EXHIBIT 4.5
Published on September 27, 2019
Exhibit 4.5
PROFOUND MEDICAL CORP.
INTERIM CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
June 30, 2019
PRESENTED IN CANADIAN DOLLARS
1
Profound Medical Corp.
Interim Condensed Consolidated Balance Sheet
(Unaudited)
| June 30, 2019 $ |
December 31, 2018 $ |
|||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | 20,493,470 | 30,687,183 | ||||||
| Trade and other receivables (note 3) | 2,934,283 | 2,686,112 | ||||||
| Investment tax credits receivable | 480,000 | 480,000 | ||||||
| Inventory (note 4) | 3,611,346 | 3,631,623 | ||||||
| Prepaid expenses and deposits | 161,685 | 434,871 | ||||||
| Total current assets | 27,680,784 | 37,919,789 | ||||||
| Property and equipment (note 5) | 914,848 | 1,207,357 | ||||||
| Intangible assets (note 6) | 3,449,342 | 4,013,561 | ||||||
| Right-of-use assets (notes 2 and 7) | 2,408,572 | - | ||||||
| Goodwill | 3,409,165 | 3,409,165 | ||||||
| Total assets | 37,862,711 | 46,549,872 | ||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | 2,339,451 | 3,912,350 | ||||||
| Deferred revenue | 420,741 | 312,558 | ||||||
| Long-term debt (note 9) | 3,475,358 | 1,339,583 | ||||||
| Provisions (note 8) | 87,741 | 1,352,017 | ||||||
| Other liabilities (notes 9 and 10) | 614,285 | 567,296 | ||||||
| Derivative financial instrument (note 9) | 152,423 | 98,203 | ||||||
| Lease liabilities (notes 2 and 11) | 211,599 | - | ||||||
| Income taxes payable | 164,079 | 297,353 | ||||||
| Total current liabilities | 7,465,677 | 7,879,360 | ||||||
| Long-term debt (note 9) | 8,562,737 | 10,615,662 | ||||||
| Deferred revenue | 658,026 | 379,044 | ||||||
| Provisions (note 8) | 45,162 | 49,319 | ||||||
| Other liabilities (notes 9 and 10) | 432,545 | 1,000,153 | ||||||
| Lease liabilities (notes 2 and 11) | 2,279,037 | - | ||||||
| Total liabilities | 19,443,184 | 19,923,538 | ||||||
| Shareholders’ Equity | ||||||||
| Share capital (note 12) | 120,942,484 | 120,932,404 | ||||||
| Contributed surplus | 17,208,040 | 16,756,294 | ||||||
| Accumulated other comprehensive loss | (86,935 | ) | (28,703 | ) | ||||
| Deficit | (119,644,062 | ) | (111,033,661 | ) | ||||
| Total Shareholders’ Equity | 18,419,527 | 26,626,334 | ||||||
| Total Liabilities and Shareholders’ Equity | 37,862,711 | 46,549,872 | ||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
2
Profound Medical Corp.
Interim Condensed Consolidated Statement of Loss and Comprehensive Loss
(Unaudited)
| Three months ended June 30, 2019 $ |
Three months ended June 30, 2018 $ |
Six months |
Six months |
|||||||||||||
| Revenue | ||||||||||||||||
| Products | 465,840 | 170,931 | 1,813,621 | 543,425 | ||||||||||||
| Services | 108,269 | 42,412 | 236,276 | 46,253 | ||||||||||||
| 574,109 | 213,343 | 2,049,897 | 589,678 | |||||||||||||
| Cost of sales (note 14) | 244,066 | 126,259 | 777,422 | 357,334 | ||||||||||||
| Gross profit | 330,043 | 87,084 | 1,272,475 | 232,344 | ||||||||||||
| Operating Expenses (note 14) | ||||||||||||||||
| Research and development – net of investment tax credits of $nil (2018 – $120,000) | 3,186,355 | 2,347,909 | 5,864,101 | 4,864,690 | ||||||||||||
| General and administrative | 1,586,323 | 2,236,529 | 3,100,436 | 3,539,733 | ||||||||||||
| Selling and distribution – net of revenue share obligation reversal (note 8) | 1,154,869 | 1,113,225 | 625,524 | 2,060,127 | ||||||||||||
| Total operating expenses | 5,927,547 | 5,697,663 | 9,590,061 | 10,464,550 | ||||||||||||
| Operating Loss | 5,597,504 | 5,610,579 | 8,317,586 | 10,232,206 | ||||||||||||
| Other income and expense | ||||||||||||||||
| Finance costs (note 15) | 337,220 | 313,606 | 651,905 | 633,569 | ||||||||||||
| Finance income | (110,790 | ) | (117,357 | ) | (252,671 | ) | (157,161 | ) | ||||||||
| 226,430 | 196,249 | 399,234 | 476,408 | |||||||||||||
| Loss before income taxes | 5,823,934 | 5,806,828 | 8,716,820 | 10,708,614 | ||||||||||||
| Income taxes | 20,200 | 24,200 | 54,000 | 60,600 | ||||||||||||
| Net loss for the period | 5,844,134 | 5,831,028 | 8,770,820 | 10,769,214 | ||||||||||||
| Other comprehensive loss | ||||||||||||||||
| Item that may be reclassified to profit or loss | ||||||||||||||||
| Foreign currency translation adjustment - net of tax | (11,843 | ) | 57,943 | (58,232 | ) | 14,695 | ||||||||||
| Net loss and comprehensive loss for the period | 5,832,291 | 5,888,971 | 8,712,588 | 10,783,909 | ||||||||||||
| Loss per share (note 16) | ||||||||||||||||
| Basic and diluted net loss per share | 0.05 | 0.05 | 0.08 | 0.12 | ||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
3
Profound Medical Corp.
Interim Condensed Consolidated Statement of Changes in Shareholders’ Equity
(Unaudited)
| Number of shares |
Share capital $ |
Contributed surplus $ |
Accumulated other comprehensive income (loss) $ |
Deficit $ |
Total $ |
|||||||||||||||||||
| Balance – January 1, 2018 | 73,117,377 | 98,365,770 | 6,103,970 | (57,929 | ) | (90,270,672 | ) | 14,141,139 | ||||||||||||||||
| Net loss for the period | - | - | - | - | (10,769,214 | ) | (10,769,214 | ) | ||||||||||||||||
| Cumulative translation adjustment – net of tax | - | - | - | 14,695 | - | 14,695 | ||||||||||||||||||
| Exercise of share options | 426,562 | 295,781 | (193,406 | ) | - | - | 102,375 | |||||||||||||||||
| Share-based compensation (note 13) | - | - | 476,931 | - | - | 476,931 | ||||||||||||||||||
| Issuance of units on bought deal financing (note 12) | 34,500,000 | 22,276,555 | 9,767,750 | - | - | 32,044,305 | ||||||||||||||||||
| Balance – June 30, 2018 | 108,043,939 | 120,938,106 | 16,155,245 | (43,234 | ) | (101,039,886 | ) | 36,010,231 | ||||||||||||||||
| Balance – January 1, 2019 | 108,054,939 | 120,932,404 | 16,756,294 | (28,703 | ) | (111,033,661 | ) | 26,626,334 | ||||||||||||||||
| Change in accounting policy for IFRS 16 (note 2) | - | - | - | - | 160,419 | 160,419 | ||||||||||||||||||
| Restated balance – January 1, 2019 | 108,054,939 | 120,932,404 | 16,756,294 | (28,703 | ) | (110,873,242 | ) | 26,786,753 | ||||||||||||||||
| Net loss for the period | - | - | - | - | (8,770,820 | ) | (8,770,820 | ) | ||||||||||||||||
| Cumulative translation adjustment – net of tax | - | - | - | (58,232 | ) | - | (58,232 | ) | ||||||||||||||||
| Exercise of share options | 18,000 | 10,080 | (4,681 | ) | - | - | 5,399 | |||||||||||||||||
| Share-based compensation (note 13) | - | - | 456,427 | - | - | 456,427 | ||||||||||||||||||
| Balance – June 30, 2019 | 108,072,939 | 120,942,484 | 17,208,040 | (86,935 | ) | (119,644,062 | ) | 18,419,527 | ||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
4
Profound Medical Corp.
Interim Condensed Consolidated Statement of Cash Flows
(Unaudited)
| Six months ended June 30, 2019 $ |
Six months ended June 30, 2018 $ |
|||||||
| Operating activities | ||||||||
| Net loss for the period | (8,770,820 | ) | (10,769,214 | ) | ||||
| Adjustments to reconcile net loss to net cash flows from operating activities: | ||||||||
| Depreciation of property and equipment (note 5) | 257,299 | 284,167 | ||||||
| Amortization of intangible assets (note 6) | 564,219 | 564,219 | ||||||
| Depreciation of right-of-use assets (note 7) | 204,126 | - | ||||||
| Share-based compensation (note 13) | 456,427 | 476,931 | ||||||
| Interest and accretion expense (note 15) | 681,258 | 522,215 | ||||||
| Change in deferred rent | - | 20,670 | ||||||
| Deferred revenue | 387,165 | 28,520 | ||||||
| Change in fair value of derivative financial instrument (note 9) | 54,220 | - | ||||||
| Change in fair value of contingent consideration (note 10) | (208,911 | ) | (24,546 | ) | ||||
| Changes in non-cash working capital balances | ||||||||
| Investment tax credits receivable | - | (120,000 | ) | |||||
| Trade and other receivables | (248,171 | ) | 3,227,089 | |||||
| Prepaid expenses and deposits | 63,186 | (93,660 | ) | |||||
| Inventory | 20,277 | (1,144,721 | ) | |||||
| Accounts payable and accrued liabilities | (1,612,144 | ) | (2,320,795 | ) | ||||
| Provisions | (1,219,114 | ) | 151,263 | |||||
| Income taxes payable | (133,274 | ) | 62,089 | |||||
| Net cash flow used in operating activities | (9,504,257 | ) | (9,135,773 | ) | ||||
| Financing activities | ||||||||
| Issuance of common shares | - | 34,500,000 | ||||||
| Transaction costs paid | - | (2,455,695 | ) | |||||
| Payment of other liabilities | (16,203 | ) | (164,389 | ) | ||||
| Payment of long-term debt and interest | (534,709 | ) | (1,953,822 | ) | ||||
| Proceeds from share options exercised | 5,399 | 102,375 | ||||||
| Payment of lease liabilities | (143,943 | ) | - | |||||
| Total cash (used in) from financing activities | (689,456 | ) | 30,028,469 | |||||
| Net change in cash during the period | (10,193,713 | ) | 20,892,696 | |||||
| Cash – Beginning of period | 30,687,183 | 11,103,223 | ||||||
| Cash – End of period | 20,493,470 | 31,995,919 | ||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
5
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
| 1 | Description of business |
Profound Medical Corp. (Profound) and its subsidiaries (together, the Company) were incorporated under the Ontario Business Corporations Act on July 16, 2014. The Company is a medical technology company developing treatments to ablate the prostate gland, uterine fibroids and nerves for palliative pain relief for patients with metastatic bone disease.
The Company’s registered address is 2400 Skymark Avenue, Unit 6, Mississauga, Ontario, L4W 5K5.
| 2 | Summary of significant accounting policies and basis of preparation |
Basis of preparation
These interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS), applicable to the preparation of interim condensed consolidated financial statements, including International Accounting Standard (IAS) 34, Interim Financial Reporting. These interim condensed consolidated financial statements are presented in Canadian dollars and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2018, which were prepared in accordance with IFRS.
These interim condensed consolidated financial statements were authorized for issue by the Board of Directors on August 14, 2019.
The interim condensed consolidated financial statements were prepared on a going concern basis under the historical cost convention.
The accounting policies adopted are consistent with those of the previous financial year except as noted below.
A new standard became applicable for the current reporting period and the Company had to change its accounting policies as a result. The impact of the adoption of this standard and the new accounting policy is disclosed below.
| · | IFRS 16, Leases (IFRS 16) |
IFRS 16 sets out the principles for the recognition, measurement and disclosure of leases. IFRS 16 provides revised guidance on identifying a lease and for separating lease and non-lease components of a contract. IFRS 16 introduces a single accounting model for all lessees, thereby removing the distinction between operating and finance leases. IFRS 16 requires a lessee to recognize an asset (right-to-use the leased item) and a financial liability to pay rentals on the interim condensed consolidated balance sheets with terms of more than 12 months, unless the underlying asset is of low value. The standard permits either a full retrospective or a modified retrospective approach for the adoption. IFRS 16 was effective for annual periods beginning on or after January 1, 2019.
6
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
The Company has adopted IFRS 16 retrospectively from January 1, 2019, but has not restated comparative information, as permitted under the specific transitional provisions in the standard in accordance with the modified retrospective approach for adoption. The reclassifications and the adjustments arising from the new leasing standard are therefore recognized in the opening interim condensed consolidated balance sheet on January 1, 2019.
Adjustments recognized on adoption of IFRS 16
On adoption of IFRS 16, the Company recognized lease liabilities in relation to leases, which had previously been classified as operating leases under the principles of IAS 17, Leases (IAS 17). These liabilities were measured at the present value of the remaining lease payments, discounted using the incremental borrowing rate as of January 1, 2019. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on January 1, 2019 was 4%.
| $ | ||||
| Operating lease commitments as at December 31, 2018 | 3,313,292 | |||
| Asset retirement obligation | 111,100 | |||
| Discounted using the Company’s average incremental borrowing rate of 4.0% | (836,665 | ) | ||
| Lease liabilities recognized as at January 1, 2019 | 2,587,727 | |||
The change in accounting policy affected the following items in the interim condensed consolidated balance sheet on January 1, 2019:
| Increase (decrease) $ |
||||
| Right-of-use assets | 2,616,773 | |||
| Lease liabilities | 2,587,727 | |||
| Prepaid expenses and deposits | (210,000 | ) | ||
| Provisions | (49,319 | ) | ||
| Other liabilities | (292,054 | ) | ||
| Deficit | 160,419 | |||
Practical expedients applied
The Company has elected to apply the practical expedient not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value assets. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term.
The Company has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date, the Company has relied on its assessment made applying IAS 17 and IFRIC 4, Determining whether an Arrangement contains a Lease.
7
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
Accounting policy
At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. Lease terms range from four to ten years for offices. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
8
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
| 3 | Trade and other receivables |
The trade and other receivables balance comprises the following:
| June 30, 2019 $ |
December 31, 2018 $ |
|||||||
| Trade receivables | 2,350,477 | 1,791,688 | ||||||
| Interest receivable | 33,877 | 55,730 | ||||||
| Indirect tax receivables | 510,851 | 565,832 | ||||||
| Other receivables | 39,078 | 272,862 | ||||||
| Total trade and other receivables | 2,934,283 | 2,686,112 | ||||||
Amounts past due represent trade receivables past due based on the customer’s contractual terms. The Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables. At June 30, 2019 and December 31, 2018, there were no trade receivables that are past due.
| 4 | Inventory |
| June 30, 2019 $ |
December 31, 2018 $ |
|||||||
| Finished goods | 2,017,634 | 2,305,746 | ||||||
| Raw materials | 1,633,565 | 1,383,572 | ||||||
| Inventory provision | (39,853 | ) | (57,695 | ) | ||||
| Total inventory | 3,611,346 | 3,631,623 | ||||||
During the three and six months ended June 30, 2019, $254,319 and $726,402 (three and six months ended June 30, 2018, $61,198 and $330,696, respectively) of inventory was recognized in cost of sales. The Company decreased its inventory provision by $3,606 and $17,842 during the three and six months ended June 30, 2019 (three and six months ended June 30, 2018 – decrease of $2,198 and $40,549). There were no other inventory writedowns charged to cost of sales during the period ended June 30, 2019.
9
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
| 5 | Property and equipment |
Property and equipment consist of the following:
|
Furniture and fittings $ |
Research and manufact- equipment $ |
Leasehold improve- $ |
Computer equipment $ |
Computer software $ |
Total $ |
|||||||||||||||||||
| At January 1, 2019 | ||||||||||||||||||||||||
| Cost | 235,169 | 1,386,692 | 718,742 | 212,541 | 176,462 | 2,729,606 | ||||||||||||||||||
| Accumulated depreciation | (138,604 | ) | (815,450 | ) | (182,235 | ) | (209,498 | ) | (176,462 | ) | (1,522,249 | ) | ||||||||||||
| Net book value | 96,565 | 571,242 | 536,507 | 3,043 | - | 1,207,357 | ||||||||||||||||||
| Six months ended June 30, 2019 | ||||||||||||||||||||||||
| Opening net book value | 96,565 | 571,242 | 536,507 | 3,043 | - | 1,207,357 | ||||||||||||||||||
| Foreign exchange | - | (35,210 | ) | - | - | - | (35,210 | ) | ||||||||||||||||
| Depreciation | (19,159 | ) | (200,734 | ) | (34,641 | ) | (2,765 | ) | - | (257,299 | ) | |||||||||||||
| Closing net book value | 77,406 | 335,298 | 501,866 | 278 | - | 914,848 | ||||||||||||||||||
| At June 30, 2019 | ||||||||||||||||||||||||
| Cost | 235,169 | 1,388,922 | 718,742 | 212,541 | 176,462 | 2,731,836 | ||||||||||||||||||
| Accumulated depreciation | (157,763 | ) | (1,053,624 | ) | (216,876 | ) | (212,263 | ) | (176,462 | ) | (1,816,988 | ) | ||||||||||||
| Net book value | 77,406 | 335,298 | 501,866 | 278 | - | 914,848 | ||||||||||||||||||
| 6 | Intangible assets |
Intangible assets consist of the following:
| Exclusive licence agreement $ |
Software $ |
Proprietary technology $ |
Brand $ |
Total $ |
||||||||||||||||
| As at January 1, 2019 | ||||||||||||||||||||
| Cost | 50,000 | 257,254 | 4,489,295 | 883,140 | 5,679,689 | |||||||||||||||
| Accumulated amortization | (25,000 | ) | (118,938 | ) | (1,271,967 | ) | (250,223 | ) | (1,666,128 | ) | ||||||||||
| Net book value | 25,000 | 138,316 | 3,217,328 | 632,917 | 4,013,561 | |||||||||||||||
| Six months ended June 30, 2019 | ||||||||||||||||||||
| Opening net book value | 25,000 | 138,316 | 3,217,328 | 632,917 | 4,013,561 | |||||||||||||||
| Amortization | (1,250 | ) | (25,725 | ) | (448,929 | ) | (88,315 | ) | (564,219 | ) | ||||||||||
| Closing net book value | 23,750 | 112,591 | 2,768,399 | 544,602 | 3,449,342 | |||||||||||||||
| As at June 30, 2019 | ||||||||||||||||||||
| Cost | 50,000 | 257,254 | 4,489,295 | 883,140 | 5,679,689 | |||||||||||||||
| Accumulated amortization | (26,250 | ) | (144,663 | ) | (1,720,896 | ) | (338,538 | ) | (2,230,347 | ) | ||||||||||
| Net book value | 23,750 | 112,591 | 2,768,399 | 544,602 | 3,449,342 | |||||||||||||||
10
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
| 7 | Right-of-use assets |
| Leased premises $ |
||||
| As at January 1, 2019 | ||||
| Cost | 2,616,773 | |||
| Accumulated depreciation | - | |||
| Net book value | 2,616,773 | |||
| Six months ended June 30, 2019 | ||||
| Opening net book value | 2,616,773 | |||
| Foreign exchange | (4,075 | ) | ||
| Depreciation | (204,126 | ) | ||
| Closing net book value | (2,408,572 | ) | ||
| As at June 30, 2019 | ||||
| Cost | 2,616,773 | |||
| Accumulated depreciation | (208,201 | ) | ||
| Net book value | 2,408,572 | |||
The Company leases office premises in Mississauga, Canada and Vantaa, Finland. These lease agreements are typically entered into for four to ten-year periods.
| 8 | Provisions |
| Asset retirement obligation $ |
Revenue share obligation $ |
Warranty provision $ |
Total $ |
|||||||||||||
| As at January 1, 2019 | 49,319 | 1,241,657 | 110,360 | 1,401,336 | ||||||||||||
| Change in accounting policy for IFRS 16 (note 2) | (49,319 | ) | - | - | (49,319 | ) | ||||||||||
| Restated balance as at January 1, 2019 | - | 1,241,657 | 110,360 | 1,352,017 | ||||||||||||
| Additions | - | - | 65,922 | 65,922 | ||||||||||||
| Expiry | - | (1,241,657 | ) | (40,998 | ) | (1,282,655 | ) | |||||||||
| Foreign exchange | - | - | (2,381 | ) | (2,381 | ) | ||||||||||
| As at June 30, 2019 | - | - | 132,903 | 132,903 | ||||||||||||
| Less: Current portion | - | - | 87,741 | 87,741 | ||||||||||||
| Long-term portion | - | - | 45,162 | 45,162 | ||||||||||||
Asset retirement obligation
The asset retirement obligation was related to the Company’s leasehold improvements. This amount was transferred as part of the adoption of IFRS 16 (note 2).
11
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
Revenue share obligation
During January 2019, the Company replaced the original co-marketing and co-selling agreement with Siemens with a new agreement. Under the new agreement, all prior financial commitments and obligations owed to Siemens are released and replaced with a non-exclusive licence resulting in a one-time fixed licence fee of US$100,000 and a per annum payment per device interfaced to a Siemens MRI scanner. In exchange for the one-time fixed licence fee and per annum payments, the Company obtained a non-exclusive licence and reasonable support for the term of the agreement.
Warranty provision
The warranty provision is related to the Company’s estimate of future warranty obligations on product sales, which generally have a term of 12 to 24 months.
| 9 | Long-term debt |
A summary of the long-term debt is as follows:
| June 30, 2019 $ |
December 31, 2018 $ |
|||||||
| CIBC loan | 12,038,095 | 11,955,245 | ||||||
| Less: Current portion | 3,475,358 | 1,339,583 | ||||||
| Long-term portion | 8,562,737 | 10,615,662 | ||||||
On July 30, 2018, the Company signed a term loan agreement with CIBC Innovation Banking (CIBC) to provide a secured loan for total initial gross proceeds of $12,500,000 maturing on July 29, 2022 with an interest rate based on prime plus 2.5%. The Company is required to make interest only payments until October 31, 2019 and monthly repayments on the principal of $378,788 plus accrued interest commencing on October 31, 2019. All obligations of the Company under the term loan agreement are guaranteed by current and future subsidiaries of the Company and include security of first priority interests in the assets of the Company and its subsidiaries. The Company has the ability to draw an additional $6,250,000 subject to the achievement of certain financing and product development milestones. The Company has a financial covenant in relation to the CIBC loan where unrestricted cash is required to be greater than operating cash expenditures for a trailing three-month period, reported on a monthly basis. The Company is in compliance with this financial covenant as at June 30, 2019.
12
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
| June 30, 2019 $ |
December 31, 2018 $ |
|||||||
| Balance – Beginning of period | 11,955,245 | - | ||||||
| Proceeds received | - | 12,500,000 | ||||||
| Transaction costs | - | (930,520 | ) | |||||
| Interest and accretion expense | 617,559 | 517,409 | ||||||
| Repayment | (534,709 | ) | (131,644 | ) | ||||
| Balance – End of period | 12,038,095 | 11,955,245 | ||||||
| Less: Current portion | 3,475,358 | 1,339,583 | ||||||
| Long-term portion | 8,562,737 | 10,615,662 | ||||||
In connection with this term loan agreement on July 31, 2018, the Company also issued 321,714 common share purchase warrants to CIBC, with each warrant entitling the holder to acquire one common share at a price of $0.97 per common share until the date that is 60 months from the closing of the term loan agreement, with a cashless exercise feature. The cashless exercise feature causes the conversion ratio to be variable and the warrants are therefore classified as a financial liability. Gains and losses on the warrants are recorded within finance costs on the interim condensed consolidated statements of loss and comprehensive loss. A pricing model with observable market based inputs was used to estimate the fair value of the warrants issued. The estimated fair value of the warrants as at June 30, 2019 and December 31, 2018 was $152,423 and $98,203, respectively. The variables used to determine the fair values are as follows:
| June 30, 2019 |
December 31, 2018 |
|||||||
| Share price | $ | 0.79 | $ | 0.55 | ||||
| Volatility | 88 | % | 86 | % | ||||
| Expected life of warrants | 4.1 years | 4.6 years | ||||||
| Risk free interest rate | 1.41 | % | 1.88 | % | ||||
| Dividend yield | - | - | ||||||
The Federal Economic Development Agency (FedDev) loan with total proceeds of $867,000 was unsecured and non-interest bearing. The final repayment of $563,550 was made on July 25, 2018.
During the three and six months ended June 30, 2019 and 2018, the Company recognized $nil of interest and accretion expense on this loan (three and six months ended June 30, 2018 - $77,783 and $90,775, respectively).
The Health Technology Exchange (HTX) loans with total proceeds of $1,500,000 were unsecured and bore interest at 4.50% per annum. The final repayment of $1,094,698, including accrued interest, was made on March 31, 2018.
During the three and six months ended June 30, 2019 and 2018, the Company recognized $nil of interest and accretion expense on these loans (three and six months ended June 30, 2018 - $nil and $18,078, respectively).
13
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
On April 30, 2015, Profound Medical Inc. signed an agreement with Knight Therapeutics Inc. (Knight) to provide a secured loan of $4,000,000 (the Knight Loan) for an initial period of four years with an interest rate of 15% per annum, with payments of interest and principal deferred until June 30, 2017. As part of the agreement, Knight was also granted a royalty of 0.5% on net sales resulting from global sales of the Company’s products until May 20, 2019 (the royalty). In addition, the Company also entered into a distribution, licence and supply agreement with Knight pursuant to which Knight will act as the exclusive distributor of the Company’s product in Canada for an initial ten-year term, renewable for successive ten-year terms by either party. In connection with these arrangements, the Company issued to Knight 4% of the common shares of the Company (1,717,450 common shares). On July 25, 2018, the full amount of the Knight Loan, including prepayment fees, was repaid for a total payment of $3,188,023.
The royalty was initially recorded at fair value and was subsequently carried at amortized cost using the effective interest rate method. The initial fair value of the royalty was determined using future revenue forecasts for the term of the loan and a discount rate of 18%. During the three and six months ended June 30, 2019, the Company revised the fair value of the royalty, using future revenue forecasts for the term of the loan and a discount rate of 18%, and recognized an interest accretion recovery of $6,361 and $3,450, respectively (three and six months ended June 30, 2018 - accretion recovery of $7,931 and $3,383, respectively). This liability is included within other liabilities on the interim condensed consolidated balance sheets.
| 10 | Other liabilities |
| Knight royalty payable $ |
Contingent consideration $ |
Deferred rent $ |
Total $ |
|||||||||||||
| As at January 1, 2019 | 19,653 | 1,255,741 | 292,055 | 1,567,449 | ||||||||||||
| Change in accounting policy for IFRS 16 (note 2) | - | - | (292,055 | ) | (292,055 | ) | ||||||||||
| Restated balance as at January 1, 2019 | 19,653 | 1,255,741 | - | 1,275,394 | ||||||||||||
| Amounts paid | (16,203 | ) | - | - | (16,203 | ) | ||||||||||
| Change in fair value | - | (208,911 | ) | - | (208,911 | ) | ||||||||||
| Accretion recovery (note 15) | (3,450 | ) | - | - | (3,450 | ) | ||||||||||
| As at June 30, 2019 | - | 1,046,830 | - | 1,046,830 | ||||||||||||
| Less: Current portion | - | 614,285 | - | 614,285 | ||||||||||||
| Long-term portion | - | 432,545 | - | 432,545 | ||||||||||||
Knight royalty payable
As part of the Knight Loan, Knight was granted a royalty of 0.5% on net sales resulting from global sales of the Company’s products until May 20, 2019.
Contingent consideration
On July 31, 2017, the Company entered into an Asset and Share Purchase Agreement (the agreement) to acquire all of the issued and outstanding shares and certain assets of Royal Philips’ (Philips) Sonalleve MR-HIFU business (Sonalleve). The agreement includes certain contingent consideration payments payable monthly in euro tied to future revenue levels of the Sonalleve business summarized as follows:
14
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
| · | 5% of revenue between the date of acquisition and December 31, 2017; |
| · | 6% of revenue during the year ending December 31, 2018; |
| · | 7% of revenue during the years ending December 31, 2019 and 2020; and |
| · | if total revenues are in excess of a defined amount from the date of acquisition to December 31, 2020, then the Company will be required to pay 7% of revenue from the date of acquisition to December 31, 2019. |
The contingent consideration is classified as a Level 3 financial liability within the fair value hierarchy given its fair value is estimated using the discounted value of estimated future payments. The key assumptions in valuing the contingent consideration include: estimated projected net sales; the likelihood of certain levels being reached; and a discount rate of 15%.
Deferred rent
The deferred rent obligation was related to the Company’s straight-line rent accrual for its current premises. This amount was transferred as part of the adoption of IFRS 16 (note 2).
| 11 | Lease liabilities |
| June 30, 2019 $ |
||||
| As at January 1, 2019 | 2,587,727 | |||
| Repayments | (143,943 | ) | ||
| Foreign exchange | (20,297 | ) | ||
| Interest and accretion expense | 67,149 | |||
| Balance – End of period | 2,490,636 | |||
| Less: Current portion | 211,599 | |||
| Long-term portion | 2,279,037 | |||
| 12 | Share capital |
Common shares
The Company is authorized to issue an unlimited number of common shares.
Issued and outstanding (with no par value)
| June 30, 2019 $ |
December 31, 2018 $ |
|||||||
| 108,072,939 (December 31, 2018 – 108,054,939) common shares | 120,942,484 | 120,932,404 | ||||||
15
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
Warrants
As a result of the March 20, 2018 bought deal financing, 17,250,000 warrants were issued.
A summary of warrants outstanding is shown below:
| Number of warrants |
Weighted average exercise price $ |
Weighted average remaining contractual life (years) |
||||||||||
| Balance – January 1, 2019 and June 30, 2019 | 22,571,714 | 1.39 | 3.17 | |||||||||
| 13 | Share-based payments |
Share options
Compensation expense related to share options for the three and six months ended June 30, 2019 was $383,789 and $456,427, respectively (three and six months ended June 30, 2018 - $235,873 and $476,931, respectively).
A summary of the share option changes during the period presented and the total number of share options outstanding as at those dates are set forth below:
|
Number of options |
Weighted average exercise price $ |
|||||||
| Balance – January 1, 2019 | 6,244,779 | 1.13 | ||||||
| Granted | 4,982,400 | 0.92 | ||||||
| Exercised | (18,000 | ) | 0.30 | |||||
| Forfeited/expired | (835,250 | ) | 1.06 | |||||
| Balance – June 30, 2019 | 10,373,929 | 1.04 | ||||||
The company estimated the fair value of the share options granted during the period using the Black-Scholes option pricing model with the weighted average assumptions below. Due to the absence of company-specific volatility rates for the expected life of the share options, the company chose comparable companies in the medical device industry.
| May 15, 2019 |
May 16, 2019 |
|||||||
| Share price on date of issuance | $ | 0.91 | $ | 0.94 | ||||
| Expected volatility | 82 | % | 82 | % | ||||
| Expected life of share options | 6 years | 6 years | ||||||
| Risk-free interest rate | 1.59 | % | 1.59 | % | ||||
| Dividend yield | - | - | ||||||
| Number of share options issued | 133,000 | 4,849,400 | ||||||
16
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
The following table summarizes information about the share options outstanding as at June 30, 2019:
|
Exercise price $ |
Number of options outstanding |
Weighted average remaining contractual life (years) |
Number of options exercisable |
|||||||||
| 0.24 | 212,750 | 3.19 | 212,750 | |||||||||
| 0.60 | 33,000 | 9.40 | - | |||||||||
| 0.85 | 315,000 | 8.38 | 124,663 | |||||||||
| 0.91 | 133,000 | 9.88 | - | |||||||||
| 0.92 | 4,849,400 | 9.88 | - | |||||||||
| 0.93 | 500,000 | 9.16 | - | |||||||||
| 0.97 | 66,000 | 7.82 | 55,000 | |||||||||
| 0.99 | 28,000 | 8.75 | 8,747 | |||||||||
| 1.02 | 115,500 | 8.97 | 71,500 | |||||||||
| 1.10 | 1,971,724 | 7.47 | 1,243,874 | |||||||||
| 1.19 | 518,000 | 8.90 | 140,291 | |||||||||
| 1.35 | 132,500 | 7.15 | 107,961 | |||||||||
| 1.46 | 934,055 | 7.15 | 661,622 | |||||||||
| 1.50 | 565,000 | 6.17 | 528,621 | |||||||||
| 10,373,929 | 8.64 | 3,155,029 | ||||||||||
| 14 | Nature of expenses |
|
Three months |
Three months |
Six months |
Six months |
|||||||||||||
| Production and manufacturing costs | 68,171 | 45,537 | 464,477 | 237,590 | ||||||||||||
| Salaries and benefits | 2,473,969 | 2,657,601 | 5,012,176 | 5,095,979 | ||||||||||||
| Consulting fees | 1,378,418 | 1,286,739 | 2,297,765 | 2,552,083 | ||||||||||||
| Research and development expense | 613,821 | 266,463 | 1,096,785 | 320,255 | ||||||||||||
| Sales and marketing expenses | 368,339 | 427,721 | (696,955 | ) | 685,885 | |||||||||||
| Amortization and depreciation | 516,350 | 424,548 | 1,026,028 | 848,386 | ||||||||||||
| Share-based compensation | 383,789 | 235,873 | 456,427 | 476,931 | ||||||||||||
| Rent | 125,974 | 193,075 | 216,133 | 348,741 | ||||||||||||
| Other expenses | 242,782 | 286,365 | 494,647 | 256,035 | ||||||||||||
| 6,171,613 | 5,823,922 | 10,367,483 | 10,821,885 | |||||||||||||
17
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
| 15 | Finance costs |
| Three months ended June 30, 2019 $ |
Three months ended June 30, 2018 $ |
Six months |
Six months |
|||||||||||||
| Knight loan (note 9) | - | 264,766 | - | 416,745 | ||||||||||||
| Change in fair value of contingent consideration | (185,197 | ) | (73,193 | ) | (208,911 | ) | (24,546 | ) | ||||||||
| CIBC loan (note 9) | 312,050 | - | 617,559 | - | ||||||||||||
| HTX and FedDev loans (note 9) | - | 77,783 | - | 108,853 | ||||||||||||
| Change in fair value of derivative financial instrument (note 9) | (3,251 | ) | - | 54,220 | - | |||||||||||
| Lease liability interest expense (note 11) | 33,556 | - | 67,149 | - | ||||||||||||
| Royalty interest accretion recovery (note 9 and 10) | (6,361 | ) | (7,931 | ) | (3,450 | ) | (3,383 | ) | ||||||||
| Provisions (note 8) | - | 1,261 | - | 2,488 | ||||||||||||
| Foreign exchange (gain) loss | 186,423 | 50,920 | 125,338 | 133,412 | ||||||||||||
| 337,220 | 313,606 | 651,905 | 633,569 | |||||||||||||
| 16 | Loss per share |
The following table shows the calculation of basic and diluted loss per share:
|
Three months |
Three months |
Six months |
Six months |
|||||||||||||
| Net loss for the period | 5,844,134 | 5,831,028 | 8,770,820 | 10,769,214 | ||||||||||||
| Weighted average number of common shares | 108,061,539 | 107,727,319 | 108,058,221 | 92,614,640 | ||||||||||||
| Basic and diluted loss per share | 0.05 | 0.05 | 0.08 | 0.12 | ||||||||||||
For the periods noted above, the computation of diluted loss per share is equal to the basic loss per share due to the anti-dilutive effect of the share options and warrants.
Of the 10,373,929 (June 30, 2018 – 5,535,029) share options and 22,571,714 (June 30, 2018 – 22,250,000) warrants not included in the calculation of diluted loss per share for the period ended June 30, 2019, 25,726,743 (June 30, 2018 – 24,347,875) were exercisable.
18
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
| 17 | Related party transactions |
Key management includes the Company’s directors and senior management team. The remuneration of directors and the senior management team was as follows:
|
Three months |
Three months |
Six months |
Six months |
|||||||||||||
| Salaries and employee benefits | 347,258 | 705,127 | 696,848 | 908,853 | ||||||||||||
| Termination benefits | - | - | - | 114,750 | ||||||||||||
| Directors’ fees | 37,500 | 20,084 | 75,000 | 40,031 | ||||||||||||
| Share-based compensation | 315,536 | 228,792 | 372,170 | 401,596 | ||||||||||||
| 700,294 | 954,003 | 1,144,018 | 1,456,230 | |||||||||||||
Executive employment agreements allow for additional payments in the event of a liquidity event, or if the executive is terminated without cause.
| 18 | Segment reporting |
The Company’s operations are categorized into one industry segment, which is medical technology focused on magnetic resonance guided ablation procedures for the treatment of prostate disease, uterine fibroids and palliative pain treatment for patients with metastatic bone disease. The Company is managed geographically in Canada, Germany and Finland.
For the three-month period ended June 30, 2019:
| Canada $ |
Germany $ |
Finland $ |
Total $ |
|||||||||||||
| Revenue | ||||||||||||||||
| Product | 351,822 | 114,018 | - | 465,840 | ||||||||||||
| Services | 19,590 | 88,679 | - | 108,269 | ||||||||||||
| 371,412 | 202,697 | - | 574,109 | |||||||||||||
| Cost of sales | 59,698 | 184,368 | - | 244,066 | ||||||||||||
| Gross profit | 311,714 | 18,329 | - | 330,043 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | 2,548,997 | - | 637,358 | 3,186,355 | ||||||||||||
| General and administrative | 1,507,414 | - | 78,909 | 1,586,323 | ||||||||||||
| Selling and distribution | 659,343 | 412,861 | 82,665 | 1,154,869 | ||||||||||||
| Total operating expense | 4,715,754 | 412,861 | 798,932 | 5,927,547 | ||||||||||||
| Operating loss | 4,404,040 | 394,532 | 798,932 | 5,597,504 | ||||||||||||
| Net finance costs | 226,430 | |||||||||||||||
| Loss for the period before income taxes | 5,823,934 | |||||||||||||||
19
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
For the six-month period ended June 30, 2019:
| Canada $ |
Germany $ |
Finland $ |
Total $ |
|||||||||||||
| Revenue | ||||||||||||||||
| Product | 1,289,131 | 524,490 | - | 1,813,621 | ||||||||||||
| Services | 31,768 | 204,508 | - | 236,276 | ||||||||||||
| 1,320,899 | 728,998 | - | 2,049,897 | |||||||||||||
| Cost of sales | 215,140 | 562,282 | - | 777,422 | ||||||||||||
| Gross profit | 1,105,759 | 166,716 | - | 1,272,475 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | 4,444,216 | - | 1,419,885 | 5,864,101 | ||||||||||||
| General and administrative | 2,908,411 | - | 192,025 | 3,100,436 | ||||||||||||
| Selling and distribution | (332,591 | ) | 789,449 | 168,666 | 625,524 | |||||||||||
| Total operating expense | 7,020,035 | 789,449 | 1,780,577 | 9,590,061 | ||||||||||||
| Operating loss | 5,914,276 | 622,733 | 1,780,577 | 8,317,586 | ||||||||||||
| Net finance costs | 399,234 | |||||||||||||||
| Loss for the period before income taxes | 8,716,820 | |||||||||||||||
For the three-month period ended June 30, 2018:
| Canada $ |
Germany $ |
Finland $ |
Total $ |
|||||||||||||
| Revenue | ||||||||||||||||
| Product | - | 170,931 | - | 170,931 | ||||||||||||
| Services | 12,119 | 30,293 | - | 42,412 | ||||||||||||
| 12,119 | 201,224 | - | 213,343 | |||||||||||||
| Cost of sales | - | 126,259 | - | 126,259 | ||||||||||||
| Gross profit | 12,119 | 74,965 | - | 87,084 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | 2,009,586 | - | 338,323 | 2,347,909 | ||||||||||||
| General and administrative | 2,236,529 | - | - | 2,236,529 | ||||||||||||
| Selling and distribution | 599,998 | 333,040 | 180,187 | 1,113,225 | ||||||||||||
| Total operating expense | 4,846,113 | 333,040 | 518,510 | 5,697,663 | ||||||||||||
| Operating loss | 4,833,994 | 258,075 | 518,510 | 5,610,579 | ||||||||||||
| Net finance costs | 196,249 | |||||||||||||||
| Loss for the period before income taxes | 5,806,828 | |||||||||||||||
20
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2019
For the six-month period ended June 30, 2018:
| Canada $ |
Germany $ |
Finland $ |
Total $ |
|||||||||||||
| Revenue | ||||||||||||||||
| Product | - | 543,425 | - | 543,425 | ||||||||||||
| Services | 12,119 | 34,134 | - | 46,253 | ||||||||||||
| 12,119 | 577,559 | - | 589,678 | |||||||||||||
| Cost of sales | - | 357,334 | - | 357,334 | ||||||||||||
| Gross profit | 12,119 | 220,225 | - | 232,344 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | 3,835,311 | - | 1,029,379 | 4,864,690 | ||||||||||||
| General and administrative | 3,359,195 | - | 180,538 | 3,539,733 | ||||||||||||
| Selling and distribution | 1,003,598 | 726,324 | 330,205 | 2,060,127 | ||||||||||||
| Total operating expense | 8,198,104 | 726,324 | 1,540,122 | 10,464,550 | ||||||||||||
| Operating loss | 8,185,985 | 506,099 | 1,540,122 | 10,232,206 | ||||||||||||
| Net finance costs | 476,408 | |||||||||||||||
| Loss for the period before income taxes | 10,708,614 | |||||||||||||||
Other financial information by segment as at June 30, 2019:
| Canada $ |
Germany $ |
Finland $ |
Total $ |
|||||||||||||
| Total assets | 34,015,086 | 896,755 | 2,950,871 | 37,862,711 | ||||||||||||
| Goodwill and intangible assets | 6,858,507 | - | - | 6,858,507 | ||||||||||||
| Property and equipment | 662,624 | - | 252,224 | 914,848 | ||||||||||||
| Right-of-use assets | 2,127,101 | - | 281,471 | 2,408,572 | ||||||||||||
| Amortization of intangible assets | 564,219 | - | - | 564,219 | ||||||||||||
| Depreciation of property and equipment | 134,672 | 267 | 122,360 | 257,299 | ||||||||||||
| Depreciation of right-of-use asset | 146,697 | - | 57,429 | 204,126 | ||||||||||||
Other financial information by segment as at December 31, 2018:
| Canada $ |
Germany $ |
Finland $ |
Total $ |
|||||||||||||
| Total assets | 42,437,691 | 1,093,184 | 3,018,997 | 46,549,872 | ||||||||||||
| Goodwill and intangible assets | 7,422,726 | - | - | 7,422,726 | ||||||||||||
| Property and equipment | 797,296 | 266 | 409,795 | 1,207,357 | ||||||||||||
| Amortization of intangible assets | 1,128,437 | - | - | 1,128,437 | ||||||||||||
| Depreciation of property and equipment | 296,093 | 3,100 | 246,808 | 546,001 | ||||||||||||
21