Limited Phosphagenics Limited Prima Biomed Psivida Limited Pharmaxis Ltd Phylogica Ltd Qrxpharma Ltd AVH Avita Medical Ltd LCT Living Cell Technologies Ltd RMD ResMed Inc. AVX Avexa Limited MSB Mesoblast Ltd RVA Reva Medical, Inc BLT Benitec Biopharma Ltd MVP Medical Developments International Ltd BNO Bionomics Limited MYX Mayne Pharma Group Ltd CDY Cellmid Limited NEU Neuren Pharmaceuticals Ltd CIR Circadian Technologies Ltd OIL Optiscan Imaging CMP Compumedics Limited OSP Osprey Med Inc SOM SomnoMed Limited SPL SRX TIS UBI Starpharma Holdings Ltd Sirtex Medical Ltd Tissue Therapies Ltd Universal Biosensors COH Cochlear Limited CSL CSL Limited PAB PBT CUV Clinuvel Pharmaceuticals Ltd Patrys Limited UCM Uscom Limited Prana Biotechnology Limited VLA Viralytics Ltd The TSR hurdle set and the relative vesting schedule meet contemporary market standards according to independent advice received by the Board. Testing of performance against the relevant comparator group will only occur at the vesting date of each grant because, in the opinion of the Board, the cost of preparing an interim TSR performance measure against each of the Comparator Groups outweighs the benefit of this disclosure. 39 Financial reportDirectors’ report (continued) Earnings Per Share The total number of performance rights and options granted subject to Nanosonics achieving a target pre-tax Earnings Per Share (EPS), as pre-determined by the Board. Further details of the vesting of performance rights and options are set out in Section 4.4.2. For the 2016 LTIS, the relevant year for determining achievement of the EPS hurdle is the financial year ending on 30 June 2019. Nanosonics’ pre-tax EPS for the financial years ended 30 June 2016 and 2017 is as follows. Year 2017 2016 Pre-tax EPS 4.66 cents 0.05 cents Revenue The revenue target under the 2014 LTIS required Nanosonics to achieve sales in 2017 of $49.5 million for 100% vesting. 2017 sales were $67.5 million, 36% higher than the performance hurdle set by the Board. Accordingly, 100% of the performance rights granted under the 2014 LTIS will vest. Vesting outcome of 2013 LTIS The performance conditions associated with the 2013 LTIS included a TSR hurdle and a revenue hurdle. To achieve 100% vesting, Nanosonics’ relative TSR performance compared against the selected group of comparator companies for the 2013 LTIS was required to be at or above the 75% percentile and revenue was required to be at or above $36.7 million. Following the release of the Company’s 2016 financial statements Nanosonics’ relative TSR ranking was determined to be in the 91st percentile and for the year ended 30 June 2016 Nanosonics’ sales were $42.8 million. Accordingly, 100% of the performance rights granted under the 2013 LTIS vested during the 2017 Financial Year. 4.6 Executive remuneration 4.6.1 Executive remuneration table – audited statutory disclosure (accounting cost to Nanosonics) Fixed remuneration Variable remuneration Total Short-term Long-term Total Short- term Equity compensation Total Non- monetary benefits and others Super- annuation Other long term benefits Cash bonus3 Performance rights and options 4 – – – 19,616 54,084 539,443 111,961 446,663 558,624 1,098,067 19,308 37,107 487,260 112,923 580,863 693,786 1,181,046 19,616 34,254 340,012 41,309 178,125 219,434 559,446 Salary and fees 465,743 430,845 286,142 309,529 11,180 20,917 29,964 371,590 46,500 205,181 251,681 623,271 311,492 283,031 231,224 212,549 192,697 – – 37 – 19,616 30,744 361,852 43,782 150,636 194,418 556,270 19,308 44,640 347,016 47,361 174,250 221,611 568,627 19,616 28,664 279,504 35,341 122,889 158,230 437,734 264 19,308 28,592 260,713 38,818 141,255 180,073 440,786 – – – 16,583 16,484 225,764 33,053 31,777 64,830 290,594 – – – – – – – 95,047 164,230 1,746,575 265,446 930,090 1,195,536 2,942,111 Michael Kavanagh 1 Ron Weinberger McGregor Grant Gerard Putt Steven Farrugia2 Year 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Total 2017 1,487,298 2016 1,235,954 11,481 78,841 140,303 1,466,579 245,602 1,101,549 1,347,151 2,813,730 Proportion of total remuneration Performance related % 51% 59% 39% 40% 35% 39% 36% 41% 22% – 41% 48% 1. As part of Mr Kavanagh’s appointment as CEO and President, he was granted 1,500,000 performance rights in respect of the 2013 and 2014 LTIS subject to the relevant vesting conditions. This grant was approved by the shareholders at the 2013 AGM. 2. Dr Farrugia joined the Company on 5 September 2016. No “sign on bonus” was paid. 3. The cash bonus is for the performance during the respective financial year based on the criteria set out in Section 4.4.1. 2017 amounts represent the cash STI opportunity accrued related to the financial year based on the achievement of individual goals and satisfaction of specified performance criteria. The actual cash STI award is disclosed in Section 4.5.2. 4. The amount disclosed is the amount of the fair value of the performance rights and options recognised as an expense in each reporting period. It also covers both the performance rights and options issued under the 2016 LTIS as well as the deferred STI. The ability to exercise the performance rights and options is subject to vesting conditions. 4.6.2 Executive remuneration table – unaudited This table represents the value to the executive KMP of cash paid and vested equity awards (intrinsic value) received during the year, and unvested equity awards (IFRS-2 value) granted during the financial year at risk. The LTI equity granted is a value determined under IFRS-2 40 Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) which may or may not vest depending on future outcomes that are uncertain. Accordingly, this table incorporates data that could represent an accumulation of outcomes arising from multiple years. Short-term benefits Fixed remuneration 3 ($) Incentives 4 ($) Past at-risk remuneration received Value of performance rights5/6 ($) Actual remuneration received during year Future at risk remuneration received during year STI (deferred as equity) 7 ($) LTI (Equity) granted 7 ($) ($) 2,448,375 3,081,298 113,047 Michael Kavanagh 1 Ron Weinberger McGregor Grant Gerard Putt Steven Farrugia 2 Total 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 520,000 471,000 338,916 348,622 340,594 335,087 267,878 254,944 212,280 – 112,923 108,467 45,338 38,750 46,888 38,318 38,333 31,255 – – 1,679,668 1,621,933 243,482 216,790 96,465 497,408 72,533 376,745 52,810 310,080 39,220 – – 3,632,608 261,028 675,932 881,662 459,905 764,227 426,215 616,291 325,419 212,280 – 75,696 45,387 42,842 46,940 42,364 38,375 34,556 – – 332,044 260,671 105,943 89,450 110,111 91,108 87,623 74,674 89,797 – 5,555,758 2,099,751 243,749 195,458 725,517 605,700 1. As part of Mr Kavanagh’s appointment as CEO and President, he was granted 1,500,000 performance rights in respect of the 2013 and 2014 LTIS subject to the relevant vesting conditions. This grant was approved by the shareholders at the 2013 AGM. 2. Dr Farrugia joined the Company on 5 September 2016. No “sign on bonus” was paid. 3. Includes base salary, superannuation, and other cash benefits received during the year (excludes annual leave and long service leave accrual). 4. STI received as cash in respect of the previous Financial Year. The incentive paid to the CEO&P in 2016 includes a payment of $40,000 that was made at the discretion of the Board in respect of the 2015 Financial Year. 5. Intrinsic value at vesting date of performance rights and options issued in previous periods that vested during the year. 6. Includes 2015 deferred STI and 2013 LTIS which vested at 100% following the achievement of the performance hurdles. 7. Accounting value of performance rights and options awarded during the year that are unvested and subject to vesting conditions (i.e. achievement of performance conditions and service conditions). 4.7 Other remuneration elements and disclosures relevant to Executive KMP 4.7.1 Clawback Nanosonics has implemented a policy that gives the Board discretion to clawback or reduce STI or LTI awards if it becomes aware of circumstances that have resulted in an unfair benefit to the executive KMP including a material mistatement of the Group’s financial statements or misconduct of an executive KMP. The policy is available on Nanosonics’ website, www.nanosonics.com under Investor Centre, Corporate Governance. 4.7.2 Securities trading restrictions Under the Nanosonics Limited Securities Trading Policy and in accordance with the Corporations Act 2001, securities granted under Nanosonics’ equity incentive schemes must remain at risk until vested, or until exercised, if options or performance rights. It is a specific condition of grant that no schemes are entered into by an individual or their associates that specifically protects the unvested value of shares, options or performance rights allocated. KMPs are not permitted to deal at any time in financial products such as options, warrants, futures or other financial products issued over Nanosonics’ securities by third parties such as banks and other institutions without the prior approval of the Board. An exception may apply where the securities form a component of a listed portfolio or index product. KMPs are not permitted to enter into transactions in products associated with the securities without the prior approval of the Board, which operates to limit the economic risk of their security holding in the Company (e.g. hedging arrangements). Nanosonics, as required under the ASX Listing Rules, has a formal policy setting down how and when employees, including KMPs of Nanosonics Limited, may deal in Nanosonics securities. A copy of the Company’s Securities Trading Policy is available on Nanosonics’ website, www.nanosonics.com under Investor Centre, Corporate Governance. 4.7.3 Cessation of employment provisions No benefits are payable on termination other than accrued entitlements. The provisions that apply for STI and LTI awards in the case of cessation of employment are detailed in Section 6. 41 Financial reportDirectors’ report (continued) 4.7.4 Change of control The provisions that apply for STI and LTI awards in the case of a change of control are detailed in Section 6. 4.7.5 Conditions of LTI grants The conditions under which LTI awards (performance rights) are granted are approved by the Board in accordance with the relevant scheme rules as summarised in Section 5. 5.0 Employee Share Scheme information This section provides: 1. A description of the Employee Share Schemes (ESS) Nanosonics uses to provide equity rewards to Nanosonics employees. 2. Disclosures required in relation to ESS grants provided to KMP. 3. Disclosures required about ESS instruments that Nanosonics has issued. 4. Disclosures required in relation to Nanosonics’ shares and other ESS instruments held by KMP. 5.1 Employee Share Schemes operated by Nanosonics On 4 November 2016 the Nanosonics Omnibus Equity Plan (NOEP) was adopted following approval by shareholders at the Annual General Meeting of shareholders. The Omnibus Plan allows the Board to issue a range of incentive awards with the purpose of providing competitive, performance-based remuneration in alignment with the interests of shareholders. The NOEP operates in accordance with the terms of the Nanosonics Omnibus Equity Plan Trust Deed, under which the trustee may subscribe for, or acquire, deliver, allocate or hold, shares for the benefit of the participant. The key terms of the NOEP were set out in the notice of meeting for the 2016 AGM. Participants will be able to access the relevant taxation concessions available under the Income Tax Assessment Act 1997 (ITAA 1997). Following the adoption of the NOEP, the Nanosonics Employee Share Option Plan (ESOP), the General Share Option Plan (GSOP), the Deferred Employee Share Plan (DESP) and the Nanosonics Exempt Employee Share Plan (EESP) are being phased out and replaced by the NOEP. Details of securities issued during the 2017 Financial Year and the number of outstanding securities as at the date of this report were as follows. Plan name Type of instruments Details Nanosonics Omnibus Equity Plan (NOEP) Performance rights Options Nanosonics Deferred Employee Share Plan (DESP) Ordinary shares Since the NOEP was approved, 495,783 options and 583,258 performance rights have been issued to the Plan. 495,783 options and 573,134 performance rights remain outstanding as at the date of this report. The purpose of the plan is provide eligible employees (including Executive Directors but excluding NED) with performance incentives through opportunities to acquire beneficial ownership of shares in the Company and to access the taxation concessions available under the Income Tax Assessment Act. As at the date of this report, the DESP holds 2,152,589 unrestricted shares held in trust for employees. No new shares were issued under the plan. No grants have been made under the EESP. This plan was phased out accordingly. Performance Rights No new options were granted under the ESOP. As at the date of this report, 2,452,292 performance rights remain outstanding. Options No options were granted under the GSOP in 2017 and there were no outstanding options as at the date of this report. This plan was phased out accordingly. Nanosonics Exempt Employee Share Plan (EESP) Nanosonics Employee Share Option Plan (ESOP) Nanosonics General Share Option Plan (GSOP) 42 Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) 5.2 ESS grants to KMP 5.2.1 Analysis of share-based payments granted as remuneration Details of the vesting profiles for the year and as at 30 June 2017 of the performance rights and options granted as remuneration to each Executive KMP are set out below: Performance Rights Options KMP Michael Kavanagh Ron Weinberger McGregor Grant Gerard Putt Steven Farrugia Description 2016 LTIS Tranche 1 2016 LTIS Tranche 2 2016 LTIS Tranche 3 2016 LTIS Tranche 1 2016 LTIS Tranche 2 2016 LTIS Tranche 3 2016 Deferred STI 2015 LTIS Tranche 1 2015 LTIS Tranche 2 2015 Deferred STI 2013 LTIS Tranche 11 2013 LTIS Tranche 21 2013 LTIS Tranche 3 2013 LTIS Tranche 4 Total 2016 LTIS Tranche 1 2016 LTIS Tranche 2 2016 LTIS Tranche 3 2016 LTIS Tranche 1 2016 LTIS Tranche 2 2016 LTIS Tranche 3 2016 Deferred STI 2015 LTIS Tranche 1 2015 LTIS Tranche 2 2015 Deferred STI 2014 LTIS Tranche 1 2014 LTIS Tranche 2 2013 LTIS Tranche 11 2013 LTIS Tranche 21 Total 2016 LTIS Tranche 1 2016 LTIS Tranche 2 2016 LTIS Tranche 3 2016 LTIS Tranche 1 2016 LTIS Tranche 2 2016 LTIS Tranche 3 2016 Deferred STI 2015 LTIS Tranche 1 2015 LTIS Tranche 2 2015 Deferred STI 2014 LTIS Tranche 1 2014 LTIS Tranche 2 2013 LTIS Tranche 11 2013 LTIS Tranche 21 Total 2016 LTIS Tranche 1 2016 LTIS Tranche 2 2016 LTIS Tranche 3 2016 LTIS Tranche 1 2016 LTIS Tranche 2 2016 LTIS Tranche 3 2016 Deferred STI 2015 LTIS Tranche 1 2015 LTIS Tranche 2 2015 Deferred STI 2014 LTIS Tranche 1 2014 LTIS Tranche 2 2013 LTIS Tranche 11 2013 LTIS Tranche 21 Total 2016 LTIS Tranche 1 2016 LTIS Tranche 2 2016 LTIS Tranche 3 2016 LTIS Tranche 1 2016 LTIS Tranche 2 2016 LTIS Tranche 3 Total Grant Date 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 04-Jan-16 04-Jan-16 11-Nov-15 08-Nov-13 08-Nov-13 08-Nov-13 08-Nov-13 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 04-Jan-16 04-Jan-16 11-Nov-15 11-Mar-15 11-Mar-15 08-Nov-13 08-Nov-13 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 04-Jan-16 04-Jan-16 11-Nov-15 11-Mar-15 11-Mar-15 03-Mar-14 03-Mar-14 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 04-Jan-16 04-Jan-16 11-Nov-15 11-Mar-15 11-Mar-15 03-Mar-14 03-Mar-14 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 05-Jan-17 Vesting Date 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 01-Sep-17 31-Aug-18 31-Aug-18 01-Sep-16 31-Aug-16 31-Aug-16 31-Aug-17 31-Aug-17 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 01-Sep-17 31-Aug-18 31-Aug-18 01-Sep-16 31-Aug-17 31-Aug-17 31-Aug-16 31-Aug-16 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 01-Sep-17 31-Aug-18 31-Aug-18 01-Sep-16 31-Aug-17 31-Aug-17 31-Aug-16 31-Aug-16 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 01-Sep-17 31-Aug-18 31-Aug-18 01-Sep-16 31-Aug-17 31-Aug-17 31-Aug-16 31-Aug-16 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 31-Aug-19 Expiry Date 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 01-Sep-20 30-Sep-18 30-Sep-18 01-Oct-16 30-Sep-16 30-Sep-16 30-Sep-17 30-Sep-17 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 01-Sep-20 30-Sep-18 30-Sep-18 01-Oct-16 30-Sep-17 30-Sep-17 30-Sep-16 30-Sep-16 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 01-Sep-20 30-Sep-18 30-Sep-18 01-Oct-16 30-Sep-17 30-Sep-17 30-Sep-16 30-Sep-16 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 01-Sep-20 30-Sep-18 30-Sep-18 01-Oct-16 30-Sep-17 30-Sep-17 30-Sep-16 30-Sep-16 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 31-Aug-22 Exercise Price $ - - - 2.85 2.85 2.85 - - - - - - - - - - - 2.85 2.85 2.85 - - - - - - - - - - - 2.85 2.85 2.85 - - - - - - - - - - - 2.85 2.85 2.85 - - - - - - - - - - - 2.85 2.85 2.85 Number granted 10,535 10,534 21,069 - - - 36,823 103,441 103,441 48,061 Number vested during the year - - - - - - - - - 48,061 375,000 375,000 375,000 375,000 - 375,000 - 375,000 1,833,904 798,061 - - - - - - - - - 27,201 - - 67,409 67,409 361,791 162,019 - - - - - - - 3,361 3,361 6,723 - - - 14,784 35,496 35,496 27,201 50,276 50,275 67,409 67,409 2,568 2,567 5,135 - - - 15,290 36,154 36,154 26,898 36,041 36,041 47,888 47,889 2,043 2,043 4,087 - - - 12,500 29,632 29,633 21,940 29,739 29,739 39,514 39,515 26,898 - - 47,888 47,889 292,625 122,675 - - - - - - - - - 21,940 - - 39,514 39,515 240,385 100,969 - - - - - - - 1,369 1,368 2,737 - - - 5,474 3,361 3,361 6,723 Number granted - - - 52,827 52,826 36,823 103,441 103,441 - - - 375,000 375,000 Balance Balance at year at year end end - 10,535 - 10,534 - 21,069 52,827 - - 52,826 - 105,653 105,653 - - - - - - - - - - - - - - - - 798,061 1,035,843 211,306 211,306 - - - 16,855 16,854 33,710 - - - - - - - - 67,419 - - - 20,028 20,028 40,056 - - - - - - - - 80,112 - - - 15,937 15,937 31,875 - - - 16,855 16,854 33,710 - - - - - - - - 67,419 - - - 20,028 20,028 40,056 - - - - - - - - 80,112 - - - 15,937 15,937 31,875 15,290 36,154 36,154 - 36,041 36,041 - - 169,950 2,043 2,043 4,087 14,784 35,496 35,496 - 50,276 50,275 - - 199,772 2,568 2,567 5,135 % vested during the year - - - - - - - - - Number vested to date - - - - - - - - - 100% 48,061 100% 375,000 100% 375,000 - - - - - - - - - - - - - - - - - - - - - - 0% 0% - - - - - - - - - 100% 27,201 - - 100% 67,409 100% 67,409 162,019 - - - - - - - - - 100% 26,898 - - 100% 47,888 100% 47,889 122,675 - - - - - - - - - 100% 21,940 - - 100% 39,514 100% 39,515 100,969 - - - - - - - - - - - - - - 0% 0% - - - - - - - 0% 0% 0% 0% 12,500 29,632 29,633 - 29,739 29,739 - - 139,416 1,369 1,368 2,737 - - - 5,474 - - - - - - - 63,749 - - - 18,299 18,299 36,599 73,197 - - - - - - - 63,749 - - - 18,299 18,299 36,599 73,197 1. The performance conditions associated with the 2013 LTIS were fully met. Accordingly, these performance rights vested on 31 August 2016. There were no performance rights or options forfeited or lapsed during the period. No share-based payments were settled in cash. Total intrinsic value of performance rights and options at year end ($) 26,759 26,756 53,515 - - - 93,530 262,740 262,740 - - - 952,500 952,500 2,631,041 8,537 8,537 17,076 - - - 37,551 90,160 90,160 - 127,701 127,699 - - 507,421 6,523 6,520 13,043 - - - 38,837 91,831 91,831 - 91,544 91,544 - - 431,673 5,189 5,189 10,381 - - - 31,750 75,265 75,268 - 75,537 75,537 - - 354,117 3,477 3,475 6,952 - - - 13,904 43 Financial reportDirectors’ report (continued) 5.2.2 Exercise of performance rights and options granted as remuneration During the financial year, the following shares were issued on the exercise of performance rights previously granted as part of remuneration to KMP: KMP Michael Kavanagh Ron Weinberger McGregor Grant Gerard Putt Steven Farrugia Total Number of shares Amount paid per share ($) Total amount paid ($) 798,061 162,019 122,675 100,969 – 1,183,724 – – – – – – – – – – – – Intrinsic value1 ($) 2,448,375 497,408 376,745 310,080 – 3,632,608 1. The intrinsic value of the shares is calculated as the market price of the shares of the of the Company on the ASX as at close of trading on the date the options were exercised and the shares were issued after deducting the price paid to exercise the option; or the 5-day volume weighted average price of the shares on the vesting date of zero-priced performance rights. There are no amounts unpaid on the shares issued as a result of the exercise of the options in the current financial year or in prior years. There were no options exercised during the year. 5.2.3 Analysis of movement in performance rights and options The movement in number and value during the financial year of performance rights and options over ordinary shares of Nanosonics Limited held by KMP is detailed below. Balance at start of the year Granted in year Exercised in year Forfeited in year Balance at end of the year KMP Number Value ($)1 Number Value ($)1 Number Value ($)2 Number Value ($)2 Number Value ($)1 Performance rights Michael Kavanagh Ron Weinberger McGregor Grant 1,754,943 1,495,305 78,961 229,558 798,061 2,448,375 333,562 389,751 28,229 82,563 162,019 497,408 267,065 312,698 25,560 75,337 122,675 376,745 Gerard Putt 219,712 257,116 19,398 60,974 100,969 310,080 Steven Farrugia – – 5,474 15,136 – – Total 2,575,282 2,454,870 157,622 463,567 1,183,724 3,632,608 Options Michael Kavanagh Ron Weinberger McGregor Grant Gerard Putt Steven Farrugia Total – – – – – – – 211,306 215,532 – 67,419 68,767 – 80,112 81,714 – 65,024 65,024 – 73,197 74,661 – 497,058 505,699 – – – – – – – – – – – – – – – – – – – – – – – – – 1,035,843 1,075,680 – 199,772 326,384 – 169,950 277,109 – 138,141 226,961 – 5,474 15,136 – 1,549,180 1,921,269 – 211,306 215,532 – 67,419 68,767 – – – 80,112 81,714 65,024 65,024 73,197 74,661 – 497,058 505,699 1. The fair value of the performance rights and options granted in the year is the fair value of the options calculated at grant date and derived by applying the valuation methodology prescribed under IRS-2. The total value of performance rights and options granted is included in the table above. This amount is allocated to remuneration over the vesting period. 2. The value of performance rights and options exercised and forfeited during the year is calculated as the market price of the shares of the of the Company on the ASX as at close of trading on the date the options were exercised and the shares were issued after deducting the price paid to exercise the option; or the 5-day volume weighted average price of the shares on the vesting date of zero-priced performance rights. 3. No performance rights or options as at 30 June 2017 have vested or are exercisable. 44 Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) 5.3 Fair value of share-based compensation The following factors and assumptions were used in determining the fair value on grant date of performance rights and options granted to directors and KMP under ESOP which were unexpired on 30 June 2017, including those granted during the period: Description Performance rights Vesting conditions 2013 LTIS Tranche 3 – CEO Relative TSR performance and service 2013 LTIS Tranche 4 – CEO FY17 Revenue and service 2014 LTIS Tranche 1 – Other KMP 2014 LTIS Tranche 2 – Other KMP 2015 LTIS Tranche 1 – CEO & KMP 2015 LTIS Tranche 2 – CEO & KMP 2016 LTIS Tranche 1 2016 LTIS Tranche 2 2016 LTIS Tranche 3 Relative TSR performance and service FY17 Revenue and service Relative TSR performance and service Relative TSR performance and service Relative TSR performance and service Relative TSR performance and service Pre-tax EPS and service Grant date Vesting date Expiry date Share price at grant date ($) Exercise price ($) Valuation model 01-Nov-13 31-Aug-17 30-Sep-17 0.85 – Monte Carlo 01-Nov-13 31-Aug-17 30-Sep-17 0.85 – Binomial 11-Mar-15 31-Aug-17 30-Sep-17 1.72 – Monte Carlo 11-Mar-15 31-Aug-17 30-Sep-17 1.72 – Binomial 04-Jan-16 31-Aug-18 30-Sep-18 1.67 – Monte Carlo 04-Jan-16 31-Aug-18 30-Sep-18 1.67 – Monte Carlo 05-Jan-17 31-Aug-19 31-Aug-22 3.07 – Monte Carlo 05-Jan-17 31-Aug-19 31-Aug-22 3.07 – Monte Carlo 05-Jan-17 31-Aug-19 31-Aug-22 3.07 – Black-Scholes 2016 Deferred STI Service 05-Jan-17 01-Sep-17 01-Sep-20 3.07 – Black-Scholes Options 2016 LTIS Tranche 1 2016 LTIS Tranche 2 2016 LTIS Tranche 3 Relative TSR performance and service Relative TSR performance and service Pre-tax EPS and service 05-Jan-17 31-Aug-19 31-Aug-22 3.07 2.85 Monte Carlo 05-Jan-17 31-Aug-19 31-Aug-22 3.07 2.85 Monte Carlo 05-Jan-17 31-Aug-19 31-Aug-22 3.07 2.85 Black-Scholes 45 Financial reportDirectors’ report (continued) 5.4 KMP equity interests In accordance with the Corporations Act (section 205G (1)), Nanosonics is required to notify the interests (shares and rights to shares) of directors to the ASX. In the interests of transparency and completeness of disclosure we have provided this information for each director (as required under the Corporations Act) and all other Executive KMP. Equity interests as at 30 June 2017 Non-Executive Directors Maurie Stang 4 Richard England David Fisher Steven Sargent Marie McDonald Executive Director Michael Kavanagh Other Executive KMP Ron Weinberger 5 McGregor Grant Gerard Putt 4 Steven Farrugia Nanosonics Limited ordinary shares 1 Performance rights and options over Nanosonics Limited ordinary shares Total intrinsic value of NAN securities as at year end ($) 2/3 22,679,701 128,301 503,940 66,000 19,600 – – – – – 57,606,441 325,885 1,280,008 167,640 49,784 1,018,540 1,247,149 5,218,133 220,013 595,000 189,270 – 267,191 250,062 203,165 78,671 1,066,254 1,942,973 834,862 13,904 1. Includes the number of Nanosonics shares held directly or indirectly and under the employee share plans. 2. The intrinsic value of Nanosonics shares calculated as at the closing share price of Nanosonics Limited on 30 June 2017 times the number of shares. 3. The intrinsic value of performance rights and options calculated as at the closing share price of Nanosonics Limited on 30 June 2017 less the applicable exercise price times the number of and performance rights and options. 4. Includes shares held by a close family member. 5. Dr Weinberger was previously an Executive Director but retired from the Board on 4 November 2016. He was an Executive KMP for the full year. Equity interests as at the date of this report Non-Executive Directors Maurie Stang 2 Richard England David Fisher Steven Sargent Marie McDonald Executive Director Michael Kavanagh Other Executive KMP Ron Weinberger 3 McGregor Grant Gerard Putt 2 Steven Farrugia Nanosonics Limited ordinary shares 1 Performance rights and options over Nanosonics Limited ordinary shares 22,793,301 128,301 503,940 66,000 19,600 1,018,540 220,013 595,000 189,270 – – – – – – 1,247,149 267,191 250,062 203,165 78,671 1. Includes the number of Nanosonics shares held directly or indirectly and under the employee share plans. 2. Includes shares held by a close family member. 3. Dr Weinberger was previously an Executive Director but retired from the Board on 4 November 2016. He is an Executive KMP for the full year. Refer to Section 4.5.2 regarding Securities Trading Restrictions. 46 Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) 5.5 KMP share movement The numbers of shares in the Company held during the financial year by KMP, including their personally-related parties, are set out below. Balance at start of the year Received during the year on the exercise of performance rights and options Sale of shares during the year Other net changes during the year Balance at end of the year Non-Executive Directors Maurie Stang 1 22,679,701 Richard England David Fisher Steven Sargent 2 Marie McDonald 3 Executive Director 128,301 503,940 – – – – – – – Michael Kavanagh 220,479 798,061 – – – – – – Other Executive KMP Ron Weinberger 4 McGregor Grant Gerard Putt 1 Steven Farrugia 5 104,994 633,584 128,751 – 162,019 (47,000) 122,675 (161,259) 100,969 (41,000) – – – – 66,000 19,600 – – – 550 – 22,679,701 128,301 503,940 66,000 19,600 1,018,540 220,013 595,000 189,270 – 1. Includes shares held by a close family member. 2. Mr Sargent was appointed to the Board on 6 July 2016. Change in shares above represents his on-market purchase of shares to the Company during the period. 3. Ms McDonald was appointed to the Board on 24 October 2016. Change in shares above represents her on-market purchase of shares to the Company during the period. 4. Dr Weinberger was previously an Executive Director but retired from the Board on 4 November 2016. He is an Executive KMP for the full year. 5. Dr Farrugia joined the Company on 5 September 2016 and currently holds no shares. 47 Financial reportDirectors’ report (continued) 6.0 Employment agreements 6.1 CEO and President The following sets out the key terms of the employment agreement for the CEO and President, Michael Kavanagh. Length of contract Ongoing employment contract until notice is given by either party. Fixed Remuneration $530,400 p.a., inclusive of superannuation and reviewed annually. Short-term Incentive 50% of Base Salary. Long-term Incentive 60% of Base Salary. LTI arrangements in respect of 2014, 2015 and 2016 are described in section 4.4.2. Notice periods In order to terminate the employment arrangements, Mr Kavanagh is required to provide Nanosonics with 9 months written notice. Nanosonics must provide Mr Kavanagh with 9 months written notice. Resignation On resignation, unless the Board determines otherwise: • All unvested STI or LTI benefits are forfeited. • All vested but unexercised STI or LTI benefits are forfeited after 30 days following cessation of employment. Termination on notice by Nanosonics Nanosonics may terminate employment by providing 9 months’ written notice or payment in lieu of the notice period based on fixed remuneration. Upon termination on notice by Nanosonics, unless the Board determines otherwise: • All unvested STI or LTI benefits are forfeited. • All vested but unexercised STI or LTI benefits are forfeited after 30 days following cessation of employment. Change of control In the event of a takeover or change in control of Nanosonics Limited, any unvested performance rights and options will vest on a pro-rata basis based on the most current financial reports available at the time a change of control occurs, unless otherwise determined by the Board. The pro-rata period will be calculated from the grant date to the change of control date. Performance rights and options that vest following a change of control will not generally be subject to restrictions on dealings. Termination for serious misconduct Nanosonics may immediately terminate employment at any time in the case of serious misconduct, and Mr Kavanagh will be only be entitled to payment of fixed remuneration up to the date of termination. On termination without notice by Nanosonics in the event of serious misconduct all unvested STI or LTI benefits will be forfeited. At the Board’s discretion, Nanosonics may seek reimbursement of amounts previously paid in accordance with the Company’s Clawback Policy (see Section 4.7.1). Statutory entitlements Payment of statutory entitlements of long service leave and annual leave applies in all events of separation. Post-employment restraints Mr Kavanagh will be restrained for a period of up to 24 months after termination of his employment by either party from being engaged in any of the following activities: • Engaging with clients of Nanosonics with a view to obtaining the custom of those clients in a business that is the same as or similar to Nanosonics’ business. • Interfering with the relationship between Nanosonics, its customers, employees, agents, contractors or suppliers. • Inducing or assisting in the inducement of any employee, agent or contractor of Nanosonics to leave their employment or terminate their contract. • Carrying-on or becoming in any way involved in any trade or business that is in competition with Nanosonics. 48 Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) 6.2 Other Executive KMP The following sets out details of the employment agreements relating to other Executive KMP. The terms for all other Executive KMP are similar, but do on occasion, vary to suit different needs. Length of contract Ongoing employment contract until notice is given by either party. Notice periods In order to terminate the employment arrangements, either Nanosonics or the Executive KMP are required to provide the other party with written notice as summarised below: • Ron Weinberger: 6 months. • McGregor Grant: 4 months. • Gerard Putt and Steven Farrugia: 3 months. Resignation On resignation, unless the Board determines otherwise: • All unvested STI or LTI benefits are forfeited. • All vested but unexercised STI or LTI benefits are forfeited after 30 days following cessation of employment. Termination on notice by Nanosonics Nanosonics may terminate employment by providing the relevant written notice or payment in lieu of the notice period based on fixed remuneration. On termination on notice by Nanosonics, unless the Board determines otherwise: • All unvested STI or LTI benefits are forfeited. • All vested but unexercised STI or LTI benefits are forfeited after 30 days following cessation of employment. Change of control In the event of a takeover or change in control of Nanosonics Limited, any unvested performance rights and options will vest on a pro-rata basis based on the most current financial reports available at the time a change of control occurs, unless otherwise determined by the Board. The pro-rata period will be calculated from the grant date to the change of control date. Performance rights and options that vest following a change of control will not generally be subject to restrictions on dealings. Termination for serious misconduct Nanosonics may immediately terminate employment at any time in the case of serious misconduct, and the Executive KMP will only be entitled to payment of fixed remuneration up to the date of termination. On termination without notice by Nanosonics in the event of serious misconduct, all unvested STI or LTI benefits will be forfeited. At the Board’s discretion, Nanosonics may seek reimbursement of amounts previously paid in accordance with the Company’s Clawback Policy (see Section 4.7.1). Statutory entitlements Payment of statutory entitlements of long service leave and annual leave applies in all events of separation. Post-employment restraints All Executive KMP will be restrained for a period of up to 24 months after termination of their employment by either party from being engaged in any of the following activities: • Engaging with clients of Nanosonics with a view to obtaining the custom of those clients in a business that is the same as or similar to Nanosonics’ business. • Interfering with the relationship between Nanosonics, its customers, employees, agents, contractors or suppliers. • Inducing or assisting in the inducement of any employee, agent or contractor of Nanosonics to leave their employment or terminate their contract. • Carrying-on or becoming in any way involved in any trade or business that is in competition with Nanosonics. 49 Financial reportDirectors’ report (continued) 7.0 Key Management Personnel transactions 7.1 Loans to KMP and their related parties During the financial year and to the date of this report, the Group made no loans to directors and other KMP and none were outstanding as at 30 June 2017 (2016: Nil). 7.2 Other transactions with KMP Certain directors and KMP, or their personally-related entities (Related Parties), hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. A number of these entities transacted with the Company in the 2016 and 2017 Financial Years. The terms and conditions of the transactions were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions with unrelated entities on an arms-length basis. Related Party Related entity Transactions Maurie Stang Gryphon Capital Pty Ltd Director fees Maurie Stang Ramlist Pty Ltd Rent of premises Maurie Stang Regional Healthcare Group Pty Ltd Products purchased, services received and products sold Richard England Angleterre Nominees Pty Ltd and Domkirke Pty Ltd Director fees The following transactions occurred with entities controlled by Related Parties: Sale of products and services to Related Parties Interest charged Purchases of goods and services from Related Parties Rent of premises and equipment from Related Parties and make good payments 2017 $ 2016 $ 2,055,438 1,821,765 1,115 11,388 255,861 210,697 – 210,079 The above transactions exclude director fees which were disclosed in section 3.3. The following balances are outstanding at the end of the reporting period in relation to transactions with Related Parties: Current trade receivables (supply of goods and services) Current trade payables (purchases of goods and services) 2017 $ 2016 $ 791,582 639,133 1,976 – 50 Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) Indemnifying officers or auditor During the financial year, the Company paid insurance premiums to insure the directors and secretary and KMP of the Company and its controlled entities. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their positions or of information to gain advantage for themselves or someone else or to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. The directors have not included in this report the amount of the premium paid in respect of the insurance policy, as such disclosure is prohibited under the terms of the contract. No indemnities have been given or insurance premiums paid, during or since the financial year, for any person who is or has been an auditor for the Group. 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 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. No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. Rounding The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where rounding is applicable) and where noted ($’000) under the option available to the Company under ASIC Instrument 2016/191. The Company is an entity to which that Instrument applies. Non-audit services The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Group are important. The Board of directors has considered the position and, in accordance with advice received from the Audit and Risk Committee, is satisfied that the provision of the non-audit services by the auditor, if any, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: a. All non-audit services have been reviewed by the Audit and Risk Committee to ensure they do not impact the impartiality and objectivity of the auditor. b. None of the services undermines the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. The auditor of the Group, UHY Haines Norton did not provide any non-audit services during the year. Its related practice firms outside of Australia provided non-audit services. Details of amounts paid or payable to the auditor of the Group in relation to audit and non-audit services are disclosed in note 9.5 to the financial statements. 51 Financial reportDirectors’ report (continued) Officers of the Company who are former audit partner of UHY Haines Norton There are no officers of the Company who are former audit partners of UHY Haines Norton. Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is included on page 94 of this report. Auditor UHY Haines Norton continues in office as auditor in accordance with section 327 of the Corporations Act 2001. Corporate Governance The Company’s Corporate Governance Statement and ASX Appendix 4G are released to ASX on the same day the Annual Report is released, and the Corporate Governance Statement and Corporate Governance Manual can be found on the Company’s website at http://www.nanosonics.com.au/Investor-Centre/Corporate-Governance. This report, which includes the review of operations in the CEO’s report and the Regional highlights (on pages 6 to 14) and the Information on the directors, company secretaries and the executive team (on pages 18 to 21), is made and signed in accordance with a resolution of directors, pursuant to section 298 (2)(a) of the Corporations Act 2001, on 23 August 2017. Richard England Director, Sydney 24 August 2017 52 Nanosonics Annual Report 2017Financial reportDirectors’ report (continued) Contents of the financial statements Contents of the financial statements For the year ended 30 June 2017 54 Auditor’s independence declaration 74 Consolidated financial statements Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the financial statements 1. General accounting policies 1.1 Reporting entity 1.2 Basis of preparation 2. Performance for the year 2.1 Segment information 2.2 Individually significant items 2.3 Other income 2.4 Earnings per share 2.5 Dividends 3. Income taxes 3.1 Income tax expense 3.2 Deferred taxes 4. Employee benefits 4.1 Staffing costs 74 75 75 76 77 78 78 78 80 81 82 87 87 88 88 88 88 90 90 91 91 91 92 55 55 56 57 58 59 59 59 59 62 62 63 63 64 64 65 65 66 68 68 68 69 5. Financial assets and financial liabilities 5.1 Cash and cash equivalents 5.2 Trade and other receivables 5.3 Derivative financial instruments 5.4 Trade and other payables 5.5 Borrowings 6. Operating assets and liabilities 6.1 Inventories 6.2 Property, plant and equipment 6.3 Intangible assets 6.4 Provisions 7. Financial risk management 8. Capital structure 8.1 Capital and reserves 8.2 Capital management 9. Other notes 9.1 Commitments 9.2 Related party transactions 9.3 Controlled entities 9.4 Parent entity information 9.5 Remuneration of auditors 9.6 Changes in accounting policies 9.7 New standards and interpretations not yet adopted 9.8 Events occurring after the reporting period 4.2 Employee benefits liabilities 4.3 Share-based payments 93 Directors’ declaration 94 Independent auditor’s report to the members 53 Financial report Auditor’s independence declaration Auditor’s independence declaration Level 11 | 1 York Street | Sydney | NSW | 2000 GPO Box 4137 | Sydney | NSW | 2001 t: +61 2 9256 6600 | f: +61 2 9256 6611 sydney@uhyhn.com.au www.uhyhnsydney.com.au Auditor's Independence Declaration under section 307C of the Corporations Act 2001 As auditor for the audit of Nanosonics Limited for the year ended 30 June 2017, I declare that, to the best of my knowledge and belief, there have been: (a) no contraventions of the independence requirements of the Corporations Act 2001 in relation to the audit; and (b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Nanosonics Limited and the entities it controlled during the period. Mark Nicholaeff Partner UHY Haines Norton Chartered Accountants Sydney Date 24 August 2017 An association of independent fi rms in Australia and New Zealand and a member of UHY International, a network of independent accounting and consulting fi rms. UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826 Liability limited by a scheme approved under Professional Standards Legislation. Passion beyond numbers 54 Nanosonics Annual Report 2017Financial report Consolidated financial statements Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2017 Continuing operations Sale of goods and services Cost of sales Gross profit Selling and general expenses Administration expenses Research and development expenses Other income Results from operating activities Finance income-interest Finance expense-borrowing costs Net finance income Operating income before income tax Notes 2.1 2017 $’000 67,507 (17,352) 50,155 (19,540) (9,041) (9,488) 2.3 780 12,866 1,063 (77) 986 13,852 Income tax benefit/(expense) 3.1 12,306 Net income after income tax expense attributable to owners of the parent entity Other comprehensive income Items that may be classified subsequently to profit or loss Exchange difference on foreign currency translation Income tax on items of other comprehensive income Total items that may be classified subsequently to profit or loss Total other comprehensive income Total comprehensive income for the period attributable to owners of the parent entity Basic earnings per share Diluted earnings per share 2.4 (a) 2.4 (b) The notes on pages 59 to 92 form an integral part of these consolidated financial statements. 26,158 501 – 501 501 26,659 Cents 8.79 8.70 2016 $’000 42,796 (10,630) 32,166 (17,943) (7,418) (7,297) 133 (359) 1,098 (603) 495 136 (14) 122 205 – 205 205 327 Cents 0.04 0.04 55 Financial report Consolidated financial statements Consolidated statement of financial position As at 30 June 2017 Assets Current assets Cash and cash equivalents Trade and other receivables Inventories Derivative financial instruments Prepayments and other current assets Total current assets Non-current assets Property, plant and equipment Intangible assets Net deferred tax assets Other non-current assets Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Income taxes payable Deferred revenue Employee benefits liabilities Provisions Borrowings Total current liabilities Non-current liabilities Trade and other payables Deferred revenue Employee benefits liabilities Provisions Borrowings Total non-current liabilities Total liabilities Net assets Equity Contributed equity Reserves Accumulated losses Total equity Notes 2017 $’000 2016 $’000 5.1 5.2 6.1 5.3 6.2 6.3 3.2 5.4 4.2 6.4 5.5 5.4 4.2 6.4 5.5 62,989 48,841 8,923 7,728 338 1,379 81,357 3,464 281 14,134 20 17,899 99,256 3,727 53 1,697 2,748 534 404 9,163 236 1,235 355 70 946 2,842 12,005 87,251 7,734 6,935 35 1,050 64,595 3,304 260 - 10 3,574 68,169 4,613 4 989 2,238 643 395 8,882 252 747 205 70 1,349 2,623 11,505 56,664 8.1(a) 112,713 11,760 (37,222) 87,251 112,698 7,346 (63,380) 56,664 The notes on pages 59 to 92 form an integral part of these consolidated financial statements. 56 56 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Consolidated financial statements Consolidated statement of changes in equity For the year ended 30 June 2017 Contributed equity Note 8.1(a) $’000 103,059 – – – (28) 66 112,698 – – – 15 – At 30 June 2015 Profit for the period Other comprehensive income Total comprehensive income Transactions with owners in their capacity as owners Shares issued Transaction costs Share-based payments At 30 June 2016 Profit for the period Other comprehensive income Total comprehensive income Transactions with owners in their capacity as owners Share-based payments Income tax on share-based payments At 30 June 2017 112,713 Option premium on convertible note Reserves Share-based payments Foreign currency translation Total reserves Accumulated losses Total equity $’000 376 – – – – – – – – – – – – $’000 4,709 – – – – – 2,398 7,107 – – – 2,139 1,774 $’000 $’000 $’000 $’000 34 – 205 205 4,743 (63,502) 44,676 – 205 205 122 122 205 122 327 – – – – – 2,398 – – – 9,225 (28) 2,464 239 7,346 (63,380) 56,664 501 501 – 501 501 26,158 26,158 – 501 26,158 26,659 – – 2,139 1,774 – 2,154 – 1,774 11,020 740 11,760 (37,222) 87,251 9,601 (376) The notes on pages 59 to 92 form an integral part of these consolidated financial statements. 57 57 Financial report Consolidated financial statements Consolidated statement of cash flows For the year ended 30 June 2017 Notes 2017 $’000 2016 $’000 Cash flows from operating activities Receipts from customers Receipts from government grants Payments to suppliers and employees Interest received Income taxes refund received/(paid) Net cash provided by operating activities 5.1(b) Cash flows from investing activities Purchase of property, plant and equipment Purchase of intangible assets Proceeds from disposal of property, plant and equipment Net cash used in investing activities Cash flow from financing activities Repayments of borrowings Interest paid on borrowings Proceeds from exercise of options Proceeds from borrowings Share issue costs Net cash (used in) provided by financing activities Net increase in cash and cash equivalents Cash at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of year 5.1 (a) 67,816 – (52,443) 1,005 10 16,388 (1,065) (201) 21 (1,245) (395) (77) 15 – – (457) 14,686 48,841 (538) 62,989 41,243 120 (39,138) 1,004 (5) 3,224 (1,087) (217) 23 (1,281) (322) (71) 66 2,048 (27) 1,694 3,637 45,724 (520) 48,841 The notes on pages 59 to 92 form an integral part of these consolidated financial statements. 58 58 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements Notes to the financial statements For the year ended 30 June 2017 1. General accounting policies This section sets out the Company’s accounting policies that relate to the financial statements as a whole. Where an accounting policy is specific to one note, the policy is described in the note to which it relates. 1.1 Reporting entity Nanosonics Limited (the Company or Parent Entity) is a publicly listed company, limited by shares, incorporated and domiciled in Australia. The consolidated financial statements of the Company as at and for the year ended 30 June 2017 comprise the Company and its subsidiaries (together referred to as Nanosonics, the Group or the Consolidated Entity). Nanosonics Limited is a for-profit entity for the purpose of preparing the financial statements. A description of the nature of the Group’s operations and its principal activities is included in the review of operations in the CEO’s report and Regional highlights on pages 6 to 14 of this Annual Report and in the Directors’ report on page 22. 1.2 Basis of preparation (a) Statement of Compliance The Financial Report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (AASB) and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. The consolidated financial statements also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The Board of directors approved the consolidated financial statements on 24 August 2017. (b) Basis of measurement The consolidated financial statements have been prepared on a historical cost basis except for financial assets and financial liabilities including derivative instruments which are measured at fair value. (c) Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of the subsidiaries are included in the financial statements from the date the control commences until the date that control ceases. Information on subsidiaries is contained in note 9.3 to the financial statements. (ii) Transactions eliminated on consolidation In preparing the consolidated financial statements, all inter-company balances and transactions between entities in the Group, including any unrealised profits or losses, have been eliminated in full. 59 59 Financial report Notes to the financial statements (continued) (d) Functional and presentation currency The consolidated financial statements are presented in Australian dollars (AUD), which is Nanosonics Limited’s functional currency. (e) Foreign currency (i) Transactions and balances Foreign currency transactions are translated into the respective functional currencies of the entities using the exchange rates that approximate the actual exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of profit or loss, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. Translation differences on non-monetary financial assets and liabilities are recognised in the profit and loss statement as part of the fair value gain or loss. (ii) Financial statements of foreign operations The results and financial position of foreign operations are translated into the Company’s functional and presentation currency as follows: • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that statement of financial position, • income and expenses for each profit and loss statement are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and • all resulting exchange differences are recognised in other comprehensive income – foreign currency translation reserve. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences is reclassified to profit or loss, as part of the gain or loss on sale where applicable. (f) Use of judgments and estimates The preparation of financial statements in conformity with IFRS requires management to exercise judgment and make estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. 60 60 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of certain assets and liabilities are included in the following notes: Note 3.2 Deferred taxes Note 4.2 Employee benefits liabilities Note 4.3 Share-based payments Note 6.4 Provisions Note 7 Financial risk management (g) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable, taking into account defined terms of payment and excluding taxes or duty. Amounts disclosed as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Group’s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Revenue is recognised for the major business activities as follows: (i) Sale of goods Revenue from sale of goods is recognised when the significant risks and rewards of ownership have been transferred to the distributor or end customer. Sales are recorded based on the prices specified in the sales contracts net of any discounts and returns at the time of sale. No element of financing is deemed to be present as the sales are made with credit terms which are consistent with practices in each market. (ii) Sale of services Revenue from sale of services is recognised when services have been provided to the customers and where there are no continuing unfulfilled obligations. Revenue from service contracts is recognised as services are rendered over the service period, typically over one year. (iii) Deferred revenue Unearned service revenue is deferred and recognised as a liability in the consolidated statement of financial position. Deferred revenue expected to be realised within twelve months after the reporting period is classified as current. (iv) Interest income Interest income is recognised on a time proportion basis using the effective interest method. (h) Goods and services tax (GST), Value added tax (VAT) Revenues, expenses and assets are recognised net of the amount of associated GST or VAT as applicable, unless the GST/ VAT incurred is not recoverable from the taxation authority, in which case, the GST/VAT is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST/VAT receivable or payable. The net amount of GST/VAT recoverable from, or payable to, the taxation authority is included with other current receivables or payables in the statement of financial position. 61 61 Financial report Notes to the financial statements (continued) Cash flows are presented on a gross basis. The GST/VAT components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the taxation authority are presented as operating cash flows. (i) Rounding The Company is of a kind referred to in ASIC Instrument 2016/191 issued in 2016 and in accordance with that Instrument, all financial information presented in AUD has been rounded to the nearest one thousand dollars ($’000), unless otherwise stated. 2. Performance for the year 2.1 Segment information (i) Operating segment The Group has identified its operating segments based on the internal reports that are reviewed and used by the Chief Executive Officer & President (the chief operating decision maker) in assessing performance and in determining the allocation of resources. The Group operates in a single operating segment, being the healthcare equipment segment. Accordingly, the Group’s consolidated total assets is the total reportable assets of the operating segment. (ii) Types of products and services The principal products and services of the healthcare equipment segment are the manufacture and commercialisation of infection control and decontamination products and related technologies. (iii) Major customers The Group has a number of customers to which it provides products and services. The most significant customer accounts for 65.7% (2016: 55.2%) of external revenue. The next most significant customer accounts for 3.3% of external revenue (2016: 8.0%). (iv) Geographical information Geographically, the Group operates in the global markets. Australia is the home country of the parent entity. Revenues are allocated based on the country in which the customer is located. Revenue from external customers by geographical location is detailed below. North America Europe Asia Pacific Total revenue 2017 $’000 2016 $’000 62,305 39,029 1,673 3,529 1,061 2,706 67,507 42,796 62 62 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) For the purpose of this note, non-current assets consist of property, plant and equipment, intangible assets and other non-current assets. Assets and capital expenditure are allocated based on where the assets are located. The analysis of non-current assets is detailed below: North America Europe Asia Pacific Total non-current assets 2017 $’000 273 103 17,523 17,899 2016 $’000 248 23 3,303 3,574 For the year ended 30 June 2017, revenue and non-current assets by geographical location has been amended to include the category, Asia Pacific which includes revenue from customers based in Australia, New Zealand, Japan, Singapore and Hong Kong. Accordingly, the comparative information has been amended to reflect this change. Previously, sales to Singapore and Hong Kong were included in Europe and other countries. 2.2 Individually significant items The profit from ordinary activities before income tax includes: Depreciation, amortisation and impairment Rental expenses relating to operating leases Bad debts provision Inventories provision/write off Loss on disposal of fixed assets Net foreign exchange losses 2.3 Other income 2017 $’000 2016 $’000 1,274 1,322 882 12 611 3 1,032 895 9 195 4 541 Other income, including government grants, is recognised on a systematic basis over the period necessary to match it with related costs for which it is intended to compensate. If the costs have already been incurred, the amount is recognised in the period the entitlement is confirmed. Realised gains/(losses) on foreign currency forward contracts and options Unrealised gains on foreign currency forward contracts and options Net gains on foreign currency forward contracts and options Government grant Other income Total 2017 $’000 433 338 771 – 9 2016 $’000 (24) 35 11 120 2 780 133 63 63 Financial report Notes to the financial statements (continued) Prior year government grant comprise receipt of payments under the Export Market Development Grant scheme. There were no unfulfilled conditions or other contingencies attaching to these grants. The Group did not benefit directly from any other form of government assistance. 2.4 Earnings per share (i) Basic earnings per share Basic earnings per share (EPS) is calculated by dividing the net profit or loss attributable to equity holders of the Company for the reporting period, by the weighted average number of ordinary shares of the Company outstanding during the financial year. (ii) Diluted earnings per share Diluted EPS adjusts the figures used in the determination of basic EPS to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. 2017 Cents 2016 Cents (a) Basic earnings per share Basic earnings attributable to the ordinary equity holders of the Company 8.79 0.04 (b) Diluted earnings per share Diluted earnings attributable to the ordinary equity holders of the Company 8.70 0.04 (c) Earnings used in calculating earnings per share Net earnings after income tax expense attributable to shareholders 26,158 122 (d) Weighted average number of shares used as the denominator Numbers Numbers Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 297,422,292 285,619,275 Adjustments for calculation of diluted earnings per share: Performance rights and options unvested 3,294,862 3,972,299 Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 300,717,154 289,591,574 2.5 Dividends No dividends were proposed, declared or paid during the financial year and to the date of this report (2016: Nil). 64 64 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) 3. Income taxes Nanosonics Limited and its wholly-owned Australian resident entity, Saban Ventures Pty Limited, are part of a tax consolidated group. As a consequence, all members of the tax-consolidated group are taxed as a single entity. The head entity within the tax-consolidated group is Nanosonics Limited. 3.1 Income tax expense The income tax expense or benefit for the period is the tax payable on or benefit attributable to the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. Current and any deferred tax utilised are recognised in the consolidated statement of profit or loss except to the extent that they relate to items recognised directly in other comprehensive income or equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. The major components of income tax benefit/(expense) for the period are: Consolidated statement of profit or loss Current tax Current tax expense for the period Deferred tax Recognition of deferred tax assets (net) including origination and reversal of temporary differences Effect of tax rate change 2017 $’000 2016 $’000 (8,487) (3,331) 20,893 3,338 (35) – 20,858 3,338 Adjustment relating to prior periods (65) Income tax benefit/(expense) reported in the statement of profit or loss 12,306 Consolidated statement of changes in equity Aggregate current and deferred tax not recognised in net profit or loss but directly debited or credited into equity Current tax benefit on share-based payments Deferred tax benefit on share-based payments Tax benefit charged to equity 1,138 636 1,774 (21) (14) – – – Following an assessment of the operations of the Group, it has been determined that it is probable that taxable profits will be generated against which carried forward tax losses and tax credits can be utilised. As a consequence, previously unrecognised deferred tax assets in relation to the Australian entities were recognised as non-current assets as at 30 June 2017 amounting to $14,134,000, as detailed in note 3.2. 65 65 Financial report Notes to the financial statements (continued) The reconciliation of income tax expense to prima facie tax payable is as follows: Operating profit from ordinary activities The prima facie income tax expense applicable to the operating profit is calculated at Australian tax rate of 30% (2016: 30%) Tax effect of amounts in calculating taxable income Other deductible items Research and development expense Other non-deductible items Other temporary differences Effect of tax rate in foreign jurisdictions Current tax expense Recognition and utilisation of deferred tax assets in Australia Derecognition of deferred tax assets in foreign jurisdictions Utilisation of unrecognised deferred tax assets in foreign jurisdictions Effect of tax rate change Deferred tax benefit Adjustment relating to prior periods Income tax benefit/(expense) 3.2 Deferred taxes 2017 $’000 13,852 2016 $’000 136 (4,156) (41) 423 257 (2,846) (2,189) (645) (927) (336) (723) (315) (320) (8,487) (3,331) 20,552 (666) 1,007 (35) 6,673 (3,335) – – 20,858 3,338 (65) 12,306 (21) (14) Deferred income tax is provided using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised for deductible temporary differences and unused tax losses and tax offsets only if it is probable that future taxable amounts will be available to utilise these temporary difference, losses and offsets, and on the assumption that no adverse change will occur in income tax legislation enabling the benefit to be realised and comply with the conditions of deductibility imposed by the law. Significant management judgment is required to determine the amount of deferred tax asset that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. These are reviewed at each reporting date. An assessment of the operations resulted in the recognition of the deferred tax assets on losses, non-refundable R&D tax credits and temporary differences relating to the Australian tax consolidated group as it has been determined that it is probable that taxable profits will be generated against which these can be utilised. Deferred tax asset and liabilities, if recognised, are classified as non-current assets and liabilities. 66 66 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) As of 30 June 2017, the net deferred tax assets recognised in the statement of financial position comprises: Deferred tax assets Non-refundable R&D tax credits Tax losses Share-based payments Employee benefits liabilities Patent costs Provisions for warranties and make good Provision for impairment Share issue costs Deferred revenue Inventory provision Deferred rent Unrealised foreign exchange losses Others Total deferred tax assets Deferred tax liabilities Accrued interest and other income Derivative financial instruments Prepayments Property, plant and equipment Total deferred tax liabilities Net deferred tax assets 2017 $’000 8,092 2,277 1,401 695 593 184 11 120 172 217 79 283 236 14,360 (104) (101) (7) (14) (226) 14,134 The Group offsets tax assets and liabilities only if it has legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. As at 30 June 2017, the Group has unrecognised deferred tax assets in relation to its subsidiaries. Unrecognised deferred tax assets include: Estimated tax losses carried forward (a) Non-refundable R&D tax credits (b) 2017 $’000 3,439 – 2016 $’000 18,077 – 3,439 18,077 (a) Estimated unrecognised tax losses carried forward: Unrecognised tax losses brought forward at the beginning of the period 57,489 56,423 Adjustment in respect of unrecognised tax losses carried forward relating to prior period1 Carried forward tax losses utilised Tax losses for the period related to non-Australian entities Recognition of deferred tax assets on Australian tax losses Estimated unrecognised tax losses carried forward at the end of the period Potential tax benefit at 30.5% effective tax rate (30 June 2016: 31.4%) (15,664) (26,011) 3,059 (7,589) 11,284 3,439 (354) (7,392) 8,812 – 57,489 18,077 67 67 Financial report Notes to the financial statements (continued) (b) Estimated unrecognised non-refundable R&D tax credits: Non-refundable R&D tax credits brought forward at the beginning of the period Adjustment in respect of non-refundable R&D tax credits carried forward relating to prior periods1 Credits that arose during the period Credits that were utilised during the period Recognition of deferred tax assets on R&D tax credits Estimated unrecognised non-refundable R&D tax credits at the end of the period 2017 $’000 2016 $’000 – 3,841 11,097 9,488 (53) 7,297 – (11,085) (20,585) – – – 1. At 30 June 2016 it was anticipated that the Company would utilise the available R&D tax credits to offset its Australian current tax expense in relation to the year ended 30 June 2016. Subsequently, it was determined that the Company would first utilise carried forward tax losses instead of R&D tax credits. The probability of recovery of unrecognised tax losses in relation to the subsidiaries is reviewed on an on-going basis. 4. Employee benefits 4.1 Staffing costs Staffing costs included in the profit and loss statement consist of: Salaries and wages Termination benefits Superannuation and social security contribution Workers compensation costs Other employee benefits and staffing costs Share-based payments The above staffing costs have been broken down into: Cost of sales Selling and general expenses Administration expenses Research and development expenses Total staffing costs 4.2 Employee benefits liabilities 2017 $’000 2016 $’000 18,311 15,581 226 132 1,772 1,515 121 4,112 2,139 129 3,282 2,398 26,681 23,037 4,122 2,939 12,486 11,608 4,388 5,685 3,874 4,616 26,681 23,037 (i) Wages, salaries and annual leave Liabilities for employee benefits, including wages, salaries and non-monetary benefits, and accumulated annual and other leave, represent present obligations resulting from employees’ services provided to the reporting date. Employee benefits have been measured at the amounts expected to be paid when the liabilities are settled and are recognised in the provision for employee benefits. The liability is calculated on remuneration rates as at the reporting date including related on-costs such as workers compensation insurance and payroll tax. (ii) Long service leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. 68 68 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity that match as closely as possible, the estimated future cash outflows. The current portion of this liability includes the unconditional entitlements to long service leave where employees have completed the required period of service and also those where employees are entitled to pro-rata payments in certain circumstances. (iii) Bonuses The Group recognises a liability and an expense for bonuses. The Group recognises a provision where contractually obliged and where there is a past practice that has created a constructive obligation. (iv) Termination benefits Termination benefits are payable when employment is terminated before the normal retirement or end of employment contract date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a formal plan without possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Short-term and long-term classification of benefits Benefits that are expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service are classified as short-term employee benefits. Short-term employee benefits are accounted for on an undiscounted basis in the period in which the service is rendered. Long-term employee benefits are benefits that are not expected to be wholly settled within 12 months, are discounted allowing for expected salary levels in the future period. Cash bonuses are classified as short-term employee benefits while annual leave and long service leave are long-term employee benefits. Employee benefits liabilities as at the reporting date: 2017 Current Non-current Provision of annual leave Provision for long service leave Provision for bonuses $’000 1,182 302 1,264 $’000 Total $’000 – 1,182 355 657 2016 Current Non-current $’000 956 272 $’000 – 205 Total $’000 956 477 – 1,264 1,010 – 1,010 Total employee benefit liabilities 2,748 355 3,103 2,238 205 2,443 4.3 Share-based payments Share-based compensation benefits are equity-settled transactions provided to employees via the Nanosonics share-based compensation plans. (i) Share-based compensation plans On 4 November 2016, the Nanosonics Omnibus Equity Plan (NOEP) was adopted following approval by shareholders. The Omnibus Plan allows the Board to issue a range of incentive awards with the purpose of providing competitive, performance-based remuneration in alignment with the interests of shareholders. The NOEP is intended to replace existing plans and will operate in accordance with the terms of the Nanosonics Omnibus Equity Plan Trust Deed, under which the trustee may subscribe for, or acquire, deliver, allocate or hold, shares for the benefit of the participant. Participants will be able to access the relevant taxation concessions available under the Income Tax Assessment Act 1997 (ITAA 1997). Under the NOEP Plan, eligible employees (including Executive Directors, casual employees and certain contractors) may be offered shares in Nanosonics Limited (share awards), performance share awards, options or rights. 69 69 Financial report Notes to the financial statements (continued) Participation in the NOEP is at the Board’s discretion and no individual has a contractual right to participate in it or to receive any guaranteed benefits. The Company also has existing share option plans and share plans which were phased out during the period or in the process of being phased out and replaced by the NOEP. Share option plans The Nanosonics Employee Share Option Plan (ESOP) and the Nanosonics General Share Option Plan (GSOP) were established in 2007 and last approved by the shareholders on 8 November 2013. Under the plans, participants are granted options for no consideration. Options may only be exercised on or after any vesting dates specified by the Board at the time of offer. The exercise price of options is determined by the Board at the time of issue. Participation in the plans is at the Board’s discretion and no individual has a contractual right to participate in a plan or to receive any guaranteed benefits. The ESOP is designed to provide the deferred equity component of the short-term incentive and long-term incentives for employees (including executive directors) to deliver long-term shareholder returns. All employees and directors are eligible to participate in the ESOP at the invitation of the Board. The maximum number of options able to be on issue under the ESOP during any five-year period is 5% of the total number of shares on issue. As part of the phasing out of the ESOP, no new share options were issued under the ESOP during the financial year (2016: 1,446,710 share options issued). The GSOP is designed to provide incentive, recognition and reward for non-employees, usually consultants and contractors, who create long-term value for the Company. No share options were issued under the GSOP during the financial year (2016: Nil issued) and there were no options outstanding under the GSOP at the end of the year. Accordingly, the GSOP is now phased out. Employee share plans The Company has two Employee Share Plans, being the Deferred Employee Share Plan (DESP) and the Exempt Employee Share Plan (EESP). The EESP and DESP were established in 2007 and last approved by shareholders on 8 November 2013. The DESP allows invited eligible employees, including directors, to receive Nanosonics shares as a bonus or incentive or as remuneration sacrifice and, subject to certain conditions, not to pay tax for up to 10 years on the benefit in accordance with enabling tax legislation. The EESP enables eligible employees, including directors, to acquire up to $1,000 worth of Nanosonics shares each year on a tax-exempt basis in accordance with enabling tax legislation. No shares were granted under the EESP since it was established. Accordingly, the EESP has been phased out and replaced by the NOEP. (ii) Exercise of performance rights and options Performance rights and options are granted under the plans for no consideration and carry no dividend or voting rights. When exercisable, each performance right and option is convertible into one ordinary share that ranks equally with any other share on issue in respect of dividends and voting rights. The exercise prices of all performance rights and options issued to the date of this report were fixed on the dates the performance rights and options were granted. Performance rights and options granted under the NOEP or ESOP requires the holder to be an employee of the Company at the time the performance rights and options are exercised, except that they may be exercised, if vested, up to 30 days after voluntary termination of employment. 70 70 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) (iii) Reconciliation of outstanding performance rights and options The number and weighted average exercise price (WAEP) of performance rights and options under the share option plans were as follows: Number of performance rights and options NOEP 2017 ESOP GSOP All share-based compensation plans 2017 2016 2017 2016 2017 2016 Number of performance rights and options Number of performance rights and options WAEP ($) Number of performance rights and options Number of performance rights and options WAEP ($) Number of performance rights and options Number of performance rights and options Number of performance rights and options WAEP ($) WAEP ($) WAEP ($) Unexpired performance rights and options as at 1 July Granted during the year Exercised during the year Forfeited during the year Unexpired performance rights and options as at 30 June – – 4,253,250 – 5,537,356 1,079,041 1.31 – – 1,446,710 – – (1,768,419) – (597,253) (8,811) – (32,539) – (2,133,563) 1,070,230 1.32 2,452,292 – 4,253,250 – – – – – 30,000 0.51 156,667 0.51 4,283,250 5,694,023 – – – – 1,079,041 1,446,710 (30,000) 0.51 (126,667) 0.52 (1,798,419) (723,920) – – – – – (41,350) (2,133,563) – 30,000 0.51 3,522,522 4,283,250 1,798,419 performance rights and options were exercised in 2017. The weighted average market share price on the ASX based on the dates of the exercise was $3.07 (2016:$1.53). No performance rights or options expired during the periods covered by the above table. Performance rights and options outstanding at the end of the year have the following expiry dates and exercise prices: Shared-based compensation plan Exercise price Assessed fair value at grant date ($) Grant date ($) Expiry date Number at start of the year Number granted during the year Number exercised during the year Number forfeited during the year Number at end of the year 0.5133 09-Nov-12 0.27 24-Nov-16 30,000 GSOP ESOP ESOP ESOP ESOP ESOP ESOP ESOP ESOP ESOP ESOP ESOP NOEP NOEP NOEP NOEP NOEP NOEP NOEP Total – – – – – – – – – – – – – – 08-Nov-13 08-Nov-13 08-Nov-13 08-Nov-13 03-Mar-14 03-Mar-14 11-Mar-15 11-Mar-15 0.68 30-Sep-16 442,409 0.85 30-Sep-16 442,409 0.71 30-Sep-17 375,000 0.85 30-Sep-17 375,000 0.63 30-Sep-16 249,110 0.80 30-Sep-16 249,119 1.36 30-Sep-17 365,500 1.71 30-Sep-17 365,485 11-Nov-15 1.58 01-Oct-16 387,942 04-Jan-16 04-Jan-16 05-Jan-17 05-Jan-17 05-Jan-17 1.46 30-Sep-18 500,631 1.06 30-Sep-18 500,645 2.59 31-Aug-22 2.33 31-Aug-22 3.07 31-Aug-22 2.85 05-Jan-17 1.00 31-Aug-22 2.85 05-Jan-17 0.98 31-Aug-22 2.85 05-Jan-17 1.05 31-Aug-22 – 05-Jan-17 3.07 01-Sep-20 – – – – – – – 87,921 87,904 175,844 123,946 123,944 247,893 231,589 – – – – – – – – – – – – (30,000) (442,409) (442,409) – – (249,110) (249,119) – – (385,372) – – – – – – – – – – – – – – – – (9,988) (9,964) (2,570) (5,008) (5,009) (1,169) (1,168) (2,337) – – – – – – 375,000 375,000 – – 355,512 355,521 – 495,623 495,636 86,752 86,736 173,507 123,946 123,944 247,893 (4,137) 227,452 4,283,250 1,079,041 (1,798,419) (41,350) 3,522,522 No performance rights or options are vested and exercisable at end of year. 71 71 Financial report Notes to the financial statements (continued) (iv) Fair values Fair values of performance rights and options granted The assessed fair value on the date performance rights and options were granted was independently determined using an appropriate valuation model that takes into account the exercise price, the term of the performance right or option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the performance right or option. The inputs used in the measurement of the fair values at the grant date are the following: Compensation plan Description Vesting conditions Granted during the year Exercise price ($) Grant date Vesting date Expiry date Estimated share price at grant date ($) Valuation model Expected price volatility of the Company’s shares Expected dividend yield Risk-free interest rate Assessed fair value at grant date ($) NOEP NOEP NOEP NOEP NOEP NOEP NOEP 2016 LTIS Tranche 1 2016 LTIS Tranche 2 Relative TSR performance and service Relative TSR performance and service 2016 LTIS Tranche 3 Pre-tax EPS and service 2016 LTIS Tranche 1 2016 LTIS Tranche 2 Relative TSR performance and service Relative TSR performance and service 2016 LTIS Tranche 3 Pre-tax EPS and service – 5-Jan-17 31-Aug-19 31-Aug-22 3.07 – 5-Jan-17 31-Aug-19 31-Aug-22 3.07 – 5-Jan-17 31-Aug-19 31-Aug-22 3.07 2.85 5-Jan-17 31-Aug-19 31-Aug-22 3.07 2.85 5-Jan-17 31-Aug-19 31-Aug-22 3.07 2.85 5-Jan-17 31-Aug-19 31-Aug-22 3.07 2016 Deferred STI Service – 5-Jan-17 1-Sep-17 1-Sep-20 3.07 Granted in prior periods and unexpired at report date: – 4-Jan-16 31-Aug-18 30-Sep-18 1.67 – 4-Jan-16 31-Aug-18 30-Sep-18 1.67 Monte Carlo Monte Carlo Black- Scholes Monte Carlo Monte Carlo Black- Scholes Black- Scholes Monte Carlo Monte Carlo 35.80% 0% 2.00% 2.59 35.80% 0% 2.00% 2.33 35.80% 0% 2.00% 3.07 35.80% 0% 2.00% 1.00 35.80% 0% 2.00% 0.98 35.80% 0% 2.00% 1.05 35.80% 0% 2.00% 3.07 37.50% 0% 2.00% 1.46 37.50% 0% 2.00% 1.06 – 11-Mar-15 31-Aug-17 30-Sep-17 1.72 Binomial 45.00% 0% 1.88% 1.36 – 11-Mar-15 31-Aug-17 30-Sep-17 1.72 – 8-Nov-13 31-Aug-17 30-Sep-17 0.85 Monte Carlo Monte Carlo 45.00% 0% 1.88% 1.71 45.00% 0% 3.20% 0.71 – 8-Nov-13 31-Aug-17 30-Sep-17 0.85 Binomial 45.00% 0% 3.20% 0.85 ESOP ESOP ESOP ESOP ESOP ESOP 2015 LTIS Tranche 1 2015 LTIS Tranche 2 2014 LTIS Tranche 1 2014 LTIS Tranche 2 Relative TSR performance and service Relative TSR performance and service Relative TSR performance and service FY17 Revenue and service 2013 LTIS Tranche 3 Relative TSR performance 2013 LTIS Tranche 4 FY17 Revenue and service Fair values of shares granted The issue price for shares granted is calculated as the 5-day weighted average market price of shares of the Company on the Australian Securities Exchange as at close of trading on the date the shares were granted. The fair value of shares granted is taken to be the issue price. 72 72 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) (v) Recognition of expenses Recognition of expense of performance rights and options granted The fair value of performance rights and options granted is recognised as an employee expense with a corresponding increase in equity, on a straight line monthly basis over the vesting period in which the performance and/or service conditions are fulfilled after which the employees become unconditionally entitled to them. The cumulative expense recognised for share-based payments at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of the period. No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions for which vesting are conditional upon a market or non-vesting condition. These are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows: Performance rights and options issued under ESOP Performance rights and options issued under NOEP Options issued under GSOP 2017 $’000 2016 $’000 1,549 2,394 590 – – 4 2,139 2,398 Recognition of expense of shares granted The assessed fair values of shares granted under the NOEP and DESP are expensed in full in the month in which they are granted, except if they are granted with a vesting condition, in which case the fair value of NOEP and DESP shares granted is apportioned on a straight line monthly basis over the period between grant date and the date on which the shares all vest. At the end of a period, the Company assesses the probability of achievement of a benefit, being the percentage probability that employees will achieve at least the fair value of the unvested shares. The value of DESP shares expensed in any period is calculated as that portion of the fair value applicable to the period factored by the probability of achievement. A share-based payments reserve is created as part of shareholders’ equity. During the financial year there were no shares directly granted under the DESP (2016: Nil) Shares issued on the exercise of performance rights and options granted to employees as part of their performance bonus or short term incentive under the ESOP were issued to the DESP. Following is a reconciliation of shares on issue under the DESP: Employee shares on issue as at 1 July Granted during the year 2017 2016 1,010,585 715,366 – –  Issued on exercise of performance rights and options during the year 1,798,419 597,253 Withdrawn during the year Employee shares on issue as at 30 June (655,078) (302,034) 2,153,926 1,010,585 73 73 Financial report Notes to the financial statements (continued) 5. Financial assets and financial liabilities 5.1 Cash and cash equivalents For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments presented at market value that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (i) Cash and cash equivalents Cash and cash equivalents at the reporting date as shown in the consolidated statements of cash flows and financial position are as follows: Cash at bank and on hand Deposit on call Short term deposits Total cash and cash equivalents 2017 $’000 2016 $’000 13,781 16,591 2,526 750 46,682 31,500 62,989 48,841 Cash term investments which are highly liquid irrespective of their maturity dates are classified as current assets at market value as they may not necessarily be held by the Company for their full term. The Group’s exposure to interest rate risk is discussed in note 7(a)(ii). The maximum exposure to credit risk at the reporting date is the carrying amount of each class of cash and cash equivalents mentioned above. (ii) Reconciliation of profit after income tax to net cash inflow from operating activities Operating profit after income tax Adjustment for: Depreciation, amortisation and impairment Share-based payments expense Borrowing costs Loss on disposal of fixed assets Effect of foreign exchange movements Changes in assets and liabilities (Increase)/decrease in derivative financial instruments (Increase)/decrease in trade and other receivables (Increase)/decrease in inventories (Increase)/decrease in other current assets (Increase)/decrease in other non-current assets Increase/(decrease) in trade and other payables Increase/(decrease) in deferred revenue Increase/(decrease) in employee benefit liabilities Increase/(decrease) in provisions (Increase)/decrease in net current tax assets/liabilities (Increase)/decrease in net deferred tax assets 2017 $’000 26,158 1,274 2,139 77 3 1,095 (303) (1,326) (1,022) (358) (9) (874) 1,261 677 (109) 65 (12,360) 2016 $’000 122 1,322 2,398 603 4 896 (35) (4,075) (965) (416) 140 2,286 1,334 456 (855) 9 – Net cash provided by operating activities 16,388 3,224 74 74 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) (iii) Credit standby arrangements unused Facility limits Borrowing facilities Guarantee facility Facility available Borrowing facilities Guarantee facility 2017 $’000 2,115 475 766 14 2016 $’000 2,115 475 365 14 5.2 Trade and other receivables Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. Loans and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. If collection of the amounts is expected in one year or less they are classified as current assets. If not, they are presented as non-current assets. Trade receivables generally have 30 to 60 days credit terms and therefore are all classified as current. Due to the short-term nature of the receivables, their carrying amount is assumed to be the same as their fair value. Information about the impairment of trade and other receivables, their credit quality and the Group’s exposure to credit risk, foreign currency risk and interest rate risk can be found in note 7. Trade receivables net of allowance for impairment loss GST/VAT receivable Interest and other receivables Total trade and other receivables 2017 $’000 2016 $’000 8,204 7,092 346 373 286 356 8,923 7,734 5.3 Derivative financial instruments The Group uses derivative financial instruments (foreign currency forward contracts and options) to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The fair values of forward currency contracts are calculated by reference to current forward exchange rates for contracts with similar maturity profiles. Any gains or losses arising from changes in the fair value of derivatives are taken directly to the profit and loss statement, except for the effective portion of cash flow hedges, which is recognised in other comprehensive income. 75 75 Financial report Notes to the financial statements (continued) For the purposes of hedge accounting, hedges are classified as: • fair value hedges, when they hedge the exposure to changes in the fair value of a recognised asset or liability; or • cash flow hedges, when they hedge the exposure to variability in cash flows that is attributable either to a particular risk associated with a recognised asset or liability or to a forecast transaction. Hedges that meet the strict criteria for hedge accounting are accounted as follows: • For cash flow hedges, the effective portion of the gain or loss on the hedging instrument is recognised directly in equity, while the ineffective portion is recognised in the profit and loss statement. • For fair value hedges, the carrying amount of the hedged item is adjusted for gains and losses attributable to the risk being hedged and the derivative is remeasured to fair value. Gains and losses from both are taken to the profit and loss statement. During the year, all foreign exchange contracts entered into by the Group do not satisfy the requirements for hedge accounting (economic hedges). The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: • Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. • Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly. • Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data. All of the Group’s foreign exchange forward contracts and options were valued using market comparison technique (Level 2) and there were no transfers between levels during the year. The fair values are based on third party independent valuation. Similar contracts are traded in an active market and the independent valuation reflects the actual transactions in similar instruments. As at 30 June 2017, the Group holds derivative financial instruments carried at fair value of $338,000 (2016: $35,000). 5.4 Trade and other payables Trade and other payables are carried at amortised cost. These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 60 days of recognition. Amounts due to be settled within twelve months after the reporting period are classified as current. 76 76 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) The carrying amounts of trade and other payables are assumed to be the same as their fair values, due to their short-term nature. 2017 2016 Current Non-current $’000 $’000 Total $’000 Current $’000 Non-current $’000 Total $’000 1,405 28 2,294 – 1,405 2,586 – 2,586 236 264 10 252 262 – 2,294 2,017 – 2,017 3,727 236 3,963 4,613 252 4,865 Trade payables Lease straight-lining liability Other payables Total trade and other payables 5.5 Borrowings Loans and borrowings are recognised initially at fair value less attributable transaction costs. Subsequently loans and borrowings are stated at amortised cost using the effective interest method. Amounts due to be settled within twelve months after the reporting period are classified as current. Borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Finance leases – secured Current Non-current 2017 $’000 2016 $’000 404 946 1,350 395 1,349 1,744 On 21 September 2015, the Company entered into a finance lease arrangement with its bank for the leasehold improvements of its global corporate and manufacturing facility in Lane Cove, NSW, Australia for $2,048,000 repayable in fixed monthly instalments for a period of 5 years at 4.92% per annum. This borrowing is secured by the leasehold improvements included in Property, plant and equipment. Finance lease and hire purchase liability at the end of the year is as follows: 2017 2016 Minimum payments $000 Present value of payments $000 Minimum payments $000 Present value of payments $000 Within one year 461 404 472 395 After one year but not more than 5 years Total minimum lease payments Less future finance charges Present value of minimum lease payments 1,000 1,461 111 1,350 946 1,350 – 1,460 1,932 188 1,350 1,744 1,349 1,744 – 1,744 The carrying value of the finance lease liability approximates its fair value since the interest payable on this borrowing is close to current market rates. 77 77 Financial report Notes to the financial statements (continued) 6. Operating assets and liabilities 6.1 Inventories Inventories are measured at the lower of cost and net realisable value. Cost includes expenditure incurred in acquiring the inventories and bringing them to their existing condition and location. In the case of manufactured inventory and work in progress, cost includes materials, labour and an appropriate level of production overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and selling, marketing and distribution expenses. Raw materials and stores Work in progress Finished goods 2017 $’000 2016 $’000 4,721 2,608 334 2,673 7,728 832 3,495 6,935 Inventories recognised as an expense (cost of sales) during the year ended 30 June 2017 amounted to $15,891,000 (2016: $9,796,000). Write-downs of inventories during the year ended 30 June 2017 amounted to $611,000 (2016: $195,000). The expense has been included in selling and general expenses in the profit and loss statement. 6.2 Property, plant and equipment (i) Owned assets All property, plant and equipment is stated at historical cost less accumulated depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when it is replaced. All other repairs and maintenance are charged to the profit and loss statement during the reporting period in which they are incurred. Production tooling used to manufacture component parts qualifies as property, plant and equipment when the Company expects to use it during more than one period. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the profit and loss statement. (ii) Leased assets Finance leases that transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in the profit and loss statement. Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases, net of any incentives received from the lessor, are expensed on a straight-line basis over the term of the lease. Minimum lease payments include fixed rate increases. 78 78 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) (iii) Depreciation All assets have limited useful lives and are depreciated using the straight line method over their estimated useful lives, or in the case of leasehold improvements, over the estimated useful life or lease term, whichever is shorter, taking into account residual values. Depreciation is expensed. The depreciation rates or useful lives used in the current and comparative years are as follows: leasehold improvements over the lease term; and plant and equipment two to seven years. The assets’ residual values, useful lives and depreciation methods are reviewed prospectively and adjusted, if appropriate, at least annually. (iv) Impairment The Group assesses at each reporting date whether there is an indication that an asset may be impaired. Non-financial assets, other than intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Total property, plant and equipment at net book value Leasehold improvements $’000 Plant and equipment $’000 Capital work in progress $’000 Total $’000 Year ended 30 June 2016 Opening net book amount Additions Retirement and others Impairment Depreciation charge Foreign currency translation effect (net) Closing net book amount at 30 June 2016 At 30 June 2016 Cost Impairment Accumulated depreciation Net book amount at 30 June 2016 Year ended 30 June 2017 Opening net book amount Additions Retirement and others Impairment Depreciation charge Foreign currency translation effect (net) Closing net book amount at 30 June 2017 At 30 June 2017 Cost or fair value Impairment Accumulated depreciation Net book amount at 30 June 2017 2,032 335 – – (378) – 1,360 655 (105) – (785) 3 176 3,568 14 1,004 – – – (3) (105) – (1,163) – 1,989 1,128 187 3,304 2,393 4,619 187 7,199 – (404) 1,989 (9) (3,482) 1,128 1,989 1,128 39 – – (384) – 773 (25) (36) (675) (8) – – (9) (3,886) 187 3,304 187 478 – – – 3,304 1,290 (25) (36) (1,059) (2) (10) 1,644 1,157 663 3,464 2,432 4,852 663 7,947 – (45) (788) 1,644 (3,650) 1,157 – – (45) (4,438) 663 3,464 79 79 Financial report Notes to the financial statements (continued) 6.3 Intangible assets (i) Research and development Research and development expenditure is expensed as incurred except that costs incurred on development projects, relating to the design and testing of new or improved products, are recognised as intangible assets when it is probable that the project will, after considering its commercial and technical feasibility, be completed and generate future economic benefits and its costs can be measured reliably. (ii) Patents and trademarks The costs of registering and protecting patents and trademarks are expensed as incurred. (iii) ERP system and computer software The expenditure incurred on the Enterprise Resource Planning (ERP) system and computer software and the  costs necessary for the implementation of the system are recognised as an intangible asset, to the extent Nanosonics controls future economic benefits as a result of the costs incurred, and are stated at cost less accumulated amortisation. Costs include expenditure that is directly attributable to the development and implementation of the system. (iv) Amortisation Amortisation is calculated to expense the cost of the intangible assets less its estimated residual values on a straight line basis over their estimated useful lives. The estimated useful lives for the current and comparative years are as follows: development costs five years and ERP system and computer software three years. Amortisation is recognised in the profit and loss statement from the date the asset is available for use unless their lives are indefinite. Intangible assets with an indefinite useful life are systematically tested for  impairment annually. (v) Impairment Intangible assets are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. No impairment of intangibles were assessed during the period (2016: Nil). Year ended 30 June 2016 Opening net book amount Additions Amortisation Foreign currency translation effect (net) Closing net book amount at 30 June 2016 At 30 June 2016 Cost Accumulated depreciation Net book amount at 30 June 2016 Year ended 30 June 2017 Opening net book amount Additions Amortisation Foreign currency translation effect (net) Closing net book amount at 30 June 2017 At 30 June 2017 Cost or fair value Accumulated depreciation Net book amount at 30 June 2017 Development costs $’000 ERP system and computer software $’000 – – – – – 201 (201) – – – – – – 201 (201) – 207 217 (159) (5) 260 1,267 (1,007) 260 260 201 (179) (1) 281 1,464 (1,183) 281 Total $’000 207 217 (159) (5) 260 1,468 (1,208) 260 260 201 (179) (1) 281 1,665 (1,384) 281 80 80 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) 6.4 Provisions (i) General Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reasonably estimated. Provisions are not recognised for future operating losses. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. An increase in the provision due to the passage of time is recognised as interest expense. (ii) Provision for warranty Provision for warranty related costs are made in respect of the Group’s estimated liability on all products sold or services provided under warranty at the reporting date. The provision is measured at current values estimated to be required to settle the warranty obligation. The initial estimate of warranty-related costs is revised annually. (iii) Provision for make good The Group has operating leases over its offices that require the premises to be returned to the lessor in their original condition. The operating lease payments do not include an element for repairs or make good. A provision for make good lease costs is recognised at the time it is determined that it is probable that such costs will be incurred in a future year, measured at the expected cost of returning the asset to the lessor in its original condition. An offsetting asset of the same value is also recognised and is classified in property, plant and equipment. This asset is amortised to the profit and loss statement over the life of the lease. (iv) Provision for onerous contracts A provision for onerous contracts is recognised when expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting contractual obligations. The provision is measured at the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognises any impairment loss on the assets associated with the contract. (a) Provisions as at the reporting date follows: 2017 2016 Current Non-current $’000 $’000 Provision for warranty Make good provision Total provisions 534 – 534 – 70 70 Total $’000 534 70 604 Current $’000 Non-current $’000 643 – 643 – 70 70 (b) Movements in provisions Provision for warranty $’000 Make good provision $’000 Carrying amount at start of year Additional provisions recognised Amounts used during the year Unused amount reversed during the year Carrying amount at end of year 643 332 (200) (241) 534 Total $’000 643 70 713 Total $’000 713 332 (200) (241) 70 – – – 70 604 81 81 Financial report Notes to the financial statements (continued) 7. Financial risk management The Group is exposed to a variety of risks, including market risk (comprising foreign currency risk and interest rate risk), credit risk and liquidity risk. The Board of directors has overall responsibility for the Group’s risk management framework. Responsibility for the development and implementation of controls to address risks is assigned to the Audit and Risk Committee. This responsibility is supported by the development of standards, policies and procedures for the management of these risks. (a) Market risk Market risk is the risk that changes in market prices will affect the Group’s financial performance. (i) Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expenses are denominated in different currency from the Group’s functional currency) and the Group’s net investments in foreign subsidiaries. The Group enters into foreign currency forward contracts to mitigate its foreign currency risk on its net cash flows. Exposure The Group’s exposure to foreign currency risk in the consolidated balance sheet at the end of the reporting period mainly comprised: Cash and cash equivalents Trade and other receivables Trade and other payables 2017 GBP £’000 315 255 Euro €’000 137 328 USD $’000 11,109 4,208 (122) (146) (1,416) USD $’000 8,380 5,068 (597) 12,851 448 319 13,901 2016 GBP £’000 255 256 (44) 467 Euro €’000 98 145 (89) 154 Foreign currency forward contracts and options to sell 10,186 – – 2,232 – – Sensitivity The following table demonstrates the sensitivity to a reasonable possible change in the USD, EUR and GBP against the AUD, with all other variables held constant. Change in USD rate Increase 10% (3%) Decrease 5% (10%) Change in GBP rate Increase 9% (3%) Decrease 3% (6%) Change in EUR rate Increase 6% (3%) Decrease 3% (6%) Impact on post-tax profit Impact on other components of equity 30 June 2017 $’000 30 June 2016 $’000 30 June 2017 $’000 30 June 2016 $’000 2,234 (1,344) 623 (1,830) (1,216) 521 293 (86) (1) – 42 (76) 3 (5) (344) 101 31 (14) (310) 913 24 (52) (3) 7 82 82 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) Impact on post-tax profit and on other components of equity is most sensitive to movements in the Australian dollar/US dollar exchange rates because of the increased amount of US dollar denominated sales, trade receivables and bank balances. The sensitivity analysis above takes into account foreign currency denominated intercompany receivables and payables which do not form part of a net investment in foreign operations as although intercompany balances are eliminated in the consolidated balance sheet, the effect on profit or loss of their revaluation is not fully eliminated. The Group’s exposure to movement in other foreign currencies are not material. Interest rate risk (ii) The Group’s main interest rate risk arises from the cash reserves in the operating bank accounts and short-term deposits, which expose the Group to cash flow interest rate risk. The Group’s exposure to interest rate risk is noted below: Fixed interest rate maturing in: Floating interest rate $’000 1 year or less $’000 Over 1 to 5 years $’000 More than 5 years $’000 Non-interest bearing $’000 Total $’000 Notes Net financial assets (liabilities) 16,307 46,278 (946) 2017 Financial assets Cash and cash equivalents Trade and other receivables Derivative financial instruments Total financial assets Weighted average interest rate Financial liabilities Trade and other payables Borrowings Total financial liabilities Weighted average interest rate 2016 Financial assets Cash and cash equivalents Trade and other receivables Derivative financial instruments Total financial assets Weighted average interest rate Financial liabilities Trade and other payables Borrowings Total financial liabilities Weighted average interest rate 5.1 5.2 5.3 5.4 5.5 5.1 5.2 5.3 5.4 5.5 – – – – – – 946 946 – – – – – – 1,349 1,349 16,307 46,682 – – – – 16,307 46,682 0.37% 2.58% – 404 404 – – – – 4.92% 4.92% – – – – – – – – – – – 62,989 8,923 8,923 338 338 9,261 72,250 – – 3,963 3,963 – 1,350 3,963 5,313 – – 5,298 66,937 Fixed interest rate maturing in: Floating interest rate $’000 1 year or less $’000 Over 1 to 5 years $’000 More than 5 years $’000 Non-interest bearing $’000 Total $’000 Notes 17,341 31,500 – – – – 17,341 31,500 0.11% 3.03% – 395 395 – – – – 5.01% 4.92% – – – – – – – – – – – 48,841 7,734 7,734 35 35 7,769 56,610 – – 4,865 4,865 – 1,744 4,865 6,609 – – 2,904 50,001 83 83 Net financial assets (liabilities) 17,341 31,105 (1,349) Financial report Notes to the financial statements (continued) Sensitivity The profit and loss statement is sensitive to higher/lower interest income from cash and cash equivalents as a result of changes in interest rates. Impact on pre-tax profit Interest rates – increase by 25 basis points Interest rates – decrease by 25 basis points 2017 $’000 140 (140) 2016 $’000 118 (118) (b) Credit risk Credit risk is the risk of financial loss to Nanosonics if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises from cash and cash equivalents, favourable derivative financial instruments, deposits with banks and financial institutions, and credit exposures to customers. The maximum exposure to credit risk as at the reporting date is the carrying amount of the financial assets as described in note 5. The Company exposure to credit risk is influenced mainly by the geographical location, the type and characteristics of individual customers. Maximum exposure to credit risk for trade receivable by geographical region was as follows: North America Europe Asia Pacific 2017 $’000 6,437 655 1,112 2016 $’000 5,617 553 922 8,204 7,092 Maximum exposure to credit risk for trade receivable by type of counterparty was as follows: Distributors End-user customers 2017 $’000 3,506 4,698 8,204 2016 $’000 3,457 3,635 7,092 As at 30 June 2017, GE Healthcare (worldwide) and Regional Healthcare Group, combined, accounted for over 40% of the trade receivables (2016: GE Healthcare Group and Regional Healthcare Group, combined, accounted for over 44% of the trade receivables). Collateral is not held as security, nor is it the Group’s policy to transfer (on-sell) receivables to special purpose entities. (i) Risk management Credit risk is managed on a group basis. The Group may only invest surplus funds in deposits and floating rate notes offered by any major bank approved by the Board. Customer credit risk is managed subject to the Group’s established policy, procedures and control relating to credit risk management. The Group performs credit assessments of its customers prior to entering into any sales agreements. The Group utilises an external credit rating agency to assess the credit worthiness of its customers. In North America, outstanding customer receivables are regularly monitored and are generally covered by credit insurance. 84 84 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) As a result, the Group believes that its accounts receivable credit risk exposure is mitigated and it has not experienced significant write-downs in its accounts receivable balances. The credit risk arising from derivative financial instruments is not significant. (ii) Credit quality The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates. An analysis of the credit policy of trade receivables that are neither past due nor impaired as follows: External financial ratings at least 1A from Dun & Bradstreet Covered by credit insurance Other customers: Four or more years trading history with the Group Less than four years of trading history with the Group 2017 $’000 2,207 3,022 2016 $’000 2,163 1,834 763 443 554 51 6,435 4,602 Impaired trade receivables Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The other receivables are assessed collectively to determine whether there is objective evidence that an impairment has been incurred but not yet been identified. For these receivables the estimated impairment losses are recognised in a separate provision for impairment. The Group considers that there is evidence of impairment if any of the following indicators are present: • significant financial difficulties of the debtor • probability that the debtor will enter bankruptcy or financial reorganisation, and • default or delinquency in payments. Receivables for which an impairment provision was recognised are written off against the provision when there is no expectation of recovering additional cash. Impairment losses are recognised in the profit and loss statement within selling and general expenses. Subsequent recoveries of amounts previously written off are credited against selling and general expenses. As at 30 June 2017, trade receivables with a nominal value of $21,000 (2016: $9,000) were considered impaired and fully provided for. The movement in provision for impairment in respect of trade and other receivables during the year was as follows: At 1 July Provision for impairment recognised during the year Receivables written off during the year as uncollectible Unused amount reversed At 30 June 2017 $’000 2016 $’000 9 12 – – 21 5 9 (5) – 9 85 85 Financial report Notes to the financial statements (continued) Past due but not impaired As at 30 June 2017, trade receivables of $1,255,000 (2016: $2,490,000) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The aging analysis of trade receivables is as follows: Neither past due nor impaired Past due but not impaired < 30 days 30–60 days > 60 days 2017 $’000 6,435 949 353 467 2016 $’000 4,602 829 793 868 8,204 7,092 (c) Liquidity risk The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Surplus funds are invested in short and medium term instruments which are tradeable in highly liquid markets. At the end of the reporting period the Group held short term deposits of $46,682,000 (2016: $31,500,000) that are expected to readily generate cash inflows for managing liquidity risk. Maturities of financial liabilities The table below analyses the Group’s financial liabilities into relevant maturity groupings based on their contractual maturities for financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. 2017 Trade and other payables Borrowings Total financial liabilities 2016 Trade and other payables Borrowings Total financial liabilities Less than 3 months 3 to 12 months 3,699 99 3,798 4,603 96 4,699 28 305 333 10 299 309 1 to 5 years 236 946 1,182 230 1,349 1,579 Over 5 years – – – Total 3,963 1,350 5,313 22 4,865 – 1,744 22 6,609 86 86 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) 8. Capital structure 8.1 Capital and reserves (a) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or performance rights and options are shown in equity as a deduction, net of tax, from the proceeds. Ordinary shares carry one vote per share and entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held. On a show of hands, every ordinary shareholder present at a meeting in person or by proxy is entitled to one vote and upon a poll each share is entitled to one vote. Ordinary shares have no par value, are fully paid and the Company does not have a limited amount of authorised capital. Movements in ordinary share capital Opening balance 1 July 2015 Number of shares $’000 282,910,890 103,059 Exercise of performance rights and options – proceeds received 723,920 66 Shares issued on redemption of convertible notes Less: Transaction costs arising on share issues Balance 30 June 2016 12,299,726 9,601 295,934,536 112,726 – (28) 295,934,536 112,698 Exercise of performance rights and options – proceeds received 1,798,419 15 Balance 30 June 2017 297,732,955 112,713 On 28 June 2012, the Company issued unsecured Tranche A Convertible note of $4,000,000 and Tranche B Convertible note of $3,500,000 which maturity date 4 years after the issue date. The convertible notes accrued 6% interest per annum on a simple interest basis calculated on each anniversary of issue date and were able to be converted at any time up until the maturity date at $0.75 per share, subject to certain adjustments. The noteholder elected to have all accrued interest form part of the face value of the note. On 20 April 2016, the noteholder exercised its right to redeem the convertible notes. As a result, 12,299,726 shares were issued on 28 April 2016 in accordance with the terms of the Convertible Note Deed Poll. (b) Reserves Share-based payments reserve The share-based payments reserve is used to recognise the grant date fair value of performance rights and options issued but not exercised. Foreign currency translation reserve Exchange differences arising on translation of the foreign subsidiaries are recognised in other comprehensive income as described in note 1.2(e) and accumulated in a separate reserve within equity. 87 87 Financial report Notes to the financial statements (continued) 8.2 Capital management The Board and management controls the capital of the Group to ensure that the Group can fund its operations and continue as a going concern. The Group’s capital includes ordinary share capital and financial liabilities supported by financial assets. There are no externally imposed capital requirements. The Board and management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of share issues. There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year. 9. Other notes 9.1 Commitments Non-cancellable operating leases The Group leases offices and warehouses under non-cancellable operating leases. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows: 2017 $’000 2016 $’000 Within one year Later than one year but not later than five years Later than five years 949 2,644 – 3,593 802 3,293 161 4,256 Capital commitments As at 30 June 2017, the Group had commitments to purchase plant and equipment of $1,434,000 (2016: $129,000). These commitments are not recognised as liabilities as the relevant assets have not yet been received. 9.2 Related party transactions Note 9.3 provides the information about the Group’s structure including the details of the subsidiaries and the parent entity. (a) Directors and key management personnel compensation Director fees Short-term employee benefits Long-term benefits Termination benefits Share-based payments 2017 $ 2016 $ 481,733 278,538 1,752,744 1,493,037 305,042 245,606 – – 930,090 1,101,549 Total directors and key management personnel compensation 3,469,609 3,118,730 Total compensation includes total remuneration for executive and non-executive directors of the parent entity 1,305,556 2,109,317 Detailed remuneration disclosures are provided in the remuneration report on pages 26 to 50. 88 88 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) (b) Transactions with other related parties Certain directors and Key Management Personnel, or their personally-related entities (Related Parties), hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. Details of the type of transactions that were entered into with Related Parties are as follows: Related party Related entity Maurie Stang Maurie Stang Maurie Stang Gryphon Capital Pty Ltd Ramlist Pty Ltd Regional Healthcare Group Pty Ltd Transactions Director fees Rent of premises Products purchased, services received and products sold Richard England Angleterre Nominees Pty Ltd and Domkirke Pty Ltd Director fees Sale of products to Related Parties Interest charged Purchases of goods and services from Related Parties Rent of premises and equipment from Related Parties and make good payments 2017 $ 2016 $ 2,055,438 1,821,765 1,115 11,388 255,861 210,697 – 210,079 The above transactions exclude director fees which are disclosed in Non-executive Directors remuneration in section 3.3 of the remuneration report on page 30. (c) Outstanding balances arising from sales/purchases of goods and services The following balances are outstanding at the end of the reporting period in relation to transactions with Related Parties: Current trade receivables (supply of goods and services) Current trade payables (purchases of goods and services) 2017 $ 2016 $ 791,582 639,133 1,976 – There were no provisions for impaired receivables in relation to any outstanding balances from Related Parties (2016: Nil) and no expense has been recognised during the period in respect of impaired receivables due from related parties. (d) Loans to directors and Key Management Personnel During the financial year and to the date of this report, the Group made no loans to directors and Key Management Personnel and none were outstanding at the year ended 30 June 2017 (2016: Nil). (e) Terms and conditions All transactions were made on normal commercial terms and conditions and at market rates. Outstanding balances are unsecured and are repayable in cash. 89 89 Financial report Notes to the financial statements (continued) 9.3 Controlled entities The consolidated financial statements of the Group include: Name of controlled entity Principal activities Country of incorporation Class of shares Equity Holdings 2017 2016 Nanosonics Europe GmbH Provision of sales and customer support services in Germany Germany Ordinary 100% 100% Saban Ventures Pty Limited Owner of the registered intellectual property of the Group Australia Ordinary 100% 100% Sales and distribution of Nanosonics’ products and provision of sales and customer support services to Nanosonics Limited in the USA Nanosonics, Inc. Nanosonics Europe Limited Sales and distribution of Nanosonics’ products in Europe Nanosonics UK Limited Provision of sales and customer support services in Europe USA Ordinary 100% 100% UK UK Ordinary 100% 100% Ordinary 100% 100% Nanosonics Canada, Inc. Sales and distribution of Nanosonics’ products and services in Canada Canada Ordinary 100% 100% 9.4 Parent entity information As at and throughout the financial year ended 30 June 2017, the parent entity of the Group is Nanosonics Limited which is based and listed in Australia. The individual financial statements for the parent entity show the following aggregate amounts: (a) Summary financial information Statement of financial position Current assets Total assets Current liabilities Total liabilities Shareholders’ equity Share capital Share-based payments reserve Accumulated losses Total equity Profit for the year Total comprehensive income 2017 $’000 2016 $’000 99,087 116,842 10,809 12,180 78,227 81,764 7,267 8,891 112,713 112,697 10,866 6,953 (18,918) (46,776) 104,661 72,874 27,859 12,539 27,859 12,539 (b) Guarantees entered into by the parent entity During the year ended 30 June 2017 and 2016, the parent entity provided assurances to its controlled entities, Nanosonics Europe GmbH, Nanosonics Europe Limited and Nanosonics UK Limited that the intercompany debts will not be required to be repaid until such time as the controlled entities have sufficient funds available. No other guarantees were provided during the period. 90 90 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Notes to the financial statements (continued) (c) Contingent liabilities of the parent entity The parent entity did not have any contingent liabilities as at 30 June 2017 or 30 June 2016. (d) Contractual commitments for the acquisition of property, plant or equipment As at 30 June 2017, the parent entity had commitments to purchase plant and equipment of $1,434,000 (2016: $129,000). These commitments are not recognised as liabilities as the relevant assets have not yet been received. (e) Accounting policies The accounting policies of the parent entity are consistent with the Group except for Investment in controlled entities which are carried in the parent company financial statements at the lower of cost or recoverable amount. 9.5 Remuneration of auditors During the year, the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms: (a) UHY Haines Norton Audit and other assurance services Audit and review of financial reports Total remuneration of UHY Haines Norton (b) Network firms of UHY Haines Norton Audit and other assurance services Audit and review of financial reports Tax compliance services Total remuneration of network firms of UHY Haines Norton Total auditors’ remuneration 2017 $ 2016 $ 105,120 105,120 82,500 82,500 11,838 3,298 15,136 16,300 2,547 18,847 120,256 101,347 9.6 Changes in accounting policies There have been no changes to accounting standards impacting Nanosonics in the current financial year. 9.7 New standards and interpretations not yet adopted A number of new standards, amendments to standards and interpretations are effective for financial years beginning after 1 July 2017 and have not been applied in preparing these consolidated financial statements. Of the new standards, the following are expected to have an effect on the consolidated financial statements of the Group: AASB 9 Financial instruments, which becomes mandatory for Nanosonics’ 2019 consolidated financial statements The standard replaces all previous versions of AASB 9 and completes the project to replace IAS 39 ‘Financial Instruments: Recognition and Measurement’. AASB 9 introduces new classification and measurement models for financial assets. New hedge accounting requirements are intended to more closely align the accounting treatment with the risk management activities of the entity. New impairment requirements will use an ‘expected credit loss model to recognise an allowance. The Group is in the process of assessing the impact of this standard but does not expect it to be material. 91 91 Financial report Notes to the financial statements (continued) AASB 15 Revenue from contracts with customers, which becomes mandatory for Nanosonics’ 2019 consolidated financial statements The standard provides a single standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for these goods or services. The Group is in the process of assessing the impact of this standard and it is impracticable at this stage to provide a reasonable estimate of such impact. AASB 16 Leases, which becomes mandatory for Nanosonics 2020 consolidated financial statements For lessee accounting, the standard eliminates the ‘operating lease’ and finance lease classification required by AASB 117, Leases. Subject to exceptions, a ‘right-of-use’ asset will be capitalised in the statement of financial position, measured as the present value of the unavoidable future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12 months or less and leases of low-value assets where an accounting policy choice exists whereby either a right-of-use asset is recognised or lease payments are expensed to profit or loss as incurred. A liability corresponding to the capitalised lease will also be recognised, adjusted for lease prepayments, lease incentives received, initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs. Straight-line operating lease expense recognition will be replaced with a depreciation charge for the lease asset (included in operating expenses) and in interest expense on the recognised lease liability (included in finance costs). For classification within the statement of cash flows, the lease payments will be separated into both a principal (financing activities) and interest (either operating or financing activities) components. For lessor accounting, standard does not substantially change how a lessor accounts for leases. The Group’s operating leases with terms of more than 12 months relates to leases of office facilities. As at 30 June 2017, the Group has non-cancellable operating lease commitments of $3,593,000 (see note 9.1). The Group is in the process of assessing the impact of this standard but has not yet determined to what extent these commitments will result in the recognition of an asset and liability for future payments. The impact is not expected to be material. 9.8 Events occurring after the reporting period No matters or circumstances have arisen since 30 June 2017 that have significantly affected, or may significantly affect: (a) The Group’s operations in future financial years; (b) The results of those operations in future financial years; or (c) The Group’s state of affairs in future financial years. 92 92 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Directors’ declaration Directors’ declaration 1. In the opinion of the directors of Nanosonics: (a) The consolidated financial statements and notes set out on pages 55 to 92 are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Company and Consolidated Entity’s financial position as at 30 June 2017 and of their performance for the financial year ended on that date; and (ii) complying with Accounting Standards, and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. The directors have been given the declarations by the Chief Executive Officer & President and Chief Financial Officer required by section 295A of the Corporations Act 2001. 3. The consolidated financial statements comply with International Financial Reporting Standards, as disclosed in note 1.2(a). This declaration is made in accordance with a resolution of directors. Richard England Director, Sydney 24 August 2017 93 93 Financial report Independent auditor’s report to the members Independent auditor’s report to the members Level 11 | 1 York Street | Sydney | NSW | 2000 GPO Box 4137 | Sydney | NSW | 2001 t: +61 2 9256 6600 | f: +61 2 9256 6611 sydney@uhyhn.com.au www.uhyhnsydney.com.au INDEPENDENT AUDITOR’S REPORT To the Members of Nanosonics Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Nanosonics Limited (the Company) and its subsidiaries (together the Group), which comprises the consolidated statement of financial position as at 30 June 2017, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: i. ii. giving a true and fair view of the Group’s financial position as at 30 June 2017 and of its financial performance for the year then ended; and complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. An association of independent fi rms in Australia and New Zealand and a member of UHY International, a network of independent accounting and consulting fi rms. UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826 Liability limited by a scheme approved under Professional Standards Legislation. Passion beyond numbers 94 94 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Independent auditor’s report to the members Independent auditor’s report to the members Revenue recognition (occurrence, cut off and accuracy) Areas of focus How our audit addressed the area of focus As per note 2.1 of the financial statements, the revenue for the financial year ended 30 June 2017 was $67.5 million (2016: $42.8 million). focused on We because: revenue recognition  Revenue is an important measure used to evaluate the performance of the company;  Quantum of amounts involved; and  Revenue is generally recognised when the risks and rewards of the underlying ownership of products have been transferred to the customer and tend not to have multiple deliverable elements. There is a risk that sales may be materially misstated if recognized before the risks and rewards of ownership have been transferred. Our audit procedures included, amongst others:  Assessing the appropriateness of the Company’s revenue recognition accounting policy and its compliance with the Australian Accounting Standards;  Where appropriate, we tested the operating effectiveness of the internal controls over the recording of revenue in the correct period;  We tested the accuracy of the revenue recorded by checking that revenue was recognised based on the transfer of the risks and rewards of ownership of goods to the customer, or in the accounting period in which services were rendered by agreeing a sample of revenue items to contract and shipping documents, with specific focus on transactions which occurred around the year end date;  For sales transactions denominated in currencies other than Australian dollars, we tested the accuracy of the foreign exchange rate used for revenue recognition;  We tested journal entries posted to revenue accounts to identify any unusual or irregular items, and assess their reasonableness; and  We assessed the quantitative and qualitative disclosures made in the financial report, by comparing these disclosures to our understanding of the matter. An association of independent fi rms in Australia and New Zealand and a member of UHY International, a network of independent accounting and consulting fi rms. UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826 Liability limited by a scheme approved under Professional Standards Legislation. Passion beyond numbers 95 95 Financial report Independent auditor’s report to the members Independent auditor’s report to the members Inventory (valuation) Area of focus As per note 6.1 to the financial statements the inventory balance as at 30 June 2017 was $7.7 million (2016: $6.9 million). We focused on this area because of:  involved subjectivity The in estimating the conversion costs and allocation of overheads to calculate the cost of the finished goods. These costs are influenced by assumptions concerning labour and overhead rates based on normal production capacity. The Group uses a standard recovery rate; and recovery  The impact of this item on the gross profit margin. Warranty provision Area of focus As per note 6.4 to the financial statement the provision for warranty as at 30 June 2017 was $534,000 (2016: $643,000). We focused on this area because:   inherent The uncertainty associated with estimating device rates, and return and claim associated future warranty claim costs; and The potential material amounts involved. How our audit addressed the area of focus Our audit procedures included, amongst others:  We assessed the reasonability of the labour and overhead recovery rates used by management by comparing them against the historical trend and by evaluating them based on our understanding of the business;  On a sample basis, we tested raw material costs by comparing them to supplier invoices;  We obtained an understanding of how variances between the actual and standard costs were recorded by the Group’s accounting system; and  We assessed the quantitative and qualitative disclosures made in the financial report, by comparing these disclosures to our understanding of the matter. How our audit addressed the area of focus Our audit procedures included, amongst others:  We held discussions with management to obtain an understanding of the process followed to calculate the provision for warranty balance as at balance date with a focus on the assumptions and inputs used by the management as part of this calculation;  We assessed the appropriateness of the Group’s methodology, evaluated and tested the basis for the assumptions developed and used by management the warranty provision; the determination of in  We checked the historical trend of actual warranty costs incurred against the provision;  We performed sensitivity analysis and tested sensitivity of the provision to various assumptions such as failure rates, labour rate, etc. to evaluate the judgement made by management; and  We assessed the quantitative and qualitative in the financial report, by disclosures made comparing these disclosures to our understanding of the matter. An association of independent fi rms in Australia and New Zealand and a member of UHY International, a network of independent accounting and consulting fi rms. UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826 Liability limited by a scheme approved under Professional Standards Legislation. Passion beyond numbers 96 96 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Independent auditor’s report to the members Independent auditor’s report to the members Deferred taxes Area of focus to As per note 3.2 financial statements, the net deferred tax assets as at 30 June 2017 were $14.1 million (2016: nil). the We focused on this area because:  As deferred tax is recognised for the first time, there is an increased risk that the asset may not meet the recognition criteria of the Australian Accounting Standards; and  Due to the inherent complexity involved in the computation of deferred tax, there is a risk of error tax calculation. the deferred in How our audit addressed the area of focus Our audit procedures included, amongst others:  We held discussions with management to obtain an understanding of the policy applied for the recognition of deferred tax and their assessment of profitability of the company in the near future;  We assessed whether it appears reasonably certain that sufficient profits will be available in the future to recover the deferred tax assets; and  We checked the accuracy of input data and evaluated formulas and assumption used for the computation of deferred tax. Other Information The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2017, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. An association of independent fi rms in Australia and New Zealand and a member of UHY International, a network of independent accounting and consulting fi rms. UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826 Liability limited by a scheme approved under Professional Standards Legislation. Passion beyond numbers 97 97 Financial report Independent auditor’s report to the members Independent auditor’s report to the members Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:  Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.    Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we concludes that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.  Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for the audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. An association of independent fi rms in Australia and New Zealand and a member of UHY International, a network of independent accounting and consulting fi rms. UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826 Liability limited by a scheme approved under Professional Standards Legislation. Passion beyond numbers 98 98 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Independent auditor’s report to the members Independent auditor’s report to the members We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 26 to 50 of the directors’ report for the year ended 30 June 2017. In our opinion, the Remuneration Report of Nanosonics Limited, for the year ended 30 June 2017, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Mark Nicholaeff Partner Sydney Date: 24 August 2017 UHY Haines Norton Chartered Accountants An association of independent fi rms in Australia and New Zealand and a member of UHY International, a network of independent accounting and consulting fi rms. UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826 Liability limited by a scheme approved under Professional Standards Legislation. Passion beyond numbers 99 99 Financial report Shareholder information Shareholder information A. Equity security holders Twenty largest holders of quoted equity securities Ordinary shares HSBC Custody Nominees (Australia) Limited J P Morgan Nominees Australia Limited Citicorp Nominees Pty Limited Mr Maurie Stang1 Mr Bernard Stang UBS Nominees Pty Ltd National Nominees Limited Mr Steve Kritzler BNP Paribas Nominees Pty Ltd BNP Paribas Noms Pty Ltd Asia Union Investments Pty Ltd AET SFS Pty Ltd Dr Harry Hirschowitz Australian Shareholder Nominees Pty Ltd Citicorp Nominees Pty Limited Avanteos Investments Limited <2349414 Hofbauer A/C> Bennelong Resources Pty Limited Community Care Consulting Pty Ltd Larinda Pty Ltd Roan Industries Pty Limited Total top 20 holders Total all other holders Total shares on issue Number of quoted shares held Percentage 47,872,862 36,819,026 23,211,082 22,599,701 18,836,556 12,678,197 10,357,308 8,489,737 8,137,797 3,958,400 3,100,000 2,152,589 2,010,000 1,518,597 1,365,009 1,200,000 1,200,000 920,000 800,000 595,332 16.08% 12.37% 7.80% 7.59% 6.33% 4.26% 3.48% 2.85% 2.73% 1.33% 1.04% 0.72% 0.67% 0.51% 0.46% 0.40% 0.40% 0.31% 0.27% 0.20% 207,822,193 69.80% 89,910,762 30.20% 297,732,955 100% 1. Includes indirect holdings of 116,368 shares but excludes shares held by close family members. Unquoted equity securities Performance rights and options on issue Number of options over ordinary shares Number of holders1 Performance rights under ESOP to take up unissued ordinary shares 2,452,292 Performance rights and options under NOEP to take up unissued ordinary shares Total performance rights and options on issue 1,068,917 3,521,209 26 98 99 1. There are 25 common holders in ESOP and NOEP. 100 Nanosonics Annual Report 2017 Nanosonics Annual Report 2017Financial report Shareholder information Shareholder information B. Distribution of equity securities Analysis of number of ordinary shares and performance rights and options by size holding: 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total Holders Quoted ordinary shares Unquoted performance rights and options 2,641 3,954 1,458 1,580 132 9,765 34 32 5 21 7 99 There were 441 holders of less than a marketable parcel of 205 ordinary shares. C. Substantial holders Substantial holders in the Company are shown below: JCP Investment Partners Mr Maurie Stang1 Mr Bernard Stang Number of ordinary shares Percentage 25,005,980 22,599,701 18,836,556 8.40% 7.59% 6.33% 1. Includes indirect holdings of 116,368 shares but excludes shares held by close family members. D. Voting rights The voting rights attaching to each class of equity securities are set out below: a) Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and on a poll each share shall have one vote. (b) Performance rights and options Performance rights and options have no voting rights. E. On-market buy-back There is no current on-market buy-back. 101 101 Financial report Directory Corporate directory and information for investors Corporate directory and information for investors Nanosonics Limited ABN 11 095 076 896 incorporated 14 November 2000 WEBSITE NANOSONICS.COM.AU Investor/Media Relations Bankers Directors Maurie Stang Richard England David Fisher Steven Sargent Marie McDonald Michael Kavanagh Company Secretaries McGregor Grant Robert Waring Registered Office 14 Mars Road Lane Cove NSW 2066 Australia P +61 2 8063 1600 Share Register Buchan Consulting P +61 3 9866 4722 P 1300 557 010 (within Australia) McGregor Grant – Company Secretary P +61 2 8063 1600 info@nanosonics.com.au Auditor UHY Haines Norton Level 11, 1 York Street Sydney NSW 2000 Australia Legal Advisors Dibbs Barker Level 8, Angel Place 123 Pitt Street Sydney NSW 2000 Australia Computershare Investor Services Pty Ltd GPO Box 2975 Melbourne VIC 3001 Australia Shelston IP Level 21, 60 Margaret Street Sydney NSW 2000 Australia P +61 3 9415 4088 P 1300 555 159 (within Australia) au.computershare.com/au/contact Baker & McKenzie AMP Centre Level 27, 50 Bridge Street Sydney NSW 2000 Australia 102 Nanosonics Annual Report 2017 Australia: Australia and New Zealand Banking Group Limited, HSBC Bank Australia Limited and National Australia Bank Limited United Kingdom: HSBC Bank plc Germany: Deutsche Bank AG United States: HSBC Bank USA NA and PNC Financial Services Group, Inc. Canada: HSBC Bank Canada Stock Exchange Listing Nanosonics Limited shares are listed on the Australian Securities Exchange ASX code: NAN Industry Group Healthcare Equipment & Services 2017 Nanosonics Limited Annual General Meeting WHEN 11.00am, 3rd November 2017 WHERE Brisbane Room, Sofitel Sydney Wentworth 61-101 Phillip Street Sydney NSW 2000 Directory Glossary Glossary Deferred Employee Share Plan NOEP Nanosonics Omnibus Equity Plan AASB Australian Accounting Standards Board AGM ANZ APIC ASIC ASUM ASX CDC Annual General Meeting Australia and New Zealand Association for Professionals in Infection Control and Epidemiology Australian Securities and Investments Commission Australasian Society for Ultrasound in Medicine Australian Securities Exchange Limited Centers for Disease Control and Prevention CEO&P Chief Executive Officer and President CFO DESP DGKH EESP EPS ERP ERS Chief Financial Officer German Hospital Hygiene Society Exempt Employee Share Plan Earnings Per Share Enterprise Resource Planning European Radiology Society ESOP Employee Share Option Plan FCF FDA Free Cash Flow Food and Drug Administration Fiscal Year Year to 30 June FY Group GSOP GST HAI HLD HPV IAS IASB ICT IDN Financial year, eg. FY2017 is the financial year ended 30 June 2017 Nanosonics Limited and its wholly owned subsidiaries General Share Option Plan Goods and Services Tax Healthcare Acquired Infection High Level Disinfection – involves the complete elimination of all microorganisms in or on an instrument, except for small numbers of bacterial spores Human papillomavirus International Accounting Standards International Accounting Standards Board Infection Control Today Integrated Delivery Network IFRS IP International Financial Reporting Standards Intellectual Property ISO 13485 Quality Management System for Medical Devices – Requirements for Regulatory Purposes JSUM KMP LLD LTI LTIS NED NHS Japanese Society for Ultrasound in Medicine Key management personnel Low Level Disinfection Long Term Incentives Long Term Incentive Scheme Non-executive Director National Health System OEM PBT POC Original Equipment Manufacturer Profit before tax Point of Care Q1, 2, 3, or 4 3-monthly periods beginning 1 July, 1 October, 1 January and 1 April respectively R&D Research and Development Reporting period STI TEC TFR trophon® Year to 30 June 2017 Short Term Incentives Total Employment Cost Total Fixed Remuneration The brand representing Nanosonics’ range of infection control solutions designed specifically for healthcare settings trophon® EPR The brand of Nanosonics’ device specifically designed to disinfect intracavity and surface ultrasound probes. See also www.trophon.com TSR TTR UK USA VAT Total Shareholder Return Total Target Remuneration United Kingdom United States of America Value Added Tax WAEP Weighted Average Exercise Price WFUMB World Federation for Ultrasound in Medicine and Biology 103 Notes Nanosonics Limited 14 Mars Road, Lane Cove NSW 2066 Australia T +61 2 8063 1600 E info@nanosonics.com.au nanosonics.com.au ABN 11 095 076 896

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