EX-99.1 2 mmat-ex99_1.htm EX-99.1 EX-99.1

 

Exhibit 99.1

 

 

 

img76292530_0.jpg 

 

 

Meta Materials Announces Q4 and FY 2021 Results

 

HALIFAX, NS / ACCESSWIRE / March 1, 2022 / Meta Materials Inc. (the “Company” or “META®”) (NASDAQ: MMAT, FSE: MMAT) a developer of high-performance functional materials and nanocomposites, today announced fourth quarter and FY 2021 results. Please visit the Investors section of our website to view the 2021 Shareholder Letter and Annual Report. The Company will host a webcast on Wednesday March 2, 2022, at 11:00 AM EST.

 

The 2021 financial statements and the associated management discussion and analysis for the year ended December 31, 2021 are available on the Investors section of our website as well as on Nasdaq.com or on the SEC EDGAR website at www.sec.gov.

 

In 2021, total revenue grew 264%, to $4,082,517, compared to $1,122,183 in 2020. In Q4 2021, total revenue of $2,289,282, compared to $273,324 in Q4 2020, reflects a contribution of approximately $1.8 million from the acquisition of Nanotech Security Corp., which closed on October 5, 2021. The 2021 net loss was $90,997,261 (which includes a one-time, non-cash loss of $40,540,091 on financial instruments), or $0.39 per share on 232,898,398 weighted average shares, compared to a net loss of $11,611,259, or $0.08 per share on 137,258,259 weighted average shares in 2020. For Q4 2021, the net loss was $29,530,191, or $0.13 per share on 232,898,398 weighted average shares, compared to a loss of $5,796,026 or $0.04 per share on 137,258,259 weighted average shares.

 

Net cash used in operating activities during the year ended December 31, 2021, was $34,764,911, compared to $7,929,046 in 2020. In 2021, capital expenditures for purchases of property, plant, and equipment and intangible assets totaled $12,789,311. Cash used for the acquisition of Nanotech Security Corp. was approximately $66.1 million, net of cash acquired. Proceeds from the RTO of Torchlight Energy Resources were approximately $146.9 million. As of December 31, 2021, cash and cash equivalents totaled approximately $50.3 million, including about $0.8 million in restricted cash and $2.8 million in short-term investments. The Company has no debt, except for approximately $3.2 million in various interest-free loans from ACOA (Atlantic Canada Opportunities Agency), and common shares outstanding were 284,573,316.

 

Webcast Details:

Date: March 2, 2022

Time: 11:00 AM EST / 8:00 AM PST

To register, please use the link below:
https://audience.mysequire.com/webinar-view?webinar_id=d560bf5a-03b7-4131-827a-19bd5d0b80e4

 

About Meta Materials Inc.

 

 

 

 

META® delivers previously unachievable performance, across a range of applications, by inventing, designing, developing, and manufacturing sustainable, highly functional materials. Our extensive technology platform enables leading global brands to deliver breakthrough products to their customers in consumer electronics, 5G communications, health and wellness, aerospace, automotive, and clean energy. Our nano-optic technology provides anti-counterfeiting security features for government documents and currencies and authentication for brands. Our achievements have been widely recognized, including being named a Lux Research Innovator of the Year in 2021. Learn more at www.metamaterial.com.

 

 

 

Page | 2

 

 

META MATERIALS INC.

 

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

46,645,704

 

 

$

1,395,683

 

Restricted cash

 

 

788,768

 

 

 

—

 

Short-term investments

 

 

2,875,638

 

 

 

—

 

Grants receivable

 

 

175,780

 

 

 

327,868

 

Accounts and other receivables

 

 

1,665,700

 

 

 

22,833

 

Inventory

 

 

265,718

 

 

 

463,382

 

Prepaid expenses and other current assets

 

 

3,451,367

 

 

 

514,203

 

Assets held for sale

 

 

75,500,000

 

 

 

—

 

Due from related parties

 

 

10,657

 

 

 

—

 

Total current assets

 

 

131,379,332

 

 

 

2,723,969

 

Intangible assets, net

 

 

28,971,824

 

 

 

4,476,614

 

Property, plant and equipment, net

 

 

27,018,114

 

 

 

2,761,171

 

Operating lease right-of-use assets

 

 

6,278,547

 

 

 

270,581

 

Goodwill

 

 

240,376,634

 

 

 

—

 

Total assets

 

$

434,024,451

 

 

$

10,232,335

 

Liabilities and stockholders’ equity (deficit)

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Trade and other payables

 

$

13,335,470

 

 

$

2,940,452

 

Due to related party

 

 

—

 

 

 

245,467

 

Current portion of long-term debt

 

 

491,278

 

 

 

290,544

 

Current portion of deferred revenues

 

 

779,732

 

 

 

1,239,927

 

Current portion of deferred government assistance

 

 

846,612

 

 

 

779,578

 

Preferred stock liability

 

 

75,500,000

 

 

 

—

 

Current portion of operating lease liabilities

 

 

663,861

 

 

 

150,802

 

Asset retirement obligations

 

 

21,937

 

 

 

—

 

Unsecured convertible promissory notes

 

 

—

 

 

 

1,203,235

 

Secured convertible debentures

 

 

—

 

 

 

5,545,470

 

Total current liabilities

 

 

91,638,890

 

 

 

12,395,475

 

Deferred revenues

 

 

637,008

 

 

 

804,143

 

Deferred government assistance

 

 

3,038

 

 

 

146,510

 

Deferred tax liability

 

 

324,479

 

 

 

318,054

 

Unsecured convertible debentures

 

 

—

 

 

 

1,825,389

 

Long-term operating lease liabilities

 

 

3,706,774

 

 

 

119,779

 

Funding obligation

 

 

268,976

 

 

 

776,884

 

Long-term debt

 

 

2,737,171

 

 

 

2,743,504

 

Total liabilities

 

 

99,316,336

 

 

 

19,129,738

 

Stockholders’ equity (deficit)

 

 

 

 

 

 

Common stock - $0.001 par value; 1,000,000,000 shares authorized, 284,573,316 shares issued and outstanding at December 31, 2021, and $Nil par value; unlimited shares authorized, 154,163,975 shares issued and outstanding at December 31, 2020

 

 

262,751

 

 

 

132,347

 

Additional paid-in capital

 

 

463,136,404

 

 

 

29,022,977

 

Accumulated other comprehensive loss

 

 

(296,936

)

 

 

(655,884

)

Accumulated deficit

 

 

(128,394,104

)

 

 

(37,396,843

)

Total stockholders’ equity (deficit)

 

 

334,708,115

 

 

 

(8,897,403

)

Total liabilities and stockholders’ equity

 

$

434,024,451

 

 

$

10,232,335

 

 

 

Page | 3

 

 

 

META MATERIALS INC.

 

Consolidated Statements of Operations and Comprehensive Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended
December 31

 

 

Year ended
December 31

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Product sales

 

$

86,484

 

 

$

—

 

 

$

407,915

 

 

$

2,905

 

Development revenue

 

 

2,202,798

 

 

 

273,324

 

 

 

3,674,602

 

 

 

1,119,278

 

Total revenue

 

 

2,289,282

 

 

 

273,324

 

 

 

4,082,517

 

 

 

1,122,183

 

Cost of goods sold

 

 

529,764

 

 

 

159

 

 

 

675,973

 

 

 

3,254

 

Gross profit

 

 

1,759,518

 

 

 

273,165

 

 

 

3,406,544

 

 

 

1,118,929

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling & marketing

 

 

1,144,885

 

 

 

543,989

 

 

 

2,267,354

 

 

 

1,064,659

 

General & administrative

 

 

13,483,954

 

 

 

2,086,817

 

 

 

29,699,601

 

 

 

6,707,858

 

Research & development

 

 

4,266,606

 

 

 

1,166,275

 

 

 

9,497,427

 

 

 

4,102,791

 

Total operating expenses

 

 

18,895,445

 

 

 

3,797,081

 

 

 

41,464,382

 

 

 

11,875,308

 

Loss from operations

 

 

(17,135,927

)

 

 

(3,523,916

)

 

 

(38,057,838

)

 

 

(10,756,379

)

Interest expense, net

 

 

(12,612

)

 

 

(536,953

)

 

 

(1,106,445

)

 

 

(1,429,954

)

Loss on foreign exchange, net

 

 

564,660

 

 

 

(345,990

)

 

 

(205,882

)

 

 

(264,831

)

Loss on financial instruments, net

 

 

—

 

 

 

(2,012,303

)

 

 

(40,540,091

)

 

 

(844,993

)

Other (loss) income, net

 

 

(13,612,192

)

 

 

517,076

 

 

 

(11,939,068

)

 

 

1,491,188

 

Total other expense, net

 

 

(13,060,144

)

 

 

(2,378,170

)

 

 

(53,791,486

)

 

 

(1,048,590

)

Loss before income taxes

 

 

(30,196,071

)

 

 

(5,902,086

)

 

 

(91,849,324

)

 

 

(11,804,969

)

Income tax recovery

 

 

665,880

 

 

 

106,059

 

 

 

852,063

 

 

 

193,710

 

Net loss

 

$

(29,530,191

)

 

$

(5,796,027

)

 

$

(90,997,261

)

 

$

(11,611,259

)

Other comprehensive income (loss) net of tax

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation (loss) gain

 

 

(303,902

)

 

 

79,480

 

 

 

(321,230

)

 

 

88,173

 

Fair value gain (loss) on changes of own credit risk

 

 

—

 

 

 

(91,749

)

 

 

680,178

 

 

 

(680,178

)

Total other comprehensive income (loss)

 

 

(303,902

)

 

 

(12,269

)

 

 

358,948

 

 

 

(592,005

)

Comprehensive loss

 

$

(29,834,093

)

 

$

(5,808,296

)

 

$

(90,638,313

)

 

$

(12,203,264

)

Basic and diluted loss per share (1)

 

$

(0.13

)

 

$

(0.04

)

 

$

(0.39

)

 

$

(0.08

)

Weighted average number of shares outstanding - basic and
   diluted (1)

 

 

232,898,398

 

 

 

137,258,259

 

 

 

232,898,398

 

 

 

137,258,259

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Retroactively restated for the year ended December 31, 2021 and 2020 for the Torchlight RTO ("Reverse acquisition") and CPM RTO ("Reverse Recapitalization") as described in Note 3

 

 

 

Page | 4

 

 

META MATERIALS INC.

 

Consolidated Statements of Cash Flows

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(90,997,261

)

 

$

(11,611,259

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Non-cash finance (income) expense

 

 

(471,689

)

 

 

138,927

 

Non-cash interest expense

 

 

902,940

 

 

 

1,052,776

 

Non-cash lease expense

 

 

439,791

 

 

 

—

 

Deferred income tax

 

 

(852,063

)

 

 

(193,710

)

Depreciation and amortization

 

 

3,491,493

 

 

 

2,326,220

 

Impairment of assets

 

 

237,013

 

 

 

4,018

 

Unrealized foreign currency exchange loss

 

 

407,352

 

 

 

205,001

 

Loss on financial instruments, net

 

 

40,540,091

 

 

 

844,993

 

Change in deferred revenue

 

 

(679,541

)

 

 

(551,374

)

Non-cash government assistance

 

 

(544,932

)

 

 

(775,800

)

Loss on debt settlement

 

 

19,253

 

 

 

—

 

Stock-based compensation

 

 

1,576,849

 

 

 

1,509,684

 

Non-cash consulting expense

 

 

6,513,378

 

 

 

2,307

 

Changes in operating assets and liabilities

 

 

4,652,415

 

 

 

(880,830

)

Net cash used in operating activities

 

 

(34,764,911

)

 

 

(7,929,047

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of intangible assets

 

 

(1,133,894

)

 

 

(104,132

)

Purchases of property, plant and equipment

 

 

(11,655,417

)

 

 

(555,013

)

Purchase of short-term investments

 

 

(2,889,852

)

 

 

—

 

Acquisition of business, net of cash acquired

 

 

(66,131,025

)

 

 

—

 

Proceeds from reverse takeover

 

 

146,954,733

 

 

 

3,072,136

 

Net cash provided by investing activities

 

 

65,144,545

 

 

 

2,412,991

 

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from long-term debt

 

 

1,127,151

 

 

 

25,783

 

Repayments of long-term debt

 

 

(1,090,047

)

 

 

(190,633

)

Proceeds from government grants

 

 

223,384

 

 

 

198,286

 

Proceeds from unsecured promissory notes

 

 

13,963,386

 

 

 

1,378,042

 

Proceeds from secured convertible debentures

 

 

—

 

 

 

3,630,019

 

Proceeds from unsecured convertible debentures

 

 

—

 

 

 

693,784

 

Proceeds from issuance of common stock and warrants, net

 

 

—

 

 

 

598,546

 

Proceeds from stock option exercises

 

 

1,293,263

 

 

 

—

 

Proceeds from warrant exercises

 

 

138,726

 

 

 

—

 

Net cash provided by financing activities

 

 

15,655,863

 

 

 

6,333,827

 

Net increase in cash, cash equivalents and restricted cash

 

 

46,035,497

 

 

 

817,771

 

Cash, cash equivalents and restricted cash at beginning of the year

 

 

1,395,683

 

 

 

407,061

 

Effects of exchange rate changes on cash, cash equivalents and restricted cash

 

 

3,292

 

 

 

170,851

 

Cash, cash equivalents and restricted cash at end of the year

 

$

47,434,472

 

 

$

1,395,683

 

Supplemental cash flow information

 

 

 

 

 

 

Accrued purchases of property, equipment and patents

 

 

1,692,969

 

 

 

1,449,197

 

Right-of-use assets obtained in exchange for lease liabilities

 

 

3,590,148

 

 

 

309,907

 

Right-of-use assets and prepaid expenses recognized in exchange for common stock

 

 

2,149,381

 

 

 

—

 

Settlement of liabilities in common stock

 

 

51,992,451

 

 

 

—

 

Interest paid on debt

 

 

64,528

 

 

 

193,745

 

 

Page | 5

 

 

 

 

 

 

 

Forward Looking Information

 

This press release includes forward-looking information or statements within the meaning of Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, regarding the Company, which may include, but are not limited to, statements with respect to the business strategies, product development, expansion plans and operational activities of the Company . Often but not always, forward-looking information can be identified by the use of words such as “pursuing”, “potential”, “predicts”, “projects”, “seeks”, “plans”, “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of the Company and are based on assumptions and subject to risks and uncertainties. Although the management of the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, the capabilities of our facilities and the expansion thereof, research and development projects of the Company, the market potential of the products of the Company , the market position of the Company, the scalability of the Company’s production ability, capacity for new customer engagements, material selection programs timeframes, the ability to reduce production costs, enhance metamaterials manufacturing capabilities and extend market reach into new applications and industries, the ability to accelerate commercialization plans, the possibility of new customer contracts, the continued engagement of our employees, the technology industry, market strategic and operational activities, and management’s ability to manage and to operate the business. More details about these and other risks that may impact the Company’s businesses are described under the heading “Forward-Looking Information” and under the heading “Risk Factors” in the Company’s Form 10-Q filed with the SEC on November 15, 2021, in the Company’s Form 10-K filed with the SEC on March 18, 2021, and in subsequent filings made by Meta Materials with the SEC, which are available on SEC’s website at www.sec.gov. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by law.

 

Investor Contact

Mark Komonoski
Senior Vice President
Integrous Communications
Phone: 1-877-255-8483
Email: ir@metamaterial.com

 

Media Inquiries

Page | 6

 

 

Rob Stone
Vice President, Corporate Development and Communications
Meta Materials Inc.

media@metamaterial.com

Page | 7