Opsens
Annual Report 2010

Plain-text annual report

M eas ure... I Mprove Medical Device Oil and Gas AnnuAl RepoRt 2010 Corporate PrOfile opsens is a leading developer, manufacturer, supplier and installer of a wide range of fiber optic solutions based on proprietary patented technologies. opsens provides sensors for the measurement of pressure, temperature, displacement and strain to original equipment manufacturers (oeM) and end users in the oil and gas, medical and laboratories fields. opsens’ sensors provide long-term accuracy and reliability in the harshest environments. HigHligHts 2010 • • • September 2010 inCreasing reveNue new president to lead oil and gas operations – opsens has chosen a veteran of the oil and gas industry to lead the team and promote our solutions to the heavy oil market. $ 3.1 million 5.2 million • • • August 2010 Appointment of three directors – these directors bring solid experience in oil and gas and medical instrumentation. Sale of high-power transformer division for uS$3.1 million allows opsens to focus on markets with higher growth potential, where we want to become leaders, namely oil and gas, medical instrumentation and laboratories. • • • May 2010 Receipt of order to instrument observation wells in a Co2-eoR project. Co2 injection for oil recovery allows producers to stimulate oil production and permanently store Co2 in underground geological formations. this method contributes to the reduction of greenhouse gas emissions. Intellectual property and opsens’ expertise are key elements in its positioning in the market. • • • April 2010 Receipt of an order to instrument five wells with the opp-W system from a recurring client. • • • february 2010 Closing of a private placement of $3.6 million at $0.85 a unit. • • • January 2010 Abiomed announces a partnership with opsens to integrate opsens’ sensor to the Impella heart pump. opsens has been providing components to oeM and end-users in the oil and gas, medical and laboratory fields for years. the benefits of sensing solutions are increasingly recognized in the medical field. For opsens, the integration of its fiber optic pressure sensor in a product like Impella, a miniature cardiac pump, is recognition of its efficiency and safety and is a strong basis for the marketing of its own medical instrumentation product for Fractional Flow Reserve (FFR) measurement. 2009 2010 WHy invest iN OPSeNS its target markets − opsens’ products target markets with growing needs to measure pressure and temperature in hostile environments, particularly oil and gas and medical instrumentation. − opsens targets major, well-recognized companies who constantly work at improving their methods and operations. its offer − opsens’ products have proven themselves. − Acceptance of optical products is growing in each of our target markets. − opsens’ expertise in optical sensors is recognized. − opsens’ team has a strong capacity to materialize new ideas. − opsens’ products benefit from a strong gross margin, supported by recurring revenues through the maintenance and replacement of sensors. its stability − through strong share ownership, executives’ interests are aligned with shareholders’ interests. − opsens’ financial position allows the Company to execute its business plan. • • • November 2009 our vision fOr 2011 Receipt of order from major oil producer to instrument observation wells in a Co2-eoR project. • • • October 2009 Receipt of order for 26 opp-W sensors from major oil and gas customer in Alberta. the opp-W fiber optic pressure and temperature sensor for SAGD withstands high temperature. opsens received its first commercial-sized order for its opp-W sensor from a client who has been testing the product for several months. − expand sales in each of our strategic markets. − Application for regulatory approval (for example 510 K filing with FDA) for commercialization of our medical instrumentation device in humans in 2012. − Growth of our clientele for the opp-W oil and gas sensor. − new orders to instrument observation wells in Co2 enhanced oil recovery operations. − First deliveries of our high-temperature fiber optic extensometer to measure cap rock integrity. − Develop new products and applications for existing products in current and new markets. w w w • o p s e n s • c o m letteR to SHAReHolDeRS In 2010, opsens strengthened its leading position in the fiber optic-based measurement solutions market. The sustained growth of sales shows a gradual adoption of our products. It has also been a transitional period for opsens. The Company has taken measures to solidify its financial position and focus its resources on the markets opsens considers having the best potential, that is the measurement of pressure and temperature for oil and gas, medical instrumentation and laboratories. This is why opsens sold its high-power transformers business to California-based Lumasense for us$3.1 million. oil and gas sales for oil and gas have grown considerably, going from $400 000 to more than $2.4 million. opsens received its first commercial-sized order for its opp-W sensor and demand for its flagship oil and gas product is consistently growing. as opsens is carving itself a position in the oil and gas market in alberta, the Company is diversifying its offering for saGD with, among other things, its Distributed Temperature sensing (DTs) systems and cap rock integrity surveillance extensometer. opsens solutions generates sales from various product lines. Because of its expertise, opsens was selected by the petroleum Technology research Centre (“pTrC”) as manager of the International energy agency Greenhouse Gas (“IeaGHG”) program sponsored Weyburn-Midale Co2 storage and Monitoring project to design and construct a state-of-the-art transient pressure testing system for the assessment of well integrity in existing wellbores. opsens solutions is proud of having been selected for this assignment. It is recognition of our team’s expertise and capabilities to develop and deploy new applications. opsens has also provided solutions for Co2 enhanced oil recovery operations. opsens solutions improves its team In alberta, opsens solutions has been proving how effective its products are for several months. The Company has now improved its team with experienced, well-recognized people from the oil and gas field. To lead the team and promote the products designed for the oil and gas market, opsens has named Darren Wiltse, p.eng, as president. Mr. Wiltse has close to 30 years experience in the field and has worked in manufacturing, marketing and production for several oil producing and service related companies, such as petro Canada and Weatherford Canada. mediCal instrumentation – major developments opsens has also made great strides in the development of its first complete medical instrumentation product. First, opsens has filed a patent for its product, the easyWire, designed for the Fractional Flow reserve (FFr) measurement. FFr is an index that determines the severity of blood flow blockages in the coronary arteries. FFr measurement is a tool that helps physicians in selecting a treatment for these lesions. The easyWire is at an advanced development stage. opsens has performed its first promising trials on animals and built up an advisory committee to support development of this medical device. It is composed of Morton J. Kern of Irvine university, olivier Bertrand of université Laval, Michael J. Lim of st-Louis university. at the same time, the company has signed an agreement with abiomed to integrate its fiber optic pressure sensor in Impella, the world’ smallest heart pump. For opsens, this is much more than an oeM provider agreement. It is recognition of the performance of its unique technology in the medical market. This recognition from the medical field could become a key element in the marketing of our own FFr product a few months from now. 1 board steven arless, Colin Cook and Gordon Zive joined opsens’ board. These three new directors bring strong experience in oil and gas and medical instrumentation. 2011 outlook Now that the technical strengths of the opp-W have been established and recognized for more than two years, opsens wants to speed up implementation of its flagship product and market new products like the fiber optic extensometer, the DTs measurement system and solutions for Co2 enhanced oil production to its actual clients and client prospects. This strategy to offer a wide range of products and services for oil and gas is essential in the development of opsens solutions as it will support long term growth. In the medical division, development of our own medical instrumentation product is progressing well. opsens’ experience as an oeM provider will ease market access for our product. opsens anticipates applying for regulatory approval (for example 510 K with the FDa in the united states) in 2011 for commercialization in 2012. I thank our clients for the confidence they show in our products. I also thank the team – our growth reflects the quality of the team’s work, supported by our compliance to the Iso 9001:2008 norm. I want to emphasize the contribution of our directors, past and present. Their dedication is the cornerstone of our drive and focus. Finally, I want to thank the shareholders for the confidence they have placed in opsens and for their patience. We are determined to fulfill their expectations. (s) Pierre Carrier president and Chief executive officer 2 MANAGEMENT DISCUSSION & ANALYSIS Annual report for shareholders Fiscal year ended August 31, 2010 The following comments are intended to provide a review and analysis of the operating results and financial position of Opsens Inc. as of August 31, 2010, and for the three months and year ended this date, in comparison with the corresponding periods ended August 31, 2009. They should be read and interpreted in conjunction with the audited financial statements as well as the accompanying notes as of August 31, 2010. Unless stated otherwise, the Management Discussion and Analysis has been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP) on a consolidated basis. This document was prepared on November 8, 2010. All amounts are in Canadian dollars. This report contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are not guarantees of our future results, and actual results could differ significantly from those foreseen by such statements due to several factors, including economic conditions, capital expenditures in the measuring instrument sector, currency exchange rate variation, and our ability to manage Opsens successfully under these uncertain conditions. Consequently, the reader should not place undue reliance on these forward-looking statements. These forward-looking statements are only valid as at the date of this document. The Company is under no obligation to revise or update these forward-looking statements in order to reflect the events or circumstances that occur after the date of this analysis, except when it is required by law. CORPORATE OVERVIEW Opsens Inc. (the “Company”) is a leading developer, manufacturer, and supplier of a wide range of fiber optic sensors and associated signal conditioners based on proprietary patented and patent-pending technologies. Opsens sensors provide long-term accuracy and reliability in the harshest environments. Opsens provides sensors to measure pressure, temperature, strain, and displacement to original equipment manufacturers (OEM) and end-users in the oil and gas, medical, and laboratory fields. Opsens provides complete technical support, including installation, training, and after-sales service in conformity with ISO 9001:2008. Opsens holds four (4) patents and has three (3) patents pending covering its products and technology provided to its markets, giving the Company freedom to operate. With its patented technologies and highly recognized expertise, Opsens meets consumer needs in the medical, oil and gas, and laboratory markets. Since December 11, 2007, activities in the oil and gas market have been performed by the wholly-owned subsidiary Opsens Solutions Inc. (“Opsens Solutions”), formerly Inflo Solutions Inc. VISION, STRATEGY, AND OUTLOOK The worldwide market for fiber optic and conventional sensors is a multi-billion dollar market. The Opsens sales and marketing strategy aims to provide solutions for the various current niche markets and develop specific new markets. The Company’s expertise, know-how, and patented technology are the keys to new production techniques improving the reliability of measuring equipment. Also, the Opsens production technique called MEMS (Micro-Electro- Mechanical-System) encourages penetration into markets traditionally occupied by conventional sensors through higher production volumes and reduced manufacturing costs. In 2011, Opsens expects revenue from product sales to be higher than a year earlier, despite the exit from high-power transformers and the challenging economic environment. The greater maturity of our products, will contribute significantly to increase revenues. Disclosures in volatile and uncertain times in the financial markets Even in the current economic environment, Opsens continues to execute its business plan, targeting revenue growth in all of its markets. The company continues to hire in human resources to provide its clients with top-quality 3 products and services. Given the controls in place in each of Opsens’ units, the company isn’t at this point taking any unusual measures. Regarding cash management, the private placements that Opsens completed in 2010 and the use of proceeds from high-power transformers sale give the company the financial resources necessary to operate in 2011. The company has not changed its cash management strategy, which aims to protect its financial assets and defer spending that isn’t essential to enacting Opsens’ business plan in the near to medium term. If Opsens did need to raise money in the future, success would depend mainly on revenue growth and innovation. The accounting estimates used in the financial statements for the year ended August 31, 2010, were not modified for the current uncertain economic environment. These items are receivable tax credits, provisions for contractual guarantees and assumptions tied to the fair value of share options and warrants. Management doesn’t anticipate an impact on the company’s accounting estimates for fiscal 2011. Majors drivers that have changed as a result of the financial crisis Credit availability and cost The availability of credit has decreased as a result of the global financial crisis. Opsens’ current assets are enough to execute its current short-term business plan. If additional equity financing is required, current fiscal incentives may help. It is uncertain what the impact of an equity financing on current shareholders would be compared with doing such a financing under more normal market conditions. Customers The current period of uncertainty and volatility has not required the company to change its method of dealing with credit, since Opsens’ clients are primarily businesses with strong capitalization, distributors and government-related agencies. Currency fluctuations As for recent currency fluctuations, an appreciating Canadian dollar against the American dollar generally disfavours sales figures and gross margins, since a significant portion of Opsens’ sales are made in U.S. dollars. Additional information is included below under the “Distribution, sales and long-term recurring revenues” and “Capital management” headings. Commodity prices The oil and gas market is a strategic one for Opsens. In spite of the recovery in the price of oil and gas, the high volatility of this commodity could affect negatively short-term investments in the oil and gas industry. Counterparties Because Opsens’ revenues and purchases are diversified, the company doesn’t anticipate any significant impact from decreased solvency of certain clients, suppliers and bankers. 4 SELECTED CONSOLIDATED FINANCIAL DATA (In thousands of Canadian dollars, except for information per share) Year Ended August 31, 2010 $ Year Ended August 31, 2009 $ Year Ended August 31, 2008 $ Sales Cost of revenues Gross margin Administrative expenses Marketing expenses R&D expenses Financial expenses (income) Stock option-based compensation Amortization of property, plant and equipment Amortization of intangible assets Gain on disposal Profit (Loss) before income taxes Income taxes Net Profit (Net loss) Net Profit (Net loss) per share – Basic Net Profit (Net loss) per share - Diluted 5,281 3,173 2,108 1,521 870 1,047 (41) 282 179 32 (2,375) 1,515 593 - 593 0.01 0.01 3,088 2,000 1,088 1,179 872 828 (34) 229 164 21 - 3,259 (2,171) - (2,171) (0.05) (0.05) 2,844 1,432 1,412 984 731 699 (58) 253 100 40 - 2,749 (1,337) - (1,337) (0.04) (0.04) (In thousands of Canadian dollars) As at August 31, 2010 $ As at August 31, 2009 $ As at August 31, 2008 $ Current assets Total assets Current liabilities Long-term debt Shareholders' equity 9,597 11,516 1,527 129 9,860 4,880 6,450 652 256 5,542 5,462 6,852 770 253 5,829 No dividend was declared per share for each share class. On April 8, 2008, the Company completed a private placement of 4,711,126 units at a price of $0.80 per unit for gross proceeds of $3,768,901. On June 25, 2009, the Company completed a private placement of 2,916,667 units at a price of $0.60 per unit for gross proceeds of $1,750,000. On February 12, 2010, the Company completed a private placement 4,287,500 units at a price of $0.85 per unit for gross proceeds of $3,644,375. 5 SUMMARY OF CONSOLIDATED QUARTERLY RESULTS The summary below presents the periods in which Opsens published unaudited interim financial statements. (In thousands of Canadian dollars) Three-month period ended August 31, 2010 $ Three-month period ended May 31, 2010 $ Three-month period ended February 28, 2010 $ Three-month period ended November 30, 2009 $ Revenues Net profit (net loss) for the period Net profit (net loss) per share – Basic Net profit (net loss) per share – Diluted 1,695 2,016 0.04 0.04 1,469 (341) (0.01) (0.01) 1,047 (586) (0.01) (0.01) 1,070 (496) (0.01) (0.01) (In thousands of Canadian dollars) Three-month period ended August 31, 2009 Three-month period ended May 31, 2009 Three-month period ended February 28, 2009 Revenues Net loss for the period Net loss per share - Basic Net loss per share - Diluted $ 591 (719) (0.02) (0.02) $ 1,279 (215) (0.01) (0.01) $ 606 (682) (0.02) (0.02) Three-month period ended November 30, 2008 $ 612 (555) (0.01) (0.01) In the first quarter of fiscal 2009, the Company performed leasehold improvements to its Quebec facilities, which temporarily affected production and hence revenues, and increased the Company’s loss. FOURTH QUARTER 2010 The Company recorded a profit of $2,016,000 or 4 cents a share in the fourth quarter compared with a loss of $719,000 or 2 cent a share a year earlier. The increased profit reflects a gain on disposal of high-power transformers business, increase of sales and higher gross margin rate. Seasonal fluctuations and year-end adjustments had no impact on operating revenues and net loss for the fourth quarter 2010. Revenue totalled $1,695,000 for the quarter ended August 31, 2010, compared with $591,000 a year earlier. The increase resulted from strong growth in each of our sectors. Oil & gas activities showed strongest sales which amounted to 876,000 $. Administrative expenses increase at $400,000 for the latest quarter, compared with $285,000 for the same period in 2009. Marketing expenses for the quarter were slightly higher at $218,000 versus $203,000 a year earlier. Research and development expenses totalled $228,000 for the quarter ended August 31, 2010, compared with $201,000 for the same period in 2009. The increased spending went towards a promising new project in medical instrumentation. Historically, the Company’s revenues have been little affected by seasons. Seasonal fluctuations will become more significant as the weighting of sales to the oil and gas field increases, since business activity is generally greater in the winter for this sector. 6 PERFORMANCE INDICATORS In order to evaluate the Company’s performance and generate long-term value for its shareholders, the Company has identified the following financial and non-financial performance indicators: 1) Distribution, sales, and long-term recurring revenues; 2) Products and innovation; 3) Short-term financial performance and cash flows; 4) Strategic acquisitions and development of new projects. YEARS ENDED AUGUST 31, 2010, AND AUGUST 31, 2009 DISTRIBUTION, SALES, AND LONG-TERM RECURRING REVENUES (In thousands of dollars except for percentage data figures) Year Ended August 31, 2010 $ Year Ended August 31, 2009 $ Revenues Growth rate (%) Gross margin Growth rate (%) 5,281 3,088 71.0% 2,108 1,088 93.8% The Company reported revenue of $5,281,000 for the year ended August 31, 2010, compared with $3,088,000 a year earlier, an increase of 71.0%. The growth includes a sales increase of $2,000,000 in the oil & gas market and an increase of more than $300,000 in the scientific laboratories markets. The growth is attributable to an emphasis on highlighting the added value of our products. Sales in the oil and gas sector totalled $2,400,000, compared with $375,000 a year earlier for 2009. The increase in this sector is the result of the combined impact of our commercial strategy and enhancement of the added value of our products. Sales in medical instrumentation were close to $500,000 in fiscal 2010 compared with $286,000 for 2009. For the year ended August 31, 2010, significant proportion of medical sales were made to OEM for pressure measurement for preclinical use. We expect increase sales for the year end 2011 in this market since advancement of development programs of OEM customer and our more mature product line for pressure and temperature measurement. (In thousands of Canadian dollars except for percentage data figures) Year ended August 31, 2010 Opsens Inc.’s reportable segment $ Year ended August 31, 2010 Opsens Solutions Inc.’s reportable segment $ Year ended August 31, 2010 Eliminations $ Year ended August 31, 2010 Consolidated financial statements $ Revenues Cost of revenues Gross margin Gross margin rate (%) 3,343 1,651 1,692 51 2,388 1,972 416 17 (450) (450) - - 5,281 3,173 2,108 40 7  (In thousands of Canadian dollars except for percentage data figures) Year ended August 31, 2009 Opsens Inc.’s reportable segment $ Year ended August 31, 2009 Opsens Solutions Inc.’s reportable segment $ Year ended August 31, 2009 Eliminations $ Year ended August 31, 2009 Consolidated financial statements $ Revenues Cost of revenues Gross margin Gross margin rate (%) 2,803 1,431 1,372 49 366 651 (285) (78) (81) (81) - - 3,088 2,000 1,088 35 The gross margin and the gross margin rate on product sales rose in fiscal 2010 from a year earlier, mostly because of the distribution of production overhead costs over a higher sales volume. It is expected that the gross margin rate for Opsens Solutions will continue to rise as the volume of sales goes up, to go back to its minimum target of 40% next year. As at August 31, 2010, the backlog amounted to $1,436,000 ($617,000 at August 31, 2009). Given that a large proportion of the Company's revenue is generated in U.S. dollars, while most costs are incurred in Canadian dollars, fluctuation in the exchange rate affects revenue. For the fiscal year ended August 31, 2010, the average exchange rate was lower than the previous year, which affected negatively sales by $350,000. Market acceptance of fiber optic sensors is increasing in the company’s markets, leading to higher sales. That said, some sectors, such as oil and gas, are seeing additional competition. Opsens is addressing the added competition by highlighting the performance characteristics of its products compared with those of its competitors. For the periods ended August 31, 2010 and 2009, pricing fluctuations and new product launches did not have a significant impact on revenues. PRODUCTS AND INNOVATION The Company is constantly working to improve its position in terms of intellectual property and what it can offer to its customers. In fiscal 2010, the Company focused on continuous improvements to its technology in markets with the highest perceived potential payoff, particularly oil and gas and medical devices. During fiscal 2010, Opsens made progress in the development of its own medical application for which Opsens filed a provisionary patent with the USPTO. Opsens was awarded a $498,500 grant from the National Research Council Industrial Research Assistance Program (“NRC-IRAP”) for this project. In addition to the technical advice provided by the NRC-IRAP, this financial assistance will help Opsens continue to develop this medical product. The innovative qualities of our application lead us to believe Opsens will make a major breakthrough in the medical sector in 2011. Research and development expenses increased to $1,047,000 in fiscal year 2010 from $828,000 in fiscal year 2009. The increase reflects an increase in the number of employees and in subcontracting expenses linked to the development of our new medical device. 8 SHORT-TERM FINANCIAL PERFORMANCE AND CASH FLOWS Non-GAAP financial measure – EBITDA, EBITDAO and EBITDAO and gain on disposal EBITDA, EBITDA before stock-based compensation costs (“EBITDAO”) and EBITDAO before gain on disposal do not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. EBITDAO and gain on disposal provides investors and management burn rate related to operating activities of the Company. Reconciliation of EBITDAO to the Annual Results (In thousands of Canadian dollars) Year Ended August 31, 2010 $ Year Ended August 31, 2009 $ Year Ended August 31, 2008 $ Net gain (loss) for the period Financial expenses (income) Amortization of property, plant, and equipment Amortization of intangible assets EBITDA Stock-based compensation costs EBITDAO Gain on disposal 593 (41) 179 32 763 282 (2,171) (34) 164 21 (1,337) (58) 100 40 (2,020) (1,255) 229 253 1,045 (1,791) (1,002) (2,375) - - EBITDAO and gain on disposal (1,330) (1,791) (1,002) Net gain (net loss) For the year ended August 31, 2010, the net profit totalled $593,000, compared with a net loss of $2,171,000 a year earlier. The increase in net profit as well as the EBITDAO for FY2010, reflects gain on disposal, an increase in the sales and in the gross margin. The EBITDAO and gain on disposal were negative for an amount of $1,330,000 for 2010 compared with negative $1,791,000 the year before. Fiscal 2010 results will be strongly influenced by product sales figures. The backlog of $1,436,000 and the expansion of marketing activities within the oil and gas market following the OPP-W previous installations, should contribute to an increase in the sales, to the stability of the EBITDAO and gain on disposal. The disposal of high- power transformers activities should affect sales’ growth without impacting the EBITDAO and gain on disposal. Capital management The Company uses its capital to finance marketing expenses, research and development activities, administrative charges, working capital and capital assets. Historically, the Company has financed activities through rounds of public and private financing, debt financing as well as government grants. The company reviews net loss and EBITDAO quarterly. The Company aims to improve these ratios which positively varied for the period ended August 31, 2010, compared with the same period in 2009. The Company believes that its current liquid assets are sufficient to finance its short- term activities. 9 The Company has an authorized line of credit for a maximum amount of $200,000, $50,000 of which is available at all times and which is not limited by margin requirements. When using the line of credit in an amount varying from $50,000 and $100,000, the available credit is limited to an amount equal to 75% of Canadian accounts receivable and 65% of foreign accounts receivable plus 50% of inventories of raw materials and finished goods. If the amount used exceeds $100,000, the credit available is limited to an amount equal to 75% of Canadian accounts receivable and 90% of ensured foreign accounts receivable plus 50% of inventories of raw materials and finished goods. Under the terms and conditions of the credit agreement, the Company is subject to certain covenants with respect to maintaining minimum financial ratios related to the maintenance of a maximum ratio of 3 to 1 for total debt to equity, and a ratio of at least than 1.5 to 1 for debt to working capital, with a minimum working capital of $200,000. The covenants were met as of August 31, 2010. INFORMATION BY REPORTABLE SEGMENTS Segmented information The Company’s reportable segments are strategic business units managed separately as one is focused on developing, producing, and supplying fiber optic sensors (Opsens Inc.) and the other (Opsens Solutions Inc.) is specialized in the commercialization and the installation of optical and conventional sensors for the oil and gas industry. Same accounting policies are used for both reportable segments. Operations are carried out in the normal course of operations and are measured at the exchange value. 2010 Opsens Solutions Opsens inc. 2009 Opsens Total Opsens inc. Solutions $ $ $ $ $ Total $ 2,892,819 2,387,897 5,280,716 2,721,088 366,728 3,087,816 450,211 - 450,211 81,481 - 81,481 151,961 26,793 178,754 147,940 16,520 164,460 30,146 (45,923) 1,720 5,084 31,866 (40,839) 21,387 - (92,939 ) 58,252 21,387 (34,687) (1,317,306) (464,429) (1,781,735) (1,212,563 ) (958,069) (2,170,632) 2,375,107 - 2,375,107 - - - 1,057,801 (464,429) 593,372 (1,212,563 ) (958,069) (2,170,632) 65,023 60,366 125,389 256,792 76,912 333,704 29,159 8,612,521 8,084 2,903,906 37,243 11,516,427 31,418 5,182,350 - 1,267,924 31,418 6,450,274 External sales Internal sales Amortization of property, plant and equipment Amortization of intangible assets Financial expenses Net loss before gain on disposal Gain on disposal Net earning (loss) Acquisition of property, plant and equipment Acquisition of intangible assets Segment assets 10 These operating units generate revenue in various geographic segments as follows: Revenue per geographic sector Canada United States Germany United Kingdom Other 2010 $ 2009 $ 2,601,958 906,916 298,152 181,953 1,291,737 5,280,716 464,061 754,214 363,586 146,767 1,359,188 3,087,816 Revenues are attributed to the geographic sector based on the clients’ location. Capital assets, which include property, plant and equipment and intangible assets, are all located in Canada. During the year ended August 31, 2010, revenues from two clients represent individually more than 10% of the total revenues of the Company, i.e. approximately 28.57% (Opsens Solutions Inc.’ reportable segment) and 11.34% (Opsens Solutions Inc.’ reportable segment). During the year ended August 31, 2009, revenues from two clients represent individually more than 10% of the total revenues of the Company, i.e. approximately 15.92% (Opsens Inc.’ reportable segment) and 11.16% (Opsens Inc.’ reportable segment). Administrative expenses Administrative expenses were $1,521,000 and $1,179,000 respectively for the years ended August 31, 2010, and 2009. Administrative expenses increased mainly due to a rise in employment levels and recruitment expenses. In fiscal 2011, administrative expenses will continue to increase, mainly because of the added executive personal needed to support the anticipated growth in sales. Sales and marketing expenses Sales and marketing expenses were $870,000 for FY2010, compared to $872,000 a year earlier, a $2,000 reduction. Sales and marketing expenses should remain stable in 2011 because of the emphasis on commercialization and our development stage Financial expenses (income) Financial income was $41,000 for the period ended August 31, 2010, compared with $34,000 a year earlier. The increase resulted directly from lower long-debt interest expense compared with the year before. Financial income should increase in 2011, notably because of higher interest revenues. 11 Financing activities cash flow On February 12, 2010, the Company realized a private placement of 4,287,500 units at a price of $0.85 per unit for gross proceeds of $3,644,375. Each unit is comprised of one common share and one-half common share purchase warrant of the Company. Each warrant will entitle the holder to purchase one common share of the Company at a price of $1.15 for a period of 24 months following the closing of the offering. Opsens paid to the agents a cash commission equal to $254,404 and issue broker compensation warrants entitling the agents to purchase 299,299 common shares of Opsens. The broker warrants shall be issuable at an exercise price per common share equal to the offering price for a period of 24 months from the closing of the offering. The net proceeds of the private placement will be used for marketing, general working capital purposes and potentially for acquisitions. Opsens will expand its sales and marketing activities and finalize main product development partnerships, which should provide long-term recurring revenues. On June 25, 2009, the Company completed a private placement of 2,916,667 common shares at a price of $0.60 a share for gross proceeds of $1.75 million. Opsens also issued non-transferable warrants to the brokers entitling them to acquire 204,167 common shares of Opsens at $0.60 a share for a period of 24 months from the closing of the offering. Warrants exercised and expired During the year ended August 31, 2010, 178,889 warrants entitling their holders to acquire one common share of the Company at a price of $0.80 per share were exercised for a total amount of $143,111. The book value of the exercised warrants was transferred to share capital for an amount of $63,469. During the year ended August 31, 2010, 150,890 and 2,355,563 warrants entitling its holder to acquire one common share of the Company at a price of $0.80 and $1.10 per share respectively expired. During period ended August 31, 2009, 50,000 warrants entitling their holders to acquire common shares at $0.40 each were exercised, for a total of $20,000. The book value of the exercised warrants transferred to share capital was $8,000. In the latest period, warrants entitling holders to buy 393,000 shares at $0.40 each, 111,111 at $0.55 and 4,865,000 shares at $0.60 each expired. Stock options exercised, granted and cancelled During the year ended August 31, 2010, 1,250 stock options entitling their holders to acquire one common share of the Company at a price of $0.87 per share were exercised for a total amount of $1,088. The book value of the exercised warrants was transferred to share capital for an amount of $316. For the period ended August 31, 2010, the Company granted to some employees and Directors a total of 1,359,750 stock options with an average exercise price of $0.40, and cancelled 6,000 stock options with an exercise price of $0.68 a share. For the period ended August 31, 2009, the Company granted to some employees and Directors a total of 705,500 stock options with an average exercise price of $0.40, and cancelled 160,000 stock options with an exercise price of $0.52 a share. 12 As at the date of this Management Discussion and Analysis, the following components of shareholders' equity are outstanding: Common shares Stock options Warrants Securities on a fully diluted basis Investing activities cash flow 47,865,983 4,140,500 2,647,216 54,653,699 Opsens performed equipment purchases for each of its units. R&D equipment, production equipment and administrative equipment purchases amounted to $125,000 for the year ended August 31, 2010. These acquisitions were made primarily to gain access to high-tech R&D and production equipment. As for intangible assets, Opsens invested $37,000 for the period ended August 31, 2010. These investments involved software and patent protection for the Company's inventions. Cash and cash equivalents On August 31, 2010, the Company had cash and cash equivalents of $5,348,000, compared with $2,887,000 as of August 31, 2009. Of this amount as at August 31, 2010, $4,351,000 was invested in highly liquid, safe investments. The Company also has an available line of credit in the amount of $200,000. This line of credit incurs interest at prime +2%. The restrictive clauses of the Company’s financial institution are respected. Financial position As at August 31, 2010, Opsens had working capital of $8,069,000, compared with working capital of $4,228,000 on August 31, 2009. Based on the private placement completed on February 12, 2010, the use of proceeds from high- power transformers sale, the exercised warrants, its cash and cash equivalents, its working capital, and its order backlog, Opsens has the financial resources necessary to maintain short-term operations, honour its commitments, and support its anticipated growth and development activities. From a medium-term perspective, Opsens may need to raise additional financing by issuing equity securities and debt. In the long term, there is uncertainty about obtaining additional financing, given the risks and uncertainties identified in the Risks and uncertainties section. During fiscal 2010, fluctuation in cash assets will depend particularly on the rate of revenue growth. For the year 2011, the Company does not anticipate additional investment into the working capital. Commitments (cid:131) Leases The Company leases offices in Québec under an operating lease expiring on January 31, 2014. This agreement is renewable for an additional five-year period. Future rent, without considering the escalation clause, will amount to $404,954. Opsens Solutions Inc. rents four vehicles under an operating lease expiring in November 2010, October 2013 and May 2014. Future rent payments will amount to $97,550. 13 Future payments for the leases and other commitments, totalizing $649,604, required in each of the next five years are as follows: 2011 2012 2013 2014 2015 Licence $ 276,091 157,886 149,386 66,241 - Under an exclusive licence with a third party, the Company is committed to provide exclusive distribution of some of its products for a defined territory. Financial instruments Cash equivalents and temporary investments The Company is exposed to various types of risks in the management of its cash and cash equivalents, including those related to the use of financial instruments. To manage these risks, controls were put in place, particularly those related to investment policy. The investment policy is approved by the Board of Directors. The Company’s investment policy aims primarily to protect capital, while considering return on investment and income taxes. Market Risk Market risk is the risk that the value of a financial instrument will fluctuate as a result of changes in the parameters underlying their measurement, particularly interest rates and market prices. Interest Rate Risk Interest rate risk exists when interest rate fluctuations modify the cash flows of the Company’s investments. The Company owns investments with fixed interest rates. As of August 31, 2010, the Company was holding more than 81.4% of its cash equivalents in all time redeemable term deposit. Financial charges (income) Interest and bank charges Interest on long-term debt Gain on foreign currency translation Interest income 14 2010 $ 20,033 23,457 (14,200 ) (70,129 ) (40,839 ) 2009 $ 25,599 42,684 (20,524) (82,446) (34,687) Credit Risk The use of financial instruments can create a credit risk that is the risk of financial loss resulting from a counterparty’s inability or refusal to fully discharge its contractual obligations. The Company’s credit risk management policies include the authorization to carry out investment transactions with recognized financial institutions, with credit ratings of at least A and higher, in either bonds, money market funds or guaranteed investment certificates. Consequently, the Company manages credit risk by complying with established investment policies. Concentration Risk Concentration risk exists when investments are made with multiple entities that share similar characteristics or when a large investment is made with a single entity. As of August 31, 2010, the Company was holding more than 81.4% of its cash equivalents portfolio in all time redeemable term deposit. Operational credit risk The Company provides credit for a conventional period of 30 days to its customers in the normal course of business. Credit evaluations are performed on an ongoing basis of all its accounts receivable and an allowance for doubtful accounts is recorded when those accounts are deemed uncollectible. One major customer represents 66.13% of the Company’s accounts receivable as at August 31, 2010. As at August 31, 2010, 23.79% of the accounts receivable were of more than 90 days whereas 61.48% of those were with less than 30 days. The maximum exposure to the risk of credit for receivable corresponded to their book value. On August 31, 2010, the bad debt provision was established at $6,110 ($14,031 on August 31, 2009). Management considers that substantially all receivables are fully collectible as most of our customers are large corporations with good credit standing and no history or default. Interest rate and cash flow risk The Company is exposed to interest rate fluctuations on certain long-term debt that bears interest at variable rates. The Company does not actively manage this risk. Assuming the cash equivalents and long-term debt as reported on August 31, 2010 had been the same throughout the period, a hypothetical 1% interest rate increase would have had an unfavourable impact of $1,029 on the net profit for the year ended August 31, 2010 and $1,975 on the net loss for the year ended August 31, 2009. The net profit (loss in 2009) would have had an equal but opposite effect for a hypothetical 1% interest rate decrease. Foreign exchange risk The Company realizes certain sales and purchases certain supplies and professional services in U.S. dollars. Therefore, it is exposed to foreign currency fluctuations. The Company does not actively manage this risk. For the years ended August 31, 2010 and 2009, if the Canadian dollar had strengthened 10% against the U.S. dollar with all other variables held constant, after-tax net income and other comprehensive income would have been $142,000 and $138,000 lower, respectively. Conversely, if the Canadian dollar had weakened 10% against the U.S. dollar, with all other variables held constant, after-tax net income and other comprehensive income would have been $142,000 and $138,000 higher for the same periods. 15 As at August 31, 2010, the risk to which the Company was exposed is established as follows: Cash (US$467,612) Accounts receivable (US$468,010) Balance of purchase price to be received (US$786,250) Accounts payable and accrued liabilities (US$87,587) Total Fair value 2010 $ 509,164 501,350 826,037 (93,826 ) 2009 $ 78,752 471,847 - (30,545) 1,742,725 520,054 The fair value of cash and cash equivalents, accounts receivable, income tax credits receivable and accounts payable and accrued liabilities approximate their carrying value due to their short-term maturities. The fair value of long-term debt is based on the discounted value of future cash flows under the current financial arrangements at the interest rate the Company expects to currently negotiate for loans with similar terms and conditions and maturity dates. The fair value of long-term debt approximates its carrying value due to the current market rates. Liquidity Risk Liquidity risk represents the possibility of the Company not being able to raise the funds needed to meet financial commitments at the appropriate time and under reasonable conditions. The Company manages this risk by maintaining permanent and sufficient liquidity to meet current and future financial obligations, under both normal and exceptional circumstances. The funding strategies used to manage this risk include turning to capital markets to carry out issues of equity and debt securities. The following are the contractual maturities of the financial liabilities, principal and interest (assuming current interest rates), as at August 31, 2010: 2 to 5 More than 5 Accounts payable and accrued liabilities Long-term debt 0 to 12 months $ Total $ 1,402,249 1,402,249 263,252 136,620 Obligation under capital lease 54,933 22,838 1 to 2 years $ - 80,035 15,345 years $ - 46,597 16,750 Commitments Total 649,604 276,091 157,886 215,627 2,370,038 1,837,798 253,266 278,974 16 years $ - - - - STRATEGIC ACQUISITIONS AND NEW PROJECT DEVELOPMENT In its business plan, Opsens has identified some acquisition targets for growth. In order to maximize value creation for our shareholders, and based on the opportunities, Opsens may make strategic acquisitions. Opsens remains open to any business opportunities that could occur at any time. On August 16, 2010, Opsens reached agreement to license through an Intellectual Property and Assignment Agreement (“The Agreement”) its technology in the high-power transformers business to a subsidiary of LumaSense Technologies Inc., of Santa Clara, California, representing Opsens’ exit from that line of business. The Agreement gives LumaSense exclusive rights to use Opsens’ technology in the transformer business. LumaSense will have also have access to Opsens’ existing distribution channels for its transformer business. LumaSense has paid Opsens US$2.1 million in cash upon closing and will pay a further US$500,000 in one year and US$500,000 two years after closing. The Agreement was recorded as a disposal. Gain on disposal calculation had been calculated as following: Proceeds Cash received at closing Balance of purchase price to be received as of August 16, 2011 (nominal value of 500,000 $US) Balance of purchase price to be received as of August 16, 2012 (nominal value of 500,000 $US) Disposal expenses Inventory and purchases credit Other expenses and accrued expenses Deferred revenues – manufacturing agreement* Gain on disposal Amount $ 2,190,720 443,360 376,856 3,010,936 150,000 265,829 220,000 635,829 2,375,107 * Opsens engaged in a manufacturing agreement with terms and conditions that are beneficial to LumaSense. CAPACITY TO PRODUCE RESULTS As discussed in the section regarding financial position, the Company has the required financial resources for its short-term operations, to fulfill its commitments, to support its growth plan and for the development of its activities. In a mid-term perspective, it is possible that additional financing, through the issuance of shares or through debt financing, might be required. During the next year, the generalized growth in sales should not require an additional investment in accounts receivable and inventories. Investments in capital of a few hundreds of thousands of dollars will be needed to respond to Opsens’ operational needs. From the point of view of human resources, the main corporate executive positions are filed within the Company. However, additional production personnel will be required in Quebec and Alberta. Taking into account the 17 employment market in Canada, Opsens is confident in its capacity to recruit qualified human resources in a timely fashion. Regarding the strategy on corporate executive remuneration, it is oriented towards creation of long-term value for the shareholders. Several corporate executives hold an important share and share-purchase option position, with rights to be acquired over a four-year period in order to align shareholders’ interest with corporate executives’ interest. This long-term vision stimulates innovation and the development of recurrent revenues. CHANGES IN ACCOUNTING POLICIES Changes applied for the exercise ended August 31, 2010 On September 1, 2009, the Company adopted the new accounting standards issued by the Canadian Institute of Chartered Accountants (“CICA”): a) Section 3064, “Goodwill and intangible assets”, replacing Section 3062, “Goodwill and other intangible assets” and Section 3450, “Research and development costs”. The new section will be applicable to financial statements relating to fiscal years beginning on or after October 1, 2008. Accordingly, the Company adopted the new standards for its fiscal year beginning September 1, 2009. It establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The Company adoption of this new Section did not have a material impact on its interim and annual consolidated financial statements. Changes applied for the exercise ended August 31, 2009 On September 1, 2008, the Company adopted the new accounting standards issued by the Canadian Institute of Chartered Accountants (“CICA”) regarding “Capital Disclosures” (Section 1535), “Inventories” (Section 3031), “Instruments – Disclosures” (Section 3862) and “Financial Instruments – Presentation” (section 3863). The new standards were applied without restatement of comparative financial statements. Inventories Section 3031 provides guidance on the determination of cost and its subsequent recognition as an expense, including any write-down to net realizable value. It also provides guidance on the cost formulas that are used to assign costs to inventories. Since this standard came into effect, the Company has been recording its raw materials inventory at the lower of cost and net realizable value. In the past, the Company recorded raw materials inventory at the lower of cost and replacement value. This new policy has no impact on the current consolidated financial statements. Capital Disclosures Section 1535 “Capital Disclosures”, established standards for disclosing information about an entity’s capital and how it is managed. It describes the disclosure requirements of the entity’s objectives, policies and processes for managing capital, the quantitative data relating to what the entity regards as capital, whether the entity has complied with capital requirements, and, if it has not complied, the consequences of such non-compliance. Since the standard came into effect, the Company has been presenting relevant information about capital management in the “Capital Management” note. Financial Instruments Sections 3862 and 3863 place heightened importance on disclosure, enabling financial statement users to assess the nature and extent of the risks associated with the financial instruments to which the Company is 18 exposed and the manner in which it manages these risks. Future accounting changes The CICA has issued new accounting standards: a) In January 2009, the CICA issued Handbook Section 1582, Business Combinations, replacing Section 1581, Business Combinations. The Section establishes standards for the accounting for a business combination. It provides the Canadian equivalent to the IFRS standard, IFRS 3 (Revised), Business Combinations. The Section applies prospectively to business combinations for which the acquisition date is on or after January 1, 2011. Earlier application is permitted. As this section is consistent with IFRS, it will be applied in accordance with our IFRS conversion framework. b) In January 2009, the CICA issued Section 1601, Consolidated Financial Statements, and Section 1602, non- controlling interests, which together replace Section 1600, Consolidated Financial Statements. Section 1601 establishes standards for the preparation of consolidated financial statements. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. It is equivalent to the corresponding provisions of IFRS standard, IAS 27 (Revised), Consolidated and Separate Financial Statements. The Sections apply to interim and annual consolidated financial statements relating to fiscal years beginning on January 1, 2011. Earlier adoption is permitted as of the beginning of a fiscal year. As these sections are consistent with IFRS, they will be applied in accordance with our IFRS conversion framework. International Financial Reporting Standards The Accounting Standards Board of Canada has announced that accounting standards in Canada, as used by public companies, will converge to International Financial Reporting Standards ("IFRS") over a transition period that is expected to be complete by 2011. On February 13, 2008, the CICA confirmed 2011 as the official changeover date from current Canadian GAAP to IFRS. The changeover date applies to the annual and interim financial statements beginning on or after January 1, 2011. The Company will convert to these new standards according to the timetable set with these new rules. The Company is currently assessing the future impact of these new standards on its financial information systems and its consolidated financial statements. ACCOUNTING POLICIES The financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) and include the following policies: Principles of consolidation The consolidated financial statements include the accounts of the Company and those of its wholly-owned subsidiary Opsens Solutions Inc. since its acquisition. Cash and cash equivalents Cash and cash equivalents include cash and short-term investments redeemable anytime or with a maturity of three months or less beginning on the acquisition date. 19 Inventories Inventories are valued at the lower of cost and net realizable value. Cost is determined using the moving average method. Property, plant and equipment and intangible assets Property, plant and equipment and intangible assets with finite lives are recorded at their acquisition cost. Amortization is provided using the declining balance method based on their useful lives, except for patents, which are amortized using the straight-line method, at the following annual rates: Property, plant and equipment and intangible assets Office furniture and equipment Production equipment Automotive equipment Research and development equipment Research and development computer equipment Computer equipment Leasehold improvements Intangible assets with limited lives Patents Software Intangible assets with indefinite lives 20% 20% 30% 20% 30% 30% Lease Term Term of underlying patent, 5 to 20 years 30% Intangible assets with indefinite lives are recorded at cost and are tested for impairment annually or more frequently if events of changes in circumstances indicate a potential impairment in value. The excess of the carrying value over the fair value is recorded in loss. Impairment of long-lived assets Long-lived assets held are reviewed annually or more frequently when events or changes in circumstances cause its carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition. The impairment loss is calculated by deducting the fair value of the asset from its carrying value. Government assistance and income tax credits for research and development Government grants are recorded when there is reasonable assurance that the Company has complied with and will continue to comply with all the conditions of the grant. Non-repayable grants or contributions related to operating expenses are included in the statement of loss when the related expenses are incurred. Grants related to capital expenditures are netted against the related assets when acquired. The Company is also eligible for income tax credits for scientific research and experimental development (SR&ED) awarded by the federal and provincial governments. The portion of SR&ED credits immediately receivable is accounted for in the year during which the related costs or capital expenses are incurred. The portion of SR&ED credits not immediately receivable is accounted for in the year during which these costs or expenses are incurred, provided the Company has reasonable assurance that these credits will be recovered. Income tax credits are applied against expenses or related assets. Recorded income tax credits are based on 20 management’s estimates of amounts expected to be recovered and are subject to an audit by the taxation authorities. Earnings (Loss) per share Earnings (Loss) per share is determined using the weighted average number of outstanding shares during the period. The Company uses the treasury stock method to calculate the diluting effect of share purchase options and warrants. Reconciliations of the numerators and the denominators used in the calculation of the basic and diluted earnings (loss) are disclosed in accordance with the GAAP. Stock-based compensation and other stock-based payments The Company uses the fair value method to assess the fair value of stock options or warrants as at their date of allocation. The fair value is determined using the Black-Scholes option pricing model and is amortized to earnings over the vesting period with an offset to the corresponding shareholder’s equity account. When stock options or warrants are exercised, the corresponding account and the proceeds received by the Company are credited to share capital. Income taxes The Company accounts for income taxes using the tax liability method. Under this method, future income tax assets and liabilities are recognized for deductible or taxable temporary differences between the carrying value and the tax value of the assets and liabilities based on the enacted or substantially enacted tax rates expected to apply to the year in which the differences are expected to reverse. The Company establishes a valuation allowance against future income tax assets if, based on available information, it is more likely than not that some or all the future income tax assets will not be realized. Foreign currency translation Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing at the balance sheet date while non-monetary items are translated at the historical rate. Revenues and expenses denominated in foreign currencies are recorded at the average rate of exchange prevailing during the period, except for depreciation and amortization, which is translated at the historical rate. Foreign exchange gains or losses are included in expenses for the year. Goodwill Goodwill representing the excess of purchase price over fair value of the net identifiable assets of acquired businesses is tested for impairment annually or more frequently when an event or circumstance occurs that indicates that goodwill might be impaired. When the carrying amount exceeds the fair value, an impairment loss is recognized in the statement of earnings in an amount equal to the excess. Revenue recognition and work in progress Opsens Inc. reportable segment revenues related to the sale of products are recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price to the buyer is fixed or determinable and collection is reasonably assured. Opsens Solutions Inc. reportable segment revenues related to the sale or products and sensor installation services are recognized when persuasive evidence of an arrangement exists, onsite installation has occurred, the price to the buyer is fixed or determinable and collection is reasonably assured. For contract revenues earned 21 over a long period, revenues are recorded using the percentage of completion method. Therefore, these revenues are recognized proportionately with the degree of completion of the work. The Company uses the efforts expended method to calculate the degree of completion of work based on the number of hours incurred as at the balance sheet date compared to the estimated total number of hours. Work in progress is valued by taking into consideration the number of hours worded but not yet invoiced and the payments received. Losses are recorded as soon as they become apparent. Financial instruments Cash and cash equivalents are classified as financial instruments “held for trading.” As such, these financial instruments are recorded at their fair values. Changes in the fair value of held for trading instruments are recorded as investment income and disclosed as financial expenses in the income statement. Accounts receivable and income tax credits receivable are classified as loans and receivables. They are recorded at cost, which at initial recognition corresponds to fair value. Subsequent revaluations of accounts receivable are recorded at amortized cost, which generally corresponds to the initially recognized amount less any allowance for doubtful accounts. The Company has chosen to classify its financial liabilities (accounts payable, accrued liabilities, and long term debt) as other liabilities. Financial liabilities are initially measured at cost, and subsequent revaluations are recorded at amortized cost using the effective interest rate method. Transaction fees related to “other liabilities” are capitalized and presented against long-term debt. They are amortized using the effective interest rate and are recorded in the income statement. Use of estimates The presentation of financial statements in accordance with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The main accounting estimates relate to the income tax credit receivable, the provision for warranty and the assumptions used in the determination of the fair value of the stock options and warrants. Actual results could differ from those estimates. RISK FACTORS AND UNCERTAINTIES Opsens operates in an industry that is subject to various risks and uncertainties. The Company’s business, financial position, and operating results could be impacted negatively by these risks and uncertainties. The risks and uncertainties listed below are not the only risks and uncertainties that could impact the Company. Capital requirements Additional financing may be required for operating and investment activities. There is no guarantee that additional capital would be available for situations that would be acceptable for Opsens and favourable for its growth. Revenues Opsens draws most of its revenue from the sale of readout devices and fiber optic sensors. The company feels that the revenue from these products will continue to represent a significant share of Opsens’ revenue for the foreseeable future. Consequently, Opsens is particularly vulnerable to fluctuations in the demand for its products. Therefore, if demand for Opsens products decreases significantly, the company and the operating results could be unfavourably affected. 22 Labour and key personnel Opsens depends on the services of its engineers, technical employees, and key management personnel. The loss of one of these people could have a significant unfavourable impact on the company, its operating results, and its financial position. The success of Opsens is largely dependent upon its ability to identify, hire, train, motivate, and retain highly skilled management employees, engineers, technical employees, and sales and marketing personnel. Competition for its employees can be intense, and Opsens cannot ensure that it will be able to bring in and retain highly skilled technical and management personnel in the future. Its ability to bring in and retain management and technical personnel and the necessary sales and marketing employees could have an unfavourable impact on its growth and future profitability. Opsens may be obligated to increase the compensation paid to current or new employees, which could substantially increase operating expenses. Growth management and market development There is no guarantee that Opsens can develop its market significantly, thus affecting its profitability. Opsens’ expected rapid growth may create significant pressure on management, operations, and technical resources. Opsens foresees increased operating and personnel expenses in the future. In order to manage its growth, Opsens may need to increase the size of its technical and operational staff and manage its personnel while maintaining many effective relationships with third parties. There is no guarantee that Opsens will be able to manage its business growth. The inability of Opsens to establish consistent management systems, add economic resources, or manage its expansion adequately would have a significant, unforeseeable effect on its activities and operating results. Pricing policies The competitive market in which Opsens operates could force it to reduce its prices. If its competitors offer large discounts on certain products and services in order to gain market share or sell products and services, Opsens may need to lower its prices and offer other favourable terms in order to compete successfully. Such changes could reduce profit margins and have an unfavourable impact on its operating results. Some of Opsens’ competitors could offer products and services that compete with theirs for promotional purposes or as part of a long-term pricing strategy or offer price guarantees or product implementation. With time, these practices could limit the prices that Opsens may charge for its products and services. If Opsens cannot offset these price reductions with a corresponding increase in sales or decreased expenses, the decreased revenues from products and services could unfavourably affect its profit margins and operating results. Product failures and mistakes Opsens products are complex and therefore may contain failures and mistakes that could be detected at any time in a product’s life cycle. Failures and mistakes in its products could have a significant unfavourable impact on its reputation, open it up to significant costs, delay product launch dates, and harm its ability to sell its products in the future. The costs of correcting a failure or mistake in one of these products could be significant and could negatively affect its operating margins. Although Opsens expects to continue to test products to detect failures and mistakes and to work with its customers through its support and maintenance services in order to find and correct failures and mistakes, they could appear in its products in the future. Warranties, recalls, and legal proceedings Opsens is exposed to warranty expenses, product recalls, and other claims, particularly if the products prove to be defective, which would harm business development and the Company’s reputation. Intellectual property and exclusive rights In order to protect its intellectual property rights, Opsens relies on a combination of laws related to patents and trademarks, trade secrets, confidentiality procedures, and contractual provisions. Despite Opsens’ best efforts to protect its intellectual property rights, unauthorized individuals may attempt to copy certain aspects of Opsens products or obtain information that Opsens considers to be its property. The monitoring of the unauthorized use of exclusive technologies, if applicable, may prove difficult, time consuming, and expensive. In addition, the laws of 23 certain countries in which Opsens products will be sold do not protect their products and their related intellectual property rights in the same way as the laws of Canada and the United States. There is no certainty that Opsens will successfully protect its intellectual property rights, which could unfavourably affect it. Patents applications, claims, PCTs, and Continuations in Part files by Opsens could be incomplete, invalid, circumvented, or deemed not applicable. Legal proceedings could prove necessary to carry out patent applications, claims, PCTs, and Continuations in Part. These cases could lead to considerable expenses without any guarantee of success. Despite Opsens’ best efforts to ensure its right to market its products on its target markets, competitor patents could impede the sales potential of certain products. Competition and technological obsolescence Competitors and new companies could launch new products. In order to remain on the cutting edge of technology, Opsens may need to launch a new generation of fiber optic sensors and develop its related products and services. Whether it is competition from development companies and/or marketing of fiber optic sensors or a merger or acquisition of existing companies, competition within certain fiber optic sensor industry sectors offering solutions similar to what Opsens offers is vigorous and could increase. Some of Opsens’ competitors have significantly greater financial, technical, distribution, and marketing resources than Opsens. Technological progress and product development could make Opsens products obsolete or reduce their value. Currency exchange rate Since Opsens makes significant sales in U.S. dollars, while a large part of its operating expenses are incurred in Canadian dollars, exchange rate fluctuations between the two currencies may have an unfavourable impact on its activities, financial position, and operating results. Based on outlooks and its expected penetration in the oil and gas market, the weighting of Canadian sales should increase during the coming fiscal years and, consequently, reduce Opsens’ currency exchange risk. Restrictive clauses The Company has restrictive clauses regarding indebtedness and working capital in the agreement with its financial institution. If these restrictive clauses are not respected, Opsens may need to allocate a portion of its working capital to repaying the LFPEC loan, valued at $31,749 as at August 31, 2010. OTHER INFORMATION Updated information on the Company can be found on the SEDAR Web site at http://www.sedar.com. On behalf of management, Chief Financial Officer and Secretary (s) Louis Laflamme _______________ November 18, 2010 24 Samson Bélair/Deloitte & Touche s.e.n.c.r.l. 925, Grande Allée Ouest Bureau 400 Québec QC G1S 4Z4 Canada Tél.: 418-624-3333 Télec. : 418-624-0414 www.deloitte.ca Auditors’ report To the shareholders of Opsens Inc. We have audited the consolidated balance sheets of Opsens Inc. as at August 31, 2010 and 2009 and the consolidated statements of earnings (loss) and comprehensive earnings (loss), shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles. 1 October 20, 2010 ____________________ 1 Chartered accountant auditor permit no. 11848 26 Opsens Inc. Consolidated statements of earnings (loss) and comprehensive earnings (loss) Years ended August 31, 2010 and 2009 Revenues Sales Cost of sales Gross margin Expenses (revenues) Administrative Marketing Research and development Stock option-based compensation (Note 15b) Amortization of property, plant and equipment Amortization of intangible assets Financial income (Note 4) Gain on disposal (Note 6) 2010 $ 2009 $ 5,280,716 3,087,816 3,172,311 1,999,843 2,108,405 1,087,973 1,521,224 1,178,659 870,157 1,046,921 282,057 178,754 31,866 871,972 827,406 229,408 164,460 21,387 (40,839) (34,687) (2,375,107) - 1,515,033 3,258,605 Earnings (loss) before income taxes 593,372 (2,170,632) Net earnings (loss) and comprehensive earnings (loss) 593,372 (2,170,632) Net earnings (loss) per share (Note 16) Basic Diluted 0.01 0.01 (0.05) (0.05) The accompanying notes are an integral part of the consolidated financial statements. Additional information on the statements of earnings (loss) and comprehensive earnings (loss) is presented in Note 24. Page 2 27 5 7 3 , 4 4 6 , 3 - 7 2 7 , 6 1 1 - 1 1 1 , 3 4 1 8 8 0 , 1 - - - - - - - ) 8 0 4 , 2 6 4 ( ) 8 0 4 , 2 6 4 ( 7 5 0 , 2 8 2 - 2 7 3 , 3 9 5 2 7 3 , 3 9 5 l a t o T t i c i f e D l s u p r u s s n o i t p o s t n a r r a W s e r a h s l a t o T d e t u b i r t n o C k c o t S n o m m o C k c o t S s n o i t p o s t n a r r a W s e r a h s n o m m o C $ $ $ $ $ $ ) r e b m u n ( ) r e b m u n ( ) r e b m u n ( ) r e b m u n ( 0 1 0 2 3 1 6 , 1 4 5 , 5 ) 6 0 7 , 8 2 7 , 8 ( 7 4 0 , 5 9 5 6 3 9 , 3 8 7 7 7 0 , 6 5 8 9 5 2 , 5 3 0 , 2 1 3 5 8 , 5 7 0 , 9 4 0 0 0 , 8 8 7 , 2 9 0 5 , 9 8 8 , 2 4 4 3 , 8 9 3 , 3 4 9 0 0 2 , 1 3 t s u g u A t a s a e c n a a B l y t i u q e ’ s r e d l o h e r a h s f o s t n e m e t a t s d e t a d i l o s n o C 0 1 0 2 , 1 3 t s u g u A d e d n e r a e Y . c n I s n e s p O 28 - - - 3 5 5 , 3 3 7 - - - - 0 0 0 , 6 8 6 5 7 3 , 8 5 9 , 2 0 5 2 , 1 3 4 , 6 7 2 7 , 6 1 1 - 9 9 2 , 9 9 2 ) 9 6 4 , 3 6 ( 0 8 5 , 6 0 2 - ) 3 5 5 , 3 3 7 ( - ) 3 5 4 , 6 0 5 , 2 ( - - - - 0 5 7 , 3 4 1 , 2 0 0 5 , 7 8 2 , 4 t n e m e c a p l e t a v i r P – e c n a u s s i t n a r r a w d n a e r a h S 9 9 2 , 9 9 2 - e t a v i r P – s e s n e p x e e c n a u s s I – s r e k o r b o t e c n a u s s i t n a r r a W s t n a r r a W – e c n a u s s i e r a h S t n e m e c a p l ) 9 8 8 , 8 7 1 ( 9 8 8 , 8 7 1 d e s i c r e x e ) 3 5 4 , 6 0 5 , 2 ( - d e l l e c n a c s t n a r r a W 5 3 9 , 9 5 8 , 9 ) 2 4 7 , 7 9 5 , 8 ( 0 0 6 , 8 2 3 , 1 7 7 6 , 5 6 0 , 1 2 8 7 , 1 6 8 8 1 6 , 1 0 2 , 5 1 9 9 6 , 3 5 6 , 4 5 0 0 5 , 0 4 1 , 4 6 1 2 , 7 4 6 , 2 3 8 9 , 5 6 8 , 7 4 3 e g a P . s t n e m e t a t s l a i c n a n i f d e t a d i l o s n o c e h t f o t r a p l a r g e t n i n a e r a s e t o n i g n y n a p m o c c a e h T - - - - - - ) 6 1 3 ( - - - 7 5 0 , 2 8 2 - - - - - - - 4 0 4 , 1 - ) 0 5 2 , 1 ( - - - - - ) 0 0 0 , 6 ( ) 0 0 0 , 6 ( 0 5 7 , 9 5 3 , 1 0 5 7 , 9 5 3 , 1 - - - - - - - - - - - - 0 5 2 , 1 - - - - - y t i u q e n o s e s n e p x e e c n a u s s I s t n e n o p m o c n o i t a s n e p m o c d e s a b - k c o t S k c o t S – e c n a u s s i e r a h S d e s i c r e x e s n o i t p o d e l l e c n a c s n o i t p O d e t n a r g s n o i t p O 0 1 0 2 , 1 3 t s u g u A t a s a e c n a a B l i s g n n r a e t e N l a t o T t i c i f e D l s u p r u s s t n a r r a W s n o i t p o s e r a h s l a t o T d e t u b i r t n o C k c o t S n o m m o C k c o t S s n o i t p o s t n a r r a W s e r a h s n o m m o C $ $ $ $ $ $ ) r e b m u n ( ) r e b m u n ( ) r e b m u n ( ) r e b m u n ( 9 0 0 2 y t i u q e ’ s r e d l o h e r a h s f o s t n e m e t a t s d e t a d i l o s n o C 9 0 0 2 , 1 3 t s u g u A d e d n e r a e Y . c n I s n e s p O 3 1 6 , 1 4 5 , 5 ) 6 0 7 , 8 2 7 , 8 ( 7 4 0 , 5 9 5 7 7 0 , 6 5 8 6 3 9 , 3 8 7 9 5 2 , 5 3 0 , 2 1 3 5 8 , 5 7 0 , 9 4 0 0 0 , 8 8 7 , 2 9 0 5 , 9 8 8 , 2 4 4 3 , 8 9 3 , 3 4 0 0 0 , 0 2 5 5 0 , 9 0 8 , 1 - - 0 7 3 , 9 2 8 , 5 ) 6 8 4 , 2 8 3 , 6 ( ) 8 8 5 , 5 7 1 ( ) 8 8 5 , 5 7 1 ( - - - 8 0 4 , 9 2 2 - - - - ) 2 3 6 , 0 7 1 , 2 ( ) 2 3 6 , 0 7 1 , 2 ( - - - - 5 5 0 , 9 5 ) 0 0 0 , 8 ( - 7 4 0 , 5 9 5 ) 7 4 0 , 5 9 5 ( - - - - - - - - - - - - - - 8 0 4 , 9 2 2 - 0 0 0 , 8 2 - - - - - - 0 0 5 , 5 0 7 0 0 5 , 5 0 7 ) 0 0 0 , 0 6 1 ( ) 0 0 0 , 0 6 1 ( - - - - - - - - ) 1 1 1 , 9 6 3 , 5 ( - ) 1 1 1 , 9 6 3 , 5 ( - - - - - - - - - - - - ) 0 0 0 , 0 5 ( 0 0 0 , 0 5 9 6 0 , 0 0 4 , 1 8 2 5 , 4 5 5 9 5 2 , 7 5 2 , 0 1 0 3 6 , 8 7 7 , 0 5 0 0 5 , 2 4 2 , 2 3 5 4 , 4 0 1 , 8 7 7 6 , 1 3 4 , 0 4 8 0 0 2 , 1 3 t s u g u A t a s a e c n a a B l 0 0 0 , 0 5 7 , 1 4 3 8 , 0 2 1 , 3 7 6 1 , 4 0 2 7 6 6 , 6 1 9 , 2 t n e m e c a p l e t a v i r P – t n a r r a w d n a e c n a u s s i e r a h S s t n a r r a W – e c n a u s s i e r a h S d e s i c r e x e y t i u q e n o s e s n e p x e e c n a u s s I d e r i p x e s t n a r r a W ) c 5 1 e t o N ( d e t n a r g s n o i t p O d e l l e c n a c s n o i t p O s t n e n o p m o c n o i t a s n e p m o c d e s a b - k c o t S 9 0 0 2 , 1 3 t s u g u A t a s a e c n a a B l s s o l t e N 4 e g a P 29 . s t n e m e t a t s l a i c n a n i f d e t a d i l o s n o c e h t f o t r a p l a r g e t n i n a e r a s e t o n i g n y n a p m o c c a e h T Opsens Inc. Consolidated balance sheets August 31, 2010 and 2009 Assets Current Cash and cash equivalents (Note 17) Accounts receivable (Note 7) Income tax credits receivable (Note 22) Work in progress Inventories (Note 8) Prepaid expenses Balance of purchase price to be received – short term Balance of purchase price to be received – long term (Note 11) Property, plant and equipment (Note 9) Intangible assets (Note 10) Goodwill Liabilities Current Accounts payable and accrued liabilities (Note 13) Current portion of long-term debt (Note 14) Long-term debt (Note 14) Shareholders’ equity Share capital (Note 15a) Stock options (Note 15b) Warrants (Note 15c) Contributed surplus Deficit 2010 $ 2009 $ 5,347,801 2,055,923 152,080 40,000 1,428,439 144,338 428,024 9,596,605 398,013 670,059 175,176 676,574 2,887,085 573,310 214,624 - 1,125,260 80,198 - 4,880,477 - 723,424 169,799 676,574 11,516,427 6,450,274 1,402,249 125,001 1,527,250 129,242 1,656,492 518,782 133,440 652,222 256,439 908,661 15,201,618 1,065,677 861,782 1,328,600 (8,597,742) 9,859,935 11,516,427 12,035,259 783,936 856,077 595,047 (8,728,706) 5,541,613 6,450,274 The accompanying notes are an integral part of the consolidated financial statements. References: Commitments (Note 18) Contractual guarantees (Note 19) Approved by the board Signed [Gordon Zive] director Signed [Pierre Carrier] director 30 Page 5 Opsens Inc. Consolidated statements of cash flows Years ended August 31, 2010 and 2009 Operating activities Net earnings (loss) Adjustments for: Amortization of property, plant and equipment Amortization of intangible assets Premium payable to Canada Economic Development Premium payable to Investissement Québec Stock option-based compensation Gain on disposal Implicit interest on balance of purchase price to be received Changes in non-cash operating working capital items (Note 17) Investing activities Acquisition of property, plant and equipment Acquisition of intangible assets Assets disposal Financing activities Increase in long-term debt Reimbursement of long-term debt Issuance of equity components Issuance of equity component expenses Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning Cash and cash equivalents at end 2010 $ 2009 $ 593,372 (2,170,632) 178,754 31,866 164,460 21,387 - - 24,353 8,520 282,057 229,408 (2,375,107) (5,821) (1,579,750) (302,637) (2,874,629) (2,025,141) (125,389) (333,704) (37,243) (31,418) 2,190,720 - 2,028,088 (365,122) 19,260 84,295 (154,896) (202,934) 3,788,574 1,770,000 (345,681) (116,533) 3,307,257 1,534,828 2,460,716 (855,435) 2,887,085 3,742,520 5,347,801 2,887,085 The accompanying notes are an integral part of the consolidated financial statements. Additional information on consolidated statements of cash flows is presented in Note 17. Page 6 31 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 1. Description of business The Company is incorporated under part IA of the Québec Companies Act. The Company specializes in developing and manufacturing technical and scientific instruments. 2. Changes in accounting policies Changes applied for the exercise ended August 31, 2010 On September 1, 2009, the Company adopted the new accounting standards issued by the Canadian Institute of Chartered Accountants (“CICA”): Section 3064, “Goodwill and intangible assets,” replacing Section 3062, “Goodwill and other intangible assets” and Section 3450, “Research and development costs.” It establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The Company adoption of this new Section did not have a material impact on its consolidated financial statements. Changes applied for the exercise ended August 31, 2009 On September 1, 2008, the Company adopted the new accounting standards issued by the CICA regarding “Capital Disclosures” (Section 1535), “Inventories” (Section 3031), “Instruments – Disclosures” (Section 3862) and “Financial Instruments – Presentation” (Section 3863). The new standards were applied without restatement of comparative financial statements. Inventories Section 3031 provides guidance on the determination of cost and its subsequent recognition as an expense, including any write-down to net realizable value. It also provides guidance on the cost formulas that are used to assign costs to inventories. Since this standard came into effect, the Company has been recording its raw materials inventory at the lower of cost and net realizable value. In the past, the Company recorded raw materials inventory at the lower of cost and replacement value. This new policy has no impact on the current consolidated financial statements. Capital disclosures Section 1535, “Capital Disclosures,” establishes standards for disclosing information about an entity’s capital and how it is managed. It describes the disclosure requirements of the entity’s objectives, policies and processes for managing capital, the quantitative data relating to what the entity regards as capital, whether the entity has complied with capital requirements, and, if it has not complied, the consequences of such non-compliance. Since the standard came into effect, the Company has been presenting relevant information about capital management in the “Capital management” note. 32 Page 7 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 2. Changes in accounting policies (continued) Changes applied for the exercise ended August 31, 2009 (continued) Financial instruments Sections 3862 and 3863 place heightened importance on disclosure, enabling financial statement users to assess the nature and extent of the risks associated with the financial instruments to which the Company is exposed and the manner in which it manages these risks. Future accounting changes a) In January 2009, the CICA issued Handbook Section 1582, “Business Combinations,” replacing Section 1581, “Business Combinations.” The Section establishes standards for the accounting for a business combination. It provides the Canadian equivalent to the IFRS standard, IFRS 3 (Revised), “Business Combinations.” The Section applies prospectively to business combinations for which the acquisition date is on or after January 1, 2011. Earlier application is permitted. As this Section is consistent with IFRS, it will be applied in accordance with our IFRS conversion framework. b) In January 2009, the CICA issued Section 1601, “Consolidated Financial Statements,” and Section 1602, “Non-Controlling Interests,” which together replace Section 1600, “Consolidated Financial Statements.” Section 1601 establishes standards for the preparation of consolidated financial statements. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. It is equivalent to the corresponding provisions of IFRS standard, IAS 27 (Revised), “Consolidated and Separate Financial Statements.” The Sections apply to interim and annual consolidated financial statements relating to fiscal years beginning on January 1, 2011. Earlier adoption is permitted as of the beginning of a fiscal year. As these Sections are consistent with IFRS, they will be applied in accordance with our IFRS conversion framework. International Financial Reporting Standards The Accounting Standards Board (“AcSB”) of Canada has announced that accounting standards in Canada, as used by public companies, will converge to International Financial Reporting Standards (“IFRS”) over a transition period that is expected to be complete by January 1, 2011. On February 13, 2008, the AcSB confirmed 2011 as the official changeover date from current Canadian generally accepted accounting principles (“GAAP”) to IFRS. The changeover date applies to the annual and interim financial statements beginning on or after January 1, 2011. The Company will convert to these new standards according to the timetable set with these new rules. The Company is currently assessing the future impact of these new standards on its commercial activities, its financial information systems and its consolidated financial statements. Page 8 33 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 3. Accounting policies The financial statements have been prepared in accordance with Canadian GAAP and include the following policies: Principles of consolidation The consolidated financial statements include the accounts of the Company and those of its wholly- owned subsidiary Opsens Solutions Inc. since its acquisition. Cash and cash equivalents Cash and cash equivalents include cash and short-term investments redeemable anytime or with a maturity of three months or less beginning on the acquisition date. Inventories Inventories are valued at the lower of cost and net realizable value. Cost is determined using the moving average method. Property, plant and equipment Property, plant and equipment and intangible assets with finite lives are recorded at their acquisition cost. Amortization is provided using the declining balance method based on their useful lives, except for patents, which are amortized using the straight-line method, at the following annual rates: Property, plant and equipment and intangible assets Office furniture and equipment Production equipment Automotive equipment Research and development equipment Research and development computer equipment Computer equipment Leasehold improvements Intangible assets with limited lives Patents Software Intangible assets with indefinite lives 20% 20% 30% 20% 30% 30% Lease term Term of underlying patent, 5 to 20 years 30% Intangible assets with indefinite lives are recorded at cost and are tested for impairment annually or more frequently if events or changes in circumstances indicate a potential impairment in value. The excess of the carrying value over the fair value is recorded in loss. 34 Page 9 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 3. Accounting policies (continued) Impairment of long-lived assets Long-lived assets held are reviewed annually or more frequently when events or changes in circumstances cause its carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition. The impairment loss is calculated by deducting the fair value of the asset from its carrying value. Government assistance and income tax credits for research and development Government grants are recorded when there is reasonable assurance that the Company has complied with and will continue to comply with all the conditions of the grant. Non-repayable grants or contributions related to operating expenses are included in the statement of loss when the related expenses are incurred. Grants related to capital expenditures are netted against the related assets when acquired. The Company is also eligible for income tax credits for scientific research and experimental development (“SR&ED”) awarded by the federal and provincial governments. The portion of SR&ED credits immediately receivable is accounted for in the year during which the related costs or capital expenses are incurred. The portion of SR&ED credits not immediately receivable is accounted for in the year during which these costs or expenses are incurred, provided the Company has reasonable assurance that these credits will be recovered. Income tax credits are applied against expenses or related assets. Recorded income tax credits are based on management’s estimates of amounts expected to be recovered and are subject to an audit by the taxation authorities. Earnings (loss) per share Earnings (loss) per share is determined using the weighted average number of outstanding shares during the period. The Company uses the treasury stock method to calculate the diluting effect of share purchase options and warrants. Reconciliations of the numerators and the denominators used in the calculation of the basic and diluted earnings (loss) are disclosed in accordance with the GAAP. Stock-based compensation and other stock-based payments The Company uses the fair value method to assess the fair value of stock options or warrants as at their date of allocation. The fair value is determined using the Black-Scholes option pricing model and is amortized to earnings over the vesting period with an offset to the corresponding shareholder’s equity account. When stock options or warrants are exercised, the corresponding account and the proceeds received by the Company are credited to share capital. Page 10 35 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 3. Accounting policies (continued) Income taxes The Company accounts for income taxes using the tax liability method. Under this method, future income tax assets and liabilities are recognized for deductible or taxable temporary differences between the carrying value and the tax value of the assets and liabilities based on the enacted or substantially enacted tax rates expected to apply to the year in which the differences are expected to reverse. The Company establishes a valuation allowance against future income tax assets if, based on available information, it is more likely than not that some or all the future income tax assets will not be realized. Foreign currency translation Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing at the balance sheet date while non-monetary items are translated at the historical rate. Revenues and expenses denominated in foreign currencies are recorded at the average rate of exchange prevailing during the period, except for depreciation and amortization, which is translated at the historical rate. Foreign exchange gains or losses are included in expenses for the year. Goodwill Goodwill representing the excess of purchase price over fair value of the net identifiable assets of acquired businesses is tested for impairment annually or more frequently when an event or circumstance occurs that indicates that goodwill might be impaired. When the carrying amount exceeds the fair value, an impairment loss is recognized in the statement of earnings in an amount equal to the excess. Revenue recognition and work in progress Opsens Inc. reportable segment revenues related to the sale of products are recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price to the buyer is fixed or determinable and collection is reasonably assured. Opsens Solutions Inc. reportable segment revenues related to the sale or products and sensor installation services are recognized when persuasive evidence of an arrangement exists, on site installation has occurred, the price to the buyer is fixed or determinable and collection is reasonably assured. For contract revenues earned over a long period, revenues are recorded using the percentage of completion method. Therefore, these revenues are recognized proportionately with the degree of completion of the work. The Company uses the efforts expended method to calculate the degree of completion of work based on the number of hours incurred as at the balance sheet date compared to the estimated total number of hours. Work in progress is valued by taking into consideration the number of hours worked but not yet invoiced and the payments received. Losses are recorded as soon as they become apparent. 36 Page 11 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 3. Accounting policies (continued) Financial instruments Cash and cash equivalents are classified as financial instruments “held for trading.” As such, these financial instruments are recorded at their fair values. Changes in the fair value of held for trading instruments are recorded as investment income and disclosed as financial expenses in the income statement. Accounts receivable and income tax credits receivable are classified as loans and receivables. They are recorded at cost, which at initial recognition corresponds to fair value. Subsequent revaluations of accounts receivable are recorded at amortized cost, which generally corresponds to the initially recognized amount less any allowance for doubtful accounts. The Company has chosen to classify its financial liabilities (accounts payable, accrued liabilities, and long term debt) as other liabilities. Financial liabilities are initially measured at cost, and subsequent revaluations are recorded at amortized cost using the effective interest rate method. Transaction fees related to “other liabilities” are capitalized and presented against long-term debt. They are amortized using the effective interest rate and are recorded in the income statement. Use of estimates The presentation of financial statements in accordance with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The main accounting estimates relate to the income tax credits receivable, the provision for warranty and the assumptions used in the determination of the fair value of the stock options and warrants. Actual results could differ from those estimates. 4. Financial instruments Cash equivalents and temporary investments The Company is exposed to various types of risks in the management of its cash and cash equivalents, including those related to the use of financial instruments. To manage these risks, controls were put in place, particularly those related to investment policy. The investment policy is approved by the board of directors. The Company’s investment policy aims primarily to protect capital, while considering return on investment and income taxes. Market risk Market risk is the risk that the value of a financial instrument will fluctuate as a result of changes in the parameters underlying their measurement, particularly interest rates and market prices. Page 12 37 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 4. Financial instruments (continued) Interest rate risk Interest rate risk exists when interest rate fluctuations modify the cash flows of the Company’s investments. The Company owns investments with fixed interest rates. As of August 31, 2010, the Company was holding more than 81.4% (85.4% as August 31, 2009) of its cash equivalents in all time redeemable term-deposit. Financial charges (income) Interest and bank charges Interest on long-term debt Gain on foreign currency translation Interest income Credit risk 2010 $ 20,033 23,457 (14,200) (70,129) (40,839) 2009 $ 25,599 42,684 (20,524) (82,446) (34,687) The use of financial instruments can create a credit risk that is the risk of financial loss resulting from a counterparty’s inability or refusal to fully discharge its contractual obligations. The Company’s credit risk management policies include the authorization to carry out investment transactions with recognized financial institutions, with credit ratings of at least A and higher, in either bonds, money market funds or guaranteed investment certificates. Consequently, the Company manages credit risk by complying with established investment policies. Concentration risk Concentration risk exists when investments are made with multiple entities that share similar characteristics or when a large investment is made with a single entity. As of August 31, 2010, the Company was holding more than 81.4% (85.4% as at August 31, 2009) of its cash equivalents portfolio in all time redeemable term-deposit with the same financial institution. Operational credit risk The Company provides credit for a conventional period of 30 days to its customers in the normal course of business. Credit evaluations are performed on an ongoing basis of all its accounts receivable and an allowance for doubtful accounts is recorded when those accounts are deemed uncollectible. One major customer represents 66.13% of the Company’s accounts receivable as at August 31, 2010 (50.73% as at August 31, 2009). As at August 31, 2010, 23.79% (23.66% as at August 31, 2009) of the accounts receivable were of more than 90 days whereas 61.48% (33.49% as at August 31, 2009) of those were with less than 30 days. The maximum exposure to the risk of credit for receivable corresponded to their book value. On August 31, 2010, the bad debt provision was established at $6,110 ($14,678 on August 31, 2009). Management considers that substantially all receivables are fully collectible as most of our customers are large corporations with good credit standing and no history of default. 38 Page 13 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 4. Financial instruments (continued) Interest rate and cash flow risk The Company is exposed to interest rate fluctuations on certain long-term debt that bears interest at variable rates. The Company does not actively manage this risk. Assuming the cash equivalents and long-term debt as reported on August 31, 2010 had been the same throughout the period, a hypothetical 1% interest rate increase would have had an unfavourable impact of $1,029 on the net profit for the year ended August 31, 2010 and $1,975 on the net loss for the year ended August 31, 2009. The net profit (loss in 2009) would have had an equal but opposite effect for a hypothetical 1% interest rate decrease. Foreign exchange risk The Company realizes certain sales and purchases and certain supplies and professional services in US dollars. Therefore, it is exposed to foreign currency fluctuations. The Company does not actively manage this risk. For the years ended August 31, 2010 and 2009, if the Canadian dollar had strengthened 10% against the US dollar with all other variables held constant, after-tax net income would have been $142,000 lower (net loss would have been $138,000 higher in 2009). Conversely, if the Canadian dollar had weakened 10% against the US dollar with all other variables held constant, after-tax net income would have been $142,000 higher (net loss would have been $138,000 lower in 2009) for the same periods. As at August 31, 2010, the risk to which the Company was exposed is established as follows: Cash (US$467,612) Accounts receivable (US$468,010) Balance of purchase price to be received (US$786,250) Accounts payable and accrued liabilities (US$87,587) Total Fair value 2010 $ 509,164 501,350 826,037 (93,826) 2009 $ 78,752 471,847 - (30,545) 1,742,725 520,054 The fair value of cash and cash equivalents, accounts receivable, income tax credits receivable, balance of purchase price receivable and accounts payable and accrued liabilities approximates their carrying value due to their short-term maturities. The fair value of long-term debt is based on the discounted value of future cash flows under the current financial arrangements at the interest rate the Company expects to currently negotiate for loans with similar terms and conditions and maturity dates. The fair value of long-term debt approximates its carrying value due to the current market rates. Page 14 39 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 4. Financial instruments (continued) Liquidity risk Liquidity risk represents the possibility of the Company not being able to raise the funds needed to meet financial commitments at the appropriate time and under reasonable conditions. The Company manages this risk by maintaining permanent and sufficient liquidity to meet current and future financial obligations, under both normal and exceptional circumstances. The funding strategies used to manage this risk include turning to capital markets to carry out issues of equity and debt securities. The following are the contractual maturities of the financial liabilities, principal and interest (assuming current interest rates), as at August 31, 2010: 0 to 12 1 year to 2 years to More than Total months 2 years 5 years 5 years $ $ $ $ $ Accounts payable and accrued liabilities Long-term debt 1,402,249 1,402,249 263,252 136,620 Obligation under capital lease 54,933 22,838 - 80,035 15,345 - 46,597 16,750 Commitments Total 649,604 276,091 157,886 215,627 2,370,038 1,837,798 253,266 278,974 - - - - - 5. Capital management The Company uses its capital to finance marketing expenses, research and development activities, administrative and working capital and capital assets. Historically, the Company has financed activities through rounds of public and private financing, debt financing as well as government grants. The Company quarterly reviews net loss and earnings before interest, taxes, depreciation, amortization and stock option-based compensation "EBITDAO". The EBITDAO has no normalized sense prescribed by the GAAP. It is not very probable that this measure is comparable with measures of the same type presented by other issuers. The EBITDAO is defined by the Company as the cash flows from operating activities without taking in consideration changes in non-cash operating working capital items. Net earnings (loss) Financial income Amortization of property, plant and equipment Amortization of intangible assets Stock option-based compensation EBITDAO 40 2010 $ 2009 $ 593,372 (2,170,632) (40,839) (34,687) 178,754 31,866 282,057 164,460 21,387 229,408 1,045,210 (1,790,064) Page 15 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 5. Capital management (continued) The Company targets to improve these ratios which positively vary for the year ended August 31, 2010 compare to the same period in 2009. The Company believes that its current liquid assets are sufficient to finance its activities on the short-term. The Company has an authorized line of credit which is described at Note 12. 6. Gain on disposal On August 16, 2010, Opsens reached agreement to license through an Intellectual Property and Assignment Agreement (“The Agreement”) its technology in the high-power transformers business to a subsidiary of LumaSense Technologies Inc., of Santa Clara, California (United States). The Agreement gives LumaSense exclusive rights to use Opsens’ technology in the transformer business. LumaSense will have also have access to Opsens’ existing distribution channels for its transformer business. LumaSense has paid Opsens US$2.1 million in cash upon closing and will pay a further US$500,000 in one year and US$500,000 two years after closing. The Agreement was recorded as a disposal. Gain on disposal calculation had been calculated as following: Proceeds Cash received at closing Balance of purchase price to be received as of August 16, 2011 (nominal value of US$500,000) Balance of purchase price to be received as of August 16, 2012 (nominal value of US$500,000) Disposal fees Inventory and purchases credit Other expenses and accrued expenses Deferred revenues – manufacturing agreement* Gain on disposal Amount $ 2,190,720 443,360 376,856 3,010,936 150,000 265,829 220,000 635,829 2,375,107 * Opsens engaged in a manufacturing agreement with terms and conditions that are beneficial to LumaSense. Page 16 41 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 7. Accounts receivable Trade Allowance for doubtful accounts Taxes receivable Contributions receivable 8. Inventories Raw materials Finished goods 9. Property, plant and equipment Office furniture and equipment Leased office furniture and equipment Production equipment Leased automative equipment Research and development equipment, 2010 $ 2009 $ 1,938,099 (6,110) 28,901 95,033 511,678 (14,678) 50,415 25,895 2,055,923 573,310 2010 $ 2009 $ 669,149 759,290 636,084 489,176 1,428,439 1,125,260 2010 Accumulated Net book Cost amortization value $ $ $ 85,114 8,326 173,383 59,028 41,971 6,365 43,143 1,961 51,864 121,519 25,382 33,646 net of income tax credits of $23,834 761,751 399,671 362,080 Research and development computer equipment, net of income tax credits of $3,078 Computer equipment Leased computer equipment Leasehold improvements 27,122 138,836 29,009 39,908 21,176 70,213 14,796 20,980 5,946 68,623 14,213 18,928 1,322,477 652,418 670,059 42 Page 17 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 9. Property, plant and equipment (continued) Cost $ 74,483 8,326 113,514 59,028 Accumulated amortization $ 32,283 5,875 37,366 10,963 2009 Net book value $ 42,200 2,451 76,148 48,065 Office furniture and equipment Leased office furniture and equipment Production equipment Leased automative equipment Research and development equipment, net of income tax credits of $23,834 734,428 300,469 433,959 Research and development computer equipment, net of income tax credits of $3,078 Computer equipment Leased computer equipment Leasehold improvements 27,122 111,269 29,009 39,908 18,617 44,466 8,703 14,921 8,505 66,803 20,306 24,987 1,197,087 473,663 723,424 10. Intangible assets Indefinite lives Trademarks Limited lives Patents Softwares, net of income tax credits of $1,518 Indefinite lives Trademarks Limited lives Patents Softwares, net of income tax credits of $1,518 Cost $ Accumulated amortization $ 2010 Net book value $ 200 - 200 223,485 46,751 270,436 60,921 34,339 95,260 Cost $ Accumulated amortization $ 162,564 12,412 175,176 2009 Net book value $ 200 - 200 203,454 41,578 245,232 46,414 29,019 75,433 157,040 12,559 169,799 Page 18 43 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 11. Balance of purchase price to be received Balance of purchase price to be received of US$1,000,000 payable in two amounts of US$500,000 at the end of each next two years following agreement signature, actualized at an implicit annual rate of 15% Imputed interests (at 15% rate) Balance receivable – short term Balance receivable – long term 12. Authorized line of credit 2010 $ 2009 $ 820,216 5,821 826,037 428,024 398,013 - - - - - The Company has an authorized line of credit for a maximum amount of $200,000, $50,000 of which is available at all times and which does not take into consideration the margining. When using the line of credit in an amount varying from $50,000 and $100,000, the available credit is limited to an amount that is equal to 75% of Canadian accounts receivable and 65% of foreign accounts receivable plus 50% of inventories of raw materials and finished goods. If the amount used exceeds $100,000, the credit available is limited to an amount equal to 75% of Canadian accounts receivable and 90% of ensured foreign accounts receivable plus 50% of inventories of raw materials and finished goods. This line of credit bears interest at the financial institution’s prime rate plus 2% and is repayable on a weekly basis by $5,000 tranches. It is secured by a first-rank movable hypothec for an amount of $750,000 on the universality of receivables and inventories. Under the terms and conditions of the credit agreement, the Company is subject to certain covenants with respect to maintaining minimum financial ratios (see Note 5). The Company respects these financial ratios as at August 31, 2010, but the credit line was not used at the end of the period. The Company also has credit cards for a maximum amount of $50,000 to finance its current operations. The balance used on these credit cards bears interest at the financial institution’s prime rate plus 4%. 13. Accounts payable and accrued liabilities Suppliers Provision for warranty (Note 19) Disposal fees payables (Note 6) 2010 $ 2009 $ 734,560 491,461 31,860 27,321 635,829 - 1,402,249 518,782 44 Page 19 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 14. Long-term debt Contributions repayable to Canada Economic Development, without interest, repayable in five equal and consecutive annual instalments effective of $39,567 and $20,000, maturing in February 2012 and June 2013 Debt balance Imputed interest BDC loan, of an authorized amount of $285,000, bearing interest at the Bank’s prime rate plus 2.5%, repayable in monthly principal instalments of $3,690 and a final payment of $870 in January 2012, secured by a first-rank movable hypothec in the amount of $285,000 on the universality of the Company’s present and future, tangible and intangible property, subordinated only with respect to trade accounts receivable and inventories provided as security for the operating loans or operating lines of credits, and for which the BDC granted a subordinate clause in favour of Investissement Québec for an amount of $255,750 on the intellectual property, and by joint and several suretyship of certain shareholders for an amount equal to 25% of the outstanding commitment Canada Small Business Financing Act loan, for an authorized amount of $119,340, bearing interest at the financial institution’s prime rate plus 2.75% annually, repayable in monthly principal instalments of $1,423 until December 2011, secured by a first-rank movable hypothec in the amount of $119,340 on specific property Capital lease, bearing interest at 13,5%, payable in monthly instalments of $1,367, including interest and a final payment of $1,417, maturing in December 2010 Capital lease, bearing interest at 10.6%, payable in monthly instalments of $98, including interest and a final payment of $486 maturing in March 2011 Amounts carried forward 2010 $ 2009 $ 139,129 198,696 (23,448) (42,707) 115,681 155,989 59,910 104,190 31,749 55,561 4,513 19,211 1,043 2,054 212,896 337,005 Page 20 45 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 14. Long-term debt (continued) Amounts carried forward 212,896 337,005 2010 $ 2009 $ Capital lease, bearing interest at 13.5%, payable in monthly instalments of $140, including interest and a final payment of $740 maturing in August 2012 Capital lease, bearing interest at 9.7%, payable in monthly instalments of $837, including interest and a final payment of $837 maturing in April 2014 Capital lease, bearing interest at 13.5%, payable in monthly instalments of $375, including interest and a final payment of $1,650 maturing in August 2012 Current portion Principal payments required over the next five years are as follows: Obligations – Capital lease Total payments $ Imputed interest $ Principal payments $ 3,575 4,689 30,925 37,632 6,847 10,553 254,243 389,879 125,001 129,242 133,440 256,439 Debt and principal portion Other debts of capital lease $ $ 2011 2012 2013 2014 22,838 15,345 10,047 6,703 3,678 2,209 1,099 236 19,160 13,136 8,948 6,467 105,841 62,314 38,557 - 125,001 75,450 47,505 6,467 Under the terms and conditions of the agreement on long-term debt with its financial institution, the Company is subject to certain covenants with respect to maintaining minimum financial ratios (see Note 5). 46 Page 21 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 15. Share capital, stock options and warrants a) Share capital Authorized, unlimited number Common shares, voting and participating without par value Year ended August 31, 2010 Outstanding shares and the changes occurred during the year are as follows: Issued and fully paid Number Amount $ Balance at beginning of year 43,398,344 12,035,259 Share issuance – Warrants exercised (Note 15a)i) 178,889 206,580 Share issuance – Stock options exercised (Note 15a)ii) 1,250 1,404 Share issuance – Private placement (Note 15a)iii) 4,287,500 2,958,375 Balance as at August 31, 2010 47,865,983 15,201,618 i) Warrants exercised During the year ended August 31, 2010, 178,889 warrants entitling their holders to acquire one common share of the Company at a price of $0.80 per share were exercised for a total amount of $143,111. The book value of the exercised warrants was transferred to share capital for an amount of $63,469. ii) Stock options exercised During the year ended August 31, 2010, 1,250 stock options entitling their holders to acquire one common share of the Company at a price of $0.87 per share were exercised for a total amount of $1,088. The book value of the exercised warrants was transferred to share capital for an amount of $316. iii) Private placement On February 12, 2010, the Company realized a private placement of 4,287,500 units at a price of $0.85 per unit for gross proceeds of $3,644,375. Each unit is comprised of one common share and one-half common share purchase warrant of the Company. Each warrant will entitle the holder to purchase one common share of the Company at a price of $1.15 for a period of 24 months following the closing of the offering. Opsens paid to the agents a cash commission equal to $254,404 and issue broker compensation warrants entitling the agents to purchase 299,299 common shares of Opsens. The broker warrants shall be issuable at an exercise price per common share equal to the offering price for a period of 24 months from the closing of the offering. Page 22 47 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 15. Share capital, stock options and warrants (continued) a) Share capital (continued) Year ended August 31, 2009 Outstanding shares and the changes occurred during the year are as follows: Issued and fully paid Balance at beginning of year Share issuance – warrants exercised (Note 15a)iv)) Share issuance – Private placement (Note 15a)v)) Balance as at August 31, 2009 iv) Warrants exercised Number Amount $ 40,431,677 10,257,259 50,000 28,000 2,916,667 43,398,344 1,750,000 12,035,259 During the year ended August 31, 2009, 50,000 warrants entitling their holders to acquire one common share of the Company at an average price of $0.40 per share were exercised for a total amount of $20,000. The book value of the exercised warrants was transferred to share capital for an amount of $8,000. v) Private placement On June 25, 2009, the Company realized a private placement of 2,916,667 shares at a price of $0.60 per unit for gross proceeds of $1,750,000. Opsens paid to the agents a cash commission equal to $87,500 and issue, at the closing of the offering, non-transferable broker compensation warrants entitling the agents to purchase 204,167 common shares of Opsens. The broker warrants shall be issuable at an exercise price of $0.60 for a period of 24 months from the closing of the offering. b) Stock options The Company changed the stock option plan on January 19, 2010. The number of common shares reserved by the board of directors for options granted under the plan shall not exceed 10% of the issued and outstanding common shares of the Company. The plan is available to the Company’s directors, consultants, officers and employees. The stock option plan stipulates that the terms of the options and the option price shall be fixed by the directors subject to the price restrictions and other requirements imposed by TSX Venture Exchange. The exercise period cannot exceed five years, beginning on the grant date. These options generally vest over a four-year period, except for 1,000,000 outstanding options granted which are completely vested at grant. The compensation expense in regards to the stock option plan for the year ended August 31, 2010 is $282,057 ($229,408 for the year ended August 31, 2009). 48 Page 23 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 15. Share capital, stock options and warrants (continued) b) Stock options (continued) The fair value of these options was determined using the Black-Scholes option pricing model with the following assumptions: Risk-free interest rate Expected volatility Expected dividend yield on shares Duration Between 1.79% and 2.29% Between 82% and 88% -% 5 years Fair value per option at the grant date Between $0.24 and $0.79 The Black-Scholes options valuation model was developed to estimate the fair value of traded options, which have no vesting restrictions and are fully transferable, a practice which differs significantly from the Company’s stock option awards. In addition, option valuation models require the input of highly-subjective assumptions including the expected stock price volatility. Any changes in the subjective input assumptions can affect the fair value estimate. The situation of the outstanding stock option plan and the changes that took place during the years ended August 31, 2010 and 2009 are as follows: 2010 2009 Weighted average Number of exercise Number of options price options Outstanding at beginning of year 2,788,000 Options granted Options cancelled Options exercised 1,359,750 (6,000) (1,250 ) Outstanding at end of the year 4,140,500 $ 0.61 0.40 0.68 0.87 0.54 2,242,500 705,500 (160,000) - 2,788,000 Weighted average exercise price $ 0.65 0.40 0.52 - 0.61 Options exercisable at end of the year 2,047,063 0.59 1,228,125 0.61 Page 24 49 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 15. Share capital, stock options and warrants (continued) b) Stock options (continued) The table below provides information on the outstanding stock options as at August 31, 2010: Exercise price Number of outstanding stock options Number of exercisable stock options Weighted average residual duration (years) $ 0.36 0.37 0.38 0.40 0.42 0.45 0.50 0.60 0.64 0.72 0.80 0.87 0.95 1.15 219,750 303,250 1,100,000 90,000 50,000 50,000 1,060,000 70,000 50,000 500,000 150,000 257,500 200,000 40,000 80,000 75,813 300,000 22,500 12,500 37,500 790,000 22,500 12,500 250,000 125,000 128,750 150,000 40,000 c) Warrants 4,140,500 2,047,063 4.85 3.64 5.00 3.27 3.39 1.26 1.11 3.59 3.79 2.28 1.91 2.64 1.62 4.21 2.70 The fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions: Units issued Broker compensation warrant Exercisable price Risk-free interest rates Expected volatility Expected dividend yield on shares Duration Fair value by warrant $1.15 1.14% 86% -% 2 years $0.32 $0.85 1.14% 86% -% 2 years $0.39 50 Page 25 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 15. Share capital, stock options and warrants (continued) c) Warrants (continued) The situation of the outstanding warrants and the changes that took place during the years ended August 31, 2010 and 2009 are as follows: 2010 2009 Weighted average exercise price Number of warrants $ Number of warrants Outstanding at beginning of year Warrants issued, private placement (Note 15 a)iii)) Warrants cancelled Warrants exercised during the year (Note 15 a)i)) Outstanding at end of year 2,889,509 1.03 8,104,453 2,443,049 (2,506,453) (178,889) 2,647,216 1.11 1.08 0.80 1.07 204,167 (5,369,111) (50,000) 2,889,509 Weighted average exercise price $ 0.74 0.60 0.56 0.40 1.03 Warrants exercisable at end of year 2,647,216 1.07 2,889,509 1.03 The table below provides information on the outstanding warrants as at August 31, 2010: Exercise price Number of outstanding warrants Number of exercisable warrants Weighted average residual duration (years) $ 0.60 0.85 1.15 204,167 299,299 2,143,750 2,647,216 204,167 299,299 2,143,750 2,647,216 0.82 1.45 1.45 1.40 i) Warrants expired During the year ended August 31, 2010, 150,890 and 2,355,563 warrants entitling its holder to acquire one common share of the Company at a price of $0.80 and $1.10 per share respectively expired. Page 26 51 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 16. Earnings (loss) per share The table below presents a reconciliation between the basic net profit and the diluted net profit per share: 2010 $ 2009 $ Numerator Net earnings (loss) 593,372 (2,170,632) Amount available for calculating the earnings (loss) per share 593,372 (2,170,632) Denominator Number of shares Weighted average number of shares outstanding 47,865,983 41,010,627 Dilutive effect of stock options and warrants 2,924 - Weighted average number of shares outstanding on diluted basis Amount per share Net earnings (loss) per share Basic Diluted 47,868,907 41,010,627 0.01 0.01 (0.05) (0.05) The calculation of dilution effects excludes options and warrants that have an anti-diluting effect. However, should the Company's basic earnings per share have been positive for the first three quarters, some options and warrants, at an exercise price of $0.37, $0.40, $0.42, $0.45, $0.50, $0.60, $0.64, $0.72, $0.80, $0.85 and $0.87 would have been dilutive and would have resulted in the addition of 602,246 shares to the weighted average number of shares outstanding used in the diluted earnings per share calculation for year ended August 31, 2010 (106,072 in 2009). 52 Page 27 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 17. Additional information on the statements of cash flows Changes in non-cash operating working capital items Accounts receivable Income tax credits receivable Inventories Work in progress Prepaid expenses Accounts payable and accrued liabilities Cash and cash equivalents Cash Short-term investments Other information Interests paid Non-cash transactions 2010 $ 2009 $ (1,482,613) 170,641 62,544 (30,674) (303,179) (671,989) (40,000) 237,551 (64,140) 20,256 247,638 (28,422) (1,579,750) (302,637) 997,072 422,168 4,350,729 2,464,917 5,347,801 2,887,085 26,008 49,456 On February 12, 2010, Opsens issued broker compensation warrants entitling the agents to purchase 299,299 common shares of Opsens at an exercise price of $0.85 per share for a book value of $116,727. On June 25, 2009, Opsens issued broker compensation warrants entitling the agents to purchase 204,167 common shares of Opsens at an exercise price of $0.60 per share for a book value of $59,055. There is also a licence disposal balance of purchase price to be received of $820,216 and disposal fees payables of $635,828 which they have no impact on cash flows (Note 6). Page 28 53 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 18. Commitments Lease The Company leases offices in Québec under an operating lease expiring on January 31, 2014. This agreement is renewable for an additional five-year period. Future rent, without considering the escalation clause, will amount to $404,954. Opsens Solutions Inc. rents four vehicles under an operating lease expiring in November 2010, October 2013 and May 2014. Future rent payments will amount to $97,550. Future payments for the leases and other commitments, totalizing $649,604, required in each of the next five years are as follows: 2011 2012 2013 2014 2015 Licence $ 276,091 157,886 149,386 66,241 - Under an exclusive licence with a third party, the Company is committed to provide exclusive distribution of some of its products for a defined territory. 19. Contractual guarantees During the normal course of business, the Company replaces defective parts under warranties offered at the sale of the products. The term of the warranties is 12 months. During the year ended August 31, 2010, the Company recognized an expense of $4,539 ($7,321 for the year ended August 31, 2009) for guarantees. A provision for $31,860 ($27,321 as at August 31, 2009) was recorded for guarantees. This provision estimate is based on past experience and is presented in liabilities under "Accounts payable and accrued liabilities." The actual costs that the Company may incur, as well as the moment when the parts should be replaced, can differ from the estimated amount. 20. Government assistance Industrial Research Assistance Programme (“IRAP”) Under an agreement reached with the National Research Council with respect to the IRAP, the Company may receive non-refundable contributions for a maximum amount of $498,500 to cover some of its incurred costs to carry out a development project of medical devices sensors. For the year ended August 31, 2010, the Company recorded contributions totalling $345,698 ($22,116 for the year ended August 31, 2009) which were accounted against research and development fees. 54 Page 29 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 20. Government assistance (continued) During the year ended August 31, 2010, the Company received a cash contribution for training of $3,000 from Emploi Québec. This amount was recorded against research and development expenses. Under agreements reached with the ministère du Développement économique, de l’Innovation et de l’Exportation, the Company received non-refundable contributions to cover some of its incurred costs for market research, hiring of an employee and product conception. During the year ended August 31, 2009, the Company received a cash contribution of $45,640 which was recorded against research and development, marketing and administrative expenses. During the year ended August 31, 2009, the Company received a cash contribution for training of $4,856 from Emploi Québec. This amount was recorded against research and development expenses. 21. Income taxes The effective income tax rate of the Company differs from the rate that would have been calculated using the combined statutory tax rate (federal and provincial). The difference is generated as follows: Income tax payable using the combined federal and provincial statutory tax rate Non-deductible expenses Asset disposal Deductible financing fees Non-taxable income tax credits Losses used Income tax using effective income tax rate 2010 $ 2009 $ 194,134 268,255 (313,494) (86,894) (69,018) 7,017 - (657,312) 478,946 - (102,007) (77,450) 357,823 - As at August 31, 2010, the Company has tax losses of approximately $4,441,400 for federal purposes and $4,418,400 for provincial purposes that can be used to reduce future taxable income. These losses expire as follows: 2023 2024 2025 2027 2028 2029 2030 Federal Provincial $ $ 483,000 42,000 400 1,524,000 691,000 1,201,000 500,000 463,000 40,000 400 1,509,000 692,000 1,214,000 500,000 4,441,400 4,418,400 Page 30 55 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 21. Income taxes (continued) The Company also has undeducted research and development expenses in the amount of $2,925,000 for federal purposes and $4,125,000 for provincial purposes that are deferred over an undetermined period. Future income tax assets related to tax losses, undeducted research and development expenses, and the difference between the undepreciated capital cost for tax purposes and the net book value of property, plant and equipment will be recorded in the financial statements once the Company concludes that these losses and tax benefits will likely be realized. 22. Income tax credits for scientific research and experimental development For tax purposes, research and development expenses are detailed as follows: Federal Provincial 2010 $ 2009 $ 1,065,717 1,069,462 946,387 933,061 These expenses have enabled the Company to become eligible for scientific research and experimental development tax credits reimbursable for the following amounts: Federal Provincial These credits were recorded in research and development expenses in the statements of loss These credits were recorded against the related property, plant and equipment 2010 $ - 152,080 152,080 2009 $ - 214,624 214,624 152,080 214,624 - - Reimbursable scientific research income tax credits earned 152,080 214,624 Reimbursable scientific research income tax credits earned for the year ended August 31, 2010 have not yet been reviewed by the taxation authorities, and the amounts granted could differ from those that have been recorded. Over the years, the Company qualified to federal income tax credits for scientific research and experimental development, which were non-refundable and could be used against Part I Company tax. The accumulated credits for the year ended on August 31, 2010 are about $867,000 and expire on a period of 10 to 20 years beginning in 2014. 56 Page 31 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 23. Segmented information Sector’s information The Company’s reportable segments are strategic business units managed separately as one is focused on developing, producing, and supplying fiber optic sensors (Opsens Inc.) and the other (Opsens Solutions Inc.) is specialized in the commercialization and the installation of optical and conventional sensors for the oil and gas industry. Same accounting policies are used for both reportable segments. Operations are carried out in the normal course of operations and are measured at the exchange value. 2010 Opsens 2009 Opsens Opsens inc. Solutions Total Opsens inc. Solutions Total $ $ $ $ $ $ External sales Internal sales Amortization of property, 2,892,819 2,387,897 5,280,716 2,721,088 366,728 3,087,816 450,211 - 450,211 81,481 - 81,481 plant and equipment 151,961 26,793 178,754 147,940 16,520 164,460 Amortization of intangible assets Financial expenses Net loss before gain on disposal 30,146 (45,923) 1,720 5,084 31,866 21,387 - 21,387 (40,839) (92,939) 58,252 (34,687) (1,317,306) (464,429) (1,781,735) (1,212,563) (958,069) (2,170,632) Gain on disposal 2,375,107 - 2,375,107 - - - Net earnings (loss) 1,057,801 (464,429) 593,372 (1,212,563) (958,069) (2,170,632) Acquisition of property, plant and equipment 65,023 60,366 125,389 256,792 76,912 333,704 Acquisition of intangible assets 29,159 8,084 37,243 31,418 - 31,418 Segment assets 8,612,521 2,903,906 11,516,427 5,182,350 1,267,924 6,450,274 Page 32 57 Opsens Inc. Notes to the consolidated financial statements August 31, 2010 and 2009 23. Segmented information (continued) These operating units generate revenue in various geographic segments as follows: Revenue per geographic sector Canada United States Germany United Kingdom Other 2010 $ 2009 $ 2,601,958 906,916 298,152 181,953 464,061 754,214 363,586 146,767 1,291,737 1,359,188 5,280,716 3,087,816 Revenues are attributed to the geographic sector based on the clients’ location. Capital assets, which include property, plant and equipment and intangible assets, are all located in Canada. During the year ended August 31, 2010, revenues from two clients represent individually 28.57% (Opsens Solutions Inc.’ reportable segment) and 11.34% (Opsens Solutions Inc.’ reportable segment). During the year ended August 31, 2009, revenues from two clients represent individually more than 10% of the total revenues of the Company, i.e. approximately 15.92% (Opsens Inc.’ reportable segment) and 11.16% (Opsens Inc.’ reportable segment). 24. Additional information to the statements of earnings (loss) and comprehensive earnings (loss) Government assistance Income tax credits for research and development Interest and bank charges Interest on demand loan and long-term debt Gain on foreign currency translation Interest income 2010 $ 2009 $ (345,698) (76,391) (222,010) (250,648) 20,033 23,457 (14,200) (70,129) 25,599 42,684 (20,524) (82,446) 25. Comparative figures Certain comparative figures have been reclassified in order to conform to the presentation adopted for the current year. 58 Page 33 Governance direCtors Pierre Carrier Chairman, Chief executive officer Claude Belleville vice president, Medical Devices & Laboratories Gaétan Duplain vice president oil and Gas Steven G. Arless Director Colin H. G. Cook Director Denis M. Sirois Director Gordon P. Zive Director offiCers Pierre Carrier president, Chief executive officer Claude Belleville vice president, Medical Devices & Laboratories Gaétan Duplain vice president oil and Gas louis laflamme, CA Chief Financial officer, Corporate secretary 60 Corporate Information Head offiCe 2014 Cyrille-Duquet st., suite 125 Quebec City QC G1N 4N6 phone: 1 418 682-9996 1 418 682-9939 Fax: opsens solutions 10456 176th st., suite 201 edmonton aB T5s 1L3 phone: 1 780 930-1777 1 780 930-2077 Fax: Website: www.opsens.com investor relations: For information about opsens Inc. or to be placed on the mailing list for quarterly reports and news releases, contact Marie-Claude Poitras at the head office or marie-claude.poitras@opsens.com. auditors Samson Bélair Deloitte & Touche Quebec QC stoCk exCHange listing Toronto venture exchange symbol: ops shares outstanding: 47,865,983 (as at august 31, 2010) transfer agent & registrar CIBC Mellon 2001, university street, suite 1600 Montreal QC H3a 2a6 phone: 1 514 285-3600 annual meeting of sHareHolders Friday, January 21, 2011 10:30 a.m. Hotel W, room studio 2, 901 square victoria, Montreal, QC leader in pressure MeASureMeNT opsens offers integrated services for the management of oIL aND Gas reservoirs and in situ environments for the oil and gas market. Its near-term opsens is aiming for a leading position MeDICaL INsTruMeNTaTIoN in optical pressure measurement where recognition of the added value focus is the Western Canadian oil sands market, where a growing demand of fiber optic technologies is on the right track. Infinitely small, fiber optic to measure pressure and temperature is identified. there is a large can be integrated to small size tools. Immune to electrical and magnetic number of active in situ oil sands projects in Alberta, and most of the major interferences found in hospitals, its reliability is marginally affected by heat oil and gas companies are involved. or humidity. Steam assisted gravity drainage (SAGD) is the most common process for developing in situ reserves. In SAGD, recovery rates are typically between 30 and 60%. to optimize production and recovery rates, operators need data on temperature and pressure below the surface directly from the injecting and producer wells, where temperatures may be between 200 and 300 degrees Celsius. opsens’ opp-W sensors have been proven to meet that need, measuring pressure and temperature up to 300 degrees Celsius. In 2010, opsens signed an agreement with ABIoMeD to integrate our pressure sensor to the world’s smallest heart pump. With a group of world-class medical experts, opsens has been working for several months on the development of its own complete medical instrumentation product for the Fractional Flow Reserve (FFR) market. the interest in becoming a player in the FFR market lies in the facts that it is growing strongly, that it is supported by recognized clinical data and that it is highly compatible with our technology. ste am assi st ed grav it y drainage ( SAGD) Producing Well Steam injection Well Sru installation S t e a m O i l H O T S T e A M C H A M B e r ( ~ 3 0 0 ° C + ) H e a t e d O i l Opsens Sensors for in situ Pressure & Temperature Monitoring (300°C) Cold Oil Sa nd w w w • o p s e n s • c o m Sensors at work • Oil and Gas • • Me di cal Dev ices • Helping operators optimize production Development of our first complete medical and perform cap rock integrity surveillance instrumentation device for the measurement of FFR. in the Western Canadian oil sands. ensuring components that control systems are unaffected by magnetic interference. • la b ora tori es • 2014, Cyrille-Duquet St., Suite 125, Quebec City QC G1n 4n6 10456, 176th St., Suite 201, edmonton AB t5S 1l3 t• 1 418 682-9996 f• 1 418 682-9939 t• 1 780 930-1777 f• 1 780 930-2077 w w w • o p s e n s • c o m 

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