Exhibit 99.2

 

 

 

 

 

 

 

 

Jibestream Inc.

 

 

Condensed Interim Consolidated Financial Statements

 

For the Three Months Ended March 31, 2019 and 2018

 

(Presented in Canadian dollars)

 

 

 

 

Condensed Interim Consolidated Review Engagement Report

 

  

To the Shareholders of Jibestream Inc.:

 

In accordance with our engagement letter dated June 10, 2019, we have performed an interim review of the condensed interim consolidated statement of financial position of Jibestream Inc. as at March 31, 2019, and the condensed interim consolidated statements of loss and comprehensive loss, changes in deficit and cash flows for the three-month period then ended, and notes to the condensed interim consolidated financial statements (‘the condensed interim consolidated financial statements’). These consolidated financial statements are the responsibility of Jibestream Inc.’s management.

 

We performed our review in accordance with Canadian generally accepted standards for a review of interim consolidated financial statements by an entity’s auditor.

 

An interim review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the condensed consolidated financial statements. An interim review does not provide assurance that we would become aware of any or all significant matters that might be identified in an audit. Accordingly, we do not express such an audit opinion.

 

Material Uncertainty Related to the Going Concern Assumption

 

Without qualifying our opinion, we draw attention to Note 2 of the notes to the consolidated condensed interim financial statements which indicates that the Company incurred net losses of $362,650 and $260,021 for the periods ended March 31, 2019 and March 31, 2018, respectively. As at March 31, 2019, the Company has a working capital deficiency of $3,926,601. These conditions, along with other matters set forth in Note 2, indicate the existence of material uncertainty that may cast significant doubt as to the Company’s ability to continue as a going concern.

 

Based on our interim review, we are not aware of any material modification that needs to be made for these interim condensed consolidated financial statements to be in accordance with International Financial Reporting Standards.

  

Toronto, Ontario Chartered Professional Accountants
July 15, 2019 Licensed Public Accountants

 

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

 

2

 

  

Jibestream Inc.

Condensed Interim Consolidated Statement of Financial Position

As at March 31, 2019 and December 31, 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

   Note  March 31,
2019
   December 31,
2018
 
Assets           
Current           
Cash      -    18,058 
Restricted short-term investments  7   330,000    205,000 
Accounts receivable  4   589,949    285,728 
Investment tax credits receivable  5   85,803    45,000 
Prepaid expenses and deposits      63,333    80,104 
       1,069,085    633,890 
Non-current             
Property and equipment  6   18,333    22,132 
Right of use asset  16   731,979    - 
       1,819,397    656,022 
Liabilities             
Current             
Bank indebtedness  7   702,467    394,000 
Accounts payable and accrued liabilities  9   296,936    272,680 
Deferred lease inducement      92,461    102,367 
Deferred revenue      1,833,744    1,451,887 
Convertible promissory notes  11   1,240    47 
Current portion of long-term debt  8   236,177    221,621 
Convertible debentures  9   598,199    550,080 
Current portion of promissory notes - shareholders  10   36,770    36,770 
Current portion of lease obligation  16   329,199    - 
Derivative liability - convertible debentures  9   127,493    142,816 
Derivative liability - convertible promissory notes  11   741,000    702,000 
       4,995,686    3,874,268 
Non-current             
Long-term debt  8   329,897    344,441 
Lease obligation  16   408,288    - 
Promissory notes - shareholders  10   345,028    341,665 
Preferred shares  13   1,903,800    1,903,800 
       7,982,699    6,464,174 
Commitments             
Subsequent events             
              
Shareholders’ Deficit             
Share capital  13   150,100    150,100 
Deficit      (6,494,361)   (6,131,711)
Contributed Surplus  12   180,959    173,459 
       (6,163,302)   (5,808,152)
       1,819,397    656,022 

 

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

 

3

 

  

Jibestream Inc.

Condensed Interim Consolidated Statement of Loss and Comprehensive Loss

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

  

      Three Months Ended March 31, 
   Note  2019   2018 
Revenues  18   642,889    979,864 
              
Operating expenses             
Salaries, wages and benefits  5   636,088    933,377 
Office and general      78,585    98,600 
Amortization      77,594    8,155 
Travel and entertainment      46,830    28,254 
Interest  7,8,9,10,11   44,838    30,542 
Professional fees      25,937    28,187 
Advertising and promotion      13,879    37,048 
Bank charges      1,682    5,973 
Occupancy      -    107,517 
Foreign exchange loss (gain)      (5,309)   35,014 
Bad debts      (7,719)   (139)
       912,405    1,312,528 
Other expenses (income)             
Accretion expense  9,11,16   61,957    58,409 
Loss (gain) on derivative liability - convertible debenture  9   (15,323)   11,838 
Gain on extinguishment of convertible debentures  9   -    (145,890)
Loss on derivative liability - convertible promissory notes  11   39,000    - 
Share-based compensation  12   7,500    3,000 
       93,134    (72,643)

 

Loss before income taxes      (362,650)   (260,021)
Net loss and comprehensive loss      (362,650)   (260,021)

 

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

 

4

 

 

Jibestream Inc.

Condensed Interim Consolidated Statement of Changes in Deficit

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

   Note  Share
Capital
   Contributed
Surplus
   Deficit  

Total
Shareholders’

Deficit

 
Balance as at December 31, 2018      150,100    173,459    (6,131,711)   (5,808,152)
Net loss and comprehensive loss excluding IFRS 16      -    -    (357,142)   (357,142)
Recognition of share-based compensation  12   -    7,500    -    7,500 
IFRS 16 adjustments  16   -    -    (5,508)   (5,508)
Ending balance, March 31, 2019      150,100    180,959    (6,494,361)   (6,163,302)
                        
Balance as at December 31, 2017      150,100    134,521    (4,531,004)   (4,246,383)
Net loss and comprehensive loss      -    -    (260,021)   (260,021)
Recognition of share-based compensation  12   -    3,000    -    3,000 
Ending balance, March 31, 2018      150,100    137,521    (4,791,025)   (4,503,404)

  

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

 

5

 

  

Jibestream Inc.

Condensed Interim Consolidated Statement of Cash Flows

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

   For the 3 months ended 
   March 31, 2019   March 31, 2018 
Cash provided by (used for) the following activities:        
Operating Activities   (362,650)   (260,021)
Net loss and comprehensive loss          
Adjustments for non-cash items and others          
Share-based compensation   7,500    3,000 
Amortization of property and equipment   77,594    8,155 
Accrued interest on promissory notes - shareholders   3,363    - 
Loss (gain) on derivative liability - convertible debentures   (15,323)   11,838 
Accretion expense   61,957    58,409 
Accrued interest on long-term debt   9,348    - 
Accrued interest on convertible debentures   7,921    - 
Gain on extinguishment of convertible debentures   -    (145,890)
Loss on derivative liability - convertible promissory notes   39,000    - 
    (171,290)   (318,137)
Adjustments for net changes in non-cash operating assets and liabilities          
Accounts receivable   (304,221)   (31,084)
Prepaid expenses and deposits   16,771    10,837 
Accounts payable and accrued liabilities   24,256    82,433 
Unbilled revenue   -    225,958 
Deferred revenue   381,857    (494,819)
Investment tax credits receivable   (40,803)   (68,168)
Deferred lease inducement   (9,906)   (9,907)
Net cash used in operating activities   (103,336)   (602,887)
Cash flows from financing activities          
Bank indebtedness   308,467    65,000 
Purchase of short-term investments   (125,000)   - 
Net (repayments) proceeds from long-term debt   (9,336)   391,027 
Net cash used in financing activities   85,278    444,363 
Cash flows from investing activities          
Purchases of property and equipment   -    - 
Net cash from investing activities   -    - 
Net change in cash during the period   (18,058)   (158,524)
Cash and cash equivalents at beginning of period   18,058    215,166 
Cash, end of period   -    56,642 
           
NON-CASH TRANSACTIONS (Note 17)          
Right of use asset obtained via finance lease   805,774    - 
Right of use obligation obtained via finance lease   (805,774)   - 

 

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

 

6

 

  

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

1.Nature of operations

 

Jibestream Inc. (the “Company”) was incorporated under the laws of Canada on August 24, 2009. The Company’s principal business activities are the development, sales, marketing and support of software solutions for mapping, proximity, data and business rules in the retail, healthcare, corporate campus and government sectors. The Company’s solutions are sold through an established group of strategic partners, value added resellers and a direct sales team. The Company’s solutions are powered by its proprietary technology. While the Company’s products are available internationally through resellers in Europe, Asia Pacific and Latin American regions, the majority of its sales are generated in North America. The Company’s head office and principal address is Suite 101, 455 Dovercourt Road, Toronto, Ontario, Canada, M6H 2W3.

 

2.Basis of Presentation

 

Statement of compliance

 

These condensed interim financial statements were prepared following the same accounting policies and methods of computation as the audited annual financial statements for the year ended December 31, 2018. They were prepared in accordance with International Accounting Standard (IAS) 34, “Interim Financial Reporting” as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain financial information and disclosures normally included in the annual financial statements prepared in accordance with International Financial Reporting Standards (IFRS) has been omitted or condensed. The disclosure provided herein is incremental to the disclosure included in the audited annual financial statements.

 

The condensed interim financial statements should be read in conjunction with the annual audited financial statements for the year ended December 31, 2018.

 

The financial statements were approved for issuance by the Company’s Board of Directors on July 15, 2019.

 

Basis of measurement and going concern

 

These financial statements have been prepared on a historical cost basis, except for certain financial instruments that are measured at fair value as described in the significant accounting policies.

 

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. The Company incurred net losses of $362,650 and $260,021 for the periods ended March 31, 2019 and March 31, 2018, respectively. As at March 31, 2019, the Company has a working capital deficiency of $3,926,601. Furthermore, the Company is in negotiations with several of it’s creditors to renegotiate agreements as the Company has breached related covenants which provides its creditors with the right to demand repayment of the related debt (see Notes 7, 8, 9 and 10 for further details). These conditions raise significant doubt and cast material uncertainty as to the Company’s ability to continue as a going concern.

 

The Company’s ability to continue as a going concern is dependent upon its ability to successfully renegotiate the terms of its existing debt, obtain sufficient financing going forward and to generate sufficient cash flows from operations and otherwise to meet its obligations as they come due. It cannot be determined at this time whether these objectives will be realized.

  

7

 

  

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

2.Basis of Presentation (continued from previous page)

 

Functional and presentation currency

 

These financial statements are presented in Canadian dollars, which is the Company’s functional and presentation currency.

 

3.Significant accounting policies

 

Newly adopted accounting standard

 

The Company has adopted IFRS 16 with an initial adoption date of January 1, 2019. The Company used the modified retrospective method to adopt the new standard and therefore, the comparative information has not been restated and continues to be reported under IAS 17 and related interpretations.

 

IFRS 16 specifies how leases will be recognized, measured, presented and disclosed and it provides a single lessee model, requiring lessees to recognize right-of-use assets and lease liabilities for all major leases. The impact of the transition to IFRS 16 is shown in Note 16. The Company’s accounting policy under IFRS 16 is as follows:

 

At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the right-of use asset or the lease term using the straight-line method. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. In addition, the right-of-use asset can be periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s borrowing rate. The Company used its borrowing rate as the discount rate.

 

The Company has elected to apply the practical expedient 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 is recognized as an expense on a straight-line basis over the lease term.

  

8

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

4.Accounts receivable

 

The Company had the following receivables at the end of each reporting year:

 

   March 31,
2019
   December 31,
2018
 
Trade receivables  $576,549   $285,307 
Harmonized sales taxes receivable   18,048    15,362 
    594,597    300,669 
Less: Expected credit losses (Note 15)   (4,648)   (14,941)
Total  $589,949   $285,728 

 

5.Investment tax credits receivable

 

The Company undertakes certain scientific research and experimental development (“SR&ED”) activities. Under a government program, a portion of these expenditures are recoverable by the Company. The Company has recorded the recovery of these expenditures for the year in the amount of $40,803 (2018 - $85,000) as a reduction in salaries, wages and benefits on the statement of loss and comprehensive loss.

  

6.Property and equipment

  

   Computer equipment   Furniture and fixtures   Leasehold
improvements
   Total 
   $    $    $    $ 
Cost                    
Balance, December 31, 2018   115,738    33,209    10,400    159,347 
Additions   -    -    -    - 
Balance, March 31, 2019   115,738    33,209    10,400    159,347 
                     
Accumulated depreciation                    
Balance, December 31, 2018   109,325    22,526    5,364    137,215 
Additions   1,650    1,661    488    3,799 
Balance, March 31, 2019   110,975    24,187    5,852    141,014 
                     
Net book value                    
Balance, December 31, 2018   6,413    10,683    5,036    22,132 
Balance, March 31, 2019   4,763    9,022    4,548    18,333 

  

9

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

7.Bank indebtedness

 

The Company has available an operating line of credit of up to a maximum of $655,000 (December 31, 2018 - $655,000) which bears interest at Royal Bank prime rate + 2.25% per annum. The line of credit is secured by a first-ranking general security agreement (“GSA”) covering all the assets of the Company and is payable on demand. As at March 31, 2019, the Company had drawn $655,000 (December 31, 2018 - $394,000) on its line of credit, and had overdrawn on their bank accounts by $47,467. On August 2, 2018, the creditor of the bank indebtedness (the “Indebtedness Creditor”) demanded repayment of this facility. During the period ended March 31, 2019, the Company recognized interest expense of $8,750 (2018 - $5,245) in relation to bank indebtedness.

 

On October 25, 2018, the Company met the Conditions Precedent (outlined below) and executed a forbearance agreement with the Indebtedness Creditor whereby the Company acknowledged the outstanding line of credit balance of $652,076, the outstanding credit card facility with the same creditor of $19,757 and fees to date in relation to the demand for repayment of $26,815, were owed to the Indebtedness Creditor by the Company as of the date of the forbearance agreement and the Indebtedness Creditor agreed not to demand repayment of the facility until the earlier of April 30, 2019 and an event of default by the Company as described in the forbearance agreement. On May 31, 2019, the Indebtedness Creditor agreed to extend the forbearance period to July 31, 2019. The forbearance agreement was subject to the following conditions (the “Conditions Precedent”):

 

a) A cash injection from the Company’s investors of $370,000 (see Note 11), of which $100,000 would be paid immediately to the Indebtedness Creditor as cash collateral;

b) Execution of similar forbearance agreements (in form satisfactory to the Indebtedness Creditor) with the Company’s long-term debt creditors (Note 8) and the holder of the Company’s convertible debenture (Note 9);

c) A fully executed collateral agreement with the Indebtedness Creditor; and

d) An executed consent form from the Company to the immediate private or court appointment of an interim receiver. This consent is to be held in escrow by the Indebtedness Creditor’s legal counsel to be used in the event of the termination of the Forbearance period if the Company violates any of the terms of the forbearance agreement.

Under the collateral agreement (point c) above), the Company is required to provide the Indebtedness Creditor with additional collateral as follows:

 

a)$30,000 on or before November 30, 2018;

 

b)$75,000 on or before December 31, 2018;

 

c)$75,000 on or before January 31, 2019;

 

d)$50,000 on or before February 31, 2019; and

 

e)$100,000 on or before March 31, 2019.

 

As at March 31, 2019, the Indebtedness Creditor held collateral related to the Company’s bank indebtedness of $330,000 (December 31, 2018 - $205,000) which has been recorded as restricted short-term investments on the statement of financial position. At the time the final $100,000 payment was due, the Company did not have sufficient cash resources and the Indebtedness Creditor agreed to waive the payment. This collateral is being held in Guaranteed Investment Certificates bearing interest at rates ranging between 1.40% or 1.65% and maturing between October 29, 2019 and December 31, 2019. It is expected that upon the close of the pending sale of the Company (Note 19) that the Indebtedness Creditor will be repaid in full out of the sale proceeds and the collateral will be released.

  

10

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

7.Bank indebtedness (continued from previous page)

 

Under the terms of the forbearance agreement the Company is subject to a number of financial reporting and operational obligations. Failure to meet any of these obligations constitutes and event of default and effectively voids the forbearance agreement. The Company is required to cover specific costs of the Indebtedness Creditor under the terms of the forbearance agreement. As of March 31, 2019, the Company was in compliance with the financial reporting and operational obligations of the forbearance agreement.

  

8.Long-term debt

 

   March 31,
2019
   December 31,
2018
 
         
Espresso Capital Revolving Credit Facility  $134,289   $134,277 
Eastern Ontario community Futures Development Corporations Network Inc. Term Loan   431,785    431,785 
    566,074    566,062 
Less:          
Current portion   236,177    221,621 
   $329,897   $344,441 

 

The future principal payments required under the terms of the Company’s long-term debt agreements are as follows:

 

2020  $236,177 
2021   62,327 
2022   69,539 
2023   77,586 
2024   86,565 
Thereafter   33,880 
Total  $566,074 

  

11

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

8.Long-term debt (continued from previous page)

 

Espresso Revolving Credit Facility

 

This credit facility is an interest-only loan bearing interest at 15.25% per annum and was scheduled to mature on December 1, 2018. The loan is secured by a first ranking claim on the Company’s investment tax credits receivable. Upon the Company receiving its refund, Espresso has the option to demand repayment of this loan out of the refund proceeds.

 

The credit facility is subject to certain financial covenants which require the Company to maintain at least $75,000 of cash on hand. As at July 31, 2018, the Company was in violation of this covenant and Espresso had the right to demand repayment of this loan. On October 24, 2018, the Company executed a forbearance agreement with Espresso whereby Espresso agreed not to demand repayment or enforce its rights and remedies until the later of April 30, 2019 and the end of the bank indebtedness forbearance period (Note 7). On May 31, 2019, Espresso agreed to extend the forbearance period to July 31, 2019. Under the terms of the forbearance agreement interest from July 31, 2018 to the date at which the indebtedness is paid in full, shall accrue at the Default Interest Rate of 20.25% as defined in the related loan agreement. The Company was also required to pay Espresso the proceeds from the collection of its investment tax credit receivable (Note 5), within one business day of its receipt. On November 19, 2018 the Company received its July 31, 2018 investment tax credit claim of approximately $272,000 and repaid this amount to Espresso.

 

During the period ended March 31, 2019, the Company recognized interest expense of $5,070 (2018 - $4,341) in relation to this credit facility.

 

Eastern Ontario Community Futures Development Corporations Network Inc. Term Loan (“SOFII loan”) The SOFII loan bears interest at 11% per annum, is repayable in monthly blended principal and interest instalments of $8,561, and matures in July 2024. The loan is secured by a GSA over all the assets of the Company which ranks subordinate to the operating line of credit GSA (Note 7) and the Espresso Revolving Credit Facility’s claim on the investment tax credits receivable.

 

The SOFII loan is subject to certain financial and non-financial covenants. As at March 31, 2019, the Company was in compliance with these covenants. On October 22, 2018, as required under the terms of its bank indebtedness forbearance agreement (Note 7), the Company executed a forbearance agreement with SOFII whereby SOFII agreed to interest only payments until April 30, 2019, at which time the Company has agreed and committed to repay the deferred principal payments as required per the terms of the related loan agreement for the period from June 30, 2018-April 30, 2019. Under the terms of the SOFII forbearance agreement, the Company’s CEO agreed to a reduction of his salary by fifty percent during the forbearance period. On May 31, 2019, SOFII agreed to extend the aforementioned forbearance period to July 31, 2019.

 

During the period ended March 31, 2019, the Company recognized interest expense of $10,251 (2018 - $12,369) in relation to this loan.

 

12

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

9.Convertible debentures

 

   March 31,
2019
   December 31, 2018 
           
$358,216 (December 31, 2018 - $358,216), convertible debentures, including accumulated interest and accretion of $239,983 (December 31, 2018 - $191,864)  $598,199   $550,080 

 

On November 1, 2012, the Company received $500,000 in exchange for issuing a convertible debenture with a principal balance of $499,990 (the “Debenture”) and 105,263 common shares. The common shares had an estimated fair value at the date of issuance of $150,000 based on an estimated share price of $1.45 per share which was recognized as debt issuance costs with a corresponding increase to share capital. The Debenture bears interest at the Bank of Canada prime rate plus 1% per annum and was scheduled to mature on November 1, 2012. The debenture is secured by a GSA over all the Company’s assets which ranks subordinate to the operating line of credit GSA (Note 7) and Company’s long-term debt (Note 8). As required by the bank indebtedness forbearance agreement the Company executed a forbearance agreement with the debenture holder which extended the date of maturity to the earlier of: April 30, 2019 and the date that the debenture holder’s convertible promissory note (Note 11) matures. On May 31, 2019, the Debenture Holder agreed to extend the forbearance period to July 31, 2019. Accordingly, the convertible debentures have been presented as current on the Company’s consolidated statement of financial position.

 

The Debenture holder has the option to convert the Debenture at maturity or on a change of control of the Company, into common shares at a price equal to 80% of the fair market value of the common shares. The Debenture will automatically convert in full, into the same class of securities as issued upon completion of a single equity issuance of not less than $1,000,000 (a “Significant Financing”).

 

The convertible debentures are being accounted for in accordance with their substance and are presented in the financial statements in their component parts, measured at their respective fair values at the time of issue. At date of issuance, the Company separated the embedded derivatives from the debenture host contracts, with the total proceeds first allocated to the fair value of the derivative financial instruments determined using the Black Scholes model, with the remaining proceeds allocated to the debt host contract. The proceeds from issue at the date of issuance were $499,990 and the fair value of the derivative financial liability related to the beneficial conversion feature on initial recognition was $338,183.

 

On February 8, 2013, the holder of the convertible debentures agreed to extend the maturity date of the Debentures to February 8, 2018. Management determined that the extension of the Debentures was in substance an extinguishment and refinancing of debt in accordance with IFRS 9 - Financial Instruments. To account for the extinguishment of the debt, the difference between the carrying amount of the original debentures and the consideration paid was recognized as a loss of $76,907 in the December 31, 2013 statement of loss and comprehensive loss. The debt issuance costs of $149,990 were written off at the time of extinguishment.

 

13

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

9. Convertible debentures (continued from previous page)

 

The holders of the convertible debentures agreed to further extend the maturity date of the Debentures on three further occasions, February 7, 2018, October 22, 2018 and May 31, 2019, extending the maturity date to July 31, 2018, April 30, 2019 and July 31, 2019 respectively. Management again determined that the extensions of the Debentures resulted in substance in an extinguishment and refinancing of debt in accordance with IFRS 9 - Financial Instruments. In accounting for the extinguishment of the debt, the difference between the carrying amount of the debentures and the consideration paid were recognized as gains of $145,890 and $141,509, respectively in the December 31, 2018 statement of loss and comprehensive loss.

 

The estimated fair value of the derivative at March 31, 2019 was $127,493 (December 31, 2018 - $142,816).

 

 

Derivative liability at December 31, 2017  $130,261 
Loss on revaluation to fair value   12,555 
Derivative liability at December 31, 2018   142,816 
Gain on revaluation to fair value   (15,323)
Derivative liability at March 31, 2019   127,493 

 

During the period, the Company recorded accretion of $40,198 (2018 - $58,409). The Company incurred interest of $7,921 (2018 - $6,372) related to the convertible debentures, which are included in interest and bank charges expense on the statement of loss and comprehensive loss.

 

The convertible debentures remained outstanding as at March 31, 2019. The Company used an option pricing model to estimate the fair value of the derivatives at March 31, 2019 using the inputs shown below:

 

  

March 31,

2019

   December 31,
2018
 
Estimated price per share  $1.28   $1.28 
Exercise price  $1.02   $1.02 
Expected volatility   48.05%   44.83%
Expected option life   30 days    120 days 
Expected dividend yield   0.00%   0.00%
Risk-free interest rate   2.07%   2.07%

 

No active market exists for the Company’s common shares. For this reason, the Company considers the historical volatility of similar entities for which share price information is publicly-available when estimating the expected volatility. The listed entities used in the analysis operate within the same industry space, focusing on the delivery of similar products and services to small and medium-sized businesses.

 

14

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

10.Promissory notes – shareholders

 

Shareholder Promissory note #1 is unsecured, bears annual interest at the Toronto Dominion Bank (‘TD Bank’) prime rate, has no fixed terms of repayment, and matures on the date that the Class A convertible preferred shares are redeemed or converted in full. The holder of Promissory note #1 has indicated his intention to extend the repayment of the note to after December 31, 2019. Promissory note #2 also bears annual interest at the TD Bank prime rate. Payment of this balance was due in February 2018. As the Company did not have the free cash available to repay this loan upon maturity they have violated the terms of the September 2015 settlement agreement reached with the holder of Promissory note #2. The Company has been in communication with the holder of Promissory note #2 and plan to repay this debt once the terms with the higher-ranking creditors (see below) have been renegotiated and it has sufficient cash flows and cash to do so under the terms of its related debt agreements. During the period, the Company recorded interest of $3,363 (2018 – $2,215) related to the promissory notes.

 

  

March 31,
2019

  

December 31,

2018

 
         
Promissory note #1   345,028    341,665 
Promissory note #2   36,770    36,770 
    381,798    378,435 
Less:          
Current portion   (36,770)   (36,770)
    345,028    341,665 

 

The promissory notes rank subordinate to the Company’s bank indebtedness (Note 7), long-term debt (Note 8) and convertible debentures (Note 9).

 

11.Convertible promissory notes

 

In October 2018, certain of the Company’s shareholders each agreed to purchase a convertible promissory note from the Company, providing the Company $370,000 to finance working capital needs and as required by the Indebtedness Creditor as part of the Conditions Precedent (Note 7). Each promissory note is unsecured and bears interest at 10% per annum.

 

Each promissory note holder has the option to convert its note upon maturity, being the earlier of six months from the date of purchase or on the date of a change of control of the Company, into non-convertible, non-participating preferred shares with a priority liquation preference equal to three times the conversion price of $1.283 per share.

 

15

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

11.Convertible promissory notes (continued from previous page)

 

The convertible promissory notes are being accounted for in accordance with their substance and are presented in the financial statements in their component parts, measured at their respective fair values at the date of issuance. At the dates of issuance, the Company separated the embedded derivatives from the debenture host contracts, with the total proceeds first allocated to the fair value of the derivative financial instruments, with the remaining proceeds allocated to the debt host contract. The proceeds from issuance were $370,000 and the fair value of the derivative financial liability on initial recognition was $370,000.

 

During the year, the Company recorded accretion of $1,193 December 31, 2018 - $47) and incurred interest of $9,483 (2018 - $nil) related to the convertible promissory notes, which are included in accretion expense and in interest expense, respectively on the statement of loss and comprehensive loss. The accrued interest is recorded in account payable and accrued liabilities on the statement of financial position.

 

The estimated fair value of the derivative instrument related to the three times principal liquidation feature as at March 31, 2019 was $741,000 (December 31, 2018 - $702,000). The fair value was determined based on an estimated 95% (December 31, 2018 – 90%) probability of a liquidity event multiplied by the estimated payout upon a liquidity event net of the estimated principal and interest outstanding at the time of such liquidity event.

 

12.Share-based compensation

 

The Company has a stock option plan. These options are granted to employees, vest over a maximum of four years, and expire after a maximum of ten years. One option is exchangeable for one common share of the Company.

 

   Number of Options  

Weighted Avg Exercise

Price ($)

 
Options outstanding, December 31, 2017   273,283    1.28 
Options issued   192,255    1.28 
Options cancelled   (105,432)   1.28 
Options outstanding, December 31, 2018   360,106    1.28 
Options issued   15,931    1.28 
Options cancelled   (1,025)   1.28 
Options outstanding, March 31, 2019   375,012    1.28 

 

16

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

12.Share-based compensation (continued from previous page)

 

The fair value of options granted during the year ended March 31, 2019 was estimated using the Black-Scholes option pricing model to determine the fair value of options granted using the following assumptions:

 

   2019   December 31,
2018
 
Weighted average fair value per common share   1.28    1.28 
Weighted average exercise price   1.28    1.28 
Expected volatility   48.05%   44.83%
Expected option life (years)   4    4 
Expected dividend yield   0.00%   0.00%
Risk-free interest rate   2.07%   1.68%

 

No active market exists for the Company’s common shares. For this reason, the Company considers the historical volatility of similar entities for which share price information is publicly available when estimating the expected volatility. The listed entities used in the analysis operate within the same industry space, focusing on the delivery of similar products and services to small and medium-sized businesses.

 

The risk-free rate assumed in valuing the options is based on the Canadian treasury yield curve in effect at the time of grant for the expected term of the option. The expected dividend yield percentage at the date of grant is Nil as the Company is not expected to pay dividends in the foreseeable future. The Company has

 

estimated its future stock option forfeitures to be nil for the year ended March 31, 2019 (December 31, 2018 - nil).

 

The weighted average exercise price of the outstanding options was $1.28. The average remaining contractual life of outstanding options is 2.0 to 10 years. At March 31, 2019, 134,576 (December 31, 2018 – 131,961) options were vested and exercisable. During the period ended March 31, 2019, stock-based compensation expense of $7,500 (2018 – $3,000) was recognized on the statement of loss and comprehensive loss.

 

13.Share capital

 

On June 11, 2014, the Company amended its articles of incorporation such that the authorized capital of the Company now consists of:

 

-An unlimited number of common shares

 

-An unlimited number of class A preferred shares

 

17

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

13. Share Capital (continued from previous page)

 

Common Shares

 

   2019   December 31, 2018 
         
2,105,263 Common shares (December 31, 2018 - 2,105,263)   150,100    150,100 

 

Each holder of common shares shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company, except meetings at which only holders of class A convertible preferred shares are entitled to vote, and each holder of common shares shall be entitled to one vote in respect of each common share held by such holder.

 

The holders of common shares are not entitled to vote separately as a class upon any proposal to amend the articles of the Company to: (i) increase or decrease any maximum number of authorized shares of such class, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class; or (ii) create a new class or series of shares equal or superior to the shares of such class.

 

Subject to the rights of the holders of the class A convertible preferred shares, the holders of common shares shall be entitled to receive dividends and the Company shall pay dividends thereon, as and when declared by the board out of monies properly applicable to the payment of dividends, in such amount and in such form as the board may from time to time determine. All dividends which the board may declare on the common shares shall be declared and paid in equal amounts per share on all common shares at the time outstanding.

 

If a liquidation event or deemed liquidation event occurs, subject to the rights and privileges attaching to the class A convertible preferred shares, the assets and property of the Company available for distribution to shareholders shall be distributed among the holders of the common shares on a pro rata basis in accordance with the number of common shares held by each holder.

 

18

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

13. Share Capital (continued from previous page)

 

Class A Convertible Preferred Shares

 

   2019  

December 31,

2018

 
701,754 Class A convertible preferred shares - Series 1 (December 31, 2018 - 701,754)   1,000,000    1,000,000 
779,971 Class A convertible preferred shares - Series 2 (December 31, 2018 - 779,971)   999,922    999,922 
           
    1,999,922    1,999,922 
Less: Share issuance costs   96,122    96,122 
    1,903,800    1,903,800 

  

The class A convertible preferred shares of each series including, without limitation, the series 1 preferred shares and the series 2 preferred shares, shall rank pari passu with the class A convertible preferred shares of every other series with respect to dividends and return of capital in the event of a liquidation event or deemed liquidation event.

 

On all matters submitted to a vote of holders of common shares, a holder of class A convertible preferred shares of each series including, without limitation, the series 1 preferred shares and the series 2 preferred shares, shall be entitled to the number of votes equal to the number of common shares into which the class A convertible preferred shares of such series are then convertible, and in all ways shall have voting rights and powers equal to the voting rights and powers of the common shares, including the right to receive notice of and to attend and vote at all meetings of shareholders of the Company.

 

The holders of class A convertible preferred shares are not entitled to vote separately as a class (or separately as any series thereof, as applicable) upon any proposal to amend the articles of the company to: (i) increase or decrease any maximum number of authorized shares of such class or series, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class or series; or (ii) create a new class or series of shares equal or superior to the shares of such class or series.

 

19

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

13.Share Capital (continued from previous page)

 

The holders of class A convertible preferred shares of each series including, without limitation, the series 1 preferred shares and the series 2 preferred shares, shall be entitled to receive dividends and the Company shall pay dividends thereon, as and when declared by the board out of monies properly applicable to the payment of dividends, in such amount and in such form as the board may from time to time determine. All dividends which the board may declare on the class A convertible preferred shares of a series shall be declared and paid in equal amounts per share on all class A convertible preferred Shares of such series at the time outstanding.

 

These shares are convertible into common shares at the rate of one common share for each preferred share and are redeemable at the option of the holder for $1.45 per share for the series 1 preferred shares and $1.28 for the series 2 preferred shares. The preferred shares have a conversion feature that includes a price-based antidilution adjustment post-conversion. The price-based antidilution adjustment ensures preferred shareholders are made whole in the event of a down financing round at the expense of common shareholders; therefore, the conversion feature was assessed to be a derivative liability, and measured at fair value. The residual amount, being the difference between the subscription amount and the fair value of the derivative liability at the date on which the preferred shares were issued have been classified as a financial liability presented as preferred shares. The derivative liability was determined to have a fair value of $nil as at March 31, 2019 (December 31, 2018 - $nil) and was based upon an estimated fair value per common share cost conversion of $1.28.

 

14.Financial Instruments

 

The Company as part of its operations carries a number of financial instruments. It is management’s opinion that the Company is not exposed to significant risks arising from these financial instruments except as otherwise disclosed.

 

Fair value

 

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. The fair value of the Company’s cash, accounts receivable, investment tax credits receivable and accounts payable and accrued liabilities are estimated by management to approximate their carrying values due to their short-term nature. The carrying value of the promissory notes - shareholders liability is also deemed to be representative of fair value as they have been financed at interest rates which are similar to current market interest rates.

 

Risk management policy

 

In the normal course of its business, the Company is exposed to a number of financial risks that can affect its operating performance. These risks, and the actions taken to manage them, are as noted below.

 

20

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

14.Financial Instruments (continued from previous page)

 

Interest rate risk

 

Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates. Changes in market interest rates may have an effect on the cash flows associated with some financial assets and liabilities, known as cash flow risk, and on the fair value of other financial assets or liabilities, known as price risk. The Company is exposed to interest rate risk through the impact of changes in market interest rates on the fair values of its instruments.

 

The Company is exposed to price risk with respect to the Company’s bank indebtedness (Note 7) Royal Bank prime rate + 2.25% per annum, the convertible promissory notes (Note 11) which bears interest at fixed interest rate of 10% (December 31, 2018 - nil) per annum, the Espresso Revolving Credit Facility (Note 8) with a fixed rate of 15.25% per annum (December 31, 2018 - 15.25%) and the SOFII loan (Note 8) with a fixed rate of 11% per annum (December 31, 2018 - 11%).

 

The Company is exposed to cash flow risk with respect to the Company’s convertible debentures (Note 9) which bear interest at 10% (December 31, 2018 – 10%) per annum and promissory notes to shareholders (Note 10) which bear interest at the TD Bank prime rate (December 31, 2018 - TD Bank prime rate).

 

Liquidity risk

 

Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its obligations as they fall due. The Company manages liquidity risk by maintaining adequate cash balances and borrowing facilities, by continuously monitoring forecasted and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The following table gives the Company’s financial liabilities and contractual maturities as follows:

 

   < 1 year   1-2 years   > 3 years   Total 
Bank indebtedness   702,467    -    -    702,467 
Accounts payable and accrued liabilities   296,936    -    -    296,936 
Long-term debt   236,177    131,866    198,031    566,074 
Convertible debentures   598,199    -    -    598,199 
Promissory notes - shareholders   36,770    345,028    -    381,798 
Convertible promissory notes   370,000    -    -    370,000 

  

21

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

14.Financial Instruments (continued from previous page)

 

Credit risk and economic dependence

 

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s principal financial assets that expose it to credit risk are its accounts receivable, and the Company mitigates this risk by monitoring the credit worthiness of its customers.

 

The Company applies the simplified approach to provide for expected credit losses as prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables and contract assets. The expected credit loss provision is based on the company’s historical collections and loss experience and incorporates forward-looking factors, where appropriate.

 

  Current   Aged   Aged   Aged
   Aged
120 days
    
   1 -30 days   31-60 days   61-90 days   91-120 days   and over   Total 
   $   $   $   $   $   $ 
Expected loss rate   0.50%   1.25%   1.25%   12.25%   50.00%     
Gross trade receivables   553,406    5,681    2,990    14,472    -    576,549 
Expected loss provision   2,767    71    37    1,773    -    4,648 

 

A credit concentration exists relating to accounts receivable. As at March 31, 2019, four customers (December 31, 2018 - two customers) accounted for approximately 64% (December 31, 2018 - 57%) of accounts receivable and three customers (2018 - four) accounted for 47% of revenues from operations (2018 - 76%). The loss of any of these customers could have a significant adverse impact on the Company’s financial results if replacement customers could not be found in a timely manner.

 

As at March 31, 2019, the Company has recorded a provision for expected credit losses of $4,648 (December 31, 2018 - $14,941).

 

22

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

14.Financial Instruments (continued from previous page)

 

Foreign currency risk

 

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company undertakes transactions denominated in United States dollars for which the related revenues, expenses, accounts receivable and accounts payable balances are subject to exchange rate fluctuations. Management regularly reviews the foreign exchange rates in relation to the Canadian dollar and the Company’s foreign currency position. As at March 31, 2019, the following items are denominated in United States dollars:

 

   March 31,
2019
   December 31, 2018 
         
Cash   28,529    17,124 
Accounts receivable   576,549    285,307 
Accounts payable and accrued liabilities   9,132    31,822 

 

A 5% fluctuation of the United States dollar would result in an exchange gain or loss on the net financial assets of approximately $22,281 (2018 - $10,494) as at March 31, 2019.

 

15.Related party transactions

 

Key management compensation of the Company

 

Key management personnel are comprised of the Company’s directors and executive officers. In addition to their salaries, key management personnel also receive share-based compensation. Key management personnel compensation is as follows:

 

  

March 31,

2019

  

March 31,

2018

 
Salaries and benefits, including bonuses   56,625    90,000 
Share-based compensation   1,438    4,401 
    58,063    94,401 

 

16.IFRS 16–Adoption of Lease Accounting

 

The Company adopted IFRS 16 using the modified retrospective approach and accordingly the information presented for 2018 has not been restated. It remains as previously reported under IAS 17 and related interpretations. On initial application, the company has elected to record right-of-use assets based on the corresponding lease liability. Right-of-use assets and lease obligations of $805,774 were recorded as of January 1, 2019, with no net impact on retained earnings. When measuring lease liabilities, the Company discounted lease payments using its borrowing rate at January 1, 2019. The rate applied is approximately 11%.

 

The Company applied the definition of a lease under IFRS 16 to contracts entered into or changed on or after January 1, 2019.

 

23

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

16.IFRS 16 – Adoption of Lease Accounting (continued from previous page)

 

Right-of-use assets consists of a lease agreement related to Company’s premises. Future minimum lease payments related to the obligation under capital lease are as follows:

 

2019   292,159 
2020   389,545 
2021   227,235 
Total  $908,939 

 

The following table summarizes the impact of adopting IFRS 16 on the Company’s interim consolidated statement of loss for the three months ended March 31, 2019:

 

   March 31,
2019 As reported
   Adjustments   March 31,
2019 Without adoption of IFRS 16
 
             
Revenue  $642,889   $36,000   $606,889 
                
Operating expenses               
Salaries, wages and benefits   636,088         636,088 
Office and general   78,585         78,585 
Occupancy   -    (52,853)   52,853 
Interest   44,838         44,838 
Advertising and promotion   13,879         13,879 
Travel and entertainment   46,830         46,830 
Professional fees   25,937         25,937 
Bank charges   1,682         1,682 
Bad debts   (7,719)        (7,719)
Foreign exchange loss (gain)   (5,309)        (5,309)
Amortization   77,594    73,795    3,799 
    912,405    20,942    891,463 
                
Loss before the undernoted items   (269,516)        (284,574)
                
Other expenses (income)               
Accretion expense   61,957    20,566    41,391 
Gain on extinguishment of convertible debentures   (15,323)        (15,323)
Loss on derivative liability - convertible promissory notes   39,000         39,000 
Share-based compensation   7,500         7,500 
    93,134    20,566    72,568 
                
Net loss and comprehensive loss  $(362,650)  $(5,508)  $(357,142)

 

24

 

 

Jibestream Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited)

(Presented in Canadian dollars)

 

 

17.Capital Management

 

The Company’s objective in managing capital is to ensure sufficient liquidity to pursue its strategy of organic growth combined with strategic acquisitions, so that it can provide above average returns for its shareholders. The Company defines capital that it manages as the aggregate of its shareholders’ deficit, which consists of issued capital and deficit.

 

The Company manages its capital structure and makes adjustments to it in light of general economic conditions and the risk characteristics of the underlying assets and the Company’s working capital requirements. In order to maintain or adjust the capital structure, the Company, upon approval from its Board of Directors, may issue long term debt, issue shares, repurchase shares through a normal course issuer bid and pay dividends. The Board of Directors reviews and approves any material transactions not in the ordinary course of business that may include various acquisition proposals, as well as capital and operating budgets. No changes were made in the objectives, policies or processes of capital management during the years ended March 31, 2019 and December 31, 2018. As disclosed in Notes 7 and 8, the Company is subject to covenants on its bank indebtedness and long-term debt.

 

18.Revenue

 

Revenue is disaggregated primarily by performance obligation. Contract liabilities include deferred revenue which represents cash received in advance service being provided.

 

   For the 3 months ended 
   March 31, 2019   March 31, 2018 
Revenue by Performance Obligation          
Design and Implementation Revenue   240,821    530,793 
License, Maintenance and Support Revenue   402,068    449,071 
    642,889    979,864 

 

   March 31, 2019   December 31, 2018 
Contract Liabilities          
Deferred Design and Implementation Revenue   190,785    268,779 
Deferred License, Maintenance and Support Services Revenue   1,642,959    1,183,108 
    1,833,744    1,451,887 

 

19.Subsequent events

 

Subsequent to the period ended March 31, 2019, the shareholders of the Company agreed to sell 100% of the outstanding shares to Inpixon (the “Acquirer”), a United States publicly traded company, in exchange for consideration of $5,000,000 cash and $3,000,000 in shares of the Acquirer.

 

 

 

25