EX-99.2 3 neptune041408exh992.htm FINANICAL STATEMENTS FOR THE THIRD QUARTER Neptune Technologies & Bioressources Inc.: Exhibit 99.2 - Prepared by TNT Filings Inc.

 

 

 

 

Third Quarterly Report
Ending February 29, 2008

 

Financial Statements


 

 


Neptune Technologies & Bioressources Inc.
 

Consolidated Balance Sheet

 

 

Unaudited

 

Audited

February 29, 2008 and May 31, 2007

 

February 29,

 

May 31,

 

 

2008

 

2007

 

 

 

 

 

ASSETS

 

 

 

 

Current assets

 

 

 

 

Cash and cash equivalents

$

684,786

$

659,354

Short term deposits (3.55%)

 

2,630,778

 

2,750,323

Accounts receivable

 

3,785,363

 

3,067,381

Tax credits receivable

 

121,746

 

100,858

Inventories

 

1,941,314

 

2,115,652

Prepaid expenses

 

108,590

 

53,039

 

 

9,272,577

 

8,746,607

Property, plant and equipment

 

4,077,193

 

4,310,360

Intangible assets

 

750,421

 

560,620

Other assets

 

5,917

 

18,385

 

$

14,106,108

$

13,635,972

 

 

 

 

 

LIABILITIES

 

 

 

 

Current liabilities

 

 

 

 

Bank loan

$

220,000

$

210,000

Accounts payable and accrued liabilities

 

 

 

 

Company controlled by an officer and director

 

28,285

 

46,134

Other

 

1,341,968

 

1,432,785

Current portion of long-term debt

 

963,994

 

942,969

 

 

2,554,247

 

2,631,888

Advance Payments (note 4)

 

818,210

 

-

Long-term debt (note 6)

 

2,676,940

 

3,295,312

 

 

6,049,397

 

5,927,200

 

 

 

 

 

SHAREHOLDERS EQUITY

 

 

 

 

Capital stock and warrants (Note 7)

 

24,871,152

 

23,182,472

Contributed surplus

 

5,134,613

 

2,974,533

Deficit

 

(21,949,054)

 

(18,448,233)

 

 

8,056,711

 

7,708,772

 

$

14,106,108

$

13,635,972

See acompanying notes to unaudited consolidated financial statements

 


Neptune Technologies & Bioressources Inc.
(unaudited)

Consolidated Statements of Deficit

Periods ended February 29, 2008 and 2007                
   

2008

 

2007

 

2008

 

2007

    (3 months)   (3 months)   (9 months)   (9 months)
Balance, beginning of period $ (21,062,897) $ (16,315,663) $ (18,448,233) $ (15,237,262)
Net loss   (886,157)   (454,512)   (3,500,821)   (1,189,225)
Share issue expenses  

-

  (16,981)  

-

  (360,669)
Warrants issue expenses  

-

  (172,869)  

-

  (172,869)
Balance, end of period $ (21,949,054) $ (16,960,025) $ (21,949,054) $ (16,960,025)

Consolidated Statements of Contributed Surplus
Periods ended February 29, 2008 and 2007

   

2008

 

2007

 

2008

 

2007

    (3 months)   (3 months)   (9 months)   (9 months)
Balance, beginning of period $

4,339,145

$

2,235,836

$

2,974,533

$

1,172,116

Exercised options   (117,492)   (608,570)   (1,023,847)   (608,570)
Stock-based compensation  

912,960

 

886,996

 

3,183,927

 

1,950,716

Balance, end of period $

5,134,613

$

2,514,262

$

5,134,613

$

2,514,262

See acompanying notes to unaudited consolidated financial statements

 


Neptune Technologies & Bioressources Inc.
(unaudited)

Consolidated Statements of Earnings

Periods ended February 29, 2008 and 2007

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

2008

 

2007

 

 

(3 months)

 

(3 months)

 

(9 months)

 

(9 months)

Sales

$

2,875,411

$

2,889,226

$

7,129,556

$

6,388,310

Cost of sales and operating expenses (excluding amortization and stock based compensation)

 

2,385,123

 

2,108,677

 

6,078,875

 

4,614,078

Stock options based compensation

 

912,960

 

886,996

 

3,183,927

 

1,950,716

Research and development expenses

 

172,531

 

86,241

 

373,964

 

236,251

Financial expenses

 

123,473

 

146,299

 

391,291

 

429,440

Amortization

 

150,548

 

166,362

 

441,316

 

477,964

 

 

3,744,635

 

3,394,575

 

10,469,373

 

7,708,449

Loss before the undernoted

 

(869,224)

 

(505,349)

 

(3,339,817)

 

(1,320,139)

Interest income

 

30,743

 

24,346

 

73,526

 

29,215

Foreign exchange gain (loss)

 

(47,676)

 

26,491

 

(234,530)

 

101,699

Net loss

$

(866,157)

$

(454,512)

$

(3,500,821)

$

(1,189,225)

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

$

(0.024)

$

(0.013)

$

(0.095)

$

(0.034)

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

37,376,985

 

36,210,089

 

37,076,672

 

35,096,076

See acompanying notes to unaudited consolidated financial statements

 


Neptune Technologies & Bioressources Inc.
(unaudited)

Consolidated Statements of Cash Flows

Periods ended February 29, 2008 and 2007

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

2008

 

2007

 

 

(3 months)

 

(3 months)

 

(9 months)

 

(9 months)

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net loss

$

(886,157)

$

(454,512)

$

(3,500,821)

$

(1,189,225)

Non-cash items

 

 

 

 

 

 

 

 

Property, plant and equipment amortization

 

144,868

 

164,119

 

429,780

 

468,887

Intangible assets amortization

 

5,680

 

2,243

 

11,536

 

6,728

Deferred financing cost amortization

 

4,156

 

4,156

 

12,468

 

12,468

Stock-based compensation - employees

 

912,960

 

886,996

 

3,183,927

 

1,950,716

Changes in working capital items (Note 5)

 

(152,867)

 

(980,319)

 

(728,749)

 

(2,930,120)

Cash flow from operating activities

 

28,640

 

(377,317)

 

(591,859)

 

(1,680,546)

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Addition to property, plant and equipment

 

(121,046)

 

(71,624)

 

(196,613)

 

(982,484)

Addition to intangible assets

 

(57,661)

 

(20,642)

 

(201,337)

 

(44,561)

Decrease (increase) in short term deposits

 

(15,881)

 

976,435

 

119,545

 

(2,473,565)

Cash flows from investing activities

 

(194,588)

 

884,169

 

(278,405)

 

(3,500,610)

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Increase (decrease) in bank loan

 

(180,000)

 

-

 

10,000

 

(40,000)

Increase in long-term debt

 

-

 

-

 

-

 

855,000

Repayment of long-term debt

 

(148,800)

 

(240,555)

 

(597,347)

 

(452,690)

Issue of share capital

 

-

 

-

 

-

 

4,500,000

Advanced payments

 

-

 

-

 

818,210

 

-

Issue of share capital on exercice of options and warrants

 

152,839

 

72,406

 

664,833

 

170,664

Share issue expenses

 

-

 

(16,981)

 

-

 

(360,669)

Cash flows from financing activities

 

(175,961)

 

(185,130)

 

895,696

 

4,672,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(341,909)

 

321,722

 

25,432

 

(508,851)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, at the beginning

 

1,026,695

 

45,328

 

659,354

 

875,901

Cash and cash equivalents, at the end

$

684,786

$

367,050

$

684,786

$

367,050

See acompanying notes to unaudited consolidated financial statements

 


Neptune Technologies & Bioressources Inc.
(unaudited)

Notes to Consolidated Financial Statements

Periods ended February 29, 2008 and 2007

1 - BASIS OF PRESENTATION

The interim consolidated financial statements have not been reviewed by the auditors and reflect normal and recurring adjustments which are, in the opinion of Neptune Technologies & Bioressources Inc. (the “Company”), considered necessary for a fair presentation. These interim unaudited consolidated financial statements have been prepared in conformity with Canadian generally accepted accounting principles. However, they do not include all disclosures required under generally accepted accounting principles and accordingly should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest Annual Report. The interim unaudited consolidated financial statements have been prepared using the same accounting policies as described in the latest Annual Report.

2 - CHANGES TO ACCOUNTING POLICIES

Effective June 1, 2007, the Company adopted the Canadian Institute of Chartered Accountants (CICA) Handbook Section 1530, Comprehensive Income , Section 3855, Financial Instruments – Recognition and Measurement and Section 3865, Hedges . The significant changes related to these new accounting standards are as follows:

a) Comprehensive income

CICA Handbook Section 1530, Comprehensive Income, introduces a new financial statement which shows the change in equity of an enterprise during a period from transactions and other events arising from non-owner sources. No adjustments were required as a result of the application of this section for the nine-month period ended February 29, 2008.

b) Financial assets and financial liabilities, and Hedges

CICA Handbook Section 3855 establishes standards for recognizing and measuring financial assets, financial liabilities and non-financial derivatives. Under this standard, financial instruments are now classified as held-for-trading, available-for-sale, held-to-maturity, loans and receivables, or other financial liabilities and measurement in subsequent periods depends on their classification. Transaction costs are expensed as incurred for financial instruments classified as held-for-trading. For other financial instruments, transaction costs are capitalized on initial recognition and must be classified against the underlying financial instruments.

Financial assets and financial liabilities held-for-trading are measured at fair value with changes in those fair values recognized in financial expenses. Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method of amortization. Available-for-sale financial assets are measured at fair value or at cost in the case of financial assets that do not have a quoted market price in an active market and changes in fair value are recorded in comprehensive income.

The Company classified its cash and cash equivalents and its short terms deposits as financial assets held-for-trading. Accounts receivable and the subordinated loan to an affiliated company and interest receivable are classified as loans and receivables. Accounts payable and accrued liabilities and tax credits receivable are classified as other financial liabilities.

CICA Handbook Section 3865, Hedges, specifies the criteria under which hedge accounting may be applied, how hedges accounting should be performed under permitted hedging strategies and required disclosures.

The adoption of these new sections had no impact on the consolidated financial statements for the nine-month period ended February 29, 2008.


3 - RELATED PARTY TRANSACTION

The Company entered into an agreement with a shareholder, (a company controlled by an officer and director), as of June 1, 2002, calling for royalties to be paid in semi-annual instalments equal to 1% of net annual sales, for an unlimited period. The amount paid cannot exceed net earnings before interest, taxes and amortization. For the period ended February 29, 2008, total royalties amount to $71,291 ($81,206 in 2007). As of February 29, 2008, the balance due to this shareholder under this agreement amounts to $28,285 ($46,134 as of May 31, 2007). This amount is presented in the balance sheet under accounts payable and accrued liabilities.

These transactions occurred in the normal course of operations and are measured at the exchange amount, which is the amount of consideration determined and accepted by the parties involved.

4 - PARTNERSHIPS AND COLLABORATIONS AGREEMENTS

During the first quarter, the company received a first payment of $718,350 out of many amounts scheduled under the terms of a partnership agreement entered in June 2007. This amount is recorded under advanced payment. The agreement foresees the Company’s commitment of developing a clinical research program and the development of products incorporating Neptune krill oil (“NKO™”) in a dietary matrix. The initial payment is reimbursable only if the parties fails to meet certain common research objectives and milestones within the development process prior to the release of the products on the market.

During the 2nd quarter, the company reiceived a payment of $99,860 under the terms of a collaboration agreement for a clinical study concluded in May2007. This amount is recorded under advanced payments. The agreement foresees the Company’s commitment to implement a research project on the effects of Neptune krill oil and Neptune phospholipid concentrates on certain neuro-degenerative health conditions. This amount is uniquely reimbursable if a license or a license option is signed by Neptune concerning the use of the clinical study’s results with a third party other than the one currently involved in the agreement.  For the nine-month period ended February 29, 2008, no revenues were recognized relatively to these two agreements.

5 - INFORMATION INCLUDED IN THE STATEMENT OF CASH FLOWS

Net changes in working capital items are detailed as follows:

 

 

Three months ended

 

Nine months ended

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Accounts receivable

$

(982,348)

$

(1,414,980)

$

(717,982)

$

(2,211,924)

Tax credits receivable

 

40,118

 

89,691

 

(20,888)

 

52,811

Inventories

 

856,047

 

610,894

 

174,338

 

(626,418)

Prepaid expenses

 

(56,070)

 

82,952

 

(55,551)

 

76,099

Accounts payable and accrued liabilities

 

(10,614)

 

(348,876)

 

(108,666)

 

(220,688)

 

$

(152,867)

$

(980,319)

$

(728,749)

$

(2,930,120)

 


6 - LONG-TERM DEBT

 

 

February 29

 

May 31

 

 

2008

 

2007

 

 

 

 

 

Mortgage loan, $1,200,000 par value, secured by processing and laboratory equipment having an amortized cost of $2,065,533 as of February 29, 2008, prime rate plus 6.75% (14,50% as of February 29, 14.75% as of May 31, 2007), payable in monthly principal instalments of $26,650, maturing in February 2010

$

640,300

$

880,150

 

 

 

 

 

Mortgage loan, $980,000 par value less the net value of series "E" warrants, secured by the universality of property, weekly variable interest rate determined by the lender plus 5% (effective rate 12.46% as of February 29, 2008, and 13.55% as of May 31, 2007), payable in 60 monthly principal instalments of $16,333, maturing in September 2011

 

675,988

 

818,298

 

 

 

 

 

Mortgage loan, $1,500,000 par value less the net value of the issued shares, secured by the universality of property, weekly variable interest rate determined by the lender plus 3% (effective rate 12.25% as of February 29, 2008 and 11.92% as of May 31, 2007), payable in 60 monthly principal instalments of $25,000, maturing in September 2011

 

1,024,807

 

1,238,006

 

 

 

 

 

Mortgage loan, $855,000 par value, secured by the plant, payable in 10 years, fixed interest rate of 7.77% (on 10 yrs), payable in the first 10 years until 2017 in monthly principal of $8,058. Balance to be renegociated in 10 yrs capital instalments of $25,000, maturing in September 2011

 

812,806

 

836,813

 

 

 

 

 

Second rank mortgage loan, following plant acquisition, $399,750 par value, representing the balance of sale, secured by the plant, fixed interest rate of 10.25%, payable in 5 years, monthly principal instalments of $8,501.

 

311,853

 

357,265

 

 

 

 

 

Obligations under capital leases, interest rates varying from 0.00% to 15.46%, payable in average monthly instalments of $2,108 ($2,261 in 2007), maturing at different dates until November 2010

 

122,680

 

55,249

 

 

 

 

 

Refundable contribution obtained from a Federal subsidy program available for small and medium enterprises, without pledge or interest, payable in 8 consecutive biannual instalments 2 years after the project ends.

 

52,500

 

52,500

 

 

 

 

 

 

 

3,640,934

 

4,238,281

 

 

 

 

 

Current portion of long-term debt

 

963,994

 

942,969

 

$

2,676,940

$

3,295,312

Under these mortgage loans, the company is required to maintain certain financial ratios.


7 - CAPITAL STOCK AND WARRANTS

  February 29   May 31
  2008   2007
       
Issued and fully paid      
37,423,797 common shares (36,729,547 as of May 31, 2007) 24,808,327 $ 23,119,647
31,618 warrants 62,825   62,825
  24,871,152 $ 23,182,472
       
  Number of    
  shares   Consideration
       
Common Shares      
Balance as of May 31, 2005 25,594,805   10,656,737
Issued following the conversion of debentures 3,800,000   3,881,512
Issued for cash 600,000   600,000
Issued as settlement of expenses 288,188   288,188
Issued following the exercise of stock options 733,375   416,499
Issued following the exercise of warrants 3,275,922   1,159,073
Balance as of May 31, 2006 34,292,290   17,002,009
Issued following private placement 1,500,000   4,500,000
Issued following the exercise of stock options 881,875   1,313,757
Issued following the exercise of warrants 55,382   303,881
Balance as of May 31, 2007 36,729,547   23,119,647
Issued following the exercise of stock options 694,250   1,688,680
Balance as of February 29, 2008 37,423,797 $ 24,808,327

 


8 - STOCK-BASED COMPENSATION PLAN

The Company has initiated a stock-based compensation plan for administrators, officers, employees and consultants.

On October 3rd 2007, the Company revised the exercise price of stock options outstanding granted to employees (non-officers) between May 1st, 2007 and June 6, 2007 at a price of $5.50 per share. In accordance with CICA Handbook Section 3870, Stock-Based Compensation and Other Stock-Based Payment . The modification of the exercice price of the options has been treated as if it were an exchange of the original award for a new award. This modification resulted in an additional expense of $44,303. From this amount, $36,809 has been recorded as an expense in the earnings of nine months period ended February 29, 2008. The remaining $7,494 will be amortized over the remaining periods when the rights will be acquired by non-officers employees.

Activities within the plan are detailed as follows:

 

 

February 29. 2008

 

May 31, 2007

 

 

Weighted

 

Weighted

 

 

average

 

average

 

Number of

exercise

Number of

exercise

 

options

price

options

price

 

 

$

 

$

Options outstanding, beginning of year (a)

4,970,000

2.40

3,703,875

0.45

Granted

460,000

6.92

2,597,500

4.89

Exercised

(694,250)

0.96

(881,875)

0.32

Cancelled

(231,063)

6.25

(449,500)

2.84

Options oustanding, 9 months period ended February 29, 2008

4,504,687

2.89

4,970,000

2.58

Exercisable options, 9 months period ended February 29, 2008

2,925,300

2.20

1,618,375

0.84

(a): The 4,970,000 options outstanding at the beginning of the year includes 485,000 stock options that underwent a revision in their exercise price from $7.25

 

 

 

 

February 29, 2008

 

Options outstanding

 

Exercisable options

 

Weighted

Weighted

Number

Number

Weighted

 

average

remaining

of options

of options

average

 

exercise

contractual

outstanding

exercisable

exercise

 

price

life

 

 

price

 

 

outstanding

 

 

 

 

$

 

 

 

$

0.25

0.25

1.87

1,578,875

1,198,375

0.25

1.00

1.00

2.84

458,000

458,000

0.99

2.60 to 3.00

2.63

3.28

838,625

584,500

2.62

3.50

3.50

3.63

40,000

40,000

3.50

4.25

4.25

3.87

20,000

6,000

4.25

5.50 to 5.75

5.59

1.49

1,005,000

389,750

5.61

7.25 to 7.50

7.30

4.01

564,187

248,675

7.29

 

2.89

2.71

4,504,687

2,925,300

2.20

 


9 - SEGMENT DISCLOSURES

Descriptive information on the Company's reportable segments

The Company has only one reportable operating segment: processing and commercializing products derived from marine biomasses.

Geographic information

All the Company's assets are located in Canada.

The Company sales are attributed based on the customer's area of residency:

 

 

 

Three month ended

 

Nine month ended

 

 

 

February 29

 

February 29

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Canada

$

660,068

$

608,813

$

904,151

$

833,452

United States

 

1,615,524

 

2,023,032

 

3,892,188

 

4,145,583

Europe

 

509,005

 

200,989

 

1,301,005

 

1,195,586

Asia / Oceania

 

90,814

 

56,392

 

1,032,212

 

213,689

 

$

2,875,411

$

2,889,226

$

7,129,556

$

6,388,310

Information about major customers

During the nine-month period ended February 29, 2008, the Company realized sales amounting to $2,660,724 from three costumers ($2,163,374 from two costumers in 2007).

10 - CORRESPONDING CONSOLIDATED FINANCIAL STATEMENTS

Some comparative figures have been reclassified to conform with the presentation adopted in this period.