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Share capital
12 Months Ended
Dec. 31, 2019
Text Block [Abstract]  
Share capital

12.

Share capital:

 

(a)

Authorized:

100,000,000 common shares without par value.

 

(b)

Issued and outstanding – common shares:

Other than in connection with shares issued in respect of the Company’s share unit and share option plans and in connection with the Company’s normal course issuer bid (note 12(e)), there were no share transactions in the years ended December 31, 2019 and 2018.

 

 

 

 

(c)

Stock option plan:

Under the Company’s Stock Option Plan, the Company may grant options to its directors, officers, consultants and eligible employees.  The plan provides for the granting of stock options at the fair market value of the Company’s stock at the date of grant, and the term of options range from two to ten years. The Board of Directors may, in its sole discretion, determine the time during which options shall vest and the method of vesting. All options under the Plan will be subject to vesting provisions determined by the Board of Directors, over a period of not less than 18 months, in equal portions on a quarterly basis. Options granted to consultants providing investor relations activities will vest at the end of 12 months or longer from the date of issuance.  As of December 31, 2019, the Company is authorized to grant a further 2,575,492 awards under its stock options plan. A summary of the status of the plan as of December 31, 2019 and 2018 is as follows (options are granted in CAD and USD amounts are calculated using prevailing exchange rates):

 

 

 

Number of

options

 

 

Weighted average exercise price

 

 

 

 

 

 

 

CAD

 

 

USD

 

Outstanding, January 1, 2018

 

 

1,344,687

 

 

$

0.69

 

 

$

0.55

 

Issued

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

 

—

 

 

 

—

 

 

 

—

 

Forfeited

 

 

—

 

 

 

—

 

 

 

—

 

Expired

 

 

—

 

 

 

—

 

 

 

—

 

Outstanding, December 31, 2018

 

 

1,344,687

 

 

$

0.69

 

 

$

0.53

 

Issued

 

 

500,000

 

 

 

3.56

 

 

 

2.73

 

Exercised

 

 

(840,000

)

 

 

(0.68

)

 

 

(0.52

)

Forfeited

 

 

—

 

 

 

—

 

 

 

—

 

Expired

 

 

—

 

 

 

—

 

 

 

—

 

Outstanding, December 31, 2019

 

 

1,004,687

 

 

$

2.12

 

 

$

1.63

 

 

 

All but 500,000 options are vested as of December 31, 2019 (2018 – all options are vested).

The weighted average fair value of stock options granted during the year ended December 31, 2019 was $1.43 (CAD$1.86)  The estimated fair value of the stock options granted was determined using the Black-Scholes option-pricing model with the following weighted-average assumptions:

 

 

 

2019

Expected life of options

 

5.05 years

Risk-free interest rate

 

1.61%

Dividend yield

 

0%

Volatility

 

63%

Pre-vest forfeiture rate

 

3.67%

 

There is no dividend yield because the Company does not pay, and does not plan to pay, cash dividends on its common shares.  The expected stock price volatility is based on the historical volatility of the Company’s average monthly stock closing prices over a period equal to the expected life of each option grant.  The risk-free interest rate is based on yields from Canadian Government Bond yields with a term equal to the expected term of the options being valued.  The expected life of options represents the period of time that the options are expected to be outstanding based on historical data of option holder exercise and termination behavior

For those options that were exercised in 2019, the intrinsic value of the options that were exercised was $2,067,497 and the fair value of the options that were exercised was $306,798.

The following table summarizes information about the stock options outstanding as at:

December 31, 2019:

 

Exercise price

 

Options outstanding

 

 

Options exercisable

 

$CAD

 

$USD

 

Number of

options

 

 

Weighted

average

remaining

contractual

life (years)

 

 

Weighted

average

exercise

price ($CAD)

 

 

Weighted

average

exercise

price ($USD)

 

 

Number of

options

 

 

Weighted

average

exercise

price ($CAD)

 

 

Weighted

average

exercise

price ($USD)

 

0.60 - 0.70

 

0.46 - 0.57

 

 

504,687

 

 

 

4.05

 

 

 

0.69

 

 

 

0.53

 

 

 

504,687

 

 

 

0.69

 

 

 

0.53

 

3.56 - 3.56

 

2.73 - 2.73

 

 

500,000

 

 

 

9.27

 

 

 

3.56

 

 

 

2.73

 

 

 

—

 

 

 

—

 

 

 

—

 

 

December 31, 2018:

 

Exercise price

 

Options outstanding

 

 

Options exercisable

 

$CAD

 

$USD

 

Number of

options

 

 

Weighted

average

remaining

contractual

life (years)

 

 

Weighted

average

exercise

price ($CAD)

 

 

Weighted

average

exercise

price ($USD)

 

 

Number of

options

 

 

Weighted

average

exercise

price ($CAD)

 

 

Weighted

average

exercise

price ($USD)

 

0.60 - 0.70

 

0.44 – 0.51

 

 

1,344,687

 

 

 

5.05

 

 

 

0.69

 

 

 

0.50

 

 

 

1,344,687

 

 

 

0.69

 

 

 

0.50

 

 

For the year ended December 31, 2019, the Company recognized $239,413 (2018 - $468), in compensation expense as a result of stock options awarded and vested.  Compensation expense is recorded in the consolidated statement of operations and comprehensive income and is allocated to product sales expenses, corporate expenses and anesthesia expenses on the same basis as the allocations of cash compensation.

 

(d)

Share unit plan:

In June 2017, the shareholders of the Company approved a Share Unit Plan.   Employees, directors and eligible consultants of the Company and its designated subsidiaries are eligible to participate in the Share Unit Plan. In accordance with the terms of the plan, the Company will approve those employees, directors and eligible consultants who are entitled to receive share units and the number of share units to be awarded to each participant. Each share unit awarded conditionally entitles the participant to receive one common share of the Company upon attainment of the share unit vesting criteria.  The vesting of share units is conditional upon the expiry of time-based vesting conditions or performance-based vesting conditions or a combination of the two.  Once the share units vest, the participant is entitled to receive the equivalent number of underlying common shares; the Company issues new shares in satisfying its obligations under the plan.  As at December 31, 2019, the Company is authorized to grant a further 482,679 awards under its share unit plan.

A summary of the status of the share unit plan as of December 31, 2019 and 2018 is as follows:

 

 

 

Time based

share units

 

 

Performance

based

share units

 

Outstanding, January 1, 2018

 

 

1,036,500

 

 

 

1,350,000

 

Issued

 

 

452,125

 

 

 

150,000

 

Exercised

 

 

(364,000

)

 

 

—

 

Forfeited

 

 

(79,375

)

 

 

—

 

Expired

 

 

—

 

 

 

—

 

Outstanding, December 31, 2018

 

 

1,045,250

 

 

 

1,500,000

 

Vested

 

 

—

 

 

 

—

 

Expected to vest

 

 

1,045,250

 

 

 

1,100,000

 

Outstanding, January 1, 2019

 

 

1,045,250

 

 

 

1,500,000

 

Issued

 

 

1,553,125

 

 

 

—

 

Exercised

 

 

(325,875

)

 

 

—

 

Forfeited

 

 

(125,000

)

 

 

(550,000

)

Expired

 

 

—

 

 

 

—

 

Outstanding, December 31, 2019

 

 

2,147,500

 

 

 

950,000

 

Vested

 

 

—

 

 

 

-

 

Expected to vest

 

 

2,147,500

 

 

 

-

 

 

 

 

Time based

share units

 

 

Performance

based

share units

 

Outstanding, January 1, 2019

 

 

1,045,250

 

 

 

1,500,000

 

Weighted average contractual life (years)

 

 

2.74

 

 

 

7.99

 

Outstanding, December 31, 2019

 

 

2,147,500

 

 

 

950,000

 

Weighted average contractual life (years)

 

 

3.03

 

 

 

7.02

 

 

For those share units that vested in 2019, the intrinsic value of the share units that vested was $1,038,456 and the fair value of the share units that vested was $1,159,913.

During the year ended December 31, 2019, the Company granted 1,553,125 time based share units.  The weighted average fair value for the time based units at the date of grant was $2.93 (CAD$3.81) per unit. The fair value per unit was based on the market value of the underlying shares at the date of issuance.

During the year ended December 31, 2019, the Company issued 325,875 shares in respect of the 325,875 time-based share units which vested during the year.

During the year ended December 31, 2018, the Company granted 452,125 time based share units and 150,000 performance based share units. The weighted average fair value for the time based units at the date of grant was $3.45 (CAD$4.71) per unit and the weighted average fair value per unit for the performance based share units granted in the in the period was $2.78 (CAD$3.79) per unit. The fair value per unit was based on the market value of the underlying shares at the date of issuance.

During the year ended December 31, 2018, the Company issued 364,000 shares in respect of the 364,000 time-based share units which vested during the year.

During the year ended December 31, 2019, the Company recognized $737,548 (2018 - $2,800,280), in compensation expense in relation to the granting and vesting of share units.

 

 

 

(e)

Normal Course Issuer Bid:

On November 6, 2017, the Board of Directors of the Company approved a normal course issuer bid to purchase outstanding shares of the Company.  On November 8, 2018, the Company’s normal course issuer bid was renewed, with a subsequent renewal on November 6, 2019.  Under the renewed bid, the Company may purchase up to 6,974,495 shares pursuant to the bid, representing no more than 9.8% of the Company’s shares outstanding on October 31, 2019.  All purchases of shares under the bid are made pursuant to an Automated Share Purchase Plan.  Subject to any block purchases made in accordance with the rules of the TSX, the bid is subject to a daily repurchase maximum of 14,875 shares.  Shares are purchased at the market price of the shares at the time of purchase and are purchased on behalf of the Company by a registered investment dealer through the facilities of the TSX or alternative Canadian and US marketplaces.

During 2019, the Company repurchased 1,607,579 of its shares for a total cost, including transaction fees, of $4,754,295 (CAD$6,313,347). As at December 31, 2019, all of these shares have been cancelled.

During 2018, the Company repurchased 1,264,900 of its shares for a total cost, including transaction fees, of $3,784,733 (CAD$4,945,155). As at December 31, 2018, 1,254,500 of these shares have been cancelled with the remaining 10,400 shares cancelled on January 4, 2019.

 

(f)

Earnings per share:

The calculation of basic earnings per share for the years ended December 31, 2019 and 2018 is as follows:

 

 

 

2019

 

 

2018

 

 

 

Net

earnings

 

 

Weighted

average

number

of common

shares

outstanding

 

 

Per share

amount

 

 

Net

earnings

 

 

Weighted

average

number

of common

shares

outstanding

 

 

Per share

amount

 

Net earnings attributable to shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

3,771,163

 

 

 

71,536,310

 

 

 

0.053

 

 

$

4,679,921

 

 

 

72,582,733

 

 

$

0.064

 

Share options

 

 

 

 

 

 

421,249

 

 

 

 

 

 

 

 

 

 

 

1,122,708

 

 

 

 

 

Share units

 

 

 

 

 

 

739,980

 

 

 

 

 

 

 

 

 

 

 

379,731

 

 

 

 

 

Diluted

 

$

3,771,163

 

 

 

72,697,539

 

 

$

0.052

 

 

$

4,679,921

 

 

 

74,085,172

 

 

$

0.063

 

 

For the year ended December 31, 2019, 502,529 options (2018 –221,979) and 1,883,204 share units (2018 – 2,095,260) were excluded from the diluted weighted average number of common shares calculation.

The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the period during which the options were outstanding.  The treasury method is used to determine the calculation of dilutive shares.