Document and Entity Information
Document and Entity Information | 12 Months Ended |
Mar. 31, 2020shares | |
Document And Entity Information [Line Items] | |
Document Type | 40-F |
Document Period End Date | Mar. 31, 2020 |
Amendment Flag | false |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Trading Symbol | NEPT |
Entity Registrant Name | NEPTUNE WELLNESS SOLUTIONS INC. |
Entity Central Index Key | 0001401395 |
Current Fiscal Year End Date | --03-31 |
Entity Current Reporting Status | Yes |
Entity Emerging Growth Company | false |
Entity Common Stock, Shares Outstanding | 99,338,135 |
Entity Interactive Data Current | Yes |
Title of 12(b) Security | Common Shares |
Security Exchange Name | NASDAQ |
Entity File Number | 001-33526 |
Entity Incorporation, State or Country Code | A8 |
Entity Tax Identification Number | 00-0000000 |
Entity Primary SIC Number | 2836 |
Entity Address, Address Line One | 545 Promenade du Centropolis |
Entity Address, Address Line Two | Suite 100 |
Entity Address, City or Town | Laval |
Entity Address, State or Province | QC |
Entity Address, Country | CA |
Entity Address, Postal Zip Code | H7T 0A3 |
City Area Code | 450 |
Local Phone Number | 687-2262 |
Document Annual Report | true |
Annual Information Form | true |
Audited Annual Financial Statements | true |
Document Registration Statement | false |
Business Contact | |
Document And Entity Information [Line Items] | |
Contact Personnel Name | CT Corporation System |
Entity Address, Address Line One | 28 Liberty Street |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10005 |
City Area Code | 212 |
Local Phone Number | 894-8940 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position | Mar. 31, 2020CAD ($) | Mar. 31, 2019CAD ($) | ||
Current assets: | ||||
Cash and cash equivalents (note 22) | $ 16,577,076 | $ 9,819,351 | [1] | |
Short-term investment (note 22) | 36,000 | 48,000 | [1] | |
Trade and other receivables (note 5) | 10,793,571 | 5,806,388 | [1] | |
Prepaid expenses | 2,296,003 | 1,093,677 | [1] | |
Inventories (note 6) | 9,092,538 | 5,038,161 | [1] | |
Other asset (note 20 (a)) | [1] | 2,835,000 | ||
Total current assets | 38,795,188 | 24,640,577 | [1] | |
Property, plant and equipment (note 7) | 60,028,574 | 47,023,973 | [1] | |
Right-of-use assets (note 8) | 1,386,254 | |||
Intangible assets (note 9) | 25,518,287 | 7,650,598 | [1] | |
Goodwill (note 9) | 42,333,174 | 6,750,626 | [1] | |
Tax credits recoverable (note 18) | 184,470 | 152,464 | [1] | |
Other asset (note 20 (a)) | 530,000 | 4,002,337 | [1] | |
Total assets | 168,775,947 | 90,220,575 | [1] | |
Current liabilities: | ||||
Trade and other payables (note 10) | 12,451,669 | 8,519,239 | [1] | |
Lease liabilities (note 8) | 450,125 | |||
Loans and borrowings (note 11) | 3,180,927 | 3,466,501 | [1] | |
Deferred revenues | 17,601 | 25,070 | [1] | |
Provisions (note 12) | 1,115,703 | 7,964,576 | [1] | |
Total current liabilities | 17,216,025 | 19,975,386 | [1] | |
Deferred lease inducements | [1] | 207,745 | ||
Lease liabilities (note 8) | 1,141,314 | |||
Long-term payables (note 13) | 555,440 | 855,337 | [1] | |
Deferred tax liabilities (note 18) | 5,015,106 | 197,181 | [1] | |
Other liability (note 24) | 1,217,769 | |||
Total liabilities | 25,145,654 | 21,235,649 | [1] | |
Equity: | ||||
Share capital (note 14) | 213,876,454 | 131,083,698 | [1] | |
Warrants (note 14 (f)) | 18,597,776 | 648,820 | [1] | |
Contributed surplus | 69,173,313 | 39,165,706 | [1] | |
Accumulated other comprehensive income | 5,517,376 | 758,066 | [1] | |
Deficit | (163,534,626) | (102,671,364) | [1] | |
Total equity | 143,630,293 | 68,984,926 | [1] | |
Commitments and contingencies (note 21) | [1] | |||
Subsequent event (note 25) | [1] | |||
Total liabilities and equity | $ 168,775,947 | $ 90,220,575 | [1] | |
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Consolidated Statements of Earn
Consolidated Statements of Earnings and Comprehensive Income (Loss) - CAD ($) | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | |||
Statement Of Earnings And Comprehensive Income Loss [Abstract] | ||||
Revenue from sales and services | $ 27,722,571 | $ 23,163,016 | [1] | |
Royalty revenues | 1,630,717 | 1,279,026 | [1] | |
Other revenues | 224,516 | |||
Total revenues (note 23) | 29,577,804 | 24,442,042 | [1] | |
Cost of sales (note 6) | (31,416,251) | (16,827,594) | [1] | |
Gross profit | (1,838,447) | 7,614,448 | [1] | |
Research and development expenses, net of tax credits and grants of $73,930 (2019 -$82,584) | (2,870,497) | (7,211,553) | [1] | |
Selling, general and administrative expenses | (64,664,389) | (15,285,716) | [1] | |
Litigation provisions (note 12) | [1] | (7,930,383) | ||
Impairment loss on goodwill (note 9) | (85,548,266) | |||
Loss from operating activities | (154,921,599) | (22,813,204) | [1] | |
Finance income (note 16) | 2,035,218 | 246,652 | [1] | |
Finance costs (note 16) | (583,707) | (455,136) | [1] | |
Change in fair value of contingent consideration (note 4) | 97,208,166 | |||
Income (loss) from non-operating activities | 98,659,677 | (208,484) | [1] | |
Loss before income taxes | (56,261,922) | (23,021,688) | [1] | |
Income tax expense (note 18) | (4,601,340) | (170,011) | [1] | |
Net loss | (60,863,262) | (23,191,699) | [1] | |
Other comprehensive income | ||||
Unrealized gains on investments (note 20 (a)) | 1,320,431 | 251,597 | [1] | |
Net change in unrealized foreign currency losses on translation of net investments in foreign operations | 3,438,879 | |||
Net change in unrealized loss on derivatives designated as cash flow hedges | [1] | (19,090) | ||
Total other comprehensive income | 4,759,310 | 232,507 | [1] | |
Total comprehensive loss | $ (56,103,952) | $ (22,959,192) | [1] | |
Basic and diluted loss per share | $ (0.68) | $ (0.29) | [1] | |
Basic weighted average number of common shares | 89,972,395 | 79,539,984 | [1] | |
Diluted weighted average number of common shares | 89,972,395 | 79,539,984 | [1] | |
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Consolidated Statements of Ea_2
Consolidated Statements of Earnings and Comprehensive Income (Loss) (Parenthetical) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Earnings And Comprehensive Income Loss [Abstract] | ||
Tax credits and grants | $ 73,930 | $ 82,584 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - CAD ($) | Total | Issued capital [member] | Warrants | Additional paid-in capital [member] | Reserve of gains and losses on remeasuring available-for-sale financial assets [member] | Reserve of cumulative translation account [member] | Reserve of cash flow hedges [member] | Retained earnings [member] | ||
Beginning balance, shares at Mar. 31, 2018 | 78,804,212 | |||||||||
Beginning balance at Mar. 31, 2018 | $ 86,533,770 | $ 128,483,507 | $ 648,820 | $ 36,355,549 | $ 506,469 | $ 19,090 | $ (79,479,665) | |||
Net loss for the period | (23,191,699) | [1] | (23,191,699) | |||||||
Other comprehensive income (loss) for the period | 232,507 | 251,597 | (19,090) | |||||||
Total comprehensive loss | (22,959,192) | [1] | 251,597 | $ (19,090) | (23,191,699) | |||||
Contributions by and distribution to equity holders | ||||||||||
Share-based payment transactions | 3,712,415 | 3,712,415 | ||||||||
Share options exercised, shares | 1,047,523 | |||||||||
Share options exercised | 1,697,933 | $ 2,396,141 | (698,208) | |||||||
DSUs released, shares | 135,557 | |||||||||
DSUs released | $ 204,050 | (204,050) | ||||||||
Total contributions by and distribution to equity holders, shares | 1,183,080 | |||||||||
Total contributions by and distribution to equity holders | 5,410,348 | $ 2,600,191 | 2,810,157 | |||||||
Ending balance, shares at Mar. 31, 2019 | [1] | 79,987,292 | ||||||||
Ending balance at Mar. 31, 2019 | [1] | 68,984,926 | $ 131,083,698 | 648,820 | 39,165,706 | 758,066 | (102,671,364) | |||
Net loss for the period | (60,863,262) | (60,863,262) | ||||||||
Other comprehensive income (loss) for the period | 4,759,310 | 1,320,431 | $ 3,438,879 | |||||||
Total comprehensive loss | (56,103,952) | 1,320,431 | 3,438,879 | (60,863,262) | ||||||
Contributions by and distribution to equity holders | ||||||||||
Share-based payment transactions | 16,594,588 | 16,594,588 | ||||||||
Warrants exercised, shares | 750,000 | |||||||||
Warrants exercised | 2,527,500 | $ 3,176,320 | (648,820) | |||||||
Warrants in exchange of services rendered by nonemployees | 18,597,776 | 18,597,776 | ||||||||
Share options exercised, shares | 2,067,418 | |||||||||
Share options exercised | 3,930,424 | $ 6,553,243 | (2,622,819) | |||||||
DSUs released, shares | 333,279 | |||||||||
DSUs released | $ 492,989 | (492,989) | ||||||||
RSUs released, net of tax, shares | 437,849 | |||||||||
RSUs released, net of tax | (962,077) | $ 3,099,004 | (4,061,081) | |||||||
Private placement, net of issuance costs, shares | 9,415,910 | |||||||||
Private placement, net of issuance costs | 51,432,131 | $ 51,432,131 | ||||||||
At-The-Market Offering, net of issuance costs, shares | 4,159,086 | |||||||||
At-The-Market Offering, net of issuance costs | 6,760,099 | $ 6,760,099 | ||||||||
Business acquisition, shares | 1,587,301 | |||||||||
Business acquisition | 28,556,878 | $ 7,966,970 | 20,589,908 | |||||||
Provisions settled in shares, shares | 600,000 | |||||||||
Provisions settled in shares | 3,312,000 | $ 3,312,000 | ||||||||
Total contributions by and distribution to equity holders, shares | 19,350,843 | |||||||||
Total contributions by and distribution to equity holders | 130,749,319 | $ 82,792,756 | 17,948,956 | 30,007,607 | ||||||
Ending balance, shares at Mar. 31, 2020 | 99,338,135 | |||||||||
Ending balance at Mar. 31, 2020 | $ 143,630,293 | $ 213,876,454 | $ 18,597,776 | $ 69,173,313 | $ 2,078,497 | $ 3,438,879 | $ (163,534,626) | |||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - CAD ($) | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | |||
Cash flows used in operating activities: | ||||
Net loss for the period | $ (60,863,262) | $ (23,191,699) | [1] | |
Adjustments: | ||||
Depreciation of property, plant and equipment | 3,005,017 | 2,351,617 | [1] | |
Amortization of right-of-use assets | 378,309 | |||
Amortization of intangible assets | 5,000,910 | 704,705 | [1] | |
Net loss from sale of property, plant and equipment | 14,165 | 32,333 | [1] | |
Impairment loss on goodwill (note 9) | 85,548,266 | |||
Stock-based compensation | 16,594,588 | 3,712,415 | [1] | |
Impairment loss on inventories (note 6) | 2,081,943 | |||
Non-employees compensation related to warrants (note 14 (f)) | 18,597,776 | |||
Recognition of deferred revenues | (25,070) | (107,635) | [1] | |
Amortization of deferred lease inducements | [1] | (59,356) | ||
Net finance (income) expense | (1,451,511) | 208,484 | [1] | |
Unrealized foreign exchange loss | 979,505 | 20,158 | [1] | |
Change in fair value of contingent consideration (note 4) | (97,208,166) | |||
Income taxes expense (note 18) | 4,601,340 | 170,011 | [1] | |
Adjustments to reconcile profit (loss) | (22,746,190) | (16,158,967) | [1] | |
Changes in operating assets and liabilities (note 19) | (8,684,797) | 8,004,507 | [1] | |
Cash flows from (used in) operating activities | (31,430,987) | (8,154,460) | [1] | |
Cash flows used in investing activities: | ||||
Maturity of previously restricted short-term investments | 12,000 | 2,374,000 | [1] | |
Interest received | 151,219 | 222,700 | [1] | |
Business acquisition, net of cash acquired (note 4) | (15,770,400) | |||
Acquisition of property, plant and equipment | (13,785,701) | (6,738,554) | [1] | |
Acquisition of intangible assets | (487,184) | (2,352,205) | [1] | |
Proceeds from sale of property, plant and equipment | 7,103 | |||
Cash flows from (used in) investing activities | (24,555,193) | (6,494,059) | [1] | |
Cash flows from financing activities: | ||||
Variation of the bank line of credit (note 19 (c)) | (620,000) | 130,000 | [1] | |
Repayment of loans and borrowings (note 19 (c)) | (3,807,132) | (1,357,454) | [1] | |
Increase in loans and borrowings, net of financing fees (note 19 (c)) | 3,996,392 | |||
Payment of lease liabilities (note 8) | (384,494) | |||
Interest paid | (359,825) | (281,510) | [1] | |
Private placement (note 14 (g)) | 53,970,867 | |||
At-The-Market Offering (note 14 (h)) | 7,069,220 | |||
Issuance of shares costs (note 14 (g) and (h)) | (2,847,857) | |||
Proceeds from exercise of options (note 14 (b)) | 3,930,424 | 1,697,933 | [1] | |
Proceeds from exercise of warrants (note 14 (f)) | 2,527,500 | |||
Withholding taxes paid pursuant to the settlement of non-treasury RSUs (note 17 (b)) | (962,077) | |||
Cash flows from (used in) financing activities | 62,513,018 | 188,969 | [1] | |
Foreign exchange gain (loss) on cash and cash equivalents held in foreign currencies | 230,887 | (8,206) | [1] | |
Net increase (decrease) in cash and cash equivalents | 6,757,725 | (14,467,756) | [1] | |
Cash and cash equivalents as at April 1, 2019 and 2018 | [1] | 9,819,351 | 24,287,107 | |
Cash and cash equivalents as at March 31, 2020 and 2019 | 16,577,076 | 9,819,351 | [1] | |
Cash and cash equivalents is comprised of: | ||||
Cash | 16,577,076 | 3,676,704 | [1] | |
Cash equivalents | [1] | $ 6,142,647 | ||
Acasti Pharma Inc | ||||
Cash flows used in investing activities: | ||||
Sales of Acasti shares (note 20 (a)) | $ 5,317,770 | |||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Reporting Entity
Reporting Entity | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Reporting Entity [Abstract] | |
Reporting entity | 1. Reporting entity: Neptune Wellness Solutions Inc. (the "Corporation" or "Neptune") is incorporated under the Business Corporations Act (Québec) (formerly Part 1A of the Companies Act (Québec)). The Corporation is domiciled in Canada and its registered office is located at 545 Promenade du Centropolis, Laval, Québec, H7T 0A3. The consolidated financial statements of the Corporation comprise the Corporation and its subsidiaries, Biodroga Nutraceuticals Inc. ("Biodroga"), SugarLeaf Labs, Inc. ("SugarLeaf"), 9354-7537 Québec Inc. and Neptune Holding USA, Inc. Neptune is a diversified and fully integrated health and wellness company. Through its flagship consumer-facing brands, Forest Remedies™ and Ocean Remedies™, Neptune is redefining health and wellness by building a broad portfolio of natural, plant-based, sustainable and purpose-driven lifestyle brands and consumer packaged goods products in key health and wellness markets, including hemp, nutraceuticals, personal care and home care. Leveraging decades of expertise in extraction and specialty ingredient formulation, Neptune is a leading provider of turnkey product development and supply chain solutions to businesses and government customers across several health and wellness verticals, including legal cannabis and hemp, nutraceuticals and white label consumer packaged goods. The Company utilizes a highly flexible and low cost supply chain infrastructure that can be scaled up and down or into adjacent product categories to quickly adapt to market demand. Neptune’s corporate headquarters is located in Laval, Quebec, with a 50,000 square-foot production facility located in Sherbrooke, Quebec and a 24,000 square-foot facility located in North Carolina. |
Basis of Preparation
Basis of Preparation | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Basis Of Preparation [Abstract] | |
Basis of preparation | 2. Basis of preparation: (a) Statement of compliance: These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"). The consolidated financial statements were approved by the Board of Directors on June 10, 2020. (b) Basis of measurement : The consolidated financial statements have been prepared on the historical cost basis, except for the following: • Share-based compensation transactions which are measured pursuant to IFRS 2, Share-based payment (note 3 (l)(ii)); • Acquisition of SugarLeaf including the acquired assets and liabilities and the related contingent consideration (note 4); and • Financial asset which is measured at fair value (note 20 (a)). Certain of the Corporation’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. In establishing fair value, the Corporation uses a fair value hierarchy based on levels as defined below: • Level 1: defined as observable inputs such as quoted prices in active markets. • Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable. • Level 3: defined as inputs that are based on little or no little observable market data, therefore requiring entities to develop their own assumptions. (c) Functional and presentation currency: These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the parent company. (d) Use of estimates and judgments: The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates are based on management’s best knowledge of current events and actions that the Corporation may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements include the following: • Assessing the recognition of contingent liabilities, which requires judgment in evaluating whether there is a probable outflow of economic benefits that will be required to settle matters subject to litigation (notes 12 and 21); • Assessing if performance criteria on options and DSUs will be achieved in measuring the stock-based compensation expense (note 17); • Assessing the fair value of services rendered in exchange of warrants (note 14 (f)); • Assessing the recognition period to be used in recording stock-based compensation that is based on market and non-market conditions, as well as bonuses that are based on achievement of market capitalization targets (notes 17 and 24); and • Assessing the criteria for recognition of tax assets (note 18). Assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year include the following: • Estimating the recoverable amount of non-financial assets (notes 3 (f)(ii) and 9); • Estimating the fair value of bonus and options that are based on market and non-market conditions (notes 17 and 24); • Estimating the fair value of the identifiable assets acquired, liabilities assumed and consideration transferred of the acquired business, including the related contingent consideration (note 4); and • Estimating the litigation provision as it depends upon the outcome of proceedings (note 12). |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Significant Accounting Policies [Abstract] | |
Significant accounting policies | 3. Significant accounting policies: The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by the Corporation’s subsidiaries. (a) Basis of consolidation: Subsidiaries The Corporation’s subsidiaries, all of which are wholly-owned, and their jurisdiction of incorporation are as follows: Subsidiary Jurisdiction of Incorporation Biodroga Nutraceuticals Inc. Quebec SugarLeaf Labs, Inc. Delaware (with a Certificate of Authority to operate in North Carolina) Neptune Holding USA, Inc. Delaware 9354-7537 Québec Inc. Quebec ( i ) Business combinations and related goodwill: Business combinations are accounted for using the acquisition method as at the acquisition date, when control is transferred. The consideration transferred for the acquisition of a business is the fair value of the assets transferred, and any liability and equity interests issued by the Corporation on the date control of the acquired company is obtained. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are generally measured initially at their fair values at the acquisition date. The Corporation measures goodwill as the fair value for the consideration transferred including the recognized amount of any non-controlling interest in the acquiree, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at the acquisition date. If this consideration is lower than the fair value of the net assets of the business acquired, the difference is recognized immediately in the consolidated statement of earnings and comprehensive income or loss as a gain from a bargain purchase. Restructuring, transaction costs other than those associated with the issue of debt or equity securities, and other direct costs of a business combination are not considered part of the business acquisition transaction and are expensed as incurred. Subsequent recognition of goodwill: After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortized but tested for impairment at least annually and upon occurrence of an indication of impairment. The impairment testing process is described in the appropriate section of these accounting policies. Subsidiaries: Subsidiaries are entities controlled by the Corporation. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Control exists when the Corporation is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. (ii) Transactions eliminated on consolidation: Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. (b) Financial instruments: All financial instruments, including derivatives, are recognized in the consolidated statement of financial position (i) Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously. (ii) Financial assets: On initial recognition, the Corporation classifies its financial assets as subsequently measured at either amortized cost or fair value, depending on its business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. Financial asset measured at amortized cost: A financial asset is subsequently measured at amortized cost using the effective interest method and net of any impairment loss if it meets both of the following conditions and is not designated as at fair value through profit or loss: ▪ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and ▪ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The financial assets of the Corporation that are measured at amortized cost consist of cash and cash equivalents, short-term investments, and trade and other receivables. Interest income, foreign exchange gains and losses and impairment are recognized in the consolidated statement of earnings and comprehensive income (loss). Financial assets measured at fair value: Certain financial assets including debt investments and equity investments that are not held for trading are accounted for as fair value through other comprehensive income or loss. Subsequent changes in fair value of these financial assets are recorded in other comprehensive income or loss, except for foreign exchange gains or losses and expected credit loss and reversal that are recognized in profit or loss. Amounts recognized in other comprehensive income for equity investments are not reclassified to profit or loss under any circumstances. Dividends on such instruments are recognized in profit or loss unless dividends clearly represents a recovery of a repayment of part of the cost of the investment. The Corporation has an equity instrument measured at fair value through other comprehensive income or loss (refer to note 20 (a)). All financial assets not classified as measured at amortized cost or fair value through other comprehensive income are measured at fair value through profit or loss. In addition, on initial recognition, the Corporation may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at fair value through other comprehensive income or loss as at fair value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Financial assets at fair value through profit or loss are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in the consolidated statement of earnings and comprehensive income (loss). The Corporation currently has no such financial instruments. Derecognition of financial assets: Financial assets are derecognized when the Corporation’s contractual rights to the cash flows from the respective assets have expired or the Corporation has transferred its rights to the cash flows from the respective assets and either (i) the Corporation has transferred substantially all of the risks and rewards of the assets or (ii) the Corporation has neither exposure to the risks inherent in those assets nor entitlement to rewards from them. Any gain or loss on derecognition is recognized in the consolidated statement of earnings and comprehensive income (loss). (iii) Financial liabilities and equity instruments: Debt and equity instruments issued by the Corporation are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. On initial recognition, the Corporation classifies its financial liabilities as subsequently measured at either amortized cost or fair value. Financial liabilities measured at amortized cost: A financial liability is subsequently measured at amortized cost, using the effective interest method. The Corporation currently classifies loans and borrowings, trade and other payables and long-term payables as financial liabilities measured at amortized cost. Financial liabilities measured at fair value: Financial liabilities at fair value are initially recognized at fair value and are remeasured at each reporting date with any changes therein recognized in net income. The Corporation currently has no significant financial liabilities measured at fair value. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Corporation are recognized at the proceeds received, net of direct issue costs and applicable income taxes. Derecognition of financial liabilities: Financial liabilities are derecognized when the obligations under the liabilities are discharged, cancelled, expired or are replaced by a new liability with substantially modified terms. Any gain or loss on derecognition is recognized in the consolidated statement of earnings and comprehensive income (loss). Effective interest method: The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts/payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or (when appropriate) a shorter period, to the net carrying amount on initial recognition. (iv) Share capital: Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects. (v) Other equity instruments: Warrants, options and rights over the Corporation’s equity issued outside of share-based payment transactions that do not meet the definition of a liability instrument are recognized in equity. (vi) Derivative financial instruments and hedge accounting: Derivative financial instruments: The Corporation has issued liability-classified derivatives over its own equity. Embedded derivative is separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss. Derivatives and separable embedded derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives and separable embedded derivatives are measured at fair value, and all changes in their fair value are recognized immediately in profit or loss. The Corporation has not had liability-classified derivatives over its own equity for the years ended March 31, 2020 and 2019. The Corporation has not had significant derivatives for the years ended March 31, 2020 and 2019. Hedge accounting: Derivatives that qualify as hedging instruments must be designated as either a “cash flow hedge”, when the hedged risk is a variability in the future cash flows of the hedged item, or a “fair value hedge”, when the hedged risk is a variability in the fair value of the hedged item. Any derivative instrument that does not qualify for hedge accounting is marked-to-market at each reporting date and the gains or losses are included in net income (loss). Cash flow hedges: For derivative financial instruments designated as cash flow hedges, the effective portion of changes in their fair value is recognized in other comprehensive income in the consolidated statement of comprehensive income and presented in the cash flow hedges reserve in equity. Any ineffectiveness is recognized in net income (loss) immediately as it arises in the same consolidated statement of earnings and comprehensive loss account as the hedged item when realized. Should a cash flow hedging relationship become ineffective or the hedging relationship be terminated, previously unrealized gains and losses remain within the cash flows hedges reserve until the hedged item is settled and any future changes in value of the derivative are recognized in net income (loss) prospectively. When the hedged item is realized, amounts recognized in the cash flow hedge reserve are reclassified to the same consolidated statement of earnings and comprehensive loss account or reclassified to the related non-financial asset in which the hedged item is recorded. If the hedged item ceases to exist before the hedging instrument expires, the unrealized gains or losses within the cash flow hedge reserve are immediately reclassified to net income (loss). Use of derivative financial instruments: Derivative financial instruments are utilized, from time to time, by the Corporation in the management of its foreign currency exposures and interest-rate market risks. These derivative financial instruments are used as a method for meeting the risk reduction objectives of the Corporation by generating offsetting cash flows related to the underlying position in respect of amount and timing of forecasted foreign currency cash flows and interest payments. When it utilizes derivatives in hedge accounting relationships, the Corporation formally documents and designates all of its eligible hedging relationships. This process involves associating all derivatives to specific assets and liabilities on the consolidated statement of financial position or with forecasted or probable transactions. The Corporation also formally assesses the effectiveness of hedging relationships at inception and on an on-going basis. (c) Inventories: Inventories are measured at the lower of cost and net realizable value. The cost of finished goods, raw materials, supplies and spare parts is based on the weighted-average cost method. The cost of finished goods and work in progress includes expenditures incurred in acquiring the inventories, production or conversion costs, sub-contractors costs and other costs incurred in bringing them to their existing location and condition, as well as production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. (d) Property, plant and equipment: ( i ) Recognition and measurement: Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and borrowing costs on qualifying assets. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment. When parts of an item of property, plant and equipment have significantly different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized in net profit or loss. (ii) Subsequent costs: The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Corporation, and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred. (iii) Depreciation: Depreciation is calculated over the depreciable amount, which is the cost of an asset less its residual value. Depreciation is recognized in profit or loss on either a straight-line basis or a declining basis over the estimated useful lives of each part of an item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are as follows: Asset Method Period/Rate Building and building components Straight-line 20 to 40 years Laboratory, R&D and plant equipment Straight-line 10 to 20 years Furniture and office equipment Declining balance 20% to 30% Computer equipment Straight-line 2 to 5 years Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted prospectively, if appropriate. (e) Intangible assets: ( i ) Research and development: Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss as incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Corporation intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labour, overhead costs that are directly attributable to preparing the asset for its intended use, and borrowing costs on qualifying assets. There are no capitalized development costs during the years ended March 31, 2020 and 2019. Other development expenditure is recognized in profit or loss as incurred. Capitalized development expenditure is measured at cost less accumulated amortization and accumulated impairment losses. (ii) Other intangible assets: Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Internally generated intangible assets, excluding capitalized development and patent costs, are not capitalized and the expenditure is reflected in the consolidated statement of earnings and comprehensive income (loss) in the year in which the expenditure is incurred. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. The useful lives of intangible assets are assessed as either finite or indefinite. The Corporation has no indefinite life intangible assets. Intangible assets with finite useful lives are amortized over their useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The residual value, amortization period and amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year-end and adjusted prospectively, if applicable. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates which are accounted for prospectively. Intangible assets with finite useful lives are amortized as follows: Asset Method Period/Rate Non compete agreements Straight-line 3 years Customer relationships Straight-line 10 years Farmer relationships Straight-line 3 years License agreements Straight-line 31 months to 12 years Website and trademarks Straight-line 4 years Computer software Straight-line 3 to 5 years Amortization is calculated over the cost of the asset less its residual value. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are described above. (iii) Subsequent expenditure: Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditure on internally generated goodwill and brands, are recognized in profit or loss as incurred. (f) Impairment: ( i ) Financial assets: Loss allowances for “expected credit losses” (“ECLs”) are measured on either of the following bases: ▪ 12-month ECLs: these are ECLs that result from possible default events within the 12 months after the reporting date; and ▪ Lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument. The Corporation has elected to measure loss allowances for trade accounts receivable at an amount equal to lifetime ECLs. The Corporation measures loss allowances for other receivables by determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs. The Corporation considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Corporation’s historical experience and informed credit assessment, including forward-looking information. The Corporation considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Corporation in full, without recourse by the Corporation to actions such as recovering inventory or the Corporation’s credit insurance. The maximum period considered when estimating ECLs is the maximum contractual period over which the Corporation is exposed to credit risk. Measurement of ECLs: ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Corporation expects to receive). The Corporation establishes an impairment loss allowance on a collective and individual assessment basis, by considering past events, current conditions and forecasts of future economic conditions. Collective assessment is carried out by grouping together trade accounts receivable with similar characteristics. ECLs are discounted at the effective interest rate of the financial asset. Credit-impaired financial assets: At each reporting date, the Corporation assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Examples of events that could occur are: ▪ significant financial difficulty of the borrower; ▪ a breach of contract, such as a default or past due event; ▪ it is becoming probable that the borrower will enter bankruptcy or other financial reorganization; or ▪ the disappearance of an active market for that financial asset because of financial difficulties. It may not be possible to identify a single discrete event; instead, the combined effect of several events may have caused financial assets to become credit-impaired. Presentation of impairment: Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. Impairment losses related to trade and other receivables are presented in selling, general and administrative expenses of the consolidated statement of earnings and comprehensive income (loss). Write-off: The gross carrying amount of a financial assets is written off when the Corporation has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. (ii) Non-financial assets: The carrying amounts of the Corporation’s non-financial assets, other than inventories, tax credits receivable and recoverable and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same date. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the ''cash-generating unit'', or ''CGU''). An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Goodwill: Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU to which the goodwill relates. The Corporation defines its CGUs based on the way it internally monitors and derives economic benefits from the acquired goodwill. Impairment losses for a CGU is first allocated to reduce goodwill. An impairment loss in respect of goodwill is not reversed in future periods. (g) Provisions: A provision is recognized if, as a result of a past event, the Corporation has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are usually determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost. ( i ) Onerous contracts: A provision for onerous contracts is recognized when the expected benefits to be derived by the Corporation from a contract are lower than the unavoidable cost terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Corporation recognizes any impairment loss on the assets associated with that contract. (ii) Contingent liability: A contingent liability is a possible obligation that arises from past events and of which the existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not within the control of the Corporation; or a present obligation that arises from past events (and therefore exists), but is not recognized because it is not probable that a transfer or use of assets, provision of services or any other transfer of economic benefits will be required to settle the obligation, or the amount of the obligation cannot be estimated reliably . (h) Revenue: Sale of products: Revenue from the sale of goods in the course of ordinary activities is recognized at a point in time when control of the assets is transferred to the customer. The Corporation transfers control generally on shipment of the goods or in some cases, upon reception by the customer. Revenue is measured based on the consideration the Corporation expects to be entitled to receive in exchange of assets as specified in contracts with customers. For some arrangements in which the Corporation is entitled to non-cash consideration, revenue is measured at the fair value of exchanged assets as specified in contracts with customers. Revenue is presented net of returns. Processing services: The Corporation is involved in the extraction, purification and formulation of health and wellness products. Revenue earned on processing services is recognized as the services are rendered in accordance with contractual terms, recovery of the consideration is probable and the amount of revenue can be measured reliably. The Corporation recognizes revenue from processing services in proportion to the stage of completion of the service at the reporting date. The stage of completion is assessed based on surveys of work performed. All related production costs are expenses as incurred. Royalty revenues: Royalties are earned under the terms of the applicable agreement and are recognized when it is probable that the economic benefits associated with the transaction will be received and the amount can be measured reliably. ( i ) Government grants: Government grants, consisting of grants and investment tax credits, are recorded as a reduction of the related expense or cost of the asset acquired. Government grants are recognized when there is reasonable assurance that the Corporation has met or will meet the requirements of the approved grant program and there is reasonable assurance that the grant will be received. Grants that compensate the Corporation for expenses incurred are recognized in profit or loss in reduction thereof on a systematic basis in the same years in which the expenses are recognized. Grants that compensate the Corporation for the cost of an asset are recognized in profit or loss on a systematic basis over the useful life of the asset. (j) Lease: The Company adopted IFRS 16, Leases, on April 1, 2019 (refer to note 3 (q)). At inception, the Corporation assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Corporation recognizes a right-of-use asset and a lease liability at the commencement date of the lease, i.e. the date the underlying asset is available for use. The details of the new significant accounting policies in relation to the Corporation’s leases effective April 1, 2019 are set out below (refer to note 3 (q)). Right-of-use assets Right-of-use assets are measured at cost, less any accumulated depreciation and accumulated impairment losses, and adjusted for remeasurement of lease liabilities. Cost of right-of-use assets is comprised of: • the initial measurement amount of the lease liabilities recognized; • any lease payments made at or before the commencement date, less any lease incentives received; • any initial direct costs incurred; and • an estimate of costs to dismantle and remove the underlying asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease contract. Right-of-use assets are depreciated on a straight-line basis over the lesser of i) the estimated useful life of the underlying assets; and ii) the lease term. Lease liabilities Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement date over the lease term. The present value of the lease payments is determined using the lessee’s incremental borrowing rate at the commencement date if the interest rate implicit in the lease is not readily determinable. The incremental borrowing rate is a function of the lessee’s incremental borrowing rate, the nature of the underlying asset, the location of the asset, the length of the lease and the currency of the lease contract. Generally, the Corporation uses the lessee’s incremental borrowing rate for the present value. At the commencement date, lease payments generally include fixed payments, less any lease incentives receivable, variable lease payments that depend on an index (e.g. based on inflation index) or a specified rate, lease extension options, |
Acquisition of SugarLeaf Labs
Acquisition of SugarLeaf Labs | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Business Combinations [Abstract] | |
Acquisition of SugarLeaf Labs | 4. Acquisition of SugarLeaf Labs: On July 24, 2019, Neptune completed the acquisition of the assets of SugarLeaf. Neptune paid an initial consideration for SugarLeaf of $23,737,370 (US $18,062,220), a combination of $15,770,400 (US $12,000,000) in cash and $7,966,970 (US $6,062,220) or 1,587,301 in common shares. Additionally, by achieving certain annual adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") and other performance targets, earnouts could reach $173,474,400 (US $132,000,000). A portion of the earnout is to be paid by the issuance of a fixed number of shares upon the achievement of certain performance targets. The three additional earnout payments are to be paid over the next three years with a combination of cash or common shares, with at least 50% in cash. As at July 24, 2019, the Corporation recorded $114,965,763 as contingent consideration, which represented its fair value at the date of acquisition, net of the initial consideration paid. Of the total contingent consideration, an amount of $20,589,908 was classified as contributed surplus, representing the fair value at the date of acquisition of the fixed number of shares that are required to be issued upon the achievement of certain performance targets. The contingent consideration classified as contributed surplus will not be remeasured and settlement is accounted for in equity. Contingent consideration of $94,375,855 was classified as a liability representing the present value of the expected payout in cash or a variable number of common shares for the earnouts of the next three years. The contingent consideration classified as a liability is required to be remeasured at fair value at each reporting date and subsequent changes to the fair value will be recognized in the statement of earnings. As at March 31, 2020, the fair value of the contingent consideration liability was revalued to nil (refer to change in fair value of contingent consideration below). The acquisition has been accounted for using the acquisition method with the results of the operations of SugarLeaf being included in the consolidated financial statements since the date of acquisition. The contingent consideration liability is included in Level 3 of the fair value hierarchy. The fair value was determined considering the expected earnout payments, discounted to present value using a risk-adjusted discount rate of 16% for cash based payments and 26.3% for earnout payments payable in cash or common shares. The risk-adjusted discount rate was calculated based on SugarLeaf’s weighted average cost of capital. The key unobservable inputs used related to the risk-adjusted discount rate, forecasted sales growth and EBITDA, growth margin as well as projected selling, general and administrative expenses. Varying the above risk-adjusted discount rate to reflect a 1% movement would have the following effects on the contingent consideration at the acquisition date, assuming that all other variables remained constant: Increase Decrease Effect of change in assumption on: Contingent consideration - Classified as a liability $ (1,076,784 ) $ 1,105,768 Contingent consideration - Classified as contributed surplus (55,764 ) 56,704 $ (1,132,548 ) $ 1,162,472 Varying the above hemp derived CBD refined oil pricing to reflect a 10% movement would have the following effects on the contingent consideration at the acquisition date, assuming that all other variables remained constant: Increase Decrease Effect of change in assumption on: Contingent consideration - Classified as a liability $ 5,765,653 $ (18,166,584 ) Contingent consideration - Classified as contributed surplus — — $ 5,765,653 $ (18,166,584 ) The initial cash consideration of this transaction was funded with the proceeds of the private placement. On July 18, 2019, the Corporation completed a private placement of 9,415,910 common shares with both existing and new institutional investors resulting in gross proceeds to the Corporation of approximately $53,970,867 (US $41,430,004). Transaction costs related to the Private Placement amounted to approximately $2,538,736 resulting in net proceeds of $51,432,131 (note 14 (g)). The following table summarizes the purchase price of the acquisition, the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date: Adjusted Final Consideration Assets acquired Trade and other receivables $ 151,178 Inventories 1,130,965 Property and equipment 1,936,574 Right-of-use asset 499,797 Customer relationships 9,173,116 Farmer relationships 12,208,918 25,100,548 Liabilities assumed Trade and other payables $ 125,956 Lease liability 522,843 648,799 Net assets acquired 24,451,749 Goodwill 115,817,746 Gross purchase consideration $ 140,269,495 Less: Settlement of pre-existing relationship (1,566,362 ) Purchase price $ 138,703,133 Consist of: Cash $ 15,770,400 Common shares 7,966,970 Contingent consideration - Classified as a liability 94,375,855 Contingent consideration - Classified as contributed surplus 20,589,908 Purchase price $ 138,703,133 The Corporation has recorded an adjustment to its previously reported preliminary purchase price allocation reported in prior quarters to reclassify $70,748 from property and equipment to goodwill. Through SugarLeaf, Neptune establishes a U.S.-based hemp extract supply chain, gaining a 24,000 square foot facility located in North Carolina. SugarLeaf's cold ethanol processing facility uses hemp cultivated by licensed American growers to yield high-quality full and broad-spectrum hemp extracts. The 2018 Farm Bill, which was signed into law on December 20, 2018, amended federal law to provide that all parts of the cannabis plant (including its cannabinoids, derivatives and extracts) containing a delta-9 THC concentration of not more than 0.3% on a dry weight basis would be classified as hemp and would no longer be considered controlled substances. However, despite the passage of the 2018 Farm Bill, there remains a patchwork of Federal and State legislation and uncertainties in their application that could materially impact the Company's business and financial condition. Additionally, demand for products containing cannabis, hemp or their derivatives is dependent on a number of social, political and economic factors that are beyond the Company's control, each of which could cause price fluctuations or decreases in market demand or supply that could adversely affect the Company's business, financial condition, results of operations and prospects. From the date of acquisition, the SugarLeaf business has contributed $2,681,688 to the total revenues from sales and services and $12,340,025 to the consolidated loss from operating activities excluding the impairment loss on goodwill of SugarLeaf. Had this business acquisition been effected as at the beginning of the 2020 fiscal year, management estimates that the Corporation’s total revenues from sales and services for the year ended March 31, 2020 would have been approximately $29,232,317 and the consolidated loss from operating activities excluding the impairment loss on goodwill for the year ended March 31, 2020 would have been approximately $72,554,121. The Corporation considers these pro-forma figures to represent an initial approximate measure of the performance of the combined Corporation and to provide an initial reference point of comparisons in future periods. In determining these amounts, management has assumed the fair value adjustments, and acquisition costs related to this business combination, would have been the same as if the acquisition would have occurred on April 1, 2019. Neptune and SugarLeaf were parties to a pre-existing agreement under which Neptune made prepayments for the purchase of product from SugarLeaf of $1,566,362. The pre-existing relationship was effectively terminated when Neptune acquired SugarLeaf. Acquisition-related costs for the year ended March 31, 2020 of $2,210,727 have been excluded from the consideration transferred and have been recognized as an expense within selling, general and administrative expenses in the consolidated statement of earnings and comprehensive loss and within the corporate segment. The fair value, as well as the gross amount of the trade accounts receivable amount to $151,178 of which a negligible amount was expected to be uncollectible at the acquisition date. The goodwill recognized in connection with this acquisition is primarily attributable to synergies with existing business, and other intangibles that do not qualify for separate recognition including assembled workforce. Goodwill has been allocated to the cannabis segment, which represents the lowest level at which goodwill is monitored internally. Goodwill and intangible assets are deductible for income tax purposes. As at March 31, 2020, the purchase price allocation is final. Change in fair value of contingent consideration liability: Balance at April 1, 2019 $ – Additions through a business combination 94,375,855 Change in fair value (97,208,166 ) Effect of movements in exchange rates 2,832,311 Balance at March 31, 2020 $ — The contingent consideration liability is included in Level 3 of the fair value hierarchy. The fair value of the contingent liability was remeasured as at March 31, 2020 which included consideration of revised expected earnout payments, discounted at 15.0% for payments to be paid in cash (16.0% at acquisition) and 20.0% for payments to be paid in cash or in shares (26.3% at acquisition). The risk-adjusted discount rates were calculated based on SugarLeaf’s weighted average cost of capital and incorporate risk factors specific to each category of contingent consideration. The decrease in risk-adjusted discount rates from the acquisition date is due to the decrease in the inherent risk of the projected cash flows used to estimate payments. The key unobservable inputs used related to the risk-adjusted discount rate, forecasted sales growth and EBITDA, growth margin as well as projected selling, general and administrative expenses. The forecasted sales growth and EBITDA decreased materially from those used at the date of acquisition due to a decline in hemp derived CBD refined oil pricing to $1,310 per kilogram at March 31, 2020 ($5,000 at acquisition), as well as a decrease in forecasted sales volumes. Varying the above risk-adjusted discount rate to reflect a 1% movement or the above hemp derived CBD refined oil pricing to reflect a 10% movement in the price, assuming all other variables remain constant, would have an impact of nil on the contingent consideration at March 31, 2020. |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Mar. 31, 2020 | |
Trade And Other Current Receivables [Abstract] | |
Trade and other receivables | 5. Trade and other receivables: March 31, March 31, 2020 2019 Trade receivables $ 8,836,645 $ 4,889,612 Sales taxes receivable 747,061 697,561 Accrued and other receivables 1,190,640 136,487 Tax credits receivable 14,336 49,685 Grants receivables 4,889 33,043 $ 10,793,571 $ 5,806,388 The Corporation’s exposure to credit and foreign exchange risks related to trade and other receivables is presented in note 20 (b). |
Inventories
Inventories | 12 Months Ended |
Mar. 31, 2020 | |
Classes Of Inventories [Abstract] | |
Inventories | 6. Inventories: March 31, March 31, 2020 2019 Raw materials $ 5,065,731 $ 3,410,613 Work in progress 2,790,815 281,027 Finished goods 553,828 635,914 Supplies and spare parts 682,164 710,607 $ 9,092,538 $ 5,038,161 Cost of sales for the year ended March 31, 2020 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Property Plant And Equipment [Abstract] | |
Property, plant and equipment | 7. Property, plant and equipment: Building Laboratory, Furniture and building R&D and plant and office Computer Land components equipment equipment equipment Total Cost: Balance at March 31, 2018 $ 228,630 $ 23,163,119 $ 26,901,440 $ 445,360 $ 372,111 $ 51,110,660 Additions — 2,290,779 5,206,225 783 100,560 7,598,347 Disposals — — (40,000 ) — — (40,000 ) Balance at March 31, 2019 228,630 25,453,898 32,067,665 446,143 472,671 58,669,007 Additions through a business acquisition (note 4) — 1,161,182 683,498 89,288 2,606 1,936,574 Additions — 5,488,474 8,229,923 74,902 172,657 13,965,956 Disposals — — (12,145 ) — (2,788 ) (14,933 ) Effect of movements in exchange rates — 81,288 45,957 6,251 182 133,678 Balance at March 31, 2020 $ 228,630 $ 32,184,842 $ 41,014,898 $ 616,584 $ 645,328 $ 74,690,282 Accumulated depreciation: Balance at March 31, 2018 — 3,451,791 5,276,487 295,464 277,342 9,301,084 Disposals — — (7,667 ) — — (7,667 ) Depreciation for the year — 771,634 1,509,432 30,840 39,711 2,351,617 Balance at March 31, 2019 — 4,223,425 6,778,252 326,304 317,053 11,645,034 Disposals — — (361 ) — (407 ) (768 ) Depreciation for the year — 872,351 2,023,525 38,952 70,189 3,005,017 Effect of movements in exchange rates — 1,920 9,515 773 217 12,425 Balance at March 31, 2020 $ – $ 5,097,696 $ 8,810,931 $ 366,029 $ 387,052 $ 14,661,708 Net carrying amounts: March 31, 2019 $ 228,630 $ 21,230,473 $ 25,289,413 $ 119,839 $ 155,618 $ 47,023,973 March 31, 2020 228,630 27,087,146 32,203,967 250,555 258,276 60,028,574 From the balance of property, plant and equipment, an amount of $8,263,652 (2019 - $5,181,494) represents assets which are not yet in service as at March 31, 2020. Depreciation expense has been recorded in the following accounts in the consolidated statements of earnings and comprehensive income (loss): Years ended March 31, March 31, 2020 2019 Cost of sales $ 2,755,243 $ — Research and development expenses — 2,115,631 Selling, general and administrative expenses 249,774 235,986 $ 3,005,017 $ 2,351,617 |
Leases
Leases | 12 Months Ended |
Mar. 31, 2020 | |
Lease [Abstract] | |
Leases | 8. Leases: The Corporation has entered into lease contracts mainly for its premises, which expire through the year 2024. (a) Right-of-use assets Buildings Equipment Total Balance as at April 1 st $ 1,138,729 $ 38,015 $ 1,176,744 Business acquisition (note 4) 499,797 – 499,797 Additions – 54,063 54,063 Amortization for the period (364,740 ) (13,569 ) (378,309 ) Effect of movements in exchange rates 33,959 – 33,959 Balance as at March 31, 2020 $ 1,307,745 $ 78,509 $ 1,386,254 Amortization of right-of-use assets is included in the consolidated statement of earnings and comprehensive income (loss Year ended March 31, 2020 Included in cost of sales $ 56,378 Included in general and administrative expenses 321,931 Total amortization $ 378,309 The Corporation recorded a revenue of $111,366 for the year ended March (b) Lease liabilities The following table summarizes the lease liabilities amounts recognized in the consolidated statement of financial position as at March March 31, 2020 Current $ 450,125 Non-current 1,141,314 The following table summarizes changes to the lease liabilities for the year ended March 31, 2020: Year ended March 31, 2020 Balance as at April 1 st $ 1,362,362 Business acquisition (note 4) 522,843 Additions 54,063 Payments (490,831 ) Interest expense 106,337 Effect of movements in exchange rate 36,665 Balance as at March 31, 2020 $ 1,591,439 (c) Cash outflow for leases recognized in the consolidated statement of cash flows Year ended March 31, 2020 Operating activities: Cash outflow for non-lease components not included in the measurement of lease liabilities $ (27,378 ) Cash inflow for income from sublease 111,366 $ 83,988 Financing activities: Cash outflow for principal portion of lease liabilities $ (384,494 ) Cash outflow for interest portion of lease liabilities - included within interest paid (106,337 ) $ (490,831 ) Total net cash outflow for leases $ (406,843 ) Interest expense on leases liabilities for the year ended March 31, 2020 of $106,337 is presented under finance costs (note Expense for non-lease components presented in selling, general and administrative expenses amounted to $27,378 for the year ended March 31, 2020. Prior the adoption of IFRS 16, during the year ended March 31, 2019, an amount of $295,892 was recognized as an expense in respect of operating leases. An amount of $247,554 has been recorded in selling, general and administrative expenses, nil has been recorded in cost of sales and $48,338 has been recorded in research and development. Included in these amounts are the Corporation’s share of operating costs and taxes under the terms of the leases, in the amount of $58,304 and $109,402, respectively. (d) Maturity analysis – contractual undiscounted cash flows March 31, 2020 Less than 1 year $ 556,742 Between 1 and 5 years 1,292,002 More than 5 years – Total contractual undiscounted cash flows of lease liabilities $ 1,848,744 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Intangible Assets And Goodwill [Abstract] | |
Intangible assets and goodwill | 9 . Intangible assets and goodwill: Non-compete Customer Farmer License Website and Computer Goodwill agreements relationships relationships Patents agreements trademarks software Total Cost: Balance at March 31, 2018 $ 6,750,626 $ 400,000 $ 4,100,000 $ — $ 360,820 $ 2,305,803 $ — $ 71,271 $ 13,988,520 Additions — — — — 2,745,840 — 301,829 3,047,669 Balance at March 31, 2019 6,750,626 400,000 4,100,000 — 360,820 5,051,643 — 373,100 17,036,189 Additions through a business acquisition (note 4) 115,817,746 — 9,173,116 12,208,918 — — — — 137,199,780 Additions — — — — — 61,455 119,616 — 181,071 Effect of movements in exchange rates 8,107,771 — 642,160 854,680 — — — — 9,604,611 Balance at March 31, 2020 $ 130,676,143 $ 400,000 $ 13,915,276 $ 13,063,598 $ 360,820 $ 5,113,098 $ 119,616 $ 373,100 $ 164,021,651 Accumulated amortization: Balance at March 31, 2018 $ — $ 297,111 $ 920,767 $ — $ 360,820 $ 351,562 $ — $ — $ 1,930,260 Amortization for the year — 102,889 410,004 — — 181,716 — 10,096 704,705 Balance at March 31, 2019 — 400,000 1,330,771 — 360,820 533,278 — 10,096 2,634,965 Amortization for the year — — 1,030,433 2,745,599 — 1,145,681 4,578 74,619 5,000,910 Impairment loss 85,548,266 — — — — — — — 85,548,266 Effect of movements in exchange rates 2,794,703 — 33,923 157,423 — — — — 2,986,049 Balance at March 31, 2020 $ 88,342,969 $ 400,000 $ 2,395,127 $ 2,903,022 $ 360,820 $ 1,678,959 $ 4,578 $ 84,715 $ 96,170,190 Net carrying amounts: March 31, 2019 $ 6,750,626 $ — $ 2,769,229 $ — $ — $ 4,518,365 $ — $ 363,004 $ 14,401,224 March 31, 2020 42,333,174 — 11,520,149 10,160,576 — 3,434,139 115,038 288,385 67,851,461 Amortization expense has been recorded in the following accounts in the consolidated statements of earnings and comprehensive income (loss): Years ended March 31, March 31, 2020 2019 Cost of sales $ 40,384 $ — Research and development expenses — 10,096 Selling, general and administrative expenses 4,960,526 694,609 $ 5,000,910 $ 704,705 An impairment test of goodwill is performed on an annual basis, or more frequently if an impairment indicator is triggered. Impairment is determined by assessing the recoverable amount of the group of CGUs to which goodwill is allocated and comparing it to the CGUs’ carrying amount. For the purpose of impairment testing, this represents the lowest level within the Corporation at which the goodwill is monitored for internal management purposes. The aggregate amount of goodwill is allocated to each CGU as follows: March 31, March 31, 2020 2019 Biodroga - Nutraceutical segment $ 3,283,626 $ 6,750,626 SugarLeaf - Cannabis segment 39,049,548 — $ 42,333,174 $ 6,750,626 During the third quarter of 2020, management determined there was an impairment indicator due to a decline in hemp derived CBD refined oil pricing as well as a decrease in forecasted sales volumes for the SugarLeaf CGU. The recoverable amount of the SugarLeaf CGU was determined using the value-in-use basis, and was determined to be lower than the carrying value, resulting in a goodwill impairment loss of $44,096,585. During the fourth quarter of 2020, the hemp derived CBD refined oil pricing continued to face a decline and the forecasted sales volume continued to decrease. As a result, during the fourth quarter of 2020, the Corporation recorded an additional goodwill impairment loss of $37,984,681 as it concluded that the recoverable amount based on the value in use was less than the carrying value of the CGU. The value in use was estimated using discounted cash flow forecasts with a pre-tax discount rate of 18% for the third and fourth quarter impairment tests. The discount rate represents the weighted average cost of capital ("WACC") for comparable companies operating in similar industries as the CGU, based on publicly available information. Determination of the WACC requires separate analysis of the cost of equity and debt, and considers a risk premium based on an assessment of risk related to the projected cash flows of the CGU. The recoverable amount of the SugarLeaf CGU at March 31, 2020 is $69,395,970. Cash flows were projected using actual operating results, past experience and five-year financial budgets that reflect current economic conditions and include a terminal growth rate of 2.5% for the third and fourth quarter impairment tests. The Corporation performed its annual impairment testing of the nutraceutical goodwill as at March 31, 2020. The recoverable amount of Biodroga operations CGU was determined using the value-in-use basis, and was determined to be lower than the carrying value, as such an impairment expense of $3,467,000 was recorded in the year ended March 31, 2020. The value-in-use of the CGU was estimated using discounted cash flow forecasts with a pre-tax discount rate of 14.25%. The discount rate represents the WACC for comparable companies operating in similar industries as the CGU, based on publicly available information. Determination of the WACC requires separate analysis of the cost of equity and debt, and considers a risk premium based on an assessment of risks related to the projected cash flows of the CGU. Cash flows were projected based on past experience, actual operating results and the three-year business plan including a terminal growth rate of 2.0%. The assumptions used by the Corporation in the cash flow forecast discounting model are classified as Level 3 in the fair value hierarchy, signifying that they are not based on observable market data. The model is particularly sensitive to the future expected cash flows in the upcoming periods, should these not be realized, an impairment loss may be needed in future periods. |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Mar. 31, 2020 | |
Trade And Other Current Payables [Abstract] | |
Trade and other payables | 10 . Trade and other payables: March 31, March 31, 2020 2019 Trade payables $ 5,157,772 $ 3,002,341 Accrued liabilities and other payables 3,271,958 3,319,546 Employee salaries and benefits payable 3,089,673 1,434,567 Short-term portion of long-term payables 932,266 762,785 $ 12,451,669 $ 8,519,239 The Corporation’s exposure to foreign exchange and liquidity risks related to trade and other payables is presented in note 20 (b). |
Loans and Borrowings
Loans and Borrowings | 12 Months Ended |
Mar. 31, 2020 | |
Borrowings [Abstract] | |
Loans and borrowings | 11 . Loans and borrowings: This note provides information about the contractual terms of the Corporation’s loans and borrowings, which are measured at amortized cost. March 31, March 31, 2020 2019 Loans and borrowings: Revolving facility of $5,000,000 secured through a first-ranking mortgage on all movable assets of Biodroga current and future, corporeal and incorporeal, and tangible and intangible. The Corporation is subject to certain financial covenants under this secured facility. As at March 31, 2020, Neptune was in compliance with these financial covenants. Amounts are net of transaction costs of $69,073. (i) $ 3,180,927 $ — Loan, bearing interest at prime rate plus 1.70%, secured through a first-ranking mortgage on all movable assets of Biodroga current and future, corporeal and incorporeal, and tangible and intangible, reimbursed during the year. — 2,846,501 Authorized bank line of credit of $2,500,000 bearing interest at prime rate plus 0.50%, reimbursed and extinguished during the year. — 620,000 3,180,927 3,466,501 Less current portion of loans and borrowings 3,180,927 3,466,501 Loans and borrowings $ — $ — (i) During the year ended March 31, 2020, Neptune closed a revolving line of credit with a large Canadian financial institution for an amount of $5,000,000 to support the nutraceutical segment. As at March 31, 2020, the Corporation has drawn banker’s acceptances for $3,250,000 with maturity dates from May 28, 2020 to June 1 st Some of the proceeds resulting from the private placement (refer to note 14 (g)) were used to completely reimburse the loan and the bank line of credit during the year ended March 31, 2020. During the year ended March 31, 2020, interest expense of $337,096 (2019 - $284,032) was recognized on loans and borrowings. The Corporation’s exposure to liquidity risks related to loans and borrowings is presented in note 20 (b). |
Provisions
Provisions | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Other Provisions [Abstract] | |
Provisions | 12. Provisions (a) During the year ended March 31, 2019, the Corporation received a judgment from the Superior Court of Québec (the “Court”) regarding certain previously disclosed claims made by a corporation controlled by a Corporation’s former chief executive officer (a “Former CEO”) against the Corporation in respect of certain royalty payments alleged to be owed and owing to a Former CEO pursuant to the terms of an agreement entered into on February 23, 2001 between Neptune and a Former CEO (the “Agreement”). The Corporation had also filed a counterclaim against a Former CEO disputing the validity and interpretation of certain clauses contained in the Agreement and claiming the repayment of certain amounts previously paid to a Former CEO pursuant to the terms of the Agreement. Under the terms of the Agreement, it was alleged by a Former CEO that annual royalties be payable to a Former CEO, with no limit to its duration, of 1% of the sales and other revenues made by Neptune; the interpretation of which was challenged by the Corporation. Pursuant to the judgment rendered on March 21, 2019, which Neptune has appealed, the Court ruled in favour of a Former CEO and rejected the counterclaim filed by the Corporation. As a result, the Court awarded a Former CEO payments determined by the Court to be owed under the Agreement of 1% of all sales and revenues of the Corporation incurred since March 1, 2014, which final payments remain to be determined taking into account interest, judicial cost and other expenses. The Court also declared that, pursuant to the terms of the Agreement, the royalty payments of 1% of the future sales and other revenue made by the Corporation on a consolidated basis are to be payable by the Corporation to a Former CEO biannually, but only to the extent that the cost of the royalty would not cause the Corporation to have a negative earnings before interest, taxes and amortization (in which case, the payments would be deferred to the following fiscal year). A litigation provision of $2,130,074 was recorded in the consolidated statement of financial position of the year ended March 31, 2019 to cover the estimated cost of the judgement in accordance with the ruling above, including legal and administrative proceedings, and also estimated legal fees for the appeal. During the year ended March 31, 2020, the Corporation paid $1,200,537 related to the portion of the judgment not contested by Neptune and also paid $106,817 in legal fees for the appeal. During the year ended March 31, The timing of cash outflows of litigation provision is uncertain as it depends upon the outcome of the appeal. Management does not believe it is possible to make assumptions on the evolution of the cases beyond the statement of financial position date. On May 17, 2019, the Corporation’s Motion for leave to appeal (b) In addition to the above, a Former CEO of the Corporation was claiming the payment of approximately $8,500,000 and the issuance of equity instruments for severance entitlements under his employment contract terminated in April 2014. On May 10, 2019, Neptune announced a settlement regarding these claims. Pursuant to the agreement entered, Neptune agreed to issue 600,000 common shares from treasury (in accordance with securities regulation) and transfer 2,100,000 shares of Acasti held by the Corporation to a Former CEO. The common shares of Acasti transferable to a Former CEO of $2,835,000 were presented as current other assets in the statement of financial position of the year ended March 31, 2019 (note 20 (a)). In addition, Neptune agreed to reimburse nominal legal fees. As at March 31, 2019, a provision of $5,834,502 was recorded in the consolidated statement of financial position relating to this settlement. During the year ended March 31, 2020, the 2,100,000 shares in Acasti held by the Corporation were transferred and the 600,000 common shares from treasury were issued to a Former CEO. Neptune received full and final release on all claims in connection with this case. |
Long-term Payables
Long-term Payables | 12 Months Ended |
Mar. 31, 2020 | |
Long Term Payable [Abstract] | |
Long-term payables | 13. Long-term payables: (a) On September 30, 2016, Neptune through its subsidiary Biodroga entered into an exclusive, worldwide and royalty bearing commercial agreement with Ingenutra Inc. for its patented and clinically studied MaxSimil specialty ingredient. The agreement provides Neptune with the right to manufacture, distribute and sell MaxSimil in the nutraceutical field. As at September 30, 2016, Neptune has recorded an intangible asset of $935,804 at the discounted fair value (US$850,000) and a long-term payable of the same amount. During the year ended March 31, 2020, the Corporation signed a termination agreement with Ingenutra Inc. which provides the Corporation to pay the remaining royalties attributable to the intangible asset in quarterly instalments until July 2021. Under the initial agreement, a royalty fee of $376,940 has been recorded in cost of sales for the year ended March 31, 2020 (2019 - $341,825) in the consolidated statements of earnings and comprehensive loss. As at March 31, 2020, the short-term and long-term payable to Ingenutra Inc. are respectively $362,266 and $106,886 (2019 - $542,285 and $111,686). The short-term portion is included in Trade and other payables in the consolidated statement of financial position. The minimum annual volumes to be reached according to the agreement are terminated under the termination agreement. At the same date, the Corporation signed an agreement for the same patents with the founder of the speciality agreement. In connection with this new agreement, Neptune must pay royalties based on sales, using this specialty ingredient. Minimum annual volumes must be reached for the duration of the agreement of 8 years (refer to note 21 (a)(i)). (b) On December 21, 2018, Neptune entered into a multi-year IP licencing and capsule agreement with Lonza, a global leader in the life sciences industry. On that date, Neptune has recorded an intangible asset of $2,718,208 with a corresponding amount in liabilities. The amount of liabilities consisted of an upfront payment of $1,768,260 (US$1,300,000), which was paid in February 2019, and payments in the next twelve months based on minimum volume commitments of $147,000 and future royalty payments based on minimum volume commitments, irrespective of the volume achieved, with a present value of $802,948. In addition, all royalties based on net sales of capsules greater than the minimum volume requirements will be recorded as incurred in cost of goods sold. The intangible asset will be amortized over a 31 months period and the expense will be presented in the cost of goods sold. This 5 year agreement also includes a supply agreement for empty capsules. As at March 31, 2020, the short-term and long-term payable to Lonza are respectively $570,000 and $448,554 (2019 - $220,500 and $743,651). The short-term portion is included in Trade and other payables in the consolidated statement of financial position. During the year ended March 31, 2020, the Corporation recorded a penalty fee for late commercialization according to the agreement of $158,064 in the cost of sales in the consolidated statement of earnings and comprehensive income (loss). |
Capital and other components of
Capital and other components of equity | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Share Capital Reserves And Other Equity Interest [Abstract] | |
Capital and other components of equity | 1 4 . Capital and other components of equity: (a) Share capital: Authorized capital stock: Unlimited number of shares without par value: ➢ Common shares Preferred shares, issuable in series, rights, privileges and restrictions determined at time of issuance: ➢ Series A preferred shares, non-voting, non-participating, fixed, preferential and non-cumulative dividend of 5% of paid-up capital, exchangeable at the holder’s option under certain conditions into common shares (none issued and outstanding). (b) Share options exercised: During the year ended March 31, 2020, Neptune issued 2,067,418 common shares of the Corporation upon exercise of options at a weighted average exercise price of $1.90 per common share for a total cash consideration of $3,930,424. During the year ended March 31, 2019, Neptune issued 1,047,523 common shares of the Corporation upon exercise of options at a weighted average exercise price of $1.62 per common share for a total cash consideration of $1,697,933. (c) DSUs released: During the year ended March 31, 2020, Neptune issued 333,279 common shares of the Corporation to former CEO, former Chief Financial Officer and to former member of the Board of Directors at a weighted average price of $1.48 per common share for past services. During the year ended March 31, 2019, Neptune issued 135,557 common shares of the Corporation to former members of the Board of Directors at a weighted average price of $1.51 per common share for past services. ( d ) RSUs released: During the year ended March 31, 2020, Neptune issued 437,849 common shares of the Corporation to the CEO as part of his employment agreement at a weighted average price of $5.80 per common share. Withholding taxes of $962,077 were paid pursuant to the issuance of these RSUs resulting in the Corporation not issuing an additional 262,153 RSUs. (e ) Provision and liability settled in shares: During the year ended March 31, 2020, Neptune issued 600,000 common shares of the Corporation to a Former CEO of the Corporation as part of a settlement regarding severance entitlements under his employment contract terminated in April 2014 (refer to note 12 (b)). During the year ended March 31, 2019, Neptune issued 630,681 common shares of the Corporation at a price of $1.35 per common share as final payment of a liability of $858,000 (US$625,000). Total issuance costs related to this transaction amounted to $9,930 and were recorded against share capital. ( f ) Warrants: The warrants of the Corporation are composed of the following as at March 31, 2020 and 2019: March 31, March 31, 2020 2019 Number Number Number Number outstanding vested Amount outstanding vested Amount Warrants IQ financing ( i ) — — $ — 750,000 750,000 $ 648,820 Warrants IFF (ii) 2,000,000 — 388,281 — — — Warrants AMI (iii) 4,175,000 3,300,000 18,209,495 — — — 6,175,000 3,300,000 $ 18,597,776 750,000 750,000 $ 648,820 (i) During the year ended March 31, 2020, Neptune issued 750,000 common shares of the Corporation for warrants exercised for a total cash consideration of $2,527,500. (ii) During the year ended March 31, 2020, Neptune granted 2,000,000 warrants with an exercise price of US$12.00 expiring on November 7, 2024. The warrants, granted in exchange for services to be rendered by nonemployees, vest in four equal biannual installments, starting on May 7, 2020. As at March 31, 2020, the fair value of the services to be rendered has been estimated using the fair value of the warrants using the Black-Scholes option pricing model to be $999,443 (US$0.7 million) of which $388,281 was recognized as an expense during the year ended March 31, 2020. The Corporation used a risk-free rate of 1.70%, a volatility of 81% and a contractual life of 5 years in the model. These inputs are classified as Level 3 in the fair value hierarchy. Each quarter-end, the fair value of the non vested warrants will be revaluated. (iii) During the year ended March 31, 2020, Neptune granted 4,175,000 warrants with an exercise price of US$8.00 expiring on October 3, 2024 and February 5, 2025. The warrants, granted in exchange for services to be rendered by non-employees, vest proportionally to the services rendered. The fair value of the warrants is based on the fair value of the services which are reliably measurable. The fair value has been estimated to $23,131,195 (US$16.7 million) of which $18,209,495 was recognized as an expense during the year ended March (g) Private placement: On July 18, 2019, Neptune completed a private placement of 9,415,910 common shares of the Corporation at a purchase price of US$4.40 per common share for total gross proceeds to the Corporation of $53,970,867 (US$41,430,004). Total issue costs related to this transaction amounted to $2,538,736 and were recorded against share capital. (h) At-The-Market Offering: On March 11, 2020, Neptune entered into an Open Market Sale Agreement with Jefferies LLC pursuant to which the Corporation may from time to time sell, through at-the-market (ATM) offerings with Jefferies LLC acting as sales agent, such common shares as would have an aggregate offer price of up to $70,310,000 (US$50,000,000). The Corporation sold a total of 4,159,086 common shares of the Corporation through the ATM over the NASDAQ stock market, for gross proceeds of (US$4,971,104) and net proceeds of $6,760,099. The 3% commissions paid and transaction costs amounted to The shares were sold at the prevailing market prices which resulted in a weighted average price of per share. Subsequent to year-end, the Corporation sold a total of 5,411,649 shares through the ATM program over the NASDAQ stock market, for gross proceeds of $19,229,883 and net proceeds of $18,652,987. The 3% commissions paid and transaction costs amounted to $843,835. The shares were sold at the prevailing market prices which resulted in an average of approximately US$2.53 per share. (i) SugarLeaf Acquisition: On July 24 2019, as part of the initial consideration paid for the acquisition of SugarLeaf, Neptune issued 1,587,301 common shares of the Corporation for total consideration of $7,966,970, representing the fair value of the common shares at the date of acquisition (refer to note |
Personnel Expenses
Personnel Expenses | 12 Months Ended |
Mar. 31, 2020 | |
Personnel Expenses [Abstract] | |
Personnel expenses | 15 . Personnel expenses: Years ended March 31, March 31, 2020 2019 Salaries and other short-term employee benefits $ 17,245,401 $ 7,665,614 Severance 385,182 — Share-based compensation 16,471,766 3,712,415 $ 34,102,349 $ 11,378,029 |
Finance Income and Finance Cost
Finance Income and Finance Costs | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Finance Income And Costs [Abstract] | |
Finance Income and Finance Costs | 16. Finance income and finance costs: (a) Finance income: Years ended March 31, March 31, 2020 2019 Interest income $ 151,219 $ 234,700 Foreign exchange gain 1,883,999 11,952 Finance income $ 2,035,218 $ 246,652 (b) Finance costs: Years ended March 31, March 31, 2020 2019 Interest charges and other finance costs $ (477,370 ) $ (455,136 ) Interest on lease liabilities (note 8) (106,337 ) — Finance costs $ (583,707 ) $ (455,136 ) |
Share-based Payments
Share-based Payments | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Share Based Payment Arrangement [Abstract] | |
Share-based payments | 17 . Share-based payments: At March 31, 2020, the Corporation had the following share-based payment arrangements: (a) Corporation stock option plan: ( i ) Stock option plan: The Corporation has established a stock option plan for directors, employees and consultants. Awards under the plan grants a participant the right to purchase a certain number of Common Shares, subject to certain conditions described below, at an exercise price equal to at least 100% of the Market Price (as defined below) of the Common Shares on the grant date. The “Market Price” of Common Shares as of a particular date shall generally mean the volume weighted average trading price of the Common Shares (VWAP), calculated by dividing the total value by the total volume of Common Shares traded for a relevant period on the TSX (and if listed on more than one stock exchange, then the highest of such closing prices) during the last ten (10) Business Days prior to the Grant Date (10-day VWAP). The terms and conditions for exercising options and purchasing the underlying Common Shares are set by the Board of Directors, and subject to, among others, the following limitations: the term of the options cannot exceed ten years and every stock option granted under the stock option plan will be subject to conditions no less restrictive than a minimum vesting period of 18 months with gradual and equal acquisition vesting on no less than a quarterly basis; the Corporation can issue a number of Common Shares not exceeding 25% of the number of Common Shares issued and outstanding at the time of any grant pursuant to the stock option plan; the total number of Common Shares issuable to a single holder pursuant to the stock option plan cannot exceed 20% of the Corporation’s total issued and outstanding Common Shares at the time of the grant, with the maximum of 2% for any one consultant. The number and weighted average exercise prices of stock options are as follows: 2020 2019 Weighted Weighted average average exercise Number of exercise Number of price options price options Options outstanding at April 1, 2019 and 2018 $ 2.02 9,651,085 $ 1.92 10,091,546 Granted 5.35 1,597,939 4.59 333,062 Exercised (note 14 (b)) 1.90 (2,067,418 ) 1.65 (747,523 ) Forfeited ( i ) 3.53 (1,139,179 ) 4.65 (26,000 ) Options outstanding at March 31, 2020 and 2019 $ 2.50 8,042,427 $ 2.02 9,651,085 Options exercisable at March 31, 2020 and 2019 $ 2.20 3,666,651 $ 1.99 3,390,310 2020 Options outstanding Exercisable options Weighted remaining Weighted Weighted contractual Number of number of average Exercise life options options exercise price outstanding outstanding exercisable price $1.24 - $1.91 1.42 931,248 759,152 $ 1.54 $1.92 - $2.05 2.23 4,294,779 1,291,779 1.98 $2.06 - $2.36 1.70 1,375,000 1,350,000 2.16 $2.37 - $5.19 4.10 622,161 140,720 4.60 $5.20 - $6.65 5.19 819,239 125,000 6.31 2.49 8,042,427 3,666,651 $ 2.20 (i) On July 8, 2019, Neptune announced the appointment of its new Chief Executive Officer (CEO) and Member of the Board of Directors following the resignation of the previous CEO. According to the immediately preceding CEO’s amended employment agreement, the immediately preceding CEO was entitled to his unvested options that vested on a pro-rata basis as of his termination employment date. As a result of applying the clauses of this agreement, 638,493 of his outstanding unvested options vested with an accelerated vesting date and 510,794 of his unvested options were forfeited at the separation date resulting in a stock-based compensation expense of $32,854 during the year ended March 31, 2020. The Vice-President & Chief Financial Officer (CFO) of the Corporation left the Corporation with an effective date of November 11, 2019. According to his separation agreement, the former Vice-President and CFO was entitled to his unvested options with an accelerated vesting date resulting in an expense of 264,274 during the year ended March 31, 2020. The fair value of options granted has been estimated according to the Black-Scholes option pricing model and based on the weighted average of the following assumptions for options granted to employees during the years ended March 31, 2020 and 2019: 2020 2019 Exercise price $ 5.35 $ 4.59 Share price $ 5.05 $ 4.82 Dividend ‒ ‒ Risk-free interest 1.47 % 1.92 % Estimated life (years) 4.17 3.39 Expected volatility 65.63 % 55.93 % The weighted average fair value of the options granted to employees during the year ended March 31, 2020 is $2.37 (2019 - $2.05). There were 100,000 options granted to non-employees during the year ended March 31, 2020 (nil for 2019). Stock-based compensation recognized under this plan amounted to $4,075,689 for the year ended March 31, 2020 (2019 - $3,577,748). (ii) Non-market performance options: On July 8, 2019, the Corporation granted 3,500,000 non-market performance options under the Corporation stock option plan at an exercise price of US$4.43 per share to the new CEO, expiring on July 8, 2029. These options vest after the attainment of non-market performance conditions within the following ten years. These non-market performance options required the approval of amendments to the stock option plan in the previous shareholders’ meeting and therefore the fair value of these options was revaluated on the shareholders’ meeting date. None of these non-market performance options have vested as at March 31, 2020. The number and weighted average exercise prices of performance options are as follows: 2020 Weighted average exercise Number of price options Options outstanding at April 1, 2019 $ — — Granted 5.90 3,500,000 Options outstanding at March 31, 2020 $ 5.90 3,500,000 The fair value of the CEO non-market performance options granted has been estimated according to the Black-Scholes option pricing model at the grant date using the following assumptions: Year ended March 31, 2020 Exercise price $ 5.90 Share price $ 6.42 Dividend ‒ Risk-free interest 1.59 % Estimated life (years) 10 Expected volatility 69.00 % The expected volatility was based on the historical volatility of the Corporation’s stock. The weighted average fair value of the non-market performance options granted to the CEO during the year ended March 31, 2020 is $4.86 The fair value at grant date is $17,011,365 and the period over which the expense is being recognized was initially up to 9.7 years. As at March 31, 2020, a change in the estimated probability of achievement of the non-market performance conditions resulted in a reversal of expense related to the last tranche not expected to vest, and the recognition of the expense related to the two first tranches over a longer number of years, ranging from 7.7 to 9.7 years. This change in the estimated probability of achievement of the non-market performance conditions resulted in a revised amount to be expensed of $9,720,798, of which an expense of $747,128 has already been recorded, thus the remaining unrecognized amount to be recognized over the remaining period is $8,973,670. Stock-based compensation recognized under this plan amounted to $747,124 for the year ended March 31, 2020 (2019 - nil). (iii) Market performance options: On July 8, 2019, the Corporation granted 5,500,000 market performance options under the Corporation stock option plan at an exercise price of US$4.43 per share to the new CEO, expiring on July 8, 2029. These options vest after the attainment of market performance conditions within the following ten years. Some of these market performance options required the approval of amendments to the stock option plan in the previous shareholders meeting and therefore the fair value of these options was revaluated on the shareholders meeting date. As at March 31, 2020, 750,000 market performance options had vested. The number and weighted average exercise prices of market performance options are as follows: 2020 2019 Weighted Weighted average average exercise Number of exercise Number of price options price options Options outstanding at April 1, 2019 and 2018 $ 1.55 25,000 $ 1.55 325,000 Granted 5.88 5,500,000 — — Exercised (note 14 (b)) — — 1.55 (300,000 ) Options outstanding at March 31, 2020 and 2019 $ 5.86 5,525,000 $ 1.55 25,000 Options exercisable at March 31, 2020 and 2019 $ 5.66 775,000 $ 1.55 25,000 2020 Options outstanding Exercisable options Weighted remaining Weighted Weighted contractual Number of number of average Exercise life options options exercise price outstanding outstanding exercisable price $1.55 0.55 25,000 25,000 $ 1.55 $5.88 9.28 5,500,000 750,000 5.80 9.24 5,525,000 775,000 $ 5.66 The fair value of market performance options granted has been estimated according to a risk-neutral Monte Carlo simulation pricing model based on the grant date following assumptions for options granted to the CEO: 2020 Exercise price $ 5.88 Share price $ 6.28 Dividend ‒ Risk-free interest 1.69 % Estimated life (years) 10 Expected volatility 68.13 % The expected volatility was based on the historical volatility of the Corporation’s stock. The weighted average fair value of the non-market performance options granted to the CEO during the year ended March 31, 2020 is $4.29 The fair value at grant date is $23,614,977 and the period over which the expense is being recognized is 9.78 years and will be recognized regardless of whether the market conditions are achieved. Stock-based compensation recognized under this plan amounted to $2,260,597 for the year ended March 31, 2020 (2019 - $40,942). Unrecognized compensation cost at March 31, 2020 is $21,354,380. (b) Deferred Share Units (‘’DSUs’’) and Restricted Share Units (‘’RSUs’’): The Corporation has established an equity incentive plan for employees, directors and consultants of the Corporation. The plan provides for the issuance of restricted share units, performance share units, restricted shares, deferred share units and other share-based awards, subject to restricted conditions as may be determined by the Board of Directors. Upon fulfillment of the restricted conditions, as the case may be, the plan provides for settlement of the awards outstanding through shares. 2020 2019 Weighted Weighted average average exercise Number of exercise Number of price DSUs price DSUs DSUs outstanding at April 1, 2019 and 2018 $ 1.56 448,387 $ 1.50 570,752 Granted 5.60 8,924 3.79 19,788 Forfeited 1.75 (75,719 ) 3.79 (6,596 ) Released through the issuance of common shares (note 14 (c)) 1.48 (333,279 ) 1.51 (135,557 ) DSUs outstanding at March 31, 2020 and 2019 $ 2.60 48,313 $ 1.56 448,387 DSUs exercisable at March 31, 2020 and 2019 $ 2.47 45,730 $ 1.50 285,089 Of the 48,313 DSUs outstanding as at March 31, 2020, 6,596 DSUs vested upon achievement of performance conditions, 11,058 DSUs vested upon services to be rendered during a period of twelve months from date of grant, 2,583 DSUs will vested after the completion of service to be rendered and 28,076 vested DSUs were granted for past services. The fair value of the DSUs is determined to be the share price at the date of grant and is recognized as stock-based compensation, through contributed surplus, over the vesting period. The weighted average fair value of the DSUs granted during the year ended March 31, 2020 was $5.60 (2019 - $3.79). Stock-based compensation recognized under this plan amounted to ($14,445) for the year ended March 31, 2020 (2019 - $93,725). As part of the employment agreement of the new CEO, the Corporation granted RSUs which vest over three years in 36 equal instalments. The fair value of the RSUs is determined to be the share price at the date of grant and is recognized as stock-based compensation, through contributed surplus, over the vesting period. The fair value of the RSUs granted during the year ended March 31, 2020 was $5.80 per unit. 2020 Weighted average share Number of price RSUs RSUs outstanding at April 1, 2019 $ — — Granted 5.80 2,800,000 Released through the issuance of common shares (note 14 (d)) 5.80 (437,849 ) Withheld as payment of withholding taxes (note 14 (d)) 5.80 (262,153 ) RSUs outstanding at March 31, 2020 $ 5.80 2,099,998 Stock-based compensation recognized under this plan amounted to $9,525,623 for the year ended March 31, 2020 (2019 - nil). Unrecognized compensation cost at March 31, 2020 is $6,718,656. Stock-based compensation is included in the consolidated statement of earnings and comprehensive income (loss Years ended March 31, March 31, 2020 2019 Included in cost of sales $ 330,691 $ — Included in selling, general and administrative expenses 15,888,976 2,666,000 Included in research and development expenses 374,921 1,046,415 Total stock-based compensation $ 16,594,588 $ 3,712,415 |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Income Tax [Abstract] | |
Income Taxes | 18 . Deferred taxes expense: 2020 2019 Origination and reversal of temporary differences $ (6,300,795 ) $ (5,016,319 ) Change in unrecognized deductible temporary differences 10,902,135 5,186,330 Deferred tax expense $ 4,601,340 $ 170,011 Reconciliation of effective tax rate: 2020 2019 Loss before income taxes $ (56,261,922 ) $ (23,021,688 ) Basic combined Canadian statutory income tax rate 1 26.58 % 26.68 % Income tax $ (14,954,419 ) $ (6,142,186 ) Increase (decrease) resulting from: Change in unrecognized deductible temporary differences 10,902,135 5,186,330 Permanent difference on impairment on goodwill 4,525,915 — Non-deductible stock-based compensation 4,410,842 990,472 Difference in statutory tax rates of foreign subsidiaries (190,567 ) — Other permanent differences and other (92,566 ) 135,395 Total tax expense $ 4,601,340 $ 170,011 1 The Canadian combined statutory income tax rate has decreased due to a reduction in the provincial statutory income tax rate. Recognized deferred tax assets and liabilities: The details of changes of deferred income taxes are as follows for the year ended March 31, 2020: Balance as at Foreign Balance as at March 31, exchange Recognized in March 31, 2019 effect net income 2020 Tax losses carried forward $ 5,926,010 $ 104,541 $ 1,902,655 $ 7,933,206 Research and development expenses 244,173 — 67,738 311,911 Intangible assets (1,041,732 ) 27,293 686,591 (327,848 ) Right-of-use assets — (5,165 ) (344,365 ) (349,530 ) Goodwill — (311,098 ) (6,744,802 ) (7,055,900 ) Property, plant and equipment (3,813,728 ) (37,777 ) (804,544 ) (4,656,049 ) Lease liabilities — 5,621 202,260 207,881 Tax credits receivable (40,555 ) — (8,330 ) (48,885 ) Prepaid royalty income (1,471,349 ) — 441,457 (1,029,892 ) $ (197,181 ) $ (216,585 ) $ (4,601,340 ) $ (5,015,106 ) The details of changes of deferred income taxes are as follows for the year ended March 31, 2019: Balance as at Balance as at March 31, Recognized in March 31, 2018 net income 2019 Tax losses carried forward $ 7,341,814 $ (1,415,804 ) $ 5,926,010 Research and development expenses 245,177 (1,004 ) 244,173 Intangible assets (1,196,882 ) 155,150 (1,041,732 ) Property, plant and equipment (4,463,815 ) 650,087 (3,813,728 ) Tax credits receivable (40,708 ) 153 (40,555 ) Prepaid royalty income (1,912,756 ) 441,407 (1,471,349 ) $ (27,170 ) $ (170,011 ) $ (197,181 ) As at March 31, 2020, no deferred tax liability was recognized for temporary differences arising from investments in subsidiaries because the Corporation controls the decisions affecting the realization of such liabilities and it is probable that the temporary differences will not reverse in the foreseeable future. As at March 31, 2020, the amounts and expiry dates of tax attributes and temporary differences, for which no tax assets have been recognized, which are available to reduce future years’ taxable income were as follows. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Corporation can utilise the benefits there from. Federal Provincial Tax losses carried forward 2035 $ 11,254,000 $ 6,276,000 2036 3,052,000 3,052,000 2037 9,050,000 10,499,000 2038 27,000 22,000 2039 9,971,000 10,595,000 2040 42,768,000 42,768,000 $ 76,122,000 $ 73,212,000 Research and development expenses, without time limitation $ 11,415,000 $ 16,091,000 Other deductible temporary differences, without time limitation $ 5,212,000 $ 5,212,000 As at March 31, 2020, the Corporation had realized and unrealized capital losses of $20,386,757 ($21,733,388 in 2019) that can be carried forward indefinitely, for which no deferred tax assets have been recognized. These losses may only be applied against future capital gains and the Corporation does not expect to generate capital gains in the near future. Tax credits receivable and recoverable: Tax credits receivable comprise research and development investment tax credits receivable from the provincial government amounting to $14,336 ($49,685 as at March 31, 2019) which relate to qualifiable research and development expenditures under the applicable tax laws. Tax credits recoverable of $184,470 ($152,464 as at March 31, 2019) comprise research and development investment tax credits recoverable against income taxes otherwise payable to the federal government. Unused federal Research and Development investment tax credits, for which no benefit has been recognized, may be used to reduce future federal income taxes payable and expire as follows: 2022 $ 76,000 2023 217,000 2024 75,000 2025 54,000 2026 91,000 2027 145,000 2028 64,000 2029 107,000 2030 206,000 2031 244,000 2032 129,000 2033 124,000 2034 106,000 2035 263,000 2036 210,000 2037 159,000 2038 63,000 2039 41,000 $ 2,374,000 The amounts recorded as tax credits receivable or recoverable are subject to a government tax audit and the final amount received may differ from those recorded. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosure | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Supplementary Cash Flow Information [Abstract] | |
Supplemental Cash Flow Disclosure | 19 . Supplemental cash flow disclosure: (a) Changes in operating assets and liabilities: March 31, March 31, 2020 2019 Trade and other receivables $ (5,005,467 ) $ (165,944 ) Prepaid expenses (2,895,616 ) (720,733 ) Inventories (4,737,264 ) 223,168 Trade and other payables 5,165,884 680,689 Deferred revenues 14,539 22,751 Provisions (1,226,873 ) 7,964,576 Changes in operating assets and liabilities $ (8,684,797 ) $ 8,004,507 (b) Non-cash transactions: March 31, March 31, 2020 2019 Acquired property, plant and equipment included in trade and other payables $ 1,637,180 $ 1,316,567 Intangible assets included in trade and other payables 712,553 557,480 Intangible assets included in long-term payables 379,948 841,134 Provision settled in shares of the Corporation (note 12 (b)) 3,312,000 — Deferred lease inducements against right-of-use assets for IFRS 16 transition (note 3 (q)(i))) 207,745 — Prepaid rent applied against right-of-use assets for IFRS 16 transition (note 3 (q)(i))) 22,127 — Settlement of pre-existing relationship included in prepaid expenses (note 4) 1,228,635 — Common shares of Acasti held by the Corporation transferred to settle provision (note 12 (b)) 2,310,000 — (c) Reconciliation of movements of liabilities to cash flows arising from financing activities: Cash (used in) provided by financing activities Non-cash changes Balance as at March 31, 2019 Proceeds Repayments Accretion of interest Financing and discounted fees Balance as at March 31, 2020 Loan $ 2,846,501 $ – $ (2,957,132 ) $ 110,631 $ – $ – Facility of credit – 4,100,000 (850,000 ) 34,535 (103,608 ) 3,180,927 Bank line of credit 620,000 – (620,000 ) – – – Total long-term debt $ 3,466,501 $ 4,100,000 $ (4,427,132 ) $ 145,166 $ (103,608 ) $ 3,180,927 Cash (used in) provided by financing activities Non-cash changes Balance as at March 31, 2018 Proceeds Repayments Accretion of interest Financing and discounted fees Changes in fair value Balance as at March 31, 2019 Loan $ 3,891,077 – $ (1,071,433 ) $ 32,599 $ (5,742 ) – $ 2,846,501 Balance of purchase price 261,596 – (261,596 ) – – – – Bank line of credit 490,000 130,000 – – – – 620,000 Finance lease liabilities 18,683 – (18,683 ) – – – – Total long-term debt $ 4,661,356 $ 130,000 $ (1,351,712 ) $ 32,599 $ (5,742 ) $ – $ 3,466,501 Interest rate swap asset used for hedging $ (19,090 ) $ – $ – $ – $ – $ 19,090 $ – |
Financial Instruments
Financial Instruments | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Financial Instruments [Abstract] | |
Financial instruments | 20 . (a) Financial instruments – carrying values and fair values: Financial assets and liabilities measured at fair value on a recurring basis are the investment in Acasti Pharma Inc. (“Acasti”) and contingent consideration (refer to note 4). As at March 31, 2020, the Corporation has 1,000,000 common shares of Acasti (5,064,694 as at March 31, 2019). The fair value of the investment in Acasti was determined to be $530,000 or $0.53 per share as at March 31, 2020 ($6,837,337 or $1.35 per share as at March The Corporation has determined that the carrying values of its short-term financial assets and liabilities approximate their fair value given the short-term nature of these instruments. The carrying value of the short-term investment also approximates its fair value given the short-term maturity of the reinvested funds. For variable rate loans and borrowings, the fair value is considered to approximate the carrying amount. The fair value of the fixed rate loans and borrowings and long-term payable is determined by discounting future cash flows using a rate that the Corporation could obtain for loans with similar terms, conditions and maturity dates. The fair value of these instruments approximates the carrying amounts and was measured using level 3 inputs. (b) Management of risks arising from financial instruments: In the normal course of business, the Corporation is subject to various risks relating to credit, foreign exchange, interest rate and liquidity. The Corporation manages these risk exposures on an ongoing basis. The Corporation’s management is responsible for determining the acceptable level of risk and only uses derivative financial instruments to manage existing or anticipated risks, commitments or obligations based on its past experience. The following analysis provides a measurement of risks arising from financial instruments. ( i ) Credit risk: Credit risk is the risk of a loss if a customer or counterparty to a financial asset fails to meet its contractual obligations, and arises primarily from the Corporation’s trade receivables. The Corporation may also have credit risk relating to cash and cash equivalents and short-term investments, which are managed by dealing only with highly-rated Canadian institutions. The carrying amount of these financial assets, as disclosed in the consolidated statements of financial position, represents the Corporation’s credit exposure at the reporting date. The Corporation’s trade receivables and credit exposure fluctuate throughout the year. The Corporation’s average trade receivables and credit exposure during the year may be higher than the balance at the end of that reporting period. As at March 31, 2020, two customer accounted for respectively 13.3% and 11.4% of total trade accounts included in trade and other receivables. As at March 31, 2019, one customer accounted for 23.3% of total trade accounts included in trade and other receivables. Most of the Corporation's customers are distributors for a given territory and are privately-held and publicly owned companies. The profile and credit quality of the Corporation’s customers vary significantly. Adverse changes in a customer’s financial position could cause the Corporation to limit or discontinue conducting business with that customer, require the Corporation to assume more credit risk relating to that customer’s future purchases or result in uncollectible accounts receivable from that customer. Such changes could have a material adverse effect on business, consolidated results of operations, financial condition and cash flows. Customers do not provide collateral in exchange for credit, except in unusual circumstances. Receivables from selected customers are covered by credit insurance, with coverage amount usually of 90% of the invoicing, with the exception of some customers under specific terms. The information available through the insurers is the main element in the decision process to determine the credit limits assigned to customers. The Corporation’s extension of credit to customers involves considerable judgment and is based on an evaluation of each customer’s financial condition and payment history. The Corporation has established various internal controls designed to mitigate credit risk, including a credit analysis by the insurer which recommends customers' credit limits and payment terms that are reviewed and approved by the Corporation. The Corporation reviews periodically the insurer's maximum credit quotation for its customers. New customers are subject to the same process as regular customers. The Corporation has also established procedures to obtain approval by senior management to release goods for shipment when customers have fully-utilized approved insurers credit limits. From time to time, the Corporation will temporarily transact with customers on a prepayment basis where circumstances warrant. The Corporation’s credit controls and processes cannot eliminate credit risk. The aging of trade receivable balances and the allowance for doubtful accounts as at March 31, 2020 and 2019 were as follows: March 31, March 31, 2020 2019 Current $ 5,744,599 $ 3,872,893 Past due 0-30 days 930,050 792,910 Past due 31-120 days 1,993,731 27,885 Past due over 121 days 891,888 812,770 Trade receivables 9,560,268 5,506,458 Less expected credit loss (723,623 ) (616,846 ) $ 8,836,645 $ 4,889,612 The Corporation recognizes an impairment loss allowance under IFRS 9 based on expected credit losses on trade accounts receivable. In its assessment, management estimates the expected credit losses based on actual credit loss experience and informed credit assessment, taking into consideration current conditions and forward-looking information. The movement in expected credit loss in respect of trade receivables was as follows: March 31, March 31, 2020 2019 Balance, beginning of year $ 616,846 $ 605,964 Bad debt expenses 132,283 5,952 Foreign exchange loss 8,896 4,930 Reversal of the expected credit loss (34,402 ) — Balance, end of year $ 723,623 $ 616,846 As at March 31, 2020, the expected credit loss on other receivables is $45,587 (2019 - $43,275). (ii) Foreign exchange rate risk: The Corporation is exposed to the financial risk related to the fluctuation of foreign exchange rates and the degrees of volatility of those rates. Foreign currency risk is limited to the portion of the Corporation's business transactions denominated in currencies other than the Canadian dollar. Fluctuations related to foreign exchange rates could cause unforeseen fluctuations in the Corporation's operating results. Approximately 35% (2019 - 67%) of the Corporation’s revenues are in US dollars. Most of the expenses, including for the purchase of raw materials are made in US dollars. There is a financial risk related to the fluctuation in the value of the US dollar in relation to the Canadian dollar. The following table provides an indication of the Corporation’s significant foreign exchange currency exposures as stated in Canadian dollars at the following dates: March 31, March 31, 2020 2019 EURO US$ EURO US$ Cash and cash equivalents $ 5,936 $ 8,422,874 $ 9,736 $ 623,698 Trade and other receivables — 4,224,026 - 2,853,473 Trade and other payables and lease liabilities (51,852 ) (7,115,681 ) (263,232 ) (1,303,107 ) Long-term payables — (448,554 ) — (111,686 ) $ (45,916 ) $ 5,082,665 $ (253,496 ) $ 2,062,378 The following exchange rates are those applicable for the years ended March 31, 2020 and 2019: March 31, March 31, 2020 2019 Average Reporting Average Reporting US$ per CAD 1.3306 1.4062 1.3122 1.3349 EURO per CAD 1.4784 1.5511 1.5192 1.4975 Based on the Corporation’s foreign currency exposures noted above, varying the above foreign exchange rate to reflect a 5% strengthening of the US dollar would have increased (decreased) the net loss as follows, assuming that all other variables remained constant: March 31, March 31, 2020 2019 EURO US$ EURO US$ Increase (decrease) in net profit $ (2,296 ) $ 254,132 $ (12,675 ) $ 103,118 An assumed 5% weakening of the foreign currency would have had an equal but opposite effect on the basis that all other variables remained constant. (iii) Interest rate risk: Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market rates. The Corporation’s exposure to interest rate risk as at March 31, 2020 and 2019 is as follows: Cash and cash equivalents Short-term fixed interest rate Short-term investments Short-term fixed interest rate Loans and borrowings Fixed and variable interest rates The risk that the Corporation will realize a loss as a result of the decline in the fair value of its short-term investments is limited because these short-term investments have short-term maturities and are generally held to maturity. The capacity of the Corporation to reinvest the short-term amounts with equivalent returns will be impacted by variations in short-term fixed interest rates available in the market. The fixed rate borrowings expose the Corporation to a fair value risk but not cash flow interest rate risk. Based on currently outstanding loans and borrowings at variable rates, an assumed 0.5% interest rate increase during the year ended March 31, 2020 would have increased consolidated net loss by $6,167 with an equal opposite effect for an assumed 0.5% decrease. (iv) Liquidity risk: Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation manages liquidity risk through the management of its capital structure and financial leverage, as outlined in note 22. It also manages liquidity risk by continuously monitoring actual and projected cash flows. The Audit Committee and the Board of Directors review and approve the Corporation's operating budgets, and review certain material transactions outside the normal course of business. The following are the contractual maturities of financial liabilities as at March 31, 2020 and 2019: March 31, 2020 Carrying Contractual Less than 1 to More than Required payments per year amount cash flows 1 year 5 years 5 years Trade and other payables and long-term payables $ 13,007,109 $ 13,007,109 $ 12,451,669 $ 555,440 $ – Loans and borrowings * 3,180,927 3,208,864 3,208,864 – – $ 16,188,036 $ 16,215,973 $ 15,660,533 $ 555,440 $ – * Includes interest payments to be made at the contractual rate. March 31, 2019 Carrying Contractual Less than 1 to More than Required payments per year amount cash flows 1 year 5 years 5 years Trade and other payables and long-term payable $ 9,374,576 $ 9,374,576 $ 8,519,239 $ 855,337 $ – Loans and borrowings * 3,466,501 3,577,595 3,577,595 – – $ 12,841,077 $ 12,952,171 $ 12,096,834 $ 855,337 $ – * Includes interest payments to be made at the contractual rate. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Commitments And Contingencies [Abstract] | |
Commitments and contingencies | 2 1 . Commitments and contingencies: (a) Commitments: ( i ) On November 2, 2017, Neptune has entered into an exclusive commercial agreement for a speciality ingredient in combination with cannabinoids coming from cannabis or hemp for a period of (ii) On December 21, 2018, Neptune entered into a 5-year IP licencing and capsule agreement with Lonza. All royalties based on net sales of capsules greater than the minimum volume requirements will be recorded as incurred in cost of goods sold. (iii) As of March 31, 2020, Neptune has purchase commitments in the approximate amount of $858,593 related to projects that are capital in nature. (iv) During the year ended March 31, 2019, the Corporation has entered into a contract for security of its cannabis manufacturing facility. This contract results in an annual expense of approximately $172,000 for 5 years. The Corporation has also entered into various other contracts and the remaining commitment related to those contracts amounts to $1,616,206 as of March 31, 2020. (b) Contingencies: In the normal course of operations, the Corporation is involved in various claims and legal proceedings. The most significant of which are ongoing are as follows: ( i ) On March 21, 2019, the Corporation received a judgment from the Superior Court of Québec (the “Court”) regarding certain previously disclosed claims made by a corporation controlled by a Former CEO against the Corporation in respect of certain royalty payments alleged to be owed and owing to a Former CEO pursuant to the terms of an agreement entered into on February 23, 2001 between Neptune and a Former CEO (the “Agreement”). The Court declared that under the terms of the agreement, the Corporation should pay royalties of 1% of its revenues in semi-annual instalments, for an unlimited period. Some of the terms of this agreement are being disputed. Based on currently available information, a provision of $1,115,703 has been recognized (refer to note 12 (a)) for this claim as of March 31, 2020. (ii) The Corporation initiated arbitration in August 2014 against a krill oil customer that owed approximately $5,202,940 (US$3,700,000). The full amount of trade receivable has been written-off in February 2015. This customer is counterclaiming a sum in damages. During the year ended March 31, 2019, the counterclaim amount was amended to $173 million (AUD$201 million). The Corporation intends to continue to pursue its claim for unpaid receivable and to vigorously defend against this amended counterclaim. Arbitration for the hearing occurred in July 2019. The Corporation is waiting for the arbitral award. Based on currently available information, no provision has been recognised for this case as at March 31, 2020. The outcome of these claims and legal proceedings against the Corporation cannot be determined with certainty and is subject to future resolution, including the uncertainties of litigation. |
Capital Management
Capital Management | 12 Months Ended |
Mar. 31, 2020 | |
Capital Management [Abstract] | |
Capital Management | 22 . Capital management: The Corporation’s objective in managing capital is to ensure sufficient liquidity to develop its technologies and commercialize its products, finance its research and development activities, including the cannabis activities, selling, general and administrative expenses, its overall capital expenditures and those related to its debt reimbursement. The Corporation also needs to ensure adequate financing to support M&A activities. The Corporation is not exposed to external requirements by regulatory agencies regarding its capital. The Corporation is subject to certain financial covenants under its secured facility of credit. As of March 31, 2020, the Corporation was in compliance with these financial covenants. In recent years, the Corporation has financed its liquidity needs primarily through the cash coming from the sale of the krill business, a private placement, as well as the issuance of debt, warrants and common shares. The Corporation optimizes its liquidity needs by non-dilutive sources whenever possible, including research tax credits, investment tax credits, interest income and revenues from strategic partnerships, collaboration agreements and government assistance. The Corporation defines capital as being the total of shareholders’ equity and loans and borrowings. The Corporation’s primary objectives when managing capital are to: • Ensure that the Corporation will continue as a going concern while providing an appropriate investment return to its shareholders; • Optimize leverage position of the nutraceutical segment by generating positive cash flows and reducing the short-term debt; • Have sufficient liquidity until the generation of positive cash-flows in the cannabis segment while preserving a financial flexibility in order to continue to develop unique extracts and formulations in high potential growth segments such as medical and wellness cannabinoid-based products; • Maintain financial flexibility in order to have access to capital in the event of future acquisitions. As at March 31, 2020 cash amounted to $16,577,076 (2019 – $3,676,704), and cash equivalents amounted to nil (2019 – $6,142,647). The Corporation’s short-term investment as at March 31, 2020 and 2019 are as follows: March 31, March 31, 2020 2019 Maturity Maturity date Rate Amount date Rate Amount Short-term investment April 28, 2020 1.40 % 36,000 Dec. 11, 2019 1.40 % 48,000 |
Operating segments
Operating segments | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Operating Segments [Abstract] | |
Operating Segments | 2 3 . Operating segments: The Corporation’s reportable segments are the nutraceutical and the cannabis segments. The nutraceutical segment offers turnkey solutions including services such as raw material sourcing, formulation, quality control and quality assurance primarily for omega-3 and hemp-derived ingredients under different delivery forms such as softgels, capsules and liquids. In the cannabis segment, Neptune provides extraction and purification services from cannabis and hemp biomass. The Company also offers formulation and manufacturing solutions for value added product forms such as tinctures, sprays, topicals, vapor products and edibles and beverages. Information regarding the results of each reportable segment is included below. Performance is measured based on segment income (loss) before corporate expenses, as included in the internal management reports that are reviewed by the Corporation’s Chief Operating Decision Maker, as management believes that such information is the most relevant in evaluating the results of our segments relative to other entities that operate within these industries. Due to the impairment of goodwill and change in fair value of the contingent consideration in the Cannabis segment during the year, performance is now measured using segment income (loss) before corporate expenses. The prior periods did not require adjustments as the only difference between the prior measure of “segment income (loss) from operating activities before corporate expenses” and the new measure of “segment income (loss) before corporate expenses” is the change in fair value of contingent consideration which only occurred in fiscal 2020. The Sherbrooke and North Carolina facilities are used for the extraction, purification and formulation of cannabis and hemp oil extracts and are presented under the cannabis segment information. (a) Information about reportable segments: Year ended March 31, 2020: Nutraceutical Cannabis Corporate Total Revenue from external sales, royalties and other revenues $ 21,278,218 $ 8,075,070 $ 224,516 $ 29,577,804 Gross profit (loss) 6,573,249 (8,636,212 ) 224,516 (1,838,447 ) Research and development expenses net of credits and grants (456,659 ) (2,413,838 ) (2,870,497 ) Selling, general and administrative expenses (11,241,606 ) (18,830,149 ) (30,071,755 ) Impairment loss on goodwill (3,467,000 ) (82,081,266 ) (85,548,266 ) Segment income (loss) before contingent consideration and corporate expenses (8,592,016 ) (111,961,465 ) 224,516 (120,328,965 ) Change in fair value of contingent consideration — 97,208,166 97,208,166 Segment income (loss) before corporate expenses (8,592,016 ) (14,753,299 ) 224,516 (23,120,799 ) Unallocated costs: Corporate general and administrative expenses (34,592,634 ) (34,592,634 ) Net finance income 1,451,511 1,451,511 Income tax expense (4,601,340 ) (4,601,340 ) Net loss (60,863,262 ) Depreciation and amortization (674,776 ) (7,212,875 ) (496,585 ) (8,384,236 ) Stock-based compensation (489,960 ) (1,243,401 ) (14,861,227 ) (16,594,588 ) Reportable segment assets 18,030,922 132,284,082 18,460,943 168,775,947 Reportable segment goodwill 3,283,626 39,049,548 — 42,333,174 Reportable segment liabilities 6,695,013 9,987,632 8,463,009 25,145,654 Year ended March 31, 2019: Nutraceutical Cannabis Corporate Total Revenue from external sales and royalties $ 24,429,592 $ 12,450 $ 24,442,042 Gross profit 7,601,998 12,450 7,614,448 Research and development expenses net of credits and grants (488,152 ) (6,723,401 ) (7,211,553 ) Selling, general and administrative expenses (4,524,704 ) (1,846,031 ) (6,370,735 ) Segment income (loss) before corporate expenses 2,589,142 (8,556,982 ) (5,967,840 ) Unallocated costs: Corporate general and administrative expenses $ (8,914,981 ) (8,914,981 ) Litigation provisions (7,930,383 ) (7,930,383 ) Net finance income (208,484 ) (208,484 ) Income tax expense (170,011 ) (170,011 ) Net loss (23,191,699 ) Depreciation and amortization (718,519 ) (2,125,727 ) (212,076 ) (3,056,322 ) Stock-based compensation (492,133 ) (1,046,415 ) (2,173,867 ) (3,712,415 ) Reportable segment assets 21,007,447 50,980,849 18,232,279 90,220,575 Reportable segment goodwill 6,750,626 — — 6,750,626 Reportable segment liabilities 7,330,354 3,150,146 10,755,149 21,235,649 (b) The Corporation derives sales revenue from the sales of goods which are recognized at a point in time and the processing services which are recognized over time as follows: Years ended March 31, March 31, Segment 2020 2019 At a point in time Nutraceutical products Nutraceutical $ 19,647,501 $ 23,150,566 Cannabis and hemp products Cannabis 636,630 — Over time Processing services Cannabis 7,438,440 12,450 $ 27,722,571 $ 23,163,016 (c) Geographic information: Year ended Year ended March 31, 2020 March 31, 2019 Nutraceutical Cannabis Royalties Corporate Total revenues Nutraceutical Royalties Total revenues Canada $ 8,859,621 $ 5,375,057 $ 66,376 $ 224,516 $ 14,525,570 $ 8,606,834 $ 25,210 $ 8,632,044 United States 10,671,733 2,700,013 1,564,341 — 14,936,087 12,513,336 1,253,816 13,767,152 Other countries 116,147 — — — 116,147 2,042,846 — 2,042,846 $ 19,647,501 $ 8,075,070 $ 1,630,717 $ 224,516 $ 29,577,804 $ 23,163,016 $ 1,279,026 $ 24,442,042 Revenue is attributed to geographical locations based on the origin of customers’ location. The Corporation’s property plant and equipment located in Canada are in the amount of $54,842,682 and the property plant and equipment located in the United States of America are in the amount of $5,815,892. (d) Non cash-consideration: During the year ended March 31, 2020, the Corporation realized revenues for non-cash consideration amounting to $168,955 (2019 – nil). (e) Information about major customers: During the year ended March 31, 2020, the Corporation realized revenues from the nutraceutical segment amounting to $5,033,261 from one customer accounting for 25.62% of nutraceutical revenues. During the year ended March 31, 2020, the Corporation realized revenues from the cannabis segment amounting to $2,215,592 from one customer accounting for 27.44% of cannabis revenues. During the year ended March 31, 2019, the Corporation realized revenues from the nutraceutical segment amounting to $5,108,976 from one customer accounting for 20.90% of consolidated revenues. |
Related Parties
Related Parties | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Transactions Between Related Parties [Abstract] | |
Related parties | 24 . Related parties: Key management personnel compensation: The key management personnel are the officers of the Corporation and members of the Board of Directors. They control 9% of the voting shares of the Corporation as at March 31, 2020. Key management personnel compensation includes the following for the years ended March 31, 2020 and 2019: Years ended March 31, March 31, 2020 2019 Short-term benefits $ 5,680,693 $ 2,861,645 Share-based compensation costs 15,787,235 3,088,053 Severance ( i ) 272,788 — Long-term incentive (ii) 1,150,298 — $ 22,891,014 $ 5,949,698 (i) In the year ended March 31, 2020, an expense $272,788 was recorded related to the change in the management team as part termination severance. (ii) In the year ended March 31, 2020, an expense of $1,150,298 was recorded related to long-term incentive. The payable related to this long-term incentive of $1,217,769 is presented under Other liability in the consolidated statement of financial situation. According to the employment agreement with the CEO, a long-term incentive of $21,093,000 (US$15 million) is payable if the Corporation’s US market capitalization is at least $1.4 billion (US$1 billion) during its term agreement. Based on the risk-neutral Monte Carlo simulation, the Corporation could reach this market capitalization in 7.64 years and therefore the incentive is being recognized over the estimated period to achievement of 7.64 years. The assumptions used in the simulation include a risk free-rate of 0.70% and a volatility of 67.9%. On November 11, 2019, Neptune announced that it entered into a collaboration agreement with International Flavors & Fragrances Inc. (“IFF”) to co-develop hemp-derived products for the mass retail and health and wellness markets. App Connect Service, Inc. (“App Connect”), a company indirectly controlled by Michael Cammarata, CEO and Director of Neptune, is also a party to the agreement to provide related branding strategies and promotional activities. Under this strategic product development partnership, IFF will leverage its intellectual property for taste, scent and nutrition to provide essential oils and product development resources. Neptune will leverage its proprietary cold ethanol extraction processes and formulation intellectual property to deliver high quality, full- and broad-spectrum extracts for the development, manufacture and commercialization of hemp-derived products, infused with essential oils, for the cosmetics, personal care and household cleaning products markets. Neptune will be responsible for the marketing and sale of the products. Neptune will receive amounts from product sales and in turn will pay a royalty to each of IFF and App Connect associated with the sales of co-developed products. The payment of royalties to App Connect, subject to certain conditions, has been approved by the TSX. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Mar. 31, 2020 | |
Subsequent Event [Abstract] | |
Subsequent Event | 25. Subsequent event: The Corporation issued common shares. Refer to note 14 (h). |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Significant Accounting Policies [Abstract] | |
Basis of consolidation | (a) Basis of consolidation: Subsidiaries The Corporation’s subsidiaries, all of which are wholly-owned, and their jurisdiction of incorporation are as follows: Subsidiary Jurisdiction of Incorporation Biodroga Nutraceuticals Inc. Quebec SugarLeaf Labs, Inc. Delaware (with a Certificate of Authority to operate in North Carolina) Neptune Holding USA, Inc. Delaware 9354-7537 Québec Inc. Quebec ( i ) Business combinations and related goodwill: Business combinations are accounted for using the acquisition method as at the acquisition date, when control is transferred. The consideration transferred for the acquisition of a business is the fair value of the assets transferred, and any liability and equity interests issued by the Corporation on the date control of the acquired company is obtained. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are generally measured initially at their fair values at the acquisition date. The Corporation measures goodwill as the fair value for the consideration transferred including the recognized amount of any non-controlling interest in the acquiree, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at the acquisition date. If this consideration is lower than the fair value of the net assets of the business acquired, the difference is recognized immediately in the consolidated statement of earnings and comprehensive income or loss as a gain from a bargain purchase. Restructuring, transaction costs other than those associated with the issue of debt or equity securities, and other direct costs of a business combination are not considered part of the business acquisition transaction and are expensed as incurred. Subsequent recognition of goodwill: After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortized but tested for impairment at least annually and upon occurrence of an indication of impairment. The impairment testing process is described in the appropriate section of these accounting policies. Subsidiaries: Subsidiaries are entities controlled by the Corporation. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Control exists when the Corporation is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. (ii) Transactions eliminated on consolidation: Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. |
Financial instruments | (b) Financial instruments: All financial instruments, including derivatives, are recognized in the consolidated statement of financial position (i) Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously. (ii) Financial assets: On initial recognition, the Corporation classifies its financial assets as subsequently measured at either amortized cost or fair value, depending on its business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. Financial asset measured at amortized cost: A financial asset is subsequently measured at amortized cost using the effective interest method and net of any impairment loss if it meets both of the following conditions and is not designated as at fair value through profit or loss: ▪ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and ▪ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The financial assets of the Corporation that are measured at amortized cost consist of cash and cash equivalents, short-term investments, and trade and other receivables. Interest income, foreign exchange gains and losses and impairment are recognized in the consolidated statement of earnings and comprehensive income (loss). Financial assets measured at fair value: Certain financial assets including debt investments and equity investments that are not held for trading are accounted for as fair value through other comprehensive income or loss. Subsequent changes in fair value of these financial assets are recorded in other comprehensive income or loss, except for foreign exchange gains or losses and expected credit loss and reversal that are recognized in profit or loss. Amounts recognized in other comprehensive income for equity investments are not reclassified to profit or loss under any circumstances. Dividends on such instruments are recognized in profit or loss unless dividends clearly represents a recovery of a repayment of part of the cost of the investment. The Corporation has an equity instrument measured at fair value through other comprehensive income or loss (refer to note 20 (a)). All financial assets not classified as measured at amortized cost or fair value through other comprehensive income are measured at fair value through profit or loss. In addition, on initial recognition, the Corporation may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at fair value through other comprehensive income or loss as at fair value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Financial assets at fair value through profit or loss are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in the consolidated statement of earnings and comprehensive income (loss). The Corporation currently has no such financial instruments. Derecognition of financial assets: Financial assets are derecognized when the Corporation’s contractual rights to the cash flows from the respective assets have expired or the Corporation has transferred its rights to the cash flows from the respective assets and either (i) the Corporation has transferred substantially all of the risks and rewards of the assets or (ii) the Corporation has neither exposure to the risks inherent in those assets nor entitlement to rewards from them. Any gain or loss on derecognition is recognized in the consolidated statement of earnings and comprehensive income (loss). (iii) Financial liabilities and equity instruments: Debt and equity instruments issued by the Corporation are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. On initial recognition, the Corporation classifies its financial liabilities as subsequently measured at either amortized cost or fair value. Financial liabilities measured at amortized cost: A financial liability is subsequently measured at amortized cost, using the effective interest method. The Corporation currently classifies loans and borrowings, trade and other payables and long-term payables as financial liabilities measured at amortized cost. Financial liabilities measured at fair value: Financial liabilities at fair value are initially recognized at fair value and are remeasured at each reporting date with any changes therein recognized in net income. The Corporation currently has no significant financial liabilities measured at fair value. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Corporation are recognized at the proceeds received, net of direct issue costs and applicable income taxes. Derecognition of financial liabilities: Financial liabilities are derecognized when the obligations under the liabilities are discharged, cancelled, expired or are replaced by a new liability with substantially modified terms. Any gain or loss on derecognition is recognized in the consolidated statement of earnings and comprehensive income (loss). Effective interest method: The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts/payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or (when appropriate) a shorter period, to the net carrying amount on initial recognition. (iv) Share capital: Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects. (v) Other equity instruments: Warrants, options and rights over the Corporation’s equity issued outside of share-based payment transactions that do not meet the definition of a liability instrument are recognized in equity. (vi) Derivative financial instruments and hedge accounting: Derivative financial instruments: The Corporation has issued liability-classified derivatives over its own equity. Embedded derivative is separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss. Derivatives and separable embedded derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives and separable embedded derivatives are measured at fair value, and all changes in their fair value are recognized immediately in profit or loss. The Corporation has not had liability-classified derivatives over its own equity for the years ended March 31, 2020 and 2019. The Corporation has not had significant derivatives for the years ended March 31, 2020 and 2019. Hedge accounting: Derivatives that qualify as hedging instruments must be designated as either a “cash flow hedge”, when the hedged risk is a variability in the future cash flows of the hedged item, or a “fair value hedge”, when the hedged risk is a variability in the fair value of the hedged item. Any derivative instrument that does not qualify for hedge accounting is marked-to-market at each reporting date and the gains or losses are included in net income (loss). Cash flow hedges: For derivative financial instruments designated as cash flow hedges, the effective portion of changes in their fair value is recognized in other comprehensive income in the consolidated statement of comprehensive income and presented in the cash flow hedges reserve in equity. Any ineffectiveness is recognized in net income (loss) immediately as it arises in the same consolidated statement of earnings and comprehensive loss account as the hedged item when realized. Should a cash flow hedging relationship become ineffective or the hedging relationship be terminated, previously unrealized gains and losses remain within the cash flows hedges reserve until the hedged item is settled and any future changes in value of the derivative are recognized in net income (loss) prospectively. When the hedged item is realized, amounts recognized in the cash flow hedge reserve are reclassified to the same consolidated statement of earnings and comprehensive loss account or reclassified to the related non-financial asset in which the hedged item is recorded. If the hedged item ceases to exist before the hedging instrument expires, the unrealized gains or losses within the cash flow hedge reserve are immediately reclassified to net income (loss). Use of derivative financial instruments: Derivative financial instruments are utilized, from time to time, by the Corporation in the management of its foreign currency exposures and interest-rate market risks. These derivative financial instruments are used as a method for meeting the risk reduction objectives of the Corporation by generating offsetting cash flows related to the underlying position in respect of amount and timing of forecasted foreign currency cash flows and interest payments. When it utilizes derivatives in hedge accounting relationships, the Corporation formally documents and designates all of its eligible hedging relationships. This process involves associating all derivatives to specific assets and liabilities on the consolidated statement of financial position or with forecasted or probable transactions. The Corporation also formally assesses the effectiveness of hedging relationships at inception and on an on-going basis. |
Inventories | (c) Inventories: Inventories are measured at the lower of cost and net realizable value. The cost of finished goods, raw materials, supplies and spare parts is based on the weighted-average cost method. The cost of finished goods and work in progress includes expenditures incurred in acquiring the inventories, production or conversion costs, sub-contractors costs and other costs incurred in bringing them to their existing location and condition, as well as production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. |
Property, plant and equipment | (d) Property, plant and equipment: ( i ) Recognition and measurement: Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and borrowing costs on qualifying assets. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment. When parts of an item of property, plant and equipment have significantly different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized in net profit or loss. (ii) Subsequent costs: The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Corporation, and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred. (iii) Depreciation: Depreciation is calculated over the depreciable amount, which is the cost of an asset less its residual value. Depreciation is recognized in profit or loss on either a straight-line basis or a declining basis over the estimated useful lives of each part of an item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are as follows: Asset Method Period/Rate Building and building components Straight-line 20 to 40 years Laboratory, R&D and plant equipment Straight-line 10 to 20 years Furniture and office equipment Declining balance 20% to 30% Computer equipment Straight-line 2 to 5 years Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted prospectively, if appropriate. |
Intangible assets | (e) Intangible assets: ( i ) Research and development: Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss as incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Corporation intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labour, overhead costs that are directly attributable to preparing the asset for its intended use, and borrowing costs on qualifying assets. There are no capitalized development costs during the years ended March 31, 2020 and 2019. Other development expenditure is recognized in profit or loss as incurred. Capitalized development expenditure is measured at cost less accumulated amortization and accumulated impairment losses. (ii) Other intangible assets: Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Internally generated intangible assets, excluding capitalized development and patent costs, are not capitalized and the expenditure is reflected in the consolidated statement of earnings and comprehensive income (loss) in the year in which the expenditure is incurred. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. The useful lives of intangible assets are assessed as either finite or indefinite. The Corporation has no indefinite life intangible assets. Intangible assets with finite useful lives are amortized over their useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The residual value, amortization period and amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year-end and adjusted prospectively, if applicable. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates which are accounted for prospectively. Intangible assets with finite useful lives are amortized as follows: Asset Method Period/Rate Non compete agreements Straight-line 3 years Customer relationships Straight-line 10 years Farmer relationships Straight-line 3 years License agreements Straight-line 31 months to 12 years Website and trademarks Straight-line 4 years Computer software Straight-line 3 to 5 years Amortization is calculated over the cost of the asset less its residual value. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are described above. (iii) Subsequent expenditure: Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditure on internally generated goodwill and brands, are recognized in profit or loss as incurred. |
Impairment | (f) Impairment: ( i ) Financial assets: Loss allowances for “expected credit losses” (“ECLs”) are measured on either of the following bases: ▪ 12-month ECLs: these are ECLs that result from possible default events within the 12 months after the reporting date; and ▪ Lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument. The Corporation has elected to measure loss allowances for trade accounts receivable at an amount equal to lifetime ECLs. The Corporation measures loss allowances for other receivables by determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs. The Corporation considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Corporation’s historical experience and informed credit assessment, including forward-looking information. The Corporation considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Corporation in full, without recourse by the Corporation to actions such as recovering inventory or the Corporation’s credit insurance. The maximum period considered when estimating ECLs is the maximum contractual period over which the Corporation is exposed to credit risk. Measurement of ECLs: ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Corporation expects to receive). The Corporation establishes an impairment loss allowance on a collective and individual assessment basis, by considering past events, current conditions and forecasts of future economic conditions. Collective assessment is carried out by grouping together trade accounts receivable with similar characteristics. ECLs are discounted at the effective interest rate of the financial asset. Credit-impaired financial assets: At each reporting date, the Corporation assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Examples of events that could occur are: ▪ significant financial difficulty of the borrower; ▪ a breach of contract, such as a default or past due event; ▪ it is becoming probable that the borrower will enter bankruptcy or other financial reorganization; or ▪ the disappearance of an active market for that financial asset because of financial difficulties. It may not be possible to identify a single discrete event; instead, the combined effect of several events may have caused financial assets to become credit-impaired. Presentation of impairment: Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. Impairment losses related to trade and other receivables are presented in selling, general and administrative expenses of the consolidated statement of earnings and comprehensive income (loss). Write-off: The gross carrying amount of a financial assets is written off when the Corporation has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. (ii) Non-financial assets: The carrying amounts of the Corporation’s non-financial assets, other than inventories, tax credits receivable and recoverable and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same date. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the ''cash-generating unit'', or ''CGU''). An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Goodwill: Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU to which the goodwill relates. The Corporation defines its CGUs based on the way it internally monitors and derives economic benefits from the acquired goodwill. Impairment losses for a CGU is first allocated to reduce goodwill. An impairment loss in respect of goodwill is not reversed in future periods. |
Provisions | (g) Provisions: A provision is recognized if, as a result of a past event, the Corporation has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are usually determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost. ( i ) Onerous contracts: A provision for onerous contracts is recognized when the expected benefits to be derived by the Corporation from a contract are lower than the unavoidable cost terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Corporation recognizes any impairment loss on the assets associated with that contract. (ii) Contingent liability: A contingent liability is a possible obligation that arises from past events and of which the existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not within the control of the Corporation; or a present obligation that arises from past events (and therefore exists), but is not recognized because it is not probable that a transfer or use of assets, provision of services or any other transfer of economic benefits will be required to settle the obligation, or the amount of the obligation cannot be estimated reliably . |
Revenue | (h) Revenue: Sale of products: Revenue from the sale of goods in the course of ordinary activities is recognized at a point in time when control of the assets is transferred to the customer. The Corporation transfers control generally on shipment of the goods or in some cases, upon reception by the customer. Revenue is measured based on the consideration the Corporation expects to be entitled to receive in exchange of assets as specified in contracts with customers. For some arrangements in which the Corporation is entitled to non-cash consideration, revenue is measured at the fair value of exchanged assets as specified in contracts with customers. Revenue is presented net of returns. Processing services: The Corporation is involved in the extraction, purification and formulation of health and wellness products. Revenue earned on processing services is recognized as the services are rendered in accordance with contractual terms, recovery of the consideration is probable and the amount of revenue can be measured reliably. The Corporation recognizes revenue from processing services in proportion to the stage of completion of the service at the reporting date. The stage of completion is assessed based on surveys of work performed. All related production costs are expenses as incurred. Royalty revenues: Royalties are earned under the terms of the applicable agreement and are recognized when it is probable that the economic benefits associated with the transaction will be received and the amount can be measured reliably. |
Government grants | ( i ) Government grants: Government grants, consisting of grants and investment tax credits, are recorded as a reduction of the related expense or cost of the asset acquired. Government grants are recognized when there is reasonable assurance that the Corporation has met or will meet the requirements of the approved grant program and there is reasonable assurance that the grant will be received. Grants that compensate the Corporation for expenses incurred are recognized in profit or loss in reduction thereof on a systematic basis in the same years in which the expenses are recognized. Grants that compensate the Corporation for the cost of an asset are recognized in profit or loss on a systematic basis over the useful life of the asset. |
Lease | (j) Lease: The Company adopted IFRS 16, Leases, on April 1, 2019 (refer to note 3 (q)). At inception, the Corporation assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Corporation recognizes a right-of-use asset and a lease liability at the commencement date of the lease, i.e. the date the underlying asset is available for use. The details of the new significant accounting policies in relation to the Corporation’s leases effective April 1, 2019 are set out below (refer to note 3 (q)). Right-of-use assets Right-of-use assets are measured at cost, less any accumulated depreciation and accumulated impairment losses, and adjusted for remeasurement of lease liabilities. Cost of right-of-use assets is comprised of: • the initial measurement amount of the lease liabilities recognized; • any lease payments made at or before the commencement date, less any lease incentives received; • any initial direct costs incurred; and • an estimate of costs to dismantle and remove the underlying asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease contract. Right-of-use assets are depreciated on a straight-line basis over the lesser of i) the estimated useful life of the underlying assets; and ii) the lease term. Lease liabilities Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement date over the lease term. The present value of the lease payments is determined using the lessee’s incremental borrowing rate at the commencement date if the interest rate implicit in the lease is not readily determinable. The incremental borrowing rate is a function of the lessee’s incremental borrowing rate, the nature of the underlying asset, the location of the asset, the length of the lease and the currency of the lease contract. Generally, the Corporation uses the lessee’s incremental borrowing rate for the present value. At the commencement date, lease payments generally include fixed payments, less any lease incentives receivable, variable lease payments that depend on an index (e.g. based on inflation index) or a specified rate, lease extension options, if reasonably certain that it will be exercised, and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising the option to terminate the lease. Lease payments also include amounts expected to be paid under residual value guarantees and the exercise price of a purchase option if the Corporation is reasonably certain to exercise that option. Variable lease payments that do not depend on an index or a specified rate are not included in the measurement of lease liabilities but instead are recognized as expenses in the period in which the event or condition that triggers the payment occurs. After the commencement date, the carrying amount of lease liabilities is increased to reflect the accretion of interest and reduced to reflect lease payments made. In addition, the carrying amount of lease liabilities is remeasured when there is a change in future lease payments arising from a change in an index or specified rate, if there is a modification to the lease terms and conditions, a change in the estimate of the amount expected to be payable under residual value guarantee, or if the Corporation changes its assessment of whether it will exercise a termination, extension or purchase option. The remeasurement amount of the lease liabilities is recognized as an adjustment to the right-of-use asset, or in the consolidated statement of earnings when the carrying amount of the right-of-use asset is reduced to zero. Classification and presentation of lease-related expenses Depreciation charge for right-of-use assets, expenses related to variable lease payments not included in the measurement of lease liabilities and loss (gain) related to lease modifications are allocated in the Corporation’s consolidated statement of earnings based on their function within the Corporation, while interest expense on lease liabilities is presented within finance costs. Cash flows classification Lease payments related to the principal portion of the lease liabilities are classified as cash flows from financing activities and lease payments related to the interest portion of the lease liabilities are classified as interest paid within cash flows from financing activities. Lease incentives received are classified as cash flows from investing activities. Variable lease payments not included in the measurement of lease liabilities are classified as cash flows from operating activities. Significant judgment in determining the lease term of contracts with extension options and termination options The Corporation determines the lease term as the non-cancellable period of the lease, together with any periods covered by an option to extend the lease, if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Corporation applies judgment in assessing whether it is reasonably certain to exercise its options to extend its leases or to not exercise its options to terminate its leases, by considering all facts and circumstances that create an economic incentive to exercise an extension option or not to exercise a termination option. The assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this assessment and that is within the control of the Corporation. |
Foreign currency | (k) Foreign currency: Transactions in foreign currencies that are not hedged are translated to the respective functional currencies of the Corporation’s subsidiaries at the exchange rate in effect on the date of the transaction. The monetary assets and liabilities denominated in currencies other than the functional currency of a subsidiary are translated at the exchange rates prevailing at the statement of financial position date and translation gains and losses are included in the consolidated statement of earnings and comprehensive income (loss). Non-monetary items denominated in foreign currencies other than the functional currency are translated at historical rates. The assets and liabilities of foreign operations, whose functional currency is not the Canadian dollar, are translated into Canadian dollars at the exchange rates in effect at the statement of financial position date. Revenue and expenses that are not hedged are translated at the exchange rate in effect on the date of the transaction. Differences arising from the exchange rate changes are included in other comprehensive income (loss) in the cumulative translation account. On disposal of a foreign operation where control is lost, the cumulative amount of the exchange differences recognized in other comprehensive income (loss) relating to that particular foreign operation is recognized in the consolidated statement of earnings and comprehensive income (loss) as part of the gain or loss on disposal. |
Employee benefits | (l) Employee benefits: ( i ) Short-term employee benefits: Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Corporation has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably. (ii) Share-based payment transactions: The grant date fair value of share-based payment awards granted to employees is recognized as an employee expense, with a corresponding increase in contributed surplus, over the period that the employees unconditionally become entitled to the awards. The grant date fair value takes into consideration market performance conditions when applicable. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. The fair value of the share-based payment transactions is measured based on valuation models. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on the historical volatility), weighted average expected life of the instruments (based on contractual life, tranche vesting term and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions, if any, are not taken into account in determining fair value. The fair value of share-based payment awards granted to non-employees is the fair value of the identifiable goods or services or the fair value of the equity instrument granted if the goods or services are not reliably measurable. Measurement date of the fair value is the date at which the Corporation receives the goods or services from the non-employees or the grant date of the instrument when the goods or services are unidentifiable. Goods or services are recognized in expense, with a corresponding increase in contributed surplus over the period that the services are received. (iii) Termination benefits: Termination benefits are recognized as an expense when the Corporation is committed demonstrably, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to |
Finance income and finance costs | (m) Finance income and finance costs: Finance income comprises interest income on funds invested. Interest income is recognized as it accrues in profit or loss, using the effective interest method. Finance costs comprise interest expense and accretion on borrowings, unwinding of the discount on provisions and long-term payables, financing costs, penalty on debt reimbursement and bank charges. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method. Foreign currency gains and losses are reported on a net basis. The Corporation recognizes interest income as a component of investing activities and interest cost as a component of financing activities in the consolidated statements of cash flows. |
Income tax | (n) Income tax: Income tax expense comprises current and deferred taxes. Current and deferred taxes are recognized in profit or loss except to the extent that they relate to a business combination, or items recognized directly in equity or in other comprehensive income or loss. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. |
Earnings per share | (o) Earnings per share: The Corporation presents basic and diluted earnings per share ("EPS'') data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Corporation by the weighted average number of common shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for own shares held, for the effects of all dilutive potential common shares, which comprise warrants, share options and deferred share units granted to employees and directors. |
Segment reporting | (p) Segment reporting: An operating segment is a component of the Corporation that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Corporation’s other components. All operating segments’ operating results are reviewed regularly by the Corporation’s CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. |
New standard and interpretation adopted during the year | (q) New standards and interpretations adopted during the year: (i) Leases: In January 2016, the IASB issued IFRS 16, Leases Leases The Corporation has adopted IFRS 16 using the modified retrospective method of adoption, with the effect of initially applying this standard recognized at the date of initial application, i.e. April 1, 2019. Under this method, the Corporation elected to measure right-of-use of asset as equal to lease liability, adjusted for amounts previously recorded for deferred lease inducements or prepaid rent as at the date of adoption. Accordingly, the cumulative effect of initially applying IFRS 16 is nil on the opening balance of retained earnings as at April 1, 2019. The comparative information has not been restated, i.e. it is presented, as previously reported, under IAS 17 and related interpretations. Transition options and practical expedients The Corporation has elected to apply the following transition options and practical expedients available under IFRS 16: • Lease definition: to grandfather the assessment of which transactions are leases on the date of initial application. Accordingly, the Corporation applied IFRS 16 only to contracts that were previously identified as leases under IAS 17, Leases Determining whether an Arrangement contains a Lease • Short-term leases and leases of low-value items recognition exemptions: related lease payments are recognized as an expense on straight-line basis or another basis if that basis is more representative; and • Leases with a short remaining term: when lease term ends within 12 months of the date of initial application, the lease may be classified as short-term leases. The Corporation has elected not to apply the following transition options and practical expedients available under IFRS 16: • Use of hindsight; • Impairment and onerous leases; • Initial direct costs; • Discount rates; and • Non-lease components. Impact of adopting IFRS 16 The most significant impact as a result of adopting IFRS 16 related to the accounting for the Corporation’s operating leases, as the nature of expenses related to most of the Corporation’s leases changed as IFRS 16 replaced the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest expense on lease liabilities. Under IAS 17, the Corporation classified each of its leases at the inception date as either a finance lease or an operating lease, based on the extent to which risks and rewards of ownership were transferred to the Corporation. Most of the Corporation’s leases were classified as operating leases as they did not transfer substantially all the risks and rewards of ownership to the Corporation. Lease payments related to the Corporation’s operating leases were recognized as rent expense in the consolidated income statements on a straight-line basis over the lease term and presented as part of cash flows from operating activities in the consolidated statements of cash flows. Any prepaid rent and deferred lease inducements were recognized under “Prepaid expenses” and “Deferred lease inducements”, respectively, in the consolidated statements of financial position as at March 31, 2019. Upon adoption of IFRS 16, the Corporation recognized right-of-use assets for leases previously classified as operating leases. Right-of-use assets were measured for an amount equal to the lease liability adjusted for prepaid rent and deferred lease inducements. Lease liabilities were measured at the present value of the remaining lease payments on a discounted basis, using the incremental borrowing rate at the date of initial application. The following table summarizes the impacts of adopting IFRS 16 on the Corporation’s consolidated statement of financial position as at April 1, 2019: Impact of adopting IFRS 16 as at April 1 st Note Increase (decrease) Assets Current assets: Prepaid expenses (i) $ (22,127 ) Non-current assets: Right-of-use of assets (ii) 1,176,744 Total assets $ 1,154,617 Liabilities Current liabilities: Lease liabilities (ii) $ 334,872 Non-current liabilities: Lease liabilities (ii) 1,027,490 Deferred lease inducements (i) (207,745 ) Total liabilities and equity $ 1,154,617 (i) Prepaid expenses and deferred lease inducements related to previous operating leases were derecognized and netted against the right-of-use assets. (ii) Lease liabilities of $1,362,362 and related right-of-use assets of $1,176,744 were recognized and presented separately on the consolidated statement of financial position. There was no adjustment from the adoption of IFRS 16 on the opening retained earnings as at April 1, 2019 due to the Corporation choice on transition method. Reconciliation of operating lease commitments to lease liabilities recognized When measuring lease liabilities, the Corporation discounted lease payments using its incremental borrowing rate as at April 1, 2019. The weighted average incremental borrowing rate applied as at April 1, 2019 was 5.14%. The lease liabilities as at April 1, 2019 can be reconciled to the operating lease commitments as at March 31, 2019 as follows: Reconciliation of operating leases commitments to lease liabilities Operating lease commitments as at March 31, 2019 $ 1,587,571 Non-lease components separated from lease components (60,755 ) Other (15,189 ) Effect of discounting (149,265 ) Discounted lease liabilities as at April 1 st $ 1,362,362 (i) Income tax: On June 7, 2017, the IASB issued IFRIC 23, Uncertainty over Income Tax Treatments The Interpretation requires an entity to: • Contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution; • Reflect an uncertainty in the amount of income tax payable (recoverable) if it is probable that it will pay (or recover) an amount for the uncertainty; and • Measure a tax uncertainty based on the most likely amount or expected value depending on whichever method better predicts the amount payable (recoverable). The Corporation has adopted the Interpretation which did not have an impact on the Corporation’s consolidated financial statements. |
New standards and interpretations not yet adopted | (r) New standards and interpretations not yet adopted: A number of new standards, and amendments to standards and interpretations, are not yet effective for the years ended March 31, 2020 and 2019, and have not been applied in preparing these consolidated financial statements. Management does not expect that any of the new standards and amendments to existing standards issued but not yet effective would have a material impact on the Corporation’s consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Significant Accounting Policies [Abstract] | |
Summary of Subsidiaries Wholly-owned and Jurisdiction of Incorporation | The Corporation’s subsidiaries, all of which are wholly-owned, and their jurisdiction of incorporation are as follows: Subsidiary Jurisdiction of Incorporation Biodroga Nutraceuticals Inc. Quebec SugarLeaf Labs, Inc. Delaware (with a Certificate of Authority to operate in North Carolina) Neptune Holding USA, Inc. Delaware 9354-7537 Québec Inc. Quebec |
Schedule of Estimated Useful Lives | The estimated useful lives for the current and comparative periods are as follows: Asset Method Period/Rate Building and building components Straight-line 20 to 40 years Laboratory, R&D and plant equipment Straight-line 10 to 20 years Furniture and office equipment Declining balance 20% to 30% Computer equipment Straight-line 2 to 5 years |
Schedule of intangible assets with finite useful lives | Intangible assets with finite useful lives are amortized as follows: Asset Method Period/Rate Non compete agreements Straight-line 3 years Customer relationships Straight-line 10 years Farmer relationships Straight-line 3 years License agreements Straight-line 31 months to 12 years Website and trademarks Straight-line 4 years Computer software Straight-line 3 to 5 years |
Summary of Impacts of Adopting IFRS 16 on Consolidated Statement of Financial Position | The following table summarizes the impacts of adopting IFRS 16 on the Corporation’s consolidated statement of financial position as at April 1, 2019: Impact of adopting IFRS 16 as at April 1 st Note Increase (decrease) Assets Current assets: Prepaid expenses (i) $ (22,127 ) Non-current assets: Right-of-use of assets (ii) 1,176,744 Total assets $ 1,154,617 Liabilities Current liabilities: Lease liabilities (ii) $ 334,872 Non-current liabilities: Lease liabilities (ii) 1,027,490 Deferred lease inducements (i) (207,745 ) Total liabilities and equity $ 1,154,617 (i) Prepaid expenses and deferred lease inducements related to previous operating leases were derecognized and netted against the right-of-use assets. (ii) Lease liabilities of $1,362,362 and related right-of-use assets of $1,176,744 were recognized and presented separately on the consolidated statement of financial position. There was no adjustment from the adoption of IFRS 16 on the opening retained earnings as at April 1, 2019 due to the Corporation choice on transition method. |
Reconciliation of Operating Leases Commitments to Lease Liabilities | Reconciliation of operating lease commitments to lease liabilities recognized When measuring lease liabilities, the Corporation discounted lease payments using its incremental borrowing rate as at April 1, 2019. The weighted average incremental borrowing rate applied as at April 1, 2019 was 5.14%. The lease liabilities as at April 1, 2019 can be reconciled to the operating lease commitments as at March 31, 2019 as follows: Reconciliation of operating leases commitments to lease liabilities Operating lease commitments as at March 31, 2019 $ 1,587,571 Non-lease components separated from lease components (60,755 ) Other (15,189 ) Effect of discounting (149,265 ) Discounted lease liabilities as at April 1 st $ 1,362,362 |
Acquisition of SugarLeaf Labs (
Acquisition of SugarLeaf Labs (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Business Combinations [Line Items] | |
Summary of Purchase Price of Acquisition, Fair Value of Identifiable Assets Acquired and Liabilities Assumed as of Acquisition Date | The following table summarizes the purchase price of the acquisition, the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date: Adjusted Final Consideration Assets acquired Trade and other receivables $ 151,178 Inventories 1,130,965 Property and equipment 1,936,574 Right-of-use asset 499,797 Customer relationships 9,173,116 Farmer relationships 12,208,918 25,100,548 Liabilities assumed Trade and other payables $ 125,956 Lease liability 522,843 648,799 Net assets acquired 24,451,749 Goodwill 115,817,746 Gross purchase consideration $ 140,269,495 Less: Settlement of pre-existing relationship (1,566,362 ) Purchase price $ 138,703,133 Consist of: Cash $ 15,770,400 Common shares 7,966,970 Contingent consideration - Classified as a liability 94,375,855 Contingent consideration - Classified as contributed surplus 20,589,908 Purchase price $ 138,703,133 |
Summary of Change in Fair Value of Contingent Consideration Liability | Change in fair value of contingent consideration liability: Balance at April 1, 2019 $ – Additions through a business combination 94,375,855 Change in fair value (97,208,166 ) Effect of movements in exchange rates 2,832,311 Balance at March 31, 2020 $ — |
Risk-adjusted Discount Rate to Reflect 1% Movement | |
Disclosure Of Business Combinations [Line Items] | |
Summary of Movement Following Effects on the Contingent Consideration at the Acquisition Date | Varying the above risk-adjusted discount rate to reflect a 1% movement would have the following effects on the contingent consideration at the acquisition date, assuming that all other variables remained constant: Increase Decrease Effect of change in assumption on: Contingent consideration - Classified as a liability $ (1,076,784 ) $ 1,105,768 Contingent consideration - Classified as contributed surplus (55,764 ) 56,704 $ (1,132,548 ) $ 1,162,472 |
Hemp Derived CBD Refined Oil Pricing to Reflect 10% Movement | |
Disclosure Of Business Combinations [Line Items] | |
Summary of Movement Following Effects on the Contingent Consideration at the Acquisition Date | Varying the above hemp derived CBD refined oil pricing to reflect a 10% movement would have the following effects on the contingent consideration at the acquisition date, assuming that all other variables remained constant: Increase Decrease Effect of change in assumption on: Contingent consideration - Classified as a liability $ 5,765,653 $ (18,166,584 ) Contingent consideration - Classified as contributed surplus — — $ 5,765,653 $ (18,166,584 ) |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Trade And Other Current Receivables [Abstract] | |
Summary of Trade and Other Receivables | March 31, March 31, 2020 2019 Trade receivables $ 8,836,645 $ 4,889,612 Sales taxes receivable 747,061 697,561 Accrued and other receivables 1,190,640 136,487 Tax credits receivable 14,336 49,685 Grants receivables 4,889 33,043 $ 10,793,571 $ 5,806,388 The Corporation’s exposure to credit and foreign exchange risks related to trade and other receivables is presented in note 20 (b). |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Classes Of Inventories [Abstract] | |
Schedule of Inventories | March 31, March 31, 2020 2019 Raw materials $ 5,065,731 $ 3,410,613 Work in progress 2,790,815 281,027 Finished goods 553,828 635,914 Supplies and spare parts 682,164 710,607 $ 9,092,538 $ 5,038,161 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Property Plant And Equipment [Abstract] | |
Summary of Property Plant and Equipment | Building Laboratory, Furniture and building R&D and plant and office Computer Land components equipment equipment equipment Total Cost: Balance at March 31, 2018 $ 228,630 $ 23,163,119 $ 26,901,440 $ 445,360 $ 372,111 $ 51,110,660 Additions — 2,290,779 5,206,225 783 100,560 7,598,347 Disposals — — (40,000 ) — — (40,000 ) Balance at March 31, 2019 228,630 25,453,898 32,067,665 446,143 472,671 58,669,007 Additions through a business acquisition (note 4) — 1,161,182 683,498 89,288 2,606 1,936,574 Additions — 5,488,474 8,229,923 74,902 172,657 13,965,956 Disposals — — (12,145 ) — (2,788 ) (14,933 ) Effect of movements in exchange rates — 81,288 45,957 6,251 182 133,678 Balance at March 31, 2020 $ 228,630 $ 32,184,842 $ 41,014,898 $ 616,584 $ 645,328 $ 74,690,282 Accumulated depreciation: Balance at March 31, 2018 — 3,451,791 5,276,487 295,464 277,342 9,301,084 Disposals — — (7,667 ) — — (7,667 ) Depreciation for the year — 771,634 1,509,432 30,840 39,711 2,351,617 Balance at March 31, 2019 — 4,223,425 6,778,252 326,304 317,053 11,645,034 Disposals — — (361 ) — (407 ) (768 ) Depreciation for the year — 872,351 2,023,525 38,952 70,189 3,005,017 Effect of movements in exchange rates — 1,920 9,515 773 217 12,425 Balance at March 31, 2020 $ – $ 5,097,696 $ 8,810,931 $ 366,029 $ 387,052 $ 14,661,708 Net carrying amounts: March 31, 2019 $ 228,630 $ 21,230,473 $ 25,289,413 $ 119,839 $ 155,618 $ 47,023,973 March 31, 2020 228,630 27,087,146 32,203,967 250,555 258,276 60,028,574 |
Summary of Depreciation Expense of Property Plant and Equipment | Depreciation expense has been recorded in the following accounts in the consolidated statements of earnings and comprehensive income (loss): Years ended March 31, March 31, 2020 2019 Cost of sales $ 2,755,243 $ — Research and development expenses — 2,115,631 Selling, general and administrative expenses 249,774 235,986 $ 3,005,017 $ 2,351,617 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Lease [Abstract] | |
Summary of Right-of-use Assets | (a) Right-of-use assets Buildings Equipment Total Balance as at April 1 st $ 1,138,729 $ 38,015 $ 1,176,744 Business acquisition (note 4) 499,797 – 499,797 Additions – 54,063 54,063 Amortization for the period (364,740 ) (13,569 ) (378,309 ) Effect of movements in exchange rates 33,959 – 33,959 Balance as at March 31, 2020 $ 1,307,745 $ 78,509 $ 1,386,254 Amortization of right-of-use assets is included in the consolidated statement of earnings and comprehensive income (loss Year ended March 31, 2020 Included in cost of sales $ 56,378 Included in general and administrative expenses 321,931 Total amortization $ 378,309 |
Summary of Lease Liabilities | (b) Lease liabilities The following table summarizes the lease liabilities amounts recognized in the consolidated statement of financial position as at March March 31, 2020 Current $ 450,125 Non-current 1,141,314 The following table summarizes changes to the lease liabilities for the year ended March 31, 2020: Year ended March 31, 2020 Balance as at April 1 st $ 1,362,362 Business acquisition (note 4) 522,843 Additions 54,063 Payments (490,831 ) Interest expense 106,337 Effect of movements in exchange rate 36,665 Balance as at March 31, 2020 $ 1,591,439 |
Summary of Cash Outflow for Leases Recognized in Consolidated Statement of Cash Flows | (c) Cash outflow for leases recognized in the consolidated statement of cash flows Year ended March 31, 2020 Operating activities: Cash outflow for non-lease components not included in the measurement of lease liabilities $ (27,378 ) Cash inflow for income from sublease 111,366 $ 83,988 Financing activities: Cash outflow for principal portion of lease liabilities $ (384,494 ) Cash outflow for interest portion of lease liabilities - included within interest paid (106,337 ) $ (490,831 ) Total net cash outflow for leases $ (406,843 ) |
Summary of Maturity Analysis of Contractual Undiscounted Cash Flows | (d) Maturity analysis – contractual undiscounted cash flows March 31, 2020 Less than 1 year $ 556,742 Between 1 and 5 years 1,292,002 More than 5 years – Total contractual undiscounted cash flows of lease liabilities $ 1,848,744 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Intangible Assets And Goodwill [Abstract] | |
Schedule of Reconciliation of Changes in Intangible Assets and Goodwill | Non-compete Customer Farmer License Website and Computer Goodwill agreements relationships relationships Patents agreements trademarks software Total Cost: Balance at March 31, 2018 $ 6,750,626 $ 400,000 $ 4,100,000 $ — $ 360,820 $ 2,305,803 $ — $ 71,271 $ 13,988,520 Additions — — — — 2,745,840 — 301,829 3,047,669 Balance at March 31, 2019 6,750,626 400,000 4,100,000 — 360,820 5,051,643 — 373,100 17,036,189 Additions through a business acquisition (note 4) 115,817,746 — 9,173,116 12,208,918 — — — — 137,199,780 Additions — — — — — 61,455 119,616 — 181,071 Effect of movements in exchange rates 8,107,771 — 642,160 854,680 — — — — 9,604,611 Balance at March 31, 2020 $ 130,676,143 $ 400,000 $ 13,915,276 $ 13,063,598 $ 360,820 $ 5,113,098 $ 119,616 $ 373,100 $ 164,021,651 Accumulated amortization: Balance at March 31, 2018 $ — $ 297,111 $ 920,767 $ — $ 360,820 $ 351,562 $ — $ — $ 1,930,260 Amortization for the year — 102,889 410,004 — — 181,716 — 10,096 704,705 Balance at March 31, 2019 — 400,000 1,330,771 — 360,820 533,278 — 10,096 2,634,965 Amortization for the year — — 1,030,433 2,745,599 — 1,145,681 4,578 74,619 5,000,910 Impairment loss 85,548,266 — — — — — — — 85,548,266 Effect of movements in exchange rates 2,794,703 — 33,923 157,423 — — — — 2,986,049 Balance at March 31, 2020 $ 88,342,969 $ 400,000 $ 2,395,127 $ 2,903,022 $ 360,820 $ 1,678,959 $ 4,578 $ 84,715 $ 96,170,190 Net carrying amounts: March 31, 2019 $ 6,750,626 $ — $ 2,769,229 $ — $ — $ 4,518,365 $ — $ 363,004 $ 14,401,224 March 31, 2020 42,333,174 — 11,520,149 10,160,576 — 3,434,139 115,038 288,385 67,851,461 |
Summary of Amortisation Expense has Recorded in Consolidated Statements of Earnings and Comprehensive Income (Loss) | Amortization expense has been recorded in the following accounts in the consolidated statements of earnings and comprehensive income (loss): Years ended March 31, March 31, 2020 2019 Cost of sales $ 40,384 $ — Research and development expenses — 10,096 Selling, general and administrative expenses 4,960,526 694,609 $ 5,000,910 $ 704,705 |
Summary of Aggregate Amount of Goodwill is Allocated to Each CGU | The aggregate amount of goodwill is allocated to each CGU as follows: March 31, March 31, 2020 2019 Biodroga - Nutraceutical segment $ 3,283,626 $ 6,750,626 SugarLeaf - Cannabis segment 39,049,548 — $ 42,333,174 $ 6,750,626 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Trade And Other Current Payables [Abstract] | |
Summary of Trade and Other Payables | March 31, March 31, 2020 2019 Trade payables $ 5,157,772 $ 3,002,341 Accrued liabilities and other payables 3,271,958 3,319,546 Employee salaries and benefits payable 3,089,673 1,434,567 Short-term portion of long-term payables 932,266 762,785 $ 12,451,669 $ 8,519,239 |
Loans and Borrowings (Tables)
Loans and Borrowings (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Borrowings [Abstract] | |
Summary of Contractual Terms of Corporation's Loans and Borrowings | This note provides information about the contractual terms of the Corporation’s loans and borrowings, which are measured at amortized cost. March 31, March 31, 2020 2019 Loans and borrowings: Revolving facility of $5,000,000 secured through a first-ranking mortgage on all movable assets of Biodroga current and future, corporeal and incorporeal, and tangible and intangible. The Corporation is subject to certain financial covenants under this secured facility. As at March 31, 2020, Neptune was in compliance with these financial covenants. Amounts are net of transaction costs of $69,073. (i) $ 3,180,927 $ — Loan, bearing interest at prime rate plus 1.70%, secured through a first-ranking mortgage on all movable assets of Biodroga current and future, corporeal and incorporeal, and tangible and intangible, reimbursed during the year. — 2,846,501 Authorized bank line of credit of $2,500,000 bearing interest at prime rate plus 0.50%, reimbursed and extinguished during the year. — 620,000 3,180,927 3,466,501 Less current portion of loans and borrowings 3,180,927 3,466,501 Loans and borrowings $ — $ — (i) During the year ended March 31, 2020, Neptune closed a revolving line of credit with a large Canadian financial institution for an amount of $5,000,000 to support the nutraceutical segment. As at March 31, 2020, the Corporation has drawn banker’s acceptances for $3,250,000 with maturity dates from May 28, 2020 to June 1 st |
Capital and Other Components _2
Capital and Other Components of Equity (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Default Root [Abstract] | |
Summary of Warrants | ( f ) Warrants: The warrants of the Corporation are composed of the following as at March 31, 2020 and 2019: March 31, March 31, 2020 2019 Number Number Number Number outstanding vested Amount outstanding vested Amount Warrants IQ financing ( i ) — — $ — 750,000 750,000 $ 648,820 Warrants IFF (ii) 2,000,000 — 388,281 — — — Warrants AMI (iii) 4,175,000 3,300,000 18,209,495 — — — 6,175,000 3,300,000 $ 18,597,776 750,000 750,000 $ 648,820 (i) During the year ended March 31, 2020, Neptune issued 750,000 common shares of the Corporation for warrants exercised for a total cash consideration of $2,527,500. (ii) During the year ended March 31, 2020, Neptune granted 2,000,000 warrants with an exercise price of US$12.00 expiring on November 7, 2024. The warrants, granted in exchange for services to be rendered by nonemployees, vest in four equal biannual installments, starting on May 7, 2020. As at March 31, 2020, the fair value of the services to be rendered has been estimated using the fair value of the warrants using the Black-Scholes option pricing model to be $999,443 (US$0.7 million) of which $388,281 was recognized as an expense during the year ended March 31, 2020. The Corporation used a risk-free rate of 1.70%, a volatility of 81% and a contractual life of 5 years in the model. These inputs are classified as Level 3 in the fair value hierarchy. Each quarter-end, the fair value of the non vested warrants will be revaluated. (iii) During the year ended March 31, 2020, Neptune granted 4,175,000 warrants with an exercise price of US$8.00 expiring on October 3, 2024 and February 5, 2025. The warrants, granted in exchange for services to be rendered by non-employees, vest proportionally to the services rendered. The fair value of the warrants is based on the fair value of the services which are reliably measurable. The fair value has been estimated to $23,131,195 (US$16.7 million) of which $18,209,495 was recognized as an expense during the year ended March |
Personnel Expense (Table)
Personnel Expense (Table) | 12 Months Ended |
Mar. 31, 2020 | |
Personnel Expenses [Abstract] | |
Disclosure of Employee Related Expense Explanatory | Years ended March 31, March 31, 2020 2019 Salaries and other short-term employee benefits $ 17,245,401 $ 7,665,614 Severance 385,182 — Share-based compensation 16,471,766 3,712,415 $ 34,102,349 $ 11,378,029 |
Finance Income and Finance Co_2
Finance Income and Finance Costs (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Finance Income And Costs [Abstract] | |
Summary of Finance Income | (a) Finance income: Years ended March 31, March 31, 2020 2019 Interest income $ 151,219 $ 234,700 Foreign exchange gain 1,883,999 11,952 Finance income $ 2,035,218 $ 246,652 |
Summary of Finance Costs | (b) Finance costs: Years ended March 31, March 31, 2020 2019 Interest charges and other finance costs $ (477,370 ) $ (455,136 ) Interest on lease liabilities (note 8) (106,337 ) — Finance costs $ (583,707 ) $ (455,136 ) |
Share-based Payments (Tables)
Share-based Payments (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |
Schedule of Stock-based Compensation Included in Consolidated Statement of Earnings and Comprehensive Income (loss) | Stock-based compensation is included in the consolidated statement of earnings and comprehensive income (loss Years ended March 31, March 31, 2020 2019 Included in cost of sales $ 330,691 $ — Included in selling, general and administrative expenses 15,888,976 2,666,000 Included in research and development expenses 374,921 1,046,415 Total stock-based compensation $ 16,594,588 $ 3,712,415 |
Stock Option Plan | |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |
Schedule of Number and Weighted Average Exercise Price | The number and weighted average exercise prices of stock options are as follows: 2020 2019 Weighted Weighted average average exercise Number of exercise Number of price options price options Options outstanding at April 1, 2019 and 2018 $ 2.02 9,651,085 $ 1.92 10,091,546 Granted 5.35 1,597,939 4.59 333,062 Exercised (note 14 (b)) 1.90 (2,067,418 ) 1.65 (747,523 ) Forfeited ( i ) 3.53 (1,139,179 ) 4.65 (26,000 ) Options outstanding at March 31, 2020 and 2019 $ 2.50 8,042,427 $ 2.02 9,651,085 Options exercisable at March 31, 2020 and 2019 $ 2.20 3,666,651 $ 1.99 3,390,310 |
Schedule of Number and Contractual Life | 2020 Options outstanding Exercisable options Weighted remaining Weighted Weighted contractual Number of number of average Exercise life options options exercise price outstanding outstanding exercisable price $1.24 - $1.91 1.42 931,248 759,152 $ 1.54 $1.92 - $2.05 2.23 4,294,779 1,291,779 1.98 $2.06 - $2.36 1.70 1,375,000 1,350,000 2.16 $2.37 - $5.19 4.10 622,161 140,720 4.60 $5.20 - $6.65 5.19 819,239 125,000 6.31 2.49 8,042,427 3,666,651 $ 2.20 |
Summary of Assumptions Used to Determine Fair Value of Options Granted | The fair value of options granted has been estimated according to the Black-Scholes option pricing model and based on the weighted average of the following assumptions for options granted to employees during the years ended March 31, 2020 and 2019: 2020 2019 Exercise price $ 5.35 $ 4.59 Share price $ 5.05 $ 4.82 Dividend ‒ ‒ Risk-free interest 1.47 % 1.92 % Estimated life (years) 4.17 3.39 Expected volatility 65.63 % 55.93 % |
Non-market Performance Options | |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |
Summary of Assumptions Used to Determine Fair Value of Options Granted | The fair value of the CEO non-market performance options granted has been estimated according to the Black-Scholes option pricing model at the grant date using the following assumptions: Year ended March 31, 2020 Exercise price $ 5.90 Share price $ 6.42 Dividend ‒ Risk-free interest 1.59 % Estimated life (years) 10 Expected volatility 69.00 % The expected volatility was based on the historical volatility of the Corporation’s stock. |
Schedule of Number and Weighted Average Exercise Price | The number and weighted average exercise prices of performance options are as follows: 2020 Weighted average exercise Number of price options Options outstanding at April 1, 2019 $ — — Granted 5.90 3,500,000 Options outstanding at March 31, 2020 $ 5.90 3,500,000 |
Market Performance Options | |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |
Schedule of Number and Weighted Average Exercise Price | The number and weighted average exercise prices of market performance options are as follows: 2020 2019 Weighted Weighted average average exercise Number of exercise Number of price options price options Options outstanding at April 1, 2019 and 2018 $ 1.55 25,000 $ 1.55 325,000 Granted 5.88 5,500,000 — — Exercised (note 14 (b)) — — 1.55 (300,000 ) Options outstanding at March 31, 2020 and 2019 $ 5.86 5,525,000 $ 1.55 25,000 Options exercisable at March 31, 2020 and 2019 $ 5.66 775,000 $ 1.55 25,000 2020 Options outstanding Exercisable options Weighted remaining Weighted Weighted contractual Number of number of average Exercise life options options exercise price outstanding outstanding exercisable price $1.55 0.55 25,000 25,000 $ 1.55 $5.88 9.28 5,500,000 750,000 5.80 9.24 5,525,000 775,000 $ 5.66 |
Summary of Assumptions Used to Determine Fair Value of Options Granted | The fair value of market performance options granted has been estimated according to a risk-neutral Monte Carlo simulation pricing model based on the grant date following assumptions for options granted to the CEO: 2020 Exercise price $ 5.88 Share price $ 6.28 Dividend ‒ Risk-free interest 1.69 % Estimated life (years) 10 Expected volatility 68.13 % |
Deferred Share Units | |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |
Schedule of Number and Weighted Average Exercise Price | The Corporation has established an equity incentive plan for employees, directors and consultants of the Corporation. The plan provides for the issuance of restricted share units, performance share units, restricted shares, deferred share units and other share-based awards, subject to restricted conditions as may be determined by the Board of Directors. Upon fulfillment of the restricted conditions, as the case may be, the plan provides for settlement of the awards outstanding through shares. 2020 2019 Weighted Weighted average average exercise Number of exercise Number of price DSUs price DSUs DSUs outstanding at April 1, 2019 and 2018 $ 1.56 448,387 $ 1.50 570,752 Granted 5.60 8,924 3.79 19,788 Forfeited 1.75 (75,719 ) 3.79 (6,596 ) Released through the issuance of common shares (note 14 (c)) 1.48 (333,279 ) 1.51 (135,557 ) DSUs outstanding at March 31, 2020 and 2019 $ 2.60 48,313 $ 1.56 448,387 DSUs exercisable at March 31, 2020 and 2019 $ 2.47 45,730 $ 1.50 285,089 |
Restricted Stock Units | |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |
Schedule of Number and Weighted Average Exercise Price | As part of the employment agreement of the new CEO, the Corporation granted RSUs which vest over three years in 36 equal instalments. The fair value of the RSUs is determined to be the share price at the date of grant and is recognized as stock-based compensation, through contributed surplus, over the vesting period. The fair value of the RSUs granted during the year ended March 31, 2020 was $5.80 per unit. 2020 Weighted average share Number of price RSUs RSUs outstanding at April 1, 2019 $ — — Granted 5.80 2,800,000 Released through the issuance of common shares (note 14 (d)) 5.80 (437,849 ) Withheld as payment of withholding taxes (note 14 (d)) 5.80 (262,153 ) RSUs outstanding at March 31, 2020 $ 5.80 2,099,998 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Income Tax [Abstract] | |
Schedule of Deferred Taxes Expense (Income) | Deferred taxes expense: 2020 2019 Origination and reversal of temporary differences $ (6,300,795 ) $ (5,016,319 ) Change in unrecognized deductible temporary differences 10,902,135 5,186,330 Deferred tax expense $ 4,601,340 $ 170,011 |
Schedule of Reconciliation of Effective Tax Rate | Reconciliation of effective tax rate: 2020 2019 Loss before income taxes $ (56,261,922 ) $ (23,021,688 ) Basic combined Canadian statutory income tax rate 1 26.58 % 26.68 % Income tax $ (14,954,419 ) $ (6,142,186 ) Increase (decrease) resulting from: Change in unrecognized deductible temporary differences 10,902,135 5,186,330 Permanent difference on impairment on goodwill 4,525,915 — Non-deductible stock-based compensation 4,410,842 990,472 Difference in statutory tax rates of foreign subsidiaries (190,567 ) — Other permanent differences and other (92,566 ) 135,395 Total tax expense $ 4,601,340 $ 170,011 1 The Canadian combined statutory income tax rate has decreased due to a reduction in the provincial statutory income tax rate. |
Schedule of Recognized Deferred Tax Assets and Liabilities | The details of changes of deferred income taxes are as follows for the year ended March 31, 2020: Balance as at Foreign Balance as at March 31, exchange Recognized in March 31, 2019 effect net income 2020 Tax losses carried forward $ 5,926,010 $ 104,541 $ 1,902,655 $ 7,933,206 Research and development expenses 244,173 — 67,738 311,911 Intangible assets (1,041,732 ) 27,293 686,591 (327,848 ) Right-of-use assets — (5,165 ) (344,365 ) (349,530 ) Goodwill — (311,098 ) (6,744,802 ) (7,055,900 ) Property, plant and equipment (3,813,728 ) (37,777 ) (804,544 ) (4,656,049 ) Lease liabilities — 5,621 202,260 207,881 Tax credits receivable (40,555 ) — (8,330 ) (48,885 ) Prepaid royalty income (1,471,349 ) — 441,457 (1,029,892 ) $ (197,181 ) $ (216,585 ) $ (4,601,340 ) $ (5,015,106 ) The details of changes of deferred income taxes are as follows for the year ended March 31, 2019: Balance as at Balance as at March 31, Recognized in March 31, 2018 net income 2019 Tax losses carried forward $ 7,341,814 $ (1,415,804 ) $ 5,926,010 Research and development expenses 245,177 (1,004 ) 244,173 Intangible assets (1,196,882 ) 155,150 (1,041,732 ) Property, plant and equipment (4,463,815 ) 650,087 (3,813,728 ) Tax credits receivable (40,708 ) 153 (40,555 ) Prepaid royalty income (1,912,756 ) 441,407 (1,471,349 ) $ (27,170 ) $ (170,011 ) $ (197,181 ) |
Schedule of Tax Losses Carried Forward | As at March 31, 2020, the amounts and expiry dates of tax attributes and temporary differences, for which no tax assets have been recognized, which are available to reduce future years’ taxable income were as follows. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Corporation can utilise the benefits there from. Federal Provincial Tax losses carried forward 2035 $ 11,254,000 $ 6,276,000 2036 3,052,000 3,052,000 2037 9,050,000 10,499,000 2038 27,000 22,000 2039 9,971,000 10,595,000 2040 42,768,000 42,768,000 $ 76,122,000 $ 73,212,000 Research and development expenses, without time limitation $ 11,415,000 $ 16,091,000 Other deductible temporary differences, without time limitation $ 5,212,000 $ 5,212,000 |
Schedule of Unused Tax Credits | Unused federal Research and Development investment tax credits, for which no benefit has been recognized, may be used to reduce future federal income taxes payable and expire as follows: 2022 $ 76,000 2023 217,000 2024 75,000 2025 54,000 2026 91,000 2027 145,000 2028 64,000 2029 107,000 2030 206,000 2031 244,000 2032 129,000 2033 124,000 2034 106,000 2035 263,000 2036 210,000 2037 159,000 2038 63,000 2039 41,000 $ 2,374,000 |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosure (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Supplementary Cash Flow Information [Abstract] | |
Summary of Supplemental Cash Flow Disclosure | (a) Changes in operating assets and liabilities: March 31, March 31, 2020 2019 Trade and other receivables $ (5,005,467 ) $ (165,944 ) Prepaid expenses (2,895,616 ) (720,733 ) Inventories (4,737,264 ) 223,168 Trade and other payables 5,165,884 680,689 Deferred revenues 14,539 22,751 Provisions (1,226,873 ) 7,964,576 Changes in operating assets and liabilities $ (8,684,797 ) $ 8,004,507 (b) Non-cash transactions: March 31, March 31, 2020 2019 Acquired property, plant and equipment included in trade and other payables $ 1,637,180 $ 1,316,567 Intangible assets included in trade and other payables 712,553 557,480 Intangible assets included in long-term payables 379,948 841,134 Provision settled in shares of the Corporation (note 12 (b)) 3,312,000 — Deferred lease inducements against right-of-use assets for IFRS 16 transition (note 3 (q)(i))) 207,745 — Prepaid rent applied against right-of-use assets for IFRS 16 transition (note 3 (q)(i))) 22,127 — Settlement of pre-existing relationship included in prepaid expenses (note 4) 1,228,635 — Common shares of Acasti held by the Corporation transferred to settle provision (note 12 (b)) 2,310,000 — |
Summary of Reconciliation of Liabilities to Cash Flows from Financing Activities | (c) Reconciliation of movements of liabilities to cash flows arising from financing activities: Cash (used in) provided by financing activities Non-cash changes Balance as at March 31, 2019 Proceeds Repayments Accretion of interest Financing and discounted fees Balance as at March 31, 2020 Loan $ 2,846,501 $ – $ (2,957,132 ) $ 110,631 $ – $ – Facility of credit – 4,100,000 (850,000 ) 34,535 (103,608 ) 3,180,927 Bank line of credit 620,000 – (620,000 ) – – – Total long-term debt $ 3,466,501 $ 4,100,000 $ (4,427,132 ) $ 145,166 $ (103,608 ) $ 3,180,927 Cash (used in) provided by financing activities Non-cash changes Balance as at March 31, 2018 Proceeds Repayments Accretion of interest Financing and discounted fees Changes in fair value Balance as at March 31, 2019 Loan $ 3,891,077 – $ (1,071,433 ) $ 32,599 $ (5,742 ) – $ 2,846,501 Balance of purchase price 261,596 – (261,596 ) – – – – Bank line of credit 490,000 130,000 – – – – 620,000 Finance lease liabilities 18,683 – (18,683 ) – – – – Total long-term debt $ 4,661,356 $ 130,000 $ (1,351,712 ) $ 32,599 $ (5,742 ) $ – $ 3,466,501 Interest rate swap asset used for hedging $ (19,090 ) $ – $ – $ – $ – $ 19,090 $ – |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Financial Instruments [Line Items] | |
Schedule of Aging of Trade Receivable Balances and Allowance for Doubtful Accounts | The aging of trade receivable balances and the allowance for doubtful accounts as at March 31, 2020 and 2019 were as follows: March 31, March 31, 2020 2019 Current $ 5,744,599 $ 3,872,893 Past due 0-30 days 930,050 792,910 Past due 31-120 days 1,993,731 27,885 Past due over 121 days 891,888 812,770 Trade receivables 9,560,268 5,506,458 Less expected credit loss (723,623 ) (616,846 ) $ 8,836,645 $ 4,889,612 |
Schedule of Movement in Expected Credit Loss in Respect of Trade Receivables | The movement in expected credit loss in respect of trade receivables was as follows: March 31, March 31, 2020 2019 Balance, beginning of year $ 616,846 $ 605,964 Bad debt expenses 132,283 5,952 Foreign exchange loss 8,896 4,930 Reversal of the expected credit loss (34,402 ) — Balance, end of year $ 723,623 $ 616,846 |
Schedule of Contractual Maturities of Financial Liabilities | The following are the contractual maturities of financial liabilities as at March 31, 2020 and 2019: March 31, 2020 Carrying Contractual Less than 1 to More than Required payments per year amount cash flows 1 year 5 years 5 years Trade and other payables and long-term payables $ 13,007,109 $ 13,007,109 $ 12,451,669 $ 555,440 $ – Loans and borrowings * 3,180,927 3,208,864 3,208,864 – – $ 16,188,036 $ 16,215,973 $ 15,660,533 $ 555,440 $ – * Includes interest payments to be made at the contractual rate. March 31, 2019 Carrying Contractual Less than 1 to More than Required payments per year amount cash flows 1 year 5 years 5 years Trade and other payables and long-term payable $ 9,374,576 $ 9,374,576 $ 8,519,239 $ 855,337 $ – Loans and borrowings * 3,466,501 3,577,595 3,577,595 – – $ 12,841,077 $ 12,952,171 $ 12,096,834 $ 855,337 $ – * Includes interest payments to be made at the contractual rate. |
Foreign Exchange Rate Risk | |
Disclosure Of Financial Instruments [Line Items] | |
Schedule of Effect of Changes in Foreign Exchange Currency | The following table provides an indication of the Corporation’s significant foreign exchange currency exposures as stated in Canadian dollars at the following dates: March 31, March 31, 2020 2019 EURO US$ EURO US$ Cash and cash equivalents $ 5,936 $ 8,422,874 $ 9,736 $ 623,698 Trade and other receivables — 4,224,026 - 2,853,473 Trade and other payables and lease liabilities (51,852 ) (7,115,681 ) (263,232 ) (1,303,107 ) Long-term payables — (448,554 ) — (111,686 ) $ (45,916 ) $ 5,082,665 $ (253,496 ) $ 2,062,378 The following exchange rates are those applicable for the years ended March 31, 2020 and 2019: March 31, March 31, 2020 2019 Average Reporting Average Reporting US$ per CAD 1.3306 1.4062 1.3122 1.3349 EURO per CAD 1.4784 1.5511 1.5192 1.4975 Based on the Corporation’s foreign currency exposures noted above, varying the above foreign exchange rate to reflect a 5% strengthening of the US dollar would have increased (decreased) the net loss as follows, assuming that all other variables remained constant: March 31, March 31, 2020 2019 EURO US$ EURO US$ Increase (decrease) in net profit $ (2,296 ) $ 254,132 $ (12,675 ) $ 103,118 |
Interest rate risk [member] | |
Disclosure Of Financial Instruments [Line Items] | |
Summary of Corporation's Exposure to Interest Rate Risk | The Corporation’s exposure to interest rate risk as at March 31, 2020 and 2019 is as follows: Cash and cash equivalents Short-term fixed interest rate Short-term investments Short-term fixed interest rate Loans and borrowings Fixed and variable interest rates |
Capital Management (Tables)
Capital Management (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Capital Management [Abstract] | |
Summary of Short-term Investment | The Corporation’s short-term investment as at March 31, 2020 and 2019 are as follows: March 31, March 31, 2020 2019 Maturity Maturity date Rate Amount date Rate Amount Short-term investment April 28, 2020 1.40 % 36,000 Dec. 11, 2019 1.40 % 48,000 |
Operating segments (Tables)
Operating segments (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Operating Segments [Abstract] | |
Summary of Information About Reportable Segments | (a) Information about reportable segments: Year ended March 31, 2020: Nutraceutical Cannabis Corporate Total Revenue from external sales, royalties and other revenues $ 21,278,218 $ 8,075,070 $ 224,516 $ 29,577,804 Gross profit (loss) 6,573,249 (8,636,212 ) 224,516 (1,838,447 ) Research and development expenses net of credits and grants (456,659 ) (2,413,838 ) (2,870,497 ) Selling, general and administrative expenses (11,241,606 ) (18,830,149 ) (30,071,755 ) Impairment loss on goodwill (3,467,000 ) (82,081,266 ) (85,548,266 ) Segment income (loss) before contingent consideration and corporate expenses (8,592,016 ) (111,961,465 ) 224,516 (120,328,965 ) Change in fair value of contingent consideration — 97,208,166 97,208,166 Segment income (loss) before corporate expenses (8,592,016 ) (14,753,299 ) 224,516 (23,120,799 ) Unallocated costs: Corporate general and administrative expenses (34,592,634 ) (34,592,634 ) Net finance income 1,451,511 1,451,511 Income tax expense (4,601,340 ) (4,601,340 ) Net loss (60,863,262 ) Depreciation and amortization (674,776 ) (7,212,875 ) (496,585 ) (8,384,236 ) Stock-based compensation (489,960 ) (1,243,401 ) (14,861,227 ) (16,594,588 ) Reportable segment assets 18,030,922 132,284,082 18,460,943 168,775,947 Reportable segment goodwill 3,283,626 39,049,548 — 42,333,174 Reportable segment liabilities 6,695,013 9,987,632 8,463,009 25,145,654 Year ended March 31, 2019: Nutraceutical Cannabis Corporate Total Revenue from external sales and royalties $ 24,429,592 $ 12,450 $ 24,442,042 Gross profit 7,601,998 12,450 7,614,448 Research and development expenses net of credits and grants (488,152 ) (6,723,401 ) (7,211,553 ) Selling, general and administrative expenses (4,524,704 ) (1,846,031 ) (6,370,735 ) Segment income (loss) before corporate expenses 2,589,142 (8,556,982 ) (5,967,840 ) Unallocated costs: Corporate general and administrative expenses $ (8,914,981 ) (8,914,981 ) Litigation provisions (7,930,383 ) (7,930,383 ) Net finance income (208,484 ) (208,484 ) Income tax expense (170,011 ) (170,011 ) Net loss (23,191,699 ) Depreciation and amortization (718,519 ) (2,125,727 ) (212,076 ) (3,056,322 ) Stock-based compensation (492,133 ) (1,046,415 ) (2,173,867 ) (3,712,415 ) Reportable segment assets 21,007,447 50,980,849 18,232,279 90,220,575 Reportable segment goodwill 6,750,626 — — 6,750,626 Reportable segment liabilities 7,330,354 3,150,146 10,755,149 21,235,649 |
Summary of Sales Revenue Derived from Sales of Goods | (b) The Corporation derives sales revenue from the sales of goods which are recognized at a point in time and the processing services which are recognized over time as follows: |
Summary of Revenue from Sales Based on Destination | Year ended Year ended March 31, 2020 March 31, 2019 Nutraceutical Cannabis Royalties Corporate Total revenues Nutraceutical Royalties Total revenues Canada $ 8,859,621 $ 5,375,057 $ 66,376 $ 224,516 $ 14,525,570 $ 8,606,834 $ 25,210 $ 8,632,044 United States 10,671,733 2,700,013 1,564,341 — 14,936,087 12,513,336 1,253,816 13,767,152 Other countries 116,147 — — — 116,147 2,042,846 — 2,042,846 $ 19,647,501 $ 8,075,070 $ 1,630,717 $ 224,516 $ 29,577,804 $ 23,163,016 $ 1,279,026 $ 24,442,042 Revenue is attributed to geographical locations based on the origin of customers’ location. The Corporation’s property plant and equipment located in Canada are in the amount of $54,842,682 and the property plant and equipment located in the United States of America are in the amount of $5,815,892. |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Transactions Between Related Parties [Abstract] | |
Summary of Key Management Personnel Compensation | Key management personnel compensation includes the following for the years ended March 31, 2020 and 2019: Years ended March 31, March 31, 2020 2019 Short-term benefits $ 5,680,693 $ 2,861,645 Share-based compensation costs 15,787,235 3,088,053 Severance ( i ) 272,788 — Long-term incentive (ii) 1,150,298 — $ 22,891,014 $ 5,949,698 (i) In the year ended March 31, 2020, an expense $272,788 was recorded related to the change in the management team as part termination severance. (ii) In the year ended March 31, 2020, an expense of $1,150,298 was recorded related to long-term incentive. The payable related to this long-term incentive of $1,217,769 is presented under Other liability in the consolidated statement of financial situation. According to the employment agreement with the CEO, a long-term incentive of $21,093,000 (US$15 million) is payable if the Corporation’s US market capitalization is at least $1.4 billion (US$1 billion) during its term agreement. Based on the risk-neutral Monte Carlo simulation, the Corporation could reach this market capitalization in 7.64 years and therefore the incentive is being recognized over the estimated period to achievement of 7.64 years. The assumptions used in the simulation include a risk free-rate of 0.70% and a volatility of 67.9%. On November 11, 2019, Neptune announced that it entered into a collaboration agreement with International Flavors & Fragrances Inc. (“IFF”) to co-develop hemp-derived products for the mass retail and health and wellness markets. App Connect Service, Inc. (“App Connect”), a company indirectly controlled by Michael Cammarata, CEO and Director of Neptune, is also a party to the agreement to provide related branding strategies and promotional activities. Under this strategic product development partnership, IFF will leverage its intellectual property for taste, scent and nutrition to provide essential oils and product development resources. Neptune will leverage its proprietary cold ethanol extraction processes and formulation intellectual property to deliver high quality, full- and broad-spectrum extracts for the development, manufacture and commercialization of hemp-derived products, infused with essential oils, for the cosmetics, personal care and household cleaning products markets. Neptune will be responsible for the marketing and sale of the products. Neptune will receive amounts from product sales and in turn will pay a royalty to each of IFF and App Connect associated with the sales of co-developed products. The payment of royalties to App Connect, subject to certain conditions, has been approved by the TSX. |
Reporting Entity - Additional I
Reporting Entity - Additional Information (Details) | 12 Months Ended |
Mar. 31, 2020ft² | |
Sherbrooke, Quebec | |
Disclosure Of Business Combinations [Line Items] | |
Area of facility | 50,000 |
North Carolina | |
Disclosure Of Business Combinations [Line Items] | |
Area of facility | 24,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Summary of Subsidiaries Wholly-owned and Jurisdiction of Incorporation (Details) | 12 Months Ended |
Mar. 31, 2020 | |
Biodroga Nutraceuticals Inc. | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Subsidiary | Biodroga Nutraceuticals Inc. |
Jurisdiction of Incorporation | Quebec |
SugarLeaf Labs, Inc. | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Subsidiary | SugarLeaf Labs, Inc. |
Jurisdiction of Incorporation | Delaware (with a Certificate of Authority to operate in North Carolina) |
Neptune Holding USA, Inc. | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Subsidiary | Neptune Holding USA, Inc. |
Jurisdiction of Incorporation | Delaware |
9354-7537 Québec Inc. | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Subsidiary | 9354-7537 Québec Inc. |
Jurisdiction of Incorporation | Quebec |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Estimated Useful Lives (Details) | 12 Months Ended |
Mar. 31, 2020 | |
Building and building components | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Method | Straight-line |
Building and building components | Bottom of range | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Period/Rate | 20 years |
Building and building components | Top of range | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Period/Rate | 40 years |
Laboratory, R&D and plant equipment | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Method | Straight-line |
Laboratory, R&D and plant equipment | Bottom of range | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Period/Rate | 10 years |
Laboratory, R&D and plant equipment | Top of range | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Period/Rate | 20 years |
Furniture and office equipment | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Method | Declining balance |
Furniture and office equipment | Bottom of range | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Period/Rate | 20.00% |
Furniture and office equipment | Top of range | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Period/Rate | 30.00% |
Computer equipment | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Method | Straight-line |
Computer equipment | Bottom of range | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Period/Rate | 2 years |
Computer equipment | Top of range | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Period/Rate | 5 years |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Details) - CAD ($) | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Apr. 01, 2019 | ||
Disclosure Of Significant Accounting Policies [Line Items] | ||||
Capitalized development costs | $ 0 | $ 0 | ||
Indefinite life intangible assets | 0 | |||
Right-of-use assets | 0 | |||
Deficit | $ (163,534,626) | $ (102,671,364) | [1] | |
IFRS 16 | ||||
Disclosure Of Significant Accounting Policies [Line Items] | ||||
Weighted average incremental borrowing rate | 5.14% | |||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Intangible Assets with Finite Useful Lives (Details) | 12 Months Ended |
Mar. 31, 2020 | |
Non compete agreements | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Method | Straight-line |
Period/Rate | 3 years |
Customer relationships | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Method | Straight-line |
Period/Rate | 10 years |
Farmer relationships | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Method | Straight-line |
Period/Rate | 3 years |
License agreements | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Method | Straight-line |
License agreements | Bottom of range | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Period/Rate | 31 months |
License agreements | Top of range | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Period/Rate | 12 years |
Website and trademarks | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Method | Straight-line |
Period/Rate | 4 years |
Computer software | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Method | Straight-line |
Computer software | Bottom of range | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Period/Rate | 3 years |
Computer software | Top of range | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Period/Rate | 5 years |
Significant Accounting Polici_8
Significant Accounting Policies - Summary of Impacts of Adopting IFRS 16 on Consolidated Statement of Financial Position (Details) - CAD ($) | Mar. 31, 2020 | Apr. 01, 2019 | Mar. 31, 2019 | ||
Current assets: | |||||
Prepaid expenses | $ 2,296,003 | $ 1,093,677 | [1] | ||
Non-current assets: | |||||
Right-of-use of assets | 1,386,254 | ||||
Total assets | 168,775,947 | 90,220,575 | [1] | ||
Current liabilities: | |||||
Lease liabilities | 450,125 | ||||
Non-current liabilities: | |||||
Lease liabilities | 1,141,314 | ||||
Deferred lease inducements | [1] | 207,745 | |||
Total liabilities and equity | $ 168,775,947 | $ 90,220,575 | [1] | ||
Increase (Decrease) due to Application of IFRS 16 | |||||
Current assets: | |||||
Prepaid expenses | $ (22,127) | ||||
Non-current assets: | |||||
Right-of-use of assets | 1,176,744 | ||||
Total assets | 1,154,617 | ||||
Current liabilities: | |||||
Lease liabilities | 334,872 | ||||
Non-current liabilities: | |||||
Lease liabilities | 1,027,490 | ||||
Deferred lease inducements | (207,745) | ||||
Total liabilities and equity | $ 1,154,617 | ||||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Significant Accounting Polici_9
Significant Accounting Policies - Summary of Impacts of Adopting IFRS 16 on Consolidated Statement of Financial Position (Parenthetical) (Details) - CAD ($) | Mar. 31, 2020 | Apr. 01, 2019 | Mar. 31, 2019 |
Disclosure Of Significant Accounting Policies [Line Items] | |||
Lease liabilities | $ 1,591,439 | $ 1,362,362 | $ 1,362,362 |
Right-of-use of assets | $ 1,386,254 | ||
IFRS 16 | |||
Disclosure Of Significant Accounting Policies [Line Items] | |||
Lease liabilities | 1,362,362 | ||
Right-of-use of assets | $ 1,176,744 |
Significant Accounting Polic_10
Significant Accounting Policies - Reconciliation of operating leases commitments to lease liabilities (Details) - CAD ($) | Apr. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Disclosure Of Significant Accounting Policies [Abstract] | |||
Operating lease commitments as at March 31, 2019 | $ 1,587,571 | ||
Non-lease components separated from lease components | (60,755) | ||
Other | (15,189) | ||
Effect of discounting | (149,265) | ||
Discounted lease liabilities as at April 1st, 2019 | $ 1,362,362 | $ 1,591,439 | $ 1,362,362 |
Acquisition of SugarLeaf Labs -
Acquisition of SugarLeaf Labs - Additional Information (Details) | Jul. 24, 2019CAD ($)ft²shares | Jul. 24, 2019USD ($)ft²shares | Jun. 18, 2019CAD ($)shares | Jun. 18, 2019USD ($)shares | Mar. 31, 2020CAD ($) | Mar. 31, 2019CAD ($) | [1] | Jul. 24, 2019USD ($) |
Disclosure Of Business Combinations [Line Items] | ||||||||
Business acquisition, cash transferred | $ 15,770,400 | |||||||
Total contingent consideration classified as contributed surplus | 20,589,908 | |||||||
Goodwill | 115,817,746 | |||||||
Revenue | $ 29,577,804 | $ 24,442,042 | ||||||
Net loss for the period | (60,863,262) | $ (23,191,699) | ||||||
Fair value of trade accounts receivable at acquisition date | 151,178 | |||||||
SugarLeaf | ||||||||
Disclosure Of Business Combinations [Line Items] | ||||||||
Business acquisition, initial consideration | 23,737,370 | $ 18,062,220 | ||||||
Business acquisition, cash transferred | 15,770,400 | 12,000,000 | ||||||
Business acquisition, common shares value | $ 7,966,970 | $ 6,062,220 | ||||||
Shares issued as initial consideration for acquisition | shares | 1,587,301 | 1,587,301 | ||||||
Maximum earnout if certain annual adjusted earnings before interest, taxes, depreciation and amortization and other performance targets achieved | $ 173,474,400 | $ 132,000,000 | ||||||
Business acquisition earnout payment description | The three additional earnout payments are to be paid over the next three years with a combination of cash or common shares, with at least 50% in cash. | The three additional earnout payments are to be paid over the next three years with a combination of cash or common shares, with at least 50% in cash. | ||||||
Minimum cash percentage in earnout payments | 50.00% | 50.00% | ||||||
Contingent consideration recognised as of acquisition date | $ 114,965,763 | |||||||
Total contingent consideration classified as contributed surplus | 20,589,908 | |||||||
Contingent consideration classified as liability | $ 94,375,855 | |||||||
Consideration pay out term | 3 years | 3 years | ||||||
Risk adjusted discount rate for cash based payments | 16.00% | 16.00% | ||||||
Risk adjusted discount rate for earnout payments | 26.30% | 26.30% | ||||||
Number of shares issued in private placement | shares | 9,415,910 | 9,415,910 | ||||||
Proceeds form issuance of private placement, gross | $ 53,970,867 | $ 41,430,004 | ||||||
Transaction cost related to private placement | 2,538,736 | |||||||
Proceeds from issuance of private placement, net | $ 51,432,131 | |||||||
Area of facility | ft² | 24,000 | 24,000 | ||||||
Revenue | $ 2,681,688 | 29,232,317 | ||||||
Net loss for the period | 12,340,025 | 72,554,121 | ||||||
Prepayments for purchase of product | 1,566,362 | |||||||
Acquisition-related costs excluded from the consideration transferred | 2,210,727 | |||||||
Fair value of trade accounts receivable at acquisition date | 151,178 | |||||||
Refined oil pricing per kilogram | $ 5,000 | $ 1,310 | ||||||
Risk-adjusted discount rate movement percentage | 1.00% | |||||||
Hemp derived CBD refined oil pricing movement in price percentage | 10.00% | |||||||
SugarLeaf | Level 3 | ||||||||
Disclosure Of Business Combinations [Line Items] | ||||||||
Risk adjusted discount rate for cash based payments | 16.00% | 16.00% | ||||||
Risk adjusted discount rate for earnout payments | 26.30% | 26.30% | ||||||
Revised expected earnout payments to be paid in cash, discounted percentage | 15.00% | |||||||
Revised expected earnout payments to be paid in cash or in shares, discounted percentage | 20.00% | |||||||
SugarLeaf | Increase (decrease) due to corrections of prior period errors | ||||||||
Disclosure Of Business Combinations [Line Items] | ||||||||
Goodwill | $ 70,748 | |||||||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Acquisition of SugarLeaf Labs_2
Acquisition of SugarLeaf Labs - Summary of Movement Following Effects on the Contingent Consideration at the Acquisition Date (Details) - SugarLeaf | Jul. 24, 2019CAD ($) |
Risk-adjusted Discount Rate to Reflect 1% Movement | |
Disclosure Of Business Combinations [Line Items] | |
Effect of change in assumption on contingent consideration - (Increase) | $ (1,132,548) |
Effect of change in assumption on contingent consideration - Decrease | 1,162,472 |
Risk-adjusted Discount Rate to Reflect 1% Movement | Contingent consideration - Classified as a liability | |
Disclosure Of Business Combinations [Line Items] | |
Effect of change in assumption on contingent consideration - (Increase) | (1,076,784) |
Effect of change in assumption on contingent consideration - Decrease | 1,105,768 |
Risk-adjusted Discount Rate to Reflect 1% Movement | Contingent consideration - Classified as contributed surplus | |
Disclosure Of Business Combinations [Line Items] | |
Effect of change in assumption on contingent consideration - (Increase) | (55,764) |
Effect of change in assumption on contingent consideration - Decrease | 56,704 |
Hemp Derived CBD Refined Oil Pricing to Reflect 10% Movement | |
Disclosure Of Business Combinations [Line Items] | |
Effect of change in assumption on contingent consideration - (Increase) | 5,765,653 |
Effect of change in assumption on contingent consideration - Decrease | (18,166,584) |
Hemp Derived CBD Refined Oil Pricing to Reflect 10% Movement | Contingent consideration - Classified as a liability | |
Disclosure Of Business Combinations [Line Items] | |
Effect of change in assumption on contingent consideration - (Increase) | 5,765,653 |
Effect of change in assumption on contingent consideration - Decrease | $ (18,166,584) |
Acquisition of SugarLeaf Labs_3
Acquisition of SugarLeaf Labs - Summary of Purchase Price of Acquisition, Fair Value of Identifiable Assets Acquired and Liabilities Assumed as of Acquisition Date (Details) | Jul. 24, 2019CAD ($) |
Disclosure Of Business Combinations [Line Items] | |
Trade and other receivables | $ 151,178 |
Inventories | 1,130,965 |
Property and equipment | 1,936,574 |
Right-of-use asset | 499,797 |
Assets acquired | 25,100,548 |
Trade and other payables | 125,956 |
Lease liability | 522,843 |
Liabilities assumed | 648,799 |
Net assets acquired | 24,451,749 |
Goodwill | 115,817,746 |
Gross purchase consideration | 140,269,495 |
Less: Settlement of pre-existing relationship | (1,566,362) |
Purchase price | 138,703,133 |
Cash | 15,770,400 |
Common shares | 7,966,970 |
Contingent consideration - Classified as a liability | 94,375,855 |
Contingent consideration - Classified as contributed surplus | 20,589,908 |
Customer relationships | |
Disclosure Of Business Combinations [Line Items] | |
Identifiable intangible assets recognised as of acquisition date | 9,173,116 |
Farmer Relationships | |
Disclosure Of Business Combinations [Line Items] | |
Identifiable intangible assets recognised as of acquisition date | $ 12,208,918 |
Acquisition of SugarLeaf Labs_4
Acquisition of SugarLeaf Labs - Summary of Change in Fair Value of Contingent Consideration Liability (Details) - SugarLeaf | 12 Months Ended |
Mar. 31, 2020CAD ($) | |
Disclosure Of Business Combinations [Line Items] | |
Additions through a business combination | $ 94,375,855 |
Change in fair value | (97,208,166) |
Effect of movements in exchange rates | $ 2,832,311 |
Trade and Other Receivables - S
Trade and Other Receivables - Summary of Trade and Other Receivables (Details) - CAD ($) | Mar. 31, 2020 | Mar. 31, 2019 | |
Trade And Other Current Receivables [Abstract] | |||
Trade receivables | $ 8,836,645 | $ 4,889,612 | |
Sales taxes receivable | 747,061 | 697,561 | |
Accrued and other receivables | 1,190,640 | 136,487 | |
Tax credits receivable | 14,336 | 49,685 | |
Grants receivables | 4,889 | 33,043 | |
Trade and other receivables | $ 10,793,571 | $ 5,806,388 | [1] |
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - CAD ($) | Mar. 31, 2020 | Mar. 31, 2019 | |
Classes Of Inventories [Abstract] | |||
Raw materials | $ 5,065,731 | $ 3,410,613 | |
Work in progress | 2,790,815 | 281,027 | |
Finished goods | 553,828 | 635,914 | |
Supplies and spare parts | 682,164 | 710,607 | |
Inventories | $ 9,092,538 | $ 5,038,161 | [1] |
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Inventories - Additional Inform
Inventories - Additional Information (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Classes Of Inventories [Abstract] | ||
Inventory cost | $ 28,038,207 | $ 15,418,032 |
Other inventory costs | 1,296,101 | $ 1,409,562 |
Impairment loss on inventories | $ 2,081,943 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property Plant and Equipment (Details) - CAD ($) | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | |||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | [1] | $ 47,023,973 | ||
Depreciation for the year | 3,005,017 | $ 2,351,617 | ||
Ending Balance | 60,028,574 | 47,023,973 | [1] | |
Gross Carrying Amount | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 58,669,007 | 51,110,660 | ||
Additions through a business acquisition (note 4) | 1,936,574 | |||
Additions | 13,965,956 | 7,598,347 | ||
Disposals | (14,933) | (40,000) | ||
Effect of movements in exchange rates | 133,678 | |||
Ending Balance | 74,690,282 | 58,669,007 | ||
Accumulated Depreciation | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 11,645,034 | 9,301,084 | ||
Disposals | (768) | (7,667) | ||
Depreciation for the year | 3,005,017 | 2,351,617 | ||
Effect of movements in exchange rates | 12,425 | |||
Ending Balance | 14,661,708 | 11,645,034 | ||
Land | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 228,630 | |||
Ending Balance | 228,630 | 228,630 | ||
Land | Gross Carrying Amount | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 228,630 | 228,630 | ||
Ending Balance | 228,630 | 228,630 | ||
Building and Building Components | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 21,230,473 | |||
Ending Balance | 27,087,146 | 21,230,473 | ||
Building and Building Components | Gross Carrying Amount | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 25,453,898 | 23,163,119 | ||
Additions through a business acquisition (note 4) | 1,161,182 | |||
Additions | 5,488,474 | 2,290,779 | ||
Effect of movements in exchange rates | 81,288 | |||
Ending Balance | 32,184,842 | 25,453,898 | ||
Building and Building Components | Accumulated Depreciation | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 4,223,425 | 3,451,791 | ||
Depreciation for the year | 872,351 | 771,634 | ||
Effect of movements in exchange rates | 1,920 | |||
Ending Balance | 5,097,696 | 4,223,425 | ||
Laboratory, R&D and Plant Equipment | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 25,289,413 | |||
Ending Balance | 32,203,967 | 25,289,413 | ||
Laboratory, R&D and Plant Equipment | Gross Carrying Amount | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 32,067,665 | 26,901,440 | ||
Additions through a business acquisition (note 4) | 683,498 | |||
Additions | 8,229,923 | 5,206,225 | ||
Disposals | (12,145) | (40,000) | ||
Effect of movements in exchange rates | 45,957 | |||
Ending Balance | 41,014,898 | 32,067,665 | ||
Laboratory, R&D and Plant Equipment | Accumulated Depreciation | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 6,778,252 | 5,276,487 | ||
Disposals | (361) | (7,667) | ||
Depreciation for the year | 2,023,525 | 1,509,432 | ||
Effect of movements in exchange rates | 9,515 | |||
Ending Balance | 8,810,931 | 6,778,252 | ||
Furniture and Office Equipment | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 119,839 | |||
Ending Balance | 250,555 | 119,839 | ||
Furniture and Office Equipment | Gross Carrying Amount | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 446,143 | 445,360 | ||
Additions through a business acquisition (note 4) | 89,288 | |||
Additions | 74,902 | 783 | ||
Effect of movements in exchange rates | 6,251 | |||
Ending Balance | 616,584 | 446,143 | ||
Furniture and Office Equipment | Accumulated Depreciation | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 326,304 | 295,464 | ||
Depreciation for the year | 38,952 | 30,840 | ||
Effect of movements in exchange rates | 773 | |||
Ending Balance | 366,029 | 326,304 | ||
Computer Equipment | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 155,618 | |||
Ending Balance | 258,276 | 155,618 | ||
Computer Equipment | Gross Carrying Amount | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 472,671 | 372,111 | ||
Additions through a business acquisition (note 4) | 2,606 | |||
Additions | 172,657 | 100,560 | ||
Disposals | (2,788) | |||
Effect of movements in exchange rates | 182 | |||
Ending Balance | 645,328 | 472,671 | ||
Computer Equipment | Accumulated Depreciation | ||||
Disclosure Of Property Plant And Equipment [Line Items] | ||||
Beginning Balance | 317,053 | 277,342 | ||
Disposals | (407) | |||
Depreciation for the year | 70,189 | 39,711 | ||
Effect of movements in exchange rates | 217 | |||
Ending Balance | $ 387,052 | $ 317,053 | ||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - CAD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Disclosure Of Property Plant And Equipment [Abstract] | ||
Property, plant and equipment, not yet in service | $ 8,263,652 | $ 5,181,494 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Summary of Depreciation Expense of Property Plant and Equipment (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 3,005,017 | $ 2,351,617 |
Cost of sales | ||
Disclosure Of Property Plant And Equipment [Line Items] | ||
Depreciation expense | 2,755,243 | |
Research and development expenses | ||
Disclosure Of Property Plant And Equipment [Line Items] | ||
Depreciation expense | 2,115,631 | |
Selling, general and administrative expenses | ||
Disclosure Of Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 249,774 | $ 235,986 |
Leases - Additional Information
Leases - Additional Information (Details) - CAD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Lease [Line Items] | |||
Lease contracts expiration year | 2024 | ||
Revenue from subleasing right-of-use of assets | $ 111,366 | ||
Interest expense on leases liabilities | 106,337 | ||
Selling, general and administrative expenses | 64,664,389 | $ 15,285,716 | [1] |
Amount recognized as an expense in respect of operating leases | 295,892 | ||
Lease One | |||
Lease [Line Items] | |||
Operating costs of lease | 58,304 | ||
Tax on lease | 109,402 | ||
Lease One | Selling, general and administrative expenses | |||
Lease [Line Items] | |||
Amount recognized as an expense in respect of operating leases | 247,554 | ||
Lease One | Cost of sales | |||
Lease [Line Items] | |||
Amount recognized as an expense in respect of operating leases | |||
Lease One | Research and development expenses | |||
Lease [Line Items] | |||
Amount recognized as an expense in respect of operating leases | $ 48,338 | ||
Expense for Non-lease Components | |||
Lease [Line Items] | |||
Selling, general and administrative expenses | $ 27,378 | ||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Leases - Summary of Right-of-us
Leases - Summary of Right-of-use Assets (Details) | 12 Months Ended |
Mar. 31, 2020CAD ($) | |
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items] | |
Business acquisition (note 4) | $ 499,797 |
Additions | 54,063 |
Amortization for the period | (378,309) |
Effect of movements in exchange rates | 33,959 |
Ending balance | 1,386,254 |
IFRS 16 | |
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items] | |
Beginning balance | 1,176,744 |
Building and building components | |
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items] | |
Business acquisition (note 4) | 499,797 |
Amortization for the period | (364,740) |
Effect of movements in exchange rates | 33,959 |
Ending balance | 1,307,745 |
Building and building components | IFRS 16 | |
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items] | |
Beginning balance | 1,138,729 |
Equipment | |
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items] | |
Additions | 54,063 |
Amortization for the period | (13,569) |
Ending balance | 78,509 |
Equipment | IFRS 16 | |
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items] | |
Beginning balance | $ 38,015 |
Leases - Summary of Amortizatio
Leases - Summary of Amortization of Right-of-use Assets (Details) | 12 Months Ended |
Mar. 31, 2020CAD ($) | |
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items] | |
Total amortization | $ 378,309 |
Included in Cost of Sales | |
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items] | |
Total amortization | 56,378 |
Included in General and Administrative Expenses | |
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items] | |
Total amortization | $ 321,931 |
Leases - Summary of Leases Liab
Leases - Summary of Leases Liabilities Amounts Recognized in Consolidated Statement of Financial Position (Details) | Mar. 31, 2020CAD ($) |
Lease Liabilities [Abstract] | |
Current | $ 450,125 |
Non-current | $ 1,141,314 |
Leases - Summary of Changes to
Leases - Summary of Changes to Lease Liabilities (Details) | 12 Months Ended |
Mar. 31, 2020CAD ($) | |
Lease Liabilities [Abstract] | |
Beginning balance | $ 1,362,362 |
Business acquisition (note 4) | 522,843 |
Additions | 54,063 |
Payments | (490,831) |
Interest expense | 106,337 |
Effect of movements in exchange rate | 36,665 |
Ending balance | $ 1,591,439 |
Leases - Summary of Cash Outflo
Leases - Summary of Cash Outflow for Leases Recognized in Consolidated Statements of Cash Flows (Details) | 12 Months Ended |
Mar. 31, 2020CAD ($) | |
Operating activities: | |
Cash outflow for non-lease components not included in the measurement of lease liabilities | $ (27,378) |
Cash inflow for income from sublease | 111,366 |
Net adjustment of lease classified as operating activities | 83,988 |
Financing activities: | |
Payment of lease liabilities (note 8) | (384,494) |
Cash outflow for interest portion of lease liabilities - included within interest paid | (106,337) |
Net adjustment of lease classified as financing activities | (490,831) |
Total net cash outflow for leases | $ (406,843) |
Leases - Summary of Maturity An
Leases - Summary of Maturity Analysis of Contractual Undiscounted Cash Flows (Details) | Mar. 31, 2020CAD ($) |
Lease Liabilities [Line Items] | |
Total contractual undiscounted cash flows of lease liabilities | $ 1,848,744 |
Less than 1 year | |
Lease Liabilities [Line Items] | |
Total contractual undiscounted cash flows of lease liabilities | 556,742 |
Between 1 and 5 years | |
Lease Liabilities [Line Items] | |
Total contractual undiscounted cash flows of lease liabilities | $ 1,292,002 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Reconciliation of Changes in Intangible Assets and Goodwill (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | $ 14,401,224 | |
Additions | 181,071 | |
Ending Balance | 67,851,461 | $ 14,401,224 |
Gross Carrying Amount | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 17,036,189 | 13,988,520 |
Additions | 3,047,669 | |
Ending Balance | 164,021,651 | 17,036,189 |
Additions through a business acquisition (note 4) | 137,199,780 | |
Effect of movements in exchange rates | 9,604,611 | |
Accumulated Depreciation | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 2,634,965 | 1,930,260 |
Amortization | 5,000,910 | 704,705 |
Ending Balance | 96,170,190 | 2,634,965 |
Effect of movements in exchange rates | 2,986,049 | |
Impairment loss | 85,548,266 | |
Goodwill | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 6,750,626 | |
Ending Balance | 42,333,174 | 6,750,626 |
Goodwill | Gross Carrying Amount | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 6,750,626 | 6,750,626 |
Ending Balance | 130,676,143 | 6,750,626 |
Additions through a business acquisition (note 4) | 115,817,746 | |
Effect of movements in exchange rates | 8,107,771 | |
Goodwill | Accumulated Depreciation | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Ending Balance | 88,342,969 | |
Effect of movements in exchange rates | 2,794,703 | |
Impairment loss | 85,548,266 | |
Non compete agreements | Gross Carrying Amount | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 400,000 | 400,000 |
Ending Balance | 400,000 | 400,000 |
Non compete agreements | Accumulated Depreciation | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 400,000 | 297,111 |
Amortization | 102,889 | |
Ending Balance | 400,000 | 400,000 |
Customer relationships | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 2,769,229 | |
Ending Balance | 11,520,149 | 2,769,229 |
Customer relationships | Gross Carrying Amount | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 4,100,000 | 4,100,000 |
Ending Balance | 13,915,276 | 4,100,000 |
Additions through a business acquisition (note 4) | 9,173,116 | |
Effect of movements in exchange rates | 642,160 | |
Customer relationships | Accumulated Depreciation | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 1,330,771 | 920,767 |
Amortization | 1,030,433 | 410,004 |
Ending Balance | 2,395,127 | 1,330,771 |
Effect of movements in exchange rates | 33,923 | |
Patents | Gross Carrying Amount | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 360,820 | 360,820 |
Ending Balance | 360,820 | 360,820 |
Patents | Accumulated Depreciation | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 360,820 | 360,820 |
Ending Balance | 360,820 | 360,820 |
Farmer Relationships | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Ending Balance | 10,160,576 | |
Farmer Relationships | Gross Carrying Amount | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Ending Balance | 13,063,598 | |
Additions through a business acquisition (note 4) | 12,208,918 | |
Effect of movements in exchange rates | 854,680 | |
Farmer Relationships | Accumulated Depreciation | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Amortization | 2,745,599 | |
Ending Balance | 2,903,022 | |
Effect of movements in exchange rates | 157,423 | |
License agreements | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 4,518,365 | |
Additions | 61,455 | |
Ending Balance | 3,434,139 | 4,518,365 |
License agreements | Gross Carrying Amount | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 5,051,643 | 2,305,803 |
Additions | 2,745,840 | |
Ending Balance | 5,113,098 | 5,051,643 |
License agreements | Accumulated Depreciation | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 533,278 | 351,562 |
Amortization | 1,145,681 | 181,716 |
Ending Balance | 1,678,959 | 533,278 |
Website and trademarks | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Additions | 119,616 | |
Ending Balance | 115,038 | |
Website and trademarks | Gross Carrying Amount | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Ending Balance | 119,616 | |
Website and trademarks | Accumulated Depreciation | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Amortization | 4,578 | |
Ending Balance | 4,578 | |
Computer software | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 363,004 | |
Ending Balance | 288,385 | 363,004 |
Computer software | Gross Carrying Amount | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 373,100 | 71,271 |
Additions | 301,829 | |
Ending Balance | 373,100 | 373,100 |
Computer software | Accumulated Depreciation | ||
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items] | ||
Beginning Balance | 10,096 | |
Amortization | 74,619 | 10,096 |
Ending Balance | $ 84,715 | $ 10,096 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Summary of Amortization Expense has Recorded in Consolidated Statements of Earnings and Comprehensive Income (Loss) (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Depreciation Expense [Line Items] | ||
Amortization expense | $ 5,000,910 | $ 704,705 |
Research and development expenses | ||
Disclosure Of Depreciation Expense [Line Items] | ||
Amortization expense | 10,096 | |
Cost of sales | ||
Disclosure Of Depreciation Expense [Line Items] | ||
Amortization expense | 40,384 | |
Selling, general and administrative expenses | ||
Disclosure Of Depreciation Expense [Line Items] | ||
Amortization expense | $ 4,960,526 | $ 694,609 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Summary of Aggregate Amount of Goodwill is Allocated to Each CGU (Details) - CAD ($) | Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Reconciliation Of Changes In Goodwill [Line Items] | |||
Goodwill | $ 42,333,174 | $ 6,750,626 | [1] |
Biodroga - Nutraceutical segment | |||
Disclosure Of Reconciliation Of Changes In Goodwill [Line Items] | |||
Goodwill | 3,283,626 | $ 6,750,626 | |
SugarLeaf - Cannabis segment | |||
Disclosure Of Reconciliation Of Changes In Goodwill [Line Items] | |||
Goodwill | $ 39,049,548 | ||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Additional Information (Details) - CAD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Disclosure Of Intangible Assets [Line Items] | |||
Goodwill impairment loss | $ 37,984,681 | $ 44,096,585 | |
Discount rate on discounted cash flow | 18.00% | 18.00% | |
Terminal growth rate | 2.50% | 2.50% | 2.00% |
Impairment expense | $ 3,467,000 | ||
Pre-tax discount rate on discounted cash flow | 14.25% | ||
SugarLeaf | |||
Disclosure Of Intangible Assets [Line Items] | |||
Recoverable amount of cash generating unit | $ 69,395,970 | $ 69,395,970 |
Trade and Other Payables - Summ
Trade and Other Payables - Summary of Trade and Other Payables (Details) - CAD ($) | Mar. 31, 2020 | Mar. 31, 2019 | |
Trade And Other Current Payables [Abstract] | |||
Trade payables | $ 5,157,772 | $ 3,002,341 | |
Accrued liabilities and other payables | 3,271,958 | 3,319,546 | |
Employee salaries and benefits payable | 3,089,673 | 1,434,567 | |
Short-term portion of long-term payables | 932,266 | 762,785 | |
Trade and other payables | $ 12,451,669 | $ 8,519,239 | [1] |
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Loans and Borrowings - Summary
Loans and Borrowings - Summary of Contractual Terms of Corporation's Loans and Borrowings (Details) - CAD ($) | Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Detailed Information About Borrowings [Line Items] | |||
Total loans and borrowings | $ 3,180,927 | $ 3,466,501 | |
Loans | 2,846,501 | ||
Less current portion of loans and borrowings | 3,180,927 | 3,466,501 | [1] |
Revolving facility | |||
Disclosure Of Detailed Information About Borrowings [Line Items] | |||
Total loans and borrowings | $ 3,180,927 | ||
Authorized bank line of credit | |||
Disclosure Of Detailed Information About Borrowings [Line Items] | |||
Total loans and borrowings | $ 620,000 | ||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Loans and Borrowings - Summar_2
Loans and Borrowings - Summary of Contractual Terms of Corporation's Loans and Borrowings (Parenthetical) (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Detailed Information About Borrowings [Line Items] | ||
Borrowings | $ 3,180,927 | $ 3,466,501 |
Revolving facility | ||
Disclosure Of Detailed Information About Borrowings [Line Items] | ||
Credit facility maximum borrowing capacity | 5,000,000 | |
Loans, transaction costs | 69,073 | |
Borrowings | 3,180,927 | |
One Point Seven Zero Percentage Secured Loan | Prime Rate | ||
Disclosure Of Detailed Information About Borrowings [Line Items] | ||
Loans and borrowings, adjustment to interest rate basis | 1.70% | |
Authorized bank line of credit | ||
Disclosure Of Detailed Information About Borrowings [Line Items] | ||
Loans and borrowings, principal amount | $ 2,500,000 | |
Borrowings | $ 620,000 | |
Authorized bank line of credit | Prime Rate | ||
Disclosure Of Detailed Information About Borrowings [Line Items] | ||
Loans and borrowings, adjustment to interest rate basis | 0.50% | |
Bankers Acceptance | ||
Disclosure Of Detailed Information About Borrowings [Line Items] | ||
Borrowings | $ 3,250,000 | |
Borrowings, maturity dates | May 28, 2020 to June 1st, 2020 | |
Borrowings, interest rate basis | issuance plus 2.45%. | |
Borrowings, interest rate | 2.45% |
Loans and Borrowings - Addition
Loans and Borrowings - Additional Information (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Detailed Information About Borrowings [Abstract] | ||
Interest recognized | $ 337,096 | $ 284,032 |
Provisions - Additional Informa
Provisions - Additional Information (Details) - CAD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Disclosure Of Other Provisions [Line Items] | |||
Percentage of sales and other revenues for annual royalties payable | 1.00% | ||
Judgement description | the Court awarded a Former CEO payments determined by the Court to be owed under the Agreement of 1% of all sales and revenues of the Corporation incurred since March 1, 2014, which final payments remain to be determined taking into account interest | ||
Provision for litigation | $ 2,130,074 | ||
Amount of legal proceedings paid during the year | $ 1,200,537 | ||
Additional legal fees paid for appeal | 106,817 | ||
Provision for royalty payments | 292,983 | ||
Litigation related to provision for royalty payments | $ 1,115,703 | ||
Claim on litigation amount payment | 8,500,000 | ||
Other asset | [1] | 2,835,000 | |
Provision for litigation settlement | $ 5,834,502 | ||
Number of common shares | 600,000 | ||
Acasti | |||
Disclosure Of Other Provisions [Line Items] | |||
Number of shares held in subsidiary and transferable as part of litigation settlement | 2,100,000 | ||
Number of shares held in subsidiary and transferred as part of final release | 2,100,000 | ||
Ordinary shares [member] | |||
Disclosure Of Other Provisions [Line Items] | |||
Number of treasury shares | 600,000 | ||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Long-term-Payable - Additional
Long-term-Payable - Additional Information (Detail) | Dec. 21, 2018CAD ($) | Mar. 31, 2020CAD ($) | Mar. 31, 2019CAD ($) | Dec. 21, 2018USD ($) | Sep. 30, 2016CAD ($) | Sep. 30, 2016USD ($) | |
Noncurrent Payables [Line Items] | |||||||
Intangible assets | $ 25,518,287 | $ 7,650,598 | [1] | $ 850,000 | |||
Intangible assets fair value | $ 935,804 | ||||||
Royalty fee payable | 376,940 | 341,825 | |||||
Short term payable | 362,266 | 542,285 | |||||
Long term payable | $ 106,886 | 111,686 | |||||
Description of payment terms | In connection with this new agreement, Neptune must pay royalties based on sales, using this specialty ingredient. Minimum annual volumes must be reached for the duration of the agreement of 8 years | ||||||
Royalty agreement term | 8 years | ||||||
Lonza Agreement | |||||||
Noncurrent Payables [Line Items] | |||||||
Intangible assets | $ 2,718,208 | ||||||
Short term payable | $ 570,000 | 220,500 | |||||
Royalty agreement term | 5 years | ||||||
Upfront payment | $ 1,768,260 | $ 1,300,000 | |||||
Minimum commitments payments | 147,000 | ||||||
Present value of future royalty payments | $ 802,948 | ||||||
Long term payable | 448,554 | $ 743,651 | |||||
Penalty fee for late commercialization | $ 158,064 | ||||||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Capital and Other Components _3
Capital and Other Components of Equity - Additional Information (Details) | Jun. 10, 2020CAD ($) | Mar. 11, 2020CAD ($) | Mar. 11, 2020USD ($)$ / sharesshares | Jul. 18, 2019CAD ($) | Jul. 18, 2019USD ($)$ / sharesshares | Mar. 31, 2020CAD ($)shares$ / shares | Mar. 31, 2019CAD ($)shares$ / shares | Mar. 31, 2019USD ($)shares | Jun. 10, 2020$ / sharesshares | Jul. 24, 2019CAD ($)shares | Jul. 24, 2019USD ($)shares | |
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||||
Percentage of dividend issued on paid up capital | 5.00% | |||||||||||
Proceeds from exercise of options | $ | $ 3,930,424 | $ 1,697,933 | [1] | |||||||||
Withholding taxes paid pursuant to issuance of RSUs | $ | $ (962,077) | |||||||||||
Provision and liability settled in shares | shares | 600,000 | 630,681 | 630,681 | |||||||||
Share issued on settlement of liability, value | $ 858,000 | $ 625,000 | ||||||||||
Liability settled in shares, share issue price | $ / shares | $ 1.35 | |||||||||||
Share issue costs | $ | $ 9,930 | |||||||||||
SugarLeaf | ||||||||||||
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||||
Number of shares issued | shares | 1,587,301 | 1,587,301 | ||||||||||
Business acquisition, common shares | $ 7,966,970 | $ 6,062,220 | ||||||||||
Share Option Exercise | ||||||||||||
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||||
Number of options exercised | shares | 2,067,418 | 1,047,523 | 1,047,523 | |||||||||
Share issue price per share | $ / shares | $ 1.90 | $ 1.62 | ||||||||||
Proceeds from exercise of options | $ | $ 3,930,424 | $ 1,697,933 | ||||||||||
Deferred Stock Units DSU | ||||||||||||
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||||
Number of shares issued | shares | 333,279 | 135,557 | ||||||||||
Share issue price per share | $ / shares | $ 1.48 | $ 1.51 | ||||||||||
Restricted Stock Units | ||||||||||||
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||||
Number of shares issued | shares | 437,849 | |||||||||||
Share issue price per share | $ / shares | $ 5.80 | |||||||||||
Withholding taxes paid pursuant to issuance of RSUs | $ | $ 962,077 | |||||||||||
Withheld as payment of withholding taxes | shares | 262,153 | |||||||||||
Private Placement | ||||||||||||
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||||
Number of shares issued | shares | 9,415,910 | |||||||||||
Share issue price per share | $ / shares | $ 4.40 | |||||||||||
Share issue costs | $ | $ 2,538,736 | |||||||||||
Gross proceeds from issuing shares | $ 53,970,867 | $ 41,430,004 | ||||||||||
At-The-Market Offering | ||||||||||||
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||||
Number of shares issued | shares | 4,159,086 | |||||||||||
Share issue price per share | $ / shares | $ 1.20 | |||||||||||
Share issue costs | $ | $ 309,121 | |||||||||||
Gross proceeds from issuing shares | 7,069,220 | $ 4,971,104 | ||||||||||
Net proceeds from issuing shares | $ | $ 6,760,099 | |||||||||||
Percentage of commissions paid | 3.00% | 3.00% | ||||||||||
At-The-Market Offering | Top of range | ||||||||||||
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||||
Common stock aggregate offering price | $ 70,310,000 | $ 50,000,000 | ||||||||||
At-The-Market Offering | Events After Reporting Period | ||||||||||||
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||||
Number of shares issued | shares | 5,411,649 | |||||||||||
Share issue price per share | $ / shares | $ 2.53 | |||||||||||
Share issue costs | $ | $ 843,835 | |||||||||||
Gross proceeds from issuing shares | $ | 19,229,883 | |||||||||||
Net proceeds from issuing shares | $ | $ 18,652,987 | |||||||||||
Percentage of commissions paid | 3.00% | |||||||||||
Preference Shares | ||||||||||||
Disclosure Of Classes Of Share Capital [Line Items] | ||||||||||||
Number of shares issued | shares | 0 | |||||||||||
Number of shares outstanding | shares | 0 | |||||||||||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Capital and Other Components _4
Capital and Other Components of Equity - Summary of Warrants (Details) - CAD ($) | Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Classes Of Share Capital [Line Items] | |||
Number of warrants outstanding | 6,175,000 | 750,000 | |
Number of warrants vested | 3,300,000 | 750,000 | |
Warrants amount | $ 18,597,776 | $ 648,820 | [1] |
Warrants IQ financing | |||
Disclosure Of Classes Of Share Capital [Line Items] | |||
Number of warrants outstanding | 750,000 | ||
Number of warrants vested | 750,000 | ||
Warrants amount | $ 648,820 | ||
Warrants IFF | |||
Disclosure Of Classes Of Share Capital [Line Items] | |||
Number of warrants outstanding | 2,000,000 | ||
Warrants amount | $ 388,281 | ||
Warrants AMI | |||
Disclosure Of Classes Of Share Capital [Line Items] | |||
Number of warrants outstanding | 4,175,000 | ||
Number of warrants vested | 3,300,000 | ||
Warrants amount | $ 18,209,495 | ||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Capital and Other Components _5
Capital and Other Components of Equity - Summary of Warrants (Parenthetical) (Details) - 12 months ended Mar. 31, 2020 $ / shares in Units, $ in Millions | CAD ($)sharesyr | USD ($)sharesyr$ / shares |
Disclosure Of Classes Of Share Capital [Line Items] | ||
Cash proceeds from exercise of warrants | $ 2,527,500 | |
Risk-free interest | 0.70% | 0.70% |
Expected volatility | 67.90% | 67.90% |
Warrants IQ financing | ||
Disclosure Of Classes Of Share Capital [Line Items] | ||
Number of shares issued | shares | 750,000 | 750,000 |
Cash proceeds from exercise of warrants | $ 2,527,500 | |
Warrants IFF | ||
Disclosure Of Classes Of Share Capital [Line Items] | ||
Number of warrants granted (in shares) | shares | 2,000,000 | 2,000,000 |
Warrants exercise price | $ / shares | $ 12 | |
Warrants expiring date | Nov. 7, 2024 | Nov. 7, 2024 |
Description of vesting requirements for share-based payment arrangement | The warrants, granted in exchange for services to be rendered by nonemployees, vest in four equal biannual installments, starting on May 7, 2020. | The warrants, granted in exchange for services to be rendered by nonemployees, vest in four equal biannual installments, starting on May 7, 2020. |
Fair value of services to be rendered estimated using the warrant valuation | $ 999,443 | $ 0.7 |
Value of warrants recognized as expense during period | $ 388,281 | |
Risk-free interest | 1.70% | 1.70% |
Expected volatility | 81.00% | 81.00% |
Estimated life | yr | 5 | 5 |
Warrants AMI | ||
Disclosure Of Classes Of Share Capital [Line Items] | ||
Number of warrants granted (in shares) | shares | 4,175,000 | 4,175,000 |
Warrants exercise price | $ / shares | $ 8 | |
Description of vesting requirements for share-based payment arrangement | The warrants, granted in exchange for services to be rendered by non-employees, vest proportionally to the services rendered. | The warrants, granted in exchange for services to be rendered by non-employees, vest proportionally to the services rendered. |
Fair value of services to be rendered estimated using the warrant valuation | $ 23,131,195 | $ 16.7 |
Value of warrants recognized as expense during period | $ 18,209,495 | |
Warrants AMI | Warrants expiration period one | ||
Disclosure Of Classes Of Share Capital [Line Items] | ||
Warrants expiring date | Oct. 3, 2024 | Oct. 3, 2024 |
Warrants AMI | Warrants expiration period two | ||
Disclosure Of Classes Of Share Capital [Line Items] | ||
Warrants expiring date | Feb. 5, 2025 | Feb. 5, 2025 |
Personnel Expenses - Schedule o
Personnel Expenses - Schedule of Personnel Expenses (Detail) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Personnel Expenses [Abstract] | ||
Salaries and other short-term employee benefits | $ 17,245,401 | $ 7,665,614 |
Severance | 385,182 | |
Share-based compensation | 16,471,766 | 3,712,415 |
Total personnel expense | $ 34,102,349 | $ 11,378,029 |
Finance Income and Finance Co_3
Finance Income and Finance Costs - Summary of Finance Income (Details) - CAD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Disclosure Of Finance Income Expense [Abstract] | |||
Interest income | $ 151,219 | $ 234,700 | |
Foreign exchange gain | 1,883,999 | 11,952 | |
Finance income | $ 2,035,218 | $ 246,652 | [1] |
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Finance Income and Finance Co_4
Finance Income and Finance Costs - Summary of Finance Costs (Details) - CAD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Disclosure Of Finance Income And Costs [Abstract] | |||
Interest charges and other finance costs | $ (477,370) | $ (455,136) | |
Interest on lease liabilities (note 8) | (106,337) | ||
Finance costs | $ (583,707) | $ (455,136) | [1] |
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Share-based Payments - Addition
Share-based Payments - Additional Information (Details) | Jul. 08, 2019shares$ / shares | Mar. 31, 2020CAD ($)sharesyrmo$ / shares | Mar. 31, 2019CAD ($)shares$ / shares | Mar. 31, 2018shares |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Stock-based compensation expense | $ 15,787,235 | $ 3,088,053 | ||
Condition to purchase common shares | at an exercise price equal to at least 100% of the Market Price (as defined below) of the Common Shares on the grant date | |||
Number of outstanding unvested options vested with accelerated vesting date | shares | 638,493 | |||
Number of forfeited unvested options | shares | 510,794 | |||
Stock-based compensation recognized | $ 16,471,766 | 3,712,415 | ||
Share-based compensation | $ 16,471,766 | $ 3,712,415 | ||
Stock Option Plan | ||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Maximum percent of option issuable | 2.00% | |||
Number of forfeited unvested options | shares | 1,139,179 | 26,000 | ||
Weighted average fair value of options granted to employees | $ 2.37 | $ 2.05 | ||
Number of options granted | shares | 1,597,939 | 333,062 | ||
Stock-based compensation recognized | $ 4,075,689 | $ 3,577,748 | ||
Weighted average exercise price, Granted | $ / shares | $ 5.35 | $ 4.59 | ||
Share-based compensation | $ 4,075,689 | $ 3,577,748 | ||
Stock Option Plan | Top of range | ||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Options term | yr | 10 | |||
Percentage of common shares issued and outstanding | 25.00% | |||
Percent of stock common shares issuable to single holder | 20.00% | |||
Stock Option Plan | Bottom of range | ||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Vesting period | mo | 18 | |||
Non-market Performance Options | ||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Weighted average fair value of options granted to employees | $ 17,011,365 | |||
Number of options granted | shares | 3,500,000 | 3,500,000 | ||
Stock-based compensation recognized | $ 747,124 | |||
Weighted average exercise price, Granted | (per share) | $ 4.43 | $ 5.90 | ||
Expiration date | Jul. 8, 2029 | |||
Vesting period | 10 years | |||
Description of vesting requirements for share-based payment arrangement | recognition of the expense related to the two first tranches over a longer number of years, ranging from 7.7 to 9.7 years | The options vest after a two-year minimum service period and the attainment of market performance conditions within the following three years. | ||
Period over which expense will be recognized | 9 years 8 months 12 days | |||
Estimated fair value to be expensed | $ 9,720,798 | |||
Achievement expense of fair value | 747,128 | |||
Remaining fair value at measurement date to be recognized | 8,973,670 | |||
Share-based compensation | $ 747,124 | |||
Non-market Performance Options | Top of range | ||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Vesting period | 9 years 8 months 12 days | |||
Non-market Performance Options | Bottom of range | ||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Vesting period | 7 years 8 months 12 days | |||
Market Performance Options | ||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Weighted average fair value of options granted to employees | $ 23,614,977 | |||
Number of options granted | shares | 5,500,000 | 5,500,000 | ||
Stock-based compensation recognized | $ 2,260,597 | $ 40,942 | ||
Weighted average exercise price, Granted | (per share) | $ 4.43 | $ 5.88 | ||
Expiration date | Jul. 8, 2029 | |||
Vesting period | 10 years | |||
Description of vesting requirements for share-based payment arrangement | These options vest after the attainment of market performance conditions within the following ten years | |||
Period over which expense will be recognized | 9 years 9 months 10 days | |||
Number of options vested | shares | 750,000 | |||
Unrecognized compensation cost | $ 21,354,380 | |||
Share-based compensation | 2,260,597 | 40,942 | ||
Deferred Share Units | ||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Stock-based compensation recognized | $ (14,445) | $ 93,725 | ||
Number of share options outstanding in share-based payment arrangement | shares | 48,313 | 448,387 | 570,752 | |
Number of other equity instruments exercised or vested in share-based payment arrangement | shares | 6,596 | |||
Number of other equity instruments exercised or vested in share based payment arrangement upon services to be render 12 months from date of grant | shares | 11,058 | |||
Number of other equity instruments exercised or vested in share based payment arrangement after completion of service | shares | 2,583 | |||
Number of other equity instruments exercised or vested in share based payment arrangement granted for past services. | shares | 28,076 | |||
Weighted average fair value | $ / shares | $ 5.60 | $ 3.79 | ||
Share-based compensation | $ (14,445) | $ 93,725 | ||
Weighted average fair value | $ / shares | $ 5.60 | $ 3.79 | ||
Restricted Stock Units | ||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Stock-based compensation recognized | $ 9,525,623 | $ 0 | ||
Unrecognized compensation cost | $ 6,718,656 | |||
Number of share options outstanding in share-based payment arrangement | shares | 2,099,998 | |||
Weighted average fair value | $ / shares | $ 5.80 | |||
Share-based compensation | $ 9,525,623 | $ 0 | ||
Weighted average fair value | $ / shares | $ 5.80 | |||
Vice-President & Chief Financial Officer | ||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Stock-based compensation expense | $ 264,274 | |||
CEO | ||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Stock-based compensation expense | 32,854 | |||
CEO | Non-market Performance Options | ||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Weighted average fair value of options granted to employees | $ 4.86 | |||
Non Employees | Stock Option Plan | ||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Number of options granted | shares | 100,000 | |||
CEO | Market Performance Options | ||||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||||
Weighted average fair value of options granted to employees | $ 4.29 |
Share-based Payments - Schedule
Share-based Payments - Schedule of Number and Weighted Average Exercise Price of Stock Options (Details) | Jul. 08, 2019shares | Mar. 31, 2020shares$ / shares | Mar. 31, 2019shares$ / shares |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Number of options, Forfeited | (510,794) | ||
Stock Option Plan | |||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Weighted average exercise price, Beginning balance | $ / shares | $ 2.02 | $ 1.92 | |
Weighted average exercise price, Granted | $ / shares | 5.35 | 4.59 | |
Weighted average exercise price, Exercised | $ / shares | 1.90 | 1.65 | |
Weighted average exercise price, Forfeited | $ / shares | 3.53 | 4.65 | |
Weighted average exercise price, Ending balance | $ / shares | 2.50 | 2.02 | |
Weighted average exercise price, Exercisable | $ / shares | $ 2.20 | $ 1.99 | |
Number of options outstanding, Beginning balance | 9,651,085 | 10,091,546 | |
Number of options, Granted | 1,597,939 | 333,062 | |
Number of options, Exercised | (2,067,418) | (747,523) | |
Number of options, Forfeited | (1,139,179) | (26,000) | |
Number of options outstanding, Ending balance | 8,042,427 | 9,651,085 | |
Number of options, Exercisable | 3,666,651 | 3,390,310 |
Share-based Payments - Schedu_2
Share-based Payments - Schedule of Number and Contractual Life of Options (Details) - Stock Option Plan | 12 Months Ended | ||
Mar. 31, 2020shares$ / shares | Mar. 31, 2019shares$ / shares | Mar. 31, 2018shares | |
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Options outstanding, Weighted remaining contractual life outstanding | 2 years 5 months 26 days | ||
Options outstanding, Number of options outstanding | shares | 8,042,427 | 9,651,085 | 10,091,546 |
Exercisable options, Weighted number of options exercisable | shares | 3,666,651 | 3,390,310 | |
Weighted average exercise price, Exercisable | $ 2.20 | $ 1.99 | |
$1.24 - $1.91 | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Options outstanding, Weighted remaining contractual life outstanding | 1 year 5 months 1 day | ||
Options outstanding, Number of options outstanding | shares | 931,248 | ||
Exercisable options, Weighted number of options exercisable | shares | 759,152 | ||
Weighted average exercise price, Exercisable | $ 1.54 | ||
$1.24 - $1.91 | Bottom of range | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Exercise price | 1.24 | ||
$1.24 - $1.91 | Top of range | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Exercise price | $ 1.91 | ||
$1.92 - $2.05 | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Options outstanding, Weighted remaining contractual life outstanding | 2 years 2 months 23 days | ||
Options outstanding, Number of options outstanding | shares | 4,294,779 | ||
Exercisable options, Weighted number of options exercisable | shares | 1,291,779 | ||
Weighted average exercise price, Exercisable | $ 1.98 | ||
$1.92 - $2.05 | Bottom of range | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Exercise price | 1.92 | ||
$1.92 - $2.05 | Top of range | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Exercise price | $ 2.05 | ||
$2.06 - $2.36 | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Options outstanding, Weighted remaining contractual life outstanding | 1 year 8 months 12 days | ||
Options outstanding, Number of options outstanding | shares | 1,375,000 | ||
Exercisable options, Weighted number of options exercisable | shares | 1,350,000 | ||
Weighted average exercise price, Exercisable | $ 2.16 | ||
$2.06 - $2.36 | Bottom of range | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Exercise price | 2.06 | ||
$2.06 - $2.36 | Top of range | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Exercise price | $ 2.36 | ||
$2.37 - $5.19 | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Options outstanding, Weighted remaining contractual life outstanding | 4 years 1 month 6 days | ||
Options outstanding, Number of options outstanding | shares | 622,161 | ||
Exercisable options, Weighted number of options exercisable | shares | 140,720 | ||
Weighted average exercise price, Exercisable | $ 4.60 | ||
$2.37 - $5.19 | Bottom of range | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Exercise price | 2.37 | ||
$2.37 - $5.19 | Top of range | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Exercise price | $ 5.19 | ||
$5.20 - $6.65 | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Options outstanding, Weighted remaining contractual life outstanding | 5 years 2 months 8 days | ||
Options outstanding, Number of options outstanding | shares | 819,239 | ||
Exercisable options, Weighted number of options exercisable | shares | 125,000 | ||
Weighted average exercise price, Exercisable | $ 6.31 | ||
$5.20 - $6.65 | Bottom of range | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Exercise price | 5.20 | ||
$5.20 - $6.65 | Top of range | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Exercise price | $ 6.65 |
Share-based Payments - Summary
Share-based Payments - Summary of Assumptions Used to Determine Fair Value of Options Granted (Details) | 12 Months Ended | |
Mar. 31, 2020yr$ / shares | Mar. 31, 2019yr$ / shares | |
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||
Risk-free interest | 0.70% | |
Expected volatility | 67.90% | |
Stock Option Plan | Black Scholes Option Pricing Model | ||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||
Exercise price | $ 5.35 | $ 4.59 |
Share price | $ 5.05 | $ 4.82 |
Risk-free interest | 1.47% | 1.92% |
Estimated life (years) | yr | 4.17 | 3.39 |
Expected volatility | 65.63% | 55.93% |
Non-market Performance Options | Black Scholes Option Pricing Model | ||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||
Exercise price | $ 5.90 | |
Share price | $ 6.42 | |
Risk-free interest | 1.59% | |
Estimated life (years) | yr | 10 | |
Expected volatility | 69.00% | |
Market Performance Options | Monte Carlo Simulation Pricing Model | ||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||
Exercise price | $ 5.88 | |
Share price | $ 6.28 | |
Risk-free interest | 1.69% | |
Estimated life (years) | yr | 10 | |
Expected volatility | 68.13% |
Share-based Payments - Schedu_3
Share-based Payments - Schedule of Number and Weighted Average Exercise Price of Performance Options (Details) | Jul. 08, 2019shares$ / shares | Mar. 31, 2020shares$ / shares | Mar. 31, 2019shares$ / shares |
Non-market Performance Options | |||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Number of options, Granted | 3,500,000 | 3,500,000 | |
Number of options outstanding, Ending balance | 3,500,000 | ||
Weighted average exercise price, Granted | (per share) | $ 4.43 | $ 5.90 | |
Weighted average exercise price, Ending balance | $ / shares | $ 5.90 | ||
Market Performance Options | |||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Number of options outstanding, Beginning balance | 25,000 | 325,000 | |
Number of options, Granted | 5,500,000 | 5,500,000 | |
Number of options outstanding, Ending balance | 5,525,000 | 25,000 | |
Weighted average exercise price, Beginning balance | $ / shares | $ 1.55 | $ 1.55 | |
Weighted average exercise price, Granted | (per share) | $ 4.43 | 5.88 | |
Weighted average exercise price, Ending balance | $ / shares | $ 5.86 | $ 1.55 | |
Number of options, Exercised | (300,000) | ||
Number of options, Exercisable | 775,000 | 25,000 | |
Weighted average exercise price, Exercised | $ / shares | $ 1.55 | ||
Weighted average exercise price, Exercisable | $ / shares | $ 5.66 | $ 1.55 |
Share-based Payments - Schedu_4
Share-based Payments - Schedule of Number and Contractual Life of Performance Options (Details) - Market Performance Options | 12 Months Ended | ||
Mar. 31, 2020shares$ / shares | Mar. 31, 2019shares$ / shares | Mar. 31, 2018shares | |
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Options outstanding, Weighted remaining contractual life outstanding | 9 years 2 months 26 days | ||
Options outstanding, Number of options outstanding | 5,525,000 | 25,000 | 325,000 |
Exercisable options, Weighted number of options exercisable | 775,000 | 25,000 | |
Weighted average exercise price, Exercisable | $ / shares | $ 5.66 | $ 1.55 | |
$1.55 | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Exercise price | $ / shares | $ 1.55 | ||
Options outstanding, Weighted remaining contractual life outstanding | 6 months 18 days | ||
Options outstanding, Number of options outstanding | 25,000 | ||
Exercisable options, Weighted number of options exercisable | 25,000 | ||
Weighted average exercise price, Exercisable | $ / shares | $ 1.55 | ||
$5.88 | |||
Disclosure Of Number And Weighted Average Remaining Contractual Life Of Outstanding Share Options [Line Items] | |||
Exercise price | $ / shares | $ 5.88 | ||
Options outstanding, Weighted remaining contractual life outstanding | 9 years 3 months 10 days | ||
Options outstanding, Number of options outstanding | 5,500,000 | ||
Exercisable options, Weighted number of options exercisable | 750,000 | ||
Weighted average exercise price, Exercisable | $ / shares | $ 5.80 |
Share-based Payments - Schedu_5
Share-based Payments - Schedule of Number and Weighted Average Exercise Price of Deferred Share Units (Details) | 12 Months Ended | |
Mar. 31, 2020shares$ / shares | Mar. 31, 2019shares$ / shares | |
Deferred Share Units | ||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||
Beginning balance | $ / shares | $ 1.56 | $ 1.50 |
Granted | $ / shares | 5.60 | 3.79 |
Forfeited | $ / shares | 1.75 | 3.79 |
Released through the issuance of common shares | $ / shares | 1.48 | 1.51 |
Ending balance | $ / shares | 2.60 | 1.56 |
Exercisable options | $ / shares | $ 2.47 | $ 1.50 |
Beginning balance | shares | 448,387 | 570,752 |
Granted | shares | 8,924 | 19,788 |
Forfeited | shares | (75,719) | (6,596) |
Released through the issuance of common shares | shares | (333,279) | (135,557) |
Ending balance | shares | 48,313 | 448,387 |
Exercisable options | shares | 45,730 | 285,089 |
Released through the issuance of common shares | $ / shares | $ 1.48 | $ 1.51 |
DSUs released, shares | shares | 333,279 | 135,557 |
Restricted Stock Units | ||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | ||
Granted | $ / shares | $ 5.80 | |
Released through the issuance of common shares | $ / shares | 5.80 | |
Ending balance | $ / shares | $ 5.80 | |
Granted | shares | 2,800,000 | |
Released through the issuance of common shares | shares | 437,849 | |
Ending balance | shares | 2,099,998 | |
Released through the issuance of common shares | $ / shares | $ 5.80 | |
Withheld as payment of withholding taxes | $ / shares | $ 5.80 | |
DSUs released, shares | shares | (437,849) | |
Withheld as payment of withholding taxes | shares | (262,153) |
Share-based Payments - Schedu_6
Share-based Payments - Schedule of Stock-based Compensation Included in Consolidated Statement of Earnings and Comprehensive Income (loss) (Details) - CAD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Included in cost of sales | $ 31,416,251 | $ 16,827,594 | [1] |
Included in selling, general and administrative expenses | 64,664,389 | 15,285,716 | [1] |
Share-based payment transactions | 16,594,588 | 3,712,415 | |
Deferred Share Units and Restricted Share Units | |||
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items] | |||
Included in cost of sales | 330,691 | ||
Included in selling, general and administrative expenses | 15,888,976 | 2,666,000 | |
Included in research and development expenses | 374,921 | 1,046,415 | |
Share-based payment transactions | $ 16,594,588 | $ 3,712,415 | |
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Taxes Expense (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Income Tax [Abstract] | ||
Origination and reversal of temporary differences | $ (6,300,795) | $ (5,016,319) |
Change in unrecognized deductible temporary differences | 10,902,135 | 5,186,330 |
Deferred tax expense | $ 4,601,340 | $ 170,011 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Effective Tax Rate (Details) - CAD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Disclosure Of Income Tax [Abstract] | |||
Loss before income taxes | $ (56,261,922) | $ (23,021,688) | [1] |
Basic combined Canadian statutory income tax rate | 26.58% | 26.68% | |
Income tax | $ (14,954,419) | $ (6,142,186) | |
Increase (decrease) resulting from: | |||
Change in unrecognized deductible temporary differences | 10,902,135 | 5,186,330 | |
Permanent difference on impairment on goodwill | 4,525,915 | ||
Non-deductible stock-based compensation | 4,410,842 | 990,472 | |
Difference in statutory tax rates of foreign subsidiaries | (190,567) | ||
Other permanent differences and other | (92,566) | 135,395 | |
Total tax expense | $ 4,601,340 | $ 170,011 | [1] |
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Income Taxes - Summary of Recog
Income Taxes - Summary of Recognized Deferred Tax Assets and Liabilities (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Tax losses carried forward | ||
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | ||
Beginning balance | $ 5,926,010 | $ 7,341,814 |
Foreign exchange effect | 104,541 | |
Recognized in net income | 1,902,655 | (1,415,804) |
Ending balance | 7,933,206 | 5,926,010 |
Research and development expenses | ||
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | ||
Beginning balance | 244,173 | 245,177 |
Foreign exchange effect | 0 | |
Recognized in net income | 67,738 | (1,004) |
Ending balance | 311,911 | 244,173 |
Intangible assets | ||
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | ||
Beginning balance | (1,041,732) | (1,196,882) |
Foreign exchange effect | 27,293 | |
Recognized in net income | 686,591 | 155,150 |
Ending balance | (327,848) | (1,041,732) |
Right-of-use assets | ||
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | ||
Foreign exchange effect | (5,165) | |
Recognized in net income | (344,365) | |
Ending balance | (349,530) | |
Goodwill | ||
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | ||
Foreign exchange effect | (311,098) | |
Recognized in net income | (6,744,802) | |
Ending balance | (7,055,900) | |
Property, plant and equipment [member] | ||
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | ||
Beginning balance | (3,813,728) | (4,463,815) |
Foreign exchange effect | (37,777) | |
Recognized in net income | (804,544) | 650,087 |
Ending balance | (4,656,049) | (3,813,728) |
Tax credits receivable | ||
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | ||
Beginning balance | (40,555) | (40,708) |
Foreign exchange effect | 0 | |
Recognized in net income | (8,330) | 153 |
Ending balance | (48,885) | (40,555) |
Lease liabilities | ||
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | ||
Foreign exchange effect | 5,621 | |
Recognized in net income | 202,260 | |
Ending balance | 207,881 | |
Prepaid royalty income | ||
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | ||
Beginning balance | (1,471,349) | (1,912,756) |
Foreign exchange effect | 0 | |
Recognized in net income | 441,457 | 441,407 |
Ending balance | (1,029,892) | (1,471,349) |
Unsecured Convertible Debentures | ||
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | ||
Beginning balance | (197,181) | (27,170) |
Foreign exchange effect | (216,585) | |
Recognized in net income | (4,601,340) | (170,011) |
Ending balance | $ (5,015,106) | $ (197,181) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Income Tax [Line Items] | ||
Realized and unrealized capital losses carried forward | $ 20,386,757 | $ 21,733,388 |
Tax credits receivable | 14,336 | 49,685 |
Nutraceutical | ||
Disclosure Of Income Tax [Line Items] | ||
Research and development investment tax credits recoverable | 184,470 | 152,464 |
Temporary Differences | ||
Disclosure Of Income Tax [Line Items] | ||
Deferred tax liabilities recognized | 0 | |
Deferred tax asset recognized | 0 | |
Research and development expenses | ||
Disclosure Of Income Tax [Line Items] | ||
Deferred tax asset recognized | 67,738 | (1,004) |
Tax credits receivable | $ 14,336 | $ 49,685 |
Income Taxes - Summary of Tax L
Income Taxes - Summary of Tax Losses Carried Forward (Details) | Mar. 31, 2020CAD ($) |
Federal | |
Tax losses carried forward | |
Tax losses carried forward | $ 76,122,000 |
Research and development expenses, without time limitation | 11,415,000 |
Other deductible temporary differences, without time limitation | 5,212,000 |
Federal | 2035 | |
Tax losses carried forward | |
Tax losses carried forward | 11,254,000 |
Federal | 2036 | |
Tax losses carried forward | |
Tax losses carried forward | 3,052,000 |
Federal | 2037 | |
Tax losses carried forward | |
Tax losses carried forward | 9,050,000 |
Federal | 2038 | |
Tax losses carried forward | |
Tax losses carried forward | 27,000 |
Federal | 2039 | |
Tax losses carried forward | |
Tax losses carried forward | 9,971,000 |
Federal | 2040 | |
Tax losses carried forward | |
Tax losses carried forward | 42,768,000 |
Provincial | |
Tax losses carried forward | |
Tax losses carried forward | 73,212,000 |
Research and development expenses, without time limitation | 16,091,000 |
Other deductible temporary differences, without time limitation | 5,212,000 |
Provincial | 2035 | |
Tax losses carried forward | |
Tax losses carried forward | 6,276,000 |
Provincial | 2036 | |
Tax losses carried forward | |
Tax losses carried forward | 3,052,000 |
Provincial | 2037 | |
Tax losses carried forward | |
Tax losses carried forward | 10,499,000 |
Provincial | 2038 | |
Tax losses carried forward | |
Tax losses carried forward | 22,000 |
Provincial | 2039 | |
Tax losses carried forward | |
Tax losses carried forward | 10,595,000 |
Provincial | 2040 | |
Tax losses carried forward | |
Tax losses carried forward | $ 42,768,000 |
Income Taxes - Schedule of Futu
Income Taxes - Schedule of Future Federal Income Taxes Payable and Expire (Details) - Federal - Nutraceutical - Research and development expenses | Mar. 31, 2020CAD ($) |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | $ 2,374,000 |
2022 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 76,000 |
2023 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 217,000 |
2024 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 75,000 |
2025 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 54,000 |
2026 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 91,000 |
2027 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 145,000 |
2028 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 64,000 |
2029 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 107,000 |
2030 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 206,000 |
2031 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 244,000 |
2032 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 129,000 |
2033 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 124,000 |
2034 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 106,000 |
2035 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 263,000 |
2036 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 210,000 |
2037 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 159,000 |
2038 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 63,000 |
2039 | |
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | $ 41,000 |
Supplemental Cash Flow Disclo_3
Supplemental Cash Flow Disclosure - Summary of Supplemental Cash Flow Disclosure - Changes in Operating Assets and Liabilities (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Supplementary Cash Flow Information [Abstract] | ||
Trade and other receivables | $ (5,005,467) | $ (165,944) |
Prepaid expenses | (2,895,616) | (720,733) |
Inventories | (4,737,264) | 223,168 |
Trade and other payables | 5,165,884 | 680,689 |
Deferred revenues | 14,539 | 22,751 |
Provisions | (1,226,873) | 7,964,576 |
Changes in operating assets and liabilities | $ (8,684,797) | $ 8,004,507 |
Supplemental Cash Flow Disclo_4
Supplemental Cash Flow Disclosure - Summary of Supplemental Cash Flow Disclosure - Non-cash Transactions (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Supplementary Cash Flow Information [Abstract] | ||
Acquired property, plant and equipment included in trade and other payables | $ 1,637,180 | $ 1,316,567 |
Intangible assets included in trade and other payables | 712,553 | 557,480 |
Intangible assets included in long-term payables | 379,948 | $ 841,134 |
Provision settled in shares of the Corporation (note 12 (b)) | 3,312,000 | |
Deferred lease inducements against right-of-use assets for IFRS 16 transition (note 3 (q)(i))) | 207,745 | |
Prepaid rent applied against right-of-use assets for IFRS 16 transition (note 3 (q)(i))) | 22,127 | |
Settlement of pre-existing relationship included in prepaid expenses (note 4) | 1,228,635 | |
Common shares of Acasti held by the Corporation transferred to settle provision (note 12 (b)) | $ 2,310,000 |
Supplemental Cash Flow Disclo_5
Supplemental Cash Flow Disclosure - Summary of Reconciliation of Liabilities to Cash Flows from Financing Activities (Detail) - CAD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Disclosure Of Supplementary Cash Flow Information [Line Items] | |||
Repayments From Cash (used in) provided by financing activities | $ (3,807,132) | $ (1,357,454) | [1] |
Loan | |||
Disclosure Of Supplementary Cash Flow Information [Line Items] | |||
Beginning Balance | 2,846,501 | 3,891,077 | |
Repayments From Cash (used in) provided by financing activities | (2,957,132) | (1,071,433) | |
Non-cash Changes Accretion of Interest | 110,631 | 32,599 | |
Non-cash changes financing and discounted fees | (5,742) | ||
Ending Balance | 2,846,501 | ||
Facility of Credit | |||
Disclosure Of Supplementary Cash Flow Information [Line Items] | |||
Proceeds From Cash (used in) provided by financing activities | 4,100,000 | ||
Repayments From Cash (used in) provided by financing activities | (850,000) | ||
Non-cash Changes Accretion of Interest | 34,535 | ||
Non-cash changes financing and discounted fees | (103,608) | ||
Ending Balance | 3,180,927 | ||
Bank Line of Credit | |||
Disclosure Of Supplementary Cash Flow Information [Line Items] | |||
Beginning Balance | 620,000 | 490,000 | |
Proceeds From Cash (used in) provided by financing activities | 130,000 | ||
Repayments From Cash (used in) provided by financing activities | (620,000) | ||
Ending Balance | 620,000 | ||
Long-term Debt | |||
Disclosure Of Supplementary Cash Flow Information [Line Items] | |||
Beginning Balance | 3,466,501 | 4,661,356 | |
Proceeds From Cash (used in) provided by financing activities | 4,100,000 | 130,000 | |
Repayments From Cash (used in) provided by financing activities | (4,427,132) | (1,351,712) | |
Non-cash Changes Accretion of Interest | 145,166 | 32,599 | |
Non-cash changes financing and discounted fees | (103,608) | (5,742) | |
Ending Balance | $ 3,180,927 | 3,466,501 | |
Balance of Purchase Price | |||
Disclosure Of Supplementary Cash Flow Information [Line Items] | |||
Beginning Balance | 261,596 | ||
Repayments From Cash (used in) provided by financing activities | (261,596) | ||
Finance Lease Liabilities | |||
Disclosure Of Supplementary Cash Flow Information [Line Items] | |||
Beginning Balance | 18,683 | ||
Repayments From Cash (used in) provided by financing activities | (18,683) | ||
Interest Rate Swap Asset Used for Hedging | |||
Disclosure Of Supplementary Cash Flow Information [Line Items] | |||
Beginning Balance | (19,090) | ||
Non-cash changes in fair value | $ 19,090 | ||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) | 12 Months Ended | ||
Mar. 31, 2020CAD ($)$ / sharesshares | Mar. 31, 2020USD ($)shares | Mar. 31, 2019CAD ($)$ / sharesshares | |
Disclosure Of Financial Instruments [Line Items] | |||
Assumed percentage weakening of foreign currency | 5.00% | 5.00% | |
Assumed interest rate increase | 0.50% | 0.50% | |
Movement in Allowance for Doubtful Account | |||
Disclosure Of Financial Instruments [Line Items] | |||
Expected credit loss on other receivables | $ 45,587 | $ 43,275 | |
Credit Risk | |||
Disclosure Of Financial Instruments [Line Items] | |||
Percentage of credit insurance on invoicing | 90.00% | 90.00% | |
Credit Risk | Customer One | |||
Disclosure Of Financial Instruments [Line Items] | |||
Percentage of trade accounts held by major customers | 13.30% | 13.30% | 23.30% |
Credit Risk | Customer Two | |||
Disclosure Of Financial Instruments [Line Items] | |||
Percentage of trade accounts held by major customers | 11.40% | 11.40% | |
Foreign Exchange Rate Risk | U S Dollars | |||
Disclosure Of Financial Instruments [Line Items] | |||
Percentage of revenues by geographical area | 35.00% | 35.00% | 67.00% |
Interest rate risk [member] | |||
Disclosure Of Financial Instruments [Line Items] | |||
Increase in net loss | $ 6,167 | ||
Acasti Pharma Inc | |||
Disclosure Of Financial Instruments [Line Items] | |||
Number of shares owned in subsidiary | shares | 1,000,000 | 5,064,694 | |
Fair value of investment | $ 530,000 | $ 6,837,337 | |
Fair value of investment, per share | $ / shares | $ 0.53 | $ 1.35 | |
Shares transferred for settlement of litigation | shares | 2,100,000 | 2,100,000 | |
Fair value loss due to litigation of settlement | $ 525,000 | ||
Number of shares owned | shares | 1,964,694 | 1,964,694 | |
Net proceeds from sale of shares | $ 5,317,770 | ||
Change in fair value loss | 896,313 | ||
Gain on sales of shares | $ 1,320,431 | $ 251,597 |
Financial Instruments - Summary
Financial Instruments - Summary of Aging of Trade Receivable Balances (Details) - CAD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Disclosure Of Financial Instruments [Line Items] | ||
Trade receivables | $ 9,560,268 | $ 5,506,458 |
Less expected credit loss | (723,623) | (616,846) |
Current Trade Receivables Net Of Allowance | 8,836,645 | 4,889,612 |
Current | ||
Disclosure Of Financial Instruments [Line Items] | ||
Trade receivables | 5,744,599 | 3,872,893 |
Past due 0-30 days | ||
Disclosure Of Financial Instruments [Line Items] | ||
Trade receivables | 930,050 | 792,910 |
Past due 31-120 days | ||
Disclosure Of Financial Instruments [Line Items] | ||
Trade receivables | 1,993,731 | 27,885 |
Past due over 121 days | ||
Disclosure Of Financial Instruments [Line Items] | ||
Trade receivables | $ 891,888 | $ 812,770 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Movement in Expected Credit Loss in Respect of Trade Receivables (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Financial Instruments [Abstract] | ||
Balance, beginning of year | $ 616,846 | $ 605,964 |
Bad debt expenses | 132,283 | 5,952 |
Foreign exchange loss | 8,896 | 4,930 |
Reversal of the expected credit loss | (34,402) | |
Balance, end of year | $ 723,623 | $ 616,846 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Effect of Changes in Foreign Exchange Currency (Details) | 12 Months Ended | ||||||||||||
Mar. 31, 2020USD ($) | Mar. 31, 2020EUR (€) | Mar. 31, 2019USD ($) | Mar. 31, 2019EUR (€) | Mar. 31, 2020CAD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020EUR (€) | Mar. 31, 2019CAD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2019EUR (€) | Mar. 31, 2018CAD ($) | [1] | ||
Disclosure Of Financial Instruments [Line Items] | |||||||||||||
Cash and cash equivalents | $ 16,577,076 | $ 9,819,351 | [1] | $ 24,287,107 | |||||||||
Foreign Exchange Rate Risk | |||||||||||||
Disclosure Of Financial Instruments [Line Items] | |||||||||||||
Cash and cash equivalents | $ 8,422,874 | € 5,936 | $ 623,698 | € 9,736 | |||||||||
Trade and other receivables | 4,224,026 | 2,853,473 | |||||||||||
Trade and other payables and lease liabilities | (7,115,681) | (51,852) | (1,303,107) | (263,232) | |||||||||
Long-term payables | (448,554) | (111,686) | |||||||||||
Foreign exchange currency exposure | $ 5,082,665 | € (45,916) | $ 2,062,378 | € (253,496) | |||||||||
Foreign Exchange Rate Risk | US$ per CAD | |||||||||||||
Disclosure Of Financial Instruments [Line Items] | |||||||||||||
Average | 1.3306 | 1.3306 | 1.3122 | 1.3122 | |||||||||
Reporting | 1.4062 | 1.4062 | 1.4062 | 1.3349 | 1.3349 | 1.3349 | |||||||
Foreign Exchange Rate Risk | EURO per CAD | |||||||||||||
Disclosure Of Financial Instruments [Line Items] | |||||||||||||
Average | 1.4784 | 1.4784 | 1.5192 | 1.5192 | |||||||||
Reporting | 1.5511 | 1.5511 | 1.5511 | 1.4975 | 1.4975 | 1.4975 | |||||||
Foreign Exchange Rate Risk | Euro | 5% Strengthening of Currency | |||||||||||||
Disclosure Of Financial Instruments [Line Items] | |||||||||||||
Increase (decrease) in net profit | € | € (2,296) | € (12,675) | |||||||||||
Foreign Exchange Rate Risk | U S Dollars | 5% Strengthening of Currency | |||||||||||||
Disclosure Of Financial Instruments [Line Items] | |||||||||||||
Increase (decrease) in net profit | $ 254,132 | $ 103,118 | |||||||||||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Financial Instruments - Summa_3
Financial Instruments - Summary of Corporation's Exposure to Interest Rate Risk (Details) - Interest rate risk [member] | 12 Months Ended |
Mar. 31, 2020 | |
Cash and Cash Equivalents | |
Disclosure Of Financial Instruments [Line Items] | |
Borrowings, interest rate basis | Short-term fixed interest rate |
Short-term Investments | |
Disclosure Of Financial Instruments [Line Items] | |
Borrowings, interest rate basis | Short-term fixed interest rate |
Long-term Debt | |
Disclosure Of Financial Instruments [Line Items] | |
Borrowings, interest rate basis | Fixed and variable interest rates |
Financial Instruments - Summa_4
Financial Instruments - Summary of Contractual Maturities of Financial Liabilities (Details) - Liquidity Risk - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Disclosure Of Financial Instruments [Line Items] | ||
Carrying amount | $ 16,188,036 | $ 12,841,077 |
Contractual cash flows | 16,215,973 | 12,952,171 |
Trade and Other Payables And Long-term Payable | ||
Disclosure Of Financial Instruments [Line Items] | ||
Carrying amount | 13,007,109 | 9,374,576 |
Contractual cash flows | 13,007,109 | 9,374,576 |
Long-term Debt | ||
Disclosure Of Financial Instruments [Line Items] | ||
Carrying amount | 3,180,927 | 3,466,501 |
Contractual cash flows | 3,208,864 | 3,577,595 |
Less than 1 year | ||
Disclosure Of Financial Instruments [Line Items] | ||
Contractual cash flows | 15,660,533 | 12,096,834 |
Less than 1 year | Trade and Other Payables And Long-term Payable | ||
Disclosure Of Financial Instruments [Line Items] | ||
Contractual cash flows | 12,451,669 | 8,519,239 |
Less than 1 year | Long-term Debt | ||
Disclosure Of Financial Instruments [Line Items] | ||
Contractual cash flows | 3,208,864 | 3,577,595 |
1 to 5 years | ||
Disclosure Of Financial Instruments [Line Items] | ||
Contractual cash flows | 555,440 | 855,337 |
1 to 5 years | Trade and Other Payables And Long-term Payable | ||
Disclosure Of Financial Instruments [Line Items] | ||
Contractual cash flows | $ 555,440 | $ 855,337 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Dec. 21, 2018 | Nov. 02, 2017 | Jan. 31, 2020 | Aug. 31, 2014CAD ($) | Aug. 31, 2014USD ($) | Mar. 31, 2020CAD ($) | Mar. 31, 2019CAD ($) | Mar. 31, 2019AUD ($) |
Disclosure Of Commitments And Contingencies [Line Items] | ||||||||
Term of minimum annual volume of sales to maintain exclusivity of speciality ingredient | 11 years | 8 years | ||||||
Purchase commitments | $ 858,593 | |||||||
Remaining commitments | 1,616,206 | |||||||
Amount owed from customer | $ 5,202,940 | $ 3,700,000 | ||||||
Counterclaim amount amended | $ 173,000,000 | $ 201 | ||||||
Provision recognized for counterclaim amended | $ 0 | |||||||
CEO | ||||||||
Disclosure Of Commitments And Contingencies [Line Items] | ||||||||
Percentage of royalties payable | 1.00% | |||||||
Provision | $ 1,115,703 | |||||||
More than 5 years | ||||||||
Disclosure Of Commitments And Contingencies [Line Items] | ||||||||
Annual expense of contract for security of the site | $ 172,000 | |||||||
Lonza Agreement | ||||||||
Disclosure Of Commitments And Contingencies [Line Items] | ||||||||
Term of licensing and capsules agreement | 5 years | |||||||
Bottom of range | ||||||||
Disclosure Of Commitments And Contingencies [Line Items] | ||||||||
Total remaining amount of royalties | $ 5,310,000 |
Capital Management - Additional
Capital Management - Additional Information (Details) - CAD ($) | Mar. 31, 2020 | Mar. 31, 2019 | ||
Capital Management [Abstract] | ||||
Cash | $ 16,577,076 | $ 3,676,704 | [1] | |
Cash equivalents | [1] | $ 6,142,647 | ||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Capital Management - Summary of
Capital Management - Summary of Short-term Investment (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Capital Management [Abstract] | ||
Restricted short-term investments maturity date | Apr. 28, 2020 | Dec. 11, 2019 |
Restricted short-term investments interest rate | 1.40% | 1.40% |
Restricted short-term investment | $ 36,000 | $ 48,000 |
Operating segments - Additional
Operating segments - Additional Information (Details) | 12 Months Ended | |
Mar. 31, 2020CAD ($)Customer | Mar. 31, 2019CAD ($)Customer | |
Disclosure Of Operating Segments [Line Items] | ||
Description of factors used to identify entity's reportable segments | The Corporation’s reportable segments are the nutraceutical and the cannabis segments. The nutraceutical segment offers turnkey solutions including services such as raw material sourcing, formulation, quality control and quality assurance primarily for omega-3 and hemp-derived ingredients under different delivery forms such as softgels, capsules and liquids. In the cannabis segment, Neptune provides extraction and purification services from cannabis and hemp biomass. The Company also offers formulation and manufacturing solutions for value added product forms such as tinctures, sprays, topicals, vapor products and edibles and beverages. | |
Revenues for non-cash consideration | $ 168,955 | |
Major Customer One | Nutraceutical | ||
Disclosure Of Operating Segments [Line Items] | ||
Income from major customer per segment | $ 5,033,261 | $ 5,108,976 |
Number of customers representing ten percent or more of sales | Customer | 1 | 1 |
Percentage of entity's revenue | 25.62% | 20.90% |
Major Customer One | Cannabis | ||
Disclosure Of Operating Segments [Line Items] | ||
Income from major customer per segment | $ 2,215,592 | |
Number of customers representing ten percent or more of sales | Customer | 1 | |
Percentage of entity's revenue | 27.44% |
Operating segments - Summary of
Operating segments - Summary of Information About Reportable Segments (Details) - CAD ($) | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | |||
Disclosure Of Operating Segments [Line Items] | ||||
Revenue from external sales, royalties and other revenues | $ 29,577,804 | $ 24,442,042 | ||
Gross profit (loss) | (1,838,447) | 7,614,448 | [1] | |
Research and development expenses net of credits and grants | (2,870,497) | (7,211,553) | [1] | |
Selling, general and administrative expenses | (30,071,755) | (6,370,735) | ||
Impairment loss on goodwill | (85,548,266) | |||
Segment income (loss) before contingent consideration and corporate expenses | (120,328,965) | |||
Change in fair value of contingent consideration | 97,208,166 | |||
Segment income (loss) before corporate expenses | (23,120,799) | (5,967,840) | ||
Corporate general and administrative expenses | (34,592,634) | (8,914,981) | ||
Litigation provisions | [1] | (7,930,383) | ||
Net finance income | 1,451,511 | (208,484) | ||
Income tax expense | (4,601,340) | (170,011) | [1] | |
Net loss | (60,863,262) | (23,191,699) | [1] | |
Depreciation and amortization | (8,384,236) | (3,056,322) | ||
Stock-based compensation | (16,594,588) | (3,712,415) | [1] | |
Reportable segment assets | 168,775,947 | 90,220,575 | [1] | |
Reportable segment goodwill | 42,333,174 | 6,750,626 | [1] | |
Reportable segment liabilities | 25,145,654 | 21,235,649 | [1] | |
Nutraceutical | ||||
Disclosure Of Operating Segments [Line Items] | ||||
Revenue from external sales, royalties and other revenues | 21,278,218 | 24,429,592 | ||
Gross profit (loss) | 6,573,249 | 7,601,998 | ||
Research and development expenses net of credits and grants | (456,659) | (488,152) | ||
Selling, general and administrative expenses | (11,241,606) | (4,524,704) | ||
Impairment loss on goodwill | (3,467,000) | |||
Segment income (loss) before contingent consideration and corporate expenses | (8,592,016) | |||
Segment income (loss) before corporate expenses | (8,592,016) | 2,589,142 | ||
Depreciation and amortization | (674,776) | (718,519) | ||
Stock-based compensation | (489,960) | (492,133) | ||
Reportable segment assets | 18,030,922 | 21,007,447 | ||
Reportable segment goodwill | 3,283,626 | 6,750,626 | ||
Reportable segment liabilities | 6,695,013 | 7,330,354 | ||
Cannabis | ||||
Disclosure Of Operating Segments [Line Items] | ||||
Revenue from external sales, royalties and other revenues | 8,075,070 | 12,450 | ||
Gross profit (loss) | (8,636,212) | 12,450 | ||
Research and development expenses net of credits and grants | (2,413,838) | (6,723,401) | ||
Selling, general and administrative expenses | (18,830,149) | (1,846,031) | ||
Impairment loss on goodwill | (82,081,266) | |||
Segment income (loss) before contingent consideration and corporate expenses | (111,961,465) | |||
Change in fair value of contingent consideration | 97,208,166 | |||
Segment income (loss) before corporate expenses | (14,753,299) | (8,556,982) | ||
Depreciation and amortization | (7,212,875) | (2,125,727) | ||
Stock-based compensation | (1,243,401) | (1,046,415) | ||
Reportable segment assets | 132,284,082 | 50,980,849 | ||
Reportable segment goodwill | 39,049,548 | |||
Reportable segment liabilities | 9,987,632 | 3,150,146 | ||
Corporate | ||||
Disclosure Of Operating Segments [Line Items] | ||||
Revenue from external sales, royalties and other revenues | 224,516 | |||
Gross profit (loss) | 224,516 | |||
Segment income (loss) before contingent consideration and corporate expenses | 224,516 | |||
Segment income (loss) before corporate expenses | 224,516 | |||
Corporate general and administrative expenses | (34,592,634) | (8,914,981) | ||
Litigation provisions | (7,930,383) | |||
Net finance income | 1,451,511 | (208,484) | ||
Income tax expense | (4,601,340) | (170,011) | ||
Depreciation and amortization | (496,585) | (212,076) | ||
Stock-based compensation | (14,861,227) | (2,173,867) | ||
Reportable segment assets | 18,460,943 | 18,232,279 | ||
Reportable segment liabilities | $ 8,463,009 | $ 10,755,149 | ||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Operating segments - Summary _2
Operating segments - Summary of Sales Revenue Derived from Sales of Goods (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Geographical Areas [Line Items] | ||
Sales revenue from sales of goods | $ 27,722,571 | $ 23,163,016 |
At a Point in Time | Nutraceutical Products | Nutraceutical | ||
Disclosure Of Geographical Areas [Line Items] | ||
Sales revenue from sales of goods | 19,647,501 | 23,150,566 |
At a Point in Time | Cannabis and Hemp Products | Cannabis | ||
Disclosure Of Geographical Areas [Line Items] | ||
Sales revenue from sales of goods | 636,630 | |
Over Time | Processing Services | Cannabis | ||
Disclosure Of Geographical Areas [Line Items] | ||
Sales revenue from sales of goods | $ 7,438,440 | $ 12,450 |
Operating segments - Summary _3
Operating segments - Summary of Revenue from Sales Based on Destination (Details) - CAD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Disclosure Of Geographical Areas [Line Items] | |||
Revenue from Nutraceutical | $ 19,647,501 | $ 23,163,016 | |
Revenue from Cannabis | 8,075,070 | ||
Revenue from Royalties | 1,630,717 | 1,279,026 | [1] |
Revenue from Corporate | 224,516 | ||
Total revenues (note 23) | 29,577,804 | 24,442,042 | [1] |
CANADA | |||
Disclosure Of Geographical Areas [Line Items] | |||
Revenue from Nutraceutical | 8,859,621 | 8,606,834 | |
Revenue from Cannabis | 5,375,057 | ||
Revenue from Royalties | 66,376 | 25,210 | |
Revenue from Corporate | 224,516 | ||
Total revenues (note 23) | 14,525,570 | 8,632,044 | |
UNITED STATES | |||
Disclosure Of Geographical Areas [Line Items] | |||
Revenue from Nutraceutical | 10,671,733 | 12,513,336 | |
Revenue from Cannabis | 2,700,013 | ||
Revenue from Royalties | 1,564,341 | 1,253,816 | |
Total revenues (note 23) | 14,936,087 | 13,767,152 | |
Other Countries | |||
Disclosure Of Geographical Areas [Line Items] | |||
Revenue from Nutraceutical | 116,147 | 2,042,846 | |
Total revenues (note 23) | $ 116,147 | $ 2,042,846 | |
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Operating segments - Summary _4
Operating segments - Summary of Revenue from Sales Based on Destination (Parenthetical) (Details) - CAD ($) | Mar. 31, 2020 | Mar. 31, 2019 | [1] |
Disclosure Of Geographical Areas [Line Items] | |||
Property plant and equipment | $ 60,028,574 | $ 47,023,973 | |
CANADA | |||
Disclosure Of Geographical Areas [Line Items] | |||
Property plant and equipment | 54,842,682 | ||
UNITED STATES | |||
Disclosure Of Geographical Areas [Line Items] | |||
Property plant and equipment | $ 5,815,892 | ||
[1] | The Corporation has initially applied IFRS 16 as at April 1, 2019. Under the transition method chosen, comparative information is not restated. Refer to note 3 (q). |
Related Parties - Additional In
Related Parties - Additional Information (Details) | 12 Months Ended |
Mar. 31, 2020 | |
Key Management Personnel | |
Disclosure Of Transactions Between Related Parties [Line Items] | |
Proportion of voting rights | 9.00% |
Related Parties - Summary of Ke
Related Parties - Summary of Key Management Personnel Compensation (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Transactions Between Related Parties [Abstract] | ||
Short-term benefits | $ 5,680,693 | $ 2,861,645 |
Share-based compensation costs | 15,787,235 | 3,088,053 |
Severance | 272,788 | |
Long-term incentive | 1,150,298 | |
Total compensation of key management personnel | $ 22,891,014 | $ 5,949,698 |
Related Parties - Summary of _2
Related Parties - Summary of Key Management Personnel Compensation (Parenthtical) (Details) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020CAD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($) | |
Disclosure Of Transactions Between Related Parties [Line Items] | |||
Termination severance | $ 272,788 | ||
Long term incentive fee expense | 1,150,298 | ||
Long term liability fee related to incentive fee expense | $ 1,217,769 | ||
Risk-free interest | 0.70% | 0.70% | |
Expected volatility | 67.90% | 67.90% | |
CEO [member] | |||
Disclosure Of Transactions Between Related Parties [Line Items] | |||
Long term incentive fee expense | $ 21,093,000 | $ 15 | |
Incentive fee, description | According to the employment agreement with the CEO, a long-term incentive of $21,093,000 (US$15 million) is payable if the Corporation’s US market capitalization is at least $1.4 billion (US$1 billion) during its term agreement. | According to the employment agreement with the CEO, a long-term incentive of $21,093,000 (US$15 million) is payable if the Corporation’s US market capitalization is at least $1.4 billion (US$1 billion) during its term agreement. | |
Market capitalization target | $ 1,400,000,000 | $ 1,000 | |
Estimated period for achievement of market capitalization target | 7 years 7 months 20 days | 7 years 7 months 20 days |