SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of: November 2018 |
Commission File Number: 001-33526 |
NEPTUNE WELNESS SOLUTIONS INC.
(Translation of Registrant’s name into English)
545 Promende du Centropolis
Suite 100
Laval, Québec
Canada H7T 0A3
(Address of Principal Executive Office )
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NEPTUNE WELLNESS SOLUTIONS INC. |
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Date: November 13, 2018 |
By: |
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/s/ Mario Paradis |
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Name: |
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Mario Paradis |
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Title: |
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VP & Chief Financial Officer |
Exhibit |
Description of Exhibit |
99.1 |
Management Discussion and Analysis of the Financial Situation and Operating Results for the Three-Month Periods Ended September 30, 2018 and 2017 |
99.2 99.3 99.4 |
Consolidated Interim Financial Statements for the Three-Month Periods Ended September 30, 2018 and 2017 Form 52-109F2 – Certification of Interim Filings - Full Certificate (CEO) Form 52-109F2 – Certification of Interim Filings - Full Certificate (CFO) |
Exhibit 99.1
MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED SEPTEMBER 30, 2018 AND 2017
INTRODUCTION
This management discussion and analysis (‟MD&A”) comments on the financial results and the financial situation of Neptune Wellness Solutions Inc. (‟Neptune” or the ‟Corporation”), formerly Neptune Technologies and Bioressources Inc., including its subsidiary, Biodroga Nutraceuticals Inc. (‟Biodroga”) for the three-month and six-month periods ended September 30, 2018 and 2017. The comparative period includes operating results of Acasti Pharma Inc. (‟Acasti”) until the loss of control of the subsidiary on December 27, 2017. This MD&A should be read in conjunction with our consolidated interim financial statements for the three-month and six-month periods ended September 30, 2018 and 2017. Additional information on the Corporation, as well as registration statements and other public filings, are available on SEDAR at www.sedar.com or on EDGAR at www.sec.gov/edgar.shtml .
In this MD&A, financial information for the three-month and six-month periods ended September 30, 2018 and 2017 is based on the consolidated interim financial statements of the Corporation, which were prepared in accordance with IAS 34, Interim Financial Reporting of International Financial Reporting Standards ( ‟ IFRS”), as issued by the International Accounting Standards Board ( ‟ IASB”). In accordance with its terms of reference, the Audit Committee of the Corporation’s Board of Directors reviews the contents of the MD&A and recommends its approval to the Board of Directors. The Board of Directors approved this MD&A on November 13, 2018. Disclosure contained in this document is current to that date, unless otherwise noted.
Note that there have been no significant changes with regards to the ‟Related Party Transactions ” , ‟Consolidated Off-Balance Sheet Arrangements ” or ‟Critical Accounting Policies and Estimates ” to those outlined in the Corporation’s 2018 annual MD&A as filed with Canadian securities regulatory authorities on June 5, 2018. As such, they are not repeated herein.
Unless otherwise indicated, all references to the terms ‟we”, ‟us”, ‟our”, ‟Neptune”, ‟enterprise”, ‟Company” and ‟Corporation” refer to Neptune Wellness Solutions Inc. and its subsidiaries. Unless otherwise noted, all amounts in this report refer to thousands of Canadian dollars. References to ‟CAD”, ‟USD” and ‟EUR” refer to Canadian dollars, US dollars and the Euro, respectively. Information disclosed in this report has been limited to what management has determined to be ‟material”, on the basis that omitting or misstating such information would influence or change a reasonable investor’s decision to purchase, hold or dispose of the Corporation’s securities.
FORWARD-LOOKING STATEMENTS
Statements in this MD&A that are not statements of historical or current fact constitute ‟forward-looking statements” within the meaning of the U.S. securities laws and Canadian securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of Neptune to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "will," "should," or "plans" to be uncertain and forward-looking. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this management analysis of the financial situation and operating results. Forward-looking information in this MD&A includes, but is not limited to, information or statements about our ability to successfully develop, produce, supply, promote or generate any revenue from the sale of any cannabis-based products in the legal cannabis market.
1
management discussion and analysis of the financial situation and operating results
The forward-looking statements contained in this MD&A are expres sly qualified in their entirety by this cautionary statement and the ‟Cautionary Note Regarding Forward-Looking Information” section contained in Neptune’s latest Annual Information Form (the ‟AIF”), which also forms part of Neptune’s latest annual report on Form 40-F, and which is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml and on the Investors section of Neptune’s website at www.neptunecorp.com. All forward-looking statements in this MD&A are made as of the date of this MD&A. Neptune does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained herein are also subject generally to other risk s and uncertainties that are described from time to time in Neptune public securities filings with the Securities and Exchange Commission and the Canadian securities commissions. Additional information about these assumptions and risks and uncertainties is contained in the AIF under ‟Risk Factors”.
Caution Regarding Non-IFRS Financial Measures
The Corporation uses two adjusted financial measures, Adjusted Segment Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) called non-IFRS operating segment loss when a segment is in a loss position, and Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) called non-IFRS operating loss when the Corporation is in a loss position, to assess its operating performance. These non-IFRS financial measures are directly derived from the Corporation’s financial statements and are presented in a consistent manner. The Corporation uses these measures for the purposes of evaluating its historical and prospective financial performance, as well as its performance relative to competitors. These measures also help the Corporation to plan and forecast for future periods as well as to make operational and strategic decisions. The Corporation believes that providing this information to investors, in addition to IFRS measures, allows them to see the Corporation’s results through the eyes of management, and to better understand its historical and future financial performance.
Securities regulations require that companies caution readers that earnings and other measures adjusted to a basis other than IFRS do not have standardized meanings and are unlikely to be comparable to similar measures used by other companies. Accordingly, they should not be considered in isolation. The Corporation uses Adjusted Segment EBITDA (or non-IFRS operating segment loss when in a loss position) and Adjusted EBITDA (or non-IFRS operating loss when in a loss position) to measure its performance from one period to the next without the variation caused by certain adjustments that could potentially distort the analysis of trends in our operating performance, and because the Corporation believes it provides meaningful information on the Corporation’s financial condition and operating results. Neptune’s method for calculating Adjusted Segment EBITDA (or non-IFRS operating segment loss) and Adjusted EBITDA (or non-IFRS operating loss) may differ from that used by other corporations.
Neptune obtains its Adjusted Segment EBITDA (or non-IFRS operating segment loss) measurement by adding depreciation and amortization and stock-based compensation to segment income (loss) from operating activities before corporate expenses. Neptune obtains its Adjusted EBITDA (or non-IFRS operating loss) measurement by adding to net income (loss), net finance costs, depreciation and amortization, income tax expense and by subtracting income tax recovery. Other items such as stock-based compensation, impairment loss on inventories, other income – net gain on sale of assets and legal fees related to royalty settlements that do not impact core operating performance of the Corporation are excluded from the calculation as they may vary significantly from one period to another. Excluding these items does not imply they are non-recurring.
A reconciliation of segment income (loss) from operating activities before corporate expenses to Adjusted Segment EBITDA or non-IFRS operating segment loss and a reconciliation of net income (loss) to Adjusted EBITDA or non-IFRS operating loss are presented later in this document.
BUSINESS OVERVIEW AND CORPORATE RECENT DEVELOPMENT
Neptune is a health and wellness products company, with more than 50 years of combined experience in extraction, purification and formulation of value-added differentiated science-based products. Currently, the Company develops turnkey nutrition product solutions available in various unique delivery forms, offers specialty ingredients such as MaxSimil ® , a patented ingredient that enhances the absorption of lipid-based nutraceuticals, and a variety of other marine and seed oils. Leveraging its scientific, technological and innovative expertise, Neptune is preparing to commence production of products for legal cannabis markets. The Company’s head office is located in Laval, Quebec.
Name Change
Neptune’s shareholders have approved at the Annual Meeting of Shareholders held on August 15, 2018 the change of the Company’s legal name to Neptune Wellness Solutions Inc., in order to better reflect the Company’s products and business. The
2
management discussion and analysis of the financial situation and operating results
name change has been effective upon opening of the markets on September 21, 2018. The Company’s common shares will keep trading under the same ticker symbol ‟NEPT” on NASDAQ and TS X.
New Appointment on the Board of Directors
On August 16, 2018, we announced the appointment of Ms. Hélène F. Fortin to its Board of Directors.
Appointment of Director of Corporate Affairs
On September 27, 2018, we announced the appointment of Caroline Lavoie as Director of Corporate Affairs. In her role, Caroline will provide leadership in the development of Neptune’s public affairs strategy, direct issues and communications through cannabis industry associations, and manage relations with Quebec and Canadian governments.
Issuance of Shares
During the six-month period ended September 30, 2018, Neptune issued 869,674 common shares for share options exercised and 135,557 common shares for DSU’s released.
CANNABIS BUSINESS UPDATE AND OUTLOOK
Neptune’s vision is to provide great wellness solutions that deliver optimal health and wellness. Our mission is to leverage our scientific and innovation expertise to create and provide our global customers with the best-available nutritional products and wellness solutions. Neptune is active in five main areas: Legal Cannabis Products, Nutritional Ingredients, Turnkey Solutions, Pet Supplements and Consumer Brand.
Consistent with our strategic focus of providing wellness products while levering our know-how, large-scale solvent extraction and application technology capabilities, our objective is to become the world’s leader in extraction, purification and formulation of cannabis products.
We are applying for a licence with Health Canada to produce cannabis oil under the Cannabis Regulations (CR) which replaced the ACMPR on October 17, 2018. In April 2017, the Corporation submitted a written application to Health Canada to become a Licensed Producer. The Corporation is reliant upon obtaining the licence from Health Canada in order to pursue its cannabis-related activities.
We are actively pursuing the retrofitting of our existing production facility located in Sherbrooke, Province of Québec, Canada to comply with Heath Canada requirements under the CR, in order to produce our cannabis extracts and formulations at our existing site. Our GMP (Good Manufacturing Practices, mandated by the Natural Health Products Directorate of Health Canada) production facility features robust safety measures and equipment, which allows for enhanced manufacturing practices. We also operate a laboratory at our facility, which allows us to conduct research, new product development and quality control analysis in‑house.
As a condition for obtaining our licence to produce cannabis oil under the CR, Health Canada requires multiple steps to be taken, including the addition of physical barriers, visual monitoring, recording devices, intrusion detection, as well as other important controls around access to the Corporation’s existing Sherbrooke facility. The Sherbrooke facility will need to be reviewed to the satisfaction of Health Canada before a licence can be granted to the Corporation, after Neptune has taken all steps imposed by Health Canada in preparation for such review.
The first Phase of the commercialization strategy, for which a capital budget of $5 million was approved to install site security and install CO 2 extraction equipment, is now complete. This investment brings our extraction dried cannabis processing capacity at approximately 30,000 kg annually. Our license application to produce extracted cannabis oil products is at the late stage review with Health Canada. The Corporation has agreed upon commitments along with other projected opportunities for more than 80% of the 30,000 kg of dried cannabis extraction capacity in Phase 1.
Neptune successfully completed solvent lab scale trials and as a consequence, the Board approved a $4.8 million investment for Phase II capacity expansion. This next phase is expected to be completed in March 2019 and will increase the total processing capacity to approximately 200,000 kg of dried cannabis using advanced extraction processes. Furthermore, the Corporation has plans and ability on site to further expand the plant processing capacity beyond the capacity indicated above as global demand requires.
3
management discussion and analysis of the financial situation and operating results
On September 17, 2018, we announced that we received a Confirmation of Readiness letter from Health Canada in regard to its application to become a Licensed Producer under the CR. Health Canada’s positive response marks another important regulatory step forward to obtaining Neptune’s licence to produce cannabis oil supporting our timeline to commence commercialization this fiscal year.
On September 19, 2018, Neptune submitted its complete Evidence Package to Health Canada. The Evidence Package, which is the final step of the application process prior to the issuance of a Producers Licence from Health Canada, includes detailed evidence to clearly demonstrate that the facility is complete and ready to begin operations pursuant to the requirements of the CR. Upon satisfactory review by Health Canada of any additional information submitted by Neptune, the Corporation expects to receive its licence for cannabis extraction.
Commercialization
We are working to develop unique extracts and formulation in the legal wellness cannabis space. During the current fiscal year, our focus is to build a viable B2B wholesale extraction, purification and formulation cannabis business. As the cannabis industry is rapidly evolving, we believe that speed is essential to gain a foothold. The licence we receive under the CR should allow us to produce cannabis oil wholesale initially on a B2B basis. We intend to pursue two business models: (i) by buying dry cannabis and selling cannabis oil wholesale through extraction, refinement and formulations, and, (ii) by offering custom production services based on Neptune proprietary technology while capitalizing on long-term site utilization. Our long-term objective will be to create a cannabis consumer packaged goods brand with a strong wellness positioning, which we believe will offer higher margins longer term.
Multi-year Agreement with Canopy Growth
On June 19, 2018, we announced that we entered into a multi-year agreement with Canopy Growth. Under the terms of the agreement, Neptune will supplement Canopy Growth’s extraction capacity. This multi-year agreement, including minimum volume commitments, will be supported by Neptune’s decades of experience in extraction, purification and formulation of value added differentiated science-based products.
Markets
According to a Canaccord Genuity Report published in March 2017, the Canadian cannabis market is estimated to generate C$7.8B by 2021, of which C$6B represents adult use and C$1.8B medical use. According to BDS Canadian market data conducted in 2017 and published in Q1 of 2018, 21% of Canadians have used cannabis in the last 6 months and approximately 50% of adults are open to consuming in the next 6 months.
The US market is projected at US$40B by 2021, assuming 35 States have medical or adult-use legality as stated in the Arcview Market Research report published in 2018.
In 2017, BDS Analytics conducted a survey on Colorado cannabis consumers, demonstrating that 50% of consumers take cannabis for health and wellness reasons i.e.: sleep, anxiety, pain. Another BDS report published in June 2018 demonstrated that flower represented approximately 60% of sales in California.
Filing of Two Patent Applications for Innovative Cannabis Extraction Processes
On August 9, 2018, we have filed two applications with the United States Patent and Trademark Office (USPTO) for patents related to the extraction of cannabis material. The extraction processes provide highly-efficient methods to obtain cannabinoids and other desired compounds from the cannabis plant at a greater purity than conventional methods. Both processes are applicable to marijuana and hemp and will be incorporated into the Company’s Good Manufacturing Practices (GMP)-certified extraction facility in Sherbrooke upon approval of the applicable licensing to produce cannabis extract (pursuant to the CR).
The first patent application outlines a method of extracting and isolating compounds from plants of the Cannabis genus at low temperature by using a cold organic solvent. The second patent application similarly provides for a method for extracting compounds from cannabis at low temperature, but without the use of organic solvents. Specifically, this patent relates to a process for high recovery of cannabinoids and terpenes by using natural solvents.
4
management discussion and analysis of the financial situation and operating results
In prior periods and until the loss of control of the subsidiary Acasti on December 27, 2017, the Corporation had two reportable segments which were the Corporation’s strategic business units, the nutraceutical and the cardiovascular segments. The nutraceutical segment that produces and commercializes nutraceutical products and turnkey solutions for primarily omega-3 softgel capsules and liquids, which includes the results of Biodroga, and the cannabis oil extraction project which began in October 2017 are the strategic business segments of the Corporation.
Information regarding the results of each reportable segment is included below. The cardiovascular results are presented until the loss of control. Performance is measured based on segment income (loss) from operating activities before corporate costs, as included in the internal management reports that are reviewed by the Corporation’s Chief Operating Decision Maker. Segment income (loss) from operating activities before corporate costs is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. A new measure has been added during the three-month and six-month periods ended September 30, 2018, segment income (loss) from operating activities before corporate costs, in order to better reflect the performance of each segment that are reviewed by the Chief Operating Decision Maker. The comparative periods have been recast accordingly.
The Sherbrooke facility has been repurposed from the krill oil activities and will be used for the development of unique extractions targeted towards high potential growth segments such as the cannabis industry and therefore, is now presented under the cannabis segment information.
5
management discussion and analysis of the financial situation and operating results
S elected financial information by segment is as follows:
The following tables show selected financial information by segments:
Three-month period ended September 30, 2018
|
Nutraceutical |
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Cannabis |
|
Corporate |
|
Total |
|
||||
|
$ |
|
$ |
|
$ |
|
$ |
|
||||
Total revenues |
|
7,071 |
|
– |
|
|
|
|
|
7,071 |
|
|
Gross margin |
|
2,357 |
|
– |
|
|
|
|
|
2,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R&D expenses, net of tax credits and grants |
|
(99 |
) |
|
(1,590 |
) |
|
|
|
|
(1,689 |
) |
SG&A expenses |
|
(1,095 |
) |
|
(479 |
) |
|
|
|
|
(1,574 |
) |
Segment income (loss) from operating activities before corporate expenses |
|
1,163 |
|
|
(2,069 |
) |
|
|
|
|
(906 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated costs: |
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and administrative expenses |
|
|
|
|
|
|
|
(1,915 |
) |
|
(1,915 |
) |
Net finance costs |
|
|
|
|
|
|
|
(54 |
) |
|
(54 |
) |
Income tax expense |
|
|
|
|
|
|
|
(175 |
) |
|
(175 |
) |
Net loss |
|
|
|
|
|
|
|
|
|
|
(3,050 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Segment EBITDA 1 (non-IFRS operating segment loss) 1 calculation |
|
|
|
|
|
|
|
|
|
|
|
|
Segment income (loss) from operating activities before corporate expenses |
|
1,163 |
|
|
(2,069 |
) |
|
|
|
|
|
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
188 |
|
|
495 |
|
|
|
|
|
|
|
Stock-based compensation |
|
114 |
|
|
256 |
|
|
|
|
|
|
|
Adjusted Segment EBITDA 1 (non-IFRS operating segment loss) 1 |
|
1,465 |
|
|
(1,318 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-IFRS operating loss 1 calculation |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
(3,050 |
) |
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
734 |
|
Net finance costs |
|
|
|
|
|
|
|
|
|
|
54 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
859 |
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
175 |
|
Non-IFRS operating loss 1 |
|
|
|
|
|
|
|
|
|
|
(1,228 |
) |
1 The Adjusted Segment EBITDA or Non-IFRS operating segment loss (Earnings Before Interest, Taxes, Depreciation and Amortization) and the Adjusted EBITDA or Non-IFRS operating loss are not standard measures endorsed by IFRS requirements.
6
management discussion and analysis of the financial situation and operating results
Three-month period ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
Inter-segment |
|
|
|
|
|
|
Nutraceutical |
|
Cardiovascular |
|
Corporate |
|
eliminations |
|
Total |
|
|||||
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Total revenues |
|
6,795 |
|
– |
|
|
|
|
– |
|
|
6,795 |
|
||
Gross margin |
|
408 |
|
– |
|
|
|
|
– |
|
|
408 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R&D expenses, net of tax credits and grants |
|
(345 |
) |
|
(3,349 |
) |
|
|
|
|
581 |
|
|
(3,113 |
) |
SG&A expenses |
|
(1,580 |
) |
|
(1,037 |
) |
|
|
|
– |
|
|
(2,617 |
) |
|
Other income - net gain on sale of assets |
|
23,871 |
|
– |
|
|
|
|
– |
|
|
23,871 |
|
||
Segment income (loss) from operating activities before corporate expenses |
|
22,354 |
|
|
(4,386 |
) |
|
|
|
|
581 |
|
|
18,549 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and administrative expenses |
|
|
|
|
|
|
|
(1,396 |
) |
|
|
|
|
(1,396 |
) |
Net finance costs |
|
|
|
|
|
|
|
(1,029 |
) |
|
|
|
|
(1,029 |
) |
Income tax expense |
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
(7 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
16,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Segment EBITDA 1 (non-IFRS operating segment loss) 1 calculation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment income (loss) from operating activities before corporate expenses |
|
22,354 |
|
|
(4,386 |
) |
|
|
|
|
581 |
|
|
|
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
711 |
|
|
667 |
|
|
|
|
|
(581 |
) |
|
|
|
Stock-based compensation |
|
85 |
|
|
295 |
|
|
|
|
– |
|
|
|
|
|
Impairment loss on inventories |
|
1,719 |
|
– |
|
|
|
|
– |
|
|
|
|
||
Other income - net gain on sale of assets |
|
(23,871 |
) |
– |
|
|
|
|
– |
|
|
|
|
||
Adjusted Segment EBITDA 1 (non-IFRS operating segment loss) 1 |
|
998 |
|
|
(3,424 |
) |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-IFRS operating loss 1 calculation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
16,117 |
|
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
895 |
|
Net finance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,029 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
516 |
|
Impairment loss on inventories |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,719 |
|
Other income - net gain on sale of assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,871 |
) |
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
Non-IFRS operating loss 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,588 |
) |
1 The Adjusted Segment EBITDA or Non-IFRS operating segment loss (Earnings Before Interest, Taxes, Depreciation and Amortization) and the Adjusted EBITDA or Non-IFRS operating loss are not standard measures endorsed by IFRS requirements.
7
management discussion and analysis of the financial situation and operating results
Six-month period ended September 30, 2018
|
Nutraceutical |
|
Cannabis |
|
Corporate |
|
Total |
|
||||
|
$ |
|
$ |
|
$ |
|
$ |
|
||||
Total revenues |
|
12,240 |
|
– |
|
|
|
|
|
12,240 |
|
|
Gross margin |
|
3,851 |
|
– |
|
|
|
|
|
3,851 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R&D expenses, net of tax credits and grants |
|
(186 |
) |
|
(3,179 |
) |
|
|
|
|
(3,365 |
) |
SG&A expenses |
|
(2,183 |
) |
|
(976 |
) |
|
|
|
|
(3,159 |
) |
Segment income (loss) from operating activities before corporate expenses |
|
1,482 |
|
|
(4,155 |
) |
|
|
|
|
(2,673 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated costs: |
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and administrative expenses |
|
|
|
|
|
|
|
(4,183 |
) |
|
(4,183 |
) |
Net finance costs |
|
|
|
|
|
|
|
(202 |
) |
|
(202 |
) |
Income tax expense |
|
|
|
|
|
|
|
(92 |
) |
|
(92 |
) |
Net loss |
|
|
|
|
|
|
|
|
|
|
(7,150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Segment EBITDA 1 (non-IFRS operating segment loss) 1 calculation |
|
|
|
|
|
|
|
|
|
|
|
|
Segment income (loss) from operating activities before corporate expenses |
|
1,482 |
|
|
(4,155 |
) |
|
|
|
|
|
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
374 |
|
|
1,011 |
|
|
|
|
|
|
|
Stock-based compensation |
|
244 |
|
|
524 |
|
|
|
|
|
|
|
Adjusted Segment EBITDA 1 (non-IFRS operating segment loss) 1 |
|
2,100 |
|
|
(2,620 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-IFRS operating loss 1 calculation |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
(7,150 |
) |
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
1,488 |
|
Net finance costs |
|
|
|
|
|
|
|
|
|
|
202 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
1,884 |
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
92 |
|
Non-IFRS operating loss 1 |
|
|
|
|
|
|
|
|
|
|
(3,484 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets 3 |
|
24,206 |
|
|
45,797 |
|
|
28,338 |
|
|
98,341 |
|
Cash, cash equivalents, short-term investment and restricted short-term investment |
|
2,394 |
|
– |
|
|
18,070 |
|
|
20,464 |
|
|
Working capital 2 |
|
3,172 |
|
|
(1,093 |
) |
|
17,126 |
|
|
19,205 |
|
1 The Adjusted Segment EBITDA or Non-IFRS operating segment loss (Earnings Before Interest, Taxes, Depreciation and Amortization) and the Adjusted EBITDA or Non-IFRS operating loss are not standard measures endorsed by IFRS requirements.
2 The working capital is presented for information purposes only and represents a measurement of the Corporation’s short-term financial health mostly used in financial circles. The working capital is calculated by subtracting current liabilities from current assets. Because there is no standard method endorsed by IFRS, the results may not be comparable to similar measurements presented by other public companies.
3
The corporate reportable segment assets include the investment in Acasti.
8
management discussion and analysis of the financial situation and operating results
Six-month period ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
Inter-segment |
|
|
|
|
|
|
Nutraceutical |
|
Cardiovascular |
|
Corporate |
|
eliminations |
|
Total |
|
|||||
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Total revenues |
|
13,326 |
|
– |
|
|
|
|
– |
|
|
13,326 |
|
||
Gross margin |
|
2,851 |
|
– |
|
|
|
|
– |
|
|
2,851 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R&D expenses, net of tax credits and grants |
|
(737 |
) |
|
(5,331 |
) |
|
|
|
|
1,161 |
|
|
(4,907 |
) |
SG&A expenses |
|
(2,837 |
) |
|
(1,853 |
) |
|
|
|
– |
|
|
(4,690 |
) |
|
Other income - net gain on sale of assets |
|
23,871 |
|
– |
|
|
|
|
– |
|
|
23,871 |
|
||
Segment income (loss) from operating activities before corporate expenses |
|
23,148 |
|
|
(7,184 |
) |
|
|
|
|
1,161 |
|
|
17,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and administrative expenses |
|
|
|
|
|
|
|
(2,960 |
) |
|
|
|
|
(2,960 |
) |
Net finance costs |
|
|
|
|
|
|
|
(1,428 |
) |
|
|
|
|
(1,428 |
) |
Income tax recovery |
|
|
|
|
|
|
|
13 |
|
|
|
|
|
13 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
12,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Segment EBITDA 1 (non-IFRS operating segment loss) 1 calculation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment income (loss) from operating activities before corporate expenses |
|
23,148 |
|
|
(7,184 |
) |
|
|
|
|
1,161 |
|
|
|
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
1,444 |
|
|
1,335 |
|
|
|
|
|
(1,161 |
) |
|
|
|
Stock-based compensation |
|
154 |
|
|
331 |
|
|
|
|
– |
|
|
|
|
|
Impairment loss on inventories |
|
1,719 |
|
– |
|
|
|
|
– |
|
|
|
|
||
Other income - net gain on sale of assets |
|
(23,871 |
) |
– |
|
|
|
|
– |
|
|
|
|
||
Adjusted Segment EBITDA 1 (non-IFRS operating segment loss) 1 |
|
2,594 |
|
|
(5,518 |
) |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-IFRS operating loss 1 calculation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
12,750 |
|
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,922 |
|
Net finance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,428 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
913 |
|
Impairment loss on inventories |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,719 |
|
Other income - net gain on sale of assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,871 |
) |
Legal fees related to royalty settlements |
|
|
|
|
|
|
|
|
|
|
|
|
|
91 |
|
Income tax recovery |
|
|
|
|
|
|
|
|
|
|
|
|
|
(13 |
) |
Non-IFRS operating loss 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,061 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
66,118 |
|
|
19,758 |
|
|
33,290 |
|
|
(11,294 |
) |
|
107,872 |
|
Cash, cash equivalents and restricted short-term investments |
|
2,475 |
|
|
5,329 |
|
|
31,796 |
|
– |
|
|
39,600 |
|
|
Working capital 2 |
|
2,068 |
|
|
2,461 |
|
|
30,817 |
|
|
1 |
|
|
35,347 |
|
1 The Adjusted Segment EBITDA or Non-IFRS operating segment loss (Earnings Before Interest, Taxes, Depreciation and Amortization) and the Adjusted EBITDA or Non-IFRS operating loss are not standard measures endorsed by IFRS requirements.
2 The working capital is presented for information purposes only and represents a measurement of the Corporation’s short-term financial health mostly used in financial circles. The working capital is calculated by subtracting current liabilities from current assets. Because there is no standard method endorsed by IFRS, the results may not be comparable to similar measurements presented by other public companies.
9
management discussion and analysis of the financial situation and operating results
Key ratios of the nutraceutical segment
|
Three-month period ended September 30, 2018 |
|
Three-month period ended September 30, 2017 |
|
Six-month period ended September 30, 2018 |
|
Six-month period ended September 30, 2017 |
|
||||
Key ratios (in % of total revenues): |
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
33 |
% |
|
6 |
% |
|
31 |
% |
|
21 |
% |
R&D expenses net of tax credits and grants |
|
1 |
% |
|
5 |
% |
|
2 |
% |
|
6 |
% |
SG&A expenses |
|
15 |
% |
|
23 |
% |
|
18 |
% |
|
21 |
% |
OPERATING RESULTS OF THE NUTRACEUTICAL SEGMENT
Revenues
Total revenues for the three-month period ended September 30, 2018 amounted to $7,071, representing an increase of $276 or 4% compared to $6,795 for the three-month period ended September 30, 2017. Total revenues for the six-month period ended September 30, 2018 amounted to $12,240, representing a decrease of $1,086 or 8% compared to $13,326 for the six-month period ended September 30, 2017. The decrease for the six-month period ended September 30, 2018 was directly related to the sale of the krill oil manufacturing and distribution activities (“Transaction”). The krill oil manufacturing and distribution sales were respectively $801 and $2,096 for the three-month and six-month period September 30, 2017. Total revenues for the nutraceutical segment compared with total revenues excluding krill oil manufacturing business increased by respectively 18% and 9% for the three-month and six-month periods ended September 30, 2018 compared to the three-month and six-month periods ended September 30, 2017. This increase is mainly coming from more revenues in royalty as indicated below, and from business of new customers.
Total revenues for the three-month period ended September 30, 2018 include $488 of royalty compared to $246 for the three-month period ended September 30, 2017. Total revenues for the six-month period ended September 30, 2018 include $758 of royalty compared to $480 for the six-month period ended September 30, 2017. Royalty streams are coming from an existing licensing agreement that was excluded from the Transaction. The increase is directly related to increased sales of our licensee.
Gross Margin
Gross margin is calculated by deducting the cost of sales from total revenues. Cost of sales consists primarily of costs incurred to manufacture products, including sub-contractors, freight expenses and duties on raw materials, storage and handling costs and lab testing on raw materials and finish goods.
Gross margin for the three-month period ended September 30, 2018 amounted to $2,357 compared to $408 for the three-month period ended September 30, 2017. Gross margin for the six-month period ended September 30, 2018 amounted to $3,851 compared to $2,851 for the six-month period ended September 30, 2017. The increase in gross margin for the three-month and six-month periods ended September 30, 2018 compared to the three-month and six-month periods ended September 30, 2017 was directly related to the impairment loss on inventories recorded last year related to the Transaction concluded as explained above partially offset by increase in royalty revenues. The krill oil manufacturing and distribution gross margin on sales, excluding the impairment loss on inventories of $1,719, were respectively $364 and $1,197 for the three-month and six-month periods ended September 30, 2017.
Gross margin in % of total revenues increased from 6% for the three-month period ended September 30, 2017 to 33% for the three-month period ended September 30, 2018. Gross margin in % of total revenues increased from 21% for the six-month period ended September 30, 2017 to 31% for the six-month period ended September 30, 2018. Last year gross margin in % when adjusted for the krill oil sale Transaction would have been 29% and 30% respectively for the three-month and six-month periods ended September 30, 2017. The increase in gross margin percentage versus last year is mainly related to products revenue mix and increase in royalty revenues .
Research and Development (R&D) Expenses Net of Tax Credits and Grants
R&D expenses net of tax credits and grants amounted to $99 in the three-month period ended September 30, 2018 compared to $345 in the three-month period ended September 30, 2017, a decrease of $246. R&D expenses net of tax credits and grants amounted to $186 in the six-month period ended September 30, 2018 compared to $737 in the six-month period ended September 30, 2017, a decrease of $551. The decrease for the three-month and six-month periods ended September 30, 2018 is
10
management discussion and analysis of the financial situation and operating results
attributable to the reorientation of a portion of the R&D projects to medical and wellness cannabinoid-based products activities after the sale of assets. Cannabis activities are now presented as a separate segment of the Corporation. Refer to Operating results of cannabis segment section below.
Selling, General and Administrative (SG&A) Expenses
SG&A expenses amounted to $1,095 in the three-month period ended September 30, 2018 compared to $1,580 for the three-month period ended September 30, 2017, a decrease of $485. SG&A expenses amounted to $2,183 in the six-month period ended September 30, 2018 compared to $2,837 for the six-month period ended September 30, 2017, a decrease of $654. The decrease in the three-month and six-month periods ended September 30, 2018 is mainly attributable to the sale of the krill oil manufacturing and distribution activities.
Adjusted Segment EBITDA 1 before corporate expenses
Adjusted Segment EBITDA of the nutraceutical segment increased by $467 for the three-month period ended September 30, 2018 to an adjusted Segment EBITDA of $1,465 compared to the three-month period ended September 30, 2017. Adjusted Segment EBITDA of the nutraceutical segment decreased by $494 for the six-month period ended September 30, 2018 to an adjusted Segment EBITDA of $2,100 compared to the six-month period ended September 30, 2017. The increase in Adjusted segment EBITDA for the three-month period e nded September 30, 2018 compared to the three-month period ended September 30, 2017 is mainly attributable to the gross margin increase as explained above. The decrease in Adjusted segment EBITDA for the six-month period ended September 30, 2018 is related to the decrease in sales related to the Transaction, partially offset by the increase in royalty revenues .
OPERATING RESULTS OF THE CANNABIS SEGMENT
Research and Development (R&D) Expenses Net of Tax Credits and Grants
R&D expenses net of tax credits and grants of the cannabis segment amounted to $1,590 in the three-month period ended September 30, 2018. R&D expenses net of tax credits and grants of the cannabis segment amounted to $3,179 in the six-month period ended September 30, 2018. Depreciation and amortization of $495 and stock-based compensation of $109 for the three-month period ended September 30, 2018 are included in these R&D expenses. Depreciation and amortization of $1,011 and stock-based compensation of $215 for the six-month period ended September 30, 2018 are included in these R&D expenses. Since the sale of assets and the repurposing of the Sherbrooke facility, the depreciation and amortization of the plant and equipment is recorded under R&D as part of the cannabis project until we start to generate revenues. R&D expenses of the cannabis segment are also comprised of salaries and benefits and expenses to operate the facility.
Selling, General and Administrative (SG&A) Expenses
SG&A expenses of the cannabis segment amounted to $479 in the three-month period ended September 30, 2018. SG&A expenses of the cannabis segment amounted to $976 in the six-month period ended September 30, 2018. The SG&A expenses are related to business development activities and consist mainly in salaries and benefits, travelling and representation and marketing expenses. Stock-based compensation of $147 and $309, respectively, for the three-month and six-month periods ended September 30, 2018 are also included in this SG&A amount.
Non-IFRS operating segment loss 1 before corporate expenses
Non-IFRS operating segment loss amounted to $1,318 for the three-month period ended September 30, 2018. Non-IFRS operating segment loss amounted to $2,620 for the six-month period ended September 30, 2018. The non-IFRS operating segment loss is attributable to R&D expenses net of tax credits and grants and SG&A expenses, before depreciation and amortization and stock-based compensation.
CONSOLIDATED RESULTS
As stated in the Loss of Control of the Subsidiary Acasti section of the 2018 Annual MD&A, management has determined that the Corporation lost the de facto control of the subsidiary on December 27, 2017. On that date, the Corporation ceased consolidating Acasti and therefore, no results of Acasti were presented from that date and in the three-month and six-month periods ended
|
1 The Adjusted Segment EBITDA or Non-IFRS operating segment loss (Earnings Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements. |
|
11
management discussion and analysis of the financial situation and operating results
September 30, 2018. Results of Acasti, that represented the cardiovascular segment, are included in the comparative three-month and six-mon th periods ended September 30, 2017.
Corporate general and administrative expenses
The Corporate general and administrative expenses are amounts that are not allocated to the segments and consist of the following types of expenses: salaries and benefits of administration and marketing departments, including board of directors, corporate and legal fees, professional fees, communications and investor relations, and expenses related to head office such as rent, insurance and human resources expenses. It amounted to $1,915 for the three-month period ended September 30, 2018 compared to $1,396 for the three-month period ended September 30, 2017, an increase of $519. The Corporate general and administrative expenses amounted to $4,183 for the six-month period ended September 30, 2018 compared to $2,960 for the six-month period ended September 30, 2017, an increase of $1,223. The increase is mainly attributable to an increase in stock-based compensation, insurance, corporate and legal fees, and salaries and benefits partially offset by a decrease in depreciation and amortization related to IP sold.
Net finance costs
The net finance costs amounted to $54 for the three-month period ended September 30, 2018 compared to $1,029 for the three-month period ended September 30, 2017, a decrease of $975. The net finance costs amounted to $202 for the six-month period ended September 30, 2018 compared to $1,428 for the six-month period ended September 30, 2017, a decrease of $1,226. The decrease for the three-month and six-month periods ended September 30, 2018 is mainly attributable to the decrease in finance costs following the reduction of debt in August 2017 and an increase in finance income related to interest recorded on short-term investments resulting from the Transaction of sale of assets. The decrease in net finance costs is partially offset by a gain on change in fair value of derivative assets and liabilities recorded in the three-month and six-month periods ended September 30, 2017.
Non-IFRS operating loss 1
Non-IFRS operating loss decreased by $2,360 for the three-month period ended September 30, 2018 to a non-IFRS operating loss of $1,228 compared to the three-month period ended September 30, 2017. The non-IFRS operating loss increased by $1,064 before consideration of Acasti’s non-IFRS operating loss for the three-month period ended September 30, 2017. Non-IFRS operating loss decreased by $1,577 for the six-month period ended September 30, 2018 to a non-IFRS operating loss of $3,484 compared to the six-month period ended September 30, 2017. The non-IFRS operating loss increased by $3,941 before consideration of Acasti’s non-IFRS operating loss for the six-month period ended September 30, 2017.
The increase in non-IFRS operating loss before consideration of Acasti for the three-month and six-month periods e nded September 30, 2018 compared to the three-month and six-month periods ended September 30, 2017 is mainly attributable to the investment in the cannabis segment in R&D and business development and additional expenses in corporate general and administrative.
Net loss
The Corporation realized a net loss for the three-month period ended September 30, 2018 of $3,050 compared to a net income of $16,117 for the three-month period ended September 30, 2017 , a decrease of $19,167. The net income was $19,922 before consideration of Acasti’s net loss for the three-month period ended September 30, 2017. The Corporation realized a net loss for the six-month period ended September 30, 2018 of $7,150 compared to a net income of $12,750 for the six-month period ended September 30, 2017 , a decrease of $19,900. The net income was $18,773 before consideration of Acasti’s net loss for the six-month period ended September 30, 2017.
The increase in the net loss for the three-month and six-month periods ended September 30, 2018 is mainly attributable to the net gain on sale of assets. The same reasons as stated in the Non-IFRS operating loss section above also explained the increase in the net loss.
|
1 The Adjusted Segment EBITDA or Non-IFRS operating segment loss (Earnings Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements. |
|
12
management discussion and analysis of the financial situation and operating results
CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES
Our operations, R&D program, cannabis project, capital expenditures and acquisitions are mainly financed through the cash that came from the sale of the krill business, cash flows from operating activities and liquidities, as well as the issuance of debt and common shares.
The Corporation entered into an interest rate swap to manage interest rate fluctuations. The fair value of this swap is presented under other financial asset caption in the statement of financial position. Under this decreasing swap with an original nominal value of $5,625 (value of $3,482 as at September 30, 2018), maturing December 27, 2018, the Corporation pays a fixed interest rate of 2.94% plus an applicable margin and receives a variable rate based on prime rate. This interest rate swap has been designated as a cash flow hedge of the variable interest payment on the loan amounting to $3,370 as of September 30, 2018.
Operating Activities
During the three-month period ended September 30, 2018, the cash used in operating activities amounted to $719. The cash flows used by operations before the change in operating assets and liabilities amounted to $1,259. The change in operating assets and liabilities amounting to $540, mainly resulting from variations in inventories, trade and other payables and deferred revenues, reduced the cash flows used by operations to $719. This use of cash in operating activities mainly reflects the investment of the Corporation in the cannabis business development.
During the three-month period ended September 30, 2017, the cash from operating activities, including Acasti’s operating activities, amounted to $3,810. The cash flows used by operations before the change in operating assets and liabilities amounted to $5,314. The change in operating assets and liabilities amounting to $9,125, mainly coming from trade and other receivables, prepaid expenses, inventories and trade and other payables, increased the cash flows from operations to $3,810. The cash from operating activities mainly reflects the sale of the krill oil inventories and the receipt of net receivable account.
During the six-month period ended September 30, 2018, the cash used in operating activities amounted to $2,977. The cash flows used by operations before the change in operating assets and liabilities amounted to $3,636. The change in operating assets and liabilities amounting to $659, mainly resulting from variations in trade and other receivables, inventories, prepaid expenses, trade and other payables and deferred revenues, reduced the cash flows used by operations to $2,977. This use of cash in operating activities mainly reflects the investment of the Corporation in the cannabis business development.
During the six-month period ended September 30, 2017, the cash used in operating activities, including Acasti’s operating activities, amounted to $379. The cash flows used by operations before the change in operating assets and liabilities amounted to $7,118. The change in operating assets and liabilities amounting to $6,739, mainly coming from trade and other receivables, inventories and trade and other payables, decreased the cash flows used in operations to $379. The cash used in operating activities mainly reflects the payment of trade and other payable with the proceeds from the Transaction, partially offset by the sale of the krill oil inventories and the receipt of net receivable account.
Investing Activities
During the three-month period ended September 30, 2018, the cash flows used for investing activities were mainly for acquisition of property, plant and equipment (PPE) ($1,961), computer software ($63) related to the work on site security and CO 2 extraction equipment of the cannabis business and the payment of a licence agreement ($66). Investing activities also include interest received of $70.
The investing activities for the three-month period ended September 30, 2017 include proceeds of $43,076 resulting from the Transaction. During the three-month period ended September 30, 2017, except for the variation in the short-term investments generating $164 of cash, the cash flows used for investing activities were for acquisition of PPE ($151) and for acquisition of intellectual property ($3,572) which was payable as at March 31, 2017.
During the six-month period ended September 30, 2018, the cash flows used for investing activities were mainly for acquisition of PPE ($3,859), computer software ($63) related to the work on site security and CO 2 extraction equipment of the cannabis business and payment of a licence agreement ($90). Investing activities also include interest received of $134.
The investing activities for the six-month period ended September 30, 2017 include proceeds of $43,076 resulting from the Transaction. During the six-month period ended September 30, 2017, except for the variation in the short-term investments
13
management discussion and analysis of the financial situation and operating results
generating $323 of cash, the cash flows used for investing activities were for acquisition of PPE ($302) and for acquisition of intellectual property ($3,590) which wa s payable as at March 31, 2017.
Financing Activities
During the three-month period ended September 30, 2018, the financing activities generated $356 of cash mainly for the exercise of options of the Corporation for $719 and the use of line of credit for $80, partially offset by the repayment of loans and borrowings of $368 and for interest paid of $75.
During the three-month period ended September 30, 2017, the financing activities used $15,543 of cash mainly for the repayment of loans and borrowings of $14,972, for the interest paid of $238 and for the penalty on debt reimbursement of $263.
During the six-month period ended September 30, 2018, the financing activities generated $627 of cash mainly for the exercise of options of the Corporation for $1,415 and the use of line of credit for $100, partially offset by the repayment of loans and borrowings of $737 and for interest paid of $152.
During the six-month period ended September 30, 2017, the financing activities used $17,627 of cash mainly for the repayment of loans and borrowings of $16,203, for the interest paid of $671, for the penalty on debt reimbursement of $263 and for the payment of Acasti public offering and debt issuance transaction costs of $421.
At September 30, 2018, the Corporation’s liquidity position, consisting of cash and cash equivalents, was $18,054. The Corporation also has short-term investments of $2,350 and a restricted short-term investment of $60.
The Corporation has an authorized bank line of credit of $2,500 (expiring on July 31, 2019), of which $1,910 was available as at September 30, 2018.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table sets out selected consolidated financial information for the three-month and six-month periods ended September 30, 2018 and 2017. Variations in these amounts have been explained in the segment disclosures section above.
|
Three-month period ended September 30, 2018 |
|
Three-month period ended September 30, 2017 |
|
Six-month period ended September 30, 2018 |
|
Six-month period ended September 30, 2017 |
|
||||
|
$ |
|
$ |
|
$ |
|
$ |
|
||||
Total revenues |
|
7,071 |
|
|
6,795 |
|
|
12,240 |
|
|
13,326 |
|
Non-IFRS operating loss 1 |
|
(1,228 |
) |
|
(3,588 |
) |
|
(3,484 |
) |
|
(5,061 |
) |
Net income (loss) |
|
(3,050 |
) |
|
16,117 |
|
|
(7,150 |
) |
|
12,750 |
|
Net income (loss) attributable to equity holders of the Corporation |
|
(3,050 |
) |
|
19,074 |
|
|
(7,150 |
) |
|
17,528 |
|
Basic and diluted income (loss) per share |
|
(0.04 |
) |
|
0.24 |
|
|
(0.09 |
) |
|
0.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
|
98,341 |
|
|
107,872 |
|
Working capital 2 |
|
|
|
|
|
|
|
19,205 |
|
|
35,347 |
|
Non-current financial liabilities |
|
|
|
|
|
|
|
320 |
|
|
5,607 |
|
Equity attributable to equity holders of the Corporation |
|
|
|
|
|
|
|
84,698 |
|
|
84,082 |
|
1 The Non-IFRS operating loss (Operating loss Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements. A reconciliation to the Corporation’s net loss is presented above.
2 The working capital is presented for information purposes only and represents a measurement of the Corporation’s short-term financial health mostly used in financial circles. The working capital is calculated by subtracting current liabilities from current assets. Because there is no standard method endorsed by IFRS, the results may not be comparable to similar measurements presented by other public companies.
14
management discussion and analysis of the financial situation and operating results
SELECTED CONSOLIDATED QUARTERLY FINANCIAL DATA
As explained in other sections, the Corporation revenues are entirely generated by the nutraceutical segment. The cardiovascular segment included until the loss of control on December 27, 2017, conducts research activities and has incurred losses since inception. Quarterly data is presented below.
|
|
September 30, |
|
|
June 30, |
|
|
March 31, |
|
|
December 31, |
|
||||
|
|
2018 |
|
|
2018 |
|
|
2018 |
|
|
2017 |
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total Revenues |
|
|
7,071 |
|
|
|
5,168 |
|
|
|
7,005 |
|
|
|
7,315 |
|
Non-IFRS operating loss 1 |
|
|
(1,228 |
) |
|
|
(2,257 |
) |
|
|
(1,802 |
) |
|
|
(5,442 |
) |
Net income (loss) |
|
|
(3,050 |
) |
|
|
(4,100 |
) |
|
|
(4,752 |
) |
|
|
1,341 |
|
Net income (loss) attributable to equity holders of the Corporation |
|
|
(3,050 |
) |
|
|
(4,100 |
) |
|
|
(4,752 |
) |
|
|
4,755 |
|
Basic and diluted income (loss) per share |
|
|
(0.04 |
) |
|
|
(0.05 |
) |
|
|
(0.06 |
) |
|
|
0.06 |
|
|
|
September 30, |
|
|
June 30, |
|
|
March 31, 2017 |
|
|
November 30, |
|
||||
|
|
2017 |
|
|
2017 |
|
|
(4 months) |
|
|
2016 |
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total Revenues |
|
|
6,795 |
|
|
|
6,531 |
|
|
|
11,829 |
|
|
|
12,141 |
|
Non-IFRS operating loss 1 |
|
|
(3,588 |
) |
|
|
(1,473 |
) |
|
|
(1,227 |
) |
|
|
(464 |
) |
Net income (loss) |
|
|
16,117 |
|
|
|
(3,367 |
) |
|
|
(2,298 |
) |
|
|
9,421 |
|
Net income (loss) attributable to equity holders of the Corporation |
|
|
19,074 |
|
|
|
(1,546 |
) |
|
|
(424 |
) |
|
|
10,685 |
|
Basic and diluted income (loss) per share |
|
|
0.24 |
|
|
|
(0.02 |
) |
|
|
(0.01 |
) |
|
|
0.14 |
|
Quarterly revenues starting September 30, 2017 reflect the sale of assets related to the Transaction. Revenues of the quarter ended June 30, 2017 are lower than revenues of the previous quarters because of the decrease in the quantity of kg of krill oil sold. The net loss for the quarter ended March 31, 2018 includes an impairment loss on inventories of $658. The net income for the quarter ended December 31, 2017 includes a gain on loss of control of the subsidiary Acasti of $8,784. The net income for the quarter ended September 30, 2017 includes other income related to sale of assets of $23,871 and impairment loss on inventories of $1,719. The net income for the quarter ended November 30, 2016 includes other income related to royalty settlement of $13,117.
CONSOLIDATED FINANCIAL POSITION
The following table details the significant changes to the statement of financial position (other than equity) at September 30, 2018 compared to March 31, 2018 :
Accounts |
Increase (Reduction) |
|
Comments |
|
Cash and cash equivalents |
|
(6,233 |
) |
Refer to "Consolidated liquidity and capital resources" |
Trade and other receivables |
|
(652 |
) |
Receipt of accounts receivables |
Prepaid expenses |
|
364 |
|
Renewal of services |
Inventories |
|
905 |
|
Increase of raw materials for incoming sales orders |
Property, plant and equipment |
|
3,612 |
|
Improvement to Sherbrooke facility for cannabis project net of depreciation |
Intangible assets |
|
(254 |
) |
Amortization of intangible assets |
Other financial asset |
|
2,026 |
|
Increase in fair value of the investment in Acasti |
Trade and other payables |
|
2,046 |
|
Increase in purchases related to inventories and PPE net of payment |
Deferred revenues |
|
143 |
|
Increase of deferred revenues |
Deferred tax liabilities |
|
92 |
|
Income tax expense |
Loans and borrowings |
|
(622 |
) |
Repayments less increase in bank line of credit |
See the statement of changes in equity in the consolidated financial statements for details of changes to the equity accounts from March 31, 2018.
1 The Non-IFRS operating loss (Operating loss Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements. A reconciliation to the Corporation’s net loss is presented above.
15
management discussion and analysis of the financial situation and operating results
CONSOLIDATED CONTRACTUAL OBLIGATIONS
The following are the contractual maturities of financial liabilities and other contracts as at September 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2018 |
|
|
Required payments per year |
|
Carrying amount |
|
|
Contractual Cash flows |
|
|
Less than 1 year |
|
|
1 to 3 years |
|
|
4 to 5 years |
|
|
More than 5 years |
|
||||||
Trade and other payables and long-term payable |
|
$ |
8,993 |
|
|
$ |
8,993 |
|
|
$ |
8,793 |
|
|
$ |
200 |
|
|
$ |
– |
|
|
$ |
– |
|
Loans and borrowings* |
|
|
4,039 |
|
|
|
4,084 |
|
|
|
4,084 |
|
|
– |
|
|
– |
|
|
– |
|
|||
Research and development contracts |
|
– |
|
|
|
381 |
|
|
|
306 |
|
|
|
75 |
|
|
– |
|
|
– |
|
|||
Purchase obligations |
|
– |
|
|
|
1,615 |
|
|
|
1,615 |
|
|
– |
|
|
– |
|
|
– |
|
||||
Operating leases |
|
– |
|
|
|
1,453 |
|
|
|
410 |
|
|
|
695 |
|
|
|
348 |
|
|
– |
|
||
|
|
$ |
13,032 |
|
|
$ |
16,526 |
|
|
$ |
15,208 |
|
|
$ |
970 |
|
|
$ |
348 |
|
|
$ |
– |
|
*Includes interest payments to be made at the contractual rate.
Under the terms of its financing agreements, the Corporation is required to meet certain financial covenants. As of September 30, 2018, Neptune was compliant with all of its borrowing covenant requirements.
CONTINGENCIES
In the normal course of operations, the Corporation is involved in various claims and legal proceedings. The most significant of which are as follows:
(i) |
A former CEO of the Corporation is claiming the payment of approximately $8,500 and the issuance of equity instruments as severance entitlements under his employment contract. The Corporation intends to vigorously defend against this claim. Neptune also filed an additional claim to recover certain amounts from this former officer. |
(ii) |
Under the terms of an agreement entered into with a corporation controlled by the former CEO of the Corporation, the Corporation should pay royalties of 1% of its krill oil revenues in semi-annual instalments, for an unlimited period. Neptune filed a motion challenging the validity of certain clauses of the agreement. |
(iii) |
The Corporation initiated arbitration against a krill oil customer that owed approximately $4,776 (US$3,700). The full amount of trade receivable has been written-off in February 2015. This customer is counterclaiming a sum in damages. During the quarter, the counterclaim amount was amended to $188 million (AUD$201 million). The Corporation intends to continue to pursue its claim for unpaid receivable and to vigorously defend against this amended counterclaim. |
The outcome of these and various other claims and legal proceedings against the Corporation cannot be determined with certainty and is subject to future resolution, including the uncertainties of litigation. Based on currently available information, no additional provision has been recognised as of September 30, 2018.
CHANGES IN ACCOUNTING POLICIES AND FUTURE ACCOUNTING CHANGES
The accounting policies and basis of measurement applied in the consolidated interim financial statements for the three-month and six-month periods ended September 30, 2018 and 2017 are the same as those applied by the Corporation in its consolidated financial statements for the year ended March 31, 2018, except as disclosed below.
The Corporation has initially adopted IFRS 15, Revenue from Contracts with Customers and IFRS 9, Financial Instruments as at April 1 st , 2018. The Corporation has also adopted amendments to IFRS 2 , Classification and Measurement of Share-Based Payment Transactions on April 1 st , 2018.
Further information can be found in Note 3 of the consolidated interim financial statements for the three-month and six-month periods ended September 30, 2018.
A number of new standards, interpretations and amendments to existing standards were issued by the IASB or the IFRS Interpretations Committee (‟IFRIC”) that are mandatory but not yet effective for the three-month and six-month periods ended
16
September 30, 2018 and have not been applied in preparing the consolidated interim financial statements. The following standards have been issued by the IASB with effective dates in the future that have been determined by management to impact the consolidated financial statements:
IFRS 16, Leases
IFRIC 23, Uncertainty over Income Tax Treatments
Further information on these modifications can be found in Note 3 of the consolidated interim financial statements for the three-month and six-month periods ended September 30, 2018.
DISCLOSURE CONTROLS AND PROCEDURES ("DC&P") AND INTERNAL CONTROL OVER FINANCIAL REPORTING ("ICFR")
In compliance with the Canadian Securities Administrators’ National Instrument 52-109, the Corporation has filed certificates signed by Mr. Jim Hamilton, in his capacity as Chief Executive Officer (‟ CEO ”) and Mr. Mario Paradis, in his capacity as Chief Financial Officer (‟ CFO ”) that, among other things, report on the design of DC&P and the design of ICFR.
There have been no changes in the Corporation’s ICFR during the three-month period ended September 30, 2018 that have materially affected, or are reasonably likely materially affecting its ICFR.
RISKS AND UNCERTAINTIES
Investing in securities of the Corporation involves a high degree of risk. Prospective investors should carefully consider the risks and uncertainties described in our filings with securities regulators, including those described under the heading “Risk Factors” in our latest annual information form and Form 40-F, available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml .
ADDITIONAL INFORMATION
Updated and additional Corporation information is available on SEDAR at www. sedar.com and on EDGAR at www.sec.gov/edgar.shtml .
As at November 13, 2018, the total number of common shares issued and outstanding is 79,904,343 and the Corporation’s common shares were being traded on the TSX and on NASDAQ Capital Market under the symbol ‟NEPT”. There are also 750,000 warrants, 9,710,034 options and 454,983 deferred share units outstanding. Each warrant, option and deferred share unit is exercisable into one common share to be issued from treasury of the Corporation.
Exhibit 99.2
Consolidated Interim Financial Statements of
(Unaudited)
neptune WELLNESS SOLUTIONS Inc.
(formerly Neptune Technologies and Bioressources Inc. (note 1))
For the three-month and six-month periods ended September 30, 2018 and 2017
neptune WELLNESS SOLUTIONS inc.
Consolidated Interim Financial Statements
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
Financial Statements
neptune WELLNESS SOLUTIONS inc.
Consolidated Interim Statements of Financial Position
(Unaudited)
As at September 30, 2018 and March 31, 2018
|
|
September 30, |
|
|
March 31, |
|
||
|
|
2018 |
|
|
2018 |
|
||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
18,053,767 |
|
|
$ |
24,287,107 |
|
Short-term investment (note 8) |
|
|
2,350,000 |
|
|
|
2,350,000 |
|
Trade and other receivables |
|
|
4,939,099 |
|
|
|
5,590,847 |
|
Tax credits receivable |
|
|
36,840 |
|
|
|
49,597 |
|
Prepaid expenses |
|
|
737,037 |
|
|
|
372,944 |
|
Inventories (note 5) |
|
|
6,166,097 |
|
|
|
5,261,329 |
|
Other financial asset (note 14 (a)(ii)) |
|
|
7,945 |
|
|
|
19,090 |
|
|
|
|
32,290,785 |
|
|
|
37,930,914 |
|
|
|
|
|
|
|
|
|
|
Restricted short-term investment |
|
|
60,000 |
|
|
|
60,000 |
|
Property, plant and equipment (note 6) |
|
|
45,421,737 |
|
|
|
41,809,576 |
|
Intangible assets (note 7) |
|
|
5,053,636 |
|
|
|
5,307,634 |
|
Goodwill |
|
|
6,750,626 |
|
|
|
6,750,626 |
|
Tax credits recoverable |
|
|
152,464 |
|
|
|
152,464 |
|
Other financial asset (note 14 (a)(i)) |
|
|
8,611,618 |
|
|
|
6,585,740 |
|
Total assets |
|
$ |
98,340,866 |
|
|
$ |
98,596,954 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Trade and other payables |
|
$ |
8,793,414 |
|
|
$ |
6,747,889 |
|
Loans and borrowings (note 8) |
|
|
4,038,967 |
|
|
|
4,661,356 |
|
Deferred revenues |
|
|
252,985 |
|
|
|
109,954 |
|
|
|
|
13,085,366 |
|
|
|
11,519,199 |
|
|
|
|
|
|
|
|
|
|
Deferred lease inducements |
|
|
237,423 |
|
|
|
267,101 |
|
Long-term payable |
|
|
199,970 |
|
|
|
249,714 |
|
Deferred tax liabilities |
|
|
119,744 |
|
|
|
27,170 |
|
Total liabilities |
|
|
13,642,503 |
|
|
|
12,063,184 |
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
Share capital (note 9) |
|
|
130,690,622 |
|
|
|
128,483,507 |
|
Warrants (note 9 (d)) |
|
|
648,820 |
|
|
|
648,820 |
|
Contributed surplus |
|
|
37,448,213 |
|
|
|
36,355,549 |
|
Accumulated other comprehensive income |
|
|
2,540,292 |
|
|
|
525,559 |
|
Deficit |
|
|
(86,629,584 |
) |
|
|
(79,479,665 |
) |
Total equity |
|
|
84,698,363 |
|
|
|
86,533,770 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (note 15) |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
98,340,866 |
|
|
$ |
98,596,954 |
|
See accompanying notes to unaudited consolidated interim financial statements.
|
|
|
1
NEPTUNE WELLNESS SOLUTIONS INC.
Consolidated Interim Statements of Earnings and Comprehensive Income (Loss)
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
|
|
|
Three-month periods ended |
|
Six-month periods ended |
|
|||||||||||
|
|
|
September 30, 2018 |
|
|
September 30, 2017 |
|
|
September 30, 2018 |
|
|
September 30, 2017 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from sales (note 4) |
|
$ |
6,583,406 |
|
|
$ |
6,548,458 |
|
|
$ |
11,481,555 |
|
|
$ |
12,845,484 |
|
|
Royalty revenues |
|
|
488,049 |
|
|
|
246,461 |
|
|
|
758,174 |
|
|
|
480,249 |
|
|
Total revenues |
|
|
7,071,455 |
|
|
|
6,794,919 |
|
|
|
12,239,729 |
|
|
|
13,325,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (note 5) |
|
|
(4,714,171 |
) |
|
|
(4,667,053 |
) |
|
|
(8,389,213 |
) |
|
|
(8,755,035 |
) |
|
Other cost of sales - impairment loss on inventories (notes 4 and 6) |
|
|
— |
|
|
|
(1,719,362 |
) |
|
|
— |
|
|
|
(1,719,362 |
) |
|
|
|
|
|
(4,714,171 |
) |
|
|
(6,386,415 |
) |
|
|
(8,389,213 |
) |
|
|
(10,474,397 |
) |
Gross margin |
|
|
2,357,284 |
|
|
|
408,504 |
|
|
|
3,850,516 |
|
|
|
2,851,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses |
|
|
(1,663,946 |
) |
|
|
(3,179,261 |
) |
|
|
(3,389,310 |
) |
|
|
(5,017,216 |
) |
|
Research tax credits and grants |
|
|
(25,156 |
) |
|
|
65,757 |
|
|
|
24,743 |
|
|
|
109,686 |
|
|
|
|
|
|
(1,689,102 |
) |
|
|
(3,113,504 |
) |
|
|
(3,364,567 |
) |
|
|
(4,907,530 |
) |
Selling, general and administrative expenses |
|
|
(3,488,948 |
) |
|
|
(4,012,955 |
) |
|
|
(7,341,692 |
) |
|
|
(7,650,003 |
) |
|
Other income - net gain on sale of assets (note 4) |
|
|
— |
|
|
|
23,871,077 |
|
|
|
— |
|
|
|
23,871,077 |
|
|
Income (loss) from operating activities |
|
|
(2,820,766 |
) |
|
|
17,153,122 |
|
|
|
(6,855,743 |
) |
|
|
14,164,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income |
|
|
69,984 |
|
|
|
23,373 |
|
|
|
134,180 |
|
|
|
47,065 |
|
|
Finance costs (note 10) |
|
|
(124,042 |
) |
|
|
(1,074,140 |
) |
|
|
(335,782 |
) |
|
|
(1,784,942 |
) |
|
Change in fair value of derivative assets and liabilities |
|
|
— |
|
|
|
21,806 |
|
|
|
— |
|
|
|
309,711 |
|
|
|
|
|
|
(54,058 |
) |
|
|
(1,028,961 |
) |
|
|
(201,602 |
) |
|
|
(1,428,166 |
) |
Income (loss) before income taxes |
|
|
(2,874,824 |
) |
|
|
16,124,161 |
|
|
|
(7,057,345 |
) |
|
|
12,736,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (expense) recovery |
|
|
(175,123 |
) |
|
|
(6,895 |
) |
|
|
(92,574 |
) |
|
|
13,197 |
|
|
Net income (loss) |
|
|
(3,049,947 |
) |
|
|
16,117,266 |
|
|
|
(7,149,919 |
) |
|
|
12,749,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) on investment (note 14 (a)(i)) |
|
|
4,710,166 |
|
|
|
(9,740 |
) |
|
|
2,025,878 |
|
|
|
(41,395 |
) |
|
Net change in unrealized (losses) gains on derivatives designated as cash flow hedges (note 14 (a)(ii)) |
|
|
(5,403 |
) |
|
|
16,213 |
|
|
|
(11,145 |
) |
|
|
37,182 |
|
Total other comprehensive income (loss) |
|
|
4,704,763 |
|
|
|
6,473 |
|
|
|
2,014,733 |
|
|
|
(4,213 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) |
|
$ |
1,654,816 |
|
|
$ |
16,123,739 |
|
|
$ |
(5,135,186 |
) |
|
$ |
12,745,698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the Corporation |
|
$ |
(3,049,947 |
) |
|
$ |
19,073,861 |
|
|
$ |
(7,149,919 |
) |
|
$ |
17,528,255 |
|
|
Non-controlling interest |
|
|
— |
|
|
|
(2,956,595 |
) |
|
|
— |
|
|
|
(4,778,344 |
) |
|
Net income (loss) |
|
$ |
(3,049,947 |
) |
|
$ |
16,117,266 |
|
|
$ |
(7,149,919 |
) |
|
$ |
12,749,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the Corporation |
|
$ |
1,654,816 |
|
|
$ |
19,080,334 |
|
|
$ |
(5,135,186 |
) |
|
$ |
17,524,042 |
|
|
Non-controlling interest |
|
|
— |
|
|
|
(2,956,595 |
) |
|
|
— |
|
|
|
(4,778,344 |
) |
|
Total comprehensive income (loss) |
|
$ |
1,654,816 |
|
|
$ |
16,123,739 |
|
|
$ |
(5,135,186 |
) |
|
$ |
12,745,698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted income (loss) per share |
|
$ |
(0.04 |
) |
|
$ |
0.24 |
|
|
$ |
(0.09 |
) |
|
$ |
0.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average number of common shares (note 12) |
|
|
79,399,624 |
|
|
|
78,629,292 |
|
|
|
79,141,424 |
|
|
|
78,475,045 |
|
|
Diluted weighted average number of common shares (note 12) |
|
|
79,399,624 |
|
|
|
78,967,880 |
|
|
|
79,141,424 |
|
|
|
78,802,277 |
|
See accompanying notes to unaudited consolidated interim financial statements.
2
NEPTUNE WELLNESS SOLUTIONS INC.
Consolidated Interim Statements of Changes in Equity
(Unaudited)
For the six-month periods ended September 30, 2018 and 2017
|
|
Attributable to equity holders of the Corporation |
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|||||
|
|
Share Capital |
|
|
|
|
|
|
|
|
|
|
other comprehensive |
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income (loss) |
|
|
|
|
|
|
|
|
|
|||||
|
|
Number |
|
|
Dollars |
|
|
Warrants |
|
|
Contributed surplus |
|
|
Investment in equity instruments |
|
|
Cash flow hedges |
|
|
Deficit |
|
|
Total |
|
||||||||
Balance at March 31, 2018 |
|
|
78,804,212 |
|
|
$ |
128,483,507 |
|
|
$ |
648,820 |
|
|
$ |
36,355,549 |
|
|
$ |
506,469 |
|
|
$ |
19,090 |
|
|
$ |
(79,479,665 |
) |
|
$ |
86,533,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(7,149,919 |
) |
|
|
(7,149,919 |
) |
Other comprehensive income (loss) for the period |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
2,025,878 |
|
|
|
(11,145 |
) |
|
|
– |
|
|
|
2,014,733 |
|
Total comprehensive income (loss) for the period |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
2,025,878 |
|
|
|
(11,145 |
) |
|
|
(7,149,919 |
) |
|
|
(5,135,186 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with equity holders recorded directly in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by and distribution to equity holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment transactions (note 11) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
1,884,327 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
1,884,327 |
|
DSU released (note 9 (b)) |
|
|
135,557 |
|
|
|
204,050 |
|
|
|
– |
|
|
|
(204,050 |
) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
Share options exercised (note 9 (a)) |
|
|
869,674 |
|
|
|
2,003,065 |
|
|
|
– |
|
|
|
(587,613 |
) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
1,415,452 |
|
Total contributions by and distribution to equity holders |
|
|
1,005,231 |
|
|
|
2,207,115 |
|
|
|
– |
|
|
|
1,092,664 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
3,299,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2018 |
|
|
79,809,443 |
|
|
$ |
130,690,622 |
|
|
$ |
648,820 |
|
|
$ |
37,448,213 |
|
|
$ |
2,532,347 |
|
|
$ |
7,945 |
|
|
$ |
(86,629,584 |
) |
|
$ |
84,698,363 |
|
See accompanying notes to unaudited consolidated interim financial statements.
3
NEPTUNE wellness solutions INC.
Consolidated Interim Statements of Changes in Equity, Continued
(Unaudited)
For the six-month periods ended September 30, 2018 and 2017
|
|
Attributable to equity holders of the Corporation |
|
|
Attributable to non-controlling interest |
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Share Capital |
|
|
|
|
|
|
|
|
|
|
other comprehensive |
|
|
|
|
|
|
|
|
|
|
Subsidiary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income (loss) |
|
|
|
|
|
|
|
|
|
|
warrants, |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Number |
|
|
Dollars |
|
|
Warrants |
|
|
Contributed surplus |
|
|
Investment in equity instruments |
|
|
Cash flow hedges |
|
|
Deficit |
|
|
Total |
|
|
options and other equity |
|
|
Non- controlling interest |
|
|
Total |
|
|
Total equity |
|
||||||||||||
Balance at March 31, 2017 |
|
|
77,968,587 |
|
|
$ |
127,201,343 |
|
|
$ |
648,820 |
|
|
$ |
33,335,136 |
|
|
$ |
(420,052 |
) |
|
$ |
(7,298 |
) |
|
$ |
(97,010,523 |
) |
|
$ |
63,747,426 |
|
|
$ |
3,616,864 |
|
|
$ |
7,435,948 |
|
|
$ |
11,052,812 |
|
|
$ |
74,800,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the period |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
17,528,255 |
|
|
|
17,528,255 |
|
|
|
– |
|
|
|
(4,778,344 |
) |
|
|
(4,778,344 |
) |
|
|
12,749,911 |
|
Other comprehensive income (loss) for the period |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(41,395 |
) |
|
|
37,182 |
|
|
|
– |
|
|
|
(4,213 |
) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(4,213 |
) |
Total comprehensive income (loss) for the period |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(41,395 |
) |
|
|
37,182 |
|
|
|
17,528,255 |
|
|
|
17,524,042 |
|
|
|
– |
|
|
|
(4,778,344 |
) |
|
|
(4,778,344 |
) |
|
|
12,745,698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with equity holders recorded directly in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by and distribution to equity holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment transactions (note 11) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
582,128 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
582,128 |
|
|
|
330,832 |
|
|
|
– |
|
|
|
330,832 |
|
|
|
912,960 |
|
DSUs released (note 9 (b)) |
|
|
55,944 |
|
|
|
80,000 |
|
|
|
– |
|
|
|
(80,000 |
) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
Liability settled in shares (note 9 (c)) |
|
|
630,681 |
|
|
|
848,070 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
848,070 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
848,070 |
|
Total contributions by and distribution to equity holders |
|
|
686,625 |
|
|
|
928,070 |
|
|
|
– |
|
|
|
502,128 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
1,430,198 |
|
|
|
330,832 |
|
|
|
– |
|
|
|
330,832 |
|
|
|
1,761,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in ownership interests in subsidiaries that do not result in a loss of control |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiry of Acasti options and call-options |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
1,462,503 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
1,462,503 |
|
|
|
(1,462,503 |
) |
|
|
– |
|
|
|
(1,462,503 |
) |
|
|
– |
|
Convertible debenture interest settled in shares |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
5,019 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
5,019 |
|
|
|
– |
|
|
|
51,965 |
|
|
|
51,965 |
|
|
|
56,984 |
|
Total changes in ownership interest in subsidiaries |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
1,467,522 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
1,467,522 |
|
|
|
(1,462,503 |
) |
|
|
51,965 |
|
|
|
(1,410,538 |
) |
|
|
56,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with equity holders |
|
|
686,625 |
|
|
|
928,070 |
|
|
|
– |
|
|
|
1,969,650 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
2,897,720 |
|
|
|
(1,131,671 |
) |
|
|
51,965 |
|
|
|
(1,079,706 |
) |
|
|
1,818,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017 |
|
|
78,655,212 |
|
|
$ |
128,129,413 |
|
|
$ |
648,820 |
|
|
$ |
35,304,786 |
|
|
$ |
(461,447 |
) |
|
$ |
29,884 |
|
|
$ |
(79,482,268 |
) |
|
$ |
84,169,188 |
|
|
$ |
2,485,193 |
|
|
$ |
2,709,569 |
|
|
$ |
5,194,762 |
|
|
$ |
89,363,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated interim financial statements.
4
neptune wellness solutions inc.
Consolidated Interim Statements of Cash Flows
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
|
|
Three-month periods ended |
|
|
Six-month periods ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
||||
|
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows (used in) from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the period |
|
$ |
(3,049,947 |
) |
|
$ |
16,117,266 |
|
|
$ |
(7,149,919 |
) |
|
$ |
12,749,911 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of property, plant and equipment |
|
|
553,150 |
|
|
|
667,791 |
|
|
|
1,125,145 |
|
|
|
1,359,359 |
|
Amortization of intangible assets |
|
|
181,263 |
|
|
|
227,096 |
|
|
|
362,526 |
|
|
|
562,610 |
|
Stock-based compensation |
|
|
859,044 |
|
|
|
515,618 |
|
|
|
1,884,327 |
|
|
|
912,960 |
|
Impairment loss on inventories (note 5) |
|
|
— |
|
|
|
1,719,362 |
|
|
|
— |
|
|
|
1,719,362 |
|
Recognition of deferred revenues |
|
|
— |
|
|
|
(11,067 |
) |
|
|
(107,635 |
) |
|
|
(220,260 |
) |
Amortization of deferred lease inducements |
|
|
(14,839 |
) |
|
|
(14,839 |
) |
|
|
(29,678 |
) |
|
|
(29,677 |
) |
Net finance expense |
|
|
54,058 |
|
|
|
1,028,961 |
|
|
|
201,602 |
|
|
|
1,428,166 |
|
Realized foreign exchange loss |
|
|
(16,562 |
) |
|
|
(109,249 |
) |
|
|
(47,398 |
) |
|
|
(215,307 |
) |
Net gain on sale of assets, excluding transaction costs and severances (note 4) |
|
|
— |
|
|
|
(25,462,172 |
) |
|
|
— |
|
|
|
(25,462,172 |
) |
Charge on settlement of liability |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
90,385 |
|
Income taxes expense (recovery) |
|
|
175,123 |
|
|
|
6,895 |
|
|
|
92,574 |
|
|
|
(13,197 |
) |
Net loss from sale of property, plant and equipment |
|
|
— |
|
|
|
— |
|
|
|
32,333 |
|
|
|
— |
|
|
|
|
(1,258,710 |
) |
|
|
(5,314,338 |
) |
|
|
(3,636,123 |
) |
|
|
(7,117,860 |
) |
Changes in operating assets and liabilities (note 13 (a)) |
|
|
540,007 |
|
|
|
9,124,693 |
|
|
|
659,029 |
|
|
|
6,739,054 |
|
|
|
|
(718,703 |
) |
|
|
3,810,355 |
|
|
|
(2,977,094 |
) |
|
|
(378,806 |
) |
Cash flows (used in) from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity of short-term investments |
|
|
— |
|
|
|
244,000 |
|
|
|
— |
|
|
|
507,000 |
|
Acquisition of short-term investments |
|
|
— |
|
|
|
(80,000 |
) |
|
|
— |
|
|
|
(184,000 |
) |
Proceeds on sale of assets (note 4) |
|
|
— |
|
|
|
43,075,587 |
|
|
|
— |
|
|
|
43,075,587 |
|
Interest received |
|
|
69,984 |
|
|
|
23,373 |
|
|
|
134,180 |
|
|
|
47,065 |
|
Acquisition of property, plant and equipment |
|
|
(1,960,761 |
) |
|
|
(150,923 |
) |
|
|
(3,858,746 |
) |
|
|
(302,305 |
) |
Acquisition of intangible assets |
|
|
(129,416 |
) |
|
|
(3,572,197 |
) |
|
|
(153,137 |
) |
|
|
(3,590,217 |
) |
|
|
|
(2,020,193 |
) |
|
|
39,539,840 |
|
|
|
(3,877,703 |
) |
|
|
39,553,130 |
|
Cash flows from (used in) financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation of the bank line of credit (note 13 (c)) |
|
|
80,000 |
|
|
|
— |
|
|
|
100,000 |
|
|
|
— |
|
Repayment of loans and borrowings (note 13 (c)) |
|
|
(368,485 |
) |
|
|
(14,972,265 |
) |
|
|
(736,861 |
) |
|
|
(16,202,717 |
) |
Interest paid |
|
|
(74,540 |
) |
|
|
(238,039 |
) |
|
|
(151,766 |
) |
|
|
(670,944 |
) |
Penalty on debt reimbursement (note 10) |
|
|
— |
|
|
|
(263,483 |
) |
|
|
— |
|
|
|
(263,483 |
) |
Settlement of derivative swap agreements |
|
|
— |
|
|
|
(58,999 |
) |
|
|
— |
|
|
|
(58,999 |
) |
Issuance of shares costs (note 9 (c)) |
|
|
— |
|
|
|
(9,930 |
) |
|
|
— |
|
|
|
(9,930 |
) |
Proceeds from exercise of options (note 9 (a)) |
|
|
719,173 |
|
|
|
— |
|
|
|
1,415,452 |
|
|
|
— |
|
Payment of Acasti public offering transaction costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(380,765 |
) |
Payment of Acasti debt issuance transaction costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(40,305 |
) |
|
|
|
356,148 |
|
|
|
(15,542,716 |
) |
|
|
626,825 |
|
|
|
(17,627,143 |
) |
Foreign exchange loss on cash and cash equivalents held in foreign currencies |
|
|
(18,382 |
) |
|
|
(124,488 |
) |
|
|
(5,368 |
) |
|
|
(171,842 |
) |
Net (decrease) increase in cash and cash equivalents |
|
|
(2,401,130 |
) |
|
|
27,682,991 |
|
|
|
(6,233,340 |
) |
|
|
21,375,339 |
|
Cash and cash equivalents beginning of periods |
|
|
20,454,897 |
|
|
|
9,494,711 |
|
|
|
24,287,107 |
|
|
|
15,802,363 |
|
Cash and cash equivalents end of periods |
|
$ |
18,053,767 |
|
|
$ |
37,177,702 |
|
|
$ |
18,053,767 |
|
|
$ |
37,177,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents is comprised of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
3,012,353 |
|
|
$ |
7,753,082 |
|
|
$ |
3,012,353 |
|
|
$ |
7,753,082 |
|
Cash equivalents |
|
|
15,041,414 |
|
|
|
29,424,620 |
|
|
|
15,041,414 |
|
|
|
29,424,620 |
|
See accompanying notes to unaudited consolidated interim financial statements.
5
NEPTUNE wellness solutions INC.
Notes to Consolidated interim Financial Statements
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
1. |
Reporting entity: |
Neptune Wellness Solutions Inc. (the "Corporation" or "Neptune"), previously known as Neptune Technologies and Bioressources Inc. before September 21, 2018, is incorporated under the Business Corporations Act (Québec) (formerly Part 1A of the Companies Act (Québec)). The Corporation is domiciled in Canada and its registered office is located at 545 Promenade du Centropolis, Laval, Québec, H7T 0A3. The consolidated financial statements of the Corporation comprise the Corporation and its subsidiary, Biodroga Nutraceuticals Inc. ("Biodroga"). The comparative period includes operating results of Acasti Pharma Inc. ("Acasti") until the loss of control of the subsidiary on December 27, 2017. As at September 30, 2018, the investment in Acasti is presented in "Other asset" in the consolidated interim statement of financial position (refer to note 14 (a)). On August 7, 2017, Neptune exited bulk krill oil manufacturing and distribution activities (refer to note 4).
Neptune is a health and wellness products company, with more than 50 years of combined experience in extraction, purification and formulation of value-added, differentiated science-based products. Currently, the Corporation develops turnkey nutrition product solutions available in various unique delivery forms, offers specialty ingredients such as MaxSimil ® , a patented ingredient that enhances the absorption of lipid-based nutraceuticals, and a variety of other marine and seed oils. Leveraging its scientific, technological and innovative expertise, Neptune is also preparing to commence production of products for legal cannabis markets .
2. |
Basis of preparation: |
|
(a) |
Statement of compliance: |
These consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting of International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"), on a basis consistent with those accounting policies followed by the Corporation in the most recent audited consolidated annual financial statements, except as otherwise disclosed in note 3. Certain information, in particular the accompanying notes, normally included in the consolidated annual financial statements prepared in accordance with IFRS, has been omitted or condensed. Accordingly, the consolidated interim financial statements do not include all of the information required for full annual consolidated financial statements, and therefore, should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended March 31, 2018.
The consolidated interim financial statements were approved by the Board of Directors on November 13, 2018.
|
(b) |
Basis of measurement : |
The consolidated financial statements have been prepared on the historical cost basis, except for the following:
|
• |
Share-based compensation transactions which are measured pursuant to IFRS 2, Share-Based Payment (note 11); |
|
• |
Financial asset which is measured at fair value (note 14 (a)(i)); and |
|
• |
Derivative hedging financial instrument which is measured at fair value (note 14 (a)(ii)). |
Certain of the Corporation’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. In establishing fair value, the Corporation uses a fair value hierarchy based on levels as defined below:
|
• |
Level 1: defined as observable inputs such as quoted prices in active markets. |
|
• |
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable. |
|
• |
Level 3: defined as inputs that are based on little or no little observable market data, therefore requiring entities to develop their own assumptions. |
|
(c) |
Functional and presentation currency: |
These consolidated interim financial statements are presented in Canadian dollars, which is the Corporation and its subsidiary’s functional currency.
6
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates are based on management’s best knowledge of current events and actions that the Corporation may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements include the following:
|
• |
Assessing the recognition of contingent liabilities, which requires judgment in evaluating whether there is a probable outflow of economic benefits that will be required to settle matters subject to litigation (note 15); |
|
• |
Assessing if performance criteria on options and DSU will be achieved in measuring the stock-based compensation expense; and |
|
• |
Assessing the criteria for recognition of tax assets. |
Assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year include the following:
|
• |
Estimating the recoverable amount of non-financial assets. |
3. |
Significant accounting policies: |
The accounting policies and basis of measurement applied in these consolidated interim financial statements are the same as those applied by the Corporation in its consolidated financial statements for the year ended March 31, 2018, except as disclosed below.
New standards and interpretations adopted during the six-month period ended September 30, 2018:
|
(a) |
Financial instruments: |
On July 24, 2014, the IASB issued the complete IFRS 9, Financial Instruments (IFRS 9 (2014)). It introduces new requirements for the classification and measurement of financial assets. Under IFRS 9 (2014), financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. The standard also introduces additional changes relating to financial liabilities and amends the impairment model by introducing a new “expected credit loss” model for calculating impairment. This standard replaces IAS 39, Financial Instruments: Recognition and Measurement .
The adoption of IFRS 9 has not had a significant effect on the Corporation’s accounting policies related to financial liabilities and derivative financial instruments. The impact of IFRS 9 on the classification and measurement of financial assets is set out below.
|
(i) |
Classification and measurement of financial assets and financial liabilities |
IFRS 9 largely retains the existing requirements in IAS 39 for the classification and measurement of financial liabilities. However, it eliminates the previous IAS 39 categories for financial assets of held to maturity, loans and receivables and available for sale.
Under IFRS 9, a financial asset is measured at amortized cost if it is held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. If both of these conditions are not met, a financial asset is measured at fair value through profit or loss unless the Corporation initially designates it at fair value through other comprehensive income or loss when some conditions are respected.
Some assessments have been made on the basis of the facts and circumstances that existed at the date of initial application.
7
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
IFRS 9 replaces the “incurred loss” model in IAS 39 with an “expected credit loss” model. The new impairment model applies to financial assets measured at amortized costs, contracts assets and debt investments at fair value through other comprehensive income or loss, but not to investments in equity instruments. Under IFRS 9, credit losses are recognized earlier than under IAS 39. The Corporation establishes an impairment loss allowance using an expected credit loss model, by considering past events, current conditions and forecasts of future economic conditions. There was no material impact on the consolidated financial statements resulting from the adoption of an expected credit loss model.
The following table and the accompanying notes explain the original measurement categories under IAS 39 and the new measurement categories under IFRS 9 for each class of the Corporation’s financial assets as at March 31, 2018:
|
Note |
Original classification under IAS 39 |
New classification under IFRS 9 |
Original carrying amount under IAS 39 |
|
New carrying amount under IFRS 9 |
|
||
|
|
|
|
$ |
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
Financial Assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
Loans and receivables |
Amortized cost |
|
24,287,107 |
|
|
24,287,107 |
|
Short-term investments |
|
Loans and receivables |
Amortized cost |
|
2,410,000 |
|
|
2,410,000 |
|
Trade and other receivables |
(1) |
Loans and receivables |
Amortized cost |
|
5,590,847 |
|
|
5,590,847 |
|
Interest rate swap agreement |
(2) |
Fair value - hedging instrument |
Fair value - hedging instrument |
|
19,090 |
|
|
19,090 |
|
Investment in Acasti |
(3) |
Available-for-sale |
Fair value through other comprehensive income (loss) |
|
6,585,740 |
|
|
6,585,740 |
|
|
(1) |
IFRS 9 requires the Corporation to record expected credit losses on all its trade receivables and other financial assets, either on a 12-month or lifetime basis. The Corporation considered reasonable and supportable information that were relevant and available without undue costs or effort, which includes both quantitative and qualitative information and analysis, based on the Corporation’s historical experience and insurance. The Corporation determined that there was no impact on its consolidated financial statements. |
|
(2) |
IFRS 9 requires the Corporation to ensure that hedge accounting relationships are aligned with its risk management objectives and strategy and to apply a more qualitative and forward-looking approach to assessing hedge effectiveness. The hedging relationship designated under IAS 39 met the criteria for hedge accounting under IFRS 9 and is therefore regarded as continuing hedging relationship. The adoption of IFRS 9 had no impact on the Corporation’s hedge accounting. |
|
(3) |
On transition, the Corporation may irrevocably designate a financial asset at fair value through other comprehensive income or loss. The Corporation chose to designate the investment in Acasti as an investment in an equity instrument measured at fair value through other comprehensive income (loss). Therefore, there is no impact to opening retained earnings for the change in fair value recorded last year because the change in fair value was already recorded in other comprehensive income. The change in fair value continues to be recognized in other comprehensive income (loss) and will never be reclassified to net income or loss. |
|
(b) |
Revenue: |
On May 28, 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers . IFRS 15 replaces IAS 18, Revenue , among other standards. The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when, revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. The new standard applies to contracts with customers. It does not apply to insurance contracts, financial instruments or lease contracts, which fall in the scope of other IFRSs. The clarifications to IFRS 15 provide additional guidance with respect to the five-step analysis, transition, and the application of the Standard to licenses of intellectual property.
8
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
The Corporation’s normal busine ss operations consist of offering turnkey solutions and selling krill oil. The accounting policy described in the Corporation’s 2018 annual consolidated financial statements states that all income relating to sale of goods is recognized as revenue on deliv ery when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvemen t with the goods, and the amount of revenue can be measured reliably. The Corporation considers delivery to have occurred upon shipment, or in some cases, upon reception by the customer. If it is probable that discounts will be granted and the amount can b e measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized.
Having completed the five-step analysis, the Corporation identified contracts with customers and performance obligation therein, determined transaction price and confirmed the appropriateness of its revenue recognition policy being at a point in time when control of the assets is transferred to the customer, generally on delivery of the goods, consistent with the practice under IAS 18. The adoption of IFRS 15 did not affect the Corporation’s cash flows from operating, investing or financing activities. Furthermore, the impact on the timing of revenue recognition was not material as the treatment is consistent under IFRS 15 and IAS 18.
IFRS 15 provides presentation and disclosure requirements, which are more detailed than under IAS 18. The disclosures are included in note 16. Effective April 1 st , 2018, the Corporation adopted IFRS 15 using the cumulative effect transition method, with the effect of adopting this standard recognized on April 1 st , 2018, the date of the initial application. Accordingly, the information presented for fiscal year ended March 31, 2018 has not been restated. It remains as previously reported under IAS 18.
|
(c) |
Amendments to IFRS 2, Classification and Measurement of Share-Based Payment Transactions : |
On June 20, 2016, the IASB issued amendments to IFRS 2, Share-Based Payment , clarifying how to account for certain types of share-based payment transactions. The amendments provide requirements on the accounting for: the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments; share-based payment transactions with a net settlement feature for withholding tax obligations; and a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. Adoption of the amendments to IFRS 2 did not have material impact on the Corporation’s consolidated interim financial statements.
New standards and interpretations not yet adopted:
A number of new standards, and amendments to standards and interpretations, are not yet effective for the three-month and six-month periods ended September 30, 2018 and 2017, and have not been applied in preparing these consolidated interim financial statements.
|
(a) |
Leases: |
In January 2016, the IASB issued IFRS 16, Leases , which will replace IAS 17, Leases . The standard will require all leases of more than 12 months to be reported on a company’s statement of financial position as assets and liabilities. The new standard is effective for fiscal years beginning on January 1, 2019, and is available for early adoption. The Corporation intends to adopt IFRS 16 in its consolidated financial statements for the annual period beginning on April 1, 2019. The Corporation is currently assessing the extent of the impact of adoption of the standard.
|
(b) |
Income tax: |
On June 7, 2017, the IASB issued IFRIC 23, Uncertainty over Income Tax Treatments (the “Interpretation”). The Interpretation provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The Interpretation is effective for annual periods beginning on or after January 1, 2019. Earlier application is permitted.
The Interpretation requires an entity to:
|
• |
Contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution; |
|
• |
Reflect an uncertainty in the amount of income tax payable (recoverable) if it is probable that it will pay (or recover) an amount for the uncertainty; and |
|
• |
Measure a tax uncertainty based on the most likely amount or expected value depending on whichever method better predicts the amount payable (recoverable). |
The Corporation intends to adopt the Interpretation in its consolidated financial statements for the annual period beginning on April 1, 2019. The extent of the impact of adoption of the Interpretation has not yet been determined.
9
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
On August 7, 2017, Neptune and Aker BioMarine Antarctic AS (“Aker”) concluded an agreement whereby Aker acquired Neptune’s intellectual property, list of customers and krill oil inventory for a cash consideration of $43,075,587 (US$34 million) paid at closing. Under this agreement, Neptune exits bulk krill oil manufacturing and distribution activities and Aker becomes exclusive krill oil supplier to Neptune’s solutions business.
The assets sold were included in the Nutraceutical segment. The disposal of the krill oil manufacturing and distribution activities allows the Corporation to accelerate its efforts to position the Corporation in attractive growth opportunities and product lines such as the medical and wellness cannabis oil extraction project, in line with its growth strategy. The krill oil manufacturing and distribution sales were respectively $0.8 million and $2.1 million for the three-month and six-month periods ended September 30, 2017 and the gross margin on sales, excluding the impairment loss on inventories of $1.7 million, were respectively $0.4 million and $1.2 million for the three-month and six-month periods ended September 30, 2017.
5. |
Inventories: |
|
|
September 30, |
|
|
March 31, |
|
||
|
|
2018 |
|
|
2018 |
|
||
|
|
|
|
|
|
|
|
|
Raw materials |
|
$ |
3,689,767 |
|
|
$ |
3,358,264 |
|
Work in progress |
|
|
944,267 |
|
|
|
474,057 |
|
Finished goods |
|
|
784,935 |
|
|
|
675,031 |
|
Supplies and spare parts |
|
|
747,128 |
|
|
|
753,977 |
|
|
|
$ |
6,166,097 |
|
|
$ |
5,261,329 |
|
Cost of sales for the three-month period ended September 30, 2018 was comprised of inventory costs of $4,599,227 (2017 - $4,528,627), other costs of $114,944 (2017 - $138,426) and impairment loss on inventories of nil (2017 - $1,719,362).
Cost of sales for the six-month period ended September 30, 2018 was comprised of inventory costs of $8,157,760 (2017 - $8,471,674), other costs of $231,453 (2017 - $283,361) and impairment loss on inventories of nil (2017 - $1,719,362).
6. |
Property, plant and equipment: |
|
|
|
|
|
|
Building |
|
|
Laboratory, |
|
|
Furniture |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
and building |
|
|
R&D and plant |
|
|
and office |
|
|
Computer |
|
|
|
|
|
||||
|
|
Land |
|
|
components |
|
|
equipment |
|
|
equipment |
|
|
equipment |
|
|
Total |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net carrying amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018 |
|
$ |
228,630 |
|
|
$ |
19,711,328 |
|
|
$ |
21,624,953 |
|
|
$ |
149,896 |
|
|
$ |
94,769 |
|
|
$ |
41,809,576 |
|
September 30, 2018 |
|
|
228,630 |
|
|
|
20,928,913 |
|
|
|
23,974,614 |
|
|
|
135,709 |
|
|
|
153,871 |
|
|
|
45,421,737 |
|
7 . |
Intangible assets: |
|
|
Non-compete |
|
|
Customer |
|
|
License |
|
|
Computer |
|
|
|
|
|
||||
|
|
agreements |
|
|
relationships |
|
|
agreements |
|
|
software |
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net carrying amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018 |
|
$ |
102,889 |
|
|
$ |
3,179,233 |
|
|
$ |
1,954,241 |
|
|
$ |
71,271 |
|
|
$ |
5,307,634 |
|
September 30, 2018 |
|
|
36,223 |
|
|
|
2,974,231 |
|
|
|
1,863,383 |
|
|
|
179,799 |
|
|
|
5,053,636 |
|
10
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
This note provides information about the contractual terms of the Corporation’s loans and borrowings, which are measured at amortized cost.
|
|
|
September 30, |
|
|
March 31, |
|
||
|
|
|
2018 |
|
|
2018 |
|
||
|
|
|
|
|
|
|
|
|
|
Loans and borrowings: |
|
|
|
|
|
|
|
|
|
|
Loan, bearing interest at prime rate plus 2.25% (plus 2.50% before June 12, 2018), secured through a first-ranking mortgage on all movable assets of Biodroga current and future, corporeal and incorporeal, tangible and intangible, and reimbursable in monthly principal payments of $89,286 with a final payment of $3,314,276 on December 2018. The interest risk of the loan is mitigated by an interest rate swap. The Corporation is subject to certain financial covenants under this secured loan. As at September 30, 2018, Neptune was in compliance with these financial covenants. The short-term investment of $2,350,000 reserved as pledge for the loan has been completely released on October 25, 2018. Amounts received are net of transaction costs of $197,789. |
|
$ |
3,369,833 |
|
|
$ |
3,891,077 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance of purchase price payable to the previous owners of Biodroga bearing interest at 5% until December 2018, reimbursable in quarterly principal payments of $93,750 from March 2016 to September 2018, with a final payment of $74,096. Payments under these agreements are only payable if covenants on the above loan are respected. |
|
|
74,096 |
|
|
|
261,596 |
|
|
|
|
|
|
|
|
|
|
|
|
Authorized bank line of credit of $2,500,000 bearing interest at prime rate plus 0.50%, expiring on July 31, 2019. |
|
|
590,000 |
|
|
|
490,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease liabilities, interest rate from 6.25% to 7.13%, payable in monthly instalments of $2,345, maturing in November 2018 and March 2019. |
|
|
5,038 |
|
|
|
18,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,038,967 |
|
|
|
4,661,356 |
|
Less current portion of loans and borrowings |
|
|
4,038,967 |
|
|
|
4,661,356 |
|
|
Loans and borrowings |
|
$ |
— |
|
|
$ |
— |
|
9 . |
Capital and other components of equity: |
|
(a) |
Share options exercised: |
During the six-month period ended September 30, 2018, Neptune issued 869,674 common shares of the Corporation at a weighted average exercise price of $1.63 per common share for a total cash consideration of $1,415,452.
|
(b) |
DSUs released: |
During the six-month period ended September 30, 2018, Neptune issued 135,557 common shares of the Corporation to former members of the Board of Directors at a weighted average price of $1.51 per common share for past services.
During the six-month period ended September 30, 2017, Neptune issued 55,944 common shares of the Corporation to former members of the Board of Directors at a weighted average price of $1.43 per common share for past services.
|
(c) |
Liability settled in shares: |
On May 9, 2017, Neptune issued 630,681 common shares of the Corporation at a price of $1.35 per common share as final payment of a liability of $858,000 (US$625,000). Total issuance costs related to this transaction amounted to $9,930 and were recorded against share capital.
11
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
The warrants of the Corporation are composed of the following as at September 30, 2018 and March 31, 2018:
|
|
|
|
|
|
September 30, |
|
|
|
|
|
|
March 31, |
|
||
|
|
|
|
|
|
2018 |
|
|
|
|
|
|
2018 |
|
||
|
|
Number |
|
|
|
|
|
|
Number |
|
|
|
|
|
||
|
|
outstanding |
|
|
|
|
|
|
outstanding |
|
|
|
|
|
||
|
|
and exercisable |
|
|
Amount |
|
|
and exercisable |
|
|
Amount |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants (i) |
|
|
750,000 |
|
|
$ |
648,820 |
|
|
|
750,000 |
|
|
$ |
648,820 |
|
|
(i) |
Exercise price of $3.37 per share and expiring on December 12, 2019. |
10. |
Finance costs: |
|
|
Three-month periods ended |
|
|
Six-month periods ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
||||
|
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest charges and other finance costs |
|
$ |
(89,098 |
) |
|
$ |
(319,187 |
) |
|
$ |
(283,016 |
) |
|
$ |
(874,688 |
) |
Interest expense on unsecured convertible debentures |
|
|
— |
|
|
|
(92,047 |
) |
|
|
— |
|
|
|
(183,093 |
) |
Penalty on reimbursement, loss on financing and discounted fees on debt reimbursement (note 4) |
|
|
— |
|
|
|
(565,396 |
) |
|
|
— |
|
|
|
(565,396 |
) |
Foreign exchange loss |
|
|
(34,944 |
) |
|
|
(97,510 |
) |
|
|
(52,766 |
) |
|
|
(161,765 |
) |
Finance costs |
|
$ |
(124,042 |
) |
|
$ |
(1,074,140 |
) |
|
$ |
(335,782 |
) |
|
$ |
(1,784,942 |
) |
11. Share-based payments:
At September 30, 2018, the Corporation had the following share-based payment arrangements:
|
(a) |
Corporation stock option plan: |
|
(i) |
Stock option plan: |
The number and weighted average exercise prices of stock options are as follows:
|
|
|
|
|
|
2018 |
|
|
|
|
|
|
2017 |
|
||
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
||
|
|
average |
|
|
|
|
|
|
average |
|
|
|
|
|
||
|
|
exercise |
|
|
Number of |
|
|
exercise |
|
|
Number of |
|
||||
|
|
price |
|
|
options |
|
|
price |
|
|
options |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at April 1, 2018 and 2017 |
|
$ |
1.92 |
|
|
|
10,091,546 |
|
|
$ |
1.92 |
|
|
|
3,765,000 |
|
Granted |
|
|
4.56 |
|
|
|
258,062 |
|
|
|
1.36 |
|
|
|
956,407 |
|
Exercised (note 9 (a)) |
|
|
1.66 |
|
|
|
(587,074 |
) |
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
1.61 |
|
|
|
(562,373 |
) |
Expired |
|
|
— |
|
|
|
— |
|
|
|
2.91 |
|
|
|
(210,000 |
) |
Options outstanding at September 30, 2018 and 2017 |
|
$ |
2.00 |
|
|
|
9,762,534 |
|
|
$ |
1.77 |
|
|
|
3,949,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at September 30, 2018 and 2017 |
|
$ |
1.93 |
|
|
|
2,331,473 |
|
|
$ |
1.94 |
|
|
|
2,296,668 |
|
12
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
The fair value of options granted has been estimated according to the Black-Scholes option pricing model and based on the weighted average of the following assumptions for options granted to employees during the periods ended :
|
|
Six-month period ended September 30, 2018 |
|
|
Six-month period ended September 30, 2017 |
|
||
|
|
|
|
|
|
|
|
|
Exercise price |
|
$ |
4.56 |
|
|
$ |
1.36 |
|
Share price |
|
$ |
4.81 |
|
|
$ |
1.36 |
|
Dividend |
|
‒ |
|
|
‒ |
|
||
Risk-free interest |
|
|
1.96 |
% |
|
|
0.92 |
% |
Estimated life (years) |
|
3.50 |
|
|
3.46 |
|
||
Expected volatility |
|
|
54.13 |
% |
|
|
49.29 |
% |
The weighted average fair value of the options granted to employees during the six-month period ended September 30, 2018 is $2.04 (2017 - $0.49). No options were granted to non-employees during the six-month period ended September 30, 2018 (2017 – 200,000).
Stock-based compensation recognized under this plan amounted to $819,378 and $1,774,115, respectively, for the three-month and six-month periods ended September 30, 2018 (2017 - $130,607 and $297,056).
|
(ii) |
Performance options: |
On October 16, 2015, the Corporation granted 625,000 performance options under the Corporation stock option plan at an exercise price of $1.55 per share expiring on October 16, 2020. The options vest after a two-year minimum service period and the attainment of market performance conditions within the following three years. As at September 30, 2018, all performance options were vested.
The number and weighted average exercise prices of performance options are as follow:
|
|
2018 |
|
|
2017 |
|
||||||||||
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
||
|
|
average |
|
|
|
|
|
|
average |
|
|
|
|
|
||
|
|
exercise |
|
|
Number of |
|
|
exercise |
|
|
Number of |
|
||||
|
|
price |
|
|
options |
|
|
price |
|
|
options |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at April 1, 2018 and 2017 |
|
$ |
1.55 |
|
|
|
325,000 |
|
|
$ |
1.55 |
|
|
|
475,000 |
|
Exercised (note 9 (a)) |
|
|
1.55 |
|
|
|
(282,600 |
) |
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
1.55 |
|
|
|
(100,000 |
) |
Options outstanding at September 30, 2018 and 2017 |
|
$ |
1.55 |
|
|
|
42,400 |
|
|
$ |
1.55 |
|
|
|
375,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at September 30, 2018 and 2017 |
|
$ |
1.55 |
|
|
|
42,400 |
|
|
$ |
— |
|
|
|
— |
|
Stock-based compensation recognized under this plan amounted to nil and $40,942, respectively, for the three-month and six-month periods ended September 30, 2018 (2017 - $38,383 and $17,059).
|
(b) |
Deferred Share Unit (‘’DSUs’’): |
The Corporation has established an equity incentive plan for employees, directors and consultants of the Corporation. The plan provides for the issuance of restricted share units, performance share units, restricted shares, deferred share units and other share-based awards, subject to restricted conditions as may be determined by the Board of Directors. Upon fulfillment of the restricted conditions, as the case may be, the plan provides for settlement of the awards outstanding through shares.
13
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
|
2018 |
|
|
2017 |
|
|||||||||||
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
||
|
|
average |
|
|
|
|
|
|
average |
|
|
|
|
|
||
|
|
share |
|
|
Number of |
|
|
share |
|
|
Number of |
|
||||
|
|
price |
|
|
DSUs |
|
|
price |
|
|
DSUs |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DSUs outstanding at April 1, 2018 and 2017 |
|
$ |
1.50 |
|
|
|
570,752 |
|
|
$ |
1.60 |
|
|
|
425,354 |
|
Granted |
|
|
3.79 |
|
|
|
19,788 |
|
|
|
1.27 |
|
|
|
201,342 |
|
Released through the issuance of common shares (note 9 (b)) |
|
|
1.51 |
|
|
|
(135,557 |
) |
|
|
1.43 |
|
|
|
(55,944 |
) |
DSUs outstanding at September 30, 2018 and 2017 |
|
$ |
1.60 |
|
|
|
454,983 |
|
|
$ |
1.50 |
|
|
|
570,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DSUs exercisable at September 30, 2018 and 2017 |
|
$ |
1.42 |
|
|
|
275,195 |
|
|
$ |
1.52 |
|
|
|
338,588 |
|
Of the 454,983 DSUs outstanding as at September 30, 2018, 160,000 DSUs vest upon achievement of performance conditions to be achieved no later than June 30, 2019, 13,192 DSUs vest upon achievement of performance conditions to be achieved no later than March 31, 2019, 6,596 DSUs vest upon services to be rendered during a period of twelve months from date of grant and 275,195 vested DSUs were granted for past services. The fair value of the DSUs is determined to be the share price at the date of grant and is recognized as stock-based compensation, through contributed surplus, over the vesting period.
The weighted average fair value of the DSUs granted during the six-month period ended September 30, 2018 was $3.88 (2017 - $1.27).
Stock-based compensation recognized under this plan amounted to $39,666 and $69,270, respectively, for the three-month and six-month periods ended September 30, 2018 (2017 - $51,304 and $268,013).
12. |
Income (loss) per share: |
|
|
Three-month periods ended |
|
|
Six-month periods ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
||||
|
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares |
|
|
79 399 624 |
|
|
|
78 629 292 |
|
|
|
79 141 424 |
|
|
|
78 475 045 |
|
Dilutive effect of deferred share units |
|
|
— |
|
|
|
338 588 |
|
|
|
— |
|
|
|
327 232 |
|
Weighted average number of diluted shares |
|
|
79 399 624 |
|
|
|
78 967 880 |
|
|
|
79 141 424 |
|
|
|
78 802 277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of anti-dilutive stock options, warrants and deferred share units excluded from diluted earnings per share calculation |
|
|
11 009 917 |
|
|
|
5 306 198 |
|
|
|
11 009 917 |
|
|
|
5 317 554 |
|
Excluded from calculation of the diluted income per share for the three-month and six-month periods ended September 30, 2018 and 2017 is the impact of the stock options, deferred share units and warrants as they would be anti-dilutive.
Stock options, deferred share units and warrants could be dilutive in the future.
14
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
|
(a) |
Changes in operating assets and liabilities: |
|
|
Three-month periods ended |
|
|
Six-month periods ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
||||
|
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
$ |
(60,542 |
) |
|
$ |
7,380,044 |
|
|
$ |
651,748 |
|
|
$ |
12,599,590 |
|
Tax credits receivable |
|
|
25,156 |
|
|
|
(74,857 |
) |
|
|
12,757 |
|
|
|
(1,473 |
) |
Prepaid expenses |
|
|
(84,623 |
) |
|
|
961,845 |
|
|
|
(364,093 |
) |
|
|
30,526 |
|
Inventories |
|
|
1,066,651 |
|
|
|
(3,716,764 |
) |
|
|
(904,768 |
) |
|
|
(5,763,294 |
) |
Trade and other payables |
|
|
(595,677 |
) |
|
|
4,742,562 |
|
|
|
1,012,719 |
|
|
|
(137,940 |
) |
Deferred revenues |
|
|
189,042 |
|
|
|
(168,137 |
) |
|
|
250,666 |
|
|
|
11,645 |
|
Changes in operating assets and liabilities |
|
$ |
540,007 |
|
|
$ |
9,124,693 |
|
|
$ |
659,029 |
|
|
$ |
6,739,054 |
|
|
(b) |
Non-cash transactions: |
|
September 30, |
|
|
September 30, |
|
||
|
2018 |
|
|
2017 |
|
||
|
|
|
|
|
|
|
|
Acquired property, plant and equipment included in trade and other payables |
$ |
1,367,667 |
|
|
$ |
164,949 |
|
Intangible assets included in trade and other payables |
|
458,571 |
|
|
|
269,117 |
|
Intangible assets included in long-term payable |
|
199,970 |
|
|
|
627,485 |
|
Liability settlement in shares |
|
— |
|
|
|
858,000 |
|
Acasti convertible debenture interest paid in shares of subsidiary |
|
— |
|
|
|
56,984 |
|
Interest payable included in trade and other payables |
|
— |
|
|
|
80,220 |
|
|
(c) |
Reconciliation of movements of liabilities to cash flows arising from financing activities: |
|
|
|
|
Cash (used in) provided by financing activities |
|
|
Non-cash changes |
|
|
|
|
||||||||
|
Balance as at March 31, 2018 |
|
Proceeds |
|
Repayments |
|
|
Accretion of interest |
|
Changes in fair value |
|
Balance as at September 30, 2018 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan |
$ |
3,891,077 |
|
$ |
– |
|
$ |
(535,716 |
) |
|
$ |
14,472 |
|
$ |
– |
|
$ |
3,369,833 |
|
Balance of purchase price |
|
261,596 |
|
|
– |
|
|
(187,500 |
) |
|
|
– |
|
|
– |
|
|
74,096 |
|
Bank line of credit |
|
490,000 |
|
|
100,000 |
|
|
– |
|
|
|
– |
|
|
– |
|
|
590,000 |
|
Finance lease liabilities |
|
18,683 |
|
|
– |
|
|
(13,645 |
) |
|
|
– |
|
|
– |
|
|
5,038 |
|
Total long-term debt |
$ |
4,661,356 |
|
$ |
100,000 |
|
$ |
(736,861 |
) |
|
$ |
14,472 |
|
$ |
– |
|
$ |
4,038,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap asset used for hedging |
$ |
(19,090 |
) |
$ |
– |
|
$ |
– |
|
|
$ |
– |
|
$ |
11,145 |
|
$ |
(7,945 |
) |
15
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
|
(a) |
Financial instruments – carrying values and fair values: |
Financial assets and liabilities measured at fair value on a recurring basis are the investment in Acasti and derivative swap agreement.
|
(i) |
Investment in Acasti: |
On December 27, 2017, the Corporation determined that it had lost de facto control of its subsidiary Acasti and therefore ceased consolidating Acasti and derecognized the assets and liabilities of its former subsidiary and the non-controlling interest in Acasti. The Corporation recognized its remaining investment in Acasti at the fair value as at that date. The Corporation has 5,064,694 common shares of Acasti. The fair value of the investment in Acasti was determined to be $8,611,618 or $1.70 per share as at September 30, 2018 ($6,585,740 or $1.30 per share as at March 31, 2018). This investment was measured using Acasti’s stock market price, a level 1 input. The change in fair value of the investment amounted to a gain of $4,710,166 and $2,025,878, respectively for the three-month and six-month periods ended September 30, 2018. These gains were recognized in other comprehensive income.
|
(ii) |
Derivative swap agreement: |
The Corporation uses interest rate swap agreement to lock-in a portion of its debt cost and reduce its exposure to the variability of interest rates by exchanging variable rate payments for fixed rate payments. The Corporation has designated its interest rate swap as cash flow hedge for which it uses hedge accounting. Details of the interest rate swap is as follows:
|
|
Fixed rate |
|
|
Notional |
|
|
|
|
September 30, |
|
|
March 31, |
|
||||
|
|
% |
|
|
amount |
|
|
Maturity |
|
2018 |
|
|
2018 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreement (presented in the current asset) |
|
|
2.94 |
|
|
$ |
3,482,136 |
|
|
Dec. 27, 2018 |
|
$ |
7,945 |
|
|
$ |
19,090 |
|
The level 2 fair value determination of the interest rate swap is measured using a generally accepted valuation technique which is the discounted value of the difference between the value of the swap based on variable interest rates (estimated using the yield curve for anticipated interest rates) and the value of the swap based on the swap’s fixed interest rate. The Corporation’s and the counterparty’s credit risk is also taken into consideration in determining fair value. The interest rate swap is decreasing at the same proportion of the debt covered. The change in fair value is recognized in other comprehensive income (loss).
An assumed 1% change in the interest rate would not have a material effect on the net loss.
The Corporation has determined that the carrying values of its short-term financial assets and liabilities approximate their fair value given the short-term nature of these instruments. The carrying value of the short-term investment also approximates its fair value given the short-term maturity of the reinvested funds. For variable rate loans and borrowings, the fair value is considered to approximate the carrying amount.
The fair value of the fixed rate loans and borrowings is determined by discounting future cash flows using a rate that the Corporation could obtain for loans with similar terms, conditions and maturity dates. The fair value of these instruments approximates the carrying amounts and was measured using level 3 inputs.
15. |
Commitments and contingencies: |
|
(a) |
Commitments: |
|
(i) |
As at September 30, 2016, Neptune has entered into an exclusive commercial agreement for a speciality ingredient. According to this agreement, Neptune has to pay royalties on sales. To maintain the exclusivity, Neptune must reach minimum annual volumes of sales for the duration of the agreement of 11 years with a corresponding total remaining amount of minimum royalties of $5,666,612 (US$4,390,000). |
16
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
|
related to this second investment amounting to $2,232,501 of which $528,881 is included in trade and other payable and $280,163 has been paid. |
|
(iii) |
As at September 30, 2018, t he Corporation has signed agreements with various partners to execute research and development projects for a total remaining amount of $380,858. |
|
(b) |
Contingencies: |
In the normal course of operations, the Corporation is involved in various claims and legal proceedings. The most significant of which are as follows:
|
(i) |
A former CEO of the Corporation is claiming the payment of approximately $8,500,000 and the issuance of equity instruments as severance entitlements under his employment contract. The Corporation intends to vigorously defend against this claim. Neptune also filed an additional claim to recover certain amounts from this former officer. |
|
(ii) |
Under the terms of an agreement entered into with a corporation controlled by the former CEO of the Corporation, the Corporation should pay royalties of 1% of its krill oil revenues in semi-annual instalments, for an unlimited period. Neptune filed a motion challenging the validity of certain clauses of the agreement. |
|
(iii) |
The Corporation initiated arbitration against a krill oil customer that owed approximately $4,775,960 (US$3,700,000). The full amount of trade receivable has been written-off in February 2015. This customer is counterclaiming a sum in damages. During the quarter, the counterclaim amount was amended to $188 million (AUD$201 million). The Corporation intends to continue to pursue its claim for unpaid receivable and to vigorously defend against this amended counterclaim. |
The outcome of these and various other claims and legal proceedings against the Corporation cannot be determined with certainty and is subject to future resolution, including the uncertainties of litigation. Based on currently available information, no additional provision has been recognised as of September 30, 2018.
16. |
Operating segments: |
In prior periods and until the loss of control of the subsidiary Acasti on December 27, 2017, the Corporation had two reportable segments which were the Corporation’s strategic business units, the nutraceutical and the cardiovascular segments. The nutraceutical segment that produces and commercializes nutraceutical products and turnkey solutions for primarly omega-3 softgel capsules and liquids, which includes the results of Biodroga, and the cannabis oil extraction project which began in October 2017 are the strategic business segments of the Corporation.
Information regarding the results of each reportable segment is included below. The cardiovascular results are presented until the loss of control. Performance is measured based on segment income (loss) from operating activities before corporate costs, as included in the internal management reports that are reviewed by the Corporation’s Chief Operating Decision Maker. Segment income (loss) from operating activities before corporate costs is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. A new measure has been added during the three-month and six-month periods ended September 30, 2018, segment income (loss) from operating activities before corporate costs, in order to better reflect the performance of each segment that are reviewed by the Chief Operating Decision Maker. The comparative period has been recast accordingly.
The Sherbrooke facility has been repurposed from the krill oil activities and will be used for the development of unique extractions targeted towards high potential growth segments such as the cannabis industry and therefore, is now presented under the cannabis segment information.
17
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
Three-month period ended September 30, 2018:
|
|
Nutraceutical |
|
|
Cannabis |
|
|
Corporate |
|
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from external sales and royalties |
|
$ |
7,071,455 |
|
|
$ |
— |
|
|
|
|
|
|
$ |
7,071,455 |
|
Gross margin |
|
|
2,357,284 |
|
|
|
— |
|
|
|
|
|
|
|
2,357,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses net of credits and grants |
|
|
(99,010 |
) |
|
|
(1,590,092 |
) |
|
|
|
|
|
|
(1,689,102 |
) |
Selling, general and administrative expenses |
|
|
(1,094,987 |
) |
|
|
(479,217 |
) |
|
|
|
|
|
|
(1,574,204 |
) |
Segment income (loss) from operating activities before corporate expenses |
|
|
1,163,287 |
|
|
|
(2,069,309 |
) |
|
|
|
|
|
|
(906,022 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and administrative expenses |
|
|
|
|
|
|
|
|
|
$ |
(1,914,744 |
) |
|
|
(1,914,744 |
) |
Net finance costs |
|
|
|
|
|
|
|
|
|
|
(54,058 |
) |
|
|
(54,058 |
) |
Income tax expense |
|
|
|
|
|
|
|
|
|
|
(175,123 |
) |
|
|
(175,123 |
) |
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,049,947 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
(188,012 |
) |
|
|
(495,181 |
) |
|
|
(51,220 |
) |
|
|
(734,413 |
) |
Stock-based compensation |
|
|
(114,290 |
) |
|
|
(256,447 |
) |
|
|
(488,307 |
) |
|
|
(859,044 |
) |
Reportable segment assets (1) |
|
|
24,206,298 |
|
|
|
45,796,680 |
|
|
|
28,337,888 |
|
|
|
98,340,866 |
|
Reportable segment liabilities |
|
|
9,517,314 |
|
|
|
2,184,225 |
|
|
|
1,940,964 |
|
|
|
13,642,503 |
|
|
(1) |
The corporate reportable segment assets include the investment in Acasti. |
18
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
Three-month period ended September 30, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inter-segment |
|
|
|
|
|
|
|
|
Nutraceutical |
|
|
Cardiovascular |
|
|
Corporate |
|
|
eliminations |
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from external sales and royalties |
|
$ |
6,794,919 |
|
|
$ |
— |
|
|
|
|
|
|
$ |
— |
|
|
$ |
6,794,919 |
|
Gross margin |
|
|
408,504 |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
408,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses net of tax credits and grants |
|
|
(345,398 |
) |
|
|
(3,348,813 |
) |
|
|
|
|
|
|
580,707 |
|
|
|
(3,113,504 |
) |
Selling, general and administrative expenses |
|
|
(1,580,128 |
) |
|
|
(1,036,956 |
) |
|
|
|
|
|
|
— |
|
|
|
(2,617,084 |
) |
Other income - net gain on sale of assets |
|
|
23,871,077 |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
23,871,077 |
|
Segment income (loss) from operating activities before corporate expenses |
|
|
22,354,055 |
|
|
|
(4,385,769 |
) |
|
|
|
|
|
|
580,707 |
|
|
|
18,548,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and administrative expenses |
|
|
|
|
|
|
|
|
|
$ |
(1,395,872 |
) |
|
|
|
|
|
|
(1,395,872 |
) |
Net finance costs |
|
|
|
|
|
|
|
|
|
|
(1,028,961 |
) |
|
|
|
|
|
|
(1,028,961 |
) |
Income tax expense |
|
|
|
|
|
|
|
|
|
|
(6,895 |
) |
|
|
|
|
|
|
(6,895 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,117,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
(710,730 |
) |
|
|
(666,863 |
) |
|
|
(98,001 |
) |
|
|
580,707 |
|
|
|
(894,887 |
) |
Stock-based compensation |
|
|
(84,499 |
) |
|
|
(295,324 |
) |
|
|
(135,795 |
) |
|
|
— |
|
|
|
(515,618 |
) |
Reportable segment assets |
|
|
66,117,465 |
|
|
|
19,757,417 |
|
|
|
33,290,238 |
|
|
|
(11,293,523 |
) |
|
|
107,871,597 |
|
Reportable segment liabilities |
|
|
11,929,669 |
|
|
|
4,951,409 |
|
|
|
1,695,995 |
|
|
|
(69,426 |
) |
|
|
18,507,647 |
|
Six-month period ended September 30, 2018:
|
|
Nutraceutical |
|
|
Cannabis |
|
|
Corporate |
|
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from external sales and royalties |
|
$ |
12,239,729 |
|
|
$ |
— |
|
|
|
|
|
|
$ |
12,239,729 |
|
Gross margin |
|
|
3,850,516 |
|
|
|
— |
|
|
|
|
|
|
|
3,850,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses net of credits and grants |
|
|
(185,596 |
) |
|
|
(3,178,971 |
) |
|
|
|
|
|
|
(3,364,567 |
) |
Selling, general and administrative expenses |
|
|
(2,183,340 |
) |
|
|
(975,555 |
) |
|
|
|
|
|
|
(3,158,895 |
) |
Segment income (loss) from operating activities before corporate expenses |
|
|
1,481,580 |
|
|
|
(4,154,526 |
) |
|
|
|
|
|
|
(2,672,946 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and administrative expenses |
|
|
|
|
|
|
|
|
|
$ |
(4,182,797 |
) |
|
|
(4,182,797 |
) |
Net finance costs |
|
|
|
|
|
|
|
|
|
|
(201,602 |
) |
|
|
(201,602 |
) |
Income tax expense |
|
|
|
|
|
|
|
|
|
|
(92,574 |
) |
|
|
(92,574 |
) |
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,149,919 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
(374,133 |
) |
|
|
(1,010,558 |
) |
|
|
(102,980 |
) |
|
|
(1,487,671 |
) |
Stock-based compensation |
|
|
(243,640 |
) |
|
|
(524,351 |
) |
|
|
(1,116,336 |
) |
|
|
(1,884,327 |
) |
Reportable segment assets (1) |
|
|
24,206,298 |
|
|
|
45,796,680 |
|
|
|
28,337,888 |
|
|
|
98,340,866 |
|
Reportable segment liabilities |
|
|
9,517,314 |
|
|
|
2,184,225 |
|
|
|
1,940,964 |
|
|
|
13,642,503 |
|
|
(1) |
The corporate reportable segment assets include the investment in Acasti. |
19
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
Six-month period ended September 30, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inter-segment |
|
|
|
|
|
|
|
|
Nutraceutical |
|
|
Cardiovascular |
|
|
Corporate |
|
|
eliminations |
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from external sales and royalties |
|
$ |
13,325,733 |
|
|
$ |
— |
|
|
|
|
|
|
$ |
— |
|
|
$ |
13,325,733 |
|
Gross margin |
|
|
2,851,336 |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
2,851,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses net of tax credits and grants |
|
|
(737,977 |
) |
|
|
(5,330,967 |
) |
|
|
|
|
|
|
1,161,414 |
|
|
|
(4,907,530 |
) |
Selling, general and administrative expenses |
|
|
(2,836,348 |
) |
|
|
(1,853,494 |
) |
|
|
|
|
|
|
— |
|
|
|
(4,689,842 |
) |
Other income - net gain on sale of assets |
|
|
23,871,077 |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
23,871,077 |
|
Segment income (loss) from operating activities before corporate expenses |
|
|
23,148,088 |
|
|
|
(7,184,461 |
) |
|
|
|
|
|
|
1,161,414 |
|
|
|
17,125,041 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and administrative expenses |
|
|
|
|
|
|
|
|
|
$ |
(2,960,161 |
) |
|
|
|
|
|
|
(2,960,161 |
) |
Net finance costs |
|
|
|
|
|
|
|
|
|
|
(1,428,166 |
) |
|
|
|
|
|
|
(1,428,166 |
) |
Income taxes recovery |
|
|
|
|
|
|
|
|
|
|
13,197 |
|
|
|
|
|
|
|
13,197 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,749,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
(1,444,170 |
) |
|
|
(1,334,794 |
) |
|
|
(304,421 |
) |
|
|
1,161,414 |
|
|
|
(1,921,971 |
) |
Stock-based compensation |
|
|
(153,549 |
) |
|
|
(330,832 |
) |
|
|
(428,579 |
) |
|
|
— |
|
|
|
(912,960 |
) |
Reportable segment assets |
|
|
66,117,465 |
|
|
|
19,757,417 |
|
|
|
33,290,238 |
|
|
|
(11,293,523 |
) |
|
|
107,871,597 |
|
Reportable segment liabilities |
|
|
11,929,669 |
|
|
|
4,951,409 |
|
|
|
1,695,995 |
|
|
|
(69,426 |
) |
|
|
18,507,647 |
|
|
(b) |
Geographical information: |
Revenue is attributed to geographical locations based on the origin of customers’ location.
|
|
Three-month period |
|
|
Three-month period |
|
||||||||||||||||||
|
|
ended September 30, 2018 |
|
|
ended September 30, 2017 |
|
||||||||||||||||||
|
|
Nutraceutical |
|
|
Royalties |
|
|
Total revenues |
|
|
Nutraceutical |
|
|
Royalties |
|
|
Total revenues |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
$ |
2,207,646 |
|
|
$ |
1,245 |
|
|
$ |
2,208,891 |
|
|
$ |
2,630,303 |
|
|
$ |
— |
|
|
$ |
2,630,303 |
|
United States |
|
|
3,684,241 |
|
|
|
486,804 |
|
|
|
4,171,045 |
|
|
|
3,395,721 |
|
|
|
246,461 |
|
|
|
3,642,182 |
|
China |
|
|
676,744 |
|
|
|
— |
|
|
|
676,744 |
|
|
|
327,476 |
|
|
|
— |
|
|
|
327,476 |
|
Argentina |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
73,116 |
|
|
|
— |
|
|
|
73,116 |
|
Other countries |
|
|
14,775 |
|
|
|
— |
|
|
|
14,775 |
|
|
|
121,842 |
|
|
|
— |
|
|
|
121,842 |
|
|
|
$ |
6,583,406 |
|
|
$ |
488,049 |
|
|
$ |
7,071,455 |
|
|
$ |
6,548,458 |
|
|
$ |
246,461 |
|
|
$ |
6,794,919 |
|
20
NEPTUNE wellness solutions INC.
Notes to Consolidated Interim Financial Statements, Continued
(Unaudited)
For the three-month and six-month periods ended September 30, 2018 and 2017
|
Six-month period |
|
|
Six-month period |
|
|||||||||||||||||||
|
|
ended September 30, 2018 |
|
|
ended September 30, 2017 |
|
||||||||||||||||||
|
|
Nutraceutical |
|
|
Royalties |
|
|
Total revenues |
|
|
Nutraceutical |
|
|
Royalties |
|
|
Total revenues |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
$ |
3,989,560 |
|
|
$ |
2,282 |
|
|
$ |
3,991,842 |
|
|
$ |
5,158,029 |
|
|
$ |
— |
|
|
$ |
5,158,029 |
|
United States |
|
|
6,261,068 |
|
|
|
755,892 |
|
|
|
7,016,960 |
|
|
|
6,423,830 |
|
|
|
480,249 |
|
|
|
6,904,079 |
|
China |
|
|
1,056,043 |
|
|
|
— |
|
|
|
1,056,043 |
|
|
|
327,476 |
|
|
|
— |
|
|
|
327,476 |
|
Argentina |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
197,632 |
|
|
|
— |
|
|
|
197,632 |
|
France |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
467,473 |
|
|
|
— |
|
|
|
467,473 |
|
Other countries |
|
|
174,884 |
|
|
|
— |
|
|
|
174,884 |
|
|
|
271,044 |
|
|
|
— |
|
|
|
271,044 |
|
|
|
$ |
11,481,555 |
|
|
$ |
758,174 |
|
|
$ |
12,239,729 |
|
|
$ |
12,845,484 |
|
|
$ |
480,249 |
|
|
$ |
13,325,733 |
|
The Corporation’s property, plant and equipment and intangible assets are mainly located in Canada.
17 . |
Related parties: |
Key management personnel compensation:
The key management personnel are the officers of the Corporation and members of the Board of Directors. They control 9% of the voting shares of the Corporation.
Key management personnel compensation includes the following for the three-month and six-month periods ended September 30, 2018 and 2017:
|
|
Three-month periods ended |
|
|
Six-month periods ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
||||
|
|
2018 |
|
|
|
2017 |
|
|
2018 |
|
|
|
2017 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term benefits (1) |
|
$ |
562,634 |
|
|
$ |
1,123,111 |
|
|
$ |
1,302,133 |
|
|
$ |
1,923,676 |
|
Share-based compensation costs (2) |
|
|
714,608 |
|
|
|
369,104 |
|
|
|
1,580,380 |
|
|
|
728,961 |
|
|
|
$ |
1,277,242 |
|
|
$ |
1,492,215 |
|
|
$ |
2,882,513 |
|
|
$ |
2,652,637 |
|
|
(1) |
Amounts of $245,509 and $490,639 respectively are included related to key management personnel of Acasti for the three-month and six-month periods ended September 30, 2017. |
|
|
(2) |
Amounts of $215,318 and $213,889 respectively are included related to key management personnel of Acasti for the three-month and six-month periods ended September 30, 2017. |
|
21
Exhibit 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, James S. Hamilton , Chief Executive Officer of Neptune Wellness Solutions Inc . , certify the following :
1. |
Review : I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Neptune Wellness Solutions Inc. (the “issuer”) for the interim period ended September 30 th , 2018. |
2. |
No misrepresentations : Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
3. |
Fair presentation : Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
4. |
Responsibility : The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (c. V-1.1, r.27), for the issuer. |
5. |
Design : Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
|
(a) |
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
|
(i) |
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
|
(ii) |
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
|
(b) |
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
|
5.1 |
Control framework : The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the COSO (Committee of Sponsoring Organizations in the Treadway Commission) Internal Controls – Integrated Framework. |
|
5.2 |
– N/A |
|
5.3 |
– N/A |
6. |
Reporting changes in ICFR : The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1 st , 2018 and ended on September 30 th , 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 13, 2018
/s/ James S. Hamilton
James S. Hamilton Chief Executive Officer
|
Exhibit 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Mario Paradis , Chief Financial Officer of Neptune Wellness Solutions Inc. , certify the following:
1. |
Review : I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Neptune Wellness Solutions Inc. (the “issuer”) for the interim period ended September 30 th , 2018. |
2. |
No misrepresentations : Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
3. |
Fair presentation : Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
4. |
Responsibility : The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (c. V-1.1, r.27), for the issuer. |
5. |
Design : Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
|
(a) |
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
|
(i) |
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
|
(ii) |
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
|
(b) |
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
|
5.1 |
Control framework : The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the COSO (Committee of Sponsoring Organizations in the Treadway Commission) Internal Controls – Integrated Framework. |
|
5.2 |
– N/A |
|
5.3 |
– N/A |
6. |
Reporting changes in ICFR : The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1 st , 2018 and ended on September 30 th , 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 13, 2018
/s/ Mario Paradis
Mario Paradis Chief Financial Officer
|