EXHIBIT 99.3
Published on December 26, 2007
Exhibit 99.3
Company No: 2493812
MIMOTOPES PTY LTD
ACN 090 841 286
Financial Report for the 7 months ended 31 January 2007
CONTENTS
Page | ||
Income Statement |
3 | |
Balance Sheet |
4 | |
Cash Flow Statement |
5 | |
Notes to the Financial Statements |
6 | |
Independent Audit Report |
20 |
MIMOTOPES PTY LTD
DIRECTORS DECLARATION
The directors have determined that the company is not a reporting entity and that this special purpose financial report should be prepared in accordance with the accounting policies described in Note 1 to the financial statements
1 | The financial statements and notes, as set out on pages 3 to 18, are in accordance with the Corporations Act 2001: |
(a) | comply with Accounting Standards as described in Note 1 to the financial statements and the Corporations Regulations 2001; and |
(b) | give a true and fair view of the companys financial position as at 31 January 2007 and of the performance for the seven months then ended in accordance with the accounting policies described in Note 1 to the financial statements |
2 | In the directors opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable |
This declaration is made in accordance with a resolution of the Board of Directors
Paul DSylva |
Director |
Dated this 21st day of December 2007 |
MIMOTOPES PTY LTD
INCOME STATEMENT
For the 7 months ended 31 January 2007
7 Months ended 31 January 2007 |
|||||
Note | $ | ||||
Revenue |
2 | 2,646,222 | |||
Interest income |
306 | ||||
Raw materials and consumables used |
(703,391 | ) | |||
Employee benefits expense |
(1,224,499 | ) | |||
Depreciation expense |
(182,824 | ) | |||
Other expenses |
3 | (779,300 | ) | ||
(Loss) before income tax expense |
(243,486 | ) | |||
Income tax expense |
4 | 80,085 | |||
(Loss) after income tax expense |
(163,401 | ) | |||
The accompanying notes form part of these financial statements
MIMOTOPES PTY LTD
BALANCE SHEET
As at 31 January 2007
As at 31 January 2007 |
||||||
Note | $ | |||||
CURRENT ASSETS |
||||||
Cash and cash equivalents |
12 | (a) | 138,436 | |||
Trade and other receivables |
5 | 844,474 | ||||
Inventory |
25,818 | |||||
Other current assets |
6 | 18,645 | ||||
TOTAL CURRENT ASSETS |
1,027,373 | |||||
NON CURRENT ASSETS |
||||||
Property, plant and equipment |
7 | 2,841,002 | ||||
TOTAL NON CURRENT ASSETS |
2,841,002 | |||||
TOTAL ASSETS |
3,868,375 | |||||
CURRENT LIABILITIES |
||||||
Trade and other payables |
8 | 365,807 | ||||
Employee benefits |
9 | 131,999 | ||||
Short-term borrowings |
10 | 4,296 | ||||
TOTAL CURRENT LIABILITIES |
502,102 | |||||
NON CURRENT LIABILITIES |
||||||
Employee benefits |
9 | 7,403 | ||||
Long-term borrowings |
10 | 1,095,092 | ||||
Deferred tax liabilities |
845,705 | |||||
TOTAL NON CURRENT LIABILITIES |
1,948,200 | |||||
TOTAL LIABILITIES |
2,450,302 | |||||
NET ASSETS |
1,418,073 | |||||
CONTRIBUTED EQUITY |
||||||
Contributed equity |
11 | 1 | ||||
Reserves |
2,160,175 | |||||
Retained earnings |
(742,103 | ) | ||||
TOTAL EQUITY |
1,418,073 | |||||
The accompanying notes form part of these financial statements
MIMOTOPES PTY LTD
CASH FLOW STATEMENT
For the 7 Months ended 31 January 2007
7 Months ended 31 January 2007 |
||||||
Note | $ | |||||
Cash flows from operating activities |
||||||
Receipts from customers |
2,418,240 | |||||
Payments to suppliers and employees |
(2,408,512 | ) | ||||
Interest received |
306 | |||||
Net cash used in operating activities |
12 | (b) | 10,034 | |||
Cash flows from investing activities |
||||||
Payments for plant and equipment |
(23,349 | ) | ||||
Net Cash used in investing activities |
(23,349 | ) | ||||
Cash flows from financing activities |
||||||
Proceeds from related party loans |
| |||||
Net cash provided by financing activities |
| |||||
Net Increase/ (decrease) in cash held |
(13,315 | ) | ||||
Cash held at the beginning of the financial year |
151,751 | |||||
Cash held at the end of the financial year |
12 | (a) | 138,436 | |||
The accompanying notes form part of these financial statements
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the 7 months ended 31 January 2007
1. | STATEMENT OF ACCOUNTING POLICIES |
(a) | Basis of Presentation |
The consolidated financial information of Mimotopes Pty Ltd includes the accounts of the Company and its wholly owned subsidiary Mimotopes UK Plc and Mimotopes France. . All significant intercompany accounts and transactions have been eliminated on consolidation. The financial information has been presented in Australian Dollars (AUD).
The financial information has been prepared in accordance with the recognition and measurement requirements of all Australian Accounting Standards (including Australian Accounting Interpretations).
With the exception of AASB 1031: Materiality, the financial information does not include the disclosure requirements of any Australian Accounting Standards.
The financial information is presented in Australian dollars, which is also the companys functional currency.
Historical cost conventionthis financial information have been prepared under the historical cost convention, as modified by the revaluation of certain non-current assets. Non-current assets are stated at the lower of carrying amount and fair value.
The financial report has been prepared on the basis of accounting principles applicable to a going concern, which assumes the commercial realisation of the future potential of the Companys assets and the discharge of their liabilities in the normal course of business.
(i) | Going Concern |
The financial report has been prepared on a going concern basis. The ability of the Company to continue as a going concern and meet its debts as and when they fall due is dependent on the continuing financial support of Commonwealth Biotechnologies Inc, the Companys ultimate parent entity.
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the 7 months ended 31 January 2007
1. | STATEMENT OF ACCOUNTING POLICIES (Cont.) |
CBI Limited has undertaken to provide to the Company, by letter dated 18 December 2007, financial support for 12 months from that, necessary to enable it to meet its debts resulting from its activities, as and when they fall due and not to call on loans advanced to the Company for repayment until the Company has sufficient funds to repay its secured and unsecured creditors.
Accordingly the Directors believe that the Company will continue as a going concern and have adopted that method of accounting in the preparation of the financial report.
(b) | Income Tax |
The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deducible temporary differences can be utilised.
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the 7 months ended 31 January 2007
1. | STATEMENT OF ACCOUNTING POLICIES (Cont.) |
(c) | Property, Plant and Equipment |
Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses.
The carrying amount of property, plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.
The Company recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Company and the cost of the item can be measured reliably. All other costs are recognised in the income statement as an expense as incurred.
Increases in the carrying amount of property, plant and equipment are credited to a revaluation reserve. Decreases that offset previous increases of the same asset are charged against fair value reserves directly in equity; all other decreases are charged to the income statement.
Depreciation
The depreciable amount of property, plant and equipment, is depreciated on a straight line basis over their useful lives to the Company commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset |
Depreciation Rate |
|
Leasehold improvements | 4.0% | |
Plant and equipment | 20-33% |
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
An assets carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or losses are included in the income statement. When revalued assets are sold, amounts in the revaluation reserve relating to that asset are transferred to retained earnings.
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the 7 months ended 31 January 2007
1. | STATEMENT OF ACCOUNTING POLICIES (Cont.) |
(d) | Impairment of Assets |
At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the assets fair value less costs to sell and value in use, is compared to the assets carrying value. Any excess of the assets carrying value over its recoverable amount is expensed to the income statement.
Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
(e) | Employee Benefits |
Provision is made for the Companys liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.
(f) | Leases |
Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership are classified as finance leases.
Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.
Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the months ended 31 January 2007
1. | STATEMENT OF ACCOUNTING POLICIES (Cont.) |
(g) | Cash and Cash Equivalents |
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts.
(h) | Revenue |
Revenue from the sale of goods is recognised upon delivery of goods to the customer.
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
All revenue is stated net of the amount of goods and services tax (GST).
(i) | Goods and Services Tax (GST) |
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST.
Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
Critical accounting estimates and judgments
The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company.
(j) | Comparative figure |
No comparative figures have been included within the financial statements as parent entity does not require this information for consolidation purposes.
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the 7 Months Ended 31 January 2007
7 Months Ended 31 January 2007 |
|||||
$ | |||||
2. | REVENUE | ||||
Operating activities: | |||||
Sale of goods |
2,646,222 | ||||
3. | OTHER EXPENSES | ||||
Travel | 19,342 | ||||
Maintenance | 78,985 | ||||
Service | 118,378 | ||||
Consulting | 75,731 | ||||
Insurance | 27,163 | ||||
Selling | 333,417 | ||||
Administration | 126,284 | ||||
779,300 | |||||
4. | TAX | ||||
Tax effect of loss before tax |
72,954 | ||||
Current year losses not recognized | (16,520 | ) | |||
Current year deferred tax asset not recognized | (1,996 | ) | |||
Prior year non recognition of deferred tax liability recognized | 25,657 | ||||
80,085 |
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the 7 Months Ended 31 January 2007
As at 31 January 2007 |
|||||
$ | |||||
5. | TRADE AND OTHER RECEIVABLES | ||||
Trade debtors | 826,977 | ||||
Provision for doubtful debts | (6,000 | ) | |||
820,977 | |||||
GST receivables | 11,686 | ||||
Other related parties | |||||
Other debtors | 11,811 | ||||
23,497 | |||||
844,474 | |||||
6. | INVENTORY | ||||
Chemicals used in production | 25,818 | ||||
7. | OTHER CURRENT ASSETS | ||||
Prepayments |
18,645 | ||||
8. | PROPERTY, PLANT AND EQUIPMENT | ||||
Plant and equipment | |||||
Cost |
87,451 | ||||
Independent valuation (December 2005) |
1,185,965 | ||||
Accumulated depreciation |
(280,956 | ) | |||
992,460 | |||||
Leasehold improvements | |||||
Independent valuation (December 2005) |
1,900,000 | ||||
Accumulated depreciation |
(51,458 | ) | |||
1,848,542 | |||||
2,841,002 | |||||
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the 7 Months Ended 31 January 2007
As at 31 January $ |
||||
9. | TRADE AND OTHER PAYABLES | |||
CURRENT | ||||
Trade creditors and accruals | 363,255 | |||
Sundry creditors | 2,552 | |||
365,807 | ||||
10. | PROVISIONS | |||
SHORT-TERM | ||||
Provision for employee benefits | 131,999 | |||
LONG-TERM | ||||
Provision for employee benefits | 7,403 | |||
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the 7 Months Ended 31 January 2007
As at 31 January 2007 |
||||||
$ | ||||||
11. | BORROWINGS | |||||
SHORT-TERM | ||||||
Intercompany payable |
(a) | 1,083,784 | ||||
Hire purchase creditors |
4,296 | |||||
1,088,080 | ||||||
LONG-TERM | ||||||
Hire purchase creditors |
11,308 | |||||
(a) Subsequent to year end, in accordance with the terms of the Stock Purchase Agreement between Commonwealth Biotechnologies Inc. and Pharmaust Ltd, Mimotopes Pty Ltd was relieved of its obligation to pay the outstanding loan account due to the seller. |
||||||
12. | CONTRIBUTED EQUITY | |||||
Fully paid ordinary shares |
1 | |||||
Pharmaust Limited holds the sole ordinary share. | ||||||
13. | NOTES TO THE CASH FLOW STATEMENT | |||||
(a) Reconciliation of cash |
||||||
For the purpose of the cash flow statement, cash includes cash on hand and in banks and investments in money market instruments. Cash at the end of the financial period as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows: | ||||||
Cash at bank and on hand |
138,436 | |||||
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the 7 Months Ended 31 January 2007
As at 31 January 2007 |
|||||||
$ | |||||||
13. | NOTES TO THE CASH FLOW STATEMENT (CONT.) | ||||||
(b) | Reconciliation of net cash provided by operating activities to loss after tax | ||||||
Loss after tax | (163,401 | ) | |||||
Depreciation | 182,824 | ||||||
Movement in assets and liabilities | |||||||
Receivables |
(227,982 | ) | |||||
Inventory | (25,818 | ) | |||||
Sundry creditors and accruals |
221,025 | ||||||
Provisions |
23,386 | ||||||
Net cash used in operating activities | 10,034 | ||||||
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the 7 Months Ended 31 January 2007
As at 31 January 2007 |
|||||
$ | |||||
14. | RESERVES | ||||
Asset revaluation reserve | 3,085,965 | ||||
Less deferred tax liability | (925,790 | ) | |||
2,160,175 | |||||
15. | COMMITMENTS | ||||
Hire Purchase Liabilities | |||||
Payable not later than one year |
5,182 | ||||
Payable later than one year but not later than five years |
13,525 | ||||
Total payments |
18,707 | ||||
Less future finance charges |
(3,103 | ) | |||
Total hire purchase liabilities | 15,604 | ||||
Operating Lease Commitments | |||||
Non-cancellable operating leases contracted for but not capitalised in the financial statements | |||||
Payable not later than one year |
151,388 | ||||
Payable later than one year but not later than five years |
170,589 | ||||
Total operating lease commitments | 321,977 | ||||
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the 7 months ended 31 January 2007
16. | EVENTS SUBSEQUENT TO THE REPORTING DATE |
On 9 February 2007, Commonwealth Biotechnologies Inc. (NASDAQ Capital Market: CBTE) acquired all of the outstanding capital stock of the Company.
17. | CONTINGENT LIABILITIES |
There were no contingent liabilities at the reporting date.
18. | RECONCILIATION WITH US GAAP |
(a) | Reconciliation of Income Statement under AIFRS and US GAAP |
INCOME STATEMENT
For the 7 months ended 31 January 2007
31 January Audited |
Reconciliation Adjustments |
31 January US GAAP |
|||||||
$A | $A | $A | |||||||
Revenue |
2,646,222 | | 2,646,222 | ||||||
Other income |
306 | | 306 | ||||||
Raw materials and consumables used |
(703,391 | ) | | (703,391 | ) | ||||
Employee benefits expense |
(1,224,499 | ) | | (1,224,499 | ) | ||||
Depreciation expense |
(182,824 | ) | 168,247 | (14,577 | ) | ||||
Other expenses |
(779,300 | ) | | (779,300 | ) | ||||
Loss before income tax expense |
(243,486 | ) | 168,247 | (75,239 | ) | ||||
Income tax expense |
80,085 | (80,805 | ) | | |||||
Loss after income tax expense |
(163,401 | ) | 88,162 | (75,239 | ) |
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the 7 Months Ended 31 January 2007
18. | RECONCILIATION WITH US GAAP (Cont.) |
(b) | Reconciliation of Balance Sheet under AIFRS and US GAAP |
BALANCE SHEET
31 January Audited |
Reconciliation Adjustments Note 17b (i) |
31 January US GAAP |
|||||||
$A | $A | $A | |||||||
CURRENT ASSETS |
|||||||||
Cash and cash equivalents |
138,436 | | 138,436 | ||||||
Trade and other receivables |
870,292 | | 870,292 | ||||||
Other current assets |
18,645 | | 18,644 | ||||||
TOTAL CURRENT ASSETS |
1,027,373 | | 1,027,373 | ||||||
NON CURRENT ASSETS |
|||||||||
Property, plant and equipment |
2,841,002 | (2,773,505 | ) | 67,497 | |||||
TOTAL NON CURRENT ASSETS |
2,841,002 | (2,773,505 | ) | 67,497 | |||||
TOTAL ASSETS |
3,868,375 | (2,773,505 | ) | 1,094,870 | |||||
CURRENT LIABILITIES |
|||||||||
Trade and other payables |
365,807 | | 365,807 | ||||||
Short-term provisions |
131,999 | | 131,999 | ||||||
Short-term borrowings |
4,296 | | 4,296 | ||||||
TOTAL CURRENT LIABILITIES |
502,102 | | 502,102 | ||||||
NON CURRENT LIABILITIES |
|||||||||
Employee benefits |
7,403 | | 7,403 | ||||||
Long-term borrowings |
1,095,092 | | 1,095,092 | ||||||
Deferred tax liability |
845,705 | 845,705 | | ||||||
TOTAL NON CURRENT LIABILITIES |
1,948,200 | 845,705 | 1,102,495 | ||||||
TOTAL LIABILITIES |
2,450,302 | 845,705 | 1,604,597 | ||||||
NET ASSETS/(LIABILITIES) |
1,418,073 | (1,927,800 | ) | (509,727 | ) | ||||
CONTRIBUTED EQUITY |
|||||||||
Contributed equity |
1 | | 1 | ||||||
Reserves |
2,160,175 | (2,160,175 | ) | | |||||
Retained earnings |
(742,103 | ) | 232,375 | (509,728 | ) | ||||
TOTAL EQUITY/(DEFICIENCY) |
1,418,073 | (1,927,800 | ) | (509,727 | ) |
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the 7 Months Ended 31 January 2007
18. | RECONCILIATION WITH US GAAP (Cont.) |
(b) | Reconciliation of Balance Sheet under AIFRS and US GAAP (Cont.) |
Explanation of reconciliation adjustments
(i) | Property, plant and equipment |
The Company previously revalued certain of its buildings and plant and equipment. Any revaluation increments and decrements are included in the Companys reserves that form part of total equity. Revalued buildings and plant and equipment are depreciated over their estimated useful lives to the Company (land is not depreciated). The reserve is accounted for net of the deferred tax liability associated with the revaluation. Under US GAAP, revaluations of buildings and plant and equipment are not permitted. Accordingly, the net revaluation increment on buildings and plant and equipment and the depreciation charges on revalued buildings and plant and equipment are adjusted back to their historical cost for US GAAP purposes.
19. | COMPANY DETAILS |
The registered office and principal place of business of the Company is:
11 Duerdin Street
Clayton Victoria, 3168
BDO Kendalls Audit & | ||
Assurance (NSW-VIC) Pty Ltd | ||
The Rialto 525 Collins St | ||
Melbourne VIC 3000 | ||
GPO Box 4736 Melbourne VIC 3001 | ||
Phone 61 3 8320 2222 | ||
Fax 61 3 8320 2200 | ||
aa.melbourne@bdo.com.au | ||
www.bdo.com.au | ||
ABN 17 114 673 540 |
INDEPENDENT AUDITORS REPORT
To the members of Mimotopes Pty Limited
Report on the Financial Report
We have audited the accompanying financial report, being a special purpose financial report, of Mimotopes Pty Limited, which comprises the balance sheet as at 31 January 2007, and the income statement and cash flow statement for the seven months then ended a summary of significant accounting policies and other explanatory notes.
Directors Responsibility for the Financial Report
The directors of the company are responsible for the preparation and fair presentation of the financial report and have determined that the accounting policies described in Note 1 to the financial statements, which form part of the financial report are appropriate to meet the needs of the members. The directors responsibility also includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances
Auditors Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. No opinion is expressed as to whether the accounting policies used, as described in Note 1, are appropriate to meet the needs of the members. We conducted our audit in accordance with Australian and US Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
19 | BDO Kendalls is a national association of separate partnerships and entities |
The financial report has been prepared for distribution to members. We disclaim any assumption of responsibility for any reliance on this report or on the financial report to which it relates to any person other than the members, or for any purpose other than that for which it was prepared
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Independence
In conducting our audit, we have complied with the independence requirements of the Australian professional accounting bodies.
Auditors Opinion
In our opinion, the financial report presents fairly, in all material respects, the financial position of Mimotopes Pty Ltd as at 31 January 2007 and of its financial performance and its cash flows for the seven months ended 31 January 2007 in accordance with the accounting policies described in Note 1 to the financial statements
Significant Uncertainty Regarding Continuation as a Going Concern
Without qualification to the opinion expressed above, attention is drawn to the following matter. As a result of the matters described in Note 1(a) (i), there is significant uncertainty whether Mimotopes Pty Ltd will be able to continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at amounts stated in the financial report
BDO Kendalls Audit & Assurance (NSW-VIC) Pty Ltd |
|
Paul Carr |
Director |
Melbourne |
Dated the 21st day of December 2007 |
20
MIMOTOPES PTY LTD
ACN 090 841 286
Financial Report for the year ended 30 June 2006
CONTENTS
Directors Report
Auditors Independence Declaration
Independent Audit Report
Directors Declaration
Income Statement
Balance Sheet
Statement of Changes in Equity
Cash Flow Statement
Notes to the Financial Statements
MIMOTOPES PTY LTD
DIRECTORS REPORT
Your Directors present their report together with the financial report of the Company for the year ended 30 June 2006.
Directors
The names and qualifications of directors in office at any time during or since the end of the year are:
Mr Ron Deane (Chairman)
Qualifications and Experience:
Mr Deane has a distinguished career in the pharmaceutical and biotechnology industry. For over 20 years, he worked with CSL, where he became successively General Sales Manager, Marketing Director and then Group DirectorMarketing, with responsibility for all sales, marketing and distribution activities across the four operating Divisions of Bioplasma, Pharmaceutical, Veterinary and Diagnostics.
In 1986, he became Group Director Administration, controlling the Finance and Personnel functions.
He was then appointed Chief Executive Officer of CSLs new wholly-owned biotech company, Mimotopes Pty Ltd (www.mimotopes.com). When Mimotopes was acquired by Chiron and later by another US biotechnology company, MitoKor Inc, he was asked to stay on as CEO on each occasion. He was appointed Chief Business Officer for MitoKor in 2000 and worked in San Diego until his retirement in 2002.
Mr Deane also served as a non-executive director from May 2002, and Non-Executive Chairman of VRI Biomedical from May 2003, to October 2003.
Dr Paul DSylva
Qualifications and Experience:
Prior to 1 July 2005 when Dr DSylva joined the PharmAust Group as a full-time executive in the role of Managing Director of Mimotopes Pry Ltd before moving to PharmAust Limited Managing Director in October 2005, Dr DSylva served as the Director of Research and Development at Murdoch University (2001 2005). He has led the development of a number of successful research joint-venture institutes, companies and funds. He is a member of the Australian Institute of Company Directors and holds an appointment as an Adjunct Professor of Business at Murdoch University. Dr DSylva hold a PhD.
Dr Wayne Best
Qualifications and Experience:
Dr Best has over 20 years experience in synthetic and medicinal chemistry in academia, government and industry. After four years with ICI Australias Research Group in Melbourne, Dr Best returned to Western Australia and spent the ten years preceding the establishment of Epichem at the Chemistry Centre (WA) where he was responsible for the formation and running of the Medicinal and Biological Chemistry Section. Dr Best is a Fellow of the Royal Australian Chemical Institute and currently holds appointments as an Adjunct Associate Professor at both Murdoch University and The University of Western Australia. Dr Best holds the following Qualifications: BSc(Hons)., PhD., DIC.
1
MIMOTOPES PTY LTD
DIRECTORS REPORT (Cont.)
Principal Activity and Review of Operations
The principal activities of the Company during the year were the processing and sale of research-grade peptide products.
Operating Results
The loss of the Company after income tax was $860,931 for the year ended 30 June 2006 (2005:$2,800,043 unaudited).
Significant Changes in State Of Affairs
In the opinion of the Directors, there were no significant changes in the state of affairs of the Company that occurred during the financial period, not otherwise disclosed in these financial statements.
Events Subsequent to the end of the Financial Period
No matters or circumstances have arisen since the end of the financial period, that significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in subsequent financial years.
Future Developments
Likely developments in the operations of the Company and the expected results of those operations in future financial years have not been included in this report, as the inclusion of such information is likely to result in unreasonable prejudice to the Company.
Environmental Regulation
The Companys operations are not regulated by any significant environmental regulation under a Law of the Commonwealth or of a State or Territory.
Dividends
No dividends were declared or paid since the start of the financial year. No recommendation for payment of dividends has been made.
2
MIMOTOPES PTY LTD
DIRECTORS REPORT (Cont.)
Share Options
No options over issued shares or interests in the Company were granted during or since the end of the financial year and there were no options outstanding at the date of this report.
Directors Benefits
No director has received or has become entitled to receive, during or since the financial year, a benefit because of a contract made by the Company or related body corporate of a director, a firm which a director is a member or an entity in which a director has a substantial, financial interest.
Indemnifying Officer or Auditor
During the period the parent company did carry Directors and Officer Indemnity insurance (which covered the directors and officers of Mimotopes Pty Ltd). The premium for the policy is $23,040 per annum.
The Companys Constitution provides that except as may be prohibited by Sections 199A and 1998 of the Corporations Act every Officer, auditor or agent of the Company shall be indemnified out of the property of the Company against any liability incurred by him in his capacity as Officer, auditor or agent of the Company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings whether civil or criminal.
Proceedings on behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
Auditors Independence Declaration
A copy of the auditors independence declaration as required under section 307C of the Corporations Act 2001 is included within the financial statements.
Adoption of Australian equivalents to International Financial Reporting Standards
As a result of the introduction of Australian equivalents to lnternational Financial Reporting Standards (IFRS), the companys financial report has been prepared in accordance with those Standards. A reconciliation of adjustments arising on the transition to Australian equivalents to IFRS is included in Note 20 of the financial report.
Signed in accordance with a resolution of Directors
|
Paul DSylva |
Director |
Dated this 5th day of December 2006 |
3
AUDITORS INDEPENDENCE DECLARATION
TO THE DIRECTORS OF
MIMOTOPES PTY LTD
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2006 there have been:
(a) | no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and |
(b) | no contraventions of any applicable code of professional conduct in relation to the audit. |
RSM BIRD CAMERON PARTNERS | ||||
Chartered Accountants | ||||
|
||||
Perth, WA | S C CUBITT | |||
Dated: 5 December 2006 | Partner |
4
INDEPENDENT AUDIT REPORT
TO THE MEMBERS OF
MIMOTOPES PTY LTD
Scope
We nave audited the financial report of Mimotopes Pty Ltd for the year ended 30 June 2006, The Directors are responsible for the financial report. We have conducted an independent audit of the financial report in order to express an opinion on it to the members.
Our audit has been conducted in accordance with Australian Auditing Standards and United States Generally Accepted Auditing Standards to provide reasonable assurance whether the financial report is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with the Corporations Act 2001, including compliance with Accounting Standards and other mandatory financial reporting requirements in Australia, so as to present a view which is consistent with our understanding of the Companys financial position, the results of its operations and its cash flows.
The audit opinion expressed in this report has been formed on the above basis.
Qualification
The financial report for the year ended 30 June 2005 has not been audited, except for the balance sheet. Accordingly, we are not in a position to and do not express an opinion on the comparatives for 2005, except for the balance sheet.
Independence
In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.
5
Qualified Audit Opinion
In our opinion, except for the effects on the comparatives for 2005 of such adjustments, if any, as might have been determined to be necessary had the limitation on the scope of our work as discussed in the qualification paragraph not existed, the financial report of Mimotopes Pty Ltd is in accordance with:
(a) | the Corporations Act 2001, including: |
(i) | giving a true and fair view of the Companys financial position at 30 June 2006 and of its performance for the year ended on that date; and |
(ii) | complying with Accounting Standards in Australia and the Corporations Regulations 2001; and |
(b) | other mandatory financial reporting requirements in Australia. |
RSM BIRD CAMERON PARTNERS | ||||
Chartered Accountants | ||||
|
||||
Perth, WA | S C CUBITT | |||
Dated: 5 December 2006 | Partner |
6
MIMOTOPES PTY LTD
DIRECTORS DECLARATION
The Directors of the Company declare that:
1. | the financial statements and notes are in accordance with the Corporations Act 2001, including; |
(a) | comply with Accounting Standards and the Corporations Regulations 2001; and |
(b) | give a true and fair view of the financial position as at 30 Jane 2006 and of the performance for the year ended on that date. |
2. | in the Directors opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. |
This declaration is made in accordance with a resolution of the Board of Directors.
|
Paul DSylva |
Director |
Dated this 5th day of December 2006 |
7
MIMOTOPES PTY LTD
INCOME STATEMENT
For the year ended 30 June 2006
Note | 2006 $ |
2005 Unaudited $ |
||||||
Revenue |
2 | 4,008,315 | 5,381,317 | |||||
Other income |
2 | 9,185 | 46,244 | |||||
Raw materials and consumables used |
(539,296 | ) | (772,670 | ) | ||||
Employee benefits expense |
(2,201,696 | ) | (4,279,659 | ) | ||||
Depreciation expense |
(164,518 | ) | (469,279 | ) | ||||
Other expenses |
3 | (1,972,921 | ) | (2,705,996 | ) | |||
Loss before income tax expense |
(860,931 | ) | (2,800,043 | ) | ||||
Income tax (expense)/ benefit |
4 | | | |||||
Loss after income tax expense/ benefit |
(860,931 | ) | (2,800,043 | ) | ||||
The accompanying notes form part of these financial statements
8
MIMOTOPES PTY LTD
BALANCE SHEET
As at 30 June 2006
Note | 2006 $ |
2005 $ |
||||||
CURRENT ASSETS |
||||||||
Cash and cash equivalents |
12 | (a) | 151,751 | 619,873 | ||||
Trade and other receivables |
5 | 631,731 | 567,647 | |||||
Other current assets |
6 | 3,406 | 25,620 | |||||
TOTAL CURRENT ASSETS |
786,888 | 1,213,140 | ||||||
NON CURRENT ASSETS |
||||||||
Property, plant and equipment |
7 | 3,000,477 | 28,310 | |||||
TOTAL NON CURRENT ASSETS |
3,000,477 | 28,310 | ||||||
TOTAL ASSETS |
3,787,365 | 1,241,450 | ||||||
CURRENT LIABILITIES |
||||||||
Trade and other payables |
8 | 602,816 | 782,833 | |||||
Short-term provisions |
9 | 109,938 | 32,755 | |||||
Short-term borrowings |
10 | 3,050 | | |||||
TOTAL CURRENT LIABILITIES |
715,804 | 815,588 | ||||||
NON CURRENT LIABILITIES |
||||||||
Trade and other payables |
8 | 668,301 | 263,995 | |||||
Long-term provisions |
9 | 6,078 | 1,161 | |||||
Long-term borrowings |
10 | 11,442 | | |||||
TOTAL NON CURRENT LIABILITIES |
685,821 | 265,156 | ||||||
TOTAL LIABILITIES |
1,401,625 | 1,080,744 | ||||||
NET ASSETS |
2,385,740 | 160,706 | ||||||
CONTRIBUTED EQUITY |
||||||||
Contributed equity |
11 | 1 | 1 | |||||
Reserves |
2,941,752 | | ||||||
Retained earnings |
(556,013 | ) | 160,705 | |||||
TOTAL EQUITY |
2,385,740 | 160,706 | ||||||
The accompanying notes form part of these financial statements
9
MIMOTOPES PTY LTD
STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2006
Contributed $ |
Retained Earnings $ |
Asset $ |
Total $ |
|||||||||
2005 (Unaudited) |
||||||||||||
Balance at 1 July 2004 |
5,682,070 | (8,991,146 | ) | | (3,309,076 | ) | ||||||
Loss for the year |
| (2,800,043 | ) | | (2,800,043 | ) | ||||||
Shares issued |
6,269,825 | | | 6,269,825 | ||||||||
Cancellation of issued capital |
(11,951,894 | ) | 11,951,894 | | | |||||||
Balance at 30 June 2005 |
1 | 160,705 | | 160,706 | ||||||||
2006 |
||||||||||||
Balance at 1 July 2005 |
1 | 160,705 | | 160,706 | ||||||||
Loss for the year |
| (860,931 | ) | (860,931 | ) | |||||||
Revaluation increment |
| | 3,085,965 | 3,085,965 | ||||||||
Depreciation of revalued assets |
| 144,213 | (144,213 | ) | | |||||||
Balance at 30 June 2006 |
1 | (556,013 | ) | 2,941,752 | 2,385,740 | |||||||
Description of Reserves
Asset Revaluation Reserve
The asset revaluation reserve records the revaluation of property, plant and equipment.
The accompanying notes form part of these financial statements
10
MIMOTOPES PTY LTD
CASH FLOW STATEMENT
For the year ended 30 June 2006
Note | 2006 $ |
2005 $ |
|||||||
Cash flows from operating activities |
|||||||||
Receipts from customers |
3,952,656 | 5,399,871 | |||||||
Payments to suppliers and employees |
(4,789,608 | ) | (9,494,386 | ) | |||||
Interest received |
751 | 7,390 | |||||||
Net cash used in operating activities |
12 | (b) | (836,201 | ) | (4,087,125 | ) | |||
Cash flows from investing activities |
|||||||||
Repayment of hire purchase creditors |
(3,937 | ) | | ||||||
Payments for plant and equipment |
(32,290 | ) | (47,178 | ) | |||||
Net cash used in investing activities |
(36,227 | ) | (47,178 | ) | |||||
Cash flows from financing activities |
|||||||||
Equity from related party |
| 6,269,825 | |||||||
Repayment of related party loans |
| (2,056,550 | ) | ||||||
Proceeds from related party loans |
404,306 | | |||||||
Net cash provided by financing activities |
404,306 | 4,213,275 | |||||||
Net Increase/ (decrease) in cash held |
(468,122 | ) | 78,972 | ||||||
Cash held at the beginning of the financial year |
619,873 | 540,901 | |||||||
Cash held at the end of the financial year |
12 | (a) | 151,751 | 619,873 | |||||
The accompanying notes form part of these financial statements
11
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
1. | STATEMENT OF ACCOUNTING POLICIES |
(a) | Basis of preparation |
The financial report is a general purpose financial report that has been prepared in accordance with Accounting Standards, Urgent Issues Group Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.
The financial report covers Mimotopes Pty Ltd as an individual entity. Mimotopes Pty Ltd is a company limited by shares, incorporated and domiciled in Australia.
The financial report of Mimotopes Pty Ltd complies with all Australian equivalents to International Financial Reporting Standards (AIFRS) in their entirety.
The following is a summary of the material accounting policies adopted by the Company in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.
First-time Adoption of Australian Equivalents to International Financial Reporting Standards
Mimotopes Pty Ltd has prepared financial statements in accordance with the Australian equivalents to International Financial Reporting Standards (AIFRS) from 1 July 2005.
In accordance with the requirements of AASB 1: First-time Adoption of Australian Equivalents to International Financial Reporting Standards, adjustments to the Companys financial statements resulting from the introduction of IFRS have been applied retrospectively to 2005. These financial statements are the first financial statements of Mimotopes Pty Ltd to be prepared in accordance with AIFRS.
The accounting policies set out below have been consistently applied to all years presented.
Reconciliations of the transition from previous Australian GAAP to AIFRS have been included in Note 20 to this report.
Reporting Basis and Conventions
The financial report has been prepared on the basis of accounting principles applicable to a going concern, which assumes the commercial realisation of the future potential of the Companys assets and the discharge of their liabilities in the normal course of business.
The ability of the Company to continue as a going concern and meet its debts as and when they fall due is dependent on the continuing financial support of PharmAust Limited, the Companys ultimate parent entity.
12
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
1. | STATEMENT OF ACCOUNTING POLICIES |
Reporting Basis and Conventions (Cont)
PharmAust Limited has undertaken to provide to the Company, by letter dated 4 December 2006, financial support for 12 months from that date or until the Company is sold by PharmAust Limited if that occurs within the 12 month period, necessary to enable it to meet its debts resulting from its activities, as and when they fall due and not to call on loans advanced to the Company for repayment until the Company has sufficient funds to repay its secured and unsecured creditors.
Accordingly the Directors believe that the Company will continue as a going concern and have adopted that method of accounting in the preparation of the financial report.
The financial report has also been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.
(b) | Income Tax |
The charge for current income tax expenses is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
13
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
1. | STATEMENT OF ACCOUNTING POLICIES (Cont.) |
(c) | Property, Plant and Equipment |
Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses.
The carrying amount of property, plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent disposal The expected net cash flows have been discounted to their present values in determining recoverable amounts.
The Company recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Company and the cost of the item can be measured reliably. All other costs are recognised in the income statement as an expense as incurred.
Increases in the carrying amount of property, plant and equipment are credited to a revaluation reserve. Decreases that offset previous increases of the same asset are charged against fair value reserves directly in equity; all other decreases are charged to the income statement. Each year the difference between the depreciation based on the revalued carrying amount of the asset charged to the income statement and depreciation based on the assets original cost is transferred to the revaluation reserve from retained earnings.
Depreciation
The depreciable amount of property, plant and equipment, is depreciated on a straight line basis over their useful lives to the Company commencing from the lime the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset |
Depreciation Rate | ||
Leasehold improvements |
2.5 | % | |
Plant and equipment |
20-33 | % |
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
An assets carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or losses are included in the income statement. When revalued assets are sold, amounts in the revaluation reserve relating to that asset is transferred to retained earnings.
14
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
1. | STATEMENT OF ACCOUNTING POLICIES (Cont.) |
(d) | Impairment of Assets |
At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the assets fair value less costs to sell and value in use, is compared to the assets carrying value. Any excess of the assets carrying value over its recoverable amount is expensed to the income statement.
Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
(e) | Employee Benefits |
Provision is made for the Companys liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.
(f) | Leases |
Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership are classified as finance leases.
Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.
Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.
15
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
1. | STATEMENT OF ACCOUNTING POLICIES (Cont.) |
(g) | Cash and Cash Equivalents |
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts.
(h) | Revenue |
Revenue from the sale of goods is recognised upon delivery of goods to the customer.
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
All revenue is stated net of the amount of goods and services tax (GST).
(i) | Goods and Services Tax (GST) |
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense, Receivables and payables in the balance sheet are shown inclusive of GST.
Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
Critical accounting estimates and judgments
The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company.
16
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
2006 $ |
2005 $ |
|||
2. REVENUE |
||||
Operating activities: |
||||
Sale of goods |
4,008,315 | 5,381,317 | ||
Other activities: |
||||
Interest income |
751 | 7,390 | ||
Realised currency gain |
8,434 | 38,854 | ||
9,185 | 46,244 | |||
3. OTHER EXPENSES |
||||
Travel |
125,557 | 81,135 | ||
Maintenance |
196,638 | 274,338 | ||
Service |
139,499 | 168,738 | ||
Consulting |
245,067 | 121,117 | ||
Insurance |
80,745 | 73,594 | ||
Selling |
665,865 | 719,603 | ||
Administration |
519,550 | 1,267,471 | ||
1,972,921 | 2,705,996 | |||
17
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
2006 $ |
2005 $ |
|||||
4. INCOME TAX EXPENSE |
||||||
The prima facie tax on loss before income tax is reconciled to the income tax as follows: |
||||||
Prima facie tax on loss before income tax at 30% (2005: 30%) |
(258,279 | ) | (840,013 | ) | ||
Add: |
||||||
Tax effect of: |
||||||
Allocation of income tax credit/(debit) to the ultimate parent entity under the tax sharing agreement |
258,279 | (48,211 | ) | |||
Deferred tax asset not recognised |
| 888,224 | ||||
Income tax expense/ (benefit) |
| | ||||
PharmAust Ltd (the ultimate parent entity) and its wholly-owned subsidiaries (which includes Mimotopes Pty Ltd) have formed an income tax consolidated regime. Each entity in the group recognises its own current and deferred tax liabilities, except for any deferred tax liabilities resulting from unused tax losses and tax credits which are immediately assumed by the parent entity. The current tax liability of each group entity is then subsequently assumed by the parent entity. The tax consolidated group has entered a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group. |
|
18
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
2006 $ |
2005 $ |
|||||
5. TRADE AND OTHER RECEIVABLES |
||||||
Trade debtors |
598,530 | 556,922 | ||||
Provision for doubtful debts |
(41,000 | ) | (41,000 | ) | ||
557,530 | 515,922 | |||||
GST receivables |
| 38,693 | ||||
Other related parties |
60,720 | | ||||
Other debtors |
13,481 | 13,032 | ||||
74,201 | 51,725 | |||||
631,731 | 567,647 | |||||
6. OTHER CURRENT ASSETS |
||||||
Prepayments |
3,406 | 25,620 | ||||
7. PROPERTY, PLANT AND EQUIPMENT |
||||||
Plant and equipment |
||||||
Cost |
79,030 | 28,310 | ||||
Independent valuation (December 2005) |
1,185,965 | | ||||
Accumulated depreciation |
(140,768 | ) | | |||
1,124,227 | 28,310 | |||||
Leasehold improvements |
||||||
Independent valuation (December 2005) |
1,900,000 | | ||||
Accumulated depreciation |
(23,750 | ) | | |||
1,876,250 | | |||||
3,000,477 | 28,310 | |||||
Movements in Carrying Amounts | ||||||||
Plant and $ |
Leasehold $ |
Total $ |
||||||
Balance at the beginning of year |
28,310 | | 28,310 | |||||
Additions |
50,720 | | 50,720 | |||||
Revaluation increments |
1,185,965 | 1,900,000 | 3,085,965 | |||||
Depreciation expense |
(140,768 | ) | (23,750 | ) | 164,518 | |||
Carrying amount at end of year |
1,124,227 | 1,876,250 | 3,000,477 | |||||
19
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
2006 $ |
2005 $ |
|||
8. TRADE AND OTHER PAYABLES |
||||
CURRENT |
||||
Trade creditors and accruals |
497,696 | 457,592 | ||
Deferred revenue |
| 325,241 | ||
Sundry creditors |
5,833 | | ||
Other related parties |
99,287 | | ||
602,816 | 782,833 | |||
NON CURRENT |
||||
Amounts payable to: |
||||
- Other related parties |
668,301 | 263,995 | ||
9. PROVISIONS |
||||
SHORT-TERM |
||||
Provision for employee entitlements |
109,938 | 32,755 | ||
LONG-TERM |
||||
Provision for employee entitlements |
6,078 | 1,161 | ||
20
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
2006 $ |
2005 $ |
||||
10. BORROWINGS |
|||||
SHORT-TERM |
|||||
Hire purchase creditors |
3,050 | | |||
LONG-TERM |
|||||
Hire purchase creditors |
11,442 | | |||
11. CONTRIBUTED EQUITY |
|||||
Fully paid ordinary shares |
1 | 1 | |||
Reconciliation |
|||||
At the beginning of reporting period |
1 | 5,682,070 | |||
Shares issued during the year |
| 6,269,825 | |||
Cancellation of issued capital |
| (11,951,894 | ) | ||
At reporting date |
1 | 1 | |||
12. | NOTES TO THE CASH FLOW STATEMENT |
(a) | Reconciliation of cash |
For the purpose of the cash flow statement, cash includes cash on hand and in banks and investments in money market instruments, net of outstanding bank overdrafts. Cash at the end of the financial period as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows:
Cash at bank and on hand |
151,751 | 619,873 | ||
21
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
2006 $ |
2005 $ |
|||||
12. NOTES TO THE CASH FLOW STATEMENT (CONT.) |
||||||
(b) Reconciliation of net cash provided by operating activities to loss after tax |
||||||
Loss after tax |
(860,931 | ) | (2,800,043 | ) | ||
Depreciation |
164,518 | 469,279 | ||||
Movement in assets and liabilities |
||||||
Receivables |
(64,094 | ) | 86,875 | |||
Payables |
(180,008 | ) | (1,117,747 | ) | ||
Other assets |
22,214 | 231,994 | ||||
Provisions |
82,100 | (957,483 | ) | |||
Net cash used in operating activities |
(836,201 | ) | (4,087,125 | ) | ||
(c) | Non Cash Investing and Financing Activities |
During the year plant and equipment was purchased by way of finance leases for $17,045 (2005:nil).
22
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
2006 $ |
2005 $ |
||||
13. COMMITMENTS |
|||||
Hire Purchase Liabilities |
|||||
Payable not later than one year |
4,296 | | |||
Payable later than one year but not |
|||||
later than five years |
13,245 | | |||
Total payments |
17,541 | | |||
Less future finance charges |
(3,049 | ) | | ||
Total hire purchase liabilities |
14,492 | | |||
Operating Lease Commitments |
|||||
Non-cancellable operating leases contracted for but not capitalised in the financial statements |
|||||
Payable not later than one year |
160,138 | 154,450 | |||
Payable later than one year but not later than five years |
250,995 | 386,433 | |||
Total operating lease commitments |
411,133 | 540,883 | |||
23
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
14. | KEY MANAGEMENT PERSONNEL |
(a) | Key management personnel |
The directors of the Company during the year were -
Mr Ron Deane (Chairman)
Dr Paul DSylva
Dr Wayne Best
Other key management, personnel of the Company -
Mr Wayne Sampson
Mr Nick Ede
Mr Jim Eadie
(b) | Key management personnel remuneration |
2006
Salary | Super- annuation |
Bonus | Non-cash Benefits |
Other | Total | |||||||
Total |
275,392 | 36,388 | | | 1,400 | 313,180 | ||||||
2005 (Unaudited)
Salary | Super- annuation |
Bonus | Non-cash Benefits |
Other | Total | |||||||
Total | 263,427 | 23,708 | | | | 287,135 | ||||||
(c) | Other transactions with key management personnel |
There were no other transactions with key management personnel of the Company.
24
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
2006 $ |
2005 $ |
|||
15. RELATED PARTY TRANSACTIONS |
||||
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available parties unless otherwise stated. |
||||
The ultimate parent entity is PharmAust Limited. |
||||
Intercompany receivables: |
||||
- PharmAust Limited |
23,760 | | ||
- Epichem Pty Ltd |
36,960 | | ||
60,720 | | |||
Intercompany payables: |
||||
- PharmAust Limited |
714,579 | 263,995 | ||
- Epichem Pty Ltd |
36,509 | | ||
- PharmAust Chemistry |
16,500 | | ||
767,588 | 263,995 | |||
Transactions with related parties: |
||||
Other related parties |
||||
Sales - Fisher |
| 772,082 | ||
Sales - Epichem Pty Ltd |
33,600 | | ||
Purchases - Epichem Pty Ltd |
88,484 | 105,085 | ||
122,084 | 877,167 | |||
25
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
16. | FINANCIAL INSTRUMENTS |
(a) | Interest rate risk |
2006 |
|
||||||||||||||||
Rates | Variable | Fixed | Non-interest | Total | |||||||||||||
1 year | 1 to 5 years | ||||||||||||||||
Financial Assets |
|||||||||||||||||
Cash and cash equivalents |
0.03 | % | 57,178 | | | 94,573 | 151,751 | ||||||||||
Trade and other receivables |
| | | | 631,731 | 631,731 | |||||||||||
57,178 | | | 726,304 | 783,482 | |||||||||||||
Financial Liabilities |
|||||||||||||||||
Trade and other payables |
| | | | 1,271,117 | 1,271,117 | |||||||||||
Hire purchase creditors |
9,50 | % | | 3,050 | 11,442 | | 14,492 | ||||||||||
Provisions |
| | | | 116,016 | 116,016 | |||||||||||
| 3,050 | 11,442 | 1,387,133 | 1,401,625 | |||||||||||||
Net Financial Assets/(Liabilities) |
57,178 | (3,050 | ) | (11,442 | ) | (660,829 | ) | (618,143 | ) | ||||||||
2005 (Unaudited) |
|
||||||||||||||||
Rates | Variable | Fixed | Non-interest | Total | |||||||||||||
1 year | 1 to 5 years | ||||||||||||||||
Financial Assets |
|||||||||||||||||
Cash and cash equivalents |
| | | | 619,873 | 619,873 | |||||||||||
Trade and other receivables |
| | | | 567,647 | 567,647 | |||||||||||
| | | 1,187,520 | 1,187,520 | |||||||||||||
Financial Liabilities |
|||||||||||||||||
Trade and other payables |
| | | | 1,046,828 | 1,046,828 | |||||||||||
Provisions |
| | | 33,916 | 33,916 | ||||||||||||
| | | | 1,080,744 | 1,080,744 | ||||||||||||
Net Financial Assets/(Liabilities) |
| | | | 106,776 | 106,776 | |||||||||||
26
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
16. | FINANCIAL INSTRUMENTS (CONT.) |
(b) | Credit risk |
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount net of any provisions for doubtful debts, as disclosed in the balance sheet and notes to the financial statements.
(c) | Net fair values |
The net fair value of financial assets and liabilities of the Company approximates their carrying amount.
The Company has no financial assets and liabilities where the carrying amount exceeds the net fair value at balance date.
No financial assets and financial liabilities are readily traded on organised markets in standardised form.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the balance sheet and in the notes to the financial statements.
17. | SEGMENT REPORTING |
Primary Reporting Business Segments
The Company only operates in one business segment, being the processing and sale of research grade peptide products.
27
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
17. | SEGMENT REPORTING (Cont.) |
Secondary Reporting Geographical Segments
The Company generates revenue primarily in Australia, Asia, Europe and USA. Sales to other countries are immaterial.
2006 | Australia $ |
Asia $ |
USA $ |
Europe $ |
Total $ |
|||||||
REVENUE |
||||||||||||
Segment Revenue from operating activities |
1,047,011 | 254,082 | 1,870,110 | 837,112 | 4,008,315 | |||||||
ASSETS |
||||||||||||
Segment assets |
3,787,365 | | | | 3,787,365 | |||||||
OTHER |
||||||||||||
Segment assets revalued |
3,085,965 | | | | 3,085,965 | |||||||
Segment assets acquired |
50,720 | | | | 50,720 | |||||||
Segment depreciation and amortisation |
(164,518 | ) | | | | (164,518 | ) | |||||
2005 (Unaudited) | Australia $ |
Asia $ |
USA $ |
Europe $ |
Total $ |
|||||||
REVENUE |
||||||||||||
Segment Revenue from operating activities |
1,056,542 | 463,083 | 3,208,295 | 653,397 | 5,381,317 | |||||||
ASSETS |
||||||||||||
Segment assets |
1,241,450 | | | | 1,241,450 | |||||||
OTHER |
||||||||||||
Segment assets acquired |
28,310 | | | | 28,310 | |||||||
Segment depreciation and amortisation |
(469,279 | ) | | | | (469,279 | ) | |||||
28
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
18. | EVENTS SUBSEQUENT TO THE REPORTING DATE |
On 25 July 2006, Nick Hagan was appointed to the role of Chief Executive Officer of the Company.
On 6 October 2006, the Chief Operating Officer Wayne Sampson was made redundant.
19. | CONTINGENT LIABILITIES |
There were no contingent liabilities at the reporting date.
20. | RECONCILIATION WITH US GAAP |
(a) | Reconciliation of Income Statement under AIFRS and US GAAP |
INCOME STATEMENT
For the year ended 30 June 2006
2006 Audited IFRS |
Reconciliation Adjustments |
2006 US GAAP |
|||||||
$A | $A | $A | |||||||
Revenue |
4,008,315 | | 4,008,315 | ||||||
Other income |
9,185 | | 9,185 | ||||||
Raw materials and consumables used |
(539,296 | ) | | (539,296 | ) | ||||
Employee benefits expense |
(2,201,696 | ) | | (2,201,696 | ) | ||||
Depreciation expense |
(164,518 | ) | 144,213 | (i) | (20,305 | ) | |||
Other expenses |
(1,972,921 | ) | - | (1,972,921 | ) | ||||
Loss before income tax expense |
(860,931 | ) | 144,213 | (716,718 | ) | ||||
Income tax expense |
| | | ||||||
Loss after income tax expense |
(860,931 | ) | 144,213 | (716,718 | ) |
29
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
20. | RECONCILIATION WITH US GAAP (Cont.) |
(b) | Reconciliation of Balance Sheet under AIFRS and US GAAP |
BALANCE SHEET
As at 30 June 2006
2006 Audited IFRS |
Reconciliation Adjustments |
2006 US GAAP |
|||||||
$A | $A | $A | |||||||
CURRENT ASSETS |
|||||||||
Cash and cash equivalents |
151,751 | | 151,751 | ||||||
Trade and other receivables |
631,731 | | 631,731 | ||||||
Other current assets |
3,406 | | 3,406 | ||||||
TOTAL CURRENT ASSETS |
786,888 | | 786,888 | ||||||
NON CURRENT ASSETS |
|||||||||
Property, plant and equipment |
3,000,477 | (2,941,752 | )(i) | 58,725 | |||||
TOTAL NON CURRENT ASSETS |
3,000,477 | (2,941,752 | ) | 58,725 | |||||
TOTAL ASSETS |
3,787,365 | (2,941,752 | ) | 845,613 | |||||
CURRENT LIABILITIES |
|||||||||
Trade and other payables |
602,816 | | 602,816 | ||||||
Short-term provisions |
109,938 | | 109,938 | ||||||
Short-term borrowings |
3,050 | | 3,050 | ||||||
TOTAL CURRENT LIABILITIES |
715,804 | | 715,804 | ||||||
NON CURRENT LIABILITIES |
|||||||||
Trade and other payables |
668,301 | | 668,301 | ||||||
Long-term provisions |
6,078 | | 6,078 | ||||||
Long-term borrowings |
11,442 | | 11,442 | ||||||
TOTAL NON CURRENT LIABILITIES |
685,821 | | 685,821 | ||||||
TOTAL LIABILITIES |
1,401,625 | | 1,401,625 | ||||||
NET ASSETS/(LIABILITIES) |
2,385,740 | (2,941,752 | ) | (556,012 | ) | ||||
CONTRIBUTED EQUITY |
|||||||||
Contributed equity |
1 | | 1 | ||||||
Reserves |
2,941,752 | (2,941,752 | )(i) | | |||||
Retained earnings |
(556,013 | ) | | (556,013 | ) | ||||
TOTAL EQUITY/(DEFICIENCY) |
2,385,740 | (2,941,752 | ) | (556,012 | ) | ||||
30
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
20. | RECONCILIATION WITH US GAAP (Cont.) |
(b) | Reconciliation of Balance Sheet under AIFRS and US GAAP (Cont.) |
Explanation of reconciliation adjustments
(i) | Property, plant and equipment |
The Company previously revalued certain of its buildings and plant and equipment. Any revaluation increments and decrements are included in the Companys reserves that form part of total equity. Revalued buildings and plant and equipment are depreciated over their estimated useful lives to the Company (land is not depreciated). Under US GAAP, revaluations of buildings and plant and equipment are not permitted. Accordingly, the revaluation increment on buildings and plant and equipment and the depreciation charges on revalued buildings and plant and equipment are adjusted back to their historical cost for US GAAP purposes.
21. | FIRST TIME ADOPTION OF AUSTRALIAN EQUIVALENTS TO INTERNATIONAL FINANCIAL REPORTING STANDARDS |
For periods up to and including the year ended 30 June 2005, the Company prepared its financial statements in accordance with Australian generally accepted accounting practice (AGAAP). These financial statements for the year ended 30 June 2006 are the first the Company is required to prepare in accordance with Australian equivalents to International Financial Reporting Standards (AIFRS).
Accordingly, the Company has prepared financial statements that comply with AIFRS applicable for periods beginning on or after 1 January 2005. In preparing these financial statements, the Company has started from an opening balance sheet as at 1 July 2004, the Companys date of transition to AIFRS, and made those changes in accounting policies and other restatements required by AASB 1 First-time adoption of AIFRS.
This note explains the principal adjustments made by the Company in restating its AGAAP balance sheet as at 1 July 2004 and its previously published AGAAP financial statements for the year ended 30 June 2005.
Effect of AIFRS on the balance sheet as at 1 July 2004 and 30 June 2005
No impact. There are no material differences between the balance sheet presented under AIFRS and the balance sheet presented under previous AGAAP as at 1 July 2004 and 30 June 2005.
Effect of AIFRS on the income statement for the financial year ended 30 June 2005
No impact. There are no material differences between the income statement presented under AIFRS and the income statement presented under previous AGAAP for the financial year ended 30 June 2005.
31
MIMOTOPES PTY LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2006
21. | FIRST TIME ADOPTION OF AUSTRALIAN EQUIVALENTS TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (Cont.) |
Effect of AIFRS on cash flow statement for the financial year ended 30 June 2005
No impact. There are no material differences between the cash flow statement presented under AIFRS and the cash flow statement presented under previous AGAAP for the financial year ended 30 June 2005.
22. | COMPANY DETAILS |
The registered office and principal place of business of the Company is:
11 Duerdin Street
Clayton Victoria, 3168
32