More annual reports from Oventus Medical Limited:
2020 ReportANN UAL
R E P O R T
2017
CHANGING
TREATMENT
CHANGING
LIVES
CONTENTS
About Oventus Medical Limited
Chairman’s and Managing Director’s message
Operations overview
Changing treatment – changing lives
Our business strategy
Spotlight on Modern Dental
Board and Management
Financial report
Corporate directory
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02
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53
OVENTUS MEDICAL ANNUAL REPORT 2017
ABO UT OVENT U S
ME DI CA L LIM IT ED
MESSAGE
Oventus Medical Limited (ASX: OVN) has commercialised a range of oral devices to provide clinically
superior outcomes for patients in the fast-growing markets of obstructive sleep apnoea (OSA) and
snoring. Additional complementary products are being developed that are designed to provide a viable
alternative for people that are currently prescribed a mask connected to a Positive Airway Pressure
(PAP) machine.
WHAT IS OBSTRUCTIVE SLEEP APNOEA?
Obstructive Sleep Apnoea – or OSA – is the most common type of ‘sleep apnoea’.
It affects around 34% of men and 17% of women1.
OSA impacts the way people breathe when they are sleeping, where breathing is briefly
interrupted or becomes very shallow during sleep. It occurs when the soft tissue in the back
of the throat relaxes during sleep and blocks the airway, often causing snoring as well.
34%
17%
OSA IS A GLOBAL HEALTH AND ECONOMIC ISSUE2,3
80%
$26.2
BILLION
$40.1
BILLION
The number of sufferers
which are out of care. Many
people find it difficult to
tolerate the current gold
standard treatment – a
mask connected to a positive
airway (PAP) machine
Inadequate sleep
imposed financial
losses of $26.2 billion
in Australia alone, in
2016-17
Inadequate sleep
contributed to loss of
wellbeing valued at
$40.1 billion in Australia
alone, in 2016-17
OSA IS A SERIOUS DISORDER WHICH CAN LEAD TO MUCH GREATER HEALTH IMPLICATIONS
Immediate OSA effects include:
– Fatigue
– Daytime sleepiness
– Lost productivity
– Occupational health and safety risk
Recognised longer term issues include:
– Diabetes
– Strokes
– Heart Disease
– High blood pressure
– Heart failure
– Depression
– Increased incidence of accidents and workplace injuries
1 Peppard PE, Young T, Barnet JH, Palta
M, Hagen EW, Hla KM. Increased
prevalence of sleep-disordered
breathing in adults. American Journal
of Epidemiology 2013; 177:1006-14
2 Sleep Apnea Diagnostic & Therapeutic
Devices Market report, Markets and
Markets, page 40
3 Asleep on the job Costs of inadequate
sleep in Australia, Sleep Health
Foundation, August 2017
OVENTUS MEDICAL ANNUAL REPORT 2017
01
CHAI RMAN ’S AND
MANAG ING DIRECTO R’S
MESSAGE
FY17 H AS SEEN
OVEN TU S DRIV E I TS
PRODUCT RAN GE A ND
COMMERCIALIS ATI ON
PLANS FORWARD
Mel Bridges – Chairman
Neil Anderson - CEO and Managing Director
02
OVENTUS MEDICAL ANNUAL REPORT 2017
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Dear Shareholders, we are delighted to present Oventus Medical’s annual report for the 2017
financial year.
The theme of this year’s report is Changing Treatment, Changing Lives, which speaks to the positive
impact that the Oventus Airway range of oral appliances for Obstructive Sleep Apnoea (OSA) has made
on patients using our O2Vent appliances. During the year in review, we received consistent feedback
from individual patients and via our clinical trials that these new treatments for OSA really do have the
ability to significantly change lives.
Indeed on all fronts, it has been a productive and exciting year as we have worked to enhance
and commercialise our proprietary product range. The year culminated with the signing of a
key manufacturing and distribution agreement with the world-leading Modern Dental Group,
designed to enable the treatment of patients through Modern’s global dental channel and
consequently ramp up Oventus’ product sales.
Our technology is unique in what is already a large and lucrative market with just 20% of patients
in care. Our O2Vent oral appliances are the only technology on the market that address resistance
and obstructions at all levels of the airway to enhance airflow and, as a solution that is well-
tolerated by patients, improve treatment outcomes. As such, our O2Vent oral appliance devices
are distinct from our competitors in this large and lucrative field.
SLEEP – A LARGE AND GROWING MARKET
Sleep disorders are a large and often undiagnosed problem across the globe. We know that
sleep apnoea affects between 4-9%4 of the global population. In the USA alone, there were
estimated to be 22 million5 sleep apnoea sufferers in 2015. The global market is expected to
be worth about US$5.61 billion by 20206 – and that is acknowledging that only 20% of sufferers
are currently in care. On average, these numbers are growing by a 15-20% compound annual
growth rate, making the market opportunity to assist patients enormous.
THE PROBLEM WITH EXISTING TREATMENT OPTIONS
We know that around 80% of patients are out of care. While some are yet to be diagnosed,
many sufferers have fallen out of care because of their inability to tolerate the existing
standard of care treatment called CPAP – or Continuous Positive Airway Pressure. CPAP
requires patients to wear a mask to bed which is designed to keep the airways open while they
sleep, to prevent them from having “sleep events” (a phrase that refers to what happens when
patients stop breathing whilst sleeping).
When used well, CPAP devices are tremendously effective. The trouble is that 50%7 of patients
find they can’t tolerate them and they fall out of treatment after a year. The issue with CPAP
occurs as patients can find it hard to adhere to wearing a facial mask, and have discomfort
associated with high operating pressures which are necessary to keep the breathing airway open.
4 https://www.nature.com/articles/srep28712
5 https://www.sleepapnea.org/learn/sleep-apnea-information-clinicians/
6 Sleep Apnoea Diagnostic & Therapeutic Devices Market, Global End-User Analysis, Competitive Landscape & Forecast to 2020,
Markets and Markets 2015, Table 98, calculated using a conversion of US$1=Aust$1.30. China data – Anti-snoring Devices and
Snoring Surgery Market: 2016-2024 p101. Excludes cost of CPAP machine.
7 Ballard RD, Gay PC, Strollo PJ. Interventions to improve compliance in sleep apnoea patients previously non-compliant with
continuous positive airway pressure (CPAP), JCSM 2007, Vol 3, No7, 706-12. Collen, J., Lettieri, C., Kelly, w., and Roop, S. Clinical
and polysomnographic predictors of short-term continuous positive airway pressure (CPAP) compliance
OVENTUS MEDICAL ANNUAL REPORT 2017
03
CHAI RMAN ’S AND
MANAG ING DIRECTO R’S
MESSAGE
OUR O2VENT ORAL APPLIANCE
KEY AGREEMENTS TO LEAD GLOBAL GROWTH
Our appliances are built with the patient in mind; each O2Vent
is custom fitted and 3D printed for the comfort of patients.
This negates the need for surgical interventions and other less
tolerable alternatives.
While we announced several important agreements in FY17,
key to accelerating sales in 2018 was the global distribution
agreement we executed with Modern Dental Group right at the
close of FY17 in June.
The O2Vent incorporates Oventus’ proprietary airway technology
which allows patients to breathe through the device airway in the
mouth, delivering air to the back of the tongue via a channel while
also bringing forward the lower jaw to create space in the throat
area. The appliance acts like a second nose and reduces negative
pressure swings and addresses multiple levels of obstruction while
breathing. Additionally the O2Vent treatment platform is being
adapted as a mask-less and ultralow pressure CPAP interface,
making CPAP treatment more tolerable for those that require it.
The O2Vent is unlike other oral appliances which only bring the
lower jaw forward and deal with tongue based obstructions.
The O2Vent is a cost effective and patient-friendly solution which
is relatively easy to access and can deliver immediate relief
to patients. For many of our patients who have struggled for
years to find an acceptable and tolerable treatment, the O2Vent
appliances have been life changing.
We believe our product range can deliver a superior solution for
patients that are currently in care and, and those who are out of
care. As we move into FY18, Oventus is positioning itself to begin
capturing greater share of those two customer segments, with
the support of strong distribution relationships and an expanded
product range.
Modern is the world’s largest dental prosthetic device provider.
The company is based in Hong Kong and listed on the Hong Kong
Stock Exchange, with over 70 sales and customer service centres
across major markets such as North America, Europe, Australia
and the Greater China regions. We are now preparing to launch
our range with Modern Dental, and we believe our collaboration
with this group will provide us with a strong foothold in the US,
where it is our exclusive partner, as well as into other geographic
markets including Australia.
The agreement between Oventus and Modern Dental is
significant. Under the arrangement, Modern will take global
ownership for distributing Oventus’ oral devices through their
dental channels. All sales, marketing and distribution of Oventus’
devices will become the responsibility of Modern.
THE O 2VENT IS A COST
EFFECTIVE SOLUTION
WHICH IS EASY TO
ACCESS AND CAN DELIVER
IMMEDIATE RELIEF TO
PATIENTS
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OVENTUS MEDICAL ANNUAL REPORT 2017
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For Oventus, this tremendous arrangement enables us to
direct our limited resources towards supporting a large and
very engaged channel partner. The Oventus team will supply
Modern with training, marketing assistance, product and close
support to facilitate the successful sale into Modern’s global
dental channel. We have also reached a cost effective co-
manufacturing agreement with Modern.
We continue to develop in-house ways in which we can more
quickly reach sufferers of OSA, and will have another innovation
in market in 2018 through the development of a temporary
‘boil and bite’ O2Vent device. This would see sufferers visit
a sleep clinician or pharmacist and leave with a trial device.
This could be while a custom-made, more expensive device
is being manufactured or before committing to investing in a
titanium custom-made version of the product. We expect this
will translate to more sales of the full product over time, while
providing an entry-level product for patients who need to be
convinced of the merits of this new approach.
TAPPING INTO THE CPAP MARKET
Through another product innovation, our O2Vent oral appliance
range will importantly also have a role in the burgeoning
CPAP market.
We are in the process of developing an Oventus branded “PAP
connection”, a device which can provide additional airway
support when connected to one of our oral appliances. We are
on track to file for regulatory clearance for this exciting product
in the first half of calendar 2018.
Once in market, the Oventus CPAP device will enable patients
to access the benefits of conventional CPAP technology without
the need to wear a facial mask, by connecting the CPAP device
to the O2Vent. The CPAP connection is also able to operate
at significantly lower pressure thereby creating a far more
comfortable and tolerable experience for patients.
MEETING REGULATORY AND CLINICAL MILESTONES
An important milestone was met immediately after the financial
year end whereby the USA FDA cleared our O2Vent winged device
for sale and marketing approval in the US market. This device is
also listed in Australia on the Australian Register of Therapeutic
Goods (ARTG).
We continue to build clinical evidence to validate our O2Vent
device and CPAP interface. A number of studies are ongoing and
we expect to release results later this year and early next year.
FUNDING ACTIVITIES AND INVESTOR RELATIONS
Oventus listed on the ASX in July 2016 with a fully subscribed initial
public offering. We were pleased to have the opportunity to meet
with investors in both 1:1 meeting settings and via conferences.
In June 2017, we announced a $7 million capital raise, and we
are greatly appreciative to our shareholders for their support
in this process. This capital will be used to accelerate sales
alongside Modern Dental Group, complete R&D for key products,
progress clinical trials and secure regulatory approvals. The
culmination of our efforts throughout the year puts us in a
strong position to achieve key milestones ahead of us, including
becoming cash flow positive in 2019.
We would like to thank fellow Board members, our founder and
Clinical Director, Dr Chris Hart, and the entire Oventus team for
their dedication and hard work throughout the year. We would
also like to thank our shareholders for their continued support,
and we look forward to engaging with you in the year ahead while
we continue along our path to changing treatments and changing
lives for the patients we serve.
Yours sincerely,
We believe the addition of a CPAP connector into our range
places Oventus in a unique position to meet the needs of
patients across the spectrum of oral appliances and existing
CPAP devices who have mild to severe sleep apnoea.
Mel Bridges
Chairman
Mr Neil Anderson
CEO and Managing Director
OVENTUS MEDICAL ANNUAL REPORT 2017
05
OPE RATI O NS
OVERVIEW
Oventus commenced the year with a successful, fully subscribed Initial Public Offering
on the Australian Securities Exchange, with listing complete on 19 July 2016.
In the months which followed listing, the Company made strong advancements with its
plans to change the treatment landscape for patients suffering from Obstructive Sleep
Apnoea (OSA) and disrupt the multi-billion dollar global sleep devices market.
Core operational activities were focused on bringing appliances to market during
the period, and included the formation of partnership agreements; clinical
validation trials of the O2Vent range of oral appliances, product innovation -
which included work on a trial oral appliance and the introduction of a CPAP
connection device; obtaining regulatory clearances, grants and funding activities.
A top line summary of key announcements and activities from the year is
presented on the following pages:
OVENTUS HAS
SIGNED A NUMBER OF
STRATEGIC PARTNERSHIPS
TO SUPPORT THE GLOBAL
ROLLOUT OF ITS O 2VENT
PRODUCT RANGE
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OVENTUS MEDICAL ANNUAL REPORT 2017
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PARTNERSHIPS
Oventus signed a number of strategic partnerships to support the global rollout of its proprietary O2Vent
product range culminating in the world wide distribution agreement with Modern Dental Group to grow
sales in the dentist channel.
• 28th October 2016 – Oventus announced a strategic collaboration agreement with 1300SMILES Ltd
dental group, paving the way for Oventus to expand in Australia.
• 1st February 2017 – Oventus announced a strategic collaboration agreement with Zhuhai Blue Ocean
Strategy, a Chinese company with over 600 hospitals in their network, many of which have Ear, Nose and
Throat (ENT) sleep clinics.
The agreement will allow Oventus to penetrate the growing problem of OSA in China. It is currently
estimated that the Chinese market has in excess of 70 million OSA sufferers.
• 30th May 2017 – Oventus signed a manufacturing agreement with Modern Dental Group for the co-
manufacture of the O2Vent range of products. The agreement will see Oventus design and 3D print its
proprietary titanium airway oral appliance, and Modern Dental will manufacture the polymer insert
utilising traditional dental laboratory manufacturing methods.
• 20th June 2017 – Oventus expanded its partnership with Modern Dental with the signing of a world-wide
distribution agreement. The agreement will see Modern Dental distribute the proprietary O2Vent product
range into its dentist channel globally.
Modern Dental is Hong Kong stock exchange-listed and has over 70 sale and customer service centres
covering North America, Europe, Australia and the Greater China regions. In the United States, Modern
Dental covers one quarter of local dentists (approximately 34,000 dental offices), in Europe holds top
three positions in all major European countries by market share, and operates the largest dental network
in Australia.
The agreement is a key milestone for Oventus as it scales up its global rollout in the dentist channel.
GRANTS
$
Oventus successfully pursued non-dilutive funding opportunities by way of grants during the year.
• 8th February 2017 – Oventus announced that its application under the government’s Cooperative
Research Centre (CRC) Program, totalling $2.95 million over three years, had been successful, with the
goal to improve sleep apnoea monitoring and treatments.
The grant will fund 180 patients in Oventus’ “NeuRA” study, assessing its O2Vent and strapless interface
using CPAP technology.
Oventus is the lead participant in the CRC-P along with Medical Monitoring Solutions Pty Ltd, Neuroscience
Research Australia (NeuRA), Western Sydney University and CSIRO.
OVENTUS MEDICAL ANNUAL REPORT 2017
07
OPE RATI O NS
OVERVIEW
CLINICAL TRIALS AND PEER REVIEW
Significant clinical progress was made in validating the benefit of the Oventus Airway Technology and
Continuous Positive Airway Pressure (CPAP) connection, with clinical trial sites set up in Brisbane, Perth
and Sydney. These trials will assist Oventus’ marketing efforts, particularly into the sleep clinician channel,
and provide further clinical validation.
• 26th July 2016 – Oventus announced the recruitment of its first patient for its clinical trial for the O2Vent T
to assess comfort, safety and efficacy (“Brisbane study”). The trial will enrol 40 patients.
• 19th July 2016 – Oventus announced it had exhibited at the American Academy of Dental SLEEP and
SLEEP medicine conference in Denver.
• 24th January 2017 – Oventus announced results of its pilot study for its O2Vent and strapless interface
using CPAP (“NeuRa study”).
A 78% reduction in respiratory events was found for the O2Vent, treatment outcomes improved with the
addition of the Oventus airway into an oral appliance and when connected with a CPAP device it was
found that operating pressure could be reduced by 66%.
• 1st May 2017 – Oventus announced an expansion to its “NeuRA study”.
The study is funded via a grant under the government’s CRC Program totalling $2.95 million. 180 patients
will be recruited over three years into the trial. Interim results from the trial’s first cohort will be released
in the first half of calendar 2018.
• 3rd May 2017 – Oventus announced that a paper outlining the result of the pilot clinical trial was accepted
as a peer reviewed article into the Journal of Dental Sleep Medicine (JDSM). It was also announced that
two further clinical trials in Brisbane and Perth were progressing well.
The “Brisbane study” reached full recruitment of 40 patients. Results will be released in the first half of
calendar 2018.
The “Perth study” opened for recruitment, targeting 30 patients to assess the impact on upper airway
mechanics from various levels of lower jaw advancement. An abstract will be presented in Auckland at the
ASA Conference in late October 2017. Results are due to be released in the first quarter of calendar 2018.
• 7th June 2017 – Oventus announced results of its positive pilot clinical data to the American Academy of
Dental Sleep Medicine in Boston from its “NeuRA study”.
Further interim results of the “NeuRA” expansion study were released at the World Sleep Congress in
Prague in October 2017.
RESEARCH AND DEVELOPMENT
Significant advancement was made across a number of models in the proprietary O2Vent appliance range and
the Continuous Positive Airway Pressure (CPAP) connection. The O2Vent appliance range includes the O2Vent
Mono, O2Vent Titratable and O2Vent Wings.
These appliances allow Oventus to bridge the gap between existing oral jaw advancement appliances for
mild OSA, and CPAP machines with a mask for severe OSA.
A number of products are under development for release in 2018 including the O2Vent trial device – a composite
low cost entry device, Combibite - used by dentists to take an impression and bite record of patient’s mouth
and HME - a sponge for use inside the O2Vent to control dry mouth.
08
OVENTUS MEDICAL ANNUAL REPORT 2017
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REGULATORY CLEARANCES AND CERTIFICATIONS
Oventus received certification for a manufacturing facility equipped with 3D titanium printing and received
additional regulatory clearances for the O2Vent T and O2Vent W devices in Australia and the US.
• 26th September 2016 – Oventus announced it received FDA clearance in the US for its O2Vent model T
(titratable device). The launch in the US of the O2Vent model T was announced on 18th January 2017.
• 8th February 2017 – Oventus announced it had received Medical Device Single Audit Program (MDSAP)
quality management certification across multiple geographies (Australia, Europe, USA, Canada, Japan
and Brazil).
Certification is a key requirement for the design, development, manufacture and distribution in multiple
geographies of Medical Devices and forms an important element of Oventus’ global rollout plans. The
certification followed granting of the ISO13485 best quality practice certification within the medical device
industry.
• 5th May 2017 – Oventus announced the submission to the US 510K FDA for its O2Vent W (winged or
dorsal flex) appliance to be sold in the US. In addition, it was announced that the O2Vent W was listed on
the TGA’s Australian Register of Therapeutic Goods (ARTG) in March 2017.
• 12th July 2017 – Oventus announced it had received US510K FDA clearance for its O2Vent W. The device will
be exclusively distributed through Modern Dental Group’s US dental channel, and non-exclusively distributed
throughout the rest of Modern’s network.
FUNDING ACTIVITIES
Oventus listed via an initial public offering (IPO) on the Australian Securities Exchange (ASX) in July 2016. In
line with the Company’s strategy to ramp-up sales of its O2Vent product range, a further capital raising was
undertaken to bolster working capital in June 2017.
• 19th July 2016 – Oventus announced its fully subscribed listing on the ASX, raising $12 million at an offer
price of $0.50 cents per share.
• 22nd June 2017 – Oventus announced a capital raising via a share placement of $7.0 million at $0.36
per share.
The proceeds were raised to increase working capital and build sales by co-marketing with distribution
partners, in particular Modern Dental Group, complete R&D and regulatory approvals for current
products under development, complete current clinical trials and scale production in collaboration with
manufacturing partners.
OVENTUS MEDICAL ANNUAL REPORT 2017
09
C H AN GING
T REAT MENT
CHANGING LIVES
For years, OSA has been difficult to treat, owing to the fact that many patients find it hard to tolerate
the existing gold standard of treatment, called Continuous Positive Airway Pressure, or CPAP. In fact,
50% of patients do not adhere to proper use of their CPAP therapy within a year of trying it8 due to
discomfort associated with the high pressures, face mask and other factors.
Traditional CPAP technology pumps air into a patient’s throat via a mask that is worn to bed and is
designed to prevent the airway from collapsing, and causing ‘sleep events’, which disrupt the sleep cycle.
Oventus’ O2Vent technology is the first major innovation in the treatment
of sleep apnoea for years, offering a unique alternative for snorers and
sufferers of mild-to-moderate obstructive sleep apnoea (OSA). It also
offers an alternative to those who cannot tolerate CPAP, the treatment
for more severe cases.
O 2 VENT ORAL
DEVICES EN ABLE
PATIENTS TO BREATHE
BETTER AT NIGHT,
REDUCING
‘SLEEP EVENTS’
10
OVENTUS MEDICAL ANNUAL REPORT 2017
8 Ballard RD, Gay PC, Strollo PJ. Interventions to improve
compliance in sleep apnoea patients previously non-
compliant with continuous positive airway pressure
(CPAP), JCSM 2007, Vol 3, No7, 706-12
Collen, J., Lettieri, C., Kelly, w., and Roop, S. Clinical and
polysomnographic predictors of short-term continuous
positive airway pressure (CPAP) compliance
CHANGI NG
TREATMENT
CHANGI NG
LIVES
HOW OVENTUS AIRWAY TECHNOLOGY WORKS
Nose breathing during sleep is ideal
and patients should breathe though
their nose to the extent they can. In
the case of nasal resistance, nasal
obstruction or soft palate collapse,
a patient would normally experience
a respiratory event or arousal and
may then convert to mouth breathing,
leading to an unstable airway.
Oventus Airway Technology is
designed to allow continued air
flow to the oropharynx in the
presence of nasal or soft
palate obstruction. If device
breathing is required
during sleep, an oral
seal is maintained and
ventilation normalises.
2
1
1
2
3
If there is reduced flow through
the nasal airway or a soft palate
obstruction occurs, air can be
drawn into the front of the device
while the lips maintain an oral
seal around the device extension
Air passes through to the back
of the device in an enclosed,
low resistance pathway
The device advances the lower
mandible to stabilise jaw
position, bringing the tongue
forward and opening the airway.
3
RECENT CLINICAL TRIALS HIGHLIGHT HOW
O2VENT TECHNOLOGY CAN CHANGE LIVES
The O2Vent oral devices enable patients to
breathe better at night and thereby reduce
sleep events’ thanks to the proprietary
Oventus Airway Technology’s’ ability to
regulate breathing pressure between the
nose and mouth.
Clinical results of the O2Vent appliances
are indicating that they are superior to
any of the existing oral devices currently
on the market. Trials are consistently
demonstrating their ability to reduce
snoring and decrease the patient’s
Apnoea-Hypopnoea Index (AHI - the main
OSA measurement score) more than
other oral appliances.
In clinical trials, we saw patients achieve
the following outcomes:
• 100% of patients experienced
significant improvement in snoring
• 82% of patients experienced
complete elimination of snoring
• 76% of patients decreased their
Apnoea-Hypopnoea Index (AHI) by
more than 50%.
CLINICAL TRIALS
ARE CONSISTENTLY
DEMONSTRATING THE O2VENT
ORAL APPLIANCE’S ABILITY
TO REDUCE SNORING AND
DECREASE THE PATIENT’S
MAIN OSA SCORE MORE
THAN OTHER ORAL
APPLIANCES.
“I HAVE USED THE OVENTUS DEVICE FOR 3 YEARS AND IT IS AMAZING.
No snoring and so easy to carry around. Used it right through Europe
and did not have to worry about electricity or extra bags. Used a CPAP
for 20 years. Now I am so free from all that. I love it!”
Jeanne Marshall
OVENTUS MEDICAL ANNUAL REPORT 2017
11
C H AN GING
T REAT MENT
CHANGING LIVES
A RANGE OF TREATMENT OPTIONS TO SUIT PATIENT PREFERENCES
Our product range, which continues to grow and develop, delivers comprehensive treatment options for people suffering from OSA.
1
6
2
2017
5
3
4
CURRENT RANGE
The range currently includes three oral devices – the O2Vent
Mono, O2Vent Titratable and O2Vent Wings,which provide
patients and their dentists a range of fit-types to work with:
12
OVENTUS MEDICAL ANNUAL REPORT 2017
1
2
3
O2Vent Mono
Original device. Delivers clinically superior OSA
outcomes to competing oral devices.
O2Vent T (Titratable)
Works in the same manner as Mono, but jaw position
can be adjusted by patient at the front of the appliance.
O2Vent W (Wings)
Works in the same manner as Mono, but jaw position
can be adjusted by the patient – on each side of the
appliance.
CHANGI NG
TREATMENT
CHANGI NG
LIVES
PRODUCT INNOVATIONS
Following further research and development during FY17, the below devices are expected to be in market in coming months.
4
5
6
O2Vent trial device
A composite low cost entry device. The O2Vent trial device will enable patients to try the Oventus airway technology at a
significantly cheaper price point than with the current titanium models. This new product, to be sold over the counter
at chemists, represents a low-cost, low risk option which allows Oventus to compete with the popular ‘boil and bite’
devices, typically sold as dental trial devices and through pharmacy channels.
Combibite
Used by dentists to take an impression and bite record of a patient’s mouth so a personalised device can be created.
The Combibite is an accessory that helps dentists take an accurate impression of a patient’s mouth, to enable the
O2Vent titanium devices to be produced quickly and accurately.
Heat Moisture Exchange (HME) sponge
Sponge for use inside appliance airway opening to control dry mouth. The HME is an innovation to make the O2Vent
oral device range more comfortable if patients are suffering from dry mouth.
PROVIDING TREATMENTS THAT PATIENTS CAN BOTH TOLERATE AND BENEFIT FROM CLINICALLY
Oventus’ devices sit between the current ‘oral jaw advancement’ (for mild sleep apnoea) and
‘CPAP’ standards of care (for severe sleep apnoea), providing a new treatment platform for patients
depending on their sleep apnoea severity.
A significant innovation in the Oventus range is the Oventus O2Vent + CPAP Connector, which is
currently under development.
CPAP CONNECTION (UNDER DEVELOPMENT)
The Oventus CPAP connection is under development, and will
connect the Oventus’ O2Vent with ’airway technology’ to existing
CPAP devices (e.g. those supplied by ResMed). It will replace the
traditional facial mask technology.
The connection will enable the
use of smaller, lower pressure CPAP
machines (currently in development), which can
operate with minimum noise and are more portable for patients.
The connector is expected to provide traditional CPAP users
with a major improvement in comfort and offer the potential to
operate CPAP devices at significantly lower pressure, providing a
more tolerable experience.
The CPAP connection is expected to be available through sleep
clinicians and work is underway to prepare both the nasal only
and nasal / oral CPAP connectors for regulatory clearance.
Submissions for clearance are expected to be lodged in FY18.
OVENTUS MEDICAL ANNUAL REPORT 2017
13
OU R B US INE SS
ST RAT EGY
OVERVIEW
OSA and snoring are primarily treated by two groups of practitioners – dentists and
sleep clinicians. As such, Oventus has a dual-channel approach to driving its range of
therapeutic devices into the market.
EXPLORING THE DENTAL CHANNEL
SIGNIFICANT PROGRESS MADE INTO THE DENTAL CHANNEL IN FY17
A major achievement was recorded at the end of FY17 when
Oventus signed a co-manufacturing and distribution agreement
with Modern Dental Group, the world’s largest supplier of dental
prosthetics, with a top three position in each of the world’s major
dental markets.
Through the agreement, Modern will assume responsibility
for selling Oventus’ oral appliance range into its global dental
channels, with exclusivity in the USA and a non-exclusive
agreement across the rest of the world.
DENTIST CHANNEL
Modern Dental Group (leading
global dental prosthetics group)
will undertake marketing and sales
leveraging their large network
(agreement signed June 2017).
MODERN DENTAL GROUP LOCATIONS
CANADA
UNITED STATES
UNITED
KINGDOM
WESTERN
EUROPE
MADAGASCAR
CHINA
HONG KONG
AUSTRALIA
NEW ZEALAND
14
OVENTUS MEDICAL ANNUAL REPORT 2017
CHANGI NG
TREATMENT
CHANGI NG
LIVES
THE OVENTUS O2VENT RANGE IS THE ONLY PREMIUM
ORAL APPLIANCE RANGE THAT WILL BE SOLD BY MODERN
DENTAL GLOBALLY.
Since signing the agreement with Modern in June 2017, work has
commenced to prepare the Modern Dental team for a soft launch
in October 2017, with key activities being:
• Training of sales and customer support teams launched in
Australia and North America
• Development of “Modernised” marketing communications
materials nearing completion
• Online training platform developed for Oventus-specific
training
• Partnership with Tufts University Boston for dental sleep
educational content and “independent” training
• Manufacturing and logistics partnership with Modern
completed testing and ready for roll out from October
While Modern will be responsible for selling and marketing into
its global channels, the Oventus team will closely support the
roll-out, which is expected to occur in Australia and the United
States from calendar Q4 2017 and in Europe later in CY18.
Revenues from the Modern agreement are expected to begin to
make an impact in Q1 CY18.
A MAJOR MARKET OPPORTUNITY
OSA is a massive market. Currently estimated to be valued
at US$3.8 billion globally, the OSA market is growing at a
compound annual growth rate of 15-20% with only 20% of
sufferers in care.
Oventus’ trial appliance and PAP connection which are currently
under development are key to getting these patients into care.
CLINICAL TRIAL RESULTS SUPPORT MOVE INTO SLEEP CHANNEL
Clinical results for the Oventus Airway Technology have indicated
that many patients that are currently prescribed CPAP therapy
would benefit from the Oventus Airway Technology and the trial
device and PAP connection will make it easier and more cost
effective to convince both the sleep clinician and the patient that
the Oventus Airway Technology is the best treatment option.
MARKET SIZE: ORAL APPLIANCE AND CPAP INTERFACE9,10
$
U
A
s
n
o
i
l
l
i
M
3000
2500
2000
1500
1000
500
0
2015
2020
USA
1,780
2,675
Europe
Asia Pacific
China
933
1,568
311
461
535
705
ROW
159
201
9 Sleep Apnoea Diagnostic & Therapeutic Devices Market, Markets and Markets, Table 98. China data – Anti-snoring Devices and Snoring Surgery Market: 2016-2024 p101
10 Excludes cost of CPAP machine
OVENTUS MEDICAL ANNUAL REPORT 2017
15
OU R B US INE SS
ST RAT EGY
OVERVIEW
SPOTL IGHT ON THE AGREE ME N T WI TH M O D E RN DE N TA L
The Modern Dental agreement announced in June 2017
sets Oventus up to fast-track global expansion.
At the time of announcement, Mr Godfrey
Ngai, Chief Executive Officer of Modern
Dental said:
“With our recent acquisition of
Microdental in the USA, we have an
unmet need to supply an oral appliance
for the treatment of sleep apnoea to our
dentist customers.
We believe the Oventus O2Vent range of
devices provide the required features and
benefits and clinical outcomes to meet
the needs of our customers.
We have selected the O2Vent range as the
premium oral appliances that we take to
market and distribute in the US.”
Investors are invited to watch a video
interview between Oventus’ Founder
and Clinical Director, Dr Chris Hart
and CEO of Modern Dental Group in
the US, Mike Girard in which the two
discuss the work underway to prepare
for a soft launch of the Modern
agreement in the US and Australia in
calendar Q4 2017.
To view the video, please visit the
following link:
https://youtu.be/BHAZ-RdCXbY
Godfrey Ngai
CEO – Modern
Dental Group
“WE HAVE SELECTED
THE O 2VENT RANGE AS
THE PREMIUM ORAL
APPLIANCES THAT
WE TAKE TO MARKET
AND DISTRIBUTE
IN THE US.”
• World-wide distribution and co-
manufacturing agreement signed with
HKSE-listed Modern Dental Group in
June 2017
• World’s largest dental prosthetic
device provider
• US: cover ¼ of all dentists (approx.
34,000 dental offices with recent
acquisition of Microdental)
• Europe: top 3 market share in all
major countries
• Australia: largest dental laboratory
network
• Listed on Hong Kong Stock Exchange
(HKG:3600)
• 70+ sales and customer service
centres overseas
• Focused on making custom-made
prostheses, with Oventus’ range being
the only premium range that Modern
will sell
• Global portfolio of brands
• Strong manufacturing capability
• Sales and customer support teams
on the ground with sophisticated
marketing systems
• Well-developed educational capability
(currently delivering Invisalign training)
• Scalable on-boarding of “new”
providers enabling Oventus to rapidly
expand the oral appliance market
16
OVENTUS MEDICAL ANNUAL REPORT 2017
CHANGI NG
TREATMENT
CHANGI NG
LIVES
SLEEP PHYSICIAN
CHANNEL
Oventus will initially undertake sales
and marketing directly with sleep
physicians. Channel partnerships
are also being investigated.
ADDRESSING THE SLEEP CHANNEL THROUGH
PRODUCT INNOVATION
To address these issues, Oventus is developing a suite of
products that are specifically designed to be delivered by the
sleep physician.
During the year, significant progress was made in the
development of Oventus’ trial, or ‘boil and bite’ device as
well as the Oventus’ proprietary CPAP connector, which will
connect the O2Vent appliance range (including the trial device)
into conventional CPAP machines. Both these developments
are important to progressing Oventus’ products into the sleep
clinician channel. It will mean that the sleep clinician can fit and
trial the Oventus airway technology on the day of the patient’s
appointment – with or without a PAP connection. This is similar
to the current trialling of PAP therapy with a mask. Once the trial
period is successfully completed, the patient can either continue
with a trial appliance or have a custom made O2Vent device
delivered by the dentist.
EXPLORING THE SLEEP PHYSICIAN CHANNEL
DIAGNOSING SLEEP APNOEA
The typical diagnosis process for sleep apnoea involves a
patient visiting a sleep physician (usually referred by a GP)
and then being prescribed a sleep test - either at home or in a
specialist clinic. Based on the results of the test, the physician
will then recommend the treatment that is believed to be best
for that patient.
Currently this is often the “gold standard” CPAP therapy
especially if the patient has moderate to severe obstructive sleep
apnoea. This is despite the non-compliance rate of CPAP therapy
being approximately 50% after one year. Oral appliance therapy
is growing in acceptance; however uptake is limited as that these
devices are delivered by a different specialist – a dentist, can
take weeks to deliver; and the patient is unsure of how well the
therapy will suit them.
DISTRIBUTION CHANNELS KEY TO TAPPING THE MARKET
It is anticipated that once cleared by the FDA, both the O2Vent
trial device and the PAP connection will be reimbursed in the
USA, and like PAP masks, will be available through Durable
Medical Equipment (DME) suppliers. In addition, similar to the
way Modern Dental has been signed for distribution into the
dental channel, Oventus will aim to sign an agreement with a
distributor that has sleep clinicians as existing customers and/
or has products delivered into the growing home care market.
OVENTUS MEDICAL ANNUAL REPORT 2017
17
THE BOARD A ND
MANAGEMENT
Oventus Medical Limited is led by an experienced and professional Board of Directors
and Management team, all of whom bring a breadth and depth of professional
experience and commercial acumen to the business.
L to R: Ms Sue MacLeman, Dr Mel Bridges,
Mr Neil Anderson, Dr Chris Hart
18
OVENTUS MEDICAL ANNUAL REPORT 2017
CHANGI NG
TREATMENT
CHANGI NG
LIVES
DR MEL BRIDGES
MR NEIL ANDERSON
DR CHRIS HART
Chairman and Non-Executive Director
Managing Director and Chief Executive Officer
Founder and Clinical Director
Mel has over 35 years’ experience founding
and building international lifescience,
diagnostic and medical device companies and
commercialising a wide range of Australian
technology. He is responsible for numerous
commercial and M&A transactions and
liquidity events, including listings on the ASX.
Mel has received national and state business
awards including the 2005 AusBiotech
Chairman’s Industry Medal and 2004
Queensland Entrepreneur of the Year. Mel
has founded and developed medical device
and diagnostic companies, including Pacific
Diagnostics (acquired by Baxter), PanBio
Ltd (acquired by Inverness Medical), and
ImpediMed Ltd (ASX: IPD).
Mel is currently a director of ASX 100 Company
ALS Ltd, and co-founder and chairman of
Anatara Lifesciences Ltd.
Chris is the founder of the Company and
inventor of the O2Vent™ design concept. Chris
is overseeing the launch of the O2Vent™ to
patients and through clinicians by providing
support and guidance to the management
team in terms of patient management and
clinician training.
Chris graduated from the University of
Queensland in 1998 with a Bachelor of
Dental Science with Honours and a Bachelor
of Science in Biochemistry. He studied at
Cambridge University where he graduated
with a Master of Philosophy in Biomedical
Science in 1999.
Prior to establishing Oventus, Chris owned and
managed a multi-site national dental practice,
training institute and management consultancy
which he sold to private equity investors.
Chris also acts as an adviser to various
bodies within the dental industry as well as
the health care sector more broadly on the
commercial aspects of health care delivery.
An experienced company executive and
biomaterial scientist, Neil started working
with Dr Chris Hart three years ago, to develop
and commercialise the O2Vent™ and bring
it to market. Neil has been responsible for
managing the collaboration process with
the CSIRO to develop a remotely-managed
computer aided detection (CAD) imaging and
3D printing manufacturing platform, as well
as the patent portfolio, quality systems and
regulatory clearances for the product to date.
Neil has 30 years’ experience in
commercialising medical devices and
managing the process from conception to
market release including applied research,
developing prototypes and testing, product
development, manufacturing, regulatory
submissions and clinical trials.
Prior to taking on the role with Oventus, Neil
founded and held the role of Chief Executive
Officer of CathRx for 10 years.
In this role, Neil managed the process from
the invention of the company’s technology
through to commercialising a range of
products leading to sales in Europe.
Neil has a Bachelor of Applied Science
(Hons) and a Diploma of Management and
is a Graduate of the Institute of Company
Directors (GAICD).
MS SUE MACLEMAN
Non-Executive Director
Sue is the CEO of the Medical Technology
and Pharmaceutical Industry Innovation
Growth Centre.
She is also a non-executive director at
Reproductive Health Sciences Ltd. Previously
she has served as Mesoblast Ltd Head of
Commercial and Senior Vice President
Corporate. She has more than 20 years’
experience as a pharmaceutical executive
with roles in corporate, medical, marketing,
business development, and sales management
at Schering-Plough Corporation (now Merck),
Amgen and Bristol-Myers Squibb. Sue has
also served as CEO and director of several ASX
and NASDAQ listed companies.
MR STEPHEN DENARO
Company Secretary
Steve has extensive experience in mergers and
acquisitions, business valuations, accountancy
and income tax compliance services, as well
as board corporate governance. Steve provides
company secretary services for a number
of biotech and software companies. Steve is
also a member of the institute of Chartered
Accountants in Australia, and the Australian
Institute of Company Directors.
OVENTUS MEDICAL ANNUAL REPORT 2017
19
FINANC IA L REP O RT
FOR THE YEAR ENDED 30 JUNE 2017
CONTENTS
Directors’ report
Auditor’s independence declaration
19
26
Consolidated statement of comprehensive income 27
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the financial statements
Directors’ declaration
Shareholder information
28
29
30
31
47
51
2020
OVENTUS MEDICAL ANNUAL REPORT 2017
OVENTUS MEDICAL ANNUAL REPORT 2017FINAN CI AL R EP ORT
DIRECTORS’ REPORT
For the year ended 30 June 2017
The directors present their report on the Consolidated Entity consisting of
Oventus Medical Limited (‘the Company’) and the entities it controlled (‘the
Consolidated Entity’) at the end of, or during, the year ended 30 June 2017.
DIRECTORS AND COMPANY SECRETARY
The following persons were directors of Oventus Medical Limited during
the whole of the financial year and up to the date of this report, unless
otherwise stated:
Mel Bridges – Chairman
Neil Anderson
Christopher Hart
Sue MacLeman
Stephen Denaro – Company secretary
PRINCIPAL ACTIVITIES
During the year the principal activities of the Company consisted of the
commercialisation and distribution of the O2Vent™ T, in Australia, as well
as development of a pipeline of products to treat segments of the snoring
and sleep apnoea market. These segments include those that do not
comply or adhere to existing treatment options due to nasal obstruction
and/or inability to utilise the CPAP mask.
DIVIDENDS
There were no dividends to shareholders paid, recommended or declared
during the current or previous financial year.
REVIEW OF OPERATIONS
The loss for the Consolidated Entity after providing for income tax
amounted to $6,510,114 (30 June 2016: loss of $2,341,078)
As planned, the Consolidated Entity has continued to operate mainly
as a research and development (R&D) company while preparing for a
launch into overseas jurisdictions which are large market opportunities
for the company’s innovative product range. Development expenditure
totalling $2,068,457 has been capitalised in the consolidated statement
of financial position for 2017. The Consolidated Entity received $457,383
from the Australian Federal Government in January 2017 as a credit for
the company’s 2016 financial year R&D spend.
The Consolidated Entity signed the Modern Dental Group (MDG) to a
global distribution agreement for the Oventus proprietary O2Vent product
range which is exclusive for the USA and non-exclusive for the rest-of-
the-world. MDG is the world’s largest dental prosthetic device provider
with over 70 sales and customer services centres covering North
America, Europe, Australia, and the Greater China regions. It is planned
that this distribution relationship will be the focus for appliance sales to
dentists. Training and marketing activities are well advanced with a ramp
up in sales planned from the end of 2017.
This followed the Consolidated Entity’s launch of its initial
product (O2Vent T) into the USA in late January 2017 (announced
18 January 2017) through initial pilot sites. An additional product, the
O2Vent W was developed and subsequently cleared by the Food and
Drug Administration (FDA) in July 2017.
The Company also signed a collaborative agreement in China with
a large hospital service company (announced 1 February 2017). The
collaboration includes clinician training, clinical trialling and regulatory
approvals prior to a product launch in China.
The Consolidated Entity has completed two capital raisings in the year
ended 30 June 2017. Oventus Medical listed on the ASX in July 2016
raising $12 million through the issue of 24,000,000 fully paid ordinary
shares at an issue price of $0.50 per share. A further $6,480,000 was
received during the year ended 30 June 2017.The total transaction costs
for the two issues amounted to $1,176,971.
It is planned that over the next 6 to 12 months most of the Consolidated
Entity’s product portfolio will be developed and the 3 current clinical
trials will be completed. Products being developed, especially for the
sleep clinician channel, include a trial appliance for faster delivery and
patient evaluation and a Continuous Positive Airway Pressure (CPAP)
connection to the appliance airway for severe sleep apnoea patients.
The R&D focus has switched to the recently announced Cooperative
Research Centre Program (CRCP) which will receive $2.95 million
funding over the next 3 years from the Australian Federal government’s
Department of Industry, Innovation and Science (announced 8 February
2017). Oventus is the lead participant with Medical Monitoring Solutions
Pty Ltd with Neuroscience Research Australia (NeuRA), Western Sydney
University (WSU) and CSIRO as the other participants.
Once the company is at the point with a more expanded product range
and with additional clinical evidence valuing the company’s novel airway,
the emphasis for the company will switch to a wider market penetration.
In preparation, over the next 6 months the Company plans to form
additional collaboration for both manufacturing and distribution.
The significant factors underlying the operating performance were
as follows:
1. A pilot marketing launch has been initiated in Australia for the
O2Vent™ T. As a result the Consolidated Entity earned $447,994 in
revenue in 2017.
2. Setup for the wider launch is now underway following the recent
signing of the Modern Dental Group to a world-wide distribution
agreement with an initial focus on USA, Australia and Europe.
3. The O2Vent™ T was submitted to the FDA as a 510k and was
subsequently cleared for market release (announced 26 September
2016). Initial appliances were delivered through pilot or Beta clinical sites.
4. An FDA 510k submission for the O2Vent W was completed in May
2017 and the product was subsequently cleared for sale in July 2017.
The O2Vent T and O2Vent W appliances will be the main products sold
through the global distribution arrangement with the Modern Dental
Group. A manufacturing agreement with Modern Dental has also
been signed which allow the Consolidated Entity to supply appliances
in the anticipated volumes as per the distribution agreement.
OVENTUS MEDICAL ANNUAL REPORT 2017
2121
OVENTUS MEDICAL ANNUAL REPORT 2017FINANC IA L REP O RT
DIRECTORS’ REPORT (continued)
For the year ended 30 June 2017
5. The Consolidated Entity announced the completion of the first
detailed physiological pilot study (24 January 2017) into the effect of
the O2Vent T on pharyngeal pressure swings, which cause the airway
to collapse in Obstructive Sleep Apnoea and as a Continuous Positive
Airway Pressure (CPAP) interface. The study resulted in encouraging
data in a small sample size (n=4) which supports the benefit of the
airway in reducing pressure swings, collapsibility and CPAP pressure
requirements. This indicates the use of the O2Vent T as a CPAP
alternative either as a standalone appliance, or in combination with
CPAP using it as a strapless CPAP interface. The trial will progress to
the next stage to confirm initial findings in a larger cohort and will be
mainly funded by the CRC-P.
6. The Consolidated Entity has implemented a state of the art cloud-
based Enterprise Resource Planning (ERP) system which links the
Consolidated Entity’s current and future operational subsidiaries to
the Oventus Medical financial management system. The ERP system
includes manufacturing, patient and customer management modules.
7. The Consolidated Entity’s Quality Management System has received
both ISO13485 and MDSAP (Medical Device Single Audit Program)
accreditation (announced on 10 January 2017 and 8 February 2017
respectively). ISO13485 is recognised globally as the best quality
practice within the medical device industry. These certifications are
a key requirement for major markets including Europe, the United
States of America, Canada, Japan and Australia.
8. A new machine for polishing appliances has now been received and
installed – it is currently being commissioned. Once commissioned its
use is expected to increase the efficiency of production.
adjustment of the screw and hook for appropriate titration. The
correction was identified through post-market surveillance data after
12 devices were returned to the Consolidated Entity (representing 6%
of the devices manufactured during the period). These devices were
recalled as a precautionary measure, to be checked and if necessary,
reworked in production with an improved manufacturing process. The
manufacturing process that contributed to the correction has now
been addressed, and all devices manufactured after 30 November
2016 have been checked and verified as safe and in full working order.
The checking and correction of the 191 devices has been completed.
The recall was not material to revenue or cash flow.
10. A number of new products have advanced through the R&D process.
All are anticipated to be completed and transferred to manufacturing
for regulatory clearance over the next 6 to 12 months. These include
new appliance designs including a trial version for a faster delivery
and lower cost evaluation of the Oventus airway technology and a
connector system to allow combination therapy with CPAP. A research
and development project for the 3D printing of inserts is progressing
with a focus on developing end to end digital workflow and suitable
materials printed by state of the art equipment. When implemented
this is anticipated to lead to a significant reduction in production costs
compared to the current manufacturing process.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
On 19 July 2016, the Company raised approximately $12 million pursuant
to the offer under the prospectus dated 8 June 2016 by the issue of
24,000,000 fully paid ordinary shares at an issue price of $0.50 per share.
9. The Consolidated Entity announced (1 February 2017) a product
correction recall for 191 O2Vent T appliances manufactured between
1 September 2016 and 30 November 2016. The correction was
related to the Adjuster Assembly component of the device that allows
On 29 June 2017, 17,916,660 fully paid ordinary shares were issued at a
price of $0.36 per share.
On 30 June 2017, a further 83,340 fully paid ordinary shares were issued
at a price of $0.36 per share.
Equity - Share capital
Opening Balance
Issue of shares in Oventus Medical Limited on
restructuring of company
Shares issued in consideration of initial investment
in Oventus Manufacturing Pty Ltd
Ordinary shares issued: 28 September 2015
30 November 2015
19 July 2016
29 June 2017
30 June 2017
Consolidation of shares
Share issue costs
At reporting date
2222
OVENTUS MEDICAL ANNUAL REPORT 2017
30 June 2017
Number of Shares
#
30 June 2017
Value of Shares
$
30 June 2016
Number of Shares
#
30 June 2016
Value of Shares
$
48,000,000
4,426,703
342,857
342,857
-
-
-
24,000,000
17,916,660
83,340
-
-
90,000,000
-
-
-
12,000,000
6,449,998
30,002
(342,857)
74,375,000
625,000
20,650,000
-
-
-
-
-
100,000
4,130,000
-
-
-
-
(47,650,000)
(1,176,971)
21,729,732
-
48,000,000
(146,154)
4,426,703
OVENTUS MEDICAL ANNUAL REPORT 2017
A share purchase plan to raise additional capital of $7 million was
announced to the market on 22 June 2017 at an issue price of $0.36 per
share. An initial placement of 18,000,000 shares (First Tranche Shares)
was issued to Institutional Investors on 29 June 2017 and 30 June 2017.
A subsequent placement of an additional 1,444,444 shares (Second
Tranche Shares) was completed on 9 August 2017.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
Subsequent to the end of the financial year Oventus Medical Limited
raised $519,843 by issue of 1,444,009 shares (Second Tranche Shares)
at $0.36 per share by way of a placement to Institutional Investors. This
is in accordance with the share purchase plan announced to the market
on 22 June 2017 which has been undertaken to raise overall additional
capital of $7 million.
On 12 July 2017 the Company received FDA clearance for the O2Vent W
- winged or dorsal flex appliance - to allow for the sale of the appliance
in the US. This is a significant milestone for entry into the US market
as the Company now has O2Vent appliances with the two most popular
mandibular advancement mechanisms. Initial sales are anticipated for
the October 2017 quarter with a growth expected for future periods.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The following factors are likely to affect the results of the Consolidated
Entity in the future:
1. Successful training and marketing activities by Modern Dental Group
with their customers
2. Uptake and acceptance of the O2Vent range of products by patients
and clinicians in various geographical locations.
INFORMATION ON DIRECTORS AND COMPANY SECRETARY
MEL BRIDGES
Chairman, Non- Executive Director
Qualifications
Bachelor Degree of Science (Chemistry), Honorary Doctorate from
Queensland University of Technology and Fellow of the Australian
Institute of Company Directors.
Experience
Mel has over 35 years’ experience founding and building
international lifescience, diagnostic and medical device companies
and commercialising a wide range of Australian technology. He is
responsible for numerous commercial and M&A transactions and
liquidity events, including listings on the ASX.
Mel has received national and state business awards including the
2005 AusBiotech Chairman’s Industry Medal and 2004 Queensland
Entrepreneur of the Year. Mel has founded and developed medical device
and diagnostic companies, including Pacific Diagnostics (acquired by
Baxter), PanBio Ltd (acquired by Inverness Medical), and ImpediMed Ltd
(ASX: IPD).
Other current directorships
Mel is currently a director of ASX 100 Company ALS Ltd, and co-founder
and chairman of Anatara Lifesciences Ltd.
Former directorships (last 3 years)
Mel was director of Tissue Therapies Ltd (March 2009 to December
2015), Benitec BioPharma Limited (October 2007 to June 2014).
3. Additional partnerships for clinical delivery and distribution in
Special responsibilities
various geographies.
4. Additional clinical evidence/clinical trial results which highlight the
Mel is the chair of the Remuneration Committee and serves on the Audit
and Risk Management Committee.
benefit of the airway for a range of products and patients.
Interest in shares
5. Being able to scale manufacturing to meet demand.
1,062,924 ordinary shares
6. Additional products developed and cleared by regulators that can
Interest in options
treat a wider range of patients including those that are intolerant of
CPAP masks or in the future, as a first line of treatment for specific
severe sleep apnoea patients.
200,732 options
ENVIRONMENTAL REGULATIONS
The Company’s operations are not regulated by any significant
environmental regulations under a law of the Commonwealth or of a
State or Territory.
23
OVENTUS MEDICAL ANNUAL REPORT 2017FINANC IA L REP O RT
FINANC IA L REP O RT
DIRECTORS’ REPORT (continued)
For the year ended 30 June 2017
NEIL ANDERSON
Managing Director, Chief Executive Officer
Qualifications
SUE MACLEMAN
Non- Executive Director
Qualifications
Bachelor of Pharmacy from the University of Queensland, Masters of
Marketing at Melbourne University (Melbourne Business School), a
Masters of Law degree (Deakin University), a Fellowship with the ACPP
and is a Fellow of AICD.
Experience
Sue is the CEO of the Medical Technology and Pharmaceutical Industry
Innovation Growth Centre.
She is also a non-executive director at Reproductive Health Sciences
Ltd. Previously she has served as Mesoblast Ltd Head of Commercial
and Senior Vice President Corporate. She has more than 20 years’
experience as a pharmaceutical executive with roles in corporate,
medical, marketing, business development, and sales management at
Schering-Plough Corporation (now Merck), Amgen and BristolMyers
Squibb. Sue has also served as CEO and director of several ASX and
NASDAQ listed companies.
Other current directorships
Sue is currently a director of RHS Ltd.
Former directorships (last 3 years):
None
Special responsibilities
Sue is the chair of the Audit and Risk Management Committee and
serves on the Remuneration Committee.
Interest in shares
20,000 ordinary shares
Interest in options
200,732 options
STEPHEN DENARO
Company Secretary
Qualifications
Bachelor of Business, Chartered Accountant, a Member of AICD and a
Graduate Diploma in Applied Corporate Governance.
Experience
Steve has extensive experience in mergers and acquisitions, business
valuations, accountancy and income tax compliance services, as well as
board corporate governance. Steve provides company secretary services
for a number of biotech and software companies. Steve is also a member
of the Institute of Chartered Accountants in Australia, and the Australian
Institute of Company Directors.
Bachelor of Applied Science (Hons), Diploma of Management, Graduate
of the Institute of Company Directors (GAICD).
Experience
Neil has 30 years’ experience in commercialising medical devices
and managing the process from conception to market release
including applied research, developing prototypes and testing, product
development, manufacturing, regulatory submissions and clinical trials.
Prior to taking on the role with Oventus, Neil founded and held the role of
chief executive officer of CathRx for 10 years. In this role, Neil managed
the process from the invention of the company’s technology through to
commercialising a range of products leading to sales in Europe.
Other current directorships
None
Former directorships (last 3 years):
None
Interest in shares
5,698,477 ordinary shares at 30 June 2017. This has increased to
5,837,365 subsequent to year end.
Interest in options
401,464 options
CHRISTOPHER HART
(Clinical Director) (Founder)
Qualifications
Bachelor of Dental Science with Honours, Bachelor of Science in
Biochemistry, Master of Philosophy in Biomedical Science.
Experience
Prior to establishing Oventus, Chris owned and managed a multi-site
national dental practice, training institute and management consultancy
which he sold to private equity investors.
Chris also acts as an adviser to various bodies within the dental industry
as well as the health care sector more broadly on the commercial
aspects of health care delivery.
Other current directorships
None
Former directorships (last 3 years):
None
Interest in shares
26,167,513 ordinary shares at 30 June 2017. This has increased to
26,542,513 subsequent to year end.
Interest in options
401,464 options
2424
OVENTUS MEDICAL ANNUAL REPORT 2017
OVENTUS MEDICAL ANNUAL REPORT 2017MEETINGS OF DIRECTORS
e. Align corporate and individual performance;
During the financial year, ten meetings of directors were held.
Attendances were:
Mel Bridges (Chairman)
Neil Anderson
Christopher Hart
Sue MacLeman
Full Board
Number eligible
to attend
Number
attended
10
10
10
10
10
10
7
9
MEETINGS OF REMUNERATION COMMITTEE AND AUDIT AND RISK
MANAGEMENT COMMITTEE
During the financial year, three meetings of the Remuneration and
Nomination Committee were held and three meetings of the Audit and
Risk Management Committee was held. Attendances were:
Remuneration and
Nomination
Audit and Risk
Management
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Mel Bridges (Chairman)
Sue MacLeman
3
3
3
3
3
3
3
3
REMUNERATION REPORT (AUDITED)
Key management personnel (KMP) covered in this report
The key management personnel of the Consolidated Entity consisted of
the following directors of Oventus Medical Limited:
– Mel Bridges (Chairman)
– Neil Anderson
– Christopher Hart
– Sue MacLeman
And the following persons:
–
Elise Hogan (Vice President of Global Sales, Marketing and
Commercialisation, ceased 28 June 2017)
– Stephen Denaro (Company Secretary)
Remuneration policy and link to performance
The Group’s remuneration policy adopted has been designed to:
a. Align with shareholder and business objectives and expectations;
b. Attract and retain suitably qualified and experienced people;
c. Provide a level and composition of remuneration that is reasonable,
fair and aligned to market;
f. Be internally consistent;
g. Be transparent with respect to setting performance goals and the
measurement of performance against those goals; and
h. Align with regional and industry standards and regulatory
requirements.
The remuneration policy links to the Group’s long-term performance
by providing incentives to key management personnel based upon
milestones which need to be met in the short to medium term which but
which are essential requirements for the Group’s long term performance.
The issue of options to key personnel aligns their compensation to
increases in share prices and, accordingly, increases in shareholder
wealth. The remuneration policy is not based on earnings as this is not
seen as the appropriate indicator of performance for key management
personnel at this stage of the Group’s life cycle.
Elements of remuneration
Remuneration packages may consist of fixed remuneration, short-term
incentives and long term equity-based benefits.
Remuneration packages can be tailored to an individual’s requirements
to maximize available salary packaging options.
Total fixed remuneration consist of base salary, non-cash benefits
provided inclusive of FBT (Fringe Benefit Tax) costs, as well as employer
contributions to superannuation.
Short-term incentives consist of cash bonuses payable under the
Company’s Employee Incentive Plan, and are paid on the basis of an
individual’s performance and contributions during the year.
The Employee Incentive Plan is managed by the Remuneration and
Nomination Committee, which sets and reviews relevant performance
targets against which an individual’s and the Company’s short-term
performance are measured.
Long-term benefits are provided by way of equity based incentives under
the Company’s Employee Option Plan, and are granted based on an
assessment made by the Remuneration and Nomination Committee
taking account of an individual’s position, service and market-based
assessment and an individual’s capacity to influence corporate value.
The Employee Option Plan is managed by the Remuneration and
Nomination Committee who recommends grants to individuals and the
terms and performance criteria applicable.
Responsibilities of Remuneration and Nomination Committee
The Remuneration and Nomination Committee is responsible for
determining appropriate levels and structure of remuneration for
executives.
The Remuneration and Nomination Committee is responsible for
approving performance metrics for executives and measuring
performance against those metrics.
d. Encourage directors and executives to pursue the long term growth
and success of the Company, balanced against the need to also
achieve critical short term business objectives;
The Remuneration and Nomination Committee will review the
remuneration of executives annually, taking account of market movements,
comparative remuneration information and individual performance.
OVENTUS MEDICAL ANNUAL REPORT 2017
2525
OVENTUS MEDICAL ANNUAL REPORT 2017FINANC IA L REP O RT
FINANC IA L REP O RT
DIRECTORS’ REPORT (continued)
For the year ended 30 June 2017
Remuneration expenses for KMP
Short- term benefits
Post- employment
benefits
Cash salary
& fees
$
Bonus
Super
$
$
Termination
benefits
$
Share- based
payments
Equity- settled
$
For the year ended 30 June 2017
Non-executive directors
Mel Bridges
Sue MacLeman
Executive directors
Neil Anderson
Christopher Hart
74,583
55,228
300,070
300,070
Other key management personnel
Elise Hogan (ceased 28 June 2017)
301,370
For the year ended 30 June 2016
Non-executive directors
Mel Bridges
Sue MacLeman
Executive directors
Neil Anderson
Christopher Hart
Other key management personnel
Elise Hogan
54,300
32,083
170,472
170,472
36,705
-
-
-
-
-
-
-
-
-
-
Contractual arrangements for executive KMP
Remuneration and employment terms for executive directors and other
key management personnel are for the Managing Director, Clinical
Director and the other key management personnel are detailed in
employment agreements. The employment agreements do not have a
fixed term. The Group may terminate the contracts immediately if the
executive engages in serious misconduct, wilfully obeys a lawful and
reasonable direction or becomes bankrupt. Otherwise, the Group or the
executive may terminate the contracts by giving three months’ notice.
Non- executive director arrangements
The Board’s policy is to remunerate non-executive Directors at market
rates for comparable companies for the time, commitment and
responsibilities undertaken by non-executive Directors.
Remuneration payable to non-executive Directors consists of fixed fees
payable within the aggregate director fees approved by shareholders. In
addition, statutory employer superannuation contributions are payable
where relevant, as are non-cash benefits in lieu of fees.
Base fixed fees payable to non-executive Directors take account of work
undertaken on Board committees. Additional fixed fees will be paid to
directors who chair a Board committee.
2626
OVENTUS MEDICAL ANNUAL REPORT 2017
Total
$
88,601
66,932
342,444
342,444
7,085
4,771
28,507
28,507
-
-
6,933
6,933
13,867
13,867
35,788
108,381
28,303
473,842
5,158
-
16,195
16,195
3,487
-
-
-
-
-
2,410
2,410
4,821
4,821
61,868
34,493
191,488
191,488
5,975
46,167
In addition, non-executive Directors may participate under the terms of
the Company’s Employee Option Plan, subject to the relevant approval
of shareholders.
Other than by way of payment of statutory employer superannuation
contributions, retirement benefits are not granted to non-executive
Directors.
The Remuneration and Nomination Committee reviews the
remuneration of non-executive Directors annually. If considered
necessary, the Remuneration and Nomination Committee will
recommend that shareholders be asked to consider, and if considered
appropriate, to approve any increase in the aggregate non-executive
Director fees. The total amount of fixed fees paid to non-executive
Directors must not exceed the maximum amount authorised by
shareholders from time to time. As at 30 June 2017, the Consolidated
Entity was a listed entity and the requirement to have non-executive
director remuneration authorised is subject to approval at the
Company’s annual general meeting.
Where relevant, the Remuneration and Nomination Committee will seek
advice from independent third parties to bench mark non-executive
Director remuneration against relevant market practice.
OVENTUS MEDICAL ANNUAL REPORT 2017
SHARES UNDER OPTION
Unissued ordinary shares
Unissued ordinary shares of Oventus Medical Limited under option at the
date of this report are as follows:
Date options
granted
Expiry date
24 February 2016
23 February 2021
1 December 2016
1 December 2022
23 May 2017
12 December 2022
23 May 2017
24 February 2022
Exercise
price
$0.578
$1.055
$0.961
$0.940
Number
under option
2,258,601
500,000
700,000
150,000
No option holder has any right under the options to participate in any
other share issue of the company or any other entity.
It is noted that options of 401,464 granted on 14 April 2016 at an issue
price of $0.725 to KMPs were forfeited subsequent to the end of the year.
Shares issued on the exercise of options
No options were exercised during the year ended 30 June 2017.
INSURANCE OF OFFICERS AND INDEMNITIES
During the financial year, Oventus Medical Limited paid a premium of
$109,273 to insure the directors and secretaries of the Company and its
controlled entities.
The liabilities insured are legal costs that may be incurred in defending
civil or criminal proceedings that may be brought against the officers in
their capacity as officers of entities in the group, and any other payments
arising from liabilities incurred by the officers in connection with such
proceedings. This does not include such liabilities that arise from
conduct involving a wilful breach of duty by the officers or the improper
use by the officers of their position or of information to gain advantage
for themselves or someone else or to cause detriment to the company.
It is not possible to apportion the premium between amounts relating to
the insurance against legal costs and those relating to other liabilities.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of Court to bring proceedings on behalf
of the Company or intervene in any proceedings to which the Company is
a party for the purpose of taking responsibility on behalf of the Company
for all or any part of those proceedings.
The Company was not a party to any such proceedings during the period.
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 17 to the financial statements.
The directors are satisfied that the provision of non-audit services
during the financial year, by the auditor (or by another person or firm
on the auditor’s behalf), is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note
17 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.
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration is set out on the following page
and forms part of the Directors’ Report for the period ended 30 June 2017.
This report is made in accordance with a resolution of directors.
Mel Bridges
Director
Brisbane
Dated: 31 August 2017
OVENTUS MEDICAL ANNUAL REPORT 2017
2727
OVENTUS MEDICAL ANNUAL REPORT 2017FINANC IA L REP O RT
AUDITOR’S INDEPENDENCE DECLARATION
For the year ended 30 June 2017
AUDITOR’S INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF
OVENTUS MEDICAL LIMITED
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2017, there
have been:
no contraventions of the auditor independence requirements of the Corporations Act 2001
in relation to the audit;; and
AUDITOR’S INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF
OVENTUS MEDICAL LIMITED
no contraventions of any applicable code of professional conduct in relation to the audit.
(a)
(b)
PKF HACKETTS AUDIT
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2017, there
have been:
(a)
no contraventions of the auditor independence requirements of the Corporations Act 2001
in relation to the audit;; and
no contraventions of any applicable code of professional conduct in relation to the audit.
Cameron Bradley
(b)
Partner
PKF HACKETTS AUDIT
Brisbane, 31 August 2017
Cameron Bradley
Partner
Brisbane, 31 August 2017
2828
OVENTUS MEDICAL ANNUAL REPORT 2017
12
12
OVENTUS MEDICAL ANNUAL REPORT 2017
FINAN CI AL R EP ORT
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2017
Sales revenue
Other income
Less: Expenses
Manufacturing costs - Pilot phase
Marketing, website and logo expenses
Accounting and legal fees
Employee and contractors expense
Premises rental expense
Information technology costs
Insurance expense
Depreciation and amortisation
Administrative expenses
Research and development expenses
International travel expenses
Other expenses
Total expenses
Loss before interest and income tax
Interest revenue
Loss before income tax expense
Income tax expense
Note
30 June 2017
$
30 June 2016
$
447,994
51,213
582,431
852,419
463,335
540,164
-
512,007
341,266
195,774
2,569,138
1,033,863
174,265
473,082
142,308
615,621
331,644
239,977
297,348
356,414
7,097,982
(6,598,775)
88,661
85,620
137,542
26,297
197,470
167,097
-
55,150
142,027
2,894,113
(2,353,949)
12,871
(6,510,114)
(2,341,078)
13
-
-
Loss for the year attributable to members of the company
(6,510,114)
(2,341,078)
Other comprehensive income for the year
-
-
Total comprehensive loss attributable to members of the company
(6,510,114)
(2,341,078)
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
OVENTUS MEDICAL ANNUAL REPORT 2017
2929
OVENTUS MEDICAL ANNUAL REPORT 2017
FINANC IA L REP O RT
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2017
Current assets
Cash and cash equivalents
Trade and other receivables
Other current assets
Total current assets
Non- current assets
Property, plant and equipment
Intangible assets
Deposits
Total non- current assets
Total assets
Current liabilities
Trade and other payables
Other liabilities
Total current liabilities
Non- current liabilities
Other liabilities
Total non- current liabilities
Total liabilities
Net assets
Equity
Share capital
Share based payment reserve
Accumulated losses
Total equity
Note
30 June 2017
$
30 June 2016
$
3
4
5
6
7
8
9
9
10
11
12
8,648,099
420,092
1,225,385
161,114
124,145
744,507
10,293,576
1,029,766
1,314,290
2,420,447
91,518
3,826,255
14,119,831
1,089,043
127,473
1,216,516
14,283
14,283
1,230,799
12,889,032
21,729,732
201,311
(9,042,011)
12,889,032
1,427,298
1,270,978
-
2,698,276
3,728,042
1,655,614
78,822
1,734,436
57,267
57,267
1,791,703
1,936,339
4,426,703
41,533
(2,531,897)
1,936,339
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
3030
OVENTUS MEDICAL ANNUAL REPORT 2017
OVENTUS MEDICAL ANNUAL REPORT 2017
FINAN CI AL R EP ORT
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2017
Balance at 1 July 2015
Loss for the year
Total comprehensive income for the period
Transactions with owners in their
capacity as owners:
Contributions of equity, net of
transaction costs and tax
Share based payments
Total transactions with owners in their
capacity as owners:
Balance at 30 June 2016
Balance at 1 July 2016
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with owners in their
capacity as owners:
Contributions of equity, net of
transaction costs and tax
Share based payments
Total transactions with owners in their
capacity as owners:
Balance at 30 June 2017
Contributed
Equity
$
342,857
-
-
4,083,846
-
4,083,846
4,426,703
4,426,703
-
-
-
17,303,029
Share Based
Payments Reserve
$
-
-
-
-
41,533
41,533
41,533
41,533
-
-
-
-
-
159,778
17,303,029
21,729,732
159,778
201,311
Accumulated
Losses
$
(190,819)
(2,341,078)
(2,341,078)
Total
$
152,038
(2,341,078)
(2,341,078)
-
-
-
4,083,846
41,533
4,125,379
(2,531,897)
1,936,339
(2,531,897)
(6,510,114)
-
1,936,339
(6,510,114)
-
(6,510,114)
(6,510,114)
-
-
-
(9,042,011)
17,303,029
159,778
17,462,807
12,889,032
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
OVENTUS MEDICAL ANNUAL REPORT 2017
3131
OVENTUS MEDICAL ANNUAL REPORT 2017
FINANC IA L REP O RT
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2017
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
R&D grants and concessions received
Interest and other finance costs paid
Note
30 June 2017
$
30 June 2016
$
398,056
(6,630,595)
85,260
629,899
(12,696)
509,373
(2,203,345)
12,871
177,453
(319)
Net cash outflow from operating activities
21
(5,530,076)
(1,503,967)
Cash flows from investing activities
Payments for property, plant and equipment
Payments for term deposits
Payments for intangible assets
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds from issue of shares, net of transaction costs
10
(Repayments of) / proceeds from borrowings from directors and related entities
Net cash inflow from financing activities
Net increase in cash held
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the financial year
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
(249,959)
-
(2,251,874)
(2,501,833)
17,303,029
(767,999)
16,535,030
8,503,121
161,114
(16,136)
8,648,099
(1,529,706)
(92,385)
(1,060,668)
(2,682,759)
4,083,846
221,118
4,304,964
118,238
42,876
-
161,114
3232
OVENTUS MEDICAL ANNUAL REPORT 2017
OVENTUS MEDICAL ANNUAL REPORT 2017
FINAN CI AL R EP ORT
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
1. 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, revised or amending Accounting Standards and
Interpretations adopted
The Consolidated Entity has adopted all of the new, revised or amending
Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board (‘AASB’) that are mandatory for the current
reporting period.
Any new, revised or amending Accounting Standards or Interpretations
that are not yet mandatory have not been early adopted.
The adoption of these Accounting Standards and Interpretations did not
have any significant impact on the financial performance or position of
the Consolidated Entity.
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
These financial statements have been prepared under the historical
cost convention on an accrual basis of accounting and a going concern
assumption.
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 2.
All intercompany balances and transactions between entities in the
Consolidated Entity, including any unrealised profits or losses, have been
eliminated on consolidation. Accounting policies of controlled entities
are consistent with the policies adopted by the parent unless otherwise
stated below.
The Company was incorporated on 23 September 2015. At the same time
Oventus CRM Pty Ltd was incorporated as a wholly owned subsidiary
of the Company. On 28 September 2015, the Company acquired all the
issued shares in Oventus Manufacturing Pty Ltd, the consideration
being the issue of 74,375,000 fully paid shares in the Company (the
Restructure). Oventus Manufacturing Pty Ltd is the operating company in
the Consolidated Entity. Oventus Medical Limited and Oventus CRM Pty
Ltd have not traded during the year.
As the shareholders of Oventus Manufacturing Pty Ltd prior to the
Restructure were the same as the shareholders of the Company on
completion of the Restructure, the Restructure has been treated as a
“common control transaction” which does not meet the requirements of
a “business combination” as set out in AASB 3 Business Combinations.
Accordingly, no additional intangible assets (including any goodwill) have
been recognised on completion of the Restructure.
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.
Comparative information
Where necessary, comparative figures have been adjusted to conform to
changes in presentation in the current year.
Segment Reporting
The Consolidated Entity is a medical device developer operating within
a sole industry, being the development of oral appliances for sleep
disorders. The company operates predominantly in Australia. Operations
commenced in the United States of America in January 2017, however the
effect and size of the operation outside of Australia is not yet material.
Parent entity information
Revenue recognition
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 18.
Principles of consolidation
The Statement of Comprehensive Income and Statement of Financial
Position as at 30 June 2017 incorporates the assets, liabilities and
results of the Company and its controlled entities. A subsidiary is any
entity over which the Company has the power to govern the financial and
operating policies, generally accompanying a shareholding of more than
one half of the voting rights.
Revenue from sale of goods is recognised when the significant risks
and rewards of ownership of the goods have passed to the buyer and
the costs incurred or to be incurred in respect of the transaction can
be measured reliably. Risks and rewards of ownership are considered
passed to the buyer at the time of delivery of the goods to the customer.
Interest revenue is recognised when it becomes receivable on a
proportional basis taking in to account the interest rates applicable to the
financial assets.
All revenue is stated net of the amount of goods and services tax (GST).
OVENTUS MEDICAL ANNUAL REPORT 2017
3333
OVENTUS MEDICAL ANNUAL REPORT 2017FINANC IA L REP O RT
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2017
Government grants
Grants from government, including Australian Research and
Development tax offsets, are recognised at their fair value where there is
a reasonable assurance that the grant will be received and the Company
will comply with all attached conditions.
Where a grant is received relating to research and development costs
that have been expensed, the grant is recognised as other income when
the grant becomes receivable.
When the grant relates to an asset, the cost of the asset is shown net of
the grant or receivable.
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.
Manufacturing costs - Pilot phase
Manufacturing costs incurred during the pilot phase of manufacturing
have been expensed as incurred. When the Consolidated Entity expands
its manufacturing and distribution, expected in the year ended 30 June
2019, it will commence recognising cost of sales. All costs directly
associated with generating revenue, including direct materials and
labour and indirect costs will be allocated to cost of goods for sale.
Inventories
Raw materials and stores, work in progress and finished goods are
stated at the lower of cost and net realisable value. Cost comprises
direct materials, direct labour and an appropriate proportion of variable
and fixed overhead expenditure. Costs are assigned to individual items
of inventory on the basis of weighted average costs. Costs of purchased
inventory are determined after deducting rebates and discounts. 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.
Expenses
All expenses are recognised in the Statement of Comprehensive Income
on an accrual basis. Amounts disclosed as expenses are net of taxes
paid except where the amount of goods and services tax incurred is not
recoverable from the taxation authority. In these circumstances, the tax
is recognised as part of the expense.
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 include cash on hand and at banks, short-
term deposits with an original maturity of three months or less held
at call with financial institutions, and bank overdrafts. Bank overdrafts
are shown within borrowings in current liabilities in the Statement of
Financial Position.
Trade and other receivables
Trade receivables are recognised initially at fair value and subsequently
shown net of provision for bad debts. Trade receivables are generally
due for settlement within 30 days. They are presented as current assets
unless collection is not expected for more than 12 months after the
reporting date.
3434
OVENTUS MEDICAL ANNUAL REPORT 2017
OVENTUS MEDICAL ANNUAL REPORT 2017Collectability of trade receivables is reviewed on an ongoing basis. Debts
which are known to be uncollectible are written off by reducing the
carrying amount directly. An allowance account (provision for impairment
of trade receivables) is used when there is objective evidence that the
Company will not be able to collect all amounts due according to the
original terms of the receivables. Significant financial difficulties of the
debtor, probability that the debtor will enter bankruptcy or financial
reorganisation, and default or delinquency in payments are considered
indicators that the trade receivables are impaired. The amount of the
impairment allowance is the difference between the asset’s carrying
amount and the present value of estimated future cash flows, discounted
at the original effective interest rate. Cash flows relating to short-term
receivables are not discounted if the effect of discounting is immaterial.
The amount of the impairment loss is recognised in the profit or loss
within other expenses. When a trade receivable for which an impairment
allowance had been recognised becomes uncollectible in a subsequent
year, it is written off against the allowance account. Subsequent
recoveries of amounts previously written off are credited against other
expenses in profit or loss.
Plant and equipment
Each class of plant and equipment is carried at cost or fair value less,
where applicable, any accumulated depreciation and any accumulated
impairment losses.
Plant and equipment is measured on a cost basis.
Depreciation
The depreciable amount of all property, plant and equipment is
depreciated over their estimated useful lives commencing from the time
the asset is held ready for use. Land and the land component of any class
of property, plant and equipment is not depreciated.
Class of fixed asset
Office equipment
Computer equipment
Sleep and production equipment
Intangible assets
Patents, trademarks and licences
Depreciation rates
20%
33%
20- 33%
Patents, trademarks and licences are recognised at cost less
accumulated amortisation and accumulated impairment losses.
Amortisation is recognised on a straight-line basis over their estimated
useful lives. The estimated useful life and amortisation method are
reviewed at the end of each reporting period, with the effect of any
changes in estimate being accounted for on a prospective basis. The
Group’s estimate of the useful lives of its patents, trademarks and
licenses is 20 years.
Research and development expenditure
An internally generated intangible asset arising from development (or
from the development phase of an internal project) is recognised if, and
only if, all of the following have been demonstrated:
•
the technical feasibility of completing the intangible asset so that it
will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
•
•
•
how the intangible asset will generate probable future economic
benefits;
the availability of adequate technical, financial and other resources to
complete the development and to use
the ability to measure reliably the expenditure attributable to the
intangible asset during its development.
The amount initially recognised for internally generated intangible
assets is the sum of the expenditure incurred from the date when
the intangible asset first meets the recognition criteria listed above.
Any research and development tax offsets or grants received relating
to development costs are deducted from the total development cost.
Where no internally generated intangible asset can be recognised,
development expenditure is recognised in profit or loss in the period in
which it is incurred.
Subsequent to initial recognition, internally generated intangible assets
are reported at cost less accumulated amortisation and accumulated
impairment losses. Amortisation is recognised on a straight line basis
over the estimated useful life of 5 years. The estimated useful life and
amortisation method are reviewed at the end of each reporting period,
with the effect of any changes in estimate being accounted for on a
prospective basis.
Financial instruments
Classification
The Company classifies its financial assets into the following
categories: financial assets at fair value through profit and loss, loans
and receivables, held-to-maturity investments, and available-for-sale
financial assets. The classification depends on the purpose for which the
instruments were acquired. Management determines the classification of
its financial instruments at initial recognition.
Loans and receivables
Loans and receivables are measured at fair value at inception and
subsequently at amortised cost using the effective interest rate method.
Financial liabilities
Financial liabilities include trade payables, other creditors and loans
from third parties including inter-company balances and loans from or
other amounts due to director-related entities.
Expenditure on research activities is recognised as an expense when
incurred.
Non-derivative financial liabilities are recognised at amortised cost,
comprising original debt less principal payments and amortisation.
OVENTUS MEDICAL ANNUAL REPORT 2017
3535
OVENTUS MEDICAL ANNUAL REPORT 2017FINANC IA L REP O RT
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2017
Financial liabilities are classified as current liabilities unless the group
has an unconditional right to defer settlement of the liability for at least
twelve months after the reporting period.
Impairment of financial assets
The carrying amount of financial assets is reviewed annually by directors
to assess whether there is any objective evidence that a financial asset
is impaired.
Where such objective evidence exists, the company recognises
impairment losses.
Trade and other payables
Trade payables represent liabilities for goods and services provided to the
Company prior to the end of financial period, which are unsecured and
are usually paid within 30 days of recognition. Trade and other payables
are presented as current liabilities unless payment is not due within 12
months from reporting date. They are recognised initially at their fair
value and subsequently measured at amortised cost using the effective
interest method.
Impairment of non-financial assets
Goodwill, intangible assets not yet ready for use and intangible assets
that have an indefinite useful life are not subject to amortisation and are
therefore tested annually for impairment, or more frequently if events or
changes in circumstances indicate that they might be impaired.
An impairment loss is recognised where the carrying amount of the asset
exceeds its recoverable amount. The recoverable amount of an asset is
defined as the higher of its fair value less costs to sell and value in use.
For an asset measured at cost, an impairment loss is recognised
in profit or loss where the carrying amount of the asset exceeds its
recoverable amount.
Reversal of impairment loss for an asset measured at cost other than
goodwill is recognised immediately in profit or loss.
Provisions
A provision is recognised in the statement of financial position when
the Company has a present legal or constructive obligation as a result
of a past event, and it is probable that an outflow of economic benefits
will be required to settle the obligation, and the amount has been
reliably estimated.
Leases
Leases are classified at their inception as either operating or finance
leases based on the economic substance of the agreement so as to
reflect the risks and benefits incidental to ownership.
Operating Leases
Lease payments for operating leases, where substantially all the risks
and benefits remain with the lessor, are recognised as an expense on a
straight-line basis over the term of the lease.
Lease incentives received under operating leases are recognised as
a liability and amortised on a straight-line basis over the life of the
lease term.
Employee entitlements
Liabilities for salaries including annual leave expected to be settled
within 12 months of the reporting date are recognised in current
employee entitlements in respect of employee services up to the
reporting date, and are measured at the amounts expected to be paid
when the liabilities are settled.
The liability for long service leave is based on current salary levels, years
of completed service and the estimated probability that the employee will
remain with the Company.
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of
associated GST, unless the GST incurred is not recoverable from the
taxation authority. In this case it is recognised as a part of the cost of
acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST
receivable or payable. The net amount of GST recoverable from, or
payable to, the taxation authority is included with other receivables or
payables in the balance sheet.
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 taxation authority, are presented as operating
cash flows.
Contributed equity
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.
New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been
published that are not mandatory for 30 June 2017 reporting periods
and have not been early adopted by the Consolidated entity. The
Consolidated Entity’s assessment of the impact of these new standards
and interpretations is set out below.
AASB 9 Financial Instruments
AASB 9 Financial Instruments and applicable amendments, effective
from 1 January 2018, addresses the classification, measurement and
derecognition of financial assets and financial liabilities. This standard
introduces new classification and measurement models for financial
assets, using a single approach to determine whether a financial
asset is measured at amortised cost or fair value. It has now also
introduced revised rules around hedge accounting and impairment. The
Consolidated Entity will adopt this standard and the amendments from
1 July 2017 and it does not expect this to have a significant impact on
the recognition and measurement of the Consolidated Entity’s financial
instruments. The derecognition rules have not been changed from
3636
OVENTUS MEDICAL ANNUAL REPORT 2017
OVENTUS MEDICAL ANNUAL REPORT 2017the previous requirements and the Consolidated Entity does not apply
hedge accounting.
AASB 15 Revenue from Contracts with Customers
This standard is applicable to annual reporting periods beginning on
or after 1 January 2018. The standard provides a single standard for
revenue recognition. The new standard is based on the principle that
revenue is recognised when control of a good or service transfers
to a customer. The standard permits either a full retrospective or
a modified retrospective approach for its adoption. The standard
will require contracts to be identified, together with the separate
performance obligations within the contract. The transaction price
will be determined adjusted for the time value of money. Revenue is
recognised when each performance obligation is satisfied. For goods,
the performance obligation would be satisfied when the customer
obtains control of the goods. Contracts with customers will be
presented in an entity’s statement of financial position as a contract
liability, a contract asset, or a receivable, depending on the relationship
between the entity’s performance and the customer’s payment. The
Consolidated Entity will adopt this standard from 1 July 2018 and is
assessing the impact of its adoption.
AASB 16 Leases
The new standard will be effective for annual periods beginning on or
after 1 January 2019. Early application is permitted, provided the new
revenue standard, AASB 15 Revenue from Contracts with Customers,
has been applied, or is applied at the same date as AASB 16. AASB
16 will primarily affect the accounting by lessees and will result in the
recognition of almost all leases on the balance sheet. The standard
removes the current distinction between operating and financing leases
and requires recognition of an asset (the right to use the leased item)
and a financial liability to pay rentals for almost all lease contracts.
The accounting by lessors, however, will not significantly change. The
Consolidated Entity has not elected early adoption and is assessing the
impact of its adoption.
2. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES
AND ASSUMPTIONS
The preparation of the financial statements requires management to
make judgements, estimates and assumptions that affect the reported
amounts in the financial statements. Management continually evaluates
its judgements and estimates in relation to assets, liabilities, contingent
liabilities, revenue and expenses. Management bases its judgements,
estimates and assumptions on historical experience and on other
various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting
accounting judgements and estimates will seldom equal the related
actual results. The judgements, estimates and assumptions that have
a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities (refer to the respective notes) within
the next financial year are discussed below.
Share-based payment transactions
The Consolidated Entity measures the cost of equity-settled transactions
with employees by reference to the fair value of the equity instruments at
the date at which they are granted. The fair value is determined by using
the 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.
Estimation of useful lives of assets
The Consolidated Entity determines the estimated useful lives and
related depreciation and amortisation charges for its property, plant and
equipment and finite life intangible assets. The useful lives could change
significantly as a result of technical innovations or some other event.
The depreciation and amortisation charge will increase where the useful
lives are less than previously estimated lives, or technically obsolete or
non-strategic assets that have been abandoned or sold will be written off
or written down.
Development costs
The Group capitalises development costs for a project in accordance
with the accounting policy as per note 1. Initial capitalisation of costs is
based on management’s judgement that technological and economic
feasibility is confirmed, usually when a product development project
has reached a defined milestone according to an established project
management model. In determining the amounts to be capitalised,
management makes assumptions regarding the expected future cash
generation of the project and the expected period of benefits. At 30
June 2017, the carrying amount of capitalised development costs was
$1,847,478 (2016: $920,768).
Going concern
The financial statements have been prepared on a going concern basis
that presumes the realisation of assets and the discharge of liabilities in
the normal course of operations for the foreseeable future.
The ability of the Consolidated Entity to continue on a going concern
basis is dependent upon the following:
•
The successful development of the Consolidated Entity’s product
•
Success in achieving budgeted sales and positive cash flow from
operations, and
•
The ability to raise further capital as required.
During the year, the Consolidated Entity made a loss before tax of
$6,510,114 (30 June 2016: loss of $2,341,078) and has accumulated
losses of $9,042,011. However, as at 30 June 2017, the current assets
exceed its current liabilities by $9,077,060. Thus the directors have
a reasonable expectation that the Consolidated Entity has adequate
resources to continue in operational existence in the foreseeable future.
However, additional capital raising may be required in the future to meet
expansionary and long term goals.
OVENTUS MEDICAL ANNUAL REPORT 2017
3737
OVENTUS MEDICAL ANNUAL REPORT 2017FINANC IA L REP O RT
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2017
3. CASH AND CASH EQUIVALENTS
Cash on hand
Cash at bank
4. TRADE AND OTHER RECEIVABLES
Trade debtors
GST receivable
Other debtors
30 June 2017
$
324
8,647,775
8,648,099
107,567
250,029
62,496
420,092
30 June 2016
$
233
160,881
161,114
47,621
75,657
867
124,145
As at 30 June 2017, trade receivables of $72,440 (2016: $26,280) were past due but not impaired. These relate to a number of independent customers
for whom there is no recent history of default. The other classes within trade and other receivables do not contain impaired assets and are not past
due. Based on the credit history of these other classes, it is expected that these amounts will be received when due.
5. OTHER CURRENT ASSETS
Prepayments
Term deposits
Rental bond paid
Accrued research & development tax credit
Inventory
Other assets
30 June 2017
$
30 June 2016
$
220,523
-
3,051
848,567
85,497
67,747
1,225,385
157,478
91,518
3,051
396,301
-
96,159
744,507
3838
OVENTUS MEDICAL ANNUAL REPORT 2017
OVENTUS MEDICAL ANNUAL REPORT 2017Furniture
$
Computer and
office equipment
$
Sleep and production
equipment
$
Property
improvements
$
6. PROPERTY, PLANT AND EQUIPMENT
At 1 July 2015
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2016
Opening net book amount
Additions
Tax concession received or receivable
Depreciation charge
Closing net book amount
At 30 June 2016
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2017
Opening net book amount
Additions
Disposals
Depreciation charge
Closing net book amount
At 30 June 2017
Cost
Accumulated depreciation
Net book amount
-
-
-
-
8,329
-
(862)
7,467
8,329
(862)
7,467
7,467
-
-
(2,489)
4,978
8,329
(3,351)
4,978
4,788
(1,172)
3,616
3,616
21,065
-
(4,310)
20,371
25,853
(5,482)
20,371
20,371
18,046
(784)
(10,025)
27,608
42,691
(15,083)
27,608
Total
$
4,788
(1,172)
3,616
3,616
1,562,721
(33,016)
(106,023)
1,427,298
1,567,509
(140,211)
1,427,298
-
-
-
-
-
-
-
-
1,261,804
271,523
(33,016)
(57,908)
1,170,880
1,261,804
(90,924)
1,170,880
-
(42,943)
228,580
271,523
(42,943)
228,580
1,170,880
228,580
1,427,298
231,913
(400)
(274,630)
1,127,763
1,493,256
(365,493)
1,127,763
-
-
(74,639)
153,941
271,523
(117,582)
153,941
249,959
(1,184)
(361,783)
1,314,290
1,815,799
(501,509)
1,314,290
Sleep and production equipment is shown net of amounts received or receivable subject to the research and development tax concession.
OVENTUS MEDICAL ANNUAL REPORT 2017
3939
OVENTUS MEDICAL ANNUAL REPORT 2017
FINANC IA L REP O RT
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2017
7. INTANGIBLE ASSETS
At 1 July 2015
Cost
Accumulated amortisation
Net book amount
Year ended 30 June 2016
Opening net book amount
Additions
Tax concession received or receivable
Amortisation expense
Closing net book amount
At 30 June 2016
Cost
Accumulated amortisation
Net book amount
Year ended 30 June 2017
Opening net book amount
Additions
Tax concession received or receivable
Amortisation expense
Closing net book amount
At 30 June 2017
Cost
Accumulated amortisation
Net book amount
Patents, trademarks
and licenses
$
Software
$
Development
costs
$
113,083
(4,496)
108,587
108,587
95,512
-
(5,306)
198,793
208,595
(9,802)
198,793
198,793
192,656
-
(21,459)
369,990
401,251
(31,261)
369,990
3,355
(839)
2,516
2,516
164,678
-
(15,777)
151,417
168,033
(16,616)
151,417
151,417
133,325
-
(81,763)
202,979
301,358
(98,379)
202,979
842,563
-
842,563
842,563
800,478
(651,910)
(70,363)
920,768
991,131
(70,363)
920,768
920,768
1,925,893
(848,567)
(150,616)
1,847,478
2,068,457
(220,979)
1,847,478
Total
$
959,001
(5,335)
953,666
953,666
1,060,668
(651,910)
(91,446)
1,270,978
1,367,759
(96,781)
1,270,978
1,270,978
2,251,874
(848,567)
(253,838)
2,420,447
2,771,066
(350,619)
2,420,447
Development costs are shown net of amounts received or receivable subject to the research and development tax concession.
4040
OVENTUS MEDICAL ANNUAL REPORT 2017
OVENTUS MEDICAL ANNUAL REPORT 2017
8. TRADE AND OTHER PAYABLES
Trade creditors
Other creditors
GST payable
PAYG Withholding payable
Employee benefits payable
Payable to related party - director loans
9. OTHER LIABILITIES
Current
Employee benefits - annual leave
Deferred lease incentive
Non- current
Deferred lease incentive
10. EQUITY - SHARE CAPITAL
30 June 2017
$
30 June 2016
$
367,800
453,198
1,122
237,048
29,875
-
1,089,043
84,489
42,984
127,473
14,283
14,283
468,854
129,168
12,107
283,063
-
762,422
1,655,614
38,365
40,457
78,822
57,267
57,267
Opening Balance
48,000,000
4,426,703
342,857
342,857
30 June 2017
Number of shares
#
30 June 2017
Value of shares
$
30 June 2016
Number of shares
#
30 June 2016
Value of shares
$
Issue of shares in Oventus Medical Limited on
restructuring of company
Shares issued in consideration of initial
investment in Oventus Manufacturing Pty Ltd
Ordinary shares issued:
28 September 2015
30 November 2015
19 July 2016
29 June 2017
30 June 2017
Consolidation of shares
Share issue costs
At reporting date
Rights of each type of share
-
-
-
-
24,000,000
17,916,660
83,340
-
-
90,000,000
-
-
-
-
12,000,000
6,449,998
30,002
-
(1,176,971)
21,729,732
(342,857)
74,375,000
625,000
20,650,000
-
-
-
(47,650,000)
-
48,000,000
-
-
100,000
4,130,000
-
-
-
-
(146,154)
4,426,703
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held.
At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.
41
OVENTUS MEDICAL ANNUAL REPORT 2017
FINANC IA L REP O RT
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2017
11. EQUITY - SHARE BASED PAYMENT RESERVE
Share based payment reserve
The share based payment reserve is used to recognise the value of equity-settled share
based payments provided to employees, including key management personnel, as part of
their remuneration. Refer to Note 23 for further details.
12. ACCUMULATED LOSSES
Accumulated losses at beginning of year
Current period loss
13. INCOME TAX EXPENSE
Income tax expense
Current tax
Aggregate income tax expense
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense from continuing operations
Tax at the statutory tax rate of 27.5% (2016: rate of 30%)
Tax effect amounts which are not deductible in calculating taxable income:
Non-assessable or deductible items
Unused tax losses for which no deferred tax asset has been recognised
Income tax expense
14. FINANCIAL INSTRUMENTS
30 June 2017
$
201,311
201,311
30 June 2016
$
41,533
41,533
(2,531,897)
(6,510,114)
(9,042,011)
(190,819)
(2,341,078)
(2,531,897)
-
-
-
-
(6,510,114)
(1,790,281)
57,558
(1,732,723)
1,732,723
-
(2,341,078)
(702,323)
454
(701,870)
701,870
-
The Consolidated Entity’s activities expose it to a variety of financial risks: market risk (which includes foreign currency risk), interest rate risk, credit
risk and liquidity risk. The Consolidated Entity uses different methods to measure different types of risk to which it is exposed. These methods include
sensitivity analysis in the case of interest rates and foreign exchange risk and aging analysis for credit risk.
Risk management is carried out by the chief executive officer under policies approved by the directors. These policies include identification and
analysis of risks and appropriate procedures to address these and report to the board of directors annually as to the effectiveness of the Consolidated
Entity’s management of its key business risks.
Market risk
Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates will affect the Consolidated Entity’s income.
Foreign currency risk
The Consolidated Entity is exposed to foreign exchange fluctuations in relation to expenditures denominated in foreign currencies.
Interest rate risk
The Consolidated Entity’s main interest rate risk arises from cash and cash equivalents.
The Consolidated Entity has reviewed its sensitivity to market, foreign currency and interest rate risks and determined that this is not material.
4242
OVENTUS MEDICAL ANNUAL REPORT 2017
OVENTUS MEDICAL ANNUAL REPORT 201714. FINANCIAL INSTRUMENTS (CONTINUED)
As at the reporting date, the consolidated entity had the following cash and cash equivalents:
Consolidated
Cash on hand and short term deposits
Cash at bank
Term deposits
Net exposure to cash flow interest rate risk
2017
2016
Weighted average
interest rate
%
nil
nil
2.77%
Balance
$
324
8,647,775
91,518
8,739,617
Weighted average
interest rate
%
nil
0.62%
2.77%
Balance
$
233
160,881
91,518
252,632
Subsequent to 30 June 2017, on 3 July 2017 $6,000,000 was transferred to a term deposit, earning interest at 2.16% p.a.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Consolidated Entity. The
management assess the credit quality of its customers taking into account their financial position and past experience. The maximum exposure
to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as
disclosed in the statement of financial position and notes to the financial statements. The Consolidated Entity does not hold any collateral.
Financial assets
Set out below is an overview of financial assets, other than cash and short term deposits, held by the Consolidated Entity as at 30 June 2017 and 30
June 2016:
Consolidated
Financial assets at amortised cost:
Trade and other receivables
Total
Remaining contractual maturities
30 June 2017
$
30 June 2016
$
420,092
420,092
124,145
124,145
The following tables detail the Consolidated Entity’s remaining contractual maturity for its financial 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
Non-derivatives
Non-interest bearing
Trade and other payables
Loans from directors
Interest-bearing - fixed
Loans from directors
Total non-derivatives
30 June 2017
30 June 2016
Weighted average
interest rate
%
1 year or less
$
Weighted average
interest rate
%
1 year or less
$
nil
nil
nil
1,089,043
-
-
1,089,043
nil
nil
11.43%
893,192
237,422
525,000
1,655,614
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
43
OVENTUS MEDICAL ANNUAL REPORT 2017
FINANC IA L REP O RT
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2017
15. RELATED PARTY TRANSACTIONS
The Consolidated Entity entered into the following related party transactions during the year:
(a) Product sales
A total of $128,000 in sales by Oventus Manufacturing have been to Breathing Assist Solutions Pty Ltd (formerly known as Oventus Clinical Pty Ltd), a
company controlled by Christopher Hart and owned by entities associated with Christopher Hart and Neil Anderson. At 30 June 2017, amounts owed
by Breathing Assist Solutions Pty Ltd was $50,587 (30 June 2016: $17,062) (included in trade and other receivables).
(b) Executive contract with Neil Anderson
The Company executed an executive contract with Neil Anderson as Chief Executive Officer on 15 February 2016, back-dated to 1 November 2015.
Prior to the execution of the executive contract, remuneration paid to Neil Anderson as chief executive officer was through a consultancy agreement
with NGCT Pty Ltd (“NGCT”) a company controlled by Neil Anderson. For the year ended 30 June 2017 Oventus Manufacturing paid NGCT $Nil (30
June 2016: $59,000) for services provided by Neil Anderson. A portion of these costs was capitalised as development costs. No amounts were
owed to NGCT at year end (2016: Nil).
(c) Loan facility - Christopher Hart
On 30 June 2014, Oventus Manufacturing entered into a facility agreement with Christopher Hart to provide a funding facility for Oventus
Manufacturing. Interest accrued on the principal balance after 12 months from the date of the agreement and can be added to the principal. The
interest rate is to be no more than the rate borrowed by the lender on similar loans. The debt is unsecured and the repayment date is to be agreed
by the parties. At 30 June 2017, the amount owed to Christopher Hart under the facility agreement was $Nil (30 June 2016: $682,202). All amounts
advanced up to completion of the capital raising, were repaid by proceeds received under the Offer, on 10 August 2016.
During the year ended 30 June 2016, Oventus Manufacturing occupied premises leased by Breathing Assist Solutions Pty Ltd, to which it contributed
50% of the premises costs. This arrangement ceased in January 2016 when Oventus entered into a lease at new premises. As at the date of this report,
Breathing Assist Solutions sublets premises leased by Oventus at commercial rates. Rent was received of $9,990 for the year ended 30 June 2017.
16. KEY MANAGEMENT PERSONNEL
Directors
The following persons were directors of Oventus Medical Limited during the financial year:
Mel Bridges
Neil Anderson
Christopher Hart
Sue MacLeman
Other key management personnel
(Chairman) (Non- Executive Director)
(Managing Director) (Chief Executive Officer)
(Clinical Director) (Founder)
(Non- Executive Director)
The following persons also had the authority and responsibility for planning, directing and controlling the major activities of the Consolidated Entity,
directly or indirectly, during the financial year:
Elise Hogan (ceased 28 June 2017)
(Vice President of Global Sales, Marketing and Commercialisation)
Stephen Denaro
Compensation
(Company Secretary)
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
Termination payments
4444
OVENTUS MEDICAL ANNUAL REPORT 2017
30 June 2017
$
30 June 2016
$
1,056,321
104,658
69,903
108,381
1,339,263
482,780
41,035
20,438
-
544,253
OVENTUS MEDICAL ANNUAL REPORT 201717. REMUNERATION OF AUDITORS
During the financial year the following fees were paid or payable for services provided by PKF
Hacketts Audit the auditor of the company:
Audit services - PKF Hacketts Audit
Audit or review of the financial statements
Other services - PKF Hacketts
Investigating accountant services
30 June 2017
$
30 June 2016
$
43,500
42,440
-
43,500
22,000
64,440
The Consolidated Entity retains PKF Hacketts to provide services in addition to their statutory audit requirements where PKF Hacketts expertise and
experience with the Consolidated Entity are important. In 2016, these services comprised investigating accountant’s services in connection the listing
of the Company on the ASX.
18. 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
Accumulated losses
Total equity
30 June 2017
$
(760,992)
(760,992)
8,554,784
20,968,314
159,271
159,271
21,570,035
(760,992)
20,809,043
30 June 2016
$
(159,697)
(159,697)
584,121
4,312,989
45,984
45,984
4,426,703
(159,697)
4,267,005
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 2017 and 30 June 2016.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2017 and 30 June 2016.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment at as 30 June 2017 and 30 June 2016.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Consolidated Entity, as disclosed in note 1, except for the following:
•
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
• Dividends received from subsidiaries are recognised as other income by the parent entity.
45
OVENTUS MEDICAL ANNUAL REPORT 2017FINANC IA L REP O RT
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2017
19. INTEREST IN SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting
policy described in note 1:
Name
Oventus CRM Pty Ltd
Oventus Manufacturing Pty Ltd
Oventus Medical USA, Inc.
Principal place of business
/ country of incorporation
Consideration
for acquisition
Australia
Australia
United States
-
342,857
-
2017
100%
100%
100%
2016
100%
100%
100%
Ownership interest
Oventus Medical USA was incorporated as a wholly owned subsidiary of the Company on 13 January 2017 in the state of Delaware. O2Vent™ was
officially launched at G’day USA event in San Francisco on 21 January 2017 and records for the first saleable product have been received. The purpose
of this entity is to market and distribute the Consolidated Entity’s devices in the USA.
The principal activities of each subsidiary are:
Oventus CRM Pty Ltd - holds patient and clinical data
Oventus Manufacturing Pty Ltd - operating entity responsible for the development and manufacture of the Consolidated Entity’s devices.
20. SUBSEQUENT EVENTS
Subsequent to the end of the financial year Oventus Medical Limited raised $519,843 by issue of 1,444,009 shares (Second Tranche Shares) at $0.36
per share by way of a placement to Institutional Investors. This is in accordance with the share purchase plan announced to the market on 22 June
2017 which has been undertaken to raise overall additional capital of $7 million.
On 12 July 2017 the Company received FDA clearance for the O2Vent W - winged or dorsal flex appliance - to allow for the sale of the appliance in the
US. This is a significant milestone for entry into the US market as the Company now has O2Vent appliances with the two most popular mandibular
advancement mechanisms. Initial sales are anticipated for the October 2017 quarter with a growth expected for future periods.
21. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH FROM OPERATING ACTIVITIES
Loss after income tax expense for the year
Adjustments for:
Depreciation and amortisation
Net loss on disposal of non-current assets
Share-based payments
Research and development tax concession
Foreign exchange fluctuations
Change in operating assets and liabilities:
(Increase) in trade and other receivables
(Increase) in other assets
Increase in trade and other payables
Increase in employee benefits
(Decrease) / Increase in other liabilities
Net cash outflow from operating activities
4646
OVENTUS MEDICAL ANNUAL REPORT 2017
30 June 2017
$
30 June 2016
$
(6,510,114)
(2,341,078)
615,621
11,096
159,778
396,301
16,136
(277,448)
(148,542)
201,429
46,124
(40,457)
197,470
-
41,533
651,910
-
(162,329)
(553,771)
604,364
38,365
19,569
(5,530,076)
(1,503,967)
OVENTUS MEDICAL ANNUAL REPORT 201722. EARNINGS PER SHARE
Earnings per share for profit/(loss) from continuing operations
Loss after income tax
Loss after income tax attributable to the owners of Oventus Medical Limited
Weighted average number of ordinary shares used in calculating basic earnings per share
Weighted average number of ordinary shares used in calculating diluted earnings per share
Basic earnings per share
Diluted earnings per share
23. SHARE- BASED PAYMENTS
Employee option
30 June 2017
$
30 June 2016
$
(6,510,114)
(6,510,114)
Numbers
70,914,840
70,914,840
Cents
(9.18)
(9.18)
(2,341,078)
(2,341,078)
Numbers
43,590,892
43,590,892
Cents
(5.37)
(5.37)
Under the Consolidated Entity’s Employee Share Option Plan, the Company has 2,609,882 (Tranche 1) options and 401,464 (Tranche 2) options
outstanding as at 30 June 2017. The first tranche of options were issued to the Consolidated Entity’s directors, employees and contractors under the
Executive Share Option Plan and the second tranche of options was issued to the Company’s Sales and Marketing Vice President under the Executive
Share Option Plan. Subsequent issues were made in the year ended 30 June 2017 to the Consolidated Entity’s employees under the Oventus Employee
Option Plan.
Set out below are summaries of options granted under the plan:
Expiry
date
Exercise
price
Balance at the
start of the year
Granted
Exercised
Expired/
forfeited/ other
Balance at the
end of the year
Grant date
As at 30 June 2017
24/2/16
14/4/16
1/12/16
23/5/17
23/5/17
23/2/21
14/4/21
1/12/21
12/12/22
24/2/22
$0.578
$0.725
$1.055
$0.961
$0.940
As at 30 June 2016
24/2/16
14/4/16
23/2/21
13/4/21
$0.578
$0.725
2,960,794
401,464
-
-
-
-
-
50,183
-
550,000
700,000
100,000
1,400,183
3,061,160
401,464
3,462,624
-
-
-
-
-
-
-
-
-
(401,095)
2,609,882
-
-
-
-
401,464
550,000
700,000
100,000
(401,095)
3,561,346
(100,366)
2,960,794
-
401,464
(100,366)
3,362,258
No options were exercised during the year ended 30 June 2017 under the Oventus Employee Option Plan.
47
OVENTUS MEDICAL ANNUAL REPORT 2017
FINANC IA L REP O RT
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2017
24. COMMITMENTS FOR EXPENDITURE
The Company has entered into two non-cancellable operating property leases and one licencing arrangement for the use of property. Minimum lease
payments contracted for but not recognised in the financial information are payable as follows:
Not later than 1 year
Later than 1 but not later than 5 years
Total
30 June 2017
$
30 June 2016
$
195,286
49,252
244,538
228,238
244,538
472,776
The Taringa office property lease is a non-cancellable lease with a 3-year term. Minimum lease payments shall be increased by fixed rate of
4% per annum.
The Sydney office property lease is a non-cancellable lease with a 2-year term. Minimum lease payments shall be increased by fixed rate of
4% per annum.
The licence agreement with Commonwealth Scientific and Industrial Research Organisation (CSIRO) is for the use of property and is for a licence
period of 2 years, with licence and service fees payable monthly in advance. Contingent provisions within the licence agreement require that the
licence and services fees shall be increased by the consumer price index (CPI) per annum.
4848
OVENTUS MEDICAL ANNUAL REPORT 2017
OVENTUS MEDICAL ANNUAL REPORT 2017FINAN CI AL R EP ORT
DIRECTORS’ DECLARATION
For the year ended 30 June 2017
In the directors’ opinion
•
•
•
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001
and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting
Standards Board as described in note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the Consolidated Entity’s financial position as at 30 June 2017 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
Mel Bridges
Director
Brisbane
Dated: 31 August 2017
49
OVENTUS MEDICAL ANNUAL REPORT 2017FINANC IA L REP O RT
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
OF OVENTUS MEDICAL LIMITED
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF OVENTUS MEDICAL LIMITED
Report on the Financial Report
Opinion
We have audited the accompanying financial report of Oventus Medical Limited (the company), which
comprises the consolidated statement of financial position as at 30 June 2017, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in
equity and the consolidated statement of cash flows for the year then ended, notes comprising a
summary of significant accounting policies and other explanatory information, and the directors’
declaration of the company and the consolidated entity comprising the company and the entities it
controlled at the year’s end or from time to time during the financial year.
In our opinion, the financial report of Oventus Medical Limited is in accordance with the Corporations
Act 2001, including:
i)
ii)
Giving a true and fair view of the consolidated entity’s financial position as at 30 June
2017 and of its performance for the year ended on that date;; and
Complying with Australian Accounting Standards and the Corporations Regulations
2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Those standards require
that we comply with relevant ethical requirements relating to audit engagements and plan and perform
the audit to obtain reasonable assurance about whether the financial report is free from material
misstatement. Our responsibilities under those standards are further described in the Auditor’s
Responsibility section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the consolidated entity in accordance with the Corporations Act 2001 and the
ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of
Ethics for Professional Accountants (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.
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. This matter was 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 this matter. For each matter below, our description of how our audit addressed
the matter is provided in that context.
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OVENTUS MEDICAL ANNUAL REPORT 2017
33
OVENTUS MEDICAL ANNUAL REPORT 2017
1. Capitalisation and Valuation of Internal Development Costs
Why significant
How our audit addressed the key audit matter
Our work included, but was not limited to, the following
procedures:
•
•
•
testing, on a sample basis, development
expenditure incurred during the year for
compliance with AASB 138 and the Group’s
accounting policy
review the reasonableness of estimated useful life
and amortisation method and check on a sample
basis whether they are properly calculated and
disclosed in the financial statements
to assess whether there are indicators of
impairment:
o
o
o
obtaining and assessing evidence of external
changes within the Group’s market or internal
changes such as the sales performance of
existing products
holding discussions with the directors and
management as to the status of project
developments as well as assessing if there
was evidence that a product has been
discontinued
obtaining and assessing evidence of the
Group’s future intention for the products,
including reviewing future budgeted
expenditure and sales forecasts.
• assessing the appropriateness of the related
disclosures in Notes 1, 2 and 7.
The Group’s intangible assets as at 30 June 2017
include capitalised development costs with a
carrying value of $1,847,478 (2016: $920,768), as
disclosed in Note 7.
The Group’s accounting policy
respect of
development costs are outlined in Note 1 and Note
2.
in
Capitalised development costs are significant to the
audit due to the amount of expenditure being
capitalised and the specific criteria that have to be
met for capitalisation
We note significant judgement is required:
•
in determining the treatment of development
expenditure in accordance with AASB 138, and
the Group’s accounting policy. In particular:
o whether project costs in the design and
development of a potential product meet the
recognition conditions for an asset
o whether a product development project is
technically and economically feasible
o
in making assumptions
the
expected future cash generation of the
project, discount rates to be applied and the
expected period of benefits.
regarding
•
•
in determining that capitalised development
costs have useful lives of 5 years which
determines the amortisation rate
in determining whether facts and circumstances
indicate that development costs capitalised
should be tested for impairment in accordance
with Australian Accounting Standard AASB 136
Impairment of Assets.
Other Information
Other information is financial and non-financial information in the annual report of the Group which is
provided in addition to the Financial Report and the Auditor’s Report. The directors are responsible for
Other Information in the annual report.
34
51
OVENTUS MEDICAL ANNUAL REPORT 2017
FINANC IA L REP O RT
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
OF OVENTUS MEDICAL LIMITED (continued)
The Other Information we obtained prior to the date of this Auditor’s Report was the Director’s report.
The remaining Other Information is expected to be made available to us after the date of the Auditor’s
Report.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, the auditor
does not and will not express an audit opinion or any form of assurance conclusion thereon, with the
exception of the Remuneration Report.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information.
In doing so, we consider whether the Other Information is materially inconsistent with the Financial
Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We are required to report if we conclude that there is a material misstatement of this Other Information
in the Financial Report and based on the work we have performed on the Other Information that we
obtained prior the date of this Auditor’s Report we have nothing to report.
Directors’ Responsibilities 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 Note 1, the Directors also state, in accordance with Australian Accounting Standard
AASB 101 Presentation of Financial Statements, that the financial report complies with International
Financial Reporting Standards.
In preparing the financial report, the Directors are responsible for assessing the consolidated entity’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using a going concern basis of accounting unless the Directors either intend to liquidate the
consolidated entity or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our responsibility is to express an opinion on the financial report based on our audit. 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 and auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted
in accordance with Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individual or in aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of this financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial report.
The procedures selected depend on the auditor’s judgement, including assessment of the risks of
material misstatement of the financial report, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity’s preparation of the financial
report that gives a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control.
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OVENTUS MEDICAL ANNUAL REPORT 2017
35
OVENTUS MEDICAL ANNUAL REPORT 2017
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Directors, as well as evaluating the overall
presentation of the financial report.
We conclude on the appropriateness of the Directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the consolidated entity’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the consolidated entity to cease to
continue as a going concern.
We evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
We obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the consolidated entity to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the audit. We remain solely responsible
for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
The Auditing Standards require that we comply with relevant ethical requirements relating to audit
engagements. We also provide the Directors with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June
2017.
Opinion
In our opinion, the Remuneration Report of Oventus Medical Limited for the year ended 30 June 2017,
complies with section 300A of the Corporations Act 2001.
36
OVENTUS MEDICAL ANNUAL REPORT 2017
5353
OVENTUS MEDICAL ANNUAL REPORT 2017
FINANC IA L REP O RT
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
OF OVENTUS MEDICAL LIMITED (continued)
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.
PKF HACKETTS AUDIT
CAMERON BRADLEY
PARTNER
31 AUGUST 2017
BRISBANE
54
OVENTUS MEDICAL ANNUAL REPORT 2017
37
SHAREHO LDER I NFO RM AT IO N
30 June 2017
The shareholder information set out below was applicable as at 18 August 2017.
DISTRIBUTION OF EQUITABLE SECURITIES
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
EQUITY SECURITY HOLDERS
Twenty largest quoted equity security holders
Number of holders of
ordinary shares
Units
% of total
shares issued
61
175
156
360
91
843
-
47,511
538,834
1,342,339
12,366,069
77,844,512
92,139,265
-
0.05
0.58
1.46
13.42
84.49
100.00
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary Shares
CHRISTOPHER PATRICK HART
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