EX-99.1 2 a08-23301_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

GENETIC TECHNOLOGIES LIMITED

A.B.N. 17 009 212 328

 

ASX Appendix 4E

Preliminary Final Report

for the year ended

30 JUNE 2008

 



 

GENETIC TECHNOLOGIES LIMITED

 

ASX Appendix 4E – 30 June 2008

 

ASX APPENDIX 4E

 

The following information for Genetic Technologies Limited (“GTG” and the “Company”) is provided under Listing Rule 4.3A of the Listing Rules of the Australian Securities Exchange (“ASX”).  The financial information provided in this Appendix 4E covers the consolidated Group, comprising Genetic Technologies Limited (the parent entity) and all entities that the Company controlled from time to time during the year and at the reporting date (30 June 2008).  The date of this Appendix 4E is 29 August 2008.

 

1.                     The reporting period covers the financial year ended 30 June 2008 (“Reporting Period”).

The previous corresponding period is the financial year ended 30 June 2007 (“Previous Period”).

 

2.                       Results for announcement to the Market:

 

 

 

 

 

Reporting Period

 

Movement from Previous Period

 

 

 

 

 

 

 

2.1

 

Consolidated revenue from ordinary activities

 

$

15,702,336

 

Increased by
$723,517

 

Increased by
4.8%

 

 

 

 

 

 

 

 

 

 

2.2

 

Consolidated loss from ordinary activities after tax attributable to Members of the Company

 

$

(5,446,089

)

Increased by
$1,117,546

 

Increased by
25.8%

 

 

 

 

 

 

 

 

 

 

2.3

 

Consolidated loss for the Reporting Period attributable to Members of the Company

 

$

(5,446,089

)

Increased by
$1,117,546

 

Increased by
25.8%

 

 

 

 

 

 

 

 

 

 

2.4

 

No dividends were paid during the Reporting Period nor are any proposed.

 

 

 

2.5

 

Not applicable.

 

 

 

2.6

 

All matters pertaining to the figures above are described elsewhere in this Appendix 4E.

 

3.                     Income Statements for the consolidated Group and the Company covering the Reporting Period and the Previous Period are provided on page 19 of the attached Financial Report.

 

4.                     Balance Sheets for the consolidated Group and the Company covering the Reporting Period and the Previous Period are provided on page 20 of the attached Financial Report.

 

5.                     Cash Flow Statements for the consolidated Group and the Company covering the Reporting Period and the Previous Period are provided on page 21 of the attached Financial Report.

 

6.                     No dividends were paid during the Reporting Period or the Previous Period, nor are any proposed as at the date of this Appendix 4E.

 

7.                     The Company does not have a Dividend Reinvestment Plan as at the date of this Appendix 4E.

 

8.                     A Statement of Accumulated Losses covering the Reporting Period and the Previous Period is provided as Note 26 to the attached Financial Report.

 

9.                     The consolidated net tangible assets as at the end of the Reporting Period were 4.00 cents per share.

The corresponding figure as at the end of the Previous Period was 3.83 cents per share.

 



 

GENETIC TECHNOLOGIES LIMITED

 

ASX Appendix 4E – 30 June 2008

 

ASX APPENDIX 4E (cont.)

 

10.               On 30 June 2006, two of the Company’s now former subsidiaries, Silbase Scientific Services Pty. Ltd. and Simons GeneType Diagnostics Pty. Ltd. ceased operations.  All of the genetic testing operations previously undertaken by these companies were transferred to a third subsidiary, Genetic Technologies Corporation Pty. Ltd., as from that date.

 

On 15 July 2007, formal advice was received advising that both companies had been deregistered.  As part of this transaction, the shares in Genetic Technologies Corporation Pty. Ltd. that were previously owned by Simons GeneType Diagnostics Pty. Ltd. were transferred to Genetic Technologies Limited.  The shares were transferred at cost.

 

Subsequent to the end of the Reporting Period, on 22 July 2008, the Company acquired 100% of the issued capital of Frozen Puppies Dot Com Pty. Ltd. (“FPDC”), Australia’s foremost provider of canine reproductive services.  Under the terms of the Agreement between the Company and FPDC, GTG acquired 100% of the issued share capital of FPDC in return for the issue to the FPDC shareholders of 12,254,902 ordinary shares in GTG and the payment of $153,160 in cash.  In other key terms of the acquisition, GTG advanced $346,840 in loan funds to FPDC to enable shareholder loans to be repaid, and Employment Agreements were executed between GTG and the five principals of FPDC.  Voluntary Restriction Agreements were also executed with all former FPDC shareholders.  As a result, 80% of the 12,254,902 GTG shares that were issued as part of the acquisition are subject to voluntary escrow and will be released from escrow in four equal tranches after the expiration of 6, 12, 18 and 24 months from the date of the issue, respectively.

 

11.               During the Reporting Period, the consolidated Group held no interests in any associated entities.  As at the end of the Reporting Period, the Company held a 14.66% (2007: 16.36%) direct equity interest in the North Laverton Joint Venture with Regis Resources Limited (“Regis”).  GTG does not contribute to the funding of the venture.

 

On 27 August 2008, the Company sold its entire interest in the North Laverton Joint Venture to Regis in return for the payment of $100,000 in cash and 500,000 fully paid ordinary shares in Regis.  As part of the sale, the Company will also have returned to it a performance bond which had a face value of $68,917 as at the end of the Reporting Period.  Further, the Company has been fully indemnified by Regis against any future rehabilitation liabilities which may arise from the exploration activities of the Joint Venture up until the date of sale.  This indemnification will enable the Company, during the year ending 30 June 2009, to reverse a provision of $94,987 in respect of such liabilities which had been recorded in the Company’s balance sheet at the end of the Reporting Period.

 

12.               Apart from the information contained elsewhere in this Appendix 4E, there is no other significant information needed by an investor to make an informed assessment of the Company’s financial performance and financial position as at the Reporting Date.

 

13.               Not applicable.

 

14.               Commentary on the financial results

 

During the Reporting Period, Genetic Technologies Limited and its subsidiaries generated consolidated gross revenues and other income of approximately $16.0 million, representing a 4.3% increase over the corresponding figures for the 2007 year.  The overall increase of $660,000 was due principally to a 25.6% increase in revenues generated from its genetic testing activities, an 88.2% increase in interest received, offset by a 4.5% fall in revenues from the Company’s licensing program.

 

During the year, the range of tests offered by the Company continued to expand, particularly in the area of canine testing, and new marketing initiatives were introduced to further promote the Company’s services.  The acquisition by the Company of Frozen Puppies Dot Com Pty. Ltd. in July 2008 (refer point 10. above) should assist the Company to increase its share of this market.

 



 

GENETIC TECHNOLOGIES LIMITED

 

ASX Appendix 4E – 30 June 2008

 

ASX APPENDIX 4E (cont.)

 

14.               Commentary on the financial results (cont.)

 

In January 2008, the Company announced the execution of a three-year forensic DNA testing agreement with the New South Wales Police Force.  Under the agreement, GTG conducts forensic DNA analysis on “volume crime” samples such as break and enter, malicious damage, motor vehicle theft, and theft of items from motor vehicles.  The awarding of the contract follows the successful completion of a trial which the Company undertook for NSW Police in 2006 and is the first time in Australia that a Police Force has entered a long-term arrangement to outsource its forensic DNA testing requirements.  Since then, the Company has received a growing number of samples and believes that its accredited high throughput laboratory has the capacity to expand its forensics business further.

 

Importantly, for the second consecutive year, the Company generated positive net cash flows from operations during the Reporting Period.  The consolidated cash receipts from operations and interest exceeded $14 million, with net cash inflows from operations being approximately $423,000.  Cash and cash equivalents held by the Company as at 30 June 2008 were approximately $13.4 million, or almost $413,000 less than at the same time last year.

 

The consolidated loss after tax for the Group of $5.45 million included net non-cash items of approximately $6.49 million, comprising amortisation of patents ($3.54 million), impairment losses ($2.38 million), depreciation of plant and equipment ($1.22 million), net foreign exchange losses ($0.25 million) and share-based payments expense ($0.16 million), partially offset by non-cash revenues generated from the Applera settlement ($1.06 million, comprising equipment credits of $662,000 and reagent credits of $394,000) (refer Note 30 to the Financial Report for further details).

 

Finally, during the Reporting Period, the Company continued to fund four research and development projects, which have the potential to generate further valuable intellectual property for the Company.  If successful, the commercial prospects for these projects could be substantial and would provide important additional income in the future.

 

The Directors believe that the encouraging results for the 2008 financial year validate the strategies now being pursued by the Company and provide a sound platform for further growth and expansion of the Company’s core genetic testing operations during the 2009 financial year.  Whilst the Company continues to pursue further licenses to its non-coding technology, the Directors are mindful of the uncertainties of this revenue stream, particularly as the underlying patents have a finite life.

 

15.               The Financial Report which is attached to this Appendix 4E has been audited by the Company’s auditor, Ernst & Young.

 

16.               The Directors of the Company confirm that the Auditor’s Report for the year ended 30 June 2008 does not contain any form of qualification.

 

17.               Not applicable.

 



 

 

GENETIC TECHNOLOGIES LIMITED

A.B.N. 17 009 212 328

 

Financial Report

for the year ended

30 JUNE 2008

 



 

GENETIC TECHNOLOGIES LIMITED

 

CORPORATE INFORMATION

 

Directors

 

Henry Bosch AO (Non-Executive Chairman)

Michael B. Ohanessian (Chief Executive Officer)

Fred Bart (Non-Executive)

David Carruthers (Non-Executive)

John S. Dawkins AO (Non-Executive)

Dr. Mervyn Jacobson (Non-Executive)

Dr. Leanne Rowe AM (Non-Executive)

 

Company Secretary

 

Thomas G. Howitt

 

Registered Office

 

60-66 Hanover Street,

Fitzroy  Vic.   3065

Australia

 

Telephone:

+61 3 8412 7000

Facsimile:

+61 3 8412 7040

Email:

info@gtg.com.au

 

Share Register

Bankers

 

 

 

 

 

 

Computershare Investor Services Pty. Ltd.

St. George Bank Limited

 

KeyBank National Association

Level 2, 45 St. George’s Terrace,

530 Collins Street,

 

1130 Haxton Drive,

Perth W.A.   6000

Melbourne Vic.  3000

 

Fort Collins CO  80525

Australia

Australia

 

USA

Telephone:

+61 8 9323 2000

 

 

 

Facsimile:

+61 8 9323 2033

 

 

 

Website:

www.computershare.com.au

 

 

 

 

Auditor

Stock Exchanges

 

 

 

 

 

 

Ernst & Young

Australian Securities Exchange

 

NASDAQ Global Market

Chartered Accountants,

Code: GTG

 

Ticker: GENE

The Ernst & Young Building,

Stock Exchange Centre,

 

The NASDAQ Stock Market,

Level 23, 8 Exhibition Street,

2 The Esplanade,

 

One Liberty Plaza, 165 Broadway,

Melbourne Vic.  3000

Perth W.A.  6000

 

New York NY  10006

Australia

Australia

 

USA

 

 

 

 

Company website

 

 

 

www.gtg.com.au

 

 

 

 



 

GENETIC TECHNOLOGIES LIMITED

 

DIRECTORS’ REPORT

 

The Directors submit their Report for the year ended 30 June 2008.

 

DIRECTORS

 

The names and details of the Directors of Genetic Technologies Limited who held office during the 2008 financial year and until the date of this Report are stated below.  All Directors were in office for this entire period, with the exception of Mr. Michael Ohanessian who was appointed to the Board and as Chief Executive Officer on 24 September 2007 and Dr. Leanne Rowe AM who was appointed to the Board on 16 April 2008.  Dr. Mervyn Jacobson retired as Chief Executive Officer on 24 September 2007 but remains on the Board as a Non-Executive Director.

 

Names, qualifications, experience and special responsibilities

 

Henry Bosch AO, BA (Hons), MA (Non-Executive Chairman)

 

Mr. Bosch, 77, was appointed to the Board on 24 June 2005 and was appointed Non-Executive Chairman of the Board on 23 November 2005.  He also serves as Chairman of the Company’s Corporate Governance Committee and as a member of its Audit Committee.  He is a former Chairman of the National Companies and Securities Commission, the predecessor of the Australian Securities and Investments Commission, Australia’s principal corporate regulator.  He has also served as Chairman of the Working Group on Corporate Practices and Conduct and Chairman of the committee which produced the Australian Standard on corporate governance.  He has been chairman, or a director, of over thirty companies and other organisations operating in both the government and private sectors.  He has served on a number of audit committees and is an Honorary Fellow of the Institute of Internal Auditors.  His extensive business career has spanned the aluminium, steel, man-made fibres and plastics industries in Canada, UK and Australia and included the positions of Marketing Director of John Lysaght (Australia) Ltd. and Managing Director of Nylex Corporation.  He was made an Officer of the Order of Australia in January 1991.

 

Michael B. Ohanessian, BEng (Hons), MBA (Chief Executive Officer)

 

Mr. Ohanessian, 44, was appointed to the Board and as its Chief Executive Officer on 24 September 2007 and also serves as a member of the Company’s Corporate Governance Committee.  Most recently, he served for seven years as Chief Executive Officer of Vision Biosystems, a division of former ASX-listed Vision Systems Limited, where he led a strategic restructure of the Vision Biosystems business, involving the acquisition of a large UK-based reagents operation, and played a key part in successfully transforming it into a world leader in the immunohistochemistry market.  In early 2007, Vision Biosystems was acquired by a competitor in a transaction which established an enterprise value for the business of approximately $700 million.  Prior to his role at Vision Biosystems, Mr. Ohanessian worked for the Boston Consulting Group where, over a period of four years, he gained considerable experience in a variety of industries, finally focussing on biotechnology.  Before that, he worked at Mobil Oil for nine years after completing a Bachelor of Engineering degree with honours at the University of Melbourne.  Mr. Ohanessian also holds an MBA from Melbourne Business School.

 

Fred Bart, (Non-Executive)

 

Mr. Bart, 53, has been involved in the textile industry for the last 25 years as well as being a significant investor in the resource and property sectors in Australia and overseas.  He brings to the Company extensive commercial experience from his involvement in the manufacturing and textile industries.  He is also Chairman of Electro Optic Systems Holdings Limited and Global Properties Limited, both ASX-listed companies, and is a member of the Australian Institute of Company Directors. He was appointed to the Board on 26 October 1996 and also serves as a Director of the Company’s Canadian-listed subsidiary, Gtech International Resources Limited.

 

David Carruthers, BCom, CA, CFTP (Snr.), MAICD Dip. (Non-Executive)

 

Mr. Carruthers, 60, was appointed to the Board on 26 February 2007 and serves as Chairman of the Company’s Audit Committee.  He has acted as Chief Financial Officer of BP Finance for the global operations based in London and as the European Regional Chief Executive Officer based in Brussels.  On returning to Australia, he was Managing Director of Treasury Corporation of Victoria and coordinated the management of $29 billion of privatisation proceeds.  More recently, Mr. Carruthers has provided advisory services in financial risk management to clients in the Asia-Pacific region and is currently Head of Corporate Finance, Tristar Corporate Advisors and Chief Financial Officer, Olympus Funds Management.  He also serves as a Non-Executive Director and Audit Committee Chairman for Ceramic Fuel Cells Ltd. and as a Non-Executive Director for India Equities Fund Limited, both ASX-listed companies.

 

1



 

GENETIC TECHNOLOGIES LIMITED

 

DIRECTORS (cont.)

 

Names, qualifications, experience and special responsibilities (cont.)

 

John S. Dawkins AO, Dip Ag, BEc (Non-Executive)

 

Mr. Dawkins, 61, was appointed to the Board on 24 November 2004 and serves on both the Corporate Governance and Audit Committees.  Mr. Dawkins holds degrees in Agriculture from Roseworthy College and Economics from the University of Western Australia and, for 18 years, served in the Australian House of Representatives for the Australian Labor Party.  Between 1983 and 1993, he served in the Hawke and Keating Governments as Finance Minister, Trade Minister, Employment Education and Training Minister and finally Treasurer.  He serves and has served on the Boards of a number of companies including Chairman of Elders Rural Bank and Retail Energy Market Company and on the Boards of ASX-listed companies Integrated Legal Holdings Limited and MGM Wireless Limited.  He has consulted to a variety of international organisations including The World Bank Group, the OECD, UNDP, and UNESCO.  He is a Patron of the Menzies School of Health Research and for three years was Treasurer of the International Agency for the Prevention of Blindness and for nine years a member of the Board of the Fred Hollows Foundation.  He was made an Officer of the Order of Australia in June 2000 and awarded the Centenary Medal in January 2000.

 

Dr. Mervyn Jacobson, MBBS (Non-Executive)

 

Dr. Jacobson, 66, is a legally qualified Medical Practitioner.  He has more than 35 years experience in developing new medical technology and in bringing new medical and biomedical goods and services to the market, working with biotechnology enterprises in Australia, UK, Switzerland, USA, Canada, Mexico and China.  In 1989, he co-founded GeneType AG, the research start-up that subsequently led to the formation of Genetic Technologies Limited.  In 2000, he was appointed by the Governor of Colorado to the Governor’s Advisory Council in Biotechnology.  He was also a founding Director of the Colorado Biotechnology Association and XY, Inc., a biotechnology company in Colorado.  In June 2004, Dr. Jacobson was appointed Chief Technology Officer of the Scientific Advisory Board of the China National Animal Breeding Stock Export/Import Corporation Limited (CABS) in Tianjin, China.  He was appointed to the Company’s Board of Directors in May 2000, and served as its Executive Chairman from August 2000 until November 2005 and as its Chief Executive Officer until September 2007.  He also serves on the Company’s Corporate Governance Committee and is Chairman of its Canadian-listed subsidiary, Gtech International Resources Limited.  Dr. Jacobson is also a member of the Australian Institute of Company Directors.

 

Dr. Leanne Rowe AM, MD, MB, BS, FRACGP, Dip. RACOG, FAICD (Non-Executive)

 

Dr. Rowe, 51, was appointed to the Board of Directors on 16 April 2008.  She currently serves as Deputy Chancellor of Monash University, one of Australia’s leading universities, and is an immediate past Chairman of the Royal Australian College of General Practitioners, an organisation representing Australian General Practice with a membership of over 15,000 GPs.  Dr. Rowe also serves on the Boards of various companies including GMHBA Ltd., a Private Health Fund, where she consults on a number of preventive health programs relating to diabetes, heart disease and cancer in regional areas of Australia.  Other board and high level committee positions have included the Victorian Medical Women’s Society and Victorian Health Minister’s Council on Medical Workforce.  Dr. Rowe currently serves as a health consultant working with a number of Melbourne based consultancy companies evaluating national programs and is leading a national initiative on medical workplace violence across all medical organisations.  She is also an Adjunct Associate Professor at the University of Sydney, has previously held a wide range of roles in the field of medical education and has written numerous publications.  In addition to her current roles, Dr. Rowe has extensive past experience across a variety of areas in medicine and surgery, including community medicine, adolescent health, emergency medicine and postnatal care.

 

Company Secretary

 

Thomas G. Howitt, BCom, CA, FTIA, ACIS, AICPA (Company Secretary and Chief Financial Officer)

 

Mr. Howitt, 44, was appointed as the group’s first full-time Chief Financial Officer on 1 June 2004 and as its Company Secretary on 30 June 2005.  During his 20 year career, he has served as CFO and Company Secretary for a number of companies, listed on both the ASX and several foreign stock exchanges.  His wide experience covers all facets of financial management and control across a variety of industries, including resources and technology (domestic and international), having been instrumental in the successful development, patenting and subsequent commercialisation of several innovative technologies.  He has played key roles in the raising of bank debt and equity capital and the management of complex due diligence programs and has worked as a senior Taxation Consultant for Ernst & Young and in the investment banking industry.  He also serves as President of the Company’s Canadian-listed subsidiary, Gtech International Resources Limited.

 

2



 

GENETIC TECHNOLOGIES LIMITED

 

DIRECTORS (cont.)

 

Interests in the shares and options of the Company and related bodies corporate

 

As at the date of this Report, the interests of the Directors in the shares and options of the Company are as follows:

 

Director

 

Ordinary shares

 

Options over ordinary shares

 

 

 

 

 

 

 

Henry Bosch AO

 

245,406

 

 

Michael B. Ohanessian

 

70,000

 

3,650,602

 

Fred Bart (note)

 

25,918,214

 

 

David Carruthers

 

150,000

 

 

John S. Dawkins AO

 

 

 

Dr. Mervyn Jacobson (note)

 

150,931,900

 

 

Dr. Leanne Rowe AM

 

 

 

 

Note:

 

Mr. Bart also controls 88,500 common shares in Gtech International Resources Limited, a subsidiary of the Company.

 

 

Dr. Jacobson also controls 522 ordinary shares in ImmunAid Pty. Ltd., a subsidiary of the Company.

 

EARNINGS PER SHARE

 

Basic loss per share (cents per share)

(1.5

)

Diluted loss per share (cents per share)

(1.5

)

 

DIVIDENDS

 

No dividends have been paid since the end of the previous financial year, nor have the Directors recommended that any dividend be paid.

 

CORPORATE INFORMATION

 

Corporate structure

 

Genetic Technologies Limited is a company limited by shares that is incorporated and domiciled in Australia.  The Company has prepared a consolidated financial report incorporating the entities that it controlled during the financial year, which are outlined in the following illustration of the Group’s corporate structure as at the date of this Report:

 

 

Note:

 

Frozen Puppies Dot Com Pty. Ltd. was acquired on 22 July 2008, i.e. after balance date (refer Note 40) and its results have therefore not been included in the Financial Report as at 30 June 2008.

 

Nature of operations and principal activities

 

The principal activities of the entities within the Group during the financial year were:

 

·                  The provision of genetic testing services;

·                  Licensing of the Company’s intellectual property; and

·                  Research and development in the areas of genetics and related fields.

 

There have been no significant changes in the nature of these activities during the financial year.

 

3



 

GENETIC TECHNOLOGIES LIMITED

 

CORPORATE INFORMATION (cont.)

 

Group overview

 

Genetic Technologies Limited was incorporated in Western Australia on 5 January 1987 as Concord Mining N.L.  The Company undertook a series of mining projects and, following several intervening changes, changed its name to Duketon Goldfields N.L. on 15 March 1995.  On 15 October 1999, the Company changed its status from a no liability company to a company limited by shares and, on 29 August 2000, it completed the acquisition of GeneType AG, a Swiss private company.  GeneType had been formed in 1989 by Dr. Mervyn Jacobson and Dr. Malcolm Simons after they met in 1989 and resolved to test the hypothesis that the non-coding or “junk” DNA regions were in reality not “junk”, but a valuable and highly ordered reservoir of useful genetic information, overlooked by the scientific community up until that time.  As a result of the GeneType acquisition, the Company changed its business from mining to biotechnology and changed its name to Genetic Technologies Limited.

 

The considerable ground-breaking research undertaken by GeneType since 1989 now forms an important part of the Company’s significant intellectual property portfolio, including the family of “non-coding” analysis and mapping patents that are the cornerstones of the Company’s licensing business.

 

The Company has also established a fee-for-service genetic testing business that has since grown to become the largest non-government operation of its type in Australia.  The business performs a wide variety of genetic tests on humans, plants and animals and includes human diagnostics, forensics and animal pedigree tests.

 

The Company actively supports research and development in the area of genetics and, as at the date of this Report, supports four distinct projects, each of which is described in detail elsewhere in the Financial Report.

 

Operating results for the year

 

During the 2008 financial year, Genetic Technologies Limited and its subsidiaries generated consolidated gross revenues and other income of approximately $16.0 million, representing a 4.3% increase over the corresponding figures for the 2007 year.  The overall increase of $660,000 was due principally to a 25.6% increase in revenues generated from its genetic testing activities, an 88.2% increase in interest received, offset by a 4.5% fall in revenues from the Company’s licensing program.

 

During the year, the range of tests offered by the Company continued to expand, particularly in the area of canine testing, and new marketing initiatives were introduced to further promote the Company’s services.  The acquisition by the Company of Frozen Puppies Dot Com Pty. Ltd. in July 2008 (refer Note 40) should assist the Company to increase its share of this market.

 

In January 2008, the Company announced the execution of a three-year forensic DNA testing agreement with the New South Wales Police Force.  Under the agreement, GTG conducts forensic DNA analysis on “volume crime” samples such as break and enter, malicious damage, motor vehicle theft, and theft of items from motor vehicles.  The awarding of the contract follows the successful completion of a trial which the Company undertook for NSW Police in 2006 and is the first time in Australia that a Police Force has entered a long-term arrangement to outsource its forensic DNA testing requirements.  Since then, the Company has received a growing number of samples from NSW Police and believes that its accredited high throughput laboratory has the capacity to expand its forensics business further.

 

Importantly, for the second consecutive year, the Company generated positive net cash flows from operations during the 2008 financial year.  The consolidated cash receipts from operations, other income and interest exceeded $14 million, with net cash inflows from operations of approximately $423,000.  Cash and cash equivalents held by the Group as at 30 June 2008 were approximately $13.4 million, or almost $413,000 less than at the same time last year.

 

The consolidated loss after tax for the Group of $5.45 million included net non-cash items of approximately $6.49 million, comprising amortisation of patents ($3.54 million), impairment losses ($2.38 million), depreciation of plant and equipment ($1.22 million), net foreign exchange losses ($0.25 million) and share-based payments expense ($0.16 million), partially offset by non-cash revenues generated from the Applera settlement ($1.06 million, comprising equipment credits of $662,000 and reagent credits of $394,000) (refer Note 30 for further details).

 

Finally, during the 2008 year, the Company continued to fund four research and development projects, which have the potential to generate further valuable intellectual property for the Company.  If successful, the commercial prospects for these projects could be substantial and would provide important additional income in the future.

 

The Directors believe that the encouraging results for the 2008 financial year validate the strategies now being pursued by the Company and provide a sound platform for further growth and expansion of the Company’s core genetic testing operations during the 2009 financial year.  Whilst the Company continues to pursue further licenses to its non-coding technology, the Directors are mindful of the uncertainties of this revenue stream, particularly as the underlying patents have a finite life.

 

4



 

GENETIC TECHNOLOGIES LIMITED

 

CORPORATE INFORMATION (cont.)

 

Review of financial condition

 

Capital structure

 

As at the date of this Report, the Company had a total of 374,644,801 fully paid ordinary shares on issue.  All of these shares were listed on the Australian Securities Exchange, and on the NASDAQ Global Market in the USA via the Company’s American Depositary Receipts.  No new shares were issued by the Company during the financial year ended 30 June 2008, however 12,254,902 shares were issued by the Company on 22 July 2008 as partial consideration for the acquisition of Frozen Puppies Dot Com Pty. Ltd. (refer Note 40).  As at the date of this Report, a total of 13,137,255 ordinary shares were subject to voluntary escrow (refer ASX Additional Information).

 

Treasury and related policies

 

During the financial year, the Company introduced a new Cash Management Policy.  The Company follows industry accepted best practice by investing the Company’s cash assets in a range of short-term interest-bearing deposits with appropriately rated financial institutions.

 

Cash used in operations

 

During the financial year, the consolidated net cash flows from operations was approximately $423,000.  This result was $2.17 million lower than the operating cash flows from the prior period which revealed net inflows of almost $2.60 million.  Overall, the Group’s consolidated cash assets decreased by approximately $413,000 during the 2008 financial year.

 

Liquidity and funding

 

On 14 January 2005, the Company executed a Master Asset Finance Agreement with National Australia Bank Limited in respect of a $2,500,000 asset finance facility (the “Facility”).  During the period from inception up to 30 June 2008, the Company had financed the acquisition of laboratory and other equipment under the Facility with a total cost of $1,966,312.  As at 30 June 2008, the total outstanding liability in respect of this facility was $298,199 (refer Note 32).

 

As at the date of this Report, the Company had a credit card facility with St. George Bank Limited with a total credit limit of $145,000.  As at 30 June 2008, a total liability in respect of these credit cards of $32,272 was outstanding.

 

Risk management

 

The Group takes a proactive approach to risk management.  The Board is responsible for ensuring that risks and opportunities are identified on a timely basis and that the Group’s objectives and activities are aligned with the risks and opportunities identified by the Board.  The Board believes that it is important for all Board members to be a part of this process and the Board takes overall responsibility for the recognition and management of risk.  The oversight of the compliance and control mechanisms has been delegated to the Audit Committee through its Charter.  The Board believes that the Group is not yet sufficiently large to warrant the appointment of an internal auditor.  During the year ended 30 June 2008, the Company expanded its risk management activities with the establishment of a Risk Management Committee which meets on a regular basis and reports its findings back to the Audit Committee.

 

Employees

 

The Group employed 60 employees as at 30 June 2008 (2007: 54 employees).

 

Statement of compliance

 

The statement provided to the Board by the Chief Executive Officer and the Chief Financial Officer on the integrity of the financial statements is founded on a sound system of risk management and internal compliance and control.

 

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

 

During the 2009 financial year, the Group will focus on the expansion of its genetic testing business and the continuation of its licensing program, both domestically and in overseas markets.  It will also commit resources to the advancement of its four research programs with a view to generating valuable intellectual property for commercial exploitation.

 

5



 

GENETIC TECHNOLOGIES LIMITED

 

SHARE OPTIONS

 

Unissued shares under option

 

As at both the reporting date and the date of this Report, there were 11,175,602 unissued ordinary shares in the Company under option.  All options were issued at nil cost to the holders.  Refer Note 28 to the attached financial statements for further details regarding the options outstanding.

 

Shares issued as a result of the exercise of options

 

During the financial year, no shares were issued as a result of the exercise of any options, nor have any options been exercised since the end of the financial year.  During the 2008 financial year, however, a total of 8,952,500 options that had previously been issued to employees, some of whom have resigned from the Company, lapsed.  Of this number, a total of 2,900,000 options were forfeited, whilst the remaining 6,052,500 options expired.  In addition, 600,000 options which had been issued to a consultant in respect of the Company’s NASDAQ listing also expired (refer Note 28).  Option holders do not have any right, by virtue of their options, to participate in any share issue of the Company or any related body corporate.

 

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

 

On 24 September 2007, Mr. Michael Ohanessian was appointed as Chief Executive Officer of the Company.  Mr. Ohanessian replaced Dr. Mervyn Jacobson who had retired as Chief Executive Officer and was appointed as a Non-Executive Director on that date.

 

On 16 April 2008, the Company announced the appointment of Dr. Leanne Rowe AM to the Board of Directors as an additional Non-Executive Director.

 

During the year ended 30 June 2008, the investigation by the Australian Securities and Investments Commission (“ASIC”) regarding certain past trading in the Company’s shares continued.  The Company continues to cooperate fully with ASIC and still believes that, whilst the investigation does not relate to any suspected wrongdoing by the Company itself, it does relate to the activities of certain former Executives of the Company.  As at the date of this Report, the Company is not aware whether any further action will be taken by ASIC in relation to this matter.

 

During the year ended 30 June 2008, Dr. Mervyn Jacobson acquired a total of 522 ordinary shares in ImmunAid Pty. Ltd., a subsidiary of the Company, representing approximately 4.0% of that company’s total issued capital.

 

During the year ended 30 June 2008, a total of 9,552,500 options over unissued shares in the Company lapsed.  Of this number, a total of 2,900,000 options were forfeited, whilst the remaining 6,652,500 options expired.  Also during the 2008 financial year, a total of 8,150,602 options were issued to employees of the Company (refer Note 28).

 

There were no other significant changes in the state of affairs that are not described elsewhere in this Report.

 

SIGNIFICANT EVENTS AFTER BALANCE DATE

 

On 22 July 2008, the Company acquired 100% of the issued capital of Frozen Puppies Dot Com Pty. Ltd. (“FPDC”), Australia’s foremost provider of canine reproductive services.  Under the terms of the Agreement between the Company and FPDC, Genetic Technologies Limited (“GTG”) acquired 100% of the issued share capital of FPDC in return for the issue to the FPDC shareholders of 12,254,902 ordinary shares in GTG and the payment of $153,160 in cash.  In other terms of the acquisition, GTG advanced $346,840 in loan funds to FPDC to enable shareholder loans to be repaid and Employment Agreements were executed between the Company and the five principals of FPDC.  Voluntary Restriction Agreements were also executed with all former FPDC shareholders.  As a result, 80% of the 12,254,902 GTG shares that were issued as part of the acquisition are subject to voluntary escrow and will be released from escrow in four equal tranches after the expiration of 6, 12, 18 and 24 months from the date of issue, respectively.

 

On 27 August 2008, the Company sold its entire interest in the North Laverton Joint Venture to its partner, Regis Resources Limited (“Regis”), in return for the payment of $100,000 in cash and 500,000 fully paid ordinary shares in Regis.  As part of the sale, the Company will also have returned to it a performance bond which had a face value of $68,917 as at 30 June 2008 (refer Note 12).  Further, the Company has been fully indemnified by Regis against any future rehabilitation liabilities which may arise from the exploration activities of the Joint Venture undertaken up until the date of sale.  This indemnification will enable the Company, during the financial year ending 30 June 2009, to fully reverse the provision of $94,987 in respect of such liabilities which has been recorded in the Company’s balance sheet as at 30 June 2008 (refer Note 22).

 

Apart from these transactions, there have been no other significant events which have occurred after balance date.

 

6



 

GENETIC TECHNOLOGIES LIMITED

 

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

 

During the financial year, the Company paid a premium in respect of a contract insuring the Directors and Officers of the Company and any related body corporate against a liability incurred as such a Director or Officer 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.  The Company has agreed to indemnify the current Directors, Executive Officers and former Directors against all liabilities to other persons that may arise from their position as Directors or Officers of the Company and its subsidiaries, except where to do so would be prohibited by law.  The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses.

 

REMUNERATION REPORT (AUDITED)

 

Introduction

 

This Remuneration Report outlines the Director and Executive remuneration arrangements of Genetic Technologies Limited (the “Company”) and its subsidiaries (collectively, the “Group”) in accordance with the requirements of the Corporations Act 2001 and its Regulations.

 

For the purposes of this Report, Key Management Personnel (“KMP”) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any Director (whether executive or otherwise) of the parent company, and includes the four executives in the parent and the Group, as set out below, receiving the highest remuneration.

 

For the purposes of this Report, the term “Executive” encompasses the Group’s Chief Executive Officer, Company Secretary and Chief Financial Officer, Chief Operating Officer and (former) Chief Scientific Officer.  There are only four Executives within the Group.  During the 2008 financial year, Dr. Mervyn Jacobson retired as the Company’s Chief Executive Officer.  He was replaced by Mr. Michael Ohanessian.

 

Details of Key Management Personnel

 

Directors

 

Executives

 

 

 

Henry Bosch AO (Non-Executive Chairman)

 

Michael B. Ohanessian (Chief Executive Officer)

Fred Bart (Non-Executive)

 

Thomas G. Howitt (Chief Financial Officer and Company Secretary)

David Carruthers (Non-Executive)

 

Ross Barrow (Chief Operating Officer)

John S. Dawkins AO (Non-Executive)

 

Dr. Gary Cobon (Chief Scientific Officer)

Dr. Mervyn Jacobson (Non-Executive)

 

 

Dr. Leanne Rowe AM (Non-Executive)

 

 

 

Note:

 

Dr. Jacobson retired as Chief Executive Officer on 24 September 2007 and was appointed as a Non-Executive Director on that date.

 

 

Dr. Rowe was appointed as a Non-Executive Director on 16 April 2008.

 

 

Mr. Ohanessian was appointed as Chief Executive Officer and as an Executive Director on 24 September 2007.

 

 

Mr. Barrow was appointed as Chief Operating Officer on 14 April 2008.

 

 

Dr. Gary Cobon resigned as Chief Scientific Officer on 28 March 2008.

 

Corporate Governance Committee

 

The Corporate Governance Committee of the Board of Directors of the Company (formerly known as the Nomination and Remuneration Committee) was established on 21 April 2005 and is, amongst other things, responsible for determining and reviewing remuneration arrangements for the Directors, the Chief Executive Officer and the senior management team.  The Committee is chaired by Mr. Henry Bosch AO and has as a member Mr. John Dawkins AO, both of whom are independent directors.  Both Dr. Mervyn Jacobson, the Company’s largest shareholder, and Mr. Michael Ohanessian, the Chief Executive Officer, are not independent.

 

The Corporate Governance Committee has been established to assess the appropriateness of the nature and amount of remuneration paid to Directors and senior managers on a periodic basis by reference to relevant employment market conditions, with the overall objective of ensuring maximum shareholder benefit from the retention of a high quality Board and executive team.

 

7



 

GENETIC TECHNOLOGIES LIMITED

 

REMUNERATION REPORT (AUDITED) (cont.)

 

Remuneration strategy

 

The performance of the Company depends upon the quality of its Directors and Executives.  To prosper, the Company must attract, motivate and retain appropriately skilled Directors and Executives.

 

To this end, the Company embodies the following principles in its remuneration framework:

 

·                  provide competitive rewards to attract high calibre Executives;

·                  wherever possible, link Executive rewards to shareholder value;

·                  ensure that a portion of an Executive’s remuneration is “at risk”; and

·                  establish appropriate, demanding performance hurdles for variable Executive remuneration.

 

The remuneration strategy is approved by the Corporate Governance Committee.

 

Remuneration structure

 

In accordance with best practice corporate governance, the structure of Non-Executive Director and senior manager remuneration is separate and distinct.

 

The Company’s current remuneration policies provide some degree of linkage between an Executive’s performance based remuneration and the overall financial performance of the Company, particularly in the achievement of divisional revenue targets which, in turn, links to overall Company profitability and indirectly to the Company’s share price.  These policies are in the process of being expanded in order to provide stronger linkage between the remuneration of the Company’s Executives and its performance.

 

Non-Executive Director remuneration

 

Objective

 

The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.

 

Structure

 

The Company’s Constitution and the Listing Rules of the Australian Securities Exchange specify that the aggregate remuneration of Non-Executive Directors shall be determined from time to time by a General Meeting of shareholders.  An amount not exceeding the amount determined is then divided between the Directors as agreed.  The most recent determination was made at the Annual General Meeting held on 21 November 2007, when shareholders approved an aggregate remuneration of $500,000 per year.

 

The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst Directors are reviewed annually.

 

Each Non-Executive Director receives a fee for serving as a Director of the Company.  No additional fees are paid to any Director for serving on a committee of the Board.

 

Executive remuneration

 

Objective

 

The Group aims to reward Executives with a level and mix of remuneration commensurate with their positions and responsibilities within the Group and so as to:

 

·                  reward Executives for Group and individual performance against targets set by reference to suitable benchmarks;

·                  align the interests of Executives with those of the shareholders; and

·                  ensure that the total remuneration paid is competitive by market standards.

 

Structure

 

The remuneration paid to Executives is set with reference to prevailing market levels and comprises a fixed salary, various short-term incentives (which are linked to agreed Key Performance Indicators (“KPIs”), as described below under the heading of Variable Remuneration), and a long-term option component.

 

8



 

GENETIC TECHNOLOGIES LIMITED

 

REMUNERATION REPORT (AUDITED) (cont.)

 

Fixed remuneration

 

Objective

 

The Corporate Governance Committee oversees the setting of fixed remuneration on an annual basis.  The process consists of a review of Company, divisional and individual performance, relevant comparative remuneration in the market and internally and, where appropriate, external advice on policies and practices.  As noted above, the Committee has access to external advice independent of Management.

 

Structure

 

Fixed remuneration consists of some or all of the following components:

 

·                  base salary;

 

·                  non-monetary benefits which can include motor vehicle allowance, costs associated with novated motor vehicle leases, parking (and associated fringe benefits tax, if applicable); and

 

·                  superannuation benefits, which includes employer contributions.

 

With the exception of the employer contributions to superannuation, Executives are given some flexibility to decide the composition of their total fixed remuneration and the allocation between cash and other benefits.  It is intended that the manner of payment chosen will be optimal for the recipient without creating any additional cost for the Group.

 

Fixed remuneration is reviewed annually with reference to individual performance, market benchmarks for individual roles and the overall performance of the Group.  Any change to the fixed remuneration of Executives is first approved by the Corporate Governance Committee.

 

Variable remuneration

 

Objective

 

The objective of variable remuneration is to:

 

·                  align the interests of Executives with those of shareholders;

 

·                  link Executive rewards to the achievement of strategic goals and performance of the Company; and

 

·                  ensure that the total remuneration paid by the Company is competitive by market standards.

 

Short Term Incentive (“STI”)

 

STI is an annual plan that applies to Executives and other employees and is based on Group, division and individual performance during the financial year.  STI ranges vary depending on the position and responsibility of the Executive.  Actual STI payments granted to each Executive depend on the extent to which specific targets set at the beginning of each financial year are met.

 

Group objectives, and their relative weighting, vary depending on position and responsibility, but in respect of the year ended 30 June 2008 included the achievement of:

 

·                  earnings before interest, tax, depreciation and amortisation (“EBITDA”) targets;

 

·                  revenue targets; and

 

·                  expense performance targets.

 

These measures are chosen as they represent the key drivers for the short term success of the business and provide a framework for delivering long-term value.

 

Personal and operating objectives vary according to the role and responsibility of the Executive and include objectives such as service delivery to customers, project delivery, compliance outcomes, intellectual property management and various staff management and leadership objectives.

 

The Corporate Governance Committee continues to develop policies directed at achieving these objectives.  Any such STI payments which may be made are delivered as a cash bonus during the following reporting period.  During the year ended 30 June 2008, STI payments totalling $136,470 were made to Executives and employees of the Company in respect of the 2007 financial year.

 

9



 

GENETIC TECHNOLOGIES LIMITED

 

REMUNERATION REPORT (AUDITED) (cont.)

 

Variable remuneration (cont.)

 

Long Term Incentive (“LTI”)

 

The objective of the Group’s LTI arrangements is to reward Executives in a manner that aligns remuneration with the creation of shareholder wealth.  As such, LTI grants are only made to Executives who are able to influence the generation of shareholder wealth and thus have an impact on the Group’s long term profitability.  Participation in the Group’s LTI program is subject to the approval of the Corporate Governance Committee.  There are no specific performance hurdles, apart from vesting provisions, in respect of the LTI grants made to Executives.

 

LTI grants to Executives are delivered in the form of options over unissued ordinary shares in the Company which are granted under the terms and conditions of the Company’s Staff Share Plan.  Selected Executives and other key employees, who contribute significantly to the long term profitability of the Company, are invited to participate in the Staff Share Plan, usually on an annual basis.  The remuneration value of these grants varies and is determined with reference to the nature of the individual’s role, as well as his or her individual potential and specific performance.

 

In respect of options granted during the year ended 30 June 2008 and subsequent years, the options are granted at no cost, have a five-year life and vest fully at the end of three years from the date on which they are granted.  During the year ended 30 June 2008, share-based payments expense totalling $164,533 was incurred by the Company in respect of the options granted to selected Executives and other key employees.

 

In cases where an Executive ceases employment prior to the vesting of his or her options, the options are forfeited after a prescribed period if they have not been previously exercised.  The prescribed period ranges from one to twelve months, depending on the circumstances under which they left the Company, e.g. resignation, retirement or death.  In the event of a change of control of the Company, the performance period end date will be brought forward to the date of the change of control and awards will vest over this shortened period.

 

Employment contracts

 

The Chief Executive Officer, Mr. Michael Ohanessian, is employed under an employment contract which took effect on 24 September 2007.  The terms and conditions of Mr. Ohanessian’s appointment were disclosed to the Australian Securities Exchange on 20 September 2007 and are:

 

·

Mr. Ohanessian receives a base salary of $300,000 per annum, a motor vehicle allowance of $30,000 per annum, and statutory superannuation contributions as prescribed under the Superannuation Guarantee legislation;

 

 

·

Mr. Ohanessian is also entitled to receive an STI equivalent to a maximum of 40% of his base salary if the Company achieves its budgeted EBITDA (earnings before interest, tax, depreciation and amortisation) in any given financial year;

 

 

·

Upon joining the Company, Mr. Ohanessian also received a LTI in the form of 3,650,602 options over unissued shares in the Company (refer to the table below for details of the terms of these options);

 

 

·

Mr. Ohanessian may resign from his position, and thus terminate the contract, by giving 6 months written notice and the Company may terminate Mr. Ohanessian’s contract by providing 12 months written notice or providing payment in lieu of the notice period; and

 

 

·

the Company may terminate Mr. Ohanessian’s contract at any time without notice if serious misconduct has occurred. Where termination with cause occurs, Mr. Ohanessian is only entitled to that portion of remuneration which is fixed and only up to the date of termination. In this instance, all entitlements to STI and LTI would lapse.

 

The key provisions contained in the employment contracts for other Key Management Personnel, being Mr. Thomas Howitt, Mr. Ross Barrow and Dr. Gary Cobon (up until the date of resignation), are:

 

·

the Executive receives a base salary and statutory superannuation contributions, as prescribed under the Superannuation Guarantee legislation, together with certain STI payments, some of which are prescribed and some of which are not;

 

 

·

the Executive may resign from his position and thus terminate the contract by giving up to three months written notice;

 

 

·

the Company may terminate the contract by providing up to three months written notice or payment in lieu of notice; and

 

 

·

the Company may terminate the contract without notice in the event that serious misconduct has occurred. In this instance, all entitlements to STI and LTI would lapse.

 

There are no employment contracts in place with any Non-Executive Director of the Company.

 

10



 

GENETIC TECHNOLOGIES LIMITED

 

REMUNERATION REPORT (AUDITED) (cont.)

 

Remuneration of Key Management Personnel

 

 

 

 

 

Short-term

 

 

 

Post-employment

 

Long-term

 

Share-based

 

 

 

 

 

Year

 

Salary/fees

 

Other

 

Superannuation

 

Long service leave

 

Options

 

Totals

 

 

 

 

 

$

 

$

 

$

 

$

 

$

 

$

 

Name and title of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Henry Bosch AO

 

2008

 

126,846

 

 

 

 

12,921

 

139,767

 

Non-Executive Chairman

 

2007

 

90,000

 

 

 

 

74,025

 

164,025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fred Bart

 

2008

 

42,282

 

 

3,805

 

 

 

46,087

 

Non-Executive Director

 

2007

 

30,000

 

 

2,700

 

 

 

32,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David Carruthers

 

2008

 

50,000

 

 

4,500

 

 

 

54,500

 

Non-Executive Director

 

2007

 

 

 

18,795

 

 

 

18,795

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John S. Dawkins AO

 

2008

 

42,282

 

 

3,805

 

 

12,921

 

59,008

 

Non-Executive Director

 

2007

 

30,000

 

 

2,700

 

 

74,025

 

106,725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dr. Mervyn Jacobson (note)

 

2008

 

138,461

 

 

 

 

 

138,461

 

Non-Executive Director

 

2007

 

300,000

 

 

 

 

 

300,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dr. Leanne Rowe AM (note)

 

2008

 

 

 

11,353

 

 

 

11,353

 

Non-Executive Director

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert J. Edge (note)

 

2008

 

 

 

 

 

 

 

Non-Executive Director

 

2007

 

11,414

 

 

1,027

 

 

 

12,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prof. Deon J. Venter (note)

 

2008

 

 

 

 

 

 

 

Non-Executive Director

 

2007

 

17,500

 

 

399

 

 

 

17,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub-totals for Directors

 

2008

 

399,871

 

 

23,463

 

 

25,842

 

449,176

 

 

 

2007

 

478,914

 

 

25,621

 

 

148,050

 

652,585

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael B. Ohanessian (note)

 

2008

 

232,546

 

6,706

 

20,769

 

356

 

68,175

 

328,552

 

Chief Executive Officer

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas G. Howitt (note)

 

2008

 

200,000

 

35,000

 

21,150

 

8,284

 

30,759

 

295,193

 

Chief Financial Officer and Company Secretary

 

2007

 

190,000

 

 

17,100

 

3,881

 

35,050

 

246,031

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ross Barrow (note)

 

2008

 

54,006

 

 

4,860

 

 

 

58,866

 

Chief Operating Officer

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dr. Gary Cobon (note)

 

2008

 

66,047

 

82,500

 

74,619

 

 

 

223,166

 

Chief Scientific Officer

 

2007

 

93,741

 

 

80,659

 

877

 

50,512

 

225,789

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Geoffrey E. Newing (note)

 

2008

 

 

 

 

 

 

 

Former Chief Operating Officer

 

2007

 

188,333

 

87,500

 

16,630

 

 

 

292,463

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ian N. Christensen (note)

 

2008

 

 

 

 

 

 

 

Group General Manager - IP

 

2007

 

23,358

 

 

1,380

 

 

 

24,738

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub-totals for Executives

 

2008

 

552,599

 

124,206

 

121,398

 

8,640

 

98,934

 

905,777

 

 

 

2007

 

495,432

 

87,500

 

115,769

 

4,758

 

85,562

 

789,021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total remuneration of

 

2008

 

952,470

 

124,206

 

144,861

 

8,640

 

124,776

 

1,354,953

 

Key Management Personnel

 

2007

 

974,346

 

87,500

 

141,390

 

4,758

 

233,612

 

1,441,606

 

 

Note:

The Company and the Group had only four Executives, as defined, during the year ended 30 June 2008.

The column above entitled “Other” of $124,206 (2007: $87,500) comprises termination benefits of $82,500 (2007: $87,500), bonuses of $35,000 (2007: $nil) and motor vehicle allowances of $6,706 (2007: $nil) (refer notes on the following page).

 

11



 

GENETIC TECHNOLOGIES LIMITED

 

REMUNERATION REPORT (AUDITED) (cont.)

 

Remuneration of Key Management Personnel (cont.)

 

The details of those Executives nominated as Key Management Personnel under section 300A of the Corporations Act 2001 have been disclosed in this Report.  No other employees of the Company meet the definition of “Key Management Personnel” as defined in AASB 124 Related Party Disclosures, or “senior manager” as defined in the Corporations Act 2001.

 

Note:

Dr. Jacobson served as the Company’s Chief Executive Officer from 1 July 2007 to 24 September 2007.

 

Dr. Rowe was appointed as a Director of the Company on 16 April 2008.

 

Mr. Edge retired as a Director of the Company on 17 November 2006.

 

Prof. Venter resigned as a Director of the Company on 23 August 2006.

 

Mr. Ohanessian was appointed as a Director of the Company and its Chief Executive Officer on 24 September 2007.

 

Mr. Ohanessian received $6,706 during the year ended 30 June 2008 in respect of a motor vehicle allowance.

 

Mr. Howitt received an STI payment of $35,000 during the year ended 30 June 2008 in respect of the prior year.

 

Mr. Barrow was appointed as the Company’s Chief Operating Officer on 14 April 2008.

 

Dr. Cobon resigned as the Company’s Chief Scientific Officer on 28 March 2008.

 

Dr. Cobon received $82,500 during the year ended 30 June 2008 in respect of a termination benefit.

 

Mr. Newing resigned as the Company’s Chief Operating Officer on 1 July 2007.

 

Mr. Newing received $87,500 during the year ended 30 June 2007 in respect of a termination benefit.

 

Mr. Christensen resigned as the Company’s Group General Manager - IP on 12 August 2006.

 

Options granted and vested as part of remuneration during the year ended 30 June 2008

 

During the year, certain options which had been granted as equity compensation benefits to Executives vested, as disclosed below.  The options were issued at no charge and entitle the holder to acquire one fully paid ordinary share in the Company at the respective exercise price.

 

 

 

Number of options

 

Exercise

 

Number

 

Fair value

 

Final

 

 

 

Vested

 

Granted

 

price

 

expired

 

per option

 

vesting date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Henry Bosch AO (note)

 

125,000

 

 

$

0.56

 

(500,000

)

$

0.285

 

N/A

 

Fred Bart

 

 

 

$

0.56

 

(500,000

)

N/A

 

N/A

 

John S. Dawkins AO (note)

 

125,000

 

 

$

0.56

 

(500,000

)

$

0.285

 

N/A

 

Dr. Mervyn Jacobson

 

 

 

$

0.56

 

(2,000,000

)

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub-totals for Directors

 

250,000

 

 

 

 

(3,500,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael B. Ohanessian (note)

 

 

3,650,602

 

$

0.17

 

 

$

0.083

 

24 Sep. 2010

 

Thomas G. Howitt

 

187,500

 

 

$

0.48

 

 

$

0.139

 

6 Sep. 2008

 

Thomas G. Howitt

 

62,500

 

 

$

0.53

 

 

$

0.197

 

12 Aug. 2009

 

Thomas G. Howitt (note)

 

 

1,000,000

 

$

0.22

 

 

$

0.084

 

23 Oct. 2010

 

Ross Barrow (note)

 

 

1,000,000

 

$

0.13

 

 

$

0.045

 

30 June 2011

 

Dr. Gary Cobon (note)

 

187,500

 

 

$

0.46

 

(750,000

)

$

0.146

 

N/A

 

Dr. Gary Cobon (note)

 

 

500,000

 

$

0.22

 

(500,000

)

$

0.084

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub-totals for Executives

 

437,500

 

6,150,602

 

 

 

(1,250,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

 

687,500

 

6,150,602

 

 

 

(4,750,000

)

 

 

 

 

 

Note:

The options which had been granted to Messrs. Bosch and Dawkins expired on 4 December 2007.

 

The 3,650,602 options which were granted to Mr. Ohanessian were granted on 24 September 2007. They will expire on 24 September 2012 and will vest fully on 24 September 2010.

 

The 1,000,000 options which were granted to Mr. Howitt were granted on 23 October 2007. They will expire on 23 October 2012 and will vest fully on 23 October 2010.

 

The 1,000,000 options which were granted to Mr. Barrow were granted on 30 June 2008. They will expire on 30 June 2013 and will vest fully on 30 June 2010.

 

The options which had been granted to Dr. Cobon were forfeited on 28 April 2007.

 

12



 

GENETIC TECHNOLOGIES LIMITED

 

REMUNERATION REPORT (AUDITED) (cont.)

 

Options granted and vested as part of remuneration during the year ended 30 June 2007

 

During the year ended 30 June 2007, certain options which had been granted as equity compensation benefits to Directors and Executives vested, as disclosed below.  The options were issued at no charge and entitle the holder to acquire one fully paid ordinary share in the Company at the respective exercise price.

 

 

 

Number of options

 

Exercise

 

Number

 

Fair value

 

Final

 

 

 

Vested

 

Granted

 

price

 

expired

 

per option

 

vesting date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Henry Bosch AO

 

250,000

 

 

$

0.56

 

 

$

0.285

 

23 Nov. 2007

 

John S. Dawkins AO

 

250,000

 

 

$

0.56

 

 

$

0.285

 

23 Nov. 2007

 

Robert J. Edge (note)

 

125,000

 

 

$

0.48

 

(500,000

)

$

0.311

 

N/A

 

Prof. Deon J. Venter (note)

 

 

 

N/A

 

(1,000,000

)

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub-totals for Directors

 

625,000

 

 

 

 

(1,500,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas G. Howitt

 

187,500

 

 

$

0.48

 

 

$

0.139

 

6 Sep. 2008

 

Thomas G. Howitt

 

62,500

 

 

$

0.53

 

 

$

0.197

 

12 Aug. 2009

 

Geoffrey E. Newing

 

187,500

 

 

$

0.53

 

 

$

0.197

 

12 Aug. 2009

 

Dr. Gary Cobon

 

187,500

 

 

$

0.46

 

 

$

0.146

 

22 June 2010

 

Ian N. Christensen (note)

 

 

 

N/A

 

(300,000

)

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub-totals for Executives

 

625,000

 

 

 

 

(300,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

 

1,250,000

 

 

 

 

(1,800,000

)

 

 

 

 

 

Note:

The options which had been granted to Mr. Edge were forfeited on 17 May 2007.

 

The options which had been granted to Prof. Venter were forfeited on 23 September 2007.

 

Fair values of options

 

During the year ended 30 June 2008, a total of 8,952,500 options that had previously been issued under the Staff Share Plan to employees, some of whom have since resigned from the Company, lapsed.  Of this number, a total of 2,900,000 options were forfeited, whilst the remaining 6,052,500 options expired.  The lapsed options had no fair value on the date they lapsed as they were “out of the money”.  No options were exercised during the year ended 30 June 2008.  Approximately, 9.4% of the remuneration paid to Key Management Personnel during the year was in the form of options.  Refer Note 36 for details.

 

The fair value of each option is estimated on the grant date using a Black-Scholes option-pricing model with the following weighted average assumptions used for grants made during the years ended 30 June 2008 and 2007.

 

 

 

2008

 

2007 (note)

 

Dividend yield

 

 

 

Expected volatility and historical volatility

 

75%

 

N/A

 

Option exercise prices

 

$0.17 to $0.22

 

N/A

 

Weighted average exercise price

 

$0.19

 

N/A

 

Risk-free interest rate

 

5.99% - 6.50%

 

N/A

 

Expected life of options

 

3 years - 5 years

 

N/A

 

 

Note:  No options were granted during the year ended 30 June 2007.

 

The resulting weighted average fair values per option for those options vesting on or after 1 July 2008 are:

 

Name of Executive

 

Options

 

Grant date

 

Expiry date

 

Weighted ave. fair value

 

Michael B. Ohanessian

 

3,650,602

 

24 Sept. 2007

 

24 Sept. 2012

 

$

0.083

 

Thomas G. Howitt

 

187,500

 

6 Sept. 2004

 

6 Sept. 2010

 

$

0.139

 

Thomas G. Howitt

 

125,000

 

12 Aug. 2005

 

12 Aug. 2011

 

$

0.197

 

Thomas G. Howitt

 

1,000,000

 

23 Oct. 2007

 

23 Oct. 2012

 

$

0.084

 

Ross Barrow

 

1,000,000

 

30 June 2008

 

30 June 2013

 

$

0.045

 

 

13



 

GENETIC TECHNOLOGIES LIMITED

 

DIRECTORS’ MEETINGS

 

Meeting attendances

 

The number of meetings of Directors (including meetings of Committees of Directors) held during the financial year, and the number of such meetings attended by each Director, were as follows:

 

 

 

 

 

 

 

Committees of the Board

 

 

 

Directors’ meetings

 

Audit

 

Corporate Governance

 

 

 

Eligible

 

Attended

 

Eligible

 

Attended

 

Eligible

 

Attended

 

Henry Bosch AO

 

11

 

11

 

9

 

9

 

5

 

5

 

Michael B. Ohanessian (note)

 

8

 

8

 

 

 

3

 

3

 

Fred Bart

 

11

 

10

 

 

 

 

 

David Carruthers

 

11

 

11

 

9

 

9

 

 

 

John S. Dawkins AO

 

11

 

11

 

9

 

6

 

5

 

5

 

Dr. Mervyn Jacobson

 

11

 

10

 

 

 

5

 

4

 

Dr. Leanne Rowe AM (note)

 

2

 

2

 

 

 

 

 

 

Note:

During the year ended 30 June 2008, a total of four Unanimous Consent Resolutions of the Directors were also passed.

 

Mr. Ohanessian was appointed as a Director of the Company on 24 September 2007.

 

Dr. Rowe was appointed as a Director of the Company on 16 April 2008.

 

In accordance with the Charter, the auditor attended three meetings of the Audit Committee at the request of the Committee.

 

Committee membership

 

As at the date of this Report, the Company had an Audit Committee and a Corporate Governance Committee of the Board of Directors (the latter being formerly known as the Nomination and Remuneration Committee).

 

The individuals who served as members of these Committees during the financial year were:

 

 

 

Audit Committee

 

Corporate Governance Committee

 

 

 

Period served

 

Period served

 

Henry Bosch AO (note)

 

1 July 2007 to 30 June 2008

 

1 July 2007 to 30 June 2008

 

Michael B. Ohanessian

 

Not applicable

 

26 September 2007 to 30 June 2008

 

Fred Bart

 

Not applicable

 

Not applicable

 

David Carruthers (note)

 

1 July 2007 to 30 June 2008

 

Not applicable

 

John S. Dawkins AO

 

1 July 2007 to 30 June 2008

 

1 July 2007 to 30 June 2008

 

Dr. Mervyn Jacobson

 

Not applicable

 

1 July 2007 to 30 June 2008

 

Dr. Leanne Rowe AM

 

Not applicable

 

Not applicable

 

 

Note:

Mr. Bosch served as the Chairman of the Corporate Governance Committee for the entire year ended 30 June 2008.

 

Mr. Carruthers served as the Chairman of the Audit Committee for the entire year ended 30 June 2008.

 

ENVIRONMENTAL REGULATION AND PERFORMANCE

 

The Group ceased active exploration activities in 1999.  As at 30 June 2008, the Group retained a 14.66% (2007: 16.36%) direct equity interest in the North Laverton Joint Venture in Western Australia with Regis Resources Limited (“Regis”).  There are significant environmental regulations under the Western Australia Mining Act 1978 and Environment Protection Act 1986 and license requirements relating to waste disposal, water and air pollution exist in relation to mining activities undertaken by the joint venture.  The Directors are not aware of any significant breaches of these regulations during the period covered by this Report.  As disclosed in Note 40, however, on 27 August 2008 the Company sold its entire interest in the joint venture to Regis and, as part of this sale, has been fully indemnified by Regis against any future rehabilitation liabilities which may arise from the exploration activities of the joint venture undertaken up until the date of sale.

 

14



 

GENETIC TECHNOLOGIES LIMITED

 

AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES

 

Auditor independence

 

The Directors have received an independence declaration from Ernst & Young, the auditor of Genetic Technologies Limited, as reproduced on page 62 of the Financial Report.

 

Non-audit services

 

During the financial year, the auditor of Genetic Technologies Limited, Ernst & Young, provided the Company with certain non-audit services, in addition to its normal audit services.  The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.  The nature and scope of each type of non-audit service provided means that audit independence was not compromised.

 

During the year, the following fees were paid or payable to the auditors of Genetic Technologies Limited and its subsidiaries:

 

 

 

Consolidated

 

 

 

2008

 

2007

 

 

 

$

 

$

 

Audit services

 

 

 

 

 

Ernst & Young Australia in respect of:

 

 

 

 

 

Audit and review of the Financial Report

 

177,500

 

410,274

 

 

 

 

 

 

 

Other audit firms in respect of:

 

 

 

 

 

Audit and review of the Financial Reports of subsidiaries

 

8,241

 

9,158

 

 

 

 

 

 

 

Total remuneration in respect of audit services

 

185,741

 

419,432

 

 

 

 

 

 

 

Non-audit services

 

 

 

 

 

Ernst & Young Australia in respect of:

 

 

 

 

 

Tax advice and compliance services

 

38,350

 

55,095

 

 

 

 

 

 

 

Total remuneration in respect of non-audit services

 

38,350

 

55,095

 

 

Signed in accordance with a resolution of the Directors.

 

 

HENRY BOSCH AO

 

Non-Executive Chairman

 

Melbourne, 27 August 2008

 

15



 

GENETIC TECHNOLOGIES LIMITED

 

CORPORATE GOVERNANCE STATEMENT

 

INTRODUCTION

 

During the 2008 financial year, the Board of Genetic Technologies Limited made a number of amendments to the Company’s policies and practices to strengthen its corporate governance and to bring it more closely into line with the Recommendations of the ASX Corporate Governance Council.  Following the release by the Council of the second edition of the Corporate Governance Principles and Recommendations on 2 August 2007, the Company’s governance structure has been further reviewed in the light of the new guidance.

 

In most respects, Genetic Technologies Limited complies with the Recommendations however, in a number of areas, policies and practices are being developed further to bring them more closely into line.  As new policies are produced, or as the existing ones are amended, they will be published on the Company’s website.

 

As at the date of this Statement, the following eleven Corporate Governance documents had been adopted by the Board, in addition to the Company’s Constitution which was revised and approved by the shareholders of the Company in November 2005.  The most significant policies are published on the Company’s website: www.gtg.com.au

 

·                  Board Charter, which defines the role of the Board and that of Management;

·                  Audit Committee Charter;

·                  Corporate Governance Committee Charter;

·                  Board Protocol, which clarifies the responsibilities of Directors and the Company’s expectations of them;

·                  Code of Conduct, including a Document Retention Policy;

·                  Board Performance Evaluation Policy;

·                  Risk and Compliance Policy;

·                  Continuous Disclosure Policy;

·                  Securities Trading Policy;

·                  Shareholder Communications Policy; and

·                  Whistleblower Policy.

 

ASX PRINCIPLES AND RECOMMENDATIONS

 

The following statements relate to the second edition of the Principles and Recommendations that were released by the ASX Corporate Governance Council on 2 August 2007.

 

Principle 1:  Lay solid foundations for management and oversight

 

The Board of Directors of Genetic Technologies Limited is responsible for the corporate governance of the Group.  The Board guides and monitors the business and affairs of Genetic Technologies Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.

 

The Board Charter and a separate statement of “Matters Reserved for the Board”, both of which been adopted by the Board, meet the definition of “good practice”.  A formal letter of appointment for new directors has been adopted.  The Board protocol is also relevant.

 

The process for evaluating senior executives is referred to in the Board Charter and developed further in the Corporate Governance Committee Charter.  The performance evaluation relating to the 2008 financial year was completed after the end of the reporting period.  Further information is provided in the Remuneration Report on pages 7 to 13 inclusive of the Financial Report.

 

Principle 2:  Structure the Board to add value

 

Since the completion of the 2006 Corporate Governance Statement, the Company has restructured its Board so that it complies with ASX Recommendations 2.1, 2.2 and 2.3.  There is now a majority of Independent Directors on the Board which is chaired by an Independent Chairman.

 

16



 

GENETIC TECHNOLOGIES LIMITED

 

ASX PRINCIPLES AND RECOMMENDATIONS (cont.)

 

Principle 2:  Structure the Board to add value (cont.)

 

The skills, experience and expertise relevant to the position of director held by each Director in office as at the date of this Statement is included in the Directors’ Report which forms part of the Financial Report.  Directors of Genetic Technologies Limited are considered to be independent when they are independent of Management and free from any business or other relationship that could materially interfere with - or could reasonably be perceived to materially interfere with - the exercise of their unfettered and independent judgement.

 

The independence of each Director has been considered by the Board during the reporting period.  In the context of director independence, “materiality” is considered from both the perspective of the Company and individual Directors.  Directors holding more than 5% of the Company’s shares are not considered to be independent.

 

In accordance with the definition of independence above, and the materiality threshold set, the following Directors of Genetic Technologies Limited are considered to be independent:

 

Name

 

Position

Henry Bosch AO

 

Non-Executive Chairman

David Carruthers

 

Non-Executive Director

John S. Dawkins AO

 

Non-Executive Director

Dr. Leanne Rowe AM

 

Non-Executive Director

 

There are procedures in place, as agreed by the Board, to enable Directors, in furtherance of their duties, to seek independent professional advice at the Company’s expense.

 

The approximate terms in office of each Director in office at the date of this Statement are set out below.  Additional details regarding Board appointments are included on the Company’s website.

 

Name

 

Term in office

Henry Bosch AO

 

3 years, 3 months

Michael B. Ohanessian

 

10 months

Fred Bart

 

11 years, 11 months

David Carruthers

 

1 year, 7 months

John S. Dawkins AO

 

3 years, 10 months

Dr. Mervyn Jacobson

 

8 years, 1 month

Dr. Leanne Rowe AM

 

4 months

 

The Board Performance Evaluation Policy is included on the Company’s website.  A review, with the assistance of an external consultant, was conducted during the 2006 financial year however, due to several changes in the structure and composition of the Board, no review was conducted during the 2008 financial year.

 

Corporate Governance Committee

 

During the 2005 financial year, the Board established a Nomination and Remuneration Committee, which meets at least three times annually to ensure that the Board continues to operate within the established guidelines including selecting candidates for the position of Director.  During the 2006 financial year, the role of the Committee was expanded to include matters related to the Company’s Corporate Governance affairs and its name changed to the Corporate Governance Committee to reflect that additional role.  The members of the Committee have the right to appoint an independent consultant to attend meetings of the Committee, as appropriate.

 

As at the date of this Statement, the members of the Corporate Governance Committee were:

 

Henry Bosch AO (Chairman)

John S. Dawkins AO

Dr. Mervyn Jacobson

Michael B. Ohanessian

 

Details of Directors’ attendances at meetings of the Corporate Governance Committee are provided on page 14 of the Directors’ Report.

 

17



 

GENETIC TECHNOLOGIES LIMITED

 

ASX PRINCIPLES AND RECOMMENDATIONS (cont.)

 

Principle 3:  Promote ethical and responsible decision making

 

The Company’s Code of Conduct, Whistleblower Policy and Securities Trading Policy are published on its website.  The Board considers that the Company complies with this Principle.

 

Principle 4:  Safeguard integrity in financial reporting

 

The Board has established an Audit Committee which operates under a specific Charter approved by the Board.  It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity.  This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations such as the benchmarking of operational key performance indicators.

 

The Board has delegated the responsibility for the establishment and maintenance of a framework of internal control and ethical standards for the management of the Group to the Audit Committee.  The Audit Committee also provides the Board with assurance regarding the reliability of financial information for inclusion in the financial reports.  All members of the Audit Committee are independent Non-Executive Directors.

 

As at the date of this Statement, the members of the Audit Committee were:

 

David Carruthers (Chairman)

Henry Bosch AO

John S. Dawkins AO

 

Details of Directors’ attendances at meetings of the Audit Committee are provided on page 14 of the Directors’ Report.

 

Principle 5:  Make timely and balanced disclosure

 

The Board has adopted and published a Continuous Disclosure Policy which was reviewed during the reporting period.

 

Principle 6:  Respect the rights of shareholders

 

The Board has adopted and published a Shareholder Communications Policy and shareholder participation at general meetings of shareholders is encouraged.

 

Principle 7:  Recognise and manage risk

 

The Company’s Risk and Compliance Policy covers the controls necessary to manage the identified risks.  During the 2008 financial year, the Company expanded its risk management activities with the establishment of a Risk Management Committee which meets on a regular basis and reports back to the Audit Committee its findings on the effective management of those risks which have been identified.

 

The Board has received assurances from the CEO and the CFO that the declaration provided by them in accordance with section 295A of the Corporations Act 2001 is founded on a sound system of risk management and internal control and that the system is operating in all material respects in relation to the financial reporting risks.

 

Principle 8:  Remunerate fairly and responsibly

 

It is the Company’s objective to provide maximum shareholder benefit from the retention of a high quality Board and executive team by remunerating Directors and key Executives fairly and appropriately with reference to relevant employment market conditions.  A full discussion of the Company’s remuneration philosophy and framework and the remuneration received by Directors and Executives during the 2008 financial year is included in the Remuneration Report, which is contained within the Directors’ Report.

 

The Board has delegated to the Corporate Governance Committee the responsibility for the detailed oversight of remuneration matters.  The Committee, which comprises a majority of Independent Directors, is chaired by an Independent Director.  The Charter of the Committee is published on the Company’s website.

 

During the 2008 financial year, the Board discontinued the practice of granting options over the Company’s shares to Non-Executive Directors.  Further work was also undertaken to improve the structure of the Company’s incentive system generally.

 

18



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

INCOME STATEMENTS

For the year ended 30 June 2008

 

 

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

Notes

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from operations

 

4

 

15,702,336

 

14,978,819

 

11,671,628

 

11,793,729

 

Other income

 

5

 

276,606

 

340,486

 

100,000

 

70,000

 

Employee benefits expenses

 

6

 

(6,568,966

)

(5,556,644

)

(2,925,098

)

(2,422,808

)

Amortisation and depreciation expenses

 

6

 

(4,755,155

)

(4,602,992

)

(1,087,310

)

(4,432,613

)

Impairment losses and other write-downs

 

6

 

(2,378,000

)

(1,306,960

)

(11,420,045

)

(4,197,808

)

Genetic testing expenses

 

 

 

(1,599,644

)

(1,989,098

)

 

 

Contract research and trial expenses

 

 

 

(1,267,748

)

(1,247,775

)

 

(44,775

)

Royalties, license fees and commissions paid

 

 

 

(889,520

)

(580,122

)

(869,536

)

(553,967

)

Legal and patent fees

 

 

 

(873,854

)

(748,605

)

(596,202

)

(430,238

)

Administration expenses

 

 

 

(839,226

)

(901,380

)

(469,036

)

(615,169

)

Rent and outgoings

 

 

 

(533,644

)

(535,045

)

 

 

Net foreign exchange losses

 

 

 

(254,954

)

(317,317

)

(261,958

)

(312,978

)

Marketing and promotion expenses

 

 

 

(221,644

)

(437,087

)

(8,999

)

(255,054

)

Withholding tax

 

 

 

(94,524

)

(264,391

)

(94,524

)

(264,391

)

Finance costs

 

6

 

(66,763

)

(90,929

)

(45,546

)

(73,161

)

Other expenses

 

6

 

(1,086,938

)

(1,086,662

)

(764,332

)

(773,313

)

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income tax

 

 

 

(5,451,638

)

(4,345,702

)

(6,770,958

)

(2,512,546

)

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

7

 

 

 

(1,344,005

)

(1,521,550

)

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the year

 

 

 

(5,451,638

)

(4,345,702

)

(8,114,963

)

(4,034,096

)

 

 

 

 

 

 

 

 

 

 

 

 

Loss is attributable to:

 

 

 

 

 

 

 

 

 

 

 

Equity holders of Genetic Technologies Limited

 

 

 

(5,446,089

)

(4,328,543

)

(8,114,963

)

(4,034,096

)

Minority interest

 

27

 

(5,549

)

(17,159

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,451,638

)

(4,345,702

)

(8,114,963

)

(4,034,096

)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (cents per share)

 

 

 

 

 

 

 

 

 

 

 

Basic loss for the year attributable to the ordinary equity holders of Genetic Technologies Limited

 

8

 

(1.5

)

(1.2

)

 

 

 

 

Diluted loss for the year attributable to the ordinary equity holders of Genetic Technologies Limited

 

8

 

(1.5

)

(1.2

)

 

 

 

 

 

19



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

BALANCE SHEETS

As at 30 June 2008

 

 

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

Notes

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

9

 

12,920,772

 

13,333,750

 

11,950,808

 

12,421,287

 

Trade and other receivables

 

10

 

1,596,738

 

646,946

 

398,786

 

292,292

 

Prepayments and other assets

 

11

 

857,225

 

543,252

 

127,455

 

89,241

 

Performance bond and deposits

 

12

 

519,117

 

76,898

 

519,117

 

76,898

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

 

15,893,852

 

14,600,846

 

12,996,166

 

12,879,718

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

13

 

 

450,000

 

 

450,000

 

Receivables

 

14

 

 

 

5,517,825

 

9,177,574

 

Prepayments

 

 

 

 

8,698

 

 

8,698

 

Available-for-sale investments

 

15

 

207,195

 

233,330

 

207,195

 

233,330

 

Property, plant and equipment

 

16

 

1,703,757

 

1,944,379

 

313,887

 

1,492,225

 

Intangible assets and goodwill

 

17

 

6,289,774

 

12,211,774

 

317,833

 

3,345,833

 

Other assets

 

18

 

 

 

451,246

 

451,246

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-current assets

 

 

 

8,200,726

 

14,848,181

 

6,807,986

 

15,158,906

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

24,094,578

 

29,449,027

 

19,804,152

 

28,038,624

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

19

 

1,786,412

 

1,563,652

 

2,297,832

 

2,191,695

 

Interest-bearing liabilities

 

20

 

111,117

 

476,989

 

111,117

 

476,989

 

Deferred revenue

 

21

 

138,941

 

321,317

 

 

216,438

 

Withholding tax payable

 

 

 

326,361

 

324,837

 

326,361

 

324,837

 

Provisions

 

22

 

684,171

 

561,968

 

313,073

 

268,548

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

 

3,047,002

 

3,248,763

 

3,048,383

 

3,478,507

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

 

23

 

187,082

 

46,978

 

187,082

 

46,978

 

Provisions

 

22

 

75,421

 

50,477

 

11,445

 

5,467

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-current liabilities

 

 

 

262,503

 

97,455

 

198,527

 

52,445

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

3,309,505

 

3,346,218

 

3,246,910

 

3,530,952

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets

 

 

 

20,785,073

 

26,102,809

 

16,557,242

 

24,507,672

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

Contributed equity

 

24

 

70,243,996

 

70,243,996

 

70,243,996

 

70,243,996

 

Reserves

 

25

 

1,588,804

 

1,456,895

 

1,582,037

 

1,417,504

 

Accumulated losses

 

26

 

(51,189,189

)

(45,743,100

)

(55,268,791

)

(47,153,828

)

 

 

 

 

 

 

 

 

 

 

 

 

Parent entity interest

 

 

 

20,643,611

 

25,957,791

 

16,557,242

 

24,507,672

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority interests

 

27

 

141,462

 

145,018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity

 

 

 

20,785,073

 

26,102,809

 

16,557,242

 

24,507,672

 

 

20



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

CASH FLOW STATEMENTS

For the year ended 30 June 2008

 

 

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

Notes

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

Receipts from customers

 

 

 

12,961,170

 

14,541,621

 

9,542,211

 

11,061,195

 

Payments to suppliers and employees

 

 

 

(13,642,885

)

(12,723,248

)

(5,025,772

)

(3,409,189

)

Interest received

 

 

 

919,447

 

489,824

 

889,589

 

457,039

 

Other income

 

 

 

217,076

 

379,978

 

 

70,501

 

Finance costs

 

 

 

(32,038

)

(90,929

)

(32,038

)

(73,161

)

 

 

 

 

 

 

 

 

 

 

 

 

Net cash flows provided by operating activities

 

9

 

422,770

 

2,597,246

 

5,373,990

 

8,106,385

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows (used in)/provided by investing activities

 

 

 

 

 

 

 

 

 

 

 

Proceeds from the sale of plant and equipment

 

 

 

70,611

 

 

 

 

Proceeds from the sale of shares

 

 

 

 

332,709

 

25,391

 

332,709

 

Purchases of plant and equipment

 

 

 

(118,010

)

(158,699

)

(6,835

)

(22,239

)

Advances to unrelated parties

 

 

 

 

(80,000

)

 

(80,000

)

 

 

 

 

 

 

 

 

 

 

 

 

Net cash flows (used in)/provided by investing activities

 

 

 

(47,399

)

94,010

 

18,556

 

230,470

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows used in financing activities

 

 

 

 

 

 

 

 

 

 

 

Repayment of hire purchase principal

 

 

 

(528,899

)

(502,505

)

(528,899

)

(502,505

)

Advances to subsidiaries

 

 

 

 

 

(5,078,303

)

(5,681,480

)

 

 

 

 

 

 

 

 

 

 

 

 

Net cash flows used in financing activities

 

 

 

(528,899

)

(502,505

)

(5,607,202

)

(6,183,985

)

 

 

 

 

 

 

 

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

 

 

(153,528

)

2,188,751

 

(214,656

)

2,152,870

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of year

 

 

 

13,783,750

 

11,885,247

 

12,871,287

 

10,953,559

 

 

 

 

 

 

 

 

 

 

 

 

 

Net foreign exchange difference

 

 

 

(259,450

)

(290,248

)

(255,823

)

(235,142

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of year

 

9

 

13,370,772

 

13,783,750

 

12,400,808

 

12,871,287

 

 

21



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

STATEMENTS OF CHANGES IN EQUITY

For the year ended 30 June 2008

 

 

 

Attributable to Members of Genetic Technologies Limited

 

 

 

 

 

Consolidated

 

Contributed
equity

 

Reserves

 

Accumulated
losses

 

Parent
interests

 

Minority
interests

 

Total equity

 

 

 

$

 

$

 

$

 

$

 

$

 

$

 

At 30 June 2006

 

70,243,996

 

1,237,524

 

(41,414,557

)

30,066,963

 

175,176

 

30,242,139

 

Currency translation differences

 

 

(38,535

)

 

(38,535

)

(12,999

)

(51,534

)

Loss for the year

 

 

 

(4,328,543

)

(4,328,543

)

(17,159

)

(4,345,702

)

Total recognised income and expense for the year

 

 

(38,535

)

(4,328,543

)

(4,367,078

)

(30,158

)

(4,397,236

)

Share-based payments

 

 

257,906

 

 

257,906

 

 

257,906

 

At 30 June 2007

 

70,243,996

 

1,456,895

 

(45,743,100

)

25,957,791

 

145,018

 

26,102,809

 

Currency translation differences

 

 

(32,624

)

 

(32,624

)

(9,161

)

(41,785

)

Share of issued capital

 

 

 

 

 

11,154

 

11,154

 

Loss for the year

 

 

 

(5,446,089

)

(5,446,089

)

(5,549

)

(5,451,638

)

Total recognised income and expense for the year

 

 

(32,624

)

(5,446,089

)

(5,478,713

)

(3,556

)

(5,482,269

)

Share-based payments

 

 

164,533

 

 

164,533

 

 

164,533

 

At 30 June 2008

 

70,243,996

 

1,588,804

 

(51,189,189

)

20,643,611

 

141,462

 

20,785,073

 

 

 

 

Attributable to Members of Genetic Technologies Limited

 

 

 

 

 

Genetic Technologies Limited

 

Contributed
equity

 

Reserves

 

Accumulated
losses

 

Parent
interests

 

Minority
interests

 

Total equity

 

 

 

$

 

$

 

$

 

$

 

$

 

$

 

At 30 June 2006

 

70,243,996

 

1,195,632

 

(43,119,732

)

28,319,896

 

 

28,319,896

 

Loss for the year

 

 

 

(4,034,096

)

(4,034,096

)

 

(4,034,096

)

Total recognised income and expense for the year

 

 

 

(4,034,096

)

(4,034,096

)

 

(4,034,096

)

Share-based payments

 

 

221,872

 

 

221,872

 

 

221,872

 

At 30 June 2007

 

70,243,996

 

1,417,504

 

(47,153,828

)

24,507,672

 

 

24,507,672

 

Loss for the year

 

 

 

(8,114,963

)

(8,114,963

)

 

(8,114,963

)

Total recognised income and expense for the year

 

 

 

(8,114,963

)

(8,114,963

)

 

(8,114,963

)

Share-based payments

 

 

164,533

 

 

164,533

 

 

164,533

 

At 30 June 2008

 

70,243,996

 

1,582,037

 

(55,268,791

)

16,557,242

 

 

16,557,242

 

 

22



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

NOTES TO THE FINANCIAL STATEMENTS

 

For the year ended 30 June 2008

 

1.      CORPORATE INFORMATION

 

The Financial Report of Genetic Technologies Limited (the “Company”) for the year ended 30 June 2008 was authorised for issue in accordance with a resolution of the Directors dated 27 August 2008.  Genetic Technologies Limited is incorporated in Australia and is a company limited by shares.  The Company’s ordinary shares are publicly traded on the Australian Securities Exchange under the symbol GTG and, via Level II American Depositary Receipts, on the NASDAQ Global Market under the ticker GENE.  The nature of the Group’s activities and operations during the year ended 30 June 2008 are disclosed in the Directors’ Report.

 

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)     Basis of preparation

 

This general purpose Financial Report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001.

 

Compliance with IFRS

 

The Financial Report complies with Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

 

Historical cost convention

 

These financial statements have been prepared under the historical cost convention, as modified by the measurement of certain available-for-sale investments at fair value.

 

Significant accounting estimates

 

The preparation of 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.

 

(b)   New accounting standards and interpretations

 

In respect of the year ended 30 June 2008, the Group has adopted AASB 7 Financial Instruments; Disclosures, together with all consequential amendments which became applicable on 1 January 2007.  The adoption of this standard has only affected the disclosure in these financial statements.  There has been no affect on profit and loss or the financial position of the Group.

 

Certain Australian accounting standards and interpretations have been issued or amended that are not mandatory for the 30 June 2008 reporting period.  The assessment of the impact of these standards and interpretations which are considered to be of relevance to the Group and the parent entity is set out below.

 

·            AASB 123 (Revised) and AASB 2007-6: Borrowing Costs and consequential amendments to other Australian Accounting Standards

 

AASB 123 (Revised) is applicable to annual reporting periods beginning on or after 1 January 2009.  These amendments to AASB 123 require that all borrowing costs associated with a qualifying asset be capitalised.

 

·            AASB 101 (Revised) and AASB 2007-8: Presentation of Financial Statements and consequential amendments to other Australian Accounting Standards

 

AASB 101 (Revised) and AASB 2007-8 is applicable to annual reporting periods on or after 1 January 2009.  This Standard introduces a statement of comprehensive income.  Other revisions include impacts on the presentation of items in the statement of changes in equity, new presentation requirements for restatements or reclassifications of items in the financial statements, changes in the presentation requirements for dividends and changes to the titles of the financial statements.  These amendments are only expected to affect the presentation of the Group’s Financial Report and will not have a direct impact on the measurement and recognition of amounts disclosed in the Financial Report.  The Group has not determined at this stage whether to present a single statement of comprehensive income or two separate statements.

 

23



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

(b)     New accounting standards and interpretation (cont.)

 

·                 AASB 2008-1: Amendments to Australian Accounting Standard — Share-based Payments: Vesting Conditions and Cancellations

 

AASB 2008-1 is applicable to annual reporting periods beginning on or after 1 January 2009.  The amendments clarify the definition of “vesting conditions”, introducing the term “non-vesting conditions” for conditions other than vesting conditions as specifically defined and prescribe the accounting treatment of an award that is effectively cancelled because a non-vesting condition is not satisfied.  The Group has share-based payment arrangements that may be affected by these amendments.  However, the Group has not yet determined the extent of the impact, if any.

 

·                 AASB 2008-5 and AASB 2008-6: Improvements to IFRSs

 

AASB 2008-5 and AASB 2008-6 are applicable to annual reporting periods beginning on or after 1 January 2009 except for amendments to IFRS 5, which are effective from 1 July 2009.  The improvements project is an annual project that provides a mechanism for making non-urgent, but necessary, amendments to IFRSs.  The IASB has separated the amendments into two parts: Part 1 deals with changes the IASB identified resulting in accounting changes; Part II deals with either terminology or editorial amendments that the IASB believes will have minimal impact.  The Group has not yet determined the extent of the impact of the amendments, if any.

 

·                 AASB 3 (Revised): Business Combinations

 

AASB 3 (Revised) is applicable to annual reporting periods beginning on or after 1 January 2009.  The revised standard introduces a number of changes to the accounting for business combinations, the most significant of which allows entities a choice for each business combination entered into — to measure a non-controlling interest (formerly a minority interest) in the acquiree either at its fair value or at its proportionate interest in the acquiree’s net assets.  This choice will effectively result in recognising goodwill relating to 100% of the business (applying the fair value option) or recognising goodwill relating to the percentage interest acquired.  The changes apply prospectively.

 

The Group has entered into a business combination during the financial year ending 30 June 2009 (Note 40).  However, the Group has not yet assessed the impact of early adoption, including which accounting policy to adopt.

 

·                 AASB 127 (Revised): Consolidated and Separate Financial Statements

 

AASB 127 (Revised) is applicable to annual reporting periods beginning on or after 1 January 2009.  Under the revised standard, a change in the ownership interest of a subsidiary (that does not result in loss of control) will be accounted for as an equity transaction.  If the Group changes its ownership interest in existing subsidiaries in the future, the change will be accounted for as an equity transaction.  This will have no impact on goodwill, nor will it give rise to a gain or a loss in the Group’s income statement.

 

·                 AASB 2008-7: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate

 

Amendments to International Financial Reporting Standards is applicable to annual reporting periods ending on or after 1 January 2009.  The main amendments of relevance to Australian entities are those made to IAS 27 deleting the “cost method” and requiring all dividends from a subsidiary, jointly controlled entity or associate to be recognised in profit or loss in an entity’s separate financial statements (i.e., parent company accounts).  The distinction between pre- and post-acquisition profits is no longer required.  However, the payment of such dividends requires the entity to consider whether there is an indicator of impairment.  AASB 127 has also been amended to effectively allow the cost of an investment in a subsidiary, in limited reorganisations, to be based on the previous carrying amount of the subsidiary (that is, share of equity) rather than its fair value.  The application of these amendments will not have any material impact on the Financial Report of the Group and the parent entity.  However, if the Group enters into any group reorganisation establishing new parent entities, an assessment will need to be made to determine if the reorganisation meets the conditions imposed to be effectively accounted for on a “carry-over basis” rather than at fair value.

 

·                 AASB 2008-5 and AASB 2008-6: Australian Accounting Standards arising from the Annual Improvements Project

 

Amendments to International Financial Reporting Standards is applicable to annual reporting periods ending on or after 1 January 2009.  The improvements project is an annual project that provides a mechanism for making non-urgent, but necessary, amendments to IFRSs.  The IASB has separated the amendments into two parts: Part 1 deals with changes the IASB identified resulting in accounting changes; and Part II deals with either terminology or editorial amendments that the IASB believes will have minimal impact.  The Group has not yet determined the extent of the impact of the amendments, if any.

 

These are the only changes which are expected to be of relevance to the Group.

 

24



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

(c)     Basis of consolidation

 

The consolidated financial statements comprise the financial statements of Genetic Technologies Limited and its subsidiaries (collectively the “Group”).  The financial statements of subsidiaries are prepared for the same reporting period as the parent, using consistent accounting policies.  Adjustments are made to bring into line any dissimilar accounting policies that may exist.  All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full.  Unrealised losses are eliminated unless costs cannot be recovered.

 

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.  Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which Genetic Technologies Limited has control.  Minority interests represent the interests not held by the Group in Gtech International Resources Limited, ImmunAid Pty. Ltd. and AgGenomics Pty. Ltd.

 

(d)              Foreign currency translation

 

Both the functional and presentation currency of Genetic Technologies Limited and its Australian subsidiaries is the Australian dollar (AUD).  Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction.  Monetary assets and liabilities which are denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date.  All differences are taken to the income statement.

 

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate ruling at the date of the initial transaction.  Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates ruling at the date when the fair value was determined.

 

The functional currencies of the Company’s three overseas subsidiaries are as follows:

 

Gtech International Resources Limited – Canadian dollars (CAD)

GeneType AG – Swiss francs (CHF)

GeneType Corporation – United States dollars (USD)

 

As at the reporting date, the assets and liabilities of these overseas subsidiaries are translated into the presentation currency of Genetic Technologies Limited at the rate of exchange ruling at the balance sheet date and the income statements are translated at the weighted average exchange rates for the period.  The exchange differences arising on the retranslation are taken directly to a separate component of equity.  On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the income statement.

 

(e)              Fair value estimation

 

The fair value of financial instruments that are not traded in an active market (for example, non-listed equity securities classified as available-for-sale assets) is determined using valuation techniques, including the last price at which shares were issued to third parties, where amounts are reliably measured.  The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date.  Information including quoted market prices and details of recent capital raisings is used to determine fair value for these remaining financial instruments.  Available-for-sale investments are measured at approximate market value, where fair value cannot be reliably determined.

 

The carrying value less impairment provision of trade receivables are assumed to approximate their fair values due to their short-term nature.

 

(f)      Segment reporting

 

An operating segment is a component of the Group:

 

·            that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group);

 

·            whose operating results are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and

 

·            for which discrete financial information is available.

 

The Group elected to early adopt AASB 8: Segment Reporting as from 1 July 2006.

 

(g)             Earnings per share

 

Basic EPS is calculated as the net loss attributable to members divided by the weighted average number of ordinary shares.

 

25



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

2.                  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

(h)             Revenue recognition

 

Revenues are recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenues can be reliably measured.  Revenues are recognised at the fair value of the consideration received or receivable net of the amounts of goods and services tax (GST).  The following specific recognition criteria must also be met before revenue is recognised:

 

License fees received

 

License fee income is recorded on the execution of a binding agreement where the Group has no future obligations, income is fixed and determinable, and collection is reasonably assured.  The Group does not grant refunds to its customers.  Refer also to Note 2(y).

 

Rendering of services

 

Revenues from the rendering of services are recognised when the provision of these services is completed and the fee for the services provided is recoverable.  Service arrangements are of short duration (in most cases less than three months).

 

Royalties and annuities received

 

The Company licenses the use of its patented genetic technologies.  Royalties and annuities arising from these licenses are recognised when earned in accordance with the substance of the agreement, in cases where no future performance is required by the Company, and collection is reasonably assured.

 

Interest received

 

Revenue is recognised as the interest accrues using the effective interest method.  Interest charged on loans to related parties is charged on commercial and arm’s-length terms and conditions.

 

Research and development grants received

 

The Company receives non-refundable grants that assist the Company to fund specific research and development projects.  These grants generally provide for the reimbursement of approved costs incurred as defined in the various agreements.  Government grants are recorded as other income when they become receivable, i.e. when key milestones set within each agreement are achieved and accepted by all parties to the grant, no performance obligation remains and collectibility is reasonably assured.

 

(i)                Share-based payment transactions

 

The Group provides benefits to employees of the Group in the form of share-based payment transactions, whereby employees render services and receive rights over shares (“equity-settled transactions”).  There is currently a Staff Share Plan in place to provide these benefits to senior executives, consultants and employees.  The cost of these equity-settled transactions is measured by reference to the fair value at the date they are granted.  The fair value is determined by an external valuer using a Black-Scholes option pricing model.

 

In valuing equity-settled transactions, no account is taken of any performance conditions.  The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the relevant vesting conditions are fulfilled, ending on the date that the relevant employees become fully entitled to the award (“vesting date”).

 

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired; and (ii) the number of awards that, in the opinion of the Directors of the Group, will ultimately vest.  This opinion is formed based on the best information available at balance date.

 

No expense is recognised for any awards that do not ultimately vest.  Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified.  In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.  Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately.  However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.  Where appropriate, the dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

 

26



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

2.                  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

(j)                Income tax

 

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and unused tax losses.

 

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.  However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss.  Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.  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.

 

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.  Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.  Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.  Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

 

Tax consolidation legislation

 

Genetic Technologies Limited and its wholly-owned Australian-resident subsidiaries have implemented the tax consolidation legislation.  The head entity, Genetic Technologies Limited, and the subsidiaries in the tax consolidated group account for their own current and deferred tax amounts.  These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand alone taxpayer in its own right.

 

In addition to its own current and deferred tax amounts, Genetic Technologies Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from subsidiaries in the tax consolidated group.

 

Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group.  Details about the tax funding agreement are disclosed in Note 7.  Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreements are recognised as a contribution to (or distribution from) wholly-owned tax subsidiaries.

 

(k)            Withholding tax

 

The Group generates revenues from the granting of licenses to parties resident in overseas countries.  Such revenues may be subject to the deduction of local withholding tax.  In certain cases, these revenues are paid to the Group without appropriate withholding tax having been deducted.  Accordingly, the Group recognises a provision in respect of the Directors’ best estimate of the amounts payable.

 

(l)                Other taxes

 

Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (GST) except where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables are stated with the amount of GST included.  The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

 

Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.  Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

 

(m)          Finance costs

 

Finance costs are recognised as an expense when incurred.

 

27



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

2.                  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

(n)             Cash and cash equivalents

 

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.  For the purposes of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above.  Cash at bank earns interest at floating rates based on daily bank deposit rates.  Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.

 

(o)              Trade and other receivables

 

Trade receivables, which are non-interest bearing and generally have terms of between 30 to 90 days, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts.  An allowance for doubtful debts is made when there is objective evidence that a receivable is impaired.  Such evidence includes an assessment of the debtor’s ability and willingness to pay the amount due.  The amount of the allowance/impairment loss is measured as the difference between the carrying amount of the trade receivables and the estimated future cash flows expected to be received from the relevant debtors.  No impairment charge has been recognised as an expense for the current year.  Details regarding interest rate and credit risk of current receivables are disclosed in Note 38.

 

(p)              Consumables

 

Consumables principally comprise laboratory and other supplies and are valued at the lower of cost and net realisable value.  Consumable costs are recognised as the purchase price of items from suppliers plus freight inwards and any applicable landing charges.  Costs are assigned on the basis of weighted average costs.

 

(q)              Restricted security deposits

 

Restricted security deposits include cash deposits held as security for the performance by the Company of certain contractual obligations.

 

(r)              Investments and other financial assets

 

All investments are initially recognised at cost, being the fair value of the consideration given plus directly attributable transaction costs.  After initial recognition, investments in subsidiaries are carried at cost, less any impairment disclosed in the separate financial statements of Genetic Technologies Limited.  Other investments, which are classified as available-for-sale, are measured at fair value if this can reliably be determined or at cost where fair value cannot be reliably determined.  Gains or losses on available-for-sale investments are recognised as a separate component of equity until the investment is sold, or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the income statement.

 

Available-for-sale investments

 

Available-for-sale investments consist of investments in ordinary shares which have no fixed maturity date or coupon rate.  The fair value of the unlisted available-for-sale investments has been estimated using valuation techniques based on assumptions that are not supported by observable market prices or rates.  Management believes the estimated fair values (where reliably measured) resulting from the valuation techniques and recorded in the balance sheet are reasonable and the most appropriate at the balance sheet date.  Any related changes in fair values are directly recorded in equity.  Available-for-sale investments are measured at approximate market value, where fair value cannot be reliably determined.

 

(s)              Property, plant and equipment

 

Plant and equipment is stated at cost less accumulated depreciation and any impairment in value.  Depreciation is calculated on either a straight-line or diminishing value basis over the estimated useful life of the respective asset as follows:

 

Laboratory equipment – 3 to 5 years

Computer equipment – 2 to 5 years

Office equipment – 2 to 5 years

Equipment under hire purchase – 3 years

Leasehold improvements – lease term, being between 4 and 10 years

 

Costs relating to day-to-day servicing of any item of property, plant and equipment, which may include the cost of small parts, are recognised in profit or loss as incurred.  The cost of replacing larger parts of some items of property, plant and equipment are capitalised when incurred and depreciated over the period until their next scheduled replacement.

 

28



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

2.                  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

(t)                Intangible assets

 

Patents

 

Patents held by the Group are used in the licensing, testing and research areas and are carried at cost and amortised on a straight-line basis over their useful lives, being from 5 to 10 years.  External costs incurred in filing and protecting patent applications, for which no future benefit is reasonably assured, are expensed as incurred.

 

Research costs

 

Costs relating to research activities are expensed as incurred.

 

(u)             Goodwill

 

Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities.  Following its initial recognition, goodwill is measured at cost less any accumulated impairment losses.  Goodwill is not amortised.

 

Goodwill is reviewed for impairment at each reporting date, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.  Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates.  Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised.

 

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation.  Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.

 

For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units.  Each unit or group of units to which the goodwill is so allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes; and is not larger than an operating segment in accordance with AASB 8 Operating Segments.

 

(v)               Impairment of assets (other than goodwill)

 

The Group assesses at each reporting date whether there is an indication that an asset may be impaired.  If any such indication exists, the Group makes an estimate of the asset’s recoverable amount.  An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset’s value-in-use cannot be estimated to be close to its fair value.  In such cases, the asset is tested for impairment as part of the cash-generating unit to which it belongs.  When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

 

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.  Impairment losses relating to operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at its revalued amount (in which case the impairment loss is treated as a revaluation decrease).

 

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased.  If such indication exists, the recoverable amount is estimated.  A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised.  If that is the case, the carrying amount of the asset is increased to its recoverable amount.  That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years.  Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase.  After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

 

(w)            Trade and other payables

 

Trade payables and other payables are carried at amortised cost and represent future liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.  Trade payables and other payables generally have terms of between 30 and 60 days.

 

29



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

2.                  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

(x)              Leases and hire purchase agreements

 

Finance leases and hire purchase agreements, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments.

 

Lease and hire purchase payments are apportioned between finance charges and a reduction of the associated liability so as to achieve a constant rate of interest on the remaining balance of the liability.  Finance charges are recognised as an expense in profit or loss.  Capitalised leased assets and assets under hire purchase are depreciated over the shorter of the estimated useful life of the asset or the term of the agreement.  Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases.  Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term.

 

(y)              Deferred revenue

 

License revenues and annuities

 

License revenues received in respect of future accounting periods are deferred until the Company has fulfilled its obligations under the terms of the agreement.  Where deferred revenue relates to a license agreement with a specific term but the Company has no future performance obligations, the revenue is recognised on a straight-line accruals basis over the term in accordance with the substance of the agreements.  Where revenue has been deferred because the Company has future performance obligations, revenue is recognised as the Company’s performance obligations are satisfied.  Any costs incurred relating to this future revenue are also deferred.

 

Where a licence agreement provides for the payment of regular annuities to the Company and the licencee has the right to terminate the agreement prior to the payment of those annuities with no penalty, the Company does not recognise revenue until such time as the associated cash payments are received, as it is not considered probable that the benefits of the transaction will flow to the Company until cash collection is made.  Where such annuities are paid in advance, the revenue is allocated on a pro-rata basis with the balance being reflected in the balance sheet as a deferred revenue liability.

 

Genetic testing revenues

 

The Company operates testing laboratories which provide genetic testing services.  The Company recognises revenue from the provision of testing services when the testing services have been completed.  Fees received in advance of the testing process are deferred until such time as the Company completes its performance obligations.

 

Grant revenues

 

Government grants are recognised when there is reasonable assurance that the grant will be received and all attaching conditions will be complied with.  When the grant relates to an expense item, it is recognised as income over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate.  When the grant relates to an asset, the fair value is credited to a deferred income account and is released to the income statement over the expected useful life of the relevant asset by equal annual instalments.

 

(z)              Provisions

 

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.  Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.  The expense relating to any provision is presented in the income statement net of any reimbursement.

 

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.  Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

 

(aa)        Contributed equity

 

Issued and paid up capital is recognised at the fair value of the consideration received by the Company.  Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a deduction, net of tax, of the share proceeds received.  The Company has a share-based payment option scheme under which options to subscribe for the Company’s shares have been granted to certain executives and other employees (refer Note 28).

 

(ab)        Reclassifications

 

Certain reclassifications have been made in the financial statements to ensure that prior year comparatives conform to current year presentations.

 

30



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

2.                  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

(ac)        Employee benefits

 

Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date.  These benefits include wages and salaries, annual leave and long service leave.  Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled.  All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date using the projected unit credit method.  Any unused sick leave is forfeited and not accumulated at year end.  Expenses for non-accumulating sick leave are recognised when the leave is taken during the year and are measured at rates paid or payable.

 

In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used.  Employee benefits expenses and revenues arising in respect of wages and salaries, non-monetary benefits, annual leave, long service leave and other leave benefits; and other types of employee benefits are recognised against profits on a net basis in their respective categories.

 

(ad)        Interest in joint venture operation

 

The Group’s interest in its joint venture operation is accounted for by recognising the Group’s assets and liabilities from the joint venture, as well as expenses incurred by the Group and the Group’s share of income earned from the joint venture, in the consolidated financial statements.

 

3.                  SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

 

Estimates and judgements are evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.

 

(a)              Significant accounting estimates and assumptions

 

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events.  The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of certain assets and liabilities within the next annual reporting period are set out below.

 

Share-based payments transactions

 

The Group measures the cost of equity-settled transactions with employees by reference to the value of the equity instruments at the date on which they are granted.  The fair value is determined by an external valuer using a Black-Scholes options pricing model, using the assumptions detailed in Note 34.

 

Impairment of intangible assets and goodwill

 

The Group determines whether intangible assets with indefinite useful lives, including goodwill, are impaired on at least a bi-annual basis, in accordance with the accounting policies stated in Notes 2(u) and 2(v).  This process requires an estimation to be made of the recoverable amount of the cash-generating units to which the respective assets are allocated.  These calculations require the use of assumptions which are detailed in Note 17.

 

Income and withholding taxes

 

The Group is subject to income and withholding taxes in both Australia and jurisdictions where it has foreign operations.  Significant judgement is required in determining the worldwide provision for income and withholding taxes.  There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain.  Where the final outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current, deferred and withholding tax provisions in the period in which such determination is made (refer Notes 2(j), 2(k) and 2(l)).  In addition, the Group has considered the recognition of deferred tax assets relating to carried forward tax losses to the extent there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same subsidiary against which the unused tax losses can be utilised.  However, utilisation of the tax losses also depends on the ability of the entity to satisfy certain tests at the time the losses are recouped.

 

(b)              Significant judgements in applying the entity’s accounting policies

 

Rehabilitation costs

 

As disclosed in Notes 31 and 33, the Group held an interest in a mining project as at 30 June 2008.  As at that date, the Group had recorded a provision for $94,987 in respect of its share of the estimated rehabilitation costs associated with the project (refer Note 22).  The amount of the provision was based on calculations provided to the Group by the project manager.  Refer to Note 40 Subsequent Events.

 

31



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

4.                  REVENUE

 

Revenue from operations

 

 

 

 

 

 

 

 

 

License fees received

 

9,904,191

 

8,678,084

 

9,904,191

 

8,678,084

 

Rendering of services

 

3,918,692

 

3,119,131

 

 

 

Royalties and annuities received

 

921,076

 

2,658,995

 

876,996

 

2,658,995

 

 

 

 

 

 

 

 

 

 

 

Total revenue from operations

 

14,743,959

 

14,456,210

 

10,781,187

 

11,337,079

 

 

 

 

 

 

 

 

 

 

 

Other revenue

 

 

 

 

 

 

 

 

 

Interest received

 

920,299

 

488,980

 

890,441

 

456,195

 

Rental recovery

 

31,945

 

31,945

 

 

 

Miscellaneous revenue

 

6,133

 

1,684

 

 

455

 

 

 

 

 

 

 

 

 

 

 

Total other revenue

 

958,377

 

522,609

 

890,441

 

456,650

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

15,702,336

 

14,978,819

 

11,671,628

 

11,793,729

 

 

5.                  OTHER INCOME

 

Grants received and related income

 

178,998

 

315,486

 

 

70,000

 

Write-back of provision for diminution of loan

 

80,000

 

 

80,000

 

 

Net gain on disposal of plant and equipment

 

17,608

 

 

 

 

Management fees received

 

 

 

20,000

 

 

Net gain on disposal of business

 

 

25,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other income

 

276,606

 

340,486

 

100,000

 

70,000

 

 

6.                  EXPENSES

 

Amortisation and depreciation expenses

 

 

 

 

 

 

 

 

 

Patents

 

3,544,000

 

3,412,482

 

650,000

 

3,544,000

 

Laboratory equipment

 

670,417

 

479,079

 

 

309,772

 

Equipment under hire purchase

 

392,573

 

537,335

 

392,573

 

537,335

 

Computer equipment

 

113,129

 

144,778

 

39,177

 

37,167

 

Office equipment

 

19,750

 

14,576

 

5,560

 

4,339

 

Leasehold improvements

 

15,286

 

14,742

 

 

 

 

 

 

 

 

 

 

 

 

 

Total amortisation and depreciation expenses

 

4,755,155

 

4,602,992

 

1,087,310

 

4,432,613

 

 

 

 

 

 

 

 

 

 

 

Employee benefits expenses

 

 

 

 

 

 

 

 

 

Wages and salaries

 

4,255,535

 

3,573,292

 

1,383,287

 

1,125,743

 

Consulting fees

 

863,538

 

792,759

 

549,742

 

524,930

 

Superannuation

 

368,978

 

312,730

 

125,992

 

101,405

 

Directors’ fees

 

316,260

 

188,674

 

310,288

 

183,657

 

Staff recruitment, training and amenities

 

255,964

 

151,636

 

175,834

 

104,474

 

Payroll tax

 

213,077

 

174,401

 

91,035

 

69,266

 

Share-based payments expense

 

164,533

 

257,906

 

164,533

 

221,872

 

Termination benefits

 

82,500

 

87,500

 

82,500

 

87,500

 

Fringe benefits tax

 

36,841

 

 

36,841

 

 

Workers’ compensation costs

 

11,740

 

17,746

 

5,046

 

3,961

 

 

 

 

 

 

 

 

 

 

 

Total employee benefits expenses

 

6,568,966

 

5,556,644

 

2,925,098

 

2,422,808

 

 

 

 

 

 

 

 

 

 

 

Finance costs

 

 

 

 

 

 

 

 

 

Other finance costs

 

34,725

 

24,540

 

13,508

 

6,783

 

Interest paid

 

32,038

 

66,389

 

32,038

 

66,378

 

 

 

 

 

 

 

 

 

 

 

Total finance costs

 

66,763

 

90,929

 

45,546

 

73,161

 

 

32



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

6.                  EXPENSES (cont.)

 

Impairment losses and other write-downs

 

 

 

 

 

 

 

 

 

Impairment loss on patents

 

2,378,000

 

1,150,000

 

2,378,000

 

1,150,000

 

Write-down of loans to subsidiaries

 

 

 

8,775,000

 

1,378,450

 

Write-off of loans to former subsidiaries

 

 

 

 

1,042,413

 

Impairment loss on investment in subsidiaries

 

 

 

267,045

 

546,945

 

Write-down of loans to other parties

 

 

80,000

 

 

80,000

 

Write-down of plant and equipment

 

 

76,960

 

 

 

 

 

 

 

 

 

 

 

 

 

Total impairment losses and other write-downs

 

2,378,000

 

1,306,960

 

11,420,045

 

4,197,808

 

 

 

 

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

 

 

 

 

Operating lease payments

 

501,239

 

445,384

 

 

 

Loss on sale of available-for-sale investments

 

 

 

 

 

 

 

 

 

Proceeds from sale

 

 

(332,709

)

 

(332,709

)

Less: carrying value at date of sale

 

 

366,016

 

 

366,016

 

 

 

 

 

 

 

 

 

 

 

Loss on sale

 

 

33,307

 

 

33,307

 

 

7.      INCOME TAX

 

Income tax expense

 

Current tax

 

 

 

1,344,005

 

1,521,550

 

Deferred tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregate income tax expense

 

 

 

1,344,005

 

1,521,550

 

 

Reconciliation of income tax expense to prima facie tax payable

 

 

 

 

 

 

 

 

 

Loss before income tax expense

 

(5,451,638

)

(4,345,702

)

(6,770,958

)

(2,512,546

)

Tax at the Australian tax rate of 30% (2007: 30%)

 

(1,635,491

)

(1,303,711

)

(2,031,287

)

(753,764

)

 

 

 

 

 

 

 

 

 

 

Tax effect amounts which are not deductible/(taxable) in calculating taxable income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment loss on investments in subsidiaries and write-down of intercompany loan balances

 

 

 

2,712,614

 

890,342

 

Share-based payments expense

 

49,360

 

77,372

 

49,360

 

66,562

 

Research and development expenses

 

(300,000

)

(206,646

)

 

 

Withholding tax expense

 

28,357

 

79,317

 

28,357

 

79,317

 

Other non-deductible items

 

8,704

 

26,690

 

5,881

 

14,226

 

 

 

(1,849,070

)

(1,326,978

)

764,925

 

296,683

 

 

 

 

 

 

 

 

 

 

 

Tax effect of adjustments relating to temporary differences

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortisation, impairment and depreciation expenses

 

1,894,372

 

1,622,603

 

1,026,172

 

1,661,788

 

Net movements in provisions

 

44,145

 

(202,337

)

11,718

 

(217,978

)

Settlement proceeds from Applera Corporation

 

(317,141

)

(342,627

)

(317,141

)

(342,627

)

Other

 

(5,964

)

225,153

 

(81,840

)

99,498

 

Tax losses now utilised

 

 

 

(59,829

)

 

Tax losses not recognised

 

233,658

 

24,186

 

 

24,186

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

 

1,344,005

 

1,521,550

 

 

33



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

7.      INCOME TAX (cont.)

 

Deferred tax assets

 

 

 

 

 

 

 

 

 

Withholding tax

 

326,361

 

324,837

 

326,361

 

324,837

 

Deferred revenue

 

41,682

 

96,395

 

 

64,931

 

Applera settlement

 

1,537,010

 

1,910,790

 

1,537,010

 

1,910,790

 

Intangible assets

 

 

 

1,473,068

 

617,698

 

Doubtful debts

 

 

24,000

 

 

24,000

 

Amortisation of hire purchase assets

 

392,573

 

537,335

 

392,573

 

537,335

 

Provisions

 

227,878

 

183,733

 

93,922

 

82,204

 

Other

 

 

34,567

 

 

34,567

 

 

 

 

 

 

 

 

 

 

 

Total deferred tax assets

 

2,525,504

 

3,111,657

 

3,822,934

 

3,596,362

 

 

 

 

 

 

 

 

 

 

 

Set-off of deferred tax liabilities pursuant to set-off provisions (refer below)

 

(223,898

)

(1,947,198

)

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax assets not brought to account

 

(2,301,606

)

(1,164,459

)

(3,822,934

)

(3,596,362

)

 

 

 

 

 

 

 

 

 

 

Total net deferred tax assets

 

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

 

 

 

 

 

Intangible assets

 

(223,898

)

(1,947,198

)

 

 

 

 

 

 

 

 

 

 

 

 

Total deferred tax liabilities

 

(223,898

)

(1,947,198

)

 

 

 

Tax losses

 

 

 

 

 

 

 

 

 

Unused tax losses for which no deferred tax asset has been recognised

 

19,479,430

 

19,245,772

 

18,460,517

 

17,542,857

 

 

 

 

 

 

 

 

 

 

 

Deferred tax asset @ 30%

 

5,843,829

 

5,773,732

 

5,538,155

 

5,262,857

 

 

Subject to the Group continuing to meet relevant statutory tests, the tax losses are available for offset against future taxable income.

 

Tax consolidation legislation

 

Genetic Technologies Limited and its wholly-owned Australian subsidiaries implemented the tax consolidation legislation as from 1 July 2003.  The accounting policy in relation to this legislation is set out in Note 2(j).

 

The entities in the tax consolidated group have entered into a Tax Sharing Agreement which, in the opinion of the Directors, limits the joint and several liabilities of the wholly-owned entities in the case of a default by the head entity, Genetic Technologies Limited.

 

The entities have also entered into a Tax Funding Agreement under which the wholly-owned entities fully compensate Genetic Technologies Limited for any current tax payable assumed and are compensated by Genetic Technologies Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Genetic Technologies Limited under the tax consolidation legislation.  The funding amounts are determined by reference to the amounts recognised in the subsidiaries’ financial statements.

 

The amounts receivable or payable under the Tax Funding Agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year.  During the year ended 30 June 2008, Genetic Technologies Limited has assumed $1,344,005 of losses from members of the tax consolidated group.  Payment for these amounts has been settled through the intercompany account in accordance with the Tax Funding Agreement.

 

As at 30 June 2008, there are no unrecognised temporary differences associated with the Group’s investments in subsidiaries or joint venture, as the Group has no liability for additional taxation should unremitted earnings be remitted (2007: $nil).

 

34



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

8.                  LOSS PER SHARE

 

The following reflects the income and share data used in the calculations of basic and diluted loss per share:

 

 

 

2008

 

2007

 

 

 

$

 

$

 

Loss for the year

 

(5,451,638

)

(4,345,702

)

Loss attributable to minority interests

 

5,549

 

17,159

 

 

 

 

 

 

 

Loss used in calculating loss per share

 

(5,446,089

)

(4,328,543

)

 

 

 

 

 

 

Weighted average number of ordinary shares used in calculating loss per share

 

362,389,899

 

362,389,899

 

 

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of these financial statements.  None of the 11,175,602 options over ordinary shares are considered to be dilutive for the purposes of calculating diluted loss per share and have therefore been excluded from the weighted average number of shares.

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

9.                  CASH AND CASH EQUIVALENTS

 

Reconciliation of cash and cash equivalents

 

 

 

 

 

 

 

 

 

Cash at bank and on hand

 

5,490,846

 

11,303,764

 

4,520,882

 

10,391,337

 

Short-term deposits

 

7,429,926

 

2,029,986

 

7,429,926

 

2,029,950

 

 

 

 

 

 

 

 

 

 

 

Current cash and cash equivalents

 

12,920,772

 

13,333,750

 

11,950,808

 

12,421,287

 

Current and non-current cash deposits (refer note)

 

450,000

 

450,000

 

450,000

 

450,000

 

 

 

 

 

 

 

 

 

 

 

Total cash and cash equivalents

 

13,370,772

 

13,783,750

 

12,400,808

 

12,871,287

 

 

Note:   As at 30 June 2008 and 2007, cash amounting to $450,000 was held on deposit as security for a bank guarantee (refer Notes 12 and 13).

 

Reconciliation of operating loss

 

 

 

 

 

 

 

 

 

Reconciliation of operating loss after income tax to net cash flows used in or provided by operating activities is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss after income tax

 

(5,451,638

)

(4,345,702

)

(8,114,963

)

(4,034,096

)

 

 

 

 

 

 

 

 

 

 

Adjust for non-cash items

 

 

 

 

 

 

 

 

 

Amortisation and depreciation expenses

 

4,755,155

 

4,602,992

 

1,087,310

 

4,432,613

 

Share-based payments expense

 

164,533

 

257,906

 

164,533

 

221,872

 

Impairment losses and other write-downs

 

2,378,000

 

1,306,960

 

11,420,045

 

4,197,808

 

Losses assumed from tax consolidated group

 

 

 

1,344,005

 

1,521,550

 

Net draw-downs under Applera settlement (Note 30)

 

(602,395

)

(747,533

)

(602,395

)

(747,533

)

Net foreign exchange losses

 

254,954

 

317,497

 

261,958

 

312,977

 

Profit / (loss) on sale of assets

 

(17,608

)

33,307

 

 

33,307

 

 

 

 

 

 

 

 

 

 

 

Adjust for changes in assets and liabilities

 

 

 

 

 

 

 

 

 

(Increase)/decrease in trade and other receivables

 

(948,940

)

753,678

 

(105,642

)

704,722

 

(Increase)/decrease in accrued interest

 

(852

)

844

 

(852

)

844

 

(Increase)/decrease in prepayments

 

(43,608

)

78,641

 

(29,516

)

103,473

 

(Increase)/decrease in consumables

 

(261,667

)

 

 

 

(Increase)/decrease in other financial assets

 

7,781

 

9,065

 

7,781

 

9,065

 

 

 

 

 

 

 

 

 

 

 

Increase/(decrease) in trade and other payables

 

421,704

 

(22,514

)

298,611

 

1,167,325

 

Increase/(decrease) in accrued expenses

 

(198,944

)

175,788

 

(192,474

)

163,154

 

Increase/(decrease) in deferred revenue

 

(182,376

)

287,638

 

(216,438

)

182,759

 

Increase/(decrease) in withholding tax payable

 

1,524

 

(275,629

)

1,524

 

(275,629

)

Increase/(decrease) in provisions

 

147,147

 

164,308

 

50,503

 

112,174

 

 

 

 

 

 

 

 

 

 

 

Net cash flows provided by operating activities

 

422,770

 

2,597,246

 

5,373,990

 

8,106,385

 

 

35



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

9.    CASH AND CASH EQUIVALENTS (cont.)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing facilities available

 

 

 

 

 

 

 

 

 

As at 30 June 2008, the following financing facilities had been negotiated and were available:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total facilities

 

 

 

 

 

 

 

 

 

Hire purchase facility

 

2,500,000

 

2,500,000

 

2,500,000

 

2,500,000

 

Credit cards

 

145,000

 

110,000

 

145,000

 

110,000

 

 

 

 

 

 

 

 

 

 

 

Facilities used as at reporting date

 

 

 

 

 

 

 

 

 

Hire purchase facility (Note 32)

 

(298,199

)

(523,967

)

(298,199

)

(523,967

)

Credit cards

 

(32,272

)

(19,797

)

(32,272

)

(19,797

)

 

 

 

 

 

 

 

 

 

 

Facilities unused as at reporting date

 

 

 

 

 

 

 

 

 

Hire purchase facility

 

2,201,801

 

1,976,033

 

2,201,801

 

1,976,033

 

Credit cards

 

112,728

 

90,203

 

112,728

 

90,203

 

 

Non-cash activities

 

During the financial year, the Group acquired plant and equipment with an aggregate fair value of $333,444 (2007: $40,330) by means of a hire purchase agreement (refer Note 32).

 

10.           TRADE AND OTHER RECEIVABLES (CURRENT)

 

Trade receivables

 

1,595,438

 

646,498

 

397,486

 

291,844

 

Accrued interest

 

1,300

 

448

 

1,300

 

448

 

Total current trade and other receivables

 

1,596,738

 

646,946

 

398,786

 

292,292

 

 

Note:

Trade receivables for both the Group and Genetic Technologies Limited include amounts due in European Euros of EUR 100,000 (2007: EUR 100,000) and US dollars of USD 68,100 (2007: USD 66,348).

Refer Note 38 for details of aging, interest rate and credit risks applicable to trade and other receivables for which, due to their short-term nature, their carrying value approximates their fair value.

 

11.           PREPAYMENTS AND OTHER ASSETS (CURRENT)

 

Prepayments

 

595,558

 

543,252

 

127,455

 

89,241

 

Consumables at the lower of cost and net realisable value

 

261,667

 

 

 

 

Total current prepayments and other assets

 

857,225

 

543,252

 

127,455

 

89,241

 

 

Note:

As at 30 June 2007, no consumables were recognised as consumables for the Group.

 

12.           PERFORMANCE BOND AND DEPOSITS (CURRENT)

 

Deposit for bank guarantee (note)

 

450,000

 

 

450,000

 

 

Performance bond

 

68,917

 

76,898

 

68,917

 

76,898

 

Other deposits

 

200

 

 

200

 

 

Total current performance bond and deposits

 

519,117

 

76,898

 

519,117

 

76,898

 

 

Note:

As at 30 June 2008, cash amounting to $450,000 was held on deposit as security for a bank guarantee of less than 12 month’s duration.

Refer Note 38 for details pertaining to the performance bond and other deposits.

 

13.           DEPOSITS (NON-CURRENT)

 

Deposit for bank guarantee (note)

 

 

450,000

 

 

450,000

 

Total non-current deposits

 

 

450,000

 

 

450,000

 

 

Note:

As at 30 June 2007, cash amounting to $450,000 was held on deposit as security for a bank guarantee of more than 12 month’s duration.

 

36



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

14.    RECEIVABLES (NON-CURRENT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans to other parties

 

 

 

 

 

 

 

 

 

Loans to unrelated parties

 

 

80,000

 

 

80,000

 

Less: provision for impairment

 

 

(80,000

)

 

(80,000

)

Net loans to unrelated parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans to subsidiaries

 

 

 

 

 

 

 

 

 

Loans to wholly-owned subsidiaries

 

 

 

26,771,275

 

21,656,024

 

Less: provision for impairment

 

 

 

(21,253,450

)

(12,478,450

)

Net loans to wholly-owned subsidiaries

 

 

 

5,517,825

 

9,177,574

 

Total net non-current receivables (Notes 37 and 38)

 

 

 

5,517,825

 

9,177,574

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of provision for impairment

 

 

 

 

 

 

 

 

 

Balance at the beginning of the financial year

 

(80,000

)

 

(12,478,450

)

(11,100,000

)

Add: reversal / (charge) during the year

 

80,000

 

(80,000

)

(8,775,000

)

(1,378,450

)

Balance at the end of the financial year

 

 

(80,000

)

(21,253,450

)

(12,478,450

)

 

Note:

Refer Note 38 for details of aging, interest rate and credit risks applicable to trade and other receivables for which, due to their short-term nature, their carrying value approximates their fair value.

 

15.           AVAILABLE-FOR-SALE INVESTMENTS (NON-CURRENT)

 

Unlisted shares, at fair value

 

207,195

 

233,330

 

207,195

 

233,330

 

Total non-current available-for-sale investments

 

207,195

 

233,330

 

207,195

 

233,330

 

 

16.           PROPERTY, PLANT AND EQUIPMENT

 

Laboratory equipment, at cost

 

3,853,103

 

3,807,360

 

 

1,388,697

 

Less: accumulated depreciation

 

(2,630,340

)

(2,558,113

)

 

(363,092

)

Net laboratory equipment

 

1,222,763

 

1,249,247

 

 

1,025,605

 

Computer equipment, at cost

 

726,020

 

691,950

 

132,552

 

128,952

 

Less: accumulated depreciation

 

(631,150

)

(518,674

)

(117,991

)

(78,814

)

Net computer equipment

 

94,870

 

173,276

 

14,561

 

50,138

 

Office equipment, at cost

 

162,912

 

148,775

 

22,554

 

19,317

 

Less: accumulated depreciation

 

(111,865

)

(92,115

)

(13,800

)

(8,240

)

Net office equipment

 

51,047

 

56,660

 

8,754

 

11,077

 

Equipment under hire purchase, at cost

 

1,895,669

 

1,632,868

 

1,895,669

 

1,632,868

 

Less: accumulated depreciation

 

(1,605,097

)

(1,227,463

)

(1,605,097

)

(1,227,463

)

Net equipment under hire purchase

 

290,572

 

405,405

 

290,572

 

405,405

 

Leasehold improvements, at cost

 

92,209

 

92,209

 

 

 

Less: accumulated depreciation

 

(47,704

)

(32,418

)

 

 

Net leasehold improvements

 

44,505

 

59,791

 

 

 

Total net property, plant and equipment

 

1,703,757

 

1,944,379

 

313,887

 

1,492,225

 

 

37



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

16.   PROPERTY, PLANT AND EQUIPMENT (cont.)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of property, plant and equipment

 

 

 

 

 

 

 

 

 

Opening gross carrying amount

 

5,897,162

 

5,427,100

 

3,169,834

 

2,360,232

 

Add: additions purchased during the year

 

1,023,536

 

946,062

 

309,968

 

809,602

 

Less: disposals made during the year

 

(190,785

)

(476,000

)

(1,429,027

)

 

Closing gross carrying amount

 

6,729,913

 

5,897,162

 

2,050,775

 

3,169,834

 

Opening accumulated depreciation

 

(3,952,783

)

(3,161,313

)

(1,677,609

)

(788,996

)

Add: depreciation expense charged

 

(1,211,155

)

(1,190,510

)

(437,310

)

(888,613

)

Less: disposals made during the year

 

137,782

 

399,040

 

378,031

 

 

Closing accumulated depreciation

 

(5,026,156

)

(3,952,783

)

(1,736,888

)

(1,677,609

)

Total net property, plant and equipment

 

1,703,757

 

1,944,379

 

313,887

 

1,492,225

 

 

Reconciliation of movements in property, plant and equipment by asset category

 

 

 

Opening

 

 

 

 

 

 

 

Closing

 

 

 

net carrying

 

Additions

 

Net disposals

 

Depreciation

 

net carrying

 

Asset category

 

amount

 

during year

 

during year

 

expense

 

amount

 

 

 

$

 

$

 

$

 

$

 

$

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Laboratory equipment

 

1,249,247

 

667,986

 

(24,053

)

(670,417

)

1,222,763

 

Computer equipment

 

173,276

 

38,282

 

(3,559

)

(113,129

)

94,870

 

Office equipment

 

56,660

 

14,137

 

 

(19,750

)

51,047

 

Equipment under hire purchase

 

405,405

 

303,131

 

(25,391

)

(392,573

)

290,572

 

Leasehold improvements

 

59,791

 

 

 

(15,286

)

44,505

 

Totals

 

1,944,379

 

1,023,536

 

(53,003

)

(1,211,155

)

1,703,757

 

Genetic Technologies Limited

 

 

 

 

 

 

 

 

 

 

 

Laboratory equipment

 

1,025,605

 

 

(1,025,605

)

 

 

Computer equipment

 

50,138

 

3,600

 

 

(39,177

)

14,561

 

Office equipment

 

11,077

 

3,237

 

 

(5,560

)

8,754

 

Equipment under hire purchase

 

405,405

 

303,131

 

(25,391

)

(392,573

)

290,572

 

Totals

 

1,492,225

 

309,968

 

(1,050,996

)

(437,310

)

313,887

 

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

17.   INTANGIBLE ASSETS AND GOODWILL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patents (refer notes below)

 

 

 

 

 

 

 

 

 

Patents, at cost

 

36,059,673

 

35,929,621

 

20,978,600

 

20,978,600

 

Less: accumulated amortisation and impairment losses

 

(30,085,287

)

(24,033,235

)

(20,660,767

)

(17,632,767

)

Net patents

 

5,974,386

 

11,896,386

 

317,833

 

3,345,833

 

Goodwill (refer notes below)

 

 

 

 

 

 

 

 

 

Goodwill, at cost

 

315,388

 

315,388

 

 

 

Total net intangible assets and goodwill

 

6,289,774

 

12,211,774

 

317,833

 

3,345,833

 

 

38



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

17.   INTANGIBLE ASSETS AND GOODWILL (cont.)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of patents

 

 

 

 

 

 

 

 

 

Opening gross carrying amount

 

35,929,621

 

36,223,593

 

20,978,600

 

20,978,600

 

Adjust for exchange rate movements

 

130,052

 

(293,972

)

 

 

Closing gross carrying amount

 

36,059,673

 

35,929,621

 

20,978,600

 

20,978,600

 

Closing accumulated amortisation and impairment losses

 

(24,033,235

)

(19,764,725

)

(17,632,767

)

(12,938,767

)

Add: amortisation expense charged

 

(3,544,000

)

(3,412,482

)

(650,000

)

(3,544,000

)

Less: impairment loss (refer notes below)

 

(2,378,000

)

(1,150,000

)

(2,378,000

)

(1,150,000

)

Adjust for exchange rate movements

 

(130,052

)

293,972

 

 

 

Closing accumulated amortisation and impairment losses

 

(30,085,287

)

(24,033,235

)

(20,660,767

)

(17,632,767

)

Total net patents

 

5,974,386

 

11,896,386

 

317,833

 

3,345,833

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of goodwill

 

 

 

 

 

 

 

 

 

Opening gross carrying amount

 

315,388

 

315,388

 

 

 

Less: write-off of goodwill

 

 

 

 

 

Total net goodwill

 

315,388

 

315,388

 

 

 

 

Impairment notes

 

Business combination

 

The patents and goodwill were purchased as part of various business combinations completed in previous years.

 

Goodwill

 

Goodwill is allocated to the Group’s cash-generating units (CGUs) on the basis of the appropriate operating segment.  The Group’s goodwill has been allocated to the testing operating segment to which it relates and is carried at cost.  There is no carrying amount of intangible assets with indefinite useful lives allocated to this segment.  In testing goodwill for impairment, the recoverable amount of a CGU is determined based on value-in-use calculations which use cash flow projections and are based on financial budgets approved by the Board.  In performing the value-in-use calculations, the Directors have assumed that the testing business will begin to generate an operating profit in the next 2 to 3 years based on projected revenue growth.  Should this time period be extended beyond 3 years, there is a possibility that the value-in-use may fall below the carrying value of the goodwill.

 

Based on Management forecasts, the cashflow projections assume testing revenues of $6.7 million for the year ending 30 June 2009.  As a key assumption, constant revenue growth of 18% is assumed beyond 2009 based on the historical five-year average growth rate applicable to the testing business.

 

Expenses are assumed to be relatively constant over time given that significant capacity is available with the existing laboratory equipment and that the testing business is relatively capital-intensive.  Management has assessed the future cashflows using discount rates ranging between 10% and 25% which result in the recoverable amount exceeding the carrying value of goodwill which is carried at cost.

 

Impairment of patents

 

The impairment loss for 2008 arose in respect of patents held within the research operating segment and resulted from a lack of progress with the research related to the commercialisation of certain applications of the technology covered by these patents.

 

Following a detailed scientific review of the work that had been undertaken in respect of one of the applications of the underlying technology, it was decided during the 2008 financial year to terminate the program.  In addition, whilst work continues in respect of the use of the technology in relation to other related areas, the lack of progress made as at balance date gave rise to an impairment charge of $2,378,000 during the year ended 30 June 2008 (refer Note 6).

 

39



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

17.   INTANGIBLE ASSETS AND GOODWILL (cont.)

 

Impairment of patents (cont.)

 

Given that the Company’s previous attempts to commercialise the technology associated with the patents have, so far, not delivered the anticipated revenues due to the factors mentioned previously, the Company believes that it is appropriate to base its assessment of the carrying value of the underlying patents as at 30 June 2008 around a further product based on the technology which has already been successfully completed and from the sale of which revenues have already been generated.  Accordingly, the carrying value of the underlying patents as at 30 June 2008 has been based on the anticipated net cash flows that the Company believes will be generated from the future sales of this product.

 

The cashflow forecasts associated with the impairment assessment of the patents have been projected to 2012, being the first year in which the respective patents will expire, using the Company’s estimated weighted average cost of capital and conservative projections of anticipated sales volumes over the next 4 years.  Further, given the competitive advantage afforded to the Company in respect of this product, a termination value has also been included to reflect that sales of the product are expected to continue beyond the date of the patent expiry.  The forecasts and associated recoverable amount has been determined by Management taking into account the sales that have been generated to date and the considerable interest arising from pre-launch market analysis.

 

With regards to the assessment of the value-in-use of the patents in the research operating segment, Management believes that there are no reasonably possible changes in any of the above key assumptions that would cause the carrying value of the patents to materially exceed their recoverable amount.

 

No other class of asset was impaired following from this exercise.  Further, no change in the useful economic life of these patents was noted.  The remaining amortisation period of the patents carried forward is between 2 to 4 years.

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

18.   OTHER ASSETS (NON-CURRENT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in subsidiaries

 

 

 

 

 

 

 

 

 

Unlisted shares, at cost

 

 

 

1,799,746

 

1,532,701

 

Less: provision for impairment

 

 

 

(1,773,035

)

(1,505,990

)

Net unlisted shares

 

 

 

26,711

 

26,711

 

Investment in listed subsidiary, at cost

 

 

 

424,535

 

424,535

 

Total investments in subsidiaries (Note 37)

 

 

 

451,246

 

451,246

 

Total non-current other assets

 

 

 

451,246

 

451,246

 

 

Note:  During the year, an impairment loss was raised in respect of the additional interest in a non-wholly-owned subsidiary (refer Note 37).

 

19.   TRADE AND OTHER PAYABLES (CURRENT)

 

Trade payables

 

1,292,009

 

852,561

 

289,841

 

570,932

 

Other payables

 

228,464

 

246,208

 

107,896

 

33,736

 

Accrued expenses

 

265,939

 

464,883

 

259,775

 

452,249

 

Loans from wholly-owned subsidiaries (Note 38)

 

 

 

1,640,320

 

1,134,778

 

 

 

 

 

 

 

 

 

 

 

Total current trade and other payables

 

1,786,412

 

1,563,652

 

2,297,832

 

2,191,695

 

 

Note:  Trade payables and other payables for the Group include amounts due in US dollars of USD 134,166 (2007: USD 326,978), European euros of EUR 22,531 (2007: EUR nil), Canadian dollars of CAD 5,211 (2007: CAD 5,438) and Swiss francs of CHF 2,870 (2007: CHF 4,030).

 

Trade payables and other payables for Genetic Technologies Limited include amounts due in US dollars of USD 100,804 (2007: USD 326,978) and European euros of EUR 22,531 (2007: EUR nil).

 

Refer Note 38 for details of contractual maturity and management of interest rate, foreign exchange and liquidity risks applicable to trade and other payables for which, due to their short-term nature, their carrying value approximates their fair value.

 

40



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

20.   INTEREST-BEARING LIABILITIES (CURRENT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hire purchase liability (Notes 32 and 38)

 

111,117

 

476,989

 

111,117

 

476,989

 

Total current interest-bearing liabilities

 

111,117

 

476,989

 

111,117

 

476,989

 

 

Note:  The carrying values of the hire purchase liabilities approximate their fair values.  During the current year and prior years, there were no defaults or breaches of any of the hire purchase agreements.

 

21.   DEFERRED REVENUE (CURRENT)

 

Genetic testing fees received in advance

 

138,941

 

104,879

 

 

 

Annuities received in advance

 

 

216,438

 

 

216,438

 

Total current deferred revenue

 

138,941

 

321,317

 

 

216,438

 

 

22.   PROVISIONS (CURRENT AND NON-CURRENT)

 

Current provisions

 

 

 

 

 

 

 

 

 

Annual leave

 

368,492

 

294,419

 

122,757

 

103,960

 

Long service leave

 

220,692

 

189,051

 

95,329

 

86,090

 

Rehabilitation costs

 

94,987

 

78,498

 

94,987

 

78,498

 

Total current provisions

 

684,171

 

561,968

 

313,073

 

268,548

 

 

 

 

 

 

 

 

 

 

 

Non-current provisions

 

 

 

 

 

 

 

 

 

Long service leave

 

75,421

 

50,477

 

11,445

 

5,467

 

Total non-current provisions

 

75,421

 

50,477

 

11,445

 

5,467

 

Total provisions

 

759,592

 

612,445

 

324,518

 

274,015

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of annual leave provision

 

 

 

 

 

 

 

 

 

Balance at the beginning of the financial year

 

294,419

 

244,010

 

103,960

 

76,142

 

Add: obligation accrued during the year

 

272,763

 

248,391

 

64,932

 

74,567

 

Less: utilised during the year

 

(198,690

)

(197,982

)

(46,135

)

(46,749

)

Balance at the end of the financial year

 

368,492

 

294,419

 

122,757

 

103,960

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of long service leave provision

 

 

 

 

 

 

 

 

 

Balance at the beginning of the financial year

 

239,528

 

204,127

 

91,557

 

85,699

 

Add: obligation accrued during the year

 

56,585

 

35,401

 

15,217

 

5,858

 

Less: utilised during the year

 

 

 

 

 

Balance at the end of the financial year

 

296,113

 

239,528

 

106,774

 

91,557

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of provision for rehabilitation costs

 

 

 

 

 

 

 

 

 

Balance at the beginning of the financial year

 

78,498

 

 

78,498

 

 

Add: costs accrued during the year (Note 31)

 

16,489

 

78,498

 

16,489

 

78,498

 

Balance at the end of the financial year

 

94,987

 

78,498

 

94,987

 

78,498

 

 

23.   INTEREST-BEARING LIABILITIES (NON-CURRENT)

 

Hire purchase liability (Notes 32 and 38)

 

187,082

 

46,978

 

187,082

 

46,978

 

Total non-current interest-bearing liabilities

 

187,082

 

46,978

 

187,082

 

46,978

 

 

Note:   The carrying values of the hire purchase liabilities approximate their fair values.  During the current year and prior years, there were no defaults or breaches of any of the hire purchase agreements.

 

41



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

24.   CONTRIBUTED EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued and paid-up capital

 

 

 

 

 

 

 

 

 

Fully paid ordinary shares

 

70,243,996

 

70,243,996

 

70,243,996

 

70,243,996

 

Total contributed equity

 

70,243,996

 

70,243,996

 

70,243,996

 

70,243,996

 

 

 

 

2008

 

2007

 

 

 

Shares

 

$

 

Shares

 

$

 

Movements in shares on issue

 

 

 

 

 

 

 

 

 

Balance at the beginning of the financial year

 

362,389,899

 

70,243,996

 

362,389,899

 

70,243,996

 

Add: shares issued during the year

 

 

 

 

 

Balance at the end of the financial year

 

362,389,899

 

70,243,996

 

362,389,899

 

70,243,996

 

 

Terms and conditions of contributed equity

 

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.  Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.  Effective 1 July 1998, the Corporations legislation abolished the concepts of authorised capital and par value shares.  Accordingly, the Company does not have authorised capital nor par value in respect of its issued capital.

 

Capital management

 

When managing capital, Management’s objective is to ensure that the Group continues as a going concern as well as to maintain optimal returns for shareholders and benefits for other stakeholders.  Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity.  The Group is not subject to any externally imposed capital requirements.

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

25.   RESERVES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

(47,930

)

(15,306

)

 

 

Share-based payments

 

1,636,734

 

1,472,201

 

1,582,037

 

1,417,504

 

Total reserves

 

1,588,804

 

1,456,895

 

1,582,037

 

1,417,504

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of foreign currency translation reserve

 

 

 

 

 

 

 

 

 

Balance at the beginning of the financial year

 

(15,306

)

23,229

 

 

 

Add: net currency translation loss

 

(32,624

)

(38,535

)

 

 

Balance at the end of the financial year

 

(47,930

)

(15,306

)

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of share-based payments reserve

 

 

 

 

 

 

 

 

 

Balance at the beginning of the financial year

 

1,472,201

 

1,214,295

 

1,417,504

 

1,195,632

 

Add: share-based payments

 

164,533

 

257,906

 

164,533

 

221,872

 

Balance at the end of the financial year

 

1,636,734

 

1,472,201

 

1,582,037

 

1,417,504

 

 

Nature and purpose of reserves

 

Foreign currency translation reserve

 

This reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.

 

Share-based payments reserve

 

This reserve is used to record the value of share-based payments provided to employees and others providing similar services as part of their remuneration.

 

42



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

26.   ACCUMULATED LOSSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at the beginning of the financial year

 

(45,743,100

)

(41,414,557

)

(47,153,828

)

(43,119,732

)

Add: net loss attributable to members of Genetic Technologies Limited

 

(5,446,089

)

(4,328,543

)

(8,114,963

)

(4,034,096

)

Balance at the end of the financial year

 

(51,189,189

)

(45,743,100

)

(55,268,791

)

(47,153,828

)

 

27.   MINORITY INTERESTS

 

Reconciliation of minority interests in subsidiaries

 

 

 

 

 

Balance at the beginning of the financial year

 

145,018

 

175,176

 

Add: movements during the year

 

 

 

 

 

Less: share of operating losses

 

(5,549

)

(17,159

)

Less: share of movement in reserves

 

(9,161

)

(12,999

)

Net loss attributable to minority interests

 

(14,710

)

(30,158

)

Add: share of issued capital

 

11,154

 

 

Balance at the end of the financial year

 

141,462

 

145,018

 

 

28.   OPTIONS

 

Options summary

 

As at 30 June 2008, the following options over ordinary shares in the Company were outstanding.

 

 

 

2008

 

Weighted ave. 

exercise price

 

2007

 

Weighted ave.

exercise price

 

Staff Share Plan options

 

11,175,602

 

$

0.27

 

11,977,500

 

$

0.52

 

Other options

 

 

 

600,000

 

$

0.70

 

Total number of options outstanding

 

11,175,602

 

$

0.27

 

12,577,500

 

$

0.53

 

 

The movements in the number of options in each respective class are detailed below.

 

Unlisted Staff Share Plan options

 

On 30 November 2001, the Directors of the Company established a Staff Share Plan.  Pursuant to the terms of the Plan, the Directors of the Company may, at their discretion, grant options over the ordinary shares in Genetic Technologies Limited to executives, consultants and employees of the Group.  The options, which are granted at nil cost, are typically granted for a term of 6 years and have various vesting periods.  The options are not transferable and are not quoted on the Australian Securities Exchange.  The options lapse at the earlier of employment termination or six years.  As at 30 June 2008, there were 3 executives, 1 consultant and 27 employees who held options that had been granted under the Plan.  Options granted under the Plan carry no rights to dividends and no voting rights.  The movements in the numbers of Staff Share Plan options are as follows:

 

 

 

2008

 

Weighted ave.

exercise price

 

2007

 

Weighted ave.

exercise price

 

Balance at the beginning of the financial year

 

11,977,500

 

$

0.52

 

14,677,500

 

$

0.52

 

Add: options granted during the year

 

8,150,602

 

$

0.19

 

 

 

Less: options forfeited during the year

 

(2,900,000

)

$

0.41

 

(1,175,000

)

$

0.37

 

Less: options expired during the year

 

(6,052,500

)

$

0.57

 

(1,525,000

)

$

0.39

 

Balance at the end of the financial year

 

11,175,602

 

$

0.27

 

11,977,500

 

$

0.52

 

Exercisable at the end of the financial year

 

2,837,500

 

$

0.46

 

8,577,500

 

$

0.54

 

 

43



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

28.   OPTIONS (cont.)

 

Unlisted Staff Share Plan options (cont.)

 

No funds were raised from the exercise of options granted under the Staff Share Plan during the year ended 30 June 2008 (2007: $nil).  The numbers of Staff Share Plan options outstanding as at 30 June 2008 by ASX code, including the respective dates of expiry and exercise prices, are tabled below.  Refer Note 34 for further information.  The options listed below are not listed on ASX.

 

Option description

 

2008

 

Weighted ave.

exercise price

 

2007

 

Weighted ave.

exercise price

 

 

 

 

 

 

 

 

 

 

 

GTGAA (expiring 6 September 2010)

 

750,000

 

$

0.48

 

750,000

 

$

0.48

 

GTGAD (expiring 12 August 2011)

 

700,000

 

$

0.43

 

850,000

 

$

0.43

 

GTGAE (expiring 12 August 2011)

 

250,000

 

$

0.53

 

1,000,000

 

$

0.53

 

GTGAF (expiring 23 November 2011)

 

 

 

1,000,000

 

$

0.56

 

GTGAG (expiring 1 February 2012)

 

 

 

750,000

 

$

0.46

 

GTGAH (expiring 31 May 2012)

 

450,000

 

$

0.40

 

700,000

 

$

0.40

 

GTGAI (expiring 30 June 2013)

 

1,000,000

 

$

0.13

 

 

 

GTGAI (expiring 30 November 2007)

 

 

 

1,750,000

 

$

0.56

 

GTGAK (expiring 11 June 2009)

 

200,000

 

$

0.45

 

200,000

 

$

0.45

 

GTGAM (expiring 30 November 2007)

 

 

 

2,500,000

 

$

0.61

 

GTGAO (expiring 30 November 2007)

 

 

 

802,500

 

$

0.49

 

GTGAQ (expiring 20 May 2009)

 

700,000

 

$

0.44

 

700,000

 

$

0.44

 

GTGAS (expiring 20 May 2009)

 

175,000

 

$

0.38

 

175,000

 

$

0.38

 

GTGAU (expiring 17 January 2012)

 

 

 

200,000

 

$

0.45

 

GTGAW (expiring 24 September 2012)

 

3,650,602

 

$

0.17

 

 

 

GTGAY (expiring 23 October 2012)

 

2,800,000

 

$

0.22

 

 

 

GTGAZ (expiring 27 February 2010)

 

200,000

 

$

0.56

 

200,000

 

$

0.56

 

GTGAZ (expiring 27 February 2010)

 

300,000

 

$

0.49

 

400,000

 

$

0.49

 

Balance at the end of the financial year

 

11,175,602

 

$

0.27

 

11,977,500

 

$

0.52

 

 

Details of the options issued under the Staff Share Plan that are outstanding as at 30 June 2008 are as follows:

 

Option description

 

Vesting details

 

 

 

GTGAA (expiring 6 September 2010)

 

Vesting fully on 6 September 2008

GTGAD (expiring 12 August 2011)

 

Vesting fully on 12 August 2009

GTGAE (expiring 12 August 2011)

 

Vesting fully on 12 August 2009

GTGAH (expiring 31 May 2012)

 

Vesting fully on 31 May 2010

GTGAI (expiring 30 June 2013)

 

Vesting fully on 30 June 2011

GTGAK (expiring 11 June 2009)

 

Options are fully vested as at 30 June 2008

GTGAQ (expiring 20 May 2009)

 

Options are fully vested as at 30 June 2008

GTGAS (expiring 20 May 2009)

 

Options are fully vested as at 30 June 2008

GTGAW (expiring 24 September 2012)

 

Vesting fully on 24 September 2010

GTGAY (expiring 23 October 2012)

 

Vesting fully on 23 October 2010

GTGAZ (expiring 27 February 2010)

 

Options are fully vested as at 30 June 2008

 

Unlisted Other options

 

On 2 August 2001, the Company announced that it had entered into an agreement with GTH Capital (now GMCG, LLC, “GMCG”) of New York, USA to pursue the listing of its Level II American Depositary Receipts on the NASDAQ stock exchange.  Under the agreement, the Company agreed to issue 900,000 options at an exercise price of $0.70 to GMCG within three years.  During the 2005 financial year, GMCG was entitled to receive 600,000 of the options which were subsequently granted on 27 October 2004.  On 7 September 2007, the options expired.  The movements in the numbers of these options are as follows:

 

 

 

2008

 

Weighted ave.

exercise price

 

2007

 

Weighted ave.

exercise price

 

Balance at the beginning of the financial year

 

600,000

 

$

0.70

 

600,000

 

$

0.70

 

Less: options that expired during the year

 

(600,000

)

$

0.70

 

 

 

Balance at the end of the financial year

 

 

 

600,000

 

$

0.70

 

 

44



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

29.   SEGMENT INFORMATION

 

Identification of reportable segments

 

The Group has identified its four reportable operating segments based on the similarity of the products produced and sold and/or the services provided, as these represent the sources of the Group’s major risks and have the greatest effect on the rates of return.  The separate groups of similar products and services are then divided into operating businesses, the performances of which are reported to the Chief Executive Officer, the Management team and the Board of Directors on a monthly basis.

 

Identification of reportable segments

 

Business segments

 

Licensing – involves the out-licensing of the Group’s “non-coding” technology.

Testing – involves the provision of a range of genetic testing services.

Research – involves the undertaking of a range of research and development projects in the field of genetics and related areas.

Corporate – involves the management of the Group’s corporate activities.

 

Business segments

 

 

 

 

 

Revenues and income

 

 

 

 

 

 

 

Amortisation

 

Segment

 

 

 

Sales

 

Other

 

Totals

 

Result

 

Assets

 

Liabilities

 

/depreciation

 

 

 

 

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

Licensing

 

2008

 

10,825,267

 

 

10,825,267

 

6,000,724

 

2,447,788

 

(229,445

)

(2,900,722

)

 

 

2007

 

11,337,079

 

 

11,337,079

 

7,229,326

 

8,846,395

 

(1,194,853

)

(2,770,911

)

Testing

 

2008

 

3,918,692

 

17,608

 

3,936,300

 

(2,251,040

)

2,892,870

 

(1,186,880

)

(1,019,958

)

 

 

2007

 

3,119,131

 

25,000

 

3,144,131

 

(3,323,326

)

2,246,571

 

(964,401

)

(946,689

)

Research

 

2008

 

 

210,943

 

210,943

 

(6,000,122

)

4,817,373

 

(740,256

)

(761,593

)

 

 

2007

 

 

347,431

 

347,431

 

(3,483,985

)

4,012,800

 

(268,185

)

(813,760

)

Corporate

 

2008

 

 

1,006,432

 

1,006,432

 

(3,201,200

)

13,936,547

 

(1,152,924

)

(72,882

)

(note)

 

2007

 

 

490,664

 

490,664

 

(4,767,717

)

14,343,261

 

(918,779

)

(71,632

)

Totals

 

2008

 

14,743,959

 

1,234,983

 

15,978,942

 

(5,451,638

)

24,094,578

 

(3,309,505

)

(4,755,155

)

 

 

2007

 

14,456,210

 

863,095

 

15,319,305

 

(4,345,702

)

29,449,027

 

(3,346,218

)

(4,602,992

)

 

 

 

 

 

Impairment

 

Purchases of

 

Net cash flows (used in) / provided by

 

Segment

 

 

 

losses/ write downs

 

equipment

 

operating activities

 

investing activities

 

financing activities

 

 

 

 

 

$

 

$

 

$

 

$

 

$

 

Licensing

 

2008

 

 

6,030

 

7,641,118

 

(6,030

)

 

 

 

2007

 

 

294

 

9,633,894

 

(801

)

 

Testing

 

2008

 

 

962,904

 

(1,778,767

)

(21,996

)

(385,350

)

 

 

2007

 

(76,960

)

864,938

 

(671,312

)

(81,853

)

(357,275

)

Research

 

2008

 

(2,378,000

)

5,675

 

(2,679,753

)

(5,675

)

(106,169

)

 

 

2007

 

(1,150,000

)

57,030

 

(3,407,060

)

(20,759

)

(128,468

)

Corporate

 

2008

 

 

48,978

 

(2,759,828

)

(13,698

)

(37,380

)

 

 

2007

 

(80,000

)

23,800

 

(2,958,276

)

197,423

 

(16,762

)

Totals

 

2008

 

(2,378,000

)

1,023,587

 

422,770

 

(47,399

)

(528,899

)

 

 

2007

 

(1,306,960

)

946,062

 

2,597,246

 

94,010

 

(502,505

)

 

Note:  Other revenue - corporate includes interest received of $920,299 (2007: $488,980) (refer Note 4).

There were no intersegment sales.

 

Geographic information

 

Australia – is the home country of the parent entity and the location of the Company’s testing facilities and licensing activities.

Canada – is the home of Gtech International Resources Limited.

Switzerland – is the home of GeneType AG.

 

45



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

29.           SEGMENT INFORMATION (cont.)

 

Geographic information (cont.)

 

Revenues are allocated on the basis of the geographical location of the entities which earn them.  The following table presents sales and other income and revenue on the basis of geographical locations for the years ended 30 June 2008 and 30 June 2007.

 

Segment

 

 

 

Sales revenue

 

Other

 

Totals

 

 

 

 

 

$

 

$

 

$

 

Australia

 

2008

 

14,743,959

 

1,223,833

 

15,967,792

 

 

 

2007

 

14,456,210

 

849,827

 

15,306,037

 

 

 

 

 

 

 

 

 

 

 

Canada

 

2008

 

 

11,133

 

11,133

 

 

 

2007

 

 

13,261

 

13,261

 

 

 

 

 

 

 

 

 

 

 

Switzerland

 

2008

 

 

17

 

17

 

 

 

2007

 

 

7

 

7

 

Totals

 

2008

 

14,743,959

 

1,234,983

 

15,978,942

 

 

 

2007

 

14,456,210

 

863,095

 

15,319,305

 

 

Segment products and locations

 

The four principal business segments of the Group are licensing, genetic testing, research and corporate.  The principal geographic segment is Australia, with the Company’s headquarters being located in Melbourne in the State of Victoria.

 

Segment accounting policies

 

Segment information is prepared in conformity with the accounting policies of the entity as disclosed in Note 2(f) and Accounting Standard AASB 8 Operating Segments.  As a result, the primary reporting segments now reflect more closely the information that Management uses to make decisions about operating matters.  Specifically, segment information is disclosed for the licensing, genetic testing and research operations which were previously disclosed within the biotechnology segment.

 

The following items are allocated to the corporate segment as they are not considered part of the core operations of any of the other three segments:

 

·      Interest received (Note 4)

·      Net gains/(losses) on the sale of available-for-sale investments (Note 6)

·      Finance costs (Note 6)

·      Income tax expense (Note 7)

 

Major customers

 

The Group has a number of major customers to which it provides both products and services.  During the year ended 30 June 2008, there were two customers from whom the Group generated revenues representing more than 10% of the total consolidated revenue from operations.  The most significant of these customers represented approximately 38.3% of total revenue from operations.

 

30.           CONTINGENT ASSETS

 

On 12 December 2005, the Company announced it had reached a final settlement of its patent dispute with Applera Corporation.  As part of the settlement, the parties executed a number of binding agreements, including a supply agreement, pursuant to which Applera agreed to supply the Company with certain equipment and reagents which the Company uses in its genetic testing business.  The total value of these credits was $8,547,500, comprising equipment credits to the value of $4,602,500 and reagent credits to the value of $3,945,000.  As at 30 June 2007, the Company had drawn down equipment and reagents under the supply agreement with a total value of $2,178,197.  During the year ended 30 June 2008, the Company drew down equipment and reagents under the supply agreement with a total value of $1,587,626.  Of this amount, a total of $1,057,135 (comprising equipment credits of $662,635 and reagent credits of $394,500) was recognised as income during the year ended 30 June 2008 and disclosed in Note 4 as part of license fees received, whilst the remaining $530,491 represented the balance of certain prepaid service contracts.  Accordingly, as at 30 June 2008, the Company had a contingent asset representing remaining credits available to it with a total value of $4,781,677.

 

31.           CONTINGENT LIABILITIES

 

The Group has been notified of a number of native title claims under the Commonwealth Native Title Act, 1993, covering exploration tenements in the North Laverton Joint Venture in Western Australia in which the Group has a direct equity interest (refer Note 33).  Due to the sale of the Company’s interest in the Joint Venture on 27 August 2008, the potential impact of any claim or the claims in aggregate is no longer relevant.

 

46



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

32.   COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hire purchase expenditure commitments

 

 

 

 

 

 

 

 

 

Minimum hire purchase payments

 

 

 

 

 

 

 

 

 

- not later than one year

 

134,027

 

496,675

 

134,027

 

496,675

 

- later than one year but not later than five years

 

204,532

 

49,474

 

204,532

 

49,474

 

- later than five years

 

 

 

 

 

Total minimum hire purchase payments

 

338,559

 

546,149

 

338,559

 

546,149

 

Less: future finance charges

 

(40,360

)

(22,182

)

(40,360

)

(22,182

)

Present value of hire purchase payments

 

298,199

 

523,967

 

298,199

 

523,967

 

Aggregate expenditure commitments comprise:

 

 

 

 

 

 

 

 

 

Current liability (Note 20)

 

111,117

 

476,989

 

111,117

 

476,989

 

Non-current liability (Note 23)

 

187,082

 

46,978

 

187,082

 

46,978

 

Total hire purchase expenditure commitments

 

298,199

 

523,967

 

298,199

 

523,967

 

 

On 14 January 2005, the Company executed a Master Asset Finance Agreement with National Australia Bank Limited in respect of a $2,500,000 asset finance facility (the “Facility”).  Since 14 January 2005, the Company has financed the acquisition of laboratory and office equipment under the Facility with a total value of $1,966,312.  Each of the Company’s Australian-resident subsidiaries has provided a guarantee to the Company in respect of the Facility.

 

Operating lease expenditure commitments

 

 

 

 

 

 

 

 

 

Minimum operating lease payments

 

 

 

 

 

 

 

 

 

- not later than one year

 

466,412

 

418,177

 

 

 

- later than one year but not later than five years

 

965,825

 

1,307,963

 

 

 

- later than five years

 

 

 

 

 

Total minimum operating lease payments

 

1,432,237

 

1,726,140

 

 

 

 

The operating lease relates to office and laboratory premises located in Fitzroy, Victoria that were occupied by the Company during the 2008 financial year.  The lease, which is in the name of GeneType Pty. Ltd. (a wholly-owned subsidiary of the Company), expires on 30 June 2011.  GeneType Pty. Ltd. has an option to extend the lease at its expiration for a further ten year period.  The premises are owned by Bankberg Pty. Ltd., a company associated with the Company’s former Chief Executive Officer and current Non-Executive Director, Dr. Mervyn Jacobson (refer Note 35).  GeneType Pty. Ltd. does not have an option to purchase the leased assets at the expiry of the lease period.

 

Research and development expenditure commitments

 

 

 

 

 

 

 

 

 

Minimum research and development payments

 

 

 

 

 

 

 

 

 

- not later than one year

 

762,500

 

1,150,000

 

762,500

 

1,150,000

 

- later than one year but not later than five years

 

490,000

 

700,000

 

490,000

 

700,000

 

- later than five years

 

 

 

 

 

Total minimum research and development payments

 

1,252,500

 

1,850,000

 

1,252,500

 

1,850,000

 

 

On 15 June 2004, the Company entered into a Sponsored Research Agreement with C.Y. O’Connor ERADE Village Foundation in Perth, Western Australia pursuant to which Genetic Technologies Limited will contribute $900,000 per annum towards research for a period of five years, amounting to a total commitment of $4,500,000.  The Company will own any intellectual property arising from the research undertaken by the Foundation.  As at balance date, an amount of $450,000 remained payable under the Agreement.

 

On 1 April 2008, the Company entered into an Australian Research Council (ARC) Linkage Agreement with the University of Newcastle.  The Agreement relates to the synthesis of novel nematocidal compounds and complements an existing ARC Linkage Agreement that the Company has with the University of Melbourne.  The Company will contribute $90,000 per annum in cash over a period of three years from 2008 to 2010.  As at 30 June 2008, $802,500 remained payable under the Agreement, which included a non-cash in-kind contribution of $532,500.

 

47



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

32.           COMMITMENTS AND CONTINGENCIES (cont.)

 

Other capital expenditure commitments

 

As at 30 June 2008, the Company did not have any other significant contracted capital expenditure commitments.

 

Other expenditure commitments

 

As at 30 June 2008, the Company held a 14.66% (2007: 16.36%) direct equity interest in the North Laverton Joint Venture with Regis Resources Limited (“Regis”) (refer Note 33) which has continuing minimal expenditure requirements as prescribed by the Western Australian Mines Department in respect of its prospecting and exploration licenses and mining leases owned by the joint venture.  By agreement with the joint venture partner, the Company is not contributing any funding towards the project, as these costs are met by its joint venture partner.  As at 30 June 2008, the Company had recorded a provision for $94,987 in respect of its share of the estimated rehabilitation costs associated with the North Laverton project (refer Note 22).  The amount of the provision was based on calculations provided to the Company by Regis as project manager.  As disclosed in Note 40, however, the Company sold its entire interest in the joint venture to Regis on 27 August 2008 and, as part of this sale, has been fully indemnified by Regis against any future rehabilitation liabilities which may arise from the exploration activities of the joint venture undertaken up until the date of sale.  This indemnification will enable the Company, during the year ending 30 June 2009, to fully reverse the provision of $94,987 in respect of such liabilities which had been recorded in the Company’s balance sheet as at 30 June 2008.

 

33.           JOINT VENTURES

 

The Company holds a direct equity interest in the North Laverton Joint Venture with Regis Resources Limited in Western Australia.  The Company is not contributing any funding towards the project by agreement with the joint venture partner and does not have any involvement in its operations.  All liabilities of the joint venture are borne by the joint venture partner.  The Company’s investment in the joint venture has been written down to nil.  As a result of its election not to contribute its share of expenditures, the Company’s interest in the joint venture was diluted down to 14.66% as at 30 June 2008 (2007: 16.36%).  All joint venture interests have been valued at nil and no revenues or expenses have been derived or incurred during the year ended 30 June 2008.  As disclosed in Note 40, the Company sold its entire interest in the joint venture to Regis on 27 August 2008.

 

34.           EMPLOYEE BENEFITS

 

Staff Share Plan

 

On 30 November 2001, the Directors of the Company established a Staff Share Plan.  Pursuant to the terms of the Plan, the Directors may, at their discretion, grant options over the ordinary shares in the Genetic Technologies Limited to executives, consultants, employees, and formerly Non-Executive Directors, of the Group as detailed in Note 28.  As at 30 June 2008, there were 3 executives, 1 consultant and 27 employees who held options that had been granted under the Plan.  Information regarding the movements in the number of options granted under the Staff Share Plan is set out in Note 28.

 

The fair value of each option granted under the Staff Share Plan is estimated by an external valuer using a Black-Scholes option-pricing model with the following assumptions used for grants made during the years ended 30 June 2008 and 2007:

 

 

 

2008

 

2007 (note)

 

Dividend yield

 

 

 

Historic volatility and expected volatility

 

75%

 

N/A

 

Option exercises prices

 

$0.17 to $0.22

 

N/A

 

Weighted average exercise price

 

$0.19

 

N/A

 

Risk-free interest rate

 

5.99% - 6.50%

 

N/A

 

Expected life of an option

 

3 years - 5 years

 

N/A

 

 

Note:         No options were granted during the year ended 30 June 2007.

 

The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.

 

Superannuation commitments

 

The Group does not have any defined benefit funds.  The Group makes statutory contributions to various superannuation funds on behalf of all employees at a rate of 9% per annum, in addition to making other superannuation contributions as part of salary packaging arrangements with staff.  All contributions are expensed when incurred.  Contributions made by the Group of up to 9% per annum of employees’ wages and salaries are legally enforceable in Australia.

 

48



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

35.    RELATED PARTY DISCLOSURES

 

Ultimate parent

 

Genetic Technologies Limited is the ultimate Australian parent company.  As at the date of this Report, no shareholder controls more than 50% of the issued capital of the Company.

 

Transactions within the Group

 

During the year ended 30 June 2008:

 

·                  The Company transferred certain items of laboratory equipment to Genetic Technologies Corporation Pty. Ltd., a subsidiary, for $923,383, being its written down value at the date of transfer (1 July 2007).  Further, the Company transferred certain other items of laboratory equipment to GeneType Pty. Ltd., a subsidiary, for $102,222, being its written down value on the same date.

 

·                  AgGenomics Pty. Ltd., a subsidiary, paid interest to the Company amounting to $31,434 (2007: $26,254) in respect of an outstanding loan between the parties.

 

·                  ImmunAid Pty. Ltd., a subsidiary, paid management fees to the Company amounting to $20,000 (2007: $nil).

 

All amounts were charged on commercial, arm’s-length terms and at commercial rates.

 

Other related party transactions

 

As at 30 June 2008, a net amount of $5,517,825 (2007: $9,177,574) was receivable by the Company from its various subsidiaries (Note 14).  As at the same date, an amount of $1,640,320 (2007: $1,134,778) was payable by the Company to its wholly-owned subsidiaries (Note 19).  All such loans are unsecured, generally interest free and there are no fixed terms of repayment.

 

Also during the year, GeneType Pty. Ltd., a subsidiary, paid a total of $501,239 (2007: $445,384) to Bankberg Pty. Ltd., a company associated with former Chief Executive Officer and current Non-Executive Director, Dr. Mervyn Jacobson, for rent in respect of the office and laboratory premises in Fitzroy, Victoria that are leased by the Group.  Further, Genetic Technologies Limited paid a total of $414,133 to Transmedia Inc., another company associated with Dr. Jacobson, in respect of licensing services provided to the Company.

 

Finally, during the year ended 30 June 2008, Genetic Technologies Limited paid a total of $79,936 to Government Relations Australia Advisory Pty. Ltd., a company associated with Non-Executive Director Mr. John Dawkins AO, in respect of consulting services provided to the Company.

 

All transactions with Key Management Personnel have been entered into under terms and conditions no more favourable than those which the entity would have adopted if dealing at arm’s length.  Please refer to Note 36 for a description of transactions with Key Management Personnel.

 

36.    KEY MANAGEMENT PERSONNEL DISCLOSURES

 

Details of Key Management Personnel

 

Directors

 

Henry Bosch AO (Non-Executive Chairman)

Fred Bart (Non-Executive)

David Carruthers (Non-Executive)

John S. Dawkins AO (Non-Executive)

Dr. Mervyn Jacobson (Non-Executive)

Dr. Leanne Rowe (Non-Executive)

 

Note:         Dr. Jacobson retired as Chief Executive Officer on 24 September 2007 and was appointed as a Non-Executive Director on that date.

 

Dr. Rowe was appointed as a Non-Executive Director on 16 April 2008.

 

Executives

 

Michael B. Ohanessian (Chief Executive Officer)

Thomas G. Howitt (Chief Financial Officer and Company Secretary)

Ross Barrow (Chief Operating Officer)

Dr. Gary Cobon (Chief Scientific Officer)

 

Note:         Michael Ohanessian was appointed as Chief Executive Officer and as an Executive Director on 24 September 2007.
Ross Barrow was appointed as Chief Operating Officer on 14 April 2008.
Dr. Gary Cobon resigned as Chief Scientific Officer on 28 March 2008.

 

49



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

36.   KEY MANAGEMENT PERSONNEL DISCLOSURES (cont.)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration of Key Management Personnel

 

 

 

 

 

 

 

 

 

Short-term employee benefits

 

994,176

 

974,346

 

994,176

 

974,346

 

Post-employment benefits

 

144,861

 

141,390

 

144,861

 

141,390

 

Termination benefits

 

82,500

 

87,500

 

82,500

 

87,500

 

Long-term benefits

 

8,640

 

4,758

 

8,640

 

4,758

 

Share-based payments

 

124,776

 

233,612

 

124,776

 

233,612

 

Total remuneration of Key Management Personnel

 

1,354,953

 

1,441,606

 

1,354,953

 

1,441,606

 

 

Optionholdings of Key Management Personnel

30 June 2008

 

 

 

Opening

 

Number of options

 

Closing

 

Vested as at year end

 

Name of optionholder

 

balance

 

Granted

 

Exercised

 

Lapsed

 

balance

 

Total

 

Not exercisable

 

Exercisable

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Henry Bosch AO

 

500,000

 

 

 

(500,000

)

 

 

 

 

Fred Bart

 

500,000

 

 

 

(500,000

)

 

 

 

 

David Carruthers

 

 

 

 

 

 

 

 

 

John S. Dawkins AO

 

500,000

 

 

 

(500,000

)

 

 

 

 

Dr. Mervyn Jacobson

 

2,000,000

 

 

 

(2,000,000

)

 

 

 

 

Dr. Leanne Rowe AM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael B. Ohanessian

 

 

3,650,602

 

 

 

3,650,602

 

3,650,602

 

3,650,602

 

 

Thomas G. Howitt

 

1,000,000

 

1,000,000

 

 

 

2,000,000

 

2,000,000

 

1,312,500

 

687,500

 

Ross Barrow

 

 

1,000,000

 

 

 

1,000,000

 

1,000,000

 

1,000,000

 

 

Dr. Gary Cobon

 

750,000

 

500,000

 

 

(1,250,000

)

 

 

 

 

Geoffrey E. Newing

 

750,000

 

 

 

(750,000

)

 

 

 

 

Totals

 

6,000,000

 

6,150,602

 

 

(5,500,000

)

6,650,602

 

6,650,602

 

5,963,102

 

687,500

 

 

30 June 2007

 

 

 

Opening

 

Number of options

 

Closing

 

Vested as at year end

 

Name of optionholder

 

balance

 

Granted

 

Exercised

 

Lapsed

 

balance

 

Total

 

Not exercisable

 

Exercisable

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Henry Bosch AO

 

500,000

 

 

 

 

500,000

 

500,000

 

125,000

 

375,000

 

Dr. Mervyn Jacobson

 

2,000,000

 

 

 

 

2,000,000

 

2,000,000

 

 

2,000,000

 

Fred Bart

 

500,000

 

 

 

 

500,000

 

500,000

 

 

500,000

 

David Carruthers

 

 

 

 

 

 

 

 

 

John S. Dawkins AO

 

500,000

 

 

 

 

500,000

 

500,000

 

125,000

 

375,000

 

Robert J. Edge

 

500,000

 

 

 

(500,000

)

 

 

 

 

Prof. Deon J. Venter

 

1,000,000

 

 

 

(1,000,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas G. Howitt

 

1,000,000

 

 

 

 

1,000,000

 

1,000,000

 

562,500

 

437,500

 

Geoffrey E. Newing

 

750,000

 

 

 

 

750,000

 

750,000

 

562,500

 

187,500

 

Dr. Gary Cobon

 

750,000

 

 

 

 

750,000

 

750,000

 

562,500

 

187,500

 

Ian N. Christensen

 

300,000

 

 

 

(300,000

)

 

 

 

 

Totals

 

7,800,000

 

 

 

(1,800,000

)

6,000,000

 

6,000,000

 

1,937,500

 

4,062,500

 

 

50



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

36.    KEY MANAGEMENT PERSONNEL DISCLOSURES (cont.)

 

Shareholdings of Key Management Personnel

30 June 2008

 

Shares held in Genetic

 

Opening

 

Number of shares

 

Acquired on

 

Closing

 

Technologies Limited

 

balance

 

Bought

 

Sold

 

exercise of options

 

balance

 

Director

 

 

 

 

 

 

 

 

 

 

 

Henry Bosch AO

 

185,000

 

60,406

 

 

 

245,406

 

Fred Bart

 

25,918,214

 

 

 

 

25,918,214

 

David Carruthers

 

 

150,000

 

 

 

150,000

 

John S. Dawkins AO

 

 

 

 

 

 

Dr. Mervyn Jacobson

 

150,931,900

 

 

 

 

150,931,900

 

Dr. Leanne Rowe AM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive

 

 

 

 

 

 

 

 

 

 

 

Michael B. Ohanessian

 

 

70,000

 

 

 

70,000

 

Thomas G. Howitt

 

 

 

 

 

 

Ross Barrow

 

 

 

 

 

 

Dr. Gary Cobon

 

 

 

 

 

 

Totals

 

177,035,114

 

280,406

 

 

 

177,315,520

 

 

30 June 2007

 

Shares held in Genetic

 

Opening

 

Number of shares

 

Acquired on

 

Closing

 

Technologies Limited

 

balance

 

Bought

 

Sold

 

exercise of options

 

balance

 

Director

 

 

 

 

 

 

 

 

 

 

 

Henry Bosch AO

 

185,000

 

 

 

 

185,000

 

Dr. Mervyn Jacobson

 

150,931,900

 

 

 

 

150,931,900

 

Fred Bart

 

25,918,214

 

 

 

 

25,918,214

 

David Carruthers

 

 

 

 

 

 

John S. Dawkins AO

 

 

 

 

 

 

Robert J. Edge

 

 

 

 

 

 

Prof. Deon J. Venter (note)

 

25,000

 

 

 

 

25,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive

 

 

 

 

 

 

 

 

 

 

 

Thomas G. Howitt

 

 

 

 

 

 

Dr. Gary Cobon

 

 

 

 

 

 

Geoffrey E. Newing (note)

 

213,350

 

3,980,650

 

(746,654

)

 

3,447,346

 

Ian N. Christensen (note)

 

 

 

 

 

 

Totals

 

177,273,464

 

3,980,650

 

(746,654

)

 

180,507,460

 

 

Note:   Prof. Venter, Mr. Newing and Mr. Christensen all resigned during the years ended 30 June 2007 and 2008.

 

All equity transactions with Key Management Personnel, other than those arising from the exercise of options, have been entered into under terms and conditions no more favourable than those which the entity would have adopted if dealing at arm’s length.

 

Other transactions and balances with Key Management Personnel and their related parties

 

During the year ended 30 June 2008:

 

·                  GeneType Pty. Ltd. paid a total of $501,239 (2007: $445,384) to Bankberg Pty. Ltd., a company associated with Dr. Mervyn Jacobson, for rent in respect of the office and laboratory premises in Fitzroy, Victoria that are leased by the Group.

 

·                  The Company paid a total of $79,936 (2007: $nil) to Government Relations Australia Advisory Pty. Ltd., a company associated with Mr. John Dawkins AO, in respect of consulting services provided to the Group.

 

·                  The Company paid a total of $414,133 (2007: $nil) to Transmedia Inc., a company associated with Dr. Mervyn Jacobson, in respect of licensing services provided to the Group.

 

·                  Dr. Mervyn Jacobson acquired a total of 522 ordinary shares in ImmunAid Pty. Ltd., a subsidiary of the Company.  As at 30 June 2008, Dr. Jacobson held a total of 522 ordinary shares in ImmunAid Pty. Ltd., representing approximately 4.0% of that company’s total issued capital.

 

All transactions with Key Management Personnel are undertaken on normal commercial terms and conditions.

 

51



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

37.           SUBSIDIARIES

 

The following diagram is a depiction of the Group structure as at 30 June 2008.

 

 

 

 

 

 

Group interest (%)

 

Net carrying value ($ )

 

Name of Group company

 

Incorporation details

 

2008

 

2007

 

2008

 

2007

 

Entities held directly by parent

 

 

 

 

 

 

 

 

 

 

 

GeneType Pty. Ltd.

 

5 September 1990
Victoria, Australia

 

100

%

100

%

1

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

Genetic Technologies Corporation Pty. Ltd.

 

11 October 1996
N.S.W., Australia

 

100

%

100

%

2

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

RareCellect Pty. Ltd.

 

7 March 2001
N.S.W., Australia

 

100

%

100

%

10

 

10

 

 

 

 

 

 

 

 

 

 

 

 

 

GeneType AG

 

13 February 1989
Zug, Switzerland

 

100

%

100

%

26,698

 

26,698

 

 

 

 

 

 

 

 

 

 

 

 

 

GeneType Corporation

 

18 December 1989
California, U.S.A.

 

100

%

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gtech International Resources Limited

 

29 November 1968
Yukon Territory, Canada

 

75.8

%

75.8

%

424,535

 

424,535

 

 

 

 

 

 

 

 

 

 

 

 

 

ImmunAid Pty. Ltd. (refer note below)

 

21 March 2001
Victoria, Australia

 

69.2

%

68.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total carrying value (Note 18)

 

 

 

 

 

 

 

451,246

 

451,246

 

 

 

 

 

 

 

 

 

 

 

 

 

Entities held by other subsidiaries

 

 

 

 

 

 

 

 

 

 

 

AgGenomics Pty. Ltd.

 

15 February 2002
Victoria, Australia

 

50.1

%

50.1

%

50

 

50

 

 

During the year ended 30 June 2008, outstanding loans between the Company and ImmunAid Pty. Ltd. were converted into additional equity in that company.  The total amount of the loans at the time of the conversions was $278,175.  As a result of the conversion, the Company increased its interest in ImmunAid Pty. Ltd. by approximately 1.0% to 69.2%.

 

38.           FINANCIAL RISK MANAGEMENT

 

The Group’s activities expose it to a variety of financial risks such as market risk (including currency 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.  The Group uses different methods to measure different types of risk to which it is exposed.  These methods include sensitivity analysis in the case of foreign exchange, interest rate and aging analysis for credit risk.

 

Risk management is managed by the Group’s Risk Management Committee under guidance provided by the Board of Directors.  The Committee identifies and evaluates financial risks in close cooperation with the Group’s operating units.  The Board, via its Audit Committee, provides guidance for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk and credit risk.

 

52



 

GENETIC TECHNOLOGIES LIMITED

2008 Financial Report

 

38.           FINANCIAL RISK MANAGEMENT (cont.)

 

The Group’s principal financial instruments comprise cash at bank and on hand, short-term deposits and hire purchase liabilities.  The Group has other financial assets and liabilities, such as trade receivables and payables, which arise directly from its operations.

 

The Group does not typically enter into derivative transactions, such as interest rate swaps or forward currency contracts.  It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken.  The main risks arising from the Group’s financial instruments are credit risk exposures, liquidity risk, interest rate risk and foreign currency risk.  The policies for managing each of these risks are summarised below.

 

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2.

 

The Group and Genetic Technologies Limited hold the following financial instruments:

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

 

Cash at bank / on hand

 

5,490,846

 

11,303,764

 

4,520,882

 

10,391,337

 

Short-term deposits

 

7,429,926

 

2,029,986

 

7,429,926

 

2,029,950

 

Trade and other receivables

 

1,596,738

 

646,946

 

7,260,616

 

9,469,866

 

Performance bond and deposits

 

519,117

 

526,898

 

519,117

 

526,898

 

Available-for-sale investments

 

207,195

 

233,330

 

207,195

 

233,330

 

Total financial assets

 

15,243,822

 

14,740,924

 

19,937,736

 

22,651,381

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

Trade and other payables

 

1,786,412

 

1,563,652

 

2,297,832

 

2,191,695

 

Hire purchase liabilities

 

298,199

 

523,967

 

298,199

 

523,967

 

Total financial liabilities

 

2,084,611

 

2,087,619

 

2,596,031

 

2,715,662

 

 

Credit risk

 

The Group’s credit risk is managed on a Group basis.  Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions.  If there is no independent rating, the Group assesses the credit quality of the customer, taking into account its financial position, past experience and other factors.  Individual risk limits are set based on internal or external ratings.  The compliance with credit limits by customers is regularly monitored by Management.  Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk.  The maximum exposures to credit risk as at 30 June 2008 in relation to each class of recognised financial assets is the carrying amount of those assets, as indicated in the balance sheet.

 

Financial assets included on the balance sheet that potentially subject the Group to concentration of credit risk consist principally of cash and cash equivalents and trade receivables.  In accordance with the guidelines included in the Group’s Short Term Investment Policy, the Group minimises this concentration of risk by placing its cash and cash equivalents with financial institutions that maintain superior credit ratings in order to limit the degree of credit exposure.  For banks and financial institutions, only independently-rated parties with a minimum rating of “A-1” are accepted.  The Group has also established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity.  The Group does not require collateral to provide credit to its customers, however, the majority of the Group’s customers are large, reputable organisations and, as such, the risk of credit exposure is limited.  The Group has not entered into any transactions that qualify as a financial derivative instrument.

 

In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant.  For some trade receivables, the Group may also obtain security in the form of guarantees, deeds of undertaking or letters of credit which can be called upon if the counterparty is in default under the terms of the agreement.

 

Credit risk further arises in relation to financial guarantees given by the Group to certain parties in respect of obligations of its subsidiaries.  Such guarantees are only provided in exceptional circumstances.

 

In assessing the recoverability of intercompany receivables, Genetic Technologies Limited, the parent entity, raises a provision for diminution to ensure that the carrying amount of these receivables does not exceed the net tangible assets of the subsidiaries.

 

53



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

38.           FINANCIAL RISK MANAGEMENT (cont.)

 

Market risk

 

Foreign currency risk

 

The Group and the parent entity operate internationally and are exposed to foreign currency exchange risk, primarily with respect to the US dollar and Canadian dollar, through financial assets and liabilities.  It is the Group’s policy not to hedge these transactions as the exposure is considered to be minimal from a consolidated operations perspective.  Further, as the Group incurs expenses payable in US dollars, the financial assets that are held in US dollars provide a natural hedge for the Group.

 

Foreign exchange risk arises from planned future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency and net investments in foreign operations.  The risk is measured using sensitivity analysis and cash flow forecasting.

 

The Group has introduced a Foreign Exchange Management Policy which was developed to establish a formal framework and procedures for the efficient management of the financial risks that impact on Genetic Technologies Limited through its activities outside of Australia, predominantly in the United States.  The policy governs the way in which the financial assets and liabilities of the Group that are denominated in foreign currencies are managed and any risks associated with that management are identified and addressed.  Under the policy, which is to be updated on a regular basis as circumstances dictate, the Group generally retains in foreign currency only sufficient funds to meet the expected expenditures in that currency.  Surplus funds, if any, are converted into Australian dollars as soon as practicable after receipt.  As at 30 June 2008, the Group and Genetic Technologies Limited held the following financial assets and liabilities that were denominated in foreign currencies:

 

 

 

Year

 

United States
Dollars

 

Canadian
Dollars

 

European
Euro

 

Japanese
Yen

 

Swiss
Francs

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash at bank / on hand

 

2008

 

63,212

 

437,032

 

 

47,350

 

7,848

 

 

 

2007

 

8,161,046

 

459,508

 

2,977

 

 

17,630

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

2008

 

68,100

 

 

100,000

 

 

 

 

 

2007

 

66,348

 

 

100,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale investments

 

2008

 

198,120

 

 

 

 

 

 

 

2007

 

198,120

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total financial assets

 

2008

 

329,432

 

437,032

 

100,000

 

47,350

 

7,848

 

 

 

2007

 

8,425,514

 

459,508

 

102,977

 

 

17,630

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

2008

 

134,166

 

5,211

 

22,531

 

 

2,870

 

 

 

2007

 

326,978

 

5,438

 

 

 

4,030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total financial liabilities

 

2008

 

134,166

 

5,211

 

22,531

 

 

2,870

 

 

 

2007

 

326,978

 

5,438

 

 

 

4,030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Genetic Technologies Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash at bank / on hand

 

2008

 

62,995

 

34

 

 

 

 

 

 

2007

 

8,161,046

 

34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

2008

 

68,100

 

 

100,000

 

 

 

 

 

2007

 

66,348

 

 

100,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale investments

 

2008

 

198,120

 

 

 

 

 

 

 

2007

 

198,120

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total financial assets

 

2008

 

329,215

 

34

 

100,000

 

 

 

 

 

2007

 

8,425,514

 

34

 

100,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

2008

 

100,804

 

 

22,531

 

 

 

 

 

2007

 

326,978

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total financial liabilities

 

2008

 

100,804

 

 

22,531

 

 

 

 

 

2007

 

326,978

 

 

 

 

 

 

54



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

38.           FINANCIAL RISK MANAGEMENT (cont.)

 

Foreign currency risk (cont.)

 

During the year ended 30 June 2008, the Australian dollar / US dollar exchange rate increased by 12.6%, from 0.8491 at the beginning of the year to 0.9562 at the end of the year.  During the same period, Australian dollar / Canadian dollar exchange rate increased by 8.1%, from 0.8991 at the beginning of the year to 0.9722 at the end of the year.

 

Based on the financial instruments held at 30 June 2008, had the Australian dollar weakened / strengthened by 10% against the US dollar with all other variables held constant, the Group’s loss for the year would have been $23,000 lower / $19,000 higher (2007: $1,060,000 lower / $867,000 higher), mainly as a result of changes in the values of cash and cash equivalents which are denominated in US dollars, as detailed in the above tables.  The loss for Genetic Technologies Limited for the year would have been $27,000 lower / $22,000 higher (2007: $1,060,000 higher / $867,000 lower) for the same reason.

 

Based on the financial instruments held at 30 June 2008, had the Australian dollar weakened / strengthened by 10% against the Canadian dollar with all other variables held constant, the Group’s loss for the year would have been $49,000 lower / $40,000 higher (2007: $56,000 lower / $46,000 higher), due to changes in the values of cash and cash equivalents which are denominated in Canadian dollars, as detailed in the above tables.  There would be no effect on the loss for Genetic Technologies Limited.

 

Interest rate risk

 

The Group’s main interest rate risk arises in relation to its short-term deposits with various financial institutions.  If rates were to decrease, the Group may generate less interest revenue from such deposits.  However, given the relatively short duration of such deposits, the associate risk is relatively minimal.  The Group also has various hire purchase liabilities with fixed interest rates.  While these rates do not vary once the contract has been executed, the Group may be subject to interest rate movements if it were to acquire additional assets via similar contracts in the future.

 

The Group has introduced a Short Term Investment Policy which was developed to efficiently manage the Group’s surplus cash and cash equivalents.  In this context, the Group adopts a prudent approach that is tailored to cash forecasts rather than seeking high returns that may compromise access to funds as and when they are required.  Under the policy, the Group seeks to deposit its surplus cash in a range of deposits / securities over different time frames and with different institutions in an effort to diversify its portfolio and minimise risk.

 

On a monthly basis, Management provides the Board with a detailed list of all cash and cash equivalents, showing the periods over which the cash has been deposited, the name and credit rating of the institution holding the deposit and the interest rate at which has been deposited.  A comparison of interest rate movements from month to month and a variance to an 11am deposit rate is also provided.

 

At 30 June 2008, if interest rates had changed by +/- 50 basis points from the year-end rates, with all other variables held constant, the Group’s loss for the year would have been $67,000 lower / higher (2007: $36,000 lower / higher), mainly as a result of higher / lower interest income from cash and cash equivalents.  The loss for Genetic Technologies Limited for the year would have been $62,000 lower / higher (2007: $32,000 lower / higher) for the same reason.  Consolidated equity for the Group would have been $67,000 higher / lower (2007: $36,000 higher / lower) mainly as a result of an increase / decrease in the fair value of cash and cash equivalents.  Equity for Genetic Technologies Limited would have been $62,000 higher / lower (2007: $32,000 higher / lower) for the same reason.

 

55



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

38.           FINANCIAL RISK MANAGEMENT (cont.)

 

Interest rate risk (cont.)

 

The exposure to interest rate risks and the effective interest rates of financial assets and liabilities, both recognised and unrealised, for both the Group and Genetic Technologies Limited are as follows:

 

 

 

Year

 

Floating rate

 

Fixed rate

 

Carrying
amount

 

Weighted ave.
effective rate

 

Ave. maturity
period
days

 

 

 

 

 

$

 

$

 

$

 

%

 

 

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash at bank / on hand (note)

 

2008

 

5,490,846

 

 

5,490,846

 

6.33

%

At call

 

 

 

2007

 

11,303,764

 

 

11,303,764

 

2.89

%

At call

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term deposits

 

2008

 

 

7,429,926

 

7,429,926

 

7.71

%

73

 

 

 

2007

 

 

2,029,986

 

2,029,986

 

6.20

%

90

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance bond / deposits

 

2008

 

 

519,117

 

519,117

 

7.86

%

93

 

 

 

2007

 

 

526,898

 

526,898

 

6.93

%

86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

 

2008

 

5,490,846

 

7,949,043

 

13,439,889

 

 

 

 

 

 

 

2007

 

11,303,764

 

2,556,884

 

13,860,648

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hire purchase liabilities

 

2008

 

 

298,199

 

298,199

 

9.26

%

914

 

 

 

2007

 

 

523,967

 

523,967

 

7.17

%

281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

 

2008

 

 

298,199

 

298,199

 

 

 

 

 

 

 

2007

 

 

523,967

 

523,967

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Genetic Technologies Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash at bank / on hand (note)

 

2008

 

4,520,882

 

 

4,520,882

 

6.96

%

At call

 

 

 

2007

 

10,391,336

 

 

10,391,336

 

2.43

%

At call

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term deposits

 

2008

 

 

7,429,926

 

7,429,926

 

7.71

%

73

 

 

 

2007

 

 

2,029,950

 

2,029,950

 

6.20

%

90

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance bond / deposits

 

2008

 

 

519,117

 

519,117

 

7.86

%

93

 

 

 

2007

 

 

526,898

 

526,898

 

6.93

%

86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

 

2008

 

4,520,882

 

7,949,043

 

12,469,925

 

 

 

 

 

 

 

2007

 

10,391,336

 

2,556,848

 

12,948,184

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hire purchase liabilities

 

2008

 

 

298,199

 

298,199

 

9.26

%

914

 

 

 

2007

 

 

523,967

 

523,967

 

7.17

%

281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

 

2008

 

 

298,199

 

298,199

 

 

 

 

 

 

 

2007

 

 

523,967

 

523,967

 

 

 

 

 

 

Note:         As at 30 June 2007, the Group held cash and cash equivalents in US dollars of USD 8,161,046.  Of this amount, USD 5,490,870 was held on deposit at an interest rate of 1.65%.  The remaining USD 2,670,176 was held on deposit at an interest rate of 5.17%.  Immediately after 30 June 2007, a total of USD 7,400,000 was converted into Australian dollars and placed on deposit at an interest rate of 6.35%.

 

All other periods in respect of financial assets are for less than one year.  In respect of the hire purchase liability, the interest rates are fixed for the terms of the facility, which is less than one year ($111,117) and between one and five years ($187,082).

 

56



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

38.           FINANCIAL RISK MANAGEMENT (cont.)

 

Liquidity risk

 

Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and the availability of funding through an adequate amount of committed credit facilities, such as its hire purchase and credit card facilities.  The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and, wherever possible, matching the maturity profiles of financial assets and liabilities.  Due to the dynamic nature of the underlying businesses, Management aims to maintain flexibility in funding by keeping committed credit lines available.  Surplus funds are generally only invested in instruments that are tradeable in highly liquid markets.

 

The remaining contractual maturities of the financial liabilities of the Group and Genetic Technologies Limited are:

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

Financial liabilities

 

 

 

 

 

 

 

 

 

< 6 months

 

1,840,837

 

1,783,255

 

2,352,257

 

2,411,298

 

6 months to 12 months

 

56,692

 

257,415

 

56,692

 

257,415

 

1 year to 5 years

 

187,082

 

46,949

 

187,082

 

46,949

 

> 5 years

 

 

 

 

 

Total financial liabilities

 

2,084,611

 

2,087,619

 

2,596,031

 

2,715,662

 

 

A balanced view of cash inflows and outflows affecting the Group is summarised in the table below:

 

 

 

Year

 

< 6 months

 

6 to 12 months

 

1 to 5 years

 

> 5 years

 

Totals

 

 

 

 

 

$

 

$

 

$

 

$

 

$

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash at bank / on hand

 

2008

 

5,490,846

 

 

 

 

5,490,846

 

 

 

2007

 

11,303,764

 

 

 

 

11,303,764

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term deposits

 

2008

 

7,429,926

 

 

 

 

7,429,926

 

 

 

2007

 

2,029,986

 

 

 

 

2,029,986

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

2008

 

1,596,738

 

 

 

 

1,596,738

 

 

 

2007

 

646,946

 

 

 

 

646,946

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance bond and deposits

 

2008

 

69,117

 

450,000

 

 

 

519,117

 

 

 

2007

 

76,898

 

 

450,000

 

 

526,898

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale investments

 

2008

 

 

 

207,195

 

 

207,195

 

 

 

2007

 

 

 

233,330

 

 

233,330

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total financial assets

 

2008

 

14,586,627

 

450,000

 

207,195

 

 

15,243,822

 

 

 

2007

 

14,057,594

 

 

683,330

 

 

14,740,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

2008

 

1,786,412

 

 

 

 

1,786,412

 

 

 

2007

 

1,563,652

 

 

 

 

1,563,652

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hire purchase liabilities

 

2008

 

54,425

 

56,692

 

187,082

 

 

298,199

 

 

 

2007

 

219,603

 

257,415

 

46,949

 

 

523,967

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total financial liabilities

 

2008

 

1,840,837

 

56,692

 

187,082

 

 

2,084,611

 

 

 

2007

 

1,783,255

 

257,415

 

46,949

 

 

2,087,619

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net maturity

 

2008

 

12,745,790

 

393,308

 

20,113

 

 

13,159,211

 

 

 

2007

 

12,274,339

 

(257,415

)

636,381

 

 

12,653,305

 

 

57



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

38.           FINANCIAL RISK MANAGEMENT (cont.)

 

Liquidity risk (cont.)

 

A balanced view of cash inflows and outflows affecting Genetic Technologies Limited is summarised in the table below:

 

 

 

Year

 

< 6 months

 

6 to 12 months

 

1 to 5 years

 

> 5 years

 

Totals

 

 

 

 

 

$

 

$

 

$

 

$

 

$

 

Genetic Technologies Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash at bank / on hand

 

2008

 

4,520,882

 

 

 

 

4,520,882

 

 

 

2007

 

10,391,337

 

 

 

 

10,391,337

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term deposits

 

2008

 

7,429,926

 

 

 

 

7,429,926

 

 

 

2007

 

2,029,950

 

 

 

 

2,029,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

2008

 

398,786

 

 

 

 

398,786

 

 

 

2007

 

292,292

 

 

 

 

292,292

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance bond and deposits

 

2008

 

69,117

 

450,000

 

 

 

519,117

 

 

 

2007

 

76,898

 

 

450,000

 

 

526,898

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale investments

 

2008

 

 

 

207,195

 

 

207,195

 

 

 

2007

 

 

 

233,330

 

 

233,330

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total financial assets

 

2008

 

12,418,711

 

450,000

 

207,195

 

 

13,075,906

 

 

 

2007

 

12,790,477

 

 

683,330

 

 

13,473,807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

2008

 

2,297,832

 

 

 

 

2,297,832

 

 

 

2007

 

2,191,695

 

 

 

 

2,191,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hire purchase liabilities

 

2008

 

54,425

 

56,692

 

187,082

 

 

298,199

 

 

 

2007

 

219,603

 

257,415

 

46,949

 

 

523,967

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total financial liabilities

 

2008

 

2,352,257

 

56,692

 

187,082

 

 

2,596,031

 

 

 

2007

 

2,411,298

 

257,415

 

46,949

 

 

2,715,662

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net maturity

 

2008

 

10,066,454

 

393,308

 

20,113

 

 

10,479,875

 

 

 

2007

 

10,379,179

 

(257,415

)

636,381

 

 

10,758,145

 

 

An analysis of the aging of trade and other receivables and trade and other payables is provided below:

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

Trade and other receivables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current (less than 30 days)

 

1,442,167

 

481,043

 

293,786

 

292,292

 

31 days to 60 days

 

23,897

 

77,764

 

 

 

61 days to 90 days (note)

 

17,035

 

60,926

 

 

 

Greater than 90 days (note)

 

113,639

 

27,213

 

5,622,825

 

9,177,574

 

Total trade and other receivables (Notes 10 and 14)

 

1,596,738

 

646,946

 

5,916,611

 

9,469,866

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current (less than 30 days)

 

1,655,450

 

1,431,817

 

545,140

 

1,012,395

 

31 days to 60 days

 

7,738

 

55,131

 

99

 

 

61 days to 90 days

 

1,814

 

63,448

 

 

44,523

 

Greater than 90 days (note)

 

121,410

 

13,256

 

1,752,593

 

1,134,777

 

Total trade and other payables (Note 19)

 

1,786,412

 

1,563,652

 

2,297,832

 

2,191,695

 

 

Note:         Trade and other receivables for Genetic Technologies Limited that are greater than 90 days include net amounts receivable from wholly-owned subsidiaries of $5,517,825 (2007: $9,177,574) (refer Note 14).  Trade and other payables for Genetic Technologies Limited that are greater than 90 days include amounts payable to wholly-owned subsidiaries of $1,640,320 (2007: $1,134,778) (refer Note 19).  The loans to and from these subsidiaries are interest free and there are no fixed terms of repayment.

 

A total of $130,674 in trade and other receivables greater than 60 days is past due, of which a total of $121,540 had been received prior to the date of this Financial Report.  The Company considers that the remaining $9,134 is recoverable and not impaired.

 

58



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

38.           FINANCIAL RISK MANAGEMENT (cont.)

 

Liquidity risk (cont.)

 

The Group had access to the following undrawn borrowing facilities as at 30 June 2008:

 

 

 

Facility limit

 

Amount used

 

Amount available

 

 

 

$

 

$

 

$

 

Nature of facility

 

 

 

 

 

 

 

Master Asset Finance Facility

 

2,500,000

 

(298,199

)

2,201,801

 

Credit card facility

 

145,000

 

(32,272

)

112,728

 

 

Note:         The Master Asset Finance Facility may be drawn at any time and is subject to annual review.

 

Fair value estimation

 

As at 30 June 2008, the Group’s financial assets and liabilities have been recognised at their net fair values.  The following methods and assumptions are used to determine the net fair values of financial assets and liabilities:

 

Cash and cash equivalents: the carrying amount approximates fair value due to their short term to maturity.

 

Trade and other receivables: the carrying amount approximates fair value.

 

Consumables: the carrying amount approximates fair value.

 

Performance bond and deposits: the carrying amount approximates fair value due to its short term to maturity.

 

Unlisted shares: the carrying amount has been written down to recoverable amount which approximates fair value.

 

Trade and other payables: the carrying amount approximates fair value.

 

Accrued expenses: the carrying amount approximates fair value.

 

Hire purchase liabilities: the carrying amount approximates fair value.

 

 

 

Consolidated

 

Genetic Technologies Limited

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

39.   AUDITORS’ REMUNERATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Audit services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ernst & Young Australia in respect of: Audit of the Company’s Financial Report

 

177,500

 

410,274

 

177,500

 

410,274

 

 

 

 

 

 

 

 

 

 

 

Other audit firms in respect of: Audit of the Financial Reports of subsidiaries

 

8,241

 

9,158

 

 

 

 

 

 

 

 

 

 

 

 

 

Total remuneration in respect of audit services

 

185,741

 

419,432

 

177,500

 

410,274

 

 

 

 

 

 

 

 

 

 

 

Non-audit services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ernst & Young Australia in respect of: Tax advice and compliance services

 

38,350

 

55,095

 

38,350

 

55,095

 

 

 

 

 

 

 

 

 

 

 

Total auditors’ remuneration

 

224,091

 

474,527

 

215,850

 

465,369

 

 

40.    SUBSEQUENT EVENTS

 

On 22 July 2008, the Company acquired 100% of the issued capital of Frozen Puppies Dot Com Pty. Ltd. (“FPDC”), Australia’s foremost provider of canine reproductive services.  Under the terms of the Agreement between the Company and FPDC, Genetic Technologies Limited (“GTG”) acquired 100% of the issued share capital of FPDC in return for the issue to the FPDC shareholders of 12,254,902 ordinary shares in GTG and the payment of $153,160 in cash.  In other terms of the acquisition, GTG advanced $346,840 in loan funds to FPDC to enable shareholder loans to be repaid and Employment Agreements were executed between the Company and the five principals of FPDC.  Voluntary Restriction Agreements were also executed with all former FPDC shareholders.  As a result, 80% of the 12,254,902 GTG shares that were issued as part of the acquisition are subject to voluntary escrow and will be released from escrow in four equal tranches after the expiration of 6, 12, 18 and 24 months from the date of issue, respectively.

 

59



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

40.    SUBSEQUENT EVENTS (cont.)

 

On 27 August 2008, the Company sold its entire interest in the North Laverton Joint Venture to its partner, Regis Resources Limited (“Regis”), in return for the payment of $100,000 in cash and 500,000 fully paid ordinary shares in Regis.  As part of the sale, the Company will also have returned to it a performance bond which had a face value of $68,917 as at 30 June 2008 (refer Note 12).  Further, the Company has been fully indemnified by Regis against any future rehabilitation liabilities which may arise from the exploration activities of the Joint Venture undertaken up until the date of sale.  This indemnification will enable the Company, during the financial year ending 30 June 2009, to fully reverse the provision of $94,987 in respect of such liabilities which has been recorded in the Company’s balance sheet as at 30 June 2008 (refer Note 22).

 

Apart from these transactions, there have been no other significant events which have occurred after balance date.

 

60



 

GENETIC TECHNOLOGIES LIMITED

 

2008 Financial Report

 

DIRECTORS’ DECLARATION

 

In accordance with a resolution of the Directors of Genetic Technologies Limited, I state that:

 

1.   In the opinion of the Directors:

 

(a)              the Financial Report, and the additional disclosures included in the Directors’ Report which are designated as audited, of the Company and the Group are in accordance with the Corporations Act 2001, including:

 

(i)              giving a true and fair view of the Company’s and the Group’s financial position as at 30 June 2008 and of their performance for the year ended on that date; and

 

(ii)           complying with Accounting Standards and the Corporations Regulations 2001; and

 

(b)             there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

 

2.          This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2008.

 

On behalf of the Board.

 

 

HENRY BOSCH AO

 

Non-Executive Chairman

 

 

Melbourne, 27 August 2008

 

61



 

Ernst & Young

 

Ernst & Young Building

 

8 Exhibition Street

 

Melbourne VIC 3000 Australia

 

GPO Box 67 Melbourne VIC 3001

 

 

 

Tel: +61 3 9288 8000

 

Fax: +61 3 8650 7777

 

www.ey.com/au

 

Auditor’s Independence Declaration to the Directors of Genetic Technologies Limited

 

In relation to our audit of the financial report of Genetic Technologies Limited for the financial year ended 30 June 2008, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

 

/s/Ernst & Young

 

 

Ernst & Young

 

 

/s/A.J. Pititto

 

 

A.J. Pititto

 

 

Partner

 

 

Melbourne

 

 

28 August 2008

 

 

 



 

INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF GENETIC TECHNOLOGIES LIMITED

 

Report on the Financial Report

 

We have audited the accompanying financial report of Genetic Technologies Limited which comprises the balance sheet as at 30 June 2008 and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

 

Directors’ Responsibility for the Financial Report

 

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with the Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls 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. In Note 2 (a), the directors also state that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian 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 our judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, we consider internal controls relevant to the entity’s 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 entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

 

We 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 met the independence requirements of the Corporations Act 2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which precedes the audit opinion. In addition to our audit of the financial report, we were engaged to undertake the services disclosed in the notes to the financial statements. The provision of these services has not impaired our independence.

 

Auditor’s Opinion

 

In our opinion:

 

1.             the financial report of Genetic Technologies Limited is in accordance with the Corporations Act 2001, including:

 

(i)            giving a true and fair view of the financial position of Genetic Technologies Limited and the consolidated entity at 30 June 2008 and of their performance for the year ended on that date; and

 

(ii)           complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.

 

2.             the financial report also complies with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Report on the Remuneration Report

 

We have audited the Remuneration Report included in pages 7 to 13 of the directors’ report for the year ended 30 June 2008. 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.

 

Auditor’s Opinion

 

In our opinion the Remuneration Report of Genetic Technologies Limited for the year ended 30 June 2008, complies with section 300A of the Corporations Act 2001.

 

 

/s/Ernst & Young

 

ERNST & YOUNG

 

 

 

 

 

By:

/s/A.J. Pititto

 

 

A. J. Pititto

 

 

Partner

 

 

Melbourne

 

 

August 28, 2008

 

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