UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 31, 2016 (October 31, 2016)
UNILIFE CORPORATION
(Exact name of Registrant as Specified in Charter)
Delaware | 001-34540 | 27-1049354 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
250 Cross Farm Lane, York, Pennsylvania |
17406 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (717) 384-3400
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition |
On October 31, 2016, Unilife Corporation (Unilife) filed its Appendix 4C (Quarterly Report) for the three months ended September 30, 2016 with the Australian Securities Exchange (ASX), a copy of which is attached hereto as Exhibit 99.1. In addition on October 31, 2016, Unilife filed an Amended Appendix 4C for each of the three months ended June 30, 2016, March 31, 2016, December 31, 2015, September 30, 2015 and June 30, 2015 a copy of each of which is attached hereto as Exhibit 99.2, 99.3, 99.4, 99.5 and 99.6, respectively. The Quarterly Report is prepared in U.S. dollars pursuant to accounting principles generally accepted in the United States of America and otherwise in compliance with the requirements of Australian law and the ASX listing rules.
Forward-Looking Statements
This report contains forward-looking statements. All statements that address operating performance, events or developments that the Company expects or anticipates will occur in the future are forward-looking statements. These forward-looking statements are based on managements beliefs and assumptions and on information currently available to the Companys management. The Companys management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from the Companys historical experience and the Companys present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Item 1A. Risk Factors and elsewhere in the Companys Annual Report on Form 10-K, those described in the Risk Factors set forth in the Companys prospectus supplement, dated as of and filed with the U.S. Securities and Exchange Commission (the SEC) on February 22, 2016, those described from time to time in other reports which the Company files with SEC, and other risks and uncertainties including, without limitation, that the Companys actual cash outflows for the quarter ending December 31, 2016 are different from those estimated in Appendix 4C lodged with the Australian Securities Exchange on October 31, 2016 and attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
99.1 | Appendix 4C for the three months ended September 30, 2016 lodged with the Australian Securities Exchange on October 31, 2016. | |
99.2 | Amended Appendix 4C for the three months ended June 30, 2016 lodged with the Australian Securities Exchange on October 31, 2016. | |
99.3 | Amended Appendix 4C for the three months ended March 31, 2016 lodged with the Australian Securities Exchange on October 31, 2016. | |
99.4 | Amended Appendix 4C for the three months ended December 31, 2015 lodged with the Australian Securities Exchange on October 31, 2016. | |
99.5 | Amended Appendix 4C for the three months ended September 30, 2015 lodged with the Australian Securities Exchange on October 31, 2016. | |
99.6 | Amended Appendix 4C for the three months ended June 30, 2015 lodged with the Australian Securities Exchange on October 31, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Unilife Corporation | ||||||
Date: October 31, 2016 | By: | /s/ John Ryan | ||||
John Ryan | ||||||
President and Chief Executive Officer |
EXHIBIT INDEX
EXHIBIT NUMBER |
DESCRIPTION | |
99.1 | Appendix 4C for the three months ended September 30, 2016 lodged with the Australian Securities Exchange on October 31, 2016. | |
99.2 | Amended Appendix 4C for the three months ended June 30, 2016 lodged with the Australian Securities Exchange on October 31, 2016. | |
99.3 | Amended Appendix 4C for the three months ended March 31, 2016 lodged with the Australian Securities Exchange on October 31, 2016. | |
99.4 | Amended Appendix 4C for the three months ended December 31, 2015 lodged with the Australian Securities Exchange on October 31, 2016. | |
99.5 | Amended Appendix 4C for the three months ended September 30, 2015 lodged with the Australian Securities Exchange on October 31, 2016. | |
99.6 | Amended Appendix 4C for the three months ended June 30, 2015 lodged with the Australian Securities Exchange on October 31, 2016. |
Exhibit 99.1
Appendix 4C
Quarterly report for entities subject to Listing Rule 4.7B
+Rule 4.7B
Appendix 4C
Quarterly report for entities subject to Listing Rule 4.7B
Introduced 31/03/00 Amended 30/09/01, 24/10/05, 17/12/10, 01/09/16
Name of entity
UNILIFE CORPORATION
ABN |
|
Quarter ended (current quarter) |
| |||||||
141 042 757 |
30 September 2016 | |||||||||
Consolidated statement of cash flows |
Current quarter $US000 |
Year to date (3 months) $US000 |
||||||||
1. | Cash flows from operating activities | |||||||||
1.1 | Receipts from customers | 1,166 | 1,166 | |||||||
1.2 | Payments for | |||||||||
(a) research and development | (2,643 | ) | (2,643 | ) | ||||||
(b) product manufacturing and operating costs | | | ||||||||
(c) advertising and marketing | (14 | ) | (14 | ) | ||||||
(d) leased assets | (323 | ) | (323 | ) | ||||||
(e) staff costs | (5,574 | ) | (5,574 | ) | ||||||
(f) administration and corporate costs | (4,807 | ) | (4,807 | ) | ||||||
1.3 | Dividends received (see note 3) | | | |||||||
1.4 | Interest received | 3 | 3 | |||||||
1.5 | Interest and other costs of finance paid | (220 | ) | (220 | ) | |||||
1.6 | Income taxes paid | | | |||||||
1.7 | Government grants and tax incentives | | | |||||||
1.8 | Other (provide details if material) | | | |||||||
|
|
|
|
|||||||
1.9 | Net cash from / (used in) operating activities | (12,412 | ) | (12,412 | ) | |||||
|
|
|
|
|||||||
2. | Cash flows from investing activities | |||||||||
2.1 | Payments to acquire: | |||||||||
(a) property, plant and equipment | (363 | ) | (363 | ) | ||||||
(b) businesses (see item 10) | | | ||||||||
(c) investments | | |
+ See chapter 19 for defined terms
1 September 2016 | Page 1 |
Exhibit 99.1
Appendix 4C
Quarterly report for entities subject to Listing Rule 4.7B
Consolidated statement of cash flows |
Current quarter $US000 |
Year to date (3 months) $US000 |
||||||||
(d) intellectual property | | | ||||||||
(e) other non-current assets | | | ||||||||
2.2 | Proceeds from disposal of: | |||||||||
(a) property, plant and equipment | | | ||||||||
(b) businesses (see item 10) | | | ||||||||
(c) investments | | | ||||||||
(d) intellectual property | | | ||||||||
(e) other non-current assets | | | ||||||||
2.3 | Cash flows from loans to other entities | | | |||||||
2.4 | Dividends received (see note 3) | | | |||||||
2.5 | Other (provide details if material) | | | |||||||
|
|
|
|
|||||||
2.6 | Net cash from / (used in) investing activities | (363 | ) | (363 | ) | |||||
|
|
|
|
|||||||
3. | Cash flows from financing activities | |||||||||
3.1 | Proceeds from issues of shares | | | |||||||
3.2 | Proceeds from issue of convertible notes | | | |||||||
3.3 | Proceeds from exercise of share options | | | |||||||
3.4 | Transaction costs related to issues of shares, convertible notes or options | | | |||||||
3.5 | Proceeds from borrowings | | | |||||||
3.6 | Repayment of borrowings | (227 | ) | (227 | ) | |||||
3.7 | Transaction costs related to loans and borrowings | | | |||||||
3.8 | Dividends paid | | | |||||||
3.9 | Other Shares forfeited in lieu of payroll taxes | (32 | ) | (32 | ) | |||||
|
|
|
|
|||||||
3.10 | Net cash from / (used in) financing activities | (259 | ) | (259 | ) | |||||
|
|
|
|
|||||||
4. | Net increase / (decrease) in cash and cash equivalents for the period | |||||||||
4.1 | Cash and cash equivalents at beginning of quarter/year to date | 21,102 | 21,102 | |||||||
4.2 | Net cash from / (used in) operating activities (item 1.9 above) | (12,412 | ) | (12,412 | ) | |||||
4.3 | Net cash from / (used in) investing activities (item 2.6 above) | (363 | ) | (363 | ) | |||||
4.4 | Net cash from / (used in) financing activities (item 3.10 above) | (259 | ) | (259 | ) |
+ See chapter 19 for defined terms
1 September 2016 | Page 2 |
Exhibit 99.1
Appendix 4C
Quarterly report for entities subject to Listing Rule 4.7B
Consolidated statement of cash flows |
Current quarter $US000 |
Year to date (3 months) $US000 |
||||||||
4.5 | Effect of movement in exchange rates on cash held | 4 | 4 | |||||||
|
|
|
|
|||||||
4.6 | Cash and cash equivalents at end of quarter | 8,072 | 8,072 | |||||||
|
|
|
|
|||||||
Current quarter $US000 |
Previous quarter $US000 |
|||||||||
5. | Reconciliation of cash and cash equivalents at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts |
|||||||||
5.1 | Bank balances | 5,782 | 18,429 | |||||||
5.2 | Call deposits | 2,290 | 2,673 | |||||||
5.3 | Bank overdrafts | | | |||||||
5.4 | Other (provide details) | | | |||||||
|
|
|
|
|||||||
5.5 | Cash and cash equivalents at end of quarter (should equal item 4.6 above) | 8,072 | 21,102 | |||||||
|
|
|
|
|||||||
Current quarter $US000 |
||||||||||
6. | Payments to directors of the entity and their associates | |||||||||
6.1 | Aggregate amount of payments to these parties included in item 1.2 | 441 | ||||||||
|
|
|||||||||
6.2 | Aggregate amount of cash flow from loans to these parties included in item 2.3 | | ||||||||
|
|
|||||||||
6.3 | Include below any explanation necessary to understand the transactions included in items 6.1 and 6.2 | |||||||||
Included in the above is directors fees and executive directors remuneration ($412K); and fees to a company associated with a director that is providing company secretarial, accounting and administrative services in order to maintain compliance with Australian regulations ($29). | ||||||||||
Current quarter $US000 |
||||||||||
7. | Payments to related entities of the entity and their associates | |||||||||
7.1 | Aggregate amount of payments to these parties included in item 1.2 | | ||||||||
|
|
|||||||||
7.2 | Aggregate amount of cash flow from loans to these parties included in item 2.3 | | ||||||||
|
|
|||||||||
7.3 | Include below any explanation necessary to understand the transactions included in items 7.1 and 7.2 |
+ See chapter 19 for defined terms
1 September 2016 | Page 3 |
Exhibit 99.1
Appendix 4C
Quarterly report for entities subject to Listing Rule 4.7B
Total facility amount at quarter end $US000 |
Amount drawn at quarter end $US000 |
|||||||||
8. |
Financing facilities available Add notes as necessary for an understanding of the position |
|||||||||
8.1 |
Loan facilities | 108,959 | 108,959 | |||||||
8.2 |
Credit standby arrangements | | | |||||||
8.3 |
Other (please specify) | | | |||||||
8.4 |
Include below a description of each facility above, including the lender, interest rate and whether it is secured or unsecured. If any additional facilities have been entered into or are proposed to be entered into after quarter end, include details of those facilities as well. | |||||||||
Loan facilities include a term loan with ROS Acquisition Offshore LP and affiliate of OrbiMed Advisors that bears interest at 10.25%, matures March 2020 and is secured by the assets of the Company; a senior secured convertible note with Amgen Inc. that bears interest at 6%, matures February 2023 and is secured by certain assets of the Company; a mortgage loan with First National Bank that bears interest at 6%, matures December 2031 and is secured by building and real estate; and a loan with the Commonwealth of Pennsylvania that bears interest at 6%, matures January 2021 and is secured by building and real estate. | ||||||||||
$US000 | ||||||||||
9. |
Estimated cash outflows for next quarter | |||||||||
9.1 |
Research and development | (2,650 | ) | |||||||
9.2 |
Product manufacturing and operating costs | | ||||||||
9.3 |
Advertising and marketing | (20 | ) | |||||||
9.4 |
Leased assets | (250 | ) | |||||||
9.5 |
Staff costs | (4,550 | ) | |||||||
9.6 |
Administration and corporate costs | (6,350 | ) | |||||||
9.7 |
Other (provide details if material) | | ||||||||
|
|
|||||||||
9.8 |
Total estimated cash outflows | (13,820 | ) | |||||||
|
|
|||||||||
Acquisitions | Disposals | |||||||||
10. |
Acquisitions and disposals of business entities (items 2.1(b) and 2.2(b) above) |
|||||||||
10.1 |
Name of entity | N/A | N/A | |||||||
10.2 |
Place of incorporation or registration | N/A | N/A | |||||||
10.3 |
Consideration for acquisition or disposal | N/A | N/A | |||||||
10.4 |
Total net assets | N/A | N/A | |||||||
10.5 |
Nature of business | N/A | N/A |
+ See chapter 19 for defined terms
1 September 2016 | Page 4 |
Exhibit 99.1
Appendix 4C
Quarterly report for entities subject to Listing Rule 4.7B
Compliance statement
1 | This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A. |
2 | This statement gives a true and fair view of the matters disclosed. |
Sign
here:
|
Date: 31 October 2016 | |
(President and Chief Executive Office) |
Print name: John Ryan
This report contains forward-looking statements. All statements that address operating performance, events or developments that the Company expects or anticipates will occur in the future are forward-looking statements. These forward-looking statements are based on managements beliefs and assumptions and on information currently available to the Companys management. The Companys management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from the Companys historical experience and the Companys present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Item 1A. Risk Factors and elsewhere in the Companys Annual Report on Form 10-K lodged with the Australian Securities Exchange (ASX) on October 25, 2016, those described in the Risk Factors set forth in the Companys prospectus supplement lodged with the ASX on February 23, 2016, those described from time to time in other reports which the Company files with the ASX and the U.S. Securities and Exchange Commission, and other risks and uncertainties including, without limitation, that the Companys actual cash outflows for the quarter ending December 31, 2016 are different from those estimated in this Appendix 4C.
Notes
1. | The quarterly report provides a basis for informing the market how the entitys activities have been financed for the past quarter and the effect on its cash position. An entity that wishes to disclose additional information is encouraged to do so, in a note or notes included in or attached to this report. |
2. | If this quarterly report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report. If this quarterly report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standard applies to this report. |
3. | Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity. |
+ See chapter 19 for defined terms
1 September 2016 | Page 5 |
Exhibit 99.2
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Rule 4.7B
Appendix 4C (Amended)
Quarterly report
for entities admitted
on the basis of commitments
Introduced 31/3/2000. Amended 24/10/2005
Explanatory Note
Unilife Corporation (the Company, we, our or us) is filing this Amended Appendix 4C for the fiscal quarter ended 30 June 2016.
On 8 May 2016, the Company announced an investigation into violations of the Companys policies and procedures and possible violations of law and regulation by the Companys former Chief Executive Officer, Alan Shortall, whose employment with the Company ceased on 11 March 2016, and its former Chairman, Jim Bosnjak, who resigned from the Companys Board of Directors (the Board) on 24 August 2015 (the Investigation).
The Investigation identified certain related party and other transactions which the Company had not previously publicly disclosed or recorded in its financial statements. This amendment is being made to correct immaterial errors in the previously reported Appendix 4C.
Mr. Shortall deposited $2,264,475 (the Shortall Funds) of his own funds into the Companys bank account on 29 June 2015 and then caused the Company to disburse from the Shortall Funds $1,351,553 to third parties to complete Mr. Shortalls purchase of his new home on 23 July 2015, and the remainder back to himself on 28 July 2015.
This Amended Appendix 4C is being filed to correct the immaterial errors discovered as a result of the Investigation to:
| record the related party restricted cash balance equal to the Shortall Funds ($2,264,475) and the same amount as due to a related party within the Cash flows related to operating activities section of the Companys Consolidated statement of cash flows; |
| identify the Related Party Transactions as related party transactions and to add disclosure regarding the same. |
For further information, refer to the Companys Annual Report on Form 10-K/A for the fiscal year ended 30 June 2015 which was amended to correct these immaterial misstatements.
In addition, for the fiscal quarter ended 30 June 2016, the amount previously disclosed as payments for acquisition of physical non-current assets was decreased by $1,578,000 as a result of the asset impairment charge that was recorded subsequent to the filing of the Appendix 4C and the amount previously disclosed as payments for other working capital was increased by a corresponding amount. For further information, refer to the Companys Annual Report on Form 10-K for the fiscal year ended 30 June 2016.
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Name of entity
UNILIFE CORPORATION
ARBN | Quarter ended (current quarter) | |||
141 042 757 | 30 June 16 |
Consolidated statement of cash flows
Cash flows related to operating activities | Current quarter $US000 |
Year to date (12 months) $US000 |
||||||||||
1.1 |
Receipts from customers |
169 | 42,726 | |||||||||
1.2 |
Payments for |
(a) staff costs | (5,631 | ) | (27,499 | ) | ||||||
(b) advertising and marketing | (8 | ) | (202 | ) | ||||||||
(c) research and development | (2,825 | ) | (16,410 | ) | ||||||||
(d) leased assets | (297 | ) | (1,301 | ) | ||||||||
(e) other working capital | (6,684 | ) | (21,635 | ) | ||||||||
1.3 |
Dividends received |
| | |||||||||
1.4 |
Interest and other items of a similar nature received |
5 | (59 | ) | ||||||||
1.5 |
Interest and other costs of finance paid |
(221 | ) | (4,229 | ) | |||||||
1.6 |
Income taxes paid | | | |||||||||
1.7 |
Other Due to related party |
| (2,264 | ) | ||||||||
|
|
|
|
|||||||||
Net operating cash flows | (15,492 | ) | (30,873 | ) | ||||||||
|
|
|
|
+ See chapter 19 for defined terms.
Appendix 4C Page 2 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Current quarter $US000 |
Year to date (12 months) $US000 |
|||||||||||
1.8 |
Net operating cash flows (carried forward) |
(15,492 | ) | (30,873 | ) | |||||||
|
|
|
|
|||||||||
Cash flows related to investing activities |
||||||||||||
1.9 |
Payment for acquisition of: |
|||||||||||
(a) businesses (item 5) | | | ||||||||||
(b) equity investments | | | ||||||||||
(c) intellectual property | | | ||||||||||
(d) physical non-current assets | (6,765 | ) | (17,322 | ) | ||||||||
(e) other non-current assets | | | ||||||||||
1.10 |
Proceeds from disposal of: |
|||||||||||
(a) businesses (item 5) | | | ||||||||||
(b) equity investments | | | ||||||||||
(c) intellectual property | | | ||||||||||
(d) physical non-current assets | | | ||||||||||
(e) other non-current assets | | | ||||||||||
1.11 |
Loans to other entities |
| | |||||||||
1.12 |
Loans repaid by other entities |
| | |||||||||
1.13 |
Other (provide details if material) |
| | |||||||||
|
|
|
|
|||||||||
Net investing cash flows | (6,765 | ) | (17,322 | ) | ||||||||
|
|
|
|
|||||||||
1.14 |
Total operating and investing cash flows |
(22,257 | ) | (48,195 | ) | |||||||
|
|
|
|
|||||||||
Cash flows related to financing activities |
||||||||||||
1.15 |
Proceeds from issues of shares, options, etc |
| 16,559 | |||||||||
1.16 |
Proceeds from sale of forfeited shares |
| | |||||||||
1.17 |
Proceeds from borrowings |
| 40,600 | |||||||||
1.18 |
Repayment of borrowings |
(327 | ) | (2,465 | ) | |||||||
1.19 |
Dividends paid |
| (280 | ) | ||||||||
1.20 |
Other (provide details if material) Restricted shares forfeited in lieu of payroll taxes and payment of financing costs |
| (2,060 | ) | ||||||||
|
|
|
|
|||||||||
Net financing cash flows | (327 | ) | 52,354 | |||||||||
|
|
|
|
|||||||||
Net (drecrease) increase in cash held | (22,584 | ) | 4,159 | |||||||||
1.21 |
Cash at beginning of quarter/year to date |
43,693 | 16,967 | |||||||||
1.22 |
Exchange rate adjustments |
(7 | ) | (24 | ) | |||||||
|
|
|
|
|||||||||
1.23 |
Cash at end of quarter (note 1) | 21,102 | 21,102 | |||||||||
|
|
|
|
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 3 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Payments to directors of the entity and associates of the directors
Payments to related entities of the entity and associates of the related entities
Current quarter $US000 |
||||||
1.24 | Aggregate amount of payments to the parties included in item 1.2 | 130 | ||||
1.25 | Aggregate amount of loans to the parties included in item 1.11 | | ||||
1.26 | Explanation necessary for an understanding of the transactions | |||||
Included in the above is directors fees ($100K); and fees to a company associated with a director that is providing company secretarial, accounting and administrative services in order to maintain compliance with Australian regulations ($30K). |
Non-cash financing and investing activities
2.1 | Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows | |
Nil during the quarter | ||
2.2 | Details of outlays made by other entities to establish or increase their share in businesses in which the reporting entity has an interest | |
Nil during the quarter |
Financing facilities available
Add notes as necessary for an understanding of the position. (See AASB 1026 paragraph 12.2).
Amount available $US000 |
Amount used $US000 |
|||||||||
3.1 | Loan facilities | 112,869 | 112,869 | |||||||
3.2 | Credit standby arrangements | | |
+ See chapter 19 for defined terms.
Appendix 4C Page 4 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Reconciliation of cash
Reconciliation of cash at the end of the quarter (as shown in the
consolidated statement of cash flows) to the related items in the |
Current quarter $US000 |
Previous quarter $US000 |
||||||||
4.1 | Cash on hand and at bank | 18,429 | 41,326 | |||||||
4.2 | Deposits at call | 2,673 | 2,367 | |||||||
4.3 | Bank overdraft | | | |||||||
4.4 | Other (Term Deposit) | | | |||||||
|
|
|
|
|||||||
Total: cash at end of quarter (item 1.23) | 21,102 | 43,693 | ||||||||
|
|
|
|
|||||||
4.5 | Explanation necessary for an understanding of the transactions | |||||||||
Restricted cash of $2,400K is included in 4.2 Deposits at call of $2,673K in the current quarter which fully secures a related borrowing. |
Acquisitions and disposals of business entities
Acquisitions (Item 1.9(a)) |
Disposals (Item 1.10(a)) |
|||||||||
5.1 |
Name of entity | | ||||||||
5.2 |
Place of incorporation or registration | | ||||||||
5.3 |
Consideration for acquisition or disposal | | ||||||||
|
|
|||||||||
5.4 |
Total net assets | | ||||||||
|
|
|||||||||
5.5 |
Nature of business | |
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 5 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Compliance statement
1 | This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act (except to the extent that information is not required because of note 2) or other standards acceptable to ASX. |
2 | This statement gives a true and fair view of the matters disclosed. |
Sign here: |
|
Date: 31 October 2016 | ||
(President and Chief Executive Officer) | ||||
Print name: | John Ryan |
+ See chapter 19 for defined terms.
Appendix 4C Page 6 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Notes
1. | The quarterly report provides a basis for informing the market how the entitys activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report. |
2. | The definitions in, and provisions of, AASB 1026: Statement of Cash Flows apply to this report except for the paragraphs of the Standard set out below. |
6.2 |
- reconciliation of cash flows arising from operating activities to operating profit or loss | |
9.2 |
- itemised disclosure relating to acquisitions | |
9.4 |
- itemised disclosure relating to disposals | |
12.1(a) |
- policy for classification of cash items | |
12.3 |
- disclosure of restrictions on use of cash | |
13.1 |
- comparative information |
3. | Accounting Standards. ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with. |
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 7 |
Exhibit 99.3
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Rule 4.7B
Appendix 4C (Amended)
Quarterly report
for entities admitted
on the basis of commitments
Introduced 31/3/2000. Amended 24/10/2005
Explanatory Note
Unilife Corporation (the Company, we, our or us) is filing this Amended Appendix 4C for the fiscal quarter ended 31 March 2016.
On 8 May 2016, the Company announced an investigation into violations of the Companys policies and procedures and possible violations of law and regulation by the Companys former Chief Executive Officer, Alan Shortall, whose employment with the Company ceased on 11 March 2016, and its former Chairman, Jim Bosnjak, who resigned from the Companys Board of Directors (the Board) on 24 August 2015 (the Investigation).
The Investigation identified certain related party and other transactions which the Company had not previously publicly disclosed or recorded in its financial statements. This amendment is being made to correct immaterial errors in the previously reported Appendix 4C.
Mr. Shortall deposited $2,264,475 (the Shortall Funds) of his own funds into the Companys bank account on 29 June 2015 and then caused the Company to disburse from the Shortall Funds $1,351,553 to third parties to complete Mr. Shortalls purchase of his new home on 23 July 2015, and the remainder back to himself on 28 July 2015.
This Amended Appendix 4C is being filed to correct the immaterial errors discovered as a result of the Investigation to:
| record the related party restricted cash balance equal to the Shortall Funds ($2,264,475) and the same amount as due to a related party within the Cash flows related to operating activities section of the Companys Consolidated statement of cash flows; |
| identify the Related Party Transactions as related party transactions and to add disclosure regarding the same. |
For further information, refer to the Companys Annual Report on Form 10-K/A for the fiscal year ended 30 June 2015 which was amended to correct these immaterial misstatements.
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Name of entity
UNILIFE CORPORATION
ARBN | Quarter ended (current quarter) | |||
141 042 757 | 31 March 16 |
Consolidated statement of cash flows
Cash flows related to operating activities | Current quarter $US000 |
Year to date (9 months) $US000 |
||||||||||
1.1 | Receipts from customers | 22,526 | 42,557 | |||||||||
1.2 | Payments for | (a) staff costs | (7,497 | ) | (21,868 | ) | ||||||
(b) advertising and marketing | (17 | ) | (194 | ) | ||||||||
(c) research and development | (2,066 | ) | (13,585 | ) | ||||||||
(d) leased assets | (339 | ) | (1,004 | ) | ||||||||
(e) other working capital | (9,978 | ) | (14,951 | ) | ||||||||
1.3 | Dividends received | | | |||||||||
1.4 | Interest and other items of a similar nature received | (78 | ) | (64 | ) | |||||||
1.5 | Interest and other costs of finance paid | (1,949 | ) | (4,008 | ) | |||||||
1.6 | Income taxes paid | | | |||||||||
1.7 | Other Due to related party | | (2,264 | ) | ||||||||
|
|
|
|
|||||||||
Net operating cash flows | 602 | (15,381 | ) | |||||||||
|
|
|
|
+ See chapter 19 for defined terms.
Appendix 4C Page 2 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Current quarter $US000 |
Year to date (9 months) $US000 |
|||||||||||
1.8 | Net operating cash flows (carried forward) | 602 | (15,381 | ) | ||||||||
|
|
|
|
|||||||||
Cash flows related to investing activities | ||||||||||||
1.9 |
Payment for acquisition of: | |||||||||||
(a) businesses (item 5) | | | ||||||||||
(b) equity investments | | | ||||||||||
(c) intellectual property | | | ||||||||||
(d) physical non-current assets | (3,807 | ) | (10,557 | ) | ||||||||
(e) other non-current assets | | | ||||||||||
1.10 | Proceeds from disposal of: | | | |||||||||
(a) businesses (item 5) | | | ||||||||||
(b) equity investments | | | ||||||||||
(c) intellectual property | | | ||||||||||
(d) physical non-current assets | | | ||||||||||
(e) other non-current assets | | | ||||||||||
1.11 | Loans to other entities | | | |||||||||
1.12 | Loans repaid by other entities | | | |||||||||
1.13 | Other (provide details if material) | | | |||||||||
|
|
|
|
|||||||||
Net investing cash flows | (3,807 | ) | (10,557 | ) | ||||||||
|
|
|
|
|||||||||
1.14 | Total operating and investing cash flows | (3,205 | ) | (25,938 | ) | |||||||
|
|
|
|
|||||||||
Cash flows related to financing activities | ||||||||||||
1.15 | Proceeds from issues of shares, options, etc | | 16,559 | |||||||||
1.16 | Proceeds from sale of forfeited shares | | | |||||||||
1.17 | Proceeds from borrowings | 30,000 | 40,600 | |||||||||
1.18 | Repayment of borrowings | (1,540 | ) | (2,138 | ) | |||||||
1.19 | Dividends paid | | (280 | ) | ||||||||
1.20 | Other (provide details if material) Restricted shares forfeited in lieu of payroll taxes and payment of financing costs | (1,917 | ) | (2,060 | ) | |||||||
|
|
|
|
|||||||||
Net financing cash flows | 26,543 | 52,681 | ||||||||||
|
|
|
|
|||||||||
Net increase in cash held | 23,338 | 26,743 | ||||||||||
1.21 | Cash at beginning of quarter/year to date | 20,371 | 16,967 | |||||||||
1.22 | Exchange rate adjustments | (16 | ) | (17 | ) | |||||||
|
|
|
|
|||||||||
1.23 | Cash at end of quarter (note 1) | 43,693 | 43,693 | |||||||||
|
|
|
|
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 3 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Payments to directors of the entity and associates of the directors
Payments to related entities of the entity and associates of the related entities
Current quarter $US000 |
||||||
1.24 | Aggregate amount of payments to the parties included in item 1.2 | 246 | ||||
1.25 | Aggregate amount of loans to the parties included in item 1.11 | | ||||
1.26 | Explanation necessary for an understanding of the transactions | |||||
Included in the above is directors fees and executive directors remuneration ($214K); and fees to a company associated with a director that is providing company secretarial, accounting and administrative services in order to maintain compliance with Australian regulations ($32K). |
Non-cash financing and investing activities
2.1 | Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows | |
Nil during the quarter | ||
2.2 | Details of outlays made by other entities to establish or increase their share in businesses in which the reporting entity has an interest | |
Nil during the quarter |
Financing facilities available
Add notes as necessary for an understanding of the position. (See AASB 1026 paragraph 12.2).
Amount available $US000 |
Amount used $US000 |
|||||||||
3.1 | Loan facilities | 126,075 | 126,075 | |||||||
3.2 | Credit standby arrangements | | |
+ See chapter 19 for defined terms.
Appendix 4C Page 4 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Reconciliation of cash
Reconciliation of cash at the end of the quarter (as shown in the
consolidated statement of cash flows) to the related items in the |
Current quarter $US000 |
Previous quarter $US000 |
||||||||
4.1 | Cash on hand and at bank | 41,326 | 17,699 | |||||||
4.2 | Deposits at call | 2,367 | 2,672 | |||||||
4.3 | Bank overdraft | | | |||||||
4.4 | Other (Term Deposit) | | | |||||||
|
|
|
|
|||||||
Total: cash at end of quarter (item 1.23) | 43,693 | 20,371 | ||||||||
|
|
|
|
|||||||
4.5 | Explanation necessary for an understanding of the transactions | |||||||||
Restricted cash of $2,093 is included in 4.2 Deposits at call of $2,367 in the current quarter which fully secures a related borrowing. |
Acquisitions and disposals of business entities
Acquisitions (Item 1.9(a)) |
Disposals (Item 1.10(a)) |
|||||||||
5.1 |
Name of entity | | ||||||||
5.2 |
Place of incorporation or registration | | ||||||||
5.3 |
Consideration for acquisition or disposal | | ||||||||
|
|
|
|
|||||||
5.4 |
Total net assets | | ||||||||
|
|
|
|
|||||||
5.5 |
Nature of business | |
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 5 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Compliance statement
1 | This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act (except to the extent that information is not required because of note 2) or other standards acceptable to ASX. |
2 | This statement gives a true and fair view of the matters disclosed. |
Sign here: |
|
Date: 31 October 2016 | ||
(President and Chief Executive Officer) | ||||
Print name: | John Ryan |
+ See chapter 19 for defined terms.
Appendix 4C Page 6 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Notes
1. | The quarterly report provides a basis for informing the market how the entitys activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report. |
2. | The definitions in, and provisions of, AASB 1026: Statement of Cash Flows apply to this report except for the paragraphs of the Standard set out below. |
6.2 |
- reconciliation of cash flows arising from operating activities to operating profit or loss | |
9.2 |
- itemised disclosure relating to acquisitions | |
9.4 |
- itemised disclosure relating to disposals | |
12.1(a) |
- policy for classification of cash items | |
12.3 |
- disclosure of restrictions on use of cash | |
13.1 |
- comparative information |
3. | Accounting Standards. ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with. |
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 7 |
Exhibit 99.4
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Rule 4.7B
Appendix 4C (Amended)
Quarterly report
for entities admitted
on the basis of commitments
Introduced 31/3/2000. Amended 24/10/2005
Explanatory Note
Unilife Corporation (the Company, we, our or us) is filing this Amended Appendix 4C for the fiscal quarter ended 31 December 2015.
On 8 May 2016, the Company announced an investigation into violations of the Companys policies and procedures and possible violations of law and regulation by the Companys former Chief Executive Officer, Alan Shortall, whose employment with the Company ceased on 11 March 2016, and its former Chairman, Jim Bosnjak, who resigned from the Companys Board of Directors (the Board) on 24 August 2015 (the Investigation).
The Investigation identified certain related party and other transactions which the Company had not previously publicly disclosed or recorded in its financial statements. This amendment is being made to correct immaterial errors in the previously reported Appendix 4C.
Mr. Shortall deposited $2,264,475 (the Shortall Funds) of his own funds into the Companys bank account on 29 June 2015 and then caused the Company to disburse from the Shortall Funds $1,351,553 to third parties to complete Mr. Shortalls purchase of his new home on 23 July 2015, and the remainder back to himself on 28 July 2015.
This Amended Appendix 4C is being filed to correct the immaterial errors discovered as a result of the Investigation to:
| record the related party restricted cash balance equal to the Shortall Funds ($2,264,475) and the same amount as due to a related party within the Cash flows related to operating activities section of the Companys Consolidated statement of cash flows; |
| identify the Related Party Transactions as related party transactions and to add disclosure regarding the same. |
For further information, refer to the Companys Annual Report on Form 10-K/A for the fiscal year ended 30 June 2015 which was amended to correct these immaterial misstatements.
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Name of entity
UNILIFE CORPORATION
ARBN | Quarter ended (current quarter) | |||
141 042 757 | 31 December 15 |
Consolidated statement of cash flows
Cash flows related to operating activities | Current quarter $US000 |
Year to date (6 months) $US000 |
||||||||||
1.1 |
Receipts from customers |
17,759 | 20,031 | |||||||||
1.2 |
Payments for |
(a) staff costs | (6,707 | ) | (14,371 | ) | ||||||
(b) advertising and marketing |
(137 | ) | (177 | ) | ||||||||
(c) research and development | (3,938 | ) | (11,519 | ) | ||||||||
(d) leased assets | (327 | ) | (665 | ) | ||||||||
(e) other working capital | (6,473 | ) | (4,973 | ) | ||||||||
1.3 |
Dividends received |
| | |||||||||
1.4 |
Interest and other items of a similar nature received |
4 | 14 | |||||||||
1.5 |
Interest and other costs of finance paid |
(277 | ) | (2,059 | ) | |||||||
1.6 |
Income taxes paid | | | |||||||||
1.7 |
Other Due to related party |
| (2,264 | ) | ||||||||
|
|
|
|
|||||||||
Net operating cash flows | (96 | ) | (15,983 | ) | ||||||||
|
|
|
|
+ See chapter 19 for defined terms.
Appendix 4C Page 2 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Current quarter $US000 |
Year to date (6 months) $US000 |
|||||||||||
1.8 |
Net operating cash flows (carried forward) |
(96 | ) | (15,983 | ) | |||||||
|
|
|
|
|||||||||
Cash flows related to investing activities | ||||||||||||
1.9 | Payment for acquisition of: | | | |||||||||
(a) businesses (item 5) | | | ||||||||||
(b) equity investments | | | ||||||||||
(c) intellectual property | | | ||||||||||
(d) physical non-current assets | (3,965 | ) | (6,750 | ) | ||||||||
(e) other non-current assets | | | ||||||||||
1.10 |
Proceeds from disposal of: |
| | |||||||||
(a) businesses (item 5) |
| | ||||||||||
(b) equity investments |
| | ||||||||||
(c) intellectual property |
| | ||||||||||
(d) physical non-current assets |
| | ||||||||||
(e) other non-current assets |
| | ||||||||||
1.11 |
Loans to other entities |
| | |||||||||
1.12 |
Loans repaid by other entities |
| | |||||||||
1.13 |
Other (provide details if material) |
| | |||||||||
|
|
|
|
|||||||||
Net investing cash flows | (3,965 | ) | (6,750 | ) | ||||||||
|
|
|
|
|||||||||
1.14 |
Total operating and investing cash flows | (4,061 | ) | (22,733 | ) | |||||||
|
|
|
|
|||||||||
Cash flows related to financing activities | ||||||||||||
1.15 |
Proceeds from issues of shares, options, etc |
7,217 | 16,647 | |||||||||
1.16 |
Proceeds from sale of forfeited shares |
| | |||||||||
1.17 |
Proceeds from borrowings |
10,000 | 10,600 | |||||||||
1.18 |
Repayment of borrowings |
(242 | ) | (598 | ) | |||||||
1.19 |
Dividends paid |
(280 | ) | (280 | ) | |||||||
1.20 |
Other (provide details if material) |
(143 | ) | (142 | ) | |||||||
|
|
|
|
|||||||||
Net financing cash flows | 16,552 | 26,227 | ||||||||||
|
|
|
|
|||||||||
Net increase in cash held | 12,491 | 3,405 | ||||||||||
1.21 |
Cash at beginning of quarter/year to date | 7,893 | 16,967 | |||||||||
1.22 |
Exchange rate adjustments |
(13 | ) | (1 | ) | |||||||
|
|
|
|
|||||||||
1.23 |
Cash at end of quarter (note 1) | 20,371 | 20,371 |
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 3 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Payments to directors of the entity and associates of the directors
Payments to related entities of the entity and associates of the related entities
Current quarter $US000 |
||||||
1.24 | Aggregate amount of payments to the parties included in item 1.2 | 169 | ||||
1.25 | Aggregate amount of loans to the parties included in item 1.11 | | ||||
1.26 | Explanation necessary for an understanding of the transactions | |||||
Included in the above is directors fees and executive directors remuneration ($136K); and fees to a company associated with a director that is providing company secretarial, accounting and administrative services in order to maintain compliance with Australian regulations ($33K). |
Non-cash financing and investing activities
2.1 | Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows | |
Nil during the quarter | ||
2.2 | Details of outlays made by other entities to establish or increase their share in businesses in which the reporting entity has an interest | |
Nil during the quarter |
Financing facilities available
Add notes as necessary for an understanding of the position. (See AASB 1026 paragraph 12.2).
Amount available $US000 |
Amount used $US000 |
|||||||||
3.1 | Loan facilities | 95,138 | 95,138 | |||||||
3.2 | Credit standby arrangements | | |
+ See chapter 19 for defined terms.
Appendix 4C Page 4 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Reconciliation of cash
Reconciliation of cash at the end of the quarter (as shown in the
consolidated statement of cash flows) to the related items in the |
Current quarter $US000 |
Previous quarter $US000 |
||||||||
4.1 | Cash on hand and at bank | 17,699 | 5,530 | |||||||
4.2 | Deposits at call | 2,672 | 2,363 | |||||||
4.3 | Bank overdraft | | | |||||||
4.4 | Other (Term Deposit) | | | |||||||
|
|
|
|
|||||||
Total: cash at end of quarter (item 1.23) | 20,371 | 7,893 | ||||||||
|
|
|
|
|||||||
4.5 | Explanation necessary for an understanding of the transactions | |||||||||
Restricted cash of $2,400 is included in 4.2 Deposits at call of $2,673 in the current quarter which fully secures a related borrowing. |
Acquisitions and disposals of business entities
Acquisitions (Item 1.9(a)) |
Disposals (Item 1.10(a)) |
|||||||||
5.1 |
Name of entity | | ||||||||
5.2 |
Place of incorporation or registration | | ||||||||
5.3 |
Consideration for acquisition or disposal | | ||||||||
|
|
|||||||||
5.4 |
Total net assets | | ||||||||
|
|
|||||||||
5.5 |
Nature of business | |
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 5 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Compliance statement
1 | This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act (except to the extent that information is not required because of note 2) or other standards acceptable to ASX. |
2 | This statement gives a true and fair view of the matters disclosed. |
Sign here: |
|
Date: 31 October 2016 | ||
(President and Chief Executive Officer) | ||||
Print name: | John Ryan |
+ See chapter 19 for defined terms.
Appendix 4C Page 6 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Notes
1. | The quarterly report provides a basis for informing the market how the entitys activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report. |
2. | The definitions in, and provisions of, AASB 1026: Statement of Cash Flows apply to this report except for the paragraphs of the Standard set out below. |
6.2 |
- reconciliation of cash flows arising from operating activities to operating profit or loss | |
9.2 |
- itemised disclosure relating to acquisitions | |
9.4 |
- itemised disclosure relating to disposals | |
12.1(a) |
- policy for classification of cash items | |
12.3 |
- disclosure of restrictions on use of cash | |
13.1 |
- comparative information |
3. | Accounting Standards. ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with. |
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 7 |
Exhibit 99.5
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Rule 4.7B
Appendix 4C (Amended)
Quarterly report
for entities admitted
on the basis of commitments
Introduced 31/3/2000. Amended 24/10/2005
Explanatory Note
Unilife Corporation (the Company, we, our or us) is filing this Amended Appendix 4C for the fiscal quarter ended 30 September 2015.
On 8 May 2016, the Company announced an investigation into violations of the Companys policies and procedures and possible violations of law and regulation by the Companys former Chief Executive Officer, Alan Shortall, whose employment with the Company ceased on 11 March 2016, and its former Chairman, Jim Bosnjak, who resigned from the Companys Board of Directors (the Board) on 24 August 2015 (the Investigation).
The Investigation identified certain related party and other transactions which the Company had not previously publicly disclosed or recorded in its financial statements. This amendment is being made to correct immaterial errors in the previously reported Appendix 4C.
Mr. Shortall deposited $2,264,475 (the Shortall Funds) of his own funds into the Companys bank account on 29 June 2015 and then caused the Company to disburse from the Shortall Funds $1,351,553 to third parties to complete Mr. Shortalls purchase of his new home on 23 July 2015, and the remainder back to himself on 28 July 2015.
This Amended Appendix 4C is being filed to correct the immaterial errors discovered as a result of the Investigation to:
| record the related party restricted cash balance equal to the Shortall Funds ($2,264,475) and the same amount as due to a related party within the Cash flows related to operating activities section of the Companys Consolidated statement of cash flows; |
| identify the Related Party Transactions as related party transactions and to add disclosure regarding the same. |
For further information, refer to the Companys Annual Report on Form 10-K/A for the fiscal year ended 30 June 2015 which was amended to correct these immaterial misstatements.
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Name of entity
UNILIFE CORPORATION
ARBN | Quarter ended (current quarter) | |||
141 042 757 | 30 September 15 |
Consolidated statement of cash flows
Cash flows related to operating activities | Current quarter $US000 |
Year to date (3 months) $US000 |
||||||||||
1.1 |
Receipts from customers |
2,272 | 2,272 | |||||||||
1.2 |
Payments for |
(a) staff costs | (7,664 | ) | (7,664 | ) | ||||||
(b) advertising and marketing |
(40 | ) | (40 | ) | ||||||||
(c) research and development |
(7,581 | ) | (7,581 | ) | ||||||||
(d) leased assets | (338 | ) | (338 | ) | ||||||||
(e) other working capital | 1,500 | 1,500 | ||||||||||
1.3 |
Dividends received |
| | |||||||||
1.4 |
Interest and other items of a similar nature received |
10 | 10 | |||||||||
1.5 |
Interest and other costs of finance paid |
(1,782 | ) | (1,782 | ) | |||||||
1.6 |
Income taxes paid | | | |||||||||
1.7 |
Other Due to related party |
(2,264 | ) | (2,264 | ) | |||||||
|
|
|
|
|||||||||
Net operating cash flows | (15,887 | ) | (15,887 | ) | ||||||||
|
|
|
|
+ See chapter 19 for defined terms.
Appendix 4C Page 2 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Current quarter $US000 |
Year to date (3 months) $US000 |
|||||||||||
1.8 |
Net operating cash flows (carried forward) |
(15,887 | ) | (15,887 | ) | |||||||
|
|
|
|
|||||||||
Cash flows related to investing activities |
||||||||||||
1.9 |
Payment for acquisition of: |
|||||||||||
(a) businesses (item 5) |
| | ||||||||||
(b) equity investments |
| | ||||||||||
(c) intellectual property |
| | ||||||||||
(d) physical non-current assets |
(2,785 | ) | (2,785 | ) | ||||||||
(e) other non-current assets |
| | ||||||||||
1.10 |
Proceeds from disposal of: |
|||||||||||
(a) businesses (item 5) |
| | ||||||||||
(b) equity investments |
| | ||||||||||
(c) intellectual property |
| | ||||||||||
(d) physical non-current assets |
| | ||||||||||
(e) other non-current assets |
| | ||||||||||
1.11 |
Loans to other entities |
| | |||||||||
1.12 |
Loans repaid by other entities |
| | |||||||||
1.13 |
Other (provide details if material) |
| | |||||||||
|
|
|
|
|||||||||
Net investing cash flows | (2,785 | ) | (2,785 | ) | ||||||||
|
|
|
|
|||||||||
1.14 |
Total operating and investing cash flows |
(18,672 | ) | (18,672 | ) | |||||||
|
|
|
|
|||||||||
Cash flows related to financing activities |
||||||||||||
1.15 |
Proceeds from issues of shares, options, etc |
9,342 | 9,342 | |||||||||
1.16 |
Proceeds from sale of forfeited shares |
| | |||||||||
1.17 |
Proceeds from borrowings |
600 | 600 | |||||||||
1.18 |
Repayment of borrowings |
(356 | ) | (356 | ) | |||||||
1.19 |
Dividends paid |
| | |||||||||
1.20 |
Other (provide details if material) |
| | |||||||||
|
|
|
|
|||||||||
Net financing cash flows | 9,586 | 9,586 | ||||||||||
|
|
|
|
|||||||||
Net increase in cash held | (9,086 | ) | (9,086 | ) | ||||||||
1.21 |
Cash at beginning of quarter/year to date |
16,967 | 16,967 | |||||||||
1.22 |
Exchange rate adjustments |
12 | 12 | |||||||||
|
|
|
|
|||||||||
1.23 |
Cash at end of quarter (note 1) | 7,893 | 7,893 | |||||||||
|
|
|
|
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 3 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Payments to directors of the entity and associates of the directors
Payments to related entities of the entity and associates of the related entities
Current quarter $US000 |
||||||
1.24 | Aggregate amount of payments to the parties included in item 1.2 | 238 | ||||
1.25 | Aggregate amount of loans to the parties included in item 1.11 | | ||||
1.26 | Explanation necessary for an understanding of the transactions | |||||
Included in the above is directors fees and executive directors remuneration ($202K); and fees to a company associated with a director that is providing company secretarial, accounting and administrative services in order to maintain compliance with Australian regulations ($36K). |
Non-cash financing and investing activities
2.1 | Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows | |
Nil during the quarter | ||
2.2 | Details of outlays made by other entities to establish or increase their share in businesses in which the reporting entity has an interest | |
Nil during the quarter |
Financing facilities available
Add notes as necessary for an understanding of the position. (See AASB 1026 paragraph 12.2).
Amount available $US000 |
Amount used $US000 |
|||||||||
3.1 | Loan facilities | 81,838 | 81,838 | |||||||
3.2 | Credit standby arrangements | | |
+ See chapter 19 for defined terms.
Appendix 4C Page 4 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Reconciliation of cash
Reconciliation of cash at the end of the quarter (as shown in the
consolidated statement of cash flows) to the related items in the |
Current quarter $US000 |
Previous quarter $US000 |
||||||||
4.1 | Cash on hand and at bank | 5,530 | 14,294 | |||||||
4.2 | Deposits at call | 2,363 | 2,673 | |||||||
4.3 | Bank overdraft | | | |||||||
4.4 | Other (Term Deposit) | | | |||||||
|
|
|
|
|||||||
Total: cash at end of quarter (item 1.23) | 7,893 | 16,967 | ||||||||
|
|
|
|
|||||||
4.5 | Explanation necessary for an understanding of the transactions | |||||||||
Restricted cash of $2,092 is included in 4.2 Deposits at call of $2,363 in the current quarter which fully secures a related borrowing.
Cash due to a related party of $2,264 is included in 4.1 Cash on hand and at bank in the previous quarter to reflect the amount Mr. Shortall deposited of his own funds into the Companys bank account on 29 June 2015. |
|
Acquisitions and disposals of business entities
Acquisitions (Item 1.9(a)) |
Disposals (Item 1.10(a)) |
|||||||||
5.1 |
Name of entity | | ||||||||
5.2 |
Place of incorporation or registration | | ||||||||
5.3 |
Consideration for acquisition or disposal | | ||||||||
|
|
|||||||||
5.4 |
Total net assets | | ||||||||
|
|
|||||||||
5.5 |
Nature of business | |
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 5 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Compliance statement
1 | This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act (except to the extent that information is not required because of note 2) or other standards acceptable to ASX. |
2 | This statement gives a true and fair view of the matters disclosed. |
Sign here: |
|
Date: 31 October 2016 | ||
(President and Chief Executive Officer) | ||||
Print name: | John Ryan |
+ See chapter 19 for defined terms.
Appendix 4C Page 6 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Notes
1. | The quarterly report provides a basis for informing the market how the entitys activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report. |
2. | The definitions in, and provisions of, AASB 1026: Statement of Cash Flows apply to this report except for the paragraphs of the Standard set out below. |
6.2 |
- reconciliation of cash flows arising from operating activities to operating profit or loss | |
9.2 |
- itemised disclosure relating to acquisitions | |
9.4 |
- itemised disclosure relating to disposals | |
12.1(a) |
- policy for classification of cash items | |
12.3 |
- disclosure of restrictions on use of cash | |
13.1 |
- comparative information |
3. | Accounting Standards. ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with. |
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 7 |
Exhibit 99.6
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Rule 4.7B
Appendix 4C (Amended)
Quarterly report
for entities admitted
on the basis of commitments
Introduced 31/3/2000. Amended 24/10/2005
Explanatory Note
Unilife Corporation (the Company, we, our or us) is filing this Amended Appendix 4C for the fiscal quarter ended 30 June 2015.
On 8 May 2016, the Company announced an investigation into violations of the Companys policies and procedures and possible violations of law and regulation by the Companys former Chief Executive Officer, Alan Shortall, whose employment with the Company ceased on 11 March 2016, and its former Chairman, Jim Bosnjak, who resigned from the Companys Board of Directors (the Board) on 24 August 2015 (the Investigation).
The Investigation identified certain related party and other transactions which the Company had not previously publicly disclosed or recorded in its financial statements. This amendment is being made to correct immaterial errors in the previously reported Appendix 4C.
Mr. Shortall deposited $2,264,475 (the Shortall Funds) of his own funds into the Companys bank account on 29 June 2015 and then caused the Company to disburse from the Shortall Funds $1,351,553 to third parties to complete Mr. Shortalls purchase of his new home on 23 July 2015, and the remainder back to himself on 28 July 2015.
This Amended Appendix 4C is being filed to correct the immaterial errors discovered as a result of the Investigation to:
| record the related party restricted cash balance equal to the Shortall Funds ($2,264,475) and the same amount as due to a related party within the Cash flows related to operating activities section of the Companys Consolidated statement of cash flows; |
| identify the Related Party Transactions as related party transactions and to add disclosure regarding the same. |
For further information, refer to the Companys Annual Report on Form 10-K/A for the fiscal year ended 30 June 2015 which was amended to correct these immaterial misstatements.
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Name of entity
UNILIFE CORPORATION
ARBN | Quarter ended (current quarter) | |||
141 042 757 | 30 June 15 |
Consolidated statement of cash flows
Cash flows related to operating activities | Current quarter $US000 |
Year to date (12 months) $US000 |
||||||||||
1.1 |
Receipts from customers |
5,467 | 22,678 | |||||||||
1.2 |
Payments for |
(a) staff costs | (9,757 | ) | (28,679 | ) | ||||||
(b) advertising and marketing |
(86 | ) | (206 | ) | ||||||||
(c) research and development |
(8,578 | ) | (25,402 | ) | ||||||||
(d) leased assets |
(384 | ) | (948 | ) | ||||||||
(e) other working capital |
(3,874 | ) | (17,210 | ) | ||||||||
1.3 |
Dividends received |
| | |||||||||
1.4 |
Interest and other items of a similar nature received |
23 | 55 | |||||||||
1.5 |
Interest and other costs of finance paid |
(1,767 | ) | (6,353 | ) | |||||||
1.6 |
Income taxes paid | | | |||||||||
1.7 |
Other Due to related party |
2,264 | 2,264 | |||||||||
|
|
|
|
|||||||||
Net operating cash flows | (16,692 | ) | (53,801 | ) | ||||||||
|
|
|
|
+ See chapter 19 for defined terms.
Appendix 4C Page 2 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Current quarter $US000 |
Year to date (12 months) $US000 |
|||||||||||
1.8 |
Net operating cash flows (carried forward) |
(16,692 | ) | (53,801 | ) | |||||||
|
|
|
|
|||||||||
Cash flows related to investing activities |
||||||||||||
1.9 |
Payment for acquisition of: |
|||||||||||
(a) businesses (item 5) |
| | ||||||||||
(b) equity investments |
| | ||||||||||
(c) intellectual property |
| | ||||||||||
(d) physical non-current assets |
(5,086 | ) | (16,243 | ) | ||||||||
(e) other non-current assets |
| | ||||||||||
1.10 |
Proceeds from disposal of: |
|||||||||||
(a) businesses (item 5) |
| | ||||||||||
(b) equity investments |
| | ||||||||||
(c) intellectual property |
| | ||||||||||
(d) physical non-current assets |
| | ||||||||||
(e) other non-current assets |
| | ||||||||||
1.11 |
Loans to other entities |
| | |||||||||
1.12 |
Loans repaid by other entities |
| | |||||||||
1.13 |
Other (provide details if material) |
| | |||||||||
|
|
|
|
|||||||||
Net investing cash flows | (5,086 | ) | (16,243 | ) | ||||||||
|
|
|
|
|||||||||
1.14 |
Total operating and investing cash flows |
(21,778 | ) | (70,044 | ) | |||||||
|
|
|
|
|||||||||
Cash flows related to financing activities |
||||||||||||
1.15 |
Proceeds from issues of shares, options, etc |
23 | 57,157 | |||||||||
1.16 |
Proceeds from sale of forfeited shares |
| | |||||||||
1.17 |
Proceeds from borrowings |
| 20,000 | |||||||||
1.18 |
Repayment of borrowings |
(488 | ) | (952 | ) | |||||||
1.19 |
Dividends paid |
| | |||||||||
1.20 |
Other (provide details if material) |
| (52 | ) | ||||||||
|
|
|
|
|||||||||
Net financing cash flows | (465 | ) | 76,153 | |||||||||
|
|
|
|
|||||||||
Net increase in cash held | (22,243 | ) | 6,109 | |||||||||
1.21 |
Cash at beginning of quarter/year to date |
39,207 | 10,838 | |||||||||
1.22 |
Exchange rate adjustments |
3 | 20 | |||||||||
|
|
|
|
|||||||||
1.23 |
Cash at end of quarter (note 1) | 16,967 | 16,967 | |||||||||
|
|
|
|
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 3 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Payments to directors of the entity and associates of the directors
Payments to related entities of the entity and associates of the related entities
Current quarter $US000 |
||||||
1.24 | Aggregate amount of payments to the parties included in item 1.2 | 486 | ||||
1.25 | Aggregate amount of loans to the parties included in item 1.11 | | ||||
1.26 | Explanation necessary for an understanding of the transactions | |||||
Included in the above is directors fees and executive directors remuneration ($454K); and fees to a company associated with a director that is providing company secretarial, accounting and administrative services in order to maintain compliance with Australian regulations ($32K). |
Non-cash financing and investing activities
2.1 | Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows | |
Nil during the quarter | ||
2.2 | Details of outlays made by other entities to establish or increase their share in businesses in which the reporting entity has an interest | |
Nil during the quarter |
Financing facilities available
Add notes as necessary for an understanding of the position. (See AASB 1026 paragraph 12.2).
Amount available $US000 |
Amount used $US000 |
|||||||||
3.1 | Loan facilities | 80,435 | 80,435 | |||||||
3.2 | Credit standby arrangements | | |
+ See chapter 19 for defined terms.
Appendix 4C Page 4 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Reconciliation of cash
Reconciliation of cash at the end of the quarter (as shown in the
consolidated statement of cash flows) to the related items in the |
Current quarter $US000 |
Previous quarter $US000 |
||||||||
4.1 | Cash on hand and at bank | 14,294 | 36,842 | |||||||
4.2 | Deposits at call | 2,673 | 2,365 | |||||||
4.3 | Bank overdraft | | | |||||||
4.4 | Other (Term Deposit) | | | |||||||
|
|
|
|
|||||||
Total: cash at end of quarter (item 1.23) | 16,967 | 39,207 | ||||||||
|
|
|
|
|||||||
4.5 | Explanation necessary for an understanding of the transactions | |||||||||
Restricted cash of $2,400 is included in 4.2 Deposits at call of $2,673 in the current quarter which fully secures a related borrowing.
Cash due to a related party of $2,264 is included in 4.1 Cash on hand and at bank to reflect the amount Mr. Shortall deposited of his own funds into the Companys bank account on 29 June 2015. |
|
Acquisitions and disposals of business entities
Acquisitions (Item 1.9(a)) |
Disposals (Item 1.10(a)) |
|||||||||
5.1 |
Name of entity | | ||||||||
5.2 |
Place of incorporation or registration | | ||||||||
5.3 |
Consideration for acquisition or disposal | | ||||||||
|
|
|||||||||
5.4 |
Total net assets | | ||||||||
|
|
|||||||||
5.5 |
Nature of business | |
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 5 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Compliance statement
1 | This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act (except to the extent that information is not required because of note 2) or other standards acceptable to ASX. |
2 | This statement gives a true and fair view of the matters disclosed. |
Sign here: |
|
Date: 31 October 2016 | ||
(President and Chief Executive Officer) | ||||
Print name: | John Ryan |
+ See chapter 19 for defined terms.
Appendix 4C Page 6 | 30/9/2001 |
Appendix 4C
Quarterly report for entities
admitted on the basis of commitments
Notes
1. | The quarterly report provides a basis for informing the market how the entitys activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report. |
2. | The definitions in, and provisions of, AASB 1026: Statement of Cash Flows apply to this report except for the paragraphs of the Standard set out below. |
6.2 |
- reconciliation of cash flows arising from operating activities to operating profit or loss | |
9.2 |
- itemised disclosure relating to acquisitions | |
9.4 |
- itemised disclosure relating to disposals | |
12.1(a) |
- policy for classification of cash items | |
12.3 |
- disclosure of restrictions on use of cash | |
13.1 |
- comparative information |
3. | Accounting Standards. ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with. |
+ See chapter 19 for defined terms.
30/9/2001 | Appendix 4C Page 7 |
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