SusGlobal Energy Corp 10-Q for FY2024 Q2
SusGlobal Energy Corp. (SNRG)
About this 10-Q
SusGlobal Energy Corp filed this 10-Q on September 27, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).
Headline figures
Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $153.49K a year earlier
- Net loss
- $2.38M
- compared with a net loss of $2.95M a year earlier
- Diluted EPS
- -$0.02
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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For the quarterly period ended
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For the transition period from ________________to ________________
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).
Yes [ ] No [
The number of shares of the registrant's common stock outstanding as of September 27, 2024 was
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SusGlobal Energy Corp.
INDEX TO FORM 10-Q
For the Three and Six-Month Periods Ended June 30, 2024 and 2023
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SUSGLOBAL ENERGY CORP.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
CONTENTS
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| 4 |
SusGlobal Energy Corp.
Interim Condensed Consolidated Balance Sheets
As at June 30, 2024 and December 31, 2023
(Expressed in United States Dollars)
(unaudited)
| June 30, 2024 | December 31, 2023 | |||||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash | $ | $ | ||||
| Trade receivables | ||||||
| Government remittances receivable | ||||||
| Prepaid expenses and deposits (note 6) | ||||||
| Total Current Assets | ||||||
| Long-lived Assets, net (note 7) | ||||||
| Long-Term Assets | ||||||
| Total Assets | $ | $ | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||
| Current Liabilities | ||||||
| Accounts payable (note 8) | $ | $ | ||||
| Government remittances payable | ||||||
| Accrued liabilities (notes 8, 9, 10 and 13) | ||||||
| Current portion of long-term debt (note 9) | ||||||
| Current portion of obligations under capital lease (note 10) | ||||||
| Convertible promissory notes (note 11)-in default | ||||||
| Loans payable to related parties (note 13) | ||||||
| Total Current Liabilities | ||||||
| Stockholders' Deficiency | ||||||
| Preferred stock, $ |
||||||
| Additional paid-in capital | ||||||
| Accumulated deficit | ( |
) | ( |
) | ||
| Accumulated other comprehensive income (loss) | ( |
) | ||||
| Stockholders' deficiency | ( |
) | ( |
) | ||
| Total Liabilities and Stockholders' Deficiency | $ | $ | ||||
| Going concern (note 2) | ||||||
| Commitments (note 15) | ||||||
| Subsequent events (note 19) |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
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SusGlobal Energy Corp.
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
For the three and six-month periods ended June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
| For the three-month periods ended | For the Six-month periods ended | |||||||||||
| June 30, 2024 | June 30,2023 | June 30, 2024 | June 30, 2023 | |||||||||
| Revenue | $ | $ | $ | $ | ||||||||
| Cost of Sales | ||||||||||||
| Opening inventory |
|
|||||||||||
| Depreciation (note 7) | ||||||||||||
| Direct wages and benefits | ||||||||||||
| Equipment rental, delivery, fuel and repairs and maintenance | ||||||||||||
| Utilities | ( |
) | ||||||||||
| Outside contractors | ||||||||||||
| Less: closing inventory | ( |
) | ( |
) | ||||||||
| Total cost of sales | ||||||||||||
| Gross loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Operating expenses | ||||||||||||
| Management compensation-stock-based | ||||||||||||
| compensation (notes 8 and 14) | ||||||||||||
| Management compensation-fees (note 8) | ||||||||||||
| Marketing | ||||||||||||
| Professional fees | ||||||||||||
| Interest expense (notes 8, 9, 10 and 13) | ||||||||||||
| Office and administration (note 7) | ||||||||||||
| Rent and occupancy (note 8) | ||||||||||||
| Insurance | ||||||||||||
| Filing fees | ||||||||||||
| Amortization of financing costs | ||||||||||||
| Directors' compensation (note 8) | ||||||||||||
| Stock-based compensation (note 14) | ||||||||||||
| Repairs and maintenance | ||||||||||||
| Foreign exchange loss (income) | ( |
) | ( |
) | ||||||||
| Total operating expenses | ||||||||||||
| Net loss from operating activities | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Other expense (note 16) | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Net loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Other comprehensive loss | ||||||||||||
| Foreign exchange income (loss) | ( |
) | ( |
) | ||||||||
| Comprehensive loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
| Net loss per share-basic and diluted | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
| Weighted average number of common shares outstanding- basic and diluted | ||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
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SusGlobal Energy Corp.
Interim Condensed Consolidated Statements of Changes in Stockholders' Deficiency
For the three and six-month periods ended June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
| Number of Shares |
Common Shares |
Additional Paid- in Capital |
Shares to be Issued |
Accumulated Deficit |
Accumulated Other Comprehensive Income (Loss) |
Stockholders' Deficiency |
|||||||||||||||
| Balance-December 31, 2023 | $ | $ | $ | - | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||
| Shares issued on conversion of related party debt | - | - | - | ||||||||||||||||||
| Cancellation of shares for professional services | ( |
) | ( |
) | - | - | - | ||||||||||||||
| Other comprehensive loss | - | - | - | - | - | ||||||||||||||||
| Net loss | - | - | - | - | ( |
) | - | ( |
) | ||||||||||||
| Balance-March 31, 2024 | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||
| Other comprehensive income | - | - | - | - | - | ||||||||||||||||
| Net income | - | - | - | - | ( |
) | - | ( |
) | ||||||||||||
| Balance-June 30, 2024 | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||
| Balance-December 31, 2022 | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||
| Shares issued for proceeds previously received | ( |
) | - | - | |||||||||||||||||
| Shares issued to officers | - | - | - | ||||||||||||||||||
| Shares issued to employee | - | - | - | ||||||||||||||||||
| Shares issued to director | - | - | - | ||||||||||||||||||
| Shares issued on conversion of debt to equity | - | - | - | ||||||||||||||||||
| Shares issued for professional services | - | - | - | ||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||
| Net loss | - | - | - | - | ( |
) | - | ( |
) | ||||||||||||
| Balance-March 31, 2023 | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||
| Shares issued on conversion of debt | - | - | - | ||||||||||||||||||
| Shares issued on conversion of related party debt | - | - | - | ||||||||||||||||||
| Shares issued on private placement | - | - | - | ||||||||||||||||||
| Shares issued for professional services | - | - | - | ||||||||||||||||||
| Shares yet to be issued on private placement received | - | - | - | - | |||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||
| Net Loss | - | - | - | - | ( |
) | - | ( |
) | ||||||||||||
| Balance-June 30, 2023 | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
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SusGlobal Energy Corp.
Interim Condensed Consolidated Statements of Cash Flows
For the six-month periods ended June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
| For the six-month period ended June 30, 2024 |
For the six-month period ended June 30, 2023 |
|||||
| Cash flows from operating activities | ||||||
| Net loss | $ | ( |
) | $ | ( |
) |
| Adjustments for: | ||||||
| Depreciation | ||||||
| Amortization of financing fees | ||||||
| Stock-based compensation | ||||||
| Loss on conversion of convertible promissory notes | ||||||
| Loss on revaluation of convertible promissory notes | ||||||
| Loss on settlement of claim | ||||||
| Gain on forgiveness of long-term debt | ( |
) | ||||
| Changes in non-cash working capital: | ||||||
| Trade receivables | ( |
) | ||||
| Government remittances receivable | ||||||
| Inventory | ( |
) | ||||
| Prepaid expenses and deposits | ( |
) | ( |
) | ||
| Accounts payable | ||||||
| Government remittances payable | ||||||
| Accrued liabilities | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||
| Cash flows from financing activities | ||||||
| Advances of long-term debt | ||||||
| Repayment of long-term debt | ( |
) | ( |
) | ||
| Financing fee on long-term debt | ( |
) | ( |
) | ||
| Repayments of obligations under capital lease | ( |
) | ( |
) | ||
| Advances on convertible promissory notes | ||||||
| Financing fee on loans payable to related parties | ( |
) | ||||
| Advances of loans payable to related parties | ||||||
| Repayment of loans payable to related parties | ( |
) | ( |
) | ||
| Proceeds on private placement | ||||||
| Subscription payable proceeds | ||||||
| Net cash provided by financing activities | ||||||
| Effect of exchange rate on cash | ( |
) | ||||
| Increase in cash | ||||||
| Cash and cash equivalents-beginning of period | ||||||
| Cash and cash equivalents and restricted cash-end of period | $ |
$ |
||||
| Supplemental Cash Flow Disclosure: | ||||||
| Interest paid | $ |
$ |
||||
| Supplemental Non-Cash Disclosure: | ||||||
| Common stock issued at fair value for conversion of debt | $ |
$ |
||||
| Common stock issued at fair value for conversion of related party debt |
$ |
$ |
||||
| Cancellation of common stock | $ |
$ |
||||
| Shares issued for prepaid services |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
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SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
1. Nature of Business and Basis of Presentation
SusGlobal Energy Corp. ("SusGlobal") was formed by articles of amalgamation on December 3, 2014, in the Province of Ontario, Canada and its executive office is in Toronto, Ontario, Canada. SusGlobal, a company in the start-up stages and Commandcredit Corp. ("Commandcredit"), an inactive Canadian public company, amalgamated to continue business under the name of SusGlobal Energy Corp.
On May 23, 2017, SusGlobal filed an Application for Authorization to continue in another Jurisdiction with the Ministry of Government Services in Ontario and a certificate of corporate domestication and certificate of incorporation with the Secretary of State of the State of Delaware under which it changed its jurisdiction of incorporation from Ontario to the State of Delaware (the "Domestication"). In connection with the Domestication each of the currently issued and outstanding common shares were automatically converted on a one-for-one basis into common shares compliant with the laws of the state of Delaware (the "Shares"). As a result of the Domestication, pursuant to Section 388 of the General Corporation Law of the State of Delaware (the "DGCL"), SusGlobal continued its existence under the DGCL as a corporation incorporated in the State of Delaware. The business, assets and liabilities of SusGlobal and its subsidiaries on a consolidated basis, as well as its principal location and fiscal year, were the same immediately after the Domestication as they were immediately prior to the Domestication. SusGlobal filed a Registration Statement on Form S-4 to register the Shares and this registration statement was declared effective by the Securities and Exchange Commission on May 12, 2017.
On December 11, 2018, the Company began trading on the OTCQB venture market exchange, under the ticker symbol SNRG.
SusGlobal is a renewables company focused on acquiring, developing and monetizing a global portfolio of proprietary technologies in the waste to energy and regenerative products application.
These interim condensed consolidated financial statements of SusGlobal and its wholly-owned subsidiaries, SusGlobal Energy Canada Corp. ("SECC"), SusGlobal Energy Canada I Ltd. ("SGECI"), SusGlobal Energy Belleville Ltd. ("SGEBL"), SusGlobal Energy Hamilton Ltd. ("SEHL") and 1684567 Ontario Inc. ("1684567") (together, the "Company"), have been prepared following generally accepted accounting principles in the United States ("US GAAP") for interim financial information and the Securities Exchange Commission ("SEC") instructions to Form 10-Q and Article 8 of SEC Regulation S-X, and are expressed in United States Dollars. The Company's functional currency is the Canadian Dollar ("C$"). In the opinion of management, all adjustments necessary for a fair presentation have been included.
2. Going Concern
The interim condensed consolidated financial statements have been prepared in accordance with US GAAP, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months.
The Company incurred a net loss of $
On November 3, 2023, the funds previously held in escrow, which related to a full and final mutual release of all obligations owing to PACE, including accrued interest, in the amount of $
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
2. Going Concern, (continued)
These factors cast substantial doubt as to the Company's ability to continue as a going concern, which is dependent upon its ability to obtain the necessary financing to further the development of its business, satisfy its obligations to its creditors, and upon achieving profitable operations through revenue growth. There is no assurance of funding being available or available on acceptable terms. Realization values may be substantially different from carrying values as shown.
These interim condensed consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company was unable to continue as a going concern.
3. Significant Accounting Policies
These interim condensed consolidated financial statements do not include all the information and footnotes required by US GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements of the Company for the years ended December 31, 2023 and 2022 and their accompanying notes.
4. Recently Issued Accounting Pronouncements
Accounting Pronouncements Recently Adopted
The following section provides a description of new accounting pronouncements ("Accounting Standard Update" or "ASU") issued by the Financial Accounting Standards Board ("FASB") that are applicable to the Company.
There were no new accounting pronouncements issued and not yet adopted that were expected to have a material impact on the Company's interim condensed consolidated financial position or results of operations in the current or future periods.
5. Financial Instruments
The carrying value of the Company's financial instruments, such as cash, trade receivables, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of the long-term debt, obligations under capital lease, convertible promissory notes and loans payable to related parties also approximates fair value due to their market interest rate.
Interest, Credit and Concentration Risk
Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates. Financial assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk.
The Company is not exposed to significant interest rate risk on its long-term debt as at June 30, 2024 and December 31, 2023.
Credit risk is the risk of loss associated with a counterparty's inability to perform its payment obligations. As at June 30, 2024, the Company's credit risk is primarily attributable to cash and trade receivables. As at June 30, 2024, the Company's cash was held with a reputable Canadian chartered bank and a United States of America bank.
With regards to credit risk with customers, the customers' credit evaluation is reviewed by management and account monitoring procedures are used to minimize the risk of loss. The Company believes that no additional credit risk beyond the amounts provided for by the allowance for doubtful accounts is inherent in accounts receivable. As at June 30, 2024 and December 31, 2023, there was no allowance for doubtful accounts.
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
5. Financial Instruments, (continued)
As at June 30, 2024, the Company is not exposed to concentration risk as it had no customers (December 31, 2023-
Liquidity Risk
Liquidity risk is the risk that the Company will be unable to meet its obligations as they fall due. The Company takes steps to ensure it has sufficient working capital and available sources of financing to meet future cash requirements for capital programs and operations. Management is considering all its options to repay its creditors. Refer also to going concern, note 2.
The Company actively monitors its liquidity to ensure that its cash flows and working capital are adequate to support its financial obligations and the Company's capital programs. To continue operations, the Company will need to raise capital, and complete the refinancing of its real property and organic waste processing and composting facility located at 704 Phillipston Road, Roslin, Ontario, Canada (the "Belleville Facility"). There is no assurance of funding being available or available on acceptable terms. Realization values may be substantially different from carrying values as shown. Refer also to going concern, note 2.
Currency Risk
Although the Company's functional currency is the C$, the Company realizes a portion of its expenses in United States Dollars ("$"). Consequently, certain assets and liabilities are exposed to foreign currency fluctuations. As at June 30, 2024, $
6. Prepaid Expenses and Deposits
Included in prepaid expenses and deposits are costs, primarily for professional services to be expensed as stock-based compensation after June 30, 2024, in the amount of $
7. Long-lived Assets, net
| June 30, 2024 | December 31, 2023 | |||||||||||
| Cost |
Accumulated depreciation |
Net book value | Net book value | |||||||||
| Land | $ | $ | $ | $ | ||||||||
| Property under construction | ||||||||||||
| Composting buildings | ||||||||||||
| Gore cover system | ||||||||||||
| Driveway and paving | ||||||||||||
| Signage | ||||||||||||
| Automotive equipment | ||||||||||||
| $ | $ | $ | $ |
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
7. Long-lived Assets, net, (continued)
Depreciation for the three and six-month periods ended June 30, 2024, is disclosed in cost of sales in the amount of $
8. Related Party Transactions
For the three and six-month periods ended June 30, 2024, the Company incurred $
For the three and six-month periods ended June 30, 2024, the Company incurred $
In addition, on January 11, 2024, Travellers converted $
For the independent directors, the Company recorded directors' compensation during the three and six-month periods ended June 30, 2024 of $
Pursuant to the terms of the CEO's Consulting Agreement, for his services as the CEO, the compensation is at a rate of $
Pursuant to the terms of the CFO's Consulting Agreement for his services as the CFO, the compensation is at a rate of $
Furthermore, for the three and six-month periods ended June 30, 2024, the Company recognized management stock-based compensation expense of $
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
9. Long-Term Debt
| June 30, 2024 | December 31, 2023 | ||||||
| (a)i) | Mortgage Payable-due June 1, 2024 | $ | $ | ||||
| (a)ii) | Mortgage Payable-due March 1, 2024 | ||||||
| (a)iii) | Mortgage Payable-due November 2, 2025 | ||||||
| (a)iv) | Mortgage Payable-due November 2, 2024 | ||||||
| (a)v) | Mortgage Payable-due December 14, 2024 | ||||||
| (a)vi) | Mortgage Payable-due October 2, 2024 | ||||||
| (b) | Canada Emergency Business Account-Due January 18, 2024 | ||||||
| (c) | Corporate Term Loan-Due April 7, 2025 | ||||||
| Current portion | ( |
) | ( |
) | |||
| Long-Term portion | $ | $ | |||||
Refer also to going concern, note 2.
(a) i) On December 1, 2023, this 1st mortgage was renewed with a new maturity date of June 1, 2024 and a fixed interest rate of
ii) On March 1, 2023, the Company obtained a 2nd mortgage in the amount of $
iii) On November 2, 2023, the Company completed the purchase of additional land, consisting of a
iv) In connection with the purchase of additional land noted above under paragraph (a)iii) above, a 2nd mortgage was obtained in the amount of $
v) On December 14, 2023, the Company made arrangements to repay the previous 1st mortgage on the first property purchased in Hamilton, Ontario, Canada on August 17, 2021, for a new 1st mortgage bearing interest at
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
9. Long-Term Debt, (continued)
vi) On April 2, 2024, the Company received funds in the amount of $
For the three and six-month periods ended June 30, 2024, $
(b) As a result of the COVID-19 virus, the Government of Canada launched the Canada Emergency Business Account (the "CEBA"), a program to ensure that small businesses have access to the capital they need to see them through the current challenges and better position them to quickly return to providing services to their communities and creating employment. The program is administered by Canadian chartered banks and credit unions.
These CEBA loans were repaid on January 9, 2024 and January 11, 2024, in total $
(c) On April 8, 2021, the Company took delivery of a truck and hauling trailer for a total purchase price of $
For the three and six-month periods ended June 30, 2024, $
10. Obligations under Capital Lease
| June 30, 2024 | December 31, 2023 | |||||
| Total | Total | |||||
| Obligations under Capital Lease | $ | $ | ||||
| Less: current portion | ( |
) | ( |
) | ||
| Long-term portion | $ | $ |
Refer also to going concern, note 2.
The lease agreement for certain equipment for the Belleville Facility at a cost of $
The lease liability was secured by the equipment under capital lease as previously described under long-lived assets, net (note 7).
Minimum lease payments as per the original terms of the obligations under capital lease are as follows:
|
14 SusGlobal Energy Corp. (unaudited) |
10. Obligations under Capital Lease, (continued)
| In the six-month period ending December 31, 2024 | $ | ||
| In the year ending December 31, 2025 | |||
| Less: imputed interest | ( |
) | |
| Total | $ |
For the three and six-month periods ended June 30, 2024, $
The Company is in arrears with payments to the lessor. The last payment made was on January 27, 2024. As a result, on May 24, 2024, the lessor repossessed the equipment.
11. Convertible Promissory Notes
| June 30, 2024 | December 31, 2023 | ||||||
| (a) | Convertible promissory note-October 28 and 29, 2021 | $ | $ | ||||
| (b) | Convertible promissory note-March 3 and 7, 2022 | ||||||
| (c) | Convertible promissory note-June 23, 2022 | ||||||
| (d) | Convertible promissory note-April 12, 2024, amended May 23, 2024 | ||||||
| $ | $ |
The convertible promissory notes are accounted for under the fair value option in the consolidated balance sheets. The actual principal outstanding on the balance of the notes as at June 30, 2024 is $
(a) On October 28 and 29, 2021, the Company entered into two securities purchase agreement (the "October 2021 SPAs) with two investors (the "October 2021 Investors") pursuant to which the Company issued to the October 2021 Investors two
The maturity date of the October 2021 Investor Notes is the earlier of (i) July 28 and 29, 2022 and (ii) the occurrence of a Liquidity Event, as described above (the "Maturity Date"). Upon the occurrence of a Liquidity Event, the October 2021 Investors are entitled to convert all or a portion of their October 2021 Investor Notes including any accrued and unpaid interest at a conversion price (the "Conversion Price") equal to
Upon the occurrence of an event of default, the interest rate on the October 2021 Investor Notes will immediately accrue at
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
11. Convertible Promissory Notes, (continued)
On May 11, 2022, the holder of the October 29, 2021, investor note, provided an amendment for an optional conversion of his investor notes. The conversion price was amended to be (i) the product of the Liquidity Event price multiplied by the discount of
On August 16, 2022, the Company was sent a notice of default from one of the October 2021 Investors, whose investor note was issued on October 29, 2021. On September 15, 2022, the Company and the investor of the October 2021 investor note entered into an amendment to the October 2021 investor note which served as a cure to the previously issued default notice.
Pursuant to the September 15, 2022 amendment, the Company and the October 29, 2021 investor, agreed that the outstanding principal amount of the October 29, 2021 investor note would increase by
As a result of the default on November 15, 2022, the Company was informed that the October 29, 2021 investor will now be accruing interest at the default rate of
Further, the October 29, 2021 investor agreed not to convert more than $
On September 21, 2022 and November 10, 2022, the October 29, 2021 investor issued conversion notices to the Company and the Company issued
On December 22, 2022, the October 28, 2021 investor, whose October 28, 2021 investor note had a previous Principal Amount of $
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
11. Convertible Promissory Notes, (continued)
Previously, the conversion price was a
On June 8, 2023, the October 29, 2021 investor's counsel sent the Company a notice of default on the October 29, 2021 investor note and the March 2022 Investor Notes, described below. The default was caused by the holders of these promissory notes not being able to receive shares of the Company's common stock, par value $
During the year ended December 31, 2023, the October 29, 2021 investor provided the Company with notices of conversion to convert in total $
The Company initially reserved
(b) On March 3 and 7, 2022, the Company executed two unsecured convertible promissory notes with two investors (the "March 2022 Investors"), who purchased
The maturity date of the Notes is the earlier of (i) June 3 and 7, 2022, and (ii) the occurrence of a Liquidity Event (as defined in the Notes) (the "Maturity Date"). The final payment of the Principal Amount (and default interest, if any) shall be paid by the Company to the Investors on the Maturity Date. On an event of default, the principal amount of the March 2020 Investor Notes will increase to
On May 11, 2022, the holder of the March 3, 2022 Investor Note and on May 13, 2022, the holder of the March 7, 2022 Investor Note, each provided an amendment for an optional conversion of their investor notes. The conversion price was amended to be (i) the product of the Liquidity Event price multiplied by the discount of
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
11. Convertible Promissory Notes, (continued)
Further, on June 29, 2022, the March 2022 Investors revised their March 2022 Investor Notes, to extend the maturity date to August 15, 2022 and increase the principal amount of each of the March 2022 Investor Notes by twenty percent (
On August 16, 2022, the Company was sent notices of default from the March 2022 Investors. And, on September 15, 2022, the Company and the March 2022 Investors entered into an amendment to the March 2022 Investor Notes which served as a cure to the previously issued default notices.
Pursuant to the September 15, 2022 amendment, the Company and the March 2022 Investors agreed that the outstanding principal amount totaling $
Further, in the event that the October 29, 2021 investor note has been fully converted and the conversion shares sold, thereafter, the March 2022 Investor Notes may both be converted at the March 2022 Investors' discretion on a pari-passu basis, provided, however, that no conversion shall exceed $
As noted above, on June 8, 2023, the counsel for the March 2022 Investors provided the Company with a notice of default. This resulted in the principal balance of the March 2022 Investor Notes increasing from $
Refer also to subsequent events, note 19(f).
(c) On June 23, 2022, the Company executed one convertible promissory note (the "June 2022 Investor Note") with an investor (the "June 2022 Investor") in the amount of $
The June 2022 Investor may convert the principal amount and any accrued but unpaid interest into the Company's common stock from time to time following an event of default ('Event of Default"), as defined in the June 2022 Investor Note, with interest accruing at the default interest rate of
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
11. Convertible Promissory Notes, (continued)
On December 29, 2022, the Company and the investor agreed to extend the maturity date to the earlier of June 23, 2023, or the occurrence of a Liquidity Event. In consideration for the extension of the maturity date, the Company agreed to: (i) increase the principal amount to $
On June 29, 2023, the June 2022 Investor provided a 45-day extension of the June 2022 Investor Note in exchange for an increase in the principal balance of the June 2022 Investor Note of $
The Company initially reserved
(d) On April 12, 2024, the Company executed one convertible promissory note (the "April 2024 Investor Note") with the June 2022 in the amount of $
Pursuant to the terms of the security purchase agreements for the convertible promissory notes described above, for so long as the noted investors own any shares of Common Stock issued upon the conversion of the applicable investor notes, the Company has covenanted to secure and maintain the listing of such shares of Common Stock. The Company is also subject to certain customary negative covenants under the investor notes and the security purchase agreements, including but not limited to the requirement to maintain its corporate existence and assets, require registration of or stockholder approval for the investor notes or the Common Stock upon the conversion of the applicable investor notes.
The convertible promissory notes described above, contain certain representations, warranties, covenants and events of default including if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission which would increase the amount of the principal and interest rates under the convertible promissory notes in the event of such defaults. In the event of a default, at the option of the applicable investor and in their sole discretion, the applicable investor may consider any of their convertible promissory notes immediately due and payable.
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
11. Convertible Promissory Notes, (continued)
During the three and six-month periods ended June 30, 2024, the Company issued
Refer also to going concern, note 2.
Fair value option for the convertible promissory notes
The Company is eligible to elect the fair value option under ASC 825, Financial Instruments and bypass analysis of the potential embedded derivative features described above. The Company believes that the fair value option better reflects the underlying economics of the convertible promissory notes issued after December 31, 2020. As a result, the 2021 and 2022 promissory notes were recorded at fair value upon issuance and subsequently remeasured at each reporting date until settled or converted. The Company recognized the notes initially at fair value, which exceeded the proceeds received resulting in a day one loss that has been recognized in net loss.
Any transaction and other issuance costs have been expensed as incurred. Subsequently, the Company recognizes the notes at fair value with changes in net loss.
Gains and losses attributable to changes in credit risk were insignificant during the three and six-month periods ended June 30, 2024 and 2023. The Company recognized a loss of $
12. Fair Value Measurement
The following table presents information about the Company's financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation:
| Fair value as at June 30, 2024 and December 31, 2023 Using: | |||||||||
| Level 3 | June 30, 2024 | December 31, 2023 | |||||||
| Assets: | $ | $ | $ | ||||||
| Liabilities: | |||||||||
| Convertible promissory notes | |||||||||
| $ | $ | $ | |||||||
During each of the three and six-month periods ended June 30, 2024 and 2023, there were no transfers between Level 1, Level 2, or Level 3. There were no financial assets or other liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023.
The following table summarizes the change in Level 3 financial instruments during the six-month periods ended June 30, 2024 and December 31, 2023.
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
12. Fair Value Measurement, (continued)
| June 30, 2024 | December 31, 2023 | |||||
| Fair value at December 31, 2023 and 2022 | $ | $ | ||||
| Fair value at issuance | ||||||
| Amendments | ||||||
| Conversions/repayments | ( |
) | ||||
| Mark to market | ||||||
| Fair value at June 30, 2024 and December 31, 2023 | $ | $ |
Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The fair value of the convertible promissory notes at issuance and subsequent financial reporting dates was estimated based on significant inputs not observable in the market, which represent level 3 measurements within the fair value hierarchy.
The fair value of the convertible promissory notes at issuance and at each reporting period was estimated based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used a scenario-based binomial model to estimate the fair value of the convertible promissory notes. The model determines the fair value from a market participant's perspective by evaluating the payouts under hold, convert, or call decisions. The most significant estimates and assumptions used as inputs are those concerning type, timing and probability of specific scenario outcomes. Specifically, the Company assigned a probability of default, which would increase the required payout as described in Note 11 and calculated the fair value under each scenario.
At the issuance dates of the convertible promissory notes, the probability of default ("PD") was assumed to be
Other significant unobservable inputs include the expected volatility and the credit spread. The expected volatility was based on the historical volatility over a look-back period that was consistent with the balance-remaining term of the instruments. A value of
13. Loans Payable to Related Parties
| June 30, 2024 | December 31, 2023 | |||||
| Directors | $ | $ | ||||
| CFO | ||||||
|
Shareholders |
|
|||||
| Haute Inc. | ||||||
| Total | $ | $ |
The loans owing to directors were received by the Company on June 6, 2022, March 16, 2023 and June 6, 2024, are unsecured, bearing interest at
The loans from the CFO were provided to the Company for working capital purposes on March 15, 2024 and throughout the three months ended June 30, 2024, and are unsecured and non-interest bearing.
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
13. Loans Payable to Related Parties, (continued)
On December 5, 2023, the Company received a loan from Haute Inc., in the amount of $
On January 9, 2024, the Company received a loan from Haute Inc., in the amount of $
During the three and six-month periods ended June 30, 2024, $
In addition, on January 11, 2024, Travellers converted $
During the three and six-month periods ended June 30, 2024, Travellers, converted a total of $
14. Capital Stock
As at June 30, 2024, the Company had
On January 11, 2024, Travellers converted $
For the six-month period ended June 30, 2024, the Company issued
For the six-month period ended June 30, 2024, the Company issued
On January 3, 2023, the Company issued
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
14. Capital Stock, (continued)
Furthermore, on January 3, 2023, the Company issued
As at June 30, 2024, the Company recorded a balance of $
15. Commitments
a) Effective January 1, 2023, new executive consulting agreements were finalized for the services of the CEO and the CFO, for two years and one year, respectively. The CEO's monthly fee was $
| For the six-month period ending December 31, 2024 | $ |
b) The Company has agreed to lease its office premises from Haute on a month-to-month basis, at the monthly rate of $
c) Effective February 3, 2021, upon the successful completion of a Nasdaq listing, the Company has committed a payment of $
d) On November 5, 2021, the Company committed to the design and construction of its Hamilton, Ontario, Canada facility (the "Hamilton Facility"), including architectural and general contracting fees in the amount of $
e) Effective November 1, 2022, the Company acquired the exclusive rights to the use of a well-known athlete's name, endorsement and the like, for the purposes of advertisement, promotion and sale of the Company's products. In return, the Company issued
• $
• $
• $
There is also an arrangement to issue
f) The Company was assigned the land lease on the purchase of certain assets of Astoria Organic Matters Ltd., and Astoria Organic Matters Canada LP on September 15, 2017. The land lease, which comprises 13.88 acres in Roslin, Ontario, Canada, has a term expiring March 31, 2034. The basic monthly rent on the net lease is $
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
15. Commitments, (continued)
| For the six-month period ending December 31, 2024 | $ | ||
| For the year ending December 31, 2025 | |||
| $ |
Up until September 30, 2023, PACE had provided the Company a letter of credit in favor of the MECP in the amount of $
The current letter of credit required by the MEC is $
The letter of credit is a requirement of the MECP and is in connection with the financial assurance provided by the Company for it to be in compliance with the MECPs environmental objectives. The MECP regularly evaluates the Belleville Facility to ensure compliance is adhered to and the letter of credit is subject to change by the MECP. The Company has engaged an environmental consulting firm to re-evaluate the financial assurance with the MECP which is based on the estimated environmental remediation and clean-up costs for its waste processing and composting facility. As a result of inspections carried out by the MECP during the prior years, some of which have resulted in MECP orders having been issued, the Company has accrued estimated and actual costs for certain corrective measures in orders issued by the MECP $
16. Other (Expense) Income
| June 30, 2024 | June 30, 2023 | |||||
| (a) Loss on settlement of claim | $ | ( |
) | $ | ||
| (b) Loss on revaluation of convertible promissory notes | ( |
) | ( |
) | ||
| (c) Gain on forgiveness of CEBE loans | ||||||
| (d) Loss on conversion of convertible promissory note | ( |
) | ||||
| $ | ( |
) | $ | ( |
) |
(a) The loss is on the settlement of the claim with the general contractor for the property under construction in Hamilton, Ontario, Canada. Refer also to legal proceedings, note 18 and subsequent events, note 19(b).
(b) Loss on revaluation of convertible promissory notes. Refer to convertible promissory notes, note 11.
(c) The gain on forgiveness is the result of repaying the required portion of the CEBA loans within the time to allow for a forgiven amount of $
(d) As described under convertible promissory notes, note 11(a), the loss is on five conversions of the October 29, 2021 investor note during the six-month period ended June 30, 2023.
17. Economic Dependence
The Company generated
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
18. Legal Proceedings
From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business. Management believes that there are currently no claims or actions pending against us, the ultimate disposition of which would have a material adverse effect on our results of operations, financial condition, or cash flows, except as follows:
The Company has a claim against it for unpaid legal fees in the amount of $
On October 4, 2023, an action was launched by one of the October 2021 Investors, who claimed he was owed $
On November 27, 2023 and March 6, 2024, the Company experienced an outflow of leachate impacted water from its stormwater pond into the City of Belleville's roadside ditch. The Company is collaborating with its environmental consultants and its Canadian legal counsel to assess the damage caused, remediate this occurrence and report regularly to the MECP.
The Company has a claim against it for unpaid hydro bills in the amount of $
In addition, on November 17, 2023, the Company received an amended claim filed against it from 2023 by Tradigital in the sum of $
On April 1, 2024, the Company received notice of a complaint filed against it by one of the March 2022 Investors, seeking damages of no less than $
On May 16, 2024, the Company was informed by its Canadian legal counsel that the City of Belleville, Ontario, Canada (the "City"), issued an order against the Belleville Facility, its numbered company, 1684567 and its officers for the repayment of the cost of pumping out contaminated water from the City's roadside ditch, along with legal and other associated costs. On May 31, 2024, the companies and the officers filed notices of appeal to the Ontario Land Tribunal. The Company and its Canadian legal counsel are in discussions with the legal representatives from the City, to come to a resolution before any action by the Ontario Land Tribunal. Subsequent to June 30, 2024, the Company and its officers withdrew their appeals and the Ontario Land Tribunal closed its case. Refer also to subsequent events, note 19(d).
SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(Expressed in United States Dollars)
(unaudited)
18. Legal Proceedings, (continued)
On June 10, 2024, the Company received a statement of claim from the general contractor, Gillam Construction Group Ltd. ("Gillam"), for the construction of the Hamilton Facility. Gillam also named the Company's two officers as defendants. The Company and its Canadian legal counsel were able to resolve the matter with the Plaintiff with a final settlement of $
19. Subsequent Events
The Company's management has evaluated subsequent events up to the date the interim condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following to be material subsequent events:
(a) On July 28, 2024, the Company's real estate broker listed the Company's two properties located in Hamilton, Ontario, Canada, for sale. On the recommendation of the real estate broker, there was no selling price noted.
(b) On July 29, 2024, the Company reached a settlement of a claim by Gillam for outstanding amounts owing on the construction of the Hamilton Facility. The Company provided Gillam with a 2nd mortgage secured by the property at 520 Nash Road North in Hamilton, Ontario, Canada in the amount of $
(c) On August 13, 2024, the lender’s representative took possession of the Company’s truck and hauling trailer due to outstanding monthly payments since February 7, 2024, described under long-term debt, note 9(c), and removed it from the Belleville Facility to be auctioned.
(d) On August 30, 2024, minutes of settlement were finalized between the City and the Company to settle for an amount of $
(e) On September 5, 2024, one of the Company’s subsidiaries was served with a construction lien on the property at the Belleville Facility in the amount of $
(f) On September 11, 2024, one of the March 2022 Investors filed a default judgement in the amount of $
|
| 26 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this Management's Discussion and Analysis ("MD&A"), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "would," "expect," "intend," "could," "estimate," "should," "anticipate," or "believe," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers should carefully review the risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission on May 15, 2024.
The following MD&A is intended to help readers understand the results of our operation and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Interim Unaudited Financial Statements and the accompanying Notes to Interim Unaudited Financial Statements under Part 1, Item 1 of this Quarterly Report on Form 10-Q.
Growth and percentage comparisons made herein generally refer to the three and six-month periods ended June 30, 2024 compared with the three and six-month periods ended June 30, 2023 unless otherwise noted. Unless otherwise indicated or unless the context otherwise requires, all references in this document to "we, "us, "our," the "Company," and similar expressions refer to SusGlobal Energy Corp., and depending on the context, its subsidiaries.
SPECIAL NOTICE ABOUT GOING CONCERN AUDIT OPINION
OUR AUDITORS ISSUED OPINIONS EXPRESSING SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE IN BUSINESS AS A GOING CONCERN FOR THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022. YOU SHOULD READ THIS QUARTERLY REPORT ON FORM 10-Q WITH THE "GOING CONCERN" ISSUES IN MIND.
This Management's Discussion and Analysis should be read in conjunction with the unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (the "Financial Statements"). The financial statements have been prepared in accordance with generally accepted accounting policies in the United States ("GAAP"). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.
OVERVIEW
The following organization chart sets forth our wholly-owned subsidiaries:
|
| 27 |
On February 4, 2019, the Company registered its common stock, having a par value of $.0001 per share, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and is effective pursuant to General Instruction A.(d).
SusGlobal Energy Corp. ("SusGlobal") was formed by articles of amalgamation on December 3, 2014, in the Province of Ontario, Canada and its executive office is in Toronto, Ontario, Canada, at 200 Davenport Road. Our telephone number is 416-223-8500. Our website address is www.susglobalenergy.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K are all available, free of charge, on our website as soon as practicable after we file the reports with the Securities and Exchange Commission (the "SEC"). SusGlobal Energy Corp., a company in the start-up stages and Commandcredit Corp. ("Commandcredit"), an inactive Canadian public company, amalgamated to continue business under the name of SusGlobal Energy Corp.
On May 23, 2017, SusGlobal filed an Application for Authorization to continue in another Jurisdiction with the Ministry of Government Services in Ontario and a certificate of corporate domestication and certificate of incorporation with the Secretary of State of the State of Delaware under which it changed its jurisdiction of incorporation from Ontario to the State of Delaware (the "Domestication"). In connection with the Domestication each of the currently issued and outstanding common shares were automatically converted on a one-for-one basis into common shares compliant with the laws of the state of Delaware (the "Shares"). As a result of the Domestication, pursuant to Section 388 of the General Corporation Law of the State of Delaware (the "DGCL"), SusGlobal continued its existence under the DGCL as a corporation incorporated in the State of Delaware. The business, assets and liabilities of SusGlobal and its subsidiaries on a consolidated basis, as well as its principal location and fiscal year, were the same immediately after the Domestication as they were immediately prior to the Domestication. SusGlobal filed a Registration Statement on Form S-4 to register the Shares and this registration statement was declared effective by the Securities and Exchange Commission on May 12, 2017.
SusGlobal is a renewables company focused on acquiring, developing and monetizing a global portfolio of proprietary technologies in the waste to energy and regenerative products application.
When the terms "the Company," "we," "us" or "our" are used in this document, those terms refer to SusGlobal Energy Corp., and its wholly-owned subsidiaries, SusGlobal Energy Canada Corp., SusGlobal Energy Canada I Ltd., SusGlobal Energy Belleville Ltd., SusGlobal Energy Hamilton Ltd., and 1684567 Ontario Inc.
On December 11, 2018, the Company began trading on the OTCQB venture market exchange, under the ticker symbol SNRG.
|
| 28 |
As the global amount of organic waste continues to grow, a solution for sustainable global management of these wastes is paramount. SusGlobal through its proprietary technology and processes is equipped and confident to deliver this objective. Management believes renewable energy is the energy of the future. Sources of this type of energy are more evenly distributed over the earth's surface than finite energy sources, making it an attractive alternative to petroleum-based energy. Biomass, one of the renewable resources, is derived from organic material such as forestry, food, plant and animal residuals. SusGlobal can therefore help you turn what many consider waste into precious energy and regenerative products. The portfolio will be comprised of three distinct types of technologies: (a) Process Source Separated Organics ("SSO") in anaerobic digesters to divert from landfills and recover biogas. This biogas can be converted to gaseous fuel for industrial processes, electricity to the grid or cleaned for compressed renewable gas. (b) Maximizing the capacity of existing infrastructure (anaerobic digesters) to allow processing of SSO to increase biogas yield. (c) and (c) process SSO and digestate to produce an organic compost or a pathogen free organic liquid fertilizer. The convertibility of organic material into valuable end products such as biogas, liquid biofuels, organic fertilizers and compost shows the utility of renewables. These products can be converted into electricity, fuels and marketed to agricultural operations that are looking for an increase in crop yields, soil amendment and environmentally-sound practices. This practice also diverts these materials from landfills and reduces Greenhouse Gas Emissions ("GHG") that result from landfilling organic wastes. The Company can provide peace of mind that the full lifecycle of organic material is achieved, global benefits are realized and stewardship for total sustainability is upheld. It is management's objective to grow SusGlobal into a significant sustainable waste to energy and regenerative products provider, as Leaders in The Circular Economy®.
We believe the products and services offered can benefit both the public and private markets. The following includes some of our work managing organic waste streams: Anaerobic Digestion, Dry Digestion, Wastewater Treatment, In-Vessel Composting, SSO Treatment, Biosolids Heat Treatment, Leachate Management, Composting and Liquid Fertilizers.
The Company can provide a full range of services for handling organic residuals in a period where innovation and sustainability are paramount. From start to finish we offer in-depth knowledge, a wealth of experience and cutting-edge technology for handling organic waste.
The primary focus of the services SusGlobal provides includes integrating our technologies with capital investment to optimize the processing of SSO. Our processes not only divert significant organic waste from landfills, but also result in methane avoidance, with significant GHG reductions from waste disposal. The processes produce regenerative products through the conversion of organic wastes into organic fertilizer, both dry compost and liquid.
Currently, the primary customers are municipalities in both rural and urban centers in Ontario, Canada. Where necessary, to follow provincial and local environmental laws and regulations, SusGlobal submits applications to the respective authorities for approval prior to any necessary engineering being carried out.
We are a "smaller reporting company," as defined under SEC Regulation S-K. As such, we also are exempt from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and are subject to less extensive disclosure requirements regarding executive compensation in our periodic reports and proxy statements. We will continue to be deemed a smaller reporting company until (i) our public float exceeds $250 million on the last day of our second fiscal quarter in our prior fiscal year (if our annual revenues exceeded $100 million in such prior fiscal year); or (ii) our public float exceeds $700 million on the last day of our second fiscal quarter in our prior fiscal year (if our annual revenues were less than $100 million in such prior fiscal year).
RECENT BUSINESS DEVELOPMENTS
On August 13, 2024, the lender’s representative took possession of the Company’s truck and hauling trailer due to outstanding monthly payments since February 7, 2024 and removed it from the Belleville Facility to be auctioned.
On July 28, 2024, the Company's real estate broker listed the Company's two properties located in Hamilton, Ontario, Canada, for sale. On the recommendation of the real estate broker, there was no selling price noted.
On July 29, 2024, the Company reached a settlement of a claim by Gillam for outstanding amounts owing on the construction of the Hamilton Facility. The Company provided Gillam with a 2nd mortgage secured by the property at 520 Nash Road North in Hamilton, Ontario, Canada in the amount of $2,191,800 (C$3,000,000), due February 1, 2025. If the mortgage is paid by November 30, 2024, the final payment will be reduced to $2,118,740 (C$2,900,000). If the payment is not made by November 30, 2024, interest will accrue commencing on December 1, 2024 based on the Bank of Nova Scotia prime rate plus 4% annually, calculated daily. In addition, together with the registration of this 2nd mortgage, Gillam will cause the motion for judgement in respect of the constructions liens scheduled for a hearing on July 30, 2024 to be adjourned until after the expiry date. On payment of the 2nd mortgage, Gillam will have the construction liens on the property noted above, to be discharged.
As noted below, the Belleville Facility ceased accepting waste after January 10, 2024 and continues to seek funding or re-financing to remediate the compliance matters in an effort to begin accepting waste again before the end of the current year or early in 2025.
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On May 16, 2024, the Company was informed by its Canadian legal counsel that the City of Belleville, Ontario, Canada (the "City"), issued an order against the Belleville Facility, its numbered company, 1684567 and its officers for the repayment of the cost of pumping out contaminated water from the City's roadside ditch, along with legal and other associated costs. On May 31, 2024, the companies and the officers filed notices of appeal to the Ontario Land Tribunal.
On or around November 27, 2023 and March 6, 2024, the Company experienced an outflow of contaminated water from its stormwater pond at its Belleville Facility, which spilled over into the City of Belleville's roadside ditch and has continued to periodically overflow. The Company is collaborating with its environmental consultants and its Canadian legal counsel to assess the damage caused, remediate this occurrence and report regularly to the Ministry of the Environment, Conservation and Parks from the Province of Ontario (the "MECP").
As a result of an order issued by the Ministry of Labour, Immigration, Training and Skills Development, specifically relating to high ammonia levels in one of the Company's composting buildings, the Company ceased accepting waste after January 10, 2024, to address this and other compliance matters issued by the MECP. The Company also received orders from the MECP to address repairs, the clean-up of unusable waste on site, re-habilitating its stormwater management system and other matters. Management anticipates these matters will take many months to complete, will require significant investment, and are dependent on the Company securing funding. We believe that our operating property, vehicle and equipment had been adequately maintained but will require significant investment to carry out repairs and improvements as ordered by the MECP. This will also include replacement of certain equipment at the Belleville Facility.
Consulting Contracts
The Company entered into an Executive Chairman Consulting Agreement (the "CEO's Consulting Agreement"), by and among the Company, Travellers International Inc. ("Travellers"), and the CEO, who is also a director, the Executive Chairman and President of the Company, effective January 1, 2023 (the "Effective Date"). The CEO's Consulting Agreement replaced the consulting agreement which expired on December 31, 2022.
Pursuant to the terms of the CEO's Consulting Agreement, for his services as the CEO, the compensation was at a rate of $29,224 (C$40,000) per month for twelve (12) months, beginning on the Effective Date, and at a rate of $36,530 (C$50,000) per month for twelve (12) months, beginning January 1, 2024. In addition, the Company agreed to grant the CEO 3,000,000 restricted shares of the Company's common stock, par value of $0.0001 per share (the "Common Stock") on the Effective Date. This common stock was issued on January 3, 2023. The Company has also agreed to reimburse the CEO for certain out-of-pocket expenses incurred by the CEO.
The CEO's Consulting Agreement is for a term of twenty-four (24) months. Upon a Constructive Discharge (as defined in the CEO's Consulting Agreement) and subject to certain notification requirements and the Company's opportunity to cure the Constructive Discharge, the CEO will be entitled to a compensation of twelve (12) months' fees, as well as any bonus compensation owing.
The Company also entered into an Executive Consulting Agreement (the "CFO Consulting Agreement"), by and between the Company and the CFO of the Company, effective January 1, 2023. Pursuant to the terms of the CFO Consulting Agreement, the CFO is entitled to fees of $9,133 (C$12,500) per month for twelve (12). In addition, the Company has also agreed to grant the CFO 100,000 restricted shares of the Company's common stock, par value of $0.0001 per share on the Effective Date. The Company has also agreed to reimburse the CFO for certain out-of-pocket expenses incurred by the CFO. This common stock was issued on January 3, 2023. The CFO's Consulting Agreement replaced the consulting agreement which expired on December 31, 2022.
The CFO's Consulting Agreement is for a term of twelve (12) months. Upon a Constructive Discharge (as defined in the CFO's Consulting Agreement) and subject to certain notification requirements and the Company's opportunity to cure the Constructive Discharge, the CFO will be entitled to a compensation of two (2) months' fees, as well as any bonus compensation owing.
Financings
(a) Securities Purchase Agreements
At June 30, 2024, the Company had and currently has six security purchase agreements outstanding, five of which are in default, with four investors. The outstanding principal balance at June 30, 2024 of the convertible promissory notes was $8,149,227, including accrued interest of $1,806,844 and with a fair value of $11,491,946.
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Please refer to the interim condensed consolidated financial statements, convertible promissory notes, note 11 and fair value measurement, note 12 for details on the convertible promissory notes.
(b) Mortgages
i) On December 1, 2023, this 1st mortgage was renewed with a new maturity date of June 1, 2024 and a fixed interest rate of 13% per annum. On renewal, the 1st mortgage was increased by $304,134 (C$416,280), from $3,799,120 (C$5,200,000) to $4,10,251 (C$5,616,280), to account for increased interest based on the previous variable rate, three months of prepaid interest and a financing fee. The 1st mortgage is secured by the shares held of 1684567, a 1st mortgage on the real property and the organic waste processing and composting facility located at 704 Phillipston Road, Roslin, Ontario, Canada (the "Belleville Facility") and a general assignment of rents. Financing fees on the 1st mortgage totaled $344,342 (C$455,419). As at June 30, 2024 $213,679 (C$292,470) (December 31, 2023-$44,555; C$58,928) of accrued interest is included in accrued liabilities in the interim condensed consolidated balance sheets. In addition, as at June 30, 2024 there is $nil (C$nil) (December 31, 2023-$32,764; C$43,333) of unamortized financing fees included in long-term debt in the interim condensed consolidated balance sheets.
ii) On March 1, 2023, the Company obtained a 2nd mortgage in the amount of $1,095,900 (C$1,500,000) bearing interest at the annual rate of 12%, repayable monthly, interest only with a maturity date of March 1, 2024, secured as noted under paragraph (a)i) above. The Company incurred financing fees of $43,836 (C$60,000). As at June 30, 2024 $32,697 (C$44,754) (December 31, 2023-$11,187; C$14,795) of accrued interest is included in accrued liabilities in the interim condensed consolidated balance sheets. In addition, as at June 30, 2024, there is $nil (C$nil) (December 31, 2023-$7,457 (C$9,863) of unamortized financing fees included in long-term debt in the interim condensed consolidated balance sheets.
iii) On November 2, 2023, the Company completed the purchase of additional land, consisting of a 2.03-acre site in Hamilton, Ontario, Canada for $2,264,860 (C$3,100,000), prior to an additional disbursement of $42,722 (C$58,475) representing land transfer tax. The Company obtained vendor take-back 1st mortgage in the amount of $1,461,200 (C$2,000,000) bearing interest at 7% annually, payable monthly, interest only maturing November 2, 2025. An additional mortgage, as noted below under paragraph (a)iv), was arranged to complete the purchase. As at June 30, 2024 $7,825 (C$10,710) in accrued interest is included in accrued liabilities in the interim condensed consolidated balance sheets.
iv) In connection with the purchase of additional land noted above under paragraph (a)iii) above, a 2nd mortgage was obtained in the amount of $767,130 (C$1,050,000) bearing interest at 13% annually, payable monthly interest only maturing November 2, 2024 and secured by a 3rd mortgage on the property in Belleville, Ontario, Canada. The Company incurred financing fees of $29,224 (C$40,000) and as at June 30, 2024 $9,903 (C$13,554) (December 31, 2023-$20,440; C$27,033) of unamortized financing fees is included in long-term debt in the interim condensed consolidated balance sheets.
v) On December 14, 2023, the Company made arrangements to repay the previous 1st mortgage on the first property purchased in Hamilton, Ontario, Canada on August 17, 2021, for a new 1st mortgage bearing interest at 13% annually, payable monthly, interest only maturing December 14, 2024, in the amount of $1,631,648 ($C2,233,298) with new creditors. The original 1st mortgage was a vendor take back mortgage. The Company incurred financing fees of $75,610 (C$100,000) and as at June 30, 2024, $33,327 (C$45,616) (December 31, 2023-$72,088; C$95,242) of unamortized financing fees is included in long-term debt in the interim condensed consolidated balance sheets.
vi) On April 2, 2024, the Company received funds in the amount of $143,218 (C$196,028) for a $236,558 (C$323,786) 4th mortgage secured by the Belleville Facility bearing interest at 12% annually, payable monthly, interest only maturing October 2, 2024, cross collateralized by a 3rd mortgage secured by the additional land in Hamilton, Ontario, Canada net of unpaid interest, a financing fee $19,726 (C$27,000) and six months of capitalized interest. Further sums totaling $45,736 (C$62,600) were advanced after April 2, 2024, resulting in a balance of $282,294 (C$386,386) at June 30, 2024. This new mortgage will have a principal balance of $301,007 (C$412,000) after the balance of the outstanding amounts were received subsequent to June 30, 2024. As at June 30, 2024, $10,208 (C$13,972) of unamortized financing fees is included in long-term debt in the interim condensed consolidated balance sheets.
For the year three and six-month periods ended June 30, 2024 $282,953 (C$386,939) and $545,064 (C$740,476) (2023-$136,286; C$183,086 and $250,743; C$337,883) respectively, in interest was incurred on the mortgages payable.
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(c) Other Financings
(i) As a result of the COVID-19 virus, the Government of Canada launched the Canada Emergency Business Account (the "CEBA"), a program to ensure that small businesses have access to the capital they need to see them through the current challenges and better position them to quickly return to providing services to their communities and creating employment. The program is administered by Canadian chartered banks and credit unions.
These CEBA loans were repaid on January 9, 2024 and January 11, 2024, in total $51,142 (C$70,000) and $22,242 (C$30,000) was forgiven as outlined in the CEBA term loan agreements. The forgiven amount is recorded under other expenses (income) in the interim condensed consolidated statements of operations and comprehensive loss.
(ii) On April 8, 2021, the Company took delivery of a truck and hauling trailer for a total purchase price of $159,518 (C$218,338) plus applicable harmonized sales taxes. The purchase was financed by a bank term loan of $146,120 (C$200,000), over a forty-eight-month term, bearing interest at 4.95% per annum with monthly blended instalments of principal and interest payments of $3,581 (C$4,901) due April 7, 2025. The last payment made was on February 7, 2024. And, as noted above under recent business developments, on August 13, 2024, the lender’s representative took possession of the truck and hauling trailer and removed it from the Belleville Facility to be auctioned.
For the three and six-month periods ended June 30, 2024, $498 (C$683) and $1,085 (C$1,474) (2023- $1,190; C$1,600 and $1,971; C$2,657) respectively, in interest was incurred.
(d) Financings Related to Obligations Under Capital Lease
There were no new capital leases entered into by the Company during the three and six-month periods ended June 30, 2024.The original terms of the obligations under capital lease outstanding at June 30, 2024 are noted below.
(i) The lease agreement for certain equipment for the Belleville Facility at a cost of $284,678 (C$389,650), is payable in monthly blended installments of principal and interest of $5,006 (C$6,852), plus applicable harmonized sales taxes for a period of fifty-nine months plus an initial deposit of $14,210 (C$19,450) plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of a nominal amount of $73 (C$100) plus applicable harmonized sales taxes on February 27, 2025. The leasing agreement bears interest at the rate of 3.59% annually, compounded monthly, due February 27, 2025.
For the three and six-month periods ended June 30, 2024, $595 (C$814) and $1,153 (C$1,566l) (2023-$931; C$1,249 and $1,983; C$2,672) respectively, in interest was incurred.
The Company is in arrears with payments to the lessor. The last payment made was on January 27, 2024. As a result, on May 24, 2024, the lessor repossessed the equipment.
Operations
The Company owns Environmental Compliance Approvals (the "ECAs") issued by the MECP from the Province of Ontario, in place to accept up to 70,000 metric tonnes ("MT") of waste annually from the provinces of Ontario, Quebec and from New York state, and to operate a waste transfer station with the capacity to process up to an additional 50,000 MT of waste annually. Once built, the location of the waste transfer station will be alongside the Organic and Non-Hazardous Waste Processing and Composting Facility which is currently operating in Belleville, Ontario, Canada.
Waste Transfer Station- Access to the waste transfer station is critical to haulers who collect waste in areas not in close proximity to disposal facilities where such disposal continues to be permitted. Tipping fees charged to third parties at waste transfer stations are usually based on the type and volume or weight of the waste deposited at the waste transfer station, the distance to the disposal site, market rates for disposal costs and other general market factors.
Organic Composting Facility- As noted above, the Company's Belleville Facility, located in Belleville, Ontario Canada, has ECAs in place to accept up to 70,000 MT of waste annually and is currently in operation. Certain assets of the organic waste processing and composting facility, including the ECAs for the waste transfer station (not yet built), were acquired by the Company on September 15, 2017, from the Receiver for Astoria, under the asset purchase agreement (the "APA"). The Company charges tipping fees for the waste accepted at the Belleville Facility based on arrangements in place with the customers and the type of waste accepted. Typical waste accepted includes, SSO, leaf and yard, food, liquid, paper sludge and biosolids. As the Company stopped receiving waste after January 10, 2024, there was no revenue during the three-month period ended June 30, 2024. During the three-month period ended March 31, 2024, tipping fees ranged from $51 (C$69) to $117 (C$159) per MT.
The Company owns a 41,535 square foot facility (approximately 27% complete) on 5.29 acres in Hamilton, Ontario (the "Hamilton Facility"), which includes the additional land purchased November 2, 2023 and which includes an Environmental Compliance Approval to process 65,884 MT per annum of organic waste, 24 hours per day 7 days a week. The Hamilton Facility has been designed to produce, distribute and warehouse the Company's SusGro™ organic liquid fertilizer and other products that are anticipated to be provided under private label and to be sold through big box retailers, consumer lawn and garden suppliers, and for end use to the wine, cannabis and agriculture industries. With the addition of a further 11,000 square feet of office space and R&D labs, the Hamilton Facility will also house the continued development of SusGlobal's proprietary formulations and branded liquid and dry organic fertilizers.
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As noted above, under recent developments, the Hamilton Facility was listed as available for sale on July 29, 2024.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2024, the Company had a bank balance of $7,717 (December 31, 2023-$1,263) and current debt obligations and other current liabilities in the amount of $33,162,594 (December 31, 2023-$30,823,963). As at June 30, 2024, the Company had a working capital deficit of $32,986,136 (December 31, 2023-$30,390,423). The Company does not currently have sufficient funds to satisfy the current debt obligations.
The Company's total assets as at June 30, 2024 were $10,960,797 (December 31, 2023-$11,755,903) and total current liabilities were $33,162,594 (December 31, 2023-$30,823,963). Significant losses from operations have been incurred since inception and there is an accumulated deficit of $42,475,378 as at June 30, 2024 (December 31, 2023 -$38,570,531). Continuation as a going concern is dependent upon generating significant new revenue and generating external capital and securing debt to satisfy its creditors' demands and to achieve profitable operations while maintaining current fixed expense levels.
To pay current liabilities and to fund any future operations, the Company requires significant new funds, which the Company may not be able to obtain. In addition to the funds required to liquidate the $33,162,594 in current debt obligations and other current liabilities, the Company estimates that approximately $10,000,000 must be raised to fund capital requirements and general corporate expenses for the next 12 months.
In the normal course of business, we are exposed to market risks, including changes in interest rates, certain commodity prices and Canadian currency rates. The Company does not use derivatives to manage these risks.
As at June 30, 2024, the current and long-term portions of our debt obligations totaled $21,640,905 (December 31, 2023-$20,447,318). As a result of default and cross defaults, the long-term debt is presented as current debt, even where due beyond twelve months of the balance sheet date.
In addition, up until September 30, 2023, PACE had provided the Company a letter of credit in favor of the MECP in the amount of $202,253 (C$276,831) and, as security, has registered a charge of lease over the Belleville Facility.
The current letter of credit required by the MEC is $465,858 (C$637,637) and now $107,023 (C$146,487), while the Company re-assesses and re-submits it financial assurance to the MECP with the assistance of its environmental consultant. The Company has not yet satisfied this requirement of the MECP.
The letter of credit is a requirement of the MECP and is in connection with the financial assurance provided by the Company for it to be in compliance with the MECPs environmental objectives. The MECP regularly evaluates the Company's organic waste processing and composting facility to ensure compliance is adhered to and the letter of credit is subject to change by the MECP. The Company has engaged an environmental consulting firm to re-evaluate the financial assurance with the MECP which is based on the estimated environmental remediation and clean-up costs for its Belleville Facility. As a result of inspections carried out by the MECP during the prior years, some of which have resulted in MECP orders being issued, the Company has accrued estimated and actual costs for certain corrective measures in orders issued by the MECP $2,220,465 (C$3,039,235) (December 31, 2023-$2,153,214; C$2,847,790).
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CONSOLIDATED RESULTS OF OPERATIONS - FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2024 COMPARED TO THE THREE-MONTH PERIOD ENDED JUNE 30, 2023
| For the three-month periods ended | ||||||
| June 30, 2024 | June 30, 2023 | |||||
| Revenue | $ | - | $ | 153,487 | ||
| Cost of Sales | ||||||
| Opening inventory | - | 60,959 | ||||
| Depreciation | 77,804 | 105,567 | ||||
| Direct wages and benefits | 13,631 | 34,673 | ||||
| Equipment rental, delivery, fuel and repairs and maintenance | 133,548 | 19,422 | ||||
| Utilities | 3,108 | 43,920 | ||||
| Outside contractors | - | - | ||||
| 228,091 | 264,541 | |||||
| Less: closing inventory | - | (64,578 | ) | |||
| Total cost of sales | 228,091 | 199,963 | ||||
| Gross loss | (228,091 | ) | (46,476 | ) | ||
| Operating expenses | ||||||
| Management compensation-stock-based compensation | 54,000 | 57,600 | ||||
| Management compensation-fees | 137,025 | 117,305 | ||||
| Marketing | - | 110,224 | ||||
| Professional fees | 260,291 | 66,105 | ||||
| Interest expense | 305,003 | 139,386 | ||||
| Office and administration | 110,399 | 66,663 | ||||
| Rent and occupancy | 61,495 | 52,549 | ||||
| Insurance | 32,561 | 8,650 | ||||
| Filing fees | 10,040 | 10,833 | ||||
| Amortization of financing costs | 55,388 | 26,571 | ||||
| Directors' compensation | 18,270 | 18,611 | ||||
| Stock-based compensation | - | 196,134 | ||||
| Repairs and maintenance | 11,738 | 1,934 | ||||
| Foreign exchange loss (income) | 148,821 | (239,570 | ) | |||
| Total operating expenses | 1,205,031 | 632,995 | ||||
| Net Loss Before Other Expense | (1,433,122 | ) | (679,471 | ) | ||
| Other Expense | (945,981 | ) | (2,267,307 | ) | ||
| Net Loss | $ | (2,379,103 | ) | $ | (2,946,778 | ) |
As a result of an order issued by the Ministry of Labour, Immigration, Training and Skills Development, specifically relating to high ammonia levels in one of the Company's composting buildings at its Belleville Facility, the Company ceased accepting waste after January 10, 2024, to address this and other compliance matters issued by the MECP. The Company also received orders from the MECP to address repairs, the clean-up of unusable waste on site, re-habilitating its stormwater management system and other matters. Management anticipates these matters will take the balance of the year and into early 2025 to be completed and be able to reopen. This will require significant investment, and is dependent on the Company securing funding, with a focus on equity financing. We believe that our operating property, vehicle and equipment had been adequately maintained but will require significant investment to carry out repairs and improvements as ordered by the MECP. This will also include replacement of certain equipment at the Belleville Facility.
During the three-month period ended June 30, 2024, the Company did not generate any revenue from its Belleville Facility compared to $153,487 in the three-month period ended June 30, 2023. The decrease in revenue is due to the result of not accepting waste after January 10, 2024.
In the typical operation of the Belleville Facility, the Company processes organic and other waste received and produces the end product, compost. The cost of sales totaled $228,091 for the three-month period ended June 30, 2024 compared to $199,963 for the three-month period ended June 30, 2023. These costs include equipment rental, delivery, fuel, repairs and maintenance, direct wages and benefits, depreciation and utilities. These costs include estimates for completing certain known compliance matters as ordered by the MECP.
Operating expenses increased by $572,036 from $632,995 in the three-month period ended June 30, 2023 to $1,205,031 in the three-month period ended June 30, 2024, explained further below.
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Management compensation related to stock-based compensation reduced by $3,600, in the three-month period ended June 30, 2024 compared to the three-month period ended June 30, 2023. The current stock-based compensation reflects the stock-based compensation issued to the CEO as stipulated in his executive consulting contract, effective January 1, 2023. This will be earned throughout the current year, in the amount of $54,000 per quarter. And the management compensation relating to fees increased by $19,720 reflecting the increase in the CEO's compensation for the current year.
Marketing expenses reduced by $110,224, from $110,224 in the three-month period ended June 30, 2023 to $nil for the three-month period ended June 30, 2024, as the Company did not have a marketing campaign during the current period.
Professional fees increased by $194,186, from $66,105 in the three-month period ended June 30, 2023 to $260,291 in the three-month period ended June 30, 2024. The primary reason for the increase is due to additional legal and consulting fees incurred in addressing the orders issued by the MECP and the City of Belleville.
Interest expense increased by $165,617 from $139,386 in the three-month period ended June 30, 2023 to $305,003 in the three-month period ended June 30, 2024. This increase was primarily due to the increase in mortgages in December of 2023, new mortgages on the Hamilton, Ontario, Canada property purchase in November of 2023, a new 4th mortgage on the Belleville Facility and new loans from Haute Inc., in December 2023 and January 2024. These changes along with the new fixed rates on certain mortgages at 12% and 13% annually resulted in an increased interest expense. This was offset by the settlement of the PACE loans in November 2023, resulting in no interest incurred in the current period ending June 30, 204 compared to the interest incurred in the previous period ended June 30, 2023 of $103,218.
Office and administration expenses increased by $43,736, from $66,663 in the three-month period ended June 30, 2023 to $110,399 in the three-month period ended June 30, 2024, primarily from interest and penalties charged on overdue balances.
Rent and occupancy increased by $8,946 from $52,549 in the three-month period ended June 30, 2023 to $61,495 in the three-month period ended June 30, 2024, primarily due to an increase in rent and related expenses for the Company's Toronto, Ontario, Canada office and additional property taxes on the additional land purchased in Hamilton, Ontario, Canada.
Insurance increased by $23,911 from $8,650 in the three-month period ended June 30, 2024 to $32,561 in the three-month period ended June 30, 2024, as the Company continues to accrue for certain coverage which it has not been able to fund currently.
Filing fees decreased nominally by $793, from $10,833 in the three-month period ended June 30, 2023 to $10,040 in the three-month period ended June 30, 2024.
The amortization of financing costs increased by $28,817, from $26,571 in the three-month period ended June 30, 2023 to $55,388 in the three-month period ended June 30, 2024, due to new financing fees incurred on the new or re-financed mortgages in the fourth quarter of 2023, the new loans from Haute Inc., in the fourth quarter of 2023 and January of 2024, along with the new 4th mortgage on the Belleville Facility in the current quarter.
Directors' compensation decreased nominally by $341 from $18,611 in the three-month period ended June 30, 2023 to $18,270 in the three-month period ended June 30, 2024. The decrease is entirely related to the foreign exchange translation applied in the current quarter versus the prior year's quarter.
There was no stock-based compensation in the three-month period ended June 30, 2024, a reduction of $196,134 from the three-month period ended June 30, 2023.
Repairs and maintenance increased by $9,804 from $1,934 in the three-month period ended June 30, 2023 to $11,738 in the three-month period ended June 30, 2024. The increase is primarily related to certain repairs accrued in the Belleville Facility.
The foreign exchange income in the three-month period ended June 30, 2023 in the amount of $239,570 reduced to a loss of $148,821 in the three-month period ended June 30, 2024 a change of $388,391, due primarily to the translation of significant United States dollar denominated transactions and balances during the current period including the convertible promissory notes, compared to the prior period, during a period of a weaking Canadian dollar compared to the United States dollar.
During the current three-month period ended June 30, 2024, the Company recorded a loss on the revaluation of the convertible promissory notes in the amount of $718,436 compared to loss of $2,213,461 in the three-month period ended June 30, 2023. In addition, during the current three-month period ended June 30, 2024, the Company recognized a loss of $227,545 on the loss on settlement of the claim from the general contractor for the construction for the Hamilton Facility. And, in the prior three-month period ended June 30, 2023 the Company incurred a loss of $53,846, on the conversions of a portion of a convertible promissory note. In total, other (expense) income decreased by $1,321,326 in the current three-month period ended June 30, 2024 compared to the prior three-month period ended June 30, 2023.
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CONSOLIDATED RESULTS OF OPERATIONS - FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2024 COMPARED TO THE SIX-MONTH PERIOD ENDED JUNE 30, 2023
| For the six-month periods ended | ||||||
| June 30, 2024 | June 30, 2023 | |||||
| Revenue | $ | 38,575 | $ | 318,174 | ||
| Cost of Sales | ||||||
| Opening inventory | - | 58,695 | ||||
| Depreciation | 156,737 | 213,939 | ||||
| Direct wages and benefits | 31,733 | 75,525 | ||||
| Equipment rental, delivery, fuel and repairs and maintenance | 306,418 | 40,846 | ||||
| Utilities | (2,093 | ) | 56,857 | |||
| Outside contractors | 4,448 | - | ||||
| 497,243 | 445,862 | |||||
| Less: closing inventory | - | (64,578 | ) | |||
| Total cost of sales | 497,243 | 381,284 | ||||
| Gross loss | (458,668 | ) | (63,110 | ) | ||
| Operating expenses | ||||||
| Management compensation-stock-based compensation | 108,000 | 115,200 | ||||
| Management compensation-fees | 276,038 | 233,761 | ||||
| Marketing | 501 | 121,175 | ||||
| Professional fees | 420,678 | 182,793 | ||||
| Interest expense | 590,319 | 359,061 | ||||
| Office and administration | 167,521 | 119,553 | ||||
| Rent and occupancy | 121,825 | 102,742 | ||||
| Insurance | 47,210 | 22,193 | ||||
| Filing fees | 21,177 | 23,290 | ||||
| Amortization of financing costs | 112,904 | 45,395 | ||||
| Directors' compensation | 36,805 | 34,580 | ||||
| Stock-based compensation | - | 530,425 | ||||
| Repairs and maintenance | 11,738 | 21,621 | ||||
| Foreign exchange loss (income) | 474,038 | (247,443 | ) | |||
| Total operating expenses | 2,388,754 | 1,664,346 | ||||
| Net Loss Before Other Expense | (2,847,422 | ) | (1,727,456 | ) | ||
| Other Expense | (1,057,425 | ) | (2,254,494 | ) | ||
| Net Loss | $ | (3,904,847 | ) | $ | (3,981,950 | ) |
As a result of an order issued by the Ministry of Labour, Immigration, Training and Skills Development, specifically relating to high ammonia levels in one of the Company's composting buildings at its Belleville Facility, the Company ceased accepting waste after January 10, 2024, to address this and other compliance matters issued by the MECP. The Company also received orders from the MECP to address repairs, the clean-up of unusable waste on site, re-habilitating its stormwater management system and other matters. Management anticipates these matters will take the balance of the year and into early 2025 to be completed and be able to reopen. This will require significant investment, and is dependent on the Company securing funding, with a focus on equity financing. We believe that our operating property, vehicle and equipment had been adequately maintained but will require significant investment to carry out repairs and improvements as ordered by the MECP. This will also include replacement of certain equipment at the Belleville Facility.
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During the six-month period ended June 30, 2024, the Company generated total revenue of $38,575 from its Belleville Facility compared to $318,174 in the six-month period ended June 30, 2023. The decrease in revenue is primarily due to the result of not accepting waste after January 10, 2024. Revenue in the current period includes $16,468 from the sale of carbon credits compared to $10,300 in the prior period.
In the typical operation of the Belleville Facility, the Company processes organic and other waste received and produces the end product, compost. The cost of sales totaled $497,243 for the six-month period ended June 30, 2024 compared to $381,284 for the six-month period ended June 30, 2023. These costs include equipment rental, delivery, fuel, repairs and maintenance, direct wages and benefits, depreciation, utilities and outside contractors. These costs include estimates for completing certain known compliance matters as ordered by the MECP.
Operating expenses increased by $724,408 from $1,664,346 in the six-month period ended June 30, 2023 to $2,388,754 in the six-month period ended June 30, 2024, explained further below.
Management compensation related to stock-based compensation reduced by $7,200, in the six-month period ended June 30, 2024 compared to the six-month period ended June 30, 2023. The current stock-based compensation reflects the stock-based compensation issued to the CEO as stipulated in his executive consulting contract, effective January 1, 2023. This will be earned throughout the current year, in the amount of $54,000 per quarter. And the management compensation relating to fees increased by $42,277 reflecting the increase in the CEO's compensation for the current year.
Marketing expenses reduced by $120,674, from $121,175 in the six-month period ended June 30, 2023 to $501 for the six-month period ended June 30, 2024, as the Company did not have a marketing campaign during the current period.
Professional fees increased by $237,885, from $182,793 in the six-month period ended June 30, 2023 to $420,678 in the six-month period ended June 30, 2024. The primary reason for the increase is due to additional legal and consulting fees incurred in addressing the orders issued by the MECP and the City of Belleville.
Interest expense increased by $231,258 from $359,061 in the six-month period ended June 30, 2023 to $590,319 in the six-month period ended June 30, 2024. This increase was primarily due to the increase in mortgages in December of 2023, new mortgages on the Hamilton, Ontario, Canada property purchase in November of 2023, a new 4th mortgage on the Belleville Facility and new loans from Haute Inc., in December 2023 and January 2024. These changes along with the new fixed rates on certain mortgages at 12% and 13% annually resulted in an increased interest expense. This was offset by the settlement of the PACE loans in November 2023, resulting in no interest incurred in the current period ending June 30, 204 compared to the interest incurred in the previous period ended June 30, 2023 of $103,218.
Office and administration expenses increased by $47,968, from $119,553 in the six-month period ended June 30, 2023 to $167,521 in the six-month period ended June 30, 2024, primarily from interest and penalties charged on overdue balances.
Rent and occupancy increased by $19,083 from $102,742 in the six-month period ended June 30, 2023 to $121,825 in the six-month period ended June 30, 2024, primarily due to an increase in rent and related expenses for the Company's Toronto, Ontario, Canada office and additional property taxes on the additional land purchased in Hamilton, Ontario, Canada.
Insurance increased by $25,017 from $22,193 in the six-month period ended June 30, 2024, to $47,210 in the six-month period ended June 30, 2024, as the Company continues to accrue for certain coverage which it has not been able to fund currently.
Filing fees decreased nominally by $2,113 from $23,290 in the six-month period ended June 30, 2023 to $21,177 in the six-month period ended June 30, 2024.
The amortization of financing costs increased by $67,509, from $45,395 in the six-month period ended June 30, 2023 to $112,904 in the six-month period ended June 30, 2024, due to new financing fees incurred on the new or re-financed mortgages in the fourth quarter of 2023, the new loans from Haute Inc., in the fourth quarter of 2023 and January of 2024, along with the new 4th mortgage on the Belleville Facility in the current quarter.
Directors' compensation increased nominally by $2,225 from $34,580 in the six-month period ended June 30, 2023 to $36,805 in the six-month period ended June 30, 2024. This was the result of the timing of the new independent director who had not joined the board until mid-way through the first quarter of 2023.
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There was no stock-based compensation in the six-month period ended June 30, 2024, a reduction of $530,425 from the six-month period ended June 30, 2023.
Repairs and maintenance decreased by $9,883 from $21,621 in the six-month period ended June 30, 2023 to $11,738 in the six-month period ended June 30, 2024. The decrease is primarily related to a reduction in repairs accrued in the Belleville Facility.
The foreign exchange income in the six-month period ended June 30, 2023 in the amount of $247,443 reduced to a loss of $474,038 in the six-month period ended June 30, 2024, a change of $721,481, due primarily to the translation of significant United States dollar denominated transactions and balances during the current period including the convertible promissory notes, compared to the prior period, during a period of a weaking Canadian dollar compared to the United States dollar.
During the current six-month period ended June 30, 2024, the Company recorded a loss on the revaluation of the convertible promissory notes in the amount of $852,122 compared to loss of $2,180,135 in the six-month period ended June 30, 2023. In addition, during the current six-month period ended June 30, 2024, the Company recognized a loss of $227,545 on the loss on settlement of the claim from the general contractor for the construction for the Hamilton Facility. And, in the prior six-month period ended June 30, 2023 the Company incurred a loss of $74,359, on the conversions of a portion of a convertible promissory note. In total, other (expense) income decreased by $1,197,069 in the current six-month period ended June 30, 2024 compared to the prior six-month period ended June 30, 2023.
As at June 30, 2024, the Company had a working capital deficit of $32,986,136 (December 31, 2023-$30,390,423), incurred a net loss of $3,904,847 (June 30, 2023-$3,981,950) for the six months ended June 30, 2024 and had an accumulated deficit of $42,475,378 (December 31, 2023-$38,570,531) and expects to incur further losses in the development of its business.
These factors cast substantial doubt as to the Company's ability to continue as a going concern, which is dependent upon its ability to obtain the necessary financing to further the development of its business satisfy its outstanding obligations to its creditors and upon achieving profitable operations. There is no assurance of funding being available or available on acceptable terms. Realization values may be substantially different from carrying values as shown.
The interim condensed consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company was unable to continue as a going concern.
CRITICAL ACCOUNTING ESTIMATES
Use of estimates
The preparation of the Company's consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Areas involving significant estimates and assumptions include: the allowance for doubtful accounts, inventory valuation, useful lives of long-lived and intangible assets, impairment of long-lived assets and intangible assets, valuation of asset acquisition, accruals, fair value of convertible promissory notes, deferred income tax assets and related valuation allowance, environmental remediation costs, stock-based compensation and going concern. Actual results could differ from these estimates. These estimates are reviewed periodically and as adjustments become necessary, they are reported in earnings in the period in which they become available.
Stock-based compensation
The Company records compensation costs related to stock-based awards in accordance with ASC 718, Compensation-Stock Compensation, whereby the Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award. Compensation cost is recognized on a straight-line basis over the requisite service period of the award. Where necessary, the Company utilizes the Black-Scholes option-pricing model to estimate the fair value of stock options granted, which requires the input of highly subjective assumptions including: the expected option life, the risk-free rate, the dividend yield, the volatility of the Company's stock price and an assumption for employee forfeitures. The risk-free rate is based on the U.S. Treasury bill rate at the date of the grant with maturity dates approximately equal to the expected term of the option. The Company has not historically issued any dividends and does not expect to in the near future. Changes in any of these subjective input assumptions can materially affect the fair value estimates and the resulting stock- based compensation recognized. The Company has not issued any stock options and has no stock options outstanding at June 30, 2024.
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Indefinite Asset Impairments
The Company evaluates the intangible assets for impairment annually in the fourth quarter or when triggering events are identified and whether events and circumstances continue to support the indefinite useful life using Level 3 inputs.
Long-Lived Asset Impairments
In accordance with ASC 360, "Property, Plant and Equipment", long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.
The Company evaluates at each balance sheet date whether events or circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the carrying amounts are recoverable. In the event that such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value.
Convertible Promissory Notes
The Company has elected the fair value option to account for its convertible promissory notes issued after December 31, 2020. In accordance with ASC 825, the convertible promissory notes are marked-to-market at each reporting date with changes in fair value recorded as a component of other income (expense), in the interim condensed consolidated statements of operations and comprehensive loss. The Company has elected to include interest expense in the changes in fair value. Transaction costs are incurred as expensed. The Company did not elect the fair value option for the convertible promissory notes issued in 2019. These notes are measured at amortized cost.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
The following section provides a description of new accounting pronouncements ("Accounting Standard Update" or "ASU") issued by the Financial Accounting Standards Board ("FASB") that are applicable to the Company.
EQUITY
As at June 30, 2024, and as at the date of filing, the Company had 125,332,019 common shares issued and outstanding.
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS
The Company has no stock options, warrants or restricted stock units outstanding as at June 30, 2024 and as of the date of this filing.
RELATED PARTY TRANSACTIONS
For the three and six-month periods ended June 30, 2024, the Company incurred $109,620 (C$150,000) and $220,830 (C$300,000) (2023-$89,376; C$120,000 and $178,104; C$240,000) respectively, in management fees expense with Travellers International Inc. ("Travellers"), an Ontario company controlled by a director and the president and chief executive officer (the "CEO"); and $27,405 (C$37,500) and $55,208; C$75,000)(2023-$27,930; C$37,500 and $55,658; C$75,000) respectively, in management fees expense with the Company's chief financial officer (the "CFO"). As at June 30, 2024, unpaid remuneration and unpaid expenses in the amount of $242,252 (C$331,580) (December 31, 2023-$171,733; C$227,130) is included in accounts payable and $190,167 (C$260,289) (December 31, 2023-$138,963; C$183,789) is included in accrued liabilities in the interim condensed consolidated balance sheets.
For the three and six-month periods ended June 30, 2024, the Company incurred $28,434 (C$38,931) and $59,700 (C$81,103) (2023-$26,504; C$35,594 and $50,838; C$68,505) respectively, in rent expense paid under a lease agreement with Haute Inc. ("Haute"), an Ontario company controlled by the CEO. The lease agreement had expired and the Company is currently on a month-to-month arrangement.
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In addition, on January 11, 2024, Travellers converted $101,130 (C$135,600) of outstanding accounts payable (2023-$278,845; C$372,483 of outstanding loans) into 809,044 (2023-1,167,371) common shares of the Company at the closing trading price immediately prior to each conversion. There was no gain or loss on these conversions.
For the independent directors, the Company recorded directors' compensation during the three and six-month periods ended June 30, 2024 of $18,270 (C$25,000) and $36,805 (C$50,000) (2023-$18,611; C$25,000 and $34,580; C$46,597) respectively. In addition, in the prior year, on February 18, 2023, a new independent director was appointed and he was awarded 100,000 common shares of the Company on March 1, 2023 valued at $21,000 based on the closing trading price on the appointed date and included under stock-based compensation in the interim condensed consolidated statements of operations and comprehensive loss. As at June 30, 2024, outstanding directors' compensation of $227,065 (C$310,793) (December 31, 2023-$197,186; C$260,793) is included in accrued liabilities, in the interim condensed consolidated balance sheets.
Pursuant to the terms of the CEO's Consulting Agreement, for his services as the CEO, the compensation is at a rate of $29,576 (C$40,000) per month for twelve (12) months, beginning on the Effective Date, January 1, 2023, and at a rate of $36,970 (C$50,000) per month for twelve (12) months, beginning January 1, 2024. In addition, the Company agreed to grant the CEO 3,000,000 restricted shares of the Company's Common Stock, par value of $0.0001 per share (the "Common Stock") on the Effective Date. The Company has also agreed to reimburse the CEO for certain out-of-pocket expenses incurred by the CEO.
Pursuant to the terms of the CFO's Consulting Agreement for his services as the CFO, the compensation is at a rate of $9,243 (C$12,500) per month for twelve (12) months, beginning on the Effective Date, January 1, 2023. In addition, the Company agreed to grant the CFO 100,000 restricted shares of the Company's Common Stock, par value of $0.0001 per share (the "Common Stock") on the Effective Date. The Company has also agreed to reimburse the CFO for certain out-of-pocket expenses incurred by the CFO. The CFO currently provides his services on a month-to-month basis.
Furthermore, for the three and six-month periods ended June 30, 2024, the Company recognized management stock-based compensation expense of $54,000 and $108,000 (2023-$57,600 and $115,200) respectively, on the common stock issued to the CEO and the CFO, 3,000,000 and 100,000 common stock, respectively, as stipulated in their executive consulting agreements, effective January 1, 2023 valued at the trading price on the Effective Date. The total stock-based compensation on the issuance of the common stock totaled $nil (2023-$446,400). The portion to be expensed for the balance of the consulting agreements, $108,000 (2023-$331,200) is included in prepaid expenses and deposits in the interim condensed consolidated balance sheets.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
As a smaller reporting company, as that term is defined in Item 10(f)(1) of Regulation S-K, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this Quarterly Report on Form 10-Q.
Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Due to inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Based on our evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective. The matters involving internal controls over financial reporting that may be considered material weaknesses included the small size of the Company and the resulting lack of a segregation of duties.
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Notwithstanding these material weaknesses, management has concluded that the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q present fairly, in all material respects, the financial position, results of operations and cash flows in conformity with generally accepted accounting principles.
Changes in Internal Control over Financial Reporting
During the six-month period ended June 30, 2024, there were no changes made by management to its internal controls over financial reporting.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business. Management believes that there are currently no claims or actions pending against us, the ultimate disposition of which would have a material adverse effect on our results of operations, financial condition or cash flows, except as follows:
The Company has a claim against it for unpaid legal fees in the amount of $47,665 (C$65,241). The amount is included in accounts payable on the Company's consolidated balance sheet.
On October 4, 2023, an action was launched by one of the October 2021 Investors, who claimed he was owed $1,300,000 plus accrued interest. The principal balance in the accounts and noted under convertible promissory notes, note 11(a) is $1,800,485 (December 31, 2023-$1,645,337), which is after conversions of $318,100 during 2022 and 2023 and includes accrued interest of $500,485 (December 31, 2023-$345,337). The Company has disclosed the fair value of this convertible promissory note as $2,683,862 (December 31, 2023-$2,404,558). The Company intends to repay the balance owed when it is financially able to do so.
On November 27, 2023 and March 6, 2024, the Company experienced an outflow of leachate impacted water from its stormwater pond into the City of Belleville's roadside ditch. The Company is working with its environmental consultants and its Canadian legal counsel to assess the damage caused, remediate this occurrence and report regularly to the MECP.
The Company has a claim against it for unpaid hydro bills in the amount of $365,521 (C$500,302). The amount is included in accounts payable on the Company's in the interim condensed consolidated balance sheets.
In addition, on November 17, 2023, the Company received an amended claim filed against it from 2023 by Tradigital in the sum of $219,834 in owed fees plus the difference in stock price, 300,000 common shares of the Company, plus attorney fees and expenses. The case went to arbitration on March 11, 2024 and the Company defended its position. On April 4, 2024, the International Centre for Dispute Resolution indicated that no additional evidence is to be submitted and the hearings were declared closed as of April 29, 2024.The tribunal would endeavor to render the final decision within the timeframe provided for in the rules. Management agrees that outstanding fees, which are included in accounts payable in the interim condensed consolidated balance sheets, are only in the amount of $30,000, which was agreed to by the parties in earlier communications and through various e-mail correspondence. In addition, the management has no issue with the outstanding common shares to be provided to the claimant totaling 300,000. Management believes that the additional claim amount of $189,834 is without merit. Of the total of 300,000 common shares, 50,000 have been issued and the remaining 250,000 were previously disclosed as shares to be issued in the consolidated statements of stockholders' deficiency. On April 26, 2024, the arbitrator for this claim awarded Tradigital the sum of $118,170 which had been accrued by the Company as at December 31, 2023 and as at June 30, 2024 and the remaining 250,000 common shares were not required to be issued by the Company.
On April 1, 2024, the Company received notice of a complaint filed against it by one of the March 2022 Investors seeking damages of no less than $4,545,393. The Company had thirty calendar days to respond and on April 30, 2024, the Company was able to extend the time to respond with opposing counsel, a further fifteen days. The Company has been unable to retain counsel to represent it in this matter. The full amount of the complaint has been included in the accounts. On May 21, 2024, the counsel for the plaintiff requested an entry for a default judgement against the Company. On September 11, 2024, this March 2022 Investors filed a default judgement in the amount of $2,848,744. In addition, pre-judgement interest was granted in the amount of $87,414 at the rate of 10% per annum on the principal balance from May 22, 2024 through September 11, 2024. On the filing of this default judgement, the March 2022 Investor removed two causes of action previously filed in their complaint which the Company received notice of on April 1, 2024 and accrued for accordingly. These two causes of action totaled $2,250,000 and will be adjusted during the next interim filing.
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On May 16, 2024, the Company was informed by its Canadian legal counsel that the City issued an order against the Belleville Facility, its numbered company, 1684567 and its officers for the repayment of the cost of pumping out contaminated water from the City's roadside ditch, along with legal and other associated costs. On May 31, 2024, the companies and the officers filed notices of appeal to the Ontario Land Tribunal. The Company and its Canadian legal counsel are in discussions with the legal representatives from the City, to come to a resolution before any action by the Ontario Land Tribunal. On August 30, 2024, minutes of settlement were finalized between the City and the Company to settle for an amount of $94,978 (C$130,000) ten days following the sale of the Hamilton Facility. There are certain events of default, including not meeting the timeline set above and if the sale of the Hamilton Facility does not occur before January 31, 2025, would result in the actual cost incurred by the City to be paid by the Company. The actual costs noted in the minutes of settlement totaled $140,633 (C$192,490). In addition, in connection with the minutes of settlement, the Company and its officers subsequently withdrew their appeals with the Ontario Land Tribunal on September 4, 2024, and the Ontario Land Tribunal closed their case.
On June 10, 2024, the Company received a statement of claim from the general contractor, Gillam Construction Group Ltd. ("Gillam"), for the construction of the Hamilton Facility. Gillam also named the Company's two officers as defendants. The Company and its Canadian legal counsel were able to resolve the matter with the Plaintiff with a final settlement of $2,118,740 (C$2,900,000) if paid on or before November 30, 2024. The settlement reached was over and above the original amount included in the accounts of the Company as at June 30, 2024 and prior periods as construction had ceased in June of 2022. The Company has provided for this excess in the amount of $225,845 (C$309,122) as a loss on settlement.
On July 29, 2024, the Company reached a settlement of a claim by Gillam for outstanding amounts owing on the construction of the Hamilton Facility. The Company provided Gillam with a 2nd mortgage secured by the property at 520 Nash Road North in Hamilton, Ontario, Canada in the amount of $2,191,800 (C$3,000,000), due February 1, 2025. If the mortgage is paid by November 30, 2024, the final payment will be reduced to $2,118,740 (C$2,900,000). If the payment is not made by November 30, 2024, interest will accrue commencing on December 1, 2024 based on the Bank of Nova Scotia prime rate plus 4% annually, calculated daily. In addition, together with the registration of this 2nd mortgage, Gillam will cause the motion for judgement in respect of the constructions liens scheduled for a hearing on July 30, 2024 to be adjourned until after the expiry date. On payment of the 2nd mortgage, Gillam will have the construction liens on the property noted above, to be discharged.
On September 5, 2024, one of the Company’s subsidiaries was served with a construction lien on the property at the Belleville Facility in the amount of $166,507 (C$227,904) representing outstanding accounts payable for environmental services provided by the contractor.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the six-month period ended June 30, 2024, the Company issued the following shares for non-cash proceeds:
(i) 809,044 common shares were issued on the conversion of related party debt.
The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.
Item 3. Defaults upon Senior Securities.
Refer to Financings (a) Securities Purchase Agreements page 29.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
Not Applicable.
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Item 6. Exhibits.
The following exhibits are filed as part of this quarterly report on Form 10-Q:
| * | Filed herewith |
| ** | Management contract or compensatory plan or arrangement |
| + | In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SUSGLOBAL ENERGY CORP. | ||
| September 27, 2024 | By: | /s/ Marc Hazout |
| Marc Hazout | ||
| Executive Chairman, President and Chief Executive Officer | ||
September 27, 2024 | By: | /s/ Ike Makrimichalos |
| Ike Makrimichalos | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
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Gillam Group
36 Northland Road
Unit 3
Toronto, ON
M4B 3E4
July 29, 2024
SusGlobal Energy Canada 1 Ltd
200 Davenport Road
Toronto, ON M5R 1J2
Dear Sirs:
|
Re: |
Gillam Construction Group Ltd. (the "Lender") mortgage loan to SusGlobal Energy Canada 1 Ltd. (the "Borrower") regarding 520 Nash Road North, Hamilton, ON (the "Property") |
This letter agreement sets out the terms and condition of the mortgage loan between the Lender and the Borrower, as follows:
1. Purpose(s) of Loan:
The purpose of the loan (the "Loan") is to settle certain claims between the Borrower and the Lender in the amount of three million dollars ($3,000,000) (the "Loan Amount").
2. Loan Amount:
During the Term (as defined in Section 3 below) the Loan Amount will, in no event, exceed three million dollars ($3,000,000). However, during the period up to and including November 30, 2024, the principal amount of the Loan shall be deemed to be two million, nine hundred thousand dollars ($2,900,000) for purposes of repayment by the Borrower. The principal amount of the Loan shall automatically be deemed to be three million dollars ($3,000,000) on December 1, 2024, if the Loan has not been paid in full before such date.
3. Term:
The term of the Loan (the "Term") will be a fixed period of six (6) months and four (4) days, commencing on July 29, 2024 (the "Commencement Date") and expiring on February 1, 2025 (the "Term Expiry Date").
4 Interest Rate:
From and including the Commencement Date up to and including November 30, 2024, the Loan shall be interest free. From and including December 1, 2024 up to and including the Term Expiry Date, interest will accrue on the principal amount outstanding from time to time under the Loan and until the Loan is paid in full, at a variable rate per annum equivalent to four percent (4.0%) over the Bank of Nova Scotia Prime Rate as varied from time to time, (such resulting rate to be referred to as the "Interest Rate"), calculated daily, not in advance, both before and after default and judgment, with interest on overdue interest at the same rate. The Bank of Nova Scotia Prime Rate means the annual rate of interest announced from time to time by the Bank of Nova Scotia as its reference rate of interest then in effect for determining interest rates on Canadian Dollars denominated commercial loans in effect during that period of time, as determined by the Lender, effective on the 1st and 16th day of each month.
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5. Payment:
From and including December 1, 2024 and up to the Term Expiry Date, interest only, calculated at the Interest Rate, will be due and payable in arrears, with the first payment of interest to be due and payable on or before January 1, 2025 and subsequent payments to be due and payable monthly on or before the first day of each successive month thereafter. The principal and accrued and unpaid interest will be due on or before the Term Expiry Date.
6 Prepayment Privilege:
The Loan will be fully open and prepayment in full (but not in part) can be made at any time. Up to and including November 30, 2024, the Borrower can prepay the Loan upon remittance of two million, nine hundred thousand dollars ($2,900,000) to the Lender. From and including December 1, 2024 and thereafter through the Term, the Borrower can prepay the Loan upon remittance of three million dollars ($3,000,000) plus accrued interest to the Lender. There shall be no additional fees or costs payable by the Borrower under this Loan, except as expressly set forth above.
7. Security:
The Loan will be secured by a mortgage to the Lender to be registered as the second mortgage on title to the Property in the principal amount of $3,000,000 (the "Mortgage") to secure the Loan Amount and all liabilities and indebtedness of the Borrower to the Lender, to include, without limitation, a general assignment to the Lender of leases and rents of and from the Property as collateral security to the Mortgage.
8. Insurance:
The Borrower will arrange and maintain throughout the Term and until all indebtedness under the Loan has been repaid in full:
(a) owner's all risks insurance on the Property in an amount equal to the full replacement value of the Property, and
(b) liability insurance in form and amount acceptable to the Lender.
All policies will insure against risks as are normally insured against and against such other risks as the Lender may reasonably require. All policies will name the Lender as additional loss payee, second Mortgagee, and will contain a standard mortgage clause in favour of the Lender. The Borrower will, prior to the Commencement Date and thereafter from time to time, at the request of the Lender, deliver certified copies of such policies or certificates of insurance, as may be required by the Lender. All insurance policies will be in such form and with insurers as are acceptable to the Lender, acting reasonably. Without limiting the generality of the foregoing, the policies will each contain an undertaking by the insurer that no material change adverse to the Borrower, or the Lender will be made and each of the policies will not lapse or be cancelled or not be renewed except after not less than 30 days' prior written notice to the Lender of the intended change, lapse, cancellation or non-renewal. The policies will also each contain a waiver of any breach of warranty clause such that the policies will not be invalidated with respect to the interest of the Lender by reason of the breach or violation of any warranties, representations, declarations or conditions contained in the policies.
9. Non-Merger and Conflict:
The terms of this letter will not merge with the Security and any other security or documentation delivered by the Borrower whether any of the same is delivered prior to, contemporaneous with or following the acceptance of the terms of this letter. In the event of conflict between the terms of this letter and any of the Security and any other security or documentation delivered by the Borrower, the terms of this letter will prevail to the extent of such conflict.
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10. Covenants and Default:
The Borrower agrees that in the event of any change in the control of the Borrower without the prior written consent of the Lender, the Lender may, at its option, at any time thereafter, demand immediate repayment of the indebtedness then outstanding under the Loan. Any default by the Borrower under any other indebtedness affecting the Property will also constitute default by the Borrower hereunder and the Lender may, at its option, at any time thereafter, demand immediate repayment of the indebtedness then outstanding under the Loan.
11. Assignment:
No right or interest of the Borrower or Lender under this letter is assignable in any manner whatsoever.
12. Acceptance:
The terms of this letter must be accepted by the Borrower on or before 5:00pm Toronto time on July 29, 2024, failing which this letter will be deemed to have been withdrawn without further notice. Acceptance of the within terms is to be communicated by completion of the acknowledgement at the bottom of this letter and by delivery of a copy of the same to the attention of Mr. Marcus Gillam, which copy may be delivered electronically.
13. Existing Liens
The Borrower and Lender acknowledge that no advance of monies is being made under the Loan. The Mortgage is additional security being granted by the Borrower to the Lender in respect of the following construction liens and related certificates of action registered against title to the Property (collectively, the "Construction Liens"):
a. Instrument no. WE1616130, registered June 28, 2022, being a construction lien in the principal amount of $294,470 in favour of Muia Steel Ltd. ("Muia") and related Certificate of Action registered August 10, 2022 as Instrument no. WE1626196;
b. Instrument no. WE1616984, registered June 30, 2022, being a construction lien in the principal amount of $748,990 in favour of Mattina Mechanical Limited ("Mattina"), and related Certificate of Action registered August 22, 2022 as Instrument no. WE1628772;
c. Instrument no. WE1619302, registered July 11, 2022, being a construction lien in the principal amount of $223,752 in favour of Kraun Electric Inc. ("Kraun"), and related Certificate of Action registered August 24, 2022 as Instrument no. WE1629265; and
d. Instrument no. WE1634466, registered September 19, 2022, being a construction lien in the principal amount of $2,590,877 in favour of the Lender, and related Certificate of Action registered December 15, 2022 as Instrument no. WE1651400.
Promptly following registration of the Mortgage, the Lender shall cause the motion for judgment in respect of the Construction Liens under court file no. CV-22-00080372-0000, currently scheduled for hearing on July 30, 2024, to be adjourned until after the Term Expiry Date. The Lender also agrees to forbear from exercising its rights and remedies against the Borrower under the Construction Liens until the earlier to occur of (i) the Term Expiry Date, or (ii) a default by the Borrower under this Loan.
Concurrent with receipt of payment by the Borrower of the principal amount secured by the Mortgage (together with any associated interest, if repaid following December 1, 2024), the Lender shall cause the Construction Liens to be discharged from title to the Property and shall cause the full cessation and adjournment of any related actions and court proceedings in respect of the Construction Liens.
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The Lender represents and warrants to the Borrower that (i) it has taken an assignment of a 100% interest in the Muia, Mattina, and Kraun Construction Liens from Muia, Mattina, and Kraun, respectively, and (ii) it has full right, power, and authority to deal with the Muia, Mattina, and Kraun Construction Liens, including to cause a discharge of such Construction Liens and cessation of court proceedings pursuant to the terms of this Agreement.
14. Revocation:
Acceptance of this letter and must occur on or before 5:00pm Toronto, time on July 29, 2024, failing which the approval of the Loan will be deemed to have been revoked and withdrawn without notice by the Lender, in which event the terms of this letter will be of no further effect and the Borrower will be responsible for all costs and expenses incurred by the Lender in relation to the Loan and the matters referred to in this letter, including the fees and disbursements of its counsel, consultants and agents.
Yours truly,
GILLAM CONSTRUCTION GROUP LTD.
| Per: |  |
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| Name: | Craig Lesurf | |
| Title: | President |
This will acknowledge that the above terms and conditions are agreed to and accepted as of July 29, 2024.
BORROWER:
SUSGLOBAL ENERGY CANADA 1 LTD.
| Per: |  |
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| Name: | Marc Hazout | |
| Title: | President and CEO | |
| I have authority to bind the corporation. | ||
Exhibit 31.1
CERTIFICATION
I, Marc Hazout, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of SusGlobal Energy Corp. (the "Company"); |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
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4. |
The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and |
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5. |
The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the Company's board of directors: |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize, and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. |
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Date: September 27, 2024 |
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By: |
/s/ Marc Hazout |
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Marc Hazout |
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Executive Chairman, President and Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Ike Makrimichalos, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of SusGlobal Energy Corp. (the "Company"); |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
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4. |
The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and |
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The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the Company's board of directors: |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize, and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. |
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Date: September 27, 2024 |
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By: |
/s/ Ike Makrimichalos |
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Ike Makrimichalos |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Marc Hazout, the Chief Executive Officer of SusGlobal Energy Corp. (the "Registrant"), and Ike Makrimichalos, the Chief Financial Officer of the Registrant, each hereby certifies that, to the best of his knowledge:
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The Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2024, to which this Certification is attached as Exhibit 32.1 (the "Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and |
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition of the Registrant at the end of the period covered by the Report and results of operations of the Registrant for the periods covered by the Report. |
Date: September 27, 2024
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By: |
/s/ Marc Hazout |
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Marc Hazout |
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Chief Executive Officer |
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(Principal Executive Officer) |
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By: |
/s/ Ike Makrimichalos |
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Ike Makrimichalos |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |