
DYNAMOTIVE ENERGY SYSTEMS CORPORATION
Unaudited Interim Consolidated Financial Statements
For the six months ended June 30, 2007
(In U.S. Dollars)
NOTICE TO READER
The financial statements of Dynamotive Energy Systems Corporation and the accompanying interim consolidated balance sheet as at June 30, 2007 and the interim consolidated statements of loss, deficit and cash flows for the six months period then ended are the responsibility of the Company’s management. These consolidated financial statements have not been reviewed on behalf of the shareholders by the independent external auditors of the Company.
The interim consolidated financial statements have been prepared by management and include the selection of appropriate accounting principles, judgments and estimates necessary to prepare these financial statements in accordance with Canadian generally accepted accounting principles.
Dynamotive Energy Systems Corporation |
|
Unaudited Consolidated Balance Sheets |
(expressed in U.S. dollars) |
| | June 30, | | | December 31, | |
| | 2007 | | | 2006 | |
| | (Unaudited) | | | (Audited) | |
| | $ | | | $ | |
| | | | | | |
ASSETS | | | | | | |
Current | | | | | | |
Cash and cash equivalents | | 1,499,561 | | | 9,346,534 | |
Accounts receivable | | 376,046 | | | 474,903 | |
Government grants receivable | | 770,107 | | | 1,087,910 | |
Prepaid expenses and deposits | | 457,934 | | | 467,413 | |
Total current assets | | 3,103,648 | | | 11,376,760 | |
Capital assets | | 44,424,058 | | | 26,362,390 | |
Patents | | 264,493 | | | 253,912 | |
Long term deferred asset[Note 4] | | 927,339 | | | — | |
Other assets | | 110,385 | | | 100,637 | |
TOTAL ASSETS | | 48,829,923 | | | 38,093,699 | |
| | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | |
Current | | | | | | |
Accounts payable and accrued liabilities[Note 5] | | 9,114,523 | | | 6,438,287 | |
Total current liabilities | | 9,114,523 | | | 6,438,287 | |
Long term debt[Note 4] | | 381,459 | | | — | |
Deferred revenue[Note 6] | | 370,000 | | | 520,000 | |
Total liabilities | | 9,865,982 | | | 6,958,287 | |
| | | | | | |
Non-controlling interest | | 1,892,384 | | | 1,354,923 | |
Shareholders’ equity | | | | | | |
Share capital | | 94,974,171 | | | 85,127,873 | |
Shares to be issued[Note 7c] | | 1,075,461 | | | 1,741,339 | |
Contributed surplus | | 18,445,685 | | | 16,800,527 | |
Cumulative translation adjustment | | 2,417,351 | | | (789,471 | ) |
Deficit | | (79,841,111 | ) | | (73,099,779 | ) |
Total shareholders’ equity | | 37,071,557 | | | 29,780,489 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ | | | | | | |
EQUITY | | 48,829,923 | | | 38,093,699 | |
The accompanying notes are an integral part of these financial statements
Approved by: | | | |
“R. Andrew Kingston” | President & CEO | “Richard C. H. Lin” | Chairman |
2
Dynamotive Energy Systems Corporation |
|
Unaudited Consolidated Statements Of Loss |
(expressed in U.S. dollars) |
| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | | | | Restated | | | | | | Restated | |
| | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Marketing and business development | | 348,524 | | | 357,041 | | | 694,752 | | | 929,639 | |
Research and development | | 616,446 | | | 1,055,022 | | | 1,510,167 | | | 2,075,872 | |
General and administrative expenses | | 2,576,956 | | | 1,947,055 | | | 4,670,695 | | | 3,497,973 | |
Depreciation and amortization | | 34,374 | | | 32,090 | | | 64,580 | | | 55,600 | |
Interest expense | | 2,606 | | | 153,051 | | | 2,659 | | | 422,353 | |
Exchange (gain) loss | | 54,322 | | | 346,355 | | | 37,679 | | | 247,119 | |
| | 3,633,228 | | | 3,890,614 | | | 6,980,532 | | | 7,228,556 | |
Loss from operations | | (3,633,228 | ) | | (3,890,614 | ) | | (6,980,532 | ) | | (7,228,556 | ) |
| | | | | | | | | | | | |
Interest and other income | | 36,116 | | | 134,765 | | | 115,350 | | | 174,813 | |
Loss before non-controlling interest | | (3,597,112 | ) | | (3,755,849 | ) | | (6,865,182 | ) | | (7,053,743 | ) |
| | | | | | | | | | | | |
Non-controlling interest | | 94,876 | | | — | | | 123,850 | | | — | |
Net loss for the period | | (3,502,236 | ) | | (3,755,849 | ) | | (6,741,332 | ) | | (7,053,743 | ) |
Weighted average number of common | | | | | | | | | | | | |
shares outstanding | | 185,378,751 | | | 151,402,079 | | | 181,511,983 | | | 141,707,917 | |
| | | | | | | | | | | | |
Basic and diluted loss per common share | | | | | | | | | | | | |
Share for operations for the period | | 0.02 | | | 0.02 | | | 0.04 | | | 0.05 | |
The accompanying notes are an integral part of these financial statements.
Unaudited Consolidated Statements Of Deficit
(expressed in U.S. dollars)
| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | | | | Restated | | | | | | Restated | |
| | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Deficit, beginning of period | | (76,338,875 | ) | | (62,145,291 | ) | | (73,099,779 | ) | | (58,847,397 | ) |
Loss for the period | | (3,502,236 | ) | | (3,755,849 | ) | | (6,741,332 | ) | | (7,053,743 | ) |
Deficit, end of period | | (79,841,111 | ) | | (65,901,140 | ) | | (79,841,111 | ) | | (65,901,140 | ) |
See accompanying notes
3
Dynamotive Energy Systems Corporation |
|
Unaudited Consolidated Statements Of Cashflow |
(expressed in U.S. dollars) |
| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | | | | Restated | | | | | | Restated | |
| | $ | | | $ | | | $ | | | $ | |
OPERATING ACTIVITIES | | | | | | | | | | | | |
Loss for the period | | (3,502,236 | ) | | (3,755,849 | ) | | (6,741,332 | ) | | (7,053,743 | ) |
Add items not involving cash: | | | | | | | | | | | | |
Depreciation and amortization | | 34,374 | | | 32,090 | | | 64,580 | | | 55,600 | |
Interest-accretion on convertible loan | | — | | | 51,927 | | | — | | | 233,017 | |
Stock based compensation | | 711,293 | | | 1,217,082 | | | 1,546,547 | | | 2,525,334 | |
Non-controlling interest | | (94,876 | ) | | — | | | (123,850 | ) | | — | |
Translation (gain) loss | | 54,322 | | | 346,355 | | | 37,679 | | | 247,119 | |
Net change in non-cash working capital balances | | | | | | | | | | | | |
related to operations[Note 9] | | 2,108,902 | | | (2,571,868 | ) | | 2,206,164 | | | (2,092,914 | ) |
Cash used in operating activities | | (688,221 | ) | | (4,680,263 | ) | | (3,010,212 | ) | | (6,085,587 | ) |
| | | | | | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | | | | | |
Increase (Decrease) in long term loan | | 353,017 | | | (830,013 | ) | | 353,017 | | | (830,013 | ) |
Increase in Joint-Venture deposit received | | — | | | — | | | — | | | 500,000 | |
Contribution received from joint venture | | 500,000 | | | — | | | 500,000 | | | — | |
Decrease (increase) in government grants receivable | | 396,621 | | | 261,583 | | | 396,621 | | | (851,226 | ) |
Increase (decrease) in deferred revenue | | — | | | (50,000 | ) | | — | | | 350,000 | |
Share capital issued | | 3,149,866 | | | 7,520,531 | | | 9,095,471 | | | 20,345,039 | |
Shares to be issued | | — | | | 3,362,448 | | | 2,506 | | | 3,353,139 | |
Cash provided by financing activities | | 4,399,504 | | | 10,264,549 | | | 10,347,615 | | | 22,866,939 | |
| | | | | | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | | | | | |
Increase in patent costs | | — | | | (6,599 | ) | | — | | | (10,234 | ) |
Increase in long term deferred assets | | (859,000 | ) | | — | | | (859,000 | ) | | — | |
Purchase of capital assets (net of government grants) | | (5,858,324 | ) | | (539,010 | ) | | (14,518,912 | ) | | (1,701,073 | ) |
Decrease in restricted cash | | — | | | — | | | — | | | 172,813 | |
Cash used in investing activities | | (6,717,324 | ) | | (545,609 | ) | | (15,377,912 | ) | | (1,538,494 | ) |
| | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | | | | | | | | | | | | |
from operations | | (3,006,041 | ) | | 5,038,677 | | | (8,040,509 | ) | | 15,242,858 | |
Effects of foreign exchange rate changes on cash | | 118,508 | | | (18,796 | ) | | 193,536 | | | 46,176 | |
Increase (decrease) in cash and cash equivalents | | | | | | | | | | | | |
during the period | | (2,887,533 | ) | | 5,019,881 | | | (7,846,973 | ) | | 15,289,034 | |
Cash and cash equivalents, beginning of period | | 4,387,094 | | | 11,697,621 | | | 9,346,534 | | | 1,428,468 | |
Cash and cash equivalents, end of period | | 1,499,561 | | | 16,717,502 | | | 1,499,561 | | | 16,717,502 | |
The accompanying notes are an integral part of these financial statements.
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Dynamotive Energy Systems Corporation | |
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Notes to Consolidated Financial Statements (Unaudited) |
|
Six Months Ended June, 2007 and 2006 | (in U.S. dollars) |
1. DESCRIPTION OF BUSINESS
In this Report, unless the context otherwise requires, the terms the "Company" and "Dynamotive" refer to Dynamotive Energy Systems Corporation and its subsidiaries. The Company is listed on the over-the-counter bulletin board (OTCBB) under the symbol: DYMTF.OB. The executive office of the Company is Suite 230 – 1700 West 75thAvenue, Vancouver, British Columbia, Canada V6P 6G2 (Telephone: 1-604-267-6000).
Dynamotive was incorporated on April 11, 1991 under the laws of the Province of British Columbia. The Company changed its name from Dynamotive Technologies Corporation on June 26, 2001. Dynamotive is focused on the development of innovative energy solutions on its patented fast pyrolysis system. The Company’s focus is to commercialize its patented BioOil production technology and establish this technology for production of BioOil clean fuels.
Dynamotive Energy Systems Corporation (the “Company” and or “Dynamotive”) is commercializing a biomass-to-liquid fuel conversion using a process known as “Fast Pyrolysis” which uses biomass or biomass waste feedstocks to produce BioOil as a fuel and char. BioOil is a clean, renewable fuel which can replace natural gas, diesel and other fossil fuels in certain applications to produce power, mechanical energy and heat in industrial boilers, fuel gas turbines and fuel reciprocating engines. The Company aims to unleash significant amounts of energy production, in the form of BioOil fuels, based upon utilization of abundant biomass waste streams from agricultural and forest operations and other post-industrial biomass residues. The process of biomass to energy conversion is sustainable, renewable and greenhouse gas neutral, and competes with other renewable energy sources such as wind, hydro and solar. One significant advantage of biomass energy over other renewable forms of energy, is that biomass is capable of delivering energy on a 24/7 basis, whereas wind, hydro and solar energy sources are all subject to natural weather fluctuations.
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Dynamotive Canada Inc., federally incorporated under the laws of Canada; Dynamotive Corporation, incorporated under the laws of Rhode Island, U.S.A.; Dynamotive USA Inc. incorporated under the laws of Delaware, U.S.A.; Dynamotive Latinoamericana S.A., incorporated under the laws of Buenos Aires, Argentina; First Resources Corporation, incorporated under the laws of British Columbia, Canada. In addition, the Company maintains an 80% ownership interest in Dynamotive Europe Limited, formally known as Dynamotive Technologies (UK) Ltd, incorporated in the United Kingdom and owns a 99.98% interest in the West Lorne BioOil Co-Generation LP, formed under the laws of Ontario, Canada. Dynamotive Canada Inc. acts as the General Partner of the Limited Partnership, which operates the West Lorne BioOil and electricity generation plant.
The Company also holds a 51% interest of Dynamotive Biomass Resource Corporation, incorporated under the laws of British Columbia, Canada, which the Company has determined to be a variable interest entity (see also Note 11).
These financial statements have been prepared on the going concern basis, which presumes the Company will be able to realize its assets and discharge its liabilities in the normal course of operations for the foreseeable future.
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Dynamotive Energy Systems Corporation | |
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Notes to Consolidated Financial Statements (Unaudited) |
|
Six Months Ended June, 2007 and 2006 | (in U.S. dollars) |
2. UNAUDITED INTERIM FINANCIAL STATEMENTS
The unaudited balance sheet at June 30, 2007 and the unaudited interim statements of loss and deficit and cash flows for the six-month periods ended June 30, 2007 and 2006, in the opinion of management, have been prepared on the same basis as the audited consolidated financial statements of the Company for the year ended December 31, 2006. These interim financial statements include all adjustments necessary for the fair statement of results of the interim periods. The data disclosed in the notes to the interim consolidated financial statements for this period are also unaudited. Results for the six months ended June 30, 2007 are not necessarily indicative of the results to be expected for the full year. These interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements for the year ended December 31, 2006, and the summary of significant accounting policies included therein.
The accounts of the Company and its consolidated subsidiaries are measured using the Canadian dollar as the functional currency. Monetary items denominated in foreign currencies are translated into Canadian dollars using exchange rates in effect at the balance sheet date and non-monetary items are translated using historical exchange rates. Exchange gains or losses arising on the translation or settlement of foreign currency denominated monetary items are included in the determination of net income.
The Company uses the U.S. dollar as the reporting currency for its consolidated financial statements. Assets and liabilities are translated into U.S. dollars using current exchange rates in effect at the balance sheet date and revenue and expense accounts are translated using the average exchange rate during the six months. Gains and losses resulting from this process are recorded in shareholders’ deficit as an adjustment to the cumulative translation adjustment account.
3. CHANGES IN ACCOUNTING POLICIES
On January 1, 2007, the Company adopted two new accounting standards issued by the Canadian Institute of Chartered Accountants (“CICA”); Section 3855, “Financial instruments – recognition and measurement”, and Section 1530, “Comprehensive income”. These standards were adopted on a prospective basis and as such, prior periods have not been restated.
a) Financial instruments - recognition and measurement
CICA Handbook Section 3855 requires that all financial assets, except those classified as held to maturity and derivative financial instruments, must be measured at fair value. All financial liabilities must be measured at fair value when they are classified as held for trading; otherwise, they are measured at amortized cost. For the period ended June 30, 2007, the adoption of this policy had no material impact.
b) Comprehensive income
Under CICA Handbook Section 1530, comprehensive income is the change in the Company’s net assets that results from transactions, events and circumstances from sources other than the Company’s shareholders and includes items that would not normally be included in the statement of operations such as unrealized gains or losses on available-for-sale investments. The impact of the adoption of this new section did not have a significant effect on the consolidated financial statements.
6
Dynamotive Energy Systems Corporation | |
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Notes to Consolidated Financial Statements (Unaudited) |
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Six Months Ended June, 2007 and 2006 | (in U.S. dollars) |
4. LONG TERM DEFERRED ASSET
In April 2007 the Company entered into amended agreements with Erie Flooring and Wood Products (“Erie”) regarding the supply by Erie of wood to the West Lorne BioOil plant over the next 12 years at no charge and the provision of char from the BioOil plant to Erie at no charge. In relation to these agreements, Dynamotive agreed to pay for the purchase and installation of a char based boiler system and related char delivery infrastructure. As at June 30, 2007, the Company has purchased $927,339 of the equipment on behalf of Erie of which $381,459 will be paid to Erie in equal monthly payments plus 8% interest, over the next 10 years (Long term debt). The asset will be amortized over the life of the wood supply contract.
5. GUARANTEE PROVIDED BY DYNAMOTIVE
In 2001, Border Biofuels Limited (“BBL”) a company 75% owned by Dynamotive, entered into a credit facility with Bank of Scotland for a maximum of $401,220 (£200,000). The credit facility is denominated in British Pounds Sterling. Interest is charged at the bank’s base rate plus 3%. The credit facility is guaranteed by the Company. During 2002 BBL became insolvent. If the Bank is unable to realize on its security with BBL, it has the right to seek settlement from the Company for payment. Although there is currently no indication that the Bank will pursue the Company, the Company has recognized the full amount of the guarantee as a current liability and included the impact as part of the 2002 (December) loss from discontinued operations. As BBL remains in liquidation at June 30, 2007, there has been no change in status regarding the settlement of the credit facility.
6. DEFFERED REVENUE
In 2006, the Company received a total of $950,000 in payments from three unrelated companies as licensing fees. $500,000 from Rika Ltd. as payment for a Master License to develop project opportunities in the Ukraine and the Baltic republics using Dynamotive’s patented pyrolysis technology; $150,000 from Classic Power Inc. as an initial payment on a Plant License for Guelph, Ontario, Canada; $200,000 from Renewable Oil Corporation Pty Ltd. (“ROC”) for a Master License to develop project opportunities in Australia and $100,000 from ROC as a deposit on an initial plant license.
Deferred revenue is net of $330,000 advanced to entities controlled by Rika Ltd. and a $250,000 long-term investment in ROC (a $150,000 increase during the second quarter).
All the above funds are non-refundable and have been recorded as deferred revenue.
7
Dynamotive Energy Systems Corporation | |
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Notes to Consolidated Financial Statements (Unaudited) |
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Six Months Ended June, 2007 and 2006 | (in U.S. dollars) |
7. SHARE CAPITAL
[a] Authorized share capital
The Company’s authorized capital consists of an unlimited number of common shares with no par value and unlimited Class A preferred shares with no par value each having attached special rights and restrictions. No preferred shares were issued and outstanding at June 30, 2007.
[b] Issued and outstanding share capital
| | June 30, 2007 | | | December 31, | |
| | | | | 2006 | |
| | $ | | | $ | |
| | | | | | |
Issued and outstanding | | | | | | |
Common Shares 187,360,254 [December 31, 2006 | | 94,974,171 | | | 85,127,873 | |
–171,765,776] | | | | | | |
| | | | | Number of | |
Common Share Issuance Summary for the Period | | $ | | | Shares | |
| | | | | | |
Share Capital, December 31, 2006 | | 85,127,873 | | | 171,765,776 | |
Private placement issued for cash, net of finder’s fee | | 3,442,647 | | | 3,779,402 | |
Share issued from exercised of option for cash | | 430,983 | | | 934,166 | |
Share issued from exercised of warrants for cash | | 4,736,437 | | | 9,801,597 | |
Share issued for commercial services | | 1,236,231 | | | 1,079,313 | |
| | | | | | |
Share Capital, June 30, 2007 | | | | | | |
Common shares without par value | | 94,974,171 | | | 187,360,254 | |
[c] Shares to be issued
At June 30, 2007, the Company has 1,220,817 common shares to be issued which are comprised of:
(i) 382,613 common shares which are to be issued to senior management, directors and non-employees for services rendered under compensation arrangements with a fair value of $372,425;
(ii) 838,204 common shares which are to be issued to directors and officers as bonuses with a fair value of $700,530; and
(ii) Nil common shares relating to a private placement commenced during the first quarter of 2007 to raise funding of up to $3.5 million, nil common shares are related to exercise of warrants and nil common shares are related to exercise of options. At June 30, 2007, the Company has received an overpayment of $2,506 in cash for these shares to be issued.
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Dynamotive Energy Systems Corporation | |
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Notes to Consolidated Financial Statements (Unaudited) |
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Six Months Ended June, 2007 and 2006 | (in U.S. dollars) |
7. SHARE CAPITAL (CONT’D)
[d] Stock options
At June 30, 2007, the following stock options to Directors, employees and others were outstanding:
| Options Outstanding | | Options Exercisable |
| Number | Weighted- | Weighted- | Number | Weighted- |
Range of | Outstanding | Average | Average | Outstanding | Average |
Exercise | at June 30, | Remaining | Exercise | at June 30, | Exercise |
Prices | 2007 | Contractual | Price | 2007 | Price |
| | Life | | | |
| | | | | |
$0.20 - $0.23 | 4,735,617 | 6.27 years | $0.21 | 4,735,617 | $0.21 |
$0.33 - $0.50 | 8,943,500 | 5.06 years | $0.47 | 8,863,500 | $0.47 |
$0.58 - $0.90 | 383,750 | 1.86 years | $0.58 | 383,750 | $0.58 |
$1.00 - $1.35 | 1,353,000 | 3.01 years | $1.17 | 465,500 | $1.20 |
$1.50 - $1.60 | 872,500 | 2.13 years | $1.59 | 872,500 | $1.59 |
| 16,288,367 | | | 15,320,867 | |
From time to time, the Company has provided incentives in the form of share purchase options to the Company’s directors, officers, employees and others. The Company has reserved 28,104,038 (15%) of common shares for issuance upon the exercise of stock options of which at June 30, 2007, 11,815,617 are available to be granted. The exercise price and the vesting terms of the options are determined by the Compensation Committee. The exercise price will generally be at least equal to the market price of the common shares at the date of the grant. Stock options granted are also subject to certain vesting provisions as determined by the Compensation Committee.
Stock option transactions for the respective periods and the number of stock options outstanding are summarized as follows:
| | No. Common | | | Weighted Average | |
| | Shares Issuable | | | Exercise Price | |
Balance, December 31, 2006 | | 16,889,533 | | | 0.50 | |
Options granted | | 1,133,000 | | | 0.95 | |
Options forfeited or expired | | (800,000 | ) | | 0.92 | |
Options exercised | | (934,166 | ) | | 0.46 | |
Balance, June 30, 2007 | | 16,288,367 | | | 0.51 | |
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Dynamotive Energy Systems Corporation | |
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Notes to Consolidated Financial Statements (Unaudited) |
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Six Months Ended June, 2007 and 2006 | (in U.S. dollars) |
7. SHARE CAPITAL (CONT’D)
[e] Common share purchase warrants
At June 30, 2007 the common share purchase warrants outstanding were as follows:
| No. of Common | Exercise | |
| Shares Issuable | Price | Expiration Date |
Series Q Warrants | 374,195 | $0.20 | August 31, 2008 |
Series R Warrants | 500,000 | $0.20 | August 31, 2008 |
Series S Warrants | 11,651,824 | $0.47 to $2.06 | July 29, 2007 – June 1, 2009 |
Series U Warrants | 946,348 | $0.46 to $0.53 | September 22, 2008 – January 21, 2009 |
Total | 13,472,367 | | |
Summary of warrants exercised and issued during the three month period ending June 30, 2007:
| | Number of Common Shares Issuable | | |
| | via Warrants | via Warrants | via Warrants | | |
| | Issued during | exercised | cancelled | | |
| | the 6-month | during the 6- | during the 6- | | |
| | Period | month Period | month Period | | |
| at December | ending June | ending June | ending June | at June 30, | |
| 31, 2006 | 30, 2007 | 30, 2007 | 30, 2007 | 2007 | Exercise Price |
Series Q Warrants | 3,545,203 | — | (3,108,266) | (62,742) | 374,195 | $0.20 |
Series R Warrants | 2,500,000 | — | (1,680,000) | (320,000) | 500,000 | $0.20 |
Series S Warrants | 19,286,163 | 1,081,621 | (5,013,331) | (3,702,629) | 11,651,824 | $0.47 to $2.06 |
Series U Warrants | 946,348 | — | — | — | 946,348 | $0.46 to $0.53 |
| 26,277,714 | 1,081,621 | (9,801,597) | (4,085,371) | 13,472,367 | |
[f] Stock appreciation rights
In 1998, the Company established a stock appreciation rights plan whereby the participants will be entitled to require the Company to redeem the stock appreciation rights (“SA Rights”) for an amount equal to the excess of the market value of the underlying common shares over the initial value of the SA Right at the date of grant. The SA Rights have vested as the Company achieved stock value targets as defined in the agreement.
The Company also has the right to redeem the SA Rights at its option under certain circumstances. The Company has the sole exclusive election to redeem the SA Rights in cash, shares or in a combination of cash and shares. The number of SA Rights that can be granted under the plan until December 31, 2008 cannot exceed 2,500,000.
There were 300,000 SA Rights with an initial value of $0.40 outstanding at December 31, 2006 and June 30, 2007. These SA Rights will expire on December 31, 2008.
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Dynamotive Energy Systems Corporation | |
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Notes to Consolidated Financial Statements (Unaudited) |
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Six Months Ended June, 2007 and 2006 | (in U.S. dollars) |
7. SHARE CAPITAL (CONT’D)
[g] Contributed surplus
The following is a continuity of contributed surplus for the respective periods:
| | Contributed | |
| | Surplus | |
| | $ | |
Balance, December 31, 2005 | | 13,047,158 | |
Escrow shares cancelled/forfeited | | 247,368 | |
Loss on sale of subsidiary | | 420,400 | |
Stock-based compensation expense | | 3,085,601 | |
Balance, December 31, 2006 | | 16,800,527 | |
Stock-based compensation expense | | 1,645,158 | |
Balance, June 30, 2007 | | 18,445,685 | |
8. RELATED PART TRANSACTIONS
The transactions with related parties are in the normal course of operations and are recorded at amounts established and agreed between the related parties. The Company had the following transactions with related parties during the period:
Consulting fees and salaries of $475,473 for the quarter (2006 - - $264,139) have been accrued and paid to Directors (or companies controlled by Directors) of the Company. Included in the amount above, is $61,668 (2006 - $ nil) paid by stock based compensation. For the six month period ended June 30, 2007, consulting fees and salaries of $781,910 (2006 - $525,252) have been accrued and paid to Directors (or companies controlled by Directors) of the Company. Included in the amount above, is $65,571 (2006 - $ nil) paid by stock based compensation.
The amounts due from/to related parties, which are non-interest bearing, unsecured and due on demand, are comprised of the following:
| | 2007 | | | 2006 | |
| | $ | | | $ | |
Receivable | | | | | | |
Due from directors and officers | | 35,306 | | | 4,851 | |
| | | | | | |
Payable | | | | | | |
Due to directors and officers | | 1,845,326 | | | 635,162 | |
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Dynamotive Energy Systems Corporation | |
| |
Notes to Consolidated Financial Statements (Unaudited) |
|
Six Months Ended June, 2007 and 2006 | (in U.S. dollars) |
9. SUPPLEMENTARY CASH FLOW INFORMATION
Components of changes in non-cash balances related to operations are:
| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | | | | (restated) | | | | | | (restated) | |
| | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Account receivable | | 495,391 | | | 61,860 | | | 132,341 | | | (172,101 | ) |
Prepaid expenses and deposits | | (188,282 | ) | | (128,985 | ) | | 41,001 | | | (48,258 | ) |
Accounts payable and accrued liabilities | | 1,801,793 | | | (2,504,743 | ) | | 2,032,822 | | | (1,872,555 | ) |
| | 2,108,902 | | | (2,571,868 | ) | | 2,206,164 | | | (2,092,914 | ) |
10. SEGMENTED FINANCIAL INFORMATION
In 2007 and 2006, the Company has only one reportable segment, BioOil Power Generation. The BioOil Power Generation segment relates to the biomass-to-energy technology. Substantially all of the Company’s operations and assets are in Canada and are solely focused on the development and commercialization of its Fast Pyrolysis technology. BioOil Power Generation is a biomass-to-energy technology that converts low value forest waste and agricultural by-products into BioOil for use in power generation or other industrial energy purposes.
All of the loss for the six month periods ended June 30, 2007 ($6,741,332) and June 30, 2006 ($7,053,743) is attributable to the BioOil segment.
11. SUBSEQUENT EVENT
In July 2007, the Company entered into a share exchange agreement with Pendana Limited BVI (“Pendana”), whereby Pendana has agreed to sell 49% (490,000 common shares) of Dynamotive Biomass Resource Corporation (“DBRC”) in consideration of the issuance of 2,000,000 common shares of the Company. 2,000,000 common shares having a deemed value of $1.00 per share were issued to Pendana in early August 2007. Subsequent to this transaction the Company owns 100% of the shares of DBRC.
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