EX-99.1 2 ndq-ex991_6.htm EX-99.1 ndq-ex991_6.htm

 

Exhibit 99.1

Novadaq Technologies Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

(expressed in U.S. dollars, except common shares outstanding)

 

 

Notes

 

As at

March 31, 2016

 

 

As at

December 31, 2015

 

ASSETS

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

 

96,607,988

 

$

 

106,790,202

 

Accounts receivable

 

 

 

 

21,775,829

 

 

 

21,767,746

 

Prepaid expenses and other assets

 

 

 

 

3,026,256

 

 

 

3,362,854

 

Inventories

 

3

 

 

11,694,214

 

 

 

10,680,885

 

 

 

 

 

 

133,104,287

 

 

 

142,601,687

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

4

 

 

15,780,818

 

 

 

14,830,114

 

Intangible assets, net

 

5

 

 

18,103,388

 

 

 

18,539,790

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

 

$

 

166,988,493

 

$

 

175,971,591

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

$

 

10,190,147

 

$

 

12,145,572

 

Provisions

 

 

 

 

464,580

 

 

 

454,579

 

Deferred revenue

 

 

 

 

1,492,491

 

 

 

1,124,808

 

Income taxes payable

 

 

 

 

1,600

 

 

 

12,500

 

Distribution rights payable

 

 

 

 

250,000

 

 

 

250,000

 

 

 

 

 

 

12,398,818

 

 

 

13,987,459

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

Deferred revenue

 

 

 

 

899,965

 

 

 

849,299

 

Distribution rights payable

 

 

 

 

1,509,040

 

 

 

1,735,012

 

Shareholder warrants

 

6

 

 

-

 

 

 

16,437,795

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

$

 

14,807,823

 

$

 

33,009,565

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

Share capital

 

9

$

 

337,864,162

 

$

 

322,687,011

 

Contributed surplus

 

7

 

 

17,422,057

 

 

 

16,400,830

 

Deficit

 

 

 

 

(203,105,549

)

 

 

(196,125,815

)

 

 

 

 

 

 

 

 

 

 

 

Total Shareholders' Equity

 

 

$

 

152,180,670

 

$

 

142,962,026

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Shareholders' Equity

 

 

$

 

166,988,493

 

$

 

175,971,591

 

 

 

 

 

 

 

 

 

 

 

 

Total number of common shares outstanding

 

9

 

 

57,431,414

 

 

 

56,253,327

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the interim condensed consolidated financial statements

1


 

Novadaq Technologies Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Unaudited)

(expressed in U.S. dollars)

 

 

 

 

 

For the three month period ended

 

 

 

Notes

 

March 31, 2016

 

 

March 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Product sales

 

 

$

 

16,779,708

 

$

 

11,067,180

 

Royalty revenue

 

 

 

 

495,250

 

 

 

452,380

 

Service revenue

 

 

 

 

451,113

 

 

 

171,781

 

Total revenues

 

 

 

 

17,726,071

 

 

 

11,691,341

 

Cost of sales

 

3

 

 

5,068,043

 

 

 

4,220,144

 

Gross profit

 

 

 

 

12,658,028

 

 

 

7,471,197

 

 

 

 

 

 

 

 

 

 

 

 

Selling and distribution expenses

 

 

 

 

15,308,081

 

 

 

12,497,654

 

Research and development expenses

 

 

 

 

3,163,368

 

 

 

3,622,553

 

Administrative expenses

 

 

 

 

2,556,259

 

 

 

2,686,706

 

Total operating expenses

 

 

 

 

21,027,708

 

 

 

18,806,913

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

 

 

(8,369,680

)

 

 

(11,335,716

)

 

 

 

 

 

 

 

 

 

 

 

Finance costs

 

 

 

 

(24,028

)

 

 

(26,048

)

Finance income

 

 

 

 

89,681

 

 

 

53,743

 

Warrants revaluation adjustment

 

6

 

 

1,324,293

 

 

 

22,630

 

Net loss and comprehensive loss for the period

 

 

$

 

(6,979,734

)

$

 

(11,285,391

)

 

 

 

 

 

 

 

 

 

 

 

Basic loss and comprehensive loss per share for the period

 

10

$

 

(0.12

)

$

 

(0.20

)

Diluted loss and comprehensive loss per share for the period

 

10

$

 

(0.14

)

$

 

(0.20

)

 

See accompanying notes to the interim condensed consolidated financial statements

 

2


 

Novadaq Technologies Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(expressed in U.S. dollars)

 

Three months ended March 31, 2016

 

Share capital

 

 

Contributed surplus

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2015

$

 

322,687,011

 

$

 

16,400,830

 

$

 

(196,125,815

)

$

 

142,962,026

 

Net loss and comprehensive loss for the period

 

 

 

 

 

 

 

 

(6,979,734

)

 

 

(6,979,734

)

Exercise of options (note 9)

 

 

63,649

 

 

 

(26,116

)

 

 

 

 

 

37,533

 

Exercise of warrants (note 6)

 

 

15,113,502

 

 

 

 

 

 

 

 

 

15,113,502

 

Stock-based compensation (note 7)

 

 

 

 

 

1,047,343

 

 

 

 

 

 

1,047,343

 

As at March 31, 2016

$

 

337,864,162

 

$

 

17,422,057

 

$

 

(203,105,549

)

$

 

152,180,670

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended March 31, 2015

 

Share capital

 

 

Contributed surplus

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2014

$

 

315,651,455

 

$

 

12,134,913

 

$

 

(165,295,336

)

$

 

162,491,032

 

Net loss and comprehensive loss for the period

 

 

 

 

 

 

 

 

(11,285,391

)

 

 

(11,285,391

)

Exercise of options (note 9)

 

 

931,321

 

 

 

(422,380

)

 

 

 

 

 

508,941

 

Exercise of warrants (note 6)

 

 

5,113,522

 

 

 

 

 

 

 

 

 

5,113,522

 

Stock-based compensation (note 7)

 

 

 

 

 

1,347,748

 

 

 

 

 

 

1,347,748

 

As at March 31, 2015

$

 

321,696,298

 

$

 

13,060,281

 

$

 

(176,580,727

)

$

 

158,175,852

 

 

See accompanying notes to the interim condensed consolidated financial statements

 

3


 

Novadaq Technologies Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(expressed in U.S. dollars)

 

 

 

 

 

 

For the three month period ended

 

 

 

Notes

 

 

March 31, 2016

 

 

March 31, 2015

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and comprehensive loss for the period

 

 

 

 

$

 

(6,979,734

)

$

 

(11,285,391

)

Items not affecting cash

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation of property and equipment

 

 

4

 

 

 

1,311,122

 

 

 

1,216,374

 

Amortization of intangible assets

 

 

5

 

 

 

436,402

 

 

 

436,401

 

Stock-based compensation

 

 

7

 

 

 

1,047,343

 

 

 

1,347,748

 

Imputed interest on distribution rights payable

 

 

 

 

 

 

24,028

 

 

 

26,048

 

Shareholder warrants revaluation adjustment

 

 

6

 

 

 

(1,324,293

)

 

 

(22,630

)

 

 

 

 

 

 

 

(5,485,132

)

 

 

(8,281,450

)

Changes in non-cash working capital

 

 

 

 

 

 

 

 

 

 

 

 

Increase in accounts receivable

 

 

 

 

 

 

(8,083

)

 

 

(1,434,355

)

Increase in inventories

 

 

 

 

 

 

(1,013,329

)

 

 

(414,813

)

Decrease in income taxes payable

 

 

 

 

 

 

(10,900

)

 

 

 

Decrease (Increase) in prepaid expenses and other assets

 

 

 

 

 

 

336,598

 

 

 

(986,653

)

(Decrease) increase in accounts payable and accrued liabilities and

   provisions

 

 

 

 

 

 

(1,951,375

)

 

 

2,050,284

 

Increase in deferred revenue

 

 

 

 

 

 

367,683

 

 

 

186,363

 

Net change in non-cash working capital balances related to operations

 

 

 

 

 

 

(2,279,406

)

 

 

(599,174

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in non-current deferred revenue

 

 

 

 

 

 

50,666

 

 

 

273,021

 

Cash used in operating activities

 

 

 

 

 

 

(7,713,872

)

 

 

(8,607,603

)

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

4

 

 

 

(2,774,422

)

 

 

(1,206,099

)

Disposal of property and equipment

 

 

4

 

 

 

512,596

 

 

 

204,935

 

Cash used in investing activities

 

 

 

 

 

 

(2,261,826

)

 

 

(1,001,164

)

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from exercise of options

 

 

7

 

 

 

37,533

 

 

 

508,941

 

Proceeds from exercise of warrants

 

 

6

 

 

 

 

 

 

699,209

 

Repayment of distribution rights payable

 

 

 

 

 

 

(250,000

)

 

 

 

Cash provided by financing activities

 

 

 

 

 

 

(212,467

)

 

 

1,208,150

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

 

 

 

 

(10,188,165

)

 

 

(8,400,617

)

Net foreign exchange difference

 

 

 

 

 

 

5,951

 

 

 

(32,732

)

Cash and cash equivalents at beginning of period

 

 

 

 

 

 

106,790,202

 

 

 

141,447,544

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

 

 

 

$

 

96,607,988

 

$

 

133,014,195

 

 

See accompanying notes to the interim condensed consolidated financial statements

 

4


Novadaq Technologies Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2016

(Unaudited)

(expressed in U.S. dollars, except as otherwise indicated)

 

1.

DESCRIPTION OF THE ENTITY  

Novadaq Technologies Inc. [“Novadaq” or the "Company"] was incorporated under the Canada Business Corporations Act on April 14, 2000.  These consolidated financial statements include the accounts of the Company and its subsidiaries.  The Company is a listed company incorporated and domiciled in Canada whose shares are publicly traded on the Toronto Stock Exchange ["TSX"] and NASDAQ.  The registered office is located at 5090 Explorer Drive, Suite 202, Mississauga, Ontario, Canada.  The Company develops and commercializes medical imaging and therapeutic devices for use in the operating room.  The Company's proprietary imaging platform can be used to visualize blood vessels, nerves and the lymphatic system during surgical procedures. The Company is also the exclusive worldwide distributor of DermACELL® tissue products for wound and breast reconstruction surgery.

2.

ACCOUNTING POLICIES

 

These interim condensed consolidated financial statements for the three month period ended March 31, 2016 of the Company were prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ["IAS 34"] as issued by the International Accounting Standards Board ["IASB"].

 

The same accounting policies and methods of computation were followed in the preparation of these interim condensed consolidated financial statements as were followed in the preparation of the annual consolidated financial statements for the year ended December 31, 2015 prepared in accordance with International Financial Reporting Standards ["IFRS"] as issued by the IASB.

 

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements. Accordingly, these interim condensed consolidated financial statements for the three month period ended March 31, 2016 should be read together with the annual consolidated financial statements for the year ended December 31, 2015, which are available on SEDAR at www.sedar.com.

 

The preparation of interim condensed consolidated financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are consistent with those disclosed in the notes to the annual consolidated financial statements for the year ended December 31, 2015. These interim condensed consolidated financial statements were authorized for issue by the Board of the Directors on April 27, 2016.

 

New standards, interpretations and amendments adopted by the Company

Disclosure Initiative: Amendments to IAS 1

On December 18, 2014 the IASB issued amendments to IAS 1, Presentation of Financial Statements, as part of its initiative to improve presentation and disclosure in financial reports.  The amendments are effective for annual periods beginning on or after January 1, 2016.  The Company adopted these amendments in its financial statements for the annual period beginning on January 1, 2016.  The adoption of the amendments did not have a material effect on the Company’s consolidated financial statements.

New standards, interpretations and amendments not yet adopted by the Company

 

The IASB has issued the following new standards, which are not yet effective or adopted by the Company:

 

[a] IFRS 9, Financial instruments (effective January 1, 2018)

[b] IFRS 15, Revenue from contracts with customers (effective January 1, 2018)

[c] IFRS 16, Leases (effective January 1, 2019)

 

The extent of the impact of adoption of these standards has not yet been determined.

5


Novadaq Technologies Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2016

(Unaudited)

(expressed in U.S. dollars, except as otherwise indicated)

 

3.

INVENTORIES 

Inventories by category are as follows:

 

 

March 31,

2016

 

 

December 31,

2015

 

 

 

$

 

 

$

 

Raw materials

 

 

8,483,923

 

 

 

7,943,924

 

Medical devices, software and parts

 

 

3,144,196

 

 

 

2,661,247

 

TMR kits

 

 

66,095

 

 

 

75,714

 

 

 

 

11,694,214

 

 

 

10,680,885

 

 

During the three month period ended March 31, 2016, $3,817,087 [three month period ended March 31, 2015 - $3,066,674] of inventory has been recognized in cost of sales.

 

4.

PROPERTY AND EQUIPMENT

 

 

Medical

devices

 

 

Furniture

and

fixtures

 

 

Computer equipment

 

 

Leasehold improvements

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2016

 

 

26,737,427

 

 

 

474,573

 

 

 

1,892,522

 

 

 

1,611,150

 

 

 

30,715,672

 

Additions

 

 

2,552,361

 

 

 

14,121

 

 

 

81,742

 

 

 

126,198

 

 

 

2,774,422

 

Disposals

 

 

(1,437,942

)

 

 

 

 

 

 

 

 

 

 

 

(1,437,942

)

Balance at March 31, 2016

 

 

27,851,846

 

 

 

488,694

 

 

 

1,974,264

 

 

 

1,737,348

 

 

 

32,052,152

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2016

 

 

(13,522,500

)

 

 

(438,942

)

 

 

(1,648,587

)

 

 

(275,529

)

 

 

(15,885,558

)

Depreciation

 

 

(1,215,536

)

 

 

(5,713

)

 

 

(52,168

)

 

 

(37,705

)

 

 

(1,311,122

)

Disposals

 

 

925,346

 

 

 

 

 

 

 

 

 

 

 

 

925,346

 

Balance at March 31, 2016

 

 

(13,812,690

)

 

 

(444,655

)

 

 

(1,700,755

)

 

 

(313,234

)

 

 

(16,271,334

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value at March 31, 2016

 

 

14,039,156

 

 

 

44,039

 

 

 

273,509

 

 

 

1,424,114

 

 

 

15,780,818

 

6


Novadaq Technologies Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2016

(Unaudited)

(expressed in U.S. dollars, except as otherwise indicated)

 

 

 

Medical

devices

 

 

Furniture

and

fixtures

 

 

Computer equipment

 

 

Leasehold improvements

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2015

 

 

24,913,546

 

 

 

450,791

 

 

 

1,663,792

 

 

 

294,180

 

 

 

27,322,309

 

Additions

 

 

6,488,498

 

 

 

23,782

 

 

 

228,730

 

 

 

1,316,970

 

 

 

8,057,980

 

Disposals

 

 

(4,664,617

)

 

 

 

 

 

 

 

 

 

 

 

(4,664,617

)

Balance at December 31, 2015

 

 

26,737,427

 

 

 

474,573

 

 

 

1,892,522

 

 

 

1,611,150

 

 

 

30,715,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2015

 

 

(11,557,846

)

 

 

(419,792

)

 

 

(1,448,474

)

 

 

(248,378

)

 

 

(13,674,490

)

Depreciation

 

 

(4,888,278

)

 

 

(19,150

)

 

 

(200,113

)

 

 

(27,151

)

 

 

(5,134,692

)

Disposals

 

 

2,923,624

 

 

 

 

 

 

 

 

 

 

 

 

2,923,624

 

Balance at December 31, 2015

 

 

(13,522,500

)

 

 

(438,942

)

 

 

(1,648,587

)

 

 

(275,529

)

 

 

(15,885,558

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value at December 31, 2015

 

 

13,214,927

 

 

 

35,631

 

 

 

243,935

 

 

 

1,335,621

 

 

 

14,830,114

 

 

As at March 31, 2016, medical devices includes construction-in-progress of $7,166,385 [December 31, 2015 - $6,136,442] which are not being depreciated.  Depreciation will commence when the devices are placed at medical institutions.  

5.

INTANGIBLE ASSETS

Intangible assets include licenses, patent rights and distribution rights as summarized below:

 

 

Licenses

 

 

Patent rights

 

 

Distribution

rights

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2016

 

 

5,913,642

 

 

 

14,920,855

 

 

 

7,880,819

 

 

 

28,715,316

 

Additions

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2016

 

 

5,913,642

 

 

 

14,920,855

 

 

 

7,880,819

 

 

 

28,715,316

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2016

 

 

(5,913,642

)

 

 

(3,426,306

)

 

 

(835,578

)

 

 

(10,175,526

)

Amortization

 

 

 

 

 

(239,383

)

 

 

(197,019

)

 

 

(436,402

)

Balance at March 31, 2016

 

 

(5,913,642

)

 

 

(3,665,689

)

 

 

(1,032,597

)

 

 

(10,611,928

)

Net book value at March 31, 2016

 

 

 

 

 

11,255,166

 

 

 

6,848,222

 

 

 

18,103,388

 

7


Novadaq Technologies Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2016

(Unaudited)

(expressed in U.S. dollars, except as otherwise indicated)

 

 

 

Licenses

 

 

Patent rights

 

 

Distribution

rights

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2015

 

 

5,913,642

 

 

 

14,920,855

 

 

 

7,880,819

 

 

 

28,715,316

 

Additions

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2015

 

 

5,913,642

 

 

 

14,920,855

 

 

 

7,880,819

 

 

 

28,715,316

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2015

 

 

(5,913,642

)

 

 

(2,504,258

)

 

 

(47,501

)

 

 

(8,465,401

)

Amortization

 

 

 

 

 

(922,048

)

 

 

(788,077

)

 

 

(1,710,125

)

Balance at December 31, 2015

 

 

(5,913,642

)

 

 

(3,426,306

)

 

 

(835,578

)

 

 

(10,175,526

)

Net book value at December 31, 2015

 

 

 

 

 

11,494,549

 

 

 

7,045,241

 

 

 

18,539,790

 

 

6.

SHAREHOLDER WARRANTS

 

 

February  2010

 

 

March  2011

 

 

 

 

 

 

 

Shareholder Warrants

 

 

Shareholder Warrants

 

 

Total

 

 

 

#

 

 

$

 

 

#

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

 

290,089

 

 

 

4,080,925

 

 

 

1,561,515

 

 

 

21,792,160

 

 

 

25,873,085

 

Exercised

 

 

(290,089

)

 

 

(4,414,313

)

 

 

 

 

 

 

 

 

(4,414,313

)

Revaluation

 

 

 

 

 

333,388

 

 

 

 

 

 

(5,354,365

)

 

 

(5,020,977

)

December 31, 2015

 

 

 

 

 

 

 

 

1,561,515

 

 

 

16,437,795

 

 

 

16,437,795

 

Exercised

 

 

 

 

 

 

 

 

(1,561,515

)

 

 

(15,113,502

)

 

 

(15,113,502

)

Revaluation

 

 

 

 

 

 

 

 

 

 

 

(1,324,293

)

 

 

(1,324,293

)

March 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

On March 24, 2011, the Company closed a private placement of $14,280,240, net of transaction costs of $998,207, in exchange for 4,731,864 units at a price of CDN $3.17 per unit.  Each unit consists of one common share and 0.45 of a warrant, representing 2,129,339 warrants.  Each warrant has a five-year term and is exercisable either for one common share at an exercise price of CDN $3.18 or on a cashless basis in accordance with the Warrant Agreement.  Because such warrants were denominated in Canadian dollars [a currency different from the Company's functional currency], they are recognized as a financial liability at fair value through profit or loss.  In determining the initial fair value of the warrants, the Company used the Black‑Scholes option pricing model with the following assumptions: weighted average volatility rate of 66%; risk-free interest rate of 1.98%; expected life of five years; and an exchange rate of 1.026.  The value of $3,695,513, net of transaction costs, was established on March 24, 2011 and subsequently revalued on December 31, 2011 utilizing the Black‑Scholes option pricing model with the following assumptions: volatility rate of 64%; risk‑free interest rate of 1.85%; expected life of 4.23 years; and exchange rate of 0.980. The fair value of the warrants before transaction costs were initially U.S. $1.86 per warrant at issuance and at December 31, 2015 were valued at U.S. $10.53 per warrant.

During the three month period ended March 31, 2016, the remaining warrants of 1,561,515 were exercised on a cashless basis whereby the Company issued 1,166,753 common shares from treasury [see Note 9]. Upon conversion of the warrants to common shares, the warrants were de-recognized and the fair value of the warrants of $15,113,502 was recognized as share capital.

In February 2010, the Company closed a private placement of U.S. $6,610,157, net of transaction costs of $511,180, in which 3,049,205 units at CDN $2.43 per unit were issued.  Each unit is comprised of one common share and one-fifth of a warrant.  Each warrant has a five-year term and is exercisable for one common share at an exercise price of CDN $3.00.  Because such

8


Novadaq Technologies Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2016

(Unaudited)

(expressed in U.S. dollars, except as otherwise indicated)

 

warrants were denominated in Canadian dollars [a currency different from the Company’s functional currency], they are recognized as a financial liability at fair value through profit or loss.  In determining the initial fair value of the shareholder warrants, the Company used the Black‑Scholes option pricing model with the following assumptions: volatility rate of 69%; risk-free interest rate of 1.88%; expected life of 5 years for shareholder warrants and 3 years for broker warrants; and exchange rate of 0.960. Shareholder warrants were initially valued at U.S. $1.47 and revalued at December 31, 2014 at U.S. $14.07 per warrant.

During the three month period ended March 31, 2015, the remaining warrants of 290,089 were exercised [see Note 9] for cash consideration of $699,209.

7.

STOCK-BASED COMPENSATION PLAN

Stock Option Plan

On March 29, 2005, the Company established an amended stock option plan [the "Plan"] for the employees, directors, senior officers and consultants of the Company and any affiliate of the Company which governs all options issued under its previously existing stock option plans and future option grants made under the Plan.  On May 15, 2008, the shareholders at the annual and special meeting approved the "Second Amended and Restated Stock Option Plan", which was an amendment to the Plan.

Under the Plan, options to purchase common shares of the Company may be granted by the Board of Directors.  Options granted under the Plan will have an exercise price of not less than the volume-weighted average trading price of the common shares for the five trading days preceding the date on which the options are granted.  The maximum aggregate number of common shares which may be subject to options under the Plan is 10% of the common shares of the Company outstanding from time to time.

Options granted under the Plan will generally vest over a three-year period and may be exercised in whole or in part at any time as follows:  33% on or after the first anniversary of the grant date, 67% on or after the second anniversary of the grant date and 100% on or after the third anniversary of the grant date.  Options expire on the tenth anniversary of the grant date.  Any options not exercised prior to the expiry date will become null and void.  In connection with certain change of control transactions, including a take-over bid, merger or other structured acquisition, the Board of Directors may accelerate the vesting date of all unvested options such that all optionees will be entitled to exercise their full allocation of options and in certain circumstances, where such optionee's employment is terminated in connection with such transaction, such accelerated vesting will be automatic.  Options granted under the Plan will terminate on the earlier of the expiration of the option or 180 days following the death of the optionee or termination of the optionee's employment because of permanent disability, as a result of termination of the optionee's employment because of retirement of an optionee or as a result of such optionee ceasing to be a director, or 30 days following termination of an optionee.

The stock‑based compensation cost, related to options, that has been recognized for the three month period ended March 31, 2016 and included in the respective function line in the consolidated statements of loss and comprehensive loss is $1,016,256 [three month period ended March 31, 2015 - $1,347,748] with a corresponding increase to contributed surplus.

9


Novadaq Technologies Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2016

(Unaudited)

(expressed in U.S. dollars, except as otherwise indicated)

 

A summary of the options outstanding as at March 31, 2016 and December 31, 2015 under the Plan are presented below (all weighted average exercise prices expressed in CDN dollars):

 

 

For the three month period ended

 

 

For the year ended

 

 

 

March 31, 2016

 

 

December 31, 2015

 

 

 

Number outstanding

 

 

Weighted

average

exercise price

 

 

Number outstanding

 

 

Weighted

average

exercise price

 

 

 

#

 

 

$

 

 

#

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options outstanding, beginning of period

 

 

3,894,805

 

 

 

12.25

 

 

 

3,691,962

 

 

 

11.32

 

Options granted

 

 

134,500

 

 

 

12.81

 

 

 

1,085,000

 

 

 

14.17

 

Options exercised

 

 

(11,334

)

 

 

4.40

 

 

 

(390,670

)

 

 

3.68

 

Options cancelled

 

 

(31,223

)

 

 

18.84

 

 

 

(95,932

)

 

 

12.24

 

Options forfeited

 

 

(67,943

)

 

 

17.22

 

 

 

(395,555

)

 

 

17.58

 

Options outstanding, end of period

 

 

3,918,805

 

 

 

12.15

 

 

 

3,894,805

 

 

 

12.25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercisable, end of period

 

 

2,028,247

 

 

 

8.36

 

 

 

1,944,472

 

 

 

8.88

 

 

The Company uses the Black-Scholes option pricing model to determine the fair value of options. On February 17, 2016, the Company issued 134,500 options under the Plan. For the three month period ended March 31, 2016, the Company used the following assumptions to determine the fair value of each of the options granted:

 

 

February 17,

2016

Grant

 

 

 

Employees

 

Weighted average volatility rate

 

 

52%

 

Expected dividend yield

 

Nil

 

Weighted average expected life (in years)

 

 

3.7

 

Weighted average interest rate

 

0.57%

 

Exchange rate

 

 

0.7297

 

Fair Value per option

 

$

3.55

 

 

The expected life of the options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur.  The expected volatility reflects the assumption that the historical volatility over a period similar to the expected life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

There have been no modifications to the Plan during the periods presented in the interim condensed consolidated financial statements.

Long-Term Incentive Plan

On April 7, 2015 the Company established a long-term incentive plan comprised of Restricted Share Units (RSUs) and Deferred Share Units (DSUs).    

In connection with certain change of control transactions, including a take-over bid, merger or other structured acquisition, the Board of Directors may accelerate the vesting date of all unvested RSUs and DSUs such that all participants will be entitled to settle their full allocation of RSUs and/or DSUs and in certain circumstances, where such participant's employment is terminated in connection with such transaction, such accelerated vesting will be automatic.    

10


Novadaq Technologies Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2016

(Unaudited)

(expressed in U.S. dollars, except as otherwise indicated)

 

RSUs

RSUs granted under the plan will generally vest over a three-year period and may be settled in whole or in part at any time as follows:  one-third on or after the first anniversary of the grant date, one third on or after the second anniversary of the grant date, one third on or after the third anniversary of the grant date, and in certain cases, if specified performance objectives are met as determined by the Board of Directors.  RSUs granted under the plan will expire upon the termination of the participant’s employment, retirement, permanent disability or death.  RSUs must be settled no later than December 31 of the third calendar year following the year in which the services giving rise to the award were rendered.  RSUs may be settled for their cash equivalent or by the issuance of the Company’s common shares, subject to discretion of the Board of Directors. Each RSU is the equivalent of one Novadaq common share. The fair value for each RSU granted, which approximates the market value of a Novadaq common share at the date of grant, is recognized over the term of the vesting period, with a corresponding increase to contributed surplus based on the number of RSUs expected to vest.

The table below is a summary of the RSUs outstanding as at March 31, 2016 and December 31, 2015:

 

 

For the three month period ended

 

 

For the year ended

 

 

 

March 31, 2016

 

 

December 31, 2015

 

 

 

Number outstanding

 

 

Number outstanding

 

 

 

#

 

 

#

 

 

 

 

 

 

 

 

 

 

RSU's outstanding, beginning of period

 

 

29,302

 

 

 

-

 

RSU's granted

 

 

-

 

 

 

30,302

 

RSU's forfeited

 

 

(1,077

)

 

 

(1,000

)

RSU's outstanding, end of period

 

 

28,225

 

 

 

29,302

 

The stock‑based compensation cost that has been recognized for the three month period ended March 31, 2016 and included in the respective function lines in the consolidated statements of loss and comprehensive loss is $31,087 [three month period ended March 31, 2015 – nil].

DSUs

DSUs granted under the plan may be settled when the participant ceases to be a member of the Board of Directors.  The participant may elect to settle DSUs for their cash equivalent or for the issuance of the Company’s common shares. Outstanding DSUs are initially recorded as a liability on the statement of financial position, measured at the awards’ fair value on the date of grant based on the market price of the Company’s common shares, with a corresponding charge to operating costs.  If an award’s fair value changes after it has been granted and before the settlement date, the resulting change in the liability is recorded as a charge to operating costs in the period that the change occurs.  

There were no DSUs granted during the three month periods ended March 31, 2016 and March 31, 2015.

There have been no modifications to the long-term incentive plan during the three month periods ending March 31, 2016 and March 31, 2015.

11


Novadaq Technologies Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2016

(Unaudited)

(expressed in U.S. dollars, except as otherwise indicated)

 

8.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT  

[a] Fair value

Set out below is a comparison by type of the carrying amounts and fair values of the Company's recognized financial instruments that are recorded in the consolidated statements of financial position:

 

  

 

March 31, 2016

 

 

December 31, 2015

 

 

 

Carrying

amount

 

 

Fair value

 

 

Carrying

amount

 

 

Fair value

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held-for-trading

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

96,607,988

 

 

 

96,607,988

 

 

 

106,790,202

 

 

 

106,790,202

 

Loans and receivables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

21,775,829

 

 

 

21,775,829

 

 

 

21,767,746

 

 

 

21,767,746

 

 

 

 

118,383,817

 

 

 

118,383,817

 

 

 

128,557,948

 

 

 

128,557,948

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial liabilities at fair value through profit or

   loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder warrants

 

 

-

 

 

 

-

 

 

 

16,437,795

 

 

 

16,437,795

 

Other financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Distribution rights payable

 

 

1,759,040

 

 

 

1,759,040

 

 

 

1,985,012

 

 

 

1,985,012

 

     Accounts payable and accrued liabilities

 

 

10,190,147

 

 

 

10,190,147

 

 

 

12,145,572

 

 

 

12,145,572

 

 

 

 

11,949,187

 

 

 

11,949,187

 

 

 

30,568,379

 

 

 

30,568,379

 

 

The fair values of the financial assets and liabilities are shown at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

 

·

cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

 

·

the fair value of the distribution rights payable is estimated by discounting the future contractual payments; and

 

·

the fair value of shareholder warrants is estimated using the Black‑Scholes option pricing model incorporating various inputs including the underlying price volatility and discount rate.

[b] Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

 

·

Level 1 - Inputs to the valuation methodology are quoted prices [unadjusted] for identical assets or liabilities in active markets.

 

·

Level 2 - Inputs to valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

·

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

12


Novadaq Technologies Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2016

(Unaudited)

(expressed in U.S. dollars, except as otherwise indicated)

 

The fair value hierarchy of financial instruments measured at fair value on the consolidated statements of financial position is as follows:

 

  

 

March 31, 2016

 

 

December 31, 2015

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

96,607,988

 

 

 

-

 

 

 

-

 

 

 

106,790,202

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder warrants

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

16,437,795

 

 

 

-

 

 

During the reporting periods, there were no transfers between Level 1 and Level 2 fair value measurements.

[c] Management of risks arising from financial instruments

As at March 31, 2016, one customer had an accounts receivable balance exceeding 10% of total accounts receivable [December 31, 2015 – one customer]. Concentration of this customer comprised 33% of total accounts receivable as at March 31, 2016 as compared to 21% as at December 31, 2015.

9.

SHARE CAPITAL

The Company has authorized share capital as follows: common shares - unlimited, no par value; preference shares - unlimited, no par value, issuable in one or more series.

Issued and outstanding

 

 

Common shares

 

 

 

#

 

 

$

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2014

 

 

55,572,568

 

 

 

315,651,455

 

Exercise of stock options

 

 

390,670

 

 

 

1,922,034

 

Exercise of shareholder warrants

 

 

290,089

 

 

 

5,113,522

 

Balance at December 31, 2015

 

 

56,253,327

 

 

 

322,687,011

 

Exercise of stock options

 

 

11,334

 

 

 

63,649

 

Exercise of shareholder warrants

 

 

1,166,753

 

 

 

15,113,502

 

Balance at March 31, 2016

 

 

57,431,414

 

 

 

337,864,162

 

 

10.

LOSS PER SHARE

Basic loss per share amounts are calculated by dividing net loss for the period attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the period.  Diluted loss per share amounts are calculated by dividing the net loss attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all of the dilutive potential ordinary shares into ordinary shares.

13


Novadaq Technologies Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2016

(Unaudited)

(expressed in U.S. dollars, except as otherwise indicated)

 

The following reflects the loss and share data used in the basic and diluted loss per share computations:

 

 

For the three month period ended

 

 

 

March 31, 2016

 

 

March 31, 2015

 

Net loss and comprehensive loss

   attributable to shareholders for basic loss per share

 

 

(6,979,734

)

 

 

(11,285,391

)

Net loss and comprehensive loss

   attributable to shareholders for diluted loss per

   share

 

 

(8,304,027

)

 

 

(11,285,391

)

Weighted average number of shares for basic loss

   per share

 

 

56,464,036

 

 

 

55,913,270

 

Weighted average number of shares for diluted loss

   per share

 

 

57,474,701

 

 

 

55,913,270

 

 

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of these interim condensed consolidated financial statements.

The conversion of outstanding stock options or RSUs has not been included in the determination of basic and diluted loss per share as to do so would have been anti‑dilutive.

11.

SEGMENTED INFORMATION

The Company’s business activities are conducted through one segment which consists of medical devices and related products and services. Segment performance is based on gross margin and is measured consistently with the gross margin of the consolidated financial statements since there is only one segment.  

Revenue by region is as follows:

 

 

For the three month period ended

 

 

 

March 31, 2016

 

 

March 31, 2015

 

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

United States

 

 

15,760,357

 

 

 

10,298,599

 

Outside United States

 

 

1,965,714

 

 

 

1,392,742

 

Total

 

 

17,726,071

 

 

 

11,691,341

 

 

For the three month period ended March 31, 2016, there were sales to one customer that exceeded 10% of total revenue [three month period ended March 31 2015 - none]. Concentration of this customer comprised of 29% of total revenue for the three month period ended March 31, 2016.  

 

14


Novadaq Technologies Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2016

(Unaudited)

(expressed in U.S. dollars, except as otherwise indicated)

 

Property and equipment, net are domiciled as follows:

 

  

 

March 31, 2016

 

 

December 31, 2015

 

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

Canada

 

 

8,837,299

 

 

 

7,955,468

 

United States

 

 

5,821,457

 

 

 

5,765,396

 

Outside North America

 

 

1,122,062

 

 

 

1,109,250

 

Total

 

 

15,780,818

 

 

 

14,830,114

 

 

Intangible assets are domiciled as follows:

 

  

 

March 31, 2016

 

 

December 31, 2015

 

 

 

$

 

 

$

 

Canada

 

 

2,660,197

 

 

 

2,733,434

 

Outside Canada

 

 

15,443,191

 

 

 

15,806,356

 

Total

 

 

18,103,388

 

 

 

18,539,790

 

 

 

 

15