6-K 1 lmdcf20210525_6k.htm FORM 6-K lmdcf20210525_6k.htm

 

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 March 31, 2021

 

Commission File Number 333-98397

 

Lingo Media Corporation

(Translation of registrant's name into English)

 

151 Bloor Street West, Suite 703, Toronto, Ontario Canada M5S 1S4

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ☒  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): ☐

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

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): ☐

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒

 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________________.

 

 

 

SIGNATURE

 

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 hereunder duly authorized.

 

 

LINGO MEDIA CORPORATION

 
       

Date: May 28, 2021

By:

/s/ Gali Bar-Ziv

 
   

Gali Bar-Ziv

President and CEO

 

 

 

 

 

 

 

 

 

 

LINGO MEDIA CORPORATION

 

Condensed Consolidated Interim Financial Statements

 

For the three-month period ended March 31, 2021

 

 

 

 

 

 

1

 

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Financial Statements

As at March 31, 2021

 

 

 

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

 

The accompanying unaudited condensed consolidated interim financial statements of Lingo Media Corporation have been prepared by and are the responsibility of the Company's management.  These unaudited condensed consolidated interim financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") and reflect Management’s best estimates and judgements based on information currently available.  The Company's independent auditor has not performed a review of these financial statements in accordance with standards established for a review of interim financial statements by an entity's auditor.

 

2

 

 

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Financial Statements

As at March 31, 2021

 

 

 

Contents

 
   

Condensed Consolidated Interim Financial Statements

Page

   

Balance Sheets

4

Statements of Comprehensive Income

5

Statements of Changes in Equity

6

Statements of Cash Flows

7

Notes to the Financial Statements

8-19

 

3

 

 

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Balance Sheets

As of March 31, 2021 and December 31, 2020

(Unaudited, expressed in Canadian Dollars, unless otherwise stated)

 

 

 

Notes

 

March 31, 2021

   

December 31, 2020

 

ASSETS

                 

Current Assets

                 

Cash

    $ 1,672,465     $ 1,212,778  

Accounts and grants receivable

5

    385,956       973,852  

Prepaid and other receivables

      104,590       168,932  
        2,163,011       2,355,562  

Non-Current Assets

                 

Property and equipment

6

    18,948       23,685  

Right- of-use assets

7

    -       16,788  

TOTAL ASSETS

    $ 2,181,959     $ 2,396,035  
                   

EQUITY AND LIABILITIES

                 
                   

Current Liabilities

                 

Accounts payable

    $ 87,665     $ 82,125  

Accrued liabilities

      133,282       138,715  

Contract liability

8

    290,460       218,566  

Lease obligation

7

    -       19,600  
        511,407       459,006  

Non-Current Liabilities

                 

Loans payable

9

    70,000       70,000  

TOTAL LIABILITIES

    $ 581,407     $ 529,006  
                   

Equity

                 

Share capital

10

  $ 21,914,722     $ 21,914,722  

Share-based payment reserve

11

    4,073,956       4,072,176  

Accumulated other comprehensive income

      (201,344 )     (352,764 )

Deficit

      (24,186,782 )     (23,767,105 )

TOTAL EQUITY

      1,600,552       1,867,029  

TOTAL EQUITY AND LIABILITIES

    $ 2,181,959     $ 2,396,035  

 

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

 

These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on May 28, 2021.

 

/s/ Gali Bar-Ziv        /s/ Jerry Grafstein

Director

 

Director

 

4

 

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Statements of Comprehensive Income

For the three-months ended March 31, 2021, 2020 and 2019

(Unaudited, expressed in Canadian Dollars, unless otherwise stated)

 

 
   

Notes

 

2021

   

2020

   

2019

 

Revenue

  14,16   $ 149,080     $ 97,124     $ 111,964  
                             

Expenses

                           
                             

Selling, general and administrative (recovery)

  16     268,323       (356,207 )     277,003  

Direct costs

        72,282       74,892       44,936  

Development costs

        52,000       49,998       57,721  

Bad debt expense

        -       32,386       -  

Share-based payments

        1,780       4,861       27,758  

Depreciation – right-of-use asset

        16,788       22,469       -  

Depreciation – property and equipment

  6     2,505       3,455       4,410  

Total Expenses (Recovery)

        413,678       (168,146 )     411,828  
                             

Income / (Loss) from Operations

        (264,598 )     265,270       (299,864 )
                             

Net Finance Charges

                           

Interest (income) expense

        2,270       (20,954 )     4,231  

Foreign exchange (gain) loss

        149,933       49,169       2,867  
                             

Profit / (Loss) Before Income Tax

        (416,801 )     237,055       (306,962 )

Income tax expense

        2,876       3,436       7,560  

Net Profit (Loss) for the Period

        (419,677 )     233,619       (314,522 )
                             

Other Comprehensive Income

                           
                             

Exchange gain (loss) on translating foreign operations

        151,420       165,461       (14,377 )
                             

Total Comprehensive Income (Loss)

      $ (268,257 )   $ 399,080     $ (328,899 )
                             

Earnings (Loss) per Share

                           

Basic

      $ (0.01 )   $ 0.01     $ (0.00 )

Diluted

      $ (0.01 )   $ 0.01     $ (0.00 )

Weighted Average Number of Common Shares Outstanding

                           

Basic

        35,529,132       35,529,132       35,529,132  

Diluted

        39,485,448       35,529,132       35,529,132  

 

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

 

5

 

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Statements of Changes in Equity

For the three-month ended March 31, 2021 and 2020

(Unaudited, expressed in Canadian Dollars, unless otherwise stated)

 

 
   

Issued Share Capital

   

Share-

Based

Reserves

   

Accumulated

Other

Comprehensive

Income

   

Deficit

   

Total Equity

 
   

No. of Shares

   

Amount

                                 

Balance as at January 1, 2020

    35,529,192     $ 21,914,722     $ 4,049,032     $ (319,994 )   $ (24,877,484 )   $ 766,276  

Loss for the period

    -       -       -       -       233,619       233,619  

Other comprehensive loss

    -       -       -       165,461       -       165,461  

Share-based payments charged to operations

    -       -       4,861       -       -       4,861  

Balance as at March 31, 2020

    35,529,192     $ 21,914,722     $ 4,053,893     $ (154,533 )   $ (24,643,865 )   $ 1,170,217  

Income for the period

    -       -       -       -       876,760       876,760  

Other comprehensive loss

    -       -       -       (198,231 )     -       (198,231 )

Share-based payments charged to operations

    -       -       18,283       -       -       18,283  

Balance as at December 31, 2020

    35,529,192     $ 21,914,722     $ 4,072,176     $ (352,764 )   $ (23,767,105 )   $ 1,867,029  

Income for the period

    -       -       -       -       (419,677 )     (419,677 )

Other comprehensive income

    -       -       -       151,420       -       151,420  

Share-based payments charged to operations

    -       -       1,780       -       -       1,780  

Balance as at March 31, 2021

    35,529,192     $ 21,914,722     $ 4,073,956     $ (201,344 )   $ (24,186,782 )   $ 1,600,552  

 

No preference shares were issued at March 31, 2021 and December 31, 2020.

 

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

 

6

 

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Statements of Cash Flows

For the three-months ended March 31, 2021, 2020 and 2019

(Unaudited, expressed in Canadian Dollars, unless otherwise stated)

 

 
   

2021

   

2020

   

2019

 

CASH FLOWS FROM OPERATING ACTIVITIES

                       
                         

Net Profit (Loss) for the Period

  $ (419,677 )   $ 233,619     $ (314,522 )
                         

Adjustments to Net Profit (Loss) for Non-Cash Items:

                       
                         

Share-based payment

    1,780       4,861       27,758  

Lease inducement

    -       -       (2,903 )

Unrealized foreign exchange (gain) loss

    154,674       183,636       (14,363 )

Depreciation – right-of-use asset

    16,788       22,469       -  

Depreciation – property and equipment

    2,505       3,455       4,410  
                         

Operating Profit (Loss) Before Working Capital Changes

    (243,930 )     429,819       (299,620 )
                         

Working Capital Adjustments:

                       
                         

Accounts and grants receivable

    587,896       (134,625 )     (93,985 )

Prepaid and other receivables

    64,342       7,160       14,341  

Accounts payable

    5,540       (139,069 )     (25,288 )

Accrued liabilities

    (5,433 )     129,668       56,164  

Contract liability

    71,894       (19,237 )     12,916  

Lease obligation

    (19,600 )     (18,221 )     -  
                         

Cash Generated (Used in) from Operations

    460,709       273,716       (335,472 )
                         

CASH FLOWS FROM INVESTING ACTIVITIES

                       

Purchase of property and equipment

    (1,022 )     -       (450 )
                         

Cash Used in investing activities

    (1,022 )     -       (450 )
                         

CASH FLOWS FROM FINANCING ACTIVITIES

                       

Payment of principal portion of lease obligation

    -       (29,400 )     -  

Interest on lease obligation

    -       11,179       -  

Proceeds from loans payable

    -       -       166,612  

Repayment of loans payable

    -       -       -  
                         

Cash Generated (Used in) from Financing Activities

    -       (18,221 )     166,612  
                         

NET INCREASE (DECREASE) IN CASH

    459,687       255,495       (169,310 )
                         

Cash at the Beginning of the Period

    1,212,778       442,489       233,843  
                         

Cash at the End of the Period

  $ 1,672,465     $ 697,984     $ 64,533  

 

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

 

7

 

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2021

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)


 

 

1.

CORPORATE INFORMATION

 

Lingo Media Corporation (“Lingo Media” or the “Company”) is a publicly listed company incorporated in Canada with limited liability under the legislation of the Province of Ontario and its shares are listed on the TSX Venture Exchange under the symbol “LM” and inter-listed on the OTC Markets under the symbol “LMDCF” and Frankfurt Stock Exchange under the symbol “LIMA”. The condensed consolidated interim financial statements of the Company as at and for the period ended March 31, 2021 comprise the Company and its wholly-owned subsidiaries: Lingo Learning Inc., ELL Technologies Ltd., Lingo Group Limited., ELL Technologies Limited, Vizualize Technologies Corporation, Speak2Me Inc., and Parlo Corporation (the “Group”).

 

Lingo Media is an EdTech company that is ‘Changing the way the world learns languages’. The Group provides online and print-based solutions through its two distinct business units: ELL Technologies Ltd. (“ELL Technologies”) and Lingo Learning Inc. (“Lingo Learning”). ELL Technologies provides online training and assessment for language learning. Lingo Learning is a print-based publisher of English language learning school programs in China.

 

The head office, principal address and registered office of the Company is located at 151 Bloor Street West, Suite 609, Toronto, Ontario, Canada, M5S 1S4.

 

 

2.

BASIS OF PREPRATION

 

 

2.1

Statement of compliance

 

These condensed consolidated interim financial statements are unaudited and have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

 

The condensed consolidated interim financial statements for the period ended March 31, 2021 were approved and authorized by the Board of Directors on May 28, 2020.

 

 

2.2

Basis of measurement

 

These condensed consolidated interim financial statements have been prepared on the historical cost basis except as provided in note 4. The comparative figures presented in these consolidated financial statements are in accordance with the same accounting policies.

 

 

2.3

Basis of consolidation

 

The condensed consolidated interim financial statements comprise the financial statements of the Company and its wholly owned subsidiaries controlled by the Company (the “Group”) as at March 31, 2020. Control exists when the Company is exposed to or has the rights to variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity.

 

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All inter-group balances, transactions, unrealized gains and losses resulting from inter-group transactions and dividends are eliminated in full.

 

8

 

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2021

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)


 

2.

BASIS OF PREPRATION (Contd)

 

 

2.4

Functional and presentation currency

 

The functional currency is the currency of the primary economic environment in which the entity operates and has been determined for each entity within the Group. These consolidated financial statements are presented in Canadian Dollars, which is the Company’s functional currency. The functional currency of ELL Technologies Limited and Lingo Group Limited are United States Dollar (“USD”). All other subsidiaries’ functional currency is Canadian Dollar (“CAD”).

 

The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, “The Effects of Changes in Foreign Exchange Rates”.

 

 

3.

SIGINFICANT ACCOUTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

 

The preparation of the Company’s condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies, reported amounts of assets, liabilities and contingent liabilities, revenues and expenses at the date of the consolidated financial statements and during the reporting period.

 

Estimates and assumptions are continuously evaluated and are based on management’s historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. 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 further periods if the review affects both current and future periods.

 

Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

 

 

Determination of functional currency

 

 

Determination of expected credit loss

 

 

Recognition of internally developed intangibles

 

 

Recognition of government grant and grant receivable

 

 

Recognition of deferred tax assets

 

 

Valuation of share-based payments

 

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the consolidated entity based on known information. This consideration extends to the nature of the products and services offered, customers, staffing and geographic regions in which the consolidated entity operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the consolidated entity unfavorably as at the reporting date or subsequently as a result of the COVID-19 pandemic.

 

9

 

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2021

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)


 

 

4.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accounting policies applied by the Company in these Condensed Consolidated Interim Financial Statements are the same as those applied by the Company in its Consolidated Financial Statements for the year ended December 31, 2020.

 

 

5.

ACCOUNTS AND GRANTS RECEIVABLE

 

Accounts and grants receivable consist of:

 

   

March 31, 2021

   

December 31, 2020

 

Trade receivable

  $ 330,956     $ 973,852  

Government grants receivable (Note 14)

    55,000       -  
    $ 385,956     $ 973,852  

 

As at March 31, 2021, the Company had accounts receivable of $168,137 (2020 - $889,129) greater than 30 days overdue and not impaired.

 

 

6.

PROPERTY AND EQUIPMENT

 

   

Computer and

Office Equipment

   

Leasehold

Improvements

   

Total

 

Cost, January 1, 2020

  $ 84,828     $ 33,180     $ 118,008  

Effect of foreign exchange

    1,083       -       1,083  

Cost, March 31, 2020

  $ 85,911     $ 33,180     $ 119,091  

Additions

    2,319       -       2,319  

Effect of foreign exchange

    (1,278 )     -       (1,278 )

Cost, December 31, 2020

  $ 86,952     $ 33,180     $ 120,132  

Additions

    1,022       -       -  

Disposal

    (33,384 )     -       -  

Effect of foreign exchange

    (173 )     -       -  

Cost, March 31, 2021

  $ 54,417     $ 33,180     $ 117,236  
                         

Accumulated depreciation, January 1, 2020

  $ 59,567     $ 23,226     $ 82,793  

Charge for the period

    1,322       2,133       3,455  

Effect of foreign exchange

    1,037       -       1,037  

Accumulated depreciation, March 31, 2020

  $ 61,926     $ 25,359     $ 87,285  

Charge for the period

    3,992       6,399       10,391  

Effect of foreign exchange

    (1,229 )     -       (1,229 )

Accumulated depreciation, December 31, 2020

  $ 64,689     $ 31,758     $ 96,447  

Charge for the period

    1,083       1,422       2,505  

Disposal

    (30,134 )     -       (30,524 )

Effect of foreign exchange

    (169 )     -       221  

Accumulated depreciation, March 31, 2021

  $ 35,469     $ 33,180     $ 68,649  

Net book value, January 1, 2020

  $ 25,261     $ 9,954     $ 35,215  

Net book value, March 31, 2020

  $ 23,985     $ 7,821     $ 31,806  

Net book value, December 31, 2020

  $ 22,263     $ 1,422     $ 23,685  

Net book value, March 31, 2021

  $ 18,948     $ -     $ 18,949  

 

10

 

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2021

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)


 

 

7.

RIGHT-OF-USE ASSET AND LEASE OBLIGATION

 

The Company has one office facility under lease. The lease term is 5 years from 2016, with an option to renew the lease for another 5 year term after that date. The Company did not renew the lease on expiry and the lease was expired on February 28, 2021.

 

Non-cancellable lease rentals are payable as follows:

 

Less than 1 year

  $ -  

Between 1 and 5 years

    -  
    $ -  

 

The Company has equipment leases and office lease in Beijing which it has determined are not recognized as right of use assets or lease liabilities as they are short-term lease and low dollar value. The Beijing office lease expense for the period is $3,603.

 

The Company’s lease obligation and movements therein during the period ended March 31, 2021:

 

    Lease Obligation  

Lease obligation as of January 1, 2020

  $ 574,762  

Accretion on lease liability

    11,178  

Lease payment

    (29,399 )

Lease obligation at March 31, 2020

    556,541  

Accretion on lease liability

    31,304  

Lease payment

    (88,199 )

Adjustment from lease reassessment

    (480,046 )

Lease obligation at December 31, 2020

  $ 19,600  

Lease payment

    (19,600 )

Lease obligation at March 31, 2021

  $ -  

 

The Company’s right-of-use assets and movements therein during the period ended March 31, 2020:

 

11

 

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2021

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)


 

7.

RIGHT-OF-USE ASSET AND LEASE OBLIGATION (Contd)

 

    Office Lease  

Right-of-use assets at January 1, 2020

  $ 514,181  

Depreciation on right-of-use assets

    (22,469 )

Right-of-use assets at March 31, 2020

    491,712  

Adjustment from lease reassessment

    (480,047 )

Depreciation on right-of-use assets

    5,123  

Right-of-use assets at December 31, 2020

  $ 16,788  

Depreciation on right-of-use assets

    (16,788 )

Right-of-use assets at March 31, 2021

  $ -  

 

 

8.

CONTRACT LIABILITIES

 

The following table presents changes in the contract liabilities balance:

 

Balance, December 31, 2019

  $ 192,958  

Amounts invoices and revenue deferred as at March 31, 2020

    37,569  

Recognition of deferred revenue included in period

    (56,806 )

Balance, March 31, 2020

  $ 173,721  

Amounts invoices and revenue deferred as at December 31, 2020

    229,658  

Recognition of deferred revenue included in the adjusted balance at the beginning of the period

    (184,813 )

Balance, December 31, 2020

  $ 218,566  

Amounts invoices and revenue deferred as at March 31, 2021

    135,523  

Recognition of deferred revenue included in period

    (63,628 )

Balance, March 31, 2021

  $ 290,460  

 

 

9.

LOANS PAYABLE

 

In 2020, the Company received loans of $100,000 through Canadian Emergency Business Account Program (“CEBA Loan”), which provides financial relief for Canadian small business during the COVID-19 pandemic. The CEBA loan has an initial term date on December 31, 2021 (the “Initial Term Date”) and may be extended to December 31, 2025. The CEBA Loan is non-revolving, with an interest rate being 0% per annum prior to the initial Term Date. Repayment of principal is not required before December 31, 2022. The loan payments can be made at any time without fees or penalties. Repaying the balance of the CEBA loan on or before December 31, 2022 will result in a loan forgiveness of $30,000. The loan forgiveness has been recorded as a reduction of general and administrative expense in 2020.

 

 

10.

SHARE CAPITAL

 

Authorized

 

Unlimited number of preference shares with no par value

Unlimited number of common shares with no par value

 

12

 

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2021

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)


 

 

11.

SHARE-BASED PAYMENTS

 

In December 2017, the Company amended its stock option plan (the “2017 Plan”). The 2017 Plan was established to provide an incentive to management (officers), employees, directors and consultants of the Company and its subsidiaries. The maximum number of shares which may be reserved for issuance under the 2017 Plan is limited to 7,105,838 common shares less the number of shares reserved for issuance pursuant to options granted under the 1996 Plan, the 2000 Plan, the 2005 Plan, the 2009 Plan and the 2011 Pan, provided that the Board of Directors of the Company has the right, from time to time, to increase such number subject to the approval of the relevant exchange on which the shares are listed and the approval of the shareholders of the Company.

 

The maximum number of common shares that may be reserved for issuance to any one person under the 2017 Plan is 5% of the common shares outstanding at the time of the grant (calculated on a non-diluted basis) less the number of shares reserved for issuance to such person under any option to purchase common shares of the Company granted as a compensation or incentive mechanism.

 

The exercise price of each option cannot be less than the market price of the shares on the day immediately preceding the day of the grant less any permitted discount. The exercise period of the options granted cannot exceed 10 years. Options granted under the 2017 Plan do not have any required vesting provisions. However, the Board of Directors of the Company may, from time to time, amend or revise the terms of the 2017 Plan or may terminate it at any time.

 

The following summarizes the options outstanding:

 

   

Number of

Options

   

Weighted Average

Exercise Price

   

Warrant Remaining

Contract Life (Yrs)

 

Outstanding as at January 01, 2020

    6,642,000     $ 0.13       2.26  

Granted

    450,000     $ 0.05       2.85  

Forfeited

    (2,000 )   $ 0.23       -  

Outstanding as at March 31, 2020

    7,090,000     $ 0.12       1.37  

Granted

    -     $ -       (0.75 )

Expired

    (2,730,000 )   $ 0.20          

Forfeited

    (120,000 )   $ (0.05 )     -  

Outstanding as at December 31, 2020

    4,240,000     $ 0.07       1.08  

Outstanding as at March 31, 2021

    4,240,000     $ . 0.07       0.83  

 

Options exercisable as at March 31, 2020

    6,590,000     $ 0.13  

Options exercisable as at December 31, 2020

    4,127,500     $ 0.07  

Options exercisable as at March 31, 2021

    4,240,000     $ 0.07  

 

The weighted average remaining contractual life for the stock options outstanding as at March 31, 2021 was 0.83 years (2020 - 1.37 years, 2019 - 2.17 years). The range of exercise prices for the stock options outstanding as at March 31, 2021 was $0.05 - $0.13 (2020 - $0.05 - $0.23 , 2019 - $0.07 - $0.23). The weighted average grant-date fair value of options granted to management, employees, directors and consultants during the period has been estimated at nil (2020 - $0.0355, 2019 - $0.0453) using the Black-Scholes option-pricing model.

 

13

 

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2021

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)


 

11.

SHARE-BASED PAYMENTS (Contd)

 

The pricing model assumes the weighted average risk free interest rates of Nil (2020 - 1.37%, 2019 - 2.19%, weighted average expected dividend yields of nil (2020 - nil, 2019 - nil), the weighted average expected common stock price volatility (based on historical trading) of nil (2020 - 123%, 2019 - 105%), a forfeiture rate of 0% (2020 - 0%, 2019 - 0%), a weighted average stock price of $0.08 (2020 - $0.07 , 2019 - $0.20), a weighted average exercise price of $0.07 (2020 - $0.05, 2019 - $0.07), and a weighted average expected life of 0.83 (2020 - 2.85 years, 2019 - 2.85 years ), which were estimated based on past experience with options and option contract specifics.

 

 

12.

GOVERNMENT GRANTS AND SUSIDIES

 

Government Grants

 

Included as a reduction of selling, general and administrative expenses are government grants of $55,000 (2020 - $55,000), relating to the Company's publishing and software projects. At the end of the period, $55,000 (March 31, 2020 - $55,000) is included in accounts and grants receivable.

 

One government grant for the print-based English language learning segment is repayable in the event that the segment’s annual net income before tax for the current year and the previous two years exceeds 15% of revenue. During 2021 and 2020, the conditions for the repayment of grants did not arise and no liability was recorded.

 

 

13.

FINANCIAL INSTRUMENTS

 

 

a.

Fair values

 

The carrying value of cash and accounts and grants receivable, approximates their fair value due to the liquidity of these instruments. The carrying values of accounts payables and accrued liabilities and loans payables approximate their fair value due to the requirement to extinguish the liabilities on demand or payable within a year.

 

 

b.

Financial risk management objectives and policies

 

The financial risk arising from the Company’s operations are currency risk, liquidity risk and credit risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Group’s ability to continue as a going concern. The risks associated with these financial instruments and the policies on how to mitigate these risks are as follows:

 

 

(i)

Foreign currency risk

 

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s monetary assets and liabilities denominated in currencies other than the Canadian Dollar and the Company’s net investments in foreign subsidiaries.

 

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

 

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

 

14

 

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2021

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)


 

13.

FINANCIAL INSTRUMENTS (Contd)

 

 

b.

Financial risk management objectives and policies (Contd)

 

 

(i)

Foreign currency risk (Contd)

 

A 10% strengthening of the US Dollar against the Canadian Dollar would have increased the net equity approximately by $115,087 (2020 ‑ $54,727) due to reduction in the value of net liability balance. A 10% of weakening of the US Dollar against the Canadian Dollar at March 31, 2021 would have had the equal but opposite effect. The significant financial instruments of the Company, their carrying values and the exposure to other denominated monetary assets and liabilities, as of March 31, 2021 are as follows:

 

   

March 31, 2021

   

March 31, 2020

 
   

USD

   

USD

 

Cash

    1,162,097       132,784  

Accounts receivable

    245,206       639,087  

Accounts payable

    28,442       45,794  

 

 

(ii)

Liquidity risk

 

The Company manages its liquidity risk by preparing and monitoring forecasts of cash expenditures to ensure that it will have sufficient liquidity to meet liabilities when due. The Company’s accounts payable and accrued liabilities generally have maturities of less than 90 days. At March 31, 2021, the Company had cash of $1,672,465 accounts and grants receivable of $385,956 and prepaid and other receivables of $104,590 to settle current liabilities of $511,407.

 

 

(iii)

Credit risk

 

Credit risk refers to the risk that one party to a financial instrument will cause a financial loss for the counterparty by failing to discharge an obligation. The Company is primarily exposed to credit risk through accounts receivable. The maximum credit risk exposure is limited to the reported amounts of these financial assets. Credit risk is managed by ongoing review of the amount and aging of accounts receivable balances. As at March 31, 2021, the Company has outstanding receivables of $330,956 (2020 - $973,127). New impairment requirements use an 'expected credit loss' ('ECL') model to recognize an allowance. Impairment is measured using a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. For receivables, a simplified approach to measuring expected credit losses using a lifetime expected loss allowance is available. The Company deposits its cash with high credit quality financial institutions, with the majority deposited within Canadian Tier 1 Banks.

 

 

14.

MAJOR CUSTOMER

 

The Company had sales to a major customer in the period ended in March 31, 2021 and March 31, 2020, a government agency of the People’s Republic of China. The total percentage of sales to this customer during the period was 18% (2020 - 27%, 2019 - 28%) and the total percentage of accounts receivable at March 31, 2021 was 84% (2020 - 94%, 2019 - 86%).

 

15

 

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2021

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)


 

 

15.

CAPITAL MANAGEMENT

 

The Company’s primary objectives when managing capital are to (a) safeguard the Company’s ability to develop, market, distribute and sell English language learning products, and (b) provide a sound capital structure for raising capital at a reasonable cost for the funding of ongoing development of its products and new growth initiatives. The Board of Directors does not establish quantitative capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

 

The Company includes equity, comprised of issued share capital, warrants, share-based payments reserve and deficit, in the definition of capital. The Company is dependent on cash flow from co-publishing and distribution agreements and external financing to fund its activities. In order to carry out planned development of its products and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There has been no change to the Company’s capital management from the approach used in 2021.

 

 

16.

SEGMENTED INFORMATION AND REVENUE

 

The Company operates two distinct reportable business segments as follows:

 

License of intellectual property: Lingo Learning is a print-based publisher of English language learning textbook programs in China. It earns significantly higher royalties from Licensing Sales compared to Finished Product Sales.

 

Online and Offline Language Learning: ELL Technologies is a global web-based educational technology (“EdTech”) language learning, training, and assessment company. The Company provides the right to access to hosted software over a contract term without the customer taking possession of the software. The Company also provides offline licenses for the right to use perpetual language-learning.

 

Transactions between operating segments and reporting segment are recorded at the exchange amount and eliminated upon consolidation.

 

Segmented Information (Before Other Financial Items Below)

 

March 31, 2021

 

Online English

Language Learning

   

Print-Based English

Language Learning

   

Head Office

   

Total

 

Segmented assets

  $ 240,769     $ 1,907,372     $ 33,818     $ 2,181,959  

Segmented liabilities

    375,781       101,011       104,615       581,407  

Segmented revenue

    122,250       26,830       -       149,080  

Segmented direct costs

    29,882       42,400       -       72,282  

Segmented selling, general &

administrative expense

    50,986       93,101       124,236       268,323  

Segmented other expense

    218       24,300       901       25,419  

Segmented profit (loss)

    (10,836 )     (130,524 )     (124,336 )     (265,697 )

 

16

 

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2021

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)


 

16.

SEGMENTED INFORMATION AND REVENUE (Contd)

 

March 31, 2020

 

Online English

Language Learning

   

Print-Based English

Language Learning

   

Head Office

   

Total

 

Segmented assets

  $ 483,281     $ 1,758,244     $ 67,547     $ 2,309,072  

Segmented liabilities

    368,896       625,325       144,634       1,138,855  

Segmented revenue

    71,051       26,073       -       91,124  

Segmented direct costs

    39,278       35,614       -       74,892  

Segmented selling, general & administrative expense

    (603,902 )     91,102       156,593       (356,207 )

Segmented other expense

    897       28,319       144       29,360  

Segmented profit (loss)

    552,394       (128,961 )     (156,738 )     266,695  

 

 

March 31, 2019

 

Online English

Language Learning

   

Print-Based English Language Learning

   

Head Office

   

Total

 

Segmented assets

  $ 166,183     $ 991,858     $ 50,322     $ 1,208,363  

Segmented liabilities

    326,088       176,976       447,846       950,910  

Segmented revenue

    80,503       31,461       -       111,964  

Segmented direct costs

    23,005       21,931       -       44,936  

Segmented selling, general & administrative expense

    58,525       99,964       118,515       277,003  

Segmented other expense

    2,843       8,948       179       11,970  

Segmented loss

    (61,589 )     (99,383 )     (118,694 )     (279,666 )

 

 

Other Financial Items

 

2021

   

2020

   

2019

 

Online English Language Learning segmented income (loss)

  $ (10,833 )   $ 552,394     $ (61,589 )

Print-Based English Language Learning segmented income (loss)

    (130,522 )     (128,961 )     (99,383 )

Head office

    (124,336 )     (156,738 )     (118,694 )

Foreign exchange

    (149,933 )     (49,169 )     (2,867 )

Interest income (expense)

    (2,270 )     20,954       (4,231 )

Share-based payment

    (1,780 )     (4,861 )     (27,758 )

Other comprehensive income (loss)

    151,420       165,461       (14,377 )

Total Comprehensive Income (Loss)

  $ (268,257 )   $ 399,080     $ (328,899 )

 

17

 

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2021

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)


 

16.

SEGMENTED INFORMATION AND REVENUE (Contd)

 

Identifiable Non-Current Assets by Geographic Region

 

   

2021

   

2020

   

2019

 

Canada

  $ 18,451     $ 522,979     $ 48,585  

China

    497       538       604  
    $ 18,948     $ 523,518     $ 49,189  

 

Revenue by Geographic Region

 

   

2021

   

2020

   

2019

 

Latin America

  $ 106,686     $ 58,296     $ 66,118  

China

    30,213       27,221       34,162  

Other

    12,181       11,607       11,684  
    $ 149,080     $ 97,124     $ 111,964  

 

 

17.

SUPPLEMENTAL CASH FLOW INFORMATION

 

   

2021

   

2020

   

2019

 

Income taxes and other taxes paid

  $ -     $ 3,436     $ 7,560  

Interest paid

  $ 2,270     $ 14,530     $ 2,955  

Interest received

  $ -     $ 35,485     $ -  

 

 

18.

RELATED PARTY BALANCES AND TRANSACTIONS

 

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

 

 

(a)

The Company charged $3,700 (2020 - $5,100, 2019 - $84,442) to the corporations with director or officer in common for rent, administration, office charges and telecommunications.

 

 

(b)

During the period ended March 31, 2021, the company paid $1,200 director fees to independent directors.

 

 

(c)

Key management compensation was $73,500 (2020 - $132,266, 2019 - $78,000) and is reflected as consulting fees paid to corporations owned by a director and officers of the Company, of which $nil (2020 - $30,766) of the management compensation is included in accrued liabilities.

 

18

 

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2021

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)


 

 

19.

COVID-19

 

Since December 31, 2019, 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.

 

Lingo Media has taken measures to protect its management, employees and contractors and has advised them to work from home and maintain a safe environment to ensure they are healthy and have minimal exposure to the risk of infection.

 

The Company has contacted all the parties it is working with to ensure they are all working in a safe environment. A number of such parties have had an impact on their operations and ability to collaborate, while, a large number have identified multiple new business opportunities due to COVID-19 and the stay at home order of students in many countries. Lingo Media is offering e-learning solutions which fit the challenges schools and universities are facing by providing an online language learning solutions. In addition, the Company has designed a number of promotions to ensure its clients can easily deploy its suite of products that are well suited for a quarantined environment.

 

 

19