EXHIBIT 99.1
Published on August 10, 2020
Exhibit 99.1
PROFOUND MEDICAL CORP.
INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
JUNE 30, 2020
PRESENTED IN CANADIAN DOLLARS
Profound Medical Corp. |
Interim Condensed Consolidated Balance Sheets |
(Unaudited) |
June 30, 2020 $ |
December 31, 2019 $ |
|||||||
Assets | ||||||||
Current assets | ||||||||
Cash | 55,964,086 | 19,222,195 | ||||||
Trade and other receivables (note 3) | 4,594,426 | 4,058,136 | ||||||
Investment tax credits receivable | 240,000 | 240,000 | ||||||
Inventory (note 4) | 6,781,987 | 4,764,458 | ||||||
Prepaid expenses and deposits | 583,891 | 1,335,620 | ||||||
Total current assets | 68,164,390 | 29,620,409 | ||||||
Property and equipment (note 5) | 663,366 | 684,718 | ||||||
Intangible assets (note 6) | 2,551,997 | 3,128,820 | ||||||
Right-of-use assets (note 7) | 2,012,198 | 2,199,381 | ||||||
Goodwill | 3,409,165 | 3,409,165 | ||||||
Total assets | 76,801,116 | 39,042,493 | ||||||
Liabilities | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities | 2,742,942 | 3,933,114 | ||||||
Deferred revenue | 1,028,766 | 654,763 | ||||||
Long-term debt (note 8) | - | 5,144,461 | ||||||
Warranty provision | 129,871 | 134,956 | ||||||
Other liabilities (note 9) | 106,513 | 286,858 | ||||||
Derivative financial instrument (note 8) | 487,235 | 254,769 | ||||||
Lease liabilities (note 10) | 346,587 | 258,685 | ||||||
Income taxes payable | 5,856 | 15,763 | ||||||
Total current liabilities | 4,847,770 | 10,683,369 | ||||||
Long-term debt (note 8) | - | 6,719,924 | ||||||
Deferred revenue | 490,835 | 829,784 | ||||||
Warranty provision | 28,509 | 19,005 | ||||||
Lease liabilities (note 10) | 1,937,279 | 2,125,873 | ||||||
Total liabilities | 7,304,393 | 20,377,955 | ||||||
Shareholders’ Equity | ||||||||
Share capital (note 11) | 194,991,770 | 130,266,880 | ||||||
Contributed surplus | 16,483,466 | 19,580,338 | ||||||
Accumulated other comprehensive gain/(loss) | 42,201 | (117,188 | ) | |||||
Deficit | (142,020,714 | ) | (131,065,492 | ) | ||||
Total Shareholders’ Equity | 69,496,723 | 18,664,538 | ||||||
Total Liabilities and Shareholders’ Equity | 76,801,116 | 39,042,493 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements. |
Profound Medical Corp. |
Interim Condensed Consolidated Statements of Loss and Comprehensive Loss |
(Unaudited) |
Three months ended June 30, 2020 $ |
Three months ended June 30, 2019 $ |
Six months ended June 30, 2020 $ |
Six months ended June 30, 2019 $ |
|||||||||||||
Revenue | ||||||||||||||||
Products | 1,131,801 | 465,840 | 2,489,340 | 1,813,621 | ||||||||||||
Services | 191,554 | 108,269 | 353,148 | 236,276 | ||||||||||||
Pay per procedure | 97,868 | - | 138,953 | - | ||||||||||||
1,421,223 | 574,109 | 2,981,441 | 2,049,897 | |||||||||||||
Cost of sales (note 12) | 845,392 | 244,066 | 1,811,000 | 777,422 | ||||||||||||
Gross profit | 575,831 | 330,043 | 1,170,441 | 1,272,475 | ||||||||||||
Operating Expenses (note 13) | ||||||||||||||||
Research and development | 2,383,867 | 3,186,355 | 5,223,084 | 5,864,101 | ||||||||||||
General and administrative | 2,275,087 | 1,586,323 | 5,328,314 | 3,100,436 | ||||||||||||
Selling and distribution | 1,375,488 | 1,154,869 | 2,629,817 | 625,524 | ||||||||||||
Total operating expenses | 6,034,442 | 5,927,547 | 13,181,215 | 9,590,061 | ||||||||||||
Operating Loss | 5,458,611 | 5,597,504 | 12,010,774 | 8,317,586 | ||||||||||||
Net finance (income)/costs (note 14) | 1,696,118 | 226,430 | (1,372,087 | ) | 399,234 | |||||||||||
Loss before income taxes | 7,154,729 | 5,823,934 | 10,638,687 | 8,716,820 | ||||||||||||
Income taxes | 192,800 | 20,200 | 316,535 | 54,000 | ||||||||||||
Net loss for the period | 7,347,529 | 5,844,134 | 10,955,222 | 8,770,820 | ||||||||||||
Other comprehensive loss (income) | ||||||||||||||||
Item that may be reclassified to profit or loss | ||||||||||||||||
Foreign currency translation adjustment - net of tax of $nil (2019 - $nil) | (25,728 | ) | (11,843 | ) | 159,389 | (58,232 | ) | |||||||||
Net loss and comprehensive loss for the period | 7,321,801 | 5,832,291 | 11,114,611 | 8,712,588 | ||||||||||||
Loss per share (note 15) | ||||||||||||||||
Basic and diluted net loss per share | 0.46 | 0.54 | 0.71 | 0.81 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements. |
Profound Medical Corp. |
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity |
(Unaudited) |
Number of shares |
Share capital $ |
Contributed surplus $ |
Accumulated other comprehensive income (loss) $ |
Deficit $ |
Total $ |
|||||||||||||||||||
Balance – January 1, 2019 | 10,805,494 | 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 | 1,800 | 10,080 | (4,681 | ) | - | - | 5,399 | |||||||||||||||||
Share-based compensation (note 12) | - | - | 456,427 | - | - | 456,427 | ||||||||||||||||||
Balance – June 30, 2019 | 10,807,294 | 120,942,484 | 17,208,040 | (86,935 | ) | (119,644,062 | ) | 18,419,527 | ||||||||||||||||
Balance – January 1, 2020 | 11,852,749 | 130,266,880 | 19,580,338 | (117,188 | ) | (131,065,492 | ) | 18,664,538 | ||||||||||||||||
Net loss for the period | - | - | - | - | (10,955,222 | ) | (10,955,222 | ) | ||||||||||||||||
Cumulative translation adjustment – net of tax of nil | - | - | - | 159,389 | - | 159,389 | ||||||||||||||||||
Exercise of share options | 140,282 | 2,541,693 | (1,001,513 | ) | - | - | 1,540,180 | |||||||||||||||||
Exercise of warrants | 752,732 | 14,236,546 | (3,586,165 | ) | - | - | 10,650,381 | |||||||||||||||||
Share-based compensation (note 12) | - | - | 1,490,806 | - | - | 1,490,806 | ||||||||||||||||||
Issuance of common shares from offering (note 11) | 3,392,500 | 47,946,651 | - | - | - | 47,946,651 | ||||||||||||||||||
Balance – June 30, 2020 | 16,138,263 | 194,991,770 | 16,483,466 | 42,201 | (142,020,714 | ) | 69,496,723 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements. |
Profound Medical Corp. |
Interim Condensed Consolidated Statements of Cash Flows |
(Unaudited) |
Six months ended June 30, 2020 $ |
Six months ended June 30, 2019 $ |
|||||||
Operating activities | ||||||||
Net loss for the period | (10,955,222 | ) | (8,770,820 | ) | ||||
Adjustments to reconcile net loss to net cash flows from operating activities: | ||||||||
Depreciation of property and equipment (note 5) | 245,277 | 257,299 | ||||||
Amortization of intangible assets (note 6) | 203,663 | 564,219 | ||||||
Depreciation of right-of-use assets (note 7) | 576,823 | 204,126 | ||||||
Share-based compensation (note 12) | 1,490,806 | 456,427 | ||||||
Interest and accretion expense (note 14) | 696,866 | 681,258 | ||||||
Deferred revenue | 35,054 | 387,165 | ||||||
Change in fair value of derivative financial instrument (note 8) | 232,466 | 54,220 | ||||||
Change in fair value of contingent consideration (note 9) | 11,580 | (208,911 | ) | |||||
Foreign exchange on cash | (1,701,391 | ) | - | |||||
Changes in non-cash working capital balances | ||||||||
Trade and other receivables | (536,290 | ) | (248,171 | ) | ||||
Prepaid expenses and deposits | 751,729 | 63,186 | ||||||
Inventory | (2,206,342 | ) | 20,277 | |||||
Accounts payable and accrued liabilities | (1,071,273 | ) | (1,612,144 | ) | ||||
Provisions | 4,419 | (1,219,114 | ) | |||||
Income taxes payable | (9,907 | ) | (133,274 | ) | ||||
Net cash flow used in operating activities | (12,231,742 | ) | (9,504,257 | ) | ||||
Financing activities | ||||||||
Issuance of common shares (note 11) | 52,098,723 | - | ||||||
Transaction costs paid (note 11) | (4,152,072 | ) | - | |||||
Payment of other liabilities (note 9) | (191,925 | ) | (16,203 | ) | ||||
Payment of long-term debt and interest (note 8) | (12,497,993 | ) | (534,709 | ) | ||||
Proceeds from share options exercised (note 12) | 1,540,180 | 5,399 | ||||||
Proceeds from warrants exercised (note 11) | 10,650,381 | - | ||||||
Payment of lease liabilities (note 10) | (175,052 | ) | (143,943 | ) | ||||
Total cash from financing activities | 47,272,242 | (689,456 | ) | |||||
Net change in cash during the period | 35,040,500 | (10,193,713 | ) | |||||
Foreign exchange on cash | 1,701,391 | - | ||||||
Cash – Beginning of period | 19,222,195 | 30,687,183 | ||||||
Cash – End of period | 55,964,086 | 20,493,470 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements. |
Profound Medical Corp. |
Notes to Interim Condensed Consolidated Financial Statements |
(Unaudited) |
June 30, 2020 |
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, 2019, which were prepared in accordance with IFRS.
These interim condensed consolidated financial statements were authorized for issue by the Board of Directors on August 6, 2020.
The interim condensed consolidated financial statements were prepared on a going concern basis under the historical cost convention, except for the derivative financial instrument and other liabilities which are measured at fair value
The accounting policies adopted are consistent with those of the previous financial year with the exception of new revenue recognition and share-based compensation accounting policies as outlined below in relation to the lease of medical devices and a long-term incentive plan.
Pay per procedure
The company generates revenue from the lease of medical devices and the sale of certain consumable goods. Customers are charged a fixed fee per use of the medical device, called a pay per procedure charge, which is charged each time a procedure is completed. Per use fees are recognized within pay per procedure revenue on the interim condensed consolidated statements of loss and comprehensive loss. The use of the medical device also requires the customer to purchase a consumable. The consumable is considered a non-lease component and is therefore recognized when control transfers to the customer. Consumable sales are recognized within product revenue on the interim condensed consolidated statements of loss and comprehensive loss. The consideration received is allocated between lease and non-lease components based on their stand-alone selling prices.
(1) |
Profound Medical Corp. |
Notes to Interim Condensed Consolidated Financial Statements |
(Unaudited) |
June 30, 2020 |
Share-based compensation
The Company has a long-term incentive plan (LTIP) that was approved on May 20, 2020. For each Restricted Share Unit (RSU) or Deferred Share Unit (DSU) granted under the long-term incentive plan, the Company recognizes an expense equal to the market value of a Profound common share at the date of grant based on the number of RSUs and DSUs expected to vest, recognized over the term of the vesting period, with a corresponding credit to contributed surplus for share-based compensation anticipated to be equity settled or a corresponding credit to a liability for those anticipated to be cash settled. Share-based compensation expense is adjusted for subsequent changes in management’s estimate of the number of RSUs or DSUs that are expected to vest and, for RSUs or DSUs anticipated to be cash settled, changes in the market value of Profound common shares. The effect of these changes is recognized in the period of the change. Vested RSUs and DSUs are settled either in Profound common shares or in cash or a combination thereof at the discretion of the Company.
COVID-19
The COVID-19 outbreak has been declared a pandemic by the World Health Organization. It is too soon to gauge the impacts of the current outbreak, given the many unknowns related to COVID-19 including the duration and severity of the outbreak. COVID-19 is altering business and consumer activity in affected areas and beyond. The global response to the COVID-19 pandemic has resulted in, among other things, border closures, severe travel restrictions, the temporary shut-down of non-essential services and extreme fluctuations in financial and commodity markets. Additional measures may be implemented by one or more governments in jurisdictions where the Company operates. These measures have caused material disruption to businesses globally, resulting in an economic slowdown. The extent to which COVID-19 and any other pandemic or public health crisis impacts the Company’s business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be predicted with any meaningful precision, including new information which may emerge concerning the severity of the COVID-19 virus and the actions required to contain the COVID-19 virus or remedy its impact, among others.
From an operational perspective, the Company’s employees, direct sales and marketing teams and distribution partners, as well as the workforce of vendors, services providers and counterparties with which the Company does business, are also adversely affected by the COVID-19 pandemic or efforts to mitigate the pandemic, including government-mandated shutdowns, requests or orders for employees to work remotely, and other physical distancing measures, which has had an adverse impact on the Company’ ability to conduct its businesses, including its ability to cultivate adoption of the TULSA-PRO technology, support clinical customers with the TULSA-PRO procedures and increase the utilization of the systems and disposable components.
To date, the economic downturn and uncertainty caused by the COVID-19 pandemic and global measures undertaken to contain its spread have affected all of the Company’s operations to some extent and, in particular, have caused volatility in demand for the TULSA-PRO systems and the disposable components related thereto. This has resulted in a reduction in anticipated sales and led to delays in the Company’s expectations regarding the rate at which agreements for new TULSA-PRO user sites will be entered into and when user sites will become operational for the initiation of patient treatments. Despite the COVID-19 pandemic, patient treatments are continuing and Profound continues to identify potential new TULSA-PRO user sites. The Company continues to evaluate the current and potential impact of the COVID-19 pandemic on its business, affairs, operations, financial condition, liquidity, availability of credit and results of operations.
(2) |
Profound Medical Corp. |
Notes to Interim Condensed Consolidated Financial Statements |
(Unaudited) |
June 30, 2020 |
In addition, the actual and threatened spread of COVID-19 globally could also have a material adverse effect on the regional economies in which Profound operates, could continue to negatively impact stock markets, including the trading price of the Common Shares, could adversely impact the Company’s ability to raise capital, could cause continued interest rate volatility and movements that could make obtaining financing more challenging or more expensive.
3 | Trade and other receivables |
The trade and other receivables balance comprises the following:
June 30, 2020 $ |
December 31, 2019 $ |
|||||||
Trade receivables | 3,711,903 | 2,588,470 | ||||||
Interest receivable | - | 32,287 | ||||||
Tax receivables | 801,559 | 1,108,340 | ||||||
Other receivables | 80,964 | 329,039 | ||||||
Total trade and other receivables | 4,594,426 | 4,058,136 |
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, 2020 and December 31, 2019, there were no trade receivables that are past due.
4 | Inventory |
June 30, 2020 $ |
December 31, 2019 $ |
|||||||
Finished goods | 3,872,424 | 2,384,704 | ||||||
Raw materials | 3,158,044 | 2,403,652 | ||||||
Inventory provision | (248,481 | ) | (23,898 | ) | ||||
Total inventory | 6,781,987 | 4,764,458 |
During the three and six months ended June 30, 2020, $829,606 and $1,769,883 (three and six months ended June 30, 2019, $254,319 and $726,402, respectively) of inventory was recognized in cost of sales. The Company increased its inventory provision by $85,875 and $224,583 during the three and six months ended June 30, 2020 (three and six months ended June 30, 2019 – decrease of $3,606 and $17,842).
(3) |
Profound Medical Corp. |
Notes to Interim Condensed Consolidated Financial Statements |
(Unaudited) |
June 30, 2020 |
5 | Property and equipment |
Equipment under lease is depreciated on a straight-line basis over a period of two years.
Property and equipment consist of the following:
Furniture and fittings $ |
Research and manufacturing equipment $ |
Leasehold improvements $ |
Equipment under lease $ |
Total $ |
||||||||||||||||
At January 1, 2020 | ||||||||||||||||||||
Cost | 235,169 | 1,386,692 | 718,742 | - | 2,340,603 | |||||||||||||||
Accumulated depreciation | (176,922 | ) | (1,227,445 | ) | (251,518 | ) | - | (1,655,885 | ) | |||||||||||
Net book value | 58,247 | 159,247 | 467,224 | - | 684,718 | |||||||||||||||
Six months ended June 30, 2020 | ||||||||||||||||||||
Opening net book value | 58,247 | 159,247 | 467,224 | - | 684,718 | |||||||||||||||
Addition | - | - | - | 188,813 | 188,813 | |||||||||||||||
Foreign exchange | - | 35,112 | - | - | 35,112 | |||||||||||||||
Depreciation | (19,159 | ) | (156,073 | ) | (34,642 | ) | (35,403 | ) | (245,277 | ) | ||||||||||
Closing net book value | 39,088 | 38,286 | 432,582 | 153,410 | 663,366 | |||||||||||||||
At June 30, 2020 | ||||||||||||||||||||
Cost | 235,169 | 1,386,692 | 718,742 | 188,813 | 2,529,416 | |||||||||||||||
Accumulated depreciation | (196,081 | ) | (1,348,406 | ) | (286,160 | ) | (35,403 | ) | (1,866,050 | ) | ||||||||||
Net book value | 39,088 | 38,286 | 432,582 | 153,410 | 663,366 |
6 | Intangible assets |
Intangible assets consist of the following:
Exclusive licence agreement $ |
Software $ |
Proprietary technology $ |
Brand $ |
Total $ |
||||||||||||||||
As at January 1, 2020 | ||||||||||||||||||||
Cost | 300,000 | 257,254 | 4,489,295 | 883,140 | 5,929,689 | |||||||||||||||
Accumulated amortization | (33,802 | ) | (170,390 | ) | (2,169,826 | ) | (426,851 | ) | (2,800,869 | ) | ||||||||||
Net book value | 266,198 | 86,864 | 2,319,469 | 456,289 | 3,128,820 | |||||||||||||||
Six months ended June 30, 2020 | ||||||||||||||||||||
Opening net book value | 266,198 | 86,864 | 2,319,469 | 456,289 | 3,128,820 | |||||||||||||||
Amortization | (13,854 | ) | (25,726 | ) | (448,929 | ) | (88,314 | ) | (576,823 | ) | ||||||||||
Closing net book value | 252,344 | 61,138 | 1,870,540 | 367,975 | 2,551,997 | |||||||||||||||
As at June 30, 2020 | ||||||||||||||||||||
Cost | 300,000 | 257,254 | 4,489,295 | 883,140 | 5,929,689 | |||||||||||||||
Accumulated amortization | (47,656 | ) | (196,116 | ) | (2,618,755 | ) | (515,165 | ) | (3,377,692 | ) | ||||||||||
Net book value | 252,344 | 61,138 | 1,870,540 | 367,975 | 2,551,997 |
(4) |
Profound Medical Corp. |
Notes to Interim Condensed Consolidated Financial Statements |
(Unaudited) |
June 30, 2020 |
7 | Right-of-use assets |
Leased premises $ |
||||
As at January 1, 2020 | ||||
Cost | 2,616,773 | |||
Accumulated depreciation | (417,392 | ) | ||
Net book value | 2,199,381 | |||
Six months ended June 30, 2020 | ||||
Opening net book value | 2,199,381 | |||
Foreign exchange | 16,480 | |||
Depreciation | (203,663 | ) | ||
Closing net book value | 2,012,198 | |||
As at June 30, 2020 | ||||
Cost | 2,616,773 | |||
Accumulated depreciation | (604,575 | ) | ||
Net book value | 2,012,198 |
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 | Long-term debt |
A summary of the long-term debt is as follows:
June 30, 2020 $ |
December 31, 2019 $ |
|||||||
CIBC loan | - | 11,864,385 | ||||||
Less: Current portion | - | 5,144,461 | ||||||
Long-term portion | - | 6,719,924 |
On July 30, 2018, the Company signed a term loan agreement with CIBC Innovation Banking (CIBC) to provide a secured loan for total gross proceeds of $12,500,000 maturing on July 29, 2022 with an interest rate based on prime plus 2.5%. All obligations of the Company under the term loan agreement were guaranteed by current and future subsidiaries of the Company and included security of first priority interests in the assets of the Company and its subsidiaries. On February 4, 2020, the full outstanding amount of the CIBC loan at that date, plus accrued interest, was repaid for a total payment of $12,041,032.
June 30, 2020 $ |
December 31, 2019 $ |
|||||||
Balance - Beginning of period | 11,864,385 | 11,955,245 | ||||||
Interest and accretion expense | 633,608 | 1,240,911 | ||||||
Scheduled and final repayments | (12,497,993 | ) | (1,331,771 | ) | ||||
Balance - End of period | - | 11,864,385 | ||||||
Less: Current portion | - | 5,144,461 | ||||||
Long-term portion | - | 6,719,924 |
(5) |
Profound Medical Corp. |
Notes to Interim Condensed Consolidated Financial Statements |
(Unaudited) |
June 30, 2020 |
In connection with this term loan agreement on July 31, 2018, the Company also issued 32,171 common share purchase warrants to CIBC, with each warrant entitling the holder to acquire one common share at a price of $9.70 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 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, 2020 and December 31, 2019 was $487,235 and $254,769, respectively. The variables used to determine the fair values are as follows:
June 30, 2020 |
December 31, 2019 |
|||||||
Share price | $ | 22.99 | $ | 14.75 | ||||
Volatility | 62 | % | 54 | % | ||||
Expected life of warrants | 3.1 years | 3.6 years | ||||||
Risk free interest rate | 0.32 | % | 1.68 | % | ||||
Dividend yield | - | - |
9 | Other liabilities |
Contingent consideration $ |
||||
As at January 1, 2020 | 286,858 | |||
Amounts paid | (191,925 | ) | ||
Change in fair value (note 14) | 11,580 | |||
As at June 30, 2020 | 106,513 | |||
Less: Current portion | 106,513 | |||
Long-term portion | - |
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:
· | 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. |
(6) |
Profound Medical Corp. |
Notes to Interim Condensed Consolidated Financial Statements |
(Unaudited) |
June 30, 2020 |
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%.
10 | Lease liabilities |
June 30, 2020 $ |
December 31, 2019 $ |
|||||||
As at January 1 | 2,384,558 | 2,587,727 | ||||||
Repayments | (175,052 | ) | (318,245 | ) | ||||
Foreign exchange | 11,102 | (17,391 | ) | |||||
Interest expense (note 14) | 63,258 | 132,467 | ||||||
Balance - End of period | 2,283,866 | 2,384,558 | ||||||
Less: Current portion | 346,587 | 258,685 | ||||||
Long-term portion | 1,937,279 | 2,125,873 |
11 | 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, 2019 $ |
|||||||
16,138,263 (December 31, 2019 – 11,852,749) common shares | 194,991,770 | 130,266,880 |
On January 27, 2020, the Company closed an offering, resulting in the issuance of 3,392,500 common shares at a price of US$11.65, for gross proceeds of US$39,522,625 ($47,946,651, net of transaction costs).
Subsequent to period end, on July 21, 2020, the Company closed an underwritten offering of common shares of the Company at a price of US$14.50 per common share, resulting in the issuance of 3,172,414 common shares for gross proceeds of US$46,000,003.
(7) |
Profound Medical Corp. |
Notes to Interim Condensed Consolidated Financial Statements |
(Unaudited) |
June 30, 2020 |
Warrants
A summary of warrants outstanding is shown below:
Number of warrants |
Weighted average exercise price $ |
Weighted average remaining contractual life (years) |
||||||||||
Balance - January 1, 2020 | 2,779,898 | 14.20 | 2.49 | |||||||||
Exercised | (752,732 | ) | 14.15 | 1.76 | ||||||||
Balance - June 30, 2020 | 2,027,166 | 14.22 | 2.07 |
Subsequent to period end, there were 67,475 warrants exercised for $950,088 in cash proceeds.
12 | Share-based payments |
Options
Compensation expense related to share options for the three and six months ended June 30, 2020 was $877,143 and $1,488,267, respectively (three and six months ended June 30, 2019 - $383,789 and $456,427, 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, 2020 | 1,109,943 | 10.51 | ||||||
Granted | 577,955 | 17.30 | ||||||
Exercised | (140,282 | ) | 10.98 | |||||
Forfeited/expired | (8,929 | ) | 9.42 | |||||
Balance - June 30, 2020 | 1,538,687 | 13.02 |
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.
March 12, 2020 |
May 20, 2020 |
June 8, 2020 |
||||||||||
Exercise price | $ | 15.15 | $ | 17.44 | $ | 16.87 | ||||||
Expected volatility | 82 | % | 84 | % | 84 | % | ||||||
Expected life of options | 6 years | 6 years | 6 years | |||||||||
Risk-free interest rate | 0.60 | % | 0.46 | % | 0.58 | % | ||||||
Dividend yield | - | - | - | |||||||||
Number of share options issued | 16,550 | 481,405 | 80,000 |
(8) |
Profound Medical Corp. |
Notes to Interim Condensed Consolidated Financial Statements |
(Unaudited) |
June 30, 2020 |
The following table summarizes information about the share options outstanding as at June 30, 2020:
Exercise price $ |
Number of options outstanding |
Weighted average remaining contractual life (years) |
Number of options exercisable |
|||||||||
2.40 | 21,277 | 2.19 | 21,277 | |||||||||
6.00 | 3,300 | 8.39 | 1,100 | |||||||||
8.50 | 31,000 | 7.38 | 19,979 | |||||||||
9.10 | 10,300 | 8.88 | 2,788 | |||||||||
9.20 | 478,690 | 8.88 | 128,739 | |||||||||
9.30 | 50,000 | 8.15 | 22,920 | |||||||||
9.70 | 4,950 | 6.82 | 4,950 | |||||||||
9.90 | 2,300 | 7.75 | 1,288 | |||||||||
10.20 | 9,900 | 7.97 | 7,700 | |||||||||
11.00 | 58,409 | 6.44 | 34,909 | |||||||||
11.23 | 81,800 | 9.39 | - | |||||||||
11.90 | 51,300 | 7.90 | 26,722 | |||||||||
13.50 | 8,300 | 6.12 | 8,195 | |||||||||
14.60 | 93,406 | 6.15 | 89,515 | |||||||||
15.00 | 55,800 | 5.17 | 55,800 | |||||||||
15.15 | 16,550 | 9.70 | - | |||||||||
16.87 | 80,000 | 9.95 | - | |||||||||
17.44 | 481,405 | 9.89 | - | |||||||||
1,538,687 | 8.69 | 425,882 |
Long-term incentive plan
Share-based compensation expense related to long-term incentive plan (LTIP) for the three and six months ended June 30, 2020 was $2,539 and $2,539, respectively (three and six months ended June 30, 2019 - $nil and $nil, respectively).
A summary of the RSUs changes during the period are set forth below:
Number of RSUs |
||||
Balance - January 1, 2020 | - | |||
Granted | 3,917 | |||
Balance - June 30, 2020 | 3,917 |
(9) |
Profound Medical Corp. |
Notes to Interim Condensed Consolidated Financial Statements |
(Unaudited) |
June 30, 2020 |
13 | Nature of expenses |
Three months ended June 30, 2020 $ |
Three months ended June 30, 2019 $ |
Six months ended June 30, 2020 $ |
Six months ended June 30, 2019 $ |
|||||||||||||
Production and manufacturing costs | 635,611 | 68,171 | 1,279,164 | 464,477 | ||||||||||||
Salaries and benefits | 2,633,932 | 2,473,969 | 5,858,283 | 5,012,176 | ||||||||||||
Consulting fees | 1,291,759 | 1,378,418 | 2,555,569 | 2,297,765 | ||||||||||||
Research and development expense | (33,627 | ) | 613,821 | 438,994 | 1,096,785 | |||||||||||
Sales and marketing expenses (recovery) | 103,282 | 368,339 | 373,159 | (696,955 | ) | |||||||||||
Amortization and depreciation | 517,597 | 516,350 | 1,025,763 | 1,026,028 | ||||||||||||
Share-based compensation | 879,682 | 383,789 | 1,490,806 | 456,427 | ||||||||||||
Rent | 70,437 | 125,974 | 161,852 | 216,133 | ||||||||||||
Software/Hardware | 219,974 | 43,245 | 363,002 | 132,252 | ||||||||||||
Insurance | 425,968 | 28,787 | 862,433 | 55,734 | ||||||||||||
Other expenses | 135,219 | 170,750 | 583,190 | 306,661 | ||||||||||||
6,879,834 | 6,171,613 | 14,992,215 | 10,367,483 |
Salaries and benefits are net of government assistance of $504,297 for the three and six months ended June 30, 2020 (three and six months ended June 30, 2019 - $nil).
Research and development expenses are net of reimbursements of $140,044 for the three and six months ended June 30, 2020 (three and six months ended June 30, 2019 - $nil).
14 | Finance costs/(income) |
Three months ended June 30, 2020 $ |
Three months ended June 30, 2019 $ |
Six months ended June 30, 2020 $ |
Six months ended June 30, 2019 $ |
|||||||||||||
Change in fair value of contingent consideration (note 9) | (3,044 | ) | (185,197 | ) | 11,580 | (208,911 | ) | |||||||||
CIBC loan (note 8) | - | 312,050 | 633,608 | 617,559 | ||||||||||||
Change in fair value of derivative financial instrument (note 8) | 265,113 | (3,251 | ) | 232,466 | 54,220 | |||||||||||
Lease liability interest expense (note 10) | 31,551 | 33,556 | 63,258 | 67,149 | ||||||||||||
Royalty interest accretion recovery | - | (6,361 | ) | - | (3,450 | ) | ||||||||||
Interest income | (274,395 | ) | (110,790 | ) | (318,670 | ) | (252,671 | ) | ||||||||
Foreign exchange (gain) loss | 1,676,893 | 186,423 | (1,994,329 | ) | 125,338 | |||||||||||
1,696,118 | 226,430 | (1,372,087 | ) | 399,234 |
(10) |
Profound Medical Corp. |
Notes to Interim Condensed Consolidated Financial Statements |
(Unaudited) |
June 30, 2020 |
Foreign currency risk occurs as a result of foreign exchange rate fluctuations between the time a transaction is recorded and the time it is settled.
The Company purchases goods and services denominated in foreign currencies and, accordingly, is subject to foreign currency risk. The Company’s financial instruments denominated in foreign currencies are shown below in Canadian dollars.
June 30, 2020 | ||||||||||||||||
US dollars $ |
Euro $ |
Canadian dollars $ |
Total $ |
|||||||||||||
Cash | 35,308,079 | 1,384,964 | 19,271,043 | 55,964,086 | ||||||||||||
Trade and other receivables | 2,551,613 | 1,648,220 | 394,593 | 4,594,426 | ||||||||||||
Accounts payable and accrued liabilities | (722,186 | ) | (1,084,739 | ) | (936,017 | ) | (2,742,942 | ) | ||||||||
Other liabilities | - | (106,513 | ) | - | (106,513 | ) | ||||||||||
Lease liabilities | - | (176,804 | ) | (2,107,062 | ) | (2,283,866 | ) |
As at June 30, 2020, if foreign exchange rates had been 5% higher, with all other variables held constant, loss before income taxes would have been $1,940,132 higher, mainly as a result of the translation of foreign currency denominated cash, trade and other receivables, accounts payable and accrued liabilities, other liabilities and lease liabilities.
The Company does not use derivatives to reduce exposure to foreign currency risk.
15 | Loss per share |
The following table shows the calculation of basic and diluted loss per share:
Three months ended June 30, 2020 $ |
Three months ended June 30, 2019 $ |
Six months ended June 30, 2020 $ |
Six months ended June 30, 2019 $ |
|||||||||||||
Net loss for the period | 7,347,529 | 5,844,134 | 10,955,222 | 8,770,820 | ||||||||||||
Weighted average number of common shares | 16,096,990 | 10,806,154 | 15,376,114 | 10,805,822 | ||||||||||||
Basic and diluted loss per share | 0.46 | 0.54 | 0.71 | 0.81 |
Of the 1,538,687 (June 30, 2019 – 1,037,393) share options, 3,917 (June 30, 2019 – nil) RSUs and 2,043,747 (June 30, 2019 – 2,257,171) warrants not included in the calculation of diluted loss per share for the period ended June 30, 2020, 2,469,629 (June 30, 2019 – 2,572,674) were exercisable.
(11) |
Profound Medical Corp. |
Notes to Interim Condensed Consolidated Financial Statements |
(Unaudited) |
June 30, 2020 |
16 | 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 ended June 30, 2020 $ |
Three months ended June 30, 2019 $ |
Six months ended June 30, 2020 $ |
Six months ended June 30, 2019 $ |
|||||||||||||
Salaries and employee benefits | 369,159 | 347,258 | 1,241,830 | 696,848 | ||||||||||||
Directors’ fees | 27,685 | 37,500 | 60,185 | 75,000 | ||||||||||||
Share-based compensation | 547,591 | 315,536 | 967,948 | 372,170 | ||||||||||||
944,435 | 700,294 | 2,269,963 | 1,144,018 |
Executive employment agreements allow for additional payments in the event of a liquidity event, or if the executive is terminated without cause.
17 | 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, USA, Germany and Finland.
For the three-months ended June 30, 2020:
Canada $ |
USA $ |
Germany $ |
Finland $ |
Total $ |
||||||||||||||||
Revenue | ||||||||||||||||||||
Product | 798,794 | - | 333,007 | - | 1,131,801 | |||||||||||||||
Services | 44,200 | - | 147,354 | - | 191,554 | |||||||||||||||
Pay per procedure | 97,868 | - | - | - | 97,868 | |||||||||||||||
940,862 | - | 480,361 | - | 1,421,223 | ||||||||||||||||
Cost of sales | 495,268 | - | 350,124 | - | 845,392 | |||||||||||||||
Gross profit | 445,594 | - | 130,237 | - | 575,831 | |||||||||||||||
Operating expenses | ||||||||||||||||||||
Research and development | 1,654,658 | 236,200 | - | 493,009 | 2,383,867 | |||||||||||||||
General and administrative | 1,945,578 | 231,443 | - | 98,066 | 2,275,087 | |||||||||||||||
Selling and distribution | 598,979 | 433,748 | 341,991 | 770 | 1,375,488 | |||||||||||||||
Total operating expenses | 4,199,215 | 901,391 | 341,991 | 591,845 | 6,034,442 | |||||||||||||||
Operating loss | 3,753,621 | 901,391 | 211,754 | 591,845 | 5,458,611 | |||||||||||||||
Net finance costs | 1,696,118 | |||||||||||||||||||
Loss for the period before income taxes | 7,154,729 |
(12) |
Profound Medical Corp. |
Notes to Interim Condensed Consolidated Financial Statements |
(Unaudited) |
June 30, 2020 |
For the six-months ended June 30, 2020:
Canada $ |
USA $ |
Germany $ |
Finland $ |
Total $ |
||||||||||||||||
Revenue | ||||||||||||||||||||
Product | 1,187,524 | - | 1,301,816 | - | 2,489,340 | |||||||||||||||
Services | 86,965 | - | 266,183 | - | 353,148 | |||||||||||||||
Pay per procedure | 138,953 | - | - | - | 138,953 | |||||||||||||||
1,413,442 | - | 1,567,999 | - | 2,981,441 | ||||||||||||||||
Cost of sales | 571,902 | - | 1,239,098 | - | 1,811,000 | |||||||||||||||
Gross profit | 841,540 | - | 328,901 | - | 1,170,441 | |||||||||||||||
Operating expenses | ||||||||||||||||||||
Research and development | 4,732,415 | 397,041 | - | 93,628 | 5,223,084 | |||||||||||||||
General and administrative | 4,288,234 | 864,975 | - | 175,105 | 5,328,314 | |||||||||||||||
Selling and distribution | 1,123,899 | 594,721 | 910,427 | 770 | 2,629,817 | |||||||||||||||
Total operating expenses | 10,144,548 | 1,856,737 | 910,427 | 269,503 | 13,181,215 | |||||||||||||||
Operating loss | 9,303,008 | 1,856,737 | 581,526 | 269,503 | 12,010,774 | |||||||||||||||
Net finance income | (1,372,087 | ) | ||||||||||||||||||
Loss for the period before income taxes | 10,638,687 |
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 |
(13) |
Profound Medical Corp. |
Notes to Interim Condensed Consolidated Financial Statements |
(Unaudited) |
June 30, 2020 |
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 | 7,020,036 | 789,449 | 1,780,576 | 9,590,061 | ||||||||||||
Operating loss | 5,914,277 | 622,733 | 1,780,576 | 8,317,586 | ||||||||||||
Net finance costs | 399,234 | |||||||||||||||
Loss for the period before income taxes | 8,716,820 |
Other financial information by segment as at June 30, 2020:
Canada $ |
USA $ |
Germany $ |
Finland $ |
Total $ |
||||||||||||||||
Total assets | 70,453,510 | 590,641 | 2,065,760 | 3,691,205 | 76,801,116 | |||||||||||||||
Goodwill and intangible assets | 5,961,162 | - | - | - | 5,961,162 | |||||||||||||||
Property and equipment | 630,541 | - | - | 32,825 | 663,366 | |||||||||||||||
Right-of-use assets | 1,833,708 | - | - | 178,490 | 2,012,198 | |||||||||||||||
Amortization of intangible assets | 576,823 | - | - | - | 576,823 | |||||||||||||||
Depreciation of property and equipment | 123,910 | - | - | 121,367 | 245,277 | |||||||||||||||
Depreciation of right-of-use assets | 146,697 | - | - | 56,966 | 203,663 |
Other financial information by segment as at December 31, 2019:
Canada $ |
Germany $ |
Finland $ |
Total $ |
|||||||||||||
Total assets | 34,894,056 | 1,056,759 | 3,091,678 | 39,042,493 | ||||||||||||
Goodwill and intangible assets | 6,537,985 | - | - | 6,537,985 | ||||||||||||
Property and equipment | 565,638 | - | 119,080 | 684,718 | ||||||||||||
Right-of-use assets | 1,980,405 | - | 218,976 | 2,199,381 | ||||||||||||
Amortization of intangible assets | 1,134,741 | - | - | 1,134,741 | ||||||||||||
Depreciation of property and equipment | 231,657 | 267 | 240,761 | 472,685 | ||||||||||||
Depreciation of right-of-use assets | 293,393 | - | 113,004 | 406,397 |
(14)