16. Financial Instruments | 3 Months Ended |
Mar. 31, 2015 |
Investments, All Other Investments [Abstract] | |
16. Financial Instruments | (a) | Financial assets and liabilities – fair values | | | | | | | | | | | | | | | |
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The carrying amounts of cash and cash equivalents, accounts receivable, certain other current assets, accounts payables and accrued liabilities are a reasonable estimate of their fair values because of the short maturity of these instruments. |
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Warrant liability and other current asset/liabilities are financial assets/liabilities where fluctuations in market rates will affect the fair value of these financial instruments. The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: |
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Level 1: quoted prices in active markets for identical assets or liabilities. |
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Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly. |
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Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. |
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Cash equivalents and other current asset/liabilities are classified as Level 2 financial instruments within the fair value hierarchy. |
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(b) | Derivative liability – warrant liability | | | | | | | | | | | | | | | |
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In connection with various financing arrangements, the Company has granted warrants to purchase up to 8,728,149 common shares of the Company as disclosed in Note 7c. The warrants have a weighted average exercise price of US$0.59 ($0.74). The warrants expire at dates ranging from May 11, 2017 to October 1, 2021. The warrants are accounted for as derivative liabilities because the exercise price is denominated in a currency other than the Company’s functional currency. |
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The table below summarizes the fair value of the Company’s financial liabilities measured at fair value: |
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| | Fair Value at | | | Fair Value Measurement Using | |
| | 31-Mar-15 | | | Level 1 | | | Level 2 | | | Level 3 | |
Derivative liability - Warrants | | $ | 5,359,374 | | | $ | - | | | $ | - | | | $ | 5,359,374 | |
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| | Fair Value at | | | Fair Value Measurement Using | |
| | 31-Dec-14 | | | Level 1 | | | Level 2 | | | Level 3 | |
Derivative liability - Warrants | | $ | 3,107,880 | | | $ | - | | | $ | - | | | $ | 3,107,880 | |
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The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (warrant derivative liability) for the periods ended March 31, 2015 and December 31, 2014: |
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| | Three months ended | | | Year ended | | | | | | | | | |
31-Mar-15 | 31-Dec-14 | | | | | | | | |
Balance at beginning of period | | $ | 3,107,880 | | | $ | 2,966,714 | | | | | | | | | |
Additions (deletions) to derivative instruments | | | (444,106 | ) | | | 424,471 | | | | | | | | | |
Change in fair market value, recognized in earnings as | | | 2,695,600 | | | | (283,305 | ) | | | | | | | | |
Change in warrant liability | | | | | | | | |
Balance end of period | | $ | 5,359,374 | | | $ | 3,107,880 | | | | | | | | | |
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The following is quantitative information about significant unobservable inputs (Level 3) for the Company as of March 31, 2015. |
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| | | | Valuation Technique | Unobservable Input | | Input Value | | | | | | | |
Liability Category | Fair Value | | | | | | |
Warrant Liability | | $ | 5,359,374 | | Black-Scholes valuation model | Volatility | | | 100 | % | | | | | | |
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The following represents the impact on fair value measurements to changes in unobservable inputs: |
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| Increase in Inputs Increase in Valuation | Decreases in Inputs Increase in Valuation | | | | | | | | | | | | | | |
Unobservable Inputs | | | | | | | | | | | | | | |
Volatility | Increase | Decrease | | | | | | | | | | | | | | |
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These instruments were valued using pricing models that incorporate the price of a common share (as quoted on the relevant over-the-counter trading market in the U.S.), volatility, risk free rate, dividend rate and estimated life. The Company computed the value of the warrants using the Black-Scholes model. There were no transfers of assets or liabilities between Level 1, Level 2, or Level 3 during the periods ended March 31, 2015 and December 31, 2014. |
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The following are the key weighted average assumptions used in connection with this computation: |
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| | Three Months Period | | Year Ended | | | | | | | | | | | | |
31-Mar-15 | 31-Dec-14 | | | | | | | | | | | |
Number of shares underlying the warrants | | 8,728,149 | | 14,754,587 | | | | | | | | | | | | |
Fair market value of the stock | | US$0.48 ($0.61) | | US$0.18 ($0.21) | | | | | | | | | | | | |
Exercise price | | US$0.59 ($0.75) | | US$0.55 ($0.64) | | | | | | | | | | | | |
Expected volatility | | 100% | | 88% | | | | | | | | | | | | |
Risk-free interest rate | | 0.78% | | 1.22% | | | | | | | | | | | | |
Expected dividend yield | | 0% | | 0% | | | | | | | | | | | | |
Expected warrant life (years) | | 3.32 | | 2.18 | | | | | | | | | | | | |
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(c) | Liquidity risk | | | | | | | | | | | | | | | |
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The Company generates sufficient cash from operating and financing activities to fund its operations and fulfill its obligations as they become due. The Company has sufficient funds available through its cash, cash equivalents, and financing arrangements, should its cash requirements exceed cash generated from operations to cover financial liability obligations. The Company’s investment policy is to invest excess cash resources into highly liquid short-term investments purchased with an original maturity of three months or less with tier one financial institutions. As at March 31, 2015, there were no restrictions on the flow of these funds nor have any of these funds been committed in any way, except as outlined in the detailed notes. |
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In the normal course of business, management considers various alternatives to ensure that the Company can meet some of its operating cash flow requirements through financing activities, such as private placements of our common stock, preferred stock offerings and offerings of debt and convertible debt instruments as well as through merger or acquisition opportunities. Management may also consider strategic alternatives, including strategic investments and divestitures. As future operations may be financed out of funds generated from financing activities, the Company’s ability to do so is dependent on, among other factors, the overall state of capital markets and investor appetite for investments in the pharmaceutical industry and our securities in particular. Should the Company elect to satisfy its cash commitments through the issuance of securities, by way of either private placement or public offering or otherwise, there can be no assurance that its efforts to obtain such additional funding will be successful, or achieved on terms favorable to the Company or its existing shareholders. If adequate funds are not available on terms favorable to the Company, it may have to reduce substantially or eliminate expenditures such as promotion, marketing or production of its current or proposed products, or obtain funds through other sources such as divestiture or monetization of certain assets or sublicensing (where permitted) of certain rights to certain of its technologies or products. |
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(d) | Concentration of credit risk and major customers | | | | | | | | | | | | | | | |
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The Company considers its maximum credit risk to be $3,140,021 (December 31, 2014 - $2,161,133). This amount is the total of the following financial assets: accounts receivable and loan receivable. The Company’s cash and cash equivalents are held through various high grade financial institutions. |
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The Company is exposed to credit risk from its customers and continually monitors its customers’ credit. It establishes the provision for doubtful accounts based upon the credit risk applicable to each customer. In line with other pharmaceutical companies, the Company sells its products through a small number of wholesalers and retail pharmacy chains in addition to hospitals, pharmacies, physicians and other groups. Note 11 discloses the significant customer details and the Company believes that the concentrations on the Company’s customers are considered normal for the Company and its industry. |
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As at March 31, 2015, the Company had three customers which made up 67.1% of the outstanding accounts receivable in comparison to two customers which made up 65.7% at December 31, 2014. As at March 31, 2015, 28.5% (December 31, 2014 – 12.2%) of the outstanding accounts receivable was related to product sales related to two wholesale accounts (December 31, 2014 – one wholesale account) and 38.6% (December 31, 2014 – 53.5%) was related to an amount owing related to the product sales. |
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(e) | Foreign exchange risk | | | | | | | | | | | | | | | |
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The Company principally operates within Canada; however, a portion of the Company’s revenues, expenses, and current assets and liabilities, are denominated in United States dollars and the EURO. The Company’s long term debt is repayable in U.S. dollars, which exposes the Company to foreign exchange risk due to changes in the value of the Canadian dollar. As at March 31, 2015, a 5% change in the foreign exchange rate would increase/decrease the long term debt balance by $700,000 and would increase/decrease both interest expense and net loss by approximately $29,800 for the three month period ended March 31, 2015. As at March 31, 2015, a 5% change in the foreign exchange rate would increase/decrease the warrant liability balance by $268,000 and would increase/decrease both changes in warrant liability and net loss by $268,000 for the three month period ended March 31, 2015. |
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(f) | Interest rate risk | | | | | | | | | | | | | | | |
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The Company is exposed to interest rate fluctuations on its cash and cash equivalents as well as its long term debt. At March 31, 2015, the Company had an outstanding long term debt balance of US$14,000,000 ($17,756,200), which bears interest annually at a rate of 11.5% plus the Libor Rate with the Libor Rate being subject to a minimum floor of 2%, such that that minimum interest rate is 13.5%, which may expose the Company to market risk due to changes in interest rates. For the three month period ended March 31, 2015, a 1% increase in interest rates would increase interest expense and net loss by approximately $44,400. However, based on current LIBOR interest rates, which are currently under the minimum floor set at 2% and based on historical movements in LIBOR rates, the Company believes a near-term change in interest rates would not have a material adverse effect on the financial position or results of operations. |