Exhibit 99.68
HALF YEAR REPORT
Genetic Technologies Limited
Appendix 4D
Half-year ended 31 December 2022 |
|
| Name of entity: Genetic Technologies Limited | ||||||||||||||||
| ABN: 17 009 212 328 | ||||||||||||||||
| Half-year ended: 31 December 2022 | ||||||||||||||||
| Previous period: 31 December 2021 | ||||||||||||||||
| Results for announcement to the market | ||||||||||||||||
| $ | ||||||||||||||||
| Revenue for ordinary activities | Up | 103 | % | to | 4,153,947 | |||||||||||
| Net loss after tax (from ordinary activities) for the period attributable to members | Up | (41 | )% |
to | (5,460,298 | ) | ||||||||||
| Net loss after tax for the period attributable to members | Up | (41 | )% | to | (5,460,298 | ) | ||||||||||
| Net tangible assets per security | ||||||||||||||||
| 31 December 2022 | 31 December 2021 | |||||||
| Cents | Cents | |||||||
| Net tangible asset backing (per security) | 0.05 | 0.15 | ||||||
Explanation of results
An explanation of the key financial elements contributing to the revenue and result above can be found in the review of operations included within the Directors’ report.
Distributions
No dividends have been paid or declared by the Company for the current financial period. No dividends were paid for the previous financial period.
Changes in controlled entities
On 14 July 2022, GTG acquired AffinityDNA’s business and assets. Except for this acquisition, there have been no changes in controlled entities during the half-year ended 31 December 2022.
Other information required by Listing Rule 4.2A
Details of individual and total dividends or distributions and dividend or distribution payments: N/A
Details of any dividend or distribution reinvestment plans: N/A
Details of associates and joint venture entities: N/A
Other information: N/A
Interim review
The financial statements have been reviewed by the group’s independent auditor Grant Thornton Audit Pty Ltd without any modified opinion, disclaimer or emphasis of matter.
Genetic Technologies Limited
ABN 17 009 212 328
Interim report for the half-year ended 31 December 2022
Genetic Technologies Limited
Directors’ Report
31 December 2022
This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the annual report for the year ended 30 June 2022 and any public announcements made by Genetic Technologies Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
The Directors submit the financial report on the consolidated entity consisting of Genetic Technologies Limited (ASX: GTG; NASDAQ: GENE, “GTG” and the “Company”) and the entities (“Group”) it controlled at the end of, or during, the half-year ended 31 December 2022.
Directors
The following persons were Directors of Genetic Technologies Limited during the whole of the half-year and up to the date of this report:
Mr Peter Rubinstein
Dr Jerzy Muchnicki
Dr Lindsay Wakefield
Mr Nicholas Burrows
Chief Executive Officer
Mr Simon Morriss
Chief Financial Officer & Company Secretary
Mr Mike Tonroe (until 28 November 2022)
Mr Tony Di Pietro (commenced on 28 November 2022)
Review of operations
For the half-year ended 31 December 2022, the group incurred a loss before income tax of $5,608,311 (2021: $3,881,371) and net assets as at 31 December 2022 were $11,028,671 (30 June 2022: $16,431,071). The group’s cash position at 31 December 2022 was $5,045,188 (30 June 2022: $11,731,325).
The Group’s customer receipts for the half-year to 31 December 2022 were $4,455,615 (2021: $2,658,872), primarily associated with EasyDNA and AffinityDNA product sales.
Acquisition of AffinityDNA
The Company announced the acquisition of AffinityDNA in May 2022 and the business began integration when the payment due under the acquisition agreement was settled on 14 July 2022. AffinityDNA joins EasyDNA as the Company’s Direct to Consumer (DTC) avenues to the market for DNA testing. During the half-year we have focused on the integration of our people, products and AffinityDNA platform to deliver a “One Company-Three Brand” approach for GTG – EasyDNA, AffinityDNA and geneType. The acquisition expands GTG’s portfolio of tests to 51 in 14 categories available in more than 40 countries.
Further integration will continue as the Company leverages it’s well-established worldwide marketplace (including Amazon). This marketplace will also be used as one avenue to promote the Company’s geneType portfolio.
The Company is in a strong position with a portfolio of high-quality products both in the market and under development and a substantial international platform for the distribution of the direct-to-consumer products.
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Genetic Technologies Limited
Directors’ Report
31 December 2022
Commercialisation and Product Overview
A core focus of GTG centres on initiatives that will be key to growing the adoption of the Company’s geneType platform and secure commercial success for GTG’s Business to Business (B2B) strategy. The geneType platform is underpinned by 27 patents either granted or pending.
We are actively engaged with U.S. payer groups (insurers and employer groups) in an effort to gain adoption of geneType from these groups. This is a key milestone to obtain wider adoption in the U.S. market and accelerating a step change in GTG’s revenue growth. The Company is leveraging its’ Budget Impact Model (BIM), which demonstrated substantial health economic benefits from the implementation of geneType. Currently, GTG has more than ten active engagements underway with U.S. payers. These payers have a total coverage of approximately 42 million lives.
GTG is also targeting smaller niche payers, such as employer groups, with the goal of developing commercial pilot studies with one or more of these groups during the second half of FY2023. These commercial pilot studies will highlight the health economic benefits of adopting the geneType test. Executing one or more commercial pilot programs will be a significant milestone.
A number of recent of media events have been undertaken to continue to build the brand awareness of geneType. These included a segment on channel 7 News http://youtu.be/21SoDP8PTxg , a webinar in which GTG’s Director of Medical Affairs, Dr Erika Spaeth, interviewed Associate Professor Charles Siles on the utility of geneType Breast Cancer Risk Assessment Test https://www.youtube.com/watch?v=Xmwn-WYFIeE , and an interview with GTG’s CEO, Simon Morriss, that aired on Bloomberg US https://youtu.be/YPBOPf8tPDE.
Our innovation
In an announcement in February 2023, we were pleased to announce the Company will launch a ‘World First’ Comprehensive Risk Assessment Test which evaluates a women’s risk of developing Breast and/or Ovarian Cancer (HBOC) either from a hereditary genetic mutation or from the far more common familial or sporadic cancer. Combined with other clinical risk factors the test provides a comprehensive risk assessment in one simple saliva test.
Publications and research and development
Recently, the Company announced three separate peer-reviewed papers were published in scientific journals and presented at prestigious medical conferences. These publications increase awareness among medical physicians, validate the benefits of the geneType tests, and ultimately support the adoption of the geneType platform.
GTG’s Director of Clinical and Scientific Affairs, Dr Erika Spaeth, presented at the prestigious American Society of Clinical Oncology Gastroenterology Cancer Symposium (ASCOGI) in January 2023. Her presentation demonstrated significant improvement in identifying patients at risk of colorectal cancer by expanding the number of Single Nucleotide Polymorphisms (SNPs) genetic markers, a key component in geneType risk assessment tests for colorectal cancer.
In addition, GTG released several publications showing geneType as an enabling predictor of breast cancer, ovarian cancer, cardiovascular disease (CVD) and type 2 diabetes.
These publications were:
| ● | “Polygenic risk scores for cardiovascular diseases and type 2 diabetes” published in PLOS ONE. |
| ● | “A combined clinical and genetic model for predicting risk of ovarian cancer” published in the European Journal of Cancer Prevention. |
| ● | “Integrating Personalized Medicine into Preventative Care through Risk Stratification” published in the Journal of Precision Medicine. |
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Genetic Technologies Limited
Directors’ Report
31 December 2022
We have engaged with several Key Opinion Leaders (KOLs) in the U.S., who are leaders in their field and actively support the implementation of risk assessment tests. GTG believes their support will help build partnerships with new medical practices providing access to a wider group of patients, and presents a further avenue to the clinical implementation of geneType. These KOLs include:
| ● | Dr Joel Evans - MD, a board-certified obstetrician- gynaecologist (‘OB/GYN’) and international lecturer, is the director of The Center for Functional Medicine in Stamford, CT. He has a special interest in breast cancer, and, is the medical director of the “Keep A Breast Foundation” which brings the latest information on cancer risk assessment and prevention to his patients. |
| ● | Dr Carolyn Young is an OB/GYN in Rockville, Maryland and is affiliated with multiple hospitals in the area, including Johns Hopkins Medicine-Suburban Hospital and Adventist Healthcare Shady Grove Medical Center. |
| ● | Dr Lisa Larkin is a board-certified internist practicing internal medicine and women’s health since 1991. She is the Founder and CEO of Ms. Medicine, LLC, a national membership organization for women’s health clinicians and a concierge women’s health primary care network. |
Through increasing sales efforts, general practitioner (GP) partnerships, GTG’s Virtual Sales Rep (VSR) and face-to-face engagements, GTG has over 90 medical practices in Australia actively evaluating the geneType platform with their patients. Some of these medical practices have initiated the referral of patients on a commercial basis, with the Company expecting revenue growth from these initiatives to continue as more of these practices move to routine implementation of geneType tests.
GTG continues to build partnerships with other key industry advocates including:
| ● | Dr Nicole Yap at the The Australian Breast Care Centre; |
| ● | A/Prof Charles Siles, the Executive Director and Founder of Siles Health; and |
| ● | Prof Bruce Mann at Royal Women’s Hospital for the Melbourne Launch of screening for breast cancer risk. |
Significant changes in the state of affairs
The Company completed the acquisition of AffinityDNA’s business on 14 July 2022. The agreed purchase price was £555,000, £277,500 was paid in cash at the acquisition date and the remaining £277,500 is contingent consideration (payable on the achievement of certain financial metrics). AffinityDNA added new eCommerce DTC sales channel to GTG’s genetic test offering through its existing website domains and online purchase platforms (see Note 7 to the financial statements for further information).
Except for the AffinityDNA acquisition, there have been no significant changes in the state of affairs of the Group during the period.
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Genetic Technologies Limited
Directors’ Report
31 December 2022
Events since the end of the financial period
On 6 February 2023, the Company announced that it had entered into definitive agreements with several institutional investors for the purchase and sale in a registered direct offering of 3,846,155 American Depositary Shares (“ADSs”) (or ADS equivalent in lieu thereof), each representing six hundred (600) ordinary shares of the Company, at a purchase price of $1.30 per ADS. On 8 February 2023, GTG announced that the direct offering had closed and USD$5 million, before deducting the placement agent’s fees and other offering expenses, had been raised.
On 3 February 2023, GTG announced the launch of the first Comprehensive Risk Test for Breast & Ovarian Cancer. The test evaluates a woman’s risk of developing Breast and/or Ovarian Cancer either from a hereditary genetic mutation or from the far more common familial or sporadic cancer. In combination with other clinical risk factors, the test provides a comprehensive risk assessment in a simple saliva test.
On 1 February 2023, the Company announced the intention to form a strategic alliance with QIAGEN, a global leader in molecular testing with operations in 35 countries. The alliance will establish and develop a ‘Centre of Excellence’ facility in Australia initially servicing Australia and New Zealand with potential for expansion, showcasing the Life Science and Diagnostics expertise of both organizations throughout the region. The partnership will further enhance GTG’s reputation as a regional leader in precision medicine in predicative and consumer genomics, utilizing QIAGEN technologies. The relationship is expected to open a wide range of new commercial opportunities for GTG with enhanced automation capability and increased capacity supporting long-term revenue growth. Additionally, this initiative will unlock the Australian reimbursable market for various testing categories, including the geneType hereditary cancer test. This will make the geneType Breast, Ovarian and Colorectal cancer tests the most comprehensive offering in the market later in 2023.
Except for the above, no matter or circumstance has occurred subsequent to the period end that has significantly affected, or may significantly affect, the operations of the group, the results of those operations or the state of affairs of the group or economic entity in subsequent financial periods.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 8.
This report is made in accordance with a resolution of Directors.
/s/ Peter Rubinstein
Mr Peter Rubinstein
Director
Melbourne
24 February 2023
| 7 |
| Grant Thornton Audit Pty Ltd | |
| Level 22 Tower 5 | |
| Collins Square | |
| 727 Collins Street | |
| Melbourne VIC 3008 | |
| GPO Box 4736 | |
| Melbourne VIC 3001 | |
| T +61 3 8320 2222 |
Auditor’s Independence Declaration
To the Directors of Genetic Technologies Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the review of Genetic Technologies Limited for the half-year ended 31 December 2022, 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. |
/s/ Grant Thornton
Grant Thornton Audit Pty Ltd
Chartered Accountants
/s/ M A Cunningham
M A Cunningham
Partner – Audit & Assurance
Melbourne, 24 February 2023
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation.
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Genetic Technologies Limited
Condensed consolidated statement of profit or loss and comprehensive income
For the half-year ended 31 December 2022
31 December 2022 | 31 December 2021 | |||||||||||
| Notes | $ | $ | ||||||||||
| Revenue from contracts with customers | 3 | 4,153,947 | 2,051,016 | |||||||||
| Finance income | 79,747 | 15,040 | ||||||||||
| Other income | 823,922 | 1,403,956 | ||||||||||
| Changes in inventories | (6,527 | ) | (257,677 | ) | ||||||||
| Raw materials | (2,141,158 | ) | (871,202 | ) | ||||||||
| Commissions | (113,415 | ) | (60,961 | ) | ||||||||
| Employee benefits expenses | (3,109,064 | ) | (2,975,262 | ) | ||||||||
| Advertising and promotional expenses | (1,537,769 | ) | (840,673 | ) | ||||||||
| Professional fees | (790,612 | ) | (730,419 | ) | ||||||||
| Research and development expenses | (558,306 | ) | (370,961 | ) | ||||||||
| Depreciation and amortisation | (330,187 | ) | (281,304 | ) | ||||||||
| Impairment (expenses)/reversal | (280,725 | ) | 302 | |||||||||
| Other expenses | (1,782,292 | ) | (958,983 | ) | ||||||||
| Finance costs | (15,872 | ) | (4,243 | ) | ||||||||
| Loss from operations before income tax | (5,608,311 | ) | (3,881,371 | ) | ||||||||
| Income tax credit | 148,013 | - | ||||||||||
| Loss for the period | (5,460,298 | ) | (3,881,371 | ) | ||||||||
| Other comprehensive income | ||||||||||||
| Items that may be reclassified to profit or loss: | ||||||||||||
| Other comprehensive income Items that may be reclassified to profit or loss: | ||||||||||||
| Exchange gains on translation of controlled foreign operations | 4(b) | 15,497 | 7,078 | |||||||||
| Other comprehensive income for the period; net of tax | 15,497 | 7,078 | ||||||||||
| Total comprehensive loss for the period is attributable to: | ||||||||||||
| Owners of Genetic Technologies Limited | (5,444,801 | ) | (3,874,293 | ) | ||||||||
| Total comprehensive loss for the period is attributable to: Owners of Genetic Technologies Limited | (5,444,801 | ) | (3,874,293 | ) | ||||||||
Loss per share for loss attributable to the ordinary equity holders of the Company: | ||||||||||||
| Basic/diluted loss per share (cents per share) | 5 | (0.06 | ) | (0.04 | ) | |||||||
The above condensed consolidated statement of profit or loss and comprehensive income should be read in conjunction with the accompanying notes.
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Genetic Technologies Limited
Condensed consolidated statement of financial position
As at 31 December 2022
31 December 2022 | 30 June 2022 | |||||||||||
| Notes | $ | $ | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 5,045,188 | 11,731,325 | ||||||||||
| Trade and other receivables | 2,931,189 | 2,421,238 | ||||||||||
| Inventories | 404,677 | 398,150 | ||||||||||
| Other current assets | 423,960 | 166,087 | ||||||||||
| Total current assets | 8,805,014 | 14,716,800 | ||||||||||
| Non-current assets | ||||||||||||
| Right-of-use assets | 594,657 | 647,150 | ||||||||||
| Property, plant and equipment | 190,328 | 306,175 | ||||||||||
| Goodwill | 6 | 5,479,027 | 4,506,653 | |||||||||
| Other intangible assets | 551,265 | 624,920 | ||||||||||
| Deferred tax asset | 74,358 | - | ||||||||||
| Total non-current assets | 6,889,635 | 6,084,898 | ||||||||||
| Total assets | 15,694,649 | 20,801,698 | ||||||||||
| LIABILITIES | ||||||||||||
| Current liabilities | ||||||||||||
| Trade and other payables | 2,473,592 | 2,122,379 | ||||||||||
| Deferred income | 1,053,260 | 814,150 | ||||||||||
| Provisions | 422,416 | 611,060 | ||||||||||
| Lease liabilities | 283,973 | 264,130 | ||||||||||
| Total current liabilities | 4,233,241 | 3,811,719 | ||||||||||
| Non-current liabilities | ||||||||||||
| Provisions | 29,962 | 22,499 | ||||||||||
| Lease liabilities | 328,417 | 388,396 | ||||||||||
| Deferred tax liability | 74,358 | 148,013 | ||||||||||
| Total non-current liabilities | 432,737 | 558,908 | ||||||||||
| Total liabilities | 4,665,978 | 4,370,627 | ||||||||||
| Net assets | 11,028,671 | 16,431,071 | ||||||||||
| EQUITY | ||||||||||||
| Share capital | 155,138,636 | 155,138,636 | ||||||||||
| Reserves | 4(b) | 11,556,549 | 11,498,651 | |||||||||
| Accumulated losses | (155,666,514 | ) | (150,206,216 | ) | ||||||||
| Total equity | 11,028,671 | 16,431,071 | ||||||||||
The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.
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Genetic Technologies Limited
Condensed consolidated statement of changes in equity
For the half-year 31 December 2022
Share capital |
Other reserves | Retained earnings |
Total equity | |||||||||||||||||
| Notes | $ | $ | $ | $ | ||||||||||||||||
| Balance at 1 July 2021 | 153,574,974 | 11,033,279 | (143,075,218 | ) | 21,533,035 | |||||||||||||||
| Loss for the period | - | - | (3,881,371 | ) | (3,881,371 | ) | ||||||||||||||
| Other comprehensive gain | - | 7,078 | - | 7,078 | ||||||||||||||||
| Total comprehensive income for the half-year | - | 7,078 | (3,881,371 | ) | (3,874,293 | ) | ||||||||||||||
| Transactions with owners in their capacity as owners: | ||||||||||||||||||||
| Contributions of equity, net of transaction costs and tax | 1,564,912 | - | - | 1,564,912 | ||||||||||||||||
| Share based payments expense | - | 227,208 | - | 227,208 | ||||||||||||||||
| Transactions with owners in their capacity as owners | 1,564,912 | 227,208 | - | 1,792,120 | ||||||||||||||||
| Balance at 31 December 2021 | 155,139,886 | 11,267,565 | (146,956,589 | ) | 19,450,862 | |||||||||||||||
Share capital |
Other reserves | Retained earnings |
Total equity | |||||||||||||||||
| Notes | $ | $ | $ | $ | ||||||||||||||||
| Balance at 1 July 2022 | 155,138,636 | 11,498,651 | (150,206,216 | ) | 16,431,071 | |||||||||||||||
| Balance | 155,138,636 | 11,498,651 | (150,206,216 | ) | 16,431,071 | |||||||||||||||
| Loss for the period | - | - | (5,460,298 | ) | (5,460,298 | ) | ||||||||||||||
| Other comprehensive gain | - | 15,497 | - | 15,497 | ||||||||||||||||
| Total comprehensive income for the half-year | - | 15,497 | (5,460,298 | ) | (5,444,801 | ) | ||||||||||||||
Share based payments expense | 4(b) | - | 333,829 | - | 333,829 | |||||||||||||||
| Reversal of forfeited Performance Rights | 4(b) | - | (291,428 | ) | - | (291,428 | ) | |||||||||||||
| Transactions with owners in their capacity as owners | - | 42,401 | - | 42,401 | ||||||||||||||||
| Balance at 31 December 2022 | 155,138,636 | 11,556,549 | (155,666,514 | ) | 11,028,671 | |||||||||||||||
| Balance | 155,138,636 | 11,556,549 | (155,666,514 | ) | 11,028,671 | |||||||||||||||
The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
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Genetic Technologies Limited
Condensed consolidated statement of cash flows
For the half-year 31 December 2022
| 31 December 2022 | 31 December 2021 | |||||||
| $ | $ | |||||||
| Cash flows from operating activities | ||||||||
| Receipts from customers | 4,455,615 | 2,658,872 | ||||||
| Payments to suppliers and employees | (10,587,443 | ) | (6,795,656 | ) | ||||
| Net cash outflow from operating activities | (6,131,828 | ) | (4,136,784 | ) | ||||
Cash flows from investing activities | ||||||||
| Payments to acquire businesses | (486,187 | ) | (3,397,959 | ) | ||||
| Payments for property, plant and equipment | (3,114 | ) | (47,292 | ) | ||||
| Interest received | 79,747 | 13,491 | ||||||
| Net cash outflow from investing activities | (409,554 | ) | (3,431,760 | ) | ||||
Cash flows from financing activities | ||||||||
| Lease payments | (166,484 | ) | (15,445 | ) | ||||
| Net cash outflow from financing activities | (166,484 | ) | (15,445 | ) | ||||
Net decrease in cash and cash equivalents | (6,707,866 | ) | (7,583,989 | ) | ||||
| Cash and cash equivalents at the beginning of the financial year | 11,731,325 | 20,902,282 | ||||||
| Effects of exchange rate changes on cash and cash equivalents | 21,729 | 189,077 | ||||||
| Cash and cash equivalents at end of the half-year | 5,045,188 | 13,507,370 | ||||||
The above condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes.
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Genetic Technologies Limited
Notes to the condensed consolidated financial statements
Half-year ended 31 December 2022
1 Basis of preparation of half-year report
This condensed consolidated interim financial report for the half-year reporting period ended 31 December 2022 have been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.
This interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2022 and any public announcements made by Genetic Technologies Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period and the adoption of the new and amended standards as set out below. The Interim Financial Statements have been approved and authorised for issue by the board on 24 February 2023.
The consolidated financial statements of Genetic Technologies Limited group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Going concern
For the period ended 31 December 2022, the Company incurred a total comprehensive loss of $5,444,801 (2021: $3,874,293) and net cash outflow from operations of $6,131,828 (2021: $4,136,784). As at 31 December 2022, the Company held total cash and cash equivalents of $5,045,188 and total net current assets of $4,571,773.
On 8 February 2023, GTG announced it had raised USD$5 million of new capital, before deducting the placement agent’s fees and other offering expenses. The Company expects to continue to incur losses and cash outflow for the foreseeable future as it continues to invest resources in expanding the research and development activities in support of the distribution of existing and new products.
At the date of this report, the Directors believe that the Company has sufficient cash reserves to fund its operations for at least the next 12 months. As a result, these financial statements have been prepared on a going concern basis.
2 Segment information
| a. | Description of segments and principal activities |
The Company has identified three reportable segments which is consistent with the internal reporting provided to the chief operating decision maker, the Chief Executive Officer.
As of 30 June 2022, the Company changed its reportable operating segments from two geographical segments, previously Australia and USA, to two business unit segments, EasyDNA and geneType/Corporate as a result of integrating the EasyDNA acquisition in fiscal 2022. The Company changed its reporting structure to better reflect what the chief operating decision maker is reviewing to make organisational decisions and resource allocations. On 14 July 2022, a new business unit was created following the acquisition of AffinityDNA. The prior period presentation of segment information has been recast to conform with the current segment reporting structure.
The three reportable segments are:
| ● | EasyDNA: relates to EasyDNA branded test sales and expenses. |
| ● | AffinityDNA: relates to AffinityDNA branded test sales and expenses. |
| ● | geneType / Corporate: relates to geneType branded test sales and expense, including corporate charges. |
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Genetic Technologies Limited
Notes to the condensed consolidated financial statements
31 December 2022
| 2 | Segment information (continued) |
| b. | Business unit segments |
The segment information for the reportable segments is as follows:
Summary of reportable segments
| 31 December 2022 | EasyDNA | AffinityDNA | geneType/ Corporate | Total | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Segment revenue & other income | ||||||||||||||||
| Revenue from contracts with customers | 3,813,482 | 330,777 | 9,688 | 4,153,947 | ||||||||||||
| Other income | - | - | 823,922 | 823,922 | ||||||||||||
| Finance income | - | - | 79,747 | 79,747 | ||||||||||||
| Total segment revenue & other income | 3,813,482 | 330,777 | 913,357 | 5,057,616 | ||||||||||||
| Segment expenses | ||||||||||||||||
| Depreciation and amortisation | (15,211 | ) | (10,521 | ) | (304,455 | ) | (330,187 | ) | ||||||||
| Finance costs | (1,317 | ) | (1,432 | ) | (13,123 | ) | (15,872 | ) | ||||||||
| Raw materials and change in inventories | (1,965,338 | ) | (155,686 | ) | (26,661 | ) | (2,147,685 | ) | ||||||||
| Commissions | (97,918 | ) | (15,497 | ) | - | (113,415 | ) | |||||||||
| Employee benefits expenses | (777,593 | ) | (64,277 | ) | (2,267,194 | ) | (3,109,064 | ) | ||||||||
| Advertising and promotional expenses | (946,757 | ) | (13,572 | ) | (577,440 | ) | (1,537,769 | ) | ||||||||
| Professional fees | (1,710 | ) | - | (788,902 | ) | (790,612 | ) | |||||||||
| Research and development expenses | - | - | (558,306 | ) | (558,306 | ) | ||||||||||
| Impairment reversal/(expenses) | - | - | (280,725 | ) | (280,725 | ) | ||||||||||
| Other expenses | (462,753 | ) | (56,973 | ) | (1,262,566 | ) | (1,782,292 | ) | ||||||||
| Total segment expenses | (4,268,597 | ) | (317,958 | ) | (6,079,372 | ) | (10,665,927 | ) | ||||||||
| Income tax credit | - | - | 148,013 | 148,013 | ||||||||||||
| Profit/(Loss) for the period | (455,115 | ) | 12,819 | (5,018,002 | ) | (5,460,298 | ) | |||||||||
| 14 |
Genetic Technologies Limited
Notes to the condensed consolidated financial statements
31 December 2022
| 2 | Segment information (continued) |
| 31 December 2021 | EasyDNA | AffinityDNA | geneType/ Corporate | Total | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Segment revenue & other income | ||||||||||||||||
| Revenue from contracts with customers | 2,044,152 | - | 6,864 | 2,051,016 | ||||||||||||
| Other income | - | - | 1,403,956 | 1,403,956 | ||||||||||||
| Finance income | - | - | 15,040 | 15,040 | ||||||||||||
| Total segment revenue & other income | 2,044,152 | - | 1,425,860 | 3,470,012 | ||||||||||||
| Segment expenses | ||||||||||||||||
| Depreciation and amortisation | (5,637 | ) | - | (275,667 | ) | (281,304 | ) | |||||||||
| Finance costs | (723 | ) | - | (3,520 | ) | (4,243 | ) | |||||||||
| Raw materials and change in inventories | (1,106,624 | ) | - | (22,255 | ) | (1,128,879 | ) | |||||||||
| Commissions | (60,961 | ) | - | - | (60,961 | ) | ||||||||||
| Employee benefits expenses | (579,391 | ) | - | (2,395,871 | ) | (2,975,262 | ) | |||||||||
| Advertising and promotional expenses | (386,794 | ) | - | (453,879 | ) | (840,673 | ) | |||||||||
| Professional fees | (20,346 | ) | - | (710,073 | ) | (730,419 | ) | |||||||||
| Research and development expenses | - | - | (370,961 | ) | (370,961 | ) | ||||||||||
| Impairment reversal/(expenses) | - | - | 302 | 302 | ||||||||||||
| Other expenses | (254,775 | ) | - | (704,208 | ) | (958,983 | ) | |||||||||
| Total segment expenses | (2,415,251 | ) | - | (4,936,132 | ) | (7,351,383 | ) | |||||||||
| Income tax expenses | - | - | - | - | ||||||||||||
| Loss for the period | (371,099 | ) | - | (3,510,272 | ) | (3,881,371 | ) | |||||||||
3 Revenue
Summary of revenue
31 December 2022 | 31 December 2021 | |||||||
| $ | $ | |||||||
| Sales of EasyDNA branded tests - point in time | 3,813,482 | 2,044,152 | ||||||
| Sales of AffinityDNA branded tests - point in time | 330,777 | - | ||||||
| Sales of geneType branded tests - point in time | 9,688 | 6,864 | ||||||
| Revenue from contract with customers | 4,153,947 | 2,051,016 | ||||||
Revenue recognition
The Company operates facilities that provide genetic testing services and recognises revenue as follows:
| ● | Revenues from the provision of genetic and clinical risk testing for cancer and other serious diseases under the geneType brand are recognised at a point time when the Company has provided the customer with their test results, the single performance obligation. |
| ● | Revenue from provision of genetic test direct to consumer under the EasyDNA and AffinityDNA brand is recognised at a point in time when the Company has provided the customer with their test results, the single performance obligation. |
| 15 |
Genetic Technologies Limited
Notes to the condensed consolidated financial statements
31 December 2022
| a. | Unquoted securities - movement in performance rights, options and warrants |
unquoted performance shares, options or warrants were issued during the half-year ended 31 December 2022 (2021: ). A total of options lapsed during the period (2021: ).
Summary of employee share and options plan
| Performance Rights | Options and warrants | Total | Total | |||||||||||||
| Number | Number | Number | $ | |||||||||||||
| Balance at 1 July 2021 | 203,937,500 | 1,000,932,828 | 1,204,870,328 | 10,314,324 | ||||||||||||
| Issue of performance rights | 83,937,500 | - | 83,937,500 | - | ||||||||||||
| Share based payments expense | - | - | - | 227,208 | ||||||||||||
| Forfeited/lapsed performance rights | (15,000,000 | ) | - | (15,000,000 | ) | - | ||||||||||
| Performance rights exercised | (7,875,000 | ) | - | (7,875,000 | ) | - | ||||||||||
| Forfeited/lapsed options | - | (22,000,000 | ) | (22,000,000 | ) | - | ||||||||||
| At 31 December 2021 | 265,000,000 | 978,932,828 | 1,243,932,828 | 10,541,532 | ||||||||||||
| Performance Rights | Options and warrants | Total | Total | |||||||||||||
| Number | Number | Number | $ | |||||||||||||
| Balance at 1 July 2022 | 265,000,000 | 756,666,778 | 1,021,666,778 | 10,751,832 | ||||||||||||
| Share based payments expense | - | - | - | 333,829 | ||||||||||||
| Forfeited performance rights | (40,000,000 | ) | - | (40,000,000 | ) | (291,428 | ) | |||||||||
| Lapsed options | - | (479,500,000 | ) | (479,500,000 | ) | - | ||||||||||
| At 31 December 2022 | 225,000,000 | 277,166,778 | 502,166,778 | 10,794,233 | ||||||||||||
| b. | Other reserves |
Summary of other reserve
Share based payments | Foreign currency translation | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Balance at 1 July 2021 | 10,314,324 | 718,955 | 11,033,279 | |||||||||
| Currency translation differences | - | 7,078 | 7,078 | |||||||||
| Other comprehensive income for the period | - | 7,078 | 7,078 | |||||||||
| Share based payments expense | 227,208 | - | 227,208 | |||||||||
| Forfeited performance rights | - | |||||||||||
| At 31 December 2021 | 10,541,532 | 726,033 | 11,267,565 | |||||||||
Share based payments | Foreign currency translation | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Balance at 1 July 2022 | 10,751,832 | 746,819 | 11,498,651 | |||||||||
| Other reserve at beginning | 10,751,832 | 746,819 | 11,498,651 | |||||||||
| Currency translation differences | - | 15,497 | 15,497 | |||||||||
| Other comprehensive income for the period | - | 15,497 | 15,497 | |||||||||
| Share based payments expense | 333,829 | - | 333,829 | |||||||||
| Forfeited performance rights | (291,428 | ) | - | (291,428 | ) | |||||||
| At 31 December 2022 | 10,794,233 | 762,316 | 11,556,549 | |||||||||
| Other reserve at end | 10,794,233 | 762,316 | 11,556,549 | |||||||||
| 16 |
Genetic Technologies Limited
Notes to the condensed consolidated financial statements
31 December 2022
Summary of earnings per share and weighted average number of shares
| 31 December 2022 | 31 December 2021 | |||||||
| $ | $ | |||||||
| Basic earnings per share: | ||||||||
| Loss attributable to the ordinary equity holders of the Company used in calculating basic/diluted earnings per share: | ||||||||
| From continuing operations | (5,460,298 | ) | (3,881,371 | ) | ||||
| b. | Weighted average number of shares used as denominator |
| 31 December 2022 | 31 December 2022 | |||||||
| Number | Number | |||||||
| Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share * | 9,233,965,143 | 9,206,953,433 | ||||||
| Basic/diluted loss per share (cents per share) | (0.06 | ) | (0.04 | ) | ||||
| * | The calculation of diluted loss per share - potential ordinary shares are considered anti-dilutive, therefore diluted loss per share is equivalent to basic loss per share. |
6 Goodwill
The following table shows the movements in goodwill:
Summary of changes in goodwill
31 December 2022 | 30 June 2022 | |||||||
| $ | $ | |||||||
| Gross carrying amount | ||||||||
| Balance at beginning of period | 4,506,653 | - | ||||||
| Goodwill gross carrying amount, balance at beginning | 4,506,653 | - | ||||||
| Acquired through business combination | 972,374 | 4,506,653 | ||||||
| Balance at end of period | 5,479,027 | 4,506,653 | ||||||
| Goodwill gross carrying amount, balance at ending | 5,479,027 | 4,506,653 | ||||||
| Accumulated impairment | ||||||||
| Balance at beginning of period | - | - | ||||||
| Goodwill accumulated impairment at beginning | - | - | ||||||
| Impairment loss recognised | - | - | ||||||
| Balance at end of period | - | - | ||||||
| Goodwill accumulated impairment at ending | - | - | ||||||
| Carrying amount at the end of the period | 5,479,027 | 4,506,653 | ||||||
| 17 |
Genetic Technologies Limited
Notes to the condensed consolidated financial statements
31 December 2022
7 Business acquisition
On 14 July 2022, the Company completed the acquisition of AffinityDNA’s direct-to-consumer eCommerce business and distribution rights. The purchase consideration has two parts, $486,187 (£277,500) on the acquisition date (which has been paid) and a further $486,187 (£277,500) as contingent consideration. The second payment is payable on the achievement of certain financial targets.
The value identified in relation to the acquisition of the AffinityDNA is provisional while the Company gathers the information necessary to accurately value the intangible assets acquired via the transaction. This may impact the initial accounting for fair value of the acquired business. The fair value will be determined in conjunction with the finalisation of the full year financial results for the financial year ending 30 June 2023.
Details of net assets acquired and of goodwill are as follows:
Summary of business acquisition assets and goodwill acquired
| $ | ||||
| Fair value of consideration transferred | ||||
| Amount settled in cash | 486,187 | |||
| Contingent consideration | 486,187 | |||
| Total consideration | 972,374 | |||
| Recognised amounts of identifiable net assets* | - | |||
| Goodwill on acquisition | 972,374 | |||
| * | All assets and liabilities of AffinityDNA were either fully settled or remained with the previous owner, which resulted in nil balance recognised on acquisition date. |
Goodwill arises on the acquisition of a business combination. Goodwill is calculated as the excess sum of:
| ● | the consideration transferred; |
| ● | any non-controlling interest; and |
| ● | the acquisition date fair value of any previously held equity interest; over the acquisition date fair value of net identifiable assets acquired. |
Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
8 Related party transactions
| a. | Parent entities |
| i. | Ultimate parent |
Genetic Technologies Limited is the ultimate Australian parent Company. As at the date of this report, no shareholder controls more than 50% of the issued capital of the Company.
| b. | Transactions with other related parties |
During the half-year ended 31 December 2022, the only transactions between entities within the group and other related parties, are as listed below. Except where noted, all amounts were charged on similar to market terms and at commercial rates.
| i. | Mr Peter Rubinstein (Non-Executive Director and Chairman) |
During the financial year ended June 30, 2020, the board approved the payment of consulting services to Non-Executive Director and current Chairman, Mr Peter Rubinstein for his advice relating to capital raises, compliance, NASDAQ hearings and investor relations. The services procured were through Mr Peter Rubinstein’s associate entity ValueAdmin.com Pty Ltd and during the current reporting period amounted to $33,000 (2021: $33,000).
| 18 |
Genetic Technologies Limited
Notes to the condensed consolidated financial statements
31 December 2022
8 Related party transactions (continued)
| ii. | Mr Stanley Sack (former Chief Operating Officer) |
In the comparative period, the Company engaged Mr Stanley Sack to provide consulting services via his related entity Cobben Investments in the capacity of Chief Operating Officer. The total paid to Cobben Investments during this period was $78,750. During the current reporting period, no payments were made to Cobben Investments.
9 Events occurring after the reporting period
On 6 February 2023, the Company announced that it had entered into definitive agreements with several institutional investors for the purchase and sale in a registered direct offering of American Depositary Shares (“ADSs”) (or ADS equivalent in lieu thereof), each representing six hundred (600) ordinary shares of the Company, at a purchase price of $ per ADS. On 8 February 2023, GTG announced that the direct offering had closed and USD$5 million, before deducting the placement agent’s fees and other offering expenses, had been raised.
On 3 February 2023, GTG announced the launch of the first Comprehensive Risk Test for Breast & Ovarian Cancer. The test evaluates a woman’s risk of developing Breast and/or Ovarian Cancer either from a hereditary genetic mutation or from the far more common familial or sporadic cancer. In combination with other clinical risk factors, the test provides a comprehensive risk assessment in a simple saliva test.
On 1 February 2023, the Company announced the intention to form a strategic alliance with QIAGEN, a global leader in molecular testing with operations in 35 countries. The alliance will establish and develop a ‘Centre of Excellence’ facility in Australia initially servicing Australia and New Zealand with potential for expansion, showcasing the Life Science and Diagnostics expertise of both organizations throughout the region. The partnership will further enhance GTG’s reputation as a regional leader in precision medicine in predicative and consumer genomics, utilizing QIAGEN technologies. The relationship is expected to open a wide range of new commercial opportunities for GTG with enhanced automation capability and increased capacity supporting long-term revenue growth. Additionally, this initiative will unlock the Australian reimbursable market for various testing categories, including the geneType hereditary cancer test. This will make the geneType Breast, Ovarian and Colorectal cancer tests the most comprehensive offering in the market later in 2023.
Except for the above, no matter or circumstance has occurred subsequent to period end that has significantly affected, or may significantly affect, the operations of the group, the results of those operations or the state of affairs of the group or economic entity in subsequent financial periods.
| 19 |
Genetic Technologies Limited
Directors’ declaration
31 December 2022
In the Directors’ opinion:
| a. | the financial statements and notes set out on pages 9 to 19 are in accordance with the Corporations Act 2001, including: |
| i. | complying with AASB 134 Interim Financial Reporting, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and |
| ii. | giving a true and fair view of the consolidated entity’s financial position as at 31 December 2022 and of its performance for the half-year ended on that date, and |
| b. | there are reasonable grounds to believe that the Genetic Technologies Limited will be able to pay its debts as and when they become due and payable. |
This declaration is made in accordance with a resolution of Directors.
/s/ Peter Rubinstein
Mr Peter Rubinstein
Director
Melbourne
24 February 2023
| 20 |
| Grant Thornton Audit Pty Ltd | |
| Level 22 Tower 5 | |
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| 727 Collins Street | |
| Melbourne VIC 3008 | |
| GPO Box 4736 | |
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| T +61 3 8320 2222 |
lndependent Auditor’s Review Report
To the Members of Genetic Technologies Limited
Report on the half year financial report
Conclusion
We have reviewed the accompanying half year financial report of Genetic Technologies Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated condensed statement of financial position as at 31 December 2022, and the consolidated condensed statement of profit or loss and other comprehensive income, consolidated condensed statement of changes in equity and consolidated condensed statement of cash flows for the half year ended on that date, a description of accounting policies, other selected explanatory notes, and the directors’ declaration.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of Genetic Technologies Limited does not comply with the Corporations Act 2001 including:
| a | giving a true and fair view of the Group’s financial position as at 31 December 2022 and of its performance for the half year ended on that date; and |
| b | complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. |
Basis for Conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation.
| 21 |
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 and the Corporations Act 2001 and for such internal control as the Directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2022 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.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
/s/ Grant Thornton
Grant Thornton Audit Pty Ltd
Chartered Accountants
/s/ M A Cunningham
M A Cunningham
Partner – Audit & Assurance
Melbourne, 24 February 2023
Grant Thornton Audit Pty Ltd
| 22 |