Exhibit 99.92
NexTech AR Solutions Corp.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED AUGUST 31, 2019
(EXPRESSED IN CANADIAN DOLLARS)
NOTICE TO READER
The accompanying condensed consolidated interim financial statements of NexTech AR Solutions Corp. for the three months ended August 31, 2019 have been prepared by management and approved by the Audit Committee and the Board of Directors of the Company. These condensed consolidated interim financial statements have not been reviewed by the Company’s external auditors.
NexTech AR Solutions Corp.
Condensed Consolidated Interim Statements of Financial Position
(Unaudited - Expressed in Canadian dollars)
| | August 31, 2019 | | | May 31, 2019 | |
ASSETS | | | | | | |
Current assets | | | | | | |
Cash | | $ | 1,404,449 | | | $ | 329,678 | |
Receivables | | | 321,986 | | | | 421,274 | |
Prepaids and deposits | | | 240,552 | | | | 178,715 | |
Inventory | | | 759,916 | | | | 579,857 | |
Total current assets | | | 2,726,903 | | | | 1,509,524 | |
Non-current assets | | | | | | | | |
Equipment (Note 3) | | | 140,961 | | | | 149,879 | |
Right of use assets (Note 4) | | | 29,418 | | | | - | |
Intangible assets (Note 5) | | | 6,104,537 | | | | 6,188,060 | |
Total non-current assets | | | 6,274,916 | | | | 6,337,939 | |
TOTAL ASSETS | | $ | 9,001,819 | | | $ | 7,847,463 | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
LIABILITIES | | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 714,379 | | | $ | 747,479 | |
Other payables (Note 6) | | | 279,074 | | | | 772,078 | |
Lease liabilities (Note 4) | | | 28,677 | | | | - | |
Total current liabilities | | | 1,022,130 | | | | 1,519,557 | |
Long-term liabilities | | | | | | | | |
Deferred income tax liability | | | 180,177 | | | | 193,435 | |
Total Long-term liabilities | | | 180,177 | | | | 193,435 | |
TOTAL LIABILITIES | | | 1,202,307 | | | | 1,712,992 | |
EQUITY | | | | | | | | |
Share capital (Note 8) | | | 12,358,149 | | | | 10,551,142 | |
Convertible debenture (Note 7) | | | 995,949 | | | | - | |
Reserves (Note 8) | | | 1,258,257 | | | | 1,076,944 | |
Deficit | | | (6,812,843 | ) | | | (5,493,615 | ) |
TOTAL SHAREHOLDERS’ EQUITY | | | 7,799,512 | | | | 6,134,471 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 9,001,819 | | | $ | 7,847,463 | |
Nature of operations and going concern (Note 1)
Events after the reporting date (Note 13)
These financial statements were authorized for issuance by the Board of Directors on October 29, 2019
Approved by the Board of Directors
“Evan Gappelberg “ , Director | | “Paul Duffy” , Director |
The accompanying notes are an integral part of these interim consolidated financial statements.
NexTech AR Solutions Corp.
Condensed Consolidated Interim Statements of Comprehensive Loss
(Unaudited - Expressed in Canadian dollars)
| | Three Months Ended | | | Three Months Ended | |
| | August 31, 2019 | | | August 31, 2018 | |
REVENUES | | $ | 1,513,196 | | | $ | 22,544 | |
COST OF GOODS SOLD | | | (818,338 | ) | | | (12,738 | ) |
Gross profit | | | 694,858 | | | | 9,806 | |
GENERAL AND ADMINISTRATIVE EXPENSES | | | | | | | | |
Accretion expense (Notes 4 and 6) | | | 27,232 | | | | 10,991 | |
Administrative fees and office costs (Note 9) | | | 323,046 | | | | 86,950 | |
Advertising and marketing | | | 179,546 | | | | - | |
Amortization and depreciation (Notes 3, 4 and 5) | | | 102,247 | | | | 24,377 | |
Business development | | | - | | | | 2,398 | |
Consulting fees and employee costs (Note 9) | | | 595,077 | | | | 239,156 | |
Foreign exchange gain | | | 10,760 | | | | (3,545 | ) |
Investor relations | | | 118,537 | | | | 17,097 | |
Management fees (Note 9) | | | 136,388 | | | | 104,085 | |
Payroll and benefits | | | 186,374 | | | | - | |
Professional fees | | | 60,692 | | | | 81,700 | |
Sales and marketing | | | 30,094 | | | | - | |
Share-based payments (Notes 8 and 9) | | | 184,938 | | | | - | |
Transfer agent and regulatory fees | | | 1,950 | | | | - | |
Travel | | | 62,388 | | | | 45,621 | |
Other expense | | | 4,810 | | | | - | |
Total general and administrative expenses | | | (2,024,079 | ) | | | (608,830 | ) |
Loss before income taxes | | | (1,329,221 | ) | | | (599,024 | ) |
Deferred income tax recovery | | | 9,993 | | | | - | |
NET LOSS | | | (1,319,228 | ) | | | (599,024 | ) |
Other comprehensive income | | | | | | | | |
Exchange differences on translating foreign operations | | | (3,625 | ) | | | - | |
TOTAL COMPREHENSIVE LOSS | | $ | (1,322,853 | ) | | $ | (599,024 | ) |
Loss per common share | | | | | | | | |
Basic and diluted loss per common share | | $ | (0.02 | ) | | $ | (0.02 | ) |
Weighted average number of common shares outstanding | | | 55,581,781 | | | | 37,537,872 | |
The accompanying notes are an integral part of these interim consolidated financial statements.
NexTech AR Solutions Corp.
Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity
(Unaudited - Expressed in Canadian dollars)
| | Number of | | | Share | | | Convertible | | | | | | | | | | |
| | shares | | | capital | | | debenture | | | Reserves | | | Deficit | | | Total | |
Balance as at May 31, 2019 | | | 53,749,372 | | | $ | 10,551,142 | | | $ | - | | | $ | 1,076,944 | | | $ | (5,493,615 | ) | | $ | 6,134,471 | |
Partial escrow cancellation (Note 8) | | | (560,000 | ) | | | - | | | | - | | | | - | | | | - | | | | - | |
Private placements (Note 8) | | | 2,942,965 | | | | 1,765,779 | | | | - | | | | - | | | | - | | | | 1,765,779 | |
Share issue costs (Note 8) | | | - | | | | (25,402 | ) | | | - | | | | - | | | | - | | | | (25,402 | ) |
Convertible debenture (Note 7) | | | - | | | | - | | | | 995,949 | | | | - | | | | - | | | | 995,949 | |
Shares issued for services (Note 8) | | | 76,913 | | | | - | | | | - | | | | - | | | | - | | | | - | |
Shares issued for IPET (Note 6) | | | 100,000 | | | | 66,630 | | | | - | | | | - | | | | - | | | | 66,630 | |
Stock-based compensation (Note 8) | | | - | | | | - | | | | - | | | | 184,938 | | | | - | | | | 184,938 | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | (1,319,228 | ) | | | (1,319,228 | ) |
Currency translation adjustment | | | - | | | | - | | | | - | | | | (3,625 | ) | | | - | | | | (3,625 | ) |
Balance as at August 31, 2019 | | | 56,309,250 | | | $ | 12,358,149 | | | $ | 995,949 | | | $ | 1,258,257 | | | $ | (6,812,843 | ) | | $ | 7,799,512 | |
| | | | | | | | Equity portion | | | | | | | |
| | Number of | | | Share | | | of convertible | | | | | | | |
| | shares | | | capital | | | debenture | | | Deficit | | | Total | |
Balance as at May 31, 2018 | | | 37,537,872 | | | $ | 5,375,398 | | | $ | 44,324 | | | $ | (826,066 | ) | | $ | 4,593,656 | |
Shares released from escrow for services (Note 8) | | | - | | | | 60,000 | | | | - | | | | - | | | | 60,000 | |
Loss for the period | | | - | | | | - | | | | - | | | | (599,024 | ) | | | (594,024 | ) |
Balance as at August 31, 2018 | | | 37,537,872 | | | $ | 5,435,398 | | | $ | 44,324 | | | $ | (1,425,090 | ) | | $ | 4,059,632 | |
The accompanying notes are an integral part of these interim consolidated financial statements.
NexTech AR Solutions Corp.
Condensed Consolidated Interim Statement of Cash Flows
(Unaudited - Expressed in Canadian dollars)
| | Three months ended | | | Three months ended | |
| | August 31, 2019 | | | August 31, 2018 | |
OPERATING ACTIVITIES | | | | | | |
Loss for the period | | $ | (1,319,228 | ) | | $ | (599,024 | ) |
Items not affecting cash: | | | | | | | | |
Amortization and depreciation | | | 102,247 | | | | 24,377 | |
Accretion expense | | | 27,232 | | | | 10,991 | |
Consulting fees | | | - | | | | 60,000 | |
Deferred income tax recovery | | | (9,993 | ) | | | - | |
Interest expense (Note 7) | | | 10,449 | | | | - | |
Share-based payments (Note 8) | | | 184,938 | | | | - | |
Unrealized exchange gains | | | (6,890 | ) | | | - | |
Changes in non-cash working capital items | | | | | | | | |
Receivables | | | 99,288 | | | | (37,553 | ) |
Prepaid expenses and deposits | | | (61,837 | ) | | | (14,394 | ) |
Inventory | | | (180,059 | ) | | | - | |
Accounts payable, accrued liabilities and deposits | | | (33,100 | ) | | | 229,495 | |
Net cash used in operating activities | | | (1,186,953 | ) | | | (326,108 | ) |
INVESTING ACTIVITIES | | | | | | | | |
Cash acquired on a business combination | | | - | | | | - | |
Purchase of equipment | | | - | | | | (89,582 | ) |
Purchase of Intangible assets | | | - | | | | (80,586 | ) |
Net cash from investing activities | | | - | | | | (170,168 | ) |
FINANCING ACTIVITIES | | | | | | | | |
Convertible debenture (Note 7) | | | 985,500 | | | | - | |
Shares issued for cash (net) (Note 8) | | | 1,740,377 | | | | - | |
Lease payments (Note 4) | | | (13,292 | ) | | | - | |
Business acquisition instalment payments (Note 6) | | | (450,861 | ) | | | - | |
Net cash from financing activities | | | 2,261,724 | | | | - | |
Net change in cash during the period | | | 1,074,771 | | | | (496,276 | ) |
Cash, beginning of the period | | | 329,678 | | | | 2,523,717 | |
Cash, end of the period | | $ | 1,404,449 | | | $ | 2,027,441 | |
The accompanying notes are an integral part of these consolidated financial statements.
NexTech AR Solutions Corp.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three Months Ended August 31, 2019
(Unaudited - Expressed in Canadian dollars)
| 1. | NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN |
NexTech AR Solutions Corp. (the “Company” or “NexTech”) was incorporated in the province of British Columbia on January 12, 2018. The Company’s principal business activities are the acquisition and development of augmented reality technology for purposes of generating revenue from multiple sources including a platform for omni channel solutions for augmented reality, eCommerce, analytics and advertising.
These condensed consolidated interim financial statements are unaudited and have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to generate ecommerce and advertising revenues to establish profitable operations and to obtain the necessary equity or debt financing to fund operations as required. These factors indicate the existence of uncertainty of the ability of the Company to continue as a going concern. These condensed consolidated interim financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.
Basis of Measurement and Presentation
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). These condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for cash flow information. These financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the period ended May 31, 2019.
These condensed consolidated interim financial statements have been prepared on a historical cost basis. The preparation of these condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and reported amounts of assets, liabilities, revenue and expenses. Actual results may differ from these estimates.
These condensed consolidated interim financial statements have been prepared in accordance with the same accounting policies and methods of application as the most recent audited consolidated financial statements for the period ended May 31, 2019, except for the adoption of IFRS 16 – Leases. They are presented in Canadian dollars (“CAD”) unless otherwise noted.
On June 1, 2019, the Company adopted IFRS 16 – Leases. This standard sets out the principles for the recognition, measurement, presentation and disclosure of leases. IFRS 16 eliminates the classification of leases as either operating or finance leases, for a lessee. Instead, all leases are treated in a similar way to finance leases applied in IAS 7. IFRS 16 does not require a lessee to recognize assets and liabilities for short-term leases of twelve months or less and low value leases.
The Company applied IFRS 16 using the modified retrospective method. Under this method, financial information will not be restated and will continue to be reported under the accounting standards in effect for those periods. The Company will recognize lease liabilities related to its lease commitments for its office leases. The lease liabilities will be measured at the present value of the remaining lease payments, discounted using the Company’s estimated incremental borrowing rate as at June 1, 2019, the date of initial application, resulting in no adjustment to the opening balance sheet. The associated right-of-use assets will be measured at the lease liabilities amount. The Company has implemented the following accounting policy as of June 1, 2019, under IFRS 16.
NexTech AR Solutions Corp.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three Months Ended August 31, 2019
(Unaudited - Expressed in Canadian dollars)
| 2. | BASIS OF PREPARATION (continued) |
At inception of a contract, the Company assesses whether a contract is or contains a lease. A contract is, or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company determines whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.
As lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.
The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:
| ● | Fixed payments, including in-substance fixed payments, less any lease incentives receivable; |
| ● | Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; |
| ● | amounts expected to be payable under a residual value guarantee; |
| ● | exercise prices of purchase options if the Company is reasonably certain to exercise the option; and |
| ● | payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. |
The lease liability is measured at amortized cost using the effective interest method. It is measured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss.
The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value assets. The lease payments associated with these leases are charged directly to profit or loss on a straight-line basis over the lease term.
NexTech AR Solutions Corp.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three Months Ended August 31, 2019
(Unaudited - Expressed in Canadian dollars)
| | Trade show | | | Office | | | | |
| | equipment | | | equipment | | | Total | |
Costs | | | | | | | | | | | | |
May 31, 2019 | | $ | 16,440 | | | $ | 161,931 | | | $ | 178,371 | |
Additions | | | - | | | | - | | | | - | |
August 31, 2019 | | | 16,440 | | | | 161,931 | | | | 178,371 | |
| | | | | | | | | | | | |
Accumulated depreciation | | | | | | | | | | | | |
May 31, 2019 | | | 3,836 | | | | 24,656 | | | | 28,492 | |
Additions | | | 822 | | | | 8,096 | | | | 8,918 | |
Disposals | | | - | | | | - | | | | - | |
August 31, 2019 | | | 4,658 | | | | 32,752 | | | | 37,410 | |
| | | | | | | | | | | | |
Net book value | | | | | | | | | | | | |
May 31, 2019 | | $ | 12,604 | | | $ | 137,275 | | | $ | 149,879 | |
August 31, 2019 | | $ | 11,782 | | | $ | 129,179 | | | $ | 140,961 | |
Cost: | | | |
At May 31, 2019 and 2018 | | $ | - | |
Adjustment on initial adoption of IFRS 16 (Note 2) | | | 39,224 | |
At August 31, 2019 | | | 39,224 | |
Depreciation: | | | | |
At May 31, 2019 and 2018 | | | - | |
Charge for the period | | | 9,806 | |
At August 31, 2019 | | | 9,806 | |
Net Book Value: | | | | |
At May 31, 2019 | | | - | |
At August 31, 2019 | | $ | 29,418 | |
Depreciation is calculated using the straight-line method over the remaining lease term of one year.
Office Lease Liabilities
Lease liabilities recognized on June 1, 2019 | | $ | 39,224 | |
Interest accretion | | | 2,745 | |
Lease payments made | | | (13,292 | ) |
Balance at August 31, 2019 | | $ | 28,677 | |
The Company has estimated its incremental cost of borrowing at 20% and used that rate to determine the lease liability upon initial recognition.
NexTech AR Solutions Corp.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three Months Ended August 31, 2019
(Unaudited - Expressed in Canadian dollars)
The following table summarizes the continuity of the Company’s intangible assets:
| | | | | | | | Customer | | | Supplier | | | | | | | | | | |
| | Licenses | | | Websites | | | relationship | | | relationship | | | Trademark | | | Goodwill | | | Total | |
| | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
Costs | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
May 31, 2019 | | | 2,207,750 | | | | 85,664 | | | | 250,037 | | | | 329,675 | | | | 1,070,256 | | | | 2,327,350 | | | | 6,270,732 | |
Additions | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Impairment | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
August 31, 2019 | | | 2,207,750 | | | | 85,664 | | | | 250,037 | | | | 329,675 | | | | 1,070,256 | | | | 2,327,350 | | | | 6,270,732 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated depreciation | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
May 31, 2019 | | | - | | | | 2,677 | | | | 3,480 | | | | 13,050 | | | | 63,465 | | | | - | | | | 82,672 | |
Additions | | | - | | | | 2,142 | | | | 6,251 | | | | 8,242 | | | | 66,888 | | | | - | | | | 83,523 | |
Impairment | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
August 31, 2019 | | | - | | | | 4,819 | | | | 9,731 | | | | 21,292 | | | | 130,353 | | | | - | | | | 166,195 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net book value | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
May 31, 2019 | | | 2,207,750 | | | | 82,987 | | | | 246,557 | | | | 316,626 | | | | 1,006,792 | | | | 2,327,350 | | | | 6,188,060 | |
August 31, 2019 | | | 2,207,750 | | | | 80,845 | | | | 240,306 | | | | 308,383 | | | | 939,903 | | | | 2,327,350 | | | | 6,104,537 | |
During the three months ended August 31, 2019, the Company recorded amortization expense of $83,523 (2018 Nil).
NexTech AR Solutions Corp.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three Months Ended August 31, 2019
(Unaudited - Expressed in Canadian dollars)
The Company owed deferred payments of $772,078 to the former owners of Infinite Pet Life as at May 31, 2019. In June 2019, the Company issued 100,000 common shares valued at US$50,000 as partial settlement of this debt in addition to a regular instalment payment of US$121,110. Due to issuance of US$50,000 of common shares the remaining instalment payments were reduced to US$108,611 from US$121,110 per month. NexTech paid two further instalments of this amount through July and August. A discount rate of 20% was used.
The changes in the value of the deferred payments during the three months ended August 31, 2019 are as follows:
Balance, May 31, 2019 | | $ | 772,078 | |
Monthly installments | | | (450,861 | ) |
Issuance of common shares | | | (66,630 | ) |
Accretion expense | | | 24,487 | |
Balance, August 31, 2019 | | $ | 279,074 | |
On July 19, 2019, Nextech issued $985,500 of convertible debentures with a simple interest rate of 9%, which mature 36 months from the issuance date. The principal will be repaid in 12 equal instalments and each payment will include interest payable up to the date of repayment. Notwithstanding the foregoing, the first payment will be made 6 months after the issuance date. The Company has the option to pay the amount due at each payment date in cash and / or common shares based on a conversion price of $0.60 per share. Based on the contract terms of the debentures the Company has treated these convertible debentures as equity on its statement of financial position. The balance reported as at August 31, 2019 comprises the principal amount of $985,500 plus accrued interest of $10,449 for a total of $995,949.
| 8. | SHARE CAPITAL Authorized |
As at August 31, 2019 the authorized share capital of the Company was an unlimited number of common shares.
Share Capital
During the three months ended August 31, 2019, the Company had the following share capital transactions:
| ● | issued 2,942,965 shares for gross proceeds of $1,765,779 for private placements; the share issue costs were $25,402 |
| ● | cancelled 560,000 shares held in escrow for services |
| ● | issued 76,913 shares for future services |
| ● | issued 100,000 shares for IPET other payables (Note 6) |
NexTech AR Solutions Corp.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three Months Ended August 31, 2019’
(Unaudited - Expressed in Canadian dollars)
| 8. | SHARE CAPITAL (continued) |
During the three months ended August 31, 2018, the Company had the following share capital transactions:
| ● | On June 22, 2018, the Company and Future Farm entered into a plan of arrangement in order to proceed with a corporate restructuring by the way of a statutory plan of arrangement (the “Arrangement”), whereby a series of share exchanges will take place with the result that the shareholders of the Future Farm will also become shareholders of the Company. The Arrangement was completed on August 30, 2018. As a result of the Arrangement, Future Farm effectively spun-out 11,000,000 of its common shares of the Company to the Future Farm shareholders on a pro rata basis. Future Farm shareholders owned approximately 25.86% of the issued and outstanding common shares of the Company. The Company was in the process of listing its shares on the Canadian Securities Exchange (“CSE”). |
| ● | released 240,000 common shares from escrow pursuant to a consulting agreement with a third party. These shares were valued at $60,000 and share capital was increased by this amount |
Share Purchase Warrants
The following table summarizes the share purchase warrants outstanding and exercisable at August 31, 2019:
| | | | | | Exercise | | | Number | |
Date Issued | | Expiry Date | | | | Price | | | Outstanding | |
June 25, 2019 | | June 25, 2021 | | Private placement warrants | | $ | 0.70 | | | | 283,000 | |
July 19, 2019 | | July 21, 2021 | | Private placement warrants | | $ | 0.70 | | | | 1,862,833 | |
August 16, 2019 | | August 21, 2021 | | Private placement warrants | | $ | 0.70 | | | | 968,149 | |
August 16, 2019 | | August 21, 2021 | | Broker warrants | | $ | 0.70 | | | | 3,371 | |
Balance at August 31, 2019 | | | | | | $ | 0.70 | | | | 3,117,353 | |
Stock Options
During the three months ended August 31, 2019, the Company granted 730,000 stock options to certain directors, officers and consultants and recorded share-based payments of $184,938. The Company cancelled 450,000 of previously granted stock options.
The details of the option grants are as follows:
| ● | 160,000 options on June 2019 with an exercise price of $0.65; a risk-free interest rate of 1.36%; an expected life of 3 years and an expected volatility of 127%. |
| ● | 200,000 options on July 12, 2019 with an exercise price of $0.60; a risk-free interest rate of 1.54%; an expected life of 3 years and an expected volatility of 127%. |
| ● | 245,000 options on July 24, 2019 with an exercise price of $0.73; a risk-free interest rate of 1.41%; an expected life of 3 years and an expected volatility of 127%. |
| ● | 125,000 options on August 19, 2019 with an exercise price of $0.75; a risk-free interest rate of 1.31%; an expected life of 3 years and an expected volatility of 127%. |
NexTech AR Solutions Corp.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three Months Ended August 31, 2019
(Unaudited - Expressed in Canadian dollars)
8. | SHARE CAPITAL (continued) |
Stock Options
| | | | | Weighted | |
| | Number | | | Average Exercise | |
| | Of Options | | | Price | |
Balance, as at May 31, 2019 | | | 5,274,000 | | | $ | 0.36 | |
Granted | | | 730,000 | | | | 0.68 | |
Cancelled | | | (450,000 | ) | | | (0.47 | ) |
Balance, as at August 31,2019 | | | 5,554,000 | | | $ | 0.40 | |
The table below summarizes the options outstanding and exercisable:
| | | | Exercise | | | Number | | | Number | |
Date Granted | | Expiry Date | | Price | | | Outstanding | | | Exercisable | |
November 1, 2018 | | November 1, 2021 | | $ | 0.29 | | | | 3,350,000 | | | | 1,340,000 | |
November 2, 2018 | | November 2, 2021 | | $ | 0.25 | | | | 500,000 | | | | - | |
January 4, 2019 | | January 4, 2022 | | $ | 0.71 | | | | 100,000 | | | | 100,000 | |
February 15, 2019 | | February 15, 2022 | | $ | 0.56 | | | | 50,000 | | | | 50,000 | |
March 28, 2019 | | September 28, 2021 | | $ | 0.60 | | | | 135,000 | | | | - | |
March 28, 2019 | | March 28, 2022 | | $ | 0.60 | | | | 500,000 | | | | - | |
April 17, 2019 | | April 17, 2022 | | $ | 0.78 | | | | 150,000 | | | | - | |
May 9, 2019 | | May 9, 2022 | | $ | 0.72 | | | | 39,000 | | | | - | |
June 14, 2019 | | June 14, 2022 | | $ | 0.65 | | | | 160,000 | | | | - | |
July 12, 2019 | | July 12, 2022 | | $ | 0.60 | | | | 200,000 | | | | - | |
July 24, 2019 | | July 24, 2022 | | $ | 0.73 | | | | 245,000 | | | | - | |
August 19, 2019 | | August 19, 2022 | | $ | 0.75 | | | | 125,000 | | | | - | |
Total | | | | | | | | | 5,554,000 | | | | 1,490,000 | |
At August 31, 2019, the weighted average remaining life of the outstanding stock options was 2.32 years.
The Company recorded $184,938 of share-based payments expense for the above option grants for the three months ended August 31, 2019, net of adjustments for options that were forfeited or cancelled.
NexTech AR Solutions Corp.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three Months Ended August 31, 2019
(Unaudited - Expressed in Canadian dollars)
| 9. | RELATED PARTY TRANSACTIONS AND BALANCES |
The Company entered into a number of transactions with key management personnel. The Company considers the executive officers and directors as the key management of the Company. The remuneration of key management personnel includes those persons having the authority and responsibility for the planning, directing and controlling of the activities of the Company are as follows:
| | Three months ended | |
| | August 31, | | | August 31, | |
| | 2019 | | | 2018 | |
Management fees | | $ | 115,801 | | | $ | 104,085 | |
Consulting fees | | | 61,585 | | | | 56,251 | |
Administrative fees | | | 45,372 | | | | 23,668 | |
Share-based payments | | | 89,276 | | | | - | |
| | $ | 312,034 | | | $ | 184,004 | |
Amounts due to and from related parties as at August 31, 2019 and May 31, 2019 are as follows:
Related party liabilities | | August 31, 2019 | | | May 31, 2019 | |
CEO – expenses | | $ | 11,904 | | | $ | 62,502 | |
President – expenses | | | 1,690 | | | | 37,190 | |
Officer of a subsidiary company | | | 3,314 | | | | - | |
Seaboard Services Corp. – CFO and accounting services | | | 54,600 | | | | 44,100 | |
Corporate Secretary – Consulting fees | | | 1,811 | | | | 1,993 | |
| | $ | 73,319 | | | $ | 145,785 | |
| 10. | FINANCIAL AND CAPITAL RISK MANAGEMENT |
Financial Risk Management
The Company’s financial instruments are exposed to certain financial risks, which include credit risk, liquidity risk, currency risk, and interest rate risk.
Credit Risk
Credit risk arises from cash as well as credit exposures to counterparties of outstanding receivables and committed transactions. There is no significant concentration of credit risk other than cash deposits and receivables. The Company’s cash deposits are primarily held with a Canadian chartered bank and receivables are due from the distributor of the Company’s Apps.
NexTech AR Solutions Corp.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three Months Ended August 31, 2019
(Unaudited - Expressed in Canadian dollars)
| 10. | FINANCIAL AND CAPITAL RISK MANAGEMENT (continued) |
Liquidity Risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s main source of cash resources is through equity financings and from convertible debentures. The Company’s financial obligations are limited to its current liabilities which have contractual maturities of less than one year. The Company manages liquidity risk as part of its overall
“Management of Capital” as described below.
Currency Risk
The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company operates in Canada and a portion of the Company’s expenses are incurred in U.S. dollars (“USD”). A significant change in the currency exchange rates between the Canadian dollar relative to the USD could affect the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations. As at August 31, 2019, the Company is exposed to currency risk through cash, accounts receivable and accounts payable denominated in USD. A 10% change in exchange rate could increase the Company’s net income or loss by $88,000.
Interest Rate Risk
As at August 31, 2019, the Company had a convertible debenture with an interest rate of 9%.
Management of Capital
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern to pursue the development of its technologies. The Company relies mainly on equity issuances to raise new capital. In the management of capital, the Company includes the components of equity. The Company’s investment policy is to invest its cash in savings accounts or highly liquid short-term deposits with terms of one year or less and which can be liquidated after thirty days without penalty. The Company is not subject to any externally imposed capital requirements. Management believes that the Company may have to raise additional capital to sustain its operations for the next twelve months.
| 11. | FINANCIAL INSTRUMENTS BY CATEGORY |
Fair Values
The Company’s financial instruments consist of cash, receivables, accounts payable and accrued liabilities. Financial instruments are initially recognized at fair value with subsequent measurement depending on classification as described below. Classification of financial instruments depends on the purpose for which the financial instruments were acquired or issued, their characteristics, and the Company’s designation of such instruments. As at August 31, 2019, the Company’s financial instruments were classified as at amortized at cost. The carrying values of cash, receivables, and accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments.
NexTech AR Solutions Corp.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three Months Ended August 31, 2019
(Unaudited - Expressed in Canadian dollars)
For the three months ended August 31, 2018 the Company had only one reportable segment. For the three months ended August 31, 2019 the Company has two reportable segments:
| a) | Corporate overhead, the operation of its AR technology license and services rendered for advertising revenue and the sale of apps and related advertising on IOS and Android platforms globally (“Corporate and Technology”); |
| b) | sale of vacuum cleaners through retail and online sales channels and sale of pet supplements through online sales channels (“E-commerce”). |
Capital assets are located primarily in the United States. Operating segmented information for the three months ended August 31, 2019 and 2018, is presented as follows:
| | | | | Corporate and | | | | |
2019 | | E-commerce | | | Technology | | | Total | |
| | $ | | | $ | | | $ | |
Revenue | | | 1,510,191 | | | | 3,005 | | | | 1,513,196 | |
Segment income (loss) | | | 106,800 | | | | (1,241,089 | ) | | | (1,134,289 | ) |
Stock-based compensation | | | - | | | | (184,938 | ) | | | (184,938 | ) |
Net income (loss) for the period | | | 106,800 | | | | (1,426,027 | ) | | | (1,319,227 | ) |
Identifiable assets | | | 1,488,592 | | | | 2,288,595 | | | | 3,777,187 | |
Capital expenditures (net) | | | - | | | | - | | | | - | |
Amortization and depreciation | | | 81,848 | | | | 20,399 | | | | 102,247 | |
| | Corporate and | | | | |
2018 | | Technology | | | Total | |
| | $ | | | $ | |
Revenue | | | 22,544 | | | | 22,544 | |
Segment income (loss) | | | (599,024 | ) | | | (599,024 | ) |
Stock-based compensation | | | - | | | | - | |
Net income (loss) for the year | | | (599,024 | ) | | | (599,024 | ) |
Identifiable assets | | | 2,389,614 | | | | 2,389,614 | |
Capital expenditures (net) | | | 170,168 | | | | 170,168 | |
Amortization and depreciation | | | 24,377 | | | | 24,377 | |
| 13. | EVENTS AFTER THE REPORTING DATE |
The following event occurred after the reporting date:
| ● | The Company renegotiated the repayment terms of its remaining instalment payments owed for the purchase of Infinite Pet Life. NexTech will pay US$20,000 per month, on the 10th of each month from September 2019 through May 2019 and make one final payment of US$37,220 in June 2020, to settle this liability. |
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