SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of: February 2018 | Commission File Number: 001-33526 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
(Translation of Registrant’s name into English)
545 Promende du Centropolis
Suite 100
Laval, Québec
Canada H7T 0A3
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC. | ||
Date: February 14, 2018 | By: | /s/ Mario Paradis |
Name: | Mario Paradis | |
Title: | VP & Chief Financial Officer |
EXHIBIT INDEX
Exhibit 99.1
MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED DECEMBER 31, 2017 AND NOVEMBER 30, 2016
INTRODUCTION
This management discussion and analysis (‟MD&A”) comments on the financial results and the financial situation of Neptune Technologies & Bioressources Inc. (‟Neptune” or the ‟Corporation”) including its subsidiaries, Biodroga Nutraceuticals Inc. (‟Biodroga”) and Acasti Pharma Inc. (‟Acasti”) up to the loss of control of the subsidiary on December 27, 2017, for the three-month and nine-month periods ended December 31, 2017 and November 30, 2016. This MD&A should be read in conjunction with our consolidated interim financial statements for the three-month and nine-month periods ended December 31, 2017 and November 30, 2016. Additional information on the Corporation, as well as registration statements and other public filings, are available on SEDAR at www.sedar.com or on EDGAR at www.sec.gov/edgard.shtml.
Beginning in fiscal 2017, the Corporation’s fiscal year ended on March 31, 2017. As a result, the above financial statements include different three-month and nine-month periods: the three-month and nine-month periods ended December 31, 2017 and three-month and nine-month periods ended November 30, 2016. Financial information for the three-month and nine-month periods ended December 31, 2016 has not been included in this MD&A for the following reasons: (i) the three-month and nine-month periods ended November 30, 2016 provides a meaningful comparison for the three-month and nine-month periods ended December 31, 2017; (ii) there are no significant factors, seasonal or otherwise, that would impact the comparability of information if the results for the three-month and nine-month periods ended December 31, 2016 were presented in lieu of results for the three-month and nine-month periods ended November 30, 2016; and (iii) it was not practicable or cost justified to prepare this information.
In this MD&A, financial information for the three-month and nine-month periods ended December 31, 2017 and November 30, 2016 is based on the consolidated interim financial statements of the Corporation, which were prepared under International Financial Reporting Standards (‟IFRS”) in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (‟IASB”). In accordance with its terms of reference, the Audit Committee of the Corporation’s Board of Directors reviews the contents of the MD&A and recommends its approval to the Board of Directors. The Board of Directors approved this MD&A on February 14, 2018. Disclosure contained in this document is current to that date, unless otherwise noted.
Note that there have been no significant changes with regards to the ‟Related Party Transactions”, ‟Off-Balance Sheet Arrangements” or ‟Critical Accounting Policies and Estimates” to those outlined in the Corporation’s 2017 annual MD&A as filed with Canadian securities regulatory authorities on June 7, 2017. As such, they are not repeated herein.
Unless otherwise indicated, all references to the terms ‟we”, ‟us”, ‟our”, ‟Neptune”, ‟enterprise”, ‟Company” and ‟Corporation” refer to Neptune Technologies & Bioressources Inc. and its subsidiaries. Unless otherwise noted, all amounts in this report refer to thousands of Canadian dollars. References to ‟CAD”, ‟USD”, ‟EUR” and ‟GBP” refer to Canadian dollars, US dollars, the Euro and the Pound sterling, respectively. Information disclosed in this report has been limited to what management has determined to be ‟material”, on the basis that omitting or misstating such information would influence or change a reasonable investor’s decision to purchase, hold or dispose of the Corporation’s securities.
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MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
FORWARD-LOOKING STATEMENTS
Statements in this MD&A that are not statements of historical or current fact constitute ‟forward-looking statements” within the meaning of the U.S. securities laws and Canadian securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of Neptune to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "will," "should," or "plans" to be uncertain and forward-looking. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this management analysis of the financial situation and operating results.
The forward-looking statements contained in this MD&A are expressly qualified in their entirety by this cautionary statement and the ‟Cautionary Note Regarding Forward-Looking Information” section contained in Neptune’s latest Annual Information Form (the ‟AIF”), which also forms part of Neptune’s latest annual report on Form 40-F, and which is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml and on the investor section of Neptune’s website at www.neptunecorp.com. All forward-looking statements in this MD&A are made as of the date of this MD&A. Neptune does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in Neptune public securities filings with the Securities and Exchange Commission and the Canadian securities commissions. Additional information about these assumptions and risks and uncertainties is contained in the AIF under ‟Risk Factors”.
Caution Regarding Non-IFRS Financial Measures
The Corporation uses an adjusted financial measure, Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) called non-IFRS operating loss when the Corporation or segment is in a loss position, to assess its operating performance. This non-IFRS financial measure is directly derived from the Corporation’s financial statements and is presented in a consistent manner. The Corporation uses this measure for the purposes of evaluating its historical and prospective financial performance, as well as its performance relative to competitors. This measure also helps the Corporation to plan and forecast for future periods as well as to make operational and strategic decisions. The Corporation believes that providing this information to investors, in addition to IFRS measures, allows them to see the Corporation’s results through the eyes of management, and to better understand its historical and future financial performance.
Securities regulations require that companies caution readers that earnings and other measures adjusted to a basis other than IFRS do not have standardized meanings and are unlikely to be comparable to similar measures used by other companies. Accordingly, they should not be considered in isolation. The Corporation uses Adjusted EBITDA (or non-IFRS operating loss when in a loss position) to measure its performance from one period to the next without the variation caused by certain adjustments that could potentially distort the analysis of trends in our operating performance, and because the Corporation believes it provides meaningful information on the Corporation’s financial condition and operating results. Neptune’s method for calculating Adjusted EBITDA (or non-IFRS operating loss) may differ from that used by other corporations.
Neptune obtains its Adjusted EBITDA (or non-IFRS operating loss) measurement by adding to net income (loss), finance costs, depreciation, amortization and impairment loss and income taxes and by subtracting finance income. Other items such as stock-based compensation, insurance recoveries from plant explosion, royalty settlements, net gain on sale of krill oil business, legal fees related to royalty settlements, gain on loss of control of subsidiary, tax credits recoverable from prior years and acquisition costs that do not impact core operating performance of the Corporation are excluded from the calculation as they may vary significantly from one period to another. Finance income/costs include foreign exchange gain (loss) and change in fair value of derivatives. Excluding these items does not imply they are non-recurring.
A reconciliation of net income (loss) to Adjusted EBITDA or non-IFRS operating loss is presented later in this document.
BUSINESS OVERVIEW
Neptune is a wellness products company, with more than 50 years of combined experience in the industry. The Company formulates and provides turnkey solutions available in various unique delivery forms, offers specialty ingredients such as MaxSimil®, a patented ingredient that may enhance the absorption of lipid-based nutraceuticals, and a variety of other marine and seed oils. Neptune also sells premium krill oil directly to consumers through web sales at www.oceano3.com. Leveraging our scientific, technological and innovative expertise, Neptune is working to develop unique extractions and formulations in high potential growth segments such as medical and wellness cannabinoid-based products. The Corporation’s growth in the medical and wellness cannabis field is an attractive method of utilizing the existing Sherbrooke facility, a key asset of the Corporation, following the sale of the Corporation’s krill oil business in 2017, as described below, given management’s support of the repurposing of the existing facility for the purposes of entering a new and fast-growing industry. The Corporation’s Board of Directors has approved the steps undertaken by the Corporation which are necessary to engage in these cannabis-related activities. The Company’s head office is located in Laval, Quebec.
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MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
Transaction concluded with Aker BioMarine
On August 7, 2017, Neptune and Aker BioMarine Antarctic AS (“Aker BioMarine”) concluded an agreement whereby Aker BioMarine acquired Neptune’s intellectual property, list of customers and krill oil inventory for a cash consideration of $43,076 (US$34 million) paid at closing. Under this agreement, Neptune exits bulk krill oil manufacturing and distribution activities and Aker BioMarine becomes exclusive krill oil supplier to Neptune’s solutions business. An amount of $11,176 of such proceeds was used for debt reimbursement and to pay the penalty on early repayment of $263 concurrent with the sale transaction and an additional $2,392 was repaid on October 6, 2017.
The assets sold were included in the Nutraceutical segment. The disposal of the krill oil manufacturing and distribution activities allows the Corporation to accelerate its efforts to position the Corporation in attractive growth segments such as the Green Valley medical and wellness cannabis oil extraction project, in line with its growth strategy.
The Sherbrooke facility was not part of the transaction and it will be used through the development of unique extractions targeted towards high potential growth segments such as the cannabis industry. A large number of our employees saw their employment end as part of this transaction. A small team of people continues to work on special projects including the medical and wellness cannabis project at the facility as well as activities relating to exiting the bulk krill oil business. As the Sherbrooke facility was not part of the transaction, it did not qualify as discontinued operations for accounting purposes. Furthermore, management assessed the recoverable amount of the Sherbrooke facility and no revaluation of the useful life and no impairment of the plant and related equipment were recorded for the three-month and nine-month periods ended December 31, 2017. Management will continue to reassess the recoverable amount and useful life as progress and development are made in the cannabis oil extraction project.
The following table presents a reconciliation of the net gain on sale of assets for the nine-month period ended December 31, 2017 and the full impact of the sale transaction and concurrent debt reimbursements on the net income of the Corporation:
August 7, | ||||
2017 | ||||
Total transaction proceeds | $ | 43,076 | ||
Inventory sold | (11,186 | ) | ||
Net intangible assets sold | (5,792 | ) | ||
Other write-off of asset, severance and transaction costs and costs for activities relating to exiting the bulk krill oil business (i) (ii) | (2,374 | ) | ||
Net gain on sale of assets as presented in the statement of earnings of the consolidated interim financial statements | $ | 23,724 | ||
Impairment loss on inventories – presented in cost of sales | (1,719 | ) | ||
Penalty on reimbursement, loss on financing and discounting fees on debt reimbursed – presented in finance costs | (921 | ) | ||
Total impact of the transaction on the net income before tax | $ | 21,084 |
(i) | Including non-cash write-off of assets of $554, $1,142 of employee severance and $482 of transaction costs. |
(ii) | $147 of costs were recorded during the three-month period ended December 31, 2017 relating to other write-off of asset, transaction costs and activities relating to exiting the bulk krill oil business (reprocessing of work in progress inventories). |
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MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
Loss of control of the subsidiary Acasti
On December 27, 2017, Acasti concluded a public financing. Immediately before the transaction, Neptune owned 33.96% of Acasti’s shares and had determined it had de facto control over and therefore consolidated Acasti. After the financing and as at December 31, 2017, the ownership interest of the Corporation in Acasti went down to 20.39% and 12.12% on a fully diluted basis (34.45% and 23.28% as at March 31, 2017). Therefore, management has determined that the Corporation lost the de facto control of the subsidiary.
On that date, the Corporation ceased consolidating Acasti and derecognized the assets and liabilities of its former subsidiary and the non-controlling interest in Acasti. The Corporation recognized its remaining non-controlling investment in Acasti at the fair value as at that date. The Corporation has 5,064,694 common shares of Acasti. The fair value of the investment in Acasti was determined to be $6,079 or $1.20 per share as at December 27, 2017. This investment was measured using a level 1 input. The difference between the fair value of the investment and the book value of Acasti’s net assets and related non-controlling interest was recognized in the statement of earnings as a non-cash gain on loss of control of $8,783. The Corporation ceased to consolidate Acasti’s results from that date. Acasti represents the Cardiovascular segment of the segment disclosures section.
The following table presents a reconciliation of the gain on loss of control for the three-month and nine-month periods ended December 31, 2017:
December 27, | ||||
2017 | ||||
Investment in Acasti at fair value | $ | 6,079 | ||
Non-controlling interest | 2,234 | |||
Acasti’s assets before deconsolidation | (7,143 | ) | ||
Acasti’s liabilities before deconsolidation | 7,613 | |||
Gain on loss of control of Acasti | $ | 8,783 |
As at December 27, 2017, the investment in Acasti is presented in “Other assets” in the consolidated statement of financial position. The fair value of the investment remains unchanged from the date of loss of control. On January 22, 2018, Acasti issued additional overallotment shares pursuant to its December 27, 2017 financing, which brought the Corporation’s ownership interest to 19.78%. Following these events, the Corporation concluded it does not have significant influence over Acasti.
Human Resources
Neptune and Biodroga are currently employing 57 employees.
Issuance of Shares
On May 9, 2017, the Corporation issued 630,681 common shares on settlement of a liability of $858 (US$625). On August 9, 2017 and August 16, 2017, the Corporation respectively issued 34,965 and 20,979 common shares for deferred share units released to members of the Board of Directors for past services. During the three-month period ended December 31, 2017, Neptune issued 66,000 common shares for share options exercised.
Creation of the Green Valley Consortium
On May 16, 2017, Neptune and Groupe DJB, in collaboration with the Université de Sherbrooke, announced the creation of the Sherbrooke-based Green Valley Consortium, a strategic partnership that combines the strengths and expertise of three industry stakeholders to carry out medical cannabis production and research and development activities: an industry first. The Consortium intends to develop, commercialize and promote safe, ethically conscious products, while making every effort to abide by stringent industry regulations.
Nasdaq Notification
On July 21, 2017, Neptune received a Nasdaq notification informing the Corporation that its common shares failed to maintain a minimum bid price of US$1.00 per share over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market, and was given 180 calendar days, or until January 17, 2018, to regain compliance according to Nasdaq rule 5810(c)(3)(A) – compliance period.
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MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
On November 28, 2017, the Corporation received a Nasdaq notification confirming that the Nasdaq Staff has determined that for at least 10 consecutive business days, from November 13 to 27, 2017, the closing bid price of the Corporation’s common shares has been US$1.00 per share or greater. Accordingly, Neptune has regained compliance with Listing Rule 5550(a)(2) and this matter is now closed.
Licence
On November 27, 2017, Neptune announced an exclusive, worldwide and royalty bearing licensing agreement for the use of the MaxSimil® technology, a patented omega-3 fatty acid delivery technology and expected to be a strong growth driver of Neptune’s Solutions business, in combination with cannabis-derived products.
This new agreement allows Neptune to research, manufacture, formulate, distribute and sell monoglyceride omega-3-rich ingredients in combination with cannabis and/or cannabinoid-rich hemp-derived ingredients for medical and adult use applications.
As indicated in the past, the Company believes the MaxSimil® technology has the ability to enhance absorption of lipid-based and lipid soluble ingredients such as cannabinoids, essential fatty acids including EPA and DHA omega-3s, vitamins A, D, K and E, CoQ10 and others. This could be especially beneficial in increasing the absorption of ingredients which are not easily absorbed, such as cannabidiol (CBD).
Business Update Meeting
On November 28, 2017, Neptune held a business update meeting in New York City to discuss its entry into the legal cannabis market in Canada via the extraction and commercialization of cannabis oil. Neptune CEO Jim Hamilton and other members of senior management conducted an in-depth overview of the cannabis market in Canada, the company’s business plans, a timeline of anticipated milestones and the potential economics of this new business venture.
Partnership
On December 11, 2017, Neptune announced, in partnership with Charles R. Poliquin’s Strength Sensei Nutraceuticals, the launch of MaxSimil® enhanced Omega DriveTM omega-3 EPA and DHA product for the strength coaching community.
Post quarter developments
On January 17, 2018, Neptune participated in special consultations on Bill 157, regulating cannabis. Michel Timperio, President of the Cannabis Business division, made a presentation and tabled a submission to the Committee on Health and Social Services of the National Assembly in Québec. Neptune made several recommendations for Bill 157 in its submission including the following:
- To make a distinction between smokable and non-smokable cannabis products, given that oil is considered less harmful because it can be consumed without combustion.
- To reflect the contribution of cannabis oil to harm reduction by reserving a prominent position for oils in branches of the Société québécoise du cannabis (SQC) and on its website.
- To make a distinction between products containing tetrahydrocannabinol (THC) and those containing only CBD, which should be reflected in the way they are regulated and in access to different distribution networks.
- To encourage the emergence of a cannabis and hemp industry in Quebec, in particular by creating a category of products “Made in Quebec” at the SQC.
- To allocate funding for an “Institute for evidence on cannabinoids” from the Cannabis Prevention and Research Fund created by Bill 157 to ensure that the information made public on the SQC website, and on which training for its staff will be based, is objective and in line with science that is rapidly and constantly evolving.
On January 19, 2018, Neptune announced an exclusive research agreement with the purpose of developing new medical and wellness targeted cannabinoid-based products, such as CBD combined with krill oil whose combination use would be exclusive to Neptune. The new products will be aimed at the growing number of federal jurisdictions worldwide that have or will legalize cannabinoids, such as Canada, for medicinal and/or adult use.
On February 12, 2018, Neptune and Tetra Bio-Pharma Inc. announced that they entered into an agreement for the co-development, commercialization and marketing of purified cannabinoid oil-based products to address pain and inflammation relief applications for the natural health products and pet veterinary markets.
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MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
SEGMENT DISCLOSURES
The Corporation had two reportable segments until the loss of control of the subsidiary Acasti on December 27, 2017, which were the Corporation’s strategic business units. As at December 31, 2017, the cardiovascular segment that develops pharmaceutical products for cardiovascular diseases is no longer a strategic business unit for Neptune that produces and commercializes nutraceutical products and turnkey solutions for primarily omega-3 softgel capsules and liquids.
Information regarding the results of each reportable segment is included below. The cardiovascular results are presented until December 27, 2017. Performance is measured based on segment net income (loss), as included in the internal management reports that are reviewed by the Corporation’s Chief Operating Decision Maker. Segment income (loss) is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Transfer pricing between both segments are based on predetermined rates accepted by the parties involved. The reportable segment assets of the Cardiovascular segment as at December 31, 2017 consists of the investment in Acasti.
Selected financial information by segment is as follows:
The following tables show selected financial information by segments:
Three-month period ended December 31, 2017
Nutraceutical | Cardiovascular | Inter-segment eliminations | Total | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Total revenues | 7,315 | – | – | 7,315 | ||||||||||||
Gross margin | 2,015 | – | – | 2,015 | ||||||||||||
R&D expenses (i) | (1,785 | ) | (4,285 | ) | 581 | (5,489 | ) | |||||||||
R&D tax credits and grants | 12 | 24 | – | 36 | ||||||||||||
SG&A | (2,477 | ) | (908 | ) | – | (3,385 | ) | |||||||||
Other income – net gain on sale of assets | (147 | ) | – | – | (147 | ) | ||||||||||
Loss from operating activities | (2,382 | ) | (5,169 | ) | 581 | (6,970 | ) | |||||||||
Gain on loss of control of the subsidiary Acasti | 8,783 | – | – | 8,783 | ||||||||||||
Net finance cost | (396 | ) | (21 | ) | (2 | ) | (419 | ) | ||||||||
Income taxes | (53 | ) | – | – | (53 | ) | ||||||||||
Net income (loss) | 5,952 | (5,190 | ) | 579 | 1,341 | |||||||||||
Non-IFRS operating loss1 calculation | ||||||||||||||||
Net income (loss) | 5,952 | (5,190 | ) | 579 | 1,341 | |||||||||||
Add (deduct): | ||||||||||||||||
Depreciation and amortization | 763 | 670 | (581 | ) | 852 | |||||||||||
Finance costs | 487 | 67 | – | 554 | ||||||||||||
Finance income | (91 | ) | (9 | ) | – | (100 | ) | |||||||||
Change in fair value of derivative assets and liabilities | – | (37 | ) | 2 | (35 | ) | ||||||||||
Stock-based compensation | 199 | 330 | – | 529 | ||||||||||||
Income taxes | 53 | – | – | 53 | ||||||||||||
Gain on loss of control of the subsidiary Acasti | (8,783 | ) | – | – | (8,783 | ) | ||||||||||
Other income – net gain on sale of assets | 147 | – | – | 147 | ||||||||||||
Non-IFRS operating loss1 | (1,273 | ) | (4,169 | ) | – | (5,442 | ) |
(i) | These R&D expenses of the Nutraceutical segment include $1,730 of costs associated to the cannabis business. |
______________________
1 The Adjusted EBITDA or Non-IFRS operating loss (Earnings Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements.
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MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
Three-month period ended November 30, 2016
Nutraceutical | Cardiovascular | Inter-segment eliminations | Total | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Total revenues | 12,252 | 1 | (112 | ) | 12,141 | |||||||||||
Gross margin | 3,450 | 1 | 1 | 3,452 | ||||||||||||
R&D expenses | (349 | ) | (1,708 | ) | 581 | (1,476 | ) | |||||||||
R&D tax credits and grants | 9 | 24 | – | 33 | ||||||||||||
SG&A | (4,511 | ) | (829 | ) | – | (5,340 | ) | |||||||||
Other income – royalty settlement | 13,117 | – | – | 13,117 | ||||||||||||
Income (loss) from operating activities | 11,716 | (2,512 | ) | 582 | 9,786 | |||||||||||
Net finance income (cost) | (697 | ) | 115 | – | (582 | ) | ||||||||||
Income taxes | 217 | – | – | 217 | ||||||||||||
Net income (loss) | 11,236 | (2,397 | ) | 582 | 9,421 | |||||||||||
Adjusted EBITDA (non-IFRS operating loss)1 calculation | ||||||||||||||||
Net income (loss) | 11,236 | (2,397 | ) | 582 | 9,421 | |||||||||||
Add (deduct): | ||||||||||||||||
Depreciation and amortization | 856 | 621 | (581 | ) | 896 | |||||||||||
Finance costs | 625 | 1 | (6 | ) | 620 | |||||||||||
Finance income | (126 | ) | (118 | ) | 6 | (238 | ) | |||||||||
Change in fair value of derivative assets and liabilities | 198 | 2 | – | 200 | ||||||||||||
Stock-based compensation | 315 | 155 | – | 470 | ||||||||||||
Income taxes | (217 | ) | – | – | (217 | ) | ||||||||||
Royalty settlement | (13,117 | ) | – | – | (13,117 | ) | ||||||||||
Legal fees related to royalty settlement | 1,501 | – | – | 1,501 | ||||||||||||
Adjusted EBITDA (non-IFRS operating loss)1 | 1,271 | (1,736 | ) | 1 | (464 | ) |
______________________
1 The Adjusted EBITDA or Non-IFRS operating loss (Earnings Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements.
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MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
Nine-month period ended December 31, 2017
Nutraceutical | Cardiovascular | Inter-segment eliminations | Total | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Total revenues | 20,640 | – | – | 20,640 | ||||||||||||
Gross margin | 4,866 | – | – | 4,866 | ||||||||||||
R&D expenses (i) | (2,572 | ) | (9,676 | ) | 1,742 | (10,506 | ) | |||||||||
R&D tax credits and grants | 62 | 84 | – | 146 | ||||||||||||
SG&A | (8,274 | ) | (2,761 | ) | – | (11,035 | ) | |||||||||
Other income – net gain on sale of assets | 23,724 | – | – | 23,724 | ||||||||||||
Income (loss) from operating activities | 17,806 | (12,353 | ) | 1,742 | 7,195 | |||||||||||
Gain on loss of control of the subsidiary Acasti | 8,783 | – | – | 8,783 | ||||||||||||
Net finance cost | (1,719 | ) | (121 | ) | (7 | ) | (1,847 | ) | ||||||||
Income taxes | (40 | ) | – | – | (40 | ) | ||||||||||
Net income (loss) | 24,830 | (12,474 | ) | 1,735 | 14,091 | |||||||||||
Total assets | 93,678 | 6,079 | – | 99,757 | ||||||||||||
Cash, cash equivalents and restricted short-term investments | 28,586 | – | – | 28,586 | ||||||||||||
Working capital2 | 29,945 | – | – | 29,945 | ||||||||||||
Non-IFRS operating loss1 calculation | ||||||||||||||||
Net income (loss) | 24,830 | (12,474 | ) | 1,735 | 14,091 | |||||||||||
Add (deduct): | ||||||||||||||||
Depreciation and amortization | 2,511 | 2,005 | (1,742 | ) | 2,774 | |||||||||||
Finance costs | 1,984 | 355 | – | 2,339 | ||||||||||||
Finance income | (108 | ) | (38 | ) | – | (146 | ) | |||||||||
Change in fair value of derivative assets and liabilities | (156 | ) | (196 | ) | 7 | (345 | ) | |||||||||
Stock-based compensation | 781 | 661 | – | 1,442 | ||||||||||||
Income taxes | 40 | – | – | 40 | ||||||||||||
Impairment loss on inventories | 1,719 | – | – | 1,719 | ||||||||||||
Gain on loss of control of the subsidiary Acasti | (8,783 | ) | – | – | (8,783 | ) | ||||||||||
Other income – net gain on sale of assets | (23,724 | ) | – | – | (23,724 | ) | ||||||||||
Legal fees related to royalty settlements | 90 | – | – | 90 | ||||||||||||
Non-IFRS operating loss1 | (816 | ) | (9,687 | ) | – | (10,503 | ) |
(i) | These R&D expenses of the Nutraceutical segment include $1,730 of costs associated to the cannabis business. |
______________________
1 The Adjusted EBITDA or Non-IFRS operating loss (Earnings Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements.
2 The working capital is presented for information purposes only and represents a measurement of the Corporation’s short-term financial health mostly used in financial circles. The working capital is calculated by subtracting current liabilities from current assets. Because there is no standard method endorsed by IFRS, the results may not be comparable to similar measurements presented by other public companies.
8 |
MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
Nine-month period ended November 30, 2016
Nutraceutical | Cardiovascular | Inter-segment eliminations | Total | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Total revenues | 35,093 | 8 | (112 | ) | 34,989 | |||||||||||
Gross margin | 9,554 | 8 | 1 | 9,563 | ||||||||||||
R&D expenses | (1,119 | ) | (5,747 | ) | 1,742 | (5,124 | ) | |||||||||
R&D tax credits and grants | 28 | 70 | – | 98 | ||||||||||||
SG&A | (10,197 | ) | (2,252 | ) | – | (12,449 | ) | |||||||||
Other income – royalty settlement | 13,117 | – | – | 13,117 | ||||||||||||
Income (loss) from operating activities | 11,383 | (7,921 | ) | 1,743 | 5,205 | |||||||||||
Net finance income (cost) | (1,982 | ) | 41 | (3 | ) | (1,944 | ) | |||||||||
Income taxes | (83 | ) | – | – | (83 | ) | ||||||||||
Net income (loss) | 9,318 | (7,880 | ) | 1,740 | 3,178 | |||||||||||
Total assets | 101,628 | 21,589 | (13,175 | ) | 110,042 | |||||||||||
Cash, cash equivalents and restricted short-term investments | 6,759 | 5,843 | – | 12,602 | ||||||||||||
Working capital2 | 15,628 | 4,421 | 1 | 20,050 | ||||||||||||
Adjusted EBITDA (non-IFRS operating loss)1 calculation | ||||||||||||||||
Net income (loss) | 9,318 | (7,880 | ) | 1,740 | 3,178 | |||||||||||
Add (deduct): | ||||||||||||||||
Depreciation and amortization | 2,388 | 1,843 | (1,742 | ) | 2,489 | |||||||||||
Finance costs | 1,976 | 15 | (89 | ) | 1,902 | |||||||||||
Finance income | (226 | ) | 40 | 89 | (97 | ) | ||||||||||
Change in fair value of derivative assets and liabilities | 233 | (96 | ) | 3 | 140 | |||||||||||
Stock-based compensation | 985 | 430 | – | 1,415 | ||||||||||||
Income taxes | 83 | – | – | 83 | ||||||||||||
Royalty settlement | (13,117 | ) | – | – | (13,117 | ) | ||||||||||
Legal fees related to royalty settlement | 1,501 | – | – | 1,501 | ||||||||||||
Acquisition costs | 38 | – | – | 38 | ||||||||||||
Adjusted EBITDA (non-IFRS operating loss)1 | 3,179 | (5,648 | ) | 1 | (2,468 | ) |
Differences between the sums of all segments and consolidated balances are explained primarily by the cardiovascular segment operating under license issued by the nutraceutical segment, the ultimate owner of the original intellectual property used in pharmaceutical applications. The intangible license asset of the cardiovascular segment and its amortization charge are eliminated upon consolidation. Intersegment balances payable or receivable explain further eliminations to reportable segment assets and liabilities.
______________________
1 The Adjusted EBITDA or Non-IFRS operating loss (Earnings Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements.
2 The working capital is presented for information purposes only and represents a measurement of the Corporation’s short-term financial health mostly used in financial circles. The working capital is calculated by subtracting current liabilities from current assets. Because there is no standard method endorsed by IFRS, the results may not be comparable to similar measurements presented by other public companies.
9 |
MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
Key ratios of the nutraceutical segment
Three-month period ended December 31, 2017 | Three-month period ended November 30, 2016 | Nine-month December 31, 2017 | Nine-month period ended November 30, 2016 | |||||||||||||
Key ratios (in % of total revenues): | ||||||||||||||||
Gross margin | 28 | % | 28 | % | 24 | % | 27 | % | ||||||||
Research and development expenses | 24 | % | 3 | % | 12 | % | 3 | % | ||||||||
Selling, general and administrative expenses | 34 | % | 37 | % | 40 | % | 29 | % | ||||||||
Adjusted EBITDA (non-IFRS operating loss)1 | (17 | %) | 10 | % | (4 | %) | 9 | % |
OPERATING RESULTS OF THE NUTRACEUTICAL SEGMENT
Revenues
Total revenues for the three-month period ended December 31, 2017 amounted to $7,315, representing a decrease of $4,937 or 40% compared to $12,252 for the three-month period ended November 30, 2016. Total revenues for the nine-month period ended December 31, 2017 amounted to $20,640, representing a decrease of $14,453 or 41% compared to $35,093 for the nine-month period ended November 30, 2016. This decrease for the three-month and nine-month periods ended December 31, 2017 was directly related to the sale of the krill oil manufacturing and distribution activities to Aker BioMarine (refer to “Transaction concluded with Aker BioMarine”). For the three-month and nine-month periods ended December 31, 2017, the krill business decreased by approximately 86% and 82% respectively in comparison with the three-month and nine-month periods ended November 30, 2016 partially offset by royalty revenues increase as described below. The decrease for the three-month period ended December 31, 2017 is also partially offset by a 7.5% increase in the solutions business. The decrease for the nine-month period ended December 31, 2017 is also attributable to a decrease in the solutions business mainly related to timing of orders from some customers. The krill oil manufacturing and distribution sales were $922 and $3,017 respectively during the three-month and nine-month periods ended December 31, 2017 ($6,403 and $16,563 for the three-month and nine-month periods ended November 30, 2016).
Total revenues for the three-month period ended December 31, 2017 include $504 of royalty revenues compared to $368 for the three-month period ended November 30, 2016. Total revenues for the nine-month period ended December 31, 2017 include $984 of royalty revenues compared to $769 for the nine-month period ended November 30, 2016. The increase for the three-month and nine-month periods ended December 31, 2017 is related to recognition of the remaining deferred royalty revenues from BlueOcean.
Gross Margin
Gross margin is calculated by deducting the cost of sales from total revenues. Cost of sales consists primarily of costs incurred to manufacture products. It also includes related overheads, such as depreciation of property, plant and equipment, certain costs related to quality control and quality assurance, inventory management, sub-contractors, costs for servicing and commissioning and storage costs.
Gross margin for the three-month period ended December 31, 2017 amounted to $2,015 compared to $3,450 for the three-month period ended November 30, 2016. Gross margin for the nine-month period ended December 31, 2017 amounted to $4,866 compared to $9,554 for the nine-month period ended November 30, 2016. The decrease in gross margin for the three-month and nine-month periods ended December 31, 2017 compared to the three-month and nine-month periods ended November 30, 2016 was directly related to the decrease in sales revenues as explained above and to an impairment loss on inventories of $1,719 recorded in the nine-month period ended December 31, 2017, after the transaction concluded with Aker BioMarine. The krill oil manufacturing and distribution gross margin, excluding the impairment loss on inventories of $1,719, was ($15) and $1,183 respectively during the three-month and nine-month periods ended December 31, 2017 ($2,405 and $4,823 for the three-month and nine-month periods ended November 30, 2016).
______________________
1 The Adjusted EBITDA or Non-IFRS operating loss (Earnings Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements.
10 |
MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
Gross margin in % of total revenues is stable at 28% for the three-month periods ended December 31, 2017 and November 30, 2016. Gross margin in % of total revenues decreased from 27% for the nine-month period ended November 30, 2016 to 24% for the nine-month period ended December 31, 2017. The decrease in the gross margin in % is mainly related to the impairment loss on inventories, partially offset by sales of high margin products in the solutions business.
Research and Development (R&D) Expenses
R&D expenses amounted to $1,785 in the three-month period ended December 31, 2017 compared to $349 in the three-month period ended November 30, 2016, an increase of $1,436. R&D expenses amounted to $2,572 in the nine-month period ended December 31, 2017 compared to $1,119 in the nine-month period ended November 30, 2016, an increase of $1,453. The increase for the three-month and nine-month periods ended December 31, 2017 is attributable to the medical and wellness cannabinoid-based products activities for which expenses were $1,730 during the three-month and nine-month periods ended December 31, 2017.
Selling, General and Administrative (SG&A) Expenses
SG&A expenses amounted to $2,477 in the three-month period ended December 31, 2017 compared to $4,511 for the three-month period ended November 30, 2016, a decrease of $2,034. SG&A expenses amounted to $8,274 in the nine-month period ended December 31, 2017 compared to $10,197 for the nine-month period ended November 30, 2016, a decrease of $1,923. The decrease in the three-month period ended December 31, 2017 is mainly attributable to a decrease in legal fees related to royalty settlement of $1,501, salaries and benefits, stock-based compensation, partially offset by an increase in royalties and commissions expenses. The decrease in the nine-month period ended December 31, 2017 is mainly attributable to a decrease in legal fees related to royalty settlement of $1,501, salaries and benefits, stock-based compensation, partially offset by an increase in royalties and commissions, bad debt expense and a property tax credit recorded last year.
Adjusted EBITDA (Non-IFRS operating loss)1
Adjusted EBITDA decreased by $2,544 for the three-month period ended December 31, 2017 to a non-IFRS operating loss of $1,273 compared to an Adjusted EBITDA of $1,271 for the three-month period ended November 30, 2016. Adjusted EBITDA decreased by $3,995 for the nine-month period ended December 31, 2017 to a non-IFRS operating loss of $816 compared to an Adjusted EBITDA of $3,179 for the nine-month period ended November 30, 2016.
The decrease of the Adjusted EBITDA for the three-month and nine-month periods ended December 31, 2017 is mainly attributable to the gross margin decrease and an increase in R&D expenses as described above. The decrease for the three-month and nine-month periods ended December 31, 2017 is partially offset by a reduction of SG&A expenses before stock-based compensation, depreciation and amortization and legal fees related to the royalty settlement as described above.
Net finance costs
Finance income amounted to $91 in the three-month period ended December 31, 2017 compared to $126 for the three-month period ended November 30, 2016, a decrease of $35. Finance income amounted to $108 in the nine-month period ended December 31, 2017 compared to $226 for the nine-month period ended November 30, 2016, a decrease of $118. The decrease for the three-month and nine-month periods ended December 31, 2017 is attributable to a foreign exchange gain recorded last year compared to a foreign exchange loss recorded for the current year.
Finance costs amounted to $487 in the three-month period ended December 31, 2017 compared to $625 for the three-month period ended November 30, 2016, a decrease of $138. The decrease for the three-month period ended December 31, 2017 is attributable to the decrease in finance costs following the reduction of debt, partially offset by a foreign exchange gain for the three-month period ended November 30, 2016. Finance costs amounted to $1,984 in the nine-month period ended December 31, 2017 compared to $1,976 for the nine-month period ended November 30, 2016, an increase of $8. The increase for the nine-month period ended December 31, 2017 is attributable to penalty on reimbursement, loss on financing and discounting fees on debt reimbursed of $921 resulting from the transaction with Aker BioMarine and subsequent debt reimbursements, partially offset by the decrease of the finance costs following the reduction of the debt, and also to the variation of the foreign exchange gain for the nine-month period ended November 30, 2016.
______________________
1 The Adjusted EBITDA or Non-IFRS operating loss (Earnings Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements.
11 |
MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
Change in fair value of derivative assets and liabilities amounted to nil in the three-month period ended December 31, 2017 compared to a loss of $198 for the three-month period ended November 30, 2016. Change in fair value of derivative assets and liabilities amounted to a gain of $156 in the nine-month period ended December 31, 2017 compared to a loss of $233 for the nine-month period ended November 30, 2016. Variations are caused by the reevaluation of the fair value of financial instruments. Some derivative assets and liabilities were cancelled or are no longer treated as derivative liabilities following debt reimbursement after the transaction with Aker BioMarine and the loss of control of the subsidiary Acasti.
Income taxes
The net income of the three-month period ended December 31, 2017 includes deferred tax expense of $53. The net income of the three-month period ended November 30, 2016 includes deferred tax recovery of $217. The net income of the nine-month period ended December 31, 2017 includes deferred tax expense of $40. The net income of the nine-month period ended November 30, 2016 includes deferred tax expense of $83. The deferred tax expense or recovery results from the utilization of deferred tax assets recognized following the acquisition of Biodroga on January 7, 2016. No tax expense was recognized on the net gain on sale of assets described above or on the taxable temporary difference on the investment in Acasti on change of control, as the determined tax impacts will be completely offset by previously unrecognized deferred tax assets.
Net income
The nutraceutical segment realized a net income for the three-month period ended December 31, 2017 of $5,952 compared to a net income of $11,236 for the three-month period ended November 30, 2016, a decrease of $5,284. The nutraceutical segment realized a net income for the nine-month period ended December 31, 2017 of $24,830 compared to a net income of $9,318 for the nine-month period ended November 30, 2016, an increase of $15,512.
The decrease in the net income for the three-month ended December 31, 2017 is mainly attributable to royalty settlement recorded in the comparative period, partially offset by the gain on loss of control of the subsidiary Acasti recorded in the current quarter. The increase in the net income for the nine-month period ended December 31, 2017 is mainly attributable to the gain on loss of control of the subsidiary Acasti of $8,783 and the net gain on sale of assets of $23,724 (refer to “Transaction concluded with Aker BioMarine”). This increase for the nine-month period ended December 31, 2017 is partially offset by the impairment loss on inventories of $1,719 and the royalty settlement recorded in the comparative period. The same reasons stated above for the decrease of the Adjusted EBITDA and the variation on net finance costs, stock-based compensation, depreciation and amortization and deferred income tax recovery explain the remainder of the variation.
OPERATING RESULTS OF THE CARDIOVASCULAR SEGMENT (Acasti)
Non-IFRS operating loss1
The Non-IFRS operating loss increased by $2,433 for the three-month period ended December 31, 2017 to $4,169 compared to $1,736 for the three-month period ended November 30, 2016. This Non-IFRS operating loss increase was primarily due to an increase in R&D expenses net of tax credits and grants of $2,454 and an increase in G&A expenses of $34, before consideration of stock-based compensation, amortization and depreciation and administrative fees. The Non-IFRS operating loss increased by $4,039 for the nine-month period ended December 31, 2017 to $9,687 compared to $5,648 for the nine-month period ended November 30, 2016. This Non-IFRS operating loss increase was primarily due to an increase in R&D expenses net of tax credits and grants of $3,598 and an increase in G&A expenses of $551, before consideration of stock-based compensation, amortization and depreciation and administrative fees.
During the three-month period ended December 31, 2017, Acasti, as planned, further advanced its R&D program and its clinical development of Capre with its Phase 3 program and site activation initiation in partnership with one of the world’s largest providers of biopharmaceutical development and commercial outsourcing services (“CRO”). The $4,261 in total R&D expenses net of tax credits and grants for the three-month period ended December 31, 2017 totaled $3,497 before depreciation, amortization and stock-based compensation, compared to $1,684 in total R&D expenses net of tax credits and grants for the three-month period ended November 30, 2016 or $1,043 before depreciation, amortization and stock-based compensation. This $2,454 increase in R&D expenses before depreciation, amortization and stock-based compensation was mainly attributable to the $2,000 increase in research contracts as well as an increase of $309 in professional fees. The increased research contract expense resulted primarily from a $1,400 increase in contracts associated with its clinical trial program as $1,630 was incurred primarily with Acasti’s CRO during the three-month period ended December 31, 2017 in preparation for Acasti’s Phase 3 clinical study program site activation initiation by the end of 2017. This compares to about $230 incurred during the prior comparative period in connection with the completion of contracts under Acasti’s successful Phase 1 bioavailabiity bridging clinical study. The remaining $600 in increased research contracts resulted from expanded scaled-up production activities related to CaPre during the three-month period ended December 31, 2017. The increased professional fees resulted primarily from completing due diligence and preliminary discussions for strategic research and development partnership and licensing arrangements. An increase of $118 in incremental salaries and benefits primarily related to full-time compared to half-time direct leadership and management of CMC regulatory affairs in R&D combined with the prior quarter addition of several technicians to production and quality control during the three-month period ended December 31, 2017 compared to the three-month period ended November 30, 2016.
______________________
1 The Non-IFRS operating loss (Earnings Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements.
12 |
MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
The $9,592 in total R&D expenses net of tax credits and grants for the nine-month period ended December 31, 2017 totaled $7,370 before depreciation, amortization and stock-based compensation, compared to $5,671 in total R&D expenses net of tax credits and grants for the nine-month period ended November 30, 2016 or $3,772 before depreciation, amortization and stock-based compensation. This $3,598 increase in R&D expenses before depreciation, amortization and stock-based compensation was mainly attributable to the $2,012 increase in contracts with the $1,116 increased contract manufacturing (“CMO”) production expenses and the $945 increased CRO expenses associated with Acasti’s clinical trial program based on $2,676 incurred with the CRO during the nine-month period ended December 31, 2017. There was also a $1,202 increase in professional fees primarily incurred in completing due diligence and preliminary discussions for strategic R&D partnership and licensing arrangements. This is compared to $1,534 of expenses for PK Bridging and other clinical study programs and $846 in CMO production expenses for the nine-month period ended November 30, 2016. Salary and benefits also contributed to the overall increase by $276 related to R&D management combined with additional headcount for production and quality control in November 30, 2016, as Acasti is advancing its Phase 3 clinical study program. Of the increase of $108 in other expenses, $74 related to increased travel expenses for the strategic development due diligence activities.
The $908 in total G&A expenses for the three-month period ended December 31, 2017 totaled $653 before administrative fees and stock-based compensation, compared to $829 in total G&A expenses for the three-month period ended November 30, 2016 or $619 before administrative fees and stock-based compensation. The increase was mainly attributable to a $160 increase in salaries and benefits associated with adding full-time executive and managerial headcount to support Acasti’s strategy and financing while becoming more independent from Neptune. The increase is partially offset by a reduction in professional fees of $154 due primarily to reduced marketing research expenses and normalization or reduction of Acasti’s public and investor relations program expenses after the prior year’s reactivation. The decreased professional fees also partially resulted from Acasti transitioning its finance consultant for the prior year to Acasti’s current CFO.
The $2,761 in total G&A expenses for the nine-month period ended December 31, 2017 totaled $2,210 before administrative fees and stock-based compensation, compared to $2,252 in total G&A expenses for the nine-month period ended November 30, 2016 or $1,659 before administrative fees and stock-based compensation. The increase was mainly attributable to a $398 increase in salaries and benefits associated with adding full-time executive and managerial headcount to support Acasti’s strategy and financing while becoming more independent from Neptune. This increase also resulted from increased professional fees of $94 due primarily to expenses relating to reactivating Acasti’s public and investor relations programs and additional legal fees due to increased independence from Neptune.
Net Loss
Acasti realized a net loss for the three-month period ended December 31, 2017 of $5,190 an increase of $2,793 compared to a net loss of $2,397 for the three-month period ended November 30, 2016. These results are mainly attributable to the factors described above in the Non-IFRS operating loss section, in addition to variations caused by finance costs and change in fair value described below and by the increase of stock-based compensation expenses, depreciation and amortization.
Acasti realized a net loss for the nine-month period ended December 31, 2017 of $12,474 an increase of $4,594 compared to a net loss of $7,880 for the nine-month period ended November 30, 2016. These results are mainly attributable to the factors described above in the Non-IFRS operating loss section, in addition to variations caused by finance costs and change in fair value described below and by the increase of stock-based compensation expenses, depreciation and amortization.
Finance costs amounted to $67 for the three-month period ended December 31, 2017, an increase of $66 compared to $1 for the three-month period ended November 30, 2016. The increase was primarily due to an increase in interest on convertible debentures of $92 for the three-month period ended December 31, 2017, combined with the variation of the foreign exchange loss. Finance costs amounted to $355 for the nine-month period ended December 31, 2017, an increase of $340 compared to $15 for the nine-month period ended November 30, 2016. The increase was primarily due to an increase in interest on convertible debentures of $275 for the nine-month period ended December 31, 2017, combined with the variation of the foreign exchange loss.
13 |
MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
Change in fair value of derivative assets and liabilities amounted to a gain of $37 for the three-month period ended December 31, 2017 compared to a loss of $2 for the three-month period ended November 30, 2016. Change in fair value of derivative assets and liabilities amounted to a gain of $196 for the nine-month period ended December 31, 2017 compared to a gain of $96 for the nine-month period ended November 30, 2016. Variations for the three-month and nine-month periods are caused by the reevaluation of the fair value of financial instruments.
CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES
Our operations, R&D program, capital expenditures and acquisitions are mainly financed through the cash coming from the agreement concluded with Aker BioMarine, cash flows from operating activities and our liquidities, as well as the issuance of debt and common shares.
The Corporation entered into an interest rate swap to manage interest rate fluctuations. The fair value of this swap is presented under other assets caption in the statement of financial position. Under this decreasing swap with an original nominal value of $5,625 (value of $4,085 as at December 31, 2017), maturing December 27, 2018, the Corporation pays a fixed interest rate of 2.94% plus an applicable margin and receives a variable rate based on prime rate. This interest rate swap has been designated as a cash flow hedge of the variable interest payment on the loan amounting to $4,155 as of December 31, 2017.
The Corporation also entered into a cross currency swaps to manage foreign currency risk. These swaps were cancelled and settled for $59 following the reimbursement of the loan in GBP following the transaction with Aker BioMarine (refer to “Transaction concluded with Aker BioMarine”). Fair values of these swaps were presented under other financial assets and other financial liabilities caption in the statement of financial position prior to settlement. The Corporation did not apply hedge accounting to foreign currency differences arising from these previous agreements.
Operating Activities
During the three-month period ended December 31, 2017, the cash used in operating activities amounted to $5,670. The cash flows used by operations before the change in operating assets and liabilities amounted to $6,163. The changes in operating assets and liabilities amounting to $492, mainly resulting from variations in trade and other receivables, inventories, prepaid expenses and trade and other payables, decreased the cash flows used by operations to the negative said amount of $5,670.
During the three-month period ended November 30, 2016, the cash used in operating activities amounted to $250. The cash flows generated from operations before the change in operating assets and liabilities amounted to $11,250, including amounts of other income royalty settlement of $13,117 less related costs of $1,501. The changes in operating assets and liabilities amounting to $11,526, mainly resulting from trade and other receivables (including long-term receivable) related to the royalty settlement and trade and other payables (including long-term payables) related to fees for such settlement, reduced the cash flows used by operations to the negative said amount of $250.
During the nine-month period ended December 31, 2017, the cash used in operating activities amounted to $6,049. The cash flows used by operations before the change in operating assets and liabilities amounted to $13,281. The changes in operating assets and liabilities amounting to $7,231, mainly resulting from trade and other receivables including amounts received from the royalty settlement in fiscal 2017, inventories, prepaid expenses and trade and other payables, decreased the cash flows used by operations to the negative said amount of $6,049.
During the nine-month period ended November 30, 2016, the cash from operating activities amounted to $1,949, after consideration of taxes paid of $319. The cash flows generated from operations before the change in operating assets and liabilities amounted to $8,861, including the royalty settlement. The changes in operating assets and liabilities amounting to $6,593, mainly coming from trade and other receivables (including long-term receivable) related to the royalty settlement, inventories and trade and other payables (including long-term payables) related to fees for such settlement, reduced the cash flows from operations to the positive said amount of $1,949.
14 |
MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
Investing Activities
During the three-month period ended December 31, 2017, the cash flows used for investing activities were mainly for acquisition of property, plant and equipment (PPE) ($366) and acquisition of intellectual property ($112) which was payable as at March 31, 2017. In addition, the cash flow was reduced by the cash related to the loss of control and deconsolidation of Acasti ($2,666). Investing activities also include interest received of $100.
During the three-month period ended November 30, 2016, except for the variation in the short-term investments generating $61 of cash, the cash flows used for investing activities were $892 for acquisition of PPE related to R&D equipment for Acasti.
The investing activities for the nine-month period ended December 31, 2017 include proceeds of $43,076 resulting of the sale of assets to Aker BioMarine (refer to “Transaction concluded with Aker BioMarine”). During the nine-month period ended December 31, 2017, except for the variation in the short-term investments generating $335 of cash, the cash flows used for investing activities were for acquisition of PPE ($668) and for acquisition of intellectual property ($3,702) which was payable as at March 31, 2017. In addition, the cash flow was reduced by the cash related to the loss of control of Acasti ($2,666). Investing activities also include interest received of $147.
During the nine-month period ended November 30, 2016, except for the variation in the short-term investments generating $2,883 of cash, the cash flows used for investing activities were $2,043 mainly for acquisition of property, plant and equipment related to R&D equipment for Acasti.
Financing Activities
During the three-month period ended December 31, 2017, the financing activities used $2,446 of cash mainly for the repayment of loans and borrowings of $2,818 and for interest paid of $124, partially offset by proceeds from the exercise of options of the Corporation for $112 and from the exercise of Acasti’s warrants of $384.
During the three-month period ended November 30, 2016, the financing activities used $1,675 of cash mainly for the repayment of loans and borrowings of $1,164, net of increase of line of credit, and for the interest paid of $502.
During the nine-month period ended December 31, 2017, the financing activities used $20,073 of cash mainly for the repayment of loans and borrowings of $19,021, interest paid of $795, penalty on debt reimbursement of $263 and for the payment of Acasti public offering and debt issuance transaction costs of $421 which were payable at March 31, 2017, partially offset by proceeds from the exercise of options of the Corporation for $112 and from the exercise of Acasti’s warrants of $384.
During the nine-month period ended November 30, 2016, financing activities used $3,123 of cash mainly from repayment of loans and borrowings of $5,257, net of increase of line of credit, and interest paid of $1,562, partially offset by an increase in loans and borrowing of $3,666 related to loan from Bank and Clients.
At December 31, 2017, the Corporation’s liquidity position, consisting of cash and cash equivalents, was $26,176. The Corporation has also restricted short-term investments of $2,410 that are mostly pledged for the loan incurred in the acquisition of Biodroga.
The Corporation has an authorized bank line of credit of $1,800 (expiring on August 31, 2018), of which $1,800 was available as at December 31, 2017.
15 |
MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table sets out selected consolidated financial information for the three-month and nine-month periods ended December 31, 2017 and November 30, 2016. Variations in these amounts have been explained in the segment disclosures section above.
Three-month period ended December 31, 2017 | Three-month period ended November 30, 2016 | Nine-month period ended December 31, 2017 | Nine-month period ended November 30, 2016 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Total revenues | 7,315 | 12,141 | 20,640 | 34,989 | ||||||||||||
Non-IFRS operating loss1 | (5,442 | ) | (464 | ) | (10,503 | ) | (2,468 | ) | ||||||||
Net income | 1,341 | 9,421 | 14,091 | 3,178 | ||||||||||||
Net income attributable to equity holders of the Corporation | 4,755 | 10,685 | 22,283 | 7,337 | ||||||||||||
Basic and diluted income per share | 0.06 | 0.14 | 0.28 | 0.09 | ||||||||||||
Total assets | 99,757 | 110,042 | ||||||||||||||
Working capital2 | 29,945 | 20,050 | ||||||||||||||
Non-current financial liabilities | 518 | 19,440 | ||||||||||||||
Equity attributable to equity holders of the Corporation | 89,479 | 64,396 |
SELECTED CONSOLIDATED QUARTERLY FINANCIAL DATA
As explained in other sections, the Corporation revenues are almost entirely generated by the nutraceutical segment. The cardiovascular segment conducts research activities and has incurred losses since inception. Quarterly data is presented below.
December 31, |
September 30, |
June 30, | March 31, 2017 | |||||||||||||
2017 | 2017 | 2017 | (4 months) | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Total revenues | 7,315 | 6,795 | 6,531 | 11,829 | ||||||||||||
Non-IFRS operating loss1 | (5,442 | ) | (3,588 | ) | (1,473 | ) | (1,227 | ) | ||||||||
Net income (loss) | 1,341 | 16,117 | (3,367 | ) | (2,298 | ) | ||||||||||
Net income (loss) attributable to equity holders of the Corporation | 4,755 | 19,074 | (1,546 | ) | (424 | ) | ||||||||||
Basic and diluted income (loss) per share | 0.06 | 0.24 | (0.02 | ) | (0.01 | ) |
______________________
1 The Non-IFRS operating loss (Operating loss Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements. A reconciliation to the Corporation’s net loss is presented above.
2 The working capital is presented for information purposes only and represents a measurement of the Corporation’s short-term financial health mostly used in financial circles. The working capital is calculated by subtracting current liabilities from current assets. Because there is no standard method endorsed by IFRS, the results may not be comparable to similar measurements presented by other public companies.
16 |
MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
November 30, | August 31, | May 31, | February 29, | |||||||||||||
2016 | 2016 | 2016 | 2016 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Total revenues | 12,141 | 11,591 | 11,257 | 10,030 | ||||||||||||
Non-IFRS operating loss1 | (464 | ) | (857 | ) | (1,147 | ) | (493 | ) | ||||||||
Net income (loss) | 9,421 | (2,419 | ) | (3,824 | ) | (379 | ) | |||||||||
Net income (loss) attributable to equity holders of the Corporation | 10,685 | (1,191 | ) | (2,157 | ) | 615 | ||||||||||
Basic and diluted income (loss) per share | 0.14 | (0.02 | ) | (0.03 | ) | 0.01 |
The net income for the quarter ended December 31, 2017 includes a gain on loss of control of the subsidiary Acasti of $8,783. The net income for the quarter ended September 30, 2017 includes other income related to sale of assets of $23,871 and impairment loss on inventories of $1,719. The net income for the quarter ended November 30, 2016 includes other income related to royalty settlement of $13,117. The net loss of the quarter ended February 29, 2016 includes a recovery of income taxes of $2,046 related to recognition of previously unrecognized deferred tax assets of the Corporation as a result of future profitability expected from the acquired business of Biodroga and deferred tax on the net results of Biodroga since the acquisition date. Starting in the quarter ended February 29, 2016, revenues increased because Biodroga’s revenues are then consolidated.
CONSOLIDATED FINANCIAL POSITION
The following table details the significant changes to the statement of financial position (other than equity) at December 31, 2017 compared to March 31, 2017:
Increase | ||||
Accounts | (Reduction) | Comments | ||
Cash and cash equivalents | 10,374 | Refer to ‟ Consolidated liquidity and capital resources’’ | ||
Trade and other receivables | (8,767) | Receipt of accounts receivables and royalty settlement | ||
Prepaid expenses | (371) | Recognition of prepaid expenses | ||
Inventories | (7,489) | Sales of inventories to Aker BioMarine and impairment loss on inventories of $1,719. Refer to “Transaction concluded with Aker BioMarine” | ||
Restricted short-term investments | (335) | Release of restricted short-term investments | ||
Property, plant and equipment | (4,406) | Costs related to equipment net of depreciation and loss of control of the subsidiary Acasti | ||
Intangible assets | (6,530) | Amortization of intangible assets and sale of IP. Refer to “Transaction concluded with Aker BioMarine” | ||
Other assets | 6,204 | Investment in Acasti at fair value. Refer to “Loss of control of the subsidiary Acasti” | ||
Trade and other payables | (5,141) | Payment of trade and other payables and loss of control of the subsidiary Acasti | ||
Loans and borrowings | (18,396) | Repayments of loans and borrowings. Refer to “Transaction concluded with Aker BioMarine” | ||
Deferred revenues | (458) | Recognition of deferred revenues | ||
Long-term payable | (278) | Payment of long-term payable | ||
Unsecured convertible debentures | (1,406) | Refer to “Loss of control of the subsidiary Acasti” | ||
Other financial liabilities | (418) | Decrease in the fair value of the derivative warrant liabilities, cancellation of the cross currency swap contracts and loss of control of the subsidiary Acasti | ||
See the statement of changes in equity in the consolidated financial statements for details of changes to the equity accounts from March 31, 2017.
______________________
1 The Non-IFRS operating loss (Operating loss Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements. A reconciliation to the Corporation’s net loss is presented above.
17 |
MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
CONSOLIDATED CONTRACTUAL OBLIGATIONS
The following are the contractual maturities of financial liabilities and other contracts as at December 31, 2017:
December 31, 2017 | ||||||||||||||||||||||||
Required payments per year | Carrying amount | Contractual Cash flows | Less than 1 year | 1 to 3 years | 4 to 5 years | More than 5 years | ||||||||||||||||||
Trade and other payables and long-term payable | $ | 5,369 | $ | 5,369 | $ | 4,852 | $ | 517 | $ | – | $ | – | ||||||||||||
Loans and borrowings* | 4,535 | 4,893 | 4,892 | 1 | – | – | ||||||||||||||||||
Research and development contracts | – | 50 | 50 | – | – | – | ||||||||||||||||||
PPE purchase obligation | – | 2,392 | 2,392 | – | – | – | ||||||||||||||||||
Operating leases | – | 1,852 | 531 | 738 | 583 | – | ||||||||||||||||||
Other agreements | – | 42 | 42 | – | – | – | ||||||||||||||||||
$ | 9,904 | $ | 14,598 | $ | 12,759 | $ | 1,256 | $ | 583 | $ | – |
*Includes interest payments to be made at the contractual rate.
Under the terms of its financing agreements, the Corporation is required to meet certain financial covenants. As of December 31, 2017, Neptune was compliant with all of its borrowing covenant requirements.
CHANGE IN ACCOUNTING POLICIES AND FUTURE ACCOUNTING CHANGES
The accounting policies and basis of measurement applied in the consolidated interim financial statements for the three-month and nine-month periods ended December 31, 2017 and November 30, 2016 are the same as those applied by the Corporation in its consolidated financial statements for the thirteen-month period ended March 31, 2017, except as disclosed below.
The following is an amendment to standards applied by the Corporation in the preparation of its consolidated interim financial statements:
IAS 7 – Statement of Cash Flows
A number of new standards, interpretations and amendments to existing standards were issued by the International Accounting Standards Board (‟IASB”) or the IFRS Interpretations Committee (‟IFRIC”) that are mandatory but not yet effective for the three-month and nine-month periods ended December 31, 2017 and have not been applied in preparing the consolidated interim financial statements. The following standards have been issued by the IASB with effective dates in the future that have been determined by management to impact the consolidated financial statements:
IFRS 9 – Financial Instruments
IFRS 15 – Revenue from Contracts with Customers
IFRS 16 – Leases
Amendments to IFRS 2 – Classification and Measurement of Share-Based Payment Transactions
IFRIC 23 – Uncertainty over Income Tax Treatments
Further information on these modifications can be found in Note 3 of the December 31, 2017 consolidated interim financial statements.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR)
In compliance with the Canadian Securities Administrators’ National Instrument 52-109, the Corporation has filed certificates signed by Mr. Jim Hamilton, in his capacity as Chief Executive Officer (‟CEO”) and Mr. Mario Paradis, in his capacity as Chief Financial Officer (‟CFO”) that, among other things, report on the design of disclosure controls and procedures and the design of internal controls over financial reporting.
There have been no changes in the Corporation’s ICFR during the three-month period ended December 31, 2017 that have materially affected, or are reasonably likely materially affecting its ICFR.
18 |
MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
RISKS AND UNCERTAINTIES
The Corporation is subject to many risks, including those outlined in the Corporation’s “Risks and Uncertainties” section of its 2017 annual MD&A filed with Canadian securities regulatory authorities on June 7, 2017. Due to the Corporation’s pursuit of new growth opportunities, such as its medical and wellness cannabis production and research project at the Sherbrooke facility described in the “Business Overview” section of this MD&A, the Corporation is also exposed to the additional industry-specific risks described below.
License Approval Process
The Corporation is applying for a licence with Health Canada to produce cannabis oil under the Access to Cannabis for Medical Purposes Regulations (ACMPR). In April 2017, the Corporation submitted a written application to Health Canada to become a Licensed Producer of medical Cannabis, which at this time has been confirmed by the agency as being at the Review and Security Clearance stage (stage 2 of 6). The Corporation is reliant upon obtaining the license from Health Canada in order to pursue its cannabis-related activities. There is no guarantee that the Corporation’s medical marijuana licence application will be approved by Health Canada, or that any prospective projects in the industry will be successfully completed. Additionally, there is no guarantee that, should the Corporation be approved for the license with Health Canada, such license will be renewed or extended in the future under the same or similar terms. Any change to the Corporation’s cannabis-related license could significantly impact the Corporation, as described below.
Furthermore, as a condition for obtaining the licence, Health Canada requires multiple steps to be taken, including the addition of physical barriers, visual monitoring, recording devices, intrusion detection, as well as other important controls around access to the Corporation’s existing Sherbrooke facility. The Sherbrooke facility will need to be reviewed to the satisfaction of Health Canada before a license can be granted to the Corporation, after Neptune has taken all steps imposed by Health Canada in preparation for such review.
Time and Cost
The amount of time required to obtain a licence is dependent upon Health Canada’s timeline for reviewing licence applications. Furthermore, the amount of time the Corporation may need to resolve any comments received from Health Canada during the application process will not be known until such comments are received. As a result, the Corporation is currently at too early a stage in the licensing process to provide any estimate of the amount of time required in order to obtain a licence.
However, the Corporation has assembled a $5,000 budget for the payment of specific equipment and building improvements required for its current extraction facility, which could meet the above-noted licensing requirements of Health Canada. The budgeted cost of the facility will be re-assessed once Health Canada has approved the plans for the facility. Until the Corporation’s facility is adapted to meet the requirements of the ACMPR and available for inspection by Health Canada, and until the Corporation is in receipt of the licence from Health Canada, the Corporation cannot engage in any cannabis production-related activities. There is no assurance that the Corporation will successfully develop its cannabis business in a profitable manner, or at all.
Competition
The Corporation plans to compete in a growing industry with an increasing number of participants subject to rapid changes and developments. The Corporation will face the challenge of competing with companies of varying sizes and at varying stages of licensing and levels of development of related products in the cannabis industry.
Regulations, Laws and Guidelines
The Corporation’s cannabis-related activities are subject to regulations, laws and guidelines from a variety of governmental authorities regarding the production, distribution and business involvement in cannabis-related activities that are also subject to change due to the aforementioned rapidly evolving industry. These include, but are not limited to, rules regarding the transport, storage, manufacture and disposal of cannabis-related products. Moreover, the Corporation is subject to environmental, health, safety, privacy, and many other similar laws and regulations. Such regulations, laws and guidelines are subject to change and development, and any delay or change in such rules could significantly impact the Corporation’s business. Furthermore, any failure to comply with such rules could significantly impact the Corporation’s business, including the potential obligation to pay fines and penalties, loss of profits, unfavourable publicity and damage to the Corporation’s reputation, among other negative impacts.
19 |
MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS |
Personnel
The Corporation has appointed Mr. Michel Timperio as President, Ms. Melody Harwood as Head of Scientific & Regulatory Affairs and Mr. Eric Krudener as Director of Product and Brand Development of its cannabis business. The Corporation is reliant upon the contributions to be made by these appointed individuals, as well as other members of its management team dedicating significant efforts to the development of cannabis-related activities, in order to face the challenges, risks and uncertainties imposed by the cannabis industry.
Corporate position on conducting business in international jurisdictions where cannabis is federally illegal
Neptune remains committed to only conduct business, related to manufacturing cannabis oil products, in jurisdictions where it is federally legal to do so. The Company will not conduct business, related to manufacturing cannabis related products, in jurisdictions, such as the United States, in which cannabis is federally-illegal. Neptune believes that conducting activities which are federally illegal, or investing in companies which do, puts the company at risk of prosecution, puts at risk its ability to operate freely, and potentially could jeopardize its listing on major exchanges now and in the future, limiting access to capital from reputable US-based funds.
Additional Information
Updated and additional Corporation information is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.
As at February 14, 2018, the total number of common shares issued and outstanding is 78,804,212 and the Corporation’s common shares were being traded on the TSX and on NASDAQ Capital Market under the symbol ‟NEPT”. There are also 750,000 warrants, 10,416,545 options and 570,752 deferred share units outstanding. Each warrant, option and deferred share unit is exercisable into one common share to be issued from treasury of the Corporation.
20 |
Exhibit 99.2
Consolidated Interim Financial Statements of
(Unaudited)
neptune technologies & Bioressources inc.
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
neptune technologies & bioressources inc.
Consolidated Interim Financial Statements
(Unaudited) |
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
Financial Statements | |
Consolidated Interim Statements of Financial Position | 1 |
Consolidated Interim Statements of Earnings and Comprehensive Income | 2 |
Consolidated Interim Statements of Changes in Equity | 3 |
Consolidated Interim Statements of Cash Flows | 5 |
Notes to Consolidated Interim Financial Statements | 6 |
Notice:
These interim financial statements have not been reviewed by the Corporation’s auditors.
neptune technologies & bioressources inc.
Consolidated Interim Statements of Financial Position
(Unaudited)
As at December 31, 2017 and March 31, 2017
December 31, | March 31, | |||||||
2017 | 2017 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 26,175,895 | $ | 15,802,363 | ||||
Restricted short-term investment (note 8) | 2,350,000 | – | ||||||
Trade and other receivables | 4,792,477 | 13,559,469 | ||||||
Tax credits receivable | 37,198 | 139,932 | ||||||
Prepaid expenses | 313,568 | 684,261 | ||||||
Inventories (notes 4 and 5) | 5,753,959 | 13,242,735 | ||||||
39,423,097 | 43,428,760 | |||||||
Restricted short-term investment (note 8) | 60,000 | 2,745,000 | ||||||
Property, plant and equipment (note 6) | 41,458,208 | 45,864,367 | ||||||
Intangible assets (notes 4 and 7) | 5,417,266 | 11,947,693 | ||||||
Goodwill | 6,750,626 | 6,750,626 | ||||||
Tax credits recoverable | 152,464 | 152,464 | ||||||
Deferred tax assets | 225,880 | 265,461 | ||||||
Other assets (notes 10 and 16 (i) and (iii)) | 6,269,768 | 65,745 | ||||||
Total assets | $ | 99,757,309 | $ | 111,220,116 | ||||
Liabilities and Equity | ||||||||
Current liabilities: | ||||||||
Trade and other payables | $ | 4,852,205 | $ | 9,993,019 | ||||
Loans and borrowings (note 8) | 4,534,213 | 7,192,315 | ||||||
Deferred revenues | 92,024 | 549,675 | ||||||
9,478,442 | 17,735,009 | |||||||
Deferred lease inducements | 281,940 | 326,456 | ||||||
Long-term payable | 517,106 | 795,072 | ||||||
Loans and borrowings (note 8) | 1,143 | 15,739,229 | ||||||
Unsecured convertible debentures | – | 1,406,365 | ||||||
Other financial liabilities (note 16 (ii) and (iii)) | – | 417,747 | ||||||
Total liabilities | 10,278,631 | 36,419,878 | ||||||
Equity: | ||||||||
Share capital (note 9) | 128,298,273 | 127,201,343 | ||||||
Warrants (note 9 (d)) | 648,820 | 648,820 | ||||||
Contributed surplus | 35,554,373 | 33,335,136 | ||||||
Accumulated other comprehensive loss | (295,300 | ) | (427,350 | ) | ||||
Deficit | (74,727,488 | ) | (97,010,523 | ) | ||||
Total equity attributable to equity holders of the Corporation | 89,478,678 | 63,747,426 | ||||||
Non-controlling interest (note 10) | – | 7,435,948 | ||||||
Subsidiary warrants, options and other equity (note 10) | – | 3,616,864 | ||||||
Total equity attributable to non-controlling interest | – | 11,052,812 | ||||||
Total equity | 89,478,678 | 74,800,238 | ||||||
Commitments and contingencies (note 17) | ||||||||
Total liabilities and equity | $ | 99,757,309 | $ | 111,220,116 |
See accompanying notes to unaudited consolidated interim financial statements.
1 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Consolidated Interim Statements of Earnings and Comprehensive Income
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
Three-month periods ended | Nine-month periods ended | |||||||||||||||
December 31, | November 30, | December 31, | November 30, | |||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Revenue from sales | $ | 6,810,500 | $ | 11,772,306 | $ | 19,655,984 | $ | 34,219,221 | ||||||||
Royalty revenues | 504,164 | 368,325 | 984,413 | 769,276 | ||||||||||||
Total revenues | 7,314,664 | 12,140,631 | 20,640,397 | 34,988,497 | ||||||||||||
Cost of sales (note 5) | (5,299,684 | ) | (8,687,765 | ) | (14,054,719 | ) | (25,425,075 | ) | ||||||||
Other cost of sales – impairment loss on inventories (note 5) | – | – | (1,719,362 | ) | – | |||||||||||
(5,299,684 | ) | (8,687,765 | ) | (15,774,081 | ) | (25,425,075 | ) | |||||||||
Gross margin | 2,014,980 | 3,452,866 | 4,866,316 | 9,563,422 | ||||||||||||
Research and development expenses | (5,488,648 | ) | (1,476,017 | ) | (10,505,864 | ) | (5,124,549 | ) | ||||||||
Research tax credits and grants | 36,251 | 32,772 | 145,937 | 98,315 | ||||||||||||
(5,452,397 | ) | (1,443,245 | ) | (10,359,927 | ) | (5,026,234 | ) | |||||||||
Selling, general and administrative expenses | (3,385,169 | ) | (5,340,792 | ) | (11,035,172 | ) | (12,449,314 | ) | ||||||||
Other income – royalty settlement | – | 13,117,000 | – | 13,117,000 | ||||||||||||
Other income – net gain on sale of assets (note 4) | (147,397 | ) | – | 23,723,680 | – | |||||||||||
Income (loss) from operating activities | (6,969,983 | ) | 9,785,829 | 7,194,897 | 5,204,874 | |||||||||||
Gain on loss of control of subsidiary (note 10) | 8,783,613 | – | 8,783,613 | – | ||||||||||||
Finance income (note 11) | 99,606 | 238,770 | 146,671 | 97,700 | ||||||||||||
Finance costs (note 11) | (554,438 | ) | (620,442 | ) | (2,339,380 | ) | (1,902,324 | ) | ||||||||
Change in fair value of derivative assets and liabilities (note 16 (ii) and (iii)) | 35,629 | (199,665 | ) | 345,340 | (139,896 | ) | ||||||||||
(419,203 | ) | (581,337 | ) | (1,847,369 | ) | (1,944,520 | ) | |||||||||
Income before income tax | 1,394,427 | 9,204,492 | 14,131,141 | 3,260,354 | ||||||||||||
Income tax (expense) recovery (note 13) | (52,778 | ) | 216,650 | (39,581 | ) | (82,876 | ) | |||||||||
Net income | 1,341,649 | 9,421,142 | 14,091,560 | 3,177,478 | ||||||||||||
Other comprehensive income (loss) (that may be reclassified subsequently to net income) | ||||||||||||||||
Unrealized gain (loss) on available-for-sale investment (note 16 (i)) | $ | 141,230 | $ | (38,960 | ) | $ | 99,835 | $ | (112,010 | ) | ||||||
Net change in unrealized (losses) gains on derivatives designated as cash flow hedges (note 16 (iii)) | (4,967 | ) | 11,622 | 32,215 | 25,544 | |||||||||||
Total other comprehensive income (loss) | 136,263 | (27,338 | ) | 132,050 | (86,466 | ) | ||||||||||
Total comprehensive income | $ | 1,477,912 | $ | 9,393,804 | $ | 14,223,610 | $ | 3,091,012 | ||||||||
Net income attributable to: | ||||||||||||||||
Equity holders of the Corporation | $ | 4,754,781 | $ | 10,684,747 | $ | 22,283,035 | $ | 7,336,839 | ||||||||
Non-controlling interest | (3,413,132 | ) | (1,263,605 | ) | (8,191,475 | ) | (4,159,361 | ) | ||||||||
Net income | $ | 1,341,649 | $ | 9,421,142 | $ | 14,091,560 | $ | 3,177,478 | ||||||||
Total comprehensive income attributable to: | ||||||||||||||||
Equity holders of the Corporation | $ | 4,891,044 | $ | 10,657,409 | $ | 22,415,085 | $ | 7,250,373 | ||||||||
Non-controlling interest | (3,413,132 | ) | (1,263,605 | ) | (8,191,475 | ) | (4,159,361 | ) | ||||||||
Total comprehensive income | $ | 1,477,912 | $ | 9,393,804 | $ | 14,223,610 | $ | 3,091,012 | ||||||||
Basic and diluted income per share (note 14) | $ | 0.06 | $ | 0.14 | $ | 0.28 | $ | 0.09 | ||||||||
Basic weighted average number of common shares (note 14) | 78,667,951 | 77,945,548 | 78,539,581 | 77,945,548 | ||||||||||||
Diluted weighted average number of common shares (note 14) | 79,137,688 | 78,178,058 | 78,887,211 | 78,093,508 |
See accompanying notes to unaudited consolidated interim financial statements.
2 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Consolidated Interim Statements of Changes in Equity
(Unaudited)
Nine-month periods ended December 31, 2017 and November 30, 2016
Attributable to equity holders of the Corporation | Attributable to non-controlling interest | |||||||||||||||||||||||||||||||||||||||||||||||
Share Capital | Accumulated
other comprehensive loss | |||||||||||||||||||||||||||||||||||||||||||||||
Number | Dollars | Warrants | Contributed
surplus | Available- for-sale investment | Cash flow hedges | Deficit | Total | Subsidiary
warrants, options and other equity | Non- controlling interest | Total | Total equity | |||||||||||||||||||||||||||||||||||||
Balance at March 31, 2017 | 77,968,587 | $ | 127,201,343 | $ | 648,820 | $ | 33,335,136 | $ | (420,052 | ) | $ | (7,298 | ) | $ | (97,010,523 | ) | $ | 63,747,426 | $ | 3,616,864 | $ | 7,435,948 | $ | 11,052,812 | $ | 74,800,238 | ||||||||||||||||||||||
Net income (loss) for the period | – | – | – | – | – | – | 22,283,035 | 22,283,035 | – | (8,191,475 | ) | (8,191,475 | ) | 14,091,560 | ||||||||||||||||||||||||||||||||||
Other comprehensive income for the period | – | – | – | – | 99,835 | 32,215 | – | 132,050 | – | – | – | 132,050 | ||||||||||||||||||||||||||||||||||||
Total comprehensive income (loss) for the period | – | – | – | – | 99,835 | 32,215 | 22,283,035 | 22,415,085 | – | (8,191,475 | ) | (8,191,475 | ) | 14,223,610 | ||||||||||||||||||||||||||||||||||
Transactions with equity holders recorded directly in equity | ||||||||||||||||||||||||||||||||||||||||||||||||
Contributions by and distribution to equity holders | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based payment transactions (note 12) | – | – | – | 781,085 | – | – | – | 781,085 | 660,611 | – | 660,611 | 1,441,696 | ||||||||||||||||||||||||||||||||||||
DSU released (note 12 (b)) | 55,944 | 80,000 | – | (80,000 | ) | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||||||||
Share options exercised (note 12 (a)) | 66,000 | 168,860 | – | (56,594 | ) | – | – | – | 112,266 | – | – | – | 112,266 | |||||||||||||||||||||||||||||||||||
Liability settled in shares (note 9 (a)) | 630,681 | 848,070 | – | – | – | – | – | 848,070 | – | – | – | 848,070 | ||||||||||||||||||||||||||||||||||||
Loss of control of subsidiary (note 10) | – | – | – | – | – | – | – | – | (2,739,050 | ) | 505,077 | (2,233,973 | ) | (2,233,973 | ) | |||||||||||||||||||||||||||||||||
Total contributions by and distribution to equity holders | 752,625 | 1,096,930 | – | 644,491 | – | – | – | 1,741,421 | (2,078,439 | ) | 505,077 | (1,573,362 | ) | 168,059 | ||||||||||||||||||||||||||||||||||
Change in ownership interests in subsidiaries that do not result in a loss of control | ||||||||||||||||||||||||||||||||||||||||||||||||
Expiry of Acasti options and call-options (note 10 (i)) | – | – | – | 1,466,459 | – | – | – | 1,466,459 | (1,466,459 | ) | – | (1,466,459 | ) | – | ||||||||||||||||||||||||||||||||||
Exercise of warrants (note 10 (ii)) | – | – | – | 155,720 | – | – | – | 155,720 | (71,966 | ) | 300,496 | 228,530 | 384,250 | |||||||||||||||||||||||||||||||||||
Fees related to past financing of Acasti (note 10 (iii)) | – | – | – | (52,452 | ) | – | – | – | (52,452 | ) | – | (102,011 | ) | (102,011 | ) | (154,463 | ) | |||||||||||||||||||||||||||||||
Convertible debenture interest settled in shares (note 10 (iv)) | – | – | – | 5,019 | – | – | – | 5,019 | – | 51,965 | 51,965 | 56,984 | ||||||||||||||||||||||||||||||||||||
Total changes in ownership interest in subsidiaries | – | – | – | 1,574,746 | – | – | – | 1,574,746 | (1,538,425 | ) | 250,450 | (1,287,975 | ) | 286,771 | ||||||||||||||||||||||||||||||||||
Total transactions with equity holders | 752,625 | 1,096,930 | – | 2,219,237 | – | – | – | 3,316,167 | (3,616,864 | ) | 755,527 | (2,861,337 | ) | 454,830 | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2017 | 78,721,212 | $ | 128,298,273 | $ | 648,820 | $ | 35,554,373 | $ | (320,217 | ) | $ | 24,917 | $ | (74,727,488 | ) | $ | 89,478,678 | $ | – | $ | – | $ | – | $ | 89,478,678 |
See accompanying notes to unaudited consolidated interim financial statements.
3 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Consolidated Interim Statements of Changes in Equity, Continued
(Unaudited)
Nine-month periods ended December 31, 2017 and November 30, 2016
Attributable to equity holders of the Corporation | Attributable to non-controlling interest | |||||||||||||||||||||||||||||||||||||||||||||||
Share Capital | Accumulated other comprehensive income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||
Number | Dollars | Warrants | Contributed surplus | Available- for-sale investment | Cash flow hedges | Deficit | Total | Subsidiary warrants and options | Non- controlling interest | Total | Total equity | |||||||||||||||||||||||||||||||||||||
Balance at February 29, 2016 | 77,968,587 | $ | 127,201,343 | $ | 648,820 | $ | 29,871,114 | $ | (315,347 | ) | $ | (37,049 | ) | $ | (103,923,751 | ) | $ | 53,445,130 | $ | 5,548,482 | $ | 7,931,269 | $ | 13,479,751 | $ | 66,924,881 | ||||||||||||||||||||||
Net income (loss) for the period | – | – | – | – | – | – | 7,336,839 | 7,336,839 | – | (4,159,361 | ) | (4,159,361 | ) | 3,177,478 | ||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) for the period | – | – | – | – | (112,010 | ) | 25,544 | – | (86,466 | ) | – | – | – | (86,466 | ) | |||||||||||||||||||||||||||||||||
Total comprehensive income (loss) for the period | – | – | – | – | (112,010 | ) | 25,544 | 7,336,839 | 7,250,373 | – | (4,159,361 | ) | (4,159,361 | ) | 3,091,012 | |||||||||||||||||||||||||||||||||
Transactions with equity holders recorded directly in equity | ||||||||||||||||||||||||||||||||||||||||||||||||
Contributions by and distribution to equity holders | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based payment transactions | – | – | – | 984,786 | – | – | – | 984,786 | 429,856 | – | 429,856 | 1,414,642 | ||||||||||||||||||||||||||||||||||||
Total contributions by and distribution to equity holders | – | – | – | 984,786 | – | – | – | 984,786 | 429,856 | – | 429,856 | 1,414,642 | ||||||||||||||||||||||||||||||||||||
Change in ownership interests in subsidiaries that do not result in a loss of control | ||||||||||||||||||||||||||||||||||||||||||||||||
Expiry of Acasti options and call-options (note 10 (v)) | – | – | – | 2,715,532 | – | – | – | 2,715,532 | (2,715,532 | ) | – | (2,715,532 | ) | – | ||||||||||||||||||||||||||||||||||
Total changes in ownership interest in subsidiaries | – | – | – | 2,715,532 | – | – | – | 2,715,532 | (2,715,532 | ) | – | (2,715,532 | ) | – | ||||||||||||||||||||||||||||||||||
Total transactions with equity holders | – | – | – | 3,700,318 | – | – | – | 3,700,318 | (2,285,676 | ) | – | (2,285,676 | ) | 1,414,642 | ||||||||||||||||||||||||||||||||||
Balance at November 30, 2016 | 77,968,587 | $ | 127,201,343 | $ | 648,820 | $ | 33,571,432 | $ | (427,357 | ) | $ | (11,505 | ) | $ | (96,586,912 | ) | $ | 64,395,821 | $ | 3,262,806 | $ | 3,771,908 | $ | 7,034,714 | $ | 71,430,535 |
See accompanying notes to unaudited consolidated interim financial statements.
4 |
neptune technologies & bioressources inc.
Consolidated Interim Statements of Cash Flows
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
Three-month periods ended | Nine-month periods ended | |||||||||||||||
December 31, | November 30, | December 31, | November 30, | |||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Cash flows (used in) from operating activities: | ||||||||||||||||
Net income for the period | $ | 1,341,649 | $ | 9,421,142 | $ | 14,091,560 | $ | 3,177,478 | ||||||||
Adjustments: | ||||||||||||||||
Depreciation of property, plant and equipment | 671,232 | 621,095 | 2,030,591 | 1,841,649 | ||||||||||||
Amortization of intangible assets | 180,723 | 275,089 | 743,333 | 648,399 | ||||||||||||
Stock-based compensation | 528,736 | 469,950 | 1,441,696 | 1,414,642 | ||||||||||||
Impairment loss on inventories (note 5) | – | – | 1,719,362 | – | ||||||||||||
Gain on loss of control of subsidiary (note 10) | (8,783,613 | ) | – | (8,783,613 | ) | – | ||||||||||
Recognition of deferred revenues | (319,769 | ) | (32,985 | ) | (540,029 | ) | (364,404 | ) | ||||||||
Amortization of deferred lease inducements | (14,839 | ) | (14,839 | ) | (44,516 | ) | (44,517 | ) | ||||||||
Net finance expense | 419,203 | 581,337 | 1,847,369 | 1,944,520 | ||||||||||||
Realized foreign exchange gain (loss) | (156,698 | ) | 146,250 | (372,005 | ) | 160,623 | ||||||||||
Net gain on sale of assets, excluding transaction costs and severances (note 4) | (82,090 | ) | – | (25,544,262 | ) | – | ||||||||||
Charge on settlement of liability | – | – | 90,385 | – | ||||||||||||
Income tax expense (recovery) | 52,778 | (216,650 | ) | 39,581 | 82,876 | |||||||||||
(6,162,688 | ) | 11,250,389 | (13,280,548 | ) | 8,861,266 | |||||||||||
Changes in operating assets and liabilities (note 15) | 492,236 | (11,525,745 | ) | 7,231,290 | (6,593,182 | ) | ||||||||||
Income taxes paid | – | 25,672 | – | (318,695 | ) | |||||||||||
(5,670,452 | ) | (249,684 | ) | (6,049,258 | ) | 1,949,389 | ||||||||||
Cash flows (used in) from investing activities: | ||||||||||||||||
Maturity of short-term investments | 12,000 | 4,787,056 | 519,000 | 17,999,146 | ||||||||||||
Acquisition of short-term investments | – | (4,725,908 | ) | (184,000 | ) | (15,116,531 | ) | |||||||||
Proceeds on sale of assets (note 4) | – | – | 43,075,587 | – | ||||||||||||
Interest received | 99,606 | 4,291 | 146,671 | 27,934 | ||||||||||||
Acquisition of property, plant and equipment | (366,190 | ) | (892,218 | ) | (668,495 | ) | (2,043,407 | ) | ||||||||
Acquisition of intangible assets | (112,119 | ) | (3,467 | ) | (3,702,336 | ) | (9,487 | ) | ||||||||
Cash reduction related to loss of control of Acasti (note 10) | (2,666,122 | ) | – | (2,666,122 | ) | – | ||||||||||
(3,032,825 | ) | (830,246 | ) | 36,520,305 | 857,655 | |||||||||||
Cash flows used in financing activities: | ||||||||||||||||
Variation of the bank line of credit | – | 160,000 | – | 30,000 | ||||||||||||
Repayment of loans and borrowings | (2,818,113 | ) | (1,323,971 | ) | (19,020,830 | ) | (5,257,041 | ) | ||||||||
Increase in long-term debt, net of finance costs | – | (8,723 | ) | – | 3,666,311 | |||||||||||
Interest paid | (123,998 | ) | (501,901 | ) | (794,942 | ) | (1,562,021 | ) | ||||||||
Penalty on debt reimbursement | – | – | (263,483 | ) | – | |||||||||||
Settlement of derivative swap agreements | – | – | (58,999 | ) | – | |||||||||||
Issuance of shares costs | – | – | (9,930 | ) | – | |||||||||||
Proceeds from exercise of options | 112,266 | – | 112,266 | – | ||||||||||||
Proceeds from Acasti warrants | 384,250 | – | 384,250 | – | ||||||||||||
Payment of Acasti public offering transaction costs | – | – | (380,765 | ) | – | |||||||||||
Payment of Acasti debt issuance transaction costs | – | – | (40,305 | ) | – | |||||||||||
(2,445,595 | ) | (1,674,595 | ) | (20,072,738 | ) | (3,122,751 | ) | |||||||||
Foreign exchange gain (loss) on cash and cash equivalents held in foreign currencies | 147,065 | 83,176 | (24,777 | ) | (20,316 | ) | ||||||||||
Net (decrease) increase in cash and cash equivalents | (11,001,807 | ) | (2,671,349 | ) | 10,373,532 | (336,023 | ) | |||||||||
Cash and cash equivalents beginning of periods | 37,177,702 | 7,808,253 | 15,802,363 | 5,472,927 | ||||||||||||
Cash and cash equivalents end of periods | $ | 26,175,895 | $ | 5,136,904 | $ | 26,175,895 | $ | 5,136,904 | ||||||||
Cash and cash equivalents is comprised of: | ||||||||||||||||
Cash | $ | 4,668,690 | $ | 5,136,904 | $ | 4,668,690 | $ | 5,136,904 | ||||||||
Cash equivalents | 21,507,205 | – | 21,507,205 | – |
See accompanying notes to unaudited consolidated interim financial statements.
5 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
1. | Reporting entity: |
Neptune Technologies & Bioressources Inc. (the "Corporation" or "Neptune") is incorporated under the Business Corporations Act (Québec) (formerly Part 1A of the Companies Act (Québec)). The Corporation is domiciled in Canada and its registered office is located at 545 Promenade du Centropolis, Laval, Québec, H7T 0A3. The consolidated financial statements of the Corporation comprise the Corporation and its main subsidiaries, Biodroga Nutraceuticals Inc. ("Biodroga") and Acasti Pharma Inc. ("Acasti") until the loss of control of the subsidiary on December 27, 2017. As at December 31, 2017, the investment in Acasti is presented in "Other assets" in the consolidated statement of financial position (refer to note 10). On August 7, 2017, Neptune exited bulk krill oil manufacturing and distribution activities (refer to note 4).
Beginning in fiscal 2017, the Corporation’s fiscal year ended on March 31. As a result, these financial statements and corresponding notes to financial statements include different three-month and nine-month periods: the three-month and nine-month periods ended December 31, 2017 and three-month and nine-month periods ended November 30, 2016. Financial information for the three-month and nine-month periods ended December 31, 2016 has not been included in these financial statements for the following reasons: (i) the three-month and nine-month periods ended November 30, 2016 provide a meaningful comparison for the three-month and nine-month periods ended December 31, 2017; (ii) there are no significant factors, seasonal or otherwise, that would impact the comparability of information if the results for the three-month and nine-month periods ended December 31, 2016 were presented in lieu of results for the three-month and nine-month periods ended November 30, 2016; and (iii) it was not practicable or cost justified to prepare this information.
Neptune is a wellness products company, with more than 50 years of combined experience in the industry. The Company formulates and provides turnkey solutions available in various unique delivery forms, offers specialty ingredients such as MaxSimil®, a patented ingredient that may enhance the absorption of lipid-based nutraceuticals, and a variety of other marine and seed oils. Neptune also sells premium krill oil directly to consumers through web sales at www.oceano3.com. Leveraging our scientific, technological and innovative expertise, Neptune is working to develop unique extractions and formulations in high potential growth segments such as medical and wellness cannabinoid-based products.
2. | Basis of preparation: |
(a) | Statement of compliance: |
These consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"), on a basis consistent with those accounting policies followed by the Corporation in the most recent audited consolidated annual financial statements. These consolidated interim financial statements have been prepared under IFRS in accordance with IAS 34, Interim Financial Reporting. Certain information, in particular the accompanying notes, normally included in the consolidated annual financial statements prepared in accordance with IFRS, has been omitted or condensed. Accordingly, the consolidated interim financial statements do not include all of the information required for full annual consolidated financial statements, and therefore, should be read in conjunction with the audited consolidated financial statements and the notes thereto for the thirteen-month period ended March 31, 2017.
The consolidated interim financial statements were approved by the Board of Directors on February 14, 2018.
(b) | Basis of measurement: |
The consolidated financial statements have been prepared on the historical cost basis, except for the following:
· | Share-based compensation transactions which are measured pursuant to IFRS 2, Share-based payment (note 12); |
· | Available for sale financial assets which are measured at fair value (note 16 (i)); |
· | Derivative hedging financial instrument which is measured at fair value (note 16 (iii)); and |
· | Derivative warrant liabilities which were measured at fair value until deconsolidation of Acasti (note 16 (ii)). |
Certain of the Corporation’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. In establishing fair value, the Corporation uses a fair value hierarchy based on levels as defined below:
· | Level 1: defined as observable inputs such as quoted prices in active markets. |
· | Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable. |
6 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
2. | Basis of preparation (continued): |
(b) | Basis of measurement (continued): |
· | Level 3: defined as inputs that are based on little or no little observable market data, therefore requiring entities to develop their own assumptions. |
(c) | Functional and presentation currency: |
These consolidated interim financial statements are presented in Canadian dollars, which is the Corporation and its subsidiaries’ functional currency.
(d) | Use of estimates and judgments: |
The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates are based on management’s best knowledge of current events and actions that the Corporation may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements include the following:
· | Assessing the recognition of contingent liabilities, which requires judgment in evaluating whether there is a probable outflow of economic benefits that will be required to settle matters subject to litigation (note 17); |
· | Determining that the Corporation has de facto control over its subsidiary Acasti until December 27, 2017 (note 10); and |
· | Assessing the criteria for recognition of tax assets (note 13). |
Assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year include the following:
· | Estimating the recoverable amount of non-financial assets (note 4). |
Also, the Corporation uses it best estimate to determine the net realizable values of inventories based on obsolescence and market conditions.
7 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
3. | Significant accounting policies: |
The accounting policies and basis of measurement applied in these consolidated interim financial statements are the same as those applied by the Corporation in its consolidated financial statements for the thirteen-month period ended March 31, 2017, except as disclosed below.
Change in accounting policies:
The following is an amendment to standards applied by the Corporation in the preparation of these consolidated interim financial statements.
Statement of Cash Flows:
In January 2016, the IASB amended IAS 7, Statement of Cash Flows, to require an entity to disclose the following changes in liabilities arising from financing activities (to the extent necessary): (i) changes from financing cash flows; (ii) changes arising from obtaining or losing control of subsidiaries or other businesses; (iii) the effect of changes in foreign exchange rates; (iv) changes in fair values; and (v) other changes. One way to fulfil the new disclosure requirement is to provide a reconciliation between the opening and closing balances in the statement of financial position for liabilities arising from financing activities. In addition, if an entity provides the required disclosure with disclosures of changes in other assets and liabilities, it must disclose the changes in liabilities arising from financing activities separately from changes in those other assets and liabilities. The amendments to IAS 7 are effective for annual periods beginning on or after January 1, 2017, with earlier adoption permitted. The Corporation adopted this amendment for the annual period beginning on April 1, 2017. The Corporation will be providing additional disclosure in relation to the changes in liabilities arising from financing activities in its annual consolidated financial statements for the year ending March 31, 2018.
New standards and interpretations not yet adopted:
A number of new standards, and amendments to standards and interpretations, are not yet effective for the three-month and nine-month periods ended December 31, 2017 and November 30, 2016, and have not been applied in preparing these consolidated interim financial statements.
(i) | Financial instruments: |
On July 24, 2014, the IASB issued the complete IFRS 9, Financial Instruments (IFRS 9 (2014)). It introduces new requirements for the classification and measurement of financial assets. Under IFRS 9 (2014), financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. The standard also introduces additional changes relating to financial liabilities and amends the impairment model by introducing a new “expected credit loss” model for calculating impairment. The mandatory effective date of IFRS 9 is for annual periods beginning on or after January 1, 2018 and must be applied retrospectively with some exemptions. The Corporation intends to adopt IFRS 9 (2014) in its consolidated financial statements for the annual period beginning on April 1, 2018. The Corporation is currently assessing the extent of the impact of adoption of the standard.
(ii) | Revenue: |
On May 28, 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers. IFRS 15 will replace IAS 18, Revenue, among other standards. The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. The new standard applies to contracts with customers. The new standard is effective for fiscal years beginning on January 1, 2018, and is available for early adoption. The Corporation intends to adopt IFRS 15 in its consolidated financial statements for the annual period beginning on April 1, 2018. The Corporation is currently assessing the extent of the impact of adoption of the standard.
(iii) | Leases: |
In January 2016, the IASB issued IFRS 16, Leases, which will replace IAS 17, Leases. The standard will require all leases of more than 12 months to be reported on a company’s statement of financial position as assets and liabilities. The new standard is effective for fiscal years beginning on January 1, 2019, and is available for early adoption. The Corporation intends to adopt IFRS 16 in its consolidated financial statements for the annual period beginning on April 1, 2019. The Corporation is currently assessing the extent of the impact of adoption of the standard.
8 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
3. | Significant accounting policies (continued): |
(iv) | Amendments to IFRS 2 – Classification and Measurement of Share-Based Payment Transactions: |
On June 20, 2016, the IASB issued amendments to IFRS 2, Share-Based Payment, clarifying how to account for certain types of share-based payment transactions. The amendments apply for annual periods beginning on or after January 1, 2018. Earlier application is permitted. As a practical simplification, the amendments can be applied prospectively. Retrospective, or early, application is permitted if information is available without the use of hindsight. The amendments provide requirements on the accounting for: the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments; share-based payment transactions with a net settlement feature for withholding tax obligations; and a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. The Corporation intends to adopt the amendments to IFRS 2 in its consolidated financial statements for the annual period beginning on April 1, 2018. The Corporation is currently assessing the extent of the impact of adoption of the amendments to the standard.
(v) | Income tax: |
On June 7, 2017, the IASB issued IFRIC 23 – Uncertainty over Income Tax Treatments (the “Interpretation”). The Interpretation provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The Interpretation is effective for annual periods beginning on or after January 1, 2019. Earlier application is permitted.
The Interpretation requires an entity to:
· | Contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution; | |
· | Reflect an uncertainty in the amount of income tax payable (recoverable) if it is probable that it will pay (or recover) an amount for the uncertainty; and | |
· | Measure a tax uncertainty based on the most likely amount or expected value depending on whichever method better predicts the amount payable (recoverable). |
The Corporation intends to adopt the Interpretation in its consolidated financial statements for the annual period beginning on April 1, 2019. The extent of the impact of adoption of the Interpretation has not yet been determined.
4. | Sale of assets: |
On August 7, 2017, Neptune and Aker BioMarine Antarctic AS (“Aker BioMarine”) concluded an agreement whereby Aker BioMarine acquired Neptune’s intellectual property, list of customers and krill oil inventory for a cash consideration of $43,075,587 (US$34 million) paid at closing. Under this agreement, Neptune exits bulk krill oil manufacturing and distribution activities and Aker BioMarine becomes exclusive krill oil supplier to Neptune’s solutions business. An amount of $11,175,466 of such proceeds was used for debt reimbursement and to pay the penalty on early repayment of $263,483 concurrent with the sale transaction and an additional $2,391,673 was repaid on October 6, 2017.
The assets sold were included in the Nutraceutical segment. The disposal of the krill oil manufacturing and distribution activities allows the Corporation to accelerate its efforts to position the Corporation in attractive growth segments such as the Green Valley medical and wellness cannabis oil extraction project, in line with its growth strategy. The krill oil manufacturing and distribution sales were $0.9 million and $3.0 million respectively during the three-month and nine-month periods ended December 31, 2017 ($6.4 million and $16.6 million for the three-month and nine-month periods ended November 30, 2016) and the gross margin, excluding the impairment loss on inventories of $1.7 million, was nominal and $1.2 million respectively during the three-month and nine-month periods ended December 31, 2017 ($2.4 million and $4.8 million for the three-month and nine-month periods ended November 30, 2016).
The Sherbrooke facility was not part of the transaction and it will be used through the development of unique extractions targeted towards high potential growth segments such as the cannabis industry. A large number of our employees saw their employment end as part of this transaction. A small team of people continues to work on special projects including the medical and wellness cannabis project at the facility as well as activities relating to exiting the bulk krill oil business. As the Sherbrooke facility was not part of the transaction, it did not qualify as discontinued operations for accounting purposes. Furthermore, management assessed the recoverable amount of the Sherbrooke facility and no revaluation of the useful life and no impairment of the plant and related equipment were recorded for the three-month and nine-month periods ended December 31, 2017. Management will continue to reassess the recoverable amount and useful life as progress and development are made in the cannabis oil extraction project.
9 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
4. | Sale of assets (continued): |
The following table presents a reconciliation of the net gain on sale of assets for the nine-month period ended December 31, 2017 and the full impact of the sale transaction and concurrent debt reimbursements on the net income of the Corporation:
August 7, | ||||
2017 | ||||
Total transaction proceeds | $ | 43,075,587 | ||
Inventory sold | (11,185,572 | ) | ||
Net intangible assets sold | (5,791,710 | ) | ||
Other write-off of asset, severance, transaction costs and costs for activities relating to exiting the bulk krill oil business (i) (ii) | (2,374,625 | ) | ||
Net gain on sale of assets as presented in the statement of earnings | $ | 23,723,680 | ||
Impairment loss on inventories – presented in cost of sales (note 5) | (1,719,362 | ) | ||
Penalty on reimbursement, loss on financing and discounted fees on debt reimbursed – presented in finance costs (note 11) | (920,429 | ) | ||
Total impact of the transaction on the net income before tax | $ | 21,083,889 |
(i) | Including non-cash write-off of assets of $554,044, $1,142,036 of employee severance and $482,219 of transaction costs. |
(ii) | $147,397 of costs were recorded during the three-month period ended December 31, 2017 relating to other write-off of asset, transaction costs and costs for activities relating to exiting the bulk krill oil business (reprocessing of work in progress inventories). |
5. | Inventories: |
December 31, | March 31, | |||||||
2017 | 2017 | |||||||
Raw materials | $ | 3,971,295 | $ | 5,539,437 | ||||
Work in progress | – | 3,154,833 | ||||||
Finished goods | 1,023,754 | 3,807,455 | ||||||
Supplies and spare parts | 758,910 | 741,010 | ||||||
$ | 5,753,959 | $ | 13,242,735 |
For the three-month period ended December 31, 2017, the cost of sales of $5,299,684 ($8,687,765 for the three-month period ended November 30, 2016) was comprised of inventory costs of $5,166,907 ($8,600,071 for the three-month period ended November 30, 2016) which consisted of raw materials, consumables and changes in work in progress and finished goods and other costs of $132,777 ($87,694 for the three-month period ended November 30, 2016).
For the nine-month period ended December 31, 2017, the cost of sales of $15,774,081 ($25,425,075 for the nine-month period ended November 30, 2016) was comprised of inventory costs of $13,638,581 ($25,210,348 for the nine-month period ended November 30, 2016) which consisted of raw materials, consumables and changes in work in progress and finished goods, other costs of $416,138 ($214,727 for the nine-month period ended November 30, 2016) and impairment loss on inventories of $1,719,362 (nil for the nine-month period ended November 30, 2016).
Finished goods and work in progress inventories with a carrying value of $11,185,572 was sold to Aker BioMarine during the nine-month period ended December 31, 2017. Furthermore, the impairment loss on inventories of $1,719,362, was recorded for the nine-month period ended December 31, 2017 on raw materials after the sale of assets transaction and is all related to the nutraceutical segment. See note 4.
10 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
6. | Property, plant and equipment: |
Building | Laboratory, | Furniture | ||||||||||||||||||||||
and building | R&D and plant | and office | Computer | |||||||||||||||||||||
Land | components | equipment | equipment | equipment | Total | |||||||||||||||||||
Net carrying amounts: | ||||||||||||||||||||||||
March 31, 2017 | $ | 228,630 | $ | 20,394,915 | $ | 24,925,082 | $ | 193,053 | $ | 122,687 | $ | 45,864,367 | ||||||||||||
December 31, 2017 | 228,630 | 19,771,778 | 21,197,511 | 159,233 | 101,056 | 41,458,208 |
A significant portion of the Corporation’s land and building and building components as well as the plant equipment relates to the Sherbrooke facility which used to manufacture bulk krill oil. This manufacturing operation has ceased with the sale of assets transaction. Refer to note 4.
The Corporation lost control of Acasti on December 27, 2017 (note 10). Acasti’s property and equipment amounted to $2,781,794 on loss of control are no longer consolidated.
7. | Intangible assets: |
Non-compete | Customer | License | ||||||||||||||||||||||
agreements | relationship | Patents | agreements | Trademarks | Total | |||||||||||||||||||
Net carrying amounts: | ||||||||||||||||||||||||
March 31, 2017 | $ | 235,000 | $ | 3,588,500 | $ | 624,019 | $ | 7,336,948 | $ | 163,226 | $ | 11,947,693 | ||||||||||||
December 31, 2017 | 136,000 | 3,281,600 | – | 1,999,666 | – | 5,417,266 |
Intellectual property with a net carrying amount of $5,791,710 ($609,315 for patents, $5,015,325 for license agreements and $167,070 for trademarks) was sold to Aker BioMarine during the nine-month period ended December 31, 2017. Refer to note 4.
11 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
8. | Loans and borrowings: |
This note provides information about the contractual terms of the Corporation’s loans and borrowings, which are measured at amortized cost.
December 31, 2017 | March 31, 2017 | |||||||
Loans and borrowings: | ||||||||
Secured loan from Investissement Québec (“IQ”), principal balance authorized of $12,500,000, bearing interest at 8%, reimbursed during the period. | $ | – | $ | 8,347,506 | ||||
Loan, bearing interest at prime rate plus 2.5% (plus 3.25% before October 14, 2016), secured through a first-ranking mortgage on all movable assets of Biodroga, current and future, corporeal and incorporeal, and tangible and intangible, reimbursable in monthly principal payments of $89,286 until November 2018, with a final payment of $3,314,276 on December 2018. The interest risk of the loan is mitigated by an interest rate swap. The Corporation has reserved $2,350,000 of short-term investment as pledge for the loan. Amounts received are net of transaction costs of $197,789. | 4,154,668 | 5,429,852 | ||||||
Loan, principal amount of 2.1 million GBP ($3,822,000), bearing interest at 12%, reimbursed during the period. | – | 3,562,814 | ||||||
Balance of purchase price due to previous owners of Biodroga. An amount of $355,346 bearing interest at 5% until December 2018, reimbursable in quarterly principal payments of $93,750 from March 2016 to September 2018, with a final payment of $74,096 in December 2018. An amount of $2,501,016 bearing interest at 7% was reimbursed during the period. Payments under these agreements are only payable if covenants on the loan at prime plus 2.5% above are respected. | 355,346 | 3,202,612 | ||||||
Refundable contribution obtained from a federal program, principal balance authorized of $3,500,000, without collateral or interest, reimbursed during the period. | – | 2,344,116 | ||||||
Finance lease liabilities, interest rate from 6.25% to 7.13%, payable in monthly installments of $2,345, maturing in November 2018 and March 2019. | 25,342 | 44,644 | ||||||
4,535,356 | 22,931,544 | |||||||
Less current portion of loans and borrowings | 4,534,213 | 7,192,315 | ||||||
Loans and borrowings | $ | 1,143 | $ | 15,739,229 |
The Corporation has an authorized bank line of credit of $1,800,000 (expiring on August 31, 2018), of which $1,800,000 was available as at December 31, 2017.
Some of the proceeds resulting from the transaction with Aker BioMarine were used to completely reimburse the loan from IQ, the loan in GBP and the refundable contribution obtained from a federal program, and also to reduce balance of purchase price during the nine-month period ended December 31, 2017. See note 4.
12 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
9. | Capital and other components of equity: |
(a) | Liability settled in shares: |
On May 9, 2017, Neptune issued 630,681 common shares of the Corporation at a price of $1.35 per common share as final payment of a liability of $858,000 (US$625,000). Total issue costs related to this transaction amounted to $9,930 and were recorded against share capital.
(b) | DSUs released: |
On August 9, 2017 and August 16, 2017, Neptune respectively issued 34,965 and 20,979 common shares of the Corporation to members of the Board of Directors at a price of $1.43 per common share for past services.
(c) | Share options exercised: |
During the three-month period ended December 31, 2017, Neptune issued 66,000 common shares of the Corporation at a weighted average exercise price of $1.70 per common share for a total cash consideration of $112,266.
(d) | Warrants: |
The warrants of the Corporation are composed of the following as at December 31, 2017 and March 31, 2017:
December
31, | March
31, | |||||||||||||||
Number | Number | |||||||||||||||
outstanding | outstanding | |||||||||||||||
and exercisable | Amount | and exercisable | Amount | |||||||||||||
Warrants IQ financing (i) | 750,000 | $ | 648,820 | 750,000 | $ | 648,820 |
(i) | Exercise price of $3.37 per share and expiring on December 12, 2019. |
10. | Non-controlling interests ("NCI"): |
Before Acasti’s latest public financing which occurred on December 27, 2017, Neptune owned 33.96% of Acasti’s shares and had determined it had de facto control over and therefore consolidated Acasti. After the financing and as at December 31, 2017, the ownership interest of the Corporation in Acasti went down to 20.39% and 12.12% on a fully diluted basis (34.45% and 23.28% as at March 31, 2017). Therefore, management has determined that the Corporation lost the de facto control of the subsidiary.
On that date, the Corporation ceased consolidating Acasti and derecognized the assets and liabilities of its former subsidiary and the non-controlling interest in Acasti. The Corporation recognized its remaining non-controlling investment in Acasti at the fair value as at that date. The Corporation has 5,064,694 common shares of Acasti. The fair value of the investment in Acasti was determined to be $6,079,271 or $1.20 per share as at December 27, 2017. This investment was measured using a level 1 input. The difference between the fair value of the investment and the book value of Acasti’s net assets and related non-controlling interest was recognized in the statement of earnings as a gain on loss of control of $8,783,613. The Corporation ceased to consolidate Acasti’s results from that date. Acasti represents the Cardiovascular segment (note 18).
13 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
10. | Non-controlling interests ("NCI") (continued): |
The following table presents a reconciliation of the gain on loss of control for the three-month and nine-month periods ended December 31, 2017:
December 27, | ||||
2017 | ||||
Investment in Acasti at fair value | $ | 6,079,271 | ||
Non-controlling interest | 2,233,973 | |||
Acasti’s assets before deconsolidation | (7,143,171 | ) | ||
Acasti’s liabilities before deconsolidation | 7,613,540 | |||
Gain on loss of control of Acasti | $ | 8,783,613 |
As at December 31, 2017, the investment in Acasti is presented in “Other assets” in the consolidated statement of financial position. The fair value of the investment remains unchanged from the date of loss of control. On January 22, 2018, Acasti issued additional overallotment shares pursuant to its December 27, 2017 financing, which brought the Corporation’s ownership interest to 19.78%. Following these events, the Corporation concluded it does not have significant influence over Acasti.
The loss of control is a non-cash transaction excluded from the consolidated statement of cash flows, except for the cash reduction related to the cash position of Acasti on the date of loss of control.
Prior to this transaction, changes in ownership interest in the subsidiary that did not result in a loss of control were accounted for as equity transactions. The differences between the considerations received and the non-controlling interest adjustments were recognized in equity.
During the nine-month period ended December 31, 2017, prior to the loss of control on December 27, 2017, the Corporation’s participation in Acasti changed as follows:
(i) | Acasti options and call-options expired, which impacted the non-controlling interest for an amount of ($1,466,459); |
(ii) | Acasti issued shares resulting from the exercise of Series 2017 – Broker warrants, which impacted the non-controlling interest for an amount of $228,530; |
(iii) | Acasti settled financing fees related to past financing, which impacted the non-controlling interest for an amount of ($102,011); |
(iv) | Acasti issued shares to settle convertible debentures interest, which impacted the non-controlling interest for an amount of $51,965. |
During the nine-month period ended November 30, 2016, the Corporation’s participation in Acasti changed as follows:
(v) | Acasti options and call-options expired, which impacted the non-controlling interest for an amount of ($2,715,532). |
11. | Finance income and finance costs: |
(a) | Finance income : |
Three-month periods ended | Nine-month periods ended | |||||||||||||||
December 31, | November 30, | December 31, | November 30, | |||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Interest income | $ | 99,606 | $ | 3,796 | $ | 146,671 | $ | 27,255 | ||||||||
Foreign exchange gain | – | 234,974 | – | 70,445 | ||||||||||||
Finance income | $ | 99,606 | $ | 238,770 | $ | 146,671 | $ | 97,700 |
14 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
11. | Finance income and finance costs (continued): |
(b) | Finance costs : |
Three-month periods ended | Nine-month periods ended | |||||||||||||||
December 31, | November 30, | December 31, | November 30, | |||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Interest charges and other finance costs | $ | (97,725 | ) | $ | (620,442 | ) | $ | (972,413 | ) | $ | (1,902,324 | ) | ||||
Interest expense on unsecured convertible debentures | (92,047 | ) | – | (275,140 | ) | – | ||||||||||
Penalty on reimbursement, loss on financing and discounted fees on debt reimbursed (note 4) | (355,033 | ) | – | (920,429 | ) | – | ||||||||||
Foreign exchange loss | (9,633 | ) | – | (171,398 | ) | – | ||||||||||
Finance costs | $ | (554,438 | ) | $ | (620,442 | ) | $ | (2,339,380 | ) | $ | (1,902,324 | ) |
12. | Share-based payment: |
At December 31, 2017, the Corporation had the following share-based payment arrangements:
(a) | Corporation stock option plan: |
(i) | Stock option plan: |
The Corporation has established a stock option plan for directors, officers, employees and consultants. Awards under the plan grants a participant the right to purchase a certain number of Common Shares, subject to certain conditions described below, at an exercise price equal to at least the Market Price (as defined after) of the Common Shares on the grant date. The “Market Price” of Common Shares as of a particular date shall generally mean the VWAP (volume weighted average trading price of the Common Shares) obtained for such Common Shares on the TSX (and if listed on more than one stock exchange, then the highest of such closing prices) during the last ten (10) Business Day prior to the Grant Date (10-day VWAP). The terms and conditions for exercising options and purchasing the underlying Common Shares are set by the Board of Directors, and subject, among others, to the following limitations: the term of the options cannot exceed ten years and every stock option granted under the stock option plan will be subject to conditions no less restrictive than a minimum vesting period of 18 months and a gradual and equal acquisition of vesting rights at least on a quarterly basis. The Corporation can issue a number of Common Shares not exceeding 15% of the number of Common Shares issued and outstanding at the time of any grant pursuant to the stock option plan. The total number of Common Shares issuable to a single holder pursuant to the stock option plan cannot exceed 5% of the Corporation’s total issued and outstanding Common Shares at the time of the grant, with the maximum of 2% for any one consultant.
15 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
12. | Share-based payment (continued): |
(a) | Corporation stock option plan (continued): |
(i) | Stock option plan: |
The number and weighted average exercise prices of stock options are as follows:
2017 | 2016 | |||||||||||||||
Weighted average exercise price | Number of options | Weighted average exercise price | Number of options | |||||||||||||
Options outstanding at April 1, 2017 and March 1, 2016 | $ | 1.92 | 3,765,000 | $ | 2.50 | 4,242,025 | ||||||||||
Granted (i) | 1.90 | 7,501,980 | 1.54 | 881,000 | ||||||||||||
Exercised (note 9 (c)) | 1.70 | (66,000 | ) | – | – | |||||||||||
Forfeited | 1.54 | (816,435 | ) | 2.71 | (406,461 | ) | ||||||||||
Expired | 2.91 | (210,000 | ) | 3.39 | (218,599 | ) | ||||||||||
Options outstanding at December 31, 2017 and November 30, 2016 | $ | 1.92 | 10,174,545 | $ | 2.24 | 4,497,965 | ||||||||||
Options exercisable at December 31, 2017 and November 30, 2016 | $ | 1.96 | 2,370,667 | $ | 2.58 | 2,670,964 |
(i) | Of the 7,501,980 options granted, 2,095,333 options have restrictions on their exercise subject to shareholder approval as required by the rules of the Toronto Stock Exchange. |
The fair value of options granted, excluding 2,095,333 options which have restrictions on their exercise subject to shareholder approval for the nine-month period ended December 31, 2017, has been estimated according to the Black-Scholes option pricing model and based on the weighted average of the following assumptions for options granted to employees during the periods ended:
Nine-month period ended December 31, | Nine-month period ended November 30, | |||||||
2017 | 2016 | |||||||
Exercise price | $ | 1.87 | $ | 1.54 | ||||
Share price | $ | 1.79 | $ | 1.54 | ||||
Dividend | – | – | ||||||
Risk-free interest | 1.47 | % | 0.67 | % | ||||
Estimated life | 3.90 years | 3.50 years | ||||||
Expected volatility | 48.63 | % | 49.46 | % |
The weighted average fair value of the options granted to employees during the nine-month period ended December 31, 2017 is $0.68 ($0.56 for the nine-month period ended November 30, 2016).
Stock-based compensation recognized under this plan amounted to $233,630 and $530,686, respectively, for the three-month and nine-month periods ended December 31, 2017 ($174,515 and $557,119 for the three-month and nine-month periods ended November 30, 2016).
16 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
12. | Share-based payment (continued): |
(a) | Corporation stock option plan (continued): |
(ii) | Performance options: |
On October 16, 2015, the Corporation granted 625,000 performance options under the Corporation stock option plan at an exercise price of $1.55 per share expiring on October 16, 2020. The options vest after a two-year minimum service period and the attainment of market performance conditions within the following three years. A proportion of 1/3 of the total number of options will vest upon every increase of $0.50 in the share market value of the Neptune class A common shares.
The number and weighted average exercise prices of performance options are as follows:
2017 | 2016 | |||||||||||||||
Weighted exercise | Number of options | Weighted exercise price | Number of options | |||||||||||||
Options outstanding at April 1, 2017 and March 1, 2016 | $ | 1.55 | 475,000 | $ | 1.55 | 625,000 | ||||||||||
Forfeited | 1.55 | (150,000 | ) | 1.55 | (150,000 | ) | ||||||||||
Options outstanding at December 31, 2017 and November 30, 2016 | $ | 1.55 | 325,000 | $ | 1.55 | 475,000 | ||||||||||
Options exercisable at December 31, 2017 and November 30, 2016 | $ | 1.55 | 108,333 | $ | – | – |
On January 17, 2018, all performance options were exercisable.
Stock-based compensation recognized under this plan amounted to ($34,545) and ($17,485), respectively, for the three-month and nine-month periods ended December 31, 2017 ($48,618 and $122,825 for the three-month and nine-month periods ended November 30, 2016).
(b) | Corporation Deferred Share Units (‘’DSUs’’): |
The Corporation has established an equity incentive plan for employees, directors and consultants of the Corporation. The plan provides for the issuance of restricted share units, performance share units, restricted shares, deferred share units and other share-based awards, subject to restricted conditions as may be determined by the Board of Directors. Upon fulfillment of the restricted conditions, as the case may be, the plan provides for settlement of the awards outstanding through shares.
2017 | 2016 | |||||||||||||||
Weighted market | Number of DSUs | Weighted market price | Number of DSUs | |||||||||||||
DSUs outstanding at April 1, 2017 and March 1, 2016 | $ | 1.60 | 425,354 | $ | 1.72 | 75,000 | ||||||||||
Granted | 1.27 | 201,342 | 1.57 | 350,354 | ||||||||||||
Released through the issuance of common shares (note 9 (b)) | 1.43 | (55,944 | ) | – | – | |||||||||||
DSUs outstanding at December 31, 2017 and November 30, 2016 | $ | 1.50 | 570,752 | $ | 1.60 | 425,354 | ||||||||||
DSUs exercisable at December 31, 2017 and November 30, 2016 | $ | 1.50 | 356,630 | $ | 1.64 | 189,306 |
17 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
12. | Share-based payment (continued): |
(b) | Corporation Deferred Share Units (‘’DSUs’’) (continued): |
Out of the 570,752 DSUs outstanding as at December 31, 2017, 160,000 DSUs vest upon achievement of performance conditions to be achieved no later than June 30, 2019, 72,164 DSUs vest upon services to be rendered during a period of twelve months from date of grant, 263,588 vested DSUs were granted for past services and 75,000 DSUs were in compensation for consulting services rendered by a member of the Board of Directors and have vested in full. However, the shares will be delivered when the consultant ceases to be a member of the board. The fair value of the DSUs is determined to be the share price at the date of grant and is recognized as stock-based compensation, through contributed surplus, over the vesting period.
The weighted average fair value of the DSUs granted during the nine-month period ended December 31, 2017 was $1.27 ($1.57 for the nine-month period ended November 30, 2016) per unit.
Stock-based compensation recognized under this plan amounted to ($127) and $267,884, respectively, for the three-month and nine-month periods ended December 31, 2017 ($91,684 and $304,842 for the three-month and nine-month periods ended November 30, 2016).
(c) | Corporation warrants: |
As part of the NeuroBioPharm Plan of Arrangement for the acquisition by Neptune of all of the issued and outstanding shares of NeuroBioPharm in February 2015, the rights over NeuroBioPharm warrants and call-options were exchanged for Neptune warrants.
The number and weighted average exercise prices of warrants are as follows:
2017 | 2016 | |||||||||||||||
Weighted exercise | Number of warrants | Weighted exercise price | Number of warrants | |||||||||||||
Warrants outstanding at April 1, 2017 and March 1, 2016 | $ | 21.50 | 24,174 | $ | 12.84 | 292,047 | ||||||||||
Forfeited | 21.50 | (465 | ) | 11.86 | (129,122 | ) | ||||||||||
Expired | 21.50 | (23,709 | ) | 12.25 | (138,751 | ) | ||||||||||
Warrants outstanding and exercisable at December 31, 2017 and November 30, 2016 | $ | – | – | $ | 21.50 | 24,174 |
(d) | Acasti stock option plan |
Stock-based compensation recognized under Acasti’s stock option plan amounted to $329,779 and $660,611, respectively, for the three-month and nine-month periods ended December 31, 2017 ($155,133 and $429,856 for the three-month and nine-month periods ended November 30, 2016). The amounts for the nine-month periods ended December 31, 2017 and November 30, 2016 are included in the ‟share-based payment transactions’’ of the equity attributable to non-controlling interest.
18 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
13. | Income tax (expense) recovery: |
Income tax recognized in income or loss:
Three-month periods ended | Nine-month periods ended | |||||||||||||||
December 31, | November 30, | December 31, | November 30, | |||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Deferred tax (expense) recovery | $ | (52,778 | ) | $ | 216,650 | $ | (39,581 | ) | $ | (82,876 | ) | |||||
Income tax (expense) recovery | $ | (52,778 | ) | $ | 216,650 | $ | (39,581 | ) | $ | (82,876 | ) |
The deferred income tax recovery (expense) for three-month and nine-month periods ended December 31, 2017 and November 30, 2016, results from the (utilization) or recognition of deferred tax assets recognized following the acquisition of Biodroga on January 7, 2016. No tax expense is recognized on the net gain on sale of assets described in note 4 or on the taxable temporary difference on the investment in Acasti on change of control, as the determined tax impacts will be completely offset by previously unrecognized deferred tax assets.
14. | Income per share: |
The following table provides a reconciliation between the number of basic and diluted shares outstanding:
Three-month periods ended | Nine-month periods ended | |||||||||||||||
December 31, | November 30, | December 31, | November 30, | |||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Weighted average number of voting shares | 78,667,951 | 77,945,548 | 78,539,581 | 77,945,548 | ||||||||||||
Dilutive effect of deferred share units | 393,790 | 232,510 | 347,630 | 147,960 | ||||||||||||
Dilutive effect of stock options | 75,947 | – | – | – | ||||||||||||
Weighted average number of diluted shares | 79,137,688 | 78,178,058 | 78,887,211 | 78,093,508 | ||||||||||||
Number of anti-dilutive stock options, warrants and deferred share units excluded from diluted earnings per share calculation | 10,270,573 | 5,907,139 | 11,453,434 | 5,990,758 |
Stock options, deferred share units and warrants could be dilutive in the future.
19 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
15. | Supplemental cash flow disclosure: |
(a) | Changes in operating assets and liabilities: |
Three-month periods ended | Nine-month periods ended | |||||||||||||||
December 31, | November 30, | December 31, | November 30, | |||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Trade and other receivables | $ | (1,253,723 | ) | $ | (9,807,733 | ) | $ | 11,345,867 | $ | (6,313,434 | ) | |||||
Tax credits receivable | 122,693 | 98,691 | 121,220 | 41,237 | ||||||||||||
Prepaid expenses | (952,594 | ) | (17,425 | ) | (922,068 | ) | 482,965 | |||||||||
Inventories | 347,136 | 1,024,439 | (5,416,158 | ) | 4,118,891 | |||||||||||
Trade and other payables | 2,157,991 | (3,184,992 | ) | 2,020,051 | (5,429,737 | ) | ||||||||||
Deferred revenues | 70,733 | 361,275 | 82,378 | 506,896 | ||||||||||||
Changes in operating assets and liabilities | $ | 492,236 | $ | (11,525,745 | ) | $ | 7,231,290 | $ | (6,593,182 | ) |
(b) | Non-cash transactions: |
Three-month periods ended | Nine-month periods ended | |||||||||||||||
December 31, | November 30, | December 31, | November 30, | |||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Acquired property, plant and equipment included in trade and other payables | $ | (119,000 | ) | $ | 297,679 | $ | 45,949 | $ | 324,014 | |||||||
Intangible assets included in trade and other payables | (1,740 | ) | 6,181,714 | 267,377 | 6,182,603 | |||||||||||
Intangible assets included in long-term payable | (110,379 | ) | – | 517,106 | – | |||||||||||
Liability settlement in shares | – | – | 858,000 | – | ||||||||||||
Convertible debenture interest paid in shares of subsidiary | – | – | 56,984 | – |
16. | Financial Instruments: |
Financial instruments – carrying values and fair values:
Financial assets and liabilities measured at fair value on a recurring basis as at December 31, 2017 and March 31, 2017 are the investment in BlueOcean Nutrascience Inc. (“BlueOcean”), the derivative warrant liabilities until December 27, 2017 and derivative swap agreements.
(i) | Other investment: |
In October 2014, the Corporation received 3,750,000 publicly traded common shares of BlueOcean on the signing of a license agreement. In April 2015, the Corporation acquired 1,120,000 units under a private placement transaction of BlueOcean. The Corporation measures its investment in BlueOcean at fair value on a recurring basis with changes in fair value recorded in other comprehensive income (loss). This investment was measured using a level 1 input.
The fair value of the investment in BlueOcean was determined to be $165,580 or $0.34 per share as at December 31, 2017 ($65,745 or $0.135 as at March 31, 2017). The change in fair value amounted to a gain of $141,230 and $99,835, respectively, for the three-month and nine-month periods ended December 31, 2017 (a loss of $39,379 and $115,990 for the three-month and nine-month periods ended November 30, 2016) accounted for through other comprehensive income or loss. In January 2018, all units of BlueOcean held by Neptune were sold for total proceeds of $103,275.
20 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
16. | Financial Instruments (continued): |
Financial instruments – carrying values and fair values (continued):
(ii) | Derivative warrant liabilities: |
Warrants issued as part of a public offering of units of Acasti composed of Class A shares and Class A share purchase warrants of Acasti in 2014 are derivative liabilities for accounting purposes due to the currency of the exercise price being different from Acasti’s functional currency until December 27, 2017, date of loss of control.
The Corporation measured its derivative warrant liabilities at fair value on a recurring basis. These financial liabilities were measured using a level 3 input.
The fair value of the derivative warrant liabilities was estimated according to the Black-Scholes option pricing model and based on the following assumptions:
December 27, | March 31, | |||||||
2017 | 2017 | |||||||
Exercise price (1) | US$ 1.50 | US$ 1.50 | ||||||
Share price (1) | US$ 0.94 | US$ 1.36 | ||||||
Dividend | – | – | ||||||
Risk-free interest | 1.75 | % | 1.22 | % | ||||
Estimated life | 0.92 year | 1.68 years | ||||||
Expected volatility | 113.43 | % | 108.35 | % |
(1) In order to obtain one share of Acasti, 10 warrants must be exercised.
The fair value of the warrants issued was determined to be $0.01 per share issuable as at December 27, 2017 ($0.11 per share issuable as at March 31, 2017).
The reconciliation of changes in level 3 fair value measurements of financial liabilities as at December 31, 2017 and March 31, 2017 is presented in the following table:
December 31, | March 31, | |||||||
2017 | 2017 | |||||||
Opening balance at April 1, 2017 and March 1, 2016 | $ | 202,610 | $ | 151,343 | ||||
Change in fair value (gain) loss | (189,001 | ) | 51,267 | |||||
Loss of control of subsidiary (note 10) | (13,609 | ) | – | |||||
Closing balance at December 31, 2017 and March 31, 2017 | $ | – | $ | 202,610 |
21 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
16. | Financial Instruments (continued): |
Financial instruments – carrying values and fair values (continued):
(iii) | Derivative swap agreements: |
December 31, | March 31, | |||||||
2017 | 2017 | |||||||
Non-current asset | ||||||||
Interest rate swap contract | $ | 24,917 | $ | – | ||||
$ | 24,917 | $ | – | |||||
Non-current liability | ||||||||
Cross currency swap contract | $ | - | $ | 207,839 | ||||
Interest rate swap contract | - | 7,298 | ||||||
$ | - | $ | 215,137 |
The Corporation used currency swap agreements to convert a long-term debt in pounds to the US dollar to mitigate its financial liabilities exposure to foreign currency risk as well as mitigate the risk from short-term financial assets denominated in US dollars. The Corporation did not apply hedge accounting to foreign currency differences arising from these agreements. These instruments were recorded into the consolidated statement of financial position at their fair value.
The change in fair value of these cross currency swaps amounted to nil and a gain of $156,339 for the three-month and nine-month periods ended December 31, 2017 respectively and is accounted for in change in fair value of derivative assets and liabilities. The cross currency swaps were cancelled and settled for $58,999 following the transaction with Aker BioMarine (see note 4).
The Corporation uses interest rate swap agreement to lock-in a portion of its debt cost and reduce its exposure to the variability of interest rates by exchanging variable rate payments for fixed rate payments. The Corporation has designated its interest rate swap as cash flow hedge for which it uses hedge accounting. The maturity analysis associated with the interest rate swap agreement used to manage interest risk associated with long-term debt is as follows:
Fixed rate | Notional | December 31, | March 31, | |||||||||||||||
% | amount | Maturity | 2017 | 2017 | ||||||||||||||
Interest rate swap agreement | 2.94 | $ | 4,084,817 | Dec. 27, 2018 | $ | 24,917 | $ | 7,298 | ||||||||||
The level 2 fair value determination of the interest rate swap is measured using a generally accepted valuation technique which is the discounted value of the difference between the value of the swap based on variable interest rates (estimated using the yield curve for anticipated interest rates) and the value of the swap based on the swap’s fixed interest rate. The Corporation’s and the counterparty’s credit risk is also taken into consideration in determining fair value. The interest rate swap is decreasing at the same proportion of the debt covered. The change in fair value is recognized in other comprehensive income.
An assumed 1% change in the interest rate would not have a material effect on the net income.
22 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
16. | Financial Instruments (continued): |
Financial instruments – carrying values and fair values (continued):
The Corporation has determined that the carrying values of its short-term financial assets and liabilities approximate their fair value given the short-term nature of these instruments. The carrying value of the restricted short-term investment also approximates its fair value given the short-term maturity of the reinvested funds. For variable rate loans and borrowings, the fair value is considered to approximate the carrying amount.
The fair value of the fixed rate loans and borrowings is determined by discounting future cash flows using a rate that the Corporation could obtain for loans with similar terms, conditions and maturity dates. The fair value of these instruments approximates the carrying amounts and was measured using level 3 inputs.
17. | Commitments and contingencies: |
(a) | Commitments: |
(i) | As at September 30, 2016, Neptune has entered into an exclusive commercial agreement for a specialty ingredient. According to this agreement, to maintain the exclusivity, Neptune must reach minimum annual volumes of sales for the duration of the agreement of 11 years. In addition, Neptune has to pay royalties on sales. |
(ii) | A capital expenditure of $5,000,000 was approved by the Board of the Corporation to make the Sherbrooke facility ready and compliant for the extraction of cannabis oil. As at December 31, 2017, Neptune signed various capital expenditure contracts amounting to $2,392,289. |
(b) | Contingencies: |
In the normal course of operations, the Corporation is involved in various claims and legal proceedings. The most significant of which are as follow:
(i) | A former CEO of the Corporation is claiming the payment of approximately $8,500,000 and the issuance of equity instruments. As the Corporation’s management believes that these claims are not valid, no provision has been recognized. As of the date of these consolidated interim financial statements, no agreement has been reached. Neptune and its subsidiaries also filed an additional claim to recover certain amounts from this former officer. All outstanding share-based payments held by the former CEO have been cancelled during the year ended February 28, 2015. |
(ii) | Under the terms of an agreement entered into with a corporation controlled by the former CEO of the Corporation, the Corporation should pay royalties of 1% of its krill oil revenues in semi-annual installments, for an unlimited period. Neptune filed a motion challenging the validity of certain clauses of the agreement. |
(iii) | The Corporation initiated arbitration against a customer that owed $5,000,000 (US$3,700,000). The full amount receivable has been written-off. This customer is counterclaiming a sum in damages. As the Corporation’s management believes that this claim is not valid, no additional provision has been recognized. |
Although the outcome of the these and various other claims and legal proceedings against the Corporation as at December 31, 2017 cannot be determined with certainty, based on currently available information, management believes that the ultimate outcome of these matters, individually and in aggregate, would not have a material adverse effect on the Corporation’s financial position or overall trends in results of operations.
23 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
18. | Operating segments: |
The Corporation had two reportable segments until the loss of control of subsidiary on December 27, 2017, which were the Corporation’s strategic business units. As at December 31, 2017, the cardiovascular segment that develops pharmaceutical products for cardiovascular diseases is no longer a strategic business unit for Neptune that produces and commercializes nutraceutical products and turnkey solutions for primarily omega-3 softgel capsules and liquids.
Information regarding the results of each reportable segment is included below. The cardiovascular results are presented until the loss of control. Performance is measured based on segment net income (loss), as included in the internal management reports that are reviewed by the Corporation’s Chief Operating Decision Maker. Segment income (loss) is used to measure performance, as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Transfer pricing is based on predetermined rates accepted by all parties involved. The reportable segment assets of the Cardiovascular segment as at December 31, 2017 consists of the investment in Acasti (note 10).
Three-month period ended December 31, 2017:
Nutraceutical | Cardiovascular | Intersegment eliminations | Total | |||||||||||||
Revenue from external sales and royalties | $ | 7,314,664 | $ | – | $ | – | $ | 7,314,664 | ||||||||
Gross margin | 2,014,980 | – | – | 2,014,980 | ||||||||||||
Research and development expenses (i) | (1,784,964 | ) | (4,284,391 | ) | 580,707 | (5,488,648 | ) | |||||||||
Research tax credits and grants | 12,399 | 23,852 | – | 36,251 | ||||||||||||
Selling, general and administrative expenses | (2,477,185 | ) | (907,984 | ) | – | (3,385,169 | ) | |||||||||
Other income – net gain on sale of assets | (147,397 | ) | – | – | (147,397 | ) | ||||||||||
Loss from operating activities | (2,382,167 | ) | (5,168,523 | ) | 580,707 | (6,969,983 | ) | |||||||||
Gain on loss of control of subsidiary | 8,783,613 | – | – | 8,783,613 | ||||||||||||
Finance income | 90,933 | 8,673 | – | 99,606 | ||||||||||||
Finance costs | (487,337 | ) | (67,101 | ) | – | (554,438 | ) | |||||||||
Change in fair value of derivative assets and liabilities | – | 37,266 | (1,637 | ) | 35,629 | |||||||||||
Income (loss) before income tax | 6,005,042 | (5,189,685 | ) | 579,070 | 1,394,427 | |||||||||||
Income taxes | (52,778 | ) | – | – | (52,778 | ) | ||||||||||
Net income (loss) | 5,952,264 | (5,189,685 | ) | 579,070 | 1,341,649 | |||||||||||
Depreciation and amortization | (762,437 | ) | (670,225 | ) | 580,707 | (851,955 | ) | |||||||||
Stock-based compensation | (198,957 | ) | (329,779 | ) | – | (528,736 | ) | |||||||||
Reportable segment assets | 93,678,038 | 6,079,271 | – | 99,757,309 | ||||||||||||
Reportable segment liabilities | 10,278,631 | – | – | 10,278,631 |
(i) | These research and development expenses of the Nutraceutical segment include $1,730,308 of costs associated to the cannabis business. |
24 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
18. | Operating segments (continued): |
Three-month period ended November 30, 2016:
Nutraceutical | Cardiovascular | Intersegment eliminations | Total | |||||||||||||
Revenue from external sales and royalties | $ | 12,251,873 | $ | 1,258 | $ | (112,500 | ) | $ | 12,140,631 | |||||||
Gross margin | 3,450,378 | 1,258 | 1,230 | 3,452,866 | ||||||||||||
Research and development expenses | (348,849 | ) | (1,707,875 | ) | 580,707 | (1,476,017 | ) | |||||||||
Research tax credits and grants | 9,354 | 23,418 | – | 32,772 | ||||||||||||
Selling, general and administrative expenses | (4,511,700 | ) | (829,092 | ) | – | (5,340,792 | ) | |||||||||
Other income – royalty settlement | 13,117,000 | – | – | 13,117,000 | ||||||||||||
Income (loss) from operating activities | 11,716,183 | (2,512,291 | ) | 581,937 | 9,785,829 | |||||||||||
Finance income | 126,144 | 118,637 | (6,011 | ) | 238,770 | |||||||||||
Finance costs | (625,208 | ) | (1,245 | ) | 6,011 | (620,442 | ) | |||||||||
Change in fair value of derivative assets and liabilities | (197,786 | ) | (1,941 | ) | 62 | (199,665 | ) | |||||||||
Income (loss) before income tax | 11,019,333 | (2,396,840 | ) | 581,999 | 9,204,492 | |||||||||||
Income taxes recovery | 216,650 | – | – | 216,650 | ||||||||||||
Net income (loss) | 11,235,983 | (2,396,840 | ) | 581,999 | 9,421,142 | |||||||||||
Depreciation and amortization | (856,355 | ) | (620,536 | ) | 580,707 | (896,184 | ) | |||||||||
Stock-based compensation | (314,817 | ) | (155,133 | ) | – | (469,950 | ) | |||||||||
Reportable segment assets | 101,628,355 | 21,588,747 | (13,175,563 | ) | 110,041,539 | |||||||||||
Reportable segment liabilities | 36,807,866 | 1,819,202 | (16,064 | ) | 38,611,004 |
25 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
18. | Operating segments (continued): |
Nine-month period ended December 31, 2017:
Intersegment | ||||||||||||||||
Nutraceutical | Cardiovascular | eliminations | Total | |||||||||||||
Revenue from external sales and royalties | $ | 20,640,397 | $ | - | $ | - | $ | 20,640,397 | ||||||||
Gross margin | 4,866,316 | - | - | 4,866,316 | ||||||||||||
Research and development expenses (i) | (2,572,360 | ) | (9,675,625 | ) | 1,742,121 | (10,505,864 | ) | |||||||||
Research tax credits and grants | 61,818 | 84,119 | - | 145,937 | ||||||||||||
Selling, general and administrative expenses | (8,273,694 | ) | (2,761,478 | ) | - | (11,035,172 | ) | |||||||||
Other income – net gain on sale of assets | 23,723,680 | - | - | 23,723,680 | ||||||||||||
Income (loss) from operating activities | 17,805,760 | (12,352,984 | ) | 1,742,121 | 7,194,897 | |||||||||||
Gain on loss of control of subsidiary | 8,783,613 | - | - | 8,783,613 | ||||||||||||
Finance income | 108,034 | 38,637 | - | 146,671 | ||||||||||||
Finance costs | (1,983,968 | ) | (355,412 | ) | - | (2,339,380 | ) | |||||||||
Change in fair value of derivative assets and liabilities | 156,339 | 195,740 | (6,739 | ) | 345,340 | |||||||||||
Income (loss) before income tax | 24,869,778 | (12,474,019 | ) | 1,735,382 | 14,131,141 | |||||||||||
Income taxes | (39,581 | ) | - | - | (39,581 | ) | ||||||||||
Net income (loss) | 24,830,197 | (12,474,019 | ) | 1,735,382 | 14,091,560 | |||||||||||
Depreciation and amortization | (2,511,026 | ) | (2,005,019 | ) | 1,742,121 | (2,773,924 | ) | |||||||||
Stock-based compensation | (781,085 | ) | (660,611 | ) | - | (1,441,696 | ) | |||||||||
Reportable segment assets | 93,678,038 | 6,079,271 | - | 99,757,309 | ||||||||||||
Reportable segment liabilities | 10,278,631 | - | - | 10,278,631 |
(i) | These research and development expenses of the Nutraceutical segment include $1,730,308 of costs associated to the cannabis business. |
26 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
18. | Operating segments (continued): |
Nine-month period ended November 30, 2016:
Intersegment | ||||||||||||||||
Nutraceutical | Cardiovascular | eliminations | Total | |||||||||||||
Revenue from external sales and royalties | $ | 35,093,200 | $ | 7,797 | $ | (112,500 | ) | $ | 34,988,497 | |||||||
Gross margin | 9,554,395 | 7,797 | 1,230 | 9,563,422 | ||||||||||||
Research and development expenses | (1,118,952 | ) | (5,747,718 | ) | 1,742,121 | (5,124,549 | ) | |||||||||
Research tax credits and grants | 28,062 | 70,253 | – | 98,315 | ||||||||||||
Selling, general and administrative expenses | (10,197,830 | ) | (2,251,484 | ) | – | (12,449,314 | ) | |||||||||
Other income – royalty settlement | 13,117,000 | – | – | 13,117,000 | ||||||||||||
Income (loss) from operating activities | 11,382,675 | (7,921,152 | ) | 1,743,351 | 5,204,874 | |||||||||||
Finance income | 226,505 | (39,652 | ) | (89,153 | ) | 97,700 | ||||||||||
Finance costs | (1,975,572 | ) | (15,905 | ) | 89,153 | (1,902,324 | ) | |||||||||
Change in fair value of derivative assets and liabilities | (233,160 | ) | 96,365 | (3,101 | ) | (139,896 | ) | |||||||||
Income (loss) before income tax | 9,400,448 | (7,880,344 | ) | 1,740,250 | 3,260,354 | |||||||||||
Income taxes | (82,876 | ) | – | – | (82,876 | ) | ||||||||||
Net income (loss) | 9,317,572 | (7,880,344 | ) | 1,740,250 | 3,177,478 | |||||||||||
Depreciation and amortization | (2,388,711 | ) | (1,843,458 | ) | 1,742,121 | (2,490,048 | ) | |||||||||
Stock-based compensation | (984,786 | ) | (429,856 | ) | – | (1,414,642 | ) | |||||||||
Reportable segment assets | 101,628,355 | 21,588,747 | (13,175,563 | ) | 110,041,539 | |||||||||||
Reportable segment liabilities | 36,807,866 | 1,819,202 | (16,064 | ) | 38,611,004 |
Differences between the sums of all segments and consolidated balances are explained primarily by the cardiovascular segment operating under license issued by the nutraceutical segment, the ultimate owner of the original intellectual property used in pharmaceutical applications. The intangible license asset of the cardiovascular segment and its amortization charge are eliminated upon consolidation. Intersegment balances payable or receivable explain further eliminations to reportable segment assets and liabilities.
The nutraceutical segment is the primary obligor of corporate expenses of the Corporation. All material corporate expenses are allocated to each reportable segment in a fraction that is commensurate to the estimated fraction of services or benefits received by each segment. These charges may not represent the cost that the segments would otherwise need to incur, should they not receive these services or benefits through the shared resources of the Corporation or receive financing from the nutraceutical segment.
27 |
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
Three-month and nine-month periods ended December 31, 2017 and November 30, 2016
19. | Related parties: |
Key management personnel compensation:
The key management personnel are the officers of the Corporation and members of the Board of Directors. They control 9% of the voting shares of the Corporation.
Key management personnel compensation includes the following for the three-month and nine-month periods ended December 31, 2017 and November 30, 2016:
Three-month periods ended | Nine-month periods ended | |||||||||||||||
December 31, | November 30, | December 31, | November 30, | |||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Short-term benefits | $ | 820,912 | $ | 609,353 | $ | 2,744,588 | $ | 1,962,810 | ||||||||
Share-based compensation costs | 413,924 | 393,089 | 1,142,885 | 1,158,677 | ||||||||||||
$ | 1,234,836 | $ | 1,002,442 | $ | 3,887,473 | $ | 3,121,487 |
28
Exhibit 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, James S. Hamilton, Chief Executive Officer of Neptune Technologies & Bioressources Inc., certify the following:
1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Neptune Technologies & Bioressources Inc. (the “issuer”) for the interim period ended December 31th, 2017. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (c. V-1.1, r.27), for the issuer. |
5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
(a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
(i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
(ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
(b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the COSO (Committee of Sponsoring Organizations in the Treadway Commission) Internal Controls – Integrated Framework. |
5.2 | – N/A |
5.3 | – N/A |
6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1st, 2017 and ended on December 31th, 2017 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: February 14, 2018
/s/ James S. Hamilton
James S. Hamilton Chief Executive Officer |
Exhibit 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Mario Paradis, Chief Financial Officer of Neptune Technologies & Bioressources Inc., certify the following:
1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Neptune Technologies & Bioressources Inc. (the “issuer”) for the interim period ended December 31th, 2017. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (c. V-1.1, r.27), for the issuer. |
5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
(a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
(i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
(ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
(b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the COSO (Committee of Sponsoring Organizations in the Treadway Commission) Internal Controls – Integrated Framework. |
5.2 | – N/A |
5.3 | – N/A |
6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1st, 2017 and ended on December 31th, 2017 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: February 14, 2018
/s/ Mario Paradis
Mario Paradis Chief Financial Officer |