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Anteris Technologies Global Corp. — Interim / Quarterly Report 2021
Aug 25, 2021
33869_rns_2021-08-25_62e7e947-fa5f-4fb9-ac1e-3efd5252fab5.pdf
Interim / Quarterly Report
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ASX ANNOUNCEMENT
26 August 2021
APPENDIX 4D AND HALF YEARLY FINANCIAL REPORT
Anteris Technologies Ltd (ASX: AVR) (Anteris or the Company) releases its Appendix 4D – Half Yearly Financial Report and commentary for the period ended 30 June 2021.
HIGHLIGHTS:
-
Significant progress delivered across its entire clinical development program, highlighting the superiority of its three core technologies – ADAPT[®] , DurAVR[®] and ComASUR™
-
Positive data generated from ADAPT[®] anti-calcification study demonstrating superior anticalcification attributes compared to competitor tissues
-
Milestone achievements in the ongoing development of AVR’s ComASUR™ catheter delivery system with working prototypes successfully deployed in multiple tests
-
No evidence of calcification in AVR’s Proof of Concept animal study on the viability of ADAPT[® ] treated conduits in the carotid artery
-
Anteris delivered total revenue of $3.1M and successfully raised $9M from sophisticated investors subsequent to the half
Operational overview
Anteris continued to materially progress its ADAPT[®] and TAVR development program which included the advancement of all ongoing clinical and pre-clinical studies. The Company also made major progress towards its planned US FDA submission and approval of the TAVR clinical study scheduled later this year.
Anteris delivered positive results from its anti-calcification study where its ADAPT[®] treated tissue demonstrated superior anti-calcification attributes compared to tissues used in competitor valves. Based on these results, the Company will initiate a further study comparing its ADAPT[®] tissue with both Medtronic’s AOA™ and Edwards Life Science’s Resilia[®] , which is expected to start later this year.
Anteris also significantly advanced the development of its ComASUR™ catheter delivery system with working prototypes successfully deployed in multiple tests. The delivery system allows for precise placement of the valve, a highly sought-after functionality which is currently unavailable in the market.
The Company’s Proof of Concept (POC) animal study which aimed to test the viability of ADAPT[®] treated conduits in the carotid artery also delivered positive outcomes, highlighting conduits treated with ADAPT[®] tissue technology demonstrated no evidence of calcification. This is a milestone achievement for the Company and a major step towards ADAPT[®] treated prosthetic conduits being utilised in CABG (coronary artery bypass graft) surgeries.
Anteris Technologies Ltd Registered Office:
T +61 1300 550 310 | F +61 1300 972 437 | E [email protected] | W anteristech.com
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Toowong Tower, Suite 302, Level 3, 9 Sherwood Rd, Toowong, Queensland, 4066 Customer Service
Brisbane ▪ Minneapolis ▪ Geneva ▪ Malaga
Anteris was also selected to present its unique 3D single-piece transcatheter heart valve DurAVR[® ] at the highly competitive TVT 2021 Structural Heart Summit, highlighting the Company’s innovative and pioneering achievements in the space, which is also widely acknowledged by the ongoing support of leaders in cardiology.
The impact of Covid-19 on Anteris has been minimal. The Company undertook mitigating actions early in the pandemic which has allowed manufacturing to continue to operate at normal levels. The Surgical Aortic Valve Replacement first-in-human trials in Belgium have slowed due to the local pandemic impacts but it is anticipated that these should be completed by the end of the year.
FINANCIAL PERFORMANCE
In line with the Company’s expectations, total revenue for the half was $3.1M, down 20% on the previous corresponding period due to prior period final sales of inventory related to the previous Infusion business.
Other income of $121K was recognised, down from $3.3M as reported for the six months ended 30 June 2020. The reduction from the prior period primarily relates to $2.2M in licence income from 4C Technologies, Inc. on transferring the sterilisation method for use with Anteris’ ADAPT[®] tissue, as well as the 2019 Australian government Research and Development Tax Incentive of $735K.
The closing cash position was $3.1M with net working capital having decreased by $3.2M compared with 31 December 2020.
Subsequent to the period, Anteris completed a successful placement raising $9M from sophisticated investors ensuring the Company remains in a strong financial position.
CASHFLOW:
The net cash outflow for the period was $1.2M, reflecting:
-
Net operating cash outflows of $7.2M, this is inclusive of an Australian government R&D tax incentive refund of $1.5M;
-
Net investing cash outflows of $585K, consisting of primarily a deferred settlement payment in relation to the Regen acquisition and payments for plant and equipment;
-
Net financing cash inflows of $6.6M comprising of $5M in new borrowings through convertible notes issued to Mercer Street Global Opportunity Fund, LLC and $3.8M, from share issues; partly offset by payment of debt and share capital issue transaction costs, the repayment of the $1.2M R&D short-term loan facility and payment of lease liabilities largely related to property.
IN SUMMARY:
“Anteris has made major progress this half with excellent results being generated in key studies, further validating the Company’s ambitious development program. Anteris has also progressed well towards its planned US FDA submission and approval of the TAVR clinical study scheduled later this year. Key Opinion Leader enthusiasm for our prosthetic aortic valve replacement solutions, further strengthens our position as a serious player in the TAVR market” said Wayne Paterson, CEO of Anteris.
ENDS
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About Anteris Technologies Ltd (ASX: AVR)
Anteris Technologies Ltd is a structural heart company delivering clinically superior and durable solutions through better science and better design. Its focus is on developing next generation technologies that help healthcare professionals create life-changing outcomes for patients.
The Anteris DurAVR™ aortic replacement valve addresses the acute need in terms of superior hemodynamic profile as well as chronic needs in its ability to sustain that profile longer over the lifetime of the patient.
The proven benefits of its ADAPT[®] tissue technology, paired with DurAVR™’s unique 3D singlepiece aortic valve design, has the potential to deliver a functional cure to aortic stenosis patients and provide a much-needed solution to the challenges facing heart surgeons today.
Authorisation and Additional information
This announcement was authorised by the Board of Directors.
For more information:
Hannah Howlett WE Communications E: [email protected] P: +61 4 5064 8064 www.anteristech.com Twitter: @AnterisTech Facebook: www.facebook.com/AnterisTech
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Appendix 4D
Name of entity
| Name of entity | |
|---|---|
| Anteris Technologies Ltd (AVR) | |
| ABN 35 088 221 078 |
Half year ended (“current period”) |
| 35 088 221 078 | 30 June 2021 |
RESULTS FOR ANNOUNCEMENT TO THE MARKET
| 6 months to | 6 months to | |||
|---|---|---|---|---|
| 30 June | 30 June | |||
| 2021 | 2020 | Change | Change | |
| $’000 | $’000 | $,000 | % | |
| Revenues from ordinary activities | 3,174 | 3,950 | (776) | (20%) |
| Loss from ordinary activities after tax | (10,358) | (5,970) | (4,388) | (74%) |
| Loss for the period attributable to members | (10,358) | (5,970) | (4,388) | (74%) |
| Dividends | Amount per security | Franked amount per security |
| Interim dividend proposed Previous corresponding period |
NIL ¢ NIL¢ |
NIL ¢ NIL¢ |
| 30 June 2021 | 30 June 2020 | |
| Net Tangible Assets per share* | (75.7) cents | 131.7 cents |
Refer to the Directors’ report for a review of operations.
- Net Tangible Assets per share is calculated as net assets (including Right-of-Use assets) less patents and intellectual property assets.
Independent Auditor’s Review Report
The consolidated interim financial statements on which this report is based have been reviewed by HLB Mann Judd Chartered Accountants. The Independent Auditor’s Review Report is not modified but includes an Emphasis of Matter that a material uncertainty exists that may cast doubt on the entity’s ability to continue as a going concern.
The condensed consolidated interim financial report does not include all the information required for a complete set of annual financial statements and should be read in conjunction with the financial statements for the year ended 31 December 2020.
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ANTERIS TECHNOLOGIES LTD ABN 35 088 221 078
INTERIM FINANCIAL REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021
ANTERIS TECHNOLOGIES LTD
ABN 35 088 221 078
REGISTERED OFFICE: Level 3, 9 Sherwood Road Toowong, Queensland, 4066
CONTENTS
| Directors’ Report Auditor’s Independence Declaration Condensed Consolidated Statement of Profit or Loss Condensed Consolidated Statement of Other Comprehensive Income Condensed Consolidated Statement of Financial Position Condensed Consolidated Statement of Changes in Equity Condensed Consolidated Statement of Cash Flows Notes to the Condensed Consolidated Interim Financial Statements Directors’ Declaration Independent Auditor’s Review Report |
1 4 6 7 8 9 10 11 25 26 |
|---|---|
DIRECTORS’ REPORT
DIRECTORS
The Directors of the Company in office during the whole of the half-year and until the date of this report are as follows:
-
John Seaberg
-
Wayne Paterson
-
Stephen Denaro
-
Dr Wenyi Gu
PRINCIPAL ACTIVITIES
-
During the period, the principal activities of the Group consisted of:
-
The manufacturing and sale of proprietary ADAPT® regenerative tissue products globally; and
-
Continued research and development of regenerative medicine.
OPERATING RESULT
The operating result for the period:
| Loss before Income Tax Income Tax (Expense)/Benefit Loss for the Period |
CONSOLIDATED 30 JUNE 30 JUNE 2021 2020 $ $ |
|---|---|
| (10,358,138) (5,970,032) |
|
| - - |
|
| (10,358,138) (5,970,032) |
DIVIDENDS
No dividend was paid during the period and the Board has not recommended the payment of a dividend.
OPERATING AND FINANCIAL REVIEW
Group Overview
Anteris Technologies Ltd is a structural heart company focused on delivering clinically superior solutions that help healthcare professionals create life-changing outcomes for patients. The Company is focused on investing in and developing next-generation technologies with world class partners and acquiring strategic assets to grow product and service offerings. Its primary target is the multibillion-dollar transcatheter aortic valve replacement (TAVR) market where there is an immediate need for devices that last longer and work better, particularly in younger more active patients. Anteris is working towards the commercialisation of its uniquely superior DurAVR™ aortic valve for the treatment of aortic stenosis. Based on the Company’s proprietary ADAPT® tissue platform (the only bioscaffold to demonstrate zero calcification after 10 years use in cardiac surgery) coupled with its unique valve design, the Anteris DurAVR™ valve potentially solves the problems associated with current aortic valve replacement options; namely, valve degradation due to calcification and lack of long term durability. The combination of Anteris’ three core technologies (the ADAPT® tissue platform, the DurAVR™ aortic valve and ComASUR™ catheter delivery system) promises a functional cure for aortic stenosis; a game-changer for surgeons and patients in an estimated $US10 billion market by 2025.
Review of Operations
• Progress of ADAPT® and the TAVR development program
During the half-year, Anteris made major progress towards its planned US FDA submission and approval of the TAVR clinical study scheduled later this year. Continued success in its clinical and pre-clinical studies, as well as growing Key Opinion Leader enthusiasm for its prosthetic aortic valve replacement solutions, underpins the Company’s ambitious development program.
Anteris reported positive results from its anti-calcification study where its ADAPT® treated tissue showed superior anticalcification attributes compared with tissues used in competitor valves. Based on these results, the Company plans a further study comparing the ADAPT® tissue with both Medtronic’s AOA™ and Edwards Life Science’s Resilia®. Resilia® is Edwards’ next generation tissue treatment for its valves. The consequent head-to-head study is expected to start later this year.
1
DIRECTORS’ REPORT (continued)
OPERATING AND FINANCIAL REVIEW (continued)
Review of Operations (continued)
In the first half of the year, Anteris saw significant progress of its ComASUR™ catheter delivery system with working prototypes successfully deployed in multiple tests. Largely designed in consultation with Anteris’ world-class medical advisory board of leading cardiologists, the TAVR delivery system allows for precise placement. The engineering team developed a commissural alignment technology which allows the frame to rotate in-situ to align with the native commissures. This will be highly desired by doctors worldwide - bringing multiple features not available in the market.
Anteris’ position as a serious player in the TAVR market was further cemented with the successful in vivo demonstration of its ComASUR™ Transfemoral Delivery System.
In June 2021, Anteris reported on its Proof of Concept (POC) animal study, testing the viability of ADAPT® treated conduits in the carotid artery. The conduits treated with Anteris’ ADAPT® tissue technology showed no evidence of calcification. It was a major step towards ADAPT® treated prosthetic conduits for use in CABG (coronary artery bypass graft) surgeries. Anteris plans to start a larger animal study in Australia during 2021, implanting the conduit into the CABG position.
We note the impacts of Covid-19 on Anteris have not been significant at this point. The Company undertook mitigating actions early in the pandemic which has allowed manufacturing to continue to operate at normal levels. The Surgical Aortic Valve Replacement first-in-human trials in Belgium have slowed due to the local pandemic impacts but it is anticipated that these should be completed by the end of the year. The Company will continue to closely monitor this and manage these risks appropriately.
• Profit and loss review
Revenue from ordinary activities for the six months ended 30 June 2021 was $3,173,787 (six months ended 30 June 2020: $3,949,633). The reduction reflects the prior period final sales of inventory related to the previous Infusion business.
Other income of $120,934 was recognised (six months ended 30 June 2020: $3,264,177). The reduction from the prior period primarily relates to $2,157,627 in licence income from 4C Technologies, Inc. on transferring the sterilisation method for use with Anteris’ ADAPT® tissue, as well as the 2019 Australian government Research and Development Tax Incentive.
Selling, general and administrative expenses were $11,759,202 for the 6 months to 30 June 2021, a reduction from the prior corresponding period of $11,886,068. Despite a higher research and development expenditure in the current period, it was offset by lower corporate cost including travel and conference costs and consultants.
The Group loss after providing for income tax for the half year ended 30 June 2021 was $10,358,138 compared with the previous corresponding half year loss to 30 June 2020 of $5,970,032.
Financial Position
The closing cash position was $3,145,835, down from $4,354,355 at 31 December 2020. Net working capital (current assets less current liabilities) decreased by $3,232,763 compared with 31 December 2020.
As detailed in the Events Occurring After The Reporting Period, Anteris announced the placement of 1.125 million new ordinary shares to sophisticated investors raising $9 million in gross proceeds.
Cash Flow
The net cash outflow during the half was $1,213,325, reflecting:
-
Net operating cash outflows of $7,205,306 inclusive of an Australian government R&D tax incentive refund of $1,492,517;
-
Net investing cash outflows of $585,141, primarily comprising a deferred settlement payment in relation to the Admedus Regen Pty Ltd acquisition and payments for plant and equipment; and
-
Net financing cash inflows of $6,577,122 comprising $5,000,000 in new borrowings through convertible notes issued to Mercer Street Global Opportunity Fund, LLC and $3,881,701 from share issues; partly offset by payment of debt and share capital issue transaction costs, the repayment of the $1,220,000 Research & Development short-term loan facility and payment of lease liabilities primarily related to property.
EVENTS OCCURRING AFTER THE REPORTING PERIOD
On 2 August 2021 Anteris announced the placement of 1.125 million new ordinary shares to sophisticated investors at $8.00 per share raising a total $9 million. The proceeds of the placement will be used for working capital predominantly related to the development of DurAVR[TM] , the Company’s 3D single-piece aortic valve for the treatment of Aortic Stenosis.
Additionally, the investors will receive three unlisted 4-year Options for every five new shares issued (totalling 675,000 Options), with an exercise price of $10.00. These Options are subject to shareholder approval. If shareholder approval is not provided, investors will instead receive a cash payment of $1.25 per Option.
Total fees payable to brokers and agents for facilitating the capital raising is 7% of the gross proceeds raised in the placement. Subject to shareholder approval Anteris has agreed to issue the Lead Manager, Evolution Capital Advisors Pty Ltd 500,000 Options on the same terms as the investors.
There has not arisen in the interval between the end of the financial period and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of the group, the results of those operations, or the state of affairs of the Group, in future financial periods.
2
DIRECTORS’ REPORT (continued)
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is attached.
This report is made in accordance with a resolution of the Directors.
John Seaberg Chairman
Dated 26 August 2021
3
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AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the review of the consolidated financial report of Anteris Technologies Limited for the half-year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of:
-
a) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
-
b) any applicable code of professional conduct in relation to the review.
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Perth, Western Australia 26 August 2021
B G McVeigh Partner
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4
CONTENTS
| CONTENTS | CONTENTS | |
|---|---|---|
| Condensed Consolidated Statement of Profit or loss | 6 | |
| Condensed Consolidated Statement of Other Comprehensive Income | 7 | |
| Condensed Consolidated Statement of Financial Position | 8 | |
| Condensed Consolidated Statement of Changes in Equity | 9 | |
| Condensed Consolidated Statement of Cash Flows | 10 | |
| Notes to the Condensed Consolidated Interim Financial Statements | ||
| 1. | Reporting Entity | 11 |
| 2. | Statement of Compliance | 11 |
| 3. | Significant Accounting Policies | 11 |
| 4. | Estimates and Judgements | 11 |
| 5. | Going Concern | 12 |
| 6. | Segment Reporting | 12 |
| 7. | Revenue and Other Income | 15 |
| 8. | Expenses | 16 |
| 9. | Income Tax | 17 |
| 10. | Property, Plant and Equipment | 17 |
| 11. | Right-of-use Assets | 18 |
| 12. | Intangible Assets | 18 |
| 13. | Lease Liabilities | 19 |
| 14. | Other financial liabilities | 19 |
| 15. | Borrowings | 20 |
| 16. | Financial Instruments | 21 |
| 17. | Share Based Payments | 21 |
| 18. | Contingent Liabilities | 22 |
| 19. | Contributed Equity | 22 |
| 20. | Equity - Reserves | 23 |
| 21. | Related Party Transactions | 23 |
| 22. | Events Occurring After the Reporting Period | 24 |
| Directors’ Declaration | 25 |
|---|---|
| Independent Auditor’s Review Report | 26 |
5
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE HALF YEAR ENDED 30 JUNE 2021
| Note | CONSOLIDATED 30 JUNE 30 JUNE 2021 $ 2020 $ |
|---|---|
| Revenue from continuing operations 7 Other income 7 Changes in inventory Raw materials and consumables used Employee benefits 8 Consultancy and legal fees Travel and conference expenses Research and development costs Share-based payments 8, 17 Depreciation and amortisation expense 8 Financing costs 8 Fair value movement of derivatives Marketing and promotional expenses Foreign exchange gain Infrastructure Insurance IT and telecommunications Other expenses Loss before income tax from continuing operations Income tax (expense)/benefit 9 Loss after income tax for the period Total loss is attributable to: Equity holders of Anteris Technologies Ltd Loss per share from continuing operations attributable to ordinary equity holders of the Company (cents per share) Basic and diluted loss per share |
3,173,787 3,949,633 120,934 3,264,177 42,663 (559,260) (660,709) (956,608) (6,324,134) (6,222,400) (894,203) (1,456,712) (7,253) (173,905) (3,033,072) (2,129,160) (113,044) (208,690) (642,744) (609,507) (691,501) (307,828) (130,303) 57,155 (284,119) (364,935) 188,937 1,078,274 (200,416) (394,933) (352,559) (345,679) (276,392) (233,820) (274,010) (355,834) |
| (10,358,138) (5,970,032) |
|
| - - |
|
| (10,358,138) (5,970,032) |
|
| (10,358,138) (5,970,032) Cents Cents (157.6) (101.0) |
The above Condensed Consolidated Statement of Profit or Loss should be read in conjunction with the accompanying notes.
6
CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
FOR THE HALF YEAR ENDED 30 JUNE 2021
| Note | CONSOLIDATED 30 JUNE 30 JUNE 2021 $ 2020 $ |
|---|---|
| Loss for the period Items that may be subsequently reclassified to profit or loss: Exchange differences on translation of foreign operations Other comprehensive income for the period, net of tax Total comprehensive loss Total comprehensive loss is attributable to: Equity holders of Anteris Technologies Ltd |
(10,358,138) (5,970,032) (143,325) (434,265) |
| (143,325) (434,265) |
|
| (10,501,463) (6,404,297) |
|
| (10,501,463) (6,404,297) |
The above Condensed Consolidated Statement of Other Comprehensive Income should be read in conjunction with the accompanying notes.
7
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021
| Note | CONSOLIDATED 30 JUNE 31 DECEMBER 2021 $ 2020 $ |
|---|---|
| ASSETS Current Assets Cash and cash equivalents Trade receivables and other financial assets Inventories Other assets 6(iii) Total Current Assets Non-Current Assets Other receivables Property, plant & equipment 10 Right-of-use assets 11 Intangible assets 12 Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Provisions Lease liabilities 13 Other financial liabilities 14 Deferred consideration Borrowings 15 Total Current Liabilities Non-Current Liabilities Lease liabilities 13 Other financial liabilities 14 Provisions Borrowings 15 Total Non-Current Liabilities TOTAL LIABILITIES NET (LIABILITIES)/ASSETS EQUITY Contributed equity 19 Reserves 20 Accumulated losses TOTAL (DEFICIENCY)/EQUITY |
3,145,835 4,354,355 1,728,718 1,584,971 736,127 693,464 - 1,460,000 |
| 5,610,680 8,092,790 |
|
| 770,665 711,144 1,342,154 1,372,318 1,055,254 1,058,727 1,274,974 1,416,323 |
|
| 4,443,047 4,558,512 |
|
| 10,053,727 12,651,302 |
|
| 4,623,101 4,013,069 577,415 472,601 581,385 399,940 139,707 - - 400,000 2,668,469 2,553,814 |
|
| 8,590,077 7,839,424 |
|
| 679,111 829,201 1,315,482 937,609 558,053 637,854 2,884,730 - |
|
| 5,437,376 2,404,664 |
|
| 14,027,453 10,244,088 |
|
| (3,973,726) 2,407,214 |
|
| 142,390,352 138,740,016 (1,233,360) (1,560,222) (145,130,718) (134,772,580) |
|
| (3,973,726) 2,407,214 |
The above Condensed Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
8
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE HALF YEAR ENDED 30 JUNE 2021
| FOR THE HALF YEAR ENDED 30 JUNE 2021 | |
|---|---|
| Share Capital Share-based payments reserve Other Reserves Foreign currency translation reserve Accumulated Losses Total (Deficiency) / Equity $ $ $ $ $ $ |
|
| Balance as at 1 January 2020 Loss for the period Exchange translation differences Total comprehensive loss Transactions with owners in their capacity as owners Share-based payments Balance as at 30 June 2020 Balance as at 1 January 2021 Loss for the period Exchange translation differences Total comprehensive loss Transactions with owners in their capacity as owners Shares issued during the period Capital raising costs Options issued during the period Share-based payments Balance as at 30 June 2021 |
137,757,528 5,337,164 (7,243,027) (818,561) (119,498,046) 15,535,058 - - - - (5,970,032) (5,970,032) - - - (434,265) - (434,265) |
| - - - (434,265) (5,970,032) (6,404,297) - 208,690 - - - 208,690 |
|
| 137,757,528 5,545,854 (7,243,027) (1,252,826) (125,468,078) 9,339,451 |
|
| 138,740,016 5,757,371 (7,243,027) (74,566) (134,772,580) 2,407,214 |
|
| - - - - (10,358,138) (10,358,138) - - - (143,325) - (143,325) |
|
| - - - (143,325) (10,358,138) (10,501,463) 4,053,201 - - - - 4,053,201 (402,865) - - - - (402,865) - - 357,143 - - 357,143 - 113,044 - - - 113,044 |
|
| 142,390,352 5,870,415 (6,885,884) (217,891) (145,130,718) (3,973,726) |
The above Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
9
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE HALF YEAR ENDED 30 JUNE 2021
| Note | CONSOLIDATED 30 JUNE 30 JUNE 2021 $ 2020 $ |
|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers R&D tax incentive refund Gain on derivatives Government grants Interest paid Interest received NET CASH OUTFLOW FROM OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Payments for property, plant & equipment Payments to acquire investments Proceeds from maturity of term deposits Proceeds from sale of property, plant and equipment NET CASH (OUTFLOW)/INFLOW FROM INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from share or options issues Share issue transaction costs Proceeds from convertible notes Repayment of borrowings Borrowings and convertible note transaction costs Payment of lease liabilities NET CASH INFLOW/(OUTFLOW) FROM FINANCING ACTIVITIES NET DECREASE IN CASH HELD CASH AT BEGINNING OF THE PERIOD Effect of Exchange rate fluctuations on cash held CASH AT END OF THE PERIOD |
3,563,236 3,779,908 (12,112,760) (13,913,020) 1,492,517 734,899 - 154,495 - 50,000 (149,254) (111,996) 955 95,039 |
| (7,205,306) (9,210,675) |
|
| (193,014) (240,715) (400,000) (400,000) - 7,508,636 7,873 390 |
|
| (585,141) 6,868,311 |
|
| 3,881,701 - (323,521) - 5,000,000 - (1,220,000) - (518,738) - (242,320) (174,382) |
|
| 6,577,122 (174,382) |
|
| (1,213,325) (2,516,746) |
|
| 4,354,355 8,968,389 |
|
| 4,805 444,008 |
|
| 3,145,835 6,895,651 |
The above half year Condensed Consolidated Statement of Cash Flow should be read in conjunction with the accompanying notes.
10
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30 JUNE 2021
1. REPORTING ENTITY
Anteris Technologies Ltd (the “Company”) is a company domiciled in Australia. The consolidated interim financial statements as at and for the half year ended 30 June 2021 comprise the Company and its controlled entities (the “Group”). For the purpose of preparing the interim financial statements, the Company is a for-profit entity.
The consolidated financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of derivatives which have been measured at fair value through profit or loss.
The consolidated financial statements of the Group as at and for the year ended 31 December 2020 are available upon request from the Company’s registered office at Level 3, 9 Sherwood Rd Toowong Qld 4066 or at www.anteristech.com.
2. STATEMENT OF COMPLIANCE
The condensed consolidated interim financial report for the half-year reporting period ended 30 June 2021 has been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001 . The condensed consolidated interim financial report does not include all the information required for a complete set of annual financial statements and should be read in conjunction with the financial statements for the year ended 31 December 2020 and any public announcements made by the Company during the half-year period in accordance with the continuous disclosure requirements of the Corporations Act 2001 .
The consolidated interim financial statements were approved by the Board of Directors on the date of signing the Directors’ Declaration.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies adopted in the preparation of the consolidated interim financial statements are consistent with those adopted and disclosed in the Group’s financial statements for the year ended 31 December 2020 plus the below noted policy. These accounting policies are consistent with Australian Accounting Standards and International Financial Reporting Standards.
Convertible notes with embedded derivatives
Convertible notes issued during the period can be converted to ordinary shares at the option of the holder.
For convertible notes with embedded derivative liabilities, the embedded derivative liability is initially measured at fair value at the date the contract is entered into and deducted from the value of the host financial liability. Subsequent to initial recognition, the derivative liability is remeasured to fair value at the end of each reporting period with the change in fair value recognised in the profit or loss.
The host financial liability is measured at amortised cost (net of transaction costs) using the effective interest method until it is extinguished on conversion or redemption. Interest related to the financial liability is recognised in profit or loss.
Standards and Interpretations in issue not yet adopted
The Directors have reviewed all Standards and Interpretations in issue not yet adopted for the period ended 30 June 2021. As a result of this review, the Directors have determined that there is no material impact of the Standards and Interpretations on issue not yet adopted by the Company on the entity’s financial statements in the period of initial application, and therefore, no change is necessary to Group accounting policies.
4. ESTIMATES AND JUDGEMENTS
In preparing these consolidated interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements of the Group as at and for the year ended 31 December 2020. In addition, the Company issued convertible notes during the period which contain embedded derivatives. The measurement of the fair value of embedded derivatives is based on market observable data as far as possible.
11
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30 JUNE 2021
5. GOING CONCERN
The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and realisation of assets and discharges of liabilities in the ordinary course of business.
As disclosed in the financial statements, the Group incurred a net loss of $10,358,138 and had net cash outflows from operating activities of $7,205,306 for the six-month period ended 30 June 2021. As at that date, the Group had a cash balance of $3,145,835. The net working capital deficiency at 30 June 2021 was $2,979,397.
The Directors believe that it is reasonably foreseeable that the Group will continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report after consideration of the following factors:
-
Subsequent to the balance sheet date Anteris announced the placement of 1.125 million new ordinary shares to sophisticated investors at $8.00 per share raising a total $9 million.
-
Anteris has a put option facility with Mercer Street Global Opportunity Fund, LLC which allows the Company to request funding, subject to certain conditions, of up to $16,500,000 (less taxes and transaction costs) in exchange for which Anteris will issue Shares to Mercer. At 30 June 2021, $15,950,000 of this facility is available.
-
The Company retains the manufacturing rights of ADAPT®’s CardioCel® and VascuCel® products for up to three years from October 2019.
-
Continued product innovation led by the TAVR programme and other large market opportunities that are at varying stages of design development, regulatory clearance and user evaluation.
-
New possible partnerships and alliances for TAVR products.
-
Monitoring, containing and if required deferring operational costs, including R&D costs and capital expenditures.
-
The Company has an established track record of successfully raising new capital and debt facilities.
Notwithstanding the above factors, should the options above not be subsequently available to the Company, there are material uncertainties as to whether the Company and the Group will be able to continue as a going concern and therefore, whether they will realise their assets and extinguish their liabilities in the normal course of business and at the amounts stated in the financial report.
The financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company and Group not continue as a going concern.
6. SEGMENT REPORTING
(a) Description of segments
Segment information is presented using a management approach, i.e. segment information is provided on the same basis as information as used for internal reporting purposes by the chief operating decision maker (“CODM”, being the CEO that makes key strategic decisions). The CODM is responsible for the allocation of resources to operating segments and assessing their performance. Management has determined that the activities of the business, as reviewed by the CODM, fall into two segments:
-
Operations - Bio implant ADAPT® operations; inclusive of manufacturing and sales; and
-
Projects – Transcatheter Aortic Valve Replacement (TAVR) using ADAPT® 3D technology (project includes research and development activities, regulatory and medical review, legal considerations and marketing); other development projects across the Group.
2020 balance sheet comparatives have been restated on a like-for-like basis to 2021 to reflect the current year allocations of corporate assets and liabilities. Key corporate assets and liabilities not allocated to the segments include prepayments, right-of-use assets, and corporate related working capital items.
12
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30 JUNE 2021
6. SEGMENT REPORTING (CONTINUED)
Segment information
| Operations | Operations | Projects | Total | ||||
|---|---|---|---|---|---|---|---|
| 30 JUNE | 30 JUNE | 30 JUNE | 30 JUNE | 30 JUNE | 30 JUNE | ||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||
| $ | $ | $ | $ | $ | $ | ||
| Total segment revenue1, 2 | 3,173,787 | 3,092,036 | - | 857,597 | 3,173,787 | 3,949,633 | |
| Segment profit/(loss) | 155,075 | 1,104,309 | (7,694,300) | (6,302,904) | (7,539,225) | (5,198,595) | |
| Depreciation & amortisation |
327,278 | 354,484 | 271,846 | 219,304 | 599,124 | 573,788 | |
| Operations | Projects | Total | |||||
| 30 JUNE | 31 DECEMBER | 30 JUNE | 31 |
DECEMBER | 30 JUNE 31 |
DECEMBER | |
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||
| $ | $ | $ | $ | $ | $ | ||
| Segment assets | 3,739,061 | 4,170,976 | 2,265,882 | 2,024,340 | 6,004,943 | 6,195,316 | |
| Segment liabilities | (2,330,349) | (2,520,980) | (3,072,614) | (2,361,718) | (5,402,963) | (4,882,698) |
1 Operations segment revenue was earned in the following regions, Australia $2,656,601, North America $517,186 (2020: Australia $2,866,337, North America $225,699).
2 All of the Projects revenue relates to the Infusion business in Australia.
(b) Other segment information
(i) Segment result
The reconciliation of segment information to loss before income tax is as follows:
| CONSOLIDATED 30 JUNE 30 JUNE 2021 $ 2020 $ |
|
|---|---|
| Segment loss Unallocated: Research & development tax refund Gain on derivatives Foreign exchange gains Financing income/costs and fair value movement of warrant Corporate and administration expenses Loss before income tax from continuing operations |
(7,539,225) (5,198,595) 72,517 734,899 - 154,495 188,937 1,078,274 (712,173) (88,341) (2,368,194) (2,650,764) |
| (10,358,138) (5,970,032) |
Sales between segments are carried out at arm’s length and are eliminated on consolidation.
13
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30 JUNE 2021
6. SEGMENT REPORTING (CONTINUED)
(ii) Depreciation and amortisation
| ii) Depreciation and amortisation |
|
|---|---|
| CONSOLIDATED 30 JUNE 30 JUNE 2021 $ 2020 $ |
|
| Segment depreciation and amortisation Unallocated: Depreciation related to corporate and administration Total depreciation and amortization per statement of profit or loss |
599,124 573,788 43,620 35,719 |
| 642,744 609,507 |
(iii) Segment assets and liabilities
Segment assets and liabilities are those that are directly attributable to a segment and the relevant portion that can be allocated to the segment on a reasonable basis. Segment assets include all assets used by the segment and consist primarily of trade and other receivables, property, plant and equipment and intangible assets. Segment liabilities consist primarily of trade and other creditors and provisions.
Reportable segment assets are reconciled to total assets as follows:
| CONSOLIDATED 30 JUNE 31 DECEMBER 2021 $ 2020 $ |
|
|---|---|
| Segment assets Intersegment eliminations Unallocated: Cash and cash equivalents Other corporate assets1 Total assets per the statement of financial position |
6,004,943 6,195,316 - - 3,145,835 4,354,355 902,949 2,101,631 |
| 10,053,727 12,651,302 |
1 Prior year Other corporate assets include a research & development receivable from the Australian Tax Office of $1,420,000 and prepaid equity transaction costs of $40,000. Research & development costs related to the Australian Tax Office refund have been allocated to the Projects segment.
Reportable segment liabilities are reconciled to total liabilities as follows:
CONSOLIDATED
| CONSOLIDATED | |
|---|---|
| 30 JUNE 31 DECEMBER 2021 $ 2020 $ |
|
| Segment liabilities Intersegment eliminations Unallocated: Borrowings Other financial liabilities Other corporate liabilities Total liabilities per the statement of financial position |
5,402,963 4,882,698 - - 5,553,199 2,553,814 1,455,189 937,609 1,616,102 1,869,967 |
| 14,027,453 10,244,088 |
14
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30 JUNE 2021
7. REVENUE AND OTHER INCOME
| . REVENUE AND OTHER INCOME |
|
|---|---|
| CONSOLIDATED 30 JUNE 30 JUNE 2021 $ 2020 $ |
|
| Revenue from continuing operations Sale of goods At a point in time Other income Licence income1 Government grants2 Income from derivatives Interest income Sundry income Total other income |
3,173,787 3,949,633 |
| - 2,157,627 72,517 784,899 - 154,495 42,072 137,460 6,345 29,696 |
|
| 120,934 3,264,177 |
1 The prior period licence income relates to contractual obligations from 4C Medical Technologies, Inc. including USD1.0 million associated with the validation of the transfer of the sterilisation method for use with Anteris’ ADAPT® tissue and USD 440,000 for contractual progress payments previously received. The sterilisation method has been provided to 4C under license.
2 Government grants consist of Research and Development Tax Incentive $72,517 (2020: $734,899) and Covid-19 incentives $Nil (2020: $50,000).
15
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30 JUNE 2021
8. EXPENSES
| . EXPENSES |
|
|---|---|
| CONSOLIDATED 30 JUNE 30 JUNE 2021 $ 2020 $ |
|
| Depreciation and amortisation Depreciation of Property, Plant and Equipment Depreciation of Right-of-use Assets Amortisation Employment benefits Remuneration and on-costs Superannuation expense Other employee expenses Share based payments Finance costs Interest and finance charges paid/payable Interest expense on lease liabilities Amortisation of loan transactions costs Unwind discount on liabilities Other Operating lease rental expense |
225,326 248,116 276,069 219,950 141,349 141,441 |
| 642,744 609,507 |
|
| 5,902,047 5,900,383 238,145 223,325 183,942 98,692 |
|
| 6,324,134 6,222,400 |
|
| 113,044 208,690 |
|
| 205,214 127,773 88,502 108,156 238,835 62,074 158,950 9,825 |
|
| 691,501 307,828 |
|
| 13,874 73,301 |
16
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30 JUNE 2021
9. INCOME TAX
| OR THE HALF YEAR ENDED 30 JUNE 2021 . INCOME TAX |
|
|---|---|
| CONSOLIDATED 30 JUNE 30 JUNE 2021 $ 2020 $ |
|
| (a) Numerical reconciliation of income tax benefit to prima facie tax payable Loss from continuing operations before income tax expense Tax expense/(benefit) at the Australian tax rate of 25.0% (30 June 2020: 26.0%) Tax effect of amounts that are not deductible/(taxable) in calculating taxable income: Share based payments Sundry items – net (non-assessable)/non-deductible Subtotal Adjustment for difference in foreign tax rates Total tax expense/(benefit) Deferred tax – current period benefits not recognised Deferred tax – reversal of prior period temporary differences Income tax expense/(benefit) |
(10,358,138) (5,970,032) |
| (2,589,535) (1,552,208) |
|
| 28,261 54,259 294,091 158,249 |
|
| (2,267,183) (1,339,700) 202,773 148,756 (2,064,410) (1,190,944) |
|
| 2,064,410 1,190,944 - - |
|
| - - |
10. PROPERTY, PLANT AND EQUIPMENT
| 0. PROPERTY, PLANT AND EQUIPMENT |
|
|---|---|
| CONSOLIDATED Plant and equipment $ Software $ Total $ |
|
| At 31 December 2020 Cost Accumulated depreciation Net book amount Half-year ended 30 June 2021 Opening net book amount Additions Depreciation charge Exchange rate differences Closing net book amount At 30 June 2021 Cost Accumulated depreciation Net book amount |
4,871,512 93,440 4,964,952 (3,499,194) (93,440) (3,592,634) |
| 1,372,318 - 1,372,318 |
|
| 1,372,318 - 1,372,318 193,014 - 193,014 (225,326) - (225,326) 2,148 - 2,148 |
|
| 1,342,154 - 1,342,154 |
|
| 5,068,488 93,440 5,161,928 (3,726,334) (93,440) (3,819,774) |
|
| 1,342,154 - 1,342,154 |
17
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30 JUNE 2021
11. RIGHT OF USE ASSETS
| 1. RIGHT OF USE ASSETS |
|
|---|---|
| CONSOLIDATED Property $ IT equipment $ Motor vehicles $ Total $ |
|
| At 31 December 2020 Cost Accumulated depreciation Net book amount Half-year ended 30 June 2021 Opening net book amount Additions Depreciation charge Exchange rate differences Closing net book amount At 30 June 2021 Cost Accumulated depreciation Net book amount |
1,640,484 119,336 68,520 1,828,340 (685,323) (65,257) (19,033) (769,613) |
| 955,161 54,079 49,487 1,058,727 |
|
| 955,161 54,079 49,487 1,058,727 241,937 25,232 - 267,169 (244,476) (20,173) (11,420) (276,069) 5,444 (17) - 5,427 |
|
| 958,066 59,121 38,067 1,055,254 |
|
| 1,893,211 137,962 68,520 2,099,693 (935,145) (78,841) (30,453) (1,044,439) |
|
| 958,066 59,121 38,067 1,055,254 |
12. INTANGIBLE ASSETS
| 12. INTANGIBLE ASSETS |
|
|---|---|
| CONSOLIDATED Patents Intellectual property Total $ $ $ |
|
| At 31 December 2020 Cost Accumulated amortisation Net book amount Half-year ended 30 June 2021 Opening net book amount Amortisation Closing net book amount At 30 June 2021 Cost Accumulated amortisation Net book amount |
671,817 3,500,000 4,171,817 (410,366) (2,345,128) (2,755,494) |
| 261,451 1,154,872 1,416,323 |
|
| 261,451 1,154,872 1,416,323 (16,657) (124,692) (141,349) |
|
| 244,794 1,030,180 1,274,974 |
|
| 671,817 3,500,000 4,171,817 (427,023) (2,469,820) (2,896,843) |
|
| 244,794 1,030,180 1,274,974 |
18
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30 JUNE 2021
13. LEASE LIABILITIES
CONSOLIDATED
| Property $ IT equipment $ Motor vehicles $ Total $ |
|
|---|---|
| At 31 December 2020 Current lease liabilities Non-current lease liabilities Total Half-year ended 30 June 2021 Opening net book amount Additions Principal repaid Exchange rate differences Closing net book amount At 30 June 2021 Current lease liabilities Non-current lease liabilities Total |
351,732 36,242 11,966 399,940 761,354 21,265 46,582 829,201 |
| 1,113,086 57,507 58,548 1,229,141 |
|
| 1,113,086 57,507 58,548 1,229,141 240,937 26,232 - 267,169 (215,361) (20,977) (5,982) (242,320) 6,506 - - 6,506 |
|
| 1,145,168 62,762 52,566 1,260,496 |
|
| 535,560 33,859 11,966 581,385 609,608 28,903 40,600 679,111 |
|
| 1,145,168 62,762 52,566 1,260,496 |
14. OTHER FINANCIAL LIABILITIES
| 4. OTHER FINANCIAL LIABILITIES |
|
|---|---|
| CONSOLIDATED 30 JUNE 31 DECEMBER 2021 $ 2020 $ |
|
| Current Embedded derivatives Non-current Embedded derivatives Warrant |
139,707 - |
| 139,707 - |
|
| 236,983 - 1,078,499 937,609 |
|
| 1,315,482 937,609 |
The embedded derivatives are associated with the Convertible notes issued during the period (refer to note 15).
Refer to note 16 for information about the fair value of the above financial liabilities.
19
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30 JUNE 2021
15. BORROWINGS
Financial liabilities - borrowings
| inancial liabilities - borrowings | |
|---|---|
| CONSOLIDATED 30 JUNE 31 DECEMBER 2021 $ 2020 $ |
|
| Current Interest-bearing borrowings Convertible notes Capitalised transaction costs Non-current Convertible notes Capitalised transaction costs |
1,487,095 2,621,596 1,467,694 - (286,320) (67,782) |
| 2,668,469 2,553,814 |
|
| 3,302,292 - (417,562) - |
|
| 2,884,730 - |
On 8 May 2019 the Company entered into a facility agreement with Sio Partners, LP (Sio) for a debt facility of $1 million. The facility ran for an initial term of 18 months and was charged an interest rate of 12% per annum, compounded on a monthly basis and added to the loan balance. The facility incurred a one-off fee of $125,000 which has been capitalised to the loan. The principal interest and facility fee are all repayable on maturity of the loan. The first $1 million is secured. On 16 October 2020 the Company announced that this facility had been extended until 15 December 2021. The terms and conditions include the ability of the lender to seek repayment of the outstanding balance in the event the Company completes a capital or other transaction generating in excess of $5m. There was no change to the interest rate.
On 31 December 2020 the Company entered into a short-term facility for the advance of $1,220,000 equivalent to its forecasted research and development (R&D) tax incentive offset for the 10 months ended 31 October 2020. The facility was provided by Mitchell Asset Management Pty Ltd and incurred interest at a rate of 1.15% per month for the period of the facility. The Company had the ability to repay this facility at any time with a minimum three-month effective interest term. This facility was repaid on 3 June 2021 upon the receipt of Anteris’ research and development tax incentive refund from the Australian Taxation Office.
On 6 January 2021 the Company announced a funding package of up to $20 million principally for the Company’s TAVR research and development including general working capital expenses. This facility was provided by Mercer Street Global Opportunity Fund, LLC, a New York based investment fund (“Mercer”). In addition to issuing share capital and options (refer to notes 19 and 20), the Company issued the following financial liabilities:
-
On 20 January 2021, raised $1,500,000 through the issue of 1,620,000 convertible notes. Each convertible note has a floor price of $2.50 and expires on 19 May 2022.
-
On 12 April 2021, raised $1,000,000 through the issue of 1,080,000 convertible notes. Each convertible note has a floor price of $2.50 and expires on 12 August 2022.
The funding package was subsequently expanded, with the Company raising a further $2,500,000 through the issue of 2,700,000 convertible notes on 12 April 2021. Each convertible note has a floor price of $4.00 and expires on 12 August 2022.
All of the convertible notes have the following features:
-
Face value of $1.00 at a subscription price of $0.925926;
-
No interest is payable on unconverted drawn funds;
-
The conversion price is 90% of the volume weighted average price of the Shares for the five trading days on which the Shares traded in the ordinary course of business on the ASX ending on the date immediately prior to the relevant conversion notice, subject to the abovementioned floor prices; and
-
Each Convertible Note provides Mercer with the option to convert the note into shares. If Mercer does not convert the Convertible Notes by the maturity date (16 months from the issue date), Anteris is required to repay Mercer the face value of the notes.
20
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30 JUNE 2021
15. BORROWINGS (continued)
The Mercer funding package includes a put option facility allowing the Company, subject to a number of conditions, to request funding from Mercer of up to $16,500,000 in exchange for shares with a deemed issue price equal to 90% of the average 5-day VWAP at the time the Company makes the call. As part of the conditions underlying the put option facility, Mercer cannot be required to acquire an interest in fully paid ordinary shares in Anteris exceeding 4.99% unless Mercer gives its written consent and in that case it is not to exceed 9.99%. The put option expires on 6 January 2023. Derivatives are measured at fair value through profit or loss.
16. FINANCIAL INSTRUMENTS
The fair value of financial assets and liabilities and their levels in the fair value hierarchy are set out below. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. The definition of the fair value levels are the same as those that applied to the annual consolidated financial statements for the year ended 31 December 2020.
| Consolidated – 30 June 2021 Liabilities Convertible notes – embedded derivative component Warrant Total liabilities Consolidated – 31 December 2020 Liabilities Warrant Total liabilities |
Level 1 Level 2 Level 3 Total $ $ $ $ - 376,690 - 376,690 - 1,078,499 - 1,078,499 |
|---|---|
| - 1,455,189 - 1,455,189 |
|
| - 937,609 - 937,609 |
|
| - 937,609 - 937,609 |
The warrant is valued using a Black-Scholes model and a discounted cashflow methodology.
The embedded derivative components of the convertible notes are valued using Monte Carlo simulations.
17. SHARE BASED PAYMENTS
(a) Employee Share Option Plan
The Anteris Employee Incentive Plan (EIP) was approved by shareholders at the 2017 Annual General Meeting and again at the 2020 Annual General Meeting. Eligible employees can participate in the Plan. The Company granted 4,750 staff options over ordinary shares in the Company under the EIP during the six months to 30 June 2021 (six months to 30 June 2020: 4,250). These were split as follows:
-
the Company granted 2,500 options at an exercise price of $4.48.
-
the Company granted 2,250 options at an exercise price of $8.72.
2,250 options were cancelled or lapsed during the period.
The fair value of options awarded to employees under the EIP is determined at grant date using a Black-Scholes option pricing model that considers the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The fair value of options issued to Wayne Paterson (CEO), John Seaberg (Chairman) and Stephen Denaro (Non-Executive Director and Company Secretary) under the EIP was determined at grant date under the Monte Carlo simulation model.
All tranches of options are granted for no consideration and vest in three equal tranches on the anniversary date of either the grant date or the employment start date based on the holder still being employed by Anteris Technologies Ltd over a three-year period. Vested options are exercisable for a period up to the expiry date. The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.
(b) Options granted to consultants
The Company granted 50,000 2-year options with an exercise price of $11.50 to Evolution Capital Advisors Pty Ltd for facilitating the share placement in May 2021. The cost of this issue has been capitalised to equity and debt transaction costs. These options were issued on 16 July 2021.
21
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30 JUNE 2021
18. CONTINGENT LIABILITIES
There were no changes in contingent liabilities in relation to the current reporting period.
19. CONTRIBUTED EQUITY
| SHARES $ 30 JUNE 31 DECEMBER 30 JUNE 31 DECEMBER 2021 2020 2021 2020 |
||
|---|---|---|
| (a) Share Capital Ordinary shares Fully paid |
6,935,550 6,227,258 142,390,352 138,740,016 |
|
| Date Notes No. shares Issue Price $ |
||
| (b) Movements in Ordinary Share Capital Details Balance 31/12/2020 6,227,258 138,740,016 Exercise of listed options (a) 439 8.00 3,512 Exercise of unlisted options (b) 84 3.50 294 Mercer share placements (c) 397,383 4.33 1,721,500 Share placement (d) 310,386 7.50 2,327,895 Transaction costs (402,865) Balance 30/6/2021 6,935,550 142,390,352 |
||
| (a) 439 8.00 3,512 (b) 84 3.50 294 (c) 397,383 4.33 1,721,500 (d) 310,386 7.50 2,327,895 (402,865) |
||
| 30/6/2021 6,935,550 142,390,352 |
(a) Exercise of listed options
During the period, 439 listed options issued under the December 2018 rights issue were exercised at a price of $8.00 per share.
(b) Exercise of unlisted options
On 21 June 2021, 84 unlisted options issued under the Anteris Technologies Employee Share Option Plan were exercised at a price of $3.50 per share.
(c) Mercer share placements
On 20 January 2021, Anteris Technologies Ltd entered into a private placement with Mercer Street Global Opportunity Fund, LLC ('Mercer'). 291,545 shares were issued at an issue price of $3.43/share for $1,000,000 consideration.
Mercer received an additional 50,000 new shares at no cost for entering into the agreement. The value of these shares at $171,500 has been measured based on the price of the above shares.
On 12 April 2021, the private placement with Mercer was extended with an issue of 55,838 shares at an issue price of $9.85/share for $550,000 consideration.
(d) Share placements
On 31 May 2021, 310,386 new shares were issued at $7.50 per share for total consideration of $2,327,895. On 16 July 2021, these placement investors received one unlisted 2-year Option exercisable at $11.50 for every two new Shares issued (totalling 155,199 Options) for no consideration.
22
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30 JUNE 2021
20. EQUITY – RESERVES
| CONSOLIDATED 30 JUNE 31 DECEMBER 2021 $ 2020 $ |
|
|---|---|
| (a) Reserves Share based payments Other reserve Foreign currency translation reserve |
5,870,415 5,757,371 (6,885,884) (7,243,027) (217,891) (74,566) |
| (1,233,360) (1,560,222) |
Share based payments reserve
Refer to note 17 for details of movements in the reserve during the period
Other reserve
As detailed in note 15, Anteris entered into a funding agreement with Mercer Street Global Opportunity Fund, LLC (‘Mercer’) during the period. As consideration for Mercer entering into the agreement with Anteris, the following securities were issued to Mercer for nil consideration:
-
On 20 January 2021, the Company issued 150,000 three-year options to purchase new shares in the Company at an exercise price of $10; and
-
On 12 April 2021, the Company issued 350,000 three-year options to purchase new shares in the Company at an exercise price of $10.
The issue of the above options with a value of $357,143 has been incorporated into the Other reserve, which previously only reflected the additional consideration paid by the Company to acquire a portion of the remaining non-controlling interests of a subsidiary.
21. RELATED PARTY TRANSACTIONS
Transactions with key management personnel
With effect from 1 July 2021, Martha Engel (General Counsel) ceased employment with Anteris Technologies Ltd. Upon cessation of her employment, the Board of Directors amended her options such that they will continue to vest and expire based on the initial terms.
All other remuneration items remained unchanged.
Other related party transactions
The Company’s controlled subsidiary, Admedus Sarl, changed its name during the period to Anteris Technologies Sarl.
Other than the items noted above and the borrowings arrangements detailed in Note 15, there were no new significant transactions with related parties during the period.
23
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30 JUNE 2021
22. EVENTS OCCURRING AFTER THE REPORTING PERIOD
On 2 August 2021 Anteris announced the placement of 1.125 million new ordinary shares to sophisticated investors at $8.00 per share raising a total $9 million. The proceeds of the placement will be used for working capital predominantly related to the development of DurAVR[TM] , the Company’s 3D single-piece aortic valve for the treatment of Aortic Stenosis.
Additionally, the investors will receive three unlisted 4-year Options for every five new shares issued (totalling 675,000 Options), with an exercise price of $10.00. These options are subject to shareholder approval. If shareholder approval is not provided, investors will instead receive a cash payment of $1.25 per option.
Total fees payable to brokers and agents for facilitating the capital raising is 7% of the gross proceeds raised in the placement. Subject to shareholder approval Anteris has agreed to issue the Lead Manager, Evolution Capital Advisors Pty Ltd 500,000 Options on the same terms as the investors.
Other than the above event, there has not arisen in the interval between the end of the financial period and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of the group, the results of those operations, or the state of affairs of the Group, in future financial years.
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DIRECTORS’ DECLARATION
The Directors of the Company declare that:
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The consolidated interim financial statements and notes are in accordance with the Corporations Act 2001 including:
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(a) complying with Accounting Standards, including Accounting Standard AASB 134 Interim Financial Reporting , the Corporations Regulations 2001, other mandatory professional reporting requirements; and
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(b) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2021 and of its performance for the half-year ended on that date;
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In the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
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The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001 for the interim reporting period ended 30 June 2021.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:
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John Seaberg
Chairman
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Dated 26 August 2021
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INDEPENDENT AUDITOR’S REVIEW REPORT
To the members of Anteris Technologies Limited
Report on the Condensed Half-Year Financial Report
Conclusion
We have reviewed the accompanying interim financial report of Anteris Technologies Limited (“the company”) which comprises the condensed consolidated statement of financial position as at 30 June 2021, the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration, for the consolidated entity comprising the company and the entities it controlled at the half-year end or from time to time during the half-year.
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 Anteris Technologies Limited does not comply with the Corporations Act 2001 including:
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(a) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2021 and of its performance for the half-year ended on that date; and
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(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.
Material uncertainty related to going concern
We draw attention to Note 5 in the financial report, which indicates that a material uncertainty exists that may cast significant doubt on the entity’s ability to continue as a going concern. Our conclusion is not modified in respect of this matter.
Responsibility of the directors for the 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.
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Auditor’s responsibility for the review of the financial report
Our responsibility is to express a conclusion on the interim financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the interim 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 30 June 2021 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 an interim 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.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 .
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HLB Mann Judd Chartered Accountants
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B G McVeigh Partner
Perth, Western Australia 26 August 2021
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