29 February 2012 ACN 003 218 863 Level 9, 65 York Street For … · 2012. 2. 29. · MIKOH...

MIKOH Corporation

Limited

ACN 003 218 863 Level 9, 65 York Street Sydney NSW 2000 AUSTRALIA

ASX ANNOUNCEMENT

29 February 2012

Accounts for the Half Year Ended 31 December 2011

Overview

The half yearly accounts to 31 December 2011 are in line with what was expected and previously announced.

There has been a drop in revenue from the previous comparative period of 95% and a drop in the loss from the

previous comparative period of 35%. This drop in revenue was foreshadowed as the revenue in the previous

comparative period came from the sale of 2 million tags and the hardware for the reader network setup, the latter

being a one-off source of revenue.

The revenue figure of $104,010 contains an amount of $64,267 which is a royalty earned by the Company pursuant

to a royalty agreement with Sirit. This royalty figure should increase significantly in the second half of this

financial year as a large project of Sirit’s that uses our tamper evident tags comes online. Expenses for the half

year were tightly controlled and this was the major factor contributing to the reduction of the loss for the half year.

Shareholders will be aware that in the last 6 months the project in Thailand has been increasing in momentum so

that as from the 1st of April 2012, it will be compulsory for all public passenger vans to be tagged for the purpose

of speed control. The Director’s believe that this is the first step by the Thailand Government to making the use of

the tags compulsory for all vehicles in Thailand. Kollakorn, our joint venture partner in Thailand is budgeting for

approximately 2 million tags to be in use by the end of the 2012 calendar year.

At the Annual General Meeting held in November 2011 I gave a projection that the Company would make a

maiden profit of approximately $700,000. Due to the delay in reaching some of our commencement date targets for

implementation of the project, a significant portion of this revenue will slip from the first half of this calendar year

to the second half of the calendar year resulting in a loss for the June 2012 financial year. This is disappointing,

however I would stress that this is simply a timing difference and that these orders will fall in the second half of

calendar year.

The progress in Thailand in the last 6 months has been spectacular and there is no doubt that with the

implementation of the speed monitoring system being elevated to a Thailand Government policy this will greatly

assist in achieving the objective of the mandatory tagging of all vehicles in Thailand.

Richard Sealy

Managing Director

For

per

sona

l use

onl

y

MIKOH Corporation Limited

ABN 41 003 218 862


ABN 41 003 218 862

Appendix 4D

INTERIM FINANCIAL REPORT

FOR THE HALF YEAR ENDED 31 DECEMBER 2011

Period 1 July 2011 to 31 December 2011

(Previous Corresponding Period 1 July 2010 to 31 December 2010)

For

per

sona

l use

onl

y


ABN 41 003 218 862

Appendix 4D

Interim Financial Report

Name of entity


ABN or equivalent

company reference

Half yearly

(tick)

Preliminary

final (tick)

Financial half year ended (‘current period’)

41 003 218 862

31 December 2011

Results for Announcement to the Market

Results

$A

Revenues from ordinary activities

Down 95% to 104,010

(Loss) from ordinary activities after tax

attributable to members

Down 35% to (1,238,201)

Net (Loss) for the period attributable to members Down 35% to (1,238,201)

Dividends (distributions) Amount per security Franked amount per security

Final dividend

NIL

NIL

Previous corresponding period NIL NIL

Record date for determining entitlements to the dividend,

N/A

The Company does not have a dividend reinvestment plan

and no dividends are proposed to be declared for the

current year.

Note:

This Appendix 4D should be read in conjunction with the Commentary on the Results of the Interim Financial Report for

the half-year ended 31 December 2011, with the accompanying notes to the Appendix 4D, and with the most recent

annual financial report.

For

per

sona

l use

onl

y


ABN 41 003 218 862

HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2011

CONTENTS PAGES

Directors’ Report 1

Auditor’s Independence Declaration 2

Independent Auditor’s Review Report 3-4

Directors’ Declaration 5

Condensed Consolidated Statement of Comprehensive Income 6

Condensed Consolidated Statement of Financial Position 7

Condensed Consolidated Statement of Changes in Equity 8

Condensed Consolidated Statement of Cash Flows 9

Notes to the Condensed Consolidated Financial Statements 10-16

For

per

sona

l use

onl

y


ABN 41 003 218 862

1

MIKOH CORPORATION LIMITED

DIRECTORS’ REPORT DECEMBER 2011

The Directors of MIKOH Corporation Limited submit the financial report of MIKOH Corporation Limited and its

subsidiaries (the consolidated entity) for the half-year ended 31 December 2011. In order to comply with the

provisions of the Corporations Act 2001, the Directors report as follows:

1. Directors and Secretary

The following persons were directors and secretaries of MIKOH Corporation Limited during the whole of the

half-year and up to the date of this report, except where indicated otherwise:

Directors

Sevag Chalabian (Chairman)

Richard Sealy (Managing Director)

Anthony Snape

Riad Tayeh

Namchoke Somapa

Secretary

Tom Bloomfield

Samuel Marks (Resigned 31 December 2011)

2. Review of Operations the Half Year:

For further commentary about the half year accounts please refer to the attached covering letter.

3. Auditor’s Independence Declaration under S307C of the Corporations Act 2001

The Auditor’s independence declaration is included on page 2 of the half year report.

Signed in accordance with a resolution of directors made pursuant to S306 (3) of the Corporations Act 2001.

Richard Sealy

Managing Director

Sydney, 29 February 2012

For

per

sona

l use

onl

y

RSM Bird Cameron Partners

Level 12, 60 Castlereagh Street Sydney NSW 2000

GPO Box 5138 Sydney NSW 2001

T +61 2 9233 8933 F +61 2 9233 8521

Liability limited by a scheme approved under Professional Standards Legislation

Major Offices in: Perth, Sydney, Melbourne, Adelaide and Canberra ABN 36 965 185 036

RSM Bird Cameron Partners is an independent member firm of RSM International, an affiliation of independent accounting and consulting firms. RSM International is the name given to a network of independent accounting and consulting firms each of which practices in its own right. RSM International does not exist in any jurisdiction as a separate legal entity.

AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the review of the financial report of MIKOH Corporation Limited for the half year ended 31 December 2011, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

(ii) any applicable code of professional conduct in relation to the review.

RSM BIRD CAMERON PARTNERS

Chartered Accountants

C J HUME

Partner

Sydney, NSW

Dated: 29 February 2012

For

per

sona

l use

onl

y

RSM Bird Cameron Partners

Level 12, 60 Castlereagh Street Sydney NSW 2000

GPO Box 5138 Sydney NSW 2001

T +61 2 9233 8933 F +61 2 9233 8521

Liability limited by a scheme approved under Professional Standards Legislation

Major Offices in: Perth, Sydney, Melbourne, Adelaide and Canberra ABN 36 965 185 036

RSM Bird Cameron Partners is an independent member firm of RSM International, an affiliation of independent accounting and consulting firms. RSM International is the name given to a network of independent accounting and consulting firms each of which practices in its own right. RSM International does not exist in any jurisdiction as a separate legal entity.

INDEPENDENT AUDITOR’S REVIEW REPORT

TO THE MEMBERS OF

MIKOH CORPORATION LIMITED

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of MIKOH Corporation Limited which comprises the statement of financial position as at 31 December 2011, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year end or from time to time during the half-year.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the disclosing entity are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2011 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of MIKOH Corporation Limited, ASRE 2410 requires that we comply with the ethical

requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

For

per

sona

l use

onl

y

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of MIKOH Corporation Limited, would be in the same terms if given to the directors as at the time of this auditor's review report.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of MIKOH Corporation Limited is not in accordance with the Corporations Act 2001 including:

(a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2011 and of its performance for the half-year ended on that date; and

(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001.

Emphasis of Matter

Without qualifying our conclusion, we draw attention to Note 1 in the financial report, which indicates that the consolidated entity incurred a loss of $1,238,201 and had net cash outflows from operating activities of $1,893,525 for the half year ended 31 December 2011. These conditions, along with other matters as set forth in Note 1(c), indicate the existence of a material uncertainty which may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business.

RSM BIRD CAMERON PARTNERS

Chartered Accountants

C J HUME

Partner

Sydney, NSW

Dated: 29 February 2012

For

per

sona

l use

onl

y


ABN 41 003 218 862

Notes to the condensed consolidated financial statements are included on pages 10 to 16

5

DIRECTORS’ DECLARATION

The directors declare that:

1. The financial statements and notes, as set out on pages 6 to 16 are in accordance with the Corporations Act 2001,

including:

a) complying with Accounting Standard AASB 134: Interim Financial Reporting; and

b) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2011 and of its

performance for the half-year ended on that date.

2. In the directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts

as and when they become due and payable.

Signed in accordance with a resolution of the directors made pursuant to s.303(5) of the Corporations Act 2001.

On behalf of the Directors.

Richard Sealy

Managing Director

Sydney, 29 February 2012

For

per

sona

l use

onl

y


ABN 41 003 218 862


6

Consolidated statement of comprehensive income for the half-year ended 31 December 2011

Note

Half-year

ended 31

December 2011

Half-year ended

31 December

2010

$ $

Continuing operations

Revenue from sale of goods 104,010 1,764,728

Cost of sales (32,212) (1,205,080)

Gross Profit 71,798 559,648

Other income - 84,448

Expenses by function:-

Administration and general (1,059,281) (1,662,054)

Marketing and sales (79,649) (366,104)

Research and development (171,263) (163,322)

Loss before tax from continuing operations (1,238,395) (1,547,834)

Income tax expense - -

Loss for the period from continuing operations (1,238,395) (1,547,834)

Profit (Loss) for the period from discontinued

operations 194 (345,228)

Net operating loss for the period (1,238,201) (1,892,672)

Other comprehensive income

Exchange differences arising on translation of foreign operations (62,476) (5,334)

Total other comprehensive loss for the period (62,476) (5,334)

Total comprehensive loss for the period (1,300,677) (1,898,006)

Loss attributable to:

Members of the parent entity (1,238,201) (1,892,672)

Total comprehensive loss attributable to:

Members of the parent entity (1,300,677) (1,898,006)

Earnings per share

Basic (cents per share) (0.22) cents (0.56) cents

Diluted (cents per share) (0.22) cents (0.56) cents

For

per

sona

l use

onl

y


ABN 41 003 218 862


7

Consolidated statement of financial position

as at 31 December 2011

Note 31 December 2011 30 June 2011

$ $

Current Assets

Cash assets 134,886 844,015

Trade and other receivables 2,367,401 2,800,328

Inventories 546,562 375,712

Other assets 150,130 200,325

Total Current Assets 3,198,979 4,220,290

Non-Current Assets

Plant and equipment 12,530 18,150

Other financial assets 3 3,924,795 2,871,126

Total Non-Current Assets 3,937,325 2,889,276

Total Assets 7,136,304 7,109,566

Current Liabilities

Trade and other payables 2,396,402 3,472,925

Provisions 77,300 75,779

Total Current Liabilities 2,473,702 3,548,704

Non-Current Liabilities

Other financial liabilities 4 638,922 -

Total Non-Current Liabilities 638,922 -

Total Liabilities 3,112,624 3,548,704

Net Assets 4,023,680 3,560,862

Equity

Issued capital 5 46,181,338 44,549,643

Reserves 1,885,170 1,815,846

Accumulated losses (44,042,828) (42,804,627)

Total Equity 4,023,680 3,560,862

For

per

sona

l use

onl

y


ABN 41 003 218 862


8

Consolidated statement of changes in equity

for the half-year ended 31 December 2011

Fully paid ordinary shares

Equity-settled

employee benefits reserve

Foreign currency

translation reserve

Accumulated

losses

Total

attributable to members of the parent

$

$

$

$

$

Balance at 1 July 2010 38,489,385 1,957,123 (98,607) (39,659,847) 688,054

Loss for the period - - - (1,892,672) (1,892,672)

Exchange differences arising on translation of foreign operations - - (5,334)

- (5,334)

Total comprehensive income for the period - - (5,334) (1,892,672) (1,898,006)

Issue of shares 1,081,663 - - - 1,081,663

Recognition of share-based payments 482,442 2,400 - - 484,842

Balance at 31 December 2010 40,053,490 1,959,523 (103,941) (41,552,519) 356,553

Balance at 1 July 2011 44,549,643 1,927,050 (111,204) (42,804,627) 3,560,862

Loss for the period - - - (1,238,201) (1,238,201) Exchange differences arising on translation of foreign operations - -

(62,476) - (62,476)

Total comprehensive income for the period - - (62,476) (1,238,201) (1,300,677)

Issue of shares 1,605,795 - - - 1,605,795

Recognition of share-based payments 25,900 131,800 - - 157,700

Balance at 31 December 2011 46,181,338 2,058,850 (173,680) (44,042,828) 4,023,680

For

per

sona

l use

onl

y


ABN 41 003 218 862


9

Consolidated statement of cash flows

for the half-year ended 31 December 2011

Note

Half-year

ended 31

December

2011

Half-year

ended 31

December 2010

$ $

Cash Flows from Operating Activities

Receipts from Customers 528,292 1,701,648

Payments to suppliers and employees (2,414,435) (3,518,441)

Finance costs (7,382) -

Receipt of R&D Tax Offset - 101,748

Net cash outflow from operating activities (1,893,525) (1,715,045)

Cash Flows from Investing Activities

Interest received 15,197 2,488

Net increase in financial assets (1,075,510) -

Net cash (outflow)/inflow from investing activities (1,060,313) 2,488

Cash Flows from Financing Activities

Proceeds from the issue of shares 1,605,795 1,081,662

Proceeds from the issue of convertible notes 638,922 -

Net cash inflow from financing activities 2,244,717 1,081,662

Net decrease in cash held (709,121) (630,895)

Cash at the beginning of the period 844,015 751,845

Effects of exchange rate changes on cash (8) (164)

Cash at the end of the period 134,886 120,786

For

per

sona

l use

onl

y

MIKOH Corporation Limited and Controlled Entities

Notes to the financial statements for the half year ended 31 December 2011

10

1. SIGNIFICANT ACCOUNTING POLICIES

a) Statement of Compliance

The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB

134 Interim Financial Reporting. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard

IAS 34 Interim Financial Reporting. The half-year report does not include notes of the type normally included in an annual financial

report and shall be read in conjunction with the most recent annual financial report.

b) Basis of preparation

The condensed consolidated financial statements have been prepared on the basis of historical cost, except for the revaluation of

certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets.

All amounts are presented in Australian dollars, unless otherwise noted.

The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with

those adopted and disclosed in the company’s 2011 annual financial report for the financial year ended 30 June 2011, except for the

impact of the Standards and Interpretations described below. These accounting policies are consistent with Australian Accounting

Standards and with International Financial Reporting Standards.

The consolidated entity has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting

Standards Board (the AASB) that are relevant to their operations and effective for the current reporting period.

New and Revised Accounting Requirements Applicable to the Current Half-Year Reporting Period

For the half-year reporting period to 30 June 2011, a number of new and revised accounting standard requirements became mandatory

for the first time. A discussion of these new and revised requirements and their impact on the Group is provided below.

AASB 2009–5: Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 5,

8, 101, 107, 117, 118, 136 & 139]

The amendments to some Australian Accounting Standards arising from AASB 2009–5 result in accounting changes for

presentation, recognition or measurement purposes, while some amendments relate to terminology and editorial changes that have

little or no effect on the relevant accounting requirements. A summary of the main reporting changes arising from AASB 2009–5 is

provided below.

AASB 8: Operating Segments states that an entity is only required to report a measure of total assets for each reportable segment if

such information is regularly provided to the chief operating decision maker. (Previously entities were required to report a measure

of total assets for each reportable segment, irrespective of whether such amounts were regularly provided to the chief operating

decision maker.)

AASB 101: Presentation of Financial Statements clarifies that the classification of a (current) liability for which the entity does not

have an unconditional right to defer settlement for at least twelve months after the reporting date is not affected by the existence of

any terms that could, at the option of the counterparty, result in the settlement of the liability by the issue of equity instruments by

the entity.

AASB 107: Statement of Cash Flows clarifies that only expenditures that result in a recognised asset in the statement of financial

position would be classified as cash flows from investing activities in the statement of cash flows.

AASB 124: Related Party Disclosures (December 2009)

AASB 124 (December 2009) introduces a number of changes to the accounting treatment of related parties compared to AASB 124

(December 2005, as amended), including the following:

- the definition of a related party is simplified, clarifying its intended meaning and eliminating inconsistencies from the

definition, including:

- the definition now identifies a subsidiary and an associate with the same investor as related parties of each other;

- entities significantly influenced by one person and entities significantly influenced by a close member of the family of that

person are no longer related parties of each other;

- the definition now identifies that, whenever a person or entity has both joint control over a second entity and joint control or

significant influence over a third party, the second and third entities are related to each other; and

- the definition now clarifies that a post-employment benefit plan and an employer sponsor of such a plan are related parties of

each other.

For

per

sona

l use

onl

y



11

c) Going concern

The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities

and the realisation of assets and discharge of liabilities in the normal course of business.

As disclosed in the financial statements, the consolidated entity incurred a loss of $1,238,201 and had net cash outflows from

operating activities of $1,893,525 for the half year ended 31 December 2011.

These factors indicate significant uncertainty as to whether the consolidated entity will continue as a going concern and therefore

whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial

report.

The Directors believe that there are reasonable grounds to believe that the consolidated entity will be able to continue as a going

concern, after consideration of the following factors:

The consolidated entity has been successful in raising capital during the period (per note 5);

The consolidated entity has the ability to continue to raise additional funds on a timely basis, pursuant to the

Corporations Act 2001;

The Directors also anticipate to close significant sales contracts during the next 12 months which will increase operating

cash flow;

The ability of the consolidated entity to further scale back certain parts of their activities that are non essential so as to

conserve cash; and

The directors regularly monitor the Group’s cash position and, on an on-going basis, consider a number of strategic

initiatives to ensure that adequate funding continues to be available.

Accordingly, the Directors believe that consolidated entity will be able to continue as a going concern and that it is appropriate to

adopt the going concern basis in the preparation of the financial report.

The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that

might be necessary if the consolidated entity does not continue as a going concern.

For

per

sona

l use

onl

y



12

2. Segment Reporting

Operating segments are identified on the basis of internal reports about components of the consolidated entity that are regularly

reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

Products and services from which reportable segments derive their revenues

Information reported to the consolidated entity’s chief operating decision maker for the purposes of resource allocation and assessment

of performance is focused on revenue for each type of good. The principal categories of customer for these goods are direct sales to

major customers, wholesalers, retailers and internet sales. The consolidated entity’s reportable segments under AASB 8 are therefore

as follows:

AVI (Automated Vehicle Identification)

Smart&Secure

TransitVault & CertainID

No revenue was reported for Smart&Secure while market research is undertaken so the technology is modified to correspond to end-

user requirements, and targeted to the right organisations and government departments to maximise its market reach. CertainID,

MIKOH’s bio-authentication technology, also earned no revenue in the period as this technology is still in a developmental stage.

Information regarding the consolidated entity’s reportable segments is presented below. The accounting policies of the reportable

segments are the same as the Group’s accounting policies.

For

per

sona

l use

onl

y



13

Segment revenues and results

The following is an analysis of the consolidated entity’s revenue and results by reportable operating segment for the

periods under review:

Revenue Segment profit/(loss)

Half year ended Half year ended

31 Dec 2011

$

31 Dec 2010

$

31 Dec 2011

$

31 Dec 2010

$

Continuing operations

AVI 104,010 1,764,728 (162,772) 94,111

TransitVault & Certain ID - - (147,936) (256,085)

Total for continuing operations 104,010 1,764,728 (310,708) (161,974)

Costs not able to be allocated to one operation (927,687) (1,385,410)

Loss before tax from continuing operations (1,238,395) (1,547,384)


Loss for the period from continuing operations (1,238,395) (1,547,834)

Discontinued operations

Printers - 33,671 (11,590) (328,374)

Subscribe Labels 12,370 175,544 11,784 (16,914)

Total for discontinued operations 12,370 209,215 194 (345,288)

Loss before tax from discontinued operations 194 (345,288)


Loss for the period from discontinued operations 194 (345,288)

Consolidated revenue (excluding interest and

other revenue) and profit for the year 116,380 1,973,943 (1,238,201) (1,892,672)

The revenue reported above represents revenue generated from external customers. There were no intersegment sales during the

period.

Segment loss represents the loss earned by each segment without allocation of central administration costs and directors’ salaries,

share of profits of associates, investment revenue and finance costs, income tax expense, and gains or losses on disposal of associates

and discontinued operations. This is the measure reported to the chief operating decision maker for the purposes of resource allocation

and assessment of segment performance.

For

per

sona

l use

onl

y



14

Segment assets and liabilities

The following is an analysis of the consolidated entity’s assets and liabilities by reportable operating segment for the periods under

review:

Assets Liabilities

31 Dec 2011

$

30 Jun 2011

$

31 Dec 2011

$

30 Jun 2011

$

AVI 2,326,550 2,520,650 1,568,834 1,931,647

Printers 662,562 526,420 427,260 342,283

Smart&Secure - - - 214,615

Subscribe Labels 12,555 215,199 - 66,459

TransitVault & Certain ID 50,119 75,330 85,555 54,557

Total segment 3,051,786 3,337,599 2,081,649 2,609,561

Unallocated 4,084,518 3,771,967 392,053 939,143

Consolidated total 7,136,304 7,109,566 2,473,702 3,548,704

Assets used jointly by reportable segments are allocated on the basis of the revenues earned by individual reportable segments.

For

per

sona

l use

onl

y



15

3. Investment in Associates

Details of the Group’s associates are as follows.

Name of associate

Principal

activity

Place of

incorporation

and operation

Kollakorn Co Ltd

IT

Infrastructure Thailand

Mikoh acquired a 19.9% interest in Kollakorn Co., Ltd (Kollakorn) on the 30 June 2011. Kollakorn is a private company incorporated

in Thailand. The purchase price of this asset at the date of acquisition was $2,871,126. The carrying amount in the statement of

financial position of the Group’s interest in Kollakorn at 31 December 2011 is $2,849,285 (30 June 2011: $2,871,126).

Pursuant to a resolution passed by the shareholders of Kollakorn, Mikoh's Managing Director, Richard Sealy, who was appointed to

the Board of Kollakorn has the right to cast 1 vote at board meetings of Kollakorn. He is one of 5 directors of Kollakorn. In his

capacity as director of Kollakorn, Mr Sealy does not have the authority to bind Kollakorn to any agreements.

Although the Group holds less than 20% of the equity shares of Kollakorn Co Limited, the directors of Mikoh have adopted Australian

Accounting Standard AASB 128 – Equity Accounting and equity accounted for the investment in Kollakorn. The directors of Mikoh

do not however believe that they have control over the day to day running of Kollakorn.

Further to the investment in ordinary share capital of Kollakorn, the company has also invested $1,075,510 ($1,260,126 USD) in

Kollakorn through the purchase of convertible notes, which were subsequently converted to ordinary share capital of Kollakorn on 13

January 2012, thereby resulting in Mikoh’s interest in Kollakorn increasing from 19.9% to 25.1%.

Summarised financial information in respect of the Group’s associates is set out below.

31 Dec 2011 30 Jun 2011

$ $

Total assets 8,708,730 8,074,249

Total liabilities 5,626,368 4,618,204

Net assets 3,082,362 3,456,045

Group’s share of net assets of associates 613,390 687,753

Half-year ended

31 Dec 2011

$

Total revenue 433,706

Total loss for the year (109,750)

Group’s share of loss of associates (21,840)

The group’s share of profits of associates for the year ended 30 June 2011 was nil as the acquisition in Kollakorn occurred on 30 June

2011.

For

per

sona

l use

onl

y



16

4. Other financial liabilities

During the 6 months to 31 December 2011, the company drew down on the La Jolla Cove convertible note facility in the amount of

$1,100,000 USD ($1,123,922 AUD). The company has issued 27,478,330 of ordinary shares to La Jolla Cove in satisfaction of

$485,000 AUD repayment towards the convertible note facility. The outstanding liability as at 31 December 2011 was $667,737 USD

($683,922 AUD).

There is $4,900,000 USD of remaining funds available to be drawn down on this facility if the company so chooses.

5. Issues, repurchases and repayments of equity securities

Issued capital as at 31 December 2011 amounted to $46,181,338 (573,882,691 ordinary shares). As a result of capital raisings

undertaken throughout the 6 month period, the company issued a total of 60,345,885 shares, raising a total of $1,160,000, of which

$485,000 (27,478,330 shares) relates to shares issued to La Jolla Cove. This is discussed further in note 4.

The company collected a further $443,145 in relation to ordinary shares which were issued after 31 December 2011.

During the half-year reporting period, the company issued 11,500,000 options over ordinary shares to employees and executives.

These share options had a fair value at grant date of $131,800.

6. Contingent liabilities

There are no contingent liabilities as at the reporting date.

7. Events subsequent to reporting date

There have been no events subsequent to reporting date that have had a material impact on the financial statements.

For

per

sona

l use

onl

y

29 February 2012 ACN 003 218 863 Level 9, 65 York Street For … · 2012. 2. 29. · MIKOH...

Documents

Transcript of 29 February 2012 ACN 003 218 863 Level 9, 65 York Street For … · 2012. 2. 29. · MIKOH...