UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2014
OR
¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-35905
BIOAMBER INC.
(Exact name of registrant as specified in its charter)
Delaware |
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98-0601045 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
Jean-François Huc
President and Chief Executive Officer
BioAmber Inc.
1250 Rene Levesque West, Suite 4110
Montreal, Quebec, Canada H3B 4W8
Telephone: (514) 844-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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¨ |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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x (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of November 12, 2014, there were 21,835,721 shares of the registrant’s Common Stock, $0.01 par value per share, outstanding.
BIOAMBER INC.
Form 10-Q
For the Quarter Ended September 30, 2014
Table of Contents
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Page |
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Item 1. |
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3 |
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3 |
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4 |
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5 |
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6 |
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7 |
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9 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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27 |
Item 3. |
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41 |
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Item 4. |
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41 |
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Item 1. |
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42 |
Item 1A. |
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42 |
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Item 2. |
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43 |
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Item 5. |
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44 |
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Item 6. |
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44 |
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45 |
2
BIOAMBER INC.
Consolidated Statements of Operations
for the three and nine months ended September 30, 2014 and 2013
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2014 |
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2013 |
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2014 |
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2013 |
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$ |
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$ |
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$ |
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$ |
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Revenues |
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Product sales |
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469,315 |
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866,529 |
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1,234,576 |
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2,225,640 |
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Total revenues |
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469,315 |
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866,529 |
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1,234,576 |
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2,225,640 |
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Cost of goods sold excluding depreciation and amortization (Note 17) |
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1,447,819 |
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655,175 |
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3,978,780 |
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2,264,916 |
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Gross profit (loss) |
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(978,504 |
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211,354 |
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(2,744,204 |
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(39,276 |
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Operating expenses |
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General and administrative |
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2,420,584 |
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2,296,293 |
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8,204,822 |
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6,926,688 |
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Research and development, net |
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3,577,733 |
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2,760,006 |
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11,150,536 |
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13,079,726 |
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Sales and marketing |
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954,150 |
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1,073,723 |
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3,803,010 |
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3,821,455 |
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Depreciation of property and equipment and amortization of intangible assets |
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68,645 |
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40,321 |
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188,228 |
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1,112,486 |
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Impairment loss and write-off of property and equipment and of intangible assets |
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— |
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— |
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— |
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8,619,405 |
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Foreign exchange (gain) loss |
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287,671 |
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(111,482 |
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75,857 |
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(228,169 |
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Operating expenses |
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7,308,783 |
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6,058,861 |
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23,422,453 |
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33,331,591 |
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Operating loss |
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8,287,287 |
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5,847,507 |
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26,166,657 |
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33,370,867 |
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Amortization of deferred financing costs and debt discounts |
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72,952 |
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191,289 |
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217,661 |
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377,722 |
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Financial charges (income), net (Note 10) |
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539,138 |
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2,905,722 |
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16,762,658 |
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(7,711,078 |
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Gain on debt extinguishment (Note 8) |
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(451,450 |
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— |
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(451,450 |
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(314,305 |
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Equity participation in (income) losses of equity method investments (Note 3) |
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216 |
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52 |
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108 |
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15,442 |
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Other expense (income), net |
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— |
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— |
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(185,000 |
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— |
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Loss before income taxes |
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8,448,143 |
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8,944,570 |
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42,510,634 |
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25,738,648 |
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Income taxes (Note 14) |
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18,048 |
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22,186 |
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52,738 |
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68,757 |
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Net loss |
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8,466,191 |
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8,966,756 |
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42,563,372 |
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25,807,405 |
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Net loss attributable to: |
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BioAmber Inc. shareholders |
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8,161,302 |
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8,833,499 |
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42,064,908 |
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25,390,632 |
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Non-controlling interest |
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304,889 |
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133,257 |
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498,464 |
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416,773 |
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8,466,191 |
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8,966,756 |
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42,563,372 |
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25,807,405 |
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Net loss per share attributable to BioAmber Inc. shareholders - basic |
$ |
0.39 |
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$ |
0.48 |
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$ |
2.17 |
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$ |
1.74 |
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Weighted-average of common shares outstanding - basic |
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21,054,225 |
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18,419,267 |
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19,405,327 |
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14,620,923 |
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The accompanying notes are an integral part of the consolidated financial statements.
3
BIOAMBER INC.
Consolidated Statements of Comprehensive Loss
For the three and nine months ended September 30, 2014 and 2013
(Unaudited)
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Three Months ended |
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Nine Months ended |
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September 30, |
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September 30, |
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2014 |
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2013 |
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2014 |
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2013 |
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$ |
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$ |
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$ |
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$ |
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Net loss |
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8,466,191 |
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8,966,756 |
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42,563,372 |
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25,807,405 |
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Foreign currency translation adjustment |
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3,703,432 |
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(446,718 |
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3,172,884 |
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172,483 |
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Total comprehensive loss |
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12,169,623 |
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8,520,038 |
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45,736,256 |
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25,979,888 |
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Total comprehensive loss attributable to: |
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BioAmber Inc. shareholders |
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10,968,618 |
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8,100,295 |
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44,442,037 |
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25,570,994 |
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Non-controlling interest |
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1,201,005 |
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419,743 |
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1,294,219 |
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408,894 |
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12,169,623 |
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8,520,038 |
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45,736,256 |
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25,979,888 |
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The accompanying notes are an integral part of the consolidated financial statements.
4
BIOAMBER INC.
September 30, 2014 and December 31, 2013
(Unaudited)
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As of |
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As of |
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September 30, |
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December 31, |
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2014 |
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2013 |
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$ |
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$ |
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Assets |
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Current assets |
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Cash (Note 8 iv)) |
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78,631,664 |
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83,728,199 |
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Accounts receivable |
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334,594 |
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754,987 |
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Inventories (Note 4) |
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2,992,371 |
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2,415,402 |
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Prepaid expenses and deposits (Note 4) |
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1,459,255 |
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5,131,367 |
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Valued added tax, income taxes and other receivables |
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3,243,162 |
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2,262,139 |
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Deferred financing costs |
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— |
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671,270 |
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Total current assets |
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86,661,046 |
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94,963,364 |
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Property and equipment, net (Note 5) |
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69,093,600 |
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13,554,279 |
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Investment in equity method investments (Note 3) |
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34,925 |
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710,033 |
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Intangible assets, net (Note 6) |
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4,304,687 |
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4,158,550 |
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Goodwill |
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634,917 |
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692,788 |
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Restricted cash |
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669,675 |
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— |
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Deferred financing costs (Note 8) |
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1,044,227 |
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— |
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Total assets |
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162,443,077 |
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114,079,014 |
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Liabilities |
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Current liabilities |
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Accounts payable and accrued liabilities (Note 7) |
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16,993,440 |
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7,081,471 |
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Income taxes payable (Note 14) |
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1,008,090 |
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1,120,669 |
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Accounts payable Agro-industries Recherches et Développements (“ARD”) (Note 17) |
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859,358 |
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29,497 |
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Deferred grants (Note 9) |
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2,907,138 |
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3,061,140 |
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Short-term portion of long-term debt (Note 8) |
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12,153,558 |
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6,520,263 |
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Total current liabilities |
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33,921,584 |
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17,813,040 |
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Long-term debt (Note 8) |
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20,372,612 |
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23,209,629 |
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Warrants financial liability (Note 13) |
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20,239,200 |
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5,840,000 |
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Other long-term liabilities |
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116,250 |
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82,500 |
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Total liabilities |
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74,649,646 |
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46,945,169 |
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Commitments and contingencies (Note 11) |
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Redeemable non-controlling interest (Note 12) |
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25,440,406 |
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— |
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Shareholders’ equity |
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Share capital |
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Common stock: |
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$0.01 par value per share; 250,000,000 authorized, 21,809,099 and 18,558,369 issued and outstanding at September 30, 2014 and December 31, 2013, respectively |
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218,091 |
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185,584 |
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Additional paid-in capital |
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219,045,886 |
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177,275,934 |
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Warrants |
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2,949,018 |
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2,964,335 |
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Accumulated deficit |
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(157,108,858 |
) |
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(115,043,950 |
) |
Accumulated other comprehensive income (loss) |
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(2,751,112 |
) |
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(373,983 |
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Total BioAmber Inc. shareholders’ equity |
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62,353,025 |
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65,007,920 |
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Non-controlling interest (Note 12) |
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— |
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2,125,925 |
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Total shareholders’ equity |
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62,353,025 |
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67,133,845 |
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Total liabilities and equity |
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162,443,077 |
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114,079,014 |
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The accompanying notes are an integral part of the consolidated financial statements.
5
BIOAMBER INC.
Consolidated Statements of Shareholders’ Equity
for the period from January 1, 2013 to September 30, 2014
(in U.S. dollars, except for shares data)
(Unaudited)
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Common stock |
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Additional paid-in capital |
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Warrants |
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Accumulated deficit |
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Accumulated other comprehensive loss |
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Non-controlling interest |
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Total shareholders' equity |
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Shares |
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Par value |
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Shares |
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Par value |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Balance at January 1, 2013 |
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10,349,815 |
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103,498 |
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113,780,846 |
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1,457,855 |
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3,074,957 |
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(81,826,192 |
) |
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(94,969 |
) |
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2,759,435 |
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37,797,575 |
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Release of shares - Sinoven |
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63,000 |
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630 |
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(630 |
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— |
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— |
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— |
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— |
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— |
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— |
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Cancelation of shares - Sinoven |
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— |
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— |
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(140,000 |
) |
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— |
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— |
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— |
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— |
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— |
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(140,000 |
) |
Stock-based compensation (Note 13) |
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— |
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— |
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6,731,539 |
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— |
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— |
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— |
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— |
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— |
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6,731,539 |
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IPO proceeds |
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8,000,000 |
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|
80,000 |
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79,920,000 |
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— |
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— |
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— |
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— |
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— |
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80,000,000 |
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IPO costs |
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— |
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— |
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(7,136,291 |
) |
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— |
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— |
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— |
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— |
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— |
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(7,136,291 |
) |
Warrants issued at IPO |
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(16,148,000 |
) |
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— |
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— |
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— |
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— |
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— |
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(16,148,000 |
) |
Warrants exercised |
|
|
145,554 |
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|
1,456 |
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|
268,470 |
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(145,554 |
) |
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|
(110,622 |
) |
|
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— |
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— |
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|
— |
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|
|
159,304 |
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Net loss |
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— |
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— |
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|
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— |
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|
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— |
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|
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— |
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|
(33,217,758 |
) |
|
|
— |
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|
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(573,524 |
) |
|
|
(33,791,282 |
) |
Foreign currency translation |
|
|
— |
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|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(279,014 |
) |
|
|
(59,986 |
) |
|
|
(339,000 |
) |
Balance at December 31, 2013 |
|
|
18,558,369 |
|
|
|
185,584 |
|
|
|
177,275,934 |
|
|
|
1,312,301 |
|
|
|
2,964,335 |
|
|
|
(115,043,950 |
) |
|
|
(373,983 |
) |
|
|
2,125,925 |
|
|
|
67,133,845 |
|
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|
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|
|
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|
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|
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|
|
|
|
Balance at December 31, 2013 |
|
|
18,558,369 |
|
|
|
185,584 |
|
|
|
177,275,934 |
|
|
|
1,312,301 |
|
|
|
2,964,335 |
|
|
|
(115,043,950 |
) |
|
|
(373,983 |
) |
|
|
2,125,925 |
|
|
|
67,133,845 |
|
Stock-based compensation (Note 13) |
|
|
— |
|
|
|
— |
|
|
|
5,565,072 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,565,072 |
|
Reclassification of non-controlling interest to redeemable non-controlling interest (Note 12) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,125,925 |
) |
|
|
(2,125,925 |
) |
Issuance of shares , net of issuance costs |
|
|
3,220,000 |
|
|
|
32,200 |
|
|
|
36,027,708 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
36,059,908 |
|
Warrants exercised |
|
|
6,930 |
|
|
|
69 |
|
|
|
38,698 |
|
|
|
(6,930 |
) |
|
|
(15,317 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
23,450 |
|
Stock options exercised |
|
|
23,800 |
|
|
|
238 |
|
|
|
138,474 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
138,712 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(42,064,908 |
) |
|
|
— |
|
|
|
— |
|
|
|
(42,064,908 |
) |
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,377,129 |
) |
|
|
— |
|
|
|
(2,377,129 |
) |
Balance at September 30, 2014 |
|
|
21,809,099 |
|
|
|
218,091 |
|
|
|
219,045,886 |
|
|
|
1,305,371 |
|
|
|
2,949,018 |
|
|
|
(157,108,858 |
) |
|
|
(2,751,112 |
) |
|
|
— |
|
|
|
62,353,025 |
|
The accompanying notes are integral part of the consolidated financial statements.
6
BIOAMBER INC.
Consolidated Statements of Cash Flows
for three and nine months ended September 30, 2014 and 2013
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(8,466,191 |
) |
|
|
(8,966,756 |
) |
|
|
(42,563,372 |
) |
|
|
(25,807,405 |
) |
Adjustments to reconcile net loss to cash: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
1,043,431 |
|
|
|
986,153 |
|
|
|
5,565,072 |
|
|
|
5,462,744 |
|
Depreciation of property and equipment and amortization of intangible assets |
|
|
68,645 |
|
|
|
40,321 |
|
|
|
188,228 |
|
|
|
1,112,486 |
|
Impairment loss and write-off of property and equipment and of intangible assets |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,619,405 |
|
Amortization of deferred financing costs and debt discounts |
|
|
72,952 |
|
|
|
191,289 |
|
|
|
217,661 |
|
|
|
377,722 |
|
Equity participation in losses of equity method investments |
|
|
216 |
|
|
|
52 |
|
|
|
108 |
|
|
|
15,442 |
|
Other long-term liabilities |
|
|
11,250 |
|
|
|
11,250 |
|
|
|
33,750 |
|
|
|
33,750 |
|
Financial charges (income), net (Note 10) |
|
|
312 |
|
|
|
2,251,595 |
|
|
|
15,114,674 |
|
|
|
(9,496,405 |
) |
(Gain) loss on debt extinguishment (Note 8) |
|
|
(451,450 |
) |
|
|
— |
|
|
|
(451,450 |
) |
|
|
(314,305 |
) |
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in accounts receivable |
|
|
292,914 |
|
|
|
53,154 |
|
|
|
420,393 |
|
|
|
22,030 |
|
Change in inventories |
|
|
985,289 |
|
|
|
(481,957 |
) |
|
|
(576,969 |
) |
|
|
(903,148 |
) |
Change in prepaid expenses and deposits |
|
|
1,859,474 |
|
|
|
424,042 |
|
|
|
3,111,550 |
|
|
|
(2,970,633 |
) |
Change in research and development tax credits receivable, value added tax, income taxes and other receivables |
|
|
18,272 |
|
|
|
617,551 |
|
|
|
(1,228,144 |
) |
|
|
529,475 |
|
Change in accounts payable to ARD |
|
|
(1,779,822 |
) |
|
|
162,657 |
|
|
|
826,640 |
|
|
|
43,786 |
|
Change in accounts payable and accrued liabilities |
|
|
4,092,090 |
|
|
|
(631,267 |
) |
|
|
9,138,372 |
|
|
|
564,407 |
|
Net cash used in operating activities |
|
|
(2,252,618 |
) |
|
|
(5,341,916 |
) |
|
|
(10,203,487 |
) |
|
|
(22,710,649 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property and equipment and intangible assets |
|
|
(26,745,899 |
) |
|
|
(2,494,138 |
) |
|
|
(59,474,178 |
) |
|
|
(4,606,597 |
) |
Change in restricted cash |
|
|
— |
|
|
|
— |
|
|
|
(678,450 |
) |
|
— |
|
|
Capital distribution from equity method investments (Note 3) |
|
|
— |
|
|
|
— |
|
|
|
675,000 |
|
|
— |
|
|
Net cash used in investing activities |
|
|
(26,745,899 |
) |
|
|
(2,494,138 |
) |
|
|
(59,477,628 |
) |
|
|
(4,606,597 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred financing costs |
|
|
69,638 |
|
|
|
49,190 |
|
|
|
(491,462 |
) |
|