Exhibit 99.2
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PROFOUND MEDICAL CORP.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
PRESENTED IN US DOLLARS (000s)
Profound Medical Corp.
Interim Condensed Consolidated Balance Sheets
In USD (000s)
(Unaudited)
| | | September 30, 2022 $ | | | | December 31, 2021 $ | |
| | | | | | | | |
Assets | | | | | | | | |
| | | | | | | | |
Current assets | | | | | | | | |
Cash | | | 46,208 | | | | 67,152 | |
Trade and other receivables (note 3) | | | 3,458 | | | | 1,412 | |
Inventory (note 4) | | | 7,440 | | | | 7,413 | |
Prepaid expenses and deposits | | | 447 | | | | 1,148 | |
Total current assets | | | 57,553 | | | | 77,125 | |
| | | | | | | | |
Trade and other receivables (note 3) | | | 2,569 | | | | 3,622 | |
Property and equipment (note 5) | | | 891 | | | | 788 | |
Intangible assets (note 6) | | | 721 | | | | 1,435 | |
Right-of-use assets (note 7) | | | 863 | | | | 1,116 | |
Goodwill | | | 2,487 | | | | 2,689 | |
| | | | | | | | |
Total assets | | | 64,084 | | | | 86,775 | |
| | | | | | | | |
Liabilities | | | | | | | | |
| | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable and accrued liabilities | | | 2,537 | | | | 3,180 | |
Deferred revenue | | | 479 | | | | 477 | |
Provisions | | | 57 | | | | 87 | |
Derivative financial instruments | | | 13 | | | | 161 | |
Lease liabilities (note 8) | | | 230 | | | | 250 | |
Total current liabilities | | | 3,316 | | | | 4,155 | |
| | | | | | | | |
Deferred revenue | | | 779 | | | | 875 | |
Lease liabilities (note 8) | | | 870 | | | | 1,127 | |
| | | | | | | | |
Total liabilities | | | 4,965 | | | | 6,157 | |
| | | | | | | | |
Shareholders’ Equity | | | | | | | | |
| | | | | | | | |
Share capital (note 9) | | | 203,398 | | | | 219,579 | |
Contributed surplus | | | 16,818 | | | | 16,986 | |
Accumulated other comprehensive income | | | 19,738 | | | | 4,746 | |
Deficit | | | (179,835 | ) | | | (160,693 | ) |
| | | | | | | | |
Total Shareholders’ Equity | | | 60,119 | | | | 80,618 | |
| | | | | | | | |
Total Liabilities and Shareholders’ Equity | | | 65,084 | | | | 86,775 | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Profound Medical Corp.
Interim Condensed Consolidated Statements of Loss and Comprehensive Loss (Income)
In USD (000s)
(Unaudited)
| | | Three months ended September 30, 2022 $ | | | | Three months ended September 30, 2021 $ | | | | Nine months ended September 30, 2022 $ | | | | Nine months ended September 30, 2021 $ | |
| | | | | | | | | | | | | | | | |
Revenue (note 11) | | | | | | | | | | | | | | | | |
Capital equipment | | | 800 | | | | 1,457 | | | | 2,004 | | | | 3,150 | |
Recurring - non-capital | | | 1,235 | | | | 1,080 | | | | 3,420 | | | | 2,725 | |
| | | 2,035 | | | | 2,537 | | | | 5,424 | | | | 5,875 | |
Cost of sales (note 12) | | | 945 | | | | 1,550 | | | | 2,962 | | | | 3,420 | |
Gross profit | | | 1,090 | | | | 987 | | | | 2,462 | | | | 2,455 | |
| | | | | | | | | | | | | | | | |
Operating expenses (note 12) | | | | | | | | | | | | | | | | |
Research and development | | | 4,733 | | | | 4,054 | | | | 11,601 | | | | 10,578 | |
General and administrative | | | 2,393 | | | | 2,506 | | | | 7,371 | | | | 7,091 | |
Selling and distribution | | | 2,198 | | | | 2,034 | | | | 6,794 | | | | 5,349 | |
Total operating expenses | | | 9,324 | | | | 8,594 | | | | 25,766 | | | | 23,018 | |
| | | | | | | | | | | | | | | | |
Operating Loss | | | 8,234 | | | | 7,607 | | | | 23,304 | | | | 20,563 | |
| | | | | | | | | | | | | | | | |
Net finance income (note 13) | | | (3,271 | ) | | | (1,663 | ) | | | (4,243 | ) | | | (161 | ) |
| | | | | | | | | | | | | | | | |
Loss before taxes | | | 4,963 | | | | 5,944 | | | | 19,061 | | | | 20,402 | |
| | | | | | | | | | | | | | | | |
Income taxes | | | 34 | | | | 52 | | | | 81 | | | | 136 | |
| | | | | | | | | | | | | | | | |
Net loss attributed to shareholders for the period | | | 4,997 | | | | 5,996 | | | | 19,142 | | | | 20,538 | |
| | | | | | | | | | | | | | | | |
Other comprehensive loss | | | | | | | | | | | | | | | | |
Item that may be reclassified to loss | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment - net of tax | | | 11,103 | | | | 3,931 | | | | 14,992 | | | | 1,016 | |
Net loss and comprehensive loss/(income) for the period | | | (6,106 | ) | | | 2,065 | | | | 4,150 | | | | 19,522 | |
| | | | | | | | | | | | | | | | |
Loss per share (note 14) | | | | | | | | | | | | | | | | |
Basic and diluted loss per common share | | | 0.24 | | | | 0.29 | | | | 0.92 | | | | 1.01 | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Profound Medical Corp.
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity
In USD (000s)
(Unaudited)
| | | Number of shares | | | | Share capital $ | | | | Contributed surplus $ | | | | Accumulated other comprehensive income $ | | | | Deficit $ | | | | Total $ | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance – January 1, 2021 | | | 20,208,948 | | | | 211,527 | | | | 11,250 | | | | 4,567 | | | | (129,994 | ) | | | 97,350 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the period | | | - | | | | - | | | | - | | | | - | | | | (20,538 | ) | | | (20,538 | ) |
Cumulative translation adjustment – net of tax of $nil | | | - | | | | (916 | ) | | | (111 | ) | | | 1,016 | | | | - | | | | (11 | ) |
Exercise of share options | | | 73,908 | | | | 974 | | | | (392 | ) | | | - | | | | - | | | | 582 | |
Exercise of warrants | | | 485,161 | | | | 6,836 | | | | (997 | ) | | | - | | | | - | | | | 5,839 | |
Vesting of RSUs | | | 1,234 | | | | 18 | | | | (18 | ) | | | - | | | | - | | | | - | |
Share-based compensation (note 10) | | | - | | | | - | | | | 4,792 | | | | - | | | | - | | | | 4,792 | |
Balance – September 30, 2021 | | | 20,769,251 | | | | 218,439 | | | | 14,524 | | | | 5,583 | | | | (150,532 | ) | | | 88,014 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance – January 1, 2022 | | | 20,776,217 | | | | 219,579 | | | | 16,986 | | | | 4,746 | | | | (160,693 | ) | | | 80,618 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the period | | | - | | | | - | | | | - | | | | - | | | | (19,142 | ) | | | (19,142 | ) |
Cumulative translation adjustment – net of tax of $nil | | | - | | | | (17,655 | ) | | | (2,630 | ) | | | 14,992 | | | | - | | | | (5,293 | ) |
Exercise of share options | | | 40,405 | | | | 442 | | | | (179 | ) | | | - | | | | - | | | | 263 | |
Vesting of RSUs | | | 59,405 | | | | 1,032 | | | | (1,032 | ) | | | - | | | | - | | | | - | |
Share-based compensation (note 10) | | | - | | | | - | | | | 3,673 | | | | - | | | | - | | | | 3,673 | |
Balance – September 30, 2022 | | | 20,876,027 | | | | 203,398 | | | | 16,818 | | | | 19,738 | | | | (179,835 | ) | | | 60,119 | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Profound Medical Corp.
Interim Condensed Consolidated Statements of Cash Flows
In USD (000s)
(Unaudited)
| | | Nine months ended September 30, 2022 $ | | | | Nine months ended September 30, 2021 $ | |
| | | | | | | | |
Operating activities | | | | | | | | |
Net loss for the period | | | (19,142 | ) | | | (20,538 | ) |
Adjustments to reconcile net loss to net cash flows from operating activities: | | | | | | | | |
Depreciation of property and equipment (note 5) | | | 520 | | | | 371 | |
Amortization of intangible assets (note 6) | | | 654 | | | | 763 | |
Depreciation of right-of-use assets (note 7) | | | 174 | | | | 249 | |
Share-based compensation (note 10) | | | 3,673 | | | | 4,792 | |
Interest and accretion expense (note 13) | | | 46 | | | | 67 | |
Deferred revenue | | | 13 | | | | 31 | |
Change in fair value of derivative financial instruments | | | (145 | ) | | | (183 | ) |
Interest income on trade and other receivables (note 13) | | | (251 | ) | | | - | |
Changes in non-cash working capital balances | | | | | | | | |
Trade and other receivables | | | (1,235 | ) | | | (531 | ) |
Prepaid expenses and deposits | | | 654 | | | | 974 | |
Inventory | | | (1,294 | ) | | | (2,025 | ) |
Accounts payable and accrued liabilities | | | (476 | ) | | | (1,237 | ) |
Provisions | | | (25 | ) | | | 3 | |
Income taxes payable | | | - | | | | (13 | ) |
Foreign exchange on cash | | | (2,348 | ) | | | (30 | ) |
Net cash flow used in operating activities | | | (19,182 | ) | | | (17,307 | ) |
| | | | | | | | |
Investing activities | | | | | | | | |
Purchase of property and equipment | | | - | | | | (32 | ) |
Purchase of intangible assets | | | - | | | | (434 | ) |
Total cash used in investing activities | | | - | | | | (466 | ) |
| | | | | | | | |
Financing activities | | | | | | | | |
Payment of other liabilities | | | - | | | | (99 | ) |
Proceeds from share options exercised | | | 263 | | | | 582 | |
Proceeds from warrants exercised | | | - | | | | 5,839 | |
Payment of lease liabilities | | | (240 | ) | | | (286 | ) |
Total cash from financing activities | | | 23 | | | | 6,036 | |
| | | | | | | | |
Net change in cash during the period | | | (19,159 | ) | | | (11,737 | ) |
Foreign exchange on cash | | | (1,785 | ) | | | 42 | |
Cash – Beginning of period | | | 67,152 | | | | 83,913 | |
Cash – End of period | | | 46,208 | | | | 72,218 | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2022
In USD (000s)
(Unaudited)
Profound Medical Corp. (Profound) and its subsidiaries (together, the Company) were incorporated under the Ontario Business Corporations Act on July 16, 2014. The Company is a medical technology Company developing treatments to ablate the prostate gland, uterine fibroids, osteoid osteoma and nerves for palliative pain relief for patients with metastatic bone disease.
The Company’s registered address is 2400 Skymark Avenue, Unit 6, Mississauga, Ontario, L4W 5K5, Canada.
| 2 | Summary of significant accounting policies and basis of preparation |
Basis of preparation
The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS), applicable to the preparation of interim condensed consolidated financial statements, including International Accounting Standards (IAS) 34, Interim Financial Reporting. These interim condensed consolidated financial statements are presented in US dollars and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2021, which were prepared in accordance with IFRS.
The Board of Directors approved these consolidated financial statements on November 3, 2022. These consolidated financial statements comply with IFRS.
The interim condensed consolidated financial statements were prepared on a going concern basis under the historical cost convention, except for the derivative financial instrument which is measured at fair value.
COVID-19
The COVID-19 outbreak has been declared a pandemic by the World Health Organization. COVID-19 is altering business and consumer activity in affected areas and beyond. The global response to the COVID-19 pandemic has resulted in, among other things, border closures, severe travel restrictions, the temporary shut-down of non-essential services and extreme fluctuations in financial and commodity markets. Additional measures may be implemented by one or more governments in jurisdictions where the Company operates. These measures have caused material disruption to businesses globally, resulting in an economic slowdown.
To date, the economic downturn and uncertainty caused by the COVID-19 pandemic and global measures undertaken to contain its spread have affected all of the Company’s operations to some extent and, in particular, have caused volatility in demand for the TULSA-PRO® and SONALLEVE® systems and the one-time-use devices related thereto. This has resulted in a reduction in anticipated sales and led to delays in the Company’s expectations regarding the rate at which agreements for new system user sites will be entered into and when user sites will become operational for the initiation of patient treatments. Despite the COVID-19 pandemic, patient treatments are continuing and Profound continues to identify potential new system user sites.
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2022
In USD (000s)
(Unaudited)
The financial impacts from COVID-19 during the period has affected Profound’s ability to collect payments due to continuous lockdowns and hospital restrictions, which have impeded our efforts to install our systems and has delayed corresponding collections. Profound continues to work with local authorities and team members located within these countries to help expedite the process.
| 3 | Trade and other receivables |
The trade and other receivables balance comprises the following:
| | | September 30, 2022 $ | | | | December 31, 2021 $ | |
| | | | | | | | |
Trade receivables | | | 5,792 | | | | 4,592 | |
Tax receivables | | | 234 | | | | 407 | |
Other receivables | | | 1 | | | | 35 | |
Total trade and other receivables | | | 6,027 | | | | 5,034 | |
Less: Current portion | | | 3,458 | | | | 1,412 | |
Long-term portion | | | 2,569 | | | | 3,622 | |
Trade receivables past due represents amounts not collected beyond the customer’s contractual terms. The Company applies the simplified approach to provide for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables. At September 30, 2022 and December 31, 2021 there were no trade receivables that were past due.
Management continually reviews the future cash flows used in the calculation of the amortized cost of its trade and other receivables. Due to the ongoing COVID-19 pandemic and access to customer locations, certain trade and other receivables are expected to have a longer repayment term due to the payment term being based on installation of the device. The Company recognized $39 and $251 of interest income for the three and nine months ended September 30, 2022, respectively ($nil and $nil for the three and nine months ended September 30, 2021, respectively). During the nine months ended September 30, 2022, certain trade and other receivables where the amortized cost had been previously revised were collected. As a result, all remaining interest income accretion was recognized on an accelerated basis. Those trade and other receivables that are anticipated to be collected after one year are classified as non-current.
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2022
In USD (000s)
(Unaudited)
| | | September 30, 2022 $ | | | | December 31, 2021 $ | |
| | | | | | | | |
Finished goods | | | 5,212 | | | | 5,114 | |
Raw materials | | | 2,238 | | | | 2,306 | |
Inventory provision | | | (10 | ) | | | (7 | ) |
Total inventory | | | 7,440 | | | | 7,413 | |
During the three and nine months ended September 30, 2022, $669 and $1,848 (three and nine month periods ended September 30, 2021, $1,209 and $3,213, respectively) of inventory was recognized in cost of sales. The Company decreased its inventory provision by $18 and increased its inventory provision by $3 during the three and nine months ended September 30, 2022, respectively (decreased during the three and nine month periods ended September 30, 2021 - $1 and $10). There were no other inventory writedowns charged to cost of sales during the period ended September 30, 2022.
Property and equipment consists of the following:
| | | Leasehold improvements $ | | | | Equipment under lease $ | | | | Total $ | |
| | | | | | | | | | | | |
At January 1, 2022 | | | | | | | | | | | | |
Cost | | | 578 | | | | 1,077 | | | | 1,655 | |
Accumulated depreciation | | | (292 | ) | | | (575 | ) | | | (867 | ) |
Net book value | | | 286 | | | | 502 | | | | 788 | |
| | | | | | | | | | | | |
Nine months ended September 30, 2022 | | | | | | | | | | | | |
Opening net book value | | | 286 | | | | 502 | | | | 788 | |
Additions | | | - | | | | 643 | | | | 643 | |
Foreign exchange | | | (18 | ) | | | (2 | ) | | | (20 | ) |
Depreciation | | | (45 | ) | | | (475 | ) | | | (520 | ) |
Closing net book value | | | 223 | | | | 668 | | | | 891 | |
At September 30, 2022 | | | | | | | | | | | | |
Cost | | | 536 | | | | 1,669 | | | | 2,205 | |
Accumulated depreciation | | | (313 | ) | | | (1,001 | ) | | | (1,314 | ) |
Net book value | | | 223 | | | | 668 | | | | 891 | |
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2022
In USD (000s)
(Unaudited)
Intangible assets consist of the following:
| | | Exclusive licence agreement $ | | | | Software $ | | | | Proprietary technology $ | | | | Brand $ | | | | Total $ | |
| | | | | | | | | | | | | | | | | | | | |
As at January 1, 2022 | | | | | | | | | | | | | | | | | | | | |
Cost | | | 231 | | | | 978 | | | | 3,456 | | | | 681 | | | | 5,346 | |
Accumulated amortization | | | (66 | ) | | | (208 | ) | | | (3,039 | ) | | | (598 | ) | | | (3,911 | ) |
Net book value | | | 165 | | | | 770 | | | | 417 | | | | 83 | | | | 1,435 | |
| | | | | | | | | | | | | | | | | | | | |
Nine months ended September 30, 2022 | | | | | | | | | | | | | | | | | | | | |
Opening net book value | | | 165 | | | | 770 | | | | 417 | | | | 83 | | | | 1,435 | |
Foreign exchange | | | (8 | ) | | | (41 | ) | | | (8 | ) | | | (3 | ) | | | (60 | ) |
Amortization | | | (18 | ) | | | (147 | ) | | | (409 | ) | | | (80 | ) | | | (654 | ) |
Closing net book value | | | 139 | | | | 582 | | | | - | | | | - | | | | 721 | |
| | | | | | | | | | | | | | | | | | | | |
As at September 30, 2022 | | | | | | | | | | | | | | | | | | | | |
Cost | | | 231 | | | | 978 | | | | 3,456 | | | | 681 | | | | 5,346 | |
Accumulated amortization | | | (92 | ) | | | (396 | ) | | | (3,456 | ) | | | (681 | ) | | | (4,625 | ) |
Net book value | | | 139 | | | | 582 | | | | - | | | | - | | | | 721 | |
| | | Leased premises $ | |
| | | | |
As at January 1, 2022 | | | | |
Cost | | | 1,918 | |
Accumulated depreciation | | | (802 | ) |
Net book value | | | 1,116 | |
| | | | |
Nine months ended September 30, 2022 | | | | |
Opening net book value | | | 1,116 | |
Foreign exchange | | | (79 | ) |
Depreciation | | | (174 | ) |
Closing net book value | | | 863 | |
| | | | |
As at September 30, 2022 | | | | |
Cost | | | 1,675 | |
Accumulated depreciation | | | (812 | ) |
Net book value | | | 863 | |
The Company leases office premises in Mississauga, Canada and Beijing, China. These lease agreements are typically entered into for three to ten-year periods.
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2022
In USD (000s)
(Unaudited)
| | | September 30, 2022 $ | | | | December 31, 2021 $ | |
| | | | | | | | |
Balance – Beginning of period | | | 1,377 | | | | 1,676 | |
Repayments | | | (240 | ) | | | (386 | ) |
Foreign exchange | | | (83 | ) | | | 2 | |
Addition | | | - | | | | 18 | |
Interest and accretion expense | | | 46 | | | | 67 | |
Balance – End of Period | | | 1,100 | | | | 1,377 | |
Less: Current portion | | | 230 | | | | 250 | |
Long-term portion | | | 870 | | | | 1,127 | |
Common shares
The Company is authorized to issue an unlimited number of common shares.
Issued and outstanding (with no par value)
| | | September 30, 2022 $ | | | | December 31, 2021 $ | |
| | | | | | | | |
20,876,027 (December 31, 2021 – 20,776,217) common shares | | | 203,398 | | | | 219,579 | |
Warrants
A summary of warrants outstanding is shown below:
| | | Number of warrants | | | | Weighted average exercise price C$ | | | | Weighted average remaining contractual life (years) | |
| | | | | | | | | | | | |
Balance - January 1, 2022 & September 30, 2022 | | | 724,983 | | | | 13.81 | | | | 0.48 | |
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2022
In USD (000s)
(Unaudited)
Share options
Compensation expense related to share options for the three and nine months ended September 30, 2022 was $754 and $2,455, respectively (three and nine month periods ended September 30, 2021 was $1,765 and $4,397, respectively).
A summary of the share option changes during the period presented and the total number of share options outstanding as at those dates are set forth below:
| | | Number of options | | | | Weighted average exercise price C$ | |
| | | | | | | | |
Balance - January 1, 2022 | | | 2,092,596 | | | | 16.90 | |
Granted | | | 25,200 | | | | 9.20 | |
Exercised | | | (40,405 | ) | | | 8.45 | |
Forfeited/expired | | | (446,626 | ) | | | 16.18 | |
Balance - September 30, 2022 | | | 1,630,765 | | | | 16.55 | |
The Company estimated the fair value of the share options granted during the period using the Black-Scholes option pricing model with the weighted average assumptions below.
| | | August 15, 2022 | |
| | | | |
Exercise price | | | C$9.20 | |
Expected volatility | | | 68 | % |
Expected life of options (years) | | | 6 | |
Risk-free interest rate | | | 2.76 | % |
Dividend yield | | | - | |
Number of share options issued | | | 25,200 | |
The following table summarizes information about the share options outstanding as at September 30, 2022:
Exercise price C$ | | | Number of options outstanding | | | | Weighted average remaining contractual life (years) | | | | Number of options exercisable | |
| | | | | | | | | | | | |
2.01 – 4.00 | | | 1,800 | | | | 0.72 | | | | 1,800 | |
8.01 – 10.00 | | | 358,995 | | | | 4.79 | | | | 278,230 | |
10.01 – 12.00 | | | 122,262 | | | | 5.67 | | | | 106,669 | |
12.01 – 14.00 | | | 8,300 | | | | 3.87 | | | | 8,300 | |
14.01 – 16.00 | | | 148,656 | | | | 6.52 | | | | 123,986 | |
16.01 – 18.00 | | | 440,793 | | | | 7.67 | | | | 255,542 | |
20.01 – 22.00 | | | 900 | | | | 7.88 | | | | 459 | |
22.01 – 24.00 | | | 455,659 | | | | 8.53 | | | | 153,171 | |
24.01 – 26.00 | | | 83,400 | | | | 8.18 | | | | 38,177 | |
28.01 – 30.00 | | | 10,000 | | | | 8.45 | | | | 3,751 | |
| | | 1,630,765 | | | | 8.43 | | | | 970,085 | |
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2022
In USD (000s)
(Unaudited)
Long-term incentive plan
Share-based compensation expense related to long-term incentive plan (LTIP) for the three and nine months ended September 30, 2022 was $462 and $1,228 (three and nine month periods ended September 30, 2021 was $229 and $395, respectively).
The Company implemented a DSU plan for its non-employee directors in 2020. According to the plan, each director can elect to receive a portion of his or her annual retainer in DSUs that is predetermined for the year. Directors may also receive discretionary DSUs as determined by the Board of Directors.
DSUs vest only when the director ceases to hold all positions with the Company. The holder of a DSU may elect to receive the value of the DSUs on the date of vesting in either cash or shares. The cost of the DSUs is recognized in accounts payable and accrued liabilities in the Consolidated Balance Sheet and a corresponding expense is recognized over the estimated vesting period of three years.
The liability is re-measured to fair value based on the market price of the Company’s common shares at each reporting date up to and including the settlement date.
A summary of the RSUs changes during the period are set forth below:
| | | Number of RSUs | | | | Weighted average remaining contractual life (years) | |
| | | | | | | | |
Balance - January 1, 2022 | | | 232,317 | | | | 2.45 | |
Issued | | | 382,083 | | | | 2.87 | |
Vested | | | (59,405 | ) | | | - | |
Forfeited | | | (76,401 | ) | | | 0.69 | |
Balance - September 30, 2022 | | | 478,594 | | | | 2.63 | |
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2022
In USD (000s)
(Unaudited)
A summary of the DSUs changes during the period are set forth below:
| | | Number of DSUs | |
| | | | |
Balance - January 1, 2022 | | | - | |
Issued | | | 60,000 | |
Balance - September 30, 2022 | | | 60,000 | |
| | Three months ended September 30, |
| | 2022 $ | | 2021 $ |
| | | Contracts with customers | | | | Leasing | | | | Total | | | | Contracts with customers | | | | Leasing | | | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Capital equipment | | | 800 | | | | - | | | | 800 | | | | 1,457 | | | | - | | | | 1,457 | |
Recurring - non-capital | | | 1,075 | | | | 160 | | | | 1,235 | | | | 922 | | | | 158 | | | | 1,080 | |
| | | 1,875 | | | | 160 | | | | 2,035 | | | | 2,379 | | | | 158 | | | | 2,537 | |
| | Nine months ended September 30, |
| | 2022 $ | | 2021 $ |
| | | Contracts with customers | | | | Leasing | | | | Total | | | | Contracts with customers | | | | Leasing | | | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Capital equipment | | | 2,004 | | | | - | | | | 2,004 | | | | 3,150 | | | | - | | | | 3,150 | |
Recurring - non-capital | | | 2,950 | | | | 470 | | | | 3,420 | | | | 2,410 | | | | 315 | | | | 2,725 | |
| | | 4,954 | | | | 470 | | | | 5,424 | | | | 5,560 | | | | 315 | | | | 5,875 | |
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2022
In USD (000s)
(Unaudited)
| | | Three months ended September 30, 2022 $ | | | | Three months ended September 30, 2021 $ | | | | Nine months ended September 30, 2022 $ | | | | Nine months ended September 30, 2021 $ | |
| | | | | | | | | | | | | | | | |
Production and manufacturing costs | | | 539 | | | | 1,233 | | | | 1,897 | | | | 2,543 | |
Salaries and benefits | | | 4,509 | | | | 3,236 | | | | 12,157 | | | | 8,995 | |
Consulting fees | | | 872 | | | | 848 | | | | 3,091 | | | | 2,862 | |
Research and development expense, excluding salaries and benefits | | | 987 | | | | 745 | | | | 1,725 | | | | 2,114 | |
Sales and marketing expenses | | | 572 | | | | 483 | | | | 1,299 | | | | 803 | |
Amortization and depreciation | | | 379 | | | | 487 | | | | 1,348 | | | | 1,383 | |
Share-based compensation | | | 1,216 | | | | 1,994 | | | | 3,683 | | | | 4,792 | |
Rent | | | 89 | | | | 42 | | | | 337 | | | | 175 | |
Software/Hardware | | | 241 | | | | 152 | | | | 823 | | | | 427 | |
Insurance | | | 371 | | | | 447 | | | | 989 | | | | 1,088 | |
Other expenses | | | 284 | | | | 285 | | | | 731 | | | | 978 | |
Office and shop supplies | | | 210 | | | | 192 | | | | 648 | | | | 278 | |
| | | 10,269 | | | | 10,144 | | | | 28,728 | | | | 26,438 | |
| | | Three months ended September 30, 2022 $ | | | | Three months ended September 30, 2021 $ | | | | Nine months ended September 30, 2022 $ | | | | Nine months ended September 30, 2021 $ | |
| | | | | | | | | | | | | | | | |
Change in fair value of derivative financial instrument | | | (56 | ) | | | (34 | ) | | | (145 | ) | | | (183 | ) |
Lease liability interest expense (note 8) | | | 14 | | | | 22 | | | | 46 | | | | 67 | |
Interest income | | | (209 | ) | | | (22 | ) | | | (318 | ) | | | (116 | ) |
Interest income on trade and other receivables (note 3) | | | (39 | ) | | | - | | | | (251 | ) | | | - | |
Foreign exchange (gain) loss | | | (2,981 | ) | | | (1,629 | ) | | | (3,575 | ) | | | 71 | |
| | | (3,271 | ) | | | (1,663 | ) | | | (4,243 | ) | | | (161 | ) |
Foreign currency risk occurs as a result of foreign exchange rate fluctuations between the time a transaction is recorded and the time it is settled.
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2022
In USD (000s)
(Unaudited)
The Company purchases goods and services denominated in foreign currencies and, accordingly, is subject to foreign currency risk. The Company’s financial instruments denominated in foreign currencies are shown below in US dollars.
| | | | | | | | September 30, 2022 |
| | | US dollars $ | | | | Euro $ | | | | Canadian dollars $ | | | | Renminbi $ | | | | Total $ | |
| | | | | | | | | | | | | | | | | | | | |
Cash | | | 36,741 | | | | 500 | | | | 8,850 | | | | 117 | | | | 46,208 | |
Trade and other receivables | | | 1,078 | | | | 1,038 | | | | 3,911 | | | | - | | | | 6,027 | |
Accounts payable and accrued liabilities | | | (180 | ) | | | (1,079 | ) | | | (1,268 | ) | | | (10 | ) | | | (2,537 | ) |
Lease liabilities | | | - | | | | - | | | | (1,100 | ) | | | - | | | | (1,100 | ) |
As at September 30, 2022, if foreign exchange rates had been 5% higher, with all other variables held constant, comprehensive loss would have been $548 higher, mainly as a result of the translation of foreign currency denominated cash, trade and other receivables, accounts payable and accrued liabilities, other liabilities and lease liabilities. The Company does not use derivatives to reduce exposure to foreign currency risk.
The following table shows the calculation of basic and diluted loss per share:
| | | Three months ended September 30, 2022 | | | | Three months ended September 30, 2021 | | | | Nine months ended September 30, 2022 | | | | Nine months ended September 30, 2021 | |
| | | | | | | | | | | | | | | | |
Net loss for the period | | $ | 4,997 | | | $ | 5,996 | | | $ | 19,142 | | | $ | 20,538 | |
Weighted average number of common shares | | | 20,856,063 | | | | 20,406,538 | | | | 20,814,205 | | | | 20,360,518 | |
Basic and diluted loss per share | | $ | 0.24 | | | $ | 0.29 | | | $ | 0.92 | | | $ | 1.01 | |
Of the 1,630,765 (September 30, 2021 – 1,970,075) share options, 478,594 (September 30, 2021 – 208,983) RSUs, 60,000 (September 30, 2021 – Nil) DSUs and 724,983 (September 30, 2021 – 724,983) warrants not included in the calculation of diluted loss per share for the period ended September 30, 2022, 1,695,068 (September 30, 2021 – 1,413,582) were exercisable.
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2022
In USD (000s)
(Unaudited)
| 15 | Related party transactions |
Key management includes the Company’s directors and senior management team. The remuneration of directors and the senior management team was as follows:
| | | Three months ended September 30, 2022 $ | | | | Three months ended September 30, 2021 $ | | | | Nine months ended September 30, 2022 $ | | | | Nine months ended September 30, 2021 $ | |
| | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 704 | | | | 299 | | | | 1,714 | | | | 1,435 | |
Directors’ fees | | | 81 | | | | 63 | | | | 215 | | | | 171 | |
Share-based compensation | | | 735 | | | | 586 | | | | 1,614 | | | | 2,020 | |
| | | 1,520 | | | | 948 | | | | 3,543 | | | | 3,626 | |
Executive employment agreements allow for additional payments in the event of a liquidity event, or if the executive is terminated without cause.
The Company’s operations are categorized into one industry segment, which is medical technology focused on magnetic resonance guided ablation procedures for the treatments to ablate the prostate gland, uterine fibroids, osteoid osteoma and nerves for palliative pain relief for patients with metastatic bone disease. The Company is managed geographically in Canada, Germany, USA, China and Finland.
For the three months ended September 30, 2022:
| | | Canada $ | | | | USA $ | | | | Germany $ | | | | Total $ | |
| | | | | | | | | | | | | | | | |
Revenue | | | | | | | | | | | | | | | | |
Capital equipment | | | - | | | | - | | | | 800 | | | | 800 | |
Recurring - non-capital | | | 138 | | | | 789 | | | | 308 | | | | 1,235 | |
| | | 138 | | | | 789 | | | | 1,108 | | | | 2,035 | |
For the nine months ended September 30, 2022:
| | | Canada $ | | | | USA $ | | | | Germany $ | | | | Total $ | |
| | | | | | | | | | | | | | | | |
Revenue | | | | | | | | | | | | | | | | |
Capital equipment | | | 986 | | | | 218 | | | | 800 | | | | 2,004 | |
Recurring - non-capital | | | 424 | | | | 2,229 | | | | 767 | | | | 3,420 | |
| | | 1,410 | | | | 2,447 | | | | 1,567 | | | | 5,424 | |
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2022
In USD (000s)
(Unaudited)
For the three months ended September 30, 2021:
| | | Canada $ | | | | USA $ | | | | Germany $ | | | | Total $ | |
| | | | | | | | | | | | | | | | |
Revenue | | | | | | | | | | | | | | | | |
Capital equipment | | | 469 | | | | - | | | | 988 | | | | 1,457 | |
Recurring - non-capital | | | 42 | | | | 570 | | | | 468 | | | | 1,080 | |
| | | 511 | | | | 570 | | | | 1,456 | | | | 2,537 | |
For the nine months ended September 30, 2021:
| | | Canada $ | | | | USA $ | | | | Germany $ | | | | Total $ | |
| | | | | | | | | | | | | | | | |
Revenue | | | | | | | | | | | | | | | | |
Capital equipment | | | 1,724 | | | | - | | | | 1,426 | | | | 3,150 | |
Recurring - non-capital | | | 247 | | | | 1,398 | | | | 1,080 | | | | 2,725 | |
| | | 1,971 | | | | 1,398 | | | | 2,506 | | | | 5,875 | |
Other financial information by segment as at September 30, 2022:
| | | Canada $ | | | | USA $ | | | | Germany $ | | | | China $ | | | | Finland $ | | | | Total $ | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 58,109 | | | | 3,190 | | | | 1,387 | | | | 132 | | | | 2,266 | | | | 64,084 | |
Goodwill and intangible assets | | | 3,208 | | | | - | | | | - | | | | - | | | | - | | | | 3,208 | |
Property and equipment | | | 223 | | | | 668 | | | | - | | | | - | | | | - | | | | 891 | |
Right-of-use assets | | | 863 | | | | - | | | | - | | | | - | | | | - | | | | 863 | |
Amortization of intangible assets | | | 654 | | | | - | | | | - | | | | - | | | | - | | | | 654 | |
Depreciation of property and equipment | | | 248 | | | | 272 | | | | - | | | | - | | | | - | | | | 520 | |
Depreciation of right-of-use assets | | | 165 | | | | - | | | | - | | | | 9 | | | | - | | | | 174 | |
Other financial information by segment as at December 31, 2021:
| | | Canada $ | | | | USA $ | | | | Germany $ | | | | China $ | | | | Finland $ | | | | Total $ | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 81,529 | | | | 2,068 | | | | 1,445 | | | | 81 | | | | 1,652 | | | | 86,775 | |
Goodwill and intangible assets | | | 4,124 | | | | - | | | | - | | | | - | | | | - | | | | 4,124 | |
Property and equipment | | | 490 | | | | 298 | | | | - | | | | - | | | | - | | | | 788 | |
Right-of-use assets | | | 1,106 | | | | - | | | | - | | | | 10 | | | | - | | | | 1,116 | |
Amortization of intangible assets | | | 1,029 | | | | - | | | | - | | | | - | | | | - | | | | 1,029 | |
Depreciation of property and equipment | | | 408 | | | | 110 | | | | - | | | | - | | | | - | | | | 518 | |
Depreciation of right-of-use assets | | | 234 | | | | - | | | | - | | | | 8 | | | | 90 | | | | 332 | |
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2022
In USD (000s)
(Unaudited)
Subsequent to period end, the Company entered into a term loan agreement with CIBC Innovation Banking (CIBC) to provide a secured loan for total initial gross proceeds of $10,000 CAD maturing 5 years from the closing date with an interest rate based on prime plus 2.0% on closing. The Company is required to make interest only payments for 12 months after the closing date, followed by 48 equal monthly principal payments, plus accrued interest. All obligations of the Company under the term loan agreement are guaranteed by current and future subsidiaries of the Company and include security of first priority interests in the assets of the Company and its subsidiaries.
(13)