LOOP INDUSTRIES, INC.
10-Ks and 10-Qs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
|
☒
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
|
|
|
|
|
For the
quarterly period ended May 31, 2019
|
or
|
☐
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
|
|
|
|
|
For the
transition period from ___________ to __________
|
Commission
File No.
000-54768
|
Loop Industries, Inc.
|
|
(Exact
name of Registrant as specified in its charter)
|
|
Nevada
|
|
27-2094706
|
|
(State
or other jurisdiction of incorporation or
organization)
|
|
(I.R.S.
Employer Identification No.)
|
480 Fernand-Poitras Terrebonne, Québec, Canada J6Y
1Y4
(Address
of principal executive offices zip code)
Registrant’s
telephone number, including area code
(450) 951-8555
Securities
registered pursuant to Section
12(b) of the Act:
None
Securities
registered pursuant to Section
12(g) of the Act
:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Common
Stock
|
LOOP
|
Nasdaq
Global Market
|
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant
was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No
☐
Indicate by check
mark whether the registrant has submitted electronically every
Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit such
files) Yes ☒ No ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act. (Check one):
|
Large accelerated
filer
|
☐
|
Accelerated
filer
|
☒
|
|
Non-accelerated
filer
|
☐
|
Smaller reporting
company
|
☒
|
|
|
|
Emerging growth
company
|
☐
|
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
☐ No ☒
As at July 8, 2019,
there were 39,012,531 shares of the Registrant’s common
stock, par value $0.0001 per share, outstanding.
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
Financial
Statements
|
4
|
|
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
5
|
|
|
Quantitative
and Qualitative Disclosures About Market Risk
|
13
|
|
|
Controls
and Procedures
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal
Proceedings
|
15
|
|
|
Risk
Factors
|
1
5
|
|
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
16
|
|
|
Defaults
Upon Senior Securities
|
16
|
|
|
Mine
Safety Disclosures
|
16
|
|
|
Other
Information
|
16
|
|
|
Exhibits
|
17
|
|
|
|
|
|
|
|
Signatures
|
18
|
P
ART I. FINANCIAL INFORMATION
I
TEM 1. FINANCIAL
STATEMENTS
Loop Industries, Inc.
Three months ended May 31, 2019
Index to the Unaudited Interim Condensed Consolidated Financial
Statements
|
Contents
|
Page(s)
|
|
|
|
|
Condensed consolidated balance sheets as at May 31, 2019 and
February 28, 2019 (Unaudited)
|
F‑2
|
|
|
|
|
Condensed consolidated statements of operations and comprehensive
loss for the three months ended
|
F‑3
|
|
May 31, 2019 and 2018 (Unaudited)
|
|
|
|
|
|
Condensed consolidated statement of changes in stockholders’
equity for the three months ended
|
F‑4
|
|
May 31, 2019 and 2018 (Unaudited)
|
|
|
|
|
|
Condensed consolidated statement of cash flows for the three months
ended May 31, 2019 and 2018 (Unaudited)
|
F‑6
|
|
|
|
|
Notes to the condensed
consolidated financial statements (Unaudited)
|
F‑7
|
4
Loop Industries, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
|
|
May
31,
2019
|
February
28,
2019
|
|
|
|
|
|
Assets
|
|
|
|
Current
assets
|
|
|
|
Cash
(Note 17)
|
$
6,971,613
|
$
5,833,390
|
|
Sales
tax, tax credits and other receivables (Note 3)
|
741,993
|
599,000
|
|
Prepaid
expenses
|
176,309
|
226,521
|
|
Total
current assets
|
7,889,915
|
6,658,911
|
|
Investment
in joint venture (Note 8)
|
500,000
|
-
|
|
Property,
plant and equipment, net (Note 4)
|
6,005,335
|
5,371,263
|
|
Intangible assets,
net (Note 5)
|
146,112
|
127,672
|
|
Total
assets
|
$
14,541,362
|
$
12,157,846
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
Current
liabilities
|
|
|
|
Accounts
payable and accrued liabilities (Notes 7)
|
$
3,103,159
|
$
2,670,233
|
|
Convertible
notes (Note 10)
|
3,653,549
|
5,636,172
|
|
Warrants
(Note 10)
|
-
|
219,531
|
|
Current
portion of long-term debt (Note 9)
|
51,748
|
53,155
|
|
Total
current liabilities
|
6,808,456
|
8,579,091
|
|
Long-term
debt (Note 9)
|
914,221
|
952,363
|
|
Total
liabilities
|
7,722,677
|
9,531,454
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
Series
A Preferred stock par value $0.0001; 25,000,000 shares authorized;
one share issued and outstanding (Note 11)
|
-
|
-
|
|
Common stock par value $0.0001: 250,000,000 shares
au
thorized; 34,875, 032 shares issued and outstanding
(February 28, 2019 – 33, 805,706) (Note 11)
|
3,488
|
3,381
|
|
Additional
paid-in capital
|
46,536,157
|
38,966,208
|
|
Additional paid-in
capital – Warrants (Note 10)
|
1,074,633
|
757,704
|
|
Additional paid-in
capital – Beneficial conversion feature (Note
10)
|
1,200,915
|
1,200,915
|
|
Common stock
issuable, 1,000,000 shares (Note 11)
|
800,000
|
800,000
|
|
Accumulated
deficit
|
(42,366,142
)
|
(38,811,592
)
|
|
Accumulated
other comprehensive loss
|
(430,366
)
|
(290,224
)
|
|
Total
stockholders' equity
|
6,818,685
|
2,626,392
|
|
Total
liabilities and stockholders' equity
|
$
14,541,362
|
$
12,157,846
|
|
|
|
|
|
|
|
|
See accompanying notes to the condensed consolidated financial
statements
.
F-2
Loop Industries, Inc.
Condensed Consolidated Statements of Operations and Comprehensive
Loss
(Unaudited)
|
|
Three
Months Ended May 31,
|
|
|
|
2019
|
2018
|
|
Revenue
|
$
-
|
$
-
|
|
|
|
|
|
Operating
Expenses -
|
|
|
|
Research
and development, net (Note 12)
|
997,861
|
1,066,079
|
|
General
and administrative (Note 12)
|
1,902,630
|
2,355,550
|
|
Depreciation
and amortization (Notes 4 and 5)
|
164,336
|
101,069
|
|
Interest
and other finance costs (Note 15)
|
501,849
|
12,913
|
|
Foreign
exchange (gain)
|
(12,126
)
|
(6,081
)
|
|
Total
operating expenses
|
3,554,550
|
3,529,530
)
|
|
|
|
|
|
Net
loss
|
(3,554,550
)
|
(3,529,530
)
|
|
|
|
|
|
Other
comprehensive loss -
|
|
|
|
Foreign
currency translation adjustment
|
(140,142
)
|
(52,268
)
|
|
Comprehensive
loss
|
$
(3,694,692
)
|
$
(3,581,798
)
|
|
Loss
per share
|
|
|
|
Basic
and diluted
|
$
(0.11
)
|
$
(0.11
)
|
|
Weighted
average common shares outstanding
|
|
|
|
Basic
and diluted
|
34,714,510
|
33,140,148
|
See accompanying notes to the condensed consolidated financial
statements.
F-3
Loop Industries, Inc.
Condensed Consolidated Statement of Changes in Stockholders’
Equity
(Unaudited)
|
|
|
Three
Months Ended May 31, 2018
|
|||||||||
|
|
Common
stock
|
Preferred
stock
|
|
|
|
|
|
|
|
||
|
|
par
value $0.0001
|
par
value $0.0001
|
|
|
|
|
|
|
|
||
|
|
Number
of Shares
|
Amount
|
Number
of Shares
|
Amount
|
Additional
Paid-in Capital
|
Additional
Paid-in Capital - Warrants
|
Additional
Paid-in Capital – Beneficial Conversion
Feature
|
Common
Stock Issuable
|
Accumulated
Deficit
|
Accumulated
Other Comprehensive Income (Loss)
|
Total
Stockholders' Equity
|
|
Balance,
February 28, 2018
|
33,751,088
|
$
3,376
|
1
|
$
-
|
$
30,964,970
|
$
-
|
$
-
|
$
800,000
|
$
(21,275,181
)
|
$
(169,100
)
|
$
10,324,065
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of shares upon cashless exercise of warrants
|
18,821
|
2
|
-
|
-
|
(2
)
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Issuance
of shares upon vesting of restricted stock units
|
35,797
|
3
|
-
|
-
|
(3
)
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Warrants
issued for services
|
-
|
-
|
-
|
-
|
978,025
|
-
|
-
|
-
|
-
|
-
|
978,025
|
|
Restricted
stock units issued for services
|
-
|
-
|
-
|
-
|
207,644
|
-
|
-
|
-
|
-
|
-
|
207,644
|
|
Foreign
currency translation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(52,268
)
|
(52,268
)
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,529,530
)
|
-
|
(3,529,530
)
|
|
Balance, May 31, 2018
|
33,805,706
|
$
3,381
|
1
|
$
-
|
$
32,150,634
|
$
-
|
$
-
|
$
800,000
|
$
(24,804,711
)
|
$
(221,368
)
|
$
7,927,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-4
|
|
|
Three
Months Ended May 31, 2019
|
|||||||||
|
|
Common
stock
|
Preferred
stock
|
|
|
|
|
|
|
|
||
|
|
par
value $0.0001
|
par
value $0.0001
|
|
|
|
|
|
|
|
||
|
|
Number
of Shares
|
Amount
|
Number
of Shares
|
Amount
|
Additional
Paid-in Capital
|
Additional
Paid-in Capital - Warrants
|
Additional
Paid-in Capital – Beneficial Conversion
Feature
|
Common
Stock Issuable
|
Accumulated
Deficit
|
Accumulated
Other Comprehensive (Loss)
|
Total
Stockholders' Equity
|
|
Balance,
February 28, 2019
|
33,805,706
|
$
3,381
|
1
|
$
-
|
$
38,966,208
|
$
757,704
|
$
1,200,915
|
$
800,000
|
$
(38,811,592
)
|
$
(290,224
)
|
$
2,626,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common shares for cash, net of share issuance costs (Note
11)
|
600,000
|
60
|
-
|
-
|
4,266,725
|
-
|
-
|
-
|
-
|
-
|
4,266,785
|
|
Issuance
of shares for legal settlement (Note 15)
|
150,000
|
15
|
-
|
-
|
(15
)
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Issuance
of shares upon conversion of Convertible notes (Note
10)
|
319,326
|
32
|
-
|
-
|
2,372,549
|
316,929
|
-
|
-
|
-
|
-
|
2,689,510
|
|
Stock
options issued for services (Note 12)
|
-
|
-
|
-
|
-
|
575,513
|
-
|
-
|
-
|
-
|
-
|
575,513
|
|
Restricted
stock units issued for services (Note 12)
|
-
|
-
|
-
|
-
|
355,177
|
-
|
-
|
-
|
-
|
-
|
355,177
|
|
Foreign
currency translation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(140,142
)
|
(140,142
)
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,554,550
)
|
-
|
(3,554,550
)
|
|
Balance, May 31, 2019
|
34,875,032
|
$
3,488
|
1
|
$
-
|
$
46,536,157
|
$
1,074,633
|
$
1,200,915
|
$
800,000
|
$
(42,366,142
)
|
$
(430,366
)
|
$
6,818,685
|
See accompanying notes to the condensed consolidated financial
statements.
F-5
Loop Industries, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
Three
Months Ended May 31,
|
|
|
|
2019
|
2018
|
|
Cash Flows from Operating Activities
|
|
|
|
Net
loss
|
$
(3,554,550
)
|
$
(3,529,530
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
Depreciation
and amortization
|
164,336
|
101,069
|
|
Stock-based
compensation expense
|
930,690
|
1,185,669
|
|
Accrued
interest
|
117,433
|
-
|
|
Loss
on revaluation of warrants
|
8,483
|
-
|
|
Debt
accretion
|
583,727
|
-
|
|
Deferred
financing costs
|
46,442
|
-
|
|
Gain
on conversion of convertible notes
|
(268,730
)
|
-
|
|
Changes
in operating assets and liabilities:
|
|
|
|
Sales
tax and tax credits receivable
|
(158,954
)
|
53,699
|
|
Prepaid
expenses
|
49,136
|
239,669
|
|
Accounts
payable and accrued liabilities
|
(5,366
)
|
(221,637
)
|
|
Net
cash used in operating activities
|
(2,087,353
)
|
(2,171,061
)
|
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
Investment
in joint venture
|
(500,000
)
|
-
|
|
Additions
to property, plant and equipment
|
(470,545
)
|
(585,958
)
|
|
Additions
to intangible assets
|
(24,811
)
|
(6,358
)
|
|
Net
cash used in investing activities
|
(995,356
)
|
(592,316
)
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
Proceeds
from sale of common shares
|
5,130,000
|
-
|
|
Share
issuance costs
|
(863,216
)
|
-
|
|
Repayment
of long-term debt
|
(13,057
)
|
(13,514
)
|
|
Net
cash (used) provided by financing activities
|
4,253,727
|
(13,514
)
|
|
|
|
|
|
Effect
of exchange rate changes
|
(32,796
)
|
(17,807
)
|
|
Net
change in cash
|
1,138,222
|
(2,794,698
)
|
|
Cash,
beginning of period
|
5,833,390
|
8,149,713
|
|
Cash,
end of period
|
$
6,971,612
|
$
5,355,015
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
Income
tax paid
|
$
-
|
$
-
|
|
Interest
paid
|
$
14,488
|
$
13,037
|
See accompanying notes to the condensed consolidated financial
statements.
F-6
Loop Industries, Inc.
Three Months Ended May 31, 2019 and 2018
Notes to the Condensed Consolidated Financial
Statements
(Unaudited)
1. The Company, Basis of Presentation and Going
Concern
The Company
Loop
Industries, Inc. is a technology and licensing company who owns
patented and proprietary technology that depolymerizes no and low
value waste PET plastic and polyester fiber to its base building
blocks (monomers). The monomers are filtered, purified and
repolymerized to create virgin-quality Loop™ branded PET
plastic resin and polyester fiber suitable for use in food-grade
packaging to be sold to consumer goods companies.
On
November 20, 2017, Loop Industries Inc. commenced trading on the
NASDAQ Global Market under its new trading symbol,
“LOOP.” From April 10, 2017 to November 19, 2017, our
common stock was quoted on the OTCQX tier of the OTC
Markets Group Inc. under the symbol
“LLPP.”
Basis of presentation
The
accompanying unaudited interim condensed consolidated financial
statements of Loop Industries, Inc., its wholly-owned subsidiaries
and joint venture (collectively, the “Company”) have
been prepared in accordance with accounting principles generally
accepted in the United States of America (“US GAAP”)
for interim financial information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by US GAAP
for complete financial statements. The balance sheet information as
at February 28, 2019 is derived from the Company’s audited
consolidated financial statements and related notes for the fiscal
year ended February 28, 2019, which is included in Item 8 of the
Company’s 2019 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on May 8, 2019. These unaudited
interim condensed consolidated financial statements should be read
in conjunction with those financial statements. In the opinion of
management, all normal recurring adjustments considered necessary
for a fair statement have been included. Operating results for the
three months ended May 31, 2019 are not necessarily indicative of
the results that may be expected for the year ending February 28,
2020.
Intercompany
balances and transactions are eliminated on
consolidation.
2. Summary of Significant Accounting Policies
Use of estimates
The
preparation of financial statements in conformity with US GAAP
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities as at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates. Those estimates and assumptions include estimates for
depreciable lives of property, plant and equipment, intangible
assets, analysis of impairments of recorded intangible assets,
accruals for potential liabilities and assumptions made in
calculating the fair value of stock-based compensation and other
stock instruments.
Foreign currency translations and transactions
The
accompanying unaudited condensed consolidated financial statements
are presented in U.S. dollars, the reporting currency of the
Company. Assets and liabilities of subsidiaries that have a
functional currency other than that of the Company are translated
to U.S. dollars at the exchange rate as at the balance sheet date.
Income and expenses are translated at the average exchange rate of
the period. The resulting translation adjustments are included in
other comprehensive income (loss) (“OCI”). As a result,
foreign currency exchange fluctuations may impact operating
expenses. The Company currently has not engaged in any currency
hedging activities.
F-7
For
transactions and balances, monetary assets and liabilities
denominated in foreign currencies are translated into the
functional currency of the entity at the prevailing exchange rate
at the reporting date. Non-monetary assets and liabilities, and
revenue and expense items denominated in foreign currencies are
translated into the functional currency using the exchange rate
prevailing at the dates of the respective transactions. Foreign
exchange gains and losses resulting from the settlement of such
transactions are recognized in the consolidated statements of
operations and comprehensive loss, except for gains or losses
arising from the translation of intercompany balances denominated
in foreign currencies that forms part in the net investment in the
subsidiary which are included in OCI.
Stock-based compensation
Loop
Industries, Inc. periodically issues stock options and restricted
stock units to employees and non-employees in non-capital raising
transactions for services and financing costs. The Company accounts
for stock options granted to employees based on the authoritative
guidance provided by the FASB wherein the fair value of the award
is measured on the grant date and where there are no performance
conditions, recognized as compensation expense on the straight-line
basis over the vesting period and where performance conditions
exist, recognize compensation expense when it becomes probable that
the performance condition will be met. Forfeitures on share-based
payments are accounted for by recognizing forfeitures as they
occur.
The
Company accounts for stock options granted to non-employees in
accordance with the authoritative guidance of the FASB wherein the
fair value of the stock compensation is based upon the measurement
date determined as the earlier of the date at which either
a) a commitment is reached with the counterparty for
performance or b) the counterparty completes its
performance.
The
Company estimates the fair value of restricted stock unit awards to
employees and directors based on the closing market price of its
common stock on the date of grant.
The
fair value of the stock options granted are estimated using the
Black-Scholes-Merton Option Pricing (“Black-Scholes”)
model, which uses certain assumptions related to risk-free interest
rates, expected volatility, expected life of the stock options, and
future dividends. Stock-based compensation expense is recorded
based on the value derived from the Black-Scholes model and on
actual experience. The assumptions used in the Black-Scholes model
could materially affect stock-based compensation expense recorded
in the current and future periods.
Income taxes
The
Company calculates its provision for income tax on the basis of the
tax laws enacted at the balance sheet date in the countries where
the Company and its subsidiaries operate and generate taxable
income, in accordance with FASB ASC 740,
Income Taxes
. The Company uses an asset
and liability approach for financial accounting and reporting for
income taxes that allows recognition and measurement of deferred
tax assets based upon the likelihood of realization of tax benefits
in future years. Under the asset and liability approach, deferred
taxes are provided for the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. A valuation allowance is provided for deferred tax assets
if it is more likely than not these items will either expire before
the Company is able to realize their benefits, or that future
deductibility is uncertain. The Company’s policy is to
recognize interest and/or penalties related to income tax matters
in income tax expense.
Research and development expenses
Research
and development expenses relate primarily to the development,
design, testing of preproduction samples, prototypes and models,
compensation, and consulting fees, and are expensed as incurred.
Total research and development costs recorded during the
three-month periods ended May 31, 2019 and 2018 amounted to
$997,861
and $1,066,079,
respectively, and are net of government research and development
tax credits and government grants from the federal and provincial
taxation authorities accrued and recorded based on qualifying
expenditures incurred during the fiscal periods.
Net earnings (loss) per share
The
Company computes net loss per share in accordance with FASB ASC
260,
Earnings Per Share
.
Basic earnings (loss) per share is computed by dividing the net
income (loss) applicable to common stockholders by the weighted
average number of shares of common stock outstanding during the
year. The Company includes common stock issuable in its
calculation. Diluted earnings (loss) per share is computed by
dividing the net income (loss) applicable to common stockholders by
the weighted average number of common shares outstanding plus the
number of additional common shares that would have been outstanding
if all dilutive potential common shares had been issued, using the
treasury stock method. Potential common shares are excluded from
the computation if their effect is antidilutive.
For the
three-month periods ended May 31, 2019 and 2018, the calculations
of basic and diluted loss per share are the same because potential
dilutive securities would have an antidilutive effect. As at May
31, 2019, the potentially dilutive securities consisted of
1,691,973 outstanding stock options (May 31, 2018 –
2,254,581), 403,767 outstanding restricted stock units (May 31,
2018 – 22,755), 962,132 outstanding warrants (May 31, 2018
– 140,667) and 1,000,000 outstanding issuable common stock
(May 31, 2018 – 1,000,000).
F-8
Recently adopted accounting pronouncements
In
February 2018, the FASB issued ASU 2018-02,
Reclassification of Certain Tax Effects from
Accumulated Other Comprehensive Income
, which permits
entities to reclassify the disproportionate income tax effects of
the Tax Reform Act on items within accumulated other comprehensive
income (loss) ("AOCI") to retained earnings. These disproportionate
income tax effect items are referred to as "stranded tax effects."
Amendments in this update only relate to the reclassification of
the income tax effects of the Tax Reform Act. Other accounting
guidance that requires the effect of changes in tax laws or rates
to be included in net income from continuing operations is not
affected by this update. ASU 2018-02 should be applied either in
the period of adoption or retrospectively to each period in which
the effect of the change in the U.S. federal corporate income tax
rate in the Tax Reform Act is recognized. ASU 2018-02 is applicable
beginning March 1, 2019. The adoption of the standard had no impact
on the consolidated financial statements of the
Company.
In June
2018, the FASB issued ASU 2018-07,
Compensation – Stock Compensation (Topic
718): Improvements to Nonemployee Share-Based Payment
Accounting
. The amendments in this Update expand the scope
of Topic 718 to include share-based payment transactions for
acquiring goods and services from nonemployees. An entity should
apply the requirements of Topic 718 to nonemployee awards except
for specific guidance on inputs to an option pricing model and the
attribution of cost (that is, the period of time over which
share-based payment awards vest and the pattern of cost recognition
over that period). The amendments specify that Topic 718 applies to
all share-based payment transactions in which a grantor acquires
goods or services to be used or consumed in a grantor’s own
operations by issuing share-based payment awards. The amendments
also clarify that Topic 718 does not apply to share-based payments
used to effectively provide (1) financing to the issuer or (2)
awards granted in conjunction with selling goods or services to
customers as part of a contract accounted for under Topic 606,
Revenue from Contracts with
Customers
. The amendments in this Update are effective for
public entities for fiscal years beginning after December 15, 2018,
including interim periods within that fiscal year. The adoption of
the standard had no impact on the consolidated financial statements
of the Company.
In July
2018, the FASB issued ASU 2018-09,
Codification Improvements
, which
clarify certain amendments to guidance that may have been
incorrectly or inconsistently applied by certain entities and
includes Amendments to Subtopic 718-740
, Compensation – Stock Compensation
– Income Taxes
. The guidance in paragraph
718-740-35-2, as amended by the amendments in ASU 2016-09,
Compensation – Stock Compensation (Topic 718): Improvements
to Employee Share-Based Payment Accounting, is unclear on whether
an entity should recognize excess tax benefits (or tax
deficiencies) for compensation expense that is taken on the
entity’s tax return. The amendment to paragraph 718-740-35-2
in this Update clarifies that an entity should recognize excess tax
benefits in the period in which the amount of deduction is
determined. The amendments in this Update are effective for public
entities for fiscal years beginning after December 15, 2018,
including interim periods within that fiscal year. The adoption of
the standard had no impact on the consolidated financial statements
of the Company.
In
February 2016, the FASB issued ASU 2016-02, “Leases,”
amended in July by ASU 2018-10, “Codification Improvements to
Topic 842, Leases,” ASU 2018-11, “Targeted
Improvements,” and ASU 2018-20, “Narrow-Scope
Improvements for Lessors,” which requires lessees to
recognize leases on the balance sheet while continuing to recognize
expenses in the income statement in a manner similar to current
accounting standards. For lessors, the new standard modifies the
classification criteria and the accounting for sales-type and
direct financing leases. Enhanced disclosures will also be required
to give financial statement users the ability to assess the amount,
timing, and uncertainty of cash flows arising from leases. This ASU
may either be adopted on a modified retrospective approach at the
beginning of the earliest comparative period, or through a
cumulative-effect adjustment at the adoption date. This update is
effective for fiscal years beginning after December 15, 2018,
including interim periods within those fiscal years. The Company
adopted these standards effective March 1, 2019. The adoption of
the standard had no impact on the consolidated financial statements
of the Company. The Company elected to apply the package of
practical expedients that allows us not to reassess whether expired
or existing contracts contain leases, the classification of these
leases and whether previously capitalized initial direct costs
would qualify for capitalization under Accounting Standards
Codification (or “
ASC
”) 842. Furthermore, we
elected to use hindsight in determining the lease term and
assessing impairment of the right-of-use assets.
3.
Sales Tax, Tax Credits and Other
Receivables
Sales tax, research and development tax credits and other
receivables as at May 31, 2019 and February 28, 2019 were as
follows:
|
|
May
31,
2019
|
February
28,
2019
|
|
Sales
tax
|
$
222,215
|
$
82,992
|
|
Research and
development tax credits
|
455,564
|
410,997
|
|
Other
receivables
|
64,214
|
105,011
|
|
|
$
741,993
|
$
599,000
|
The
Company is registered for the Canadian federal and provincial goods
and services taxes. As such, the Company is obligated to collect,
and is entitled to claim sale taxes paid on its expenses and
capital expenditures incurred in Canada.
In
addition, Loop Canada Inc. is entitled to receive government
assistance in the form of refundable and non-refundable research
and development tax credits from the federal and provincial
taxation authorities, based on qualifying expenditures incurred
during the fiscal year. The refundable credits are from the
provincial taxation authorities and are not dependent on its
ongoing tax status or tax position and accordingly are not
considered part of income taxes. The Company records refundable tax
credits as a reduction of research and development expenses when
the Company can reasonably estimate the amounts and it is more
likely than not, they will be received. During the three-month
periods ended May 31, 2019 and 2018, the Company recorded $55,725
and nil, respectively, as a reduction of research and development
expenses. During the three-month periods ended May 31, 2019 and
2018, research and development tax credits received by the Company
from taxation authorities amounted to nil and nil,
respectively.
F-9
4. Property, Plant and Equipment
|
|
As at May 31,
2019
|
||
|
|
Cost
|
Accumulated
depreciation
|
Net book
value
|
|
Building
|
$
1,832,840
|
$
(82,178
)
|
$
1,750,661
|
|
Land
|
226,540
|
-
|
226,540
|
|
Building
Improvements
|
373,823
|
(122,274
)
|
251,549
|
|
Machinery and
equipment
|
4,650,026
|
(935,568
)
|
3,714,458
|
|
Office equipment
and furniture
|
113,989
|
(51,863
)
|
62,126
|
|
Balances, end of
period
|
$
7,197,218
|
$
(1,191,883
)
|
$
6,005,335
|
|
|
|
|
|
|
|
As at February 28,
2019
|
||
|
|
Cost
|
Accumulated
depreciation
|
Net book
value
|
|
Building
|
$
1,882,665
|
$
(68,596
)
|
$
1,814,069
|
|
Land
|
232,699
|
-
|
232,699
|
|
Building
Improvements
|
383,985
|
(119,889
)
|
264,096
|
|
Machinery and
equipment
|
3,834,338
|
(841,236
)
|
2,993,102
|
|
Office equipment
and furniture
|
117,088
|
(49,791
)
|
67,297
|
|
Balances, end of
period
|
$
6,450,775
|
$
(1,079,512
)
|
$
5,371,263
|
Depreciation
expense for the three-month periods ended May 31, 2019 and 2018
amounted to $161,321 and $84,590, respectively, and is recorded as
an operating expense in the consolidated statements of operations
and comprehensive loss.
5. Intangible Assets
On
October 27, 2014, the Company entered into an Intellectual Property
Assignment Agreement with Mr. Hatem Essaddam wherein the Company
purchased a certain technique and method, which was used to develop
the Generation I (“GEN I”) technology, for $445,050
allowing for the depolymerization of polyethylene terephthalate at
ambient temperature and atmospheric pressure. The GEN I technology
patent portfolio has two issued U.S. patents and a pending U.S.
application expected to expire on or around July 2035.
Internationally, the Company has an issued patent in Taiwan, an
allowed application in the members of the Gulf Cooperation Council,
and pending patent applications in Argentina, Australia, Brazil,
Canada, China, Eurasia, Europe, Israel, India, Japan, Korea,
Mexico, the Philippines, and South Africa, all expected to expire,
if granted, on or around July 2036.
In
addition to the $445,050 paid by the Company under the Intellectual
Property Assignment Agreement, the Company is required to make four
additional payments of CDN$200,000, totaling CDN$800,000, to Mr.
Essaddam within sixty (60) days of attaining each of the following
milestones:
●
the average
production of 20 metric tonnes of terephthalic acid by the Company,
as a result of the GEN I technology, for 20 operating
days;
●
the average
production of 30 metric tonnes of terephthalic acid by the Company,
as a result of the GEN I technology, for 30 operating
days;
●
the average
production of 60 metric tonnes of terephthalic acid by the Company,
as a result of the GEN I technology, for 60 operating
days;
●
the average
production of 100 metric tonnes of terephthalic acid by the
Company, as a result of the GEN I technology, for 100 operating
days.
F-10
Additionally,
the Company is obligated to make royalty payments of up to
CDN$25,700,000, based on the GEN I technology, payable as
follows:
●
10% of gross
profits on the sale of all products derived by the Company from the
technology;
●
10% of any license
fee paid to the Company in respect of any licensing or other right
to use the technology that was granted to a third party by the
Company; and
●
5% of any royalty
or other similar payment made to the Company by a third party to
whom a license or sub-license or other right to use the technology
has been granted by the Company or by the third party.
The
Company has no intention of commercializing the GEN I technology at
this time.
During
the year ended February 28, 2019, the Company finalized the
development of its next generation technology, referred to as
Generation II (“GEN II”), and has filed various patents
in jurisdictions around the world. On April 9, 2019, the GEN II
U.S. patent was formally approved and issued and is expected to
expire on or around September 2037. The GEN II technology patent
portfolio also has a pending U.S. application as well as a PCT
application and non-PCT applications in Argentina, Bangladesh,
Bolivia, Bhutan, members of the Gulf Cooperation Council, Iraq,
Pakistan, Taiwan, Uruguay, and Venezuela, all expected to expire,
if granted, on or around September 2037. Additionally, the Company
has three pending provisional applications directed to additional
aspects of the GEN II technology. Any patents that would ultimately
grant from these provisional applications would be expected to
expire, if granted, no earlier than 2039.
Concurrent
with the GEN II development, in June 2018, the Company transitioned
to its newly constructed GEN II industrial pilot plant. The GEN II
technology forms the basis for the commercialization of the Company
into the future.
As a
result of the strategic shift away from the GEN I technology, and
the development of the GEN II technology during the year ended
February 28, 2019, the Company considered the carrying value of its
GEN I intangible asset to be impaired and wrote off the remaining
balance of the intangible asset, which amounted to
$298,694.
Amortization
expense for the three-month periods ended May 31, 2019 and 2018
amounted to $3,015 and $16,479, respectively, and is recorded as an
operating expense in the unaudited condensed consolidated
statements of operations and comprehensive loss.
|
|
As at May
31,
2019
|
As at February
28,
2019
|
|
|
|
|
|
Intangible assets,
at cost - beginning of period
|
$
127,672
|
$
533,369
|
|
Intangible assets,
accumulated depreciation – beginning of period
|
-
|
(200,629
)
|
|
|
127,672
|
332,740
|
|
|
|
|
|
Add: Additions in
the period
|
24,811
|
153,477
|
|
Deduct:
Amortization of intangibles
|
(3,015
)
|
(59,851
)
|
|
Deduct: Impairment
of intangibles
|
-
|
(298,694
)
|
|
Add (deduct):
Foreign exchange effect
|
(3,356
)
|
-
|
|
|
$
146,112
|
$
127,672
|
F-11
6.
Fair value of financial
instruments
The
following tables presents the fair value of the Company’s
financial liabilities as at May 31, 2019 and February 28,
2019:
|
|
Fair Value Measurements as at May 31, 2019
|
||
|
|
Carrying
Amount
|
Fair
Value
|
Level in the
hierarchy
|
|
Instruments
measured at fair value:
|
$
-
|
$
-
|
-
|
|
|
|
|
|
|
Instruments
measured at amortized cost:
|
|
|
|
|
Long-term
debt
|
965,969
|
965,969
|
Level 2
|
|
Convertible
notes (Second Issuance)
|
$
3,556,249
|
$
4,900,000
|
Level 2
|
|
|
Fair Value
Measurements at February 28, 2019
|
||
|
|
Carrying
Amount
|
Fair
Value
|
Level in the
hierarchy
|
|
Instruments
measured at fair value:
|
|
|
|
|
Warrants
(First Issuance)
|
$
219,531
|
$
219,531
|
Level
3
|
|
|
|
|
|
|
Instruments
measured at amortized cost:
|
|
|
|
|
Long-term
debt
|
1,005,518
|
1,005,518
|
Level
2
|
|
Convertible
notes (First Issuance)
|
2,495,636
|
2,650,000
|
Level
2
|
|
Convertible
notes (Second Issuance)
|
$
3,126,886
|
$
3,150,000
|
Level
2
|
The
Warrants under the First Issuance of Convertible Notes represent a
Level 3 in the fair value hierarchy. The Warrants were valued using
a Monte Carlo simulation using a volatility of 71.5%. The Company
recorded a loss on revaluation from the date of issuance to
February 28, 2019 of $65,167.
7.
Accounts Payable and
Accrued Liabilities
Accounts payable and accrued liabilities as at May 31, 2019 and
February 28, 2019 were as follows:
|
|
May
31,
2019
|
February
28,
2019
|
|
Trade accounts
payable
|
$
2,086,412
|
$
1,784,362
|
|
Accrued
liabilities
|
555,287
|
520,671
|
|
Accrued
bonuses
|
461,460
|
365,200
|
|
|
$
3,103,159
|
$
2,670,233
|
F-12
8.
Joint
Venture
On
September 15, 2018, the Company, through its wholly-owned
subsidiary Loop Innovations, LLC, a Delaware limited liability
company, entered into a Joint Venture Agreement (the
“Agreement”) with Indorama Ventures Holdings LP, USA,
an indirect subsidiary of Indorama Ventures Public Company Limited,
to manufacture and commercialize sustainable polyester resin. Each
company has a 50/50 equity interest in Indorama Loop Technologies,
LLC (“ILT”), which was specifically formed to operate
and execute the joint venture.
Under
the Agreement, Indorama Venture is contributing manufacturing
knowledge and Loop is required to contribute its proprietary
science and technology.
Specifically,
the Company is contributing an exclusive world-wide royalty-free
license to ILT to use its proprietary technology to produce 100%
sustainably produced PET resin and polyester fiber.
ILT
meets the accounting definition of a joint venture where neither
party has control of the joint venture entity and both parties
have joint control over the decision-making process in ILT. As
such, the Company uses the equity method of accounting to account
for its share of the investment in Indorama Loop Technologies, LLC.
There was no activity in ILT from the date of inception of
September 24, 2018 to February 28, 2019 and, as at February 28,
2019, the carrying value of the equity investment was nil.
On April 18, 2019, Loop Innovations,
LLC, the Company’s wholly-owned subsidiary, and
Indorama Ventures Holdings LP, USA
each contributed cash of $500,000 to ILT
.
As there were no other transactions during the three-month period
ended May 31, 2019, the carrying value of the equity investment as
at May 31, 2019 was $500,000.
9. Long-Term Debt
|
|
May
31,
2019
|
February
28,
2019
|
|
Instalment
loan
|
$
965,969
|
$
1,005,518
|
|
Less current
portion
|
51,748
|
53,155
|
|
Non-current
portion
|
$
914,221
|
$
952,363
|
Principal
repayments due on the Instalment loan over the next five years are
as follows:
|
Years ending
February 28,
|
Amount
|
|
2020
|
$
38,811
|
|
2021
|
51,748
|
|
2022
|
51,748
|
|
2023
|
51,748
|
|
2024
|
51,748
|
|
Thereafter
|
720,166
|
|
Total
|
$
965,969
|
Interest
paid on the instalment loan during the three-month periods ended
May 31, 2019 and 2018 amounted to $13,070 and $13,037,
respectively. As at May 31, 2019, the Company was in compliance
with its financial covenants.
F-13
10.
Convertible
Notes
First Issuance
On November 13, 2018, the Company issued convertible promissory
notes (the “November 2018 Notes”), together with
related warrants to acquire an additional 50% of the shares issued
upon the conversion of the November 2018 Notes (the “November
2018 Warrants”), for an aggregate purchase price of
$2,450,000 (the “November 2018 Private Placement”). On
January 3, 2019, the Company issued additional convertible
promissory notes from this issuance (the “November 2018
Notes”), together with related warrants to acquire an
additional 50% of the shares issued upon the conversion of the
November 2018 Notes (the “November 2018 Warrants”), for
an aggregate purchase price of $200,000 (the “November 2018
Private Placement”).
The November 2018 Notes carry an interest rate of 8.00% per annum
and mature on May 13, 2019 and July 3, 2019 (the “November
2018 Maturity Date”), respectively, upon which date the
outstanding principal amount of the November 2018 Notes and all
accrued and unpaid interest shall automatically convert into shares
of the common stock of the Company at the price per share equal to
the lesser of (i) $13.00 and (ii) the average closing price of the
Company’s Common Stock on the Nasdaq stock market for the ten
days preceding the day to the conversion of the November 2018 Notes
(the “November 2018 Conversion Price”). The total
number of shares of Common Stock to be issued upon automatic
conversion shall equal the outstanding principal amount of the
November 2018 Notes and all accrued and unpaid interest on the
November 2018 Notes, divided by the November 2018 Conversion
Price.
The November 2018 Warrants are exercisable for an additional fifty
percent (50%) of the shares of Common Stock issued upon the
conversion of the November 2018 Notes (the “November 2018
Warrant Shares”). The per share purchase price (the
“November 2018 Exercise Price”) for each of the
November 2018 Warrant Shares purchasable under the November 2018
Warrants shall be equal to the lesser of (i) $15.00 and (ii) the
average closing price of the Company’s Common Stock on the
Nasdaq stock market for the ten days preceding the day of the
conversion of the November 2018 Notes. The November 2018 Warrants
will be issued upon conversion of the November 2018 Notes. The
November 2018 Warrants expire eighteen (18) months from the date of
the conversion of the November 2018 Notes (the “November 2018
Expiration Date”). The Investors may exercise the November
2018 Warrants at any time prior to the November 2018 Expiration
Date.
Due to the variable conversion price, the November 2018 Notes
contain characteristics of a variable share-forward sales contracts
(“VSF”) under the guidance of ASC 480-10. Management
has determined that for the purpose of the accounting for
the November 2018 Notes, it is more likely than not that the
November 2018 Conversion Price will be below $13.00, resulting in
the issuance of a variable number of shares, the November 2018
Notes are classified as a liability, and accounted for at amortized
cost.
Due to the variable number of warrants to be issued and the
variable strike price of the November 2018 Warrants, these do not
meet the “fixed-for-fixed” criteria under ASC 815-40.
Accordingly, the November 2018 Warrants are classified as a
derivative liability, initially measured at fair value and
subsequently revalued at fair value through the income
statement.
The
fair value was calculated using a Monte Carlo
simulation.
The
transaction costs related to this issuance were split pro-rata
between the November 2018 Notes and the November 2018 Warrants. The
portion relating to the November 2018 Notes were deferred and are
being amortized over the life of the convertible notes. The portion
relating to the November 2018 Warrants was immediately
expensed.
The aggregate value of the November 2018 Notes and November 2018
Warrants as shown on the consolidated balance sheet are broken down
as follows:
|
|
May 31,
2019
|
February 28,
2019
|
Issue
Date
|
|
November 2018
Convertible Notes – Liability
|
-
|
$
2,495,636
|
$
2,495,636
|
|
Accrued interest
– Liability
|
-
|
60,793
|
-
|
|
Deferred financing
costs
|
-
|
(26,557
)
|
(63,738
)
|
|
Total
|
-
|
2,529,872
|
2,431,898
|
|
|
|
|
|
|
November 2018
Warrants – Liability
|
-
|
$
219,531
|
$
154,364
|
F-14
On April 5, 2019, the Company and the Investors that purchased the
"November 2018 Notes from the Company pursuant to the Note and
Warrant Purchase Agreement dated as of November 13, 2018 or January
3, 2019, executed an Amendment, Surrender and Conversion Agreement
(“Conversion Agreement”) whereby the parties agreed to
convert the November 2018 Notes, and all accrued and unpaid
interest, into shares of the common stock of the Company at a newly
agreed conversion price per share equal to $8.55 (the “New
Conversion Price”), replacing the previous formula
which
converted the November
2018 Notes and accrued and unpaid interest into shares of the
common stock of the Company at the price per share equal to the
lesser of (i) $13.00 and (ii) the average closing price of the
Company’s Common Stock on the Nasdaq stock market for the ten
days preceding the day to the conversion of the November 2018
Notes. The Conversion Agreement stipulates that the interest on the
November 2018 Notes would be paid up to and including April 3,
2019. Pursuant to the 2018 Note Purchase Agreement, the Investors
also received related warrants to acquire an additional 50% of the
shares issued upon the conversion of the November 2018 Notes. As
part of the Conversion Agreement, the exercise price of the
November 2018 Warrants will also be the New Conversion Price,
replacing the previous formula which established the conversion
price for the November 2018 Warrants as the lesser of (i) $15.00
and (ii) the average closing price of the Company’s Common
Stock on the Nasdaq stock market for the ten days preceding the day
of the conversion of the November 2018 Notes. As a result of the
Conversion Agreement, the Company issued 319,326 shares of common
stock of the Company and issued 159,663 warrants. The November 2018
Warrants expire eighteen (18) months from the date of the
conversion of the November 2018 Notes.
The
Company recorded an expense upon revaluation of the warrants for
the period from March 1, 2019 to April 5, 2019 in the amount of
$8,483 (2018 – nil) and is included in operating expenses.
The Company recorded accretion interest expense on the November
2018 Notes from March 1, 2019 to April 5, 2019 in the amount of
$154,364 and is included in operating expenses. The Company
recorded interest expense on the November 2018 Notes for the period
from March 1, 2019 to April 3, 2019 in the amount of $19,433 (2018
– nil). The value of the 159,633 warrants issued as part of
the conversion was determined using the Black-Scholes pricing
formula and amounted to $316,929 and is included in additional
paid-in capital – warrants. Also, the conversion of the
November 2018 Notes into common stock resulted in a gain of
$232,565 and has been offset against operating
expenses.
Second Issuance
On January 15, 2019, the Company issued convertible promissory
notes (the “January 2019 Notes”), together with related
warrants to acquire an additional 50% of the shares issuable upon
the conversion of the January 2019 Notes (the “January 2019
Warrants”), for an aggregate purchase price of $4,500,000
(the “January 2019 Private Placement”). On January 21,
2019, the Company issued additional convertible promissory notes
from this issuance, together with related warrants to acquire an
additional 50% of the shares issuable upon the conversion of the
January 2019 Notes, for an aggregate purchase price of
$400,000.
The January 2019 Notes carry an interest rate of 8.00% per annum
and mature on January 15, 2020 and January 21, 2020 (the
“January 2020 Maturity Date”), respectively. At the
January 2020 Maturity Date, the outstanding principal amount of the
January 2019 Notes shall automatically convert into shares of the
common stock of the Company at the price per share equal to $8.10
(the “January 2020 Conversion Price”). The January 2020
Conversion Price may be adjusted in the event that the Company
issues common shares in a private sale or offering at a lower price
per share than $8.10 within 180 days of the closing date. The lower
price would become the new conversion price of the January 2019
Notes, which would impact the number of shares that would be
issued. The total number of shares of Common Stock to be issued
upon automatic conversion shall equal the outstanding principal
amount of the January 2019 Notes divided by the January 2020
Conversion Price.
With respect to accrued and unpaid interest at the January 2020
Maturity Date, the Investors have the option of receiving cash or
common stock of the Company at that date. Upon the January 2020
Maturity Date, where the Investor elect’s payment of accrued
and unpaid interest on the January 2019 Notes in common stock, the
price per share shall be equal to the trading price of the common
stock at the close of the market on the date immediately preceding
the January 2020 Maturity Date.
The January 2019 Warrants are exercisable for an additional fifty
percent (50%) of the shares of Common Stock issuable upon the
conversion of the January 2019 Notes (the “January 2019
Warrant Shares”). The per share purchase price (the
“January 2019 Exercise Price”) for each of the January
2019 Warrant Shares purchasable under the January 2019 Warrants
shall be equal to 115% of the January 2020 Conversion Price. The
January 2019 Warrants will be calculated and issued upon the
closing date of the January 2019 Notes, based upon the initial
$8.10 conversion price. As such, the Company issued 302,469
warrants at the closing dates of the January 2019 Notes. If the
Investor elects to take accrued and unpaid interest on the January
2019 Notes in common stock, additional warrants will be issued to
acquire 50% of the shares issued in connection with the accrued and
unpaid interest (also referred to as the “January 2019
Warrants”). The January 2019 Warrants expire twenty-four (24)
months from the date of their issuance (the “January 2019
Expiration Date”). The Investors may exercise the January
2019 Warrants at any time prior to the January 2019 Expiration
Date.
A beneficial conversion feature (“BCF”) of a
convertible note is normally characterized as the convertible
portion feature that provides a rate of conversion that is below
market value or “in-the-money” when issued. The BCF
related to the issuance of the January 2019 Notes was recorded at
the issuance date. The BCF was measured using the intrinsic value
method and is shown as a discount to the carrying amount of the
convertible note and is credited to additional paid-in capital. The
intrinsic value of the BCF at the issuance date of the January 2019
Notes was determined to be $1,200,915.
F-15
In
connection with the January 2019 Warrants issued along with the
January 2019 Notes, they meet the requirements of the scope
exemptions in ASC 815-10-15-74 and are thus classified as equity
upon issuance. The Company determined the fair value of the
warrants using the Black-Scholes pricing formula and is recognized
as a discount on the carrying amount of the January 2019 Notes and
is credited to additional paid-in capital. The fair value of the
warrants at the issuance date was determined to be
$757,704.
The allocated fair values of the BCF and the warrants was recorded
as a debt discount from the face amount of the January 2019 Notes
and such discount is being accreted over the expected term of the
January 2019 Notes and is charged to interest expense.
The aggregate values of the January 2019 Warrants, the January 2019
Notes and the related BCF are as follows:
|
|
May 31,
2019
|
February 28,
2019
|
Issue
Date
|
|
January 2019
Convertible Notes – Liability
|
3,556,249
|
$
3,126,886
|
$
2,941,381
|
|
Accrued interest
– Liability
|
147,011
|
49,011
|
-
|
|
Deferred financing
costs
|
(49,711
)
|
(69,597
)
|
(79,539
)
|
|
|
3,653,549
|
3,106,300
|
2,861,842
|
|
|
|
|
|
|
January 2019
Beneficial Conversion Option – Equity
|
1,200,915
|
1,200,915
|
1,200,915
|
|
|
|
|
|
|
January 2019
Warrants – Equity
|
$
757,704
|
$
757,704
|
$
757,704
|
The
transaction costs relating to this issuance were split pro-rata
between the January 2019 Notes, the BCF and the January 2019
Warrants. The portion relating to the January 2019 Notes were
deferred and are being amortized over the life of the January 2019
Notes. The portion relating to the BCF and the January 2019
Warrants were recorded as share issuance expenses and offset
against additional paid-in capital.
The
Company recorded accretion interest expense on the January 2019
Notes for the three-month period ended May 31, 2019 of $429,363
(2018 – nil) and is included in operating expenses. The
Company also recorded interest expense on the January 2019 Notes
for the three-month period ended May 31, 2019 in the amount of
$98,000 (2018 – nil).
F-16
11.
Stockholders’
Equity
Series A Preferred Stock
Mr.
Solomita’s amended employment agreement July 13, 2018
provides that the Company shall issue to Mr. Solomita one share of
the Company’s Series A Preferred Stock in exchange for Mr.
Solomita agreeing not to terminate his employment with the Company
for a period of five years from the date of the agreement. The
agreement effectively provides Mr. Solomita with a “change of
control” provision over the Company in the event that his
currently-held 53.3% of the issued and outstanding shares of common
stock of the Company is diluted to less than a majority. In order
to issue Mr. Solomita his one share of Series A Preferred Stock
under the amendment, the Company created a “blank
check” preferred stock. Subsequently, the board of directors
of the Company approved a Certificate of Designation creating the
Series A Preferred Stock. Subsequently, the Company issued one
share of Series A Preferred Stock to Mr. Solomita.
The one
share of Series A Preferred Stock issued to Mr. Solomita holds
a majority of the total voting power so long as Mr.
Solomita holds not less than 7.5% of the issued and outstanding
shares of common stock of the Company, assuring Mr. Solomita of
control of the Company in the event that his currently-held 53.3%
of the issued and outstanding shares of common stock of the Company
is diluted to a level below a majority.
Additionally,
the one share of Series A Preferred Stock issued to Mr. Solomita
contains protective provisions, which precludes the Company from
taking certain actions without Mr. Solomita’s (or that of any
person to whom the one share of Series A Preferred Stock is
transferred) approval. More specifically, so long as any shares of
Series A Preferred Stock are outstanding, the Company shall not,
without first obtaining the approval (by vote or written consent,
as provided by law) of the holders of at least a majority of the
then outstanding shares of Series A Preferred Stock, voting as a
separate class:
(a)
amend the Articles
of Incorporation or, unless approved by the Board of Directors,
including by the Series A Director, amend the Company’s
Bylaws;
(b)
change or modify
the rights, preferences or other terms of the Series A Preferred
Stock, or increase or decrease the number of authorized shares of
Series A Preferred Stock;
(c)
reclassify or
recapitalize any outstanding equity securities, or, unless approved
by the Board of Directors, including by the Series A Director,
authorize or issue, or undertake an obligation to authorize or
issue, any equity securities or any debt securities convertible
into or exercisable for any equity securities (other than the
issuance of stock-options or securities under any employee option
or benefit plan);
(d)
authorize or effect
any transaction constituting a Deemed Liquidation (as defined in
this subparagraph) under the Articles, or any other merger or
consolidation of the Company;
(e)
increase or
decrease the size of the Board of Directors as provided in the
Bylaws of the Company or remove the Series A Director (unless
approved by the Board of Directors, including the Series A
Director);
(f)
declare or pay any
dividends or make any other distribution with respect to any class
or series of capital stock (unless approved by the Board of
Directors, including the Series A Director);
(g)
redeem, repurchase
or otherwise acquire (or pay into or set aside for a sinking fund
for such purpose) any outstanding shares of capital stock (other
than the repurchase of shares of common stock from employees,
consultants or other service providers pursuant to agreements
approved by the Board of Directors under which the Company has the
option to repurchase such shares at no greater than original cost
upon the occurrence of certain events, such as the termination of
employment) (unless approved by the Board of Directors, including
the Series A Director);
F-17
(h)
create or amend any
stock option plan of the Company, if any (other than amendments
that do not require approval of the stockholders under the terms of
the plan or applicable law) or approve any new equity incentive
plan;
(i)
replace the
President and/or Chief Executive Officer of the Company (unless
approved by the Board of Directors, including the Series A
Director);
(j)
transfer assets to
any subsidiary or other affiliated entity (unless approved by the
Board of Directors, including the Series A Director);
(k)
issue, or cause any
subsidiary of the Company to issue, any indebtedness or debt
security, other than trade accounts payable and/or letters of
credit, performance bonds or other similar credit support incurred
in the ordinary course of business, or amend, renew, increase or
otherwise alter in any material respect the terms of any
indebtedness previously approved or required to be approved by the
holders of the Series A Preferred Stock (unless approved by the
Board of Directors, including the Series A Director);
(l)
modify or change
the nature of the Company’s business;
(m)
acquire, or cause a
Subsidiary of the Company to acquire, in any transaction or series
of related transactions, the stock or any material assets of
another person, or enter into any joint venture with any other
person (unless approved by the Board of Directors, including the
Series A Director); or
(n)
sell, transfer,
license, lease or otherwise dispose of, in any transaction or
series of related transactions, any material assets of the Company
or any Subsidiary outside the ordinary course of business (unless
approved by the Board of Directors, including the Series A
Director).
Common Stock
|
For
the period ended May 31, 2019
|
Number of
shares
|
Amount
|
|
Balance, February
28, 2019
|
33,805,706
|
$
3,381
|
|
Issuance of shares
for cash
|
600,000
|
60
|
|
Issuance of shares
upon settlement of legal matter
|
150,000
|
15
|
|
Issuance of shares
upon conversion of Convertible notes
|
319,326
|
32
|
|
Balance, May 31,
2019
|
34,875,032
|
$
3,488
|
|
For
the period ended May 31, 2018
|
Number of
shares
|
Amount
|
|
Balance, February
28, 2018
|
33,751,088
|
$
3,376
|
|
Cashless exercise
of stock options
|
18,821
|
2
|
|
Issuance of shares
upon vesting of restricted stock units
|
35,797
|
3
|
|
Balance, May 31,
2018
|
33,805,706
|
$
3,381
|
During
the three months ended May 31, 2019, the Company recorded the
following common stock transactions:
|
(i)
|
On
March 1, 2019, the Company sold 600,000 shares of its common stock
at an offering price of $8.55 per share in a registered direct
offering, for gross proceeds of $5,130,000;
|
|
(ii)
|
On
March 8, 2019 and March 11, 2019, the Company issued 150,000 shares
of its common stock in settlement of a legal matter;
|
|
(iii)
|
On
April 9, 2019, the Company converted Convertible notes with a face
value of $2,650,000 plus accrued interest of $80,241 at a
conversion price of $8.55, into 319, 326 common
shares.
|
During
the three months ended May 31, 2018, the Company recorded the
following common stock transactions:
(i)
the Company issued
18,821 shares of common stock upon the cashless exercise of 20,000
warrants.
(ii)
the Company issued
35,797 shares of common stock upon the vesting of restricted stock
units.
F-18
12. Share-based Payments
Stock Options
The
following tables summarizes the continuity of the Company’s
stock options during the three-month periods ended May 31, 2019 and
2018:
|
|
2019
|
2018
|
||
|
|
Number of stock
options
|
Weighted average
exercise price
|
Number of stock
options
|
Weighted average
exercise price
|
|
Outstanding,
beginning of period
|
1,962,400
|
$
7.53
|
2,374,581
|
$
7.99
|
|
Granted
|
-
|
-
|
-
|
-
|
|
Exercised
|
-
|
-
|
(20,000
)
|
0.80
|
|
Forfeited
|
(10,010
)
|
8.75
|
(100,000
)
|
5.25
|
|
Expired
|
(260,417
)
|
13.89
|
-
|
-
|
|
Outstanding, end of
period
|
1,691,973
|
$
6.60
|
2,254,581
|
$
8.17
|
|
Exercisable, end of
period
|
914,998
|
$
6.10
|
926,249
|
$
6.61
|
|
|
2019
|
2018
|
||
|
Exercise
price
|
Number of stock
options outstanding
|
Weighted average
remaining life (yrs.)
|
Number of stock
options outstanding
|
Weighted average
remaining life (yrs.)
|
|
$
0.80
|
582,081
|
6.51
|
582,081
|
7.50
|
|
$
3.00
|
-
|
-
|
12,500
|
0.01
|
|
$
5.25
|
380,000
|
8.24
|
430,000
|
8.19
|
|
$
8.75
|
16,683
|
0.04
|
-
|
-
|
|
$
11.52
|
13,209
|
0.04
|
-
|
-
|
|
$
12.00
|
700,000
|
8.29
|
700,000
|
9.29
|
|
$
13.49
|
-
|
-
|
250,000
|
9.38
|
|
$
13.89
|
-
|
-
|
280,000
|
9.44
|
|
Outstanding, end of
period
|
1,691,973
|
7.52
|
2,254,581
|
8.60
|
|
Exercisable, end of
period
|
914,998
|
7.54
|
926,249
|
7.96
|
The
Company applies the fair value method of accounting for stock-based
compensation awards granted. Fair value is calculated based on a
Black-Scholes option pricing model. As there were no new issuances
of stock options for the three-month periods ended May 31, 2019 and
2018, there are no principal components of the Black-Scholes option
pricing model for stock options during those periods.
During
the three-month periods ended May 31, 2019 and 2018, stock-based
compensation expense attributable to stock options amounted to
$575,513 and $978,025, respectively, and is included in operating
expenses.
F-19
Restricted Stock Units
The
following table summarizes the continuity of the restricted stock
units (“RSUs”) during the three-month periods ended May
31, 2019 and 2018:
|
|
2019
|
2018
|
||
|
|
Number of
units
|
Weighted average
fair value price
|
Number of
units
|
Weighted average
fair value price
|
|
Outstanding,
beginning of period
|
402,868
|
$
8.77
|
34,102
|
$
13.00
|
|
Granted
|
25,145
|
9.79
|
24,450
|
12.23
|
|
Issued as common
stock
|
(7,043
)
|
12.16
|
(35,797
)
|
13.06
|
|
Forfeited
|
(17,203
)
|
8.75
|
-
|
-
|
|
Outstanding, end of
period
|
403,767
|
$
8.73
|
22,755
|
$
12.07
|
|
Outstanding vested,
end of period
|
5,000
|
12.32
|
-
|
-
|
The
Company applies the fair value method of accounting for awards
granted through the issuance of restricted stock units. Fair value
is calculated based on the closing share price at grant date
multiplied by the number of restricted stock unit awards
granted.
During
the three-month periods ended May 31, 2019 and 2018, stock-based
compensation attributable to RSUs amounted to $355,178 and
$207,645, respectively, and is included in operating
expenses.
During
the three-month periods ended May 31, 2019 and 2018, stock-based
compensation included in Research and development expenses amounted
to $312,435 and $410,213, respectively, and in General and
administrative expenses amounted to $618,255 and $775,456,
respectively.
13.
Equity
Incentive Plan
On July
6, 2017, the Company adopted the 2017 Equity Incentive Plan (the
“Plan”). The Plan permits the granting of warrants,
stock options, stock appreciation rights and restricted stock units
to employees, directors and consultants of the Company. A total of
3,000,000 shares of common stock were initially reserved for
issuance under the Plan at July 6, 2017, with annual automatic
share reserve increases, as defined in the Plan, amounting to the
lessor of (i) 1,500,000 shares, (ii) 5% of the outstanding shares
on the last day of the immediately preceding fiscal year, or (iii)
or such number of shares determined by the Administrator of the
Plan, effective March 1, 2018. The Plan is administered by the
Board of Directors who designates eligible participants to be
included under the Plan, the number of awards granted, the share
price pursuant to the awards and the vesting conditions and period.
The awards, when granted, will have an exercise price of no less
than the estimated fair value of shares at the date of grant and a
life not exceeding 10 years from the grant date. However, where a
participant, at the time of the grant, owns stock representing more
than 10% of the voting power of the Company, the life of the
options shall not exceed 5 years.
The
following table summarizes the continuity of the Company’s
Equity Incentive Plan units during the three-month periods ended
May 31, 2019 and 2018:
|
|
2019
|
2018
|
|
|
Number of
units
|
Number of
units
|
|
Outstanding,
beginning of period
|
3,223,516
|
1,735,898
|
|
Automatic share
reserve increase
|
1,500,000
|
1,500,000
|
|
Units
granted
|
(25,145
)
|
(24,450
)
|
|
Units
forfeited
|
27,213
|
-
|
|
Units
expired
|
260,417
|
-
|
|
Outstanding, end of
period
|
4,986,001
|
3,211,448
|
F-20
14. Warrants
The
following table summarizes the continuity of warrants during the
three-month periods ended May 31, 2019 and 2018:
|
|
2019
|
2018
|
||
|
|
Number of
warrants
|
Weighted average
exercise price
|
Number of
warrants
|
Weighted average
exercise price
|
|
Outstanding,
beginning of period
|
802,469
|
$
10.74
|
140,667
|
$
12.00
|
|
Issued
|
159,663
|
8.55
|
-
|
-
|
|
Exercised
|
-
|
-
|
-
|
-
|
|
Expired
|
-
|
-
|
-
|
-
|
|
Outstanding, end of
period
|
962,132
|
$
10.38
|
140,667
|
$
12.00
|
The
expiration dates of the warrants outstanding as at May 31, 2019 are
as follows:
|
|
2019
|
|
|
|
Number of
warrants
|
Weighted average
exercise price
|
|
January 15,
2020
|
277,778
|
$
9.32
|
|
January 21,
2020
|
24,691
|
9.32
|
|
October 9,
2020
|
159,663
|
8.55
|
|
February 25,
2021
|
200,000
|
11.00
|
|
February 25,
2021
|
300,000
|
12.00
|
|
Outstanding, end of
period
|
962,132
|
$
10.38
|
15. Interest and Other Finance Costs
Interest and other finance costs for the three-month periods ended
May 31, 2019 and 2018 are as follows:
|
|
2019
|
2018
|
|
Interest on
long-term debt
|
$
13,070
|
$
13,037
|
|
Interest on
convertible notes
|
117,435
|
-
|
|
Accretion
expense
|
547,562
|
-
|
|
Amortization of
deferred finance costs
|
46,442
|
-
|
|
Revaluation of
warrants
|
8,483
|
-
|
|
Gain on conversion
of November 2018 Notes
|
(232,565
)
|
-
|
|
Other
|
1,422
|
(124
)
|
|
|
$
501,849
|
$
12,913
|
F-21
16. Commitments
The Company has entered into multi-year supply agreements with
PepsiCo, Coca-Cola’s Cross Enterprise Procurement Group and
Danone SA that will enable them to purchase production capacity
from the Company’s joint venture facility with IVL in the
United States, and incorporate Loop™ PET resin into its
product packaging starting in 2020. Also, the Company has entered
into a multi-year supply agreement with L’Occitane that will
enable them to purchase production capacity from the
Company’s first European production facility.
17. Subsequent Event
On May 29, 2019
, Loop
Industries, Inc. entered into a Securities Purchase Agreement
(“Purchase Agreement”) by and among the Company,
Northern Private Capital Fund I Limited Partnership, an accredited
investor (the “Purchaser”), and Daniel Solomita
(“Solomita”), in his individual capacity and solely for
the purposes of a voting arrangement, pursuant to which the Company
has agreed to issue and sell to the Purchaser in a registered
direct offering (“Offering”) an aggregate of 4,093,567
shares (“Shares”) of the Company’s common stock
(the “Common Stock”) at a per share purchase price of
$8.55 per share, for aggregate net proceeds of approximately $34.6
million, after deducting estimated offering expenses payable by the
Company, of approximately $400,000. The issuance and sale of the
Shares is registered under the Securities Act of 1933 pursuant to
the Company’s Registration Statement on Form S-3 which was
declared effective by the Securities and Exchange Commission
(“SEC”) on August 10, 2018, supplemented by a
prospectus supplement dated May 29, 2019.
Concurrently with the Offering and pursuant to the
Purchase Agreement, the Company has agreed to issue to the
Purchaser options to purchase up to an additional 4,093,567 shares
of the Company’s common stock at an exercise price of $11.00
per share, which will vest on December 15, 2019, and are
exercisable for three years following the closing date of the
Offering. The Offering closed on June 14.
F-22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following information and any forward-looking statements should
be read in conjunction with the unaudited financial information and
the notes thereto included in this Quarterly Report on Form 10-Q,
including those risks identified in the “Risk Factors”
section of our most recent Annual Report on Form 10-K.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
STATEMENTS
This
Quarterly Report on Form 10-Q of Loop Industries, Inc., a Nevada
corporation (the “Company”, “we”,
“Loop” or “our”), contains
“forward-looking statements,” as defined in the United
States Private Securities Litigation Reform Act of 1995. In some
cases, you can identify forward-looking statements by terminology
such as “may”, “will”,
“should”, “could”, “expects”,
“plans”, “intends”,
“anticipates”, “believes”,
“estimates”, “predicts”,
“potential” or “continue” or the negative
of such terms and other comparable terminology. These
forward-looking statements include, without limitation, statements
about our market opportunity, our strategies, ability to improve
and expand our capabilities, competition, expected activities and
expenditures as we pursue our business plan, the adequacy of our
available cash resources, regulatory compliance, plans for future
growth and future operations, the size of our addressable market,
market trends, and the effectiveness of the Company’s
internal control over financial reporting. Although we believe that
the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. Actual results may differ materially
from the predictions discussed in these forward-looking statements.
The economic environment within which we operate could materially
affect our actual results. Forward-looking statements are
inherently subject to risks and uncertainties, some of which cannot
be predicted or quantified. These risks and other factors include,
but are not limited to, those listed under “Risk
Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations -
Critical Accounting Policies and Estimates” included in our
most recent Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (the “SEC”) and the
description of material changes thereto, if any, included in our
Quarterly Reports on Form 10-Q or subsequent filings with the SEC.
Additional factors that could materially affect these
forward-looking statements and/or predictions include, among other
things: (i) commercialization of our technology and products,
(ii) our
status of relationship with partners,
(iii) development and
protection of our intellectual property and products, (iv) our need
for and ability to obtain additional financing, (v) industry
competition, (vi) regulatory and other legal compliance, (vii) the
exercise of the control over us by Mr. Daniel Solomita, our
President and Chief Executive Officer, Chairman of the Board of
Directors, and majority stockholder, (viii) other factors over
which we have little or no control, (
ix) building our
manufacturing facility, (x) and our ability to sell our products in
order to generate revenues, (xi) our proposed business model and
our ability to execute thereon,
(xii) our ability to remedy
our material weaknesses in internal control over financial
reporting, (xiii) our ability to continue as a going concern and
raise funds sufficient to support our ongoing operations, (xiv)
whether the reassessment of our internal controls over financial
reporting could lead us to conclude that there were deficiencies in
its internal control over financial reporting that constitute
material weaknesses, (xv) adverse effects on the Company’s
business and operations as a result of increased regulatory, media
or financial reporting issues and practices, rumors or otherwise
and (xvi) other factors discussed in our subsequent filings with
the SEC.
Management
has included projections and estimates in this Form 10-Q, which are
based primarily on management’s experience in the industry,
assessments of our results of operations, discussions and
negotiations with third parties and a review of information filed
by our competitors with the SEC or otherwise publicly
available.
In
addition, statements that “we believe” and similar
statements reflect our beliefs and opinions on the relevant
subject. These statements are based upon information available to
us as at the date of this Form 10-Q, and while we believe such
information forms a reasonable basis for such statements, such
information may be limited or incomplete, and our statements should
not be read to indicate that we have conducted an exhaustive
inquiry into, or review of, all potentially available relevant
information. These statements are inherently uncertain and
investors are cautioned not to unduly rely upon these
statements.
We
caution readers not to place undue reliance on any such
forward-looking statements, which speak only as at the date made.
We disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after
the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
5
Introduction
Loop
Industries, Inc. is a technology
and
licensing company whose mission is to accelerate the world’s
shift toward sustainable plastic and away from its dependence on
fossil fuels. Loop owns patented and proprietary technology that
depolymerizes no and low value waste PET plastic and polyester
fiber, including plastic bottles and packaging, carpet and
polyester textile of any color, transparency or condition and even
ocean plastics that have been degraded by the sun and salt, to its
base building blocks (monomers). The monomers are filtered,
purified and
repolymerized
to create virgin-quality Loop™ branded PET plastic resin and
polyester fiber suitable for use in food-grade packaging to be sold
to consumer goods companies to help them meet their sustainability
objectives. Through our customers and production partners,
Loop is leading a global movement toward a circular economy by
commercializing a leading-edge technology which will ensure plastic
stays in the economy for a more sustainable future for
all.
Industry Background
We believe there is an increasing demand for action to address the
global plastic crisis, which has been characterized by facts
provided by leading academic and not-for profit organizations. For
example, the University of Georgia reports eight million metric
tons of plastic waste flows into our shared oceans every year, and,
according to The New Plastics Economy, by 2050 more plastic waste
is expected to be present in the ocean than fish (by mass). Couple
this information with the global annual market demand for PET
plastic and polyester fiber at nearly $130 billion, and the current
growth projections from the 2018 IHS Polymer Market Report
indicating this will exceed $160 billion by 2022, and the need for
governments and consumer brands to take decisive action to stem
this global plastic crisis becomes readily apparent.
Examples of actions and trends of 2018 and early 2019 that
demonstrate the significance of the plastic crisis:
●
The United Kingdom has
proposed a
regulation expected to impose a
tax on
plastic packaging imported or manufactured in the United Kingdom
that does not contain at least 30% recycled content. This
compliments the proposed reform of the producer responsibility
regime for packaging
throughout the United
Kingdom
; and tools to increase
the recycling of municipal waste from households and businesses in
England;
●
The proposed European
Union
Directive on the reduction of
the impact of certain plastic products on the
environment
is expected to
require that single-use PET plastic bottles contain 25% recycled
content by 2025 and 30% by 2030;
●
France
has proposed to increase the price of single-use plastic containers
that use virgin PET plastic by up to 10% in an effort to discourage
consumers from buying packaging that does not contain recycled
content;
●
Plastic
pollution continues to be one of the most persistently covered
environmental issues by media and local and global environmental
non-governmental organizations; and
●
Global
consumer goods companies have made significant commitments to make
the transition to a circular plastic economy, namely:
i.
In
January 2018, Danone’s evian® brand bottled spring water
committed to a 100% recycled content package by 2025;
ii.
In
2018, Coca-Cola committed to an average recycled content of 50%
across its plastic packaging by 2030;
iii.
In
October 2018, PepsiCo committed to an average recycled content of
33% in its packaging by 2025;
iv.
In
December 2018, Nestle Waters committed that its plastic packaging
will contain 50% recycled content by 2025; and
v.
In February 2019, the L’OCCITANE Group, a
global
manufacturer and
retailer of natural cosmetics, committed to a 100% recycled content
package by 2025.
We believe these trends indicate that the transformation from a
linear to a circular plastic economy is not only necessary and
inevitable, but underway. And that this transition is leading to a
substantial demand for sustainable, cost-effective, marketable
Loop™ PET plastic resin and polyester fiber.
Proprietary Technology and Intellectual Property
The power of our technology lies in its ability to divert and
recover what is currently considered plastic waste from landfills,
rivers, oceans and natural areas for use as feedstock to create
new, sustainable, infinitely recyclable Loop™ PET plastic
resin and polyester fiber. We believe our technology can deliver a
cost-effective and profitable virgin quality PET plastic resin
suitable for use in food-grade packaging.
Our Generation I technology process yielded polyethylene
terephthalate (“PTA”) and monoethylene glycol
(“MEG”), two common monomers of PET plastic, through
depolymerization. While monomers were of excellent purity and
strong yield, we continued to challenge ourselves to drive down
cost and eliminate inputs. It was during this process that we
realized we could eliminate water and chlorinated solvents from the
purification process, reduce the number of reagents from five to
two and reduce the number of purification steps from 12 to four, if
we shifted from the production of PTA to the production of dimethyl
terephthalate (“DMT”), another proven monomer of PET
plastic that is far simpler to purify. Since June 2018, when we
transitioned to our Generation II technology and our newly built
industrial pilot plant, we continue to see consistently high
monomer yields, excellent purity and improved conversion
costs
6
This shift, from producing the monomer PTA to the monomer DMT was a
pivotal moment for Loop. The Generation II technology is more
cost-effective, easier to commercialize, more economical for our
customers and requires less energy and fewer resource inputs than
conventional PET production processes. We believe it to be one of
the most environmentally sustainable methods for producing virgin
quality food-grade PET plastic in the world.
To
protect our technology, we rely on a combination of patent and
trademark laws, trade secrets, confidentiality provisions and other
contractual provisions to protect our proprietary rights, which are
primarily our patents, brand names, product designs and
marks.
We have
two patent groups, referred to as GEN I technology and the GEN II
technology, with claims relating to our proprietary technology for
depolymerization of PET.
●
The GEN I portfolio
has two issued U.S. patents and a pending U.S. application expected
to expire on or around July 2035. Internationally, we also have an
issued patent in Taiwan, an allowed application in the members of
the Gulf Cooperation Council, and pending patent applications in
Argentina, Australia, Brazil, Canada, China, Eurasia, Europe,
Israel, India, Japan, Korea, Mexico, the Philippines, and South
Africa, all expected to expire on or around July 2036 if
granted.
●
The GEN II
technology portfolio has an issued U.S. patent and a pending U.S.
application expected to expire on or around September 2037; as well
as a PCT application and non-PCT applications in Argentina,
Bangladesh, Bolivia, Bhutan, members of the Gulf Cooperation
Council, Iraq, Pakistan, Taiwan, Uruguay, and Venezuela, all
expected to expire on or around September 2037 if granted.
Additionally, we have three pending provisional applications
directed to additional aspects of the GEN II technology. Any
patents that would ultimately grant from these provisional
applications would be expected to expire no earlier than 2039, if
granted.
In
connection with the continued transitioned to its newly constructed
GEN II industrial pilot plant. the Company made capital asset
investments of $943,891 during the three months ended May 31,
2019.
Government Regulation and Approvals
As we
seek to further develop and commercialize our business, we will be
subject to extensive and frequently developing federal, state,
provincial and local laws and regulations. Compliance with current
and future regulations could increase our operational
costs.
Our
operations require various governmental permits and approvals. We
are in the process of obtaining all necessary permits and approvals
for the operation of our business; however, any of these permits or
approvals may be subject to denial, revocation or modification
under various circumstances. Failure to obtain or comply with the
conditions of permits and approvals or to have the necessary
approvals in place may adversely affect our operations and may
subject us to penalties.
The use of mechanically recycled PET for food grade applications in
India is not permitted, and in Japan and China it is highly
inadvisable for a variety of reasons including the perception of
contamination from mechanically recycled sources. We believe that
means that Loop™ PET plastic resin and polyester fiber has a
distinct advantage in these markets, which represent nearly three
billion people or approximately 38% of the global population. Since
our product is not mechanically recycled PET, we expect that demand
from PET manufacturers and global consumer goods companies in these
regions for 100% Loop™ branded PET plastic resin and
polyester fiber will be a significant part of our strategy going
forward
.
Commercialization Progress and
Plan of Operation
During the quarter ended May 31, 2019, we continued executing our
corporate strategy where Loop focused on developing three major
streams of revenue. These revenue streams are expected to be from
the sale of Loop™ PET plastic resin and polyester fiber to
customers from our joint venture with Indorama Ventures Limited
(“IVL”), license fees from our Waste-to-Resin
(“WtR™”) facilities and development fees from the
sale and construction of WtR™ facilities around the
world.
In September 2018, in connection with the first of these streams,
we announced a joint venture with IVL to manufacture and
commercialize sustainable Loop™ branded PET plastic resin and
polyester fiber to meet the growing global demand from beverage and
consumer packaged goods companies. The joint venture agreement
details the establishment of a 20,700 metric tonnes facility in the
southeastern United States. As the 20,700 metric tonnes production
capacity is fully subscribed by customers. which include Danone,
PepsiCo, and Coca-Cola’s Cross Enterprise Procurement Group,
the joint venture is evaluating increasing the capacity of the
facility. The facility is expected to commence production in the
second half of the calendar year 2020.
Also, during the 2019 fiscal year and the three months ended May
31, 2019, we secured key partners such as Thyssenkrupp Industrial
Solutions(“tkIS”), built our brand and continued to
secure the feedstock needed to support our commercial success. We
expect to sign definitive contractual agreements for feedstock in
the next 12-18 months.
7
Production
There are two principal modes planned for commercializing
production of Loop™ branded PET plastic resin and polyester
fiber. These include the retrofit of existing PET production
facilities and the development of greenfield integrated WtR™
facilities around the world, which are described here.
In September of 2018, we announced a joint venture with IVL to
manufacture and commercialize sustainable Loop™ branded PET
plastic resin and polyester fiber to meet the growing global demand
from beverage and consumer packaged goods companies. The 50/50
joint venture has an exclusive world-wide license to use our
technology to retrofit existing IVL facilities, so each can produce
100% sustainable Loop™ PET plastic resin and polyester fiber.
The first facility, in Spartanburg, South Carolina, is anticipated
to begin commercial production in the second half of the calendar
year 2020 and is expected to produce 20,700 metric tonnes of
sustainable Loop™ PET plastic resin and is fully subscribed
by leading global consumer brands. T
he engineering design work for our first facility
in Spartanburg, South Carolina is progressing
well.
As part of the joint venture agreement, the Company anticipates
contributing equity to meet its financial obligations under the
joint venture agreement with IVL. On April 18, 2019, the Company
and its joint venture partner have each contributed cash of
$500,000 to the joint venture. Also, due to increasing market
demand from existing and potential customers, and the positive work
on the preliminary engineering conducted at the facility, the joint
venture is evaluating options to increase the capacity at the plant
to 40,000 metric tonnes and the Company anticipates a decision to
be made by the second quarter of the fiscal year 2020. If the joint
venture decides to expand production capacity, this would increase
the Company’s required equity contribution to the joint
venture,
which is estimated to be between
$15,000,000-$20,000,000
. The Company
expects that the additional capacity will be sold to existing and
new customers that are currently under
negotiation.
We are also in the process of identifying additional facilities
suitable for retrofit. The partnership with IVL, which we believe
to be one of the world’s largest global integrated PET
plastic resin manufacturer, helps bring Loop™ PET sustainable
plastic resin and polyester fiber to market more quickly and
further emboldens the confidence of our customers to sign
multi-year supply agreements and term sheets with us.
To drive our WtR™ solution, which is a key pillar of our
commercialization blueprint, December 2018 saw us enter into a
Global Alliance Agreement with Thyssenkrupp Industrial Solutions
(“tkIS”) aimed at transforming the future of
sustainable PET plastic resin manufacturing by combining our
breakthrough depolymerization technology with tkIS’s PET
Melt-To-Resin® technology. As one of the world’s leading
PET and polyester engineering companies, we believe tkIS is
perfectly positioned to help us commercialize our WtR™
solution—a fully integrated and reimagined manufacturing
facility for sustainable Loop™ PET plastic resin and
polyester fiber. During the three months ended May 31, 2019, the
Company and tkIS continued the process of developing such a fully
integrated and reimagined manufacturing facility for sustainable
Loop™ PET plastic resin and polyester fiber.
We believe the WtR™ solution will result in a highly scalable
recurring revenue licensing model to supply the global demand for
100% sustainable Loop™ PET plastic resin and polyester fiber,
allowing us to rapidly penetrate and transform the plastic market
and fully capitalize on our disruptive potential to be the leader
in the circular economy for PET plastic. This fundamentally changes
where and how PET plastic resin production occurs—no longer
does PET plastic resin production need to be bound to fossil fuels
and fossil fuel infrastructure. WtR™ facilities could be
located near large urban centers where feedstock is located, and
transportation and logistics costs could be significantly reduced
as the distance between feedstock, manufacturing and customer use
is collapsed.
We believe the proposition for those seeking a turnkey solution to
manufacture Loop™ PET plastic resin and polyester fiber, such
as chemical companies, waste managers, existing recyclers and even
consumer good companies around the world is compelling. We further
believe this will create a recurring licensing revenue stream for
us while expanding the capacity of Loop™ PET plastic resin
and polyester fiber in the marketplace to meet the substantial
demand from consumer goods companies.
Supply Agreements with Global Consumer Brands
Consumer brands are seeking a solution to their plastic challenge
and they are taking bold action. In the past year we have seen
major brands make significant commitments to close the loop on
their plastic packaging in two ways, by transitioning their
packaging to recyclable materials and by incorporating more
recycled content into their packaging. We believe Loop™ PET
plastic resin and polyester fiber provides the ideal solution for
these brands because Loop™ PET plastic resin and polyester
fiber is recyclable and contains 100% recycled PET and polyester
fiber content with virgin quality suitable for use in food-grade
packaging. That means consumer packaged goods companies can now
market packaging made from a 100% Loop™ branded PET plastic
resin and polyester fiber.
As a result, during the 2019 fiscal year and the three months ended
May 31, 2019, we delivered a significant number of announcements
with some of the world’s leading brands,
including:
●
Multi-year supply agreement with Danone SA, one of
the world’s leading global food and beverage
companies.
Danone will purchase
100% sustainable and upcycled Loop™ branded PET from
Loop’s joint venture facility with IVL in the United
States for use in brands across its portfolio including
evian
®
,
Danone’s iconic natural spring water
;
●
Multi-year
supply agreement with PepsiCo, one of the largest purchasers of
recycled PET plastic, enabling them to purchase production capacity
from Loop’s joint venture facility with IVL in the United
States and incorporate Loop™ PET plastic resin into its
product packaging by 2020;
●
Multi-year
supply framework with the Coca-Cola system’s Cross Enterprise
Procurement Group to supply 100% recycled and sustainable
Loop™ PET plastic resin from our joint venture facility with
IVL in the United States to authorized Coca-Cola bottlers who enter
into supply agreements with us;
8
●
Multi-year supply
agreement with L’Occitane to
supply 100% recycled and sustainable Loop™
PET plastic resin from our first European production
facility;
●
A
new program, free to consumers of Gatorade Gx and Drinkfinity,
subsidiaries of PepsiCo, to return used Gatorade Gx and Drinkfinity
pods to Loop where the PET from the pods will be processed using
Loop’s technology to make Loop™ PET plastic resin and
polyester fiber, and all other recyclable components are sent for
recycling;
●
A
new program, free to consumers of Drinkworks by Keurig®, to
return used Drinkworks pods to Loop where the PET from the pods
will be processed using Loop’s technology to make Loop™
PET plastic resin and polyester fiber and all other recyclable
components are sent for recycling;
●
An initial Letter of Intent
with L’Oréal Group, the global leader
in the beauty industry, working towards a multi-year supply
agreement and setting the stage for L’Oréal to becoming
the first major cosmetics company in the world to close the loop on
their PET plastic packaging by incorporating Loop™
PET;
●
An initial Letter
of Intent with Nestle Waters North America working towards a
multi-year supply agreement for Loop™ PET; and
●
Working towards
a
multi-year supply
agreement with Unilever.
Loop believes that due to the commitments by large global consumer
brands to incorporate more recycled content into their product
packaging, the regulatory requirements for minimum recycled content
in packaging imposed by governments, the virgin-like quality of
Loop™ branded PET and the marketability of Loop™ PET to
extoll the sustainability credentials of consumer brands that
incorporate Loop™ PET, it will sell its Loop™ branded
PET at a premium price relative to virgin PET.
Turning Waste into Feedstock
To us, waste PET plastic and polyester fiber is feedstock, the
materials introduced into our Generation II depolymerization
technology to yield PET monomers. Our technology can use plastic
bottles and packaging of any color, transparency or condition,
carpet, clothing and other polyester textiles that may contain
colors, dyes or additives, and even ocean plastics that have been
degraded by sun and salt. This is yet another distinct advantage of
Loop™ PET over mechanically recycled PET, our ability to use
materials that nearly all other recyclers do not use. This also
means we are creating a new market for materials that have
persistently been leaking out of the waste management system and
into our shared rivers, oceans and natural areas.
We have a dedicated team studying the availability of feedstock to
ensure each planned facility can operate continuously. The team has
already identified the sources required for our first joint venture
facility with IVL and is now focused on signing supply agreements
to secure this feedstock for the long term.
The team is also conducting a macro-to-micro analysis in the United
States, Canada, European Union and Asia to help us evaluate the
size and location of our next facilities. The approach includes a
fulsome inventory of PET materials introduced into a region, the
materials collected (or recycled) in the region and the material
loss, or the difference between the material introduced and the
material collected. This allows us to identify not only the
material traditionally available for recycling, but how material
can be effectively diverted from landfill, rivers, oceans and
natural areas by providing a new outlet for what was formerly
considered waste.
We believe the proposition for those seeking a turnkey solution to
manufacture Loop™ PET plastic resin and polyester fiber, such
as chemical companies, waste managers, existing recyclers and
consumer good companies around the world is compelling. We further
believe this will create a recurring licensing revenue stream for
us while expanding the capacity of Loop™ PET plastic resin
and polyester fiber in the marketplace to meet the substantial
demand from consumer goods companies.
Consumer brands are seeking a solution to their plastic challenge,
and they are taking bold action. In the past year we have seen
major brands make significant commitments to close the loop on
their plastic packaging in two ways, by transitioning their
packaging to recyclable materials and by incorporating more
recycled content into their packaging. We believe Loop™ PET
plastic resin and polyester fiber provides the ideal solution for
these brands because Loop™ PET plastic resin and polyester
fiber contains 100% recycled PET and polyester fiber content. The
Loop™ PET plastic resin and polyester fiber is virgin quality
suitable for use in food-grade packaging. That means consumer
packaged goods companies can now market packaging made from a 100%
Loop™ branded PET plastic resin and polyester fiber. As a
result, during the 2019 fiscal year and the three months ended May
31, 2019, we delivered a significant number of announcements
regarding our partnership / engagement with some of the
world’s leading brands.
We plan
to continue to allocate available capital to strengthen our
intellectual property portfolio, build a core competency in
managing strategic relationships and continue enhancing our Loop
brand value. Our research and development innovation hub in
Terrebonne, Quebec, Canada will continue optimizing our current
technology as well as innovate into new areas of sustainability. We
are investing in building a strong management team to integrate
best in class processes and practices while maintaining our
entrepreneurial culture.
9
Results of Operations
The
following table summarizes our operating results for the
three-month periods ended May 31, 2019 and 2018, in U.S.
Dollars.
|
|
Three Months Ended May
31,
|
||
|
|
2019
|
2018
|
$
Change
|
|
Revenues
|
$
-
|
$
-
|
$
-
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
Research and
development
|
|
|
|
|
Stock-based
compensation
|
312,435
|
410,213
|
(97,778
)
|
|
Other research and
development
|
685,426
|
655,866
|
29,560
|
|
Total research and
development
|
997,861
|
1,066,079
|
(68,218
)
|
|
|
|
|
|
|
General and
administrative
|
|
|
|
|
Stock-based
compensation
|
618,255
|
775,456
|
(157,201
)
|
|
Other general and
administrative
|
1,284,375
|
1,580,094
|
(295,719
)
|
|
Total general and
administrative
|
1,902,630
|
2,355,550
|
(452,920
)
|
|
|
|
|
|
|
Depreciation and
amortization
|
164,336
|
101,069
|
63,267
|
|
Interest and other
finance costs
|
501,849
|
12,913
|
488,936
|
|
Foreign exchange (gain)
loss
|
(12,126
)
|
(6,081
)
|
(6,045
)
|
|
Total
operating expenses
|
3,554,550
|
3,529,530
|
25,020
|
|
Net
loss
|
(3,554,550
)
|
$
(3,529,530
)
|
$
(25,020
)
|
First Quarter Ended May 31, 2019
The net
loss for the three-month period ended May 31, 2019 increased $0.03
million to $3.56 million, as compared to the net loss for the
three-month period ended May 31, 2018 which was $3.53
million. The increase is primarily due to increased interest
and other finance costs of $0.49 million, an increase in
depreciation and amortization of $0.06 million, offset by lower
research and development expenses of $0.07 million and by lower
general and administrative expenses of $0.45 million.
Research
and development expenses for the three-month period ended May 31,
2019 amounted to $1.0 million compared to $1.07 million for the
three-month period ended May 31, 2018, representing a decrease of
$0.07 million, or representing an increase of $0.03 million
excluding stock-based compensation. The increase of $0.03 million
was primarily attributable to higher professional fees offset by
higher research and development tax credits. The decrease in
non-cash stock-based compensation expense of $0.10 million is
mainly attributable to the timing of stock awards provided to
certain employees.
General
and administrative expenses for the three-month period ended May
31, 2019 amounted to $1.90 million compared to $2.36 million for
the three-month period ended May 31, 2018, representing a decrease
of $0.46 million, or $0.30 million excluding stock-based
compensation. The decrease of $0.30 million was mainly attributable
to higher employee related expenses, higher marketing and
commercial insurance expenses totaling $0.28 million, offset by
professional fees of $0.58 million. Stock-based compensation
expense for the three-month period ended May 31, 2019 amounted to
$0.62 million compared to $0.78 million for the three-month period
ended May 31, 2018, representing a decrease of $0.16 million, which
was mainly attributable lower stock awards provided to
executives.
10
Depreciation
and amortization for the three-month period ended May 31, 2019
totaled $0.16 million compared to $0.10 million for the three-month
period ended May 31, 2018, representing an increase of $0.06
million. This increase is mainly attributable to the addition of
fixed assets at the Company’s pilot plant and corporate
offices.
Interest
and other finance costs for the three-month period ended May 31,
2019 totaled $0.50 million compared to $0.01 million the
three-month period ended May 31, 2018, representing an increase of
$0.49 million. This increase is attributable to the non-cash
accretion expense also relating to the convertible notes issued
during the 2019 Fiscal year in the amount of $0.59 million, the
interest expense relating to the convertible notes issued during
the 2019 Fiscal year in the amount of $0.12 million, the
amortization of deferred financing costs also related to the
convertible notes issued during the 2019 Fiscal year in the amount
of $0.04 million, the revaluation expense of the November 2018
Warrants in the amount of $0.01 million offset by the gain on
conversion of the November 2018 Notes in the amount of $0.27
million. During the three months ended May 31, 2018, there were no
convertible notes outstanding.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
Loop is a development stage company with no revenues, and our
ongoing operations are being financed by raising new equity and
debt capital. To date, we have been successful in raising capital
to finance our ongoing operations, reflecting the potential for
commercializing our branded resin and the progress made to date in
implementing our business plans.
As at
May 31, 2019, the Company had cash on hand of $7.0
million.
O
n May 29, 2019, the Company
entered into a Securities Purchase Agreement
(“Purchase Agreement”) with Northern Private Capital
Fund I Limited Partnership (“Northern Capital”)
pursuant to which the Company has issued and sold to Northern
Capital in a registered direct offering (“Offering”) an
aggregate of 4,093,567 shares of the Company’s common stock
at a per share purchase price of $8.55 per share, for aggregate net
proceeds of approximately $34.6 million, after deducting estimated
offering expenses payable by the Company of approximately $400,000.
Concurrently with the Offering and pursuant to the Purchase
Agreement, the Company has issued to Northern Capital options to
purchase up to an additional 4,093,567 shares of the
Company’s common stock at an exercise price of $11.00 per
share, which will vest on December 15, 2019, and are exercisable
for three years following the closing date of the Offering and
which would result in further total net proceeds of approximately
$45 million. The proceeds from the Offering
will be used to
finance the start-up of its joint venture commercial operations,
which is estimated to be between $15,000,000-$20,000,000, as well
as general corporate purposes which includes continued investment
in R&D for further innovation and funding ongoing
operations.
As at
May 31, 2019, we have a long-term debt obligation to a Canadian
bank in connection with the purchase, in Fiscal 2018, of the land
and building where our pilot plant and corporate offices are
located at 480 Fernand-Poitras, Terrebonne, Qu
é
bec, Canada J6Y 1Y4. On January 24,
2018, the Company obtained a CDN$1,400,000 20-year term instalment
loan (the
“
Loan
”
), from a Canadian bank. The Loan
bears interest at the bank
’
s Canadian prime rate plus 1.5%. By
agreement, the Loan is repayable in monthly payments of CDN $5,833
plus interest, until January 2021, at which time it will be subject
be renewal. It includes an option allowing for the prepayment of
the Loan without penalty.
Flow of Funds
Summary of Cash Flows
A
summary of cash flows for the three months ended May 31, 2019 and
2018 was as follows:
|
|
Three Months Ended
May 31,
|
|
|
|
2019
|
2018
|
|
Net cash used in
operating activities
|
$
(2,087,353
)
|
$
(2,171,061
)
|
|
Net cash used in
investing activities
|
(995,356
)
|
(592,316
)
|
|
Net cash (used)
provided by financing activities
|
4,253,727
|
(13,514
)
|
|
Effect of exchange
rate changes on cash
|
(32,796
)
|
(17,807
)
|
|
Net (decrease)
increase in cash
|
$
1,138,222
|
$
(2,794,698
)
|
Net Cash Used in Operating Activities
During
the three months ended May 31, 2019, we used $2.1 million in
operations compared to $2.2 million during the three months ended
May 31, 2018. The Company continued to invest in research and
development on its existing technologies and new technologies,
particularly on the implementation of its GEN II technology as the
Company moves to the next phase of commercialization.
11
Net Cash Used in Investing Activities
During
the three months ended May 31, 2019, the Company made investments
of $0.5 million in property, plant and equipment as compared to
$0.6 million for the three months ended May 31, 2018, primarily in
connection with the upgrade of its GEN II industrial pilot plant.
During the three months ended May 31, 2019, the Company made
investments in intangible assets particularly in its GEN II patent
technology in the United States and around the world.
During
the three months ended May 31, 2019, the Company also made its
initial
contribution of $500,000
to
Indorama Loop Technologies, LLC, the joint venture with
Indorama Ventures Holdings LP, USA.
Net Cash (Used) Provided by Financing Activities
During
the three months ended May 31, 2019, we raised net proceeds of $4.2
million through the sale of common stock.
Off-Balance Sheet Arrangements
As at
May 31, 2019, we did not have any off-balance sheet arrangements as
defined in the rules and regulations of the SEC.
As at
May 31, 2019, we did not have any significant lease obligations to
third parties.
12
I
TEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
We are subject to risks associated with currency fluctuations and
changes in foreign currency exchange rates as well as fluctuations
in the supply and price of raw materials and commodity
prices.
Foreign Currency Exchange Risk
We operate mainly through two entities, Loop Industries, Inc.,
which is a Nevada corporation and has a U.S. dollar functional
currency, and our wholly-owned subsidiary, Loop Canada Inc.
(“Loop Canada”), which is based in Terrebonne,
Québec, Canada and has a Canadian dollar functional currency.
Our reporting currency is the U.S. dollar.
We mainly finance our operations through the sale and issuance of
shares of common stock and debt of Loop Industries, Inc. in U.S.
dollars while our operations are concentrated in our wholly-owned
subsidiary, Loop Canada. Accordingly, we are exposed to foreign
exchange risk as we maintain bank accounts in U.S. dollars and a
significant portion of our operational costs (including payroll,
site costs, costs of locally sourced supplies and income taxes) are
denominated in Canadian dollars.
Significant fluctuations in the U.S. dollar to the Canadian dollar
exchange rates could materially affect our result of operations,
cash position and funding requirements. To the extent that
fluctuations in currency exchange rates cause our results of
operations to differ materially from our expectations or the
expectations of our investors, the trading price of our common
stock could be adversely affected.
From time to time, we may engage in exchange rate hedging
activities in an effort to mitigate the impact of exchange rate
fluctuations. As part of our risk management program, we may enter
into foreign exchange forward contracts to lock in the exchange
rates for future foreign currency transactions, which is intended
to reduce the variability of our operating costs and future cash
flows denominated in currencies that differs from our functional
currencies. We do not enter into these contracts for trading
purposes or speculation, and our management believes all such
contracts are entered into as hedges of underlying transactions.
Nonetheless, these instruments involve costs and have risks of
their own in the form of transaction costs, credit requirements and
counterparty risk. If our hedging program is not successful, or if
we change our hedging activities in the future, we may experience
significant unexpected expenses from fluctuations in exchange
rates. Any hedging technique we implement may fail to be effective.
If our hedging activities are not effective, changes in currency
exchange rates may have a more significant impact on the trading
price of our common stock.
Commodity Price Risk
The plastics manufacturing industry is extremely price competitive
because of the commodity like nature of PET resin and its
correlation to the price of crude oil. The demand for recycled PET
has fluctuated with the price of crude oil. If crude oil prices
decline, the cost to manufacture recycled PET may become
comparatively higher than the cost to manufacture virgin PET. Our
ability to penetrate the market will depend in part on the cost of
manufacturing virgin PET and if we do not successfully distinguish
our product from those of virgin PET manufacturers, our entry into
the market and our ability to secure customer contracts can be
adversely affected.
Raw Material Price Risk
We purchase raw materials and packaging supplies from several
sources. While all such materials are available from independent
suppliers, raw materials are subject to fluctuations in price and
availability attributable to a number of factors, including general
economic conditions, commodity price fluctuations, the demand by
other industries for the same raw materials and the availability of
complementary and substitute materials.
The profitability of
our business also depends on the availability and proximity of
these raw materials to our factories. The choice of raw materials
to be used at our facility is determined primarily by the price and
availability, the yield loss of lower quality raw materials, and
the capabilities of the producer’s production facility.
Additionally, the high cost of transportation could favor suppliers
located in close proximity to our factories. If the quality of
these raw materials is lower, the quality of our product may
suffer.
Economic and financial factors
could impact our suppliers, thereby causing supply shortages.
Increases in raw material costs could have a material adverse
effect on our business, financial condition or results of
operations. Our hedging procedures may be insufficient and our
results could be materially impacted if costs of materials
increase.
13
I
TEM 4. CONTROLS AND
PROCEDURES
Management’s Evaluation of our Disclosure Controls and
Procedures
A.
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures are designed to provide reasonable
assurance that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of
1934, is recorded, processed, summarized and reported, within the
time periods specified in the U.S. Securities and Exchange
Commission’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by us
in our reports that we file or submit under the Securities Exchange
Act of 1934 is accumulated and communicated to our management,
including our principal executive and principal financial officers,
or persons performing similar functions, as appropriate, to allow
timely decisions regarding required disclosure.
As of the end of the period covered by this Quarterly Report, the
Company carried out an evaluation, under the supervision and with
the participation of the Company’s management, including the
Company’s Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the
Company’s “disclosure controls and procedures”
(as defined in Rule 13a-15(e) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)), pursuant to
Rule 13a-15(b) of the Exchange Act. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that
the Company’s disclosure controls and procedures were
effective as of May 31, 2019.
B.
Changes
in Internal Control over Financial Reporting
There
were no other changes in our internal control over financial
reporting during the quarter ended May 31, 2019 that materially
affected, or were reasonably likely to materially affect, our
internal control over financial reporting.
14
P
ART II. OTHER INFORMATION
I
TEM 1. LEGAL
PROCEEDINGS
On January 27, 2017, two individuals (“Plaintiffs”),
filed a claim against us in the Los Angeles Superior Court
(“Court”), seeking damages for breach of implied
covenant of good faith and fair dealing, breach of contract, and
promissory fraud, asserting entitlement to shares of our common
stock. On February 25, 2019, we and the Plaintiffs entered into a
settlement agreement and release (“Settlement
Agreement”), which sets forth the parties’ agreement in
principle for settlement. Through the Settlement Agreement, we,
Plaintiffs and certain other parties to the Settlement Agreement
agreed to mutual releases of any and all claims.
Pursuant to the terms of the Settlement Agreement, without agreeing
that any of the Plaintiffs’ claims have merit, we agreed to
issue to the Plaintiffs 150,000 shares of our common stock
(“Plaintiff Common Shares”) and 500,000 warrants
exercisable for shares of our common stock (“Plaintiff
Warrants”). The Plaintiff Common Shares will be restricted
upon issuance, but within 180 days following the date of the
Settlement Agreement, we have agreed to file and use its reasonable
best efforts to have declared effective a registration statement to
register the Plaintiff Common Shares and the shares of the
Company’s common stock underlying the Plaintiff Warrants. We
also agreed to maintain such registration statement for 2 years
from the date of effectiveness unless the Plaintiffs sell or
otherwise transfer the shares covered by such registration
statement prior to the two-year anniversary. 300,000 of the
Plaintiff Warrants are exercisable for shares of our common stock
at an exercise price of $12.00 per share for a period of 24 months
following the date of the Settlement Agreement. The remaining
200,000 Plaintiff Warrants are exercisable for shares of our common
stock at an exercise price of $11.00 per share for a period of 24
months, but in the event the Company’s 5-day average trading
price during any period in the first 18 months following the date
of the Settlement Agreement is above $11 per share, then the
exercise term of such warrants shall automatically be reduced to 18
months instead of 24 months. With respect to the Plaintiff Common
Shares, 85,000 common shares were actually issued on March 8, 2019
and 65,000 common shares were actually issued on March 11,
2019.
From
time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. Except
as noted above, we are not presently a party to any legal
proceedings, government actions, administrative actions,
investigations or claims that are pending against us or involve us
that, in the opinion of our management, could reasonably be
expected to have a material adverse effect on our business,
financial condition or operating results. However, litigation is
subject to inherent uncertainties, and an adverse result in these
or other matters may arise from time to time that may harm our
business.
It is
possible that we may expend financial and managerial resources in
the defense of our intellectual property rights in the future if we
believe that our rights have been violated. It is also possible
that we may expend financial and managerial resources to defend
against claims that our products and services infringe upon the
intellectual property rights of third parties.
I
TEM 1A. RISK FACTORS
We are
subject to various risks and uncertainties in the course of our
business. Risk factors relating to us are set forth under
“Risk Factors” in our Annual Report on Form 10-K, filed
on May 3, 2019. No material changes to such risk factors have
occurred during the three months ended May 31, 2019.
15
I
TEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS
On
March 8, 2019 and March 11, 2019, the Company issued 150,000 shares
of its common stock in settlement of a legal matter.
On
April 9, 2019, the Company converted Convertible notes with a face
value of $2,650,000 plus accrued interest of $80,241 at a
conversion price of $8.55, into 319, 326 common
shares.
I
TEM 3. DEFAULTS UPON SENIOR
SECURITIES
None.
I
TEM 4.
MINE SAFETY DISCLOSURES
Not
applicable.
I
TEM 5. OTHER
INFORMATION
None.
16
I
TEM 6. EXHIBITS
The
following Exhibits, as required by Item 601 of Regulation SK, are
attached or incorporated by reference, as stated
below.
Exhibit Index
|
|
|
Incorporated by Reference
|
|
||
|
Number
|
Description
|
Form
|
File No.
|
Filing Date
|
Exhibit No.
|
|
Form
of Amendment No. 1 to the January 15, 2019 Note Purchase Agreement,
dated April 4, 2019.
|
8-K
|
001-38301
|
10-Apr-19
|
4.1
|
|
|
Form
of Amendment to 2019 Warrant, dated April 4, 2019.
|
8-K
|
001-38301
|
10-Apr-19
|
4.2
|
|
|
Form
of Amendment and Conversion Agreement, dated April 5,
2019.
|
8-K
|
001-38301
|
10-Apr-19
|
4.3
|
|
|
Form
of Amendment to November 2018 Warrant, dated April 8,
2019.
|
8-K
|
001-38301
|
10-Apr-19
|
4.4
|
|
|
24.1
|
Power
of Attorney (contained on signature page to the previously filed
Annual Report on Form 10-K)
|
10-K
|
000-54768
|
08-May-19
|
24.1
|
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
Filed herewith
|
|
|
|
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
Filed herewith
|
|
|
|
|
Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
Furnished herewith
|
|
|
|
|
Certification
of Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
Furnished herewith
|
|
|
|
|
101.INS
|
XBRL
Instance Document
|
|
Filed herewith
|
|
|
|
101.SCH
|
XBRL
Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
101.CAL
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
101.DEF
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
101.LAB
|
XBRL
Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
101.PRE
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
|
|
17
S
IGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons
on behalf of the registrant in the capacities and on the dates
indicated.
|
Date:
July 8, 2019
|
By:
|
/s/ Daniel Solomita
|
|
|
|
Name:
|
Daniel
Solomita
|
|
|
|
Title:
|
President
and Chief Executive Officer, and Director (Principal Executive
Officer)
|
|
|
|
|
|
|
|
Date:
July 8, 2019
|
By:
|
/s/ Nelson Gentiletti
|
|
|
|
Name:
|
Nelson
Gentiletti
|
|
|
|
Title:
|
Chief
Financial Officer and Treasurer (Principal Accounting Officer and
Principal Financial Officer)
|
|
|
|
|
|
|
18
TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits