Exhibit 4.4

AcuityAds Holdings Inc.

Condensed Interim Consolidated
Financial Statements
(Unaudited)

Three months ended
March 31, 2021 and 2020

(expressed in Canadian dollars)

AcuityAds Holdings Inc.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited)

(expressed in Canadian dollars)

	March 31, 2021 $		December 31, 2020 $
Assets
Current assets
Cash and cash equivalents		27,010,140		22,638,300
Accounts receivable		27,443,181		31,859,306
Prepaid expenses and other		2,041,419		1,901,067
Investment tax credits receivable		–		21,922
		56,494,740		56,420,595
Non-current assets
Property and equipment (note 3)		6,954,965		7,945,110
Intangible assets (note 4)		2,845,385		3,197,953
Goodwill		4,869,841		4,869,841
		71,164,931		72,433,499
Liabilities
Current liabilities
Accounts payable and accrued liabilities		20,833,225		23,232,661
Term loans (note 16)		2,436,213		2,481,550
International loans (note 17)		528,280		1,092,297
Lease obligations (notes 5)		2,276,678		2,850,497
		26,074,396		29,657,005
Non-current liabilities
Term loans (note 16)		5,102,996		5,796,454
International loans (note 17)		782,418		887,932
Lease obligations (notes 5)		3,667,373		4,041,520
		35,627,183		40,382,911
Shareholders’ Equity (notes 7)		35,537,748		32,050,588
		71,164,931		72,433,499

AcuityAds Holdings Inc.

Condensed Interim Consolidated Statements of Income (Loss)

(Unaudited)

(expressed in Canadian dollars)

	March 31, 2021 $		March 31, 2020 $
Revenue
Managed services		22,256,217		19,318,275
Self-service		5,198,375		4,897,325
		27,454,592		24,215,600
Media costs		13,090,500		12,027,213
Gross profit		14,364,092		12,188,387
Operating expenses
Sales and marketing		4,554,024		4,828,925
Technology (note 11)		3,793,370		4,053,022
General and administrative		1,531,793		1,600,238
Share-based compensation (note 7)		864,392		143,124
Depreciation and amortization		1,383,026		2,166,344
		12,126,605		12,791,653
Income (loss) from operations		2,237,487		(603,266	)
Finance costs (note 8)		274,880		602,392
Foreign exchange (gain) loss		568,483		(1,514,296	)
		843,363		(911,904	)
Net income before income taxes		1,394,124		308,638
Income taxes (note 18)		30,243		103,864
Net income for the year		1,363,881		204,774
Net income per share (note 9)
Basic and diluted		0.03		0.00

AcuityAds Holdings Inc.

Condensed Interim Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(expressed in Canadian dollars)

	March 31, 2021 $		March 31, 2020 $
Net income for the period		1,363,881		204,774
Exchange differences on translating foreign operations		754,331		664,172
Comprehensive income (loss) for the period		609,550		(459,398	)

AcuityAds Holdings Inc.

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

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

(expressed in Canadian dollars)

	2021
	Common shares
	Number		Amount $		Contributed surplus $			Warrants $			Other reserves $		Deficit $			Total $
Balance – December 31, 2020		53,422,024		56,983,111		7,224,222			31,279			415,049		(32,603,073	)		32,050,588
Shares issued – options exercised		611,666		857,882		–			–			–		–			857,882
Share-based compensation (note 7(c))		–		–		864,392			–			–		–			864,392
Shares issued – Warrants exercised		39,821		61,723		30,663			(30,663	)		–		–			61,723
Shares issued – DSUs/RSUs exercised (notes 7(d) and 7(e))		564,330		744,419		(744,419	)		–			–		–			–
Other comprehensive income		–		–		–			–			339,282		–			339,282
Net income for the year		–		–		–			–			–		1,363,881			1,363,881
Balance – March 31, 2021		54,637,841		58,647,135		7,374,858			616			754,331		(31,239,192	)		35,537,748

	2020
	Common shares
	Number		Amount $		Contributed surplus $			Warrants $			Other reserves $			Deficit $			Total $
Balance – December 31, 2019		47,824,212		42,185,794		6,965,447			2,337,372			415,915			(36,294,063	)		15,599,465
Share-based compensation (note 7(c))		–		–		143,124			–			–			–			143,124
Shares issued – Warrants exercised		706,168		712,502		533,564			(533,564	)		–			–			712,502
Shares issued – DSUs/RSUs exercised (notes 7(d) and 7(e))		593,236		507,623		(507,623	)		–			–			–			–
Other comprehensive income		–		–		–			–			(1,080,086	)		–			(1,080,086	)
Net loss for the year		–		–		–			–			–			204,774			204,774
Balance – March 31, 2020		49,123,616		43,405,919		7,123,512			1,803,808			(664,171	)		(36,089,289	)		15,579,779

AcuityAds Holdings Inc.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited)

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

(expressed in Canadian dollars)

	2021 $			2020 $
Cash provided by (used in)
Operating activities
Income for the year		1,363,881			204,774
Adjustments to reconcile net income to net cash flows
Depreciation and amortization		1,383,026			2,166,344
Finance costs (note 8)		274,880			602,392
Share-based compensation (note 7(c))		864,392			143,124
Change in non-cash operating working capital
Accounts receivable		4,416,125			8,003,584
Prepaid expenses and other		(140,352	)		(540,503	)
Investment tax credits receivable		21,922			65,918
Accounts payable and accrued liabilities		(2,287,367	)		(6,130,551	)
Interest paid – net		(241,264	)		(559,988	)
		5,655,243			3,955,094
Investing activities
Additions to property and equipment (note 3)		(40,313	)		(2,967,097	)
Additions to intangible assets (note 4)		-			(260,929	)
		(40,313	)		(3,228,026	)
Financing activities
Amount drawn from revolving line of credit (note 15)		-			23,690,010
Repayment of revolving line of credit (note 15)		-			(25,893,227	)
Repayment of term loans principal (note 16)		(616,722	)		(302,625	)
Additions to international loans		154,303			-
Repayment of international loans		(823,834	)		(113,766	)
Additions to leases		-			2,424,379
Repayment of leases		(876,442	)		(847,102	)
Proceeds from the exercise of warrants		61,723			712,502
Proceeds from the exercise of stock options		857,882			-
		(1,243,090	)		(329,829	)
Increase (decrease) in cash and cash equivalents		4,371,840			397,239
Cash and cash equivalents - Beginning of year		22,638,300			7,407,122
Cash and cash equivalents - End of year		27,010,140			7,804,361
Supplemental disclosure of non-cash transactions
Additions to property and equipment under leases		-			2,962,605

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

1 Corporate information

AcuityAds Holdings Inc. (“AcuityAds” or the “Company”), and its wholly owned subsidiaries AcuityAds Inc., AcuityAds US Inc., 140 Proof Inc., and ADman Interactive S.L.U. (“ADman”), a company that holds certain technology assets, is a leading provider of targeted digital media solutions, enabling advertisers to connect intelligently with their audiences across online display, video, social and mobile campaigns. AcuityAds is a publicly traded company, incorporated in Canada, and its head office is located at 70 University Ave, Suite 1200, Toronto, Ontario M5J 2M4. The Company’s common shares are listed on the Toronto Stock Exchange in Canada, under the trading symbol “AT”.

Effective January 1, 2020 AcuityAds MM Inc. and Visible Measures Corp were merged into AcuityAds US Inc. and 2422330 Ontario Inc. was amalgamated into AcuityAds Inc.

2 Summary of significant accounting policies

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board. The date the Board of Directors authorized the consolidated financial statements for issue is May 10, 2021.

Basis of presentation

These condensed interim consolidated financial statements are prepared in Canadian dollars, which is the Company’s functional and reporting currency and have been prepared mainly under the historical cost basis. Other measurement bases used are described in the applicable notes.

Significant accounting policies

The disclosures contained in these unaudited condensed interim consolidated financial statements do not include all the requirements of IFRS for annual financial statements. The unaudited condensed interim consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2020.

The unaudited condensed interim consolidated financial statements are based on accounting policies, as described in note 2 to the 2020 audited annual consolidated financial statements.

Risks and uncertainties

On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 which continues to spread throughout Canada and around the world, as a global pandemic. To date, the Canadian federal and provincial governments as well as businesses have mandated various measures, including: travel restrictions, restrictions on public gatherings, stay-at-home orders and advisories, and the quarantine of individuals who have been exposed to the virus. COVID-19 and actions taken to mitigate the spread of it have had, and are expected to continue to have, an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates.

The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including but not limited to the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, all of which are uncertain and cannot be predicted. COVID-19 could cause a further and sustained decline in the Company’s share price or the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause the Company to perform a goodwill or intangible assets impairment test and result in an impairment charge being recorded for that period.

1 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

As of the date of issuance of these condensed interim consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity or results of operations is uncertain.

3 Property and equipment

	Furniture and fixtures $			Data centre equipment $			Office computer equipment $			Equipment under finance leases $			Total $
Net book value – December 31, 2020		850,831			8,824			367,405			6,718,050			7,945,110
Additions		-			-			40,313			-			40,313
Depreciation		(58,521	)		(2,503	)		(69,165	)		(900,269	)		(1,030,458	)
Net book value – March 31, 2021		792,310			6,321			338,553			5,817,781			6,954,965

	Furniture and fixtures $			Data centre equipment $			Office computer equipment $			Equipment under finance leases $			Total $
Net book value – December 31, 2019		373,330			21,351			482,641			6,101,512			6,978,834
Additions		-			-			4,491			2,962,606			2,967,097
Depreciation		(29,966	)		(3,250	)		(56,619	)		(852,272	)		(942,107	)
Net book value – March 31, 2020		343,364			18,101			430,513			8,211,846			9,003,824

4 Intangible assets

	Customer relationships $			Tradename $		Technology $			Total $
Net book value – December 31, 2020		52,460			-		3,145,493			3,197,953
Amortization		(29,912	)		-		(322,656	)		(352,568	)
Net book value – March 31, 2021		22,548			-		2,822,837			2,845,385

	Customer relationships $			Tradename $			Technology $			Total $
Net book value – December 31, 2019		1,641,517			336,548			5,763,817			7,741,883
Additions		-			-			260,929			260,929
Amortization		(381,232	)		(116,473	)		(726,533	)		(1,224,238	)
Net book value – March 31, 2020		1,260,285			220,075			5,298,213			6,778,573

2 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

During the three months ended March 31, 2021, the Company capitalized $nil (2020 – $260,929) of development costs relating to revenue generating technology.

5 Lease obligations

	March 31 2021 $		December 31, 2020 $
Obligations under leases		5,944,051		6,892,017
Less: Current portion		2,276,678		2,850,497
		3,667,373		4,041,520

The Company has minimum lease payment commitments under leases for the following amounts:

	$
2021		2,385,168
2022		2,118,475
2023		1,560,947
2024		542,868
		6,607,458
Less: Interest		663,407
Present value of minimum lease payments		5,944,051

6 Related party transactions and balances

Directors and officers are eligible to participate in the Company’s long-term incentive plans. During the three months ended March 31, 2021, the Company issued nil (2020 – 170,000) stock options to directors and officers of the Company (note 7(c)).

During the three months ended March 31, 2021, the Company issued 97,498 (2020 - nil) RSUs to directors and officers of the Company. Of those issued in 2021, 85,225 were granted to officers and 12,273 were granted to directors in lieu of cash bonuses and director fees, all vesting immediately.

As at March 31, 2021 $nil (2020 - $1,319,625) of the current outstanding term loans (note 16) relates to amounts loaned by related parties.

7 Share capital and share based payments

a) Share capital

As at March 31, 2021, the Company had an unlimited number of common shares authorized for issuance (2020 – unlimited) and 54,637,841 common shares outstanding (2020 – 53,422,024).

b) Equity financing

On December 4, 2020, the Company closed a bought deal offering comprised of 1,968,000 common shares issued from treasury and offered by the Company at a price of $6.10 per share for total gross proceeds of $12,004,800, including the full exercise by the underwriters of the over-allotment option. The offering was completed by a syndicate of underwriters. In consideration for their services, the underwriters received aggregate cash compensation equal to 6% of the gross proceeds of the offering. The Company incurred additional share issuance costs of $1,386,913 in connection with the offering.

3 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

c) Stock option plan and Omnibus Incentive Plan

The Company has a stock option plan (the “Stock Option Plan”), deferred share unit plan (the “Deferred Share Unit Plan”) and an omnibus long-term incentive plan (the “Omnibus Incentive Plan”). Since the adoption of the Omnibus Incentive Plan by shareholders on June 16, 2020, the Company has stopped issuing new stock options under its Stock Option Plan and new DSUs under its Deferred Share Unit plan. Previously issued stock options and DSUs remain outstanding and are governed by the plans under which they were initially issued.

Under the Stock Option Plan, the Board of Directors granted stock options to employees, officers, directors and consultants of the Company. The expiry date of options granted under the Stock Option Plan typically did not exceed five years from the grant date. The vesting schedule was at the discretion of the Board of Directors and was generally annually over a three-year period. The exercise price of options was equal to the market price per share on the day preceding the grant date.

The Omnibus Incentive Plan allows for a variety of equity-based awards to be granted to officers, directors, employees and consultants (in the case of stock options, PSUs and RSUs) and non-employee directors (in the case of DSUs). Stock options, PSUs, RSUs and DSUs are collectively referred to herein as “Awards”. Each Award represents the right to receive common shares, or in the case of PSUs, RSUs and DSUs, common shares or cash, in accordance with the terms of the Omnibus Incentive Plan.

The maximum number of common shares reserved for issuance, in the aggregate, under the Omnibus Incentive Plan, the Stock Option Plan, the Deferred Share Unit Plan of the Company and any other security based compensation arrangement, collectively, is 15% of the aggregate number of common shares issued and outstanding from time to time.

As at March 31, 2021, the Company was entitled to issue a maximum of 8,195,676 equity-based awards, collectively under the Omnibus Incentive Plan, the existing Stock Option Plan, the existing DSU Plan and any other security-based compensation arrangement.

4 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

The following table summarizes the continuity of options issued under the Stock Option Plan:

	March 31, 2021					March 31, 2020
	Number of options			Weighted average exercise price $		Number of options			Weighted average exercise price $
Outstanding – Beginning of year		1,865,519			1.69		3,409,886			1.45
Granted		3,333			1.06		235,000			1.59
Forfeited or cancelled		-			-		(703,385	)		1.03
Exercised		(611,666	)		1.40		-			-
Outstanding – End of year		1,257,186			1.83		2,941,501			1.45
Options exercisable – End of year		780,688			2.14		1,857,836			1.73

The following table summarizes the continuity of options issued under the Omnibus Incentive Plan:

	March 31, 2021				March 31, 2020
	Number of options		Weighted average exercise price $		Number of options		Weighted average exercise price $
Outstanding – Beginning of year		35,000		2.09		-		-
Granted		-		-		-		-
Forfeited or cancelled		-		-		-		-
Exercised		-		-		-		-
Outstanding – End of year		35,000		2.09		-		-
Options exercisable – End of year		-		-		-		-

5 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

A summary of the Company’s combined stock options and Omnibus options outstanding under the above plans is as follows:

	March 31, 2021
Range of exercise prices $	Number of options		Weighted average remaining contractual life (years)		Weighted average number of options exercisable
0.96		37,333		2.42		667
1.06		132,168		2.50		43,667
1.13		95,000		4.17		-
1.14		10,000		2.67		6,667
1.15		20,000		3.67		6,667
1.27		8,334		3.42		1,668
1.55		83,017		3.17		4,351
1.59		185,000		3.92		51,668
1.71		506,334		3.00		485,333
1.94		50,000		0.42		50,000
2.09		35,000		4.42		-
4.12		7,500		1.17		7,500
4.47		22,500		1.42		22,500
4.60		100,000		1.00		100,000
		1,292,186				780,688

	March 31, 2020
Range of exercise prices $	Number of options		Weighted average remaining contractual life (years)		Weighted average number of options exercisable
0.64		500,000		3.17		166,667
0.78		90,000		0.17		90,000
0.83		100,000		0.67		100,000
0.94		90,000		0.42		90,000
0.96		110,000		3.42		36,666
1.00		75,000		0.92		75,000
1.06		285,500		3.50		95,167
1.08		75,000		1.00		75,000
1.14		10,000		3.67		3,333
1.15		20,000		4.67		-
1.27		10,000		4.42		-
1.34		10,001		1.17		10,001
1.55		118,000		4.17		-
1.59		235,000		4.92		-
1.71		828,000		4.00		786,000
1.94		100,000		1.42		100,000
4.12		95,000		2.17		63,334
4.47		70,000		2.42		46,668
4.60		120,000		2.00		120,000
		2,941,501				1,857,836

6 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

During the three months ended March 31, 2021, the Company recorded share-based compensation expense under the Black-Scholes option pricing model, related to stock options granted to employees, officers, directors and consultants of the Company of $864,392 (2020 – $143,124).

During the three months ended March 31, 2021, the Company granted nil (2020 – 235,000) stock options with a weighted average exercise price of $nil (2020 – $1.59) to employees, officers, directors and consultants of the Company. Of those options, nil (2020 – 235,000) options were granted to officers or employees of the Company. Nil (2020 – nil) options were granted to consultants as compensation for services rendered at a weighted average price of $nil (2020 – $nil).

During the three months ended March 31, 2021, 611,666 options were exercised at a weighted average exercise price of $1.40 per option, for gross proceeds of $857,882 (2020 – no options were exercised).

During three months ended March 31, 2021, the Company granted nil (2020 – nil) options under the Omnibus Incentive Plan with a weighted average exercise price of $nil (2020 – nil) to employees, officers, and directors.

During the three months ended March 31, 2021, nil (2020 – nil) options were exercised.

Share-based compensation expense was determined based on the fair value of the options at the date of measurement using the Black-Scholes option pricing model with the weighted average assumptions for options granted during the three months ended March 31 as follows:

	2021 $			2020 $
Weighted average grant date fair value of options granted	$	1.45		$	1.46
Weighted average assumptions used
Expected option life		5 years			5 years
Risk-free interest rate		1.43	%		1.46	%
Expected volatility		143	%		101	%

The expected volatility was estimated based on the historical volatility of the Company’s shares that covers the expected life of the options granted. The expected option life was estimated based on historical data and represents the numbers of years the options are expected to be outstanding. The risk-free rate was estimated based on the Government of Canada marketable bonds with a term that covers the expected life of the options granted.

d) Deferred share units

During the three months ended March 31, 2021, the Company issued nil (2020 – 132,415) DSUs to employees, officers, independent directors and consultants of the Company, vesting every year in the measure of one third. During the three months ended March 31, 2021, 374,496 DSUs were exercised.

e) Restricted share units

During the three months ended March 31, 2021, the Company issued 171,693 (2020 – nil) RSUs to employees, officers, directors and consultants of the Company. During the three months ended March 31, 2021, 189,834 (2020 – nil) RSUs were exercised.

7 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

8 Finance costs

	March 31 2021 $		March 31, 2020 $
Finance costs
Interest on finance leases and other interest		147,593		184,920
Interest and fees on revolving line of credit (note 15)		-		250,736
Interest and fees on term loans (note 16)		127,287		166,736
		274,880		602,392

9 Net income (loss) per share

The computations for basic and diluted net income (loss) per share for the three months ended March 31, 2021 and 2020 are as follows:

	2021 $		2020 $
Net income (loss) for the year		1,363,881		204,774
Weighted average number of shares outstanding – basic and diluted		54,398,478		48,997,938
Net income (loss) per share – basic and diluted		0.03		0.00

Exercisable options to purchase 780,688 common shares (2020 – 1,857,836) and 800 warrants (2020 – 1,785,872) were outstanding as at March 31, 2021. The weighted average numbers of options and warrants were excluded from the calculation of diluted income (loss) per share for the three months ended March 31, 2021 and 2020 because their inclusion would have been anti-dilutive.

10 Segment information

The Company’s assets and operations are substantially located in Canada; however, the Company also has employees and customers in the United States and Europe, and generates revenue in each region. Revenue by region for the three months ended March 31, 2021 and 2020 is as follows:

	2021 $		2020 $
United States		21,430,134		17,829,363
Canada		3,111,483		2,780,381
Europe and other		2,912,975		3,605,856
		27,454,592		24,215,600

During the three months ended March 31, 2021, the Company had one customer that represented 18% (2020 - 18%) of total revenue.

11 Government assistance

During the year ended December 31, 2020, the Company secured a $3,000,000 commitment funding from the National Research Council’s Industrial Research Assistance Program (“IRAP”) that is expected to be paid between May 2020 and October 2021, subject to the Company meeting certain program requirements. During the three months ended March 31, 2021, the Company has received $815,930 of this commitment from IRAP, and these amounts were used to reduce technology costs on the condensed interim consolidated statement of income (loss).

8 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

12 Financial instruments

Classification of financial instruments

The following table provides the allocation of financial instruments and their associated financial instrument classifications:

	Loans and receivables/ financial liabilities (amortized cost)
Measurement basis	March 31, 2021 $		December 31, 2020 $
Financial assets
Cash and cash equivalents		27,010,140		22,638,300
Accounts receivable		27,443,181		31,859,306
Investment tax credit receivable		-		21,922
		54,453,321		54,519,528

	Loans and receivables/ financial liabilities (amortized cost)
Measurement basis		March 31, 2021 $	December 31, 2020 $
Financial liabilities
Accounts payable and accrued liabilities		20,833,225	23,232,661
Term loans		7,539,209	8,278,004
International loans		1,310,698	1,980,229
Lease obligations		5,944,051	6,892,017
		35,627,183	40,382,911

Fair value measurements

The Company provides disclosure of the three-level hierarchy that reflects the significance of the inputs used in making the fair value measurement. The carrying values of cash and cash equivalents, restricted cash, accounts receivable, ITC receivable, revolving line of credit, repayable government grant, accounts payable and accrued liabilities, current portion of finance lease obligations, current portion of contingent consideration and current portion of term loans approximate their fair values given their short-term nature. The carrying value of the non-current liabilities approximates their fair value, given that the difference between the discount rates used to recognize the liabilities in the consolidated statements of financial position and the market rates of interest is not considered significant. The three levels of fair value hierarchy based on the reliability of inputs are as follows:

· Level 1 – inputs are quoted prices in active markets for identical assets and liabilities;

9 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

· Level 2 – inputs are based on observable market data, either directly or indirectly other than quoted prices; and

· Level 3 – inputs are not based on observable market data.

There were no transfers of financial assets during the three months ended March 31, 2021 and 2020 between any of the levels.

13 Capital risk management

The Company’s objectives in managing capital are to ensure sufficient liquidity to pursue its strategy of organic growth combined with strategic acquisitions and to provide returns to its shareholders. The Company defines capital that it manages as the aggregate of its shareholders’ equity, which comprises issued capital, contributed surplus and deficit. The Company manages its capital structure and makes adjustments to it in working capital requirements. In order to maintain or adjust its capital structure, the Company, upon approval from the Board of Directors, may issue shares, repurchase shares, pay dividends or undertake other activities as deemed appropriate under the specific circumstances. The Company is not subject to externally imposed capital requirements, except for certain monthly financial covenants associated with the revolving line of credit as described in note 19.

14 Financial risk management

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework and reviews the Company’s risk management policies on an annual basis. Management identifies and evaluates financial risks and is charged with the responsibility of establishing controls and procedures to ensure that financial risks are mitigated in accordance with the approved policies.

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 from the Company’s accounts receivable and cash. As at March 31, 2021, one customer represented 18% of the gross accounts receivable balance of $27,743,181 (2020 - $30,734,142).

The Company reviews the components of these accounts on a regular basis to evaluate and monitor this risk. The Company’s customers are generally financially established organizations, which limits the credit risk relating to the customers. In addition, credit reviews by the Company take into account the counterparty’s financial position, past experience and other factors.

The accounts receivable balances due from these significant customers were current as at March 31, 2021. As at March 31, 2021, the allowance for doubtful accounts was $300,000 (2020 – $502,974). In establishing the appropriate allowance for doubtful accounts, management makes assumptions with respect to the future collectability of the receivables. Assumptions are based on an individual assessment of a customer’s credit quality as well as subjective factors and trends. Overdue accounts as at March 31, 2021 were $4,035,829 (2020 – $3,265,926), which is in the normal course of business. Management believes that the allowance is adequate.

The Company from time to time invests its excess cash in accounts with Schedule I banks, with the objective of maintaining the safety of the principal and providing adequate liquidity to meet current payment obligations and future planned capital expenditures and with the secondary objective of maximizing the overall yield of the portfolio. The Company’s cash as at March 31, 2021 is not subject to external restrictions. Investments must be rated at least investment grade by recognized rating agencies. Given these high credit ratings, the Company does not expect any counterparties to these investments to fail to meet their obligations.

10 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure, to the extent possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company manages its liquidity risk by continually monitoring forecasted and actual revenue and expenditures and cash flows from operations. Management is also actively involved in the review and approval of planned expenditures. The Company’s principal cash requirements are for principal and interest payments on its debt, capital expenditures and working capital needs. The Company uses its operating cash flows, loans and borrowings and cash balances to maintain liquidity. In the event that future cash flows from operations are lower than expected, the Company may need to seek additional financing, either by issuing additional equity or by undertaking additional borrowings. There is no certainty that additional financing will be available or that it will be available on attractive terms.

The following are the contractual maturities for the financial liabilities:

	March 31, 2021
		Carrying amount $	Total contractual cash flows $	Less than 1 year $	1 to 3 Years $	>3 years $
Accounts payable and accrued liabilities		20,833,225	20,833,225	20,833,225	-	-
Revolving line of credit		-	-	-	-	-
International Loans		1,310,698	1,310,698	528,280	782,418	-
Term Loans		7,539,209	7,942,577	2,436,213	5,506,364	-
Lease Obligation		5,944,051	6,607,458	2,385,168	4,222,290	-
		35,627,183	36,693,958	26,182,886	10,511,072	-

	December 31, 2021
		Carrying amount $	Total contractual cash flows $	Less than 1 year $	1 to 3 Years $	>3 years $
Accounts payable and accrued liabilities		23,232,661	23,232,661	23,232,661	-	-
Revolving line of credit		-	-	-	-	-
International Loans		1,980,229	1,980,229	1,092,297	887,932	-
Term Loans		8,278,004	8,710,774	2,481,550	6,229,224	-
Lease Obligation		6,892,017	7,315,497	3,366,199	3,949,298	-
		40,382,911	41,239,161	30,172,707	11,066,454	-

11 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

Interest rate risk

Interest rate risk is the risk of financial loss to the Company if interest rates increase on interest-bearing instruments. The revolving line of credit bears interest at 4.6%. The term loans bear interest at a fixed rate of 4.75%, which the Company believes is consistent with market interest rates for this type of debt.

Foreign exchange or currency risk

The Company is exposed to foreign exchange risk from purchase transactions, as well as recognized financial assets and liabilities denominated in US dollars. The Company’s main objective in managing its foreign exchange risk is to maintain US cash on hand to support US forecasted obligations and cash flows. To achieve this objective, the Company monitors forecasted cash flows in foreign currencies and attempts to mitigate the risk by modifying the nature of cash held.

If a shift in foreign currency exchange rates of 10% were to occur, the foreign exchange gain or loss on the Company’s net monetary assets could change by approximately $1,539,421 due to the fluctuation and this would be recorded in the consolidated statements of comprehensive loss.

Balances held in US dollars are as follows in CAD:

	March 31, 2021 $		December 31, 2020 $
Cash		6,474,041		9,255,266
Accounts receivable		21,618,218		24,011,673
Accounts payable		12,698,050		14,547,342
Line of credit		-		-

15 Revolving line of credit

The Company currently has a revolving line of credit with Silicon Valley Bank (“SVB”). The Line of Credit has been amended several times in 2016, 2018, and 2019. Currently the line of credit has a maximum borrowing availability of US$18 million (CAD$22 million). Actual availability from time to time depends on the Company’s borrowing base at such time.

Most recently on December 24, 2020, the Company and SVB agreed to amend the applicable interest rate on the line of credit to the greater of prime plus 1.35% or 4.60%. At March 31, 2021, the prime rate was 3.25%. The line of credit is secured by a general security agreement, an assignment of ITCs and a pledge of all shares of any direct or indirect subsidiary of the Company.

12 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

The following table outlines the activity of the line of credit during the three months ended March 31, 2021 and 2020:

	$
Amortized cost – January 1, 2021	-
Amount drawn from revolving line of credit	-
Principal amount repaid	-
Accrued interest on revolving line of credit	-
Payment of interest on revolving line of credit	-
Foreign exchange differences	-
Amortized cost – March 31, 2021	-

	$
Amortized cost – January 1, 2020	15,384,498
Amount drawn from revolving line of credit	23,690,010
Principal amount repaid	(25,893,227	)
Accrued interest on revolving line of credit	250,736
Payment of interest on revolving line of credit	(221,152	)
Foreign exchange differences	488,808
Amortized cost – March 31, 2021	13,699,673

During the three months ended March 31, 2021, transaction costs incurred securing the line of credit were $nil (2020 – $nil). All transaction costs have been capitalized and deferred. These deferred transaction costs are being amortized over the term of the agreement under the effective interest method and are included in finance costs.

16 Term loans

On June 15, 2018, all outstanding principal balances related to previous term loans were repaid and the Company obtained a new $7,263,000 term loan (the “2018 Loan”) from a group of private lenders (the “Lenders”). The 2018 Loan was made pursuant to a credit agreement dated June 15, 2018, between the Company and various Lenders, including several individuals who are non-arms’ length to the Company (the “NAL Lenders”). The NAL Lenders included several officers and directors of the Company who funded an aggregate of $2,263,000 of the 2018 Loan.

The 2018 Loan was subordinate to the Company’s existing line of credit with SVB and had a term of two years. The 2018 Loan accrued interest at the rate of 12.0% per annum and the Lenders were issued an aggregate of 2,420,990 warrants (the “Warrants”) as bonus warrants in connection with the 2018 Loan. Each Warrant entitled the Lender to acquire one common share for a period of two years at an exercise price of $1.01 per common share, which represented the closing price of the common shares on June 14, 2018. At the time of issuance, the 2,420,990 Warrants had a fair value of $0.46 per Warrant. The fair value of the Warrants was determined using the Black-Scholes option pricing model using the following assumptions: risk-free interest rate of 2.18%, expected volatility of 98%, expected life of 1.75 years and expected dividends of $nil.

Transaction costs incurred in securing the 2018 Loan were $256,403. Included in that amount are nominal fees that the Company agreed to pay to two eligible parties assisting in the 2018 Loan. All transaction costs were capitalized and deferred. These deferred transaction costs are being amortized over the term of the agreement under the effective interest rate method and included in the finance costs.

Fifty percent of the principal portion of the 2018 Loan was to be repaid in ten equal quarterly installments beginning January 1, 2019. The remaining 50% of the 2018 Loan was to be paid at maturity.

13 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

On March 31, 2019, the Company entered into an amending agreement to its credit agreement dated June 15, 2018, whereby the maturity date of the 2018 Loan was extended from June 15, 2020 to June 15, 2021.

On April 12, 2020, the Company borrowed US$5,400,00 from SVB pursuant to a secured term loan which expires April 1, 2024 (the “Secured Term Loan”), and which bears interest at the annual rate equal to the greater of (i) prime plus 2.0% and (ii) 6.75%. All transaction costs related to the Secured Term Loan have been capitalized and deferred and are being amortized over the term of the agreement under the effective interest rate method and included in finance costs.

On April 17, 2020, all outstanding principal balances related to the 2018 Loan were repaid in the amount of $5,144,625 and the Company incurred an early repayment penalty of 2.5% totalling $128,616. During the year ended December 31, 2020, $372,188 of transaction costs were incurred securing the Secured Term Loan. All transaction costs have been capitalized and deferred. These deferred transaction costs are being amortized over the term of the agreement under the effective interest method and included in finance costs.

On November 9, 2020, the Company and SVB agreed to increase the availability under the Secured Term Loan by additional US$2,350,000 to a total of US$7,750,000.

On December 24, 2020, the Company and SVB agreed to amend the applicable interest rate to the greater of prime plus 1.50% or 4.75%. At December 31, 2020, the prime rate was 3.25%.

On May 5, 2020, the Company secured a loan of US$1,390,294 (CAD$1,816,836) pursuant to the Paycheck Protection Program as part of the United States’ Coronavirus Aid, Relief and Economic Security Act. On October 12, 2020 the Company applied for the loan forgiveness in accordance with the terms of that program, and the loan was fully forgiven on November 25, 2020. The total loan of US$1,390,294 (CAD$1,816,836) was used to reduce salary costs on the statement of income (loss), $1,282,208 for sales and marketing costs, $465,481 for technology costs, and $69,147 for general and administrative costs.

The following table outlines the activity of the term loans during the three months ended March 31, 2021 and 2020:

	$
Amortized cost – January 1, 2021		8,278,004
Accrued Interest		127,287
Payment of interest		(93,671	)
Principal amount repaid		(616,722	)
Exchange		(155,689	)
Balance – March 31, 2021		7,539,209

	$
Amortized cost – January 1, 2020		3,452,331
Accrued interest		166,736
Payment of interest		(153,916	)
Principal amount repaid		(302,625	)
Balance – March 31, 2020		3,162,526

14 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

17 International loans

On June 15, 2018, as a part of the acquisition of ADman, the Company assumed various government and bank loans and lines of credits.

Term loans

The interest rate and maturity date of each of the unsecured term loans held and the activity during the three months ended March 31, 2021 and 2020 are set out in the table below.

Line of credit

The line of credit is secured against the Company’s accounts receivable. The interest rate and term date of line of credit held and the activity during the three months ended March 31, 2021 and 2020 are set out in the table below:

	Balance – January 1, 2021 $		Amount drawn $		Principal amount repaid $		Balance – March 31, 2021 $		Interest rate %			Maturity date
Term Loans
Bankinter		20,054		-		14,106		5,948		2.75	%	May 20, 2021
Banco Sabadell		29,346		-		9,904		19,442		3.25	%	October 15, 2022
Bankinter		119,770		-		19,207		100,563		2.35	%	August 17, 2022
Banco Sabadell		67,648		-		9,619		58,029		4.60	%	October 20, 2022
Santander		353,658		-		38,191		315,467		2.53	%	May 18, 2023
Bankinter_ICO 2020		53,580		69,631		5,589		117,622		2.25	%	May 22, 2024
Santander_ICO		390,200		-		-		390,200		2.03	%	April 8, 2025
Sabadell_ICO 2020		156,082		-		-		156,082		1.75	%	May 21, 2025
CDTI		125,167		-		-		125,167		3.00	%	December 31, 2022
		1,315,505		69,631		96,616		1,288,520
Line of credit
Bankinter		7,554		21,986		7,362		22,178		2.65	%	July 17, 2021
Bankinter		120,141		-		120,141		-		Euribor + 2,25		May 19, 2022
Santander		525,890		-		525,890		-		Euribor + 1,95		April 16, 2023
Banco Sabadell		-		62,686		62,686		-		1.75	%	May 21, 2023
Bankia		11,139		-		11,139		-		2.90	%	August 6, 2023
		664,724		84,672		727,218		22,178
Total		1,980,229		154,303		823,834		1,310,698

15 

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2021 and 2020

(expressed in Canadian dollars)

	Balance – January 1, 2021 $		Amount drawn $		Principal amount repaid $		Balance – March 31 2021 $			Interest rate %		Maturity date
Term Loans
Bankinter		80,322		-		14,890		65,432			2.75	May 20, 2021
La Caixa		24,305		-		12,987		11,318			1.96	June 1, 2020
Santander		508,026		-		38,172		469,854			2.53	May 18, 2023
Banco Sabadell		106,025		-		9,415		96,610			4.60	October 20, 2021
Bankinter		197,310		-		19,226		178,084			2.35	August 17, 2022
Banco Sabadell		21,918		70,128		70,175		21,871			3.25	October 15, 2022
Banco Sabadell		69,193		-		9,826		59,367			3.25	October 15, 2022
CDTI		159,258		-		-		159,258			3.00	December 31, 2020
Avanza 2014		270,409		-		-		270,409			3.00	December 20, 2020
		1,436,766		70,128		174,691		1,332,203
Line of credit
Bankia		-		97,001		-		97,001			2.90	December 10, 2020
Banco Sabadell		85,045		386,349		443,823		27,570			2.47	October 18, 2020
Bankinter		92,177		361,579		313,071		140,685			2.75	July 23, 2020
La Caixa		-		1,502,025		1,530,252		(28,227	)		2.12	May 31, 2020
Santander		524,066		-		-		524,066			Euribor + 1,75	April 25, 2020
Bankinter		129,794		342,074		221,688		250,180			2.75	July 23, 2020
Santander		175,571		119,761		214,448		80,884			Euribor + 1,75	April 25, 2020
		1,006,653		2,808,789		2,723,282		1,092,160
Total		2,443,419		2,878,917		2,897,973		2,424,363

18 Income taxes

Income tax expense is recognized based on management’s estimate of the weighted average annual income tax rate expected for the full financial year.

16