2012 Annual Report - Prometic - Life Science, Inc.

More documents

Recommendations

Info

In conjunction with the above, the Company entered into an agreement with the borrower providing that any payment made by the Company under the Guarantee immediately triggers an equivalent receivable from the borrower. This receivable bears interest at 10% per annum, is evidenced by a demand promissory note and, upon termination of the Loan and the pledge agreement, will be secured by 2,300,000 shares of the Company until all payments of principal and interest owed to the Company are made. This receivable will be recorded at fair value by the Company only when its collectability is reasonably assured. The Company risks losing a maximum amount of $2,300 plus interest and penalties, without taking into consideration the net proceeds arising from the disposal of the 9,500,000 pledged shares of the Company. The Company has not required any consideration in exchange for this Guarantee. As at December 31, 2012 and 2011, no receivable from the borrower was recorded given that collectability was not reasonably assured. Concurrent with this settlement agreement being reached, an amended and restated loan agreement was entered into between the borrower and the Company requiring the borrower to fully repay the Company no later than March 31, 2013. Furthermore, should certain stock price thresholds be reached, the Company may require the borrower to pay the outstanding balance of the loan. This amended and restated loan agreement received shareholder approval at the May 5, 2010 Annual and Extraordinary Meeting of the shareholders. The said loan is secured by a pledge in favor of the Company by the borrower of 9,500,000 shares of the Company stock. The loan is also secured by a pledge in favor of the Company by Invhealth Capital Inc. (a wholly-owned subsidiary of a senior officer of the Company) of all its shares of the borrower and by a pledge in favor of the Company by the senior officer of the Company of all of his shares of Invhealth Capital Inc. Subsequent to year-end, on March 7, 2013, the loan was renegotiated, subject to shareholder approval, as described in note 32. Other related party transactions Included in the trade and other payables in the statement of financial position is an amount of $46 due to a manager of the Company as at December 31, 2012 ($35 as at December 31, 2011). Following a consulting agreement entered into with a director of the Company, success fees of 5% of the relevant proceeds received by the Corporation, for a total of $600, are payable to said director. As at December 31, 2012, $500 remained unpaid (nil for the year ended December 31, 2011). However, pursuant to the terms and conditions of said consulting agreement, the Company will not be required to pay more than $250 per year to said director pursuant to said agreement. The remaining amounts owed will be paid over the coming years and all payments will be subject to the previously mentioned $250 annual cap. Compensation of key management personnel The remuneration of directors and other members of key management personnel during the years ended December 31, 2012 and 2011 was as follows: Years ended December 31, 2012 2011 Short-term employee benefits (1) 2,983 1,600 Pension costs 98 96 Stock-based compensation 366 277 3,447 1,975 (1) Short-term employee benefits include all fees paid to directors and for certain senior management employees, salaries, bonuses and the cost of other employee benefits. PROMETIC LIFE SCIENCES INC. 48
22. CAPITAL DISCLOSURES December 31, December 31, 2012 2011 Bank and other loans $ 1,636 $ 752 Promissory notes from shareholders 250 817 Repayable government grants and finance lease obligations 564 746 Long-term debt provided by shareholders 4,017 4,161 Shareholder’s equity (deficiency) 5,819 (8,568) Cash (1,205) (275) $ 11,081 $ (2,367) The Company’s objective in managing capital is to ensure sufficient liquidity to finance its research and development activities, administration and marketing expenses, working capital and overall capital expenditures, including those associated with patents and trademarks. The Company makes every effort to manage its liquidity to minimize dilution to its shareholders, whenever possible. The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended December 31, 2011. 23. INFORMATION INCLUDED IN THE CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS a) Government assistance December 31, December 31, 2012 2011 Gross research and development expenses $ 11,267 $ 12,229 Research and development tax credits (957) (999) 10,310 11,230 b) Finance costs Interest on long-term debt 1,250 1,195 Interest on bank loan, other loan and other interest expenses 233 168 1,483 1,363 c) Wages and salaries Wages and salaries 9,649 8,890 Employer’s benefits 845 760 Pension costs 316 264 Stock-based compensation 505 311 Total employee benefit expense 11,315 10,225 24. COMMITMENTS The Company has total commitments in the amount of $12,591 under various operating leases for the rental of offices, production plant, and laboratory space and office equipment. The payments for the coming years and thereafter are as follows: 2013 1,888 2014 1,730 2015 1,760 2016 1,823 2017 and thereafter 5,390 $ 12,591 PROMETIC LIFE SCIENCES INC. 49
Page 1 and 2: ANNUAL REPORT 2012 We believe in ou
Page 3 and 4: We have + 14 + 28 applications and
Page 5 and 6: WHO WE ARE ProMetic Life Sciences I
Page 7 and 8: On May 15, 2012, ProMetic received
Page 9 and 10: alliance for the manufacturing of o
Page 11 and 12: PROMETIC’S BUSINESS IS ORGANIZED
Page 17 and 18: MANAGEMENT’S DISCUSSION & ANALYSI
Page 19 and 20: Although the Company achieved its f
Page 21 and 22: During the year ended December 31,
Page 23 and 24: FOURTH QUARTER The following inform
Page 25 and 26: Following a consulting agreement en
Page 27 and 28: CONSOLIDATED STATEMENTS OF FINANCIA
Page 29 and 30: CONSOLIDATED STATEMENTS OF CHANGES
Page 31 and 32: NOTES TO CONSOLIDATED FINANCIAL STA
Page 33 and 34: The gain or loss arising on the dis
Page 35 and 36: n) Income taxes The Company uses th
Page 37 and 38: IFRS 12 Disclosure of Involvement w
Page 39 and 40: 11. CAPITAL ASSETS Leasehold Equipm
Page 41 and 42: 13. BANK AND OTHER LOANS 2012 2011
Page 43 and 44: (b) Other loans: 1) Loan for an ini
Page 45 and 46: purposes. Consequently, the loans w
Page 47 and 48: 2012 During the year ended December
Page 49: d) Stock-based compensation: The Co
Page 53 and 54: Fair value hierarchy Financial inst
Page 55 and 56: December 31, 2012 December 31, 2011
Page 57 and 58: The Company has tax losses which ar
Page 59 and 60: d) Acquisition of capital assets an
Page 61 and 62: On March 7, 2013, the share purchas
Page 63 and 64: CORPORATE INFORMATION HEADQUARTERS

2012 Annual Report - Prometic - Life Science, Inc.

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?