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SINGULAR HEALTH GROUP LTD Annual Report 2021

Aug 30, 2021

65786_rns_2021-08-30_05867dba-f3d9-442c-8a96-b9e955e40228.pdf

Annual Report

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SINGULAR HEALTH GROUP LIMITED APPENDIX 4E

SINGULAR HEALTH GROUP LIMITED ACN 639 242 765

APPENDIX 4E GIVEN TO THE ASX UNDER LISTING RULE 4.3A

Reporting Period

Financialyear end 30 June 2021
Previous correspondingreporting period 30 June 2020

Results for Announcement to Market

30 June
2021
$
30 June
2020
$
% increase/
(decrease) over
corresponding
period
Revenue from ordinaryactivities 193,643 105,922 82.8%
Profit/(Loss) after tax from ordinary
activities attributable to members
(4,456,097) (707,588) 529.8%
Net profit/(loss) for the period attributable
to members
(4,451,047) (707,588) 529.0%

Dividends

No dividends have been declared or paid during the year ended 30 June 2021. The Directors do not recommend the payment of a dividend in respect of the year ended 30 June 2021.

The Company does not have any dividend reinvestment plan in operation.

Explanation of Results

During the period the Company has been focused on advancing its key technologies, and also completed its IPO on the ASX Limited (please refer Prospectus dated 9 December 2020 for further details on the IPO).

Subsequent to the IPO the Company entered into agreements to acquire Virtual Surgical Planning software and to invest AUD$300,000 for 25% equity stake in Australian Additive Engineering Pty Ltd (AAE), secured a fifty (50) License sale of integrated MedVR and Virtual Surgical Planning software with Lyka Smith, a leading medical computer aided design company, launched the Scan to Surgery[TM] initiative with long-term strategy to develop end-to-end patient-specific surgical planning software and bespoke 3D printed implants and guides, successfully concluded an AI-driven spinal segmentation project with the CSIRO, released the Medical File Transfer Protocol (MFTP) to act as main backbone for Scan to Surgery[TM] and enable future transfer of medical/design files between mobile devices, and launched a mobile 3D scan App for improved patient communication.

1

SINGULAR HEALTH GROUP LIMITED APPENDIX 4E

Explanation of Results (continued)

Non-cash share based payments to employees and consultants during the period were approximately $720,324. These equity incentives are designed to ensure employee interests were closely aligned with the achievement of the Group’s operational and financial targets and also to reduce cash payments as part of the Group’s commitment to reduce cash overheads. Another significant non-cash expenditure item was the finance costs relating to the fair value adjustment on the convertible notes for the financial year of approximately $1.4 million. All convertible loans were settled and converted to equity in the current financial year.

The Group reported a net loss attributable to members for the period of approximately $4.451 million.

Net Tangible Assets per Security

Net Tangible Asset/(Liabilities) per share 30 June 2021 30 June 2020
Net tangible assets/(liabilities) (cents per share) 4.24 0.85

Controlled entities

The Company did not gain or lose control over any entities during the financial year. The Company’s controlled entities as at 30 June 2021 are outlined below.

Country of Date of incorporation /
Controlled entities Incorporation acquisition
Singular Health Group Pte. Ltd. Singapore 12 September 2019
Singular Health PtyLtd Australia 18 September 2019

The Group acquired an interest in associates during the year. Refer to Note 12 of the attaching Financial Report to this Appendix 4E for further details.

Audit

This Appendix 4E is based on the financial report for year ended 30 June 2021, which is in the process of being audited.

Attachments

The Preliminary Final Report of Singular Health Group Limited for the year ended 30 June 2021 is attached.

2

SINGULAR HEALTH GROUP LIMITED APPENDIX 4E

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 30 June 2021

Note 2021
$
2020
$
Revenue
3
Government grant income
3
Interest and other revenue
3
Selling and marketing expenses
Patent, research and development expenses
Consultancy and subcontractor fees
Employee and director benefits expenses
Accountancy, audit and legal expenses
Depreciation and amortisation
Administration expenses
Share based payments expense
4
Finance costs
Share of net loss in associates
Other expenses
Loss before income tax
Income tax benefit/(expense)
Loss after tax for the period attributable to the
members of Singular Health Group Limited
Other comprehensive income
Items that will be reclassified subsequently to
profit or loss when specific conditions are met:
Exchange
differences
on
translating
foreign
operations, net of tax
Total comprehensive (loss) for the period
attributable to the members of Singular Health
Group Limited
Basic and diluted loss per share (cents per share)
for the year attributed to the members of Singular
Health Group Limited
5
193,643
105,922
262,700
24,000
117,354
66
(149,366)
(9,318)
(189,768)
(3,399)
(801,539)
(326,623)
(878,645)
(222,258)
(370,565)
(48,153)
(130,691)
(29,171)
(249,310)
(138,363)
(720,234)
-
(1,464,382)
(55,423)
(4,136)
-
(71,158)
(4,869)
(4,456,097)
(707,588)
-
-
(4,456,097)
(707,588)
5,050
-
(4,451,047)
(707,588)
(6.02)
(4.74)

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the accompanying notes.

3

SINGULAR HEALTH GROUP LIMITED APPENDIX 4E

CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2021

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021
Note 2021
$
2020
$
ASSETS
Current Assets
Cash and cash equivalents
6
Trade and other receivables
Prepayments
Prepaid Interest on Convertible Notes
Total Current Assets
Non-Current Assets
Intangibles
7
Plant and equipment
8
Right of use assets
Investment in associates
12
Total Non-current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
Provisions
Borrowings
Convertible loans
9
Lease liability
Total Current Liabilities
Non-current Liabilities
Lease Liability
Total Non-current Liabilities
TOTAL LIABILITIES
NET ASSETS/(LIABILITIES)
EQUITY
Issued capital
10
Reserves
11
Accumulated losses
TOTAL EQUITY
4,135,691
130,552
152,119
70,391
9,181
-
-
240,390
4,296,991
441,333
637,893
199,245
63,358
27,691
133,265
-
295,864
-
1,130,380
226,936
5,427,371
668,269
148,328
129,797
49,184
6,117
1,545
155,941
-
590,000
61,503
-
260,560
881,855
84,541
-
84,541
-
345,101
881,855
5,082,270
(213,586)
9,526,669
500,000
719,286
(5,998)
(5,163,685)
(707,588)
5,082,270
(213,586)

The Consolidated Statement of Financial Position is to be read in conjunction with the accompanying notes.

4

SINGULAR HEALTH GROUP LIMITED APPENDIX 4E

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2021

Issued
Capital
Share-based
Payment
Reserve
Accumulated
Losses
Foreign
Currency
Translation
Reserve
Total
$
$
$
$
$
Balance at 1 July 2019
Loss for the year
Total other comprehensive
income
Total comprehensive loss for
the year
Transaction with owners, directly
recorded in equity:
Issue of Ordinary Shares, net of
transaction costs
Total transactions with owners
Balance at 30 June 2020
-
-
-
-
-
-
-
(707,588)
-
(707,588)
-
-
-
(5,998)
(5,998)
-
-
(707,588)
(5,998)
(713,586)
500,000
-
-
-
500,000
500,000
-
-
-
500,000
500,000
-
(707,588)
(5,998)
(213,586)
Issued
Capital
Share-based
Payment
Reserve
Accumulated
Losses
Foreign
Currency
Translation
Reserve
Total
$
$
$
$
$
500,000
-
(707,588)
(5,998)
(213,586)
-
-
(4,456,097)
-
(4,456,097)
-
-
-
5,050
5,050
-
-
(4,456,097)
5,050
(4,451,047)
5,330,592
-
-
-
5,330,592
2,846,077
-
-
-
2,846,077
850,000
720,234
-
-
1,570,234
9,026,669
720,234
-
-
9,746,903
9,526,669
720,234
(5,163,685)
(948)
5,082,270
Balance at 1 July 2020
Loss for the year
Total other comprehensive
income
Total comprehensive loss for
the year
Transaction with owners, directly
recorded in equity:
Issue of Ordinary Shares, net of
transaction costs
Share issued on conversion of
Convertible Notes (Note 9,10)
Share based payments (Note 4)
Total transactions with owners
Balance at 30 June 2021

The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes.

5

SINGULAR HEALTH GROUP LIMITED APPENDIX 4E

CONSOLIDATED STATEMENT OF CASHFLOWS

For the year ended 30 June 2021

Note 2021
$
2020
$
Cash flows from operating activities
Receipts from customers
Government grants received
Payments to suppliers and employees
Interest (paid)/received
Net cash flows (used in) operating activities
6
Cash flows from investing activities
Purchase of plant & equipment
Payments for intangible assets
Payments for acquisition of associates
Net cash flows (used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares, net of issue costs
Proceeds from issue of convertible notes
Proceeds from borrowings
Payment of principle portion of lease liabilities
Net cash flows from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning year
Effects of foreign exchange rates
Cash and cash equivalents at end year
6
111,915
32,520
377,810
-
(2,399,133)
(580,689)
2,244
-
(1,907,164)
(548,169)
(50,486)
(31,603)
(260,082)
(227,708)
(300,000)
-
(610,568)
(259,311)
5,691,655
500,000
1,025,000
295,000
(154,396)
155,692
(44,438)
-
6,517,821
950,692
4,000,089
143,212
130,552
-
5,050
(12,212)
4,135,691
130,552

The above Consolidated Statement of Cashflows is to be read in conjunction with the accompanying notes.

6

SINGULAR HEALTH GROUP LIMITED APPENDIX 4E

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2021

NOTE 1: BASIS OF PREPARATION OF THE YEAR END FINANCIAL REPORT

The preliminary financial report has been prepared in accordance with ASX listing Rule 4.3A and the disclosure requirements of ASX Appendix 4E.

This report has been prepared in accordance with the Australian Accounting Standards (AASBs) and Interpretations issued by the Australian Accounting Standards Board, and the Corporations Act 2001 . This year end financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this preliminary report is to be read in conjunction with the annual financial report for the year ended 30 June 2020, the interim financial report for the half-year ended 31 December 2020 and any public announcement made by Singular Health Group Limited during the reporting period in accordance with the continuous disclosure requirement of the Corporations Act 2001 .

NOTE 2: SEGMENT REPORTING

Segment information has been prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the consolidated Group. The Group’s primary business segment is the provision of Volume Rendering Platform (VRP) software. The Company operates in one segment, medical technology products.

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start-up operations which are yet to earn revenues.

Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of directors.

Operating segments have been identified based on the information provided to the chief operating decision makers – being the executive management team.

The group aggregates two or more operating segments when they have similar economic characteristics, and the segments are similar in the nature of the minerals targeted. Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements.

Information about other business activities and operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “all other segments”.

The chief operating decision maker has been identified as the Board of Directors.

7

SINGULAR HEALTH GROUP LIMITED APPENDIX 4E

NOTE 3: REVENUE AND OTHER INCOME

OTE 3: REVENUE AND OTHER INCOME
2021 2020
$ $
Operating Revenue
Product revenue 193,643 105,922
193,643 105,922
Other Income
Interest revenue 2,244 66
Research and development grant 262,700 -
ATO Jobkeeper and cashflow boost 113,032 -
Other 2,078
380,054 66
OTE 4: SHARE BASED PAYMENTS
hare based payments made during the year ended 30 June 2021 are summarised below:
2021 2020
$ $
Options issued to Directors as incentive based remuneration 361,868 -
Options issued to other key management personnel and consultant
as incentive based remuneration
87,548 -
Performance Rights issued to Directors as incentive and for services
to be provided

154,366
-
Performance Rights issued to key management personnel and
consultant as incentive and for services
116,452 -
Total share based payment expense **720,234 ** -
NOTE 5: EARNINGS PER SHARE 2021 2020
Basic and diluted loss per share (cents per share) (6.02) (4.74)
Weighted average number of ordinary shares outstanding
during the period used in the calculation of basic EPS
74,053,220 14,917,808

NOTE 4: SHARE BASED PAYMENTS

Share based payments made during the year ended 30 June 2021 are summarised below :

8

SINGULAR HEALTH GROUP LIMITED APPENDIX 4E

NOTE 6: CASH AND CASH EQUIVALENTS

Cash at Bank
Total cash and cash equivalents
Reconciliation to Statement of Cashflows
Loss for the year
Non-cash items
Share-based payments
Depreciation and amortisation
Convertible note interest
Director loan interest
Share of net loss in associates
Changes in Assets and Liabilities
Increase/(Decrease) in Trade and Other Payables
(Increase)/Decrease in Trade and Other Receivables
Increase)/(Decrease) in Provisions
Cash flows used in operations
2021
2020
$
$
4,135,691
130,552
4,135,691
130,552
2021
$
2020
$
(4,456,097)
(705,558)
720,234
-
130,691
32,395
1,471,464
54,610
-
6,911
4,136
-
29,860
133,884
149,481
(70,411)
43,067
-
(1,907,164)
(548,169)

9

SINGULAR HEALTH GROUP LIMITED APPENDIX 4E

NOTE 7: INTANGIBLES

Intellectual Property at cost
Less: Accumulated amortisation and impairment
a) Reconciliation of movements in intangible assets
Intangible Assets
Balance at 1 July 2019
Additions
Impairment expense
Amortisation expense
Balance at 30 June 2020
Balance at 1 July 2020
Additions
Impairment expense
Amortisation expense
Balance at 30 June 2021
NOTE 8: PROPERTY, PLANT AND EQUIPMENT
Office equipment – at cost
Less: Accumulated depreciation
Computer equipment – at cost
Less: Accumulated depreciation
Total property, plant and equipment
a) Reconciliation of movements in fixed assets
Property, Plant and Equipment
Balance at 1 July 2019
Additions
Depreciation expense
Balance at 30 June 2020
Additions
Depreciation expense
Balance at 30 June 2021
2021
2020
$
$
737,790
227,708
(99,897)
(28,463)
637,893
199,245
$
-
227,708
-
(28,463)
199,245
199,245
510,082
-
(71,434)
637,893
2021
2020
$
$
41,482
31,623
(15,679)
(3,932)
40,628
-
(3,073)
-
63,358
27,691
$
-
31,623
(3,932)
27,691
50,486
(14,819)
63,358

10

SINGULAR HEALTH GROUP LIMITED APPENDIX 4E

NOTE 9: CONVERTIBLE LOANS

Balance brought forward
Convertible notes issued during the year1
Less: Convertible notes repaid during the year2
Balance as at 30 June 2021
2021
2020
$
$
590,000
-
2,110,000
590,000
(2,700,000)
-
-
590,000
  • (1) The terms of the various convertible notes are as follows:
Conversion Period Aperiod of 22 months commencingfrom the date of issue
Conversion Event The day Singular Health Group shares are listed on the Australian Stock
Exchange ("ASX")
Conversion Price The convertible notes are converted at a discount of 50% of the price the shares
are listed on ASX (ie 50% of $0.20 IPO price). On that basis, the Convertible
Notes have been recorder at their 'fair value' with the associated adjustment
being recognised as interest.
Interest Interest accrues on the Convertible Notes at a rate of 10% per annum. Prepaid
Interest of $1,440,144 resulting from fair value adjustment was recognised which
was amortised to profit or loss as financing costs over the period from the date
the notes were issued to the date of SHG's listing on ASX.
  • (2) As part of the IPO completed in February 2021, all convertible loans on issue including interest accrued converted into fully paid ordinary shares. Refer to Note 10 Issued Capital for further details.

NOTE 10: ISSUED CAPITAL

OTE 10: ISSUED CAPITAL
Issued Ordinary Shares - no par value (fully paid)
Total
Opening balance – 1 July 2019
Closing balance – 30 June 2020
IPO Placement Shares
Share issued upon conversion of Existing
Convertible Notes
Shares issued to Lead Manager and Advisor
Cleansing Offer as part of Prospectus
Share issued for VR Surgical acquisition (see
Note 12)
Costs of shares issued
Closing Balance – 30 June 2021
2021
2020
Number of
Shares
Number of
Shares
102,798,867
55,000,001
102,798,867
55,000,001
Number of
Shares
Value
$
-
-
55,000,001
500,000
30,000,000
6,000,000
14,230,384
2,846,077
3,000,000
600,000
-
-
568,482
250,000
(669,408)
102,798,867
9,526,669

11

SINGULAR HEALTH GROUP LIMITED APPENDIX 4E

NOTE 11: RESERVES

Nature and Purpose of Reserve

The share based payment reserve records the value of options, performance rights and performance shares issued to the Group’s directors, employees, and third parties. The value of the amount disclosed during the year reflects the value of options and performance shares issued by the Group.

Performance Rights
Options
Foreign Currency Translation Reserve
Total Reserves
2021
2020
$
$
270,818
-
449,416
-
(948)
(5,988)
719,286
(5,988)

NOTE 12: ASSET ACQUISITION

a. VR Surgical software acquisition

On 26 May 2021, the Company acquired virtual surgical planning software developed by VR Surgical Pty Ltd ( VR Surgical) which is a software that allow surgeons to manipulate standard computer aided design (CAD) files to accelerate the pre-operative planning of maxillofacial surgery in virtual reality. The acquisition was approved by the shareholders at the General Meeting held on 11 May 2021.

In consideration for this acquisition, SHG paid $250,000 in cash and $250,000 worth of issued ordinary shares each to VR Surgical. The fair value of consideration issued on 27 May 2021 which was by reference to the 30-day VWAP of $0.43976 with the total number of shares issued being 568,482. Refer note 10.

The transaction is treated as an asset acquisition as the acquired assets being the software does not meet the definition of 'business' under IFRS 3. The software was recognised as an addition to the Group’s Intangibles to be over amortised over 4 years. Refer Note 7.

b. Investment in Australian Additive Engineering Pty Ltd

On 21 March 2021, the Company and Australian Additive Engineering Pty Ltd (AAE) entered into share subscription deed where SHG will subscribe to 25% of AAE's share capital for a subscription price of $300,000. The acquisition was approved by the shareholders at the General Meeting held on 11 May 2021.

Consideration of $300,000 in cash was paid on 26 May 2021 and this is deemed to be the date of acquisition.

Under AASB 128 Investments in associates and joint ventures , SHG's 25% interest in AAE is considered a significant influence as it holds more than 20% directly in the investee and therefore, the investment is equity accounted upon consolidation.

For the year ending 30 June 2021, Singular recognised a share of net loss in associates of $4,136 in the Group’s Profit or Loss.

12