PyroGenesis Canada Inc. Condensed Consolidated Interim Statements of Financial Position (Unaudited) |
| |
| | | | June | December |
| | | | 30, 2021 | 31, 2020 |
| | | | | | $ | $ |
Assets | | | | | | |
Current assets | | | | | | | |
Cash and cash equivalents [note 5] | | | | 18,076,539 | 18,104,899 |
Accounts receivable [note 6] | | | | 12,794,723 | 3,329,653 |
Costs and profits in excess of billings on uncompleted contracts and projects [note 7] | | | | 1,282,913 | 1,073,633 |
Investment tax credits and government wage subsidy receivable [note 8] | | | | 208,280 | 567,059 |
Current portion of deposits [note 10] | | | | 2,198,387 | 1,421,246 |
Current portion of royalties receivable | | | | 235,588 | - |
Contract assets | | | | 517,574 | 694,301 |
Other assets | | | | 2,547,792 | 145,996 |
Total current assets | | | | 37,861,796 | 25,336,787 |
Non-current assets | | | | | | | |
Deposits [note 10] | | | | 340,586 | 301,341 |
Strategic investments [note 9] | | | | 24,564,642 | 39,991,750 |
Property and equipment [note 11] | | | | 3,417,979 | 2,529,570 |
Right-of-use assets [note 12] | | | | 5,607,785 | 3,701,000 |
Royalties receivable | | | | 888,740 | 1,060,000 |
Investment tax credits receivable | | | | | | - | 705,316 |
Intangible assets | | | | 1,001,470 | 905,614 |
Total assets | | | | 73,682,998 | 74,531,378 |
| | | | | | | |
Liabilities |
Current liabilities | | | | | | | |
Accounts payable and accrued liabilities [note 13] | | | | 4,206,974 | 4,708,051 |
Billings in excess of costs and profits on uncompleted contracts and projects [note 14] | | | | 5,071,056 | 6,592,972 |
Current portion of term loans [note 15] | | | | | | | 12,638 | 12,208 |
Current portion of lease liabilities | | | | 197,512 | 225,977 |
Total current liabilities | | | | 9,488,180 | 11,539,208 |
Non-current liabilities | | | | | | | |
Lease liabilities | | | | 4,830,871 | 2,762,565 |
Term loans [note 15] | | | | | | | 99,936 | 100,499 |
Deferred income taxes | | | | | | - | 706,000 |
Total liabilities | | | | 14,418,987 | 15,108,272 |
Shareholders’ equity [note 16] | | | | | | | |
Common shares and warrants | | | | 81,346,092 | 67,950,069 |
Contributed surplus | | | | 14,437,934 | 10,480,310 |
Deficit | | | | (36,520,015) | (19,007,273) |
Total shareholders’ equity | | | | 59,264,011 | 59,423,106 |
Total liabilities and shareholders’ equity | | | | 73,682,998 | 74,531,378 |
| | | |
Contingent liabilities, subsequent events [notes 23, 26] |
Approved on behalf of the Board: |
| | | [Signed by P. Peter Pascali] P. Peter Pascali [Signed by Ben Simo] Ben Simo |
| | 3 |
| | | |
PyroGenesis Canada Inc. Condensed Consolidated Interim Statements of Comprehensive (Loss) Income (Unaudited) |
| |
| | Three months ended | | | Six months ended |
| | | | June 30, | | June 30, |
| | | | | | | 2021 | 2020 | 2021 | 2020 |
| | | | | | | $ | $ | $ | $ |
| | | | | | | | | | |
Revenues [note 4] | | 8,280,572 | | 2,128,454 | 14,545,075 | 2,847,362 |
Cost of sales and services [note 18] | | 3,347,091 | | 861,862 | 7,468,584 | 1,313,356 |
Gross Profit | | 4,933,481 | | 1,266,592 | 7,076,491 | 1,534,006 |
Expenses (income) | | | | | | | | | | |
Selling, general and administrative [note 18] | | 6,660,573 | | 1,664,976 | 10,386,009 | 2,941,567 |
Research and development | | 710,734 | | (3,867) | 997,041 | 19,221 |
| | 7,371,307 | | 1,661,109 | 11,383,050 | 2,960,788 |
| | | | | | | | | | |
Net (loss) from operations | | (2,437,826) | | (394,517) | (4,306,559) | (1,426,782) |
| | | | | | | | | | |
Changes in fair market value of strategic investments [note 9] |
| | (17,884,293) | | 5,899,465 | (12,249,571) | 5,407,441 |
Finance costs, net [note 19] | | (40,086) | | (276,928) | (93,172) | (509,665) |
| | | | | | | | | | |
Net (loss) earnings before income taxes | | (20,362,205) | | 5,228,020 | (16,649,302) | 3,470,995 |
Income taxes - current | | | | | | | - | - | 706,000 | - |
Income taxes | | | | | | | | | | – deferred | - | - | (706,000) | - |
Net (loss) income and comprehensive (loss) income | | (20,362,205) | | 5,228,020 | (16,649,302) | 3,470,995 |
(Loss) Earnings per share [note 20] | | | | | | | | | | |
Basic | | | | | | | (0.12) | 0.04 | (0.10) | 0.02 |
Diluted | | | | | | | (0.11) | 0.03 | (0.09) | 0.02 |
| | | | | | | | | | |
|
The accompanying notes form an integral part of the condensed consolidated interim financial statements. |
| | 4 |
| | | |
| | |
PyroGenesis Canada Inc. Condensed Consolidated Interim Statements of |
| | | | Changes in Shareholders’ Equity |
(Unaudited) | | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | | | | | | Equity portion of |
| | | | Number of Common | | | | | | | Common shares and | Contributed | | | | | | | | | | | | convertible |
| | | | | | | | | | | Shares | | | | | | | | | warrants | Surplus | debentures | Deficit | Total |
| | | | | | | | | | | | | | | | | | | $ | | | | | | | | | | | | | | | $ | $ | $ | $ |
| | | | |
| | | | | | | | | Balance - December 31, 2020 | 159,145,993 | | | | | | | | | 67,950,069 | 10,480,310 | | | | | | | | | | | | | | | | - | (19,007,273) | 59,423,106 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Share issued on exercise of stock options | | 444,500 | | | | | | | | | 657,845 | (253,400) | | | | | | | | | | | | | | | | - | - | 404,445 |
| | | | |
| | | | | | | | | Share issued on exercise of warrants and compensation options | 8,337,897 | | | | | | | | | 13,085,197 | | | | | - | - | - | 13,085,197 |
| | | | |
| | | | | | | | | Shares purchased for cancellation | (166,684) | | | | | | | | | (347,019) | | | | | - | - | (863,440) | | | | (1,210,459) |
| | | | |
| | | | | | | | | Share-based payments | - | - | 4,211,024 | | | | | | | | | | | | | | | | - | - | 4,211,024 |
| | | | |
| | | | | | | | | Net (loss) and comprehensive (loss) | - | - | | | | | | | | | | | | | | | - | - | (16,649,302) | | | | (16,649,302) |
| | | | | | | | | Balance – June 30, 2021 | | 167,761,706 | | | | | | | | | 81,346,092 | 14,437,934 | | | | | | | | | | | | | | | | - | (36,520,015) | 59,264,011 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Balance - December 31, 2019 | | 141,303,451 | | | | | | | | | 47,073,243 | 6,679,730 | | | | | | | | | | | | | | | | 401,760 | (60,237,656) | | | | (6,082,923) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | Share issued on exercise of stock options | 1,728,000 | | | | | | | | | 975,035 | (387,035) | | | | | | | | | | | | | | | | - | - | 588,000 |
| | | | |
| | | | | | | | | Shares issued upon exercise of share purchase warrants | 4,030,300 | | | | | | | | | 3,160,669 | | | | | - | - | - | 3,160,669 |
| | | | |
| | | | | | | | | Conversion of debentures into shares | 3,369,375 | | | | | | | | | 3,056,481 | | | | | - | | | (360,981) | - | 2,695,500 |
| | | | |
| | | | | | | | | Shares purchased for cancellation | (1,285,000) | | | | | | | | | (426,370) | | | | | - | - | (538,021) | (964,391) |
| | | | |
| | | | | | | | | Equity component of convertible debentures | - | - | | | | | | | | | | | 40,779 | | | | | (40,779) | - | - |
| | | | |
| | | | | | | | | Share-based payments | - | - | | | | | | | | | | | 94,504 | | | | | - | - | 94,504 |
| | | | |
| | | | | | | | | Equity component of convertible debentures issued | - | - | | | | | | | | | | | | | | | - | 98,422 | - | 98,422 |
| | | | |
| | | | | | | | | Net income and comprehensive income | - | - | | | | | | | | | | | | | | | - | - | 3,470,995 | 3,470,995 |
| | | | | | | | | Balance – June 30, 2020 | | 149,146,126 | | | | | | | | | 53,839,058 | 6,427,978 | | | | | | | | | | | | | | | | 98,422 | (57,304,682) | 3,060,776 |
| | | | | | | | | |
The accompanying notes form an integral part of the condensed consolidated interim financial statements. |
| | | 5 |
|
PyroGenesis Canada Inc. Condensed Consolidated Interim Statements of Cash Flows |
| |
(Unaudited) | | | |
|
| | | Three months ended June 30, Six months ended June 30, |
| | | | 2021 | 2020 | 2021 | 2020 |
| | | | $ | $ | $ | $ |
Cash flows provided by (used in) | | | | | | | | |
Operating activities | | | | | | | | |
Net (loss) income | | | (20,362,205) | | 5,228,019 | | | (16,649,302) | 3,470,992 |
Adjustments for: | | | | | | | | |
Share-based payments | | | 3,288,685 | | 23,637 | 4,211,025 | 94,504 |
Depreciation on property and equipment | | | | 84,061 | 10,057 | 160,378 | 20,113 |
Depreciation of right-of-use assets | | | 149,217 | | 88,205 | 251,011 | 177,570 |
Amortization of intangibles assets | | | | 6,779 | 6,813 | 13,559 | 13,626 |
Amortization of contract assets | | | 171,206 | | - | 306,069 | - |
Finance costs | | | | 40,085 | 276,929 | 93,172 | 509,665 |
Change in fair value of investments | | | 17,884,293 | | | | | | | (5,899,465) | 12,249,571 | (5,407,441) |
| | | 1,262,121 | | (265,805) | 635,483 | | | (1,120,971) |
Net change in non-cash operating working capital items [note 17] |
| | | (8,544,450) | | (753,741) | | | (14,552,934) | 368,493 |
| | | (7,282,339) | | | | | | | (1,019,546) | (13,917,451) | (752,478) |
Investing activities | | | | | | | | |
Purchase of property and equipment | | | (635,312) | | (104,455) | | | (1,184,888) | (104,455) |
Addition to right-of-use assets | | | (36,903) | | - | (36,903) | - |
Purchase of intangible assets | | | (31,484) | | (15,611) | (107,152) | (15,611) |
Purchase of strategic investments | | | (5,804,327) | | (60,000) | | | (9,196,511) | (60,000) |
Disposal of strategic investments | | | 1,507,746 | | - | | | 12,374,048 | - |
Variation of deposits | | | | - | 5,785 | - | (3,765) |
| | | (5,000,280) | | (174,281) | 1,848,594 | | | (183,831) |
Financing activities | | | | | | | | |
Repayment of R&D loans | | | | - | (214,000) | - | | | (214,000) |
Repayment of term loan [note 15] | | | | (3,025) | - | (5,998) | - |
Repayment of convertible debenture | | | | - | (4,500) | - | | | (358,500) |
Repayment of lease liabilities | | | (25,965) | | (33,654) | (81,051) | (68,272) |
Repayment of promissory notes payables to the controlling shareholder and CEO |
| | | | - | (295,000) | - | | | (295,000) |
Proceeds from issuance of shares upon exercise of stock options |
| | | 398,065 | | 141,600 | 404,445 | 588,000 |
Proceeds from issuance of shares upon exercise of warrants and compensation options |
| | | 5,027,616 | | 3,160,669 | | | 13,085,197 | 3,160,669 |
Share purchase for cancellation | | | (1,210,459) | | (964,391) | | | (1,210,459) | (964,391) |
Interest paid | | | (101,427) | | (168,536) | (151,636) | | | (281,851) |
| | | 4,084,805 | | 1,622,188 | | | 12,040,498 | 2,469,655 |
Net (decrease) increase in cash | | | (8,197,805) | | 428,361 | (28,360) | | | 1,533,346 |
Cash - beginning of period | | | 26,274,344 | | 1,139,416 | | | 18,104,899 | 34,431 |
Cash - end of period | | | 18,076,539 | | 1,567,777 | | | 18,076,539 | 1,567,777 |
| | | | | | | | |
Supplemental cash flow disclosure Non-cash transactions: |
| | | | | | | | |
Purchase of property and equipment included in accounts payables |
| | | 136,101 | | 86,962 | 41,092 | - |
Purchase of intangibles assets included in accounts payables |
| | | | 2,263 | 168,527 | 55,539 | - |
Addition of right-of-use assets and lease liabilities | | | 2,120,892 | | - | 2,120,892 | - |
|
The accompanying notes form an integral part of the condensed consolidated interim financial statements. |
| | | 6 |
|
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
1. Nature of operations |
(a) Nature of operations |
PyroGenesis Canada Inc. (the “Company”), incorporated under the laws of the Canada Business Corporations Act, was formed on July 11, 2011. The Company owns patents for advanced waste treatment systems technology and designs, develops, manufactures and commercialises advanced plasma processes and systems. The Company is domiciled at 1744 William Street, Suite 200, Montreal, Quebec. The Company is publicly traded on the Toronto Stock Exchange (TSX) |
| | | under the Symbol “PYR” and on the |
Frankfurt Stock Exchange (F | | | | SX) under the symbol “8PY “, and since March 11, 2021, on NASDAQ in the |
USA under the symbol “PYRNF”. |
2. Basis of preparation (a) Statement of compliance |
These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting |
| | | | | Standard (“IFRS”) as issued by the International Accounting Standards |
Board ("IASB"). These condensed consolidated interim financial statements do not include all of the necessary information required for full annual financial statements in accordance with IFRS and should be read in conjun |
| | | | | | ction with the Company’s audited financial statements for the year ended December 31, |
2020. |
These condensed consolidated interim financial statements were approved and authorized for issuance by the Board of Directors on August 16, 2021. |
(b) Functional and presentation currency |
These condensed consolidated interim financial statements are presented in Canadian dollars, which is the Company’s functional currency. |
(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 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 Company controls an entity when it has power over the investee; it is exposed to, or has rights to, variable returns from its involvement with the entity; and it has the ability to affect those returns through its power over the entity. |
| | 7 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
2. Basis of preparation (continued) |
In instances where the Company does not hold a majority of the voting rights, further analysis is performed to determine 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 affecting relevant activities. |
| | | |
Theses consolidated financial statements include the accounts of the Company and its subsidiary Drosrite International LLC. Drosrite International LLC is owned by a member of the Company’s key management personnel and c |
| | | | lose member of the CEO and controlling shareholder’s family and is deemed to be |
controlled by the Company. All significant transactions and balances between the Company and its subsidiary have been eliminated upon consolidation. |
3. Significant accounting judgments, estimates and assumptions |
The significant judgments, estimates and assumptions applied by the Company’s in these condensed consolidated interim financial statements are the same as those applied by the Company in its audited annual financial statements as at and for the year ended December 31, 2020. |
The COVID-19 pandemic continues to evolve as vaccination campaigns are currently underway in Canada and other countries in which the Company operates while more contagious variants of the virus have evolved. The financial effect of the pandemic is stil uncertain at this time as is the Company’s business continuity plans and other mitigating measures. Estimates of the length and seriousness of these developments is therefore subject to significant uncertainty, and accordingly estimates of the extent to which the COVID- |
| | | | 19 pandemic may materially and adversely affect the Company’s operations, financial |
results and condition in future periods are also subject to significant uncertainty. |
Therefore, uncertainty about judgments, estimates and assumptions made by management during the preparation of the Company’s interim consolidated financial statements related to potential impacts of the COVID-19 pandemic on revenue, expenses, assets, liabilities, and note disclosures could result in a material adjustment to the carrying value of the asset or liability affected. |
4. Revenues |
The Company’s revenues are generated from PUREVAP™ related sales of $4,521,539 (2020 - $43,058), DROSRITE™ related sales of $4,389,606 (2020 - $1,794,336), the development and support related to systems supplied to the U.S. Navy of $4,719,208 (2020 - $61,039), torch related sales of $752,835 (2020 – $705,022), and other sales and services of $161,887 (2020 - $243,907). |
The fol owing is a summary of the Company’s revenues for the six months ending June 30, by revenue recognition method: |
|
|
|
| | 8 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
4. Revenues (continued) |
| | | | | | 2021 | | 2020 |
| | | | | $ | $ |
| | | | | | |
Revenue from contracts with customers: |
Sales of goods under long-term contracts | | | | | | 10,717,275 | 2,174,828 |
Sales of goods in point of time | | | | | | 527,800 | 630,297 |
Sale of intellectual properties | | | | | | 3,300,000 | - |
Other revenues | | | | | - | | 42,237 |
| | | | | | 14,545,075 | 2,847,362 |
See note 23 for sales by geographic area. As at June 30, 2021, revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) at the reporting date is $20,405,109. 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. |
5. Cash and cash equivalents |
| | | |
As at June 30, 2021, there are no restrictions on cash and cash equivalents. Cash and cash equivalents include the following components: |
| | | | June 30, 2021 | December 31, 2020 |
| | | | | | $ | $ |
| | | | | | | |
Cash | | | | 10,076,539 | | | 10,104,899 |
Guaranteed investment certificates | | | | 8,000,000 | | | 8,000,000 |
Cash and cash equivalents | | | | 18,076,539 | | | 18,104,899 |
| | | |
Guaranteed investment certificates are instruments issued by Canadian financial institutions and include $3,000,000 bearing interest at a rate of 0.51% and $5,000,000 bearing interest at a rate of 0.53%. These instruments are redeemable without penalty 60 days and 30 days, respectively, from the date of acquisition and mature in July August 2021 and December 2021. |
|
|
|
|
|
| | 9 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
6. Accounts receivable |
Details of accounts receivable were as follows: |
|
| | | |
| | | | June 30, 2021 | December 31, 2020 |
| | | $ | $ |
| | | | |
1 | – 30 days | | | | 4,100,123 | | 309,362 |
31 | – 60 days | | | - | | | 226,713 |
61 | – 90 days | | | | 3,814,556 | | 253,141 |
Greater than 90 days | | | | 1,480,934 | | 218,008 |
Total trade accounts receivable | | | | 9,395,613 | | 1,007,224 |
Unbilled trade receivables | | | | 2,915,972 | | 1,132,911 |
Other receivables | | | | | | | 45,669 | 931,041 |
Sales tax receivable | | | | | | | 437,469 | 258,477 |
| | | | 12,794,723 | | 3,329,653 |
There is no allowance for expected credit losses recorded as at June 30, 2021 and December 31, 2020. |
7. Costs and profits in excess of billings on uncompleted contracts and projects |
As at June 30, 2021, the Company had eight uncompleted contracts and projects with total billings of $6,865,387 which were less than total costs incurred and had recognized cumulative revenue of $8,148,300 since those contracts and projects began. This compares with seven contracts with total billings of $8,378,093 which were less than total costs incurred and had recognized cumulative revenue of $9,451,726 as at, December 31, 2020. |
Changes in costs and profits in excess of billings on uncompleted contracts during the three and six months ended June 30, 2021 are explained by $56,180 and $61,373 recognized at the beginning of the year being transferred to accounts receivable, and by $774,188 and $270,652 resulting from changes in the measure of progress. |
8. Investment tax credits and government wage subsidy |
As at, June 30, 2021 investment tax credits related to qualifying projects from the provincial government were $101,309 (2020 - $131,871) and $Nil (2020 - $1,058,017) of investment tax credits earned in prior years that met the criteria for recognition. The Company also recorded for the six months ended June 30, 2021 $41,106 (2020 - $18,420) of the investment tax credits against cost of sales and services, $45,203 (2020 - $1,141,468) against research and development expenses and $15,000 (2020 - $30,000) against selling general and administrative expenses. An additional amount of $106,971 of 2020 investment tax credits is a receivable for the Company. |
|
|
|
|
| | 10 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
9. Strategic investments |
|
| | | June 30, 2021 | December 31, 2020 |
| | | | | $ | $ |
| | | | | | |
Beauce | | | | | | Gold Fields (“BGF”) shares – level 1 | 210,288 | 123,095 |
HPQ Silicon Resources Inc. (“HPQ”) shares - level 1 | | | 19,759,372 | | | | | 16,489,220 |
HPQ warrants | | | | | | | | | – level 3 | 4,594,982 | | | | | 23,379,435 |
| | | 24,564,642 | | | | | 39,991,750 |
Investments in HPQ (TSXV: HPQ) comprise 27,830,100 common shares (2020 - 18,450,000) and 9,594,600 warrants (2020 - 16,250,000). |
Investment in BGF (TSXV: BGF) consists of 1,025,794 of common shares. The 1,025,794 common shares of BGF were received in December 2018 as dividend in kind from a spinoff of HPQ. |
The change in strategic investments is summarized as follows: |
| | | | | | | | | | | (“BGF”) shares – level 1 | HPQ shares | – level 1 | | | (“HPQ”) Warrants - level 3 |
| | | | | | | | | | | Quantity | $ | Quantity | | | | | $ | Quantity | $ |
Balance, December 31, 2019 |
| | | | | | | | | | | 1,025,794 | 133,354 | 18,450,000 | 1,476,000 | | 17,750,000 | - |
Additions | | | | | | | | | | | | | - | - | 7,887,000 | 3,395,742 | | 5,200,000 | | | 560,000 |
Received in lieu of payment of services rendered |
| | | | | | | | | | | | | - | - | 4,394,600 | 395,514 | | 4,394,600 | - |
Exercised | | | | | | | | | | | | | - | - | 1,500,000 | 540,000 | | (1,500,000) | | | (337,500) |
Disposed | | | | | | | | | | | | | - | - | (17,241,400) | (10,798,056) | - | - |
Change in the fair value | | | | | | | | | | | | | - | (10,259) | - | 21,480,020 | - | | | | 23,156,935 |
Balance, December 31, 2020 |
| | | | | | | | | | | 1,025,794 | 123,095 | 14,990,200 | 16,489,220 | | 25,844,600 | | | 23,379,435 |
Additions | | | | | | | | | | | | | - | - | 6,348,000 | 6,677,761 | - | - |
Exercised | | | | | | | | | | | | | - | - | 16,250,000 | 2,518,750 | | (16,250,000) | | | (893,750) |
Disposed | | | | | | | | | | | | | - | - | (9,758,100) | (3,391,118) | - | - |
Change in the fair value | | | | | | | | | | | | | - | 87,193 | | - | (2,535,241) | - | | | | (17,890,703) |
Balance, June 30, 2021 |
| | | | | | | | | | | 1,025,794 | 210,288 | 27,830,100 | 19,759,372 | | 9,594,600 | | | 4,594,982 |
As at June 30, 2021, the fair value of the HPQ warrants was measured using the Black-Scholes option pricing model using the following assumptions: |
Number of Warrants | | | 1,200,000 | | 4,394,600 | | | 4,000,000 |
| | | | | |
Date of Issuance | | | | | | | | | | | | | | April 29, 2020 | June 2, 2020 | September 3, 2020 |
Exercise Price | | | 0.10 | | 0.10 | | | 0.61 |
Assumption under the Black Sholes model: | | | | | |
Fair Value of the shares ($) | | | 0.71 | | 0.71 | | | 0.71 |
Risk free interest rate (%) | | | 0.44 | | 0.44 | | | 0.44 |
Expected Volatility (%) | | | 115.90 | | 114.74 | | | 110.39 |
Expected dividend yield | | | 0 | 0 | 0 |
Contractual remaining life (number of months) | | | 22 | 23 | 26 |
| | | | | |
| | 11 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
9. Strategic investments (continued) As at June 30, 2021, a gain from initial recognition of warrants of $674,983 has been deferred off balance sheet until realized. 10. Deposits |
| | | June 30,2021 | December 31, 2020 |
| | | | | $ | $ |
Current portion: | | | | | | |
Suppliers | | | 2,198,387 | | | 1,421,246 |
Non-current portion: | | | | | | |
Suppliers | | | | | 1,541 | 1,099 |
Rent | | | | | | | 339,045 | 300,242 |
Total non-current | | | | | | | 340,586 | 301,341 |
Total Deposits | | | 2,538,973 | | | 1,722,587 |
|
11. Property and equipment |
| | | | | | | | | | | | Equipment | |
| | | | | | | | | Computer | Machinery and | Leasehold | under |
| | | | | | | | | equipment | equipment | Automobile | | | | | improvements | construction | Total |
| | | | | | | | $ | $ | $ | $ | | $ | $ |
Cost | | | | | | | | | | | | | | |
Balance at December 31, 2019 | | | | | | | | | 521,998 | 1,621,899 | 21,912 | 165,006 | 1,671,962 | | 4,002,767 |
Additions | | | | | | | | | 27,671 | - | | | | | | | | | 306,164 | 15,895 | 268,272 | | | | | | | | 618,002 |
Impairment | | | | | | | | - | - | | | | | | | | | (21,912) | - | | - | | | | | | (21,912) |
Balance at December 31, 2020 | | | | | | | | | 549,659 | 1,621,899 | 306,164 | 180,901 | 1,940,234 | | 4,598,857 |
Additions | | | | | | | | | 199,496 | - | | | | | | | | | 30,495 | 772,719 | 46,077 | | 1,048,787 |
Impairment | | | | | | | | - | - | - | - | | - | - |
Balance at June 30, 2021 | | | | | | | | | 749,155 | 1,621,899 | 336,659 | 953,620 | 1,986,311 | | 5,647,644 |
|
Accumulated depreciation | | | | | | | | | | | | | | |
Balance at December 31, 2019 | | | | | | | | | 491,906 | 1,421,613 | 18,782 | 92,985 | - | 2,025,286 |
Depreciation | | | | | | | | | 17,26 | 20,029 | | | | | | | | | 22,083 | 3,800 | - | | | | | | 63,118 |
Impairment | | | | | | | | - | - | | | | | | | | | (19,711) | - | | - | | | | | | (19,117) |
Balance at December 31, 2020 | | | | | | | | | 509,112 | 1,441,642 | 21,748 | 96,785 | - | 2,069,287 |
Depreciation | | | | | | | | | 45,935 | 80,379 | | | | | | | | | 29,435 | 4,629 | - | | | | | | 160,378 |
Balance at June 30, 2021 | | | | | | | | | 555,047 | 1,522,021 | 51,183 | 101,414 | - | 2,229,665 |
|
Carrying amounts | | | | | | | | | | | | | | |
Balance at December 31, 2020 | | | | | | | | | 40,547 | 180,257 | 284,416 | 84,116 | 1,940,234 | | 2,529,570 |
Balance at June 30, 2021 | | | | | | | | | 194,108 | 99,878 | | | | | | | | | 285,477 | 852,205 | 1,986,311 | | 3,417,979 |
|
12. Leases |
The Company has entered into lease contracts mainly for buildings and computer equipment, which expire at various dates through the year 2024. Some leases have extension or purchase options for various terms. The lease contracts do not impose any financial covenants. |
As of June 30, 2021, the company entered into a new lease agreement for an additional 31,632 sq. ft.. |
| | 12 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
12. Leases (continued) |
a) Right-of-use assets |
| | | |
| | | | | | Land and building | Computer equipment | Total |
| | $ | | | | | | $ | $ |
Balance at December 31, 2020 | | | | | | | | | 3,688,315 | 12,685 | 3,701,000 |
Additions | | | | | | | | | 2,157,795 | - | 2,157,795 |
Depreciation | | (248,897) | | | | | | | | (2,114) | (251,011) |
Balance at June 30, 2021 |
| | | | | | | | | 5,597,213 | 10,571 | 5,607,784 |
|
| | | b) The table below summarizes changes to the lease liabilities: |
| | | | | | | | | | | | Total |
| | | | | | | | | | | | $ |
Balance at December 31, 2020 | | | | | | | | | | | | 2,988,542 |
Additions | | | | | | | | | | | | 2,120,892 |
Payments | | | | | | | | | | | | (81,051) |
Balance at June 30, 2021 | | | | | | | | | | | | 5,028,383 |
| | | |
Prepayments on the additional lease were included in the carrying amount of the right-of-use assets. |
| | | c) Amount recognized in the statement of comprehensive loss: |
| | | | | | | | | | | |
| | | | | | | | June | December |
| | | | | | | | 30, 2021 | | | | 31, 2020 | |
| | | | | | | | | | | $ | $ |
| | | | | | | | | | | | |
Depreciation of right-of-use assets | | | | | | | | 408,335 | 408,335 |
Interest on lease liabilities | | | | | | | | 136,928 | 211,666 |
Expense related to lease payments not included in the measurement of lease liabilities | | | | | | | | 44,459 | - |
| | | c) Maturity analysis |
| | | | – contractual undiscounted cash flows of lease liabilities as at June 30, 2021 |
|
| $ |
2022 | | | | | 508,977 |
2023 | | | | | 2,998,925 |
2024 | | | | | 216,985 |
2025 | | | | | 222,742 |
2026 | | | | | 229,332 |
Thereafter | | | | | 2,235,987 |
| | | | | 6,412,948 |
|
|
| | 13 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
13. Accounts payable and accrued liabilities |
| | | |
| | | | June 30, 2021 | December 31, 2020 |
| | | $ | $ |
| | | | |
Accounts payable | | | | 1,646,404 | | 2,206,249 |
Accrued liabilities | | | | 1,688,378 | | 1,701,554 |
Sale commissions payable ¹ | | | | | | | 800,812 | 731,671 |
Accounts payable to the controlling shareholder and CEO | | | | | | | 71,380 | 68,577 |
| | | | 4,206,974 | | 4,708,051 |
¹Sale commissions payable relate to the costs to obtain long-term contracts with clients. |
14. 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 progress amounted to $17,392,951 (2020 - $6,831,326). |
Payments to date received were $20,514,007 and $1,950,000 of deposits on contract in progress (2020 - $11,474,298 in cash and $1,950,000 of other assets). |
Changes in billings in excess of costs and profits on uncompleted contracts during the three and six months ended June 30, 2021 are explained by $3,402,733 and $6,483,726 recognized as revenue, and a decrease of $4,539,591 and $4,961,809 resulting from cash received excluding amounts recognized as revenue. |
15. Term loans |
| | | | | | | | EDC | Other Term | Other Term | | 2019 SR&ED | 2018 SR&ED |
| | | | | | | | Loan¹ | Loans² | Loans | | Tax Credit loan | Tax Credit loan | | | | | | | Total |
| | | | | | | | $ | | | $ | $ | $ | | $ | $ |
Balance, December 31, 2019 |
| | | | | | | | - | | | - | 110,933 | | 185,331 | 199,736 | 496,000 |
Additions | | | | | | | | 157,058 | 38,861 | | | - | - | | - | 195,919 |
Conversion option | | | | | | | | - | | | - | - | - | | - | - |
Financing costs | | | | | | | | (83,119) | | | - | - | - | | - | (83,119) |
Accretion expense | | | | | | | | 1,861 | | | - | 4.267 | | 40,902 | 14.264 | 61,294 |
Payments | | | | | | | | - | (1,954) | (115,200) | | (226,233) | (214,000) | (557,387) |
Balance, December 31, 2020 |
| | | | | | | | 75,800 | 36,907 | | | - | - | | - | 112,707 |
Accretion expense | | | | | | | | 5,865 | | | - | - | - | | - | 5,865 |
Payments | | | | | | | | - | (5,998) | | | - | - | | - | (5,998) |
Balance, June 30, 2021 | | | | | | | | 81,665 | 30,909 | | | - | - | | - | 112,574 |
Less current portion | | | | | | | | - | (12,638) | | | - | - | | - | (12,638) |
Balance, June 30, 2021 |
| | | | | | | | 81,665 | 18,271 | | | - | - | | - | 99,936 |
| | | | | | | | | | | | | | | | | |
¹ maturing in 2027, non-interest bearing, payable in equal instalments from July 2023 to June 2027. 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 $36,702 as at December 31, 2020). On March 5, 2020, the Company entered into a repayable contribution agreement of up to $450,000 under the Regional Economic Growth Through Innovation Program of the Economic Development Agency of Canada (“EDC”). The contribution is repayable in 60 equal monthly instalments due and payable 24 months |
| | 14 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
15. Term loans (continued) |
following the completion of the project. During the year ended December 31, 2020, the Company received contribution totaling $157,058. The loan was discounted using the effective interest method. The effective interest rate on the loan is 15%. |
16 | . Shareholders’ equity |
Common shares and warrants |
Authorized: |
The Company is authorized to issue an unlimited number of common shares without par value. |
Issuance of shares |
The following table sets out the activity in stock options during the six months ended June 30, 2021: |
| | Number of options | Weighted average exercise price |
| | | | $ |
Balance | | | | – December 31, 2020 | 9,040,000 | 1.57 |
Granted | | | | | 850,000 | 7.82 |
Exercised | | | | | (444,500) | 0.91 |
Cancelled/Forfeited | | | | | (40,000) | 4.41 |
Balance, June 30, 2021 | | | | | 9,405,500 | 2.16 |
|
As at June 30, 2021, the outstanding options, as issued under the stock options plan to directors, officers, employees and consultants for the purchases of one common share per option, are as follows: |
| | | | | | | |
| | | | | | | | Number of stock Options June 31, 2021 | Exercise price per option | | | | Expiry date |
| | | | | | | | | | $ | |
| | | | | | | | | | | |
September 25, 2016 | | 3,000,000 | | | | | | | | 0.18 | September 25, 2021 |
November 3, 2017 | | 2,400,000 | | | | | | | | 0.58 | November 3, 2022 |
July 3, 2018 | | 200,000 | | | | | | | | 0.51 | July 3, 2023 |
October 29, 2018 | | 40,000 | | | | | | | | 0.52 | October 29, 2023 |
September 29, 2019 | | 200,000 | | | | | | | | 0.51 | September 29, 2024 |
January 2, 2020 | | 100,000 | | | | | | | | 0.45 | January 02, 2025 |
July 16, 2020 | | 2,365,500 | | | | | | | | 4.41 | July 16, 2025 |
October 26, 2020 | | 250,000 | | | | | | | | 4.00 | October 26, 2025 |
April 6, 2021 | | 550,000 | | | | | | | | 8.47 | April 6, 2026 |
June 1, 2021 | | 200,000 | | | | | | | | 6.57 | June 1, 2026 |
June 14, 2021 | | 100,000 | | | | | | | | 6.70 | June 14, 2026 |
| | 9,405,500 | | | | | | | | 2.16 | |
| | 15 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
16. | Shareholders’ equity (continued) |
Share purchase warrants |
The following table reflects the activity in warrants for the six months ended June 30, 2021 and the number of issued and outstanding share purchase warrants at June 30, 2021: |
| | | | | | Number |
| | | Number | | | of warrants |
| | | of warrants | | | June 30, | Price per |
| | | | December 31, 2020 | Granted | Exercised | | | | 2021 | warrant | Expiry date |
| | | | | | | | | | | | | | | | | $ | |
| | | | | | | | | |
Issuance of units | | | | | | | | | | | – Sept 28, 2018 | 3,448,276 | - | 3,448,276 | | | | | - | 0.58 | Jan 28, 2021 |
Issuance of units | | | | | | | | | | | – Oct 19, 2018 | 100,000 | - | | | | | | | | | | 100,000 | - | 0.58 | Feb 13, 2021 |
Issuance of units | | | | | | | | | | | – May 15, 2019 | 1,355,500 | - | 1,355,500 | | | | | - | 0.85 | May 15, 2021 |
Issuance of units | | | | | | | | | | | – May 24, 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 | | | | | | | | | | | – Oct 25, 2019 | 225,000 | - | | | | | | | | | | 225,000 | - | 0.75 | Oct 25, 2021 |
Issuance of units | | | | | | | | | | | – Nov 10, 2020 | 1,677,275 | - | 1,677,275 | | | | | - | 4.50 | Nov 10, 2022 |
Issuance of warrants | | | | | | | | | | | – Nov 10, 2020 | 95,707 | - | | | | | | | | | | 95,707 | - | 4.50 | Nov 10, 2022 |
| | | 8,151,758 | - | 8,151,758 | | | | | - | 1.52 | |
17. Supplemental disclosure of cash flow information |
Net changes in non-cash components of operating working capital |
| | | | | Three months ended June 30, | | Six months ended June 30, |
| | 2021 | | | | 2020 | 2021 | | | | | | 2020 |
| | $ | | | | $ | | | | $ | $ |
| | | | | | | | | | | | | | | | | | |
Decrease (increase) in: | | | | | | | | | | | | | | | | | | |
Accounts receivable | | | | | (6,266,190) | | | | (424,342) | (9,465,070) | (552,142) |
Inventory | | (356,455) | | | | (9,245) | (356,455) | (9,245) |
Costs and profits in excess of billings on uncompleted contracts |
| | (718,009) | | | | | | | (38,080) | (209,280) | (83,005) |
Investment tax credits receivable | | 384,745 | | | | | | | (96,049) | 358,095 | (166,362) |
Deposits | | 565,714 | | | | (4,701) | (816,386) | (305,795) |
Other assets | | 766,553 | | | | 24,950 | (2,045,341) | 51,331 |
| | | | | | | | | | | | | | | | | | |
Increase (decrease) in: | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | | | | (4,057,666) | | | | (1,200,907) | (496,581) | (1,052,244) |
Billings in excess of costs and profits on uncompleted contracts |
| | 1,136,858 | | | | | | | 994,633 | (1,521,916) | 2,485,955 |
| | | | | (8,544,450) | | | | (753,741) | | | | | (14,552,934) | 368,493 |
|
|
|
|
| | 16 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
18. Other information |
The aggregate amortization of intangible assets expense for the three and six months ended June 30, 2021 was $6,779 and $13,559 (2020 - $6,813 and $13,626) and was recorded in cost of sales and services. |
Depreciation on property and equipment amounted to $84,061 and $160,378 (2020 - $10,057 and $20,113) and depreciation on right of use assets amounted to $149,217 and $251,011 (2020 - $88,205 and $177,570) for the three and six months ended June 30, 2021 and is recorded in selling, general and administrative. Employee benefits totaled $5,338,199 and $8,232,101 in the three and six months ended June 30, 2021 (2020 - $1,245,974 and $2,738,007) and include share-based compensation of $3,288,685 and $4,211,025 (2020 |
| | | – $23,638 and $94,504). |
The Company has been awarded various grants during the three and the six months period, which were recognized when they became receivable. The grants, received in these periods, are unconditional and amounted to $87,565 and $146,744 respectively (2020 - $102,797 and $321,433). The grants received were recorded as a reduction to the related expenses in research and development and an amount of $Nil (2020 - $12,500) was recorded as a reduction to the related expenses in selling, general and administrative. |
19. Net finance costs: |
| | | | Three months ended June 30, | Six months ended June 30, |
| | 2021 | | | | 2020 | 2021 | 2020 |
| | | | | | | | | $ | $ | | $ | $ |
Finance costs | | | | | | | | | | | | | |
Interest and fees on convertible debentures | | | | | | | | | - | 68,832 | - | 143,952 |
Interest accretion of convertible debentures | | | | | | | | | - | 123,538 | - | 167.633 |
Interest on term loans | | 2,987 | | | | 15,944 | 9,438 | 50,909 |
Interest on lease liabilities | | 90,947 | | | | 62,689 | 136,928 | 125,924 |
Interest accretion on promissory notes | | | | | | | | | - | 4,401 | - | 18,859 |
Accretion of Royalty Receivable | | (64,329) | | | - | | (64,329) | |
Other interest expenses | | 10,481 | | | | 1,524 | 11,135 | 2,388 |
Net finance costs | | 40,086 | | | | 276,628 | 93,172 | 509,665 |
|
|
|
|
|
|
|
|
| | 17 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
20. (Loss) Earnings per share |
The following table provides a reconciliation between the number of basic and fully diluted shares outstanding: |
| | | Three months ended June 30, | Six months ended June 30, |
| | 2021 | | | 2020 | 2021 | 2020 |
| | | | | | | | # | # | # | # |
Weighted daily average of Common shares | | 166,289,320 | | | | | | 144,354,683 | 163,769,415 | | | | | 143,319,985 |
Dilutive effect of stock options | | | | | | | | - | 3,092,134 | - | 2,367,903 |
Dilutive effect of warrants | | | | | | | | - | 3,934,847 | - | 957,718 |
Dilutive effect of convertible debentures | | | | | | | | - | 899,823 | - | 607,345 |
Weighted average number of diluted shares | | 166,289,320 | | | | | | 152,281,488 | 163,769,415 | | | | | 147,252,951 |
Number of anti-diluted stock options, warrants, convertible debentures and convertible loans excluded from fully diluted earnings per share calculation |
| | 9,405,500 | | | 9,451,867 | 9,405,500 | | | 9,226,867 |
|
21. Related party transactions |
During the three and six months ended June 30, 2021, the Company concluded the following transactions with related parties: |
The Company entered into a lease agreement for the rental of a property with a trust whose beneficiary is the controlling shareholder and CEO of the Company. As at June 30, 2021 the carrying amount of the right-of-use asset and lease liabilities are $1,217,844, and $110,117, respectively (2020 - $3,701,000 and $2,988,542). |
An amount of $68,825 and $137,284 was charged by a trust whose beneficiary is the controlling shareholder and CEO for rent and property taxes (2020 - $68,686 and $136,733 of rent and property taxes). A balance due to the controlling shareholder and CEO of the Company amounted to $71,380 (2020 - $72,188) for expense report, salary and vacation payables and is included in accounts payable and accrued liabilities as at June 30, 2021. An amount of $Nil (Q2, 2020 - $4,413), of interest payable and $Nil (2020 - $17,937) of accretion expense were accrued on a convertible loan of $295,000 from the controlling shareholder and CEO of the Company. A balance due of $Nil is included in accounts payable and accrued liabilities. An amount of $Nil (Q2, 2020 - $30,960), of interest payable were accrued on a convertible loan of $903,000 from a trust whose beneficiary is the controlling shareholder and CEO of the Company and are included in accounts payable and accrued liabilities. |
| | 18 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
21. Related party transactions (continued) |
The key management personnel of the Company are the members of the Board of Directors and certain officers. Total compensation to key management consisted of the following: |
| | | Three months ended June 30, | Six months ended June 30, |
| | | | | 2021 | 2020 | 2021 | 2020 |
| | | | | $ | $ | | | $ | $ |
Salaries | | | | | | | | | – officers | 218,656 | | | | 117,648 | 460,215 | 380,318 |
Pension contributions | | | | | 3,971 | 3,097 | 8,407 | 5,866 |
Fees | | | | | | | | | – Board of Directors | 41,500 | - | | | 75,000 | 44,000 |
Share | | | | | | | | | – based compensation – officers | 1,312,708 | | | | 63,177 | 1,792,325 | 65,299 |
Share | | | | | | | | | – based compensation – Board of Directors | 1,539,634 | | | | (43,448) | 1,711,850 | 18,793 |
Other benefits | | | | | | | | | | – officers | 43,363 | 232,466 | 53,352 | 237,853 |
Total compensation | | 3,159,832 | | | | 372,940 | 4,101,149 | 752,129 |
A balance of $88,255 of key management compensation, of the amounts noted above, is included in accounts payable and accrued liabilities as at June 30, 2021 (2020 - $102,625). |
22. Financial instruments |
As part of its operations, the Company carries a number of financial instruments. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments except as otherwise disclosed. The Company's overall risk management program focuses on the unpredictability of the financial market and seeks to minimize potential adverse effects on the Company's financial 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 rate fluctuations. |
As at June 30, 2021 the following items are denominated in US dollars: |
| | | | | | June 30, 2021 | December 31, 2020 |
| | | | CDN | | | | CDN |
| | | | $ | $ |
| | | | | | | | | | | | |
Cash | | | | 601,455 | | | | 1,366,627 |
Accounts receivable | | | | 5,466,438 | | | | 621,817 |
Accounts payable and accrued liabilities | | | | (502,135) | | | | (252,463) |
Total | | | | 5,565,758 | | | | 1,735,981 |
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. |
| | 19 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
22. Financial instruments (continued) |
Sensitivity analysis |
At June 30, 2021, 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 for the year ended June 30, 2021 would have been $556,576 (2020 |
| | | – $174,000). |
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 to discharge an obligation. The maximum credit risk to which the Company is exposed as at June 30, 2021 represents the carrying amount of cash, accounts receivable and deposits. |
Credit concentration |
During the three and six months ended June 30, 2021, three customers accounted for 47%, 26%,18% and 31%, 31%, 29% respectively of revenues from operations. |
| | | | Three months ended June 30, 2021 | Six months ended June 30, 2021 |
| | | | Revenues | | % of total revenues | Revenues | | % of total revenues |
| | | | | | | | $ | % | $ | % |
Customer 1 | | | | 3,899,682 | | | | | 47 | 4,524,768 | 31 |
Customer 2 | | | | 2,133,187 | | | | | 26 | 4,504,590 | 31 |
Customer 3 | | | | 1,466,349 | | 18 | 4,199,455 | 29 |
Total | | | | 7,499,218 | | | | | 91 | 13,228,813 | 91 |
|
Two customers accounted for 95% (December 31, 2020 | | | | | | | | | | | – two customers for 69%) of trade accounts |
receivable with amounts owing to the Company of $8,961,341 (2020 - $1,211,177), representing the Company's major credit risk exposure. Credit concentration is determined based on customers representing 10% or more of total revenues and/or total accounts receivable. The Company believes that there is no unusual exposure associated with the collection of these receivables. The Company manages its credit risk by performing credit assessments of its customers and provides allowances for potentially uncollectible accounts receivable. The Company does not generally require collateral or other security from customers on accounts receivable. |
Fair value of financial instruments |
Financial instruments are comprised of cash, accounts receivable, investments, deposits, accounts payable and accrued liabilities, term loans, long-term debt and convertible debentures. There are three levels of fair value that reflect the significance of inputs used in determining fair values of financial 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. |
| | 20 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
22. Financial instruments (continued) |
Investments in BGF shares are valued as at June 30, 2021 at quoted market prices and are classified as Level 1. Investments in BGF shares were valued as at December 31, 2018 based on a valuation technique that estimates a business' value based on a recent round of financing and were classified as Level 3. |
Investments in HPQ shares are valued at quoted market prices and are classified as Level 1. |
Investments in HPQ warrants are valued using the Black-Scholes pricing model and are classified as Level 3. |
The fair values of cash, accounts receivable, accounts payable and accrued liabilities, and term loans approximate their carrying amounts due to their short-term maturities. |
The fair value of the long-term debt approximates their carrying amounts due to their recent issuance. |
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 value of investments or liabilities, known as price risks. The Company is exposed to a risk of fair value on the term loans and convertible debentures as those financial instruments bear 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 of changes in market price (other than those arising from foreign currency risk and interest risk), whether those changes are caused by factors specific to the individual financial instrument or its issuers or factors affecting all similar financial instruments traded in the market. The most significant exposure to the price risk for the Company arises from its investments in shares of public companies quoted on the TSXV Exchange. If equity prices had increased or decreased by 25% as at June 30, 2021, with all other variables held constant, the Company’s investments would have increased or decreased respectively, by approximately $6,527,000 (2020 - $11,874,375). |
Liquidity risk |
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivery of cash or another financial asset. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity and / or debt issuances and to generate positive cash flows from operations (see note 1 (b)). The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. |
| | 21 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
22. Financial instruments (continued | | | ) |
The following table summarizes the contractual maturities of financial liabilities as at June 30, 2021: |
| | | | | | |
| | | | Total | | | | | Less |
| | | | Carrying | contractual | | than 1 |
| | | | Value | amount | | year | 2-3 years | | 4-5 years Over 5 years |
| | | $ | $ | | | | $ | | $ | $ | $ |
Accounts payable and accrued liabilities |
| | | | 4,206,974 | 4,206,974 4,206,974 | | | - | - | - |
Term loans | | | | 112,574 | 190,630 | | 14,389 | | | 50,595 | 62,823 | | | 62,823 |
Lease liabilities | | | | 5,028,383 | 6,412,948 | | 508,977 | 2,998,925 | | 216,985 | | | 2,688,061 |
| | | | 9,347,931 | 10,810,552 4,730,340 | 3,049,520 | | 279,808 | | | 2,750,884 |
23. Contingent liabilities The Company is currently a party to various legal proceedings and a tax authorities’ review. If management believes that a loss arising from these matters is probable and can reasonably be estimated, that amount of the loss is recorded. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in aggregate, will not have a material adverse effect 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 the development of a new system of advanced waste treatment systems technology. The grant is potentially repayable at the rate of 3% of any consideration received as a result of the project, for which funding has been received, to a maximum of the actual grant received. This repayment provision will remain in effect until May 30, 2024. The Company abandoned the project in 2011 and accordingly, no amount is expected to be repaid. 24. 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 entity continues as a going concern 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 financing arrangements with third parties and shareholders. The Company is not subject to any externally imposed capital requirements. |
The Company monitors its working capital in order to meet its financial obligations. For the three and six months ending June 30, 2021 |
| | | | , the Company’s working capital was $28,373,616 (2020 – $13,797,579). |
|
| | 22 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
24. Capital management (continued) |
The management of capital includes shareholders’ equity for a total amount of $59,264,011 (2020 – $59,423,106) and debt of $112,574 (2020 - $112,707). |
|
Although there were no significant changes in the Company’s approach during fiscal 2020, the Company was able to retire its term loans and convert its convertible debentures to common shares. In order to maintain or adjust capital structure, the Company may issue new shares, sell portions of its strategic investment and periodically purchase its own shares on the open market. |
25. Segment information |
The Company operates in one segment, based on financial information that is available and evaluated by the Company’s Board of Directors. |
The Company’s head office is located in Montreal, Quebec. The operation of the Company is located in one geographic ar |
| | | ea: Canada. The fol owing is a summary of the Company’s geographic information: |
| | | | Three months ended June 30, | Six months ended June 30, |
| | 2021 | | | | 2020 | 2021 | 2020 |
| | | | | | | | | $ | $ | | $ | $ |
Revenue from external customers | | | | | | | | | | | | | |
| | | | | | | | | | Canada | 3,937,462 | | | | 687,748 | 4,736,895 | | | 808,980 |
| | | | | | | | | | United States | 2,131,841 | | | | 1,357,072 | 4,725,806 | | | 1,865,217 |
| | | | | | | | | | Europe | 42,201 | | | 377 | | 62,243 | 1,339 |
| | | | | | | | | | Asia | 490 | | | | 25,441 | 490 | 26,065 |
| | | | | | | | | | Saudi Arabia | 1,466,349 | | | - | 4,199,455 | - |
| | | | | | | | | | China | 40,999 | | | - | | 48,617 | - |
| | | | | | | | | | Africa | 3,679 | | | - | | 3,679 | - |
| | | | | | | | | | Mexico | 137,856 | | | | 33,675 | 137,856 | | | 33,675 |
| | | | | | | | | | South America | 519,695 | | | | 24,141 | 630,034 | | | 112,086 |
| | 8,280,572 | | | | 2,128,454 | 14,545,075 | | | 2,847,362 |
The fol owing is a summary of the Company’s revenue by revenue recognition method: |
|
| | | | Three months ended June 30, Six months ended June 30, |
|
| | 2021 | | | | 2020 | 2021 | 2020 |
| | | | | | | | | $ | $ | | $ | $ |
| | | | | | | | | | | | | |
Sales of goods under long-term contracts | | 4,667,390 | | | | 1,536,877 | 10,717,275 | | | 2,174,828 |
Sales of goods in point of time | | 313,182 | | | | 580,302 | 527,800 | | | 630,297 |
Sale of intellectual properties | | 3,300,000 | | | - | 3,300,000 | - |
Other revenues | | | | | | | | | - | 21,275 | - | 42,237 |
| | 8,280,572 | | | | 2,128,454 | 14,545,075 | | | 2,847,362 |
|
| | 23 |
| | |
PyroGenesis Canada Inc. Notes to the Condensed Consolidated Interim Financial Statements |
| |
For the three and six month periods ended June 30, 2021 and 2020 (Unaudited) |
| | |
|
26. Subsequent events On August 12, 2021, the Company acquired 100% of the capital stock of AirScience Technologies Inc (“AST”) for a maximum total cash consideration of $4,400,000 pursuant to a letter of intent dated April 27, 2021. The purchase price will be paid upon AST meeting various contract and business-related milestones. AST, a Montreal-based company, offers technologies, equipment, and expertise in the area of biogas upgrading as well as air pollution controls. The Company incurred approximately $91,000 of related acquisition costs in first half of the current fiscal period which are reflected in general and administrative costs in the Consolidated Statement of Operations. As the acquisition of AST closed on August 12, 2021, the initial accounting for the business combination and the purchase price allocation have not yet completed at the time of this filing. |
|
| | 24 |
| | |