Truscreen 2019 Annual Report
2019 ANNUAL
REPORT
CORPORATE DIRECTORY
DIRECTORS
Con Hickey
Parnell, Auckland,
New Zealand
Anthony Ho
Sydney, New South Wales
Australia
Christopher Horn
Sydney, New South Wales,
Australia
Robert Hunter
Sydney, New South Wales,
Australia
Ronald Jones
Remuera, Auckland,
New Zealand
Christopher Lawrence
St Heliers, Auckland,
New Zealand
REGISTERED OFFICE
C/- HLB Mann Judd Limited,
Level 6, Equitable House
57 Symonds Street, Grafton,
Auckland, New Zealand
NZX Code : TRU
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
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TruScreen Annual Report 2019
CONTENTS
Chairman’s Letter ______________________________________________________________________________ 4
FY19 Financial Performance ___________________________________________________________ 5
Operations Report ______________________________________________________________________________ 6
Directors’ Report _______________________________________________________________________________ 12
The TruScreen Technology ____________________________________________________________ 19
Shareholder Information
________________________________________________________________ 20
Financial Statements and Auditor’s Report _________________________________ 21
Corporate Governance Statement _________________________________________________
53
4
TruScreen Annual Report 2019
CHAIRMAN’S
LETTER
Dear Shareholder,
The 2019 financial year was
one of significant progress for
TruScreen. Our endeavours
over many years are now
being realised, with TruScreen
increasing its presence in
existing markets, expanding
into new markets and gaining
recognition from international
organisations including the World
Health Organisation.
TruScreen aims to improve the
wellbeing of women with the
latest technology in cervical
cancer screening and providing
real-time, accurate detection of
pre-cancerous and cancer cells.
In FY2019, we remained
focused on the
commercialisation of our
proprietary electro-optical
technology, which is distributed
in over 30 countries.
China remains our primary
focus. Since commencing
large-scale evaluations with
The Women’s and Children’s
Division of the Centre for
Disease Control and the China
Obstetrics and Gynaecology
Association, we have increased
the Company’s presence in
China. Demand in China has
grown throughout FY2019, with
further device installations and
stronger Single Use Sensor
(SUS) pull through.
We have also expanded our
global distribution outside of
China. In particular, we have
grown our presence in the
African and Russian markets,
establishing our African HIV
initiative and new distribution
deals, and expanded into the
Middle East, gaining product
registration in Saudi Arabia
and Israel.
The outlook for FY2020 is
positive. The Company will
continue to focus on building
its presence in China and
strengthening its international
distribution in low and middle-
income countries (LMIC’s)
through strong relationships
and partnerships with
hospitals, governments and
non-government organisations.
TruScreen recently received
recognition from UNITAID, the
World Health Organisation
and the Clinton Health Access
Initiative for its ability to provide
point-of-care screening services
in these countries.
As advised at the 2018 AGM, we
are investigating listing on the
Australian Securities Exchange
(ASX), with a view to enhancing
value for all shareholders.
I would like to thank my fellow
Board members, CEO Martin
Dillon and the wider TruScreen
team for their commendable
work in FY2019. We look
forward to building on this
success and continuing to grow
shareholder value in FY2020.
To our shareholders, we
appreciate your ongoing
support as we look forward to
the year ahead.
Tony Ho
Chairman
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TruScreen Annual Report 2019
FINANCIAL RESULTS
DIRECTORS AND MANAGEMENT
NZ DollarsFY19FY18FY19:FY18
Sales1,862,949 804,062 132%
Other Revenue1,241,202 1,374,581 -10%
Total Revenue3,104,151 2,178,643 42%
Net Loss(3,380,454)(4,168,792) 19%
Net cash outflow from operating activities(2,678,321) (3,729,191) 28%
Cash and Cash Equivalents1,737,775 1,212,454 43%
Chris Lawrence
Non-executive Director
Tony Ho
Chariman
Robert Hunter
Non-executive Director
Con Hickey
Non-executive Director
Christopher Horn
Non-executive Director
Martin Dillon
CEO
Professor Ronald
William Jones
CNZM
Non-executive Director
Guy Roberts
CFO/Co Sec
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TruScreen Annual Report 2019
OPERATIONS REPORT
EXECUTIVE SUMMARY
Throughout FY2019, TruScreen
continued to focus on
strengthening its presence in
previously established commercial
markets and expanding into
new regions. Major progress
was made on both fronts. The
Company signed new distribution
agreements in key markets and
gained regulatory approval in
new regions.
TruScreen continued to build its global
distribution, to over 30 countries in key
markets. This growth was a result of local
distributor strategies, public health initiatives
and partnerships with Non-Government
Organisations and Government agencies.
In China, TruScreen grew its market presence
across the provinces and began working
with The Women’s and Children’s Division
of the Centre for Disease Control (CDC) and
with the China Obstetrics and Gynaecology
Association (COGA).
TruScreen continued to build its global
presence outside of China, developing a
HIV Initiative and commencing work with
the National Aids Council of Zimbabwe.
TruScreen also gained regulatory approval in
the Middle East and signed new distribution
deals in Russia and the Middle East.
TruScreen also commissioned a new
pilot manufacturing plant to improve
operating efficiencies.
In FY2019, TruScreen generated a 132%
increase in sales to NZ$1.86 million (FY2018:
NZ$0.8 million), driven by major sales in
China, Russia and Zimbabwe.
Other income, including a research and
development tax offset, lifted total revenue
to NZ$3.10 million (FY2018: NZ$2.17
million), up 42%.
Total overhead expenses decreased to
NZ$5.18 million (FY2018: NZ$5.5 million).
The Company recorded a net loss of
approximately NZ$3.4 million – down 19%
from the prior year (FY2018: NZ$4.2 million)
– as increased sales, cost management
and further investment in developing
new markets for the TruScreen cervical
cancer screening device improved overall
performance.
Net operating cash outflow was lower at
NZ$2.7 million (FY2018: NZ$3.7 million),
reflecting an improved trading result and a
higher research and development tax offset.
As at 31 March 2019, TruScreen had
cash and cash equivalents of NZ$1.7
million (FY2018: NZ$1.2 million). As it has
previously done, if required, TruScreen will
seek investor support for its growth strategy
as it works towards profitability.
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TruScreen Annual Report 2019
FY2019 AT A GLANCE
Focus remains firmly on the
Chinese market
• Completed a pilot programme with the
Women’s and Children’s Healthcare
Division of the Centre for Disease Control
(CDC), with over 12,000 women screened.
Data analysis is being undertaken by the
statistical department of CDC. Publication
of final results is anticipated mid FY2020
• Confirmed the rollout of TruScreen devices
in 190 hospitals in Xinjiang Province
throughout 2019 and 2020, and selected
as the primary screening solution for a
chain of high-tech women’s health clinics
to be established in 50 municipal hospitals
• Commenced large-scale evaluation
program with The Women’s and Children’s
Division of the Centre for Disease
Control and with the China Obstetrics
and Gynaecology Association (COGA) to
screen 20,000 patients in 100 Tier 1 public
hospitals, across 10 provinces
• Expanded into 26 of the 32 provinces, with
about 140 devices active in the market
• Double Single Use Sensors (SUS) sales
in the second half of FY2019, from 4,320
units per month to 8,640 per month
Building on our global presence
outside of China
• Selected by the National Aids Council
of Zimbabwe to provide cervical cancer
screening to HIV-affected women
in Zimbabwe, with an initial sale of
NZD $425,107.
• Signed a new distribution agreement in
Russia with IMSystems JSC, including an
initial sale of $374,868
• Signed new distribution agreements, and
gained product registration in Saudi Arabia
and Israel
• Post year end, Vietnam Ministry of
Health approved a Pilot Study to evaluate
TruScreen for use as the national cervical
cancer screening programme
Strong performance of TruScreen
in clinical evaluation
• Clinical performance evaluation of
TruScreen at the Royal Hospital for
Women in Sydney completed in FY2018.
Results set for release in the 3rd quarter
of FY2020
Strengthened our business
• Established new manufacturing facility in
Australia in June 2018
• Completed successful capital raising of
NZ$3 million in October 2018
Board & Management
Appointments
• Mr Anthony (Tony) Ho appointed to the
board September 2018 and elected as
Chairman October 2018.
• Appointed Mr Con Hickey as an
Independent Director in August 2018
• Appointed Mr Guy Robertson as Chief
Financial Officer and Company Secretary
in November 2018
• Appointed Mr William Hunter as Alternate
Director, for Mr Robert Hunter, in
October 2018
COMMERCIALISATION JOURNEY
AND MILESTONES
2014 - Nov
Listing on NZAX
2015 - Sep
Approval for
Mexico market
2016 - Apr
CE Mark for second
generation device
2017 - Mar
Gained Indian
market
2017 - Dec
CFDA approval for
second generation
device
2018 - Jul
New Australian
production facility
fully operational
2018 - Jul
Commence
large scale pilot
with China CDC
and COGA
2018 - Aug
HIV African
Initiative
2018 - Oct
523% sales
growth in H1
2018 - Dec
Migration to NZX
2019 - Feb
New distribution
agreement in
Russia
2019 - May
Recognition by
World Health
Organistation
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TruScreen Annual Report 2019
MEXICO
31M
7% OF CURRENT
TRUSCREEN SALES
LATIN
AMERICA
120M
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
ISRAEL | 3,000,000 WOMEN | SIGNED 2018
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 2019
SAUDI ARABIA | 6,000,000 WOMEN | SIGNED 2018
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 2018
UKRAINE | 13,000,000 WOMEN | SIGNED 2016
VIETNAM | 26,000,000 WOMEN | SIGNED 2016
ZIMBABWE | 2,000,000 WOMEN | SIGNED 2018
GLOBAL FOOTPRINT
Cervical cancer is the fourth
most common cancer in women
worldwide, with over half a million
new cases diagnosed each year.
Highlighting the need for an
innovative integrated cervical
cancer screening approach that is
accessible in markets with limited
cervical cancer screening services.
TruScreens key markets are low and
middle-income nations that lack laboratory
infrastructure, expert technicians and large-
scale cervical cancer screening programmes.
About 87% of deaths from cervical cancer
occur in low and middle-income countries.
China has more than 400 million women of
screening age and accounts for about 30%
of the world’s burden of cervical cancer.
Latest estimates indicate that about 106,500
women are diagnosed with cervical cancer in
China each year, and around 47,700
women die from the disease annually.
Mexico and Africa also have large
populations of women of screening age,
limited healthcare infrastructure, and the
need for screening programmes. While
China remains TruScreen’s primary market
opportunity, Mexico and Africa offer
significant potential. South East Asia
also offers significant market opportunity
for TruScreen.
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TruScreen Annual Report 2019
RUSSIA
44M
17% OF CURRENT
TRUSCREEN SALES
MIDDLE
EAST
70M
1% OF CURRENT
TRUSCREEN SALES
CHINA
401M
45% OF CURRENT
TRUSCREEN SALES
INDIA
302M
7% OF CURRENT
TRUSCREEN SALES
AFRICA
226M
20% OF CURRENT
TRUSCREEN SALES
Ref: Based on U.S Central Intelligence Agency (CIA) World Factbook
Vietnam in particular, has 26 million women
of screening age and over 4,000 cervical
cancer diagnoses each year, making it the 7th
most frequent cancer among women in the
region. Currently there is no national cervical
cancer screening program in place.
TruScreen has distribution agreements in
place covering over 30 countries, which
together have a screening population
exceeding one billion women.
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TruScreen Annual Report 2019
China remains key market
China, which has 400 million women of
screening age, remains TruScreen’s primary
market opportunity.
During FY2019, TruScreen commenced
large-scale evaluations with The Women’s and
Children’s Division of the Centre for Disease
Control (CDC) and with the China Obstetrics
and Gynaecology Association (COGA). The
CDC trial finished at the end of FY19, with data
analysed in the first two quarters of FY2020.
We anticipate publication of the results by the
third quarter of FY2020. The COGA evaluation
will screen 20,000 women throughout China
over the next 18-24 months, with TruScreen to
be included in COGA’s screening guidelines.
In addtion, TruScreen will be assessed as a
potential first-choice screening technology in
rural areas in China, commencing with Xinjian
province in the far west, with a roll out of
190 devices.
In a further development TruScreen was also
chosen as the primary screening solution for
a chain of high tech “Two Cancer Centres”.
Privately owned and operated, these clinics
provide a ‘one stop screening diagnosis and
treatment centre’ for breast and cervical
cancer. The majority of the clinics are to be
located in government hospitals. A total of
16 Centres, of the planned 50, have been
established and installed with TruScreen.
As part of the roll out, TruScreen’s local
distributors and network have been holding
promotional meetings with key decision
makers, highlighting the success of TruScreen
in the 16 already established Centres.
Positive momentum in markets
outside of China
TruScreen continues to add and grow its
presence in other regions, including Russia
and Africa. Russia and Africa have large
screening populations, limited laboratory
infrastructure and are seeking a cervical
screening solution.
In the second half of FY2019, TruScreen
signed a new distribution agreement
for the Russian market with IMSystems
JSC,including an initial NZ$364,000 order for
multiple TruScreen devices and Single Use
Sensors (SUS).
Russia has more than 44 million women of
cervical cancer screening age.
IMSystems has extensive expertise in the
distribution of medical equipment and
devices in Russia and has partnerships with
global brands and manufacturers, including
GE Healthcare.
Earlier in the year, TruScreen announced
its African HIV initiative, which includes
discussions with senior African health officials
regarding the screening of women generally
and, specifically, HIV-affected women.
TruScreen’s research collaboration with the
All India Institute of Medical Science (AIIMS),
to validate the TruScreen technology for
the screening of Indian women, came to
a conclusion in FY2019. Results from this
evaluation are expected to be published during
FY2020. TruScreen’s distributors in India
have been presenting TruScreen to hospitals,
with a particular focus on Army and State-
owned hospitals.
TruScreen gained product registration in
several new regions including Saudi Arabia and
Israel, thereby increasing its capability to sell
the TruScreen device across the Middle East.
Gaining regulatory approval in Saudi
Arabia is an exciting step for TruScreen
as it is the bridgehead of our Pan-Arabic
distribution partner.
In Vietnam, TruScreen and its in-country
distribution team, are currently working
towards having TruScreen included as the
national screening program. Prof. Neville
Hacker, and TruScreen’s Clinical Affairs
Manager, Dr. Carolina Velasquez travelled to
Vietnam to meet with Key Opinion Leaders
(KOL) and discuss the next steps in having
TruScreen adopted nationally.
The Hanoi ObGyn Hospital, which is Vietnam’s
most prestigious Government Hospital, views
TruScreen as a viable technology for cervical
cancer screening in Vietnam.
The Vietnam Ministry of Health’s Professional
Advisory Committee have reviewed
TruScreen and approved a pilot evaluation
to be conducted at the Hanoi Obstetrics and
Gynaecology Hospital. The aim of the trial is
to evaluate the TruScreen device prior to it
being launched as part of a national rollout to
all provinces.
Pictured from left to right: Dr Phunc (Head of Cancer department), Dr Chuong (Head of Research and
Development and Training department), Mr Gorton(GHS), Dr Thuong, Mr Tran An(GHS), Prof Anh (Director of
Hanoi OBGYN Hospital), Prof Hacker, Dr Velasquez, Mr Chanh(GHS), Dr Thuy (Head of High Service Gynaecology
Examination), Dr Thanh, Dr Hanh, Mrs Thao (GHS), Mr Ngo (GHS)
OPERATIONS REPORT
continued
11
TruScreen Annual Report 2019
Proportion of revenue from Single
Use Sensors (SUS) will grow
The TruScreen device utilises a disposable
SUS for every exam. As installation and use
of devices continues to grow, so too will the
demand for SUS.
Each device has a useful life of up to 10
years and has the capacity to conduct in
excess of 1,000 tests per month in a mass
screening environment.
TruScreen estimates that for every 100
devices fully deployed in a Chinese hospital
environment, the Company will generate a
sustainable annuity income stream of about
NZ$1.5 million every year. Once fully deployed,
TruScreen expects an average of 150 tests per
month in a clinical environment.
In the six months to 31 March 2019, SUS sales
in China doubled from 4,320 units per month
to 8,640 as more TruScreen devices were
installed across several provinces and SUS
pull-through per installed device increased.
New pilot manufacturing plant will
improve operating efficiencies
TruScreen commissioned its new
manufacturing facility in October 2018
– a key initiative for FY2018. The pilot facility
has the current capacity of 100 electro-optical
component assemblies per month (the key
technical component in the TruScreen device),
and can be expanded to 200 assemblies
per month to meet demand. The facility has
decreased the manufacturing costs
for the device and increased the devices
gross margin.
FY2020 Outlook
TruScreen has made progress in its key
markets, and the significant sales growth
experienced in FY2019 is expected
to continue.
TruScreen expects to increase sales as
global NGOs and governments adopt its
devices, and by leveraging key partnerships
and endorsements from key opinion leaders.
Reducing manufacturing costs will strengthen
the path to profitability.
China remains TruScreen’s primary focus.
However, TruScreen is now receiving
recognition from key NGOs for its ability to
provide point-of-care screening services in
low and middle-income countries. In late May,
TruScreen was included in a World Health
Organisation (WHO), Unitaid, and Clinton
Health Access Initiative (CHAI) joint Cervical
Cancer Technology Landscape, Screening
and Treatment of Pre-Cancerous Lesions for
Secondary Prevention Of Cervical Cancer.
This report was presented at the 72nd World
Health Assembly in Geneva, Switzerland,
which ran from 20th May – 25th May 2019.
TruScreen was the only Electro-Optical
screening technology included in
the publication.
The inclusion in this landscape is a
milestone for TruScreen, as it is the first
time the second-generation device has been
recognised by WHO and will provide great
exposure for TruScreen to both Ministries of
Health, and Non-Government Organisations
(NGO) globally.
TruScreen is executing on its strategic plan
and following on from the establishment
of a pilot in-house electro-optical assembly
(EOA) manufacturing facility in Australia the
Company continues to investigate further
cost-reduction strategies.
Looking ahead, TruScreen will continue to
work to its strategic goals in FY2020 as it
moves toward profitability.
In FY2020, TruScreen will aim to continue the
current rate of sales growth, maintain focus
on China as the Company’s key market and
continue to maximise on device pull through
of Single Use Sensor (SUS). Additionally,
TruScreen will also leverage volumes to
reduce SUS costs and increase margins and
expand TruScreens inclusion in Government
and NGO programs, particularly in Africa, India
and Latin America.
End of Operations Report
12
TruScreen Annual Report 2019
DIRECTORS’ REPORT
Your directors submit the
annual financial report of the
consolidated entity consisting of
Truscreen Ltd (the “Company”)
and the entities it controlled
during the period (the “Group”)
for the financial year ended 31
March 2019. The directors report
as follows:
Directors
The names of directors who held office during or since the end
of the year and to the date of this report are as follows. Directors
were in office for this entire period unless otherwise stated.
– Mr Anthony Ho (Appointed 27 September 2018)
– Mrs Maree Ficarra (Appointed June 2018, Retired September 2018)
– Mr Con Hickey (Appointed 20 August 2018)
– Mr Chris Horn
– Mr Robert Hunter
– Mr William Hunter (Appointed 19 October 2018, Alternate to
Robert Hunter)
– Dr Ron Jones
– Mr Chris Lawrence
Anthony Ho
B.Com, CA, FAICD, FCIS, FGIA
Non-Executive Chairman and
Chair of the Remuneration
and Nomination Committee
Appointed 27 September 2018
Mr Ho is an experienced
company director having
held executive directorships
and chief financial officer
roles with a number of ASX
listed companies. Tony was
executive director of Arthur
Yates & Co Limited, retiring
from that position in April
2002. His corporate, general
management and governance
experience includes being chief
financial officer/finance director
of M.S. McLeod Holdings
Limited, Galore Group Limited,
the Edward H O’Brien group
of companies.
Mr Ho is currently the chairman
of ASX listed Greenland
Minerals Limited (ASX:GGG),
Bioxyne Limited (ASX: BXN),
Credit intelligence Limited
(ASX:CI1), and Cannasouth
Limited (NZX: CBD). He
was previously chairman of
Esperance Minerals Limited
and a non-executive director
Hastings Technology Metals
Limited. Tony was the past
non-executive chairman of St.
George Community Housing
Limited (November 2002 to
December 2009) where he
successfully grew the NGO to be
one of New South Wales leading
community housing companies.
Prior to joining commerce,
Mr Ho was a partner of Cox
Johnston & Co, Chartered
Accountants, which has since
merged with Ernst & Young.
Mr Ho holds a Bachelor of
Commerce degree from the
University of New South
Wales and is a member of
the Institute of Chartered
Accountants in Australia and
New Zealand and a fellow of the
Australian Institute of Company
Directors, Institute of Chartered
Secretaries and Administrators,
and Governance Institute
of Australia.
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TruScreen Annual Report 2019
Con Hickey
Non-Executive Director and
member of the Risk, Finance
and Audit Committee
Appointed 20 August 2018
Mr Hickey has more than 30
years experience in the Medical
Device industry, including
holding senior executive roles
for multinational companies
such as Welch Allyn, a
leading global manufacturer
in frontline diagnostic and
screening equipment.
Currently the Managing
Partner of CONX Partners,
Mr Hickey’s particular skillset
includes strategic planning,
channel management, talent
development and business
and market development. His
geographic expertise has been
focused on the high growth
countries of the Asian Pacific
region, including China and
India, with extensive global
industry connections.
Christopher Horn
B.Com CA
Non-Executive Director and
Chair of the Audit, Finance and
Risk Committee.
Appointed November 2013
Mr Horn 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.
Mr Horn is a Commerce
graduate from the University of
New South Wales and a Fellow
of the Institute of Chartered
Accountants in Australia and
New Zealand.
Robert Hunter
B Com CA
Non-Executive Director and
member of the Remuneration
and Nomination Committee
Appointed November 2013
Mr Hunter has been a significant
investor in the TruScreen
intellectual property and
business operations over a 20-
year period and has a detailed
knowledge of TruScreen’s
commercial operations.
Mr Hunter 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 both 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 and
New Zealand.
William Hunter
CA
Non-Executive Director
Appointed 19 October 2018
Mr W Hunter is a business
graduate from the University of
Technology Sydney, a practising
Charted Accountant in Australia
and Financial Advisor. He
has considerable experience
in a range of professional
disciplines including corporate
advice, financial planning,
wealth management, and
superannuation. William has
a sound knowledge of the
TruScreen technology and
business strategy stemming
from a long professional
association with the company.
Professor Ronald
William Jones
CNZM, MB ChB, MD (Otago),
FRCS (Ed), FRCOG, FRANZCOG,
FAOFOG (Hon).
Non-Executive Director
and member of the Medical
Advisory Committee
Appointed 17 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 inception 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
(now TruScreen).
Chris Lawrence
Non-Executive Director
Appointed 21 December 2017
Mr 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 Mr Lawrence’s
focus has been on high growth
companies, with a particular
focus on the biotech industry.
Directors of subsidiary
companies
The following persons held
office as Directors of subsidiary
companies as at 31 March 2019
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 company during
the period ended 31 March 2019
Dividends
No dividends have been paid or
declared since the start of the
financial year and the directors
do not recommend the payment
of a dividend in respect of the
financial year
Indemnification and
insurance of Directors
and Officers
The consolidated entity has
agreed to indemnify all the
directors of the consolidated
entity for any liabilities to
another person (other than the
consolidated entity or related
body corporate) that may arise
from their position as directors
of the consolidated entity,
except where the liability arises
out of conduct involving a lack
of good faith.
14
TruScreen Annual Report 2019
Interests in the shares and options of the Company
The following relevant interests in shares and options of the Company or a related body corporate were held by the directors and key management
personnel as at the date of this report. All shares are beneficially held.
Director
Number of fully paid
ordinary shares
2019
Number of fully paid
ordinary shares
2018
Anthony Ho--
Robert Hunter39,602,40039,602,400
Christopher Horn1,550,0001,550,000
Chris Lawrence20,000,00020,000,000
Ronald Jones--
Con Hickey--
Martin Dillon1,500,000-
William Hunter262,500262,500
At the date of this report the Company had no options on issue.
Remuneration report
This report outlines the remuneration
arrangements in place for key management
personnel of Truscreen Limited for the
financial year ended 31 March 2019.
Remuneration philosophy
The performance of the company depends
upon the quality of the directors and
executives. The philosophy of the company
in determining remuneration levels is to:
– set competitive remuneration packages to
attract and retain high calibre employees;
– link executive rewards to shareholder value
creation; and
– establish appropriate, demanding
performance hurdles for variable executive
remuneration.
Remuneration Committee
The Remuneration Committee of the Board
of Directors of the Group is responsible for
determining and reviewing compensation
arrangements for the directors and the
senior management team.
The Remuneration Committee assesses
the appropriateness of the nature and
amount of remuneration of directors and
senior executives on a periodic basis by
reference to relevant employment market
conditions with an overall objective of
ensuring maximum stakeholder benefit from
the retention of a high quality Board and
executive team.
Remuneration structure
In accordance with best practice corporate
governance, the structure of non-executive
director and executive remuneration is
separate and distinct.
Non-executive director 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, 2019 the Directors
fee pool limit was NZ$265,000.
Senior manager and executive director
remuneration
Remuneration consists of fixed
remuneration, there are no performance
incentives at this time. In addition to
Company employees and directors, the
Company may contract key consultants
on a contractual basis. These contracts
stipulate the remuneration to be paid to
the consultants.
15
TruScreen Annual Report 2019
Fixed Remuneration
Fixed remuneration is reviewed annually by the Remuneration Committee. The process consists of a review of relevant comparative remuneration
in the market and internally and, where appropriate, external advice on policies and practices. The Committee has access to external, independent
advice where necessary. Fixed remuneration is paid in the form of cash payments.
The fixed remuneration component of the key management personnel is detailed in the following table:
Short-term
employee
benefits
Post-
employment
benefits
Short-term
employee
benefits
Post-
employment
benefits
Salary
& Fees
$
Super-
annuation
$
Total
$
Salary
& Fees
$
Super-
annuation
$
Total
$
201920192019201820182018
Anthony Ho33,564-33,564---
Roberts Hunter52,500-52,50065,000-65,000
Christopher Horn40,000-40,00040,000-40,000
John (Chris)
Lawrence
40,000-40,0006,667-6,667
Ronald Jones56,700-56,70016,666-16,666
Con Hickey25,150-25,150--
-
Martin Dillon215,27220,451235,723216,77922,755239,534
Sean Joyce---30,500-30,500
Tim Preston---21,500-21,500
Marie Facarra------
463,18620,451483,637397,11222,755419,867
Options held by Directors and Key Management Personnel
No options were issued during the year ended 31 March 2019 and no options are held by key management personnel at year end. No options were
held by key management personnel at the end of the previous financial year.
Related Party Transactions
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. This agreement terminated in November 2018.
The following fees were paid to Ure Lynam & Co:
20192018
$$
Accounting services264,396264,012
Consulting and advisory services-72,559
Serviced offices72,32497,471
336,720434,042
16
TruScreen Annual Report 2019
Directors’ Meetings
The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended
by each director was as follows
Director MeetingsAudit CommitteeRemuneration Committee
EligibleAttendedEligibleAttendedEligibleAttended
Mr Anthony Ho66--11
Mr Robert Hunter99--22
Mr Chris Horn992211
Prof. Ron Jones8822--
Mr Chris Lawrence88----
Mr. Con Hickey66----
Mr. William Hunter22----
Ms. Marie Ficarra11----
In addition, 10 circular resolutions were signed by the board during the period
Reconciliation to Preliminary Final Results
During the completion of the 31 March 2019
audit of the Company, the implementation
of NZIFRS15 – Revenue from Contracts with
Customers was discussed with the auditors,
BDO Auckland, particularly in relation to sales
made by the Company to the National Aids
Council of Zimbabwe (NACZ) in September
2018. Specifically, the auditors requested
that the debt owing as at 31 March 2019 be
de-recognised and that sales to NACZ be
recognised on a cash received basis only. The
rationale being that in their opinion, at the
time of the sale, there was insufficient audit
evidence to support the Company’s position
that payment of the debt was probable, and
should therefore be recognised when cash is
received.
The sale to NACZ was pursuant to a grant
application lodged with Unitaid, a division of
the United Nations working with the World
Health Organisation (WHO). The Company
received payments of NZ$110,166 after
recording the sale, and subsequent to year
end with an additional part payment of
NZ$28,860 (US$19,000) on 21 June 2019.
In accordance with the accounting standard
the Company has not recognised $280,000 in
revenue owing from NACZ.
The NACZ acknowledges the debt and we
expect to receive this as and when Zimbabwe
foreign exchange regulations allow.
It should be noted that proforma invoices
relating to selling expenses of NZ$172,983 on
this transaction had been accrued and remain
unpaid at reporting date. As this amount is
only payable when the cash is received the
Company has reduced selling expenses which
relate to the outstanding debt above in the
amount of $137,000.
The Company has increased the Research and
Development tax offset from the Australian
Tax Office in the amount of NZ$265,000,
which is in line with the tax agent work on this
area which is substantially complete.
In summary the adjustments to the
Preliminary Final Report are as follows
NZ$
Sales($280,000)
Research and
development tax offset
$265,000
Total income
($15,000)
Reduction in marketing
commissions payable
$137,000
Reduction in loss
before tax
$122,000
End of Directors Report
17
TruScreen Annual Report 2019
TRUSCREEN MEDICAL ADVISORY BOARD
Professor Neville Hacker
AM, Clinical Advisory,
Professor of Gynaecology, Chairman
Professor Neville Hacker AM has led the
TruScreen Medical Advisory Board for
over 10 years. He is Conjoint Professor of
Gynaecological Oncology and the University
of New South Wales and recently retired
from clinical practice after 32 years as
the director of the Gynaecological Cancer
Centre, Royal hospital for Women in
Sydney, where he continues to serve as an
Emeritus consultant.
He is also past President of the Society of
Pelvic Surgeons. He is a past President of
the International Gynaecological Cancer
Society, former Chairman of the Oncology
Committee (RANZCOG), and a former
Chairman of Examiners for Gynaecologic
Oncology Committee of 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.
18
TruScreen Annual Report 2019
TACKLING CERVICAL CANCER
Cervical cancer is the fourth most common
cancer in women worldwide with an
estimated 570,000 new cases diagnosed
annually and 311,000 women dying every
year from the disease. 87% of these deaths
occur in low-and middle- income countries,
where cervical cancer is the second most
common cancer. The majority of these cases
are found 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 if not treated properly,
might become cervical cancer. 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. Early detection now prevents up to
80% of cervical cancers in these countries.
But not all women are so fortunate. In low
and middle- income 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. The World
Health Organisation (WHO) has identified
TruScreen as a point of care option for these
countries. TruScreen’s real time, accurate,
low cost and portable diagnostic system
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 consistency of results
No collection of tissue samplesNo pain or discomfort to the patient, leading to higher screening participation rates
19
TruScreen Annual Report 2019
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 a high level of
doctor and patient acceptance.
A recent study (1) showed
that over 60% of Doctors rated
TruScreen at 4/-5 out of 5,
citing the main advantages of
TruScreen as it’s real time results,
and no need for a laboratory
facilities or personnel.
TruScreen has been extensively
evaluated in studies involving
tens of 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
20
21
TruScreen Annual Report 2019
FINANCIAL
STATEMENTS
& AUDITOR’S
REPORT
FOR THE YEAR ENDED 31 MARCH 2019
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
___________________________________________________________________ 46
22
TruScreen Annual Report 2019
CONSOLIDATED STATEMENT OF PROFIT
OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 March 2019
Note20192018
$$
Revenue from the sale of goods61,862,949804,062
Other income 61,241,2021,374,581
Changes in inventories27,375(66,343)
Purchases of inventory(1,362,212)(741,607)
Employee benefit expenses and directors’ fees7(1,240,646)(1,419,333)
Administration(570,368)(578,497)
Research and development expenses(1,777,972)(1,905,710)
Rent(104,366)(97,471)
Travel(65,829)(97,901)
Marketing, selling & product approvals(290,246)(393,485)
Insurance(99,268)(73,048)
Shareholder relations & services(91,538)(95,675)
Foreign exchange loss(316,027)(342,388)
Amortisation & depreciation7(565,781)(535,977)
Finance costs (27,727)-
Loss before income tax(3,380,454)(4,168,792)
Income tax expense8--
Loss for the period(3,380,454)(4,168,792)
Other comprehensive income
Item that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign subsidiary operations20102,179(17,671)
Other comprehensive income/(loss)for the period102,179(17,671)
Total comprehensive loss for the period (3,278,275)(4,186,463)
Basic and diluted losses per share (cents)10(1.56)(2.1)
The accompanying notes form part of these financial statements.
23
TruScreen Annual Report 2019
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
As at 31 March 2019
Note20192018
$$
CURRENT ASSETS
Cash and cash equivalents111,737,7751,212,454
Other receivables121,070,5171,314,456
Loan receivable1275,00075,000
Trade receivables12187,504-
Goods and services tax recoverable30,335155,849
Inventories13782,026401,185
Other assets – prepayments21,55255,556
TOTAL CURRENT ASSETS3,904,7093,214,500
NON-CURRENT ASSETS
Plant and equipment15379,9937,536
Intangible assets168,261,0638,944,813
TOTAL NON-CURRENT ASSETS8,641,0568,952,349
TOTAL ASSETS12,545,76512,166,849
CURRENT LIABILITIES
Trade and other payables17437,031419,491
Borrowings18626,501-
Provision for employee benefits19109,925109,162
TOTAL CURRENT LIABILITIES1,173,457528,653
NON-CURRENT LIABILITIES
Provision for employee benefits1951,49922,314
TOTAL NON-CURRENT LIABILITIES51,49922,314
TOTAL LIABILITIES1,224,956550,967
NET ASSETS11,320,80911,615,882
EQUITY
Issued capital926,421,16823,433,996
Share option reserve20&21-3,970
Foreign currency translation reserve20(454,796)(556,975)
Accumulated losses(14,645,563)(11,265,109)
Total Equity11,320,80911,615,882
The accompanying notes form part of these financial statements.
On behalf of the board as at 28 June 2019
Anthony Ho - ChairmanChristopher Horn - Director
24
TruScreen Annual Report 2019
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
For the year ended 31 March 2019
NoteShare Capital
Accumulated
Losses
Foreign
Currency
Translation
ReserveOption ReserveTotal
$$$$$
Balance at 1 April 201823,433,996(11,265,109)(556,975)3,97011,615,882
Loss for the period to 31 March 2019-(3,380,454)--(3,380,454)
Exchange differences on translating
foreign subsidiary operations
20--102,179-102,179
Total comprehensive
income for the period
-(3,380,454)102,179-(3,278,275)
Transactions with owners,
in their capacity as owners
Issue of shares 93,075,470--(3,970)3,071,500
Share issue cost(88,298)---(88,298)
Total transactions with owners2,987,172--(3,970)2,983,202
Balance at 31 March 201926,421,168(14,645,563)(454,796)-11,320,809
Balance at 1 April 201721,800,585(7,109,793)(539,304)172,80014,324,288
Loss for the period to 31 March 2018-(4,168,792)--(4,168,792)
Exchange differences on translating
foreign subsidiary operations
20--(17,671)-(17,671)
Total comprehensive
income for the period
-(4,168,792)(17,671)-(4,186,463)
Transactions with owners,
in their capacity as owners
Issue of shares re share placement plan 9897,500---897,500
Share issue cost(40,849)(40,849)
Issue of or subscription for ordinary
shares on exercise of option
9776,760--(155,354)621,406
Lapse of share option20-13,476-(13,476)-
Total transactions with owners1,633,41113,476-(168,830)1,478,057
Balance at 31 March 201823,433,996(11,265,109)(556,975)3,97011,615,882
The accompanying notes form part of these financial statements.
25
TruScreen Annual Report 2019
CONSOLIDATED STATEMENT
OF CASH FLOWS
For the year ended 31 March 2019
Note20192018
$$
CASH FLOW FROM OPERATING ACTIVITIES
Cash received from customers 1,675,4451,019,183
Cash paid to suppliers and employees including GST(5,810,335)(5,577,047)
Cash received research and development tax offset1(f)1,472,566808,167
Interest paid(27,644)-
Interest received11,64720,506
Net cash outflow from operating activities22(2,678,321)(3,729,191)
CASH FLOW TO INVESTING ACTIVITIES
Purchase of plant and equipment(410,031)(3,110)
Net cash to investing activities(410,031)(3,110)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of shares93,075,4701,443,908
Share issue costs(88,298)(170,724)
Proceeds from borrowings18626,501-
Net cash from financing activities3,613,6731,273,184
Net increase/(decrease) in cash and cash equivalents525,321(2,459,117)
Cash and cash equivalents at the beginning of the finan-cial year1,212,4543,671,571
Cash and cash equivalents at the end of the financial year111,737,7751,212,454
The accompanying notes form part of these financial statements.
26
TruScreen Annual Report 2019
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 March 2019
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.
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.
Truscreen Limited migrated to the
main board NZX from NZAX on 17
December 2018.
The financial statements were authorised for
issue on 28 June 2019 by the Directors of the
company.
Basis of Preparation
These financial statements have been
prepared in accordance with and comply with
Part 7 of the Financial Markets Conduct Act
2013 and the NZX Listing Rules.
For the purpose of complying with
Generally Accepted Accounting Practice
in New Zealand (“NZ GAAP”) the Group is
a Tier 1 for-profit entity. These financial
statements comply with NZ GAAP, the
New Zealand equivalent to International
Financial Reporting Standards (“NZ IFRS”),
and International Financial Reporting
Standards (“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 statements 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.
As disclosed in the financial statements,
the Group reports:
• a loss of $3,380,454 (2018: $4,168,792)
• net cash outflows from operating
and investing activities of $3,088,352
(2018: $3,732,301)
• cash at year-end of $1,737,775
(2018: $1,212,454).
The Directors have prepared detailed
cash flow forecasts for the twelve months
following the date of this report, which
show that the business will be able to meet
its debts as and when they fall due. These
forecasts contemplate a further capital raise
in the next three months.
However, given the entity is in an early stage
of growth, into existing and new markets, the
forecasts are particularly susceptible to the
risk that the timing and/or quantum of cash
flows are insufficient to enable it to meet its
obligations as they fall due..
Whilst forecasts show operational cash flow
will be sufficient, the forecast capital raise
provides additional headroom should the
above mentioned risks eventuate and cash
reserves are exhausted within 12 months
from the date of this report.
Accordingly the Group have approached a
panel of brokers (and had formally engaged
with one at date of signing of these financial
statements) to assist in a capital raise of up
to $3.0 million by private placement. Based
on discussions with the panel the Board
believe that the appetite of existing and
prospective investors means the capital raise
will be sufficiently supported and enable 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. Should the
raise not be successful, the Board consider
there are a number of opportunities to
manage cash flow 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.
However, there is material uncertainty
in relation to the Group’s ability to meet
forecasts and to raise the required additional
capital. These factors cast doubt on the
entities ability to continue as a going
concern. If the going concern assumption is
not valid, the consequence is the entity may
be unable to realise the value in its assets
and 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.
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
27
TruScreen Annual Report 2019
• 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.
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 reporting
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
The Group’s revenue is derived from
selling goods with revenue recognised at
a point in time when control of the goods
has transferred to the customer. This is
generally when the goods are dispatched
from the Group’s warehouse. There is limited
judgement needed in identifying the point
control passes: once physical delivery of the
products to the agreed location has occurred,
the group no longer has physical possession,
usually will have a present right to payment
(as a single payment on delivery) and retains
none of the significant risks and rewards of
the goods in question.
The group provides one-year warranty on
products sold which require the group to
either replace or mend a defective product
during the warranty period if the goods fail
to comply with agreed-upon specifications.
In accordance with NZ IFRS 15, such
warranties are not accounted for as separate
performance obligations and hence no
revenue is allocated to them.
Revenue is stated net of the amount of goods
and services tax.
Revenue is derived from one product and the
geographic regions outlined in Note 5.
f. Other Income
The Research and Development tax offset
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.
g. 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
28
TruScreen Annual Report 2019
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.
h. 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
i. 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.
j. 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.
k. Financial Instruments
Financial assets
The Group classifies its financial assets
into one of the categories discussed below,
depending on the purpose for which the
asset was acquired. The Group ‘s accounting
policy for each category is as follows:
Amortised cost
These assets arise principally from
the provision of goods and services to
customers (e.g. trade receivables), but
also incorporate other types of financial
assets where the objective is to hold these
assets in order to collect contractual cash
flows and the contractual cash flows are
solely payments of principal and interest.
They are initially recognised at fair value
plus transaction costs that are directly
attributable to their acquisition or issue, and
are subsequently carried at amortised cost
using the effective interest rate method, less
provision for impairment.
Impairment provisions for current trade
receivables are recognised based on the
simplified approach within NZ IFRS 9 using a
provision matrix in the determination of the
lifetime expected credit losses. During this
process the probability of the non-payment
of the trade receivables is assessed. This
probability is then multiplied by the amount
of the expected loss arising from default
to determine the lifetime expected credit
loss for the trade receivables. For trade
receivables, which are reported net, such
provisions are recorded in a separate
provision account with the loss being
recognised within cost of sales in the
consolidated statement of comprehensive
income. On confirmation that the trade
receivable will not be collectable, the gross
carrying value of the asset is written off
against the associated provision.
Impairment provisions for receivables from
loans to related parties are recognised based
on a forward looking expected credit loss
model. The methodology used to determine
the amount of the provision is based on
whether there has been a significant increase
in credit risk since initial recognition of the
financial asset. For those where the credit
risk has not increased significantly since
initial recognition of the financial asset,
twelve month expected credit losses along
with gross interest income are recognised.
For those for which credit risk has increased
significantly, lifetime expected credit losses
along with the gross interest income are
recognised. For those that are determined
to be credit impaired, lifetime expected credit
losses along with interest income on a net
basis are recognised.
From time to time, the Group elects to
renegotiate the terms of trade receivables
due from customers with which it has
previously had a good trading history. Such
renegotiations will lead to changes in the
timing of payments rather than changes to
the amounts owed and, in consequence, the
new expected cash flows are discounted at
the original effective interest rate and any
resulting difference to the carrying value is
recognised in the consolidated statement of
comprehensive income (operating profit) as
part of the impairment expense.
The Group ‘s financial assets measured at
amortised cost comprise trade receivables,
cash and cash equivalents and related party
loans in the consolidated statement of
financial position.
Cash and cash equivalents includes cash in
hand, deposits held at call with banks, other
short term highly liquid investments with
original maturities of three months or less.
Financial liabilities
The Company/Group classifies its financial
liabilities into one of two categories,
depending on the purpose for which the
liability was acquired. The Company/Group’s
accounting policy for each category is
as follows:
Other financial liabilities
Other financial liabilities include the
following items:
Trade payables and borrowings, which
are initially recognised at fair value and
subsequently carried at amortised cost using
the effective interest method.
In the comparative period the Group
classified its financial instruments into the
following categories:
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.
29
TruScreen Annual Report 2019
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 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:
– Office Equipment - 16.67% and 50%
diminishing value; and
– Manufacturing Plant – 20% straight line.
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 of the Group is stated
at cost less any impairment losses and are
amortised on a 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 wholly 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
30
TruScreen Annual Report 2019
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.
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.
s. Effects of changes in
accounting policy
The nature of the adjustments resulting from
the adoption of NZ IFRS 15 Revenue from
Contracts with Customers and NZ IFRS 9
Financial Instruments are described below:
NZ IFRS 15 Revenue from Contracts with
Customers (NZ IFRS 15)
NZ IFRS 15 has replaced NZ IAS 18
Revenue (NZ IAS 18) and NZ IAS 11
Construction Contracts as well as various
interpretations previously issued by the NZ
IFRS Interpretations Committee. The new
standard addresses how the Company must
account for revenue related to contracts with
its customers, including new and amended
requirements with respect to, but not
limited to:
i) Whether revenue is recognised over-time
or at a point-in-time;
ii) the indicators to determine when revenue
is to be recognised;
The adoption of NZ IFRS 15 has not resulted
in a material change in the timing or amount
of reported revenue and therefore has
adopted NZ IFRS 15 on a fully retrospective
basis, with no change to prior period
comparative figures.
NZ IFRS 9 Financial Instruments (NZ
IFRS 9)
NZ IFRS 9 has replaced NZ IAS 39 Financial
Instruments: Recognition and Measurement
(NZ IAS 39). The new standard addresses:
(i) The classification, measurement and
de-recognition of financial assets and
financial liabilities;
(ii) Impairment of financial assets; and
(iii) Hedge accounting.
Based on the nature of the Company’s
financial asset and liability balances and
non-application of hedge accounting, there
has been no material impact to the financial
statements upon transition. The only change
in the classification of financial assets and
financial liabilities is that trade receivables,
and cash and cash equivalents have changed
from “loans and receivables”, to “at amortised
cost”.
The Group has used an exemption not to
restate comparative information for prior
periods with respect to classification and
measurement (including impairment)
requirements, therefore no change to prior
period comparative figures.
NZ IFRS 16 – Leases
NZ IFRS 16 is applicable to reporting periods
commencing on or after 1 January 2019.
Rental expense arises from the monthly
payment on two short term premises leases.
Truscreen has elected to treat these as a
short-term leases (as defined in NZ IFRS
16) and does 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 has had 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.
SIGNIFICANT
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”
• Revenue from Contracts with
Customers
The application of NZ IFRS 15: Revenue
from contracts with customers (NZ IFRS 15)
requires the Directors to apply significant
judgement in determining whether revenue
can be recognised in advance of the receipt
of cash.
The significant judgements adopted by the
Group in applying NZ IFRS 15 criteria include:
• Determining if a contract with the
customer exists;
• Determining if the entity can identify the
payment terms for the services; and
• Determining whether it is probable that
the entity will collect the consideration to
which it is entitled.
• 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.
• Warranty Provision
The Company provides a one year warranty
on its products. As the Company has a
limited number of units in operation and
has received no warranty claims to date, no
provision has been made for warranty claims.
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TruScreen Annual Report 2019
NOTE 3.
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
Note20192018
$$
Financial assets (held at amortised cost)
Cash and cash equivalents111,737,7751,212,454
Trade and other receivables
Other receivable12-2,276
Loan receivable1275,00075,000
Trade receivables subject to credit risk12187,504-
Total trade and other receivables262,50477,276
Total financial assets at amortised cost2,000,2791,289,730
Financial liabilities (held at amortised cost)
Financial liabilities at amortised cost:
Trade and other payables17437,032419,491
Borrowings626,501-
Total financial liabilities at amortised cost1,063,533419,491
Market Risk
Foreign currency risk
Foreign currency risk is the risk that price changes from fluctuating exchange rates will reduce the carrying amount of financial assets or increase
the carrying amount of financial liabilities. The Group operates internationally and is exposed to foreign exchange risk arising from various currency
exposures. Foreign exchange risk arises on certain cash and cash equivalents, receivables and liabilities denominated in foreign currencies.
This risk is managed by placing contracts for supply of product in the same currency as the sales of those products occur wherever possible.
The carrying amounts of the Group’s financial assets and liabilities denominated in currencies other than the functional currencies expressed in
$NZ at the reporting date are as follows:
AssetsLiabilities
2019201820192018
$$$$
USD720,580438,105--
GBP 19,71618,688--
32
TruScreen Annual Report 2019
Sensitivity analysis
The following table details the Group’s sensitivity to a 10% increase or decrease in NZD against the relevant foreign currencies. 10% is the
sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of a
reasonable possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary
items and adjusts their translation at the year-end for a 10% change in foreign currency rates. A positive number below indicates an increase in
profit where NZD weakens 10% against the relevant currency. For a 10% strengthening of NZD against the relevant currency, there would be an
equal and opposite impact on the profit, and the balances below would be negative.
Effect on profit after tax and equity: 10% weakening in NZD.
20192018
$$
USD80,10435,048
GBP2,0701,493
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$877,732 (2018: 1.50% of NZ$62,667) on cash held in AUD.
- 1.15% of NZ$117,791 (2018: 1.15% of NZ$643,281) on cash held in NZD.
- 0.50% of NZ$19,716 (2018: 0.50% of NZ$18,668) on cash held in GBP.
- Nil of NZ$720,580 (2018: Nil of NZ$438,105) 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
Note20192018
Cash at bank$$
S&P short term rating A-1+1,716,1041,193,254
S&P short term rating A-219,71618,668
111,735,8201,211,922
Details of the exposure to credit quality of receivables, the age of receivables that are past due and any impairment are disclosed in Note 12 to the
financial statements.
In relation to customer credit risk the Company will deal with established distributors, government or aid agencies sponsored by government.
33
TruScreen Annual Report 2019
The maximum exposure to credit risk from trade receivables subject to credit risk as at 31 March 2019 amounted to $187,504
(2018- $Nil) refer to Note 12.
Minimal credit risk arises from the other receivable – research and development tax offset being due from the Australian Government.
The loan receivable of $75,000 is subject to credit risk but is secured against 750,000 Truscreen Limited shares, and relates to an employee
– refer to note 12 & 23.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting obligations associated with financial liabilities that are settled by
delivering cash or another financial asset.
The table below shows the maturity analysis for the contractual undiscounted cash flows for financial liabilities:
Financial LiabilityCarrying amount
Total contractual
cash flows
Not later than
three months
Later than 3
months and not
later than 1 year
Group 2019$$$$
Trade and other payables437,032437,032410,26426,768
Borrowings626,501626,501-626,501
Financial LiabilityCarrying amount
Total contractual
cash flows
Not later than
three months
Later than 3
months and not
later than 1 year
Group 2018$$$$
Trade and other payables419,491419,491419,491-
The Company and Group manage liquidity risk by undertaking a rolling twelve month cash flow forecast monthly, and holding adequate cash and
cash equivalent assets.
(a) Fair value
The fair value of trade receivables, trade payables, loan receivable other receivables and cash and cash equivalents approximate their carrying
value due to the short term nature of these balances, and/or the balances being subject to market interest rates and regular impairment tests.
(b) Capital risk management
There are no external capital requirements.
The Group and the Company’s objectives when managing capital are to safeguard their ability to meet their liabilities as they fall due.
There were no changes in the Group’s approach to capital management during the year.
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TruScreen Annual Report 2019
NOTE 5.
SEGMENT INFORMATION
The Group operates in one operating segment. It owns the rights to the Truscreen Cervical Cancer screening system. The system comprises a
medical device and process designed to detect the presence in real time of precancerous and cancerous tissue on the cervix.
Revenues have been obtained from external customers (distributors) as follows:
20192018
$$
Information about products and services
Total Revenues from external customers1,862,949804,062
Information about geographical areas
Foreign country:
China1,018,658563,042
Russia374,86860,679
Zimbabwe145,107-
Mexico130,409100,036
Papua New Guinea170,306-
Others23,60180,305
1,862,949804,062
The basis for attributing revenues from external customers to individual countries is the location of the customer.
Note20192018
$$
Non-current assets other than financial assets by country in which the
entity holds those assets
Foreign country – Australia
Plant and equipment15379,9937,536
Intangible assets168,261,0638,944,813
Total non-current non-financial assets8,641,0568,952,349
The following customers contributed more than 10% of the Group’s revenue for the year ended 31 March 2019 and or 31 March 2018:
Domicile of Customer
20192018
$%$%
Mexico130,4096100,03612
China1,018,65847563,04270
Russia374,8681860,6798
No additional disclosure is required in the financial statements as the Group has one reportable segment.
35
TruScreen Annual Report 2019
NOTE 6. REVENUE
20192018
$$
Sales revenue - sale of goods¹
Wholesalers/distributors1,717,842804,062
Direct to customer145,107-
1,862,949804,062
Sales by product
SUS1,004,829436,485
Device858,120367,577
Total1,862,949804,062
Other income
Research and development tax offset²1,229,1211,354,075
Interest received11,85420,506
Other227-
1,241,2021,374,581
¹For a geographical breakdown of revenues see Note 5. Ownership of goods transfers to the distributor/customer on leaving Truscreen’s premises.
²For further detail with regard to the research and development tax offset, refer to note 1(g).
NOTE 7. EXPENSES
Note20192018
$$
Loss before income tax includes the following specific expenses:
Employee benefits expense
Wages and salaries857,1801,051,924
Staff superannuation – defined contribution plan7 a.93,302105,845
Provision for annual leave2,94141,156
Provision for long service leave30,47922,700
Directors fees26231,213180,332
Payroll tax15,61617,376
Other employee related9,915-
1,240,6461,419,333
Administration and other operating expenses include:
Fees for audit of financial statements for the year ended 31 March 87,00078,906
Prior year adjustment38,278-
Other assurance services-6,703
Total remuneration of auditors126,27885,609
Amortisation of intangible assets16528,207532,297
Depreciation of plant and equipment1537,5743,680
Total amortisation & depreciation565,781535,977
Truscreen Pty Limited is required, under Australian employment laws, to pay a prescribed
portion of each employee’s salary into a superannuation scheme.
36
TruScreen Annual Report 2019
NOTE 8.
INCOME TAX EXPENSE
20192018
$$
Loss for the year(3,380,454)(4,168,792)
Prima facie income tax saving using the applicable country’s tax rate 28% (2018 :28%) 946,5271,166,982
Impact of variation in foreign tax rates (27.50% for Aus.; 19% for UK) (2018 : 27.50% for Aus.;
19% for UK)
(16,637)(19,959)
Expenses not deductible for tax in the current period:(165,685)(106,160)
Not recognised as a deferred tax asset(764,205)(1,040,863)
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.
20192018
$$
Deductible temporary difference:
Foreign exchange losses612,868311,640
Other timing differences478,066204,605
1,090,934517,245
Unused tax losses8,500,8746,775,027
Total 9,591,8087,292,272
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
2019201920182018
GroupNumber$Number$
Balance at beginning of the year of fully paid ordinary shares202,152,62123,433,996190,329,16621,800,585
Ordinary shares issued
Share purchase plan7,411,9641,556,5005,609,375897,500
Exercise of options – note 21150,00018,9706,214,080621,408
Options cost related to options exercised---155,352
Shares issued via private placement7,142,8561,500,000
Share issue costs-(88,298)-(40,849)
Balance at 31 March216,857,44126,421,168202,152,62123,433,996
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.
37
TruScreen Annual Report 2019
Shares were issued during the:
a. current period:
i. via a share placement plan to professional and sophisticated investors (7,142,856 ordinary shares at 21 cents per share)
ii. via a share purchase plan to eligible investors (7,411,964 ordinary shares issued at 21 cents per share.)
iii via the exercise of 150,000 options being exercised at 10 cents per share
b. prior period:
i. via a share purchase plan to 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 an administration process of the Companies register that took 10
working days via the exercise of 150,000 options being exercised at 10 cents per share
NOTE 10.
EARNINGS PER SHARE
20192018
Basic and Diluted loss per share:
Net loss attributable to shareholders(3,380,454)(4,168,792)
Weighted average number of ordinary shares on issue209,777,821195,565,005
Basic loss per share (cents) (based on weighted average number of shares on issue)(1.56)(2.1)
Options are anti-dilutive and reduce the loss per share.
NOTE 11.
CASH AND CASH EQUIVALENTS
20192018
$$
Cash on hand1,955532
Cash at bank1,735,8201,211,922
1,737,7751,212,454
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.
NOTE 12.
TRADE AND OTHER RECEIVABLES
20192018
$$
CURRENT
Other receivables
Research and development tax offset (see Note 18)1,070,5181,312,180
Other-2,276
1,070,5181,314,456
Loan receivable75,00075,000
Trade receivables subject to credit risk187,504-
1,333,0221,389,456
38
TruScreen Annual Report 2019
No interest is charged on receivables.
Refer to Note 6 regarding income from the research and development tax offset.
The loan receivable is on commercial terms to assist the CEO in exercising options to purchase ordinary shares, interest is charged at 5.25% per
annum. The loan agreement has been varied and has no fixed repayment date.
The Group normally allows up to 30 days credit to its trade customers. The Group has allowed extended credit to the customer in Zimbabwe
where political unrest resulted in short term difficulties in remitting foreign exchange, and to a customer in China pending the remediation, now
completed, of a number of Truscreen devices. The Group has not recognised revenue on the Zimbabwe sale in the amount of $280,000 which is
still to be received.
The aging analysis of trade receivables past due but not impaired is as follows:
Consolidated
Group(Days Overdue)
20191 – 60 days90 – 180 daysOver 180 daysTotal past due
Within Initial
Trade terms
$$$$$
Other receivables----1,070,518
Trade receivables subject
to credit risk
-
-
-187,504187,504
Loan receivable
----75,000
---187,5041,333,022
20181 – 60 days90 – 180 daysOver 180 daysTotal past due
Within Initial
Trade terms
$$$$$
Other receivables----1,314,456
Loan receivable----75,000
----1,389,456
As of 31 March 2019, no trade receivables were impaired and provided for.
No collateral is held over trade and other receivables.
NOTE 13.
INVENTORIES
20182017
$$
Finished goods at cost136,978401,185
Work in progress645,048-
782,026401,185
39
TruScreen Annual Report 2019
NOTE 14.
INTERESTS IN SUBSIDIARIES
Subsidiaries are:
Name of Subsidiary
Principal Place
of Business
Ownership Interest held by the group
20192018
Truscreen Pty LimitedAustralia100%100%
Truscreen Ltd (UK)UK100%100%
TruScreen S. de R.L. de C.V. Mexico100%100%
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 2019 TruScreen Ltd (UK) made no sales.
TruScreen S. de R.L. de C.V. is non-operating.
NOTE 15.
PLANT AND EQUIPMENT
Note20192018
$$
Plant and equipment at cost 430,79420,763
Accumulated depreciation(50,801)(13,227)
379,9937,536
Movements in the carrying amount for each class of plant and equipment are as follows:
20192018
$$
Opening net book value7,5368,275
Additions410,0313,110
Depreciation charge7(37,574)(3,680)
Foreign currency reserve movement-(169)
Closing net book value 379,9937,536
40
TruScreen Annual Report 2019
NOTE 16.
INTANGIBLE ASSETS
Note
Intellectual
Property
Development
cost
Total
$$$
Cost
Opening balance 1 April 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
Net exchange differences arising on the translation of the financial
statements into the presentation currency
(135,666)(48,527)(184,193)
Balance as at 31 March 20197,454,3062,799,13710,253,443
Accumulated Amortisation
Balance as at 1 April 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)
Amortisation recognised during the period7(384,905)(143,302)(528,207)
Net exchange differences arising on the translation of the financial
statements into the presentation currency
23,1855,46528,650
Balance as at 31 March 2019(1,569,776)(422,604)(1,992,380)
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
Balance as at 31 March 20195,884,5302,376,5338,261,063
Intellectual property acquired is carried at
cost less accumulated amortisation and
impairment losses.
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 15 years and 8 months
useful life remained on 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
17 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 Impairment (‘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 Director’s 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.
The revenue 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.
Key elements of the Review
• In compliance with NZ IAS 36 requirements,
the directors have prepared a value in use
valuation and a fair value less cost to sell
valuation in order to test for impairment.
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
41
TruScreen Annual Report 2019
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;
• Revenue growth forecast at Yr 1 386%, Yr 2
80%, Yr 3 to Yr 5 100%
• Gross margin forecast at 31% for Yr 1 and
Y2, and 35% for Yr 3 to Yr 5
• Terminal growth rate of 2% (2018:
2%), based on long term economic
growth prospects;
• Achievement probabilities: 60% in year
1 to 21.5% in year 5 (2018: 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 12.78%
and 18.45% (average applied 15.62%)
(2018: 13.4% and 19.07%) (Average applied
16.4%) 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 $19.2m (2018: $27.7m). The carrying
value of the CGU is $9.46m (2018:
$10.4m), including the carrying value of the
Intangible Assets of $8.3m (2018: $8.9m).
• Hence, the headroom based on the value in
use estimate is $9.7m (2018: $17.6m) 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 market (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;
• Sales growth forecast at Yr 1 386%, Yr 2
80% and Yr 3 to Yr 5 100%
• Gross margin forecast at 31% for Yr 1 and
Yr 2, and 35% for Yr 3 and Yr 5
• Achievement probabilities: 60% in year 1 to
21.5% in year 5 (2018: 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 15.62% (2018:
16.24%), 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 (2018: 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 $22.5m.
• This provides support for the DFCF
approach valuation estimate of $19.2m.
Sensitivity Analysis
• Under the DFCF approach, the value in use
hypothetically reduces to the carrying value
of $9.46m when either:
a) The probability of success reduced to
approximately 4% in the first year of
projection and 9.2% in the last year of
projection or;
b) the reduction in the probability of
success 10% each year; or
c) The post-tax WACC increased to
approximately 24.8%.
Review Conclusion
• The Directors have considered the
DFCF valuation estimate of $19.2m, the
headroom of $9.7m 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
$8.3m carrying value of the Truscreen
Intangible Assets is not impaired as at 31
March 2019.
NOTE 17.
TRADE & OTHER PAYABLES
20192018
$$
CURRENT
Other payables and accruals437,031419,491
Other payables and accruals are interest free and payable generally on credit terms of 30 days from receipt of goods or services.
42
TruScreen Annual Report 2019
NOTE 18.
BOROWINGS
20192018
$$
CURRENT
Borrowings626,501-
The Group has financed a portion of the expected Research and Development tax offset in the amount of Australian dollars 600,000. The loan will
be repaid on the earlier of the group receiving the 2019 research and development tax offset from the Australian Taxation Office or 31 October
2019 (See Note 12 for research and development tax offset receivable).
The Group has granted the lender a primary security interest, over the tax offset receivable, and the loan carries an interest rate of 1.25% per month
on amounts drawn.
NOTE 19.
EMPLOYEE LIABILITIES
20182017
$$
CURRENT
Employee liabilities 109,925109,162
NON-CURRENT
Employee liabilities 51,49922,314
161,424131,476
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 20. 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.
NOTE 21.
SHARE BASED PAYMENTS – OPTIONS
A summary of the movements in share options issued are as follows:
2019201920182018
#$#$
Options premium on issue at start of period150,0003,9706,900,000172,800
Cost of options exercised, shares issued – note 9(150,000)(3,970)(6,214,080)(155,352)
Options lapsed--(535,920)(13,478)
Options on issue and exercisable at the end of the period--150,0003,970
All options had vested and were exercisable at 31 March 2018. All options were exercised by 31 March 2019.
43
TruScreen Annual Report 2019
NOTE 22.
CASH FLOW INFORMATION
Note20192018
$$
Reconciliation of cash flow from operations with loss after income tax
Loss for the period(3,380,454)(4,168,792)
Adjusted for:
Depreciation and amortization565,782535,977
Unrealised exchange difference arising from translating loss items
at the date of transaction
253,750243,810
Operating cash flows before working capital changes(2,560,922)(3,389,005)
(Increase)/Decrease in trade and other receivables56,434(305,268)
Decrease/(Increase) in goods and services taxes recoverable125,514(86,454)
Decrease in prepayments34,00464,591
(Increase)/Decrease in inventory(380,841)23,295
Increase/(Decrease) in trade and other payables17,543(95,221)
Increase in employee liabilities29,94758,871
Net cash to operating activities(2,678,321)(3,729,191)
NOTE 23.
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 26 - 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:
A loan on commercial terms of $75,000 was made to the CEO, Mr Martin Dillon, in the year ended 31 March 2018 – refer to note 12.
(ii) Other related parties
Professor Jones is a member of the medical advisory board. Professor Jones was paid $16,700 (2018: $2,009) for his services as a member of the
medical advisory board.
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. This agreement terminated in November 2018.
44
TruScreen Annual Report 2019
The following fees were paid to Ure Lynam & Co.
Nature of fees20192018
$$
Accounting services264,396264,012
Accounting services included above, unpaid at period end-143,859
Consulting and advisory services-72,559
Consulting and advisory services, unpaid at period end-25,000
Serviced offices72,32497,471
336,720434,042
NOTE 24.
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.
No warranty claims have been made to date.
As no history of warranty claims is available, no reliable estimate can be made of future warranty claims.
NOTE 25.
EVENTS SUBSEQUENT TO REPORTING DATE
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 2019.
45
TruScreen Annual Report 2019
NOTE 26.
KEY MANAGEMENT PERSONNEL COMPENSATION
The totals of remuneration paid to key management personnel (KMP) of the Group during the period are as follows:
20192018
$$
Short-term employment benefits – Directors fees231,213180,332
Mr. Martin Dillon (CEO)
Short-term employee benefits - Salary215,272216,779
Post-employment benefits – Superannuation20,45122,755
Total employment benefits235,723239,534
Total466,936419,866
Mr. Dillon’s employment benefits were paid by Truscreen Pty Limited, a subsidiary.
Directors fees were paid by Truscreen Limited, to the directors of the parent entities as follows:
Director20192018
$$
Anthony Ho33,563-
Robert Hunter52,50065,000
Christopher Horn40,00040,000
Christopher Lawrence40,0006,666
Ronald Jones40,00016,666
Con Hickey25,150-
Tim Preston-21,500
Sean Joyce-30,500
231,213180,332
Dr Ronald Jones was paid a further $16,700 as a member of the medical advisory committee.
NOTE 27.
COMMITMENTS
The Group has lease commitments in the amount of $99,377 for premises leases which expire on 17 December 2019 and 20 December 2019.
BDO Auckland
INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF TRUSCREEN LIMITED
Report on the Audit of the Consolidated Financial Statements
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 2019,
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 2019, 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”) and International Financial Reporting Standards (‘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 $3,380,454 during the year ended 31 March 2019 and generated an
operating and investing cash out flows of $3,088,352. 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, and we do
not provide a separate opinion on these matters. In addition to the matters 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.
BDO Auckland
Key Audit Matter
How The Matter Was Addressed in Our Audit
NZ IFRS 15 – Revenue from Contracts with Customers
As disclosed in Note 1, the Group has adopted NZ IFRS 15
Revenue from Contracts with Customers (“NZ IFRS 15”) in
the year ended 31 March 2019. The adoption of NZ IFRS 15
is significant to the financial statements, due to the
judgement required by the Directors in assessing whether
transactions meet the criteria for recognition under NZ
IFRS 15.
On the 20
th
of September 2018, the Group invoiced
$425,107 of goods to a customer in Zimbabwe on 45 day
terms. At the date the invoice was raised, Zimbabwe, and
therefore the customer, faced a number of economic
challenges, including issues affecting the ability to pay
foreign currency creditors as a result of US dollar currency
restrictions.
It was determined that the transaction did not meet NZ
IFRS 15 recognition criteria, as at the time of invoicing it
was not probable that the Group would be able to collect
the consideration to which it was entitled.
The Group received payments of $110,166 from the
customer before reporting date, which have been
recognised as revenue. The balance of $314,941 has not
been recognised in the financial statements.
We reviewed management’s assessment of the
application of NZ IFRS 15 as it related to the Zimbabwe
transaction. This included:
- Assessing whether, at the time the sale was made, it
was probable that the consideration would be collected.
-Obtaining an understanding of the sequence of events
leading to the sale.
-Inspecting information that management used in its
assessment of the probability of collection.
-Researching Zimbabwe’s economic environment and
the potential impact that the shortage of foreign
currency might have on the repayment of the amount
due. This included consultation with our network firm in
Zimbabwe.
- Reviewing correspondence between the Group and the
purchaser in relation to the sale.
BDO Auckland
Key Audit Matter
How The Matter Was Addressed in Our Audit
Impairment assessment of definite life intangible assets
Intangible Assets have a carrying value of $8,261,063 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 recoverable value during impairment testing
under NZ IAS 36 Impairment of Assets ('NZ IAS 36').
To derive recoverable value, the Directors have undertaken
an impairment review which considers valuation models
developed by management and their expert. The
impairment review, prepared under NZ IAS 36 considered
both a discounted free cash flow and a revenue exit
multiple valuation. The models, and the resulting valuation
estimates, are inherently subjective.
The determination of recoverable amount under NZ IAS 36
requires the use of judgements and estimates when
formulating assumptions underpinning forecast cashflow.
Achievement of 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 in a number of countries. The Group
has failed to achieve forecasts to date. This raises the risk
of impairment arising in respect of the Intangible Assets.
Further disclosure regarding the Group’s intangible assets
and valuation processes can be found in Note 16.
To assess whether the Group should recognise any
impairment to the intangible assets we:
Confirmed the methodologies adopted in the models
were consistent with accepted valuation
approaches.
Tested the calculations within the valuation models
and evaluated the resulting valuation estimates.
Challenged the reasonableness of the assumptions
underpinning the revenue and net cash flow
projections included in the valuation models. We
agreed the basis for assumptions to external sources
of information where available.
Engaged Auditor's Experts to assess the valuation
methodologies and to evaluate the reasonableness
of key inputs.
Assessed Management's sensitivity analysis and the
change in key assumptions (individually) that would
be required for the Truscreen Cash Generating Unit
to be impaired. We considered the likelihood of such
a change in those assumptions occurring.
Assessed the Group’s implied enterprise valuation
with the most recent capital raises undertaken by
the Group.
BDO Auckland
Key Audit Matter How The Matter Was Addressed in Our Audit
Recognition and measurement of Research & Development (“R&D”) Grant
The Group has recognised $1,229,121 in R&D Grant income
and a corresponding $1,070,518 receivable in its financial
statements as at 31 March 2019.
The R&D Grant allows the Group to claim 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 material to the financial statements and
is a key audit matter because it involves the use of
significant management judgement to determine both the
nature of the costs incurred and their eligibility to be
claimed as part of the R&D Grant. Market risk exists
surrounding Review Agency audits of R&D tax claims
(AusIndustry and ATO) and in some instances their claw
back of historic R&D claims.
In assessing the measurement of the R&D grant reported,
Management engaged an expert to quantify the R&D claim
recognised as receivable at reporting date.
Management's expert inspected the Group's records to
identify and quantify costs which are deemed to be eligible
for claim. The R&D grant claim is subject to pre-approvals
on the Group's R&D activities from AusIndustry before a
claim can be made to recover the eligible R&D costs.
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. The Company
is yet to submit its claim for the 31 March 2019 tax period.
Further disclosure regarding the R&D grant receivable is
included in Notes 6 and 12 to the financial statements.
Our procedures included the following:
We evaluated the R&D claim by inspecting relevant
certifications to support the eligibility of the Group's
R&D activities for the 12 month period ended 31 March
2019.
We obtained and analysed the evidence provided by
Management and Management's expert to support the
carrying value of the R&D grant receivable and the
resulting R&D grant claimed.
We engaged an auditor's expert to assess the
measurement and recognition of the R&D Grant claim
and the Group's entitlement to it.
We obtained evidence of the Group’s pre-approval of
R&D activities, awarded by AusIndustry.
We evaluated the competence and objectivity of the
independent expert used by management.
We discussed with Management's and the Auditor's
experts the risks facing current and historic R&D claims
and their expectation on recovery.
We researched media coverage in respect of the ATO's
audits and in some instances, claw-back of previously
paid R&D claims.
We discussed with Management's expert the basis used
to claim eligible costs under the R&D grant and their
expectation in respect of the R&D claim's approval and
recoverability.
We assessed the Group’s history in lodging and receiving
successful claims.
BDO Auckland
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 are 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.
In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing (refer note 1.a), as applicable, 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.
Key Audit Matter
How The Matter Was Addressed in Our Audit
Capitalisation of property, plant and equipment (‘Pilot Plant’)
In Note 15 to the consolidated financial statements,
the Group recognised additions of $410,031. Included
within additions is a Pilot Plant asset with a carrying
value as at 31 March 2019 of $379,993.
The capitalisation of the Pilot Plant is material to the
financial statements and is a key audit matter because
of the judgement exercised by Management when
capitalising related costs during the set up and
deployment of the Pilot Plant.
Management considered under NZ IAS 16 Property
Plant and Equipment the appropriateness of costs
capitalised in the Pilot Plant. Their consideration
included:
The nature of the costs capitalised to bring
the Pilot Plant to its working condition;
The economic benefit expected to be derived
from the Pilot Plant; and
The useful life of the Pilot Plant.
Management considered whether any indicators
existed that could mean the Pilot Plant is impaired
under NZ IAS 36 Impairment of Assets.
Management provided information and supporting
documentation on their consideration when capitalising costs
associated with the Pilot Plant.
We evaluated Management's assessment by:
Observing the Plant's existence and operation;
Agreeing amounts capitalised to supporting
documentation and assessing the reasonableness of
costs capitalised; and
Where labour was capitalised, inspecting
employment agreements associated with capitalised
staff costs and obtaining support for time capitalised.
We obtained and reviewed an assessment from Management to
support the useful life applied to the Pilot Plant.
We reviewed the impact that the Pilot Plant had in supporting
forecast growth and obtained confirmation from Management
of the units produced by the Pilot Plant to date.
BDO Auckland
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 Richard Croucher.
For and on behalf of:
BDO Auckland
Auckland
28 06 2019
50
TruScreen Annual Report 2019
53
TruScreen Annual Report 2019
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 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, 2019.
COMPLIANCE
TThe 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) 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
5
4
TruScreen Annual Report 2019
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, 2019 there were
6 Directors on the board, and one alternate
Director. All Directors 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 Directors Report section of
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: Anthony Ho, Chris
Horn, Ron Jones, and Con Hickey;
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
Chairman and the Chairs of the Audit,
Finance & Risk Committee and the
Remuneration & Nomination Committee are
independent directors.
In terms of the NZX 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:
-
appointment of the Chief Executive Officer
and monitoring his/her performance;
-
appr
oval of the Company’s objectives and
values;
-
activ
e 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 of 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 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.
Board Processes
The Board has a regular meeting schedule
complemented by regular electronic and
telephone communication. The Board
meetings and circular resolutions taken by
the board are set out in the Directors Report.
55
TruScreen Annual Report 2019
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, 2019.
The Committee is satisfied that the Company,
and the CEO, has 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, Con Hickey 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, 2019.
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
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.
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, 2019 the current Directors’ fee pool
limit is NZ$265,000.
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.
5
6
TruScreen Annual Report 2019
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
27 September 2018, 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;
-
r
egular 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.
57
TruScreen Annual Report 2019
SHAREHOLDER
INFORMATION
ISSUED CAPITAL AS AT 10 JUNE 2019
TRU (NZL)216 , 8 5 7, 4 41
Current Holders929
INVESTOR DOMICILE AT 10 JUNE 2019
Holders
New Zealand888
Rest of World41
Issued Capital
New Zealand152,160,758
Rest of World64,696,683
INVESTOR RANGES TRU(NZL)
AS AT 10 JUNE 2019
TOP 20 SHAREHOLDERS
Top 20 Shareholder
Number
of shares
%
of capital
Consolidated Nominees Pty Ltd29,539,90013.62
Browns Island Holdings Limited20,000,0009.22
Waitara Trustees Limited16,622,2227.67
Lah Investment Co Pty Ltd10,062,5004.64
Consolidated Nominees Pty Ltd10,062,5004.64
Albert Nominees Limited10,000,0004.61
Idl Trustee Limited9,850,0004.54
New Zealand Central Securities
Depository Limited
9,456,6354.36
Masfen Securities Limited8 , 0 3 7, 3 813.71
Forsyth Barr Custodians Limited7, 67 1, 42 93.54
Custodian Nominee Company Limited4,329,7892.00
Leveraged Equities Finance Limited2,397,9201.11
Michael Jeremy Thomas Stokes2,250,0001.04
Samuel Hamish Macdonald2,080,0000.96
James Winston Hunter & Elizabeth
Henderson Hunter
1,876,6000.87
Valerie Anne Hunter1,685,9200.78
Christopher Lawrence Horn & Marilyn
Gai Horn
1,550,0000.71
Martin James Dillon1,500,0000.69
Mark David John Williams1,321,4290.61
FNZ Custodians Limited1,300,8510.60
Stuart Macintosh & Denise Macintosh1,15 0,6190.53
100,001
and over
50,001
– 100,000
10,001
– 50,000
5,001
– 10,000
1,001
– 5,000
1-1,0000.86%
21.31%
14.21%
35.31%
10.87%
17.44%
C/- HLB Mann Judd Limited,
Level 6, Equitable House
57 Symonds Street, Grafton,
Auckland, New Zealand
e: info@TruScreen.com
t: +61 2 8999 3896
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.
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