Try our mobile app

Published: 2021-05-17 08:00:35 ET
<<<  go to PYR company page
EX-99.1 2 exh_991.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

 

 

 

 

PyroGenesis Canada Inc.

 

 

Condensed

Interim Financial Statements

Three months ended March 31, 2021 and 2020

 

(Unaudited)

 

 

 

 

 

 

CONDENSED INTERIM FINANCIAL STATEMENTS

 

  

The accompanying unaudited financial statements of PyroGenesis Canada Inc. have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these unaudited condensed interim financial statements for the period ended March 31, 2021

 

 

 

 

 

 

 

PyroGenesis Canada Inc.

Condensed Interim Statements of Financial Position
(unaudited)

 

     March 31, 2021      December 31, 2020  
     $      $  
Assets          
Current assets          
Cash and cash equivalents [note 5]   26,274,344    18,104,899 
Accounts receivable [note 6]    6,528,533    3,329,653 
Costs and profits in excess of billings on uncompleted contracts and projects [note 7]    564,904    1,073,633 
Investment tax credits and government wage subsidy receivable [note 8]   593,025    567,059 
Current portion of deposits [note 10]   2,745,219    1,421,246 
Current portion of royalties receivable   250,000    - 
Contract assets   559,438    694,301 
Other assets   2,957,890    145,996 
Total current assets   40,473,353    25,336,787 
Non-current assets          
Deposits [note 10]   359,468    301,341 
Strategic investments [note 9]   38,152,354    39,991,750 
Property and equipment   2,992,274    2,529,570 
Right-of-use assets   3,599,206    3,701,000 
Royalties receivable    810,000    1,060,000 
Investment tax credits receivable   -    705,316 
Intangible assets   952,410    905,614 
Total assets   87,339,065    74,531,378 
Liabilities          
Current liabilities          
Accounts payable and accrued liabilities [note 11]    8,236,489    4,708,051 
Billings in excess of costs and profits on uncompleted contracts and projects [note 12]    3,934,198    6,592,972 
Current portion of term loans [note 13]   12,421    12,208 
Current portion of lease liabilities   173,226    225,977 
Total current liabilities   12,356,334    11,539,208 
Non-current liabilities          
Lease liabilities   2,760,230    2,762,565 
Term loans [note 13]   100,191    100,499 
Deferred income taxes   -    706,000 
Total liabilities   15,216,755    15,108,272 
Shareholders’ equity (deficiency) [note 14]          
Common shares and warrants   76,017,965    67,950,069 
Contributed surplus   11,398,715    10,480,310 
Deficit   (15,294,370)   (19,007,273)
Total shareholders’ equity (deficiency)   72,122,310    59,423,106 
Total liabilities and shareholders’ equity (deficiency)   87,339,065    74,531,378 

 

Contingent liabilities, subsequent events [notes 21, 25]

Approved on behalf of the Board:
 
[Signed by P. Peter Pascali]  P. Peter Pascali    [Signed by Robert Radin] Robert Radin

 

 3 

 

PyroGenesis Canada Inc.

Condensed interim Statements of Comprehensive Income (Loss)
(unaudited)

 

 

    Three months ended March 31,  
     2021      2020  
    $    $ 
           
Revenues [note 4]   6,264,503    718,908 
Cost of sales and services [note 16]   4,121,493    451,494 
Gross Profit   2,143,010    267,414 
Expenses (income)          
Selling, general and administrative [note 16]   3,725,435    1,276,593 
Research and development   286,307    23,088 
    4,011,742    1,299,681 
           
Net loss from operations   (1,868,732)   (1,032,267)
           
Changes in fair market value of strategic investments [note 9]   5,634,722    (492,024)
Finance costs, net [note 17]   (53,087)   (232,736)
           
Net earnings (loss) before income taxes   3,712,903    (1,757,027)
Income taxes - current   706,000    - 
Income taxes – deferred   (706,000)   - 
Net income (loss) and comprehensive income (loss)   3,712,903    (1,757,027)
Earnings (loss) per share [note 18]          
Basic   0.02    (0.01)
Diluted   0.02    (0.01)
           

 

The accompanying notes form an integral part of the condensed interim financial statements.

 

 4 

 

PyroGenesis Canada Inc.

Condensed Interim Statements of Changes in Shareholders’ Equity (Deficiency) (unaudited)

 
   Number of
Common Shares
  Class A common
shares and
warrants
  Contributed
Surplus
  Equity portion
of convertible
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   11,000    10,315    (3,935)   -    -    6,380 
Share issued on exercise of warrants and compensation options   5,344,549    8,057,581    -    -    -    8,057,581 
Share-based payments   -    -    922,340    -    -    922,340 
Net income and comprehensive income   -    -    -    -    3,712,903    3,712,903 
Balance – March 31, 2021   164,501,542    76,017,965    11,398,715    -    (15,294,370)   72,122,310 
                               
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   1,488,000    746,976    (300,576)   -    -    466,400 
Share-based payments   -    -    70,867    -    -    70,867 
Equity component of convertible debentures issued   -    -    -    98,422    -    98,422 
Net loss and comprehensive loss   -    -    -    -    (1,757,027)   (1,757,027)
Balance – March 31, 2020   142,791,451    47,820,219    6,450,021    500,182    (61,994,683)   (7,224,261)

 

The accompanying notes form an integral part of the condensed interim financial statements.

 

 5 

 

PyroGenesis Canada Inc.

Condensed Interim Statements of Cash Flows
(unaudited)

 

   Three months ended March 31,  
     2021      2020  
    $    $ 
Cash flows provided by (used in)          
Operating activities          
Net loss   3,712,903    (1,757,027)
Adjustments for:          
Share-based payments   922,340    70,867 
Depreciation on property and equipment   76,317    10,056 
Depreciation of right-of-use assets   101,794    89,365 
Amortization of intangibles assets   6,780    6,813 
Amortization of contract assets   134,863    - 
Finance costs   53,087    232,736 
Change in fair value of investments   (5,634,722)   492,024 
    (626,638)   (855,166)
Net change in non-cash operating working capital items [note 15]   (6,008,484)   1,122,234 
    (6,635,122)   267,068 
Investing activities          
Purchase of property and equipment   (549,576)   - 
Purchase of intangible assets   (75,668)   - 
Purchase of strategic investments   (3,392,184)   - 
Disposal of strategic investments   10,866,302      
Variation of deposits   -    (9,550)
    6,848,874    (9,550)
Financing activities          
Repayment of term loan [note 10]   (2,973)   - 
Repayment of convertible debenture [note11]   -    (354,000)
Repayment of lease liabilities   (55,086)   (34,618)
Proceeds from convertible loan [note 11]   -    903,000 
Proceeds from issuance of shares upon exercise of stock options [note 12]   6,380    446,400 
Proceeds from issuance of shares upon exercise of warrants and compensation options   8,057,581    - 
Interest paid   (50,209)   (113,315)
    7,955,693    847,467 
Net increase (decrease) in cash   8,169,445    1,104,985 
Cash - beginning of period   18,104,899    34,431 
Cash - end of period   26,274,344    1,139,416 
           
Supplemental cash flow disclosure           
           
Non-cash transactions:          
Purchase of property and equipment included in accounts payables   177,193    102,071 
Purchase of intangibles assets included in accounts payables   53,576    81,591 
Interest included in accounts payable   -    32,614 

 

The accompanying notes form an integral part of the condensed interim financial statements

 6 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

1. Nature of operations and going concern disclosure

(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 of 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 TSX Exchange under the Symbol “PYR” and on the Frankfurt Stock Exchange (FSX) 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 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 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 conjunction with the Company’s audited financial statements for the year ended December 31, 2020.

 

These condensed interim financial statements were approved and authorized for issuance by the Board of Directors on May 14, 2021.

 

(b) Functional and presentation currency

 

These condensed 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 Interim Financial Statements

For the periods ended March 31, 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 close 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 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.

 

4. Revenues

Revenues by product line:

 

The Company’s revenues are generated primarily from PUREVAP™ related sales of $625,086 (2020 - $17,965), DROSRITE™ related sales of $2,740,725 (2020 -$474,432), the development and support related to systems supplied to the U.S. Military of $2,586,021 (2020 -$23,896), torch related sales of $195,221 (2020 – $87,944), and other sales and services of $117,450 (2020 - $114,671).

 

The following is a summary of the Company’s revenues for the three months ending March 31, by revenue recognition method:

 

     2021      2020  
     $      $  
Revenue from contracts with customers:
        
Sales of goods under long-term contracts   6,049,885    637,950 
Sales of goods in point of time   214,618    59,995 
Other revenues   -    20,963 
    6,264,503    718,908 

 

See note 30 for sales by geographic area.

 

Transaction price allocated to remaining performance obligations

 

 8 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

4. Revenues (continued)

 

As at March 31, 2021, revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) at the reporting date is $26,076,669. 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 March 31, 2021, there are no restrictions on cash and cash equivalents. Cash and cash equivalents include the following components:

 

     March 31,
2021
     December 31,
2020
 
     $      $  
Cash   18,274,344    10,104,899 
Guaranteed investment certificates   8,000,000    8,000,000 
Cash and cash equivalents   26,274,344    18,104,899 

 

Guaranteed investment certificates are instruments issued by Canadian financial institutions and include $3,000,000 bearing interest at a rate of 0.46% 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 February 2021 and December 2021.

 

6. Accounts receivable

 

Details of accounts receivable were as follows:

     March 31,
2021
     December 31,
2020
 
     $      $  
       
1 – 30 days   2,821,358    309,362 
31 – 60 days   -    226,713 
61 – 90 days   -    253,141 
Greater than 90 days   565,748    218,008 
Total trade accounts receivable   3,387,106    1,007,224 
Unbilled trade receivables   2,435,408    1,132,911 
Other receivables   28,283    931,041 
Sales tax receivable   677,736    258,477 
    6,528,533    3,329,653 

 

There is no allowance for expected credit losses recorded as at March 31, 2021 and December 31, 2020.

 

 9 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

7. Costs and profits in excess of billings on uncompleted contracts and projects

 

As at March 31, 2021, the Company had five uncompleted contracts and projects with total billings of $673,096 which were less than total costs incurred and had recognized cumulative revenue of $1,238,000 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 months ended March 31, 2021 are explained by $5,193 recognized at the beginning of the year being transferred to accounts receivable, and $503,536 resulting from changes in the measure of progress.

 

8. Investment tax credits and government wage subsidy

 

As at March 31, 2021 investment tax credits related to qualifying projects from the provincial government were $26,649 (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 three months ended March 31, 2021 $1,183 (2020 - $18,420) of the investment tax credits against cost of sales and services, $17,967 (2020 - $1,141,468) against research and development expenses and $7,500 (2020 - $30,000) against selling general and administrative expenses.

 

9. Strategic investments

     March 31,
2021
     December 31,
2020
 
     $      $  
       
Beauce Gold Fields (“BGF”) shares – level 1   276,964    123,095 
HPQ Silicon Resources Inc. (“HPQ”) shares - level 1   12,091,320    16,489,220 
HPQ warrants – level 3   25,784,070    23,379,435 
    38,152,354    39,991,750 

 

Investments in HPQ (TSXV: HPQ) comprise 10,076,100 common shares (2020 - 18,450,000) and 25,844,600 warrants (2020 - 16,250,000). 16,250,000 warrants have an exercise price of $0.17 with an expiry date of August 21, 2021.

 

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.

 

 10 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

9. Strategic investments (continued)

 

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   -    -    2,993,500    3,392,184    -    - 
Disposed   -    -    (7,907,600)   (10,866,302)   -    - 
Change in the fair value   -    153,869    -    3,076,218    -    2,404,635 
Balance, March 31, 2021   1,025,794    276,964    10,076,100    12,091,320    25,844,600    25,784,070 

 

As at March 31, 2021, the fair value of the HPQ warrants was measured using the Black-Scholes option pricing model using the following assumptions:

 

Number of warrants   16,250,000    1,200,000    4,394,600    4,000,000 
Date of issuance   Dec. 21,
2018
    April 29,
2020
    June 2,
2020
    Sept. 3,
2020
 
Exercise price ($)   0.17    0.10    0.10    0.61 
Assumptions under the Back Sholes model:                    
Fair value of the shares ($)   1.20    1.20    1.20    1.20 
Risk free interest rate (%)   0.23    0.23    0.23    0.23 
Expected volatility (%)   108.77    113.41    114.23    114.93 
Expected dividend yield   0    0    0    0 
Contractual remaining life (number of months)   5    25    26    29 

 

As at March 31, 2021, a gain from initial recognition of warrants of $770,586 has been deferred off balance sheet until realized.

 

 11 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

10. Deposits

 

     March 31,
2021
     December 31,
2020
 
     $      $  
Current portion:          
Suppliers   2,745,219    1,421,246 
Non-current portion:          
Suppliers   1,312    1,099 
Rent   358,156    300,242 
Total non-current   359,468    301,341 
Total Deposits   3,104,687    1,722,587 

 

11. Accounts payable and accrued liabilities

 

     March 31,
2021
     December 31,
2020
 
     $      $  
       
Accounts payable   5,361,159    2,206,249 
Accrued liabilities   2,060,704    1,701,554 
Sale commissions payable ¹   728,059    731,671 
Accounts payable to the controlling shareholder and CEO   73,253    68,577 
Accounts payable to a trust beneficially owned by the controlling shareholder and CEO   13,316    - 
    8,236,491    4,708,051 

¹Sale commissions payable relates to the costs to obtain long-term contracts with clients.

 

12. 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 $19,729,620 (2020 - $5,126,249).

 

Payments to date received were $21,713,818 and $1,950,000 of deposits on contract in progress (2020 - $7,752,228 in cash and $1,950,000 of other assets).

 

Changes in billings in excess of costs and profits on uncompleted contracts during the three months ended March 31, 2021 are explained by $3,080,993 recognized as revenue, and a decrease of $422,218 resulting from cash received excluding amounts recognized as revenue.

 

 12 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

13. Term loans

 

     EDC
Loan¹
     Other Term
Loans²
     Other Term
Loans
     2019 SR&ED
Tax Credit loan
     2018 SR&ED
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   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   2,878    -    -    -    -    2,878 
Payments   -    (2,973)   -    -    -    (2,973)
Balance, March 31, 2021   78,678    33,934    -    -    -    112,612 
Less current portion   -    (12,421)   -    -    -    (12,421)
Balance, March 31, 2021   78,678    21,513    -    -    -    100,191 

 

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 up to $450,000 under the Regional Economic Growth through Innovation program from the Economic Development Agency of Canada (“EDC”). The contribution is repayable in 60 equal monthly instalments due and payable 24 months 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%.

 

 13 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

14. Shareholders’ equity (deficiency)

 

Common shares and warrants

 

Authorized:

 

The Company is authorized to issue an unlimited number of Class A common shares without par value.

 

Issuance of shares

 

The following table sets out the activity in stock options during the three months ended March 31, 2021:

 

     Number of
options
     Weighted
average
exercise price
 
        $  
Balance – December 31, 2020   9,040,000    1.57 
Granted   -    - 
Exercised   11,000    0.58 
Cancelled/Forfeited   5,000    4.41 
Balance, March 31, 2021   9,024,000    1.57 

 

As at March 31, 2021, 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 as follows:

 

     Number
of stock options
March 31, 2021
     Exercise price per
option
   Expiry date
        $     
          
September 25, 2016   3,000,000    0.18   Sep 25, 2021
November 3, 2017   2,409,000    0.58   Nov 3, 2022
May 10, 2018   250,000    0.52   May 10, 2023
July 3, 2018   300,000    0.51   July 3, 2023
October 29, 2018   70,000    0.52   Oct 29, 2023
September 29, 2019   200,000    0.51   Sep 29, 2024
January 2, 2020   100,000    0.45   Jan 02, 2025
July 16, 2020   2,445,000    4.41   July 16, 2025
October 26, 2020   250,000    4.00   Oct 26, 2025
    9,024,000    1.57    

 

 14 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

14. Shareholders’ equity (deficiency) (continued)

 

Share purchase warrants

 

The following table reflects the activity in warrants for the three months ended March 31, 2021 and the number of issued and outstanding share purchase warrants at December 31, 2020:

 

     Number
of warrants
December 31,
2020
     Issued      Exercised      Number
of warrants
March 31,
2021
    Price per warrant    Expiry date
                 $     
Issuance of units – September 28, 2018   3,448,276    -    3,448,276    -    0.58   Jan 28, 2021
Issuance of units – October 19, 2018   100,000    -    100,000    -    0.58   Feb 13, 2021
Issuance of units – May 15, 2019   1,355,500    -    292,500    1,063,000    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   Jun 19, 2021
Issuance of units – October 25, 2019   225,000    -    225,000    -    0.75   Oct 25, 2021
Issuance of units – November 10, 2020   1,677,275    -    991,652    685,623    4.50   Nov 10, 2022
Issuance of warrants – November 10, 2020   95,707    -    95,707    -    4.50   Nov 10, 2022
    8,151,758    -    5,153,135    2,998,623    1.68    

¹ On March 10, 2021, the Company has delivered the Acceleration Notice to accelerate the expiry date of the warrants to April 14, 2021 issued on November 10, 2020

 

15. Supplemental disclosure of cash flow information

 

Net changes in non-cash components of operating working capital

 

     Three months ended March 31,  
     2021      2020  
    $    $ 
           
Decrease (increase) in:          
Accounts receivable   (3,198,880)   (127,800)
Costs and profits in excess of billings on uncompleted contracts   508,729    (44,925)
Investment tax credits receivable   (26,650)   (70,313)
Deposits   (1,382,100)   (301,094)
Other assets   (2,811,894)   26,381 
           
Increase (decrease) in:          
Accounts payable and accrued liabilities   3,561,085    148,663 
Billings in excess of costs and profits on uncompleted contracts   (2,658,774)   1,491,322 
    (6,008,484)   1,122,234 

 

 15 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

16. Other information

 

The aggregate amortization of intangible assets expense for the three months ended March 31, 2021 was $6,780 (2020 - $6,813) and was recorded in cost of sales and services.

 

Depreciation on property and equipment amounted to $76,317 and depreciation on right of use assets amounted to $101,794 for the three months ended March 31, 2021 (2020 - $10,056 and $89,365 respectively) and is recorded in selling, general and administrative. Employee benefits totaled $2,893,901 in the three months ended March 31, 2021 (2020 - $1,492,034) and include share-based compensation of $922,340 (2020 - $70,867).

 

The Company has been awarded various grants during the three months period, which were recognized when they became receivable. The grants, received in Q1, 2021, are unconditional and amounted to $59,179 (2020 - $218,636). An amount of $59,179 (2020 - $206,136) was 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.

 

17. Net finance costs:

 

     Three months ended March 31,  
     2021      2020  
    $    $ 
Finance costs          
Interest and fees on convertible debentures   -    75,120 
Interest accretion of convertible debentures   -    44,096 
Interest on term loans   3,508    34,965 
Interest on lease liabilities   45,981    63,235 
Interest accretion on promissory notes   -    14,458 
Penalties and other interest expenses   3,598    862 
Net finance costs   53,087    232,736 

 

 16 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

18. Earnings (loss) per share

 

The following table provides a reconciliation between the number of basic and fully diluted shares outstanding:

 

     Three months ended March 31,  
     2021      2020  
Weighted daily average of Common shares   161,221,511    142,285,283 
Dilutive effect of stock options   6,103,135    - 
Dilutive effect of warrants   2,310,829    - 
Weighted average number of diluted shares   169,635,475    142,285,283 
Number of anti-diluted stock options, warrants, compensation options, convertible debentures and convertible loans excluded from fully diluted earnings per share calculation   2,445,000    34,700,417 

 

 

19. Related party transactions

 

During the three months ended March 31, 2021, the Company concluded the following transactions with related parties:

 

The Company entered into a lease agreement for rent of a property with a trust whose beneficiary is the controlling shareholder and CEO of the Company. As at March 31, 2021 the carrying amount of the right-of-use asset and lease liabilities are $3,599,206 and $2,933,456, respectively (December 31, 2020 - $3,701,000 and $2,988,542).

 

An amount of $67,945 was charged by a trust whose beneficiary is the controlling shareholder and CEO for rent and property taxes (March 31, 2020 - $68,047 of rent and property taxes). A balance due of $13,316 (March 31, 2020 - $Nil) is included in accounts payable and accrued liabilities.

 

A balance due to the controlling shareholder and CEO of the Company amounted to $73,253 (December 31, 2020 - $72,188) for expense report, salary and vacation payables and is included in accounts payable and accrued liabilities as at March 31, 2021.

 

An amount of $Nil (March 31, 2020 - $4,413), of interest accretion was expensed in net financing costs related to the 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.

 

As at March 31, 2021, an accretion amount of $Nil (March 31, 2020 - $5,360), 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.

 

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:

 

 17 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

19. Related party transactions (continued)

 

     2021      2020  
     $      $  
Salaries –officers   241,559    262,670 
Pension contributions   4,436    2,769 
Fees – Board of Directors   33,500    44,000 
Share - based compensation - officers   479,617    2,122 
Share – based compensation – Board of Directors   172,216    62,241 
Other benefits – officers   9,988    5,387 
Total compensation   941,316    379,189 

 

A balance of $57,748 of key management compensation, of the amounts noted above, is included in accounts payable and accrued liabilities as at March 31, 2021 (December 31, 2020 - $102,625).

 

20. 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 March 31, 2021 the following items are denominated in US dollars:

 

     March 31, 2021
CDN
     December 31, 2020
CDN
 
     $      $  
Cash   49,303    1,366,627 
Accounts receivable   3,164,921    621,817 
Accounts payable and accrued liabilities   (4,406,330)   (252,463)
Total   (1,192,106)   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.

 

 18 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

20. Financial instruments (continued)

 

Sensitivity analysis

 

At March 31, 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 March 31, 2021 would have been ($119,000) (December 31, 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 March 31, 2021 represents the carrying amount of cash, accounts receivable and deposits.

 

Credit concentration

 

During the three months ended March 31, 2021, three customers accounted for 91% (March 31, 2020 – two customers for 78%) of revenues from operations.

 

     Three months ended March 31, 2021      Three months ended March 31, 2020  
     Revenues      % of total revenues      Revenues      % of total revenues  
    $    %    $    % 
Customer 1   625,086    10    474,432    66 
Customer 2   2,371,403    38    87,945    12 
Customer 3   2,733,107    43    -    - 
                     
Total   5,729,596    91    562,377    78 

 

Two customers accounted for 93% (December 31, 2020 – two customers for 69%) of trade accounts receivable with amounts owing to the Company of $3,160,252 (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.

 

 19 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

20. Financial instruments (continued)

 

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.

 

Investments in BGF shares are valued as at March 31, 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.

 

Fair value of financial instruments - continued

 

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 March 31, 2021, with all other variables held constant, the Company’s investments would have increased or decreased respectively, by approximately $10,679,000 (December 31, 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

 

 20 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

20. Financial instruments (continued)

 

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.

 

Liquidity risk - continued

 

The following table summarizes the contractual maturities of financial liabilities as at March 31, 2021:

 

     Carrying
value
     Total
contractual
amount
     Less than
one year
     2-3 years      4-5 years      Over 5 years  
     $      $      $      $      $      $  
Accounts payable and accrued liabilities   8,236,489    8,236,489    8,236,489    -    -    - 
Term loans   112,612    194,230    14,389    46,340    62,824    70,677 
Lease liabilities   2,933,456    3,185,821    351,867    2,830,459    3,495    - 
    11,282,557    11,616,540    8,602,745    2,876,799    66,319    70,677 

 

21. 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.

 

 21 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

22. 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 months ending March 31, 2021, the Company’s working capital was $27,867,016 (December 31, 2020 – $13,797,579).

 

The management of capital includes shareholders’ equity for a total amount of $72,122,309 (December 31, 2020 – $59,423,106) and debt of $112,612 (December 31, 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.

 

23. 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 area: Canada. The following is a summary of the Company’s geographic information:

 

     Three months ended March, 31  
     2021      2020  
    $    $ 
Revenue from external customers          
Canada   799,433    121,232 
United States   2,593,965    33,713 
Europe   20,042    962 
Asia   -    475,057 
Saudi Arabia   2,733,107    - 
China   7,618    - 
South America   110,338    87,944 
    6,264,503    718,908 

 

 22 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

23. Segment information (continued)

 

The following is a summary of the Company’s revenue by product line:

     Three months ended March 31,  
     2021      2020  
    $    $ 
Sales of goods under long-term contracts   6,049,885    637,950 
Sales of goods in point of time   214,618    59,995 
Other revenues   -    20,963 
    6,264,503    718,908 

 

The Company has entered into long-term leases for premises, computer software, photocopier equipment and automobile. The minimum lease payments due over the next five years are as follows:

 

24. Subsequent events

 

On April 19, 2021, the Company announce that its cutting edge Additive Manufacturing (“AM”) NexGen™ Powder production line, incorporating all the improvements previously announced (increased production rate, lower CAPEX, lower OPEX, narrower particle size distribution) is now in place and producing powders. PyroGenesis’ game-changing NexGen™ Plasma Atomization System, with its production rate exceeding 25kg/h, has shattered all published plasma-atomized production rates for titanium known to management. As previously disclosed, there are several major top-tier aerospace companies, and OEMs, awaiting powders from PyroGenesis’ new, state of the art, NexGen™ production line. The Company will, over the next several weeks, perform a number of test-runs to confirm batch to batch consistency. The Company now expects to start delivering powders before the end of Q2 2021.

 

On April 20, 2021, the Company announced the signing of a qualification agreement (the “Agreement”) with a premier global aerospace company (the “Client”) for the production of metal powders. Under this Agreement, the Client will perform a standard qualification process typically required before a company can become an approved supplier. The process will, amongst other things, evaluate the Company’s manufacturing methods, test samples of powder for batch-to-batch consistency and determine mechanical and chemical properties. Subsequently, larger volumes of powder will be used to print test coupons to further evaluate mechanical and chemical properties. It is expected that testing with real parts under real time conditions would be in order before final acceptance. Upon passing all acceptance tests, the process will be locked down specifically for the Client, with no additional modifications permitted. Upon successful completion of the testing, PyroGenesis would expect to receive formal acceptance as an approved supplier. The qualification process has now formally commenced, and the first powder samples are expected to be delivered within the next several weeks.

 

On April 27, 2021, the Company announced that it had signed a binding Letter of Intent (“LOI”), which outlines the terms and conditions pursuant to which PyroGenesis would acquire AirScience Technologies Inc (“AST”) for $4.8MM (the “Purchase Price”). The LOI is binding on AST, but it is only binding on PyroGenesis if in its sole opinion, it is satisfied with the final due diligence currently in progress. The option to satisfy the Purchase Price in shares or cash is at the sole discretion of the buyer, and will only be made on, or about, final closing. AST is a Montreal-based company that designs and builds (i) gas upgrading systems (specifically from biogas to renewable natural gas, or “RNG”), (ii) Pyrolysis-Gas Purification, (iii)

 

 23 

PyroGenesis Canada Inc.

Notes to the Condensed Interim Financial Statements

For the periods ended March 31, 2021 and 2020

(unaudited)

24. Subsequent events (continued)

 

Coke-Oven Gas (“COG”) Purification as well as providing (iv) Biogas & Landfill-Gas Flares and Thermal Oxidizers.

 

Between April 30, 2021 and May 4, 2021, the Company redeemed 196,684 of its common shares for an amount of $1,383,240.

 

Between April 1, 2021 and May 14, 2021, the Company issued 1,743,348 common shares upon the exercise of 1,743,348 warrants for total proceeds of $3,965,116. The Company also issued 375,250 common shares upon exercise of 375,250 stock options for total proceeds of $257,883.

 

The global pandemic due to the novel coronavirus (COVID-19) is a situation that is constantly evolving, and the measures put in place are having multiple impacts on provincial, national and global economies. The overall effect of these events on the Company and its operations is too uncertain to be estimated at this time. The impacts will be accounted for when they are known and may be assessed.

 

 

24