EX-99.3 4 lmnl-ex993_56.htm EX-99.3 lmnl-ex993_56.htm

 

 

Exhibit 99.3

 

 

 

 

 

 

 

 

 

Condensed interim consolidated financial statements of Liminal BioSciences Inc.

For the quarter ended March 31, 2021

 

 


LIMINAL BIOSCIENCES INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In thousands of Canadian dollars, except per share amounts) (Unaudited)

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash

 

$

21,564

 

 

$

45,075

 

Accounts receivable and others

 

 

5,541

 

 

 

4,081

 

Inventories

 

 

4,719

 

 

 

9,377

 

Prepaids

 

 

11,060

 

 

 

14,486

 

Assets of disposal group held for sale (note 3)

 

 

14,389

 

 

 

 

Total current assets

 

 

57,273

 

 

 

73,019

 

 

 

 

 

 

 

 

 

 

Other long-term assets

 

 

1,307

 

 

 

1,353

 

Capital assets (note 5)

 

 

15,655

 

 

 

18,791

 

Right-of-use assets (note 6)

 

 

5,960

 

 

 

8,557

 

Intangible assets (note 7)

 

 

14,178

 

 

 

15,492

 

Deferred tax assets

 

 

572

 

 

 

572

 

Total assets

 

$

94,945

 

 

$

117,784

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

13,611

 

 

$

16,835

 

Current portion of lease liabilities (note 8)

 

 

6,983

 

 

 

6,946

 

Liabilities of disposal group held for sale (note 3)

 

 

3,169

 

 

 

 

Total current liabilities

 

 

23,763

 

 

 

23,781

 

 

 

 

 

 

 

 

 

 

Long-term portion of lease liabilities (note 8)

 

 

23,807

 

 

 

26,506

 

Warrant liability (note 9)

 

 

11,486

 

 

 

11,640

 

Long-term debt (note 10)

 

 

40,648

 

 

 

40,532

 

Other long-term liabilities

 

 

204

 

 

 

313

 

Total liabilities

 

$

99,908

 

 

$

102,772

 

 

 

 

 

 

 

 

 

 

EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

 

Share capital (note 11a)

 

$

977,261

 

 

$

977,261

 

Contributed surplus (note 11b)

 

 

40,765

 

 

 

39,877

 

Warrants (note 11c)

 

 

95,856

 

 

 

95,856

 

Accumulated other comprehensive loss

 

 

(3,008

)

 

 

(3,030

)

Accumulated other comprehensive loss

   of disposal group held for sale (note 3)

 

 

148

 

 

 

184

 

Deficit

 

 

(1,107,314

)

 

 

(1,087,049

)

Equity attributable to owners of the parent

 

 

3,708

 

 

 

23,099

 

Non-controlling interests

 

 

(8,671

)

 

 

(8,087

)

Total equity (deficiency)

 

 

(4,963

)

 

 

15,012

 

Total liabilities and equity (deficiency)

 

$

94,945

 

 

$

117,784

 

Going concern (note 1), subsequent event (note 15)

The accompanying notes are an integral part of the condensed interim consolidated financial statement

2

 


LIMINAL BIOSCIENCES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of Canadian dollars, except per share amounts) (Unaudited)

 

 

Quarters ended March 31

 

2021

 

 

2020

 

Revenues

 

$

210

 

 

$

202

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

Research and development expenses

 

 

9,250

 

 

 

16,395

 

Administration expenses

 

 

9,139

 

 

 

10,652

 

Loss (gain) on foreign exchange

 

 

41

 

 

 

(1,061

)

Finance costs

 

 

2,404

 

 

 

1,515

 

Gain on extinguishments of liabilities

 

 

 

 

 

(79

)

Change in fair value of financial instruments measured at fair

   value through profit or loss (note 9)

 

 

(154

)

 

 

 

Loss from continuing operations, net of taxes of $nil

 

$

(20,470

)

 

$

(27,220

)

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of taxes $nil (note 4)

 

 

(379

)

 

 

(437

)

Net loss

 

$

(20,849

)

 

$

(27,657

)

 

 

 

 

 

 

 

 

 

Net loss attributable to:

 

 

 

 

 

 

 

 

Non-controlling interests - continuing operations

 

$

(584

)

 

$

(313

)

Owners of the parent

 

 

 

 

 

 

 

 

- Continuing operations

 

 

(19,886

)

 

 

(26,907

)

- Discontinued operations

 

 

(379

)

 

 

(437

)

 

 

$

(20,265

)

 

$

(27,344

)

 

 

 

 

 

 

 

 

 

Net loss

 

$

(20,849

)

 

$

(27,657

)

 

 

 

 

 

 

 

 

 

Loss per share

 

 

 

 

 

 

 

 

Attributable to the owners of the parent basic and diluted:

 

 

 

 

 

 

 

 

From continuing operations

 

$

(0.66

)

 

$

(1.15

)

From discontinued operations

 

 

(0.01

)

 

 

(0.02

)

Total loss per share

 

$

(0.68

)

 

$

(1.17

)

Weighted average number of outstanding shares

   (in thousands)

 

 

29,944

 

 

 

23,386

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements

 

 

3

 


LIMINAL BIOSCIENCES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of Canadian dollars) (Unaudited)

 

 

 

 

Quarters ended March 31

 

2021

 

 

2020

 

Net Loss

 

$

(20,849

)

 

$

(27,657

)

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

Items that may be subsequently reclassified to profit

   and loss:

 

 

 

 

 

 

 

 

Exchange differences on translation of foreign operations

   from continuing operations

 

 

22

 

 

 

(76

)

Exchange differences on translation of foreign operations

   from discontinued operations (note 4)

 

 

(36

)

 

 

156

 

Total other comprehensive income (loss)

 

$

(14

)

 

$

80

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss

 

$

(20,863

)

 

$

(27,577

)

 

 

 

 

 

 

 

 

 

Total comprehensive loss attributable to:

 

 

 

 

 

 

 

 

Non-controlling interests

 

$

(584

)

 

$

(313

)

Owners of the parent

 

 

 

 

 

 

 

 

- Continuing operations

 

 

(19,864

)

 

 

(26,983

)

- Discontinued operations

 

 

(415

)

 

 

(281

)

Total comprehensive loss

 

$

(20,863

)

 

$

(27,577

)

The accompanying notes are an integral part of the condensed interim consolidated financial statements

 

 

4

 


LIMINAL BIOSCIENCES INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands of Canadian dollars) (Unaudited)

 

 

 

 

 

Equity (deficiency) attributable to owners of the parent

 

 

 

 

 

 

 

 

 

 

 

Share

capital

 

 

Contributed

surplus

 

 

Warrants

 

 

Foreign

currency

translation

reserve

 

 

Deficit

 

 

Total

 

 

Non-

controlling

interests

 

 

Total equity

(deficiency)

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Balance at January 1, 2020

 

 

932,951

 

 

 

43,532

 

 

 

95,856

 

 

 

(3,099

)

 

 

(967,051

)

 

 

102,189

 

 

 

(7,255

)

 

 

94,934

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(27,344

)

 

 

(27,344

)

 

 

(313

)

 

 

(27,657

)

Foreign currency translation reserve

 

 

 

 

 

 

 

 

 

 

 

80

 

 

 

 

 

 

80

 

 

 

 

 

 

80

 

Issuance of shares (note 11a)

 

 

1,240

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,240

 

 

 

 

 

 

1,240

 

Share-based payments expense (note 11b)

 

 

 

 

 

2,377

 

 

 

 

 

 

 

 

 

 

 

 

2,377

 

 

 

 

 

 

2,377

 

Share-based compensation paid in cash

   (note 11b)

 

 

 

 

 

(40

)

 

 

 

 

 

 

 

 

 

 

 

(40

)

 

 

 

 

 

(40

)

Shares issued pursuant to

   restricted share unit plan (note 11b)

 

 

9,764

 

 

 

(9,764

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share issuance cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8

)

 

 

(8

)

 

 

 

 

 

(8

)

Balance at March 31, 2020

 

 

943,955

 

 

 

36,105

 

 

 

95,856

 

 

 

(3,019

)

 

 

(994,403

)

 

 

78,494

 

 

 

(7,568

)

 

 

70,926

 

Balance as of January 1, 2021

 

 

977,261

 

 

 

39,877

 

 

 

95,856

 

 

 

(2,846

)

 

 

(1,087,049

)

 

 

23,099

 

 

 

(8,087

)

 

 

15,012

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20,265

)

 

 

(20,265

)

 

 

(584

)

 

 

(20,849

)

Foreign currency translation reserve

 

 

 

 

 

 

 

 

 

 

 

(14

)

 

 

 

 

 

(14

)

 

 

 

 

 

(14

)

Share-based payments expense (note 11b)

 

 

 

 

 

909

 

 

 

 

 

 

 

 

 

 

 

 

909

 

 

 

 

 

 

909

 

Share-based compensation paid in cash

 

 

 

 

 

(21

)

 

 

 

 

 

 

 

 

 

 

 

(21

)

 

 

 

 

 

(21

)

Balance at March 31, 2021

 

 

977,261

 

 

 

40,765

 

 

 

95,856

 

 

 

(2,860

)

 

 

(1,107,314

)

 

 

3,708

 

 

 

(8,671

)

 

 

(4,963

)

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

5

 


LIMINAL BIOSCIENCES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of Canadian dollars) (Unaudited)

 

 

Quarters ended March 31

 

2021

 

 

2020

 

Cash flows used in operating activities

 

 

 

 

 

 

 

 

Net loss from continuing operations during the period

 

$

(20,470

)

 

$

(27,220

)

Net loss from discontinued operations during the period

 

 

(379

)

 

 

(437

)

Adjustments to reconcile net loss to cash flows used in

   operating activities:

 

 

 

 

 

 

 

 

Finance costs and foreign exchange

 

 

2,404

 

 

 

517

 

Loss from disposition of capital and intangible assets

 

 

5

 

 

 

20

 

Change in fair value of financial instruments measured at

   fair value through profit or loss (note 9)

 

 

(154

)

 

 

 

Gain on extinguishments of liabilities (note 11a)

 

 

 

 

 

(79

)

Share-based payments expense (note 11b)

 

 

888

 

 

 

2,337

 

Depreciation of capital assets (note 5)

 

 

589

 

 

 

671

 

Depreciation of right-of-use assets (note 6)

 

 

416

 

 

 

720

 

Amortization of intangible assets (note 7)

 

 

289

 

 

 

238

 

 

 

 

(16,412

)

 

 

(23,233

)

Change in non-cash working capital items

 

 

(4,562

)

 

 

(124

)

 

 

$

(20,974

)

 

$

(23,357

)

Cash flows used in financing activities

 

 

 

 

 

 

 

 

Repayment of principal on long-term debt

 

 

 

 

 

(165

)

Repayment of interest on long-term debt (note 10)

 

 

(973

)

 

 

(251

)

Payments of principal on lease liabilities (note 8)

 

 

(792

)

 

 

(2,072

)

Payment of interest on lease liabilities (note 8)

 

 

(264

)

 

 

(1,549

)

Debt, share and warrants issuance costs

 

 

(135

)

 

 

(8

)

 

 

$

(2,164

)

 

$

(4,045

)

Cash flows used in investing activities

 

 

 

 

 

 

 

 

Additions to capital assets

 

 

(140

)

 

 

(331

)

Additions to intangible assets

 

 

(140

)

 

 

(195

)

Proceeds from sale of discontinued operations business, net of cash

   divested

 

 

 

 

 

1,175

 

Transaction costs paid relating to the sale of discontinued operations

   business

 

 

 

 

 

(787

)

Proceeds from disposal of capital assets

 

 

29

 

 

 

 

Interest received

 

 

23

 

 

 

216

 

 

 

$

(228

)

 

$

78

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents during the period

 

 

(23,366

)

 

 

(27,324

)

Net effect of currency exchange rate on cash and cash equivalents

 

 

(145

)

 

 

2,594

 

Cash and cash equivalents, beginning of period

 

 

45,075

 

 

 

61,285

 

Cash and cash equivalents, end of period

 

$

21,564

 

 

$

36,555

 

Comprising of:

 

 

 

 

 

 

 

 

Cash

 

 

21,564

 

 

 

15,242

 

Cash equivalents

 

 

 

 

 

21,313

 

 

 

$

21,564

 

 

$

36,555

 

 

 

Cash flows from discontinued operations are presented in note 4.

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

 

6

 


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(In thousands of Canadian dollars) (Unaudited)

 

 

1.

Nature of operations and going concern

Liminal BioSciences Inc, or Liminal, or the Company, is incorporated under the Canada Business Corporations Act and is a publicly traded clinical-stage biotechnology company (Nasdaq symbol: LMNL) focused on discovering and developing novel small molecule drug candidates for the treatment of patients suffering from respiratory fibrotic diseases and other fibrotic or inflammatory diseases that have high unmet medical need. Liminal has a deep understanding of certain biological targets and pathways that have been implicated in the fibrotic process, including fatty acid receptors 1, or FFAR1 also known as G-protein-coupled receptor 40, or GPR40, a related receptor G-protein-coupled receptor 84, or GPR84, and peroxisome proliferator-activated receptors, or PPARs.

Liminal’s lead small molecule segment product candidate, fezagepras or PBI-4050, is being developed for the treatment of idiopathic pulmonary fibrosis, or IPF. The plasma derived therapeutics segment leverages Liminal’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. With respect to this second platform, the Company is focused on the development of its plasma-derived product candidate Ryplazim® (plasminogen) or Ryplazim®, a highly purified glu-plasminogen derived from human plasma that acts as a plasminogen replacement therapy for patients deficient in plasminogen protein.

The Company’s head office is located at 440, Boul. Armand-Frappier, suite 300, Laval, Québec, Canada, H7V 4B4. Liminal has Research and Development facilities in Canada, the U.K. and the U.S. and manufacturing facilities in Canada.

On March 31, 2021, the Company has classified the assets and liabilities of the plasma collection activities as held for sale in the consolidated statements of financial position (note 3). These activities are also presented as discontinued operations in the unaudited condensed interim consolidated financial statements for the quarters ended March 31, 2021 and 2020, or interim financial statements (note 4).

Structured Alpha LP (“SALP”) has been Liminal’s majority and controlling shareholder since the debt restructuring on April 23, 2019 and is considered Liminal’s parent entity for accounting purposes. Thomvest Asset Management Ltd. is the general partner of SALP and the ultimate controlling parent, for accounting purposes, of Liminal is The 2003 TIL Settlement. Prior to this date, Liminal did not have a controlling parent.

The interim financial statements are presented in Canadian dollars, $ or CA$, and have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, on a going concern basis, which presumes the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the ordinary course of business.

During the three months ended March 31, 2021, the Company incurred a net loss of $20.8 million ($27.7 million for the three months ended March 31, 2020) and had negative operating cash flows of $21.0 million ($23.4 million for the three months ended March 31, 2020). In addition, at March 31, 2021, the Company had a working capital of $33.5 million ($49.2 million at December 31, 2020) and an accumulated deficit of $1,107.3 million ($1,087 million at December 31, 2020). Given Liminal's main activities continue to be in the R&D stage, management has concluded it will need additional sources of financing to ensure it has sufficient funds to continue its operations for at least the next 12 months.

Until the Company completes a significant financing, it continues operating at a low spending level, pacing investments on new research programs, and reducing infrastructure cost, where possible. The need to complete multiple financing transactions is likely to continue until the Company can generate sufficient product revenues to finance its cash requirements. Meanwhile, management may revert to a variety of sources for financing future cash needs including public or private equity offerings, debt financings, strategic collaborations, business and asset divestitures and grant funding amongst others. Despite the Company’s efforts to obtain the necessary funding and improve profitability of its operations, there can be no assurance of its success in doing so, especially with respect to its access to further funding on acceptable terms, if at all.

7

 


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(In thousands of Canadian dollars) (Unaudited)

 

These circumstances indicate the existence of a material uncertainty that may cast substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives and take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays in the Company’s preclinical, clinical and regulatory efforts, which are critical to the realization of its business plan. These interim financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

 

 

2.

Significant accounting policies

a)

Accounting framework

These interim financial statements have been prepared in accordance with IAS 34, Interim financial reporting. Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with IFRS, have been omitted or condensed. These interim financial statements should therefore be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2020, which have been prepared in accordance with IFRS and which can be found at www.sec.gov/edgar and at www.sedar.com.

These interim financial statements were approved for issue on May 17, 2021 by the Company’s Audit, Risk and Finance committee as delegated by the Board of Directors.

b)

New standards and interpretations adopted

The accounting policies used in these interim financial statements are consistent with those applied by the Company in its December 31, 2020 audited annual consolidated financial statements except for the adoption of the following amendment on January 1, 2021.

Amendment to IFRS 16, Leases or IFRS 16 for COVID-19-Related Rent Concessions - IFRS 16 has been revised to incorporate an amendment issued by the IASB in May 2020. The amendment permits lessees not to assess whether particular COVID-19-related rent concessions are lease modifications and, instead, account for those rent concessions as if they were not lease modifications. In addition, the amendment to IFRS 16 provides specific disclosure requirements regarding COVID-19-related rent concessions. The adoption of this amendment had no impact on the interim financial statements since the Company has not benefited from COVID-19 related rent concessions.

c)

Significant accounting judgements and critical accounting estimates

The preparation of the interim consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in these estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods. The significant accounting judgments and critical accounting estimates applied by the Company, disclosed in the audited annual consolidated financial statements for the year ended December 31, 2020, remain unchanged.

 


8

 


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(In thousands of Canadian dollars) (Unaudited)

 

 

3.

Assets and liabilities held for sale

 

Following the Company’s announcement in January 2021 that it would evaluate potential alternatives for the plasma-derived therapeutics segment, the Company has progressed in its assessment and has determined that it was most likely that it would complete a sale of its plasma collection activities within a year. As a result, assets and liabilities of the plasma collection cash generating unit, also referred to as the disposal group, which was formerly part of the plasma-derived segment, met the criteria to be classified as held for sale at March 31, 2021. The Company has reclassified all of the assets and liabilities pertaining to the disposal group, whether they were previously classified as current or non-current in the consolidated statements of financial position, under the held for sale lines, presented in the current portion of the consolidated statement of financial position at March 31, 2021. The accumulated other comprehensive loss pertaining to the disposal group was also presented separately.

 

The major classes of assets, liabilities and accumulated other comprehensive income pertaining to the disposal group and classified as held for sale are as follows:

 

Accounts receivable

 

 

 

 

 

$

584

 

Inventories

 

 

 

 

 

 

7,944

 

Prepaids

 

 

 

 

 

 

31

 

Other long-term assets

 

 

 

 

 

 

57

 

Capital assets

 

 

 

 

 

 

2,514

 

Intangible assets

 

 

 

 

 

 

1,122

 

Right-of-use assets

 

 

 

 

 

 

2,137

 

Total assets of disposal group held for sale

 

 

 

 

 

$

14,389

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

 

 

 

 

387

 

Current portion of lease liabilities

 

 

 

 

 

 

678

 

Long-term portion of lease liabilities

 

 

 

 

 

 

2,104

 

Total liabilities of disposal group held for sale

 

 

 

 

 

$

3,169

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange differences on translating foreign operations

 

 

 

 

 

 

148

 

Accumulated other comprehensive loss

   of disposal group held for sale

 

 

 

 

 

$

148

 

9

 

 


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(In thousands of Canadian dollars) (Unaudited)

 

 

4.

Discontinued operations

At March 31, 2021, the assets and liabilities of the plasma collection activities are presented as held for sale (note 3) and the current and comparative periods results of operations and other comprehensive loss of this disposal group have been presented as discontinued operations. The revenues and costs relating to these activities were reclassified and presented retrospectively in the consolidated statements of operations, statement of comprehensive loss and notes to the interim financial statements as discontinued operations.

Previously, on November 25, 2019, the Company sold two subsidiaries in its bioseparations segment, representing the majority of its bioseparations operations and all of the bioseparations revenues. The results of the comparative periods of the business sold have also been presented as discontinued operations, however for the period ended March 31, 2020, the results of this discontinued operation were $nil.

The consolidated statement of cash flows was not restated to present the cash flows from the discontinued operations separately as the Company selected to provide this information in the present note.

Results and cash flows from discontinued operations

The results from the discontinued operations for the quarters ended March 31, 2021 and 2020 are follows:

 

 

 

 

 

March 31,

2021

 

 

March 31,

2020

 

Plasma collection activities:

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

$

526

 

 

$

901

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

Cost of sales and other production expenses

 

 

 

 

 

703

 

 

 

636

 

Research and development expenses

 

 

 

 

 

 

 

 

638

 

Administration expenses

 

 

 

 

 

93

 

 

 

20

 

Gain on foreign exchange

 

 

 

 

 

(2

)

 

 

(71

)

Finance costs

 

 

 

 

 

111

 

 

 

115

 

Loss from discontinued operations,

   net of taxes of $nil

 

 

 

 

$

(379

)

 

$

(437

)

The cash flows from discontinued operations for the quarters ended March 31, 2021 and 2020 are as follows:

 

 

 

 

 

March 31,

2021

 

 

March 31,

2020

 

Bioseparations activities:

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

$

 

 

$

388

 

Cash generated during the period

 

 

 

 

$

 

 

$

388

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Plasma collection activities:

 

 

 

 

 

 

 

 

 

 

 

Cash flows used in operating activities

 

 

 

 

$

29

 

 

$

(227

)

Cash flows used in financing activities

 

 

 

 

 

(211

)

 

 

(154

)

Cash flows used in investing activities

 

 

 

 

 

(2

)

 

 

(35

)

Net effect of currency exchange rate on cash

 

 

 

 

 

(1

)

 

 

23

 

Cash flows used during the period

 

 

 

 

$

(185

)

 

$

(393

)

Total cash used by

   discontinued operations

 

 

 

 

$

(185

)

 

$

(5

)

10

 

 


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(In thousands of Canadian dollars) (Unaudited)

 

 

5.

Capital assets

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

Furniture and

 

 

 

 

 

 

 

Land and

 

 

Leasehold

 

 

and laboratory

 

 

computer

 

 

 

 

 

 

 

Buildings

 

 

improvements

 

 

equipment

 

 

equipment

 

 

Total

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2021

 

 

4,567

 

 

 

7,349

 

 

 

29,904

 

 

 

3,365

 

 

 

45,185

 

Additions

 

 

 

 

 

1

 

 

 

45

 

 

 

3

 

 

 

49

 

Disposals

 

 

 

 

 

 

 

 

(712

)

 

 

(191

)

 

 

(903

)

Effect of foreign exchange differences

 

 

 

 

 

(24

)

 

 

(10

)

 

 

(2

)

 

 

(36

)

Reclassified to assets held for sale (note 3)

 

 

 

 

 

(2,004

)

 

 

(1,007

)

 

 

(220

)

 

 

(3,231

)

Balance at March 31, 2021

 

$

4,567

 

 

$

5,322

 

 

$

28,220

 

 

$

2,955

 

 

$

41,064

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2021

 

$

804

 

 

$

2,901

 

 

$

20,208

 

 

$

2,481

 

 

$

26,394

 

Depreciation expense

 

 

49

 

 

 

136

 

 

 

302

 

 

 

102

 

 

 

589

 

Disposals

 

 

 

 

 

 

 

 

(660

)

 

 

(191

)

 

 

(851

)

Effect of foreign exchange differences

 

 

 

 

 

(3

)

 

 

(1

)

 

 

(2

)

 

 

(6

)

Reclassified to assets held for sale (note 3)

 

 

 

 

 

(267

)

 

 

(330

)

 

 

(120

)

 

 

(717

)

Balance at March 31, 2021

 

$

853

 

 

$

2,767

 

 

$

19,519

 

 

$

2,270

 

 

$

25,409

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2021

 

$

3,714

 

 

$

2,555

 

 

$

8,701

 

 

$

685

 

 

$

15,655

 

At December 31, 2020

 

 

3,763

 

 

 

4,448

 

 

 

9,696

 

 

 

884

 

 

 

18,791

 

 

 

6.

Right-of-use assets

 

 

 

 

 

 

 

Production

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and laboratory

 

 

 

 

 

 

 

 

 

 

 

Buildings

 

 

equipment

 

 

Other

 

 

Total

 

Net book value as at January 1, 2021

 

$

8,086

 

 

$

426

 

 

$

45

 

 

$

8,557

 

Lease modifications and other remeasurements

 

 

(8

)

 

 

 

 

 

(12

)

 

 

(20

)

Depreciation expense

 

 

(361

)

 

 

(46

)

 

 

(9

)

 

 

(416

)

Effect of foreign exchange differences

 

 

(17

)

 

 

(2

)

 

 

(5

)

 

 

(24

)

Reclassified to assets held for sale (note 3)

 

 

(1,826

)

 

 

(300

)

 

 

(11

)

 

 

(2,137

)

Net book value at March 31, 2021

 

$

5,874

 

 

$

78

 

 

$

8

 

 

$

5,960

 

 


11

 

 


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(In thousands of Canadian dollars) (Unaudited)

 

 

7.

Intangible assets

 

 

 

 

 

Licenses and

other rights

 

 

Patents

 

 

Software

 

 

Total

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2021

 

 

 

$

162,064

 

 

$

6,783

 

 

$

3,306

 

 

$

172,153

 

Additions

 

 

 

 

 

 

 

137

 

 

 

(1

)

 

 

136

 

Disposals

 

 

 

 

 

 

 

(28

)

 

 

 

 

 

(28

)

Effect of foreign exchange differences

 

 

 

 

 

 

 

(8

)

 

 

(4

)

 

 

(12

)

Reclassified to assets held for sale (note 3)

 

 

(1,268

)

 

 

 

 

 

(360

)

 

 

(1,628

)

Balance at March 31, 2021

 

 

 

$

160,796

 

 

$

6,884

 

 

$

2,941

 

 

$

170,621

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2021

 

 

 

$

150,528

 

 

$

4,429

 

 

$

1,704

 

 

$

156,661

 

Amortization expense

 

 

 

 

58

 

 

 

97

 

 

 

134

 

 

 

289

 

Disposals

 

 

 

 

 

 

 

(6

)

 

 

(1

)

 

 

(7

)

Effect of foreign exchange differences

 

 

 

 

16

 

 

 

(9

)

 

 

(1

)

 

 

6

 

Reclassified to assets held for sale (note 3)

 

 

(422

)

 

 

 

 

 

(84

)

 

 

(506

)

Balance at March 31, 2021

 

 

 

$

150,180

 

 

$

4,511

 

 

$

1,752

 

 

$

156,443

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2021

 

 

 

$

10,616

 

 

$

2,373

 

 

$

1,189

 

 

$

14,178

 

At December 31, 2020

 

 

 

 

11,536

 

 

 

2,354

 

 

 

1,602

 

 

 

15,492

 

 

 

8.

Lease liabilities

The transactions affecting the lease liabilities during the quarter ended March 31, 2021 were as follows:

 

 

 

 

 

 

 

 

2021

 

Balance at January 1

 

$

33,452

 

Additions

 

 

 

Interest expense

 

 

1,353

 

Payments

 

 

(1,056

)

Lease modification and other remeasurements

 

 

(20

)

Effect of foreign exchange differences

 

 

(157

)

Reclassified to liabilities held for sale

 

 

(2,782

)

Balance at March 31

 

$

30,790

 

Less current portion of lease liabilities

 

 

6,983

 

Long-term portion of lease liabilities

 

$

23,807

 

Interest expense on lease liabilities for the quarter ended March 31, 2021 was $1,353 ($1,549 for the quarter ended March 31, 2020) and is included as part of finance costs in the consolidated statement of operations.


12

 

 


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(In thousands of Canadian dollars) (Unaudited)

 

 

9.

Warrant liability

As part of the consideration for the private placement completed on November 3, 2020 where SALP and another investor participated equally, and a subsequent amendment to this private placement agreement on November 25, 2020, the Company issued a total of 7,894,734 warrants that expire on November 3, 2025. Both of these issuances combined a referred to as the November 2020 warrants. Each warrant can be exercised to acquire one common share at an exercise price initially set at US$5.50 and that can be reduced if equity financings are completed at a lower price before its expiry. The November 2020 warrants do not meet the definition of an equity instrument since the exercise price is denominated in US$ which is different than the functional currency of Liminal which is the CA$. Consequently, they are accounted for as a financial instrument, presented as a warrant liability in the consolidated statement of financial position and carried at fair value through profit or loss.

 

The fair value of the November 2020 warrants was $11,486 and $11,640 at March 31, 2021 and December 31, 2020 respectively. The fair value for the November 2020 warrants held by SALP was $5,743 and $5,820 at March 31, 2021 and December 31, 2020 respectively. A gain of $154 resulting from the change in fair value of the November 2020 warrants during the quarter ended March 31, 2021 was recognized in the consolidated statement of operations.

 

The fair value of the November 2020 warrants on the various dates discussed above was calculated using a Black-Scholes option pricing model in a Monte Carlo simulation in order to evaluate the downward adjustment mechanism to the exercise price. The assumptions used at the different valuation dates are provided in the table below:

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

 

 

 

2021

 

 

2020

 

Underlying common share fair value (in US$)

 

$

4.13

 

 

$

4.20

 

Remaining life until expiry

 

 

4.6

 

 

 

4.8

 

Volatility

 

 

50.0

%

 

 

49.0

%

Risk-free interest rate

 

 

0.80

%

 

 

0.34

%

Expected dividend rate

 

 

 

 

 

 

Fair value of a warrant calculated using a

   Black-Sholes pricing model (in US$)

 

$

1.38

 

 

$

1.41

 

Fair value of exercise price adjustment mechanism (in US$)

 

$

0.22

 

 

$

0.22

 

Illiquidity discount

 

 

28.0

%

 

 

29.0

%

Fair value of a warrant (in US$)

 

$

1.15

 

 

$

1.16

 

Fair value of a warrant (in CA$)

 

$

1.45

 

 

$

1.47

 

 

 

10.

Long-term debt

The transactions during the quarter ended March 31, 2021 were as follows:

 

 

 

 

 

 

 

 

2021

 

Balance at January 1

 

 

 

$

40,532

 

Stated and accreted interest

 

 

 

 

1,089

 

Repayment of stated interest

 

 

 

 

(973

)

Balance at March 31

 

 

 

 

 

 

$

40,648

 

 


13

 

 


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(In thousands of Canadian dollars) (Unaudited)

 

 

At March 31, 2021, the carrying amount of the debt comprised the following loans:

 

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

2021

 

First term loan having a principal of $10,000 maturing

   on April 23, 2024 bearing stated interest of 8% per annum

   (effective interest rate of 15.05%) 2)

 

 

 

$

8,976

 

Second term loan having a principal of $29,123 maturing on

   April 23, 2024 bearing stated interest of 10% per annum

   (effective interest rate of 10.47%) 2)

 

 

 

 

29,123

 

Secured convertible debentures having an aggregate principal

   amount of $2,410 maturing on March 31, 2022 bearing stated

   interest of 8% per annum (effective interest rate of 8.24%) 1)

 

 

 

 

2,549

 

 

 

 

 

 

 

 

$

40,648

 

Less current portion of long-term debt

 

 

 

 

 

Long-term portion of long-term debt

 

 

 

$

40,648

 

1)The secured convertible debentures are secured by all the assets of Fairhaven. The Company’s security interest created pursuant to its consolidated loan agreement with SALP, its parent, is subordinated to the security interest on the Fairhaven assets.

2) The first and second term loans issued under the consolidated loan agreement with SALP are secured by all the assets of the Company and require that certain covenants be respected including maintaining an adjusted working capital ratio.

 

As at March 31, 2021, the Company was in compliance with all of its covenants under its long-term debt agreements.

 

 

11.

Share capital and other equity instruments

a)

Share capital

Changes in the issued and outstanding common shares of the Company during the quarters ended March 31, 2021 and 2020 were as follows:

 

 

March 31, 2021

 

 

March 31, 2020

 

 

 

Number

 

 

Amount

 

 

Number

 

 

Amount

 

Balance - beginning of period

 

 

29,943,839

 

 

$

977,261

 

 

 

23,313,164

 

 

$

932,951

 

Issued to acquire assets

 

 

 

 

 

 

 

 

96,833

 

 

 

1,240

 

Shares issued pursuant to a restricted share

   units plan (note 11b)

 

 

 

 

 

 

 

 

10,355

 

 

 

9,764

 

Balance - end of period

 

 

29,943,839

 

 

$

977,261

 

 

 

23,420,352

 

 

$

943,955

 

 

On January 29, 2020, the Company issued 96,833 common shares as a consideration for the final payment for the licence acquired on January 29, 2018. This transaction was accounted for as an extinguishment of the license acquisition payment obligation and the difference between the carrying value of the liability of $1,319 and the amount recorded for the shares issued of $1,240, which were valued at the market price of the shares on their date of issuance, was recorded as a gain on extinguishment of liabilities of $79 during the quarter ended March 31, 2020.

14

 

 


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(In thousands of Canadian dollars) (Unaudited)

 

b)

Contributed surplus (Share-based payments)

Stock options

For stock options having a CA$ exercise price, the changes in the number of stock options outstanding during the quarters ended March 31, 2021 and 2020 were as follows:

 

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

average

 

 

 

 

 

 

average

 

 

 

 

 

 

 

 

exercise price

 

 

 

 

 

 

exercise price

 

 

 

 

Number

 

 

(in CA$)

 

 

Number

 

 

(in CA$)

 

Balance - beginning of period

 

 

2,485,555

 

 

$

18.70

 

 

 

2,209,864

 

 

$

38.72

 

Forfeited

 

 

 

(937,496

)

 

 

15.58

 

 

 

(9,827

)

 

 

27.51

 

Expired

 

 

 

 

 

 

 

 

 

(20

)

 

 

1,910.00

 

Balance - end of period

 

 

 

1,548,059

 

 

$

20.59

 

 

 

2,200,017

 

 

$

38.75

 

 

There were no changes in the number of stock options having a US dollar, or US$, exercise price during the quarter ended March 31, 2021. There were no such stock options issued in the comparative period. At March 31, 2021, the number of stock options outstanding by exercise price were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

average

 

 

 

 

 

 

 

 

 

 

 

 

exercise price

 

 

 

 

 

 

 

 

Number

 

 

(in US$)

 

Balance - end of period

 

 

 

 

 

 

 

305,000

 

 

$

4.70

 

 

In March 2020, Liminal’s board of directors approved a plan to reduce the exercise price of the stock options issued in June 2019, held by active employees and directors at the time of the repricing. On May 26, 2020, a revised exercise price, pending approval, of $15.21 was determined, changing the exercise price to the higher of (i) $15.21 and (ii) the five trading-day VWAP of Liminal common shares on the repricing date. On June 8, 2020, the repricing of 1,929,685 of the outstanding stock options having exercise prices of $27.00 and $36.00 to the revised exercise price was approved at the Company’s annual shareholder meeting.

Although the stock options were not repriced until May 26 2020, management concluded that the service period for employees and directors to earn the modified awards had commenced from the date the Company informed the holders of these stock options of the repricing proposal and the expense resulting from the repricing plan should be recognized starting from that date. Using the revised exercise price of $15.21, the Company calculated the final incremental fair value of the repricing on the grant date of May 26, 2020 to be $3,000. This incremental fair-value will be amortized from the services commencement date of March 25 over the remaining vesting period of the repriced options. The incremental grant date fair value of the repriced options was estimated based on the Black-Scholes option-pricing model calculated before and after the effect of the repricing. The following Black-Scholes assumption were used:

 

Expected dividend rate

 

 

Expected volatility of share price

 

93.2

%

Risk-free interest rate

 

0.4

%

Expected life in years

 

6.3

 

Weighted average grant date incremental fair value

$

1.55

 

15

 

 


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(In thousands of Canadian dollars) (Unaudited)

 

 

At March 31, 2021, stock options issued and outstanding denominated in CA$ and US$ by range of exercise price are as follows:

 

 

 

 

 

 

 

 

Weighted

average

 

 

Weighted

 

 

 

 

 

 

Weighted

 

Range of exercise

 

 

 

 

 

remaining

 

 

average

 

 

 

 

 

 

average

 

price for stock option

 

Number

 

 

contractual life

 

 

exercise price

 

 

Number

 

 

exercise price

 

issued in CA$

 

outstanding

 

 

(in years)

 

 

(CA$)

 

 

exercisable

 

 

(CA$)

 

$7.86 - $11.99

 

 

171,250

 

 

 

8.6

 

 

$

9.58

 

 

 

57,969

 

 

$

9.76

 

$

14.06

 

 

372,430

 

 

 

9.2

 

 

 

14.06

 

 

 

30,000

 

 

 

14.06

 

$

15.21

 

 

947,886

 

 

 

8.2

 

 

 

15.21

 

 

 

350,162

 

 

 

15.21

 

$27.00 - $3,170.00

 

 

56,493

 

 

 

7.9

 

 

 

187.20

 

 

 

55,518

 

 

 

177.67

 

 

 

 

 

1,548,059

 

 

 

8.5

 

 

$

20.59

 

 

 

493,649

 

 

$

32.77

 

 

 

 

 

 

 

 

Weighted

average

 

 

Weighted

 

 

 

 

 

 

Weighted

 

Range of exercise

 

 

 

 

 

remaining

 

 

average

 

 

 

 

 

 

average

 

price for stock option

 

Number

 

 

contractual life

 

 

exercise price

 

 

Number

 

 

exercise price

 

issued in US$

 

outstanding

 

 

(in years)

 

 

(US$)

 

 

exercisable

 

 

(US$)

 

$

4.27

 

 

285,000

 

 

 

9.7

 

 

$

4.27

 

 

 

107,500

 

 

$

4.27

 

$

10.80

 

 

20,000

 

 

 

9.5

 

 

 

10.80

 

 

 

1,666

 

 

 

10.80

 

 

 

 

 

305,000

 

 

 

9.7

 

 

$

4.70

 

 

 

109,166

 

 

$

4.27

 

 

A share-based payment compensation expense of $909 was recorded for the options for the quarter ended March 31, 2021 ($2,363 for the quarter ended March 31, 2020).

 

Restricted share units

Changes in the number of restricted share units or RSU outstanding during the quarters ended March 31, 2021 and 2020 were as follows:

 

 

 

 

 

 

March 31, 2021

 

 

March 31,

2020

 

Balance - beginning of period

 

 

 

 

 

4,216

 

 

 

17,565

 

Forfeited

 

 

 

 

 

(24

)

 

 

(24

)

Released

 

 

 

 

 

 

 

 

(10,355

)

Paid in cash

 

 

 

 

 

 

 

 

(2,948

)

Balance - end of period

 

 

 

 

 

4,192

 

 

 

4,238

 

There was no share-based payment compensation expense recorded during the quarter ended March 31, 2021.

 

During the first quarter of 2020, 2,948 RSU were paid in cash resulting in a reduction to contributed surplus of $40. As March 31, 2020, all RSU outstanding were vested. A share-based payment compensation expense of $14 was recorded during the quarter ended March 31, 2020.

16

 

 


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(In thousands of Canadian dollars) (Unaudited)

 

Share-based payments expense

The total share-based payments expense, comprising the above-mentioned expenses for stock options and RSU, has been included in the consolidated statements of operations for the quarters ended March 31, 2021 and 2020 as indicated in the following table:

 

Quarter ended March 31

 

 

 

 

 

 

2021

 

 

2020

 

Loss from discontinued operations

 

 

 

 

 

 

$

(35

)

 

$

7

 

Research and development expenses

 

 

 

 

 

 

 

(30

)

 

 

1,015

 

Administration expenses

 

 

 

 

 

 

 

974

 

 

 

1,355

 

 

 

 

 

 

 

 

$

909

 

 

$

2,377

 

 

c)

Warrants

 

There were no changes in the number of warrants having a CA$ exercise price during the quarters ended March 31, 2021 and 2020. At March 31, 2021 and 2020, the number of stock options outstanding by exercise price were as follows:

 

 

 

 

March 31 2021

 

 

March 31, 2020

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

average

 

 

 

 

 

 

average

 

 

 

 

 

 

 

 

exercise price

 

 

 

 

 

 

exercise price

 

 

 

 

Number

 

 

(CA$)

 

 

Number

 

 

(CA$)

 

Balance of warrants - end of period

 

 

172,735

 

 

$

84.33

 

 

 

172,735

 

 

$

84.33

 

 

There were no changes in the number of warrants having a US$ exercise price during the quarter ended March 31, 2021. These are the same warrants presented as a warrant liability (note 9) and they are listed here with the warrants classified as equity instruments, simply so the readers may see all the warrants outstanding together. There were no warrants having a US$ exercise price issued during the quarter ended March 31, 2020. At March 31, 2021, the number of warrants outstanding by exercise price were as follows:

 

 

 

 

 

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

average

 

 

 

 

 

 

 

 

 

 

 

 

exercise price

 

 

 

 

 

 

 

 

Number

 

 

(US$)

 

Balance of warrants - end of period

 

 

 

 

 

 

7,894,734

 

 

$

5.50

 

 


17

 

 


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(In thousands of Canadian dollars) (Unaudited)

 

 

At March 31, 2021, the weighted average exercise prices (in CA$ or in US$) and expiry dates for the warrants outstanding are as follows:

 

 

 

 

 

 

Number

 

 

Expiry

date

 

Exercise

price

(CA$)

 

 

 

 

 

 

 

4,000

 

 

January 2023

 

 

3,000.00

 

 

 

 

 

 

 

168,735

 

 

April 2027

 

 

15.21

 

Warrants outstanding with an exercise price in CA$

 

 

172,735

 

 

 

 

$

84.33

 

 

 

 

 

 

Number

 

 

Expiry

date

 

Exercise

price

(US$)

 

Warrants outstanding with an exercise price in US$

 

 

7,894,734

 

 

November 2025

 

$

5.50

 

 

 

12.

Government Grants

The Company recognized $2,901 of government grants in connection with the Canada Emergency Wage and Rent Subsidy programs for the quarter ended March 31, 2021 ($nil for the quarter ended March 31, 2020) for continuing and discontinued operations in aggregate. These government grants were recorded as a reduction of salary and rent expenses and are recognized as follows in the consolidated statement of operations:

 

Quarter ended March 31

 

 

 

 

 

2021

 

Research and development expenses

 

 

 

 

 

$

2,156

 

Administration expenses

 

 

 

 

 

 

506

 

Loss from discontinued operations

 

 

 

 

 

 

239

 

 

 

 

 

 

 

$

2,901

 

 

 

13.

Segmented Information

 

The Company has two operating segments at March 31, 2021; the small molecule therapeutics segment and the plasma-derived therapeutics segment.

 

Historically, the plasma-derived therapeutics segment contained two cash-generating units or CGUs: the plasma collection CGU and the Ryplazim CGU. The plasma collection activities have been removed from the plasma-derived therapeutics segment for the current period as they are now presented as discontinued operations (note 4). The comparative information has also been restated to reflect this classification retrospectively.

18

 

 


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(In thousands of Canadian dollars) (Unaudited)

 

Revenues and expenses by operating segments

 

For the quarter ended March 31, 2021

 

Small

molecule

therapeutics

 

 

Plasma-

derived

therapeutics

 

 

Reconciliation

to statement

of operations

 

 

Total

 

Revenues

 

$

 

 

$

 

 

$

210

 

 

$

210

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manufacturing and purchase cost of product

   candidates used for R&D activities

 

 

20

 

 

 

3,474

 

 

 

 

 

 

3,494

 

R&D - Other expenses

 

 

4,660

 

 

 

1,100

 

 

 

(4

)

 

 

5,756

 

Administration expenses

 

 

799

 

 

 

1,410

 

 

 

6,930

 

 

 

9,139

 

Segment loss

 

$

(5,479

)

 

$

(5,984

)

 

$

(6,716

)

 

$

(18,179

)

Gain on foreign exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

 

41

 

Finance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,404

 

Change in fair value of financial instruments

   measured at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(154

)

Net loss before income taxes from

   continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(20,470

)

Other information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

261

 

 

$

850

 

 

$

183

 

 

$

1,294

 

Share-based payment expense

 

 

473

 

 

 

(447

)

 

 

883

 

 

 

909

 

 

For the quarter ended March 31, 2020

 

Small

molecule

therapeutics

 

 

Plasma-

derived

therapeutics

 

 

Reconciliation

to statement

of operations

 

 

Total

 

Revenues

 

$

 

 

$

 

 

$

202

 

 

$

202

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manufacturing and purchase cost of product

   candidates used for R&D activities

 

 

32

 

 

 

8,702

 

 

 

38

 

 

 

8,772

 

R&D - Other expenses

 

 

3,508

 

 

 

3,998

 

 

 

117

 

 

 

7,623

 

Administration expenses

 

 

716

 

 

 

1,785

 

 

 

8,151

 

 

 

10,652

 

Segment loss

 

$

(4,256

)

 

$

(14,485

)

 

$

(8,104

)

 

$

(26,845

)

Gain on foreign exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,061

)

Finance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,515

 

Loss on extinguishments of liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(79

)

Net loss before income taxes from

   continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(27,220

)

Other information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

228

 

 

$

1,018

 

 

$

168

 

 

$

1,414

 

Share-based payment expense

 

 

558

 

 

 

(20

)

 

 

1,815

 

 

 

2,353

 

 

19

 

 


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(In thousands of Canadian dollars) (Unaudited)

 

 

14.

Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Company and other related parties are disclosed below and in other notes accordingly to the nature of the transactions. All material transactions with and balances owed to SALP are disclosed in notes 9, 10, where the transactions are disclosed and otherwise in this note.

These transactions have been recorded at the exchange amount, meaning the amount agreed to between the parties.

During the year ended March 31, 2021, the Company recorded an interest expense and paid interest on the first and second term loans with its parent, SALP, of $1,037 and $973, respectively ($308 and $251, respectively, for the quarter ended March 31, 2020). The Company also recorded professional fee expenses, incurred by the parent and recharged to the Company.

 

 

15.

Subsequent Event

 

On May 14, 2021, the Company signed a share purchase agreement for the sale to Kedrion S.p.A., or Kedrion, of its plasma collection centers operated in Winnipeg, Manitoba and Amherst, New York, through its subsidiaries, Prometic Plasma Resources Inc., and Prometic Plasma Resources (USA) Inc. Subject to the closing of the proposed sale, the Company would receive an aggregate purchase price of US$17 million, representing approximately $20.6 million, and the Company would enter into an option agreement, or the Option, with Kedrion for the right to acquire the remainder of the its plasma-derived therapeutics’ business, including the Ryplazim business, operated through its subsidiaries, Prometic Bioproduction Inc., or PBP, its plasma derived therapeutics’ manufacturing facility, and Prometic Biotherapeutics Inc., or PBT, holder of the Biologics License Application, or BLA, for Ryplazim. The Option would grant Kedrion the right to acquire all of the shares of PBP and PBT by June 15, 2021, for an exercise price of US$5 million payable upon closing of the Option and would entitle the Company to receive up to seventy percent (70%) of the net proceeds which may be received from the sale of a priority review voucher, if granted, associated with a potential U.S. Food and Drug Administration, or FDA, approval of Ryplazim. Upon closing of the exercise of the Option, Kedrion would assume all development, manufacturing and commercialization activities and, operating costs for Ryplazim. Kedrion can extend the Option for a maximum of three months in exchange for an up-front payment of up to US$3 million per month.

20