Exhibit 99.1
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Immuron Limited
ABN 80 063 114 045
Interim financial report
for the half-year 31 December 2018
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Immuron LimitedABN 80 063 114 045
Interim financial report - 31 December 2018
This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2018 and any public announcements made by Immuron Limited.
Immuron Limited
Corporate directory
Directors | Dr. Roger Aston |
| Independent Non-executive chairman |
| |
| Mr. Peter Anastasiou |
| Executive vice chairman |
| |
| Mr. Daniel Pollock |
| Independent non-executive director |
| |
| Mr. Stephen Anastasiou |
| Independent non-executive director |
| |
| Prof. Ravi Savarirayan |
| Independent non-executive director |
| |
| Mr. Richard Berman (appointed 1 July 2018) |
| Independent non-executive director |
| |
Secretary | Mr. Phillip Hains |
| |
Chief Executive Officer | Dr. Gary S Jacob (appointed 16 November 2018) |
| |
Registered Office | Level 3, 62 Lygon Street |
| Carlton VIC 3053 |
| Australia |
| Telephone: +61(0)3 9824 5254 |
| Facsimile: +61(0)3 9824 5254 |
| |
Principal Place of Business | Unit 10, 25 - 37 Chapman Street |
| Blackburn North VIC 3130 |
| Australia |
| Telephone: +61 (0)3 9824 5254 |
| Facsimile: +61 (0)3 9822 7735 |
| |
Share Registry - United States | Bank of New York |
| 225 Liberty Street |
| New York, NY 102286 |
| United States of America |
| Telephone: +1 212 495 1784 |
| |
Share Registry - Australia | Security Transfer Registrars Pty Ltd |
| 770 Canning Highway |
| Applecross WA 6153 |
| Australia |
| Telephone: +61 (0)8 9315 2333 |
| Facsimile: +61 (08) 9315 2233 |
| |
Auditor - Australia and United States | Grant Thornton Audit Pty Ltd |
| Collins Square, Tower 5 727 Collins Street |
| Melbourne VIC 3008 |
| Australia |
| Telephone: +61 (0)3 8320 2222 |
| |
Solicitors - Australia | Francis Abourizk Lightowlers (FAL) |
| Level 14, 114 William Street |
| Melbourne VIC 3000 |
| Australia |
| Telephone: +61 (0)3 9642 2252 |
Immuron Limited
Corporate directory
(continued)
Solicitors - United States | Carter Ledyard and Milburn LLP |
| 2 Wall Street |
| New York NY 10005 |
| United States of America |
| Telephone: +1 212 238 8605 |
| |
| Sheppard Mullin |
| 30 Rockefeller Plaza |
| New York NY 10112-0015 |
| United States of America |
| Telephone: +1 212 653 8700 |
| |
Bankers | National Australia Bank (NAB) |
| 330 Collins Street |
| Melbourne VIC 3000 |
| Australia |
| |
Securities exchange listings | Australian Securities Exchange (Code: IMC) |
| NASDAQ Exchange (Code: IMRN) |
| |
Websites | www.immuron.com.au |
| www.travelan.com.au |
Immuron Limited
Condensed consolidated statement of comprehensive income
For the half-year 31 December 2018
(unaudited)
| | | | | | Consolidated entity | |
| | | Notes | | | | 31 December 2018 $ | | | | 31 December 2017 $ | |
| | | | | | | | | | | | |
Revenue from continuing operations | | | | | | | | | | | | |
Sales of goods | | | 7 | | | | 978,233 | | | | 919,138 | |
Total operating revenue | | | | | | | 978,233 | | | | 919,138 | |
| | | | | | | | | | | | |
Cost of goods sold | | | | | | | (231,479 | ) | | | (195,356 | ) |
Gross profit | | | | | | | 746,754 | | | | 723,782 | |
| | | | | | | | | | | | |
Direct selling costs | | | | | | | | | | | | |
Sales and marketing costs | | | | | | | (198,652 | ) | | | (145,150 | ) |
Freight costs | | | | | | | (133,659 | ) | | | (89,125 | ) |
| | | | | | | 414,443 | | | | 489,507 | |
| | | | | | | | | | | | |
Other income | | | 7 | | | | 310,436 | | | | 1,387,039 | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Research and development | | | | | | | (514,388 | ) | | | (1,540,436 | ) |
Marketing and promotion | | | | | | | (246,520 | ) | | | (238,192 | ) |
Consulting, employee and director | | | | | | | (1,068,378 | ) | | | (815,232 | ) |
Other corporate administrative | | | | | | | (385,455 | ) | | | (829,999 | ) |
Travel and entertainment expenses | | | | | | | (89,391 | ) | | | (174,987 | ) |
Depreciation | | | | | | | (2,646 | ) | | | (2,277 | ) |
Finance fee costs | | | | | | | — | | | | (3,767 | ) |
Impairment of inventory | | | | | | | — | | | | (163,600 | ) |
Loss before income tax | | | | | | | (1,581,899 | ) | | | (1,891,944 | ) |
| | | | | | | | | | | | |
Income tax expense | | | | | | | — | | | | — | |
Loss from continuing operations | | | | | | | (1,581,899 | ) | | | (1,891,944 | ) |
| | | | | | | | | | | | |
Other comprehensive income | | | | | | | | | | | | |
Item that may be reclassified to profit or loss | | | | | | | | | | | | |
Exchange differences on translation of foreign operations | | | 2 | (b) | | | (112,270 | ) | | | 28,281 | |
Total comprehensive loss for the period | | | | | | | (112,270 | ) | | | 28,281 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Total comprehensive income for the period is attributable to: | | | | | | | | | | | | |
Owners of Immuron Limited | | | | | | | (1,694,169 | ) | | | (1,863,663 | ) |
| | | | | | | Cents | | | | Cents | |
| | | | | | | | | | | | |
Earnings per share for profit attributable to the ordinary equity holders of the Company: | | | | | | | | | | | | |
Basic loss per share | | | 9 | | | | (1.2 | ) | | | (1.5 | ) |
Diluted loss per share | | | 9 | | | | (1.2 | ) | | | (1.5 | ) |
The above condensed consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
Immuron Limited
Condensed consolidated balance sheet
As at 31 December 2018
| | | | | | Consolidated entity | |
| | | Notes | | | | 31 December 2018 (unaudited) $ | | | | 30 June 2018
$ | |
| | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | |
Cash and cash equivalents | | | | | | | 4,190,259 | | | | 4,727,430 | |
Trade and other receivables | | | | | | | 643,206 | | | | 1,683,305 | |
Inventories | | | 8 | | | | 530,495 | | | | 497,902 | |
Other current assets | | | | | | | 239,695 | | | | 141,800 | |
Total current assets | | | | | | | 5,603,655 | | | | 7,050,437 | |
| | | | | | | | | | | | |
Non-current assets | | | | | | | | | | | | |
Property, plant and equipment | | | | | | | 17,737 | | | | 20,384 | |
Inventories | | | 8 | | | | 2,075,683 | | | | 2,171,867 | |
Total non-current assets | | | | | | | 2,093,420 | | | | 2,192,251 | |
| | | | | | | | | | | | |
Total assets | | | | | | | 7,697,075 | | | | 9,242,688 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | |
Trade and other payables | | | | | | | 403,521 | | | | 689,326 | |
Employee benefit obligations | | | | | | | 117,713 | | | | 114,012 | |
Total current liabilities | | | | | | | 521,234 | | | | 803,338 | |
| | | | | | | | | | | | |
Total liabilities | | | | | | | 521,234 | | | | 803,338 | |
| | | | | | | | | | | | |
Net assets | | | | | | | 7,175,841 | | | | 8,439,350 | |
| | | | | | | | | | | | |
EQUITY | | | | | | | | | | | | |
Issued capital | | | 2 | (a) | | | 58,442,043 | | | | 58,372,043 | |
Reserves | | | 2 | (b) | | | 2,756,727 | | | | 2,606,722 | |
Accumulated losses | | | | | | | (54,022,929 | ) | | | (52,539,415 | ) |
| | | | | | | | | | | | |
Total equity | | | | | | | 7,175,841 | | | | 8,439,350 | |
The above condensed consolidated balance sheet should be read in conjunction with the accompanying notes.
Immuron Limited
Condensed consolidated statement of changes in equity
For the half-year 31 December 2018
(unaudited)
| | | | | | | | | | | | |
| | Attributable to owners of Immuron Limited | | | | |
Consolidated entity | | Issued capital $ | | | Reserves $ | | | Accumulated losses $ | | | Total equity $ | |
| | | | | | | | | | | | |
Balance at 1 July 2017 | | | 53,632,995 | | | | 2,470,417 | | | | (49,528,486 | ) | | | 6,574,926 | |
| | | | | | | | | | | | | | | | |
Loss for the period | | | — | | | | — | | | | (1,891,944 | ) | | | (1,891,944 | ) |
Other comprehensive income | | | — | | | | 28,281 | | | | — | | | | 28,281 | |
Total comprehensive income for the half-year | | | — | | | | 28,281 | | | | (1,891,944 | ) | | | (1,863,663 | ) |
| | | | | | | | | | | | | | | | |
Transactions with owners in their capacity as owners: | | | | | | | | | | | | | | | | |
Contributions of equity, net of transaction costs | | | 213,396 | | | | — | | | | — | | | | 213,396 | |
Options and warrants issued/expensed | | | — | | | | 59,512 | | | | — | | | | 59,512 | |
| | | 213,396 | | | | 59,512 | | | | — | | | | 272,908 | |
| | | | | | | | | | | | | | | | |
Balance at 31 December 2017 | | | 53,846,391 | | | | 2,558,210 | | | | (51,420,430 | ) | | | 4,984,171 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Balance at 1 July 2018 as originally presented | | | 58,372,043 | | | | 2,606,722 | | | | (52,539,415 | ) | | | 8,439,350 | |
| | | | | | | | | | | | | | | | |
Loss for the period | | | — | | | | — | | | | (1,581,899 | ) | | | (1,581,899 | ) |
Other comprehensive income | | | — | | | | (112,270 | ) | | | — | | | | (112,270 | ) |
Total comprehensive income for the half-year | | | — | | | | (112,270 | ) | | | (1,581,899 | ) | | | (1,694,169 | ) |
| | | | | | | | | | | | | | | | |
Transactions with owners in their capacity as owners: | | | | | | | | | | | | | | | | |
Contributions of equity, net of transaction costs | | | 70,000 | | | | — | | | | — | | | | 70,000 | |
Options and warrants issued/expensed | | | — | | | | 360,660 | | | | — | | | | 360,660 | |
Lapse of unexercised options | | | — | | | | (98,385 | ) | | | 98,385 | | | | — | |
| | | 70,000 | | | | 262,275 | | | | 98,385 | | | | 430,660 | |
| | | | | | | | | | | | | | | | |
Balance at 31 December 2018 | | | 58,442,043 | | | | 2,756,727 | | | | (54,022,929 | ) | | | 7,175,841 | |
The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Immuron Limited
Condensed consolidated statement of cash flows
For the half-year 31 December 2018
(unaudited)
Condensed consolidated statement of cash flows
| | | | | | Consolidated entity | |
| | | Notes | | | | 31 December 2018 $ | | | | 31 December 2017 $ | |
| | | | | | | | | | | | |
Cash flows from operating activities | | | | | | | | | | | | |
Receipts from customers (inclusive of GST) | | | | | | | 1,138,524 | | | | 1,184,856 | |
Payments to suppliers and employees (inclusive of GST) | | | | | | | (2,753,669 | ) | | | (4,367,410 | ) |
Interest received | | | | | | | 39 | | | | 43 | |
Other - R&D tax concession refund and other government grants | | | | | | | 1,190,205 | | | | — | |
Interest and other costs of finance paid | | | | | | | — | | | | (3,767 | ) |
Net cash outflow from operating activities | | | | | | | (424,901 | ) | | | (3,186,278 | ) |
| | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | |
Payments for property, plant and equipment | | | | | | | — | | | | (2,180 | ) |
Net cash outflow from investing activities | | | | | | | — | | | | (2,180 | ) |
| | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | |
Repayment of borrowings | | | | | | | — | | | | (243,950 | ) |
Capital raising costs | | | | | | | — | | | | (1,934 | ) |
Net cash outflow from financing activities | | | | | | | — | | | | (245,884 | ) |
| | | | | | | | | | | | |
Net (decrease) in cash and cash equivalents | | | | | | | (424,901 | ) | | | (3,434,342 | ) |
Cash and cash equivalents at the beginning of the financial year | | | | | | | 4,727,430 | | | | 3,994,924 | |
Effects of exchange rate changes on cash and cash equivalents | | | | | | | (112,270 | ) | | | 28,281 | |
Cash and cash equivalents at end of the half-year | | | | | | | 4,190,259 | | | | 588,863 | |
The above condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Immuron Limited
Notes to the condensed consolidated financial statements
31 December 2018
| 1 | Segment and revenue information |
(a) | Description of segments |
The entity has identified its operating segments based on the internal reports that are reviewed and used by the executive management team in assessing performance and determining the allocation of resources.
The executive management team considers the business from both a product and a geographic perspective and has identified three reportable segments.
Research and Development (R&D) | Income and expenses directly attributable to the Company’s research and development projects performed in Australia, Israel and United States. |
| |
HyperImmune Products | Income and expenses directly attributable to Travelan activities which occur in Australia, New Zealand, US and Canada. In 2018, the Company earned 67%, 1% and 32% of its revenues from customers located in Australia, Canada and US, respectively. In 2017, the Company earned 66%, 0% and 34% of its revenues from customers located in Australia, Canada and US, respectively. |
| | Research & Development | | | HyperImmune Products | | | Unallocated Corporate | | | Total | |
Consolidated entity 31 December 2018 (unaudited) | | | | | | | | | | | | | | | | |
| | | $ | | | | $ | | | | $ | | | | $ | |
| | | | | | | | | | | | | | | | |
Segment revenue and other income | | | | | | | | | | | | | | | | |
Revenue from external customers | | | — | | | | 978,233 | | | | — | | | | 978,233 | |
R&D tax concession refund | | | 310,166 | | | | — | | | | — | | | | 310,166 | |
Interest income | | | — | | | | — | | | | 270 | | | | 270 | |
Segment revenue and other income | | | 310,166 | | | | 978,233 | | | | 270 | | | | 1,288,669 | |
| | | | | | | | | �� | | | | | | | |
Segment expenses | | | | | | | | | | | | | | | | |
Depreciation and amortisation | | | — | | | | — | | | | (5,047 | ) | | | (5,047 | ) |
Share-based payments | | | — | | | | — | | | | (360,660 | ) | | | (360,660 | ) |
Other operating expenses | | | (403,521 | ) | | | (563,790 | ) | | | (1,537,550 | ) | | | (2,504,861 | ) |
Segment expenses | | | (403,521 | ) | | | (563,790 | ) | | | (1,903,257 | ) | | | (2,870,568 | ) |
| | | | | | | | | | | | | | | | |
Income tax expense | | | — | | | | — | | | | — | | | | — | |
(Loss)/Profit for the period | | | (93,355 | ) | | | 414,443 | | | | (1,902,987 | ) | | | (1,581,899 | ) |
| | | | | | | | | | | | | | | | |
Segment assets | | | 310,990 | | | | 2,718,889 | | | | 4,667,196 | | | | 7,697,075 | |
Total assets | | | 310,990 | | | | 2,718,889 | | | | 4,667,196 | | | | 7,697,075 | |
| | | | | | | | | | | | | | | | |
Segment liabilities | | | (71,903 | ) | | | (11,974 | ) | | | (437,357 | ) | | | (521,234 | ) |
Total liabilities | | | (71,903 | ) | | | (11,974 | ) | | | (437,357 | ) | | | (521,234 | ) |
Immuron Limited
Notes to the condensed consolidated financial statements
31 December 2018
(continued)
1 | Segment and revenue information (continued) |
(b) Segment results (continued)
| | Research & Development | | | HyperImmune Products | | | Unallocated Corporate | | | Total | |
Consolidated entity 31 December 2017 (unaudited) | | | | | | | | | | | | | | | | |
| | | $ | | | | $ | | | | $ | | | | $ | |
| | | | | | | | | | | | | | | | |
Segment revenue and other income | | | | | | | | | | | | | | | | |
Revenue from external customers | | | — | | | | 919,138 | | | | — | | | | 919,138 | |
R&D tax concession refund | | | 1,386,790 | | | | — | | | | — | | | | 1,386,790 | |
Interest income | | | — | | | | — | | | | 43 | | | | 43 | |
Other income | | | — | | | | 206 | | | | — | | | | 206 | |
Total segment revenue and other income | | | 1,386,790 | | | | 919,344 | | | | 43 | | | | 2,306,177 | |
| | | | | | | | | | | | | | | | |
Segment expenses | | | | | | | | | | | | | | | | |
Depreciation and amortisation | | | — | | | | — | | | | (2,277 | ) | | | (2,277 | ) |
Finance costs | | | — | | | | — | | | | (3,767 | ) | | | (3,767 | ) |
Share-based payments | | | — | | | | — | | | | (59,512 | ) | | | (59,512 | ) |
Other operating expenses | | | (1,540,436 | ) | | | (429,631 | ) | | | (2,162,498 | ) | | | (4,132,565 | ) |
Total segment expenses | | | (1,540,436 | ) | | | (429,631 | ) | | | (2,228,054 | ) | | | (4,198,121 | ) |
| | | | | | | | | | | | | | | | |
Income tax expense | | | — | | | | — | | | | — | | | | — | |
(Loss)/Profit for the period | | | (153,646 | ) | | | 489,713 | | | | (2,228,011 | ) | | | (1,891,944 | ) |
| | | | | | | | | | | | | | | | |
Segment assets | | | 2,884,901 | | | | 2,536,093 | | | | 736,997 | | | | 6,157,991 | |
Total assets | | | 2,884,901 | | | | 2,536,093 | | | | 736,997 | | | | 6,157,991 | |
| | | | | | | | | | | | | | | | |
Segment liabilities | | | (481,023 | ) | | | (154,886 | ) | | | (537,911 | ) | | | (1,173,820 | ) |
Total liabilities | | | (481,023 | ) | | | (154,886 | ) | | | (537,911 | ) | | | (1,173,820 | ) |
| 2 | Equity securities issued |
(a) Issued capital
| | 31 December 2018 (unaudited) No. | | | 31 December 2018 (unaudited) $ | | | 30 June 2018 No. | | | 30 June 2018 $ | |
| | | | | | | | | | | | | | | | |
Fully paid | | | 143,215,706 | | | | 58,442,043 | | | | 142,778,206 | | | | 58,372,043 | |
(i) Movements in ordinary shares:
| | Note | | | Number of shares | | | Total $ | |
Details | | | | | | | | | |
Opening balance 1 July 2018 | | | | | | | 142,778,206 | | | | 58,372,043 | |
Shares issued during the year | | | | | | | 437,500 | | | | 70,000 | |
Balance 31 December 2018 (unaudited) | | | | | | | 143,215,706 | | | | 58,442,043 | |
(ii) Rights of each type of share
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of shares held. On a show of hands every holder of ordinary shares present at a meeting or by proxy, is entitled to one vote. upon a poll every holder is entitled to one vote per share held. The ordinary shares have no par value.
Immuron Limited
Notes to the condensed consolidated financial statements
31 December 2018
(continued)
2 | Equity securities issued (continued) |
(b) Reserves
The following table shows a breakdown of the balance sheet line item ‘other reserves’ and the movements in these reserves during the period. A description of the nature and purpose of each reserve is provided below the table.
Consolidated entity | | No. of Options Qty | | | Amount $ | | | Foreign currency translation $ | | | Total other reserves $ | |
| | | | | | | | | | | | |
At 1 July 2018 | | | 71,349,180 | | | | 2,650,039 | | | | (43,317 | ) | | | 2,606,722 | |
| | | | | | | | | | | | | | | | |
Options/warrants issued during the year | | | 3,300,000 | | | | 360,660 | | | | — | | | | 360,660 | |
Lapse of unexcercised options | | | (50,000 | ) | | | (98,385 | ) | | | — | | | | (98,385 | ) |
Other comprehensive loss for the period | | | — | | | | — | | | | (112,270 | ) | | | (112,270 | ) |
At 31 December 2018 (unaudited) | | | 74,599,180 | | | | 2,912,314 | | | | (155,587 | ) | | | 2,756,727 | |
The following share-based payment arrangements were entered into during the half-year 31 December 2018 due to new options granted and vested:
Grant date | | Expiry date | | Balance at start of year | | | Exercise price ($) | | | Granted | | | Exercised | | | Vested | | | Balance at end of year | |
| | | | | | | | | | | | | | | | | | | | |
02-Jul-2018 | | 01-Jul-2021 | | | — | | | | 0.50 | | | | 1,300,000 | | | | — | | | | 1,300,000 | | | | 1,300,000 | |
19-Nov-2018 | | 30-Jun-2020 | | | — | | | | 0.50 | | | | 2,000,000 | | | | — | | | | 2,000,000 | | | | 2,000,000 | |
For the options granted during the half-year 31 December 2018, the valuation model inputs used to determine the fair value at the grant date are outlined below:
Grant date | | Expiry date | | Share price at grant date ($) | | | Exercise price ($) | | | Expected volatility | | | Dividend yield | | | Risk-free interest rate | | | Fair value at grant date ($) | |
| | | | | | | | | | | | | | | | | | | | |
02-Jul-2018 | | 01-Jul-2021 | | | 0.32 | | | | 0.50 | | | | 92 | % | | | 0 | % | | | 2.09 | % | | | 204,100 | |
19-Nov-2018 | | 30-Jun-2020 | | | 0.28 | | | | 0.50 | | | | 92 | % | | | 0 | % | | | 2.02 | % | | | 164,400 | |
The Company had no contingent liabilities and at 31 December 2018 (2017: nil).
5 | Events occurring after the reporting period |
No other matter or circumstances has arisen since 31 December 2018 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Immuron Limited
Notes to the condensed consolidated financial statements
31 December 2018
(continued)
| 6 | Related party transactions |
(a) Transactions with other related parties
The following transactions occurred with related parties:
Premises rental services received from Wattle Laboratories Pty Ltd to Immuron Limited: | | 31 December 2018 (unaudited) | | | 31 December 2017 (unaudited) | |
Wattle Laboratories Pty Ltd (Wattle) is an entity part-owned and operated by Immuron Directors Peter and Stephen Anastasiou. Commencing on 1 January 2016, Immuron executed a Lease Agreement with Wattle whereby Immuron will lease part of their Blackburn office facilities for Immuron’s operations at an arms-length commercial rental rate of $38,940 per annum, payable in monthly instalments. The rental agreement is subject to annual rental increases, and effective 1 January 2017, the annual rent was increased to $39,525. The lease is for a 3 year term with an additional 3 year option period. The lease is cancellable by either party upon 6 months written notice of termination of the agreement. | | | | | | |
Rental fees paid to Wattle Laboratories Pty Ltd during the year through the issue of equity: | | $ | Nil | | | $ | Nil | |
Total paid by the Company to Wattle Laboratories Pty Ltd during the year: | | $ | 22,151 | | | $ | 9,881 | |
At the period end the Company owed Wattle Laboratories Pty Ltd: | | $ | 17,374 | | | $ | Nil | |
Immuron Limited
Notes to the condensed consolidated financial statements
31 December 2018
(continued)
| 6 | Related party transactions (continued) |
(a) Transactions with other related parties (continued)
Service rendered by Grandlodge Capital Pty Ltd to Immuron Ltd: | | 31 December 2018 (unaudited) | | | 31 December 2017 (unaudited) | |
Grandlodge Capital Pty Ltd (Grandlodge) is an entity part-owned and operated by Immuron Directors Peter and Stephen Anastasiou. Mr David Plush is also an owner of Grandlodge, and its associated entities. Grandlodge, and its associated entities, are marketing, warehousing and distribution logistics companies. Commencing on 1 June 2013, Grandlodge was contracted on commercial market arms-length terms to provide warehousing, distribution and invoicing services for Immuron’s products for $70,000 per annum. These fees will be payable in new fully paid ordinary shares in Immuron Limited at a set price of $0.16 per share representing Immuron Limited’s share price at the commencement of the agreement. The shares to be issued to Grandlodge, or its associated entities, as compensation in lieu of cash payment for the services rendered under this agreement have been subject to the approval of Immuron shareholders at Company shareholder meetings held over the past 18 months. Grandlodge will also be reimbursed in cash for all reasonable costs and expenses incurred in accordance with their scope of works under the agreement, unless both parties agree to an alternative method of payment. The agreement is cancellable by either party upon providing the other party with 30 days written notice of the termination of the agreement. | | | | | | |
Service fees paid to Grandlodge Pty Ltd during the year through the issue of equity: | | $ | 70,000 | | | $ | 140,000 | |
Total paid by the Company to Grandlodge Pty Ltd during the year: | | $ | 70,000 | | | $ | Nil | |
At the period end the Company owed Grandlodge Pty Ltd: | | $ | Nil | | | $ | Nil | |
The Company derives the following types of revenue:
| | Consolidated entity (unaudited) | |
| | 31 December | | | 31 December | |
| | 2018 | | | 2017 | |
| | | $ | | | | $ | |
| | | | | | | | |
Revenue from operating activities | | | | | | | | |
Sales of good | | | 1,083,805 | | | | 1,010,919 | |
Less: discounts and rebates | | | (105,572 | ) | | | (91,781 | ) |
Total revenue from operating activities | | | 978,233 | | | | 919,138 | |
| | | | | | | | |
Other income | | | | | | | | |
Interest on financial assets held as investments | | | 39 | | | | 43 | |
Other items | | | 231 | | | | 207 | |
R&D tax concession refund | | | 310,166 | | | | 1,386,789 | |
Total other income | | | 310,436 | | | | 1,387,039 | |
Immuron Limited
Notes to the condensed consolidated financial statements
31 December 2018
(continued)
| | | Consolidated entity | |
| | | 31 December | | | | 30 June | |
| | | 2018 (unaudited) | | | | 2018 | |
| | | $ | | | | $ | |
| | | | | | | | |
Raw materials - Colostrum | | | 294,769 | | | | 198,585 | |
Work in progress | | | — | | | | 33,625 | |
Finished goods - Travelan and Protectyn | | | 235,726 | | | | 265,692 | |
Total of inventories classified under current asset | | | 530,495 | | | | 497,902 | |
| | | Consolidated entity | |
| | | 31 December | | | | 30 June | |
| | | 2018 (unaudited) | | | | 2018 | |
| | | $ | | | | $ | |
| | | | | | | | |
Colostrum Inventory - Non Current | | | 2,075,683 | | | | 2,171,867 | |
Total of inventories classified under non-current asset | | | 2,075,683 | | | | 2,171,867 | |
There was no impairment of inventories recognised during financial year 2018 (2017: $163,600 for stock obsolescence in the Statement of Profit or Loss and Other Comprehensive Income.
During the current financial period, management have performed an assessment on its raw materials and its utilisation within 12 months from reporting date and have determined $294,769 of raw materials relating to Colostrum will be consumed within 12 months and remaining balance of $2,075,683 will be consumed after 12 months from reporting date.
| (a) | Basic/diluted loss per share |
| | Consolidated entity | |
| | (unaudited) | |
| | 31 December | | | 31 December | |
| | 2018 | | | 2017 | |
| | Cents | | | Cents | |
| | | | | | |
From continuing operations attributable to the ordinary equity holders of the company | | | (1.2 | ) | | | (1.5 | ) |
| (b) | Reconciliation of earnings used in calculating earnings per share |
| | Consolidated entity (unaudited) | |
| | 31 December | | | 31 December | |
| | 2018 | | | 2017 | |
| | | $ | | | | $ | |
| | | | | | | | |
Basic/diluted loss per share | | | | | | | | |
Loss attributable to the ordinary equity holders of the Company used in calculating basic/diluted earnings per share: | | | | | | | | |
From continuing operations | | | (1,581,899 | ) | | | (1,891,944 | ) |
Immuron Limited
Notes to the condensed consolidated financial statements
31 December 2018
(continued)
9 | Loss per share (continued) |
(c) | Weighted average number of shares used as denominator |
| | Consolidated entity (unaudited) |
| | 2018 | | 2017 |
| | Number | | Number |
| | | | |
Weighted average number of ordinary shares used as the denominator in calculating basic/diluted loss per share | | 136,365,586 | | | 130,086,505 | |
The Company is currently in a loss making position and thus the impact of any potential shares is concluded as anti-dilutive which includes the Company’s options and Convertible Note payable and warrants. Treasury shares are excluded from the calculation of weighted average number of ordinary shares.
10 | Basis of preparation of half-year report |
This condensed consolidated interim financial report for the half-year reporting period ended 31 December 2018 have been prepared in accordance with Accounting Standard AASB 134Interim Financial Reporting.
These interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2018 and any public announcements made by Immuron.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period and the adoption of the new and amended standards as set out below.
The consolidated financial statements of Immuron Limited also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
(a) | New and amended standards adopted by the Company |
A number of new or amended standards became applicable for the current reporting period and the Company had to change its accounting policies and applying the modified retrospective method where required as a result of adopting the following standards:
● | AASB 9Financial Instruments, and |
● | AASB 15Revenue from Contracts with Customers. |
The impact of the adoption of these standards and the new accounting policies are disclosed in note below. The other standards did not have any impact on the Company’s accounting policies and did not require retrospective adjustments.
(b) | Impact of new and amended standards adopted by the Company |
(i) | AASB 9 Financial Instruments |
AASB 9 Financial Instruments replaces AASB 139 Financial Instruments: recognition and measurement requirements. It makes major changes to the previous guidance on the classification and measurement of financial assets and introduces an ‘expected credit loss’ model for impairment of financial assets.
While this represents significant new guidance, the implementation of the new guidance did not have a material impact on trade receivables. As such, the Company has elected not to restate prior periods and have not recognised differences in opening retained earnings as at 1 July 2018.
(ii) | AASB 15 Revenue from Contracts with Customers |
The Company has adopted AASB 15Revenue from Contracts with Customersfrom 1 July 2018 which did not result in changes in the accounting policies and adjustments to the amounts recognised in the financial statements.
Immuron Limited
Notes to the condensed consolidated financial statements
31 December 2018
(continued)
10 | Basis of preparation of half-year report (continued) |
(c) | Impact of standards issued but not yet applied by the entity |
AASB 16 was issued in February 2016. It will result in almost all leases being recognised on the balance sheet, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases.
The standard will affect primarily the accounting for the group’s operating leases. As at the reporting date, the group has non-cancellable operating lease commitments of $39,525. However, the group has not yet determined to what extent these commitments will result in the recognition of an asset and a liability for future payments and how this will affect the group’s profit and classification of cash flows.
The standard is mandatory for first interim periods within annual reporting periods beginning on or after 1 January 2019. The Company does not intend to adopt the standard before its effective date.
(d) | Changes in accounting policies |
| (I) | AASB 9 Financial Instruments – Accounting policies applied from 1 January 2018 |
Impairment of financial assets
For trade receivables under AASB 9 the Company applies a simplified approach of recognising lifetime expected credit losses as these items do not have a significant financing component.
(II) | AASB 15 Revenue from Contracts with Customers – Accounting policies applied from 1 January 2018 |
Revenue is earned from the sale of Travelan and Protectyn.
The Company ’s revenue from contracts with customers arise from the sale of goods within Australia, USA and other world markets, through a variety of avenues including pharmacies, clinics and the internet.
Based on the Company’s revenue recognition process and the nature of the Company’s revenue stream from contracts with customers, the Company recognises revenue at a point in time when the performance obligation is satisfied upon the delivery of goods to customers.
11 | Summary of significant accounting policies |
Some of the risks inherent in the development of pharmaceutical products include the uncertainty of patent protection and proprietary rights, whether patent applications and issued patents will offer adequate protection to enable product development or may infringe intellectual property rights of other parties, and obtaining the necessary drug clinical regulatory authority approvals. Furthermore, a particular project may fail the research and the clinical development process through lack of efficacy or safety, or may be stopped or abandoned due to strategic imperatives including an assessment that the projects will not deliver a sufficient return on investment or have been superseded by newer competitive products or technologies. There is a risk that the Company will be unable to find suitable development or commercial partners for its projects, and that these arrangements may not generate a material return for the Company.
Based on current budget forecast assumptions, the Company is in a position to meet future commitments in the current business cycle and pay its debts as and when they fall due. Furthermore, the Company is able to progress its research and development programs for at least the next 12 months.
The interim financial report has been prepared on a going concern basis. Accordingly, the interim financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might be necessary should the Company not continue as a going concern.