EX-99.1 2 bldp093017-ex991.htm EXHIBIT 99.1 Exhibit
























 
Condensed Consolidated Interim Financial Statements
(Expressed in U.S. dollars)

BALLARD POWER SYSTEMS INC.

Three and nine months ended September 30, 2017 and 2016
 





BALLARD POWER SYSTEMS INC.
Consolidated Statement of Financial Position
Unaudited (Expressed in thousands of U.S. dollars)
 
Note

September 30,
2017

December 31,
2016

Assets

 
 
Current assets:

 
 
Cash and cash equivalents

$
60,061

$
72,628

Trade and other receivables

18,361

14,924

Inventories
5

19,789

17,228

Prepaid expenses and other current assets

2,384

2,973

Total current assets

100,595

107,753

Non-current assets:



Property, plant and equipment

15,295

15,701

Intangible assets
6

19,534

18,083

Goodwill

40,562

40,562

Investments

491

1,191

Other long-term assets

177

156

Total assets

$
176,654

$
183,446

Liabilities and Equity



Current liabilities:



Trade and other payables
7

$
22,173

$
17,767

Deferred revenue and other recoveries

9,562

20,621

Provisions
8

4,881

3,568

Finance lease liability
9

646

569

Debt to Ballard Power Systems Europe A/S non-controlling interest
11

—

521

Total current liabilities

37,262

43,046

Non-current liabilities:



Finance lease liability
9

6,444

6,428

Deferred gain on finance lease
9

3,086

3,398

Provisions
8

4,257

3,864

Employee future benefits

4,669

5,167

Total liabilities

55,718

61,903

Equity:



Share capital
10

984,161

977,707

Contributed surplus
10 & 11

290,695

295,547

Accumulated deficit

(1,154,290
)
(1,149,128
)
Foreign currency reserve
11

370

718

Total equity attributable to equity holders

120,936

124,844

Ballard Power Systems Europe A/S non-controlling interest
11

—

(3,301
)
Total equity

120,936

121,543

Total liabilities and equity

$
176,654

$
183,446

See accompanying notes to consolidated financial statements.
Approved on behalf of the Board:
“Doug Hayhurst”
“Ian Bourne”
Director
Director





BALLARD POWER SYSTEMS INC.
Consolidated Statement of Loss and Other Comprehensive Loss
Unaudited (Expressed in thousands of U.S. dollars, except per share amounts and number of shares)
 
 
Three months ended
 
Nine months ended
 
 
 
September 30,
 
September 30,
 
 
Note

2017

2016

2017

2016

Revenues:
 
 
 
 
 
Product and service revenues
 
$
31,854

$
20,635

$
81,032

$
54,586

Cost of product and service revenues
 
21,664

14,201

52,027

39,748

Gross margin
 
10,190

6,434

29,005

14,838

Operating expenses:
 




Research and product development
 
5,702

4,868

17,235

15,511

General and administrative
 
3,210

3,272

9,379

9,424

Sales and marketing
 
1,980

1,718

5,807

5,695

Other expense
13

218

340

872

2,647

Total operating expenses
 
11,110

10,198

33,293

33,277

Results from operating activities
 
(920
)
(3,764
)
(4,288
)
(18,439
)
Finance income (loss) and other
14

636

(224
)
2,004

(77
)
Finance expense
14

(219
)
(172
)
(564
)
(522
)
Net finance income (expense)
 
417

(396
)
1,440

(599
)
Loss on sale of assets
15

(41
)
—

(865
)
(367
)
Equity in loss of investment in joint venture

(46
)
—

(88
)
—

Impairment charges on intangible assets and
 




property, plant and equipment
6 & 16

—

—

—

(1,151
)
Loss before income taxes
 
(590
)
(4,160
)
(3,801
)
(20,556
)
Income tax expense
 
(437
)
(251
)
(1,361
)
(254
)
Net loss for period
 
(1,027
)
(4,411
)
(5,162
)
(20,810
)
Other comprehensive income (loss):
 




Items that may be reclassified subsequently to profit or loss:
 




Foreign currency translation differences
 
(311
)
(97
)
(973
)
(250
)
Total comprehensive loss for period
 
$
(1,338
)
$
(4,508
)
$
(6,135
)
$
(21,060
)
Net loss attributable to:
 




Ballard Power Systems Inc.
 
$
(1,027
)
$
(4,187
)
$
(5,162
)
$
(19,991
)
Ballard Power Systems Europe A/S non-controlling interest
 
—

(224
)
—

(819
)
Net loss for period
 
$
(1,027
)
$
(4,411
)
$
(5,162
)
$
(20,810
)
Total comprehensive loss attributable to:
 




Ballard Power Systems Inc.
 
$
(1,338
)
$
(4,243
)
$
(6,135
)
$
(20,132
)
Ballard Power Systems Europe A/S non-controlling interest
 


(265
)


(928
)
Total comprehensive loss for period
 
$
(1,338
)
$
(4,508
)
$
(6,135
)
$
(21,060
)
Basic and diluted loss per share attributable
 




       to Ballard Power Systems Inc.
 




Loss per share for the period
 
$
(0.01
)
$
(0.03
)
$
(0.03
)
$
(0.13
)
Weighted average number of common shares outstanding     
 
176,438,433

165,192,529

175,753,876

159,664,841

See accompanying notes to consolidated financial statements.





BALLARD POWER SYSTEMS INC.
Consolidated Statement of Changes in Equity
Unaudited (Expressed in thousands of U.S. dollars except number of shares)

 
 
 
 
 
 
Ballard

 
 
 
 
 
 
 
Power

 
 
 
 
 
 
 
Systems

 
 
Ballard Power Systems Inc. Equity
Europe A/S

 
 
 
 
 
 
Foreign

Non-

 
 
Number of

Share

Contributed

Accumulated

currency

controlling

Total

 
shares

capital

surplus

deficit

reserve

interests

equity

Balance, December 31, 2016
174,749,630

$
977,707

$
295,547

$
(1,149,128
)
$
718

$
(3,301
)
$
121,543

Net loss
—

—

—

(5,162
)
—



(5,162
)
DSUs redeemed (note 10)
181,788

297

(737
)
—

—

—

(440
)
RSUs redeemed (note 10)
231,043

639

(1,078
)
—

—

—

(439
)
Options exercised (note 10)
1,463,197

4,418

(1,670
)
—

—

—

2,748

Warrants exercised (note 10)
550,000

1,100









1,100

Share distribution plan




2,032

—

—

—

2,032

Ballard Power System Europe NCI adjustment for change in ownership (note 11)




(3,399
)


625

3,301

527

Other comprehensive loss:
 
 
 
 
 
 
 
Foreign currency translation for foreign operations
—

—

—

—

(973
)


(973
)
Balance, September 30, 2017
177,175,658

$
984,161

$
290,695

$
(1,154,290
)
$
370

$
—

$
120,936

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ballard

 
 
 
 
 
 
 
Power

 
 
 
 
 
 
 
Systems

 
 
Ballard Power Systems Inc. Equity
Europe A/S

 
 
 
 
 
 
Foreign

Non-

 
 
Number of

Share

Contributed

Accumulated

currency

controlling

Total

 
shares

capital

surplus

deficit

reserve

interests

equity

Balance, December 31, 2015
156,837,187

$
948,213

$
293,332

$
(1,127,655
)
$
567

$
(2,843
)
$
111,614

Net loss
—

—

—

(19,991
)
—

(819
)
(20,810
)
Net offering proceeds (note 10)
17,250,000

28,117

—

—

—

—

28,117

DSUs redeemed (note 10)
146,211

299

(565
)
—

—

—

(266
)
RSUs redeemed (note 10)
13,713

44

(61
)
—

—

—

(17
)
Options exercised (note 10)
372,787

688

(278
)
—

—

—

410

Share distribution plan
—

—

2,822

—

—

—

2,822

Other comprehensive loss:
 
 
 
 
 
 
 
Foreign currency translation for foreign operations
—

—

—

—

(141
)
(109
)
(250
)
Balance, September 30, 2016
174,619,898

$
977,361

$
295,250

$
(1,147,646
)
$
426

$
(3,771
)
$
121,620

See accompanying notes to consolidated financial statements.




BALLARD POWER SYSTEMS INC.
Consolidated Statement of Cash Flows
Unaudited (Expressed in thousands of U.S. dollars)
 
 
Nine months ended September 30,
 
 
Note

2017

2016

Cash provided by (used in):
 
 
 
Operating activities:
 
 
 
Net loss for the period
 
$
(5,162
)
$
(20,810
)
Adjustments for:
 


Share based compensation
10

2,032

2,443

Employee future benefits
 
43

201

Employee future benefits plan contributions
 
(600
)
(685
)
Depreciation and amortization
 
3,583

3,488

Loss on decommissioning liabilities
 
393

282

Loss on sale of assets
15

865

367

Impairment charges on intangible assets and property, plant
 


and equipment
6 & 16

—

1,151

Unrealized gain on forward exchange contracts
 
(462
)
(298
)
Impairment loss on trade receivables
 
2

324

Equity in loss of investment in joint venture
 
88

—

 
 
782

(13,537
)
Changes in non-cash working capital:
 


Trade and other receivables
 
(3,658
)
(1,340
)
Inventories
 
(2,561
)
(8,822
)
Prepaid expenses and other current assets
 
1,030

(515
)
Trade and other payables
 
4,788

2,757

Deferred revenue and other recoveries
 
(11,059
)
10,665

Warranty provision
 
1,638

(1,095
)
 
 
(9,822
)
1,650

Cash used in operating activities
 
(9,040
)
(11,887
)

 


Investing activities:
 


Additions to property, plant and equipment
 
(1,839
)
(2,574
)
Net proceeds on sale of property, plant and equipment and other
 
9

3,005

Additions to intangible assets
6

—

(1,053
)
Net proceeds on sale of intangible assets
 
—

9,244

Purchase of non-controlling interest in subsidiary
 
(43
)
—

Investment in associated companies
 
(972
)
—

Investment in other intangible assets
 
(3,101
)
—

Cash provided by investing activities
 
(5,946
)
8,622


 


Financing activities:
 


Non-dilutive financing
12

—

3,347

Net payment of finance lease liabilities
 
(456
)
(902
)
Net proceeds on issuance of share capital from stock option exercises
10

2,748

409

Net proceeds on issuance of share capital from warrant exercises
10

1,100

—

Net proceeds on issuance of share capital
10

—

28,117

Cash provided by financing activities
 
3,392

30,971

Effect of exchange rate fluctuations on cash and cash equivalents held
 
(973
)
394

Increase (decrease) in cash and cash equivalents
 
(12,567
)
28,100

Cash and cash equivalents, beginning of period
 
72,628

40,049

Cash and cash equivalents, end of period
 
$
60,061

$
68,149


Supplemental disclosure of cash flow information (note 18).
See accompanying notes to consolidated financial statements


BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three and nine months ended September 30, 2017 and 2016
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
 


1.
Reporting entity:

The principal business of Ballard Power Systems Inc. (the “Corporation”) is the design, development, manufacture, sale and service of proton exchange membrane (“PEM”) fuel cell products for a variety of applications, focusing on the power product markets of Heavy-Duty Motive (consisting of bus, truck, rail and marine applications), Portable Power, Material Handling and Backup Power, as well as the delivery of Technology Solutions, including engineering services, technology transfer and the license and sale of the Corporation’s extensive intellectual property portfolio and fundamental knowledge for a variety of fuel cell applications. A fuel cell is an environmentally clean electrochemical device that combines hydrogen fuel with oxygen (from the air) to produce electricity.

The Corporation is a company domiciled in Canada and its registered office is located at 9000 Glenlyon Parkway, Burnaby, British Columbia, Canada, V5J 5J8. The condensed consolidated interim financial statements of the Corporation as at and for the three and nine months ended September 30, 2017 comprises the Corporation and its subsidiaries.


2.
Basis of preparation:

(a)
Statement of compliance:

These condensed consolidated interim financial statements of the Corporation have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”), on a basis consistent with those followed in the most recent annual consolidated financial statements, and therefore should be read in conjunction with the December 31, 2016 audited consolidated financial statements and the notes thereto.

The condensed consolidated interim financial statements were authorized for issue by the Audit Committee of the Board of Directors on November 1, 2017.

(b)
Basis of measurement:

The condensed consolidated interim financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:

•
Financial instruments classified as fair value through profit or loss and available-for-sale are measured at fair value;
•
Derivative financial instruments are measured at fair value; and
•
Employee future benefits liability is recognized as the net of the present value of the defined benefit obligation, less the fair value of plan assets.

(c)    Functional and presentation currency:

These condensed consolidated interim financial statements are presented in U.S. dollars, which is the Corporation’s functional currency.

(d)
Use of estimates:

The preparation of the condensed consolidated interim financial statements in conformity with International Financial Reporting Standards (“IFRS”) requires the Corporation’s management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

6
BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three and nine months ended September 30, 2017 and 2016
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
 


2.
Basis of preparation (cont’d):

(d)
Use of estimates (cont'd):

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Significant areas having estimation uncertainty include revenue recognition, asset impairment, warranty provision, inventory provision, impairment loss (recoveries) on trade receivables employee future benefits, and income taxes. These estimates and judgments are discussed further in note 4.

(e)
Future operations:

The Corporation is required to assess its ability to continue as a going concern or whether substantial doubt exists as to the Corporation’s ability to continue as a going concern into the foreseeable future. The Corporation has forecast its cash flows for the foreseeable future and despite the ongoing volatility and uncertainties inherent in the business, the Corporation believes it has adequate liquidity in cash and working capital to finance its operations. The Corporation’s ability to continue as a going concern and realize its assets and discharge its liabilities and commitments in the normal course of business is dependent upon the Corporation having adequate liquidity and achieving profitable operations that are sustainable. There are various risks and uncertainties affecting the Corporation including, but not limited to, the market acceptance and rate of commercialization of the Corporation’s products, the ability of the Corporation to successfully execute its business plan, and general global economic conditions, certain of which are beyond the Corporation’s control.

The Corporation’s strategy to mitigate these risks and uncertainties is to execute a business plan aimed at continued focus on revenue growth, improving overall gross margins, and managing operating expenses and working capital requirements. Failure to implement this plan could have a material adverse effect on the Corporation’s financial condition and or results of operations.


3.
Significant accounting policies:

The accounting policies in these condensed consolidated interim financial statements are the same as those applied in the Corporation’s consolidated financial statements as at and for the year ended December 31, 2016.


4.
Critical judgments in applying accounting policies and key sources of estimation uncertainty:

Critical judgments in applying accounting policies:

Critical judgments that management has made in the process of applying the Corporation’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements are limited to management’s assessment of the Corporation’s ability to continue as a going concern (note 2(e)).

The Corporation’s significant accounting policies are detailed in note 4 of the Corporation’s consolidated financial statements for the year ended December 31, 2016.


7
BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three and nine months ended September 30, 2017 and 2016
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
 


4.
Critical judgments in applying accounting policies and key sources of estimation uncertainty (cont’d):

Key sources of estimation uncertainty:

The following are key assumptions concerning the future and other key sources of estimation uncertainty that have significant risk of resulting in a material adjustment to the reported amount of assets, liabilities, income and expenses within the next fiscal year.

(a)
Revenue recognition:

On long-term fixed price contracts, revenues are recorded on the percentage-of-completion basis over the duration of the contract, which consists of recognizing revenue on a given contract proportionately with its percentage of completion at any given time. The percentage of completion is determined by dividing the cumulative costs incurred as at the balance sheet date by the sum of incurred and anticipated costs for completing a contract.

•
The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety of factors such as variances in the timeline to completion, the cost of materials, the availability and cost of labour, as well as productivity.

•
The determination of potential revenues includes the contractually agreed amount and may be adjusted based on the estimate of the Corporation’s attainment on achieving certain defined contractual milestones. Management’s estimation is required in determining the probability that the revenue will be received and in determining the measurement of that amount.

Estimates used to determine revenues and costs of long-term fixed price contracts involve uncertainties that ultimately depend on the outcome of future events and are periodically revised as projects progress. There is a risk that a customer may ultimately disagree with management’s assessment of the progress achieved against milestones, or that our estimates of the work required to complete a contract may change. The cumulative effect of changes to anticipated revenues and anticipated costs for completing a contract are recognized in the period in which the revisions are identified. If the anticipated costs exceed the anticipated revenues on a contract, such loss is recognized in its entirety in the period it becomes known.

(b)
Asset impairment:

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In assessing fair value less costs to sell, the price that would be received on the sale of an asset in an orderly transaction between market participants at the measurement date is estimated. For the purposes of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other groups of assets. The allocation of goodwill to cash-generating units reflects the lowest level at which goodwill is monitored for internal reporting purposes. Many of the factors used in assessing fair value are outside the control of management and it is reasonably likely that assumptions and estimates will change from period to period.

These changes may result in future impairments. For example, the revenue growth rate could be lower than projected due to economic, industry or competitive factors, or the discount rate used in the value in use model could increase due to a change in market interest rates. In addition, future goodwill impairment charges may be necessary if the market capitalization decreased due to a decline in the trading price of the Corporation’s common stock, which could negatively impact the fair value of the Corporation’s operating segments.


8
BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three and nine months ended September 30, 2017 and 2016
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
 


4.
Critical judgments in applying accounting policies and key sources of estimation uncertainty (cont’d):

(c)
Warranty provision:

A provision for warranty costs is recorded on product sales at the time of shipment. In establishing the warranty provision, management estimates the likelihood that products sold will experience warranty claims and the cost to resolve claims received. In making such determinations, the Corporation uses estimates based on the nature of the contract and past and projected experience with the products. Should these estimates prove to be incorrect, the Corporation may incur costs different from those provided for in the warranty provision. Management reviews warranty assumptions and makes adjustments to the provision at each reporting date based on the latest information available, including the expiry of contractual obligations. Adjustments to the warranty provision are recorded in cost of product and service revenues.

(d)    Inventory provision:

In determining the lower of cost and net realizable value of inventory and in establishing the appropriate provision for inventory obsolescence, management estimates the likelihood that inventory carrying values will be affected by changes in market pricing or demand for the products and by changes in technology or design which could make inventory on hand obsolete or recoverable at less than the recorded value. Management performs regular reviews to assess the impact of changes in technology and design, sales trends and other changes on the carrying value of inventory. Where it is determined that such changes have occurred and will have a negative impact on the value of inventory on hand, appropriate provisions are made.

If there is a subsequent increase in the value of inventory on hand, reversals of previous write-downs to net realizable value are made. Unforeseen changes in these factors could result in additional inventory provisions, or reversals of previous provisions, being required.

(e)
Impairment loss (recoveries) on trade receivables:

Trade and other receivables are recognized initially at fair value and subsequently at amortized cost using the effective interest method, less any impairment losses. Fair value is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. In determining the fair value of trade and other receivables and establishing the appropriate provision for doubtful accounts, management performs regular reviews to estimate the likelihood that trade and other receivables will ultimately be collected in a timely manner. Where management determines that customer collectability issues have occurred and will have a negative impact on the value of trade and other receivables, appropriate provisions are made. If there is a subsequent recovery in the value of trade and other receivables, reversals of previous write-downs to fair value are made. Unforeseen changes in these factors could result in additional impairment provisions, or reversals of previous impairment provisions, being required.

(f)
Employee future benefits:

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that have terms to maturity approximating the terms of the related pension liability. Determination of benefit expense requires assumptions such as the discount rate to measure obligations, expected plan investment performance, expected healthcare cost trend rate, and retirement ages of employees. Actual results will differ from the recorded amounts based on these estimates and assumptions.

9
BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three and nine months ended September 30, 2017 and 2016
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
 


4.    Critical judgments in applying accounting policies and key sources of estimation uncertainty (cont’d):

(g)
Income taxes:

Deferred tax assets and liabilities are measured using enacted, or substantively enacted, tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is included in income in the period that includes the substantive enactment date. Management reviews the deferred income tax assets at each reporting period and records adjustments to the extent that it is no longer probable that the related tax benefit will be realized.

5.
Inventories:

During the three and nine months ended September 30, 2017, the write-down of inventories to net realizable value amounted to $181,000 and $364,000 (2016 – $78,000 and $257,000), respectively. Reversals of previously recorded write-downs amounting to $51,000 and $403,000 (2016 – $84,000 and $231,000) were recorded during the three and nine months ended September 30, 2017, respectively. Write-downs and reversals are included in cost of product and service revenues.

6.
Intangible assets:

 
 
September 30,

December 31,

 
 
2017

2016

Intellectual property acquired from UTC
 
$
1,976

$
2,311

Intellectual property acquired from H2 Logic A/s
 
151

215

Intellectual property acquired from Protonex
 
9,863

10,331

Internally generated fuel cell intangible assets
 
1,812

2,182

ERP management reporting software system
 
5,708

3,015

Intellectual property acquired by Ballard Power Systems Europe
 
24

29

 
 
$
19,534

$
18,083

 
 
Accumulated

Net carrying

 
Cost

amortization

amount

At January 1, 2017
$
63,285

$
45,202

$
18,083

Additions to & acquisition of intangible assets
3,101

—

3,101

Amortization expense
—

1,650

(1,650
)
At September 30, 2017
$
66,386

$
46,852

$
19,534


Amortization expense on intellectual property and internally generated intangible assets is allocated to research and product development expense. For the three and nine months ended September 30, 2017, amortization expense of $414,000 and $1,243,000 (2016 - $407,000 and $1,245,000), respectively, was recorded in research and product development expense. During the nine months ended September 30, 2016, impairment charges of $770,000 were also recorded to write-off intellectual property acquired from Idatech, LLC in 2012 to its net realizable value of $nil.

10
BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three and nine months ended September 30, 2017 and 2016
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
 


6.
Intangible assets (cont’d):

ERP Management Reporting Software System

In 2016, the Corporation commenced the process to replace its incumbent financial and other resource systems with a fully integrated Enterprise Resource Planning (ERP) management reporting software system. The implementation of this company-wide, cloud-based ERP system is expected to provide the Corporation with enhanced reporting capabilities. The Corporation has assessed its expenditure on the ERP implementation to be intangible assets. During the three and nine months ended September 30, 2017, additional development expenditures of $nil and $391,000, respectively, primarily related to stabilization and refinement efforts for Phase 1 implementation of the financial modules have been capitalized at cost. During the three and nine months ended September 30, 2017, additional development expenditures of $970,000 and $2,710,000, respectively related to the Phase 2 implementation of the manufacturing modules have been capitalized at cost. The estimated useful life has been assessed as seven years. Amortization expense on the ERP management reporting software system is allocated to general and administration expense. For the three and nine months ended September 30, 2017, amortization expense of $134,000 and $408,000 (2016 – nil), respectively, related to Phase 1 was recorded. Amortization of Phase 2 expenditures will commence in the fourth quarter of 2017.


7.
Trade and other payables:

 
September 30,

December 31,

 
2017

2016

Trade accounts payable
$
13,762

$
5,970

Compensation payable
5,781

8,056

Other liabilities
2,191

3,464

Taxes payable
439

277

 
$
22,173

$
17,767



8.
Provisions:

 
September 30,

December 31,

 
2017

2016

Restructuring charges (note 12)
$
488

$
813

Warranty
4,393

2,755

Current
$
4,881

$
3,568

 
 
 
Non-current decommissioning liabilities
$
4,257

$
3,864



11
BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three and nine months ended September 30, 2017 and 2016
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
 


9.
Finance lease liability:

The Corporation leases certain assets under finance lease agreements, which have imputed interest rates ranging from 4.2% to 7.35% per annum and expire between May 2021 and February 2025. At September 30, 2017, the outstanding lease liability of $7,090,000 (December 31, 2016 – $6,997,000) relates primarily to the lease of the Corporation’s head office building.

Deferred gains were also recorded on closing of the finance lease agreements and are amortized over the finance lease term. At September 30, 2017, the outstanding deferred gain was $3,086,000 (December 31, 2016 – $3,398,000).


10.
Equity:

(a)
Share capital:

At September 30, 2017, 177,175,658 common shares were issued and outstanding.

(b)
Share purchase warrants:

During the three and nine months ended September 30, 2017, 550,000 (2016 – nil) warrants were exercised at a price of $2.00 per share for proceeds of $1,100,000.

 
Exercise price of

Exercise price of

Total

Warrants Outstanding
$1.50
$2.00
Warrants

At December 31, 2016
122,563

1,675,000

1,797,563

Warrants exercised
—

(550,000
)
(550,000
)
At September 30, 2017
122,563

1,125,000

1,247,563


At September 30, 2017, 1,247,563 share purchase warrants were issued and outstanding.

During the month of October 2017, 375,000 warrants were subsequently exercised at $2.00 per share for proceeds of $750,000.

(c)
Share options:

During the three and nine months ended September 30, 2017, 826,455 and 1,463,197 (2016 – 333,588 and 381,089) options were exercised for proceeds of $1,703,000 and $2,748,000 (2016 – $374,000 and $422,000), respectively.

During the three and nine months ended September 30, 2017, options to purchase nil and 1,501,276 (2016 – 90,000 and 1,363,315) common shares were granted with a weighted average fair value of $0.00 and $1.09 (2016 – $0.74 and $0.75), respectively. The granted options vest annually over three years.

12
BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three and nine months ended September 30, 2017 and 2016
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
 


10.
Equity (cont’d):

(c)
Share options (cont'd):

The fair values of the options granted during the period were determined using the Black-Scholes valuation model under the following weighted average assumptions:

 
Three months ended
 
Nine months ended
 
 
 
September 30,

 
September 30,

 
2017

2016

2017

2016

Expected life
—

4 years

4 years

4 years

Expected dividends
Nil

Nil

Nil

Nil

Expected volatility
—

76
%
70
%
77
%
Risk-free interest rate
—

1
%
1
%
1
%

As at September 30, 2017 and 2016, options to purchase 5,285,668 and 5,607,729 common shares, respectively, were outstanding. During the three and nine months ended September 30, 2017, compensation expense of $319,000 and $980,000 (2016 – $414,000 and $1,318,000) was recorded in net income, respectively, based on the grant date fair value of the awards recognized over the vesting period.

(d)
Deferred share units:

As at September 30, 2017 and 2016, 851,183 and 1,081,610 deferred share units (“DSUs”), respectively, were outstanding. During the three and nine months ended September 30, 2017, 13,460 and 73,521 DSUs were granted, respectively. During the three and nine months ended September 30, 2017, 156,566 and 347,588 DSUs (2016 – 273,469 for both comparative periods) were redeemed, respectively.

During the three and nine months ended September 30, 2017, $72,000 and $227,000 of compensation expense was recorded in net loss relating to DSUs granted during the period, respectively.

During the three and nine months ended September 30, 2016, $67,000 and $234,000 of compensation expense was recorded in net loss relating to DSUs granted during the period, respectively.

(e)
Restricted share units:

As at September 30, 2017 and 2016, 1,918,361 and 1,590,312 restricted share units (“RSUs”), respectively, were outstanding. During the three and nine months ended September 30, 2017, nil and 735,977 (2016 – 52,324 and 820,246) RSUs were granted, respectively. During the three and nine months ended September 30, 2017, 15,061 and 441,394 RSUs (2016 – nil and 143,127) were redeemed, respectively.

During the three and nine months ended September 30, 2017, compensation expense of $271,000 and $825,000 (2016 – $311,000 and $900,000), respectively, was recorded in net loss. Each RSU is convertible into one common share. The RSUs vest after a specific number of years from date of issuance and, under certain circumstances, are contingent on achieving specific performance criteria.



13
BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three and nine months ended September 30, 2017 and 2016
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
 


11.
Ballard Power Systems Europe non-controlling interests:

On January 5, 2017, the Corporation purchased all of the shares in its European subsidiary held by Dansk Industri Invest A/S (previously Dantherm Air Handling A/S) for a nominal amount. As a result, the Corporation now owns 100% of Ballard Power Systems Europe A/S (BPSE) effective January 5, 2017. The Corporation previously held 57% of the shares in BPSE before purchasing the remaining 43% of shares from Dansk Industri Invest A/S. The Corporation acquired the remaining shares and obtained the cancellation of debt of $527,000 owed by BPSE to Dansk Industri Invest A/S for $43,000. The cancellation of debt and the removal of non-controlling interests were recorded as equity transactions and thus had no impact on the Corporation’s consolidated statement of loss and other comprehensive loss.


12.
Non-dilutive equity financing:

In 2015, an agreement was reached and the Corporation signed mutual releases with Superior Plus Income Fund (Superior Plus) as to the full and final amount payable to the Corporation under the indemnification agreement (the Indemnity Agreement), originally signed in 2008, and received additional cash proceeds of $3,347,000 in February 2016. The cash proceeds receivable were recorded as a credit to shareholders’ equity as of December 31, 2015 consistent with the accounting for the original transaction in 2008. The cash proceeds collected in February 2016 were presented as a non-dilutive financing in the 2016 statement of cash flows.


13.
Other expense (income):

 
Three months ended
 
Nine months ended
 
 
September 30,
 
September 30,
 
 
2017

2016

2017

2016

Net impairment loss (recovery) on trade receivables
$
—

$
320

$
2

$
69

Acquisition costs
—

—

—

43

Restructuring costs
218

20

870

2,535

 
$
218

$
340

$
872

$
2,647


Net impairment loss on trade receivables for the three and nine months ended September 30, 2017 was $nil and $2,000, respectively, compared to $320,000 and $69,000 in 2016, respectively.

Restructuring expenses of $870,000 for the nine months ended September 30, 2017 relate primarily to a leadership change in sales and marketing, combined with cost reduction initiatives in the general and administration function undertaken in the first three months of 2017, and by cost reduction initiatives at Protonex undertaken in the three months ended September 30, 2017.

Restructuring charges of $2,535,000 for the nine months ended September 30, 2016 relate to cost reduction initiatives that included the elimination of approximately 50 positions including the elimination of three executive level positions. These cost reduction initiatives were focused primarily on reducing the operating cost base associated with Methanol Telecom Backup Power activities while the Corporation continued to review strategic alternatives for these assets prior to the sale of certain of its Methanol Telecom Backup Power business assets to Chung-Hsin Electric & Machinery Manufacturing Corporation (CHEM), a Taiwanese power equipment company in June 2016.



14
BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three and nine months ended September 30, 2017 and 2016
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
 


14.    Finance income and expense:


Three months ended
 
Nine months ended
 

September 30,
 
September 30,
 

2017

2016

2017

2016

Employee future benefit plan expense
$
(60
)
$
(71
)
$
(180
)
$
(215
)
Investment and other income (loss)
79

32

289

33

Employee future benefit plan administration costs
(103
)
(97
)
(118
)
(102
)
Unrealized gain (loss) on forward



 
foreign exchange contracts
27

(170
)
462

298

Foreign exchange gain (loss)
693

82

1,551

(91
)
Finance income (loss) and other
$
636

$
(224
)
$
2,004

$
(77
)









Finance expense
$
(219
)
$
(172
)
$
(564
)
$
(522
)


15.    Loss on sale of assets:

During the three months ended June 30, 2016, the Corporation completed the sale of certain of its methanol Telecom Backup Power business assets to Chung-Hsin Electric & Machinery Manufacturing Corporation ("CHEM"), a Taiwanese power equipment company, for a purchase price of up to $6,100,000 of which $3,000,000 was received on closing. The remaining potential purchase price of up to $3,100,000 consisted of an earn-out arising from sales of methanol Telecom Backup Power systems by CHEM during the 18-month earn-out period to November 2017 derived from the sales pipeline transferred to CHEM on closing.

During the three months ended June 30, 2016, the Corporation recorded a loss on sale of assets of $372,000 after estimating the fair value of the remaining potential purchase price of up to $3,100,000 to approximate $1,838,000.

Cash proceeds received
$
3,000

Proceeds receivable (fair value of earn-out payments)
1,838

Total proceeds
4,838

Less: Disposition costs
(143
)
Net proceeds
4,695

Less: Net book value of disposed assets
(5,067
)
Loss on sale of assets (three months ended June 30, 2016)
$
(372
)

During the three months ended June 30, 2017, the Corporation recorded an additional loss on sale of assets of $833,000 as the remaining potential purchase price was written down to its revised estimated fair value of $988,000 from the previous estimate of $1,838,000. During the three months ended September 30, 2017, the Corporation recorded an additional loss on sale of assets of $41,000 as the remaining potential purchase price was written down to its revised estimated fair value of $947,000. Of this amount, $844,500 was received by the Corporation from CHEM in October 2017. The final loss on sale arising from the CHEM transaction is subject to change depending upon the final earn-out amount actually received by the Corporation through November 2017.

15
BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three and nine months ended September 30, 2017 and 2016
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
 


15.Loss on sale of assets (cont'd):

Proceeds receivable (fair value of earn-out payments)
$
1,838

Less: Amounts received to date
(17
)
Net proceeds receivable
1,821

Less: Revised estimated fair value of earn-out payments
(988
)
Loss on sale of assets (three months ended June 30, 2017)
$
(833
)
Less: Further impairment of fair value of earn-out payments
(41
)
Loss on sale of assets (three months ended September 30, 2017)
$
(874
)

Various miscellaneous disposals also occurred in the nine months ended September 30, 2017, resulting in a gain on sale of property, plant, and equipment of $9,000 (2016 – $5,000).

16.    Impairment charges on intangible assets and property, plant and equipment:

During the nine months ended September 30, 2016, the Corporation recorded total impairment charges on intangible assets and property, plant, and equipment of $1,151,000, consisting of a $770,000 impairment charge on intangible assets and a $381,000 impairment charge on property, plant and equipment as the Corporation wrote-off certain methanol Telecom Backup Power assets to their estimated net realizable value of $nil. The impairment charges were incurred while the Corporation was reviewing strategic alternatives for the Corporation’s methanol Telecom Backup Power assets prior to concluding the transaction with CHEM in June 2016.

17.    Related party transactions:

Related parties include the Corporation’s 10% equity accounted investee, Guangdong Synergy Ballard Hydrogen Power Co., Ltd ("Synergy JVCo"). For the three and nine months ended September 30, 2017, related party transactions and balances with Synergy JVCo are as follows:




September 30,

December 31,

Balances with related parties:


2017

2016

Trade and other receivables


$
1,189

$
—

Investments


$
434

$
1,185

Trade and other payables


$
—

$
1,005

Deferred Revenue


$
2,433

$
15,501











Three months ended
 
Nine months ended
 

September 30,
 
September 30,
 
Transactions during the period with related parties:
2017

2016

2017

2016

Revenues
$
9,728

$
—

$
24,547

$
—

Purchases
$
—

$
—

$
—

$
—




16
BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three and nine months ended September 30, 2017 and 2016
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
 


18.
Supplemental disclosure of cash flow information:


Nine months ended September 30,
 
Non-cash financing and investing activities:
2017

2016

Earn-out receivable on sale of assets
$
(874
)
$
1,838

Compensatory shares
$
936

$
343



19.
Operating segments:

The Corporation operates in a single segment, Fuel Cell Products and Services, which consists of the design, development, manufacture, sale and service of PEM fuel cell products for a variety of applications, focusing on the power product markets of Heavy Duty Motive (consisting of bus, truck, rail and marine applications), Portable Power, Material Handling and Backup Power, as well as the delivery of Technology Solutions including engineering services, technology transfer and the license and sale of the Corporation’s extensive intellectual property portfolio and fundamental knowledge for a variety of fuel cell applications.




17