EX-99.1 2 tv515012_ex99-1.htm EXHIBIT 99.1

 

EXHIBIT 99.1

 

INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OF PRANA BIOTECHNOLOGY LIMITED AND SUBSIDIARIES, OR THE

GROUP (A DEVELOPMENT STAGE ENTERPRISE)AS OF DECEMBER 31, 2018
IN AUSTRALIAN DOLLARS

 

INDEX

 

    Page
     
CONSOLIDATED STATEMENT OF FINANCIAL POSITION   1
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME   2
CONSOLIDATED STATEMENT OF CASH FLOWS   3
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY   4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   5

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in Australian dollars)

(Unaudited)

 

   Notes   31 December
2018
A$
   30 June
2018
A$
 
             
ASSETS
Current assets               
Cash and cash equivalents        8,383,261    15,235,556 
Trade and other receivables   7    5,589,569    3,152,410 
Other current assets        112,678    266,625 
Total current assets        14,085,508    18,654,591 
Non-current assets               
Property, plant and equipment        60,019    71,422 
Total non-current assets        60,019    71,422 
Total assets        14,145,527    18,726,013 
LIABILITIES
Current liabilities               
Trade and other payables        2,671,111    2,055,247 
Provisions        550,112    588,693 
Total current liabilities        3,221,223    2,643,940 
Non-current liabilities               
Provisions        1,338    916 
Total non-current liabilities        1,338    916 
Total liabilities        3,222,561    2,644,856 
Net assets        10,922,966    16,081,157 
EQUITY
Contributed equity   8    144,013,274    143,910,328 
Reserves   9    1,212,721    1,753,954 
Accumulated losses        (134,303,029)   (129,583,125)
Total equity        10,922,966    16,081,157 

 

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

 

 1 

 

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

(in Australian dollars)

(Unaudited)

 

   Notes   31 December
2018
A$
   31 December
2017
A$
 
Income            
Revenue from ordinary activities   5    66,364    117,168 
Other income   5    2,426,518    1,360,238 
Expenses               
Intellectual property expenses        (82,667)   (104,940)
General and administration expenses   6    (2,031,326)   (1,978,857)
Research and development expenses   6    (5,890,241)   (2,286,286)
Other operating expenses        (28,162)   (113,823)
Other gains/(losses)   6    199,287    (610,939)
Loss for the period        (5,340,227)   (3,617,439)
Loss before income tax        (5,340,227)   (3,617,439)
Income tax expense        -    - 
Other comprehensive loss               
Other comprehensive income for the period, net of tax        -    - 
Total comprehensive loss for the period        (5,340,227)   (3,617,439)
                
         Cents    Cents 
                
Loss per share for profit attributable to the ordinary equity holders of the company:               
Basic loss per share   4    0.99    0.68 
Diluted loss per share   4    0.99    0.68 

 

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

 

 2 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

(in Australian dollars)

(Unaudited)

 

    Notes    31 December
2018
A$
   31 December
2017
A$
 
Cash flows from operating activities                  
Payments to suppliers and employees           (7,290,291)   (4,220,833)
R&D tax refund           -    3,022,673 
Interest received           68,526    25,497 
Net cash (outflow) from operating activities           (7,221,765)   (1,172,663)
Cash flows from investing activities                  
Payments for property, plant and equipment           (3,273)   (3,338)
Net cash (outflow) from investing activities           (3,273)   (3,338)
Cash flows from financing activities                  
Proceeds from issues of shares and other equity securities           166,086    - 
Transaction costs relating to issue of equity           (23,140)   (37,835)
Net cash inflow/ (outflow) from financing activities           142,946    (37,835)
Net (decrease) in cash and cash equivalents           (7,082,092)   (1,213,836)
Cash and cash equivalents at the beginning of the financial year           15,235,556    21,734,957 
Effects of exchange rate changes on cash and cash equivalents           229,797    (609,934)
Cash and cash equivalents at end of period           8,383,261    19,911,187 

 

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

 

 3 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 

(in Australian dollars) 

(Unaudited)

 

       Attributable to owners of
Prana Biotechnology Limited
 
   Notes   Contributed
equity
A$
   Reserves
A$
   Accumulated
losses
A$
   Total
A$
 
Balance at 1 July 2017        144,018,006    2,320,480    (122,648,452)   23,690,034 
Loss for the period        -    -    (3,617,439)   (3,617,439)
Total comprehensive income for the period        -    -    (3,617,439)   (3,617,439)
Transactions with owners in their capacity as owners:                         
Transaction costs        (119,435)   -    -    (119,435)
Employee share schemes - Share based payments        -    162,393    -    162,393 
         (119,435)   162,393    -    42,958 
Balance at 31 December 2017        143,898,571    2,482,873    (126,265,891)   20,115,553 
Balance at 1 July 2018        143,910,328    1,753,954    (129,583,125)   16,081,157 
Loss for the period        -    -    (5,340,227)   (5,340,227)
Total comprehensive loss for the period        -    -    (5,340,227)   (5,340,227)
Transactions with owners in their capacity as owners:                         
Issue of ordinary shares   8    166,086    -    -    166,086 
Share-based payment expenses        -    79,090    -    79,090 
Transaction costs        (63,140)   -    -    (63,140)
Expired options/warrants        -    (620,323)   620,323    - 
         102,946    (541,233)   620,323    182,036 
Balance at 31 December 2018        144,013,274    1,212,721    (134,303,029)   10,922,966 

 

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

 

 4 

 

  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in Australian dollars)

 

Note 1: Basis of Preparation

 

This condensed consolidated interim report for the half-year reporting period ending 31 December 2018 has been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001. These financial statements also comply with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

 

This condensed consolidated interim financial 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 2018 and any public announcements made by Prana Biotechnology Limited ("the "Company") 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 except for the adoption of new accounting standards as discussed below.

 

(a) New and amended standards adopted by the Group

 

A number of new or amended standards became applicable for the current reporting period and the Group had to change its accounting policies and make retrospective adjustments as a result of adopting the following standards:

 

The impact of the adoption of these standards and the new accounting policies are disclosed below. The other standards did not have any impact on the Group's accounting policies and did not require retrospective adjustments.

 

AASB 9 Financial Instruments, and

 

AASB 15 Revenue from Contracts with Customers.

 

(b) Impact of standards issued but not yet applied by the entity

 

(i)AASB 16 Leases

 

AASB 16 was issued in February 2016, effective for annual period beginning on or after 1 January 2019. It will result in almost all leases being recognised on the balance sheet, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases.

 

The accounting for lessors will not significantly change.

 

The standard will affect primarily the accounting for the Group’s operating leases. As at the reporting date, the Group has non-cancellable operating lease commitments of A$171,624. However, the Group has not yet determined to what extent these commitments will result in the recognition of an asset and a liability for future payments and how this will affect the Group’s profit and classification of cash flows.

 

(c) Going concern

 

The Group is a development stage medical biotechnology company and as such expects to be utilising cash until the results of its research activities have become marketable. For the six months ended 31 December 2018, the Group incurred an operating loss of A$5,340,227 and an operating cash outflow of A$7,221,765 compared with an operating loss of A$3,617,439 and an operating cash outflow of A$1,172,663 for the six months ended 31 December 2017. As at 31 December 2018 the net assets of the Group stood at A$10,922,966 compared with A$16,081,157 at June 30, 2018 and our cash position decreased to A$8,383,261 from A$15,235,556 at 30 June 2018. The Group has recorded a Trade and Other Receivable at 31 December 2018 in the amount of A$5,552,294 from the Australian Taxation Office comprising research and development tax incentive claims for the fiscal year 2018 (A$3,251,673) and for the six-month period ended 31 December 2018 (A$2,300,621). The Group expects to receive A$3,251,673 relating to the research and development tax incentive claim for the fiscal year 2018 during the 6 months ended 30 June 2019 and also expects the research and development tax incentive to continue to be applicable in the subsequent years.

 

 5 

 

 

Note 1: Basis of Preparation (continued)

 

(c) Going concern (continued)

 

As stated in note 2, the Group has entered into a securities purchase agreement with Life Biosciences LLC (“Life Biosciences”) to raise up to A$44.5 million. Life Biosciences will initially invest US$7.5 million (approx. A$10.6 million), with the agreement allowing Prana to raise an additional US$2 million from other investors, totalling US$9.5 million (approx. A$13.4 million). This initial funding will be available following approval by the Company’s shareholders at an extraordinary general meeting to be held in April 2019. In addition to this initial investment, the Group may also receive up to approximately A$31 million from Life Biosciences and other investors on exercise of short-term warrants being issued as part of the transaction. There is no commitment in this regard. The Group’s ongoing solvency is reliant on receipt of the initial US$7.5 million commitment by Life Biosciences. There is uncertainty over the timing of the receipt as shareholder approval has not been obtained.

 

On this basis, the continuing viability of the Group and its ability to continue as a going concern and meet its debts and commitments as they fall due are dependent upon funding in the form of equity-based financing to fund future operations, together with maintaining implemented cost containment and deferment strategies.

 

Management and the directors believe that the Group will be successful in obtaining the necessary shareholder approval and receiving the US$7.5 million equity funding as noted above. Accordingly, the Directors have prepared the financial report on a going concern basis, notwithstanding that there is a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern and that it may be unable to realise its assets and liabilities in the normal course of business.

 

References to matters that may cast significant doubt about the Group’s ability to continue as a going concern also raise substantial doubt as contemplated by the Public Company Accounting Oversight Board (PCAOB).

 

Note 2: Significant changes in the current reporting period

 

On 28 December 2018, the Group announced that it had entered into a securities purchase agreement for a lead investment by Life Biosciences to raise up to approximately A$44.5 million (approx. US$31.4 million). Life Biosciences will initially invest US$7.5 million (approx. A$10.6 million), with the agreement allowing Prana to raise an additional US$2 million from other investors, totalling US$9.5 million (approx. A$13.4 million). A further amount of up to approximately A$31 million (approx. US$21.9 million) would be invested by Life Biosciences and other investors on exercise of short-term warrants being issued as part of the transaction. Completion of the transaction is subject to approval by shareholders at the general meeting of shareholders and certain other customary completion conditions.

 

Note 3: Segment information

 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer of the Company. For the current and previous reporting periods, the Group operated in one segment, being research into Parkinsonian movement disorders, Alzheimer's disease, Huntington disease and other neurodegenerative disorders.

 

 6 

 

 

Note 4: Loss per share

 

(a)       Basic loss per share

 

  

Six months ended

December 31,

 
  

2018

(cents)

  

2017

(cents)

 
From continuing operations attributable to the ordinary equity holders of the Group   0.99    0.68 

 

(b)       Diluted loss per share

 

  

Six months ended

December 31,

 
  

2018

(cents)

  

2017

(cents)

 
From continuing operations attributable to the ordinary equity holders of the Group   0.99    0.68 

 

(c)       Reconciliation of earnings used in calculating loss per share

 

  

Six months ended

December 31,

 
   2018   2017 
Basic earnings per share        
Loss attributable to the ordinary equity holders of the Group used in calculating basic loss per share:   5,340,227    3,617,439 
           
Diluted earnings per share          
Loss attributable to the ordinary equity holders of the Group used in calculating diluted loss per share   5,340,227    3,617,439 
Adjustments   -    - 
Loss attributable to the ordinary equity holders of the Group used in calculating diluted loss per share   5,340,227    3,617,439 

 

(d)       Weighted average number of shares used as denominator

 

  

Six months ended

December 31,

 
  

2018

Number

  

2017

Number

 
Weighted average number of ordinary shares used as the denominator in calculating basic loss per share   536,789,698    533,891,470 

 

Options that are considered to be potential ordinary shares are excluded from the weighted average number of ordinary shares used in the calculation of basic loss per share. Where dilutive, potential ordinary shares are included in the calculation of diluted loss per share. All the options on issue do not have the effect to dilute the loss per share. Therefore, they have been excluded from the calculation of diluted loss per share.

 

 7 

 

  

Note 5: Interest and other income

 

   31 December
2018
A$
   31 December
2017
A$
 
Interest and other income          
Interest income   66,364    111,581 
Other revenue   -    5,587 
    66,364    117,168 
Other Income          
R&D tax incentive   2,426,518    1,360,238 
    2,426,518    1,360,238 

 

Note 6: Loss for the period

 

   31 December
2018
A$
   31 December
2017
A$
 
Loss before income tax has been determined after:
 
General and administration expenses          
Depreciation on fixed assets   14,675    9,325 
Employee expenses (non-R&D related)   332,529    492,458 
Consultant and director expenses   432,684    403,673 
Audit, internal control and other assurance expenses   100,847    93,060 
Corporate compliance expenses   176,723    206,468 
Office rental   73,743    88,606 
Other administrative and office expenses   900,125    685,267 
    2,031,326    1,978,857 
Research and development expenses          
Employee expenses   1,256,939    1,001,117 
Other research and development expenses   4,633,302    1,285,169 
    5,890,241    2,286,286 
Other gains and losses          
Foreign exchange loss / (gain)   (199,287)   610,939 
    (199,287)   610,939 

 

Note 7: Financial assets and financial liabilities

 

(a)Trade and other receivables

 

   As at 
   December 31, 2018   June 30, 2018 
    A$    A$ 
Current          
R&D tax incentive receivable   5,552,294    3,125,775 
Accrued interest income   10,518    12,680 
Goods and services tax receivable   26,757    13,955 
    5,589,569    3,152,410 

 

 8 

 

 

Note 7: Financial assets and financial liabilities (continued)

 

(b)Financial instruments measured at fair value

 

The financial instruments recognised at fair value in the Statement of Financial Position have been analysed and classified using a fair value hierarchy reflecting the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following levels:

 

·quoted prices in active markets for identical assets or liabilities (Level 1);
·inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and
·inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

 

During the period, none of the Group’s assets and liabilities had their fair value determined using the fair value hierarchy. No transfers between the levels of the fair value hierarchy occurred during the current or previous periods.

 

Note 8: Contributed equity

 

      As at 
      December 31, 2018   June 30, 2018 
   Note  No.   A$   No.   A$ 
Fully paid ordinary shares  (a)   536,975,050    144,053,274    533,891,470    143,910,328 
Options for fully paid ordinary shares      -    -    -    - 
       536,975,050    144,053,274    533,891,470    143,910,328 

 

a)Fully paid ordinary shares

 

   As at 
   December 31, 2018   June 30, 2018 
   No.   A$   No.   A$ 
At the beginning of reporting period   533,891,470    143,910,328    533,891,470    144,018,006 
Shares issued during the period   3,083,580    166,086    -    - 
Transaction costs relating to share issues   -    (63,140)   -    (107,678)
                     
At the end of reporting period   536,975,050    144,013,274    533,891,470    143,910,328 

 

Note 9: Reserves

 

      As at 
      December 31, 2018   June 30, 2018 
   Note  No.   A$   No.   A$ 
Options over fully paid ordinary shares  (a)   25,400,000    1,212,721    25,216,490    1,753,954 
                        
       25,400,000    1,212,721    25,216,490    1,753,954 

 

 9 

 

 

Note 9: Reserves (continued)

 

(a)Options over fully paid ordinary shares

 

   As at 
   December 31, 2018   June 30, 2018 
   No.   A$   No.   A$ 
At the beginning of reporting period   25,216,490    1,753,954    26,826,063    2,320,480 
Movement during the period   183,510    (541,233)   (1,609,573)   (566,526)
At the end of reporting date   25,400,000    1,212,721    25,216,490    1,753,954 

 

Note 10: Reconciliation of profit after income tax to net cash flow from operating activities

 

   31 December
2018
A$
   31 December
2017
A$
 
Loss for the year   5,340,227    3,617,439 
Depreciation   (14,675)   (9,325)
Accrued capital cost to equity   -    81,600 
Non-cash employee benefits expense - share-based payments   (79,091)   (162,393)
Net foreign exchange differences   229,796    (609,934)
Decrease in provisions   38,159    112,749 
Increase/(Decrease) in accounts receivable   2,437,159    (1,580,791)
Increase /(Decrease) in other current assets   (153,947)   60,687 
(Increase) in accounts payable   (575,863)   (337,369)
    7,221,765    1,172,663 

 

Note 11: Related party transactions

 

During the period from 1 July 2018 to 31 December 2018, the Group paid a total of A$150,000 (excl. GST) in advisory fees to Montoya Pty Ltd, an associated entity of Mr Lawrence Gozlan, a director of the Group.

 

There were no other related party transactions other than those related to director and key management personnel remuneration and equity and transactions by the company and its subsidiaries.

 

Note 12: Events occurring after the reporting date

 

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.

 

Note 13: Changes in accounting policies

 

This note explains the impact of the adoption of AASB 9 Financial Instruments and AASB 15 Revenue from Contracts with Customers on the Group’s financial statements.

 

(a)Impact on the financial statements

 

As a result of the changes in the entity’s accounting policies, prior year financial statements have not been restated.

 

 10 

 

 

Note 13: Changes in accounting policies (continued)

 

(b)AASB 9 Financial Instruments – Impact of adoption

 

AASB 9 replaces the provisions of AASB 139 that relate to the recognition, classification and measurement of financial assets and financial liabilities, derecognition of financial instruments, impairment of financial assets and hedge accounting.

 

The adoption of AASB 9 Financial Instruments from 1 July 2018 resulted in changes in accounting policies but no adjustments to the amounts recognised in the financial statements. The new accounting policies are set out in note 13(c) below. In accordance with the transitional provisions in AASB 9(7.2.15) and (7.2.26), comparative figures have not been restated or re-classified.

 

(c)AASB 9 Financial Instruments – Accounting policies applied from 1 July 2018

 

(i)Investments and other financial assets

 

Classification

 

From 1 July 2018, the Group classifies its financial assets in the following measurement categories:

 

• those to be measured subsequently at fair value (either through OCI, or through profit or loss), and

 

• those to be measured at amortised cost.

 

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

 

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

 

Measurement

 

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

 

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

 

Equity instruments

 

The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group’s right to receive payments is established.

 

Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

 

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

 

The Group reclassifies debt investments when and only when its business model for managing those assets changes.

 

Impairment

 

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

 

 11 

 

 

Note 13: Changes in accounting policies (continued)

 

(d)AASB 15 Revenue from Contracts with Customers – Impact of adoption

 

The Group has adopted AASB 15 Revenue from Contracts with Customers from 1 July 2018 which resulted in changes in accounting policies. As the Group is still in the early stage of research and development for its products, it has neither generated revenue from contracts with customers, nor decided on the revenue strategy (licensing, sale of pharmaceutical products) for when the development phase is completed. Accordingly, the adoption of AASB 15 has no impact on the financial statements. In prior reporting periods, revenue and other income of the Group primarily comprised of interest income and R&D tax incentive which are not affected by the adoption of AASB 15.

 

Note 14: Significant estimates and assumptions

 

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

 

The Company and its two wholly-owned subsidiaries (the "Group") makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are discussed below.

 

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period. The Group has adopted new accounting standards AASB 9 and AASB 15 as disclosed in note 13 and has appropriately changed accounting policies where needed.

 

(a)R&D Tax Incentives

 

A refundable research and development tax incentive offset of 43.5%, equivalent to a deduction of 150%, will be available to eligible small companies with an annual aggregate turnover of less than A$20 million. Eligible companies can receive a refundable research and development tax incentive offset of 43.5% of their research and development spending.

 

The Group's research and development activities are eligible under an Australian Government tax incentive for eligible expenditure from 1 July 2011. Management has assessed these activities and expenditure to determine which are likely to be eligible under the incentive scheme. For the period to 31 December 2018 the Group has recorded an item in other income of A$2,426,518 compared with A$1,360,238 for the comparable 2017 period to recognise this amount which relates to this period.

 

(b)Share-based payments

 

The value attributed to share options and remuneration shares issued is an estimate calculated using an appropriate mathematical formula based on an option-pricing model. The choice of models and the resultant option value require assumptions to be made in relation to the likelihood and timing of the conversion of the options to shares and the value and volatility of the price of the underlying shares.

 

Note 15: Net tangible assets

 

   As at 
   December 31, 2018   June 30, 2018 
Net tangible assets   10,922,966    16,081,157 
No. of shares   536,975,050    533,891,470 
           
Net tangible assets per share (in cents)  A$2.03   A$3.01 

 

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