ANNUAL REPORT
Year Ended 30 June 2021
Total Brain Limited
Appendix 4E
Preliminary final report
1. Company details
Name of entity:
ABN:
Reporting period:
Previous period:
Total Brain Limited
24 094 069 682
For the year ended 30 June 2021
For the year ended 30 June 2020
2. Results for announcement to the market
$
Revenues from ordinary activities
down
4.7% to
3,694,268
Loss from ordinary activities after tax attributable to the owners of
Total Brain Limited
up
8.8%
to
(8,316,773)
Loss for the year attributable to the owners of Total Brain Limited
up
8.8% to
(8,316,773)
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The loss for the Group after providing for income tax amounted to $8,316,773 (30 June 2020: $7,647,544).
The Coronavirus (COVID-19) pandemic has not only severely impacted the physical health of people around the
world, but also led to an unprecedented increase in stress, fear, and anxiety for the population at large making
mental health an urgent priority to all. In this regard, the Group is mobilised to take advantage of the opportunities
that this pandemic has created globally, thus the impact of COVID-19 up to 30 June 2021 has been financially
positive for the Group, with revenue from the Group's SaaS recurring revenue from the Corporate and Affinity
markets increasing by $682,313 relative to the prior reporting period.
Further information on the 'Review of operations' is detailed in the 'Operating and financial review' section which is
part of the Annual Report.
3. Net tangible assets
Net tangible assets per ordinary security
Reporting
Previous
period
Cents
period
Cents
0.87
10.51
The Group does not have rights-of-use assets and lease liabilities, thus these are not included in the calculations.
4. Control gained over entities
Not applicable.
5. Loss of control over entities
Not applicable.
Total Brain Limited
Appendix 4E
Preliminary final report
6. Dividends
Current period
There were no dividends paid, recommended or declared during the current financial period.
Previous period
There were no dividends paid, recommended or declared during the previous financial period.
7. Dividend reinvestment plans
Not applicable.
8. Foreign entities
Details of origin of accounting standards used in compiling the report:
Not applicable.
9. Audit qualification or review
Details of audit/review dispute or qualification (if any):
The financial statements have been audited and an unqualified opinion has been issued. The auditor’s report
contains a paragraph addressing a material uncertainty related to going concern.
10. Attachments
Details of attachments (if any):
The Annual Report of Total Brain Limited for the year ended 30 June 2021 is attached.
11. Signed
As authorised by the Board of Directors
Signed ___________________________
Date: 27 August 2021
Dr Evian Gordon
Chairman
Sydney
Total Brain Limited
Contents
30 June 2021
Corporate directory
Chairman's letter
Operating and financial review
Directors' report
Auditor's independence declaration
Financial statements cover
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors' declaration
Independent auditor's report to the members of Total Brain Limited
Shareholder information
Back cover
2
3
4
10
25
26
27
28
29
30
31
69
70
74
76
1
Total Brain Limited
Corporate directory
30 June 2021
Directors
Company secretary
Registered office
Share register
Auditor
Dr Evian Gordon (Executive Chairman)
Mr Louis Gagnon (Managing Director)
Mr Matthew Morgan (Non-Executive Director)
Mr David Torrible (Non-Executive Director)
Mr David Daglio (Non-Executive Director)
Mr Phillip Hains
Mr Nathan Jong
15 Belvoir Street
Surry Hills NSW 2010
Telephone: +61 2 9213 6666
Email: ir@totalbrain.com
Boardroom Pty Limited
Level 12, 225 George Street
Sydney NSW 2000
Telephone: +61 2 9290 9600
Email: enquiries@boardroomlimited.com.au
Grant Thornton
Level 18, 145 Ann Street
Brisbane QLD 4001
Stock exchange listing
Total Brain Limited shares are listed on the Australian Securities Exchange (ASX
code: TTB)
Website
http://www.totalbrain.com
Corporate Governance Statement The directors and management are committed to conducting the business of
Total Brain Limited in an ethical manner and in accordance with the highest
standards of corporate governance. Total Brain Limited has adopted and has
substantially complied with the ASX Corporate Governance Principles and
Recommendations (Fourth Edition) ('Recommendations') to the extent
appropriate to the size and nature of its operations.
The Group’s Corporate Governance Statement, which sets out the corporate
governance practices that were in operation during the financial year and
identifies and explains any Recommendations that have not been followed and
ASX Appendix 4G are released to the ASX on the same day the Annual Report is
released. The Corporate Governance Statement and Corporate Governance
Compliance Manual can be found on the Company’s website at
http://www.totalbrain.com/investors/
2
Total Brain Limited
Chairman's letter
30 June 2021
27 August 2021
Dear Shareholders,
On behalf of the Board of Directors of Total Brain Limited (the “Company” or “TTB”), I am pleased to present our
Annual Report for the Fiscal Year ended 30 June 2021 (“FY2021”).
FY2021 was a year of increasing momentum for our business amidst unprecedented global change. While the
COVID-19 pandemic has continued to severely impact the physical health of people around the world for a second
year straight, it has also led to chronically-high levels of stress, depression, and anxiety for many. The 2020 U.S.
Presidential Election was another major influence on our market and business. Both of these events have created
head- and tail-winds for our Company.
On the negative side, we have experienced significant contract delays with major opportunities such as IBM / Veterans
Affairs. The expected revenue from the scaling of this contract has therefore been pushed from FY2021 to FY2022,
adversely impacting our performance in the current period.
On the positive side, we have taken the time to rebuild our revenue operations and customer success team and
systems and have launched the Mental Health Index as an industry-leading brand asset. We have made tremendous
progress on the product development side of the business also. New initiatives such as the Heart Rate Variability
functionality dramatically simplify user engagement and deliver to users personalised insights that matter - how to
alleviate stress, support a restful night’s sleep, and mentally prepare for the day ahead, via both a wearable device
and phone. At the same time, we have also addressed the needs of HR program managers and organization
administrators by launching population health analytics features that enable actionable insights on the aggregate state
of mental health and performance of organizations over time.
Given the significant focus on improving our product over the past year, one of the most rewarding aspects of our work
is to see the impact it has had on people. Speaking about her use of resonant breathing techniques learned through
Total Brain, an influencer in the HR space, Mollie Lombardi, shared: “Seven months ago, I had a brain surgery for my
Parkinson's disease. If you've ever had brain surgery or seen it on TV, they want you to be awake during it. So, to
manage my anxiety...I learned how to breathe. My doctor is taking my blood pressure while I'm breathing and saw it
go down. I've been able to control my anxiety through that very traumatic several hours of having a holster on my
skull.”
This striking testimonial is one of many we have received from users and is what gives meaning to what we are doing
here together. We are thankful for the continued vote of confidence from existing and new shareholders following a
successful $6.5 million capital raise completed in July 2021 and led by institutional and HNW investors from Australia
and the U.S. We will be putting the incremental funds to good use with a focus on closing and growing the contracts in
front of us. FY2021 has without a doubt been a challenging year, but also one that has helped us set ourselves up for
a breakthrough FY2022.
Yours sincerely,
Dr. Evian Gordon, PhD
3
Total Brain Limited
Operating and financial review
30 June 2021
1. HIGHLIGHTS
● The year ended 30 June 2021 has been a time of significant challenges and transformation for Total Brain. Even
though COVID has increased top-of-funnel leads by 247%, it and the U.S. Presidential Election have also created
process delays with already interested buyers, including with opportunities through the IBM relationship. To
diversify risk, the Company has focused on pursuing other significant partnership opportunities and opening new
markets
●
In May 2021, Total Brain announced that it had signed a Heads of Agreement with Hamptons Life, a health and
wellness organization focused on disease prevention through lifestyle changes. The partnership is focused on the
development and commercialization of a Direct-to-Consumer (D2C) version of the Total Brain platform and the co-
development of a product that integrates physical fitness, mental health, and nutrition using clinical-grade science
o The key commercial terms, to be included in a binding legal agreement expected to be executed H2 CY21,
are: (i.) A$6M fee paid to TTB, paid upfront, for a perpetual, global exclusivity license, product integration and
development services performed over 3 years, (ii.) An annual maintenance fee to TTB, (iii.) a 5-year option
for TTB to acquire up to 50% ownership in the D2C business, (iv.) minimum annual commercial outcomes
required for exclusivity to be maintained
● The first IBM transaction with a large government agency for the deployment of the Mental Fitness 360 platform
and GRIT application, is nearing execution of the final contracts required
o In June 2021, the Veterans Affairs administration released a public announcement about the transaction on
the government website Sam.gov indicating that contract award is imminent. As such, management reaffirms
its belief and guidance to the market that the contact will be executed shortly
o The initial roll-out to 25,000 users represents $590k in Annual Recurring Revenue (“ARR”) to Total Brain. The
final contract is expected to have operational pathways and pre-approved budget for significant scaling of the
user population for hundreds of thousands of veterans
● Total Brain’s revenues decreased by 5% year-over-year to $3.7 million during the period. This decrease was
driven by a 11% depreciation of the US dollar relative to Australian dollar, compared on a 12-month average basis
year-over-year. On a constant currency basis, revenue increased by 6% year-over-year
● With cash expenses down 1% during the period, Management does not expect a material increase in the ongoing
expense base of the Company given the operating leverage in its business today
o Based on the current cash balance, proceeds from the $6.5 million capital raise announced in July 2021, $6
million in upfront payment expected from the Hamptons Life transaction, and additional collections
scheduled, the cash runway for the business to be 12+ months. This amount excludes any additional billings
from net new contracts currently the company’s sales pipeline
● During the year, the Company continued to grow its base of users reinforcing the value of its database:
o User Registrations increased by 199k to 1.1m, representing 21% year-over-year growth
o Brain Profiles increased by 183k to 914k, representing 25% year-over-year growth
● On 25 June, 2021, Total Brain announced that it had entered into a A$1.8M unsecured loan agreement with select
shareholders and a third-party for a 5-month period at a 12% annual interest. The A$1.8 million of funding is being
used for general working capital requirements. As part of Total Brain’s capital raise and entitlement offer
announced on July 20, 2021, Total Brain expects to repay A$667k of the loan.
● On July 20, 2021, Total Brain announced that it received commitments to raise $6.5m via a A$2.5m placement
and a A$4m fully underwritten non-renounceable 1 for 7 entitlement offer. Commitments were received from both
new and existing professional and sophisticated shareholders including both Australian and offshore institutions.
Participants in both the placement and the entitlement offer are to receive 1 free attaching option for every 2 new
shares issued. The options will have an exercise price of $0.36 and expire 12 months from the date of issue.
4
Total Brain Limited
Operating and financial review
30 June 2021
2. BUSINESS OPERATIONS
2.1 User KPIs
User Registrations and Brain Profiles are important user KPIs for the Total Brain business. These indicators directly
reflect product adoption, use among clients, and are a strong validator of the Company’s product-market-fit, while also
powering the value of Total Brain’s proprietary database. During the year ended 30 June 2021:
● User Registrations increased by 199k to 1.1m, representing 21% year-over-year growth; and
● Brain Profiles increased by 183k to 914k, representing 25% year-over-year growth.
*Represents cumulative actual figures through 30 June 2021. User Registration figures exclude employer-pre-registered users. Brain
Profiles figures include multiple assessments taken by same user.
The key areas of focus and accomplishments across all business functions for the period are highlighted below:
2.2
Sales, Customer Success, and Marketing
The year ended 30 June 2021 has been a time of significant change for Total Brain. Even though COVID has
increased top-of-funnel leads to our business, it has also created process delays with already interested buyers,
including with opportunities through the IBM relationship. To diversify risk, the Company has focused on pursuing
other significant partnership opportunities and opening new markets.
In May 2021, Total Brain announced that it had signed a Heads of Agreement with Hamptons Life, a health and
wellness organization focused on disease prevention through lifestyle changes. The partnership is focused on the
development and commercialization of a Direct-to-Consumer (D2C) version of the Total Brain platform and the co-
development of a product that integrates physical fitness, mental health, and nutrition using clinical-grade science.
5
Total Brain Limited
Operating and financial review
30 June 2021
The key commercial terms, to be included in a binding legal agreement expected to be executed H2 CY21, are: (i.)
A$6M fee paid to TTB, paid upfront, for a perpetual, global exclusivity license, product integration and development
services performed over 3 years, (ii.) An annual maintenance fee to TTB, (iii.) a 5-year option for TTB to acquire up to
50% ownership in the D2C business, (iv.) minimum annual commercial outcomes required for exclusivity to be
maintained. This partnership represents a unique opportunity for Total Brain to develop a new market with an aligned
partner, while optimizing commercial value for shareholders in the short- and long-term.
In the Clinical market, Total Brain is seeing significant momentum since the launch of its new product in the beginning
of 2021. 280+ Marketing Qualified Leads and 20+ new clinics have been signed since the beginning of 2021, with 2
full-time sales staff added in April 2021 to develop the opportunity. The customer dynamics observed to-date suggest
a high velocity of pipeline conversion (1-3-month sales cycle) and revenue growth potential. While contract sizes are
smaller (A$10-20k/annum), decision-making is done by 1-3 individuals for most small-medium clinics. A key driver of
this business is that Total Brain’s product is eligible for insurance reimbursement by behavioral health clinics at
US$20-150 per patient. This favourable pricing increases the Company’s revenue per user by 3-4x. Currently, our
marketing efforts are focused on engaging with ~18,000 addiction and behavioral health clinics in the US via online
targeting and select events.
In the Affinity market, the pending IBM transaction with the U.S. Veterans Affairs administration (VA) for the
deployment of the Mental Fitness 360 platform and GRIT application is nearing execution of the required Government
contracts. In June 2021, the Veterans Affairs administration released a public announcement about the transaction on
the government website Sam.gov indicating that contract award is imminent. As such, management reaffirms its belief
and guidance to the market that the contact will be executed shortly.
In the Corporate market, we have focused our efforts on streamlining our sales strategy and process with the addition
of Melissa Frieswick, who joined our team as Chief Revenue Officer. Melissa has 25 years of experience selling
healthcare solutions to Fortune 500 companies, significant knowledge of the market and enterprise sales process, as
well as an understanding of the health insurance landscape. In addition, we have continued utilizing the Mental Health
Index: U.S. Worker Edition as a way to engage directly with top decision makers of our prospects. In partnership with
top industry partners like the HR Policy Association (“HRPA”), a group of 300 Chief HR Officers from Fortune 500
employers, the Index leverages Total Brain data to track and publish the risk of mental health conditions and its impact
on people’s brain capacities over time. It is a powerful, data-driven, and scalable way to build our brand amongst the
most senior decision-makers in an organization. With the help of the Index and our other marketing tactics, Monthly
Qualified Leads at the top of our funnel have increased by 247% since the beginning of the COVID-19 pandemic.
Those leads are also progressing through our pipeline over time, including the recently-signed 3-year contract with
Fortune 500 company Eastman Corporation at $250k in Annual Recurring Revenue to Total Brain.
2.3 Science, Product and Technology
During the year ended 30 June 2021, we have continued our focus on improving the product experience for end-
users, as well as for organizational buyers and decision-makers, given the B2B2C nature of our target markets.
Over the period, we have redesigned our user registration flow, simplified our overall experience and expanded both
feature set and content types. We added more than 100 table-stakes end-user features like a personalised home feed,
score trending, personalised recommendations, scientific explanations, searchable library, and shareability of content
by users. We also expanded our content portfolio by more than 5x by adding neuro-optimized music, Cognitive
Behavioural Therapy (“CBT”) and positive psychology exercises, articles, and podcasts.
6
Total Brain Limited
Operating and financial review
30 June 2021
In April 2021, Total Brain announced the introduction of heart rate variability (“HRV”) functionality to its existing mental
health self-monitoring and self-care platform. HRV technology brings users personalised insights that can guide in-the-
moment strategies to alleviate stress, support a restful night’s sleep, and mentally prepare for the day ahead. Total
Brain will offer two versions of the HRV functionality to its customers:
Discrete HRV: this version enables users to calculate their stress levels in-the-moment via their smartphone
camera. The reading takes one to two minutes and has proven 90% accurate relative to the gold-standard
measurement– the heart rate sensor chest strap
Continuous HRV: this version measures stress levels constantly with the help of a Garmin wearable device. It
is 4x more accurate than the next-best alternative in the market and offers 30x the resolution of signal
processing. Total Brain has secured a license for the continuous HRV technology from Felix, a leading stress
and HRV measurement technology company. Felix's core stress measure has been validated at Yale
University, is being recommended at Harvard University, and is used in multiple studies at the University of
Cambridge. Results of a pilot study reveal significant engagement (6.4x per day) with the wearable wrist
functionality, and a 25% decrease in stress levels after employing the technology for three months.
New Heart Rate Variability “HRV” Functionality
Discrete HRV: Measure
Discrete HRV: Results
Continuous HRV: Results
We have also added functionality enabling population health analytics for the Corporate and Affinity markets, enabling
actionable insights for HR and program managers on the aggregate performance of their organizations over time. In
parallel, we have rolled out a client portal with customizable engagement campaigns, targeted content, and rich
communication tools. This has enabled new registration, engagement, and user awareness paths that are outside of
bounded and often infrequent HR emails to employees.
During the past year, we have continued to reinforce our infrastructure to be continually compliant with both GDPR
and HIPAA, satisfying important buyer prerequisites across the Corporate, Affinity and Clinical markets, and
shortening the technical due diligence process for a new client. Given the significant traction we have started to see in
the Affinity market, we have proactively developed all of our software capabilities in a modular fashion to allow for a
wide range of use cases within each end-market. This “plug-and-play” model has made us highly-differentiated and
complementary to the solutions of organizations like IBM, AARP, healthcare providers, and telehealth platforms.
7
Total Brain Limited
Operating and financial review
30 June 2021
New Population Analytics Dashboard
2.5 Human Resources
While the past year has been challenging with continuing lockdowns across the different geographies our employees
are based in, the Total Brain team remains focused and in good spirits. We have rolled out various employee well-
being and community-building initiatives to our employees, including virtual retreats, team building, and Friday wind-
down sessions featuring tools from the Total Brain app. While recruiting and retention during COVID has been
challenging for U.S.-based technology companies, Total Brain’s compelling value proposition and mission-driven
culture have been a key differentiator for the Company.
3. FINANCIALS
3.1 Revenues
For the period ended 30 June 2021, Total Brain’s revenues decreased by 5% year-over-year to $3.7 million. This
decrease was driven by a 11% depreciation of the US dollar relative to Australian dollar, compared on a 12-month
average basis year-over-year. On a constant currency basis, revenue increased by 6% year-over-year. The Affinity
segment grew by $0.7 million (172%) driven by the renewal and upsell of AARP’s contract. The Corporate segment is
flat as net new revenue won was offset by the churn of a legacy client during the period. The Clinical segment is down
$0.04 million (11%) as legacy client churn offset the more recent revenue wins since the relaunch of the product in
CY21. Management expects the growth in its core business lines (Affinity, Corporate, Clinical) to accelerate materially
in the coming quarters, driven by the most recent win of Eastman Corporation ($0.25 million of annual revenue), and
pending deals with IBM (expected $0.6 million in annual revenue in year 1), and the potential of the Hamptons Life
partnership.
3.2 Expenses
Total expenses for the period grew by 5% year-over-year, while cash expenses (excluding depreciation, amortization,
and share-based payments) were down 1%. The $0.5 million decrease in the cost of goods, operating, and
administrative costs was partially offset by an increase in employee and benefits expenses of $0.4 million.
Management does not expect a material increase in the ongoing expense base of the Company.
8
Total Brain Limited
Operating and financial review
30 June 2021
3.3 Cash Flow
Average monthly cash consumption, gross of revenue, for the 12 months ended 30 June 2021 was $0.9 million,
reflecting a 1% increase compared to the prior period. The Company’s closing cash balance as of 30 June 2021 was
$1.4 million, which excludes proceeds from the $6.5 million capital raise undertaken in July 2021. Management
expects that based on the current cash balance, proceeds from the capital raise, $6 million in upfront payment
expected from the Hamptons Life transaction, and additional collections scheduled, the cash runway for the business
to be 12+ months. This amount excludes any additional billings from net new contracts currently in the company’s
sales pipeline.
4. OUTLOOK
Amidst unprecedented public health and political turmoil, the year ended 30 June 2021 was a period of significant
change for Total Brain. We are very encouraged by the momentum behind the mental health market, our product, and
sales execution and remain focused on finalizing the IBM, Hamptons Life and other pending opportunities across the
Affinity, Corporate, and Clinical markets we serve. We believe that a focused execution against those opportunities
that have matured throughout FY2021 will set up FY2022 as a breakthrough year for the company.
9
Total Brain Limited
Directors' report
30 June 2021
The directors present their report, together with the financial statements, on the consolidated entity (referred to
hereafter as the 'Group') consisting of Total Brain Limited (referred to hereafter as the 'Company' or 'parent entity')
and the entities it controlled at the end of, or during, the year ended 30 June 2021.
Directors
The following persons were directors of Total Brain Limited during the whole of the financial year and up to the date
of this report, unless otherwise stated:
Dr Evian Gordon - Executive Chairman
Mr Louis Gagnon - Managing Director and Chief Executive Officer
Mr Matthew Morgan - Non-Executive Director
Mr David Torrible - Non-Executive Director
Mr David Daglio - Non-Executive Director
Principal activities
The principal activity of the Group is developing and selling brain health products.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The loss for the Group after providing for income tax amounted to $8,316,773 (30 June 2020: $7,647,544).
As a result of the loss incurred and the operating cash outflows the year ended 30 June 2021 and the liquidity at the
reporting date, there is a material uncertainty on whether the Group can continue as a going concern. The directors
consider that the Group will continue as a going concern, as explained in note 2 to the financial statements.
The Coronavirus (COVID-19) pandemic has not only severely impacted the physical health of people around the
world, but also led to an unprecedented increase in stress, fear, and anxiety for the population at large making
mental health an urgent priority to all. In this regard, the Group is mobilised to take advantage of the opportunities
that this pandemic has created globally, thus the impact of COVID-19 up to 30 June 2021 has been financially
positive for the Group, with revenue from the Group's SaaS recurring revenue from the Corporate and Affinity
markets increasing by $682,313 relative to the prior reporting period.
A review of the operations of the Group during the financial year and the results of those operations are contained in
the 'Operating and financial review' section of this report.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
On 12 July 2021, the bank loan granted to the Group on 12 May 2020 of $1,017,191 was forgiven.
On 21 July 2021, the Group received commitments from eligible investors to raise capital. The capital raising
comprised (i) $2,500,000 received from 9,615,378 shares issued on 29 July 2021 at $0.26 per share (Placement),
and (ii) $4,022,712 received relating to 15,471,969 share issued pertaining to a 1 for 7 non-renounceable entitlement
offer at $0.26 per share which closed on 19 August 2021 (Entitlement Offer). Participant in both the Placement and
Entitlement Offer received 1 free attaching option for every 2 new shares issued. The Options have an exercise price
of $0.36 and expire 12 months from the date of issue.
During July and August 2021, $669,119 of the shareholders loans owing as at 30 June 2021 were repaid.
10
Total Brain Limited
Directors' report
30 June 2021
The consequences of the Coronavirus (COVID-19) pandemic are continuing to be felt around the world, and its
impact on the Group, if any, has been reflected in its published results to date. Whilst it would appear that control
measures and related government policies have started to mitigate the risks caused by COVID-19, it is not possible
at this time to state that the pandemic will not subsequently impact the Group's operations going forward. The Group
now has experience in the swift implementation of business continuation processes should future lockdowns of the
population occur, and these processes continue to evolve to minimise any operational disruption. Management
continues to monitor the situation both locally and internationally.
No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly
affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Likely developments and expected results of operations
Information on likely developments in the operations of the Group and the expected results of operations have been
included in the discussion of the 'Operating and financial review' section of this report.
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Information on directors
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (last 3
years):
Special responsibilities:
Interests in shares:
Interests in options:
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (last 3
years):
Special responsibilities:
Interests in shares:
Interests in options:
Dr Evian Gordon
Executive Chairman
BSc (Hons), PhD, MBBCh
Dr Gordon has over 30 years of experience in human brain research. He was the
director of the Brain Dynamics Centre at Westmead Hospital and a senior lecturer
in the Department of Psychological Medicine at the University of Sydney. Dr
Gordon edited the book Integrative Neuroscience and has more than 200
publications credited to him.
None
None
None
1,315,756 ordinary shares
1,205,156 options over ordinary shares
Mr Louis Gagnon
Managing Director and Chief Executive Officer
MSC, BBA
Mr Gagnon has been the Chief Executive Officer (CEO) of the Company since 23
May 2017. Louis has over 25 years of experience as a high-growth global digital
business leader, most notably at Amazon’s subsidiary Audible, where he served
as Chief Product and Marketing Officer. Prior to working with the Company, Louis
was an Advisor to TPG Capital following a short CEO assignment to turn around
portfolio company Ride.com. His other past roles include Chief Product and
Marketing Officer at Yodle and Senior VP of Global Products at Monster
Worldwide.
None
None
None
619,718 ordinary shares
8,848,490 options over ordinary shares
11
Total Brain Limited
Directors' report
30 June 2021
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (last 3
years):
Special responsibilities:
Interests in shares:
Interests in options:
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (last 3
years):
Special responsibilities:
Interests in shares:
Interests in options:
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (last 3
years):
Special responsibilities:
Interests in shares:
Interests in options:
Mr Matthew Morgan
Non-Executive Director
MBA, B Com, B App Sc
Mr Morgan is a former venture capitalist who is the Principal of Millers Point
Company, an advisory firm focused on emerging growth companies. He was a
co-founder of Diversa Ltd (ASX DVA) which was sold to OneVue (ASX OVH).
Non-Executive Director and Chairman of the Audit and Risk Committee of
Vernbrec Ltd (ASX VBC).
Sensera Ltd (ASX SE1) and Leaf Resources Ltd (ASX LER)
Chairman of the Audit and Risk Committee and member of the Nomination and
Remuneration Committee
513,970 ordinary shares
457,123 options over ordinary shares
Mr David Torrible
Non- Executive Director
BA (Hons)
Mr Torrible is an active non-executive director and advisor to private companies,
financial firms and charities since 2012 when he retired as a partner of Goldman
Sachs. Prior to 2012 he worked for 19 years as an equity specialist serving
institutional accounts in Asian capital markets. He has worked in Hong Kong,
Indonesia, USA and Australia. He is experienced in relationship management,
capital market risk and successfully managing geographically diverse teams.
None
None
Chairman of the Nomination and Remuneration Committee and member of the
Audit and Risk Committee
7,370,793 ordinary shares
864,375 options
Mr David Daglio
Non- Executive Director
B.Eng, MBA, CFA
David is an accomplished institutional investment manager with Mellon, a US
Asset Manager of US$500 billion in assets, where David served as Executive
Vice President and Chief Investment Officer. David remains a Non-Executive
Director of Mellon.
Non-Executive Director of Mellon (US)
None
Member of remuneration Committee
8,403,529 ordinary shares
726,674 options
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships
of all other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and
excludes directorships of all other types of entities, unless otherwise stated.
12
Total Brain Limited
Directors' report
30 June 2021
Company secretaries
Mr Phillip Hains has held the role of Joint Company Secretary since June 2018. Mr Hains is a Chartered Accountant
operating a specialist public practice, 'The CFO Solution'. The CFO Solution focuses on providing back office
support, financial reporting and compliance systems for listed public companies. A specialist in the public company
environment, Mr Hains has served the needs of a number of company boards and their related committees. He has
over 30 years' experience in providing businesses with accounting, administration, compliance and general
management services. He holds a Master of Business Administration from RMIT University and a Public Practice
Certificate from the Chartered Accountants Australia and New Zealand.
Mr Nathan Jong (CA) has held the role of Joint Company Secretary since 18 November 2019. Mr Jong is a qualified
chartered accountant with over 10 years of experience in providing finance and corporate compliance advisory
services to a range of businesses including multinational ASX/NASDAQ listed companies. Mr Jong is also a member
of CFO Solution.
Meetings of directors
The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during
the year ended 30 June 2021, and the number of meetings attended by each director were:
Full Board
Remuneration Committee Audit and Risk Committee
Attended
Held
Attended
Held
Attended
Held
Nomination and
Dr Evian Gordon
Mr Louis Gagnon
Mr Matthew Morgan
Mr David Torrible
Mr David Daglio
9
10
10
10
10
10
10
10
10
10
-
-
1
1
1
-
-
1
1
1
-
-
5
5
-
-
-
5
5
-
Held: represents the number of meetings held during the time the director held office or was a member of the
relevant committee.
Remuneration report (audited)
The remuneration report details the key management personnel ('KMP') remuneration arrangements for the Group, in
accordance with the requirements of the Corporations Act 2001 and its Regulations.
KMP are those persons having authority and responsibility for planning, directing and controlling the activities of the
entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
●
●
●
●
●
●
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional information
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the Group's employee reward framework is to ensure reward for performance is competitive and
appropriate for the results delivered. The framework aligns employee reward with the achievement of strategic
objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for
the delivery of reward. The Board of Directors ('the Board') ensures that employee reward satisfies the following key
criteria for good reward governance practices:
competitiveness and reasonableness;
●
acceptability to shareholders;
●
performance linkage / alignment of executive compensation; and
●
transparency.
●
13
Total Brain Limited
Directors' report
30 June 2021
The Nomination and Remuneration Committee is responsible for determining and reviewing remuneration
arrangements for its directors, executives and the general remuneration framework for all employees. The
performance of the Group depends on the quality of its directors, executives and capability of the entire team. The
remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
The Nomination and Remuneration Committee has structured an executive remuneration framework that is market
competitive and complementary to the reward strategy of the Group. The Committee uses external remuneration
reports to benchmark the framework with companies of similar size, market capitalisation and operations in similar
geography.
The reward framework is designed to align employee rewards to shareholders' interests. The Board have considered
that it should seek to enhance shareholders' interests by:
focusing on sustained growth in shareholder wealth;
●
delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers
●
of value; and
attracting and retaining high calibre executives.
●
Additionally, the reward framework should seek to enhance employees' interests by:
●
●
●
rewarding capability and experience;
reflecting competitive reward for contribution to growth in shareholder wealth; and
providing a clear structure for earning rewards.
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-executive directors' remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive
directors' fees and payments are reviewed by the Nomination and Remuneration Committee. The Nomination and
Remuneration Committee may, from time to time, receive advice from independent remuneration consultants to
ensure non-executive directors' fees and payments are appropriate and in line with the market but primarily refer to
Independently published remuneration reports for ASX listed companies and early stage technology Companies in
the USA to benchmark the framework with Companies of similar size, market capitalisation and operations in similar
geography.
Executive remuneration
The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration
which has both fixed and variable components.
The executive remuneration and reward framework has four components:
●
●
●
●
base pay;
short-term performance incentives;
equity-based payments; and
other remuneration such as superannuation and non-monetary benefits including health insurance for US
employees.
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed by the
Nomination and Remuneration Committee based on individual and business unit performance, the overall
performance of the Group and comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor
vehicle benefits) where it does not create any additional costs to the Group and provides additional value to the
executive.
14
Total Brain Limited
Directors' report
30 June 2021
The short-term incentives ('STI') program is designed to align the targets of the business units with the performance
hurdles of executives and employees. STI payments are granted to executives based on specific annual targets and
key performance indicators ('KPI's') being achieved. KPI's include revenue and or profit contribution, customer
satisfaction, leadership contribution and product management. Short-term incentives included the provision of cash
and or equity-based incentives.
The long-term incentives ('LTI') include long service leave and equity-based payments in the form of options which
are exercisable at a premium to the share price at the time they are issued. Options vest annually over a period of
three or four years. The Nomination and Remuneration Committee reviewed the long-term equity-linked performance
incentives specifically for executives during the year ended 30 June 2021.
Group performance and link to remuneration
Remuneration for certain individuals is directly linked to the performance of the Group. A portion of cash bonus and
incentive payments are dependent on defined revenue and earnings targets being met. The remaining portion of the
cash bonus and incentive payments are at the discretion of the Nomination and Remuneration Committee based on
established KPI’s per employee.
The Nomination and Remuneration Committee is of the opinion that the continued improved results can be attributed
in part to the adoption of performance-based compensation and is satisfied that this improvement will continue to
increase shareholder wealth if maintained over the coming years.
Use of remuneration consultants
During the financial year ended 30 June 2021, the Group had not engaged any remuneration consultants to review or
advise upon its existing remuneration policies, including the implementation of the LTI.
Voting and comments made at the Company's 2020 Annual General Meeting ('AGM')
At the 19 November 2020 AGM, 97.51% of the votes received supported the adoption of the remuneration report for
the year ended 30 June 2020. The Company did not receive any specific feedback at the AGM regarding its
remuneration practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in this section.
The key management personnel of the Group consisted of the following directors of Total Brain Limited:
●
●
●
●
●
Dr Evian Gordon - Executive Chairman
Mr Louis Gagnon - Managing Director and Chief Executive Officer
Mr Matthew Morgan - Non-Executive Director
Mr David Torrible - Non-Executive Director
Mr David Daglio - Non-Executive Director
And the following persons:
●
●
Mr Matthew Mund - Chief Operating Officer (COO)
Mr Emil Vasilev - Vice President of Finance
15
Total Brain Limited
Directors' report
30 June 2021
Short-term benefits
Post-
employ-
ment
benefits
Long-term
benefits
Share-based payments
Cash
salary
and fees
$
Cash
bonus
$
Non-
Super-
monetary annuation
$
$
Long
service
leave
$
Equity-
settled
shares
$
Equity-
settled
options
$
Total
$
2021
Non-Executive
Directors:
Mr Matthew
Morgan
Mr David Torrible
Mr David Daglio
Executive
Directors:
Dr Evian Gordon
Mr Louis Gagnon
55,000
50,228
45,000
334,533
401,440
Other Key
Management
Personnel:
Mr Matthew
Mund
Mr Emil Vasilev
334,533
253,911
1,474,645
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,772
-
-
-
-
-
4,772
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
55,000
55,000
45,000
(42,582)
137,489
291,951
538,929
-
-
-
86,100
18,096
420,633
272,007
199,103 1,678,520
16
Total Brain Limited
Directors' report
30 June 2021
Short-term benefits
Post-
employ-
ment
benefits
Long-term
benefits
Share-based payments
Cash
salary
and fees
$
Cash
bonus
$
Non-
Super-
monetary annuation
$
$
Long
service
leave
$
Equity-
settled
shares
$
Equity-
settled
options
$
Total
$
2020
Non-Executive
Directors:
Mr Matthew
Morgan
Mr David Torrible
Mr Ajay Arora *
Mr David
Daglio**
Executive
Directors:
Dr Evian Gordon
Mr Louis Gagnon
55,000
49,831
21,396
20,323
372,479
446,975
Other Key
Management
Personnel:
Mr Matthew
Mund
Mr Emil Vasilev
372,479
255,056
1,593,539
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,734
-
-
-
-
-
-
4,734
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,409
98,760
(348)
62,409
153,325
21,048
-
20,323
103,987
11,898
476,466
458,873
-
-
-
4,990
1,037
377,469
256,093
227,733 1,826,006
*
**
Represents remuneration from 1 July 2019 to 13 January 2020. Ajay Arora ceased to be a director on 13
January 2020 and his options were forfeited on this date. The share-based expense recognised in prior periods
in respect of the forfeited options has been reversed in the prior reporting period.
Represents remuneration from 13 January 2020 to 30 June 2020.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
Mr Matthew Morgan
Mr Ajay Arora
Mr David Torrible
Mr David Daglio
Executive Directors:
Dr Evian Gordon
Mr Louis Gagnon
Other Key Management
Personnel:
Mr Matthew Mund
Mr Emil Vasilev
Fixed remuneration
2020
2021
At risk - STI
At risk - LTI
2021
2020
2021
2020
100%
-
100%
100%
115%
74%
88%
102%
36%
100%
78%
97%
80%
93%
99%
100%
17
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(15%)
26%
12%
(2%)
64%
-
22%
3%
20%
7%
1%
-
Total Brain Limited
Directors' report
30 June 2021
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
Details of these agreements are as follows:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Dr Evian Gordon
Executive Chairman
No fixed term
Written notice to or from the Board required to terminate. Entitled to 9 months of
gross salary.
Mr Louis Gagnon
Managing Director and Chief Executive Officer
No fixed term
1 months' notice required to terminate. Entitled to 12 months of gross salary,
medical insurances and pro-rata portion of annual bonus.
Mr Matthew Morgan
Non-Executive Director
No fixed term
No notice required to terminate. Entitled to 0% of gross fees.
Mr David Torrible
Non-Executive Director
No fixed term
No notice required to terminate. Entitled to 0% of gross fees.
Mr David Daglio
Non-Executive Director
No fixed term
No notice required to terminate. Entitled to 0% of gross fees.
Mr Matthew Mund
Chief Operating Officer
No fixed term
No notice required to terminate. Entitled to 6 months of gross salary, medical
insurances and pro-rata portion of annual bonus.
Mr Emil Vasilev
Vice President of Finance
No fixed term
No notice required to terminate. Entitled to 6 months of gross salary, medical
insurances and pro-rata portion of annual bonus.
KMP have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the
year ended 30 June 2021.
18
Total Brain Limited
Directors' report
30 June 2021
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other
key management personnel in this financial year or future reporting years are as follows:
Name
Number of
options
granted
Grant date
Vesting date and
exercisable date Expiry date
Exercise
price
Fair value
per option
at grant date
Dr Evian Gordon
Mr Louis Gagnon
845,156 06/08/2020
120,000 06/08/2020
120,000 06/08/2020
120,000 06/08/2020
6/08/2020
866,667
866,667 6/08/2020
866,666 6/08/2020
941,099 6/08/2020
941,099 6/08/2020
941,099 6/08/2020
06/08/2020
06/08/2023
06/08/2024
06/08/2024
6/08/2023
6/08/2024
6/08/2024
22/05/2018
22/05/2019
22/05/2020
14/12/2022
06/08/2025
06/08/2025
06/08/2025
06/08/2025
06/08/2025
06/08/2025
22/05/2022
22/05/2022
22/05/2022
$0.8000
$0.3700
$0.4400
$0.5000
$0.3700
$0.4400
$0.5000
$0.8000
$0.8000
$0.8000
$0.0620
$0.1800
$0.1700
$0.1600
$0.1800
$0.1700
$0.1600
$0.0430
$0.0430
$0.0430
Mr Matthew
Morgan
100,000
14/12/2017
14/12/2019
10/01/2023
$1.0000
$0.3300
Mr David Torrible
206,612
10/01/2020
16/01/2020
16/01/2024
$0.4500
$0.4800
Mr Matthew
Mund
Mr Emil Vasilev
6/08/2020
654,669
654,669 6/08/2020
654,669 6/08/2020
445,550 6/08/2020
445,550 6/08/2020
445,550 6/08/2020
6/08/2020
180,000
180,000 6/08/2020
180,000 6/08/2020
58,846 6/08/2020
58,846 6/08/2020
58,846 6/08/2020
6/08/2023
6/08/2024
6/08/2024
16/07/2018
16/07/2019
16/07/2020
6/08/2023
6/08/2024
6/08/2024
22/05/2018
22/05/2018
22/05/2018
06/08/2025
06/08/2025
06/08/2025
16/07/2022
16/07/2022
16/07/2022
06/08/2025
06/08/2025
06/08/2025
22/05/2022
22/05/2022
22/05/2022
$0.3700
$0.4400
$0.5000
$0.8000
$0.8000
$0.8000
$0.3700
$0.4400
$0.5000
$0.8000
$0.8000
$0.8000
$0.1800
$0.1700
$0.1600
$0.0480
$0.0480
$0.0480
$0.1800
$0.1700
$0.1600
$0.0430
$0.0430
$0.0430
Options granted carry no dividend or voting rights.
Additional information
The earnings of the Group for the five years to 30 June 2021 are summarised below:
Sales revenue
Loss after income tax
3,694,268
(8,316,773)
3,877,529
(7,647,544)
2,602,137
(8,570,754)
2,608,990
(23,101,340)
2,369,321
(9,868,954)
2021
$
2020
$
2019
$
2018
$
2017
$
19
Total Brain Limited
Directors' report
30 June 2021
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2021
2020
2019
2018
2017
Share price at financial year end ($)
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
0.31
(7.68)
(7.68)
0.38
(8.07)
(8.07)
0.20
(14.58)
(14.58)
0.40
(63.80)
(63.80)
0.60
(64.50)
(64.50)
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each director and other members of key
management personnel of the Group, including their personally related parties, is set out below:
Ordinary shares
Dr Evian Gordon
Mr Louis Gagnon
Mr Matthew Morgan
Mr David Torrible
Mr David Daglio
Mr Matthew Mund
Mr Emil Vasilev
Balance at Received
the start of as part of
the year
remuneration Additions
Disposals
Balance at
the end of
the year
1,301,875
415,923
444,723
6,055,265
6,950,180
988,782
70,220
16,226,968
-
-
-
-
-
-
-
-
13,881
-
5,001
-
-
-
-
18,882
-
1,315,756
-
415,923
-
449,724
-
6,055,265
-
6,950,180
-
988,782
-
70,220
- 16,245,850
Option holding
The number of options over ordinary shares in the Company held during the financial year by each director and other
members of key management personnel of the Group, including their personally related parties, is set out below:
Balance at
the start of Granted as
the year
remuneration Cancelled Replaced
Balance at
the end of Vested and
exercisable
the year
Options over ordinary shares
Dr Evian Gordon
Mr Louis Gagnon
Mr Matthew Morgan
Mr David Torrible*
Mr David Daglio
Mr Matthew Mund
Mr Emil Vasilev
-
6,146,593
425,000
206,612
-
3,073,298
653,076
1,205,156
2,600,000
-
-
-
1,964,006
540,000
-
(2,823,297)
-
-
-
(1,336,650)
(176,538)
-
2,823,297
-
-
-
1,336,650
176,538
1,205,156
8,746,593
425,000
206,612
-
5,037,304
1,193,076
845,156
6,146,593
425,000
206,612
-
3,073,298
653,076
10,504,579
6,309,162
(4,336,485)
4,336,485 16,813,741 11,349,735
20
Total Brain Limited
Directors' report
30 June 2021
Loans from key management personnel and their related parties
The following were loans from key management personnel and their related parties:
David Daglio
David Torrible
Louis Gagnon
Matthew Mund
Consolidated
2021
$
133,815
334,538
66,907
133,859
669,119
The loans are being provided on an unsecured basis over 5 months at an interest rate of 12% per annum. The loans
and accrued interest are repayable in cash during the term at the discretion of the Company with no prepayment
penalty, or otherwise is due at the end of the term. In the event of a capital raise during the term of the loans, and
subject to applicable shareholder approvals required under the ASX listing rules and/or the Corporations Act 2001,
the lenders have the option to convert amounts owed into fully paid ordinary shares in the Company at the price of
the capital raise.
There were no other transactions with key management personnel and their related parties.
This concludes the remuneration report, which has been audited.
21
Total Brain Limited
Directors' report
30 June 2021
Shares under option
The following options over ordinary shares of Total Brain Limited were outstanding at the date of this report.
Grant date
21/12/2016
22/05/2017
17/05/2017
16/07/2017
22/05/2017
14/12/2017
15/12/2017
08/01/2018
24/02/2018
28/02/2018
01/04/2018
29/04/2019
31/07/2018
28/02/2019
31/03/2019
31/07/2019
31/08/2019
30/09/2019
18/03/2019
17/06/2019
23/10/2019
16/01/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
17/12/2019
15/11/2019
10/02/2020
17/08/2020
17/08/2020
17/08/2020
09/10/2020
17/11/2020
26/12/2020
01/01/2021
Exercise
price
$
Number
under
option
2.00
0.80
0.80
0.80
0.80
1.00
1.00
0.80
0.80
0.80
0.80
0.45
0.80
0.80
0.80
0.80
0.80
0.80
0.45
0.45
0.80
0.45
0.37
0.44
0.50
0.80
0.44
0.44
0.44
0.44
0.44
0.44
0.44
0.44
0.44
0.44
0.44
0.44
0.44
0.44
1.00
0.80
1.00
0.37
0.44
0.50
0.44
0.44
0.44
0.44
49,950
500,000
653,076
3,073,295
5,646,592
400,000
5,000,000
768,324
30,000
30,000
525,363
106,612
52,734
50,781
25,781
14,192
217,578
42,500
50,000
50,000
25,000
206,612
2,267,042
2,267,042
2,267,034
845,156
55,664
25,781
54,688
25,781
42,969
31,641
55,078
70,703
117,188
25,781
22,266
19,922
29,297
175,000
24,000
50,000
50,000
951,672
951,672
951,672
35,156
15,234
18,750
4,883
Expiry date
29/11/2021
22/05/2022
17/05/2022
16/07/2022
22/05/2022
10/01/2023
15/12/2022
08/01/2023
24/02/2023
28/02/2023
01/04/2023
28/04/2021
31/07/2023
28/02/2024
31/03/2024
31/07/2024
31/08/2024
30/09/2024
18/03/2024
17/06/2024
23/10/2024
16/01/2024
06/08/2025
06/08/2025
06/08/2025
14/12/2022
21/11/2024
26/11/2024
03/12/2024
01/01/2025
25/05/2025
09/06/2025
11/06/2025
30/06/2025
01/07/2025
06/07/2025
20/07/2025
26/08/2025
22/09/2025
13/10/2025
17/12/2024
15/11/2024
10/02/2025
17/08/2025
17/08/2025
17/08/2025
09/01/2026
17/11/2025
26/12/2025
01/01/2026
22
Total Brain Limited
Directors' report
30 June 2021
Grant date
13/01/2021
26/01/2021
09/02/2021
16/02/2021
25/04/2021
22/06/2021
29/06/2021
19/08/2021
Expiry date
13/01/2026
26/01/2026
09/02/2026
16/02/2026
25/04/2026
22/06/2026
29/06/2026
19/08/2022
Exercise
price
(cents)
Number
under
option
0.44
37,500
0.44
28,125
0.44
32,813
0.44
33,984
0.44
14,531
0.44
51,563
0.44
22,266
0.36 12,543,626
3.44 41,733,870
Shares issued on the exercise of options
There were no ordinary shares of Total Brain Limited issued on the exercise of options during the year ended 30
June 2021 and up to the date of this report.
Indemnity and insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a
director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to ensure the directors and
executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of
insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of
the Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the
Company or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the
auditor are outlined in note 24 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by
another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 24 to the financial statements do not
compromise the external auditor's independence requirements of the Corporations Act 2001 for the following
reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and
objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting
Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a
management or decision-making capacity for the Company, acting as advocate for the Company or jointly
sharing economic risks and rewards.
●
23
Total Brain Limited
Directors' report
30 June 2021
Officers of the Company who are former partners of Grant Thornton
There are no officers of the Company who are former partners of Grant Thornton.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set
out immediately after this directors' report.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act
2001.
On behalf of the directors
___________________________
Dr Evian Gordon
Chairman
27 August 2021
24
Level 16, 145 Ann Street
Brisbane QLD 4000
Correspondence to:
GPO Box 1008
Brisbane QLD 4001
T +61 7 3222 0200
E info.qld@au.gt.com
W www.grantthornton.com.au
Auditor’s Independence Declaration
To the Directors of Total Brain Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Total Brain
Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
CDJ Smith
Partner – Audit & Assurance
Brisbane, 27 August 2021
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
FINANCIAL STATEMENTS
Year Ended 30 June 2021
ir@totalbrain.com
totalbrain.com
ASX: TTB ABN 24 094 069 682
26
Total Brain Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2021
Revenue
Consolidated
Note
2021
$
2020
$
5
3,694,268
3,877,529
Interest income calculated using the effective interest method
816
14,728
Expenses
Cost of equipment and third-party drug trial expense
Employee benefits expense
Corporate and operating costs
Depreciation and amortisation expense
Impairment of receivables
Share-based payments expense
Net foreign exchange losses
Finance costs
Loss before income tax benefit
Income tax benefit
6
6
7
6
10
20
6
6
(264,802)
(7,225,012)
(3,397,549)
(669,175)
(860)
(489,543)
(25,017)
(5,064)
(573,168)
(6,814,911)
(3,619,099)
(231,235)
(266)
(300,300)
(822)
-
(8,381,938)
(7,647,544)
8
65,165
-
Loss after income tax benefit for the year attributable to the owners of
Total Brain Limited
(8,316,773)
(7,647,544)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable to the owners of
Total Brain Limited
(578,563)
(156,055)
(578,563)
(156,055)
(8,895,336)
(7,803,599)
Cents
Cents
Basic earnings per share
Diluted earnings per share
31
31
(7.68)
(7.68)
(8.07)
(8.07)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
27
Total Brain Limited
Statement of financial position
As at 30 June 2021
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Prepayments
Total current assets
Non-current assets
Plant and equipment
Intangibles
Other
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Contract liabilities
Borrowings
Employee benefits
Total current liabilities
Non-current liabilities
Deferred tax
Employee benefits
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Consolidated
Note
2021
$
2020
$
9
10
11
12
13
14
15
16
17
8
18
1,427,349 11,104,729
5,102,392
2,837,267
2,774
3,025
218,353
140,419
6,750,868 14,085,440
283,185
310,356
17,043,682 15,000,044
10,560
17,337,427 15,320,960
10,560
24,088,295 29,406,400
513,744
934,181
4,266,720
391,599
6,106,244
460,978
956,760
1,106,575
426,873
2,951,186
-
-
-
65,165
2,205
67,370
6,106,244
3,018,556
17,982,051 26,387,844
19
20
78,425,180 78,425,180
4,377,987
(56,415,323)
4,288,967
(64,732,096)
17,982,051 26,387,844
The above statement of financial position should be read in conjunction with the accompanying notes
28
Total Brain Limited
Statement of changes in equity
For the year ended 30 June 2021
Consolidated
Issued
capital
$
Reserves
$
Accumulated
losses
$
Total equity
$
Balance at 1 July 2019
64,753,937
4,233,742
(48,767,779) 20,219,900
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
-
-
-
-
(156,055)
(7,647,544)
-
(7,647,544)
(156,055)
(156,055)
(7,647,544)
(7,803,599)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 19)
Share-based payments (note 20)
13,671,243
-
-
300,300
- 13,671,243
-
300,300
Balance at 30 June 2020
78,425,180
4,377,987
(56,415,323) 26,387,844
Consolidated
Issued
capital
$
Reserves
$
Accumulated
losses
$
Total equity
$
Balance at 1 July 2020
78,425,180
4,377,987
(56,415,323) 26,387,844
Loss after income tax benefit for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Share-based payments (note 20)
-
-
-
-
-
(578,563)
(8,316,773)
-
(8,316,773)
(578,563)
(578,563)
(8,316,773)
(8,895,336)
489,543
-
489,543
Balance at 30 June 2021
78,425,180
4,288,967
(64,732,096) 17,982,051
The above statement of changes in equity should be read in conjunction with the accompanying notes
29
Total Brain Limited
Statement of cash flows
For the year ended 30 June 2021
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Research and development tax incentive
Interest received
Consolidated
Note
2021
$
2020
$
3,867,348
(12,170,226)
1,139,349
816
4,885,745
(12,233,400)
1,337,112
14,728
Net cash used in operating activities
29
(7,162,713)
(5,995,815)
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangibles
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from borrowings
Net cash from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
12
13
(75,785)
(5,008,261)
(126,417)
(2,610,223)
(5,084,046)
(2,736,640)
19
30
3,155,081
- 13,671,243
1,106,575
3,155,081 14,777,818
(9,091,678)
11,104,729
(585,702)
6,045,363
5,214,802
(155,436)
Cash and cash equivalents at the end of the financial year
9
1,427,349 11,104,729
The above statement of cash flows should be read in conjunction with the accompanying notes
30
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 1. General information
The financial statements cover Total Brain Limited as a Group consisting of Total Brain Limited and the entities it
controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is
Total Brain Limited's functional and presentation currency.
Total Brain Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its
registered office and principal place of business is:
15 Belvoir Street
Surry Hills NSW 2010
A description of the nature of the Group's operations and its principal activities are included in the directors' report,
which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 27 August 2021.
The directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of
these Accounting Standards and Interpretations did not have any significant impact on the financial performance or
position of the Group.
The following Accounting Standards and Interpretations are most relevant to the Group:
Conceptual Framework for Financial Reporting (Conceptual Framework)
The Group has adopted the revised Conceptual Framework from 1 July 2020. The Conceptual Framework contains
new definition and recognition criteria as well as new guidance on measurement that affects several Accounting
Standards, but it has not had a material impact on the Group's financial statements.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations
Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International
Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to
the financial statements, are disclosed in note 3.
Going concern
During the year, the Group incurred a net loss after tax of $8,316,773 (2020: $7,647,544) and net operating cash
outflows of $7,162,713 (2020: $5,995,815). Prima facie, these circumstances represent a material uncertainty
regarding the Group’s ability to continue as a going concern.
31
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
The financial statements have been prepared on a going concern basis. In making this assessment, management
has considered the following:
●
the Group’s financial position as at 30 June 2021, with net current assets of $644,624 (2020: $11,134,254) and
net assets of $17,982,051 (2020: $26,387,844);
the Group's external debt is a forgivable loan;
the cash flow forecast for the Group for the period of 12 months from the approval of the financial statements
which takes into account expected cashflows from the Hamptons Life deal announced to the ASX on 3 May
2021;
forecast sales and profitability forecasts for the Group;
accessing additional sources of capital; and
continued support of the Group’s shareholders
●
●
●
●
●
On this basis, the Directors believe that the going concern basis of presentation is appropriate. No adjustments have
been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities
that might be necessary should the Group not have the ability to continue as a going concern. If for any reason the
Group is unable to continue as a going concern, it would impact on the Group’s ability to realise assets at their
recognised values and to extinguish liabilities in the normal course of business at the amounts stated in these
financial statements.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only.
Supplementary information about the parent entity is disclosed in note 27.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Total Brain Limited
('Company' or 'parent entity') as at 30 June 2021 and the results of all subsidiaries for the year then ended. Total
Brain Limited and its subsidiaries together are referred to in these financial statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group 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 Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the
asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency
with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership
interest, without the loss of control, is accounted for as an equity transaction, where the difference between the
consideration transferred and the book value of the share of the non-controlling interest acquired is recognised
directly in equity attributable to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-
controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The
Group recognises the fair value of the consideration received and the fair value of any investment retained together
with any gain or loss in profit or loss.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the
same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is
responsible for the allocation of resources to operating segments and assessing their performance.
32
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
Foreign currency translation
The presentation currency of the Group’s financial statements is Australian dollars.
The functional currency of Brain Resource Inc., a subsidiary of the ultimate parent company, Total Brain Limited, is
US dollars.
Foreign currency transactions
Foreign currency transactions are translated into the Company's functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the
reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the
average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting
foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in
equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed
of.
Revenue recognition
The Group recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in
exchange for transferring goods or services to a customer. For each contract with a customer, the Group: identifies
the contract with a customer; identifies the performance obligations in the contract; determines the transaction price
which takes into account estimates of variable consideration and the time value of money; allocates the transaction
price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct
good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a
manner that depicts the transfer to the customer of the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as
discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent
events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The
measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised
to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will
not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is
subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund
liability.
Sale of software licenses
Software revenue comprises fees from subscribers to access the Group’s software platform during the license period.
Subscription-based arrangements generally have annual contractual terms.
In some customer contracts, software and other deliverables (such as services or support) are bundled together. The
goods and services provided under these arrangements are highly interrelated and are therefore accounted for as a
single performance obligation. The Group recognises revenue rateably as the services are performed, commencing
with the date the service is made available to customers and all other revenue recognition criteria have been
satisfied. If, at the outset of an arrangement, revenue cannot be measured reliably, revenue recognition is deferred
until the relating fees become due and payable by the customer. Additionally, if at the outset of an arrangement it is
determined that collectability is not probable, revenue recognition is deferred until the earlier of when collectability
becomes probable or payment is received.
33
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
Rendering of services
Revenue from a contract to provide services is recognised over time as the services are rendered based on either a
fixed price or an hourly rate.
Interest income
Interest income is recognised as interest accrues using the effective interest method. This is a method of calculating
the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective
interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the
financial asset to the net carrying amount of the financial asset.
Government grants
Government grants are recognised at fair value where there is a reasonable certainty that the grant will be received
upon meeting all grant terms and conditions. A forgivable loan is recognised as a government grant when there is a
reasonable assurance that the Group will meet the terms of the forgiveness of the loan. Grants related to assets are
deducted from the carrying amount of the assets presented in the statement of financial position. Government grants
relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs
that they are intended to compensate.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where
applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied
when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively
enacted, except for:
●
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither
the accounting nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures,
and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse
in the foreseeable future.
●
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable
that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date.
Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will
be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to
the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets
against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same
taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12
months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or
used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
34
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is
held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is
no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other
liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term,
highly liquid investments with original maturities of three months or less that are readily convertible to known amounts
of cash and which are subject to an insignificant risk of changes in value.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for
settlement within 30 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected
loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days
overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Government grant receivable for research and development tax incentive ('R&D') is recognised to the degree that the
Group can reliably estimate that R&D expenditure for the full year will fall within the eligibility requirements. Advances
in other receivables are provided as an advance contractual payment generally covering the payable expected to
accrue over a 60-90 day period.
Contract assets
Contract assets are recognised when the Group has transferred goods or services to the customer but where the
Group is yet to establish an unconditional right to consideration. Contract assets are treated as financial assets for
impairment purposes.
Plant and equipment
Plant and equipment are stated at historical cost less accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a diminishing value basis to write off the net cost of each item of plant and equipment
(excluding land) over their expected useful lives as follows:
Plant and equipment
3-10 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each
reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit
to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Leases
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases
with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.
35
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair
value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Finite life
intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses
recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference
between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite
life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are
accounted for prospectively by changing the amortisation method or period. The Group's databases are considered
to be indefinite life assets because there is no foreseeable limit to the cash flows generated by them.
Database
Costs relating to the Group’s database are capitalised as an asset and are not subsequently amortised. The Group's
databases are considered to be indefinite life assets because there is no foreseeable limit to the cash flows
generated by them.
Software
Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their
expected benefit, being their finite life of 5 years.
Research and development
Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it is
probable that the project will be a success considering its commercial and technical feasibility; the Group is able to
use or sell the asset; the Group has sufficient resources; and intent to complete the development; and its costs can
be measured reliably. Capitalised development costs are amortised on a straight-line basis over the period of their
expected benefit, being their finite life of 5 years.
The Total Brain International Database and associated analysis tools (‘TBID’) is treated as a single integrated asset
for presentation and impairment testing. Amortisation of components of TBID that are ready for use are calculated on
a straight line basis over 5 years.
Impairment of non-financial assets
Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes
in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is
the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the
asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are
grouped together to form a cash-generating unit.
Fair value less costs of disposal is determined by the directors based on an assessment of the price that would be
received to sell the asset in an orderly transaction between market participants at the measurement date.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year
and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted.
The amounts are unsecured and are usually paid within 30 days of recognition.
Contract liabilities
Contract liabilities represent the Group's obligation to transfer goods or services to a customer and are recognised
when a customer pays consideration, or when the Group recognises a receivable to reflect its unconditional right to
consideration (whichever is earlier) before the Group has transferred the goods or services to the customer.
36
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs.
They are subsequently measured at amortised cost using the effective interest method.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are
expensed in the period in which they are incurred.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to
be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the
liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date
are measured at the present value of expected future payments to be made in respect of services provided by
employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of
employee departures and periods of service. Expected future payments are discounted using market yields at the
reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible,
the estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Share-based payments
Equity-settled share-based compensation benefits are provided to employees and contractors.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees and
contractors in exchange for the rendering of services.
The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently
determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise
price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with
non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to
receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the
vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award,
the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The
amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less
amounts already recognised in previous periods.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been
made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the
total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is
treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during
the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the
award is forfeited.
37
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining
expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled
and new award is treated as if they were a modification.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of
tax, from the proceeds.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Total Brain Limited,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary
shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the
financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary
shares and the weighted average number of shares assumed to have been issued for no consideration in relation to
dilutive potential ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is
not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or
as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement
of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing
activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax
authority.
Comparative information
Comparatives have been reclassified, where appropriate, to conform to changes in presentation in the current year
and to enhance comparability. There was no net effect on the net asset position.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2021. The
Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
38
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions
that affect the reported amounts in the financial statements. Management continually evaluates its judgements and
estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its
judgements, estimates and assumptions on historical experience and on other various factors, including expectations
of future events, management believes to be reasonable under the circumstances. The resulting accounting
judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to
the respective notes) within the next financial year are discussed below.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or
may have, on the Group based on known information. This consideration extends to the nature of the products and
services offered, customers, supply chain, staffing and geographic regions in which the Group operates. Other than
as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial
statements or any significant uncertainties with respect to events or conditions which may impact the Group
unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or
the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The
accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the
carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and
equity.
Determination of variable consideration
Judgement is exercised in estimating variable consideration which is determined having regard to past experience
with respect to goods or services that have a variable component. Revenue will only be recognised to the extent that
it is highly probable that a significant reversal in the amount of cumulative revenue recognised under the contract will
not occur when the uncertainty associated with the variable consideration is subsequently resolved.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on
the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall
expected credit loss rate for each group. These assumptions include recent sales experience, historical collection
rates and forward-looking information that is available. The allowance for expected credit losses, as disclosed in note
10, is calculated based on the information available at the time of preparation. The actual credit losses in future years
may be higher or lower.
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its plant and
equipment and finite life intangible assets. The useful lives could change significantly as a result of technical
innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are
less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or
sold will be written off or written down.
Goodwill and other intangible assets
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether
goodwill and other intangible assets have suffered any impairment, in accordance with the accounting policy stated in
note 2. Management have assessed the entire business as one cash-generating unit (‘CGU’). The recoverable
amount of this CGU has been determined based on fair value less costs of disposal, using a replacement cost
approach as detailed in note 13.
39
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 3. Critical accounting judgements, estimates and assumptions (continued)
Research and development costs
Research and development costs are only capitalised by the Group when the feasibility of completing the intangible
asset is valid and likely to result in a saleable asset.
Income tax
The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in
determining the provision for income tax. There are many transactions and calculations undertaken during the
ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for
anticipated tax audit issues based on the Group's current understanding of the tax law. Where the final tax outcome
of these matters is different from the carrying amounts, such differences will impact the current and deferred tax
provisions in the period in which such determination is made.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
Lease term
Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or
purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when
ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances
that create an economical incentive to exercise an extension option, or not to exercise a termination option, are
considered at the lease commencement date. Factors considered may include the importance of the asset to the
Group's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant
penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The
Group reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination
option, if there is a significant event or significant change in circumstances.
Government grants for research and development tax incentive (R&D)
The Group recognises government grants related to the research and development tax incentive (R&D) as a
deduction from the carrying amount of the relevant qualifying assets, in accordance with the accounting policy
disclosed in Note 2. A government grant receivable in respect of the incentive is recognised when there is
reasonable certainty that the grant will be received upon meeting the terms and conditions associated with the grant.
Significant judgement is required in determining the value of the government grant claim and associated receivable,
and the amounts to be deducted from the carrying value of the relevant qualifying assets. The Group determines
these amounts based on Advance / Overseas Findings received from AusIndustry in previous periods. In the current
period, management determined (in conjunction with assistance from external consultants) that a receivable of
$2,389,484 (2020: $1,152,955) should be recognised at 30 June 2021, and an amount of $2,375,878 (2020:
$2,340,931) should be deducted from the carrying amount of its qualifying intangible assets in respect of eligible
expenditure incurred, based on the Advance / Overseas Findings obtained in previous periods and the application of
those findings and consideration of other applicable R&D Incentive interpretations to the facts and circumstances at
Total Brain Limited. In circumstances where different judgements are made in respect of these matters, such
differences will impact the government grant receivable and the amount deducted from the carrying value of the
qualifying intangible asset.
Note 4. Operating segments
Identification of reportable operating segments
The Group is organised into one operating segment being the development and commercialisation of brain health
products, primarily delivered to a range of users through the one Total Brain platform. This operating segment is
based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief
Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.
There is no aggregation of operating segments.
40
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 4. Operating segments (continued)
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies
adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis.
Major customers
During the year ended 30 June 2021, the Group derived $1,078,000 from one affinity customer and $1,114,000 from
two corporate customers (2020: approximately $750,000 from one data licensing customer, $400,000 from one
affinity customer and $850,000 from one corporate customer)
Geographical information
United States
Australia
Geographical non-current
assets
2021
$
2020
$
682,326
75,967
16,655,101 15,244,993
17,337,427 15,320,960
The geographical non-current assets above are exclusive of, where applicable, financial instruments, deferred tax
assets, post-employment benefits assets and rights under insurance contracts.
The majority of revenue is derived in the United States.
Note 5. Revenue
Total Brain* – Corporate
Total Brain* – Affinity
Total Brain* – All other
Clinical **
Discovery***
Data Licensing****
Revenue
Consolidated
2021
$
2020
$
2,260,496
1,085,197
62,289
264,501
21,785
-
2,263,916
399,464
136,015
298,378
34,798
744,958
3,694,268
3,877,529
Revenue from contracts with customers is derived from the Group’s combined database which includes both BRID
and Data Licensing data. The revenue is split based on go to market channels as follows:
*
Total Brain revenue primarily comprises fees received from customers to access the Group’s software platform.
Customers include:
Corporate - B2B customers who provide access to the Group’s software platform to their employees;
Affinity - Partners who provide access to the Group’s software platform to their members; and
All other - Other miscellaneous Total Brain revenue.
Clinical revenue comprises revenue from clinics who provide access to the Group’s software platform to their
clients.
Discovery revenue comprises revenue which is primarily received from academic institutions that use the
Group’s software platform to collect new data as part of their own studies.
**
***
**** Data Licensing revenue comprises revenue received from customers who are provided access to the data
assets.
41
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 5. Revenue (continued)
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Major revenue lines
Software license
Services and access fees
Timing of revenue recognition
Revenue transferred at a point in time
Revenue transferred over time
Consolidated
2021
$
2020
$
3,672,483
21,785
3,097,773
779,756
3,694,268
3,877,529
3,672,483
21,785
3,097,773
779,756
3,694,268
3,877,529
42
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 6. Expenses
Loss before income tax includes the following specific expenses:
Cost of sales
Cost of equipment and third-party drug trial expense
Depreciation
Plant and equipment
Amortisation
Development
Total depreciation and amortisation
Finance costs
Interest and finance charges paid/payable on borrowings
Net foreign exchange loss
Net foreign exchange loss
Leases
Short-term lease payments*
Research and development tax incentive costs
Research and development expenditure recognised as an expense
Employee benefits expense**
Employee benefits expense excluding superannuation
Defined contribution superannuation expense
Total employee benefits expense
Government grants offset against employee benefit expense
Government grants***
Offset against cost of intangibles
Consolidated
2021
$
2020
$
264,802
573,168
80,342
61,969
588,833
169,266
669,175
231,235
5,064
-
25,017
822
167,787
169,091
139,745
179,096
6,761,612
463,400
6,461,825
353,086
7,225,012
6,814,911
1,507,814
(608,539)
1,252,411
(374,547)
Total government grants offset against employee benefit expense*
899,275
877,864
*
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are
expensed to profit or loss on a straight-line basis.
Government grants offset against employee benefits expense total to $899,275 (2020; $877,864).
**
*** During the Coronavirus (‘COVID-19’) pandemic, the Group has received stimulus support payments of $100,500
(2020: $116,499) from the Australian Government and $1,407,314 (US$1,051,700) (2020: $1,135,912
(US$762,400)) from the US Government (refer to note 16 for more information). These have been recognised as
government grants in the financial statements and recorded as offsets against the cost of intangibles and offset
against employee benefits expense over the periods in which the related employee benefits are recognised as
an expense.
43
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 7. Corporate and operating costs
Insurance and professional fees
Communications expense
Marketing and agent support expenses
Occupancy expenses
Travel expenses
Other expenses
Loss on disposal of plant and equipment
Note 8. Income tax
Income tax benefit
Deferred tax - origination and reversal of temporary differences
Aggregate income tax benefit
Deferred tax included in income tax benefit comprises:
Decrease in deferred tax liabilities
Numerical reconciliation of income tax benefit and tax at the statutory rate
Loss before income tax benefit
Tax at the statutory tax rate of 26% (2020: 27.5%)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Share-based payments
Permanent differences from research and development refund
Effect of FX movement on translation
Share issue costs
Non-assessable income
Sundry items
Current year tax losses not recognised
Prior year tax losses not recognised now recouped
Difference in overseas tax rates
Adjustment to deferred tax balances as a result of change in statutory tax rate
Prior year (over) / under provisions
Income tax benefit
44
Consolidated
2021
$
2020
$
1,359,526
423,380
1,096,086
454,204
589
59,116
4,648
1,385,855
417,228
876,470
568,759
295,104
75,683
-
3,397,549
3,619,099
Consolidated
2021
$
2020
$
(65,165)
(65,165)
(65,165)
-
-
-
(8,381,938)
(7,647,544)
(2,179,304)
(2,103,075)
127,281
1,428,197
(545,868)
-
(375,652)
173,282
82,583
1,479,899
436
(323,262)
(224,510)
8,143
(1,372,064)
2,423,275
(1,267,285)
-
5,058
145,851
(1,079,786)
1,216,911
(70,449)
1,792
-
(68,468)
(65,165)
-
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 8. Income tax (continued)
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit at statutory tax rates
Consolidated
2021
$
2020
$
35,075,683 34,389,517
9,119,678
9,457,117
The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These
tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same
business test is passed.
Brain Resource, Inc., incorporated in California USA has carry-forward unused tax losses of $30,828,698 as at 30
June 2021 (2020: $21,397,531). The Company recognised deferred tax assets in respect of these tax losses as at 30
June 2021 of $nil (2020: $nil). The losses remain available to offset future income tax, but the directors have chosen
not to recognise a deferred tax asset in respect of them, until it is demonstrated that the realisation of the deferred
tax is more likely than not.
The Australian based companies have carry-forward unused tax losses of $27,308,124 as of 30 June 2021 (2020:
$28,912,928). The Company concluded that $5,995,896 (2020: $4,378,259) of the deferred tax asset relating to
carry-forward unused tax losses in Australia of $15,115,574 (2020: $15,920,942) is recoverable, within the requisite
timeframes, based on budget estimates for future taxable income as approved by the Company’s Board of Directors.
Deferred tax liability
Deferred tax liability comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Development costs
Losses carried forward
Tax losses not recognised as DTA
Provisions
Foreign exchange
Deferred tax liability
Movements:
Opening balance
Credited to profit or loss
Closing balance
Note 9. Current assets - cash and cash equivalents
Cash at bank
45
Consolidated
2021
$
2020
$
5,571,167
(15,115,574)
9,119,678
(101,815)
526,544
4,529,022
(13,917,512)
9,539,253
(117,996)
32,398
-
65,165
65,165
(65,165)
65,165
-
-
65,165
Consolidated
2021
$
2020
$
1,427,349 11,104,729
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 10. Current assets - trade and other receivables
Trade receivables
Less: Allowance for expected credit losses
Other receivables
Government grant receivable for research and development tax incentive (R&D)
Government grant receivable - others*
Consolidated
2021
$
2020
$
286,124
(1,241)
284,883
480,675
(384)
480,291
7,660
2,389,484
2,420,365
4,817,509
66,946
1,152,955
1,137,075
2,356,976
5,102,392
2,837,267
*
1,017,191 was received on 12 July 2021. Also, the related loan was forgiven - refer note 16.
Allowance for expected credit losses
The Group has recognised a loss of $860 (2020: $266 ) in profit or loss in respect of the expected credit losses for
the year ended 30 June 2021.
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
Consolidated
Not overdue
0 to 3 months overdue
3 to 6 months overdue
Expected credit loss rate
2021
%
2020
%
Carrying amount
2020
$
2021
$
Allowance for expected
credit losses
2021
$
2020
$
0.09%
0.74%
1.76%
-
-
1.47%
165,257
101,745
19,121
227,712
226,896
26,067
149
756
336
286,123
480,675
1,241
-
-
384
384
The Group is not affected by Coronavirus (COVID-19) pandemic, thus no revisions on the calculation of expected
credit losses has been applied as at 30 June 2021.
Movements in the allowance for expected credit losses are as follows:
Opening balance
Additional provisions recognised
Receivables written off during the year as uncollectable
Closing balance
Consolidated
2021
$
2020
$
384
860
(3)
1,241
172
266
(54)
384
46
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 11. Current assets - contract assets
Contract assets
Reconciliation
Reconciliation of the written down values at the beginning and end of the current and
previous financial year are set out below:
Opening balance
Additions
Transfer to trade receivables
Exchange differences
Closing balance
Consolidated
2021
$
2020
$
2,774
3,025
3,025
2,774
(2,780)
(245)
89,935
3,105
(91,225)
1,210
2,774
3,025
Allowance for expected credit losses
The Group has recognised a loss of $nil (2020: $nil) in profit or loss in respect of the expected credit losses on
contract assets for the year ended 30 June 2021.
Note 12. Non-current assets - plant and equipment
Plant and equipment - at cost
Less: Accumulated depreciation
Consolidated
2021
$
2020
$
1,232,904
(949,719)
1,398,793
(1,088,437)
283,185
310,356
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set
out below:
Consolidated
Balance at 1 July 2019
Additions
Exchange differences
Depreciation expense
Balance at 30 June 2020
Additions
Disposals
Exchange differences
Depreciation expense
Balance at 30 June 2021
47
Plant and
equipment
$
247,349
126,417
(1,441)
(61,969)
310,356
75,785
(4,648)
(17,966)
(80,342)
283,185
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 13. Non-current assets - intangibles
Database - at cost
Less: Accumulated impairment
Development - at cost
Less: Accumulated amortisation
Less: Accumulated impairment
Consolidated
2021
$
2020
$
22,226,145 22,224,995
(9,323,043)
12,903,102 12,901,952
(9,323,043)
7,793,270
(3,107,910)
(544,780)
4,140,580
5,162,037
(2,519,165)
(544,780)
2,098,092
17,043,682 15,000,044
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set
out below:
Consolidated
Balance at 1 July 2019
Additions*
R&D tax incentive
Amortisation expense
Balance at 30 June 2020
Additions*
R&D tax incentive
Exchange differences
Amortisation expense
Balance at 30 June 2021
Database
$
Development
$
Total
$
12,874,129
27,823
-
-
2,025,889 14,900,018
2,582,400
2,610,223
(2,340,931)
(2,340,931)
(169,266)
(169,266)
12,901,952
1,150
-
-
-
2,098,092 15,000,044
5,007,111
5,008,261
(2,375,878)
(2,375,878)
88
88
(588,833)
(588,833)
12,903,102
4,140,580 17,043,682
*Government grants offset against additions is $608,539 (2020: $374,547) (refer note 6 for more information).
Impairment testing
The intangible assets are tested for impairment as a single Cash Generating Unit ('CGU'), as the individual assets do
not currently generate largely independent cash flows.
As at the reporting date, the intangible assets were tested for impairment, where the recoverable amount was based
on fair value less costs of disposal. Fair value is determined by the Directors and management based on an
assessment of the price that would be received to sell the intangibles of the Group, including the Total Brain
International Database ('TBID') and iSPOT in an orderly transaction between market participants at the measurement
date.
The approach and key assumptions used in the assessment of fair value was based on the replacement cost
valuation methodology. The key assumptions on which management based its determination of fair value were to
consider all of the direct and indirect costs that would be required in order to create assets of equivalent utility—that
is, to create an asset that provides similar function and equivalent utility. Reference was made to past experience
and external sources of information.
The recoverable amount was higher than the carrying amount and therefore no further impairment expense was
required.
48
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 13. Non-current assets - intangibles (continued)
Sensitivity
As disclosed in note 3, the Directors have made judgements and estimates in respect of impairment testing of
intangible assets. Any reasonable change in the key assumptions (including clinical trial per patient cost) would not
result in an impairment charge.
Note 14. Current liabilities - trade and other payables
Trade payables
Accrued expenses
Other payables
Refer to note 22 for further information on financial instruments.
Note 15. Current liabilities - contract liabilities
Contract liabilities
Reconciliation
Reconciliation of the written down values at the beginning and end of the current and
previous financial year are set out below:
Opening balance
Payments received in advance
Transfer to revenue
Exchange differences
Closing balance
Consolidated
2021
$
2020
$
204,778
257,539
51,427
148,147
273,076
39,755
513,744
460,978
Consolidated
2021
$
2020
$
934,181
956,760
956,760
936,937
(882,073)
(77,443)
209,489
982,125
(219,213)
(15,641)
934,181
956,760
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the
end of the reporting period was $934,181 as at 30 June 2021 ($956,760 as at 30 June 2020) and is expected to be
recognised as revenue in future periods as follows:
Within 6 months
6 to 12 months
12 to 18 months
49
Consolidated
2021
$
2020
$
664,103
257,697
12,381
662,399
286,899
7,462
934,181
956,760
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 16. Current liabilities - borrowings
Bank loan
Other loans
Consolidated
2021
$
2020
$
2,420,365
1,846,355
1,106,575
-
4,266,720
1,106,575
Refer to note 22 for further information on financial instruments.
Bank loans
On 3 May 2020, a bank loan of $1,017,191 was granted. The loan matures 1 May 2022. Interest is 1% per annum
paid monthly in arrears. No repayments are due within six months from the date of disbursements of the bank loan.
This loan has been forgiven subsequent to 30 June 2021 on 12 July 2021.
On 2 April 2021, a bank loan of $1,403,174 was granted. The loan matures on 2 April 2026. Interest is 1% per annum
paid monthly in arrears. No repayments are due within six months from the date of disbursements of the bank loan.
A loan forgiveness maybe applied to the bank loan in an amount equal to the following cost incurred in relation to the
loan during the 8-week period beginning on the date of first disbursement of the loan:
(a) payroll costs
(b) any payment of interest on a covered mortgage obligation
(c) any payment on a covered rent obligation
(d) any covered utility payment
The loan forgiveness is subject to the eligibility requirements of the Coronavirus Aid, Relief and Economic Security
Act ('CARES Act') Section 1106 in the United States. Funds provided in the form of loans will be fully forgiven when
used for payroll costs, interest on mortgages, rent, and utilities. The program provides small business with funds to
pay up to 8 weeks of payroll costs including benefits. The Company covenants to use the proceeds from the loan for
the purposes authorised by the CARES Act. The Company expects to be eligible for loan forgiveness.
Other loans
On 18 June 2021, shareholder loans of US$1,000,000 and an unrelated third-party loan of US$380,000 were granted
to Total Brain Ltd. The loans are being provided on an unsecured basis over 5 months at an interest rate of 12% per
annum. The loans and accrued interest are repayable in cash during the term at the discretion of the Company with
no prepayment penalty, or otherwise is due at the end of the term. In the event of a capital raise during the term of
the loans, and subject to applicable shareholder approvals required under the ASX listing rules and/or the
Corporations Act 2001, the lenders have the option to convert amounts owed into fully paid ordinary shares in the
Company at the price of the capital raise.
Note 17. Current liabilities - employee benefits
Annual leave
Long service leave
50
Consolidated
2021
$
2020
$
245,746
145,853
280,921
145,952
391,599
426,873
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 18. Non-current liabilities - employee benefits
Long service leave
Note 19. Equity - issued capital
Consolidated
2021
$
2020
$
-
2,205
Consolidated
2021
Shares
2020
Shares
2021
$
2020
$
Ordinary shares - fully paid
108,303,784 108,303,784 78,425,180 78,425,180
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
Issue of shares
Issue of shares upon exercise of options
Issue of shares
Issue of shares
Consolidation of shares at 10:1
Share issue transaction costs, net of tax
1 July 2019
14 November 2019
22 November 2019
15 January 2020
16 January 2020
17 January 2020
777,688,418
175,194,836
1,000,000
66,826,086
62,326,903
(974,732,459)
-
64,753,937
8,058,962
45,000
3,074,000
2,867,038
-
(373,757)
$0.0460
$0.0450
$0.0460
$0.0460
$0.0000
$0.0000
Balance
Balance
30 June 2020
108,303,784
78,425,180
30 June 2021
108,303,784
78,425,180
Ordinary shares
Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to
shareholders should the Company be wound up, in proportions that consider both the number of shares held and the
extent to which those shares are paid up. The fully paid ordinary shares have no par value and the Company does
not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll
each share shall have one vote.
Share consolidation
Following shareholder approval at an Extraordinary General Meeting (‘EGM’) held on 10 January 2020, it was
resolved that all shares in the Company be consolidated on the basis that every ten shares be consolidated into one
share. The effective date of consolidation was 17 January 2020.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can
provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to
reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is
calculated as total borrowings less cash and cash equivalents.
51
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 19. Equity - issued capital (continued)
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group would look to raise capital when an opportunity to invest in a business or company was seen as value
adding relative to the current Company's share price at the time of the investment. The Group is not actively pursuing
additional investments in the short term as it continues to integrate and grow its existing businesses in order to
maximise synergies.
The Group is not subject to any financing covenants.
The capital risk management policy remains unchanged from the 30 June 2020 Annual Report.
Note 20. Equity - reserves
Foreign currency reserve
Share-based payments reserve
Consolidated
2021
$
2020
$
(152,772)
4,441,739
425,791
3,952,196
4,288,967
4,377,987
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of
foreign operation to Australian dollars.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their
remuneration, and other parties as part of their compensation for services.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2019
Foreign currency translation
Share-based payments
Balance at 30 June 2020
Foreign currency translation
Share-based payments
Balance at 30 June 2021
Note 21. Equity - dividends
Foreign
currency
$
Share-based
payments
$
Total
$
581,846
(156,055)
-
3,651,896
-
300,300
4,233,742
(156,055)
300,300
425,791
(578,563)
-
3,952,196
-
489,543
4,377,987
(578,563)
489,543
(152,772)
4,441,739
4,288,967
There were no dividends paid, recommended or declared during the current or previous financial year.
52
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 22. Financial instruments
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk
and interest rate risk), credit risk and liquidity risk. 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 Group. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price
risks and ageing analysis for credit risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of
Directors ('the Board'). These policies include identification and analysis of the risk exposure of the Group and
appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the
Group's operating units. Finance reports to the Board on a monthly basis.
Market risk
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk
through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial
liabilities denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity
analysis and cash flow forecasting.
The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities at the
reporting date were as follows:
Consolidated
US dollars
Assets
Liabilities
2021
$
2020
$
2021
$
2020
$
3,970,863 10,364,309
5,463,484
2,262,017
The Group had net liabilities denominated in foreign currencies of $1,465,600 (assets of $3,970,863 less liabilities of
$5,463,484) as at 30 June 2021 (2020: $8,102,292 (assets of $10,364,309 less liabilities of $2,262,017)). Based on
this exposure, had the Australian dollars weakened/strengthened by 10% (2020: weakened/strengthened by 10%)
against these foreign currencies with all other variables held constant, the Group's profit before tax for the year would
have been $997,839 lower/higher (2020: $501,740 lower/higher) and equity would have been $106,061 lower/higher
(2020: $900,985 lower/higher). The percentage change is the expected overall volatility of the significant currencies,
which is based on management's assessment of reasonable possible fluctuations taking into consideration
movements over the last 12 months each year and the spot rate at each reporting date. The actual foreign exchange
loss for the year ended 30 June 2021 was $25,017 (2020: loss of $822).
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
The Group's main interest rate risk arises from short-term deposits. Interest rates applicable to cash financial assets
were 0.01% (2020: 0.1%) with maturities of less than 1 year. All other balances are non-interest-bearing.
The Group's exposure to market interest rates relates primarily to the short term deposits. The Board has formed the
view that these funds be held in either bank deposits or AAA short term bonds. Currently holdings are in cash
deposits with the National Australia Bank and Citibank. Based on an average cash balance, constant currency
weightings and an average interest rate, a +/-10% increase in interest rates would have equated to a change in the
after tax result of around [+/-0%] (2020: +/-0%).
53
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 22. Financial instruments (continued)
As at the reporting date, the Group had the following variable rate short-term deposits outstanding:
Consolidated
2021
2020
Weighted
average
interest rate
%
Weighted
average
interest rate
%
Balance
$
Balance
$
Cash and short-term deposits
0.01%
1,427,349
0.01% 11,104,729
Net exposure to cash flow interest rate risk
1,427,349
11,104,729
An analysis by remaining contractual maturities is shown in 'liquidity and interest rate risk management' below.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to
the Group. The Group has a strict code of credit, including obtaining agency credit information, confirming references
and setting appropriate credit limits. The Group obtains guarantees where appropriate to mitigate credit risk. The
maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of
any provisions for expected credit losses of those assets, as disclosed in the statement of financial position and
notes to the financial statements. The Group does not hold any collateral.
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables
through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered
representative across all customers of the Group based on recent sales experience, historical collection rates and
forward-looking information that is available. As disclosed in note 10,no revisions were required to the calculation of
expected credit losses as a result of Coronavirus (COVID-19) pandemic.
The Group has a credit risk exposure with two major customers (2020: three major customer), which as at 30 June
2021 owed the Group $143,529 (50% of trade receivables) (2020: $282,436 (59% of trade receivables)). This
balance was within its terms of trade and no impairment was made as at 30 June 2021. There are no guarantees
against this receivable but management closely monitors the receivable balance on a monthly basis and is in regular
contact with this customer to mitigate risk.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this
include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make
contractual payments for a period greater than 1 year.
Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility, including through
accessing new equity funding. All trade creditors and other payables and interest-bearing loans have a maturity
profile of being repayable within six months (2020: within six months).
The Group manages liquidity risk by maintaining adequate cash reserves by continuously monitoring actual and
forecast cash flows and matching the maturity profiles of financial assets and liabilities.
54
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 22. Financial instruments (continued)
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables
have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which
the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as
remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of
financial position.
Consolidated - 2021
Non-derivatives
Non-interest bearing
Trade and other payables
Interest-bearing - variable
Bank loans
Other loans
Total non-derivatives
Consolidated - 2020
Non-derivatives
Non-interest bearing
Trade and other payables
Interest-bearing - variable
Bank loans
Total non-derivatives
Weighted
average
interest rate
%
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Remaining
contractual
maturities
$
Over 5 years
$
-
-
-
256,205
2,420,365
1,846,355
4,522,925
-
-
-
-
-
-
-
-
-
-
-
-
256,205
2,420,365
1,846,355
4,522,925
Weighted
average
interest rate
%
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Remaining
contractual
maturities
$
Over 5 years
$
-
187,902
1.00%
1,106,575
1,294,477
-
-
-
-
-
-
-
-
-
187,902
1,106,575
1,294,477
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually
disclosed above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Note 23. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the Group is
set out below:
Short-term employee benefits
Post-employment benefits
Share-based payments
55
Consolidated
2021
$
2020
$
1,474,645
4,772
199,103
1,593,539
4,734
227,733
1,678,520
1,826,006
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 24. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Grant Thornton, the auditor
of the Company:
Audit services - Grant Thornton
Audit or review of the financial statements
Other services - Grant Thornton
Transfer pricing review services
Note 25. Contingent liabilities
Consolidated
2021
$
2020
$
121,000
117,000
23,000
21,000
144,000
138,000
The Group has given bank guarantees as at 30 June 2021 of $10,560 (2020: $10,500) to various landlords.
Note 26. Related party transactions
Parent entity
Total Brain Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 28.
Key management personnel
Disclosures relating to key management personnel are set out in note 23 and the remuneration report included in the
directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Payment for other expenses:
Interest paid to key management personnel
Consolidated
2021
$
2020
$
1,981
-
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
Other loans from key management personnel:
David Daglio
David Torrible
Louis Gagnon
Matthew Mund
56
Consolidated
2021
$
2020
$
133,815
334,538
66,907
133,859
-
-
-
-
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 26. Related party transactions (continued)
Terms and conditions
Refer to note 16 for the terms and conditions of other loans.
Note 27. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Share-based payments reserve
Accumulated losses
Total equity
Parent
2021
$
2020
$
(9,117,005)
(7,803,598)
(9,117,005)
(7,803,598)
Parent
2021
$
2020
$
24,669
31,047
19,606,739 26,579,676
1,846,355
-
1,846,355
191,831
78,425,180 78,425,180
3,952,196
(55,989,531)
4,441,739
(65,106,535)
17,760,384 26,387,845
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2021 and 30 June 2020.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2021 and 30 June 2020.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2021 and 30 June
2020..
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for
the following:
●
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be
an indicator of an impairment of the investment.
57
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 28. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 2:
Name
BRC Operations Pty Ltd
BRC IP Pty Ltd
BRC Distribution Pty Ltd
BRC International Pty Ltd
BRC Development Pty Ltd
PoweringUpMBS Pty Ltd
Brain Resource, Inc.
MyBrainSolutions, Inc
Brain Resource Europe Limited
Principal place of business /
Country of incorporation
Australia
Australia
Australia
Australia
Australia
Australia
United States
United States
Ireland
Ownership interest
2020
2021
%
%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Note 29. Reconciliation of loss after income tax to net cash used in operating activities
Consolidated
2021
$
2020
$
(8,316,773)
(7,647,544)
669,175
4,648
489,543
25,017
860
1,139,349
5,064
231,235
-
300,300
822
266
1,337,112
-
(1,029,456)
251
(77,934)
30,187
(65,165)
(37,479)
(1,023,418)
86,910
(43,026)
3,884
747,271
10,373
(7,162,713)
(5,995,815)
Loss after income tax benefit for the year
Adjustments for:
Depreciation and amortisation
Net loss on disposal of property, plant and equipment
Share-based payments
Foreign exchange differences
Impairment of receivables
Research and development tax incentive
Finance costs - non-cash
Change in operating assets and liabilities:
Increase in trade and other receivables
Decrease in contract assets
Increase in prepayments
Increase in trade and other payables
Increase/(decrease) in contract liabilities
Increase/(decrease) in employee benefits
Net cash used in operating activities
58
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 30. Changes in liabilities arising from financing activities
Consolidated
Balance at 1 July 2019
Net cash from financing activities
Balance at 30 June 2020
Net cash from financing activities
Other changes
Balance at 30 June 2021
Note 31. Earnings per share
Bank loan Other loans
$
$
Total
$
-
1,106,575
-
-
-
1,106,575
1,106,575
1,313,790
-
-
1,841,291
5,064
1,106,575
3,155,081
5,064
2,420,365
1,846,355
4,266,720
Consolidated
2021
$
2020
$
Loss after income tax attributable to the owners of Total Brain Limited
(8,316,773)
(7,647,544)
Weighted average number of ordinary shares used in calculating basic earnings per
share
108,303,784
94,750,313
Weighted average number of ordinary shares used in calculating diluted earnings per
share
108,303,784
94,750,313
Number
Number
Basic earnings per share
Diluted earnings per share
Cents
Cents
(7.68)
(7.68)
(8.07)
(8.07)
29,190,244 options (2020: 19,809,015 options) over ordinary shares are not included in the calculation of diluted
earnings per share because they are anti-dilutive for the year ended 30 June 2021. These options could potentially
dilute basic earnings per share in the future.
59
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 32. Share-based payments
A share option plan has been established by the Group and approved by shareholders at a general meeting,
whereby the Group may, at the discretion of the Nomination and Remuneration Committee, grant options over
ordinary shares in the Company to the personnel of the Group. The options are issued for nil consideration and are
granted in accordance with performance guidelines established by the Nomination and Remuneration Committee.
On 5 August 2020, the shareholders at an extraordinary general meeting approved the adoption of a new share
option plan.
Options consolidation
During the 30 June 2020 financial year, following shareholder approval at an Extraordinary General Meeting (‘EGM’)
held on 10 January 2020, it was resolved that all options in the Company be consolidated on the basis that every ten
options be consolidated into one option. The effective date of consolidation was 13 January 2020.
Options modification
As per resolution 4 and 5 of the Notice of Meeting issued to the ASX on 6 Jul 2020, which were subsequently
approved at an extraordinary general meeting of shareholders on 5 August 2020, several of the options on issue at
that point were significantly ‘out of the money’. In order to re-align the relevant director’s and employee’s
remuneration packages based on the prevailing share price to ensure that the options suitably incentivised them to
build shareholder value, those options, which had exercise prices ranging from $1.20 to $2.40 were cancelled and re-
issued at an exercise price of $0.80.
The incremental fair value granted was $163,980.
The incremental fair value granted was measured by comparing the fair value on the grant date of the cancelled
options to the fair value on the grant date of the re-issued options.
60
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 32. Share-based payments (continued)
Set out below are summaries of options granted under the plan:
2021
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Replaced/
(cancelled)
Expired/
forfeited/
other*
Balance at
the end of
the year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(58,846)
(58,846)
(58,846)
-
-
(445,549)
(445,549)
(445,549)
-
-
-
-
-
-
(941,099)
(941,099)
(941,099)
-
-
(192,081)
(384,162)
-
-
-
(44,079)
(44,079)
(133,249)
(133,249)
-
(89,170)
-
-
-
-
-
(20,508)
(5,377,059)
-
-
-
-
-
-
-
-
-
-
-
-
(50,000)
(845,156)
(265,052)
(265,052)
(265,052)
-
-
-
-
-
-
-
-
-
-
(4,375)
(3,281)
(3,281)
(3,281)
(3,281)
(16,602)
-
(9,766)
(9,766)
(9,766)
(9,766)
(7,324)
-
(1,770,801)
49,950
500,000
150,000
326,538
-
-
-
200,000
1,536,648
-
-
-
-
-
-
-
-
2,823,296
-
-
-
400,000
192,081
-
-
30,000
30,000
58,772
-
-
-
-
72,569
-
-
-
-
-
13,184
-
6,383,038
21/12/2016
22/05/2017
01/07/2017
01/07/2017
01/07/2017
01/07/2017
01/07/2017
16/07/2017
16/07/2017
16/07/2017
16/07/2017
16/07/2017
24/07/2017
24/07/2017
24/07/2017
24/07/2017
24/07/2017
14/12/2017
14/12/2017
14/12/2017
14/12/2017
14/12/2017
08/01/2018
08/01/2018
08/01/2018
24/02/2018
28/02/2018
01/04/2018
01/04/2018
01/04/2018
01/04/2018
01/04/2018
01/04/2018
01/04/2018
30/04/2018
30/04/2018
30/04/2018
30/04/2018
31/07/2018
31/07/2018
Subtotal
29/11/2021
22/05/2022
17/05/2022
17/05/2022
17/05/2022
17/05/2022
17/05/2022
16/07/2022
16/07/2022
16/07/2022
16/07/2022
16/07/2022
24/07/2022
24/07/2022
24/07/2022
24/07/2022
24/07/2022
22/05/2022
22/05/2022
22/05/2022
22/05/2022
10/01/2023
07/01/2023
07/01/2023
07/01/2023
23/02/2023
27/02/2023
31/03/2023
31/03/2023
31/03/2023
31/03/2023
31/03/2023
31/03/2023
31/03/2023
29/04/2023
29/04/2023
29/04/2023
29/04/2023
30/07/2023
30/07/2023
$2.0000
$0.8000
$0.8000
$0.8000
$1.2000
$1.6000
$1.6000
$0.8000
$0.8000
$1.2000
$1.6000
$1.6000
$0.8000
$0.8000
$1.2000
$1.6000
$1.6000
$0.8000
$1.2000
$1.6000
$1.6000
$1.0000
$0.8000
$1.2000
$1.6000
$0.8000
$0.8000
$0.8000
$1.2000
$1.6000
$1.6000
$2.4000
$0.8000
$1.2000
$0.8000
$1.2000
$1.6000
$2.4000
$0.8000
$1.2000
49,950
500,000
150,000
326,538
58,846
58,846
58,846
200,000
1,536,648
445,549
445,549
445,549
50,000
845,156
265,052
265,052
265,052
2,823,296
941,099
941,099
941,099
400,000
192,081
192,081
384,162
30,000
30,000
63,147
47,360
47,360
136,530
136,530
89,171
89,170
9,766
9,766
9,766
9,766
20,508
20,508
13,530,898
61
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 32. Share-based payments (continued)
2021
(continued)
Grant date
31/07/2018
31/07/2018
31/12/2018
31/12/2018
31/12/2018
31/12/2018
28/02/2019
28/02/2019
28/02/2019
28/02/2019
31/03/2019
31/03/2019
31/03/2019
31/03/2019
30/04/2019
30/04/2019
30/04/2019
30/04/2019
31/07/2019
31/07/2019
31/07/2019
31/07/2019
31/08/2019
31/08/2019
31/08/2019
31/08/2019
30/09/2019
30/09/2019
30/09/2019
30/09/2019
18/03/2019
18/03/2019
18/03/2019
18/03/2019
17/06/2019
17/06/2019
17/06/2019
17/06/2019
23/10/2019
23/10/2019
23/10/2019
23/10/2019
16/01/2020
01/07/2017
16/07/2017
14/12/2017
08/01/2018
01/04/2018
31/07/2018
31/12/2018
Subtotal
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Replaced/
(cancelled)
Expired/
forfeited/
other*
Balance at
the end of
the year
30/07/2023
30/07/2023
30/12/2023
30/12/2023
30/12/2023
30/12/2023
27/02/2024
27/02/2024
27/02/2024
27/02/2024
30/03/2024
30/03/2024
30/03/2024
30/03/2024
29/04/2024
29/04/2024
29/04/2024
29/04/2024
30/07/2024
30/07/2024
30/07/2024
30/07/2024
30/08/2024
30/08/2024
30/08/2024
30/08/2024
29/09/2024
29/09/2024
29/09/2024
29/09/2024
18/03/2019
18/03/2020
18/03/2021
18/03/2022
16/06/2024
16/06/2024
16/06/2024
16/06/2024
22/10/2024
22/10/2024
22/10/2024
22/10/2024
16/01/2024
17/05/2022
16/07/2022
22/05/2022
07/01/2023
31/03/2023
30/07/2023
30/12/2023
$1.6000
$2.4000
$0.8000
$1.2000
$1.6000
$2.4000
$0.8000
$1.2000
$1.6000
$2.4000
$0.8000
$1.2000
$1.6000
$2.4000
$0.8000
$1.2000
$1.6000
$2.4000
$0.8000
$1.2000
$1.6000
$2.4000
$0.8000
$1.2000
$1.6000
$2.4000
$0.8000
$1.2000
$1.6000
$2.4000
$0.4500
$0.4500
$0.4500
$0.4500
$0.4500
$0.4500
$0.4500
$0.4500
$0.8000
$0.8000
$0.8000
$0.8000
$0.4500
$0.8000
$0.8000
$0.8000
$0.8000
$0.8000
$0.8000
$0.8000
20,508
20,508
7,031
7,031
7,031
7,031
12,695
12,695
12,695
12,695
6,445
6,445
6,445
6,445
4,981
4,981
4,981
4,981
3,548
3,548
3,548
3,548
54,395
54,395
54,395
54,395
33,125
3,125
3,125
3,125
12,500
12,500
12,500
12,500
12,500
12,500
12,500
12,500
6,250
6,250
6,250
6,250
206,612
-
-
-
-
-
-
-
771,508
62
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(20,508)
(20,508)
-
(7,031)
(7,031)
(7,031)
-
(12,695)
(12,695)
(12,695)
-
(6,445)
(6,445)
(6,445)
-
(4,981)
(4,981)
(4,981)
-
(3,548)
(3,548)
(3,548)
-
(54,395)
(54,395)
(54,395)
-
(3,125)
(3,125)
(3,125)
-
-
-
-
-
-
-
-
-
-
-
-
-
176,538
1,336,648
2,823,296
576,243
443,826
61,523
21,094
5,121,492
-
-
(7,031)
-
-
-
-
-
-
-
-
-
-
-
(4,981)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(49,805)
(21,973)
(21,094)
(104,884)
-
-
-
-
-
-
12,695
-
-
-
6,445
-
-
-
-
-
-
-
3,548
-
-
-
54,395
-
-
-
33,125
-
-
-
12,500
12,500
12,500
12,500
12,500
12,500
12,500
12,500
6,250
6,250
6,250
6,250
206,612
176,538
1,336,648
2,823,296
576,243
394,021
39,550
-
5,788,116
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 32. Share-based payments (continued)
2021
(continued)
Grant date
28/02/2019
31/03/2019
30/04/2019
31/07/2019
31/08/2019
30/09/2019
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
17/12/2019
15/11/2019
10/02/2020
17/08/2020
17/08/2020
17/08/2020
09/10/2020
17/11/2020
26/12/2020
01/01/2021
13/01/2021
26/01/2021
09/02/2021
16/02/2021
25/04/2021
22/06/2021
29/06/2021
Grand total
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Replaced/
(cancelled)
Expired/
forfeited/
other*
Balance at
the end of
the year
27/02/2024
30/03/2024
29/04/2024
30/07/2024
30/08/2024
29/09/2024
06/08/2025
06/08/2025
06/08/2025
14/12/2022
21/11/2024
26/11/2024
03/12/2024
01/01/2025
25/05/2025
10/05/2025
09/06/2025
11/06/2025
30/06/2025
01/07/2025
06/07/2025
20/07/2025
26/08/2025
22/09/2025
13/10/2025
17/12/2024
15/11/2024
10/02/2025
17/08/2025
17/08/2025
17/08/2025
09/01/2026
17/11/2025
26/12/2025
01/01/2026
13/01/2026
26/01/2026
09/02/2026
16/02/2026
25/04/2026
22/06/2026
29/06/2026
$0.8000
$0.8000
$0.8000
$0.8000
$0.8000
$0.8000
$0.3700
$0.4400
$0.5000
$0.8000
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$1.0000
$0.8000
$1.0000
$0.3700
$0.4400
$0.5000
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,314,963
2,314,963
2,314,955
845,156
55,664
25,781
54,688
25,781
42,969
22,266
31,641
55,078
70,703
117,188
25,781
22,266
19,922
29,297
175,000
24,000
50,000
50,000
951,672
951,672
951,672
35,156
15,234
18,750
4,883
37,500
28,125
32,813
33,984
14,531
51,564
22,266
38,086
19,336
14,942
10,644
163,184
9,375
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(14,942)
-
-
-
(47,921)
(47,921)
(47,920)
-
-
-
-
-
-
(22,266)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
38,086
19,336
-
10,644
163,184
9,375
2,267,042
2,267,042
2,267,035
845,156
55,664
25,781
54,688
25,781
42,969
-
31,641
55,078
70,703
117,188
25,781
22,266
19,922
29,297
175,000
24,000
50,000
50,000
951,672
951,672
951,672
35,156
15,234
18,750
4,883
37,500
28,125
32,813
33,984
14,531
51,564
22,266
14,302,403 11,837,884
-
(2,056,655) 24,083,632
Weighted average exercise price
$1.1220
$0.4680
$2.3020
$1.0470
$0.6410
63
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 32. Share-based payments (continued)
2020
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Expired/
forfeited/
other*
Consolidation
Balance at
the end of
the year
14/04/2015
21/12/2016
22/05/2017
01/07/2017
01/07/2017
01/07/2017
16/07/2017
16/07/2017
16/07/2017
24/07/2017
24/07/2017
24/07/2017
07/08/2017
07/08/2017
07/08/2017
14/12/2017
14/12/2017
14/12/2017
14/12/2017
08/01/2018
08/01/2018
08/01/2018
24/02/2018
28/02/2018
01/04/2018
01/04/2018
01/04/2018
01/04/2018
29/04/2019
29/04/2019
29/04/2019
30/04/2018
30/04/2018
30/04/2018
30/04/2018
31/07/2018
31/07/2018
31/07/2018
31/07/2018
Subtotal
14/04/2020
29/11/2021
22/05/2022
17/05/2022
17/05/2022
17/05/2022
16/07/2022
16/07/2022
16/07/2022
24/07/2022
24/07/2022
24/07/2022
07/08/2022
07/08/2022
07/08/2022
22/05/2022
22/05/2022
22/05/2022
10/01/2023
07/01/2023
07/01/2023
07/01/2023
23/02/2023
27/02/2023
31/03/2023
31/03/2023
31/03/2023
31/03/2023
28/04/2024
28/04/2024
28/04/2024
29/04/2023
29/04/2023
29/04/2023
29/04/2023
30/07/2023
30/07/2023
30/07/2023
30/07/2023
500,000
$3.7500
-
$2.0000
5,000,000
$0.8000
4,765,377
$0.8000
588,459
$1.2000
$1.6000
1,176,918
$0.8000 17,366,478
4,455,493
$1.2000
8,910,986
$1.6000
8,951,563
$0.8000
2,650,521
$1.2000
5,301,042
$1.6000
480,202
$0.8000
480,202
$1.2000
$1.6000
960,404
$0.8000 28,232,956
$1.2000
9,410,985
$1.6000 18,821,970
$1.0000
-
1,920,810
$0.8000
1,920,810
$1.2000
3,841,620
$1.6000
300,000
$0.8000
300,000
$0.8000
1,599,346
$0.8000
1,441,477
$1.2000
1,915,079
$1.6000
1,441,477
$2.4000
480,202
$0.8000
480,202
$1.2000
960,404
$1.6000
-
$0.8000
-
$1.2000
-
$1.6000
-
$2.4000
-
$0.8000
-
$1.2000
-
$1.6000
-
$2.4000
134,654,983
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
97,656
97,656
97,656
97,656
205,078
205,078
205,078
205,078
(688,500)
(449,550)
(4,500,000)
(4,288,839)
(529,613)
(1,059,226)
(15,629,830)
(4,009,944)
(8,019,887)
(8,056,407)
(2,385,469)
(4,770,938)
-
-
-
(25,409,660)
(8,469,887)
(16,939,773)
(3,600,000)
(1,728,729)
(1,728,729)
(3,457,458)
(270,000)
(270,000)
(1,370,857)
(1,228,775)
(1,655,015)
(1,228,775)
-
-
-
(87,890)
(87,890)
(87,890)
(87,890)
(184,570)
(184,570)
(184,570)
(184,570)
1,210,936 (122,835,701)
188,500
499,500
-
-
-
-
-
-
-
-
-
-
(480,202)
(480,202)
(960,404)
-
-
-
4,000,000
-
-
-
-
-
(76,172)
(76,172)
(76,172)
(76,172)
(480,202)
(480,202)
(960,404)
-
-
-
-
-
-
-
-
-
49,950
500,000
476,538
58,846
117,692
1,736,648
445,549
891,099
895,156
265,052
530,104
-
-
-
2,823,296
941,098
1,882,197
400,000
192,081
192,081
384,162
30,000
30,000
152,317
136,530
183,892
136,530
-
-
-
9,766
9,766
9,766
9,766
20,508
20,508
20,508
20,508
541,696 13,571,914
64
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 32. Share-based payments (continued)
2020
(continued)
Grant date
31/12/2018
31/12/2018
31/12/2018
31/12/2018
28/02/2019
28/02/2019
28/02/2019
28/02/2019
31/03/2019
31/03/2019
31/03/2019
31/03/2019
30/04/2019
30/04/2019
30/04/2019
30/04/2019
31/07/2019
31/07/2019
31/07/2019
31/07/2019
31/08/2019
31/08/2019
31/08/2019
31/08/2019
30/09/2019
30/09/2019
30/09/2019
30/09/2019
18/03/2019
18/03/2019
18/03/2019
18/03/2019
17/06/2019
17/06/2019
17/06/2019
17/06/2019
23/10/2019
23/10/2019
23/10/2019
23/10/2019
16/01/2020
Grand total
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Expired/
forfeited/
other*
Consolidation
Balance at
the end of
the year
30/12/2023
30/12/2023
30/12/2023
30/12/2023
27/02/2024
27/02/2024
27/02/2024
27/02/2024
30/03/2024
30/03/2024
30/03/2024
30/03/2024
29/04/2024
29/04/2024
29/04/2024
29/04/2024
30/07/2024
30/07/2024
30/07/2024
30/07/2024
30/08/2024
30/08/2024
30/08/2024
30/08/2024
29/09/2024
29/09/2024
29/09/2024
29/09/2024
18/03/2019
18/03/2020
18/03/2021
18/03/2022
16/06/2024
16/06/2024
16/06/2024
16/06/2024
22/10/2024
22/10/2024
22/10/2024
22/10/2024
16/01/2024
$0.8000
$1.2000
$1.6000
$2.4000
$0.8000
$1.2000
$1.6000
$2.4000
$0.8000
$1.2000
$1.6000
$2.4000
$0.8000
$1.2000
$1.6000
$2.4000
$0.8000
$1.2000
$1.6000
$2.4000
$0.8000
$1.2000
$1.6000
$2.4000
$0.8000
$1.2000
$1.6000
$2.4000
$0.4500
$0.4500
$0.4500
$0.4500
$0.4500
$0.4500
$0.4500
$0.4500
$0.8000
$0.8000
$0.8000
$0.8000
$0.4500
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
134,654,983
(63,282)
70,313
(63,282)
70,313
(63,282)
70,313
(63,282)
70,313
(114,258)
126,953
(114,258)
126,953
(114,258)
126,953
(114,258)
126,953
(58,008)
64,453
(58,008)
64,453
(58,008)
64,453
(58,008)
64,453
(44,825)
49,805
(44,825)
49,805
(44,825)
49,805
(44,825)
49,805
(31,933)
35,481
(31,933)
35,481
(31,933)
35,481
(31,933)
35,481
(489,551)
543,945
(489,551)
543,945
(489,551)
543,945
(489,551)
543,945
(298,125)
331,250
(28,125)
31,250
(28,125)
31,250
(28,125)
31,250
(112,500)
125,000
(112,500)
125,000
(112,500)
125,000
(112,500)
125,000
(112,500)
125,000
(112,500)
125,000
(112,500)
125,000
(112,500)
125,000
(56,250)
62,500
(56,250)
62,500
(56,250)
62,500
(56,250)
62,500
2,066,115
-
8,515,851 (127,550,629)
-
7,031
-
7,031
-
7,031
-
7,031
-
12,695
-
12,695
-
12,695
-
12,695
-
6,445
-
6,445
-
6,445
-
6,445
-
4,980
-
4,980
-
4,980
-
4,980
-
3,548
-
3,548
-
3,548
-
3,548
-
54,394
-
54,394
-
54,394
-
54,394
-
33,125
-
3,125
-
3,125
-
3,125
-
12,500
-
12,500
-
12,500
-
12,500
-
12,500
-
12,500
-
12,500
-
12,500
-
6,250
-
6,250
-
6,250
-
6,250
(1,859,503)
206,612
(1,317,807) 14,302,398
Weighted average exercise price
$1.1410
$1.0770
$1.1360
$2.1260
$1.1220
*
Represents a correction for options which were issued under the share option plan in prior periods but which
were not included in the above table in prior periods.
65
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 32. Share-based payments (continued)
Set out below are the options exercisable at the end of the financial year:
Grant Date
21/12/2016
22/05/2017
01/07/2017
16/07/2017
24/07/2017
14/12/2017
08/01/2018
24/02/2018
28/02/2018
01/04/2018
31/08/2019
30/04/2018
30/04/2018
31/07/2018
31/12/2018
28/02/2019
31/03/2019
30/04/2019
18/03/2019
18/03/2019
17/06/2019
23/10/2019
16/01/2020
30/09/2019
18/03/2019
01/07/2017
16/07/2017
14/12/2017
08/01/2018
01/04/2018
31/07/2018
28/02/2019
31/03/2019
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
17/12/2019
15/11/2019
10/02/2020
Expiry Date
29/11/2021
22/05/2022
17/05/2022
16/07/2022
24/07/2022
22/05/2022
07/01/2023
23/02/2023
27/02/2023
31/03/2023
30/08/2024
29/04/2023
29/04/2023
30/07/2023
30/12/2023
27/02/2024
30/03/2024
29/04/2024
18/03/2019
18/03/2020
16/06/2024
22/10/2024
16/01/2024
29/09/2024
18/03/2021
17/05/2022
16/07/2022
22/05/2022
07/01/2023
31/03/2023
30/07/2023
27/02/2024
30/03/2024
14/12/2022
21/11/2024
26/11/2024
03/12/2024
01/01/2025
25/05/2025
09/06/2025
11/06/2025
30/06/2025
17/12/2024
15/11/2024
10/02/2025
2021
2020
Number
Number
49,950
500,000
476,538
1,736,648
-
3,223,296
192,081
30,000
30,000
131,341
54,395
-
-
13,184
-
12,695
6,445
3,548
12,500
12,500
37,500
12,500
206,612
33,125
12,500
176,538
1,336,648
2,823,296
576,243
277,374
13,184
12,695
6,445
845,156
13,916
6,445
13,672
6,445
10,742
7,910
13,769
17,675
12,000
25,000
25,000
49,950
500,000
653,076
2,627,747
1,425,260
6,046,592
384,162
30,000
30,000
336,210
-
9,766
9,766
20,508
7,031
12,695
6,445
4,981
12,500
12,500
25,000
6,250
206,612
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
13,007,511 12,417,051
The weighted average remaining contractual life of options outstanding at the end of the financial year was 2.49
years (2020: 2.14 years).
66
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 32. Share-based payments (continued)
For the options granted during the current financial year, the valuation model inputs used to determine the fair value
at the grant date, are as follows:
Grant date
Expiry date
06/08/2020
06/08/2020
06/08/2020
17/08/2020
17/08/2020
17/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
09/10/2020
17/11/2020
26/12/2020
01/01/2021
26/01/2021
13/01/2021
09/02/2021
16/02/2021
25/04/2021
17/12/2019
15/11/2019
10/02/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2020
06/08/2025
06/08/2025
06/08/2025
17/08/2025
17/08/2025
17/08/2025
14/12/2022
21/11/2024
26/11/2024
03/12/2024
01/01/2025
10/05/2025
25/05/2025
09/06/2025
11/06/2025
30/06/2025
01/07/2025
06/07/2025
20/07/2025
26/08/2025
22/09/2025
13/10/2025
09/01/2026
17/11/2025
26/12/2025
01/01/2026
26/01/2026
13/01/2026
09/02/2026
16/02/2026
25/04/2026
17/12/2024
15/11/2024
10/02/2025
22/05/2022
17/05/2022
16/07/2022
08/01/2023
01/04/2023
31/07/2023
31/12/2023
31/03/2024
28/02/2024
30/04/2024
31/07/2024
31/08/2024
30/09/2024
Share price
at grant date
Exercise
price
Expected
volatility
Dividend
Risk-free
yield
interest rate
Fair value at
grant date
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
75.00%
$0.3120
$0.3120
$0.3120
$0.3420
$0.3420
$0.3420
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.4050
$0.3360
$0.3250
$0.3170
$0.3850
$0.3290
$0.3860
$0.3860
$0.2790
$0.9260
$0.7580
$0.7060
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3120
$0.3700
$0.4400
$0.5000
$0.3700
$0.4400
$0.5000
$0.8000
$0.4368
$0.4368
$0.4368
$0.4368
$0.4368
$0.4368
$0.4368
$0.4368
$0.4368
$0.4368
$0.4368
$0.4368
$0.4368
$0.4368
$0.4368
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$0.4400
$1.0000
$0.8000
$1.0000
$0.8000
$0.8000
$0.8000
$0.8000
$0.8000
$0.8000
$0.8000
$0.8000
$0.8000
$0.8000
$0.8000
$0.8000
$0.8000
67
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.3900%
0.3900%
0.3900%
0.4400%
0.4400%
0.4400%
0.3900%
0.3900%
0.3900%
0.3900%
0.3900%
0.3900%
0.3900%
0.3900%
0.3900%
0.3900%
0.3900%
0.3900%
0.3900%
0.3900%
0.3900%
0.3900%
0.2950%
0.3200%
0.3500%
0.3350%
0.3800%
0.3950%
0.4050%
0.4500%
0.7150%
0.8200%
0.8500%
0.7650%
0.2550%
0.2550%
0.2550%
0.2550%
0.2650%
0.2650%
0.2650%
0.3280%
0.3280%
0.3280%
0.3280%
0.3280%
0.3280%
$0.1760
$0.1670
$0.1580
$0.2010
$0.1880
$0.1800
$0.0620
$0.1540
$0.1540
$0.1540
$0.1560
$0.1620
$0.1630
$0.1640
$0.1640
$0.1650
$0.1650
$0.1650
$0.1660
$0.1670
$0.1690
$0.1700
$0.2420
$0.1830
$0.1750
$0.1690
$0.2220
$0.1790
$0.2230
$0.2230
$0.1430
$0.5480
$0.4520
$0.3780
$0.0520
$0.0430
$0.0480
$0.0480
$0.0700
$0.0790
$0.0890
$0.0960
$0.0930
$0.0980
$0.1040
$0.1060
$0.1080
Total Brain Limited
Notes to the financial statements
30 June 2021
Note 32. Share-based payments (continued)
It is noted that some of the options in the above table have Grant dates that relate to prior reporting periods. The
relating share-based payment expense in relation to these options has been recognised in the current reporting
period only.
Any effect on prior period share-based payment expense has been considered immaterial by management.
Note 33. Events after the reporting period
On 12 July 2021, the bank loan granted to the Group on 12 May 2020 of $1,017,191 was forgiven.
On 21 July 2021, the Group received commitments from eligible investors to raise capital. The capital raising
comprised (i) $2,500,000 received from 9,615,378 shares issued on 29 July 2021 at $0.26 per share (Placement),
and (ii) $4,022,712 received relating to 15,471,969 share issued pertaining to a 1 for 7 non-renounceable entitlement
offer at $0.26 per share which closed on 19 August 2021 (Entitlement Offer). Participant in both the Placement and
Entitlement Offer received 1 free attaching option for every 2 new shares issued. The Options have an exercise price
of $0.36 and expire 12 months from the date of issue.
During July and August 2021, $669,119 of the shareholders loans owing as at 30 June 2021 were repaid.
The consequences of the Coronavirus (COVID-19) pandemic are continuing to be felt around the world, and its
impact on the Group, if any, has been reflected in its published results to date. Whilst it would appear that control
measures and related government policies have started to mitigate the risks caused by COVID-19, it is not possible
at this time to state that the pandemic will not subsequently impact the Group's operations going forward. The Group
now has experience in the swift implementation of business continuation processes should future lockdowns of the
population occur, and these processes continue to evolve to minimise any operational disruption. Management
continues to monitor the situation both locally and internationally.
No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly
affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
68
Total Brain Limited
Directors' declaration
30 June 2021
In the directors' opinion:
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards,
the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued
by the International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30
June 2021 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Dr Evian Gordon
Chairman
27 August 2021
69
Level 18, 145 Ann Street
Brisbane QLD 4000
Correspondence to:
GPO Box 1008
Brisbane QLD 4001
T +61 7 3222 0200
E info.qld@au.gt.com
W www.grantthornton.com.au
Independent Auditor’s Report
To the Members of Total Brain Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Total Brain Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss
and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows
for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting
policies, and the Directors’ Declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
a giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its performance for the year
ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and
the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 2 in the financial statements, which indicates that the Group incurred a net loss of $8,316,773
during the year ended 30 June 2021, and net operating cash outflows of $7,162,713 for the year. As stated in Note 2, these
events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast
doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material uncertainty related to going concern section, we have determined the
matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How our audit addressed the key audit matter
Revenue recognition (Note 5)
The Group has recognised $3.7 million of revenue during the
period
AASB 15 Revenue from Contracts with Customers requires
companies to assess revenue recognition using a five step
model focusing on meeting performance obligations.
This area is a key audit matter due to the judgement required
in assessing revenue recognition and the presumed increased
level of risk in relation to revenue recognition, particularly for
Total Brain Limited given the focus by stakeholders on
revenue growth.
Our procedures included, amongst others:
Understanding and documenting the key processes and
controls relied upon to record revenue;
Reviewing revenue recognition policies and Management’s
assessment of the application of the five step model under
AASB 15;
Performing cut-off testing to assess whether revenue has
been recorded in the correct period by inspecting
supporting documentation;
Analytically reviewing revenue values and associated
ratios, with any items outside of the audit expectations
investigated further;
Sampling revenue transactions statistically from the general
ledger and testing whether revenue recognition is
appropriate by agreeing through to a sales contract,
assessing the identification of performance obligations and
variable considerations, and evaluating the timing of
revenue recognition; and
Evaluating the adequacy of the related disclosures in the
financial report.
Intangibles Impairment (Note 13)
The Group has internally generated intangible assets primarily
consisting of research databases and technology platforms,
totalling $17 million as at 30 June 2021.
AASB 136 Impairment of Assets requires that an entity shall
assess (at least annually) whether there is any indication that
its finite life assets may be impaired. If impairment indicators
are present, the entity is required to undertake impairment
testing to determine whether the relevant carrying amount is in
excess of the recoverable amount.
Our procedures included, amongst others:
Obtaining Management’s impairment model and testing the
mathematical accuracy;
Assessing the methodology used by Management against
the requirements of AASB 136;
Assessing Management’s determination of the Group’s
CGUs based on our understanding of the business and the
requirements of AASB 136;
For indefinite life intangible assets or for intangible assets that
are not yet available for use, an annual impairment test is
required.
Evaluating the appropriateness of key assumptions and
inputs used in the calculations, by obtaining corroborating
evidence;
The Group has both indefinite and finite life intangible assets
that have prima facie indicators of impairment, and hence
impairment testing is required for all intangible assets
This area is a key audit matter due to the inherent subjectivity
involved in Management’s judgements in estimating the
recoverable amount as part of evaluating potential impairment.
Undertaking a sensitivity analysis on key inputs;
Performing an assessment of replacement cost in relation
to key asset groups in considering if the current carrying
value is reasonable and supportable; and
Evaluating the adequacy of the disclosures relating to
intangible assets in the financial report.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included in the
Group’s annual report for the year ended 30 June 2021, but does not include the financial report and our auditor’s report
thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors
determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material
misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.Auditor’s
responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing
Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance
Standards Board website at: https://www.auasb.gov.au/auditors_responsibilites/ar1_2020.pdf. This description forms part of
our auditor’s report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 15 to 21 of the Directors’ report for the year ended 30 June
2021.
In our opinion, the Remuneration Report of Total Brain Limited, for the year ended 30 June 2021 complies with section
300A of the Corporations Act 2001.
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report,
based on our audit conducted in accordance with Australian Auditing Standards.
Grant Thornton Audit Pty Ltd
Chartered Accountants
CDJ Smith
Partner – Audit & Assurance
Brisbane, 27 August 2021
Total Brain Limited
Shareholder information
30 June 2021
The shareholder information set out below was applicable as at 19 August 2021.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Ordinary shares
Options over
ordinary
shares
Number
of holders
number of
shares
issued
Number
of holders
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Equity security holders
72,988
135
1,004,482
368
180
1,419,023
362 13,156,044
115 117,738,594
1,160 133,391,131
284
-
93
29
14
104
39
279
-
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA
STUTTGART PTY LTD
CS THIRD NOMINEES PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD
INVIA CUSTODIAN PTY LIMITED
ZOLTAN VARGA
MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTY LTD
MR DAVID A DAGLIO
LIMITLESS VENTURES
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
DR EVIAN GORDON
BAXTER MANOR PTY LTD
C & K BOTHWELL PTY LTD
DBPC GROUP FINANCE PTY LTD
CEYX HOLDINGS PTY LTD
MR SRI SHANKAR KUMARASIRI
MRS DIANE COLMAN
CEYX INVESTMENTS PTY LTD
74
Ordinary shares
% of total
Number held
33,786,452
17,399,012
6,985,006
4,978,562
4,227,283
4,159,065
2,922,642
2,564,103
2,294,450
1,453,349
1,442,307
1,154,910
1,124,025
1,107,692
1,054,109
1,025,000
1,000,000
985,714
900,000
800,000
shares
issued
25.33
13.04
5.24
3.73
3.17
3.12
2.19
1.92
1.72
1.09
1.08
0.87
0.84
0.83
0.79
0.77
0.75
0.74
0.67
0.60
91,363,681
68.49
Total Brain Limited
Shareholder information
30 June 2021
Unquoted equity securities
Options over ordinary shares issued
The following person holds 20% or more of unquoted equity securities:
Number
on issue
Number
of holders
41,733,919
279
Name
Louis Gagnon
Class
Unlisted options
Number held
8,848,490
Substantial holders
Substantial holders in the Company are set out below:
MR DAVID TORRIBLE
ZOLTAN VARGA
MR DAVID A DAGLIO
Ordinary shares
% of total
shares
issued
Number held
7,370,793
21,842,679
8,403,529
5.53
18.52
6.30
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.
75
ANNUAL REPORT
Year Ended 30 June 2021
ir@totalbrain.com
totalbrain.com
ASX: TTB ABN 24 094 069 682
76