Exhibit 99.2
IMMUNOPRECISE ANTIBODIES LTD.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
|
|
|
IMMUNOPRECISE ANTIBODIES LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited - Expressed in Canadian dollars)
(in thousands) |
| Note |
|
| January 31, 2022 $ |
|
| April 30, 2021 $ |
| |||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
| 32,986 |
|
|
| 41,759 |
|
Amounts receivable |
|
|
|
|
|
| 2,462 |
|
|
| 2,858 |
|
Sales tax receivable |
|
|
|
|
|
| 104 |
|
|
| 491 |
|
Inventory |
|
|
|
|
|
| 1,534 |
|
|
| 1,204 |
|
Unbilled revenue |
|
|
|
|
|
| 889 |
|
|
| 770 |
|
Prepaid expenses |
|
|
|
|
|
| 2,584 |
|
|
| 1,776 |
|
|
|
|
|
|
|
| 40,559 |
|
|
| 48,858 |
|
Restricted cash |
|
|
|
|
|
| 81 |
|
|
| 79 |
|
Deposit on equipment |
|
|
|
|
|
| 160 |
|
|
| 52 |
|
Investment |
|
| 7 |
|
|
| 105 |
|
|
| 111 |
|
Property and equipment |
| 8, 13 |
|
|
| 3,571 |
|
|
| 4,024 |
| |
Intangible assets |
|
| 9 |
|
|
| 4,522 |
|
|
| 6,058 |
|
Goodwill |
|
|
|
|
|
| 7,450 |
|
|
| 7,777 |
|
Total assets |
|
|
|
|
|
| 56,448 |
|
|
| 66,959 |
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| 15 |
|
|
| 3,297 |
|
|
| 3,011 |
| |
Sales tax payable |
|
|
|
|
|
| — |
|
|
| 140 |
|
Deferred revenue |
|
|
|
|
|
| 983 |
|
|
| 1,111 |
|
Income taxes payable |
|
|
|
|
|
| 588 |
|
|
| 326 |
|
Convertible debentures – liability component |
|
| 12 |
|
|
| 1,292 |
|
|
| — |
|
Leases |
|
| 13 |
|
|
| 982 |
|
|
| 986 |
|
Deferred acquisition payments |
| 5, 6 |
|
|
| — |
|
|
| 498 |
| |
|
|
|
|
|
|
| 7,142 |
|
|
| 6,072 |
|
Convertible debentures – liability component |
|
| 12 |
|
|
| — |
|
|
| 1,531 |
|
Leases |
|
| 13 |
|
|
| 540 |
|
|
| 940 |
|
Deferred income tax liability |
|
|
|
|
|
| 1,078 |
|
|
| 1,492 |
|
|
|
|
|
|
|
| 8,760 |
|
|
| 10,035 |
|
SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
| 14 |
|
|
| 81,790 |
|
|
| 80,102 |
|
Convertible debentures – equity component |
|
| 12 |
|
|
| 102 |
|
|
| 127 |
|
Contributed surplus |
|
| 14 |
|
|
| 9,165 |
|
|
| 7,201 |
|
Accumulated other comprehensive income (loss) |
|
|
|
|
|
| (1,485 | ) |
|
| (687 | ) |
Accumulated deficit |
|
|
|
|
|
| (41,884 | ) |
|
| (29,819 | ) |
|
|
|
|
|
|
| 47,688 |
|
|
| 56,924 |
|
Total liabilities and shareholders’ equity |
|
|
|
|
|
| 56,448 |
|
|
| 66,959 |
|
Nature of operations (Note 1)
Subsequent event (Note 14)
Approved and authorized on behalf of the Board of Directors on March 16, 2022
“James Kuo” Director “Greg Smith” 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 January 31, |
|
| Nine months ended January 31, |
| ||||||||||
(in thousands, except share data) |
| Note |
|
| 2022 $ |
|
| 2021 $ |
|
| 2022 $ |
|
| 2021 $ |
| |||||
REVENUE |
|
|
|
|
|
| 4,815 |
|
|
| 4,515 |
|
|
| 14,125 |
|
|
| 13,035 |
|
COST OF SALES |
|
|
|
|
|
| 2,229 |
|
|
| 953 |
|
|
| 6,458 |
|
|
| 4,274 |
|
GROSS PROFIT |
|
|
|
|
|
| 2,586 |
|
|
| 3,562 |
|
|
| 7,667 |
|
|
| 8,761 |
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising |
|
|
|
|
|
| 228 |
|
|
| 216 |
|
|
| 589 |
|
|
| 505 |
|
Amortization and depreciation |
| 8, 9 |
|
|
| 638 |
|
|
| 731 |
|
|
| 1,948 |
|
|
| 2,125 |
| |
Asset impairment charge |
| 8, 13 |
|
|
| 167 |
|
|
| — |
|
|
| 167 |
|
|
| — |
| |
Bad debt expense (recovery) |
|
|
|
|
|
| 7 |
|
|
| (2 | ) |
|
| (17 | ) |
|
| (23 | ) |
Consulting fees |
|
|
|
|
|
| 299 |
|
|
| 124 |
|
|
| 650 |
|
|
| 318 |
|
Foreign exchange loss (gain) |
|
|
|
|
|
| (55 | ) |
|
| 96 |
|
|
| (16 | ) |
|
| 142 |
|
Insurance |
|
|
|
|
|
| 510 |
|
|
| 204 |
|
|
| 1,470 |
|
|
| 301 |
|
Interest and bank charges |
|
|
|
|
|
| 96 |
|
|
| 91 |
|
|
| 258 |
|
|
| 398 |
|
Management fees |
|
| 15 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 269 |
|
Office and general |
|
|
|
|
|
| 224 |
|
|
| 624 |
|
|
| 748 |
|
|
| 980 |
|
Professional fees |
|
|
|
|
|
| 513 |
|
|
| 692 |
|
|
| 1,135 |
|
|
| 1,113 |
|
Rent |
|
|
|
|
|
| 44 |
|
|
| 57 |
|
|
| 114 |
|
|
| 147 |
|
Repairs and maintenance |
|
|
|
|
|
| 54 |
|
|
| 29 |
|
|
| 161 |
|
|
| 184 |
|
Research and development |
|
|
|
|
|
| 1,820 |
|
|
| — |
|
|
| 5,787 |
|
|
| 1,358 |
|
Salaries and benefits |
|
| 15 |
|
|
| 1,789 |
|
|
| 1,074 |
|
|
| 4,633 |
|
|
| 3,925 |
|
Share-based payments |
| 14, 15 |
|
|
| 492 |
|
|
| 852 |
|
|
| 2,297 |
|
|
| 1,426 |
| |
Telephone and utilities |
|
|
|
|
|
| 12 |
|
|
| 23 |
|
|
| 35 |
|
|
| 51 |
|
Travel |
|
|
|
|
|
| 55 |
|
|
| 12 |
|
|
| 169 |
|
|
| 42 |
|
|
|
|
|
|
|
| 6,893 |
|
|
| 4,823 |
|
|
| 20,128 |
|
|
| 13,261 |
|
Loss before other income (expenses) and income taxes |
|
|
|
|
|
| (4,307 | ) |
|
| (1,261 | ) |
|
| (12,461 | ) |
|
| (4,500 | ) |
OTHER INCOME (EXPENSES) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion |
| 5, 6, 12 |
|
|
| (21 | ) |
|
| (78 | ) |
|
| (65 | ) |
|
| (287 | ) | |
Grant income |
| 17 |
|
|
| 36 |
|
|
| — |
|
|
| 36 |
|
|
| 1,881 |
| |
Subsidy income |
| 17 |
|
|
| — |
|
|
| 122 |
|
|
| 20 |
|
|
| 396 |
| |
Interest and other income |
|
|
|
|
|
| 160 |
|
|
| 12 |
|
|
| 170 |
|
|
| 557 |
|
Unrealized foreign exchange gain (loss) |
|
|
|
|
|
| 514 |
|
|
| — |
|
|
| 821 |
|
|
| (30 | ) |
|
|
|
|
|
|
| 689 |
|
|
| 56 |
|
|
| 982 |
|
|
| 2,517 |
|
Loss before income taxes |
|
|
|
|
|
| (3,618 | ) |
|
| (1,205 | ) |
|
| (11,479 | ) |
|
| (1,983 | ) |
Income taxes |
|
|
|
|
|
| (208 | ) |
|
| (89 | ) |
|
| (586 | ) |
|
| (324 | ) |
NET LOSS FOR THE PERIOD |
|
|
|
|
|
| (3,826 | ) |
|
| (1,294 | ) |
|
| (12,065 | ) |
|
| (2,307 | ) |
OTHER COMPREHENSIVE INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that will be reclassified subsequently to loss |
| |||||||||||||||||||
Exchange difference on translating foreign operations |
|
|
| (64 | ) |
|
| (20 | ) |
|
| (798 | ) |
|
| 460 |
| |||
COMPREHENSIVE LOSS FOR THE PERIOD |
|
|
|
|
|
| (3,890 | ) |
|
| (1,314 | ) |
|
| (12,863 | ) |
|
| (1,847 | ) |
LOSS PER SHARE – BASIC AND DILUTED |
|
|
|
|
|
| (0.20 | ) |
|
| (0.08 | ) |
|
| (0.62 | ) |
|
| (0.15 | ) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |
|
|
| 19,429,459 |
|
|
| 16,904,356 |
|
|
| 19,332,597 |
|
|
| 15,678,839 |
|
The accompanying notes are an integral part of these condensed interim consolidated financial statements
3
IMMUNOPRECISE ANTIBODIES LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited - Expressed in Canadian dollars)
(in thousands, except share data) |
| Number of Shares |
|
| Share Capital $ |
|
| Convertible Debentures – Equity Component $ |
|
| Contributed Surplus $ |
|
| Accumulated Other Comprehensive (Loss) Income $ |
|
| Accumulated Deficit $ |
|
| Total $ |
| |||||||
Balance, April 30, 2020 |
|
| 13,984,018 |
|
|
| 34,087 |
|
|
| — |
|
|
| 3,778 |
|
|
| (300 | ) |
|
| (22,479 | ) |
|
| 15,086 |
|
Shares issued pursuant to deferred acquisition payment to IPA Europe |
|
| 132,833 |
|
|
| 511 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 511 |
|
Shares issued pursuant to deferred acquisition payment to UPE |
|
| 203,178 |
|
|
| 1,047 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,047 |
|
Shares issued pursuant to option exercise |
|
| 138,100 |
|
|
| 727 |
|
|
| — |
|
|
| (299 | ) |
|
| — |
|
|
| — |
|
|
| 428 |
|
Shares issued pursuant to warrant exercise |
|
| 2,485,817 |
|
|
| 15,119 |
|
|
| — |
|
|
| (392 | ) |
|
| — |
|
|
| — |
|
|
| 14,727 |
|
Convertible debentures |
|
| — |
|
|
| — |
|
|
| 204 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 204 |
|
Shares issued pursuant to conversion of convertible debentures |
|
| 175,289 |
|
|
| 735 |
|
|
| (58 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 677 |
|
Share-based payments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,426 |
|
|
| — |
|
|
| — |
|
|
| 1,426 |
|
Comprehensive income (loss) for the period |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 460 |
|
|
| (2,307 | ) |
|
| (1,847 | ) |
Balance, January 31, 2021 |
|
| 17,119,235 |
|
|
| 52,226 |
|
|
| 146 |
|
|
| 4,513 |
|
|
| 160 |
|
|
| (24,786 | ) |
|
| 32,259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except share data) |
| Number of Shares |
|
| Share Capital $ |
|
| Convertible Debentures – Equity Component $ |
|
| Contributed Surplus $ |
|
| Accumulated Other Comprehensive (Loss) Income $ |
|
| Accumulated Deficit $ |
|
| Total $ |
| |||||||
Balance, April 30, 2021 |
|
| 19,169,216 |
|
|
| 80,102 |
|
|
| 127 |
|
|
| 7,201 |
|
|
| (687 | ) |
|
| (29,819 | ) |
|
| 56,924 |
|
Shares issued pursuant to deferred acquisition payment to IPA Europe |
|
| 41,488 |
|
|
| 503 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 503 |
|
Shares issued pursuant to option exercise |
|
| 158,000 |
|
|
| 788 |
|
|
| — |
|
|
| (326 | ) |
|
| — |
|
|
| — |
|
|
| 462 |
|
Shares issued pursuant to warrant exercise |
|
| 17,194 |
|
|
| 68 |
|
|
| — |
|
|
| (7 | ) |
|
| — |
|
|
| — |
|
|
| 61 |
|
Shares issued pursuant to conversion of convertible debentures |
|
| 75,292 |
|
|
| 329 |
|
|
| (25 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 304 |
|
Share-based payments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,297 |
|
|
| — |
|
|
| — |
|
|
| 2,297 |
|
Comprehensive loss for the period |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (798 | ) |
|
| (12,065 | ) |
|
| (12,863 | ) |
Balance, January 31, 2022 |
|
| 19,461,190 |
|
|
| 81,790 |
|
|
| 102 |
|
|
| 9,165 |
|
|
| (1,485 | ) |
|
| (41,884 | ) |
|
| 47,688 |
|
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 nine months ended January 31, 2022 and 2022
(Unaudited - Expressed in Canadian Dollars)
(in thousands) |
| Note |
| 2022 $ |
|
| 2021 $ |
| ||
Operating activities: |
|
|
|
|
|
|
|
|
|
|
Net loss for the period |
|
|
|
| (12,065 | ) |
|
| (2,307 | ) |
Items not affecting cash: |
|
|
|
|
|
|
|
|
|
|
Amortization and depreciation |
| 8, 9 |
|
| 2,843 |
|
|
| 2,822 |
|
Asset impairment |
| 8, 13 |
|
| 167 |
|
|
| — |
|
Deferred income taxes |
|
|
|
| 586 |
|
|
| (294 | ) |
Accretion |
| 5, 6, 12 |
|
| 65 |
|
|
| 287 |
|
Foreign exchange |
|
|
|
| (837 | ) |
|
| — |
|
Loan forgiven |
| 11 |
|
| — |
|
|
| (280 | ) |
Share-based payments |
| 14, 15 |
|
| 2,297 |
|
|
| 1,426 |
|
|
|
|
|
| (6,944 | ) |
|
| 1,654 |
|
Changes in non-cash working capital related to operations: |
|
|
|
|
|
|
|
|
|
|
Amounts receivable |
|
|
|
| 322 |
|
|
| (818 | ) |
Inventory |
|
|
|
| (300 | ) |
|
| (309 | ) |
Unbilled revenue |
|
|
|
| (125 | ) |
|
| 143 |
|
Prepaid expenses |
|
|
|
| (860 | ) |
|
| (2,050 | ) |
Accounts payable and accrued liabilities |
| 15 |
|
| 283 |
|
|
| 651 |
|
Sales and income taxes payable and receivable |
|
|
|
| (425 | ) |
|
| 509 |
|
Deferred revenue |
|
|
|
| (85 | ) |
|
| 351 |
|
Net cash (used in) provided by operating activities |
|
|
|
| (8,134 | ) |
|
| 131 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
Purchase of equipment |
| 8 |
|
| (924 | ) |
|
| (850 | ) |
Internally generated development costs |
| 9 |
|
| — |
|
|
| (270 | ) |
Purchase of customer list |
|
|
|
| (191 | ) |
|
| — |
|
Deferred acquisition payment |
| 5, 6 |
|
| — |
|
|
| (519 | ) |
Net cash used in investing activities |
|
|
|
| (1,115 | ) |
|
| (1,639 | ) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
Proceeds on share issuance, net of transaction costs |
| 14 |
|
| 523 |
|
|
| 15,155 |
|
Repayment of leases |
| 13 |
|
| (702 | ) |
|
| (696 | ) |
Loan repayments |
| 11 |
|
| — |
|
|
| (29 | ) |
Proceeds from convertible debentures, net of transaction costs |
| 12 |
|
| — |
|
|
| 2,202 |
|
Repayment of debentures |
| 10 |
|
| — |
|
|
| (2,000 | ) |
Net cash (used in) provided by financing activities |
|
|
|
| (179 | ) |
|
| 14,632 |
|
(Decrease) increase in cash during the period |
|
|
|
| (9,428 | ) |
|
| 13,124 |
|
Foreign exchange |
|
|
|
| 657 |
|
|
| (14 | ) |
Cash – beginning of the period |
|
|
|
| 41,838 |
|
|
| 2,691 |
|
Cash – end of the period |
|
|
|
| 33,067 |
|
|
| 15,801 |
|
Cash is comprised of: |
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
| 32,986 |
|
|
| 15,720 |
|
Restricted cash |
|
|
|
| 81 |
|
|
| 81 |
|
|
|
|
|
| 33,067 |
|
|
| 15,801 |
|
Cash paid for interest |
|
|
|
| 38 |
|
|
| 90 |
|
Cash paid for income tax |
|
|
|
| 671 |
|
|
| 175 |
|
Supplemental cash flow information (Note 19)
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 and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
1. | NATURE OF OPERATIONS |
ImmunoPrecise Antibodies Ltd. (the "Company" or “IPA”) was incorporated under the laws of Alberta on November 22, 1983. The Company is listed on the TSX Venture Exchange (the “TSXV”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s common shares were approved for listing on the NASDAQ Global Market (“Nasdaq”) under the trading ticker symbol “IPA.” Trading on Nasdaq commenced at market open on December 30, 2020. The Company is a supplier of custom hybridoma development services. The address of the Company's corporate office is 3204 – 4464 Markham Street, Victoria, BC, Canada V8Z 7X8.
On November 23, 2020, the Company consolidated its issued and outstanding common shares on the basis of 5 pre-consolidation shares for one post-consolidation share (the “Consolidation”). All references to share and per share amounts in these condensed interim consolidated financial statements have been retroactively restated to reflect the Consolidation.
Going concern basis
The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. This assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. The Company has incurred operating losses since inception, including $12.1 million for the nine months ended January 31, 2022 and has accumulated a deficit of $41.9 million as of January 31, 2022. The Company has $33.0 million cash on hand as of January 31, 2022 which will sustain its existing operations through at least the next twelve months. The Company may need to raise additional funds in order to fund its 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. Accordingly, the condensed interim consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the condensed interim consolidated financial statements.
COVID-19 Pandemic
In March 2020, there was a global pandemic outbreak of COVID-19. The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and specifically, the regional economies in which the Company operates. The pandemic could result in delays in the course of business and could have a negative impact on the Company’s ability to raise new capital. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time.
2. | BASIS OF PRESENTATION |
| (a) | Statement of compliance |
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, 2021. 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, 2021.
These condensed interim consolidated financial statements were approved by the Board of Directors.
6
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
| (b) | Basis of measurement |
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.
| (c) | Basis of consolidation |
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 Interest - January 31, 2022 |
|
| % Equity Interest - April 30, 2021 |
|
| Country of Incorporation |
| Functional Currency |
ImmunoPrecise Antibodies (Canada) Ltd. |
| 100% |
|
| 100% |
|
| Canada |
| Canadian dollar |
ImmunoPrecise Antibodies (USA) Ltd. ("IPA USA") |
| 100% |
|
| 100% |
|
| USA |
| US dollar |
ImmunoPrecise Antibodies (N.D.) Ltd. |
| 100% |
|
| 100% |
|
| USA |
| US dollar |
ImmunoPrecise Antibodies (MA) LLC |
| 100% |
|
| 100% |
|
| USA |
| US dollar |
Talem Therapeutics LLC ("Talem") |
| 100% |
|
| 100% |
|
| USA |
| US dollar |
ImmunoPrecise Netherlands B.V. |
| 100% |
|
| 100% |
|
| Netherlands |
| Euro |
ImmunoPrecise Antibodies (Europe) B.V. ("IPA Europe") |
| 100% |
|
| 100% |
|
| Netherlands |
| Euro |
ImmunoPrecise Antibodies (Quebec), Ltd. |
| 100% |
|
| 100% |
|
| Canada |
| Canadian dollar |
9438-9244 Quebec, Inc. |
| 100% |
|
| 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 Company changed the name of ModiQuest Research B.V. to ImmunoPreicse Antibodies (Europe) B.V. during the fiscal year ended April 30, 2019. The Company merged U-Protein Express B.V. and Immulease B.V. into ImmunoPrecise Antibodies (Europe) B.V., a wholly owned subsidiary of ImmunoPrecise Netherlands B.V., on January 1, 2021.
| (d) | Functional and presentation currency |
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.
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.
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.
7
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
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.
3. | ADOPTION OF NEW ACCOUNTING STANDARDS |
The Company has adopted no new accounting standards during the nine months ended January 31, 2022.
Standards not yet adopted
Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37)
The amendments to IAS 37 specify which costs an entity includes in determining the cost of fulfilling a contract for the purpose of assessing whether the contract is onerous. Costs that relate directly to a contract can either be incremental costs of fulfilling contracts (an example would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract).
These amendments are effective for reporting periods beginning on or after January 1, 2022.
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.
These amendments are effective for reporting periods beginning on or after January 1, 2023.
4. | CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS |
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, 2021.
8
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
5. | ACQUISITION OF U-PROTEIN |
On August 22, 2017, the Company completed the acquisition of U-Protein whereby the Company acquired all of the issued and outstanding shares of U-Protein for €6.83 million on terms as follows:
| • | €2.7 million (CAD$4.1 million) was paid in cash on closing; |
| • | 606,101 common shares of the Company were issued on closing; and |
| • | €2.0 million in deferred payments over a three-year period. The deferred payments can be made in cash or common shares of the Company at the election of U-Protein shareholders. |
The deferred payments of €2.0 million over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 16.2% was used. The changes in the value of the deferred payments during the nine months ended January 31, 2022 and the year ended April 30, 2021 are as follows:
(in thousands) |
| $ |
| |
Balance, April 30, 2020 |
|
| 932 |
|
Accretion expense |
|
| 89 |
|
Payment |
|
| (1,047 | ) |
Foreign exchange |
|
| 26 |
|
Balance, April 30, 2021 and January 31, 2022 |
|
| — |
|
6. | ACQUISITION OF IPA EUROPE AND IMMULEASE |
On April 5, 2018, the Company acquired all of the issued and outstanding shares of IPA Europe and its sister entity, Immulease, for an aggregate purchase price of €7.0 million on terms as follows:
| • | €2.5 million (CAD$4.0 million) was paid in cash on closing; |
| • | 1,320,080 common shares of the Company were issued on closing; and |
| • | €2.0 million in deferred payments over a three-year period. The deferred payments are made in three equal installments of cash and equity totaling €0.7 million. |
The deferred payments of €2.0 million over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 14.0% was used. The changes in value of the deferred payments during the nine months ended January 31, 2022 and the year ended April 30, 2021 are as follows:
(in thousands) |
| $ |
| |
Balance, April 30, 2020 |
|
| 1,894 |
|
Accretion expense |
|
| 133 |
|
Repayment |
|
| (1,540 | ) |
Foreign exchange |
|
| 11 |
|
Balance, April 30, 2021 |
|
| 498 |
|
Repayment |
|
| (503 | ) |
Foreign exchange |
|
| 5 |
|
Balance, January 31, 2022 |
|
| — |
|
9
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
7. | INVESTMENT |
Investment consists of a 29% (April 30, 2021 – 29%) interest in QVQ Holding B.V. (“QVQ”), which is recorded at fair value using precedent shareholder equity transactions. Judgment is required as to the extent of influence that the Company has over QVQ. The Company considered the extent of voting power over the entity, the power to participate in financial and operating policy decisions of the entity, representation on the board of directors, material transactions between the entities, interchange of management personnel, and provision of essential technical information. The Company has determined that the Company is not considered to have significant influence over QVQ, as the Company does not have the power to participate in financial and operating policy decisions and does not have representation on the Board of Directors of QVQ.
8. | PROPERTY AND EQUIPMENT |
The table below includes both property and equipment and right-of-use assets.
(in thousands) |
| Computer Hardware $ |
|
| Furniture & Equipment $ |
|
| Computer Software $ |
|
| Building $ |
|
| Automobile $ |
|
| Leasehold Improvements $ |
|
| Lab Equipment $ |
|
|
Total $ |
| ||||||||
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2020 |
|
| 54 |
|
|
| 36 |
|
|
| 50 |
|
|
| 2,384 |
|
|
| 50 |
|
|
| 351 |
|
|
| 3,098 |
|
|
| 6,023 |
|
Additions |
|
| 42 |
|
|
| — |
|
|
| — |
|
|
| 582 |
|
|
| 45 |
|
|
| 2 |
|
|
| 2,001 |
|
|
| 2,672 |
|
Disposals |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (18 | ) |
|
| (18 | ) |
Lease modification |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (188 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (188 | ) |
Foreign exchange |
|
| — |
|
|
| — |
|
|
| (1 | ) |
|
| (48 | ) |
|
| (1 | ) |
|
| — |
|
|
| (33 | ) |
|
| (83 | ) |
Balance, April 30, 2021 |
|
| 96 |
|
|
| 36 |
|
|
| 49 |
|
|
| 2,730 |
|
|
| 94 |
|
|
| 353 |
|
|
| 5,048 |
|
|
| 8,406 |
|
Additions |
|
| 31 |
|
|
| — |
|
|
| — |
|
|
| 326 |
|
|
| 1 |
|
|
| — |
|
|
| 862 |
|
|
| 1,220 |
|
Disposals |
|
| (21 | ) |
|
| (5 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (26 | ) |
Lease modification |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (23 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (23 | ) |
Subsidy reimbursement |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (102 | ) |
|
| (102 | ) |
Asset impairment |
|
| — |
|
|
| — |
|
|
|
|
|
|
| (366 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (366 | ) |
Foreign exchange |
|
| (1 | ) |
|
| 1 |
|
|
| (1 | ) |
|
| (59 | ) |
|
| (4 | ) |
|
| — |
|
|
| (97 | ) |
|
| (161 | ) |
Balance, January 31, 2022 |
|
| 105 |
|
|
| 32 |
|
|
| 48 |
|
|
| 2,608 |
|
|
| 91 |
|
|
| 353 |
|
|
| 5,711 |
|
|
| 8,948 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2020 |
|
| 37 |
|
|
| 18 |
|
|
| 35 |
|
|
| 700 |
|
|
| 7 |
|
|
| 226 |
|
|
| 1,922 |
|
|
| 2,945 |
|
Depreciation |
|
| 24 |
|
|
| 10 |
|
|
| 8 |
|
|
| 711 |
|
|
| 21 |
|
|
| 70 |
|
|
| 800 |
|
|
| 1,644 |
|
Disposals |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (18 | ) |
|
| (18 | ) |
Lease modification |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (42 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (42 | ) |
Foreign exchange |
|
| — |
|
|
| — |
|
|
| (1 | ) |
|
| (35 | ) |
|
| (1 | ) |
|
| — |
|
|
| (110 | ) |
|
| (147 | ) |
Balance, April 30, 2021 |
|
| 61 |
|
|
| 28 |
|
|
| 42 |
|
|
| 1,334 |
|
|
| 27 |
|
|
| 296 |
|
|
| 2,594 |
|
|
| 4,382 |
|
Depreciation |
|
| 21 |
|
|
| 4 |
|
|
| 5 |
|
|
| 534 |
|
|
| 17 |
|
|
| 44 |
|
|
| 706 |
|
|
| 1,331 |
|
Disposals |
|
| (21 | ) |
|
| (5 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (26 | ) |
Asset Impairment |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (199 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (199 | ) |
Foreign exchange |
|
| (1 | ) |
|
| 1 |
|
|
| (1 | ) |
|
| (38 | ) |
|
| (1 | ) |
|
| — |
|
|
| (71 | ) |
|
| (111 | ) |
Balance, January 31, 2022 |
|
| 60 |
|
|
| 28 |
|
|
| 46 |
|
|
| 1,631 |
|
|
| 43 |
|
|
| 340 |
|
|
| 3,229 |
|
|
| 5,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Book Value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2021 |
|
| 35 |
|
|
| 8 |
|
|
| 7 |
|
|
| 1,396 |
|
|
| 67 |
|
|
| 57 |
|
|
| 2,454 |
|
|
| 4,024 |
|
January 31, 2022 |
|
| 45 |
|
|
| 4 |
|
|
| 2 |
|
|
| 977 |
|
|
| 48 |
|
|
| 13 |
|
|
| 2,482 |
|
|
| 3,571 |
|
10
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
9. | INTANGIBLE ASSETS |
The intangible assets were acquired as a result of the acquisitions of U-Protein and IPA Europe and are amortized using the straight-line method over their useful lives. The intellectual property has a useful life of 10 years, the proprietary processes have a useful life of 5 years, and the customer list a useful life of 2 years. The internally generated development costs commence amortization once the development process is ready to be used. The changes in the value of the intangible assets during the nine months ended January 31, 2022 and the year ended April 30, 2021 are as follows:
(in thousands) |
| Internally Generated Development Costs $ |
|
| Intellectual Property $ |
|
| Proprietary Processes $ |
|
| Certifications $ |
|
| Customer List $ |
|
|
Total $ |
| ||||||
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2020 |
|
| 115 |
|
|
| 4,159 |
|
|
| 7,765 |
|
|
| 140 |
|
|
| — |
|
|
| 12,179 |
|
Costs expensed |
|
| (80 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (80 | ) |
Foreign exchange |
|
| (2 | ) |
|
| (70 | ) |
|
| (130 | ) |
|
| (2 | ) |
|
| — |
|
|
| (204 | ) |
Balance, April 30, 2021 |
|
| 33 |
|
|
| 4,089 |
|
|
| 7,635 |
|
|
| 138 |
|
|
| — |
|
|
| 11,895 |
|
Additions |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 189 |
|
|
| 189 |
|
Foreign exchange |
|
| — |
|
|
| (172 | ) |
|
| (320 | ) |
|
| (6 | ) |
|
| — |
|
|
| (498 | ) |
Balance, January 31, 2022 |
|
| 33 |
|
|
| 3,917 |
|
|
| 7,315 |
|
|
| 132 |
|
|
| 189 |
|
|
| 11,586 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2020 |
|
| — |
|
|
| 1,054 |
|
|
| 2,840 |
|
|
| — |
|
|
| — |
|
|
| 3,894 |
|
Amortization |
|
| 1 |
|
|
| 421 |
|
|
| 1,647 |
|
|
| — |
|
|
| — |
|
|
| 2,069 |
|
Foreign exchange |
|
| — |
|
|
| (30 | ) |
|
| (96 | ) |
|
| — |
|
|
| — |
|
|
| (126 | ) |
Balance, April 30, 2021 |
|
| 1 |
|
|
| 1,445 |
|
|
| 4,391 |
|
|
| — |
|
|
| — |
|
|
| 5,837 |
|
Amortization |
|
| 5 |
|
|
| 302 |
|
|
| 1,197 |
|
|
| — |
|
|
| 8 |
|
|
| 1,512 |
|
Foreign exchange |
|
| — |
|
|
| (69 | ) |
|
| (216 | ) |
|
| — |
|
|
| — |
|
|
| (285 | ) |
Balance, January 31, 2022 |
|
| 6 |
|
|
| 1,678 |
|
|
| 5,372 |
|
|
| — |
|
|
| 8 |
|
|
| 7,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Book Value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2021 |
|
| 32 |
|
|
| 2,644 |
|
|
| 3,244 |
|
|
| 138 |
|
|
| — |
|
|
| 6,058 |
|
January 31, 2022 |
|
| 27 |
|
|
| 2,239 |
|
|
| 1,943 |
|
|
| 132 |
|
|
| 181 |
|
|
| 4,522 |
|
10. | DEBENTURES |
On April 5, 2018, the Company completed a nonconvertible debenture (the "Debentures") financing in the principal amount of $4.3 million (the “Offering”). The Debentures were unsecured, bore interest at a rate of 10% per annum, payable semi-annually, and were due eighteen months from the date of issue.
The changes in the value of the Debentures during the nine months ended January 31, 2022 and the year ended April 30, 2021 are as follows:
(in thousands) |
| $ |
| |
Balance, April 30, 2020 |
|
| 2,000 |
|
Repayment |
|
| (2,000 | ) |
Balance, April 30, 2021 and January 31, 2022 |
|
| — |
|
11
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
11. | LOANS PAYABLE |
On April 5, 2018, the Company assumed loans payable of €0.06 million (CAD$0.09 million) as a result of the acquisition of IPA Europe. On July 7, 2015, IPA Europe entered into a loan agreement in the principal amount of €0.2 million, maturing on July 31, 2020. The loan was secured by certain equipment, bore an interest rate of 4% per annum and was repayable in monthly installments of €2,250. The interest was owed per month in arrears. The principal outstanding at January 31, 2022 is €nil (CAD$nil) (April 30, 2021 – €nil (CAD$nil)).
On April 5, 2018, the Company assumed loans payable of €0.06 million (CAD$0.09 million) as a result of the acquisition of IPA Europe. On February 1, 2016, IPA Europe entered into a loan agreement in the principal amount of €0.1 million, maturing on February 28, 2021. The loan is secured by certain equipment, bears an interest rate of 3% per annum and is repayable in monthly installments of €1,675. The interest is owed per month in arrears. The principal outstanding at January 31, 2022 is €nil (CAD$nil) (April 30, 2021 – €nil (CAD$nil)).
On April 15, 2020, the Company was approved for a US$0.2 million loan under the Paycheck Protection Program ("PPP") administered by the U.S. Small Business Administration. The loan accrues interest at 1% per annum and is repayable in monthly installments of US$0.01 million starting in November 2020 until April 2022. The PPP is a US$349 billion loan program that originated from the U.S. Coronavirus Aid, Relief and Economic Security (CARES) Act. The PPP loan has a term of two years, is unsecured, and is guaranteed by the U.S. Small Business Administration. The loan will be forgiven if the proceeds are used by the Company to cover payroll costs (including benefits), with up to 25% allowed for rent and utilities, during the eight-week period following the loan origination date. The Company met the requirements for full loan forgiveness.
(in thousands) |
| $ |
| |
Balance, April 30, 2020 |
|
| 312 |
|
Loan repayments and foreign exchange |
|
| (32 | ) |
Loan forgiven |
|
| (280 | ) |
Balance, April 30, 2021 and January 31, 2022 |
|
| — |
|
12. | CONVERTIBLE DEBENTURES |
On May 15, 2020, the Company closed a non-brokered private placement financing by issuing 10% convertible debentures (“New Debentures”) for total proceeds of $2.59 million. On May 27, 2020, the Company issued an additional $0.04 million of the 10% New Debentures. In total, the Company issued $2.6 million of the New Debentures. The New Debentures are unsecured, bear interest at a rate of 10% per year and payable at maturity. The maturity date is May 15, 2022 for $2.59 million of the New Debentures and May 22, 2022 for $0.04 million of the New Debentures. The principal amount of the New Debentures may be convertible, at the option of the holder, into units of the Company at a conversion price of $4.25 per share. The Company may force convert the principal amount of the New Debentures at $4.25 per share if the average closing price is equal to or greater than $7.50 for 20 trading days.
In advance of the closing of the New Debentures, the Company had received $0.3 million of the proceeds as at April 30, 2020.
The fair value of the New Debentures at the time of issue was calculated as the discounted cash flows assuming a 15% effective interest rate. The fair value of the equity component was determined at the time of issue as the difference between the face value and the fair value of the New Debentures. On initial recognition, the Company bifurcated $2.4 million to the carrying value of the New Debentures and $0.2 million to the equity component.
Under the financing, the Company paid finder’s cash commissions totaling $0.08 million and incurred legal and filing fees of $0.03 million. The transaction costs were allocated pro-rata based on the carrying values of the New Debentures and the equity component, with $0.1 million allocated to the New Debentures and $0.01 million allocated to the equity component.
12
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
During the three and nine months ended January 31, 2022, the Company recorded accretion expense of $0.02 milllion and $0.06 million (2021 – $0.03 million and $0.1 million). The changes in the value of the New Debentures during the nine months ended January 31, 2022 and the year ended April 30, 2021 are as follows:
(in thousands) |
| Liability Component $ |
|
| Equity Component $ |
| ||
Balance, April 30, 2020 |
|
| — |
|
|
| — |
|
Proceeds |
|
| 2,413 |
|
|
| 213 |
|
Transaction costs |
|
| (102 | ) |
|
| (9 | ) |
Accretion expense |
|
| 124 |
|
|
| — |
|
Conversion to shares |
|
| (904 | ) |
|
| (77 | ) |
Balance, April 30, 2021 |
|
| 1,531 |
|
|
| 127 |
|
Accretion expense |
|
| 65 |
|
|
| — |
|
Conversion to shares |
|
| (304 | ) |
|
| (25 | ) |
Balance, January 31, 2022 |
|
| 1,292 |
|
|
| 102 |
|
13. | LEASES |
The Company entered into certain equipment and automobile leases expiring between 2021 and 2024 with interest rates of between 8% and 17% per annum. The Company’s obligations under these finance leases are secured by the lessor’s title to the leased assets. The Company also entered into office leases in January 2018, May 2018, May 2019, June 2019, December 2019, and August 2020. With the adoption of IFRS 16, Leases, the Company recognized a lease obligation with regard to the office leases. The terms and the outstanding balances as at January 31, 2022 and April 30, 2021 are as follows:
(in thousands) |
| January 31, 2022 $ |
|
| April 30, 2021 $ |
| ||
Equipment under lease in monthly instalments of $20,166 with interest rate of 8% per annum and an end date of May 2023. |
|
| 250 |
|
|
| 396 |
|
Automobile under lease in monthly instalments of $1,162 with an interest rate of 8% per annum and an end date of September 2023. |
|
| 22 |
|
|
| 31 |
|
Automobile under lease in monthly instalments of $1,027 with an interest rate of 8% per annum and an end date of August 2024. |
|
| 29 |
|
|
| 37 |
|
Right-of-use asset from office lease repayable in monthly instalments of $6,950 and an interest rate of 8% per annum and an end date of May 2024. |
|
| 181 |
|
|
| 223 |
|
Right-of-use asset from office lease repayable in monthly instalments of $17,055 and an interest rate of 8% per annum and an end date of November 2022. The monthly instalment is adjusted annually based on the consumer price index. |
|
| 156 |
|
|
| 303 |
|
Right-of-use asset from office lease repayable in monthly instalments of $31,499 and an interest rate of 8% per annum and an end date of December 2023. The monthly instalment is adjusted annually based on the consumer price index. |
|
| 678 |
|
|
| 616 |
|
Right-of-use asset from office lease repayable in monthly instalments of $14,480 and an interest rate of 8% per annum and an end date of April 2023. |
|
| 206 |
|
|
| 320 |
|
|
|
| 1,522 |
|
|
| 1,926 |
|
Current portion |
|
| (982 | ) |
|
| (986 | ) |
Non-current portion |
|
| 540 |
|
|
| 940 |
|
13
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
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) |
| $ |
| |
2022 |
|
| 277 |
|
2023 |
|
| 975 |
|
2024 |
|
| 357 |
|
2025 |
|
| 11 |
|
Total minimum lease payments |
|
| 1,620 |
|
Less: imputed interest |
|
| (98 | ) |
Total present value of minimum lease payments |
|
| 1,522 |
|
Less: Current portion |
|
| (982 | ) |
Non-current portion |
|
| 540 |
|
14
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
The Company reviews long-lived assets with finite useful lives for impairment whenever circumstances indicate that the carrying amount of the asset may not be recoverable. During the three months ended January 31, 2022, a significant change in the planned use of a right-of-use asset related to leased office space indicated possible impairment of the asset. Due to the nature of the leased space, the Company determined the recoverable amount to be nominal, and recorded an impairment charge of $0.2 million, the full carrying value of the asset.
The changes in the value of the right-of-use assets during nine months ended January 31, 2022 and the year ended April 30, 2021 are as follows:
(in thousands) |
| Building $ |
|
| Automobile $ |
|
| Lab Equipment $ |
|
|
Total $ |
| ||||
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2020 |
|
| 2,384 |
|
|
| 50 |
|
|
| — |
|
|
| 2,434 |
|
Additions |
|
| 582 |
|
|
| 45 |
|
|
| 623 |
|
|
| 1,250 |
|
Lease modification |
|
| (188 | ) |
|
| — |
|
|
| — |
|
|
| (188 | ) |
Foreign exchange |
|
| (48 | ) |
|
| (1 | ) |
|
| — |
|
|
| (49 | ) |
Balance, April 30, 2021 |
|
| 2,730 |
|
|
| 94 |
|
|
| 623 |
|
|
| 3,447 |
|
Additions |
|
| 326 |
|
|
| 1 |
|
|
| — |
|
|
| 327 |
|
Lease modification |
|
| (23 | ) |
|
| — |
|
|
| — |
|
|
| (23 | ) |
Asset impairment |
|
| (366 | ) |
|
| — |
|
|
| — |
|
|
| (366 | ) |
Foreign exchange |
|
| (59 | ) |
|
| (4 | ) |
|
| 23 |
|
|
| (40 | ) |
Balance, January 31, 2022 |
|
| 2,608 |
|
|
| 91 |
|
|
| 646 |
|
|
| 3,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2020 |
|
| 700 |
|
|
| 7 |
|
|
| — |
|
|
| 707 |
|
Depreciation |
|
| 711 |
|
|
| 21 |
|
|
| 234 |
|
|
| 966 |
|
Lease modification |
|
| (42 | ) |
|
| — |
|
|
| — |
|
|
| (42 | ) |
Foreign exchange |
|
| (35 | ) |
|
| (1 | ) |
|
| (14 | ) |
|
| (50 | ) |
Balance, April 30, 2021 |
|
| 1,334 |
|
|
| 27 |
|
|
| 220 |
|
|
| 1,581 |
|
Depreciation |
|
| 534 |
|
|
| 17 |
|
|
| 168 |
|
|
| 719 |
|
Asset impairment |
|
| (199 | ) |
|
| — |
|
|
| — |
|
|
| (199 | ) |
Foreign exchange |
|
| (38 | ) |
|
| (1 | ) |
|
| 11 |
|
|
| (28 | ) |
Balance, January 31, 2022 |
|
| 1,631 |
|
|
| 43 |
|
|
| 399 |
|
|
| 2,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Book Value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2021 |
|
| 1,396 |
|
|
| 67 |
|
|
| 403 |
|
|
| 1,866 |
|
January 31, 2022 |
|
| 977 |
|
|
| 48 |
|
|
| 247 |
|
|
| 1,272 |
|
15
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
14. | SHARE CAPITAL |
| a) | Authorized: |
Unlimited common shares without par value.
| b) | Consolidation: |
On November 23, 2020, the Company consolidated its issued and outstanding common shares on the basis of 5 pre-Consolidation shares for one post-Consolidation share. All references to share and per share amounts in these condensed interim consolidated financial statements have been retroactively restated to reflect the Consolidation.
| c) | Share capital transactions: |
2021 Transactions
On May 1, 2020, the Company issued 132,833 common shares pursuant to the second deferred payment for the acquisition of IPA Europe (Note 6). The common shares were valued at $0.5 million.
On December 18 and December 31, 2020, the Company issued an aggregate of 203,178 common shares pursuant to the final deferred payment for the acquisition of U-Protein (Note 5). The common shares were valued at $1.0 million.
During the year ended April 30, 2021, the Company issued 189,100 common shares pursuant to the exercise of stock options for total gross proceeds of $0.7 million. A value of $0.4 million was transferred from contributed surplus to share capital as a result. The weighted average share price at the dates the stock options were exercised was $11.70.
During the year ended April 30, 2021, the Company issued 2,568,417 common shares pursuant to the exercise of warrants and finder’s warrants for total gross proceeds of $15.0 million. A value of $0.4 million was transferred from contributed surplus to share capital as a result.
During the year ended April 30, 2021, the Company issued 232,934 common shares pursuant to the conversion of $1.0 million principal balance of convertible debentures.
On February 8, 2021, the Company closed a public offering of 1,616,293 common shares of the Company at a price of U.S. $13.45 per common share for gross proceeds of U.S. $21.7 million (CAD $27.7 million), net proceeds less underwriting discounts and commissions of U.S. $19.6 million (CAD $24.7 million).
On February 10, 2021, Company also issued an additional 242,443 common shares at the public offering price of U.S. $13.45 per common share for gross proceeds of U.S. $3.3 million (CAD $4.1 million), net proceeds less underwriting discounts and commissions of U.S. $3.0 million (CAD $3.8 million).
16
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
2022 Transactions
On May 3, 2021, the Company issued 41,488 common shares pursuant to the final deferred payment for the acquisition of IPA Europe (Note 6). The common shares were valued at $0.5 million.
During the nine months ended January 31, 2022, the Company issued 158,000 common shares pursuant to the exercise of stock options for total gross proceeds of $0.5 million. A value of $0.3 million was transferred from contributed surplus to share capital as a result. The weighted average share price at the dates the stock options were exercised was $8.08.
During the nine months ended January 31, 2022, the Company issued 17,194 common shares pursuant to the exercise of warrants and finder’s warrants for total gross proceeds of $0.06 million. A value of $0.01 million was transferred from contributed surplus to share capital as a result.
During the nine months ended January 31, 2022, the Company issued 75,292 common shares with a value of $0.3 million pursuant to the conversion of $0.3 million principal balance of convertible debentures.
Subsequent Events
Subsequent to January 31, 2022, the Company issued 30,000 common shares pursuant to the exercise of stock options for total gross proceeds of $0.2 million. A value of $0.08 million was transferred from contributed surplus to share capital as a result.
Subsequent to January 31, 2022, the Company issued 271,500 common shares pursuant to the exercise of warrants and finder’s warrants for total gross proceeds of $1.0 million. A value of $0.05 million was transferred from contributed surplus to share capital as a result.
| d) | Options |
On August 13, 2020, the Company granted 50,000 stock options, exercisable at $7.50 per option, to a consultant of the Company. The options are subject to vesting conditions as follows: one-quarter 3 months after grant date; one-quarter 6 months after grant date, one-quarter 9 months after grant date and one-quarter 12 months after grant date. The fair value of these options was estimated to be $0.2 million using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $6.85, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 0.33%, and an expected life of 3 years.
On September 1, 2020, the Company granted 270,000 stock options, exercisable at $8.50 per option, to officers and an employee of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $1.6 million using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $8.15, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 0.31%, and an expected life of 5 years.
On January 6, 2021, the Company granted 25,000 stock options, exercisable at $20.30 per option, to directors of the Company. The options are subject to vesting conditions as follows: one-quarter 3 months after grant date; one-quarter 6 months after grant date; one-quarter 9 months after grant date and one-quarter 12 months after grant date. The fair value of these options was estimated to be $0.3 million using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $20.30, dividend yield of 0%, expected volatility of 71%, a risk-free rate of 0.34%, and an expected life of 5 years.
On January 6, 2021, the Company granted 238,000 stock options, exercisable at $20.30 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $2.8 million using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $20.30, dividend yield of 0%, expected volatility of 71%, a risk-free rate of 0.34%, and an expected life of 5 years.
17
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
On May 9, 2021, the Company granted 10,000 stock options, exercisable at US $7.72 per option, to members of the Company’s strategic board. The options are subject to vesting conditions as follows: one-third one year after grant date; one-third two years after grand date and one-third three years after grant date. The fair value of these options was estimated to be $0.06 million using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $9.42, dividend yield of 0%, expected volatility of 78%, a risk-free rate of 0.70%, and expected life of 5 years.
On June 13, 2021, the Company granted 43,750 stock options, exercisable at US $7.14 per option, to a consultant of the Company. The options vested immediately. The fair value of these options was estimated to be $0.2 million using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $8.63, dividend yield of 0%, expected volatility of 78%, a risk-free rate of 0.71%, and expected life of 3 years.
On August 7, 2021, the Company granted 45,000 stock options, exercisable at $9.19 per option, to an employee of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $0.3 million using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $9.19, dividend yield of 0%, expected volatility of 79%, a risk-free rate of 0.80%, and an expected life of 5 years.
On January 2, 2022, the Company granted 28,250 stock options, exercisable at $6.89 per option, to directors of the Company. The options are subject to vesting conditions as follows: one-quarter 3 months after grant date; one-quarter 6 months after grant date; one-quarter 9 months after grant date and one-quarter 12 months after grant date. The fair value of these options was estimated to be $0.1 million using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $6.89, dividend yield of 0%, expected volatility of 77%, a risk-free rate of 1.18%, and an expected life of 4 years.
On January 7, 2022, the Company granted 225,000 stock options, exercisable at $7.94 per option, to officers and employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $1.1 million using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $7.94, dividend yield of 0%, expected volatility of 77%, a risk-free rate of 1.42%, and an expected life of 5 years.
On January 7, 2022, the Company granted 113,000 stock options, exercisable at $7.94 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $0.5 million using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $7.94, dividend yield of 0%, expected volatility of 77%, a risk-free rate of 1.42%, and an expected life of 4.73 years.
On January 13, 2022, the Company granted 15,000 stock options, exercisable at $8.30 per option, to an officer of the Company. The options are subject to vesting conditions as follows: one-third 2 months after grant date; one-third 4 months after grant date and one-third 6 months after grant date. The fair value of these options was estimated to be $0.04 million using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $8.30, dividend yield of 0%, expected volatility of 77%, a risk-free rate of 1.43%, and an expected life of 1 year.
On January 13, 2022, the Company granted 24,000 stock options, exercisable at $8.30 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $0.1 million using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $8.30, dividend yield of 0%, expected volatility of 77%, a risk-free rate of 1.43%, and an expected life of 4.73 years.
Expected volatility of all options granted up to September 1, 2020 was based on the historical volatility of similar companies. Expected volatility of options granted subsequent to that date is based on the historical volatility of the company over the prior 2 years.
During the three and nine months ended January 31, 2022 the Company has recorded $0.5 million and $2.3 million (2020 - $0.9 million and $1.4 million) of share-based payments expense.
18
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
The changes in the stock options for the nine months ended January 31, 2022 and the year ended April 30, 2021 are as follows:
|
| Number of options # |
|
| Weighted average exercise price $ |
|
| Weighted average life remaining (years) |
| |||
Balance, April 30, 2020 (outstanding) |
|
| 1,063,000 |
|
|
| 3.84 |
|
|
| 3.03 |
|
Granted |
|
| 583,000 |
|
|
| 14.30 |
|
|
| — |
|
Exercised |
|
| (189,100 | ) |
|
| 3.62 |
|
|
| — |
|
Expired |
|
| (59,500 | ) |
|
| 5.55 |
|
|
| — |
|
Forfeited |
|
| (38,500 | ) |
|
| 20.30 |
|
|
| — |
|
Balance, April 30, 2021 (outstanding) |
|
| 1,358,900 |
|
|
| 7.93 |
|
|
| 3.11 |
|
Granted |
|
| 504,000 |
|
|
| 8.07 |
|
|
| — |
|
Exercised |
|
| (158,000 | ) |
|
| 2.92 |
|
|
| — |
|
Expired |
|
| (52,750 | ) |
|
| 9.40 |
|
|
| — |
|
Forfeited |
|
| (13,000 | ) |
|
| 20.30 |
|
|
| — |
|
Balance, January 31, 2022 (outstanding) |
|
| 1,639,150 |
|
|
| 8.33 |
|
|
| 3.12 |
|
Unvested |
|
| (621,917 | ) |
|
| 9.54 |
|
|
| 4.54 |
|
Exercisable, January 31, 2022 |
|
| 1,017,233 |
|
|
| 7.59 |
|
|
| 2.25 |
|
Details of the options outstanding as at January 31, 2022 are as follows:
Expiry Date |
| Exercise price $ |
|
| Remaining life (year) |
|
| Options outstanding |
|
| Unvested |
|
| Vested |
| |||||
September 18, 2022 |
|
| 5.05 |
|
|
| 0.63 |
|
|
| 131,900 |
|
|
| — |
|
|
| 131,900 |
|
January 3, 2023 |
|
| 3.25 |
|
|
| 0.92 |
|
|
| 30,000 |
|
|
| — |
|
|
| 30,000 |
|
February 7, 2023 |
|
| 2.35 |
|
|
| 1.02 |
|
|
| 140,000 |
|
|
| — |
|
|
| 140,000 |
|
April 3, 2023 |
|
| 5.05 |
|
|
| 1.17 |
|
|
| 8,000 |
|
|
| — |
|
|
| 8,000 |
|
September 24, 2023 |
|
| 4.75 |
|
|
| 1.65 |
|
|
| 19,000 |
|
|
| — |
|
|
| 19,000 |
|
November 7, 2023 |
|
| 4.10 |
|
|
| 1.77 |
|
|
| 20,000 |
|
|
| — |
|
|
| 20,000 |
|
December 31, 2023 |
|
| 5.00 |
|
|
| 1.92 |
|
|
| 210,000 |
|
|
| — |
|
|
| 210,000 |
|
January 11, 2024 |
|
| 5.00 |
|
|
| 1.95 |
|
|
| 60,000 |
|
|
| — |
|
|
| 60,000 |
|
October 1, 2024 |
|
| 2.38 |
|
|
| 2.67 |
|
|
| 50,000 |
|
|
| — |
|
|
| 50,000 |
|
September 1, 2025 |
|
| 8.50 |
|
|
| 3.59 |
|
|
| 270,000 |
|
|
| 90,000 |
|
|
| 180,000 |
|
January 6, 2026 |
|
| 20.30 |
|
|
| 3.93 |
|
|
| 240,000 |
|
|
| 71,667 |
|
|
| 168,333 |
|
May 9, 2026(1) |
|
| 9.84 |
|
|
| 4.27 |
|
|
| 10,000 |
|
|
| 10,000 |
|
|
| — |
|
August 5, 2026 |
|
| 9.19 |
|
|
| 4.51 |
|
|
| 45,000 |
|
|
| 45,000 |
|
|
| — |
|
January 2, 2026 |
|
| 6.89 |
|
|
| 3.92 |
|
|
| 28,250 |
|
|
| 28,250 |
|
|
| — |
|
January 7, 2027 |
|
| 7.94 |
|
|
| 4.94 |
|
|
| 338,000 |
|
|
| 338,000 |
|
|
| — |
|
January 7, 2027 |
|
| 8.30 |
|
|
| 4.95 |
|
|
| 39,000 |
|
|
| 39,000 |
|
|
| — |
|
|
|
| 8.33 |
|
|
| 3.12 |
|
|
| 1,639,150 |
|
|
| 621,917 |
|
|
| 1,017,233 |
|
| (1) | US $7.72 |
19
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
| e) | Warrants |
The changes in the warrants for the nine months ended January 31, 2022 and the year ended April 30, 2021 are as follows:
|
| Number of warrants # |
|
| Weighted average exercise price $ |
|
| Weighted average life remaining (years) |
| |||
Balance, April 30, 2020 |
|
| 3,411,500 |
|
|
| 5.25 |
|
|
| 0.91 |
|
Exercised |
|
| (2,533,200 | ) |
|
| 5.88 |
|
|
| — |
|
Balance, April 30, 2021 |
|
| 878,300 |
|
|
| 3.50 |
|
|
| 0.90 |
|
Exercised |
|
| (15,000 | ) |
|
| 3.50 |
|
|
| — |
|
Balance, January 31, 2022 |
|
| 863,300 |
|
|
| 3.50 |
|
|
| 0.15 |
|
Details of the warrants outstanding as at January 31, 2022 are as follows:
Expiry Date |
| Exercise price $ |
|
| Remaining life (year) |
|
| Warrants outstanding |
| |||
March 26, 2022 |
|
| 3.50 |
|
|
| 0.15 |
|
|
| 863,300 |
|
| f) | Finder’s Warrants |
On February 8, 2021, the Company issued 113,139 finder’s warrants, exercisable at US $16.81 per warrant, in connection with the public offering of 1,616,293 common shares. The fair value of these warrants was estimated to be US $1.0 million (CAD $1.3 million) using the Black-Scholes option pricing model and the following assumptions: share price on grant date of US $16.81, dividend yield of 0%, expected volatility of 72%, a risk-free rate of 0.39%, and an expected life of 5 years.
On February 10, 2021, the Company issued 16,972 finder’s warrants, exercisable at US $16.81 per warrant, in connection with the public offering over-allotment of 242,443 common shares. The fair value of these warrants was estimated to be US $0.1 million (CAD $0.2 million) using the Black-Scholes option pricing model and the following assumptions: share price on grant date of US $16.81, dividend yield of 0%, expected volatility of 72%, a risk-free rate of 0.39%, and an expected life of 5 years.
The changes in the finder’s warrants for the nine months ended January 31, 2022 and the year ended April 30, 2021 are as follows:
|
| Number of warrants # |
|
| Weighted average exercise price $ |
|
| Weighted average life remaining (years) |
| |||
Balance, April 30, 2020 |
|
| 81,994 |
|
|
| 3.50 |
|
|
| 1.90 |
|
Issued |
|
| 130,111 |
|
|
| 20.65(1) |
|
|
| — |
|
Exercised |
|
| (35,217 | ) |
|
| 3.50 |
|
|
| — |
|
Balance, April 30, 2021 |
|
| 176,888 |
|
|
| 16.12 |
|
|
| 3.75 |
|
Exercised |
|
| (2,194 | ) |
|
| 3.50 |
|
|
| — |
|
Balance, January 31, 2022 |
|
| 174,694 |
|
|
| 16.84 |
|
|
| 3.02 |
|
| (1) | US $16.81 |
20
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
Details of the finder’s warrants outstanding as at January 31, 2022 are as follows:
Expiry Date |
| Exercise price $ |
|
| Remaining life (year) |
|
| Warrants outstanding |
| |||
March 26, 2022 |
|
| 3.50 |
|
|
| 0.15 |
|
|
| 44,583 |
|
February 3, 2026(1) |
|
| 21.42 |
|
|
| 4.01 |
|
|
| 130,111 |
|
|
|
| 16.84 |
|
|
| 3.02 |
|
|
| 174,694 |
|
| (2) | US $16.81 |
| g) | At-The-Market Equity Offering Facility |
On October 13, 2021, the Company established an at-the-market equity offering facility (“ATM Facility”). An ATM Agreement was entered into with H.C. Wainwright & Co., LLC, as sole sales agent (“Agent”). The Company will be 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 having an aggregate gross sales price of up to US$50.0 million. Sales of the common shares will be made in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions, including, without limitation, sales made directly on the Nasdaq Global Market 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 on the TSXV or other trading markets 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.
At January 31, 2022 US$50.0 million of the Company’s stock remained available for sale under the ATM Facility.
15. | RELATED PARTY TRANSACTIONS |
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; Lisa Helbling, CFO; Dr. Stefan Lang, Chief Business Officer; Dr. Ilse Roodink, Chief Scientific Officer; Dr. Yasmina Abdiche, former Chief Scientific Officer; Charles Wheelock, former Chief Technology Officer; Martin Hessing, a former Director of U-Protein; and Directors of the Company. During the nine months ended January 31, 2022 and 2021, the compensation for key management is as follows:
(in thousands) |
| 2022 $ |
|
| 2021 $ |
| ||
Management fees |
|
| — |
|
|
| 64 |
|
Salaries and other short-term benefits |
|
| 1,980 |
|
|
| 1,529 |
|
Severance (included in salaries) |
|
| 8 |
|
|
| 197 |
|
Share-based payments |
|
| 885 |
|
|
| 1,008 |
|
Director compensation (included in salaries) |
|
| 282 |
|
|
| 198 |
|
|
|
| 3,155 |
|
|
| 2,996 |
|
At January 31, 2022, included in accounts payable and accrued liabilities is $1.0 million (April 30, 2021 - $1.2 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.
21
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
16. | COMMITMENTS |
The Company entered into a lease agreement for a new facility for its Utrecht, the Netherlands location on December 31, 2019. The building is under construction. The lease has two five-year terms and is estimated to commence on April 5, 2022 at an estimated annual cost of €0.7 million indexed for inflation.
The Company entered into a lease agreement for a new facility for its Oss, the Netherlands location on October 16, 2021. The Company anticipates entering into a lease agreement for the new construction facility by December 31, 2022. The lease will have a five-year term with an optional five-year extension, and is estimated to commence May 1, 2023 at an estimated annual cost of €0.5 million indexed for inflation.
The Company entered into an agreement advancing research on the Company’s SARS-CoV-2 PolyTopeTM Cocktail, with a current obligation of US$8.0 million over the next six months.
17. | GRANT AND SUBSIDY INCOME |
In July 2020, IPA USA and Talem (the “Subgrantee”) were awarded a grant of US$1.5 million by the North Dakota Department of Agriculture through the CARES Act ND Bioscience Group Program for the development of antibody therapeutics against SARS-CoV-2. The total grant project cost is US$2.0 million, for which the Subgrantee must contribute an amount not less than 25% of the grant project cost, or US$0.5 million. In addition, the Company has been awarded a US$0.08 million grant from the state of North Dakota to fund its PolyTope mAb Therapy platform, which the Company is using to develop treatments for the coronavirus (COVID-19) and other pathogens. The Company has recorded a total of nil and nil during the three and nine months ended January 31, 2022, respectively, related to these grants.
The PPP was implemented in the United States to help businesses impacted by COVID-19 keep their workforce employed. Borrowers were eligible for full forgiveness if certain conditions were met. See Footnote 11 for more information on the PPP.
18. | SEGMENTED INFORMATION AND ECONOMIC DEPENDENCE |
At January 31, 2022 and April 30, 2021, the Company has one reportable segment, being antibody production and related services.
The Company’s revenues are allocated to geographic segments for the three and nine months ended January 31, 2022 and 2021 as follows:
|
| Three months ended January 31, |
|
| Nine months ended January 31, |
| ||||||||||
(in thousands) |
| 2022 $ |
|
| 2021 $ |
|
| 2022 $ |
|
| 2021 $ |
| ||||
United States of America |
|
| 1,759 |
|
|
| 3,289 |
|
|
| 5,139 |
|
|
| 7,250 |
|
Canada |
|
| 160 |
|
|
| 230 |
|
|
| 386 |
|
|
| 802 |
|
Europe |
|
| 2,303 |
|
|
| 1,041 |
|
|
| 6,769 |
|
|
| 4,203 |
|
Other |
|
| 593 |
|
|
| -45 |
|
|
| 1,831 |
|
|
| 780 |
|
|
|
| 4,815 |
|
|
| 4,515 |
|
|
| 14,125 |
|
|
| 13,035 |
|
22
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
The Company’s revenues are allocated according to revenue types for the three and nine months ended January 31, 2022 and 2021 as follows:
|
| Three months ended January 31, |
|
| Nine months ended January 31, |
| ||||||||||
(in thousands) |
| 2022 $ |
|
| 2021 $ |
|
| 2022 $ |
|
| 2021 $ |
| ||||
Project revenue |
|
| 4,073 |
|
|
| 3,323 |
|
|
| 12,652 |
|
|
| 11,328 |
|
Product sales revenue |
|
| 465 |
|
|
| 1,190 |
|
|
| 1,177 |
|
|
| 1,700 |
|
Cryostorage revenue |
|
| 277 |
|
|
| 2 |
|
|
| 296 |
|
|
| 7 |
|
|
|
| 4,815 |
|
|
| 4,515 |
|
|
| 14,125 |
|
|
| 13,035 |
|
The Company’s non-current assets are allocated to geographic segments as of January 31, 2022 and April 30, 2021 as follows:
|
| January 31, 2022 $ |
|
| April 30, 2021 $ |
| ||
North America - Corporate |
|
| 78 |
|
|
| — |
|
North America |
|
| 1,466 |
|
|
| 2,153 |
|
Netherlands |
|
| 14,345 |
|
|
| 15,948 |
|
|
|
| 15,889 |
|
|
| 18,101 |
|
Geographic segmentation of the Company’s net income (loss) for the three and nine months ended January 31, 2022 and 2021 is as follows:
|
| Three months ended January 31, |
|
| Nine months ended January 31, |
| ||||||||||
(in thousands) |
| 2022 $ |
|
| 2021 $ |
|
| 2022 $ |
|
| 2021 $ |
| ||||
North America - Corporate |
|
| (1,815 | ) |
|
| (2,618 | ) |
|
| (6,037 | ) |
|
| (5,192 | ) |
North America |
|
| (2,188 | ) |
|
| 290 |
|
|
| (7,217 | ) |
|
| 1,011 |
|
Netherlands |
|
| 177 |
|
|
| 1,034 |
|
|
| 1,189 |
|
|
| 1,874 |
|
|
|
| (3,826 | ) |
|
| (1,294 | ) |
|
| (12,065 | ) |
|
| (2,307 | ) |
Geographic segmentation of the interest and accretion, and amortization and depreciation for the three and nine months ended January 31, 2022 and 2021 is as follows:
|
| Three months ended January 31, |
|
| Nine months ended January 31, |
| ||||||||||
Interest and accretion (in thousands) |
| 2022 $ |
|
| 2021 $ |
|
| 2022 $ |
|
| 2021 $ |
| ||||
North America - Corporate |
|
| 72 |
|
|
| 92 |
|
|
| 197 |
|
|
| 442 |
|
North America |
|
| 12 |
|
|
| 20 |
|
|
| 41 |
|
|
| 71 |
|
Netherlands |
|
| 33 |
|
|
| 57 |
|
|
| 85 |
|
|
| 172 |
|
|
|
| 117 |
|
|
| 169 |
|
|
| 323 |
|
|
| 685 |
|
23
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
|
| Three months ended January 31, |
|
| Nine months ended January 31, |
| ||||||||||
Amortization and depreciation (in thousands) |
| 2022 $ |
|
| 2021 $ |
|
| 2022 $ |
|
| 2021 $ |
| ||||
North America - Corporate |
|
| 15 |
|
|
| 89 |
|
|
| 53 |
|
|
| 98 |
|
North America |
|
| 201 |
|
|
| 98 |
|
|
| 592 |
|
|
| 532 |
|
Netherlands |
|
| 733 |
|
|
| 749 |
|
|
| 2,198 |
|
|
| 2,192 |
|
|
|
| 949 |
|
|
| 936 |
|
|
| 2,843 |
|
|
| 2,822 |
|
24
IMMUNOPRECISE ANTIBODIES LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended January 31, 2022 and 2021
(Unaudited - Expressed in Canadian Dollars)
19. | SUPPLEMENTAL CASH FLOW INFORMATION |
Non-cash investing and financing transactions (in thousands) |
| January 31, 2022 $ |
|
| January 31, 2021 $ |
| ||
Acquisition of building and equipment by capital lease |
|
| 327 |
|
|
| 787 |
|
Fair value of shares issued pursuant to deferred acquisition payment to IPA Europe |
|
| 503 |
|
|
| 511 |
|
Fair value of shares issued pursuant to deferred acquisition payment to UPE |
|
| — |
|
|
| 1,047 |
|
The following changes in liabilities arose from financing activities:
|
|
|
|
|
|
|
|
|
| Non-cash changes |
|
|
|
|
| |||||||||||||
(in thousands) |
| April 30, 2021 $ |
|
| Cash Flows $ |
|
| Acquisition $ |
|
| Settlement / Disposal $ |
|
| Accretion $ |
|
| Foreign exchange movements and change in estimates $ |
|
| January 31, 2022 $ |
| |||||||
Deferred acquisition payments |
|
| 498 |
|
|
| — |
|
|
| — |
|
|
| (503 | ) |
|
| — |
|
|
| 5 |
|
|
| — |
|
Convertible debentures |
|
| 1,531 |
|
|
| — |
|
|
| — |
|
|
| (304 | ) |
|
| 65 |
|
|
| — |
|
|
| 1,292 |
|
Leases |
|
| 1,926 |
|
|
| (702 | ) |
|
| 327 |
|
|
| — |
|
|
| — |
|
|
| (29 | ) |
|
| 1,522 |
|
Total |
|
| 3,955 |
|
|
| (702 | ) |
|
| 327 |
|
|
| (807 | ) |
|
| 65 |
|
|
| (24 | ) |
|
| 2,814 |
|
|
|
|
|
|
|
|
|
|
| Non-cash changes |
|
|
|
|
| |||||||||||||
(in thousands) |
| April 30, 2020 $ |
|
| Cash Flows $ |
|
| Acquisition $ |
|
| Debt forgiven / Settlement / Disposal $ |
|
| Accretion $ |
|
| Foreign exchange movements and change in estimates $ |
|
| January 31, 2021 $ |
| |||||||
Deferred acquisition payments |
|
| 2,825 |
|
|
| (518 | ) |
|
| — |
|
|
| (1,558 | ) |
|
| 189 |
|
|
| 66 |
|
|
| 1,004 |
|
Debentures |
|
| 2,000 |
|
|
| (2,000 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Convertible debentures |
|
| 313 |
|
|
| 1,997 |
|
|
| — |
|
|
| (677 | ) |
|
| 98 |
|
|
| — |
|
|
| 1,731 |
|
Loans payable |
|
| 312 |
|
|
| (29 | ) |
|
| — |
|
|
| (280 | ) |
|
| — |
|
|
| (3 | ) |
|
| — |
|
Leases |
|
| 1,884 |
|
|
| (696 | ) |
|
| 787 |
|
|
| — |
|
|
| — |
|
|
| (39 | ) |
|
| 1,936 |
|
Total |
|
| 7,334 |
|
|
| (1,246 | ) |
|
| 787 |
|
|
| (2,515 | ) |
|
| 287 |
|
|
| 24 |
|
|
| 4,671 |
|
25