PyroGenesis Canada Inc.Condensed Consolidated Interim Statements of Financial Position |
(Unaudited) |
| March 31, December 31, |
| | | 2021 |
| | | $ |
AssetsCurrent assetsCash and cash equivalents |
| 6 | 6,612,624 | | | 12,202,513 |
Accounts receivable | 7 | 17,177,027 | | | 17,639,616 |
Costs and profits in excess of billings on uncompleted contracts | 8 | 5,863,935 | | | 4,922,710 |
Inventory | 17 | 1,273,161 | | 887,590 |
Investment tax credits receivable | 9 | 210,628 | | 256,513 |
Income taxes receivable | | 37,305 | | 117,029 |
Current portion of deposits | 11 | 2,402,331 | | | 1,328,452 |
Current portion of royalties receivable | | 320,279 | | 311,111 |
Contract assets | | 334,660 | | 375,789 |
Prepaid expenses | | 2,897,821 | | 717,661 |
Total current assets | | 37,129,770 | | | 38,758,984 |
Non-current assetsDeposits |
| 11 | 236,297 | | 248,756 |
Strategic investments | 10 | 14,681,413 | | | 14,901,659 |
Property and equipment | | 3,619,631 | | | 3,712,937 |
Right-of-use assets | | 5,599,769 | | | 5,765,993 |
Royalties receivable | | 939,739 | | 947,543 |
Intangible assets | | 2,580,127 | | | 2,774,198 |
Goodwill | | 2,660,607 | | | 2,660,607 |
Total assets | | 67,447,353 | | | 69,770,677 |
LiabilitiesCurrent liabilitiesBank indebtedness |
| | 943,475 | | – |
Accounts payable and accrued liabilities | 12 | 9,378,832 | | | 10,069,177 |
Billings in excess of costs and profits on uncompleted contracts | 13 | 9,076,618 | | | 9,400,231 |
Current portion of term loans | 14 | 83,233 | | 83,004 |
Current portion of lease liabilities | 14 | 2,937,013 | | | 2,934,236 |
Balance due on business combination | | 2,292,262 | | | 2,242,503 |
Income taxes payable | | 71,963 | | 23,048 |
Total current liabilities | | 24,783,396 | | | 24,752,199 |
Non-current liabilitiesLease liabilities |
| | 2,339,792 | | | 2,389,729 |
Term loans | 14 | 211,986 | | 107,901 |
Balance due on business combination | | 1,742,914 | | | 1,709,700 |
Deferred income taxes | | – | | 42,394 |
Total liabilities | | 29,078,088 | | | 29,001,923 |
15 |
Common shares and warrants | | 82,104,086 | | | 82,104,086 |
Contributed surplus | | 21,548,685 | | | 19,879,055 |
Accumulated other comprehensive income | | 41,100 | | 3,444 |
Deficit | | (65,324,606) | | | (61,217,831) |
Total shareholders’ equity | | 38,369,265 | | | 40,768,754 |
Total liabilities and shareholders’ equity | | 67,447,353 | | | 69,770,677 |
Contingent liabilities [notes 22]. |
| | | | | | Page 1 |
PyroGenesis Canada Inc.Condensed Consolidated Interim Statements of Comprehensive Income (Loss) |
(Unaudited) |
| Three months ended March 31, |
| | 2022 | 2021 |
| | | $ | $ |
Revenues | | 5 | 4,206,762 | | | | 6,264,503 |
Cost of sales and services | | 17 | 3,155,039 | | | | 4,121,493 |
Gross profit | 1,051,723 | | | | 2,143,010 |
ExpensesSelling, general and administrative |
| | 17 | 5,612,368 | | | | 3,725,435 |
Research and development, net | 482,432 | | | 286,307 |
| 6,094,800 | | | | 4,011,742 |
Net loss from operations | (5,043,077) | | | | (1,868,732) |
Changes in fair value of strategic investments | | 10 | 1,176,755 | | | | 5,634,722 |
Finance costs, net | | 18 | (183,900) | | | (53,087) |
Net earnings (loss) before income taxes | (4,050,222) | | | | 3,712,903 |
Income taxes | | | 56,553 | – |
Net earnings (loss) | (4,106,775) | | | | 3,712,903 |
Other comprehensive income (loss) |
Items that will be reclassified subsequently to profit of loss |
| | | | | | Foreign currency translation gain on investments in foreignoperations |
| | | 37,656 | – |
Comprehensive income (loss) | (4,069,119) | | | | 3,712,903 |
Earnings (loss) per shareBasic |
| | | (0.02) | 0.02 |
Diluted | | | (0.02) | 0.02 |
The accompanying notes form an integral part of the condensed consolidated interim financial statements. |
| | | | | | | Page 2 |
PyroGenesis Canada Inc.Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity |
(Unaudited) |
| Accumulated |
| | Number of | Common | other |
| | common | shares and | | Contributed | comprehensive |
| | | | | | shares | warrants | | Surplus | income | | | | | | Deficit | Total |
| | | | | | | | | $ | $ | $ | | | $ | $ |
Balance - December 31, 2021 | | 170,125,795 | 82,104,086 | | 3,444 | | | | | | | | | | (61,217,831) | 40,768,754 |
Share-based payments | | | | | | 15 | – | – | | – | | | | | | – | | | | | 1,669,630 |
Other comprehensive income for the year | | – | – | | – | 37,655 | | | | | | – | 37,655 |
Net loss and comprehensive loss | | – | – | | – | | | | | | | | | | (4,106,775) | (4,106,775) |
Balance – March 31, 2022 | | 170,125,795 | 82,104,086 | | 41,099 | | | | | | | | | | (65,324,606) | 38,369,265 |
Balance - December 31, 2020 | | 159,145,993 | 67,950,069 | | – | | | | | | | | | | (19,007,273) | 59,423,106 |
Shares issued upon exercise of stock options 15 | | 11,000 | 10,315 | | (3,935) | – | | | | | | – | 6,380 |
Shares issued upon exercise of warrants and compensation options |
| | | | | | 15 | 5,344,549 | 8,057,581 | | – | | | | | | – | | | | | 8,057,581 |
Share-based payments | | | | | | – | – | | 922,340 | – | | | | | | – | 922,340 |
Net earnings and comprehensive income | | – | – | | – | | | | | | 3,712,903 | | | | | 3,712,903 |
Balance – March 31, 2021 | | 164,501,542 | 76,017,965 | | – | | | | | | | | | | (15,294,370) | 72,122,310 |
The accompanying notes form an integral part of the condensed consolidated interim financial statements. |
| | | Page 3 |
PyroGenesis Canada Inc.Condensed Consolidated Interim Statements of Cash Flows |
(Unaudited) |
| Three months ended March 31, |
| | | 2021 |
| | | $ |
Cash flows provided by (used in)Operating activitiesNet earnings (loss) |
| | | | | 3,712,903 |
Adjustments for:Share-based payments |
| | | | | 922,340 |
Depreciation of property and equipment | | | 76,317 |
Depreciation of right-of-use assets | | | 101,794 |
Amortization and write-off of intangible assets | | | 6,780 |
Amortization of contract assets | | | 134,863 |
Finance costs | | | 53,087 |
Change in fair value of investments | | | | | (5,634,722) |
Income taxes | | | – |
Unrealized foreign exchange | | | – |
| | | | | (626,638) |
Net change in balances related to operations | 16 | | | | (6,008,484) |
| | | | | (6,635,122) |
Investing activitiesAdditions to property and equipment |
| | | (549,576) |
Additions to intangible assets | | | (75,668) |
Purchase of strategic investments | | | – | | | (3,392,184) |
Disposal of strategic investments | 10 | | | | 10,866,302 |
| | | | | 6,848,874 |
Financing activitiesIncrease in bank indebtedness |
| | | – |
Interest paid | | | (50,209) |
Repayment of term loans | | | (2,973) |
Repayment of lease liabilities | | | (55,086) |
Proceeds from issuance of other term loans | | | – |
Proceeds from issuance of shares upon exercise of warrants | | | – | | | 8,057,581 |
Proceeds from issuance of shares upon exercise of stock options | | | 6,380 |
| | | 898,339 | | | 7,955,693 |
Effect of exchange rate changes on cash denominated in foreign currencies | | | – |
Net increase (decrease) in cash and cash equivalents | | | | | 8,169,445 |
Cash and cash equivalents - beginning of period | | 12,202,513 | | | | 18,104,899 |
Cash and cash equivalents - end of period | | | | | 26,274,344 |
Supplemental cash flow disclosureNon-cash transactions:Purchase of intangible assets included in accounts payable |
| | | 53,576 |
Purchase of property and equipment included in accounts payable | | | 177,193 |
Accretion of balance purchase price payable | | | – |
Accretion interest on royalties receivable | | | – |
Accretion on term loan | | | – |
The accompanying notes form an integral part of the condensed consolidated interim financial statements |
| | | | | | | Page 4 |
PyroGenesis Canada Inc.Notes to the Condensed Consolidated Interim Financial Statements |
For the periods ended March 31, 2022 and 2021(Unaudited) |
1. Nature of operations |
PyroGenesis Canada Inc. and its subsidiaries (collectively, the “Company”), incorporated under the laws of theCanada 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 plasmaprocesses and sustainable solutions to reduce greenhouse gases. The Company is domiciled at 1744 WilliamStreet, Suite 200, Montreal, Quebec. The Company is publicly traded on the TSX Exchange under the Symbol“PYR” on NASDAQ in the USA under the symbol "PYR" and on the Frankfurt Stock Exchange (FSX) under thesymbol “8PY “. |
2. Basis of preparation |
(a) Statement of compliance |
These financial statements have been prepared in accordance with International Financial Reporting Standards(“IFRS”) as issued by the International Accounting Standards Board ("IASB").These condensed consolidated interim financial statements do not include all of the necessary informationrequired for full annual financial statements in accordance with IFRS and should be read in conjunction withthe Company’s audited financial statements for the year ended December 31, 2020. |
These financial statements were approved and authorized for issuance by the Board of Directors on May 16, 2022. |
(b) Functional and presentation currency |
These consolidated financial statements are presented in Canadian dollars, which is the Company’s functionalcurrency. |
(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) stock-based payment arrangements, which are measured at fair value on the grant date pursuant to IFRS 2, |
| 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 Companycontrols an entity when it has power over the investee; it is exposed to, or has rights to, variable returns from itsinvolvement with the entity; 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 todetermine whether or not the Company has control of the entity. The Company is deemed to have control when,according to the terms of the shareholder’s and/or other agreements, it makes most of the decisions affectingrelevant activities. |
These consolidated financial statements include the accounts of the Company and its subsidiaries, DrosriteInternational LLC and Pyro Green-Gas Inc. and its subsidiaries. Drosrite International LLC is owned by a member ofthe Company’s key management personnel and close member of the Chief Executive Officer ("CEO") andcontrolling shareholder’s family and is deemed to be controlled by the Company. Pyro Green-Gas (formerlyAirScience Technologies Inc. until the renaming on September 14, 2021) was acquired by the Company onAugust 11, 2021 (see note 5). All transactions and balances between the Company and its subsidiaries have beeneliminated upon consolidation. |
The accounting policies set out below have been applied consistently in the preparation of the financial statementsof all years presented. Finance costs and changes in fair value of strategic investments are excluded from the lossfrom operations in the consolidated statement of comprehensive income (loss). |
| | Page 5 |
PyroGenesis Canada Inc.Notes to the Condensed Consolidated Interim Financial Statements |
For the periods ended March 31, 2022 and 2021(Unaudited) |
3. Significant accounting judgments, estimates and assumptions |
The significant judgments, estimates and assumptions applied by the Company’s in these condensed consolidatedinterim financial statements are the same as those applied by the Company in its audited annual financial statementsas at and for the year ended December 31, 2021. |
4. Business combination in fiscal 2021 |
On August 11, 2021, the Company completed the acquisition of Pyro Green-Gas Inc. and its subsidiaries (formerlyAirScience Technologies Inc. prior to its renaming on September 14, 2021), a Montreal-based company whichoffers technologies, equipment, and expertise in the area of biogas upgrading, as well as air pollution controls, for amaximum purchase price consideration of $4.4 million in cash, subject to customary post-closing adjustments. Inaddition, the Company settled a pre-existing loan receivable from Pyro Green-Gas Inc. of approximately $1.7 million.The transaction was executed essentially through a purchase of the entirety of the common class “A” shares ofPyro Green-Gas Inc. This acquisition enables the Company to springboard into the renewable natural gas marketand provides an advantage compared to building its own operations. In addition, the Company will now have apresence in Italy and India, and the acquisition will provide potential synergies with the Company’s land-basedwaste destruction offerings. The purchase price will be paid upon the achievement of various contract andbusiness-related milestones by Pyro Green-Gas Inc. The Company’s assessment is that these milestones will berealized at various moments during the next 30 months. The contingent consideration was estimated using adiscount rate of 8%. |
The acquisition was accounted for using the purchase method and the final allocation of the purchase priceis as follows: |
| $ |
Total consideration |
Consideration 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 |
| | | December 31, 2021 |
| Final |
| $ |
Net assets acquiredCurrent assets |
| | | | 1 |
| | 5,186,086 |
ROU asset | | 477,608 |
Property and equipment | | 42,552 |
Intangible assets and Goodwill | | | | | 2 | 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 $3.3 million, including an allowance for doubtful accounts of $0.5 million.2 The goodwill of $2.7 million 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. |
The maximum purchase price consideration of $4,355,600 was discounted to $3,842,000, at August 11, 2021 andan accretion expense of $82,973 was recognized in Net finance costs in the Consolidated Statement ofComprehensive Income for the three-month period ended March 31, 2022. |
| | | | | | Page 6 |
PyroGenesis Canada Inc.Notes to the Condensed Consolidated Interim Financial Statements |
For the periods ended March 31, 2022 and 2021(Unaudited) |
5. Revenues |
The following is a summary of the Company’s revenues by product line: |
| March 31, | March 31, |
| 2022 | 2021 |
| | | $ | $ |
Revenue from contracts with customers by product line: |
PUREVAP™ | 441,605 | 625,086 |
DROSRITE™ | 900,079 | 2,740,725 |
Development and support related to systems supplied to the U.S. Navy | 745,260 | 2,586,021 |
Torch related sales | 1,041,709 | 195,221 |
Biogas upgrading and pollution controls | 990,045 | – |
Other sales and services | 88,064 | 117,450 |
| 4,206,762 | 6,264,503 |
The following is a summary of the Company’s revenues by revenue recognition method: |
| March 31, | March 31, |
| 2022 | 2021 |
| | | $ | $ |
Revenue from contracts with customers: |
Sales of goods under long-term contracts recognized over time | 3,681,601 | 6,049,885 |
Sales of goods at a point of time | 525,161 | 214,618 |
Other revenue: |
Sale of intellectual properties (i) | – | – |
| 4,206,762 | 6,264,503 |
See note 24 for sales by geographic area. |
Transaction price allocated to remaining performance obligations |
As at March 31, 2022, revenue expected to be recognized in the future related to performance obligations thatare unsatisfied (or partially satisfied) at the reporting date is $41,189,745 (2021 - $43,458,148). Revenue will berecognized as the Company satisfies its performance obligations under long-term contracts, which is expected tooccur over the next 3 years. |
6. Cash and cash equivalents |
As at March 31, 2022, there are no restrictions on cash and cash equivalents. Cash andcash equivalents include the following components: |
| March 31, | December 31, |
| 2022 | 2021 |
| | | $ | $ |
Cash | 3,612,624 | 3,568,561 |
Guaranteed investment certificates | 3,000,000 | 8,633,952 |
Cash and cash equivalents | 6,612,624 | 12,202,513 |
Guaranteed investment certificates are instruments issued by Canadian financial institutions and include$3,000,000 bearing interest at a rate of 0.37%, These instruments are redeemable without penalty andmature between September 2022 and December 2022. |
| | | | | Page 7 |
PyroGenesis Canada Inc.Notes to the Condensed Consolidated Interim Financial Statements |
For the periods ended March 31, 2022 and 2021(Unaudited) |
7. Accounts receivable |
Details of accounts receivable were as follows: |
| March 31, | December 31, |
| 2022 | | 2021 |
| | | | $ | $ |
1 – 30 days | 1,158,260 | 2,260,428 |
31 – 60 days | 91,980 | | 44,838 |
61 – 90 days | 74,077 | 6,855,822 |
Greater than 90 days | 14,368,690 | 7,357,825 |
Total trade accounts receivable | 15,693,007 | 16,518,913 |
Other receivables | 286,022 | 270,536 |
Sales tax receivable | 1,197,997 | 850,167 |
| 17,177,027 | 17,639,616 |
As at March 31, 2022 the allowance for expected credit loss is $520,000 (2021 - $520,000), which was includedthrough the business combination and has not changed throughout the three-month period. |
8. Costs and profits in excess of billings on uncompleted contracts |
As at March 31, 2022, the Company had seventeen contracts with total billings of $17,716,248 which were lessthan total costs incurred and had recognized cumulative revenue of $23,580,183 since those projects began. Thiscompares with fourteen contracts with total billings of $16,676,700 which were less than total costs incurred and hadrecognized cumulative revenue of $21,599,410 as at December 31, 2021. |
Changes in costs and profits in excess of billings on uncompleted contracts during the year are explained by$104,689 (2021 - $983,819) recognized at the beginning of the year being transferred to accounts receivable, and$1,045,913.56 (2021 - $4,832,968) resulting from changes in the measure of progress. |
9. Investment tax credits |
An amount recognized in 2022 included $10,498 (2021 - $202,472) of investment tax credits earned inthe year, as well as $Nil (2021 - $706,000) of investment tax credits earned in prior years that no longermet the criteria for recognition in 2021. $1,829 (2021 - $148,695) of the investment tax credits recognizedin the year was recorded against cost of sales and services, $1,168 (2021 - ($684,709)) against researchand development expenses and $7,500 (2021 - $32,486) against selling general and administrativeexpenses. |
| | | | | Page 8 |
PyroGenesis Canada Inc.Notes to the Condensed Consolidated Interim Financial Statements |
For the periods ended March 31, 2022 and 2021(Unaudited) |
10. Strategic investments |
| March 31, | December 31, |
| 2022 | | 2021 |
| | | | $ | $ |
Beauce Gold Fields (“BGF”) shares – level 1 | 112,837 | 123,095 |
HPQ Silicon Resources Inc. (“HPQ”) shares - level 1 | 11,890,111 | 12,306,196 |
HPQ warrants – level 3 | 2,678,465 | 2,472,368 |
| 14,681,413 | 14,901,659 |
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 |
Disposed | | | | | – | | – | (3,887,000) | | | (1,397,001) | – | | – |
Change in the fair value | | | | | – | | | | (10,258) | – | | | | 980,916 | – | | 206,097 |
Balance, March 31, 2022 | | | | | 1,025,794 | | | | 112,837 | 22,865,600 | | | 11,890,111 | 9,594,600 | 2,678,465 |
At March 31, 2022 and December 31, 2021, the fair value of the HPQ warrants was measured using theBlack-Scholes option pricing model using the following assumptions: |
| | | | | | | | | | | March 31, 2022 | December 31, 2021 |
Number of warrants | | | | | 1,200,000 | | | | 4,394,600 | 4,000,000 | | | 1,200,000 | 4,394,600 | 4,000,000 |
Date of issuance | | | | | April 29, 2020 June 2, 2020 Sept. 3, 2020 April 29, 2020 | June 2, 2020 | Sept. 3, 2020 |
Exercise price ($) | | | | | 0.10 | | 0.10 | 0.61 | | 0.10 | 0.10 | | 0.61 |
Assumptions under the Back Sholes model: |
Fair value of the shares ($) | | | | | 0.52 | | 0.52 | 0.52 | | 0.46 | 0.46 | 0.46 |
Risk free interest rate (%) | | | | | 2.22 | | 2.22 | 2.22 | | 1.22 | 1.22 | 1.22 |
Expected volatility (%) | | | | | 77.75 | | 79.77 | 85.9 | | 89.88 | 94.01 | | 110.47 |
Expected dividend yield | | | | | – | | | | | – | | – | | – | – | | – |
Contractual remaining life (in months) | | | | | 13 | | 14 | 17 | | 16 | 17 | 20 |
As at March 31, 2022, a gain from initial recognition of the warrants of $430,155 ($510,573 at December 31, 2021)has been deferred off balance sheet until realized. |
| | | | | | | Page 9 |
PyroGenesis Canada Inc.Notes to the Condensed Consolidated Interim Financial Statements |
For the periods ended March 31, 2022 and 2021(Unaudited) |
11. Deposits |
| March 31, | December 31, |
| 2022 | | 2021 |
| | | | $ | $ |
Current portion:Suppliers |
| 2,310,090 | 1,236,211 |
Security deposit on leased premises | 92,241 | | 92,241 |
Total current | 2,402,331 | 1,328,452 |
Non-current portion:Suppliers |
| 1,908 | | 1,952 |
Security deposit on leased premises | 234,390 | 246,804 |
Total non-current | 236,297 | 248,756 |
Total Deposits | 2,638,628 | 1,577,208 |
12. Accounts payable and accrued liabilities |
| March 31, | December 31, |
| 2022 | | 2021 |
| | | | $ | $ |
Accounts payable | 6,060,701 | 5,457,259 |
Accrued liabilities | 2,474,990 | 3,730,048 |
Sale commissions payable | | | | | 1 | 737,364 | 737,364 |
Accounts payable to the controlling shareholder and CEO | 105,777 | 144,506 |
| 9,378,832 | 10,069,177 |
1 |
Sale commissions payable relate to the costs to obtain long-term contracts with clients. |
13. 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 inprogress amounted to $23,658,662 (2021 - $21,834,137). |
Payments to date received were $32,735,280 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$1,510,567 (2021 - $6,268,910) recognized at the beginning of the year being recognized as revenue, and anincrease of $1,186,953 (2021 - $9,076,169) resulting from cash received excluding amounts recognized asrevenue. |
| | | | | | Page 10 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial Statements |
For the periods ended March 31, 2022 and 2021 |
14. Term loans |
| Economic | Canada |
| | | Development Agency | Other Term | Other Term | Emergency Business |
| of Canada Loan | | | | | | 1 | Loans | | | | 2 | Loans | 3 | Account Loan | | | 4 | Total |
| | | | | | | $ | $ | $ | $ | | | | | | | | $ |
Balance, December 31, 2021 | 87,985 | | | 24,700 | 28,220 | 50,000 | | | | | | | | 190,905 |
Addition | 155,735 | | | – | – | – | | | | | | | | 155,735 |
Financing costs | (48,035) | | | – | – | – | | | | | | | | (48,035) |
Accretion | 4,781 | | | – | – | – | | | | | | | | 4,781 |
Payments | – | | | (3,186) | (4,980) | – | | | | | | | | (8,166) |
Balance, March 31, 2022 | 200,466 | | | 21,514 | 23,240 | 50,000 | | | | | | | | 295,219 |
Less current portion | – | | | (13,313) | (19,920) | (50,000) | | | | | | | | (83,233) |
Balance, March 31, 2022 | 200,466 | | | 8,200 | 3,320 | – | | | | | | | | 211,986 |
1 Maturing in 2027, non-interest bearing, payable in 60 equal instalments from July 2023 to June 2027. In January 2022 the Company |
received additional contributions of $155,735 which was discounted using the effective interest method using a rate of 8%. |
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 $20,510 at March 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. |
| | | | Page 11 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial Statements |
For the periods ended March 31, 2022 and 2021 |
15. Shareholders’ equity |
Common shares and warrants |
Authorized: |
The Company is authorized to issue an unlimited number of common shares without par value. |
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 |
| | | | (1) |
Exercised | | (3,482,000) | 0.32 |
Forfeited | | (125,000) | 4.41 |
Balance, December 31, 2021 | | 8,403,000 | 3.10 |
Granted | | 450,000 | 3.36 |
Exercised | | – | – |
Forfeited | | (10,000) | 4.41 |
Balance, March 31, 2022 | | 8,843,000 | 3.11 |
(1) |
The weighted fair market value of the share price for options exercised in 2021 was $5.48. |
| | | | | Page 12 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial Statements |
For the periods ended March 31, 2022 and 2021 |
15. Shareholders’ equity (continued) |
As at March 31, 2022, the outstanding options, as issued under the stock option plan to directors,officers, employees and consultants for the purchases of one common share per option, are asfollows: |
| Number of | Number of | Number of |
| stock | stock | stock | Exercise |
| options | options | options | price |
| | | | | December 31, 2021 | Granted | Exercised | Forfeitures | March 31, 2022 | vested | | | | | | (1) | per option | | | | | | Expiry date |
| | | | | | | | | | | $ |
November 3, 2017 | 2,400,000 | | | | | – | – | – | 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 | 40,000 | | | | | – | – | – | 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 | | | | | – | – | (10,000) | 2,233,000 | 1,343,000 | 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 |
January 3, 2022 | – | | | | | 450,000 | – | – | 450,000 | 450,000 | 3.36 | | | | | | January 3, 2027 |
| 8,403,000 | | | | | 450,000 | – | (10,000) | 8,843,000 | 7,283,000 | 3.11 |
(1) At March 31, 2022, the weighted average exercise price for options outstanding which are exercisable was $2.64. |
For the three-month period ended March 31, 2022, a stock-based compensation expense of$1,669,630 (2021 - $9,762,745) was recorded in Selling, general and administrative expenses in theCondensed Consolidated Statements of Comprehensive income (loss). |
At March 31, 2022, an amount of $2,027,944 ($2,719,354 at December 31, 2021) remains to beamortized until January 2027 related to the grant of stock options. |
| | | | | | | | Page 13 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial Statements |
For the periods ended March 31, 2022 and 2021 |
16. Supplemental disclosure of cash flow information |
| March 31, | March 31, |
| 2022 | 2021 |
| | | $ | $ |
Accounts receivable | 462,589 | (3,198,880) |
Costs and profits in excess of billings on uncompleted contracts | (941,225) | 508,729 |
Inventory | (385,571) | – |
Investment tax credits receivable | 45,885 | (26,650) |
Deposits | (1,061,420) | (1,382,100) |
Contract assets | – | (2,811,894) |
Prepaid expenses | (2,180,156) | – |
Accounts payable and accrued liabilities | (640,057) | 3,561,085 |
Billings in excess of costs and profits on uncompleted contracts | (323,610) | (2,658,774) |
| (5,023,565) | (6,008,484) |
17. Supplemental disclosure on comprehensive income statement |
| March 31, | March 31, |
| 2022 | 2021 |
| | | $ | $ |
Inventories recognized in cost of sales | 212,595 | – |
Amortization of intangible assets | 218,759 | 6,780 |
Depreciation of property and equipment | 142,990 | 76,317 |
Depreciation of ROU assets | 166,224 | 101,794 |
Employee benefits | 4,380,499 | 2,893,901 |
Share-based expenses | 1,669,630 | 922,340 |
Awarded grants | 39,434 | 59,179 |
| 6,830,131 | 4,060,311 |
| | | | | Page 14 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial Statements |
For the periods ended March 31, 2022 and 2021 |
18. Net finance costs |
| March 31, | March 31, |
| 2022 | 2021 |
| | | $ | $ |
Financial expenses |
Interest on term loans | | | 851 | 3,508 |
Interest on lease liabilities | 77,465 | 45,981 |
Interest accretion on balance due on business combination | 82,973 | – |
Penalties and other interest expenses | 23,975 | 3,598 |
| 185,264 | 53,087 |
Financial income |
Accretion interest on royalty receivable | (1,364) | – |
Net finance costs | 183,900 | 53,087 |
19. Earnings (loss) per share |
The following table provides a reconciliation between the number of basic and fully diluted shares outstandingfor the three-month periods ended March 31: |
| March 31, | March 31, |
| 2022 | 2021 |
| | | $ | $ |
Weighted daily average of Common shares | 170,125,795 | 161,221,511 |
Dilutive effect of stock options | – | 6,103,135 |
Dilutive effect of warrants | – | 2,310,829 |
Weighted average number of diluted shares | 170,125,795 | 169,635,475 |
Number of anti-dilutive stock options and warrants |
excluded from fully diluted earnings per share calculation | 8,843,000 | 2,445,000 |
20. Related party transactions |
During the three months ended March 31, 2022, the Company concluded the following transactions withrelated parties: |
In January 2020, the Company entered into a lease agreement for the rental of a property with a trustwhose beneficiary is the controlling shareholder and CEO of the Company. At March 31, 2022 thecarrying amount of the ROU asset and lease liabilities are $1,051,774 and $Nil ($1,107,131 and $Nil,respectively, at December 31, 2021) |
Rent and property taxes were charged by a trust whose beneficiary is the controlling shareholder andCEO of the Company in the amount of $69,054 and $67,945 for the three-month periods ended March31, 2022 and 2021, respectively. |
| | | | | Page 15 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial Statements |
For the periods ended March 31, 2022 and 2021 |
20. Related party transactions (continued) |
A balance due to the controlling shareholder and CEO of the Company amounted to $105,777 ($144,506 atDecember 31, 2021) and is included in accounts payable and accrued liabilities. |
The Key Management Personnel of the Company, in accordance with IAS 24, are the members of the Boardof Directors and certain officers. Total compensation to key management, for the three-month periodsconsisted of the following: |
| March 31, | March 31, |
| 2022 | 2021 |
| | | $ | $ |
Salaries – key management | 315,971 | 241,559 |
Pension contributions | 5,893 | 4,436 |
Fees – Board of Directors | 20,000 | 33,500 |
Share-based compensation – officers | 326,074 | 479,617 |
Share-based compensation – Board of Directors | 652,147 | 172,216 |
Other benefits – key management | 6,439 | 9,988 |
Total compensation | 1,326,524 | 941,316 |
21. Financial instruments |
As part of its operations, the Company carries a number of financial instruments. It is management's opinionthat the Company is not exposed to significant interest, currency or credit risks arising from these financialinstruments except as otherwise disclosed. The Company's overall risk management program focuses onthe unpredictability of the financial market and seeks to minimize potential adverse effects on the Company'sfinancial performance. The Company does not use 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,accounts receivable and accounts payable and accrued liabilities balances are subject to exchange ratefluctuations. |
As at March 31, 2022 and December 31, 2021 the Company's exposure to foreign exchange risk foramounts denominated in US dollars is as follows: |
| March 31, | December 31, |
| 2022 | 2021 |
| | | $ | $ |
Cash | 795,163 | 1,714,670 |
Accounts receivable | 14,605,695 | 14,465,011 |
Accounts payable and accrued liabilities | (2,518,815) | (1,023,999) |
Total | 12,882,043 | 15,155,682 |
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuatebecause of changes in foreign exchange rates. |
Sensitivity analysis |
At March 31, 2022, if the US Dollar changes by 10% against the Canadian dollar with all other variablesheld constant, the impact on pre-tax gain or loss and equity for the period ended March 31, 2022 wouldhave been $1,288,204 (December 31, 2021 - $1,516,000). |
| | | | | Page 16 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial Statements |
For the periods ended March 31, 2022 and 2021 |
21. Financial instruments (continued) |
Credit risk and credit concentration |
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failingto discharge an obligation. The maximum credit risk to which the Company is exposed as at March 31, 2022represents the carrying amount of cash and cash equivalents, accounts receivable (except sales tax receivable),deposits and royalties receivable. Cash and cash equivalents, which only comprise guaranteed investmentcertificates redeemable on relatively short notice by the Company, are held with major reputable financialinstitutions. The Company manages its credit risk by performing credit assessments of its customers. TheCompany does not generally require collateral or other security from customers on accounts receivable.The Company believes that there is no unusual exposure associated with the collection of these receivables.During the three-month period ended March 31, 2022, 3 customers accounted for 49% of revenues fromoperations (3 customers accounted for 91% for the three-month period ended March 31, 2021). |
| Three months ended March 31, 2022 | | | | | | | | Three months ended March 31, 2022 |
| | % of total | % of total |
| Revenues | revenues | | Revenues | revenues |
| | | | | $ | % | $ | % |
Customer 1 | 745,260 | | | | | 18 | 2,733,107 | | | | 43 |
Customer 2 | 723,571 | | | | | 17 | 2,371,403 | | | | 38 |
Customer 3 | 594,142 | | | | | 14 | 625,086 | | | | 10 |
Total | 2,062,973 | | | | | 49 | 5,729,596 | | | | 91 |
Two customers accounted for 90% (one customer for 73% at December 31, 2021) of trade accountsreceivable with amounts owing to the Company of $14,582,568 ($12,063,636 at December 31, 2021),representing the Company's major credit risk exposure. Credit concentration is determined based oncustomers representing 10% or more of total revenues and/or total accounts receivable. |
The royalties receivables are due from a company in which the Company has a strategic investments. TheCompany does not have collateral or other security associated with the collection of this receivable. |
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 ofa liability in an orderly transaction between market participants at the measurement date. The fair valueestimates are calculated at a specific date taking into consideration assumptions regarding the amounts, thetiming of estimated future cash flows and discount rates. Accordingly, due to its approximate and subjectivenature, the fair value must not be interpreted as being realizable in an immediate settlement of the financialinstruments. |
There are three levels of fair value that reflect the significance of inputs used in determining fair values offinancial instruments: |
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, deposits, accounts payable andaccrued liabilities and bank indebtedness approximate their carrying amounts due to their short-term maturities. |
| | | | | Page 17 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial Statements |
For the periods ended March 31, 2022 and 2021 |
21. Financial instruments (continued) |
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 asLevel 2. |
Investments in HPQ warrants are valued using the Black-Scholes pricing model and are classified as Level 3. |
The fair value of the term loans and the balance due on business combination as at March 31, 2022 isdetermined using the discounted future cash flows method and management's estimates for market interestrates for similar issuances. Given their recent issuance, their fair market values correspond to their carryingamount. |
Interest rate risk |
Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change ininterest rates. Changes in market interest rates may have an effect on the cash flows associated with somefinancial assets and liabilities, known as cash flow risk, and on the fair value of other financial assets orliabilities, known as price risk, and on the fair value of investments or liabilities, known as price risks. TheCompany is exposed to a risk of fair value on cash equivalents, and term loans as those financial instrumentsbear interest at fixed rates. |
Price risk |
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because ofchanges in market price (other than those arising from foreign currency risk and interest risk), whether thosechanges are caused by factors specific to the individual financial instrument or its issuers or factors affectingall similar financial instruments traded in the market. The most significant exposure to the price risk for theCompany arises from its investments in shares and warrants of public companies quoted on the TSXVExchange. If equity prices had increased or decreased by 25% as at March 31, 2022, with all othervariables held constant, the Company’s investments would have increased or decreased respectively, byapproximately $4,037,000 ($4,042,000 at December 31, 2021). |
Liquidity risk |
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated withfinancial liabilities that are settled by delivery of cash or another financial asset. The Company manages itsliquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. |
The following table summarizes the contractual amounts payable and maturities of financial liabilities andother liabilities at March 31, 2022: |
| Total |
| | Carrying | contractual | Less than |
| | value | amount | | | one year | 2-3 years | 4-5 years | Over 5 years |
| | | $ | $ | | | | $ | | | $ | $ | | $ |
Accounts payable and |
accrued liabilities | | 9,378,832 | 9,378,832 | | | 9,378,832 | – | – | | | | – |
Term loans | | 295,219 | 383,237 | | | 86,150 | 117,330 | 125,117 | | | 54,640 |
Balance due on |
business combination | | 4,035,176 | 4,355,600 | | | 2,395,580 | 1,960,020 | – | | | | – |
Lease liabilities | | 5,276,805 | 6,614,192 | | | 3,220,750 | 710,493 | 561,628 | 2,121,321 |
| | 18,986,032 | 20,731,861 | 15,081,312 | 2,787,843 | 686,745 | 2,175,961 |
| Page 18 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial Statements |
For the periods ended March 31, 2022 and 2021 |
21. Financial instruments (Continued) |
Liquidity risk (Continued) |
The Company's Canadian subsidiary benefits from a line of credit of $500,000, and the Italian subsidiarybenefits from a 400,000 Euro ($554,000) line of credit. At March 31, 2022, $436,237 was drawn on theCanadian facility and 366,157 Euro ($507,238) was drawn on the Italian facility. |
22. Contingent liabilities |
The Company is currently a party to various legal proceedings. If management believes that a loss arisingfrom these proceedings is probable and can reasonably be estimated, that amount of the loss is recorded. Asadditional information becomes available, any potential liability related to these proceedings is assessed andthe estimates are revised, if necessary. Based on currently available information, management believes thatthe ultimate outcome of these proceedings, individually and in aggregate, will not have a material adverseeffect on the Company’s financial position or overall trends in results of operations. |
The Company had received a government grant in prior years of approximately $800,000 to assist with thedevelopment of a new system of advanced waste treatment systems technology. The grant is potentiallyrepayable at the rate of 3% of any consideration received as a result of the project, for which funding hasbeen received, to a maximum of the actual grant received. This repayment provision will remain in effect untilMay 30, 2024. The Company abandoned the project in 2011 and accordingly, no amount is expected to berepaid. |
23. 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 goingconcern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. |
The Company currently funds these requirements from cash flows from operations and with financingarrangements with third parties and shareholders. The Company is not subject to any externally imposedcapital requirements. |
The Company monitors its working capital in order to meet its financial obligations. At March 31, 2022,the Company’s working capital was $12,346,374 ($14,006,785 at December 31, 2021) |
The management of capital includes shareholders’ equity for a total amount of $ 38,369,265 and termloans of $295,219 ($40,768,754 and $190,905 respectively at December 31, 2021), as well as cash andcash equivalents amounting to $6,612,624 ($12,202,513 at December 31, 2021) |
There were no significant changes in the Company’s approach during the current three-month period and 2021fiscal year, however, in order to maintain or adjust the capital structure, the Company may issue new shares,sell portions of its strategic investment and periodically purchase its own shares on the open market. |
| Page 19 |
PyroGenesis Canada Inc.Notes to the Consolidated Financial Statements |
For the periods ended March 31, 2022 and 2021 |
24. Segment information |
The Company operates in one segment, based on financial information that is available and evaluated by theCompany’s Board of Directors. The Company’s head office is located in Montreal, Quebec. The operations ofthe Company are located in three geographic areas: Canada, Italy and India. |
The following is a summary of the Company’s revenue from external customers, by geography: |
| March 31, | March 31, |
| 2022 | 2021 |
| | | $ | $ |
Canada | 1,367,792 | 799,433 |
United States | 745,287 | 2,593,965 |
Europe | 382,288 | 20,042 |
Mexico | 176,508 | – |
Asia | 315,831 | – |
Saudi Arabia | 723,571 | 2,733,107 |
China | – | 7,618 |
South America | 122,471 | 110,338 |
India | 373,015 | – |
| 4,206,762 | 6,264,503 |
Revenue by product line and revenues recognized by revenue recognition method are presented in note 5. |
25. Subsequent event |
On April 20, 2022 the Company participated in an HPQ non-brokered private placement by acquiring 6,800,000units at a price of $0.53 per unit for a total investment of $3,604,000. Each unit consists of one common shareof HPQ and one common share purchase warrant. Each of these warrants entitles the Company to purchase onecommon share at a price of $0.60 for a period of 24 months from the closing date of the private placement. |
| | | | | Page 20 |