EX-99.3
Published on March 7, 2024
Exhibit 99.3
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Profound Medical Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Profound Medical Corp. and its subsidiaries (together, the Company) as of December 31, 2023 and 2022, and the related consolidated statements of loss and comprehensive loss, of changes in shareholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
Chartered Professional Accountants, Licensed Public Accountants
March 7, 2024
We have served as the Company’s auditor since 2013.
Profound Medical Corp.
Consolidated Balance Sheets
As at December 31, 2023 and 2022
In USD (000s)
|
2023 |
|
2022 |
|
$ |
$ |
|||
Assets |
||||
Current assets |
||||
Cash |
|
|
|
|
Trade and other receivables (note 4) |
|
|
|
|
Inventory (note 5) |
|
|
|
|
Prepaid expenses and deposits |
|
|
|
|
Total current assets |
|
|
|
|
Property and equipment (note 6) |
|
|
|
|
Intangible assets (note 7) |
|
|
|
|
Right-of-use assets (note 8) |
|
|
|
|
Total assets |
|
|
|
|
Liabilities |
||||
Current liabilities |
||||
Accounts payable and accrued liabilities |
|
|
|
|
Deferred revenue |
|
|
|
|
Long-term debt (note 9) |
|
|
|
|
Provisions |
|
— |
|
|
Derivative financial instrument (note 9) |
|
— |
|
|
Lease liabilities (note 10) |
|
|
|
|
Income taxes payable |
|
— |
|
|
Total current liabilities |
|
|
|
|
Deferred tax liability (note 16) |
|
— |
||
Long-term debt (note 9) |
|
|
|
|
Deferred revenue |
|
|
|
|
Lease liabilities (note 10) |
|
|
|
|
Total liabilities |
|
|
|
|
Shareholders’ Equity |
||||
Share capital (note 11) |
|
|
|
|
Contributed surplus |
|
|
|
|
Accumulated other comprehensive income |
|
|
|
|
Deficit |
|
( |
( |
|
Total Shareholders’ Equity |
|
|
|
|
Total Liabilities and Shareholders’ Equity |
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
Profound Medical Corp.
Consolidated Statements of Loss and Comprehensive Loss
For the years ended December 31, 2023 and 2022
In USD (000s)
|
2023 |
|
2022 |
|
$ |
$ |
|||
Revenue (note 13) |
|
|
|
|
Recurring - non-capital |
|
|
||
Capital equipment |
|
|
||
|
|
|
|
|
Cost of sales (note 14) |
|
|
|
|
Gross profit |
|
|
|
|
Operating expenses (note 14) |
|
|
||
Research and development |
|
|
|
|
General and administrative |
|
|
|
|
Selling and distribution |
|
|
|
|
Impairment of goodwill (note 7) |
— |
|
||
Total operating expenses |
|
|
|
|
Operating loss |
|
|
|
|
Net finance expense (income) (note 15) |
|
|
|
( |
|
|
|||
Loss before income taxes |
|
|
|
|
Income tax (recovery) expense (note 16) |
|
( |
|
|
Deferred tax expense (note 16) |
|
— |
||
Net loss attributed to shareholders for the year |
|
|
|
|
Other comprehensive (income) loss |
|
|
||
Item that may be reclassified to loss |
|
|
||
Foreign currency translation adjustment - net of tax |
|
|
|
( |
Net loss and comprehensive loss for the year |
|
|
|
|
Loss per share (note 17) |
|
|
||
Basic and diluted loss per common share |
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
Profound Medical Corp.
Consolidated Statements of Changes in Shareholders’ Equity
For the years ended December 31, 2023 and 2022
In USD (000s)
|
|
|
|
|
Accumulated |
|
|
|||||
other |
|
|||||||||||
Share |
Contributed |
comprehensive |
|
|||||||||
Number |
capital |
surplus |
income |
Deficit |
Total |
|||||||
|
of shares |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
Balance – January 1, 2022 |
|
|
|
|
|
|
|
|
|
( |
|
|
Net loss for the year |
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
Cumulative translation adjustment – net of tax of $ |
— |
( |
( |
|
— |
( |
||||||
Exercise of share options |
|
|
|
|
|
( |
|
— |
|
— |
|
|
Vesting of RSUs |
|
|
( |
— |
— |
— |
||||||
Share-based compensation (note 12) |
|
— |
|
— |
|
|
|
— |
|
— |
|
|
Balance – December 31, 2022 |
|
|
|
|
|
|
|
|
|
( |
|
|
Net loss for the year |
— |
— |
— |
— |
( |
( |
||||||
Cumulative translation adjustment – net of tax of $ |
— |
|
( |
( |
— |
|
||||||
Exercise of share options |
|
|
( |
— |
— |
|
||||||
Exercise of warrants |
|
|
( |
— |
— |
|
||||||
Vesting of RSUs |
|
|
( |
— |
— |
— |
||||||
Vesting of DSUs |
|
|
( |
— |
— |
— |
||||||
Change in terms of DSUs (note 12) |
— |
— |
|
— |
— |
|
||||||
Share-based compensation (note 12) |
— |
— |
|
— |
— |
|
||||||
Balance – December 31, 2023 |
|
|
|
|
|
|
|
|
|
( |
|
|
The accompanying notes are an integral part of these consolidated financial statements.
Profound Medical Corp.
Consolidated Statements of Cash Flows
For the years ended December 31, 2023 and 2022
In USD (000s)
|
2023 |
|
2022 |
|
$ |
$ |
|||
Operating activities |
|
|
|
|
Net loss for the year |
|
( |
|
( |
Adjustments to reconcile net loss to net cash flows from operating activities: |
|
|
||
Depreciation of property and equipment (note 6) |
|
|
|
|
Amortization of intangible assets (note 7) |
|
|
|
|
Depreciation of right-of-use assets (note 8) |
|
|
|
|
Share-based compensation (note 12) |
|
|
|
|
Interest and accretion expense (note 15) |
|
|
|
|
Deferred revenue |
|
|
|
( |
Change in fair value of derivative financial instrument (note 15) |
|
|
|
|
Net change in amortized cost of trade and other receivables (note 4) |
|
( |
||
Impairment of goodwill (note 7) |
|
— |
|
|
Changes in non-cash working capital balances |
|
|
||
Trade and other receivables |
|
( |
|
( |
Prepaid expenses and deposits |
|
( |
|
( |
Inventory |
|
|
|
( |
Accounts payable and accrued liabilities |
|
|
|
( |
Deferred tax liability |
|
— |
||
Provisions |
|
— |
|
( |
Income taxes payable |
|
( |
|
|
Foreign exchange on cash |
|
|
|
( |
Net cash flow used in operating activities |
( |
( |
||
|
|
|||
Financing activities |
||||
Proceeds from long-term debt (note 9) |
|
— |
|
|
Long-term debt transaction costs (note 9) |
|
— |
|
( |
Payment of long-term debt (note 9) |
|
( |
|
( |
Proceeds from share options exercised |
|
|
|
|
Proceeds from warrants exercised |
|
|
|
— |
Payment of lease liabilities (note 10) |
|
( |
|
( |
Total cash from financing activities |
|
|
|
|
Net change in cash during the year |
|
( |
|
( |
Foreign exchange on cash |
|
( |
||
Cash – Beginning of year |
|
|
|
|
Cash – End of year |
|
|
|
|
Supplemental cash flow information:
Interest paid, included in financing activities |
|
|
|
|
Income taxes paid, included in operating activities |
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
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, osteoid osteoma 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, Canada, L4W 5K5.
2 Summary of material accounting policies and basis of preparation
Basis of preparation
The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards). The Board of Directors approved these consolidated financial statements on March 7, 2024. These consolidated financial statements comply with IFRS Accounting Standards.
Summary of material accounting policies
Use of estimates and judgments
The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3.
Consolidation
Subsidiaries are all entities over which the Company has control. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The wholly owned subsidiaries are consolidated from the date control is obtained. All intercompany transactions, balances, income and expenses on transactions with the subsidiaries are fully eliminated.
These consolidated financial statements include the following wholly owned subsidiaries: Profound Medical Inc. (Canada), Profound Medical Oy (Finland), Profound Medical GmbH (Germany), Profound Medical (U.S.) Inc. (United States), Profound Medical Technology Services (Beijing) Co., Ltd. (China) and 2753079 Ontario Inc. (Canada).
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the chief executive officer.
Foreign currency translation
The Company has a functional currency of Canadian dollars and the functional currency of each subsidiary is determined based on facts and circumstances relevant for each subsidiary. Where the Company’s presentation currency of US dollars differs from the functional currency of a subsidiary, the assets, liabilities and equity of the subsidiary are translated from the functional currency into the presentation currency at the exchange rates as at the reporting date. The income and expenses of the subsidiaries are translated at rates approximating the exchange rates at the dates of the transactions. Exchange differences arising on the translation of the financial statements of the Company’s subsidiaries are recognized in other comprehensive (income) loss.
(1)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
Foreign currency transactions are translated into the functional currency of the Company or its subsidiaries, using the exchange rates prevailing at the dates of these transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in currencies other than an entity’s functional currency are recognized in the consolidated statements of loss and comprehensive loss, within net finance income.
Financial assets
The Company classifies its financial assets in the following measurement categories:
● | those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss); and |
● | those to be measured at amortized cost. |
The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows. The Company does not currently have any assets measured subsequently at fair value.
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset.
Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
Trade and other receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 12 months and are therefore generally classified as current. Trade and other receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components, when they are recognized at fair value. The Company holds the trade and other receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest rate method.
The Company reviews its expected cash flows from trade and other receivables and when the receivable extends beyond one year, the amortized cost is calculated using management’s estimate of the cash flow timing and amounts. These amounts are continually re-assessed and adjustments are made when necessary.
The Company assesses on a forward-looking basis the expected credit losses associated with its financial assets carried at amortized cost. For trade and other receivables, the Company applies the simplified approach permitted by IFRS 9 Financial Instruments (IFRS 9), which requires lifetime expected credit losses to be recognized at the time of initial recognition of the receivables.
Inventories
Inventories are valued at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Cost is determined using the first-in, first-out method for finished goods and weighted average cost for raw materials.
Property and equipment
Property and equipment are stated at cost, less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. The carrying amount of a replaced asset is derecognized when replaced. Repairs and maintenance costs are charged to the consolidated statements of loss and comprehensive loss during the year in which they are incurred.
(2)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
The major categories of property and equipment are depreciated on a straight-line basis as follows:
Furniture and fittings |
|
|
Equipment under lease |
||
Leasehold improvements |
|
over the term of the lease |
Residual values, methods of depreciation and useful lives of the assets are reviewed annually and adjusted if appropriate.
Identifiable intangible assets
The Company’s intangible assets are stated at cost, less accumulated amortization and are amortized on a straight-line basis in the consolidated statements of loss and comprehensive loss over their estimated useful lives.
The major categories of intangible assets are amortized as follows:
Exclusive licence agreement |
|
|
Software |
|
|
Brand |
|
|
Proprietary technology |
|
Impairment of non-financial assets
Property and equipment, right-of-use assets and intangible assets are tested for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identifiable cash flow CGUs.
The recoverable amount is the higher of an asset’s fair value, less costs of disposal and value in use (which is the present value of the expected future cash flows of the relevant asset or CGU). An impairment loss is recognized as the amount by which the asset’s carrying amount exceeds its recoverable amount. The Company evaluates impairment losses for potential reversals when events or circumstances warrant such consideration.
Accounts payable and accrued liabilities
These amounts represent liabilities for goods and services provided to the Company before the end of the financial year, which are unpaid. Accounts payable and accrued liabilities are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.
Long-term debt
Long-term debt is initially recognized at fair value, net of transaction costs incurred. Long-term debt is subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in the consolidated statements of loss and comprehensive loss over the period of the long-term debt using the effective interest method.
Long-term debt is removed from the consolidated balance sheets when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished and the consideration paid is recognized in the consolidated statements of loss and comprehensive loss within net finance income.
Leases
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.
(3)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
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 to
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.
Revenue
To determine revenue recognition for arrangements the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.
The Company derives its revenues primarily from the lease and sale of medical devices and the sale of certain one-time-use devices. Capital equipment consists of one-time revenue for the sale of capital equipment including installation fees. Recurring - non-capital revenue consists of the sale of one-time-use devices, lease of medical devices, procedures and services associated with extended warranties. Revenue is recognized when a contractual promise to a customer (performance obligation) has been fulfilled by transferring control over the promised goods or services, generally at the point in time of shipment to or receipt of the products by the customer or when the services are performed. When contracts contain customer acceptance provisions, revenue is recognized on the satisfaction of the specific acceptance criteria.
The amount of revenue to be recognized is based on the consideration the Company expects to receive in exchange for its goods and services. For contracts that contain multiple performance obligations, the Company allocates the consideration to which it expects to be entitled to each performance obligation based on relative standalone selling prices and recognizes the related revenue when or as control of each individual performance obligation is transferred to customers.
Service revenue related to installation and training is recognized over the period in which the services are performed. Service revenue related to extended warranty service is deferred and recognized on a straight-line basis over the extended warranty period covered by the respective customer contract.
Cost of sales
Cost of sales primarily includes the cost of finished goods, depreciation of equipment under lease, inventory provisions, royalties, warranty expense, freight and direct overhead expenses necessary to acquire or manufacture the finished goods.
(4)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
Income taxes
Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for the differences between the tax basis and carrying amounts of assets and liabilities, for operating losses and for tax credit carry-forwards. Deferred tax assets are recognized to the extent that it is probable that future taxable income will be available against which temporary differences can be utilized. Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates and laws.
Share-based compensation
The Company grants share options periodically to certain employees, directors, officers and advisers.
Options currently outstanding vest over
The Company has a long-term incentive plan (LTIP). For each Restricted Share Unit (RSU) and 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, for RSUs or DSUs anticipated to be cash settled and 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.
Research and development costs
Research costs are charged to expense as incurred. Development costs are capitalized and amortized when the criteria for capitalization are met, otherwise they are expensed as incurred. No development costs have been capitalized to date.
Clinical trial expenses result from obligations under contracts with vendors, consultants and clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company. The appropriate level of clinical trial expenses is reflected in the Company’s consolidated financial statements by matching period expenses with period services and efforts expended. These expenses are recorded according to the progress of the clinical trial as measured by patient progression and the timing of various aspects of the clinical trial. Clinical trial accrual estimates are determined through discussions with internal clinical personnel and outside service providers as to the progress or state of completion of clinical trials, or the services completed. Service provider status is then compared to the contractually obligated fees to be paid for such services. During the course of a clinical trial, the Company may adjust the rate of clinical expense recognized if actual results differ from management’s estimates.
Loss per share
Basic loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated by dividing the applicable net loss by the sum of the weighted average number of shares outstanding during the year and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the year.
(5)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
Accounting standards adopted during the year
Beginning on January 1, 2023, the Company adopted certain IFRS Accounting Standards and amendments. The nature and the effect of these changes are disclosed below:
Disclosure initiative – accounting policies (Amendments to IAS 1 and IFRS Practice Statement 2)
Beginning on January 1, 2023, the Company adopted the amendments to IAS 1 Presentation of financial statements (IAS 1) and IFRS Practice Statement 2 Making Materiality Judgements. These amendments help companies provide useful accounting policy disclosures and requires the disclosure of material accounting policy information rather than disclosing significant accounting policies. The adoption of these amendments did not have a material impact on the consolidated financial statements.
Definition of accounting estimates (Amendments to IAS 8)
Beginning on January 1, 2023, the Company adopted the amendments to IAS 8 Accounting policies, changes in accounting estimates and errors. These amendments show how to distinguish changes in accounting policies from changes in accounting estimates. The adoption of the amendments did not have a material impact on the consolidated financial statements.
International tax reform—Pillar Two model rules (Amendments to IAS 12)
Beginning on January 1, 2023, the Company adopted amendments to IAS 12 Income Taxes. This introduced a temporary exception to the requirements to recognize and disclose information about deferred tax assets and liabilities related to Pillar Two income taxes and targeted disclosure requirements for affected entities. The adoption of the amendments did not have a material impact on the consolidated financial statements.
Accounting pronouncements issued but not yet effective
Classification of liabilities as current or non-current (Amendments to IAS1)
This amendment addresses inconsistencies with how entities classify current and non-current liabilities. It serves to address whether debt and other liabilities with an uncertain settlement date should be classified as current or non-current in the consolidated balance sheets. The amendment is effective for the Company starting on January 1, 2024. The adoption of the amendments is not expected to have a material impact on the consolidated financial statements.
Non-current liabilities with covenants (Amendments to IAS1)
This amendment aims to improve the information an entity provides when its rights to defer settlement of a liability is subject to compliance with covenants within twelve months after the reporting period. The amendment is effective for the Company starting on January 1, 2024. The adoption of the amendments is not expected to have a material impact on the consolidated financial statements.
Other IFRS Accounting Standards and amendments issued but not yet effective have been assessed by the Company and are not expected to have a material impact on the consolidated financial statements and none have been early adopted.
3 Critical accounting estimates and judgments
Critical accounting estimates
The Company 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 year are addressed as follows:
● |
Trade and other receivables |
The key judgements and estimates used in determining the amortized cost for trade and other receivables are the estimated collection period and the discount rate applied to the cash flow projections (note 4).
(6)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
4 Trade and other receivables
The trade and other receivables balance comprises the following:
|
2023 |
|
2022 |
|
$ |
$ |
|||
Trade receivables, gross |
|
|
|
|
Loss allowance (note 18) |
|
( |
— |
|
Less amortized cost adjustment |
|
( |
( |
|
Trade receivables, net |
|
|
|
|
Tax receivables |
|
|
||
Other receivables |
|
|
||
Total trade and other receivables |
|
|
|
Trade receivables past due represents amounts not collected beyond the customer’s contractual terms. The Company applies the simplified approach to provide for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables. At December 31, 2023 there were $
Management continually reviews the future cash flows used in the calculation of the amortized cost of its trade and other receivables. Due to access to customer locations, certain gross trade receivables totalling $
5 Inventory
|
2023 |
|
2022 |
|
$ |
$ |
|||
Finished goods |
|
|
|
|
Raw materials |
|
|
|
|
Inventory provision |
|
( |
|
( |
Total inventory |
|
|
|
|
During the year ended December 31, 2023, $
(7)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
6 Property and equipment
Leasehold |
Equipment |
|||||
improvements |
under lease |
Total |
||||
|
$ |
|
$ |
|
$ |
|
Year ended December 31, 2022 |
|
|
|
|
|
|
Opening net book value |
|
|
|
|
|
|
Additions |
— |
|
|
|||
Foreign exchange |
|
( |
|
( |
|
( |
Depreciation |
|
( |
|
( |
|
( |
Closing net book value |
|
|
|
|
|
|
At December 31, 2022 |
|
|
|
|||
Cost |
|
|
|
|
|
|
Accumulated depreciation |
|
( |
|
( |
|
( |
Net book value |
|
|
|
|
|
|
Year ended December 31, 2023 |
|
|
|
|||
Opening net book value |
|
|
|
|
|
|
Additions |
— |
|
|
|||
Foreign exchange |
|
|
|
|
|
|
Depreciation |
|
( |
|
( |
|
( |
Closing net book value |
|
|
|
|
|
|
At December 31, 2023 |
|
|
|
|||
Cost |
|
|
|
|
|
|
Accumulated depreciation |
|
( |
|
( |
|
( |
Net book value |
|
|
|
|
|
|
(8)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
7 Intangible assets
Exclusive |
||||||||||
licence |
Proprietary |
|||||||||
agreement |
Software |
technology |
Brand |
Total |
||||||
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
Year ended December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
Opening net book value |
|
|
|
|
|
|
|
|
|
|
Foreign exchange |
( |
( |
( |
( |
( |
|||||
Amortization |
|
( |
|
( |
|
( |
|
( |
|
( |
Closing net book value |
|
|
|
|
|
— |
|
— |
|
|
As at December 31, 2022 |
|
|
|
|
|
|||||
Cost |
|
|
|
|
|
|
|
|
|
|
Accumulated amortization |
|
( |
|
( |
|
( |
|
( |
|
( |
Net book value |
|
|
|
|
|
— |
|
— |
|
|
Year ended December 31, 2023 |
|
|
|
|
|
|||||
Opening net book value |
|
|
|
|
|
— |
|
— |
|
|
Foreign exchange |
|
|
— |
— |
|
|||||
Amortization |
|
( |
|
( |
|
— |
|
— |
|
( |
Closing net book value |
|
|
|
|
|
— |
|
— |
|
|
As at December 31, 2023 |
|
|
|
|
|
|||||
Cost |
|
|
|
|
|
|
|
|
|
|
Accumulated amortization |
|
( |
|
( |
|
( |
|
( |
|
( |
Net book value |
|
|
|
|
|
— |
|
— |
|
|
The Company has a licence agreement (the licence) with Sunnybrook Health Sciences Centre (Sunnybrook), pursuant to which Sunnybrook licenses to the Company certain intellectual property and exclusively licenced-in rights that enable the Company to use Sunnybrook’s technology for MRI-guided trans-urethral ultrasound therapy. The Company has the option to acquire rights to improvements to the relevant technology and intellectual property. If the Company fails to comply with any of its obligations or otherwise breaches this agreement, Sunnybrook may have the right to terminate the licence.
Impairment of Goodwill - Sonalleve MR-HIFU CGU impairment test for the year ended December 31, 2022
In accordance with the Company’s accounting policy, the carrying value of goodwill is assessed annually as well as assessed for impairment triggers at each reporting date to determine whether there exists any indicators of impairment. When there is an indicator of impairment of non-current assets within a CGU or group of CGUs containing goodwill, the Company tests the non-current assets for impairment first and recognizes any impairment loss on goodwill before applying any remaining impairment loss against the non-current assets within the CGU.
The Company completed its annual goodwill impairment testing on the goodwill related to the Sonalleve MR-HIFU CGU, which comprises all of the goodwill of the Company, on December 31, 2022. The recoverable amount of the Sonalleve MR-HIFU CGU was calculated using fair value less costs of disposal (FVLCD).
The calculation of the recoverable amount of the Sonalleve MR-HIFU CGU was determined using discounted cash flow projections based on financial forecasts approved by management covering a four-year period (Level 3 of the fair value hierarchy) and a terminal growth assumption of
(9)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
As the return to business in China continued to be delayed as a result of actions outside of the control of management, including government restrictions impacting the re-opening of hospitals and clinics and delays in the vaccine roll out, management’s estimates of operating results and further cash flows for the forecasted periods have been negatively impacted. As a result of the impairment test performed, it was determined that the goodwill was impaired and the Company recognized an impairment of $
Goodwill |
|
$ |
As at January 1, 2022 |
|
|
Foreign exchange |
|
( |
Impairment |
|
( |
As at December 31, 2022 |
|
— |
8 Right-of-use assets
Leased |
||
|
premises |
|
$ |
||
Year ended December 31, 2022 |
|
|
Opening net book value |
|
|
Foreign exchange |
|
( |
Depreciation |
|
( |
Closing net book value |
|
|
As at December 31, 2022 |
|
|
Cost |
|
|
Accumulated depreciation |
|
( |
Net book value |
|
|
Year ended December 31, 2023 |
|
|
Opening net book value |
|
|
Foreign exchange |
|
|
Depreciation |
|
( |
Closing net book value |
|
|
As at December 31, 2023 |
|
|
Cost |
|
|
Accumulated depreciation |
|
( |
Net book value |
|
|
The Company leases office premises in Mississauga, Canada. The lease agreement ends on September 30, 2026 with the rights to extend for another
(10)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
9 Long-term debt
On November 3, 2022, the Company signed a term loan agreement with CIBC Innovation Banking (CIBC) to provide a secured loan for total gross proceeds of C$
On September 26, 2023 an amendment to the CIBC Loan resulted in a change to the financial covenants. The amended covenants are that unrestricted cash must at all times be greater of: (i) to the extent EBITDA is negative for such period, EBITDA for the most recent nine-month period and (ii) $
|
2023 |
|
2022 |
|
$ |
$ |
|||
Balance – Beginning of year |
|
— |
||
Proceeds received, net |
— |
|
||
Fair value of warrants |
— |
( |
||
Interest and accretion expense |
|
|
||
Foreign exchange |
|
|
||
Repayment |
( |
( |
||
Balance – End of year |
|
|
||
Less: Current portion |
|
|
||
Long-term portion |
|
|
In connection with this term loan agreement on November 3, 2022, the Company also issued
|
June 14, |
|
December 31, |
||||
2023 |
2022 |
||||||
Share price |
|
C$ |
|
C$ |
|||
Volatility |
|
|
% |
|
% |
||
Expected life of warrants |
|
years |
years |
||||
Risk free interest rate |
|
|
% |
|
% |
||
Dividend yield |
|
— |
|
— |
(11)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
In connection with the July 30, 2018 CIBC term loan agreement which was previously repaid, the Company issued
June 14, |
December 31, |
||||||
|
2023 |
|
2022 |
||||
Share price |
|
C$ |
|
|
C$ |
||
Volatility |
|
|
% |
|
% |
||
Expected life of warrants |
|
years |
years |
||||
Risk free interest rate |
|
|
% |
|
% |
||
Dividend yield |
|
— |
|
— |
10 Lease liabilities
|
$ |
|
As at January 1, 2022 |
|
|
Repayments |
|
( |
Foreign exchange |
|
( |
Interest and accretion expense |
|
|
As at December 31, 2022 |
|
|
Repayments |
( |
|
Foreign exchange |
|
|
Interest and accretion expense |
|
|
As at December 31, 2023 |
|
|
Less: Current portion |
|
|
Long-term portion |
|
|
11 Share capital
Common shares
The Company is authorized to issue an unlimited number of common shares.
Issued and outstanding (with
|
2023 |
|
2022 |
|
$ |
$ |
|||
|
|
|
|
On September 6, 2023, the Company entered into an at-the-market equity program (ATM Program), under which the Company may from time to time in its sole discretion, issue and sell through its securities dealers acting as agents up to $
(12)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
Subsequent to year end, on January 2, 2024, the Company closed a public offering, resulting in the issuance of
On January 16, 2024, the Company closed a non-brokered private placement, resulting in the issuance of
Warrants
A summary of warrants outstanding is shown below:
Weighted |
||||||
Weighted |
average |
|||||
average |
remaining |
|||||
exercise |
contractual |
|||||
Number of |
price |
life |
||||
|
warrants |
|
C$ |
|
(years) |
|
Balance – January 1, 2022 |
|
|
|
|
|
|
Granted |
|
|
||||
Balance – December 31, 2022 |
|
|
||||
Expired |
( |
|
— |
|||
Exercised |
( |
|
— |
|||
Balance – December 31, 2023 |
|
— |
|
— |
|
— |
12 Share-based payments
Share options
Effective May 20, 2020, the Company adopted amendments to the share option plan (the Share Option Plan). The maximum number of common shares reserved for issuance under the share option plan and the long term incentive plan is
(13)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
A summary of the share option changes during the year presented and the total number of share options outstanding as at those dates are set forth below:
Weighted |
||||
average |
||||
exercise |
||||
Number |
price |
|||
|
of options |
|
C$ |
|
Balance – January 1, 2022 |
|
|
|
|
Granted |
|
|
|
|
Exercised |
|
( |
|
|
Forfeited/expired |
|
( |
|
|
Balance – December 31, 2022 |
|
|
|
|
Granted |
|
|
|
|
Exercised |
|
( |
|
|
Forfeited/expired |
|
( |
|
|
Balance – December 31, 2023 |
|
|
|
|
The Company estimated the fair value of the share options granted during the year using the Black-Scholes option pricing model with the weighted average assumptions below.
March 22, |
June 12, |
September 8, |
November 16, |
||||||||||
|
2023 |
|
2023 |
|
2023 |
|
2023 |
|
|||||
Exercise price |
C$ |
|
C$ |
|
C$ |
|
C$ |
|
|||||
Expected volatility |
|
% |
|
|
% |
|
|
% |
|
|
% |
||
Expected life of options |
|
years |
|
|
years |
|
|
years |
|
|
years |
||
Risk-free interest rate |
|
% |
|
|
% |
|
|
% |
|
|
% |
||
Dividend yield |
— |
|
— |
|
— |
|
— |
||||||
Number of share options issued |
|
|
|
|
|
|
|
August 15, |
December 20, |
|
|||||
|
2022 |
|
2022 |
||||
Exercise price |
C$ |
|
C$ |
|
|||
Expected volatility |
|
|
% |
|
|
% |
|
Expected life of options |
|
|
years |
|
|
years |
|
Risk-free interest rate |
|
|
% |
|
|
% |
|
Dividend yield |
|
— |
|
— |
|||
Number of share options issued |
|
|
|
|
(14)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
The following table summarizes information about the share options outstanding as at December 31, 2023:
Weighted |
||||||
average |
||||||
Number of |
remaining |
Number of |
||||
Exercise price |
options |
contractual |
options |
|||
C$ |
|
outstanding |
|
life (years) |
|
exercisable |
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
— |
|||||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|||||
|
|
|||||
|
|
Compensation expense related to share options for the year ended December 31, 2023 was $
Long-term incentive plan
Effective May 17, 2023, the Company adopted the amended long term incentive plan (the LTIP). The LTIP is an incentive-based equity compensation plan that provides for the grant of restricted share units (the RSUs) and deferred share units (the DSUs, together with the RSUs, the Units). The maximum number of units which may be reserved for issuance under this LTIP in respect of grants of RSUs and DSUs shall not exceed
Share-based compensation expense related to the LTIP for the year ended December 31, 2023, was $
(15)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
A summary of the RSU changes during the year are set forth below:
Weighted |
||||
average |
||||
remaining |
||||
|
Number of |
|
contractual |
|
RSUs |
life (years) |
|||
Balance – January 1, 2022 |
|
|
||
Granted |
|
|
||
Vested |
|
( |
— |
|
Forfeited |
( |
|||
Balance – December 31, 2022 |
|
|||
Granted |
|
|||
Vested |
( |
— |
||
Forfeited |
( |
|||
Balance – December 31, 2023 |
|
|
Effective May 17, 2023, the Company adopted the approval of revision to the amended LTIP. Previously, vested DSUs were settled either in common shares or in cash or a combination thereof at the discretion of the holder and were classified as a cash-settled liability. Under the amended LTIP, vested DSUs are settled either in common shares or in cash or a combination thereof at the discretion of the Company. The change in terms resulted in the DSUs being classified as equity settled and the effect of this change was recognized in the current period resulting in a reclassification between accounts payable and accrued liabilities and contributed surplus of $
A summary of the DSU changes during the year are set forth below:
Number of |
||
|
DSUs |
|
Balance - January 1, 2022 |
— |
|
Granted |
|
|
Balance - December 31, 2022 |
|
|
Granted |
|
|
Vested |
( |
|
Balance - December 31, 2023 |
|
13 Revenue
|
|
Year ended December 31, |
||||||||||||
2023 |
2022 |
|||||||||||||
$ |
$ |
|||||||||||||
|
Contracts |
Contracts |
|
|||||||||||
with |
with |
|
||||||||||||
|
customers |
|
Leasing |
|
Total |
|
customers |
|
Leasing |
|
Total |
|||
Recurring - non-capital |
|
|
|
|
|
|
|
|||||||
Capital equipment |
|
|
— |
|
|
|
— |
|||||||
|
|
|
|
|
|
|
|
(16)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
14 Nature of expenses
|
2023 |
|
2022 |
|
$ |
$ |
|||
Production and manufacturing costs |
|
|
||
Salaries and benefits |
|
|
||
Consulting fees |
|
|
||
Research and development expenses |
|
|
||
Impairment of goodwill |
— |
|
||
Sales and marketing expenses |
|
|
||
Amortization and depreciation |
|
|
||
Share-based compensation |
|
|
||
Rent |
|
|
||
Software/hardware |
|
|
||
Insurance |
|
|
||
Office and shop supplies |
|
|
||
Other expenses |
|
|
||
Expected credit loss (note 4) |
|
— |
||
|
|
15 Net finance (income) costs
|
2023 |
|
2022 |
|
$ |
$ |
|||
Change in fair value of derivative financial instrument |
|
|
||
Lease liability interest expense (note 10) |
|
|
||
Interest income |
( |
( |
||
Net change for amortized cost of trade and other receivables (note 4) |
|
( |
||
CIBC loan interest expense (note 9) |
|
|
||
Net foreign exchange loss (gain) |
|
( |
||
|
( |
16 Income taxes
Income tax expense differs from the tax recovery amount that would be obtained by applying the statutory income tax rate to the respective year’s loss before income taxes as follows:
|
2023 |
|
2022 |
|
$ |
$ |
|||
Loss before income taxes |
|
|
|
|
Recovery based on combined federal and provincial statutory rate of |
( |
|
( |
|
Permanent differences |
|
|
|
|
Change in deferred tax assets not recognized |
|
|
|
|
Effect of tax rates in foreign jurisdictions |
( |
|
( |
|
Net income tax (recovery) expense |
( |
|
(17)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
The Company’s income tax provision is allocated as follows:
|
2023 |
|
2022 |
|
$ |
$ |
|||
Current tax (recovery) expense |
|
( |
|
|
Deferred tax expense |
|
|
|
— |
Net income tax (recovery) expense |
|
( |
|
|
The component of deferred tax liability is summarized as follows:
|
2023 |
|
2022 |
|
$ |
$ |
|||
Excess of accounting value of property and equipment over tax value |
( |
— |
||
Deferred tax liability |
( |
— |
Deferred tax assets are recognized for tax loss carry-forwards and unused tax credits to the extent that the realization of the related tax benefit through future taxable profits is probable. The Company has not recognized deferred tax assets that can be carried forward against future taxable income.
Permanent differences are primarily comprised of non-refundable tax credits and deductible finance fees not recorded in the consolidated statements of loss and comprehensive loss, offset by non-deductible share-based compensation and accretion expense.
The Company has non-capital loss carry-forwards of approximately $
The Company has SR&ED expenditures of approximately $
The Company has approximately $
17 Loss per share
The following table shows the calculation of basic and diluted loss per share:
|
2023 |
|
2022 |
|||
Net loss for the year |
$ |
|
$ |
|
||
Weighted average number of common shares |
|
|
|
|
||
Basic and diluted loss per share |
|
|
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, RSUs, DSUs and warrants. Of the
(18)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
18 Financial assets and liabilities
Classification of financial instruments
2023 |
||||||
|
|
|
Financial |
|||
Fair value |
Financial |
liabilities |
||||
through |
assets at |
at |
||||
profit or |
amortized |
amortized |
||||
loss |
cost |
cost |
||||
$ |
$ |
$ |
||||
Cash |
— |
|
— |
|||
Trade and other receivables |
— |
|
— |
|||
Accounts payable and accrued liabilities |
— |
— |
|
|||
Lease liabilities |
— |
— |
|
|||
Long-term debt |
— |
— |
|
|||
— |
|
|
2022 |
||||||
|
|
|
Financial |
|||
Fair value |
Financial |
liabilities |
||||
through |
assets at |
at |
||||
profit or |
amortized |
amortized |
||||
loss |
cost |
cost |
||||
$ |
$ |
$ |
||||
Cash |
— |
|
— |
|||
Trade and other receivables |
— |
|
— |
|||
Accounts payable and accrued liabilities |
— |
— |
|
|||
Lease liabilities |
— |
— |
|
|||
Derivative financial instrument |
|
— |
— |
|||
Long-term debt |
— |
— |
|
|||
|
|
|
Credit risk
Credit risk is the risk of a financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligation. The Company is exposed to credit risk on its cash and trade and other receivable balances. The Company’s cash management policies include ensuring cash is deposited in Canadian chartered banks.
The Company applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics and the days past due. On that basis, the loss allowance as at December 31, 2022 was nominal as the Company only transacts with hospitals and private clinics and has not incurred a sustained trend of any credit losses since revenue began.
At December 31, 2023, the expected loss rates are based on comparable company payment profiles of sales over a period of
(19)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
The loss allowance as at December 31, 2023 for trade receivables is as follows:
2023 |
||||||||||||
|
Current |
|
0–30 days |
|
31-60 days |
|
61-90 days |
|
90+ days |
|
Total |
|
|
||||||||||||
Expected loss rate |
|
|
% |
|
% |
|
% |
|
% |
|
% |
|
Gross carrying amount |
|
|
|
— |
|
|
|
— |
|
|
|
|
Loss allowance |
|
|
|
— |
|
|
|
— |
|
|
|
The loss allowance for trade receivables as at December 31 reconciled to the opening loss allowances as follows:
|
2023 |
|
$ |
||
|
||
Opening loss allowance January 1 |
|
— |
Increase in loss allowance recognized in loss during the year |
|
|
Closing loss allowance at December 31 |
|
Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, failure to make contractual payments for a period of greater than 180 days past due.
Market risk
Market risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices, including interest rate risk and foreign currency risk.
● | Interest rate price risk |
Interest rate price risk is the risk the cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company is exposed to such fluctuations relating to cash, as it is held in a high interest account which bears interest at a floating rate and long-term debt, as it bears interest at a floating rate.
If interest rates had been 1% higher on the average cash balance, with all other variables held constant, loss before income taxes would have been $
● | Foreign currency risk |
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.
(20)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
The Company purchases goods and services denominated in foreign currencies and, accordingly, is subject to foreign currency risk, primarily the US dollar and Euro. Foreign currency risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the functional currency. The risk is measured through a forecast of highly probable US dollar and Euro expenditures. The Company’s financial instruments denominated in foreign currencies are shown below in Canadian dollars.
2023 |
||||||||||
|
US |
|
|
Canadian |
|
Chinese |
|
|||
dollars |
Euro |
dollars |
renminbi |
Total |
||||||
$ |
$ |
$ |
$ |
$ |
||||||
Cash |
|
|
|
|
|
|||||
Trade and other receivables |
|
|
|
— |
|
|||||
Accounts payable and accrued liabilities |
( |
( |
( |
( |
( |
|||||
Lease liabilities |
— |
— |
( |
— |
( |
|||||
Long-term debt |
— |
— |
( |
— |
( |
2022 |
||||||||||
|
US |
|
|
Canadian |
|
Chinese |
|
|||
dollars |
Euro |
dollars |
renminbi |
Total |
||||||
$ |
$ |
$ |
$ |
$ |
||||||
Cash |
|
|
|
|
|
|||||
Trade and other receivables |
|
|
|
— |
|
|||||
Accounts payable and accrued liabilities |
( |
( |
( |
( |
( |
|||||
Derivative financial instrument |
— |
— |
( |
— |
( |
|||||
Lease liabilities |
— |
— |
( |
— |
( |
|||||
Long-term debt |
— |
— |
( |
— |
( |
As at December 31, 2023, if foreign exchange rates had been
Liquidity risk
Liquidity risk is the risk the Company may encounter difficulties in meeting its financial liability obligations as they come due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis.
The Company controls liquidity risk through management of working capital, cash flows and the availability and sourcing of financing. The Company’s ability to accomplish all of its future strategic plans is dependent on obtaining additional financing or executing other strategic options; however, there is no assurance the Company will achieve these objectives.
(21)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
The following table summarizes the Company’s significant contractual, undiscounted cash flows related to its financial liabilities.
2023 |
||||||||
|
|
Future |
|
|
|
Between |
||
Carrying |
cash |
Less than |
1 year and |
|||||
amount |
flows |
1 year |
5 years |
|||||
$ |
$ |
$ |
$ |
|||||
Accounts payable and accrued liabilities |
|
|
|
|
|
|
— |
|
Lease liabilities |
|
|
|
|
|
|
|
|
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
||||||||
|
|
Future |
|
|
Between |
|||
Carrying |
cash |
Less than |
1 year and |
|||||
amount |
flows |
1 year |
5 years |
|||||
$ |
$ |
$ |
$ |
|||||
Accounts payable and accrued liabilities |
|
|
|
— |
||||
Lease liabilities |
|
|
|
|
||||
Long-term debt |
|
|
|
|
||||
|
|
|
|
Fair value
The fair values of cash, trade and other receivables, accounts payable and accrued liabilities and lease liabilities approximate their carrying values, due to their relatively short periods to maturity. The fair value of the long-term debt approximates its carrying amount as it has a floating interest rate.
19 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:
|
2023 |
|
2022 |
|
$ |
$ |
|||
Salaries and employee benefits |
|
|
||
Directors’ fees |
|
|
||
Share-based compensation |
|
|
||
|
|
Executive employment agreements allow for additional payments in the event of a liquidity event, or if the executive is terminated without cause.
(22)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
20 Commitments and contingencies
All directors and officers of the Company are indemnified by the Company for various items including, but not limited to, all costs to settle lawsuits or actions due to their association with the Company, subject to certain restrictions. The Company has purchased directors’ and officers’ liability insurance to mitigate the cost of any potential future lawsuits or actions. The term of the indemnification is not explicitly defined, but is limited to events for the period during which the indemnified party served as a director or officer of the Company. The maximum amount of any potential future payment cannot be reasonably estimated but could have a material adverse effect on the Company.
The Company has also indemnified certain lenders and underwriters in relation to certain debt and equity offerings and their respective affiliates and directors, officers, employees, shareholders, partners, advisers and agents and each other person, if any, controlling any of the underwriters or lenders or their affiliates against certain liabilities.
21 Capital management
The Company’s capital management objectives are to safeguard its ability to continue as a going concern and to provide returns for shareholders and benefits for other stakeholders by ensuring it has sufficient cash resources to fund its research and development activities, to pursue its commercialization efforts and to maintain its ongoing operations. The Company includes its share capital, deficit and long-term debt in the definition of capital.
A summary of the Company’s capital structure is as follows:
|
2023 |
|
2022 |
|
$ |
$ |
|||
Common shares |
|
|
||
Deficit |
( |
( |
||
Long-term debt |
|
|
||
|
|
22 Segment reporting
The Company’s operations are categorized into
For the year ended December 31, 2023:
|
Canada |
|
USA |
|
Germany |
|
Total |
|
$ |
$ |
$ |
$ |
|||||
Revenue |
|
|
|
|
||||
Recurring - non-capital |
|
|
|
|
|
|
||
Capital equipment |
|
— |
— |
|
|
|
||
|
|
|
|
(23)
Profound Medical Corp.
Notes to Consolidated Financial Statements
December 31, 2023
In USD (000s)
For the year ended December 31, 2022:
|
Canada |
|
USA |
|
Germany |
|
Total |
|
$ |
$ |
$ |
$ |
|||||
Revenue |
|
|||||||
Recurring - non-capital |
|
|
|
|
||||
Capital equipment |
|
|
|
|
||||
|
|
|
|
Other financial information by segment as at December 31, 2023:
|
Canada |
|
USA |
|
Germany |
|
China |
|
Finland |
|
Total |
|
$ |
$ |
$ |
$ |
$ |
$ |
|||||||
Total assets |
|
|
|
|
|
|
|
|
|
|
||
Intangible assets |
|
|
— |
|
— |
— |
|
— |
|
|
||
Property and equipment |
|
|
|
|
— |
— |
|
— |
|
|
||
Right-of-use assets |
|
|
— |
|
— |
— |
|
— |
|
|
||
Amortization of intangible assets |
|
|
— |
|
— |
— |
|
— |
|
|
||
Depreciation of property and equipment |
|
|
|
|
— |
— |
|
— |
|
|
||
Depreciation of right-of-use assets |
|
|
— |
|
— |
— |
|
— |
|
|
Other financial information by segment as at December 31, 2022:
|
Canada |
|
USA |
|
Germany |
|
China |
|
Finland |
|
Total |
|
$ |
$ |
$ |
$ |
$ |
$ |
|||||||
Total assets |
|
|
|
|
|
|
||||||
Intangible assets |
|
|
— |
— |
— |
— |
||||||
Property and equipment |
|
|
|
— |
— |
— |
||||||
Right-of-use assets |
|
— |
— |
— |
— |
|||||||
Amortization of intangible assets |
|
|
— |
— |
— |
— |
||||||
Depreciation of property and equipment |
|
|
— |
— |
— |
|||||||
Depreciation of right-of-use assets |
|
|
— |
— |
|
— |
(24)