MIKOH Corporation Limited Appendix 4D INTERIM FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2008 Period 1 July 2008 to 31 December 2008 (Previous Corresponding Period 1 July 2007 to 31 December 2007)
HALF YEAR ENDED 31 DECEMBER 2008 Appendix 4D Interim Financial Report Name of entity MIKOH Corporation Limited ABN or equivalent company reference Half yearly (tick) Preliminary final (tick) Financial half year ended ( current period ) 41 003 218 862 31 December 2008 Results for Announcement to the Market Results $A Revenues from ordinary activities Up 291% to 886,737 (Loss) from ordinary activities after tax attributable to members Down 26% to (1,917,527) Net (Loss) for the period attributable to members Down 26% to (1,917,527) Dividends (distributions) Final dividend Amount per security NIL Franked amount per security 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 2008, with the accompanying notes to the Appendix 4D, and with the most recent annual financial report. 1
HALF YEAR ENDED 31 DECEMBER 2008 DIRECTORS REPORT Directors' Report Your directors present their report on the consolidated entity consisting of MIKOH Corporation Limited and the entities it controlled at the end of, or during, the half-year ended 31 December 2008. 1. Directors The following persons were directors of MIKOH Corporation Limited during the whole of the half-year and up to the date of this report: Douglas James Halley (Chairman) John Stanley Keniry James Matthew Blomfield (Managing Director) Richard Owen Holcomb 2. Review of Operations and Results Against the trend of the global economic downturn, overall revenue was up 211.3% on the revenue for the corresponding period last financial year. Sales and consulting revenue for the company s Smart&Secure technology increased by 364% from the corresponding period last year, from $22,976 to $106,613. This is a clear indicator that MIKOH s go-to-market strategy is working and its primary target markets, Automated Vehicle Identification (AVI) and Asset Tracking, are correct. Included in this figure was the first royalty from Sirit, who under license deployed over 180,000 Smart&Secure tags in the Americas during the 4th quarter of 2008. This was the first stage of implementation that will continue throughout 2009 within a territory that has a market potential well into the tens of millions of tags. The fact that MIKOH and its partners are responding to requests for AVI technology in countries outside the Americas (including Australia) is a strong indicator that the global market is, after many delays, moving towards AVI adoption with a requirement that tags include the destruct-onremoval feature - i.e. Smart&Secure. Revenue from digital inkjet printers increased by 1946% from the previous corresponding half year, from $30,826 to $630,571, with sales of printers to customers in Sydney and Turkey, as well as increased ink sales and servicing revenue. We expect this trend to continue throughout 2009 as MIKOH develops a unique printing product for a customer who plans to drive global adoption of this new product in the Fast Moving Consumer Goods market. Sales for SubScribe were down 12% on the corresponding period last year, from $170,271 to $149,553. A significant increase in business is expected in calendar 2009 as MIKOH establishes additional label production facilities in Melbourne to meet the demands from its new customer base. However, this increase in business activity is anticipated to commence from May, so full year revenue is expected to be slightly lower than revenue for 2007/08. The loss before income tax for the half year ended 31 December 2008 was $1,961,527 compared to a loss before income tax for the previous corresponding period of $2,638,772. Accounting standards required that approximately $100k be expensed for the entire acquisition of Global Integrity Pty Ltd, despite the benefits this acquisition has delivered, and will continue to deliver, to MIKOH. Notwithstanding this expense, indirect costs reduced by over 20%. When combined with the increased revenue, the loss for the half-year reduced by 26% compared to July-December 2007. Manufacturing expenses increased due to increased sales, and R&D costs increased as the SecureContainer was further developed and brought to market. However administration costs and sales and marketing costs reduced significantly, partly through greater cost control and partly due to a significant decrease in share options expense, with no share options being issued in the December 2008 half year. MIKOH continues to benefit from the Federal Government's Research and Development Tax Offset scheme, with a tax credit of $44,000 recorded for the half year 2
HALF YEAR ENDED 31 DECEMBER 2008 DIRECTORS REPORT The results for the half year are summarised as follows:- Total revenue for the period was $930,634, representing a 211.3% increase over the corresponding period last year of $298,970; Net loss for the period after income tax was $1,917,527, representing a 25.9% decrease over the loss for the corresponding period last year of $2,586,272; Net cash outflow from operating activities for the half year was $1,666,352, representing an 18.2% decrease over the corresponding period last year of $2,038,222; and Net assets at the end of the half-year amounted to $1,113,888 compared to net assets of $2,528,916 as at 30 June 2008, with a working capital surplus of $728,216 compared to a working capital surplus of $2,185,414 at 30 June 2008. As at the date of this report the directors have issued a mandate to raise up to $1 million in additional capital. 3. Auditor's Independence Declaration under Section 307C of the Corporations Act 2001 The auditor s independent declaration is set out on page 4 and forms part of the directors report for the half year ended 31 December 2008. This report is made in accordance with a resolution of the Directors: Doug Halley Chairman Sydney, 27 February 2009 3
Deloitte Touche Tohmatsu ABN 74 490 121 060 The Board of Directors Mikoh Corporation Limited Unit 10 62 Albert Street Preston VIC 3072 Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1219 Australia DX 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au Dear Board Members Mikoh Corporation Limited In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Mikoh Corporation Limited. As lead audit partner for the review of the financial statements of Mikoh Corporation Limited for the half-year ended 31 December 2008, 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. Yours sincerely Deloitte Touche Tohmatsu Michael Kulic Partner Chartered Accountants Sydney, 27 th February 2009 Liability limited by a scheme approved under Professional Standards Legislation. 4
Deloitte Touche Tohmatsu A.B.N. 74 490 121 060 Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia DX 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au Independent Auditor s Review Report to the Members of Mikoh Corporation Limited We have reviewed the accompanying half-year financial report of Mikoh Corporation Limited, which comprises the balance sheet as at 31 December 2008, and the income statement, cash flow statement, statement of changes in equity for the half-year ended on that date, selected explanatory notes and the directors declaration of the consolidated entity comprising the company and the entities it controlled at the end of the half-year or from time to time during the half-year as set out on pages 7 to 15. Directors Responsibility for the Half-Year Financial Report The directors of the company are responsible for the preparation and fair presentation of the half-year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. 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 an Interim 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 half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of Mikoh Corporation Limited s financial position as at 31 December 2008 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. Liability limited by a scheme approved under Professional Standards Legislation. 5
Auditor s Independence Declaration In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. 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 2008 and of its performance for the half-year ended on that date; and (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. Material Uncertainty Regarding Continuation as a Going Concern Without qualifying our conclusion, we draw attention to Note 1(c) in the financial report which indicates that the consolidated entity incurred a net loss of $1,917,527 and net cash outflows of $1,815,233 during the half year ended 31 December 2008. 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 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. DELOITTE TOUCHE TOHMATSU Michael Kulic Partner Chartered Accountants Sydney, 27 th February 2009 6
CONSOLIDATED INCOME STATEMENT For the half year ended 31 December 2008 Note Consolidated Half year ended Half year ended 31 December 31 December 2008 2007 $ $ Revenue from ordinary activities 2 886,737 226,574 Less cost of goods sold (536,354) (75,586) Gross Profit 350,383 150,988 Other income 43,897 72,396 Expenses by function:- Manufacturing (133,266) (77,167) Administration and general (903,040) (1,177,816) Marketing and sales (855,428) (1,208,476) Research and development (464,073) (398,697) Loss before income tax 2 (1,961,527) (2,638,772) Income tax benefit 44,000 52,500 Loss for the half year (1,917,527) (2,586,272) Weighted basic loss per share for the half year (1.01) cents (1.44) cents Weighted diluted loss per share for the half year (1.01) cents (1.44) cents Notes to the condensed consolidated financial statements are included on pages 11 to 14 7
CONSOLIDATED BALANCE SHEET As at 31 December 2008 Consolidated Note 31 Dec 2008 30 June 2008 $ $ Current Assets Cash assets 611,676 2,424,943 Trade and other receivables 230,446 168,921 Inventories 222,806 392,858 Other assets 376,266 370,189 Total Current Assets 1,441,194 3,356,911 Non-Current Assets Plant and equipment 489,788 414,923 Total Non-Current Assets 489,788 414,923 Total Assets 1,930,982 3,771,834 Current Liabilities Trade and other payables 491,311 1,025,478 Provisions 221,667 146,019 Total Current Liabilities 712,978 1,171,497 Non-Current Liabilities Provisions 104,116 71,421 Total Non-Current Liabilities 104,116 71,421 Total Liabilities 817,094 1,242,918 Net Assets 1,113,888 2,528,916 Equity Contributed equity 3 32,008,421 31,455,913 Reserves 1,605,250 1,605,086 Accumulated losses (32,499,783) (30,532,083) Total Equity 1,113,888 2,528,916 Net tangible asset backing per ordinary security 0.59 cents 1.34 cents Notes to the condensed consolidated financial statements are included on pages 11 to 14 8
CONSOLIDATED CASH FLOW STATEMENT For the half year ended 31 December 2008 Note Consolidated Half year ended Half year ended 31 December 31 December 2008 2007 $ $ Cash Flows from Operating Activities (inclusive of Goods and Services Tax) Receipts from Customers 852,882 230,094 Payments to suppliers and employees (2,703,949) (2,515,169) (1,851,067) (2,285,075) Receipt of R&D Tax Offset 138,908 162,034 Receipt of Export Market Development Grant 6,507 - Interest received 39,300 84,819 Net cash outflow from operating activities (1,666,352) (2,038,222) Cash Flows from Investing Activities Payments for plant and equipment (134,337) (86,620) Net cash outflow from investing activities (134,337) (86,620) Cash Flows from Financing Activities Proeeds of borrowings Repayment of borrowings Proceeds from the issue of shares 1,500 257,500 Payment for share issue expenses (52,044) - Net cash inflow from financing activities (50,544) 257,500 Net decrease in cash held (1,851,233) (1,867,342) Cash at the beginning of the half year 2,424,943 3,027,258 Effects of exchange rate changes on cash 37,966 (6,174) Cash at the end of the half year 611,676 1,153,742 Notes to the condensed consolidated financial statements are included on pages 11 to 14 9
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the half year ended 31 December 2008 Note Consolidated Half year ended Half year ended 31 December 31 December 2008 2007 $ $ Total equity at the beginning of the period 2,528,916 3,398,608 Exchange differences on translation of foreign operations (104,303) (2,247) Total income and expense for the period recognised directly in equity (104,303) (2,247) Profit (loss) for the period (1,917,527) (2,586,272) Total recognised income and expense for the half year (2,021,830) (2,588,519) Transactions with equity holders in their capacity as equity holders: Issue of share capital 595,714 257,500 Less share issue expenses (43,206) - Issue of share options 54,294 591,921 Total equity at the end of the period 1,113,888 1,659,510 Notes to the condensed consolidated financial statements are included on pages 11 to 14 10
1. Significant Accounting Policies a) Statement of Compliance MIKOH CORPORATION LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the half year ended 31 December 2008 The half-year financial report is a general purpose financial report prepared in accordance with the Corporation 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 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. 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 2008 annual financial report for the financial year ended 30 June 2008. c) Going Concern The financial report has been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. For the reasons described below, there is significant uncertainty whether the consolidated entity will continue as a going concern: The consolidated entity has incurred a loss of $1,917,527 and net cash outflows from operating activities of $1,666,352 for the current period. The company currently only has sufficient working capital to meet its requirements until at least 1 April 2009. In the event that the expected contracts underpinning the cash flow forecast do not eventuate by April 2009, the company will be required to raise additional equity finance to satisfy its working capital requirements. The ability of the consolidated entity to continue as a going concern is dependent on its ability to: Obtain additional equity finance. At the date of this report the company has received in writing a commitment for a private placement of 3.75 million shares at 4 cents per share, raising a total of $150,000; Secure profitable sales contracts; Achieve future profitable trading operations; Generate sufficient cash flows from operations to enable its obligations to be met. The company has traditionally been able to raise equity funding by way of private placements to meet its ongoing working capital requirements. During the half year ended 31 December 2008 the company raised $550,000 by way of private placements. In the prior year ended 30 June 2008 the company raised $3,151,527 by way of private placements and $959,000 from existing shareholders via a share purchase plan. The directors have no reason to believe that the consolidated entity will be unable to raise the necessary amounts during the year ending 30 June 2009 to fund its working capital requirements. 11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the half year ended 31 December 2008 1. Significant Accounting Policies c) Going Concern (continued) At the date of this report and having considered the above factors, the directors are confident that the consolidated entity will be able to continue as a going concern. Notwithstanding this there is significant uncertainty 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 financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the consolidated entity not continue as a going concern. 2. Segment Reporting Half-Year 2008 Security Technologies Digital Marking Technologies Inter- Segment Eliminations/ Unallocated Consolidated $ $ $ $ Segment revenue 256,166 630,571 43,897 930,634 Segment result (320,401) (136,647) - (457,048) Unallocated revenue less unallocated expenses (1,504,479) Profit/(Loss) from ordinary activities before related income tax expense (1,961,527) Income tax benefit 44,000 Profit/(Loss) for the period (1,917,527) Half-Year 2007 Security Technologies Digital Marking Technologies Inter- Segment Eliminations/ Unallocated Consolidated $ $ $ $ Segment revenue 195,748 30,826 72,396 298,970 Segment result (1,028,261) (181,346) - (1,209,607) Unallocated revenue less unallocated expenses (1,429,165) Profit/(Loss) from ordinary activities before related income tax expense (2,638,772) Income tax benefit 52,500 Profit/(Loss) for the period (2,586,272) 12
3. Issued Capital MIKOH CORPORATION LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the half year ended 31 December 2008 Ordinary Shares Number $ Issued and fully paid 189,311,076 32,008,421 Movements in ordinary shares on issue Balance at 30 June 2008 187,168,219 31,455,913 Subsequent costs for shares issued on 30 June 2008 - (15,706) Issued on 3 July 2008, net of costs 1,571,428 522,500 Issued on 8 December 2008 571,429 45,714 Balance at 31 December 2008 189,311,076 32,008,421 Options No options were granted in the half year ending 31 December 2008. No options were exercised in the half year ending 31 December 2008. The following options lapsed during the half year ending 31 December 2008. Grant Date Expiry Date Exercise price per option Number 25 September 2003 25 September 2008 20 cents 4,400,000 31 December 2005 31 December 2008 10 cents 1,000,000 Options outstanding as at 31 December 2008 are: Expiry Date Exercise price per option Number 31 March 2010 10 cents 2,000,000 31 March 2010 15 cents 1,000,000 31 March 2010 20 cents 1,000,000 31 August 2011 15 cents 3,500,000 31 August 2011 25 cents 3,500,000 10 January 2012 30 cents 3,000,000 11 May 2012 50 cents 1,000,000 11 May 2012 80 cents 1,000,000 28 May 2012 50 cents 2,125,000 28 May 2012 80 cents 2,125,000 31 March 2013 80 cents 125,000 31 March 2013 $1.20 125,000 13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the half year ended 31 December 2008 4. Contingent Liabilities There are no contingent liabilities at the report date. 5. Events Subsequent to the Reporting Date No matters or circumstances have arisen since the end of the reporting period which have significantly affected or may affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial periods. 14
DIRECTORS DECLARATION For the half year ended 31 December 2008 The directors declare that: (a) 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; and (b) in the directors opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity. 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 Doug Halley Chairman Sydney, 27 February 2009 15