Exhibit 99.2
IMMUNOPRECISE ANTIBODIES LTD.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian Dollars)
|
|
|
IMMUNOPRECISE ANTIBODIES LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited - Expressed in Canadian dollars)
(in thousands) |
| Note |
| July 31, |
|
| April 30, |
| ||
ASSETS |
|
|
|
|
|
|
|
| ||
Current assets |
|
|
|
|
|
|
|
| ||
Cash |
|
|
|
| 6,729 |
|
|
| 8,280 |
|
Amounts receivable, net |
|
|
|
| 3,561 |
|
|
| 3,247 |
|
Sales tax receivable |
|
|
|
| 302 |
|
|
| 358 |
|
Income taxes receivable |
|
|
|
| — |
|
|
| 178 |
|
Inventory |
|
|
|
| 2,212 |
|
|
| 2,060 |
|
Unbilled revenue |
|
|
|
| 1,064 |
|
|
| 632 |
|
Prepaid expenses |
|
|
|
| 1,851 |
|
|
| 2,037 |
|
|
|
|
|
| 15,719 |
|
|
| 16,792 |
|
Restricted cash |
|
|
|
| 84 |
|
|
| 86 |
|
Deposit on equipment |
|
|
|
| 323 |
|
|
| 332 |
|
Investment at fair value through profit and loss |
|
|
|
| 27 |
|
|
| 115 |
|
Property and equipment |
| 5, 7 |
|
| 12,324 |
|
|
| 10,392 |
|
Intangible assets |
| 6 |
|
| 29,373 |
|
|
| 30,925 |
|
Goodwill |
|
|
|
| 18,733 |
|
|
| 19,171 |
|
Total assets |
|
|
|
| 76,583 |
|
|
| 77,813 |
|
LIABILITIES |
|
|
|
|
|
|
|
| ||
Current liabilities |
|
|
|
|
|
|
|
| ||
Accounts payable and accrued liabilities |
| 10 |
|
| 3,557 |
|
|
| 3,386 |
|
Sales tax payable |
|
|
|
| 28 |
|
|
| 2 |
|
Deferred revenue |
|
|
|
| 1,127 |
|
|
| 977 |
|
Income taxes payable |
|
|
|
| 381 |
|
|
| — |
|
Leases |
| 7 |
|
| 1,042 |
|
|
| 1,116 |
|
Deferred acquisition payments |
|
|
|
| 285 |
|
|
| 439 |
|
|
|
|
|
| 6,420 |
|
|
| 5,920 |
|
Leases |
| 7 |
|
| 8,773 |
|
|
| 6,151 |
|
Deferred acquisition payments |
|
|
|
| 274 |
|
|
| 278 |
|
Deferred income tax liability |
|
|
|
| 7,271 |
|
|
| 7,661 |
|
Total liabilities |
|
|
|
| 22,738 |
|
|
| 20,010 |
|
SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
| ||
Share capital |
| 8 |
|
| 117,470 |
|
|
| 117,470 |
|
Contributed surplus |
| 8 |
|
| 11,619 |
|
|
| 10,796 |
|
Accumulated other comprehensive loss |
|
|
|
| 1,409 |
|
|
| 2,625 |
|
Accumulated deficit |
|
|
|
| (76,653 | ) |
|
| (73,088 | ) |
|
|
|
|
| 53,845 |
|
|
| 57,803 |
|
Total liabilities and shareholders’ equity |
|
|
|
| 76,583 |
|
|
| 77,813 |
|
Nature of operations (Note 1)
Approved and authorized on behalf of the Board of Directors on September 13, 2023.
“James Kuo” Director “Robert Burke” Director
The accompanying notes are an integral part of these condensed interim consolidated financial statements
2
IMMUNOPRECISE ANTIBODIES LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited - Expressed in Canadian dollars)
|
|
|
| Three months ended July 31, |
| |||||
(in thousands, except share data) |
| Note |
| 2023 |
|
| 2022 |
| ||
REVENUE |
|
|
|
| 5,688 |
|
|
| 4,689 |
|
COST OF SALES |
|
|
|
| 2,893 |
|
|
| 2,210 |
|
GROSS PROFIT |
|
|
|
| 2,795 |
|
|
| 2,479 |
|
EXPENSES |
|
|
|
|
|
|
|
| ||
Research and development |
|
|
|
| 449 |
|
|
| 6,185 |
|
Sales and marketing |
|
|
|
| 1,063 |
|
|
| 1,022 |
|
General and administrative |
|
|
|
| 4,613 |
|
|
| 4,232 |
|
Amortization of intangible assets |
| 6 |
|
| 847 |
|
|
| 1,112 |
|
|
|
|
|
| 6,972 |
|
|
| 12,551 |
|
Loss before other income (expenses) and income taxes |
|
|
|
| (4,177 | ) |
|
| (10,072 | ) |
OTHER INCOME (EXPENSES) |
|
|
|
|
|
|
|
| ||
Accretion |
|
|
|
| (5 | ) |
|
| (3 | ) |
Grant income |
| 12 |
|
| 283 |
|
|
| 270 |
|
Interest and other income |
|
|
|
| 143 |
|
|
| (2 | ) |
Unrealized foreign exchange gain (loss) |
|
|
|
| (71 | ) |
|
| 23 |
|
|
|
|
|
| 350 |
|
|
| 288 |
|
Loss before income taxes |
|
|
|
| (3,827 | ) |
|
| (9,784 | ) |
Income taxes |
|
|
|
| 262 |
|
|
| 403 |
|
NET LOSS FOR THE PERIOD |
|
|
|
| (3,565 | ) |
|
| (9,381 | ) |
OTHER COMPREHENSIVE INCOME (LOSS) |
|
|
|
|
|
|
|
| ||
Items that will be reclassified subsequently to loss |
| |||||||||
Exchange difference on translating foreign operations |
|
| (1,216 | ) |
|
| (1,857 | ) | ||
COMPREHENSIVE LOSS FOR THE PERIOD |
|
|
|
| (4,781 | ) |
|
| (11,238 | ) |
LOSS PER SHARE – BASIC AND DILUTED |
|
|
|
| (0.14 | ) |
|
| (0.38 | ) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |
|
| 25,050,260 |
|
|
| 24,738,799 |
|
The accompanying notes are an integral part of these condensed interim consolidated financial statements
3
IMMUNOPRECISE ANTIBODIES LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited - Expressed in Canadian dollars)
(in thousands, except share data) |
| Number of |
|
| Share Capital |
|
| Convertible |
|
| Contributed |
|
| Accumulated |
|
| Accumulated |
|
| Total |
| |||||||
Balance, April 30, 2022 |
|
| 24,476,846 |
|
|
| 114,559 |
|
|
| 103 |
|
|
| 9,630 |
|
|
| (2,479 | ) |
|
| (46,528 | ) |
|
| 75,285 |
|
Shares issued pursuant to option exercise |
|
| 50,000 |
|
|
| 206 |
|
|
| — |
|
|
| (86 | ) |
|
| — |
|
|
| — |
|
|
| 120 |
|
Shares issued pursuant to conversion of convertible debentures |
|
| 309,877 |
|
|
| 1,418 |
|
|
| (103 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,315 |
|
Share-based payments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 759 |
|
|
| — |
|
|
| — |
|
|
| 759 |
|
Comprehensive loss for the period |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,857 | ) |
|
| (9,381 | ) |
|
| (11,238 | ) |
Balance, July 31, 2022 |
|
| 24,836,723 |
|
|
| 116,183 |
|
|
| — |
|
|
| 10,303 |
|
|
| (4,336 | ) |
|
| (55,909 | ) |
|
| 66,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance, April 30, 2023 |
|
| 25,050,260 |
|
|
| 117,470 |
|
|
| — |
|
|
| 10,796 |
|
|
| 2,625 |
|
|
| (73,088 | ) |
|
| 57,803 |
|
Share-based payments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 823 |
|
|
| — |
|
|
| — |
|
|
| 823 |
|
Comprehensive loss for the period |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,216 | ) |
|
| (3,565 | ) |
|
| (4,781 | ) |
Balance, July 31, 2023 |
|
| 25,050,260 |
|
|
| 117,470 |
|
|
| — |
|
|
| 11,619 |
|
|
| 1,409 |
|
|
| (76,653 | ) |
|
| 53,845 |
|
The accompanying notes are an integral part of these condensed interim consolidated financial statements
4
IMMUNOPRECISE ANTIBODIES LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
(in thousands) |
| Note |
| 2023 |
|
| 2022 |
| ||
Operating activities: |
|
|
|
|
|
|
|
| ||
Net loss for the period |
|
|
|
| (3,565 | ) |
|
| (9,381 | ) |
Items not affecting cash: |
|
|
|
|
|
|
|
| ||
Amortization and depreciation |
| 5, 6, 13 |
|
| 1,494 |
|
|
| 1,550 |
|
Deferred income taxes |
|
|
|
| (216 | ) |
|
| (261 | ) |
Accretion |
|
|
|
| 5 |
|
|
| 3 |
|
Foreign exchange |
|
|
|
| 113 |
|
|
| (18 | ) |
Share-based payments |
| 8, 9, 10 |
|
| 823 |
|
|
| 759 |
|
|
|
|
|
| (1,346 | ) |
|
| (7,348 | ) |
Changes in non-cash working capital related to operations: |
|
|
|
|
|
|
|
| ||
Amounts receivable |
|
|
|
| (62 | ) |
|
| (213 | ) |
Inventory |
|
|
|
| (55 | ) |
|
| 26 |
|
Unbilled revenue |
|
|
|
| (446 | ) |
|
| (167 | ) |
Prepaid expenses |
|
|
|
| 175 |
|
|
| (120 | ) |
Accounts payable and accrued liabilities |
| 10 |
|
| 242 |
|
|
| (2,435 | ) |
Sales and income taxes payable and receivable |
|
|
|
| 635 |
|
|
| (431 | ) |
Deferred revenue |
|
|
|
| 155 |
|
|
| 374 |
|
Net cash used in operating activities |
|
|
|
| (702 | ) |
|
| (10,314 | ) |
Investing activities: |
|
|
|
|
|
|
|
| ||
Purchase of equipment |
| 5 |
|
| (136 | ) |
|
| (89 | ) |
Deferred acquisition payments |
|
|
|
| (146 | ) |
|
| — |
|
Sale of QVQ Holdings BV shares |
|
|
|
| 85 |
|
|
| — |
|
Net cash used in investing activities |
|
|
|
| (197 | ) |
|
| (89 | ) |
Financing activities: |
|
|
|
|
|
|
|
| ||
Proceeds on share issuance, net of transaction costs |
| 8 |
|
| — |
|
|
| 119 |
|
Repayment of leases |
| 7 |
|
| (405 | ) |
|
| (271 | ) |
Net cash used in financing activities |
|
|
|
| (405 | ) |
|
| (152 | ) |
Decrease in cash during the period |
|
|
|
| (1,304 | ) |
|
| (10,555 | ) |
Foreign exchange |
|
|
|
| (249 | ) |
|
| (168 | ) |
Cash – beginning of the period |
|
|
|
| 8,366 |
|
|
| 30,047 |
|
Cash – end of the period |
|
|
|
| 6,813 |
|
|
| 19,324 |
|
Cash is comprised of: |
|
|
|
|
|
|
|
| ||
Cash |
|
|
|
| 6,729 |
|
|
| 19,243 |
|
Restricted cash |
|
|
|
| 84 |
|
|
| 81 |
|
|
|
|
|
| 6,813 |
|
|
| 19,324 |
|
Cash paid for interest |
|
|
|
| — |
|
|
| 263 |
|
Cash paid for income tax |
|
|
|
| — |
|
|
| 87 |
|
Supplemental cash flow information (Note 14)
The accompanying notes are an integral part of these condensed interim consolidated financial statements
5
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
ImmunoPrecise Antibodies Ltd. (the "Company" or "IPA") was incorporated under the laws of Alberta on November 22, 1983. The Company is listed on the NASDAQ Global Market ("Nasdaq") under the trading ticker symbol "IPA". The Company is a supplier of custom antibody discovery services. The address of the Company's corporate office is 3304-4464 Markham Street, Victoria, BC, Canada V8Z 7X8.
Going concern basis
The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. The Company has incurred operating losses since its inception, including $3.6 million for the three months ended July 31, 2023, and has accumulated a deficit of $76.7 million as of July 31, 2023. The Company had $6.8 million cash on hand as of July 31, 2023. The Company expects its cash on hand as of July 31, 2023 will be insufficient to fund the Company's operations for at least one year from the date these financial statements are available to be issued. These conditions raise material uncertainties which cast significant doubt as to whether the Company will be able to continue as a going concern should it not be able to obtain financing necessary to fund its planned revenue growth and working capital requirements.
The Company will need to raise additional funds to finance its operations and strategic goals and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part on the prevailing capital market conditions and profitability of its operations. If the Company is unable to raise sufficient funds, reductions in expenditures will be required, and this may impact the future growth plans of the Company.
These condensed interim consolidated financial statements have been prepared in conformity with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, using the same accounting policies as detailed in the Company’s audited annual financial statements for the year ended April 30, 2023. They do not include all the information required for complete annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) and therefore should be read together with the audited annual financial statements for the year ended April 30, 2023.
These condensed interim consolidated financial statements were approved by the Company's Board of Directors.
These condensed interim consolidated financial statements have been prepared on the historical cost basis. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cashflow information.
6
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
These condensed interim consolidated financial statements include the financial statements of the Company and the following subsidiaries which are wholly owned and subject to control by the Company:
Name of Subsidiary |
| % Equity |
| Country of |
| Functional Currency |
ImmunoPrecise Antibodies (Canada) Ltd. |
| 100% |
| Canada |
| Canadian dollar |
ImmunoPrecise Antibodies (USA) Ltd. ("IPA USA") |
| 100% |
| USA |
| US dollar |
ImmunoPrecise Antibodies (N.D.) Ltd. |
| 100% |
| USA |
| US dollar |
ImmunoPrecise Antibodies (MA) LLC |
| 100% |
| USA |
| US dollar |
Talem Therapeutics LLC ("Talem") |
| 100% |
| USA |
| US dollar |
ImmunoPrecise Netherlands B.V. |
| 100% |
| Netherlands |
| Euro |
ImmunoPrecise Antibodies (Europe) B.V. ("IPA Europe") |
| 100% |
| Netherlands |
| Euro |
BioStrand B.V. |
| 100% |
| Belgium |
| Euro |
Idea Family B.V. |
| 100% |
| Belgium |
| Euro |
BioKey B.V. |
| 100% |
| Belgium |
| Euro |
BioClue B.V. |
| 100% |
| Belgium |
| Euro |
ImmunoPrecise Antibodies (Quebec), Ltd. |
| 100% |
| Canada |
| Canadian dollar |
9438-9244 Quebec, Inc. |
| 100% |
| Canada |
| Canadian dollar |
Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with an entity and has the ability to affect those returns through its power over the investee. Subsidiaries are fully consolidated from the date on which control is obtained and continue to be consolidated until the date that such control ceases. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.
The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements. The presentation currency of the Company is the Canadian dollar.
Foreign currency translation
Entities whose functional currencies differ from the presentation currency are translated into Canadian dollars as follows: assets and liabilities – at the closing rate as at the reporting date, and income and expenses – at the average rate of the period. All resulting changes are recognized in other comprehensive income as cumulative translation differences.
Foreign currency transactions
Transactions in foreign currencies are translated into the functional currency at exchange rates at the date of the transactions. Foreign currency monetary assets and liabilities are translated at the functional currency exchange rate at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss.
When the Company disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss. If an entity disposes of part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary are reallocated between controlling and non-controlling interests.
7
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
Standards not yet adopted
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)
The amendments to IAS 1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. The Company does not expect the amendments to IAS 1 to have a material impact on the Company's financial statements.
These amendments are effective for reporting periods beginning on or after January 1, 2024.
The preparation of the condensed interim consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Estimates and judgments applied in the preparation of the condensed interim consolidated financial statements are the same as those presented in the Company’s audited annual financial statements for the year ended April 30, 2023.
8
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
The table below includes both property and equipment and right-of-use assets.
(in thousands) |
| Computer |
|
| Furniture & |
|
| Computer |
|
| Building |
|
| Automobile |
|
| Leasehold |
|
| Lab |
|
| WIP - |
|
| Total |
| |||||||||
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance, April 30, 2022 |
|
| 136 |
|
|
| 35 |
|
|
| 47 |
|
|
| 2,586 |
|
|
| 239 |
|
|
| 353 |
|
|
| 5,672 |
|
|
| 138 |
|
|
| 9,206 |
|
Additions |
|
| 138 |
|
|
| — |
|
|
| — |
|
|
| 7,593 |
|
|
| — |
|
|
| 101 |
|
|
| 1,064 |
|
|
| 28 |
|
|
| 8,924 |
|
Completion of work-in-process |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 166 |
|
|
| — |
|
|
| (166 | ) |
|
| — |
|
Disposals |
|
| (3 | ) |
|
| — |
|
|
| — |
|
|
| (1,290 | ) |
|
| (95 | ) |
|
| — |
|
|
| (700 | ) |
|
| — |
|
|
| (2,088 | ) |
Foreign exchange |
|
| 17 |
|
|
| 18 |
|
|
| 3 |
|
|
| 196 |
|
|
| 23 |
|
|
| 6 |
|
|
| 437 |
|
|
| — |
|
|
| 700 |
|
Balance, April 30, 2023 |
|
| 288 |
|
|
| 53 |
|
|
| 50 |
|
|
| 9,085 |
|
|
| 167 |
|
|
| 626 |
|
|
| 6,473 |
|
|
| — |
|
|
| 16,742 |
|
Additions |
|
| 5 |
|
|
| — |
|
|
| — |
|
|
| 2,729 |
|
|
| — |
|
|
| — |
|
|
| 90 |
|
|
| — |
|
|
| 2,824 |
|
Disposals |
|
| (1 | ) |
|
| — |
|
|
| — |
|
|
| (88 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (89 | ) |
Foreign exchange |
|
| (5 | ) |
|
| (1 | ) |
|
| (1 | ) |
|
| (207 | ) |
|
| (3 | ) |
|
| (3 | ) |
|
| (101 | ) |
|
| — |
|
|
| (321 | ) |
Balance, July 31, 2023 |
|
| 287 |
|
|
| 52 |
|
|
| 49 |
|
|
| 11,519 |
|
|
| 164 |
|
|
| 623 |
|
|
| 6,462 |
|
|
| — |
|
|
| 19,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Accumulated Depreciation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance, April 30, 2022 |
|
| 70 |
|
|
| 29 |
|
|
| 47 |
|
|
| 1,736 |
|
|
| 46 |
|
|
| 348 |
|
|
| 3,371 |
|
|
| — |
|
|
| 5,647 |
|
Depreciation |
|
| 84 |
|
|
| 3 |
|
|
| — |
|
|
| 1,109 |
|
|
| 58 |
|
|
| 40 |
|
|
| 977 |
|
|
| — |
|
|
| 2,271 |
|
Disposals |
|
| (3 | ) |
|
| — |
|
|
| — |
|
|
| (1,274 | ) |
|
| (57 | ) |
|
| — |
|
|
| (507 | ) |
|
| — |
|
|
| (1,841 | ) |
Foreign exchange |
|
| 6 |
|
|
| 1 |
|
|
| 3 |
|
|
| 181 |
|
|
| 10 |
|
|
| — |
|
|
| 72 |
|
|
| — |
|
|
| 273 |
|
Balance, April 30, 2023 |
|
| 157 |
|
|
| 33 |
|
|
| 50 |
|
|
| 1,752 |
|
|
| 57 |
|
|
| 388 |
|
|
| 3,913 |
|
|
| — |
|
|
| 6,350 |
|
Depreciation |
|
| 25 |
|
|
| 1 |
|
|
| — |
|
|
| 374 |
|
|
| 14 |
|
|
| 14 |
|
|
| 219 |
|
|
| — |
|
|
| 647 |
|
Disposals |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (61 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (61 | ) |
Foreign exchange |
|
| (2 | ) |
|
| — |
|
|
| (1 | ) |
|
| (38 | ) |
|
| (2 | ) |
|
| — |
|
|
| (61 | ) |
|
| — |
|
|
| (104 | ) |
Balance, July 31, 2023 |
|
| 180 |
|
|
| 34 |
|
|
| 49 |
|
|
| 2,027 |
|
|
| 69 |
|
|
| 402 |
|
|
| 4,071 |
|
|
| — |
|
|
| 6,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Net Book Value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
April 30, 2023 |
|
| 131 |
|
|
| 20 |
|
|
| — |
|
|
| 7,333 |
|
|
| 110 |
|
|
| 238 |
|
|
| 2,560 |
|
|
| — |
|
|
| 10,392 |
|
July 31, 2023 |
|
| 107 |
|
|
| 18 |
|
|
| — |
|
|
| 9,492 |
|
|
| 95 |
|
|
| 221 |
|
|
| 2,391 |
|
|
| — |
|
|
| 12,324 |
|
9
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
Changes in the value of the intangible assets during the three months ended July 31, 2023 and the year ended April 30, 2023 are as follows:
(in thousands) |
| Internally |
|
| Intellectual |
|
| Proprietary |
|
| Certifications |
|
| Customer List |
|
| Total |
| ||||||
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance, April 30, 2022 |
|
| 33 |
|
|
| 31,914 |
|
|
| 7,359 |
|
|
| 126 |
|
|
| 180 |
|
|
| 39,612 |
|
Foreign exchange |
|
| — |
|
|
| 3,229 |
|
|
| 744 |
|
|
| 13 |
|
|
| 18 |
|
|
| 4,004 |
|
Balance, April 30, 2023 |
|
| 33 |
|
|
| 35,143 |
|
|
| 8,103 |
|
|
| 139 |
|
|
| 198 |
|
|
| 43,616 |
|
Foreign exchange |
|
| — |
|
|
| (802 | ) |
|
| (185 | ) |
|
| (4 | ) |
|
| (4 | ) |
|
| (995 | ) |
Balance, July 31, 2023 |
|
| 33 |
|
|
| 34,341 |
|
|
| 7,918 |
|
|
| 135 |
|
|
| 194 |
|
|
| 42,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Accumulated Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance, April 30, 2022 |
|
| 8 |
|
|
| 1,693 |
|
|
| 5,491 |
|
|
| — |
|
|
| 30 |
|
|
| 7,222 |
|
Amortization |
|
| 7 |
|
|
| 2,710 |
|
|
| 1,477 |
|
|
| 128 |
|
|
| 92 |
|
|
| 4,414 |
|
Foreign exchange |
|
| (1 | ) |
|
| 372 |
|
|
| 665 |
|
|
| 9 |
|
|
| 10 |
|
|
| 1,055 |
|
Balance, April 30, 2023 |
|
| 14 |
|
|
| 4,775 |
|
|
| 7,633 |
|
|
| 137 |
|
|
| 132 |
|
|
| 12,691 |
|
Amortization |
|
| 2 |
|
|
| 665 |
|
|
| 154 |
|
|
| 2 |
|
|
| 24 |
|
|
| 847 |
|
Foreign exchange |
|
| — |
|
|
| (110 | ) |
|
| (174 | ) |
|
| (4 | ) |
|
| (2 | ) |
|
| (290 | ) |
Balance, July 31, 2023 |
|
| 16 |
|
|
| 5,330 |
|
|
| 7,613 |
|
|
| 135 |
|
|
| 154 |
|
|
| 13,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net Book Value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
April 30, 2023 |
|
| 19 |
|
|
| 30,368 |
|
|
| 470 |
|
|
| 2 |
|
|
| 66 |
|
|
| 30,925 |
|
July 31, 2023 |
|
| 17 |
|
|
| 29,011 |
|
|
| 305 |
|
|
| — |
|
|
| 40 |
|
|
| 29,373 |
|
10
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
The Company has leases for lab and office space and automobiles. Each lease is reflected in the consolidated statement of financial position as a right-of-use asset and a lease liability. The Company classifies right-of-use assets in a consistent manner to its property and equipment. The following is a schedule of the Company’s future minimum lease payments related to the equipment and automobiles under finance lease and the office lease obligation:
(in thousands) |
| $ |
| |
2024 |
|
| 1,287 |
|
2025 |
|
| 1,415 |
|
2026 |
|
| 1,376 |
|
2027 |
|
| 1,372 |
|
2028 |
|
| 1,366 |
|
More than 5 years |
|
| 6,227 |
|
Total minimum lease payments |
|
| 13,043 |
|
Less: imputed interest |
|
| (3,228 | ) |
Total present value of minimum lease payments |
|
| 9,815 |
|
Less: Current portion |
|
| (1,042 | ) |
Non-current portion |
|
| 8,773 |
|
Total cash outflow for leases during the three months ended July 31, 2023 was $0.4 million (2022 - $0.3 million).
The nature of the Company’s leases by type of right-of-use asset as at July 31, 2023 is as follows:
Right-of-use asset type |
| No. of right-of-use assets leased |
|
| Range of remaining term |
| Average remaining lease term |
| No. of leases with extension options |
|
| No. of leases with options to purchase |
|
| No. of leases with variable payments linked to an index |
|
| No. of leases with termination options |
| |||||
Lab and office facilities |
|
| 4 |
|
| 0.4 - 10.4 years |
| 5.0 years |
|
| 3 |
|
|
| — |
|
|
| 2 |
|
|
| 1 |
|
Automobiles |
|
| 6 |
|
| 1.0 - 3.4 years |
| 1.7 years |
|
| — |
|
|
| — |
|
|
| 6 |
|
|
| 6 |
|
11
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
Right-of-use assets
The changes in the value of right-of-use assets during the three months ended July 31, 2023 and the year ended April 30, 2023 are as follows:
(in thousands) |
| Building |
|
| Automobile |
|
| Lab |
|
| Total |
| ||||
Cost: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Balance, April 30, 2022 |
|
| 2,586 |
|
|
| 239 |
|
|
| 651 |
|
|
| 3,476 |
|
Additions |
|
| 7,593 |
|
|
| — |
|
|
| — |
|
|
| 7,593 |
|
Disposals |
|
| (1,290 | ) |
|
| (95 | ) |
|
| (687 | ) |
|
| (2,072 | ) |
Foreign exchange |
|
| 196 |
|
|
| 23 |
|
|
| 36 |
|
|
| 255 |
|
Balance, April 30, 2023 |
|
| 9,085 |
|
|
| 167 |
|
|
| — |
|
|
| 9,252 |
|
Additions |
|
| 2,729 |
|
|
| — |
|
|
| — |
|
|
| 2,729 |
|
Disposals |
|
| (88 | ) |
|
| — |
|
|
| — |
|
|
| (88 | ) |
Foreign exchange |
|
| (207 | ) |
|
| (3 | ) |
|
| — |
|
|
| (210 | ) |
Balance, July 31, 2023 |
|
| 11,519 |
|
|
| 164 |
|
|
| — |
|
|
| 11,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Accumulated Depreciation: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Balance, April 30, 2022 |
|
| 1,736 |
|
|
| 46 |
|
|
| 460 |
|
|
| 2,242 |
|
Depreciation |
|
| 1,109 |
|
|
| 58 |
|
|
| 198 |
|
|
| 1,365 |
|
Disposals |
|
| (1,274 | ) |
|
| (57 | ) |
|
| (507 | ) |
|
| (1,838 | ) |
Foreign exchange |
|
| 181 |
|
|
| 10 |
|
|
| (151 | ) |
|
| 40 |
|
Balance, April 30, 2023 |
|
| 1,752 |
|
|
| 57 |
|
|
| — |
|
|
| 1,809 |
|
Depreciation |
|
| 374 |
|
|
| 14 |
|
|
| — |
|
|
| 388 |
|
Disposals |
|
| (61 | ) |
|
| — |
|
|
| — |
|
|
| (61 | ) |
Foreign exchange |
|
| (38 | ) |
|
| (2 | ) |
|
| — |
|
|
| (40 | ) |
Balance, July 31, 2023 |
|
| 2,027 |
|
|
| 69 |
|
|
| — |
|
|
| 2,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net Book Value: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
April 30, 2022 |
|
| 7,333 |
|
|
| 110 |
|
|
| — |
|
|
| 7,443 |
|
July 31, 2022 |
|
| 9,492 |
|
|
| 95 |
|
|
| — |
|
|
| 9,587 |
|
Lease payments not recognized as a liability
The Company has elected not to recognize a lease liability for leases with an expected term of 12 months or less. Additionally, certain variable lease payments are not permitted to be recognized as lease liabilities and are recognized in profit and loss as incurred. The expense relating to payments not included in the measurement of the lease liability during the three months ended July 31, 2023 and 2022 are as follows:
(in thousands) |
| 2023 |
|
| 2022 |
| ||
Leases of low value assets |
|
| 4 |
|
|
| 10 |
|
Variable lease payments |
|
| 36 |
|
|
| 87 |
|
|
|
| 40 |
|
|
| 97 |
|
Unlimited common shares without par value.
12
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
2023 Transactions
During the year ended April 30, 2023, the Company issued 263,537 common shares pursuant to the exercise of stock options for total gross proceeds of $0.7 million. A value of $0.8 million was transferred from contributed surplus to share capital as a result.
During the year ended April 30, 2023, the Company issued 309,877 common shares with a value of $1.3 million pursuant to the conversion of $1.3 million principal balance of convertible debentures.
2024 Transactions
The Company did not issue common shares during the three months ended July 31, 2023.
13
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
The following table summarizes stock option awards during the three months ended July 31, 2023 and the year ended April 30, 2023, including the grant date fair value determined using the Black-Scholes option pricing model:
|
|
|
|
|
|
|
|
|
| Black-Scholes Option Pricing Model Inputs |
|
| ||||||||||||||||
Grant date |
| Stock options granted |
|
| Exercisable price/option |
|
| Awarded to |
| Share price on grant date |
| Dividend yield |
|
| Expected volatility |
|
| Risk-free rate |
|
| Expected life |
| Fair value | |||||
May 15, 2022(1) |
|
| 80,000 |
|
|
| 5.79 |
|
| Employees |
| 5.79 |
|
| 0 | % |
|
| 77 | % |
|
| 2.73 | % |
| 5.0 years |
| $0.3 million |
February 19, 2023(2) |
|
| 29,060 |
|
| 4.10(3) |
|
| Directors |
| 4.10(3) |
|
| 0 | % |
|
| 77 | % |
|
| 3.57 | % |
| 4.0 years |
| $0.1 million | |
February 19, 2023(1) |
|
| 609,452 |
|
| 4.10(3) |
|
| Officers and employees |
| 4.10(3) |
|
| 0 | % |
|
| 77 | % |
|
| 3.57 | % |
| 5.0 years |
| $2.2 million |
Expected volatility of options granted is based on the historical volatility of the company from January 1, 2019 to the option grant date.
During the three months ended July 31, 2023 the Company has recorded $0.8 million (2022 - $0.8 million) of share-based payments expense.
14
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
The changes in the stock options for the three months ended July 31, 2023 and the year ended April 30, 2023 are as follows:
|
| Number of |
|
| Weighted |
|
| Weighted |
| |||
Balance, April 30, 2022 (outstanding) |
|
| 1,624,150 |
|
|
| 7.93 |
|
|
| 3.11 |
|
Granted |
|
| 718,512 |
|
|
| 7.98 |
|
|
| — |
|
Exercised |
|
| (318,725 | ) |
|
| 3.26 |
|
|
| — |
|
Expired |
|
| (115,174 | ) |
|
| 10.75 |
|
|
| — |
|
Forfeited |
|
| (24,335 | ) |
|
| 20.30 |
|
|
| — |
|
Balance, April 30, 2023 (outstanding) |
|
| 1,884,428 |
|
|
| 8.29 |
|
|
| 2.88 |
|
Expired |
|
| (13,666 | ) |
|
| 17.90 |
|
|
| — |
|
Forfeited |
|
| (2,668 | ) |
|
| 7.95 |
|
|
| — |
|
Balance, July 31, 2023 (outstanding) |
|
| 1,868,094 |
|
|
| 7.91 |
|
|
| 3.02 |
|
Unvested |
|
| (658,825 | ) |
|
| 5.46 |
|
|
| 4.49 |
|
Exercisable, July 31, 2023 |
|
| 1,209,269 |
|
|
| 9.24 |
|
|
| 2.22 |
|
Details of the options outstanding as at July 31, 2023 are as follows:
Expiry Date |
| Exercise |
|
| Remaining |
|
| Options |
|
| Unvested |
|
| Vested |
| |||||
September 24, 2023 |
|
| 4.75 |
|
|
| 0.15 |
|
|
| 19,000 |
|
|
| — |
|
|
| 19,000 |
|
November 7, 2023 |
|
| 4.10 |
|
|
| 0.27 |
|
|
| 20,000 |
|
|
| — |
|
|
| 20,000 |
|
December 31, 2023 |
|
| 5.00 |
|
|
| 0.42 |
|
|
| 180,000 |
|
|
| — |
|
|
| 180,000 |
|
January 11, 2024 |
|
| 5.00 |
|
|
| 0.45 |
|
|
| 60,000 |
|
|
| — |
|
|
| 60,000 |
|
September 1, 2025 |
|
| 8.50 |
|
|
| 2.09 |
|
|
| 250,000 |
|
|
| — |
|
|
| 250,000 |
|
January 6, 2026 |
|
| 20.30 |
|
|
| 2.44 |
|
|
| 199,000 |
|
|
| — |
|
|
| 199,000 |
|
May 9, 2026(1) |
|
| 10.21 |
|
|
| 2.78 |
|
|
| 10,000 |
|
|
| 3,333 |
|
|
| 6,667 |
|
January 2, 2026 |
|
| 6.89 |
|
|
| 2.43 |
|
|
| 28,250 |
|
|
| — |
|
|
| 28,250 |
|
January 7, 2027 |
|
| 7.94 |
|
|
| 3.44 |
|
|
| 327,332 |
|
|
| — |
|
|
| 327,332 |
|
January 13, 2027 |
|
| 8.30 |
|
|
| 3.46 |
|
|
| 31,000 |
|
|
| — |
|
|
| 31,000 |
|
February 22, 2024 |
|
| 6.35 |
|
|
| 0.56 |
|
|
| 25,000 |
|
|
| — |
|
|
| 25,000 |
|
May 15, 2027 |
|
| 5.79 |
|
|
| 3.79 |
|
|
| 80,000 |
|
|
| 26,667 |
|
|
| 53,333 |
|
February 19, 2027(2) |
|
| 5.42 |
|
|
| 3.56 |
|
|
| 29,060 |
|
|
| 19,373 |
|
|
| 9,687 |
|
February 19, 2028(2) |
|
| 5.42 |
|
|
| 4.56 |
|
|
| 609,452 |
|
|
| 609,452 |
|
|
| — |
|
|
|
| 7.91 |
|
|
| 3.02 |
|
|
| 1,868,094 |
|
|
| 658,825 |
|
|
| 1,209,269 |
|
There were no changes in the finder's warrants during the three months ended July 31, 2023 or the year ended April 30, 2023. Details of the finder’s warrants outstanding as at July 31, 2023 are as follows:
Expiry Date |
| Exercise price |
|
| Remaining life |
|
| Warrants |
| |||
February 3, 2026(1) |
|
| 22.23 |
|
|
| 2.52 |
|
|
| 130,111 |
|
15
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
Expenses recognized for employee benefits for the three months ended July 31, 2023 and 2022 are detailed below:
(in thousands) |
| 2023 |
|
| 2022 |
| ||
Wages, salaries |
|
| 2,780 |
|
|
| 2,671 |
|
Employee benefits |
|
| 340 |
|
|
| 107 |
|
Payroll taxes |
|
| 181 |
|
|
| 261 |
|
Severance |
|
| 60 |
|
|
| — |
|
Share-based payments |
|
| 823 |
|
|
| 759 |
|
|
|
| 4,184 |
|
|
| 3,798 |
|
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; Brad McConn, CFO; Dr. Stefan Lang, former Chief Business Officer; Dr. Ilse Roodink, Chief Scientific Officer; Lisa Helbling, former Chief Financial Officer; and Directors of the Company. During the three months ended July 31, 2023 and 2022, the compensation for key management is as follows:
(in thousands) |
| 2023 |
|
| 2022 |
| ||
Salaries and other short-term benefits |
|
| 647 |
|
|
| 872 |
|
Severance (included in salaries) |
|
| 60 |
|
|
| — |
|
Share-based payments |
|
| 516 |
|
|
| 207 |
|
Director compensation (included in salaries) |
|
| 71 |
|
|
| 85 |
|
|
|
| 1,294 |
|
|
| 1,164 |
|
At July 31, 2023, included in accounts payable and accrued liabilities is $1.2 million (April 30, 2023 - $0.9 million) due to related parties. The amounts payable are non-interest bearing and unsecured.
These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted.
16
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
The Company entered into a lease agreement for a new facility for its Oss, the Netherlands location on October 16, 2021. The lease will have a five-year term with an optional five-year extension, and is estimated to commence March 1, 2024 at an estimated annual cost of €0.5 million indexed for inflation.
The share purchase agreement related to the acquisition of BioStrand includes contingent earnout payments based on 20% of the EBITDA of BioStrand, as defined in the share purchase agreement, over a 7-year period, which shall not exceed in total €12.0 million. The Company has determined these payments relate to post-acquisition services because they are contingent on the employment of two key employees and will be expensed in the period earned. As of July 31, 2023, the Company's unpaid commitment related to the BioStrand earnout is €12.0 million.
During May 2022, the Company received a €0.5 million round of grant funding from VLAIO (Flanders Innovation & Entrepreneurship), the research fund of the Flemish regional government in Belgium. During the three months ended July 31, 2023, the Company recorded €0.2 million in grant income related to this funding.
At July 31, 2023 and April 30, 2023, the Company has one reportable segment, being antibody production and related services.
The Company’s revenues are allocated to geographic regions for the three months ended July 31, 2023 and 2022 as follows:
|
| Three months ended |
| |||||
(in thousands) |
| 2023 |
|
| 2022 |
| ||
United States of America |
|
| 2,433 |
|
| 1,893 |
| |
Europe |
|
| 2,965 |
|
| 2,139 |
| |
Canada |
|
| 126 |
|
| 266 |
| |
Australia |
|
| 84 |
|
| 128 |
| |
Other |
|
| 80 |
|
| 263 |
| |
|
|
| 5,688 |
|
|
| 4,689 |
|
The Company’s revenues are allocated according to revenue types for the three months ended July 31, 2023 and 2022 as follows:
|
| Three months ended |
| |||||
(in thousands) |
| 2023 |
|
| 2022 |
| ||
Project revenue |
|
| 5,216 |
|
|
| 4,334 |
|
Product sales revenue |
|
| 399 |
|
|
| 296 |
|
Cryostorage revenue |
|
| 73 |
|
|
| 59 |
|
|
|
| 5,688 |
|
|
| 4,689 |
|
17
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
The Company’s non-current assets are allocated to geographic regions as of July 31, 2023 and April 30, 2023 as follows:
|
| July 31, |
|
| April 30, |
| ||
North America - Corporate |
|
| 82 |
|
|
| 89 |
|
North America |
|
| 3,432 |
|
|
| 1,025 |
|
Belgium |
|
| 38,852 |
|
|
| 40,406 |
|
Netherlands |
|
| 18,498 |
|
|
| 19,501 |
|
|
|
| 60,864 |
|
|
| 61,021 |
|
Geographic segmentation of the Company’s net income (loss) for the three months ended July 31, 2023 and 2022 is as follows:
|
| Three months ended |
| |||||
(in thousands) |
| 2023 |
|
| 2022 |
| ||
North America - Corporate |
|
| (1,545 | ) |
| (2,136 | ) | |
North America |
|
| (699 | ) |
| (6,708 | ) | |
Belgium |
|
| (967 | ) |
| (928 | ) | |
Netherlands |
|
| (354 | ) |
| 391 |
| |
|
|
| (3,565 | ) |
|
| (9,381 | ) |
Geographic segmentation of the interest and accretion, and amortization and depreciation for the three months ended July 31, 2023 and 2022 is as follows:
|
| Three months ended |
| |||||
Interest and accretion |
| 2023 |
|
| 2022 |
| ||
North America - Corporate |
|
| 6 |
|
| 17 |
| |
North America |
|
| 32 |
|
| 8 |
| |
Belgium |
|
| 3 |
|
| 5 |
| |
Netherlands |
|
| 118 |
|
| 18 |
| |
|
|
| 159 |
|
|
| 48 |
|
|
| Three months ended |
| |||||
Amortization and depreciation |
| 2023 |
|
| 2022 |
| ||
North America - Corporate |
|
| 3 |
|
| 3 |
| |
North America |
|
| 157 |
|
| 180 |
| |
Belgium |
|
| 605 |
|
| 658 |
| |
Netherlands |
|
| 729 |
|
| 709 |
| |
|
|
| 1,494 |
|
|
| 1,550 |
|
18
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
Non-cash investing and financing transactions |
| July 31, |
|
| July 31, |
| ||
Acquisition of building and equipment by lease |
|
| 2,729 |
|
|
| 3 |
|
Settlement of convertible debentures |
|
| — |
|
|
| 1,315 |
|
The following changes in liabilities arose from financing activities:
|
|
|
|
|
|
|
| Non-cash changes |
|
|
|
| ||||||||||||||||
(in thousands) |
| April 30, |
|
| Cash Flows |
|
| Acquisition |
|
| Settlement |
|
| Accretion |
|
| Foreign |
|
| July 31, |
| |||||||
Deferred acquisition payments |
|
| 717 |
|
|
| — |
|
|
| — |
|
|
| (146 | ) |
|
| 5 |
|
|
| (17 | ) |
|
| 559 |
|
Leases |
|
| 7,267 |
|
|
| (405 | ) |
|
| 2,729 |
|
|
| — |
|
|
| — |
|
|
| 224 |
|
|
| 9,815 |
|
Total |
|
| 7,984 |
|
|
| (405 | ) |
|
| 2,729 |
|
|
| (146 | ) |
|
| 5 |
|
|
| 207 |
|
|
| 10,374 |
|
|
|
|
|
|
|
|
| Non-cash changes |
|
|
|
| ||||||||||||||||
(in thousands) |
| April 30, |
|
| Cash Flows |
|
| Acquisition |
|
| Debt forgiven |
|
| Accretion |
|
| Foreign |
|
| July 31, |
| |||||||
Deferred acquisition payments |
|
| 1,305 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (47 | ) |
|
| 1,258 |
|
Convertible debentures |
|
| 1,312 |
|
|
| — |
|
|
| — |
|
|
| (1,315 | ) |
|
| 3 |
|
|
| — |
|
|
| — |
|
Leases |
|
| 1,455 |
|
|
| (257 | ) |
|
| 3 |
|
|
| — |
|
|
| — |
|
|
| (77 | ) |
|
| 1,124 |
|
Total |
|
| 4,072 |
|
|
| (257 | ) |
|
| 3 |
|
|
| (1,315 | ) |
|
| 3 |
|
|
| (124 | ) |
|
| 2,382 |
|
19
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2023 and 2022
(Unaudited - Expressed in Canadian dollars)
On August 15, 2023, the Company established an at-the-market equity offering facility ("ATM Facility"). An Open Market Sales Agreement ("ATM Agreement") was entered into with Jefferies LLC, as sole sales agent ("Agent") on August 15, 2023. The Company is entitled, at its discretion and from time-to-time during the term of the ATM Agreement, to sell, through the Agent common shares of the Company. On August 16, 2023, the Company filed a prospectus supplement permitting the sales of common shares having an aggregate gross sales price of up to US$60.0 million. Sales of the common shares will be made in transactions that are deemed to be "at-the-market distributions" as defined in Rule 415(a)(4) of the United Securities Act of 1933, as amended, including, without limitation, sales made directly on the Nasdaq or any other existing trading market for the common shares in the United States. No offers or sales of common shares will be made in Canada. The Company will determine, at its sole discretion, the date, minimum price and maximum number of common shares to be sold under the ATM Facility. The common shares will be distributed from time to time in negotiated transactions, at market prices prevailing at the time of sale, at prices relating to such prevailing market prices, and/or in any other manner permitted by applicable law. As such, the prices may vary between purchasers over time. The Company is not required to sell any common shares at any time during the term of the ATM Facility.
20