Capital Stock | 12. Capital Stock (a) Authorized The Company has authorized share capital of an unlimited number of common voting shares, an unlimited number of Class A common shares and an unlimited number of preferred shares. The preferred shares may be issued in one or more series, and the directors may fix prior to each series issued, the designation, rights, privileges, restrictions and conditions attached to each series of preferred shares. (b) Shares issued and outstanding Shares issued and outstanding are as follows: Number of Common Shares Amount Balance, December 31, 2016 15,532,408 $ 124,700,345 Shares issued upon exercise of stock options (12(c)) 207,950 869,703 Shares issued upon exercise of warrants (12(d)) 41,969 163,679 Balance, December 31, 2017 15,782,327 $ 125,733,727 Shares issued upon exercise of stock options (12(c)) 206,885 654,711 Shares repurchased and cancelled under a normal course issuer bid (*) (441,400 ) (3,501,333 ) Balance, December 31, 2018 15,547,812 $ 122,887,105 (*) During the year ended December 31, 2018 the Company repurchased and cancelled 441,400 common shares. The aggregate price paid for these common shares totaled $3,021,340. As a result of the NCIB, during the year ended December 31, 2018 the Company recorded $479,993 directly in its retained deficit representing the difference between the aggregate price paid for these common shares and a reduction of the Company’s share capital totaling $3,501,333. Subsequent to December 31, 2018, the Company repurchased an additional 159,900 common shares to be cancelled for an aggregate cost of $999,826. (c) Stock option plan The Company has a stock option plan which is administered by the Board of Directors of the Company with stock options granted to directors, management, employees and consultants as a form of compensation. The number of common shares reserved for issuance of stock options is limited to a maximum of 2,934,403 common shares of the Company at any time. The stock options generally have a maximum term of between five and ten years and vest within a five-year period from the date of grant. Changes in the number of options outstanding during the year ended December 31, 2018 is as follows: Year ended December 31, 2018 Options Weighted average exercise price Balance, beginning of period 1,602,127 $ 3.58 Granted 200,000 7.25 Exercised (206,885 ) (1.76 ) Forfeited, cancelled or expired (200,600 ) (6.85 ) Balance, end of period 1,394,642 $ 3.91 Options exercisable, end of period 1,044,892 $ 2.80 Changes in the number of options outstanding during the years ended December 31, 2017 and 2016 are as follows: Year ended December 31 2017 2016 Options Weighted average exercise price Options Weighted average exercise price Balance, beginning of period 1,387,000 $ 2.37 2,277,126 $ 1.90 Granted 476,000 7.20 265,025 6.16 Exercised (207,950 ) (2.50 ) (1,069,434 ) (1.72 ) Forfeited, cancelled or expired (52,923 ) (8.58 ) (85,717 ) (9.59 ) Balance, end of period 1,602,127 $ 3.58 1,387,000 $ 2.37 Options exercisable, end of period 1,231,127 $ 2.50 1,387,000 $ 2.37 Options outstanding at December 31, 2018 consist of the following: Range of exercise prices Number outstanding Weighted average remaining contractual life Options outstanding weighted average exercise price Number exercisable $0.30 185,000 4.35 years $ 0.30 185,000 $0.31 - $1.00 5,334 0.29 years $ 0.60 5,334 $1.01 - $3.00 549,433 3.35 years $ 1.59 549,433 $3.01 - $5.00 32,500 1.90 years $ 3.90 32,500 $5.01 - $7.30 622,375 3.89 years $ 7.06 272,625 $0.30 - $7.30 1,394,642 3.68 years $ 3.91 1,044,892 Compensation expense related to stock options granted during the period or from previous periods under the stock option plan for the year ended December 31, 2018 is $1,022,175 (2017 – $490,769; 2016 – $1,340,001). The compensation expense was determined based on the fair value of the options at the date of measurement using the Black-Scholes option pricing model. The expected life of stock options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome. The compensation expense for the years ended December 31, 2018, 2017 and 2016 was determined based on the fair value of the options at the date of measurement using the Black-Scholes option pricing model: Years ended December 31: 2018 2017 2016 Expected option life 4.4 years 4.5 years 4.8–5.0 years Risk free interest rate 1.92%-2.04% 1.71 % 0.52%-0.67% Dividend yield Nil nil nil Expected volatility 85.14%-93.72% 80.44 % 115.59%-117.56% Additionally, prior to its disposal Apicore had a stock option plan and at the December 1, 2016 acquisition date, there were 897,500 options to purchase Class E common stock of Apicore Inc. outstanding. 497,500 options became fully vested on the change in control with the right to put the outstanding Apicore Class E shares and options to the Company upon the change in control. The remaining Apicore stock options outstanding of 400,000 were unaffected by the change of control and fully vested during 2017. The value of the put option was initially recorded as a liability to repurchase Apicore Class E shares on the consolidated statements of financial position and the value of the remaining options was recorded as non-controlling interest within equity. During the year ended December 31, 2017, employees and former directors of Apicore exercised 292,500 stock options to acquire 292,500 Class E common shares of Apicore for gross proceeds to the Company of U.S.$280,125. These shares, as well as 112,500 Class E common shares previously issued for gross proceeds of U.S.$48,375 were then purchased by the Company upon the employees and former directors exercising their put right to the Company. This resulted in the Company acquiring 405,000 Class E common shares of Apicore for a total cost of U.S.$1,974,772 (Cdn - $2,690,383) during 2017. As a result of the employees and former directors exercising their put right to the Company, the liability to repurchase Apicore Class E common shares on the consolidated statements of financial position was reduced. On July 3, 2017, the remaining employee put options over 117,500 Class E shares, to be issued upon the exercise of stock options, of Apicore expired without being exercised by the employees and the value of these options, totaling $615,381, was reclassified as a non-controlling interest. As a result, there remained 517,500 stock options in Apicore Inc. outstanding prior to the sale transaction which occurred on October 2, 2017. During the year ended December 31, 2017, the Company recorded $132,346 (2016 – $60,240), respectively of stock-based compensation expense within the loss from discontinued operations on the consolidated statements of net income and comprehensive income relating to stock options in Apicore. (d) Warrants On November 17, 2016 in connection with a term loan entered into to fund an acquisition, the Company issued 900,000 warrants to the lenders, exercisable for a 48-month period following the issuance of the loan at a price of $6.50 per share. The fair value of the warrants issued in connection with the loan was $2,065,500 net of its pro-rata share of financing costs of $116,695 and were recorded in equity with a corresponding balance recorded as deferred financing costs which is netted against the associated long-term debt on the consolidated statements of financial position as at December 31, 2017. Changes in the number of Canadian dollar denominated warrants outstanding during the years ended December 31, 2018, 2017 and 2016 are as follows: Years ended December 31 2018 2017 2016 Warrants Weighted average exercise price Warrants Weighted average exercise price Warrants Weighted average exercise price Balance, beginning of period 900,000 $ 6.50 941,969 $ 6.31 59,775 $ 2.20 Granted - - - - 900,000 6.50 Exercised - - (41,969 ) (2.20 ) (17,806 ) (2.20 ) Balance, end of period 900,000 $ 6.50 900,000 $ 6.50 941,969 $ 6.31 Warrants exercisable, end of period 900,000 $ 6.50 900,000 $ 6.50 941,969 $ 6.31 The fair value of the warrants issued during the year ended December 31, 2016 was determined at the date of measurement using a Black-Scholes pricing model with the following assumptions: Years ended December 31 2016 Expected option life 4.0 years Risk-free interest rate 0.85 % Dividend yield nil Expected volatility 120.40 % (e) Per share amounts The following table reflects the calculation of basic earnings per share for the years ended December 31, 2018, 2017 and 2016: Year ended December 31 2018 2017 2016 Net earnings before discontinued operations $ 0.25 $ 0.74 $ 0.24 Earnings from discontinued operations, net of tax - 2.04 1.56 $ 0.25 $ 2.78 $ 1.80 The following table reflects the calculation of diluted earnings per share for the years ended December 31, 2018, 2017 and 2016: Year ended December 31 2018 2017 2016 Net earnings before discontinued operations $ 0.24 $ 0.63 $ 0.21 Earnings from discontinued operations, net of tax - 1.76 1.35 $ 0.24 $ 2.39 $ 1.56 The following table reflects the income used in the basic earnings per share computations for the years ended December 31, 2018, 2017 and 2016: Year ended December 31 2018 2017 2016 Net earnings before discontinued operations $ 3,925,639 $ 11,496,693 $ 3,624,323 Earnings from discontinued operations, net of tax - 31,924,191 23,358,318 $ 3,925,639 $ 43,420,884 $ 26,982,641 The following table reflects the income (and share data used in the denominator of the basic and diluted earnings per share computations for the years ended December 31, 2018, 2017 and 2016: Year ended December 31 2018 2017 2016 Weighted average shares outstanding for basic earnings per share 15,791,396 15,636,853 15,002,005 Effects of dilution from: Stock options 772,267 1,601,227 1,372,427 Warrants - 900,000 941,969 Weighted average shares outstanding for diluted earnings per share 16,563,663 18,138,080 17,316,401 Effects of dilution from 622,375 stock options (2017 – 900, 2016 – 14,573) and 900,000 warrants (2017 – nil and 2016 – nil) were excluded in the calculation of weighted average shares outstanding for diluted earnings per share before discontinued operations for the year ended December 31, 2018 as their exercise prices exceed the Company’s share price on the TSX-V at December 31, 2018. |