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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/22 Points.com Inc. 40-F/A 12/31/21 111:9.3M Newsfile Corp./FA |
Document/Exhibit Description Pages Size
1: 40-F/A Amendment to Annual Report by a Canadian Issuer -- HTML 58K
form40fa
2: EX-99.2 Miscellaneous Exhibit -- exhibit99-2 HTML 985K
3: EX-99.4 Miscellaneous Exhibit -- exhibit99-4 HTML 36K
4: EX-99.5 Miscellaneous Exhibit -- exhibit99-5 HTML 30K
5: EX-99.6 Miscellaneous Exhibit -- exhibit99-6 HTML 30K
11: R1 Document and Entity Information HTML 94K
12: R2 Consolidated Statements of Financial Position HTML 120K
13: R3 Consolidated Statements of Comprehensive (Loss) HTML 108K
Income
14: R4 Consolidated Statements of Changes in Shareholders HTML 75K
Equity
15: R5 Consolidated Statements of Cash Flows HTML 104K
16: R6 Reporting Entity HTML 35K
17: R7 Basis of Preparation HTML 43K
18: R8 Significant Accounting Policies HTML 104K
19: R9 Covid-19 HTML 35K
20: R10 Operating Segments HTML 52K
21: R11 Employment Costs HTML 40K
22: R12 Accounts Receivable HTML 40K
23: R13 Prepaid Expenses and Other Assets HTML 42K
24: R14 Property and Equipment HTML 76K
25: R15 Right of Use Assets HTML 61K
26: R16 Intangible Assets HTML 81K
27: R17 Goodwill HTML 48K
28: R18 Income Taxes HTML 82K
29: R19 Lease Liabilities HTML 52K
30: R20 Other Liabilities HTML 48K
31: R21 Capital and Other Components of Equity HTML 37K
32: R22 Loss Per Share HTML 45K
33: R23 Long Term Debt HTML 38K
34: R24 Share-Based Compensation HTML 95K
35: R25 Financial Instruments HTML 162K
36: R26 Guarantees and Commitments HTML 44K
37: R27 Supplemental Cash Flow Information HTML 45K
38: R28 Related Parties HTML 39K
39: R29 Reclassification of Expenses HTML 49K
40: R30 Significant Accounting Policies (Policies) HTML 143K
41: R31 Significant Accounting Policies (Tables) HTML 37K
42: R32 Operating Segments (Tables) HTML 51K
43: R33 Employment Costs (Tables) HTML 38K
44: R34 Accounts Receivable (Tables) HTML 39K
45: R35 Prepaid Expenses and Other Assets (Tables) HTML 42K
46: R36 Property and Equipment (Tables) HTML 75K
47: R37 Right of Use Assets (Tables) HTML 60K
48: R38 Intangible Assets (Tables) HTML 79K
49: R39 Goodwill (Tables) HTML 44K
50: R40 Income Taxes (Tables) HTML 84K
51: R41 Lease Liabilities (Tables) HTML 53K
52: R42 Other Liabilities (Tables) HTML 50K
53: R43 Loss Per Share (Tables) HTML 43K
54: R44 Share-Based Compensation (Tables) HTML 95K
55: R45 Financial Instruments (Tables) HTML 153K
56: R46 Guarantees and Commitments (Tables) HTML 44K
57: R47 Supplemental Cash Flow Information (Tables) HTML 44K
58: R48 Related Parties (Tables) HTML 38K
59: R49 Reclassification of Expenses (Table) HTML 48K
60: R50 Significant Accounting Policies (Narrative) HTML 32K
(Details)
61: R51 Significant Accounting Policies - Disclosure of HTML 44K
detailed information about estimated useful life
or depreciation rate (Details)
62: R52 SIGNIFICANT ACCOUNTING POLICIES - Disclosure of HTML 43K
detailed information about finite useful lives of
intangible assets (Details)
63: R53 Operating Segments (Narrative) (Details) HTML 39K
64: R54 Operating Segments - Disclosure of detailed HTML 45K
information about revenues, geographic information
(Details)
65: R55 OPERATING SEGMENTS - Disclosure of detailed HTML 44K
information about contracted revenues allocated to
the remaining performance obligations (Details)
66: R56 Employment Costs (Narrative) (Details) HTML 44K
67: R57 Employment Costs - Disclosure of detailed HTML 40K
information about employment cost share-based
compensation expenses (Details)
68: R58 ACCOUNTS RECEIVABLE - Disclosure of detailed HTML 41K
information about trade and other receivables
(Details)
69: R59 PREPAID EXPENSES AND OTHER ASSETS - Disclosure of HTML 44K
prepayments and other assets (Details)
70: R60 PROPERTY AND EQUIPMENT - Disclosure of detailed HTML 69K
information about property, plant and equipment
(Details)
71: R61 RIGHT OF USE ASSETS - Disclosure of quantitative HTML 57K
information about right-of-use assets (Details)
72: R62 Intangible Assets (Narrative) (Details) HTML 32K
73: R63 Intangible Assets - Disclosure of detailed HTML 76K
information about intangible assets (Details)
74: R64 Goodwill (Narrative) (Details) HTML 48K
75: R65 Goodwill - Disclosure of detailed information HTML 38K
about goodwill (Details)
76: R66 GOODWILL - Disclosure of detailed information HTML 51K
about recoverable amounts for cash-generating
units with indefinite life intangible assets and
goodwill (Details)
77: R67 Income Taxes (Narrative) (Details) HTML 40K
78: R68 Income Taxes - Disclosure of detailed information HTML 49K
about tax expense (Details)
79: R69 INCOME TAXES - Disclosure of detailed information HTML 44K
about effective tax expense (Recovery) (Details)
80: R70 INCOME TAXES - Disclosure of deferred taxes HTML 61K
(Details)
81: R71 INCOME TAXES - Disclosure of detailed information HTML 35K
about unrecognized deferred tax assets (Details)
82: R72 Lease Liabilities (Narrative) (Details) HTML 33K
83: R73 Lease Liabilities - Disclosure of detail HTML 43K
information about reconciliation movements of
lease liabilities (Details)
84: R74 LEASE LIABILITIES - Disclosure of maturity HTML 46K
analysis of lease payments (Details)
85: R75 OTHER LIABILITIES - Disclosure of detailed HTML 45K
information about other liabilities (Details)
86: R76 OTHER LIABILITIES - Disclosure of detailed HTML 37K
information about changes in deferred revenue
balances (Details)
87: R77 Capital and Other Components of Equity (Narrative) HTML 66K
(Details)
88: R78 Loss Per Share (Narrative) (Details) HTML 32K
89: R79 Loss Per Share - Disclosure of earnings per share HTML 49K
(Details)
90: R80 Long Term Debt (Narrative) (Details) HTML 60K
91: R81 Share-Based Compensation (Narrative) (Details) HTML 75K
92: R82 Share-Based Compensation - Disclosure of detailed HTML 42K
information about stock options available for
grant (Details)
93: R83 SHARE-BASED COMPENSATION - Disclosure of number HTML 51K
and weighted average exercise prices of share
options (Details)
94: R84 SHARE-BASED COMPENSATION - Disclosure of range of HTML 57K
exercise prices of outstanding share options
(Details)
95: R85 SHARE-BASED COMPENSATION - Disclosure of HTML 47K
restricted share units and performance share units
(Details)
96: R86 Financial Instruments (Narrative) (Details) HTML 41K
97: R87 Financial Instruments - Disclosure of detailed HTML 53K
information about aging of accounts receivable
(Details)
98: R88 FINANCIAL INSTRUMENTS - Disclosure of detailed HTML 36K
information about allowance for doubtful accounts
for trade accounts receivable (Details)
99: R89 FINANCIAL INSTRUMENTS - Disclosure of detailed HTML 57K
information about contractual cash flow maturities
(Details)
100: R90 FINANCIAL INSTRUMENTS - Disclosure of detailed HTML 100K
information about foreign currency risk (Details)
101: R91 FINANCIAL INSTRUMENTS - Disclosure of fair value HTML 43K
measurement (Details)
102: R92 GUARANTEES AND COMMITMENTS - Disclosure of HTML 47K
commitments and contingent liabilities (Details)
103: R93 SUPPLEMENTAL CASH FLOW INFORMATION - Disclosure of HTML 52K
detailed information about non-cash balances
related to operations (Details)
104: R94 RELATED PARTIES - Disclosure of information about HTML 37K
key management personnel (Details)
105: R95 RECLASSIFICATION OF EXPENSES - Disclosure of HTML 53K
reclassifications of expenses (Details)
106: R96 RECLASSIFICATION OF EXPENSES - Disclosure of HTML 50K
reclassifications of current presentation expenses
(Details)
109: XML IDEA XML File -- Filing Summary XML 213K
107: XML XBRL Instance -- form40fa_htm XML 2.55M
108: EXCEL IDEA Workbook of Financial Reports XLSX 143K
7: EX-101.CAL XBRL Calculations -- pcom-20211231_cal XML 169K
8: EX-101.DEF XBRL Definitions -- pcom-20211231_def XML 624K
9: EX-101.LAB XBRL Labels -- pcom-20211231_lab XML 2.54M
10: EX-101.PRE XBRL Presentations -- pcom-20211231_pre XML 1.10M
6: EX-101.SCH XBRL Schema -- pcom-20211231 XSD 340K
110: JSON XBRL Instance as JSON Data -- MetaLinks 419± 581K
111: ZIP XBRL Zipped Folder -- 0001062993-22-007722-xbrl Zip 247K
| Points.com Inc.: Form 40-F/A - Filed by newsfilecorp.com |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 40-F/A
(Amendment No. 1)
i ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
i ☑ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the Fiscal Year Ended i i December 31, i 2021 / | Commission File Number i 001-35078 |
i POINTS.COM INC.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's Name into English)
i Canada
(Province or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
Not Applicable
(I.R.S. Employer Identification Number)
i 111 Richmond Street West, i Suite 700
i Toronto, Ontario,
Canada i M5H 2G4
Tel. ( i 416) i 595-0000
(Address and telephone number of Registrant's principal executive offices)
i CT Corporation System
i 28 Liberty Street
i New
York, i NY i 10015
Tel. ( i 212)
i 894-8940
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
i Common Shares, no par value |
i PCOM |
i NASDAQ Capital Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities registered or to be registered pursuant to Section 15(d) of the Act:
None
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
i ☑ Annual information form i ☑ Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: i 14,942,792 Common Shares as of December 31, 2021.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
i Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
i Yes ☑ No ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company i ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
- 2 -
EXPLANATORY NOTE
Points.com Inc. (the “Registrant”) is filing this Amendment No. 1 to its Annual Report on Form 40-F for the fiscal year ended December 31, 2021, which was filed with the Securities and Exchange Commission (the “Commission”) on March 10, 2022 (the “Original Annual Report”), solely for the purpose of correcting an inadvertent typographical error in the Audited Consolidated Financial Statements of the Registrant for the fiscal year ended December 31, 2021 filed as Exhibit 99.2 to the Original Annual Report (the “Original Financial Statements”).
The error in the Original Financial Statements being corrected by this Amendment No. 1 is changing the number of Restricted Share Units (“RSUs”) of the Registrant outstanding as at December 31, 2021, which was referenced in the Original Financial Statements, from 526,191 RSUs to 486,947 RSUs. For this purpose, corrected Audited Consolidated Financial Statements of the Registrant for the fiscal year ended December 31, 2021 are being filed as Exhibit 99.2 to this Amendment No. 1.
Other than the correction of the error in the Original Financial Statements described above, no other changes have been made to the Original Annual Report and this Amendment No. 1 does not, and does not purport to, update, amend, restate or modify the information, statements or disclosures in the Original Annual Report, or otherwise update the Original Annual Report for any events that have occurred after the Original Annual Report was filed with the Commission. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Annual Report.
UNDERTAKING
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
i KPMG LLP, i Toronto, ON, Canada, Auditor Firm ID: i 85, served as the Registrant's independent public accountant for the fiscal years ended December 31, 2020 and 2021. The aggregate audit fees, audit-related fees, tax fees and all other fees (as such terms are defined in paragraph 10 of General Instruction B to Form 40-F) billed by the Registrant's external auditor in each of the last two fiscal years is disclosed in the Registrant's 2021 Annual Information Form under the heading "Audit Committee - External Auditor Service Fees (By Category)" and is filed herewith as Exhibit 99.1 and incorporated herein by reference.
- 3 -
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report on Form 40-F to be signed on its behalf by the undersigned, thereto duly authorized.
| POINTS.COM INC. | ||
| By: | /s/ Robert MacLean | |
| Name: Robert MacLean | ||
| Title: Chief Executive Officer | ||
| Date: March 15, 2022 | ||
- 4 -
EXHIBITS
The following exhibits are filed as part of this Annual Report on Form 40-F:
| This ‘40-F/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/15/22 | |||
| 3/10/22 | 40-F | |||
| For Period end: | 12/31/21 | 40-F | ||
| 12/31/20 | 40-F | |||
| 4/5/12 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/10/22 Points.com Inc. 40-F 12/31/21 113:10M Newsfile Corp./FA |