EX-99.1 2 exhibit99-1.htm FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2007 Filed by Automated Filing Services Inc. (604) 609-0244 - Spur Ventures Inc. - Exhibit 99.1

Spur Ventures Inc.
Consolidated Balance Sheet

Spur Ventures Inc.

Consolidated Financial Statements (Unaudited)
For the three months ended March 31, 2007 and 2006
(Expressed in U.S. dollars)

1



Spur Ventures Inc.
Consolidated Balance Sheet

Expressed in U.S. dollars   March 31,     December 31,  
    2007     2006  
             
ASSETS            
Current            
   Cash and cash equivalents $  13,580,529   $  10,994,262  
   Restricted cash   116,394     -  
   Short-term investments   12,392,164     15,503,683  
   Accounts and notes receivable   1,164,108     1,247,384  
   Inventory   1,867,913     2,429,443  
   Prepaid expenses   642,394     599,116  
   Due from YPCC   271,258     266,599  
    30,034,760     31,040,487  
Property, plant & equipment - net (Note 2)   4,052,668     4,056,955  
Land use right - net (Note 3)   341,122     340,608  
Mineral properties (Note 4)   3,324,895     3,112,768  
Deferred acquisition costs (Note 5)   462,279     447,834  
Other assets   44,487     44,019  
  $  38,260,211   $  39,042,671  
             
LIABILITIES            
Current            
   Accounts and notes payable and accrued liabilities $  1,492,729   $  1,526,529  
   Customer deposits   447,865     682,709  
   Other payables   163,185     189,484  
   Bank loans (Note 6)   892,351     1,270,970  
    2,996,130     3,669,692  
Minority interest   -     -  
SHAREHOLDERS' EQUITY            
Capital stock (Note 7(a))            
Authorized -            
   Unlimited number of Common shares without par value            
   Unlimited number of Preferred shares without par value            
Issued -            
 58,740,520 Common shares (2006: 58,740,520)   39,822,134     39,822,134  
Stock options and warrants (Note 7(b) & 7(c))   7,383,161     7,293,323  
Accumulated other comprehensive income (Note 8)   3,890,350     3,712,546  
Deficit   (15,831,564 )   (15,455,024 )
    35,264,081     35,372,979  
  $  38,260,211   $  39,042,671  

APPROVED BY THE DIRECTORS    
     
Robert G. Atkinson
Robert J. Rennie
Director Director

(The accompanying notes are an integral part of these consolidated financial statements)

2



Spur Ventures Inc.
Consolidated Statements of Operations and Deficit

    Three months ended  
Expressed in U.S. dollars   March 31,     March 31,  
    2007     2006  
             
             
Sales $  3,157,193   $  2,820,850  
Cost of sales   3,029,999     2,624,090  
Gross Profit   127,194     196,760  
             
Expenses            
   Consulting fees   48,037     39,746  
   Depreciation and amortization   17,373     16,873  
   Interest   52,161     48,230  
   Office and miscellaneous   81,254     143,481  
   Printing and mailing   3,824     7,445  
   Professional fees   63,673     70,462  
   Rent   47,948     29,446  
   Repairs and maintenance   1,296     552  
   Selling expenses   113,607     114,421  
   Stock-based compensation expenses   89,838     94,346  
   Transfer agent and filing fees   17,417     11,915  
   Travel, advertising and promotion   32,728     24,330  
   Wages and benefits   175,900     152,107  
    745,056     753,354  
             
Operating loss   (617,862 )   (556,594 )
             
Other income and expenses            
   Interest income   277,281     214,710  
   Fair value adjustments of financial instrument   (2,780 )   -  
   Foreign exchange gain (loss)   (33,179 )   48,489  
    241,322     263,199  
             
Loss before minority interest   (376,540 )   (293,395 )
Minority interest   -     53,932  
Loss for the period   (376,540 )   (239,463 )
             
Deficit, Beginning of the period   (15,455,024 )   (8,985,221 )
             
Deficit, End of the period $  (15,831,564 ) $  (9,224,684 )
             
Basic and diluted loss per common share $  (0.01 ) $  (0.00 )
             
Weighted average number of common shares outstanding   58,740,520     58,090,520  

(The accompanying notes are an integral part of these consolidated financial statements)



Spur Ventures Inc.
Consolidated Statement of Comprehensive Loss

    Three months ended  
Expressed in U.S. dollars   March 31,     March 31,  
    2007     2006  
             
             
Loss for the period $  (376,540 ) $  (239,463 )
             
Other comprehensive income, net of tax:            
Unrealized gains and losses on translating financial statements            
from functional currency to reporting currency   177,804     5,762  
             
Comprehensive loss $  (198,736 ) $  (233,701 )

(The accompanying notes are an integral part of these consolidated financial statements)

4



Spur Ventures Inc.
Consolidated Statements of Cash Flows

    Three months ended  
Expressed in U.S. dollars   March 31,     March 31,  
    2007     2006  
             
             
Cash flows from operating activities            
Net loss $  (376,540 ) $  (239,463 )
 Items not affecting cash            
   Depreciation and amortization   157,763     227,396  
   Stock-based compensation   89,838     94,346  
   Unrealized foreign exchange (gain)/loss   33,142     (47,256 )
   Loss on disposal of fixed assets   -     41,633  
   Inventory adjustment   (143,998 )   74,061  
Net changes in non-cash working capital            
 Accounts receivable   71,969     (454,885 )
 Inventory   659,073     121,071  
 Prepaid expenses   (36,421 )   (37,628 )
 Accounts payable and accrued liabilities   (55,896 )   (398,378 )
 Customers deposits   (238,316 )   (29,785 )
Minority interest   -     (51,711 )
    160,614     (700,599 )
Cash flows from investing activities            
 Capital expenditures   (218,840 )   (51,337 )
 Acquisition of other assets   (9,474 )   (42,889 )
 Increase in restricted cash   (116,394 )   -  
 Proceeds from disposal of investments   3,117,733     -  
 Purchase of short-term investments   -     (5,177,774 )
    2,773,025     (5,272,000 )
Cash flows from financing activities            
 Issuance of shares for cash - net of issue costs   -     20,797  
 Bank indebtedness repayment   (389,194 )   -  
    (389,194 )   20,797  
             
Effect of exchange rate changes   41,821     70,822  
             
Increase (decrease) in cash and cash equivalents   2,586,266     (5,880,980 )
             
Cash and cash equivalents, beginning of period   10,994,262     24,988,098  
Cash and cash equivalents, end of period $  13,580,528   $  19,107,118  
             
Supplemental cash flow disclosure            
 Interest received   351,928     175,819  
 Interest paid   (22,830 )   (43,873 )

(The accompanying notes are an integral part of these consolidated financial statements)



Spur Ventures Inc.
Notes to Consolidated Financial Statements
March 31, 2007 and 2006

1.

Basis of Presentation

Principles of consolidation and preparation of financial statements

The accompanying interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). These interim consolidated financial statements do not include all disclosures required under Canadian GAAP for annual audited financial statements. Accordingly, they should be read in conjunction with the notes to the Company’s audited consolidated financial statements for the year ended December 31, 2006.

The Company has used the same accounting policies as disclosed in the audited financial statements included in the Company’s latest annual report.

The preparation of the consolidated financial statements in compliance with GAAP requires management to make estimates and assumptions. These estimates affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods. The effect of changes in estimates on the financial statements of future periods could be significant for inventories, property, plant and equipment as well as land use rights, as a result of challenges facing the Company at its Chinese subsidiaries. While management believes these estimates and assumptions to be reasonable actual results could differ.

In the opinion of management, all adjustments considered necessary for fair presentation of the results for the periods presented have been reflected in the consolidated financial statements.

The unaudited consolidated financial statements include Spur Ventures Inc., its Joint Venture Company, Yichang Spur Chemicals Ltd. (“YSC”), 72.18% owned since the date of acquisition, its 78.72% owned Joint Venture company, Yichang Maple Leaf Chemicals Ltd. (“YMC”) and its wholly owned subsidiary, Spur Chemicals (BVI) Inc. All significant inter-company transactions and accounts have been eliminated. YSC is dependent on Spur’s cash injections for working capital and repayments of loans, to which some of YSC’s assets are pledged as collateral at March 31, 2007 (Note 6).

Certain items have been reclassified to conform to the current period presentation. There is no effect on total results of operations or shareholders’ equity.

Foreign currency translations

The interim financial statements for the period ended March 31, 2007 are presented in U.S. dollars. The consolidated financial statements have been translated to the USD in accordance with EIC 130 “Translation Method when the Reporting Currency Differs from the Measurement Currency or There is a Change in the Reporting Currency”. These guidelines require that the financial statements be translated into the reporting currency using the current rate method. Under this method, the income statement and the cash flow items for each year are translated into the reporting currency using the average rate in effect for the period, and assets and liabilities are translated using the exchange rate at the period end. All resulting exchange differences are reported as a separate component of shareholders’ equity titled Accumulated Other Comprehensive Income.



Spur Ventures Inc.
Notes to Consolidated Financial Statements
March 31, 2007 and 2006

While the Company’s fertilizer subsidiary YSC was considered a self-sustaining operation prior to March 31, 2006, it is now considered an integrated operation due to a significant change in the financial condition of YSC. Foreign currency translation of YSC was prospectively changed from the current rate method to the temporal method. Under the temporal method, monetary assets and liabilities are translated at period-end exchange rates and items included on the statements of operations and cash flows are translated at rates in effect at the time of the transaction. Non-monetary assets and liabilities are translated at historical rates. The gain or loss on translation is charged to the statement of operations.

YMC, the Company’s mining subsidiary, is considered an integrated operation and continue to use the temporal method for translation from RMB into the CAD.

Comprehensive income and financial instruments

Effective January 1, 2007, the Company adopted the following new accounting standards issued by the Canadian Institute of Chartered Accountants (CICA).

a) Section 3855, Financial Instruments – Recognition and Measurement and Section 3861, Financial Instruments – Disclosure and Presentation, prescribe the criteria for recognition and presentation of financial instruments on the balance sheet and the measurement of financial instruments according to prescribed classifications. These sections also address how financial instruments are measured subsequent to initial recognition and how the gains and losses are recognized.

The Company is required to designate its financial instruments into one of the following five categories: held for trading; available for sale; held to maturity; loans and receivables; and other financial liabilities. All financial instruments are to be initially measured at fair value. Financial instruments classified as held for trading or available for sale are subsequently measured at fair value with any change in fair value recorded in net earnings and other comprehensive income respectively. All other financial instruments are subsequently measured at amortized cost.

All derivative financial instruments, including derivative features embedded in financial instruments or other contracts but which are not considered closely related to the host financial instrument or contract, are generally classified as held for trading and, therefore, must be measured at fair value with changes in fair value recorded in net earnings. However, if a derivative financial instrument is designated as a hedging item in a qualifying cash flow hedging relationship, the effective portion of changes in fair value is recorded in other comprehensive income. Any change in fair value relating to the ineffective portion is recorded immediately in net earnings.

The Company has designated its financial instruments as follows:

  • Cash and cash equivalents, and short-term investments are classified as “Financial Assets Held for Trading”. Due to its nature, for cash at bank and bank deposits, the carrying value equals its fair value. For treasury bills, the market value is used as its fair value.
  • Accounts receivable is classified as “Loans and Receivables”. These financial assets are recorded at values that approximate their amortized cost using the effective interest method.

7



Spur Ventures Inc.
Notes to Consolidated Financial Statements
March 31, 2007 and 2006
  • Accounts payable and accrued liabilities, customer deposits, and bank loans are classified as “Other Financial Liabilities”. These financial liabilities are recorded at values that approximate their amortized cost using the effective interest method.

As a result of adopting Section 3855, $2,780 was charged to expenses as fair value adjustment of financial instrument for the three month ended March 31, 2007.

b) Section 1530, Comprehensive Income, introduces a new financial statement “Statement of Comprehensive Income” and provides guidance for the reporting and display of other comprehensive income. Comprehensive income represents the change in equity of an enterprise during a period from transactions and other events arising from non-owner sources including gains and losses arising on translation of self-sustaining foreign operations, gains and losses from changes in fair value of available for sale financial assets and changes in the fair value of the effective portion of cash flow hedging instruments.

c) Section 3865, Hedges specifies the criteria under which hedge accounting may be applied, how hedge accounting should be performed under permitted hedging strategies and the required disclosures. This standard did not have an impact on the Company for the three months ended March 31, 2007.

2.

Property, Plant & Equipment


    March 31, 2007     December 31, 2006  
    Adjusted     Accumulated     Net Book     Adjusted     Accumulated     Net Book  
    Cost     Amortization     Value     Cost     Amortization     Value  
                                     
Building $  1,617,959   $  23,558   $  1,594,401   $  1,596,328   $  -   $  1,596,328  
Construction in progress   159,954     -     159,954     156,436     -     156,436  
Completed portion of construction in progress   59,295     1,067     58,228     58,664     -     58,664  
Machinery and equipment   2,127,996     56,437     2,071,559     2,080,118     -     2,080,118  
Motor vehicle   119,122     32,776     86,346     117,853     28,454     89,399  
Office equipment and furniture   93,127     33,852     59,275     79,551     27,822     51,729  
Leasehold improvement   32,722     9,817     22,905     32,374     8,093     24,281  
Total Fixed Assets $  4,210,175   $  157,507   $  4,052,668   $  4,121,324   $  64,369   $  4,056,955  

3.

Land Use Rights


    March 31, 2007     December 31, 2006  
          Accumulated     Net Book           Accumulated     Net Book  
    Cost     Amortization     Value     Cost     Amortization     Value  
                                     
Land Use Rights $  344,272   $  3,150   $  341,122   $  340,608   $  -   $  340,608  

8



Spur Ventures Inc.
Notes to Consolidated Financial Statements
March 31, 2007 and 2006

4. Mineral Properties
 
Yichang Phosphate Project

    China     Canada     Total  
    RMB     USD     CAD     USD     USD  
Exploration and development costs                              
Balance, December 31, 2006   8,535,856     1,057,770     2,394,689     2,054,998     3,112,768  
Project Costs   1,258,580     176,447     15,653     35,680     212,127  
                               
Balance, March 31, 2007   9,794,436     1,234,217     2,410,342     2,090,678     3,324,895  

5.

Deferred acquisition costs

The amount of $462,279 in Deferred acquisition costs relates to due diligence, legal opinions, and other costs in connection with the proposed Tianren acquisition. If the acquisition is closed, these costs will be allocated to the identifiable assets acquired and liabilities assumed. If the negotiation indicates the transaction will most likely not close, the Company will expense all the expenditures related to the proposed acquisition at that time.

6.

Bank Loans


    As at March 31, 2007          As at December 31, 2006
  Principal Amount Annual interest   Principal Amount Annual interest  
Lender RMB USD rate Maturity date  RMB USD rate Maturity date
                 
ICBC 6,900,000 892,351 5.84% September 20, 2007 9,900,000 1,268,408 5.84% September 20, 2007
Agricultural Bank - -     20,000 2,562 5.83% December 20, 2006
  6,900,000 892,351 Total   9,920,000 1,270,970 Total  

The ICBC bank (Industrial & Commerce Bank of China) loan of RMB 9,900,000 was due in late October 2005. YSC signed an agreement with ICBC bank on August 14, 2006, whereby it agreed to make monthly repayments of RMB 1,000,000 and repay the remaining balance of RMB 9,900,000 ($1,268,408) by September 20, 2007. Collateral for the ICBC loan includes 9 YSC buildings, land use rights for 13,563 square meters of land and 353 machines at the Xinyuan plant acquired in 2004, the principal place of business of YSC. As at the end of March 2007, the balance of the loan was RMB 6,900,000 ($892,351).

9



Spur Ventures Inc.
Notes to Consolidated Financial Statements
March 31, 2007 and 2006

7. Capital Stock, Warrants and Options
(a) Capital Stock
The following is a summary of capital stock transactions during the three-month period ended
March 31, 2007:

(I) Authorized
   - Unlimited number of Common shares without par value
   - Unlimited number of Preferred shares without par value, issuable in series and with special
       rights and restrictions to be determined on issuance
   
(ii) Issued and outstanding

      Number of        
      common shares     Amount  
               
  Balance, December 31, 2006   58,740,520   $  39,822,134  
               
  Balance as at March 31, 2007   58,740,520   $  39,822,134  

(b)

Warrants

There were no warrants issued or exercised during the three-month period ended March 31, 2007.

    Number of           Weighted average        
    warrants     Amount     exercise price CAD     Expiry date  
Balance - December 31, 2006 and March 31, 2007   8,571,429   $  4,556,800     2.00     July 28, 2007  

(c)

Stock Options

The following is a summary of stock option transactions during the three-month period ended March 31, 2007:

    Options           Weighted average  
    outstanding     Amount     exercise price CAD  
Balance - December 31, 2006   5,110,000   $  2,736,523   $  1.14  
   Granted   350,000     89,838     0.64  
                   
Balance - March 31, 2007   5,460,000   $  2,826,361   $  1.11  

On January 3, 2007, the Company granted options to an officer to purchase 200,000 common shares of the company, a new employee to purchase 100,000 common shares of the Company, and an employee to purchase 50,000 common shares of the Company at the exercise price of C$0.64 per share. The options become vested over a three-year period with one-third of the options vesting one year after the date of grant, one-third two years after the date of grant, and the remaining one-third three years after the date of grant. The fair value of the grant was C$101,500 of which C$15,507 was charged to stock based compensation during the three months ended March 31, 2007.

10



Spur Ventures Inc.
Notes to Consolidated Financial Statements
March 31, 2007 and 2006

During the three months ended March 31, 2007, compensation expense of $89,838 was recognized for options previously granted and vesting over time using the Black-Scholes option pricing model.

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models may not necessarily provide a reliable measure of the fair value of the Company’s stock options.

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with assumptions for the grant as follows:

  2007 2006 2005 2004
Risk free interest rate 3.94% - 4.01% 4.00% - 4.50% 3.40% - 3.70% 3.40% - 4.00%
Expected life of options in years 5 years 5 years 5 years 5 years
Expected volatility 51 - 54% 49% - 51% 48% - 52% 47% - 58%
Dividend per share $0.00 $0.00 $0.00 $0.00

The following table summarizes information about the weighted average grant-date fair value of options granted during the three months ended March 31, 2007:

Grant   Options     Fair value     Fair value     Weighted average  
date   granted     per option     CAD     fair value CAD  
2007                        
3-Jan-07   350,000     0.29     101,500        
                         
    350,000           101,500     0.29  

The following table summarizes information about stock options outstanding at March 31, 2007:

   Option       
   Exercise       
Number of options   Price   Expiry Date
1,700,000   CAD 0.60   May 6, 2008
435,000   CAD 1.20   June 19, 2008
1,250,000   CAD 1.50   July 23, 2009
200,000   CAD 1.50   October 12, 2009
500,000   CAD 1.80   March 1, 2010
200,000   CAD 1.50   September 16, 2010
200,000   CAD 1.50   March 14, 2011
625,000   CAD 1.03   July 4,2011
350,000   CAD 0.64   January 2,2012
         
5,460,000   Total    

11



Spur Ventures Inc.
Notes to Consolidated Financial Statements
March 31, 2007 and 2006

8.

Accumulated other comprehensive income


    As at March 31, 2007     As at December 31, 2006  
Balance - beginning of period $  3,712,546   $  3,601,095  
Unrealized foreign currency translation gains and losses   177,804     111,451  
             
Balance - end of period $  3,890,350   $  3,712,546  

9.

Related Party Transactions

During the three-month period ended March 31, 2007, the Company paid consulting fees of $33,413 (2006: $34,603) to two companies controlled by one officer and an associate of a director (2006: 2 companies).

10.

Segmented Information

Management considers developing an integrated fertilizer business including the development of the phosphate project in China to be the Company’s principal activity. All revenues are earned from sales to customers located in China.

Geographic Segments               March 31, 2007  
                   
    Canada     China     Consolidated  
                   
Current assets $  21,177,327   $  8,857,433   $  30,034,760  
Property, plant & equipment -   90,599     3,962,069     4,052,668  
Land used right - net   -     341,122     341,122  
Mineral properties   -     3,324,895     3,324,895  
Deferred acquisition costs   462,279     -     462,279  
Other assets   -     44,487     44,487  
                   
Total assets $  21,730,205   $  16,530,006   $  38,260,211  
                   
  December 31, 2006  
                   
    Canada     China     Consolidated  
                   
Current assets $  21,185,955   $  9,854,532   $  31,040,487  
Property, plant & equipment -   32,953     4,024,002     4,056,955  
Land used right - net   -     340,608     340,608  
Mineral properties   -     3,112,768     3,112,768  
Deferred acquisition costs   447,834     -     447,834  
Other assets   -     44,019     44,019  
Total assets $  21,666,742   $  17,375,929   $  39,042,671  

12



Spur Ventures Inc.
Notes to Consolidated Financial Statements
March 31, 2007 and 2006

11. Commitments and Obligations
 
(a) Tianren Acquisition final agreement

The Company signed the final agreement to acquire the fertilizer related business of Hebei Tianren Chemical Corporation (“Tianren”) in Beijing on June 18, 2006.

The interests being acquired include a:

1. 95% interest (80% direct and 15% indirect) in Tianren Agriculture Franchise Company (“Ag Franchise”), China’s largest marketer of compound NPK fertilizers. Ag Franchise sells over 1.5 Million tonnes per annum (“tpa”) of NPK (Nitrogen, Phosphate, Potassium) fertilizer as a commissioned sales agent for Sino Arab Chemical Fertilizer Company (SACF) and Dayukou Chemical Fertilizer Company (“Dayukou”).

2. 75% interest in Tianding Chemical Company (“Tianding”), which has a 100,000 tpa NPK plant in Qinhuangdao, Hebei Province. Tianding also has one of the largest fertilizer bag manufacturing facilities in China with current production under contract of in excess of 28 million bags per annum for Tianren, SACF, Dayukou and others. The bagging facility is a key part of the logistics for distribution of 50 kg bags of fertilizer within China.

3. 60% interest in Hubei Yichang Tianlong Industry Company (“Tianlong”), a raw materials sourcing and fertilizer trading company based in Yichang, Hubei Province, where Spur’s current facilities are located. Tianlong has an import license for sulphuric and phosphoric acid and will be eligible to apply for more import permits in the near future.

Xinjiang Tianren Chemical Company and its 100,000 mt NPK plant in northwest China which was part of the original Tianren agreement will no longer be part of the transaction and the share allocation has been reduced accordingly from 15.5 M to 13.3M shares.

12. Subsequent events
 
(a) YMC’s Business License

Hubei Administration for Industry and Commerce (AIC) extended YMC’s Business License until June 30, 2007 by the direction of Central Ministry of Commerce based on a strong letter of support from the City of Yichang. This extension gave YPCC time to complete its first Registered Capital Contribution. The authorities have acknowledged that Spur has been in compliance since March of 2005 at which time Spur’s Registered Capital Contribution totalled $15.32 M in cash. YPCC made its first required Registered Capital contribution valued at $3.73M for prior R&D expenses and $1.06M of other expenses. YPCC’s contribution is in the process of registration. YPCC’s next and last Registered Capital contribution will be the two mining licenses.

13



Spur Ventures Inc.
Notes to Consolidated Financial Statements
March 31, 2007 and 2006

(b) Stock Options

On April 4, 2007, the company granted options to an employee to purchase 30,000 common shares of the company, and an employee to purchase 20,000 common shares of the company at the exercise price of C$0.55 per share. The options become vested over a three-year period with one-third of the options vesting one year after the date of grant, one-third two years after the date of grant, and the remaining one-third three years after the date of grant.

(c) Contribution of Capital by YPCC

Directors of YSC agreed to YPCC contributing its scientific achievement and previous expenses for the registered capital. YPCC’s scientific achievement is valued as RMB 28.8086 Million ($3.73 million), the previous expenses are valued as RMB 8.2337 Million ($1.06 million). YPCC will transfer its scientific achievement as contribution to YMC and as at the end of March 2007 the contribution was in the process of verification and registration at AIC.

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