ANNUAL
REPORT
For the year end
30 June 2018
For personal use only TABLE OF CONTENTS
Review of Operations ...................................................................................................................... 2
Directors’ Report ............................................................................................................................. 6
Auditor’s Independence Declaration ........................................................................................... 25
Financial Report ............................................................................................................................ 26
Statement of Profit or Loss and Other Comprehensive Income ...................................................... 27
Statement of Financial Position ....................................................................................................... 28
Statement of Changes in Equity ...................................................................................................... 29
Statement of Cash Flows ................................................................................................................ 30
Notes to the Financial Statements .................................................................................................. 31
Directors’ Declaration ................................................................................................................... 61
Independent Auditor’s Report ...................................................................................................... 62
Shareholder Information ............................................................................................................... 66
Corporate Directory ...................................................................................................................... 69
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For personal use only REVIEW OF OPERATIONS
Respiri Limited’s mission is to profoundly improve the quality of life for millions of families affected
by asthma and dramatically reduce hospital admissions and the economic burden of asthma.
This past year has seen your company make huge strides forward in that mission with the commitment of the
directors in July 2017 to the development of the next generation breath sensor to replace the 2013 AirSonea
model and complete its innovative wheeze detection and asthma management ecosystem.
In parallel with technology commercialisation partner, Grey Innovation’s design and build of the advanced
breath sensor, Respiri’s clinically validated smart app has not only be developed for Android to complement
the iOS platform by software partner Two Bulls, but totally re-imagined in the ‘game space’ to specifically
engage our defined primary target audience of children with asthma and their parents.
In October 2017, the board appointed former senior global Pfizer executive, Mario Gattino as Chief Executive
Officer to lead your company into its commercialisation phase as it looks to launch the next generation product
in key markets in 2019. Mr Gattino joined the board as executive director following the Annual General Meeting
in December 2017.
Since that time, your board together with the management team, has worked diligently to achieve each critical
step throughout the year with resources, both human and capital, channelled into the delivery of what is a
revolutionary product to address an unmet need on a global scale, and benefit you, our shareholders.
A BREATH OF FRESH IDEAS
Energised by the commitment to build the Gen II breath sensor and
further develop the smart app for our defined target market, the
operations team completed the first marketing prototype, featuring an
appealing, modern design, superior ergonomics and improved
acoustic properties. Completed in April 2017, ahead of schedule, this
initial prototype showcased our innovative product with investors,
health bodies and potential industry partners in Australia, the UK and
the US.
This milestone coincided with the successful $3.0 million capital raising
via private placement to sophisticated and professional investors,
providing your company with a strengthened cash position and the
financial capacity to accelerate activity across the stated milestones.
Gen II Marketing Prototype
During the last quarter of the 2018 financial year, your operations team has worked to deliver on each of the
stated milestones and inflection points of our timeline to launch including, but not limited to:
§ Development of Android platform to parity with existing iOS platform, in effect doubling the size of the
target market at launch (based on current distribution of smart phones)
§ Appointment of Quality Assurance and Regulatory Manager to establish our local Quality Management
System (QMS) and ISO 13485 certification (for manufacturers of medical devices) and facilitate regulatory
approvals in target launch markets
§ Early collaboration with identified Australian manufacturer to facilitate a smooth transfer from developers
to high capacity manufacturing capabilities
§ Reviewed current IP and identified opportunities to strengthen the portfolio
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CLINICAL AND REAL-WORLD STUDIES PLANNING
Respiri’s market research over the years has shown that endorsement from health care providers is an
important driver for customers of our revolutionary asthma management ecosystem. As is the case with any
innovation, people, universally, need reassurance from their doctor, that the product is safe and can be
trusted, particularly when the primary target audience is parents of children with asthma who experience day
to day anxiety as they manage this life-threatening chronic disease.
Thus, the successful launch of our product, firstly in the UK and Australia followed by the US, requires
support from leading academics, clinicians and Key Opinion Leaders (KOLs) There is strong demand for
new technologies to help reduce the burden of asthma in the UK. During May 2018, following on from an
introductory visit in January, the CEO gained commitments from leading universities and research institutes
to perform studies and clinical trials critical to secure endorsement from the National Health System (NHS)
and peak asthma bodies.
The first meeting of Respiri’s new Medical and Scientific Advisory Board will take place in London at the end
of October to agree on study protocols that will support launch activity and health care provider
communications. Delegates include Professor Aziz Sheikh OBE, Usher Institute, Edinburgh, Professor
Jonathan Grigg, Paediatric Respiratory and Environmental Medicine, Queen Mary University of London, Dr
Mark Levy, Respiratory Lead for Harrow CGC and from Melbourne, Professor Bruce Thompson Head of
Physiology Services, Alfred Hospital and President-elect of the Thoracic Society of Australia and New
Zealand. Professor Thompson has joined Respiri as Chair of the Australian Medical and Scientific Advisory
Board and Product Portfolio Development Lead.
During the pivotal May trip, which included attendance at the Digital MedTech Conference in San Francisco,
the relationship with the Scripps Translational Science Institute (STSI) Division of Digital Medicine in San
Diego, California was re-established with the most senior leadership at the institute recognising the Respiri
platform as ‘unique, very promising and with great potential’. Further meetings regarding real-world studies
with this world-renowned research facility, under the supervision of the most influential physicians in
connected health and MedTech, will take place once we have completed product development.
SELLING THE RESPIRI STORY
The capital raising conducted in April also helped
facilitate the planning of our launch strategy in the
initial target markets of UK and Australia.
Ms Wani Wall, who has been consulting to your
company across multiple disciplines
including
product management and marketing communications
since March 2014, came on board in a full-time
capacity as our first Chief of Customer Experience
and Communications (CXO) on 1 June 2018. With a
broad skill set and deep understanding of the product
offering, Wani brings decades of experience
influencing customers in a range of sectors including
entertainment, sport, banking, health, government
and education.
.
While assisting the CEO with the development of the go-to-market strategy covering brand, consumer
research, online platform sales and creative campaigns, Wani works with Dr Samaneh Sarraf, Chief
Research Officer (CRO) responsible for algorithm development and our technical partners, Grey Innovation
and Two Bulls overseeing all aspects of product development. Duties also include the establishment of our
local Quality Management System and preparation of the regulatory approval documentation with
assistance from Quality Assurance and Regulatory consultant, Mr George Loizou of Compliance
Management Solutions (CMS).
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BOARD RENEWAL
As foreshadowed in the Chairman’s Address at the Annual General Meeting on 14 December 2017, Respiri
announced the appointment of two new directors with significant combined medical device development,
commercialisation, marketing and finance expertise. Such relevant device sector and market experience
is crucial as your company transitions from a developer of innovative wheeze detection and asthma
management technologies to product commercialisation activities in 2019. Mr Mark Ziirsen and Mr
Brendan Mason were appointed to the Board of Directors on 30 May 2018. At the same time, long serving
directors, Mr Leon L’Huillier and Mr John Ribot-de-Bresac transitioned from the board and Mr Ziirsen
assumed the role of non-executive chairman on 14 June 2018.
On 23 October 2018, Respiri appointed Dr Thomas G Duthy as a director. Dr Duthy brings extensive
medical device and biotechnology experience as well as deep investor relations and corporate
development expertise. His most recent role was Global Head of Investor Relations and Corporate
Development, Sirtex Medical Limited (ASX:SRX) and prior to that, he was an equity research analyst
covering healthcare and biotechnology with Taylor Collison Limited.
We thank the outgoing directors for their significant contribution to Respiri’s development over the years.
As a result of these collective efforts, we now have a solid platform from which your company can grow
and thrive.
EXECUTE, EXECUTE, EXECUTE
T
Your CEO and operations team continue to work at significant pace to deliver on the stated milestones
towards the successful launch of our asthma management ecosystem in 2019. The final medical device
breath sensor prototype design, developed with learnings from the pressure testing of the marketing
prototype, is on schedule, as is android development and the design for development of the new smart app
with enhanced user experience (UX) for children with asthma and their families.
The Respiri Quality Management System and regulatory approval facilitation for target markets has
commenced and planning of clinical studies with leading research universities and institutes is underway.
Early collaboration with our Australian based contract manufacturer has commenced, thus ensuring the
timely and cost-effective purchase of new tooling and bulk quantities of components and the important go-
to-market strategy is in development.
As was the case last financial year, the anticipated receipt of research and development tax incentives will
help improve our cash position as we continue to execute and meet each of the milestones on the journey
to commercial success and revenue generation from this much-needed technology solution for people with
asthma and the best possible outcome for you, our shareholders.
Mr Mario Gattino
Chief Executive Officer
23 October 2018
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DIRECTORS’ REPORT
The Directors’ of Respiri (“RSH”, “Respiri” or “the Group”) formerly iSonea (“ISN”) submit herewith the annual
financial report for the Group for the financial year ended 30 June 2018. In order to comply with the Corporations
Act 2001 the directors’ report as follows:
Directors
The names of the Directors in office at any time during the year, or since the end of the year, are as follows:
MR MARIO GATTINO CEO & EXECUTIVE DIRECTOR
Appointed to the Board
Last elected by
Shareholders
Experience
14th December 2017
N/A
Mr Mario Gattino has over 25 years’ experience in senior leadership positions
within the medical industry. His track record in commercialising and managing
sales of drug and medical device products in multiple countries will be
invaluable in helping Respiri achieve its commercial milestones. Mr Gattino
has held senior leadership positions in Pfizer, one of the world’s largest
pharmaceutical companies in the USA and Europe. He is an expert in
sophisticated stakeholder management, portfolio and business development
via M&A and licensing, brand commercialisation, business innovation and
profit generation. Other key roles he has held include Managing Director for
Perrigo ANZ, a company that makes a wide range of consumer healthcare
products and was the key advisor to an in-vitro diagnostic start-up where he
developed its global commercialisation strategy and successfully raised
capital.
MBA, Bachelor of Applied Science (Medical Administration), Graduate
Diploma in Management. GAICD
420,000 Ordinary Shares and 20,000,000 Unlisted Options
N/A
No other Public Company Directorships in the past three years
Qualifications
Interest in shares and
options
Committees
Directorships held in other
listed entities
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MR BRENDAN MASON DIRECTOR
30th May 2018
Appointed to the Board
N/A
Last elected by
Shareholders
Experience
the business
through drivers
infrastructure development and
Mr Brendan Mason is a med-tech and China market entry specialist, leading
Cochlear Limited (ASX:COH) entry into Greater China as General Manager
from 2007 to 2014. Mr Mason was responsible for market development,
sales, marketing, distribution, regulatory affairs, customer support, IP
protection and clinical trials for the Greater China region. He oversaw rapid
funding and
growth of
reimbursement,
increasing consumer
awareness through managing key opinion leaders and key government
stakeholders. Previously, Mr Mason worked at Lucent as the Executive
Director responsible for Telstra, Lucent’s largest account in Asia. He is a past
board member, treasurer, and chairman of the Australian Chamber of
Commerce, Beijing, where he established the government relations
committee to provide advice to Chinese government and Australian member
companies. Mr Mason is Managing Director of Orcoda Limited (ASX:ODA).
He is on the advisory board of a federal government funded program for
MedTech companies who aspire to export.
that required
Qualifications
Interest in shares and
options
Committees
Directorships held in other
listed entities
EMBA, Business Administration and Management, Post Graduate Diploma
in Operations, Business Operations
No Ordinary Shares and no Unlisted Options
Chairman and Member of Remuneration & Nomination Committee
Member of Audit, Risk and Compliance Committee
CEO and Managing Director of Orcoda Limited (ASX:ODA) [formerly
SmartTrans Holdings Limited (ASX:SMA)]
MR MARK ZIIRSEN
Appointed to the Board
NON-EXECUTIVE CHAIRMAN
30th May 2018
Last elected by
Shareholders
Experience
Qualifications
Interest in shares and
options
Committees
Directorships held in other
listed entities
N/A
Mr Mark Ziirsen is a former Director of Finance and IT, Asia Pacific at
Cochlear Limited (ASX:COH) and Chief Financial Officer of Admedus Limited
(ASX: AHZ). Mr Ziirsen is a highly strategic senior finance leader with proven
commercial acumen. He brings a strong track record of delivering growth and
significant improvement across multiple industry sectors and geographies in
executive roles with market leading international organisations. His strong
finance and operational credentials are complemented by extensive
corporate finance, governance, risk management, strategy, M&A and
investor relation skills.
MBA, International business, B.Comm and CPA
No Ordinary Shares and no Unlisted Options
Past Non-Executive Director and Chair of Audit Committee of Orcoda Limited
(ASX:ODA) [formerly SmartTrans Holdings Limited ASX:SMA)]
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MR LEON L’HUILLIER
NON-EXECUTIVE CHAIRMAN
Appointed to the Board
4th February 2014
Resigned from the Board
30th May 2018
Qualifications
MBA, MPhil, BCom (Hons), FAICD
MR JOHN RIBOT-DE-BRESAC
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed to the Board
4th February 2014
Resigned from the Board
30th May 2018
DR TIMOTHY OLDHAM
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed to the Board
6th January 2014
Resigned from the Board
14th December 2017
Qualifications
BSc (Hons), LLB (Hons), PhD, GAICD
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Company Secretaries
MR JULIAN ROCKETT COMPANY SECRETARY
Mr Julian Rockett was appointed as Company Secretary on 3rd July 2018.
Julian is a qualified corporate lawyer and listed company secretary. His background in law has included
corporate compliance, advising on initial public offerings, mergers and acquisitions, reverse take-overs and
capital raising for ASX listed entities. His diverse ASX listed company secretary experience includes supporting
listed companies across the fintech, artificial intelligence, logistics, equity, mining, energy, technology and
commercial property sectors.
MS JENNI LIGHTOWLERS
COMPANY SECRETARY
Resigned on
3rd July 2018
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Principal Activities
The Company’s principal activities in the course of the financial year have been the research, development and
commercialisation of medical devices, and the development of mobile health applications. There were no significant
changes in the nature of the Company’s principal activities during the financial year.
Operating and Financial Review
The loss of the Company after income tax for the financial year was $3,207,220 (2017: $2,522,052). This result has
been achieved after fully expensing all research and development costs.
During the reporting period, it accelerated activity in the execution of its platform technology development and
commercialisation strategy to deliver the world’s first objective home monitoring solution for people with asthma based
on clinically proven automated wheeze detection technology.
Highlights
§ Committed resources to complete the clinically validated Respiri asthma monitoring ecosystem and
commenced development of the next generation (Gen II) breath sensor to replace the 2013 AirSonea.
Melbourne based engineering firm, Grey Innovation appointed in September 2017.
§ December 2017, former Pfizer global executive, Mr Mario Gattino commenced as CEO and Executive Director
to lead the Company through its commercialisation phase.
§ April 2018, completed a successful $3.0 million capital raising via private placement to sophisticated and
professional investors at 8.0cts per share providing the Company with the financial capacity to fund the last
phase of Gen II device development and progress the commercialisation strategy.
§ Communicated consistently on the proposed use of these funds to accelerate our activity across the stated
milestones, augmenting existing capital to provide a clear runway to commercial launch and optimise the
execution of the plan.
§ April 2018 a functional demonstration prototype of the Gen II breath sensor was completed well ahead of
schedule. The demonstration prototype was showcased at the Digital MedTech Conference in San Francisco
for the first time to leading global experts, innovators and key decision makers in development of digital health
devices, tools and services.
§ Technology partner, Two Bulls commenced development of the Android platform to parity with existing iOS
platform to increase Respiri’s global market penetration; in parallel, started enhanced design of the smart app
to improve engagement for the primary target market of children with asthma and their parents/carers.
§ Commenced application for local ISO 13485 certification, the international quality management standard for
medical devices required to facilitate the regulatory approvals process for the new product.
§ Board changes were made with the resignation of Dr Timothy Oldham on 14 December 2017 and Chairman,
Mr Leon L’Huillier and Non-Executive Director, Mr John Ribot De-Bresac on 30 May 2018. Mr Mark Ziirsen and
Mr Brendan Mason were appointed on 30 May, bringing medical device technology skills and relevant sector
and market experience to the Company as it positions itself for commercialisation. Mr Ziirsen was appointed as
Non-Executive Chairman on 14 June 2018.
§ Appointed consulting Product Manager, Ms Wani Wall, as Chief Customer Experience and Communications
Officer (CXO) to drive launch plans.
§ Received $1.6m in Research and Development Tax Incentive in the 2018 financial year relating to the claims
for the 2015, 2016, and 2017 financial years. The Company expects to receive further Research and
Development Tax Incentive in relation to its 30 June 2018 activities in September/October 2018.
§ Started the process of evaluating other Australian based activity beyond Research and Development that has
the potential to qualify for increased Government funding/grants
The Company has communicated consistently on defined milestones that focus on the work that is required to achieve
the finished medical device, capacity to manufacture 1000+ units to highest quality standards and obtain regulatory
approval in target markets for successful commercial launch in Q3/FY19.
Through this diligent and disciplined approach, we de-risk the business model with each successful milestone,
transitioning from an R&D, development stage entity towards a commercially-driven company to deliver significant
revenue streams in 2019, working towards profitability, self -funding and ultimately growth in investor returns while
improving the quality of life for millions of people with asthma.
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Dividends
The Company did not pay any dividends during the financial year. The Directors do not recommend the payment
of a dividend in respect of the 2018 financial year.
Significant Changes in the State of Affairs
In the opinion of the Directors, there were no significant changes in the state of affairs of the Company during
the financial year under review not otherwise disclosed in this Annual Report.
Matters Subsequent to Reporting Period
Former Directors’ Options
At the 2017 Annual General Meeting on 14 December 2017, shareholders approved the issue of 14,000,000
options to two directors who subsequently resigned on 30 May 2018 and that the Company has determined
were not issued and have not vested. The financial statements have been prepared reflecting the Company’s
position. The former directors have communicated to the Company that they disagree with the Company’s
determination that the options were not issued and have not vested, and it is possible that they may take legal
action against the Company. The Company has rejected their view and will, should it be required to do so,
strongly defend its position.
In the event that the Company was required to recognise that the options were issued and had vested, a non-
cash share-based payments expense of $934,000 would be recognised in the remuneration report and
consolidated statement of profit and loss and other comprehensive income for the year ended 30 June 2018
and the net loss for the year then ended would have been $4.1million.
Likely Developments and Expected Results
Please refer to the ‘Operating and Financial Review’ section at the start of the Directors’ Report for information
in relation to Company’s future Developments and Events
Environmental Regulations
The Company's operations are not subject to any significant environmental regulations under either
Commonwealth or State legislation.
Risk Management
The Audit, Risk and Compliance Committee is responsible for overseeing the establishment and
implementation of the risk management system, and for the reviewing and assessing the effectiveness of the
Company's implementation of that system on a regular basis.
The Audit, Risk and Compliance Committee and senior management continue to identify the general areas of
risk and their impact on the activities of the Company. The potential risk areas for the Company include:
reliance on key personnel
Ø
Ø efficacy, safety and regulatory risk of medical devices;
Ø
financial position of the Company and the financial outlook;
Ø domestic and global economic outlook and share market activity;
Ø
changing government policy (Australian and overseas);
Ø
competitors' products and research and development programs;
Ø market demand and market prices for medical device technologies;
Ø environmental regulations;
Ø ethical issues relating to medical device research and development;
Ø
Ø other government regulations including those specifically relating to the biomedical and health industries;
the status of partnership and contractor relationships;
and
Ø occupational health and safety and equal opportunity law.
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DIRECTORS’ REPORT continued
The above list of risk areas ought not to be taken as an exhaustive one of the risks faced by the Company or
by investors in the Company. The above areas, and others not specifically referred to above, may in the future
materially affect the financial performance of the Company.
The Board and Management will continue to perform a regular review of the following:
the major risks that occur within the business;
the degree of risk involved;
the current approach to managing the risk; and
Ø
Ø
Ø
Ø where appropriate, determine:
o any inadequacies of the current approach; and
o possible new approaches that more efficiently and effectively address the risk.
Healthcare Technology Companies – Inherent Risks
Some of the risks inherent in the development of medical device products to a marketable stage include the
uncertainty of patent protection and proprietary rights, whether patent applications and issued patents will offer
adequate protection to enable product development or may infringe intellectual property rights of other parties,
the obtaining of the necessary regulatory authority approvals and difficulties caused by the rapid advancements
in technology.
Also, a particular medical device may fail the clinical development process through lack of efficacy or safety.
Companies such as Respiri Limited are dependent on the success of their medical devices and on the ability
to attract funding to support these activities.
Investment in healthcare technology including medical devices cannot be assessed on the same fundamentals
as trading and manufacturing enterprises and thus investment in these areas must be regarded as speculative,
taking into account these considerations.
This Report may contain forward-looking statements regarding the potential of the Company’s projects and
interests, and the development of the Company’s projects and interests, and the development potential of the
Company’s research and development projects.
Any statement describing a goal, expectation, intention or belief of the Company is a forward-looking statement
and should be considered an at-risk statement. Such statements are subject to certain risks and uncertainties,
particularly those inherent in the process of discovering, developing and commercialising medical devices that
are safe and effective for use as human devices and the financing of such activities.
There is no guarantee that the Company’s healthcare technology including medical devices will be successful,
or receive regulatory approvals, or prove to be commercially successful in the future. Actual results could differ
from those projected, or detailed in this report.
As a result, you are cautioned not to rely on forward-looking statements. Consideration should be given to
these, and other risks concerning the Company’s research and development program referred to in this
Directors’ Report as contained in this Financial Report for the year ended 30 June 2018.
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Meetings of Directors
A number of formal meetings and circular resolutions were held during the year as tabled below:
Directors’ Meetings
Committee Meetings
Director
Number
Eligible
to
Attend
Mr Mario Gattino
14
Mr Mark Ziirsen
Mr Brendan Mason
Mr Leon L’Huillier
Mr John Ribot-de-
Bresac
-
-
19
19
Dr Timothy Oldham
5
Audit, Risk &
Compliance
Remuneration
& Nomination
Number
Attended
Number
Eligible
to Attend
Number
Attended
Number
Eligible
to Attend
Number
Attended
14
-
-
19
18
5
-
-
-
1
1
1
-
-
-
1
1
1
-
-
-
1
1
1
-
-
-
1
1
1
For the date of appointment and resignation of each Director and Executive, please refer to the Remuneration Report section of the Directors’ Report.
In addition, the Board routinely establishes special purpose and ad hoc committees to meet on regular basis to address
various matters.
As at the date of this report, the Company had an Audit, Risk & Compliance Committee and a Remuneration &
Nominations Committee, with membership of the committees as follows:
Position
Chairman
Audit, Risk & Compliance
Committee
Remuneration &
Nominations Committee
Mr Mark Ziirsen
Mr Brendan Mason
Member
Mr Brendan Mason
Mr Mark Ziirsen
Indemnification of Officers and Auditors
During the financial year, the Company maintained an insurance policy to indemnify Directors and Officers against
certain liabilities incurred as such a Director or Officer, including costs and expenses associated in successfully
defending legal proceedings. The contract of insurance prohibits disclosure of the nature of the liability and the amount
of the premium.
The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify the Auditor of
the Company or any related body corporate against a liability incurred as such an Officer or Auditor.
Proceedings on Behalf of the Company
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section
237 of the Corporations Act 2001
Non-Audit Services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the
auditor's expertise and experience with the Company and/or the Group are important.
During the year ended 30 June 2018 the Company did not engage the external auditor to provide non-audit services.
Auditor’s Independence Declaration
A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 for the
year ended 30 June 2018 has been received and can be found in the ‘Auditor’s Independence Declaration’ section of
this Annual Report.
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Share Options on Issue as at the Date of this Report
The unissued ordinary shares of Respiri Limited under option as at the date of this report were:
Unlisted Options:
ASX Code
Date of Expiry
RSH
RSH
RSH
RSH
30 November 2019
31 December 2023
31 December 2024
31 December 2025
Exercise
Price
$0.28
$0.03
$0.03
$0.03
No. under Option
10,000,000
6,000,0001
6,000,0001
8,000,0001
1Issued in 3 tranches with different vesting conditions. See Note 23.
There were no listed options outstanding at the reporting date.
Corporate Governance
In recognising the need for the highest standards of corporate behaviours and accountability, the Directors of
Respiri support and adhere to good corporate governance practices. The Company’s Corporate Governance
Statement is available on the Company’s website at www.Respiri.co.
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Remuneration Report (Audited)
This Remuneration Report outlines the Director and Executive remuneration arrangements of the Company as
required by the Corporations Act 2001 and its Regulations.
This report details the nature and amount of remuneration of each Director of Respiri Limited and all other Key
Management Personnel.
For the purposes of this report, Key Management Personnel (KMP) are defined as those persons having
authority and responsibility for planning, directing and controlling the major activities of the Company, directly
or indirectly, including any Director (whether Executive or otherwise) of the Company.
For the purposes of this report, the term 'executive' encompasses the Executive Chairman.
Directors:
Name
Position
Appointment / Resignation
Mr Mario Gattino CEO and Executive Director Appointed CEO and Executive Director on 14th Dec 2017
Mr Brendan Mason Non-Executive Director Appointed Non-Executive Director on 30th May 2018
Mr Mark Ziirsen Non-Executive Chairman Appointed Non-Executive Chairman on 30th May 2018
Mr Leon L’Huillier Chairman Appointed on 4th Feb 2014, resigned on 30th May 2018
Mr John Ribot-de-Bresac Non-Executive Director Appointed on 4th Feb 2014, resigned on 30th May 2018
Dr Timothy Oldham Non-Executive Director Appointed on 6th Jan 2014, resigned on 14th Dec 2017
Remuneration Policy
Remuneration of all Non-Executive Directors and Officers of the Company is determined by the Board following
recommendation by the Remuneration and Nomination Committee.
The Company is committed to remunerating Executive Directors in a manner that is market-competitive and
consistent with "Best Practice" including the interests of shareholders. Remuneration packages are based on
fixed and variable components, determined by the Executives' position, experience and performance, and may
be satisfied via cash or equity.
Non-Executive Directors are remunerated out of the aggregate amount approved by shareholders and at a level
that is consistent with industry standards. Non-Executive Directors do not receive performance-based bonuses
and prior Shareholder approval is required to participate in any issue of equity. No retirement benefits are
payable other than statutory superannuation, if applicable.
Voting and comments made at the Company’s Annual General Meeting
The Company did not receive any specific feedback at the AGM or throughout 2017 on its remuneration
practices. The Remuneration Report was adopted at the 2017 AGM by more than 71% of eligible votes
received.
Remuneration Policy Versus Company Financial Performance
Directors have been compensated for work undertaken and the responsibilities assumed in being Directors of
this publicly listed company based on industry practice. Consistently with good corporate governance practices,
compensation of Non-Executive Directors is not linked to specific performance hurdles or objectives.
The Company envisages its performance in terms of earnings will remain negative whilst the Company
continues in the development and commercialisation phase. Shareholder value reflects the speculative and
volatile biotechnology market sector.
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DIRECTORS’ REPORT continued
This pattern is indicative of the Company's performance over the past five years. Accordingly, no dividends
have been paid during the year, or in respect of the 2018 financial year.
Financial Year
Net (Loss)/Profit
2018
2017
2016
2015
2014
2013
2012*
(3,207,220)
(2,522,052)
(4,010,944)
($5,464,443)
($10,309,957)
($5,580,768)
($5,585,172)
Share Price at
Balance Date
$ AUD
$0.10
$0.04
$0.04
$0.06
$0.24
$0.36
$0.05*
Loss per Share
cents per share
(0.73)
(0.58)
(1.34)
(1.94)
(3.91)
(2.55)
(9.69)*
* Share prices have been normalised for consideration of the capital consolidation performed in Aug 2012.
Performance Based Remuneration
The purpose of a performance bonus is to reward individual performance in line with Company objectives.
Consequently, performance-based remuneration is paid to an individual where the individual's performance
clearly contributes to a successful outcome for the Company. This is regularly measured in respect of
performance against key performance indicators (KPIs).
The Company uses a variety of short-term and long-term KPI's to determine achievement, depending on the
role of the executive or director being assessed and the particular KPI being targeted.
These include:
• successful contract negotiations;
• Company share price consistently reaching a targeted rate on the ASX or applicable market over a
period of time; and
• completion of set milestones;
The Non-Executive Directors do not receive performance-based remuneration and there are currently no other
staff or contractors who do.
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DIRECTORS’ REPORT continued
Details of Remuneration for Year Ended 30 June 2018
The remuneration for each Director and each of the Key Management Personnel of the consolidated entity during the year was as follows:
30 June 2018
Directors
Mr Leon L'Huillier
Mr John Ribot-de-Bresac
Dr Timothy Oldham
Mario Gattino
Brendan Mason
Mark Ziirsen
Short-term Employment Benefits
Cash salary and fees
Cash Bonus
Consulting Fees
$AUD
$AUD
$AUD
Post-Employment
Benefits
Share-based
Payments
Superannuation
Contribution
$AUD
Shares/Options
$AUD
Total
$AUD
108,333
-
20,000
192,500
-
-
-
125,000
-
-
-
-
-
-1
-1
-
233,333
-
20,000
-
-
12,400
129,3121
334,212
-
-
-
-
-
-
-
-
-
-
-
-
320,833
-
125,000
12,400
129,312
587,545
1. The shareholders have approved the issuance of 34,000,000 unlisted RSH Options to Directors in accordance with resolution 3 of Company’s 2017 Annual General Meeting.
The Company has since determined that 14,000,000 options to former Directors were not issued and have not vested. Refer to contingent liability note (see Note 20) for more
information
2. Remuneration in the form of share-based payments are “at risk” as they are subject to vesting conditions based on length of service. Please see Note 23 for the determination
of the fair value of the shares/options granted.
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DIRECTORS’ REPORT continued
Details of Remuneration for Year Ended 30 June 2017
The remuneration for each Director and each of the Key Management Personnel of the consolidated entity during the year was as follows:
Short-term Employment Benefits
Cash salary and fees
Cash Bonus
Consulting Fees
Post-Employment
Benefits
Share-based
Payments
Superannuation
Contribution
Shares/Options
Total
$AUD
$AUD
$AUD
$AUD
$AUD
$AUD
30 June 2017
Directors
Mr Leon L'Huillier
27,849
-
300,0002
-
Mr John Ribot-de-Bresac
4,375
-
-
-
Dr Timothy Oldham
Mr David Ashmore4
Mr Ross Blair-Holt4
41,458
-
-
-
15,583
-
-
-
11,375
-
-
-
86,8401
43,4211
43,4211
-
-
414,689
47,796
84,879
15,583
11,375
100,640
-
300,000
-
173,682
574,322
Note: For the date of appointment and resignation of each Director and Executive please refer to the Directors’ Report.
Issue of 8,000,000 unlisted RSH Options to Directors as approved by shareholders in accordance with resolution 2 of Company’s 2016 Annual General Meeting.
1.
2. Mr Leon L’Huillier received additional fees for consulting services performed as Executive Director for the year.
3. Remuneration in the form of share based payments are “at risk” as they are subject to vesting conditions based on length of service. Please see Note 23 for the determination
of the fair value of the shares/options granted.
4. Directors resigned on 26th October 2016.
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DIRECTORS’ REPORT continued
At Risk Income as a Proportion of Total Remuneration
All Executive Directors and key management personnel are eligible to receive incentives whether through employment
contracts or by the recommendation of the Board. Their performance payments are based on a set monetary value, set
number of shares or options or as a portion of base salary. Therefore, there is no fixed proportion between incentive
and non-incentive remuneration. Entitlement to these payments does not depend on the future performance of the
Company.
Non-Executive Directors are not entitled to receive bonuses and/or incentives.
The relative proportions of remuneration income that are at risk, and those that are fixed, are as follows:
Directors
Mr Leon L'Huillier (resigned on 30th May 2018)
Mr John Ribot-de-Bresac (resigned on 30th May 2018)
Dr Timothy Oldham (resigned on 14th Dec 2017)
Mr David Ashmore (resigned on 26th Oct 2016)
Mr Ross Blair-Holt (resigned on 26th Oct 2016)
Mr Mario Gattino (appointed on 14th Dec 2017)
Mr Brendan Mason (appointed on 30th May 2018)
Mr Mark Ziirsen (appointed on 30th May 2018)
Fixed Remuneration
2018
2017
At Risk - STI
2018
2017
At Risk - LTI
2018
2017
100%
-
100%
-
-
61%
-
79%
9%
49%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
39%
-
21%
91%
51%
-
-
-
-
-
-
At risk long term incentive (LTI) relates to remuneration in the form of share based payments, which are subject to
vesting conditions based on length of service. At risk short term incentive (STI) relates to discretionary bonuses
approved by the board in respect of performance during the relevant year.
Share-based Compensation
At the General Meeting held on 31 October 2013, Shareholders approved the establishment of the 2013 Employees',
Directors' and Consultants' Share and Option Plan (ESOP). The ESOP is intended to reward Directors, employees
and/or consultants for their contributions to the Group. The Plan is to be used as a method of retaining key personnel
for the growth and development of the Group. Due to the Group's presence in Israel and USA, the Plan has been
established to benefit personnel in Australia, Israel and USA. As at 30 June 2018 equity had been issued to 8 employees
in USA and 2 employees in Israel under ESOP.
No new equity was issued under ESOP in the Financial Year 2018.
The terms and conditions of each grant of options affecting Director and Key Management Personnel remuneration in
the current or future reporting periods are as follows:
Grant Date
22 Nov 2016
14 Dec 2017
14 Dec 2017
Date Vested &
Exercisable
22 Nov 2016
31 Dec 2020
31 Dec 2020
Expiry Date
30 Nov 2019
31 Dec 2023
31 Dec 2024
Exercise
Price
$0.285
$0.03
$0.03
Share Price
Hurdle
N/A
$0.10
$0.15
14 Dec 2017
31 Dec 2020
31 Dec 2025
$0.03
$0.20
Fully
Vested
Yes
No1
No1
No1
Value per Option
at Grant Date
$0.022
$0.048
$0.092
$0.112
1
See Note 23 for details of vesting conditions.
Options granted under the plan carry no dividend or voting rights until exercised into ordinary fully paid shares.
When exercisable, each option is convertible into one ordinary share as soon as practical after the receipt by the
Company of the completed exercise form and full payment of the exercise price.
The exercise price of options granted under this plan shall be determined by the Committee in its sole discretion.
The plan rules contain a restriction on removing the 'at risk' aspect of the instruments granted to executives.
Plan participants may not enter into any transaction designed to remove the 'at risk' aspect of an instrument before it
vests.
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DIRECTORS’ REPORT continued
Details of options over ordinary shares in the Company provided as remuneration to each Director of the
company and each of the Key Management Personnel are set out below:
Directors
Mr Leon L'Huillier
Mr John Ribot-de-Bresac
Dr Tim Oldham
Mr David Ashmore
Mr Ross Blair-Holt
Mario Gattino
Brendan Mason
Mark Ziirsen
Number of Options
Granted During the
Year
2018
2017
Number of Options
Forfeited/ Lapsed/
Exercised During the
Year
2018
2017
Number of Options
Vested During the Year
2018
2017
-1
-1
-
-
-
20,000,0001
-
-
4,000,000
2,000,000
2,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
4,000,000
2,000,000
2,000,000
2,000,000
2,000,000
-
-
-
20,000,000
8,000,000
- 12,000,000
-
-
-
-
-
-
-
-
-
4,000,000
2,000,000
2,000,000
-
-
-
-
-
8,000,000
1. The shareholders have approved the issuance of 34,000,000 unlisted RSH Options to Directors in accordance with resolution 3 of
Company’s 2017 Annual General Meeting. The Company has since determined that 14,000,000 options to former Directors were
not issued and have not vested. Refer to contingent liability note (see Note 20) for more information.
2. Refer to Page 22 for closing balance of options held by each Director and Key Management Personnel of Respiri Limited, including
their personally related parties, as at 30 June 2018.
No shares have been issued to the Directors in the current or proceeding financial year in their capacity as a
director or as a result of exercise of any options.
(a)
Shareholdings
The number of fully paid ordinary shares in the Company held during the financial year by each Director and
Key Management Personnel of Respiri Limited, including their personally related parties, are set out below:
30 June 2018
Balance at Start
of the Year
Granted as
Compensation
Shares from
Options
Exercised
Net Change
Other
Balance at
End
of the Year
Directors
Mario Gattino
Brendan Mason
Mark Ziirsen
Mr Leon L'Huillier
Mr John Ribot-de-Bresac
Dr Timothy Oldham
-
-
-
-
5,106,267
7,983,614
126,392
13,216,273
1. Directors resigned during the Financial Year 2018.
2. Purchased upon appointment.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
420,0002
-
-
420,000
-
-
(28,033)
(28,033)
420,000
-
-
420,000
5,106,2671
7,983,6141
98,3591
13,188,240
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DIRECTORS’ REPORT continued
30 June 2017
Balance at Start
of the Year
Granted as
Compensation
Shares from
Options
Exercised
Net Change
Other
Balance at
End
of the Year
Directors
Mr Leon L'Huillier
Mr John Ribot-de-Bresac
Dr Timothy Oldham
Mr David Ashmore
Mr Ross Blair-Holt
5,106,267
7,983,614
126,392
13,216,273
770,341
74,763,3962
75,533,737
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(770,341)1
(74,763,396)1
(75,533,737)
5,106,267
7,983,614
126,392
13,216,273
-
-
-
1.Directors resigned during the Financial Year 2017
2. In addition to the 2,763,397 shares owned by Mr Ross Blair-Holt, Mr Ross Blair-Holt has relevant interest in 71,999,999
shares held by Investment Holdings Pty Ltd
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DIRECTORS’ REPORT continued
b)
Options and Rights
The number of options over ordinary shares in the Company held during the financial year by each Director and Key Management Personnel of Respiri
Limited, including their personally related parties, are set out below:
Granted as
Compensation
Options
Exercised
Net Change
Other
Balance at
End of the Year
Vested and
Exercisable
Unvested
30 June 2018
Directors
Mr Leon L'Huillier
Mr John Ribot-de-Bresac
Dr Timothy Oldham
Mr Mario Gattino
Mr Brendan Mason
Mr Mark Ziirsen
Balance at
Start of the
Year
4,000,000
2,000,000
2,000,000
-
-
-
-1
-1
-
20,000,0001
-
-
8,000,000
20,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,000,000
2,000,000
2,000,000
20,000,000
-
-
4,000,000
2,000,000
2,000,000
-
-
-
-
-
-
20,000,000
-
-
28,000,000
8,000,000
20,000,000
1. The shareholders have approved the issuance of 34,000,000 unlisted RSH Options to Directors in accordance with resolution 3 of Company’s 2017 Annual General
Meeting. The Company has since determined that 14,000,000 options to former Directors were not issued and have not vested. Refer to contingent liability note (see
Note 20) for more information.
2.
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DIRECTORS’ REPORT continued
30 June 2017
Directors
Mr Leon L'Huillier
Mr John Ribot-de-Bresac
Dr Timothy Oldham
Mr David Ashmore
Mr Ross Blair-Holt
Balance at
Start of the Year
Granted as
Compensation
Options
Exercised
Net Change
Other
Balance at
End of the Year
Vested and
Exercisable
Unvested
4,000,000
2,000,000
2,000,000
2,000,000
2,000,000
4,000,0002
2,000,0002
2,000,0002
-
-
12,000,000
8,000,000
-
-
-
-
-
-
(4,000,000)1
(2,000,000)1
(2,000,000)1
(2,000,000)1
(2,000,000)1
4,000,0003
2,000,000
2,000,000
-
-
4,000,000
2,000,000
2,000,000
-
-
(12,000,000)
8,000,000
8,000,000
-
-
-
-
-
-
1. Represents options expired during the Financial Year 2017
Issue of 8,000,000 unlisted RSH options to Directors as approved by shareholders in accordance with resolution 2 of Company’s 2016 Annual General Meeting.
2.
3. On 17 May 2017 the Remuneration Committee has recommended that the 4,000,000 options granted to Mr Leon L’Huillier at the 2016 Annual General Meeting be
cancelled and replaced with 20,000,000 options with varied terms subject to shareholders’ approval at the 2017 Annual General Meeting. This did not proceed as
planned.
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DIRECTORS’ REPORT continued
The Directors and Key Management Personnel are subject to service agreements with normal
commercial terms and conditions and are rolling with no fixed term. The terms of these agreements
state that 3 months’ notice of termination must be given by either party.
This is the end of the Audited Remuneration Report.
This report is made in accordance with a resolution of Directors.
Mr Mark Ziirsen
Non-Executive Chairman
Dated this the 31st August 2018
Melbourne, Australia
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For personal use only AUDITOR’S INDEPENDENCE DECLARATION
Deloitte Touche Tohmatsu
ABN 74 490 121 060
550 Bourke Street
Melbourne VIC 3000
GPO Box 78
Melbourne VIC 3001 Australia
DX 111
Tel: +61 (0) 3 9671 7000
Fax: +61 (0) 3 9671 7001
www.deloitte.com.au
The Board of Directors
Respiri Limited
Level 29, South Tower
525 Collins Street
Melbourne VIC 3000
31 August 2018
Dear Board Members
Respiri Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of Respiri Limited.
As lead audit partner for the audit of the financial statements of Respiri Limited for the financial year ended
30 June 2018, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
Yours sincerely
DELOITTE TOUCHE TOHMATSU
Anneke Du Toit
Partner
Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation
Member of Deloitte Touche Tohmatsu Limited
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For personal use only
ANNUAL FINANCIAL STATEMENTS
For the year ended 30 June 2018
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26
For personal use only
STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
For the year ended 30 June 2018
Revenue
Non-operating Revenue
Other Income
Total Revenue
Expenses
Amortisation
Consulting, employee and director
Equity-based payment
Corporate administration
Depreciation
Marketing and promotion
Research and development
Travel
Loss before income tax expense from continuing operations
Income tax expense
Consolidated
30 June 2018
Consolidated
30 June 2017
Note
$ AUD
$ AUD
3
3
4
23
5
17,612
861,455
879,067
14,630
825,603
840,233
(118,610)
(1,039,026)
(129,312)
(1,104,311)
(6,838)
(22,826)
(1,512,288)
(153,076)
(3,207,220)
-
(263,419)
(760,197)
(217,102)
(827,054)
(31,549)
(92,015)
(1,124,865)
(46,084)
(2,522,052)
-
Loss after income tax for the year
(3,207,220)
(2,522,052)
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
Total comprehensive loss for the year
Loss attributable to members of the parent entity
Total comprehensive loss attributable to members of the parent
entity
(18,862)
(3,408)
(3,226,082)
(2,525,460)
(3,207,220)
(2,522,052)
(3,226,082)
(2,525,460)
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
8
8
(0.73)
(0.73)
(0.58)
(0.58)
The accompanying notes form part of these financial statements
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27
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STATEMENT OF FINANCIAL POSITION
As at 30 June 2018
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total Current Assets
Non-Current Assets
Property, plant and equipment
Intangible assets
Other assets
Total Non-Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
Other financial liabilities
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated Losses
TOTAL EQUITY
Consolidated
30 June 2018
Note
$ AUD
Consolidated
30 June 2017
$ AUD
9
10
14
12
13
14
15
16
17
18
2,418,427
118,763
109,833
2,647,023
10,951
-
2,985
13,936
1,562,920
866,171
66,190
2,495,281
19,897
122,974
3,086
145,957
2,660,959
2,641,238
997,234
12,912
1,010,146
1,010,146
830,743
12,912
843,655
843,655
1,650,813
1,797,583
102,332,258
40,510
(100,721,955)
1,650,813
99,382,258
(69,940)
(97,514,735)
1,797,583
The accompanying notes form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2018
Issued Capital
Option Reserve
Foreign Currency
Translation Reserve
Accumulated
Losses
$ AUD
$ AUD
$ AUD
$ AUD
Total
$ AUD
Balance at 30 June 2016
99,312,258
327,990
(283,634)
(95,320,673)
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total Comprehensive Income for the year
Transactions with Equity holders in their capacity as equity holders:
Shares Issued
Capital Raising Costs
Options Issued
Transfers to/from reserves1
Balance at 30 June 2017
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total Comprehensive Income for the year
Transactions with Equity holders in their capacity as equity holders:
-
-
-
70,000
-
-
-
99,382,258
-
-
-
Shares Issued
Capital Raising Costs
Options Issued
Balance at 30 June 2018
3,200,000
(250,000)
-
102,332,258
-
-
-
-
-
217,102
(327,990)
217,102
-
-
-
-
-
129,3122
346,414
-
(3,408)
(3,408)
(2,522,052)
-
(2,522,052)
-
-
-
-
-
-
-
327,990
(287,042)
(97,514,735)
-
(18,862)
(18,862)
(3,207,220)
-
(3,207,220)
-
-
-
-
-
-
(305,904)
(100,721,955)
4,035,941
(2,522,052)
(3,408)
(2,525,460)
70,000
-
217,102
-
1,797,583
(3,207,220)
(18,862)
(3,226,082)
3,200,000
(250,000)
129,312
1,650,813
1. To transfer the value of lapsed/expired options from the reserve to accumulated losses.
2. The shareholders have approved the issuance of 34,000,000 unlisted RSH Options to Directors in accordance with resolution 3 of Company’s 2017 Annual General Meeting. The
Company has since determined that 14,000,000 options to former Directors were not issued and have not vested. Refer to contingent liability note (see Note 20) for more information
The accompanying notes form part of these financial statements
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STATEMENT OF CASH FLOWS
For the year ended 30 June 2018
Consolidated
30 June 2018
Note
$ AUD
Consolidated
30 June 2017
$ AUD
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees (inclusive of GST)
R&D tax refund1
Net cash flows used in operating activities
22a
2,255
(3,781,680)
1,687,058
(2,092,367)
518
(2,927,942)
-
(2,927,424)
Cash flows related to investing activities
Interest received
Proceeds from sales of plant and equipment
Payments for purchases of plant and equipment
Net cash flows used in investing activities
Cash flows related to financing activities
Proceeds from issues of securities
Capital raising costs
Net cash flows from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effects of exchange rate changes on cash and cash
equivalents
Cash and cash equivalents at the end of the year
9
15,357
1,404
(7,902)
(8,859)
3,000,000
(50,000)
2,950,000
866,492
1,562,920
(10,985)
2,418,427
14,112
-
(582)
13,530
-
-
-
(2,913,894)
4,502,078
(25,264)
1,562,920
1. Total R&D tax concession refund received in the financial year 2018 consists of $108,058 of additional refund for the financial year
2015, $825,603 for the financial year 2016, and $753,397 for the financial year 2017.
The accompanying notes form part of these financial statements
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NOTES TO THE FINANCIAL STATEMENTS
Note 1 Statement of Significant Accounting Policies
Corporate Information
Respiri Limited is a listed public company limited by shares incorporated and domiciled in Australia whose
shares are publicly traded on the Australian Stock Exchange.
The addresses of its registered office and principal place of business are disclosed in company details (see
Note 27).
The principal activities of the Company are the research, development and commercialisation of medical
devices, and the production of mobile health applications. The company is a for-profit company.
Statement of Compliance
The financial report of Respiri Limited (the Company) for the year ended 30 June 2018 was authorised for issue
in accordance with a resolution of the Directors on the 31st Day of August 2018
The financial report is a general purpose financial report that has been prepared in accordance with the
Corporations Act 2001, Accounting Standards and Australian Accounting Interpretations, and complies with
other authoritative pronouncements from the Australian Accounting Standards Board, as appropriate for for-
profit orientated entities.
The financial report covers Respiri Limited as a consolidated entity consisting of Respiri Limited and the entities
it controlled during the year.
The financial report complies with Australian Accounting Standards, as issued by the Australian Accounting
Standards and with International Financial Reporting Standards ('IFRS') as issued by the International
Accounting Standards Board (IASB).
Basis of Preparation
The financial report has been prepared on an accruals basis and is based on historical costs, except for the
revaluation of certain non-current assets and financial instruments. Cost is based on fair values of the
consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise
noted and amounts rounded to the nearest dollar.
Critical Accounting Estimates and Judgements
The preparation of the financial statements requires the Directors and 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 estimates and underlying assumptions are continually evaluated. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and future periods.
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 and consultants 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 Monte Carlo 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.
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Provision for impairment of receivables
The provision for impairment of receivables assessment requires a degree of estimation and judgement. The
level of provision is assessed by taking into account the recent sales experience, the ageing of receivables,
historical collection rates and specific knowledge of the individual debtors financial position.
Operating Segments
Operating segments are identified on the basis of internal reports about components of the Group that are
regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to
assess its performance. The operating segments of the Group are determined to be Australia and Israel. For
more information, refer to Note 21.
Going Concern Basis
The financial report has been prepared on the going concern basis, which assumes continuity of normal business
activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
The Group is involved in significant development activity and as such, expects to be cash absorbing until its
technologies are commercialised. For the year ended 30 June 2018, the Group recorded losses before taxation
of $3,207,220 (2017: $2,552,052) and experienced net operating cash outflows of $2,092,367 (2017:
$2,927,424). The Group has continued to receive Research and Development Tax Incentive income in relation
to these activities, including $1,687,058 cash received in the 2018 financial year relating to the claims for the
2015, 2016, and 2017 financial years. The Group was also successful in raising additional capital of $3,000,000
in April 2018 to assist with its planned milestones.
The Group will require additional funding sources in order to meet its planned milestones. The Group has a
number of alternative funding options that it is currently considering to assist in meeting future cash flow
commitments relating to funding its path to commercialisation of its technologies. Whilst no decision has been
made in relation to these proposals as at the date of these financial statements, the directors believe there are
reasonable grounds to expect that the Group has the capacity to raise capital. The Group has a strong track
record of accessing capital when it is required to advance our portfolio.
In conjunction with the above, the Group also expects to receive further Research and Development Tax
Incentive income in relation to its 30 June 2018 activities. The Directors expect payment for its financial year-
end 2018 research and development activities in September/October 2018. The Group is also evaluating other
Australian based activity beyond R&D that has the potential to qualify for increased Government funding (e.g.
manufacturing and export of our technology).
The Group has also made substantial progress in restructuring of the Israel office and continues to closely
monitor its development and overhead expenditure. The Board decision to relocate the technology development
activity to our Australian based hardware and software R&D teams has resulted in multiple benefits. Firstly, with
our R&D activity being conducted in Australia, we have been able to increase funding from the Research and
Development Tax Incentive. Secondly, it has provided increased coordination and efficiency for our development
goals in 2018. Based on the above the directors believe the going concern basis of preparation to be
appropriate.
Should the Group be unable to achieve the matters set out above, a material uncertainty would exist as to
whether the Group will be able to continue as a going concern and therefore whether it will realise its assets and
discharge its liabilities in the normal course of business. The financial report does not include any adjustments
relating to the recoverability and classification of recorded asset amounts, or to the amounts and classification
of liabilities that might by necessary should the Group not continue as a going concern.
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NOTES TO THE FINANCIAL STATEMENTS continued
Amendments to Accounting Standards that are mandatorily effective for the current reporting period
The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian
Accounting Standards Board (the AASB) that are relevant to their operations and effective for an accounting
period that begins on or after 1 July 2017.
New and revised Standards and amendments thereof and Interpretations effective for the current year that are
relevant to the Group include:
• AASB1048 Interpretations of Standards
• AASB 2017-2 Amendments to Australian Accounting Standards – Further Annual Improvements to
Australian Accounting Standards 2014-2016
• AASB 2016-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments
to AASB 107
The application of these amendments has had no impact on the Group's consolidated financial statements.
New and revised Australian Accounting Standards in issue but not yet effective
At the date of authorisation of the financial statements, the Group has not applied the following new and
revised Australian Accounting Standards, Interpretations and amendments that have been issued but are not
yet effective:
Effective for
reporting
period
beginning
1 Jan 18
Expected
to be
initially
applied
30 Jun
19
Impact on
financial
report
The Company
does not
expect any
material
impact as
current rules
are in line with
the
requirements
and it does
not apply
hedge
accounting.
Ref
Title
Summary
9
B
S
A
A
Financial
Instruments
and its
consequential
amendments
financial asset
Completes phases I and III of the IASB's
project to replace IAS 39 (AASB 139)
'Financial
Instruments: Recognition and
Measurement'. This standard introduces new
classification and measurement models for
financial assets, using a single approach to
determine whether a
is
measured at amortised cost or fair value.
Accounting for financial liabilities continues
to be measured in accordance with AASB
139, with one exception, the portion of a
change of fair value relating to the entity's
own credit risk is to be presented in other
it would
comprehensive
create an accounting mismatch. Chapter 6
'Hedge Accounting' supersedes the general
hedge accounting requirements in AASB 139
and provides a new simpler approach to
hedge accounting that is intended to more
closely align with risk management activities
undertaken by entities when hedging
financial and non-financial risks.
income unless
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NOTES TO THE FINANCIAL STATEMENTS continued
Ref
Title
Summary
Revenue
from
Contracts
with
Customers
This amends AASB 18 ‘Revenue’,
AASB 111 ‘Construction Contracts’
and revenue-related
interpretations.
The amendment establishes a new
recognition
control-based
model, which changes the basis for
deciding whether revenue is to be
recognised over time or at point in time.
revenue
Leases
Amendments
to Australian
Accounting
Standards –
Classification
and
Measurement
of Share-
based
Payment
Transactions
Foreign
Currency
Transactions
and Advance
Consideration
finance
The standard replaces AASB 117
'Leases' and for lessees will eliminate
the classifications of operating leases
leases. The standard
and
outlines
and
measurement requirements for ‘right-
of-use’ assets on the statement of
financial position.
recognition
the
the
AASB 2016-5 amends AASB 2 Share-
based Payment (July 2015) as a
consequence of
issuance of
Financial Reporting
International
Standard
and
Classification
Measurement
Share-based
of
Payment Transactions (Amendments
to
International
Accounting Standards Board in June
2016.
IFRS 2) by
the
AASB Interpretation 22 addresses how
to determine the date of the foreign
currency transaction for the purpose of
determining the exchange rate to use
on initial recognition of the related
asset, expense or income (or part it) on
the derecognition of a non-monetary
liability arising from the payment or
receipt of advance consideration in a
foreign currency.
Effective
for
reporting
period
beginning
1 Jan
18
1 Jan
19
1 Jan
18
1 Jan
2018
Impact on
financial
report
Expected
to be
initially
applied
30 Jun
19
30 Jun
20
30 Jun
19
30 Jun
19
The
Company
does not
expect any
material
impact based
on
preliminary
assessment
performed on
prospective
product and
customer
type..
The
Company
does not
expect any
material
impact.
The
Company
does not
expect any
material
impact as no
modifications
to share-
based
payments
arrangements
are likely to
occur.
The
Company
does not
expect any
material
impact as
current rules
are in line
with the
requirements.
5
1
B
S
A
A
6
1
B
S
A
A
5
-
6
1
0
2
B
S
A
A
2
2
n
o
i
t
a
t
e
r
p
r
e
t
n
I
B
S
A
A
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NOTES TO THE FINANCIAL STATEMENTS continued
Ref
Title
Summary
Amendments
1
-
to Australian
7
1
Accounting
0
2
Standards –
B
S
Transfers of
A
Investment
A
Property,
Annual
Improvements
2014–2016
Cycle and
Other
Amendments
Amendments
1
-
to Australian
8
1
Accounting
0
2
Standards –
B
S
Annual
A
Improvements
A
2015–2017
Cycle
of
2015)
2015),
Australian
AASB 2017-1 amends AASB 1 First-time
Accounting
Adoption
Standards (July
AASB
128 Investments in Associates and Joint
Ventures (August
and AASB
140 Investment Property (August 2015). As
issuance of
a consequence of
Reporting
International
Standards Transfers
Investment
Property (Amendments to IAS 40) and
Annual Improvements to IFRS Standards
2014-2016 Cycle and IFRIC Interpretation
22 Foreign Currency Transactions and
Advance Consideration by the International
Accounting Standards Board (IASB) in
December 2016.
the
Financial
of
AASB 2018-1 amends AASB 3 Business
Combinations (August 2015), AASB 11
Joint Arrangements (July 2015), AASB 112
Income Taxes (August 2015) and AASB
123 Borrowing Costs (August 2015). As a
of
consequence
International Financial Reporting Standard
Annual Improvements to IFRS Standards
2015- 2017 Cycle by the International
Accounting Standards Board (IASB) in
December 2017.
issuance
the
of
Effective for
reporting
period
beginning
1 Jan
2018
Expected
to be
initially
applied
30 Jun
19
Impact on
financial report
The Company
does not
expect any
material
impact as
there will be
minimal
application.
1 Jan 19
30 Jun
20
The Company
does not
expect any
material
impact.
Accounting Policies
(a)
Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries) (referred to as 'the Group' in these financial statements). Control
is achieved where the consolidated entity is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They
are de-consolidated from the date that control ceases.
A list of controlled entities is contained in Note 11 to the financial statements. All controlled entities have a 30
June financial year-end.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. In the
separate financial statements of the Company, intra-group transactions ('common control transactions') are
generally accounted for by reference to the existing book value of the items. Where the transaction value of
common control transactions differ from their consolidated book value, the difference is recognised as a
contribution by or distribution to equity participants by the transacting entities.
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NOTES TO THE FINANCIAL STATEMENTS continued
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those
policies applied by the parent entity. Subsidiaries are accounted for at cost in the parent entity.
The results of subsidiaries acquired or disposed of during the year are included in profit or loss from the effective
date of acquisition or up to the effective date of disposal, as appropriate.
(b)
Income Tax
The income tax expense is based on the taxable income for the year. It is calculated using the tax rates that
have been enacted or are substantially enacted by the balance date. Current tax for current and prior periods
is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).
Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences
between the tax base of an asset or liability and its carrying amount in the statement of financial position. The
tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. In principle,
deferred tax liabilities are recognised for all taxable temporary differences.
Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be
available against which deductible temporary differences or unused tax losses and tax offsets can be utilised.
However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them
arise from the initial recognition of assets and liabilities (excluding a business combination) that affects neither
taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable
temporary differences arising from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in
subsidiaries, branches and associates, and interests in joint ventures except where the Group is able to
control the reversal of the temporary differences and it is probable that the temporary differences will not
reverse in the foreseeable future.
Deferred tax assets arising from deductible temporary differences associated with these investments and
interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against
which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable
future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when
the asset and liability giving rise to them are realised or settled. Current and deferred tax is recognised as an
expense or income in Profit or Loss, except when it relates to items credited or debited directly to equity, in
which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting
for a business combination, in which case it is taken into account in the determination of goodwill or excess.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from
the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its
assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by
the same taxation authority and the company/Group intends to settle its current tax assets and liabilities on a
net basis.
Respiri Limited (head entity) and its wholly owned Australian subsidiaries have formed an income tax
consolidated group under the tax consolidation regime.
Where the company is entitled to a tax rebate under the R&D Tax Concession during a particular financial year,
the rebate is recorded as revenue for the year when received, rather than when expenditure was incurred.
(c)
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
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NOTES TO THE FINANCIAL STATEMENTS continued
(d)
Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on
a ‘first in first out’ basis. The cost of inventories comprises cost of purchase and costs incurred in bringing
inventories to their present location and condition. Cost of purchased inventories is determined after deducting
rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less estimated costs of
completion and the estimated selling costs.
The Company periodically evaluates the condition and age of inventories and makes provisions for slow moving
inventories accordingly.
If in a particular period production is not at normal capacity, the costs of inventories does not include additional
fixed overheads in excess of those allocated based on normal capacity. Such unallocated overheads are
recognised as an expense in Profit or Loss in the period in which they are incurred. Furthermore, cost of
inventories does not include abnormal amounts of materials, labour or other costs resulting from inefficiency.
(e)
Plant and Equipment
Plant and equipment is stated at cost, less accumulated depreciation and impairment.
Cost includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and
variable overheads. Subsequent costs are included in the asset’s carrying amount or recognised as a separate
asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow
to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged
to Profit or Loss during the financial period in which they are incurred.
Depreciation
The depreciable amount of all plant and equipment is depreciated on a straight-line basis commencing from
the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of Plant & Equipment
Furniture & fittings
Computer equipment
Medical equipment
Depreciation Rate
6 - 15%
15 - 33%
15%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount
is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains
and losses are included in profit or loss.
(f)
Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the
arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use
of a specific asset or assets and the arrangement conveys a right to use the asset.
A distinction is made between finance leases, which effectively transfer from the lessor to the lessee
substantially all the risks and benefits incidental to the ownership of leased assets, and operating leases,
under which the lessor effectively retains substantially all risks and benefits.
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NOTES TO THE FINANCIAL STATEMENTS continued
Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets,
or if lower, the present values of minimum lease payments. Lease payments are allocated between the principal
components of the lease liability and the finance costs, so as to achieve a constant rate of interest on the
remaining balance of the liability.
Leased assets acquired under a finance lease are depreciated over the asset’s useful life or over the shorter
of the assets useful life and the lease term if there is no reasonable certainty that the consolidated entity will
obtain ownership at the end of the lease term.
Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a
straight-line basis over the term of the lease.
(g)
Financial Assets and Liabilities
Recognition
Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual
provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial
assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately
in profit or loss.
Loans and Receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They are included in current assets, except for those with maturities greater than
12 months after the reporting date which are classified as non-current assets. Loans and receivables are carried
at amortised cost using the effective interest rate method less impairment.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating
interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated
future cash receipts (including all fees on points paid or received that form an integral part of the effective
interest rate, transaction costs and other premiums or discounts) through the expected life of the debt
instrument, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
Financial Liabilities
Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value,
net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the
effective interest method, with interest expense recognised on an effective yield basis. The effective interest
method is a method of calculating the amortised cost of a financial liability and of allocating interest expense
over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net
carrying amount on initial recognition.
A financial liability is removed from the balance sheet when the obligation specified in the contract is discharged
or cancelled or expires. Non-derivative financial liabilities are recognised at amortised cost using the effective
interest rate method, comprising original debt, less principal payments, amortisation and impairment.
(h)
Impairment of Assets
Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets
are considered to be impaired when there is objective evidence that, as a result of one or more events that
occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment
have been affected.
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NOTES TO THE FINANCIAL STATEMENTS continued
For certain categories of financial assets, such as trade receivables, assets that are assessed for impairment
on a collective basis even if they were assessed not to be impaired individually. Objective evidence of
impairment for a portfolio of receivables could include the entity’s past experience of collecting payments, an
increase in the number of delayed payments in the portfolio past the average credit period, as well as
observable changes in national or local economic conditions that correlate with default on receivables.
For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference
between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the
financial asset’s original effective interest rate.
For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference
between the asset’s carrying amount and the present value of the estimated future cash flows discounted at
the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in
subsequent periods.
(i)
Intangibles
Intellectual Property
Intellectual property relates to technology assets, know-how and patents related to assets acquired on
acquisition of Respiri (Israel) Limited (previously KarmelSonix (Israel) Limited) and is recorded at cost less
accumulated amortisation and impairment. Amortisation is charged on a straight-line basis over the expected
life, being 10 years. Amortisation commences when the asset is available for use, that is, when it is in the
location and condition necessary for it to be capable of operating in the manner intended by management.
The amortisation period and the amortisation method for an intangible asset is reviewed at least at the end of
each reporting period. If the expected useful life of the asset is different from the previous estimates, the
amortisation shall be changed accordingly. Such changes are accounted for as changes in accounting
estimates.
(j)
Foreign Currency Transactions and Balances
Functional and Presentation Currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic
environment in which that entity operates. The consolidated financial statements are presented in Australian
dollars which is the parent entity's functional and presentation currency.
Transaction and Balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the
date of the transaction. Foreign currency monetary items are retranslated at the rates prevailing at the reporting
date. Non-monetary items that are measured in terms of historical cost are not retranslated. Non-monetary
items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on
the date when the fair value was determined.
Exchange differences arising on the translation of monetary items are recognised in Profit or Loss, except
where deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the
extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in
Profit or Loss.
For the purpose of presenting these consolidated financial statements, the assets and liabilities of the Group’s
foreign operations are translated into Australian dollars using exchange rates prevailing at the end of the
reporting period. Income and expense items are translated at the average exchange rates for the period, unless
exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the
transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income
and accumulated in equity (and attributed to non-controlling interests as appropriate).
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NOTES TO THE FINANCIAL STATEMENTS continued
Group Companies
The financial results and position of foreign operations whose functional currency is different from the Group’s
presentation currency are translated as follows:
•
•
•
assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
income and expenses are translated at average exchange rates for the period; and
retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations are transferred directly to the Group's foreign
currency translation reserve in the Statement of Financial Position. These differences are recognised in the
Profit or Loss in the period in which the operation is disposed.
(k)
Employee Benefits
Annual Leave and Long Service Leave
A liability is recognised for the Company’s liability for employee benefits arising from services rendered by
employees to balance date. Employee benefits that are expected to be settled within one year have been
measured at the amounts expected to be paid when the liability is settled, plus related on-costs.
Employee benefits payable later than one year have been measured at the present value of the estimated
future cash outflows to be made for those benefits.
Short term benefits include salaries, paid annual leave, paid sick leave, recreation and social security
contributions (Israel only) and are recognised as expenses as the services are rendered.
Post employment benefits include superannuation and payments to insurance companies (Israel only) and are
defined contribution plans. Such payments are made in accordance with the relevant legislation for country
and/or state where an employee normally performs their duties as an employee. Payments are recognised as
expenses as the services are rendered.
Share-Based Payments
Shared-based compensation benefits are provided to employees via the Respiri Limited Employee Option Plan
and an employee share scheme.
The fair value of options granted under Respiri Limited Option Share Plan is recognised as an employee benefit
expense with a corresponding increase in equity. The fair value is measured at the grant date and recognised
over the period during which the employees become unconditionally entitled to the options.
The fair value at grant date was determined using an option pricing model that takes into account the exercise
price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradeable
nature of the option, the share price at grant date and the expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the term of the option.
Provisions
(l)
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be required to settle the obligation and the amount has
been reliably measured. Provisions are not recognised for future operating losses.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a
provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the
present value of those cash flows.
(m)
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less.
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NOTES TO THE FINANCIAL STATEMENTS continued
(n)
Revenue
Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity and the
revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or
receivable.
Interest
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the
financial assets. All revenue is stated net of the amount of goods and services tax (GST).
Sale of goods
Sale of goods revenue is recognised at the point of sale, which is where the customer has taken delivery of the
goods, the risks and rewards are transferred to the customer and there is a valid sales contract. Amounts
disclosed as revenue are net of sales returns and trade discounts.
Government Grants
Government grants are recognised at fair value where there is reasonable assurance that the grant will be
received and all grant conditions will be met. Grants relating to expense items are recognised as income over
the periods necessary to match the grant to the costs they are compensating. Grants relating to the purchase
of property, plant and equipment are included in non-current liabilities as deferred income and are credited to
Profit or Loss over the expected useful life of the related asset on a straight-line basis.
Government grants received in Israel as support for research and development projects, include an obligation
to pay royalties (ranging from 3.5% to 5%) conditional on future sales arising from the project. These grants are
recognised upon receipt as a liability if future economic benefits are expected from the project (i.e. sales). If no
economic benefits are expected, the grants are recognised as a reduction of the related research and
development expenses and the royalty obligation treated as a contingent liability.
At the end of each reporting date, the Company evaluates if there is reasonable assurance that the liability
recognised, in whole or part, will not be repaid. If there are indications the liability will not be repaid, the
appropriate amount of the liability is derecognised and recorded in Profit or Loss as a reduction of research and
development expenses. Otherwise, the appropriate amount of the liability that reflects expected future royalty
payments is recognised with a corresponding adjustment to research and development expenses.
Royalty payments are treated as a reduction of the liability.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
R&D Tax Concession Refunds
R&D Tax concession refunds are recorded as revenue for the year when received, rather than when expenditure
was incurred.
Goods and Services Tax (GST)
(o)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST
incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as
part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in
the Statement of Financial Position sheet are shown inclusive of GST.
Cash flows are presented in the Statement of Cash Flows on a gross basis, except for the GST component of
investing and financing activities, which are disclosed as operating cash flows
(p)
Share Capital
Ordinary share capital is recognised as the fair value of the consideration received by the Company. Any
transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the
share proceeds received.
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NOTES TO THE FINANCIAL STATEMENTS continued
(q)
Earnings per share
Basic earnings per share
Basics earnings per share is calculated by dividing the profit attributed to the owners of Respiri Limited,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary
shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the
financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account the after-income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares and the weighted average number of shares.
Note 2
- Parent Entity Information
The following information has been extracted from the books and records of the parent entity and has been
prepared in accordance with the accounting standards.
Statement of Financial Position
Assets
Current Assets
Non-Current Assets
Total Assets
Liabilities
Current Liabilities
Total Liabilities
Net Assets
Equity
Issued Capital
Reserves
Accumulated Losses1
Total Equity
Statement of Profit or Loss and Other Comprehensive Income
Loss after income tax
Total Comprehensive Income
Parent Entity
30 June 2018
$ AUD
30 June 2017
$ AUD
2,588,775
13,706
2,602,481
2,412,843
9,927
2,422,770
537,289
537,289
296,843
296,843
2,065,192
2,125,927
102,332,258
346,414
99,382,258
217,102
(100,613,480)
(97,473,433)
2,065,192
2,125,927
(3,140,047)
(2,283,619)
(3,140,047)
(2,283,619)
1.
There was no transfer of lapsed/expired options from reserve in the financial year 2018 (2017: $327,990)
Parent Entity Contingencies and Commitments
Parent Entity does not have any contingent liabilities and commitments.
Parent Entity Guarantees in Respect of the Debts of its Subsidiaries
The Parent Entity has no guarantees in respect of its subsidiaries.
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NOTES TO THE FINANCIAL STATEMENTS continued
Note 3 - Revenue
Revenue
Non-operating Revenue
Interest
Other Revenue
Total Non-Operating Revenue
Total Revenue
Other Income
R&D Tax Concession Received 1
Total Other Income
30 June 2018
30 June 2017
$ AUD
$ AUD
15,357
2,255
17,612
14,112
518
14,630
17,612
14,630
861,455
861,455
879,067
825,603
825,603
840,233
1. The R&D tax concession refund of $861,455 recorded in the financial year 2018 consists of $108,058 of additional
R&D tax concession refund for the financial year 2015 and the R&D tax concession refund of $753,397 for the financial
year 2017. The financial year 2017 comparatives relates to R&D tax concession refund for the financial year 2016 of
$825,603.
The value of any allocable R&D tax concession refund with respect to eligible R&D expenditures incurred during the
financial year 2018 has not yet been determined and have therefore not been included within the financial statements
for financial year 2018.
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NOTES TO THE FINANCIAL STATEMENTS continued
Note 4 - Expenses
30 June 2018
30 June 2017
$ AUD
$ AUD
118,610
263,419
292,241
286,634
460,151
1,039,026
158,119
201,438
400,640
760,197
129,312
217,102
78,642
(2,665)
998,264
30,070
-
1,104,311
102,089
3,416
681,711
34,504
5,334
827,054
6,838
31,549
22,826
92,015
1,512,288
1,124,865
153,076
46,084
4,086,287
3,362,285
4,694,820
Expenses
a) Amortisation
b) Consulting, employee and director
Consulting expenses
Employee expenses
Director expenses
c) Equity-based payment
d) Corporate administration
Audit and accounting fees
Foreign exchange (gain)/loss
Corporate administration expenses
Office rentals
Other
e) Depreciation
f) Marketing and promotion
g) Research and development
h) Travel
Total Expenses
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Tax effect of amounts which are not deductible in calculating income tax:
NOTES TO THE FINANCIAL STATEMENTS continued
Note 5
- Income Tax Expenses
30 June 2018
30 June 2017
$ AUD
$ AUD
a)
The prima facie tax on loss from ordinary activities
before the loss is reconciled to the income tax as
follows:
Loss before income tax
Income tax benefit calculated at 27.50% (2017:27.50%)
(3,207,220)
(881,985)
(2,522,052)
(693,564)
Tax effect of amounts which are not deductible in calculating income tax:
- impairment and amortisation expenses
- share-based payments expenses
- other expenses not deductible
Other non-assessable income
Other deductible items
Deferred tax assets relating to tax losses and
temporary differences not recognised
Income tax expense
b)
Unrecognised Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities are attributable to the
following:
- Tax losses
- Prepayments
- Inventory
- Provision
- Accruals
32,618
35,560
10,527
(236,900)
(38,842)
1,079,022
-
72,440
59,703
40,161
(227,041)
(66,510)
814,811
-
18,821,228
17,706,079
(30,205)
-
3,292
26,028
(18,202)
-
5,212
48,232
Net deferred tax assets not recognised
18,820,343
17,741,321
c)
Components of Tax
The components of tax expense comprise:
- Current Tax
- Deferred Tax
Income tax expense
-
-
-
-
-
-
Included in the total of deferred tax assets attributable to tax losses not recognised are tax losses in relation to
operations in Israel, United States of America and Australia. Tax losses in Australian entities alone of
$20,082,070 (2017: 17,667,469) relate to losses generated from 22 November 2006 to 30 June 2018. The
ongoing availability of these tax losses are subject to further review by the Company to ensure compliance with
the relevant provisions of Australia Income Tax laws.
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NOTES TO THE FINANCIAL STATEMENTS continued
Note 6 - Key Management Personnel Compensation
Short-term employee benefits
Post-employment benefits
Share-based payments1
1.
Refer to Note 23 for reconciliation.
Note 7 - Auditor’s Remuneration
Remuneration of Company's Auditor, Deloitte Touche Tohmatsu for:
- auditing or reviewing the financial report of the Group
Remuneration of Subsidiary Company's Auditor, Ernst & Young Israel for:
- auditing or reviewing the financial report of the subsidiary1
30 June 2018
30 June 2017
$ AUD
$ AUD
460,151
-
129,312
589,463
400,640
-
173,682
574,322
30 June 2018
$ AUD
30 June 2017
$ AUD
72,050
72,050
6,592
78,642
92,150
92,150
9,939
102,089
1. Audit fees paid to Ernst & Young subsidiaries for the auditing and/or review of the financial report of Respiri (Israel)
Ltd.
Note 8 - Loss per Share
Basic loss per share (cents)
Diluted loss per share (cents)
30 June 2018
30 June 2017
(0.73)
(0.73)
(0.58)
(0.58)
a)
b)
c)
Net loss used in the calculation of basic and diluted loss per share
(3,207,220)
(2,522,052)
Weighted average number of ordinary shares outstanding during
the period used in the calculation of basic and diluted loss per share
441,492,813
432,717,471
Potential ordinary shares, including options, are excluded from the weighted average number of shares used
in the calculations of basic loss per share as they are considered non-dilutive.
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NOTES TO THE FINANCIAL STATEMENTS continued
Note 9 - Cash and Cash Equivalents
Cash at Bank
30 June 2018
$ AUD
30 June
2017
$ AUD
2,418,427
1,562,920
The interest rates on cash at bank on 30th June 2018 was 0.6% (2017: 0.9%). The Group’s exposure to
interest rate risk is discussed in Note 26. The maximum exposure to credit risk at the end of the financial year
is the carrying amount of each class of cash and cash equivalents mentioned above.
Note 10
- Trade and Other Receivables
Current
Other Receivables1
30 June 2018
$ AUD
30 June
2017
$ AUD
118,763
866,171
1. Other receivables include GST/V.A.T receivable. The 30 June 2017 balance includes the R&D tax concession refund receivable of $825,603 for
the financial year 2016. The refund was received in July 2017. (see Note 3)
Refer to Note 26 for more information on the Groups foreign currency risk management policy.
Note 11
- Controlled Entities
Parent Entity
Respiri Limited
Subsidiaries of iSonea Limited
KarmelSonix Australia Pty Ltd
iSonea (Israel) Limited
Country of Incorporation
Percentage of Ownership*
30 June
2017
30 June 2018
Australia
-
-
Australia
Israel
100%
100%
100%
100%
100%
100%
iSonea USA Inc.
United States of America
* Percentage of voting power is in proportion to ownership.
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NOTES TO THE FINANCIAL STATEMENTS continued
Note 12
- Property, Plant and Equipment
Furniture & Fittings
At cost
Accumulated depreciation
Computer Equipment & Software
At cost
Accumulated depreciation
Medical Equipment
At cost
Accumulated depreciation
30 June 2018
30 June 2017
$ AUD
$ AUD
-
-
-
12,505
(6,759)
5,746
188,981
(178,030)
10,951
218,382
(204,859)
13,523
35,442
(35,442)
-
97,256
(96,628)
628
a)
Movement in Carrying Amounts
Movements in carrying amounts for each class of property, plant and equipment between the beginning and
the end of the current financial year.
Furniture &
Fittings
Computer
Equipment
Medical
Equipment
$ AUD
$ AUD
$ AUD
Total
$ AUD
Balance as at 1 July 2016
Additions
Depreciation expense
Write Off/Disposals of assets
Exchange adjustments
Carrying amount as at 30 June 2017
Additions
Depreciation expense
Write Off/Disposals of assets
Exchange adjustments
Carrying amount as at 30 June 2018
6,241
-
(884)
-
389
5,746
-
(311)
(5,435)
-
-
35,957
582
7,899
-
(23,294)
(7,371)
-
278
13,523
7,902
(6,454)
(4,020)
-
10,951
-
100
628
-
(73)
(555)
-
-
50,097
582
(31,549)
-
767
19,897
7,902
(6,838)
(10,010)
-
10,951
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NOTES TO THE FINANCIAL STATEMENTS continued
Note 13
- Intangible Assets
Intellectual Property
At cost
Accumulated Amortisation
Balance as at 1 July 2016
Additions
Amortisation
Exchange adjustments
Carrying amount as at 30 June 2017
Additions
Amortisation
Exchange adjustments
Carrying amount as at 30 June 2018
Amortisation
30 June 2018
30 June 2017
$ AUD
$ AUD
2,006,793
(2,006,793)
-
2,011,157
(1,888,183)
122,974
Acquired
Intellectual
Property
$AUD
368,922
-
(263,419)
17,471
122,974
-
(118,610)
(4,364)
-
Amortisation is charged on a straight-line basis over the expected life of the asset and begins when the asset
is available for use. The Directors have determined that the asset was available for use on 1 January 2008 and
the life of the intangible is 10 years. Intellectual property relates to acquired assets. The asset is fully written
down as at 30 June 2018
Note 14
- Other Assets
30 June 2018
30 June 2017
$ AUD
$ AUD
94,299
15,534
109,833
2,985
2,985
112,818
43,693
22,497
66,190
3,086
3,086
69,276
Current
Prepayments
Deposits
Non-Current
Other
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NOTES TO THE FINANCIAL STATEMENTS continued
Note 15
- Trade and Other Payables
Current
Trade payables
Accrued expenses
30 June 2018
30 June 2017
$ AUD
$ AUD
503,312
493,922
997,234
268,470
562,273
830,743
Terms and conditions of the above financial liabilities:
• Trade payables are non-interest bearing and are normally settled on between 30 - 45 day terms
• Accrued expense are non-interest bearing
Refer to Note 26 for more information on the Groups foreign currency risk management policy
Note 16
- Other Financial Liabilities
Current
Other Financial Liability1
30 June 2018
$ AUD
30 June 2017
$ AUD
12,912
12,912
12,912
12,912
1. Detailed information in relation to the Chief Scientist grants received in Israel is contained in Note 20.
Note 17
- Issued Capital
The Company has an unlimited authorised share capital of no par value ordinary shares.
30 June 2018
30 June 2017
No.
$ AUD
No.
$ AUD
Fully Paid Ordinary Shares
Balance at beginning of year
Shares issued during the year
Transactions costs relating to share issues
433,383,224
40,000,000
-
$99,382,258
3,200,0001
(250,000)1
432,383224
1,000,000
99,312,258
70,000
-
-
Total Issued Capital
473,383,224
102,332,258
433,383,224
99,382,258
During the Year ended 30 June 2018, the Company issued the following securities:
Date
18 Apr 18
18 Apr 18
Details
Issue of shares in lieu of cash payment for services
rendered 1
Issue of shares
to certain professional and
sophisticated investors as announced to the market
on 10th April 2018
No.
Issue Price
$ AUD
Total Value
$ AUD
2,500,000
0.080
200,000
37,500,000
0.080
3,000,000
40,000,000
3,200,000
1. $200,000 of this amount pertains to shares issued to the Lead Manager in lieu of cash payment for services rendered in connection with
the share placement in April 2018.
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NOTES TO THE FINANCIAL STATEMENTS continued
Terms and Conditions of Issued Capital
Ordinary Shares:
Ordinary shareholders have the right to receive dividends as declared and in the event of winding up the Company, to
participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on
shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy at a meeting of the Company.
Options:
Option holders do not have the right to receive dividends and are not entitled to vote at the meeting of the Company
until options are exercised into ordinary shares by payment of the exercise price. Options may be exercised at any time
from the date they vest to their expiry date. Share options convert into ordinary shares on a one for one basis on the
date they are exercised.
Capital Risk Management:
The consolidated entity’s objective when managing capital is to safeguard its ability to continue as a going concern, so
that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital
structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as
a value adding relative to the current company’s share price at the time of the investment. The consolidated entity is not
actively pursuing additional investment in the short-term as it continues to develop its technologies.
Note 18
- Reserves
Options
Balance at beginning of year
Unlisted Options issued during the year
Lapse of options
Cancellation of options
Total Option Reserve
FX Reserve
Balance at beginning of year
Other comprehensive income for the year, net of tax
Total FX Reserve
Total Reserves
30 June 2018
30 June 2017
No.
$ AUD
No.
$ AUD
20,000,000
20,000,0001
-
(10,000,000)2
30,000,000
217,102
129,312
-
-
15,143,060
327,990
20,000,000
(15,143,060)
217,102
(327,990)
-
-
346,414
20,000,000
217,102
-
-
-
(287,042)
(18,862)
(305,904)
-
-
-
(283,634)
(3,408)
(287,042)
30,000,000
40,510
20,000,000
(69,940)
1.
2.
The shareholders have approved the issuance of 34,000,000 unlisted RSH Options to Directors in accordance with resolution 3
of Company’s 2017 Annual General Meeting. The Company has since determined that 14,000,000 options to former Directors
were not issued and have not vested. Refer to contingent liability note (see Note 20) for more information.
10,000,000 Unlisted Options issued on 24 February 2017 exercisable at $0.10 on or before 24 February 2022 for corporate advisory
consultant services compensation were cancelled in December 2017. No expense recognised given this has all occurred within the
same financial year.
Option Reserve:
The option reserve recognises the proceeds from the issue of options over ordinary shares and the expense recognised
in respect of share based payments.
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NOTES TO THE FINANCIAL STATEMENTS continued
Note 19
- Capital and Leasing Commitments
a)
Operating Lease Commitments
Non-cancellable operating leases contracted for but not capitalised in the financial statements:
30 June 2018 30 June 2017
$ AUD
$ AUD
Minimum lease payments payable:
- not later than 12 months
- between 12 months and 5 years
Haifa, Israel
-
-
-
21,162
-
21,162
The lease is a non-cancellable lease with a five-year term and has expired in 2018. There are no further lease
commitments for the Israel operation.
b)
Other commitments
Respiri Limited has no other commitments.
Note 20
- Contingent Liabilities
Office of the Chief Scientist- Israel
Following approval from the Office of the Chief Scientist in Israel (OCS), four OCS grants totalling
USD$541,470 were received by Karmel Medical Acoustic Technologies Ltd (KMAT) prior to 2006 to assist with
the R&D of technologies. The R&D associated with these OCS grants was acquired by Respiri from KMAT in
2006, together with the associated OCS grant obligations. In 2008, Respiri subsequently received two further
grants from the OCS totalling USD$307,047 to assist in the funding of ongoing R&D work.
The terms of the OCS grant scheme specify that should technologies be developed with the direct assistance
of a grant, and be commercialised, and generate sale revenue for the company, a royalty of between 3% - 3.5%
of the associated sales revenue will be paid to the OCS until that OCS grant(s) amount, plus applicable interest
applied to that grant(s) amount (based on LIBOR) has been repaid.
Former Directors’ Options
At the 2017 Annual General Meeting on 14 December 2017, shareholders approved the issue of 14,000,000
options to two directors who subsequently resigned on 30 May 2018 and that the Company has determined
were not issued and have not vested. The financial statements have been prepared reflecting the Company’s
position. The former directors have communicated to the Company that they disagree with the Company’s
determination that the options were not issued and have not vested, and it is possible that they may take legal
action against the Company. The Company has rejected their view and will, should it be required to do so,
strongly defend its position.
In the event that the Company was required to recognise that the options were issued and had vested, a non-
cash share-based payments expense of $934,000 would be recognised in the remuneration report and
consolidated statement of profit and loss and other comprehensive income for the year ended 30 June 2018
and the net loss for the year then ended would have been $4.1million.
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Note 21
- Segment Reporting
AASB 8 requires operating segments to be identified on the basis of internal reports about components of the
Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the
segment and to assess its performance.
Information reported to the Group’s Chief Operating Decision Makers for the purposes of resource allocation
and assessment of performance is more specifically focused on the geographical locations of the Group’s
operations.
The Group’s reportable segments under AASB 8 are therefore as follows:
• Australia
Israel
•
The Australia reportable segment activities include research, development and commercialisation of medical
devices, and the production of mobile health applications in Australia.
The Israel reportable segment activities include research, development and commercialisation of medical
devices, and the production of mobile health applications in Israel.
In prior years, the Group has had operations in United States; however, these operations have ceased and
therefore are no longer reported as a reportable segment.
Information regarding these segments is presented below. The accounting policies of the reportable segments
are the same as the Group’s accounting policies.
----- Medical Devices -----
Segment
Australia
$ AUD
Israel
$ AUD
Segment
Corporate
Total
Total
$ AUD
$ AUD
$ AUD
30 June 2018
Segment Revenue
External sales
Interest revenue
Other Income
-
-
861,455
Total Segment Revenue
861,455
Segment Expenses
Segment Depreciation
Expenses
-
2,259
-
2,259
-
2,259
861,455
863,714
-
15,353
-
15,353
-
17,612
861,455
879,067
(2,714)
(2,714)
(4,124)
(6,838)
Segment Expenses
(1,582,684)
(395,892)
(1,978,576)
(2,100,874)
(4,079,449)
Total Segment Expense
(1,582,684)
(398,606)
(1,981,290)
(2,104,998)
(4,086,287)
Income Tax Expense
Net Result
Assets
Segment assets
Total Assets
Liabilities
Segment liabilities
Total Liabilities
(721,229)
(396,347)
(1,117,576)
(2,089,645)
(3,207,220)
25,139
25,139
34,628
34,628
59,767
59,767
2,601,192
2,660,959
2,601,192
2,660,959
404,816
404,816
31,856
31,856
436,672
436,672
573,474
573,474
1,010,146
1,010,146
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----- Medical Devices -----
Segment
Australia
$ AUD
Israel
$ AUD
Segment
Corporate
Total
Total
$ AUD
$ AUD
$ AUD
-
34
825,603
825,637
-
517
-
517
-
551
825,603
826,154
-
14,079
-
14,079
-
14,630
825,603
840,233
30 June 2017
Segment Revenue
External sales
Interest revenue
Other Income
Total Segment Revenue
Segment Expenses
Segment Depreciation
Expenses
-
(11,053)
(11,053)
(20,496)
Segment Expenses
(831,859)
(901,478)
(1,733,337)
(1,597,399)
Total Segment Expense
(831,859)
(912,531)
(1,744,390)
(1,617,895)
Income Tax Expense
-
-
-
-
(31,549)
(3,330,736)
(3,362,285)
-
Net Result
Assets
Segment assets
Total Assets
Liabilities
Segment liabilities
Total Liabilities
(6,222)
(912,014)
(918,236)
(1,603,816)
(2,522,052)
23,307
23,307
196,555
196,555
219,862
219,862
2,421,376
2,421,376
2,641,238
2,641,238
418,955
418,955
92,957
92,957
511,912
511,912
331,743
331,743
843,655
843,655
Note 22
a)
- Cash Flow Information
Reconciliation of cash flow from operations with loss after income tax
Net Loss for the year
Add back depreciation expense
Add back amortisation expense
Add back share-based payments
Add back interest from investing activities
Add back shares issued for nil consideration
Add back loss on disposal/write-off of assets
Add back foreign exchange adjustments
(Increases)/Decreases in Accounts Receivable1
Increases in Other Current Assets
(Decreases)/Increases in Accounts Payable
30 June 2018
30 June 2017
$AUD
$AUD
(3,207,220)
(2,522,052)
6,838
118,610
129,312
(15,357)
-
7,856
(2,663)
747,410
(43,644)
166,491
31,549
263,419
217,102
70,000
-
3,417
(785,772)
7,630
(198,605)
Net cash flows used in operating activities
(2,092,367)
(2,913,312)
Decrease in receivables balance relates to receipt of R&D tax concession receivable as at 30 June 2017 in the financial
year 2018 (see note 10)
b)
Please refer to Note 17 and 18 for further details regarding equity issued for nil cash consideration.
Non-Cash financing and investing activities
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NOTES TO THE FINANCIAL STATEMENTS continued
Note 23
- Share-based Payments
a)
Employee share and option plan
At the Annual General Meeting held on 30 October 2013, Shareholders approved the establishment of the 2013
Employees', Directors' and Consultants' Share and Option Plan (ESOP). The ESOP is intended to reward
Directors, employees and/or consultants for their contributions to the Group. The Plan is to be used as a method
of retaining and providing incentives to key personnel for the growth and development of the Group. The Plan
has been established to benefit personnel in Australia, Israel and USA.
No options were exercised or granted during the current or previous year under ESOP.
The weighted average fair value of the share options granted during the financial year is $0.087 (2017: $0.029).
Expected volatility is based on the historical share price volatility over the past 2 years. To allow for the effects
of early exercise, it was assumed that executives and senior employees would exercise the options after vesting
date when the share price is two and a half times the exercise price.
b)
Fair value of share options granted in the year outside of the ESOP
For the options granted during the current financial year, the Monte Carlo Option valuation model inputs used
to -determine the fair value at the grant date, are as follows:
No. of
Options
Grant
Date
Expiry date
Share
price at
grant date
$ AUD
6,000,0001 14 Dec 17
6,000,0002 14 Dec 17
8,000,0003 14 Dec 17
31 Dec 23
31 Dec 24
31 Dec 25
$0.04
$0.04
$0.04
Exercise
price
$ AUD
$0.03
$0.03
$0.03
Expected
Volatility
Dividend
yield
Risk-free
interest
rate
Fair value
at grant
date
$ AUD
136.00%
136.00%
136.00%
-
-
-
2.00%
2.00%
2.00%
$0.04753
$0.09237
$0.11227
1. Options will vest after 31 December 2018 subject to the Company’s share price being $0.10 or greater on 10 trading
days on any 20 sequential trading days in the three months commencing October 2018 and in the fifteen months
subsequent to that date.
2. Options vest after 31 December 2019, subject to the Company’s share being $0.15 or greater on 10 trading day on
any 20 sequential trading days in the three months commencing October 2019 and in the fifteen months subsequent
to that date.
3. Options will vest after 31 December 2020, subject to the Company’s share price being $0.20 or greater on 10 trading
days in the three months commencing October 2020 and in the fifteen months subsequent to that date.
Expected volatility was calculated using the Monte Carlo Simulation Model calculator.
c)
Movements in share options during the year
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NOTES TO THE FINANCIAL STATEMENTS continued
The following reconciles the share options outstanding at the beginning and end of the year:
30 June 2018
30 June 2017
Outstanding at the beginning of
the year
Granted
Exercised
Expired/lapsed
Cancelled
Outstanding at year-end
Exercisable at year-end
No. of Options
20,000,000
20,000,0001
-
-
(10,000,000)
30,000,000
10,000,000
Weighted
Average
Exercise Price
$ AUD
Weighted
Average
Exercise Price
$ AUD
No. of Options
0.19
0.03
-
-
-
0.12
0.12
15,143,060
20,000,000
-
(15,143,060)
-
20,000,000
20,000,000
0.32
0.19
-
-
-
0.19
0.19
1
The shareholders have approved the issuance of 34,000,000 unlisted RSH Options to Directors in accordance with resolution 3 of
Company’s 2017 Annual General Meeting. The Company has since determined that 14,000,000 options to former Directors were
not issued and have not vested. Refer to contingent liability note (see Note 20) for more information
d) Share options exercised during the year
No options were exercised during the financial year 2018.
e) Share options outstanding at the end of the year
The options outstanding at 30 June 2018 had a weighted average exercise price of $0.03 (2017: 0.19) and a
weighted average remaining contractual life between 1.5 to 7.5 years. Exercise prices range from $0.03 (2017:
0.10) to $0.28 (2017: 0.28) in respect of options outstanding at 30 June 2018.
f) Share based payments expense
Share-based payments
- Options issued to directors
- Options issued to supplier
30 June 2018
$ AUD
30 June 2017
$ AUD
129,3121
-
129,312
173,682
43,420
217,102
1
The shareholders have approved the issuance of 34,000,000 unlisted RSH Options to Directors in accordance with
resolution 3 of Company’s 2017 Annual General Meeting. The Company has since determined that 14,000,000
options to former Directors were not issued and have not vested. Refer to contingent liability note (see Note 20) for
more information
Note 24
- Subsequent Events
Other than the matters disclosed in the contingent liabilities note (see Note 20), there have been no other
matters or circumstances since the end of the reporting period which significantly affected or may significantly
affect the operations of the consolidated entity, the result of those operations or the state of affairs of the
economic entity in subsequent financial years.
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NOTES TO THE FINANCIAL STATEMENTS continued
Note 25
- Related Party Transactions
Respiri Limited loans funds to subsidiaries on an at-call basis and charges interest on the balance of the funds
outstanding based on the Australian Taxation Office (ATO) benchmark interest rate of the prior year 5.45%
(2017: 5.45%) per annum. As at 30 June 2018, the balance outstanding from subsidiaries was $55,461,191
(2017: $51,815,491) and the interest charged for the financial year was $1,610,064 (2017: $1,522,319). An
accumulated provision for impairment of $55,461,191 (2017: $51,815,491) has been recognised by Respiri
Limited against these loans. In the current period the parent recognised an impairment expense of $3,645,700
(2017: $3,095,590) on the loans to subsidiaries. All loans and interest are eliminated on consolidation.
Note 26
- Financial Risk Management
The Group's activities expose it to a variety of financial risks including market risk, credit risk and liquidity risk.
Price risk is not a risk exposure. The Group's overall risk management program focuses on the unpredictability
of financial markets and seeks to minimise potential adverse effects on the financial performance of the
consolidated entity. The Company and Group do not have written policies regarding risk management however,
these risks are managed
prudently by senior management.
The Group holds the following financial instruments:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
Other financial liabilities
a) Foreign Currency Risk
30 June 2018
$ AUD
30 June 2017
$ AUD
2,418,427
118,763
2,537,190
997,234
12,912
1,010,146
1,562,920
866,171
2,429,091
830,743
12,912
843,655
The Group engages in international purchase transactions and is exposed to foreign currency risk arising from
various currency exposures, primarily with respect to the US dollar (USD) and Israeli shekel (ILS). The parent
has minimal exposure to foreign exchange risk as it does not hold any foreign currency cash reserves and only
makes minor foreign currency payments. The Group does not make use of derivative financial instruments to
hedge foreign exchange risk.
The carrying amount of the foreign currency denominated monetary assets and liabilities at the reporting date
is as follows, all amounts in the table below are displayed in $AUD at year-end spot rates:
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NOTES TO THE FINANCIAL STATEMENTS continued
Cash and trade and other receivables
- ILS
- USD
Trade and other payables
- ILS
- USD
Sensitivity Analysis
30 June 2018
30 June 2017
$ AUD
$ AUD
20,108
10,514
30,622
(18,944)
(26,795)
(45,739)
33,262
11,152
44,414
(80,045)
(34,900)
(114,945)
The following tables demonstrate the sensitivity to a reasonably possible change in USD and ILS exchange
rates, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in
the fair value of monetary assets and liabilities including non-designated foreign currency derivatives and
embedded derivatives. The Group’s exposure to foreign currency changes for all other currencies is not
material.
2018
2017
2018
2017
Change in USD Rate Effect on profit before tax
5%
(5%)
(814)
814
5%
(5%)
Change in ILS Rate
5%
(5%)
(1,187)
1,187
Effect on profit before tax
59
(59)
5%
(5%)
(2,339)
2,339
b)
Interest Rate Risk
The Group's exposure to interest rate risk is the risk that a financial instrument’s value will fluctuate as a result
of changes in market interest rates and the effective weighted average interest rates on classes of financial
assets and financial liabilities.
The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest
rate risk (against the implied 30-day bank bill rate). The table also represents the quantitative impact on the
financial statements should the variation occur.
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NOTES TO THE FINANCIAL STATEMENTS continued
30 June 2018
Carrying
Amount
$ AUD
Weighted average
interest rate
%
(1%) effect on
profit before tax
$ AUD
1% effect on profit
before tax
$ AUD
Financial assets
Cash and cash equivalents
Total (decrease)/increase
2,418,427
2,418,427
0.60
-
(24,184)
(24,184)
24,184
24,184
30 June 2017
Carrying
Amount
$ AUD
Weighted average
interest rate
%
(1%) effect on
profit before tax
$ AUD
1% effect on profit
before tax
$ AUD
1,562,920
1,562,920
0.90
-
(15,629)
(15,629)
15,629
15,629
Financial assets
Cash and cash equivalents
Total (decrease)/increase
c) Credit Risk
Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial
loss to the Group. The Group has no significant concentration of credit risk in the current or prior year.
The Group ensures that surplus cash is invested with financial institutions of appropriate credit worthiness and
limits the amount of credit exposure to any one counter party.
d) Liquidity Risk
Liquidity risk is the risk that the Group will not pay its debtors when they fall due. Prudent liquidity risk
management implies maintaining sufficient cash and the availability of funding through an adequate amount of
committed credit facilities. The Group manages liquidity risk by maintaining sufficient bank balances to fund its
operations and the availability of funding through committed credit facilities.
Management manages this risk by monitoring rolling forecasts of the Group's liquidity reserve on the basis of
expected cash flows.
0-30 days
$ AUD
31-60 days
$ AUD
2018 Trade and other payables
(875,753)
(20,506)
2017 Trade and other payables
2018 Trade and other receivables
2017 Trade and other receivables
(677,526)
118,763
866,171
(31,934)
-
-
61-90 days
$ AUD
(64,789)
(4,961)
-
-
90+ days
$ AUD
(36,186)
(116,322)
-
-
Total
$ AUD
(997,234)
(830,743)
118,763
866,171
e) Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going
concern and to maintain a capital structure that maximises shareholder value. In order to maintain or achieve
an optimal capital structure, the Group may issue new shares or reduce its capital, subject to the provisions of
the Group's constitution.
The capital structure of the Group consists of equity attributed to equity holders of the Group, comprising
contributed equity and reserves disclosed in Notes 17 and 18. By monitoring undiscounted cash flow forecasts
and actual cash flows provided to the Board by the Group's Management the Board monitors the need to raise
additional equity from the equity markets.
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NOTES TO THE FINANCIAL STATEMENTS continued
f) Fair Value Estimation
The carrying amount of financial assets and financial liabilities recorded in the financial statements represents
their respective fair values determined in accordance with the accounting policies disclosed in Note 1.
Note 27
- Company Details
Registered Office
Level 10, 446 Collins Street,
Melbourne, Victoria
AUSTRALIA 3000
Principal Place of Business
Level 27, 101 Collins Street
Melbourne, Victoria
AUSTRALIA 3000
Ph: +61 (0)3 9602 3366
Fx: +61 (0)3 9602 3606
www.respiri.co
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60
For personal use only DIRECTORS’ DECLARATION
The Directors of the Company declare that:
1.
the financial statements and the notes, as set out on pages 31 to 60, and the remuneration disclosures
that are contained within the Remuneration report within the Directors’ report, set out on pages 15 to 24,
are in accordance with the Corporations Act 2001 and:
a.
b.
c.
In the director’s opinion there are reasonable grounds to believe the company will be able to pay
its debts as and when they become due and payable
In the directors’ opinion the financial statements and notes also comply with International
Financial Reporting Standards as disclosed in Note 1.
In the directors’ opinion the attached financial statements and notes thereto are in accordance
with the Corporations Act 2001, including compliance with accounting standards and giving a
true and fair view of the financial position and performance of the consolidated entity; and
d.
The directors have been given the declarations required by s295A of the Corporations Act 2001
Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001
On behalf of the Directors
Mr Mark Ziirsen
Non-Executive Chairman
Dated this the 31st Day of August 2018
Melbourne, Australia
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For personal use only INDEPENDENT AUDITOR’S REPORT
Deloitte Touche Tohmatsu
ABN 74 490 121 060
550 Bourke Street
Melbourne VIC 3000
GPO Box 78
Melbourne VIC 3001 Australia
DX 111
Tel: +61 (0) 3 9671 7000
Fax: +61 (0) 3 9671 7001
www.deloitte.com.au
Independent Auditor’s Report to the Members of Respiri Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Respiri Limited (the “Company” ) and its subsidiaries
(the “Group”), which comprises the consolidated statement of financial position as at 30 June
2018, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of cash flows and the consolidated statement of changes in equity for
the year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the
Corporations Act 2001, including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its
financial performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report. We are independent of the Group in accordance with the
auditor independence requirements of the Corporations Act 2001 and the ethical requirements
of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (the Code) that are relevant to our audit of the financial report in
Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has
been given to directors of the Company, would be in the same terms if given to the directors as
at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the financial report, which indicates that the Group incurred a
net loss of $3,207,220 and had a net cash outflow from operating activities of $2,092,367 for
the year ended 30 June 2018. As stated in Note 1, these events or conditions, along with other
matters as set forth in Note 1, indicate that a material uncertainty exists that may cast
significant doubt on the Group's ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu Limited
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62
For personal use only INDEPENDENT AUDITOR’S REPORT continued
Our procedures in relation to going concern included, but were not limited to:
(cid:120)
Inquiring of management and the directors as to knowledge of events and conditions
that may impact the assessment on the Group’s ability to continue as a going concern,
(cid:120) Challenging the assumptions contained in management’s forecast in relation to the
Group’s ability to continue as a going concern,
(cid:120) Comparing the cash flow forecasts with the Board approved budgets, and
(cid:120) Assessing the adequacy of the disclosure related to going concern in Note 1.
Emphasis of Matter
We draw attention to note 20 of the financial report, which describes a contingent liability in
relation to a legal dispute. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial report of the current period. These matters were
addressed in the context of our audit of the financial report as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. In addition to the
matters described in the Material Uncertainty Related to Going Concern, and Emphasis of Matter
sections, we have determined the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matter
How the scope of our audit responded
to the Key Audit Matter
Authorisation and Classification of
Expenses
A key measure of Respiri’s performance is
their level of expenditure incurred on the
research and development of the “mobile
wheeze monitoring system”. The company
incurred $1.5 million in relation to these
expenses for the year ended 30 June 2018.
The authorisation and classification of
expenses requires judgement, as the cash
assets of the Group are primarily expensed in
the research of the device, and therefore
there is a risk that:
(cid:120)
expenses may be incorrectly classified
and disclosed, and
expenses may not be appropriately
authorised.
(cid:120)
Our procedures included, but were not
limited to:
(cid:120)
(cid:120)
(cid:120)
focus
obtaining an understanding of the
process undertaken by management to
for expenditure, with a
account
particular
research
on
expenditure,
testing the design and implementation
of key controls in respect of the
expenditure process, and
testing on a sample basis, expenses
including research and development
expenses to assess whether they were
appropriately recorded and classified.
We also assessed the appropriateness of the
disclosures in Note 4 to the financial
statements.
Other Information
The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 30 June 2018, but does
not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial report or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a
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63
For personal use only INDEPENDENT AUDITOR’S REPORT continued
material misstatement of this other information; we are required to report that fact. We have
nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and
for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the
Group to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole
is free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with the Australian Auditing Standards will
always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise
professional judgement and maintain professional scepticism throughout the audit. We also:
(cid:120)
Identify and assess the risks of material misstatement of the financial report, whether
due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
(cid:120) Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Group’s internal control.
(cid:120)
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
(cid:120) Conclude on the appropriateness of the directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group’s
ability to continue as a going concern. If we 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 Group to cease to continue
as a going concern.
(cid:120)
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.
(cid:120) Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the financial
report. We are responsible for the direction, supervision and performance of the Group’s
audit. We remain solely responsible for our audit opinion.
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For personal use only INDEPENDENT AUDITOR’S REPORT continued
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.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of
most significance in the audit of the financial report of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 13 to 22 of the Directors’ Report
for the year ended 30 June 2018.
In our opinion, the Remuneration Report of Respiri Limited, for the year ended 30 June 2018,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of Respiri Limited 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.
DELOITTE TOUCHE TOHMATSU
Anneke Du Toit
Partner
Chartered Accountants
Melbourne, 31 August 2018
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65
For personal use only SHAREHOLDER INFORMATION as at 12 October 2018
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Holder
Ordinary shares held % of total shares issued
INVESTMENT HOLDINGS PTY LTD
71,999,999
15.21%
MR PETER KARL BRAUN
NETWEALTH INVESTMENT LTD
12,005,000
11,096,761
NETWEALTH INVESTMENT LTD
9,154,660
LUHOPI PTY LTD
7,533,614
INVIA CUSTODIAN PTY LIMITED
EQUITAS NOMINEES PTY LIMITED
DR BELINDA DEBORAH JACKSON
7,369,957
6,642,449
6,539,562
CLEMWELL PTY LTD
5,535,678
NAVIGATOR AUSTRALIA LTD
MR ROSS SPENCE BAYNES
ATLANTIS INVESTIGATIONS PTY LIMITED
MR WILLIAM JOHN RICHARDS & MRS MARY
MITCHELL RICHARDS
MR STEPHEN RICHARD BARRETT
LAVAL ENTERPRISES PTY LTD
5,350,000
5,309,500
5,308,893
5,250,846
5,200,000
5,000,000
MR GARY RONALD HEATH & MRS MELISSA LOUISE
HEATH
4,919,720
MR EMMANUEL JOSEPH DUVNJAK
PRINCIPAL ASSET MANAGEMENT PTY LTD
MR WILLIAM JOHN RICHARDS & MRS MARY
MITCHELL RICHARDS
MR RAYMOND MARTIN HARVEY & MRS DORITH
HARVEY
4,686,846
4,315,733
4,100,000
3,858,000
respiri.co
66
2.54%
2.34%
1.93%
1.59%
1.56%
1.40%
1.38%
1.17%
1.13%
1.12%
1.12%
1.11%
1.10%
1.06%
1.04%
0.99%
0.91%
0.87%
0.81%
For personal use only SHAREHOLDER INFORMATION continued
Unquoted equity securities
Unquoted equity
securities
Options over ordinary
shares issued
Number on issue
Number of holders
30,000,000
5
Substantial holders
Substantial holders in the Company are set out below:
Holder
Designation
Number held
% of total shares
issued
INVESTMENT
HOLDINGS PTY LTD
INVESTMENT
HOLDINGS UNIT
A/C
71,999,999
15.21%
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon
a poll each share shall have one vote.
There are no other classes of equity securities.
On-market buy-backs
There is no current on-market buy-back in relation to the Company’s securities.
Securities subject to voluntary escrow
There are no securities subject to voluntary escrow.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Number of holders of ordinary shares
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and above
Unmarketable parcels
1,911
530
358
1,041
498
As at the above date there were 2,362 shareholders with unmarketable parcels on the register.
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67
For personal use only SHAREHOLDER INFORMATION continued
SHAREHOLDER ENQUIRIES
Shareholders with enquirie about their shareholdings should contact the Share Register:
Security Transfer Registrars Pty Ltd
770 Canning Highway
Applecross, Western Australia, 6153
Telephone: +61 (0)8 9315 2333
Facsimilie: +61 (0)8 9315 2233
Email:
registrar@securitytransfer.com.au
CHANGE OF ADDRESS, CHANGE OF NAME, CONSOLIDATION OF SHAREHOLDINGS
Shareholders should contact the Share Registry to obtain details of the procedure required for any of these
changes.
REMOVAL FROM THE ANNUAL REPORT MAILING LIST
Shareholders who wish to receive the Annual Report should advise the Share Registry in writing. These
shareholders will continue to receive all other shareholder information.
TAX FILE NUMBERS
It is important that Australian resident shareholders, including children, have their tax file number or exemption
details noted by the Share Registry.
CHESS (Clearing House Electronic Sub-register System)
Shareholders wishing to move to uncertified holdings under the Australian Stock Exchange (CHESS) system
should contact their stockbroker.
UNCERTIFIED SHARE REGISTER
Shareholding statements are issued at the end of each month in which there is a transaction that alters the
balance of your holding.
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For personal use only CORPORATE DIRECTORY
AUSTRALIAN COMPANY NUMBER (ACN)
Respiri Limited is a Public Company Limited by shares
and is domiciled in Australia
009 234 173
DIRECTORS
Mr Mario Gattino
Mr Brendan Mason
Mr Mark Ziirsen
COMPANY SECRETARY
Mr Julian Rockett
PRINCIPAL PLACE OF BUSINESS
Level 27, 101 Collins Street
Melbourne, Victoria
AUSTRALIA 3000
Telephone: + 61 (0)3 9824 5254
Fax: + 61 (0)3 9822 7735
SHARE REGISTRY
Security Transfer Registrars Pty Ltd
770 Canning Highway
Applecross, Western Australia, 6153
Australia
Telephone: +61 (0)8 9315 2333
Facsimile: +61 (0) 8 9315 2233
AUDITORS
Deloitte Touche Tohmatsu
550 Bourke Street
Melbourne, Victoria, 3000
Australia
Telephone: +61 (0) 3 9671 7000
WEBSITE
www.respiri.co
CEO and Executive Director (Appointed on 14 Dec 2017)
Non-Executive Director (Appointed on 30 May 2018)
Non- Executive Chairman (Appointed on 30 May 2018)
REGISTERED OFFICE
Level 10, 446 Collins Street
Melbourne, Victoria
AUSTRALIA 3000
Telephone: + 61 (0)3 9602 3366
Fax: + 61 (0)3 9602 3606
SOLICITORS
Cornwall Stodart
Level 10, 114 Williams Street
Melbourne, Victoria, 3000
Australia
Telephone: +61 (0) 3 9608 2186
Facsimile: +61 (0) 3 9608 2222
BANKERS
National Australia Bank (NAB)
330 Collins Street,
Melbourne, Victoria, 3000
Australia
SECURITIES QUOTED
Australian Securities Exchange
- Ordinary Fully Paid Shares (Code: RSH)
respiri.co
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For personal use only Registered Office 10/446 Collins Street Melbourne Victoria, Australia 3000Telephone: +61 3 9653 9160 Fax: +61 3 9653 9162 Email: admin@respiri.corespiri.coACN 009 234 173 ABN 98 009 234 173For personal use only