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Aurinia Pharmaceuticals Inc. Interim Condensed Consolidated Statements of Financial Position (Unaudited) As at

Key Takeaway: Aurinia Pharmaceuticals Inc. Interim Condensed Consolidated Statements of Financial Position (Unaudited) As at June 30, 2018 (expressed in thousands of US dollars) June 30, 2018 $ December 31, 2017 $ Assets Current assets Cash and cash equivalents 132,302 165,629 Sh

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Aurinia Pharmaceuticals Inc. Interim Condensed Consolidated Statements of Financial Position (Unaudited) As at June 30, 2018
(expressed in thousands of US dollars)
June 30, 2018 $ December 31, 2017 $
Assets
Current assets
Cash and cash equivalents 132,302 165,629
Short term investments (note 3) 17,899 7,833
Accounts receivable 307 109
Prepaid expenses and deposits 3,291 1,681
153,799 175,252
Clinical trial contract deposits 658 448
Property and equipment 44 31
Acquired intellectual property and other intangible assets 13,354 14,116
167,855 189,847
Liabilities
Current liabilities
Accounts payable and accrued liabilities 4,886 7,959
Current portion of deferred revenue 118 118
Contingent consideration (note 4) 72 73
5,076 8,150
Deferred revenue 383 442
Contingent consideration (note 4) 3,869 3,719
Derivative warrant liabilities (note 5) 16,357 11,793
25,685 24,104
Shareholders' Equity
Share capital
Common shares (note 6) 503,688 499,200
Warrants (note 6) 18 906
Contributed surplus 22,294 18,360
Accumulated other comprehensive loss (805 ) (883 )
Deficit (383,025 ) (351,840 )
142,170 165,743
167,855 189,847
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Aurinia Pharmaceuticals Inc. Interim Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) For the three and six month periods ended June 30, 2018 and 2017
(expressed in thousands of US dollars, except per share data)
Three months ended Six months ended
June 30, 2018 $ June 30, 2017 $ June 30, 2018 $ June 30, 2017 $
Revenue
Licensing revenue 29 329 59 359
Expenses
Research and development 10,504 7,107 19,391 14,432
Corporate, administration and business development 3,462 2,901 7,253 6,328
Amortization of acquired intellectual property and other intangible assets 397 364 793 721
Amortization of property and equipment 6 6 9 12
Other (income) expense (note 7) (566 ) (152 ) (766 ) (77 )
13,803 10,226 26,680 21,416
Net loss before change in estimated fair value of derivative warrant liabilities (13,774 ) (9,897 ) (26,621 ) (21,057 )
Change in estimated fair value of derivative warrant liabilities (note 5) (1,933 ) 7,498 (4,564 ) (33,283 )
Net loss and comprehensive loss for the period (15,707 ) (2,399 ) (31,185 ) (54,340 )
Net loss per common share (note 8) (expressed in $ per share)
Basic and diluted loss per common share (0.19 ) (0.03 ) (0.37 ) (0.78 )
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Aurinia Pharmaceuticals Inc. Interim Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) For the six month periods ended June 30, 2018 and 2017
(expressed in thousands of US dollars)
Common shares $ Warrants $ Contributed surplus $ Deficit $ Accumulated other comprehensive loss $ Shareholders' equity $
Balance - January 1, 2018 499,200 906 18,360 (351,840 ) (883 ) 165,743
Opening adjustment on change in accounting policy (note 11(a)) - - - - 78 78
Restated equity at the beginning of the period 499,200 906 18,360 (351,840 ) (805 ) 165,821
Exercise of warrants 3,935 (888 ) - - - 3,047
Exercise of stock options 553 - (206 ) - - 347
Stock based compensation - - 4,140 - - 4,140
Net loss and comprehensive loss for the period - - - (31,185 ) - (31,185 )
Balance - June 30, 2018 503,688 18 22,294 (383,025 ) (805 ) 142,170
Balance - January 1, 2017 299,815 971 17,017 (281,048 ) (805 ) 35,950
Issue of common shares (note 6) 173,104 - - - - 173,104
Share issue costs (10,780 ) - - - - (10,780 )
Exercise of warrants 271 (60 ) - - - 211
Exercise of derivative warrants 29,466 - - - - 29,466
Exercise of stock options 4,850 - (2,215 ) - - 2,635
Stock based compensation - - 2,219 - - 2,219
Net loss and comprehensive loss for the period - - (54,340 ) - (54,340 )
Balance - June 30, 2017 496,726 911 17,021 (335,388 ) (805 ) 178,465
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Aurinia Pharmaceuticals Inc. Interim Condensed Consolidated Statements of Cash Flows (Unaudited) For the three and six month periods ended June 30, 2018 and 2017
(expressed in thousands of US dollars)
Three months ended Six months ended
June 30, 2018 $ June 30, 2017 $ June 30, 2018 $ June 30, 2017 $
Cash flow provided by (used in)
Operating activities
Net loss for the period (15,707 ) (2,399 ) (31,185 ) (54,340 )
Adjustments for
Amortization of deferred revenue (29 ) (29 ) (59 ) (59 )
Amortization of property and equipment 6 6 9 12
Amortization of acquired intellectual property and other intangible assets 397 364 793 721
Amortization of short term investment discount (premium) (note 10) 5 (8 ) 11 (14 )
Revaluation of contingent consideration 60 223 149 348
Loss on disposal of equipment - - - 1
Change in estimated fair value of derivative warrant liabilities 1,933 (7,498 ) 4,564 33,283
Stock-based compensation 2,029 978 4,140 2,219
(11,306 ) (8,363 ) (21,578 ) (17,829 )
Contingent consideration milestones paid - (2,150 ) - (2,150 )
Net change in other operating assets and liabilities (note 10) (983 ) (3,485 ) (5,091 ) (3,734 )
Net cash used in operating activities (12,289 ) (13,998 ) (26,669 ) (23,713 )
Investing activities (note 10)
Purchase of short term investments - (10,063 ) (20,000 ) (13,107 )
Proceeds on maturity of short term investments 10,001 3,050 10,001 3,050
Purchase of equipment - (12 ) (22 ) (16 )
Capitalized patent costs (31 ) - (31 ) -
Net cash generated from (used in) investing activities 9,970 (7,025 ) (10,052 ) (10,073 )
Financing activities (note 10)
Net proceeds from issuance of common shares - - - 162,324
Proceeds from exercise of derivative warrants - 19 - 8,684
Proceeds from exercise of warrants 3,047 - 3,047 211
Proceeds from exercise of stock options 347 1,655 347 2,635
Net cash generated from financing activities 3,394 1,674 3,394 173,854
Increase (decrease) in cash and cash equivalents during the period 1,075 (19,349 ) (33,327 ) 140,068
Cash and cash equivalents - Beginning of period 131,227 199,066 165,629 39,649
Cash and cash equivalents - End of period 132,302 179,717 132,302 179,717
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Aurinia Pharmaceuticals Inc. Notes to Interim Condensed Consolidated Financial Statements For the three and six month periods ended June 30, 2018 and 2017
(expressed in US dollars, tabular amounts in thousands)
Aurinia Pharmaceuticals Inc. or the Company is a clinical stage pharmaceutical company, focused on developing and commercializing therapies to treat targeted patient populations that are suffering from serious diseases with a high unmet medical need. The Company is currently developing voclosporin, an investigational drug, for the treatment of lupus nephritis (LN), focal segmental glomerulosclerosis (FSGS), and keratoconjunctivitis sicca (Dry Eye Syndrome).
Aurinia's head office is located at #1203-4464 Markham Street, Victoria, British Columbia, V8Z 7X8. The Company has its registered office located at #201, 17904-105 Avenue, Edmonton, Alberta, T5S 2H5 where the finance function is performed.
Aurinia Pharmaceuticals Inc. is incorporated pursuant to the Business Corporations Act (Alberta). The Company's common shares are currently listed and traded on the NASDAQ Global Market (NASDAQ) under the symbol AUPH and on the Toronto Stock Exchange (TSX) under the symbol AUP.
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Aurinia Pharma U.S., Inc. (Delaware incorporated) and Aurinia Pharma Limited (UK incorporated).
Statement of compliance
These interim condensed consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS), as applicable to interim financial reports including IAS 34, Interim Financial Reporting, and should be read in conjunction with the annual financial statements of the Company for the year ended December 31, 2017 which have been prepared in accordance with IFRS, as issued by International Accounting Standards Board (IASB).
These interim condensed consolidated financial statements were authorized for issue by the audit committee of the Board of Directors on August 7, 2018.
Basis of measurement
The interim condensed consolidated financial statements have been prepared on a going concern and historical cost basis, other than certain financial instruments recognized at fair value.
Functional and presentation currency
These interim condensed consolidated financial statements are presented in United States (US) dollars, which is the Company's functional currency.
New accounting standards adopted
The Company has adopted the accounting standards as described in Note 11 - Changes in accounting policies.
New accounting standard not yet adopted
The Company has not yet adopted the following new and revised standard.
In January, 2016, the IASB issued IFRS 16 Leases, which will replace IAS 17 Leases. Under IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Under IAS 17, lessees were required to make a distinction between a finance lease and an operating lease. IFRS 16 now requires lessees to recognise a lease liability reflecting future lease payments and a right-of-use asset for virtually all lease contracts. There is an optional exemption for certain short-term leases and leases of low-value assets; however, this exemption can only be applied by lessees. The standard is effective for annual periods beginning on or after January 1, 2019, with earlier adoption if IFRS 15 is also applied. We have elected to adopt IFRS 16 effective January 1, 2019. We are still assessing the potential impact that the adoption of IFRS 16 will have on our consolidated financial statements.
Upon adoption of IFRS 9, the Company determined that its business model for managing short term investments is to hold the investments for cash flow collection and this is congruent with the classification of financial assets held at amortized cost outlined in IFRS 9. As a result, on January 1, 2018, the Company has reclassified short term investments originally held as available for sale at December 31,
Aurinia Pharmaceuticals Inc. Notes to Interim Condensed Consolidated Financial Statements For the three and six month periods ended June 30, 2018 and 2017
(expressed in US dollars, tabular amounts in thousands)
2017 to short term investments held at amortized cost without restating comparative information. For further information regarding the adoption of IFRS 9 see note 11.
The Company's classification of short term investments is as noted below:
June 30, 2018 $ December 31, 2017 $
Amortized cost
Canadian Government Bond 3,920 -
Bank of Nova Scotia Treasury Note 3,980 -
U.S Government Treasury Bills 9,999 -
Available for sale (fair value)
Canadian Government Bond - 3,888
Bank of Nova Scotia Treasury Note - 3,945
17,899 7,833
The average duration of the interest-bearing securities is 1.29 years and the average yield to maturity is 1.72%.
For the year ended December 31, 2017 short term investments held at fair value were classified as Level 2 in the fair value hierarchy and the fair value was determined by using quoted market prices.
The outstanding fair value of contingent consideration payable to ILJIN SNT Co., Ltd. (ILJIN) an affiliated shareholder and related party, is the result of an Arrangement Agreement (the Agreement) completed on September 20, 2013 between the Company, Aurinia Pharma Corp. and ILJIN. Pursuant to the Agreement, remaining payments of up to $7,850,000 may be paid dependent on the achievement of pre-defined clinical and marketing milestones.
In the second quarter ended June 30, 2017 the Company paid ILJIN $2,150,000 upon the achievement of two specific milestones reducing the original $10,000,000 contingent consideration to $7,850,000.
At June 30, 2018, if all of the remaining milestones are met, the timing of these payments is estimated to occur as follows:
$
2018 100
2020 2,625
2021 5,125
7,850
The fair value estimates at June 30, 2018 were based on a discount rate of 10% (December 31, 2017 - 10%) and a presumed payment range between 50% and 74% (December 31, 2017 - 50% and 75%). The fair value of this contingent consideration as at June 30, 2018 was estimated to be $3,941,000 (December 31, 2017 - $3,792,000) and was determined by estimating the probability and timing of achieving the milestones and applying the income approach.
The passage of time resulted in a revaluation of contingent consideration expense of $60,000 and $149,000 respectively for the three and six month periods ended June 30, 2018 compared to $223,000 and $348,000 respectively for the same periods in 2017.
This is a Level 3 recurring fair value measurement. If the probability for success were to increase by a factor of 10% for each milestone, this would increase the net present value (NPV) of the obligation by approximately $607,000 as at June 30, 2018. If the probability for success were to decrease by a factor of 10% for each milestone, this would decrease the NPV of the obligation by approximately $607,000 as at June 30, 2018. If the discount rate were to increase to 12%, this would decrease the NPV of the obligation by approximately $185,000. If the discount rate were to decrease to 8%, this would increase the NPV of the obligation by approximately $198,000.
Aurinia Pharmaceuticals Inc. Notes to Interim Condensed Consolidated Financial Statements For the three and six month periods ended June 30, 2018 and 2017
(expressed in US dollars, tabular amounts in thousands)
In accordance with IFRS, a contract to issue a variable number of shares fails to meet the definition of equity and must instead be classified as a derivative liability and measured at fair value with changes in fair value recognized in the consolidated statements of operations and comprehensive loss at each period-end. The derivative liabilities will ultimately be converted into the Company's equity (common shares) when the warrants are exercised, or will be extinguished on the expiry of the outstanding warrants, and will not result in the outlay of any cash by the Company. Immediately prior to exercise, the warrants are remeasured at their estimated fair value. Upon exercise, the intrinsic value is transferred to share capital (the intrinsic value is the share price at the date the warrant is exercised less the exercise price of the warrant) . Any remaining fair value is recorded through the statement of operations and comprehensive loss as part of the change in estimated fair value of derivative warrant liabilities.
December 28, 2016 Warrants February 14, 2014 Warrants Total
# of warrants (in thousands) $ # of warrants (in thousands) $ # of warrants (in thousands) $
Balance at January 1, 2018 3,523 8,948 1,738 2,845 5,261 11,793
Revaluation of derivative warrant liability - 1,903 - 728 - 2,631
Balance at March 31, 2018 3,523 10,851 1,738 3,573 5,261 14,424
Revaluation of derivative warrant liability - 1,231 - 702 - 1,933
Balance at June 30, 2018 3,523 12,082 1,738 4,275 5,261 16,357
Balance at January 1, 2017 6,388 7,405 3,748 1,733 10,136 9,138
Conversion to equity (common shares) upon exercise of warrants (2,859 ) (12,399 ) (516 ) (2,834 ) (3,375 ) (15,233 )
Revaluation of derivative warrant liability upon exercise of warrants - (3,836 ) - (195 ) - (4,031 )
Revaluation of derivative warrant liability - 28,784 - 16,028 - 44,812
Balance at March 31, 2017 3,529 19,954 3,232 14,732 6,761 34,686
Conversion to equity (common shares) upon exercise of warrants (6 ) (23 ) (1,364 ) (5,526 ) (1,370 ) (5,549 )
Revaluation of derivative warrant liability upon exercise of warrants - (8 ) - (773 ) - (781 )
Revaluation of derivative warrant liability - (4,734 ) - (1,983 ) - (6,717 )
Balance at June 30, 2017 3,523 15,189 1,868 6,450 5,391 21,639
Derivative warrant liability related to December 28, 2016 Bought Deal public offering
On December 28, 2016, the Company completed a $28,750,000 Bought Deal public offering (the Offering). Under the terms of the Offering, the Company issued 12,778,000 units at a subscription price per Unit of $2.25, each Unit consisting of one common share and one-half (0.50) of a common share purchase warrant (a Warrant), exercisable for a period of five years from the date of issuance at an exercise price of $3.00. The holders of the Warrants issued pursuant to this offering may elect, if the Company does not have an effective registration statement registering or the prospectus contained therein is not available for the issuance of the Warrant Shares to the holder, in lieu of exercising the Warrants for cash, a cashless exercise option to receive common shares equal to the fair value of the Warrants. The fair value is determined by multiplying the number of Warrants to be exercised by the weighted average market price less the exercise price with the difference divided by the weighted average market price. If a Warrant holder exercises this option, there will be variability in the number of shares issued per Warrant.
At initial recognition on December 28, 2016, the Company recorded a derivative warrant liability of $7,223,000 based on the estimated fair value of the Warrants.
There were no derivative warrant exercises in the three month period ended June 30, 2018.
In the three month period ended March 31, 2017, 2,859,000 warrants were exercised at $3.00 per share for gross proceeds of $8,577,000. As the Company had an effective registration statement during this period these warrants could only be exercised for cash. These Warrants had an estimated fair value of $16,235,000 on the dates of exercise, determined using the Black-Scholes warrant pricing model. Of this amount, $12,399,000 was transferred from derivative warrant liabilities to equity (common shares) and $3,836,000 was recorded through the statement of operations and comprehensive loss as part of the change in estimated fair value of derivative warrant liabilities. In the three month period ended June 30, 2017, 6,000 warrants were exercised at $3.00 per share for gross proceeds of $19,000. As the Company had an effective registration statement during this period these warrants could only be exercised for cash.
Aurinia Pharmaceuticals Inc. Notes to Interim Condensed Consolidated Financial Statements For the three and six month periods ended June 30, 2018 and 2017
(expressed in US dollars, tabular amounts in thousands)
These Warrants had an estimated fair value of $31,000 on the dates of exercise, determined using the Black-Scholes warrant pricing model. Of this amount, $23,000 was transferred from the derivative warrant liabilities to equity (common shares) and $8,000 was recorded through the statement of operations and comprehensive loss as part of the change in estimated fair value of derivative warrant liabilities.
The Company uses the Black-Scholes pricing model to estimate fair value. The Company considers expected volatility of its common shares in estimating its future stock price volatility. The risk-free interest rate for the life of the Warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of issue. The life of warrant is based on the contractual term.
As at June 30, 2018, the Company revalued the remaining derivative warrants at an estimated fair value of $12,082,000 (December 31, 2017 - $8,948,000). The Company recorded an increase in the estimated fair value of the derivative warrant liability of $1,231,000 for the three months ended June 30, 2018 (June 30, 2017 - $4,734,000 - decrease in estimated fair value of the derivative warrant liability).
The following assumptions were used to estimate the fair value of the derivative warrant liability on June 30, 2018 and December 31, 2017.
June 30, 2018 $ December 31, 2017 $
Annualized volatility 55 % 55 %
Risk-free interest rate 2.64 % 2.08 %
Life of warrants in years 3.50 3.99
Dividend rate 0.0 % 0.0 %
Market price 5.63 4.53
Fair value per Warrant 3.43 2.54
Derivative warrant liability related to February 14, 2014 private placement offering
On February 14, 2014, the Company completed a $52,000,000 private placement. Under the terms of the Offering, the Company issued 18,919,404 units at a subscription price per Unit of $2.7485, each Unit consisting of one common share and one-quarter (0.25) of a common share purchase warrant (a Warrant), exercisable for a period of five years from the date of issuance at an exercise price of $3.2204. The holders of the Warrants issued pursuant to the February 14, 2014 private placement may elect, in lieu of exercising the Warrants for cash, a cashless exercise option to receive common shares equal to the fair value of the Warrants based on the number of Warrants to be exercised multiplied by a five-day weighted average market price less the exercise price with the difference divided by the weighted average market price. If a Warrant holder exercises this option, there will be variability in the number of shares issued per Warrant.
There were no derivative warrant exercises in the three month period ended June 30, 2018.
In the three month period ended March 31, 2017, a holder of 489,000 Warrants elected this option and the Company issued 308,000 common shares upon the cashless exercise of these Warrants. These Warrants had an estimated fair value of $2,870,000 on the date of exercise, determined using the Black-Scholes warrant pricing model. In addition, another holder of 27,000 warrants exercised these warrants for cash and received 27,000 common shares. The Company received cash proceeds of $88,000. The exercised warrants had an estimated fair value of $3,029,000 on the date of exercise determined using the Black-Scholes warrant pricing model. Of this amount, $2,834,000 was transferred from derivative warrant liabilities to equity (common shares) and $195,000 was recorded through the statement of operations and comprehensive loss as part of the change in estimated fair value of derivative warrant liabilities. In the three month period ended June 30, 2017, a holder of 1,364,000 Warrants elected this option and the Company issued 749,000 common shares upon the cashless exercise of these Warrants. These Warrants had an estimated fair value of $6,299,000 on the date of exercise, determined using the Black-Scholes warrant pricing model. Of this amount, $5,526,000 was transfered from derivative warrant liabilities to equity (common shares) and $773,000 was recorded through the statement of operations and comprehensive loss as part of the change in estimated fair value of derivative warrant liabilities.
As at June 30, 2018, the Company revalued the remaining derivative warrant liability at an estimated fair value of $4,275,000 (December 31, 2017 - $2,845,000). The Company recorded an increase in the estimated fair value of the derivative warrant liability of $702,000 for the three months ended June 30, 2018 (June 30, 2017 - $1,983,000 - decrease in the estimated fair value of derivative warrant liabilities).
Aurinia Pharmaceuticals Inc. Notes to Interim Condensed Consolidated Financial Statements For the three and six month periods ended June 30, 2018 and 2017
(expressed in US dollars, tabular amounts in thousands)
The Company considers expected volatility of its common shares in estimating its future stock price volatility. The risk-free interest rate for the expected life of the Warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of the grant. The expected life is based on the contractual term.
The Company uses the Black-Scholes pricing model to estimate fair value. The following assumptions were used to estimate the fair value of the derivative warrant liability on June 30, 2018 and December 31, 2017.
June 30, 2018 $ December 31, 2017 $
Annualized volatility 32 % 48 %
Risk-free interest rate 2.29 % 1.76 %
Life of warrants in years 0.63 1.12
Dividend rate 0.0 % 0.0 %
Market price 5.63 4.53
Fair value per Warrant 2.46 1.64
These derivative warrant liabilities are Level 3 recurring fair value measurements.
The key Level 3 inputs used by management to estimate the fair value are the market price and the expected volatility. If the market price were to increase by a factor of 10%, this would increase the estimated fair value of the obligation by approximately $2,737,000 as at June 30, 2018. If the market price were to decrease by a factor of 10%, this would decrease the estimated fair value of the obligation by approximately $2,691,000. If the volatility were to increase by 10%, this would increase the estimated fair value of the obligation by approximately $400,000. If the volatility were to decrease by 10%, this would decrease estimated fair value of the obligation by approximately $388,000 as at June 30, 2018.
Unlimited common shares without par value
Common shares
Number (in thousands) $
Balance as at January 1, 2018 84,052 499,200
Issued pursuant to exercise of warrants 1,158 3,935
Issued pursuant to exercise of stock options 111 553
Balance as at June 30, 2018 85,321 503,688
Balance as at January 1, 2017 52,808 299,815
Issued pursuant to Public Offering 25,645 162,324
Issued pursuant to exercise of warrants 77 271
Issued pursuant to exercise of derivative liability warrants (note 5) 3,949 29,466
Issued pursuant to exercise of stock options 1,006 4,850
Balance as at June 30, 2017 83,485 496,726
March 20, 2017 public offering
On March 20, 2017 the Company completed a public offering of 25,645,000 common shares at a price of $6.75 per share. Gross proceeds from this Offering were $173,104,000 and share issue costs totaled $10,780,000 which included a 6% underwriting commission of $10,386,000 and other offering expenses.
Aurinia Pharmaceuticals Inc. Notes to Interim Condensed Consolidated Financial Statements For the three and six month periods ended June 30, 2018 and 2017
(expressed in US dollars, tabular amounts in thousands)
Warrants
Number (in thousands) $
Balance as at January 1, 2018 1,172 906
Warrants exercised (1,158 ) (888 )
Balance as at June 30, 2018 14 18
Balance as at January 1, 2017 1,257 971
Warrants exercised (77 ) (60 )
Balance as at June 30, 2017 1,180 911
A summary of the outstanding warrants as at June 30, 2018 is presented below:
Expiry date Number (in thousands) Weighted average exercise price $
Exercisable in CA$
December 31, 2018 (CA$2.00) 14 1.52
Exercisable in US$
February 14, 2019 (note 5) 1,738 3.22
December 28, 2021 (note 5) 3,523 3.00
5,275 3.07
A summary of the stock options outstanding as at June 30, 2018 and June 30, 2017 and changes during the periods ended on those dates is presented below:
June 30, 2018 June 30, 2017
Number Weighted average exercise price in CA$ Number Weighted average exercise price in CA$
Outstanding - Beginning of period 4,864 4.80 4,052 3.74
Granted pursuant to Stock Option Plan 2,978 6.53 2,354 5.05
Exercised (111 ) 4.08 (1,005 ) 3.50
Forfeited - - (423 ) 3.54
Outstanding - End of period 7,731 5.48 4,978 4.42
Options exercisable - End of period 3,581 4.68 2,902 3.99
The maximum number of Common Shares issuable under the Stock Option Plan is equal to 12.5% of the issued and outstanding Common Shares at the time the Common Shares are reserved for issuance. As at June 30, 2018 there were 85,321,000 Common Shares of the Company issued and outstanding, resulting in a maximum of 10,665,000 options available for issuance under the Stock Option Plan. An aggregate total of 7,547,000 options are presently outstanding in the Stock Option Plan, representing 8.8% of the issued and outstanding Common Shares of the Company.
On May 2, 2016, the Company granted 200,000 inducement stock options to a new employee pursuant to Section 613(c) of the TSX Company Manual at a price of $2.92 (CA$3.66). These options vest in equal amounts over 36 months and are exercisable for a term of five years. In 2017, this employee exercised 16,000 of these options to hold 184,000. These options are recorded outside of the Company's stock option plan.
Aurinia Pharmaceuticals Inc. Notes to Interim Condensed Consolidated Financial Statements For the three and six month periods ended June 30, 2018 and 2017
(expressed in US dollars, tabular amounts in thousands)
The Stock Option Plan requires the exercise price of each option to be determined by the Board of Directors and not to be less than the closing market price of the Company's stock on the day immediately prior to the date of grant. Any options which expire may be re-granted. The Board of Directors approves the vesting criteria and periods at its discretion. The options issued under the plan are accounted for as equity-settled share-based payments.
A summary of the stock options granted pursuant to the Stock Option Plan for the periods ended June 30, 2018 and June 30, 2017 is presented below:
Six months ended June 30, 2018
Grant date Grant price (5) US$ Grant price (5) CA$ Number
February 1, 2018 - Employees (2) 5.30 6.52 503
February 1, 2018 - Officers (2) 5.30 6.52 1,675
February 5, 2018 - Chief Executive Officer (2) 5.19 6.42 400
February 5, 2018 - Directors (1) 5.19 6.42 150
February 9, 2018 - Director (1) 5.09 6.40 50
February 22, 2018 - Director (1) 5.46 6.92 50
March 21, 2018 - Officer (3) 5.40 7.06 150
2,978
Six months ended June 30, 2017
Grant Date Grant price (5) US$ Grant price (5) CA$ Number
January 20, 2017 - New Director (1) 2.74 3.65 10
January 27, 2017 - Employee (2) 3.02 3.96 25
February 9, 2017 - Chief Executive Officer (4) 3.20 4.21 1,050
February 9, 2017 - Officers (2) 3.20 4.21 747
February 9, 2017 - Employees (2) 3.20 4.21 89
February 16, 2017 - Directors (1) 3.62 4.73 50
April 26, 2017 - Employees (3) 6.95 9.45 233
April 26, 2017 - Directors (3) 6.95 9.45 100
June 23, 2017 - Officer (1) 6.40 8.48 50
2,354
Application of the fair value method resulted in charges to stock-based compensation expense of $2,029,000 and $4,140,000 for the three and six month periods ended June 30, 2018 respectively (2017 - $978,000 and $2,219,000) with corresponding credits to contributed surplus. For the three and six months ended June 30, 2018, stock compensation expense has been allocated to research and development expense in the amount of $770,000 and $1,554,000 respectively (2017 -$260,000 and $419,000) and corporate, administration and business development expense in the amount of $1,259,000 and $2,586,000 respectively (2017 - $718,000 and $1,800,000).
If the stock price volatility was higher by a factor of 10% on the option grant dates in 2018, this would have increased annual stock compensation expense by approximately $223,000. If the stock price volatility was lower by a factor of 10% on the grant date, this would have decreased annual stock compensation expense by approximately $191,000.
Aurinia Pharmaceuticals Inc. Notes to Interim Condensed Consolidated Financial Statements For the three and six month periods ended June 30, 2018 and 2017
(expressed in US dollars, tabular amounts in thousands)
The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted in 2018 and 2017.
The Company considers historical volatility of its common shares in estimating its future stock price volatility. The risk-free interest rate for the expected life of the options was based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of the grant. The expected life is based upon the contractual term, taking into account expected employee exercise and expected post-vesting employment termination behavior.
The following weighted average assumptions were used to estimate the fair value of the options granted during the six months ended June 30, 2018:
June 30, 2018 June 30, 2017
Annualized volatility 55 % 74 %
Risk-free interest rate 2.04 % 1.25 %
Expected life of options in years 4.0 years 6.5 years
Estimated forfeiture rate 22.4 % 25.7 %
Dividend rate 0.0 % 0.0 %
Exercise price $ 5.28 $ 3.80
Market price on date of grant $ 5.28 $ 3.80
Fair value per common share option $ 2.33 $ 2.55
The following table summarizes information on stock options outstanding as at June 30, 2018:
Options outstanding Options exercisable
Range of exercise prices CA$ Number outstanding (in thousands) Weighted average remaining contractual life (years) Number outstanding (in thousands)
3.39 - 4.00 919 3.64 794
4.21 - 5.19 3,096 5.92 2,197
6.40 - 6.92 2,858 9.59 370
7.06 - 9.45 858 9.08 220
7,731 7.36 3,581
Three months ended Six months ended
June 30, 2018 $ June 30, 2017 $ June 30, 2018 $ June 30, 2017 $
Finance income
Interest income (632 ) (419 ) (872 ) (494 )
Other
Revaluation adjustment on contingent consideration (note 4) 60 223 149 348
Foreign exchange (gain) loss and other 6 44 (43 ) 69
66 267 106 417
(566 ) (152 ) (766 ) (77 )
Aurinia Pharmaceuticals Inc. Notes to Interim Condensed Consolidated Financial Statements For the three and six month periods ended June 30, 2018 and 2017
(expressed in US dollars, tabular amounts in thousands)
Basic and diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. In determining diluted net loss per common share, the weighted average number of common shares outstanding is adjusted for stock options and warrants eligible for exercise where the average market price of common shares for the three and six months ended June 30, 2018 exceeds the exercise price. Common shares that could potentially dilute basic net loss per common share in the future that could be issued from the exercise of stock options and warrants were not included in the computation of the diluted loss per common share for the three and six months ended June 30, 2018 and June 30, 2017 because to do so would be anti-dilutive.
The numerator and denominator used in the calculation of historical basic and diluted net loss amounts per common share are as follows:
Last updated: Aug 9, 2018