Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2015shares | |
EUROS [Member] | |
Entity Registrant Name | Tribute Pharmaceuticals Canada Inc. |
Entity Central Index Key | 1,159,019 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 126,240,542 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2,015 |
CONDENSED INTERIM CONSOLIDATED
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited) - CAD | Sep. 30, 2015 | Dec. 31, 2014 |
Current | ||
Cash and cash equivalents | CAD 13,228,708 | CAD 3,505,791 |
Accounts receivable, net of allowance of $nil (December 31, 2014 - $nil) (Note 17(d)) | 7,028,390 | 2,145,319 |
Inventories (Note 3) | 3,235,531 | 1,037,387 |
Taxes recoverable | 331,143 | 130,623 |
Loan receivable | 15,814 | 15,814 |
Prepaid expenses and other receivables (Note 4) | 316,483 | CAD 187,279 |
Other current asset (Note 18) | 19,400 | |
Current portion of debt issuance costs, net (Note 7) | 957,963 | CAD 128,134 |
Total current assets | 25,133,432 | 7,150,347 |
Property, plant and equipment, net (Note 5) | 1,275,410 | 1,012,285 |
Intangible assets, net (Note 6) | 79,108,376 | 40,958,870 |
Goodwill (Note 6) | 6,802,603 | 3,599,077 |
Debt issuance costs, net (Note 7) | 312,633 | 359,161 |
Total assets | 112,632,454 | 53,079,740 |
Current | ||
Accounts payable and accrued liabilities | 8,290,982 | CAD 4,344,606 |
Amounts payable and contingent consideration (Note 2) | 9,528,525 | |
Current portion of long term debt (Note 7) | 1,853,179 | CAD 1,319,030 |
Promissory convertible note (Note 2) | 5,000,000 | |
Debentures (Note 7) | 12,500,000 | |
Warrant liability (Note 8(c)) | 4,644,532 | CAD 3,107,880 |
Total current liabilities | 41,817,218 | CAD 8,771,516 |
Deferred tax liability | 6,931,475 | |
Long term debt (Note 7) | 15,067,972 | CAD 13,967,493 |
Total liabilities | CAD 63,816,665 | CAD 22,739,009 |
Contingencies and commitments (Notes 2, 7 and 11) | ||
Capital Stock | ||
AUTHORIZED Unlimited Non-voting, convertible redeemable and retractable preferred shares with no par value Unlimited common shares with no par value ISSUED (Note 8(a)) Common shares 126,240,542 (December 31, 2014 - 94,476,238) | CAD 72,442,707 | CAD 41,182,630 |
Additional paid-in capital options (Note 8(b)) | 3,941,669 | 2,713,605 |
Warrants (Note 8(c)) | 4,741,815 | CAD 6,347,349 |
Accumulated other comprehensive income (Note 18) | 19,400 | |
Deficit | (32,329,802) | CAD (19,902,853) |
Total shareholders' equity | 48,815,789 | 30,340,731 |
Total liabilities and shareholders' equity | CAD 112,632,454 | CAD 53,079,740 |
CONDENSED INTERIM CONSOLIDATED3
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - CAD | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance | ||
Shareholders Equity | ||
Common Shares Issued | 126,240,542 | 94,476,238 |
CONDENSED INTERIM CONSOLIDATED4
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS, COMPREHENSIVE LOSS AND DEFICIT (Unaudited) - CAD | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Revenues | |||||
Licensed domestic product net sales | CAD 2,379,932 | CAD 2,381,710 | CAD 6,968,164 | CAD 7,121,403 | |
Other domestic product sales | 5,363,437 | 991,053 | 11,355,924 | 2,945,936 | |
International product sales | CAD 1,264,481 | CAD 496,153 | CAD 2,705,543 | 1,318,002 | |
Royalty and licensing revenues | 18,414 | ||||
Total revenues (Notes 12 and 15) | CAD 9,007,850 | CAD 3,868,916 | CAD 21,029,631 | 11,403,755 | |
Cost of Sales | |||||
Licensor sales and distribution fees | 1,705,353 | 1,525,103 | 4,700,228 | 4,457,240 | |
Cost of products sold | 1,643,274 | 438,104 | 2,998,366 | 1,252,370 | |
Expired products | 4,920 | 25,228 | 7,793 | 38,584 | |
Total Cost of Sales | 3,353,547 | 1,988,435 | 7,706,387 | 5,748,194 | |
Gross profit | 5,654,303 | 1,880,481 | 13,323,244 | 5,655,561 | |
Expenses | |||||
Selling, general and administrative (Notes 8(b), 13 and 16) | 4,479,322 | 2,529,534 | 11,941,496 | 8,161,873 | |
Amortization of assets | 1,931,603 | 296,723 | 3,441,839 | 883,649 | |
Total operating expenses | 6,410,925 | 2,826,257 | 15,383,335 | 9,045,522 | |
Loss from operations | (756,622) | (945,776) | (2,060,091) | (3,389,961) | |
Non-operating income (expenses) | |||||
(Loss) gain on derivative instrument (Note 18) | 136,150 | (184,113) | 136,150 | (180,913) | |
Change in warrant liability (Note 8(c)) | 4,882,781 | CAD 4,454,565 | (3,994,708) | CAD (163,184) | |
Unrealized foreign currency exchange (loss) on debt | (1,084,417) | (2,180,600) | |||
Accretion expense (Note 7) | (75,521) | CAD (36,738) | (222,983) | CAD (102,264) | |
Restructuring costs (Note 2) | (23,711) | (1,156,109) | |||
Transaction costs | (952,855) | (1,206,899) | |||
Interest income | 9,268 | CAD 57,550 | 10,195 | CAD 58,088 | |
Interest expense | (798,417) | (303,613) | (1,989,392) | (868,911) | |
Income (loss) before tax | 1,336,656 | CAD 3,041,875 | (12,664,437) | CAD (4,647,145) | |
Deferred income tax (recovery) (Note 14) | (242,716) | (237,488) | |||
Net income (loss) for the period | 1,579,372 | CAD 3,041,875 | (12,426,949) | CAD (4,647,145) | |
Unrealized gain on derivative instrument, net of tax (Note 18) | 19,400 | 13,158 | 37,950 | 13,158 | |
Net income (loss) and comprehensive income (loss) for the period | 1,598,772 | 3,055,033 | (12,388,999) | (4,633,987) | |
Deficit, beginning of period | (33,909,174) | (21,984,931) | (19,902,853) | (14,295,911) | CAD (14,295,911) |
Deficit, end of period | CAD (32,329,802) | CAD (18,943,056) | CAD (32,329,802) | CAD (18,943,056) | CAD (19,902,853) |
Earnings (loss) per share (Note 9) - Basic and diluted | CAD 0.01 | CAD 0.03 | CAD (0.11) | CAD (0.07) | |
Weighted Average Number of Common Shares - Basic | 109,576,434 | 87,948,738 | 108,713,903 | 64,283,839 | |
Weighted Average Number of Common Shares - Diluted | 124,887,901 | 88,392,327 | 108,713,903 | 64,283,839 |
CONDENSED INTERIM CONSOLIDATED5
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - CAD | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from (used in) operating activities | ||
Net loss | CAD (12,426,949) | CAD (4,647,145) |
Items not affecting cash: | ||
Amortization | 3,477,369 | 909,311 |
Changes in warrant liability (Note 8(c)) | 3,994,708 | 163,183 |
Share-based compensation (Note 8(b)) | 1,244,987 | CAD 359,992 |
Unrealized foreign currency exchange loss | 2,751,492 | |
Accretion expense | 222,983 | CAD 102,264 |
Transaction costs | CAD 112,820 | |
Paid-in common shares for services | CAD 211,812 | |
Deferred tax recovery | CAD (242,716) | |
Change in non-cash operating assets and liabilities (Note 10) | (3,867,230) | CAD (736,585) |
Cash flows (used in) operating activities | (4,732,536) | CAD (3,637,168) |
Cash flows from (used in) investing activities | ||
Acquisition, net of cash acquired | (11,757,149) | |
Additions to property, plant and equipment | (16,063) | CAD (6,525) |
Increase in intangible assets | (6,495,802) | (231,620) |
Cash flows (used in) investing activities | (18,269,014) | (238,145) |
Cash flows from (used in) financing activities | ||
Debt issuance costs (Note 7) | (1,125,756) | CAD (128,181) |
Options exercised | 23,940 | |
Debentures (Note 7) | 12,500,000 | |
(Repayment) advances of long term debt (Note 7) | (912,899) | CAD 2,211,000 |
Common shares issued (Note 8(a)) | 12,000,199 | 30,026,500 |
Share issuance costs (Note 8 (a)) | (1,092,847) | CAD (2,648,813) |
Warrants exercised | 11,248,272 | |
Cash flows from financing activities | 32,640,909 | CAD 29,460,506 |
Changes in cash and cash equivalents | 9,639,359 | 25,585,193 |
Change in cash and cash equivalents due to changes in foreign exchange | 83,558 | 327,184 |
Cash and cash equivalents, beginning of period | 3,505,791 | 2,813,472 |
Cash and cash equivalents, end of period | CAD 13,228,708 | CAD 28,725,849 |
1. Basis of Presentation
1. Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
1. Basis of Presentation | These unaudited condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for Tribute Pharmaceuticals Canada Inc.’s ("Tribute" or the "Company") most recently completed fiscal year ended December 31, 2014. These unaudited condensed interim consolidated financial statements do not include all disclosures required in annual financial statements, but rather are prepared in accordance with recommendations for interim financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited condensed interim consolidated financial statements have been prepared using the same accounting policies and methods as those used by the Company in the annual audited financial statements for the year ended December 31, 2014, except when disclosed below. The accompanying consolidated financial statements include the accounts of Tribute and its wholly-owned subsidiaries, Tribute Pharmaceuticals International Inc., Tribute Pharmaceuticals US, Inc. and Medical Futures Inc. (See Note 2). All intercompany balances and transactions have been eliminated upon consolidation. The unaudited condensed interim consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) which are necessary to present fairly the financial position of the Company as at September 30, 2015, and the results of its operations for the three and nine month periods ended September 30, 2015 and 2014 and its cash flows for the nine month periods ended September 30, 2015 and 2014. Note disclosures have been presented for material updates to the information previously reported in the annual audited financial statements. a) Estimates The preparation of these consolidated financial statements has required management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of the revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to provision for doubtful accounts, accrued liabilities, income taxes, share based compensation, revenue recognition, intangible assets, goodwill and derivative financial instruments. The Company bases its estimates on historical experiences and on various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. As adjustments become necessary, they are reported in earnings in the period in which they become known. Proposed Merger Transaction On June 8, 2015, Tribute entered into an Agreement and Plan of Merger and Arrangement (the “Transaction Agreement”) with Pozen, Inc. (“Pozen”). Upon the completion of the transaction contemplated thereby, which is expected to occur in the fourth quarter of 2015, subject to satisfaction of various conditions, the combined company will be named Aralez Pharmaceuticals plc (“Aralez”), an Irish corporation. At closing, each common share of Tribute will be exchanged for 0.1455 Aralez ordinary shares. This transaction is subject to shareholder approval, as well as various regulatory approvals. |
2. Acquisitions
2. Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
2. Acquisitions | Fibricor Acquisition On May 21, 2015, Tribute Pharmaceuticals International Inc., a Barbados corporation and a wholly owned subsidiary of Tribute, acquired the U.S. rights to Fibricor® and its related authorized generic (the “Product”) from a wholly owned step-down subsidiary of Sun Pharmaceutical Industries Ltd. (“Sun Pharma”). Financial terms of the deal include the payment of US$10,000,000 as follows: US$5,000,000 ($6,100,500) paid on closing; US$2,000,000 ($2,678,800) payable 180 days from closing; and, US$3,000,000 ($4,018,200) payable 365 days from closing. As at September 30, 2015, US$5,000,000 ($6,697,000) has been accrued and included in amounts payable and contingent consideration on the condensed interim consolidated balance sheet. MFI Acquisition On June 16, 2015, Tribute entered into a share purchase agreement (the ‘‘Share Purchase Agreement’’) with the shareholders of Medical Futures Inc. (‘‘MFI’’) pursuant to which Tribute acquired on such date (the ‘‘MFI Acquisition’’) all of the outstanding shares of MFI (the ‘‘MFI Shares’’). The consideration paid for the MFI Shares was comprised of (1) $8,492,868 in cash on closing, (2) $5,000,000 through the issuance of 3,723,008 Tribute common shares, (3) $5,000,000 in the form of a one-year term promissory note (the ‘‘Note’’) bearing interest at 8% annually convertible in whole or in part at the holder’s option at any time during the term into 2,813,778 Tribute common shares at a conversion rate of $1.77 per Tribute common share (subject to adjustment in certain events), with a maturity date of June 16, 2016, (4) retention payments of $507,132, reported as amounts payable and contingent consideration on the condensed interim consolidated balance sheet, and (5) future contingent cash milestone payments totaling $5,695,000 that will be paid only upon obtaining certain consents. In addition, on the receipt of each regulatory approval for MFI’s two pipeline products described below (or upon the occurrence of a change of control of Tribute), the vendors will receive a payment of $1,250,000 per product. The Company estimated the fair value of the contingent consideration by assigning an achievement probability to each potential milestone and discounting the associated cash payment to its present value using a risk adjusted rate of return. The Company evaluates its estimates of fair value of contingent consideration liabilities at the end of each reporting period until the liability is settled. Any changes in the fair value of contingent consideration liabilities are included in change in fair value of contingent consideration on the statements of operations and comprehensive loss. The liability for these amounts payable, are reported together as “amounts payable and contingent consideration” on the balance sheet. The Company accrued $5,695,000 related to obtaining certain consents as an achievement probability of 100% was assigned to those contingent milestone payments. During the three months and nine months ended September 30, 2015, one consent was received and a payment issued of $3,345,000. The contingent payments related to the two pipeline products are reliant on regulatory approval. As the achievement of regulatory approval cannot be reliably estimated by the Company, an achievement probability of 0% was assigned and therefore no accrual recorded on the Balance Sheet. The MFI Acquisition diversifies Tribute’s product portfolio in Canada through the addition of twelve marketed products (Durela®, Proferrin®, Iberogast®, MoviPrep®, Normacol®, Resultz®, Pegalax®, BalanseTM, BalanseTM Kids, DiaflorTM, Mutaflor® and Purfem®, one product recently approved by Health Canada but has not launched (ibSiumTM) and two pipeline products, OctasaTM and BedBugzTM, both of which are pending submission to Health Canada. The Company recorded an accrual of $1,156,109 in acquisition and restructuring costs during the nine month period ended September 30, 2015, on the condensed interim consolidated statement of operations and comprehensive loss. In connection with the MFI Acquisition, the Company acquired assets with a fair value of $36,677,236. Assets consisted of cash of $81,223, receivables of $1,757,912, inventory of $1,559,353, prepaids of $263,660, property, plant and equipment of $334,764, intangible assets of $28,652,850 and taxes recoverable of $94,286 and goodwill of $3,203,526. Liabilities were also assumed of $11,982,236 consisting of bank indebtedness of $1,937,475, accounts payable and accrued liabilities of $2,450,391 and a deferred tax liability of $7,174,191. The estimated fair value of the intangible assets was determined based on the use of the discounted cash flow models using an income approach for the acquired licenses. Estimated revenues were probability adjusted to take into account the stage of completion and the risks surrounding successful development and commercialization. The license agreement assets are classified as indefinite-lived intangible assets until the successful completion and commercialization or abandonment of the associated marketing and development efforts. The licensing asset and licensing agreements relate to product license agreements having estimated useful lives of 4 to 22 years. The Company believes that the fair values assigned to the assets acquired, the liabilities assumed and the contingent consideration liabilities were based on reasonable assumptions. Pro Forma Results: For the Three Month Period Ended September 30 For the Nine Month Period Ended September 30 2015 2014 2015 2014 Net revenues $ 9,007,850 $ 8,358,002 $ 25,302,649 $ 24,309,618 Net income (loss) $ 1,579,372 $ 4,869,262 $ (12,294,605 ) $ 327,042 Earnings (loss) per share - Basic and diluted $ 0.01 $ 0.06 $ (0.11 ) $ 0.01 |
3. Inventories
3. Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
3. Inventories | September 30, 2015 December 31, 2014 Raw materials $ 664,673 $ 290,197 Finished goods 1,922,009 399,830 Packaging materials 114,617 70,870 Work in process 534,232 276,490 $ 3,235,531 $ 1,037,387 |
4. Prepaid Expenses and Other R
4. Prepaid Expenses and Other Receivables | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
4. Prepaid Expenses and Other Receivables | September 30, 2015 December 31, 2014 Prepaid operating expenses $ 299,334 $ 180,304 Deposits 10,174 - Interest receivable on loan receivables 6,975 6,975 $ 316,483 $ 187,279 |
5. Property, Plant and Equipmen
5. Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
5. Property, Plant and Equipment | September 30, 2015 Cost Accumulated Amortization Net Carrying Amount Land $ 90,000 $ - $ 90,000 Building 618,254 323,982 294,272 Leasehold improvements 303,703 6,216 297,487 Office equipment 97,848 55,658 42,190 Manufacturing equipment 1,103,525 635,646 467,879 Warehouse equipment 17,085 17,085 - Packaging equipment 111,270 71,590 39,680 Computer equipment 159,180 115,278 43,902 $ 2,500,865 $ 1,225,455 $ 1,275,410 December 31, 2014 Cost Accumulated Amortization Net Carrying Amount Land $ 90,000 $ - $ 90,000 Building 618,254 300,798 317,456 Leasehold improvements 10,359 4,662 5,697 Office equipment 61,308 52,124 9,184 Manufacturing equipment 1,103,525 602,667 500,858 Warehouse equipment 17,085 17,085 - Packaging equipment 111,270 62,744 48,526 Computer equipment 142,873 102,309 40,564 $ 2,154,674 $ 1,142,389 $ 1,012,285 |
6. Intangible Assets and Goodwi
6. Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
6. Intangible Assets and Goodwill | September 30, 2015 Cost Accumulated Amortization Net Carrying Amount Patents $ 447,952 $ 80,686 $ 367,266 Licensing asset 1,005,820 232,112 773,708 Licensing agreements 51,535,428 4,288,026 47,247,402 Product rights 32,000,000 1,280,000 30,720,000 $ 84,989,200 $ 5,880,824 $ 79,108,376 December 31, 2014 Cost Accumulated Amortization Net Carrying Amount Patents $ 351,754 $ 53,242 $ 298,512 Licensing asset 1,005,820 174,084 831,736 Licensing agreements 10,377,325 2,345,049 8,032,276 Product rights 32,117,521 321,175 31,796,346 $ 43,852,420 $ 2,893,550 $ 40,958,870 Amortization expense of intangible assets for the three and nine month periods ended September 30, 2015 was $1,614,121 and $2,987,274, respectively (2014 - $252,203 and $756,574, respectively). The Company has patents pending of $56,681 at September 30, 2015 (December 31, 2014 - $45,392) and licensing agreements of $558,703 (December 31, 2014 - $373,325) not currently being amortized. Goodwill Amount Balance at December 31, 2014 $ 3,599,077 MFI acquisition (Note 2) 3,203,526 Balance at September 30, 2015 $ 6,802,603 |
7. Long Term Debt and Debt Issu
7. Long Term Debt and Debt Issuance Costs | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
7. Long Term Debt and Debt Issuance Costs | On August 8, 2013, SWK Funding LLC ("SWK"), a wholly-owned subsidiary of SWK Holdings Corporation, entered into a credit agreement (the "Credit Agreement") with the Company and pursuant thereto, SWK provided to the Company a term loan in the principal amount of US$6,000,000 ($6,381,600) which was increased, as per the terms of the Credit Agreement, by an additional US$2,000,000 ($2,211,000) at the Company's request on February 4, 2014. SWK served as the agent under the Credit Agreement. On October 1, 2014 (the “Amendment Closing Date”), the Company entered into the First Amendment to the Credit Agreement and Guarantee (the “First Amendment,” and together with the Credit Agreement, the “Amended Credit Agreement”) with SWK. The Amended Credit Agreement provides for a multi-draw term loan to the Company for up to a maximum amount of US$17,000,000 ($22,769,800) (the “Loan Commitment Amount”). On the Amendment Closing Date, SWK advanced the Company an additional amount equal to US$6,000,000 ($6,724,800) pursuant to the terms of a promissory note executed on the Amendment Closing Date (the “October 2014 Note”). The October 2014 Note is for a total principal amount of US$14,000,000 ($18,751,600) (the "Loan") (comprised of US$8,000,000 ($8,592,600) advanced under the Credit Agreement and the additional US$6,000,000 ($6,724,800) advanced on October 1, 2014) due and payable on December 31, 2018. The Loan accrues interest at an annual rate of 11.5% plus the LIBOR Rate (as defined in the Amended Credit Agreement), with the LIBOR Rate being subject to a minimum floor of 2%, such that the minimum interest rate is 13.5%. In the event of a change of control, a merger or a sale of all or substantially all of the Company’s assets, the Loan shall be due and payable. The discount to the carrying value of the Loan is being amortized as a non-cash interest expense over the term of the Loan using the effective interest rate method. During the three and nine month periods ended September 30, 2015, the Company accreted $75,521, and $222,983, respectively (2014 - $36,738 and $102,264, respectively) in non-cash accretion expense in connection with the long term loan, which is included in accretion expense on the condensed interim consolidated statements of operations, comprehensive loss and deficit. Legal fees and costs associated with the Loan Commitment Amount were classified as debt issuance costs on the balance sheet. These assets are being amortized as a non-cash interest expense over the term of the outstanding Loan using the effective interest rate method. During the three and nine month periods ended September 30, 2015, the Company amortized $35,935 and $96,334, respectively (2014 – $29,682 and $82,301, respectively) in non-cash interest expense, which is included in amortization expense on the condensed interim consolidated statements of operations, comprehensive loss and deficit. During the three and nine month periods ended September 30, 2015, the Company paid US$379,609 ($501,957) and US$718,698 ($912,899), respectively in principal payments (year ended December 31, 2014 - $nil) and interest payments of US$1,421,551 ($1,787,321) (year ended December 31, 2014 – US$1,090,500 ($1,207,262)) under the Credit Agreement and Amended Credit Agreement. The Company has estimated the following revenue-based principal and interest payments over the next four years ending December 31 based on the assumption that only the minimum revenue requirements will be met under the Amended Credit Agreement: Principal Payments Interest Payments 2015 US$237,382 ($317,950) US$458,205 ($613,720) 2016 US$1,428,619 ($1,913,492) US$1,730,297 ($2,317,560) 2017 US$1,637,221 ($2,192,894) US$1,519,374 ($2,035,050) 2018 US$9,978,081 ($13,364,641) US$1,469,090 ($1,967,699) Debenture Financing In connection with the completion of the acquisition of MFI, Tribute also completed a private placement of $12,500,000 principal amount of secured subordinated debentures (the "Debentures"). The Debentures are secured by a general security agreement from the Company constituting a lien on all the present and future property of the Company. The Debentures bear interest at a rate of 6.0% per annum payable quarterly in arrears and mature on June 16, 2016 (the "Maturity Date"). The Debentures can be redeemed, in full, at any time following the closing date and prior to the Maturity Date, by Tribute paying the principal amount plus any accrued and unpaid interest. Tribute will also pay a customary redemption fee upon a change of control and an exit fee upon repayment of the Debentures. In connection with the Debentures, the Company paid commissions to a syndicate of underwriters of $750,000. The Company also recorded $88,945 in debt issuance costs associated with syndicate fees, $250,000 in debt issuance costs and as an exit fee and $36,811 in debt issuance costs associated with legal fees. Total issuance costs associated with the Debentures were $1,125,756. During the three and nine month periods ended September 30, 2015, the Company accreted $265,505, and $305,507, respectively (2014 - $nil and $nil, respectively) in non-cash accretion expense in connection with the Debenture financing, which is included in amortization of assets on the condensed interim consolidated statements of operations, comprehensive loss and deficit. During the three and nine month periods ended September 30, 2015, the Company paid $93,750 and $93,750, respectively in interest payments (year ended December 31, 2014 - $nil) under the Debentures. |
8. Capital Stock
8. Capital Stock | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
8. Capital Stock | (a) Common Shares During the nine month period ended September 30, 2015, the Company completed a private placement in which 13,043,695 common shares were issued at a price of $0.92 per common share for gross proceeds of $12,000,199. In connection with the private placement, the Company paid cash commissions to a syndicate of underwriters of $840,014 and issued an aggregate of 456,529 non-transferable broker warrants. See Note 8(c). Each broker warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.92 at any time on or before May 21, 2017. The Company also recorded $72,800 in issuance costs associated with syndicate fees. Total other issuance costs associated with the private placement were $180,033. On June 16, 2015, the Company issued 3,723,008 common shares in conjunction with the acquisition of MFI (See Note 2) with a fair value of $5,000,000 based on the current stock price. Additionally, 12,280,659 common shares of the Company were issued upon the exercise of 12,280,659 common share purchase warrants, 2,062,844 common shares of the Company were issued upon the exercise of 2,062,844 broker compensation options, 607,997 common shares were issued upon the exercise of 607,997 underlying broker warrants issued during the period and 46,101 common shares were issued upon the exercise of various share options, at an average exercise price of $0.51 for gross proceeds of $11,133,188. Common Shares Number of Shares Amount Balance, December 31, 2014 94,476,238 $ 41,182,630 Warrants exercised 12,280,659 9,257,882 Warrants exercised - valuation - 3,650,306 Common shares issued in acquisition (Note 2) 3,723,008 5,000,000 Common shares issued in private placement 13,043,695 12,000,199 Share issuance costs - (1,298,785 ) Share options exercised 46,101 38,070 Broker compensation options exercised 2,062,844 1,304,169 Broker warrants exercised – underlying warrants 607,997 547,197 Fair value of broker warrants exercised - 761,039 Balance, September 30, 2015 126,240,542 $ 72,442,707 (b) Stock Based Compensation The Company’s stock-based compensation program (the "Plan") includes share options in which some options vest based on continuous service, while others vest based on performance conditions such as profitability and sales goals. For those equity awards that vest based on continuous service, compensation expense is recorded over the service period from the date of grant. For performance-based awards, compensation expense is recorded over the remaining service period when the Company determines that achievement is probable. During the three and nine month periods ended September 30, 2015, there were nil and 3,775,520 options, respectively, granted to officers, employees and consultants of the Company (2014 – 500,000 and 1,827,985, respectively). The exercise price of 2,925,520 of these options is $0.62, vesting quarterly one-eighth over two years on each of March 31, June 30, September 30 and December 31, in 2016 and 2017. Of these options 864,000 are time-based, while the remaining 2,911,520 are based upon achieving certain financial objectives. Since stock-based compensation is recognized only for those awards that are ultimately expected to vest, the Company has applied an estimated forfeiture rate (based on historical experience and projected employee turnover) to unvested awards for the purpose of calculating compensation expense. The grant date fair value of these options was estimated as $0.51 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 121%; expected risk free interest rate of 0.61%; and expected term of 5 years. During the nine month period ended September 30, 2015, 200,000 options were granted with an exercise price of $0.62 and will fully vest on January 4, 2016 (Note 13). The grant date fair value of these options was estimated as $0.43 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 121%; expected risk free interest rate of 0.87%; and expected term of 5 years. In addition, 600,000 options were granted based on achieving certain financial objectives, with an exercise price of $0.99 and will vest quarterly over three years on each of March 31, June 30, September 30 and December 31, in 2016, 2017 and 2018. The grant date fair value of these options was estimated as $0.75 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 122%; expected risk free interest rate of 1.07%; and expected term of 5 years. The remaining 50,000 options were granted with an exercise price of $0.62, with one quarter vesting over one year on each of April 29, July 29, October 29 in 2015 and January 29, 2016. The grant date fair value of these options was estimated as $0.52 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 122%; expected risk free interest rate of 0.87%; and expected term of 5 years. For the three and nine month periods ended September 30, 2015, the Company recorded $214,299 and $1,244,987, respectively (2014 – $142,915 and $359,992, respectively) as additional paid in capital for options issued to directors, officers, employees and consultants based on continuous service. Included in this amount is ($53,446) and $550,858 for options issued to consultants for services for the three and nine month periods ended September 30, 2015, respectively (Note 13). This expense was recorded as selling, general and administrative expense on the condensed interim consolidated statements of operations, comprehensive loss and deficit. Due to termination of employment and non-achievement of performance-based awards, 172,085 options were removed from the number of options issued during the nine month period ended September 30, 2015 (year ended December 31, 2014 – 817,830). The activities in additional paid in-capital options are as follows: Amount Balance, December 31, 2014 $ 2,713,605 Expense recognized for options issued to employees 176,560 Expense recognized for options issued to consultants 171,759 Balance, March 31, 2015 3,061,924 Options exercised (6,840 ) Expense recognized for options issued to employees 224,207 Expense recognized for options issued to consultants 458,162 Balance, June 30, 2015 3,737,453 Options exercised (10,083 ) Expense recognized for options issued to employees 267,745 Expense (recovery) recognized for options issued to consultants (53,446 ) Balance, September 30, 2015 $ 3,941,669 The total number of options outstanding as at September 30, 2015 was 8,407,325 (December 31, 2014 – 4,834,991). (c) Warrants As at September 30, 2015, the following warrants were outstanding: Warrant Liability Expiration Date Number of Warrants Weighted Average Exercise Price Fair Value at September 30, 2015 Fair Value at December 31, 2014 May 11, 2017 750,000 US$0.43 ($0.58) $ 482,184 $ 227,090 February 27, 2015 - US$0.50 ($0.67) $ - $ 184,999 February 27, 2018 2,968,750 US$0.60 ($0.80) $ 1,880,810 $ 1,310,414 March 5, 2015 - US$0.50 ($0.67) $ - $ 56,691 March 5, 2018 843,750 US$0.60 ($0.80) $ 534,546 $ 372,123 March 11, 2015 - US$0.50 ($0.67) $ - $ 17,547 March 11, 2018 306,250 US$0.60 ($0.80) $ 194,841 $ 102,089 August 8, 2018 755,794 US$0.5954 ($0.7975) $ 612,418 $ 334,060 September 20, 2018 108,696 US$0.55 ($0.74) $ 75,705 $ 36,442 February 4, 2021 347,222 US$0.4320 ($0.5786) $ 328,804 $ 160,319 October 1, 2019 740,000 US$0.70 ($0.94) $ 535,224 $ 306,106 6,820,462 US$0.58 ($0.78) $ 4,644,532 $ 3,107,880 ASC 815 "Derivatives and Hedging" indicates that warrants with exercise prices denominated in a currency other than an entity’s functional currency should not be classified as equity. As a result, these warrants have been treated as derivatives and recorded as liabilities carried at their fair value, with period-to-period changes in the fair value recorded as a gain or loss in the condensed interim consolidated statements of operations, comprehensive income (loss) and deficit. The Company treated the compensation warrants as a liability upon their issuance. The warrant liability is classified as Level 3 within the fair value hierarchy (see Note 17(b)). As at September 30, 2015, the fair value of the aggregate warrant liability of $4,644,532 (December 31, 2014 - $3,107,880) was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: expected dividend yield of 0% (December 31, 2014 – 0%) expected volatility of 93% (December 31, 2014 – 88%) risk-free interest rate of 0.86% (December 31, 2014 – 1.22%) and expected term of 2.93 years (December 31, 2014 – 2.18 years). Warrants – Equity Expiration Date Number of Warrants Weighted Average Exercise Price Grant Date Fair Value at September 30, 2015 July 15, 2016 16,505,778 $ 0.90 $ 3,972,864 July 15, 2016 1,154,281 $ 0.70 $ 429,787 July 15, 2016 423,424 $ 0.90 $ 133,726 May 21, 2017 456,529 $ 0.92 $ 205,438 18,540,012 $ 0.89 $ 4,741,815 During the nine month period ended September 30, 2015, the Company issued 1,031,422 underlying warrants with an exercise price of $0.90, upon the exercise of 2,062,844 broker compensation options. The weighted average fair value of these warrants was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: expected dividend yield of 0%, expected volatility of 84%, risk-free interest rate of 0.47%, and expected term of 1.13 years. In connection with the private placement completed during the nine month period ended September 30, 2015, the Company issued 456,529 non-transferable broker warrants, each exercisable into a common share of the Company, at an exercise price of $0.92 exercisable at any time on or prior to May 21, 2017. The fair value of the broker warrants at the date of grant was $205,438 and was estimated using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 92%; risk free interest rate of 0.67%; and expected term of 2 years. |
9. Earnings (Loss) Per Share
9. Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
9. Earnings (Loss) Per Share | The treasury stock method assumes that proceeds received upon the exercise of all warrants and options outstanding in the period is used to repurchase the Company’s shares at the average share price during the period. The diluted earnings (loss) per share is not computed when the effect of such calculation is anti-dilutive. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common shares equivalents because their inclusion would be anti-dilutive. Potentially dilutive securities, which were not included in diluted weighted average shares for the nine month periods ended September 30, 2015 and 2014, consisted of outstanding common share options (8,407,325 and 5,639,070, respectively), outstanding warrant grants (25,360,474 and 38,679,212, respectively) and convertible debentures (2,824,858 and nil, respectively). The following table sets forth the computation of earnings (loss) per share: For the Three Month Period Ended September 30 For the Nine Month Period Ended September 30 Numerator: 2015 2014 2015 2014 Net income (loss) available to common shareholders $ 1,579,372 $ 3,041,875 $ (12,426,949 ) $ (4,647,145 ) Denominator: Weighted average number of common shares 109,576,434 87,948,738 108,713,903 64,283,839 Effect of dilutive common shares 15,311,466 443,589 - - Diluted weighted average number of common shares outstanding 124,887,901 88,392,327 108,713,903 64,283,839 Earnings (loss) per share – basic and diluted $ 0.01 $ 0.01 $ (0.11 ) $ (0.07 ) |
10. Statement of Cash Flows
10. Statement of Cash Flows | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
10. Statement of Cash Flows | Changes in non-cash balances related to operations are as follows: For the Nine Months Ended September 30 2015 2014 Accounts receivable $ (3,125,159 ) $ (1,331,069 ) Inventories (638,791 ) 187,625 Prepaid expenses and other receivables 134,456 (66,575 ) Taxes recoverable (106,233 ) 604,310 Accounts payable and accrued liabilities (131,503 ) (130,876 ) $ (3,867,230 ) $ (736,585 ) Included in accounts payable and accrued liabilities at the end of the nine month period ended September 30, 2015, is an amount related to patents and licenses of $1,222 (December 31, 2014 - $31,655) and an amount related to license fees of $186,663 (€125,000) (December 31, 2014 - $nil). During the nine month period ended September 30, 2015, there was $1,787,321 (2014 - $803,396) in interest paid and $nil in taxes paid (2014 – $nil). During the nine month period ended September 30, 2015, the Company issued 3,723,008 common shares in connection with the acquisition of MFI, valued at $5,000,000. (See Note 2) During the nine month period ended September 30, 2015, there was $402,841 (2014 - $82,301) of non-cash debt issuance costs (see Note 7) expensed as amortization of assets. During the nine month period ended September 30, 2015, 1,031,422 warrants were issued and valued at $327,008 upon the exercise of 2,062,844 broker compensation options. During the nine month period ended September 30, 2015, broker warrants were issued and valued at $205,438 in regards to the private placement that was completed in May 2015 (Note 8(a)). |
11. Contingencies and Commitmen
11. Contingencies and Commitments | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
11. Contingencies and Commitments | The Company has royalty, licensing and manufacturing agreements that have remained in effect for the Company during the quarter. In addition, there were no material changes to the lease agreements during the period. (a) License Agreements On December 1, 2011, the Company acquired 100% of the outstanding shares of Tribute Pharmaceuticals Canada Ltd. and Tribute Pharma Canada Inc. Included in this transaction were the following license agreements: On June 30, 2008, Tribute signed a Sales, Marketing and Distribution Agreement with Actavis Group PTC ehf (“Actavis”) to perform certain sales, marketing, distribution, finance and other general management services in Canada in connection with the importation, marketing, sales and distribution of Bezalip® SR and Soriatane® (the “Actavis Products”). On January 1, 2010, a first amendment was signed with Actavis to grant the Company the right and obligation to more actively market and promote the Actavis Products in Canada. On March 31, 2011, a second amendment was signed with Actavis that extended the term of the agreement, modified the terms of the agreement and increased the Company’s responsibilities to include the day-to-day management of regulatory affairs, pharmacovigilance and medical information relating to the Actavis Products. The Company pays Actavis a sales and distribution fee up to an annual base-line net sales forecast plus an incremental fee for incremental net sales above the base-line. On May 4, 2011, the Company signed a Product Development and Profit Share Agreement with Actavis to develop, obtain regulatory approval of and market Bezalip SR in the U.S. The Company is required to pay US$5,000,000 ($6,697,000) to Actavis within 30 days of receipt of the regulatory approval to market Bezalip SR in the U.S. On November 9, 2010, the Company signed a license agreement with Nautilus Neurosciences, Inc. (“Nautilus”) for the exclusive rights to develop, register, promote, manufacture, use, market, distribute and sell Cambia® in Canada. On August 11, 2011, the Company and Nautilus executed the first amendment to the license agreement and on September 30, 2012 executed the second amendment to the license agreement. Aggregate payments of US$1,000,000 ($1,005,820) were issued under this agreement, which included an upfront payment to Nautilus upon the execution of the agreement and an amount payable upon the first commercial sale of the product. These payments have been included in intangible assets and will be amortized over the life of the license agreement, as amended. Up to US$6,000,000 ($8,036,400) in additional one-time performance based sales milestones, based on a maximum of six different sales tiers, are payable over time, due upon achieving annual net sales ranging from US$2,500,000 ($3,348,500) to US$20,000,000 ($26,788,000) in the first year of the achievement of the applicable milestone. Royalty rates are tiered and payable at rates ranging from 22.5% to 25.0% of net sales. On December 30, 2011, the Company signed a license agreement with Apricus Bioscience, Inc. to commercialize MycoVa in Canada. As of September 30, 2015, this product has not been filed with Health Canada and to-date no upfront payments have been paid. Within 10 days of execution of a manufacturing agreement, the Company shall pay an up-front license fee of $200,000. Upon Health Canada approval of MycoVa, the Company shall pay $400,000. Sales milestones payments of $250,000 each are based on the achievement of aggregate net sales in increments of $5,000,000. Royalties are payable at rates ranging from 20% to 25% of net sales. On May 13, 2014, the Company entered into an exclusive license and supply agreement with Faes Farma, S.A. (“Faes”), a Spanish pharmaceutical company, for the exclusive right to sell bilastine, a product for the treatment of allergic rhinitis and chronic idiopathic urticaria (hives) in Canada. The exclusive license is inclusive of prescription and non-prescription rights for bilastine, as well as adult and paediatric presentations in Canada. Sales of bilastine are subject to receiving regulatory approval from Health Canada. Payment for the licensing rights is based on an initial fee of €250,000 ($368,337), these payments have been included in intangible assets and will be amortized over the life of the license agreement. Any remaining milestone payments based on the achievement of specific events, including regulatory and sales milestones of up to $3,692,714 (€1,466,600 ($2,192,714) and $1,500,000) are payable over time, beginning with an approval for bilastine from Health Canada. Thereafter, milestones are payable upon attainment of cumulative net sales targets, up to net sales of $60,000,000. The license agreement is also subject to certain minimum purchase obligations upon regulatory approval and commercial sales of product. On May 21, 2015, Tribute Pharmaceuticals International Inc. (a wholly owned subsidiary of Tribute) acquired the U.S. rights to Fibricor® and its related authorized generic from a wholly owned step-down subsidiary of Sun Pharmaceutical Industries Ltd. Financial terms of the deal include the payment of US$10,000,000 ($13,394,000) as follows: US$5,000,000 ($6,100,500) was paid on closing, US$2,000,000 ($2,678,800) is due on November 18, 2015, and US$3,000,000 ($4,018,200) is due on May 21, 2016. An aggregate of US$4,500,000 ($6,027,300) in one-time milestone payments are due upon the attainment of certain annual net sales targets, ranging from US$15,000,000 ($20,091,000) to US$50,000,000 ($66,970,000). Pursuant to the MFI Acquisition the following license and supply agreements have been acquired by the Company. MFI has supply agreements with various vendors that include purchase minimums. Pursuant to these agreements, the Company is required to purchase a total of up to $9,083,000 of products from these vendors during the following years ended December 31: 2015 $ 3,056,000 2016 $ 754,000 2017 $ 773,000 2018 $ 790,000 2019 and thereafter $ 3,710,000 $ 9,083,000 On November 26, 2008, MFI entered into an exclusive license and supply agreement with Norgine B.V. (“Norgine”), a Dutch pharmaceutical company, for the exclusive right to sell Moviprep in Canada. Payment for the licensing rights of $250,000 have been included in intangible assets and will be amortized over the life of the license agreement. Any remaining milestone payments based on the achievement of specific events, including regulatory and sales milestones are payable over time. Milestones are payable upon attainment of cumulative net sales targets. On September 22, 2011, MFI entered into an exclusive distribution and supply agreement with Cipher Pharmaceuticals Inc. a Canadian pharmaceutical company, for the exclusive right to sell Durela in Canada. Payments for the licensing rights of $300,000 have been included in intangible assets and will be amortized over the life of the license agreement. Any remaining milestone payments based on the achievement of specific events, including regulatory and sales milestones payable over time. Milestone payments are payable upon attainment of cumulative net sales targets. Upon the receipt of regulatory approval for MFI’s two pipeline products (or upon the occurrence of a change of control of the Company), the vendors will receive a payment of $1,250,000 per product. (b) Executive Termination Agreements The Company currently has employment agreements with the provision of termination and change of control benefits with officers and executives of the Company. The agreements for the officers and executives provide that in the event that any of their employment is terminated during the term (i) by the Company for any reason other than just cause or death; (ii) by the Company because of disability; (iii) by the officer or executive for good reason; or (iv) following a change of control, the officers and executives may be entitled to an aggregate amount of $2,765,885 as of September 30, 2015 (December 31, 2014 - $247,200) or if a change of control occurs, a lump sum payment of up to an aggregate amount of $4,729,167 (based on current base salaries) (December 31, 2014 - $2,072,200). |
12. Significant Customers
12. Significant Customers | 9 Months Ended |
Sep. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
12. Significant Customers | During the three month period ended September 30, 2015, the Company had four significant wholesale customers (2014 – three) that represented 76.2% (2014 – 68.7%) of product sales. During the nine month period ended September 30, 2015, the Company had four (2014 –three) significant wholesale customers that represented 75.2% (2014 – 67.4%) of product sales. The Company believes that its relationship with these customers is satisfactory. |
13. Related Party Transactions
13. Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
13. Related Party Transactions | During the nine month period ended September 30, 2015 the Company granted 200,000 (2014 - 200,000) share options to LMT Financial Inc. a company beneficially owned by a director and former interim officer of the Company, and his spouse for consulting services. For the three and nine month periods ended September 30, 2015, the Company recorded a recovery of $26,718 and an expense of $122,214, respectively (2014 - $20,444 and $56,889, respectively) as a non-cash expense. These amounts have been recorded as selling, general and administrative expense in the condensed interim consolidated statements of operations, comprehensive loss and deficit. |
14. Income Taxes
14. Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
14. Income Taxes | The Company has no taxable income under Canadian Federal and Provincial tax laws for the three and nine month periods ended September 30, 2015 and 2014. The Company has non-capital loss carry-forwards at September 30, 2015 totaling approximately $18,107,900, which may be offset against future taxable income. If not utilized, the loss carry-forwards will expire between 2015 and 2035. The cumulative carry-forward pool of SR&ED expenditures as at June 30, 2015, that may be offset against future taxable income, with no expiry date, is $1,798,300. The non-refundable portion of the tax credits as at September 30, 2015 was $341,300. |
15. Segmented Information
15. Segmented Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
15. Segmented Information | The Company is a specialty pharmaceutical company with a primary focus on the acquisition, licensing, development and promotion of healthcare products in Canada and the U.S. The Company targets several therapeutic areas in Canada and the U.S., but has a particular interest in products for the treatment of pain, dermatology and endocrinology/cardiology. The Company also sells Uracyst® and NeoVisc® internationally through a number of strategic partnerships. Currently, all of the Company’s manufacturing assets are located in Canada. All direct sales take place in Canada and the U.S. Licensing arrangements have been obtained to distribute and sell the Company’s products in various countries around the world. Revenue for the three and nine month periods ended September 30, 2015 and 2014 includes products sold in Canada and international sales of products through licensing agreements. Revenue earned is as follows: For the Three Month Period Ended September 30 For the Nine Month Period Ended September 30 2015 2014 2015 2014 Product sales: Domestic sales $ 7,740,306 $ 3,363,814 $ 18,298,678 $ 10,040,314 International sales 1,265,194 496,152 2,705,543 1,318,002 Other revenue 2,350 8,950 25,410 27,025 Total $ 9,007,850 $ 3,868,916 $ 21,029,631 $ 11,385,343 Royalty revenues $ - $ - $ - $ 18,414 Total revenues $ 9,007,850 $ 3,868,916 $ 21,029,631 $ 11,403,755 The Company currently sells its own products and is in-licensing other products in Canada. In addition, revenues include products which the Company out-licenses throughout most countries in Europe, the Caribbean, Austria, Germany, Italy, Lebanon, Kuwait, Malaysia, Portugal, Romania, Spain, South Korea, Turkey, Egypt, Hong Kong and the United Arab Emirates. The operations reflected in the condensed interim statements of operations, comprehensive loss and deficit includes the Company’s activity in these markets. |
16. Foreign Currency Gain (Loss
16. Foreign Currency Gain (Loss) | 9 Months Ended |
Sep. 30, 2015 | |
Foreign Currency [Abstract] | |
16. Foreign Currency Gain (Loss) | The Company enters into foreign currency transactions in the normal course of business. Expenses incurred in currencies other than Canadian dollars are therefore subject to gains or losses due to fluctuations in these currencies. As at September 30, 2015, the Company held cash of $9,146,558 (US$6,826,357 and €2,231) in denominations other than in Canadian dollars (December 31, 2014 - $1,319,013 (US$1,135,304 and €1,387)); had accounts receivables of $2,462,941 (US$1,536,389 and €270,953) denominated in foreign currencies (December 31, 2014 - $319,764 (US$67,125 and €172,313); had accounts payable and accrued liabilities of $7,340,652 (US$5,333,475 and €131,760) denominated in foreign currencies (December 31, 2014 – $32,857 (US$26,125 and €1,816)); warrant liability of $4,644,532 (US$3,467,621) (December 31, 2014 - $3,107,880 (US$2,682,994)); and long term debt of $17,788,976 (US$13,281,302) (December 31, 2014 - $16,241,400 (US$14,000,000)). For the three and nine month period ended September 30, 2015, the Company had a foreign currency gain loss of $354,586 and $500,047, respectively (2014 – a gain (loss) of $228,065 and $238,572, respectively). These amounts have been included in selling, general and administrative expenses in the condensed interim consolidated statements of operations, comprehensive loss and deficit. |
17. Financial Instruments
17. Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Investments, All Other Investments [Abstract] | |
17. Financial Instruments | (a) Financial assets and liabilities – fair values The carrying amounts of cash and cash equivalents, accounts receivable, certain other current assets, accounts payables and accrued liabilities, amounts payable and contingent consideration, promissory convertible note and debentures are a reasonable estimate of their fair values because of the short maturity of these instruments. 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: Level 1: quoted prices in active markets for identical assets or liabilities. Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly. Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. Cash equivalents and other current asset/liabilities are classified as Level 2 financial instruments within the fair value hierarchy. (b) Derivative liability – warrant liability In connection with various financing arrangements, the Company has issued warrants to purchase up to 6,820,462 common shares of the Company as disclosed in Note 8c. The warrants have a weighted average exercise price of US$0.58 ($0.78). 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. The table below summarizes the fair value of the Company’s financial liabilities measured at fair value: Fair Value at Fair Value Measurement Using September 30, 2015 Level 1 Level 2 Level 3 Derivative liability - Warrants $ 4,644,532 $ - $ - $ 4,644,532 Fair Value at Fair Value Measurement Using December 31, 2014 Level 1 Level 2 Level 3 Derivative liability - Warrants $ 3,107,880 $ - $ - $ 3,107,880 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 September 30, 2015 and December 31, 2014: Nine Months Ended September 30, 2015 Year Ended December 31, 2014 Balance at beginning of period $ 3,107,880 $ 2,966,714 Additions (deletions) to derivative instruments (2,457,907 ) 424,471 Change in fair market value, recognized in earnings as Change in warrant liability 3,994,559 (283,305 ) Balance end of period $ 4,644,532 $ 3,107,880 The following is quantitative information about significant unobservable inputs (Level 3) for the Company as of September 30, 2015. Liability Category Fair Value Valuation Technique Unobservable Input Input Value Warrant Liability $ 4,644,532 Black-Scholes valuation model Volatility 93 % The following represents the impact on fair value measurements to changes in unobservable inputs: Unobservable Inputs Increase in Inputs Impact on Valuation Decreases in Inputs Impact on Valuation Volatility Increase Decrease 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 September 30, 2015 and December 31, 2014. The following are the key weighted average assumptions used in connection with this computation: Nine Months Ended September 30, 2015 Year Ended December 31, 2014 Number of shares underlying the warrants 6,820,462 14,754,587 Fair market value of the common share US$0.47 ($0.63) US$0.18 ($0.21) Exercise price US$0.58 ($0.78) US$0.55 ($0.64) Expected volatility 93 % 88 % Risk-free interest rate 0.86 % 1.22 % Expected dividend yield 0 % 0 % Expected warrant life (years) 2.93 2.18 (c) Liquidity risk The Company generates sufficient cash from operating and financing activities to fund its operations and fulfill its obligations as they become due. 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 September 30, 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. 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 common shares 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. (d) Concentration of credit risk and major customers The Company considers its maximum credit risk to be $7,044,204 (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. 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 12 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. As at September 30, 2015, the Company had three customers which made up 68.4% of the outstanding accounts receivable in comparison to two customers which made up 65.7% at December 31, 2014. As at September 30, 2015, 36.2% (December 31, 2014 – 12.2%) of the outstanding accounts receivable was related to product sales related to two wholesale account (December 31, 2014 – one wholesale account 24.3%) and 32.1% was related to an amount owing related to international product sales (December 31, 2014 - 41.4%). (e) Foreign exchange risk 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 September 30, 2015, a 5% change in the foreign exchange rate would increase/decrease the long term debt balance by $630,200 and would increase/decrease both interest expense and net loss by approximately $99,500 for the nine month period ended September 30, 2015. As at September 30, 2015, a 5% change in the foreign exchange rate would increase/decrease the warrant liability balance by $232,200 and would increase/decrease both changes in warrant liability and net loss by $232,200 for the nine month period ended September 30, 2015. As at September 30, 2015, a 5% change in the foreign exchange rate would increase/decrease the accounts payable and accrued liabilities balance by $367,033 and would increase/decrease net loss by $367,033 for the nine month period ended September 30, 2015. (f) Interest rate risk The Company is exposed to interest rate fluctuations on its cash and cash equivalents as well as its long term debt. At September 30, 2015, the Company had an outstanding long term debt balance of US$13,281,302 ($17,788,976), 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 nine month period ended September 30, 2015, a 1% increase in interest rates would increase interest expense and net loss by approximately $126,900. 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. |
18. Derivative Financial Instru
18. Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Financial Instruments | |
18. Derivative Financial Instruments | The Company enters into foreign currency contracts with financial institutions to reduce the risk that its cash flows and earnings will be adversely affected by foreign currency exchange rate fluctuations. In accordance with the Company’s current foreign exchange rate risk management policy, this program is not designated for trading or speculative purposes. The Company recognizes derivative instruments as either assets or liabilities in the accompanying balance sheets at fair value. During the nine month period ended September 30, 2015, the Company entered into foreign currency call options designated as cash flow hedges to hedge certain forecasted expenses related to its payment obligation denominated in EURO currency. The notional principal of the foreign currency call option to purchase €500,000 was $724,700 at October 23, 2015. The Company initially reports any gain or loss on the effective portion of the cash flow hedge as a component of other comprehensive income and subsequently reclassifies to the statements of operations when the hedged transaction occurs. Valuation techniques used to measure fair value are intended to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company has determined the foreign currency call option to be Level 2. The fair value of the foreign currency call option at September 30, 2015 was a gain of $19,400 (December 31, 2014 – $nil), and is reported in other current asset/liability in the accompanying balance sheets. During the nine month period ended September 30, 2015, the Company settled a foreign exchange contract for a gain of $136,150 (2014 - recognized a loss of $180,913). At September 30, 2015 and December 31, 2014, the notional principal and fair value of the Company’s outstanding foreign currency derivative financial instruments were as follows: September 30, 2015 December 31, 2014 Notional Principal Fair Value Notional Principal Fair Value Foreign currency sold – call options EUR $ 500,000 $ 19,400 USD $ - $ - The notional principal amounts provide one measure of the transaction volume outstanding as of September 30, 2015 and December 31, 2014, and do not represent the amount of the Company’s exposure to market loss. The estimates of fair value are based on applicable and commonly used pricing models using prevailing financial market information as of September 30, 2015 and December 31, 2014. The amounts ultimately realized upon settlement of these financial instruments, together with the gains and losses on the underlying exposures, will depend on actual market conditions during the remaining life of the instruments. |
1. Basis of Presentation (Polic
1. Basis of Presentation (Policy) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Estimates | a) Estimates The preparation of these consolidated financial statements has required management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of the revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to provision for doubtful accounts, accrued liabilities, income taxes, share based compensation, revenue recognition, intangible assets, goodwill and derivative financial instruments. The Company bases its estimates on historical experiences and on various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. As adjustments become necessary, they are reported in earnings in the period in which they become known. |
2. Acquisitions (Tables)
2. Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Acquisitions Tables | |
Pro forma adjustments | For the Three Month Period Ended September 30 For the Nine Month Period Ended September 30 2015 2014 2015 2014 Net revenues $ 9,007,850 $ 8,358,002 $ 25,302,649 $ 24,309,618 Net income (loss) $ 1,579,372 $ 4,869,262 $ (12,294,605 ) $ 327,042 Earnings (loss) per share - Basic and diluted $ 0.01 $ 0.06 $ (0.11 ) $ 0.01 |
3. Inventories (Tables)
3. Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | September 30, 2015 December 31, 2014 Raw materials $ 664,673 $ 290,197 Finished goods 1,922,009 399,830 Packaging materials 114,617 70,870 Work in process 534,232 276,490 $ 3,235,531 $ 1,037,387 |
4. Prepaid Expenses and Other27
4. Prepaid Expenses and Other Receivables (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Receivables | September 30, 2015 December 31, 2014 Prepaid operating expenses $ 299,334 $ 180,304 Deposits 10,174 - Interest receivable on loan receivables 6,975 6,975 $ 316,483 $ 187,279 |
5. Property, Plant and Equipm28
5. Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | September 30, 2015 Cost Accumulated Amortization Net Carrying Amount Land $ 90,000 $ - $ 90,000 Building 618,254 323,982 294,272 Leasehold improvements 303,703 6,216 297,487 Office equipment 97,848 55,658 42,190 Manufacturing equipment 1,103,525 635,646 467,879 Warehouse equipment 17,085 17,085 - Packaging equipment 111,270 71,590 39,680 Computer equipment 159,180 115,278 43,902 $ 2,500,865 $ 1,225,455 $ 1,275,410 December 31, 2014 Cost Accumulated Amortization Net Carrying Amount Land $ 90,000 $ - $ 90,000 Building 618,254 300,798 317,456 Leasehold improvements 10,359 4,662 5,697 Office equipment 61,308 52,124 9,184 Manufacturing equipment 1,103,525 602,667 500,858 Warehouse equipment 17,085 17,085 - Packaging equipment 111,270 62,744 48,526 Computer equipment 142,873 102,309 40,564 $ 2,154,674 $ 1,142,389 $ 1,012,285 |
6. Intangible Assets and Good29
6. Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Intangible Assets And Goodwill Tables | |
Schedule of Intangible Assets | September 30, 2015 Cost Accumulated Amortization Net Carrying Amount Patents $ 447,952 $ 80,686 $ 367,266 Licensing asset 1,005,820 232,112 773,708 Licensing agreements 51,535,428 4,288,026 47,247,402 Product rights 32,000,000 1,280,000 30,720,000 $ 84,989,200 $ 5,880,824 $ 79,108,376 December 31, 2014 Cost Accumulated Amortization Net Carrying Amount Patents $ 351,754 $ 53,242 $ 298,512 Licensing asset 1,005,820 174,084 831,736 Licensing agreements 10,377,325 2,345,049 8,032,276 Product rights 32,117,521 321,175 31,796,346 $ 43,852,420 $ 2,893,550 $ 40,958,870 |
Amortization expense of intangible assets | Goodwill Amount Balance at December 31, 2014 $ 3,599,077 MFI acquisition (Note 2) 3,203,526 Balance at September 30, 2015 $ 6,802,603 |
7. Long Term Debt and Debt Is30
7. Long Term Debt and Debt Issuance Costs (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of payments for Long-term Debt | Principal Payments Interest Payments 2015 US$237,382 ($317,950) US$458,205 ($613,720) 2016 US$1,428,619 ($1,913,492) US$1,730,297 ($2,317,560) 2017 US$1,637,221 ($2,192,894) US$1,519,374 ($2,035,050) 2018 US$9,978,081 ($13,364,641) US$1,469,090 ($1,967,699) |
8. Capital Stock (Tables)
8. Capital Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Common Stock Outstanding | Common Shares Number of Shares Amount Balance, December 31, 2014 94,476,238 $ 41,182,630 Warrants exercised 12,280,659 9,257,882 Warrants exercised - valuation - 3,650,306 Common shares issued in acquisition (Note 2) 3,723,008 5,000,000 Common shares issued in private placement 13,043,695 12,000,199 Share issuance costs - (1,298,785 ) Share options exercised 46,101 38,070 Broker compensation options exercised 2,062,844 1,304,169 Broker warrants exercised – underlying warrants 607,997 547,197 Fair value of broker warrants exercised - 761,039 Balance, September 30, 2015 126,240,542 $ 72,442,707 |
Schedule of Paid-in Capital Options | Amount Balance, December 31, 2014 $ 2,713,605 Expense recognized for options issued to employees 176,560 Expense recognized for options issued to consultants 171,759 Balance, March 31, 2015 3,061,924 Options exercised (6,840 ) Expense recognized for options issued to employees 224,207 Expense recognized for options issued to consultants 458,162 Balance, June 30, 2015 3,737,453 Options exercised (10,083 ) Expense recognized for options issued to employees 267,745 Expense (recovery) recognized for options issued to consultants (53,446 ) Balance, September 30, 2015 $ 3,941,669 |
Schedule of Warrant Liability | Expiration Date Number of Warrants Weighted Average Exercise Price Fair Value at September 30, 2015 Fair Value at December 31, 2014 May 11, 2017 750,000 US$0.43 ($0.58) $ 482,184 $ 227,090 February 27, 2015 - US$0.50 ($0.67) $ - $ 184,999 February 27, 2018 2,968,750 US$0.60 ($0.80) $ 1,880,810 $ 1,310,414 March 5, 2015 - US$0.50 ($0.67) $ - $ 56,691 March 5, 2018 843,750 US$0.60 ($0.80) $ 534,546 $ 372,123 March 11, 2015 - US$0.50 ($0.67) $ - $ 17,547 March 11, 2018 306,250 US$0.60 ($0.80) $ 194,841 $ 102,089 August 8, 2018 755,794 US$0.5954 ($0.7975) $ 612,418 $ 334,060 September 20, 2018 108,696 US$0.55 ($0.74) $ 75,705 $ 36,442 February 4, 2021 347,222 US$0.4320 ($0.5786) $ 328,804 $ 160,319 October 1, 2019 740,000 US$0.70 ($0.94) $ 535,224 $ 306,106 6,820,462 US$0.58 ($0.78) $ 4,644,532 $ 3,107,880 |
Schedule of Warrants - Equity | Expiration Date Number of Warrants Weighted Average Exercise Price Grant Date Fair Value at September 30, 2015 July 15, 2016 16,505,778 $ 0.90 $ 3,972,864 July 15, 2016 1,154,281 $ 0.70 $ 429,787 July 15, 2016 423,424 $ 0.90 $ 133,726 May 21, 2017 456,529 $ 0.92 $ 205,438 18,540,012 $ 0.89 $ 4,741,815 |
9. Earnings (Loss) Per Share (T
9. Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of earnings (loss) per share | For the Three Month Period Ended September 30 For the Nine Month Period Ended September 30 Numerator: 2015 2014 2015 2014 Net income (loss) available to common shareholders $ 1,579,372 $ 3,041,875 $ (12,426,949 ) $ (4,647,145 ) Denominator: Weighted average number of common shares 109,576,434 87,948,738 108,713,903 64,283,839 Effect of dilutive common shares 15,311,466 443,589 - - Diluted weighted average number of common shares outstanding 124,887,901 88,392,327 108,713,903 64,283,839 Earnings (loss) per share – basic and diluted $ 0.01 $ 0.01 $ (0.11 ) $ (0.07 ) |
10. Statement of Cash Flows (Ta
10. Statement of Cash Flows (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Changes in non-cash balances related to operations | For the Nine Months Ended September 30 2015 2014 Accounts receivable $ (3,125,159 ) $ (1,331,069 ) Inventories (638,791 ) 187,625 Prepaid expenses and other receivables 134,456 (66,575 ) Taxes recoverable (106,233 ) 604,310 Accounts payable and accrued liabilities (131,503 ) (130,876 ) $ (3,867,230 ) $ (736,585 ) |
11. Contingencies and Commitm34
11. Contingencies and Commitments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Contingencies And Commitments Tables | |
Schedule of purchase commitments | 2015 $ 3,056,000 2016 $ 754,000 2017 $ 773,000 2018 $ 790,000 2019 and thereafter $ 3,710,000 $ 9,083,000 |
15. Segmented Information (Tabl
15. Segmented Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | For the Three Month Period Ended September 30 For the Nine Month Period Ended September 30 2015 2014 2015 2014 Product sales: Domestic sales $ 7,740,306 $ 3,363,814 $ 18,298,678 $ 10,040,314 International sales 1,265,194 496,152 2,705,543 1,318,002 Other revenue 2,350 8,950 25,410 27,025 Total $ 9,007,850 $ 3,868,916 $ 21,029,631 $ 11,385,343 Royalty revenues $ - $ - $ - $ 18,414 Total revenues $ 9,007,850 $ 3,868,916 $ 21,029,631 $ 11,403,755 |
17. Financial Instruments (Tabl
17. Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Financial Instruments | |
Company's financial liabilities measured at fair value | Fair Value at Fair Value Measurement Using September 30, 2015 Level 1 Level 2 Level 3 Derivative liability - Warrants $ 4,644,532 $ - $ - $ 4,644,532 Fair Value at Fair Value Measurement Using December 31, 2014 Level 1 Level 2 Level 3 Derivative liability - Warrants $ 3,107,880 $ - $ - $ 3,107,880 |
Company's Level 3 financial liabilities | Nine Months Ended September 30, 2015 Year Ended December 31, 2014 Balance at beginning of period $ 3,107,880 $ 2,966,714 Additions (deletions) to derivative instruments (2,457,907 ) 424,471 Change in fair market value, recognized in earnings as Change in warrant liability 3,994,559 (283,305 ) Balance end of period $ 4,644,532 $ 3,107,880 The following is quantitative information about significant unobservable inputs (Level 3) for the Company as of September 30, 2015. Liability Category Fair Value Valuation Technique Unobservable Input Input Value Warrant Liability $ 4,644,532 Black-Scholes valuation model Volatility 93 % The following represents the impact on fair value measurements to changes in unobservable inputs: Unobservable Inputs Increase in Inputs Impact on Valuation Decreases in Inputs Impact on Valuation Volatility Increase Decrease |
Assumptions used in valuation of warrants | Nine Months Ended September 30, 2015 Year Ended December 31, 2014 Number of shares underlying the warrants 6,820,462 14,754,587 Fair market value of the common share US$0.47 ($0.63) US$0.18 ($0.21) Exercise price US$0.58 ($0.78) US$0.55 ($0.64) Expected volatility 93 % 88 % Risk-free interest rate 0.86 % 1.22 % Expected dividend yield 0 % 0 % Expected warrant life (years) 2.93 2.18 |
18. Derivative Financial Inst37
18. Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Financial Instruments Tables | |
Notional principal and fair value of the Company's outstanding foreign currency derivative financial instruments | September 30, 2015 December 31, 2014 Notional Principal Fair Value Notional Principal Fair Value Foreign currency sold – call options EUR $ 500,000 $ 19,400 USD $ - $ - |
2. Acquisitions (Details)
2. Acquisitions (Details) - CAD | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Acquisitions Tables | ||||
Net revenues | CAD 9,007,850 | CAD 8,358,002 | CAD 25,302,649 | CAD 24,309,618 |
Net income (loss) | CAD 1,579,372 | CAD 4,869,262 | CAD (12,294,605) | CAD 327,042 |
Earnings (loss) per share - Basic and diluted | CAD 0.01 | CAD 0.06 | CAD (0.11) | CAD 0.01 |
2. Acquisitions (Details Narrat
2. Acquisitions (Details Narrative) - CAD | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Acquisitions Tables | ||
Acquisition and restructuring costs | CAD 1,156,109 | |
payment issued | CAD 3,345,000 | CAD 3,345,000 |
3. Inventories (Details)
3. Inventories (Details) - CAD | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | CAD 664,673 | CAD 290,197 |
Finished goods | 1,922,009 | 399,830 |
Packaging materials | 114,617 | 70,870 |
Work in process | 534,232 | 276,490 |
Inventories | CAD 3,235,531 | CAD 1,037,387 |
4. Prepaid Expenses and Other41
4. Prepaid Expenses and Other Receivables (Details) - CAD | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid operating expenses | CAD 299,334 | CAD 180,304 |
Deposits | 10,174 | |
Interest receivable on loan receivables | 6,975 | CAD 6,975 |
Prepaid expenses and other receivables | CAD 316,483 | CAD 187,279 |
5. Property, Plant and Equipm42
5. Property, Plant and Equipment (Details) - CAD | Sep. 30, 2015 | Dec. 31, 2014 |
Cost | CAD 2,500,865 | CAD 2,154,674 |
Accumulated Amortization | 1,225,455 | 1,142,389 |
Net Carrying Amount | 1,275,410 | 1,012,285 |
Land | ||
Cost | CAD 90,000 | CAD 90,000 |
Accumulated Amortization | ||
Net Carrying Amount | CAD 90,000 | CAD 90,000 |
Building | ||
Cost | 618,254 | 618,254 |
Accumulated Amortization | 323,982 | 300,798 |
Net Carrying Amount | 294,272 | 317,456 |
Leasehold Improvements | ||
Cost | 303,703 | 10,359 |
Accumulated Amortization | 6,216 | 4,662 |
Net Carrying Amount | 297,487 | 5,697 |
Office Equipment | ||
Cost | 97,848 | 61,308 |
Accumulated Amortization | 55,658 | 52,124 |
Net Carrying Amount | 42,190 | 9,184 |
Manufacturing equipment | ||
Cost | 1,103,525 | 1,103,525 |
Accumulated Amortization | 635,646 | 602,667 |
Net Carrying Amount | 467,879 | 500,858 |
Warehouse equipment | ||
Cost | 17,085 | 17,085 |
Accumulated Amortization | CAD 17,085 | CAD 17,085 |
Net Carrying Amount | ||
Packaging equipment | ||
Cost | CAD 111,270 | CAD 111,270 |
Accumulated Amortization | 71,590 | 62,744 |
Net Carrying Amount | 39,680 | 48,526 |
Computer equipment | ||
Cost | 159,180 | 142,873 |
Accumulated Amortization | 115,278 | 102,309 |
Net Carrying Amount | CAD 43,902 | CAD 40,564 |
6. Intangible Assets and Good43
6. Intangible Assets and Goodwill (Details) - CAD | Sep. 30, 2015 | Dec. 31, 2014 |
Cost | CAD 84,989,200 | CAD 43,852,420 |
Accumulated Amortization | 5,880,824 | 2,893,550 |
Net Carrying Amount | 79,108,376 | 40,958,870 |
Patents | ||
Cost | 447,952 | 351,754 |
Accumulated Amortization | 80,686 | 53,242 |
Net Carrying Amount | 367,266 | 298,512 |
Licensing asset | ||
Cost | 1,005,820 | 1,005,820 |
Accumulated Amortization | 232,112 | 174,084 |
Net Carrying Amount | 773,708 | 831,736 |
Licensing agreements | ||
Cost | 51,535,428 | 10,377,325 |
Accumulated Amortization | 4,288,026 | 2,345,049 |
Net Carrying Amount | 47,247,402 | 8,032,276 |
Product rights | ||
Cost | 32,000,000 | 32,117,521 |
Accumulated Amortization | 1,280,000 | 321,175 |
Net Carrying Amount | CAD 30,720,000 | CAD 31,796,346 |
6. Intangible Assets and Good44
6. Intangible Assets and Goodwill (Details 1) | 9 Months Ended |
Sep. 30, 2015CAD | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance at December 31, 2014 | CAD 3,599,077 |
MFI acquisition (Note 2) | 3,203,526 |
Balance at September 30, 2015 | CAD 6,802,603 |
6. Intangible Assets and Good45
6. Intangible Assets and Goodwill (Details Narrative) - CAD | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Amortization expense of intangible assets | CAD 1,614,121 | CAD 252,203 | CAD 2,987,274 | CAD 756,574 | |
Patents | |||||
Intangible assets pending not amortized | 56,681 | 56,681 | CAD 45,392 | ||
Licensing agreements | |||||
Intangible assets pending not amortized | CAD 558,703 | CAD 558,703 | CAD 373,325 |
7. Long Term Debt and Debt Is46
7. Long Term Debt and Debt Issuance Costs (Details) | Sep. 30, 2015CAD |
Debt Disclosure [Abstract] | |
Principle Payments - 2015 | CAD 317,950 |
Principle Payments - 2016 | 1,913,492 |
Principle Payments - 2017 | 2,192,894 |
Principle Payments - 2018 | 13,364,641 |
Interest Payments - 2015 | 613,720 |
Interest Payments - 2016 | 2,317,560 |
Interest Payments - 2017 | 2,035,050 |
Interest Payments - 2018 | CAD 1,967,699 |
7. Long Term Debt and Debt Is47
7. Long Term Debt and Debt Issuance Costs (Details Narrative) - CAD | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Non-cash accretion expense | CAD 75,521 | CAD 36,738 | CAD 222,983 | CAD 102,264 | |
Non-cash interest expense | 35,935 | 29,682 | 96,334 | 82,301 | |
Interest payments | 501,957 | 912,899 | CAD 1,787,321 | CAD 1,207,262 | |
Debt [Member] | |||||
Non-cash accretion expense | 265,505 | CAD 0 | 305,507 | 0 | |
Interest payments | CAD 93,750 | CAD 93,750 | CAD 0 |
8. Capital Stock (Details)
8. Capital Stock (Details) | 9 Months Ended |
Sep. 30, 2015CADshares | |
Equity [Abstract] | |
Begining balance, number of shares | shares | 94,476,238 |
Begining balance, amount | CAD 41,182,630 |
Warrants exercised, number of shares | shares | 12,280,659 |
Warrants exercised, amount | CAD 9,257,882 |
Warrants exercised - valuation | CAD 3,650,306 |
Common shares issued in acquisition (Note 2), number of shares | shares | 3,723,008 |
Common shares issued in acquisition (Note 2), amount | CAD 5,000,000 |
Common shares issued in private placement, number of shares | shares | 13,043,695 |
Common shares issued in private placement, amount | CAD 12,000,199 |
Share issuance costs | CAD (1,298,785) |
Share options exercised, number of shares | shares | 46,101 |
Share options exercised, amount | CAD 38,070 |
Broker compensation options exercised, number of shares | shares | 2,062,844 |
Broker compensation options exercised, amount | CAD 1,304,169 |
Broker warrants exercised - underlying warrants, number of shares | shares | 607,997 |
Broker warrants exercised - underlying warrants, amount | CAD 547,197 |
Fair value of warrants exercised, amount | CAD 761,039 |
Ending balance, number of shares | shares | 126,240,542 |
Ending balance, amount | CAD 72,442,707 |
8. Capital Stock (Details 1)
8. Capital Stock (Details 1) - CAD | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | |
Equity [Abstract] | ||||
Paid-in Capital Options, Beginning | CAD 3,737,453 | CAD 3,061,924 | CAD 2,713,605 | CAD 2,713,605 |
Options exercised | (10,083) | (6,840) | ||
Expense recognized for options issued to employees | 267,745 | 224,207 | 176,560 | |
Expense recognized for options issued to consultants | (53,446) | 458,162 | 171,759 | 550,858 |
Paid-in Capital Options, Ending | CAD 3,941,669 | CAD 3,737,453 | CAD 3,061,924 | CAD 3,941,669 |
8. Capital Stock (Details 2)
8. Capital Stock (Details 2) - CAD | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Number of Warrants | 6,820,462 | |
Weighted Average Exercise Price | CAD 0.78 | |
Fair Value | CAD 4,644,532 | CAD 3,107,880 |
Warrant 1 | ||
Expiration Date | May 11, 2017 | |
Number of Warrants | 750,000 | |
Weighted Average Exercise Price | CAD 0.58 | |
Fair Value | CAD 482,184 | 227,090 |
Warrant 2 | ||
Expiration Date | Feb. 27, 2015 | |
Number of Warrants | ||
Weighted Average Exercise Price | CAD 0.67 | |
Fair Value | 184,999 | |
Warrant 3 | ||
Expiration Date | Feb. 27, 2018 | |
Number of Warrants | 2,968,750 | |
Weighted Average Exercise Price | CAD 0.80 | |
Fair Value | CAD 1,880,810 | 1,310,414 |
Warrant 4 | ||
Expiration Date | Mar. 5, 2015 | |
Number of Warrants | ||
Weighted Average Exercise Price | CAD 0.67 | |
Fair Value | 56,691 | |
Warrant 5 | ||
Expiration Date | Mar. 5, 2018 | |
Number of Warrants | 843,750 | |
Weighted Average Exercise Price | CAD 0.80 | |
Fair Value | CAD 534,546 | 372,123 |
Warrant 6 | ||
Expiration Date | Mar. 11, 2015 | |
Number of Warrants | ||
Weighted Average Exercise Price | CAD 0.67 | |
Fair Value | 17,547 | |
Warrant 7 | ||
Expiration Date | Mar. 11, 2018 | |
Number of Warrants | 306,250 | |
Weighted Average Exercise Price | CAD 0.80 | |
Fair Value | CAD 194,841 | 102,089 |
Warrant 8 | ||
Expiration Date | Aug. 8, 2018 | |
Number of Warrants | 755,794 | |
Weighted Average Exercise Price | CAD 0.7975 | |
Fair Value | CAD 612,418 | 334,060 |
Warrant 9 | ||
Expiration Date | Sep. 20, 2018 | |
Number of Warrants | 108,696 | |
Weighted Average Exercise Price | CAD 0.74 | |
Fair Value | CAD 75,705 | 36,442 |
Warrant 10 | ||
Expiration Date | Feb. 4, 2021 | |
Number of Warrants | 347,222 | |
Weighted Average Exercise Price | CAD 0.5786 | |
Fair Value | CAD 328,804 | 160,319 |
Warrant 11 | ||
Expiration Date | Oct. 1, 2019 | |
Number of Warrants | 740,000 | |
Weighted Average Exercise Price | CAD 0.94 | |
Fair Value | CAD 535,224 | CAD 306,106 |
Warrant Equity 1 | ||
Expiration Date | Jul. 15, 2016 | |
Number of Warrants | 16,505,778 | |
Weighted Average Exercise Price | CAD 0.90 | |
Fair Value | CAD 3,972,864 | |
Warrant Equity 2 | ||
Expiration Date | Jul. 15, 2016 | |
Number of Warrants | 1,154,281 | |
Weighted Average Exercise Price | CAD 0.70 | |
Fair Value | CAD 429,787 | |
Warrant Equity 3 | ||
Expiration Date | Jul. 15, 2016 | |
Number of Warrants | 423,424 | |
Weighted Average Exercise Price | CAD 0.90 | |
Fair Value | CAD 133,726 | |
Warrant Equity 4 | ||
Expiration Date | May 21, 2017 | |
Number of Warrants | 456,529 | |
Weighted Average Exercise Price | CAD 0.92 | |
Fair Value | CAD 205,438 | |
Warrant Equity | ||
Number of Warrants | 18,540,014 | |
Weighted Average Exercise Price | CAD 0.89 | |
Fair Value | CAD 4,741,815 |
8. Capital Stock (Details Narra
8. Capital Stock (Details Narrative) - CAD | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Private placement common shares issued | 13,043,695 | ||||||
Private placement common shares exercise price | CAD 0.92 | ||||||
Gross prceeds from common shares Private placement | CAD 12,000,199 | ||||||
Options granted to officers and employees and consultants | 0 | 500,000 | 3,775,520 | 1,827,985 | 1,298,245 | ||
Broker compensation options exercised, number of shares | 2,062,844 | ||||||
Additional paid in capital for options issued to directors, officers, employees | CAD 214,299 | CAD 142,915 | CAD 1,244,987 | CAD 359,992 | |||
Expense recognized for options issued to consultants | CAD (53,446) | CAD 458,162 | CAD 171,759 | CAD 550,858 | |||
Options issued | 200,000 | ||||||
Exercise price of options | CAD 0.62 | ||||||
Fair value of options | CAD 0.0043 | ||||||
Expected dividend yield | 0.00% | ||||||
Expected volatility | 121.00% | ||||||
Risk free interest rate | 0.87% | ||||||
Expected term | 5 years | ||||||
Number of options outstanding | 8,407,325 | 8,407,325 | 4,834,991 | ||||
Weighted average grant date fair value | CAD 0 | CAD 0.47 | CAD 0.55 | CAD 0.38 | |||
Common shares outstanding | 12,624,054 | 12,624,054 | 9,447,624 | ||||
Compensation expense for options issued | CAD 117,133 | ||||||
Number of options issued terminated | 172,085 | 817,830 | |||||
Private Placement [Member] | |||||||
Private placement common shares issued | 456,529 | ||||||
Exercise price of options | CAD 0.92 | ||||||
Expected dividend yield | 0.00% | ||||||
Expected volatility | 92.00% | ||||||
Risk free interest rate | 0.67% | ||||||
Expected term | 2 years | ||||||
Fair value of the warrant liability | CAD 205,438 | CAD 205,438 | |||||
Warrant [Member] | |||||||
Expected dividend yield | 0.00% | 0.00% | |||||
Expected volatility | 93.00% | 88.00% | |||||
Risk free interest rate | 0.86% | 1.22% | |||||
Expected term | 2 years 11 months 5 days | 2 years 2 months 5 days | |||||
Fair value of the warrant liability | CAD 4,644,532 | CAD 4,644,532 | CAD 3,107,880 | ||||
Warrant 1 [Member] | |||||||
Broker compensation options issued | 1,031,422 | ||||||
Broker compensation options exercised, number of shares | 2,062,844 | ||||||
Exercise price of options | CAD 0.90 | ||||||
Expected dividend yield | 0.00% | ||||||
Expected volatility | 84.00% | ||||||
Risk free interest rate | 0.47% | ||||||
Expected term | 1 year 1 month 17 days |
9. Earnings (Loss) Per Share (D
9. Earnings (Loss) Per Share (Details) - CAD | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net income (loss) available to common shareholders | CAD 1,579,372 | CAD 3,041,875 | CAD (12,426,949) | CAD (4,647,145) |
Denominator: | ||||
Weighted average number of common shares | 109,576,434 | 87,948,738 | 108,713,903 | 64,283,839 |
Effect of dilutive common shares | 15,311,466 | 443,589 | ||
Diluted weighted average number of common shares outstanding | 124,887,901 | 88,392,327 | 108,713,903 | 64,283,839 |
Income (loss) per share - basic and diluted | CAD 0.01 | CAD 0.01 | CAD (0.11) | CAD (0.07) |
9. Earnings (Loss) Per Share 53
9. Earnings (Loss) Per Share (Details Narrative) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Convertible Debt [Member] | ||
Antidilutive securities excluded from earnings | 2,824,858 | 0 |
Options | ||
Antidilutive securities excluded from earnings | 8,407,325 | 5,639,070 |
Warrant [Member] | ||
Antidilutive securities excluded from earnings | 25,360,474 | 38,679,212 |
10. Statement of Cash Flows (De
10. Statement of Cash Flows (Details) - CAD | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental Cash Flow Elements [Abstract] | ||
Accounts receivable | CAD (3,125,159) | CAD (1,331,069) |
Inventories | (638,791) | 187,625 |
Prepaid expenses and other receivables | 134,456 | (66,575) |
Taxes recoverable | (106,233) | 604,310 |
Accounts payable and accrued liabilities | (131,503) | (130,876) |
Changes in non-cash balances related to operations | CAD (3,867,230) | CAD (736,585) |
10. Statement of Cash Flows (55
10. Statement of Cash Flows (Details Narrative) - CAD | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Accounts payable and accrued liabilities | CAD (131,503) | CAD (130,876) | |
Interest paid | CAD 1,787,321 | 803,396 | CAD 0 |
Common shares issued in acquisition (Note 2), number of shares | 3,723,008 | ||
Common shares issued in acquisition (Note 2), amount | CAD 5,000,000 | ||
Non-cash debt issuance costs | CAD 402,841 | CAD 82,301 | |
Warrants issued | 1,031,422 | ||
Warrants were issued, value | CAD 327,008 | ||
Broker compensation option | 2,062,844 | ||
Private placement | 205,438 | ||
Patents and licenses | |||
Accounts payable and accrued liabilities | 1,222 | CAD 31,655 | |
Amount related to license fees | CAD 186,663 |
11. Contingencies and Commitm56
11. Contingencies and Commitments (Details) | Sep. 30, 2015CAD |
Commitments and Contingencies Disclosure [Abstract] | |
2,015 | CAD 3,056,000 |
2,016 | 754,000 |
2,017 | 773,000 |
2,018 | 790,000 |
2019 and thereafter | 3,710,000 |
Total | CAD 9,083,000 |
11. Contingencies and Commitm57
11. Contingencies and Commitments (Details Narrative) - CAD | Sep. 30, 2015 | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ||
Executive termination under initial agreement | CAD 2,765,885 | CAD 247,200 |
Remuneration to executive | CAD 4,729,167 | CAD 2,072,200 |
12. Significant Customers (Deta
12. Significant Customers (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Risk percentage | 76.20% | 68.70% | 75.20% | 67.40% |
Major customer | ||||
Concentration Risk, Customer | 4 | 3 | 4 | 3 |
13. Related Party Transactions
13. Related Party Transactions (Details Narrative) - CAD | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ||||
Stock options granted to LMT | 200,000 | 200,000 | ||
Non-cash expense | CAD 26,718 | CAD 20,444 | CAD 122,214 | CAD 56,889 |
14. Income Taxes (Details Narra
14. Income Taxes (Details Narrative) | 9 Months Ended |
Sep. 30, 2015CAD | |
Non-capital loss carry-forwards | CAD 18,107,900 |
Carry-forward expenditures offset against future taxable income | 1,798,300 |
Tax credits, non-refundable | CAD 341,300 |
Minimum [Member] | |
Loss Carryforwards Expiration Dates | Dec. 31, 2015 |
Maximum [Member] | |
Loss Carryforwards Expiration Dates | Dec. 31, 2035 |
15. Segmented Information (Deta
15. Segmented Information (Details) - CAD | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Product sales: | ||||
Domestic sales | CAD 7,740,306 | CAD 3,363,814 | CAD 18,298,678 | CAD 10,040,314 |
International sales | 1,265,194 | 496,152 | 2,705,543 | 1,318,002 |
Other revenue | 2,350 | 8,950 | 25,410 | 27,025 |
Total | CAD 9,007,850 | CAD 3,868,916 | CAD 21,029,631 | 11,385,343 |
Royalty revenues | 18,414 | |||
Total revenues | CAD 9,007,850 | CAD 3,868,916 | CAD 21,029,631 | CAD 11,403,755 |
16. Foreign Currency Gain (Lo62
16. Foreign Currency Gain (Loss) (Details Narrative) - CAD | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Foreign Currency [Abstract] | |||||||
Cash in hand | CAD 9,146,558 | CAD 9,146,558 | CAD 1,319,013 | ||||
Accounts receivables | 2,462,941 | 2,462,941 | 319,764 | ||||
Accounts payable and accrued liabilities | 7,340,652 | 7,340,652 | 32,857 | ||||
Warrant liability | 4,644,532 | 4,644,532 | 3,107,880 | CAD 3,107,880 | CAD 2,966,714 | ||
Long term debt | 17,788,976 | 17,788,976 | 16,241,400 | ||||
Foreign currency gain (loss) | CAD 354,586 | CAD 228,065 | CAD 500,047 | CAD 238,572 | CAD (10,506) |
17. Financial Instruments (Deta
17. Financial Instruments (Details) - CAD | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative liability - Warrants (Fair Value) | CAD 4,644,532 | CAD 3,107,880 | CAD 3,107,880 | CAD 2,966,714 |
Level 1 | ||||
Derivative liability - Warrants (Fair Value) | ||||
Level 2 | ||||
Derivative liability - Warrants (Fair Value) | ||||
Level 3 | ||||
Derivative liability - Warrants (Fair Value) | CAD 4,644,532 | CAD 3,107,880 |
17. Financial Instruments (De64
17. Financial Instruments (Details 1) - CAD | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2013 | |
Investments, All Other Investments [Abstract] | ||
Derivative liability - Warrants, beginning | CAD 3,107,880 | CAD 2,966,714 |
Additions (deletions) to derivative instruments | (2,457,907) | 424,471 |
Change in fair market value, recognized in earnings as Change in warrant liability | 3,994,559 | (283,305) |
Derivative liability - Warrants, ending | CAD 4,644,532 | CAD 3,107,880 |
17. Financial Instruments (De65
17. Financial Instruments (Details 2) | 9 Months Ended |
Sep. 30, 2015CAD | |
Investments, All Other Investments [Abstract] | |
Warrant Liability, Fair Value | CAD 4,644,532 |
Valuation Technique | Black-Scholes valuation model |
Volatility | 93.00% |
17. Financial Instruments (De66
17. Financial Instruments (Details 3) - CAD / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Expected volatility | 93.00% | |
Expected dividend yield | 0.00% | |
Expected warrant life (years) | 5 years | |
Warrant [Member] | ||
Number of shares underlying the warrants | 6,820,462 | 14,754,587 |
Fair market value of the common share | CAD 0.63 | CAD 0.21 |
Exercise price | CAD 0.78 | CAD 0.64 |
Expected volatility | 93.00% | 88.00% |
Risk-free interest rate | 0.86% | 1.22% |
Expected dividend yield | 0.00% | 0.00% |
Expected warrant life (years) | 2 years 11 months 5 days | 2 years 2 months 5 days |
17. Financial Instruments (De67
17. Financial Instruments (Details Narrative) - CAD | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Investments, All Other Investments [Abstract] | ||
Concentration of credit risk and major customers | CAD 7,044,204 | CAD 2,161,133 |
Concentration of credit risk account receivable | 68.40% | 65.70% |
Concentration of credit risk account receivable related to product sale two wholesale accounts | 36.20% | 12.20% |
Concentration of credit risk account receivable related to product sale one wholesale accounts | 24.30% | 41.40% |
18. Derivative Financial Inst68
18. Derivative Financial Instruments (Details) - CAD | Sep. 30, 2015 | Dec. 31, 2014 |
Notional Principal | ||
Foreign currency sold - call options | CAD 500,000 | |
Fair Value | ||
Foreign currency sold - call options | CAD 19,400 |
18. Derivative Financial Inst69
18. Derivative Financial Instruments (Details Narrative) - CAD | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Derivative Financial Instruments | ||
Fair value of the foreign currency call option gain | CAD 19,400 | CAD 0 |