Optiscan Imaging Limited
Appendix 4E
Preliminary final report
1. Company details
Name of entity:
ABN:
Reporting period:
Previous period:
Optiscan Imaging Limited
81 077 771 987
For the year ended 30 June 2019
For the year ended 30 June 2018
2. Results for announcement to the market
$
Revenues from ordinary activities
down
52.3% to
1,041,679
Loss from ordinary activities after tax attributable to the owners of
Optiscan Imaging Limited
up
15.2%
to
(2,344,119)
Loss for the year attributable to the owners of Optiscan Imaging Limited
up
15.2% to
(2,344,119)
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The loss for the consolidated entity after providing for income tax amounted to $2,344,119 (30 June 2018: $2,035,328).
Financial performance
During the financial year ending 30 June 2019 (FY19), the consolidated entity generated ordinary revenue of $1,041,679
from sales, system rentals and the provision of services (2018: $2,185,579).
The consolidated entity also recorded research and development incentive income of $230,882, a decrease of $550,876
from the previous corresponding period (2018: $781,758). Other grant income of $49,583 was recorded for the period.
Total expenses for FY19 reduced to $3,676,056, a decrease of $1,338,578 from the corresponding period (2018:
$5,014,634). These expenses included share based payment expenditure of $561,247 (2018: -$9,874). Excluding these non-
cash based expenses and depreciation, total expenses reduced by $1,943,114 from the prior corresponding
period. Administration costs for FY19 also included one-off costs of $135,000 relating to redundancy costs and the
development of the new Optiscan website.
Financial Position
The net assets decreased by $377,622 to $2,823,803 at 30 June 2019 (30 June 2018: $3,201,425). The working capital
position of the consolidated entity as at 30 June 2019 was an excess of current assets over current liabilities of $2,545,505
(30 June 2018: $2,806,936).
The increase in the net asset position of the consolidated entity was a result of the capital raised during the financial year of
$1,700,000 (before costs and including the $200,000 advanced to the Company by directors by way of interest free loan to
be converted to ordinary shares upon receipt of shareholder approval at the next general meeting of shareholders) less the
loss from Operating Activities.
3. Net tangible assets
Net tangible assets per ordinary security
Reporting
Previous
period
Cents
period
Cents
0.60
0.74
Optiscan Imaging Limited
Appendix 4E
Preliminary final report
4. Control gained over entities
Not applicable.
5. Loss of control over entities
Not applicable.
6. Dividends
Current period
There were no dividends paid, recommended or declared during the current financial period.
Previous period
There were no dividends paid, recommended or declared during the previous financial period.
7. Dividend reinvestment plans
Not applicable.
8. Details of associates and joint venture entities
Not applicable.
9. Foreign entities
Details of origin of accounting standards used in compiling the report:
Not applicable.
10. Audit qualification or review
Details of audit/review dispute or qualification (if any):
The financial statements have been audited and an unqualified opinion has been issued.
11. Attachments
Details of attachments (if any):
The Annual Report of Optiscan Imaging Limited for the year ended 30 June 2019 is attached.
Optiscan Imaging Limited
Appendix 4E
Preliminary final report
12. Signed
Signed ___________________________
Date: 30 August 2019
Darren Lurie
Executive Chairman
Optiscan Imaging Limited
ABN 81 077 771 987
Annual Report - 30 June 2019
Optiscan Imaging Limited
Contents
30 June 2019
Corporate directory
Chairman's Letter
Directors' report
Auditor's independence declaration
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors' declaration
Independent auditor's report to the members of Optiscan Imaging Limited
Shareholder information
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1
Optiscan Imaging Limited
Corporate directory
30 June 2019
Directors
Mr Darren Lurie (Executive Chairman)
Dr Philip Currie (Non-executive Director)
Mr Graeme Mutton (Non-executive Director)
Company secretary
Mr Justin Mouchacca
Notice of annual general meeting
The Company is proposing to hold its Annual General Meeting on Thursday 28
November 2019.
Registered office
Principal place of business
16 Miles Street
Mulgrave, Victoria, 3170
Phone No.: (03) 9598 3333
Fax No.: (03) 9562 7742
16 Miles Street
Mulgrave, Victoria, 3170
Phone No.: (03) 9598 3333
Fax No.: (03) 9562 7742
Share register
Auditor
Computershare Investor Registry Services
Yarra Falls
452 Johnston Street
Abbotsford, Victoria, 3067
Phone No.: (03) 9415 5000
Grant Thornton Audit Pty Ltd
Collins Square, Tower 5
727 Collins Street, Melbourne, VIC 3008
Stock exchange listing
Optiscan Imaging Limited shares are listed on the Australian Securities Exchange
(ASX code: OIL)
Website
www.optiscan.com
Corporate Governance Statement
The Company's Corporate Governance Statement has been released to ASX on this
day and is available on the Company's website at the following link:
https://www.optiscan.com/investors-media/corporate-governance/
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Optiscan Imaging Limited
Chairman's Letter
30 June 2019
Dear Shareholder,
On behalf of the Board of Optiscan Imaging Ltd, it gives me great pleasure to present our 2019 Annual Report. The 2019
financial year (FY19) represents a year of transition for Optiscan as we focused on our strategy to gear the Company for
commercialisation and growth following multiple years of research and development.
In FY19, we continued our collaboration in neurosurgery with Carl Zeiss Meditec, with the CONVIVO system receiving
510(k) clearance in addition to the CE Mark that had previously been received. We confirmed a number of milestones had
been achieved pursuant to the collaboration and resulting milestone payments were received.
During the year, we undertook many steps as part of developing an Optiscan clinical system. These included commencing
work with the New York based Memorial Sloan Kettering Cancer Centre (MSKCC), one of the world’s leading
cancer centres, in relation to oral, cervical and oesophageal applications. Following the end of FY19, MSKCC has
received approval to use the Optiscan system in an oral cancer clinical trial as well as continuing to work with Optiscan on
the other applications.
We commenced a 4 stage breast cancer clinical trial at Western Australia’s largest private hospital and as we near the
conclusion of Stage 2 of the trial, we are discussing the possibility of conducting Stage 3 of the trial as a multi-centre trial,
including the prospect of adding Melbourne based hospitals. Breast cancer is estimated to represent 15% of total cancer
cases in the United States and 13% in Australia and we are working with both surgeons and pathologists to identify how
our confocal laser endomicroscopy system can reduce the number of repeat surgeries, enhancing patient outcomes and
lowering the financial cost on the health care system.
Critical to the development of the Optiscan clinical system has been the development of a re-sterilisable sheath which has
received independent third-party validation of its capability for re-sterilisation.
The Company remains committed to developing new pre-clinical and translational research applications and sales. One
such application, is our work with Monash University and the University of Michigan investigating a new hypothesis into
the causes of anterior cruciate ligament injury. During the year, the Company re-built its website and re-branded its pre-
clinical product the FIVE2 (ViewnVivo) reflecting the system’s connection with the previous generation FIVE1. The re-
sterilisable sheath will also provide additional opportunities for new applications in pre-clinical and translational research.
This commercial focus was accompanied by a detailed review of operating costs which enabled the Company to reduce
its total expenses (excluding non-cash expenses) by over $1.9m compared to the previous year. This together with the
support from new and existing shareholders in our recent capital raising has given the Company the opportunity to pursue
these opportunities for commercialisation and growth.
As we reflect on this year of positive development for Optiscan, I would like to thank shareholders for their commitment to
the Company and our vision. I’d also like to thank my fellow Board members for their leadership and collaboration through
2019 as well as our management and staff at all levels who have contributed and are committed to our future.
I anticipate this momentum will continue to build in 2020, and I look forward to sharing our success with you.
Yours sincerely,
Darren Lurie
Executive Chairman
3
Optiscan Imaging Limited
Directors' report
30 June 2019
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'consolidated entity' or 'the group') consisting of Optiscan Imaging Limited (referred to hereafter as the 'company' or
'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2019.
Directors
The following persons were directors of Optiscan Imaging Limited during the whole of the financial year and up to the date
of this report, unless otherwise stated:
Mr Darren Lurie - Executive Chairman
Dr Philip Currie - Non-executive Director
Mr Graeme Mutton - Non-executive Director
Principal activities
The principal activities of the consolidated entity during the year were the development and commercialisation of confocal
microscopes. The consolidated entity carried out its principal activities through:
●
●
●
●
its collaboration with Carl Zeiss Meditech;
its marketing of the FIVE2 (ViewnVivo) system in pre-clinical and translational research markets;
the carrying on of a breast cancer trial at Hollywood Private Hospital; and
the commencement of seeking regulatory approval for the marketing of its own clinical system.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The loss for the consolidated entity after providing for income tax amounted to $2,344,119 (30 June 2018: $2,035,328).
Financial performance
During the financial year ending 30 June 2019 (FY19), the consolidated entity generated ordinary revenue of $1,041,679
from sales, system rentals and the provision of services (2018: $2,185,579).
The consolidated entity also recorded research and development incentive income of $230,882, a decrease of $550,876
from the previous corresponding period (2018: $781,758). Other grant income of $49,583 was recorded for the period.
Total expenses for FY19 reduced to $3,676,056, a decrease of $1,338,578 from the corresponding period (2018:
$5,014,634). These expenses included share based payment expenditure of $561,247 (2018: -$9,874). Excluding these non-
cash based expenses and depreciation, total expenses reduced by $1,943,114 from the prior corresponding
period. Administration costs for FY19 also included one-off costs of $135,000 relating to redundancy costs and the
development of the new Optiscan website.
Financial position
The net assets decreased by $377,622 to $2,823,803 at 30 June 2019 (30 June 2018: $3,201,425). The working capital
position of the consolidated entity as at 30 June 2019 was an excess of current assets over current liabilities of $2,545,505
(30 June 2018: $2,806,936).
The increase in the net asset position of the consolidated entity was a result of the capital raised during the financial year of
$1,700,000 (before costs and including the $200,000 advanced to the Company by directors by way of interest free loan to
be converted to ordinary shares upon receipt of shareholder approval at the next general meeting of shareholders) less the
loss from Operating Activities.
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Optiscan Imaging Limited
Directors' report
30 June 2019
Optiscan Clinical Device
During the year ending 30 June 2019 (FY219), Optiscan initiated plans to seek regulatory approvals for the marketing of its
own clinical system under the Optiscan brand. The initial clinical application is expected to be targeted at oral cancer
screening and/or surgical tumour margin detection.
A pre-requisite for the use and approval of an Optiscan clinical device has been the development of a sterilisable
sheath. Initial samples of the sheath were manufactured during FY19 and independent third party validation of the re-
sterilisability of the sheath has been received after the end of FY19. The testing has confirmed the re-sterilisability of the
sheath for up to 10 cycles in an autoclave machine.
Work is continuing on the product design and initial regulatory advice has been sought in relation to preparation of an
application for FDA 510(k) clearance for the Optiscan system.
Breast Cancer Clinical Trial
In FY19, Optiscan commenced a four stage clinical trial using an Optiscan system to assess breast cancer surgical margin
at Hollywood Private Hospital (Western Australia’s largest private hospital) with principal investigators Dr Philip Currie, Dr
Peter Willsher (Breast Surgeon of the Breast Cancer Research Centre –WA) and Dr Jespal Gill (Anatomical Pathologist
and Head of Histopathology of Western Diagnostic Pathology).
The initial stage of the clinical trial (completed in FY19), focused on examining excised breast tissue specimens by both
confocal laser endomicoscopy (CLE) and standard histopathology in order to determine patterns of normal, non-malignant
and malignant tissue without impacting the ability to undertake standard histopathology of the same specimens and the
trial of multiple imaging techniques and materials.
The second stage of the trial commenced in FY19. This stage of the trial involves the examination of fresh breast tissue
specimens (ex vivo) in conjunction with the PARPi-FL imaging agent (developed by Summit Biomedical Imaging) in the
pathology laboratory.
The ultimate goal of the four stages of the clinical trial is to assist both surgeons and pathologists to provide real-time
determination of the required surgical margin reducing the risk of residual tumour, the need for repeat surgeries and the
emotional distress suffered by patients.
Breast cancer is the second most frequently diagnosed new cancer and has the second highest mortality rate of cancers in
females. In 2019, there were an estimated 271,270 new cases of invasive breast cancer diagnosed in the United States
(15% of total cancer cases) and in 2018 an estimated 18,235 new cases (13% of total cancers cases) were diagnosed in
Australia. Lumpectomies now account for approximately 60% of surgeries for early stage breast cancer.
Memorial Sloan Kettering Cancer Centre (MSKCC) and Summit Biomedical Imaging (SBI)
During FY19 Optiscan commenced working with MSKCC (the largest and oldest private cancer centre in the world) and SBI
in the development of screening, early diagnosis and surgical tools targeting cancer cells for oral, oesophageal and cervical
cancers. Following the end of the financial year, MSKCC received approval from its Institutional Review Board and the United
States Food and Drug Administration (FDA) for the use of the Optiscan system in an oral cancer human clinical trial. An
Optiscan system has been sent to MSKCC for use in this clinical trial. MSKCC is also using Optiscan technology for imaging
oesophageal and cervical human tissue specimens (ex vivo). Following the completion of this ex vivo imaging, it is expected
that MSKCC will seek approval for the conduct of in human cervical and oesophageal clinical trials utilising Optiscan
technology.
SBI is a biomedical technology company focused on developing innovative biomedical technologies for cancer diagnosis
and treatment. SBI has been awarded a federal grant (U.S.) through NIH’s Small Business Innovation Research (SBIR)
program to support investigation of a diagnostic optical molecular imaging agent (PARPi-FL) which targets PARP1, an
enzyme that is highly overexpressed in several human cancers, including oral squamous cell carcinoma, cervical cancer and
breast cancer.
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Optiscan Imaging Limited
Directors' report
30 June 2019
Carl Zeiss Meditech (CZM) Collaboration
The collaboration with CZM remains a key pillar of the Optiscan business. In FY19, the sales of systems, probes, research
and development support and other services to CZM generated revenue of $980k. During FY19, CZM received FDA 510(k)
clearance for the CONVIVO, a critical step to enable sales into the United States market. This was in addition to the CE
Mark received for CONVIVO earlier in the 2018 calendar year.
Developing new pre-clinical and translational applications for FIVE2 (ViewnVivo)
In the first half of FY19, Optiscan embarked on a multi-faceted rebranding of the FIVE2(ViewnVivo) with the release of a
new website the cornerstone of this re-branding. The new website includes an updated publication list and filtered search
function as a research tool for prospective users and customers. Newly released or identified publications referencing
Optiscan technology are regularly updated to the list. During FY19, Optiscan developed multiple presentations and other
marketing collateral for delivery at conferences, demonstrations and potential customer site visits.
Significant time was invested with both Monash University and CSIRO to develop applications whereby Optiscan technology
delivers advantages over existing technologies currently used in the laboratory.
During FY19, Optiscan entered into rental arrangements for the supply of systems with two overseas institutions. These
rental arrangements enable the receipt of cash flows whilst funding for the purchase of systems is investigated and sought
by the institution.
Chinese, North American and Australian institutions have submitted or expressed their intention to submit funding
applications for the purchase of FIVE2 (ViewnVivo) systems and the Company is awaiting determination of these funding
applications.
Financial
Following a review of activities and the cost base of the Company’s operations, the Company reduced its expenses (excluding
non-cash expenses) in FY19 by in excess of $1.9m compared to FY18.
In June 2019, the Company raised $1.7m (before expenses) from new and existing investors. This amount included $200k
from directors advanced to the Company by way of interest free loan to be converted to ordinary shares upon receipt of
shareholder approval at the next general meeting of shareholders.
Significant changes in the state of affairs
On 14 June 2019, the Company announced that it had received commitments from professional and sophisticated investors
for a capital raising of $1,500,000 through the issue of 37,500,000 new fully paid ordinary shares with an issue price of $0.04
(4 cents) per share. The Directors also agreed to apply for a total of $200,000 worth of shares which will be subject to
shareholder approval at the next general meeting of shareholders. The funds in relation to the application by Directors were
loaned to the Company on an interest free basis.
Matters subsequent to the end of the financial year
The following matters or circumstances have arisen since 30 June 2019 that have significantly affected, or may significantly
affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future
financial years:
●
●
approval from the Institutional Review Board of Memorial Sloan Kettering Cancer Center (MSKCC) and the United
States Food and Drug Administration (FDA) for the use of an Optiscan system in an oral cancer human clinical trial. An
Optiscan system has been sent to MSKCC for use in this clinical trial;
receipt of independent third party validation of the re-sterilisability of the sheath developed and manufactured by
Optiscan in FY19. The testing has confirmed re-sterilisability of the sheath for up to 10 cycles in an autoclave machine.
No other matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
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Optiscan Imaging Limited
Directors' report
30 June 2019
Likely developments and expected results of operations
The Directors have outlined in the Operating and Financial Review above that they expect to continue to derive income from
the CZM collaboration over the next year, as well as achieving sales of Five 2 (ViewnVivo), the second-generation pre-clinical
and translational research product. The Company expects to develop a system suitable for marketing for clinical use and to
seek regulatory approval for the clinical use of this system in one or more cancer applications. The Company also expects
to complete Stage 2 of its breast cancer trial and commence Stage 3 of the trial in one or more medical centres.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State
law.
Information on directors
Name:
Title:
Qualifications:
Experience and expertise:
Mr Darren Lurie
Executive Chairman
B.Comm (Hons), B.LLB (Hons)
Darren Lurie is an experienced leader of boards and management teams as Chair,
CEO and CFO. He has experience working across a range of industries operating both
domestically and internationally. Prior to joining Optiscan, Darren was the Group CFO
and Head of Corporate Development for EduCo International Group, an investee
company of Baring Private Equity Asia and a leading provider of education and related
services with campuses in the USA, Australia, Canada and Ireland, across the Higher
Education, Career and English sectors. Darren is a former chair and non-executive
director of ASX listed Farm Pride Foods Ltd (ASX:FRM), one of Australia’s leading
agribusinesses. He has fifteen years’ experience as a corporate advisor leading
finance, strategy and merger and acquisition assignments across a range of industries.
Other current directorships:
None
Former directorships (last 3 years): None
None
Interests in shares:
8,000,000 unlisted options
Interests in options:
1,100,000 unlisted performance rights
Interests in rights:
Name:
Title:
Qualifications:
Experience and expertise:
Dr Philip Currie
Non-executive Director
MBBS (Hons), FRACP, MBA
Dr Currie is a cardiologist with more than 35 years in cardiology both in the United
States and in Australia with extensive experience in medical research, clinical
cardiology and business. He has a medical degree, MBBS (Hons) from Monash
University and an MBA from the University of Michigan.
Other current directorships:
None
Former directorships (last 3 years): None
Interests in shares:
Interests in options:
Interests in rights:
15,097,500 fully paid ordinary shares,
4,800,000 unlisted options
660,000 unlisted performance rights
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Optiscan Imaging Limited
Directors' report
30 June 2019
Name:
Title:
Qualifications:
Experience and expertise:
Mr Graeme Mutton
Non-executive Director
Certified Practicing Accountant (retired)
After graduating in Accounting in 1968, Graeme managed a public accounting practice
for CP Bird and Associates at Bruce Rock in Western Australia for approximately five
years. During this time, he purchased City Plating Company, an electroplating business
which he successfully managed for 30 years until it was sold in 2000. This background
exposed him to many businesses and provided a practical knowledge of all aspects
required to successfully operate a small to medium enterprise. Graeme is a long
standing shareholder of Optiscan and has a deep understanding of Optiscan`s
technology and applications.
Other current directorships:
None
Former directorships (last 3 years): None
Interests in shares:
Interests in rights:
10,097,696 fully paid ordinary shares
180,000 unlisted performance rights
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
Mr Justin Mouchacca, CA
Mr Mouchacca holds a Bachelor of Business majoring in Accounting. Justin became a Chartered Accountant in 2011 and
from July 2013 to June 2019 was a Director of chartered accounting firm, Leydin Freyer Corp Pty Ltd. Since July 2019, Mr
Mouchacca has been principal of JM Corporate Services Pty Ltd, a firm specialising in outsourced company secretarial
services and financial duties. Justin has over 12 years’ experience in the accounting profession including 7 years in the
corporate secretarial services and is a company secretary and finance officer for a number of entities listed on the Australian
Securities Exchange.
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2019, and
the number of meetings attended by each director were:
Philip Currie
Darren Lurie
Graeme Mutton
Held: represents the number of meetings held during the time the director held office.
Full Board
Attended
Held
13
13
13
13
13
13
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in
accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all directors.
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Optiscan Imaging Limited
Directors' report
30 June 2019
The remuneration report is set out under the following main headings:
●
●
●
●
●
●
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional information
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive
and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives
and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of
reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward
governance practices:
●
●
●
●
competitiveness and reasonableness
acceptability to shareholders
performance linkage / alignment of executive compensation
transparency
The Board is responsible for determining and reviewing remuneration arrangements for its directors and executives. The
performance of the consolidated entity depends on the quality of its directors and executives. The remuneration philosophy
is to attract, motivate and retain high performance and high quality personnel.
The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it
should seek to enhance shareholders' interests by:
●
●
having profit as a core component of plan design
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering
constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value
attracting and retaining high calibre executives
●
Additionally, the reward framework should seek to enhance executives' interests by:
●
●
●
rewarding capability and experience
reflecting competitive reward for contribution to growth in shareholder wealth
providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-executive directors remuneration
The Constitution of the company and the ASX Listing Rules establish an aggregate or maximum level of remuneration
available to non-executive directors, to be divided amongst the directors as agreed. The aggregate amount approved by
shareholders to be available for remuneration of non-executive directors is $400,000 per annum.
The Board has determined that non-executive directors shall receive only fixed remuneration by way of payment of fees.
There is no variable, short term incentive remuneration for non-executive directors, nor is there any entitlement to retiring
allowances or payments other than the statutory superannuation required by law.
Non-executive directors receive an annual fee for all services provided to the company, including being a director of the
company and any of its subsidiaries, and for serving on board sub committees in accordance with the requirements of the
Corporate Governance Policy.
Non-executive directors are encouraged to hold shares in the company which have been purchased on market or through
placements where participation by the directors has been approved by shareholders in general meeting. It is considered
good governance for the directors to have a personal financial stake in the company.
Executive remuneration
The Remuneration Committee (currently comprising the board) is responsible for establishing the structure and amount of
remuneration.
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Optiscan Imaging Limited
Directors' report
30 June 2019
The executive remuneration and reward framework has four components:
●
●
●
●
base pay and non-monetary benefits
short-term performance incentives
share-based payments
other remuneration such as superannuation and long service leave
The combination of these comprises the executive's total remuneration.
The level of fixed remuneration is set so as to provide a base level of remuneration, which is both appropriate to the position
and competitive in the market.
Fixed remuneration is reviewed as required by the Remuneration Committee, and the process consists of a review of
company and individual performance, and comparative remuneration in the market. All employees are provided with the
opportunity to receive their fixed remuneration in both cash and benefits, subject to there being no change in overall cost to
the company. Compulsory superannuation contributions are included in the determination of fixed remuneration.
Variable Remuneration
The objectives and structure of the Group’s policy on Variable Remuneration is set out below.
Variable Remuneration - Short Term Incentive (STI)
The objective of the STI program is to link the achievement of the group’s operational targets with the remuneration received
by key management personnel with prime responsibility for meeting those targets. The total potential STI available is set at
a level so as to provide sufficient incentive to the key management personnel to achieve the operational targets and such
that the cost to the company is reasonable in the circumstances.
Actual STI payments granted to key management personnel depend on the extent to which specific operating targets set at
the beginning of the financial year are met. The operational targets consist of a number of Key Performance Indicators (KPI’s)
covering both financial and non-financial measures of performance. Typically included are such measures as achievement
of budgeted financial outcomes and key milestones, for example, demonstrating clinical efficacy, achieving quality
accreditation, obtaining regulatory clearance or measures such as control of expenditure or achievement of sales targets.
The Board or Remuneration Committee establishes clear performance benchmarks, which must be met in order to trigger
payments under the short term incentive scheme.
The aggregate amount of annual STI payments available for key management personnel and other executives is subject to
the approval of the Remuneration Committee. Payments made are usually delivered as a cash bonus. No cash bonuses
were paid during the year ended 30 June 2019.
Variable Remuneration - Long Term Incentive (LTI)
Long term incentives are delivered to executives and employees by way of grant of options under the Employee Share Option
Plan.
The objective of the long term incentive plan is to reward executives and employees in a manner which aligns this element
of remuneration with the creation of shareholder wealth.
The Remuneration Committee is responsible for the allocation of options, and determines the quantum of grants by reference
to group and individual performance against targets.
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Optiscan Imaging Limited
Directors' report
30 June 2019
Incentives and Company Performance
The link between incentive structure and company performance is an important aspect of remuneration philosophy. The
purpose of the remuneration policies of the Group is to create an effective and transparent link between the incentives
provided and the performance of the Group.
The Group is in the process of transition from a business predominantly engaged in research and development (“R&D”) to
one increasingly focussed on commercialisation of its technology. Whilst substantial progress has been made, the transition
from loss making R&D activities to profit making trading has not yet been completed. As a consequence, performance to
date cannot appropriately be determined with conventional financial measurement tools. As the group has expensed all R&D
expenditure incurred to date, losses have been reported so conventional earnings measures such as profit growth, EPS or
dividend yield and payout are not applicable.
In view of the limited relevance of financial measurement tools, the Board of Directors has determined that the performance
of the group is best reviewed in the context of achievement of key milestones. During the period, no additional STI or LTI
remuneration was awarded based on milestones.
Employment Contracts
All staff including executives are engaged under rolling employment agreements. The contracts continue indefinitely subject
to satisfactory performance, and provide one month's notice. Under the terms of the agreements:
- The company may terminate the employment agreement by providing the requisite period of written notice or by providing
payment in lieu of notice, based on the fixed component of remuneration. Any unvested options at the expiry of the notice
period will be forfeited.
- On resignation any unvested options are forfeited.
- The company may terminate the agreement at any time without notice if serious misconduct has occurred, in which case
the executive is only entitled to that portion of remuneration that is fixed, and only up to the date of termination.
Voting and comments made at the company's 30 November 2018 Annual General Meeting ('AGM')
At the 2018 AGM, 93.70% of the votes received supported the adoption of the remuneration report for the year ended 30
June 2018. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
The key management personnel of the consolidated entity consisted of the following directors of Optiscan Imaging Limited:
●
●
●
●
●
●
●
Mr Darren Lurie - Executive Chair
Dr Philip Currie - Non-executive Director
Mr Graeme Mutton - Non-executive Director
Mr Alan Hoffman - Non-executive and Executive Chair (resigned 17 April 2018)
Mr Peter Francis - Non-executive Director (resigned 23 April 2018)
Dr Ian Griffiths - Non-executive Director (resigned 23 April 2018)
Mr Ian Mann - Non-executive Director (ceased 10 May 2018)
And the following persons:
●
●
●
Mr Archibald Fraser - Chief Executive Officer (resigned 22 January 2018)
Mr Peter Delaney - Chief Technical Officer (resigned 22 November 2018)
Mr Justin Mouchacca – Company Secretary (Mr Mouchacca was not acting Chief Financial Officer during FY19 but
carried out the role in FY18.)
11
Optiscan Imaging Limited
Directors' report
30 June 2019
Short-term benefits
Cash salary
and fees Allowances expense
Other
Annual
leave
2019
$
$
$
Post-
employment
benefits
Long-term
benefits
Super-
annuation
$
Long
service
leave
$
Share-based payments
Equity-
Equity-
performance
rights
$
$
Total
$
Non-Executive
Directors:
Philip Currie
Graeme Mutton
Executive
Directors:
Darren Lurie (1)
40,000
35,500
271,804
347,304
-
-
-
-
-
-
-
-
3,800
3,372
25,821
32,993
-
-
-
-
38,280
10,440
94,048
-
176,128
49,312
63,800
112,520
155,847
249,895
517,272
742,712
(1)
Appointed director 20 April 2018. Served as Executive Chair from 31 May 2018. All remuneration for the year
included under Executive Directors.
Short-term benefits
Cash salary
and fees
Annual
leave
Other
Allowances
(11)
$
Post-
employment
benefits
Long-term
benefits
Super-
Long
service
Cessation
payment
Share-
based
payments
Equity-
settled
$
Total
$
2018
$
expense
$
annuation
$
leave
$
(10)
$
Non-Executive
Directors:
Philip Currie (2)
Graeme Mutton (3)
Alan Hoffman (4)
Peter Francis (5)
Ian Mann (6)
Ian Griffiths (7)
38,279
8,753
95,663
33,333
33,333
33,333
Executive Directors:
Darren Lurie (1)
41,041
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,623
832
5,938
3,167
3,167
3,167
3,956
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
41,902
9,585
101,601
36,500
36,500
36,500
-
44,997
Other Key
Management
Personnel:
Archie Fraser (8)
Peter Delaney (12)
Justin Mouchacca
(9)
112,328
131,358
(41,593)
-
11,768
13,310
10,671
12,479
(252)
1,332
257,280
-
(9,874)
-
340,328
158,479
78,000
605,421
-
(41,593)
-
25,078
-
47,000
-
1,080
-
257,280
-
(9,874)
78,000
884,392
12
Optiscan Imaging Limited
Directors' report
30 June 2019
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Appointed director 20 April 2018. Served as Executive Chair from 31 May 2018. All remuneration for the year
included under Executive Directors.
Appointed 17 July 2017.
Appointed 20 April 2018.
Served as Executive Chair from 16 February 2018 to 17 April 2018. All remuneration for the year included under
Non-Executive Directors. Resigned 17 April 2018.
Resigned 23 April 2018.
Ceased 10 May 2018.
Resigned 23 April 2018.
Resigned 22 January 2018. The negative share based payment amount comprises executive options amortisation
expense of $60,126 relating to Mr Fraser's options, offset by a reversal of executive options amortisation expense of
$70,000 arising on the forfeiture of his executive options upon which expenses had previously been recognised.
Refer Note 20.
Fees paid to Leydin Freyer Corp Pty Ltd, of which Justin Mouchacca is a director, in respect of Company Secretarial,
Chief Financial Officer and Accounting services.
(10) Upon his resignation on 22 January 2018, Archie Fraser received a cessation payment of $257,280 comprising:
Salary (6 months' notice) of $100,000; and a further agreed payment of $157,280.
(11) Relates to repayment of other allowances received in the current and prior period.
(12) As announced on 16 November 2018, Mr Peter Delaney provided the Company with his notice of intention to resign
from the role of Chief Technology Officer as of 22 November 2018.
The proportion of remuneration linked to performance in STI or LTI and the fixed remuneration proportion are as follows:
Name
Non-Executive Directors:
Darren Lurie
Philip Currie
Graeme Mutton
Alan Hoffman
Peter Francis
Ian Mann
Ian Griffiths
Other Key Management
Personnel:
Archie Fraser
Peter Delaney
Justin Mouchacca
Fixed remuneration
2018
2019
At risk - STI
At risk - LTI
2019
2018
2019
2018
58%
25%
79%
-
-
-
-
-
-
-
100%
100%
100%
100%
100%
100%
100%
103%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
42%
75%
21%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(3%)
-
-
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details
of these agreements are as follows:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Darren Lurie
Executive Chair
31 May 2018
No fixed term.
Mr Lurie has been appointed as Executive Chair for an interim period. His
remuneration for the executive role is $1,000 per day in addition to his Non-Executive
Chair's fees. There is no performance-related payment as part of the employment
contract. There is no provision for a specific termination payment.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
13
Optiscan Imaging Limited
Directors' report
30 June 2019
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the year
ended 30 June 2019 (2018: Nil).
Options
During the financial year, the company granted 12,800,000 unlisted options with various vesting and exercise dates, to
directors following receipt of shareholder approval at the company's 2018 Annual General Meeting of shareholders. Each of
the options issued have market based performance conditions, as noted below, and the relevant share price hurdles need
to be achieved before the options can be exercised before the expiry date.
There were no options issued to directors and other key management personnel as part of compensation during the previous
year ended 30 June 2018.
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key
management personnel in this financial year or future reporting years are as follows:
Number of
options
granted
Grant date
2,000,000 30-Nov-18
2,000,000 30-Nov-18
2,000,000 30-Nov-18
2,000,000 30-Nov-18
1,200,000 30-Nov-18
1,200,000 30-Nov-18
1,200,000 30-Nov-18
1,200,000 30-Nov-18
Name
Darren Lurie
Darren Lurie
Darren Lurie
Darren Lurie
Philip Currie
Philip Currie
Philip Currie
Philip Currie
Options granted carry no dividend or voting rights.
Vesting date,
Vesting Price and
exercisable date
Expiry date
Exercise price at grant date
Fair value
per option
31-May-19 - $0.08 31-May-22
30-Nov-19 - $0.08 30-Nov-22
31-May-20 - $0.08 31-May-23
30-Nov-20 - $0.10 30-Nov-23
31-May-19 - $0.08 31-May-22
30-Nov-19 - $0.08 30-Nov-22
31-May-20 - $0.08 31-May-23
30-Nov-20 - $0.10 30-Nov-23
$0.050
$0.050
$0.065
$0.080
$0.050
$0.050
$0.065
$0.080
$0.034
$0.036
$0.034
$0.034
$0.034
$0.036
$0.034
$0.034
The number of options over ordinary shares granted to and vested by directors and other key management personnel as
part of compensation during the year ended 30 June 2019 are set out below:
Name
Archie Fraser
Number of
Number of
Number of
Number of
options
granted
options
granted
options
vested
options
vested
during the
during the
during the
during the
year
2019
year
2018
year
2019
year
2018
-
-
-
1,500,000
14
Optiscan Imaging Limited
Directors' report
30 June 2019
Details of options over ordinary shares granted, vested and lapsed for directors and other key management personnel as
part of compensation during the years ended 30 June 2019 and 30 June 2018 are set out below:
Name
Grant date
Vesting date
Number of Value of
options
granted
options
granted
$
Value of
options
vested
$
Number of Value of
options
lapsed
$
options
lapsed
Darren Lurie
Darren Lurie
Darren Lurie
Darren Lurie
Philip Currie
Philip Currie
Philip Currie
Philip Currie
Alan Hoffman
Ian Mann
Peter Francis
Ian Griffiths
30-Nov-18
30-Nov-18
30-Nov-18
30-Nov-18
30-Nov-18
30-Nov-18
30-Nov-18
30-Nov-18
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
31-May-19
30-Nov-19
31-May-20
30-Nov-20
31-May-19
30-Nov-19
31-May-20
30-Nov-20
28-Nov-16
28-Nov-16
28-Nov-16
28-Nov-16
2,000,000
2,000,000
2,000,000
2,000,000
1,200,000
1,200,000
1,200,000
1,200,000
-
-
-
-
68,000
72,000
68,000
68,000
40,800
43,200
40,800
40,800
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 1,000,000
- 1,400,000
- 2,250,000
- 2,000,000
-
-
-
-
-
-
-
-
(82,110)
(47,330)
(82,110)
(69,530)
Performance Rights
During the financial year, the Company granted 1,940,000 performance rights to Directors of the Company following receipt
of shareholder approval at the Company's 2018 Annual General Meeting of shareholders.
The terms and conditions of each grant of performance rights affecting remuneration of Directors in this financial year are as
follows:
Name
Darren Lurie
Graeme Mutton
Philip Currie
Number of
performance
rights
1,100,000
180,000
660,000
Grant Date
30/11/2018
30/11/2018
30/11/2018
As at the date of this report all performance rights have vested and are exercisable.
Fair value
per right
at grant date
0.058
0.058
0.058
Name
Grant date
Vesting date
Value of
Number of
performance performance performance
rights vested
rights granted
$
$
rights granted
Value of
Darren Lurie
Graeme Mutton
Philip Currie
30/11/2018
30/11/2018
30/11/2018
01/12/2018
01/12/2018
01/12/2018
1,100,000
180,000
660,000
63,800
10,440
38,280
63,800
10,440
38,280
15
Optiscan Imaging Limited
Directors' report
30 June 2019
Additional information
The earnings of the consolidated entity for the five years to 30 June 2019 are summarised below:
2019
$
2018
$
2017
$
2016
$
2015
$
Revenue
Net profit/(loss) before tax
Net profit/(loss) after tax
1,041,679
(2,344,119)
(2,344,119)
2,185,579
(2,035,328)
(2,035,328)
1,348,964
(2,942,925)
(2,942,925)
313,399
(1,337,056)
(1,337,056)
58,122
(1,395,399)
(1,395,399)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2019
2018
2017
2016
2015
Share price at financial year start ($)
Share price at financial year end ($)
Basic earnings per share (cents per share)
0.06
0.06
(0.54)
0.10
0.06
(0.61)
0.02
0.10
(0.88)
0.05
0.02
(0.61)
0.03
0.05
(0.72)
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key management
personnel of the consolidated entity, including their personally related parties, is set out below:
Ordinary shares
Philip Currie
Graeme Mutton
Balance at
the year
Holdings at
date of
as KMP
Additions
Disposals/
Holdings at
date
as KMP
Balance at
the year
14,687,500
9,997,696
24,685,196
-
-
-
410,000
100,000
510,000
- 15,097,500
- 10,097,696
- 25,195,196
Option holding
The number of options over ordinary shares in the company held during the financial year by each director and other
members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
Options over ordinary shares
Darren Lurie
Philip Currie
Options over ordinary shares
Darren Lurie
Philip Currie
Balance at
the start of
the year
Granted
Exercised
Holdings at
date
of cessation/
of KMP*
Balance at
the end of
the year
8,000,000
-
-
4,800,000
- 12,800,000
-
-
-
8,000,000
-
-
4,800,000
- 12,800,000
Vested and Vested and
exercisable unexercisable
Balance at
the end of
the year
-
-
-
-
-
-
-
-
-
Performance Rights
The number of performance rights in the company held during the financial year by each director and other members of key
management personnel of the consolidated entity, including their personally related parties, is set out below:
16
Optiscan Imaging Limited
Directors' report
30 June 2019
Performance rights
Darren Lurie
Graeme Mutton
Philip Currie
Balance at
the start of
the year
Granted
Balance at
the end of
the year
Exercised
-
-
-
-
1,100,000
180,000
660,000
1,940,000
-
-
-
-
1,100,000
180,000
660,000
1,940,000
All performance rights on issue have vested and are exercisable.
Other transactions with key management personnel and their related parties
During the financial year, each of the Directors provided interest free loans to the Company totalling $200,000. Each of the
loans are proposed to be repaid through the issue of fully paid ordinary shares with an issue price of $0.04 (4 cents) per
share, following receipt of shareholder approval.
Other transactions with key management personnel and their related parties
Information about transactions with key management personnel and their related parties is disclosed in Note 28 Related
party transactions. There were no transactions with non-director key management personnel and their related entities during
the years ended 30 June 2019 and 30 June 2018, with the exception of remuneration-related transactions disclosed in this
remuneration report.
This concludes the remuneration report, which has been audited.
Shares under option
Unissued ordinary shares of Optiscan Imaging Limited under option at the date of this report are as follows:
Grant date
30-Nov-18
30-Nov-18
30-Nov-18
30-Nov-18
Expiry date
31-May-22
30-Nov-22
31-May-23
30-Nov-23
Exercise
price
Number
under option
$0.050
$0.050
$0.065
$0.080
6,400,000
6,400,000
6,400,000
6,400,000
25,600,000
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the
company or of any other body corporate.
Performance Rights
Unissued ordinary shares of Optiscan Imaging Limited subject to performance rights as at the date of this report are as
follows:
Grant date
30-Nov-18
20-Dec-18
Exercise
Number
price
Nil
Nil
1,940,000
660,000
2,600,000
17
Optiscan Imaging Limited
Directors' report
30 June 2019
Shares issued on the exercise of options
There were no ordinary shares of Optiscan Imaging Limited issued on the exercise of options during the year ended 30 June
2019 and up to the date of this report.
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the
company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company
or any related entity.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility
on behalf of the company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor
are outlined in note 25 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 25 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including
reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company,
acting as advocate for the company or jointly sharing economic risks and rewards.
●
Officers of the company who are former partners of Grant Thornton Audit Pty Ltd
There are no officers of the company who are former partners of Grant Thornton Audit Pty Ltd.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this directors' report.
Auditor
Grant Thornton Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
18
Optiscan Imaging Limited
Directors' report
30 June 2019
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Darren Lurie
Executive Chairman
30 August 2019
19
Collins Square, Tower 5
727 Collins Street
Melbourne VIC 3008
Correspondence to:
GPO Box 4736
QVB Post Office
Melbourne VIC 3001
T +61 3 8320 2222
E info.vic@au.gt.com
W www.grantthornton.com.au
Auditor’s Independence Declaration
To the Directors of Optiscan Imaging Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Optiscan
Imaging Limited for the year ended 30 June 2019, I declare that, to the best of my knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
M.A Cunningham
Partner – Audit & Assurance
Melbourne, 30 August 2019
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
Optiscan Imaging Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2019
Revenue
Other income
Expenses
Research & development and intellectual property expenses
Share-based payment expenses
Depreciation expense
Operational expenses
Other expenses
Administration costs
Finance costs
Loss before income tax expense
Income tax expense
Consolidated
Note
2019
$
2018
$
5
6
7
7
7
8
1,041,679
2,185,579
290,258
793,727
(703,784)
(561,247)
(122,055)
(1,105,881)
(23,331)
(1,159,758)
-
(1,974,733)
9,874
(88,640)
(1,250,564)
(35,743)
(1,632,328)
(42,500)
(2,344,119)
(2,035,328)
-
-
Loss after income tax expense for the year attributable to the owners of
Optiscan Imaging Limited
21
(2,344,119)
(2,035,328)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income for the year attributable to the owners of
Optiscan Imaging Limited
Basic earnings per share
Diluted earnings per share
(2,344,119)
(2,035,328)
Cents
Cents
33
33
(0.54)
(0.54)
(0.49)
(0.49)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
21
Optiscan Imaging Limited
Statement of financial position
As at 30 June 2019
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other
Total current assets
Non-current assets
Property, plant and equipment
Other
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Provisions
Total current liabilities
Non-current liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Consolidated
Note
2019
$
2018
$
9
10
11
12
13
14
15
16
17
18
1,752,440
424,373
1,155,208
31,909
3,363,930
1,562,494
1,247,329
885,579
26,690
3,722,092
227,890
52,625
280,515
345,402
62,625
408,027
3,644,445
4,130,119
393,295
200,000
225,130
818,425
649,789
-
265,367
915,156
2,217
2,217
13,538
13,538
820,642
928,694
2,823,803
3,201,425
19
20
21
59,392,382 57,987,132
1,879,934
(56,665,641)
2,209,681
(58,778,260)
2,823,803
3,201,425
The above statement of financial position should be read in conjunction with the accompanying notes
22
Optiscan Imaging Limited
Statement of changes in equity
For the year ended 30 June 2019
Consolidated
Issued
capital
$
Foreign
currency
translation
reserve
$
Share based
Accumulated
payments
reserve
$
losses
$
Total equity
$
Balance at 1 July 2017
53,870,454
(4,435)
2,429,653
(54,630,313)
1,665,359
Loss after income tax expense for the year
Other comprehensive income for the year, net
of tax
Total comprehensive income for the year
Transactions with owners in their capacity as
owners:
Contributions of equity, net of transaction costs
(note 19)
Share-based payments (note 34)
Transaction costs of share issues (Note 19)
Exercise of options (Note 19)
Forfeit of options (Note 34)
-
-
-
3,880,000
-
(298,732)
535,410
-
-
-
-
-
-
-
-
-
-
(2,035,328)
(2,035,328)
-
-
-
-
(2,035,328)
(2,035,328)
-
60,126
-
(535,410)
(70,000)
-
-
-
-
-
3,880,000
60,126
(298,732)
-
(70,000)
Balance at 30 June 2018
57,987,132
(4,435)
1,884,369
(56,665,641)
3,201,425
Consolidated
Issued
capital
$
Foreign
currency
translation
reserve
$
Share based
Accumulated
payments
reserve
$
losses
$
Total equity
$
Balance at 1 July 2018
57,987,132
(4,435)
1,884,369
(56,665,641)
3,201,425
Loss after income tax expense for the year
Other comprehensive income for the year, net
of tax
Total comprehensive income for the year
Transactions with owners in their capacity as
owners:
Contributions of equity, net of transaction costs
(note 19)
Share-based payments (note 34)
Lapse of options (Note 34)
-
-
-
1,405,250
-
-
-
-
-
-
-
-
-
(2,344,119)
(2,344,119)
-
-
-
-
(2,344,119)
(2,344,119)
-
561,247
(231,500)
-
-
231,500
1,405,250
561,247
-
Balance at 30 June 2019
59,392,382
(4,435)
2,214,116
(58,778,260)
2,823,803
The above statement of changes in equity should be read in conjunction with the accompanying notes
23
Optiscan Imaging Limited
Statement of cash flows
For the year ended 30 June 2019
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Receipt of research and development tax incentive
Receipt of other grants
Consolidated
Note
2019
$
2018
$
1,237,865
(3,499,130)
9,793
775,520
55,155
2,069,495
(5,386,179)
11,969
980,923
-
Net cash used in operating activities
32
(1,420,797)
(2,323,792)
Cash flows from investing activities
Payments for property, plant and equipment
Payments for security deposits
Proceeds from release of security deposits
Net cash from/(used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from short term loan
Repayment of short term loan
Share issue transaction costs
Payment of finance costs
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
13
19
(4,507)
-
10,000
(290,523)
(62,625)
-
5,493
(353,148)
1,500,000
200,000
-
(94,750)
-
3,880,000
300,000
(300,000)
(298,732)
(42,500)
1,605,250
3,538,768
189,946
1,562,494
861,828
700,666
Cash and cash equivalents at the end of the financial year
9
1,752,440
1,562,494
The above statement of cash flows should be read in conjunction with the accompanying notes
24
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 1. General information
The consolidated general purpose financial statements of the Group have been prepared in accordance with the
requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the
Australian Accounting Standards Board (AASB). Compliance with Australian Accounting Standards results in full compliance
with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board
(IASB). Optiscan Imaging Limited is a for-profit entity statements prepared on accruals basis under the historical cost
convention except for the revaluation of properties, investments and derivatives.
The financial statements cover Optiscan Imaging Limited as a consolidated entity consisting of Optiscan Imaging Limited
and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars,
rounded to the nearest dollar, which is Optiscan Imaging Limited's functional and presentation currency.
Optiscan Imaging Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered
office and principal place of business is:
16 Miles Street
Mulgrave, Victoria, 3170
A description of the nature of the consolidated entity's operations and its principal activities are included in the directors'
report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 30 August 2019. The
directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial
performance or position of the consolidated entity.
The following Accounting Standards and Interpretations are most relevant to the consolidated entity:
AASB 9 Financial Instruments
The consolidated entity has adopted AASB 9 from 1 July 2018.
Financial assets are measured at amortised cost if it is held within a business model whose objective is to hold assets in
order to collect contractual cash flows which arise on specified dates and that are solely principal and interest. All other
financial assets are classified and measured at fair value through profit or loss unless the consolidated entity makes an
irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading or
contingent consideration recognised in a business combination) in other comprehensive income ('OCI').
Allowances for impairment are recognised using an 'expected credit loss' ('ECL') model. Impairment is measured using a 12-
month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which
case the lifetime ECL method is adopted. For receivables, a simplified approach to measuring expected credit losses using
a lifetime expected loss allowance is available.
For trade receivables and contract assets under AASB 15 the consolidated entity applies a simplified approach of recognising
lifetime expected credit losses as these items do not have a significant financing component. The impairment allowance for
trade receivables was did not require material adjustment at 1 July 2018.
25
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 2. Significant accounting policies (continued)
When adopting AASB 9, the consolidated entity has applied transitional relief and elected not to restate prior periods. There
were no differences arising from the adoption of AASB 9 in relation to classification, measurement, and impairment that
required recognition in opening accumulated losses as at 1 July 2018.
AASB 15 Revenue from Contracts with Customers
The consolidated entity has adopted AASB 15 from 1 July 2018.
Revenue from contracts with customers is recognised to depict the transfer of promised goods or services to customers at
an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
This is based on a contract-based revenue recognition model with a measurement approach that is based on an allocation
of the transaction price. Credit risk is presented separately as an expense rather than adjusted against revenue. Contracts
with customers are presented in the statement of financial position as a contract liability, a contract asset, or a receivable,
depending on the relationship between the entity's performance and the customer's payment.
In applying AASB 15, the consolidated entity has elected to use the modified retrospective method. On applying this standard,
no material adjustments were required to be made to the financial statements.
Going concern
The financial report has been prepared on the going concern basis, which contemplates continuity of normal business
activities and realisation of assets and liabilities in the ordinary course of business. The going concern of the consolidated
entity is dependent upon it maintaining sufficient funds for its operations and commitments.
The working capital position as at 30 June 2019 of the consolidated entity results in an excess of current assets over current
liabilities of $2,545,505 (30 June 2018: $2,806,936). The consolidated entity made a loss after tax of $2,344,119 during the
financial year (2018: $2,035,328) and the net operating cash outflow was $1,420,797 (2018: $2,323,792 net outflow). The
cash balance as at 30 June 2019 was $1,752,440 (30 June 2018: $1,562,494).
In June 2019 the company successfully completed a capital raising of $1,700,000 (including the $200,000 advanced to the
company by directors by way of interest free loan to be converted to ordinary shares upon receipt of shareholder approval
at the next general meeting of shareholders) and has recorded a receivable amount in relation to its R&D tax incentive grant
for FY19 of $230,882.
The directors are of the opinion that the existing cash reserves and forecast sales will provide the consolidated entity with
adequate funds to ensure its continued viability and to operate as a going concern for a period of at least 12 months from
the date of approval of the financial statements. During FY19, the company launched a new website which forms a key part
of the re-branding of its FIVE2 (ViewnVivo) pre-clinical product. The company has increased its profile in Australian
translational and pre-clinical research markets, including collaborating with CSIRO to identify new applications including 3D
tissue cultures and continuing its engagement with Monash University regarding research applications. A number of
Australian, Chinese and North American institutions have submitted or expressed their intention to submit funding
applications for the purchase of FIVE2 (ViewnVivo) systems and while the original expected timing of some of these
purchases has been delayed, the sales process is on-going. The directors continue to monitor the ongoing funding
requirements of the consolidated entity and believe that sufficient funds can be secured if required and are of the opinion
that the financial report has been appropriately prepared on a going concern basis.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate
for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention.
26
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 2. Significant accounting policies (continued)
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the
financial statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the parent entity is disclosed in note 29.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Optiscan Imaging Limited
('company' or 'parent entity') as at 30 June 2019 and the results of all subsidiaries for the year then ended. Optiscan Imaging
Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity' or 'Group'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entit y
when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable
to the parent.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and
non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The
consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained
together with any gain or loss in profit or loss.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same basis
as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation
of resources to operating segments and assessing their performance.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Optiscan Imaging Limited's functional and presentation
currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in
profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting
date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange
rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences
are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
27
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 2. Significant accounting policies (continued)
Revenue recognition
The consolidated entity recognises revenue as follows:
Revenue from contracts with customers
The consolidated entity predominantly derives revenue from the sale of goods and services to customers on normal credit
terms. The performance obligations of these contracts are the delivery of the product or service, as the case may be, at
which point revenue from the sale of goods or services is recognised. Provision of services is carried on an individual contract
basis and relevant revenue is recognised at the point in time as and when the completed service is delivered. At this time,
the consolidated entity does not provide ongoing services to customers over a period of time. Sales contracts do not contain
provisions for sales returns, rebates, discounts or any ongoing service or performance obligation and the total transaction
price does not contain any variable consideration in relation to such items.
The Group's future obligations to transfer goods or services to a customer for which the Group has received consideration
from the customer is recognised as a contract liability, and reports these amounts as such in its statement of financial position,
until such time as the performance obligations are satisfied. If the Group satisfies a performance obligation before it receives
the consideration, the Group recognises either a contract asset or a receivable in its statement of financial position, depending
on whether something other than the passage of time is required before the consideration is due.
Policies applicable to comparative periods (30 June 2018):
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is
generally at the time of delivery.
Royalty revenue
Royalty revenue is recognised on an accrual basis in accordance with the substance of the relevant licensing agreement.
Milestone revenue
Milestone revenue is recognised upon confirmation by the customer of successful completion of the relevant milestone per
any underlying agreement.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the
net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Government grants
When the grant relates to an expense item, it is recognised as income over the periods necessary to match the grant on a
systematic basis to the costs that it is intended to compensate. Where expenditure has been incurred that gives rise to an
entitlement under a grant agreement, the grant income is accrued. Revenue is recognised only to the extent that there is
reasonable assurance that the grant will be received and conditions attached will be complied with.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
28
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 2. Significant accounting policies (continued)
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
●
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor
taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the
timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable
future.
●
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable
that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within
12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used
to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle;
it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities
are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30
days.
The consolidated entity makes use of a simplified approach in accounting for trade and other receivables and records any
required loss allowance at the amount equal to the expected lifetime credit losses. In using this practical expedient, the
consolidated entity uses its historical experience, external indicators and forward-looking information to calculate the
expected credit losses using a provision matrix.
29
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 2. Significant accounting policies (continued)
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Policies applicable to comparative periods (30 June 2018):
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any provision for impairment. Trade receivables are generally due for settlement within 30 days.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written
off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when there is objective
evidence that the consolidated entity will not be able to collect all amounts due according to the original terms of the
receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial
reorganisation and default or delinquency in payments (more than 60 days overdue) are considered indicators that the trade
receivable may be impaired. The amount of the impairment allowance is the difference between the asset's carrying amount
and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to
short-term receivables are not discounted if the effect of discounting is immaterial.
Other receivables are recognised at amortised cost, less any provision for impairment.
Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a 'first in first
out' basis. Cost comprises direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate
proportion of variable and fixed overhead expenditure based on normal operating capacity, and, where applicable, transfers
from cash flow hedging reserves in equity. Costs of purchased inventory are determined after deducting rebates and
discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. The depreciation rates applied
to the main classes of plant and equipment are:
Office furniture & equipment
Production equipment
R&D equipment
20% - 40%
20%
30% - 40%
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and
requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets
and the arrangement conveys a right to use the asset.
A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the
risks and benefits incidental to the ownership of leased assets, and operating leases, under which the lessor effectively
retains substantially all such risks and benefits.
Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower,
the present value of minimum lease payments. Lease payments are allocated between the principal component of the lease
liability and the finance costs, so as to achieve a constant rate of interest on the remaining balance of the liability.
30
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 2. Significant accounting policies (continued)
Leased assets acquired under a finance lease are depreciated over the asset's useful life or over the shorter of the asset's
useful life and the lease term if there is no reasonable certainty that the consolidated entity will obtain ownership at the end
of the lease term.
Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight-line basis
over the term of the lease.
Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial
year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The
amounts are unsecured and are usually paid within 30 days of recognition.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They
are subsequently measured at amortised cost using the effective interest method.
Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the
loans or borrowings are classified as non-current.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in
the period in which they are incurred.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be
settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities
are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market yields at
the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Share-based payments
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the
rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash
is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using
either the Barrier Pricing or Black-Scholes option pricing model that takes into account the exercise price, the term of the
option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected
dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not
determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account
is taken of any other vesting conditions.
31
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 2. Significant accounting policies (continued)
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting
period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate
of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit
or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous
periods.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions
are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are
satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An
additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value
of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is
treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied
during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the
award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award
is treated as if they were a modification.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair
value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the principal
market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming
they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and
best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Performance Shares are booked in the reserve and reallocated to issued capital upon vesting.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Optiscan Imaging Limited, excluding
any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted
average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
32
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 2. Significant accounting policies (continued)
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of
the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2019. The consolidated
entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the
consolidated entity, are set out below.
AASB 16 Leases
AASB 16 sets out a comprehensive model for the identification of lease arrangements and their treatment in the financial
statements of both lessees and lessors. AASB 16 applies a control model for the identification of leases, distinguishing
between leases and service contracts on the basis of whether there is an identified asset controlled by the customer. The
standard requires lessees to account for leases under an on-balance sheet model with the distinction between operating and
finance leases being removed. Lessors continue to classify leases and account for them as operating or finance leases
The consolidated entity will adopt this standard from its application date of 1 July 2019. The consolidated entity is in the
process of reviewing the impact on the financial results for future periods. For further information in relation to current lease
commitments, refer to Note 27.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal
the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below.
Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined by using either the Barrier Pricing or
Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting
estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts
of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Refer Note 34.
Provision for impairment of receivables
Collectability of Trade Receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written
off by reducing the carrying amount directly. A provision for impairment is established when there is objective evidence that
the Company will not be able to collect all amounts due according to the original terms of the receivables.
33
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 3. Critical accounting judgements, estimates and assumptions (continued)
Capitalisation of labour costs into inventory
The carrying value of inventories includes an allocation of capitalised labour costs relevant to the production of those
inventories. In determining the amount of labour to be capitalised, management makes assumptions regarding the nature
and quantum of the activities undertaken by personnel involved in the production and assembly of inventory.
Provision for impairment of inventories
The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the
provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that
affect inventory obsolescence.
Employee benefits provision
As discussed in note 2, the liability for employee benefits expected to be settled more than 12 months from the reporting
date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all
employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases
through promotion and inflation have been taken into account.
Note 4. Operating segments
Identification of reportable operating segments
The Group operated predominately in the confocal microscope industry. The Group's sales comprise sales of goods within
that segment. AASB 8 requires operating segments to be identified on the basis of internal reports about the components of
the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment
and to assess its performance. The board reviews the Group as a whole in the business segment of confocal microscopes
within Australia. The majority of sales revenues are attributed to Germany, being 94.1% (2018: 88.2%), and other overseas
markets 5.9% (2018: 11.8%). There was one customer that contributed revenues greater than 10%, which amounted to
$980,636 during the financial year. In the year ended 30 June 2018 there were 2 customers that contributed revenues greater
than 10%.
All non-current assets are located in Australia.
Note 5. Revenue
Revenue
Consolidated
2019
$
2018
$
1,041,679
2,185,579
34
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 5. Revenue (continued)
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Major product lines
Sale of goods (goods transferred at a point in time)
Services provided (services transferred at a point in time)
Geographical regions
Germany
China
Other (Australia and United States)
Note 6. Other income
Government grants - R&D tax incentive
Government grants - other
Interest revenue
Other income
Consolidated
2019
$
2018
$
142,928
898,751
2,185,579
-
1,041,679
2,185,579
980,635
2,070
58,974
1,928,493
257,086
-
1,041,679
2,185,579
Consolidated
2019
$
2018
$
230,882
49,583
9,793
781,758
-
11,969
290,258
793,727
35
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 7. Expenses
Loss before income tax includes the following specific expenses:
Depreciation
Plant and equipment
Finance costs
Interest and finance charges paid/payable
Rental expense relating to operating leases
Minimum lease payments
Superannuation expense
Defined contribution superannuation expense
Share-based payments expense
Share-based payments expense (Note 34)
Employee benefits expense excluding superannuation
Employee benefits expense excluding superannuation
Note 8. Income tax expense
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
Tax at the statutory tax rate of 27.5% (2018: 27.5%)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Share-based payments
Non assessable gains
R&D Tax Incentive deductions foregone for tax offset
Expenditure not allowable for income tax purposes
Deferred tax assets recognised/(not recognised)
Income tax expense
Deferred tax assets not recognised
Deferred tax assets not recognised comprises temporary differences attributable to:
Undeducted patent costs
Employee benefit & warranty provisions
Expenses not yet deductible
Tax losses available
Total deferred tax assets not recognised
Consolidated
2019
$
2018
$
122,055
88,640
-
42,500
150,838
151,107
125,630
158,564
561,247
(9,874)
1,702,266
2,022,787
Consolidated
2019
$
2018
$
(2,344,119)
(2,035,328)
(644,633)
(559,715)
154,343
(61,960)
144,253
941
407,056
(2,715)
(214,983)
494,215
6,485
276,713
-
-
-
(14,418)
(27,174)
241,319
76,699
43,266
14,052,028 13,242,095
14,010,436 13,603,379
The above potential tax benefit, which excludes tax losses, for deductible temporary differences has not been recognised in
the statement of financial position as the recovery of this benefit is uncertain.
36
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 9. Current assets - cash and cash equivalents
Cash on hand
Note 10. Current assets - trade and other receivables
Trade receivables
R&D Tax incentive grant receivable
GST refund receivable
Note 11. Current assets - inventories
As stated at the lower of cost or net realisable value:
Raw materials and work in progress
Finished goods
Cost of sales reflects the value of inventory sold in the period.
No inventory items were impaired at 30 June 2019 (2018: Nil).
Note 12. Current assets - other
Prepayments
37
Consolidated
2019
$
2018
$
1,752,440
1,562,494
Consolidated
2019
$
2018
$
150,347
346,533
230,882
43,144
274,026
781,092
119,704
900,796
424,373
1,247,329
Consolidated
2019
$
2018
$
777,286
377,922
507,363
378,216
1,155,208
885,579
Consolidated
2019
$
2018
$
31,909
26,690
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 13. Non-current assets - property, plant and equipment
Plant and equipment - at cost
Less: Accumulated depreciation
Production equipment - at cost
Less: Accumulated depreciation
R&D Equipment - at cost
Less: Accumulated depreciation
Consolidated
2019
$
2018
$
1,158,042
(932,207)
225,835
1,153,535
(810,152)
343,383
260,537
(258,482)
2,055
260,537
(258,518)
2,019
364,905
(364,905)
-
364,905
(364,905)
-
227,890
345,402
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 July 2017
Additions
Transfers to inventory
Depreciation expense
Balance at 30 June 2018
Additions
Depreciation expense
Balance at 30 June 2019
Note 14. Non-current assets - other
Security deposits
Plant and
equipment equipment
Production
$
$
Total
$
159,120
288,470
(15,601)
(88,606)
343,383
4,507
(122,055)
-
2,053
-
(34)
2,019
36
-
159,120
290,523
(15,601)
(88,640)
345,402
4,543
(122,055)
225,835
2,055
227,890
Consolidated
2019
$
2018
$
52,625
62,625
38
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 15. Current liabilities - trade and other payables
Trade payables
Accrued expenses
Other creditors
Refer to note 23 for further information on financial instruments.
Note 16. Current liabilities - borrowings
Loans from Directors
Refer to note 23 for further information on financial instruments.
Consolidated
2019
$
2018
$
224,375
72,835
96,085
326,748
109,172
213,869
393,295
649,789
Consolidated
2019
$
2018
$
200,000
-
As announced on 14 June 2019, the Company received binding commitments for a capital raising of $1,700,000. Included
in this amount was applications for shares from Directors of the Company amounting to $200,000. Given the Directors are
required to seek shareholder approval for the issue of any shares to them or their nominees, the Directors elected to loan
the Company their applications funds through a non-interest bearing loan. In the event that non associated shareholders do
not approve the issue of shares to Directors, the loans will become repayable.
Note 17. Current liabilities - provisions
Annual leave
Long service leave
Note 18. Non-current liabilities - provisions
Long service leave
39
Consolidated
2019
$
2018
$
45,499
179,631
94,680
170,687
225,130
265,367
Consolidated
2019
$
2018
$
2,217
13,538
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 19. Equity - issued capital
Consolidated
2019
Shares
2018
Shares
2019
$
2018
$
Ordinary shares - fully paid
470,178,800 432,678,800 59,392,382 57,987,132
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
Shares issued on exercise of options
Issue of Share Purchase Plan shares
Issue of Placement shares to professional investors
Shares issued on exercise of options
Shares issued on exercise of options
Shares issued on exercise of options
Shares issued on exercise of options
Shares issued on exercise of options
Shares issued on exercise of options
Shares issued on exercise of options
Shares issued on exercise of options
Transfer from share based payments reserve on
exercise of options
Transaction costs of share issue
1 July 2017
10 August 2017
4 October 2017
4 October 2017
18 October 2017
24 October 2017
24 October 2017
24 November 2017
29 January 2018
29 January 2018
7 June 2018
28 June 2018
Various
376,078,800
1,000,000
31,250,000
12,500,000
1,300,000
2,500,000
850,000
500,000
3,700,000
1,500,000
760,000
740,000
53,870,454
25,000
2,500,000
1,000,000
32,500
62,500
42,500
12,500
92,500
75,000
19,000
18,500
$0.025
$0.08
$0.08
$0.025
$0.025
$0.05
$0.025
$0.025
$0.05
$0.025
$0.025
-
-
-
-
535,410
(298,732)
Balance
Placement
Transaction costs of share issue
30 June 2018
20 June 2019
432,678,800
37,500,000
-
57,987,132
1,500,000
(94,750)
$0.04
-
Balance
30 June 2019
470,178,800
59,392,382
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion
to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company
does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that
it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to
reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
40
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 19. Equity - issued capital (continued)
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as
value adding relative to the current company's share price at the time of the investment. The consolidated entity is not actively
pursuing additional investments in the short term as it continues to integrate and grow its existing operations in order to
maximise synergies.
The capital risk management policy remains unchanged from the 30 June 2018 Annual Report.
Note 20. Equity - reserves
Foreign currency reserve
Share-based payments reserve
Consolidated
2019
$
2018
$
(4,435)
2,214,116
(4,435)
1,884,369
2,209,681
1,879,934
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign
operations.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their
remuneration, and other parties as part of their compensation for services.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2017
Share based payments expense
Transfer from share based payments reserve on exercise of options
Forfeiture of options
Balance at 30 June 2018
Share based payments expense
Lapse of options
Balance at 30 June 2019
Foreign
currency
transaction
reserve
$
Share based
payments
reserve
$
Total
$
(4,435)
-
-
-
(4,435)
-
-
2,429,653
60,126
(535,410)
(70,000)
2,425,218
60,126
(535,410)
(70,000)
1,884,369
561,247
(231,500)
1,879,934
561,247
(231,500)
(4,435)
2,214,116
2,209,681
41
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 21. Equity - accumulated losses
Accumulated losses at the beginning of the financial year - restated
Adjustment of lapse of options
Loss after income tax expense for the year
Accumulated losses at the end of the financial year
Consolidated
2019
$
2018
$
(56,665,641)
231,500
(2,344,119)
(54,630,313)
-
(2,035,328)
(58,778,260)
(56,665,641)
Note 22. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 23. Financial instruments
Financial risk management objectives
The Group's principal financial instruments comprise receivables, payables, cash and short-term deposits, loans and, from
time to time, convertible notes and derivatives.
In the context of the Group’s overall risk profile, financial instruments do not represent the most significant exposure.
Commercial risk associated with our business partnerships, technology risk around future development and market risk
relating to adoption of the technology will have considerably more impact on our risk profile than the risks relating to financial
instruments.
The Group monitors its exposure to key financial risks, principally currency and liquidity risk, with the objective of achieving
the Group's financial targets whilst protecting future financial security.
The Group enters into derivative transactions from time to time, mainly forward currency contracts. The purpose is to manage
the currency risks arising from the Group's operations. These derivatives provide economic hedges, but do not qualify for
hedge accounting and are based on limits set by the Board. It is, and has been throughout the period under review, the
Group’s policy that no trading in financial instruments shall be undertaken.
The main risks arising from the Group's financial instruments are foreign currency risk, liquidity risk, interest rate risk and
credit risk. The Group uses different methods to measure and manage different types of risks to which it is exposed. These
include monitoring levels of exposure to interest rate and foreign exchange risk and assessments of market forecasts for
interest and foreign exchange rates. Liquidity risk is monitored through the development of future rolling cash flow forecasts
and regular internal reporting. There is a lesser degree of risk management in relation to interest rate risk and credit risk, as
these are considered to have less capacity to materially impact the Group’s financial position at the present time.
The Board reviews and agrees policies for managing each of these risks as summarised below. Primary responsibility for
identification and control of financial risks rests with the Board. It reviews and agrees policies for managing each of the risks,
including the use of derivatives, hedging cover of foreign currency, credit allowances, and future cash flow forecast
projections.
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset,
financial liability and equity instrument are disclosed in note 2 to the financial statements.
Market risk
Foreign currency risk
As nearly all of the Group’s sales revenue and accounts receivable, as well as some expenses and inventory purchases, are
denominated in United States Dollars and Euro, the Group's statement of financial position can be affected by significant
movements in these exchange rates. At 30 June 2019, there were no economic hedges in place in respect of net foreign
currency exposures, as there were no bank facilities in place.
42
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 23. Financial instruments (continued)
At 30 June 2019, had the Australian Dollar moved by the same amount illustrated in the table below, with all other variables
held constant, post tax loss and equity would have been affected as follows:
Consolidated - 2019
% change
profit before
tax
Effect on
equity
% change
profit before
tax
Effect on
equity
AUD strengthened
Effect on
AUD weakened
Effect on
Trade debtors
10%
(15,035)
(15,035)
10%
15,035
15,035
Price risk
The consolidated entity is not exposed to any significant price risk.
Interest rate risk
The Group's exposure to market interest rates relates primarily to the Group's cash and cash equivalents. The impact of
movements in interest rates is not material in the context of the Group’s operations or trading results.
Credit risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents and trade and other
receivables. The Group's exposure to credit risk arises from potential default of the counter party, with a maximum exposure
equal to the carrying amount of these instruments. Exposure at balance date is addressed in each applicable note. The
Group does not hold any credit derivatives to offset its credit exposure. The Group trades only with recognised, creditworthy
third parties, and as such collateral is not requested nor is it the Group's policy to securitise its trade and other receivables.
It is the Group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures
including an assessment of their independent credit rating, financial position, past experience and industry reputation. Risk
limits are set for each individual customer, and are regularly monitored. In addition, receivable balances are monitored on an
ongoing basis with the result that the Group's exposure to bad debts is not significant. With respect to credit risk arising from
the other financial assets of the Group, which comprise cash and cash equivalents, the Group’s exposure to credit risk arises
from the possibility of default of the counter party. This is considered unlikely as the Group places cash and cash equivalents
only with recognised Australian trading banks.
The consolidated entity has adopted a lifetime expected loss allowance in estimating expected credit losses to trade
receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are
considered representative across all customers of the consolidated entity based on recent sales experience, historical
collection rates and forward-looking information that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include
the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual
payments for a period greater than 1 year.
Liquidity risk
The Group's objective is to maintain adequate funding of its activities. Capital management is a process of monitoring cash
reserves and forecast cash requirements, and there are no externally imposed capital requirements.
The contractual maturities of the Group's and parent entity's financial assets and liabilities set out in the table are equivalent
to the maturity analysis of financial assets and liability based on management's expectation. The amounts disclosed in the
financial statements reflect the expected maturity of assets and liabilities.
Trade payables and other financial liabilities mainly originate from investments in working capital, principally inventories.
These liabilities and relevant assets are considered in the Group's overall liquidity risk, which is monitored through review of
forecasts of liquidity reserves on the basis of expected cash flow.
The Group’s activities are funded from its cash reserves.
Fair value of financial assets and liabilities
The methods for estimating fair value are outlined in the relevant notes to the financial statements, and unless specifically
stated, carrying value approximates fair value for all financial instruments.
43
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 23. Financial instruments (continued)
The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation transaction. Management has assessed that
the fair value of cash and short term deposits, trade receivables, and trade payables approximate their carrying amount due
to the short term nature of the instruments.
Remaining contractual maturities
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The
tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which
the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining
contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
Consolidated - 2019
Non-derivatives
Non-interest bearing
Trade payables
Accruals
Other payables
Total non-derivatives
Consolidated - 2018
Non-derivatives
Non-interest bearing
Trade payables
Accruals
Other payables
Total non-derivatives
Weighted
average
interest rate
%
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Remaining
contractual
maturities
$
-
-
-
224,375
72,835
96,085
393,295
-
-
-
-
-
-
-
-
-
-
-
-
224,375
72,835
96,085
393,295
Weighted
average
interest rate
%
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Remaining
contractual
maturities
$
-
-
-
326,748
109,172
213,869
649,789
-
-
-
-
-
-
-
-
-
-
-
-
326,748
109,172
213,869
649,789
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
Note 24. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated entity
is set out below:
Short-term employee benefits
Post-employment benefits
Long-term benefits
Termination benefits
Share-based payments
44
Consolidated
2019
$
2018
$
347,304
32,993
-
-
362,415
588,906
47,000
1,080
257,280
(9,874)
742,712
884,392
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 25. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Grant Thornton Audit Pty Ltd, the
auditor of the company, and its network firms:
Audit services - Grant Thornton Audit Pty Ltd
Audit or review of the financial statements
Other services - Grant Thornton Audit Pty Ltd
R&D tax services
Audit services - Ernst & Young
Audit or review of the financial statements
Other services - Ernst & Young
R&D tax services
Consolidated
2019
$
2018
$
55,000
10,000
65,000
-
-
-
-
92,000
-
-
12,500
104,500
Note 26. Contingent liabilities
The group has contingent liabilities in relation to bank guarantees on issue at balance date amounting to $52,625 (2018:
$62,625).
Note 27. Commitments
At 30 June 2019 there were no material capital commitments outstanding (2018: Nil).
Lease commitments - operating
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
Consolidated
2019
$
2018
$
165,076
147,518
160,268
312,594
312,594
472,862
Operating lease commitments includes contracted amounts for offices and plant and equipment under non-cancellable
operating leases expiring within 3 years with an option to extend. The lease has an escalation clause. On renewal, the terms
of the lease are expected to be renegotiated.
Note 28. Related party transactions
Parent entity
Optiscan Imaging Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 30.
45
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 28. Related party transactions (continued)
Key management personnel
Disclosures relating to key management personnel are set out in note 24 and the remuneration report included in the
directors' report.
Transactions with Subsidiaries
Inter-company transactions during the financial year between the parent entity, Optiscan Imaging Limited and subsidiary,
Optiscan Pty Ltd amounted to $1,438,513 (2018: $2,249,626). Outstanding balances at year-end are unsecured, interest
free and settlement occurs in cash. The balances are classified current by the parent entity.
Transactions with Directors
There were no transactions with related parties of Directors during the financial year.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related entities at the current and previous reporting period.
Loans to/from related parties
During the financial year the Company was granted loans from Directors, or their related entities, amounting to $200,000.
These loans were provided on an interest free basis. Refer to Note 16 for further information.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at commercial rates.
Note 29. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Share-based payments reserve
Accumulated losses
Total equity
46
2019
$
2018
$
(2,098,123)
(2,035,328)
(553,122)
(2,035,328)
2019
$
2018
$
1,660,544
1,460681
3,063,309
3,201,425
(200,000)
(200,000)
-
-
59,392,382 57,987,132
1,954,369
(56,670,076)
2,239,129
(58,768,199)
2,863,312
3,201,425
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 29. Parent entity information (continued)
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2019 and 30 June 2018.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2019 and 30 June 2018.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2019 and 30 June 2018.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2, except
for the following:
●
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
indicator of an impairment of the investment.
Note 30. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 2:
Name
Optiscan Pty Ltd
Optiscan Inc*
Principal place of business /
Country of incorporation
Australia
United States
Ownership interest
2018
2019
%
%
100.00%
-
100.00%
100.00%
*
This entity was deregistered during the financial year.
Note 31. Events after the reporting period
The following matters or circumstances have arisen since 30 June 2019 that have significantly affected, or may significantly
affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future
financial years:
●
●
approval from the Institutional Review Board of Memorial Sloan Kettering Cancer Centre (MSKCC) and the United
States Food and Drug Administration (FDA) for the use of an Optiscan system in an oral cancer human clinical trial. An
Optiscan system has been sent to MSKCC for use in this clinical trial;
receipt of independent third party validation of the re-sterilisability of the sheath developed and manufactured by
Optiscan during FY19. The testing has confirmed the re-sterilisability of the sheath for up to 10 cycles in an autoclave
machine.
No other matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
47
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 32. Reconciliation of loss after income tax to net cash used in operating activities
Loss after income tax expense for the year
(2,344,119)
(2,035,328)
Consolidated
2019
$
2018
$
Adjustments for:
Depreciation and amortisation
Share-based payments
Finance costs classified as financing cash outflow
Change in operating assets and liabilities:
Decrease in trade and other receivables
Increase in inventories
Increase in prepayments
Decrease in trade and other payables
Increase/(decrease) in other provisions
Net cash used in operating activities
Note 33. Earnings per share
122,055
561,247
-
88,640
(9,874)
42,500
822,921
(269,629)
(5,219)
(256,495)
(51,558)
38,615
(374,068)
(1,612)
(121,890)
49,225
(1,420,797)
(2,323,792)
Consolidated
2019
$
2018
$
Loss after income tax attributable to the owners of Optiscan Imaging Limited
(2,344,119)
(2,035,328)
Weighted average number of ordinary shares used in calculating basic earnings per share
433,706,197 414,919,238
Weighted average number of ordinary shares used in calculating diluted earnings per share 433,706,197 414,919,238
Number
Number
Basic earnings per share
Diluted earnings per share
Note 34. Share-based payments
Employee Share-Based Payment Plans
Cents
Cents
(0.54)
(0.54)
(0.49)
(0.49)
The Company provides benefits to nominated employees and non-executive directors in the form of share-based payment
transactions, whereby employees and non-executive directors render services in exchange for shares or rights over shares.
At the company’s Annual General Meeting held on 30 November 2018, shareholders approved grants of options to directors
Mr Darren Lurie and Dr Philip Currie. Mr Lurie was issued 8,000,000 options in 4 tranches with exercise prices ranging from
$0.05 (5 cents) to $0.08 (8 cents) and with varying expiry dates through to 30 November 2023. Each tranche will vest upon
the Company's share price reaching specified levels after a specified date, provided that Mr Lurie remains continuously
employed by the Company until vesting date. Dr Currie was issued 4,800,000 options in 4 tranches, with each tranche having
the same respective share price and service conditions as the options issued to Mr Lurie. These options were issued during
December 2018.
48
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 34. Share-based payments (continued)
A further 12,800,000 options were issued to other employees and consultants (Staff) of the Company during December 2018.
These options were issued in 4 tranches, with the same respective share price and service conditions as the options issued
to directors, as described above.
Set out below are summaries of options granted under the plan:
2019
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Exercised
28/11/2016
28/11/2016
28/11/2016
30/11/2018
30/11/2018
30/11/2018
30/11/2018
20/12/2018
20/12/2018
20/12/2018
20/12/2201
28/11/2019
28/11/2019
28/11/2019
30/11/2022
31/05/2022
30/11/2023
31/05/2023
31/05/2022
30/11/2022
31/05/2023
30/11/2023
-
-
-
$0.05
$0.05
$0.08
$0.065
$0.05
$0.05
$0.065
$0.08
2,150,000
4,000,000
500,000
-
-
-
-
-
-
-
-
-
-
-
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
6,650,000 25,600,000
Weighted average exercise price
$0.063
$0.061
Expired/
forfeited/
other
Balance at
the end of
the year
(2,150,000)
(4,000,000)
(500,000)
-
-
-
-
-
-
-
-
-
-
-
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
(6,650,000) 25,600,000
$0.063
$0.061
-
-
-
-
-
-
-
-
-
-
-
-
-
The weighted average remaining contractual life of options outstanding at the end of the financial year was 3.67 years (2018:
1.4 years).
2018
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
28/11/2016
28/11/2016
28/11/2016
28/11/2016
28/11/2016
28/11/2016
28/11/2016
28/11/2016
30/06/2018
28/11/2019
28/11/2019
28/05/2020
28/11/2020
28/05/2021
28/11/2021
28/11/2019
$0.025
$0.05
$0.075
$0.025
$0.05
$0.05
$0.05
$0.025
5,000,000
3,000,000
4,000,000
1,500,000
1,500,000
1,500,000
1,500,000
4,500,000
22,500,000
Weighted average exercise price
$0.042
Set out below are the options exercisable at the end of the financial year:
-
-
-
-
-
-
-
-
-
-
(5,000,000)
(850,000)
-
(1,500,000)
(1,500,000)
-
-
(4,000,000)
(12,850,000)
-
-
-
-
-
(1,500,000)
(1,500,000)
-
(3,000,000)
-
2,150,000
4,000,000
-
-
-
-
500,000
6,650,000
$0.029
$0.050
$0.063
Grant date
Expiry date
28/11/2016
28/11/2016
28/11/2016
28/11/2019
28/11/2019
28/11/2019
The weighted average share price during the financial year was $0.0523.
49
2019
2018
Number
Number
-
-
-
-
2,150,000
4,000,000
500,000
6,650,000
Optiscan Imaging Limited
Notes to the financial statements
30 June 2019
Note 34. Share-based payments (continued)
The options granted during the current financial year were valued using a Barrier Pricing Model, with the barriers being the
hurdle share prices for the respective tranches. The valuation model inputs used to determine the fair value at the grant date
are as follows:
Grant date
Expiry date
30/11/2018
30/11/2018
30/11/2018
30/11/2018
20/12/2018
20/12/2018
20/12/2018
20/12/2018
31/05/2022
30/11/2022
31/05/2023
30/11/2023
31/05/2022
30/11/2022
31/05/2023
30/11/2023
Share price Exercise
at grant date
price
Expected
volatility
Dividend
Risk-free
Fair value
yield
interest rate at grant date
$0.058
$0.058
$0.058
$0.058
$0.045
$0.045
$0.045
$0.045
$0.05
$0.05
$0.065
$0.08
$0.05
$0.05
$0.065
$0.08
79.00%
79.00%
79.00%
79.00%
79.00%
79.00%
79.00%
79.00%
-
-
-
-
-
-
-
-
2.08%
2.17%
2.17%
2.17%
2.08%
2.17%
2.17%
2.17%
$0.034
$0.036
$0.034
$0.034
$0.024
$0.025
$0.024
$0.024
At the company’s Annual General Meeting held on 30 November 2018, shareholders approved grants of performance rights
to directors Mr Darren Lurie (1,100,000 rights), Dr Philip Currie (660,000 rights) and Mr Graeme Mutton (180,000 rights).
These performance rights vested upon issue. There is no consideration payable to convert the rights to shares.
A further 660,000 performance rights were issued to Staff of the Company during December 2018. These performance rights
have the same conditions as the performance rights issued to directors, as described above.
Set out below are summaries of performance rights granted under the plan:
Grant Date
Exercise price Balance at
Granted
Exercised
Expired/
start of
financial
year
forfeited/
other
Balance at
end of
financial
year
30/11/2018
20/12/2018
-
-
-
-
1,940,000
660,000
-
-
-
-
1,940,000
660,000
For the performance rights granted during the current financial half-year, the valuation model inputs used to determine the
fair value at the grant date, are as follows:
Grant date
Expiry date Share price Exercise Expected Dividend Risk-free Fair value
at grant
date
price
volatility
%
yield
%
interest rate
%
date
at grant
30/11/2018
20/12/2018
-
-
0.058
0.045
-
-
-
-
-
-
-
-
0.058
0.045
50
Optiscan Imaging Limited
Directors' declaration
30 June 2019
In the directors' opinion:
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at
30 June 2019 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due
and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Darren Lurie
Executive Chairman
30 August 2019
51
Collins Square, Tower 5
727 Collins Street
Melbourne VIC 3008
Correspondence to:
GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
F +61 3 8320 2200
E info.vic@au.gt.com
W www.grantthornton.com.au
Independent Auditor’s Report
To the Members of Optiscan Imaging Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Optiscan Imaging Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2019, the consolidated statement of profit or loss
and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows
for the year then ended, and notes to the consolidated 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:
a giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its performance for the year
ended on that date; and
b 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.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
Key audit matter
Going Concern - Note 2
The Group is currently in its research and development phase
and as such it has significant recurring losses and negative
cash flows from operating activities. As a result, the Group is
reliant on having sufficient cash reserves to fund its future
operations.
For the year ended 30 June 2019, the Group has recorded a
loss after income tax of $2.3 million and a net cash outflow
from operations of $1.4 million. As at 30 June 2019 the Group
had cash reserves of $1.8 million as disclosed in Note 9.
Notwithstanding the above, the Group has prepared the
financial report on the going concern basis which assumes
continuity of normal operations into the foreseeable future.
In determining the appropriateness of the preparation of the
financial report on a going concern basis, the Directors’ have
made a number of judgments, including the timing and
quantification of revenue and expenditure cash inflows and
outflows.
Our assessment of the Director’s conclusion that the Group is
a going concern is a key audit matter given the significant
judgement involved in estimating future cash flows of the
Group.
R&D Tax Incentive – Note 10
The Group receives a 43.5% refundable tax offset of eligible
expenditure under the Research and Development (R&D) Tax
Incentive scheme if its turnover is less than $20 million per
annum, provided it is not controlled by income tax exempt
entities.
An R&D plan is filed with AusIndustry in the following financial
year, and based on this filing, the Group receives the incentive
in cash. Management performed a detailed review of the
Company’s total research and development expenditure to
determine the potential claim under the R&D tax incentive
legislation. For the year ending 30 June 2019 the R&D amount
being claimed is $230,882.
This area is a key audit matter due to the degree of judgement
and interpretation of the R&D tax legislation required by
management to assess the eligibility of the R&D expenditure
under the scheme.
How our audit addressed the key audit matter
Our procedures included, amongst others:
Obtaining the Group’s going concern assessment and
supporting cashflow forecasts, noting that these had been
approved by the Board of Directors;
Clerically checking the model for arithmetic accuracy;
Assessing key assumptions against evidence and
considering the historical reliability of the Group’s cashflow
forecasting process;
Enquiring of key management personnel as to the pipeline of
customer orders and current discussions with key
prospective customers;
Obtaining support for enforceable arrangements with
commercial partners in order to evaluate the revenue
expectations made by the Group;
Enquiring as to the cost deferral/reduction opportunities and
other options available to the Group should there be delays
in the achievement of these anticipated commercial sales;
and
Assessing the adequacy of the financial statement
disclosures made in the financial report.
Our procedures included, amongst others:
Obtaining the FY19 R&D rebate calculations prepared by
management’s expert and performed the following audit
procedures:
-
-
-
-
verifying that management’s expert is qualified to
perform the calculation;
developing an understanding of the model, identifying
and assessing the key assumptions in the calculation;
reviewing included expenses for reasonableness; and
testing the mathematical accuracy of the accrual.
Comparing the estimates made in previous years to the
amount of cash actually received after lodgement of the R&D
tax claim;
Comparing the nature of the R&D expenditure included in the
current year estimate to the prior year estimate;
Considering the nature of the expenses against the eligibility
criteria of the R&D tax incentive scheme to form a view about
whether the expenses included in the estimate were likely to
meet the eligibility criteria;
Assessing the eligible expenditure used to calculate the
estimate to the expenditure recorded in the general ledger;
Inspecting copies of relevant correspondence with
AusIndustry and the ATO related to the claims;
Engaging with our R&D specialist to review the
reasonableness of the calculation; and
Assessing the adequacy of financial statement disclosures.
Information other than the financial report and auditor’s report thereon
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 2019, but does not include the financial report and our auditor’s report
thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors
determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material
misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability 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 have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing
Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance
Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our
auditor’s report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 8 to 17 of the Directors’ report for the year ended 30 June
2019.
In our opinion, the Remuneration Report of Optiscan Imaging Limited, for the year ended 30 June 2019 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.
Grant Thornton Audit Pty Ltd
Chartered Accountants
M A Cunningham
Partner – Audit & Assurance
Melbourne, 30 August 2019
Optiscan Imaging Limited
Shareholder information
30 June 2019
The shareholder information set out below was applicable as at 26 July 2019.
Corporate Governance Statement
Refer to the Company's Corporate Governance statement at: www.optiscan.com/investors/corporate-governance/.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Number
of holders
of ordinary
shares
748
975
367
860
473
3,423
2,121
Peters Investment Pty Ltd
Ibsen Pty Ltd (Narula Family Set No.3 A/C)
Harech Pty Ltd (Porter Super Fund A/C)
Mr Chris Graham + Mrs Diane Graham (C & D Graham S/F A/C)
Lightstorm Pty Ltd (Hotspice A/C)
Dixson Trust Pty Limited
Opthea Limited
Project Management Pty Ltd (D & K Corps Family S/F A/C)
Kebin Nominees Pty Ltd
Mr Alfred J Winkelmeier + Mrs Christine E Winkelmeier (The Winkelmeier S/F A/C)
Mr Peter M Delaney
Dr Philip J Currie _ Mrs Anne J Currie (Currie Family Superfund A/C)
Ibsen Pty Ltd (Ibsen Superfund A/C)
Mr Christopher J Martin
Mr Wally Knezevic
Mrs Susy Munro
Miss Shirley Elkassaby
Mr Jubran W Toak + Mr Melhem W Toak
Sash Pty Ltd (Knezevic Super Fund A/C)
National Nominees Limited
56
Ordinary shares
% of total
shares
issued
Number held
48,500,000
38,699,500
15,167,805
11,000,000
10,000,000
8,467,350
8,285,151
6,161,112
6,086,261
5,700,000
5,451,259
5,097,500
4,256,445
4,209,448
4,134,260
3,788,056
3,680,000
3,422,996
6,837,964
3,330,000
10.32
8.23
3.23
2.34
2.13
1.80
1.76
1.31
1.29
1.21
1.16
1.08
0.91
0.90
0.88
0.81
0.78
0.73
1.45
0.71
202,275,107
43.03
Optiscan Imaging Limited
Shareholder information
30 June 2019
Unquoted equity securities
Options over ordinary shares issued
Performance Rights
Substantial holders
Substantial holders in the company are set out below:
Peters Investments Pty Ltd
Ibsen Pty Ltd (Narula Family Set No3 A/C)
Voting rights
The voting rights attached to ordinary shares are set out below:
Number
on issue
Number
of holders
25,600,000
2,600,000
14
4
Ordinary shares
% of total
shares
issued
Number held
48,500,000
38,699,500
10.32
8.23
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
There are no other classes of equity securities.
On-market buy-back
There is no current on-market buy-back.
57