| PyroGenesis Canada Inc. |
| | Consolidated Financial Statements |
| December 31, 2022 and 2021 |
| | | Management’s responsibility | 3 |
| | | Report of Independent Registered Public Accounting Firm – Current Firm | 4 |
| | | Financial Statements |
| | | Consolidated Statements of Financial Position | 5 |
| | | Consolidated Statements of Comprehensive Loss | 6 |
| | | Consolidated Statements of Changes in Shareholders’ Equity | 7 |
| | | Consolidated Statements of Cash Flows | 8 - 9 |
| | | Notes to Consolidated Financial Statements | | 10 - 51 |
2 |
| Management’s Responsibility |
| Management is responsible for the preparation and presentation of the accompanying consolidated financial statements,including responsibility for significant accounting judgments and estimates in accordance with International FinancialReporting Standards as issued by the International Accounting Standards Board. This responsibility includes selectingappropriate accounting principles and methods, and making decisions affecting the measurement of transactions in whichobjective judgment is required. |
| The Board of Directors and Audit Committee are composed primarily of Directors who are neither management noremployees of the Company. The Board of Directors is responsible for overseeing management in the performance of itsfinancial reporting responsibilities, and for approving the financial information included in the annual report. The Board fulfillsthese responsibilities by reviewing the financial information prepared by management and discussing relevant matters withmanagement and the external auditor. The Audit Committee has the responsibility of meeting with management and theexternal auditors to discuss the internal controls over the financial reporting process, auditing matters and financial reportingissues. The Audit Committee is also responsible for recommending the appointment of the Company's external auditor. |
| Raymond Chabot Grant Thornton LLP, an Independent Registered Public Accounting Firm, is appointed by the shareholdersto audit the consolidated financial statements and report directly to them; their report follows. The external auditor has fulland free access to, and meets periodically and separately with, both the Audit Committee and management to discuss theiraudit findings. |
| March 30, 2023 |
| [Signed by P. Peter Pascali] | [Signed by Andre Mainella] |
| P. Peter Pascali, Chief Executive Officer | Andre Mainella, Chief Financial Officer |
3 |
| Raymond Chabot |
| Grant Thornton LLP |
| | Suite 2000 |
| National Bank Tower |
| | | 600 De La Gauchetière Street West |
| Montréal, Quebec |
| | H3B 4L8 |
| T 514-878-2691 |
| | | | Report of Independent Registered Public Accounting Firm |
| | | | To the Shareholders and Directors of PyroGenesis Canada Inc. |
| | | | Opinion on the consolidated financial statements |
| | | | We have audited the accompanying consolidated statements of financial position of PyroGenesis Canada Inc. (the "Company") as ofDecember 31, 2022 and 2021, the related consolidated statements of comprehensive loss, changes in shareholders’ equity and cashflows for the years then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion,the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31,2022 and 2021, and the results of its operations and its cash flows for the years then ended in conformity with International FinancialReporting Standards as issued by the International Accounting Standards Board. |
| | | | Going concern |
| | | | The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.As discussed in Note 2 to the consolidated financial statements, the Company has incurred operating losses and negative cash flowsfrom operations and, as a result, has an accumulated deficit as of December 31, 2022. These conditions, along with other matters as setforth in Note 2, indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continueoperating as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated fi nancialstatements do not include any adjustments that might result from the outcome of this uncertainty. |
| | | | Basis for opinion |
| | | | These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinionon the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Publi cCompany Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company i naccordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commissionand the PCAOB. |
| | | | We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditto obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due toerror or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financialreporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for thepurpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we expressno such opinion. |
| | | | Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whetherdue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating theaccounting principles used and significant estimates made by management, as well as evaluating the overall presentation of theconsolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. |
| | | | We have served as the Company’s auditor since 2021. |
| | | | Montréal, CanadaMarch 30, 2023 |
4 |
| PyroGenesis Canada Inc.Consolidated Statements of Financial PositionDecember 31, 2022 and 2021(In Canadian dollars) |
| | December 31, | December 31, |
| | 2022 | 2021 |
| | | | $ | $ |
| AssetsCurrent assetsCash and cash equivalents [note 8] |
| | | | 3,445,649 | 12,202,513 |
| Accounts receivable [note 9] | | | 18,624,631 | 17,639,616 |
| Costs and profits in excess of billings on uncompleted contracts [note 10] | | | 1,051,297 | 4,922,710 |
| Inventory [note 24] | | | 1,876,411 | 887,590 |
| Investment tax credits receivable [note 11] | | | 276,404 | 256,513 |
| Income taxes receivable | | | 14,169 | 117,029 |
| Current portion of deposits [note 14] | | | 432,550 | 1,328,452 |
| Current portion of royalties receivable [note 13] | | | 455,556 | 311,111 |
| Contract assets | | | 499,912 | 375,789 |
| Prepaid expenses | | | 771,603 | 717,661 |
| Total current assets | | | 27,448,182 | 38,758,984 |
| Non-current assetsDeposits [note 14] |
| | | | 46,053 | 248,756 |
| Strategic investments [note 12] | | | 6,242,634 | 14,901,659 |
| Property and equipment [note 15] | | | 3,393,452 | 3,712,937 |
| Right-of-use assets [note 16] | | | 4,818,744 | 5,765,993 |
| Royalties receivable [note 13] | | | 952,230 | 947,543 |
| Intangible assets [note 17] | | | 2,104,848 | 2,774,198 |
| Goodwill [note 18] | | | 2,660,607 | 2,660,607 |
| Total assets | | | 47,666,750 | 69,770,677 |
| LiabilitiesCurrent liabilitiesBank indebtedness [note 28] |
| | | | 991,902 | | — |
| Accounts payable and accrued liabilities [note 19] | | | 10,115,870 | 10,069,177 |
| Billings in excess of costs and profits on uncompleted contracts [note 20] | | | 9,670,993 | 9,400,231 |
| Current portion of term loans [note 21] | | | 69,917 | 83,004 |
| Current portion of lease liabilities [note 16] | | | 2,672,212 | 2,934,236 |
| Balance due on business combination [note 6] | | | 2,088,977 | 2,242,503 |
| Income taxes payable | | | 187,602 | 23,048 |
| Total current liabilities | | | 25,797,473 | 24,752,199 |
| Non-current liabilitiesLease liabilities [note 16] |
| | | | 2,861,482 | 2,389,729 |
| Term loans [note 21] | | | 320,070 | 107,901 |
| Balance due on business combination [note 6] | | | 1,818,798 | 1,709,700 |
| Deferred income taxes [note 31] | | | | | | — | 42,394 |
| Total liabilities | | | 30,797,823 | 29,001,923 |
| Shareholders’ equity [note 22]Common shares |
| | | | 85,483,223 | 82,104,086 |
| Warrants | | | 223,200 | | — |
| Contributed surplus | | | 24,546,960 | 19,879,055 |
| Accumulated other comprehensive income | | | | | | 402 | 3,444 |
| Deficit | (93,384,858) | (61,217,831) |
| Total shareholders’ equity | | | 16,868,927 | 40,768,754 |
| Total liabilities and shareholders’ equity | | | 47,666,750 | 69,770,677 |
| Contingent liabilities, subsequent events [notes 29 and 33]. |
| The accompanying notes form an integral part of the consolidated financial statements. |
| Approved on behalf of the Board: |
| [Signed by P. Peter Pascali] P. Peter Pascali | [Signed by Andrew Abdalla] Andrew Abdalla |
5 |
| PyroGenesis Canada Inc.Consolidated Statements of Comprehensive LossFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
| | 2022 | 2021 |
| | $ | $ |
| Revenues [note 7] | 19,013,503 | 31,068,350 |
| Cost of sales and services [note 24] | 10,869,616 | 18,636,539 |
| Gross profit | 8,143,887 | 12,431,811 |
| ExpensesSelling, general and administrative [note 24] |
| | 29,025,434 | 27,237,135 |
| Research and development, net [note 11] | 2,317,973 | 2,535,987 |
| | 31,343,407 | 29,773,122 |
| Net loss from operations | (23,199,520) | (17,341,311) |
| Changes in fair value of strategic investments [note 12] | (8,340,781) | (21,426,218) |
| Finance costs, net [note 25] | (550,742) | (404,370) |
| Loss before income taxes | (32,091,043) | (39,171,899) |
| Income taxes [note 31] | 75,984 | (739,960) |
| Net loss | (32,167,027) | (38,431,939) |
| Other comprehensive income (loss) |
| Items that will be reclassified subsequently to profit or loss |
| | | | Foreign currency translation gain (loss) on investments in foreign |
| | | | operations | (3,042) | 3,444 |
| Comprehensive loss | (32,170,069) | (38,428,495) |
| Loss per share [note 26]Basic |
| | | | | (0.19) | (0.23) |
| Diluted | | | | (0.19) | (0.23) |
| The accompanying notes form an integral part of the consolidated financial statements. |
6 |
| PyroGenesis Canada Inc.Consolidated Statements of Changes in Shareholders’ EquityFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
| | Accumulated |
| | | Number of | other |
| | | common | Common | Contributed | comprehensive |
| | | shares | shares | Warrants | | | | | Surplus | income | | | | Deficit | Total |
| | | | | | | | $ | $ | $ | | | | | | | $ | $ | $ |
| Balance - December 31, 2021 | | 170,125,795 | 82,104,086 | — | 19,879,055 | | | | 3,444 | (61,217,831) | 40,768,754 |
| Shares issued upon exercise of stockoptions [note 22] |
| | | 2,440,000 | 2,283,357 | — | (870,558) | | | | — | — | 1,412,799 |
| Private placement [note 22] | | 1,014,600 | 1,095,780 | 223,200 | | | | | | | | | | | | — | — | — | 1,318,980 |
| Share-based payments | | | | | | | | | | | | — | — | — | 5,538,463 | | | | — | — | 5,538,463 |
| Other comprehensive loss for the year | | | | | | | | | | | | — | — | — | | | | | | | — | (3,042) | — | (3,042) |
| Net loss | | | | | | | | | | | | — | — | — | | | | | | | — | — | (32,167,027) | (32,167,027) |
| Balance – December 31, 2022 | | 173,580,395 | 85,483,223 | 223,200 | | | | | 24,546,960 | | | | 402 | (93,384,858) | 16,868,927 |
| Balance - December 31, 2020 | | 159,145,992 | 67,950,069 | — | 10,480,310 | | | | — | (19,007,273) | 59,423,106 |
| Shares issued upon exercise of stockoptions [note 22] |
| | | 3,482,000 | 1,473,818 | — | (364,000) | | | | — | — | 1,109,818 |
| Shares issued upon exercise of purchasewarrants and compensation options [note22] |
| | | 8,337,897 | 13,085,197 | — | | | | | | | — | — | — | 13,085,197 |
| Share redemptions for cancellation [note22] |
| | | (840,094) | (404,998) | — | | | | | | | — | — | (3,778,619) | (4,183,617) |
| Share-based payments | | | | | | | | | | | | — | — | — | 9,762,745 | | | | — | — | 9,762,745 |
| Other comprehensive income for the year | | | | | | | | | | | | — | — | — | | | | | | | — | 3,444 | — | 3,444 |
| Net loss | | | | | | | | | | | | — | — | — | | | | | | | — | — | (38,431,939) | (38,431,939) |
| Balance – December 31, 2021 | | 170,125,795 | 82,104,086 | — | 19,879,055 | | | | 3,444 | (61,217,831) | 40,768,754 |
| The accompanying notes form an integral part of the consolidated financial statements. |
7 |
| PyroGenesis Canada Inc.Consolidated Statements of Cash FlowsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
| | 2022 | 2021 |
| | $ | $ |
| Cash flows provided by (used in)Operating activities |
| Net loss | (32,167,027) | (38,431,939) |
| Adjustments for: |
| Share-based payments | 5,538,463 | 9,762,745 |
| Depreciation of property and equipment | 603,894 | 356,103 |
| Depreciation of right-of-use assets | 635,828 | 570,411 |
| Amortization and write-off of intangible assets | 878,030 | 465,913 |
| Amortization of contract assets | 243,626 | 513,572 |
| Net finance costs | 550,742 | 404,370 |
| Change in fair value of investments | 8,340,781 | 21,426,218 |
| Deferred income taxes | | | (42,394) | (584,246) |
| Unrealized foreign exchange | (102,236) | | | (10,623) |
| | (15,520,293) | (5,527,476) |
| Net change to working capital items [note 23] | 4,391,408 | (12,585,956) |
| | (11,128,885) | (18,113,432) |
| Investing activities |
| Additions to property and equipment | (396,051) | (1,502,231) |
| Additions to intangible assets | (290,373) | (246,630) |
| Purchase of strategic investments | (3,604,000) | (10,588,857) |
| Disposal of strategic investments | 3,922,244 | 14,252,730 |
| Business combination, net of cash acquired | | | — | 807,945 |
| | (368,180) | 2,722,957 |
| Financing activities |
| Increase in bank indebtedness | 991,902 | | | — |
| Interest paid | (467,453) | (253,791) |
| Repayment of term loans | | | (33,003) | (20,507) |
| Repayment of lease liabilities | (657,381) | (263,078) |
| Repayment of balance due on business combination | (217,778) | | | — |
| Proceeds from issuance of term loans | 292,941 | | | — |
| Proceeds from issuance of shares upon exercise of warrants | | | — | 13,085,197 |
| Proceeds from issuance of shares upon exercise of stock options | 1,412,799 | 1,109,818 |
| Proceeds from private placement [note 22] | 1,318,980 | | | — |
| Shares repurchased for cancellation | | | — | (4,183,617) |
| | 2,641,007 | 9,474,022 |
| Effect of exchange rate changes on cash denominated in foreign currencies | | | 99,194 | 14,067 |
| Net decrease in cash and cash equivalents | (8,756,864) | (5,902,386) |
| Cash and cash equivalents - beginning of year | 12,202,513 | 18,104,899 |
| Cash and cash equivalents - end of year | 3,445,649 | 12,202,513 |
8 |
| 2022 | 2021 |
| $ | $ |
| | | Supplemental cash flow disclosure |
| | | Non-cash transactions: |
| | | Purchase of intangible assets included in accounts payable | — | 81,693 |
| | | Purchase of property and equipment included in accounts payable | — | 22,557 |
| | | Addition to contract assets included in accounts payable | — | 195,060 |
| | | Settlement of accounts receivable on business acquisition | — | 1,744,400 |
| | | Accretion interest on balance due on business combination | 173,350 | 110,204 |
| | | Accretion interest on royalties receivable | 118,290 | 132,809 |
| | | Accretion on term loan | 28,236 | 12,185 |
| | | Fair value of HPQ warrants exercised | — | 9,181,250 |
| | | Initial recognition or modification of lease liabilities and right-of-use assets [note 16]: |
| | | Right-of-use assets | (311,421) | 2,157,796 |
| | | Prepaid rent expense | — | (36,903) |
| | | Lease liabilities | 867,110 | 2,120,893 |
| | | The accompanying notes form an integral part of the consolidated financial statements. |
9 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
1. | | Nature of operations |
PyroGenesis Canada Inc. (“PyroGenesis”) and its subsidiaries (collectively, the “Company”), incorporated under the lawsof the Canada Business Corporations Act, was formed on July 11, 2011. The Company owns patents of advanced wastetreatment systems technology and designs, develops, manufactures, and commercialises advanced plasma processes andsustainable solutions to reduce greenhouse gases. The Company is domiciled at 1744 William Street, Suite 200, Montreal,Quebec. The Company is publicly traded on the TSX Exchange under the Symbol “PYR”, on NASDAQ in the USA underthe symbol “PYR” and on the Frankfurt Stock Exchange (FSX) under the symbol “8PY”. |
2. | | Going concern |
These consolidated financial statements have been prepared on the going concern basis, which presumes that theCompany will be able to continue its operations for the foreseeable and will be able to realize its assets and discharge itsliabilities in the normal course of business for the foreseeable future. |
The Company is subject to certain risks and uncertainty associated with the achievement of profitable operations such asthe successful signing and delivery of contracts and access to adequate financing. |
The Company has incurred, in the last years, operating losses and negative cash flows from operations, and as a result,the Company has an accumulated deficit of $93,384,858 as at December 31, 2022 ($61,217,831 as at December 31, 2021).Furthermore, there have been unexpected delays in the collection of certain accounts receivable from contracts closed in aprior year. This has resulted in a shortfall in cash flows from operating activities that would be used in funding the Company’soperations. |
As at December 31, 2022, the Company has working capital of $1,650,709 ($14,006,785 as at December 31, 2021)including cash and cash equivalents of $3,445,649 ($12,202,513 as at December 31, 2021). The working capital is net ofan allowance for credit losses amounting to $5,023,283 ($520,000 as at December 31, 2021) as further described in notes9 and 10. The Company’s business plan is dependent upon the successful completion of contracts and also the receipt ofpayments from certain contracts closed in a prior year and expects these payments to be made during fiscal 2023, as wellas the achievement of profitable operations through the signing, completion and delivery of additional contracts or areduction in certain operating expenses. In the absence of this, the Company is dependent upon raising additional funds tofinance operations within and beyond the next twelve months. The Company has been successful in securing financing inthe past and has relied upon external financing to fund its operations, primarily through the issuance of equity, debt andconvertible debentures. The Company completed a private placement in October 2022 for an amount of $1,318,980 andalso completed another private placement in March 2023 for $5,000,000 (see note 33). While the Company has beensuccessful in securing financing, raising additional funds is dependent on a number of factors, some of which are outsidethe Company’s control, and therefore there is no assurance that it will be able to do so in the future or that these sourceswill be available to the Company or that they will be available on terms which are acceptable to the Company. Theseconditions indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability tocontinue operating as a going concern. |
The consolidated financial statements have been prepared on a going concern basis and do not include any adjustmentsto the amounts and to classifications of the assets and liabilities that might be necessary should the Company be unable toachieve its plan and continue in business. If the going concern assumption were not appropriate, adjustments, which couldbe material, would be necessary to the carrying value of assets and liabilities, the reported expenses, and the classificationof items on the consolidated statement of financial position. |
3. | | Basis of preparation |
(a) Statement of compliance |
These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) asissued by the International Accounting Standards Board (“IASB”). These financial statements were approved and authorizedfor issuance by the Board of Directors on March 30, 2023. |
| 10 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
(b) Functional and presentation currency |
These consolidated financial statements are presented in Canadian dollars, which is the functional currency of PyroGenesis,Drosrite International LLC and Pyro Green-Gas Inc. The functional currency of Airscience Italia SRL is the Euro whereasthe functional currency of Airscience Technologies Private Limited is the Indian rupee. |
(c) Basis of measurement |
These financial statements have been prepared on the historical cost basis except for: |
| | (i) | strategic investments which are accounted for at fair value, |
| | (ii) | share-based payment arrangements, which are measured at fair value on the grant date pursuant to IFRS2, Share-based Payment; and |
| | (iii) | lease liabilities, which are initially measured at the present value of minimum lease payments |
(d) Basis of consolidation |
For financial reporting purposes, subsidiaries are defined as entities controlled by the Company. The Company controls anentity when it has power over the investee; it is exposed to, or has rights to, variable returns from its involvement with theentity; and it has the ability to affect those returns through its power over the entity. |
In instances where the Company does not hold a majority of the voting rights, further analysis is performed to determinewhether or not the Company has control of the entity. The Company is deemed to have control when, according to the termsof the shareholder’s and/or other agreements, it makes most of the decisions affecting relevant activities. |
These consolidated financial statements include the accounts of PyroGenesis and its subsidiaries, Drosrite InternationalLLC and Pyro Green-Gas Inc. and its subsidiaries. Drosrite International LLC is owned by a member of the Company’s keymanagement personnel and close member of the Chief Executive Officer (“CEO”) and controlling shareholder’s family andis deemed to be controlled by the Company. Pyro Green-Gas Inc. and its subsidiaries Airscience Italia SRL and AirscienceTechnologies Private Limited were acquired by the Company on August 11, 2021 (see note 6). All transactions and balancesbetween the Company and its subsidiaries have been eliminated upon consolidation. |
The accounting policies set out below have been applied consistently in the preparation of the consolidated financialstatements of all years presented. Finance costs and changes in fair value of strategic investments are excluded from theloss from operations in the consolidated statements of comprehensive loss. |
4. | | Significant accounting policies |
(a) Business combinations |
Business combinations are accounted for using the acquisition method. Goodwill is measured as the excess of the fair valueof the consideration transferred over the net recognized amount of the identifiable assets acquired and liabilities assumed,all measured at the acquisition date. |
The consideration transferred is measured as the net of the fair values of assets transferred, liabilities assumed, and equityinstruments issued by the Company at the acquisition date, including any asset or liability resulting from a contingentconsideration arrangement, in exchange of the acquiree. |
The obligation to pay the contingent consideration is classified as a liability and measured as a financial instrument or as aprovision. Changes in fair values that qualify as measurement period adjustments of preliminary purchase price allocationsare adjusted in the current period and such changes are applied on a retroactive basis. |
Acquisition costs that the Company incurs in connection with a business combination are recognized in profit or loss asincurred, except for costs associated with the issuance of debt or equity securities. |
| 11 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
(b) Revenue recognition |
Revenue from contracts is recognized for each performance obligation either over a period of time or at a point in time,depending on which method reflects the transfer of control of the goods and services underlying the particular performanceobligation. |
i)Long-term contracts |
Long-term contracts involve made-to-order customized equipment and machines and are generally priced on a fixed feebasis. Under these contracts, the equipment or machines are made to a customer’s specifications and if a contract isterminated by the customer, the Company is entitled to the greater of the amounts invoiced at the termination date and thereimbursement of the costs incurred to date of termination, including a reasonable margin. Agreements that contain multipledeliverables require the Company to determine whether they contain separately identifiable performance obligations and toallocate the consideration received to each performance obligation. |
Revenue relating to long-term contracts is recognized over time based on the measure of progress determined by theCompany’s efforts or inputs towards satisfying the performance obligation relative to the total expected inputs. The degreeof completion is assessed based on the proportion of total costs and/or hours incurred to date, compared to total costsand/or hours anticipated to provide the service under the entire contract, excluding the effects of inputs that do not depictperformance, e.g. uninstalled materials. For long-term contracts with uninstalled materials, the Company adjusts thetransaction price and recognizes revenue on uninstalled materials to the extent of those costs incurred, i.e. at a zero percentprofit margin, when certain conditions are met. |
Estimates are required to determine anticipated costs and/or hours on long-term contracts. A provision is made for the entireamount of expected loss, if any, in the period in which they are first determinable. |
Contract modifications are changes in scope and/or price that are approved by the parties to the contract. Approval may bewritten, oral or implied by customary business practices, and are legally enforceable. The Company accounts formodifications as a separate contract if the modifications add distinct goods or services that are priced commensurate withstand-alone selling prices or if the remaining goods or services are distinct from those already transferred, otherwisemodifications are accounted for as part of the original contract. |
Costs and profits in excess of billings on uncompleted contracts and trade receivables are both rights to consideration inexchange for goods or services that the Company has transferred to a customer, however the classification depends onwhether such right is only conditional on the passage of time (trade receivables) or if it is also conditional on something else(costs and profits in excess of billings on uncompleted contracts), such as the satisfaction of further performance obligationsunder the contract. Billings in excess of costs and profits on uncompleted contracts is the cumulative amount received andcontractually receivable by the Company that exceeds the right to consideration resulting from the Company’s performanceunder a given contract. |
The costs to obtain long-term contracts such as sale commissions are recognized as Contract assets and recognized asselling expenses over time based on degree of completion of the related contract. |
ii) | | Sales of goods |
Revenue related to sales of goods, which may include powders and spare parts are measured based on the considerationspecified in contracts with customers. The Company recognizes revenue at a point in time when it transfers control of thegoods to the buyer. This is generally at the time the customer obtains legal title to the product and when it is physicallytransferred to the custody transfer point agreed with the customer. |
iii) Sale of intellectual property |
Sale of intellectual property is recognized at the date the recipient obtains control of the asset. Variable consideration relatedto the sale of intellectual property is recognized to the extent that it is highly probable that a reversal will not occur when theuncertainty associated with the variable consideration is subsequently resolved. |
| 12 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
(c) Foreign currency translation |
i) | | Foreign currency transactions |
Revenue and expense transactions in foreign currencies are translated into the functional currency of the respective entityusing the average exchange rates prevailing at the time of the transaction. Foreign currency balances are translated intothe functional currency of the respective entity at year end exchange rates for monetary items and at historical rates fornon-monetary items. Translation gains or losses are included in the determination of net loss. |
ii)Foreign operations |
The assets and liabilities of foreign operations are translated into Canadian dollars using exchange rates prevailing at theend of the reporting period. Revenue and expense items are translated at the average exchange rates for the period.Exchange differences arising from the translation process of foreign operations are recognized as foreign currencytranslation adjustments in other comprehensive income and accumulated in equity. |
(d) Cash and cash equivalents |
Cash and cash equivalents are financial instruments readily convertible to a known amount of cash and not subject to asignificant risk of changes in fair value. Cash equivalents include instruments with a maturity of three months or less fromthe date of acquisition and instruments with an original term longer than three months if there is no significant penalty forwithdrawal within a three-month period from the date of acquisition. |
(e) Inventory |
Inventory is composed of spare parts for resale. Inventory is valued at the lower of cost and net realizable value. The costof inventory is based on the first-in, first-out principle and comprises all costs of purchases. Net realizable value is theestimated selling price in the ordinary course of business, less estimated costs of completion and selling costs. |
(f) Income taxes |
i)Current tax |
Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered fromor paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted orsubstantively enacted by the date of the consolidated statements of financial position. |
iii) Deferred tax |
Deferred tax is provided using the liability method, providing for temporary differences between the tax bases of assets andliabilities and their carrying amounts in the consolidated financial statements. The temporary difference is not provided forif it arises from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction other than abusiness combination that at the time of the transaction affects neither accounting nor taxable profit or loss. The amount ofdeferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets andliabilities, using tax rates enacted or substantively enacted at the financial position reporting date and whose implementationis expected over the period in which the deferred tax is realized or recovered. A deferred tax asset is recognized only to theextent that it is probable that future taxable profits will be available against which the asset can be used. |
Deferred tax assets and liabilities are presented as non-current. Assets and liabilities are offset where the entity has a legallyenforceable right to offset current tax assets and liabilities or deferred tax assets and liabilities, and the respective assetsand liabilities relate to income taxes levied by the same taxation authority on the same taxable entity or different taxableentities which intend to settle the liabilities and assets on a net basis. |
(g) Earnings (loss) per share |
The Company presents basic earnings (loss) per share data for its common shares. Basic loss per share is computed bydividing net earnings (loss) by the weighted average number of common shares outstanding during the year. Diluted loss |
| 13 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
per share is computed similarly to basic earnings per share, except that the weighted average number of shares outstandingis increased to include shares from the assumed exercise of stock options and share purchase warrants, if dilutive. Thenumber of additional shares is calculated by assuming that outstanding share options and warrants were exercised and thatthe proceeds from such exercises were used to acquire common shares at the average market price during the year.Potential shares from all outstanding stock options and share purchase warrants are excluded from the calculation of dilutedloss per share as their inclusion is considered anti-dilutive in years when a loss is incurred. |
(h) Property and equipment |
Property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses ifapplicable. Cost includes expenditures that are directly attributable to the acquisition of the asset and bringing the asset intooperation. Borrowing costs capitalized to asset under development represents the interest expense calculated under theeffective interest method and does not include any fair value adjustments of investments designated at fair value throughprofit and loss. Government assistance and investment tax credits related to the purchase or development of property andequipment are recorded in reduction of the cost. When major parts of an item of property and equipment have differentuseful lives, they are accounted for separately. Property and equipment are depreciated from the acquisition date over theirrespective useful life. Depreciation of an asset under construction begins when it is available for use, i.e. when it is in thelocation and condition necessary for it to be capable of operating in the manner intended by the Company. |
Depreciation is calculated using the following methods and rates: |
Computer equipment | | Straight line over 3 years |
Machinery and equipment | | Straight line over 10 years |
Automobiles | | Straight line over 7 years |
Leasehold improvements | | | Lesser of the lease term or the useful life (20 years) |
Impairment losses recognized in prior periods are assessed at each reporting date as to whether there are any indicationsthat the previously recognized losses may no longer exist or may be decreased. An impairment loss is reversed only to theextent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net ofdepreciation, had no impairment loss been recognized for the asset in prior years. |
Property and equipment are assessed for impairment whenever there is an indication of impairment. |
Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted prospectivelyif appropriate. |
(i) Leases |
Under IFRS 16 Leases, at inception, the Company assesses whether a contract is, or contains, a lease based on whetherthe contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. |
The Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease, i.e., the date theunderlying asset is available for use. |
Right-of-use assets |
Right-of-use assets are measured at cost, less any accumulated depreciation and accumulated impairment losses, andadjusted for any remeasurement of lease liabilities. Cost of right-of-use assets is comprised of: |
- | | | | the initial measurement amount of the lease liabilities recognized; |
- | | | | any lease payments made at or before the commencement date, less any lease incentives received; |
- | | | | any initial direct costs incurred; and |
- | | | | an estimate of costs to dismantle and remove the underlying asset, restore the site on which it is located orrestore the underlying asset to the condition required by the terms and conditions of the lease contract. |
| 14 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. Ifa lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expectsto exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset basedon periods detailed above. The depreciation starts at the commencement date of the lease. Right-of-use assets areassessed for impairment whenever there is an indication that the right-of-use assets may be impaired. |
Lease liabilities |
Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencementdate over the lease term. The present value of the lease payments is determined using the lessee’s incremental borrowingrate at the commencement date if the interest rate implicit in the lease is not readily determinable. The incremental borrowingrate is a function of the lessee’s incremental borrowing rate, the nature of the underlying asset, the location of the asset,the length of the lease and the currency of the lease contract. Generally, the Company uses the lessee’s incrementalborrowing rate for the present value. At the commencement date, lease payments generally include fixed payments, lessany lease incentives receivable, variable lease payments that depend on an index (e.g., based on inflation index) or aspecified rate, and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising the optionto terminate the lease. Lease payments also include amounts expected to be paid under residual value guarantees and theexercise price of a purchase option if the Company is reasonably certain to exercise that option. |
Variable lease payments that do not depend on an index or a specified rate are not included in the measurement of leaseliabilities but instead are recognized as expenses in the period in which the event or condition that triggers the paymentoccurs. |
After the commencement date, the carrying amount of lease liabilities is increased to reflect the accretion of interest andreduced to reflect lease payments made. In addition, the carrying amount of lease liabilities is remeasured when there is achange in future lease payments arising from a change in an index or specified rate, if there is a modification to the leaseterms and conditions, a change in the estimate of the amount expected to be payable under residual value guarantee, or ifthe Company changes its assessment of whether it will exercise a termination, extension or purchase option. Theremeasurement amount of the lease liabilities is recognized as an adjustment to the right-of-use asset, or in the profit andloss statement when the carrying amount of the right- of-use asset is reduced to zero. |
Classification and presentation of lease-related expenses |
Depreciation charge for right-of-use assets, expenses related to variable lease payments not included in the measurementof lease liabilities and loss (gain) related to lease modifications are allocated in the Company’s profit and loss statementbased on their function within the Company, while interest expense on lease liabilities is presented within finance costs. |
Cash flow classification |
Lease payments related to the principal portion of the lease liabilities are classified as cash flows from financing activitieswhile lease payments related to the interest portion of the lease liabilities are classified as interest paid within cash flowsfrom financing activities. Lease incentives received are classified as cash flows from investing activities. Variable leasepayments not included in the measurement of lease liabilities are classified as cash flows from operating activities. |
(j) Government assistance and investment tax credits |
Investment tax credits are comprised of scientific research and experimental development tax credits. Governmentassistance and investment tax credits are recognized when there is reasonable assurance of their recovery and recordedas a reduction of the related expense or cost of the asset acquired, as applicable. Investment tax credits are subject to thecustomary approvals by the pertinent tax authorities. Adjustments required, if any, are reflected in the year when suchassessments are received. |
(k) Intangible assets and Goodwill |
Intangible assets acquired separately are measured at cost on initial recognition. Following initial recognition, intangibleassets are carried at cost less any accumulated amortization and any accumulated impairment losses. |
| 15 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
Identifiable intangible assets acquired in a business combination are recognized separately from goodwill if they meet thedefinition of an intangible asset and if their fair value can be measured reliably. The cost of these intangible assets equalstheir acquisition-date fair value. |
Subsequent to initial recognition, identifiable intangible assets acquired in a business combination are recorded at cost lessaccumulated amortization and impairment losses, if they are amortizable, otherwise only at cost net of accumulatedimpairment losses. The useful lives of intangible assets are assessed as either finite or indefinite. |
Intangible assets with finite lives are amortized over the useful life of the asset and assessed for impairment whenever thereis an indication of impairment. Amortization expense on the intangible assets with finite lives is recognized in theconsolidated statements of comprehensive loss. |
Research costs are charged to comprehensive loss in the year they are incurred, net of related investment tax credits.Development costs are charged to comprehensive loss in the year they are incurred net of related investment tax creditsunless they meet specific criteria related to technical, market and financial feasibility in order to be recognized as intangibleassets which include: |
− the technical feasibility of completing the intangible asset so that it will be available for use or sale; |
− the Company has the intention to complete and the ability to use or sell the asset; |
− the asset will generate future economic benefits; |
− the Company has the resources to complete the asset; and |
− ability to measure reliably the expenditure during development. |
Costs to establish patents for internally developed technology are considered development costs and are charged tocomprehensive loss in the year they are incurred unless they meet specific criteria related to technical, market and financialfeasibility. Patent costs include legal and other advisor fees to obtain patents, and patent application fees. |
Amortization of the development costs is calculated on a straight-line basis over the remaining useful life of the relatedpatent and begins when development is complete. During the period of development, the asset is tested annually forimpairment. Residual values and useful lives are reviewed at each reporting date. |
Amortization is calculated on a straight-line basis: |
| | Useful life |
Production backlog | | 30 months |
Patents and development costs | | 1 to 21 years |
Goodwill represents the future economic benefits arising from a business combination that are not individually identified andseparately recognized. Goodwill is carried at cost less accumulated impairment losses. Goodwill is not amortized but istested for impairment annually or if there is an indication of impairment. Impairment losses recognized for goodwill cannotbe reversed. |
(l) Impairment testing of goodwill, other intangible assets, property and equipment and right-of-use assets |
The carrying amounts of the Company’s non-financial assets are assessed at each reporting date to determine whetherthere is an indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. |
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cashinflows (cash-generating units). As a result, some assets are tested individually for impairment, and some are tested atcash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergiesof a related business combination and represents the lowest level within the Company at which management monitorsgoodwill. |
| 16 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
Cash-generating units to which goodwill has been allocated are tested for impairment at least annually. All other individualassets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate thecarrying amount may not be recoverable. |
The recoverable amount of an asset or cash-generating unit (CGU) is the greater of its value in use and its fair value lesscosts to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.For the purposes of testing non-financial assets for impairment, management has identified one CGU. |
An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its recoverable amount. Impairmentlosses are recognized in the consolidated statements of comprehensive loss. Impairment losses recognized in respect ofthe CGU are allocated first to reduce the carrying amount of goodwill allocated to the units, and then to reduce the carryingamounts on a pro-rata basis of the other assets in the unit. |
(m) Provisions and contingent liabilities |
Provisions for legal disputes, onerous contracts or other claims are recognized when the Company has a present legal orconstructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required fromthe Company and amounts can be estimated reliably. The timing or amount of the outflow may still be uncertain. |
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliableevidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Wherethere are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined byconsidering the class of obligations as a whole. Provisions are discounted to their present values, where the time value ofmoney is material. |
No liability is recognized if an outflow of economic resources as a result of present obligations is not probable. Suchsituations are disclosed as contingent liabilities unless the outflow of resources is remote. |
(n) Employee benefits |
Share-based payments |
The Company applies a fair value-based method of accounting to all share-based payments. Employee and director stockoptions are measured at their fair value of each tranche on the grant date and recognized in its respective vesting period.Non-employee stock options are measured when the services are rendered by the consultant at the fair value of the servicesreceived if the fair value can be measured reliably. In the case the fair value of the services cannot be measured reliably,the services are measured indirectly using the fair value of the equity instruments granted at grant date. The cost of stockoptions is presented as share-based payment expense. On the exercise of stock options, share capital is credited for theconsideration received and for the fair value amounts previously credited to contributed surplus. The Company uses theBlack-Scholes option-pricing model to estimate the fair value of share-based payments. |
Deferred profit-sharing plan |
The Company established a yearly Deferred Profit-Sharing Plan (“DPSP”) for all eligible employees who have materiallyand significantly contributed to the prosperity and profits of the Company. The significance of any contribution of anyemployee to the prosperity and profits of the Company for purposes of eligibility in the DPSP is determined by the Board ofDirectors of the Company upon such relevant information as the Board, in its sole discretion, may find relevant. All relatedpersons to the Company are excluded from participating in the DPSP. |
For all eligible employees, the Company is required to contribute to the DPSP out of the profits of the Company. The amountof the Company’s contribution will be such amount which, in the opinion of its Board of Directors, is warranted by the profitsand overall financial position of the Company. During the year, the Company contributed $Nil to the DPSP ($Nil in 2021).Obligations for contributions to the DPSP are recognized as an employee benefit expense in the consolidated statementsof comprehensive loss in the periods during which services are rendered by employees. |
| 17 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
Short-term employee benefits |
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related serviceis provided. |
A liability is recognized for the amount expected to be paid under the short-term incentive plan if the Company has a presentlegal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligationcan be estimated reliably. |
(o) Equity instruments |
Issuance of equity instruments |
Incremental costs directly attributable to the issue of equity-classified shares are recognized as a deduction from thecommon shares and warrants, net of any tax effects. Upon issuance of units, the Company uses the residual value toallocate the net proceeds between common shares and warrants. |
Extinguishing financial liabilities with equity instruments |
When equity instruments issued to a creditor to extinguish all or part of a financial liability are recognized initially, theCompany measures them at the fair value of the equity instruments issued, unless that fair value cannot be reliablymeasured. If the fair value of the equity instruments issued cannot be reliably measured, then the equity instruments shallbe measured to reflect the fair value of the financial liability extinguished. |
Contributed surplus |
Contributed surplus includes amounts related to equity-settled share-based payments until such equity instruments areexercised or settled, in which case the amounts are transferred to common shares or reversed upon forfeiture if not vested.It also includes the unexercised conversion option at the maturity of the convertible debentures. |
(p) Financial Instruments |
Recognition: |
The Company recognizes a financial asset or a financial liability when it becomes a party to the contractual provisions ofthe instrument. |
Purchases or sales of financial assets that require delivery of assets within the time frame generally established byregulation or convention in the marketplace (regular way trades) are recognized on the trade date, i.e., the date that theCompany commits to purchase or sell the asset. |
Classification |
Financial assets are classified at amortized cost, fair value through profit or loss (“FVTPL”) or fair value through othercomprehensive income (“FVOCI”) based on the Company’s business model for managing the financial assets and thecontractual cash flow characteristics of these assets. Assessment and decision on the business model approach used is anaccounting judgment. |
A financial asset is measured at amortized cost if it is held within a business model whose objective is to hold financialassets in order to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that aresolely payments of principal and interest on the principal amount outstanding. The Company includes in this category cashand cash equivalents, trade accounts receivable, other receivables, royalties receivable and deposits. |
A financial asset is measured at fair value through profit or loss (“FVTPL”) if: |
(a) Its contractual terms do not give rise to cash flows on specified dates that are solely payments of principal and interest |
(SPPI) on the principal amount outstanding; or |
| 18 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
(b) It is not held within a business model whose objective is either to collect contractual cash flows, or to both collect |
contractual cash flows and sell; or |
(c) At initial recognition, it is irrevocably designated as measured at FVTPL when doing so eliminates or significantly |
reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities orrecognizing the gains and losses on them on different bases. |
The Company includes in this category strategic investments in equity instruments. |
All financial liabilities, other than those measured at fair value through profit or loss, are included in the financial liabilitiesmeasured at amortized cost. The Company includes in this category bank indebtedness, accounts payable and accruedliabilities and term loans. The balance due on business combination is measured at FVTPL. |
Initial measurement |
Financial assets and liabilities (other than financial assets at FVTPL) are measured initially at their fair value plus any directlyattributable incremental costs of acquisition or issue. |
Financial assets and financial liabilities at FVTPL are recorded in the consolidated statements of financial position at fairvalue. All transaction costs for such instruments are recognized directly in profit or loss. |
Subsequent measurement |
Financial assets (other than financial assets at FVTPL) are measured at amortized cost using the effective interest methodless any allowance for impairment. Gains and losses are recognized in profit or loss when the debt instruments arederecognized or impaired, as well as through the amortization process. |
Financial liabilities are measured at amortized cost using the effective interest method except for derivatives and financialliabilities designated at FVTPL. Gains and losses are recognized in profit or loss when the liabilities are derecognized, aswell as through the amortization process. Changes in fair value of financial liabilities attributable to changes in the entity’sown credit risk are to be presented in other comprehensive income unless they affect amounts recorded in income. |
Fair value measurement principles |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction betweenmarket participants at the measurement date. |
Where financial assets and financial liabilities measured at fair value though profit or loss have a quoted price in an activemarket at the reporting date, the fair value is based on this price. A financial instrument is regarded as quoted in an activemarket if quoted prices are readily and regularly available from a stock exchange and those prices represent actual andregularly occurring market transactions on an arm’s length basis. |
Securities traded on stock exchanges are stated at market price based on the closing price on the relevant valuation day. |
Derecognition |
A financial asset is derecognized where the rights to receive cash flows from the asset have expired, or the Company hastransferred its rights to receive cash flows from the asset. The Company derecognizes a financial liability when the obligationunder the liability is discharged, cancelled, or expired. |
Offsetting of financial instruments |
Financial assets and financial liabilities are offset, and the net amount reported in the consolidated statements of financialposition if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intentionto settle on a net basis, or to realize the assets and settle the liabilities simultaneously. |
| 19 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
Impairment of financial instruments |
The Company applies the “expected credit loss” (“ECL”) model to financial assets measured at amortized cost. TheCompany’s financial assets subject to this impairment model are cash and cash equivalents, trade and other receivables,costs and profits in excess of billings on uncompleted contracts, royalties receivable and deposits. |
The trade accounts receivable have no financing component and have maturities of less than 12 months at amortized costand, as such, the Company applies the simplified approach for expected credit losses (ECLs) to all its trade accountsreceivable. Therefore, the Company recognizes a loss allowance based on lifetime ECLs at each reporting date. |
The Company’s approach to ECLs reflects a probability-weighted outcome, the time value of money and reasonable andsupportable information that is available without undue cost or effort at the reporting date about past events, currentconditions, and forecasts of future economic conditions. |
The Company uses the provision matrix as a practical expedient to measure ECLs on trade receivables and costs andprofits in excess of billings on uncompleted contracts, based on days past due for groupings of receivables with similar losspatterns. Contracts with particular recovery history are analysed separately from other accounts. The loss rates are basedon historical observed loss rates over the expected life of the receivables and are adjusted for forward-looking estimates toreflect differences between economic conditions during the period over which the historical data has been collected. |
Impairment losses are recognized in profit or loss and reflected in an allowance account presented in reduction ofreceivables and cost in excess of billings on uncompleted contracts. |
Write-off |
The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations ofrecovering a financial asset in its entirety or a portion thereof. |
Failure to engage and communicate with the Company on alternative payment arrangements and failure to make paymentswithin 90 days, amongst others, are considered possible indicators of no reasonable expectation of recovery of accountsreceivable. |
Effective Interest Method |
The effective interest method is a method of calculating the amortized cost of a financial asset/financial liability and ofallocating interest income/expense over the relevant period. The effective interest rate is the rate that exactly discountsestimated future cash receipts/payments (including all fees and points paid or received that form an integral part of theeffective interest rate, transaction costs and other premiums or discounts) through the expected life of the financialinstrument, or (when appropriate) a shorter period, to the net carrying amount on initial recognition. |
(q) | | Future Changes and Amendments to Accounting Standards and Interpretations |
i) | IAS 1 Presentation of Financial Statements - Accounting Policies |
In 2021, the IASB amended IAS 1, Presentation of Financial Statements, to require entities to disclose their materialaccounting policy information rather than their significant accounting policies. Additional amendments to IAS 1 are made toexplain how an entity can identify a material accounting policy. The amendments are effective for annual reporting periodsbeginning on or after January 1, 2023, with earlier application permitted. |
ii) | IAS 1 Presentation of Financial Statements - Classification of Liabilities |
The IASB released Classification of Liabilities as Current or Non-current (Amendments to IAS 1), which clarifies theguidance in IAS 1 Presentation of Financial Statements on whether a liability should be classified as either current or non-current relating to the right to defer settlement of the liability for at least twelve months after the reporting date. Theamendment is effective for annual reporting periods beginning on or after January 1, 2023, with earlier application permitted. |
| 20 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
iii) IAS 12 Income Taxes |
The IASB released Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction (Amendments to IAS12). The amendment relates to the recognition of deferred tax when an entity accounts for transactions, such as leases ordecommissioning obligations, by recognizing both an asset and a liability. The objective of this amendment is to narrow theinitial recognition exemption in paragraphs 15 and 24 of IAS 12, so that it would not apply to transactions that give rise toboth taxable and deductible temporary differences, to the extent the amounts recognized for the temporary differences arethe same. The amendment is effective for annual reporting periods beginning on or after January 1, 2023, with earlierapplication permitted. |
iv) IAS 37 Provisions, Contingent Liabilities and Contingent Assets |
The IASB released Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37). The amendments specifywhich costs an entity includes in determining the cost of fulfilling a contract for the purpose of assessing whether the contractis onerous. Costs to be included comprise the costs that relate directly to the contract, which includes both incrementalcosts of fulfilling the contract and an allocation of other costs that relate directly to fulfilling the contract. The amendment iseffective for annual reporting periods beginning on or after January 1, 2023, with earlier application permitted. |
The Company has determined that the adoption of these standards or amendments will not have a significant impact on itsconsolidated financial statements as of the date of adoption. |
5. | | Significant accounting judgments, estimates and assumptions |
The preparation of consolidated financial statements requires management to make judgments, estimates and assumptionsbased on currently available information that affect the reported amounts of assets, liabilities and contingent assets andliabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during thereporting period. Estimates and judgments are continuously evaluated and are based on management’s experience andother factors, including expectations of future events that are believed to be reasonable under the circumstances. However,actual results could differ from those estimated. By their very nature, these estimates are subject to measurementuncertainty and the effect of any changes in estimates on the financial statements of future periods could be material. |
In the process of applying the Company’s accounting policies, management has made the following judgments, estimates,and assumptions which have the most significant effect on the amounts recognized in the consolidated financial statements. |
Critical judgments in applying accounting policies |
(a) Assessment of whether there is any indication that property and equipment, right-of-use assets and intangible assets |
may be impaired |
At each reporting date, the Company reviews the carrying amounts of its property and equipment, right-of-use assets andintangible assets with a finite useful life to determine whether there is any indication of impairment. If any such indicationexists, then the asset’s recoverable amount is estimated. Management’s judgment is required in assessing whether thereis any indication that an asset may be impaired. |
(b) Intangible assets |
The recognition of development costs as intangible assets requires judgments to determine whether the required criteria forrecognition are met including management estimates of future economic benefits. |
(c) Sale of intellectual property and related royalties |
The recognition of variable consideration related to the sale of intellectual property requires management’s judgments todetermine whether it is highly probable that a reversal will not occur when the uncertainty associated with the variableconsideration is subsequently resolved. |
| 21 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
(d) Investment tax credits receivable |
The investment tax credits are estimated by management based on quantitative and qualitative analysis and interpretationof various government programs, related restrictions, limitations, definitions, and eligibility conditions. Uncertainty over theeligibility and final assessment by taxation authorities of investment tax credits requires judgment. Management involves itstechnical staff and external specialists in determining if the expenditures meet the requirements of the different tax creditclaims. |
Key sources of estimation uncertainty |
(e) Revenue recognition |
Revenue recognition for long-term contracts completion requires the use of estimates to determine the recorded amount ofrevenues, costs in excess of billings and billings in excess of costs and profits on uncompleted contracts. |
The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety offactors, including the cost of materials, labour and sub-contractors, as well as potential claims from customers andsubcontractors. |
As risks and uncertainties are different for each project, the sources of variations between anticipated costs and actual costsincurred will also vary by project. The determination of estimates is based on the Company’s business practices as well asits historical experience. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized inthe period in which the estimate is revised. |
Given this estimation process, it is possible that changes in future conditions could cause a material change in therecognized amount of revenues and costs and profits in excess of billings on uncompleted contracts and accrued expenses. |
Agreements that contain multiple deliverables require the use of judgment to determine whether they contain separatelyidentifiable performance obligations and to allocate the consideration received to each performance obligation. |
(f) Share-based payments |
The Company uses the fair value method of valuing compensation cost associated with the Company’s stock option plan.Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which isdependent on the terms and conditions of the grant. This also requires determining the most appropriate inputs to thevaluation model including the expected life of the option and volatility. The assumptions and models are discussed in note22. |
(g) Useful lives of property and equipment and intangible assets |
The Company estimates the useful lives of property and equipment and intangible assets based on the period over whichthe assets are expected to be available for use. The estimated useful lives of property and equipment and intangible assetsare reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear andlegal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of property and equipmentand intangible assets are based on management’s experience with similar assets. It is possible, however, that future resultsof operations could be materially affected by changes in the estimates brought about by changes in factors mentionedabove. The amounts and timing of recorded expenses for any period would be affected by changes in these factors andcircumstances. Useful lives, depreciation and amortization rates and residual values are reviewed at least annually. |
(h) Impairment of non-financial assets and goodwill |
In assessing impairment, management estimates the recoverable amount of each asset or cash generating unit based onexpected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions aboutfuture operating results and the determination of a suitable discount rate (see note 4 (l)). |
| 22 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
(i) Fair value of strategic investments |
Where the fair values of investments recorded in the consolidated statements of financial position cannot be derived fromactive markets, they are determined using valuation techniques including the Black-Scholes model. The inputs to thesemodels are taken from observable markets where possible, but where this is not feasible, a degree of judgment is requiredin establishing the fair values. The judgments include considerations of inputs such as the expected volatility and the initialallocation of the consideration paid between the fair value of the common shares and warrants received. Should any of theinputs to these models or changes in assumptions about these factors occur, this could affect the reported fair value of theinvestments. |
(j) Right-of-use assets and lease liabilities |
In determining the carrying amount of the right-of-use assets and corresponding lease liabilities, assumptions include thenon-cancellable term of the lease plus periods covered by an option to renew or purchase the assets, estimated useful livesof the related assets, and incremental borrowing rate. Renewal and purchase options are only included in the lease term ifmanagement is reasonably certain to renew. Management considers factors such as market conditions, comparable rentalrates and similar property values. The Company is also required to estimate the incremental borrowing rate specific to eachportfolio of leased assets with similar characteristics if the interest rate in the lease is not readily determined. Managementdetermines the incremental borrowing rate using the base rate for similar loans plus a risk premium. |
(k) Income taxes |
The Company has unused available tax losses, deductible temporary differences and investment tax credits. The Companyrecognizes deferred income tax assets for these unused tax losses and deductible temporary differences only to the extentthat, in management’s opinion, it is probable that future taxable profit will be available against which these available taxlosses and temporary differences can be utilized. The Company recognizes investment tax credits when it has reasonableassurance that it has complied with the conditions of the program and that the amounts will be realized (i.e. that it willgenerate future federal income taxes payable against which the tax credits can be applied). The Company’s projections offuture taxable profit involve the use of significant assumptions and estimates with respect to a variety of factors, includingfuture sales and operating expenses. There can be no assurance that the estimates and assumptions used in our projectionsof future taxable income will prove to be accurate predictions of the future, and in the event that our assessment of therecoverability of these deferred tax assets and investment tax credits changes in the future, a material increase or reductionin the carrying value of these deferred tax assets and investment tax credits could be required, with a corresponding chargeto net loss. |
(l) Business combinations |
Fair value of assets acquired and liabilities assumed in a business combination is estimated based on information availableat the date of acquisition and involves considerable judgment in determining the fair values assigned to the identifiableassets acquired and liabilities assumed on acquisition. Among other things, the determination of these fair values involvesthe use of discounted cash flow analyses and estimated profit margins on contracts in progress. In addition, thedetermination of the contingent consideration due on the business combination is based on the estimations of the probabilityand timing of completing the predetermined milestones (see note 6); |
(m) COVID-19 pandemic |
The COVID-19 pandemic continues to cause significant financial market and social dislocation. The situation is dynamicwith various cities and countries around the world responding in different ways to address the outbreak. While the Companyhas experienced the impact of the outbreak of the Coronavirus (COVID 19) on its operations, it had continued to operateduring the current pandemic. In the event of a prolonged continuation of the pandemic, it is not clear what the potentialimpact may be on the Company’s business, financial position and financial performance. |
6. | | Business combination |
On August 11, 2021, the Company completed the acquisition of Pyro Green-Gas Inc. and its subsidiaries, a Montreal-basedcompany which offers technologies, equipment, and expertise in the area of biogas upgrading, as well as air pollutioncontrols, for a maximum purchase price consideration of $4,355,600 in cash, subject to customary post-closing adjustments. |
| 23 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
In addition, the Company settled a pre-existing loan receivable from Pyro Green-Gas Inc. of approximately $1,744,000. Thetransaction was executed through a purchase of the entirety of the common class “A” shares of Pyro Green-Gas Inc. Thisacquisition enables the Company to springboard into the renewable natural gas market and provides an advantagecompared to building its own operations. In addition, the Company will now have a presence in Italy and India, and theacquisition will provide potential synergies with the Company’s land-based waste destruction offerings. The purchase pricewill be paid upon the achievement of various contract and business-related milestones by Pyro Green-Gas Inc. TheCompany’s assessment is that these milestones will be realized at various moments during the next 30 months followingthe date of the acquisition. The contingent consideration was estimated using a discount rate of 8%. |
The acquisition was accounted for using the purchase method and the final allocation of the purchase price is as follows: |
| | $ |
Total considerationConsideration paid at closing |
| | | 1 |
Contingent consideration | | 3,841,999 |
Consideration paid at closing and continent consideration | | 3,842,000 |
Settlement of pre-existing loan receivable from Pyro Green-Gas | | 1,744,4005,586,400 |
Net assets acquiredCurrent assets1 |
| | 5,186,086 |
ROU asset | | 477,608 |
Property and equipment | | 42,552 |
Intangible assets and Goodwill2 | | 4,780,607 |
Deferred income tax asset | | 79,360 |
Current liabilities | | (4,507,907) |
Non-current liabilities | | (471,906) |
| | 5,586,400 |
1 Includes $807,946 of cash and trade receivables with a net fair value of $3,255,000, including an allowance for expected credit losses |
of $512,592. |
2 The goodwill of $2,660,607 recorded on the transaction is mainly attributable to the expected growth in biogas upgrading market and |
the expertise of the workforce, and it is not expected to be deductible for tax purposes. |
During the period ended December 31, 2021, the Company recognized revenue of $6,800,090 and net earnings of $807,395related to the operations generated by Pyro Green-Gas Inc. since the acquisition date. |
In connection with this acquisition, the Company incurred acquisition-related costs of $101,157, recognized within Selling,General and Administrative expenses in the 2021 consolidated statements of comprehensive loss. |
The maximum purchase price consideration of $4,355,600 was discounted to $3,841,999, at August 11, 2021 and anaccretion expense of $173,350 was recognized in Net finance costs in the consolidated statements of comprehensive lossfor the year ended December 31, 2022, compared to a recognized accretion expense of $110,204 during the year endedDecember 31, 2021. |
| 24 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
7. | | Revenues |
Revenues by product line: |
The company’s revenues are generated primarily from the following: |
| | | 2022 | 2021 |
| | | $ | $ |
Revenue from contracts with customers by product line: |
High purity metallurgical grade silicon & solar grade silicon from quartz(PUREVAP™) |
| | | 6,272,697 | 6,138,111 |
Aluminium and zinc dross recovery (DROSRITE™) | | | 1,912,807 | 7,940,771 |
Development and support related to systems supplied to the U.S. Navy | | | 1,288,356 | 7,522,809 |
Torch-related sales | | | 5,558,210 | 2,084,511 |
Biogas upgrading and pollution controls | | | 3,347,443 | 6,800,090 |
Other sales and services | | | 633,990 | 582,058 |
| | | 19,013,503 | 31,068,350 |
The following is a summary of the Company’s revenues by revenue recognition method: |
| | | 2022 | 2021 |
| | | $ | $ |
Revenue from contracts with customers:Sales of goods under long-term contracts recognized over time |
| | | 13,997,163 | 25,918,594 |
Sales of goods at a point of time | | | 1,135,498 | 1,533,910 |
Other revenue:Sale of intellectual properties (i) |
| | | 3,600,000 | 3,300,000 |
Royalties | | | 280,842 | 315,846 |
| | | 19,013,503 | 31,068,350 |
See note 32 for sales by geographic area. |
(i) | Sale of intellectual properties |
During the year, the Company sold intellectual property to a subsidiary of a company in which it holds a strategic investmentfor a non-refundable fee of $3,600,000. Under the terms of the sale agreement, control of the intellectual property wastransferred to the purchaser and the Company has no obligation to undertake activities that will significantly affect theintellectual property. |
In June 2021, the Company sold intellectual property to a subsidiary of a company in which it holds a strategic investmentfor a non-refundable fee of $3,300,000. Under the terms of the sale agreement, control of the intellectual property wastransferred to the purchaser and the Company has no obligation to undertake activities that will significantly affect theintellectual property. The terms of the agreement also include additional variable consideration that can be received basedon the greater of 10% of sales made by the purchaser, and royalties of $50,000 in 2023, $100,000 in 2024, $150,000 in2025, and $200,000 in 2026 and every year thereafter. |
Transaction price allocated to remaining performance obligations |
As at December 31, 2022, revenue expected to be recognized in the future related to performance obligations that areunsatisfied (or partially satisfied) at the reporting date is $26,741,550 (2021 - $34,258,148, excluding a contract which wasterminated in the fall of 2022). Revenue will be recognized as the Company satisfies its performance obligations under long-term contracts, which is expected to occur over the next 3 years. |
| 25 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
8. | | Cash and cash equivalents |
As at December 31, 2022 and 2021, there are no restrictions on cash and cash equivalents. Cash and cash equivalentsinclude the following components: |
| | | 2022 | 2021 |
| | | $ | $ |
Cash | | | 3,445,649 | 3,568,561 |
Guaranteed investment certificates | | | | | — | 8,633,952 |
Cash and cash equivalents | | | 3,445,649 | 12,202,513 |
Guaranteed investment certificates were instruments issued by Canadian financial institutions, bore interest at rates varyingfrom 0.08% to 0.86%, and held to maturity or were redeemed during the year 2022. |
9. | | Accounts receivable |
Details of accounts receivable based on past due terms were as follows: |
| | | | | | December 31, | December 31, |
| | | 2022 | 2021 |
| | | $ | $ |
Current | | | 6,578,269 | 1,919,786 |
1 – 30 days | | | 15,959 | 32,028 |
31 – 60 days | | | 57,944 | 7,006,652 |
61 – 90 days | | | 718,239 | 788,330 |
Greater than 90 days | | | 13,790,716 | 6,317,239 |
Holdback receivable | | | 1,536,115 | 974,878 |
Total trade accounts receivable | | | 22,697,242 | 17,038,913 |
Allowance for expected credit loss | | | (4,693,283) | (520,000) |
Other receivables | | | 240,560 | 270,536 |
Sales tax receivable | | | 380,112 | 850,167 |
| | | 18,624,631 | 17,639,616 |
As at December 31, 2022 the allowance for expected credit loss on trade accounts receivable is $4,693,283 (2021 -$520,000), $543,283 which was included through the business combination and only varied due to foreign exchange, and$4,150,000 recognized during 2022. The portion recognized during the year includes $3,765,000 attributable to one specificcustomer, whereby the carrying amount has been reduced from $12,810,231 to $9,045,231. The carrying value of all othertrade receivables was reduced from $9,887,011 to $8,958,728. On the basis of the Company’s expected credit loss policy,the allowance was determined generally by applying a loss rate of 1% on balances 1-30 days past the invoice date, 2% for31-60 days, 3% for 61-90 days and a minimum of 10% for those beyond 90 days. Specific consideration was applied forsituations where the receivable is a holdback on a contract, and also for customers that have exceeded normal paymentterms. |
| 26 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
The closing balance of the trade receivables credit loss allowance as at December 31, reconciles with the trade receivablescredit loss allowance opening balance as follows: |
Opening allowance January 1, 2021 | | — |
Business combination | | | 512,592 |
Foreign exchange | | 7,408 |
Loss allowance at December 31, 2021 | | | 520,000 |
Loss recognized during the year | | | 4,150,000 |
Foreign exchange | | | 23,283 |
Loss allowance at December 31, 2022 | | | 4,693,283 |
10. Costs and profits in excess of billings on uncompleted contracts |
As at December 31, 2022, the Company had eighteen contracts with total billings of $10,475,299 which were less than totalcosts incurred and had recognized cumulative revenue of $11,856,596 since those projects began. This compares withfourteen contracts with total billings of $16,676,700 which were less than total costs incurred and had recognized cumulativerevenue of $21,599,410 as at December 31, 2021. |
The net amount of $1,051,297 as at December 31, 2022 includes an expected credit loss allowance of $330,000 ($Nil asat December 31, 2021). On the basis of the Company’s expected credit loss policy, the allowance was determined generallyby applying a loss rate of 2% on all balances, and adjusting for specific situations, such as past due customers, wherebythe loss rate varied from 25% to 50%. |
Changes in costs and profits in excess of billings on uncompleted contracts during the year are explained by $4,164,109(2021 - $983,891) recognized at the beginning of the year being transferred to accounts receivable, $622,696 (2021 -$4,832,968) resulting from changes in the measure of progress and the expected credit loss allowance of $330,000 ($Nil in2021). |
11. | | | | Investment tax credits |
An amount recognized in 2022 included $169,434 (2021 - $202,472) of investment tax credits earned in the year, as wellas $Nil (2021 - $706,000) of investment tax credits earned in prior years that no longer met the criteria for recognition in2021. $70,258 (2021 - $148,695) of the investment tax credits recognized in the year was recorded against cost of salesand services, $69,176 (2021 - ($684,709)) against research and development expenses and $30,000 (2021 - $32,486)against selling general and administrative expenses. |
Eligible scientific research and experimental development (“SR&ED”) expenses for the year amounted to $2,783,450(2021 – $2,000,853) less investment tax credits of ($169,434) (2021 – ($684,709)), less government grants of $296,043(2021 – $149,575) totalling $2,317,973 (2021 – $2,535,987). |
12. | | | | Strategic investments |
| | | | | December 31, | December 31, |
| | | | | | | 2022 | 2021 |
| | | | | | | $ | $ |
Beauce Gold Fields (“BGF”) shares – level 1 | | | | | | | 56,419 | 123,095 |
HPQ Silicon Inc. (“HPQ”) shares - level 1 | | | | | | | 5,415,749 | 12,306,196 |
HPQ warrants – level 3 | | | | | | | 770,466 | 2,472,368 |
| | | | | | | 6,242,634 | 14,901,659 |
| 27 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
The change in the strategic investments is summarized as follows: |
| | (“BGF”) shares – level 1 | (“HPQ”) shares - level 1 | HPQ warrants – level 3 |
| | Quantity | $ | | Quantity | | $ | Quantity | | $ |
Balance, December 31, 2020 | | 1,025,794 | | | | | 123,095 | 14,990,200 | | 16,489,220 | 25,844,600 | | 23,379,435 |
Additions—— | | 8,268,000 | | 8,070,109 | | | | — | — |
Exercised—— | | 16,250,000 | | 11,700,000 | (16,250,000) | | (9,181,250) |
Disposed—— | | (12,755,600) | | | | | | | | (14,252,732) | — | — |
Change in the fair value | | | | | | | | — | — | | | | | | | | | | | — | (9,700,401) | | | | — | (11,725,817) |
Balance, December 31, 2021 | | 1,025,794 | | | | | 123,095 | 26,752,600 | | 12,306,196 | 9,594,600 | | 2,472,368 |
Additions—— | | 6,800,000 | | 3,196,000 | 6,800,000 | | 408,000 |
Disposed—— | | (11,447,500) | | (3,922,244) | | | | — | — |
Change in the fair value | | | | | | | | — | (66,676) | | | | | — | (6,164,203) | | | | — | (2,109,902) |
Balance, December 31, 2022 | | 1,025,794 | 56,419 | | 22,105,100 | | 5,415,749 | 16,394,600 | | 770,466 |
The Company owns 9.82% on a fully diluted basis of HPQ as at December 31, 2022 (2021 – 9.64%) and has other businesstransactions with this entity– see notes 7(i) and 13. |
The following table sets out the details and activity of the HPQ warrants: |
| | Number of | | Number of |
| | | | | | | | | | | | | warrants | warrants |
| | | | | | | | | | | | | | Exercise |
Expiry date | | Dec 31, 2021 | Additions | | | | | | | | | | Exercised | | | | Dec 31, 2022 | price ($) |
April 29, 2023 | | | | | | | | 1,200,000 | — | | — | 1,200,000 | | 0.10 |
June 2, 2023 | | | | | | | | 4,394,600 | — | | — | 4,394,600 | | 0.10 |
September 3, 2023 | | | | | | | | 4,000,000 | — | | — | 4,000,000 | | 0.61 |
April 20, 2024 | | | | | | | — | 6,800,000 | | | | — | 6,800,000 | | 0.60 |
| | | | | | | | 9,594,600 | 6,800,000 | | | | — | 16,394,600 |
2022 Transactions |
6,800,000 common shares and 6,800,000 warrants of HPQ were purchased in cash for an amount of $3,604,000 in April2022. |
11,447,500 HPQ common shares were disposed for cash amounts totalling $3,922,244 resulting in a realized loss of$225,527. |
2021 Transactions |
12,755,600 HPQ common shares were disposed for cash amounts totalling $14,252,732 resulting in a realized gain of$9,893,900. 16,250,000 shares purchase warrants were exercised in cash for a total amount of $2,518,750. An amount of$9,181,250 was transferred to the share value on the exercise of the warrants. |
8,268,000 common shares of HPQ were purchased in cash for an amount of $8,070,109. |
| 28 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
At inception, the fair value of the HPQ warrants purchased in 2022 was measured using the Black-Scholes option pricingmodel using the following assumptions: |
Number of warrants | | 6,800,000 |
Date of issuance | | April 20, 2022 |
Exercise price ($) | | | 0.60 |
Assumptions under the Black-Scholes model: |
Fair value of the shares ($) | | | 0.47 |
Risk-free interest rate (%) | | | 2.47 |
Expected volatility (%) | | 107.60 |
Expected dividend yield | | | – |
Contractual remaining life (number of months) | | | 24 |
As at December 31, 2022 and 2021, the fair value of the HPQ warrants was measured using the Black-Scholes optionpricing model using the following assumptions: |
| | | | 2022 | 2021 |
Number of warrants | | | | | | 1,200,000 | 4,394,600 | 4,000,000 | | | | | | 6,800,000 | 1,200,000 | 4,394,600 | 4,000,000 |
Date of issuance | | | | | | April 29, 2020 | June 2, 2020 | Sept. 3, 2020 | | | | | | April 20, 2022 | April 29, 2020 | June 2, 2020 | Sept. 3, 2020 |
Exercise price ($) | | | | | | | | | 0.1 | 0.1 | 0.61 | | | | | | 0.60 | | | | 0.1 | 0.1 | 0.61 |
Assumptions under the Black-Scholes model: |
Fair value of the shares ($) | | | | | | 0.25 | 0.25 | 0.25 | | | | | | 0.25 | 0.46 | 0.46 | 0.46 |
Risk-free interest rate (%) | | | | | | 4.03 | 4.03 | 4.03 | | | | | | 4.03 | 1.22 | 1.22 | 1.22 |
Expected volatility (%) | | | | | | 80.55 | 73.74 | 76.85 | | | | | | 74.58 | 89.88 | 94.01 | 110.47 |
Expected dividend yield | | | | | | | | | – | – | | | – | – | – | – | – |
Contractual remaining life (inmonths) |
| | | | | | | | | 4 | 5 | | | 8 | 16 | 16 | 17 | 20 |
As at December 31, 2022, a gain from initial recognition of the warrants of $280,926 ($510,573 – 2021) has been deferredoff balance sheet until realized. |
13. Royalties receivable |
| | | | | | | | December 31 | | | | December 31 |
| | | | | | | | 2022 | 2021 |
| | | | | | | | | | | $ | $ |
Opening balance | | | | | | | | | | | 1,258,654 | 1,060,000 |
Accretion interest | | | | | | | | | | | 118,290 | 132,809 |
Royalties recognized during the year | | | | | | | | | | | 450,000 | 450,000 |
Discounting | | | | | | | | | | | (169,158) | (134,155) |
Amounts received during the year | | | | | | | | | | | (250,000) | (250,000) |
Balance at end of the year | | | | | | | | | | | 1,407,786 | 1,258,654 |
Current portion | | | | | | | | | | | 455,556 | 311,111 |
Non-current portion | | | | | | | | | | | 952,230 | 947,543 |
| | | | | | | | | | | 1,407,786 | 1,258,654 |
The Company sold intellectual property to HPQ Silicon Inc. (“HPQ”) in 2016 (“HPQ 2016 contract”) and its wholly ownedsubsidiary, HPQ Nano Silicon Powders Inc. in 2020 (“HPQ Nano contract”), and HPQ Silica Polvere Inc. (“HPQ Polverecontract”) in 2021. The terms of those sales contracts include, in addition to the purchase price amounts already receivedof $1,000,000 in 2016 and $2,400,000 in 2020 and $3,300,000 in 2021, respectively, the following variable consideration inthe form of royalty payments: |
| 29 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
HPQ 2016 contract: |
Royalties are 10% of net sales, with minimum payments of $200,000 in 2021 and $250,000 in 2022 and every yearthereafter. Payment is due no later than 30 days after the year end of HPQ Silicon Inc. An amount of $250,000 has beenreceived under this agreement in 2022 ($200,000 was received in 2021). |
HPQ Nano contract: |
Royalties are 10% of net sales, with minimum payments of $50,000 in 2021, $100,000 in 2022, $150,000 in 2023, and$200,000 in 2024 and every year thereafter. Payments are due no later than 10 days after the year end of HPQ Nano SiliconPowders Inc. An amount of $Nil has been received under this agreement in 2022 ($50,000 was received in 2021). |
HPQ Polvere contract: |
Royalties are 10% of net sales with minimum payments of $50,000 in 2023, $100,000 in 2024, $150,000 in 2025 and$200,000 in 2026 and every year thereafter. Royalty payments are limited to the total net sales for the period. Paymentsare due no later than 10 days after the year end of HPQ Silica Polvere Inc. |
During the year ended December 31, 2022, the Company recognized an additional $250,000 and $200,000 for the HPQ2016 contract and HPQ Nano contracts, respectively, of royalties receivable, which have been discounted using 12.5%discount rate. |
During the year ended December 31, 2021, the Company recognized an additional $250,000 and $200,000 for the HPQ2016 contract and HPQ Nano contracts, respectively, of royalties receivable, which have been discounted using 12.5%discount rate. |
The Company only recognizes variable consideration, including minimum royalties, arising from these agreements in theperiod(s) when it is highly probable that a reversal will not occur when the uncertainty associated with the variableconsideration is subsequently resolved. Minimum royalties are recognized for the period the Company evaluates thecollectability of the minimum royalties is probable, which the Company has estimated over four years. |
The HPQ Nano contract and the HPQ Polvere contract each provide the Company with the option to convert, at any time,the future royalties that would be owed to it into a 50% equity stake in HPQ Nano Silicon Powders Inc. and HPQ SilicaPolvere Inc., respectively. Each option is considered an embedded derivative that is initially measured at fair value andsubsequently remeasured at fair value at each reporting period. The Company determined that the embedded derivativeshad a fair value of $Nil at the inception of the contracts and $Nil at each of the reporting dates. |
14. Deposits |
| | December 31 | December 31 |
| | 2022 | 2021 |
| | | | $ | $ |
Current portion:Suppliers |
| | | | 392,309 | 1,236,211 |
Security deposit on leased premises | | | | 40,241 | 92,241 |
Total current | | | | 432,550 | 1,328,452 |
Non-current portion:Suppliers |
| | | | 7,250 | 1,952 |
Security deposit on leased premises | | | | 38,803 | 246,804 |
Total non-current | | | | 46,053 | 248,756 |
Total deposits | | | | 478,603 | 1,577,208 |
| 30 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
15. Property and equipment |
| | Machinery | Equipment |
| | | | Computer | and | | | Leasehold | under |
| | | | equipment equipment Automobiles improvements construction | | Total |
| | | | | | | $ | $ | $ | $ | $ | $ |
CostBalance at December 31, 2020 |
| | | | 549,659 | 1,621,899 | | | | | | | 306,164 | 180,901 | 1,940,234 | | | 4,598,857 |
Acquired through businesscombination |
| | | | 13,585 | 28,967 | | | | | | | | | | — | — | — | 42,552 |
Additions | | | | 245,984 | 384,092 | | | | | | | 30,495 | 752,204 | 84,143 | 1,496,918 |
Balance at December 31, 2021 | | | | 809,228 | 2,034,958 | | | | | | | 336,659 | 933,105 | 2,024,377 | | | 6,138,327 |
Additions(1) | | | | 164,059 | (89,085) | | | | | | | | | | — | 209,435 | | | | — | 284,409 |
Assets under construction putin service |
| | — | 1,065,672 | | | | | | | | | | — | 958,705 | (2,024,377) | | | | | | | | | | | | — |
Balance at December 31, 2022 | | | | 973,287 | 3,011,545 | | | | | | | 336,659 | 2,101,245 | | | | | | | | | — | 6,422,736 |
Accumulated depreciationBalance at December 31, 2020 |
| | | | 509,112 | 1,441,642 | | | | | | | 21,748 | 96,785 | | | | — | 2,069,287 |
Depreciation | | | | 88,410 | 182,739 | | | | | | | 59,959 | 24,995 | | | | — | 356,103 |
Balance at December 31, 2021 | | | | 597,522 | 1,624,381 | | | | | | | 81,707 | 121,780 | | | | — | 2,425,390 |
Depreciation | | | | 146,550 | 297,021 | | | | | | | 57,543 | 102,780 | | | | — | 603,894 |
Balance at December 31, 2022 | | | | 744,072 | 1,921,402 | | | | | | | 139,250 | 224,560 | | | | — | 3,029,284 |
Carrying amountsBalance at December 31, 2021 |
| | | | 211,706 | 410,577 | | | | | | | 254,952 | 811,325 | 2,024,377 | | | 3,712,937 |
Balance at December 31, 2022 | | | | 229,215 | 1,090,143 | | | | | | | 197,409 | 1,876,685 | | | | | | | | | — | 3,393,452 |
(1) The adjustment to additions to Machinery and Equipment of $89,085, relates to the discounting of the non-interest-bearingloan from the Economic Development Agency of Canada, representing government assistance (see note 21). |
Equipment under construction included the leasehold improvements of a clean room and the costs related to building thenew Plasma Powder Production equipment which have been put in service during the year ended December 31, 2022. |
16. Leases |
The Company has entered into lease contracts mainly for buildings and computer equipment, which expire at various datesthrough the year 2036. Some leases have extension or purchase options for various terms. The lease contracts do notimpose any financial covenants. |
On January 1, 2022, a lease for rent of a property with a trust whose beneficiary is the controlling shareholder and CEO ofthe Company, was modified to extend the lease term until December 2026. The lessor also reimbursed an amount of$1,070,264 representing the balance at the date of modification of the original prepayment amount of $1,178,530 made in2020. At the date of modification, the lease liability was remeasured using a discount rate of 4%. As a result, the leaseliability was increased by an amount of $1,070,264 and the right-of-use assets was decreased by an amount of $108,267. |
On September 1, 2022, a lease of a property was modified to extend the term, to postpone the exercise of the purchaseoption of the property, and to factor a deposit of $275,000 required to exercise the purchase option. As a result, the leaseliability was remeasured using a discount rate of 8.6% and the lease liability and the right-of-use assets were decreased by$203,154. |
| 31 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
a) Right-of-use assets |
| | Land and | Computer |
| | building | equipment | Total |
| | $ | | | $ | $ |
Balance at January 1, 2021 | | 3,688,315 | | | 12,685 | 3,701,000 |
Additions - business combination | | | | | | 477,608 | — | 477,608 |
Additions | | 2,157,796 | | | | | — | 2,157,796 |
Depreciation | | | | | | (566,182) | (4,228) | (570,411) |
Balance at December 31, 2021 | | 5,757,537 | | | 8,457 | 5,765,993 |
Modification of lease agreements | | | | | | (311,421) | — | (311,421) |
Depreciation | | | | | | (631,600) | (4,228) | (635,828) |
Balance at December 31, 2022 | | 4,814,516 | | | 4,229 | 4,818,744 |
b) The table below summarizes changes to the lease liabilities: |
| | | | $ |
Balance at January 1, 2021 | | | | 2,988,542 |
Addition - business acquisition | | | | 477,608 |
Additions - other | | | | 2,120,893 |
Payments | | | | (263,078) |
Balance at December 31, 2021 | | | | 5,323,965 |
Modification of lease agreements | | | | 867,110 |
Payments | | | | (657,381) |
Balance at December 31, 2022 | | | | 5,533,694 |
Current portion | | | | 2,934,236 |
Non-current portion | | | | 2,389,729 |
Balance at December 31, 2021 | | | | 5,323,965 |
Current portion | | | | 2,672,212 |
Non-current portion | | | | 2,861,482 |
Balance at December 31, 2022 | | | | 5,533,694 |
c) Amount recognized in the consolidated statements of comprehensive loss: |
| | | 2022 | 2021 |
| | | | | $ | $ |
Depreciation of right-of-use assets | | | | | 635,828 | 570,411 |
Interest on lease liabilities | | | | | 378,611 | 307,691 |
Expense related to lease payments excluded in the measurement of leaseliabilities |
| | | | | 243,209 | 178,707 |
| 32 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
d) Maturity analysis – contractual undiscounted cash flows of lease liabilities as at December 31, 2022 |
| | $ |
2023 | | 2,984,243 |
2024 | | 592,719 |
2025 | | 572,562 |
2026 | | 474,484 |
2027 | | 229,332 |
Thereafter | | 1,891,9896,745,329 |
17. Intangible assets |
| | | Production | Development |
| | | backlog | | Patents | costs | Total |
| | | | | | $ | $ | | $ | $ |
CostBalance at December 31, 2020 |
| — | | | | 768,392 | | 244,871 | 1,013,263 |
Acquired through business combination | | | | | | 2,120,000 | | — | — | 2,120,000 |
Additions— | | | | 214,497 | | | | — | 214,497 |
Write-off— | | | | | | | | | (85,544) | — | (85,544) |
Balance at December 31, 2021 | | | | | | 2,120,000 | 897,345 | | 244,871 | 3,262,216 |
Additions— | | | | 208,680 | | | | — | 208,680 |
Balance at December 31, 2022 | | | | | | 2,120,000 | 1,106,025 | | 244,871 | 3,470,896 |
Accumulated amortizationBalance at December 31, 2020 |
| — | | | | | | | | | 58,125 | 49,524 | 107,649 |
Amortization | | | | | | 353,333 | | | | 10,528 | 16,508 | 380,369 |
Balance at December 31, 2021 | | | | | | 353,333 | | | | 68,653 | 66,032 | 488,018 |
Amortization | | | | | | 848,000 | | | | 13,522 | 16,508 | 878,030 |
Balance at December 31, 2022 | | | | | | 1,201,333 | | | | 82,175 | 82,540 | 1,366,048 |
Carrying amountsBalance at December 31, 2021 |
| | | | | | 1,766,667 | 828,692 | | 178,839 | 2,774,198 |
Balance at December 31, 2022 | | | | | | 918,667 | 1,023,850 | | 162,331 | 2,104,848 |
The Company’s development costs have been incurred to develop plasma-related technologies and the patents protect thedesign and specification of these technologies. |
18. Goodwill |
The Company tests goodwill for impairment annually, or more frequently when an indicator of impairment is identified.Goodwill is considered impaired if the recoverable amount is less than the carrying amount. |
The recoverable amount of an operating segment is determined based on value-in-use calculations, covering a detailedfive-year forecast, followed by an extrapolation of expected cash flows for the remaining useful lives using a declining growthrate determined by management. The present value of the expected cash flows of the operating segment is determined byapplying a suitable discount rate reflecting current market assessments of the time value of money and risks specific to thesegment. |
| 33 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
For the purpose of impairment testing, goodwill is allocated to the sole operating segment, Pyro Green-Gas, which isexpected to benefit from the synergies of the business combination in which the goodwill arises and is compared to itsrecoverable value. |
At December 31, 2022 and 2021, it was determined that the recoverable amounts exceed the carrying amount, and noimpairment was required. The recoverable amount in the most recent impairment test performed was determined using apre-tax discount rate of 12.5% and terminal growth rate of 2% (2021 - pre-tax discount rate of 8% and terminal growth rateof 2%). |
19. Accounts payable and accrued liabilities |
| | December 31 | December 31 |
| | 2022 | 2021 |
| | | | $ | $ |
Accounts payable | | | | 6,065,996 | 5,457,259 |
Accrued liabilities | | | | 2,891,053 | 3,730,048 |
Sale commissions payable 1 | | | | 904,724 | 737,364 |
Accounts payable to the controlling shareholder and CEO | | | | 254,097 | 144,506 |
| | 10,115,870 | 10,069,177 |
1 Sale commissions payable relate to the costs to obtain long-term contracts with clients. |
20. Billings in excess of costs and profits on uncompleted contracts |
The amount to date of costs incurred and recognized profits less recognized losses for construction projects in progressamounted to $37,374,909 (2021 - $21,834,137). |
Payments to date received were $47,045,902 on contracts in progress (2021 - $31,234,368). |
Changes in billings in excess of costs and profits on uncompleted contracts during the year are explained by $2,416,229(2021 - $6,268,910) recognized at the beginning of the year being recognized as revenue, and an increase of $2,686,991(2021 - $9,076,169) resulting from cash received excluding amounts recognized as revenue. |
| 34 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
21. Term loans |
| | Economic | | | Canada |
| | | Development Agency | Other Term | | | Other Term | | Emergency Business |
| | | of Canada Loan1 | Loans2 | | | Loans3 | | Account Loan4 | Total |
| | | | | | | | $ | $ | $ | | | | $ | $ |
Balance, December 31, 2020 | | 75,800 | 36,907 | | | | | | | | | | — | — | | 112,707 |
Assumed through business combination | | | | | | | | — | — | 36,520 | 50,000 | | 86,520 |
Accretion | | 12,185 | | | | | | | — | | — | — | | 12,185 |
Payments— | (12,207) | | | (8,300) | — | | (20,507) |
Balance, December 31, 2021 | | 87,985 | 24,700 | | | 28,220 | 50,000 | | 190,905 |
Additions | | 292,941 | | | | | 292,941 |
Discounting | | (89,085) | | | | | | | — | | — | — | | (89,085) |
Accretion | | 28,229 | | | | | | | — | | — | — | | 28,229 |
Payments— | (13,083) | | | (19,920) | — | | (33,003) |
Balance, December 31, 2022 | | 320,070 | 11,617 | | | 8,300 | 50,000 | | 389,987 |
Less current portion | | | | | | | | — | (11,617) | | | (8,300) | (50,000) | | (69,917) |
Balance, December 31, 2022 | | 320,070 | | | | | | | — | | — | — | | 320,070 |
1 maturing in 2029, non-interest bearing, payable in equal instalments from April 2024 to March 2029.2 maturing October 23, 2023 bearing interest at a rate of 6.95% per annum, payable in monthly instalments of $1,200 secured by automobile (carrying |
amount of $10,795 as at December 31, 2022) |
3 maturing in May 2023, payable in monthly instalments of $1,660, bearing interest at 7.45%4 loan bearing no interest and no minimum repayment, if repaid by December 2023 |
Economic Development Agency of Canada Loan |
On March 5, 2020, the Company entered into a repayable contribution agreement up to $450,000 under the RegionalEconomic Growth through Innovation program from the Economic Development Agency of Canada (“EDC”). Thecontribution is repayable in 60 equal monthly instalments due and payable 24 months following the completion of the project.During the year ended December 31, 2022, the Company received contributions totalling $292,941. The loan wasdiscounted using the effective interest method using a rate of 8% as it is non-interest bearing. The difference between thediscounted amount and the proceeds received of $89,085 represents government assistance and is accounted for as areduction of the property and equipment. |
Canada Emergency Business Account ("CEBA") Loan |
The Company's subsidiary participated in the CEBA program whereby it obtained an interest free and partially forgivableloan. The loan bears no interest and no minimum repayment terms, and one third of the loan amount is forgiven if repaidby December 31, 2023. The unpaid balance, if any, at December 31, 2023 would be converted to a 24-month term loanbearing interest at 5% and be reimbursed entirely by December 31, 2025. |
22. Shareholders’ equity |
Common shares and warrants |
Authorized: |
The Company is authorized to issue an unlimited number of common shares without par value. |
Issuance of units |
On October 19, 2022, the Company completed a non-brokered private placement consisting of 1,014,600 units at a priceof $1.30 per unit for aggregate gross proceeds to the Company of $1,318,980. Each unit is comprised of one common shareof the Company and one common share purchase warrant of the company. Each warrant entitles the holder to purchaseone additional common share at an exercise price of $1.75 for a period of 24 months. The Company allocated an amountof $1,095,780 to share capital representing the fair value of the shares on October 19, 2022, of $1.08 per share and theresidual amount of $223,200 to warrants. |
| 35 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
Shares issued upon exercise of stock options, share purchase warrants and compensation options |
During the year ended December 31, 2022, 2,440,000 (3,482,000 - 2021) stock options and Nil (8,146,483 - 2021) sharepurchase warrants were exercised for net proceeds of $1,412,799 and $Nil ($1,109,818 and $12,396,107 – 2021)respectively. The amounts credited to share capital from the exercise of stock options include an ascribed value fromcontributed surplus of $870,558 ($364,000 – 2021). In addition, in 2021, 191,414 compensation options relating to a boughtdeal in 2020, were exercised for net proceeds of $689,090. |
Share redemptions for cancellation |
In January 2021, the Company announced it had been authorized to repurchase for cancellation, on the open market, orsubject to the approval of any securities authority by private agreements, 5,000,000 common shares from January 14, 2021,to January 13, 2022. In February 2022, the Company announced it had been authorized to repurchase 7,500,000 of itscommon shares from February 15, 2022, to February 14, 2023. |
During the year 2022, the Company did not repurchase any common shares for purpose of cancellation. The Company wasunder no obligation to repurchase its common shares as at December 31, 2022. |
During the year 2021, the Company repurchased and cancelled 840,094 Common shares at a weighted average price of$4.96 per share, for a total cash consideration of $4,183,617 including commissions of $16,678. The excess of the totalconsideration over the carrying amount of the shares, in the amount of $3,778,619 was applied against deficit. |
The repurchases were made in the normal course of business at market prices through the TSX. The Company was underno obligation to repurchase its common shares as at December 31, 2021. |
Stock options |
The Company has a stock option plan authorizing the Board of Directors to grant options to directors, officers, employeesand consultants to acquire common shares of the Company at a price computed by reference to the closing market price ofthe shares of the Company on the business day before the Company notifies the stock exchanges of the grant of the option.The number of shares which may be granted to any one person shall not exceed 5% (2% for consultants) of total sharecapital over a twelve-month period. |
The following table sets out the activity in stock options: |
| | Weighted |
| | | Number of | average |
| | | options | exercise price |
| | $ |
Balance – December 31, 2020 | | | 9,040,000 | 1.57 |
Granted | | | 2,970,000 | 4.55 |
Exercised (1) | | | (3,482,000) | 0.32 |
Forfeited | | | (125,000) | 4.41 |
Balance, December 31, 2021 | | | 8,403,000 | 3.10 |
Granted | | | 2,475,000 | 3.55 |
Exercised (1) | | | (2,440,000) | 0.58 |
Forfeited | | | (242,500) | 4.07 |
Balance, December 31, 2022 | | | 8,195,500 | 3.96 |
(1) The weighted fair market value of the share price for options exercised in 2022 was $1.44 ($5.48 in 2021). |
| 36 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
Grants in 2022 |
On January 3, 2022, the Company granted 150,000 stock options to the President and Chief Executive Officer of theCompany, and 300,000 stock options to members of its Board of Directors. The stock options have an exercise price of$3.36 per common share, vest immediately and are exercisable over a period of five (5) years. |
On April 5, 2022, the Company granted 400,000 stock options to employees of the Company. The stock options have anexercise price of $2.96 per common share. The 400,000 options will vest as follows: 10 percent as of the day of the grant,20 percent at the first anniversary of the date of the grant, 30 percent on the second anniversary of the date of the grantand 40 percent on the third anniversary of the date of the grant. All options mentioned above are exercisable over a periodof five (5) years. |
On June 2, 2022, the Company granted 600,000 stock options to the President and Chief Executive Officer of the Company,and 900,000 stock options to members of its Board of Directors. The 1,500,000 options will vest as follows: 25 percent asof the day of the grant, 25 percent at the first anniversary of the date of the grant, 25 percent on the second anniversary ofthe date of the grant and 25 percent at the third anniversary of the date of the grant. The stock options have an exerciseprice of $3.88 per common share and are exercisable over a period of five (5) years. |
On July 3, 2022, the Company granted 125,000 stock options to employees of the Company. The stock options have anexercise price of $2.14 per common share. The 125,000 options will vest as follows: 10 percent as of the day of the grant,20 percent at the first anniversary of the date of the grant, 30 percent on the second anniversary of the date of the grantand 40 percent on the third anniversary of the date of the grant. All options mentioned above are exercisable over a periodof five (5) years. |
Subsequent to year end, the Company granted 150,000 stock options to the President and Chief Executive Officer of theCompany, and 500,000 stock options to members of its Board of Directors. The stock options have an exercise price of$1.03 per common share, vest immediately and are exercisable over a period of five (5) years. The Company accountedfor an expense amounting to $453,204 related to these options as the stock options granted related to the services in 2022and there was a shared understanding of the terms and conditions related to such grant prior to the grant date. |
The Company also granted 975,000 stock options to employees of the Company. The stock options have an exercise priceof $1.03 per common share. The 975,000 options will vest as follows: 10 percent as of the day of the grant, 20 percent atthe first anniversary of the date of the grant, 30 percent on the second anniversary of the date of the grant and 40 percenton the third anniversary of the date of the grant. All options mentioned above are exercisable over a period of five (5) years.There was no expense accounted for in 2022 relating to these stock options. |
Grants in 2021 |
On December 30, 2021, the Company granted 100,000 stock options to a member of its Board of Directors The stockoptions have an exercise price of $3.61 per common share, vest immediately and are exercisable over a period of five (5)years. |
On December 17, 2021, the Company granted 1,920,000 stock options to the President and Chief Executive Officer of theCompany. The stock options have an exercise price of $3.13 per common share, vest immediately and are exercisable overa period of five (5) years. |
On October 14, 2021, the Company granted 100,000 stock options to the Chief Financial Officer of the Company. The stockoptions have an exercise price of $5.04 per common share. The 100,000 options will vest as follows: 10 percent as of theday of the grant, 20 percent at the first anniversary of the date of the grant, 30 percent at the second anniversary of the dateof the grant, and 40 percent at the third anniversary of the date of the grant and are exercisable over a period of five (5)years. |
On June 14, 2021, the Company granted 100,000 stock options to an officer of the Company. The stock options have anexercise price of $6.70 per common share. The 100,000 options will vest as follows: 25 percent at the date of the grant, 25percent at the first anniversary of the date of grant, 25 percent at the second anniversary of the date of grant, and 25 percentat the third anniversary of the date of grant and are exercisable over a period of five (5) years. |
| 37 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
On June 1, 2021, the Company granted 200,000 stock options to a member of its Board of Directors. The stock optionshave an exercise price of $6.59 per common share. The 200,000 options will vest as follows: 25 percent at the date of thegrant, 25 percent at the first anniversary of the date of grant, 25 percent at the second anniversary of the date of grant, and25 percent at the third anniversary of the date of grant and are exercisable over a period of five (5) years. |
On April 6, 2021, the Company granted 150,000 stock options to the President and Chief Executive Officer of the Company,100,000 and 200,000 stock options to two members of the Board of Directors and 100,000 stock options to an employee ofthe Company. The stock options have an exercise price of $8.47 per common share. Of these options, 250,000 will vestimmediately, 200,000 options will vest as follows: 30 percent as of the day of the grant, 35 percent at the first anniversaryof the date of the grant and 35 percent on the second anniversary of the date of the grant and the remaining 100,000 optionswill vest as follows: 10 percent as of the day of the grant, 20 percent at the first anniversary of the date of the grant, 30percent at the second anniversary of the date of the grant, and 40 percent at the third anniversary of the date of the grant.All options mentioned above are exercisable over a period of five (5) years. |
The weighted average fair value of stock options granted for the year ended December 31, 2022 was $2.37 ($2.99 in 2021)and $2.02 per option for stock options granted subsequent to the year end. The weighted average fair value of each optiongranted was estimated at the grant date for purposes of determining share-based payment expense using the Black-Scholesoption pricing model based on the following weighted-average assumptions: |
Years ended December 31, | | 2022 | 2021 |
Number of options granted or recognized | | | | 2,475,000 | 650,000 | 2,970,000 |
Exercise price ($) | | 3.55 | | | 3.02 | 4.55 |
Fair value of each option under the Black-Scholes pricing model($) |
| | 2.37 | | | 2.02 | 2.99 |
Assumptions under the Black-Scholes model:Fair value of the shares ($) |
| | 3.54 | | | 3.02 | 4.52 |
Risk-free interest rate (%) | | 2.43 | | | 3.38 | 1.11 |
Expected volatility (%) | | 83.17 | | | 83.15 | 83.00 |
Expected dividend yield | | — | | | | | — | — |
Expected life (number of months) | | 60 | | | | | 60 | 60 |
The underlying expected volatility was determined by reference to historical data of the Company’s share price. No specialfeatures inherent to the stock options granted were incorporated into the measurement of fair value. |
| 38 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
As at December 31, 2022, the outstanding options, as issued under the stock option plan to directors, officers, employeesand consultants for the purchases of one common share per option, are as follows: |
| | Number of | Number of | Number of |
| | stock | stock | stock | Exercise |
| | options | options | options | price |
| | Dec 31, 2021 | | | | Granted | Exercised | Forfeitures | | Dec 31, 2022 | vested (1) | per option | | | Expiry date |
| | | | | | | | | $ |
November 3, 2017 | | 2,400,000 | | | | | | | | — | (2,400,000) | — | — | | | | | | | — | 0.58 | November 3, 2022 |
July 3, 2018 | | 300,000 | | | | | | | | — | | — | — | 300,000 | 300,000 | | | | | 0.51 | July 3, 2023 |
October 29, 2018 | | 40,000 | | | | | | | | — | (40,000) | — | — | | | | | | | — | 0.52 | October 29, 2023 |
September 29, 2019 | | 100,000 | | | | | | | | — | | — | — | 100,000 | 100,000 | | | | | 0.51 | September 29, 2024 |
January 2, 2020 | | 100,000 | | | | | | | | — | | — | — | 100,000 | 100,000 | | | | | 0.45 | January 2, 2025 |
July 16, 2020 | | 2,243,000 | | | | | | | | — | | — | (42,500) | | 2,200,500 | 1,775,500 | | | | | 4.41 | July 16, 2025 |
October 26, 2020 | | 250,000 | | | | | | | | — | | — | (200,000) | | 50,000 | 37,500 | | | | | 4.00 | October 26, 2025 |
April 6, 2021 | | 550,000 | | | | | | | | — | | — | — | 550,000 | 410,000 | | | | | 8.47 | April 6, 2026 |
June 1, 2021 | | 200,000 | | | | | | | | — | | — | — | 200,000 | 100,000 | | | | | 6.59 | June 1, 2026 |
June 14, 2021 | | 100,000 | | | | | | | | — | | — | — | 100,000 | 50,000 | | | | | 6.70 | June 14, 2026 |
October 14, 2021 | | 100,000 | | | | | | | | — | | — | — | 100,000 | 30,000 | | | | | 5.04 | October 14, 2026 |
December 17, 2021 | | 1,920,000 | | | | | | | | — | | — | — | 1,920,000 | 1,920,000 | | | | | 3.13 | December 17, 2026 |
December 30, 2021 | | 100,000 | | | | | | | | — | | — | — | 100,000 | 30,000 | | | | | 3.61 | December 30, 2026 |
January 3, 2022 | | | | | | | | | | | | | — | 450,000 | | | | | | — | — | 450,000 | 450,000 | | | | | 3.36 | January 3, 2027 |
April 5, 2022 | | | | | | | | | | | | | — | 400,000 | | | | | | — | — | 400,000 | 40,000 | | | | | 2.96 | April 5, 2027 |
June 2, 2022 | | | | | | | | | | | | | — | 1,500,000 | | | | | | — | — | 1,500,000 | 375,000 | | | | | 3.88 | June 2, 2027 |
July 13, 2022 | | | | | | | | | | | | | — | 125,000 | | | | | | — | — | 125,000 | 12,500 | | | | | 2.14 | July 13, 2027 |
| | 8,403,000 | | | | 2,475,000 | (2,440,000) | (242,500) | | 8,195,500 | 5,730,500 | | | | | 3.96 |
(1) At December 31, 2022, the weighted average exercise price for options outstanding which are exercisable was $3.96. |
As at December 31, 2021, the outstanding options, as issued under the stock option plan to directors, officers, employeesand consultants for the purchases of one common share per option, are as follows: |
| | Number of | Number of | Number of |
| | stock | stock | stock | Exercise |
| | options | options | options | price |
| | Dec 31, 2020 | | | | Granted | Exercised | Forfeitures | | Dec 31, 2021 | vested | per option | | | Expiry date |
| | | | | | | | | $ |
November 3, 2017 | | 2,420,000 | | | | | | | | — | (20,000) | — | 2,400,000 | 2,400,000 | | | | | 0.58 | November 3, 2022 |
July 3, 2018 | | 300,000 | | | | | | | | — | | — | — | 300,000 | 300,000 | | | | | 0.51 | July 3, 2023 |
October 29, 2018 | | 70,000 | | | | | | | | — | (30,000) | — | 40,000 | 40,000 | | | | | 0.52 | October 29, 2023 |
September 29, 2019 | | 200,000 | | | | | | | | — | (100,000) | — | 100,000 | 100,000 | | | | | 0.51 | September 29, 2024 |
January 2, 2020 | | 100,000 | | | | | | | | — | | — | — | 100,000 | 100,000 | | | | | 0.45 | January 2, 2025 |
July 16, 2020 | | 2,450,000 | | | | | | | | — | (82,000) | (125,000) | | 2,243,000 | 1,775,500 | | | | | 4.41 | July 16, 2025 |
October 26, 2020 | | 250,000 | | | | | | | | — | | — | — | 250,000 | 125,000 | | | | | 4.00 | October 26, 2025 |
April 6, 2021 | | | | | | | | | | | | | — | 550,000 | | | | | | — | — | 550,000 | 320,000 | | | | | 8.47 | April 6, 2026 |
June 1, 2021 | | | | | | | | | | | | | — | 200,000 | | | | | | — | — | 200,000 | 50,000 | | | | | 6.59 | June 1, 2026 |
June 14, 2021 | | | | | | | | | | | | | — | 100,000 | | | | | | — | — | 100,000 | 25,000 | | | | | 6.70 | June 14, 2026 |
October 14, 2021 | | | | | | | | | | | | | — | 100,000 | | | | | | — | — | 100,000 | 10,000 | | | | | 5.04 | October 14, 2026 |
December 17, 2021 | | | | | | | | | | | | | — | 1,920,000 | | | | | | — | — | 1,920,000 | 1,920,000 | | | | | 3.13 | December 17, 2026 |
December 30, 2021 | | | | | | | | | | | | | — | 100,000 | | | | | | — | — | 100,000 | 100,000 | | | | | 3.61 | December 30, 2026 |
| | 9,040,000 | | | | 2,970,000 | (3,482,000) | (125,000) | | 8,403,000 | 7,265,500 | | | | | 3.10 |
For the year ended December 31, 2022, a share-based compensation expense of $5,538,463 (2021 - $9,762,745) wasrecorded in Selling, general and administrative expenses to the consolidated statements of comprehensive loss. |
As at December 31, 2022, an amount of $3,184,866 (2021 - $2,719,354) remains to be amortized until October 2025 relatedto the grant of stock options. |
| 39 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
Share purchase warrants |
The following table reflects the activity in warrants during the year ended December 31, 2022, and the number of issuedand outstanding share purchase warrants at December 31, 2022: |
| | Number of | Number of |
| | warrants | warrants | Exercise |
| | Dec 31, | Dec 31, | price per |
| | 2021 | Issued | | | | Exercised Expired | 2022 | warrant | | Expiry date |
Issuance of units – October 19, 2022 | | | | | | | — | 1,014,600 | | | | | | | — | — | 1,014,600 | 1.75 | | Oct 19, 2024 |
| | | | | | | — | 1,014,600 | | | | | | | — | — | 1,014,600 | 1.75 |
The following table reflects the activity in warrants during the year ended December 31, 2021, and the number of issuedand outstanding share purchase warrants at December 31, 2021: |
| | Number of | | | | | | | Number of |
| | warrants | warrants | | | | | | | Exercise |
| | Dec 31, | Dec 31, | | | | | | | price per |
| | 2020 | | | | | Issued | Exercised | | | | | | | Expired | 2021 | | | | | | | warrant | Expiry date |
| | | | $ |
Issuance of units – September 28, 2018 | | 3,448,276 | — | (3,448,276) | | | | | | | — | — | 0.58 | | January 28, 2021 |
Issuance of units – October 19, 2018 | | 100,000 | — | (100,000) | | | | | | | — | — | 0.58 | | February 13, 2021 |
Issuance of units – May 15, 2019 | | 1,355,500 | — | (1,355,500) | | | | | | | — | — | 0.85 | | May 15, 2021 |
Issuance of units – May 28, 2019 | | 750,000 | — | (750,000) | | | | | | | — | — | 0.85 | | May 24, 2021 |
Issuance of units – June 19, 2019 | | 500,000 | — | (500,000) | | | | | | | — | — | 0.85 | | June 19, 2021 |
Issuance of units – October 25, 2019 | | 225,000 | — | (225,000) | | | | | | | — | — | 0.75 | | October 25, 2021 |
Issuance of units – November 10, 2020 | | 1,677,275 | — | (1,672,000) | | | | | | | (5,275) | — | 4.5 | | | | | | | November 10, 2022 |
Issuance of warrants – November 10, 2020 | | | | | | | — | — | | | | (95,707) | | | — | — | 4.5 | | | | | | | November 10, 2022 |
| | 8,056,051 | — | (8,146,483) | | | | | | | (5,275) | — |
23. Supplemental disclosure of cash flow information |
| | | 2022 | | | 2021 |
| | | | | | | | | | $ | $ |
Accounts receivable | | | | | | | | | | (985,015) | (12,372,139) |
Costs and profits in excess of billings on uncompleted contracts | | | 3,871,413 | | | (3,849,077) |
Inventory | | | | | | | | | | (988,821) | (839,352) |
Investment tax credits receivable | | | | | | | | | | (19,891) | 1,015,862 |
Royalties receivable | | | | | | | | | | (30,842) | (65,845) |
Deposits | | | 2,277,136 | | | 145,379 |
Contract assets | | | | | | | | | | (562,809) | | — |
Prepaid expenses | | | | | | | | | | (53,942) | | | 39,111 |
Accounts payable and accrued liabilities | | | | | | | | | | 346,003 | 1,953,208 |
Billings in excess of costs and profits on uncompleted contracts | | | | | | | | | | 270,762 | 1,485,969 |
Income taxes | | | | | | | | | | 267,414 | (99,072) |
| | | 4,391,408 | | | (12,585,956) |
| 40 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
24. Supplemental disclosure on comprehensive income statement |
The amount of inventories recognized in cost of sales is $844,304 for the year ended December 31, 2022 ($326,279 in2021). |
The aggregate amortization and write-off of intangible assets expense for the year ended December 31, 2022 was $878,030(2021 - $465,913) and was recorded in cost of sales and services. |
Depreciation on property and equipment amounted to $603,894 and ROU assets was $635,828 for the year endedDecember 31, 2022, as compared to (2021 - $356,103 and $570,411 respectively) and is recorded in selling, general andadministrative. |
Employee benefits totaled $18,115,284 in the year ended December 31, 2022 (2021 - $21,855,957) and include share-based compensation of $5,538,463 (2021 - $9,762,745). |
The Company has been awarded various government grants during the year, which were recognized when they becamereceivable. The grants, received in 2022, are unconditional and amounted to $204,791 (2021 - $226,420). An amount of$Nil (2021 - $149,575) was recorded as a reduction to the related expenses in research and development, an amount of$204,791 (2021 - $76,845) was recorded as a reduction to the related expenses in selling, general and administrative. |
25. Net finance costs |
| | 2022 | 2021 |
| | $ | $ |
Financial expensesInterest on term loans |
| | 3,198 | 87,775 |
Interest on lease liabilities | | 378,611 | 307,691 |
Interest accretion on balance due on business combination | | 173,350 | 110,204 |
Interest accretion on long term loans | | 28,229 | 12,185 |
Penalties and other interest expenses | | 85,644 | 19,324 |
| | 669,032 | 537,179 |
Financial incomeInterest accretion on royalty receivable |
| | (118,290) | (132,809) |
Net finance costs | | 550,742 | 404,370 |
26. Loss per share |
The following table provides a reconciliation between the number of basic and fully diluted shares outstanding as atDecember 31, 2022 and 2021: |
| | 2022 | 2021 |
| | $ | $ |
Weighted daily average of Common shares | | 170,953,374 | 166,645,546 |
Dilutive effect of stock options | | | | — | — |
Dilutive effect of warrants | | | | — | — |
Weighted average number of diluted shares | | 170,953,374 | 166,645,546 |
Number of anti-dilutive stock options and warrants excluded from fully diluted lossper share calculation |
| | 6,745,100 | 8,403,000 |
27. Related party transactions |
During the years ended December 31, 2022 and 2021, the Company concluded the following transactions with relatedparties: |
| 41 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
In 2022, rent and property taxes were charged by a trust whose beneficiary is the controlling shareholder and CEO of theCompany in the amount of $277,389 (2021 - $274,934). On January 1, 2022, a lease for rent of a property with a trustwhose beneficiary is the controlling shareholder and CEO of the Company, was modified to extend the lease term untilDecember 2026. The lessor also reimbursed an amount of $1,070,264 representing the balance at the date of modificationof the original prepayment amount of $1,178,530 made in 2020. At the date of modification, the lease liability wasremeasured using a discount rate of 4%. As a result, the lease liability was increased by an amount of $1,070,264 and theright-of-use assets was decreased by an amount of $108,267. |
These expenses are recorded in captions cost of sales and selling and general in the consolidated statements ofcomprehensive loss. As at December 31, 2022 the right-of-use asset and the lease liabilities amount to $680,980 and$799,090 respectively (2021 - $1,107,131 and $Nil). |
A balance due to the controlling shareholder and CEO of the Company amounted to $254,097 (2021 - $144,506) is includedin accounts payable and accrued liabilities. |
The key management personnel of the Company, in accordance with IAS 24 Related Party Disclosures, are the membersof the Board of Directors and certain officers. Total compensation to key management consisted of the following: |
| | 2022 | 2021 |
| | $ | $ |
Salaries – key management | | 1,204,306 | 3,049,501 |
Pension contributions | | 22,479 | 59,377 |
Fees – Board of Directors | | 157,900 | 187,600 |
Share-based compensation – officers | | 2,017,348 | 6,182,573 |
Share-based compensation – Board of Directors | | 2,293,167 | 2,338,650 |
Other benefits – key management | | 244,621 | 237,903 |
Total compensation | | 5,939,821 | 12,055,604 |
28. Financial instruments |
As part of its operations, the Company carries a number of financial instruments. It is management's opinion that theCompany is not exposed to significant interest, currency or credit risks arising from these financial instruments except asotherwise disclosed. The Company's overall risk management program focuses on the unpredictability of the financialmarket and seeks to minimize potential adverse effects on the Company's financial performance. The Company does notuse derivative financial instruments to hedge these risks. |
Foreign currency risk |
The Company enters into transactions denominated in US dollars for which the related revenues, expenses, accountsreceivable and accounts payable and accrued liabilities balances are subject to exchange rate fluctuations. |
As at December 31, the Company's exposure to foreign exchange risk for amounts denominated in US dollars is as follows: |
| | 2022 | 2021 |
| | $ | $ |
Cash | | 2,871,062 | 1,714,670 |
Accounts receivable | | 13,537,912 | 14,465,011 |
Accounts payable and accrued liabilities | | (1,713,717) | (1,023,999) |
Total | | 14,695,257 | 15,155,682 |
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because ofchanges in foreign exchange rates. |
| 42 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
Sensitivity analysis |
At December 31, 2022, if the US Dollar changes by 10% against the Canadian dollar with all other variables held constant,the impact on pre-tax gain or loss and equity for the year ended December 31, 2022 would have been $1,470,000(December 31, 2021 - $1,516,000). |
Credit concentration |
During the year ended December 31, 2022, two customers accounted for 52% (December 31, 2021 – four customers for79%) of revenues from operations. |
| | 2022 | 2021 |
| | % of total | % of total |
| | | | Revenues | revenues | | | Revenues | revenues |
| | | | | | $ | % | | | | | $ | % |
Customer 1 | | | | 5,598,653 | | | | 29 | 7,308,191 | | | | 24 |
Customer 2 | | | | 4,314,225 | | | | 23 | 7,019,953 | | | | 23 |
Customer 3 | — | | | | | | | — | 6,417,373 | | | | 21 |
Customer 4 | — | | | | | | | — | 3,551,900 | | | | 11 |
Total | | | | 9,912,878 | | | | 52 | 24,297,417 | | | | 79 |
Three customers accounted for 56%, 16% and 11%, respectively (December 31, 2021 – one customer for 73%) of tradeaccounts receivable with amounts owing to the Company of $18,894,727 (2021 - $12,063,636), representing the Company'smajor credit risk exposure. Credit concentration is determined based on customers representing 10% or more of totalrevenues and/or total accounts receivable. |
Credit risk |
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing todischarge an obligation. The maximum credit risk to which the Company is exposed as at December 31, 2022 representsthe carrying amount of cash and cash equivalents, accounts receivable (except sales tax receivable), costs and profits inexcess of billings on uncompleted contracts, deposits and royalties receivable. |
Cash and cash equivalents, which only comprise guaranteed investment certificates redeemable on relatively short noticeby the Company, are held with major reputable financial institutions. |
Management has established a credit policy under which each new customer is analysed individually for creditworthinessbefore the Company’s payment and delivery terms and conditions are offered. The Company’s review could includereviewing external ratings, if they are available, financial statements, credit agency information, industry information and insome cases bank references. The Company’s exposure to credit risk is mainly influenced by the individual characteristicsof each customer. In monitoring customer credit risk, customers are identified according to their characteristics such as theirgeographic location, industry, trading history with the Company and existence of previous financial difficulties. |
The Company does not generally require collateral or other security from customers on accounts receivable, however, thecontract terms may include the possibility of recourse in the event of late payment. The Company believes that there is nounusual exposure associated with the collection of these receivables. |
The credit risk associated with costs and profits in excess of billings on uncompleted contracts is similar to that of accountsreceivable, as these amounts are accumulated and converted to accounts receivable as invoicing milestones are reached. |
The royalties receivable are due from a company in which the Company has a strategic investments. The Company doesnot have collateral or other security associated with the collection of this receivable. The carrying amount of the royaltiesreceivable have been discounted to reflect the time value of money and credit risk of the counterparty. |
The deposits are payments made to suppliers and entities from which the Company leases property. The Company doesnot have collateral or other security associated with the collection of these deposits. As at December 31, 2022 and 2021, |
| 43 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
no loss allowance has been recognized in connection with these deposits and the maximum exposure is the carrying amountof these deposits. |
During the years 2022 and 2021, provisions for expected credit losses were recorded, however, no amounts of financialassets have been written off. The accounts provisioned by the loss are still subject to enforcement activity in order to collectthe balances due. |
Interest rate risk |
Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in interest rates.Changes in market interest rates may have an effect on the cash flows associated with some financial assets and liabilities,known as cash flow risk, and on the fair value of other financial assets or liabilities, known as price risk, and on the fair valueof investments or liabilities, known as price risks. The Company is exposed to a risk of fair value on term loans as thosefinancial instruments bear interest at fixed rates and to cash flow risk from the variable interest rate of the bank indebtedness. |
Price risk |
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes inmarket price (other than those arising from foreign currency risk and interest risk), whether those changes are caused byfactors specific to the individual financial instrument or its issuers or factors affecting all similar financial instruments tradedin the market. The most significant exposure to the price risk for the Company arises from its investments in shares andwarrants of public companies quoted on the TSX Venture Exchange. If equity prices had increased or decreased by 25%as at December 31, 2022, with all other variables held constant, the Company’s investments would have increased ordecreased respectively, by approximately $1,841,484 (December 31, 2021 - $4,042,000). |
Liquidity risk |
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilitiesthat are settled by delivery of cash or another financial asset. The Company manages its liquidity risk by forecasting cashflows from operations and anticipating any investing and financing activities. |
The following table summarizes the contractual amounts payable and maturities of financial liabilities and other liabilities asat December 31, 2022: |
| Total |
| | Carrying | contractual | Less than |
| | value | amount | one year | 2-3 years | 4-5 years | Over 5 years |
| | $ | $ | | | $ | $ | $ | | $ |
Bank indebtedness | | 991,902 | 991,902 | | | 991,902 | | | | | — | — | | | — |
Accounts payable and accruedliabilities 1 |
| | 9,620,591 | 9,620,591 | 9,620,591 | | | | | — | — | | | — |
Term loans | | 389,987 | 520,444 | | | | | | | | | | 59,917 | 190,587 | 180,000 | | 89,940 |
Balance due on businesscombination |
| | 3,907,775 | 4,137,820 | 2,177,800 | 1,960,020 | | — | | | — |
Lease liabilities | | 5,533,694 | 6,745,329 | 2,984,243 | 1,165,281 | 703,816 | 1,891,989 |
| | 20,443,949 | 22,016,086 | 15,834,453 | 3,315,888 | 883,816 | 1,981,929 |
1 Accounts payable and accrued liabilities exclude amounts which are not financial liabilities. |
| 44 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
The following table summarizes the contractual amounts payable and maturities of financial liabilities and other liabilities asat December 31, 2021: |
| Total |
| | Carrying | contractual | Less than |
| | value | amount | one year | 2-3 years | 4-5 years | Over 5 years |
| | $ | $ | | | $ | $ | $ | | $ |
Accounts payable and accruedliabilities1 |
| | 9,586,423 | 9,586,423 | 9,586,423 | | | | | — | — | | | — |
Term loans | | 190,905 | 263,232 | | | | | | | | | | 85,731 | 67,561 | 62,823 | | 47,117 |
Balance due on businesscombination |
| | 3,952,203 | 4,355,600 | 2,395,580 | 1,960,020 | | — | | | — |
Lease liabilities | | 5,323,965 | 6,614,192 | 3,220,750 | 710,493 | 561,628 | 2,121,321 |
| | 19,053,496 | 20,819,447 | 15,288,484 | 2,738,074 | 624,451 | 2,168,438 |
1 Accounts payable and accrued liabilities exclude amounts which are not financial liabilities. |
The Company's Canadian subsidiary benefits from a line of credit of $500,000, and the Italian subsidiary benefits from a400,000 Euros ($576,000) line of credit. At December 31, 2022, $498,200 was drawn on the Canadian facility and 341,473Euros ($493,702) was drawn on the Italian facility. The credit facilities both bear interest at variable rates which is the bank’sprime rate plus 1%, therefore, 7.45% for the Canadian facility and 8% for the Italian facility. There are no imposed financialcovenants on the credit facilities. |
Fair value of financial instruments |
The fair value represents the amount that would be received for the sale of an asset or paid for the transfer of a liability inan orderly transaction between market participants at the measurement date. The fair value estimates are calculated at aspecific date taking into consideration assumptions regarding the amounts, the timing of estimated future cash flows anddiscount rates. Accordingly, due to its approximate and subjective nature, the fair value must not be interpreted as beingrealizable in an immediate settlement of the financial instruments. |
There are three levels of fair value that reflect the significance of inputs used in determining fair values of financialinstruments: |
Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. |
Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly(i.e. as prices) or indirectly (i.e. derived from prices). |
Level 3 — inputs for the asset or liability that are not based on observable market data. |
The fair values of cash and cash equivalents, trade accounts receivable, other receivables, deposits, bank indebtedness,accounts payable and accrued liabilities approximate their carrying amounts due to their short-term maturities. |
Investments in BGF and HPQ shares are valued at quoted market prices and are classified as Level 1. |
Royalties receivable are discounted according to their corresponding agreements and are classified as Level 2. |
Investments in HPQ warrants are valued using the Black-Scholes pricing model and are classified as Level 3 (note 11). |
The fair value of the term loans and the balance due on business combination as at December 31, 2022 is determined usingthe discounted future cash flows method and management's estimates for market interest rates for similar issuances.Accordingly, as a result, their fair market values correspond to their carrying amount. The term loans are classified as level2 and the balance due on business combination as Level 3. |
| 45 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
29. | | Contingent liabilities |
The Company is currently a party to various legal proceedings. If management believes that a loss arising from theseproceedings is probable and can reasonably be estimated, that amount of the loss is recorded. As additional informationbecomes available, any potential liability related to these proceedings is assessed and the estimates are revised, ifnecessary. Based on currently available information, management believes that the ultimate outcome of these proceedings,individually and in aggregate, will not have a material adverse effect on the Company’s financial position or overall trendsin results of operations. |
The Company had received a government grant in prior years of approximately $800,000 to assist with the development ofa new system of advanced waste treatment systems technology. The grant is potentially repayable at the rate of 3% of anyconsideration received as a result of the project, for which funding has been received, to a maximum of the actual grantreceived. This repayment provision will remain in effect until May 30, 2024. The Company abandoned the project in 2011and accordingly, no amount is expected to be repaid. |
30. | | Capital management |
The Company’s objectives in managing capital are: |
a) | | To ensure sufficient liquidity to support its current operations and execute its business plan; and |
b) | | To provide adequate return to the shareholders |
The Company’s primary objectives when managing capital is to ensure the Company continues as a going concern as wellas to maintain optimal returns to shareholders and benefits for other stakeholders. |
The Company currently funds these requirements from cash flows from operations and with financing arrangements withthird parties and shareholders. |
The Company is not subject to any externally imposed capital requirements. The Company monitors its working capital inorder to meet its financial obligations. As at December 31, 2022, the Company’s working capital was $1,650,709 (2021 -$14,006,785). |
The management of capital includes shareholders’ equity for a total amount of $16,868,927 (2021 - $40,768,754) and termloans of $389,987 (2021 - $190,905), as well as cash and cash equivalents amounting to $3,445,649 (2021 - $12,202,513). |
There were no significant changes in the Company’s approach during the current and preceding fiscal year, however, Inorder to maintain or adjust capital structure, the Company may issue new shares, sell portions of its strategic investmentand periodically purchase its own shares on the open market. |
31. | | Income taxes |
a) Income tax expenses is comprised of the following: |
| | | 2022 | 2021 |
| | | $ | $ |
Current taxCurrent year |
| | | 118,378 | (155,714) |
Deferred taxOrigination and reversal of temporary differences |
| | | (6,219,309) | (5,095,595) |
Change in unrecognized deductible temporary differences | | | 6,176,915 | 4,511,349 |
| | | (42,394) | (584,246) |
Income tax expense (recovery) | | | 75,984 | (739,960) |
| 46 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
b) Reconciliation of effective tax rate |
| | 2022 | 2021 |
| | $ | $ |
Loss before income taxes | | (32,091,043) | (39,171,899) |
Income tax rates | | 26.5% | 26.5% |
Income tax recovery at the combined basic Federal and Provincial tax rates | | (8,504,126) | (10,380,553) |
Permanent differences | | 2,165,385 | 5,079,805 |
Tax rate changes | | | | (826) | 8,334 |
Prior year adjustment | | 115,118 | 60,533 |
Change in unrecognized deductible temporary differences | | 6,176,915 | 4,511,349 |
Other | | 123,518 | (19,428) |
Income tax expense (recovery) | | 75,984 | (739,960) |
The applicable statutory tax rates are 26.5% in 2022 and 26.5% in 2021. The Company's applicable tax rate is the Canadiancombined rates applicable in the jurisdiction in which the Company operates. |
c) Deferred tax assets and liabilities |
Recognized deferred tax assets and liabilities: |
As at December 31, 2022 and 2021, recognized deferred tax assets and liabilities are attributable to the following: |
| | | | | Assets | Liabilities | Net |
| | | | | | | 2022 | 2021 | | | | | 2022 | | 2021 | 2022 | 2021 |
| | | | | $ | $ | | | | | $ | | $ | $ | $ |
Non-capital lossescarried forward |
| | | | | | | 772,343 | | 1,705,073 | — | — | | 772,343 | 1,705,073 |
Strategic investments | | | | | — | — | | | | | — | | (656,507) | | — | (656,507) |
Royalties receivable | | | | | — | — | | | | | | | | | | (373,063) | (333,543) | (373,063) | (333,543) |
Property and equipment | | | | | — | — | | | | | | | | | | (155,833) | (147,127) | (155,833) | (147,127) |
Intangibles—— | | | | | | | | | | (243,447) | (468,167) | (243,447) | (468,167) |
Deferred income | | | | | — | — | | | | | — | | (21,000) | | — | (21,000) |
Right-of-use assets net of liabilities | | | | | — | — | | | | | — | | (121,123) | | — | (121,123) |
Tax assets (liabilities) | | | | | | | 772,343 | | 1,705,073 | | (772,343) | (1,747,467) | | — | (42,394) |
Set off of tax | | | | | | | (772,343) | | (1,705,073) | 772,343 | | 1,705,073 | | — | | — |
Net tax assets (liabilities) | | | | | — | — | | | | | — | | (42,394) | | — | (42,394) |
| 47 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
| | December 31, 2022 | December 31, 2021 |
| | Federal | | Provincial | Federal | | Provincial |
| | $ | | | | $ | $ | | $ |
Other deductible temporary differences,Without time limitation: |
Right-of-use assets net of liabilities | | 687,896 | | | | 687,896 | — | — |
Strategic investments | | 3,068,378 | | 3,068,378 | | | — | — |
Financing costs | | 677,789 | | | | 677,789 | 1,100,504 | | 1,100,504 |
Intangible assets | | 3,460,822 | | 3,194,890 | 3,712,181 | | 3,431,133 |
Capital losses | — | | | | | | | | — | 464,768 | | | | | | | 464,768 |
| | 7,894,885 | | 7,628,953 | 5,277,453 | | 4,996,405 |
Deferred tax assets and investment tax credits have not been recognized in respect to these items because it is uncertainthat future taxable profit will be available against which the Company can utilise the benefits therefrom. The generation offuture taxable profit depends on the successful commercialisation of the Company’s products and technologies. |
32. | | | | | | | | | | | Segment information |
The Company operates in one segment, based on financial information that is available and evaluated by the Company’sBoard of Directors. The Company’s head office is located in Montreal, Quebec. The operations of the Company are locatedin three geographic areas: Canada, Italy and India. |
The following is a summary of the Company’s total revenues by geography: |
| | | 2022 | | 2021 |
| | | $ | | $ |
Brazil | | | 162,797 | | 1,475,608 |
Canada | | | 11,933,904 | | 7,383,884 |
England— | 634 |
Germany | | | 11,606 | | | | | 3,867 |
India | | | 91,699 | | | | | | | 698,837 |
Israel | | | 27,360 | | | | | | | 126,246 |
Italy | | | 1,309,478 | | 2,514,665 |
Mexico | | | 371,668 | | | | | | | 920,818 |
Netherlands | | | 112,634 | | | | | — |
Poland | | | 47,591 | | | | | | | 60,406 |
Saudi Arabia | | | 1,511,142 | | 7,019,953 |
South Africa | | | 29,997 | | | | | — |
Spain | | | 22,049 | | | | | 1,178 |
United States of America | | | 2,661,071 | | 10,567,741 |
Vietnam | | | 720,507 | | | | | | | 294,513 |
| | | 19,013,503 | | 31,068,350 |
Revenue by product line and revenues recognized by revenue recognition method are presented in note 7. |
| 50 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2022 and 2021(In Canadian dollars) |
The following is a summary of selected asset categories by geographic market, at December 31: |
| | 2022 | 2021 |
| | | | $ | $ | | | $ | $ | $ | | | | $ |
| | | | Canada | India | Total | | | | | Canada | India | | | | Total |
Property and equipment | | | | 3,372,356 | 21,096 | 3,393,452 | | | | | 3,685,974 | 26,963 | | | | 3,712,937 |
Right-of-use assets | | | | 4,818,744 | | | | — | 4,818,744 | | | | | 5,765,993 | | | — | 5,765,993 |
Intangible assets | | | | 2,104,848 | | | | — | 2,104,848 | | | | | 2,774,198 | | | — | 2,774,198 |
Goodwill | | | | 2,660,607 | | | | — | 2,660,607 | | | | | 2,660,607 | | | — | 2,660,607 |
| | | | 12,956,555 | 21,096 | 12,977,651 | | | | | 14,886,772 | 26,963 | | | | 14,913,735 |
In 2022 and 2021, none of the selected asset categories above were located in Italy. |
33. | | | | | | | | | | Subsequent event |
On March 8, 2023, the Company announced it had completed a non-brokered private placement consisting of the issuanceand sale of 5,000,000 units of the Company at a price of $1.00 per unit, for gross proceeds of $5,000,000. Each unit consistsof one common share of the Company and one common share purchase warrant. Each warrant entitles the holder thereofto purchase one common share at a price of $1.25 until March 7, 2025. The entire amount is allocated to the commonshares as the fair value of the common shares on March 8, 2023 was $1.38. |
| 51 |