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2012 Annual Report - Prometic - Life Science, Inc.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />

Years ended December 31, <strong>2012</strong> and 2011<br />

(in thousands of Canadian dollars, except share and per share amounts or as otherwise specified)<br />

1. GOVERNING STATUTES, NATURE OF OPERATIONS AND GOING CONCERN UNCERTAINTY<br />

ProMetic <strong>Life</strong> <strong>Science</strong>s <strong>Inc</strong>. (“ProMetic” or the “Company”), incorporated under the Canada Business Corporations Act, is an international<br />

biopharmaceutical company engaged in the research, development, manufacturing and marketing of a variety of applications developed from its<br />

own exclusive technology platform. The Company owns proprietary technology essential for use in the large-scale purification of drugs, genomics<br />

and proteomics products as well as medical and therapeutic applications. The Company’s head office is located in Laval, Québec, Canada.<br />

These consolidated financial statements have been prepared on the basis of the going concern assumption, which assumes that the Company<br />

will realize its assets and discharge its liabilities in the normal course of business. The use of these principles may not be appropriate because,<br />

as at December 31, <strong>2012</strong>, there is significant doubt that the Company will be able to continue as a going concern without achieving profitable<br />

operations or raising additional financial resources. Since inception, the Company has incurred losses and has an accumulated deficit of $246,470<br />

as at December 31, <strong>2012</strong>. To date, the Company has financed its activities through collaboration and licensing agreements, bank loans, government<br />

financial support, investment tax credits and the issuance of debt and equity. Subsequent to December 31, <strong>2012</strong>, the Company received the<br />

share subscription receivable of $9,822 from a strategic equity investment with Shenzhen Hepalink Pharmaceuticals Co. Ltd. (see note 20) and<br />

completed the renegotiation of the repayment terms of $4,000 of the long-term debt provided by shareholders (note 15). While this provides<br />

improvement in the Company’s near-term liquidity, the Company’s committed cash obligations and expected level of expenditures for the next 12<br />

months exceed its committed sources of funds.<br />

The Company’s ability to continue as a going concern is dependent upon its ability to obtain the ongoing support of its lenders and the continued<br />

activity of its core business including the advancement of collaboration and licensing agreements for pipeline projects, and raising additional<br />

financing either from the issuance of shares or long-term debt on acceptable commercial terms. There can be no assurance of the success of the<br />

Company’s operations, on its plans to achieve profitability, nor on its access to further financing which may be required to execute these plans.<br />

These consolidated financial statements do not reflect the adjustments that might be necessary to the carrying amount of reported assets, liabilities<br />

and revenues and expenses and the consolidated statement of financial position classification used if the Company were unable to continue<br />

operations in accordance with the going concern assumption. Such adjustments could be material.<br />

2. SIGNIFICANT ACCOUNTING POLICIES<br />

a) Statement of compliance<br />

The consolidated financial statements have been prepared in accordance with International Financial <strong>Report</strong>ing Standards (“IFRS”) as issued<br />

by the International Accounting Standards Board (“IASB”) and were authorized for issue by the Board of Directors on March 25, 2013.<br />

b) Basis of measurement<br />

The consolidated financial statements have been prepared on a historical cost basis, except for cash and restricted cash, which have been<br />

measured at fair value.<br />

c) Functional and presentation currency<br />

The consolidated financial statements are presented in Canadian dollars, which is also the parent Company’s functional currency.<br />

d) Basis of consolidation<br />

The consolidated financial statements include the accounts of ProMetic <strong>Life</strong> <strong>Science</strong>s <strong>Inc</strong>., and those of its subsidiaries ProMetic Bio<strong>Science</strong>s<br />

<strong>Inc</strong>., ProMetic BioProduction <strong>Inc</strong>. (also referred to as “Newco”), ProMetic Bio<strong>Science</strong>s (USA), <strong>Inc</strong>., ProMetic Bio<strong>Science</strong>s Ltd., ProMetic<br />

BioTherapeutics <strong>Inc</strong>., ProMetic BioTherapeutics Ltd., ProMetic Manufacturing <strong>Inc</strong>., BSafE <strong>Inc</strong>. and Pathogen Removal and Diagnostic<br />

Technologies <strong>Inc</strong>. (hereinafter referred to as “PRDT”). The financial statements of the subsidiaries are prepared for the same reporting period<br />

as the parent company, using consistent accounting policies. All intra-group transactions, balances, income and expenses are eliminated in full<br />

upon consolidation.<br />

e) Investment in an associated company<br />

The Company’s investment in its associate, NantPro Bio<strong>Science</strong>s, LLC (“NantPro”) is accounted for using the equity method. An associate is an<br />

entity in which the Company has significant influence. Under the equity method, the investment in the associate is carried on the consolidated<br />

statement of financial position at cost plus post acquisition changes in the Company’s share of net assets of the associate.<br />

The consolidated statement of operations and comprehensive loss reflects the Company’s share of the results of operations of the associate.<br />

When there has been a change recognised directly in the equity of the associate, the Company recognises its share of any changes and<br />

discloses this, when applicable, in the consolidated statement of changes in shareholder’s equity (deficiency). Profits and losses resulting<br />

from transactions between the Company and the associate are recognized in the Company’s consolidated financial statements only to<br />

the extent of unrelated investors’ interests in the associate.<br />

PROMETIC LIFE SCIENCES INC.<br />

29

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