QYOU Media Inc 6-K, filed Aug 31, 2022
QYOU Media Inc. (QYOUF)
About this 6-K
QYOU Media Inc filed this 6-K on August 31, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2022
Commission File Number: 333-265114
QYOU MEDIA INC.
(Name of registrant)
154 University Avenue, Unit 601,
Toronto, Ontario M5H 3Y9
Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| o Form 20-F | x Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
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.
| QYOU Media Inc. | |||
| (Registrant) | |||
| Date: August 31, 2022 | By: | /s/ Curt Marvis | |
| Name: Curt Marvis | |||
| Title: Chief Executive Officer | |||
Form 6-K Exhibit Index
| Exhibit Number | Document Description | |
| 99.1 | Q2 2022 Financial Statements | |
| 99.2 | Q2 2022 Management’s Discussion and Analysis | |
| 99.3 | CEO Certification | |
| 99.4 | CFO Certification |
Exhibit 99.1
QYOU Media Inc.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three and six months ended June 30, 2022 and 2021
[unaudited] [expressed in Canadian dollars]
QYOU Media Inc.
Condensed consolidated interim statements of financial position
[unaudited] [expressed in Canadian dollars]
| As at | June 30, 2022 | December 31, 2021 | |
| $ | $ | ||
| Assets | |||
| Current assets | |||
| Cash | 4,181,414 | 6,548,890 | |
| Trade receivables | 4,947,563 | 4,131,459 | |
| Other receivables | 1,080,132 | 1,623,131 | |
| Prepaid expenses [note 11] | 1,971,151 | 2,723,612 | |
| 12,180,260 | 15,027,092 | ||
| Non-current assets | |||
| Property and equipment, net [note 5] | 163,220 | 104,698 | |
| Capitalized programming asset, net [note 6] | 476,308 | 189,453 | |
| Right-of-use assets, net [note 9] | 467,303 | 753,267 | |
| Security deposit | 124,637 | 139,818 | |
| Intangible assets, net [notes 4 & 7] | 943,371 | 997,939 | |
| Goodwill [notes 4 & 8] | 3,255,908 | 3,399,639 | |
| 17,611,007 | 20,611,906 | ||
| Liabilities | |||
| Current liabilities | |||
| Trade and other payables | 5,675,219 | 4,700,239 | |
| Contingent consideration [note 4] | 978,930 | 861,697 | |
| Deferred revenue | 239,787 | 257,921 | |
| Lease liabilities [note 10] | 223,278 | 242,489 | |
| Borrowings | 7,756 | 7,756 | |
| 7,124,970 | 6,070,102 | ||
| Non-current liabilities | |||
| Contingent consideration [note 4] | 1,012,148 | 1,777,215 | |
| Deferred tax liabilities | 224,174 | 227,659 | |
| Lease liabilities [note 10] | 292,696 | 558,344 | |
| Borrowings | 53,852 | 52,857 | |
| 8,707,840 | 8,686,177 | ||
| Shareholders’ equity | |||
| Share capital [note 11] | 46,948,555 | 44,758,863 | |
| Warrants [note 11] | 3,587,506 | 3,700,682 | |
| Share-based payment reserve [note 12] | 10,595,078 | 9,907,637 | |
| Foreign exchange translation reserve | (61,070) | 120,235 | |
| Accumulated deficit | (51,411,567) | (46,118,245) | |
| Equity attributable to shareholders' of the Company | 9,658,502 | 12,369,172 | |
| Non-controlling interests [note 13] | (755,335) | (443,443) | |
| 8,903,167 | 11,925,729 | ||
| 17,611,007 | 20,611,906 | ||
| Contingencies [note 14] | |||
| Subsequent events [note 19] | |||
| The accompanying notes are an integral part of these condensed consolidated interim financial statements. | |||
| On behalf of the Board: | |||
| "Signed" | "Signed" | ||
| - 1 - |
QYOU Media Inc.
Condensed consolidated interim statements of loss and comprehensive loss
[unaudited] [expressed in Canadian dollars, except number of shares]
| For the three and six months ended June 30, | 2022 | 2021 | 2022 | 2021 |
| $ | $ | $ | $ | |
| REVENUE [note 18] | 6,883,363 | 2,614,899 | 12,118,043 | 2,823,450 |
| OPERATING EXPENSES | ||||
| Content and productions costs | 4,723,418 | 2,587,114 | 7,976,383 | 3,422,574 |
| Sales and marketing | 1,823,478 | 466,583 | 2,899,955 | 654,154 |
| Legal and consulting | 604,206 | 579,337 | 1,157,214 | 1,095,440 |
| Salaries and benefits | 1,407,224 | 991,932 | 2,355,030 | 1,091,021 |
| Share-based compensation | 846,415 | 1,183,506 | 1,870,042 | 2,060,675 |
| General and administrative | 466,071 | (6,155) | 884,826 | 177,696 |
| Depreciation and amortization | 174,644 | 32,446 | 265,496 | 64,822 |
| Gain on termination of lease | — | — | (12,437) | — |
| Gain on loan forgiveness | — | (211,472) | — | (211,472) |
| Loss on remeasurement of contingent consideration | 25,952 | — | 25,952 | — |
| Foreign exchange (gain) loss | 73,209 | 10,393 | (3,406) | 7,155 |
| Interest and other expenses | 52,598 | 22,627 | 154,238 | 55,686 |
| Total operating expenses | 10,197,215 | 5,656,311 | 17,573,293 | 8,417,751 |
| Loss before income taxes | (3,313,852) | (3,041,412) | (5,455,250) | (5,594,301) |
| Income tax expense | (16,838) | 45,240 | 149,964 | 45,240 |
| NET LOSS | (3,297,014) | (3,086,652) | (5,605,214) | (5,639,541) |
| Other comprehensive gain (loss) | ||||
| Item that may be reclassified subsequently to income: | ||||
| Exchange (loss) gain on translation of foreign operations | (36,376) | 8,621 | (181,305) | 91,985 |
| Total other comprehensive gain (loss) | (36,376) | 8,621 | (181,305) | 91,985 |
| COMPREHENSIVE LOSS | (3,333,390) | (3,078,031) | (5,786,519) | (5,547,556) |
| Net loss attributable to: | ||||
| Equity owners of the Company | (3,068,214) | (2,911,609) | (5,293,322) | (5,384,255) |
| Non-controlling interests [note 13] | (228,800) | (175,043) | (311,892) | (255,286) |
| (3,297,014) | (3,086,652) | (5,605,214) | (5,639,541) | |
| Net loss per share - basic and diluted | (0.01) | (0.01) | (0.01) | (0.02) |
| Weighted average number of shares outstanding - basic and diluted |
409,362,149 | 377,916,063 | 406,679,557 | 346,158,891 |
| The accompanying notes are an integral part of these condensed consolidated interim financial statements. | ||||
| - 2 - |
QYOU Media Inc.
Condensed consolidated interim statements of changes in shareholders’ equity (deficiency)
For the six months ended June 30, 2022 and 2021
[unaudited] [expressed in Canadian dollars, except number of shares]
| Common shares | Share capital | Warrants | Share-based payment reserve | Non-controlling interests | Foreign exchange translation reserve | Accumulated deficit | Total | |||||||||||||||||||||||||
| # | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Balance, December 31, 2020 | 265,733,521 | 26,862,214 | 2,215,005 | 6,911,264 | (296,520 | ) | (161,256 | ) | (35,846,120 | ) | (315,413 | ) | ||||||||||||||||||||
| Issuance of common shares and warrants, net of issuance costs [note 11] | 41,071,560 | 6,626,093 | 1,931,673 | 993,666 | — | — | — | 9,551,432 | ||||||||||||||||||||||||
| Share-based compensation [note 12] | — | — | — | 877,169 | — | — | — | 877,169 | ||||||||||||||||||||||||
| Compensation options and warrants exercised [note 11] | 51,956,812 | 5,016,593 | (349,703 | ) | (126,623 | ) | — | — | — | 4,540,267 | ||||||||||||||||||||||
| Restricted share units redeemed [note 12] | 8,958,338 | 1,631,000 | — | (1,631,000 | ) | — | — | — | — | |||||||||||||||||||||||
| Share options exercised [note 12] | 1,241,164 | 119,676 | — | (46,172 | ) | — | — | — | 73,504 | |||||||||||||||||||||||
| Exchange difference on translating foreign operations | — | — | — | — | — | 83,364 | — | 83,364 | ||||||||||||||||||||||||
| Comprehensive loss | — | — | — | — | (80,243 | ) | — | (2,472,646 | ) | (2,552,889 | ) | |||||||||||||||||||||
| Balance, June 30, 2021 | 368,961,395 | 40,255,576 | 3,796,975 | 6,978,304 | (376,763 | ) | (77,892 | ) | (38,318,766 | ) | 12,257,434 | |||||||||||||||||||||
| Balance, December 31, 2021 | 401,394,314 | 44,758,863 | 3,700,682 | 9,907,637 | (443,443 | ) | 120,235 | (46,118,245 | ) | 11,925,729 | ||||||||||||||||||||||
| Issuance of common shares, net of issuance costs [note 11] | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Share-based compensation [note 12] | — | — | — | 1,870,042 | — | — | — | 1,870,042 | ||||||||||||||||||||||||
| Compensation options and warrants exercised [note 11] | 16,428,163 | 1,016,751 | (113,176 | ) | (11,533 | ) | — | — | — | 892,042 | ||||||||||||||||||||||
| Restricted share units redeemed [note 12] | 4,516,675 | 1,170,500 | — | (1,170,500 | ) | — | — | — | — | |||||||||||||||||||||||
| Share options exercised [note 12] | 24,996 | 2,441 | — | (568 | ) | — | — | — | 1,873 | |||||||||||||||||||||||
| Exchange difference on translation foreign operations | — | — | — | — | — | (181,305 | ) | — | (181,305 | ) | ||||||||||||||||||||||
| Comprehensive loss | — | — | — | — | (311,892 | ) | — | (5,293,322 | ) | (5,605,214 | ) | |||||||||||||||||||||
| Balance, June 30, 2022 | 422,364,148 | 46,948,555 | 3,587,506 | 10,595,078 | (755,335 | ) | (61,070 | ) | (51,411,567 | ) | 8,903,167 | |||||||||||||||||||||
| The accompanying notes are an integral part of these condensed consolidated interim financial statements. |
| - 3 - |
QYOU Media Inc.
Condensed consolidated interim statements of cash flows
[unaudited] [expressed in Canadian dollars]
| For the six months ended June 30, | 2022 | 2021 |
| $ | $ | |
| Operating activities | ||
| Net loss | (5,605,214) | (5,639,541) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Gain on lease termination | (12,437) | — |
| Loss on remeasurement of contingent liability | 25,952 | — |
| Warrants issued for compensation | 3,133 | — |
| Unrealized foreign exchange (gain) loss | (314,893) | — |
| Depreciation and amortization | 265,496 | 64,822 |
| Share-based compensation | 1,870,042 | 2,060,675 |
| Gain on loan forgiveness | — | (211,472) |
| Income tax expense | 149,964 | — |
| Interest expense | 11,517 | 43,053 |
| (3,606,440) | (3,682,463) | |
| Changes in non-cash working capital items | ||
| Trade receivables | (816,104) | (1,235,722) |
| Other receivables | 542,999 | 67,031 |
| Prepaid expenses | 752,461 | (114,313) |
| Security deposit | 15,181 | 27,914 |
| Trade and other payables | 974,980 | 608,826 |
| Deferred revenue | (18,134) | (4,522) |
| Cash used in operating activities | (2,155,057) | (4,333,249) |
| Investing activities | ||
| Capitalized programming asset | (385,552) | — |
| Purchase of property and equipment | (87,117) | (5,914) |
| Contingent consideration payment | (570,311) | — |
| Acquisition of Chatterbox [note 4] | — | (1,882,560) |
| Cash used in investing activities | (1,042,980) | (1,888,474) |
| Financing activities | ||
| Repayment of lease obligation [note 10] | (132,666) | (65,653) |
| Repayment of loan | — | (937) |
| Proceeds from exercise of options [note 12] | 1,873 | 285,172 |
| Proceeds from exercise of compensation options and warrants [note 11] | 888,908 | 5,030,255 |
| Issuance of shares and warrants, net of issuance costs [note 11] | — | 9,551,442 |
| Cash provided by financing activities | 758,115 | 14,800,279 |
| Net change in cash and cash equivalents | (2,439,922) | 8,578,556 |
| Effect of foreign exchange on cash | 72,446 | (262,035) |
| Cash, beginning of period | 6,548,890 | 710,394 |
| Cash, end of period | 4,181,414 | 9,026,915 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
|
| - 4 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
| 1. | BUSINESS AND ORGANIZATION |
QYOU Media Inc. (“QYOU” or the “Company”) was incorporated pursuant to the Business Corporations Act (Alberta) on July 30, 1993 under the name “575161 Alberta Inc.”. The registered and head office of the Company is 154 University Avenue, Suite 601, Toronto, ON M5H 3Y9. The Company is a global media company that, through its subsidiaries, curate, produce and distributes content created by social media stars and digital content creators.
The Company has the following subsidiaries:
| Entity name | Country | Ownership percentage June 30, 2022 | Ownership percentage December 31, 2021 |
| % | % | ||
| QYOU Media Inc. | Canada | 100 | 100 |
| QYOU Productions Inc. | Canada | 100 | 100 |
| QYOU Limited | Ireland | 100 | 100 |
| QYOUTV International Limited | Ireland | 100 | 100 |
| QYOU USA Inc. | USA | 100 | 100 |
| QYOU Media India Private Ltd. | India | 88 | 88 |
| Chatterbox Technologies Private Ltd. | India | 98 | 97 |
Effective July 1, 2021, the Company amalgamated QYOU Media Inc. and a wholly-owned subsidiary QYOU Media Holdings Inc. into QYOU Media Inc.
Impact of COVID-19
During the three and six months ended June 30, 2022 and 2021, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19,” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The extent to which COVID-19 and any other pandemic or public health crisis impacts the Company’s business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be predicted with any meaningful precision, including new information which may emerge concerning the severity of the COVID-19 virus and the actions required to contain the COVID-19 virus or remedy its impact, among others.
Change of Fiscal Year-end
Effective in 2021, the Company changed its fiscal year end from June 30 to December 31 in order to align the Company’s year-end with that of comparative media companies. Accordingly, the condensed consolidated interim financial statements present the statements of financial position as at June 30, 2022 and December 31, 2021, and the results of operations for the three and six months ended June 30, 2022 and 2021.
| 2. | BASIS OF PRESENTATION |
| [a] | Statement of Compliance |
These unaudited condensed consolidated interim financial statements (“financial statements”) were prepared using the same accounting policies and methods as those used in the Company’s audited consolidated financial statements for the six months ended December 31, 2021. These financial statements have been prepared in compliance with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) have been omitted or condensed. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the six months ended December 31, 2021.
| - 5 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
The timely preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies, if any, as at the date of the financial statements, and the reported amounts of revenue and expenses during the three and six months ended June 30, 2022. By their nature, estimates are subject to measurement uncertainty and changes in such estimates in future periods could require a material change in the financial statements.
These financial statements were approved and authorized for issuance by the Board of Directors of the Company on August 29, 2022.
| [b] | Functional Currency and Presentation Currency |
These financial statements are presented in Canadian dollars, which is the functional currency of QYOU Media Inc.
The functional currencies of the Company’s subsidiaries are as follows:
| Name of Subsidiary | Jurisdiction of incorporation | Functional currency | |
| QYOU Media Inc. | Canada | Canadian dollar | |
| QYOU Productions Inc. | Canada | Canadian dollar | |
| QYOU Limited | Ireland | Euro | |
| QYOUTV International Limited | Ireland | Euro | |
| QYOU USA Inc. | USA | US dollar | |
| QYOU Media India Private Ltd. | India | Indian rupee | |
| Chatterbox Technologies Private Ltd. | India | Indian rupee | |
| [c] | Basis of Consolidation |
The interim financial statements incorporate the financial information of the Company and the subsidiaries over which the Company has control. An entity is controlled when the Company has the ability to direct the relevant activities of the entity, has exposure or rights to variable returns from its involvement with the entity and is able to use its power over the entity to affect its returns from the entity.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control as prescribed by IFRS 10 - Consolidated Financial Statements.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the unaudited consolidated interim statements of operations and comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.
All intercompany assets and liabilities, equity, income, expenses and cash flows are eliminated in full on consolidation.
| [d] | Use of Estimates and Judgments |
The preparation of these financial statements in conformity with IFRS requires management to make estimates and judgments that affect the application of accounting policies and the reported amounts of assets and liabilities, consistent with those disclosed in the audited consolidated financial statements for the six months ended December 31, 2021 and described in these financial statements. Actual results could differ from these estimates.
Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
| - 6 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
| 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The significant accounting policies used in preparing these financial statements are unchanged from those disclosed in the Company’s audited consolidated financial statements for the six months ended December 31, 2021, and have been applied consistently to all periods presented in these financial statements.
New standards, amendments and interpretations not yet adopted by the Company
The following new accounting standards have been issued but not yet adopted by the Company as at June 30, 2022:
IAS 1, Presentation of Financial Statements (“IAS 1”)
In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1). The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the consolidated statements of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity.
The amendments are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted. In July 2020, the effective date was deferred to January 1, 2023. The Company is still assessing the impact of adopting these amendments on its financial statements.
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statements 2, Making Materiality Judgements, to help entities provide accounting policy disclosures that are more useful by replacing the requirement to disclose "significant" accounting policies with a requirement to disclose "material" accounting policies. The amendments are effective for annual periods beginning on or after January 1, 2023, with earlier application permitted. The Company is currently evaluating the impact of these amendments on its financial statements and will apply the amendments from the effective date.
IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”)
In February 2021, the IASB issued Definition of Accounting Estimates, which amends IAS 8. The amendment replaces the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. The amendment provides clarification to help entities to distinguish between accounting policies and accounting estimates.
The amendments are effective for annual periods beginning on or after January 1, 2023. The Company is still assessing the impact of adopting these amendments on its financial statements.
IAS 12, Income Taxes (“IAS 12”)
In May 2021, the IASB issued Deferred Tax related to Assets and Liabilities arising from a single transaction (Amendments to IAS 12). The amendment narrows the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offset temporary differences. As a result, companies will need to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition of transactions such as leases and decommissioning obligations.
The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. The Company is still assessing the impact of adopting these amendments on its financial statements.
| - 7 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
| 4. | BUSINESS COMBINATION |
Chatterbox
On June 14, 2021, the Company acquired 97% of the outstanding common shares of Chatterbox, an influencer marketing company based in India for total consideration of $4,711,063, as part of the Company’s international distribution and strategic partnerships growth strategy. The purchase consideration consisted of cash consideration of $2,630,345, working capital adjustment of $106,837, 2021 earnings before income tax, depreciation and amortization (“EBITDA”) adjustments of ($68,103) and $2,552,135 of contingent consideration.
The share acquisition of Chatterbox qualified as a business combination and was accounted for using the acquisition method of accounting. Accordingly, the results of Chatterbox have been included in the condensed consolidated interim financial statements of the Company from the date of acquisition, which is the date the Company obtained control.
The allocation of the total consideration to the fair value of the identifiable assets acquired and liabilities assumed as at the date of the acquisition was as follows:
| $ | |||
| Cash and cash equivalents | 747,785 | ||
| Trade receivables | 256,259 | ||
| Other receivables | 50,718 | ||
| Customer relationships | 298,438 | ||
| Brand name | 619,802 | ||
| Goodwill | 3,231,125 | ||
| Trade and other payables | (260,919) | ||
| Deferred tax liabilities | (232,145) | ||
| 4,711,063 |
Goodwill arising from the acquisition reflects the benefits attributable to synergies, revenue growth and future market development. These benefits were not recognized separately from goodwill because they did not meet the recognition criteria for identifiable intangible assets. Goodwill is not deductible for income tax purposes.
During the fiscal period ending December 31, 2021, the Company paid additional consideration related to working capital adjustments of $106,837, with net post acquisition measurement adjustments of $37,352. The contingent consideration is classified as Level 3 in the fair value hierarchy. The contingent consideration fair value is based on the present value of the estimated likely obligation.
During the three and six months ended June 30, 2022, the Company recorded a loss on the remeasurement of contingent consideration of $25,952, made a payment of $570,311 and as at June 30, 2022, the fair value of the contingent consideration was $1,991,078 (December 31, 2021 of $2,638,912). The Company received an additional 1% of the shares of Chatterbox in connection with the first contingent consideration payment. The Company uses a scenario-based model to independently assess individual earnouts and calculate the fair value of the earnout based on probabilities of success attributable to each individual scenario. The significant assumptions used in making the estimates are revenue growth rate and discount rate. A 10% change in the discount rate used in the valuation of the contingent consideration as at June 30, 2022 would change the valuation of the liability by approximately $118,000.
The Non-Controlling Interest (“NCI”) on the transaction meets the definition of a liability as the Company is obligated to purchase the remaining 2% of common shares. The amount payable is included in contingent consideration and is measured at fair valued through profit or loss.
| - 8 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
The contingent consideration as at June 30, 2022:
| Earnout | |
| $ | |
| As at December 31, 2020 | — |
| Acquisition - Chatterbox | 2,186,960 |
| Loss on remeasurement of contingent consideration |
393,950 |
| Effects of foreign exchange | 58,002 |
| Balance – December 31, 2021 | 2,638,912 |
| Loss on remeasurement of contingent consideration |
25,952 |
| Payment of contingent consideration | (570,311) |
| Effects of foreign exchange | (103,475) |
| Balance – June 30, 2022 | 1,991,078 |
| Current | 978,930 |
| Non-current | 1,012,148 |
| - 9 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
| 5. | PROPERTY AND EQUIPMENT |
The Company’s property and equipment are as follows:
| Computer hardware and equipment | Furniture and fixtures | Total | |
| Cost | $ | $ | $ |
| As at December 31, 2020 | 228,974 | 273,291 | 502,265 |
| Additions | 36,613 | 31,475 | 68,088 |
| Foreign exchange | (1,615) | 11,823 | 10,208 |
| As at December 31, 2021 | 263,972 | 316,589 | 580,561 |
| Additions | 78,557 | 8,560 | 87,117 |
| Foreign exchange | 1,071 | (1,482) | (411) |
| As at June 30, 2022 | 343,600 | 323,667 | 667,267 |
| Computer hardware and equipment | Furniture and fixtures | Total | |
| Accumulated depreciation | $ | $ | $ |
| As at December 31, 2020 | 207,475 | 241,392 | 448,867 |
| Depreciation | 7,107 | 9,350 | 16,457 |
| Foreign exchange | (1,475) | 12,014 | 10,539 |
| As at December 31, 2021 | 213,107 | 262,756 | 475,863 |
| Depreciation | 24,338 | 5,028 | 29,366 |
| Foreign exchange | (1,149) | (33) | (1,182) |
| As at June 30, 2022 | 236,296 | 267,751 | 504,047 |
| Computer hardware and equipment | Furniture and fixtures | Total | |
| Net book value | $ | $ | $ |
| As at December 31, 2021 | 50,865 | 53,833 | 104,698 |
| As at June 30, 2022 | 107,304 | 55,916 | 163,220 |
| - 10 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
| 6. | CAPITALIZED PROGRAMMING ASSET |
The Company’s capitalized programming asset are as follows:
| Cost | $ |
| As at December 31, 2020 | — |
| Additions | 211,501 |
| Effects of foreign exchange | 2,665 |
| As at December 31, 2021 | 214,166 |
| Additions | 385,552 |
| Effects of foreign exchange | (17,607) |
| As at June 30, 2022 | 582,111 |
| Accumulated amortization | $ |
| As at December 31, 2020 | — |
| Amortization | 24,406 |
| Effects of foreign exchange | 307 |
| As at December 31, 2021 | 24,713 |
| Amortization | 83,998 |
| Effects of foreign exchange | (2,908) |
| As at June 30, 2022 | 105,803 |
| Net book value | $ |
| As at December 31, 2021 | 189,453 |
| As at June 30, 2022 | 476,308 |
| - 11 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
| 7. | INTANGIBLE ASSETS |
A summary of the Company’s intangible assets are as follows:
| Brand QYOU | Brand Chatterbox | Customer relationships | Total | |
| $ | $ | $ | $ | |
| As at December 31, 2020 | 92,265 | — | — | 92,265 |
| Acquisition - Chatterbox | — | 619,802 | 298,438 | 918,240 |
| Effects of foreign exchange | (7,194) | 16,439 | 7,915 | 17,160 |
| As at December 31, 2021 | 85,071 | 636,241 | 306,353 | 1,027,665 |
| Effects of foreign exchange | (5,462) | (26,899) | (12,952) | (45,313) |
| As at June 30, 2022 | 79,609 | 609,342 | 293,401 | 982,352 |
| Brand QYOU | Brand Chatterbox | Customer relationships | Total | |
| Accumulated amortization | $ | $ | $ | $ |
| As at December 31, 2020 | — | — | — | — |
| Amortization | — | — | 27,755 | 27,755 |
| Effects of foreign exchange | — | — | 1,971 | 1,971 |
| As at December 31, 2021 | — | — | 29,726 | 29,726 |
| Amortization | — | — | 12,338 | 12,338 |
| Effects of foreign exchange | — | — | (3,083) | (3,083) |
| As at June 30, 2022 | — | — | 38,981 | 38,981 |
| Brand QYOU | Brand Chatterbox | Customer relationships | Total | |
| Net book value | $ | $ | $ | $ |
| As at December 31, 2021 | 85,071 | 636,241 | 276,627 | 997,939 |
| As at June 30, 2022 | 79,609 | 609,342 | 254,420 | 943,371 |
| 8. | GOODWILL |
A summary of the Company’s goodwill is as follows:
| $ | |
| As at December 31, 2020 | — |
| Acquisition - Chatterbox | 3,231,125 |
| Chatterbox - Working capital adjustments | 37,352 |
| Effects of foreign exchange | 131,162 |
| Balance – December 31, 2021 | 3,399,639 |
| Effects of foreign exchange | (143,731) |
| Balance – June 30, 2022 | 3,255,908 |
| - 12 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
| 9. | RIGHT-OF-USE ASSETS |
The Company has three office leases with maturities ranging between 1 to 3 years.
The Company’s right-of-use assets are as follows:
| $ | |
| Balance – December 31, 2020 | 421,531 |
| Additions | 467,462 |
| Depreciation | (128,517) |
| Effects of foreign exchange | (7,209) |
| Balance – December 31, 2021 | 753,267 |
| Additions | - |
| Termination of lease | (149,707) |
| Depreciation | (115,602) |
| Effects of foreign exchange | (20,655) |
| Balance – June 30, 2022 | 467,303 |
| 10. | LEASE LIABILITIES |
The Company’s lease liabilities are as follows:
| $ | |
| Balance – December 31, 2020 | 451,429 |
| Additions | 467,462 |
| Add: Interest expense | 40,468 |
| Less: Lease payments | (151,826) |
| Effects of foreign exchange | (6,700) |
| Balance – December 31, 2021 | 800,833 |
| Additions | - |
| Termination of lease | (162,144) |
| Add: Interest expense | 11,517 |
| Less: Lease payments | (132,666) |
| Effects of foreign exchange | (1,566) |
| Balance – June 30, 2022 | 515,974 |
| Current | 223,278 |
| Non-current | 292,696 |
In March of 2022, the Company terminated its lease agreement for office space for the QYOU Media India Private Ltd. and recognized a gain on termination of $nil during the three months ended June 30, 2022 (2021 - $nil) and $12,437 during the six months ended June 30, 2022 (2021 - $nil).
| - 13 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
| 11. | SHARE CAPITAL |
| Common shares | Share capital | Warrants | Warrants | Compensation options | Compensation options amount within share-based payment reserve | |||||||||||||||||||
| # | $ | # | $ | # | $ | |||||||||||||||||||
| Balance, December 31, 2020 | 265,733,521 | 26,862,214 | 72,037,552 | 2,215,005 | 9,219,635 | 635,893 | ||||||||||||||||||
| Issuance of common shares and warrants, net of issuance costs [a] [b] | 48,968,435 | 8,786,984 | 20,535,780 | 1,931,673 | 3,285,724 | 993,666 | ||||||||||||||||||
| Compensation options and warrants exercised [c] [d] | 69,361,582 | 6,646,820 | (56,898,507 | ) | (445,996 | ) | (8,174,553 | ) | (186,482 | ) | ||||||||||||||
| RSU Redeemed [e] | 11,925,007 | 1,931,333 | — | — | — | — | ||||||||||||||||||
| Share options exercised [f] | 5,322,436 | 492,762 | — | — | — | — | ||||||||||||||||||
| Share-based compensation [g] | 83,333 | 38,750 | — | — | — | — | ||||||||||||||||||
| Compensation options
and warrants expired | — | — | (14,250 | ) | — | (189,907 | ) | — | ||||||||||||||||
| Balance, December 31, 2021 | 401,394,314 | 44,758,863 | 35,660,575 | 3,700,682 | 4,140,899 | 1,443,077 | ||||||||||||||||||
| Compensation options and warrants exercised [h] | 16,428,163 | 1,016,751 | (15,062,291 | ) | (113,176 | ) | (910,582 | ) | (14,665 | ) | ||||||||||||||
| RSUs redeemed [i] | 4,516,675 | 1,170,500 | — | — | — | — | ||||||||||||||||||
| Share options exercised [j] | 24,996 | 2,441 | — | — | — | — | ||||||||||||||||||
| Compensation options
and warrants expired | — | — | (37,504 | ) | — | (17,500 | ) | — | ||||||||||||||||
| Balance, June 30, 2022 | 422,364,148 | 46,948,555 | 20,560,780 | 3,587,506 | 3,212,817 | 1,428,412 | ||||||||||||||||||
| [a] | During the three months ended March 31, 2021, the Company completed the issuance of 41,071,560 units of the Company as part of a private placement at a price of $0.28 per unit. The total gross proceeds from the issuance was $11,500,037. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant exercisable to purchase one common share at a price of $0.45 (a “45 Cent Warrant”). |
Each 45 Cent Warrant is exercisable to purchase one common share in the capital of the Company at a price of $0.45 per 45 Cent Warrant Share until February 25, 2023. The fair value of each 45 Cent Warrant is $0.1837 per warrant, calculated using the Black-Scholes options pricing model with a market price per common share of $0.315 on the date of grant, a risk-free interest rate of 0.32%, an expected annualized volatility of 131% and expected dividend yield of 0%.
Total transaction costs consisted of $2,942,270 in cash and issuance of 3,285,724 compensation options to the agents in connection with the transaction. Each compensation option is exercisable into one unit until February 25, 2023 at a price of $0.28. Total fair value of the compensation options was determined to be $993,666. The fair value of the compensation units was determined using the Black-Scholes options pricing model with a market price per common share of $0.315, a risk-free interest rate of 0.32%, an expected annualized volatility of 131% and expected dividend yield of 0%.
| [b] | On August 16, 2021 the Company completed the issuance of 7,896,875 common shares as part of a non-brokered private placement at a price of $0.32 per share. Total gross proceeds from the issuance was $2,527,000. In addition to the issuance of common shares, the Company also granted the investor a right to subscribe for an additional US $2,000,000 worth of common shares between January 1, 2022 and March 31, 2022 at the greater of $0.42 per share and a discounted price based on the volume weighted-average price of the common shares on the TSXV. The option meets the definition of a derivative liability, and as such was initially recognized at its fair value of $114,532. The fair value of the liability was estimated by utilizing a Monte Carlo simulation. As at December 31, 2021, the Company revalued the liability relating to the derivative, and determined that the fair value was $nil, due to decreases in the trading price of the Company’s common shares on the TSXV. As such, the Company has recognized a gain on revaluation of derivative liability in the consolidated statements of loss and comprehensive loss of $114,532 in the six months ended December 31, 2021. Total transaction costs consisted of $251,577 in cash. On the date of the investment, the Company purchased media credits in the amount of $2,000,000 USD from the investor. Of this amount, $381,852 CAD remains in the prepaid expenses as of June 30, 2022 to be utilized over the remaining fiscal year. |
| - 14 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
| [c] | During the twelve months ended December 31, 2021, 8,174,553 compensation options were exercised for proceeds of $413,425. Upon exercise of the compensation options the Company issued 8,174,553 common shares, 2,189,092 5 Cent Warrants, 332,500 8 Cent Warrants, 844,541 10 Cent Warrants, 897,389 12 Cent Warrants and 25,000 45 Cent Warrants. |
| [d] | During the twelve months ended December 31, 2021, 17,489,913 5 Cent Warrants, 4,152,510 8 Cent Warrants, 19,118,750 10 Cent Warrants and 20,425,856 12 Cent Warrants were exercised for proceeds of $4,702,478. Upon the exercise of the warrants the Company issued 61,187,029 common shares. |
| [e] | During the twelve months ended December 31, 2021, 11,925,007 restricted share units were redeemed for 11,925,007 common shares. |
| [f] | During the twelve months ended December 31, 2021, 5,322,436 share options were exercised for proceeds of $298,505. Upon the exercise of the share options 5,322,436 common shares were issued. |
| [g] | During the twelve months ended December 31, 2021, the Company issued 83,333 common shares to a non-related party resulting in a recognition of $34,583 share-based compensation expense. |
| [h] | During the six months ended June 30, 2022, 2,249,990 8 cent warrants and 13,267,591 5 cent warrants were exercised for proceeds of $843,379. Upon the exercise of the warrants the Company issued 15,517,581 common shares. In addition, 910,582 compensation options were exercised for proceeds of $45,529. Upon exercise of the compensation options, the Company issued 910,582 common shares and 455,290 5 Cent Warrants. |
| [i] | During the six months ended June 30, 2022, 4,516,675 restricted share units were redeemed for 4,516,675 common shares. |
| [j] | During the six months ended June 30, 2022, 24,996 share options were exercised for proceeds of $1,875. Upon the exercise of the share options, 24,996 common shares were issued. |
The following is a summary of the Company’s warrants outstanding as at June 30, 2022:
| Expiry date | Exercise price | Number Outstanding |
| $ | # | |
| Saturday, February 25, 2023 | 0.45 | 20,560,780 |
The following is a summary of the Company’s warrants outstanding as at December 31, 2021:
| Expiry date | Exercise price | Number Outstanding |
| $ | # | |
| Friday, February 11, 2022 | 0.08 | 2,249,990 |
| Thursday, June 30, 2022 | 0.05 | 12,849,805 |
| Saturday, February 25, 2023 | 0.45 | 20,560,780 |
| 0.28 | 35,660,575 |
| - 15 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
| 12. | SHARE-BASED COMPENSATION |
The Company has established a share option plan and restricted share unit (“RSU”) plan for directors, officers, employees and consultants of the Company. The Company’s Board of Directors determines, among other things, the eligibility of individuals to participate in these plans and the term, vesting periods, and the exercise price of share options granted to individuals under the share option plan.
Each share option converts into one common share of the Company on exercise and on receipt of exercise price. Each RSU converts into one common share of the Company on the date of vesting at $nil exercise price. Share options may be exercised at any time from the date of vesting to the date of their expiry.
| [i] | Share options |
Changes in the number of share options during the six months ended June 30, 2022, and twelve months ended December 31, 2021 were as follows:
| Number of options | Weighted average exercise price | |
| # | $ | |
| Outstanding as at December 31, 2020 | 22,500,541 | 0.15 |
| Granted | 19,125,000 | 0.28 |
| Forfeited | (260,938) | 0.36 |
| Expired | (112,513) | 0.35 |
| Cancelled | (150,000) | 0.30 |
| Exercised | (5,322,436) | 0.05 |
| Outstanding as at December 31, 2021 | 35,779,654 | 0.23 |
| Granted | 2,185,000 | 0.21 |
| Forfeited | (4,231,771) | 0.50 |
| Exercised | (24,996) | 0.08 |
| Outstanding as at June 30, 2022 | 33,707,887 | 0.19 |
There were 2,185,000 share options granted for the three months ended June 30, 2022. The fair value of share options granted during the six months ended June 30, 2022 and twelve months ended December 31, 2021 at the date of grant using the Black Scholes option pricing model using the following inputs:
| June 30, 2022 | December 31, 2021 | |
| Grant date share price | $0.21 | $0.18 - $0.38 |
| Exercise price | $0.21 | $0.18 - $0.37 |
| Expected dividend yield | -- | -- |
| Risk free interest rate | 2.47% | 0.35% - 1.56% |
| Expected life | 5 years | 5 years |
| Expected volatility | 111% | 100% - 115% |
Expected volatility was estimated by using the historical volatility of the Company. The expected option life represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on government bonds with a remaining term equal to the expected life of the options.
| - 16 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
The following table is a summary of the Company’s share options outstanding as at June 30, 2022:
| Exercise price | Number outstanding | Weighted average remaining contractual life [years] | Exercise price | Number exercisable | ||||||||||||||
| $ | # | # | $ | # | ||||||||||||||
| 0.050 | 7,622,903 | 3.02 | 0.050 | 4,232,359 | ||||||||||||||
| 0.060 | 2,000,000 | 1.96 | 0.060 | 2,000,000 | ||||||||||||||
| 0.075 | 2,874,982 | 1.66 | 0.075 | 2,497,504 | ||||||||||||||
| 0.180 | 4,350,000 | 3.58 | 0.180 | 1,540,672 | ||||||||||||||
| 0.210 | 2,185,000 | 4.78 | 0.210 | 91,024 | ||||||||||||||
| 0.275 | 3,425,000 | 4.40 | 0.275 | 688,600 | ||||||||||||||
| 0.300 | 8,600,002 | 3.67 | 0.300 | 2,652,942 | ||||||||||||||
| 0.360 | 2,000,000 | 3.96 | 0.360 | 500,016 | ||||||||||||||
| 0.370 | 300,000 | 3.91 | 0.370 | 81,250 | ||||||||||||||
| 0.500 | 350,000 | 0.32 | 0.500 | 350,000 | ||||||||||||||
| 0.192 | 33,707,887 | 3.37 | 0.149 | 14,634,367 | ||||||||||||||
The following table is a summary of the Company’s share options outstanding as at December 31, 2021:
| Exercise price | Number outstanding | Weighted average remaining contractual life [years] | Exercise price | Number exercisable | ||||||||||||||
| $ | # | # | $ | # | ||||||||||||||
| 0.050 | 7,622,903 | 3.51 | 0.050 | 3,338,622 | ||||||||||||||
| 0.060 | 2,000,000 | 2.45 | 0.060 | 2,000,000 | ||||||||||||||
| 0.075 | 2,899,979 | 2.16 | 0.075 | 2,242,516 | ||||||||||||||
| 0.180 | 4,350,000 | 4.07 | 0.180 | 996,908 | ||||||||||||||
| 0.275 | 3,425,000 | 4.90 | 0.275 | 65,634 | ||||||||||||||
| 0.300 | 8,600,001 | 4.17 | 0.300 | 1,751,962 | ||||||||||||||
| 0.360 | 2,000,000 | 4.45 | 0.360 | 250,008 | ||||||||||||||
| 0.370 | 300,000 | 4.41 | 0.370 | 43,750 | ||||||||||||||
| 0.500 | 4,581,771 | 0.29 | 0.500 | 4,581,771 | ||||||||||||||
| 0.228 | 35,779,654 | 3.35 | 0.234 | 15,271,171 | ||||||||||||||
| - 17 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
| [ii] | RSUs |
Changes in the number of RSUs during the six months ended June 30, 2022 and twelve months ended December 31, 2021 were as follows:
| Number of RSUs | Number exercisable | |
| # | # | |
| Outstanding as at December 31, 2020 | 16,225,000 | 7,575,000 |
| Vested | — | 4,350,007 |
| Granted | 13,650,000 | — |
| Forfeited | — | — |
| Redeemed | (11,925,007) | (11,925,007) |
| Outstanding as at December 31, 2021 | 17,949,993 | — |
| Vested | — | 4,516,675 |
| Granted | 550,000 | — |
| Forfeited | — | — |
| Redeemed | (4,516,675) | (4,516,675) |
| Outstanding as at June 30, 2022 | 13,983,318 | — |
550,000 RSUs were granted during the six months ended June 30, 2022 (twelve months ended December 31, 2021 - 113,650,000).
During the three and six months ended June 30, 2022 and 2021, the Company recognized the share-based compensation expense associated with share options and RSUs issued under the share options and RSU plans as follows:
| For the three and six months ended June 30, | 2022 | 2021 | 2022 | 2021 |
| $ | $ | $ | $ | |
| Share options | 461,116 | 664,514 | 941,134 | 1,124,190 |
| RSUs | 385,299 | 518,992 | 928,908 | 936,485 |
| Share-based compensation expense | 846,415 | 1,183,506 | 1,870,042 | 2,060,675 |
| 13. | NON-CONTROLLING INTEREST |
The Company has an 88% (December 31, 2021 - 88%) ownership interest in QYOU India.
Reconciliation of non-controlling interest is as follows:
| $ | |
| Balance — December 31, 2020 | (296,520) |
| Share of net loss for the period | (146,923) |
| Balance — December 31, 2021 | (443,443) |
| Share of net loss for the period | (311,892) |
| Balance — June 30, 2022 | (755,335) |
| - 18 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
The following is a summary of QYOU India’s stand-alone financial results:
| As at June 30, 2022 | As at December 31, 2021 | |
| $ | $ | |
| Current assets | 5,532,814 | 4,638,638 |
| Non-current assets | 673,635 | 380,458 |
| Current liabilities | 1,935,780 | 1,179,431 |
| Non-Current liabilities | 231,987 | 447,079 |
| For the three and six months ended | For the three and six months ended | |
| June 30, 2022 | June 30, 2021 | |
| $ | $ | |
| Revenue (three months ended) | 2,508,683 | 747,914 |
| Revenue (six months ended) | 4,737,391 | 808,877 |
| Net income (loss) (three months ended) | (1,946,144) | (1,180,680) |
| Net income (loss) (six months ended) | (2,638,574) | (1,849,367) |
| 14. | CONTINGENCIES |
In the ordinary course of business, from time to time the Company is involved in various claims related to operations, rights, commercial, employment or other claims. Although such matters cannot be predicted with certainty, management does not consider the Company’s exposure to these claims to be material to these financial statements.
| 15. | RELATED PARTY TRANSACTIONS |
Key management personnel and directors include the Company’s CEO, CFO, executives and members of the Board of Directors. The compensation paid or payable to key management and directors comprised of the following:
Compensation expense for the Company’s key management personnel for the six months ended June 30, 2022 and 2021 were as follows:
| For the six months ended June 30, | 2022 | 2021 |
| $ | $ | |
| Salaries, benefits and consulting fees | 1,115,458 | 733,200 |
| Share-based payments | 813,896 | 1,280,619 |
| 1,929,354 | 2,013,819 |
Included in trade and other payables is $nil (December 31, 2021 - $167,126) owing to executives for expense reimbursement and sales commissions.
| - 19 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
| 16. | FINANCIAL INSTRUMENTS |
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from deposits with banks and outstanding receivables. The Company trades only with recognized, creditworthy third parties. The Company performs credit checks for all customers who wish to trade on credit terms. As at June 30, 2022, two customers represented 34% (December 31, 2021, two customers represented 37%) of the outstanding trade receivable balance. As at June 30, 2022, the Company recorded a provision of $49,855 for expected credit loss (December 31, 2021 - $32,238).
The Company does not hold any collateral as security but mitigates this risk by dealing only with what management believes to be financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance.
The aging of trade receivables is as follows:
| June 30, 2022 | December 31, 2021 | |
| $ | $ | |
| Current | 3,245,524 | 2,336,188 |
| 1 to 30 days | 1,058,928 | 571,824 |
| 31 to 60 days | 75,832 | 929,652 |
| > 60 days | 617,134 | 326,033 |
| 4,997,418 | 4,163,697 | |
| Less: credit loss impairment | 49,855 | 32,238 |
| Total trade receivables | 4,947,563 | 4,131,459 |
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s exposure to liquidity risk is dependent on the Company’s ability to raise additional financing to meet its commitments and sustain operations. The Company mitigates liquidity risk by management of working capital, cash flows and the issuance of share capital.
The Company is obligated to the following contractual maturities of undiscounted cash flows:
| Contractual cash flows | ||||||||||||||||||||||||||||
| Carrying amount | Total
contractual cash flows | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 and beyond | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Trade and other payables | 5,675,219 | 5,675,219 | 5,675,219 | — | — | — | — | |||||||||||||||||||||
| Lease liabilities | 515,974 | 601,194 | 240,201 | 233,652 | 127,341 | — | — | |||||||||||||||||||||
| Contingent consideration | 1,991,078 | 2,692,685 | 1,130,401 | 1,562,284 | — | — | — | |||||||||||||||||||||
| Borrowings | 61,608 | 312,006 | 11,176 | 11,176 | 11,176 | 11,176 | 267,302 | |||||||||||||||||||||
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk.
Foreign Currency risk
Foreign currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The Company’s primary exposure with respect to foreign currencies is from USD and Indian Rupee denominated cash and other payables. A 1% change in the foreign exchange rates would not result in any significant impact to the financial statements.
| - 20 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to cash flow interest rate risk as at June 30, 2022.
Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Company is not exposed to other price risks as at June 30, 2022.
Fair values
The carrying values of cash and cash equivalents, trade receivables, other receivables and trade and other payables approximate the fair values due to the short-term nature of these items. The risk of material change in fair value is not considered to be significant due to a relatively short-term nature. The carrying value of borrowings approximate the fair value and change risk of material change in fair value is not considered to be significant. The Company does not use derivative financial instruments to manage this risk.
Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based on the lowest-level input significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:
| • | Level 1 - Unadjusted quoted prices as at the measurement date for identical assets or liabilities in active markets. |
| • | Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
| • | Level 3 - Significant unobservable inputs, which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.
The contingent consideration is recognized as Level 3 (Note 4) and recorded at fair value through profit and loss.
| 17. | CAPITAL MANAGEMENT |
The Company defines its capital as shareholders’ equity. The Company’s objectives when managing capital are to build liquidity and shareholders’ equity to ensure that strategic objectives are met. The Company makes every attempt to manage its liquidity to minimize shareholder dilution when possible.
The Company policy on dividends is to retain cash to keep funds available to finance operations and growth.
| - 21 - |
| QYOU Media Inc. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| [unaudited] [expressed in Canadian dollars, unless otherwise noted] |
| June 30, 2022 and 2021 |
Capital structure is managed within guidelines approved by the Board of Directors. The Company makes adjustments to its capital structure based on changes in economic conditions and planned requirements. The Company has the ability to adjust its capital structure by issuing new equity or debt.
| 18. | SEGMENT INFORMATION |
Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, with appropriate aggregation. The chief operating decision maker is the CEO who is responsible for allocating resources, assessing performance of the reportable segment and making key strategic decisions. The Company operates in a single segment, being the distribution of curated media content. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.
The Company operates in four geographical areas, being Canada, United States of America, Ireland and India. Revenue and assets, net of intercompany balances, by geography are presented below:
| As at and for the three and six months ended June 30, 2022 | ||||||||||||||||||||
| Canada | USA | Ireland | India | Total | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| Revenue (three months ending June 30, 2022) | — | 2,526,692 | (240 | ) | 4,356,911 | 6,883,363 | ||||||||||||||
| Revenue (six months ending June 30, 2022) | — | 3,890,691 | 10,825 | 8,216,527 | 12,118,043 | |||||||||||||||
| Current assets | 1,892,269 | 2,792,160 | 12,593 | 8,187,929 | 12,884,951 | |||||||||||||||
| Non-current assets | 4,625,170 | 42,161 | 79,609 | 1,147,032 | 5,893,972 | |||||||||||||||
| As at and for the three and six months ended June 30, 2021 | ||||||||||||||||||||
| Canada | USA | Ireland | India | Total | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| Revenue (three months ending June 30, 2021) | — | 1,458,306 | 22,630 | 1,133,963 | 2,614,899 | |||||||||||||||
| Revenue (six months ending June 30, 2021) | — | 1,553,097 | 75,427 | 1,194,926 | 2,823,450 | |||||||||||||||
| Current assets | 6,784,982 | 1,091,438 | 40,090 | 3,749,331 | 11,665,841 | |||||||||||||||
| Non-current assets | 349,529 | 43,185 | 87,700 | 4,222,565 | 4,702,979 | |||||||||||||||
As at June 30, 2022, one customer (2021 - three customers) represented 10% or more of total revenue.
| June 30, 2022 | June 30, 2021 | |
| % | % | |
| Customer 1 | 14 | 19 |
| Customer 2 | 7 | 17 |
| Customer 3 | 6 | 14 |
| Percentage of total revenue | 27 | 50 |
| 19. | SUBSEQUENT EVENTS |
From July 1, 2022 to August 29, 2022, 8,332 share options were exercised for total proceeds of $625, resulting in the issuance of 8,332 common shares.
On August 15, 2022, 1,216,667 RSUs were redeemed for 1,216,667 common shares. Of the total, 466,667 RSUs were redeemed by related parties.
| - 22 - |
Exhibit 99.2
QYOU MEDIA INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three and six months ended June 30, 2022 and 2021
August 29th, 2022
QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
The purpose of this Management’s Discussion and Analysis (“MD&A”) is to provide the reader with an overview of the consolidated financial position, operating results, and cash flows of QYOU Media Inc. (“QYOU” or the “Company”) for the three and six months ended June 30, 2022 and 2021. This MD&A was prepared as of August 29, 2022 and should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal period ended December 31, 2021 and years ended June 30, 2021 and 2020, and the notes related thereto (the “Annual Financial Statements”), the unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2022 and 2021 (the “Interim Financial Statements”) and with the annual MD&A for the fiscal period ended December 31, 2021.
The Interim Financial Statements have been prepared by management in accordance with generally accepted accounting principles in Canada, as set out in the Chartered Professional Accountant of Canada Handbook - Accounting which incorporates International Financial Reporting Standards [“IFRS”] as issued by the International Accounting Standards Board, using International Accounting Standard 34 - Interim Financial Reporting [“IAS 34”]. IFRS requires management to make certain judgments, estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the amount of revenue and expenses incurred during the reporting period. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods
All amounts are expressed in Canadian dollars unless otherwise noted. References in this MD&A to the “Company”, “QYOU”, “we”, “us” or “our” means QYOU and its subsidiaries.
Change of Fiscal Year-end
During February 2022, pursuant to Section 4.8(2) of National Instrument 51-102 - Continuous Disclosure Obligations, the Company provided notice that it decided to change its fiscal year end from June 30 to December 31 to align the Company’s year-end with that of comparable media companies, allowing investors to more easily compare quarterly and annual financial results. Accordingly, the consolidated financial statements present the statements of financial position as at June 30, 2022 and December 31, 2021, and the results of operations for the three and six months ended June 30, 2022 and 2021.
This MD&A includes forward looking statements and assumptions (see “Forward-looking Statements”). The Company’s continuous disclosure documents are available on SEDAR at www.sedar.com.
Also, additional information is available in the company’s Annual Information Return (AIF) available on www.sedar.com.
Forward-Looking Statements
Certain statements in this MD&A constitute
“forward-looking statements” that involve known and unknown risks, uncertainties and other factors which may cause the actual
results, performance, objectives or achievements of the Company, or industry results, to be materially different from any future results,
performance, objectives, or achievements expressed or implied by such forward-looking statements. These statements reflect QYOU’s
current views regarding future events and operating performance and are based on information currently available to QYOU, and speak only
as of the date of this MD&A. These forward-looking statements involve a number of known and unknown risks, uncertainties and assumptions
and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not
such performance or results will be achieved. Those assumptions and risks include, but are not limited to, the future cost structure,
availability of additional financing as and when required, future sales and marketing activities, increased penetration into certain markets
through strategic partnerships, the impact of the introduction of new products, agreements and partnerships, the ability of management
to leverage sales opportunities, increase in the size of certain markets, expected increases in revenue, expected revenue from certain
contracts, third party contractual performance, customer rollout plans for specific products, expected increase in gross margins, treatment
under governmental regulatory regimes, ability to recover certain taxes, general business, economic, competitive, political and social
uncertainties, dependence on key personnel, and fluctuations in foreign currency exchange rates. There can be no assurance that forward-looking
statements will be accurate as many factors could cause the actual results, performance, or achievements of the Company to be materially
different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including
factors described in this MD&A and those discussed in QYOU’s publicly available disclosure documents, as filed by QYOU on SEDAR
(www.sedar.com) and updated herein. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the
forward-looking statements prove incorrect, actual results may vary materially from those described in this MD&A as intended, planned,
anticipated, believed, estimated, or expected. Accordingly, readers should not place undue reliance on forward-looking statements. All
subsequent forward-looking statements, whether written or oral, attributable to QYOU or persons acting on its behalf are expressly qualified
in their entirety by these cautionary statements. Unless required by applicable securities laws, QYOU does not intend and does not assume
any obligation to update these forward-looking statements.
| 1 |
QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
Company Overview
The Company was incorporated pursuant to the Business Corporations Act (Alberta) on July 30, 1993 under the name “575161 Alberta Inc.” On April 10, 2014, the Company amended its articles to change its name to “Galleria Opportunities Ltd.” Effective March 13, 2017, the Company completed a reverse takeover transaction (the “Transaction”) pursuant to which QYOU Media Holdings Inc. became a wholly owned subsidiary of the Company and the security holders of QYOU Media Holdings Inc. became security holders of the Company. QYOU Media Holdings Inc. is the entity resulting from the amalgamation of QYOU Media Inc. (as it was then called) and 2561287 Ontario Ltd. (then a wholly owned subsidiary of the Company) on March 13, 2017 as part of the Transaction. Subsequently, on June 30, 2017, the Company’s common shares (the “Common Shares”) resumed trading on the facilities of the TSX Venture Exchange (the “TSXV”) under the symbol “QYOU”. Following the Transaction, the Company now carries on the business of QYOU Media and its subsidiaries.
An additional wholly owned indirect subsidiary of QYOU, QYOU USA Inc. (“QYOU USA”), was established in August 2015 under the laws of the State of Delaware.
On November 16, 2017, QYOU Productions Inc. (“QYOU Productions”), a corporation established under the federal laws of Canada, was created as a wholly owned indirect subsidiary of QYOU.
On September 20, 2018, QYOU Media India Private Limited (“QYOU India”) was incorporated to serve the rapidly growing Indian market focusing on television, over-the-top (OTT) and mobile offerings targeted at the youth of India. Effective June 1, 2020, the Company increased its ownership interest in QYOU India to 88% (June 30, 2019 - 82%). The Company received the additional interest in exchange for funding the operations of QYOU India since its inception, resulting in a decrease of the ownership interest held by non-controlling shareholders to 12% (June 30, 2019 - 18%).
On June 14, 2021, the Company acquired 97% of the outstanding common shares of Chatterbox Technologies Private Limited (“Chatterbox”), an award-winning influencer marketing company based in India. During the three months ended June 30, 2022, the Company acquired an additional 1% of the shares of Chatterbox in connection with the first contingent consideration payment, resulting in a decrease of the ownership interest held by non-controlling shareholders to 2% (December 31, 2021 - 3%).
Effective July 1, 2021, the Company amalgamated QYOU Media Inc. and a wholly-owned subsidiary QYOU Media Holdings Inc. into QYOU Media Inc.
Description of the Business
QYOU operates in the United States and India producing and distributing content created by social media stars and digital content creators. Founded and created by industry veterans from Lionsgate, MTV, Disney, and Sony, QYOU’s millennial and Gen Z-focused content reaches more than one billion consumers around the world every month.
In the United States, via QYOU USA Inc., we create and manage influencer marketing campaigns for major film studios, game publishers and other consumer brands and categories. This content is distributed on various large scale social platforms including TikTok, YouTube, Instagram, Snapchat and Twitter.
In India, via the Company’s flagship brand, The Q, and via additional broadcast and digital channels (The Q Marathi, The Q Kahaniyan, The Q Comedistaan) we curate, produce and distribute premium content including television networks and video on demand (“VOD”) for cable and satellite television, OTT, connected TV and mobile platforms. With a growing library of over 1,200 programs, the channels reach an estimated audience of over 800 million via over 125 million television homes with partners including DD Free Dish, TATA Sky, DISH TV, SitiNetworks, Den Networks, Hathway, d2h and GTPL and 676 million OTT, mobile, app based and smart TV users via platforms including MX Player, JioTV, Snap, Chingari, Samsung TV Plus, Xiaomi MiTV and Amazon FireStick TV. Our India based influencer marketing division, Chatterbox, is among India’s leading influencer marketing platforms connecting brands and social media influencers.
| 2 |
QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
Prior Financing
During the three months ended March 31, 2021, the Company completed a short form prospectus offering on a "bought" deal basis and issued 41,071,560 units of the Company at a price of $0.28 per unit, for aggregate gross proceeds of $11,500,037 (the "February Bought Offering"). Our principal uses of funds from the February Bought Offering were used for operating expenses, capital expenditures, acquisition of new business and finance costs requirements to pursue our future growth strategies. The following table provides a comparison of the estimated use of proceeds, as disclosed in the Company's short form prospectus dated February 22, 2021 and the Company's actual use of proceeds from April 1, 2021 to June 30, 2022:
| Principal Purposes of Net Proceeds | Available Funds | Actual Use of Funds | Variance |
| Funding of the Corporation’s cash requirements to fund operations as currently conducted for approximately the next 12 months | $2,500,000 | $2,500,000 | Nil |
|
Investment to build out the Corporation’s Indian operations, including: 1. Distribution contracts; 2. Ad sales; 3. Content licensing; and 4. Branding efforts |
$5,200,000
3,500,000 900,000 300,000 500,000 |
$5,200,000
3,500,000 900,000 300,000 500,000 |
Nil |
| Investment to build out the Corporation’s US influencer operations through investment in sales and marketing to fund revenue growth | $500,000 | $500,000 | Nil |
| Unallocated working capital and general and administrative expenses | $650,029.44 | $650,029.44 | Nil |
| TOTAL | $8,850,029.44 | $8,850,029.44 | Nil |
Chatterbox Acquisition
On June 14, 2021, the Company acquired 97% of the outstanding common shares of Chatterbox, an influencer marketing company based in India for total consideration of $4,711,063, as part of the Company’s international distribution and strategic partnerships growth strategy. The purchase consideration consisted of cash consideration of $2,630,345, working capital adjustment of $106,837, 2021 earnings before income tax, depreciation and amortization (“EBITDA”) adjustments of ($68,103) and $2,552,135 of contingent consideration.
The share acquisition of Chatterbox qualified as a business combination and was accounted for using the acquisition method of accounting. Accordingly, the results of Chatterbox have been included in the condensed consolidated interim financial statements of the Company from the date of acquisition, which is the date the Company obtained control.
The allocation of the total consideration to the fair value of the identifiable assets acquired and liabilities assumed as at the date of the acquisition was as follows:
| $ | |||
| Cash and cash equivalents | 747,785 | ||
| Trade receivables | 256,259 | ||
| Other receivables | 50,718 | ||
| Customer relationships | 298,438 | ||
| Brand name | 619,802 | ||
| Goodwill | 3,231,125 | ||
| Trade and other payables | (260,919) | ||
| Deferred tax liabilities | (232,145) | ||
| 4,711,063 |
| 3 |
QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
Goodwill arising from the acquisition reflects the benefits attributable to synergies, revenue growth and future market development. These benefits were not recognized separately from goodwill because they did not meet the recognition criteria for identifiable intangible assets. Goodwill is not deductible for income tax purposes.
During the fiscal period ending December 31, 2021, the Company paid additional consideration related to working capital adjustments of $106,837, with net post acquisition measurement adjustments of $37,352. The contingent consideration is classified as Level 3 in the fair value hierarchy. The contingent consideration fair value is based on the present value of the estimated likely obligation.
During the three and six months ended June 30, 2022, the Company recorded a loss on the remeasurement of contingent consideration of $25,952, made a payment of $570,311 and as at June 30, 2022, the fair value of the contingent consideration was $1,991,078 (December 31, 2021 of $2,638,912). The Company received an additional 1% of the shares of Chatterbox in connection with the first contingent consideration payment. The Company uses a scenario-based model to independently assess individual earnouts and calculate the fair value of the earnout based on probabilities of success attributable to each individual scenario. The significant assumptions used in making the estimates are revenue growth rate and discount rate. A 10% change in the discount rate used in the valuation of the contingent consideration as at June 30, 2022 would change the valuation of the liability by approximately $118,000.
The Non-Controlling Interest (“NCI”) on the transaction meets the definition of a liability as the Company is obligated to purchase the remaining 2% of common shares. The amount payable is included in contingent consideration and is measured at fair valued through profit or loss.
The contingent consideration as at June 30, 2022:
| Earnout | |
| $ | |
| As at December 31, 2020 | — |
| Acquisition - Chatterbox | 2,186,960 |
| Loss on remeasurement of contingent consideration |
393,950 |
| Effects of foreign exchange | 58,002 |
| Balance – December 31, 2021 | 2,638,912 |
| Loss on remeasurement of contingent consideration |
25,952 |
| Payment of contingent consideration | (570,311) |
| Effects of foreign exchange | (103,475) |
| Balance – June 30, 2022 | 1,991,078 |
| Current | 978,930 |
| Non-current | 1,012,148 |
Impact of COVID-19
The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19,” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The extent to which COVID-19 and any other pandemic or public health crisis impacts the Company’s business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be predicted with any meaningful precision, including new information which may emerge concerning the severity of the COVID-19 virus and the actions required to contain the COVID-19 virus or remedy its impact, among others. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.
| 4 |
QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
MD&A - Quarterly Highlights
Significant Events in the three months ended June 30, 2022
| a) | For the three months ended June 30, 2022 revenue increased by $1,648,683 or 31% compared to the prior quarter ended March 31, 2022 and by $4,268,464 or 163% compared to same period prior year. The increase in revenue is primarily due to accelerated growth of all operating business units in both India and the United States (QYOU USA, QYOU India and Chatterbox). |
| b) | The Company made the first contingent consideration payment of $570,311 and received an additional 1% of the shares of Chatterbox. |
| c) | During the three months ended June 30, 2022, 13,022,591 5 cent warrants were exercised for proceeds of $651,130. Upon the exercise of the warrants the Company issued 13,022,591 common shares. In addition, 910,582 compensation options were exercised for proceeds of $45,529. Upon exercise of the compensation options, the Company issued 910,582 common shares and 455,290 5 cent warrants. |
| d) | During the three months ended June 30, 2022, 200,002 restricted share units were redeemed for 200,002 common shares. |
Selected Financial Highlights
To supplement our consolidated interim financial statements, which
are prepared and presented in accordance with International Financial Reporting Standards (“IFRS”), we present Earnings Before
Interest Tax Depreciation and Amortization (“Adjusted EBITDA”) which is a non-IFRS financial measure. The presentation
of non-IFRS financial measurement are not intended to be considered in isolation from, or as a substitute for, or superior to, operating
loss or net income (loss) or any other performance measures derived in accordance with IFRS or as an alternative to net cash provided
by operating activities or any other measures of cash flows or liquidity.
We define Adjusted EBITDA as revenue minus operating expenses excluding non-cash or material non-recurring operating expenses including
but not limited to stock-based compensation, marketing credits, gain or loss on remeasurement of contingent consideration, depreciation
and amortization. Adjusted EBITDA is used as an internal measure to evaluate the performance of our operating segments. We believe
that information about this non-IFRS financial measure assists investors by allowing them to evaluate changes in operating results of
our business separate from non-operational factors that affect operating loss and net loss, thus providing insights into both operations
and other factors that affect reported results. A limitation of the use of Adjusted EBITDA as a performance measure is that it does not
reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Furthermore, this measure may
vary among companies; thus Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.
The following table presents selected interim financial information for the three months ended June 30, 2022 and 2021:
| Three months ended June 30, 2022 $ |
Three months ended June 30, 2021 $ |
Change $ |
Change % | |
| Revenue | 6,883,363 | 2,614,899 | 4,268,464 | 163% |
| Content and production costs | 4,723,418 | 2,587,114 | 2,136,304 | 83% |
| Other operating expenses | 3,508,027 | 2,042,090 | 1,465,937 | 72% |
| Total expenses | 8,231,445 | 4,629,204 | 3,602,241 | 78% |
| Adjusted EBITDA | (1,348,082) | (2,014,305) | 666,223 | 33% |
| Total non-cash and non-recurring items | 1,913,172 | 1,004,480 | 908,692 | 90% |
| Interest & Taxes | 35,760 | 67,867 | (32,107) | -47% |
| Net loss | (3,297,014) | (3,086,652) | (210,362) | -7% |
| Loss per share, basic and diluted | (0.01) | (0.01) |
| 5 |
QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
| As at June 30, 2022 | As at December 31, 2021 | |
| $ | $ | |
| Current assets | 12,180,260 | 15,027,092 |
| Current liabilities | 7,124,970 | 6,070,102 |
| Working capital | 5,055,290 | 8,956,990 |
| Total assets | 17,611,007 | 20,611,906 |
| Total liabilities | 8,707,840 | 8,686,177 |
| Total shareholders' equity | 8,903,167 | 11,925,729 |
Overall Financial Performance for the three months ended June 30, 2022 and 2021
REVENUE
For the three months ended June 30, 2022 revenue increased by $4,268,464 or 163% compared to same period prior year. The increase in revenue is primarily due to accelerated growth of all operating business units.
EXPENSES
For the three months ended June 30, 2022, content and production costs increased by $2,136,304 or 83% compared to prior year to help fuel the revenue growth in India and the US and due to investment into the creation and launch of three new channels in the quarter.
Other operating expenses increased by $1,465,937 or 72% associated with the revenue growth and expansion of the business at all operating business units.
ADJUSTED EBITDA
For the three months ended June 30, 2022 compared to same period prior year, adjusted EBITDA increased by $666,223 or 33% driven by the revenue growth offset by higher operating expenses related to the growth of the business across all operating business units.
NON-CASH and NON-RECURRING ITEMS
Non-cash and non-recurring items comprise of stock-based compensation, marketing credits, loss on remeasurement of contingent consideration and depreciation and amortization. For the three months ended June 30, 2022, non-cash and non-recurring items increased by $908,692 or 90% due to amortization expenses of original programming assets.
INTEREST & TAXES
For the three months ended June 30, 2022 interest & taxes decreased by $32,107 or 47% when compared to June 30, 2021.
NET LOSS
For the three ended June 30, 2022, net loss increased by $210,362 or 7%, driven by expansion of the business in India.
| 6 |
QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
CASH
| Three months ended June 30, 2022 |
Three months ended June 30, 2021 |
Change | Change | |
| $ | $ | $ | % | |
| Cash used in operating activities | (810,957) | (2,235,458) | (1,424,501) | -64% |
| Cash used in investing activities | (798,853) | (1,883,650) | (1,084,797) | -58% |
| Cash provided by financing activities | 633,607 | 668,486 | (34,879) | -5% |
| Effect of foreign exchange on cash | 74,980 | (321,811) | 396,791 | 123% |
| Cash and cash equivalents, beginning of period | 5,082,637 | 12,799,348 | (7,716,711) | -60% |
| Cash and cash equivalents, end of period | 4,181,414 | 9,026,915 | (4,845,501) | -54% |
The Company concluded the three months ended June 30, 2022 with cash of $4,181,414 (March 31, 2022 - 5,082,637).
Cash used in operating activities for the three months ended June 30, 2022 was $810,957 compared to the cash used in operating activities for the three months ended June 30, 2021 of $2,235,458. The decrease in cash used in operating activities is primarily due to the increase in adjusted EBITDA, collection of trade receivables offset by higher cash used on trade payables.
Cash used in investing activities for the three months ended June 30, 2022 was $798,853 compared to cash used in investing activities of $1,883,650 for the three months ended June 30, 2021. The decrease in the cash used in investing activities was due to the development of original programming assets and equipment to support the business expansion and not investing in acquisition of new business opportunities.
Cash provided by financing activities for the three months ended June 30, 2022 was $633,607 compared to $668,486 for the three months ended June 30, 2021. The decrease in cash provided by financing activities is due to the Company raising less funds during the period ended June 30, 2022 through the issuance of shares along with the proceeds from the exercise of compensation options and warrants.
Overall Financial Performance for the six months ended June 30, 2022 and 2021
The following table presents selected interim financial information for the six months ended June 30, 2022 and 2021:
| Six months ended June 30, 2022 $ |
Six months ended June 30, 2021 $ |
Change $ |
Change % | |
| Revenue | 12,118,043 | 2,823,450 | 9,294,593 | 329% |
| Content and production costs | 7,976,383 | 3,422,574 | 4,553,809 | 133% |
| Other operating expenses | 6,050,372 | 3,025,466 | 3,024,906 | 100% |
| Total expenses | 14,026,755 | 6,448,040 | 7,578,715 | 118% |
| Adjusted EBITDA | (1,908,712) | (3,624,590) | 1,715,878 | 47% |
| Total non-cash and non-recurring items | 3,392,300 | 1,914,025 | 1,478,275 | 77% |
| Interest & Taxes | 304,202 | 100,926 | 203,276 | 201% |
| Net loss | (5,605,214) | (5,639,541) | 34,327 | 1% |
| Loss per share, basic and diluted | (0.01) | (0.02) |
REVENUE
For the six months ended June 30, 2022 revenue increased by $9,294,593 or 329% compared to same period prior year. The increase in revenue is primarily due to accelerated growth of all operating business units.
| 7 |
QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
EXPENSES
For the six months ended June 30, 2022, content and production costs increased by $4,553,809 or 133% compared to prior year to help fuel the revenue growth in India and the US.
Other operating expenses increased by $3,024,906 or 100% associated with the revenue growth and expansion of the business at all operating business units.
ADJUSTED EBITDA
For the six months ended June 30, 2022 compared to same period prior year, adjusted EBITDA increased by $1,715,878 or 47% driven by the revenue growth offset by higher operating expenses related to the growth of the business across all operating business units and lower sales and marketing costs.
NON-CASH and NON-RECURRING ITEMS
Non-cash and non-recurring items comprise of stock-based compensation, marketing credits, loss on contingent consideration, gain on termination of QYOU India’s lease, depreciation and amortization. For the six months ended June 30, 2022, non-cash and non-recurring items increased by $1,478,275 or 77%, mainly due to non-cash marketing credits used at QYOU India.
INTEREST and TAXES
For the six months ended June 30, 2022, interest and taxes increased $203,276 or 201% when compared to June 30, 2021.
NET LOSS
For the six ended June 30, 2022, net loss decreased by $34,327 or 1%, driven by the revenue growth and expansion of the business in India.
CASH
| Six months ended June 30, 2022 |
Six months ended June 30, 2021 |
Change | Change | |
| $ | $ | % | ||
| Cash used in operating activities | (2,155,057) | (4,333,249) | (2,178,192) | -50% |
| Cash used in investing activities | (1,042,980) | (1,888,474) | (845,494) | -45% |
| Cash provided by financing activities | 758,115 | 14,800,279 | (14,042,164) | -95% |
| Effect of foreign exchange on cash | 72,446 | (262,035) | 334,481 | 128% |
| Cash and cash equivalents, beginning of period | 6,548,890 | 710,394 | 5,838,496 | 822% |
| Cash and cash equivalents, end of period | 4,181,414 | 9,026,915 | (4,845,501) | -54% |
The Company concluded the six months ended June 30, 2022 with cash of $4,181,414 (December 31, 2021 - $6,548,890).
Cash used in operating activities for the six months ended June 30, 2022 was $2,155,057 compared to the cash used in operating activities for the six months ended June 30, 2021 of $4,333,249. The decrease in cash used in operating activities is primarily due to the increase in adjusted EBITDA, collection of trade receivables offset by higher cash used on trade payables and prepaid distribution expenses at QYOU India.
Cash used in investing activities for the six months ended June 30, 2022 was $1,042,980 compared to cash used in investing activities of $1,888,474 for the six months ended June 30, 2021. The investing activities in development of programming assets and equipment to support the business expansion remained aligned with the prior year while using less funds for the Chatterbox acquisition.
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QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
Cash provided by financing activities for the six months ended June 30, 2022 was $758,115 compared to $14,800,279 for the six months ended June 30, 2021. The decrease in cash provided by financing activities is due to the Company raising less funds during the period ended June 30, 2022 through the issuance of shares along with the proceeds from the exercise of compensation options and warrants.
Operating Segments
Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, with appropriate aggregation. The chief operating decision maker is the Chief Executive Officer who is responsible for allocating resources, assessing performance of the reportable segment and making key strategic decisions. The Company operates in a single segment, being the production, marketing and distribution of content across broadcast and digital media. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.
The Company operates in four geographical areas, being Canada, United States of America, Ireland and India. Revenue and assets by geography are presented below:
| As at and for the three and six months ended June 30, 2022 | |||||
| Canada | USA | Ireland | India | Total | |
| $ | $ | $ | $ | $ | |
| Revenue (three months ending June 30, 2022) | — | 2,526,692 | (240) | 4,356,911 | 6,883,363 |
| Revenue (six months ending June 30, 2022) | — | 3,890,691 | 10,825 | 8,216,527 | 12,118,043 |
| Current assets | 1,892,269 | 2,792,160 | 12,593 | 8,187,929 | 12,884,951 |
| Non-current assets | 4,625,170 | 42,161 | 79,609 | 1,147,032 | 5,893,972 |
| As at and for the three and six months ended June 30, 2021 | |||||
| Canada | USA | Ireland | India | Total | |
| $ | $ | $ | $ | $ | |
| Revenue (three months ending June 30, 2021) | — | 1,458,306 | 22,630 | 1,133,963 | 2,614,899 |
| Revenue (six months ending June 30, 2021) | — | 1,553,097 | 75,427 | 1,194,926 | 2,823,450 |
| Current assets | 6,784,982 | 1,091,438 | 40,090 | 3,749,331 | 11,665,841 |
| Non-current assets | 349,529 | 43,185 | 87,700 | 4,222,565 | 4,702,979 |
During the period ended June 30, 2022, one customer (2021 - three customers) represented 10% or more of total revenue.
| June 30, 2022 | June 30, 2021 | |
| % | % | |
| Customer 1 | 14 | 19 |
| Customer 2 | 7 | 17 |
| Customer 3 | 6 | 14 |
| Percentage of total revenue | 27 | 50 |
| 9 |
QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
Review of Operations for the Three Months Ended June 30, 2022 and 2021
| Three months ended June 30, 2022 |
Three months ended June 30, 2021 |
Change | Change | |
| $ | $ | $ | % | |
| Revenue | 6,883,363 | 2,614,899 | 4,268,464 | 163% |
| OPERATING EXPENSES | ||||
| Content and productions costs | 4,723,418 | 2,587,114 | 2,136,304 | 83% |
| Sales and marketing | 957,317 | 466,583 | 490,734 | 105% |
| Legal and consulting | 604,206 | 579,337 | 24,869 | 4% |
| Salaries and benefits | 1,407,224 | 991,932 | 415,292 | 42% |
| General and administrative | 466,071 | (6,155) | 472,226 | -7672% |
| Foreign exchange (gain) loss | 73,209 | 10,393 | 62,816 | 604% |
| Total operating expenses | 8,231,445 | 4,629,204 | 3,602,241 | 78% |
| Adjusted EBITDA | (1,348,082) | (2,014,305) | 666,223 | 33% |
| Marketing | 866,161 | - | 866,161 | nmf |
| Share-based compensation | 846,415 | 1,183,506 | (337,091) | -28% |
| Gain on loan forgiveness | — | (211,472) | 211,472 | -100% |
| Loss on remeasurement of contingent consideration | 25,952 | — | 25,952 | nmf |
| Depreciation and amortization | 174,644 | 32,446 | 142,198 | 438% |
| Interest and other expenses | 52,598 | 22,627 | 29,971 | 132% |
| Loss before income taxes | (3,313,852) | (3,041,412) | (272,440) | -9% |
| Income tax expense | (16,838) | 45,240 | (62,078) | -137% |
| Net loss | (3,297,014) | (3,086,652) | (210,362) | -7% |
The following discussion includes an explanation of the primary factors in changes in operations for the three months ended June 30, 2022 and 2021. Less significant changes are not articulated.
Revenue
For the three months ended June 30, 2022, revenue increased $4,268,464 or 163% compared to the three months ended June 30, 2021, driven by significant revenue growth in all three operating business units.
One customer individually representing greater than 10% of the Company’s revenue represented 14% of total revenue recognized for the three months ended June 30, 2022, as compared to three customers representing 50% for the three months ended June 30, 2021. The decrease from the prior period shows evidence of the company’s growing customer base.
Content and Production Costs
Content and production costs represent the costs of sales of earning the Company’s revenue and is comprised of content development, production expenses and channel delivery expenses. In India, the Company has produced over 1,200 hours of programming compared to 400 in the prior year.
For the three months ended June 30, 2022, content and production costs increased by $2,136,304 or 83% as compared to the three months June 30, 2021. As a percentage of total operating expenses, content and production costs were 57% during the three months ended June 30, 2022, compared to 56% for the three months ended June 30, 2021. As a percentage of sales, content and production costs were 69% this period versus 99% in the same period prior year.
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QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
Operating Costs
Selling, general and administrative costs represented 52% of total operating expenses for the three months ended June 30, 2022 compared to 69% for the same period prior year. Selling, general and administrative costs increased $1,066,030 or 33% to support the growth of customer and supplier relationships. The higher sales and marketing costs helped to support the revenue growth of 163%.
Legal and consulting costs increased by $24,869 or 4% for the three months ended June 30, 2022 to $604,206 compared to $579,337 for the three months ended June 30, 2021. With the success and revenue growth in India, there were legal costs required to support the growth of customer and supplier relationships. Legal and consulting costs will fluctuate from period to period based on the nature of the transactions the Company undertakes.
Salaries and benefits costs increased by $415,292 or 42% to $1,407,224 for the three months ended June 30, 2022 when compared to $991,932 for the three months ended June 30, 2021. The increase in salaries and benefit costs is primarily due to the growth of operations in all operating business units.
General and administrative costs increased by $472,226 or 7,672% to $466,071 for the three months ended June 30, 2022 compared to $(6,155) for the three months ended June 30, 2021 related to growth of business operations as mentioned. In the prior year, the Company made concerted effort to minimize general and administrative costs to manage the business downturn due to the COVID-19 pandemic.
Foreign Exchange (Gain) Loss
Foreign exchange during the three months ended June 30, 2022 was a loss of $73,209 compared to the three months ended June 30, 2021 loss of $10,393. The change in foreign exchange gain is a result of fluctuating exchange rates from transactions incurred in currencies other than the functional currency of the Company or its subsidiaries.
Share-Based Compensation
Share-based compensation decreased by $337,091 or 28% for the three months ended June 30, 2022 when compared to the three months ended June 30, 2021 directly related to options exercised, expired or cancelled and RSUs redeemed during the period.
Depreciation and Amortization
Depreciation and amortization increased by $142,198 or 438% for the three months ended June 30, 2022 to $174,644 compared to $32,446 for the three months ended June 30, 2021 due to amortization expenses of original programming assets at QYOU India.
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QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
Review of Operations for the Six Months Ended June 30, 2022 and 2021
| Six months ended June 30, 2022 |
Six months ended June 30, 2021 |
Change | Change | |
| $ | $ | $ | % | |
| Revenue | 12,118,043 | 2,823,450 | 9,294,593 | 329% |
| OPERATING EXPENSES | ||||
| Content and productions costs | 7,976,383 | 3,422,574 | 4,553,809 | 133% |
| Sales and marketing | 1,656,708 | 654,154 | 1,002,554 | 153% |
| Legal and consulting | 1,157,214 | 1,095,440 | 61,774 | 6% |
| Salaries and benefits | 2,355,030 | 1,091,021 | 1,264,009 | 116% |
| General and administrative | 884,826 | 177,696 | 707,130 | 398% |
| Foreign exchange (gain) loss | (3,406) | 7,155 | (10,561) | -148% |
| Total operating expenses | 14,026,755 | 6,448,040 | 7,578,715 | 118% |
| Adjusted EBITDA | (1,908,712) | (3,624,590) | 1,715,878 | 47% |
| Marketing | 1,243,247 | - | 1,243,247 | nmf |
| Share-based compensation | 1,870,042 | 2,060,675 | (190,633) | -9% |
| Gain on termination of lease | (12,437) | — | (12,437) | nmf |
| Gain on loan forgiveness | — | (211,472) | 211,472 | -100% |
| Loss on remeasurement of contingent consideration | 25,952 | — | 25,952 | nmf |
| Depreciation and amortization | 265,496 | 64,822 | 200,674 | 310% |
| Interest and other expenses | 154,238 | 55,686 | 98,552 | 177% |
| Loss before income taxes | (5,455,250) | (5,594,301) | 139,051 | 2% |
| Income tax expense | 149,964 | 45,240 | 104,724 | 231% |
| Net loss | (5,605,214) | (5,639,541) | 34,327 | 1% |
The following discussion includes an explanation of the primary factors in changes in operations for the six months ended June 30, 2022 and 2021. Less significant changes are not articulated.
Revenue
For the six months ended June 30, 2022, revenue increased $9,294,593 or 329% compared to the six months ended June 30, 2021, driven by significant revenue growth in all three operating business units.
Content and Production Costs
Content and production costs represent the costs of sales of earning the Company’s revenue and is comprised of content development, production expenses and channel delivery expenses. In India, the Company has produced over 1,200 hours of programming compared to 400 in the prior year.
For the six months ended June 30, 2022, content and production costs increased by $4,553,809 or 133% as compared to the six months June 30, 2021. As a percentage of total operating expenses, content and production costs were 57% during the six months ended June 30, 2022, compared to 53% for the six months ended June 30, 2021. As a percentage of sales, content and production costs were 66% this period versus 121% in the same period prior year.
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QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
Operating Costs
Selling, general and administrative costs represented 56% of total operating expenses for the six months ended June 30, 2022 compared to 79% for the same period prior year. Selling, general and administrative costs increased $2,844,834 or 56% to support the growth of customer and supplier relationships. The higher sales and marketing costs helped to support the revenue growth of 329%.
Legal and consulting costs increased by $61,774 or 6% for the six months ended June 30, 2022 to $1,157,214 compared to $1,095,440 for the six months ended June 30, 2021. With the success and revenue growth in India, there were legal costs required to support the growth of customer and supplier relationships. Legal and consulting costs will fluctuate from period to period based on the nature of the transactions the Company undertakes.
Salaries and benefits costs increased by $1,264,009 or 116% to $2,355,030 for the six months ended June 30, 2022 when compared to $1,091,021 for the six months ended June 30, 2021. The increase in salaries and benefit costs is primarily due to the growth of operations in all operating business units.
General and administrative costs increased by $707,130 or 398% to $884,826 for the six months ended June 30, 2022 compared to $177,696 for the six months ended June 30, 2021 related to growth of business operations as mentioned.
Foreign Exchange (Gain) Loss
Foreign exchange during the six months ended June 30, 2022 was a gain of $3,405 compared to the six months ended June 30, 2021 loss of $7,155. The change in foreign exchange gain is a result of fluctuating exchange rates from transactions incurred in currencies other than the functional currency of the Company or its subsidiaries.
Share-Based Compensation
Share-based compensation decreased by $190,633 or 9% for the six months ended June 30, 2022 when compared to the six months ended June 30, 2021 directly related to options exercised, expired or cancelled and RSUs redeemed during the period.
Depreciation and Amortization
Depreciation and amortization increased by $200,674 or 310% for the six months ended June 30, 2022 to $265,496 compared to $64,822 for the six months ended June 30, 2021 due amortization expenses of original programming assets at QYOU India.
Review of Financial Condition as at June 30, 2022
The following is a comparison of the financial position of the Company as at June 30, 2022, to the financial position of the Company as at December 31, 2021.
Cash and Cash Equivalents
Cash decreased by $2,367,476 or 36% as at June 30, 2022, compared to $6,548,890 as at December 31, 2021. The use of cash is primarily due to prepaying for channel distribution, investing in original content and launching new channels in India. Refer to “Liquidity and capital resources” section for the detailed discussion provided. Here again we are comparing it to the previous quarter
Trade and Other Receivables
Trade and other receivables increased by $816,104 or 20% as at June 30, 2022, compared to December 31, 2021, driven by significant revenue growth in all three operating business units.
Property and Equipment
Property and equipment increased by $58,522 or 56% as at June 30, 2022, over the balance as at December 31, 2021. The increase can be attributed to additions, partially offset by depreciation expenses.
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QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
Intangible Asset
A summary of the Company’s intangible assets is as follows:
| Brand QYOU | Brand Chatterbox |
Customer relationships |
Total | |
| $ | $ | $ | $ | |
| As at December 31, 2020 | 92,265 | — | — | 92,265 |
| Acquisition - Chatterbox | — | 619,802 | 298,438 | 918,240 |
| Effects of foreign exchange | (7,194) | 16,439 | 7,915 | 17,160 |
| As at December 31, 2021 | 85,071 | 636,241 | 306,353 | 1,027,665 |
| Effects of foreign exchange | (5,462) | (26,899) | (12,952) | (45,313) |
| As at June 30, 2022 | 79,609 | 609,342 | 293,401 | 982,352 |
| Brand QYOU | Brand Chatterbox |
Customer relationships |
Total | |
| Accumulated amortization | $ | $ | $ | $ |
| As at December 31, 2020 | — | — | — | — |
| Amortization | — | — | 27,755 | 27,755 |
| Effects of foreign exchange | — | — | 1,971 | 1,971 |
| As at December 31, 2021 | — | — | 29,726 | 29,726 |
| Amortization | — | — | 12,338 | 12,338 |
| Effects of foreign exchange | — | — | (3,083) | (3,083) |
| As at June 30, 2022 | — | — | 38,981 | 38,981 |
| Brand QYOU | Brand Chatterbox |
Customer relationships |
Total | |
| Net book value | $ | $ | $ | $ |
| As at December 31, 2021 | 85,071 | 636,241 | 276,627 | 997,939 |
| As at June 30, 2022 | 79,609 | 609,342 | 254,420 | 943,371 |
Right of Use Assets
Right of use assets decreased by $285,964 or 38% as at June 30, 2022, over the balance as at December 31, 2021. The decrease is due to termination of the lease for QYOU India’s previous office space in January 2022. The lease for the space that the business currently occupies in India was recorded during the quarter ended December 31, 2021.
Goodwill
The Company recognized goodwill on the acquisition of Chatterbox. Goodwill as at June 30, 2022 was $3,255,908 compared to $3,399,639 as at December 31, 2021. The decrease is due to fluctuation in foreign exchange rate.
Trade and Other Payables
Trade and other payables increased by $974,980 or 21% as at June 30, 2022, compared to December 31, 2021, driven by the increase in procurement to support significant revenue growth in all three operating business units.
Contingent Consideration
The Company recognized a contingent consideration on the acquisition of Chatterbox that represents the potential of future earn-out payments that were negotiated as part of the share purchase agreement. The current and non-current portion of the contingent liability as at June 30, 2022 was $978,930 and $1,012,148 respectively. The decrease in the contingent consideration is driven by the first payment of three annual earn-out payments.
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QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
Lease Liabilities
Current portion of lease liabilities decreased by $19,211 or 8% and the non-current portion of lease liabilities decreased by $265,648 or 48% over the balance as at December 31, 2021. The decrease is due to termination of lease for QYOU India’s old office space in January 2022.
Share Capital and Warrants
| [a] | During the six months ended June 30, 2022, 2,249,990 8 cent warrants and 13,267,591 5 cent warrants were exercised for proceeds of $843,379. Upon the exercise of the warrants the Company issued 15,517,581 common shares. In addition, 910,582 compensation options were exercised for proceeds of $45,529. Upon exercise of the compensation options, the Company issued 910,582 common shares and 455,290 5 cent warrants. |
| [b] | During the six months ended June 30, 2022, 4,516,675 restricted share units were redeemed for 4,516,675 common shares. |
| [c] | During the six months ended June 30, 2022, 24,996 share options were exercised for proceeds of $1,875. Upon the exercise of the share options, 24,996 common shares were issued. |
Selected Unaudited Consolidated Quarterly Financial Information
The following table presents selected unaudited consolidated quarterly financial information for each of the eight quarters indicated, as prepared in accordance with IFRS.
| Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sept. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sept. 30, 2020 | |
| $ | $ | $ | $ | $ | ||||
| Total Revenue | 6,883,363 | 5,234,680 | 5,585,641 | 4,725,463 | 2,614,899 | 208,551 | 968,139 | 390,950 |
| Operating Expenses | 10,197,215 | 7,376,078 | 7,967,062 | 7,077,760 | 5,656,311 | 2,761,440 | 1,486,717 | 1,540,283 |
| Net loss attributable to: | ||||||||
| Equity owners of the Company | (3,068,214) | (2,225,108) | (2,634,586) | (2,253,284) | (2,911,609) | (2,472,646) | (483,523) | (1,097,955) |
| Non-controlling interest | (228,800) | (83,092) | 207,376 | (99,013) | (175,043) | (80,243) | (35,055) | (51,378) |
| Net loss per share - basic and diluted | (0.01) | (0.01) | (0.01) | (0.01) | (0.01) | (0.01) | (0.00) | (0.00) |
Liquidity and capital resources
| As at June 30, 2022 | As at December 31, 2021 | |
| $ | $ | |
| Current assets | 12,180,260 | 15,027,092 |
| Current liabilities | 7,124,970 | 6,070,102 |
| Working capital | 5,055,290 | 8,956,990 |
| Total assets | 17,611,007 | 20,611,906 |
| Total liabilities | 8,707,840 | 8,686,177 |
| Total shareholders' equity | 8,903,167 | 11,925,729 |
Working capital is defined as current assets less current liabilities.
QYOU’s capital requirements consist primarily of working capital necessary to fund operations and support a growing business. Sources of funds available to meet these requirements include existing cash balances, cash flow from operations and capital raised through equity financings. QYOU must generate sufficient revenue from operations to attract additional investment from the capital markets; failure to do so would adversely impact QYOU’s ability to pay current liabilities.
As of June 30, 2022, the Company had working capital of $5,055,290 compared to $8,956,990 as at December 31, 2021. The decrease in working capital is primarily due to the increase in adjusted EBITDA, collection of trade receivables offset by higher cash used on trade payables and prepaid distribution expenses at QYOU India.
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QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
Liquidity and Cash Resource Requirements
The Financial Statements have been prepared on the basis of accounting principles applicable going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Financial Statements do not include any adjustments to the amounts and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern.
Commitments
As at June 30, 2022, the Company did not have any commitments other than those reported in the financial statements.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements other than those described under commitments above.
Significant Accounting Policies and Critical Accounting Estimates
We describe our significant accounting policies and critical accounting estimates in Note 2 and Note 3 of the Company’s audited consolidated financial statements for the six months ended December 31, 2021.
Financial Instruments and Risk Management
The Company’s financial instruments consist of cash and cash equivalents, trade receivables, other receivables, borrowings and trade and other payables. The carrying value of the Company’s financial instruments approximates fair value due to their immediate or short-term maturity. The Company does not use derivative financial instruments to manage existing exposures.
In the three and six months ended June 30, 2022, there was no material change to the nature of risks arising from or classification of financial instruments, or related risk management objectives.
Risks and Uncertainties
The results of operations and financial condition of the Company are subject to a number of risks and uncertainties, and are affected by a number of factors outside of the control of management. An investment in the Company’s securities involves risks. Before making an investment decision with respect to our securities, you should carefully consider the risks and uncertainties described elsewhere in this MD&A and those described under the heading “Risk Factors” in the Company’s annual information form and in other publicly available disclosure documents filed by the Company on SEDAR (www.sedar.com). The risks and uncertainties described in the documents referred to in the preceding sentence and in other documents filed by us with Canadian securities regulatory authorities are not the only ones we may face. Those risks and uncertainties, together with additional risks and uncertainties not currently known to us or that we may deem immaterial, could impair our business, financial condition and results of operations. The market price of our securities could decline if one or more of these risks and uncertainties develop into actual events, and you may lose all or part of your investment.
Currency Risk
Foreign currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The Company’s primary exposure with respect to foreign currencies is from USD and Indian Rupee denominated cash and other payables. A 1% change in the foreign exchange rates would not result in any significant impact to the financial statements. The Company mitigates the risk via currency hedging if deemed required.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to a material interest rate risk as at June 30, 2022.
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QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
Other Price Risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Company is not exposed to other price risks as at June 30, 2022.
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from deposits with banks and outstanding receivables. The Company trades only with recognized, creditworthy third parties. The Company performs credit checks for all customers who wish to trade on credit terms. As at June 30, 2022, two customers represented 34% (December 31, 2021, two customers represented 37%) of the outstanding trade receivable balance. As at June 30, 2022, the Company recorded a provision of $49,855 for expected credit loss (December 31, 2021 - $32,238).
The Company does not hold any collateral as security but mitigates this risk by dealing only with what management believes to be financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance.
The aging of trade receivables is as follows:
| June 30, 2022 | December 31, 2021 | |
| $ | $ | |
| Current | 3,245,524 | 2,336,188 |
| 1 to 30 days | 1,058,928 | 571,824 |
| 31 to 60 days | 75,832 | 929,652 |
| > 60 days | 617,134 | 326,033 |
| 4,997,418 | 4,163,697 | |
| Less: credit loss impairment | 49,855 | 32,238 |
| Total trade receivables | 4,947,563 | 4,131,459 |
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s exposure to liquidity risk is dependent on the Company’s ability to raise additional financing to meet its commitments and sustain operations. The Company mitigates liquidity risk by management of working capital, cash flows and the issuance of share capital.
The Company is obligated to the following contractual maturities of undiscounted cash flows:
| Contractual cash flows | |||||||
| Carrying amount | Total contractual cash flows | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 and beyond | |
| $ | $ | $ | $ | $ | $ | $ | |
| Trade and other payables | 5,675,219 | 5,675,219 | 5,675,219 | — | — | — | — |
| Lease liabilities | 515,974 | 601,194 | 240,201 | 233,652 | 127,341 | — | — |
| Contingent consideration | 1,991,078 | 2,692,685 | 1,130,401 | 1,562,284 | — | — | — |
| Borrowings | 61,608 | 312,006 | 11,176 | 11,176 | 11,176 | 11,176 | 267,302 |
Geopolitical Risk
During the three and six months ended June 30, 2022, escalation of geopolitical tensions have resulted in uncertainties in all emerging economies including India. The Company mitigates geopolitical risk by monitoring India’s economic policy and its implications to the Indian operating business units.
Fair Values
The carrying values of cash and cash equivalents, trade receivables, other receivables, borrowings and trade and other payables approximate the fair values due to the short-term nature of these items. The risk of material change in fair value is not considered to be significant due to a relatively short-term nature. The carrying value of borrowings approximate the fair value and change risk of material change in fair value is not considered to be significant. The Company does not use derivative financial instruments to manage this risk.
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QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based on the lowest-level input significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:
| • | Level 1 - Unadjusted quoted prices as at the measurement date for identical assets or liabilities in active markets. |
| • | Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
| • | Level 3 - Significant unobservable inputs, which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.
The contingent consideration is recognized as Level 3.
Disclosure of Equity and Outstanding Share Data
The Company’s authorized share capital currently consists of an unlimited number of First Preferred Shares, Second Preferred Shares and Common Shares. As of the date hereof, there are 423,589,147 Common Shares, nil First Preferred Shares and nil Second Preferred Shares issued and outstanding. As of the date hereof, the Company also has issued and outstanding:
| Share options | 33,667,252 |
| Compensation options | 3,212,817 |
| RSUs | 12,766,650 |
| Warrants | 20,560,780 |
Subsequent Events
From July 1, 2022 to August 29, 2022, 8,332 share options were exercised for total proceeds of $625, resulting in the issuance of 8,332 common shares.
On August 15, 2022, 1,216,667 RSUs were redeemed for 1,216,667 common shares. Of the total, 466,667 RSUs were redeemed by related parties.
On July 26, 2022, the Company announced the launch of Q Studio, a new initiative of QYOU USA, to further develop capabilities for influencer marketing campaigns in the US.
On August 3, 2022, the Company announced the launch of QGameX, its fifth linear channel, in September 2022. QGameX will be delivered across connected smart TVs, digital, mobile and application-based outlets.
On August 16, 2022, the Company announced the launch of ChtrSocial, a new initiative of Chatterbox, to increase capabilities and offerings to brands in India.
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QYOU Media Inc. Management’s Discussion and Analysis As at June 30, 2022 and 2021 |
Investor Information
Stock Exchange Listing
The Common Shares of the Company are listed on the TSXV under the symbol “QYOU”.
Transfer Agent and Registrar
Computershare Investor Services Inc.
Auditors
MNP LLP
Investor Relations
If you have inquiries, please visit our website at www.theqyou.com or contact: shareholder@qyoutv.com
| 19 |
Exhibit 99.3
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Curt Marvis, Chief Executive Officer of QYOU Media Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of QYOU Media Inc. (the “issuer”) for the interim period ended June 30, 2022. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: August 29, 2022
(signed) “Curt Marvis”
Curt Marvis
Chief Executive Officer
|
NOTE TO READER
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |
Exhibit 99.4
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Kevin Williams, Chief Financial Officer of QYOU Media Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of QYOU Media Inc. (the “issuer”) for the interim period ended June 30, 2022. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: August 29, 2022
(signed) “Kevin Williams”
Kevin Williams
Chief Financial Officer
|
NOTE TO READER
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |