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 2022
For the year ended 30 June 2021
2. Results for announcement to the market
Revenues from ordinary activities
Loss from ordinary activities after tax attributable to the owners of
Optiscan Imaging Limited
up
up
$
13.9% to
1,013,039
99.0%
to
(4,233,037)
Loss for the year attributable to the owners of Optiscan Imaging Limited
up
99.0% to
(4,233,037)
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 $4,233,037 (30 June 2021: $2,126,695).
Financial performance
During the financial year ending 30 June 2022 (FY22), the consolidated entity generated ordinary revenue of $1,013,039
from sales, system rentals and the provision of services (2021: $889,526) and other income of $1,267,208 (2021:
$1,653,307).
Other income comprised $294,205 (2021: $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 $941,790, an increase of $94,466 from the previous corresponding period (2021: $847,324).
Total expenses for FY22 increased to $6,513,284, an increase of $1,843,756 from the corresponding period (2021:
$4,669,528). These expenses include those relating to the cost of the MDS Oral Cancer screening 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 additional employees and contractors
recruited and engaged during FY22 as the company increased its resources in production, quality assurance and human
resources.
The net operating cash outflow for the year ended 30 June 2022 was $3,833,578 compared to $2,126,309 for the previous
financial year.
Financial Position
The net assets decreased by $3,624,697 to $6,592,409 at 30 June 2022 (30 June 2021: $10,217,106). The working capital
position of the consolidated entity as at 30 June 2022 was an excess of current assets over current liabilities of $6,322,121
(30 June 2021: $9,995,498).
The decrease in the net asset position of the consolidated entity was primarily as a result of the consolidated entity
progressing with its 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 additional employees and contractors recruited and engaged during FY22 as the company increased its resources in
production, quality assurance and human resources as part of its change of management and new strategic direction.
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
1.08
1.67
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.
11. Attachments
Details of attachments (if any):
The Annual Report of Optiscan Imaging Limited for the year ended 30 June 2022 is attached.
Optiscan Imaging Limited
Appendix 4E
Preliminary final report
12. Signed
Signed ___________________________
Date: 31 August 2022
Robert Cooke
Non-executive Chairman
Optiscan Imaging Limited
ABN 81 077 771 987
Annual Report - 30 June 2022
Optiscan Imaging Limited
Contents
30 June 2022
Corporate directory
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
2
3
23
24
25
26
27
28
53
54
60
1
Optiscan Imaging Limited
Corporate directory
30 June 2022
Directors
Mr Robert Cooke - Non-executive Chairman
Prof. Camile Farah - Managing Director
Ms Karen Borg - Non-executive Director
Mr Ron Song - Non-executive Director
Mr Sean Gardiner - 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 24
November 2022.
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/
2
Optiscan Imaging Limited
Directors' report
30 June 2022
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 2022.
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
Prof Camile Farah - CEO & Managing Director (appointed as Managing Director on 13 December 2021)
Mr Ron Song - Non-executive Director
Ms Karen Borg - Non-executive Director (appointed 29 July 2021)
Mr Sean Gardiner - Non-executive Director (appointed 14 June 2022)
Mr Graeme Mutton - Non-executive Director (resigned 30 July 2021)
Mr Darren Lurie - Managing Director (resigned 13 December 2021)
Dr Philip Currie - Non-executive Director (retired 20 January 2022)
Principal activities
The principal activities of the consolidated entity during the year were the development and commercialisation of confocal
microscopes 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 collaboration cooperation agreement with Carl Zeiss Meditech;
marketing of the FIVE2 (ViewnVivo) 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 $4,233,037 (30 June 2021: $2,126,695).
Financial performance
During the financial year ending 30 June 2022 (FY22), the consolidated entity generated ordinary revenue of $1,013,039
from sales, system rentals and the provision of services (2021: $889,526) and other income of $1,267,208 (2021:
$1,653,307).
Other income comprised $294,205 (2021: $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 $941,790, an increase of $94,466 from the previous corresponding period (2021: $847,324).
Total expenses for FY22 increased to $6,513,284, an increase of $1,843,756 from the corresponding period (2021:
$4,669,528). These expenses include those relating to the cost of the MDS Oral Cancer screening 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 additional employees and contractors
recruited and engaged during FY22 as the company increased its resources in production, quality assurance and human
resources.
The net operating cash outflow for the year ended 30 June 2022 was $3,833,392 compared to $2,126,309 for the previous
financial year.
3
Optiscan Imaging Limited
Directors' report
30 June 2022
Financial Position
The net assets decreased by $3,624,697 to $6,592,409 at 30 June 2022 (30 June 2021: $10,217,106). The working capital
position of the consolidated entity as at 30 June 2022 was an excess of current assets over current liabilities of $6,322,121
(30 June 2021: $9,995,498).
The decrease in the net asset position of the consolidated entity was primarily as a result of the consolidated entity
progressing with its 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 additional employees and contractors recruited and engaged during FY22 as the company increased its resources in
production, quality assurance and human resources as part of its change of management and new strategic direction
Operational Review
New Management Team & Talent Recruitment
On 13 December 2021, the Board appointed Professor Camile Farah as CEO & Managing Director, replacing outgoing MD
Darren Lurie. Prof Farah had previously been appointed as a Non-Executive Director of Optiscan on 6 May 2021. Since his
appointment, Prof Farah has undertaken an extensive review of operations, finances, strategy, clinical applications,
marketing, personnel, and commercial agreements. He has subsequently appointed a raft of new and replacement staff in
various business units including Steven Smart (Commercial Manager), Andrew Barker (Marketing Manager), Darius Ooi
(Finance Manager), Yameena Cossins (Quality Assurance Manager), Sanchitha Fernando (Engineering Manager) in
addition to two Precision Technicians (Jesielyn Huliganga and John Vanderzee). A new business strategy with recognized
sales and marketing plans have been instigated. Refurbishments of existing office and laboratory spaces have been
undertaken to house new staff and modified functional units, in addition to leasing of additional warehousing space at the
Company’s existing site for enhanced production purposes.
Oral Cancer Screening Application
Oral Cancer Trial at Melbourne Dental School
The Melbourne Dental School (MDS) trial using the InVivage® device to improve screening, diagnosis, and treatment of oral
cancer continued throughout the year; with all planned imaging for the study complete, with data analysis ongoing. The final
report from this study is due by end September 2022, which will complete the obligations between the Company, the MDS
and the fund administrators MTP Connect acting on behalf of BioMedTech Horizons Program which awarded the Company
a grant for $971,000 to assist with this work. Imaging from this group has highlighted the ability of the Company’s technology
to image oral tissues in both health and diseased states, and has set the framework for clinical useability, contributing to the
clinical reports accompanying of the Company’s FDA submission for the InVivage® device. Analysis of data and images
collected in the study are being analyzed which should result in high quality publications describing the application of the
InVivage® in oral lesion imaging and the specific characteristics of lesion appearance under confocal laser endomicroscopy
that may be used by clinicians once the device is FDA cleared for use.
Australian Centre for Oral Oncology Research & Education
Significant progress has been made in oral lesion imaging by Professor Farah and his team in Perth using the ViewnVivo®
device, with new cases imaged with multiple dyes and correlated with histopathology. Imaging from this group has shown a
significantly strong correlation between confocal images and traditional histopathology. Advanced correlation study analysis
has been undertaken for potential development of alternative molecular markers and machine learning algorithms to enhance
imaging and improve diagnostic accuracy. The work undertaken by this group has generated data that has also been included
in the Company’s planned submission documents for FDA clearance, and is expected to lead to high quality scientific and
clinical publications of significance to researchers and clinicians in the target market of application.
Adelaide Dental School
The Adelaide Dental School has completed its ex vivo imaging of 18 excisional biopsies with the ViewnVivo® device as part
of a proof-of-principle study to demonstrate the effectiveness of the Company technology in mapping oral tissues after
excision. Discussions are ongoing with the Adelaide team to assess feasibility of engagement with further work or
collaborative studies in the field.
4
Optiscan Imaging Limited
Directors' report
30 June 2022
Preparations for seeking United States Food and Drug Administration (FDA) approval for the InVivage® device in
the United States
Significant work has been undertaken in this financial year in preparation of the Company’s FDA submission for the
InVivage® device. Additional resources, testing, assessment, and external validation has been undertaken in all areas
required for FDA clearance. The Company has received laser, electrical and electromagnetic compatibility clearance from
external agencies for the InVivage® device, in addition to stability testing conformance for the utility of the fluorescein contrast
dye base don its proposed topical application. This concludes a significant amount of internal and external testing required
to allow submission for FDA 510(k) assessment and clearance.
As the Company concluded testing requirements, planning continued for US market entry for Invivage®. Internal and external
market research, supported by assistance from the Federal Government Entrepreneurs' Programme - Growth Grant was
completed to support Optiscan’s US market entry strategy. Additional support from the Entrepreneurs’ Programme – High
Growth Accelerator Grant was also used to further assist the Company with its strategic marketing and sales channels
activities ahead of its US entry.
Breast Cancer Surgery Application
The Breast Cancer Intraoperative Assessment Ex Vivo Study at the Royal Melbourne, Frances Perry and Epworth Hospitals
continued during the financial year, with significant progress made, affected only by COVID-19 restrictions. The study was
extended from 20 to 40 patients, due to strong patient interest. A total of 38 patients with 44 lumpectomies were imaged, and
image analysis and correlation with histopathology is ongoing. Following the strong interest and response with this study, an
amendment and updated ethics application was submitted and received to increase the number of patients by another 12,
but also include imaging of the lumps during the tumor cut-up stage in the pathology laboratory. This will allow a direct
comparison between the images obtained from the external surface of the resected lump with the tumor and tumor margins
from within the lump, and provide a direct comparison between the images obtained live and the pathology histopathology
slides. This assessment will prove the feasibility of our ex vivo approach and allow preparation for a larger in vivo trial.
Pre-Clinical System - (ViewnVivo®)
The ViewnVivo system is Optiscan’s hand-held, confocal microscope designed for pre-clinical use. This device is targeted
for use by universities and medical research institutions to explore potential applications of the technology through laboratory
testing of tissue samples.
The Company has continued to invest in the translational and pre-clinical research market segment with its ViewnVivo®
device, with significant promotion of this technology at international conferences, and the signing of a distributor agreement
with China-based Sinsi Technology Co Ltd with a focus on the greater China market, including Hong Kong and Macau. This
new agreement excludes the greater Shanghai area and Taiwan, where Optiscan already has existing relationships with
local distributors. The agreement further expands Optiscan’s global footprint. Following new talent acquisition in sales and
marketing, the Company commenced a new training program for all current Distributor Partners in the Asia Pacific, with
specific focus on marketing and sales initiatives to drive the ViewnVivo® product value proposition to the pre-clinical research
market.
As sales and marketing modules are developed and delivered, Optiscan continues to investigate expanding its reach within
the EU/US for the ViewnVivo®, with discussions with various parties ongoing to further expand the Company’s global
footprint.
5
Optiscan Imaging Limited
Directors' report
30 June 2022
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 in the production phase, and CZM continues the full commercialization of the
CONVIVO®.
Optiscan received sales revenue from CZM of approximately $305k during FY22. IN the latter part of FY22, CZM increased
its orders and forecasts for Optiscan Probes, Processors and Consoles. Discussions with CZM are on-going in relation to
increased orders for products and other services.
Marketing Activities
In preparation for the planned launch of InVivage® in the US in 2023, the Company sponsored the Annual General Meeting
of the American Academy of Oral Medicine in Memphis in May, attended by key oral medicine physicians. The company
then exhibited at the 8th World Congress of the International Academy of Oral Oncology (IAOO) in Chicago in June, where
Prof. Farah was invited to present on ‘Oral Confocal Laser Endomicroscopy: A Paradigm Shift towards Real-time In Vivo
Digital Pathology.’
To more broadly raise Optiscan’s national and international profile, Prof. Farah was keynote speaker at the Saudi
Commission for Health Specialties Scientific Council of Oral Medicine & Pathology in May 2022 and presented on the
diagnosis and management of oral cancer, precancerous pathology, and the utility of optical technologies, notably Optiscan's
real time digital pathology platform. Prof. Farah also attended a number of Saudi hospital facilities. Prof. Farah then presented
at the Dental Hygienists Association of Australia in Darwin in June 2022, on novel ways to integrate dental hygienists and
oral health therapists into oral medicine practice, including telehealth opportunities available to them through the power of
real-time digital pathology.
Interest in Optiscan’s technology across all events was significant with a large number of leads generated, and the company
is looking forward to continuing to build on this momentum in preparation for the planned US launch of InVivage® in 2023.
This marketing activity is supported by a re-branding campaign for the Company which will be executed in the coming year.
ISO 13485 Audit and ERP System
Optiscan successfully passed its ISO 13485:2016 Annual Surveillance Audit. The Quality Management System is
continuously assessed as part of the ISO 13485:2016 certification. This validates Optiscan’s ability to provide products that
consistently meet customer and regulatory requirements, whilst demonstrating a commitment to the safety and quality of
medical devices. In parallel, Optiscan implemented and launched its new M1 ERP system, which provides integration and
automation capabilities in areas including procurement and manufacture through quoting and invoicing, made possible via a
vast array of business analysis and productivity tools. This new system is essential to Optiscan’s expansion and efficiency
of manufacturing operations and quality assurance and will help drive world-class operational excellence.
COVID-19 Update
Optiscan 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 limited, but the Company has developed online webinars and video presentations to undertake demonstrations remotely.
In the latter part of the financial year, interstate and international travel resumed to most markets excluding China, and this
has enhanced face to face contact with potential customers and attendance at conferences.
Business continuity
Optiscan has been able to continue its operating activities, despite the impact of the COVID pandemic. The Company has
continued to develop and manufacture its technology, receive orders, conduct trials and studies (although restricted), and
undertake regulatory testing and other preparations required for the FDA submission.
6
Optiscan Imaging Limited
Directors' report
30 June 2022
Given the impact COVID-19 continues to have on Optiscan’s customers and suppliers, the Company continued to closely
manage these relationships throughout the pandemic, with some suppliers increasing their delivery times.
Well being of employees
The Company continued to maintain a COVID-19 safe working environment, and remained committed to keeping our
employees and families safe and ensuring ongoing health and well-being. We continued to implement 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:
●
●
●
●
During the financial period, the Company issued 2,925,000 fully paid ordinary shares relating to conversion of unlisted
options following receipt of exercise notices with different exercise prices;
On 9 August 2021, the Company issued 1,000,000 unlisted options to Ms Karen Borg in conjunction with her
appointment as a Non-executive Director of the Company. The options are exercisable at $0.209 (20.9 cents) per option
on or before 29 July 2023
On 13 December 2021, the Company announced the appointment of Prof Camile Farah as CEO & Managing Director;
On 9 March 2022 , the Company issued a total of 12,000,000 unlisted options to the Managing Director following receipt
of shareholder approval at the Company's 2021 Annual General Meeting of holders. The options have an exercise price
of $0.1925 (19.25 cents) per option, with 3,000,000 options being exercisable by 9 March 2025 and 9,000,000 options
being exercisable by 9 March 2027. All of the options are subject to certain vesting conditions.
Matters subsequent to the end of the financial year
No other matter or circumstance has arisen since 30 June 2022 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, on 1 July 2022, the Company issued 200,000 fully paid ordinary shares for the conversion of 200,000
unlisted options.
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 ViewnVivo® system, 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 trial.
Risk Statement
The Group is committed to the effective management of risk to reduce uncertainty in its commercial activities and business
outcomes and to protect and enhance shareholder value. There are various risks that could have a material impact on the
achievement of the Group’s strategic objectives and future prospects.
Key risks and mitigation activities associated with the Group’s objectives are set out below:
Research and development risks
Biotechnology, scientific research, medical product development and the commercialisation of the results of that work can
be considered high-risk undertakings. Investment in research and development (R&D) companies cannot be assessed on
the same fundamentals as trading and manufacturing companies. The Company is reliant on the success of its R&D projects
and the effective and successful commercialization of the results of the Company’s R&D. The Company is developing
medical imaging systems which must undergo vigorous testing to satisfy regulatory authorities.
The development of new medical devices is an inherently high-risk process with a traditionally high rate of failure. There is
no guarantee that the Company’s R&D projects will be successful or prove themselves to be commercially effective and
successful. The failure to achieve the objectives of the Company’s R&D projects may prevent the Company from being able
to commercialise a technology. This, in turn, may cause the Company to cease being able to operate as a going concern
and have a serious adverse effect on the value of its securities. The Company strives to mitigate any potential product failures
through its investment in R&D activities.
7
Optiscan Imaging Limited
Directors' report
30 June 2022
Manufacturing and supply chain risk
The Group relies on manufacturers to supply and manufacture key components of its products and is exposed to supply
shortages, long order lead times and price increases. In addition, several of its existing suppliers are based in different
countries which results in different lead times. The Group has taken active steps to manage these risks by exploring the re-
location of some of its manufacturing and assembly elements to other countries, adopting a very specific focussed discipline
on managing its supplier relationships and procurement activities and increasing its inventory holdings of key products and
product components, with inventory on hand having increased during the year.
Distribution network risk
The vast majority of the Group’s sales are sold through its distribution network, with a number of formal distribution
agreements in place across the regions in which it operates. These agreements include minimum purchase requirements
and can, where deemed necessary, be terminated on relatively short notice. It remains important that the Group maintains
good working relationships with its key distribution partners in order to enhance its growth prospects and financial
performance. The Group’s focus on developing highly innovative and sought after products and investment in client service
capability with a view to supporting distributors and providing after sale service are mitigating factors which assist the Group
in managing this risk. Further, the regular review of its distribution partners and the adjustment of coverage across regional
and vertical markets is another mitigating factor that assists the Group in managing the distribution network risk.
Key personnel risk
The Group is reliant on its key management and technical personnel and the Group’s future prospects are dependent on
retaining and attracting suitably qualified personnel. The Group manages these risks by ensuring it adopts remuneration
practices, incentive schemes and employment policies which promote staff retention and recruitment. The Group’s
employment agreements also allow it to limit the ability of key personnel to join competitors or compete directly with the
Group.
Intellectual property risk
The Group has developed a range of proprietary items of Intellectual Property (IP) that are regarded as novel and inventive
comprising know how, hardware, software, copyright and trademarks. The value of the Group’s products is dependent on its
ability to protect this IP. The Group manages this risk by ensuring that its dealings with employees, contractors and third
parties are governed by legal agreements which support the Group’s ownership and control over its IP and the disclosure of
sensitive information belonging to the Group.
General economic conditions risks
The general economic climate may affect the performance of the Group. These factors include the general level of
international and domestic economic activity, inflation and interest rates. These factors are beyond the control of the Group
and their impact cannot be predicted.
COVID-19 risk
The COVID-19 pandemic had an impact on the Group’s operations and financial performance and may continue to have an
effect, adverse or otherwise, on the Group’s business, operations and financial performance.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State
law.
8
Optiscan Imaging Limited
Directors' report
30 June 2022
Information on directors
Name:
Title:
Qualifications:
Experience and expertise:
Mr Robert Cooke
Non-executive Chairman
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.
Memphasys Limited (ASX: MEM)
Other current directorships:
Former directorships (last 3 years): None
Special responsibilities:
Interests in shares:
Interests in options:
Member of Audit & Risk and Remuneration & Nomination Committees.
None
2,000,000 unlisted options
Experience and expertise:
Name:
Title:
Qualifications:
Prof Camile Farah
CEO & Managing Director (appointed on 13 December 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
Special responsibilities:
Interests in shares:
Interests in options:
Member of the Audit & Risk Committee
524,985 fully paid ordinary shares
12,000,000 unlisted options
9
Optiscan Imaging Limited
Directors' report
30 June 2022
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.
Other current directorships:
Former directorships (last 3 years): ResMed Inc (ASX: RMD)
Special responsibilities:
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)
Chair of the Audit & Risk Committee and member of the Remuneration & Nomination
Committee.
Nil
1,000,000 unlisted options
Interests in shares:
Interests in options:
Name:
Title:
Experience and expertise:
Mr Ron Song
Non-executive Director
Ron 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
None
Other current directorships:
Former directorships (last 3 years): None
Special responsibilities:
Chair of the Remuneration & Nomination Committee and member of the Audit & Risk
Committee.
3,000,000 fully paid ordinary shares
Nil
Interests in shares:
Interests in options:
Name:
Title:
Qualifications:
Experience and expertise:
Mr Sean Gardiner
Non-executive Director (appointed 14 June 2022)
(insert)
Sean is a Managing Director and Head of Private Investments at the Clermont Group.
Prior to joining Clermont, Sean worked at Morgan Stanley, where he spent 20 years in
equity research across three locations and in seven different roles. In 2000, he joined
the London office covering European Technology and Conglomerate stocks before, in
2005, moving to lead the EEMEA Telecom Services team. In early 2008, Sean
transferred to Dubai to setup and manage the MENA Equity Research team. Sean
relocated to Singapore in 2010 to oversee and manage the broader Asian research
product as well as roll out ASEAN Real Estate coverage. In 2016, he was promoted to
Head of ASEAN Research and ASEAN Equity Strategist. Prior to Morgan Stanley,
Sean served his Chartered Accountancy articles in South Africa and he has a B.Com
(PGDA) from the University of Cape Town.
Energy World Corporation (ASX: EWC)
Other current directorships:
Former directorships (last 3 years): None
None
Special responsibilities:
None
Interests in shares:
None
Interests in options:
10
Optiscan Imaging Limited
Directors' report
30 June 2022
Name:
Title:
Qualifications:
Experience and expertise:
Mr Darren Lurie
Managing Director (resigned 13 December 2022)
B.Comm (Hons), B.LLB (Hons)
Darren Lurie is an experienced leader of boards and management teams as Chair,
CEO and CFO. He has experience working across a range of industries operating both
domestically and internationally. Prior to joining Optiscan, Darren was the Group CFO
and Head of Corporate Development for EduCo International Group, an investee
company of Baring Private Equity Asia and a leading provider of education and related
services with campuses in the USA, Australia, Canada and Ireland, across the Higher
Education, Career and English sectors. Darren is a former chair and non-executive
director of ASX listed Farm Pride Foods Ltd (ASX:FRM), one of Australia’s leading
agribusinesses. He has fifteen years’ experience as a corporate advisor leading
finance, strategy and merger and acquisition assignments across a range of industries
Other current directorships:
None
Former directorships (last 3 years): None
None
Special responsibilities:
N/A - no longer a director of the Company
Interests in shares:
N/A - no longer a director of the Company
Interests in options:
Name:
Title:
Qualifications:
Experience and expertise:
Dr Philip Currie
Non-executive Director (retired 20 January 2022)
MBBS (Hons), FRACP, MBA
Dr Currie is a cardiologist with more than 35 years in cardiology both in the United
States and in Australia with extensive experience in medical research, clinical
cardiology and business. He has a medical degree, MBBS (Hons) from Monash
University and an MBA from the University of Michigan.
Other current directorships:
None
Former directorships (last 3 years): None
None
Special responsibilities:
N/A - no longer a director of the Company
Interests in shares:
N/A - no longer a director of the Company
Interests in options:
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
Mr Justin Mouchacca, CA
Mr Mouchacca is a qualified Chartered Accountant with over 15 years’ experience in public company responsibilities including
statutory, corporate governance and financial reporting requirements. He graduated from RMIT University in 2008 with a
Bachelor of Business majoring in Accounting. Mr Mouchacca completed the Chartered Accountants Program in 2011 and
has been appointed Company Secretary and Financial Officer for a number of entities listed on the ASX and unlisted public
companies. He specialises in the preparation of listing companies on stock exchanges, Corporations Act legislation,
corporate governance policies, statutory report writing requirements, shareholder meeting requirements and assistance in
the preparation of prospectuses, information memorandums and other disclosure documents.
11
Optiscan Imaging Limited
Directors' report
30 June 2022
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the year
ended 30 June 2022, and the number of meetings attended by each director were:
Robert Cooke
Camile Farah
Karen Borg*
Ron Song
Sean Gardiner
Philip Currie**
Darren Lurie***
Graeme Mutton****
Full Board
Attended
Held
Audit & Risk
Committee
Attended
Held
12
12
12
12
1
9
7
1
12
12
12
12
1
9
7
1
1
1
1
1
-
-
-
-
1
1
1
1
-
-
-
-
Held: represents the number of meetings held during the time the director held office or was a member of the relevant
committee.
*
Appointed 29 July 2021.
Retired 20 January 2022.
**
*** Resigned 13 December 2021.
****Resigned 30 July 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
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.
12
Optiscan Imaging Limited
Directors' report
30 June 2022
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 Group’s policy on Variable Remuneration is set out below.
Variable Remuneration - Short Term Incentive (STI)
The objective of the STI program is to link the achievement of the group’s operational targets with the remuneration received
by key management personnel with prime responsibility for meeting those targets. The total potential STI available is set at
a level so as to provide sufficient incentive to the key management personnel to achieve the operational targets and such
that the cost to the company is reasonable in the circumstances.
13
Optiscan Imaging Limited
Directors' report
30 June 2022
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 under 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. During the period, no additional STI or LTI
remuneration was awarded based on milestones.
Employment Contracts
All staff including executives are engaged under rolling employment agreements. The contracts continue indefinitely subject
to satisfactory performance, and provide one month's notice. Under the terms of the agreements:
- The company may terminate the employment agreement by providing the requisite period of written notice or by
providing payment in lieu of notice,
based on the fixed component of remuneration. Any unvested options at the expiry of the notice period will be
forfeited.
- On resignation any unvested options are forfeited.
- The company may terminate the agreement at any time without notice if serious misconduct has occurred, in which
case the executive is only entitled
to that portion of remuneration that is fixed, and only up to the date of termination.
Voting and comments made at the company's 20 January 2022 Annual General Meeting ('AGM')
At the 2021 AGM, 99.95% of the votes received supported the adoption of the remuneration report for the year ended 30
June 2021. 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.
14
Optiscan Imaging Limited
Directors' report
30 June 2022
The key management personnel of the consolidated entity consisted of the following directors of Optiscan Imaging Limited:
●
●
Mr Robert Cooke - Non-executive Chairman
Prof Camile Farah - Non-executive Director (appointed 6 May 2021) and appointed CEO & Managing Director as of 13
December 2021
Ms Karen Borg - Non-executive Director (appointed 29 July 2021)
Mr Ron Song - Non-executive Director
Mr Sean Gardiner - Non-executive Director (appointed 14 June 2022)
Mr Darren Lurie - Managing Director (resigned 13 December 2021)
Dr Philip Currie - Non-executive Director (retired 20 January 2022)
Mr Graeme Mutton - Non-executive Director - (resigned 30 July 2021)
●
●
●
●
●
●
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Cash salary
STI
Incentives
Annual
leave
Super-
Long
service
and fees
$
bonuses
$
expense
$
annuation
$
leave
$
Share-based payments
Equity-
Equity-
settled
performanc
e rights
$
settled
Options
$
Total
$
90,909
23,333
43,333
43,333
3,333
-
-
-
-
-
-
-
-
-
-
9,091
2,333
4,333
4,333
333
247,486
233,954
685,681
-
65,000
65,000
14,847
-
14,847
23,012
16,769
60,204
-
-
-
-
-
32
-
32
-
-
-
-
-
-
-
-
152,009
-
-
100,991
-
252,009
25,666
47,666
148,657
3,666
123,589
-
408,966
315,723
376,589 1,202,353
2022
Non-Executive
Directors:
Robert Cooke
Philip Currie****
Ron Song
Karen Borg*
Graeme Mutton***
Executive
Directors:
Camile Farah**
Darren Lurie**
*
**
Appointed 29 July 2021.
Mr Lurie resigned as Managing Director on 13 December 2021 and Dr Farah was appointed Managing Director on the
same day.
*** Resigned 30 July 2021.
****
Retired 20 January 2022.
15
Optiscan Imaging Limited
Directors' report
30 June 2022
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Cash salary
STI
Incentives
Annual
leave
Super-
Long
service
and fees
$
$
expense
$
annuation
$
leave
$
Share-based payments
Equity-
Equity-
settled
performanc
e rights
$
settled
Options
$
Total
$
18,740
40,000
29,333
15,337
6,108
-
-
-
-
-
-
-
-
-
-
1,780
3,800
2,787
1,457
580
-
-
-
-
-
372,544
482,062
150,000
150,000
2,644
2,644
23,432
33,836
50
50
-
-
-
-
-
-
-
116,571
-
-
-
-
137,091
43,800
32,120
16,794
6,688
-
116,571
548,670
785,163
2021
Non-Executive
Directors:
Robert Cooke*
Philip Currie
Graeme Mutton
Ron Song**
Camile Farah***
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
Karen Borg
Executive Directors:
Darren Lurie
Camile Farah
Fixed remuneration
2021
2022
At risk - STI
At risk - LTI
2022
2021
2022
2021
40%
100%
100%
100%
32%
15%
100%
100%
100%
-
100%
69%
73%
100%
-
-
-
-
-
-
-
-
-
-
-
-
27%
-
60%
-
-
-
68%
-
31%
85%
-
-
-
-
-
-
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:
Dr Camile Farah
Managing Director
13 December 2021
No fixed term.
Fixed remuneration of $385,000 per annum plus superannuation of the greater of 10%
or the statutory minimum.
The Managing Director may terminate the Agreement by providing 6 months' notice in
writing. The Company may terminate the Agreement by providing12 months' notice in
writing.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
16
Optiscan Imaging Limited
Directors' report
30 June 2022
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 2022 (2021: Nil).
Options
On 19 April 2021 upon Robert Cooke's appointment as Non-executive Director, Robert has been issued 2,000,000 unlisted
options. These options vest equally over the first year following the issue date and there are no other vesting conditions.
On 9 August 2021 the Company issued 1,000,000 unlisted options to Ms Karen Borg in accordance with her appointment to
the Board of the Company. These options vest equally over the first year following the issue date and there are no other
vesting conditions. These options vest equally over the first year following the issue date and there are no other vesting
conditions.
On 9 March 2022 , the Company issued a total of 12,000,000 unlisted options to the Managing Director following receipt of
shareholder approval at the Company's 2021 annual general meeting of holders. The options have an exercise price of
$0.1925 (19.25 cents) per option, with 3,000,000 options being exercisable by 9 March 2025 and 9,000,000 options being
exercisable by 9 March 2027. All of the options are subject to certain vesting conditions. Refer to vesting conditions noted
below. The options were issued with the following vesting conditions:
-
-
-
-
-
1,000,000 options vest on 5pm EST on 12 December 2022 subject to continued employment as Managing Director
and CEO;
2,000,000 options vest on 5pm EST on 12 December 2023 subject to continued employment as Managing Director
and CEO;
3,000,000 options vest after the Company’s volume weighted average share price is greater than or equal to $1.00
per share for a consecutive period of 15 trading days within 5 years following the date of issue;
3,000,000 options vest after the Company’s volume weighted average share price is greater than or equal to $1.50
per share for a consecutive period of 15 trading days within 5 years following the date of issue; and
3,000,000 options vest after the Company’s volume weighted average share price is greater than or equal to $2.00
per share for a consecutive period of 15 trading days within 5 years following the date of issue;
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
29 July 2021
29 July 2021
29 July 2021
29 July 2021
20 January 2022
20 January 2022
20 January 2022
20 January 2022
20 January 2022
Vesting date and
exercisable date
Expiry date
Exercise price at grant date
Fair value
per option
19 April 2023
19 July 2021
19 April 2023
19 October 2021
19 April 2023
19 January 2022
19 April 2023
19 April 2022
29 July 2023
29 October 2021
29 July 2023
29 January 2022
29 July 2023
29 April 2022
29 July 2023
29 July 2022
9 March 2025
12 December 2022
12 December 2023
9 March 2025
Subject to share price hurdle 9 March 2027
Subject to share price hurdle 9 March 2027
Subject to share price hurdle 9 March 2027
$0.275
$0.275
$0.275
$0.275
$0.209
$0.209
$0.209
$0.209
$0.1925
$0.1925
$0.1925
$0.1925
$0.1925
$0.130
$0.130
$0.130
$0.130
$0.103
$0.103
$0.103
$0.103
$0.067
$0.076
$0.081
$0.068
$0.058
17
Optiscan Imaging Limited
Directors' report
30 June 2022
Number of
Name
Robert Cooke
Robert Cooke
Robert Cooke
Robert Cooke
Karen Borg
Karen Borg
Karen Borg
Karen Borg
Camile Farah
Camile Farah
Camile Farah*
Camile Farah**
Camile Farah***
options
granted
Grant date
500,000 19-Apr-21
500,000 19-Apr-21
500,000 19-Apr-21
500,000 19-Apr-21
250,000 29-July-21
250,000 29-July-21
250,000 29-July-21
250,000 29-July-21
1,000,000 20-Jan-22
2,000,000 20-Jan -22
3,000,000 20-Jan -22
3,000,000 20-Jan -22
3,000,000 20-Jan-22
Vesting date, Vesting
Price and
exercisable date
Expiry date
19-Jul-21
19-Oct-21
19-Jan-22
19-Apr-22
29-Oct-21
29-Jan-22
29-Apr-22
29-Jul-22
12-Dec -22
12-Dec -23
15 day VWAP - $1.00
15 day VWAP - $1.50
15 day VWAP - $2.00
19-Apr-23
19-Apr-23
19-Apr-23
19-Apr-23
29-Jul-23
29-Jul-23
29-Jul-23
29-Jul-23
9-Mar-25
9-Mar-25
9-Mar-27
9-Mar-27
9-Mar-27
Fair value
per option
Exercise price at grant date
$0.275
$0.275
$0.275
$0.275
$0.201
$0.201
$0.201
$0.201
$0.1925
$0.1925
$0.1925
$0.1925
$0.1925
$0.130
$0.130
$0.130
$0.130
$0.103
$0.103
$0.103
$0.103
$0.067
$0.076
$0.081
$0.068
$0.058
*
**
Options vest after the Company’s volume weighted average share price is greater than or equal to $1.00 per share for
a consecutive period of 15 trading days within 5 years following the date of issue.
Options vest after the Company’s volume weighted average share price is greater than or equal to $1.50 per share for
a consecutive period of 15 trading days within 5 years following the date of issue.
*** Options vest after the Company’s volume weighted average share price is greater than or equal to $2.00 per share for
a consecutive period of 15 trading days within 5 years following the date of issue.
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 2022 are set out below:
Name
Robert Cooke
Karen Borg
Camile Farah
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
2022
year
2021
year
2022
year
2021
-
1,000,000
12,000,000
2,000,000
-
-
2,000,000
750,000
-
-
-
-
18
Optiscan Imaging Limited
Directors' report
30 June 2022
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 and 30 June 2022 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
Karen Borg
Karen Borg
Karen Borg
Karen Borg
Camile Farah
Camile Farah
Camile Farah
Camile Farah
Camile Farah
19-Apr-21
19-Apr-21
19-Apr-21
19-Apr-21
29-Jul-21
29-Jul-21
29-Jul-21
29-Jul-21
20-Jan-22
20-Jan-22
20-Jan-22
20-Jan-22
20-Jan-22
19-Jul-21
19-Oct-21
19-Jan-22
19-Apr-22
29-Oct-21
29-Jan-22
29-Apr-22
29-Jul-22
12-Dec-22
12-Dec-23
Various
Various
Various
500,000
500,000
500,000
500,000
250,000
250,000
250,000
250,000
1,000,000
2,000,000
3,000,000
3,000,000
3,000,000
67,145
67,145
67,145
67,145
25,785
25,785
25,785
25,785
67,000
152,000
243,000
204,000
174,000
67,145
67,145
67,145
67,145
25,785
25,785
25,785
-
-
-
-
-
-
Additional information
The earnings of the consolidated entity for the five years to 30 June 2022 are summarised below:
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2022
$
2021
$
2020
$
2019
$
2018
$
Revenue
Net profit/(loss) before tax
Net profit/(loss) after tax
1,013,039
(4,233,037)
(4,233,037)
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)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
Share price at financial year start ($)
Share price at financial year end ($)
Basic earnings per share (cents per share)
0.23
0.11
(0.68)
0.03
0.23
(0.38)
0.06
0.03
(0.37)
0.06
0.06
(0.54)
0.10
0.06
(0.61)
2022
2021
2020
2019
2018
19
Optiscan Imaging Limited
Directors' report
30 June 2022
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:
Balance at
the start of
the year
Holdings at
date
of
appointment
as KMP
Disposals/
Holdings at
date
Balance at
Additions
of cessation
as KMP
the end of
the year
-
524,985
3,000,000
-
-
23,057,500
8,725,000
11,409,404
46,716,889
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(23,057,500)
(8,725,000)
(11,409,404)
(43,191,904)
-
524,985
3,000,000
-
-
-
-
-
3,524,985
Ordinary shares
Robert Cooke
Camile Farah
Ron Song
Karen Borg*
Sean Gardiner**
Philip Currie***
Darren Lurie****
Graeme Mutton*****
Appointed 29 July 2021.
*
**
Appointed 14 June 2022.
*** Retired 20 January 2022
**** Resigned on 13 December 2021.
***** Resigned 30 July 2021.
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
Robert Cooke
Karen Borg
Camile Farah
Balance at
the start of
the year
Granted
Exercised
Holdings at
date
of cessation/
of KMP*
Balance at
the end of
the year
-
1,000,000
-
2,000,000
-
1,000,000
- 12,000,000
3,000,000 13,000,000
(1,000,000)
-
-
-
(1,000,000)
-
-
2,000,000
-
-
1,000,000
- 12,000,000
- 15,000,000
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 29 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 2022, with the exception of remuneration-related transactions disclosed in this
remuneration report.
This concludes the remuneration report, which has been audited.
20
Optiscan Imaging Limited
Directors' report
30 June 2022
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
9-Dec-20
19-Apr-21
19-Jul-21
20-Jan-22
20-Jan-22
Expiry date
30-Nov-22
31-May-23
30-Nov-23
9-Jun-23
19-Apr-23
19-Jul-23
09-Mar-25
09-Mar-27
Exercise
price
Number
under option
900,000
$0.05
1,200,000
$0.065
$0.08
900,000
$0.15 29,182,573
2,000,000
1,000,000
3,000,000
9,000,000
$0.275
$0.209
$0.1925
$0.1925
47,182,573
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
There were no ordinary shares of Optiscan Imaging Limited issued on the exercise of options during the year ended 30 June
2022 and up to the date of this report.
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the
company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company
or any related entity.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility
on behalf of the company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor
are outlined in note 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.
21
Optiscan Imaging Limited
Directors' report
30 June 2022
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
31 August 2022
22
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
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 2022, I declare that, to the best of my knowledge and
belief, there have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
M A Cunningham
Partner – Audit & Assurance
Melbourne, 31 August 2022
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘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 Limited 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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
w
Optiscan Imaging Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2022
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
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable to the owners of
Optiscan Imaging Limited
Consolidated
Note
2022
$
2021
$
5
6
7
7
8
1,013,039
889,526
1,267,208
1,653,307
(2,165,035)
(376,590)
(240,554)
(2,429,729)
(32,158)
(1,269,218)
(1,666,265)
(173,801)
(238,286)
(1,299,664)
(56,268)
(1,235,244)
(4,233,037)
(2,126,695)
-
-
(4,233,037)
(2,126,695)
-
-
(4,233,037)
(2,126,695)
Cents
Cents
Basic earnings per share
Diluted earnings per share
34
34
(0.68)
(0.68)
(0.37)
(0.37)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
24
Optiscan Imaging Limited
Statement of financial position
As at 30 June 2022
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
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
2022
$
2021
$
9
10
11
12
13
14
15
16
17
18
19
20
4,529,208
1,412,957
1,269,139
111,204
8,442,327
1,244,039
1,160,791
121,723
7,322,508 10,968,880
139,393
469,576
52,625
661,594
102,930
572,238
52,625
727,793
7,984,102 11,696,673
437,008
175,969
387,410
1,000,387
493,710
172,094
307,578
973,382
372,702
18,604
391,306
495,927
10,258
506,185
1,391,693
1,479,567
6,592,409 10,217,106
21
22
71,256,070 70,942,231
1,935,477
(62,660,602)
2,229,978
(66,893,639)
6,592,409 10,217,106
The above statement of financial position should be read in conjunction with the accompanying notes
25
Optiscan Imaging Limited
Statement of changes in equity
For the year ended 30 June 2022
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 22)
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
Consolidated
Issued
capital
$
Foreign
currency
translation
reserve
$
Share based
Accumulated
payments
reserve
$
losses
$
Total equity
$
Balance at 1 July 2021
70,942,231
(4,435)
1,939,912
(62,660,602) 10,217,106
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 22)
-
-
-
231,750
-
82,089
-
-
-
-
-
-
-
(4,233,037)
(4,233,037)
-
-
-
-
(4,233,037)
(4,233,037)
-
376,590
(82,089)
-
-
-
231,750
376,590
-
Balance at 30 June 2022
71,256,070
(4,435)
2,234,413
(66,893,639)
6,592,409
The above statement of changes in equity should be read in conjunction with the accompanying notes
26
Optiscan Imaging Limited
Statement of cash flows
For the year ended 30 June 2022
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
2022
$
2021
$
930,317
(5,928,887)
20,992
770,283
373,717
657,925
(4,015,518)
17,111
701,242
512,931
Net cash used in operating activities
33
(3,833,578)
(2,126,309)
Cash flows from investing activities
Payments for property, plant and equipment
Net cash used in investing activities
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
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
13
(124,136)
(30,866)
(124,136)
(30,866)
21
244,750 11,044,967
(423,295)
(172,734)
203,065
(578,862)
-
(200,155)
-
-
44,595 10,073,141
(3,913,119)
8,442,327
7,915,966
526,361
Cash and cash equivalents at the end of the financial year
9
4,529,208
8,442,327
The above statement of cash flows should be read in conjunction with the accompanying notes
27
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
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.
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 31 August 2022. 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.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial
performance or position of the consolidated entity.
Going concern
The financial report has been prepared on the going concern basis, which contemplates continuity of normal business
activities and realisation of assets and liabilities in the ordinary course of business. The going concern of the consolidated
entity is dependent upon it maintaining sufficient funds for its operations and commitments.
The working capital position as at 30 June 2022 of the consolidated entity results in an excess of current assets over current
liabilities of $6,322,121 (30 June 2021: $9,995,498). The consolidated entity made a loss after tax of $4,233,037 during the
financial year (2021: $2,126,695) and the net operating cash outflow was $3,833,578 (2021: $2,126,309 net outflow). The
cash balance as at 30 June 2022 was $4,529,208 (30 June 2021: $8,442,327).
As at 30 June 2022, the consolidated entity has accounted for a research and development income tax refund amount of
$941,790, which is expected to be refunded during the first half of FY23.
The Directors are of the opinion that the existing cash reserves and forecast sales will provide the consolidated entity with
adequate funds to ensure its continued viability and to operate as a going concern for a period of at least 12 months from
the date of approval of the financial statements.
28
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
The consolidated entity is in on-going discussions with Carl Zeiss Meditec (CZM) and CZM has indicated that it intends to
place further orders for product and services from the consolidated entity during FY23. During FY22 the consolidated entity
has increased its profile in Australian translational and pre-clinical research markets, including collaborating with institutions
to identify new applications including 3D tissue cultures and continuing its engagement with Monash University regarding
research applications. A number of Australian, Chinese and North American institutions have submitted or expressed their
intention to submit funding applications for the purchase of FIVE2 (ViewnVivo) systems and while the original expected timing
of some of these purchases has been delayed, the sales process is on-going. The Directors continue to monitor the ongoing
funding requirements of the consolidated entity and believe that sufficient funds can be secured if required and are of the
opinion that the financial report has been appropriately prepared on a going concern basis.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate
for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention.
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 2022 and the results of all subsidiaries for the year then ended. Optiscan Imaging
Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity' or 'Group'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an 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.
29
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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 over time as and when the completed service is delivered.
The consolidated entity'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.
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is
generally at the time of delivery.
Rendering of services
Revenue from a contract to provide services is recognised over time as the services are rendered based on either a fixed
price or an hourly rate. The provision of services mainly relate to service contracts, software consulting and process policies
which are requested from customers.
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 grant income
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.
30
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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.
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.
31
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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.
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.
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.
32
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be
settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities
are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market yields at
the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Share-based payments
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the
rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash
is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using
either the Bionomial, Trinomial 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.
33
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award
is treated as if they were a modification.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair
value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the principal
market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming
they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and
best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Performance Shares are booked in the reserve and reallocated to issued capital upon vesting.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Optiscan Imaging Limited, excluding
any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted
average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
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 2022. The consolidated
entity has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
34
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
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 Bionmial 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 36.
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 Australia 68% (2021: nil) and Germany 30%, (2021: 56%),
and other overseas markets 2% (2021: 44%). There were two customers that contributed revenues greater than 10%, which
amounted to $660,157 during the financial year (2021: $865,683).
All non-current assets are located in Australia.
35
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
Note 5. Revenue
Revenue
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Major product lines
Sale of goods (goods transferred at a point in time)
Services provided (services transferred at a point in time)
Geographical regions
Australia
Germany
China
Other
Note 6. Other income
Net foreign exchange gain
Government grants - R&D tax incentive
COVID-19 grants and subsidies
BioMedTech Horizons program grant
Interest revenue
Other income
Consolidated
2022
$
2021
$
1,013,039
889,526
Consolidated
2022
$
2021
$
991,157
21,882
865,259
24,267
1,013,039
889,526
686,000
305,157
-
21,882
-
498,507
366,752
24,267
1,013,039
889,526
Consolidated
2022
$
2021
$
10,221
941,790
-
294,205
20,992
1,379
847,324
275,850
511,979
16,775
1,267,208
1,653,307
The refundable R&D tax offset is accounted for under AASB 120 Accounting for Government Grants and Disclosure of
Government Assistance.
The R&D Tax Incentive programme provides tax offsets for expenditure on eligible R&D activities. Optiscan, having expected
aggregated annual turnover of under $20 million, is entitled to a refundable R&D credit of 43.5% (2021: 43.5%) on the eligible
R&D expenditure incurred on eligible R&D activities.
The Company received grant income during the current and previous financial year through the BioMedTech Horizons
Program, which is an initiative of the Medical Research Future Fund, operated by MTPConnect. It is designed to foster
innovative collaborative health technology development, and stimulate collaboration across disciplines and between the
research, industry, and technology sectors to maximise entrepreneurship and idea potential.
36
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
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
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 25% (2021: 26%)
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
2022
$
2021
$
175,071
220,766
87,673
152,881
86,138
152,148
240,554
238,286
217,300
134,963
376,590
173,801
2,499,173
1,700,127
Consolidated
2022
$
2021
$
(4,233,037)
(2,126,695)
(1,058,259)
(552,941)
94,147
363,409
(273,309)
971,674
5,394
(103,056)
45,189
20,031
(233,304)
506,446
362
214,217
-
-
Consolidated
2022
$
2021
$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit @ 25% (2021: 26%)
49,332,800 47,049,405
12,333,200 11,762,351
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.
37
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
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 2022 (2021: Nil).
Note 12. Current assets - other
Prepayments
38
Consolidated
2022
$
2021
$
4,529,208
8,442,327
Consolidated
2022
$
2021
$
390,879
257,325
941,790
80,288
1,022,078
847,324
139,390
986,714
1,412,957
1,244,039
Consolidated
2022
$
2021
$
768,265
500,874
760,166
400,625
1,269,139
1,160,791
Consolidated
2022
$
2021
$
111,204
121,723
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
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
2022
$
2021
$
637,008
(498,912)
138,096
512,872
(411,618)
101,254
2,055
(758)
1,297
2,055
(379)
1,676
10,000
(10,000)
-
10,000
(10,000)
-
139,393
102,930
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 2020
Additions
Depreciation expense
Balance at 30 June 2021
Additions
Depreciation expense
Balance at 30 June 2022
Note 14. Non-current assets - right-of-use assets
Land and buildings - right-of-use
Plant and
equipment equipment
Production
$
$
Total
$
156,147
30,866
(85,759)
101,254
124,136
(87,294)
2,055
-
(379)
1,676
-
(379)
158,202
30,866
(86,138)
102,930
124,136
(87,673)
138,096
1,297
139,393
Consolidated
2022
$
2021
$
469,576
572,238
The consolidated entity leases land and buildings for its offices and manufacturing under agreements of between 1 to 5
years.
39
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
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:
Land and
buildings
$
Total
$
724,386
(152,148)
724,386
(152,148)
572,238
50,219
(152,881)
572,238
50,219
(152,881)
469,576
469,576
Consolidated
2022
$
2021
$
52,625
52,625
Consolidated
2022
$
2021
$
303,178
133,830
-
396,611
79,599
17,500
437,008
493,710
Consolidated
2022
$
2021
$
175,969
172,094
Consolidated
Balance at 1 July 2020
Depreciation expense
Balance at 30 June 2021
Revaluation increments
Depreciation expense
Balance at 30 June 2022
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 - lease liabilities
Lease liability
Refer to note 24 for further information on financial instruments.
40
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
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
2022
$
2021
$
162,997
224,413
113,911
193,667
387,410
307,578
Consolidated
2022
$
2021
$
372,702
495,927
Consolidated
2022
$
2021
$
18,604
10,258
Ordinary shares - fully paid
619,405,602 616,260,602 71,256,070 70,942,231
Consolidated
2022
Shares
2021
Shares
2022
$
2021
$
41
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
Note 21. Equity - issued capital (continued)
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
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
Balance
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
1 July 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
30 June 2021
16 July 2021
9 August 2021
15 September 2021
15 September 2021
15 September 2021
15 December 2021
1 June 2022
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
-
-
616,260,602
400,000
250,000
500,000
300,000
475,000
1,000,000
220,000
-
$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)
70,942,231
20,000
37,500
40,000
19,500
23,750
80,000
11,000
82,089
$0.05
$0.15
$0.08
$0.065
$0.05
$0.08
$0.05
-
Balance
30 June 2022
619,405,602
71,256,070
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.
42
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
Note 21. Equity - issued capital (continued)
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as
value adding relative to the current company's share price at the time of the investment. The consolidated entity is not actively
pursuing additional investments in the short term as it continues to integrate and grow its existing operations in order to
maximise synergies.
The capital risk management policy remains unchanged from the 30 June 2021 Annual Report.
Note 22. Equity - reserves
Foreign currency reserve
Share-based payments reserve
Consolidated
2022
$
2021
$
(4,435)
2,234,413
(4,435)
1,939,912
2,229,978
1,935,477
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 2020
Share based payments expense
Transfer from share based payments reserve on exercise of options
Cancellation of options
Balance at 30 June 2021
Share based payments expense
Transfer from share based payments reserve on exercise of options
Balance at 30 June 2022
Note 23. Equity - dividends
Foreign
currency
transaction
reserve
$
Share based
payments
reserve
$
Total
$
(4,435)
-
-
-
(4,435)
-
-
2,365,794
173,801
(589,981)
(9,702)
2,361,359
173,801
(589,981)
(9,702)
1,939,912
376,590
(82,089)
1,935,477
376,590
(82,089)
(4,435)
2,234,413
2,229,978
There were no dividends paid, recommended or declared during the current financial year (2021: nil).
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.
43
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
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 achieving
the Group's financial targets whilst protecting future financial security.
The Group enters into derivative transactions from time to time, mainly forward currency contracts. The purpose is to manage
the currency risks arising from the Group's operations. These derivatives provide economic hedges, but do not qualify for
hedge accounting and are based on limits set by the Board. It is, and has been throughout the period under review, the
Group’s policy that no trading in financial instruments shall be undertaken.
The main risks arising from the Group's financial instruments are foreign currency risk, liquidity risk, interest rate risk and
credit risk. The Group uses different methods to measure and manage different types of risks to which it is exposed. These
include monitoring levels of exposure to interest rate and foreign exchange risk and assessments of market forecasts for
interest and foreign exchange rates. Liquidity risk is monitored through the development of future rolling cash flow forecasts
and regular internal reporting. There is a lesser degree of risk management in relation to interest rate risk and credit risk, as
these are considered to have less capacity to materially impact the Group’s financial position at the present time.
The Board reviews and agrees policies for managing each of these risks as summarised below. Primary responsibility for
identification and control of financial risks rests with the Board. It reviews and agrees policies for managing each of the risks,
including the use of derivatives, hedging cover of foreign currency, credit allowances, and future cash flow forecast
projections.
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset,
financial liability and equity instrument are disclosed in note 2 to the financial statements.
Market risk
Foreign currency risk
As nearly all of the Group’s sales revenue and accounts receivable, as well as some expenses and inventory purchases, are
denominated in United States Dollars and Euro, the Group's statement of financial position can be affected by significant
movements in these exchange rates. At 30 June 2022, 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 2022, 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 - 2022
% 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%
39,088
39,088
10%
(39,088)
(39,088)
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)
Price risk
The consolidated entity is not exposed to any significant price risk.
44
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
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.
45
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
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 - 2022
Non-derivatives
Trade payables*
Accruals*
Lease liabilities
Total non-derivatives
*
These balance are non-interest bearing.
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
$
432,057
4,951
175,969
612,977
-
-
175,969
175,969
-
-
196,733
196,733
-
-
-
-
432,057
4,951
548,671
985,679
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
172,094
665,804
-
-
-
175,969
175,969
-
-
-
319,958
319,958
-
-
-
-
-
387,315
88,052
18,343
668,021
1,161,731
*
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:
M Robert Cooke
Prof Camile Farah
Mr Ron Song
Ms Karen Borg
Mr Sean Gardiner
Mr Graeme Mutton
Mr Darren Lurie
Mr Philip Currie
Non-executive Chairman
CEO & Managing Director (appointed as Managing Director
on 13 December 2021)
Non-executive Director
Non-executive Director (appointed 29 July 2021)
Non-executive Director (appointed 14 June 2022)
Non-executive Director (resigned 30 July 2021)
Managing Director (resigned 13 December 2021)
Non-executive Director (retired 20 January 2022)
46
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
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
2022
$
2021
$
765,528
60,236
376,589
634,706
33,886
116,571
1,202,353
785,163
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
2022
$
2021
$
71,000
74,816
11,000
6,000
4,500
7,850
17,000
12,350
88,000
87,166
Note 27. Contingent liabilities
The group has contingent liabilities in relation to bank guarantees on issue at balance date amounting to $52,625 (2021:
$52,625).
Note 28. Commitments
At 30 June 2022 there were no material capital commitments outstanding (2021: 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.
Key management personnel
Disclosures relating to key management personnel are set out in note 25 and the remuneration report included in the
directors' report.
47
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
Note 29. Related party transactions (continued)
Transactions with Subsidiaries
Inter-company transactions during the financial year between the parent entity, Optiscan Imaging Limited and subsidiary,
Optiscan Pty Ltd amounted to $4,360,000 (2021: $4,825,227). 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
2022
$
2021
$
(358,228)
(151,185)
(358,228)
(151,185)
2022
$
2021
$
4,245,228
8,342,118
4,245,228
8,342,118
(13,000)
(5,000)
(13,000)
(5,000)
71,726,470 70,942,231
1,955,225
(64,560,338)
2,234,413
(69,728,655)
4,232,228
8,337,118
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 2022 and 30 June 2021.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2022 and 30 June 2021.
48
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
Note 30. Parent entity information (continued)
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2022 and 30 June 2021.
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
2021
2022
%
%
Australia
100.00%
100.00%
No other matter or circumstance has arisen since 30 June 2022 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, on 1 July 2022, the Company issued 200,000 fully paid ordinary shares for the conversion of 200,000
unlisted options.
No other matter or circumstance has arisen since 30 June 2022 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.
Note 33. Reconciliation of loss after income tax to net cash used in operating activities
Consolidated
2022
$
2021
$
Loss after income tax expense for the year
(4,233,037)
(2,126,695)
Adjustments for:
Share-based payments
Finance costs
Depreciation
Change in operating assets and liabilities:
Increase in trade and other receivables
Increase in inventories
Decrease/(increase) in prepayments
Increase/(decrease) in trade and other payables
Increase in other provisions
Net cash used in operating activities
376,590
30,586
240,554
173,801
35,301
238,286
(168,933)
(108,348)
10,519
(69,687)
88,178
(485,600)
(6,552)
(51,084)
37,596
58,638
(3,833,578)
(2,126,309)
49
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
Note 34. Earnings per share
Loss after income tax attributable to the owners of Optiscan Imaging Limited
(4,233,037)
(2,126,695)
Weighted average number of ordinary shares used in calculating basic earnings per share
618,428,903 571,435,506
Weighted average number of ordinary shares used in calculating diluted earnings per share 618,428,903 571,435,506
Number
Number
Consolidated
2022
$
2021
$
Basic earnings per share
Diluted earnings per share
Note 35. Share-based payments
Employee Share-Based Payment Plans
Cents
Cents
(0.68)
(0.68)
(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 2021 Annual General Meeting held on 20 January 2022, shareholders approved the grant of 12,000,000
unlisted options to the Company's Managing Director, Prof. Camile Farah, which were issued on 9 March 2022 with an
exercise price of $0.1925 (19.25 cents) per option, and 3,000,000 options being exercisable by 9 March 2025 and 9,000,000
options being exercisable by 9 March 2027. All of the options are subject to certain vesting conditions.
During the financial year, the Company issued 1,000,000 unlisted options to Non-executive Director, Ms Karen Borg, who
was appointed during the year. The unlisted options were exercisable at $0.209 (20.9 cents) per option on or before 29 July
2023.
Set out below are summaries of options granted under the plan:
2022
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
20/12/2018
20/12/2018
20/12/2018
20/12/2018
19/04/2021
29/07/2021
20/01/2022
20/01/2022
31/05/2023
31/05/2022
30/11/2022
31/05/2023
30/11/2023
19/04/2023
29/07/2023
09/03/2025
09/03/2027
$0.08
$0.05
$0.05
$0.065
$0.08
$0.275
$0.209
$0.1925
$0.1925
1,000,000
800,000
1,275,000
1,700,000
1,400,000
2,000,000
-
-
-
-
-
-
-
-
-
1,000,000
3,000,000
9,000,000
8,175,000 13,000,000
(1,000,000)
(720,000)
(375,000)
(300,000)
(500,000)
-
-
-
-
(2,895,000)
-
(80,000)
-
-
-
-
-
-
-
-
-
900,000
1,400,000
900,000
2,000,000
1,000,000
3,000,000
9,000,000
(80,000) 18,200,000
50
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
Note 35. Share-based payments (continued)
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
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
30/11/2018
19/04/2021
09/08/2021
30/11/2023
31/05/2022
30/11/2023
31/05/2023
30/11/2023
19/04/2023
29/07/2023
2022
2021
Number
Number
-
-
900,000
1,400,000
900,000
2,000,000
750,000
1,000,000
800,000
1,275,000
1,700,000
1,400,000
-
-
5,950,000
6,175,000
The weighted average exercise price during the financial year was $0.1801.
The 1,000,000 options granted to Ms Karen Borg during the current financial year were valued using the Black and Scholes
Model. The options issued to Ms Borg vest equally of four quarters from the issue date and subject to Ms Borg being
appointed a Director at that point in time of vesting.
The 12,000,000 options granted to Prof. Camile Farah during the current financial year were valued using the Binomial (STI
options) and Trinomial (LTI options) valuation methods as they are subject to certain market based vesting conditions as
outlined below:
●
●
●
●
●
1,000,000 options vest on 5pm EST on 12 December 2022 subject to continued employment as Managing Director and
CEO (STI option);
2,000,000 options vest on 5pm EST on 12 December 2023 subject to continued employment as Managing Director and
CEO (STI option);
3,000,000 options vest after the Company’s volume weighted average share price is greater than or equal to $1.00 per
share for a consecutive period of 15 trading days within 5 years following the date of issue (LTI option);
3,000,000 options vest after the Company’s volume weighted average share price is greater than or equal to $1.50 per
share for a consecutive period of 15 trading days within 5 years following the date of issue (LTI option); and
3,000,000 options vest after the Company’s volume weighted average share price is greater than or equal to $2.00 per
share for a consecutive period of 15 trading days within 5 years following the date of issue (LTI option).
The valuation model inputs used to determine the fair value at the grant date are as follows:
51
Optiscan Imaging Limited
Notes to the financial statements
30 June 2022
Note 35. Share-based payments (continued)
Grant date
Expiry date
09/08/2021
20/01/2022
20/01/2022
20/01/2022
20/01/2022
20/01/2022
29/07/2023
09/03/2025
09/03/2025
09/03/2027
09/03/2027
09/03/2027
Share price Exercise
at grant date
price
Expected
volatility
Dividend
Risk-free
Fair value
yield
interest rate at grant date
$0.19
$0.18
$0.18
$0.18
$0.18
$0.18
$0.209
$0.192
$0.192
$0.192
$0.192
$0.192
109.67%
75.00%
75.00%
75.00%
75.00%
75.00%
-
-
-
-
-
-
0.43%
1.39%
1.39%
1.67%
1.67%
1.67%
$0.103
$0.067
$0.076
$0.081
$0.068
$0.058
52
Optiscan Imaging Limited
Directors' declaration
30 June 2022
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 2022 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
31 August 2022
53
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
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 subsidiary (the
Group), which comprises the consolidated statement of financial position as at 30 June 2022, 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 2022 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 (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘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 Limited 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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
w
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.
Key audit matter
Going concern – Note 2
The Group is currently in its research and development
phase, and as such, it has significant recurring losses,
and negative cash flows from operating activities. As a
result, the Group relies on sufficient cash reserves to
fund its future operations.
For the year ended 30 June 2022, the Group has
recorded a loss after income tax of $4.2 million and a
net cash outflow from operations of $3.8 million. As at
30 June 2022, the Group had cash reserves of $4.5
million, as disclosed in Note 9.
Notwithstanding the above, the Group has prepared
the financial report on the going concern basis, which
assumes continuity of normal operations into the
foreseeable future.
In determining the appropriateness of preparing the
financial report on a going concern basis, the directors
have made several judgements, including the timing
and quantification of revenue and expenditure cash
inflows and outflows.
Our assessment of the directors’ conclusion that the
Group is a going concern is a key audit matter given
the significant judgement involved in estimating future
cash flows of the Group.
How our audit addressed the key audit matter
Our procedures included, amongst others:
• Obtaining the Group’s board-approved going
concern assessment and supporting cashflow
forecasts;
•
•
•
•
Checking the model for arithmetic accuracy;
Corroborating key assumptions against
supporting evidence and considering the
historical reliability of the Group’s cashflow
forecasts;
Enquiring of key management personnel as to
the pipeline of customer orders and current
discussions with key prospective customers;
Performing sensitivity analysis on the cashflow
forecast prepared by management;
• Obtaining support for enforceable
arrangements with commercial partners to
evaluate the revenue expectations made by
the Group;
•
•
Enquiring as to the cost deferral/reduction
opportunities and other options available to the
Group should there be delays in the
achievement of these anticipated commercial
sales; and
Assessing the adequacy of the disclosures
regarding going concern in the financial
statements.
R&D tax incentive – Notes 6 and 10
Optiscan Imaging Limited determines the eligibility of
the research and development (R&D) activities under
the Australian government tax incentive scheme.
The R&D receivable as at 30 June 2022 was $941,740
and the R&D tax incentive income recognised in the
consolidated statement of profit or loss and other
comprehensive income was $941,790 for the year then
ended.
There is inherent subjectivity involved in the Group's
judgements in relation to the calculation and
recognition of the R&D tax incentive income and
receivable, with several assumptions made in
determining the eligibility of claimable expenses.
An expert assisted the Group with reviewing the
eligibility of expenses and with the lodgement of the
R&D tax incentive claim.
Our procedures included, amongst others:
• Obtaining an understanding of the process
undertaken to calculate the R&D tax incentive;
•
Evaluating the competence, capabilities and
objectivity of the specialist engaged by the
Group to review the R&D expenditure;
•
Utilising an internal R&D tax specialist to:
- Review the methodology used by the
Group for consistency with the R&D tax
offset rules; and
- Consider the nature of the expenses
against the eligibility criteria of the R&D tax
incentive scheme to assess whether the
expenses included in the estimate were
likely to meet the eligibility criteria;
Grant Thornton Australia Limited
Key audit matter
How our audit addressed the key audit matter
Due to the above reasons, this was assessed as a key
audit matter.
•
•
•
•
•
Inspecting supporting documentation for a
sample of expenses claimed to assess the
validity of the claimed amount and eligibility
against the R&D tax incentive scheme criteria;
Comparing the nature of R&D expenditure
included in the current year estimate to the
prior year claim;
Considering the Group’s history of successful
claims;
Inspecting copies of relevant correspondence
with Aus Industry and the Australian Taxation
Office related to the claims; and
Assessing the adequacy of the Group’s
disclosures in relation to the R&D tax
incentive.
Share-based payment transactions (Refer to notes 2, 3, 21 and 22)
Our procedures included, amongst others:
•
•
•
•
•
•
•
•
Verifying the mathematical accuracy of the
share option valuation provided by
management using an appropriate pricing
model; and
Agreeing other key inputs to the relevant terms
within the share option agreements;
Agreeing the issue of options to relevant
Company registers;
Reviewing the assumptions applied by
management for reasonableness with relevant
market data;
Reviewing the volatility inputs utilised in the
option valuation model;
Reviewing management’s documented
assessment of the vesting conditions and
probability rates used;
Engaging with our valuations specialist to
review the reasonableness of the calculation;
and
Assessing the adequacy of the Group’s
disclosures with respect to share-based
payments.
The Group provided benefits to employees and
directors through share-based payment transactions to
remunerate and incentivise performance. These share-
based payment transactions are accounted for as
equity-settled share-based payments in accordance
with AASB 2 Share-based Payment.
During the current period, share-based payment
transactions included the following:
•
•
At the Company’s 2021 Annual General Meeting
held on 20 January 2022, shareholders approved
the grant of 12,000,000 unlisted options to the
Company's Managing Director, Prof. Camile
Farah. The options were issued on 9 March 2022
with an exercise price of $0.1925 per option, with
3,000,000 options being exercisable by 9 March
2025 valued using the Binomial and 9,000,000
options being exercisable by 9 March 2027. All of
the options are subject to certain vesting
conditions; and
The Company issued 1,000,000 unlisted options
to Non-executive Director, Ms Karen Borg, who
was appointed during the year. The unlisted
options were exercisable at $0.209 per option on
or before 29 July 2023.
The total share-based payment expense of $376,590
was recognised in the consolidated statement of profit
and loss and other comprehensive income and
$376,590 was brought directly to the consolidated
statement of changes in equity during the year through
the share-based payments reserve, net of $82,089
transferred to issued capital as a result of the exercise
of options during the period.
Grant Thornton Australia Limited
Key audit matter
How our audit addressed the key audit matter
The options were valued using either the Black
Scholes, Binomial or Trinomial Model. The model
inputs include volatility, dividend yield and the risk-free
rate, which require judgement. In addition, the Binomial
and Trinomial Models evaluate price variances over
time to help determine the price of an option, which is
particularly important when valuing options with
market-based vesting conditions.
The accounting for share-based payments is a key
audit matter because of management judgement
involved in the option valuation and the financial
significance.
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 2022, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the Directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1_2020.pdf. This
description forms part of our auditor’s report.
Grant Thornton Australia Limited
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 2022.
In our opinion, the Remuneration Report of Optiscan Imaging Limited, for the year ended 30 June 2022
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, 31 August 2022
Grant Thornton Australia Limited
Optiscan Imaging Limited
Shareholder information
30 June 2022
The shareholder information set out below was applicable as at 25 August 2022.
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
743
1,073
432
993
433
0.06
0.50
0.56
5.67
93.21
3,674
100.00
Holding less than a marketable parcel
1,601
-
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
16
25
-
-
-
-
1.18
98.82
100.00
-
Peters Investments Pty Ltd
HSBC Custody Nominees (Australia) Limited
Ibsen Pty Ltd (Narula Family Set No.3 A/C)
Citicorp Nominees Pty Limited
BNP Paribas Noms Pty Ltd (DRP)
Harech Pty Ltd (Porter Super Fund A/C)
Mr Chris Graham + Mrs Diane Graham (C & D Graham S/F A/C)
Sash Pty Ltd (Knezevic Super Fund A/C)
Dixson Trust Pty Limited
D &K Corps Retirement Pty Ltd (D & K Corps Family A/C)
Kebin Nominees Pty Ltd
Semblance Pty Ltd (Graeme Mutton Retire S/Fund)
Mr Alfred J Winklemeier + Mrs Christine E Winklemier
Ibsen Pty Ltd (Ibsen Superfund A/C)
BNP Paribas Noms Pty Ltd Hub24 Custodial Serv Ltd (DRP A/C)
Mr Christopher J Martin
Mr Wally Knezevic
Mr Peter Delaney
Mr Graeme L Mutton
Mr Kah C Lee
60
Ordinary shares
% of total
shares
issued
Number held
106,500,000
92,531,264
37,750,000
28,885,140
23,301,677
14,200,868
12,750,000
6,837,964
6,355,702
6,161,112
5,110,479
5,000,000
4,710,000
4,600,000
4,400,000
4,209,448
4,134,260
4,000,000
3,733,333
3,500,000
17.19
14.94
6.09
4.66
3.76
2.29
2.06
1.10
1.03
0.99
0.83
0.81
0.76
0.74
0.71
0.68
0.67
0.65
0.60
0.57
378,671,247
61.13
Optiscan Imaging Limited
Shareholder information
30 June 2022
Unquoted equity securities
Options over ordinary shares issued
Substantial holders
Substantial holders in the company are set out below:
Peters Investments Pty Ltd
Orchid Capital Investments Pte Ltd
Ibsen Pty Ltd
Voting rights
The voting rights attached to ordinary shares are set out below:
Number
on issue
Number
of holders
47,182,573
20
Ordinary shares
% of total
shares
issued
Number held
106,500,000
89,485,000
42,100,000
17.19
14.45
6.80
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.
61