Exhibit 99.2
![](https://capedge.com/proxy/6-K/0001171843-24-004612/exh992logo.jpg)
PROFOUND MEDICAL CORP.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024
PRESENTED IN US DOLLARS (000s)
Profound Medical Corp.
Interim Condensed Consolidated Balance Sheets
In USD (000s)
(Unaudited)
| | June 30, 2024 $ | | | December 31, 2023 $ | |
| | | | | | |
Assets | | | | | | | | |
| | | | | | | | |
Current assets | | | | | | | | |
Cash | | | 34,079 | | | | 26,213 | |
Trade and other receivables (note 3) | | | 7,162 | | | | 7,288 | |
Inventory (note 4) | | | 6,732 | | | | 6,989 | |
Prepaid expenses and deposits | | | 517 | | | | 1,406 | |
Total current assets | | | 48,490 | | | | 41,896 | |
| | | | | | | | |
Property and equipment (note 5) | | | 680 | | | | 909 | |
Intangible assets (note 6) | | | 374 | | | | 490 | |
Right-of-use assets (note 7) | | | 488 | | | | 616 | |
| | | | | | | | |
Total assets | | | 50,032 | | | | 43,911 | |
| | | | | | | | |
Liabilities | | | | | | | | |
| | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable and accrued liabilities | | | 2,671 | | | | 3,282 | |
Deferred revenue | | | 676 | | | | 721 | |
Long-term debt (note 8) | | | 2,024 | | | | 2,104 | |
Lease liability (note 9) | | | 258 | | | | 259 | |
Total current liabilities | | | 5,629 | | | | 6,366 | |
| | | | | | | | |
Deferred tax liability | | | 59 | | | | 59 | |
Long-term debt (note 8) | | | 3,943 | | | | 5,000 | |
Deferred revenue | | | 735 | | | | 728 | |
Lease liability (note 9) | | | 427 | | | | 578 | |
| | | | | | | | |
Total liabilities | | | 10,793 | | | | 12,731 | |
| | | | | | | | |
Shareholders’ Equity | | | | | | | | |
| | | | | | | | |
Share capital (note 10) | | | 230,842 | | | | 217,393 | |
Contributed surplus | | | 20,138 | | | | 19,687 | |
Accumulated other comprehensive income | | | 19,308 | | | | 12,031 | |
Deficit | | | (231,049 | ) | | | (217,931 | ) |
| | | | | | | | |
Total Shareholders’ Equity | | | 39,239 | | | | 31,180 | |
| | | | | | | | |
Total Liabilities and Shareholders’ Equity | | | 50,032 | | | | 43,911 | |
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
In USD (000s)
(Unaudited)
| | Three months ended June 30, 2024 $ | | | Three months ended June 30, 2023 $ | | | Six months ended June 30, 2024 $ | | | Six months ended June 30, 2023 $ | |
| | | | | | | | | | | | |
Revenue (note 12) | | | | | | | | | | | | | | | | |
Recurring - non-capital | | | 1,460 | | | | 1,602 | | | | 2,942 | | | | 3,069 | |
Capital equipment | | | 773 | | | | - | | | | 1,201 | | | | 393 | |
| | | 2,233 | | | | 1,602 | | | | 4,143 | | | | 3,462 | |
Cost of sales (note 13) | | | 795 | | | | 552 | | | | 1,436 | | | | 1,199 | |
Gross profit | | | 1,438 | | | | 1,050 | | | | 2,707 | | | | 2,263 | |
| | | | | | | | | | | | | | | | |
Operating expenses (note 13) | | | | | | | | | | | | | | | | |
Research and development | | | 4,193 | | | | 3,155 | | | | 8,126 | | | | 6,995 | |
General and administrative | | | 2,109 | | | | 2,080 | | | | 4,496 | | | | 4,186 | |
Selling and distribution | | | 2,969 | | | | 2,251 | | | | 5,400 | | | | 4,356 | |
Total operating expenses | | | 9,271 | | | | 7,486 | | | | 18,022 | | | | 15,537 | |
| | | | | | | | | | | | | | | | |
Operating loss | | | 7,833 | | | | 6,436 | | | | 15,315 | | | | 13,274 | |
| | | | | | | | | | | | | | | | |
Net finance expense/(income) (note 14) | | | (934 | ) | | | 884 | | | | (2,256 | ) | | | 739 | |
| | | | | | | | | | | | | | | | |
Loss before income taxes | | | 6,899 | | | | 7,320 | | | | 13,059 | | | | 14,013 | |
| | | | | | | | | | | | | | | | |
Income taxes expense | | | 20 | | | | 35 | | | | 59 | | | | 83 | |
| | | | | | | | | | | | | | | | |
Net loss attributed to shareholders for the period | | | 6,919 | | | | 7,355 | | | | 13,118 | | | | 14,096 | |
| | | | | | | | | | | | | | | | |
Other comprehensive (income)/loss | | | | | | | | | | | | | | | | |
Item that may be reclassified to loss | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment- net of tax | | | (2,068 | ) | | | 4,117 | | | | (7,277 | ) | | | 4,164 | |
Net loss and comprehensive loss for the period | | | 4,851 | | | | 11,472 | | | | 5,841 | | | | 18,260 | |
| | | | | | | | | | | | | | | | |
Loss per share (note 15) | | | | | | | | | | | | | | | | |
Basic and diluted loss per common share | | | 0.28 | | | | 0.35 | | | | 0.54 | | | | 0.67 | |
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, 2023 | | | 20,879,497 | | | | 205,825 | | | | 18,704 | | | | 16,837 | | | | (189,362 | ) | | | 52,004 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the period | | | - | | | | - | | | | - | | | | - | | | | (14,096 | ) | | | (14,096 | ) |
Cumulative translation adjustment – net of tax of $nil | | | - | | | | 4,849 | | | | 273 | | | | (4,164 | ) | | | - | | | | 958 | |
Exercise of share options | | | 32,851 | | | | 392 | | | | (153 | ) | | | - | | | | - | | | | 239 | |
Exercise of warrants | | | 285,138 | | | | 4,223 | | | | (986 | ) | | | - | | | | - | | | | 3,237 | |
Vesting of RSUs | | | 53,109 | | | | 668 | | | | (668 | ) | | | - | | | | - | | | | - | |
Vesting of DSUs | | | 10,000 | | | | 135 | | | | (135 | ) | | | - | | | | - | | | | - | |
Change in terms of DSUs | | | - | | | | - | | | | 241 | | | | - | | | | - | | | | 241 | |
Share-based compensation (note 11) | | | - | | | | - | | | | 1,783 | | | | - | | | | - | | | | 1,783 | |
Balance – June 30, 2023 | | | 21,260,595 | | | | 216,092 | | | | 19,059 | | | | 12,673 | | | | (203,458 | ) | | | 44,366 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance – January 1, 2024 | | | 21,370,565 | | | | 217,393 | | | | 19,687 | | | | 12,031 | | | | (217,931 | ) | | | 31,180 | |
Net loss for the period | | | - | | | | - | | | | - | | | | - | | | | (13,118 | ) | | | (13,118 | ) |
Cumulative translation adjustment – net of tax of $nil | | | - | | | | (8,044 | ) | | | (670 | ) | | | 7,277 | | | | - | | | | (1,437 | ) |
Shares issued in public offering and private placement (note 10) | | | 3,058,334 | | | | 21,079 | | | | - | | | | - | | | | - | | | | 21,079 | |
Exercise of share options | | | 101 | | | | 1 | | | | (1 | ) | | | - | | | | - | | | | - | |
Vesting of RSUs | | | 52,835 | | | | 413 | | | | (413 | ) | | | - | | | | - | | | | - | |
Share-based compensation (note 11) | | | - | | | | - | | | | 1,535 | | | | - | | | | - | | | | 1,535 | |
Balance – June 30, 2024 | | | 24,481,835 | | | | 230,842 | | | | 20,138 | | | | 19,308 | | | | (231,049 | ) | | | 39,239 | |
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)
| | Six months ended June 30, 2024 $ | | | Six months ended June 30, 2023 $ | |
| | | | | | |
Operating activities | | | | | | | | |
Net loss for the period | | | (13,118 | ) | | | (14,096 | ) |
Adjustments to reconcile net loss to net cash flows from operating activities: | | | | | | | | |
Depreciation of property and equipment (note 5) | | | 383 | | | | 351 | |
Amortization of intangible assets (note 6) | | | 101 | | | | 101 | |
Depreciation of right-of-use assets (note 7) | | | 108 | | | | 108 | |
Share-based compensation (note 11) | | | 1,535 | | | | 1,783 | |
Interest and accretion expense (note 14) | | | 339 | | | | 384 | |
Deferred revenue | | | 18 | | | | 142 | |
Change in fair value of derivative financial instrument (note 14) | | | - | | | | 232 | |
Net change in amortized cost of trade and other receivables (note 3) | | | (168 | ) | | | (79 | ) |
Changes in non-cash working capital balances | | | | | | | | |
Trade and other receivables | | | 13 | | | | (27 | ) |
Prepaid expenses and deposits | | | 859 | | | | 465 | |
Inventory | | | (168 | ) | | | (191 | ) |
Accounts payable and accrued liabilities | | | (508 | ) | | | 334 | |
Income taxes payable | | | 2 | | | | 16 | |
Foreign exchange on cash | | | (844 | ) | | | (465 | ) |
Net cash flow used in operating activities | | | (11,448 | ) | | | (10,942 | ) |
| | | | | | | | |
Financing activities | | | | | | | | |
Issuance of common shares (note 10) | | | 22,938 | | | | - | |
Transactions costs paid (note 10) | | | (1,859 | ) | | | - | |
Payment of long-term debt (note 8) | | | (1,227 | ) | | | (372 | ) |
Proceeds from share options exercised | | | 1 | | | | 239 | |
Proceeds from warrants exercised | | | - | | | | 2,423 | |
Payment of lease liability (note 9) | | | (145 | ) | | | (146 | ) |
Total cash flow from financing activities | | | 19,708 | | | | 2,144 | |
| | | | | | | | |
Net change in cash during the period | | | 8,260 | | | | (8,798 | ) |
Foreign exchange on cash | | | (394 | ) | | | 1,556 | |
Cash – Beginning of period | | | 26,213 | | | | 46,517 | |
Cash – End of period | | | 34,079 | | | | 39,275 | |
| | | | | | | | |
Supplemental cash flow information: | | | | | | | | |
Interest paid, included in financing activities | | | 307 | | | | 320 | |
Income taxes paid, included in operating activities | | | 174 | | | | 22 | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
June 30, 2024
In USD (000s)
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, Canada, L4W 5K5.
| 2 | Summary of material 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 Accounting Standards), 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, 2023, which were prepared in accordance with IFRS Accounting Standards.
These interim condensed consolidated financial statements are prepared in accordance with the accounting policies as set out in the Company’s annual consolidated financial statements for the year ended December 31, 2023. The presentation of these interim condensed consolidated financial statements is consistent with the presentation of the annual consolidated financial statements. The Board of Directors approved these consolidated financial statements on August 8, 2024. These consolidated financial statements comply with IFRS Accounting Standards.
The interim condensed consolidated financial statements were prepared on a going concern basis under the historical cost convention. The fair values of cash, trade and other receivables, accounts payable and accrued liabilities and lease liability approximate their carrying values, due to their relatively short periods to maturity. The fair value of the long-term debt approximates its carrying amount as it has a floating interest rate.
Accounting standards adopted during the year
Beginning on January 1, 2024, the Company adopted certain IFRS Accounting Standards and amendments:
| · | Classification of liabilities as current or non-current (Amendments to IAS1) |
| · | Non-current liabilities with covenants (Amendments to IAS1). |
The adoption of these amendments did not have a material impact on the interim condensed consolidated financial statements.
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
June 30, 2024
In USD (000s)
Accounting pronouncements issued but not yet effective
The IASB has issued classification, measurement and disclosure amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures with an effective date for annual reporting periods beginning on or after January 1, 2026. The amendments clarify the date of recognition and derecognition of some financial assets and liabilities and introduce a new exception for some financial liabilities settled through an electronic payment system. Other changes include a clarification of the requirements when assessing whether a financial asset meets the solely payments of principal and interest criteria and new disclosures for certain instruments with contractual terms that can change cash flows (including instruments where cash flows changes are linked to environment, social or governance targets).
IFRS 18, Presentation and Disclosure in Financial Statements (IFRS 18) is a new standard that will provide new presentation and disclosure requirements and which will replace IAS 1, Presentation of Financial Statements (IAS 1). IFRS 18 introduces changes to the structure of the income statement; provides required disclosures in financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements; and provides enhanced principles on aggregation and disaggregation in financial statements. Many other existing principles in IAS 1 have been maintained. IFRS 18 is effective for years beginning on or after January 1, 2027.
The adoption of these pronouncements are currently being assessed.
| 3 | Trade and other receivables |
The trade and other receivables balance comprises the following:
| | June 30, 2024 $ | | | December 31, 2023 $ | |
| | | | | | |
Trade receivables, gross | | | 6,961 | | | | 7,145 | |
Loss allowance | | | (75 | ) | | | (76 | ) |
Less amortized cost adjustment | | | (138 | ) | | | (315 | ) |
Trade receivables, net | | | 6,748 | | | | 6,754 | |
Tax receivables | | | 210 | | | | 414 | |
Other receivables | | | 204 | | | | 120 | |
Total trade and other receivables | | | 7,162 | | | | 7,288 | |
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. Trade receivables past due represents amounts not collected beyond the customer’s contractual terms. At June 30, 2024 there were $746 of trade receivables that were past due (December 31, 2023 - $648).
Management continually reviews the future cash flows used in the calculation of the amortized cost of its trade and other receivables. Due to access to customer locations, certain gross trade receivables totalling $3,425 are expected to have a longer repayment term due to the payment term being based on installation of the device. The Company recognized $99 and $168 of interest income for the three and six months ended June 30, 2024, respectively, $40 and $79 of interest income for the three and six months ended June 30, 2023).
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
June 30, 2024
In USD (000s)
| | June 30, 2024 $ | | | December 31, 2023 $ | |
| | | | | | |
Finished goods | | | 4,398 | | | | 4,646 | |
Raw materials | | | 2,356 | | | | 2,351 | |
Inventory provision | | | (22 | ) | | | (8 | ) |
Total inventory | | | 6,732 | | | | 6,989 | |
During the three and six months ended June 30, 2024, $751 and $1,274, respectively (three and six months ended June 30, 2023, $507 and $983) of inventory was recognized in cost of sales. The Company increased its inventory provision by $7 and $14 during the three and six months ended June 30, 2024 (decreased its inventory provision by $4 during the three months ended June 30, 2023 and increased its inventory provision by $2 during the six months ended June 30, 2023). There were no other inventory write-downs charged to cost of sales during the period ended June 30, 2024.
| | Leasehold improvements $ | | | Equipment under lease $ | | | Total $ | |
| | | | | | | | | |
At January 1, 2024 | | | | | | | | | | | | |
Cost | | | 542 | | | | 2,583 | | | | 3,125 | |
Accumulated depreciation | | | (384 | ) | | | (1,832 | ) | | | (2,216 | ) |
Net book value | | | 158 | | | | 751 | | | | 909 | |
| | | | | | | | | | | | |
Six months ended June 30, 2024 | | | | | | | | | | | | |
Opening net book value | | | 158 | | | | 751 | | | | 909 | |
Additions | | | - | | | | 159 | | | | 159 | |
Foreign exchange | | | 1 | | | | (6 | ) | | | (5 | ) |
Depreciation | | | (28 | ) | | | (355 | ) | | | (383 | ) |
Closing net book value | | | 131 | | | | 549 | | | | 680 | |
| | | | | | | | | | | | |
At June 30, 2024 | | | | | | | | | | | | |
Cost | | | 542 | | | | 2,742 | | | | 3,284 | |
Accumulated depreciation | | | (411 | ) | | | (2,193 | ) | | | (2,604 | ) |
Net book value | | | 131 | | | | 549 | | | | 680 | |
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
June 30, 2024
In USD (000s)
| | Exclusive licence agreement $ | | | Software $ | | | Proprietary technology $ | | | Brand $ | | | Total $ | |
| | | | | | | | | | | | | | | |
As at January 1, 2024 | | | | | | | | | | | | | | | | | | | | |
Cost | | | 231 | | | | 978 | | | | 3,456 | | | | 681 | | | | 5,346 | |
Accumulated amortization | | | (114 | ) | | | (605 | ) | | | (3,456 | ) | | | (681 | ) | | | (4,856 | ) |
Net book value | | | 117 | | | | 373 | | | | - | | | | - | | | | 490 | |
| | | | | | | | | | | | | | | | | | | | |
Six months ended June 30, 2024 | | | | | | | | | | | | | | | | | | | | |
Opening net book value | | | 117 | | | | 373 | | | | - | | | | - | | | | 490 | |
Foreign exchange | | | (3 | ) | | | (12 | ) | | | - | | | | - | | | | (15 | ) |
Amortization | | | (10 | ) | | | (91 | ) | | | - | | | | - | | | | (101 | ) |
Closing net book value | | | 104 | | | | 270 | | | | - | | | | - | | | | 374 | |
| | | | | | | | | | | | | | | | | | | | |
As at June 30, 2024 | | | | | | | | | | | | | | | | | | | | |
Cost | | | 231 | | | | 978 | | | | 3,456 | | | | 681 | | | | 5,346 | |
Accumulated amortization | | | (127 | ) | | | (708 | ) | | | (3,456 | ) | | | (681 | ) | | | (4,972 | ) |
Net book value | | | 104 | | | | 270 | | | | - | | | | - | | | | 374 | |
| | Leased premises $ | |
| | | |
As at January 1, 2024 | | | | |
Cost | | | 1,679 | |
Accumulated depreciation | | | (1,063 | ) |
Net book value | | | 616 | |
| | | | |
Six months ended June 30, 2024 | | | | |
Opening net book value | | | 616 | |
Foreign exchange | | | (20 | ) |
Depreciation | | | (108 | ) |
Closing net book value | | | 488 | |
| | | | |
As at June 30, 2024 | | | | |
Cost | | | 1,679 | |
Accumulated depreciation | | | (1,191 | ) |
Net book value | | | 488 | |
The Company leases office premises in Mississauga, Canada. The lease agreement ends on September 30, 2026 with the rights to extend for another 5 years, which is not reasonably certain.
On November 3, 2022, the Company signed a term loan agreement with CIBC Innovation Banking (CIBC) to provide a secured loan for total gross proceeds of C$10,000 maturing on November 3, 2027 with an interest rate based on prime plus 2% (CIBC Loan). The Company was required to make interest only payments until October 31, 2023 and monthly repayments of C$208 plus accrued interest commenced on October 31, 2023. All obligations of the Company under the CIBC Loan 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. Initially, the Company had financial covenants in relation to the CIBC loan where unrestricted cash is at all times greater than EBITDA for the most recent six-month period, reported on a monthly basis and that revenue for any fiscal quarter must be 15% greater than revenue for the same fiscal quarter in the prior fiscal year, reported on a quarterly basis.
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
June 30, 2024
In USD (000s)
On September 26, 2023 an amendment to the CIBC Loan resulted in a change to the financial covenants. The amended covenants are that unrestricted cash must at all times be greater of: (i) to the extent EBITDA is negative for such period, EBITDA for the most recent nine-month period or (ii) $7,500, reported on a monthly basis; and that recurring revenue for any fiscal quarter must be 15% greater than recurring revenue for the same fiscal quarter in the prior fiscal year, reported on a quarterly basis. On March 31, 2024, the Company was in breach of the second covenant whereby revenue for any fiscal quarter must be 15% greater than revenue for the same fiscal quarter in the prior fiscal year. The Company received a waiver from CIBC in relation to this covenant breach.
On May 3, 2024, a second amendment to the CIBC Loan resulted in another change to the financial covenants. The amended covenants are that the recurring revenue covenant shall not be tested for any fiscal quarter in the 2024 fiscal year so long as unrestricted cash is no less than 2.5 multiplied by the principal amount of outstanding CIBC Loan at all times. The Company is in compliance with these financial covenants as at June 30, 2024.
| | June 30, 2024 $ | | | December 31, 2023 $ | |
| | | | | | |
Balance - Beginning of period | | | 7,104 | | | | 7,174 | |
Interest and accretion expense | | | 323 | | | | 727 | |
Foreign exchange | | | (233 | ) | | | 115 | |
Repayment | | | (1,227 | ) | | | (912 | ) |
Balance - End of period | | | 5,967 | | | | 7,104 | |
Less: Current portion | | | 2,024 | | | | 2,104 | |
Long-term portion | | | 3,943 | | | | 5,000 | |
| | June 30, 2024 $ | | | December 31, 2023 $ | |
| | | | | | |
Balance – Beginning of Period | | | 837 | | | | 1,056 | |
Repayments | | | (145 | ) | | | (292 | ) |
Foreign exchange | | | (23 | ) | | | 30 | |
Interest and accretion expense | | | 16 | | | | 43 | |
Balance – End of Period | | | 685 | | | | 837 | |
Less: Current portion | | | 258 | | | | 259 | |
Long-term portion | | | 427 | | | | 578 | |
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
June 30, 2024
In USD (000s)
Common shares
The Company is authorized to issue an unlimited number of common shares.
Issued and outstanding (with no par value)
| | June 30, 2024 $ | | | December 31, 2023 $ | |
| | | | | | | | |
24,481,835 (December 31, 2023 – 21,370,565) common shares | | | 230,842 | | | | 217,393 | |
On January 2, 2024, the Company closed a public offering, resulting in the issuance of 2,666,667 common shares at a price of $7.50, for gross proceeds of $20,000 ($18,238, net of transaction costs). On January 16, 2024, the Company closed a non-brokered private placement, resulting in the issuance of 391,667 common shares at a price of $7.50, for gross proceeds of $2,938 ($2,841, net of transaction costs).
Share options
Compensation expense related to share options for the three and six months ended June 30, 2024 was $129 and $298, respectively (three and six months ended June 30, 2023 was $293 and $708). A summary of the share option changes during the period presented and the total number of share options outstanding as at those dates are set forth below:
| | Number of options | | | Weighted average exercise price C$ | |
| | | | | | |
Balance - January 1, 2024 | | | 1,474,809 | | | | 16.19 | |
Granted | | | 28,700 | | | | 11.24 | |
Exercised | | | (101 | ) | | | 8.57 | |
Forfeited/expired | | | (22,000 | ) | | | 17.74 | |
Balance - June 30, 2024 | | | 1,481,408 | | | | 16.07 | |
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:
| | March 18, 2024 | |
| | | |
Exercise price | | | C$11.24 | |
Expected volatility | | | 70 | % |
Expected life of options | | | 6 years | |
Risk-free interest rate | | | 3.54 | % |
Dividend yield | | | - | |
Number of share options issued | | | 28,700 | |
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
June 30, 2024
In USD (000s)
The following table summarizes information about the share options outstanding as at June 30, 2024:
Exercise price C$ | | Number of options outstanding | | | Weighted average remaining contractual life (years) | | | Number of options exercisable | |
| | | | | | | | | |
8.01 – 10.00 | | | 316,508 | | | | 4.80 | | | | 313,998 | |
10.01 – 12.00 | | | 138,234 | | | | 4.97 | | | | 109,534 | |
12.01 – 14.00 | | | 34,150 | | | | 7.34 | | | | 12,511 | |
14.01 – 16.00 | | | 140,956 | | | | 2.88 | | | | 135,648 | |
16.01 – 18.00 | | | 418,989 | | | | 5.90 | | | | 418,989 | |
18.01 – 20.00 | | | 11,450 | | | | 8.96 | | | | 2,862 | |
20.01 – 22.00 | | | 300 | | | | 6.13 | | | | 287 | |
22.01 – 24.00 | | | 409,321 | | | | 6.88 | | | | 316,487 | |
24.01 – 26.00 | | | 1,500 | | | | 6.38 | | | | 1,337 | |
28.01 – 30.00 | | | 10,000 | | | | 6.70 | | | | 8,130 | |
| | | 1,481,408 | | | | 5.36 | | | | 1,319,783 | |
Long-term incentive plan
Share-based compensation expense related to long-term incentive plan (LTIP) for the three and six months ended June 30, 2024 was $639 and $1,237, respectively (three and six months ended June 30, 2023 was $549 and $1,075, respectively).
A summary of the RSU changes during the year are set forth below:
| | Number of RSUs | | | Weighted average remaining contractual life (years) | |
| | | | | | |
Balance - January 1, 2024 | | | 493,396 | | | | 1.99 | |
Granted | | | 30,000 | | | | 2.92 | |
Vested | | | (52,835 | ) | | | - | |
Forfeited | | | (11,666 | ) | | | - | |
Balance - June 30, 2024 | | | 458,895 | | | | 1.75 | |
A summary of the DSU changes during the period are set forth below:
| | Number of DSUs | |
| | | | |
Balance - January 1, 2024 & June 30, 2024 | | | 75,000 | |
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
June 30, 2024
In USD (000s)
| | Three Months ended June 30, | |
| | 2024 $ | | | 2023 $ | |
| | Contracts with customers | | | Leasing | | | Total | | | Contracts with customers | | | Leasing | | | Total | |
| | | | | | | | | | | | | | | | | | |
Recurring - non-capital | | | 1,180 | | | | 280 | | | | 1,460 | | | | 1,302 | | | | 300 | | | | 1,602 | |
Capital equipment | | | 773 | | | | - | | | | 773 | | | | - | | | | - | | | | - | |
| | | 1,953 | | | | 280 | | | | 2,233 | | | | 1,302 | | | | 300 | | | | 1,602 | |
| | Six months ended June 30, | |
| | 2024 $ | | | 2023 $ | |
| | Contracts with customers | | | Leasing | | | Total | | | Contracts with customers | | | Leasing | | | Total | |
| | | | | | | | | | | | | | | | | | |
Recurring - non-capital | | | 2,442 | | | | 500 | | | | 2,942 | | | | 2,559 | | | | 510 | | | | 3,069 | |
Capital equipment | | | 1,201 | | | | - | | | | 1,201 | | | | 393 | | | | - | | | | 393 | |
| | | 3,643 | | | | 500 | | | | 4,143 | | | | 2,952 | | | | 510 | | | | 3,462 | |
| | Three months ended June 30, 2024 $ | | | Three months ended June 30, 2023 $ | | | Six months ended June 30, 2024 $ | | | Six months ended June 30, 2023 $ | |
| | | | | | | | | | | | |
Production and manufacturing costs | | | 323 | | | | 92 | | | | 432 | | | | 308 | |
Salaries and benefits | | | 4,380 | | | | 3,107 | | | | 8,372 | | | | 6,864 | |
Consulting fees | | | 1,539 | | | | 1,537 | | | | 3,144 | | | | 2,555 | |
Research and development expense | | | 978 | | | | 574 | | | | 1,734 | | | | 1,390 | |
Sales and marketing expenses | | | 883 | | | | 619 | | | | 1,592 | | | | 1,102 | |
Amortization and depreciation | | | 287 | | | | 277 | | | | 592 | | | | 560 | |
Share-based compensation | | | 768 | | | | 842 | | | | 1,535 | | | | 1,783 | |
Rent | | | 108 | | | | 219 | | | | 202 | | | | 500 | |
Software/Hardware | | | 132 | | | | 88 | | | | 344 | | | | 248 | |
Insurance | | | 325 | | | | 359 | | | | 656 | | | | 719 | |
Office and shop supplies | | | 25 | | | | 55 | | | | 60 | | | | 188 | |
Other expenses | | | 317 | | | | 269 | | | | 796 | | | | 519 | |
Expected credit loss (note 3) | | | 1 | | | | - | | | | (1 | ) | | | - | |
| | | 10,066 | | | | 8,038 | | | | 19,458 | | | | 16,736 | |
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
June 30, 2024
In USD (000s)
| 14 | Net finance expense/(income) |
| | Three months ended June 30, 2024 $ | | | Three months ended June 30, 2023 $ | | | Six months ended June 30, 2024 $ | | | Six months ended June 30, 2023 $ | |
| | | | | | | | | | | | |
Change in fair value of derivative financial instrument | | | - | | | | 353 | | | | - | | | | 232 | |
Lease liability interest expense (note 9) | | | 8 | | | | 11 | | | | 16 | | | | 23 | |
Other interest income on cash and cash equivalents | | | (476 | ) | | | (455 | ) | | | (1,038 | ) | | | (752 | ) |
Interest income on trade and other receivables (note 3) | | | (99 | ) | | | (40 | ) | | | (168 | ) | | | (79 | ) |
CIBC loan Interest expense (note 8) | | | 154 | | | | 181 | | | | 323 | | | | 361 | |
Net foreign exchange (gain)/loss | | | (521 | ) | | | 834 | | | | (1,389 | ) | | | 954 | |
| | | (934 | ) | | | 884 | | | | (2,256 | ) | | | 739 | |
Credit risk
Credit risk is the risk of a financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligation. The Company is exposed to credit risk on its cash and trade and other receivable balances. The Company’s cash management policies include ensuring cash is deposited in Canadian chartered banks.
The Company applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics and the days past due.
At June 30, 2024, the expected loss rates are based on comparable company payment profiles of sales over a period of 36 months before June 30, 2024 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current information on macroeconomic factors affecting the ability of the customers to settle the receivables.
The loss allowance as at June 30, 2024 for trade receivables is as follows:
| | | | | | | | | | | | | | | | | 2024 | |
| | Current | | | 0–30 days | | | 31-60 days | | | 61-90 days | | | 90+ days | | | Total | |
| | | | | | | | | | | | | | | | | | |
Expected loss rate | | | 0.84 | % | | | 1.42 | % | | | 1.35 | % | | | 2.46 | % | | | 3.62 | % | | | | |
Gross carrying amount | | | 6,214 | | | | 132 | | | | 42 | | | | - | | | | 573 | | | | 6,961 | |
Loss allowance | | | 52 | | | | 2 | | | | 1 | | | | - | | | | 20 | | | | 75 | |
Foreign currency risk
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
June 30, 2024
In USD (000s)
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.
| | | | | | | | | | | June 30, 2024 | |
| | US dollars $ | | | Euro $ | | | Canadian dollars $ | | | Chinese renminbi $ | | | Total $ | |
| | | | | | | | | | | | | | | |
Cash | | | 32,141 | | | | 880 | | | | 897 | | | | 161 | | | | 34,079 | |
Trade and other receivables | | | 4,516 | | | | 1,432 | | | | 1,214 | | | | - | | | | 7,162 | |
Accounts payable and accrued liabilities | | | (404 | ) | | | (409 | ) | | | (1,846 | ) | | | (12 | ) | | | (2,671 | ) |
Lease liability | | | - | | | | - | | | | (685 | ) | | | - | | | | (685 | ) |
Long-term debt | | | - | | | | - | | | | (5,967 | ) | | | - | | | | (5,967 | ) |
As at June 30, 2024, if foreign exchange rates had been 5% higher, with all other variables held constant, loss and comprehensive loss would have been $217 higher, mainly as a result of the translation of foreign currency denominated cash, trade and other receivables, accounts payable and accrued liabilities, lease liability and long-term debt. The Company does not use derivatives to reduce exposure to foreign currency risk.
Liquidity risk
Liquidity risk is the risk the Company may encounter difficulties in meeting its financial liability obligations as they come due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis.
The Company controls liquidity risk through management of working capital, cash flows and the availability and sourcing of financing. The Company’s ability to accomplish all of its future strategic plans is dependent on obtaining additional financing or executing other strategic options by the second half of the year ending December 31, 2025; however, there is no assurance the Company will achieve these objectives.
The following table summarizes the Company’s significant contractual, undiscounted cash flows related to its financial liabilities.
| | | | | | | | | | | June 30, 2024 | |
| | Carrying amount $ | | | Future cash flows $ | | | Less than 1 year $ | | | Between 1 year and 5 years $ | |
| | | | | | | | | | | | |
Accounts payable and accrued liabilities | | | 2,671 | | | | 2,671 | | | | 2,671 | | | | - | |
Lease liability | | | 685 | | | | 730 | | | | 288 | | | | 442 | |
Long-term debt | | | 5,967 | | | | 7,166 | | | | 2,480 | | | | 4,686 | |
| | | 9,323 | | | | 10,567 | | | | 5,439 | | | | 5,128 | |
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
June 30, 2024
In USD (000s)
The following table shows the calculation of basic and diluted loss per share:
| | Three months ended June 30, 2024 | | | Three months ended June 30, 2023 | | | Six months ended June 30, 2024 | | | Six months ended June 30, 2023 | |
| | | | | | | | | | | | |
Net loss for the period | | $ | 6,919 | | | $ | 7,355 | | | $ | 13,118 | | | $ | 14,096 | |
Weighted average number of common shares | | | 24,440,444 | | | | 21,165,107 | | | | 24,373,869 | | | | 21,044,330 | |
Basic and diluted loss per share | | $ | 0.28 | | | $ | 0.35 | | | $ | 0.54 | | | $ | 0.67 | |
The computation of diluted loss per share is equal to the basic loss per share due to the anti-dilutive effect of the share options, RSUs and DSUs. Of the 1,481,408 share options (June 30, 2023 – 1,479,596), 458,895 RSUs (June 30, 2023 – 385,752), and 75,000 DSUs (June 30, 2023 – 50,000) not included in the calculation of diluted loss per share for the period ended June 30, 2024, 1,319,783 (June 30, 2023 – 1,158,702) were exercisable.
| 16 | 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 June 30, 2024 $ | | | Three months ended June 30, 2023 $ | | | Six months ended June 30, 2024 $ | | | Six months ended June 30, 2023 $ | |
| | | | | | | | | | | | |
Salaries and employee benefits | | | 673 | | | | 253 | | | | 1,023 | | | | 731 | |
Directors’ fees | | | 69 | | | | 75 | | | | 138 | | | | 156 | |
Share-based compensation | | | 485 | | | | 577 | | | | 1,027 | | | | 1,354 | |
| | | 1,227 | | | | 905 | | | | 2,188 | | | | 2,241 | |
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.
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
June 30, 2024
In USD (000s)
For the three months ended June 30, 2024:
| | Canada $ | | | USA $ | | | Germany $ | | | Total $ | |
| | | | | | | | | | | | |
Revenue | | | | | | | | | | | | | | | | |
Recurring - non-capital | | | 99 | | | | 1,101 | | | | 260 | | | | 1,460 | |
Capital equipment | | | 773 | | | | - | | | | - | | | | 773 | |
| | | 872 | | | | 1,101 | | | | 260 | | | | 2,233 | |
For the six months ended June 30, 2024:
| | Canada $ | | | USA $ | | | Germany $ | | | Total $ | |
| | | | | | | | | | | | |
Revenue | | | | | | | | | | | | | | | | |
Recurring - non-capital | | | 203 | | | | 2,259 | | | | 480 | | | | 2,942 | |
Capital equipment | | | 773 | | | | - | | | | 428 | | | | 1,201 | |
| | | 976 | | | | 2,259 | | | | 908 | | | | 4,143 | |
For the three months ended June 30, 2023:
| | Canada $ | | | USA $ | | | Germany $ | | | Total $ | |
| | | | | | | | | | | | |
Revenue | | | | | | | | | | | | | | | | |
Recurring - non-capital | | | 99 | | | | 1,286 | | | | 217 | | | | 1,602 | |
| | | 99 | | | | 1,286 | | | | 217 | | | | 1,602 | |
For the six months ended June 30, 2023:
| | Canada $ | | | USA $ | | | Germany $ | | | Total $ | |
| | | | | | | | | | | | |
Revenue | | | | | | | | | | | | | | | | |
Recurring - non-capital | | | 140 | | | | 2,346 | | | | 583 | | | | 3,069 | |
Capital equipment | | | - | | | | - | | | | 393 | | | | 393 | |
| | | 140 | | | | 2,346 | | | | 976 | | | | 3,462 | |
Other financial information by segment as at and for the six months ended June 30, 2024:
| | Canada $ | | | USA $ | | | Germany $ | | | China $ | | | Finland $ | | | Total $ | |
| | | | | | | | | | | | | | | | | | |
Total assets | | | 40,817 | | | | 3,823 | | | | 1,907 | | | | 175 | | | | 3,310 | | | | 50,032 | |
Intangible assets | | | 374 | | | | - | | | | - | | | | - | | | | - | | | | 374 | |
Property and equipment | | | 131 | | | | 549 | | | | - | | | | - | | | | - | | | | 680 | |
Right-of-use assets | | | 488 | | | | - | | | | - | | | | - | | | | - | | | | 488 | |
Amortization of intangible assets | | | 101 | | | | - | | | | - | | | | - | | | | - | | | | 101 | |
Depreciation of property and equipment | | | 28 | | | | 355 | | | | - | | | | - | | | | - | | | | 383 | |
Depreciation of right-of-use assets | | | 108 | | | | - | | | | - | | | | - | | | | - | | | | 108 | |
Profound Medical Corp.
Notes to Interim Condensed Consolidated Financial Statements
June 30, 2024
In USD (000s)
Other financial information by segment as at and for the year ended December 31, 2023:
| | Canada $ | | | USA $ | | | Germany $ | | | China $ | | | Finland $ | | | Total $ | |
| | | | | | | | | | | | | | | | | | |
Total assets | | | 34,257 | | | | 4,067 | | | | 1,952 | | | | 82 | | | | 3,553 | | | | 43,911 | |
Intangible assets | | | 490 | | | | - | | | | - | | | | - | | | | - | | | | 490 | |
Property and equipment | | | 158 | | | | 751 | | | | - | | | | - | | | | - | | | | 909 | |
Right-of-use assets | | | 616 | | | | - | | | | - | | | | - | | | | - | | | | 616 | |
Amortization of intangible assets | | | 202 | | | | - | | | | - | | | | - | | | | - | | | | 202 | |
Depreciation of property and equipment | | | 57 | | | | 670 | | | | - | | | | - | | | | - | | | | 727 | |
Depreciation of right-of-use assets | | | 217 | | | | - | | | | - | | | | - | | | | - | | | | 217 | |
(13)