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Lingo Media Corp – ‘6-K’ for 9/30/19 – ‘EX-1’

On:  Friday, 11/29/19, at 1:48pm ET   ·   For:  9/30/19   ·   Accession #:  1437749-19-23700   ·   File #:  333-98397

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/29/19  Lingo Media Corp                  6-K         9/30/19   65:4.4M                                   RDG Filings/FA

Report by a Foreign Issuer   —   Form 6-K   —   Rule 13a-16 / 15d-16
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report by a Foreign Issuer                          HTML    352K 
 2: EX-1        Underwriting Agreement                              HTML    176K 
 3: EX-99.1     Miscellaneous Exhibit                               HTML     23K 
 4: EX-99.2     Miscellaneous Exhibit                               HTML     23K 
32: R1          Document And Entity Information                     HTML     34K 
51: R2          Condensed Consolidated Interim Balance Sheets       HTML     80K 
                (Current Period Unaudited)                                       
42: R3          Condensed Consolidated Interim Statements of        HTML     88K 
                Comprehensive Income (Loss) (Unaudited)                          
13: R4          Condensed Consolidated Interim Statements of        HTML     46K 
                Changes in Equity (Unaudited)                                    
33: R5          Condensed Consolidated Interim Statements of Cash   HTML     79K 
                Flows (Unaudited)                                                
52: R6          Note 1 - Corporate Information                      HTML     26K 
43: R7          Note 2 - Basis of Preparation                       HTML     33K 
14: R8          Note 3 - Significant Accounting Judgements,         HTML     29K 
                Estimates and Assumptions                                        
31: R9          Note 4 - Summary of Significant Accounting          HTML     71K 
                Policies                                                         
27: R10         Note 5 - Accounts and Grants Receivable             HTML     29K 
20: R11         Note 6 - Property and Equipment                     HTML     48K 
37: R12         Note 7 - Right-of-use Asset                         HTML     62K 
60: R13         Note 8 - Contract Liability                         HTML     33K 
28: R14         Note 9 - Share Capital                              HTML     23K 
21: R15         Note 10 - Share-based Payments                      HTML     67K 
38: R16         Note 11 - Income Tax                                HTML     22K 
61: R17         Note 12 - Government Grants                         HTML     25K 
26: R18         Note 13 - Financial Instruments                     HTML     38K 
22: R19         Note 14 - Major Customer                            HTML     24K 
44: R20         Note 15 - Capital Management                        HTML     25K 
54: R21         Note 16 - Segmented Information                     HTML     94K 
29: R22         Note 17 - Supplemental Cash Flow Information        HTML     26K 
11: R23         Note 18 - Related Party Balances and Transactions   HTML     26K 
45: R24         Significant Accounting Policies (Policies)          HTML     69K 
55: R25         Note 4 - Summary of Significant Accounting          HTML     61K 
                Policies (Tables)                                                
30: R26         Note 5 - Accounts and Grants Receivable (Tables)    HTML     27K 
12: R27         Note 6 - Property and Equipment (Tables)            HTML     47K 
46: R28         Note 7 - Right-of-use Asset (Tables)                HTML     61K 
53: R29         Note 8 - Contract Liability (Tables)                HTML     31K 
64: R30         Note 10 - Share-based Payments (Tables)             HTML     52K 
41: R31         Note 13 - Financial Instruments (Tables)            HTML     25K 
19: R32         Note 16 - Segmented Information (Tables)            HTML     90K 
25: R33         Note 17 - Supplemental Cash Flow Information        HTML     25K 
                (Tables)                                                         
63: R34         Note 1 - Corporate Information (Details Textual)    HTML     21K 
40: R35         Note 4 - Summary of Significant Accounting          HTML     28K 
                Policies (Details Textual)                                       
18: R36         Note 4 - Summary of Significant Accounting          HTML     90K 
                Policies - Impacts of Adopting IFRS 16 (Details)                 
24: R37         Note 5 - Accounts and Grants Receivable - Schedule  HTML     26K 
                of Receivables (Details)                                         
65: R38         Note 6 - Property and Equipment - Schedule of       HTML     41K 
                Property and Equipment (Details)                                 
39: R39         Note 7 - Right-of-use Asset - Schedule of           HTML     45K 
                Right-of-use Asset (Details)                                     
57: R40         Note 8 - Contract Liability - Changes in Contract   HTML     31K 
                Liability (Details)                                              
50: R41         Note 9 - Share Capital (Details Textual)            HTML     24K 
16: R42         Note 10 - Share-based Payments (Details Textual)    HTML     78K 
35: R43         Note 10 - Share-based Payments - Options            HTML     52K 
                Outstanding (Details)                                            
56: R44         Note 12 - Government Grants (Details Textual)       HTML     31K 
49: R45         Note 13 - Financial Instruments (Details Textual)   HTML     42K 
15: R46         Note 13 - Financial Instruments - Denominated       HTML     38K 
                Monetary Assets and Liabilities (Details)                        
34: R47         Note 14 - Major Customer (Details Textual)          HTML     24K 
58: R48         Note 16 - Segmented Information (Details Textual)   HTML     21K 
48: R49         Note 16 - Segmented Information - Segment Earnings  HTML     83K 
                (Details)                                                        
36: R50         Note 16 - Segmented Information - Geographical      HTML     39K 
                Information (Details)                                            
59: R51         Note 17 - Supplemental Cash Flow Information -      HTML     23K 
                Schedule of Income Taxes and Interest Paid                       
                (Details)                                                        
23: R52         Note 18 - Related Party Balances and Transactions   HTML     31K 
                (Details Textual)                                                
47: XML         IDEA XML File -- Filing Summary                      XML    118K 
17: EXCEL       IDEA Workbook of Financial Reports                  XLSX     53K 
 5: EX-101.INS  XBRL Instance -- lmdc-20190930                       XML   1.27M 
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 6: EX-101.SCH  XBRL Schema -- lmdc-20190930                         XSD    147K 
62: ZIP         XBRL Zipped Folder -- 0001437749-19-023700-xbrl      Zip     96K 


‘EX-1’   —   Underwriting Agreement


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C:  <>  <> 

Exhibit 1

 

 

151 Bloor St West

Suite 703

Toronto, Ontario

Canada M5S 1S4

Tel: 416.927.7000

Fax: 416.927.1222

www.lingomedia.com

 

 

 

 

Lingo Media Corporation

 

Form 51 – 102 F1

 

Management Discussion & Analysis

 

Third Quarter Ended September 30, 2019

 

November 29, 2019

 

 

 

 

 

 

 

 

MANAGEMENT DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2019

 

 

Notice to Reader

 

The following Management Discussion & Analysis ("MD&A") of Lingo Media Corporation’s (the "Company" or "Lingo Media") financial condition and results of operations, prepared as of November 29, 2019, should be read in conjunction with the Company's Condensed Consolidated Interim Financial Statements and accompanying Notes for the period ended September 30, 2019 and 2018, which have been prepared in accordance with International Financial Reporting Standards are incorporated by reference herein and form an integral part of this MD&A.  All dollar amounts are in Canadian Dollars unless stated otherwise. These documents can be found on the SEDAR website www.sedar.com.

 

Our MD&A is intended to enable readers to gain an understanding of Lingo Media’s current results and financial position. To do so, we provide information and analysis comparing the results of operations and financial position for the current period to those of the preceding comparable three-month period. We also provide analysis and commentary that we believe is required to assess the Company's future prospects. Accordingly, certain sections of this report contain forward-looking statements that are based on current plans and expectations. These forward-looking statements are affected by risks and uncertainties that are discussed in this document and that could have a material impact on future prospects. Readers are cautioned that actual results could vary.

 

 

Cautions Regarding Forward-Looking Statements

 

This MD&A contains certain forward-looking statements, which reflect management’s expectations regarding the Company’s results of operations, performance, growth, and business prospects and opportunities.

 

Statements about the Company’s future plans and intentions, results, levels of activity, performance, goals or achievements or other future events constitute forward-looking statements. Wherever possible, words such as "may," "will," "should," "could," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.

 

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this MD&A are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this MD&A, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including: general economic and market segment conditions, competitor activity, product capability and acceptance, international risk and currency exchange rates and technology changes. More detailed assessment of the risks that could cause actual results to materially differ than current expectations is contained in the "Quantitative and Qualitative Disclosures of Market Risk" section of this MD&A.

 

 

 

Lingo Media Corporation     Management Discussion & Analysis

2

 

 

 

 

Summary Description of Lingo Media

 

Lingo Media (“Lingo Media,” the “Company,” “we” or” us”) is an EdTech company that is ‘Changing the way the world learns Languages’ through the combination of education with technology. The Company is focused on online and print-based technologies and solutions through its two subsidiaries: Lingo Learning Inc. (Lingo Learning”) and ELL Technologies Ltd. (“ELL Technologies”). Through its two distinct business units, Lingo Media develops, markets and supports a suite of English as well as additional language learning solutions consisting of web-based software licensing subscriptions, online and professional services, audio practice tools and multi-platform applications. The Company continues to operate its legacy textbook publishing business from which it collects recurring royalty revenues.

 

Lingo Media’s two distinct business units include ELL Technologies and Lingo Learning. ELL Technologies is a web-based educational technology (“EdTech”) English language learning training and assessment company that creates innovative software-as-a-service e-learning solutions. Lingo Learning is a print-based publisher of English language learning textbook programs in China. The Company has formed successful relationships with key government and industry organizations, establishing a strong presence in China’s education market. Lingo Media is extending its global reach, beyond its initial market expansion into Latin America and continues to expand its product offerings and technology applications.

 

The Company continues to invest in language learning and leverage its industry expertise to expand into more scalable education-technology. Recent product initiatives have allowed us to expand the breadth of our language learning product offerings and reinforced the belief that the web-based EdTech learning segment continues to present a significant opportunity for long-term value creation.

 

Lingo Media continues to focus on software and content development to address market needs within the government and academic training sectors.

 

Q3 2019 Operational Highlights

 

Online English Language Learning:

 

Integrated mobile App data results with LMS 

 

Completed chat functionality between teachers and students  

 

Enabled lesson and resource assignment via iPADs 

 

Added localization for French and Spanish  

 

Signed new distribution agreements in Ecuador snd Mexico.  

  Added a selling manager to bolster sales in LATAM 

 

Print-Based English Language Learning:

 

expanded existing market for PEP Primary English program into one additional province in China

 

Our strategy continues to transition more and more of our business to online subscriptions and digital downloads that enable learners to bring your own device (“BYOD”) and beyond paper-based textbook publishing. We have implemented functionality that allows for “Personalization” of learning by allowing teachers to upload material into our system and assign it to individual/group of students, as well as, assign individual lessons based on level, skill, and subject. We recognize that students learn at their own pace and have to complete certain components of the course, both the students who are struggling or the advanced ones are left behind. This new functionality gives teachers very powerful tools to help such students with additional material, thus personalizing the learning. We are continuously pursuing business relationships in various markets, as well as, working closely with our existing channel partners in building the business.

 

 

 

Lingo Media Corporation     Management Discussion & Analysis

3

 

 

 

 

Online English Language Learning

 

ELL Technologies offers more than 3,000 hours of interactive learning through a number of product offerings that include Winnie’s World, English Academy, Campus, English for Success, Master and Business in addition to offering custom solutions. ELL Technologies is primarily marketed in Latin America through a network of distributors and earns its revenues from online and offline licensing fees from its suite of web-based language learning products and applications.

 

 

ELL Technologies had an extensive existing product line which required substantial revisions in the technology platform and user interface. Over the past three years, our development team has engineered an eLearning platform and has been introducing new products to the market since the beginning of 2015, integrating cutting-edge technologies, solutions, content and pedagogy.

 

ELL Technologies’ high-tech, easy to implement eLearning Software-as-a-Service have positioned the Company to develop courses and content that delivers a solution to learners of different age groups (i.e. university, professionals etc.). The table below provides our portfolio of products and their associated target/market segment:

 

 

All products have been designed for our proprietary learning management system enabling ELL Technologies to market and sell to academic institutions and governments. Educators who license the platform are able to easily create, convert, edit, and arrange lessons and courses as they see fit.

 

Formative assessments and data gathering functionality allows us to adapt and improve content. Based on that data, we are able to program iterations to address specific problem areas and to make learning more accessible, efficient and measurable. Built for learners, by learners, we empower educators and allow them to easily transition from pure classroom paper-based teaching to the online world.

 

 

Lingo Media Corporation     Management Discussion & Analysis

4

 

 

 

 

Summary of Q3 2019 product development achievements:

Integrated mobile App data results with LMS 

Completed chat functionality between teachers and students  

Enabled lesson and resource assignment via iPADs 

Added localization for French and Spanish 

  

Print-Based English Language Learning

 

The Company continues to maintain its legacy textbook publishing business through Lingo Learning, a print-based publisher of English language learning programs in China since 2001. Lingo Learning has an established presence in China’s education market of over 300 million students. To date, it has co-published more than 615 million units from its library of program titles.

 

Overall Performance

 

During the three-month period ended September 30, 2019, Lingo Media recorded revenues of $117,545 as compared to $186,518 in 2018. Net loss was $342,182 as compared to a net loss of $156,550 in 2018. Total comprehensive loss was $320,519 as compared to $160,765 in 2018. At the same time, the Company’s selling general and administrative costs was $223,371 compared to $303,739 in 2018. Lingo Media recorded share-based payments of $24,356 as compared to $14,468 in 2018.

 

In addition, cash used in operations during the period was $111,894 as compared to $115,035 in 2018 same period.

 

Online English Language Learning

 

ELL Technologies earned revenue from its portfolio of products of $55,450 for the three months period ended September 30, 2019, compared to $134,647 in 2018. The decrease in revenue is a result of extended sales cycles in securing contracts and time shifting of the sales pipeline.

 

Print-Based English Language Learning

 

Lingo Media earned royalty revenue of $62,095 in the third quarter of 2019 compared to $51,872 in 2018 from People’s Education & Audio Visual Press (“PEP AV”). This revenue consists of royalties generated through licensing sales from provincial distributors as a result of Lingo Media and PEP AV’s local marketing and training initiatives.

 

Market Trends and Business Uncertainties 

 

Lingo Media believes that the global market trends in English language learning are strong and will continue to grow. Developing countries around the world, specifically in Latin America and Asia are expanding their mandates for the teaching of English amongst students, young professionals and adults.

 

The British Council suggests that there are 1.6 Billion people learning English globally. English language learning products and services are currently a US$8.9 Billion global market notes Orbit Research.

 

GlobalEnglish forecasts the global eLearning market to grow to 17% year over year. Markets and Markets forecasts the global EdTech market to grow from US$43.27 Billion in 2015 to US$93.76 Billion to 2020, or at a CAGR or 16.72%.

 

 

 

Lingo Media Corporation     Management Discussion & Analysis

5

 

 

 

 

Latin American Region

 

The Inter-American Dialogue recently noted that while English language training programs exist in various forms throughout Latin American region, there are three key factors that these programs must address to be successful: ensuring continuity, developing a strong monitoring and evaluation framework that informs adaptation, and addressing the lack of sufficient quality teachers. Students attending English language training (“ELT”) classes in Latin America accounted for approximately 14 per cent of worldwide revenues, or US$321 million in 2018. Growth has been very rapid in the Latin American region and represents a particularly strong opportunity moving forward relative to other geographic regions.

 

Asia-Pacific Region

 

Technavio forecasts the English language training (ELT) market in China to be worth $75 Billion by 2022, growing at a CAGR of 22%. The growth of the ELT market in China is driven by more people desiring to learn English, the adaptation of smartphones, increasing levels of disposable income, and the inherent advantages of online education. Technavio also notes that 49% of the growth in the global digital English language learning market will come from the Asia-Pacific region.

 

Lingo Media is positioned to take advantage of the market opportunity for English language training in Latin America and Asia, with its scalable digital language learning technology and solutions. Although the market outlook remains positive, there can be no assurance that this trend will continue or that the Company will benefit from this trend.

 

General Financial Condition

 

As at September 30, 2019 Lingo Media had working capital of $351,112 compared to $417,275 as at September 30, 2018. Total comprehensive loss for the three-month period ended September 30, 2019 was $320,519 compared to $160,765 for the period ended September 30, 2018.

 

Financial Highlights – for the Third Quarter Ended September 30, 2019

 

   

2019

   

2018

   

2017

 
Revenue                        

Print-Based English Language Learning

  $ 62,095     $ 51,872     $ 11,385  
Online English Language Learning     55,450       134,647       343,529  
      117,545       186,518       354,914  

Net Loss for the Period

    (342,182 )     (156,550 )     (474,813 )

Total Comprehensive Loss

    (320,519 )     (160,765 )     (475,632 )

Loss per Share

  $ (0.01 )   $ (0.00 )   $ (0.01 )

Total Assets

    1,474,058       1,384,881       6,674,072  

Working Capital

    351,112       382,285       1,760,701  

Cash Provided (Used in) Operations

  $ (111,894 )   $ (115,035 )   $ 200,788  

 

The Company had cash on hand as at September 30, 2019 of $30,367 (2018 - $118,689) and continues to rely on its revenues from its recurring royalty stream, its online English language learning services, and future debt and/or equity financings to fund its operations.

 

Results of Operations

 

During the quarter, Lingo Media earned $55,450 in online licensing sales revenue as compared to $134,647 in 2018. The decrease in revenue is a result of extended sales cycles in securing contracts and time shifting of the sales pipeline.

 

 

 

Lingo Media Corporation     Management Discussion & Analysis

6

 

 

 

 

Revenues from Print-Based English language learning for the quarter were $62,094 compared to $51,872 in 2018. Direct costs associated with publishing revenue are relatively modest and has been consistent throughout the years. The Company continues to maintain its relationship with PEP and is investing in the development of its existing and new programs and marketing activities to maintain and increase its royalty revenues.

 

Selling, General and Administrative

 

Selling, general and administrative expenses for the quarter were $223,371 compared to $303,739 in 2018. Selling, general and administrative expenses for the three segments are segregated below.

 

(i)

Print-Based English Language Learning

 

Selling, general and administrative cost for print-based publishing increased from $15,632 in 2018 to $37,337 in 2019 primarily due to the increase in consulting fees and salaries. The following is a breakdown of selling, general and administrative costs directly related to print-based English language learning:

 

For the Quarter Ended September 30, 2019

 

2019

   

2018

 

Sales, marketing & administration

  $ 4,292     $ 14,432  

General & admin expense recovery

    (20,003 )     (26,455 )

Consulting fees and salaries

    94,564       54,897  

Travel

    8,955       13,926  

Premises (a)

    3,628       19,414  

Professional fees

    2,283       3,173  

Less: Grants

    (56,382 )     (63,755 )
    $ 37,337     $ 15,632  

 

 

(a)

Rent expense is now recorded as depreciation expense of the right-of-use assets.

 

(ii)

Online English Language Learning

 

Selling, general and administrative costs related to online English language learning was $38,748 for the quarter compared to $111,051 in 2018. Selling, general and administrative costs, consulting fees and salaries for this business unit decreased in 2019 as compared to 2018.

 

For the Quarter Ended September 30, 2019

 

2019

   

2018

 

Sales, marketing & administration

  $ 34,531     $ 44,2398  

General & admin expense recovery

    (2,168 )     -  

Consulting fees and salaries

    -       38,301  

Travel

    1,7601,272       5,700  

Premises (a)

    -       12,000  

Professional Fees

    4,625       10,811  
    $ 38,748     $ 111,051  

 

 

(a)

Rent expense is now recorded as depreciation expense of the right-of-use assets.

 

 

 

Lingo Media Corporation     Management Discussion & Analysis

7

 

 

 

 

(iii)

Head Office

 

Selling, general and administrative costs related to head office was $143,532 for the quarter compared to $177,056 in 2018. Selling, general and administrative costs for this reporting unit decreased in 2019 as compared to 2018, which is the result of decrease on expenditures related to sales, marking and administration expenses, consulting fees, and professional fees.

 

For the Quarter Ended September 30, 2019

 

2019

   

2018

 
General & Administration   $ 21,991     $ 27,130  

Consulting fees & salaries

    79,500       105,400  

Shareholder services

    17,321       16,168  

Professional fees

    24,720       28,358  
    $ 143,532     $ 177,056  
Total Selling, General and Administrative Expenses   $ 219,617     $ 303,739  

 

Net Loss

 

Total comprehensive loss for the Company was $320,519 for the quarter ended September 30, 2019 as compared to a comprehensive loss of $160,765 in 2018. These incomes can be attributed to the two operating segments and head office as a reporting segment as shown below:

 

   

Quarter Ended September 30

 

Online ELL

 

2019

   

2018

 

Revenue

  $ 55,450     $ 134,647  

Expenses:

               

Direct costs

    23,701       47,838  

General & administrative

    38,748       111,051  

Bad debt (recovery)

    -       (150,340 )

Amortization

    401       404  

Development cost

    45,627       69,864  

Income taxes and other taxes

    -       2,554  
      108,477     $ 81,371  

Segmented Profit / (Loss) - Online ELL

  $ (53,027 )   $ 53,275  

Print-Based ELL

               

Revenue

  $ 62,095     $ 51,872  

Expenses:

               

Direct costs

    21,908       26,141  

General & administrative

    37,337       15,632  

Amortization

    46,650       911  

Income taxes and other taxes

    45,498       8,184  
    $ 151,393     $ 50,868  

Segmented Profit / (Loss) – Print-Based ELL

  $ (89,298 )   $ 1,004  
                 
Head Office                

Expenses:

               

General & administrative

  $ 143,532     $ 177,056  

Amortization

    183       229  
    $ 143,715     $ 177,285  
                 
Total Segmented Loss   $ 286,040     $ 123,006  
                 
                 
                 

Other

               

Foreign exchange

  $ (21,415 )   $ (14,968 )

Interest and other financial expenses

    (10,371 )     (4,108 )

Share based payment

    (24,356 )     (14,468 )

Other comprehensive income (loss)

    21,663       (4,215 )
      (34,479 )     (37,759 )

Total Comprehensive Income/(Loss)

  $ (320,519 )   $ (160,765 )

 

 

 

Lingo Media Corporation     Management Discussion & Analysis

8

 

 

 

 

Foreign Exchange

 

The Company recorded foreign exchange loss of $21,415 as compared to $14,968 in 2018, relating to the Company's currency risk through its activities denominated in foreign currencies as the Company is exposed to foreign exchange risk as a significant portion of its revenue and expenses are denominated in Chinese Renminbi and US Dollars.

 

Share-Based Payments

 

The Company amortizes share-based payments with a corresponding increase to the contributed surplus account. During the period, the Company recorded an expense of $24,356 compared to $14,468 during 2018.

 

Net Loss for the Period

 

The Company reported a net loss of $342,182 for the period as compared to a net loss of $156,550 in 2018.

 

Total Comprehensive Loss

 

The total comprehensive loss is calculated after the application of exchange differences on translating foreign operations gain/(loss). The Company reported a total comprehensive loss of $320,519 for the period ended September 30, 2019, as compared to a comprehensive loss of $160,765 in 2018.

 

Summary of Quarterly Results

 

   

Q4-18

   

Q1-19

   

Q2-19

   

Q3-19

 

Revenue

  $ 713,170       111,964       895,205     $ 117,545  

Income / (Loss) Before Taxes and Other Comprehensive Income

    167,707       (306,962 )     520,553       (300,438 )

Total Comprehensive Income / (Loss)

    155,060       (328,899 )     418,142       (320,519 )

Income / (Loss) per Basic and Diluted Share

  $ 0.00     $ (0.00 )   $ 0.01     $ (0.01 )

 

   

Q4-17

   

Q1-18

   

Q2-18

   

Q3-18

 

Revenue

  $ 754,962     $ 80,335     $ 960,159     $ 186,518  

Income / (Loss) Before Taxes and Other Comprehensive Income

    (5,663,320 )     (536,836 )     613,867       (145,812 )

Total Comprehensive Income (Loss)

    (5,833,279 )     (544,311 )     478,062       (160,765 )

Income / (Loss) per Basic and Diluted Share

  $ (0.18 )   $ (0.02 )   $ 0.00     $ (0.00 )

 

 

 

Lingo Media Corporation     Management Discussion & Analysis

9

 

 

 

 

Liquidity and Capital Resources

 

As at September 30, 2019, the Company had cash of $30,367 compared to $118,689 in 2018. Accounts and grants receivable of $1,001,936 were outstanding at the end of the period compared to $1,117,294 in 2018. With 94% of the receivables from PEP and the balance due from ELL customers with a 90 - 180 days collection cycle, the Company does not anticipate an effect on its liquidity. Total current assets amounted to $1,126,912 (2018 - $1,352,887) with current liabilities of $775,800 (2018 - $970,602) resulting in working capital of $351,112 (2018 - $382,285).  

 

Lingo Learning receives government grants based on certain eligibility criteria for publishing industry development in Canada and for international marketing support. These government grants are recorded as a reduction of general and administrative expenses to offset direct expenditure funded by the grant. The Company receives these grants throughout the year. The grant is applied based on Lingo Learning meeting certain eligibility requirements. The Company has relied on obtaining these grants for its operations and has been successful at securing them in the past, but it cannot be assured of obtaining these grants in the future.

 

Lingo Media has access to working capital through equity financings or debt financings, if required to finance its growth plans and expansion into new international markets. The Company has been successful in raising sufficient working capital in the past.

 

Off-Balance Sheet Arrangements

 

The Company has not entered into any off-balance sheet finance arrangements.

 

Contractual Obligations

 

Future minimum lease payments under operating leases for premises and equipment are as follows:

 

2019

    67,708  

2020

    222,541  

2021

    49,280  

 

Transactions with Related Parties

 

The Company’s key management includes Gali Bar-Ziv, CEO, Khurram Qureshi, CFO, and Michael Kraft, Chairman, in addition to Board Directors and the Secretary of the Board.

 

The Company had the following transactions with related parties, made in the normal course of operations, and accounted for at an amount of consideration established and agreed to by the Company and related parties.

 

The Company charged $21,509 (2018 - $44,049) to corporations with directors or officer in common for rent, administration, office charges and telecommunications during the quarter.

 

Key management compensation for the quarter was $79,500 (2018 – $85,197) and is reflected as consulting fees paid to corporations owned by a director and officers of the Company, of which the management compensation is included in accrued liabilities.

 

 

Lingo Media Corporation     Management Discussion & Analysis

10

 

 

 

 

Additional Disclosure 

 

Right-of-use Asset

 

   

Office Lease

   

Leasehold

Improvements

   

Total

 

Cost, January 1, 2018

  $ -     $ -     $ -  

Additions

    -       -       -  

Cost, September 30, 2018

  $ -     $ -     $ -  

Additions

    -       33,180       33,180  

Cost, December 31, 2018

  $ -     $ 33,180     $ 33,180  

Additions

    436,455       -       436,455  

Cost, September 30, 2019

  $ 436,455     $ 33,180     $ 469,635  
                         

Accumulated depreciation, January 1, 2018

  $ -     $ -     $ -  

Charge for the period

    -       -       -  

Accumulated depreciation, September 30, 2018

  $ -     $ -     $ -  

Charge for the period

    -       11,613       11,613  

Accumulated depreciation, December 31, 2018

  $ -     $ 11,613     $ 11,613  

Charge for the period

    128,858       8,710       137,568  

Accumulated depreciation, September 30, 2019

  $ 128,858     $ 20,323     $ 149,181  

Net book value, September 30, 2019

  $ 307,597     $ 12,857     $ 320,454  

 

 

Property and Equipment

 

Cost, January 1, 2018

  $ 89,787  

Additions

    6,039  

Effect of foreign exchange

    326  

Cost, September 30, 2018

  $ 96,152  

Additions

    1,800  

Effect of foreign exchange

    (77 )

Cost, December 31, 2018

  $ 97,875  

Additions

    450  

Write off

    (12,126 )

Effect of foreign exchange

    (1,109 )

Cost, September 30, 2019

  $ 85,090  
         

Accumulated depreciation, January 1, 2018

  $ 59,098  

Charge for the period

    4,761  

Effect of foreign exchange

    299  

Accumulated depreciation, September 30, 2018

  $ 64,158  
         

Charge for the period

    1,995  

Effect of foreign exchange

    125  

Accumulated depreciation, December 31, 2018

  $ 66,278  
         

Charge for the period

    4,602  

Write off

    (12,126 )

Effect of foreign exchange

    (356 )

Accumulated depreciation, September 30, 2019

  $ 58,398  
         

Net book value, January 1, 2018

  $ 30,689  

Net book value, September 30, 2018

  $ 31,994  

Net book value, December 31, 2018

  $ 31,597  

Net book value, September 30, 2019

  $ 26,692  

 

 

 

Lingo Media Corporation     Management Discussion & Analysis

11

 

 

 

 

Risk Factors

 

Business Risk and Uncertainties

 

We are subject to a number of risks and uncertainties that can significantly affect our business, financial condition and future financial performance, as described below. In particular, there remain significant uncertainties in capital markets impacting the availability of equity financing. While these uncertainties in capital markets do not have a direct impact on our ability to carry out our business, the Company may be impacted should it become more difficult to gain access to capital when and if needed. These risks and uncertainties are not necessarily the only risks the Company faces. Additional risks and uncertainties that are presently unknown to the Company may adversely affect our business.

 

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’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s monetary assets and liabilities denominated in currencies other than the Canadian Dollar and the Company’s net investments in foreign subsidiaries.

 

The Company operates internationally and is exposed to foreign exchange risk as certain expenditures are denominated in non-Canadian Dollar currencies.

 

The Company has been exposed to this fluctuation and has not implemented a program against these foreign exchange fluctuations.

 

The Company operates internationally and is exposed to foreign exchange risk as certain expenditures are denominated in non-Canadian Dollar currencies.

 

The Company has been exposed to this fluctuation and has not implemented a program against these foreign exchange fluctuations.

 

A 10% strengthening of the US Dollar against the Canadian Dollar would have increased the net equity approximately by $2,437 (2018 - $35,457) due to reduction in the value of net liability balance. A 10% of weakening of the US Dollar against the Canadian Dollar at September 30, 2019 would have had the equal but opposite effect. The significant financial instruments of the Company, their carrying values and the exposure to other denominated monetary assets and liabilities, as of September 30, 2019 are as follows:

 

   

US

Denominated

 
         

Cash

    711  

Accounts receivable

    624,416  

Accounts payable

    25,708  

 

 

 

Lingo Media Corporation     Management Discussion & Analysis

12

 

 

 

 

Liquidity Risk

 

The Company manages its liquidity risk by preparing and monitoring forecasts of cash expenditures to ensure that it will have sufficient liquidity to meet liabilities when due. The Company’s accounts payable and accrued liabilities generally have maturities of less than 90 days. At September 30, 2019, the Company had cash of $30,367, accounts and grants receivable of $1,001,936 and prepaid and other receivables of $94,609 to settle current liabilities of $775,800.

 

Credit Risk

 

Credit risk refers to the risk that one party to a financial instrument will cause a financial loss for the counterparty by failing to discharge an obligation. The Company is primarily exposed to credit risk through accounts receivable. The maximum credit risk exposure is limited to the reported amounts of these financial assets. Credit risk is managed by ongoing review of the amount and aging of accounts receivable balances. As at September 30, 2019, the Company has outstanding receivables of $835,554 (2018 - $941,287). New impairment requirements use an 'expected credit loss' ('ECL') model to recognize an allowance. Impairment is measured using a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. For receivables, a simplified approach to measuring expected credit losses using a lifetime expected loss allowance is available. The Company deposits its cash with high credit quality financial institutions, with the majority deposited within Canadian Tier 1 Banks.

 

Retention or Maintenance of Key Personnel

 

Although Lingo Media’s management has made efforts to align the interests of key employees with the Company by, among other things, granting equity interests to its operations personnel with vesting schedules tied to continued employment, there is no assurance that Lingo Media can attract or retain key personnel in a timely manner as the need arises. Failure to have adequate personnel may materially compromise the ability of the Company to operate its business.

 

Disclosure of Outstanding Share Data

 

As of November 29, 2019, the followings are outstanding:

 

Common Shares – 35,529,192

Warrants – Nil         

Stock Options – 6,762,000   

 

Approval

 

The Directors of Lingo Media have approved the disclosure contained in this MD&A.

 

Additional Information

 

Additional information relating to the Company can be found on SEDAR at www.sedar.com.

 

 

 

Lingo Media Corporation     Management Discussion & Analysis

13

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘6-K’ Filing    Date    Other Filings
Filed on:11/29/19
For Period end:9/30/19
12/31/1820-F,  NT 20-F
9/30/186-K
1/1/18
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