21 1997 Financial Statements and Reports Cochlear Limited and its controlled entities for the year ended 30 June 1997 Contents Directors’ report 22 Profit and loss accounts 26 Balance sheets 27 Statements of cash flows 28 Notes to the financial statements 29 Statement by Directors 54 Independent auditors’ report 55 Stock Exchange information 56
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21
1997 Financial Statements and Reports
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
Contents
Directors’ report 22
Profit and loss accounts 26
Balance sheets 27
Statements of cash flows 28
Notes to the financial statements 29
Statement by Directors 54
Independent auditors’ report 55
Stock Exchange information 56
22
Directors’ report
The Directors present their report, together with the financial statements of CochlearLimited (the Company) and the consolidated financial statements of the Economic Entity,being the Company and its controlled entities, for the year ended 30 June 1997, and theAuditors’ Report thereon.
DirectorsThe Directors of the Company in office at the date of this report and particulars of their ages,
qualifications and experience are set out on page 18 of the Annual Report.
Directors’ meetingsThe number of Directors’ meetings (including meetings of Committees of Directors) and number of
meetings attended by each of the Directors of the Company during the financial year are:
Meetings Meetings Meetings Meetings Meetings Meetingsheld (1) attended held (1) attended held (1) attended
Prof DG Penington, AC 10 10 1 1 4 4
Ms CB Livingstone (2) 10 10
Prof BDO Anderson, AO 10 9 1 0
Mr JA Calvert-Jones 10 9 1 1
Ms EC Holley 10 10 4 4
Mr JH Veeneklaas 4 4 1 1
Mr PJ North 4 4 1 1
1. Reflects the number of meetings held during the time the Director was a member of the Board
and/or Committee.
2. Although not a member of the Remuneration and Audit Committees, Ms Livingstone attended four
Audit Committee meetings and one Remuneration Committee meeting by invitation.
Principal activities and review of operations and resultsThe principal activities and a review of the operations of the Economic Entity during the year ended
30 June 1997, and the results of those operations are set out on pages 2 to 20 of the Annual Report.
Other than as discussed in this report, there were no significant changes in the nature of those activities
during the year ended 30 June 1997 and the results of those operations are set out on pages 6 to 7.
23
Consolidated resultsThe consolidated results for the year attributable to the members of the Company are:
Sales revenue 71,913 72,275
Operating profit before tax 14,845 13,676
Operating profit after tax 10,809 10,863
Earnings per share (cents) 21.6c 21.7c
DividendsDividends paid or declared by the Company since listing on the Australian Stock Exchange were:
As proposed and provided for in last year’s report:
A final ordinary dividend of 7.5 cents per share, unfranked, amounting to $3,750,000, in respect of the
year ended 30 June 1996, paid on 22 October 1996
In respect of the current year:
Interim ordinary dividend of 5 cents per share, franked to 100% withClass C (36%) franking credits, paid on 24 April 1997 2,500
Final ordinary dividend recommended by the Directors of the Companyof 7.5 cents per share, franked to 38% with Class C (36%) franking credits,to be paid on 21 October 1997 3,750
Total dividends provided for and paid in respect of the year ended30 June 1997 6,250
Changes in state of affairsThere were no significant changes in the state of affairs of the Economic Entity during the year ended
30 June 1997.
There has not arisen in the interval between the end of the financial year and the date of this report,
any item or transaction or event of a material and unusual nature likely, in the opinion of the Directors
of the Company, to affect significantly the operations of the Economic Entity, the results of those
operations or the state of affairs of the Economic Entity in subsequent financial years.
Directors’ report
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
1997 1996$000 $000
$000
24
Likely developmentsFurther information as to likely developments in the operations of the Economic Entity and the
expected results of those operations in subsequent financial years has not been included in this report
because the Directors believe, on reasonable grounds, that to include such information would be likely
to result in unreasonable prejudice to the Economic Entity.
OptionsOn 20 February 1997, the Company granted options over 35,000 unissued ordinary shares to one
employee under an Executive Share Option Plan. The options are exercisable in two approximately
equal tranches in the month following lodgement with the Australian Stock Exchange of the
Company’s preliminary financial statements for the financial years ending in June 1999 and 2000. The
number of options which will be exercisable by the executive will depend upon the compound annual
growth rate of the earnings per share achieved by the Economic Entity since 1 July 1995. Three
different levels of growth rates have been set which will determine the number of options which will
be exercisable by the executive in any particular year.
The names of the persons who currently hold options in the above plan are entered in the Register of
Options kept by the Company pursuant to Section 216C of the Corporations Law. The Register may
be inspected free of charge. Pursuant to Australian Securities Commission Class Order 97/1011 dated
9 July 1997, the Directors have taken advantage of relief available from the requirements to disclose
the names of the person, not being a Director, to whom options were issued during the year.
Directors’ interestsThe relevant interest of each Director in the share capital of the Company, as notified by the Directors
to the securities exchange in accordance with Section 235(1)(a) of the Corporations Law at the date of
this report, is as follows:
Prof DG Penington, AC 25,000
Ms CB Livingstone 20,000
Prof BDO Anderson, AO 4,000
Mr JA Calvert-Jones (1) 180,000
Ms EC Holley 8,000
Mr PJ North -
1. Mr JA Calvert-Jones is Chairman of the Bionic Ear Institute which also owns 400,000 ordinary shares.
Cochlear Limited$0.10 ordinary shares
Directors’ report
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
25
Directors’ benefitsSince the end of the previous financial year, no Director of the Company has received or become
entitled to receive any benefit (other than a benefit included in the aggregate amount of remuneration
received or due and receivable by Directors shown in the consolidated accounts), because of a contract
made by the Company, its controlled entities or a related body corporate with the Director, or with a firm
of which the Director is a member, or with an entity with which the Director has a substantial interest.
Indemnification of officersUnder the terms of Article 35 of the Company’s Articles of Association, and to the extent permitted by
law, the Company has indemnified the Directors of the Company, named in this report, the Company
Secretary (Mr NJ Mitchell) and other persons concerned in or taking part in the management of the Company.
The indemnity applies when persons are acting in their capacity as officers of the Company in respect of:
• liability to third parties (other than the Company or related bodies corporate), if the relevant officer
has acted in good faith; and
• the cost and expenses of successfully defending legal proceedings in which relief under the
Corporations Law is granted to the relevant officer.
Insurance of Directors and officersDuring the year, the Company has paid a premium for a Directors’ and Officers’ Liability Insurance
contract. The insurance provides cover for the Directors named in this report, the Company Secretary
(Mr NJ Mitchell), officers and former directors and officers of the Company. The policy also provides
cover for present and former Directors and officers of the Economic Entity. The Directors have not
included details of the nature of the liabilities covered and the amount of the premium paid in respect
of the Directors’ and Officers’ Liability Insurance contract, as such disclosure is prohitibed under the
terms of the contract.
Rounding offThe Company is of a kind referred to in Regulation 3.6.05(6) of the Corporations Regulations and
the amounts in this report and the accompanying financial statements have been rounded off to the
nearest one thousand dollars, in accordance with Section 311 of the Corporations Law, unless
otherwise indicated.
Dated at Sydney this 26th day of August 1997
Signed in accordance with a resolution of the Directors:
Director Director
Directors’ report
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
Consolidated Company
1997 1996 1997 1996Note $000 $000 $000 $000
Operating profit before income tax 14,845 13,676 11,102 17,448
Income tax expense attributable to operating profit 4 4,036 2,813 3,055 524
Operating profit after income tax 10,809 10,863 8,047 16,924
Retained profits at the beginning of the financial year 14,213 42,401 7,597 30,465
Aggregate of amounts transferredfrom reserves 21 34 741 - -
Total available for appropriation 25,056 54,005 15,644 47,389
Dividends provided for or paid 5 6,250 38,878 6,250 38,878
Bonus share issue 20 - 914 - 914
Retained profits at the end of the financial year 18,806 14,213 9,394 7,597
Basic earnings per share (cents) 7 21.6 c 21.7c
The profit and loss accounts are to be read in conjunction with the notes to and forming part of the
financial statements set out on pages 29 to 53.
26
Profit and loss accounts
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
Total shareholders’ equity 23,307 18,456 14,394 12,597
The balance sheets are to be read in conjunction with the notes to and forming part of the financial
statements set out on pages 29 to 53.
Balance sheets
Cochlear Limited and its controlled entitiesas at 30 June 1997
Cut off
Consolidated Company
1997 1996 1997 1996Note $000 $000 $000 $000
Cash flows from operating activitiesCash receipts in the course of operations 67,757 74,674 45,152 39,366Cash payments in the course of operations (58,309) (52,518) (36,829) (31,966)Dividends received - - - 10,416Grants received 470 601 470 601Interest received 733 367 596 289Interest paid (119) (77) - (22)Income taxes paid (4,299) (3,569) (1,800) (905)
Net cash provided by operating activities 22(ii) 6,233 19,478 7,589 17,779
Cash flows from investing activities
Payment for plant and equipment (2,029) (1,574) (1,469) (1,210)Proceeds from sale of non current assets 2(a) 23 139 18 70Investment in controlled entities 22(iv) - (3,123) - (3,250)
Net cash used in investing activities (2,006) (4,558) (1,451) (4,390)
Decrease in income tax expense due to:Exempt dividends - - - (3,750)Research and development allowance (987) (1,698) (987) (1,698)Other allowable permanent differences (667) (711) - (360)
Income tax expense on operating profit 4,258 2,813 3,028 498
Income tax (over)/under provided in prior years (222) - 27 26
Total income tax expense 4,036 2,813 3,055 524
Total income tax expense is made up of:Current income tax provision 3,994 3,266 2,798 1,431Future income tax benefit 264 (453) 230 (933)(Over)/under provision in prior years (222) - 27 26
4,036 2,813 3,055 524
(b) Provision for current income tax
Balance at the end of the year 18 2,615 2,992 2,429 1,405
(c) Prepaid income tax
Balance at the end of the year 10 371 - - -
(c) Future income tax benefit
Future income tax benefit comprises the estimated future benefit at current income tax rates of:
Provisions and other timing differences not currently deductible 13 6,479 6,548 3,865 4,095
Notes to and forming part of the financial statements
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
37
Consolidated Company
1997 1996 1997 1996Note $000 $000 $000 $000
5. Dividends
Dividends provided for or paid by the Company are:
Ordinary dividends
• An interim ordinary dividend of 5 cents per share, franked to100% (1996: nil%) with Class C (36%) franking credits, was paid on 24 April 1997 2,500 2,500 2,500 2,500
• A final ordinary dividend of 7.5 cents per share, franked to 38% (1996: nil%) with Class C (36%) franking credits, is recommended by the Directors of the Company 18 3,750 3,750 3,750 3,750
6,250 6,250 6,250 6,250
Capital restructuring dividendAs part of the reconstruction prior to listing on 4 December 1995, the Company declared a dividend of $32,628,000 by way of:
• elimination of net recoverable from its parent entity as at 1 July 1995 - 30,987 - 30,987
• payment of a cash dividend - 1,641 - 1,641
- 32,628 - 32,628
6,250 38,878 6,250 38,878
Notes to and forming part of the financial statements
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
6. Geographical segments
7. Earnings per share
Basic earnings per share (cents) 21.6c 21.7c
Weighted average number of ordinary shares used in the calculation of basic earnings per share 50,000,000 50,000,000
There is no difference between basic earnings per share and diluted earnings per share.
Amount receivable from controlled entities 27 - - 3,599 2,581
Other amounts receivable 125 392 125 392
15,482 11,786 4,707 3,657
Non currentOther amounts receivable 326 267 - -
9. Inventories
Current
Raw materials and stores, at net realisable value 2,356 1,009 2,356 1,009Work in progress, at net realisable value 2,725 2,601 2,725 2,601Finished goods, at net realisable value 3,008 2,190 729 237
8,089 5,800 5,810 3,847
10. Other current assets
Prepayments and other debts 1,291 1,558 349 547Prepaid income tax 371 - - -
1,662 1,558 349 547
11. Investments
Non current
Shares in controlled entities,unquoted at cost 23 - - 3,944 3,944
Notes to and forming part of the financial statements
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
Notes to and forming part of the financial statements
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
41
Consolidated Company
1997 1996 1997 1996$000 $000 $000 $000
15. Commitments
Operating lease commitments
Future non cancellable operating lease rentals not provided for in the financial statements are payable as follows:
not later than one year 1,773 1,363 590 646later than one year but not later than two years 1,537 1,066 589 646later than two years but not later than five years 1,801 870 100 108
5,111 3,299 1,279 1,400
Finance lease commitments
Finance lease rentals are payable as follows:
not later than one year - 137 - 137later than one year but not laterthan two years - 8 - 8
- 145 - 145
Future lease finance charges - (4) - (4)
- 141 - 141
Lease liabilities provided for in the financial statements:
current - 133 - 133non current - 8 - 8
Total lease liability - 141 - 141
Notes to and forming part of the financial statements
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
42
Consolidated Company
1997 1996 1997 1996$000 $000 $000 $000
16. Financing arrangements
The Economic Entity has access to the following lines of credit:
Balance at beginning of year - 2,588 - 2,588Conversion to ordinary shares - (2,588) - (2,588)
Balance at end of year - - - -
General
Balance at beginning of year 73 25 -Translation adjustment (3) - - -Transfers from retained profits - 48 - -
Balance at end of year 70 73 - -
Foreign currency translation
Balance at beginning of year (830) 2,150 - -Translation adjustment on controlled foreign entity’s financial statements 295 (2,191) - -Crystallisation of reserve following dividend paid by controlled entities (34) (789) - -
Balance at end of year (569) (830) - -
Notes to and forming part of the financial statements
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
Consolidated Company
1997 1996 1997 1996$000 $000 $000 $000
46
22. Notes to the statements of cash flows
i. Reconciliation of cash
For the purposes of the statements of cash flows, cash includes cash on hand and at bank and deposits at
call, net of outstanding bank overdraft. Cash as at the end of the financial year as shown in the
statements of cash flows is reconciled to the related items in the balance sheets as follows:
Total income paid or payable or otherwise made available to all Directors of the Company from the Company or any related party 593 519
Total income paid or payable or otherwise made available to all directors of each entity in the Economic Entity from the Company, or any related party 593 519
Directors’ income does not include insurance premiums paid by the Company or related parties in
respect of Directors’ and Officers’ Liabilities Insurance contract, as the insurance policies do not specify
premiums paid in respect of individual directors.
$000 $000 $000 $000
Notes to and forming part of the financial statements
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
Executive officers of Executive officersentities in the of the Company
Economic Entity
1997 1996 1997 1996No. No. No. No.
50
25. Executives’ remuneration
Executives’ remuneration
The income of executives who work wholly or mainly outside Australia is not included in this disclosure. The number of executive officers of the Company whose income from the Company or related bodies corporate falls within the following bands:
Other transactions with the Company or its controlled entities
Dr ML Lehnhardt is a Director of Cochlear (UK) Ltd. Prof Dr Dr E Lehnhardt, a related party,
provided advisory and consulting services to the Company.
Other transactions
The Company engages in purchases and sales with its controlled entities. These transactions are in the
ordinary course of business and normal terms and conditions apply.
Consolidated number held
1997 1996
Notes to and forming part of the financial statements
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
53
Balances with entities within the wholly owned group
The aggregate dividends received and amounts receivable from, and payable to, wholly owned
controlled entities by the Company:
Dividends
Dividends received by the Company from wholly owned controlled entities - 10,416
Current receivables
Amounts receivable from controlled entities 3,599 2,581
Current creditors and borrowings
Amounts owing to controlled entities 327 327
1997 1996$000 $000
Notes to and forming part of the financial statements
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
54
Statement by Directors1. In the opinion of the Directors of Cochlear Limited:
(a) the financial statements as set out on pages 26 to 53 are drawn up so as to give a true and fair view
of the results and cash flows for the financial year ended 30 June 1997, and the state of affairs as at
30 June 1997, of the Company and the Economic Entity;
(b) the consolidated accounts have been made out in accordance with Divisions 4A and 4B of Part 3.6
of the Corporations Law; and
(c) at the date of this statement, there are reasonable grounds to believe that the Company will be able
to pay its debts as and when they fall due.
2. The financial statements have been made out in accordance with applicable Accounting Standards
and Urgent Issues Group Consensus Views.
Dated at Sydney this 26th day of August 1997
Signed in accordance with a resolution of the Directors:
Director Director
Statement by directors
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
55
Independent auditors’ report to members
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
Independent Auditors’ Report to the Members of Cochlear Limited
Scope
We have audited the financial statements of Cochlear Limited for the financial year ended 30 June
1997, consisting of the profit and loss accounts, balance sheets, statements of cash flows, accompanying
notes, and statement by Directors set out on pages 26 to 53. The financial statements comprise the
accounts of the Company and the consolidated accounts of the Economic Entity, being the Company
and its controlled entities. The Company’s Directors are responsible for the financial statements. We
have conducted an independent audit of these financial statements in order to express an opinion on
them to the members of the Company.
Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable
assurance whether the financial statements are free of material misstatement. Our procedures included
examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial
statements, and the evaluation of accounting policies and significant accounting estimates. These
procedures have been undertaken to form an opinion whether, in all material respects, the financial
statements are presented fairly in accordance with Accounting Standards and other mandatory
professional reporting requirements (Urgent Issues Group Consensus Views) and statutory
requirements so as to present a view which is consistent with our understanding of the Company’s and
the Economic Entity’s financial position, the results of their operations and their cash flows.
The audit opinion expressed in this report has been formed on the above basis.
Audit opinion
In our opinion, the financial statements of Cochlear Limited are properly drawn up:
(a) so as to give a true and fair view of:
(i) the state of affairs of the Company and the Economic Entity at 30 June 1997, and the results and
cash flows of the Company and the Economic Entity for the financial year ended on that date; and
(ii) the other matters required by Divisions 4, 4A and 4B of Part 3.6 of the Corporations Law to
be dealt with in the financial statements;
(b) in accordance with the provisions of the Corporations Law; and(c) in accordance with applicable Accounting Standards and other mandatory professional
reporting requirements.
KPMG Roger M Amos
Chartered Accountants Partner
Sydney 26 August 1997
56
Stock Exchange information
Cochlear Limited and its controlled entitiesfor the year ended 30 June 1997
Australian Stock Exchange additional informationAdditional information required by the Australian Stock Exchange Listing Rules and not disclosed
elsewhere in this Annual Report. The information presented is as at 29 August 1997.
Shareholdings
Substantial Shareholders
Bankers Trust Australia Limited 9,199,668 18.4National Mutual Holdings Limited 5,074,735 10.1Deutsche Australia Ltd 4,607,489 9.2Australian Mutual Provident Society 2,858,528 5.7
Non marketable parcels – two shareholders held less than a marketable parcel.
Twenty largest shareholders
Permanent Trustee Company Limited 6,043,607Westpac Custodian Nominees Limited 4,703,222SAS Trustee Corporation 3,737,617The National Mutual Life Association of Australasia Limited 3,030,438Pendal Nominees Pty Limited 2,720,480National Nominees Limited 2,666,962Chase Manhattan Nominees Limited 2,478,742Perpetual Trustees Victoria Limited 1,700,397Australian Mutual Provident Society 1,151,235ANZ Nominees Limited 821,300Westpac Life Insurance Services Limited 749,717Suncorp Life and Superannuation Limited 487,500Caledonia Investments Limited 472,000AMP Custodian Services Pty Limited 444,960LGSS Pty Limited 440,494Suncorp General Insurance Limited 423,854BT Custodians Limited 415,482The Bionic Ear Institute 400,000FSS Trustee Corporation 312,224The Australian National University 300,000
The twenty largest shareholders held 67% of the ordinary shares of the Company.
Number of ordinary %shares held
Category Number of shareholders
Name Number of ordinaryshares held
COCHLEAR LIMITED
ACN 002 618 073
Stock Exchange Listing
Australian Stock Exchange Limited
ASX code COH
Share Register
Corporate Registry
Services Pty Limited
Level 4
55 Hunter Street
Sydney NSW 2000
AUSTRALIA
Telephone: 61 2 9232 4211
Auditors
KPMG
Chartered Accountants
Bankers
Australia
Westpac Banking Corporation
United States of America
Norwest Bank
Switzerland
Union Bank of Switzerland
Japan
The Bank of Tokyo
Mitsubishi Limited
Solicitors
Clayton Utz
ACE
(Advanced Combination Encoders)
The new generation of speech coding strategies
using features of both SPEAK and CIS.
BTE
A Behind-The-Ear speech processor. BTE is
also used to refer to hearing aids which are
placed behind the ear.
channel
Pairs of electrodes available to convey
information to the cochlea (inner ear).
CIS
(Continuous Interleaved Sampling)
Speech coding strategy.
ENT
Ear, nose and throat.
ESPrit
The Ear level Speech Processor for Nucleus 24.
FDA
(Food and Drug Administration)
The principal regulatory body for medical
devices in the United States.
NRT
(Neural Response Telemetry)
The measurement (via telemetry) of the neural
response to electrical stimulation.
PHI
(Profoundly Hearing Impaired)
Hearing loss of more than 90 decibels (dB),
ie. no useful hearing.
SHI
(Severely Hearing Impaired)
Hearing loss of 70dB to 90dB,
ie. some residual hearing.
SPEAK
The speech coding strategy used in the
Nucleus 22 and Nucleus 24.
speech coding strategy
The algorithm used in the speech processor to
convert the sound information from the
microphone to stimulation information which
is sent to the implant.
Spectra
The body worn speech processor for Nucleus 22.
SPrint
The body worn speech processor for Nucleus 24.
Glossary Company information
Des
ign:
Blu
e Sk
y D
esig
n Pt
y Lt
d
Edi
tori
al A
dvis
ors:
Gav
in A
nder
son
& K
ortla
ng
The Annual General Meeting of shareholders of
Cochlear Limited will be held on Level B1, ASX
Auditorium, at the Australian Stock Exchange,
20 Bond Street, Sydney on Tuesday 21 October
1997 at 2.00pm. A formal notice of meeting is
enclosed with this Annual Report setting out the
business of the meeting.
Financial Calendar
21 October 1997 Annual General Meeting
21 October 1997 Final dividend payable
10 February 1998 Interim profit announcement
14 April 1998 Interim dividend payable
19 August 1998 Final profit announcement
Nucleus® is a registered trademark of Cochlear Limited.SPrint, ESPrit, ACE, Smart Speed, custom sound, NRT and BEAMformer are trademarks of Cochlear Limited.Audallion® is a registered trademark of AudioLogic, Inc. in the United States.