Artificial Intelligence Technology Solutions Inc 10-Q for FY2024 Q1
Artificial Intelligence Technology Solutions Inc. (AITX)
About this 10-Q
Artificial Intelligence Technology Solutions Inc filed this 10-Q on July 17, 2023, covering the quarter ended May 31, 2023 (FY2024 Q1).
Headline figures
Quarter ended May 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $385.21K
- unchanged from $385.16K a year earlier
- Net loss
- $4.56M
- compared with a net loss of $4.67M a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
FOR THE QUARTERLY PERIOD ENDED
OR
FOR THE TRANSITION PERIOD FROM _______________ TO _______________
COMMISSION FILE NUMBER:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification Number) | |
| (Address of principal executive offices) | (Zip code) |
(
(Registrant’s telephone number, including area code)
not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [_] | Accelerated filer | [_] | |
| [X] | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, 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. [_]
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: shares of common stock were issued and outstanding as of July 14, 2023.
Table of Contents
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| * | |||||||
| May 31, 2023 | February 28, 2023* | ||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash | $ | $ | |||||
| Accounts receivable, net | |||||||
| Device parts inventory, net | |||||||
| Prepaid expenses and deposits | |||||||
| Total current assets | |||||||
| Operating lease asset | |||||||
| Revenue earning devices, net of accumulated depreciation of $ |
|||||||
| Fixed assets, net of accumulated depreciation of $ |
|||||||
| Trademarks | |||||||
| Investment at cost | |||||||
| Security deposit | |||||||
| Total assets | $ | $ | |||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||||
| Current liabilities: | |||||||
| Accounts payable and accrued expenses | $ | $ | |||||
| Advances payable- related party | |||||||
| Customer deposits | |||||||
| Current operating lease liability | |||||||
| Current portion of deferred variable payment obligation | |||||||
| Loan payable - related party | |||||||
| Incentive compensation plan payable | |||||||
| Current portion of loans payable, net of discount of $ |
|||||||
| Vehicle loan - current portion | |||||||
| Current portion of accrued interest payable | |||||||
| Total current liabilities | |||||||
| Non-current operating lease liability | |||||||
| Loans payable, net of discount of $ |
|||||||
| Deferred variable payment obligation | |||||||
| Accrued interest payable | |||||||
| Total liabilities | |||||||
| Commitments and Contingencies | |||||||
| Stockholders' deficit: | |||||||
| Preferred Stock, undesignated; shares authorized; shares issued and outstanding at May 31, 2023 and February 28, 2023, respectively | |||||||
| Series G Convertible Preferred Stock. $ par value; shares authorized, shares issued and outstanding at May 31, 2023 and February 28, 2023, respectively | |||||||
| Series E Preferred Stock, $ par value; shares authorized; and shares issued and outstanding, respectively | |||||||
| Series F Convertible Preferred Stock, $ par value; shares authorized; and shares issued and outstanding, respectively | |||||||
| Common Stock, $ par value; shares authorized and shares issued, issuable and outstanding, respectively | |||||||
| Additional paid-in capital | |||||||
| Preferred stock to be issued | |||||||
| Accumulated deficit | ( |
) | ( |
) | |||
| Total stockholders' deficit | ( |
) | ( |
) | |||
| Total liabilities and stockholders' deficit | $ | $ | |||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended May 31, 2023 |
Three Months Ended May 31, 2022 |
||||||
| Revenues | $ | $ | |||||
| Cost of Goods Sold | |||||||
| Gross Profit | |||||||
| Operating expenses: | |||||||
| Research and development (including related party charges of $ |
|||||||
| General and administrative | |||||||
| Depreciation and amortization | |||||||
| Operating lease cost and rent | |||||||
| Total operating expenses | |||||||
| Loss from operations | ( |
) | ( |
) | |||
| Other income (expense), net: | |||||||
| Interest expense | ( |
) | ( |
) | |||
| Total other income (expense), net | ( |
) | ( |
) | |||
| Net income (loss) | $ | ( |
) | $ | ( |
) | |
| Net income (loss) per share - basic | $ | ( |
) | $ | ( |
) | |
| Net income (loss) per share - diluted | $ | ( |
) | $ | ( |
) | |
| Weighted average common share outstanding - basic | |||||||
| Weighted average common share outstanding - diluted | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER’S DEFICIT
(Unaudited)
| Series E | Series F | Additional | Total | ||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Paid-In | Accumulated | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | |||||||||||||||||
| Balance at February 28, 2022 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
| Issuance of shares, net of $ |
— | — | |||||||||||||||||||||||
| Relative fair value of Series F warrants issued with loans payable | |||||||||||||||||||||||||
| Rounding | — | — | — | ( |
) | ( |
) | ||||||||||||||||||
| Stock based compensation | |||||||||||||||||||||||||
| Net income | — | — | — | ( |
) | ( |
) | ||||||||||||||||||
| Balance at May 31, 2022 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
| Balance at February 28, 2023 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
| Issuance of shares, net of $ |
— | — | |||||||||||||||||||||||
| Relative fair value of Series F warrants issued with loans payable | — | — | — | ||||||||||||||||||||||
| Rounding | |||||||||||||||||||||||||
| Stock based compensation | — | — | — | ||||||||||||||||||||||
| Net income | — | — | — | ( |
) | ( |
) | ||||||||||||||||||
| Balance at May 31, 2023 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Three Months Ended May 31, 2023 |
Three Months Ended May 31, 2022 |
||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
| Net income (loss) | $ | ( |
) | $ | ( |
) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
| Depreciation and amortization | |||||||
| Bad debts expense | |||||||
| Inventory provision | |||||||
| Reduction of right of use asset | |||||||
| Accretion of lease liability | |||||||
| Stock based compensation | |||||||
| Amortization of debt discounts | |||||||
| Increase in related party accrued payroll and interest | |||||||
| Changes in operating assets and liabilities: | |||||||
| Accounts receivable | ( |
) | ( |
) | |||
| Prepaid expenses and deposits on inventory | |||||||
| Device parts inventory | ( |
) | ( |
) | |||
| Accounts payable and accrued expenses | ( |
) | |||||
| Customer deposits | ( |
) | |||||
| Operating lease liability payments | ( |
) | ( |
) | |||
| Current portion of deferred variable payment obligations for payments | |||||||
| Accrued interest payable | |||||||
| Net cash used in operating activities | ( |
) | ( |
) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
| Purchase of fixed assets | ( |
) | ( |
) | |||
| Net cash (used in) investing activities | ( |
) | ( |
) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
| Share proceeds net of issuance costs | |||||||
| Proceeds from loans payable | |||||||
| Repayment of loans payable | ( |
) | ( |
) | |||
| Net cash provided by (used in) financing activities | ( |
) | |||||
| Net change in cash | ( |
) | ( |
) | |||
| Cash, beginning of period | |||||||
| Cash, end of period | $ | $ | |||||
| Supplemental disclosure of cash and non-cash transactions: | |||||||
| Cash paid for interest | $ | $ | |||||
| Cash paid for income taxes | $ | $ | |||||
| Noncash investing and financing activities: | |||||||
| Transfer from device parts inventory to fixed assets | $ | 179,,619 | |||||
| Discount applied to face value of loans | $ | $ | |||||
| Series F warrants issued as part of debt issuance | $ | $ | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. GENERAL INFORMATION
Artificial Intelligence Technology Solutions Inc. (“AITX” or the “Company”) was incorporated in Florida on March 25, 2010 and reincorporated in Nevada on February 17, 2015. On August 24, 2018, Artificial Intelligence Technology Solutions Inc., changed its name from On the Move Systems Corp (“OMVS”).
Robotic Assistance Devices, LLC (“RAD”), was incorporated in the State of Nevada on July 26, 2016 as an LLC. On July 25, 2017, Robotic Assistance Devices LLC converted to a C Corporation, Robotic Assistance Devices, Inc., through the issuance of common shares to its sole shareholder.
On August 28, 2017, AITX completed the acquisition of RAD (the “Acquisition”), whereby AITX acquired all the ownership and equity interest in RAD for shares of AITX Series E Preferred Stock and shares of Series F Convertible Preferred Stock. AITX’s prior business focus was transportation services, and AITX was exploring the on-demand logistics market by developing a network of logistics partnerships. As a result of the closing of the Acquisition, AITX has succeeded to the business of RAD. As a result, AITX’s business going forward will consist of one segment activity which is the delivery of artificial intelligence and robotic solutions for operational, security and monitoring needs.
The Acquisition was treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since substantially all of AITX’s operations were disposed of as part of the consummation of the transaction. Therefore, no goodwill or other intangible assets were recorded by AITX as a result of the Acquisition. RAD is treated as the accounting acquirer as its stockholders control the Company after the Acquisition, even though AITX was the legal acquirer. As a result, the assets and liabilities and the historical operations that are reflected in these financial statements are those of RAD as if RAD had always been the reporting company.
2. GOING CONCERN
The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
For the three months ended May 31, 2023, the Company
had negative cash flow from operating activities of $
The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.
Management has plans to address the Company’s financial situation as follows:
Management is committed to raise either non-dilutive
funds or minimally dilutive funds. There is no assurance that these funds will be able to be raised nor can we provide assurance that
these possible raises may not have dilutive effects. In March 2023, the Company entered into an equity financing agreement whereby an
investor will purchase up to $
Management is committed to raise either non-dilutive
funds or minimally dilutive funds. There is no assurance that these funds will be able to be raised nor can we provide assurance that
these possible raises may not have dilutive effects. The Company this fiscal period through to June 30, 2023 has raised an additional
$
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ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and in conformity with the condensing instructions on Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto in the Company’s latest Annual Report filed with the SEC on Form 10-K as filed on June 14, 2023. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Robotic Assistance Devices, Inc., Robotic Assistance Devices Group , Inc, Robotic Assistance Devices Mobile, Inc., On the Move Experience, LLC and On the OMV Transports, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are, in the opinion of management, necessary for a fair presentation of such statements. The results of operations for the three months ended May 31, 2023 are not necessarily indicative of the results that may be expected for the entire year.
Use of Estimates
In order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must make estimates, judgements and assumptions that affect the amounts reported in the financial statements and determine whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value preferred stock and derivative liabilities.
Concentrations
Loans payable
At May 31, 2023 there were $
Cash
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market instruments. The Company places its cash and cash equivalents with high-quality, U.S. financial institutions and, to date has not experienced losses on any of its balances.
Accounts Receivable
Accounts receivable are comprised of balances due
from customers, net of estimated allowances for uncollectible accounts. In determining collectability, historical trends are evaluated,
and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances. There was an allowance of $ and
$ provided as of May 31, 2023 and February 28, 2023, respectively. For the three months ended May 31, 2023 , two customers account
for
Device Parts Inventory
Device parts inventory is stated at the lower of cost
or net realizable value using the weighted average cost method. The Company records a valuation reserve for obsolete and slow-moving inventory,
relying principally on specific identification of such inventory. The Company uses these device parts in the assembly of revenue earning
devices (and demo devices) as well as research and development. Depending on use, the Company will transfer the parts to the corresponding
asset or expense if used in research and development. A charge to income is taken when factors that would result in a need for an
increase in the valuation, such as excess or obsolete inventory, are noted. As of both May 31, 2023 and February 28, 2023 there was a
valuation reserve of $
- 8 -
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Revenue Earning Devices
Revenue earning devices are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful life of months. The Company continually evaluates revenue earning devices to determine whether events or changes in circumstances have occurred that may warrant revision of the estimated useful life or whether the devices should be evaluated for possible impairment. The Company uses a combination of the undiscounted cash flows and market approaches in assessing whether an asset has been impaired. The Company measures impairment losses based upon the amount by which the carrying amount of the asset exceeds the fair value.
Fixed Assets
Fixed assets are stated at cost. Depreciation is provided on the straight-line method based on the estimated useful lives of the respective assets which range from to years. Major repairs or improvements are capitalized. Minor replacements and maintenance and repairs which do not improve or extend asset lives are expensed currently.
Fixed assets consisted of the following:
| Computer equipment and software | or years | |
| Office equipment | ||
| Manufacturing equipment | ||
| Warehouse equipment | ||
| Tooling | ||
| Demo Devices | ||
| Vehicles | ||
| Leasehold improvements |
The Company periodically evaluates the fair value of fixed assets whenever events or changes in circumstances indicate that its carrying amounts may not be recoverable. Upon retirement or other disposition of fixed assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is recognized in income.
Research and Development
Research and development costs are expensed in the
period they are incurred in accordance with ASC 730, Research and Development unless they meet specific criteria related to technical,
market and financial feasibility, as determined by Management, including but not limited to the establishment of a clearly defined future
market for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred
and amortized over the expected useful life or written off if a product is abandoned. At May 31, 2023 and February 28, 2023, the Company
had
Contingencies
Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions.
Sales of Future Revenues
The Company has entered into transactions, as more fully described in footnote 8, in which it has received funding from investors in exchange for which it will make payments to those investors based on the level of sales of certain revenue categories, generally based on a percentage of sales for those certain revenues. The Company determines whether these agreements constitute sales of future revenues or are in substance debt based on the facts and circumstances of each agreement, with the following primary criteria determinative of whether the agreement constitutes a sale of future revenues or debt:
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ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| ● | Does the agreement purport, in substance, to be a sale | |
| ● | Does the Company have continuing involvement in the generation of cash flows due the investor | |
| ● | Is the transaction cancellable by either party through payment of a lump sum or other transfer of assets | |
| ● | Is the investors rate of return is implicitly limited by the terms of the agreement | |
| ● | Does the Company’s revenue for a reporting period underlying the agreement have only a minimal impact on the investor’s rate of return | |
| ● | Does the investor have recourse relating to payments due |
In the event a transaction is determined to be a sale of future revenues, it is recorded as deferred revenue and amortized using the sum-of-the-revenue method. In the event a transaction is determined to be debt, it is recorded as debt and amortized using the effective interest method. As of the date of these financial statements, the Company has determined that all such agreements are debt.
Revenue Recognition
ASU 2014-09, “Revenue from Contracts with
Customers (Topic 606)”, supersedes the revenue recognition requirements and industry specific guidance under Revenue Recognition
(Topic 605). Topic 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount
that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. Topic 606 defines a five-step
process that must be evaluated and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition
process than required under existing accounting principles generally accepted in the United States of America (“U.S. GAAP”)
including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction
price and allocating the transaction price to each separate performance obligation. The Company adopted Topic 606 on March 1, 2018, using
the modified retrospective method. Under the modified retrospective method, prior period financial positions and results will not be adjusted.
There was no cumulative effect adjustment recognized as a result of this adoption. Refer to Note 4 – Revenue from Contracts with
Customers for additional information. For the three months ended May 31, 2023 , customers accounted for
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized when items of income and expense are recognized in the financial statements in different periods than when recognized in the tax return. Deferred tax assets arise when expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax return prior to the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset tax payments due in future years. Deferred tax liabilities arise when income items are recognized in the financial statements before the tax returns or when expenses are recognized in the tax return prior to the financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
On December 22, 2017, the Tax Cuts and Jobs Act (“Tax
Act”) was signed into law. ASC 740, Accounting for Income Taxes requires companies to recognize the effects of changes in tax laws
and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation
is enacted.
Leases
Lease agreements are evaluated to determine if they are sales/finance leases meeting any of the following criteria at inception: (a) transfer of ownership of the underlying asset; (b) purchase option that is reasonably certain of being exercised; (c) the lease term is greater than a major part of the remaining estimated economic life of the underlying asset; or (d) if the present value of the sum of lease payments and any residual value guaranteed by the lessee that has not already been included in lease payments in accordance with ASC 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset.
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ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
If at its inception, a lease meets any of the four lease criteria above, the lease is classified by the Company as a sales/finance; and if none of the four criteria are met, the lease is classified by the Company as an operating lease.
Operating lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term, whereby an equal amount of rent expense is attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in the later years. The difference between rent expense recognized and actual rental payments is recorded as deferred rent and included in liabilities.
Distinguishing Liabilities from Equity
The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity, to classify certain redeemable and/or convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The Company will determine the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares.
Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity.
Our CEO and Chairman holds sufficient shares of the Company’s voting preferred stock that give sufficient voting rights under the articles of incorporation and bylaws of the Company such that the CEO and Chairman can at any time unilaterally vote to increase the number of authorized shares of common stock of the Company, without the need to call a general meeting of common shareholders of the Company.
Initial Measurement
The Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received.
Subsequent Measurement – Financial Instruments Classified as Liabilities
The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in fair value of its financial instruments classified as liabilities are recorded as other income (expenses).
Fair Value of Financial Instruments
ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides a framework for measuring fair value in accordance with generally accepted accounting principles.
ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).
The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC Topic 820 are described as follows:
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ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| ● | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. | |
| ● | Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
| ● | Level 3 – Inputs that are unobservable for the asset or liability. |
Measured on a Recurring Basis
The following table presents information about our liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fell:
| Fair Value Measurement Using | |||||||||||||
| Amount at Fair Value |
Level 1 | Level 2 | Level 3 | ||||||||||
| May 31, 2023 | |||||||||||||
| Liabilities | |||||||||||||
| Incentive compensation plan payable- revaluation of equity awards payable in Series G shares | $ | $ | $ | $ | |||||||||
| February 28, 2023 | |||||||||||||
| Liabilities | |||||||||||||
| Incentive compensation plan payable- revaluation of equity awards payable in Series G shares | $ | $ | $ | $ | |||||||||
The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses and advances, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.
Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.
Basic loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments. Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share.
Recently Issued Accounting Pronouncements
Recently Adopted Accounting Standards
In December 2019, the Financial Accounting Standards Board (FASB) issued amended guidance on the accounting and reporting of income taxes. The guidance is intended to simplify the accounting for income taxes by removing exceptions related to certain intraperiod tax allocations and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. The Company adopted the new guidance effective February 1, 2021. There was no impact to the Company’s consolidated financial statements upon adoption.
- 12 -
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In January 2020, the FASB issued new guidance intended to clarify certain interactions between accounting standards related to equity securities, equity method investments and certain derivatives. The guidance addresses accounting for the transition into and out of the equity method of accounting and measuring certain purchased options and forward contracts to acquire investments. The Company adopted the new guidance effective February 1, 2021. There was no impact to the Company’s consolidated financial statements upon adoption.
In August 2020, the FASB issued amended guidance on the accounting for convertible instruments and contracts in an entity’s own equity. The guidance removes the separation model for convertible debt instruments and preferred stock, amends requirements for conversion options to be classified in equity as well as amends diluted earnings per share (EPS) calculations for certain convertible debt instruments. The amended guidance is effective for interim and annual periods in 2022. The application of the amendments in the new guidance are to be applied either on a modified retrospective or a retrospective basis. We are currently assessing the effect that the adoption of this standard will have on the Company’s consolidated financial statements upon adoption.
Recently Issued Accounting Standards Not Yet Adopted
In March 2020, the FASB issued optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting and subsequently issued clarifying amendments. The guidance provides optional expedients and exceptions for accounting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. The optional guidance is effective upon issuance and can be applied on a prospective basis at any time between January 1, 2020 through December 31, 2022. The Company is currently evaluating the impact of adoption on its consolidated financial statements.
In October 2021, the FASB issued amended guidance that requires acquiring entities to recognize and measure contract assets and liabilities in a business combination in accordance with existing revenue recognition guidance. The amended guidance is effective for interim and annual periods in 2023 and is to be applied prospectively. Early adoption is permitted on a retrospective basis to the beginning of the fiscal year of adoption. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements for prior acquisitions; however, the impact in future periods will be dependent upon the contract assets and contract liabilities acquired in future business combinations.
In November 2021, the FASB issued new guidance to increase the transparency of transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance requires annual disclosures of such transactions to include the nature of the transactions and the significant terms and conditions, the accounting treatment and the impact to the company’s financial statements. The guidance is effective for annual periods beginning in 2022 and is to be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of adoption on its consolidated financial statements.
4. REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue is earned primarily from two sources: 1) direct sales of goods or services and 2) short-term rentals. Direct sales of goods or services are accounted for under Topic 606, and short-term rentals are accounted for under Topic 842 (which addresses lease accounting and was adopted on March 1, 2019).
As disclosed in the revenue recognition section of Note 3 – Accounting Polices, the Company adopted Topic 606 in accordance with the effective date on March 1, 2018. Note 3 includes disclosures regarding the Company’s method of adoption and the impact on the Company’s financial statements. Revenue is recognized on direct sales of goods or services when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.
After adopting Topic 842, also referred to above in Note 3, the Company is accounting for revenue earned from rental activities where an identified asset is transferred to the customer and the customer has the ability to control that asset. The Company recognizes revenue from its device rental activities when persuasive evidence of a contract exists, the performance obligations have been satisfied, the transaction price is fixed or determinable and collection is reasonably assured. Performance obligations associated with device rental transactions are satisfied over the rental period. Rental periods are short-term in nature. Therefore, the Company has elected to apply the practical expedient which eliminates the requirement to disclose information about remaining performance obligations. Payments are due from customers at the completion of the rental, except for customers with negotiated payment terms, generally net 30 days or less, which are invoiced and remain as accounts receivable until collected.
- 13 -
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table presents revenues from contracts with customers disaggregated by product/service:
| Three Months Ended May 31, 2023 |
Three Months Ended May 31, 2022 |
||||||
| Device rental activities | $ | $ | |||||
| Direct sales of goods and services | |||||||
| Revenues | $ | $ | |||||
5. LEASES
We lease certain warehouses, and office space. Leases with an initial term of months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, we did not combine lease and non-lease components.
There is no lease renewal. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
Below is a summary of our lease assets and liabilities at May 31, 2023 and February 28, 2023.
| Leases | Classification | May 31, 2023 | February 28, 2023 | ||||||
| Assets | |||||||||
| Operating | Operating Lease Assets | $ | $ | ||||||
| Liabilities | |||||||||
| Current | |||||||||
| Operating | Current Operating Lease Liability | $ | $ | ||||||
| Noncurrent | |||||||||
| Operating | Noncurrent Operating Lease Liabilities | ||||||||
| Total lease liabilities | $ | $ | |||||||
Note: As most of our leases do not provide an implicit rate, we use our incremental borrowing rate of 10% which for the leases noted above was based on the information available at commencement date in determining the present value of lease payments. We compare against loans we obtain to acquire physical assets and not loans we obtain for financing. The loans we obtain for financing are generally at significantly higher rates and we believe that physical space or vehicle rental agreements are in line with physical asset financing agreements. CAM charges were not included in operating lease expense and were expensed in general and administrative expenses as incurred.
Operating lease cost and rent was $
6. REVENUE EARNING DEVICES
Revenue earning devices consisted of the following:
| May 31, 2023 | February 28, 2023 | ||||||
| Revenue earning devices | $ | $ | |||||
| Less: Accumulated depreciation | ( |
) | ( |
) | |||
| Total | $ | $ | |||||
During the three months ended May 31, 2023 the Company
made total additions to revenue earning devices of $
Depreciation expense was $
- 14 -
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. FIXED ASSETS
Fixed assets consisted of the following:
| May 31, 2023 | February 28, 2023 | ||||||
| Automobile | $ | $ | |||||
| Demo devices | |||||||
| Tooling | |||||||
| Machinery and equipment | |||||||
| Computer equipment | |||||||
| Office equipment | |||||||
| Furniture and fixtures | |||||||
| Warehouse equipment | |||||||
| Leasehold improvements | |||||||
| Less: Accumulated depreciation | ( |
) | ( |
) | |||
| $ | $ | ||||||
During the three months ended May 31, 2023 the Company
made additions of $
Depreciation expense was $
8. DEFERRED VARIABLE PAYMENT OBLIGATION
On February 1, 2019 the Company entered into an agreement
with an investor whereby the investor would pay up to $
On May 9, 2019 the Company entered into two similar arrangements with two investors:
| (1) | The investor would pay up to $ | |
| (2) | The investor would pay up to $ |
In the event that at least 10% of the assets of the
Company are sold by the Company, the investors would be entitled to the fair market value (FMV) of all future Payments associated with
the assets sold as determined by an independent valuator to be chosen by the investors. The FMV cannot exceed 30% of the total asset disposition
price defined as the total price paid for the assets plus all future Payments associated with the assets sold. In the event that the common
or preferred shares are sold by the Company to a third party as to effect a change in control, then the investors must be paid the FMV
of all future Payments in one lump payment.
On November 18, 2019 the Company entered into an arrangement
similar to the (February 1, 2019 agreement above) investor above whereby the investor would advance up to $
- 15 -
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On December 30, 2019 the Company entered into an arrangement
with a new investor whereby the investor would advance up to $
On April 22, 2020 the Company entered into an arrangement
with the (first May 9, 2019) investor above whereby the investor would advance up to $
On July 1, 2020 the Company entered into an agreement
with the first investor whereby the investor would pay up to $
On August 27, 2020 the Company and the first investor
referred to above consolidated the three separate agreements of February 1, 2019 for $
In summary of all agreements mentioned above if in
the event that at least
The Payments will first become payable on June 30, 2019 (unless otherwise
indicated) based on the quarterly Revenues for the quarter ended May 31, 2019 and will accrue every quarter thereafter. As of May 31,
2023, the Company has accrued approximately $
On March 1, 2021 the first investor referred to above whose aggregate investment
is $
| 1) | The rate payment was reduced from | |
| 2) | The asset disposition % (see below) was reduced from |
In consideration for the above changes, the investor
received 40 Series F Convertible Preferred Stock and a warrant to purchase shares of its Series F Convertible Preferred Stock with
a five-year term and an exercise price of $. During the three months ended May 31, 2021 the warrant holder exercised warrants to acquire
shares of Series F Convertible Preferred Stock. The company attributed a fair value based on recent transactions for the Series F Preferred
stock and warrants of $
The Company retains total involvement in the generation
of cash flows from these revenue streams that form the basis of the payments to be made to the investors under this agreement. Because
of this, the Company has determined that the agreements constitute debt agreements. As of February 28, 2023, and February 28, 2022, the
long-term balances other than Payments already owed is the cash received of $
For both the years ended February 28, 2023 and February
28, 2022, the Company has received $
- 16 -
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the three months ended May 31, 2023 and year ended
February 28, 2023 , the Company has received $
The Payments first become payable on June 30, 2019
(unless otherwise indicated) based on the quarterly Revenues for the quarter ended May 31, 2019 and accrue every quarter thereafter. As
of May 31, 2023, the Company has accrued $
9. RELATED PARTY TRANSACTIONS
For both the three months ended May 31, 2023 and May
31, 2022 , the Company had
Pursuant to the amended Employment Agreement with
its Chief Executive Officer, for the three months ended May 31, 2023 the Company accrued $
During the three months ended May 31, 2023 and 2022,
the Company was charged $
10. OTHER DEBT – VEHICLE LOAN
In December 2016, RAD entered into a vehicle loan
for $
- 17 -
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11. LOANS PAYABLE
Loans payable at May 31, 2023 consisted of the following:
| Annual | ||||||||||
| Date | Maturity | Description | Principal | Interest Rate | ||||||
| July 18, 2017 | Promissory note | (1) * | $ | |||||||
| December 10, 2023 | Promissory note | (2) | ||||||||
| December 10, 2023 | Promissory note | (3) | ||||||||
| December 10, 2023 | Promissory note | (4) | ||||||||
| December 14, 2023 | Promissory note | (5) | ||||||||
| December 30, 2023 | Promissory note | (6) | ||||||||
| January 1, 2024 | Promissory note | (7) | ||||||||
| January 1, 2024 | Promissory note | (8) | ||||||||
| January 14, 2024 | Promissory note | (9) | ||||||||
| February 22, 2024 | Promissory note | (10) | ||||||||
| March 1, 2024 | Promissory note | (11) | ||||||||
| June 8, 2024 | Promissory note | (12) | ||||||||
| July 26, 2026 | Promissory note | (13) | ||||||||
| September 14, 2024 | Promissory note | (14) | ||||||||
| July 28, 2023 | Promissory note | (15) | ||||||||
| August 30,2024 | Promissory note | (16) | ||||||||
| September 7, 2023 | Promissory note | (17) | ||||||||
| September 8, 2023 | Promissory note | (18) | ||||||||
| October 13, 2023 | Promissory note | (19) | ||||||||
| October 31, 2026 | Promissory note | (20) | ||||||||
| October 31, 2026 | Promissory note | (20) | ||||||||
| October 31, 2026 | Promissory note | (20) | ||||||||
| October 31, 2026 | Promissory note | (20) | ||||||||
| October 31,2026 | Promissory note | (20) | ||||||||
| October 31, 2026 | Promissory note | (20) | ||||||||
| October 31, 2026 | Promissory note | (20) | ||||||||
| October 31, 2026 | Promissory note | (20) | ||||||||
| October 31, 2026 | Promissory note | (20) | ||||||||
| $ | ||||||||||
| Less: current portion of loans payable | ( |
) | ||||||||
| Less: discount on non-current loans payable | ( |
) | ||||||||
| Non-current loans payable, net of discount | $ | |||||||||
| Current portion of loans payable | $ | |||||||||
| Less: discount on current portion of loans payable | ( |
) | ||||||||
| Current portion of loans payable, net of discount | $ | |||||||||
| * | |
| (1) | |
| (2) | This promissory note was issued as part of a debt settlement whereby $ |
- 18 -
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| (3) | |
| (4) | |
| (5) |
|
| (6) | |
| (7) | |
| (8) | |
| (9) | |
| (10) | |
| (11) |
- 19 -
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| (12) | |
| (13) | |
| (14) |
|
| (15) | |
| (16) | |
| (17) | |
| (18) | |
| (19) |
- 20 -
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| (20) |
|
- 21 -
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
12. STOCKHOLDERS’ EQUITY (DEFICIT)
Summary or Preferred Stock Activity
No preferred stock activity during the period.
| Number of Series F Preferred Warrants | Weighted Average Exercise Price | Weighted Average Remaining Years | ||||
| Outstanding at March 1, 2023 | $ |
|||||
| Issued | ||||||
| Exercised | — | |||||
| Forfeited and cancelled | — | |||||
| Outstanding at May 31, 2023 | $ |
During the three months ended May 31, 2023, as part
of debt issuance the Company issued 183 Series F Preferred Warrants to a lender for a relative fair value of $
Summary of Common Stock Activity
For the three months ended May 31, 2023 , the Company
issued common shares with gross proceeds of $
| Common shares | May 31, 2023 | February 28, 2023 | |||||
| Issued | |||||||
| Issuable | |||||||
| Issued, issuable and outstanding | |||||||
Summary of Common Stock Warrant Activity
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Years | ||||
| Outstanding at February 28, 2023 | $ |
|||||
| Issued | — | |||||
| Exercised | — | |||||
| Forfeited and cancelled | — | |||||
| Outstanding at May 31, 2023 | $ |
For the three months ended May 31, 2022 and May 31, 2021, the Company recorded a total of $ and $, respectively, to stock-based compensation for options and warrants with a corresponding adjustment to additional paid-in capital.
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Years | ||||
| Outstanding at February 28 , 2023 | $ |
|||||
| Issued | — | |||||
| Exercised | — | |||||
| Forfeited, extinguished and cancelled | ( |
) | $ |
|||
| Outstanding at May 31, 2023 | $ |
- 22 -
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
13. COMMITMENTS AND CONTINGENCIES
Litigation
Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions.
The related legal costs are expensed as incurred.
Operating Lease
On December 18, 2020,
On March 10, 2021,
On September 30, 2021,
On January 28, 2022,
The Company’s leases are accounted for as operating
leases. Rent expense and operating lease cost are recorded over the lease terms on a straight-line basis. Rent expense and operating lease
cost was $
| Maturity of Lease Liabilities | Operating Leases |
||
| May 31, 2024 | $ | ||
| May 31, 2025 | |||
| May 31, 2026 | |||
| May 31, 2027 | |||
| May 31, 2028 | |||
| May 31, 2029 and after | |||
| Total lease payments | |||
| Less: Interest | ( |
) | |
| Present value of lease liabilities | $ | ||
- 23 -
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The net income (loss) per common share amounts were determined as follows:
| For the Three Months Ended | ||||||
| May 31, 2023 | May 31, 2022 | |||||
| Numerator: | ||||||
| Net income (loss) available to common shareholders | $ | ( |
) | $ | ( |
) |
| Effect of common stock equivalents | ||||||
| Add: interest expense on convertible debt | ||||||
| Net income (loss) adjusted for common stock equivalents | ( |
) | ( |
) | ||
| Denominator: | ||||||
| Weighted average shares – basic | ||||||
| Net income (loss) per share – basic | $ | ( |
) | $ | ( |
) |
| Denominator: | ||||||
| Weighted average shares – diluted | ||||||
| Net income (loss) per share – diluted | $ | ( |
) | $ | ( |
) |
| For the Three Months Ended | ||||
| May 31, 2023 | May 31, 2022 | |||
| Convertible notes and accrued interest | ||||
| Convertible Series F Preferred Shares | ||||
| Stock options and warrants | ||||
| Total | ||||
| * | On August 23, 2021, the Company filed amended Series F preferred shares such that Series F preferred shares are not convertible into common stock by a holder until (A) August 23, 2023 or (B) the date on which such a conversion may be required for the purpose of (i) uplisting the Company to a new stock exchange, or (ii) selling more than 50% of the Company’s assets. Had these Series F preferred shares been convertible at May 31, 2023 and 2022 the dilutive effects would be as follows: |
| For the Three Months Ended | ||||
| May 31, 2023 | May 31, 2022 | |||
| Convertible Series F Preferred Shares | ||||
15. SUBSEQUENT EVENTS
Subsequent to May 31, 2023 through to July 14, 2023:
— the Company issued common shares pursuant to a share purchase agreement for gross proceeds of $, issuance costs of $ and net proceeds of $.
- 24 -
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The following discussion of our financial condition and results of operations for the three months ended May 31, 2022 and May 31, 2021 should be read in conjunction with our unaudited consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the year ended February 28, 2022, as filed on May 27, 2022 with the SEC. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
Unless expressly indicated or the context requires otherwise, the terms “AITX”, the “Company”, “we”, “us”, and “our” refer to Artificial Intelligence Technology Solutions Inc.
Overview
AITX was incorporated in Florida on March 25, 2010. AITX reincorporated into Nevada on February 17, 2015. AITX’s fiscal year end is February 28 (February 29 during leap year). AITX is located at 10800 Galaxie Ave., Ferndale Michigan, 48220, and our telephone number is 877-767-6268.
AITX’s mission is to apply Artificial Intelligence (AI) technology to solve enterprise problems categorized as expensive, repetitive, difficult to staff, and outside of the core competencies of the client organization.
A short list of basic examples include:
| 1. | Typical security guard-related functions such as monitoring a parking lot during and after hours and responding appropriately. This scenario applies to perimeters, interior yard areas, and related similar environments. | |
| 2. | Integrated hardware/software with AI-driven responses, simulating and expanding on what legacy or manned solutions could perform. | |
| 3. | Automation of common access control functions through technology utilizing facial recognition and machine vision, leapfrogging most legacy solutions in use today. |
RAD solutions are unique because they:
| 1. | Start with an AI-driven autonomous response utilizing cellular-optimized communications, while easily connecting to a human operator for a manned response, as needed. | |
| 2. | Use unique hardware purpose-built by RAD for delivery of these solutions. Various form factors have been customized to deliver this new functionality. | |
| 3. | Deliver services through RAD-developed software and cloud services, allowing enterprise IT groups to focus on core competencies instead of maintenance of complex video and security platforms. |
- 25 -
Management Discussion and Analysis
Results of Operations for the Three Months Ended May 31, 2023 and 2022
The following table shows our results of operations for the three months ended May 31, 2023 and 2022. The historical results presented below are not necessarily indicative of the results that may be expected for any future period.
| Period | ||||||||||||
| Three Months Ended |
Three Months Ended |
Change | ||||||||||
| May 31, 2023 | May 31, 2022 | Dollars | Percentage | |||||||||
| Revenues | $ | 385,208 | $ | 385,157 | $ | 51 | 0% | |||||
| Gross profit | 293,697 | 91,433 | 202,264 | 221% | ||||||||
| Operating expenses | 3,242,674 | 3,588,089 | (345,415 | ) | (10% | ) | ||||||
| Loss from operations | (2,948,977 | ) | (3,496,656 | ) | 547,679 | 16% | ||||||
| Other income (expense), net | (1,606,216 | ) | (1,175,030 | ) | (431,186 | ) | (37% | ) | ||||
| Net loss | $ | (4,555,193 | ) | $ | (4,671,686 | ) | $ | 116,493 | 2% | |||
Revenue
The following table presents revenues from contracts with customers disaggregated by product/service:
| Three Months Ended |
Three Months Ended |
Change | ||||||||||
| May 31, 2023 | May 31, 2022 | Dollars | Percentage | |||||||||
| Device rental activities | $ | 238,149 | $ | 239,805 | $ | (1,656 | ) | (1% | ) | |||
| Direct sales of goods and services | 147,059 | 145,352 | 1,707 | 1% | ||||||||
| $ | 385,208 | $ | 385,157 | $ | 51 | 0% | ||||||
Total revenue for the three-month period ended May 31, 2023 was $385,208 which represented a small increase of $51 compared to total revenue of $385,157 for the three months ended May 31, 2022.
Gross profit
Total gross profit for the three-month period ended May 31, 2023 was $293,697 which represented an increase of $202,264 compared to gross profit of $91,433 for the three months ended May 31, 2022. The increase resulted primarily from inventory adjustments incurred in the prior three month period ended May 31, 2022 totaling $177,475. This was broken down as $152,475 in inventory adjustments due to shrinkage and obsolescence and a $25,000 increase in the inventory provision to account for obsolescence. The gross profit % of 24% for the three-month period ended May 31, 2022 was lower than the gross profit % of 76% for the three month period ended May 31, 2023 due to inventory adjustments previously mentioned. After accounting for those inventory adjustments totaling $177,475, the adjusted gross profit for the three months ended May 31, 2022 would have been 70% for comparative purposes.
Operating Expenses
| Period | ||||||||||||
| Three Months Ended |
Three Months Ended |
Change | ||||||||||
| May 31, 2023 | May 31, 2022 | Dollars | Percentage | |||||||||
| Research and development | $ | 891,757 | $ | 1,023,735 | $ | (131,978 | ) | (13% | ) | |||
| General and administrative | 2,120,433 | 2,400,392 | (279,959 | ) | (12% | ) | ||||||
| Depreciation and amortization | 167,942 | 93,995 | 73,947 | 79% | ||||||||
| Operating lease cost and rent | 62,542 | 69,967 | (7,425 | ) | (11% | ) | ||||||
| Operating expenses | $ | 3,242,674 | $ | 3,588,089 | $ | (345,415 | ) | (10% | ) | |||
- 26 -
Our operating expenses were comprised of general and administrative expenses, research and development, and depreciation. General and administrative expenses consisted primarily of professional services, automobile expenses, advertising, salaries and wages, travel expenses and consultants. Our operating expenses during the three-month period ended May 31, 2023 and May 31, 2022, were $3,242,674 and $3,588,089, respectively. The overall decrease of $345,415 was primarily attributable to the following changes in operating expenses of:
| ● | General and administrative expenses decreased by $279,959. In the three months ended May 31, 2023 the Company undertook cost savings measures including a reduction in force. In comparing the three months ended May 31, 2023 and May 31, 2022 the decrease in G& A was primarily due to decreases in wages and salaries of $50,527 due to reduction in force, stock-based compensation of $45,779, office expenses of $7,087, travel $43,876, production supplies by $85,246 and bad debts expense of $89,000 due to fewer slow payers. These decreases were partially offset by increases in sales and marketing of $62,731and professional fees of $61,631 mostly due compliance and audit fees increase. |
| ● | Research and development decreased by $131,978 due to a reduction in funding on development of future products. |
| ● | Depreciation and amortization increased by $73,947 due to large increases in revenue earning devoices , demo devices, tooling and computer equipment. |
| ● | Operating lease cost and rent decreased by $7,425 due to one less lease in three month period ended May 31, 2023. |
Other Income (Expense)
Other income (expense) consisted of interest. Other income (expense) during the three months ended May 31, 2023 and May 31, 2022, was ($1,606,216) and ($1,175,030), respectively. The $431,186 increase in other expense was primarily attributable to the increase in interest and amortization of debt due to higher loans.
Net incomes
We had a net loss of $4,555,193 for the three months ended May 31, 2023, compared to a net loss of $4,671,686 for the three months ended May 31, 2022. The change is primarily the result of the loss on settlement in the three months ended May 31, 2021.
Liquidity, Capital Resources and Cash Flows
Management believes that we will continue to incur losses for the immediate future. Therefore, we will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities, if ever. These conditions raise substantial doubt about our ability to continue as a going concern. Our unaudited condensed consolidated financial statements do not include and adjustments relating to the recovery of assets or the classification of liabilities that may be necessary should we be unable to continue as a going concern. For the three months ended May 31, 2023, we have generated revenue and are trying to achieve positive cash flows from operations.
As of May 31, 2023, we had a cash balance of $287,202, accounts receivable of $391,823, device parts inventory of $1,489,429 and $24,509,171 in current liabilities. At the current cash consumption rate, we will need to consider additional funding sources going forward. We are taking proactive measures to reduce operating expenses and drive growth in revenue.
The successful outcome of future activities cannot be determined at this time and there is no assurance that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operating results.
Capital Resources
The following table summarizes total current assets, liabilities and working capital (deficit) for the periods indicated:
| May 31, 2023 | February 28, 2023 | ||||||
| Current assets | $ | 2,689,955 | $ | 3,438,992 | |||
| Current liabilities | 24,509,171 | 16,049,593 | |||||
| Working capital | $ | (21,819,216 | ) | $ | (12,610,601 | ) | |
As of May 31, 2023 and February 28, 2023, we had a cash balance of $287,202 and $939,759, respectively.
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Summary of Cash Flows
| Three Months Ended May 31, 2023 |
Three Months Ended May 31, 2022 |
||||||
| Net cash used in operating activities | $ | (2,991,003 | ) | $ | (3,621,572 | ) | |
| Net cash used in investing activities | $ | (3,463 | ) | $ | (88,214 | ) | |
| Net cash (used in) provided by financing activities | $ | 2,341,909 | $ | (16,731 | ) | ||
Net cash used in operating activities.
Net cash used in operating activities for the three months ended May 31, 2023 was $2,991,003, which included a net loss of $4,555,193, non-cash activity such as the bad debts expense of $16,000, reduction of right of use asset of $28,767, accretion of lease liability $33,775, stock based compensation of $115,721, change in operating assets of $608,025, amortization of debt discount of $557,219, increase in related party accrued payroll and interest of $36,740 and depreciation and amortization of $167,942 to derive the uses of cash in operations.
Net cash used in investing activities.
Net cash used in investing activities for the three months ended May 31, 2023 was $3,463, which was the purchase of fixed assets,
Net cash provided (used) in financing activities.
Net cash provided by financing activities was $2,341,909 for the three months ended May 31, 2023. This consisted of share proceeds net of issuance costs of $1,318,909, and proceeds from loans payable of $1,050,000, reduced by repayments on loans payable of $27,000.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies and Estimates
Critical accounting policies and estimates are further discussed in our Annual Report on Form 10-K for the year ended February 28, 2023, as filed on June 14, 2023.
Related Party Transactions
For both the three months ended May 31, 2023 and May 31, 2022 , the Company had no repayments of net advances from its loan payable-related party. At May 31, 2023, the loan payable-related party was $243,256 and $206,516 at February 28, 2022. Included in the balance due to the related party at May 31, 2023 is $139,250 of deferred salary and interest, $133,000 of which bears interest at 12%. At February 28, 2023 there was $108,000 of deferred salary with $108,000 bearing interest at 12%. The accrued interest included in loan at May 31, 2023 and February 28, 2022 was $19,275 and $15,660, respectively.
Pursuant to the amended Employment Agreement with its Chief Executive Officer, for the three months ended May 31, 2023 the Company accrued $63,000 (three months ended May 31 2022-$161,500) of incentive compensation plan payable with a corresponding recognition of stock based compensation due to the expectation of additional awards being met. This will be payable in Series G Preferred Shares which are redeemable at the Company’s option at $1,000 per share. At May 31, 2023 and February 28, 2023 there was $1,042,000 and $979,000 of incentive compensation payable.
During the three months ended May 31, 2023 and 2022, the Company was charged $882,015 and $1,001,734, respectively for fees for research and development from a company partially owned by a principal shareholder.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable for a smaller reporting company.
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ITEM 4. CONTROLS AND PROCEDURES
Management’s Report on Internal Control over Financial Reporting
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of May 31, 2023. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of May 31, 2023, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
| 1. | As of May 31, 2023, we did not maintain effective controls over our control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. | |
| 2. | As of May 31, 2023, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness. |
Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Change in Internal Controls over Financial Reporting
The only change in internal controls was the implementation of the Company’s new CRM/ERP/Accounting software. This change in our internal controls over financial reporting that occurred during the period covered by this report, should not have materially affected, or is not reasonably likely to materially affect, our internal controls over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
This item is not applicable to smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Each issuance of securities was issued without registration in reliance of the exemption from registration Section 3(a)9 of the Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company has not defaulted upon senior securities.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to the Company.
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ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
| Exhibit No. | Description of Document |
| 3.1 | Articles of Incorporation (1) |
| 3.2 | Bylaws (2) |
| 14 | Code of Ethics (2) |
| 21 | Subsidiaries of the Registrant (3) |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer. (3) |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer. (3) |
| 32.1 | Section 1350 Certification of principal executive officer. (3) |
| 32.2 | Section 1350 Certification of principal financial accounting officer. (3) |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. (3) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (3) |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (3) |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (3) |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (3) |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (3) |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (3) |
__________
| (1) | Incorporated by reference to our Form 10-KT file with the Securities and Exchange Commission on March 12, 2018. |
| (2) | Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on August 4, 2010. |
| (3) | Filed or furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Artificial Intelligence Technology Solutions Inc. | |
| Date: July 17, 2023 | BY: /s/ Steven Reinharz |
| Steven Reinharz | |
| President, Chief Executive Officer (principal executive officer) | |
| Date: July 17, 2023 | BY: /s/ Anthony Brenz |
| Anthony Brenz | |
| Chief Financial Officer (principal financial officer) |
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Exhibit 21.1
Artificial Intelligence Technology Solutions Inc.
Subsidiaries
| Name | Jurisdiction of Incorporation | |
| Robotic Assistance Devices, Inc. | Nevada | |
| Robotic Assistance Devices Group, Inc. | Nevada | |
| Robotic Assistance Devices Mobile, Inc. | Nevada |
Exhibit 31.1
RULE 13A-14(A)/15D-14(A) CERTIFICATION
I, Steven Reinharz, certify that:
1. I have reviewed this Form 10-Q for the period ended May 31, 2023 of Artificial Intelligence Technology Solutions Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: July 17, 2023 | BY: /s/ Steven Reinharz |
| Steven Reinharz | |
| President, Chief Executive Officer (principal executive officer) |
Exhibit 31.2
RULE 13A-14(A)/15D-14(A) CERTIFICATION
I, Anthony Brenz, certify that:
1. I have reviewed this Form 10-Q for the period ended May 31, 2023 of Artificial Intelligence Technology Solutions Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: July 17, 2023 | BY: /s/ Anthony Brenz |
| Anthony Brenz | |
| Chief Financial Officer (principal financial officer) |
Exhibit 32.1
SECTION 1350 CERTIFICATION
In connection with the quarterly report of Artificial Intelligence Technology Solutions Inc. (the “Company”) on Form 10-Q for the period ended May 31, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, Steven Reinharz, President of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| Date: July 17, 2023 | BY: /s/ Steven Reinharz |
| Steven Reinharz | |
| President, Chief Executive Officer (principal executive officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
SECTION 1350 CERTIFICATION
In connection with the quarterly report of Artificial Intelligence Technology Solutions Inc. (the “Company”) on Form 10-Q for the period ended May 31, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, Anthony Brenz, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| Date: July 17, 2023 | BY: /s/ Anthony Brenz |
| Anthony Brenz | |
| Chief Financial Officer (principal financial officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.