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 2021
For the year ended 30 June 2020
2. Results for announcement to the market
$
Revenues from ordinary activities
down
25.3% to
889,526
Loss from ordinary activities after tax attributable to the owners of
Optiscan Imaging Limited
up
20.5%
to
(2,126,695)
Loss for the year attributable to the owners of Optiscan Imaging Limited
up
20.5% to
(2,126,695)
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 $2,126,695 (30 June 2020: $1,765,353).
Financial performance
During the financial year ending 30 June 2021 (FY21), the consolidated entity generated ordinary revenue of $889,526 from
sales, system rentals and the provision of services (2020: $1,190,712) and other income of $1,651,928 (2020: $785,714).
Other income comprised $511,979 received from the BioMedtech Horizons Program which forms part of the Federal
Government’s Medical Research Future Fund to support the Oral Cancer Study at the University of Melbourne, Melbourne
Dental School (MDS Oral Cancer Trial). The consolidated entity also recorded research and development incentive income
of $847,324, an increase of $146,082 from the previous corresponding period (2020: $701,242).
Total expenses for FY21 increased to $4,668,149, an increase of $926,370 from the corresponding period (2020:
$3,741,779). These expenses include those relating to the cost of the MDS Oral Cancer Trial; preparations for the application
to the United States Food & Drug Administration (FDA) to market the InVivage® device for sale in the United States (US
based consultants and local and overseas contract testing agencies); and five (5) additional employees and contractors
recruited and engaged during FY21 as the company increased its resources in production, quality assurance and human
resources.
The net operating cash outflow for FY21 was $2,126,309 compared to $1,396,563 for the previous financial year.
Financial Position
The net assets increased by $8,668,783 to $10,217,106 at 30 June 2021 (30 June 2020: $1,548,323). The working capital
position of the consolidated entity at 30 June 2021 was an excess of current assets over current liabilities of $9,995,498 (30
June 2020: $1,264,761).
The increase in the net asset position of the consolidated entity was primarily as a result of the capital raising completed by
the Company during the financial year amounting to $9,813,499 before costs.
Optiscan Imaging Limited
Appendix 4E
Preliminary final report
3. Net tangible assets
Net tangible assets per ordinary security
4. Control gained over entities
Not applicable.
5. Loss of control over entities
Not applicable.
6. Dividends
Reporting
Previous
period
Cents
period
Cents
1.67
0.34
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 unmodified opinion has been issued.
Optiscan Imaging Limited
Appendix 4E
Preliminary final report
11. Attachments
Details of attachments (if any):
The Annual Report of Optiscan Imaging Limited for the year ended 30 June 2021 is attached.
12. Signed
Signed ___________________________
Date: 30 August 2021
Robert Cooke
Non-executive Chairman
Optiscan Imaging Limited
ABN 81 077 771 987
Annual Report - 30 June 2021
Optiscan Imaging Limited
Contents
30 June 2021
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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Optiscan Imaging Limited
Corporate directory
30 June 2021
Directors
Mr Robert Cooke - Non-executive Chairman
Mr Darren Lurie - Managing Director
Dr Philip Currie - Non-executive Director
Ms Karen Borg - Non-executive Director
Mr Ron Song - Non-executive Director
Dr Camile Farah - 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 25
November 2021.
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 2021
Dear Shareholder
On behalf of the Board of Optiscan, I am pleased to present the Company’s 2021 Annual Report.
Reflecting on the last 12 months, Optiscan has made significant progress in the development and commercialisation of its
confocal endomicroscope devices, despite the challenges presented by the global COVID-19 pandemic. A key focus during
the year was preparing for Optiscan’s submission to the United States Food and Drug Administration (FDA) for the approval
of our InVivage® device for oral cancer screening and surgery. Marketing and distribution activities were strengthened for
our pre-clinical FIVE2 (ViewnVivo) (FIVE2) system, and sales in relation to the CONVIVO® device continued under the co-
operation agreement with Carl Zeiss Meditec AG (CZM).
OPTISCAN’S UNIQUE ENDOMICROSCOPIC TECHNOLOGY
Optiscan has developed world-leading and patent protected endomicroscopic technology that can used in cancer screening
and surgery, as well as in pre-clinical research. Optiscan’s miniature hand held probe provides real-time, ‘in vivo’ imaging
of human tissue at the sub-cellular level.
Clinicians and medical researchers continue to confirm the potential of Optiscan’s technology to improve cancer survival
rates and patient outcomes through early diagnosis, less-invasive screening and reduced surgical margins.
FDA APPROVAL PROCESS FOR INVIVAGE®
The Invivage® is Optiscan’s clinical device for use in cancer screening and surgery. It is expected the InVivage® will have
applications across a number of cancers, however initially we are primarily focused on seeking FDA approval for its use in
oral cancer.
During FY21, we made substantial progress in preparing the 510 (k) submission for FDA approval for the use of the
InVivage™ device in oral cancer and surgery. Significant work was undertaken in relation to third-party validation and
verification testing, as well as other internal and external tests required for the FDA submission. I am pleased to report that
many of these tests were successfully completed during the year and the Company is continuing to complete the remaining
requirements in accordance with its schedule.
As Optiscan moves closer to seeking FDA approval for the InVivage® device in the United States, the Company has
commenced planning and developing its market entry and distribution strategy. Optiscan intends to be ready to proceed
with commercialisation, marketing and distribution of its InVivage® device as soon as it is approved for use the United
States,
STRENGTHENING DISTRIBUTION AND MARKETING OF OPTISCAN’s FIVE2 PRE-CLINICAL SYSTEM
Optiscan continues to strengthen its distribution network for its FIVE2 system, with the recent addition of South Korea to its
existing distribution network which encompasses North America, China and Taiwan. Optiscan’s laboratory device is used
by medical research facilities and universities for pre-clinical and translational research.
Whilst sales and marketing activities were restricted by the COVID pandemic, Optiscan recorded two sales of the FIVE2
system in China during the 2021 financial year, and since year end, Optiscan received its first Australian order from a
leading Australian University as part of a Victorian Government medical technology initiative.
PARTNERING WITH LEADING UNIVERSITIES, HOSPITALS AND MEDICAL DEVICE COMPANIES
Optiscan has partnered and collaborated with a number of universities, hospitals, medical research companies and medical
device companies. These partnerships and collaborations are a strong endorsement of the potential of Optiscan’s
technology. These arrangements are critical for clinical trials and studies, funding for research, and increasing exposure of
Optiscan’s technology amongst the medical community.
Some of Optiscan’s current partners and collaborators include five leading universities and research institutions in Australia
(University of Melbourne / Melbourne Dental School, University of Adelaide, Swinburne University, Monash University and
Walter and Eliza Hall Institute); three leading Melbourne Hospitals (Royal Melbourne Hospital, Frances Perry Hospital,
Epworth Hospital), the 2nd highest ranked cancer centre in the US (Memorial Sloane Kettering Cancer Centre) and leading
US neurological hospital (Barrow Neurological Institute).
3
Optiscan Imaging Limited
Chairman's Letter
30 June 2021
In addition to these partners and collaborators, Optiscan continues to receive orders under the co-operation agreement
with CZM in relation to the CONVIVO® device used in neurosurgery.
Optiscan has been successful in receiving Government grants (including a grant of $971k from the Federal Government’s
BioMedtech Horizons Program) to assist with funding studies and commercialising its devices, which is further validation of
the potential of Optiscan’s technology to improve cancer screening and surgery.
EXTENDING APPLICATIONS OF OPTISCANS TECHNOLOGY TO OTHER CANCERS AND APPLICATIONS
Whilst initially we are seeking approval for use of the InVivage® in oral cancer, we are confident its applications will be
extended to use in other cancers and clinical applications. Studies are already underway in relation to the use of the
technology in breast, cervical and oesophageal cancers.
Optiscan’s FIVE2 pre-clinical device will be useful in determining other applications for the InVivage® device. Research
findings from the FIVE2 system in the laboratory are directly transferable to use of the InVivage® device in the operating
theatre, as the devices incorporate identical technology.
STRENGTHENED BALANCE SHEET TO FUND PATHWAY TO COMMERCIALISATION
The Company strengthened its balance sheet through a capital raising of $9.8m in September 2020. I would like to take
this opportunity to welcome Orchid Capital Investments Pte Ltd, a member of the Clermont Group, which was the
cornerstone investor in the capital raising, as a major shareholder in Optiscan.
RE-INVIGORATED BOARD OF DIRECTORS
I was appointed Non-Executive Chairman of Optiscan in April 2021 and feel privileged to be taking on this role as the
Company embarks on the exciting phase of bringing its key InVivage® device to market. Three other non-executive directors
(Mr Ron Song, Professor Camile Farah and Ms Karen Borg) have been appointed since the last Annual Report, and the
board now comprises Directors with diverse experience across healthcare, marketing, strategy and finance. The Board also
wishes to thank Mr Graeme Mutton for his work as a Director and the pivotal role he played in ensuring the financial and
operational stability of the Company over the past three years. The Board is currently reviewing strategies with a view to
expediate the successful commercialisation of Optiscan’s unique technologies.
I would like take to this opportunity to thank our employees for their outstanding contribution during the year, especially
given the challenges presented by the COVID pandemic.
Finally, on behalf of my fellow Directors, I would like to warmly thank our shareholders for their support in 2021. We believe
Optiscan is positioned for an exciting year ahead as we lodge our application for FDA approval for the InVivage® for use in
oral cancer, as well as continuing to explore its application to other cancers and clinical applications.
Yours sincerely
Robert Cooke
Non-executive Chairman
4
Optiscan Imaging Limited
Directors' report
30 June 2021
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 'Optiscan', the
'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2021.
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 Robert Cooke - Non-executive Chairman (appointed 19 April 2021)
Mr Darren Lurie - appointed Managing Director 19 April 2021 (previously Executive Chairman)
Dr Philip Currie - Non-executive Director
Mr Ron Song - Non-executive Director (appointed 10 February 2021)
Dr Camile Farah - Non-executive Director (appointed 6 May 2021)
Ms Karen Borg - Non-executive Director (appointed 29 July 2021)
Mr Graeme Mutton - Non-executive Director (resigned 30 July 2021)
Principal activities
The principal activities of the consolidated entity during the year were the development and commercialisation of confocal
endomicroscopes for clinical and pre-clinical applications. The consolidated entity carried out its principal activities through:
●
●
development of its own “InVivage” device for use in the oral cancer and other cancer applications;
seeking regulatory approval to market the “InVivage” device in the United State for use in oral cancer screening and
surgery;
continuation of its co-operation agreement with CZM;
marketing of the FIVE2 (ViewnVivo) (FIVE2) system in pre-clinical and translational research markets;
progressing clinical studies with researchers and medical institutions; and
continued development of new pre-clinical applications for Optiscan's products and services.
●
●
●
●
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Operating and Financial Review
The loss for the consolidated entity after providing for income tax amounted to $2,126,695 (30 June 2020: $1,765,353).
Financial performance
During the financial year ending 30 June 2021 (FY21), the consolidated entity generated ordinary revenue of $889,526 from
sales, system rentals and the provision of services (2020: $1,190,712) and other income of $1,651,928 (2020: $785,714).
Other income comprised $511,979 received from the BioMedtech Horizons Program which forms part of the Federal
Government’s Medical Research Future Fund to support the Oral Cancer Study at the University of Melbourne, Melbourne
Dental School (MDS Oral Cancer Trial). The consolidated entity also recorded research and development incentive income
of $847,324, an increase of $146,082 from the previous corresponding period (2020: $701,242).
Total expenses for FY21 increased to $4,668,149, an increase of $926,370 from the corresponding period (2020:
$3,741,779). These expenses include those relating to the cost of the MDS Oral Cancer Trial; preparations for the application
to the United States Food & Drug Administration (FDA) to market the InVivage® device for sale in the United States (US
based consultants and local and overseas contract testing agencies); and five (5) additional employees and contractors
recruited and engaged during FY21 as the company increased its resources in production, quality assurance and human
resources.
The net operating cash outflow for FY21 was $2,126,309 compared to $1,396,563 for the previous financial year.
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Optiscan Imaging Limited
Directors' report
30 June 2021
Financial Position
The net assets increased by $8,668,783 to $10,217,106 at 30 June 2021 (30 June 2020: $1,548,323). The working capital
position of the consolidated entity at 30 June 2021 was an excess of current assets over current liabilities of $9,995,498 (30
June 2020: $1,264,761).
The increase in the net asset position of the consolidated entity was primarily as a result of the capital raising completed by
the Company during the financial year amounting to $9,813,499 before costs.
Operational Review
Oral Cancer Surgery and Screening Application – InVivage™
The Company has continued to refine and develop its InVivage® clinical device, a hand-held endomicroscope to be used in
Oral Cancer screening and surgical margin determination. A number of clinical trials are underway and the process for
preparing the application for United States Food and Drug Administration (FDA) 510(k) clearance to market the InVivage®
device in the United States for use in oral cancer screening and surgery is well progressed.
Oral cancer trials and studies
Oral Cancer Trial at Melbourne Dental School
In July 2020, Optiscan was awarded a BioMedTech Horizons Program grant for $971,000 to assist the University of
Melbourne’s Melbourne Dental School (MDS) to undertake a trial with approximately 150 patients, to improve screening,
diagnosis, and treatment of oral cancer (MDS Oral Cancer Trial).
The BioMedTech Horizons Program is an initiative of the Medical Research Future Fund, designed to foster innovative health
technology development across research, industry and technology sectors.
The trial commenced in the final quarter of 2020 and by the end of FY21, 58 imaging sets had been completed. A further 33
imaging sets have been completed in July and August 2021. A number of software and hardware improvements were
identified by MDS and implemented by Optiscan enhancing useability and reducing the time to image each patient.
Concurrently with the MDS Oral Cancer Trial, Optiscan and the MDS conducted the dosing study for the topical use of
fluorescein which is required by the FDA for Optiscan’s 510(k) submission. This fluorescein dosing study was successfully
completed in May 2021.
As the MDS Oral Cancer Trial l trial progresses and Optiscan moves closer to seeking FDA approval, Optiscan is increasing
its presence at conferences and other events. In December 2020, the MDS and Optiscan presented a collaborative oral
cancer in vivo imaging clinical study to leading dental hospitals in Shanghai at The 2nd China Smart Health and Medical
Conference 2020. In July 2021, Dr Tami Yap from the MDS presented a webinar lecture to the European Association of Oral
Medicine titled “In vivo microscopy of OPMDs (Oral Potentially Malignant Disorders) in clinical practice” describing the work
being undertaken as part of this trial.
Other oral cancer trials
The oral cancer trials and studies at Memorial Sloan Kettering Cancer Centre (MSKCC), one of the leading cancer centres
in the United States, and at the Australian Centre for Oral Oncology Research and Education (ACOORE), continued during
the year.
In July 2021, the University of Adelaide Dental School received ethics approval for its “Proof of Concept Study: A diagnostic
tool to detect Oral Squamous Cell Carcinoma” which will utilise Optiscan’s FIVE2 system for a 30 patient ex vivo study. The
University of Adelaide, is Australia’s 2nd highest ranked dental school, ranked #25 in the world. Optiscan is now working with
Australia’s two highest ranked dental schools with the Melbourne Dental School ranked #14 in the world.
6
Optiscan Imaging Limited
Directors' report
30 June 2021
Preparations for seeking United States Food and Drug Administration (FDA) approval for the InVivage™ device in
the United States
During FY21, significant progress has been made in preparing for the submission of Optiscan’s application for 510(k)
clearance in order to market the InVivage® clinical device for use in human oral cancer screening and surgery in the United
States. Significant work was undertaken in relation to third-party validation and verification testing, as well as other internal
and external tests required for the 510(k) submission.
Optiscan is working with a leading United States based independent contract testing laboratory for medical devices and
pharmaceuticals to conduct various cleaning, disinfection and sterilisation tests. Optiscan also undertook preparations for a
number of tests for storage, transportation, aging, life, electromagnetic compatibility (EMC) and electrical safety tests. Many
of these tests were successfully completed during the year, either internally or by independent contract testing providers.
As Optiscan moves closer to seeking FDA approval for the Invivage® in the United States, the Company has also been
planning and developing the market entry and distribution strategy for InVivage®. Optiscan is working with a former leading
medical executive and oral surgeon to assist in the development of this strategy. Marketing agencies are being interviewed
in both Australia and the United States as part of this process. Funding from ‘Federal Government Entrepreneurs' Programme
- Growth Grant’ is being used to support the development of Optiscan’s market entry strategy.
Breast Cancer Surgery Application
Optiscan is also actively exploring the application of its confocal technology to other cancers. One application which has
progressed significantly during FY21 is the use the of Optiscan’s technology in breast cancer surgery, to minimise surgical
margins and reduce the need for follow up surgery.
Surgical Margin Assessment Trial (Breast Trial)
Optiscan, in conjunction with a leading breast cancer surgeon, Professor Bruce Mann, established stage three of its Breast
Cancer Surgical Margin Assessment Trial. Professor Mann is Director of Breast Cancer Services for the Royal Melbourne
Hospital and Royal Women's Hospital, and a Professor of Surgery at The University of Melbourne. Other collaborators
involved in the study include pathologists, Optiscan representatives and the Breast Cancer Network Australia. Ethics
approval for the study was received from the Melbourne Health Human Research Ethics Committee.
The study is being carried out at the Royal Melbourne Hospital, Frances Perry House and Epworth Hospital. Initially a 20
patient study, the study has since been increased to 40 patients due to the success of patient recruitment. 20 patients were
imaged during FY21, with a further 13 patients imaged in July and August 2021.
Approximately 50% of the funding for this study is being provided by the Medical Device Partnering Program (MDPP). The
MDPP, which is supported by LaunchVic, fosters collaborations between researchers, industry, end-users and government
to develop medical technologies with global market potential. The MDPP’s support for the study originated at a successful
workshop last year with breast surgeons from five leading Melbourne hospitals.
Pre-Clinical System - FIVE2
The FIVE2 system is Optiscan’s hand-held, confocal microscope designed for translation and pre-clinical research. This
device is targeted for use by universities and medical research facilities to explore potential applications of the technology
through laboratory testing of tissue samples.
The Company continued to develop its sales pipeline and distribution arrangements for the FIVE2 in Australia and overseas.
Optiscan continues to work closely with its distributors to develop a pipeline of prospective customers, with multiple current
prospects Australia, China and North America.
Whilst Optiscan’s ability to conduct live demonstrations was impacted by COVID restrictions globally, the Company continued
to engage in other marketing initiatives to increase the market’s understanding of Optiscan’s unique technology and how it
can be used in research and pre-clinical environments.
As well as the FIVE2 having multiple uses in its own right, findings from research using the FIVE2 system can also be useful
in determining other clinical applications for the InVivage® device. As the FIVE2 system uses identical technology to the
InVivage® device, research findings in the laboratory are transferrable to the use of InVivage® in the operating theatre and
other clinical settings.
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Optiscan Imaging Limited
Directors' report
30 June 2021
First Australian sale recorded
During FY21, Optiscan increased its marketing of the FIVE2 system in Australia through engaging with leading universities
and medical research institutions. In July 2021, the first Australian order for a FIVE2 system was received from a leading
Australian University as part of a Victorian Government medical technology initiative. A number of other encouraging
demonstrations have also been made to highly regarded Melbourne based medical research institutions.
Offshore distribution arrangements
North America
In August 2020, Optiscan established new North American distributor arrangements including with Advanced Microscopy
Consultancy Services Inc (‘AMCS’) to provide technical, marketing and sales services to the Company in the United States
and Canada. AMCS possesses significant pre-clinical microscopy and imaging expertise as well as multiple contacts in the
research community.
Asia
During FY21, the Company recorded two sales of the FIVE2 system in China. Delivery of these 2 systems took place in the
final quarter of the 2020 calendar year. There have now been 3 sales of the FIVE2 system since Optiscan changed its
distribution model in China late in 2019.
Optiscan engaged Dr Joseph Jiafu as a consultant to assist the Company to establish distribution arrangements in Japan,
South Korea, Singapore and other APAC countries (excluding China). Dr Jiafu is a microscopy expert and the former Asia
Pacific In Vivo product leader for PerkinElmer Inc.
In December 2020, the Company appointed J&H Technology as its exclusive distributor in Taiwan for the FIVE2 system in
the pre-clinical research market. Taiwan represents an attractive market for the FIVE2 system, being consistently ranked as
the top knowledge economy in Asia, with its biomedical sector identified as one of the five pillar industries for national
development.
In July 2021, South Korea was added to Optiscan’s growing distribution network for the FIVE2 system.
Marketing activities
Whilst the COVID pandemic restricted live demonstrations of Optiscan’s FIVE2 system to potential customers, there was
significant activity in promoting the system in publications, conferences and other virtual events.
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Preparation of a two-part publication in Microscopy Today, published by the Microscopy Society of America, highlighting
the technological advancements and applications of fluorescence in vivo endomicroscopy;
Optiscan presented as part of the Zhejiang International Technology Business Matching Webinar with an estimated
60,000 online viewers, via invitation of Global Victoria (an agency of the Victorian State Government);
Optiscan participated in a virtual conference delivered by Austrade in partnership with biopharmaceutical giant
AstraZeneca, Wuxi iCampus and CSIRO, designed to equip founders with the knowledge and networks to scale their
business into China;
Optiscan management, in conjunction with its distributors in Taiwan, Eastern and Southern China, conducted a Chinese
language webinar with over 50 participants;
Optiscan also took part in a number of other State and Federal Government initiatives to increase its profile in China.
NeuroSurgery – CONVIVO - Carl Zeiss Meditec AG (CZM) Co-operation
The CONVIVO®. device was developed as part of a co-operation agreement between Optiscan and CZM, for application in
neurosurgery. The CONVIVO agreement is now in the production phase, and CZM continues the full commercialization of
the CONVIVO®.
During FY21, Optiscan was informed by CZM that the CONVIVO® and the Sterile Sheath (which acts as a sterile barrier
between the probe of the CONVIVO® and the tissue in the brain) were both registered on the Australian Register of
Therapeutic Goods enabling those devices to be lawfully supplied for use in Neurosurgery in Australia. These registrations
are in addition to approvals previously received by CZM to market the CONVIVO® in the United States and Europe.
8
Optiscan Imaging Limited
Directors' report
30 June 2021
Whilst some of CZM’s marketing activities were impacted by COVID restrictions, Optiscan received sales orders from CZM
for approximately $500k during FY21. Discussions with CZM are on-going in relation to future orders for products and
research and development services.
COVID-19 Update
Optiscan has maintained its COVID safe working arrangements during the financial year with company staff working both
remotely and from the Company premises. Due to the nature of their activities and layout of the premises, the Company’s
activities were able to continue throughout the year despite the COVID pandemic, including those in relation to preparations
for the submission to the FDA. The layout of the premises is well-suited to the continuation of production during periods of
restrictions as production staff can be isolated from other staff.
Overall financial impact on the business
The travel restrictions across the globe in response to the COVID-19 pandemic impacted Optiscan’s ability to market its
products through on-site demonstrations both in Australia and offshore. The ability to meet potential customers face to face
was also limited, but the company has adjusted well to conducting presentations and demonstrations remotely. In some
countries restrictions have started to ease and Optiscan would be hoping to return to more traditional marketing strategies
over the next 12 months.
Business continuity
Optiscan has been able to continue its operating activities, despite the ongoing impact of the COVID pandemic. The Company
has continued to develop and manufacture its technology, receive orders, conduct trials and studies, and undertake
regulatory testing and other preparations required for the FDA submission.
Given the impact COVID-19 may be having on Optiscan’s customers and suppliers, the Company has been closely managing
these relationships throughout the pandemic, with some suppliers increasing their delivery times
Well-being of employees
The Company continues to maintain a COVID-19 safe working environment. We remain committed to keeping our employees
and families safe and ensuring ongoing health and well-being during the trying time. We have implemented a COVID-safe
plan at our premises and provided additional supplies of face masks, antibacterial wipes and hand sanitiser in our workplace.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the consolidated entity during the financial year other than the
items noted below:
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●
●
●
●
●
On 20 July 2020, the Company was awarded a $971k BioMedTech Horizons Program grant to support the University
of Melbourne’s Melbourne Dental School to undertake a trial with approximately 150 patients.
On 29 September 2020, the Company issued 29,466,500 fully paid ordinary shares, with an issue price of $0.0825
(8.25cents) per share, to professional and sophisticated investors in accordance with the capital raising as announced
to ASX on 22 September 2020 and 25 September 2020.
On 1 October 2020, the Company issued 89,485,000 fully paid ordinary shares, with an issue price of $0.0825
(8.25 cents) per share, to professional and sophisticated investors in accordance with the capital raising as announced
to ASX on 22 September 2020 and 25 September 2020.
On 9 December 2020, the Company issued 29,737,875 unlisted options to professional and sophisticated investors in
accordance with the capital raising as announced to ASX on 22 September 2020 and 25 September 2020 and following
shareholder approval sought at the Company's 2020 Annual General Meeting of shareholders.
On 8 February 2021, the Company announced the commencement of the next stage of its Breast Cancer Surgical
Margin Assessment trial at Royal Melbourne Hospital, Frances Perry House and Epworth Hospital
During the financial year the Company issued 19,005,302 fully paid ordinary shares in relation to the conversion of
19,005,302 unlisted options previously issued.
9
Optiscan Imaging Limited
Directors' report
30 June 2021
Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 30 June 2021 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, other than:
●
●
●
Expansion of Optiscan’s Breast Cancer Surgical Margin Assessment Trial from twenty (20) to forty (40) patients;
Optiscan receiving its first Australian order for the FIVE2 system from a leading Australian University as part of a
Victorian Government medical technology initiative;
The University of Adelaide Dental School receiving ethics approval for its "Proof of Concept Study: A diagnostic tool to
detect Oral Squamous Cell Carcinoma" which will utilise Optiscan's FIVE2 system.
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 co-operation over the next year, as well as achieving sales of FIVE2 systems, the second-generation pre-clinical
and translational research product. The consolidated entity expects to develop a system suitable for marketing for clinical
use and to seek regulatory approval for the clinical use of this system in oral cancer screening and/or surgical margin
determination. The consolidated entity also expects to continue Stage 3 of its Breast Cancer Surgical Margin Assessment
Trial.
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
Managing Director
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
Interests in shares:
Interests in options:
8,725,000 fully paid ordinary shares
1,000,000 unlisted options
Name:
Title:
Qualifications:
Experience and expertise:
Dr Philip Currie
Non-executive Director
MBBS (Hons), FRACP, MBA
Dr Currie is a cardiologist with more than 36 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.
None
Other current directorships:
Former directorships (last 3 years): None
Interests in shares:
Interests in options:
23,057,500 fully paid ordinary shares,
None
10
Optiscan Imaging Limited
Directors' report
30 June 2021
Name:
Title:
Qualifications:
Experience and expertise:
Mr Graeme Mutton
Non-executive Director (resigned 30 July 2021)
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:
11,409,404 fully paid ordinary shares
Name:
Title:
Qualifications:
Experience and expertise:
Mr Robert Cooke
Non-executive Chairman (appointed 19 April 2021)
B. Health Administration, Grad. Dip. Acc and Fin
Robert is the former Managing Director & CEO of Healthscope, one of Australia’s
leading private hospital, medical centre and pathology operators between 2010 and
2017. He is currently a non-executive director of Icon Group and Evercare Group. Icon
Group is an operator of cancer centres, specialist services, pharmacy management,
compounding, remote care, research and health screening services in Australia,
Singapore, Hong Kong and Mainland China, Vietnam and New Zealand. The Evercare
Group is a leading impact driven healthcare group in emerging markets. With a 40+
year career in the health industry, his experience spans to executive leadership of
publicity listed and privately owned healthcare companies, and a management of
private and public hospitals in Australia, Asian and the UK.
Other current directorships:
None
Former directorships (last 3 years): None
None
Interests in shares:
2,000,000 unlisted options
Interests in options:
Name:
Title:
Experience and expertise:
Mr Ron Song
Non-executive Director (appointed 10 February 2021)
Ron has had a 25 year business career in Australia before being headhunted in 1999
to assist in expanding a European motor vehicle franchise in Singapore. In a short time,
Ron assisted in developing the franchise into a highly profitable business. He
subsequently expanded and developed a second company in the motor vehicle
industry, Premium Automobiles Pty Ltd, where he was the Managing Director for seven
years before advising and developing a premier Singaporean wellness company,
Fabulous Image Lifestyle, which was successfully sold to a pan-Asian operator.
Ron was appointed Managing Director and Partner of V-TEC Asia Pte Ltd between
February 2011 and 2013, a private company involved in introducing to representatives
of a southeast Asian country the biometric security film for passports. He was also
appointed Executive Director of the Pine Millennium Capital Pte Ltd during May 2014
– December 2017, a private company where he was overseeing investments in
companies from various industries, providing advice on mergers and acquisitions on a
number of different companies.
Other current directorships:
None
Former directorships (last 3 years): None
Interests in shares:
Interests in options:
3,000,000 fully paid ordinary shares
None
11
Optiscan Imaging Limited
Directors' report
30 June 2021
Experience and expertise:
Name:
Title:
Qualifications:
Dr Camile Farah
Non-executive Director (appointed 6 May 2021)
BDSc MDSc (OralMed OralPath) PhD GCEd (HE) GCExLead FRACDS (OralMed)
MAICD AFCHSM CHM FOMAA FIAOO FICD FPFA FAIM
Professor Farah is a highly accomplished executive, academic, researcher and author
with 25 years’ experience in the healthcare, biotech and medical research sectors. He
is dual trained physician and pathologist, with public and private appointments at Fiona
Stanley Hospital, Hollywood Private Hospital, Qscan Radiology Clinics, Australian
Clinical Labs, and Genomics for Life. Professor Farah is a leading Australian expert in
oral cancer and precancerous pathology based on his clinical and research expertise
having published 250 clinical and scientific articles and a bestselling textbook. He is a
former Dean at the University of Western Australia, and currently an Adjunct Professor
at CQ University and an Honorary Professorial Research Fellow at the Peter
MacCallum Cancer Centre. In addition to managing his own consulting business, he is
Executive Director of the Australian Centre for Oral Oncology Research & Education
which undertakes cutting edge research in head and neck cancer. He currently serves
as a non-executive director of the Australian and New Zealand Head and Neck Cancer
Society.
Other current directorships:
None
Former directorships (last 3 years): None
Interests in shares:
Interests in options:
520,224 fully paid ordinary shares
None
Name:
Title:
Qualifications:
Experience and expertise:
Ms Karen Borg
Non-executive Director (appointed 29 July 2021)
B. Arts
Karen is a highly experienced senior executive, who has held global leadership
positions in multiple sectors, including medical devices and technology, consumer
products and government. Karen's background is in commercial management, global
marketing and government policy.
Karen is the former President (Asia Pacific and Middle East) of ResMed Inc (ASX:
RMD) and prior to this held several senior roles with Johnson & Johnson Medical
Devices, including Global Vice President (based in USA). Karen’s most recent
executive roles include CEO of Healthdirect and the inaugural Chief Executive of Jobs
for NSW, with both roles fostering relationships across private and public sectors.
Karen is currently the Chief Executive Officer of Catholic Healthcare Ltd.
Karen holds a Bachelor of Arts from the University of Sydney and was a NSW finalist
for Telstra Businesswoman of the Year 2017.
Somnomed Ltd (ASX: SOM)
Other current directorships:
Former directorships (last 3 years): ResMed Inc (ASX: RMD)
Special responsibilities:
Interests in shares:
Interests in options:
Interests in rights:
None
Nil
1,000,000 unlisted options
Nil
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
12
Optiscan Imaging Limited
Directors' report
30 June 2021
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 13 years’ experience in the accounting profession including 8 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 2021, and
the number of meetings attended by each director were:
Robert Cooke
Darren Lurie
Philip Currie
Graeme Mutton
Ron Song*
Camile Farah**
Full Board
Attended
Held
3
12
12
12
5
3
3
12
12
12
5
3
Held: represents the number of meetings held during the time the director held office.
*
**
Appointed 10 February 2021.
Appointed 6 May 2021.
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.
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
13
Optiscan Imaging Limited
Directors' report
30 June 2021
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.
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 Optiscan’s policy on Variable Remuneration is set out below.
14
Optiscan Imaging Limited
Directors' report
30 June 2021
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.
Variable Remuneration - Long Term Incentive (LTI)
Long term incentives are delivered to executives and employees by way of grant of options either at the Board's discretion
or through an Employee Share Option Plan (whichever is relevant or has been adopted at the time).
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 Board is responsible for the allocation of options and determines the quantum of grants by reference to group and
individual performance against targets.
.
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.
Employment Contracts
All staff including executives are engaged under rolling employment agreements. The contracts continue indefinitely subject
to satisfactory performance, and provide notice periods. 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 after 30 days.
- 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.
15
Optiscan Imaging Limited
Directors' report
30 June 2021
Voting and comments made at the company's 26 November 2020 Annual General Meeting ('AGM')
At the 2020 AGM, 97.78% of the votes received supported the adoption of the remuneration report for the year ended 30
June 2020. 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 Robert Cooke - Non-executive Chairman (appointed 19 April 2021)
Mr Darren Lurie - Managing Director
Dr Philip Currie - Non-executive Director
Mr Graeme Mutton - Non-executive Director
Mr Ron Song - Non-executive Director (appointed 10 February 2021)
Dr Camile Farah - Non-executive Director (appointed 6 May 2021)
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Cash salary
and fees
$
STI
Incentives
$
Annual
leave
expense
$
Super-
annuation
$
Long
service
leave
$
Share-based payments
Equity-
settled
performance
rights
$
Equity-
settled
Options
$
Total
$
18,740
40,000
29,333
15,337
6,108
-
-
-
-
-
372,544
482,062
150,000
150,000
-
-
-
-
-
-
-
1,780
3,800
2,787
1,457
580
23,432
33,836
-
-
-
-
-
-
-
-
-
-
-
-
-
-
116,571
-
-
-
-
137,091
43,800
32,120
16,794
6,688
-
116,571
545,976
782,469
2021
Non-Executive
Directors:
Robert Cooke*
Philip Currie
Graeme Mutton
Ron Song**
Camile Farah***
Executive
Directors:
Darren Lurie****
Appointed 19 April 2021
Appointed 10 February 2021
*
**
*** Appointed 6 May 2021
**** On 25 September 2020, the Company announced that it had entered into an Executive Services Agreement with Mr
Darren Lurie which consisted of a sign-on bonus of $150,000. The sign-on bonus was proposed to be paid for the work
completed in multiple roles and over the previous years along with his commitment to signing on with the Company to
be Chief Executive Officer.
16
Optiscan Imaging Limited
Directors' report
30 June 2021
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Cash salary
and fees
$
STI
Incentives
$
Annual
leave
expense
$
Super-
annuation
$
Long
service
leave
$
Share-based payments
Equity-
settled
performance
rights
$
Equity-
settled
Options
$
Total
$
40,000
26,000
287,826
353,826
-
-
-
-
-
-
-
-
3,800
2,280
27,343
33,423
-
-
-
-
-
-
-
-
63,552
-
107,352
28,280
105,921
169,473
421,090
556,722
2020
Non-Executive
Directors:
Philip Currie
Graeme Mutton
Executive
Directors:
Darren Lurie
The proportion of remuneration linked to performance in STI or LTI and the fixed remuneration proportion are as follows:
Name
Non-Executive Directors:
Robert Cooke
Philip Currie
Graeme Mutton
Ron Song
Camile Farah
Executive Directors:
Darren Lurie
Fixed remuneration
2020
2021
At risk - STI
At risk - LTI
2021
2020
2021
2020
15%
100%
100%
100%
100%
-
41%
100%
-
-
-
-
-
-
-
73%
75%
27%
-
-
-
-
-
-
85%
-
-
-
-
-
59%
-
-
-
-
25%
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
Managing Director
19 April 2021
No fixed term.
Fixed remuneration of $375,000 per annum plus superannuation of the greater of 9.5%
or the statutory minimum; termination by either party by providing 6 months’ notice in
writing; and Mr Lurie may participate in a long-term incentive plan as approved and
reviewed by the Board from time to time in their absolute discretion.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
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 2021 (2020: Nil).
During the financial year, a total of 15,500,000 fully paid ordinary shares were issued for the conversion of unlisted options
held by Directors and Management.
17
Optiscan Imaging Limited
Directors' report
30 June 2021
Options
During the 2018 financial year, the company granted 12,800,000 unlisted options to key management personnel, with various
vesting and exercise dates and, 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.
On 19 April 2021 upon Robert Cooke's appointment as Non-executive Director, Robert has been issued 2,000,000 unlisted
options.
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:
Grant date
19 April 2021
19 April 2021
19 April 2021
19 April 2021
Name
Robert Cooke
Robert Cooke
Robert Cooke
Robert Cooke
Expiry date
Exercise price at grant date
Fair value
per option
Vesting date and
exercisable date
19 July 2021
19 October 2021
19 January 2022
19 April 2022
19 April 2023
19 April 2023
19 April 2023
19 April 2023
$0.275
$0.275
$0.275
$0.275
$0.25
$0.25
$0.25
$0.25
Fair value per
option
Number of
options
granted
Vesting date,
Vesting Price and
exercisable date
Grant date
Expiry date
Exercise price at grant date
500,000 19-Apr-21
500,000 19-Apr-21
500,000 19-Apr-21
500,000 19-Apr-21
19-Jul-21 - $0.275
19-Oct-21 - $0.275
19-Jan-22 - $0.275
19-Apr-22 - $0.275
19-Apr-23
19-Apr-23
19-Apr-23
19-Apr-23
$0.275
$0.275
$0.275
$0.275
$0.111
$0.111
$0.111
$0.111
Options granted carry no dividend or voting rights.
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 2021 are set out below:
Name
Robert Cooke
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
2021
year
2020
year
2021
year
2020
2,000,000
-
-
-
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 2021 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
Robert Cooke
Robert Cooke
Robert Cooke
Robert Cooke
19-Apr-21
19-Apr-21
19-Apr-21
19-Apr-21
19-Jul-21
19-Oct-21
19-Jan-22
19-Apr-22
500,000
500,000
500,000
500,000
46,571
23,285
15,524
11,643
-
-
-
-
-
-
-
-
-
-
-
-
18
Optiscan Imaging Limited
Directors' report
30 June 2021
Additional information
The earnings of the consolidated entity for the five years to 30 June 2021 are summarised below:
2021
$
2020
$
2019
$
2018
$
2017
$
Revenue
Net profit/(loss) before tax
Net profit/(loss) after tax
889,526
(2,126,695)
(2,126,695)
1,190,712
(1,765,353)
(1,765,353)
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)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2021
2020
2019
2018
2017
Share price at financial year start ($)
Share price at financial year end ($)
Basic earnings per share (cents per share)
0.03
0.23
(0.38)
0.06
0.03
(0.37)
0.06
0.06
(0.54)
0.10
0.06
(0.61)
0.02
0.10
(0.88)
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
Robert Cooke*
Darren Lurie****
Philip Currie****
Graeme Mutton
Ron Song**
Camile Farah***
Balance at
the start of
the year
Holdings at
date of
appointment
as KMP
Additions
Disposals/
Holdings at
date of
cessation
as KMP
Balance at
the end of
the year
-
1,725,000
18,257,500
11,409,404
-
-
31,391,904
-
-
-
-
3,000,000
520,224
-
7,000,000
4,800,000
-
-
-
3,520,224 11,800,000
-
-
-
8,725,000
- 23,057,500
- 11,409,404
3,000,000
-
-
520,224
- 46,712,128
Appointed 19 April 2021
Appointed 10 February 2021
*
**
*** Appointed 6 May 2021
**** Movements relate to conversion of options during the financial year.
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
Robert Cooke
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
-
-
2,000,000
2,000,000
(7,000,000)
(4,800,000)
-
(11,800,000)
-
-
-
-
1,000,000
-
2,000,000
3,000,000
19
Optiscan Imaging Limited
Directors' report
30 June 2021
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 31 Related
party transactions. There were no transactions with non-director key management personnel and their related entities during
the years ended 30 June 2021 and 30 June 2020, 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
9-Dec-20
6-May-21
19-Jul-21
Expiry date
31-May-22
30-Nov-22
31-May-23
30-Nov-23
9-Jun-23
19-Apr-23
19-Jul-23
Exercise
price
Number
under option
600,000
$0.05
1,075,000
$0.05
1,700,000
$0.065
$0.08
2,400,000
$0.15 29,182,573
2,000,000
1,000,000
$0.275
$0.209
37,957,573
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.
Shares issued on the exercise of options
The following ordinary shares of Optiscan Imaging Limited were issued during the year ended 30 June 2021 and up to the
date of this report on the exercise of options granted:
Date options granted
30 November 2018
30 November 2018
30 November 2018
20 December 2018
20 December 2018
20 December 2018
9 December 2020
9 December 2020
Exercise
price
Number of
shares issued
$0.05
$0.065
$0.08
$0.05
$0.065
$0.08
$0.05
$0.15
3,200,000
3,200,000
2,200,000
4,225,000
1,500,000
1,800,000
200,000
305,302
16,630,302
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.
20
Optiscan Imaging Limited
Directors' report
30 June 2021
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 26 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 26 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.
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
___________________________
Robert Cooke
Non-executive Chairman
30 August 2021
21
Collins Square, Tower 5
727 Collins Street,
Docklands 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
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 2021, 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 2021
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 2021
Revenue
Other income
Expenses
Research & development and intellectual property expenses
Share-based payment expenses
Depreciation expense
Operational expenses
Finance costs
Administration costs
Loss before income tax expense
Income tax expense
Loss after income tax expense for the year attributable to the owners of
Optiscan Imaging Limited
Consolidated
Note
2021
$
2020
$
5
6
7
7
8
889,526
1,190,712
1,651,928
785,714
(1,666,265)
(173,801)
(238,286)
(1,037,122)
(56,268)
(1,496,407)
(1,273,143)
(293,898)
(237,207)
(889,627)
(63,892)
(984,012)
(2,126,695)
(1,765,353)
-
-
(2,126,695)
(1,765,353)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income for the year attributable to the owners of
Optiscan Imaging Limited
(2,126,695)
(1,765,353)
Basic earnings per share
Diluted earnings per share
Cents
Cents
34
34
(0.37)
(0.37)
(0.37)
(0.37)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
23
Optiscan Imaging Limited
Statement of financial position
As at 30 June 2021
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other
Total current assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Other
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Lease liabilities
Provisions
Total current liabilities
Non-current liabilities
Lease liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Consolidated
Note
2021
$
2020
$
9
10
11
12
8,442,327
1,244,039
1,160,791
121,723
10,968,880
526,361
758,434
1,154,240
70,639
2,509,674
13
14
15
102,930
572,238
52,625
727,793
158,202
724,386
52,625
935,213
11,696,673
3,444,887
16
17
19
18
19
20
493,710
-
172,094
307,578
973,382
481,286
375,797
133,516
254,314
1,244,913
495,927
10,258
506,185
646,767
4,884
651,651
1,479,567
1,896,564
10,217,106
1,548,323
21
22
70,942,231 59,730,577
2,361,359
(60,543,613)
1,935,477
(62,660,602)
10,217,106
1,548,323
The above statement of financial position should be read in conjunction with the accompanying notes
24
Optiscan Imaging Limited
Statement of changes in equity
For the year ended 30 June 2021
Consolidated
Issued
capital
$
Foreign
currency
translation
reserve
$
Share based
Accumulated
payments
reserve
$
losses
$
Total equity
$
Balance at 1 July 2019
59,392,382
(4,435)
2,214,116
(58,778,260)
2,823,803
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 21)
Share-based payments (note 35)
Exercise of performance rights
-
-
-
195,975
-
142,220
-
-
-
-
-
-
-
(1,765,353)
(1,765,353)
-
-
-
-
(1,765,353)
(1,765,353)
-
293,898
(142,220)
-
-
-
195,975
293,898
-
Balance at 30 June 2020
59,730,577
(4,435)
2,365,794
(60,543,613)
1,548,323
Consolidated
Issued
capital
$
Foreign
currency
translation
reserve
$
Share based
Accumulated
payments
reserve
$
losses
$
Total equity
$
Balance at 1 July 2020
59,730,577
(4,435)
2,365,794
(60,543,609)
1,548,327
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 21)
Share-based payments (note 35)
Exercise of options (Note 21)
Cancellation of options
-
-
-
10,621,673
-
589,981
-
-
-
-
-
-
-
-
-
(2,126,695)
(2,126,695)
-
-
-
-
(2,126,695)
(2,126,695)
-
173,801
(589,981)
(9,702)
-
-
-
9,702
10,621,673
173,801
-
-
Balance at 30 June 2021
70,942,231
(4,435)
1,939,912
(62,660,602) 10,217,106
The above statement of changes in equity should be read in conjunction with the accompanying notes
25
Optiscan Imaging Limited
Statement of cash flows
For the year ended 30 June 2021
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 government grants
Consolidated
Note
2021
$
2020
$
657,925
(4,015,518)
17,111
701,242
512,931
1,328,629
(3,006,171)
4,473
226,506
50,000
Net cash used in operating activities
33
(2,126,309)
(1,396,563)
Cash flows from investing activities
Payments for property, plant and equipment
13
(30,866)
(20,186)
Net cash used in investing activities
(30,866)
(20,186)
Cash flows from financing activities
Proceeds from issue of shares
Share issue transaction costs
Repayment of lease liabilities
Proceeds from borrowings
Repayment of borrowings
Net cash from financing activities
21
11,044,967
(423,295)
(172,734)
203,065
(578,862)
-
(4,025)
(164,851)
359,546
-
10,073,141
190,670
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
7,915,966
526,361
(1,226,079)
1,752,440
Cash and cash equivalents at the end of the financial year
9
8,442,327
526,361
The above statement of cash flows should be read in conjunction with the accompanying notes
26
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
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 2021. 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.
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.
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 30.
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 2020 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'.
27
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity
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 the consolidated entity'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.
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.
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.
28
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
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.
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.
29
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
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.
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.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at
the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or
adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.
30
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
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.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments comprise
fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts
expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is
reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on
an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset
is fully written down.
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.
31
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
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.
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.
32
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
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.
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 2021. The consolidated
entity has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for
the current financial year.
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.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have,
on the consolidated entity based on known information. This consideration extends to the nature of the products and services
offered, customers, supply chain, staffing and geographic regions in which the consolidated entity operates. Other than as
addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements
or any significant uncertainties with respect to events or conditions which may impact the consolidated entity unfavourably
as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.
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 37.
33
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
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.
R&D tax incentive
Research and development tax incentive income is recognised at fair value when there is reasonable assurance that the
income will be received. The expected future R&D tax incentive, for qualifying R&D expenditure for the current financial year,
has been accrued and is also recognised on the statement of financial position. It has been established that the conditions
of this future R&D incentive have been met and that the expected amount of the incentive can be reliably measured.
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 predominantly 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 56.20% (2020: 78.7%), and other overseas
markets 43.70% (2020: 21.3%). There were two customers that contributed revenues greater than 10%, which amounted to
$865,683 during the financial year (2020: $1,112,033). In the year ended 30 June 2020 there were 2 customers that
contributed revenues greater than 10%.
All non-current assets are located in Australia.
Note 5. Revenue
Revenue
Consolidated
2021
$
2020
$
889,526
1,190,712
34
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
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)
Gateway payment
Geographical regions
Germany
China
Other (Australia and United States)
Note 6. Other income
Government grants - R&D tax incentive
COVID-19 grants and subsidies
BioMedTech Horizons program grant
Interest revenue
Other income
Consolidated
2021
$
2020
$
865,259
24,267
-
942,541
78,679
169,492
889,526
1,190,712
498,507
366,752
24,267
937,849
174,184
78,679
889,526
1,190,712
Consolidated
2021
$
2020
$
847,324
275,850
511,979
16,775
701,242
81,141
-
3,331
1,651,928
785,714
35
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 7. Expenses
Loss before income tax includes the following specific expenses:
Cost of sales
Cost of sales
Depreciation
Plant and equipment
Buildings right-of-use assets
Total depreciation
Superannuation expense
Defined contribution superannuation expense
Share-based payments expense
Share-based payments expense (Note 37)
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 26% (2020: 27.5%)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Share-based payments
R&D Grant Clawback
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
Consolidated
2021
$
2020
$
220,766
225,428
86,138
152,148
89,874
147,333
238,286
237,207
134,963
120,000
173,801
293,898
1,700,127
1,393,901
Consolidated
2021
$
2020
$
(2,126,695)
(1,765,349)
(552,941)
(485,471)
45,188
20,031
(233,304)
506,446
362
214,218
80,823
-
(206,592)
443,314
586
167,340
-
-
Consolidated
2021
$
2020
$
Deferred tax assets not recognised
Estimated unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit @ 25% (2020: 26%)
47,049,405 46,225,491
11,762,351 12,018,628
The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax losses
can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business test is passed.
36
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
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 2021 (2020: Nil).
Note 12. Current assets - other
Prepayments
37
Consolidated
2021
$
2020
$
8,442,327
526,361
Consolidated
2021
$
2020
$
257,325
12,430
847,324
139,390
986,714
701,242
44,762
746,004
1,244,039
758,434
Consolidated
2021
$
2020
$
760,166
400,625
618,242
535,998
1,160,791
1,154,240
Consolidated
2021
$
2020
$
121,723
70,639
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
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
2021
$
2020
$
512,872
(411,618)
101,254
1,178,228
(1,022,081)
156,147
2,055
(379)
1,676
260,537
(258,482)
2,055
10,000
(10,000)
-
364,905
(364,905)
-
102,930
158,202
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 2019
Additions
Depreciation expense
Balance at 30 June 2020
Additions
Depreciation expense
Balance at 30 June 2021
Note 14. Non-current assets - right-of-use assets
Plant and
equipment equipment
Production
$
$
Total
$
225,835
20,186
(89,874)
156,147
30,866
(85,759)
2,055
-
-
2,055
-
(379)
227,890
20,186
(89,874)
158,202
30,866
(86,138)
101,254
1,676
102,930
Land and buildings - right-of-use
Additions to the right-of-use assets during the previous financial year were $871,719.
Consolidated
2021
$
2020
$
572,238
724,386
The consolidated entity leases land and buildings for its offices and manufacturing under agreements of between 1 to 5 years
with, an option to extend. The lease has various escalation clauses. On renewal, the terms of the lease will be renegotiated.
38
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 14. Non-current assets - right-of-use assets (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 July 2019
Additions
Depreciation expense
Balance at 30 June 2020
Depreciation expense
Balance at 30 June 2021
Note 15. Non-current assets - other
Security deposits
Note 16. Current liabilities - trade and other payables
Trade payables
Accrued expenses
Other creditors
Refer to note 24 for further information on financial instruments.
Note 17. Current liabilities - borrowings
R&D financing loan
Refer to note 24 for further information on financial instruments.
Land and
buildings
$
Total
$
-
871,719
(147,333)
-
871,719
(147,333)
724,386
(152,148)
724,386
(152,148)
572,238
572,238
Consolidated
2021
$
2020
$
52,625
52,625
Consolidated
2021
$
2020
$
396,611
79,599
17,500
336,811
66,266
78,209
493,710
481,286
Consolidated
2021
$
2020
$
-
375,797
During the previous financial year, the consolidated entity entered into loan agreements with Radium Capital in relation to
financing its Research and Development tax credit for FY20. The consolidated entity repaid the amount outstanding during
the financial year following receipt of the R&D credit for the financial year ended 30 June 2020.
39
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 18. Current liabilities - provisions
Annual leave
Long service leave
Note 19. Non-current liabilities - lease liabilities
Lease liability
Refer to note 24 for further information on financial instruments.
Note 20. Non-current liabilities - provisions
Long service leave
Note 21. Equity - issued capital
Consolidated
2021
$
2020
$
113,911
193,667
70,252
184,062
307,578
254,314
Consolidated
2021
$
2020
$
495,927
646,767
Consolidated
2021
$
2020
$
10,258
4,884
Ordinary shares - fully paid
616,260,602 477,778,800 70,942,231 59,730,577
Consolidated
2021
Shares
2020
Shares
2021
$
2020
$
40
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 21. Equity - issued capital (continued)
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
Issue of shares to settle loans provided
Transfer from share based payments reserve
following issue of shares for conversion of
performance rights
Transaction costs of share issue
Balance
Issue of placement shares
Issue of placement shares
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
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
Capital raising costs
1 July 2019
12 December 2019
470,178,800
5,000,000
59,392,382
200,000
$0.04
12 December 2019
2,600,000
-
-
-
142,220
(4,025)
30 June 2020
29 September 2020
1 October 2020
1 February 2021
11 March 2021
11 March 2021
11 March 2021
24 March 2021
24 March 2021
1 April 2021
1 April 2021
1 April 2021
6 May 2021
1 June 2021
30 June 2021
477,778,800
29,466,500
89,485,000
40,000
800,000
200,000
1,400,000
560,000
200,000
8,800,000
4,400,000
2,300,000
305,302
425,000
100,000
-
-
$0.0825
$0.0825
$0.05
$0.05
$0.065
$0.08
$0.05
$0.08
$0.05
$0.065
$0.08
$0.15
$0.05
$0.05
-
-
59,730,577
2,430,986
7,382,513
2,000
40,000
13,000
112,000
28,000
16,000
440,000
286,000
184,000
45,795
21,250
5,000
589,981
(384,871)
Balance
30 June 2021
616,260,602
70,942,231
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.
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.
41
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 21. Equity - issued capital (continued)
The capital risk management policy remains unchanged from the 30 June 2020 Annual Report.
Note 22. Equity - reserves
Foreign currency reserve
Share-based payments reserve
Consolidated
2021
$
2020
$
(4,435)
1,939,912
(4,435)
2,365,794
1,935,477
2,361,359
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 2019
Share based payments expense
Transfer from share based payments reserve on exercise of options
Balance at 30 June 2020
Share based payments expense
Transfer from share based payments reserve on exercise of options
Cancellation of options
Balance at 30 June 2021
Note 23. Equity - dividends
Foreign
currency
transaction
reserve
$
Share based
payments
reserve
$
Total
$
(4,435)
-
-
(4,435)
-
-
-
2,214,116
293,898
(142,220)
2,209,681
293,898
(142,220)
2,365,794
173,801
(589,981)
(9,702)
2,361,359
173,801
(589,981)
(9,702)
(4,435)
1,939,912
1,935,477
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 24. 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.
42
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 24. Financial instruments (continued)
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 achiev ing
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 2021, there were no economic hedges in place in respect of net foreign
currency exposures, as there were no bank facilities in place.
At 30 June 2021, 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 - 2021
% 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%
25,732
25,732
10%
(25,732)
(25,732)
Consolidated - 2020
% 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%
1,243
1,243
10%
(1,243)
(1,243)
Price risk
The consolidated entity is not exposed to any significant price risk.
43
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 24. Financial instruments (continued)
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.
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.
44
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 24. Financial instruments (continued)
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 - 2021
Non-derivatives
Trade payables*
Accruals*
Other payables*
Lease liabilities
Total non-derivatives
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Remaining
contractual
maturities
$
387,315
88,052
18,343
668,021
1,161,731
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
387,315
88,052
18,343
668,021
1,161,731
*
These balance are non interest bearing.
Consolidated - 2020
%
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Remaining
contractual
maturities
$
Non-derivatives
Trade payables*
Accruals*
Other payables*
Lease liabilities
Other loans
Total non-derivatives
-
-
-
-
15.00%
336,811
66,266
78,209
780,283
394,587
1,656,156
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
336,811
66,266
78,209
780,283
394,587
1,656,156
*
These balance are non interest bearing.
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
Note 25. Key management personnel disclosures
Directors
The following persons were directors of Optiscan Imaging Limited during the financial year:
Mr Darren Lurie
M Robert Cooke
Dr Philip Currie
Mr Graeme Mutton
Mr Ron Song
Mr Camile Farah
Managing Director
Non-executive Chairman (appointed 19 April 2021)
Non-executive Director
Non-executive Director
Non-executive Director (appointed 10 February 2021)
Non-executive Director (appointed 6 May 2021)
45
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 25. Key management personnel disclosures (continued)
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
Share-based payments
Note 26. Remuneration of auditors
Consolidated
2021
$
2020
$
632,062
33,836
116,571
353,826
33,423
169,473
782,469
556,722
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:
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
Other professional services
Consolidated
2021
$
2020
$
74,816
51,923
4,500
7,850
19,386
-
12,350
19,386
87,166
71,309
Note 27. Contingent liabilities
The group has contingent liabilities in relation to bank guarantees on issue at balance date amounting to $52,625 (2020:
$52,625).
Note 28. Commitments
At 30 June 2021 there were no material capital commitments outstanding (2020: Nil).
Note 29. Related party transactions
Parent entity
Optiscan Imaging Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 31.
46
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 29. Related party transactions (continued)
Key management personnel
Disclosures relating to key management personnel are set out in note 25 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 $4,825,227 (2020: $1,353,975). 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
There were no loans provided during the current and previous financial years.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at commercial rates.
Note 30. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Share-based payments reserve
Accumulated losses
Total equity
47
2021
$
2020
$
(158,185)
(291,389)
(158,185)
(291,389)
2021
$
2020
$
8,342,118
305,058
8,342,118
305,058
(5,000)
(5,000)
-
-
70,942,231 59,687,157
2,434,231
(59,059,588)
1,955,225
(64,560,338)
8,337,118
3,061,800
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 30. 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 2021 and 30 June 2020.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2021 and 30 June 2020.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2021 and 30 June 2020.
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 31. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in accordance
with the accounting policy described in note 2:
Name
Optiscan Pty Ltd
Note 32. Events after the reporting period
Principal place of business /
Country of incorporation
Ownership interest
2020
2021
%
%
Australia
100.00%
100.00%
No matter or circumstance has arisen since 30 June 2021 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, other than:
• Expansion of Optiscan’s Breast Cancer Surgical Margin Assessment Trial from twenty (20) to forty (40) patients;
• Optiscan receiving its first Australian order for the FIVE2 system from a leading Australian University as part of a
Victorian Government medical technology initiative;
• The University of Adelaide Dental School receiving ethics approval for its "Proof of Concept Study: A diagnostic
tool to detect Oral Squamous Cell Carcinoma" which will utilise Optiscan's FIVE2 system.
48
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 33. Reconciliation of loss after income tax to net cash used in operating activities
Loss after income tax expense for the year
(2,126,695)
(1,765,353)
Consolidated
2021
$
2020
$
Adjustments for:
Share-based payments
Finance costs
Depreciation
Change in operating assets and liabilities:
Increase in trade and other receivables
Decrease/(increase) in inventories
Increase in prepayments
Increase in trade and other payables
Increase in other provisions
Net cash used in operating activities
Note 34. Earnings per share
173,801
35,301
238,286
293,898
16,251
237,207
(485,600)
(6,552)
(51,084)
37,596
58,638
(260,646)
968
(38,730)
87,991
31,851
(2,126,309)
(1,396,563)
Consolidated
2021
$
2020
$
Loss after income tax attributable to the owners of Optiscan Imaging Limited
(2,126,695)
(1,765,353)
Weighted average number of ordinary shares used in calculating basic earnings per share
571,435,506 474,352,570
Weighted average number of ordinary shares used in calculating diluted earnings per share 571,435,506 474,352,570
Number
Number
Basic earnings per share
Diluted earnings per share
Note 35. Share-based payments
Employee Share-Based Payment Plans
Cents
Cents
(0.37)
(0.37)
(0.37)
(0.37)
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.
49
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 35. 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.
During the financial year, the Company issued 2,000,000 unlisted options to the Non-executive Chairman who was appointed
during the year. The unlisted options were exercisable at $0.275 (27.5 cents) per option on or before 19 April 2023.
During the financial year the Company issued 200,000 unlisted options to consultants which were exercisable at $0.05 (5
cents) per option on or before 9 April 2021. The options were also converted during the financial year.
Set out below are summaries of options granted under the plan:
2021
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
30/11/2018
30/11/2018
30/11/2018
30/11/2018
20/12/2018
20/12/2018
20/12/2018
20/12/2018
09/12/2020
19/04/2021
30/11/2022
31/05/2022
30/11/2023
31/05/2023
31/05/2022
30/11/2022
31/05/2023
30/11/2023
09/04/2021
19/04/2023
$0.05
$0.05
$0.065
$0.08
$0.05
$0.05
$0.065
$0.08
$0.05
$0.275
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
-
-
25,600,000
-
-
-
-
-
-
-
-
200,000
2,000,000
2,200,000
(3,200,000)
(3,200,000)
(3,200,000)
(2,200,000)
(2,400,000)
(1,925,000)
(1,500,000)
(1,800,000)
(200,000)
-
(19,625,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
800,000
1,275,000
1,700,000
1,400,000
-
2,000,000
8,175,000
The weighted average remaining contractual life of options outstanding at the end of the financial year was 1.36 years (2020:
3.67 years).
2020
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
30/11/2018
30/11/2018
30/11/2018
30/11/2018
20/12/2018
20/12/2018
20/12/2018
20/12/2018
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
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
25,600,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,200,000
-
3,200,000
-
3,200,000
-
3,200,000
-
3,200,000
-
3,200,000
-
3,200,000
-
-
3,200,000
- 25,600,000
50
Optiscan Imaging Limited
Notes to the financial statements
30 June 2021
Note 35. Share-based payments (continued)
Set out below are the options exercisable at the end of the financial year:
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
30/11/2023
31/05/2023
30/11/2013
31/05/2022
30/11/2023
31/05/2023
30/11/2023
2021
2020
Number
Number
-
-
-
1,000,000
800,000
1,275,000
1,700,000
1,400,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
3,200,000
6,175,000 25,600,000
The weighted average share price during the financial year was $0.1170.
The options granted during the current financial year were valued using the Black and Scholes Model. The valuation model
inputs used to determine the fair value at the grant date are as follows:
Grant date
Expiry date
Share price Exercise
at grant date
price
Expected
volatility
Dividend
Risk-free
Fair value
yield
interest rate at grant date
09/12/2020
19/04/2021
09/04/2021
19/04/2023
$0.14
$0.250
$0.05
$0.275
90.00%
109.67%
-
-
0.43%
0.43%
$0.094
$0.134
51
Optiscan Imaging Limited
Directors' declaration
30 June 2021
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 2021 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
___________________________
Robert Cooke
Non-executive Chairman
30 August 2021
52
Collins Square, Tower 5
727 Collins Street,
Docklands 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 2021, 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 2021 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.
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 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.
We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How our audit addressed the key audit matter
R&D Tax Incentive – Note 6 & 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 end 30 June 2021 the
R&D amount being claimed is $847,324.
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.
Our procedures included, amongst others:
Obtaining the FY21 R&D rebate calculations prepared
by management and performed the following audit
procedures:
-
Assessing the qualifications of management and
ability to perform the calculation;
- Developing an understanding of the model,
identifying and assessing the key assumptions in
the calculation;
Testing 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 internal 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 2021, 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: https://www.auasb.gov.au/auditors_responsibilites/ar1_2020.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 the Directors’ report for the year ended 30 June 2021.
In our opinion, the Remuneration Report of Optiscan Imaging Limited, for the year ended 30 June 2021 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 2021
Optiscan Imaging Limited
Shareholder information
30 June 2021
The shareholder information set out below was applicable as at 9 August 2021.
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:
Ordinary shares
% of total
Options over ordinary
shares
% of total
Number
of holders
shares
issued
Number
of holders
shares
issued
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
748
1,105
438
1,010
451
0.08
0.51
0.58
5.91
92.92
3,752
100.00
Holding less than a marketable parcel
1,238
-
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
-
-
-
9
21
30
-
-
-
-
1.50
98.50
100.00
-
HSBC Custody Nominees (Australia) Limited
Peters Investment Pty Ltd
Ibsen Pty Ltd (Narula Family Set No.3 A/C)
Citicorp Nominees Pty Limited
BNP Paribas Noms Pty Ltd (DRP)
Lightstorm Pty Ltd (Hotspice A/C)
Harech Pty Ltd (Porter Super Fund A/C)
Mr Chris Graham + Mrs Diane Graham (C & D Graham S/F A/C)
LDL Nominees Pty Ltd (LL & DL Family A/C)
Mr Alfred J Winklemeier + Mrs Christine E Winklemier
Dr Philip J Currie + Mrs Anne J Currie (Currie Family Superfund A/C)
Sash Pty Ltd (Knezevic Super Fund A/C)
Dixson Trust Pty Limited
Semblance Pty Ltd (Graeme Mutton Retire S/Fund)
D &K Corps Retirement Pty Ltd (D & K Corps Family A/C)
Kebin Nominees Pty Ltd
Hensman Nominees Pty Ltd (Swedcan A/C)
Ibsen Pty Ltd (Ibsen Superfund A/C)
Mr Christopher J Martin
Mr Wally Knezevic
56
Ordinary shares
% of total
shares
issued
Number held
90,406,295
71,000,000
37,100,000
26,730,263
21,716,371
15,460,000
14,200,868
11,003,506
8,725,000
7,850,000
7,597,500
6,837,964
6,335,702
6,300,000
6,161,112
5,110,479
4,850,000
4,300,000
4,209,448
4,134,260
14.67
11.52
6.02
4.34
3.52
2.51
2.30
1.79
1.42
1.27
1.23
1.11
1.03
1.02
1.00
0.83
0.79
0.70
0.68
0.67
360,028,768
58.42
Optiscan Imaging Limited
Shareholder information
30 June 2021
Unquoted equity securities
Options over ordinary shares issued
Substantial holders
Substantial holders in the company are set out below:
Orchid Capital Investments Pte Ltd
Peters Investments Pty Ltd
Ibsen Pty Ltd
Voting rights
The voting rights attached to ordinary shares are set out below:
Number
on issue
Number
of holders
37,187,573
30
Ordinary shares
% of total
shares
issued
Number held
89,485,000
71,000,000
41,955,945
14.52
11.52
6.81
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