Form F1 MANAGEMENT DISCUSSION AND ANALYSIS SONIC TECHNOLOGY SOLUTIONS INC.

Transcription

1 Form F1 MANAGEMENT DISCUSSION AND ANALYSIS SONIC TECHNOLOGY SOLUTIONS INC. The following discussion and analysis of the results of operations and financial position of Sonic Technology Solutions Inc. ( Sonic or the Company ) together with its subsidiaries and joint ventures, is prepared as of May 27, 2010 and should be read in conjunction with the Company s unaudited consolidated financial statements for the three month period ended March 31, 2010 and the audited consolidated financial statements for the year ended December 31, The significant accounting policies are outlined in Note 2 to the audited financial statements of the Company for the year ended December 31, These accounting policies have been applied consistently for the three month period ended March 31, All amounts are recorded in Canadian dollars unless otherwise noted. Additional information relating to the Company is on SEDAR at Company Overview Sonic provides process solutions for specific industry sectors utilizing the advantages of sonic energy, referred to as a Sonoprocess. The Company was founded and listed on the TSX Venture Exchange (SNV-TSXV) and is also listed on the Frankfurt Stock Exchange in Germany under the symbol FDZ.GR. The Company s current focus is in the oil sector where the Company is developing its heavy oil de-asphalting/upgrading process (the PetroSonic process ). The process involves using our first stage Sonoprocess at standard treating temperatures and pressures resulting in the rapid deasphalting of heavy oil to improve the oil quality by 6-10 degrees API and reduce sulphur and heavy metals by 40 and 70%, respectively. Through a second stage chemical process acquired in 2008, it can reach improvements of a total of 15 degrees API for the combined process. The Company has performed significant testing on heavy oils from numerous heavy oil projects globally and has recently entered into an agreement to establish a joint venture for its first commercial application in Albania and is evaluating other international opportunities. Sonic s business strategy is focused on commercializing the PetroSonic process by initially constructing and operating its first facility to demonstrate its viability. Following the success of this first facility, Sonic will look to license this proven and simple process to production and refining companies to realize improved value for a licensing and processing fee. All other Sonoprocess opportunities are developed in conjunction with strategic joint venture development partners (SonoAsh LLC JV with Nalco-Mobotec and SonoOil agreement with Shell Canada Energy) who can share the development costs, their expertise in their specific field and provide enhanced market access. This strategy maximizes the opportunities of our core sonic reactor technology to develop and commercialize Sonoprocess solutions and create a diversified revenue base for the Company. 1

2 Petrosonic Process Technology In 2007, the Company entered into an agreement to establish Petrosonic Energy Systems Inc. ( Petrosonic ) to develop and market Sonoprocess applications for processing heavy oil via deasphalting, blending, and vis-breaking (partial cracking) under license. Petrosonic is developing a Sonoprocess for heavy oil upstream plants suitable for small and medium producers. The opportunity is to provide integrated operating systems to heavy oil producers in exchange for licensing and processing fees. The market in Canada and the USA is significant once differentials widen towards historic norms, while internationally there is an even greater opportunity. The Company is pursuing the commercialization of the PetroSonic process in Albania through a joint venture with a private Albanian company, with initial startup of operations expected to commence in June of 2010 building towards a design capacity of 1,000 bbls per day towards the end of summer SonoAsh Beneficiation of Waste Fly Ash as Cement Substitute In 2009, the Company made significant advances to facilitate the further development and marketing of the Company s physical processes to achieve preferred fly ash particle size distributions, de-agglomeration, and carbon removal. The primary opportunity for Sonic is to increase the use of fly ash in cement by conditioning much of the ash in terms of size and residual carbon content and other chemical substances which currently limit the use of the ash under current ASTM standards. Sonic has a joint venture ( SonoAsh LLC ) with Nalco-Mobotec to develop and market the SonoAsh process. The initial phase of testing required Nalco-Mobotec to invest up to $0.5m for an initial 12.5% stake in the JV with the option to invest up to $4 million to obtain a 50% interest in the SonoAsh joint venture. SonoOil Processes for Oil Sands Separation The Company s wholly-owned licensed subsidiary SonoOil Inc. ( SonoOil ) entered into an agreement with Shell Canada Energy ( Shell ), for the application of sonic energy to improve oil sands processing. Shell is currently undertaking the first phase of testing to establish the sonication conditions necessary to enhance existing oil sands processes. First Quarter Highlights In February, the Company entered into an agreement to form a joint venture in Albania to build and operate initially a 1,000 barrels of oil per day PetroSonic heavy oil upgrading facility. The joint venture is with a private Albanian company that will provide an existing lease and facility which has been utilized in the past for crude blending operations. The partner has agreed to contribute $1 million in capital to the joint venture to cover construction and initial costs related to establishing operations in Albania for a 40% working interest in the joint venture. Sonic will provide the license for operating sonic generators and the process for upgrading of heavy crude oil along with the initial one or two sonic generators to process 1,000 barrels per day of heavy 2

3 crude oil. The joint venture will be owned 60% by Sonic and 40% by the Albanian partner. Initial operations are expected to commence in June On January 7, 2010, Brian Farrell was appointed interim Chief Financial Officer. Also in January 2010, the Company engaged two consultants to perform finance, business development and marketing functions. On January 21, 2010 the company announced the grant of 1,200,000 stock options to officers and consultants of the company at an exercise price of $0.15 per share for a 5 year term. On March 30, 2010, the Company closed a $4,012,740 private placement, issuing 44,585,995 units at a price of $0.09 per unit. Each unit consists of one common share and one share purchase warrant exercisable into one common share at a price of $0.18 for two years from closing. Subsequent Events There are no subsequent events to report Outstanding Share Data Set out below is the outstanding share data of the Company as at May 27, For additional detail, see Note 10 to the interim consolidated financial statements for the three months ended March 31, 2010 and Note 12 to the consolidated financial statements for the period ended December 31, At May 27, 2010 Number Outstanding Common shares 120,259,395 Options to Purchase Common Shares 10,015,000 Warrants to Purchase Common Shares 44,585,995 Results of Operations For the three months ended March 31, 2010, the Company had a net loss of $678,437 (2009 $900,667). The specific components of Sonic s general expenses are disclosed below. Amortization expenses of $123,551 ( $195,386) are attributable to amortization of its computer equipment, furniture and office equipment, leasehold improvements, vehicles, deferred development costs, patents and other intangible assets. Property and office equipment are amortized using the declining balance method. The deferred development and intangible assets costs are being amortized over a ten year period. Automobile expenses of $6,716 ( $12,955) include expenses associated with vehicles leased by the company and related automobile expenses. Bad debt of $6,000 (2009 recovery of $26,966). The recovery in 2009 was comprised of a GST refund adjustment on the bad debt provision that had been set up in

4 Consulting costs of $81,000 ( nil) comprised of costs paid or accrued to consultants that are performing finance, business development and marketing functions for the Company. Insurance costs of $13,057 ( $14,819) include general office, equipment, environmental liability and director and officer liability insurance. Legal and accounting costs of $8,370 ( $27,679) include legal and accounting professional fees incurred in connection with Sonic s status as a publicly traded company. Office, postage, printing costs and fees of $18,744 ( $3,890) generally include postage and costs associated with Sonic s office premises. Rent costs of $28,569 ( $40,273) includes rent payable in connection with its head office in Vancouver, British Columbia and the Lab facility in Edmonton, Alberta. Research of $37,771 ( $158,350) includes rent at Sonic s research and testing facility at Richmond, British Columbia. R&D expenses also include the associated supplies at this facility and development of future projects. Sonic is primarily focused on the heavy oil development testing. As much of Sonic s technology research has been completed within the PetroSonic process and as SonoAsh is covered by the joint venture, the costs for the current quarter significantly dropped from the first quarter of Salaries and wages costs of $229,904 ( $259,360) include salaries, wages and benefits payable to the employees of Sonic and its operating subsidiaries. Salaries and wages - stock compensation costs of $76,636 ( $107,191) in respect to directors, officers and employees as a result of options granted as part of an incentive program. Stock compensation expense associated with salaries and wages is attributable to stock options granted to both employees and non-employees using the fair value method. Shareholder relation costs of $1,939 ( $4,535) include costs of communications with Sonic s shareholders. Shareholder relations stock compensation costs of $12,397 (2009 nil) is attributable to stock options granted to investor relations consultants for shareholders relations and advertising activities. Telephone and utility costs of $10,024 ( $9,072) include telephone and utility expenses associated with Sonic s office premises and telecommunication costs for cellular phones and Blackberry devices used by Sonic s personnel. Transfer agent and regulatory fees of $5,400 ( $10,819) include fees payable to Sonic s transfer agent and securities regulatory authorities. Travel and promotion costs of $72,615 ( $24,173) include business travel and travel related to Sonic s pursuit of marketing of its Sonoprocess technology. The travel cost increase is primarily related to Sonic pursuing international business opportunities, as well as finance related activities. 4

5 Other Significant items Interest income of $61,530 ( $110) Interest is calculated on the note receivable from Energy Investment Group for the purchase of the TerraKleen operation. On November 26, 2009, the Company entered into an agreement with Energy Investment Group ( EIG ) for the sale of the Terra-Kleen environmental remediation process and assets for consideration of $1,500,000 plus future royalties as follows: - $500,000 due immediately; ($150,000 received in $150,000 received in January 2010.) - $50 for every tonne processed by EIG using a Terra-Kleen system for a total payment of $1,000,000, interest free, payable within 24 months from the date of sale; and - A further Royalty interest in the use of Terra-Kleen system by EIG as follows: o $25 for every tonne on the next 120,000 tonnes processed; and o $10 for every tonne thereafter. At December 31, 2009, the fair value of the interest free $1,000,000 receivable in 2 years was $591,716, calculated using the effective interest rate method with the assumption of an effective interest rate of 30%. The fair value has been amortized using the effective interest rate method to its face value of $1,000,000. Costs associated with the discontinued operations of Terra-Kleen of $Nil (Restated $50,421). As a result of the sale of Terra-Kleen, the related assets, liabilities and operations have been recorded as discontinued operations for the fiscal year Contingencies The Company asserted a construction lien action against Hazco Environmental Services Ltd. ( Hazco ), a division of CCA Income Trust Inc., CCS Inc. and ABB Inc. in respect of Sonic s supply of labour, services and materials related to the treatment and remediation of contaminated soil at a site owned by ABB Inc. located at 2401 Dixie Road in Mississauga, Ontario. Hazco has defended Sonic s Statement of Claim and made allegations that certain of Sonic s scope of work was performed improperly and/or that deficiencies existed in said work. Hazco has claimed set-off and has claimed that there are no amounts owing to Sonic in relation to Sonic s work at the above-referenced project. In addition to Sonic, XCG Consultants Ltd. ( XCG ) and Hazco have both liened the project site as well. ABB has asserted a Counterclaim against XCG, Hazco and Sonic in relation to the alleged costs of remediating the project site due to environmental contamination and the diminution in value of the ABB lands. Changes in Accounting Policies Effective January 1, 2009, the Company adopted CICA Section 3064, Goodwill and Intangible Assets, which replaced Section 3062, Goodwill and Intangible Assets. This section establishes standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The new standard also provides guidance for the treatment of preproduction 5

6 and start-up costs and requires that these costs be expensed as incurred. The adoption of this standard had no impact on the Company s consolidated financial statements. In January 2009, the CICA approved EIC-173 Credit Risk and the Fair Value of Financial Assets and Financial Liabilities. This guidance clarified that an entity s own credit risk and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and financial liabilities including derivative instruments. The Company has evaluated this new standard and determined that adoption of these new requirements had no impact on the Company s consolidated financial statements. Recent Canadian Accounting Pronouncements Recent Canadian accounting pronouncements that have been issued but are not yet effective, and which may affect the Company s financial reporting are summarized below. For details of the specific accounting changes, refer to Note 3 of the Company s Interim Consolidated Financial Statements. i.) ii.) iii.) Section 1582 Business Combinations Section 1601 Consolidations Section 1602 Non-Controlling Interest In addition to these changes, in February 2008 the CICA announced that Canadian GAAP for publicly accountable enterprises will be replaced by International Financial Reporting Standards ( IFRS ) for the interim and annual financial statements for fiscal years beginning on or after January 1, The standard also requires that comparative figures for 2010 be based on IFRS. The Company is developing an IFRS conversion plan which will include an in-depth analysis of the IFRS standards, with priority being placed on those that have been identified as possibly having a significant impact. Analysis will include identifying the differences between IFRS and the Company s accounting policies and assessing the impact of the difference. Changes in accounting policies are likely to impact the Company s consolidated financial statements. IFRS Changeover Plan In February 2008, the Accounting Standards Board ( AcSB ) confirmed that International Financial Reporting Standards ( IFRS ) will replace Canadian GAAP for public accountable enterprises for fiscal years beginning on or after January 1, 2011, including comparative figures for the prior year. The Company will transition to IFRS effective January 1, 2011 and plans to issue its first interim financial statements under IFRS for the three month period ending March 31, 2011 and a complete set of financial statements under IFRS for the year ending December 31, The Company is going to consult external advisors to assist in the development and execution of a changeover plan to complete the transition to IFRS by January 1, For further details please refer to the Company s IFRS changeover plan as described in the 2009 Annual Management Discussion and Analysis. 6

7 Internal Controls Over Financial Reporting and Disclosure Controls On November 23, 2007, the British Columbia Securities Commission in which the Company is registered exempted Venture Issuers from certifying disclosure controls and procedures, as well as, Internal Control over Financial Reporting as of December 31, 2007, and thereafter. Since the Company is a Venture Issuer, it is now required to file basic certificates, which it has done for the year ended December 31, The Company has made no assessment relating to establishment and maintenance of disclosure controls and procedures or internal controls over financial reporting as defined under Multilateral Instrument as of December 31, Off-Balance Sheet Arrangements The Company does not utilize off-balance sheet transactions. Related Party Transactions During the period, salaries and directors fees of $84,750 ( $138,000) were paid or accrued to directors and officers. As at March 31, 2010, there was $60,963 ( $41,067) included in salaries payable. As at March 31, 2010 $94,168 ( $929) was owing to directors, officers and a company controlled by a former director and officer. These amounts are non-interest bearing, have no specific terms of repayment and were incurred in the normal course of operations. Quarterly Information The following financial information is for each of the eight most recently completed quarters of the Company which has been adjusted to reflect the discontinued operations. Total revenues (including interest) Loss for the period before discontinued operations Loss per share - basic and diluted March 31, 2010 $- $678,437 $0.01 December 31, 2009 $- $573,576 $0.01 September 30, 2009 $- $1,091,025 $0.02 June 30, 2009 $- $603,545 $0.01 March 31, 2009 $- $900,667 $0.01 December 31, 2008 $- $1,968,182 $0.04 September 30, 2008 $- $980,871 $0.02 June 30, 2008 $- $900,901 $0.02 Liquidity and Capital Resources Working Capital Sonic had positive working capital of $3,027,759 at March 31, 2010 compared with a working capital deficiency of $193,530 at March 31, The Company completed a private placement equity financing on March 30, See Cash Generated by Financing Activities below. 7

8 Cash Sonic had cash of $3,628,320 at March 31, 2010, compared to cash of $593,875 at March 31, The liquid portion of the working capital consists of cash. The management of this cash is conducted in-house based on investment guidelines approved by the Board, which generally specify that investments be made in conservative money market instruments that carry a low degree of risk. The objective of these investments is to preserve funds for commercialization of Sonic's technology. Cash Used in Operating Activities For the three months ended March 31, 2010, cash used in Sonic s continuing operating activities was $294,588 as compared to $436,754 for the same period in Cash Used in Investing Activities For the three months ended March 31, 2010, cash used in Sonic s continuing investing activities was $4,651 as compared to $(1,739) for the same period in Cash used in investing activities included $4,151 from the purchase of property, plant and equipment ( $(7,626)), and $500 ( $5,887) of patent application costs and intellectual properties acquisition costs. Cash Generated by Financing Activities On March 30, 2010, the Company closed a private placement issuing 44,585,995 units at a price of $0.09 per unit for gross proceeds of $4,012,743, of which $59,257 was received subsequent to the period end. Of the total proceeds amount, $2,383,453 was attributable to common shares and $1,629,287 was attributable to common share purchase warrants. Each unit consists of one common share and one common share purchase warrant. Each common share purchase warrant is exercisable into one common share at a price of $0.18 for 2 years. In connection with the private placement, the Company paid finder s fees of $178,214, legal and filing fees of $32,652, and issued 1,995,700 finder s warrants with a fair value of $150,065, which was charged to share issue costs. Each finder s warrant is exercisable into one common share at a price of $0.18 for 2 years. On January 14, 2009 the Company closed a private placement issuing an aggregate total of 10,800,000 units (the Units ) to subscribers at a price of $0.05 per Unit, with each Unit consisting of one common share and one common share purchase warrant, for gross proceeds of $540,000. Each warrant is exercisable for a period of six months at a price of $0.10 per common share purchase warrant. The Company paid a cash finder s fee equal to 5% of the proceeds on $250,000 of the Private Placement. Requirement of Additional Equity Financing Sonic has relied on equity financings for substantially all funds raised to date for its operations. Sonic is presently working on commercializing its patented low frequency Sonic generator 8

9 technology and related applications, with initial emphasis on commercializing its technology in the oil sector. The ability of Sonic to recover the costs it has incurred to date on its technology is dependent on Sonic being able to successfully generate positive cash flow from operations to fund its activities and has therefore relied principally upon the issuance of securities for financing. Sonic intends to continue relying upon the issuance of securities to finance its operations if required to the extent such instruments are issuable under terms acceptable to Sonic until Sonic attains profitable production. At March 31, 2010, Sonic had 10,015,000 stock options outstanding with a weighted average exercise price of $0.32 per share. Accordingly, as at March 31, 2010, the outstanding options represented a total of 10,015,000 shares issuable for a maximum of $2,576,250 if these options were exercised in full. The exercise of these options is completely at the discretion of the holders. There is no assurance that any of these options will be exercised. Commitments a) The Company has premises, vehicle and photocopier operating lease agreements. The leases expire between May 2010 and September The future lease obligations are as follows: Amount 2011 $ 132, , , Total $ 342,165 b) During 2007, the Company entered into a lease agreement for their corporate offices beginning April 1, From April 1, 2007 to September 30, 2007, the Company was not obligated to remit any rental payments; however the Company recorded rent expense of $61,902. This amount has been set up as deferred rent inducement and will be amortized over the term of the lease. The term of the lease agreement is six years beginning October 1, In addition, the Company received $113,400 for leasehold improvements to their office premises. In accordance with Canadian GAAP, this amount is being amortized against rent expense over the term of the 6 year lease. c) The Company entered into a three year employee contract with the former Chief Executive Officer ( CEO ) for monthly payments of $23,333 from June 16, 2008 to June 16, The employment contract had a 15 month salary payout upon termination. On August 31, 2009, the agreement was terminated for a lump sum payment of $150,000. In addition, the Company retained the former CEO for a period of twelve months at a monthly consulting fee of $12,500. d) The Company entered into a one year consulting agreement with a former director and officer of the Company in September The Company will pay $11,750 per month for one year of consulting services. 9

10 Outlook The Company expects to execute a PetroSonic project and commence first operations of its PetroSonic process in Albania in June 2010 with its joint venture company, PetroSonic Albania ShA. The Company is also reviewing low risk oil development related projects where it can utilize its PetroSonic process. Additionally, SonoAsh continues to pursue testing of its SonoAsh technology towards a demonstration or commercial facility for fly ash beneficiation. Business Risks The risks associated with Sonic's business include: Market Risk Sonic's business plan contemplates that it enter into licensing and joint venture agreements for its Sonoprocess and related processes using its proprietary technologies and that its licensees are in turn able to generate revenue from the use of the Sonic technology. In order to generate revenue and be commercially successful as an enterprise, it is important that these ventures develop their business based on Sonic s technology and generate revenue from the business. Sonic also needs to secure ventures or licensees for other Sonoprocess applications. There is no assurance that the Company will be able to secure any additional licensees or that any such licensees will be successful in generating revenue sufficient to cause the payment of royalties or other licensing fees to Sonic. Financial Risk Sonic s current cash flows alone are insufficient to fund its business plans and the Company will require substantial additional cash resources prior to achieving retained earnings. There is no assurance that the Company will be able to secure additional cash resources either through project financing or equity financing. Failure to obtain adequate financing could result in significant delays in the development of the business and a substantial curtailment of operations. Future financings could result in substantial dilution to existing shareholders. Sonic s Sonoprocess applications have not operated long enough on a commercial scale to be certain about the scope of all costs of operation and about the variability of commercial site conditions that may affect operating costs. Factors that could increase costs of operation beyond anticipated rates include unanticipated rates of maintenance, unanticipated inefficiencies in operations, any breakdowns and malfunctions in plant equipment. The Company is attempting to transition its business from a start-up model to one that is based substantially on revenue growth and potential profitability, but has not achieved that goal at this point. Sonic cannot guarantee that it will achieve profitability in the future, and a failure to do so will negatively impact the Company's share value. Development Risk A key business objective is for Sonic to further develop Sonoprocess applications for a wide range of value-added industrial and environmental processes. Nevertheless, while the sonic generator itself has met or exceeded expectations to date, each Sonoprocess development carries with it a technical risk. The technical risk extends from proof of concept, through pilot plant, and finally commercial scale-up. Accordingly, there is no assurance that the Company will be able to 10

11 commercialize or achieve profitability for any commercial applications of a Sonoprocess or realize additional revenues from other Sonoprocess technologies. Technical Risk The Company is undertaking technical development of several Sonoprocess applications and these developments all contain an element of technical risk with respect to technical performance, reliability and cost of operation. These factors could increase costs of operation or decrease performance relative to those currently anticipated and may impact Sonic s business outlook. Insurance and Environmental Risk Sonic now has limited environmental operations but to the extent that these involve environmental treatment of contaminated wastes they are governed by numerous laws and regulations at various levels of government. These laws and regulations regulate the operation and maintenance of facilities, the discharge of materials into the environment and other environmental protection issues. The Company maintains a comprehensive Environmental Health and Safety policy and has secured extensive insurance coverage to militate against such risks. Nevertheless, even if the loss from an environmental incident were covered by insurance, such an incident would likely have a negative impact on the financial condition of the Company. Furthermore, the costs of complying with environmental laws and regulations in the future may harm the Company's business, particularly if there are future changes in environmental laws and regulations that result in stricter standards and enforcement, larger fines and liability or increased capital expenditures and operating costs. Regulatory Risk Sonic has obtained regulatory approval for its operations to date but this does not guarantee that regulatory approval will be received in future or other regulatory jurisdictions. If specific project regulatory approvals are not obtained, Sonic will be restricted from operations in these jurisdictions. Management Risk Sonic s directors and officers may serve as directors or officers, or may be associated with other reporting companies or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which Sonic may participate, the directors and officers of Sonic may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. If a conflict of interest arises, Sonic will follow the provisions of its governing corporate legislation dealing with conflicts of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of Sonic s directors, disclose his interest and refrain from voting for or against the approval of such participation or such terms unless otherwise permitted. In accordance with the laws of the Province of British Columbia, the directors and officers of Sonic are required to act honestly, in good faith and in the best interests of Sonic. 11

12 FORWARD LOOKING STATEMENTS Certain statements made herein, other than statements of historical fact relating to the Sonic, are forward-looking statements. These include, but are not limited to, statements respecting anticipated business activities, planned expenditures, corporate strategies, participation in projects and financing, the outcome of development activities in the heavy oil, oil sands and fly ash sectors, the potential for joint ventures, licensing or other arrangements involving Sonoprocess applications, including its Albanian joint venture, and other statements that are not historical facts. When used in this MD&A, the words such as could, plan, estimate, expect", intend, may, potential, should and similar expressions, are forward-looking statements. Although the Company believes that its expectations reflected in these forwardlooking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include those described under the heading Risk Factors elsewhere in this MD&A. The reader is cautioned not to place undue reliance on forward-looking statements. The Company assumes no obligation to update forward looking statements except to the extent required by applicable securities laws. 12