TruScreen Annual Report and Section 209C Notice
31 July 2018
NZX Announcement
TRUSCREEN LIMITED: Annual Report and Section 209C Notice
TruScreen Limited (NZX: TRU) has released its Annual Report for the year ended 31 March 2018. This
can be viewed at http://truscreen.com/investor-centre/reports-presentations/.
Please find attached the following documents:
• Annual Report 2018
• Chairman’s Letter to Shareholders
• Section 209C notice
ENDS
For more information visit www.truscreen.com or contact:
Martin Dillon
TruScreen Chief Executive Officer
Email: martindillon@truscreen.com
About TruScreen:
TruScreen’s real time cervical cancer
technology utilises a digital wand which is
placed on the surface of the cervix to measure
electrical and optical signals from the
surrounding tissue. A sophisticated proprietary
algorithm framework distinguishes between
normal and abnormal (cancerous and
precancerous) tissue to identify precancerous
change, or cervical intraepithelial neoplasia
(CIN). A Single Use Sensor (SUS) is used for
each patient to protect against cross-infection.
---
31 July, 2018
Dear Shareholder
Truscreen Limited – 2018 Annual Report
The Annual Report for Truscreen Limited for the year ended 31 March 2018 is now available. You can view and
download the Annual Report from our website http://truscreen.com/investor-centre/reports-presentations/.
Due to a change in Financial Markets Conduct Regulations, the way we communicate with you about our Annual
and Interim Reports has changed. As a result of these new regulations, any previous instructions you have given
us in respect of sending printed copies of our Annual and Interim Reports will no longer apply.
Our future Annual and Interim Reports will be made available online at http://truscreen.com/investor-
centre/reports-presentations/. If you wish to receive, free of charge at any time, a printed copy of the current
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Please return this form to our share registry, Link Market Services by:
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Yours sincerely,
Martin Dillon
CEO TruScreen Limited
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BARCODE
---
2018 ANNUAL REVIEW LETTER
Dear Shareholder
The 2018 financial year
was one of significant
progress for TruScreen
with the company reaching
a major turning point in its
commercial pathway by
year-end. The endeavours of
staff and advisers over many
years are now being realised,
with TruScreen on the cusp
of commercial realisation
and expecting to achieve
profitability in FY19.
Since our inception, we have been
focused on the development of our
proprietary opto-electrical cervical cancer
screening solution and establishing our
global commercial footprint. We have
tested and validated our technology;
negotiated distribution agreements which
cover more than 1 billion women in over
24 countries; and have been marketing
and building awareness of our product.
Most recently, we have invested in a new
manufacturing facility, which provides
us with more control over supply and
significantly reduces operating costs.
The Chinese market remains our primary
focus and receiving CFDA approval for
our TruScreen2 device at the end of 2017
allowed us to immediately commence
commercial activities. Demand in China
has grown exponentially and FY19 first
quarter sales have already exceeded total
sales for the entire year in FY18.
We have also identified other markets
which are of great interest, but in an
earlier commercialisation stage. In
particular, these include India and Latin
America, which have large screening
populations, limited laboratory
infrastructure and are looking for a
cervical screening solution.
We were privileged to welcome three
new and experienced Directors to the
Board since August 2017. Their expert
knowledge and skills will help guide our
company towards commercial success.
The outlook for our company is positive
and we are excited about the progress
we are making.
We would like to acknowledge and thank
our shareholders for their patience and
their loyalty, as well as our staff, advisers
and other supporters. Throughout this
process, we have remained true to our
vision to provide better cervical cancer
screening for women around the world
and, by doing so, improve the health and
wellbeing of women and help to save
thousands of lives.
OUR PRIORITIES
FOR FY19
• Achieve profitability
• Maximise device pull through
of Single Use Sensor (SUS)
in China
• Achieve inclusion in Government
programmes and sales in Mexico
and India
• Grow sales by at least 5x FY18
• Generate operational efficiencies,
particularly by bringing
manufacturing processes inhouse
• Move low tech manufacturing
offshore and reduce COGS
• Leverage volumes to reduce
SUS costs
Robert Hunter
Chairman
Martin Dillon
Chief Executive Officer
FY18 financial results
at a glance
• Sales increased 37% to $0.8m, mainly
in the second half following CFDA
approval for TruScreen2 in China
• Operating expenses increased as
expected to $6.3m, as the company
positioned itself for the forecast growth
in demand
• Net operating cashflow of $(3.7)m
expected to significantly improve
as sales increase
• Cash and cash equivalents
of $1.2m as at 31 March 2018
• TruScreen expects to achieve
profitability by the end of FY19.
Focus remains firmly
on the Chinese market
• Signed major new sub-distributor
in China to manage government
sales channels
• Commenced sales of TruScreen2
device in China in December 2017,
following CFDA approval
• Commenced 10,000 patient evaluation
trial with the Chinese Obstetrics and
Gynaecology Association
• Post period end, commenced a pilot
programme with the Women’s and
Children’s Healthcare Division of
the Centre for Disease Control in
China, with more than 12,000 women
expected to be involved
Building on our global
presence outside of China
• Established distribution networks
for several new territories
• Commenced a research collaboration
with the All India Institute of Medical
Science to validate TruScreen for the
screening of Indian women and to be
recommended to the Government of
India’s Ministry of Health and Family
Welfare for use in nationally funded
screening programs
• Commenced evaluation with Ministry
of Health in Mexico for inclusion in
the Mexican Government’s purchasing
catalogue of preferred medical devices
for public health
• Selected for use in Mexico’s famous
Health Train, bringing advanced medical
technologies to remote communities
• Commenced a pilot study in Papua
New Guinea to evaluate TruScreen
as a cervical cancer screening solution
in regional and remote locations
• Selected for evaluation by the
Zimbabwe Ministry of Health for use
as a government solution for cervical
cancer screening
• Approved for reimbursement by major
health insurer in Jordan, a global first
for TruScreen
Strong performance of
TruScreen in clinical
evaluation
Strengthened our business
• Completed successful $5 million
capital raising in May 2017
Refreshed the Board
with appointment
of expert directors
FY18 ACHIEVEMENTS
AND KEY EVENTS
Our 2018 Annual Report is now available for viewing on our website www.truscreen.com
C/- HLB Mann Judd Limited, Level 6, Equitable House, 57 Symonds Street, Grafton, Auckland
e: info@TruScreen.com t: +61 2 9262 4644 www.TruScreen.com
• Post period end: Confirmed installation
of TruScreen devices in 190 hospitals
in Xinjiang Province over the coming
months; and selected as the primary
screening solution for a chain of
high tech female health clinics to be
established in 50 municipal hospitals
in China.
• Recommended for inclusion in Russian
clinical guidelines.
• Established new manufacturing facility
in Australia, which was commissioned
post-period end in June 2018.
• Professor Ron Jones and Mr Chris
Lawrence appointed to the Board of
directors, replacing two long serving
directors. Marie Ficarra appointed to
the Board in June 2018, post period
end.
• Total revenue up 56% to $2.2m
• Net loss after tax of $(4.2)m
• Ongoing results from clinical
performance evaluation of TruScreen at
the Royal Hospital for Women in
Sydney indicate that TruScreen
will substantially boost screening
capabilities in developing countries.
---
2018 ANNUAL
REPORT
TruScreen Annual Report 2018
2
The 2018 financial year was one of
significant progress for TruScreen with
the company reaching a major turning
point in its commercial pathway by year-
end. The endeavours of staff and advisers
over many years are now being realised,
with TruScreen on the cusp of commercial
realisation, expecting to achieve
profitability in FY19.
We are delighted to bring you the 2018
Annual Report for the year to 31 March
2018, and to share with you our progress
and performance.
The Report can also be viewed
on our website www.truscreen.com
Robert Hunter
Chairman
Martin Dillon
Chief Executive Officer
3
TruScreen Annual Report 2018
CONTENTS
FY18 Review ______________________________________________________________________________________ 4
FY18 Financial Performance ___________________________________________________________ 5
Our Global Footprint ___________________________________________________________________________ 6
TruScreen’s Big Two _________________________________________________________________________ 8
Chairman and CEO’s Report ___________________________________________________________ 10
Saving Lives with Better Screening __________________________________________________ 14
The TruScreen Technology ____________________________________________________________ 15
TruScreen Directors ________________________________________________________________________ 16
TruScreen Leadership Team __________________________________________________________ 18
TruScreen Medical Advisory Board __________________________________________________ 19
Shareholder Information ________________________________________________________________ 20
Financial Statements and Auditor’s Report _________________________________ 21
Corporate Governance Statement _________________________________________________ 56
Statutory Information _____________________________________________________________________ 60
Corporate Directory ________________________________________________________________________ 63
UPCOMING DATES
Annual Shareholder Meeting _____________________________ 13 September 2018
End Financial Half Year _____________________________________ 30 September 2018
Interim Results Announcement _____________________________ December 2018
Interim Report Released ______________________________________________ January 2019
4
TruScreen Annual Report 2018
FY18 AT A GLANCE
THE ROAD TO COMMERCIALISATION
Research and
Development
• Development of first
and second generation
devices and algorithm
• Clinical validation
Distribution Partnership
• Identify and partner with
reputable distributors
which have existing
in-country networks and
contacts
TRUSCREEN’S CURRENT PHASE OF GROWTH
Mature Sales
• Continued expansion
of user base via device
sales and installation
• Ongoing, repeat sale
of Single Use Sensors
as usage per device
increases
Awareness and
Acceptance
Adoption and
Initial Sales
• Build awareness
and acceptance of
TruScreen
• Rollout of commercial
programme
• Adoption by Key
Opinion Leaders
• Clinical trials and
in-market validation
• Presentation at major
conferences and
congresses
• Initial sale of
TruScreen devices
• Low initial usage of
Single Use Sensors per
device
• Expand user base with
increased device sales
and installations, and
training of users
• Building usage as
Doctor and Patient
acceptance grows
Focus remains firmly
on the Chinese market
• Signed major new sub-distributor in China
to manage government sales channels
• Commenced sales of TruScreen2 device
in China in December 2017, following
CFDA approval
• Commenced 10,000 patient evaluation
trial with the Chinese Obstetrics and
Gynaecology Association
• Post period end, commenced a pilot
programme with the Women’s and
Children’s Healthcare Division of the
Centre for Disease Control in China,
with more than 12,000 women expected
to be involved
• Post-period end: Confirmed installation
of TruScreen devices in 190 hospitals in
Xinjiang Province over the coming months;
and selected as the primary screening
solution for a chain of high tech female
health clinics to be established in 50
municipal hospitals in China
Building on our global presence
outside of China
• Established distribution networks
for several new territories
• Commenced a research collaboration with
the All India Institute of Medical Science
to validate TruScreen for the screening of
Indian women and to be recommended to
the Government of India’s (GOI) Ministry
of Health and Family Welfare for use in
nationally funded screening programs
• Commenced evaluation with Ministry
of Health in Mexico for inclusion in
the Mexican Government’s purchasing
catalogue of preferred medical devices
for public health
• Selected for use in Mexico’s famous
Health Train, bringing advanced medical
technologies to remote communities
• Commenced a pilot study in Papua New
Guinea to evaluate TruScreen as a cervical
cancer screening solution in regional and
remote locations
• Selected for evaluation by the Zimbabwe
Ministry of Health for use as a government
solution for cervical cancer screening
• Approved for reimbursement by major
health insurer in Jordan, a global first
for TruScreen
• Recommended for inclusion in
Russian clinical guidelines
Strong performance of TruScreen
in clinical evaluation
• Ongoing results from clinical performance
evaluation of TruScreen at the Royal
Hospital for Women in Sydney indicate
that TruScreen will substantially
boost screening capabilities in
developing countries
Strengthened our business
• Completed successful $5 million
capital raising in May 2017
• Established new manufacturing facility
in Australia, which was commissioned
post-period end in June 2018
Refreshed the Board with
appointment of expert directors
• Professor Ron Jones and Mr Chris
Lawrence appointed to the Board of
Directors, replacing two long serving
directors. Marie Ficarra appointed to the
Board in June 2018, post period end
5
TruScreen Annual Report 2018
FINANCIAL RESULTS
For the FY18 financial
year, TruScreen reported
a 37% increase in sales
to $0.8 million, primarily
due to a strong second
half following receipt
of CFDA approval for
TruScreen2 in China,
in December 2017.
Total sales revenue for the year
was below expectations after
commercial performance was
hampered in the first half due to
ongoing product improvements
and validation, and delays in
gaining CFDA approval for the
TruScreen device in China.
However it is pleasing to now
be seeing a positive sales
trajectory.
All sales are to TruScreen’s
distribution partners, who are
then responsible for on-selling
the technology in their regions.
Commercial terms of trade are
in place with all distributors.
Over time, as more devices
enter the market, the company
expects to see an increasingly
large proportion of revenue
being generated from the sales
of the Single Use Sensors,
providing a sustainable annuity
income stream.
Other income including a
refundable tax offset, took total
revenue to $2.2 million for the
year, up 56% on FY17.
Total operating expenses
increased as expected, as the
company positions itself for
the forecast growth in demand,
with an increased investment
into inventory, human resources
and R&D related to technology
improvements, as well as
establishment of the new
manufacturing facility
in Sydney.
Net operating cash outflow for
the period was $(3.7) million.
This is expected to significantly
improve as sales increase and
TruScreen expects to reach
profitability by the end of FY19.
For the FY18 financial year, the
company reported a Net Loss
of $(4.2) million, compared to
$(3.5) million in the prior year.
As at 31 March 2018, TruScreen
had cash and cash equivalents
of $1.2 million (FY17: $3.7m).
As it has done previously, if
required, TruScreen will seek
shareholder support for its
growth strategy as it works
towards profitability.
NZ Dollars FY18 FY17 FY17 : FY18
Sales 804,062 585,388 37%
Other revenue 1,374,581810,202 70%
Total revenue 2,178,6431,395,590 56%
Operating expenses (6,347,435) (4,936,200) 29%
Net operating cashflow (3,729,191) (2,575,584) 45%
Net Loss (4,168,792) (3,540,610) 18%
Cash and cash equivalents 1,212,454 3,671,571 -67%
6
TruScreen Annual Report 2018
12%
OF CURRENT
TRUSCREEN
SALES
EARLY STAGES
OF MARKET
DEVELOPMENT
MEXICO
LATIN
AMERICA
OUR GLOBAL FOOTPRINT
Cervical cancer is the fourth most
common cancer in women worldwide
with over half a million new cases
diagnosed each year.
Our key markets are emerging and developing
countries where there is a lack of laboratory
infrastructure and expert technicians, and no large
scale cervical cancer screening programmes in
place. Over 85% of cervical cancer related deaths
occur in these less developed regions.
China has approximately 400 million women
of screening age and carries about 30% of
the world’s burden of cervical cancer. Latest
estimates indicate that about 107,000 new cases
are diagnosed in China each year, and that about
37,400 women die of the disease annually. India
and Latin America also have large populations
of women of screening age, limited healthcare
infrastructure and the desire for screening
programmes. While China remains our primary
market opportunity, Mexico and India offer
significant potential for our company.
We have distribution agreements in place covering
over 30 countries, which together have a screeing
population exceeding 1 billion women.
WOMEN OF SCREENING
AGE BY COUNTRY
AUSTRIA | 2,000,000 WOMEN | SIGNED 2017
BELGIUM | 3,000,000 WOMEN | SIGNED 2018
BOSNIA-HERZEGOVINA | 1,000,000 WOMEN | SIGNED 2017
CHINA | 401,000,000 WOMEN | SIGNED 2014
CROATIA | 1,000,000 WOMEN | SIGNED 2017
GERMANY | 22,000,000 WOMEN | SIGNED 2017
HONG KONG | 2,000,000 WOMEN | SIGNED 2016
INDIA | 302,000,000 WOMEN | SIGNED 2017
INDONESIA | 66,000,000 WOMEN | SIGNED 2018
IRAN | 22,000,000 WOMEN | SIGNED 2016
JORDAN | 2,000,000 WOMEN | SIGNED 2016
KAZAKHSTAN | 5,000,000 WOMEN | SIGNED 2017
KOSOVO | 500,000 WOMEN | SIGNED 2017
MEXICO | 31,000,000 WOMEN | SIGNED 2015
MONTENEGRO | 200,000 WOMEN | SIGNED 2017
NETHERLANDS | 4,000,000 WOMEN | SIGNED 2018
PAKISTAN | 42,000,000 WOMEN | SIGNED 2018
PAPUA NEW GUINEA | 1,000,000 WOMEN | SIGNED 2018
PHILLIPINES | 21,000,000 WOMEN | SIGNED 2014
POLAND | 11,000,000 WOMEN | SIGNED 2016
RUSSIA | 44,000,000 WOMEN | SIGNED 2015
SAUDI ARABIA | 6,000,000 WOMEN | SIGNED 2016
SERBIA | 2,000,000 WOMEN | SIGNED 2017
SLOVENIA | 1,000,000 WOMEN | SIGNED 2017
SOUTH AFRICA | 13,000,000 WOMEN | SIGNED 2018
SWITZERLAND | 2,000,000 WOMEN | SIGNED 2017
TURKEY | 20,000,000 WOMEN | SIGNED 2016
UAE | 1,000,000 WOMEN | SIGNED 2016
UKRAINE | 13,000,000 WOMEN | SIGNED 2016
VIETNAM | 26,000,000 WOMEN | SIGNED 2016
ZIMBABWE | 2,000,000 WOMEN | SIGNED 2018
7
TruScreen Annual Report 2018
71%
1%
4%
2%
7%
3%
OF CURRENT
TRUSCREEN
SALES
OF CURRENT
TRUSCREEN
SALES
OF CURRENT
TRUSCREEN
SALES
OF CURRENT
TRUSCREEN
SALES
OF CURRENT
TRUSCREEN SALES.
EARLY STAGES
OF CURRENT
TRUSCREEN
SALES
EARLY STAGES
OF MARKET
DEVELOPMENT
CHINA
INDIA,
PAKISTAN
PHILIPPINES,
VIETNAM
INDONESIA,
PAPUA NEW
GUINEA
ZIMBABWE,
SOUTH AFRICA
EUROPE
CENTRAL
ASIA
=
10 MILLION WOMEN
OF SCREENING AGE
8
TruScreen Annual Report 2018
TRUSCREEN’S BIG TWO
Regulatory ApprovalExempt from Medical Regulatory Approval. Customs Notice of Conformity obtained.
Distributor AppointedYes
Support from Key Medical Opinion LeadersYes
In Country Clinical Research Papers PublishedYes
Stage of CommercialisationStage 1. Early market preparation.
Evaluation by key medical research centres underway.
Main Sales Channels• Central Government Ministries of Health
• State Government Ministries of Health Major Private Hospital Groups
• Armed Forces
• Railways and other major public institutions
• Public Hospitals
Current Key Activities• All India Institute of Medical Science evaluation underway
• Armed Forces Medical Research Centre evaluation underway
• Commenced marketing in 4 States – Delhi NCR, Madhya Pradesh,
Haryana, Maharashtra
INDIA
TOTAL
POPULATION
1,282
MILLION
INCIDENCE OF
CERVICAL CANCER
123,000
PER YEAR
WOMEN OF
SCREENING AGE
302
MILLION
DEATHS FROM
CERVICAL CANCER
67,500
PER YEAR
9
TruScreen Annual Report 2018
Regulatory ApprovalCFDA Approval Obtained
Distributor AppointedYes
Support from Key Medical Opinion LeadersYes
In Country Clinical Research Papers PublishedYes
Stage of CommercialisationStage 2 - Capitalising on market preparation. TruScreen used in 16 Provinces
and sales to both Government and Private Hospitals commenced.
Main Sales Channels• Government Hospitals
• Rural Clinics
• Private Clinics
• Army Health System
• Company Health Systems
• Women’s & Children’s Division
of Centre of Disease Control
Current Key Activities• China Obstetrics and Gynaecologist Association.
• 10,000 patient evaluation underway
• China Centre for Disease Control – Womens and Children’s Health Division
-12,000 patient evaluation underway
• Preparation for 190 Hospital Program in Xinjiang Province
• Selection by the Two Cancers Centre Project for installation in their 50 new high
tech womens health clinics
• Marketing and sales activityin 16 Provinces
CHINA
TOTAL
POPULATION
1,379
MILLION
INCIDENCE OF
CERVICAL CANCER
100,700
PER YEAR
WOMEN OF
SCREENING AGE
410
MILLION
DEATHS FROM
CERVICAL CANCER
37,400
PER YEAR
10
TruScreen Annual Report 2018
CHAIRMAN AND
CEO’S REVIEW
We are now on the
cusp of commercial
realisation.
The 2018 financial
year (FY18) was
one of tremendous
significance for our
company, as we
realised the benefits
of our many years of
effort and investment
and moved to the
cusp of commercial
realisation.
Since our inception, we
have been focused on the
development of our proprietary
opto-electrical cervical
cancer screening solution
and establishing our global
commercial footprint.
As with all new medical
technologies, this has required
extensive testing and validation.
We have invested in clinical
trials, both with independent,
reputable medical organisations
such as the Royal Hospital for
Women in Sydney, as well as in
countries which are evaluating
our technology for their
own use.
We have negotiated distribution
agreements which cover more
than 1 billion women in over 30
countries, and we are continuing
to negotiate new agreements.
Our primary focus is on the
Chinese market, however, we
have also identified large scale
opportunities in India and Latin
America, as well as numerous
smaller markets.
We have invested heavily in
improving our technology. The
development of the TruScreen2
device, which was launched in
July 2016, has been followed
by a program of continuous
improvement. Significant
investments has been made
in optical & electronic design,
in algorithm research and in
device usability – such as the
creation of a Chinese language
graphic interface for the
TruScreen operating system.
We have been marketing and
building awareness of our
product, with attendance
and presentations at major
exhibitions and conferences
around the world; as well as
through targeted meetings with
key individuals. Our goal is to
be recommended for major
screening programmes and
health systems in
these countries.
Most recently, we have invested
in a new manufacturing
facility, which provides us
with more control over supply
and significantly reduces
manufacturing costs.
During this time, our team
has been supported by a
number of expert advisers,
including renowned specialists
in gynaecological oncology
who are members of our
Medical Advisory Board. Their
contributions, along with
those of our committed staff,
have been instrumental in our
progress to date.
Throughout this process,
we have remained true to our
vision to provide better cervical
cancer screening for women
around the world and, by doing
so, improve the health and
wellbeing of women and help
to save thousands of lives.
11
TruScreen Annual Report 2018
CFDA approval in China
a turning point
The investments and initiatives we have
undertaken in China are now bearing fruit.
A key milestone in FY18 was achieving
CFDA regulatory approval in China for our
TruScreen2 device in December 2017. This
opened the way for us to start actively
marketing and selling the device in the
Chinese market.
With strong distribution partners already
in place, clinical trials underway and
demonstrating the efficacy of our technology,
we were ideally positioned to immediately
commence commercial activities. Indeed,
the first sales of TruScreen2 to China were
made within weeks of CFDA approval
being received.
Since that time, we have seen demand in
China grow exponentially and sales in the
first quarter of FY19 have already exceeded
sales for the entire year in FY18.
As announced, TruScreen will be installed
in 190 hospitals in Xinjiang province over
the coming months, and we have also been
selected as the primary screening solution
for a new chain of high tech female health
clinics which are to be established in 50
municipal hospitals in China. This is in
addition to the existing installations of the
original TruScreen device in a number of
hospitals and clinics across China, which we
expect to upgrade to TruScreen2 over time.
We are also involved in two further large
scale programmes in China, with the goal
of being added to national screening
guidelines and recommended for use in
screening programmes and clinics. We have
commenced a 10,000 patient evaluation with
the Chinese Obstetrics and Gynaecology
Association; and, post period end announced
a pilot programme with the Women’s and
Children’s Healthcare Division of the Centre
for Disease Control in China, with more than
12,000 women expected to be involved.
Positive momentum in markets
outside of China
While China remains our primary focus,
we have also identified other markets
which are of great interest, but in an earlier
commercialisation stage. In particular, these
include India and Latin America, which
have large screening populations, limited
laboratory infrastructure and are looking for
a cervical screening solution.
In both countries, we are at the evaluation
stage of our commercial pathway.
In India, we have commenced a research
collaboration with the All India Institute of
Medical Science (AIIMS) with the objective
of being recommended for use in nationally
funded screening programmes. This is a
longer term prospect, and we have identified
other shorter term prospects, including
inclusion in State-run screening programmes
(there are 29 States in India) and adoption by
public and private hospitals and clinics.
In Mexico, we are seeking registration and
inclusion in the Mexican Government’s
purchasing catalogue of preferred medical
devices for public health. This would allow
us to participate in Federal Government
tenders for supply to the public sector.
In the last year, we have also created new
partnerships and are collaborating with
organisations in Indonesia, the Pacific
Islands, South Africa and Zimbabwe.
12
TruScreen Annual Report 2018
TRUSCREEN’S NEW
STATE OF THE ART
MANUFACTURING
FACILITY IN SYDNEY
This cutting edge facility is now
fully operational and producing
the highly specialised and technical,
diagnostic opto-electrical
front-end component of the
TruScreen device.
It is accredited under TruScreen’s
internationally recognized
ISO:13485 Quality Certification and
includes a skilled team recruited
for their specific expertise in
optical and biomedical engineering.
Many of the processes involved
are unique to TruScreen, and
utilise componentry specifically
designed by TruScreen for its unique
manufacturing needs.
The facility will expand to have
the capacity to manufacture up to
200 units per month and is expected
to deliver an approximate 50%
improvement in gross profit per
device. Further cost savings are
planned as the company
brings additional manufacturing,
assembly, calibration and testing
processes inhouse.
13
TruScreen Annual Report 2018
Proportion of revenue from Single
Use Sensors will grow as more
devices are installed
The TruScreen device utilises a disposable
Single Use Sensor for every patient. As
installation and use of devices grow, so too
will the demand for Single Use Sensors.
Technically, each device has a useful life of
up to 10 years and, while it has the capacity
to conduct up to 1,000 tests per month in a
mass screening environment, we expect an
average of 150 tests per month in a Chinese
hospital environment, once fully deployed.
We estimate that for every 100 devices
fully deployed in a Chinese hospital
environment, we will generate a sustainable
annuity income stream of approximately
$1.4 million every year.
New manufacturing plant will
improve operating efficiencies
The establishment of TruScreen’s new
manufacturing facility was a key initiative
in FY18. Commissioned in June 2018,
the facility has a current capacity of 100
electro-optical component assemblies per
month (the key technical component in the
TruScreen device), and is readily expandable
to 200 assemblies per month as demand
increases. We estimate that this will
generate an approximate 50% improvement
in gross profit per device, and further cost
savings are expected as we bring additional
manufacturing processes inhouse.
Refreshed board strengthens
governance of TruScreen
We are privileged to have welcomed
three new Board members since August
2017, following the departure of two long
serving directors. Professor Ron Jones is a
renowned gynaecologist and obstetrician,
while Mr Chris Lawrence is a successful
businessman and a significant investor in
life science and bio technology businesses.
Marie Ficarra was the most recent
appointment in June 2018, post period end.
She is a women’s cancer marketing expert,
and a passionate advocate for cervical
cancer screening programmes. Marie and
her husband, a medical doctor, have devoted
the last three years to helping establish
the Australian Gynaecological Cancer
Foundation, which is devoted to raising
research funds for women’s cancers.
Looking Forward
The outlook for our company is positive and
we are excited as we move into this next
phase of our commercialisation strategy.
Our sales momentum is expected to
continue, and we are aiming to reach
profitability during FY19.
The vast majority of these sales will be to
China, with sales also expected to Latin
America, India and other smaller markets
during FY19.
Over time, as more devices enter the
market, we expect to see an increasingly
large proportion of revenue being
generated from the sales of the Single Use
Sensors, providing a sustainable annuity
income stream.
While China remains the primary
opportunity, we have identified a number
of other markets which offer significant
potential and will continue working with
our distribution partners to encourage
adoption of the TruScreen cervical cancer
screening solution.
We would like to acknowledge and thank
our shareholders for their patience and their
loyalty, as well as our staff, advisers and
other supporters. We are now on the cusp of
commercial realisation and we are confident
we can deliver value to all those involved.
CHAIRMAN AND
CEO’S REVIEW continued
Robert Hunter
Chairman
Martin Dillon
Chief Executive Officer
OUR
PRIORITIES
FOR FY19
• Achieve profitability
• Maximise device pull through
of Single Use Sensor (SUS)
in China
• Achieve inclusion in
Government programmes and
sales in Mexico and India
• Grow sales by at least 5x FY18
• Generate operational
efficiencies, particularly
by bringing manufacturing
processes inhouse
• Move low tech manufacturing
offshore and reduce COGS
• Leverage volumes to
reduce SUS costs
14
TruScreen Annual Report 2018
TACKLING CERVICAL CANCER
Cervical cancer is the fourth most common
cancer in women worldwide with about
530,000 new cases diagnosed annually and
275,000 women dying every year from the
disease. The majority of these cases are in
women aged between 35 and 55 years, when
they are in the prime of their lives. Cervical
cancer is different to most cancers in that
it has a precancerous phase, which is
believed to last for approximately 10 years
on average. Most cases of cervical cancer
occur many years after infection with
specific high-risk strains of human
papillomavirus (HPV). Genital HPV infection
is a common infection and will infect about
eight out of ten women at some time in their
lives. In most women, the virus is cleared
quickly by the immune system and no
treatment is needed. However, in some
women it can lead to cervical cancer.
Screening programmes therefore, look either
for HPV infection or abnormal cells in the
cervix that might become cervical cancer
if not treated appropriately.
Most developed countries have well
established laboratory systems and
national screening programmes, ensuring
that cervical cancer can be diagnosed
and treated in its very early stages.
This has seen the incidence of cervical
cancer decline significantly in these
countries. But not all women are so
fortunate. In emerging and developing
countries, there is often a lack of laboratory
infrastructure and expert technicians, as well
as transient populations and people living in
remote areas, who have poor or zero access
to the minimal health infrastructure that
does exist. TruScreen’s real time, accurate,
low cost and portable diagnostic system is
the answer, and TruScreen is now available
in many countries for the screening of
cervical cancer. TruScreen can be used with
minimal clinical training, and without the
infrastructure and resource costs associated
with traditional screening.
SAVING LIVES
WITH BETTER
SCREENING
FEATUREBENEFIT
Real-time resultsImmediate feedback to patient and operator - no patient follow up required to deliver results.
Objective resultAccurate, reproducible results.
No laboratory facility neededAllows greater access to women in remote communities and easy use.
High sensitivityAssured level of performance, providing a high standard of cervical screening.
Automated device and error-checking
during examination
Clinical confidence in the accuracy and cosistency of results
No collection of tissue samplesNo pain or discomfort to the patient, leading to higher screening participation rates
15
TruScreen Annual Report 2018
THE TRUSCREEN TECHNOLOGY
TruScreen’s real time cervical
cancer technology utilises a
digital wand which is placed
on the surface of the cervix to
measure electrical and optical
signals from the surrounding
tissue. A sophisticated
proprietary algorithm framework
distinguishes between normal
and abnormal (cancerous and
precancerous) tissue to identify
precancerous change, or cervical
cancer. A disposable Single Use
Sensor (SUS) is used for each
patient to protect against
cross-infection.
Technically, each device has a
useful life of up to 10 years and
can conduct up to 1,000 tests
per month in a mass screening
environment. However, we expect
an average of 150 tests per
month per device in a clinical
hospital environment once
users are properly trained and
fully operational. Women have
expressed a strong preference for
TruScreen over the conventional
Pap smear test.
With TruScreen there is no
collection of tissue samples,
which minimises discomfort for
the patient. In addition, results
are provided instantly in “real
time” at the location at which
the procedure is undertaken,
thus removing the period of
uncertainty that many women
experience whilst waiting for their
pap smear result to be reported
to them. The technology is easy
to use and is not reliant on
highly trained staff to interpret
the results.
TruScreen has been extensively
evaluated in studies involving
thousands of women worldwide
and clinical research is
continuing to improve the
accuracy of the device and
technology even further.
Single Use Sensor
Intelligent Cradle
Handheld Device
16
TruScreen Annual Report 2018
Robert Hunter
Chariman (Chair of
Remuneration and
Nomination Committee)
Appointed November 2013
Robert Hunter is the chairman
of TruScreen. He has been
a significant investor in the
TruScreen intellectual property
and business operations
over a 20-year period and
has invaluable knowledge
of TruScreen’s commercial
operations.
Robert has 35 years’ business
experience and is currently
the principal of a Chartered
Accounting and Corporate
Advisory Practice based
in Sydney. He has past
experience as a Director
and Chairman of numerous
public and private companies
involved in a broad range of
business activities including
property, financial services,
retailing, telecommunications,
biotechnology and funds
management. Robert has held
honorary roles in a number of
charitable, educational and
sporting organisations. He is a
Commerce graduate and Fellow
of the Institute of Chartered
Accountants in Australia.
Christopher Horn
Independent Director,
(Chair of Audit, Finance
and Risk Committee)
Appointed November 2013
Chris Horn has been involved
with TruScreen for a number
of years. He is an experienced
business executive and
has acted in a number of
management roles including 20
years as a partner of KPMG and
its predecessor firms. He is a
director of a number of private
companies across a broad
range of business activities
including corporate advisory,
financial services and funds
management.
Chris is a Commerce graduate
from the University of New
South Wales and a Fellow
of the Institute of Chartered
Accountants in Australia.
Professor Ronald
William Jones CNZM
Independent Director (Member
of Audit Finance and Risk
Committee, and Medical
Advisory Committee Member)
Appointed October 2017
Professor Ron Jones is a
trained obstetrician and
gynaecologist and was a
former clinical professor at the
University of Auckland. He is a
widely published international
authority of lower genital tract
pre-cancer and cancer and past
president of the International
Society for the Study of
Vulvovaginal Disease and chair
of the Scientific Committee of
the International Federation
of Cervical Pathology and
Colposcopy.
Prof. Jones has been involved
with the TruScreen technology
since the very beginning and
was the Principal Investigator
for a 1998 study at National
Women’s Hospital in Auckland,
one of the key clinics used to
gather early data for what was
then the Cervical PolarProbe
(and has now evolved
into TruScreen).
Chris Lawrence
Non-executive Director
Appointed December 2017
Chris Lawrence is a successful
New Zealand businessman
and a significant investor in
life science and biotechnology
businesses including
TruScreen. He has spent a
substantial part of his career
in small business where he has
had proven success in leading
market place disruption, and
translating new business
models into sustainable
profitable businesses. In the
latter part of his career, he
has dedicated a large share
of his time to governance and
advisory roles.
Most recently Chris’ focus
has been on high growth
companies, with a particular
focus on the biotech industry.
TRUSCREEN DIRECTORS
17
TruScreen Annual Report 2018
Marie Ficarra
Independent Director
Appointed June 2018
Marie Ficarra is an experienced
healthcare executive and
a passionate advocate for
cervical cancer screening
programmes. She has
specialised in the sales and
marketing of pharmaceutical
products and medical
diagnostics, primarily related
to cervical cancer, and
along with her husband, has
devoted the last three years
to helping establish the
Australian Gynaecological
Cancer Foundation. In
addition, Ms Ficarra has
held a senior advisory role
to Merck Sharp and Dohme
(Australia) for the introduction
and reimbursement of
pharmaceuticals including the
cervical cancer vaccine and
served on NSW Parliamentary
Committees into Health and
Medical Research.
Marie is a Science graduate
with honours from the
University of Sydney, Australia.
18
TruScreen Annual Report 2018
TRUSCREEN
LEADERSHIP
TEAM
Martin Dillon
Chief Executive Officer
Mr. Martin Dillon’s particular
expertise is in sales and
marketing of women’s health
products. More importantly,
Mr. Dillon was previously
responsible for the development
of TruScreen’s initial
commercialisation
and global roll-out of the
distribution network.
As a previous Chair of
the TruScreen Operations
Committee, Mr. Dillon has a
good working knowledge of the
production of the product and
its development and registration
processes. He knows and has
a working relationship with
other TruScreen specialists
mentioned below, and key
contacts in the target markets,
particularly China and Korea.
Mr. Dillon studied Law at
Sydney University and has held
honorary roles for the Australian
Defence Department, the
Australian Olympic Committee
and Surf Life Saving.
Dr. Colin Stahel
General Manager -
Technology
Dr. Colin Stahel holds a PhD
in physiology from the Faculty
of Medicine at the University
of Tasmania and a MBA
from the Graduate School of
Management at Macquarie
University. He is also an
Adjunct Associate Professor in
Biomedical Engineering at the
University of New South Wales.
He has wide experience in
commercialisation and line
management of medical
technology focussed on
commercial outcomes. He
has managed multinational
teams in Australia, Asia, Europe
and North America working
with global corporates, early
listed companies and start
up environments. Colin’s
international medical device
market experience includes
cancer detection, surgery,
cardiology, imaging, wound care
and infection prevention.
Dr. Jerry Tan
General Manager –
International Business
Development
Dr. Jerry Tan holds degrees in
Commerce and Medicine and is
a qualified Gynaecologist from
China. He is fluent in English
and Mandarin.
Dr. Tan has extensive
knowledge of the TruScreen
product and has been involved
in establishing the market in
China, including, identification
of distributors, product
registration, market evaluation,
and the conduct of clinical
trials.
In addition to his overall role as
General Manager Commercial,
Dr. Tan heads up the TruScreen
operations in East Asia
including China, the Philippines
and South Korea.
Paul Curran
General Manager –
Operations
Mr. Paul Curran has a Bachelor
of Science, specialising in
all areas of Medical Device
Licensing, including Quality
Assurance for New Product
Development, Technical File
development and audit and
Risk Assessment.
He is an expert in the fields of
Healthcare Compliance and
the control of manufacturing,
including subcontractors, for
the delivery of a quality assured
product on time.
Mr. Curran has been involved
with the TruScreen product for
many years and is responsible
for manufacturing, research and
development, registrations and
quality assurance.
James Haindl
Biotechnologist
Mr. James Haindl holds a
Bachelor of Biotechnology. His
particular expertise is in medical
biotechnology most specifically
in microbiology, biochemistry,
genomics, medical devices and
diagnostics.
Mr. Haindl is heavily involved
with the manufacturing, supply
chain management, technical
assistance, research and
development, product training,
and quality management of the
TruScreen product.
Mr. Haindl also works closely
with the medical advisory
committee at the Royal Hospital
for Women to conduct clinical
performance evaluations.
Dr. Akila
Seneviratne
Algorithm Expert
Dr. Akila Seneviratne holds a
Bachelor of Science in electrical
and electronic engineering
and a PhD. in statistical signal
processing from the University
of New South Wales.
She has worked in various
teaching and research roles
at UNSW and at the University
of Brunei Darussalam and
has wide ranging experience
in algorithm and software
development. Her research
in sparse statistical signal
processing and estimation
theory has been published
in leading conferences
and journals.
Since joining TruScreen, Dr.
Seneviratne has played a pivotal
role in the Algorithm Team.
With her strong background in
machine learning techniques,
her work has contributed to
an improved understanding
of the theoretical basis for
electro-optical classification of
cervical tissue that has led to
improvements in TruScreen’s
classifier algorithm design.
Dr. Carolina
Velasquez
Clinical Research and
Training Officer
After gaining her Bachelor
of Medicine and Bachelor of
Surgery, Dr. Carolina Velasquez
worked in hospitals in Bogota,
Colombia before emigrating
to Australia.
She has recently completed
a post graduate diploma in
Clinical Research at Monash
University. Dr. Velasquez assists
in the preparation and conduct
of clinical research in Australia
& overseas, and in the training
of TruScreen’s users in our
many markets. In addition,
as a fluent speaker in both
Spanish and English, Carolina
is an important link in our
commercial activities in
Latin America.
Dr. Zhenglin
Wang
Electro-Optical
Production Manager
Dr. Zhenglin Wang holds
a PhD. in Laser Physics, a
Masters Degree in Optics
and Bachelor of Science in
Optoelectronics. He has been
engaged in the manufacture
and development of a range
of optical technologies
including ophthalmic lasers and
wavelength selective switch
systems for communication
technologies.
Dr. Wang led the establishment
of, and now manages, the
new TruScreen Electro-Optical
fabrication facility based in the
Industry Collaboration Hub at
the Commonwealth Scientific
and Industrial Research
Organisation (CSIRO), in Sydney.
19
TruScreen Annual Report 2018
TRUSCREEN
MEDICAL
ADVISORY
BOARD
Professor Neville
Hacker AM
Clinical Advisory -
Professor of Gynaecology
Chairman
The TruScreen Medical Advisory
Board is led by Professor Neville
Hacker AM, a role that he has
maintained for over 10 years.
Professor Hacker is the director
of the Gynaecological Cancer
Centre, Royal Hospital for
Women in Sydney and Professor
of Gynaecological Oncology
at the University of New South
Wales. He has published over
200 peer reviewed articles, and
edited 2 books, both in their
sixth edition. Berek and Hacker’s
Gynaecologic Oncology is the
standard textbook in the field
of Gynaecologic Oncology.
He is a past President of the
International Gynaecological
Cancer Society and a past
President of the Society of
Pelvic Surgeons. He is a former
Chairman of the Oncology
Committee of the RANZCOG,
and a former Chairman of
Examiners for Gynaecologic
Oncology, RANZCOG.
Professor Ronald
William Jones
CNZM, MB ChB,
MD (Otago),
FRCS(Ed),
FRCOG,
FRANZCOG,
FAOFOG(Hon).
Professor Ron Jones is a New
Zealand medical graduate.
Following 6 years postgraduate
training in England he returned
to the National Women’s
Hospital in Auckland, New
Zealand where he was a
Visiting Consultant Obstetrician
& Gynaecologist for 38 years
and latterly a Clinical Professor
at the University of Auckland.
He has published extensively
in the field of lower genital
tract pre-malignancy and has
lectured in over 30 countries.
Professor Jones is a past
President of the International
Society for the Study of
Vulvovaginal Disease and a
past Chairman of the Scientific
Committee of the International
Federation of Cervical Pathology
and Colposcopy.
Associate
Professor
(Colonel) Michael
J. Campion
RAAMC, Hon
MD(U.Syd), CStJ,
KM(Ob), KCHS
Associate Professor (Colonel)
Michael J. Campion is a Senior
Staff Specialist and Head of
the Pre Invasive Clinic at the
Gynaecological Cancer Centre
of the Royal Hospital for Women
in Sydney. He is Conjoint
Associate Professor, School
of Women’s and Children’s
Health, at the University of New
South Wales. He has over 35
years’ experience as a qualified
medical practitioner and over 25
years of experience as an expert
colposcopist. Dr. Campion
has written numerous peer
reviewed papers and chapters
on cervical cancer prevention,
including papers on TruScreen
®
.
In addition, Dr. Campion is the
Senior Health Advisor - Army
and Chair of the Senior Health
Advisory Panel, Joint Health
Command, Australian Defence
Force and Director, Health
Services Army Reserve – NSW/
ACT for the Royal Australian
Army Medical Corps.
20
TruScreen Annual Report 2017
SHAREHOLDER
INFORMATION
ISSUED CAPITAL AS AT 1ST JULY 2018
TRU(NZL)202,152,621
Current Holders833
INVESTOR DOMICILE AT 1ST JULY 2018
Holders
New Zealand714
Rest of World39
Issued Capital
New Zealand137,248,613
Rest of World64,904,008
INVESTOR RANGES TRU(NZL)
AS AT 1ST JULY 2018
TOP 20 SHAREHOLDERS
Top 20 Shareholder
Number
of shares
%
of capital
Consolidated Nominees Pty Ltd29,539,90014.61
Browns Island Holdings Limited20,000,0009.89
Waitara Trustees Limited16,622,2228.22
Lah Investment Co Pty Ltd10,062,5004.98
Consolidated Nominees Pty Ltd10,062,5004.98
Idl Trustee Limited10,000,0004.95
Albert Nominees Limited10,000,0004.95
New Zealand Central
Securities Depository Limited
9, 317, 8 0 24.61
Forsyth Barr Custodians Limited5,876,9132.91
Masfen Securities Limited5,625,0002.78
Custodian Nominee Company Limited3,890,0001.92
Samuel Hamish Macdonald3,000,0001.4 8
Cbt Trustee Limited3,000,0001.4 8
Leveraged Equities Finance Limited2,363,0711.17
James Winston Hunter & Elizabeth
Henderson-Hunter
1,876,6000.93
Valerie Anne Hunter1,685,9200.83
Christopher Lawrence Horn
& Marilyn Gai Horn
1,550,0000.77
Martin James Dillon1,500,0000.74
Mark David John Williams1,250,0000.62
Sean Robert Joyce1,250,0000.62
100,001
and over
50,001
– 100,000
10,001
– 50,000
5,001
– 10,000
1,001
– 5,000
1-1,0000.49%
23.92%
15.66%
32.43%
10.36%
17.14%
21
TruScreen Annual Report 2017
FINANCIAL
STATEMENTS
& AUDITOR’S
REPORT
FOR THE YEAR ENDED 31 MARCH 2018
Consolidated Statement of Profit
or Loss and Other Comprehensive Income __________________________________________ 22
Consolidated Statement of Financial Position ___________________________________ 23
Consolidated Statement of Changes in Equity ___________________________________ 24
Consolidated Statement of Cash Flows ________________________________________________ 25
Notes to the Financial Statements __________________________________________________________ 26
Independent Auditor’s Report ___________________________________________________________________ 51
22
TruScreen Annual Report 2018
CONSOLIDATED STATEMENT OF PROFIT
OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 March 2018
Note20182017
$$
Revenue from the sale of goods6804,062585,388
Other income 61,374,581810,202
Changes in inventories(66,343)408,944
Purchases of inventory(741,607)(881,746)
Employee benefit expenses and directors’ fees7(1,419,333)(1,174,222)
Administration(578,497)(470,394)
Research and development expenses(1,905,710)(1,190,910)
Rent(97,471)(95,625)
Travel(97,901)(156,900)
Marketing & product approvals(393,485)(561,811)
Insurance(73,048)(87,424)
Shareholder relations & services(95,675)(91,999)
Foreign exchange loss(342,388)(68,502)
Amortisation & depreciation7(535,977)(528,134)
Finance costs -(37,477)
Loss before income tax(4,168,792)(3,540,610)
Income tax expense8--
Loss for the period(4,168,792)(3,540,610)
Other comprehensive income
Item that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign subsidiary operations19(17,671)(241,728)
Other comprehensive (loss)/income for the period(17,671)(241,728)
Total comprehensive loss for the period (4,186,463)(3,782,338)
Basic and diluted losses per share (cents)10(2.1)(2.1)
The accompanying notes form part of these financial statements.
23
TruScreen Annual Report 2018
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
As at 31 March 2018
Note20182017
$$
CURRENT ASSETS
Cash and cash equivalents111,212,4543,671,571
Other receivables121,314,456791,791
Loan receivable1275,000-
Trade receivables12-217,397
Goods and services tax recoverable155,84969,395
Inventories13401,185467,527
Other assets – prepayments55,55677,100
TOTAL CURRENT ASSETS3,214,5005,294,781
NON-CURRENT ASSETS
Plant and equipment157,5368,275
Intangible assets168,944,8139,738,424
TOTAL NON-CURRENT ASSETS8,952,3499,746,699
TOTAL ASSETS12,166,84915,041,480
CURRENT LIABILITIES
Trade and other payables17419,491644,587
Provision for employee benefits18109,16272,605
TOTAL CURRENT LIABILITIES528,653717,192
NON-CURRENT LIABILITIES
Provision for employee benefits1822,314-
TOTAL NON-CURRENT LIABILITIES22,314-
TOTAL LIABILITIES550,967717,192
NET ASSETS11,615,88214,324,288
EQUITY
Issued capital9 & 2023,443,99621,800,585
Share option reserve19 & 203,970172,800
Foreign currency translation reserve19(556,975)(539,304)
Accumulated losses(11,265,109)(7,109,793)
Total Equity11,615,88214,324,288
The accompanying notes form part of these financial statements.
On behalf of the board as at 30 July 2018
Robert Hunter - ChairmanChristopher Horn - Director
24
TruScreen Annual Report 2018
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
For the year ended 31 March 2018
NoteShare Capital
Accumulated
Losses
Foreign
Currency
Translation
ReserveOption ReserveTotal
$$$$$
Balance at 1 April 201617,840,460(3,569,183)(297,576)172,71214,146,413
Loss for the period to 31 March 2017-(3,540,610)--(3,540,610)
Exchange differences on translating
foreign subsidiary operations
19--(241,728)-(241,728)
Total comprehensive
income for the period
-(3,540,610)(241,728)-(3,782,338)
Transactions with owners,
in their capacity as owners
Issue of ordinary shares93,960,125---3,960,125
Share based payment---8888
Total transactions with owners3,960,125--883,960,213
Balance at 31 March 201721,800,585(7,109,793)(539,304)172,80014,324,288
Balance at 1 April 201721,800,585(7,109,793)(539,304)172,80014,324,288
Loss for the period to 31 March 2018-(4,168,792)--(4,168,792)
Exchange differences on translating
foreign subsidiary operations
19--(17,671)-(17,671)
Total comprehensive
income for the period
-(4,168,792)(17,671)-(4,186,463)
Transactions with owners,
in their capacity as owners
Issue of shares re share placement plan 9897,500---897,500
Share issue cost(40,849)---(40,849)
Issue of or subscription for ordinary
shares on exercise of option
9776,760--(155,354)621,406
Lapse of share option20-13,476-(13,476)-
Total transactions with owners1,633,41113,476-(168,830)1,478,057
Balance at 31 March 20181023,433,996(11,265,109)(556,975)3,97011,615,882
The accompanying notes form part of these financial statements.
25
TruScreen Annual Report 2018
CONSOLIDATED STATEMENT
OF CASH FLOWS
For the year ended 31 March 2018
Note20182017
$$
CASH FLOW FROM OPERATING ACTIVITIES
Cash received from customers 1,019,183754,043
Cash paid to suppliers and employees including GST(5,577,047)(4,436,358)
Cash received 43.5% refundable tax offset1(e)808,1671,126,610
Interest paid-(37,477)
Interest received20,50617,598
Net cash to operating activities21(3,729,191)(2,575,584)
CASH FLOW TO INVESTING ACTIVITIES
Development of intangible asset – upgraded cervical cancer console 16-(141,188)
Purchase of plant and equipment(3,110)(6,355)
Net cash to investing activities(3,110)(147,543)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of shares91,322,5004,090,000
Share subscriptions not issued at reporting date9121,408-
Share issue costs(170,724)-
Net cash from financing activities1,273,1844,090,000
Net (decrease) / increase in cash and cash equivalents(2,459,117)1,366,873
Cash and cash equivalents at the beginning of the financial year3,671,5712,304,698
Cash and cash equivalents at the end of the financial year111,212,4543,671,571
The accompanying notes form part of these financial statements.
26
TruScreen Annual Report 2018
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018
NOTE 1.
SUMMARY OF
SIGNIFICANT
ACCOUNTING POLICIES
General Information
These consolidated financial statements
and notes represent those of Truscreen
Limited and its subsidiaries (the “Group”).
References to “Truscreen” are used to refer
both to the Group and Truscreen Limited
(the “Company”).
The parent company, Truscreen Limited, is
the ultimate legal parent company of the
Group and is a limited liability company
incorporated and domiciled in New Zealand.
It is registered under the Companies Act
1993. Truscreen is listed on the NZX
Alternative Market (“NZAX”). Truscreen is
a FMC reporting entity under Part 7 of the
Financial Markets Conduct Act 2013.
The registered office of the Company is Level
6 Equitable House, 57 Symonds St, Grafton,
Auckland 1010, New Zealand. The Group is
engaged in the business of the development,
manufacture and sale of cancer detection
devices and systems.
The financial statements were authorised
for issue on 30 July 2018 by the Directors
of the company.
Basis of Preparation
These financial statements have been
prepared in accordance and comply with
Part 7 of the Financial Markets Conduct Act
2013 and the NZAX Listing Rules.
For the purpose of complying with generally
accepted accounting practice in New
Zealand (“NZ GAAP”) the Group is a for-profit
entity. These financial statements comply
with NZ GAAP, New Zealand equivalent to
International Financial Reporting Standards
(“NZ IFRS”).
These financial statements have been
prepared under the historical costs
convention, modified by the revaluation of
certain assets and liabilities as identified in
specific accounting policies below.
The principal accounting policies adopted
in the preparation of the financial report
are set out below. These policies have
been consistently applied to all the periods
presented, unless otherwise stated. The
financial statement have been rounded
to the nearest dollar
a. Going Concern
The Group financial statements have been
prepared on a going concern basis, which
contemplates the continuity of normal
business activity and the realisation of
assets and the settlement of liabilities in the
normal course of business.
For the year ended 31 March 2018
• The Group incurred a loss of $4,168,792
(2017: $3,540,610) for the year.
• The Group had net cash out-flow from
operating activities of $3,729,191 (2017:
$2,575,584).
• At 31 March 2018 the Group had a net
working capital surplus of $2,685,847
(2017: $4,577,589).
• The Group has a cash balance of
$1,212,454 (2017: $3,671,571) that
supports some 5/6 months of funding in
hand. There is no additional funding or
bank facilities in place.
Having obtained certain country regulatory
approvals along with confirmation of its
technology and development with proof of
clinical trials the Group is beginning to move
into a manufacturing/sales phase of its
business cycle. The Group needs a level of
working capital to meet its manufacturing
and sales operation. As a result there are
a number of material risks still impacting
the business which are outlined in Note 3.
These risks may impact the Group’s ability to
achieve the cash flow forecasts. Dependent
on actual timing of results the 12 month
cash flow reports barely sufficient cash
position in the period to 31/7/19. However,
the forecast is susceptible to changes in
assumptions (including those risks outlined
in note 3) such that there may be additional
shortfalls in cash flow which may result
in the Group inot being able to meet its
obligations as they fall due.
Because of the above reasons there remains
a material uncertainty as to whether the
Group will generate sufficient cash flows and
therefore continue as a going concern for the
period of twelve months from the signing of
these financial statements.
The Directors consider the going concern
basis of preparation of the Group Financial
Statements, to be appropriate as:
• The Board have approached and
informally engaged with an Auckland
firm of Brokers, Foster Capital NZ Ltd to
assist in a capital raise of up to $1.5m
by private placement and an additional
share placement plan raise of $500k,
a new capital raise of $2m. Based on
discussions with the Broker the Board
believe with the market outlook and the
appetite of existing and prospective
investors the capital raise will be fully
supported in order for the Company to
meet its forecast and therefore meet its
obligations as and when they fall due.
• In addition the Board consider the cash
flow forecasts to be achievable and that
the timing of events will occur such that
a cash flow deficit will not eventuate.
The Board consider managing cash flow
and working capital critical in successfully
executing the strategies to achieve the
business model of Truscreen.
If the going concern assumption is not valid,
the Group:
• is unlikely to realise the value in its
intangible assets which are carried
in the financial statements at $8,944,813
(2017: $9,738,424);
• may not be able to realise its assets or
discharge its liabilities in the normal
course of business.
b. Principles of Consolidation
Truscreen Pty Limited is the wholly owned
subsidiary of Truscreen Limited which was
specifically incorporated for the purposes of
acquiring the Truscreen Pty Limited business
(the “Transaction”). Truscreen Limited is the
legal acquirer, and legal parent of the Group.
For financial reporting purposes, aspects
of “reverse acquisition” accounting are
relevant. Specifically, the rules require that
Truscreen Pty Limited be treated as the
accounting acquirer of Truscreen Limited
due to the fact that the owners of Truscreen
Pty Limited owned the largest single minority
voting interest in the resulting Group, post
Transaction.
27
TruScreen Annual Report 2018
The Transaction has been accounted for as
a continuation of the financial statements
of Truscreen Pty Limited, together with a
deemed issue of shares, equivalent to the
shares held by the former shareholders of
Truscreen Limited. This deemed issue of
the shares is, in effect, a share-based
payment transaction whereby Truscreen Pty
Limited is deemed to have received the net
assets of Truscreen Limited.
As such, the consolidated financial
statements are issued in the name of the
legal Parent, Truscreen Limited, but are a
continuation of the financial statements of
the legal subsidiary Truscreen Pty Limited.
The Group financial statements also include:
• Truscreen Ltd (UK) which was
incorporated on 6 November 2013
• TruScreen S. de R.L de C.V which was
incorporated on 17 August 2017
Subsidiaries
Subsidiaries are all entities over which the
Company has control. The Company controls
an entity when it is exposed to, or has rights
to, variable returns from its involvement with
the entity and has the ability to affect those
returns through its power over the entity.
Subsidiaries are fully consolidated from
the date on which control is transferred to
the Company. They are deconsolidated from
the date that control ceases.
Intercompany transactions, balances
and unrealised gains on transactions
between group companies are eliminated.
Unrealised losses are also eliminated
unless the transaction provides evidence
of the impairment of the asset transferred.
Accounting policies of subsidiaries have
been changed where necessary to ensure
consistency with the policies adopted by the
consolidated entity.
c. Segment Reporting
Operating segments are reported in a
manner consistent with the internal reporting
provided to the chief operating decision-
maker. The chief operating decision-maker
has been identified as the Truscreen Limited
Group Board. To date the operations have
been reported as one segment. Accordingly:
• the segment results are as reported in
the Statement of Profit or Loss and Other
Comprehensive Income.
• the segment assets and liabilities are as in
the Statement of Financial Position.
d. Foreign Currency Translation
Functional and presentation currency
Items included in the financial statements
of each entity in the Group are measured
using the currency that best reflects the
economic substance of the underlying
events and circumstances relevant to
that entity (the “functional currency”).
The financial statements are presented in
New Zealand dollars, which is Truscreen
Limited’s functional currency.
The functional currencies of the
subsidiaries are:
Subsidiary
Country
of Incorpo-
ration
Functional
Currency
Truscreen
Pty Limited
Australia
Australian
dollar
Truscreen
Ltd (UK)
UK
Great Britain
Pound
TruScreen
S. de R.L. de
C.V.
Mexico
Mexican
Peso
Transactions and balances
For each entity in the Group, transactions in
currencies other than the functional currency
are translated at the foreign exchange rate
ruling at the date of the transaction. Foreign
exchange gains and losses resulting from
the settlement of such transactions and
from the translation of monetary assets and
liabilities denominated in foreign currencies
at reporting date exchange rates are
recognised as part of the loss for the period.
Non-monetary items that are measured in
terms of historical cost in a foreign currency
are translated using the exchange rate at the
date of the initial transaction. Non-monetary
items that are measured at fair value in a
foreign currency are translated using the
exchange rate at the date when the fair value
was determined.
Translation of group companies’
functional currency to
presentation currency
Assets and liabilities of all of the Group
companies that have a functional currency
that differs from New Zealand dollars are
translated to the presentation currency
at foreign exchange rates ruling at the
closing rate at the date of the Statement of
Financial Position. Income and expenses
are translated using the rate at the date of
the transaction. All differences arising from
the translation of foreign operations are
recognised in the foreign
currency translation reserve in other
comprehensive income.
e. Revenue Recognition
Revenue from the sale of goods is
recognised at the point of delivery, which is
deemed to be at dispatch of goods, per the
Group’s terms and conditions of sale. This
corresponds to the point of transfer of the
significant risks and rewards of ownership of
the goods.
Revenue from the sale of goods in the
course of ordinary activities is measured at
the fair value of the consideration received
or receivable, net of returns, trade discounts
and volume rebates. Revenue is recognised
when the significant risks and rewards of
ownership have been transferred to the
customer, recovery of the consideration
is probable, the associated costs and
possible return of goods can be estimated
reliably, there is no continuing management
involvement with the goods, and the amount
of revenue can be measured reliably. If it is
probable that discounts will be granted and
the amount can be measured reliably, then
the discount is recognised as a reduction of
revenue as the sales are recognised.
Revenue is stated net of the amount of
goods and services tax.
The “Research and Development Grant”
(“R&D Grant”) represents a 43.5% refundable
tax offset which is receivable from the
Commonwealth Government of Australia.
Under the 43.5% refundable tax offset
programme, 43.5% of eligible research
and development spending incurred by the
Group is refundable by the Commonwealth
Government.
R&D Grants are recognised at their fair value
where there is reasonable assurance that
the grant will be received. The offset does
not have to be repaid to the Commonwealth
Government and is treated as income in
accordance with NZ IAS 20 – “Accounting
for Government Grants and Disclosure of
Government Assistance” and recognised in
the same period as the related research and
development expenditure. This is disclosed
as other income in the Consolidated
Statement of Profit or Loss and Other
Comprehensive Income.
The expenditure for which an offset is
claimed is non-deductible and accordingly
reduces tax losses that otherwise would be
available to be carried forward.
Interest revenue is recognised using the
effective interest rate method.
28
TruScreen Annual Report 2018
f. Income Tax
Income tax expense comprises current
and deferred tax where applicable. Income
tax expense is recognised in profit and
loss except to the extent that it relates to a
business combination or items recognised
directly in equity or in other comprehensive
income, in which case the tax is recognised
in the same manner as the underlying
transaction.
Current tax is the expected tax payable or
receivable on the taxable income or loss
for the year, using tax rates enacted or
substantively enacted at the reporting date,
and any adjustment to tax payable in respect
of previous years.
Deferred tax is recognised in respect of
temporary differences between the carrying
amounts of assets and liabilities for financial
reporting purposes and the amounts used
for taxation purposes. Deferred tax is not
recognised for the following temporary
differences:
• the initial recognition of assets or
liabilities in a transaction that is not a
business combination and that affects
neither accounting nor taxable profit
or loss; and
• differences relating to investments
in subsidiaries to the extent that it is
probable that they will not reverse in the
foreseeable future.
Deferred tax is measured at the tax rates
that are expected to be applied to the
temporary differences when they reverse,
based on the laws that have been enacted or
substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset
if there is a legally enforceable right to offset
current tax liabilities and assets, and they
relate to income taxes levied by the same tax
authority on the same taxable entity or on
different tax entities, but they intend to settle
current tax liabilities and assets on a net
basis or their tax assets and liabilities will be
realised simultaneously.
A deferred tax asset is recognised for
unused losses, tax credits and deductible
temporary differences, to the extent that it
is probable that future taxable profits will
be available against which the temporary
difference can be utilised. Deferred tax
assets are reviewed at each reporting date
and are reduced to the extent that it is no
longer probable that the related tax benefit
will be realised.
Additional income taxes that arise from the
distribution of dividends are recognised
at the same time as the liability to pay the
related dividends is recognised.
g. Inventories
Inventories are initially recognised at cost,
and subsequently at the lower of cost and
net realisable value. Cost comprises all costs
of purchase, costs of conversion and other
costs incurred in bringing the inventories to
their present location and condition.
First-In-First-Out (FIFO) method is used
to determine the cost of ordinarily
interchangeable items.
h. Goods and Services Tax (GST)
The profit and loss has been prepared so
that all components are stated exclusive of
GST. All items in the statement of financial
position are stated net of GST, with the
exception of receivables and payables, which
include GST invoiced.
i. Statement of Cash Flows
The following is the definition of the terms
used in the Statement of Cash Flows:
(i) Investing activities are those relating to
acquisition of subsidiaries, the addition,
acquisition and disposal of property, plant
and equipment and intangibles;
(ii) Financing activities are those activities
which result in changes in the size and
composition of the capital structure of
the Group;
(iii) Operating activities include all
transactions and other events that are
not investing or financing activities.
j. Financial Instruments
Non-derivative financial instruments
comprise trade and other receivables,
cash and cash equivalents, and trade and
other payables. The Group classifies its
investments in the following categories:
financial assets at fair value through profit
or loss, loans and receivables, held to
maturity investments and available for sale
financial assets. The classification depends
on the purpose for which the investments
were acquired. Management determines
the classification of its investment at
initial recognition, and re-evaluates this
designation at every reporting date.
At the reporting date all of the Group’s
financial assets consisting of cash and
cash equivalents, trade receivables and
other receivables were classified as loans
and receivables. Non-derivative financial
instruments are recognised initially at
fair value plus any directly attributable
transaction costs. Subsequent to initial
recognition non-derivative financial
instruments are measured at amortised
cost using the effective interest rate method,
less any impairment losses. Receivables
and payables of short-term duration are not
discounted as the effect of discounting is
not considered to be material.
Cash and Cash Equivalents
Cash and cash equivalents means cash on
hand, cash held in banks, and term deposits
that can be liquidated in less than 90 days in
which the Group has invested in as part of
its day to day cash management.
Trade and Other Receivables
Trade and other receivables are recognised
initially at fair value plus directly attributable
transaction costs and subsequently
measured at amortised cost, less allowance
for impairment. Trade receivables are due for
settlement no more than one month from the
date of recognition.
Trade and Other Payables
Trade and other payables amounts represent
liabilities for goods and services provided
to the Group prior to the end of the financial
period which are unpaid. Trade and other
payables are recognised initially at fair value
plus directly attributable transaction costs
and subsequently measured at amortised
cost. The amounts are unsecured and are
usually paid within a month of recognition.
k. Impairment - Financial Assets
A financial asset is assessed at each
reporting date to determine whether there is
any objective evidence that it is impaired.
A financial asset is considered to be
impaired if objective evidence indicates that
one or more events have had a negative
effect on the estimated future cash flows
of that asset.
Collectability of receivables is reviewed on
an ongoing basis. Debts which are known to
be uncollectible are written off. An allowance
for impairment is established when there is
objective evidence that the Group will not
be able to collect all amounts due according
to the original terms of receivables. The
amount of the allowance is the difference
between the asset’s carrying amount and the
present value of the estimated future cash
flows discounted at the original effective
interest rate. The carrying amount is a
reasonable approximation of fair value. The
amount of the allowance is recognised in the
profit and loss.
Individually significant financial assets are
tested for impairment on an individual basis.
The remaining financial assets are assessed
collectively in groups that share similar
credit risk characteristics. Factors that are
usually considered objective evidence of
29
TruScreen Annual Report 2018
impairment include significant financial
difficulties of the debtor, probability the
debtor will enter bankruptcy or financial
reorganisation and default or delinquency
in payments. All impairment losses are
recognised in the profit and loss. An
impairment loss is reversed if the reversal
can be related objectively to an event
occurring after the impairment loss was
recognised. The reversal is recognised in the
profit and loss.
l. Plant and Equipment
Plant and equipment are measured at
cost less accumulated depreciation and
impairment losses.
Depreciation
The depreciable amount of all plant and
equipment is depreciated over the asset’s
useful life to the Group commencing from
the time the asset is held ready for use.
The depreciation rates used for depreciable
assets plant and equipment range between:
–16.67% and 50% diminishing value.
The assets’ residual values, useful lives and
depreciation methods are reviewed, and
adjusted if appropriate, at the end of each
reporting period.
An asset’s carrying amount is written down
immediately to its recoverable amount if the
asset’s carrying amount is greater than its
estimated recoverable amount.
Gains and losses on disposals are
determined by comparing proceeds with the
carrying amount. These gains or losses are
recognised in the profit or loss.
m. Impairment
- Non-Financial Assets
The carrying amounts of the Group’s non-
financial assets, other than inventories
are reviewed at each reporting date to
determine whether there is any indication
of impairment. If any such indication exists,
then the asset’s recoverable amount is
estimated.
Additionally, intangible assets not available
for use, are tested annually, irrespective
of whether there is any indication of
impairment, by comparing its carrying
amount with its recoverable amount.
Intangible assets acquired during the current
financial period are tested for impairment
before the end of the current financial period.
The recoverable amount of an asset or
cash generating unit (“CGU”) is the greater
of its value in use and its fair value less
costs to sell. When determining value in
use, estimated future cash flows will be
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 or CGU.
For the purpose of impairment testing,
assets that cannot be tested individually are
grouped together into the smallest group
of assets that generates cash inflows from
continuing use that are largely independent
of the cash inflows of other assets.
All intangibles have been treated as one
cash generating unit. Cash inflows cannot be
identified to particular intangible assets or
particular groups of intangible assets. This
is as the cash flows arising from the cancer
detection business requires utilisation of all
the particular intangibles.
Impairment losses are recognised in
the profit and loss. Impairment losses
recognised in respect of CGU’s reduce the
carrying amounts of the assets in the CGU
on a pro-rata basis.
n. Intangible Assets
Intangible assets acquired separately are
measured on initial recognition at cost.
Intangible assets with finite useful lives are
subsequently amortised over the useful
economic life and assessed for impairment
whenever there is an indication that the
intangible asset may be impaired. The
amortisation period and the amortisation
method for an intangible asset with a finite
useful life are reviewed at least at each
financial year end.
Intellectual Property
Intellectual property acquired from Ure
Lynam Financial Services Pty Limited are
recognised at cost which is determined
based on fair value.
The Intellectual Property of the Group is
stated at cost less any impairment losses
and are amortised on the straight-line basis
over the estimated economic life of 20 years.
Research & Development
Expenditure on research activities,
undertaken with the prospect of gaining
new scientific or technical knowledge and
understanding, is recognised in the profit and
loss as incurred.
Development costs are capitalised where
future benefits are expected to exceed those
costs, otherwise such costs are recognised
in the profit and loss in the period in which
they are incurred. Development activities
involve a plan or design for the production,
and the development or enhancement of
new or substantially improved products
and processes. Development expenditure is
capitalised only if development costs can
be measured reliably, the product or process
is technically or commercially feasible,
future economic benefits are probable, and
the Group intends to and has sufficient
resources to complete development and
to use or sell the asset. The expenditure
capitalised includes the cost of materials,
direct labour, overhead costs that are directly
attributable to preparing the asset for its
intended use, and capitalised borrowing
costs.
Capitalised development costs are not yet
available for use. Unamortised costs are
reviewed at each reporting date to determine
the amount (if any) that is no longer
recoverable, and any amount so identified is
written off.
o. Share Capital
Ordinary shares are classified as capital.
Incremental costs directly attributable to the
issue of new shares or options are shown
in equity as a deduction, net of tax, from the
proceeds.
p. Employee Benefits
An accrual is made for the Company’s
liability for employee benefits arising from
services rendered by employees to the end
of the reporting period.
Employee benefits that are expected to be
settled within one year have been measured
at the amounts expected to be paid when
the liability is settled on an undiscounted
basis. Employee benefits payable later
than one year have been measured at the
present value of the estimated future cash
outflows to be made for those benefits. In
determining the liability, consideration is
given to employee wage increases and the
probability that the employee may not satisfy
vesting requirements. Those cash flows are
discounted using market yields on national
government bonds (of the country where the
employment contract exists) with terms to
maturity that match the expected timing of
cash flows.
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TruScreen Annual Report 2018
q. Share Based Incentive Plan
The Group operates a share-based incentive
plan under which the entity receives services
from employees as consideration for equity
instruments of the Group. The fair value
of the employee services received in
exchange for the grant of the instruments
is recognised as an expense.
The total amount to be expensed is
determined by reference to the fair value
of the awards granted. At the end of each
reporting period, the Group revises its
estimates of the number of awards that
are expected to vest based on the service
conditions. It recognises the impact of
the revision to original estimates, if any,
in the profit or loss, with a corresponding
adjustment to equity.
r. Accounting Standards Issued
but not yet Effective
At the date of these financial statements, the
following accounting standards have been
issued which are not yet effective which
could have a material financial impact on the
financial statements of the Group.
NZ IFRS 9 – Financial Instruments
The NZ IFRS 9 will be adopted by the Group
for the first time for its financial reporting
beginning 1 April 2018. NZ IFRS 9 includes
amended classification requirements for
financial assets and amended requirements
for impairment of financial assets and for
hedge accounting.
In the 2017 financial statements the Group
indicated that implementation of NZ IFRS 9
would not have a significant impact on the
financial statements. This is as:
i. The requirements of NZ IFRS 9 for the
measurement of financial assets held
by the Group are the same as existing
requirements;
The Group’s financial assets consist
of cash ($1,212,454), short term loans
with a small interest component that
will be held until receipt ($75,000), and
receivables with no interest component
($1,314,456). The receivables are held
until payment is received. Accordingly,
these assets will be classified as
subsequently measured at amortised
cost under the new standard. Due to
the insignificant amount of interest, if
any, which is charges at market value
this measurement criteria is the same
as currently used;
ii. The changes regarding impairment
have no impact on the Group. Cash
balances are held with investment
grade financial institutions; the R&D
Grant is receivable from the Australian
Government who is classified as
investment grade and other balances
are not significant;
iii. No hedge transactions
are entered into.
NZ IFRS 15 – Revenue from contracts
with customers
Addresses recognition of revenue from
contracts with customers. It replaces the
current revenue recognition guidance in NZ
IAS 18 Revenue and NZ IAS 11 Construction
Contracts and is applicable to all entities
with revenue. It sets out a five step model
for revenue recognition to depict the transfer
of promised goods or services to customers
in an amount that reflects the consideration
to which the entity expects to be entitled
in exchange for those goods or services.
The Group will apply this standard from the
Financial Year beginning 1 April 2018.
The Group has assessed that adoption of
NZ IFRS 15 from 1 April 2018 will have no
impact on the financial statements. Sales
are currently recognised when title and risk
transfer to the purchaser. For our sales that
is the same time control of the goods passes
to the customer. There are no performance
obligations past the point title transfers
except the obligations that exist for all
supplies of goods in that they must be fit
for purpose. All product is quality checked
before being supplied. Price continues to be
agreed prior to supply. Accordingly, the point
of revenue recognition remains the same
under NZ IFRS 15 as it was under NZ IAS 18.
NZ IFRS 16 – Leases
NZ IFRS is applicable to reporting periods
commencing on or after 1 January 2019.
Rental expense arises from the monthly
A$7,500 paid to Ure Lynam & Co. for use
of a fully serviced office- refer Note 22b.
This arrangement operated on a month to
month basis. Accordingly, this arrangement,
if classified as a lease, is a lease of no
more than 1 month duration and Truscreen
elects to treat this as a short-term lease
and not apply the recognition requirements
of NZ IFRS 16. As the Group has no other
arrangements that may be classified as
lease, the introduction of NZ IFRS 16 will
have no effect on the financial statements.
There are no other standards, amendments
or interpretations that are not yet effective
that would be expected to have a material
impact on the Group.
NOTE 2.
CRITICAL ACCOUNTING
ESTIMATES AND
JUDGEMENTS
The Company makes estimates and
assumptions concerning the future that
affects the amounts reported in the financial
statements. Estimates and judgments
are continually evaluated and based on
historical experience and other factors,
including expectations of future events
that are believed to be reasonable under
the circumstances. The estimates will, by
definition, seldom equal the related actual
results. The estimates and assumptions that
have a significant risk of causing material
adjustments to the carrying amounts of
assets and liabilities within the next financial
year are discussed below:
• Going Concern
Refer note 1 “a”
• Intangibles
The carrying value of intangibles include
acquired intellectual property and
development costs capitalised in accordance
with the accounting policy for research and
development.
The Directors tested the intangibles for
impairment, at the reporting date, by having
management prepare a series of cash flows
of the Group (the cash-generating unit),
based on the expectations about possible
variations in the amount or timing of those
cash flow, and the choice of a suitable
discount rate to calculate the present value
of those cash flows. Note 16 provides
detailed information about the valuation
techniques, inputs and key assumptions
used in the testing for impairment.
• Recognition of deferred
taxation assets
The benefit of deferred tax arising from tax
losses and temporary differences has not
been recognised as disclosed in Note 8.
NOTE 3.
PRINCIPAL
BUSINESS RISKS
The critical accounting estimates and
judgements noted above are subject to a
number of principal business risks relevant
to a business refining its product offering
and establishing sales channels.
Although the Directors have in place risk
management strategies to counter these
risks where possible, the Directors cannot
31
TruScreen Annual Report 2018
give any guarantee or assurance that the
strategies in place will fully mitigate or
remove the risks. The following, while not an
exhaustive list, outlines a number of business
risks which should be considered when
evaluating critical accounting estimates and
judgments:
Early Stage and Speculative Nature of
the Truscreen Business
Truscreen continues to be an early stage
business. Truscreen does not have any
fixed term contractual arrangements with
customers at this time and there are no
guaranteed recurring regular income streams
for the Truscreen business. While Truscreen’s
management has in place strategies and
plans to deliver sales matching the forecasts
relied upon for the impairment assessment
of intangibles, these strategies and plans
involving forecasts of future deliverables
and events inherently contain a degree of
material uncertainty. Our prospects must
be considered in light of the substantial
risks, expenses, uncertainties and difficulties
encountered by entrants into the medical
device industry, which is characterised by
increasingly intense competition and a high
failure rate. As a new business we have
minimal sales history and therefore we
currently operate at a loss. Our operating
losses may continue if anticipated sales are
not achieved.
Competition
Truscreen competes with numerous other
developers and suppliers of similar product
offerings and services, and the barriers
to entry for more competition are not
prohibitive. Competition from other service
providers is significant and changes in the
composition and extent of competitors has
the potential to present opportunities, and or
impact on Truscreen’s market share
and profitability.
Truscreen is susceptible to being overtaken
by other more established and larger
organisations if they aggressively expand and
integrate new technologies.
Furthermore, our competitors may succeed
in developing, either before or after the
development and commercialisation of
our products, devices and technologies
that permit more efficient, less expensive
non-invasive and less invasive cancer
detection. It is also possible that one or
more pharmaceutical or other health care
companies will develop therapeutic drugs,
treatments or other products that will
substantially reduce the prevalence
of cancers or otherwise render our
products obsolete.
Unsuccessful Marketing
We may not be able to generate sufficient
sales revenues to sustain our growth and
strategy plans.
Truscreen sets annual growth targets
which are reviewed regularly in the light
of prevailing market conditions. Despite
the best endeavours of Truscreen and its
distributors it is possible, that Truscreen’s
initiatives to market its offerings could fail
or not produce the projected levels, which
may have an adverse impact on the financial
position and performance of Truscreen.
Our products, which use different technology
or applies technology in different ways than
other medical devices, are new to the market.
As a result, adoption of our novel technology
may prove to be slower than our forecasts
predict.
Our products are based on new methods
of cancer detection. If our products do
not achieve significant market acceptance,
our sales will be limited and our financial
condition may suffer. Physicians and
individuals may not recommend or use our
products unless they determine that these
products are an attractive alternative to
current tests that have a long history of safe
and effective use.
To date, whilst Truscreen has established
a footprint in many international markets
our products have been used by a relatively
limited number of people. In particular, the
Indian market constitutes over 50% of the
forecast revenue growth. Failure to achieve
market penetration or obtain acceptability
of the product in India will have a direct
impact in the business model and success of
Truscreen globally. Few independent studies
regarding our products have been published
and this limits the speed of adoption of our
product by medical professionals. Truscreen
has plans in place to address this.
A number of competitors are currently
marketing traditional laboratory-based tests
for cervical cancer screening and diagnosis.
These tests are widely accepted in the
health care industry and have a long
history of accurate and effective use.
Many of our competitors have substantially
greater financial, research, technical,
manufacturing, marketing, and distribution
resources than we do and have greater name
recognition and lengthier operating histories
in the healthcare industry. We may not be
able to effectively compete against these and
other competitors.
Furthermore, if our products are not
available at competitive prices, health care
administrators who are subject to increasing
pressures to reduce costs may not elect to
purchase them. Also, a number of companies
have announced that they are developing, or
have introduced, products that permit non-
invasive and less invasive cancer detection.
Accordingly, competition in this area is
expected to increase.
Ongoing Regulatory Approvals
Ongoing compliance with good manufacturing
practice and other applicable regulatory
requirements will be strictly enforced in
many foreign countries through periodic
inspections by state and federal agencies,
including the CFDA, and in other international
jurisdictions by comparable agencies.
Failure to comply with these regulatory
requirements could result in, amongst other
things, warning letters, fines, injunctions, civil
penalties, recall or seizure of products, total
or partial suspension of production, failure
to obtain premarket clearance or premarket
approval for devices, withdrawal of approvals
previously obtained, and criminal prosecution.
The restriction, suspension or revocation of
regulatory approvals or any other failure to
comply with regulatory requirements would
limit our ability to operate and could increase
our costs.
In addition to these ongoing regulatory
approval risks there is also risk associated
with delayed regulatory approvals.
Truscreen’s continued growth will in part
depend upon regulatory approvals in
both new markets and for new products.
Unforeseen delays in the granting of these
new regulatory approvals would have a
negative effect upon Truscreen’s future
commercial success.
Third-party Reimbursement
In many countries, sales of medical products
are dependent, in part, on the ability of
consumers of these products to obtain
reimbursement for all or a portion of their
cost from third-party entities, such as
government and private insurance plans.
Reimbursement and healthcare payment
systems in international markets vary
significantly by country and include both
government-sponsored health care and
private insurance.
We may not be able to obtain approvals for
reimbursement from these international third-
party entities in a timely manner, if at all. Any
failure to receive international reimbursement
approvals could have an adverse effect on
market acceptance of our products in the
international markets in which approvals are
sought.
Any inability of patients, hospitals, physicians
and other users of our products to obtain
sufficient reimbursement from third-
party entities for our products, or adverse
32
TruScreen Annual Report 2018
changes in relevant governmental policies
or the policies of private third-party entities
regarding reimbursement for these products,
could limit our ability to sell our products on
a competitive basis.
We are unable to predict what changes will
be made in the reimbursement methods used
by third-party entities. Moreover, third-party
entities are increasingly challenging the
prices charged for medical products and
services, and some healthcare providers are
gradually adopting a managed care system
in which the providers contract to provide
comprehensive healthcare services for a
fixed cost per person.
Patients, hospitals and physicians may not be
able to justify the use of our products by the
attendant cost savings and clinical benefits
that we believe will be derived from the use
of our products, and therefore may not be
able to obtain third-party reimbursement.
Intellectual Property
Our success depends in large part upon
our ability to establish and maintain the
proprietary nature of our technology. If our
intellectual property is compromised or our
right or ability to manufacture our products
was to be limited, our ability to continue to
manufacture and market our products could
be adversely affected. In addition to patents,
we rely on trade secrets and proprietary
know-how, which we seek to protect, in
part, through confidentiality and proprietary
information agreements. The other parties
to these agreements may breach these
provisions, and we may not have adequate
remedies for any breach. Additionally, our
trade secrets could otherwise become
known to or be independently developed by
competitors.
Central to our business model are ongoing
sales of consumables which are expected to
form a significant part of the future revenue
of the business. The unique features of
the method of application and the method
of manufacture of these consumables is
protected both by patents and trade secrets.
One or more of the patents we hold for our
cervical cancer detection products may
be successfully challenged, invalidated
or circumvented, or we may otherwise be
unable to rely on these patents.
The medical device industry has been
characterised by extensive litigation
regarding patents and other intellectual
property rights.
The defense and prosecution of intellectual
property suits and related legal and
administrative proceedings are both costly
and time consuming. Moreover, we may
need to litigate to enforce our patents, to
protect our trade secrets or know-how,
or to determine the enforceability, scope
and validity of the proprietary rights of
others. Any litigation or interference
proceedings involving us may require us to
incur substantial legal and other fees and
expenses and may require some of our
employees to devote all or a substantial
portion of their time to the proceedings.
An adverse determination in the proceedings
could subject us to significant liabilities to
third parties, require us to seek licenses from
third parties or prevent us from selling our
products in some or all markets. We may not
be able to reach a satisfactory settlement of
any dispute by licensing necessary patents or
other intellectual property. Even if we reached
a settlement, the settlement process may
be expensive and time consuming, and the
terms of the settlement may require us to pay
substantial royalties.
An adverse determination in a judicial or
administrative proceeding or the failure to
obtain a necessary license could prevent us
from manufacturing and selling our products.
Manufacturing Risk
Truscreen business model relies upon the
outsourcing of manufacturing for single
use sensors (the consumable) to trusted
suppliers. Truscreen has plans in place to
expand the manufacturing capacity of our
supply network. However, there will always
be the risk that either the execution of these
plans is delayed or the force majeure may
limit or interrupt supply.
Difficulties we encounter in manufacturing
scale-up, or the failure of our suppliers
to maintain their manufacturing facilities
in accordance with good manufacturing
practice regulations, international quality
standards or other regulatory requirements
could result in a delay or termination of
production. Truscreen conducts reviews of all
its key suppliers to mitigate this risk.
Loss of Key Personnel
The Board of Truscreen believes that it has
assembled a quality executive team for the
current stage the business is at. Truscreen
has spent considerable time and effort in
bringing together individuals who have the
skills, experience and ability to work together
effectively to achieve superior results and
will continue to do so as the needs of the
business grow. In the normal course of
business, Truscreen faces the risk of losing
one or more of those individuals for a variety
of reasons. We face intense competition
for such qualified personnel, many of whom
are often subject to competing employment
offers. We may not be able to attract and
retain key employees when necessary, which
would limit our operations and growth.
This risk is mitigated by the depth of
experience of the Board of Directors and
executive team, and by having a team
structure to reduce exposure to any one
individual.
Liability
In the event that there are defects in the
products supplied by Truscreen, then
Truscreen may be potentially liable for claims
from those who may have been adversely
affected by such defects in the products.
Such an occurrence may adversely impact
upon the financial position and performance
of Truscreen.
We are insured for product liability. A
successful product liability claim or series
of claims brought against us that result in
an adverse judgment against or settlement
by us in excess of any insurance coverage
could seriously harm our financial condition
or reputation.
Exchange Rates
As Truscreen’s international revenue
increases with the deployment of its
international operations, Truscreen’s
exposure to shifts in foreign currency
cross rates to the Australian dollar will also
increase.
Consequently, in the event, for example, that
the Australian dollar appreciates against
the foreign currencies of the jurisdiction in
which Truscreen trades, then this will impact
adversely on the Australia dollar financial
performance of the Company.
Currently we are investigating the mitigation
of this risk by establishing assembly facilities
in key markets.
General Economic Conditions
The trading and financial performance of
Truscreen is influenced by a wide variety of
business and economic conditions which
affect the economy internationally including
interest rates, exchange rates, inflation,
commodity prices, government monetary,
fiscal and regulatory policies, consumer
spending patterns and the changes in
business and consumer confidence.
Factors such as inflation, currency
fluctuation, interest rates and the availability
of capital, supply and demand and industrial
disruption could impact on operating costs,
Truscreen’s future possible profitability and
the market price of its quoted securities.
These factors may be beyond the control of
Truscreen.
33
TruScreen Annual Report 2018
NOTE 4.
FINANCIAL RISK MANAGEMENT
In the normal course of business, the Group is exposed to a variety of financial risks including foreign
currency, interest rate, credit and liquidity risks. The Group’s overall risk management strategy focuses
on minimising the potential negative economic impact of unpredictable events on the Group’s financial
well-being.
Details of the significant accounting policies and methods adopted, including criteria for recognition and
the basis of measurement are disclosed in Note 1 Summary of Significant Accounting Policies.
The Group to date has not entered into any derivative financial instrument contracts. The Group does not
enter into derivative financial instruments for trading or speculative purposes.
The totals for each category of financial instrument are as follows:
Financial instruments by category
Note20182017
$$
Financial assets
Cash and cash equivalents111,212,4543,671,571
Loans and receivables
Research and development grant121,312,180791,791
Other receivable122,276-
Loan receivable1275,000-
Trade receivables subject to credit risk12-217,397
Total loans and receivables1,389,4561,009,188
Financial liabilities
Financial liabilities at amortised cost:
Trade and other payables17419,491644,587
Total financial liabilities at amortised cost419,491644,587
34
TruScreen Annual Report 2018
Market Risk
Foreign currency risk
Foreign currency risk is the risk that price changes from fluctuating exchange rates will reduce the
carrying amount of financial assets or increase the carrying amount of financial liabilities. The Group
operates internationally and is exposed to foreign exchange risk arising from various currency exposures.
Foreign exchange risk arises on certain cash and cash equivalents, receivables and liabilities denominated
in foreign currencies.
This risk is managed by placing contracts for supply of product in the same currency as the sales of those
products occur wherever possible.
The carrying amounts of the Group’s financial assets and liabilities denominated in currencies other than
the functional currencies expressed in $NZ at the reporting date are as follows:
AssetsLiabilities
2018201720182017
$$$$
USD438,1051,126,015-4,599
GBP 18,68817,004--
Sensitivity analysis
The following table details the Group’s sensitivity to a 10% increase or decrease in NZD against the
relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally
to key management personnel and represents management’s assessment of a reasonable possible
change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency
denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign
currency rates. A negative number below indicates a decrease in profit where NZD weakened 10% against
the relevant currency. For a 10% strengthening of NZD against the relevant currency, there would be an
equal and opposite impact on the profit, and the balances below would be positive.
Effect on profit after tax and equity: 10% weakening in NZD.
20182017
$$
USD35,048100,871
GBP1,4933,596
35
TruScreen Annual Report 2018
Interest rate risk
Interest rate risk arises on financial assets and financial liabilities recognised at the end of a financial
period whereby a future change in interest rates will affect future cash flows. The Group’s policy is to
deposit cash at floating rates or at fixed rates for periods of time of less than 6 months, to minimize
exposure to interest rate risk.
The Group is exposed to interest rate risk on cash flows through cash at bank which is earning interest at
a floating rate of:
- 1.50% of NZ$62,667 (2017: 1.50% of NZ$2,391,579) on cash held in AUD.
- 1.15% of NZ$643,281 (2017: 1.15% of NZ$353,822) on cash held in NZD.
- 0.50% of NZ$18,668 (2017: 0.50% of NZ$17,004) on cash held in GBP.
- Nil of NZ$438,105 (2017: Nil of NZ$908,618) on cash held in USD.
The interest rate risk on bank balances is minimal as the fluctuation of the prevailing market interest rate
is insignificant.
Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge its obligations and as a
result the Group will suffer financial loss.
With respect to credit risk arising from cash and cash equivalents there is limited credit risk. The credit
rating of cash at bank and term deposits are:
Credit rating – Standard and Poor’s
Note20182017
Cash at bank$$
S&P short term rating A-1+1,193,2543,654,019
S&P short term rating A-218,66817,004
111,211,9223,671,023
Details of the exposure to credit quality of receivables, the age of receivables that are past due and any
impairment are disclosed in Note 12 to the financial statements.
With respect to credit risk arising from accounts receivable, it is the Group’s policy to only enter into
agreements with parties who the Group assesses to be creditworthy. Accounts receivables balances are
monitored on an ongoing basis and overdue accounts are followed up on rigorously.
The maximum exposure to credit risk from trade receivables subject to credit risk as at 31 March 2018
amounted to nil (2017- $217,397) refer to Note 12.
A credit risk also arises in the Parent from a loan to its subsidiary – refer to Note 14 for details.
Minimal credit risk arises from the other receivable – research and development grant as this is receivable
a from the Australian Government.
The loan receivable of $75,000 is subject to credit risk but is secured against 750,000 Truscreen Limited
shares, and relates to an employee – refer to note 12&22.
36
TruScreen Annual Report 2018
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting obligations associated with
financial liabilities that are settled by delivering cash or another financial asset.
The table below shows the maturity analysis for the contractual undiscounted cash flows for financial
liabilities:
Financial LiabilityCarrying amount
Total contractual
cash flows
Not later than
three months
Later than 3
months and not
later than 1 year
Group 2018$$$$
Trade and other payables419,491419,491419,491-
Financial LiabilityCarrying amount
Total contractual
cash flows
Not later than
three months
Later than 3
months and not
later than 1 year
Group 2017$$$$
Trade and other payables644,587644,587644,587-
The Company and Group manage liquidity risk by holding significant cash and cash equivalent assets.
(a) Fair value
The fair value of trade receivables, trade payables, loan receivable other receivables and cash and cash
equivalents approximate their carrying value due to the short term nature of these balances, and/or the
balances being subject to market interest rates and regular impairment tests.
(b) Capital risk management
There are no external capital requirements.
The Group and the Company’s objectives when managing capital are to safeguard their ability to meet
their liabilities as they fall due. It is intended to mainly rely upon capital to fund the business, rather than
borrowings, until the business develops a reliable sales history.
There were no changes in the Group’s approach to capital management during the year.
37
TruScreen Annual Report 2018
NOTE 5.
SEGMENT INFORMATION
The Group operates in one operating segment. It owns the rights to the Truscreen Cervical Cancer
screening system. The system comprises a medical device and process designed to detect the presence
in real time of precancerous and cancerous tissue on the cervix.
Revenues have been obtained from external customers (distributors) as follows:
20182017
$$
Information about products and services
Total Revenues from external customers804,062585,388
Information about geographical areas
Revenue from external customers by country of domicile:
New Zealand --
Foreign country:
Mexico100,036189,764
China563,042136,150
Russia60,67995,539
Iran-39,580
Turkey-29,130
Others80,30595,225
804,062585,388
The basis for attributing revenues from external customers to individual
countries is the location of the customer.
38
TruScreen Annual Report 2018
Note20182017
$$
Non-current assets other than financial assets by country in which the
entity holds those assets
Foreign country – Australia
Plant and equipment157,5368,275
Intangible assets168,944,8139,738,424
Total non-current non-financial assets8,952,3499,746,699
The following customers contributed more than 10% of the Group’s
revenue for the year ended 31 March 2018:
Domicile of Customer
20182017
$%$%
Mexico100,03612182,76432
China563,04270136,15023
Russia60,679895,53916
NOTE 6.
REVENUE
20182017
$$
Sales revenue - sale of goods 804,062585,388
Other income
R&D Grant1,354,075792,604
Interest received20,50617,598
1,374,581810,202
For further detail with regard to the research and development grant, refer to note 1(e).
39
TruScreen Annual Report 2018
NOTE 7.
EXPENSES
Note20182017
$$
Loss before income tax includes the following specific expenses:
Employee benefits expense
Wages and salaries1,051,924861,372
Staff superannuation – defined contribution plan7 a.105,84599,798
Provision for annual leave41,15618,234
Provision for long service leave22,700-
Directors fees25180,332185,000
Payroll tax17,3769,730
Share based payments – options20-88
1,419,3331,174,222
Administration and other operating expenses include:
Fees for audit of financial statements for the year ended 31 March 2018/year
ended 31 March 2017
78,90691,758
Other assurance services6,7031,500
Total remunerations of auditors85,60993,258
Amortisation of intangible assets16532,297523,346
Depreciation of Plant and Equipment153,6804,788
Total amortisation & depreciation535,977528,134
a. Truscreen Pty Limited is required, under Australian employment laws, to pay a prescribed portion of
each employee’s salary into a superannuation scheme.
40
TruScreen Annual Report 2018
NOTE 8.
INCOME TAX EXPENSE
20182017
$$
Loss for the year(4,168,792)(3,540,610)
Prima facie income tax saving using the applicable country’s tax rate (28% for NZ; 27.50% for
Aus.; 19% for UK)
1,147,0231,056,351
Expenses deductible for tax in the current period but expensed for accounting purposes in
prior periods /(not deductible for tax in the current period)
(106,160)(20,393)
Not recognised as a deferred tax asset(1,040,863)(1,035,958)
Income tax expense--
The amount of deductible temporary differences and unused tax losses
for which no deferred tax asset is recognised is as follows. These
amounts have no expiry date.
20182017
$$
Deductible temporary difference517,245135,655
Unused tax losses6,775,0275,109,814
Total7,292,2725,245,469
The deferred tax asset has not been recognised as the “probable” test that future assessable income
against which those losses can be offset in the countries where those losses have been incurred
cannot be satisfied.
NOTE 9.
ISSUED CAPITAL
2018201820172017
GroupNumber$Number$
Balance at beginning of the year of fully paid ordinary shares190,329,16621,800,585164,766,66617,840,460
Ordinary shares issued --
Share purchase plan5,609,375897,500--
Exercise of options – note 206,214,080621,408--
Options cost related to options exercised-155,352--
Shares issued via private placement25,562,5004,090,000
Share issue costs-(40,849)-(129,875)
Balance at 31 March202,152,62123,433,996190,329,16621,800,585
No particular number of shares are authorised. There is no par value of shares.
All issued ordinary shares carry equal rights in respect of voting and the receipt of dividends, and upon
winding up rank equally with regard to the Company’s residual assets.
41
TruScreen Annual Report 2018
Shares were issued during the:
a. current period:
i. i. via a share purchase plan to institutional and eligible investors (5,609,375 ordinary shares issued
at 16 cents per share); and
ii. via options being exercised (4,250,000 ordinary shares issued at 10 cents per share). Out of the
6,214,080 options exercised, 1,964,080 shares were registered after the year end on 16 April 2018
due to administration process of the Companies register that took 10 working days.
b. prior period:
private placement to institutional and eligible investors (25,562,500 ordinary shares issued
at 16 cents per share).
NOTE 10.
EARNINGS PER SHARE
20182017
Basic and Diluted loss per share:
Net loss attributable to shareholders(4,168,792)(3,540,610)
Weighted average number of ordinary shares on issue195,565,005165,256,906
Basic loss per share (cents) (based on weighted average number of shares on issue)(2.1)(2.1)
Options are anti-dilutive and reduce the loss per share.
NOTE 11.
CASH AND CASH EQUIVALENTS
20182017
$$
Cash on hand532548
Cash at bank1,211,9223,671,023
1,212,4543,671,571
Cash at bank is earning interest at a floating rate at the reporting date it ranged from 0% to 1.50%
(2017: 0% to 1.50%). Cash at bank is at call.
42
TruScreen Annual Report 2018
NOTE 12.
TRADE AND OTHER RECEIVABLES
20182017
$$
CURRENT
Other receivables
Research and development grant1,312,180791,791
Other2,276-
1,314,456791,791
Loan receivable75,000-
Trade receivables subject to credit risk-217,397
1,389,4561,009,188
No interest is charged on receivables.
Refer to Note 6 regarding income from the research and development grant.
The loan receivable is on commercial terms to assist an employee, Mr. Martin Dillon, in exercising options
to purchase 750,000 ordinary shares, interest is charged at 5.25% per annum and the loan is repayable
within 12 months.
The group normally allows an average credit period of 30 days to its trade customers. The aging analysis
of trade receivables past due but not impaired is as follows:
Consolidated Past Due but Not impaired
Group(Days Overdue)
20181 – 60 days60 – 90 days90 – 180 daysOver 180 daysTotal past due
Within Initial
Trade terms
$$$$$$
Other receivables-----1,314,456
Loan receivable-----75,000
-----1,389,456
20171 – 60 days60 – 90 days90 – 180 daysOver 180 daysTotal past due
Within Initial
Trade terms
$$$$$$
Other receivables-----791,791
Trade receivables18,07810,77264,57060,704154,12463,273
18,07810,77264,57060,704154,124855,064
As of 31 March 2018, no trade receivables were impaired and provided for.
No collateral is held over trade and other receivables.
43
TruScreen Annual Report 2018
NOTE 13.
INVENTORIES
20182017
$$
Finished goods at cost401,185467,527
There have been no impairment losses during the year.
NOTE 14.
INTERESTS IN SUBSIDIARIES
Subsidiaries are:
Name of Subsidiary
Principal Place
of Business
Ownership Interest held by the group
20182017
Truscreen Pty LimitedAustralia100%100%
Truscreen Ltd (UK)UK100%100%
TruScreen S. de R.L. de C.V. Mexico100%N/A
There are no restrictions on the Group’s ability to access or use assets and settle liabilities.
Truscreen Limited (NZ) has provided interest free unsecured loans, to Truscreen Pty Limited of
$12,224,457 (2017 $11,144,966). The loans were provided to fund the operations of Truscreen Pty Limited
These loans are repayable on demand but there is no intention to call upon the loans to be repaid until
Truscreen Pty Limited is in a position to do so. Truscreen Pty Limited will not be in a position to repay the
loans for at least the next year from the date of this report.
Principal Activities
Truscreen Pty Limited owns the rights to the Truscreen Cervical Cancer Screening System. The system
comprises a medical device and process designed to detect the presence in real time of precancerous
and cancerous tissue on the cervix.
Truscreen Ltd (UK) holds the CE mark of quality compliance and will only trade to the extent necessary
to satisfy the minimum requirement for value added tax registration in the United Kingdom and CE
certification. In 2018 TruScreen Ltd (UK) made no sales.
TruScreen S. de R.L. de C.V. is non-operating.
44
TruScreen Annual Report 2018
NOTE 15.
PLANT AND EQUIPMENT
Note20182017
$$
Plant and equipment at cost 20,76318,157
Accumulated depreciation(13,227)(9,882)
7,5368,275
Movements in the carrying amount for each class of plant and equipment are as follows:
20182017
$$
Opening net book value8,2756,951
Additions3,1106,355
Depreciation charge7(3,680)(4,788)
Foreign currency reserve movement(169)(243)
Closing net book value 7,5368,275
45
TruScreen Annual Report 2018
NOTE 16.
INTANGIBLE ASSETS
Note
Intellectual
Property
Development
cost
Total
$$$
Cost
Opening balance 1 April 20167,913,6472,969,10210,882,749
Net exchange differences arising on the translation of the financial
statements into the presentation currency
(106,941)(40,123)(147,064)
Balance as at 31 March 20177,806,7062,928,97910,735,685
Net exchange differences arising on the translation of the financial
statements into the presentation currency
(216,734)(81,315)(298,049)
Balance as at 31 March 20187,589,9722,847,66410,437,636
Accumulated Amortisation
Balance as at 1 April 2016(463,084)-(463,084)
Amortisation recognised during the period7(382,133)(141,213)(523,346)
Net exchange differences arising on the translation of the financial
statements into the presentation currency
(5,596)(5,235)(10,831)
Balance as at 31 March 2017(850,813)(146,448)(997,261)
Amortisation recognised during the period7(387,451)(144,846)(532,297)
Net exchange differences arising on the translation of the financial
statements into the presentation currency
30,2086,52736,735
Balance as at 31 March 2018(1,208,056)(284,767)(1,492,823)
Carrying amounts
Balance as at 31 March 20176,955,8932,782,5319,738,424
Balance as at 31 March 20186,381,9162,562,8978,944,813
Intellectual property acquired is carried at
cost less accumulated amortisation. Cost
was determined based on the Directors
assessment of fair value with reference to
Level 3 unobservable market inputs in the fair
value framework.
Intellectual property includes all intellectual
property rights in the Truscreen product,
including scientific and technical knowledge,
designs, copyright, plans, computer software,
financial modelling, patents, copyright,
formulae, processes, methods, inventions,
eligible layout rights, market knowledge and
all other intellectual property rights.
At reporting date 16 years and 8 months
useful life remained in use intangible
intellectual property assets.
Development costs consist mainly of costs
incurred to produce a new console for
Truscreen. The new console was available
for use on 1 April 2016. Amortisation
commenced from that date. At reporting date
18 years useful life remained on capitalised
development costs.
The Directors have undertaken a
comprehensive Impairment Review
(“Review”) of the intangible assets belonging
to the Company at the reporting date. This
Review has been undertaken in compliance
with NZ IAS 36 (‘IAS 36’) and its detailed
specifications with the assistance of an
independent consultant.
In undertaking this Review, the Directors have
considered alternative business valuation and
emerging technology valuation methodologies
which are commonly accepted for valuing
businesses in this sector, which are consistent
with NZ IAS 36 requirements for assessing the
recoverable amount and for businesses at the
same stage of development as Truscreen and
with the same characteristics.
The cash flow projections adopted for the
Review reflect the Directors considered
view of performance achievability and
their recognition that the cash flows of the
Group while in start-up phase are inherently
uncertain and subject to a number of risks as
outlined in Note 3 Principal Business Risks.
The projections relate to the markets in which
Truscreen is in the process of establishing
its business: principally China and India.
Achievement of projected results will be
impacted by timing and market scaling
aspects and the risks referred to above.
These factors have been catered for
by applying appropriate achievement
probabilities to the projections.
46
TruScreen Annual Report 2018
Key elements of the Review
• In compliance with NZ IAS 36 requirements,
the measurement of the recoverable
amount for the Truscreen cash generating
unit (“CGU”) has been based on using
a discounted free cash flow approach
(“DFCF”) to assess the value in use and
a revenue exit multiple (venture capital)
approach to assess a fair value from
a market participant perspective. The
latter also fulfils a fair value definition as
specified by NZ IFRS 13. The higher of the
values provided by using these approaches
has been considered to be the recoverable
amount in compliance with NZ IAS 36
requirements.
• The analysis indicates that the value in
use assessed using the DFCF approach
is higher than the value assessed using
a revenue exit multiple approach and the
sensitivity analysis is based on the DFCF
approach.
Discounted free cash flow
(“DFCF”) approach
Overview
• The DFCF approach forecasts future cash
flows explicitly for 5 years and assesses
a terminal value of the business at year
5. Gross amounts are firstly reduced to
recognise achievement probabilities and
the net amounts are discounted to present
values.
Key Inputs and Variables
• Cash flow projections over a 5 year period;
• Terminal growth rate of 2% (2017: 2%),
based on long term economic growth
prospects;
• Achievement probabilities: 60% in year
1 to 24% in year 5 (2017: 60% to 24%),
based on the nature of the Truscreen
business, which is yet to fully establish its
customer base and market footprint. These
probabilities recognise the implications of
deferred achievement of projected results
and dependence on achieving the previous
year’s performance;
• A range of WACC rates of between 13.4%
and 19.07% (average applied 16.24%)
(2017: 13.52% and 19.20%) to account
for time value of money and associated
risks. This is based on current market rates
adjusted for business and specific risks.
DFCF Approach Result
• Having applied the above inputs and
variables, the Directors have estimated
the value in use of the Truscreen CGU
at $27.7m (2017: $25.7m). The carrying
value of the CGU is $10.4m (2017:
$11.3m), including the carrying value of the
Intangible Assets of $8.9m (2017: $9.7m).
• Hence, the headroom based on the value in
use estimate is $17.6m (2017: $14.4m) and
there is no impairment loss.
• The value in use estimate is dependent
on the achievement of projected results in
the planned time period. Achievement of
projections could be impacted by various
factors such as technology changes,
market conditions, commercial factors,
regulations etc. and could have a material
impact on the estimated value in use.
There is significant market penetration
forecast from the Chinese and Indian
markets (over 50%) that is assumed in the
cashflow forecasts. Should the forecast
cash flows and underlying assumptions
of the Group not be achieved, actual cash
flows would vary from those forecasted
resulting in the potential impairment
of the Intangible Assets.
Revenue exit multiple approach
Overview
• The revenue exit multiple approach applies
a range of market revenue multiples to
the expected revenues in year 5. Gross
revenue amounts by year are firstly reduced
to recognise achievement probabilities,
to project the expected year 5 revenue
amount, and such amount is discounted to
present value.
Key Inputs and Variables
• Projected year 5 revenue;
• Achievement probabilities: 60% in year 1
to 24% in year 5 (2017: 60% to 24%), based
on the nature of the Truscreen business,
which is yet to fully establish its customer
base. These probabilities recognise the
implications of deferred achievement
of projected results and dependence on
achieving the previous year’s performance;
• An average WACC rate of 16.24% (2017:
16.36%), to account for time value of money
and associated risks. This is based on
current market rates adjusted for business
and specific risks;
• Revenue exit multiples of between 1.5 and
2.5 (2017: 1.5 and 2.5), based on observed
recent healthcare industry market data.
Revenue Exit Multiple Approach Result
• Having applied the above inputs and
variables, the Directors have estimated
the enterprise value of the Truscreen
CGU at $23.7m.
• This provides support for the DFCF
approach valuation estimate of $27.7m.
Sensitivity Analysis
• Under the DFCF approach, the value in use
hypothetically reduces to the carrying value
of $10.1m when either:
a) The probability of success reduced to
approximately 29% in the first year of
projection and 0% in the last year of
projection or
b) The post-tax WACC increased to
approximately 36%.
c) If Indian market does not achieve projected
revenue and only obtains 9% of the forecast
revenue over the 5 year period.
Review Conclusion
• The Directors have considered the
DFCF valuation estimate of $27.7m, the
headroom of $17.6m based on that value,
and the sensitivity analysis. They have
also considered the validation for the DFCF
valuation provided by the revenue exit
multiple valuation approach.
• The Directors have concluded that the
$8.9m carrying value of the Truscreen
Intangible Assets is not impaired as at
31 March 2018.
47
TruScreen Annual Report 2018
NOTE 17.
TRADE & OTHER PAYABLES
20182017
$$
CURRENT
Other payables and accruals419,491644,587
Other payables and accruals are interest free and payable generally on credit terms of 30 days from
receipt of goods or services.
NOTE 18.
EMPLOYEE LIABILITIES
20182017
$$
CURRENT
Employee liabilities 109,16272,605
NON-CURRENT
Employee liabilities 22,314-
131,47672,605
The current portion of employee liabilities represents accrued annual leave entitlements of employees.
As the Group does not have an unconditional right to defer the settlement of these amounts in the event
employees wish to use their leave entitlement they are classified as current liabilities.
The non-current portion of employee liabilities represents amounts accrued for long service leave
entitlements that have not yet vested as the employees have not yet completed the required
period of service.
NOTE 19. RESERVES
The foreign currency translation reserve records exchange differences arising on translation of Truscreen
Pty Ltd from AUD functional currency and Truscreen Ltd (UK) from GBP functional currency to the
presentation currency of the Group (NZD).
The share option reserve records items recognised as expenses on valuation of share options issued to
employees and directors but not yet exercised or lapsed.
48
TruScreen Annual Report 2018
NOTE 21.
CASH FLOW INFORMATION
Note20182017
$$
Reconciliation of cash flow from operations with loss after income tax
Loss for the period(4,168,792)(3,540,610)
Adjusted for:
Share based expense payment – employment expenses-88
Depreciation and amortization535,977528,134
Unrealised exchange difference arising from translating loss items
at the date of transaction and translating cash balances at year end rates
243,810(83,591)
Operating cash flows before working capital changes(3,389,005)(3,095,979)
(Increase)/Decrease in trade and other receivables(305,268)547,601
(Increase) in goods and services taxes recoverable(86,454)(6,789)
Decrease/(Increase) in prepayments64,59189,457
(Increase)/Decrease in inventory23,295(408,945)
Increase/(Decrease) in trade and other payables(95,221)303,453
(Decrease)/Increase in employee liabilities58,871(4,382)
Net cash to operating activities(3,729,191)(2,575,584)
NOTE 20.
SHARE BASED PAYMENTS – OPTIONS
A summary of the movements in share options issued are as follows:
2018201820172017
#$#$
Options premium on issue at start of period6,900,000172,8006,900,000172,800
Cost of options exercised and shares issued – note 9(6,214,080)(155,352)--
Options lapsed(535,920)(13,478)--
Options on issue and exercisable at the end of the period150,0003,9706,900,000172,800
All options had vested and were exercisable at 31 March 2017 and 31 March 2018.
Options are exercisable and were exercised as follows:
a. Exercise price –
• Each Option enables the holder to acquire one ordinary fully paid share in the Company upon the exercise of the Option and the payment
of the strike price for the Options.
• Options are issued at a strike price of 10 cents per Option, such that the holder may exercise the Option to subscribe for one ordinary
share in the Company at an issue price of 10 cents.
• Shares are issued not less than 10 days and not more than 15 days after payment of the strike price in respect of the options.
b. Contractual life –
• Contractual life – Options may only be exercised in the period commencing from the date of issue 8 October 2014, and ending on that date
48 calendar months from the date of their issue (6,750,000 had a life ending at 27 March 2018 and 150,000 at 8 October 2018).
c. Of the 6,214,080 options exercised, 1,964,080 shares were issued after year end - refer note 9.
49
TruScreen Annual Report 2018
NOTE 22.
RELATED PARTY
TRANSACTIONS
a. The Group’s main related parties
are as follows:
(i) Key management personnel:
Any person(s) having authority and
responsibility for planning, directing and
controlling the activities of the entity,
directly or indirectly, including any Director
(whether executive or otherwise) of that
entity, are considered key management
personnel.
For details of disclosures relating to key
management personnel, refer to Note 25 -
Key Management Personnel Compensation.
(ii) Other related parties:
Other related parties include entities over
which key management personnel have
joint control.
b. Transactions with related parties:
The following transactions occurred with
related parties
(i) Key management personnel:
Directors Mr Tim Preston, Mr Sean Joyce
and Mr Chis Horn each exercised options to
purchase 1,250,000 shares issued in prior
financial years at a strike price of 10 cents
per share.
A loan on commercial terms of $75,000 was
made to an employee, Mr Martin Dillon –
refer to note 12.
(ii) Other related parties
Prior to his appointment as a director,
Professor Jones was a member of the
medical advisory board. Professor Jones
was paid $2,009 for his services as a
member of the medical advisory board.
In the 2017 financial year Truscreen Ltd
engaged Mr. Chris Horn, who is a director,
to provide various consulting and advisory
services outside his duties as a board
member, for which he was paid a total of
$27,974. In the 2018 financial year except
for director fees, no payment was paid to
Mr. Horn.
Truscreen Ltd engaged Ure Lynam & Co, an
accounting practice of which a director, Mr.
Hunter, is a member, to provide accounting,
taxation, secretarial, consulting and advisory
services to the Group. Total fees paid by the
Parent and Group related to these services
were for accounting services $264,012
(2017: $153,549) of which $143,859(2017:
$66,761) was unpaid at 31 March and
included in accruals.
In addition, Ure Lynam & Co assisted in the
preparation of the Research & Development
Tax offset claim as well as various
consulting & advisory services, the cost of
which amounted to $62,015 (2017: $55,717)
of which $25,000 remained unpaid at March
31. The amount of $10,544 (2017: $9,669)
was paid for advice and services relating to
capital raising for the Share Purchase Plan.
Ure Lynam & Co provides Truscreen Pty
Limited a fully serviced office including
reception services at a monthly charge
of A$7,500. Total fees paid by the Group
related to these services were $97,471
(2017: $95,625).
All fees were payable on normal credit terms
– 30 days from invoice.
NOTE 23.
CONTINGENT
LIABILITIES
Truscreen systems are warranted to be free
from defects and to conform to product
descriptions and specifications for a period
of one year from the date of original delivery
of the Truscreen unit by the dealer or agent
to the customer. It is possible that outflows
in settlement could result from the warranty
provided.
As no history of warranty claims is available,
no reliable estimate can be made of future
warranty claims.
NOTE 24. EVENTS
SUBSEQUENT TO
REPORTING DATE
Subsequent to the 31 March 2018 Truscreen
completed the build of and commenced
operation of a facility to manufacture
the diagnostic opto-electric front end
component of its device. The total cost
of this facility is $150,000 not including
internal labor. The facility is a premise
occupied on a month to month basis at a
cost of $2,735.
Except for the above there have been
no events subsequent to reporting date
which would have a material effect on the
Company’s financial statements at 31
March 2018.
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TruScreen Annual Report 2018
NOTE 25.
KEY MANAGEMENT PERSONNEL COMPENSATION
The totals of remuneration paid to key management personnel (KMP) of the Group during the period are as follows:
20182017
$$
Short-term employment benefits – Directors fees180,332185,000
Mr. Martin Dillon
Short-term employee benefits - Salary216,779222,969
Post employment benefits – Superannuation22,75523,405
Total employment benefits239,534246,374
Total419,866431,374
Mr. Dillon’s employment benefits were paid by Truscreen Pty Limited, a subsidy.
Directors fees were paid by Truscreen Limited.
The above was paid as directors’ fees to the directors of the parent entities as follows:
Directors feesTotal
$$
2018
Christopher Horn40,00040,000
Robert Hunter65,00065,000
Sean Joyce30,50030,500
Tim Preston21,50021,500
Chris Lawrence6,6676,667
Ron Jones16,66616,666
2017
Christopher Horn40,00040,000
Robert Hunter65,00065,000
Sean Joyce40,00040,000
Tim Preston40,00040,000
Directors’ and officers’ insurance cover is also provided by the Group.
51
TruScreen Annual Report 2018
BDO Auckland
INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF TRUSCREEN LIMITED
Opinion
We have audited the consolidated financial statements of Truscreen Limited (“the Company”) and
its subsidiaries (together, “the Group”), which comprise the consolidated statement of financial
position as at 31 March 2018, and the consolidated statement of profit or loss and other
comprehensive income, consolidated statement of changes in equity and consolidated statement of
cash flows for the year then ended, and notes to the consolidated financial statements, including a
summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Group as at 31 March 2018, and its consolidated
financial performance and its consolidated cash flows for the year then ended in accordance with
New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand)
(“ISAs (NZ)”). Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We
are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)
Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance
Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company or
any of its subsidiaries.
Material Uncertainty Related to Going Concern
We draw the shareholders’ attention to Note 1a. Going Concern, of the consolidated financial
statements, which indicates that the Group incurred a loss of $4,168,792 during the year ended 31
March 2018 and generated an operating cash flow loss of $3,729,191. As stated in Note 1a., these
along with other conditions indicate that a material uncertainty exists that may cast significant
doubt on the Group’s ability to continue as a going concern and that it may be unable to realise its
assets and discharge its liabilities in the normal course of business. Our opinion is not modified in
respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, we do not provide a separate opinion on these matters. In addition to
the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our
report.
INDEPENDENT
AUDITOR’S REPORT
52
TruScreen Annual Report 2018
INDEPENDENT AUDITOR’S REPORT CONT.
BDO Auckland
Key Audit Matter How The Matter Was Addressed in Our Audit
Impairment assessment of definite life intangible assets
Intangible Assets of $8,945k are material and
significant to the financial position of the
Group. The carrying value of this balance is
considered to be a key audit matter, due to
the judgements involved in assessing the its
recoverable value during the impairment
assessment.
Given the principal business risks associated
with the Group and the industry in which it
operates, there is a risk that there could be a
material impairment to the intangible asset
balance.
As explained in Note 16, the Directors have
undertaken an impairment review, which has
involved their consideration of valuation
models developed by management and their
expert, applying both discounted free cash
flow and revenue exit multiple valuation
ap proaches. The models, and the resulting
valuation estimates, are inherently subjective.
The key estimates, assumptions and
judgements in the models are those relating to
future revenues, future operating costs, future
net cash flows, terminal growth rate,
achievement probability factors, a discount
rate applied to the future cash flows, and
revenue exit multiples.
Achievement of management’s revenue and
net cash flow projections, and the reliability of
the valuation estimates, are dependent upon
Truscreen successfully establishing its business
model and customer base.
Further disclosure regarding the Group’s
principal business risks and valuation processes
can be found in Note 3 and 16 respectively.
Our work to assess whether the Group should
recognise any impairment to the intangible
assets included ensuring the methodologies
adopted in the models were consistent with
accepted valuation approaches.
We tested the calculations within the
valuation models and evaluated the resulting
valuation estimates.
We assessed the reasonableness of the
assumptions underlying the revenue and net
cash flow projections included in the
valuation models.
We engaged BDO valuation specialists to
assess the valuation methodologies and to
evaluate the reasonableness of key inputs.
We assessed the change in key assumptions
(individually) that would be required for the
Truscreen Cash Generating Unit to be
impaired, and we considered the likelihood
of such a change in those assumptions
occurring.
We assessed the business’ ability to scale
and meet forecasts.
As a further test we also assessed the Group’s
implied enterprise valuation with the most
recent capital raises undertaken by the Group.
There is some risk that an impairment
recognition may be required in the future if
the Group does not achieve the revenue and
net cash flow projections assumed in the
valuation model.
53
TruScreen Annual Report 2018
BDO Auckland
Key Audit Matter (cont.) How The Matter Was Addressed in Our Audit
(cont.)
Recognition and measurement of Research & Development (“R&D”) Grant
The Group has recognised $1,354k in R&D
Grant income and a corresponding $1,313k
receivable in its financial statements as at 31
March 2018.
The R&D Grant allows the Group to recover
43.5% of expenditure in cash from the
Australian Tax Authority ‘ATO’ in respect of
eligible expenditure incurred towards research
and development.
The R&D Grant is subject to pre-approvals on
the Group’s R&D activities from the ATO
before a claim can be made to recover a
portion of eligible R&D costs incurred.
The R&D Grant is material to the financial
statements and involves significant
management judgement to determine both the
nature of the costs incurred and their eligibility
to be claimed under the R&D Grant.
Further, this amount remains outstanding
subsequent to reporting date, and there is a
risk that the balance may not be approved, for
payment in full, by the ATO.
Our work to assess the measurement and
recognition R&D Grant receivable involved BDO
Australia reviewing the Group's entitlement to
the R&D Grant which was quantified and
applied for by the Group’s expert.
The R&D application was reviewed with the
associated activities and expenditure to assess
compliance with the ATO’s requirements.
We obtained evidence of the Group’s
successful Grant application and pre-approval
of R&D activities, awarded by the ATO.
We assessed the Group’s history in lodging and
receiving successful claims.
We discussed with the Group’s expert and
Management the processes taken to identify
eligible R&D expenditure and their expectation
in respect of the Grant’s approval and
recoverability.
Information Other than the Consolidated Financial Statements and Auditors Report
The directors are responsible for the Annual Report, which includes information other than the
financial statements and auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of audit opinion or assurance conclusion on the other information.
In connection with our audit of the consolidated financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
Directors’ Responsibilities for the Consolidated Financial Statements
The directors ar e responsible on behalf of the Group for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS, and for such internal control as
the directors determine is necessary to enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to fraud or error.
INDEPENDENT AUDITOR’S REPORT CONT.
54
TruScreen Annual Report 2018
BDO Auckland
In preparing the consolidated financial statements, the directors ar e responsible on behalf of the
Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable
(refer note 1.a), matters relating to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs (NZ) will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could reasonably be expected to influence
the decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the financial statements is located at
the External Reporting Board’s website at: https://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we Report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the Company and the Company’s shareholders, as a
body, for our audit work, for this report or any of the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is David
O’Connor.
For and on behalf of:
BDO Auckland
Auckland
31 July 2018
INDEPENDENT AUDITOR’S REPORT CONT.
55
TruScreen Annual Report 2018
56
TruScreen Annual Report 2018
CORPORATE
GOVERNANCE
STATEMENT
GOVERNANCE
The Board and Executive
of the Company
are committed to
conducting TruScreen’s
business ethically and
in accordance with high
standards of corporate
governance.
The Board and Executive of
the Company are committed
to conducting TruScreen’s
business ethically and in
accordance with high standards
of corporate governance.
The Board has agreed to
regularly review the Company’s
governance structures and
processes to ensure they are
consistent both in form, and in
substance, with best practice
and meet the requirements of
being a listed company of the
New Zealand Stock Exchange.
The primary objective of the
Board is to build long-term
shareholder value with due
regard to other stakeholder
interests. It does this by guiding
strategic direction and context
and focusing on issues critical
for its successful execution.
TruScreen’s Board Charter sets
out the governance principles,
authority, responsibilities and
membership and operation of
the Board of Directors. This
governance statement outlines
the main corporate governance
practices as at March 31, 2018.
COMPLIANCE
The company seeks to
follow the best-practice
recommendations for listed
companies to the extent that
it is appropriate to the size
and nature of TruScreen’s
operations.
The best practice principles
which the Company considers in
its governance approach are the
New Zealand Exchange (NZX)
NZAX Listing Rules relating
to corporate governance, the
New Zealand Exchange (NZX)
Corporate Governance Best
Practice Code, and the Financial
Market Authority’s Corporate
Governance Principles and
Guidelines (collectively the
“Principles”).
The structure of this section
of the Annual Report reflects
the requirements of the FMA’s
Guidelines. The Board’s view is
that the Company’s corporate
governance principles, policies,
and practices do not materially
differ from best practice
‘Principles’.
The Company’s constitution, the
Board and Committee Charters,
codes and policies referred to
in this section are available on
request or can be viewed on our
website at www.truscreen.com.
GOVERNANCE
PRINCIPLES AND
GUIDELINES
PRINCIPLE
1 – ETHICAL
STANDARDS
Directors observe and foster
high ethical standards.
The Company expects its
Directors, Officers, and
57
TruScreen Annual Report 2018
Employees to act legally, to maintain high
ethical standards, and to act with integrity
consistent with TruScreen’s policies, guiding
principles and values. A Code of Ethics sets
out these standards for Directors.
The Company has adopted policies to
ensure it maintains high standards of
performance and behaviour when dealing
with the Company’s customers, suppliers,
shareholders and staff. Specific policies are
in place relating to the environment, Privacy
Act requirements, confidentiality of company
information, conflicts of interest, complaints
from stakeholders and trading in
company securities.
Conflicts of Interest
Directors are expected both individually
and collectively to act in accordance with
TruScreen’s Directors’ Code of Ethics and to
restrict involvement in other businesses that
would likely lead to conflicts of interest. The
Board maintains an Interest Register.
Where conflicts of interest arise, the Board
policy is for the conflicted Director(s) to
advise the Board and to absent themselves
from the relevant discussions and
related voting.
Trading in TruScreen Securities
On a continuing basis, the Board considers
whether any matters under consideration
are likely to materially influence the present
or future market expectations of the
Company, including the share value. It then
determines whether or not there continues
to be an ‘open window’ for share trading by
Directors or Officers of the Company. The
policy is for a specific declaration in respect
of this matter to be made as appropriate.
All proposed transactions need to be
approved in line with the company’s Security
Trading Policy.
PRINCIPLE 2 - BOARD
COMPOSITION AND
PERFORMANCE
There is a balance of independence, skills,
knowledge, experience and perspective
among Directors that allows the Board to
work effectively.
Board Size and Composition
The Board is comprised of Directors with a
mix of qualifications, skills and experience
appropriate to the Company’s current
business. As at March 31, 2018 there were 4
Directors on the board. From 1 June, 2018,
post period end, there are now 5 Directors
on the Board, all of whom act in a non-
executive role. The Constitution provides for
the Directors annually to elect one of their
number as Chairperson of the Board.
A biography of each Board member is set
out separately in the annual report and on
the website.
The board also regularly reviews its
composition to ensure it has the right
skill set and composition to maximise the
company’s performance, opportunities and
strategic direction.
Independence of Directors
For a Director to be considered to be
independent the fundamental consideration
in the opinion of the Board is that the
Director be independent of the Executive and
not have any relationship that could, or could
be perceived, to interfere materially with the
Director’s exercise of his/her unfettered and
independent judgment.
The matters that the Board considers in
determining director independence are
specified in the Board Charter. Having
considered these matters and the
composition of the Board, the Company
considers the Directors hold an appropriate
mix of skills, expertise and independence.
The TruScreen Board has reviewed which of
its Directors are deemed to be independent
in terms of NZX Listing Rules and has
determined as follows:
Independent Directors: Chris Horn,
Ron Jones, and Marie Ficarra
*
;
Non Independent Directors because of
disqualifying relationships: Robert Hunter
and Chris Lawrence.
The Board therefore determines that the
Board of TruScreen is comprised of an even
mix of Independent and Non Independent
Directors. Further, the Chairs of the
Audit, Finance & Risk Committee and the
Remuneration & Nomination Committee are
independent directors.
In terms of the NZAX listing rules, both
Ronald Jones and Chris Lawrence are
ordinarily resident in New Zealand.
Responsibilities of the
Board and Executive
The business and affairs of the Company
are managed under the direction of the
Board of Directors on behalf of shareholders.
The Board’s responsibilities include:
- appoint the Chief Executive Officer and
monitor his/her performance;
- approval of the Company’s objectives
and values;
- active engagement in strategic direction
formulation and review;
- approval of appropriate Company
strategies and transactions involving
merger, acquisition or divestment or other
transactions of a material nature;
- review and approval of the Company’s
budgets and business plans and
monitoring of progress;
- review of key risk identification processes
and systems and monitoring the
management of risks;
- approval and review the overall policy
framework within which the business
of the Company is conducted including
remuneration, financial reporting,
compliance, effective internal controls,
treasury management, insider trading, and
market disclosure;
- monitor Management’s performance with
respect to these matters; and
- communicating and reporting to
shareholders.
Responsibility for the day-to-day operations
and administration is delegated by the
Board to the Chief Executive Officer and the
Senior Executive team. These delegations
have been reviewed again in the last three
months.
Appointment and Retirement
of Directors
At each annual meeting at least one third of
the Directors (or the nearest whole number
– which at the current time is one director)
retire by rotation and are eligible to apply for
re-election at the annual general meeting,
along with any appointments made since the
previous annual meeting.
The company does not pay retirement
benefits to any Director on retirement.
*Appointed 1 June, 2018 - Post Period End
58
TruScreen Annual Report 2018
Board Processes
The Board has a regular meeting schedule complemented by regular electronic and telephone communication. There were 11 Board meetings
during the 12 month period ending 31 March, 2018. All Directors were available for and attended all Board Meetings during the 12 month period
ending 31 March, 2018. In addition to the formal Board Meetings and conference calls, there are a number of official decisions decided by circular
resolution and a number unofficial discussions amongst Directors.
Robert HunterSean JoyceChris HornTim PrestonRon JonesChris Lawrence
EligibleAttendedEligibleAttendedEligibleAttendedEligibleAttendedEligibleAttendedEligibleAttended
Full Board1111661111445544
Audit Committee11442211
Remuneration Committee1111
PRINCIPLE 3 –
BOARD COMMITTEES
The Board uses committees where this
enhances the effectiveness in key areas
while retaining board responsibility.
The Board operates 2 Committees to assist
in the execution of the Board’s duties – the
Remuneration and Nomination Committee
and the Audit, Finance & Risk Committee.
Each Committee has a specific Charter.
Committee members are appointed from
members of the Board and membership is
reviewed on an annual basis. All matters
determined by committees are submitted
to the full Board as recommendations for
Board decision.
Remuneration and
Nomination Committee
The Remuneration and Nomination
Committee comprises of Chris Horn, Robert
Hunter and Martin Dillon. The Committee
recommends the remuneration policies
and packages, including performance
incentives for the Chief Executive Officer
and the Senior Executive team. Independent
advice is obtained as appropriate in regard
to remuneration levels and packages.
Additionally the Committee reviews: the
performance of the Chief Executive Officer;
succession planning for the Senior Executive
team; succession planning for the Board; risk
and compliance monitoring in relation to the
human resources function of the Company;
and the Company’s performance in respect of
responsible governance.
This Committee is also responsible for
establishing and monitoring remuneration
policies and guidelines for Directors which
enable the Company to attract, retain and
motivate Directors to contribute to the
successful governing of the Company and
create value for shareholders. External advice
is considered in setting the Directors’ fees
which in aggregate are approved
by shareholders.
The committee is also responsible for
reviewing and ensuring compliance to all
Health & Safety policies within the company
to make sure all employees, contractors and
visitors are operating in a safe environment.
This Committee met once during
the 12 months to March 31, 2018.
The Committee was satisfied that the
Company, and the CEO, had implemented and
continued to enforce a culture of Health and
Safety compliance with all regulations in the
countries in which the Company operates.
Audit, Finance & Risk Committee
The Audit, Finance & Risk Committee
comprises of Chris Horn, Ron Jones and
Martin Dillon. The role of the Committee is to
review the annual audit process, the financial
and operational information provided to
the stakeholders and others, to monitor
the management of business risk to the
organisation, and review the framework of
internal control and governance which the
Executive and the Board have established.
The Chief Executive Officer and Chief
Financial Officer regularly attend meetings.
The Audit, Finance & Risk Committee
met four times during the 12 months to
31 March, 2018.
The Audit, Finance & Risk Committee also
communicate with the Company’s external
auditors as and when deemed necessary by
the Committee.
PRINCIPLE 4 –
REPORTING AND
DISCLOSURE
The Board demands integrity both in financial
reporting and in the timeliness and balance
of disclosure on entity affairs.
The Company is committed to ensuring
integrity and timeliness in its financial
reporting and in providing information to the
market and shareholders which reflects a
considered view on the present and future
prospects of the Company.
Financial Reporting
The Audit, Finance & Risk Committee
oversees the quality and integrity of external
financial reporting including the accuracy,
completeness and timeliness of financial
statements.
It reviews half-yearly and annual financial
statements and makes recommendations
to the Board concerning accounting
policies, areas of judgment, compliance
with accounting standards, NZX and legal
requirements, and the results of the
external audit.
Management accountability for the
integrity of the Company’s financial reporting
is reinforced by the certification from the
Chief Executive Officer and Chief Financial
Officer in writing that the Company’s financial
report presents a true and fair view in all
material aspects.
Timely and Balanced Disclosure
Continuous disclosure obligations of NZX
and the NZAX market require all listed
companies to advise the market about any
material events and developments as soon
as the Company becomes aware of them.
The Company has policies and a monitoring
program in place to ensure that it complies
with these obligations on an on-going basis
and ensures timely communication of
material items to shareholders through NZX
or directly as appropriate.
59
TruScreen Annual Report 2018
PRINCIPLE 5 –
REMUNERATION
The remuneration of Directors and
Senior Executives is transparent, fair,
and reasonable.
Making sure team members get the rewards
they deserve is the responsibility of the
Remuneration and Nomination Committee,
a committee of the Board. The Committee
makes recommendations to the Board on
salaries and incentive programs and more
widely on human resource and people
management issues.
Non-Executive Directors’
Remuneration
The fees payable to the Non-Executive
Directors are determined by the Board
within the aggregate amount approved by
shareholders. The Board considers the advice
of independent remuneration consultants
when setting remuneration levels. As at 31
March, 2018 the Directors’ fee pool limit was
NZ$185,000. Following the appointment of
a 5th Director, post period end, the current
Directors’ fee pool limit is NZ$225,000.
Senior Executive Remuneration
The objective of the Senior Executive
remuneration approach is to provide
competitive remuneration aimed at: aligning
executives’ rewards with shareholders’
value; achieving business plans and
corporate strategies; rewarding performance
improvement; and retaining key skills
and competencies.
Senior Executives’ remuneration is made
up of: Salaries and Options as approved
by the Board plus industry standard leave
entitlements.
Staff Remuneration
All staff other than Senior Executives are
remunerated by salary plus industry standard
leave entitlements. Currently no staff qualify
to participate in a long term executive share
scheme plan.
PRINCIPLE 6 – RISK
MANAGEMENT
The Board regularly verifies that the entity
has appropriate processes that identify and
manage potential and relevant risks.
Business Risks
The Company has in place a risk
management register to identify and address
areas of significant business risk. The
Company maintains insurance policies that
it considers adequate to meet the insurable
risks of the Company and Group. Exposure
to any foreign exchange risk is managed
in accordance with policies laid down by
the Directors.
The Chief Executive Officer and Senior
Executive team are required to identify the
major risks affecting the business and to
develop strategies to mitigate these risks.
Where significant risks are identified, the
policy is for the Board to be advised and
to discuss, and for the Senior Executive
to undertake prompt corrective action to
mitigate and monitor the risk in line with
established policies.
Health and Safety
The CEO acts as the Health and Safety Co-
ordinator and reports to the Remuneration
and Nomination Committee on Health and
Safety issues. The Committee works with
the CEO to identify workplace hazards and
monitor and review compliance with the
Company’s documented occupational health
and safety policies and procedures. Health
and Safety reviews are routinely dealt with by
the Board.
Chief Executive and
Chief Financial Officer Assurance
The Chief Executive Officer and Chief
Financial Officer have provided the Board
with written confirmation that the Company’s
financial statements are founded on a
sound system of risk management and
internal compliance and control; and that all
such systems are operating efficiently and
effectively in all material respects.
Risk Monitoring
The Audit, Finance & Risk Committee reviews
the Company’s risk management policies
and processes and the Senior Executive
provides an updated risk assessment profile
to each meeting of the Audit, Finance &
Risk Committee. The Remuneration and
Nomination Committee reviews human
resource management risks.
PRINCIPLE 7 –
AUDITORS
The Board ensures the quality and
independence of the external audit process
Independence
To ensure the independence of the
Company’s external auditor is maintained, the
Board has agreed the external auditor should
not provide any services not permitted under
International Federation of Accountants
regulations. This is monitored by the Audit
& Risk Committee.
External Auditor
TruScreen’s external auditor is BDO. BDO
was re-appointed by shareholders at the
September 21, 2017, meeting in accordance
with the provisions of the Companies Act
1993 (Act).
BDO will be invited to attend this year’s
annual meeting and will be available to
answer questions about the audit process,
TruScreen’s accounting policies and the
independence of the auditor.
PRINCIPLE 8 –
SHAREHOLDER
RELATIONS
The Board fosters constructive relationships
with shareholders that encourage them to
engage with the company.
The Board aims to ensure that all
shareholders are informed of all information
necessary to assess the Company’s strategic
direction and performance. They do this
through a communication strategy
which includes:
- periodic and continuous
disclosure to NZX;
- information provided to media and
briefings to major shareholders;
- half yearly and annual reports;
- regular investor updates;
- the annual shareholders meeting which is
conducted in a very open manner in which
a range of questions are considered;
- the Company’s website
An updated view of the Company’s strategic
direction is a key presentation at the
annual meeting to encourage shareholder
understanding of; and support of, the
Company’s strategies and goals.
PRINCIPLE 9 -
STAKEHOLDER
INTERESTS
The Board respects the interests of
stakeholders within the context of the
Company’s ownership type and its
fundamental purpose.
TruScreen aims to manage its business in
a way that will produce positive outcomes
for all stakeholders including the public,
customers, staff, shareholders and suppliers.
The Company is strongly committed to acting
in a socially responsible manner with all
stakeholders, including the wider community.
The Company’s commitment is shown by
specific activities described in the
Annual Report.
60
TruScreen Annual Report 2018
STATUTORY
INFORMATION
ENTRIES RECORDED IN THE INTERESTS REGISTER
Particulars of entries in the interest registers of the Parent made
during the period from 1 April 2017 to 31 March 2018 are as follow:
a) Directors’ indemnity and insurance
The Parent has insured all of its Directors and the Directors of its
subsidiaries against liabilities to other parties (except the Parent
of a related party of the Parent) that may arise from their positions
as Directors. The insurance does not cover liabilities arising from
criminal actions.
b) Directors’ interests in entities
Directors disclosed interests in the following entities pursuant
to section 140 of the Companies Act 1993 during the year ended
31 March 2018:
NameCompanyInterest
Hunter, Robert Ure Lynam & CoDirector
Ure Lynam Financial Services Pty LtdDirector
Consolidated Nominees Pty LtdDirector
Lawrence,
Christopher
Brown's Island HoldingsDirector
Timothy PrestonBetalert LimitedDirector
CM Partners LimitedDirector
Coffee Express LimitedDirector
Sean JoyceCM Partners LimitedDirector
Connaught Trust Limited Director
Connemara Capital Limited
Director
Connemara Consulting LimitedDirector
CSM Group LimitedDirector
East Investments Limited Director
Excalibur Capital Nominee
Company Limited
Director
Excalibur Capital Partners LimitedDirector
FGI Capital LimitedDirector
Holland Park LimitedDirector
Mounterowen LimitedDirector
North Investments LimitedDirector
NZF Group Limited Director
T B Trust Limited 20 Director
TTL LimitedDirector
Wilary NZ LimitedDirector
NZ Windfarms Limited Director
Blackwell Global Holdings LtdDirector
Best Start Early Childcare LtdDirector
Selector Group LtdDirector
DIRECTORS’ REMUNERATION
The total of remuneration and the value of other benefits received
by the directors from the company and group during the accounting
period is as follows:
DirectorDirectors Fee
Robert Hunter$65,000
Christopher Horn$40,000
Sean Joyce$30,500
Tim Preston$21,500
Ron Jones$16,666
Christopher Lawrence$6,667
EXECUTIVE EMPLOYEES REMUNERATION
Five employees of the Parent, not being directors of the Parent,
during the period ended 31 March 2018, received remuneration and
other benefits in their capacity as employees, the value of which was
or exceeded $100,000 per annum.
The number of such employees or former employees in brackets
of $10,000 was:
Employee remunerationNumber of employees
100,000 – 109,9991
150,000 – 159,9993
230,000 – 239,9991
61
TruScreen Annual Report 2018
DIRECTORS’ SHAREHOLDING
Directors held relevant interests in the following equity securities
as at 31 March 2018:
Director
Number of
ordinary shares
Nature of Relevant
Interest in Ordinary
Shares
Robert Hunter39,602,400Beneficial
Christopher Lawrence20,000,000Beneficial
Christopher Horn1,550,000Beneficial
Refer to note 20 in the financial statements for details of options issued.
CREDIT RATING
The company does not currently have an external credit rating status
DONATIONS
The company made no donations during the accounting period
DIRECTORS
The persons who held office as Directors of the Parent as at 31
March 2018 are Christopher Horn, Robert Hunter, Ronald Jones and
Christopher Lawrence.
Timothy Preston ceased to hold office as a director on 21 September
2017 and was replaced by Ronald Jones on 17 October 2017.
Sean Joyce resigned as a director on 19 December 2017 and was
replaced by Christopher Lawrence on 21 December 2017.
The following persons held office as Directors of subsidiary
companies as at 31 March 2018
- TruScreen Pty Ltd:
Christopher Horn and Robert Hunter
- TruScreen Ltd (UK):
Christopher Horn, Martin Dillon and Tristan Kirchner
- TruScreen S de R.L de C.V.:
Christopher Horn and Robert Hunter
No person ceased to hold office of a subsidiary during the period
ended 31 March 2018.
REMUNERATION OF AUDITORS
– FINANCIALS OF FY18
The following amounts are payable to the Company’s auditors for the
accounting period.
Auditor’s remunerationAmount
Fees for the audit of financial
statements for the year ended
31 March 2018/period ended
31 March 2017
$78,906
Other assurance services$6,703
Total$85,609
No other fees were payable to the company’s auditor.
62
TruScreen Annual Report 2018
63
TruScreen Annual Report 2018
CORPORATE
DIRECTORY
DIRECTORS
Robert Hunter
Sydney, New South Wales,
Australia
Christopher Horn
Sydney, New South Wales,
Australia
Ronald Jones
Remuera, Auckland,
New Zealand
Christopher Lawrence
St Heliers, Auckland,
New Zealand
Marie Ficarra,
Sydney, New South Wales,
Australia
REGISTERED OFFICE
C/- HLB Mann Judd Limited,
Level 6, Equitable House
57 Symonds Street, Grafton,
Auckland, New Zealand
AUDITOR
BDO Auckland
Level 4, BDO Centre
4 Graham Street
Auckland 1010
New Zealand
SHARE REGISTRAR
Link Market Services
PO Box 91976, Auckland 1142, New Zealand
Level 11 Deloitte Centre,
80 Queen Street, Auckland 1010,
New Zealand
Investor enquiries: 09 375 5998
Investor email: enquiries@linkmarketservices.co.nz
Website: www.linkmarketservices.co.nz
C/- HLB Mann Judd Limited,
Level 6, Equitable House
57 Symonds Street, Grafton,
Auckland, New Zealand
e: info@TruScreen.com
t: +61 2 9262 4644
www.TruScreen.com
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.