UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019March 31, 2020

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to________________to ________________

Commission file number 000-56024

SUSGLOBAL ENERGY CORP.
(Exact name of registrant as specified in its charter)

Delaware

38-4039116

(State or other jurisdiction of incorporation or organization)

(I. R. S. Employer Identification No.)

organization)

  

200 Davenport Road

M5R 1J2

Toronto, ON

 

(Address of principal executive offices)

(Zip Code)

416-223-8500
(Registrant's telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

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.
Yes [X]      No [  ]


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).
Yes [X]      No [  ]


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

[  ]

Non-accelerated filer     [X]

[X]

Smaller reporting company  [X]

[X]

(Do not check if a smaller reporting company)

Emerging growth company  [X]

[X]

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. [X]

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).
Yes [  ]      No [X]

The number of shares of the registrant's common stock outstanding as of August 14, 2019May 15, 2020 was 43,218,94864,859,127 shares.


SusGlobal Energy Corp.
INDEX TO FORM 10-Q
For the Three and Six-Month Periods Ended June 30, 2019 and 2018

SusGlobal Energy Corp.

INDEX TO FORM 10-Q

For the Three-Month Periods Ended March 31, 2020 and 2019


Part I

FINANCIAL INFORMATION

 

Item 1

Financial Statements

4

Item 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

23

Item 3

Quantitative and Qualitative Disclosures About Market Risk

4436

Item 4

Controls and Procedures

4436

Part II

OTHER INFORMATION

4537

Item 1

Legal Proceedings

4537

Item 1A

Risk Factors

4537

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

4537

Item 3

Defaults Upon Senior Securities

4537

Item 4

Mine Safety Disclosures

4537

Item 5

Other Information

4538

Item 6

Exhibits

4638



SUSGLOBAL ENERGY CORP.
CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019 and 2018

(Expressed in United States Dollars)

CONTENTS

SUSGLOBAL ENERGY CORP.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2020 and 2019

(Expressed in United States Dollars)

CONTENTS


Interim Condensed Consolidated Balance Sheets

5

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss

6

Interim Condensed Consolidated Statements of Stockholders' Deficit

7

Interim Condensed Consolidated Statements of Cash Flows

8

Notes to the Interim Condensed Consolidated Financial Statements

9-239-22



SusGlobal Energy Corp.
Interim Condensed Consolidated Balance Sheets

SusGlobal Energy Corp.

Interim Condensed Consolidated Balance Sheets

As at March 31, 2020 and December 31, 2019

(Expressed in United States Dollars)

(unaudited)


As at June 30, 2019 and December 31, 2018
(Expressed in United States Dollars)
(unaudited)

 

March 31,

 

 

December 31,

 

 

June 30, 2019

 

 

December 31, 2018

 

 

2020

 

 

2019

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

25,140

 

$

42,711

 

$

15,002

 

$

7,926

 

Restricted cash-funds held in trust (note 6)

 

390,138

 

 

467,798

 

Trade receivables

 

157,322

 

 

129,981

 

 

173,791

 

 

121,276

 

Government remittances receivable

 

17,925

 

 

-

 

 

31,745

 

 

38,578

 

Other receivables

 

13,808

 

 

20,624

 

Inventory

 

24,738

 

 

18,550

 

 

4,071

 

 

5,389

 

Prepaid expenses and deposits

 

33,109

 

 

23,172

 

 

30,609

 

 

46,028

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

258,234

 

 

214,414

 

 

659,164

 

 

707,619

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible Assets (note 7)

 

235,926

 

 

135,189

 

 

219,237

 

 

237,271

 

Long-lived Assets, net (note 8)

 

4,906,405

 

 

3,361,110

 

 

4,574,406

 

 

4,762,453

 

Long-Term Assets

 

5,142,331

 

 

3,496,299

 

 

4,793,643

 

 

4,999,724

 

Total Assets

$

5,400,565

 

$

3,710,713

 

$

5,452,807

 

$

5,707,343

 

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

 

 

 

 

 

 

Current Liabilities
Accounts payable (note 9)

$

951,664

 

$

958,313

 

Government remittances payable

 

68,695

 

 

35,187

 

Accrued liabilities (notes 9, 10, 12, 13 and 14)

 

648,165

 

 

487,592

 

Advance

 

-

 

 

3,255

 

Deferred revenue

 

16,214

 

 

9,239

 

Current portion of long-term debt (note 10)

 

3,533,565

 

 

3,859,401

 

Current portion of obligations under capital lease (note 11)

 

440,364

 

 

218,069

 

Convertible promissory notes (note 12)

 

1,485,673

 

 

1,406,029

 

Mortgage payable (note 13)

 

1,811,669

 

 

1,934,276

 

Loans payable to related party (note 14)

 

70,490

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts payable (note 10)

$

618,956

 

$

353,728

 

Government remittances payable

 

-

 

 

35,169

 

Accrued liabilities (notes 10, 13 and 15)

 

713,443

 

 

646,003

 

Current portion of long-term debt (note 11)

 

3,844,309

 

 

3,727,778

 

Current portion of obligations under capital lease (note 12)

 

90,933

 

 

81,109

 

Convertible promissory notes (note 13)

 

1,248,299

 

 

-

 

Mortgage payable (note 14)

 

1,301,161

 

 

-

 

Loans payable to related parties (note 15)

 

57,308

 

 

201,575

 

Total Liabilities

 

9,026,499

 

 

8,911,361

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

7,874,409

 

 

5,045,362

 

 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

 

 

Obligations under capital lease (note 12)

 

172,176

 

 

207,599

 

 

 

 

 

 

 

Total Long-term Liabilities

 

172,176

 

 

207,599

 

Total Liabilities

 

8,046,585

 

 

5,252,961

 

Stockholders' Deficiency

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $.0001 par value, 10,000,000 authorized, none issued and outstanding
Common stock, $.0001 par value, 150,000,000 authorized, 42,484,531 (2018- 40,299,531) shares issued and outstanding (note 16)

 

4,250

 

 

4,031

 

Preferred stock, $.0001 par value, 10,000,000 authorized, none issued and outstanding
Common stock, $.0001 par value, 150,000,000 authorized, 60,501,830 (2019- 51,784,504) shares issued and outstanding (note 15)

 


6,052

 

 


5,180

 

Additional paid-in capital

 

7,180,841

 

 

5,754,260

 

 

8,525,946

 

 

7,450,091

 

Subscriptions payable

 

-

 

 

4,600

 

Subscription payable

 

7,250

 

 

-

 

Stock compensation reserve

 

665,000

 

 

1,330,000

 

 

-

 

 

1,000,000

 

Accumulated deficit

 

(10,337,807

)

 

(8,554,312

)

 

(12,204,787

)

 

(11,449,497

)

Accumulated other comprehensive loss

 

(158,304

)

 

(80,827

)

Accumulated other comprehensive income (loss)

 

91,847

 

 

(209,792

)

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' deficiency

 

(2,646,020

)

 

(1,542,248

)

 

(3,573,692

)

 

(3,204,018

)

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficiency

$

5,400,565

 

$

3,710,713

 

$

5,452,807

 

$

5,707,343

 

Going concern (note 2)

 

 

 

 

 

 

 

 

 

 

 

 

Commitments (note 17)

 

 

 

 

 

 

Commitments (note 16)

 

 

 

 

 

 

Subsequent events (note 18)      

The accompanying notes are an integral part of these interim condensed consolidated financial statements.


SusGlobal Energy Corp.
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
For the three and six-month periods ended June 30, 2019 and 2018
(Expressed in United States Dollars)
(unaudited)

 

 

For the three-month periods ended

 

 

For the six-month periods ended

 

 

June 30, 2019

 

 

June 30, 2018

 

 

June 30, 2019

 

  June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

$

381,834

 

$

227,423

  $

 

634,972

  $

360,144

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Sales

 

 

 

 

 

 

 

 

 

 

 

Opening inventory

 

26,409

 

 

67,210

 

 

18,550

 

53,964

 

Depreciation

 

101,072

 

 

98,268

 

 

196,826

 

192,311

 

Direct wages and benefits

 

59,667

 

 

44,049

 

 

109,032

 

84,108

 

Equipment rental, delivery, fuel and repairs and maintenance

 

104,916

 

 

26,158

 

 

204,482

 

61,198

 

Utilities

 

32,695

 

 

9,688

 

 

60,226

 

31,888

 

Outside contractors

 

4,597

 

 

12,837

 

 

4,702

 

16,681

 

 

 

329,356

 

 

258,210

 

 

593,818

 

440,150

 

Less: closing inventory

 

(24,738

)

 

(115,733

)

 

(24,738

)

(115,733

)

Total cost of sales

 

304,618

 

 

142,477

 

 

569,080

 

324,417

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

77,216

 

 

84,946

 

 

65,892

 

35,727

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Management compensation-stock- based

 

 

 

 

 

 

 

 

 

 

 

compensation (note 10)

 

332,500

 

 

1,582,500

 

 

665,000

 

1,665,000

 

Management compensation-fees (note 10)

 

80,740

 

 

83,584

 

 

161,978

 

173,758

 

Marketing

 

(33,323

)

 

-

 

 

246,677

 

-

 

Professional fees

 

72,269

 

 

76,220

 

 

206,971

 

137,042

 

Interest expense (notes 9, 10, 11, 12, 13, 14 and 15)

 

 150,407

 

 

 91,779

 

 

 255.430

 

 177,019

 

Office and administration

 

46,380

 

 

12,501

 

 

113,944

 

63,585

 

Rent and occupancy (note 10)

 

34,820

 

 

34,716

 

 

59,061

 

68,917

 

Insurance

 

13,951

 

 

15,466

 

 

28,010

 

30,585

 

Filing fees

 

16,414

 

 

3,581

 

 

29,097

 

10,039

 

Amortization of financing costs

 

53,768

 

 

-

 

 

65,765

 

-

 

Directors' compensation (note 10)

 

9,748

 

 

774

 

 

12,700

 

1,565

 

Repairs and maintenance

 

2,493

 

 

10,760

 

 

4,754

 

18,769

 

Total operating expenses

 

780,167

 

 

1,911,881

 

 

1,849,387

 

2,346,279

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

(702,951

)

 

(1,826,935

)

 

(1,783,495

)

(2,310,552

)

Other comprehensive (loss) income

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange (loss) gain

 

(49,972

)

 

(7,300

)

 

(77,477

)

21,014

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

$

(752,923

)

$

(1,834,235

) $

 

(1,860,972

) $

(2,289,538

)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share-basic and diluted

$

(0.02

)

$

(0.05

) $

 

(0.04

) $

(0.06

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding- basic and diluted

 

42,460,795

 

 

39,090,613

 

 

41,879,559

 

38,824,909

 

SusGlobal Energy Corp.

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss

For the three-month periods ended March 31, 2020 and 2019

(Expressed in United States Dollars)

(unaudited)

                For the three-month periods ended 
  March 31,  March 31, 
  2020  2019 
       
Revenue$350,197 $253,138 
       
Cost of Sales      
Opening inventory 5,389  18,550 
Depreciation 113,109  95,754 
Direct wages and benefits 76,183  49,365 
Equipment rental, delivery, fuel and repairs and maintenance 61,302  99,566 
Utilities 38,277  27,531 
Outside contractors 3,573  105 
  297,833  290,871 
Less: closing inventory (4,071) (26,409)
Total cost of sales 293,762  264,462 
       
Gross profit (loss) 56,435  (11,324)) 
       
Operating expenses      
Management compensation-stock- based      
compensation (note 9) -  332,500 
Management compensation-fees (note 9) 51,357  81,238 
Marketing 2,917  280,000 
Professional fees 81,448  134,702 
Interest expense and default amounts (notes 9, 10, 11, 12, 13 and 14) 312,291  105,023 
Office and administration  55,685  58,182 
Rent and occupancy (note 9) 28,297  24,241 
Insurance 18,179  14,059 
Filing fees 13,880  12,683 
Amortization of financing costs 92,538  11,997 
Directors' compensation (note 9) (1,420) 2,952 
Repairs and maintenance 6,458  2,261 
Foreign exchange loss 150,095  9,382 
Total operating expenses 811,725  1,069,220 
       
Net loss (755,290) (1,080,544)
Other comprehensive income (loss)      
Foreign exchange gain (loss) 301,639  (27,505)
       
Comprehensive loss$(453,651)$(1,108,049)
       
Net loss per share-basic and diluted$(0.01)$(0.03)
       
Weighted average number of common shares outstanding- basic and diluted 57,441,740  41,291,864 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.


SusGlobal Energy Corp.
Interim Condensed Consolidated Statements of Changes in Stockholders' Deficiency

SusGlobal Energy Corp.

Interim Condensed Consolidated Statements of Changes in Stockholders' Deficiency

For the three-month periods ended March 31, 2020 and 2019

(Expressed in United States Dollars)

(unaudited)


For the three and six-month periods ended June 30, 2019 and year ended December 31, 2018
(Expressed in United States Dollars)
(unaudited)

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Number of

 

 

Common

 

 

Paid-

 

 

Share

 

 

Stock

 

 

Accumulated

 

 

Other

 

 

Stockholders'

 

 

 

Shares

 

 

Shares

 

 

in Capital

 

 

Subscriptions 

 

 

Compensation

 

 

Deficit

 

 

Comprehensive

 

 

Deficiency

 

 

 

 

 

 

 

 

 

 

 

 

Payable

 

 

Reserve

 

 

 

 

 

Loss

 

 

 

 

Balance - December 31, 2017

 

37,393,031

 

$

3,740

 

$

3,576,111

 

$

178,200

 

$

330,000

 

$

(4,660,296

)

$

(148,093

)

$

(720,338

)

Shares issued for proceeds previously received

 

190,000

 

 

19

 

 

178,181

 

 

(178,200

)

 

-

 

 

-

 

 

-

 

 

-

 

Shares issued on vesting of 2017 stock award

 

2,000,000

 

 

200

 

 

1,329,800

 

 

-

 

 

(330,000

)

 

-

 

 

-

 

 

1,000,000

 

Shares issued for private placement, net of share issue costs

 

696,500

 

 

70

 

 

650,170

 

 

-

 

 

-

 

 

-

 

 

-

 

 

650,240

 

Shares issued to director

 

20,000

 

 

2

 

 

19,998

 

 

-

 

 

-

 

 

-

 

 

-

 

 

20,000

 

Stock compensation expensed on vesting of stock award

 

-

 

 

-

 

 

-

 

 

-

 

 

1,330,000

 

 

-

 

 

-

 

 

1,330,000

 

Proceeds received for shares yet to be issued

 

-

 

 

 

 

 

- -

 

 

4,600

 

 

-

 

 

-

 

 

-

 

 

4,600

 

Other comprehensive income

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

67,266

 

 

67,266

 

Net loss

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(3,894,016

)

 

-

 

 

(3,894,016

)

Balance - December 31, 2018

 

40,299,531

 

 

4,031

 

 

5,754,260

 

 

4,600

 

 

1,330,000

 

 

(8,554,312

)

 

(80,827

)

 

(1,542,248

)

Shares issued for proceeds previously received

 

5,000

 

 

1

 

 

4,599

 

 

(4,600

)

 

-

 

 

-

 

 

-

 

 

-

 

Shares issued on vesting of 2018 stock award

 

2,000,000

 

 

200

 

 

1,329,800

 

 

-

 

 

(1,330,000

)

 

-

 

 

-

 

 

-

 

Shares issued for professional services

 

100,000

 

 

10

 

 

52,990

 

 

-

 

 

-

 

 

-

 

 

-

 

 

53,000

 

Shares issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

to directors

 

80,000

 

 

8

 

 

39,192

 

 

 

-

 

-

 

 

 

-

 

 

-

 

39,200

 

Stock compensation expensed on vesting of stock awards

 

-

 

 

-

 

 

-

 

 

-

 

 

665,000

 

 

-

 

 

-

 

 

665,000

 

Other comprehensive loss

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(77,477

)

 

(77,477

)

Net loss 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(1,783,495

)

 

-

 

 

(1,783,495

)

Balance-June 30, 2019

 

42,484,531

 

$

4,250

 

$

7,180,841

 

$

-

 

$

665,000

 

$

(10,337,807

)

$

(158,304

)

$

(2,646,020

)

  Number of
Shares
  Common
Shares
  Additional
Paid- in
Capital
  Share
Subscriptions
Payable
  Stock
Compensation
Reserve
  Accumulated
Deficit
  Accumulated Other
Comprehensive
Income (Loss)
  Stockholders'
Deficiency
 
Balance-December 31, 2019 51,784,504 $5,180 $7,450,091 $- $1,000,000 $(11,449,497)$(209,792)$(3,204,018)
Shares issued on vesting of 2019 stock award 1,000,000  100  999,900  -  (1,000,000) -  -  - 
Shares issued for conversion of debt to equity 7,717,326  772  75,955  -  -  -  -  76,727 
Conversion of debt to equity on shares yet to be issued -  -  -  7,250  -  -  -  7,250 
Other comprehensive loss -  -  -  -  -  -  301,639  301,639 
Net loss -  -  -  -  -  (755,290) -  (755,290)
Balance-March 31, 2020 60,501,830 $6,052 $8,525,946 $7,250 $- $(12,204,787)$91,847 $(3,573,692)
                         
Balance-December 31, 2018 40,299,531  4,031  5,754,260  4,600  1,330,000  (8,554,312))  (80,827))  (1,542,248)) 
Shares issued for proceeds previously received 5,000  1  4,599  (4,600) -  -  -  - 
Shares issued on vesting of 2018 stock award 1,000,000  100  999,900  -  (1,000,000) -  -  - 
Shares issued for professional services 100,000  10  52,990  -  -  -  -  53,000 
Stock compensation expensed on vesting of stock awards -  -  -  -  332,500  -  -  332,500 
Other comprehensive loss -  -  -  -  -  -  (27,505  (27,505)
Net loss -  -  -  -  -  (1,080,544) -  (1,080,544)
Balance-March 31, 2019 41,404,531 $4,142 $6,811,749 $- $662,500 $(9,634,856)$(108,332)$(2,264,797)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.


SusGlobal Energy Corp.
Interim Condensed Consolidated Statements of Cash Flows
SusGlobal Energy Corp. 
Interim Condensed Consolidated Statements of Cash Flows 
For the three-month periods ended March 31, 2020 and 2019 
(Expressed in United States Dollars) 
(unaudited)  
  
  For the three-month period ended
March 31, 2020
  For the three-month period ended
March 31, 2019
 
Cash flows from operating activities      
Net loss$(755,290)$(1,080,544)
Adjustments for:      
Depreciation 114,374  97,701 
Amortization of intangible assets 551  50 
Amortization of operating right-of-use asset -  3,663 
Non-cash professional fees on conversion of debt 1,416  - 
Amortization of financing fees 92,538  11,997 
Stock-based compensation -  332,500 
Shares issued for professional services -  53,000 
Changes in non-cash working capital:      
Trade receivables (66,262) 31,239 
Government remittances receivable 3,777  4,435 
Other receivables 5,358  - 
Inventory 912  (7,511)
Prepaid expenses and deposits 12,179  (87,561)
Accounts payable 78,407  37,207 
Government remittances payable 38,518  (34,591)
Accrued liabilities 218,222  (29,316)
Deferred revenue 8,188  - 
Net cash used in operating activities (247,112) (667,731)
Cash flows from investing activities      
Purchase of intangible assets (2,574) (10,777 
Purchase of long-lived assets (i) (50,352)   
Net cash used in investing activities (52,926) (10,777)
Cash flows from financing activities      
Bank indebtedness -  4,055 
Repayments of advance (3,147) - 
Repayment of long-term debt -  (21,109)
Repayments of obligations under capital lease (35,856) (16,665)
Advances of convertible promissory notes (ii) 103,441  758,500 
Repayments of operating lease liability -  (1,107)
Advances of mortgage payable 3,686  - 
Advances of loans payable to related parties 74,430  - 
Repayment of loans payable to related parties -  (94,025)
Net cash provided by financing activities 142,554  629,649 
Effect of exchange rate on cash 86,900  6,148 
Decrease in cash (70,584) (42,711)
Cash and cash equivalents-beginning of period 475,724  42,711 
Cash and cash equivalents-end of period$405,140 $- 
Cash and cash equivalents 15,002  - 
Restricted cash 390,138  - 
Cash, and cash equivalents and restricted cash$405,140 $- 
Supplemental Cash Flow Disclosures:      
Interest paid$51,620 $81,394 
Income taxes paid -  - 

For the three and six-month periods ended June 30, 2019 and 2018
(Expressed in United States Dollars)
(unaudited)

 

 

For the six-month

 

 

For the six-month

 

 

 

period ended

 

 

period ended

 

 

 

June 30, 2019

 

 

June 30, 2018

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

$

(1,783,495

)

$

(2,310,552

)

Adjustments for:

 

 

 

 

 

 

Depreciation

 

200,774

 

 

196,491

 

Amortization of intangible asset

 

100

 

 

100

 

Amortization of operating right-of-use asset

 

6,087

 

 

-

 

Amortization of financing fees

 

65,765

 

 

-

 

Stock-based compensation

 

665,000

 

 

1,665,000

 

Shares issued for professional services

 

53,000

 

 

-

 

Shares issued to directors

 

39,200

 

 

-

 

Interest capitalized

 

-

 

 

54,276

 

Changes in non-cash working capital:

 

 

 

 

 

 

Trade receivables

 

(15,742

)

 

81,565

 

Government remittances receivable

 

(17,591

)

 

-

 

Inventory

 

(5,300

)

 

(66,295

)

Prepaid expenses and deposits

 

(8,787

)

 

43,378

 

Accounts payable

 

237,338

 

 

(50,177

)

Government remittances payable

 

(35,980

)

 

-

 

Accrued liabilities

 

39,288

 

 

9,646

 

Net cash used in operating activities

 

(560,343

)

 

(376,568

)

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Business acquisition

 

(1,458,675

)

 

-

 

Purchase of intangible assets

 

(10,745

)

 

-

 

Purchase of long-lived assets

 

(186,649

)

 

(1,565

)

Net cash used in investing activities

 

(1,656,069

)

 

(1,565

)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

Repayment of long-term debt

 

(40,859

)

 

(121,878

)

Repayments of obligations under capital lease

 

(37,145

)

 

(51,283

)

Advances of convertible promissory notes

 

1,190,750

 

 

-

 

Repayments of operating lease liability

 

(1,858

)

 

-

 

Advance of mortgage payable 

1,258,273

  

-

 

Repayments of loans payable to related parties

 

(149,980

)

 

(15,654

)

Advances of loans payable to related parties

 

-

 

 

215,243

 

Private placement proceeds (net of share issue costs)

 

-

 

 

304,500

 

Net cash provided by financing activities

 

2,219,181

 

 

330,928

 

 

 

 

 

 

 

 

Effect of exchange rate on cash

 

(20,340

)

 

(20,466

)

Decrease in cash

 

(17,571

)

 

(67,671

)

Cash and cash equivalents-beginning of period

 

42,711

 

 

126,117

 

 

 

 

 

 

 

 

Cash and cash equivalents-end of period

$

25,140

 

$

58,446

 

Supplemental Cash Flow Disclosures:

 

 

 

 

 

 

Interest paid

$

171,675

 

$

137,782

 

Income taxes paid

 

-

 

 

-

 

(i)

Refer to note 12 for obligations under capital lease, note 11 for details on the non-cash purchase of certain long-lived assets.

(i)

Refer to note 11, obligations under capital lease, for details on the non-cash purchase of certain long-lived assets.

(ii)

Refer to note 12, convertible promissory notes, for the issuance of capital stock on the conversion of debt.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.




SusGlobal Energy Corp.

Notes to the Interim Condensed Consolidated Financial Statements

June 30,March 31, 2020 and 2019 and 2018

(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, 23, 2017.

On December 11, 2018, the Company began trading on the OTCQB venture market exchange, under the ticker symbol SNRG.

SusGlobal is a renewable energy 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., SusGlobal Energy Canada I Ltd. ("SGECI"), SusGlobal Energy Belleville Ltd. ("SGEBL") 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 ("CAD"). 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.

As at June 30, 2019,March 31, 2020, the Company had a working capital deficit of $7,616,175$8,367,335 (December 31, 2018-2019-$4,830,948)8,203,742), incurred a net loss of $1,783,495 (2018-$755,290 (2019-$2,310,552)1,080,544) for the sixthree months ended June 30, 2019March 31, 2020 and had an accumulated deficit of $10,337,807$12,204,787 (December 31, 2018-2019-$8,554,312)11,449,497) and expects to incur further losses in the development of its business.

On March 31, 2020, Pace Savings & Credit Union Limited ("PACE") and the Company reached an agreement for the repayment of the outstanding amounts owing to PACE. One of the credit facilities, in the amount of $34,391 ($48,788 CAD), was repaid in full on April 3, 2020 and the remaining credit facilities and the corporate term loan are to be repaid on or before September 30, 2020. Management continues discussions with a Canadian chartered bank to re-finance its remaining obligations to PACE.

The Company has defaulted on the convertible promissory notes (see note 12). As a result, the amounts owing to PACE (see note 10) and the obligations under capital lease (see note 11), are also in default.



SusGlobal Energy Corp.

Notes to the Interim Condensed Consolidated Financial Statements

March 31, 2020 and 2019

(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 PACE Savings & Credit Union Limited ("PACE") and its other creditors, whose debts are also in default 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.

Beginning in March 2020 the Governments of Canada and Ontario, as well as foreign governments, instituted emergency measures as a result of the novel strain of coronavirus ("COVID-19). The virus has had a major impact on Canadian and international securities and currency markets and consumer activity which may impact the Company's financial position, its results of operations and its cash flows significantly. The situation is constantly evolving, however, so the extent to which the COVID-19 outbreak will impact businesses and the economy is highly uncertain and cannot be predicted. Accordingly, the Company cannot predict the extent to which its financial position, results of operations and cash flows will be affected in the future.

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.



SusGlobal Energy Corp.

Notes to the Interim Condensed Consolidated Financial Statements

June 30, 2019 and 2018

(Expressed in United States Dollars)

(unaudited)

3. Significant Accounting Policies

These interim condensed consolidated financial statements do not include all of 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, 20182019 and 20172018 and their accompanying notes.

Recently Adopted Accounting Pronouncements:

On January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases which is also known as Accounting Standard Codification ("ASC") Topic 842, that requires lessees to recognize for all operating leases a right-of-use asset and a lease obligation in the interim condensed consolidated balance sheets. Expenses are recognized in the interim condensed consolidated statements of operations and comprehensive loss in a manner similar to previous accounting guidance. Lessor accounting under the new standard is substantially unchanged and is not relevant to the Company. The Company adopted the accounting standard using a prospective transition approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented, with certain practical expedients available to ease the burden of adoption.

The Company elected the following practical expedients upon adoption: not to reassess whether any expired or existing contracts are or contain leases, not to reassess the lease classification for any expired or existing leases, not to reassess initial direct costs for any existing leases, not to separately identify lease and non-lease components (i.e. maintenance costs) except for fleet vehicles and real estate, and not to evaluate historical land easements under the new guidance. Additionally, the Company elected the short-term lease exemption policy, applying the requirements of ASC 842 to long-term leases (leases greater than 1 year) for which it only has one.

Adoption of the new standard resulted in $217,755 ($297,074 CAD) of additional right-of-use lease asset and lease liability as of January 1, 2019. The new standard did not have a significant impact on the interim condensed consolidated statements of operations and comprehensive loss. See note 9, operating lease right-of-use asset and operating lease liability, for additional information.

4. Recent Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the financial accounting standards board (the "FASB") or other standard setting bodies and adopted by the Company as of the specified effective date or possibly early adopted, where permitted. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company's financial position, results of operations or cash flows.

InOn January 2017,1, 2020, the FASB issuedCompany adopted ASU No. 2018-13, "Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurements to ASC Topic 820, Fair Value Movement. ASU No. 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. The adoption of ASU No. 2018-13, did not have a significant impact on the Company's consolidated financial statements.

On January 1, 2020, the Company adopted ASU No. 2017-04, "Intangibles-Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment". The new standard simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill quantitative impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is to be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The standard is to be effective for interim and annual periods beginning after December 15, 2019 and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU No. 2017-04.

In June 2016,2017-04, did not have a significant impact on the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), which replaces the incurred-loss impairment methodology and requires immediate recognition of estimated credit losses expected to occur for mostCompany's consolidated financial assets, including trade receivables. Credit losses on available-for-sale debt securities with unrealized losses will be recognized as allowances for credit losses limited to the amount by which fair value is below amortized cost. ASU 2016-13 is effective for the Company beginning January 1, 2020 and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.statements. 




SusGlobal Energy Corp.

Notes to the Interim Condensed Consolidated Financial Statements

June 30,March 31, 2020 and 2019 and 2018

(Expressed in United States Dollars)

(unaudited)

5. Financial Instruments

The carrying value of cash and cash equivalents, funds held in trust, trade and other receivables, accounts payable and accrued liabilities approximated their fair values as of June 30,March 31, 2020 and December 31, 2019, due to their short-term nature. The carrying value of the advance, long-term debt, obligations under capital lease, convertible promissory notes, mortgage payable and loans payable to related partiesparty approximated their fair values due to their market interest rates.

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.

In the opinion of management, the Company is exposed to significant interest rate risk on its long-term debt, convertible promissory notes and mortgage payable of $3,844,309$6,830,907 ($5,031,1609,690,604 CAD) (2019-$7,199,706; $9,351,482 CAD).

Credit risk is the risk of loss associated with a counterparty's inability to perform its payment obligations. As at March 31, 2020, the Company's credit risk is primarily attributable to cash and cash equivalents and trade receivables.  As at March 31, 2020, the Company's cash and cash equivalents were held with reputable Canadian chartered banks and a credit union.

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 amounts provided for by the allowance for doubtful accounts are inherent in accounts receivable. As at March 31, 2020, the allowance for doubtful accounts was $668 ($948 CAD) (December 31, 2018-2019-$3,727,778; $5,085,645730; $948 CAD).

As at June 30, 2019,March 31, 2020, the Company is exposed to concentration risk as it had foursix customers (December 31, 2018-five2019-six customers) representing greater than 5% of total trade receivables and these foursix customers (December 31, 2018-five2019-six customers) represented 72% (2018-90%85% (December 31, 2019-90%) of trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company's total revenue. These customers accounted for 74% (37%86% (27%,14%, 23%12%, 12%, 11% and 14%10%) (June 30, 2018-63%(March 31, 2019-90%; 38%42%, 26%, 11% and 25%11%) of total revenue.

Liquidity Risk

Liquidity risk is the risk that the Company is 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 in discussions with a Canadian chartered bank to refinance its obligations to PACE and to another creditor. 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. In order to continue operations, the Company will need to raise capital.capital, repay PACE for all of its outstanding obligations and complete the refinancing of its real property and organic composting 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 CAD, the Company realizes a portion of its expenses in USD. Consequently, certain assets and liabilities are exposed to foreign currency fluctuations. As at June 30, 2019, $110,307March 31, 2020, $379,228 (December 31, 2018-2019-$68,393)258,403) of the Company's net monetary liabilities were denominated in USD. The Company has not entered into any hedging transactions to reduce the exposure to currency risk.

6. Business Acquisition

Effective May 24, 2019, the Company purchased all the issued and outstanding shares of 1684567. The acquisition was accounted for as a business combination using the acquisition method of accounting. The purchase price paid in the acquisition has been preliminarily allocated to record the assets acquired and liabilities assumed based on their estimated fair value. When determining the fair values of assets acquired and liabilities assumed, management made significant estimates. The transaction closed on May 28, 2019. The purchase consideration consisted of cash from working capital of $200,402 ($269,466 CAD) and cash from a third-party mortgage obtained in the amount of $1,258,273 ($1,691,910 CAD, net of financing fees of $80,387 ($108,090 CAD)). The total purchase price includes the original offer of $1,314,304 ($1,767,250 CAD) and acquisition costs of $144,371 ($194,126 CAD).




SusGlobal Energy Corp.

Notes to the Interim Condensed Consolidated Financial Statements

June 30, 2019 and 2018

(Expressed in United States Dollars)

(unaudited)

11

6. Business Acquisition, (continued)

The allocation of the purchase price is as follows:

 

 

 

    May 24, 2019

Purchase consideration

 

 

Cash

($1,961,376 CAD)

$

1,498,687

Assets acquired

 

 

 

Accounts receivable ($ 7,573 CAD)

 

5,787

 

Land ($1,838,050 CAD)

 

1,404,454

 

Automotive equipment and machinery ($16,525 CAD)

 

12,627

 

Customer list ($10,205 CAD)

 

7,798

 

Environmental compliance approval ($100,000 CAD)

 

76,410

Liabilities assumed

 

 

 

Accounts payable ($10,977 CAD)

 

8,389

 

 

 

 

Net assets acquired ($1,961,376 CAD)

$

1,498,687

7. Intangible Assets

 

 

June 30, 2019

 

 

December 31, 2018

 

Technology license (net of accumulated amortization of $831 (2018- $731))

$

1,170

 

$

1,270

 

Customer list-limited life-$10,205 CAD (net of accumulated amortization of $nil)

 

7,798

 

 

-

 

Trademarks-indefinite life-$14,327 CAD

 

10,948

 

 

-

 

Environmental compliance approvals-indefinite life- $282,700 CAD

 

216,010

 

 

133,919

 

 

$

235,926

 

$

135,189

 

On May 6, 2015, the Company acquired an exclusive license from Syngas SDN BHD ("Syngas"), a Malaysian company to use Syngas intellectual property within North America for a period of five years for $1 consideration, renewable every five years upon written request. Syngas manufactures equipment that produces liquid transportation fuel from plastic waste material. The Company issued 20,000 common shares of the Company to an introducing party, determined to be valued at $2,000.

On September 15, 2017, the Company acquired the environmental compliance approvals on the purchase of certain assets of Astoria from BDO Canada Limited ('BDO") under an asset purchase agreement (the "APA").

On March 14, 2019, the Company incurred fees to register various trademarks in the United States and Canada.

Effective May 24, 2019, the Company acquired an additional environmental compliance approval ($76,410) and a customer list ($7,798) relating to certain municipal contracts (forty-five-month life) on the purchase of the shares of 1684567.



SusGlobal Energy Corp.

Notes to the Interim Condensed Consolidated Financial Statements

June 30,March 31, 2020 and 2019 and 2018

(Expressed in United States Dollars)

(unaudited)

6. Restricted Cash-Funds Held in Trust

The funds held in trust are required to satisfy certain outstanding payments to PACE, including the repayment in full of one of the credit facilities in the amount of $34,391 ($48,788 CAD) and to bring the remaining outstanding PACE amounts current. The funds held in trust were provided to PACE on April 3, 2020. Refer also to going concern, note 2 and long-term debt, note 10.

7. Intangible Assets

  March 31, 2020  December 31, 2019 
Technology license (net of accumulated amortization of $981 (2019- $931))$1,020 $1,070 
Customer list-limited life-$7,937 CAD (net of accumulated amortization of $1,598) ($2,268 CAD) (2019-$8,617 CAD (net of accumulated amortization of $1,222 ($1,588 CAD)) 5,595  6,634 
Trademarks-indefinite life-$18,935 CAD 13,347  11,916 
Environmental compliance approvals-indefinite life- $282,700 CAD 199,275  217,651 
 $219,237 $237,271 

In 2019 and for the three-month period ended March 31, 2020, the Company incurred fees to register various trademarks in the United States and Canada, in the amount $13,347 ($18,935 CAD).

On September 15, 2017, the Company acquired the environmental compliance approvals, having an indefinite life, on the purchase of certain assets from BDO Canada Limited ("BDO") under an asset purchase agreement (the "APA").

Effective May 24, 2019, the Company acquired an additional environmental compliance approval, having an indefinite life, of $74,370 ($100,000 CAD). The Company also acquired a customer list of $6,645 ($8,617 CAD), net of accumulated amortization of $1,222 ($1,588 CAD), relating to certain municipal contracts (forty-five-month life) on the purchase of the shares of 1684567.

8. Long-lived Assets, net

 

 

 

 

 

 

  March 31,   December 31, 
    June 30, 2019     December 31, 2018   2020   2019 

 

Cost

 

 

Accumulated

 

 

Net book value

 

 

Net book value

 

 Cost  Accumulated Net book value Net book value 

 

 

 

 

depreciation

 

 

 

 

 

 

 

  depreciation   

Land

$

1,404,454

 

$

-

 

$

1,404,454

 

$

-

 

$1,304,694 $- $1,304,694 $1,425,002 

Composting buildings

 

2,247,029

 

 

240,946

 

 

2,006,083

 

 

1,988,144

 

 2,130,519  316,725  1,813,794  1,965,690 

Gore cover system

 

1,071,763

 

 

163,138

 

 

908,625

 

 

748,112

 

 1,000,122  228,701  771,421  869,864 

Driveway and paving

 

354,160

 

 

50,763

 

 

303,397

 

 

304,639

 

 326,721  66,433  260,288  291,427 

Machinery and equipment

 

50,427

 

 

24,862

 

 

25,565

 

 

27,661

 

 60,979  42,637  18,342  22,270 

Equipment under capital lease

 

426,773

 

 

194,214

 

 

232,559

 

 

280,323

 

 656,262  267,070  389,192  167,578 

Office trailer

 

9,169

 

 

3,557

 

 

5,612

 

 

3,817

 

 8,459  5,185  3,274  4,268 

Vacuum trailer

 

5,731

 

 

-

 

 

5,731

 

 

-

 

 5,287  1,190  4,097  4,908 

Computer equipment

 

6,753

 

 

4,169

 

 

2,584

 

 

3,186

 

 6,230  4,865  1,365  1,862 

Computer software

 

7,030

 

 

6,297

 

 

733

 

 

2,389

 

 6,485  6,485  -  - 

Automotive equipment

 

10,338

 

 

984

 

 

9,354

 

 

953

 

 9,537  3,054  6,483  7,863 

Signage

 

2,594

 

 

886

 

 

1,708

 

 

1,886

 

 2,393  937  1,456  1,721 

$

5,596,221

 

$

689,816

 

$

4,906,405

 

$

3,361,110

 

$5,517,688 $943,282 $4,574,406 $4,762,453 

Included above are the long-lived assets acquired on the business acquisition described under note 6.

12

9. Operating Lease Right-of-Use Asset and Operating Lease Liability

The Company had one operating lease right-of-use asset and related operating lease liability and had recognized as such, effective January 1, 2019, based on the present value of lease payments over the lease term that expires on March 31, 2034, calculated to be $217,755 ($297,074 CAD). The Company used its estimated secured incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating lease right-of-use asset was being amortized on a straight-line basis over the lease term which expires March 31, 2034 and amortization expense is included under office and administration expense in the interim condensed consolidated statements of operations and comprehensive loss. The Company does not act as a lessor nor does it have any leases classified as financing leases.

The operating lease right-of-use asset was periodically reviewed for impairment losses. The Company used the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant and Equipment-Overall, to determine whether the operating lease right-of-use asset was impaired, and if so, the amount of the impairment loss to recognize.

The Company monitored for events or changes in circumstances that required a reassessment of its operating lease right-of-use asset. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding operating lease right-of-use asset.



SusGlobal Energy Corp.

Notes to the Interim Condensed Consolidated Financial Statements

June 30,March 31, 2020 and 2019 and 2018

(Expressed in United States Dollars)

(unaudited)

9. Operating Lease Right-of-Use Asset and Operating Lease Liability, (continued)

Effective May 24, 2019, the Company acquired the shares of 1684567., the company that owned the land upon which the right-of-use asset was situated. As a result, the Company is both the tenant and the landlord and as such, no longer recognizes an operating right-of-use asset and related operating lease liability.Related Party Transactions

For the six-monththree-month period ended June 30, 2019, the Company recorded $6,087 ($8,117 CAD (2018-$nil; $nil CAD) for the amortization of the operating lease right-of-use asset.

For the six-month period ended June 30, 2019,March 31, 2020, the Company incurred interest of $2,429$33,494 ($3,23945,000 CAD)  (2018-(2019-$nil; $nil CAD) on the operating lease liability.

10. Related Party Transactions

During the six-month period ended June 30, 2019, the Company incurred $67,491 ($90,000 CAD) (2018-$70,443; $90,00033,849; $45,000 CAD)  in management fees expense with Travellers International Inc. ("Travellers"), an Ontario company controlled by a director and the president of the Companyand chief executive officer (the "President""CEO"); $67,491$nil ($90,000nil CAD)  (2018-(2019-$70,443; $90,00033,849; $45,000 CAD) in management fees expense with Landfill Gas Canada Ltd. ("LFGC"), an Ontario company controlled by a former director and former chief executive officer of the Company (the "CEO"); $26,996and $17,863 ($36,00024,000 CAD) (2018-(2019-$23,481; $30,00013,540; $18,000 CAD)  in management fees expense with the Company's chief financial officer (the "CFO"); and $nil ($nil CAD) (2018-$9,391; $12,000 CAD) in management fees expense with the Company's vice-president of corporate development (the "VPCD").  As at June 30, 2019,March 31, 2020, unpaid remuneration and unpaid expenses in the amount of $94,086$304,324 ($123,133431,727 CAD) (December 31, 2018-2019-$48,691; $66,426324,303; $421,227 CAD) is included in accounts payable and $210,892$11,278 ($276,00016,000 CAD) (December 31, 2018-2019-$184,714; $251,99712,318; $16,000 CAD) is included in accrued liabilities.liabilities in the interim condensed consolidated balance sheets.

In addition, during the six-monththree-month period ended June 30, 2019,March 31, 2020, the Company incurred interest expense of $4,481$441 ($5,975592 CAD) (2018-(2019-$4,818; $6,1563,802; $5,055 CAD) on the outstanding loanloans from Travellers and $3,347$nil ($4,463nil CAD) (2018-(2019-$1,544; $1,9731,669; $2,219 CAD) on the outstanding loans from the directors. As at June 30, 2019,March 31, 2020, interest of $8,384$417 ($10,973592 CAD) (December 31, 2018-2019-$17,882; $24,395nil; $nil CAD) on thesethe loans outstanding to Travellers is included in accrued liabilities.liabilities in the interim condensed consolidated balance sheets.

DuringFor the six-monththree-month period ended June 30, 2019,March 31, 2020, the Company incurred $32,296$17,523 ($43,06723,543 CAD) (2018-(2019-$32,499; $41,52116,998; $22,598 CAD) in rent expense paid under a rental agreement towith Haute Inc. ("Haute"), an Ontario company controlled by the President.CEO.

For those independent directors providing their services throughout 2019, the Company accrued directors' compensation totaling $1,200, based on the subsequent issuance of 20,000 common shares of the Company to each of the five directors that are expected to be issued subsequent to March 31, 2020. And, for services provided in the three-month period ended March 31, 2020, $240 (2019-$2,200). The Companydirectors' compensation was priced based on the trading price of the shares at the close of business on March 31, 2020 and will be recorded based on the trading price of the shares, immediately prior to issuance. Also included in directors' compensation for its five independent directors for services provided for the six-monththree-month period ended June 30, 2019, includingMarch 31, 2020, are the audit committee chairman's fees, in the amount of $12,700 (2018-$1,565)$744 ($1,000 CAD) (2019 $752; $1,000 CAD). As at June 30, 2019, $24,454March 31, 2020, outstanding directors' compensation of $797 ($1,130 CAD) (December 31, 2018-2019-$52,000) of outstanding fees to the directors3,480; $4,520 CAD) is included in accounts payable and $2,145 (December 31, 2019-$3,650) is included in accrued liabilities.liabilities, in the interim condensed consolidated balance sheets.

Furthermore, for the three-month period ended March 31, 2020, the Company grantedrecognized management compensation expense of $nil (2019-$332,500), on the CEO 3,000,000vesting of restricted stock units ("RSU"RSUs"), under a consulting agreement effective granted in prior years to the CEO and the former chief executive officer. On January 1, 2017, determined to be valued at $990,000 based on private placement pricing at10, 2020, the time. On each of February 25, 2018 and April 2, 2019, 1,000,000CEO's remaining RSUs were exchanged into 1,000,000 common stock of the Company. The RSUs for the remaining installment are expected to vest on January 1, 2020, subject to meeting certain performance objectives. On May 17, 2018, at a meeting of the board of directors (the "Board"), approved an amendment to the President's consulting agreement, to include the granting of 3,000,000 RSUs to the President, determined to be valued at $3,000,000, based on private placement pricing at the time, on the same terms and conditions as those granted to the CEO. Immediately thereafter, 1,000,000 of the President's RSUs were exchanged into1,000,000 common stock of the Company. On January 8, 2019, 1,000,000 of the President's RSUs were exchanged into 1,000,000 common stockshares of the Company. Based on private placement pricing at the time of the granting of the RSUs, the common stockshares issued to the PresidentCEO on eachthe exchange of the 1,000,000 RSUs, was determined to be valued at $1,000,000. The RSUs for the remaining installment are expected to vest on January 1, 2020, subject to meeting certain performance objectives.




SusGlobal Energy Corp.

Notes to the Interim Condensed Consolidated Financial Statements

June 30,March 31, 2020 and 2019 and 2018

(Expressed in United States Dollars)

(unaudited)

10. Related Party TransactionsLong-Term Debt

  Credit  Credit  Credit  Corporate  March 31, 2020  December 31, 2019 
  Facility  Facility  Facility  Term Loan  Total  Total 
                   
Long-Term Debt$707,053 $395,413 $34,391 $2,396,708 $3,533,565 $3,859,401 
Current portion (707,053) (395,413) (34,391) (2,396,708) (3,533,565) (3,859,401)
Long-term portion$- $- $- $- $- $- 

The presentation above is based on the due on demand terms of the long-term debt. 

On March 31, 2020, PACE and the Company reached an agreement with respect to the repayment of the outstanding balances owing to PACE. One of the credit facilities, in the amount of $34,391 ($48,788 CAD), (continued)

Forwas repaid in full on April 3, 2020, as noted below and the six-month period endedremaining credit facilities and the corporate term loan are due on or before September 30, 2020. On April 3, 2020, the Company provided PACE with funds, held in trust on March 31, 2020, to bring the remaining credit facilities and the corporate term loan current. The funds remaining, which were held in trust on March 31, 2020 are to be used to satisfy the principal and interest payments on the noted debt through July 2020. In addition, the letter of credit the Company has with PACE in favor of the Ministry of the Environment, Conservation and Parks (the "MECP"), will be renewed from the current expiry date of June 30, 2019,2020 to September 30, 2020, at the Company recognized management compensation expenseappropriate time. On April 3, 2020, the shares previously pledged as security to PACE, were released. However, the personal guarantee from the CEO and charge against the Company's premises lease remain unchanged. This long-term debt is considered to be in default as a result of $665,000 (2018-$665,000)defaults on the awardsconvertible promissory notes (see note 12). As a result, PACE may demand repayment before September 30, 2020.

Refer also to the President and the CEO, representing one-sixth of the total value of the awards of $3,990,000, based on private placement pricing at the time.going concern, note 2.

11. Long-Term DebtThe long-term debt was initially payable  as noted below.

 

 

Credit

 

 

Credit

 

 

Credit

 

 

Corporate

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

Facility

 

 

Facility

 

 

Facility

 

 

Term

 

 

Total

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Loan

 

 

 

 

 

 

 

 

 

(a)

 

 

(b)

 

 

(c)

 

 

(d)

 

 

 

 

 

 

 

Long-Term Debt

$

769,210

 

$

430,174

 

$

37,480

 

$

2,607,445

 

$

3,844,309

 

$

3,727,778

 

Current portion

 

(769,210

)

 

(430,174

)

 

(37,480

)

 

(2,607,445

)

 

(3,844,309

)

 

(3,727,778

)

Long-term portion

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 


(a)

The credit facility bears interest at the PACE base rate of 7.00% plus 1.25% per annum, currently 8.25%. The credit facility is due on demand, but until a demand is made,, is payable in monthly blended installments of principal and interest of $6,697$6,178 ($8,764 CAD), and matures on September 2, 2022. The first and only advance on the credit facility on February 2, 2017, in the amount of $1,197,280$1,127,840 ($1,600,000 CAD), is secured by a business loan general security agreement, a $1,197,280$1,127,840 ($1,600,000 CAD) personal guarantee from the PresidentCEO and a charge against the Company's premises lease. Also pledged as security are the shares of the wholly-owned subsidiaries, a pledge of 3,300,000 of the Company's shares held by LFGC, 500,000 of the Company's shares held by the CFO, 2,000,000 of the Company's shares held by a director's company and a limited recourse guarantee against each of these parties. As noted above, the pledged shares were delivered by PACE to the Company's counsel. The credit facility is fully open for prepayment at any time without notice or bonus.

 

 

(b)

The credit facility advanced on June 15, 2017, in the amount of $448,980$422,940 ($600,000 CAD), bears interest at the PACE base of 7.00% plus 1.25% per annum, currently 8.25%. The credit facility is due on demand, but until a demand is made,, is payable in monthly blended installments of principal and interest of $3,745$3,455 ($4,901 CAD), and matures on September 2, 2022. The credit facility is secured by a variable rate business loan agreement on the same terms, conditions and security as noted above.

 

 

(c)

The credit facility advanced on August 4, 2017, in the amount of $37,415$35,245 ($50,000 CAD), bears interest at the PACE base of 7.00% plus 1.25% per annum, currently 8.25%. The credit facility is due on demand, but until a demand is made,, is payable in monthly blended installments of principal and interest of $326$301 ($427 CAD), and matures on September 4, 2022. The credit facility is secured by a variable rate business loan agreement on the same terms, conditions and security as noted above.

 

 

(d)

The corporate term loan advanced on September 13, 2017, in the amount of $2,786,779$2,625,151 ($3,724,147 CAD), bears interest at PACE base rate of 7.00% plus 1.25% per annum, currently 8.25%. The corporate term loan is due on demand, but until a demand is made,, is payable in monthly blended installments of principal and interest of $22,702$20,943 ($29,711 CAD), and matures September 13, 2022. The corporate term loan is secured by a business loan general security agreement representing a floating charge over the assets and undertakings of the Company, a first priority charge under a registered debenture and a lien registered under the Personal Property Security Act in the amount of $2,993,932$2,820,289 ($4,000,978 CAD) against the assets including inventory, accounts receivable and equipment. The corporate term loan also included an assignment of existing contracts included in the APA.




 

The shares of the wholly-owned subsidiaries and those shares held by the companies and the CFO noted under (a) above, represent security for the corporate term loan.

Repayments are as follows:

In the six-month period ending December 31, 2019

$ 42,532

In the year ending December 31, 2020

90,508

In the year ending December 31, 2021

99,175

In the year ending December 31, 2022

3,612,094

Total

$ 3,844,309

For the six-month period ended June 30, 2019, $155,522 ($207,390 CAD) (2018-$158,433; $202,419 CAD) in interest was incurred.


SusGlobal Energy Corp.

Notes to the Interim Condensed Consolidated Financial Statements

June 30,March 31, 2020 and 2019 and 2018

(Expressed in United States Dollars)

(unaudited)

12.10. Long-Term Debt, (continued)

For the three-month period ended March 31, 2020, $76,749 ($103,116 CAD) (2019-$77,619; $103,189 CAD) in interest was incurred. As at March 31, 2020 $187,066 ($265,379 CAD) (December 31, 2019-$124,926; $162,263 CAD) in accrued interest is included in accrued liabilities.

11. Obligations under Capital Lease

  March 31, December 31, 

 

 

 

 

 

 

 

June 30, 2019

 

 

December 31, 2018

 

  2020 2019 

 

(a)

 

 

(b)

 

 

Total

 

 

Total

 

 (a) (b) (c) Total Total 

Obligations under Capital Lease

$

135,271

 

$

127,838

 

$

263,109

 

$

288,708

 

$89,067 $90,343 $260,954 $440,364 $218,069 

Less: current portion

 

(50,747

)

 

(40,186

)

 

(90,933

)

 

(81,109

)

 (89,067) (90,343) (260,954) (440,364) (218,069)

Long-term portion

$

84,524

 

$

87,652

 

$

172,176

 

$

207,599

 

$- $- $- $- $- 

As a result of the convertible promissory notes defaults, these leases are also in default (see note 12). The lessor may demand full repayment of these obligations under capital lease. As a result, the obligations under capital lease have been presented as current liabilities. The original terms of the obligations under capital lease are noted below under paragraphs (a), (b) and (c). Refer also to going concern, note 2.

(a)

The lease agreement for certain equipment for the Company's organic composting facility at a cost of $219,029$202,060 ($286,650 CAD), is payable in monthly blended installments of principal and interest of $4,462$4,117 ($5,840 CAD), plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of $21,853$20,160 ($28,600 CAD), plus applicable harmonized sales taxes on October 31, 2021. The lease agreement bears interest at the rate of 5.982% annually, compounded monthly, due September 30, 2021.

 

(b)

The lease agreement for certain equipment for the Company's organic composting facility at a cost of $189,077$174,428 ($247,450 CAD), is payable in monthly blended installments of principal and interest of $3,911$3,608 ($5,118 CAD), plus applicable harmonized sales taxes for a period of forty-six months plus the first two monthly blended installments of $7,641$7,049 ($10,000 CAD) plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of $ 18,85817,397 ($24,680 CAD) plus applicable harmonized sales taxes on February 27, 2022. The leasing agreement bears interest at the rate of 6.15% annually, compounded monthly, due January 27, 2022.

(c) The lease agreement for certain equipment for the Company's organic composting facility at a cost of $274,664 ($389,650 CAD), is payable in monthly blended installments of principal and interest of $4,830 ($6,852 CAD), plus applicable harmonized sales taxes for a period of fifty-nine months plus an initial deposit of $13,710 ($19,450 CAD) plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of a nominal amount of $70 ($100 CAD) 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.

The lease liabilities are secured by the equipment under capital lease as described in note 8.

Minimum lease payments as per the original terms of the obligations under capital lease are as follows:

In the six-month period ending December 31, 2019

$

54,702

 

In the year ending December 31, 2020

 

100,478

 

In the nine-month period ending December 31, 2020$117,823 

In the year ending December 31, 2021

 

108,944

 

 158,466 

In the year ending December 31, 2022

 

22,769

 

 78,968 
In the year ending December 31, 2023 57,963 
In the year ending December 31, 2024 57,963 
In the year ending December 31, 2025 4,900 

 

286,893

 

 476,083 

Less: imputed interest

 

(23,784

)

 (35,719)

Total

$

263,109

 

$440,364 

For the six-monththree-month period ended June 30, 2019, $8,555March 31, 2020, $3,089 ($11,4084,150 CAD) (2018-(2019-$9,738; $12,441 CAD)3,670; $4,879 CAD in interest was incurred.

13. Convertible Promissory Notes

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

(a)

Convertible promissory notes-January 28, 2019 (net of unamortized financing costs of $20,329 (2018- $nil))

$

317,171

 

$

-

 

(b)

Convertible promissory notes-March 7 and March 8, 2019 (net of
unamortized financing costs of $102,885) (2018- $nil))

 

722,115

 

 

-

 

(c)

Convertible promissory note-May 23, 2019 (net of unamortized

financing costs of $40,987 (2018-$nil)) 

 

209,013

 

 

-

 

 

 

$

1,248,299

 

$

-

 




SusGlobal Energy Corp.

Notes to the Interim Condensed Consolidated Financial Statements

June 30,March 31, 2020 and 2019 and 2018

(Expressed in United States Dollars)

(unaudited)

13.12. Convertible Promissory Notes, (continued)

   March 31, 2020  December 31, 2019 
        
(a)Convertible promissory notes-January 28, 2019 (net of unamortized financing costs of $nil (2019- $1,918)) $258,073 $176,964 
(b)Convertible promissory notes-March 7 and March 8, 2019 (net of unamortized financing costs of $nil) (2019- $25,625)) 712,000  724,375 
(c)Convertible promissory note-May 23, 2019 (net of unamortized financing costs of $6,643 (2019-$17,924)) 213,357  217,076 
(d)Convertible promissory note-July 19, 2019 (net of unamortized financing costs of $9,576 (2019-$17,411)) 160,424  152,589 
(e)Convertible promissory note-October 17, 2019 (net of accumulated financing costs of $14,181 (2019-$20,975) 141,819  135,025 
  $1,485,673 $1,406,029 

(a)      On January 28, 2019, the Company entered into securities purchase agreements (the "January 2019 SPAs") with three investors (the "January 2019 Investors") pursuant to which the Company issued to the January 2019 Investors 12% unsecured convertible promissory notes (the "January 2019 Notes") in the aggregate principal amount of $337,500, with such principal and the interest thereon convertible into shares of the Company's common stock (the "Common Stock") at the January 2019 Investors' option. Although the January 2019 SPAs are dated January 28, 2019 (the "January 2019 Effective Date"), they became effective upon the receipt in cash of the issue price by the January 2019 Investors.

The amounts of $102,500, $100,000, and $100,000, totaling $302,500, represented the proceeds to the Company, net of transaction-related expenses, for the January 2019 Notes from the January 2019 Investors and were received in cash from February 1 through February 4, 2019.

The maturity date of each of the January 2019 Notes is January 28, 2020 (the "January 2019 Maturity Dates"). The Notes bear interest at a rate of twelve percent (12%) per annum (the "January 2019 Interest Rate"), which interest shall be paid by the Company to the January 2019 Investors in Common Stock at any time the January 2019 Investors send a notice of conversion to the Company. The January 2019 Investors are entitled to, at their option, convert all or any amount of the principal face amount and any accrued but unpaid interest of the January 2019 Notes into Common Stock, at any time, at a conversion price for each share of Common Stock equal to 65% multiplied by the lowest trading price (as defined in the January 2019 Notes) of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding (i) the January 2019 Effective Date; or (ii) the conversion date.

The January 2019 Notes may be prepaid until 180 days from the January 2019 Effective Date with the following penalties: (i) if the January 2019 Notes are prepaid within sixty (60) days following the January 2019 Effective Date, then the prepayment premium shall be 125% of the face amount plus any accrued interest; (ii) if the January 2019 Notes are prepaid during the period beginning on the date which is sixty-one (61) days following the January 2019 Effective Date, and ending on the date which is ninety (90) days following the January 2019 Effective Date, then the prepayment premium shall be 135% of the face amount plus any accrued interest; (iii) if the January 2019 Notes are prepaid during the period beginning on the date which is ninety-one (91) days following the January 2019 Effective Date, and ending on the date which is one hundred eighty (180) days following the January 2019 Effective Date, then the prepayment premium shall be 145% of the face amount plus any accrued interest. Such prepayment redemptions must be closed and funded within three days of giving notice of prepayment or the right to prepay shall be forfeited.

The Company has reserved a minimum of eight (8) times the number of its authorized and unissued Common Stock (the "January 2019 Reserved Amounts"), free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of the January 2019 Notes. Upon full conversion of the January 2019 Notes, any shares remaining in such reserve shall be cancelled. The Company increases the January 2019 Reserved Amount in accordance with the Company's obligations under the January 2019 Notes.

Pursuant to the terms of the January 2019 SPAs, for so long as the Investors own any shares of Common Stock issued upon the conversion of the January 2019 Notes (the "January 2019 Conversion Shares"), 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 January 2019 Notes and the January 2019 SPAs, including but not limited to the requirement to maintain its corporate existence and assets, subject to certain exceptions, and not to make any offers or sales of any security under circumstances that would require registration of or stockholder approval for the January 2019 Notes or the January 2019 Conversion Shares.

On January 28, 2019, the Company entered into securities purchase agreements (the "January 2019 SPAs") with three investors (the "January 2019 Investors") pursuant to which the Company issued to the January 2019 Investors 12% unsecured convertible promissory notes (the "January 2019 Investor Notes") in the aggregate principal amount of $337,500, with such principal and the interest thereon convertible into shares of the Company's common stock (the "Common Stock") at the January 2019 Investors' option. Although the January 2019 SPAs are dated January 28, 2019 (the "January 2019 Effective Date"), they became effective upon the receipt in cash of the issue price by the January 2019 Investors.

The amounts of $102,500, $100,000, and $100,000, totaling $302,500, represented the proceeds to the Company, net of transaction-related expenses, for the January 2019 Notes from the January 2019 Investors and were received in cash from February 1 through February 4, 2019.

The maturity date of each of the January 2019 Investor Notes is January 28, 2020 (the "January 2019 Maturity Dates"). The Notes bear interest at a rate of twelve percent (12%) per annum (the "January 2019 Interest Rate"), which interest shall be paid by the Company to the January 2019 Investors in Common Stock at any time the January 2019 Investors send a notice of conversion to the Company. The January 2019 Investors are entitled to, at their option, convert all or any amount of the principal face amount and any accrued but unpaid interest of the January 2019 Notes into Common Stock, at any time, at a conversion price for each share of Common Stock equal to 65% multiplied by the lowest trading price (as defined in the January 2019 Notes) of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding (i) the January 2019 Effective Date; or (ii) the conversion date.

The Company has reserved a minimum of eight (8) times the number of its authorized and unissued Common Stock (the "January 2019 Reserved Amounts"), free from pre-emptive rights, to provide for the issuance of Common Stock upon the full conversion of the January 2019 Notes. Upon full conversion of the January 2019 Investor Notes, any shares remaining in such reserve shall be cancelled. The Company increases the January 2019 Reserved Amount in accordance with the Company's obligations under the January 2019 Investor Notes.

Since the January 2019 Investor Notes were not repaid by their January 28, 2020 maturity date, they are in default and the outstanding balance (principal plus accrued interest) of each of the January 2019 Investor Notes was increased by 50% and increased by a further $15,000 (together the "Default Amounts") along with the interest rate increasing from 12% to 24% annually. The January 2019 Investors continue to have the option to require the Company to immediately issue, in lieu of the Default Amount, the number of shares of common stock of the Company equal to the Default Amount divided by the conversion price then in effect.

During the three-month period ended March 31, 2020, the January 2019 Investors converted a total of $17,000 of their January 2019 Investor Notes.




SusGlobal Energy Corp.


Notes to the Interim Condensed Consolidated Financial Statements

June 30,
March 31, 2020 and 2019 and 2018


(Expressed in United States Dollars)


(unaudited)

13.
12. Convertible Promissory Notes
, (continued)

(b)

The January 2019 Notes also 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 and increases in the amount of the principal and interest rates under the January 2019 Notes in the event of such defaults. In the event of default, at the option of the January 2019 Investors and in the January 2019 Investors' sole discretion, the January 2019 Investors may consider the January 2019 Notes immediately due and payable.

(b)        On March 7 and March 8, 2019, the Company entered into two securities purchase agreements (the "March 2019 SPAs") with two investors (the "March 2019 Investors") pursuant to which the Company issued to each March 2019 Investor two 12% unsecured convertible promissory notes comprised of the first notes (the "First Notes") being in the amount of $275,000 each, and the remaining notes in the amount of $275,000 each (the "Back-End Notes," and, together with the First Notes, the "March 2019 Investor Notes") in the aggregate principal amount of $1,100,000, with such principal and the interest thereon convertible into Common Stock at the March 2019 Investors' option. Each First Note contains a $25,000 Original Issue Discount such that the issue price of each First Note was $250,000. The proceeds on the issuance of the First Notes were received from the March 2019 Investors upon the signing of the March 2019 SPAs. The proceeds on the issuance of the Back-End Notes were initially received by the issuance of two offsetting $250,000 secured notes to the Company by the March 2019 Investors (the "Buyer Notes"), provided that prior to conversion of the Back-End Notes, the March 2019 Investors must have paid back the Back-End Notes in cash.

Although the March 2019 SPAs are dated March 7, 2019 and March 8, 2019 (each, a "March 2019 Effective Date"), they became effective upon the receipt in cash of the issue price by the March 2019 Investors. On March 11, 2019, the Company received cash of $456,000, net of transaction-related expenses, for the First Notes from the March 2019 Investors.

On April 24, 2019, the Company received one of the Back-End Notes from the March 2019 Investors in the face value amount of $275,000. The proceeds received by the Company was $228,000, net of $25,000 discount and financing costs.

The maturity dates of the March 2019 Investor Notes are March 7, 2020 and March 8, 2020. The March 2019 Investor Notes bear interest at a rate of twelve percent (12%) per annum (the "March 2019 Interest Rate"), which interest shall be paid by the Company to the March 2019 Investors in Common Stock at any time the March 2019 Investors send a notice of conversion to the Company. The March 2019 Investors are entitled to, at their option, convert all or any amount of the principal face amount and any accrued but unpaid interest of the March 2019 Investor Notes into Common Stock, at any time, at a conversion price for each share of Common Stock equal to 65% multiplied by the lowest trading price (as defined in the Notes) of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding (i) the applicable March 2019 Effective Date; or (ii) the conversion date.

The March 2019 Investor Notes may be prepaid until 180 days from the applicable March 2019 Effective Date with the following penalties: (i) if the March 2019 Investor Notes are prepaid within sixty (60) days following the applicable March 2019 Effective Date, then the prepayment premium shall be 125% of the face amount plus any accrued interest; (ii) if the March 2019 Investor Notes are prepaid during the period beginning on the date which is sixty-one (61) days following the applicable March 2019 Effective Date, and ending on the date which is ninety (90) days following the applicable March 2019 Effective Date, then the prepayment premium shall be 135% of the face amount plus any accrued interest; (iii) if the March 2019 Investor Notes are prepaid during the period beginning on the date which is ninety-one (91) days following the applicable March 2019 Effective Date, and ending on the date which is one hundred eighty (180) days following the applicable March 2019 Effective Date, then the prepayment premium shall be 145% of the face amount plus any accrued interest. Such prepayment redemptions must be closed and funded within three days of giving notice of prepayment or the right to prepay shall be forfeited.




SusGlobal Energy Corp.

Notes to the Interim Condensed Consolidated Financial Statements

June 30, 2019 and 2018

(Expressed in United States Dollars)

(unaudited)

13. Convertible Promissory Notes, (continued)

The Company reserved a minimum of eight (8) times the number of its authorized and unissued Common Stock (the "March 2019 Reserved Amounts"), free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of the March 2019 Investor Notes. Upon full conversion of the March 2019 Investor Notes, any shares remaining in such reserve shall be cancelled. The Company increases the March 2019 Reserved Amount in accordance with the Company's obligations under the March 2019 Investor Notes.

Pursuant to the terms of the March 2019 SPAs, for so long as the March 2019 Investors own any shares of Common Stock issued upon the conversion of the March 2019 Investor Notes (the "March 2019 Conversion Shares"), 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 March 2019 Investor Notes and the March 2019 SPAs, including but not limited to the requirement to maintain its corporate existence and assets, subject to certain exceptions, and not to make any offers or sales of any security under circumstances that would require registration of or stockholder approval for the March 2019 Investor Notes or the March 2019 Conversion Shares.

The March 2019 Investor Notes 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 Notes in the event of such defaults. In the event of default, at the option of the March 2019 Investors and in the March 2019 Investors' sole discretion, the March 2019 Investors may consider the March 2019 Investor Notes immediately due and payable.

(c)        On May 23, 2019, the Company entered into a securities purchase agreement (the "May 2019 SPA") with one investor (the "May 2019 Investor") pursuant to which the Company issued to the May 2019 Investor one 12% unsecured convertible promissory note (the "May 2019 Investor Note") in the principal amount of $250,000. On this date, the Company received proceeds of $204,250, net of transaction related expenses of $45,750.

The maturity date of the May 2019 Investor note is May 23, 2020. The May 2019 Investor Note bears interest at a rate of twelve percent (12%) per annum (the "May 2019 Interest Rate"), which interest shall be paid by the Company to the May 2019 Investor in Common Stock at any time the May 2019 Investor sends a notice of conversion to the Company. The May 2019 Investor is entitled to, at its option, convert all or any amount of the principal amount and any accrued but unpaid interest of the May 2019 Investor Note into Common Stock, at any time, at a conversion price for each share of Common Stock equal to 65% multiplied by the lowest trading price (as defined in the Note) of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding (i) the applicable May 2019 Effective Date; or (ii) the conversion date.

The May 2019 Investor Note may be prepaid until 180 days from the applicable May 2019 Effective Date with the following penalties: (i) if the May 2019 Investor note is prepaid within sixty (60) days following the applicable May 2019 Effective Date, then the prepayment premium shall be 125% of the face amount plus any accrued interest; (ii) if the May 2019 Investor Note is prepaid during the period beginning on the date which is sixty-one (61) days following the applicable May 2019 Effective Date, and ending on the date which is ninety (90) days following the applicable May 2019 Effective Date, then the prepayment premium shall be 135% of the face amount plus any accrued interest; (iii) if the May 2019 Investor Note is prepaid during the period beginning on the date which is ninety-one (91) days following the applicable May 2019 Effective Date, and ending on the date which is one hundred eighty (180) days following the applicable May 2019 Effective Date, then the prepayment premium shall be 145% of the face amount plus any accrued interest. Such prepayment redemptions must be closed and funded within three days of giving notice of prepayment or the right to prepay shall be forfeited.


SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
June 30, 2019 and 2018
(Expressed in United States Dollars)
(unaudited)

13. Convertible Promissory Notes, (continued)

The Company reserved 10,937,000 of its authorized and unissued Common Stock (the "May 2019 Reserved Amount"), free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of the May 2019 Investor Note. Upon full conversion of the May 2019 Investor note, any shares remaining in such reserve shall be cancelled. The Company increases the May 2019 Reserved Amount in accordance with the Company's obligations under the May 2019 Investor note.

Pursuant to the terms of the May 2019 SPA, for so long as the May 2019 Investor owns any shares of Common Stock issued upon the conversion of the May 2019 Investor note (the "May 2019 Conversion Shares"), 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 May 2019 Investor Note and the May 2019 SPA, including but not limited to the requirement to maintain its corporate existence and assets, subject to certain exceptions, and not to make any offers or sales of any security under circumstances that would require registration of or stockholder approval for the May 2019 Investor Note or the May 2019 Conversion Shares.

For the six-month period ended June 30, 2019, the Company accrued interest of $67,231 (2018-$nil) on the outstanding promissory notes, included in accrued liabilities.

14. Mortgage Payable

The Company obtained a mortgage provided by private lenders to finance the acquisition of the shares of 1684567, as noted under note 6, business acquisition. The mortgage has a principal amount of $1,375,380 ($1,800,000 CAD), is repayable interest only on a monthly basis at an annual rate of 10% per annum and is due May 24, 2020. The mortgage payable is secured by way of shares for 1684567, a first mortgage on the premises, a general assignment of rents, a fire insurance policy and is guaranteed by the Company. Financing fees on the mortgage totaled $82,592 ($108,090 CAD).

June 30, 2019December 31, 2018
Mortgage payable, net of unamortized finance fees of $74,219 ($97,133 CAD)$1,301,161$-


15. Loans Payable to Related Parties

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

 

 

 

 

 

Travellers International Inc.

$

-

 

$

146,600

 

Directors

 

57,308

 

 

54,975

 

 

$

57,308

 

$

201,575

 

Loan payable in the amount of $nil ($nil CAD) (December 31, 2018-$146,600; $200,000 CAD), owing to Travellers bears interest at the rate of 12% per annum, was due on demand and was unsecured. The loan and related accrued interest were repaid during the six-month period ended June 30, 2019. As at June 30, 2019 $nil ($nil CAD) (December 31, 2018-$13,110; $17,885 CAD) in interest was included in accrued liabilities.

Loans payable to directors in the amount of $57,308 ($75,000 CAD) (December 31, 2018-$54,975; $75,000 CAD), owing to three directors bear interest at the rate of 12% per annum, is due on demand and is unsecured. As at June 30, 2019, $8,384 ($10,973 CAD) (December 31, 2018-$4,772; $6,510 CAD) in interest is included in accrued liabilities. These loans were repaid with accrued interest on July 19, 2019.

For the three-month period ended June 30, 2019, $2,373 ($3,165 CAD) (2018-$6,072; $7,758 CAD) in interest was incurred on the loans to related parties. And, for the six-month period ended June 30, 2019, $7,828 ($10,438 CAD) (2018-$6,362; $8,129 CAD) in interest was incurred on the loans payable to related parties.




SusGlobal Energy Corp.

Notes to the Interim Condensed Consolidated Financial Statements

June 30, 2019 and 2018

(Expressed in United States Dollars)

(unaudited)

16. Capital Stock

As at June 30, 2019, the Company had 150,000,000 common shares authorized with a par value of $.0001 per share and 42,484,531 (2018-40,299,531) common shares issued and outstanding. During the six-month period ended June 30, 2019, the Company raised $nil (December 31, 2018-$650,240) cash on a private placement, net of share issue costs of $nil (2018-$46,260), on the issuance of nil (December 31, 2018-696,500) common shares of the Company. The Company issued 2,000,000 common shares on the exchange each of the President's and the CEO's 1,000,000 2018 RSUs; 5,000 common shares for proceeds received prior to December 31, 2018 of $4,600, net of share issue costs of $400; 100,000 common shares for professional services in the amount of $53,000, based on the closing trading price on the day immediately prior to issuance and 80,000 common shares to the directors determined to be valued at $39,200 based on the trading price of the stock at the close of the day immediately prior to issuance.

In addition, during the prior year, the Company issued 190,000 common shares of the Company, in regard to the $178,200 proceeds received from a private placement prior to December 31, 2017, net of share issue costs of $11,800 and issued 20,000 common shares of the Company to a new director, determined to be valued at $20,000, based on private placement pricing at the time.

All non-cash transactions were valued based on the proceeds of a recent private placement.

The Company also granted the CEO 3,000,000 RSUs under a new consulting agreement effective January 1, 2017. The RSUs are expected to vest in three equal installments annually on each of January 1, 2018, 2019 and 2020. On February 25, 2018, the Company issued 1,000,000 common shares in exchange for 1,000,000 RSUs to the CEO. In addition, on May 17, 2018, at a meeting of the Board, the Board approved an amendment to the President's consulting agreement, to include the granting of 3,000,000 RSUs to the President, determined to be valued at $3,000,000, based on private placement pricing at the time on the same terms and conditions as those granted to the CEO. Effective May 17, 2018, 1,000,000 RSUs were exchanged into 1,000,000 common stock. Based on private placement pricing at the time, the common stock issued in exchange for the President's RSUs, was determined to be valued at $1,000,000.

17. Commitments

a)Effective January 1, 2017, new consulting agreements were finalized for the services of the President and for the CEO. The consulting agreements are for a period of three years, commencing January 1, 2017. For each of these two executive officers, the monthly fees are as follows: $3,821 ($5,000 CAD) for 2017 and $11,462 ($15,000 CAD) for 2018 and 2019. In addition, the CEO was granted 3,000,000 RSUs on January 1, 2017. On each of January 1, 2018 and April 3, 2019, 1,000,000 RSUs were exchanged into 1,000,000 common stock. The RSUs of the remaining installment is expected to vest on January 1, 2020, upon meeting certain performance objectives. On May 17, 2018, the President's consulting agreement was amended by the Board to add the granting of 3,000,000 RSUs, on the same terms and conditions as those of the CEO. On this date, the President was issued 1,000,000 common stock on the exchange of 1,000,000 RSUs. On January 8, 2019, the President was issued 1,000,000 common stock on the exchange of his 2018 RSUs. The RSUs of the remaining instalment are expected to vest on January 1, 2020, upon meeting certain performance objectives. The future minimum commitment under these consulting agreements, is as follows:
     

 

For the six-month period ending December 31, 2019

$

137,538

 


b)

Effective January 1, 2017, the Company entered into a new three-year premises lease agreement with Haute at a monthly amount of $3,056 ($4,000 CAD) for 2017, $ 3,821 ($5,000 CAD) for 2018 and $4,585 ($6,000 CAD) for 2019. The Company is also responsible for all expenses and outlays in connection with its occupancy of the leased premises, including, but not limited to utilities, realty taxes and maintenance. The future minimum commitment under this premises lease agreement is as follows:

 

 

For the six-month period ending December 31, 2019

$

27,510

 

 




SusGlobal Energy Corp.

Notes to the Interim Condensed Consolidated Financial Statements

June 30, 2019 and 2018

(Expressed in United States Dollars)

(unaudited)

17Commitments, (continued)

c)

The Company was assigned the land lease on the purchase of certain assets of Astoria. 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 $2,292 ($3,000 CAD) and is subject to adjustment based on the consumer price index as published by Statistics Canada ("CPI"). No adjustment for CPI had been charged by the previous landlord. The Company is also responsible for any property taxes, maintenance, insurance and utilities. In addition, the Company has the right to extend the lease for five further terms of five years each and one further term of five years less one day. Effective January 1, 2019, this right-of-use operating lease has been reported as an operating lease right-of-use asset and an operating lease liability on the interim condensed consolidated balance sheets as at March 31, 2019 and 2018. Subsequently, effective May 24, 2019, the Company acquired the shares of 1684567, the company that owned the land upon which the right-of-use asset was situated. As a result, the Company is currently both the tenant and the landlord and as such, no longer recognizes an operating right-of-use asset and related operating lease liability.

 

 

The Company reserved a minimum of eight (8) times the number of its authorized and unissued Common Stock (the "March 2019 Reserved Amounts"), free from pre-emptive rights, to provide for the issuance of Common Stock upon the full conversion of the March 2019 Investor Notes. Upon full conversion of the March 2019 Investor Notes, any shares remaining in such reserve shall be cancelled. The Company increases the March 2019 Reserved Amount in accordance with the Company's obligations under the March 2019 Investor Notes.

Since the March 2019 Investor Notes were not repaid by their March 7, 2020 and March 8, 2020 maturity dates, they are also in default resulting in the interest rate on the 2019 March Investor Notes increasing from 12% to 24% annually, effective January 28, 2020. The March 2019 Investors continue to have the option to convert their March 2019 Investor Notes.

During the three-month period ended March 31, 2020, the March 2019 Investors converted a total of $38,000 of their March 2019 Investor Notes.

 

In addition,(c)

On May 23, 2019, the Company was recently informed that, throughentered into a special provision of the site plansecurities purchase agreement (the "May 2019 SPA") with the City of Bellevilleone investor (the "City""May 2019 Investor"), Ontario, pursuant to which the Company is requiredissued to fund certain road maintenance required by the City forMay 2019 Investor one 12% unsecured convertible promissory note (the "May 2019 Investor Note") in the years 2017 through to 2025 at an annual rateprincipal amount of $7,641 ($10,000 CAD). The first year of the special provision was 2016, approximately one year before$250,000. On this date, the Company acquired certain assetsreceived proceeds of Astoria. This special provision was not addressed in the APA and as a result, the Company may be liable for both the 2016 and 2017 assessments.$204,250, net of transaction related expenses of $45,750.