EX-99.2 3 ipa-ex992_84.htm EX-99.2 ipa-ex992_84.htm

Exhibit 99.2

 

 

 

 

IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

 

(Expressed in Canadian Dollars)

 

 


 

 

 

 

Crowe MacKay LLP

1100 ‑ 1177 West Hastings St.

Vancouver, BC V6E 4T5

Main  +1 (604) 687‑4511

Fax    +1 (604) 687‑5805

www.crowemackay.ca

 

 

 

Independent Auditor's Report

To the Shareholders of ImmunoPrecise Antibodies Ltd.

 

Opinion

 

We have audited the consolidated financial statements of ImmunoPrecise Antibodies Ltd. ("the Group"), which comprise the consolidated statements of financial position as at April 30, 2021 and April 30, 2020 and the consolidated statements of comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

 

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at April 30, 2021 and April 30, 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.

 

Basis for Opinion

 

We conducted our audit in accordance with generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Other Information

 

Management is responsible for the other information. The other information comprises:

 

Management's Discussion and Analysis

 

 

SEC Form 40‑F

 

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

 

We obtained the other information prior to the date of this auditor's report.  If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report.  We have nothing to report in this regard.

 

 

 


 

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

 

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

 

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

 

As part of an audit in accordance with generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

 

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

 

 

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

 

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

 

 

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

 

 

 


 

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

The engagement partner on the audit resulting in this independent auditor's report is Keith Gagnon.

 

"Crowe MacKay LLP"

Chartered Professional Accountants

Vancouver, Canada

July 27, 2021

 

 

 

 

 

 

 


IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian dollars)

 

 

(in thousands)

 

Note

 

 

April 30,

2021

$

 

 

April 30,

2020

$

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

 

 

 

 

41,759

 

 

 

2,606

 

Amounts receivable

 

 

 

 

 

 

2,858

 

 

 

2,492

 

Sales tax receivable

 

 

 

 

 

 

491

 

 

 

88

 

Inventory

 

 

 

 

 

 

1,204

 

 

 

819

 

Unbilled revenue

 

 

 

 

 

 

770

 

 

 

1,168

 

Prepaid expenses

 

 

 

 

 

 

1,776

 

 

 

526

 

 

 

 

 

 

 

 

48,858

 

 

 

7,699

 

Restricted cash

 

 

 

 

 

 

79

 

 

 

85

 

Deposit on equipment

 

 

 

 

 

 

52

 

 

 

88

 

Investment

 

 

8

 

 

 

111

 

 

 

119

 

Property and equipment

 

 

9

 

 

 

4,024

 

 

 

3,078

 

Intangible assets

 

6, 7, 10

 

 

 

6,058

 

 

 

8,285

 

Goodwill

 

6, 7

 

 

 

7,777

 

 

 

7,909

 

Total assets

 

 

 

 

 

 

66,959

 

 

 

27,263

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

16

 

 

 

3,011

 

 

 

1,766

 

Sales tax payable

 

 

 

 

 

 

140

 

 

 

 

Deferred revenue

 

 

 

 

 

 

1,111

 

 

 

1,475

 

Debentures

 

 

11

 

 

 

 

 

 

2,000

 

Income taxes payable

 

 

 

 

 

 

326

 

 

 

 

Loans payable

 

 

12

 

 

 

 

 

 

122

 

Leases

 

 

14

 

 

 

986

 

 

 

752

 

Deferred acquisition payments

 

6, 7

 

 

 

498

 

 

 

1,815

 

 

 

 

 

 

 

 

6,072

 

 

 

7,930

 

Debenture subscriptions received

 

 

13

 

 

 

 

 

 

313

 

Loans payable

 

 

12

 

 

 

 

 

 

190

 

Convertible debentures – liability component

 

 

13

 

 

 

1,531

 

 

 

 

Leases

 

 

14

 

 

 

940

 

 

 

1,132

 

Deferred acquisition payments

 

6, 7

 

 

 

 

 

 

1,011

 

Deferred income tax liability

 

 

 

 

 

 

1,492

 

 

 

1,601

 

 

 

 

 

 

 

 

10,035

 

 

 

12,177

 

SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

 

15

 

 

 

80,102

 

 

 

34,087

 

Convertible debentures – equity component

 

 

13

 

 

 

127

 

 

 

 

Contributed surplus

 

 

15

 

 

 

7,201

 

 

 

3,778

 

Accumulated other comprehensive income (loss)

 

 

 

 

 

 

(687

)

 

 

(300

)

Deficit

 

 

 

 

 

 

(29,819

)

 

 

(22,479

)

 

 

 

 

 

 

 

56,924

 

 

 

15,086

 

Total liabilities and shareholders’ equity

 

 

 

 

 

 

66,959

 

 

 

27,263

 

 

Nature of operations (Note 1)

Commitments (Note 19)

Subsequent events (Note 24)

 

Approved and authorized on behalf of the Board of Directors on July 27, 2021

 

         “James Kuo”         Director                                                “Greg Smith”             Director

The accompanying notes are an integral part of these consolidated financial statements

5


IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Expressed in Canadian dollars)

 

(in thousands, except share data)

 

Note

 

 

Year ended April 30,

2021

$

 

 

Year ended April 30,

2020

$

 

REVENUE

 

 

 

 

 

 

17,912

 

 

 

14,058

 

COST OF SALES

 

 

 

 

 

 

6,374

 

 

 

6,024

 

GROSS PROFIT

 

 

 

 

 

 

11,538

 

 

 

8,034

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

 

 

 

 

 

691

 

 

 

378

 

Amortization and depreciation

 

9, 10

 

 

 

2,737

 

 

 

2,573

 

Bad debt expense

 

 

 

 

 

 

4

 

 

 

48

 

Consulting fees

 

 

 

 

 

 

348

 

 

 

227

 

Foreign exchange loss (gain)

 

 

 

 

 

 

163

 

 

 

(78

)

Insurance

 

 

 

 

 

 

748

 

 

 

135

 

Interest and bank charges

 

 

 

 

 

 

517

 

 

 

537

 

Management fees

 

 

16

 

 

 

269

 

 

 

653

 

Office and general

 

 

 

 

 

 

1,443

 

 

 

872

 

Professional fees

 

 

 

 

 

 

1,428

 

 

 

884

 

Rent

 

 

 

 

 

 

191

 

 

 

128

 

Repairs and maintenance

 

 

 

 

 

 

134

 

 

 

80

 

Research and development

 

 

 

 

 

 

1,974

 

 

 

446

 

Salaries and benefits

 

 

16

 

 

 

5,600

 

 

 

4,619

 

Share-based payments

 

15, 16

 

 

 

2,748

 

 

 

739

 

Telephone and utilities

 

 

 

 

 

 

68

 

 

 

50

 

Travel

 

 

 

 

 

 

74

 

 

 

296

 

 

 

 

 

 

 

 

19,137

 

 

 

12,587

 

Loss before other income (expenses) and income taxes

 

 

 

 

 

 

(7,599

)

 

 

(4,553

)

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

 

 

 

 

Accretion

 

6, 7, 11, 13

 

 

 

(346

)

 

 

(900

)

Grant Income

 

20

 

 

 

1,895

 

 

 

220

 

Subsidy Income

 

20

 

 

 

844

 

 

 

 

Interest and other income

 

 

 

 

 

 

282

 

 

 

52

 

Unrealized foreign exchange loss

 

 

 

 

 

 

(1,071

)

 

 

 

Loss on settlement

 

11, 15

 

 

 

 

 

 

(112

)

 

 

 

 

 

 

 

1,604

 

 

 

(740

)

Loss before income taxes

 

 

 

 

 

 

(5,995

)

 

 

(5,293

)

Income taxes

 

23

 

 

 

(1,345

)

 

 

346

 

NET LOSS FOR THE YEAR

 

 

 

 

 

 

(7,340

)

 

 

(4,947

)

ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO LOSS

 

 

 

 

 

 

 

 

 

 

 

 

Exchange difference on translating foreign operations

 

 

 

 

 

 

(387

)

 

 

(72

)

COMPREHENSIVE LOSS FOR THE YEAR

 

 

 

 

 

 

(7,727

)

 

 

(5,019

)

LOSS PER SHARE – BASIC AND DILUTED

 

 

 

 

 

 

(0.45

)

 

 

(0.36

)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

 

 

 

 

 

16,474,350

 

 

 

13,628,896

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

6


IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Expressed in Canadian dollars)

 

 

(in thousands, except share data)

 

Number of

Shares

 

 

Share Capital

$

 

 

Convertible

Debentures

– Equity

Component

$

 

 

Contributed

Surplus

$

 

 

Accumulated

Other

Comprehensive

(Loss) Income

$

 

 

Deficit

$

 

 

Total

$

 

Balance, April 30, 2019

 

 

13,587,865(1)

 

 

 

32,699

 

 

 

 

 

 

3,074

 

 

 

(228

)

 

 

(17,477

)

 

 

18,068

 

Adoption of IFRS 16 (Note 4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(55

)

 

 

(55

)

Balance, May 1, 2019

 

 

13,587,865

 

 

 

32,699

 

 

 

 

 

 

3,074

 

 

 

(228

)

 

 

(17,532

)

 

 

18,013

 

Shares issued pursuant to settlement of Debentures and accrued interest

 

 

248,959

 

 

 

859

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

859

 

Shares issued pursuant to option exercise

 

 

11,000

 

 

 

29

 

 

 

 

 

 

(12

)

 

 

 

 

 

 

 

 

17

 

Shares issued pursuant to warrant exercise

 

 

136,194

 

 

 

500

 

 

 

 

 

 

(23

)

 

 

 

 

 

 

 

 

477

 

Share-based payments

 

 

 

 

 

 

 

 

 

 

 

739

 

 

 

 

 

 

 

 

 

739

 

Comprehensive loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(72

)

 

 

(4,947

)

 

 

(5,019

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2020

 

 

13,984,018

 

 

 

34,087

 

 

 

 

 

 

3,778

 

 

 

(300

)

 

 

(22,479

)

 

 

15,086

 

Shares issued pursuant to deferred acquisition payment to IPA Europe

 

 

132,833

 

 

 

511

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

511

 

Shares issued pursuant to deferred acquisition payment to UPE

 

 

203,178

 

 

 

1,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,047

 

Shares issued pursuant to option exercise

 

 

189,100

 

 

 

1,047

 

 

 

 

 

 

(363

)

 

 

 

 

 

 

 

 

684

 

Shares issued pursuant to warrant exercise

 

 

2,568,417

 

 

 

15,425

 

 

 

 

 

 

(409

)

 

 

 

 

 

 

 

 

15,016

 

Convertible debentures

 

 

 

 

 

 

 

 

204

 

 

 

 

 

 

 

 

 

 

 

 

204

 

Shares issued pursuant to conversion of convertible debentures

 

 

232,934

 

 

 

981

 

 

 

(77

)

 

 

 

 

 

 

 

 

 

 

 

904

 

Share-based payments

 

 

 

 

 

 

 

 

 

 

 

2,748

 

 

 

 

 

 

 

 

 

2,748

 

Shares issued pursuant to bought deal offering of common shares

 

 

1,858,736

 

 

 

27,004

 

 

 

 

 

 

1,447

 

 

 

 

 

 

 

 

 

28,451

 

Comprehensive loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(387

)

 

 

(7,340

)

 

 

(7,727

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2021

 

 

19,169,216

 

 

 

80,102

 

 

 

127

 

 

 

7,201

 

 

 

(687

)

 

 

(29,819

)

 

 

56,924

 

 

(1)

The balance of shares is reflected on a post-consolidation basis, taking into account rounding for fractional shares.

The accompanying notes are an integral part of these consolidated financial statements

7


IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

(in thousands)

 

2021

$

 

 

2020

$

 

Operating activities:

 

 

 

 

 

 

 

 

Net loss for the period

 

 

(7,340

)

 

 

(4,947

)

Items not affecting cash:

 

 

 

 

 

 

 

 

Amortization and depreciation

 

 

3,713

 

 

 

3,407

 

Deferred income taxes

 

 

(83

)

 

 

(455

)

Accretion

 

 

346

 

 

 

900

 

Interest expense settled in shares

 

 

 

 

 

47

 

Loan forgiven

 

 

(280

)

 

 

 

Foreign exchange

 

 

1,234

 

 

 

(48

)

Reclassification of capitalized development costs

 

 

80

 

 

 

 

Change in fair value of investment

 

 

 

 

 

(28

)

Loss on settlement

 

 

 

 

 

112

 

Share-based payments

 

 

2,748

 

 

 

739

 

 

 

 

418

 

 

 

(273

)

Changes in non-cash working capital related to operations:

 

 

 

 

 

 

 

 

Amounts receivable

 

 

(439

)

 

 

(933

)

Inventory

 

 

(316

)

 

 

(23

)

Unbilled revenue

 

 

393

 

 

 

(775

)

Prepaid expenses

 

 

(1,342

)

 

 

(193

)

Accounts payable and accrued liabilities

 

 

876

 

 

 

172

 

Taxes payable and receivable

 

 

62

 

 

 

(116

)

Deferred revenue

 

 

(252

)

 

 

750

 

Net cash provided by (used in) operating activities

 

 

(600

)

 

 

(1,391

)

Investing activities:

 

 

 

 

 

 

 

 

Purchase of equipment

 

 

(1,375

)

 

 

(374

)

Deposit on equipment

 

 

(52

)

 

 

(88

)

Internally generated development costs

 

 

 

 

 

(114

)

Deferred acquisition payment

 

 

(1,029

)

 

 

(1,007

)

Net cash used in investing activities

 

 

(2,456

)

 

 

(1,583

)

Financing activities:

 

 

 

 

 

 

 

 

Proceeds on share issuance, net of transaction costs

 

 

44,151

 

 

 

493

 

Repayment of leases

 

 

(945

)

 

 

(657

)

Proceeds from loans

 

 

 

 

 

283

 

Loan repayments

 

 

(29

)

 

 

(83

)

Proceeds from convertible debentures, net of transaction costs

 

 

2,202

 

 

 

313

 

Repayment of debentures

 

 

(2,000

)

 

 

(175

)

Net cash provided by (used in) financing activities

 

 

43,379

 

 

 

174

 

Increase (decrease) in cash during the year

 

 

40,323

 

 

 

(2,800

)

Foreign exchange

 

 

(1,176

)

 

 

(48

)

Cash – beginning of the year

 

 

2,691

 

 

 

5,539

 

Cash – end of the year

 

 

41,838

 

 

 

2,691

 

Cash is comprised of:

 

 

 

 

 

 

 

 

Cash

 

 

41,759

 

 

 

2,606

 

Restricted cash

 

 

79

 

 

 

85

 

 

 

 

41,838

 

 

 

2,691

 

Cash paid for interest

 

 

120

 

 

 

301

 

Cash paid for income tax

 

 

1,096

 

 

 

238

 

Supplemental cash flow information (Note 22)

The accompanying notes are an integral part of these consolidated financial statements

8


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

1.

NATURE OF OPERATIONS

 

ImmunoPrecise Antibodies Ltd. (the "Company" or “IPA”) was incorporated under the laws of Alberta on November 22, 1983. The Company is listed on the TSX Venture Exchange (the “Exchange”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s common shares were approved for listing on the NASDAQ Global Market (“Nasdaq”) under the trading ticker symbol “IPA.” Trading on Nasdaq commenced at market open on December 30, 2020. The Company is a supplier of custom hybridoma development services. The address of the Company's corporate office is 3204 – 4464 Markham Street, Victoria, BC, Canada V8Z 7X8.

 

On November 23, 2020, the Company consolidated its issued and outstanding common shares on the basis of 5 pre-consolidation shares for one post-consolidation share (the “Consolidation”). All references to share and per share amounts in these consolidated financial statements have been retroactively restated to reflect the Consolidation.

 

The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. This assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. The Company has incurred operating losses since inception, including $7.3 million for the year ended April 30, 2021 and has accumulated a deficit of $29.8 million as of April 30, 2021.  The Company has $41.8 million cash on hand as of April 30, 2021 which will sustain its existing operations through at least 2022. The Company may need to raise additional funds in order to funds its strategic goals and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and profitability of its operations.

 

In March 2020, there was a global pandemic outbreak of COVID-19.  The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and specifically, the regional economies in which the Company operates. The pandemic could result in delays in the course of business and could have a negative impact on the Company’s ability to raise new capital. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time.  Accordingly, the consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the consolidated financial statements.

2.

BASIS OF PRESENTATION

 

(a)

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and include the significant accounting policies as described in Note 3.

These consolidated financial statements were approved by the Board of Directors. 

9


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

(b)

Basis of measurement

These consolidated financial statements have been prepared on the historical cost basis. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cashflow information.

 

(c)

Basis of consolidation

These consolidated financial statements include the financial statements of the Company and the following subsidiaries which are wholly owned and subject to control by the Company:

 

Name of Subsidiary

 

% Equity

Interest - 2021

 

 

% Equity

Interest - 2020

 

 

Country of

Incorporation

 

Functional Currency

ImmunoPrecise Antibodies (Canada) Ltd.

 

100%

 

 

100%

 

 

Canada

 

Canadian dollar

ImmunoPrecise Antibodies (USA) Ltd. ("IPA USA")

 

100%

 

 

100%

 

 

USA

 

US dollar

ImmunoPrecise Antibodies (N.D.) Ltd.

 

100%

 

 

100%

 

 

USA

 

US dollar

ImmunoPrecise Antibodies (MA) LLC

 

100%

 

 

100%

 

 

USA

 

US dollar

Talem Therapeutics LLC ("Talem")

 

100%

 

 

100%

 

 

USA

 

US dollar

U-Protein Express B.V. (“U-Protein”)

 

0%

 

 

100%

 

 

Netherlands

 

Euro

ImmunoPrecise Netherlands B.V.

 

100%

 

 

100%

 

 

Netherlands

 

Euro

ImmunoPrecise Antibodies (Europe) B.V. ("IPA Europe", formerly ModiQuest Research B.V.)

 

100%

 

 

100%

 

 

Netherlands

 

Euro

Immulease B.V. ("Immulease")

 

0%

 

 

100%

 

 

Netherlands

 

Euro

ImmunoPrecise Antibodies (Quebec), Ltd.

 

100%

 

 

0%

 

 

Canada

 

Canadian dollar

9438-9244 Quebec, Inc

 

100%

 

 

0%

 

 

Canada

 

Canadian dollar

 

Control is achieved when the Company has the power to, directly or indirectly, govern the financial and operating policies of an entity so as to obtain benefits from its activities.  Subsidiaries are fully consolidated from the date on which control is obtained and continue to be consolidated until the date that such control ceases. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.

The Company incorporated new subsidiaries, ImmunoPrecise Antibodies (USA) Ltd., in Delaware, USA on September 11, 2019, and ImmunoPrecise Antibodies (Quebec), Ltd. and 9438-9244 Quebec, Inc on March 30, 2021.

 

The Company merged U-Protein Express B.V. and Immulease B.V. into ImmunoPrecise Antibodies (Europe) B.V., a wholly owned subsidiary of ImmunoPrecise Netherlands B.V., on January 1, 2021.

 

(d)

Functional and presentation currency

The functional currency of a company is the currency of the primary economic environment in which the company operates.  The presentation currency for a company is the currency in which the company chooses to present its financial statements. The presentation currency of the Company is the Canadian dollar.

Entities whose functional currencies differ from the presentation currency are translated into Canadian dollars as follows: assets and liabilities – at the closing rate as at the reporting date, and income and expenses – at the average rate of the period.  All resulting changes are recognized in other comprehensive income as cumulative translation differences.

 

10


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

Transactions in foreign currencies are translated into the functional currency at exchange rates at the date of the transactions.  Foreign currency monetary assets and liabilities are translated at the functional currency exchange rate at the reporting date.  Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions.  Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.  All gains and losses on translation of these foreign currency transactions are included in profit or loss.

 

When the Company disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss.  If an entity disposes of part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary are reallocated between controlling and non-controlling interests.

3.

SIGNIFICANT ACCOUNTING POLICIES

 

Business combinations

 

Acquisitions of businesses are accounted for using the acquisition model. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, Financial Instruments: Recognition and Measurement or IAS 37, Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss.

 

11


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

Revenue recognition

The Company recognizes revenue from sale of antibodies and service agreements.  

Sale of antibodies:

Revenue from sale of antibodies is recognized when the terms of a contract with a customer have been satisfied. This occurs when:

 

 

The control over the product has been transferred to the customer; and

 

The product is received by the customer or transfer of title to the customer occurs upon shipment.

 

Following delivery, the customer bears the risks of obsolescence and loss in relation to the goods. Revenue is recognized based on the price specified in the contract, net of estimated sales discounts and returns.

 

Contract revenue:

Revenues from contracted services are generally recognized as the performance obligations are satisfied over time, and the related expenditures are incurred pursuant to the terms of the agreement. Contract revenue is recognized on a percentage of completion basis when the key milestones contained within the contract are satisfied and there is an enforceable right to payment for performance completed to date. For contracts with no enforceable right to payment when the contract is incomplete, contract revenue is recognized on a completed contract basis when the customers are satisfied with the service at the end of the contract.

 

Unbilled revenue and deferred revenue:

Amounts recognized as revenue in excess of billings are classified as unbilled revenue. Amounts received in advance of the performance of services are classified as deferred revenue.

 

Cost of sales:

Cost of sales includes materials, direct labour, and allocation of overhead including depreciation of lab equipment.

 

Financial instruments

 

Recognition and Classification

The Company recognizes a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument.  

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics.

 

12


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required

to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

 

 

 

Classification and

measurement IFRS 9

Cash

 

Amortized cost

Amounts receivable

 

Amortized cost

Investment

 

FVTPL

Accounts payable and accrued liabilities

 

Amortized cost

Convertible debentures

 

Amortized cost

Deferred acquisition payments

 

Amortized cost

 

Measurement

 

Financial assets and liabilities at FVTPL:

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognized in other comprehensive income (loss).

 

Financial assets at FVTOCI:

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

 

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Impairment of financial assets at amortized cost:

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost.  At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

 

Derecognition

 

Financial assets:

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

13


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

Financial liabilities:

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets, is recognized in profit or loss.

 

Government assistance

 

The Company periodically applies for financial assistance under available government incentive programs. Government assistance relating to capital expenditures is reflected as a reduction of the cost of such assets. Government assistance relating to research and development expenditures is recorded as a reduction of current year's expenses when the related expenditures are incurred.

 

Government grant

 

The Company periodically applies for financial assistance under available government incentive programs. The grant is recognized when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants will be received. All funds received as part of the grant or subsidies are reflected in grant and subsidy income as awarded.

 

Inventory

 

Inventory consists of supplies, parts and antibodies and is valued at the lower of average cost and net realizable value. Costs include acquisition, freight and other directly attributable costs.

 

Equipment and leasehold improvements

 

Equipment and leasehold improvements are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the following terms:

 

Asset

Basis

Term

Lab equipment

Straight line

5 years

Furniture and equipment

Straight line

5 years

Computer hardware

Straight line

2 years

Computer software

Straight line

1 year

Building

Straight line

Remaining term of the property lease

Automobile

Straight line

4 years

Leasehold improvements

Straight line

Remaining term of the lease plus the first renewal option

 

Intangible assets

 

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

 

The useful lives of intangible assets are assessed as either finite or indefinite.

 

14


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in profit or loss in the expense category that is consistent with the function of the intangible assets.

 

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

 

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognised.

 

Goodwill


Goodwill represents the excess of the purchase price in a business combination over the fair value of net
tangible and intangible assets acquired. Goodwill is not subject to amortization and an impairment test is performed annually or as events occur that could indicate impairment.  Goodwill is reported at cost less any impairment.

 

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“CGU”s). To test for impairment, goodwill is allocated to each of the Company’s CGUs, groups of CGUs, or an operating segment expected to benefit from the acquisition. Goodwill is tested by combining the carrying amounts of equipment and leasehold improvements, intangible assets and goodwill and comparing this to the recoverable amount. Fair value less costs of disposal is price to be received in an orderly transaction between market participants. Value in use is assessed using the present value of the expected future cash flows. Any excess of the carrying amount over the recoverable amount is recorded as impairment. Impairment charges, which are not tax affected, are recognized in profit or loss and are not reversed.

 

Impairment of long-lived assets

 

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by comparison of their carrying amount to the recoverable amount. The recoverable amount is the higher of the fair value less selling costs or the value in use. Value in use is determined by the present value of the future cash flows from the asset. If the recoverable amount is less than the carrying amount, then there is impairment. Where an impairment loss exists, the portion of the carrying amount exceeding the recoverable amount is recorded as an expense immediately. Assets that have been impaired in prior periods are tested for possible reversal of impairment whenever events or changes in circumstance indicate that the impairment has reversed. If the impairment has reversed, the carrying amount of the asset is increased to its recoverable amount but not beyond the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. The reversal is recognized in profit or loss immediately.

 

15


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

Income taxes

 

Income taxes are recognized in the statement of comprehensive income (loss), except where they relate to items recognized directly in equity, in which case the related taxes are recognized in equity.

 

Deferred tax assets and liabilities are recognized based on the difference between the tax and accounting values of assets and liabilities and are calculated using enacted or substantively enacted tax rates for the periods in which the differences are expected to reverse. The effect of tax rate changes is recognized in profit or loss or equity, as applicable, in the period of substantive enactment.

 

Current taxes receivable or payable are estimated on taxable income for the current year at the statutory tax rates enacted or substantively enacted.

 

Deferred tax assets are recognized only to the extent that it is probable that future taxable profits of the relevant entity or group of entities, in a particular jurisdiction, will be available against which the assets can be utilized.

As an exception, deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of goodwill or an asset or liability in a transaction (other than in a business combination) that affects neither accounting profit nor taxable profit.

 

Investment tax credits (“ITCs”) are accounted for as a reduction in the cost of the expense when there is reasonable assurance that such credits will be realized. These ITCs are used to reduce current income taxes payable.

 

Leases

 

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

 

Leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

 

Each lease payment is allocated between repayment of the lease principal and interest.  Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability.  Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs.  The Company subsequently measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability.  Right-of-use assets are depreciated over the shorter of the asset’s useful life or the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

 

16


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

Share capital

 

Equity instruments are contracts that give a residual interest in the net assets of the Company. The Company's common shares are classified as equity instruments.

 

Proceeds from unit placements are allocated between common shares and warrants issued based on the residual value method, with the common shares being valued first.

 

Share issuance costs

 

Costs directly identifiable with the raising of share capital financing are charged against share capital. Share issuance costs incurred in advance of share subscriptions are recorded as deferred assets. Share issuance costs related to uncompleted share subscriptions are charged to operations.

 

Share-based payments

 

Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period.  Performance vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest.  Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted.  As long as all other vesting conditions are satisfied, a charge is made irrespective of whether these vesting conditions are satisfied.  The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.

 

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

 

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in profit or loss, unless they are related to the issuance of shares.  Amounts related to the issuance of shares are recorded as a reduction of share capital.

 

When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.  The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

 

All equity-settled share-based payments are reflected in contributed surplus, until exercised.  Upon exercise, shares are issued from treasury and the amount reflected in contributed surplus is credited to share capital, adjusted for any consideration paid.

 

Where a grant of options is cancelled or settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period.  Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date.  Any such excess is recognized as an expense.

 

17


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

Earnings (loss) per share

 

Basic earnings (loss) per share is calculated by dividing the net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. In periods where a net loss is incurred, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive and basic and diluted loss per common share is the same. In a profit year, under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average price during the year.

4.

ADOPTION OF NEW ACCOUNTING STANDARDS

The Company has adopted the following new standards, along with any consequential amendments, effective May 1, 2019. These changes were made in accordance with the applicable transitional provisions.

The Company adopted all of the requirements of IFRS 16, Leases (“IFRS 16”) as of May 1, 2019. IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The Company has adopted IFRS 16 using the modified retrospective application method, where the 2019 comparatives are not restated and a cumulative catch up adjustment is recorded on May 1, 2019 for any differences identified, including adjustments to opening deficit balance.

The Company analyzed its contracts to identify whether they contain a lease arrangement for the application of IFRS 16.  The following is the Company’s new accounting policy for leases under IFRS 16:

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest.  Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability.  Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs.  The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability.  Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

On the date of transition, the Company recorded a right-of-use asset of $1.7 million related to the office rent in property and equipment, and the lease obligation of $1.7 million was recorded as at May 1, 2019, discounted using the Company’s incremental borrowing rate of 8%, and measured at an amount equal to the lease obligation as if IFRS 16 had been applied since the commencement date. The net difference between right-

18


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

of-use assets and lease liabilities on the date of transition was recognized as a deficit adjustment of $54,744 on May 1, 2019.

Standards not yet adopted

Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37)

The amendments to IAS 37 specify which costs an entity includes in determining the cost of fulfilling a contract for the purpose of assessing whether the contract is onerous. Costs that relate directly to a contract can either be incremental costs of fulfilling contracts (an example would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract).

These amendments are effective for reporting periods beginning on or after January 1, 2022.

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)

The amendments to IAS 1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date.

These amendments are effective for reporting periods beginning on or after January 1, 2023.

5.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Significant areas requiring the use of estimates and judgments are as follows:

Functional currency

The Company has used judgment in determining the currency of the primary economic environment in which the entity operates.

Amounts receivable

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade receivable balances will be paid.  Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.

Property and equipment

The Company has used estimates in the determination of the expected useful lives of property and equipment.

Revenue recognition

The percentage-of-completion method requires the use of estimates to determine the stage of completion which is used to determine the recorded amount of revenue, unbilled revenue and deferred revenue on uncompleted contracts.  The determination of anticipated revenues includes the contractually agreed revenue and may also involve estimates of future revenues if such additional revenues can be reliably estimated and it is considered probable that they will be recovered.  The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety of factors, including the cost of materials,

19


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

labour, and sub-contractors.  The determination of estimates is based on the Company’s business practices as well as its historical experience.

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“CGU”s).  Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment-based, a formal estimate of recoverable amount is performed and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to two different CGUs. The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period based on past experience and actual operating results.

The Company performed its annual goodwill impairment test in April 2021 and no impairment was indicated
for the period tested. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on historical data from both internal and external sources. Weighted average costs of capital of 17.02% and 13.10%, respectively, were used in the assessments of the two CGUs.

Determination of segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. All operating segments’ results are reviewed by the Company’s
management in order to make decisions regarding the allocation of resources to the segment. Segment results include items directly attributable to a segment as those that can be allocated on a reasonable basis.

The Company provides antibody production and related services in one distinct segment.

Life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods.

20


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

6.

ACQUISITION OF U-PROTEIN  

On August 22, 2017, the Company completed the acquisition of U-Protein whereby the Company acquired all of the issued and outstanding shares of U-Protein for €6.83 million on terms as follows:

 

€2.7 million (CAD$4.1 million) was paid in cash on closing;

 

606,101 common shares of the Company were issued on closing; and

 

€2.0 million in deferred payments over a three-year period. The deferred payments can be made in cash or common shares of the Company at the election of U-Protein shareholders.

The transaction was accounted for as a business combination, as the operations of U-Protein meet the definition of a business. As the transaction was accounted for as a business combination, transaction costs of $17,717 were expensed.  The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of U-Protein. Goodwill recorded is allocated in its entirety to U-Protein. The fair value of the 606,101 common shares issued ($3.0 million) was determined based on the Canadian dollar equivalent of the consideration required of €2.0 million pursuant to the share purchase agreement.  The Company has allocated the purchase price as follows:

 

(in thousands)

 

$

 

Cash

 

 

4,063

 

606,101 common shares of the Company

 

 

3,022

 

Fair value of deferred payments

 

 

2,134

 

Fair value of consideration

 

 

9,219

 

 

 

 

 

 

Cash

 

 

797

 

Amounts receivable

 

 

371

 

Unbilled revenue

 

 

113

 

Inventory

 

 

37

 

Investment

 

 

90

 

Equipment, net of accumulated amortization

 

 

216

 

Intellectual property (not deductible for tax purposes)

 

 

4,064

 

Goodwill (not deductible for tax purposes)

 

 

4,656

 

Accounts payable and accrued liabilities

 

 

(270

)

Income taxes payable

 

 

(44

)

Deferred income tax liability

 

 

(811

)

 

 

 

9,219

 

 

21


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

The deferred payments of €2.0 million over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 16.2% was used. The final deferred acquisition payment was made in December 2020 and the U-Protein shareholders elected to receive common shares of the Company, totaling  203,178.  The changes in the value of the deferred payments during the years ended April 30, 2021 and 2020 are as follows:

 

(in thousands)

 

$

 

Balance, April 30, 2019

 

 

1,563

 

Accretion expense

 

 

350

 

Payment

 

 

(1,007

)

Foreign exchange

 

 

26

 

Balance, April 30, 2020

 

 

932

 

Accretion expense

 

 

89

 

Payment made in common shares

 

 

(1,047

)

Foreign exchange

 

 

26

 

Balance, April 30, 2021

 

 

 


22


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

7.

ACQUISITION OF IPA EUROPE AND IMMULEASE

On April 5, 2018, the Company acquired all of the issued and outstanding shares of IPA Europe and its sister entity, Immulease, for an aggregate purchase price of €7.0 million on terms as follows:

 

€2.5 million (CAD$4.0 million) was paid in cash on closing;

 

1,320,080 common shares of the Company were issued on closing; and

 

€2.0 million in deferred payments over a three-year period. The deferred payments are made in three equal installments of cash and equity totaling €666,666 and prorated if the EBITDA of IPA Europe for the fiscal year preceding the date of payment is less than its average EBITDA over the previous two fiscal years.  During the year ended April 30, 2019, the Company and the seller entered into an Amendment, Termination and Settlement Agreement whereby the deferred payments shall no longer be subject to an adjustment and will be paid in equal installments of cash and equity totaling €666,666.

The transaction was accounted for as a business combination, as the operations of IPA Europe and Immulease meet the definition of a business. As the transaction was accounted for as a business combination, transaction costs of $36,821 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of IPA Europe. Goodwill recorded is allocated in its entirety to IPA Europe.  The fair value of the 1,320,080 common shares issued ($4.9 million) was determined to be $3.70 per share based on the fair value of the Company’s shares immediately prior to the completion of the acquisition. The Company has allocated the purchase price as follows:

 

(in thousands)

 

$

 

Cash

 

 

3,988

 

1,320,080 common shares of the Company

 

 

4,884

 

Fair value of deferred payments

 

 

2,354

 

Fair value of consideration

 

 

11,226

 

 

 

 

 

 

Cash

 

 

270

 

Amounts receivable

 

 

572

 

Unbilled revenue

 

 

90

 

Inventory

 

 

2,287

 

Equipment, net of accumulated amortization

 

 

568

 

Software

 

 

31

 

Intangible assets (not deductible for tax purposes)

 

 

6,305

 

Goodwill (not deductible for tax purposes)

 

 

3,641

 

Accounts payable and accrued liabilities

 

 

(580

)

Deferred revenue

 

 

(23

)

Loans

 

 

(299

)

Deferred income tax liability

 

 

(1,636

)

 

 

 

11,226

 

 

23


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

The deferred payments of €2.0 million over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 14% was used.  The changes in the value of the deferred payments during the years ended April 30, 2021 and 2020 are as follows:

 

(in thousands)

 

$

 

Balance, April 30, 2019

 

 

1,501

 

Accretion expense

 

 

383

 

Foreign exchange

 

 

10

 

Balance, April 30, 2020

 

 

1,894

 

Accretion expense

 

 

133

 

Repayment

 

 

(1,540

)

Foreign exchange

 

 

11

 

Balance, April 30, 2021

 

 

498

 

 

8.

INVESTMENT  

Investment consists of a 29% (2020 – 29%) interest in QVQ Holding B.V. (“QVQ”), which is recorded using the equity method, being the best approximation of the investment’s fair value.  Judgment is required as to the extent of influence that the Company has over QVQ.  The Company considered the extent of voting power over the entity, the power to participate in financial and operating policy decisions of the entity, representation on the board of directors, material transactions between the entities, interchange of management personnel, and provision of essential technical information.   The Company has determined that the Company is not considered to have significant influence over QVQ, as the Company does not have the power to participate in financial and operating policy decisions, does not have representation on the Board of Directors of QVQ, and the majority of the common shares are held by QVQ management.

 

24


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

9.

PROPERTY AND EQUIPMENT

 

(in thousands)

 

Computer

Hardware

 

 

Furniture &

Equipment

 

 

Computer

Software

 

 

Building

 

 

Automobile

 

 

Leasehold

Improvements

 

 

Lab

Equipment

 

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2019

 

 

111

 

 

 

111

 

 

 

130

 

 

 

 

 

 

 

 

 

393

 

 

 

3,369

 

 

 

4,114

 

IFRS 16 transition adjustment

 

 

 

 

 

 

 

 

 

 

 

1,669

 

 

 

 

 

 

 

 

 

 

 

 

1,669

 

Additions

 

 

17

 

 

 

 

 

 

 

 

 

905

 

 

 

49

 

 

 

6

 

 

 

350

 

 

 

1,327

 

Disposals

 

 

(74

)

 

 

(75

)

 

 

(80

)

 

 

(196

)

 

 

 

 

 

(49

)

 

 

(633

)

 

 

(1,107

)

Foreign exchange

 

 

 

 

 

 

 

 

 

 

 

6

 

 

 

1

 

 

 

1

 

 

 

12

 

 

 

20

 

Balance, April 30, 2020

 

 

54

 

 

 

36

 

 

 

50

 

 

 

2,384

 

 

 

50

 

 

 

351

 

 

 

3,098

 

 

 

6,023

 

Additions

 

 

42

 

 

 

 

 

 

 

 

 

582

 

 

 

45

 

 

 

2

 

 

 

2,001

 

 

 

2,672

 

Disposals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18

)

 

 

(18

)

Lease modification

 

 

 

 

 

 

 

 

 

 

 

(188

)

 

 

 

 

 

 

 

 

 

 

 

(188

)

Foreign exchange

 

 

 

 

 

 

 

 

(1

)

 

 

(48

)

 

 

(1

)

 

 

 

 

 

(33

)

 

 

(83

)

Balance, April 30, 2021

 

 

96

 

 

 

36

 

 

 

49

 

 

 

2,730

 

 

 

94

 

 

 

353

 

 

 

5,048

 

 

 

8,406

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Depreciation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2019

 

 

88

 

 

 

86

 

 

 

49

 

 

 

 

 

 

 

 

 

206

 

 

 

2,048

 

 

 

2,477

 

Depreciation

 

 

23

 

 

 

7

 

 

 

66

 

 

 

697

 

 

 

7

 

 

 

69

 

 

 

497

 

 

 

1,366

 

Disposals

 

 

(74

)

 

 

(75

)

 

 

(80

)

 

 

 

 

 

 

 

 

(49

)

 

 

(633

)

 

 

(911

)

Foreign exchange

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

10

 

 

 

13

 

Balance, April 30, 2020

 

 

37

 

 

 

18

 

 

 

35

 

 

 

700

 

 

 

7

 

 

 

226

 

 

 

1,922

 

 

 

2,945

 

Depreciation

 

 

24

 

 

 

10

 

 

 

8

 

 

 

711

 

 

 

21

 

 

 

70

 

 

 

800

 

 

 

1,644

 

Disposals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18

)

 

 

(18

)

Lease modification

 

 

 

 

 

 

 

 

 

 

 

(42

)

 

 

 

 

 

 

 

 

 

 

 

(42

)

Foreign exchange

 

 

 

 

 

 

 

 

(1

)

 

 

(35

)

 

 

(1

)

 

 

 

 

 

(110

)

 

 

(147

)

Balance, April 30, 2021

 

 

61

 

 

 

28

 

 

 

42

 

 

 

1,334

 

 

 

27

 

 

 

296

 

 

 

2,594

 

 

 

4,382

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Book Value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April 30, 2020

 

 

17

 

 

 

18

 

 

 

15

 

 

 

1,684

 

 

 

43

 

 

 

125

 

 

 

1,176

 

 

 

3,078

 

April 30, 2021

 

 

35

 

 

 

8

 

 

 

7

 

 

 

1,396

 

 

 

67

 

 

 

57

 

 

 

2,454

 

 

 

4,024

 

 

25


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

10.

INTANGIBLE ASSETS

The intangible assets were acquired as a result of the acquisitions of U-Protein and IPA Europe and are amortized using the straight-line method over their useful lives.  The intellectual property has a useful life of 10 years, and the proprietary processes have a useful life of 5 years. The internally generated development costs commence amortization once the development process is ready to be used.  The changes in the value of the intangible assets during the years ended April 30, 2021 and 2020 are as follows:

 

(in thousands)

 

Internally

Generated

Development

Costs

 

 

Intellectual

Property

 

 

Proprietary

Processes

 

 

Certifications

 

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2019

 

 

 

 

 

4,145

 

 

 

7,740

 

 

 

140

 

 

 

12,025

 

Additions

 

 

114

 

 

 

 

 

 

 

 

 

 

 

 

114

 

Foreign exchange

 

 

1

 

 

 

14

 

 

 

25

 

 

 

 

 

 

40

 

Balance, April 30, 2020

 

 

115

 

 

 

4,159

 

 

 

7,765

 

 

 

140

 

 

 

12,179

 

Costs expensed

 

 

(80

)

 

 

 

 

 

 

 

 

 

 

 

(80

)

Foreign exchange

 

 

(2

)

 

 

(70

)

 

 

(130

)

 

 

(2

)

 

 

(204

)

Balance, April 30, 2021

 

 

33

 

 

 

4,089

 

 

 

7,635

 

 

 

138

 

 

 

11,895

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2019

 

 

 

 

 

636

 

 

 

1,163

 

 

 

 

 

 

1,799

 

Amortization

 

 

 

 

 

406

 

 

 

1,635

 

 

 

 

 

 

2,041

 

Foreign exchange

 

 

 

 

 

12

 

 

 

42

 

 

 

 

 

 

54

 

Balance, April 30, 2020

 

 

 

 

 

1,054

 

 

 

2,840

 

 

 

 

 

 

3,894

 

Amortization

 

 

1

 

 

 

421

 

 

 

1,647

 

 

 

 

 

 

2,069

 

Foreign exchange

 

 

 

 

 

(30

)

 

 

(96

)

 

 

 

 

 

(126

)

Balance, April 30, 2021

 

 

1

 

 

 

1,445

 

 

 

4,391

 

 

 

 

 

 

5,837

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Book Value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April 30, 2020

 

 

115

 

 

 

3,105

 

 

 

4,925

 

 

 

140

 

 

 

8,285

 

April 30, 2021

 

 

32

 

 

 

2,644

 

 

 

3,244

 

 

 

138

 

 

 

6,058

 

 

11.

DEBENTURES

On April 5, 2018, the Company completed a nonconvertible debenture (the "Debentures") financing in the principal amount of $4.3 million (the “Offering”). The Debentures were unsecured, bore interest at a rate of 10% per annum, payable semi-annually, and were due eighteen months from the date of issue. Under the Offering, a holder of a Debenture received 7,500 detachable share purchase warrants (the "Warrants") for every $25,000 of Debentures subscribed for by the holder. The Warrants are exercisable at $3.50 per share for a period of four years from the date of issue.  The fair value of the Debentures at the time of issue was calculated as the discounted cash flows assuming a 15% effective interest rate. The fair value of the Warrants was determined at the time of issue as the difference between the face value and the fair value of the Debentures. On initial recognition, the Company bifurcated $4.0 million to the carrying value of the Debentures and $248,875 to the Warrants.  

26


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

Under the Offering, the Company paid the following finder's fees: $10,300 in cash, 116,064 shares of the Company with a fair value of $383,010, and 83,188 finder’s warrants valued at $187,627.  The fair value of the finder’s warrants was estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.60%, expected life of 4 years and expected volatility based on the historical volatility of similar companies of 100%.  The total fair value of the finder’s fees was allocated pro-rata based on the carrying values of the Debentures and Warrants, with $546,934 allocated to the Debentures and $34,003 allocated to the Warrants.

On October 25, 2018, the Company settled $1.4 million of the Debentures by issuing 275,400 units at a price of $5.00 per unit. Each unit consisted of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at $6.25 for two years. The fair value of the 275,400 common shares issued was determined to be $1.1 million. The fair value of the warrants issued was determined to be $283,000 and estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.58%, expected life of 2 years and expected volatility based on the historical volatility of similar companies of 68.7%.  The settlement resulted in a loss of $189,715.

On September 26, 2019, the Company modified the terms of $2.8 million Debentures to extend the due date by 6 months to March 26, 2020, with the ability to pay earlier with no penalty, and increased the interest rate to 12.5%. The remaining debentures of $125,000 were paid on maturity.

On March 26, 2020, the Company settled $700,000 of the Debentures plus accrued interest of $46,875 by issuing 248,959 common shares.  The fair value of the 248,959 common shares issued was determined to be $858,906.  The settlement resulted in a loss of $112,031.  $50,000 of the Debentures were paid on maturity.  The maturity date of the remaining Debentures of $2,000,000 was extended to September 26, 2020.  The Company repaid the remaining balance of $2.0 million plus interest of $61,644 during the year ended April 30, 2021.

The changes in the value of the Debentures during the years ended April 30, 2021 and 2020 are as follows:

 

(in thousands)

 

$

 

Balance, April 30, 2019

 

 

2,708

 

Accretion expense

 

 

167

 

Repayment

 

 

(175

)

Settlement of debentures

 

 

(700

)

Balance, April 30, 2020

 

 

2,000

 

Repayment

 

 

(2,000

)

Balance, April 30, 2021

 

 

 

 

12.

LOANS PAYABLE

On April 5, 2018, the Company assumed loans payable of €60,750 (CAD$94,995) as a result of the acquisition of IPA Europe. On July 7, 2015, IPA Europe entered into a loan agreement in the principal amount of €165,000, maturing on July 31, 2020.  The loan was secured by certain equipment, bore an interest rate of 4% per annum and was repayable in monthly installments of €2,250.  The interest was owed per month in arrears. The principal outstanding at April 30, 2021 is €nil (CAD$nil) (April 30, 2020 – €4,500 (CAD$6,797)).  

On April 5, 2018, the Company assumed loans payable of €56,450 (CAD$88,271) as a result of the acquisition of IPA Europe. On February 1, 2016, IPA Europe entered into a loan agreement in the principal amount of €100,000, maturing on February 28, 2021.  The loan is secured by certain equipment, bears an interest rate of 3% per annum and is repayable in monthly installments of €1,675.  The interest is owed per month in arrears. The principal outstanding at April 30, 2021 is €nil (CAD$nil) (April 30, 2020 – €14,575 (CAD$22,014)).  

27


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

On April 15, 2020, the Company was approved for a US$209,000 loan under the Paycheck Protection Program ("PPP") administered by the U.S. Small Business Administration. The loan accrues interest at 1% per annum and is repayable in monthly installments of US$11,761 starting in November 2020 until April 2022.  The PPP is a US$349 billion loan program that originated from the U.S. Coronavirus Aid, Relief and Economic Security (CARES) Act. The PPP loan has a term of two years, is unsecured, and is guaranteed by the U.S. Small Business Administration. The loan will be forgiven if the proceeds are used by the Company to cover payroll costs (including benefits), with up to 25% allowed for rent and utilities, during the eight-week period following the loan origination date. The Company met the requirements for full loan forgiveness.

 

(in thousands)

 

$

 

Balance, April 30, 2019

 

 

112

 

Loan proceeds

 

 

283

 

Loan repayments and foreign exchange

 

 

(83

)

Balance, April 30, 2020

 

 

312

 

Loan repayments and foreign exchange

 

 

(32

)

Loan forgiven

 

 

(280

)

Balance, April 30, 2021

 

 

 

 

13.

CONVERTIBLE DEBENTURES

On May 15, 2020, the Company closed a non-brokered private placement financing by issuing 10% convertible debentures (“New Debentures”) for total proceeds of $2.59 million. On May 27, 2020, the Company issued an additional $35,000 of the 10% New Debentures. In total, the Company issued $2.6 million of the New Debentures.  The New Debentures are unsecured, bear interest at a rate of 10% per year and payable at maturity.  The maturity date is May 15, 2022 for $2.59 million of the New Debentures and May 22, 2022 for $35,000 of the New Debentures. The principal amount of the New Debentures may be convertible, at the option of the holder, into units of the Company at a conversion price of $4.25 per share.  The Company may force convert the principal amount of the New Debentures at $4.25 per share if the average closing price is equal to or greater than $7.50 for 20 trading days.

In advance of the closing of the New Debentures, the Company had received $313,268 of the proceeds as at April 30, 2020.

The fair value of the New Debentures at the time of issue was calculated as the discounted cash flows assuming a 15% effective interest rate. The fair value of the equity component was determined at the time of issue as the difference between the face value and the fair value of the New Debentures. On initial recognition, the Company bifurcated $2.4 million to the carrying value of the New Debentures and $213,623 to the equity component.  

Under the financing, the Company paid finder’s cash commissions totaling $82,580 and incurred legal and filing fees of $29,331.  The transaction costs were allocated pro-rata based on the carrying values of the New Debentures and the equity component, with $102,811 allocated to the New Debentures and $9,100 allocated to the equity component.

28


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

During the year ended April 30, 2021, the Company recorded accretion expense of $124,381 (2020 – $nil). The changes in the value of the New Debentures during the year ended April 30, 2020 are as follows:

 

(in thousands)

 

Liability

Component

$

 

 

Equity

Component

$

 

Balance, April 30, 2020

 

 

 

 

 

 

Proceeds

 

 

2,413

 

 

 

213

 

Transaction costs

 

 

(102

)

 

 

(9

)

Accretion expense

 

 

124

 

 

 

 

Conversion to shares

 

 

(904

)

 

 

(77

)

Balance, April 30, 2021

 

 

1,531

 

 

 

127

 

 

14.

LEASES

The Company entered into certain equipment and automobile leases expiring between 2021 and 2024 with interest rates of between 8% and 17% per annum. The Company’s obligations under these finance leases are secured by the lessor’s title to the leased assets. The Company also entered into office leases in January 2018, May 2018, May 2019, June 2019, December 2019, and August 2020.  With the adoption of IFRS 16, Leases (see Note 3), the Company recognized a lease obligation with regard to the office leases.  The terms and the outstanding balances as at April 30, 2021 and 2020 are as follows:

 

(in thousands)

 

April 30,

2021

$

 

 

April 30,

2020

$

 

Equipment under lease in monthly instalments of $1,228 with interests of between 13% and 17% per annum. Due dates are between May 2021 and March 2023.

 

 

 

 

 

71

 

Equipment under lease in monthly instalments of $19,437 with interest rate of 8% per annum and an end date of May 2023.

 

 

396

 

 

 

 

Automobile under lease in monthly instalments of $1,186 with an interest rate of 8% per annum and an end date of September 2023.

 

 

31

 

 

 

44

 

Automobile under lease in monthly instalments of $1,055 with an interest rate of 8% per annum and an end date of August 2024.

 

 

37

 

 

 

 

Right-of-use asset from office lease repayable in monthly instalments of $6,440 and an interest rate of 8% per annum and an end date of May 2024.

 

 

223

 

 

 

135

 

Right-of-use asset from office lease repayable in monthly instalments of $16,223 and an interest rate of 8% per annum and an end date of December 2022.

 

 

303

 

 

 

476

 

Right-of-use asset from office lease repayable in monthly instalments of $32,997 and an interest rate of 8% per annum and an end date of December 2022. The monthly instalment is adjusted annually based on the consumer price index.

 

 

616

 

 

 

673

 

Right-of-use asset from office lease repayable in monthly instalments of $14,480 and an interest rate of 8% per annum and an end date of April 2023.

 

 

320

 

 

 

485

 

Current portion

 

 

(986

)

 

 

(752

)

Non-current portion

 

 

940

 

 

 

1,132

 

 

(1)

This equipment lease was repaid in full during the year ended April 30, 2021.

 

29


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

As at April 30, 2021, the Company’s lab equipment and automobile include a net carrying amount of $402,883 (April 30, 2020 – $77,285) for the leased equipment and $66,881 (April 30, 2020 – $42,682) for the leased automobile.  The net carrying amount of the right-of-use assets from office lease obligation is $1.4 million (April 30, 2020 – $1.7 million).

The following is a schedule of the Company’s future minimum lease payments related to the equipment under finance lease and the office lease obligation:

 

(in thousands)

 

$

 

2022

 

 

1,105

 

2023

 

 

871

 

2024

 

 

102

 

2025

 

 

11

 

Total minimum lease payments

 

 

2,089

 

Less: imputed interest

 

 

(163

)

Total present value of minimum lease payments

 

 

1,926

 

Less: Current portion

 

 

(986

)

Non-current portion

 

 

940

 

 

15.

SHARE CAPITAL

 

a)

Authorized:

Unlimited common shares without par value.

 

b)

Consolidation:

On November 23, 2020, the Company consolidated its issued and outstanding common shares on the basis of 5 pre-Consolidation shares for one post-Consolidation share. All references to share and per share amounts in these consolidated financial statements have been retroactively restated to reflect the Consolidation.

 

c)

Share capital transactions:

2020 Transactions

On March 26, 2020, the Company settled $700,000 of the Debentures plus accrued interest of $46,875 by issuing 248,959 common shares (Note 11).  The fair value of the 248,959 common shares issued was determined to be $858,906.  The settlement resulted in a loss of $112,031.  

During the year ended April 30, 2020, the Company issued 11,000 common shares pursuant to exercise of stock options for total gross proceeds of $16,500.  A value of $12,490 was transferred from contributed surplus to share capital as a result.  The weighted average share price at dates the stock options were exercised was $3.45.

During the year ended April 30, 2020, the Company issued 136,194 common shares pursuant to exercise of warrants and finder’s warrants for total gross proceeds of $476,679.  A value of $22,942 was transferred from contributed surplus to share capital as a result.  

30


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

2021 Transactions

On May 1, 2020, the Company issued 132,833 common shares pursuant to the second deferred payment for the acquisition of IPA Europe (Note 7).  The common shares were valued at $511,405.

On December 18 and December 31, 2020, the Company issued an aggregate of 203,178 common shares pursuant to the final deferred payment for the acquisition of U-Protein (Note 6).  The common shares were valued at $1.0 million.  

During the year ended April 30, 2021, the Company issued 189,100 common shares pursuant to exercise of stock options for total gross proceeds of $683,755.  A value of $363,175 was transferred from contributed surplus to share capital as a result.  The weighted average share price at dates the stock options were exercised was $11.70.

During the year ended April 30, 2021, the Company issued 2,568,417 common shares pursuant to exercise of warrants and finder’s warrants for total gross proceeds of $15.0 million. A value of $409,106 was transferred from contributed surplus to share capital as a result.

During the year ended April 30, 2021, the Company issued 232,934 common shares pursuant to conversion of $990,000 principal balance of convertible debentures.

 

On February 8, 2021, the Company closed a public offering of 1,616,293 common shares of the Company at a price of U.S. $13.45 per common share for gross proceeds of U.S. $21.7 million (CAD $27.7 million), net proceeds less underwriting discounts and commissions of U.S. $19.6 million (CAD $24.7 million).

 

On February 10, 2021, Company also issued an additional 242,443 common shares at the public offering price of U.S. $13.45 per common share for gross proceeds of U.S. $3.3 million (CAD $4.1 million), net proceeds less underwriting discounts and commissions of U.S. $3.0 million (CAD $3.8 million).

 

d)

Options

The Company has an incentive Stock Option Plan ("the Plan") under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees or service providers of the Company. The terms of the plan provide that the Directors have the right to grant options to acquire common shares of the Company at not less than the closing market price of the shares on the day preceding the grant at terms of up to five years. The maximum number of options outstanding under the Plan shall not result, at any time, in more than 10% of the issued and outstanding common shares.  

On October 3, 2019, the Company granted 50,000 stock options, exercisable at $2.375 per option, to an officer of the Company.  The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $86,395 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $2.40, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.46%, and an expected life of 5 years.

On October 3, 2019, the Company granted 40,000 stock options, exercisable at $5.00 per option, to a consultant of the Company.  The options vested immediately upon grant. The fair value of these options was estimated to be $32,096 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $2.40, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.56%, and an expected life of 2 years.

On October 3, 2019, the Company granted 30,000 stock options, exercisable at $2.50 per option, to a director of the Company.  The options are subject to vesting conditions as follows: one-third 6 months after grant date;

31


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $53,326 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $2.40, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.46%, and an expected life of 5 years.

On October 3, 2019, the Company granted 13,000 stock options, exercisable at $5.05 per option, to employees of the Company.  The options vested immediately upon grant. The fair value of these options was estimated to be $14,627 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $2.40, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.54%, and an expected life of 2.96 years.

On April 3, 2020, the Company granted 11,000 stock options, exercisable at $5.05 per option, to employees of the Company.  The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $20,582 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $3.45, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 0.75%, and an expected life of 3 years.

On April 29, 2020, the Company granted 50,000 stock options, exercisable at $3.80 per option, to an officer of the Company.  The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $129,340 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $3.80, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 0.38%, and an expected life of 3.93 years.

On August 13, 2020, the Company granted 50,000 stock options, exercisable at $7.50 per option, to a consultant of the Company.  The options are subject to vesting conditions as follows: one-quarter 3 months after grant date; one-quarter 6 months after grant date, one-quarter 9 months after grant date and one-quarter 12 months after grant date. The fair value of these options was estimated to be $204,749 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $6.85, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 0.33%, and an expected life of 3 years.

On September 1, 2020, the Company granted 270,000 stock options, exercisable at $8.50 per option, to officers and an employee of the Company.  The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $1,613,117 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $8.15, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 0.31%, and an expected life of 5 years.

On January 6, 2021, the Company granted 25,000 stock options, exercisable at $20.30 per option, to directors of the Company.  The options are subject to vesting conditions as follows: one-quarter 3 months after grant date; one-quarter 6 months after grant date; one-quarter 9 months after grant date and one-quarter 12 months after grant date.  The fair value of these options was estimated to be $292,572 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $20.30, dividend yield of 0%, expected volatility of 71%, a risk-free rate of 0.34%, and an expected life of 5 years.

On January 6, 2021, the Company granted 238,000 stock options, exercisable at $20.30 per option, to employees of the Company.  The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date.  The fair value of these options was estimated to be $2,785,284 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $20.30, dividend yield of 0%, expected volatility of 71%, a risk-free rate of 0.34%, and an expected life of 5 years.

32


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

Expected volatility of all options granted up to September 1, 2020 was based on the historical volatility of similar companies.  Expected volatility of options granted subsequent to that date is based on the historical volatility of the company over the prior 2 years.

During the year ended April 30, 2021 the Company has recorded $2,748,479 (2020 - $739,011) of share-based payments expense.

The changes in the stock options for the years ended April 30, 2021 and 2020 are as follows:

 

 

 

Number of

options

#

 

 

Weighted

average

exercise price

$

 

 

Weighted

average life

remaining

(years)

 

Balance, April 30, 2019 (outstanding)

 

 

1,060,667

 

 

 

3.90

 

 

 

3.87

 

Granted

 

 

194,000

 

 

 

3.65

 

 

 

 

Exercised

 

 

(11,000

)

 

 

1.50

 

 

 

 

Forfeited

 

 

(180,667

)

 

 

3.65

 

 

 

 

Balance, April 30, 2020 (outstanding)

 

 

1,063,000

 

 

 

3.84

 

 

 

3.03

 

Granted

 

 

583,000

 

 

 

13.73

 

 

 

 

Exercised

 

 

(189,100

)

 

 

3.62

 

 

 

 

Forfeited

 

 

(6,000

)

 

 

7.60

 

 

 

 

Balance, April 30, 2021 (outstanding)

 

 

1,450,900

 

 

 

7.88

 

 

 

3.06

 

Unvested

 

 

(481,084

)

 

 

14.53

 

 

 

4.35

 

Exercisable, April 30, 2021

 

 

969,816

 

 

 

4.58

 

 

 

2.42

 

 

Details of the options outstanding as at April 30, 2021 are as follows:

 

Expiry Date

 

Exercise

price $

 

 

Remaining

life (year)

 

 

Options

outstanding

 

 

Unvested

 

 

Vested

 

December 20, 2021

 

 

1.50

 

 

 

0.64

 

 

 

46,000

 

 

 

 

 

 

46,000

 

September 18, 2022

 

 

5.05

 

 

 

1.39

 

 

 

142,900

 

 

 

 

 

 

142,900

 

January 3, 2023

 

 

3.25

 

 

 

1.68

 

 

 

50,000

 

 

 

 

 

 

50,000

 

February 7, 2023

 

 

2.35

 

 

 

1.78

 

 

 

140,000

 

 

 

 

 

 

140,000

 

April 3, 2023

 

 

5.05

 

 

 

1.93

 

 

 

8,000

 

 

 

3,667

 

 

 

4,333

 

August 13, 2023

 

 

7.50

 

 

 

2.29

 

 

 

50,000

 

 

 

25,000

 

 

 

25,000

 

September 24, 2023

 

 

4.75

 

 

 

2.40

 

 

 

19,000

 

 

 

 

 

 

19,000

 

November 7, 2023

 

 

4.10

 

 

 

2.52

 

 

 

20,000

 

 

 

 

 

 

20,000

 

December 31, 2023

 

 

5.00

 

 

 

2.67

 

 

 

250,000

 

 

 

 

 

 

250,000

 

January 11, 2024

 

 

5.00

 

 

 

2.70

 

 

 

63,000

 

 

 

 

 

 

63,000

 

April 1, 2024

 

 

3.85

 

 

 

2.92

 

 

 

50,000

 

 

 

16,667

 

 

 

33,333

 

October 1, 2024

 

 

2.38

 

 

 

3.42

 

 

 

50,000

 

 

 

 

 

 

50,000

 

October 3, 2024

 

 

2.50

 

 

 

3.43

 

 

 

30,000

 

 

 

 

 

 

30,000

 

September 1, 2025

 

 

8.50

 

 

 

4.34

 

 

 

270,000

 

 

 

180,000

 

 

 

90,000

 

January 6, 2026

 

 

20.30

 

 

 

4.69

 

 

 

262,000

 

 

 

255,750

 

 

 

6,250

 

 

 

 

7.88

 

 

 

3.06

 

 

 

1,450,900

 

 

 

481,084

 

 

 

969,816

 

 

33


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

 

e)

Warrants

The changes in the warrants for the years ended April 30, 2021 and 2020 are as follows:

 

 

 

Number of

warrants

#

 

 

Weighted

average

exercise price

$

 

 

Weighted

average life

remaining

(years)

 

Balance, April 30, 2019

 

 

3,546,500

 

 

 

5.20

 

 

 

1.90

 

Exercised

 

 

(135,000

)

 

 

3.50

 

 

 

 

Balance, April 30, 2020

 

 

3,411,500

 

 

 

5.25

 

 

 

0.91

 

Exercised

 

 

(2,533,200

)

 

 

5.88

 

 

 

 

Balance, April 30, 2021

 

 

878,300

 

 

 

3.50

 

 

 

0.90

 

 

Details of the warrants outstanding as at April 30, 2021 are as follows:

 

Expiry Date

 

Exercise price

$

 

 

Remaining life

(year)

 

 

Warrants

outstanding

 

March 26, 2022

 

 

3.50

 

 

 

0.90

 

 

 

878,300

 

 

 

f)

Finder’s Warrants

 

On February 8, 2021, the Company issued 113,139 finder’s warrants, exercisable at US $16.81 per warrant, in connection with the public offering of 1,616,293 common shares. The fair value of these warrants was estimated to be US $994,646 (CAD $1.3 million) using the Black-Scholes option pricing model and the following assumptions: share price on grant date of US $16.81, dividend yield of 0%, expected volatility of 72%, a risk-free rate of 0.39%, and an expected life of 5 years.

On February 10, 2021, the Company issued 16,972 finder’s warrants, exercisable at US $16.81 per warrant, in connection with the public offering over-allotment of 242,443 common shares. The fair value of these warrants was estimated to be US $141,766 (CAD $180,029) using the Black-Scholes option pricing model and the following assumptions: share price on grant date of US $16.81, dividend yield of 0%, expected volatility of 72%, a risk-free rate of 0.39%, and an expected life of 5 years.

The changes in the finder’s warrants for the years ended April 30, 2021 and 2020 are as follows:

 

 

 

Number of

warrants

#

 

 

Weighted average

exercise price

$

 

 

Weighted average life

remaining (years)

 

Balance, April 30, 2019

 

 

83,188

 

 

 

3.50

 

 

 

2.91

 

Exercised

 

 

(1,194

)

 

 

3.50

 

 

 

 

Balance, April 30, 2020

 

 

81,994

 

 

 

3.50

 

 

 

1.90

 

Issued

 

 

130,111

 

 

 

20.65

(1)

 

 

4.77

 

Exercised

 

 

(35,217

)

 

 

3.50

 

 

 

 

Balance, April 30, 2021

 

 

176,888

 

 

 

16.12

 

 

 

3.75

 

 

(1)

US $16.81

34


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

Details of the finder’s warrants outstanding as at April 30, 2021 are as follows:

 

Expiry Date

 

Exercise price

$

 

 

Remaining life

(year)

 

 

Warrants

outstanding

 

March 26, 2022

 

 

3.50

 

 

 

0.90

 

 

 

46,777

 

February 3, 2026

 

 

20.65

(1)

 

 

4.77

 

 

 

130,111

 

 

 

 

16.12

 

 

 

3.75

 

 

 

176,888

 

 

(1)

US $16.81

16.

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; Lisa Helbling, CFO; Dr. Stefan Lang, Chief Business Officer; Dr. Yasmina Abdiche, Chief Scientific Officer; Charles Wheelock, former Chief Technology Officer; Martin Hessing, a former Director of U-Protein; and Directors of the Company. During years ended April 2021 and 2020, the compensation for key management is as follows:

 

 

 

2021

 

 

2020

 

(in thousands)

 

$

 

 

$

 

Management fees

 

 

64

 

 

 

179

 

Salaries and other short-term benefits

 

 

1,949

 

 

 

2,052

 

Severance (included in salaries)

 

 

266

 

 

 

 

Share-based payments

 

 

1,466

 

 

 

632

 

Director compensation (included in salaries)

 

 

147

 

 

 

 

 

 

 

3,892

 

 

 

2,863

 

 

At April 30, 2021, included in accounts payable and accrued liabilities is $1,194,600 (April 30, 2020 - $412,188) due to related parties. The amounts payable are non-interest bearing and unsecured.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted.

 

17.

CAPITAL MANAGEMENT

 

The Company’s objectives when managing capital are to ensure sufficient liquidity for operations and adequate funding for growth and capital expenditures while maintaining an efficient balance between debt and equity.  The capital structure of the Company consists of credit facilities and shareholders’ equity.

 

The Company makes adjustments to its capital structure upon approval from its Board of Directors, in light of economic conditions and the Company’s working capital requirements. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.


35


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

18.

FINANCIAL INSTRUMENTS

 

The Company’s financial instruments include cash, amounts receivable, restricted cash, investment, accounts payable and accrued liabilities, debentures, loans payable, leases and deferred acquisition payments.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value, by reference to the reliability of the inputs used to estimate the fair values.

 

Level 1 – applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2 – applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3 – applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The fair value of investment is determined based on “Level 2” inputs as its value under the equity method was the best approximation of its fair value. As at April 30, 2021, the Company believes the carrying values of cash, amounts receivable, restricted cash, accounts payable and accrued liabilities, debentures, loans payable, leases and deferred acquisition payments approximate their fair values because of their nature and relatively short maturity dates or durations.

 

Concentration of risk:

 

Industry

The Company operates in the contract research organization sector and is affected by general economic trends. A decline in economic conditions, research spending or other adverse conditions could lead to reduced revenue.

 

Concentrations of credit risk

Credit risk relates to cash, restricted cash and amounts receivable and arises from the possibility that counterparty to an instrument may fail to perform. At April 30, 2021, all of the Company’s cash was held with tier one banks. The Company has evaluated amounts receivable and determined that there were no material allowances for doubtful accounts at April 30, 2021 and 2020. During the year ended April 30, 2021 the Company incurred bad debt expense of $3,601 (2020 - $48,433).

 

Currency risk

The Company operates in the US and Europe which gives rise to exposure to market risks from changes in foreign currency values. Most significantly, the Company is exposed to potential currency fluctuations between US and Canadian dollars, which was translated at 1.2279 at April 30, 2021, and the Euro and Canadian dollar, which was translated at 1.4852 at April 30, 2021. Fluctuations in the exchange rate could impact profitability.

 

36


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

At April 30, 2021, the Company is exposed to currency risk through the following assets and liabilities denominated in US dollars and Euros:

 

 

 

Euros

 

 

US Dollars

 

(in thousands)

 

()

 

 

(US $)

 

Cash

 

 

2,014

 

 

 

23,733

 

Amounts receivable

 

 

1,039

 

 

 

1,027

 

Investment

 

 

80

 

 

 

 

 

 

 

3,133

 

 

 

24,760

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

(867

)

 

 

(414

)

Deferred acquisition payments

 

 

(336

)

 

 

 

Leases

 

 

(664

)

 

 

(504

)

 

 

 

(1,867

)

 

 

(918

)

 

 

 

 

 

 

 

 

 

Net

 

 

1,266

 

 

 

23,842

 

 

Liquidity risk:

The Company’s approach to managing its obligations is to maintain sufficient resources to meet its obligations when due without undue risk to the Company. The Company monitors its cash requirements on an ongoing basis to ensure that there are sufficient resources for operations as well as to fund anticipated leasing, capital and development expenditures. In addition, the Company manages its cash to meet its debt obligations and to fund general and administrative costs.

 

Contractual cash flow requirements as at April 30, 2021 were as follows:

 

 

 

< 1

year

 

 

1 - 2

years

 

 

2 - 5

years

 

 

>5

years

 

 

Total

 

(in thousands)

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Accounts payable and accrued liabilities

 

 

3,011

 

 

 

 

 

 

 

 

 

 

 

 

3,011

 

Leases

 

 

1,105

 

 

 

871

 

 

 

113

 

 

 

 

 

 

2,089

 

Convertible debentures

 

 

 

 

 

1,637

 

 

 

 

 

 

 

 

 

1,637

 

Total(1)

 

 

4,116

 

 

 

2,508

 

 

 

113

 

 

 

 

 

 

6,737

 

 

 

(1)

$498,361 final deferred acquisition payment not included in this table is to be settled by issuance of shares.

 

19.

COMMITMENTS

 

The Company entered into a lease agreement for a new facility for its Utrecht, the Netherlands location on December 31, 2019. The building is under construction. The lease has two five year-terms and is estimated to commence on April 5, 2022 at an estimated annual cost of €681,835 indexed for inflation.

 

20.

GRANT AND SUBSIDY INCOME

 

In July 2020, IPA USA and Talem (the “Subgrantee”) were awarded a grant of US$1.5 million by the North Dakota Department of Agriculture through the CARES Act ND Bioscience Group Program for the development of antibody therapeutics against SARS-CoV-2. The total grant project cost is US$2.0 million, for which the Subgrantee must contribute an amount not less than 25% of the grant project cost, or US$500,000. In addition, the Company has been awarded a US$75,000 grant from the state of North Dakota to fund its PolyTope mAb Therapy platform, which the Company is using to developing treatments for the coronavirus (COVID-19) and

37


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

other pathogens. The Company has recorded a total of $1.9 million and $220,000 during the year ended April 30, 2021 and 2020, respectively, related to these grants.  

 

The Canadian Emergency Wage and Rent Subsidy programs (CEWS and CERS) were put in place by government of Canada to provide a wage and rent subsidy to eligible employers.  This initiative was to help get Canadians hired back quickly as provincial and territorial economies began to reopen, and provide financial relief to companies impacted by COVID-19. The Company recognized $583,347 of CEWS and CERS during the year ended April 30, 2021 as subsidy.

 

The PPP was implemented in the United States to help businesses impacted by COVID-19 keep their workforce employed. Borrowers were eligible for full forgiveness if certain conditions were met. The Company applied for a loan of US$209,000 and the loan was fully forgiven during the year ended April 30, 2021. The Company recognized $261,000 during the year ended April 30, 2021 as subsidy.

 

21.

SEGMENTED INFORMATION AND ECONOMIC DEPENDENCE

At April 30, 2021 and April 30, 2020, the Company has one reportable segment, being antibody production and related services.

During the year ended April 30, 2021, the Company had sales to nil (2020 - nil) customer who in aggregate accounted for more than 10% of revenue.

The Company’s revenues are allocated to geographic segments for the years ended April 30, 2021 and 2020 as follows:

 

 

 

2021

 

 

2020

 

(in thousands)

 

$

 

 

$

 

United States of America

 

 

7,932

 

 

 

5,949

 

Canada

 

 

1,089

 

 

 

715

 

Europe

 

 

7,436

 

 

 

6,115

 

Other

 

 

1,455

 

 

 

1,279

 

 

 

 

17,912

 

 

 

14,058

 

 

The Company’s revenues are allocated according to revenue types for the years ended April 30 2021 and 2020 as follows:

 

 

 

2021

 

 

2020

 

(in thousands)

 

$

 

 

$

 

Project revenue

 

 

15,910

 

 

 

13,195

 

Product sales revenue

 

 

1,897

 

 

 

739

 

Cryo storage revenue

 

 

105

 

 

 

124

 

 

 

 

17,912

 

 

 

14,058

 

 

38


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

The Company’s non-current assets are allocated to geographic segments as of April 30, 2021 and 2020 as follows:

 

 

 

April 30,

2021

 

 

April 30,

2020

 

(in thousands)

 

$

 

 

$

 

North America

 

 

2,153

 

 

 

1,429

 

Netherlands

 

 

15,948

 

 

 

18,135

 

 

 

 

18,101

 

 

 

19,564

 

 

Geographic segmentation of the Company’s net income (loss) for the years ended April 30, 2021 and 2020 is as follows:

 

 

 

2021

 

 

2020

 

(in thousands)

 

$

 

 

$

 

North America - Corporate

 

 

(8,632

)

 

 

(4,226

)

North America

 

 

(1,203

)

 

 

(683

)

Netherlands

 

 

2,495

 

 

 

(38

)

 

 

 

(7,340

)

 

 

(4,947

)

 

Geographic segmentation of the interest and accretion, and amortization and depreciation for the years ended April 30, 2021 and 2020 is as follows:

 

(in thousands)

 

2021

 

 

2020

 

Interest and accretion

 

$

 

 

$

 

North America - Corporate

 

 

523

 

 

 

857

 

North America

 

 

96

 

 

 

86

 

Netherlands

 

 

244

 

 

 

493

 

 

 

 

863

 

 

 

1,436

 

 

(in thousands)

 

2021

 

 

2020

 

Amortization and depreciation

 

$

 

 

$

 

North America - Corporate

 

 

74

 

 

 

125

 

North America

 

 

687

 

 

 

499

 

Netherlands

 

 

2,952

 

 

 

2,784

 

 

 

 

3,713

 

 

 

3,408

 

 

 

39


IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

 

22.

SUPPLEMENTAL CASH FLOW INFORMATION

 

Non-cash investing and financing transactions (in thousands)

 

April 30, 2021

$

 

 

April 30, 2020

$

 

Debt settlement by issuance of shares and warrants

 

 

981

 

 

 

859

 

Acquisition of building and equipment by capital lease

 

 

1,209

 

 

 

2,623

 

Fair value of shares issued pursuant to deferred acquisition payment to IPA Europe

 

 

511

 

 

 

 

Fair value of shares issued pursuant to deferred acquisition payment to UPE

 

 

1,047

 

 

 

 

 

The following changes in liabilities arose from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Non-cash changes

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

April 30,

2020

$

 

 

Cash Flows

$

 

 

Acquisition

$

 

 

Debt forgiven

/ Settlement

/ Disposal

$

 

 

Accretion

$

 

 

Equity portion

$

 

 

Foreign

exchange

movements

and change

in estimates

$

 

 

April 30,

2021

$

 

Deferred acquisition payments

 

 

2,826

 

 

 

(1,029

)

 

 

 

 

 

(1,558

)

 

 

222

 

 

 

 

 

 

37

 

 

 

498

 

Debentures

 

 

2,000

 

 

 

(2,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible debentures

 

 

313

 

 

 

2,202

 

 

 

 

 

 

(904

)

 

 

124

 

 

 

(204

)

 

 

 

 

 

1,531

 

Loans payable

 

 

312

 

 

 

(29

)

 

 

 

 

 

(280

)

 

 

 

 

 

 

 

 

(3

)

 

 

 

Leases

 

 

1,884

 

 

 

(945

)

 

 

1,209

 

 

 

(147

)

 

 

 

 

 

 

 

 

(75

)

 

 

1,926

 

Total

 

 

7,335

 

 

 

(1,801

)

 

 

1,209

 

 

 

(2,889

)

 

 

346

 

 

 

(204

)

 

 

(41

)

 

 

3,955

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash changes

 

 

 

 

 

 

 

 

 

(in thousands)

 

April 30,

2019

$

 

 

Cash Flows

$

 

 

Acquisition

$

 

 

Settlement

/ Disposal

 

 

Accretion

$

 

 

Foreign

exchange

movements

and change

in estimates

$

 

 

April 30,

2020

$

 

Deferred acquisition payments

 

 

3,064

 

 

 

(1,007

)

 

 

 

 

 

 

 

 

733

 

 

 

36

 

 

 

2,826

 

Debentures

 

 

2,708

 

 

 

(175

)

 

 

 

 

 

(700

)

 

 

167

 

 

 

 

 

 

2,000

 

Debenture subscriptions received

 

 

 

 

 

313

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

313

 

Loans payable

 

 

112

 

 

 

200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

312

 

Leases

 

 

106

 

 

 

(657

)

 

 

2,678

 

 

 

(196

)

 

 

 

 

 

(47

)

 

 

1,884

 

Total

 

 

5,990

 

 

 

(1,326

)

 

 

2,678

 

 

 

(896

)

 

 

900

 

 

 

(11

)

 

 

7,335

 

 

The accompanying notes are an integral part of these consolidated financial statements

40


IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

 

23.

INCOME TAXES

 

Income tax expense differs from the amount that would be computed by applying the federal and provincial statutory tax rates of 27% (2020 – 27%) to the earnings before income taxes. The reasons for the differences and related tax effects are as follows:

 

 

 

2021

 

 

2020

 

 

 

$

 

 

$

 

Earnings (loss) before income taxes

 

 

(5,995

)

 

 

(5,293

)

 

 

 

 

 

 

 

 

 

Income taxes (recovery) on earnings before income taxes, at above basic rate

 

 

(1,619

)

 

 

(1,429

)

Increase (decrease) in taxes resulting from:

 

 

 

 

 

 

 

 

Nondeductible expenses

 

 

558

 

 

 

383

 

Effects of tax rate change and foreign exchange

 

 

440

 

 

 

(64

)

Tax rate difference by jurisdiction

 

 

(103

)

 

 

55

 

Tax benefits not recognized

 

 

2,069

 

 

 

709

 

Income taxes (recovery)

 

 

1,345

 

 

 

(346

)

 

 

 

2021

 

 

2020

 

 

 

$

 

 

$

 

Current income taxes

 

 

1,428

 

 

 

109

 

Deferred income taxes (recovery)

 

 

(83

)

 

 

(455

)

Income taxes (recovery)

 

 

1,345

 

 

 

(346

)

 

Temporary differences give rise to the following deferred income tax assets and liabilities:

 

 

 

2021

 

 

2020

 

 

 

$

 

 

$

 

Non-capital losses carried forward (expire from 2026 to 2039)

 

 

5,820

 

 

 

3,721

 

Other tax pools

 

 

1,790

 

 

 

1,468

 

Capital losses carried forward

 

 

148

 

 

 

148

 

Equipment and leasehold improvements

 

 

57

 

 

 

66

 

Inventory and intangible assets

 

 

(1,502

)

 

 

(1,608

)

Financing costs

 

 

804

 

 

 

152

 

Less: unrecognized deferred income tax asset

 

 

(8,609

)

 

 

(5,549

)

Deferred income tax liabilities

 

 

(1,492

)

 

 

(1,602

)

 

 

24.

SUBSEQUENT EVENTS

Subsequent to the year ended April 30, 2021, the Company issued 41,488 common shares pursuant to the final deferred payment for the acquisition of IPA Europe (Note 7). The common shares were valued at $503,243.

Subsequent to the year ended April 30, 2021, the Company issued 3,500 common shares pursuant to the exercise of stock options for total gross proceeds of $17,525.  A value of $10,156 was transferred from contributed surplus to share capital as a result.

The accompanying notes are an integral part of these consolidated financial statements

41


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Expressed in Canadian Dollars)

Subsequent to the year ended April 30, 2021, the Company issued 1,194 common shares pursuant to the exercise of warrants for total gross proceeds of $4,179.  A value of $2,693 was transferred from contributed surplus to share capital as a result.

Subsequent to the year ended April 30, 2021, the Company issued 17,646 common shares pursuant to the conversion of convertible debentures at a value of $76,391.

Subsequent to the year ended April 30, 2021, the Company granted 10,000 stock options at a price of US $7.72 per share for a period of 5 years. The options are subject to the following vesting period: one-third 1 year after grant date; one-third 2 years after grant date; and one-third 3 years after grant date.

Subsequent to the year ended April 30, 2021, the Company granted 43,750 stock options at a price of US $7.14 per share for a period of 3 years. The options vested immediately.

 

On June 21, 2021, the Company entered into a rental offer agreement to lease a new facility for its Oss, the Netherlands location. The Company anticipates entering into a lease agreement for the new construction facility by December 31, 2022.  The lease will have a five-year term with an optional 5 year extension, is estimated to commence May 1, 2023 at an estimated annual cost of €488,948 indexed for inflation.

 

On June 24, 2021, the Company ordered a piece of equipment for IPA Europe for €75,055.

 

 

42