EX-99.1 2 a11-5572_2ex99d1.htm EX-99.1

Exhibit 99.1

 

 

GENETIC TECHNOLOGIES LIMITED

A.B.N. 17 009 212 328

 

Appendix 4D of the ASX Listing Rules

 

for the half-year ended

31 DECEMBER 2010

 



 

CORPORATE DIRECTORY

 

Directors

Sidney C. Hack (Non-Executive Chairman)

Tommaso Bonvino

Dr. Malcolm R. Brandon

Huw D. Jones

 

Company Secretary

Thomas G. Howitt

 

Registered and Head Office

60-66 Hanover Street

Fitzroy Vic.   3065

Australia

 

Telephone:

+61 3 8412 7000

Facsimile:

+61 3 8412 7040

 

 

Email:

info@gtglabs.com

 

Share Registry

Bankers

 

 

Computershare Investor Services Pty. Ltd.

Westpac Banking Corporation

Level 2, 45 St. George’s Terrace

530 Collins Street

Perth W.A.

6000

Melbourne Vic.

3000

Australia

 

Australia

 

 

 

 

 

Telephone:

+61 8 9323 2000

KeyBank National Association

Facsimile:

+61 8 9323 2033

1130 Haxton Drive

 

Fort Collins CO

80525

www.computershare.com

United States of America

 

 

 

 

Auditors

Stock Exchange information

 

 

PricewaterhouseCoopers

Australian Securities Exchange (code: GTG)

Chartered Accountants

2 The Esplanade

Freshwater Place

Perth W.A.

6000

2 Southbank Boulevard

Australia

Southbank Vic.

3006

 

Australia

NASDAQ Capital Market (ticker: GENE)

 

One Liberty Plaza, 165 Broadway

 

New York NY

10006

Company Website address

United States of America

www.gtglabs.com

 

 



 

APPENDIX 4D OF THE ASX LISTING RULES

FOR THE HALF-YEAR ENDED 31 DECEMBER 2010

 

(This information should be read in conjunction with the Company’s 30 June 2010 Annual Report)

 

1.      The reporting period covers the half-year ended 31 December 2010.

 

The previous corresponding period covers the half-year ended 31 December 2009.

 

2.      Results for announcement to the market

 

2.1          Total revenues from ordinary activities for the reporting period were $14,143,887, an increase of approximately 196% over the figure for the previous corresponding period of $4,780,410.

 

2.2          The comprehensive income from ordinary activities after income tax attributable to Members for the reporting period was $4,235,536, being an increase of $8,460,376 over the figure for the previous corresponding period comprehensive loss of $(4,224,840).

 

2.3          The comprehensive income attributable to Members for the reporting period was $4, 235,536, being an increase of $8,460,376 over the figure for the previous corresponding period comprehensive loss of $(4,224,840).

 

2.4          The Company does not propose to pay a dividend.

 

2.5          Not applicable.

 

2.6          The increase in total revenues, and corresponding increase in net comprehensive income after income tax expense, during the period under review was primarily due to a significant increase in revenues generated from the granting of licenses by the Company to its non-coding technology.

 

3.      The net tangible assets per ordinary share as at 31 December 2010 was 2.05 cents, being an increase of approximately 111% over the figure for the previous corresponding period (30 June 2010) of 0.97 cents.

 

4.      During the half-year ended 31 December 2010, Genetic Technologies Limited neither gained, nor lost, control of any other entity.

 

5.      No dividends were paid by Genetic Technologies Limited during or after the reporting period, nor were any paid during the previous reporting period.

 

6.      The Company has no dividend reinvestment plans in operation.

 

7.      During the half-year ended 31 December 2010, Genetic Technologies Limited held no interests in any associates or joint ventures.

 

8.      This Appendix 4D is based on financial statements which have been reviewed by the auditor, a copy of which is attached.  The report from the auditor contains no mention of any dispute or qualification.

 

Signed on behalf of Genetic Technologies Limited

 

 

 

 

Dated this 24th day of February, 2011

SIDNEY C. HACK

 

 

Non-Executive Chairman

 

 

 



 

 

GENETIC TECHNOLOGIES LIMITED

A.B.N. 17 009 212 328

 

Half-Year Financial Report

 

for the period ended

31 DECEMBER 2010

 



 

DIRECTORS’ REPORT

 

The Directors submit the financial report of Genetic Technologies Limited (“GTG” and the “Company”) and the entities it controlled for the half-year ended 31 December 2010.

 

Directors

 

The names of the Directors of the Company in office at the date of this Report are stated below.  All Directors were in office for the entire period.

 

Sidney C. Hack (Non-Executive Chairman)

Tommaso Bonvino

Dr. Malcolm R. Brandon

Huw D. Jones

 

Review and results of operations

 

Operations

 

The consolidated entity continues to operate in the biotechnology sector.  The total comprehensive income of the consolidated entity for the financial half-year ended 31 December 2010 was $4,223,648 (2009: $(4,228,745) loss).  In addition, the Company generated its maiden net profit for the first half of the 2011 financial year of $4,314,716 (2009: $(4,035,776) loss).  Net cash flows provided by operations were $5,341,536 after deducting amortisation, depreciation and other non-cash items.  Cash and cash equivalents on hand as at 31 December 2010 were $8,427,407, up 155% from the balance at 30 June 2010 of $3,306,311.

 

The first half of the 2011 financial year saw the Company deliver further growth in the revenues from its genetic testing operations with revenues for the half-year being almost exactly on budget after minor adjustments for delays in the launch of the BREVAGenTM test in the US (refer below).  Although total revenues from operations fell during the period following the Company’s decision in the year ended 30 June 2010 to exit its reproductive services business, gross margins from operations improved overall.

 

Revenues generated by the Company’s out-licensing program increased significantly as compared to the previous corresponding period.  The execution of seven Settlement and License Agreements during the half-year, some of which resulted from the Company’s patent infringement suit in the US, generated gross revenues of more than $10.5 million.  To further expand this program, the Company announced in January 2011 that it had filed a further patent infringement law suit in the USA, this time in the US District Court, Western District of Texas, Austin Division, against six companies associated with Sonic Healthcare Limited.

 

After deducting the commissions paid in respect of the significant licensing fees generated during the half-year, it is encouraging to note that various cost containment initiatives that were introduced and pursued during the period resulted in a reduction of other expenses of more than $1.0 million, or 13%, when compared to half-year ended 31 December 2009.

 

BREVAGenTM

 

In the previous financial year, the Company successfully completed the acquisition of a novel breast cancer risk assessment test called BREVAGenTM.  After an extensive analysis of the various testing options available for the BREVAGenTM test in both the US and elsewhere, a decision was taken to utilise the Company’s existing laboratory in Fitzroy to serve the US market.  It is anticipated that the additional volume of tests from the US market will help to generate improvements in both efficiency and profitability of the Company’s laboratory.

 

Having the Australian laboratory approved for the testing of samples from the US involves the preparation and submission of a validation package to CMS (Centers for Medicare and Medicaid Services) in New York City.  In late 2010, the Company prepared and submitted the validation package to the CMS and the Company has so far received nothing from the US authorities that would indicate that the validation package has not satisfied the requirements for granting the Company’s laboratory certification under the Clinical Laboratory Improvement Amendments of 1988 (CLIA).  It is anticipated that a formal response will be received some time in the first quarter of the 2011 calendar year and, if approved, Genetic Technologies will be the first and only laboratory in Australia to be certified under CLIA and one of only a handful outside the US.

 

1



 

Review and results of operations (cont.)

 

Operations (cont.)

 

In late June 2010, a wholly-owned subsidiary named Phenogen Sciences Inc. was incorporated by GTG in the State of Delaware, USA.  During the current half-year, this company has since leased premises in Charlotte, North Carolina from which the US BREVAGenTM business is now based.  Office staff have now been hired to support the establishment of the US sales operation as well as to attend to the systems required to receive US samples and to address the logistics of receiving and logging the samples and sending them back to the Company’s laboratory in Australia for processing.  It is expected that the first group of sales representatives, many of whom have now been identified, will be recruited and trained as soon as CLIA certification has been received.

 

Meanwhile, discussions continue in the US with prominent key opinion leaders (“KOLs”) in order to refine messaging and to gain traction ahead of the market launch of the BREVAGenTM test.  This important process includes the preliminary identification of KOLs who can aid in the development and implementation of further clinical studies and trials.

 

In preparing for the launch of BREVAGenTM, the Company has successfully converted the test to use a simple buccal swab sample collection rather than the use of blood.  This important achievement will result in greater acceptance by patients and reduced cost.  Key US-based partner suppliers have now been appointed and work has begun in the critical area of reimbursement and payer strategy / management (through Premier Source) and test kit construction and logistics (through Therapak).  Test and kit materials have been produced and preparation of other important documents required for the launch, including those relating to transfer pricing issues, is also well underway.  In October 2010, the prestigious Journal of the National Cancer Institute published a peer reviewed article favourably supporting the BREVAGenTM test, particularly for women at intermediate risk.

 

Australian market

 

In Australia, GTG continued to promote its brand, products and services to the medical oncology market with attendance at a range of Australasian medical conferences ranging from general oncology at MOGA to specialist conferences covering breast cancer (kConfab and ASBD) and gastro-intestinal cancer (AGITG).  The purpose of this work is to identify key contacts and secure customer introductions as well as to inform oncologists of the latest developments in molecular testing that are available to them.  Reaction to the Company’s approaches has been favourable.  In addition to this local work, in December 2010, the Company was successful in securing a contract with the Malaysian Breast Cancer Centre (CARIF) for the exclusive provision of BRCA testing.

 

During the half-year, discussions took place with the NSW Police Force regarding an option to extend the existing forensic services contract for another year to undertake “complex volume crime” testing.  The decision has been taken to transfer the “simple complex crime” work back to the NSW Department of Analytical Laboratories now that GTG has eliminated the previous backlog of testing.  In February 2011, the Company announced that it had been successful in extending the forensics contract with the NSW Police for a further year.

 

In the paternity area, the Company was successful in renewing its two-year contract with Queensland Legal Aid and it has established dialogue with other State-based entities to explore the possibility of creating contracts with specific service level agreements.

 

During the half-year, the Company won a tender to become the exclusive provider of canine paternity verification testing services to the China Kennel Union (“CKU”), China’s largest canine breed club with over 176,000 members.  It is expected that the Company will also become the preferred supplier of genetic disease testing services to the CKU.  In the Philippines, the Company will now provide various genetic testing services to local breeders through the largest provider of micro chipping, Plaridel.

 

Licensing

 

Assertion programs

 

On 16 February 2010, the Company announced it had filed a patent infringement suit in respect of its non-coding DNA technologies against nine parties in the US District Court, Western District of Wisconsin.  The counter-parties to the suit were Beckman Coulter Inc., Monsanto Company, Interleukin Genetics Inc., Orchid Cellmark Inc., Molecular Pathology Laboratory Network Inc., PIC USA Inc., Sunrise Medical Laboratories, Gen-Probe Inc. and Pioneer Hi-Bred International Inc.

 

2



 

Review and results of operations (cont.)

 

Licensing (cont.)

 

Since then non-coding licenses have been granted to each of the following seven parties as part of settlements with those parties:

 

·             Gen-Probe Inc.

·             Molecular Pathology Laboratory Network Inc.

·             Monsanto Company

·             Beckman Coulter Inc. (incorporating Clinical Data Inc.)

·             Interleukin Genetics Inc.

·             Pioneer Hi-Bred International Inc.

·             Sunrise Medical Laboratories

 

Total gross fees generated from the granting of the above licenses were over $4.7 million.  Further, settlement discussions with the remaining two parties have commenced.

 

On 20 January 2011, the Company announced it had filed a further patent infringement law suit in the US, this time in the US District Court, Western District of Texas, Austin Division (refer Significant Events After Balance Date).  This second suit follows the recent settlement between the Company and Sunrise Medical Laboratories which is associated with Sonic Healthcare Limited.

 

Both of the above cases are being prosecuted by the Company’s Colorado-based law firm Sheridan Ross PC which has previously asserted and defended GTG’s intellectual property rights and has assembled a team to support the case.  GTG has put in place arrangements pursuant to which the Company believes that the patent infringement suits should not have a material adverse impact on its finances.

 

Other licensing activities

 

In addition to the licenses granted in settlement of the first patent infringement suit above, the Company is actively pursuing licenses in jurisdictions other than the US, principally in Europe.  During the half-year, the Company successfully concluded licensing deals with the following parties which collectively generated gross fees of nearly $6.4 million:

 

·             Innogenetics NV of Ghent, Belgium;

·             Laboratoires Réunis of Junglinster, Luxembourg;

·             Qiagen Sciences LLC of Germantown, Maryland, USA.

 

Overall, the first half of the 2011 financial year continued to deliver positive results for the Company’s licensing program, with total gross revenues generated from licensing, including royalties and annuities from existing licenses, exceeding $11.7 million.  It is anticipated that further licenses will be granted in the coming months.

 

Research and development projects

 

During the half-year under review, two of the Company’s later-stage research and development projects made further important strides towards commercialisation, with trials now being contemplated, some in collaboration with independent parties.  Due diligence investigations in respect of the Company’s RareCellect project have been undertaken by several international parties during the period and it is anticipated that negotiations with these parties in relation to the commercialisation of the project will progress during the second half of the 2011 financial year.

 

Significant changes in the state of affairs

 

·                      On 8 July 2010, a total of 12,000,000 options over ordinary shares in the Company were granted, at no cost, to members of the Company’s Senior Executive Team.  Each option, which entitles the holder to acquire one ordinary share at a cost of $0.045, will expire on 8 May 2015, unless exercised before that date.  The options vest in three equal tranches after 12 months, 24 months and 36 months from the date of grant, respectively.

 

3



 

Significant changes in the state of affairs (cont.)

 

·                      On 30 July 2010, the Company provided a letter of financial support to ImmunAid Pty. Ltd. (“ImmunAid”), a subsidiary.  Pursuant to the letter, the Company agreed fund by way of loan all of ImmunAid’s operating expenses up to, and including, 30 September 2010 and that it would not seek repayment of the loan during that period.  The Company has subsequently provided further letters to ImmunAid that will result in it providing further financial support to that company up to, and including, 31 March 2011 on the same terms and conditions.

 

·                      During the half-year, Settlement and License Agreements were executed between Genetic Technologies Limited and seven companies as detailed in Results from Operations.

 

There were no other significant changes in the state of affairs that are not described elsewhere in this Report.

 

Significant events after balance date

 

·                      On 17 January 2011, the Company announced that it had settled a dispute with Sunrise Medical Laboratories of Hicksville, New York, USA, which is associated with Sonic Healthcare Limited.  Sunrise was one of the original parties to the patent infringement law suit filed by Genetic Technologies in the US District Court, Western District of Wisconsin in 2010.

 

·                      On 20 January 2011, the Company announced that it had filed a further patent infringement law suit in the USA, this time in the US District Court, Western District of Texas.  This action follows the successful initial patent infringement law suit which GTG filed in the US District Court, Western District of Wisconsin, in relation to infringement of GTG’s non-coding patents, as previously reported by GTG on 16 February 2010.  The counterparties to this new action, each a company associated with Sonic Healthcare Limited, are:

 

·                  Clinical Pathology Laboratories Mid-Atlantic of Chantilly, Virginia

·                  Clinical Pathology Laboratories Southeast of Orlando, Florida

·                  Clinical Pathology Laboratories of South West Austin, Texas

·                  PathLabs of Toledo, Ohio

·                  East Side Clinical Laboratories of East Providence, Rhode Island

·                  AEL of Memphis, Morristown; Lebanon, Tennessee and Columbus, Mississippi

 

·                      On 3 February 2011, a further 500,000 options over ordinary shares in the Company were granted, on the same terms and conditions as those that were granted on 8 July 2010 (refer Significant changes in the state of affairs), to another member of the Company’s Senior Executive Team.

 

·                      On 9 February 2011, the Company announced that it executed a one-year extension to its Forensic DNA Testing Agreement with the New South Wales Police Force.

 

Further information

 

Further information concerning the operations and financial condition of the consolidated entity can be found in the financial report and releases made by the Company to the Australian Securities Exchange during the half-year.

 

Auditor’s independence declaration

 

The Company has obtained an independence declaration from its auditors, PricewaterhouseCoopers, which has been reproduced on page 5 of this Report.

 

Signed in accordance with a resolution of the Directors.

 

 

SIDNEY C. HACK

Non-Executive Chairman

 

24 February 2011

 

4



 

 

 

PricewaterhouseCoopers

 

ABN 52 780 433 757

 

 

 

Freshwater Place

 

2 Southbank Boulevard

 

SOUTHBANK VIC 3006

 

GPO Box 1331

 

MELBOURNE VIC 3001

 

DX 77

 

Telephone 61 3 8603 1000

 

Facsimile 61 3 8603 1999

 

www.pwc.com/au

 

Auditor’s Independence Declaration

 

As lead auditor for the review of Genetic Technologies Limited for the half year ended 31 December 2010, I declare that to the best of my knowledge and belief, there have been:

 

a)              no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

b)             no contraventions of any applicable code of professional conduct in relation to the review.

 

This declaration is in respect of Genetic Technologies Limited and the entities it controlled during the period.

 

 

/s/ Nadia Carlin

 

Nadia Carlin
Partner
PricewaterhouseCoopers

Melbourne
24 February 2011

 

Liability limited by a scheme approved under Professional Standards Legislation

 



 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Half-year ended 31 December 2010

 

 

 

 

 

Consolidated

 

 

 

 

 

Half-year ended

 

Half-year ended

 

 

 

Notes

 

31 December 2010

 

31 December 2009

 

 

 

 

 

$

 

$

 

 

 

 

 

 

 

 

 

Revenue from continuing operations

 

 

 

 

 

 

 

Genetic testing services

 

 

 

2,368,788

 

2,316,784

 

Reproductive services

 

 

 

23,089

 

564,641

 

Total revenue from continuing operations

 

 

 

2,391,877

 

2,881,425

 

Less: cost of sales

 

 

 

(859,162

)

(1,277,784

)

Gross profit from continuing operations

 

 

 

1,532,715

 

1,603,641

 

Other revenue

 

2

 

11,752,010

 

1,898,985

 

Other income

 

2

 

 

220,284

 

Less: borrowing costs

 

 

 

(49,201

)

(48,691

)

Less: other expenses

 

2

 

(8,920,808

)

(7,709,995

)

Profit / (loss) before income tax expense

 

 

 

4,314,716

 

(4,035,776

)

Income tax expense

 

 

 

 

 

Profit / (loss) for the half-year

 

 

 

4,314,716

 

(4,035,776

)

Other comprehensive income / (loss)

 

 

 

 

 

 

 

Realised gain on sale of available-for-sale investments transferred from reserve

 

 

 

 

(170,000

)

Exchange gains/(losses) on translation of controlled foreign operations

 

 

 

(80,836

)

(22,263

)

Exchange gains/(losses) on translation of non-controlled foreign operations

 

 

 

(10,232

)

(706

)

Other comprehensive income / (loss) for the year, net of tax

 

 

 

(91,068

)

(192,969

)

Total comprehensive income / (loss) for the half-year

 

 

 

4,223,648

 

(4,228,745

)

 

 

 

 

 

 

 

 

Profit / (loss) for the half-year is attributable to:

 

 

 

 

 

 

 

Owners of Genetic Technologies Limited

 

 

 

4,316,372

 

(4,032,577

)

Non-controlling interests

 

 

 

(1,656

)

(3,199

)

Total profit / (loss) for the half-year

 

 

 

4,314,716

 

(4,035,776

)

 

 

 

 

 

 

 

 

Total comprehensive income / (loss) for the half-year is attributable to:

 

 

 

 

 

 

 

Owners of Genetic Technologies Limited

 

 

 

4,235,536

 

(4,224,840

)

Non-controlling interests

 

 

 

(11,888

)

(3,905

)

Total comprehensive income / (loss) for the half-year

 

 

 

4,223,648

 

(4,228,745

)

 

 

 

 

 

 

 

 

Earnings per share attributable to owners of the Company:

 

 

 

 

 

 

 

Basic profit / (loss) per share (cents per share)

 

 

 

1.1

 

(1.1

)

Diluted profit / (loss) per share (cents per share)

 

 

 

1.1

 

(1.1

)

 

6



 

CONSOLIDATED BALANCE SHEET

As at 31 December 2010

 

 

 

 

 

Consolidated

 

 

 

 

 

As at

 

As at

 

 

 

Notes

 

31 December 2010

 

30 June 2010

 

 

 

 

 

$

 

$

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

4

 

8,427,407

 

3,306,311

 

Trade and other receivables

 

 

 

568,995

 

754,657

 

Prepayments

 

 

 

163,403

 

113,568

 

Inventories

 

 

 

291,095

 

255,967

 

Performance bond and deposits

 

 

 

119,917

 

71,658

 

Total current assets

 

 

 

9,570,817

 

4,502,161

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

Property, plant and equipment

 

 

 

1,138,534

 

1,977,826

 

Intangible assets and goodwill

 

 

 

1,758,198

 

1,799,585

 

Total non-current assets

 

 

 

2,896,732

 

3,777,411

 

Total assets

 

 

 

12,467,549

 

8,279,572

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Trade and other payables

 

 

 

1,164,467

 

1,195,673

 

Interest-bearing liabilities

 

 

 

185,757

 

237,210

 

Deferred revenue

 

 

 

214,441

 

194,441

 

Provisions

 

 

 

651,070

 

706,189

 

Total current liabilities

 

 

 

2,215,735

 

2,333,513

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

76,892

 

145,430

 

Provisions

 

 

 

105,056

 

82,933

 

Total non-current liabilities

 

 

 

181,948

 

228,363

 

Total liabilities

 

 

 

2,397,683

 

2,561,876

 

Net assets

 

 

 

10,069,866

 

5,717,696

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Contributed equity

 

 

 

72,378,105

 

72,378,105

 

Reserves

 

 

 

1,539,057

 

1,529,142

 

Accumulated losses

 

 

 

(64,057,656

)

(68,374,028

)

Parent interests

 

 

 

9,859,506

 

5,533,219

 

Non-controlling interests

 

 

 

210,360

 

184,477

 

Total equity

 

 

 

10,069,866

 

5,717,696

 

 

7



 

CONSOLIDATED CASH FLOW STATEMENT

Half-year ended 31 December 2010

 

 

 

Consolidated

 

 

 

Half-year ended

 

Half-year ended

 

 

 

31 December 2010

 

31 December 2009

 

 

 

$

 

$

 

 

 

 

 

 

 

Cash flows provided by / (used in) operating activities

 

 

 

 

 

Receipts from customers

 

14,239,224

 

5,153,952

 

Payments to suppliers and employees

 

(8,898,389

)

(7,537,992

)

Interest received

 

49,902

 

128,537

 

Borrowing costs

 

(49,201

)

(48,691

)

Net cash flows provided by / (used in) operating activities

 

5,341,536

 

(2,304,194

)

 

 

 

 

 

 

Cash flows provided by investing activities

 

 

 

 

 

Purchase of property, plant and equipment

 

(48,988

)

(117,858

)

Proceeds from sale of assets

 

81,050

 

295,195

 

Costs incurred on acquisition of investment

 

 

(9,897

)

Net cash flows provided by investing activities

 

32,062

 

167,440

 

 

 

 

 

 

 

Cash flows used in financing activities

 

 

 

 

 

Repayment of finance lease principal

 

(119,991

)

(110,614

)

Net cash flows used in financing activities

 

(119,991

)

(110,614

)

Net increase / (decrease) in cash and cash equivalents

 

5,253,607

 

(2,247,368

)

Cash and cash equivalents at the beginning of the period

 

3,306,311

 

7,826,902

 

Net foreign exchange difference

 

(132,511

)

(19,868

)

Cash and cash equivalents at the end of the period (Note 4)

 

8,427,407

 

5,559,666

 

 

8



 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Half-year ended 31 December 2010

 

 

 

Contributed
equity

 

Reserves

 

Accumulated
losses

 

Parent
interests

 

Non-
controlling
interests

 

Total
equity

 

 

 

$

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 July 2009

 

71,285,663

 

1,701,899

 

(59,030,262

)

13,957,300

 

154,745

 

14,112,045

 

Total comprehensive loss

 

 

(192,263

)

(4,032,577

)

(4,224,840

)

(3,905

)

(4,228,745

)

Transactions with owners in their capacity as owners

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based payments

 

 

(19,884

)

 

(19,884

)

 

(19,884

)

Share of issued capital

 

 

 

 

 

24,398

 

24,398

 

 

 

 

(19,884

)

 

(19,884

)

24,398

 

4,514

 

At 31 December 2009

 

71,285,663

 

1,489,752

 

(63,062,839

)

9,712,576

 

175,238

 

9,887,814

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 July 2010

 

72,378,105

 

1,529,142

 

(68,374,028

)

5,533,219

 

184,477

 

5,717,696

 

Total comprehensive income/(loss)

 

 

(80,836

)

4,316,372

 

4,235,536

 

(11,888

)

4,223,648

 

Transactions with owners in their capacity as owners

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based payments

 

 

90,751

 

 

90,751

 

 

90,751

 

Share of issued capital

 

 

 

 

 

37,771

 

37,771

 

 

 

 

90,751

 

 

90,751

 

37,771

 

128,522

 

At 31 December 2010

 

72,378,105

 

1,539,057

 

(64,057,656

)

9,859,506

 

210,360

 

10,069,866

 

 

9



 

NOTES TO THE HALF-YEAR FINANCIAL STATEMENTS

Half-year ended 31 December 2010

 

NOTE 1:  Summary of significant accounting policies

 

Basis of accounting and statement of compliance

 

The Half-Year Financial Report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, including Australian Accounting Standard AASB 134 Interim Financial Reporting and other mandatory professional reporting requirements.

 

The Half-Year Financial Report should be read in conjunction with the Annual Financial Report of Genetic Technologies Limited as at 30 June 2010, which was prepared based on Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

 

It is also recommended that the Half-Year Financial Report be considered together with any public announcements made by Genetic Technologies Limited and its controlled entities during the half-year ended 31 December 2010 in accordance with continuous disclosure obligations arising under the Corporations Act 2001.

 

The same accounting policies and methods of computation have been followed in the interim financial report for the half-year ended 31 December 2010 as compared to the Annual Financial Report for the year ended 30 June 2010.  New or amended Australian Accounting Standards and Interpretations that were applicable to the Company from 1 July 2010 did not have any impact on the interim financial report for the half-year ended 31 December 2010.

 

Certain reclassifications have been made in the financial statements to ensure that prior half-year comparatives conform to current half-year presentations.

 

The Half-Year Financial Report has been prepared on an historical cost basis, except for investments classified as available-for-sale that have been measured at fair value.  For the purpose of preparing the Half-Year Financial Report, the half-year has been treated as a discrete reporting period.

 

Going concern basis

 

During the financial half-year ended 31 December 2010, the consolidated entity generated a net profit after income tax of $4,314,716 and positive net cash flows from operations of $5,341,536.  As a result, the consolidated entity’s cash reserves had increased from $3,306,311 as at 30 June 2010 to $8,427,407 as at balance date.  These results compared favourably to the results from the previous half-year ended 31 December 2009 which revealed a net loss after income tax of $4,035,776 and net outflows from operations of $2,304,194.

 

However, notwithstanding the significant increase in revenues generated during the period and cash reserves held at the end of the period, the Directors undertook an assessment of the Company’s continued ability to pay its debts as and when they fall due and to remain as a going concern.

 

Whilst there remains some uncertainty in the Company’s cash flow forecasts in relation to the timing and quantum of licensing revenue, the Directors believe that the consolidated entity will be able to maintain sufficient cash reserves to fund its operations through a range of available options, which include:

 

·             Generation of funds from the granting of further “non-coding” licenses as part of Company’s out-licensing and assertion programs;

 

·             The sale of new genetic tests, including the BREVAGenTM test in the USA and Europe;

 

·             Management of the expenditure associated with the roll-out of the BREVAGenTM test in the USA such that material costs are only incurred once sufficient funds become available;

 

·             The raising of debt funds to be repaid from the Company’s existing future royalty and annuity streams; and

 

·             If necessary, fundraising from the issue of new shares in the Company and/or the sale of surplus assets.

 

After taking into account all available information, the Directors have concluded that there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due and that the basis of preparation of the Half-Year Financial Report on a going concern basis is appropriate.

 

10



 

 

 

Consolidated

 

 

 

Half-year ended

 

Half-year ended

 

 

 

31 December 2010

 

31 December 2009

 

 

 

$

 

$

 

 

NOTE 2:  Other revenue, income and expenses

 

The profit / (loss) before income tax expense includes the following items of other revenue, income and expenses whose disclosure is relevant in explaining the performance of the Group:

 

Other revenue

 

 

 

 

 

License fees received

 

10,519,766

 

368,566

 

Royalties and annuities received

 

1,182,180

 

1,402,427

 

Interest received

 

50,064

 

123,419

 

Miscellaneous revenue

 

 

4,573

 

Total other revenue

 

11,752,010

 

1,898,985

 

Other income

 

 

 

 

 

Net gain on disposal of available-for-sale investments

 

 

210,195

 

Net foreign exchange gains

 

 

10,089

 

Total other income

 

 

220,284

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

Employee benefits expenses

 

(2,902,289

)

(3,072,830

)

Royalties, license fees and commissions

 

(2,342,974

)

(189,578

)

Legal and patent expenses

 

(946,033

)

(710,587

)

Administrative expenses

 

(476,954

)

(436,018

)

Amortisation and depreciation

 

(389,354

)

(1,941,374

)

Net impairment losses and other (write-downs) / credits

 

(345,210

)

2,689

 

Rent and outgoings

 

(334,941

)

(335,201

)

Other expenses

 

(292,222

)

(287,711

)

Travel and accommodation

 

(233,010

)

(253,813

)

Testing supplies and services

 

(138,075

)

(197,042

)

Marketing and promotion expenses

 

(133,502

)

(161,800

)

Net foreign exchange losses

 

(109,076

)

 

Insurance

 

(98,371

)

(146,614

)

Share-based payments (expense) / credit

 

(90,751

)

19,884

 

Net loss on sale of fixed assets

 

(88,046

)

 

Total other expenses

 

(8,920,808

)

(7,709,995

)

 

NOTE 3:  Dividends paid and proposed

 

No dividends were paid during the half-year ended 31 December 2010 and no dividends were proposed.

 

NOTE 4:  Cash and cash equivalents

 

Cash at bank and on hand

 

7,427,407

 

1,773,152

 

Short-term deposits

 

1,000,000

 

1,533,159

 

Total cash and cash equivalents

 

8,427,407

 

3,306,311

 

 

11



 

NOTE 5:  Segment reporting

 

Description of segments

 

The Group has identified three reportable segments based on the similarity of the products produced and sold and/or the services provided, as these represent the sources of the Group’s major risks and have the greatest effect on the rates of return.  The separate groups of products and services are then divided into operating businesses, the performances of which are reported to the Chief Executive Officer, the Senior Management Team and the Board of Directors on a monthly basis.  The segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker.  The Group also separately reports the corporate headquarter function to clearly identify costs associated with that function.  The corporate function is not considered to be an operating or reportable segment.  The Group’s three operating segments can be described as follows:

 

Operations — involves the provision of a range of genetic testing services.

Licensing — involves the out-licensing of the Group’s “non-coding” technology.

Research — involves the undertaking of research and development projects in the field of genetics and related areas.

 

The Corporate disclosures include all revenues, costs, assets and liabilities associated with the headquarter function.

 

Operating segments

 

The table below presents the revenue and loss information regarding segments for the half-years ended 31 December 2010 and 31 December 2009, respectively.

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

Segment

 

 

 

Sales

 

Interest

 

Totals

 

Result

 

Assets

 

 

 

 

 

$

 

$

 

$

 

$

 

$

 

Operations

 

2010

 

2,391,877

 

 

2,391,877

 

(1,956,759

)

2,877,292

 

 

 

2009

 

2,881,425

 

 

2,881,425

 

(1,410,685

)

3,885,395

 

Licensing

 

2010

 

11,701,946

 

 

11,701,946

 

8,670,435

 

556,493

 

 

 

2009

 

1,770,993

 

 

1,770,993

 

(568,315

)

674,373

 

Research

 

2010

 

 

 

 

(549,402

)

78,771

 

 

 

2009

 

 

 

 

(912,318

)

165,523

 

Sub-total

 

2010

 

14,093,823

 

 

14,093,823

 

6,164,274

 

3,512,556

 

 

 

2009

 

4,652,418

 

 

4,652,418

 

(2,891,318

)

4,725,291

 

Corporate

 

2010

 

 

50,064

 

50,064

 

(1,849,558

)

8,954,993

 

 

 

2009

 

4,573

 

123,419

 

127,992

 

(1,144,458

)

3,554,281

 

Totals

 

2010

 

14,093,823

 

50,064

 

14,143,887

 

4,314,716

 

12,467,549

 

 

 

2009

 

4,656,991

 

123,419

 

4,780,410

 

(4,035,776

)

8,279,572

 

 

NOTE 6:  Impairment of plant and equipment

 

The total net impairment loss relating to plant and equipment for the financial half-year ended 31 December 2010 was $353,221 (2009: $nil).  This loss included items of equipment acquired under the Supply Agreement with Applera Corporation (“Applera”) ($345,172) and items associated with the Company’s former reproductive services business ($23,944).

 

The impairment charges relating to the equipment acquired under the Supply Agreement with Applera arose following an exchange of certain items of laboratory equipment with an Australian-based subsidiary of Applera and a decision to dispose of certain items of surplus equipment.  The impairment charges relating to the reproductive services business arose following a decision by the Company to strategically realign the business and to focus on the provision of animal genetic tests, rather than the services that were acquired as part of the acquisition of the Frozen Puppies Dot Com business in 2008.

 

As at balance date, the Company believes that the carrying value of the remaining items of plant and equipment of $1,758,198 is appropriate.

 

12


 


 

NOTE 7:  Earnings per share

 

The following reflects the income and share data used in the calculations of basic and diluted profit/(loss) per share:

 

 

 

2010

 

2009

 

 

 

$

 

$

 

 

 

 

 

 

 

Profit/(loss) for the half-year attributable to the owners of Genetic Technologies Limited

 

4,316,372

 

(4,032,577

)

 

 

 

 

 

 

Weighted average number of ordinary shares used in calculating profit/(loss) per share

 

404,605,152

 

374,644,801

 

 

None of the 14,350,000 (2009: 3,800,000) options outstanding as at the reporting date are considered to be dilutive for the purposes of calculating diluted profit/(loss) per share and have therefore been excluded from the weighted average number of shares.

 

NOTE 8:  Contingent assets and liabilities

 

The Group had no contingent assets or liabilities as at 31 December 2010.

 

NOTE 9:  Events after the balance sheet date

 

On 17 January 2011, the Company announced that it had settled a dispute with Sunrise Medical Laboratories of Hicksville, New York, USA, which is associated with Sonic Healthcare Limited.  Sunrise was one of the original parties to the patent infringement law suit filed by Genetic Technologies in the US District Court, Western District of Wisconsin in 2010.

 

On 20 January 2011, the Company announced that it had filed a further patent infringement law suit in the USA, this time in the US District Court, Western District of Texas, Austin Division.  This action follows the successful initial patent infringement law suit which GTG filed in the US District Court, Western District of Wisconsin, in relation to infringement of GTG’s non-coding patents, as previously reported by GTG on 16 February 2010.

 

The counterparties to this new action, each a company associated with Sonic Healthcare Limited, are:

 

·                  Clinical Pathology Laboratories Mid-Atlantic of Chantilly, Virginia

·                  Clinical Pathology Laboratories Southeast of Orlando, Florida

·                  Clinical Pathology Laboratories of South West Austin, Texas

·                  PathLabs of Toledo, Ohio

·                  East Side Clinical Laboratories of East Providence, Rhode Island

·                  AEL of Memphis, Morristown; Lebanon, Tennessee and Columbus, Mississippi

 

On 3 February 2011, a further 500,000 options over ordinary shares in the Company were granted, on the same terms and conditions as those that were granted on 8 July 2010 (refer Significant changes in the state of affairs on page 3 of this Half-Year Financial Report), to another member of the Company’s Senior Executive Team.

 

On 9 February 2011, the Company announced that it executed a one-year extension to its Forensic DNA Testing Agreement with the New South Wales Police Force.

 

Apart from the above, there have been no other events which have occurred after balance sheet date.

 

13



 

DIRECTORS’ DECLARATION

 

In accordance with a resolution of the Directors of Genetic Technologies Limited, I state that, in the opinion of the Directors:

 

(a)              the financial statements and notes of the consolidated entity, as set out on pages 6 to 13 of the Half-Year Financial Report, are in accordance with the Corporations Act 2001, including:

 

(i)      giving a true and fair view of the consolidated entity’s financial position as at 31 December 2010 and of its performance for the half-year ended on that date; and

 

(ii)     complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

 

(b)             there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

 

 

On behalf of the Board

 

 

SIDNEY C. HACK

 

Non-Executive Chairman

 

 

24 February 2011

 

14



 

 

 

 

PricewaterhouseCoopers

 

ABN 52 780 433 757

 

 

 

Freshwater Place

 

2 Southbank Boulevard

 

SOUTHBANK VIC 3006

 

GPO Box 1331

 

MELBOURNE VIC 3001

 

DX 77

 

Telephone 61 3 8603 1000

 

Facsimile 61 3 8603 1999

 

www.pwc.com/au

 

Independent auditor’s review report to the members of Genetic Technologies Limited

 

Report on the Half-Year Financial Report

 

We have reviewed the accompanying half-year financial report of Genetic Technologies Limited, which comprises the balance sheet as at 31 December 2010, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, selected explanatory notes and the directors’ declaration for the Genetic Technologies Limited Group (the consolidated entity). The consolidated entity comprises both Genetic Technologies Limited (the company) and the entities it controlled during that half-year.

 

Directors’ responsibility for the half-year financial report

 

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

 

Auditor’s responsibility

 

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of 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 financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2010 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 Genetic Technologies 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. It also includes reading the other information included with the financial report to determine whether it contains any material inconsistencies with the financial report. 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.

 

While we considered the effectiveness of management’s internal controls over financial reporting when determining the nature and extent of our procedures, our review was not designed to provide assurance on internal controls.

 

Our review did not involve an analysis of the prudence of business decisions made by directors or management.

 

Liability limited by a scheme approved under Professional Standards Legislation

 



 

Independence

 

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 Genetic Technologies 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 2010 and of its performance for the half-year ended on that date; and

 

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

 

 

/s/ Nadia Carlin

 

PricewaterhouseCoopers

 

 

 

 

 

/s/ Nadia Carlin

 

Nadia Carlin

Melbourne

Partner

24 February 2011