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4Genea
This superior level of medical care was also extended to As Genea Fertility Specialist Dr Geoffrey Reid explained,
the public sector from the beginning there has been these ground breaking developments represented both
an IVF unit at RPA for public patients, with the same Prof Jansens vision and his ability to gather the best
pregnancy rate. Prof Jansen was always proud of this possible people to work at Sydney IVF and Genea.
Sydney IVF/Genea public hospital service.
This was his modus operandi, as he offered guidance,
Thirdly, the general level of care had to be personal and encouragement and mentorship to innumerable doctors
genuine, from accounts to counselling. This strategic and scientists, Dr Reid said.
essence was well captured in 2005 with a successful
A considered and caring teacher as well as a physician,
new brand look and the tagline: no better chance, no
researcher and scientist, Prof Jansen was an inspiration,
greater care, Dr Lyneham said.
a mentor, a treasured colleague and a friend to all.
Above all, science was the key and the driving force.
He was also a loving husband, father and grandfather
Rob never wavered from his view that excellence in and the thoughts of all of us at Genea are with Diana,
IVF was predicated on excellence in the science of Wendy, Alice, Peter and Christopher.
IVF and this excellence demanded a large investment
Prof Jansen gave his last public address at the
in research, unequalled in Australia. It was, and is, this
Australian Gynaecological Endoscopy Society (AGES)
investment that sets Genea apart from its competitors
Annual General Meeting in March 2014 from his
and has been responsible for its world-leading success
wheelchair. He spoke about the history and future of Ross AM
Rowan
rates, Dr Lyneham said.
assisted reproduction, and his address was received
These are just a few of the many, many world first with a standing ovation.
developments in IVF and fertility science developed at
Prof Jansens legacy of innovation, commitment to
Sydney IVF and Genea:
excellence, his dedication to the best patient care and
In 1991, work began on Project M91, a culture medium unrelenting enthusiasm lives on at Genea - and the
that replicated conditions within the human fallopian companys accredited doctors and staff are determined
tube. Today, more than 600 clinics around the world to maintain the vision and culture that he instilled in all
nurture embryos using culture media developed by of us.
Genea.
In 1996, Sydney IVF began providing diagnostic
Thank you to Dr Robert Lyneham and Dr Geoffrey Reid
genetic services and was at the forefront in Australia in
for their contributions to this tribute.
developing genetic testing of embryos preimplantation
genetic diagnosis or PGD. Sydney IVF developed the
method of PGD at the blastocyst (Day 5) stage of
embryo development, a technique now recognized
internationally as the gold standard of this form of IVF
treatment.
In 2004, Sydney IVF produced Australias first human
embryonic stem cells from just the second donated
embryo thawed.
6 Chairmans Report
The combination of reduced operating cash flows and I would like to acknowledge the contribution of our
continuing development expenditure in Genea Biomedx Chief Executive Officer, Dr Tomas Stojanov, and his
and Genea Biocells resulted in net cash decreasing senior management team during the year and thank
by $4.6 million. Cash balances stood at $0.8 million our doctors, scientists and staff for their commitment. I
at year end after drawing down $5.4 million of a new would also like to thank my board colleagues for their
banking facility arranged with the Commonwealth Bank support. All of us deeply feel the loss of our friend
of Australia. The unutilised amount of this facility at year and colleague, Professor Rob Jansen, who provided
end was $8.1 million with a further amount of GBP1.4 the inspiration and capability for Genea to be a world
million also undrawn. Cash flow projections indicate that leader in fertility and to help couples realise their dream
the Company is in a sound financial position to continue of having a healthy baby. Your board believes it is of
to fund forecast capital expenditure and operating paramount importance that his vision, mission and
requirements of these new businesses prior to sales of values remain firmly embedded in the Company.
their products ramping up.
An interim dividend of 37 cents per share, unfranked, was
Rowan Ross AM
paid during the year. Your directors have resolved to pay a
final dividend of 54 cents, partially franked, in respect of
FY 2014, bringing total dividends for the year to 91 cents
per share ($1.22 per share in FY 2013). The Company
Rowan Ross AM
has limited franking credits available due to the effect of
concessional tax treatment of research and development
(R&D) expenditure on the corporate tax rate.
The Companys shares sold in a range of $49.50 to
$55.50 during the year with most recent sales around
$50.00. With our two largest competitors, Virtus Limited
and Monash IVF Limited, now listed on the ASX it is
possible to benchmark our Genea Fertility operations
and to obtain market based valuation parameters to
assist in assessing the worth of Genea shares.
As advised to shareholders in the Shareholder Update
for the year ended 30 June 2014, the Company is
budgeting for Net Profit After Tax to remain relatively
stable in FY 2015 at $4.0-5.5 million on higher revenues
of $83-88 million. This subdued profit level continues
to reflect the start-up phase of the Genea Biomedx
and Genea Biocells divisions. We remain confident
that the significant investment we have made in these
divisions will reward shareholders over the medium term,
and ensure the Companys future in an increasingly
competitive market.
Left to right
(Inset)
Professor Robert Jansen AM
Non-Executive Director
Mr Euan Pizzey
Non-Executive Director
Mr David Smithers AM
Non-Executive Director
Mr Rowan Ross AM
Chairman
Dr Robert Woolcott
Non-Executive Director
Dr Tomas Stojanov
Chief Executive Officer
8
9
2014 Group Result Summary
Group Revenue
76.3
Basic EPS
$
million 173 cents
54
IVF revenues were up 8%
cents
$
4.9 million
$
(4.6) million
The year just past has delivered new competition in the We have to accept that the industry has changed forever
form of low cost clinics and clinics offering rudimentary and the main goal of some of our competitors is to
services at the Medicare only rate, all against the maximise profit not to maximise the long term chances of
backdrop of an industry that is not fully transparent patients to achieve a healthy pregnancy. We have to adapt!
about outcomes. Some market players claim success And most importantly we have to make sure that everybody
on the basis of comparatively strong clinical pregnancy relevant knows who we are and why we are by far the best
rates when we all know that the only measure of value for money when you need infertility treatment.
success important to our patients is taking home a Your company is focused on continuing to deliver our
healthy baby. The lack of transparency and a consistent premium, full cost model of fertility treatment with a
measure in this area allows lower performing clinics service offering that stretches from pre-conception
to pick and choose when selecting a metric to show through conception to post clinical pregnancy testing
success, potentially hiding their true outcomes. and care. Our world leading status in PGD, genetic
Medicare contributions to fertility treatment are testing and embryo vitrification already provides patients
important to ensure accessibility for all facets of the with numerous options to start and grow their families
population, not just the more wealthy socio-economic and the coming year will see an expansion of these
segment. However, the downside of the rebate and services to help a wider range of patients.
services designed to be delivered with no out-of-pocket Our new technologies and methodologies are rapidly
costs is that they lower normal market economy enabling the reality of entire families being developed
pressures on poor performance. from one stimulated cycle (oocyte pick-up or OPU).
Under Medicare, the fact that someone else is paying Multiple healthy embryos are created, one is transferred
for the IVF treatment removes a great deal of the impetus leading to pregnancy and others are vitrified for later
for excellence. Its far too easy, at $0 to $500 a treatment, transfer on a natural cycle. Essentially F = OPU1 (one
to simply say: we can afford to have another cycle. family equals one OPU). Continued development of this
approach to fertility treatment will be cost effective for
patients and for society.
12 From the CEO
However, the reality is that the volume of OPUs remains Geneas credentials as an IVF pioneer are
Geneas main business driver for the Fertility business unquestionable. Your companys history of innovation
and activity needs to be focused on OPU growth while includes being the first:
still delivering the best clinical outcomes possible.
IVF clinic in the world to develop and routinely conduct
Genea Biomedx blastocyst biopsy
Our expertise in the processes and procedures IVF clinic in the world to develop a triple sequential,
undertaken to continue to improve the success of each ready-to-use embryo culture media system
form of assisted reproduction is translated into our
Australian fertility clinic to introduce routine Day 5
IVF technologies company, Genea Biomedx. Genea
embryo transfers
Biomedx is the second pillar of our three pronged
business model. The relationship between Genea Australian fertility clinic to introduce routine single
Fertility and Genea Biomedx is symbiotic and our main embryo transfer
competitive advantage - access to the Genea Embryo
Australian fertility clinic to develop and routinely
Medium Suite, or Gems, has already greatly benefited
replace the old slow freezing method for embryos and
tens of thousands of our patients. We anticipate that late
eggs with a more efficient and successful vitrification
in the 2014 calendar year, the benefits will also begin
process
to flow back to the Fertility business with the scheduled
introduction of instruments Geri (time lapse incubation) Australian fertility clinic to perform full chromosomal
and Gavi (automated vitrification) in our labs. analyses of an embryo by microarray CGH
Tomas Stojanov
feedback scores well above 90%, demonstrating that Everything we do at Genea is about improving your chance of success.
Its why our expert Fertility Specialists, in collaboration with our holistic
we met patient expectations and our patients were practitioners, consider all aspects of your fertility to create the best
treatment plan for you. Age, lifestyle and diet, as well as medical factors,
can all play a part.
satisfied with our services. These metrics demonstrate our And well continue to lead the way in researching new and better
leadership in the field. methods of further improving chances, such as our recent IVF innovation
in embryo culture media GemsTM - the vital solutions that nurture egg,
sperm and embryo development.
Our people, technology and unrivalled expertise together create a
Continued success greater chance for everyone we assist.
Geneas fertility laboratories continued to provide * 40% greater than the average of other clinics combined, according to analysis of the latest available data (2011)
released August 2013 from the Australian and New Zealand Reproduction Database (ANZARD) and based on live
Genea clinicians and patients with leading outcomes. A births per embryo transfer.
comparison of the most recent available national data Genea - Latte ad - Sept2014.indd 1 23/09/2014 5:03:19 PM
Introduction of more standard clinical protocols a clinic joint venture with Oxford Womens Health in
to streamline patient management and our staffs Christchurch, New Zealand
interaction points with our Fertility Specialists. Internationally during FY 2014:
With these initiatives in place, the Fertility division Superior ART continued to grow rapidly in Thailand. It
successfully reached the targets set-out at the onset of is one of the leading providers of PGD for karyotyping
the FY 2014 to reduce personnel cost as a percentage of and genetic conditions. A new clinic was opened in
revenue. Udon Thani, and we have established consultancies in
Myanmar and Vietnam and offices in China.
Licensing of our IVF and PGD technology was
undertaken in the Czech and Slovak republics 10
years ago which deliver a stable revenue stream to our
Fertility business. Our European partner Sanatorium
Helios has established itself as an industry leader in
Europe, with a respectable live birth rate matching
results at our Kent Street facility. This model of
technology licensing and franchising is currently
underutilised in our view and we are actively testing
this model with our Thai partners throughout South
East Asia.
* Latest available data (2011) released August 2013 from the Australian and New Zealand Assisted Reproduction Database (ANZARD).
** Than the average of other clinics combined, according to analysis of the latest available data (2011) released August 2013 from the Australian and
New Zealand Assisted Reproduction Database (ANZARD) and based on live births per embryo transfer.
Genea Biomedx develops innovative high-technology Over the past 12 months, Genea Biomedx has focused
products designed to standardise and automate on the transition of the instrumentation development
laboratory processes to ensure consistency of high quality projects, Gavi and Geri, through to commercial
outcomes. manufacture. In Sydney, we upgraded the Kent Street
culture media production facility to comply with stringent
Our objectives are to:
international regulatory standards.
Develop and commercialise IVF laboratory
Offshore, the team secured a substantial UK facility which
technologies for sale to the global ART market
includes a GMP grade clean-room for large-scale media
Utilise these technologies within our Fertility business manufacturing. The facility is also the intended location of
to improve processes, reduce handling risk and the European commercial headquarters.
ultimately create a competitive advantage in the
Administratively, we implemented a business-wide
markets in which we operate.
Enterprise Resource Planning system which includes
a sophisticated supply chain management system. We
are also progressing QA processes and regulatory
submissions for Gems, Gavi and Geri. It is anticipated that
the complete range will have CE marking in 2015.
Facilities
The existing Kent Street culture media production facility
was upgraded during FY 2014 in order to provide for
increased volumes of commercial media to external
parties in regulated and unregulated markets. The
upgraded facility has state of the art equipment within a
controlled, high-grade clean room environment to ensure
Laura Sandys, MP for South Thanet, Tomas Stojanov, high quality product is provided to customers.
Genea CEO and Mark Dance, Cabinet Member for
Regeneration and Economic Development at Kent County
Council cutting the ribbon at the new Biomedx UK facility.
Development of Gavi is complete with the transition to Our continued investment in the various development
manufacture being the primary focus toward the end of and commercialisation activities of Genea Biomedx has
FY 2014. Production quality units of Gavi have now been resulted in an EBIT loss for the year of $8.1 million. We
built and utilised for final regulatory testing and clinical expect that the pay-back from this investment will begin
evaluation in Genea clinics before year end. As per Gems, to be realised over the next 12-18 months as sales of
regulatory clearance for Gavi is anticipated in 2015. Genea Biomedxs products ramp up.
Directors, officers and employees are expected: Genea is very proud of the gender diversity that exists
within the Company. Women comprise 89% of the
1. to comply with the law and the constitution of the total Genea workforce and occupy 66% of senior and
Company; frontline management positions, and women currently
2. to adhere to recommendations made by the hold 2 of the 8 senior executive positions on the Genea
Companys independent auditors, the Ethics Executive Committee.
Committee, and the Professional Advisory Board;
Board committees
3. to act only in the best interest of the Company and its
1. Chairmans Committee
shareholders taken as a whole;
Chaired by the Chairman of the Board and consisting
4. to disclose actual or potential conflicts of interest, entirely of non-executive directors with the majority
including any additional direct or indirect commercial being independent, the role of the Chairmans
relationship with the Company or with the Companys Committee is to assist the Board in fulfilling its
competitors; responsibilities by reviewing, advising and making
5. to be responsible and accountable for all their actions, recommendations to the Board in the following areas:
and to act always with due skill, care and diligence; A. Remuneration:
6. to observe the ethical values of fairness and honesty; the Companys remuneration, recruitment, retention
7. to respect the dignity of others; and termination policies and procedures for senior
executives;
8. at all times to respect the privacy and right to
confidentiality of the Companys patients, clients and senior executives remuneration and incentives;
customers; and superannuation arrangements;
9. not knowingly to conceal an error, whether clinical, the remuneration framework for directors; and
scientific, clerical or administrative (the reciprocal duty
of the Company being a policy not to disadvantage a gender equality remuneration.
member of the Company for the making of a mistake).
monitoring current R&D projects of the Genea The Company has had in place since May 2006, the
Biomedx and Genea Biocells divisions; Genea Share Trading Policy as directors, officers and
employees are subject to the Corporations Act 2001
evaluating proposals for new products and services of restrictions on applying for, acquiring and disposing
the Genea Biomedx and Genea Biocells divisions; and of securities in the Company if they are in possession
keeping abreast of the R&D of others. of inside information. The policy has been designed
to ensure that all shareholders and other eligible
These written requirements and procedures are participants may only buy and sell shares once
identified as annexures to the Committees charter, will price sensitive information has been released to all
be kept up-to-date by the Committee, and modifications participants who can participate in the market for shares
will be provided to the Board at its next meeting as part in the Company.
of the divisional report.
In February 2010, the Company was granted an
At 30 June 2014, the membership of the Committee exemption by ASIC from the operation of Part 7.2 of
comprised: Mr Euan Pizzey (Chair), Professor Alan the Corporations Act 2001. Under this exemption, the
Colman, Dr Dianne Glenn, Dr Jeanne Loring and Dr Company must operate the market in shares in the
Tomas Stojanov. Company strictly in accordance with the process set
Shareholder Communications and relevant Company out in the Companys constitution, and the Company
Policies must establish and maintain adequate arrangements to
manage any conflicts of interest that arise in relation
Developing strategies for communicating effectively with to any activities undertaken by the Company in the
shareholders of the Company and policies that enhance market for shares. The Board approved the Genea
the Companys corporate governance framework are Conflicts of Interest Policy in June 2010 which outlines
important priorities for the Board. the arrangements in place to manage any conflicts
The Company prepares and issues quarterly of interest that may arise in relation to any activities
Shareholder Updates to shareholders. These updates undertaken by the Company in the operation of the
contain a summary of the Companys most recent market for shares in the Company.
financial results, with discussion and analysis of that The Genea Shareholder Communications Policy,
information to provide shareholders with regular access approved by the Board in September 2010,
to balanced and understandable information about summarises the various methods the Company has
the Company. It also provides an opportunity for the adopted for promoting effective communication with
Company to disclose any other information that may be shareholders and a copy of this and all policies relevant
considered price sensitive, as the Company approved to shareholders have been uploaded to the Genea
the Genea Continuous Disclosure Policy in May 2005 to shareholder portal at www.genea.com.au/shareholders.
formally adopt an ongoing disclosure regime (although
by law Genea Limited is not currently required to
comply with the Corporation Law continuous disclosure
1. Directors
The directors of the Company at any time during or since the end of the financial year are:
On 11 July 2014, the Company lost one of its directors and the founding father of the Company, Professor Robert
Jansen AM. His enormous contribution to the establishment and the success of Genea cannot be measured and it is of
paramount importance to the Board to ensure that Professor Jansens vision, mission and values remain embedded in
the Company.
3. Directors meetings
The 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:
No. Of Meetings No. Of Meetings No. Of Meetings No. Of Meetings No. Of Meetings No. Of Meetings
Held Attended Held Attended Held Attended
R. A. Ross 8 8 3 2 3 3
R.P.S. Jansen (1) 8 3 n/a n/a 3 1
C.E. Pizzey 8 8 3 3 3 3
D.W. Smithers 8 8 3 3 3 3
$ $ $
(1) These directors elected to receive a component of their remuneration as shares in Genea rather than cash as permitted by a resolution of
shareholders.
Additional disclosure on the remuneration of directors is provided in notes 24(b) and 31 to the financial statements
provided as part of this annual report.
6. Share options
Options granted to directors and officers of the Company
During or since the end of the financial year, the Company has not granted options over unissued ordinary shares in
the Company to any non-executive director of the Company.
Additional disclosure on share options is provided in note 24(b) to the financial statements as part of this annual report.
7. Principal activities
The principal activities of the Group during the course of the financial year were the provision of assisted reproductive
technology (ART) services and research and development in the field of reproductive science and medicine, including
the commercialisation of research and development outcomes.
No significant change in the nature of these activities occurred during the year.
2014 2013
Segment revenue $000 $000
Fertility 75,436 69,849
Biomedx 110 2,670
Biocells 713 923
Segment profit before interest and tax (EBIT)
Fertility 14,171 13,312
Biomedx (8,078) (3,741)
Biocells (2,511) (1,755)
Segment assets
Fertility 33,180 28,316
Biomedx 13,770 8,854
Biocells 3,792 5,130
Biomedx
Segmental revenues of $0.1 million (2013: $2.7 million) reflect the start-up nature of this business, with media sales
at this stage confined to associated entities pending European accreditation (CE marking) and sale of instruments
not due to commence until 2015. There was a one-off $2.7 million fee from the sale of a media licence in prior year.
The segmental EBIT loss of $8.1 million (2013: loss of $3.7 million) reflects the Groups continued investment in
the development and commercialisation of Biomedx activities. The pay-back from this investment is expected to
commence over the next 12-18 months as sales of Biomedx products ramp up.
Biocells
Segmental revenues of $0.7 million (2013: $0.9 million) reflect the start-up nature of this business, with a dedicated
business development team being established during the financial year. The segmental EBIT loss of $2.5 million
(2013: loss of $1.8 million) reflects initial trading losses and continued development of Biocells stem cell-based
discovery platform.
Shareholder return
9. Dividends
Dividends paid or declared by the Company to members since the end of the previous financial year were:
Cents Franked/
Total amount Date of payment
per share unfranked
Cents Franked/
Total amount Date of payment
per share unfranked
The financial effect of these dividends has not been brought to account in the financial statements for the year ended
30 June 2014 and will be recognised in subsequent financial reports.
Insurance premiums
During or since the financial year, the Company has paid insurance premiums in respect of directors and officers
liability insurance contracts for current and former directors and officers, including executive officers and secretaries
of the Company, and directors and officers, including executive officers and secretaries, of its controlled entities.
Disclosure of the nature of the liabilities covered and the amount of the premium is prohibited under the conditions of
the contract of insurance.
Consolidated
2014 2013
Audit services $ $
Auditors of the Company
KPMG Australia:
Audit 206,400 209,905
Tax services
Auditors of the Company
KPMG Australia:
Income tax - 10,123
Research & development taxation advice - 16,890
Other services
Auditors of the Company
KPMG Australia:
Due diligence services - 6,000
KPMG Italy:
Due diligence services 40,650 -
Liabilities
Trade and other payables 21 5,525 5,816
Other liabilities 22 2,434 2,841
Loans and borrowings 23 1,431 8
Employee benefits 24 3,392 3,721
Provisions 25 211 -
Total current liabilities 12,993 12,386
Deferred tax liabilities 18 - 1,442
Other liabilities 22 3,558 4,322
Loans and borrowings 23 4,000 12
Employee benefits 24 758 677
Provisions 25 1,253 1,415
Total non-current liabilities 9,569 7,868
Total liabilities 5 22,562 20,254
Net assets 29,394 26,928
Equity
Share capital 10,309 10,107
Equity compensation reserve 163 140
Translation reserve 76 215
Retained earnings 18,127 15,554
Total equity attributable to equity holders of the Company 28,675 26,016
Non-controlling interest 719 912
Total equity 29,394 26,928
The notes on pages 59 to 107 are an integral part of these consolidated financial statements.
Balance at 1 July 2013 10,107 215 140 15,554 26,016 912 26,928
Total comprehensive income for the year
Profit - - - 4,936 4,936 467 5,403
Total other comprehensive income - (139) - - (139) - (139)
- (139) - 4,936 4,797 467 5,264
Transactions with equity holders, recorded directly in equity
Contributions by and (distributions to) equity holders
Share options exercised 6 - - - 6 - 6
Equity-settled transactions, net of tax - - 23 - 23 - 23
Shares issued 196 - - - 196 - 196
Dividends paid - - - (2,363) (2,363) (660) (3,023)
Total contributions by and 202 - 23 (2,363) (2,138) (660) (2,798)
(distributions to) equity holders
Balance at 30 June 2014 10,309 76 163 18,127 28,675 719 29,394
The notes on pages 59 to 107 are an integral part of these consolidated financial statements.
The notes on pages 59 to 107 are an integral part of these consolidated financial statements.
Financial assets and liabilities are offset and the net Where parts of an item of property, plant and equipment
amount presented in the statement of financial position have different useful lives, they are accounted for as
when, and only when, the Group has a legal right to offset separate items of property, plant and equipment.
the amounts and intends either to settle on a net basis or Gains and losses on disposal of an item of property,
to realise the asset and settle the liability simultaneously. plant and equipment are determined by comparing the
proceeds from disposal with the carrying amount of
Other property, plant and equipment and are recognised in
Accounting for finance income and expense is discussed the statement of profit or loss and other comprehensive
in note 3(q). income.
(ii) Share Capital (ii) Leased and hire purchase assets
Ordinary shares Leases and hire purchases of which the Group assumes
Ordinary shares are classified as equity. Incremental costs substantially all the risks and rewards of ownership are
directly attributable to the issue of ordinary shares and classified as finance leases. Upon initial recognition
2014 Consolidated
2013 Consolidated
Geographical segments
The Group operates principally out of one geographic segment, Australia. The Group also has operations in:
Thailand and New Zealand through a 50% interest in Oogonia Co. Limited and Genea Oxford Womens Health Ltd
(formerly known as Peterborough Clinic Limited) respectively, reported as equity accounted investees; and
The United Kingdom, through its wholly-owned subsidiary Genea Biomedx UK Ltd. This operation is currently in a
set-up phase and has not commenced trading.
Consolidated
In AUD ($000) 2014 2013
Rental income 218 201
Other 250 193
468 394
7. Other expenses
Consolidated
In AUD ($000) Note 2014 2013
Included in the statement of profit or loss and other comprehensive income
but not separately disclosed:
Net loss on disposal of plant and equipment 1 -
(Net reversal of)/impairment losses on trade and other receivables 27 (66) 397
Credit with a trade supplier written off 13b - 134
Plant and equipment written off 19 - 455
Intangible asset written off (1)
20 1,288 416
Operating lease rentals 28 3,786 3,344
Depreciation and amortisation expenses 19, 20 3,831 3,405
(1) Intangible asset written off relating to goodwill of $1.3 million is included in Administrative Expenses in the statement of profit or loss and
other comprehensive income.
Consolidated
In AUD 2014 2013
Audit services
Auditors of the Company
KPMG Australia:
Audit 206,400 209,905
Tax services
Auditors of the Company
KPMG Australia:
Income tax - 10,123
Research & development taxation advice - 16,890
Other services
Auditors of the Company
KPMG Australia:
Due diligence services - 6,000
KPMG Italy:
Due diligence services 40,650 -
Consolidated
In AUD ($000) Note 2014 2013
Interest income on bank deposits 30 148
Financial income 30 148
Interest expense (46) -
Finance charges on capitalised leases (2) (6)
Net foreign exchange loss (44) -
Unwind of discount on provisions 25 (49) (1)
Financial expenses (141) (7)
Net financing (expense)/income (111) 141
Consolidated
In AUD ($000) Note 2014 2013
Expenditure
Direct research and development expenditure (9,153) (10,373)
Depreciation and amortisation (824) (499)
Development capitalised:
Internally generated 20 823 503
Acquired 20 4,979 3,896
This research and development expenditure disclosure has been modified to reflect the fact such expenditure is
now reported within several Group entities, rather than being a separate reporting segment. In addition, certain
administrative expenses formerly treated as research and development are now reported as Administrative expenses,
and the comparative amounts have been restated accordingly, both here and in the statement of profit or loss and
other comprehensive income, resulting in $1.0 million being reclassified from Research and development expenses to
Administrative expenses in the comparative period.
Consolidated
In AUD ($000) 2014 2013
Current tax expense
Current year (1,600) (922)
Adjustments for prior years (2,128) (108)
(3,728) (1,030)
Deferred tax expense
Origination and reversal of temporary differences 1,628 1,364
Total income tax expense in the statement of profit or loss and other comprehensive income (2,100) 334
Consolidated
In AUD ($000) 2014 2013
Profit before tax 3,303 5,656
Income tax using the domestic corporation tax rate of 30% (2013: 30%) 991 1,697
Increase in income tax expense due to:
Non-deductible expenses 389 10
Tax losses not probable of recoupment - 360
Effect of tax rates in foreign jurisdictions 91 -
Decrease in income tax expense due to:
Share of after tax profits equity accounted (433) (474)
R&D tax incentives not recognised in profit (1,013) (1,138)
Other items 3 (13)
Adjustment for prior years (1)
(2,128) (108)
Income tax expense (2,100) 334
(1) In 2014, $7.1 million of previously unrecognised tax offsets were recognised as management considered it probable that future taxable profits
would be available against which they can be utilised. These offsets arise as a result of the tax rebate associated with the Groups substantial R&D
expenditure.
Consolidated
In AUD ($000) Note 2014 2013
Profit attributable to ordinary shareholders 4,936 4,883
In thousands of shares
Issued ordinary shares at 1 July 26 2,846 2,813
Weighted average of shares issued 1 16
Weighted average number of ordinary shares during the financial year ended 30 June 2,847 2,829
Basic earnings per share 1.73 1.73
Consolidated
In AUD ($000) 2014 2013
Profit attributable to ordinary shareholders (diluted) 4,936 4,883
In thousands of shares
Weighted average number of ordinary shares (basic) 2,847 2,829
Weighted average number of ordinary shares (diluted) during the financial year ended 30 June 2,847 2,852
Diluted earnings per share 1.73 1.71
Consolidated
In AUD ($000) 2014 2013
Bank balances and cash on hand 761 2,276
Call deposits 83 3,167
Cash and cash equivalents 844 5,443
The Groups exposure to interest rate risk and a sensitivity analysis for financial assets are disclosed in note 27.
Consolidated
In AUD ($000) Note 2014 2013
Cash flows from operating activities
Profit for the period 5,403 5,322
Adjustments for:
Depreciation and amortisation 7 3,831 3,405
Foreign exchange loss 9 44 -
Share of profit of equity accounted investees 16 (1,443) (1,581)
Dividends from equity accounted investees 640 656
Unwind of discount on make good provisions 25 49 1
Property incentive (395) (470)
Share-based payments 24(c) 23 (29)
(Net reversal of)/impairment losses on trade receivables 27 (66) 397
Overpayment to a trade supplier written off 7 - 134
Plant and equipment written off 19 - 455
Intangible asset written off 20 1,288 416
Loss/(gain) on disposal of plant and equipment 1 (34)
Operating profit before changes in working capital and provisions 9,375 8,672
Increase in trade and other receivables (521) (1,131)
Increase in other assets (1,682) (548)
(Decrease)/increase in trade and other payables (291) 3,063
Decrease in deferred income (518) (637)
(Decrease)/increase in employee benefits (247) 260
Decrease in other liabilities (260) (136)
(Decrease)/increase in deferred tax liabilities (4,145) 1,364
Decrease/(increase) in provision for income tax receivable 1,513 (1,883)
Net cash from operating activities 3,224 9,024
Consolidated
In AUD ($000) 2014 2013
Current
Trade receivables 1,552 1,847
Other receivables 1,032 813
2,584 2,660
Non-current
Other receivables
Loan to a related party 619 -
619 -
At 30 June 2014 trade and other receivables are shown net of an allowance for doubtful debts of $116,000 (2013:
$408,000). The impairment loss recognised in the current year of $94,000 (2013: $397,000) was offset against a
reversal of impairment loss of $160,000 (2013: $nil) to give a net reversal of impairment loss of $66,000.
The Groups exposure to credit risk and impairment losses related to trade and other receivables are disclosed in
note 27.
Consolidated
In AUD ($000) 2014 2013
Supplies and spares 1,395 1,263
Prepayments 885 429
Pre-production payment 1,094 -
3,374 1,692
Reporting Ownership
Principal activities Country Date 2014 2013
(a) Interest in associate
Genea Newcastle Pty Limited Scientific and medical services Australia 30 June 40% 40%
(b) Interest in joint ventures
Oogonia Co. Limited Scientific and medical services Thailand 31 December 50% 50%
Genea Oxford Women's
Health Ltd (formerly known as Scientific and medical services New Zealand 30 June 50% 50%
Peterborough Clinic Limited)
Consolidated
In AUD ($000) 2014 2013
Carrying amount of interest:
Joint ventures 3,715 2,445
Associate 626 741
4,341 3,186
Share of profit:
Joint ventures 918 1,147
Associate 525 434
1,443 1,581
2014 Consolidated
Genea Oxford Oogonia Co.
In AUD ($000) Total
Women's Health Ltd Limited
Ownership 50% 50%
Non-current assets 2,321 2,161 4,482
Current assets 63 6,256 6,319
Non-current liabilities (863) (36) (899)
Current liabilities (297) (2,175) (2,472)
Net assets (100%) 1,224 6,206 7,430
Carrying amount of interests in joint ventures 612 3,103 3,715
Revenue 50 11,717 11,767
Depreciation and amortisation - (322) (322)
Profit/(loss) and total comprehensive income (100%) (544) 2,380 1,836
Group's share of profit/(loss) and total comprehensive income (272) 1,190 918
2013 Consolidated
Genea Oxford Oogonia Co.
In AUD ($000) Total
Women's Health Ltd Limited
Ownership 50% 50%
Non-current assets 647 994 1,641
Current assets 283 4,401 4,684
Non-current liabilities - (40) (40)
Current liabilities (252) (1,144) (1,396)
Net assets (100%) 678 4,211 4,889
Carrying amount of interests in joint ventures 339 2,106 2,445
Revenue - 8,084 8,084
Depreciation and amortisation - (200) (200)
Profit/(loss) and total comprehensive income (100%) - 2,294 2,294
Group's share of profit/(loss) and total comprehensive income - 1,147 1,147
Dividends received by the Group - 136 136
Oogonia Co. Limited has a reporting date of 31 December as required for Thai corporate entities. Genea does not
have enough influence over the entity to make a change to its reporting date.
84 Notes to the Consolidated Financial Statements
(ii) Associate
Consolidated
In AUD ($000) 2014 2013
Carrying amount of interest in associate 626 741
Share of profit from continuing operations 525 434
(b) Subsidiaries
Genea Genetics Pty Limited as trustee for Genea Genetics Unit Trust Australia 100% 100%
Genea Biocells Pty Limited Australia 100% 100%
Genea Canberra Pty Limited Australia 87.5% 87.5%
Genea Perth Pty Limited (formerly known as Sydney IVF Perth Pty Limited) Australia 71% 71%
Genea Biomedx Pty Limited Australia 100% 100%
Genea Biomedx UK Limited UK 100% 0%
Genea US Inc. US 100% 0%
(c) Trusts
On 31 May 2014 Launceston.SIVF Unit Trust was dissolved.
On 1 July 2014 the assets and liabilities of the Genea Genetics Unit Trust were transferred to Genea Limited and the
trust dissolved.
Consolidated
Assets Liabilities Net
In AUD ($000) 2014 2013 2014 2013 2014 2013
Property, plant and equipment 279 268 - - 279 268
Employee benefits 1,140 1,041 - - 1,140 1,041
Impairment provision trade receivables 44 122 - - 44 122
Capitalisation of development expenditure - - (5,263) (3,675) (5,263) (3,675)
Operating leases 312 390 - - 312 390
Tax offsets carried forward 5,773 - - - 5,773 -
Other items 418 412 - - 418 412
Net tax assets/(liabilities) 7,966 2,233 (5,263) (3,675) 2,703 (1,442)
Consolidated
Plant and Leasehold Under
In AUD ($000) Note equipment (1) improvements construction Total
Cost
Balance at 1 July 2012 22,185 16,599 561 39,345
Acquisitions (2) 1,241 289 1,208 2,738
Disposals (215) - - (215)
Transfers 200 - (200) -
Assets written off 7 - - (455) (455)
Balance at 30 June 2013 23,411 16,888 1,114 41,413
Balance at 1 July 2013 23,411 16,888 1,114 41,413
Acquisitions (2)
1,684 373 2,064 4,121
Disposals (72) - - (72)
Transfers 1,457 254 (1,711) -
Balance at 30 June 2014 26,480 17,515 1,467 45,462
Depreciation and impairment losses
Balance at 1 July 2012 16,082 7,057 - 23,139
Depreciation charge for the year 7 1,948 1,330 - 3,278
Disposals (203) - - (203)
Balance at 30 June 2013 17,827 8,387 - 26,214
Balance at 1 July 2013 17,827 8,387 - 26,214
Depreciation charge for the year 7 1,900 1,423 - 3,323
Disposals (71) - - (71)
Balance at 30 June 2014 19,656 9,810 - 29,466
Carrying amounts
At 1 July 2012 6,103 9,542 561 16,206
At 30 June 2013 5,584 8,501 1,114 15,199
At 30 June 2014 6,824 7,705 1,467 15,996
(1) Includes a leased asset costing $35,000 with an accumulated depreciation of $28,000 (2013: $21,000).
(2) Reconciles to cash flow as follows:
Consolidated
In AUD ($000) Note Goodwill Development Total
expenditure
Cost
Balance at 1 July 2012 3,917 8,394 12,311
Acquisitions through business combinations 927 - 927
Additions Development expenditure capitalised:
Internally generated - 503 503
Acquired - 3,896 3,896
4,844 12,793 17,637
Development expenditure written off - (416) (416)
Balance at 30 June 2013 4,844 12,377 17,221
Consolidated
In AUD ($000) 2014 2013
First trimester screening - 1,288
Genea Perth Pty Limited 3,556 3,556
3,556 4,844
The recoverable amount of cash-generating units containing goodwill is based on value in use calculations. Those
calculations use cash flow projections based on the most recent budgeted operating results over a 5 year period
and include a terminal value reflecting disposal of the assets. A growth rate of 2%, which is in line with the long term
average national GDP growth rate, is used to extrapolate cash flow projections beyond the period covered by our
budgets.
Pre-tax discount rates of 9.3% (2013: 12.0%) and 10.4% (2013: 12.4%) were applied in determining the recoverable
amount of First trimester screening and Genea Perth Pty Limited respectively. The discount rates were estimated
based on the calculated weighted average cost of capital.
At 30 June 2014 the value of the investment in Genea Perth Pty Limited is supported by the recoverable amount.
Goodwill of $1.3 million relating to First trimester screening was written off in 2014 due to advancements in medical
science that have rendered this technique obsolete.
Consolidated
In AUD ($000) 2014 2013
Current
Trade payables 3,596 4,580
Accrued expenses 1,864 1,177
Other payables 65 59
5,525 5,816
The Groups exposure to currency and liquidity risk related to trade and other payables is disclosed in note 27.
Consolidated
In AUD ($000) 2014 2013
Current
Deferred income 1,591 2,109
Leasehold rental accrual 369 262
Operating lease incentive 474 470
2,434 2,841
Non-current
Leasehold rental accrual 670 1,036
Operating lease incentive 2,888 3,286
3,558 4,322
Grant income of $897,000 received in the period 2007 to 2009 in relation to capitalised development expenditure was
recorded as deferred income. Amortisation of the relevant development expenditure commenced in 2013 over a period
of 8 years. The deferred grant income will be amortised over the same period.
Consolidated
In AUD ($000) 2014 2013
Current
Bank overdraft 1,431 -
Finance lease liability - 8
1,431 8
Non-current
Secured bank loan 4,000 -
Finance lease liability - 12
4,000 12
Financing facilities
Consolidated
In AUD ($000) 2014 2013
Credit card facility 720 677
Multi option facility 13,000 -
13,720 677
In GBP ('000)
Cash advance facility 1,400 -
Consolidated
In AUD ($000) 2014 2013
Credit card facility 574 524
Multi option facility 7,569 -
8,143 524
In GBP ('000)
Cash advance facility 1,400 -
The multi option facility encompasses overdraft, cash advance and lease financing.
Consolidated
In AUD ($000) 2014 2013
Current
Salaries and wages accrued 350 927
Liability for annual leave 2,102 1,951
Liability for long service leave 940 843
3,392 3,721
Non-current
Liability for long service leave 758 677
Consolidated
In AUD ($000) 2014 2013
Wages and salaries 26,531 26,784
Contributions to defined contribution plans 2,299 2,193
Share options granted equity settled 23 (29)
Long service leave entitlements 178 (67)
Total expense recognised as employee costs 29,031 28,881
Make good
The Group accounts for premises make good obligations in accordance with the policy in note 3(l)(i). At the inception
of the lease the best estimate of the expenditure required to remediate the premises in accordance with the relevant
lease agreement is recognised at its present value. A corresponding increase in the cost of the asset to be made good
is recognised and depreciated over the term of the lease.
Consolidated
In AUD ($000) Note 2014 2013
Balance at 1 July 1,415 1,359
Premises make good provision recognised during the period - 55
Unwind of discount on make good provisions 9 49 1
Balance at 30 June 1,464 1,415
Current 211 -
Non-current 1,253 1,415
1,464 1,415
Company
Share capital ordinary shares
In shares - fully paid 2014 2013
On issue at 1 July (1)
2,846,372 2,813,305
Options exercised (2)
600 25,200
Director's fee issued in equity (3)
3,712 3,304
Shares issued - 4,563
On issue at 30 June(4) 2,850,684 2,846,372
(1) Effective 1 July 1998, the Company Law Review Act abolished the concept of par value of shares and the concept of authorised capital.
Accordingly, the Company does not have authorised capital or par value in respect of its issued shares. The holders of ordinary shares are entitled
to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with
regard to the distribution of the Companys residual assets.
(2) 600 options were exercised from the 2006 Employee Share Plan.
(3) 3,712 ordinary shares were issued to four directors in lieu of directors fees. All shares issued are fully paid.
(4) The Companys share register records that there are 2,860,084 fully paid ordinary shares in the Company on issue. The difference of 9,400
shares reflects the number of shares that have been issued under the terms of the Genea Share Plan (see note 24(b).
Translation reserve
The translation reserve arises when the net assets and results of foreign operations are translated from the functional
currency to Australian dollars.
In AUD $000
2014
Interim 2014 ordinary 37.0 1,053 Unfranked 24 April 2014
Final 2013 ordinary 46.0 1,310 Unfranked 26 November 2013
Total amount 2,363
2013
Interim 2013 ordinary 76.0 2,157 Partially franked 26 April 2013
Final 2012 ordinary 120.0 3,389 Unfranked 30 November 2012
Total amount 5,546
After the balance sheet date the following dividend was proposed by the directors. The dividend has not been provided
for. The declaration and subsequent payment of dividends has no income tax consequences.
Franked/
Cents per share Total amount unfranked Date of payment
In AUD $000
The financial effect of this dividend has not been brought to account in the financial statements for the financial year
ended 30 June 2014 and will be recognised in subsequent financial reports.
Company
In AUD ($000) 2014 2013
Dividend franking account
30 per cent franking credits available to shareholders of Genea Limited for subsequent financial years 870 92
The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends.
The impact on the dividend franking account of dividends proposed after the balance sheet date but not recognised
as a liability is to reduce it by $343,000 (2013: $nil). At year end, undistributed available profits to declare dividends in
Australian subsidiary entities was $3.1 million. If or when a fully franked dividend distribution of these profits is paid out,
the associated franking credits are $1.3 million.
Credit risk
Credit risk is the risk of financial loss to the Group if a patient or customer or counterparty to a financial instrument fails
to meet its contractual obligations, and arises principally from the Groups receivables due from patients or customers.
Consolidated
In AUD ($000) Note 2014 2013
Cash and cash equivalents 13a 844 5,443
Trade and other receivables 14 2,584 2,660
3,428 8,103
Impairment Losses
Aging of the Group trade receivables at the reporting date was:
Consolidated
Gross Impairment Gross Impairment
Consolidated
In AUD ($000) Note 2014 2013
Balance at 1 July 408 127
(Net reversal of)/impairment losses 7 (66) 397
Write off (226) (116)
Balance at 30 June 116 408
The collective impairment loss relates to amounts owing from patients for the provision of ART services and other
customers. Except for the exposure to credit risk noted above, no amounts owing from any particular patient are
considered significant. Based on historical collection rates there are trade receivables past due date that are not
considered impaired. No terms have been re-negotiated.
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Groups
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses, risking damage
to the Groups reputation or financial statements.
The Group performs regular cash forecasts, which assist it in monitoring cash flow requirements and optimising its cash
return on investments. Typically the Group ensures that it has sufficient cash on demand to meet expected operational
expenses for a period of 30 days, excluding the potential impact of extreme circumstances that cannot reasonably be
predicted, such as natural disasters. In addition, the Group maintains lines of credit as outlined in Note 23.
Consolidated 2014
In AUD ($000) Carrying Contractual 0-1 year 1-2 years 2-5 years
amount cash flow
Trade and other payables 5,525 5,525 5,525 - -
Bank overdrafts 1,431 1,431 1,431 - -
Secured bank loan 4,000 4,402 161 1,467 2,774
10,956 11,358 7,117 1,467 2,774
Consolidated 2013
In AUD ($000) Carrying Contractual 0-1 year 1-2 years 2-5 years
amount cash flow
Trade and other payables 5,816 5,816 5,816 - -
Finance lease liability 20 25 12 12 1
5,836 5,841 5,828 12 1
Market Risk
Market risk is the risk that changes in market prices, such as equity prices, will affect the Groups income. The objective
of market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return. The Group has minimal exposure to market risks.
Currency Risk
The Group is exposed to currency risk on purchases and borrowings that are denominated in a currency other than the
functional currency of the Group entities, primarily the Australian dollar (AUD).
Interest on borrowings is denominated in currencies that match the cash flows generated by the underlying operations
of the Group.
The Group currently has minimal exposure to foreign currency, although this will need to be monitored in future as its
operations in the United Kingdom in particular commence trading.
Consolidated
In AUD ($000) 2014 2013
Variable rate instruments
Financial assets 844 5,443
Financial liabilities (5,431) (20)
(4,587) 5,423
Sensitivity Analysis
Due to the limited exposure to interest rate risk the Group does not fix interest rates. Cash in excess of operating
requirements is maintained in a high earning, but liquid account to maximise the return.
Financial liabilities are predominantly comprised of short term cash advances, where the interest rate is fixed over the
term of the cash advance.
Capital management
The Groups policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. The Board determines the level of dividends to ordinary shareholders.
There were no changes in the Groups approach to capital management during the year.
No Group entities are subject to externally imposed capital requirements.
Fair values
The net fair value of all financial assets and financial liabilities in the financial statements, except for the secured
bank loan, approximates their carrying value. No financial assets or financial liabilities are readily traded on organised
markets.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the
statement of financial position and in the notes to and forming part of the financial statements.
Consolidated
Carrying amount Fair value Carrying amount Fair value
Consolidated
In AUD ($000) 2014 2013
Less than one year 4,246 3,634
Between one and five years 15,602 14,354
More than five years 11,712 10,404
31,560 28,392
The Group leases a number of office and lab facilities under non-cancellable operating leases expiring within 1 to 20
years. The leases have varying terms, escalation clauses and renewal rights.
The Group leases various plant and equipment under non-cancellable operating leases.
During the financial year ended 30 June 2014, $3,786,000 was recognised as an expense in the statement of profit or
loss and other comprehensive income in respect of operating leases (2013: $3,344,000). The expense was reduced
by the operating lease incentive of $395,000 (2013: $470,000). In respect of subleases $218,000 (2013: $201,000)
was recognised as income in the statement of profit or loss and other comprehensive income.
102 Notes to the Consolidated Financial Statements
29. Capital and other commitments
At 30 June 2014 the Group had no capital or other commitments not otherwise reflected in the financial statements
(2013: $2.2 million).
30. Contingencies
From time to time through the course of normal operations the Group is exposed to claims in relation to services
provided to patients. The Group has adequate insurance to mitigate any claims arising.
There are no liabilities or exposures to the Group not otherwise reflected in the financial statements.
Guarantees
The terms of certain premises leases entered into by the Company and its subsidiaries include the grant of bank
guarantees to owners of premises for $4,054,000 (2013: $2,786,000). These guarantees are payable on demand and
are secured by a registered mortgage debenture (fixed and floating charge) over the assets of Genea Limited and its
subsidiaries.
The directors are of the opinion that provisions are not required in respect of the above guarantees, as it is not probable
that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement.
Consolidated
In AUD 2014 2013
Short-term employee benefits 2,915,977 3,547,018
Long-term employee benefits 9,521 53,742
Share-based payments 15,360 (9,301)
2,940,858 3,591,459
R.A. Ross, R.P.S. Jansen, D.W. Smithers and R.J. Woolcott elected to receive a component of their remunerations as
shares rather than as cash as permitted by a resolution of shareholders. These amounts are included in the statement
of profit or loss and other comprehensive income.
Consolidated
In AUD 2014 2013
Loans to key management personnel 61,670 67,480
The parent company of the Group, Genea Limited, charges licence fees to a subsidiary and an equity accounted
investee for the use of the Genea brand name.
Company
In AUD ($000) 2014 2013
Result of the Company
Profit for the year 19,138 4,858
Other comprehensive income - -
Total comprehensive income for the year 19,138 4,858
Financial position of the Company at year end
Current assets 33,278 10,628
Total assets 56,422 41,134
Current liabilities 13,980 12,965
Total liabilities 18,827 20,539
Total equity of the Company comprising of:
Share capital 10,310 10,108
Equity compensation reserve 163 140
Retained earnings 27,122 10,347
Total equity 37,595 20,595
From 1 July 2013 the assets and liabilities of the Stem Cells & Research division in Genea Limited were transferred to
Genea Biomedx Pty Limited and Genea Biocells Pty Limited, and their activities have been reported separately to the
parent company from that date.
As a result, the R&D expenditure and initial trading losses incurred by these entities are no longer reported in Genea
Limited.
a. Distribution of shareholders
Category (size of
holding) Number of shareholders % of shareholders Number of shares % of shares
1-1,000 98 51.04 34,477 1.21
1,001-5,000 44 22.92 116,671 4.08
5,001-10,000 14 7.29 106,890 3.74
10,001-100,000 30 15.63 942,336 32.95
100,001 and Over 6 3.12 1,659,710 58.02
192 2,860,084
2. Company Secretary
The name of the Company Secretary is Ms Mary Weaver.
Implantation
Although the blastocyst may be well formed and may be genetically normal, the implantation stage is
crucial and relies on the ability for the uterus and the embryo to signal each other and the blastocyst to
begin to attach and implant into the endometrium (wall of the uterus). If all has gone well the blastocyst
attaches to and burrows into the uterus on day 7.