UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
Quarterly Period Ended:
Commission
File No.
(Exact Name of Small Business Issuer as specified in its charter)
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification Number) |
(Address of Principal Executive Offices, Including Zip Code)
Registrant’s
Telephone Number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
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 year that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding
12 months (or such shorter year that the registrant was required to submit and post such files.
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | 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 year 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 ☐
As of August 19, 2022, shares of Common Stock were outstanding.
WORKSPORT LTD.
TABLE OF CONTENTS
| 2 |
Worksport Ltd.
Condensed Consolidated Balance Sheets
June 30, 2022 (Unaudited) | December 31, 2021 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted Cash | ||||||||
| Accounts receivable net | ||||||||
| Other receivable | ||||||||
| Inventory (note 3) | ||||||||
| Prepaid expenses and deposits (note 4) | ||||||||
| Total Current Assets | ||||||||
| Investment (note 12) | ||||||||
| Property and Equipment, net | ||||||||
| Right-of-use asset, net (note 13) | ||||||||
| Intangible Assets, net | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Payroll taxes payable | ||||||||
| Related party loan (note 8) | ||||||||
| Promissory notes payable (note 5) | ||||||||
| Loan payable (note 14) | ||||||||
| Current lease liability (note 13) | ||||||||
| Total Current Liabilities | ||||||||
| Loan payable (note 14) | ||||||||
| Long Term – Lease Liability (note 13) | ||||||||
| Total Liabilities | ||||||||
| Shareholders’ Equity (Deficit) | ||||||||
| Series A & B Preferred Stock, $ par value, shares authorized, Series A and Series B issued and outstanding, respectively (note 7) | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding, respectively (note 7) | ||||||||
| Additional paid-in capital | ||||||||
| Share subscriptions receivable | ( | ) | ( | ) | ||||
| Share subscriptions payable | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Cumulative translation adjustment | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity (Deficit) | ||||||||
| Total Liabilities and Shareholders’ Equity (Deficit) | $ | $ | ||||||
The accompanying notes form an integral part of these condensed consolidated financial statements.
| 3 |
Worksport Ltd.
Condensed Consolidated Statements of Operations and Comprehensive Loss
For the Three and Six Months Ended June 30, 2022 and 2021
(Unaudited)
| Three Months ended June 30 | Six Months ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||
| Cost of Goods Sold | ||||||||||||||||
| Gross Profit (Loss) | ( | ) | ||||||||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Professional fees (note 20) | ||||||||||||||||
| (Gain) loss on foreign exchange | ( | ) | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain (loss) on settlement of debt | ( | ) | ||||||||||||||
| Rental income (note 19) | ||||||||||||||||
| Interest income | ||||||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per Share (basic and diluted) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Number of Shares (basic and diluted) | ||||||||||||||||
The accompanying notes form an integral part of these condensed consolidated financial statements
| 4 |
Worksport Ltd.
Consolidated Statements of Shareholders’ Deficit
For the Three Months Ended June 30, 2022 and 2021
(Unaudited)
Preferred Stock |
Common Stock |
Additional Paid-in |
Share Subscriptions |
Share Subscription |
Accumulated |
Cumulative Translation | Total
Shareholders’ Equity | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Receivable | Payable | Deficit | Adjustment | (Deficit) | |||||||||||||||||||||||||||||||
| Balance at April 1, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Conversion of preferred stock to common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Consulting Service for share subscriptions | - | - | ||||||||||||||||||||||||||||||||||||||
| Issuance for services and subscriptions payable | ||||||||||||||||||||||||||||||||||||||||
| Share issuance cost | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Issuance of shares from private placement | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Warrant exercise (note 17) | ||||||||||||||||||||||||||||||||||||||||
| Loan repayment (note 14) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Balance at April 1, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Issuance for services and subscriptions payable | ||||||||||||||||||||||||||||||||||||||||
| Warrant exercise (note 17) | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
The accompanying notes form an integral part of these condensed consolidated financial statements
| 5 |
Worksport Ltd.
Condensed Consolidated Statements of Shareholders’ Deficit
For the Six Months Ended June 30, 2022 and 2021
(Unaudited)
Preferred Stock |
Common Stock |
Additional Paid-in |
Share Subscriptions |
Share Subscription |
Accumulated |
Cumulative Translation | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Receivable | Payable | Deficit | Adjustment | (Deficit) | |||||||||||||||||||||||||||||||
| Balance at January 1, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Conversion of preferred stock to common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Consulting Service for share subscriptions | - | - | ||||||||||||||||||||||||||||||||||||||
| Issuance for services and subscriptions payable | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Issuance of shares from Reg-A | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Share issuance cost | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Issuance of shares from private placement | ||||||||||||||||||||||||||||||||||||||||
| Warrants issuance for services | - | - | ||||||||||||||||||||||||||||||||||||||
| Conversion of convertible promissory note to shares (note 6) | ||||||||||||||||||||||||||||||||||||||||
| Cashless warrant exercise (note 17) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Warrant exercise (note 17) | ||||||||||||||||||||||||||||||||||||||||
| Loan repayment (note 14) | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Balance at January 1, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Issuance for services and subscriptions payable | ||||||||||||||||||||||||||||||||||||||||
| Warrant exercise (note 17) | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| 6 |
Worksport Ltd.
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2022 and 2021
(Unaudited)
| 2022 | 2021 | |||||||
| Operating Activities | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash from operating activities: | ||||||||
| Shares, options and warrants issued for services (note 20) | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right-of-use asset | ||||||||
| Interest on lease liability | ||||||||
| Repayment of lease liability | ( | ) | ( | ) | ||||
| Accrued interest | ||||||||
| Amortization on OID interest | ||||||||
| Gain/(loss) on settlement of debt | ( | ) | ||||||
| ( | ) | ( | ) | |||||
| Changes in operating assets and liabilities (note 9) | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Loan receivable | ( | ) | ||||||
| Purchase of intangible assets | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing Activities | ||||||||
| Proceeds from issuance of common shares, net of issuance cost | ||||||||
| Proceeds from warrant exercise | ||||||||
| Shareholder Assumption of Debt | ( | ) | ||||||
| Loan payable | ||||||||
| Repayments on loan payable | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Change in cash | ( | ) | ||||||
| Cash and cash equivalents - beginning of year | ||||||||
| Cash, cash equivalents and restricted cash end of year | $ | $ | ||||||
| Supplemental Disclosure of non-cash investing and financing Activities | ||||||||
| Shares issued for purchase of software | $ | $ | ||||||
| Right-of-use asset | $ | $ | ||||||
| Lease liability | $ | ( | ) | $ | ( | ) | ||
| Shares issued to service providers | $ | $ | ||||||
| Cashless warrant exercise | $ | $ | ||||||
| Shares issued for share subscriptions payable | $ | $ | ||||||
| Conversion of convertible promissory note to common stock | $ | $ | ||||||
| Conversion of preferred stock to common stock | $ | $ | ||||||
| Reverse stock split | $ | $ | ||||||
The accompanying notes form an integral part of these condensed consolidated financial statements.
| 7 |
Worksport Ltd.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation and Business Condition
a) Interim Financial Information
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the six month period ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 31, 2022.
On
May 21, 2021, the Board of Directors authorized the submission of a Certificate of Change/Amendment to the Nevada Secretary of State
in which the Company sought to affect a reverse split of its common stock at the rate of 1 for 20 for the purpose of increasing the per
share price for the Company’s stock in an effort to meet the minimum listing requirements of the NADAQ. The Certificate of Change
was submitted to the Nevada Secretary of State on May 21, 2021 and the FINRA corporate action was announced on August 3, 2021. FINRA
declared
Terravis Energy Inc. was incorporated in the State of Colorado on May 5, 2021. On August 20, 2021, the Company was issued common shares at par value of $ per share for a controlling interest in Terravis Energy Inc. During the six months ended June 30, 2022, the Company was issued an additional common shares of Terravis Energy Inc. at par value of $0.0001 per share. During the same period, Terravis Energy Inc. issued preferred shares at $ per share to Worksport’s Chief Executive Officer.
During the six months ended June 30, 2022, Worksport New York Operations Corporation and Worksport USA Operations Corporation were incorporated in the state of New York and Colorado, respectively. During the period, the Company was issued common shares at par value of $ of Worksport USA Operations Corporation. On April 1, 2022, the Company was issued common shares of Worksport New York Operations Corporation.
b) Functional and Reporting Currency
These condensed consolidated financial statements are presented in United States dollars (USD or US$). The functional currency of the Company and its subsidiaries are United States dollar. For purposes of preparing these consolidated financial statements, transactions denominated in Canadian dollars (CAD or C$) were converted to United States dollars at the spot rate. Transaction gains and losses resulting from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized as incurred in the accompanying consolidated statement of operations and comprehensive loss.
c) Use of Estimates
The preparation of condensed unaudited financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
| 8 |
Worksport Ltd.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation and Business Condition (continued)
d) Business condition
The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.
As
of June 30, 2022, the Company had working capital of $
Based
on the Company’s future operating plans, existing cash of $
2. Significant Accounting Policies
The accounting polices used in the preparation of these condensed consolidated interim financial statements are consistent with those of the Company’s audited financial statements for the year ended December 31, 2021.
3. Inventory
Inventory consists of the following at June 30, 2022 and December 31, 2021:
| June 30, 2022 | December 31, 2021 | |||||||
| Finished goods | $ | $ | ||||||
| Promotional items | ||||||||
| Raw materials | ||||||||
| $ | $ | |||||||
4. Prepaid expenses and deposits
As of June 30, 2022 and December 31, 2021 prepaid expenses and deposits consists of the following:
| June 30, 2022 | December 31, 2021 | |||||||
| Consulting, services and advertising | $ | $ | ||||||
| Insurance | ||||||||
| Deposit | ||||||||
| $ | $ | |||||||
As
of June 30, 2022 prepaid expense and deposit consists of $
5. Promissory Notes
The following tables shows the balance of the notes payable as of June 30, 2022 and December 31, 2021:
| Balance as of December 31, 2020 | $ | |||
| Repayment | ( | ) | ||
| Balance as of June 30, 2022 and December 31, 2021 | $ |
| 9 |
Worksport Ltd.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
5. Promissory Notes (continued)
During
the year ended December 31, 2016, the Company issued a secured promissory note in the principal amount of $
During
the year ended December 31, 2016, the Company issued secured promissory notes in the aggregate principal amount of $
During
the years ended December 31, 2017, the Company issued secured promissory notes in the aggregate principal amount of $
During
the years ended December 31, 2017, the Company issued secured promissory notes in the aggregate principal amount of $
The amounts repayable under promissory notes and secured promissory notes at June 30, 2022 and December 31, 2021 are as follows:
| June 30, 2022 | December 31, 2021 | |||||||
| Balance owing | $ | $ | ||||||
| Less amounts due within one year | ( | ) | ( | ) | ||||
| Long-term portion | $ | $ | ||||||
| 10 |
Worksport Ltd.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
6. Convertible Promissory Notes
On
February 25, 2020, the Company entered into an agreement with Leonite Capital LLC, a Delaware limited liability company (“Leonite”),
pursuant to which the Company issued to Leonite a secured convertible promissory note in the aggregate principal amount of $
The
note carries an original issue discount of $
7. Shareholders’ Equity (Deficit)
During six months ended June 30, 2022, the following transactions occurred:
During
the six months ended June 30, 2022, the Company issued common shares to a consultant for services received valued at $
During
the six months ended June 30, 2022, the Company recognized share subscriptions payable and consulting expense of $
During
the six months ended June 30, 2022, the Company recognized consulting expense of $
Refer to note 17 and 18 for additional shareholders’ equity (deficit).
During six months ended June 30, 2021, the following transactions occurred:
During
the six months ended June 30, 2021, the Company issued a total of common shares ( pre-stock split)
in connection with a Regulation A offering. Of the shares issued, common shares ( pre-stock split) valued
at $ were from share subscription payable and common shares ( pre-stock split) were cancelled and
refunded valued at $
During
the same period, warrants ( pre-stock split) issued in the Regulation A offering were exercised for
| 11 |
Worksport Ltd.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
7. Shareholders’ Equity (Deficit) (continued)
During
the six months ended June 30, 2021, the Company raised $
During
the six months ended June 30, 2021, the Company entered into consulting agreements with third party consultants for ( pre-stock
split) shares of common stock valued at $
During
the six months ended June 30, 2021, the Company issued ( pre-stock split) common shares valued at $ for
consulting services, $ were issued from share subscriptions payable. During the same period, the Company issued ( pre-stock
split) common shares valued at $
During
the six months ended June 30, 2021, the Company entered into a loan settlement agreement with a noteholder to issue ( pre-stock
split) common shares at $ ($ pre-stock split) per share for all outstanding loan principal and interest valued
at $
During
the six months ended June 30, 2021, the Company entered into a promissory notes payable settlement agreement with a note holder to issue
( pre-stock split) common shares valued at $ ($ pre-stock split) per share for a total value of
$
During
the six months ended June 30, 2021, the Company entered into a settlement agreement with the convertible promissory note holder to
settle all outstanding principal and accrued interest. The Company issued ( pre-stock
split) common shares at $ ($ pre-stock
split) per share valued at $
During the six months ended June 30, 2021, the Company issued ( pre-stock split) common shares to Steven Rossi, the Company’s Chief Executive Officer and Chairman of the Board, in connection with his employment agreement in consideration for Mr. Rossi agreeing to amend the Series A Certificate of Designation to eliminate the Series A Preferred Stock conversion rights and returning shares of Series A Preferred Stock to the Company.
Refer
to note 17 for additional shareholders’ equity (deficit) for consulting expense of $
During
the year ended December 31, 2021, the Company completed a share consolidation of the Company’s issued and outstanding common shares
based on twenty (20) pre-consolidation shares to one (1) post-consolidation share. As a result of the share consolidation, an anti-dilution
clause was triggered resulting in the Company issuing common shares valued at $
As
of June 30, 2022, the Company was authorized to issue shares of its common stock with a par value of $. All shares
were ranked equally with regard to the Company’s residual assets. During 2022 and 2021, the Company was authorized to issue
shares of its Series A and Series B Preferred Stock with a par value of $.
| 12 |
Worksport Ltd.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
8. Related Party Transactions
During
the six months ended June 30, 2022, the Company recorded salaries expense of $
During
the six months ended June 30, 2021, the Company paid a director of the Company $
During
the six months ended June 30, 2021, the Company paid $
Refer to note 18 for additional related party transactions.
9. Changes in Cash Flows from Operating Assets and Liabilities
The changes to the Company’s operating assets and liabilities for the six months ended June 30, 2022 and 2021 are as follows:
| 2022 | 2021 | |||||||
| Decrease (increase) in accounts receivable | $ | ( | ) | $ | ||||
| Decrease (increase) in other receivable | ( | ) | ||||||
| Decrease (increase) in inventory | ( | ) | ( | ) | ||||
| Decrease (increase) in prepaid expenses and deposits | ( | ) | ( | ) | ||||
| Increase (decrease) in lease liability | ( | ) | ||||||
| Increase (decrease) in taxes payable | ( | ) | ||||||
| Increase (decrease) in accounts payable and accrued liabilities | ( | ) | ||||||
| $ | ( | ) | $ | ( | ) | |||
10. Commitments and contingencies
During the year ended December 31, 2021, the Company entered into an agreement with a third-party advisor to reserve for sale and issuance common shares for consulting services at $ per share.
11. Reverse Stock Split
On
May 21, 2021, the Board of Directors authorized the submission of a Certificate of Change/Amendment to the Nevada Secretary of State
to effect a reverse split of its common stock at
12. Investment
During
the year ended December 31, 2019, the Company entered into an agreement to purchase shares for $
| 13 |
Worksport Ltd.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
13. Lease Liabilities
During
the six months ended June 30, 2022, the Company entered into a lease agreement for warehouse space to commence on June 1, 2022
and ending on
During
the year ended December 31, 2021, the Company entered into a lease agreement for warehouse space to commence on June 1, 2021 and
end on
The
Company has accounted for its leases upon adoption of ASC 842 whereby it recognizes a lease liability and a right-of-use asset at the
date of initial application, beginning January 1, 2019. The lease liability is measured at the present value of the remaining lease payments,
discounted using the Company’s incremental borrowing rate of
The Company’s right-of-use asset for the six months ended June 30, 2022 and the year ended December 31, 2021 as follows:
| June 30, 2022 | December 31, 2021 | |||||||
| Right-of-use asset | $ | $ | ||||||
| Current lease liability | $ | $ | ||||||
| Long-term lease liability | $ | $ | ||||||
The components of lease expense are as follows:
| June 30, 2022 | June 30, 2021 | |||||||
| Amortization of right-of-use | $ | $ | ||||||
| Interest on lease liability | $ | $ | ||||||
| Total lease cost | $ | $ | ||||||
Maturities of lease liability are as follows:
Future minimum lease payments as of June 30, 2022,
| 2022 | ||||
| 2023 | ||||
| 2024 | ||||
| 2025 and after | ||||
| Total future minimum lease payments | ||||
| Less: amount representing interest | ( | ) | ||
| Present value of future payments | ||||
| Current portion | ||||
| Long term portion | $ |
| 14 |
Worksport Ltd.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
14. Loan payable
| a) | During
the year ended December 31, 2020, the Company received loans of $, $ and $
from an unrelated third party with an interest rate of % per annum with a During the six months ended June
30, 2021, the Company agreed to repay the outstanding principal and interest through the
issuance of common shares at $ per share. As of June 30, 2021, the Company
accrued interest of $ | |
| b) | During
the year ended December 31, 2020, the Company received $ | |
| c) | During
the six months ended June 30, 2022, the Company entered into a loan agreement with a third party for the purchase of property
located in West Seneca, New York. The Company received $ |
15. Government Assistance
The
Government of Canada is currently providing funding through the Canada Emergency Wage Subsidy (“CEWS”) and Canada Emergency
Rent Subsidy (“CERS”) programs in order to provide financial relief to Canadian businesses affected by COVID-19. The CEWS
program provides a reimbursement of salaries for eligible employers based on a decrease in revenues. The CERS program provides a reimbursement
of rent expenses paid by eligible parties based on a decrease in revenues. During the six months ended June 30, 2022, the Company recognized
CEWS of $
For the three and six months ended June 30, 2022, loss per share is $() and $() (basic and diluted) compared to the three and six months ended June 30, 2021 loss per share of $() and $() (basic and diluted). These losses per share are calculated using the weighted average number of shares of and (basic and diluted) for the three and six months ended June 30, 2022 and of and (basic and diluted) for the three and six months ended June 30, 2021.
There
are shares authorized, and shares issued and outstanding, as of June 30, 2022 and 2021 respectively.
As of June 30, 2022, the Company has shares to be issued. The computation of loss per share is based on the weighted average
number of shares outstanding during the period in accordance with ASC Topic No. 260, “Earnings Per Share.” Shares underlying
the Company’s outstanding warrants and convertible promissory notes were excluded due to the anti-dilutive effect they would have
on the computation. As of June 30, 2022 the Company has warrants convertible to
| 15 |
Worksport Ltd.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
17. Warrants
During
the six months ended June 30, 2022, an aggregate of
During
the year ended December 31, 2021, the Company issued and
During
the year ended December 31, 2021, the Company and warrant holder reached an agreement to amend a previous warrant agreement. The Company
will issue an additional
During
the year ended December 31, 2021, the Company issued representative warrants to the Company’s underwriters. The representative
warrants are not exercisable until January 30, 2022. The representative warrants are exercisable for common shares at $ per
share until August 3, 2024. As of June 30, 2022, the Company recognized a value of $
During the year ended December 31, 2021, an aggregate of warrants expired.
As of June 30, 2022, the Company has the following warrants outstanding:
| Exercise price | Number outstanding | Remaining Contractual Life (Years) | Expiry date | |||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| June 30, 2022 | December 31, 2021 | |||||||||||||||
| Number of warrants | Weighted average price | Number of warrants | Weighted average price | |||||||||||||
| Balance, beginning of year | $ | $ | ||||||||||||||
| Issuance | $ | $ | ||||||||||||||
| Expired | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| Exercise | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| Balance, end of period | $ | $ | ||||||||||||||
| 16 |
Worksport Ltd.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Under the Company’s 2015 Equity Incentive Plan,
All equity-settled share-based payments are ultimately recognized as an expense in the statement of operations and comprehensive loss with a corresponding credit to “Additional Paid in Capital.” If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods if share options ultimately exercised are different to that estimated on vesting.
On December 29, 2021, the Company granted and performance stock units (“PSU”) to the Company’s Chief Executive Officer and a director, respectively. The fair value of the PSU was estimated to be $. As of June 30, 2022, no PSUs have been vested and the Company recognized $ (2021 - $) in consulting expense.
On
August 6, 2021, the Company granted options to directors, advisors and officers with an exercise price of $ and an expiry
date of . The Company recognized $
On
July 23, 2021, the Company granted options to a director with an exercise price of $ and an expiry date of .
The Company
recognized $
On
September 1, 2021, the Company granted options to a consultant with an exercise price of $ and an expiry date of . vested on March 1, 2022, shall vest
on September 1, 2022, shall vest on March 1, 2023, and shall vest on September 1, 2023. The fair value of the options
on the grant date was estimated to be $. The Company recognized $
On
October 7 and November 2, 2021, the Company granted and options respectively, to advisors with an exercise price of $
and $. The options will expire on and respectively. The stock options vested on January 1, 2022.
The fair value of the options on grant date was estimated to be $. The Company recognized $
On
December 29, 2021, the Company granted an aggregate of options to members of the board with an exercise price of $. The options
will expire on . shall vest on December
29, 2022, shall vest on December 29, 2023, and shall vest on December 29, 2024. The fair value of the options on grant
date was estimated to be $. The Company recognized $
| 17 |
Worksport Ltd.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
18. Stock Options (continued)
During
the six months ended June 30, 2022, the Company granted and options to advisors with an exercise price of $ and $
respectively. The options will expire on and . The options vested immediately upon issuance. The fair value
of the options on the grant date was estimated to be $ and $. The Company recognized $
During the six months ended June 30, 2022, Terravis Energy Inc., a subsidiary of the Company, granted an aggregate of to its officers and directors. The stock options have an exercise price of $and will expire on . The options vested immediately upon issuance. The fair value of the options on grant date was estimated to be immaterial.
As of June 30, 2022, the Company has the following options outstanding:
| June 30, 2022 | December 31, 2021 | |||||||||||||||
| Number of stock options | Weighted average price | Number of stock options | Weighted average price | |||||||||||||
| Balance, beginning of year | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Balance, end of period | $ | $ | ||||||||||||||
Range of Exercise prices |
Outstanding | Weighted average life (years) |
Weighted average exercise price |
Exercisable on June 30, 2022 |
||||||||||||||||
| Stock options | $ | - | $ | |||||||||||||||||
| June 30, 2022 | ||||||||
| Number of stock options | Weighted average price | |||||||
| Balance, beginning of year | $ | |||||||
| Granted | $ | |||||||
| Balance, end of period | $ | |||||||
| Range of Exercise prices | Outstanding | Weighted average life (years) | Weighted average exercise price | Exercisable on June 30, 2022 | ||||||||||||||||
| Stock options | $ | $ | ||||||||||||||||||
19. Rental Income
During
the six months ended June 30, 2022, the Company entered into a sublease agreement for its warehouse in Mississauga, Ontario, Canada.
The sublease commenced on June 15, 2022 and end on
During
the six months ended June 30, 2022 the Company entered into a lease agreement in relation to its West Seneca property. The Company entered
into a lease agreement with a third-party from June 1 to
During
the six months ended June 30, 2022 the Company recognized rental income of $
| 18 |
Worksport Ltd.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| June 30, 2022 | June 30, 2021 | |||||||
| Restricted stock units | $ | $ | ||||||
| Share issuance | ||||||||
| Performance stock units | ||||||||
| Warrants | ||||||||
| Stock options | ||||||||
| $ | $ | |||||||
| Share base compensation expensed from prepaid | ||||||||
| $ | $ | |||||||
21. COVID-19
The outbreak of the coronavirus, specifically identified as “COVID-19,” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak are unknown at this time, as is the efficacy of the government and central bank interventions.
Additionally, while the potential economic impact and duration of such impact brought by the COVID-19 pandemic are difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing or the global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which the Company relies. The management and board of the Company are constantly monitoring this situation to minimize potential losses.
22. Subsequent Events
None.
| 19 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This section and other parts of this Quarterly Report on Form 10-Q (“Form 10-Q”) contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and actual results may differ significantly from the results discussed in the forward-looking statements. All forward-looking statements in this Form 10-Q are made based on current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, various factors, uncertainties, and risks should be specifically considered that could affect future results or operations. These factors, uncertainties and risks may cause actual results to differ materially from any forward-looking statement set forth in this Form 10-Q. These risks and uncertainties described and other information contained in the reports filed with or furnished to the SEC should be carefully considered before making any investment decision with respect to the Company’s securities. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
Unless otherwise stated, all information presented herein is based on the Company’s fiscal calendar, and references to particular years, quarters, months or periods refer to the Company’s fiscal years ended in March and the associated quarters, months and periods of those fiscal years. Each of the terms the “Company” and “Worksport” as used herein refers collectively to Worksport Ltd. and its wholly owned subsidiaries, unless otherwise stated.
The following discussion should be read in conjunction with the 2021 Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and the condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Form 10-Q.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2022 compared to the Three Months Ended June 30, 2021
Revenue
For the three months ended June 30, 2022, revenue generated from sales was $11,305, compared to $186,239 for the three months ended June 30, 2021. Total revenues decreased by approximately 94% compared to the same period in the prior year.
Revenue decreased for the three months ended June 30, 2022, compared to the same period the prior year due to the Company’s focus on building up its inventory in anticipation of launching its e-commerce platform, research and development, and repositioning for domestic manufacturing. The Company is anticipating the launch of its e-commerce platform in late 2022, and is beginning to focus on increasing sales.
For the three months ended June 30, 2022, total revenue generated in the United States decreased by 96%, from $142,526 in the prior period to $5,450. Similar to the above, the decrease in revenue was a result of the Company shifting its focus to inventory buildup in anticipation of launching its e-commerce platform.
| 20 |
Cost of Sales
For the three months ended June 30, 2022, cost of sales decreased by 94% from $137,333 in the prior period to $7,987. Cost of sales, as a percentage of sales, was approximately 71% for the three months ended June 30, 2022, compared to 74% for the same period in 2021. The decrease in cost of sales as a percentage of sales was primarily due to increased efficiency associated with manufacturing and acquiring inventory, driven by lower ocean freight costs, for the three months ended June 30, 2022, compared to the same prior period.
Gross Margin
Gross margin percentage for the three months ended June 30, 2022 was 29%, compared to 26% for the same period in 2021. The increase in gross margin reflects the Company’s efforts to control the cost of manufacturing and acquiring inventory.
Operating Expenses
Operating expenses increased for the three months ended June 30, 2022, by $2,460,047 from $851,462 in the prior period to $3,311,509.
| ● | General and administrative expense increased by $578,893 from $272,022 in the prior period to $850,915. The increased expenses are related to research and development and salaries as the Company seeks to expand its operations and further develop its products. | |
| ● | Sales and marketing expenses increased by $481,211 from $165,156 in the prior period to $646,367. The increase in sales and marketing is a result of the Company’s marketing campaign to create brand and product awareness. | |
| ● | Professional fees which include accounting, legal and consulting fees, increased from $410,485 for the three months ended June 30, 2021 to $1,813,875 for the three months ended June 30, 2022. The increase was due to the engagement of various third-party consultants to expand the Company’s business operations. | |
| ● | The Company realized a loss on foreign exchange of $352 during the three months ended June 30, 2022, an increase of $3,447 compared to a loss of $3,799 during the prior period. |
Other Income and Expenses
Other income and expenses for the three months ended June 30, 2022, was a loss of $64,128 compared to a loss of $9,103 for the prior period, an increase of $55,025. The change can be attributed to the Company’s higher interest expense partially offset by rental and interest income.
Net Loss
Net loss for the three months ended June 30, 2022, was $3,372,319 compared to $811,659 for the three months ended June 30, 2021, a change of $2,560,660 or 315%. The increase in the net loss can be attributed to the increase in various operating expenses as the Company focuses on expanding its operations, research and development, manufacturing and supply chain.
Six Months Ended June 30, 2022, compared to Six Months Ended June 30, 2021
Revenue
For the six months ended June 30, 2022, revenue generated from sales was $59,089, compared to $193,889 for the six months ended June 30, 2021. Total revenues decreased by approximately 70% compared to the same period in the prior year.
Revenue decreased for the six months ended June 30, 2022, compared to the same period the prior year due to the Company’s
focus on building up its inventory in anticipation of launching its e-commerce platform, research and development, and repositioning for domestic manufacturing. The Company is anticipating the launch of its e-commerce platform in late 2022 and is beginning to focus on increasing sales.
For the six months ended June 30, 2022, total revenue generated in the United States decreased by 65% from $150,811 in the prior period to $53,287. Similar to the above, the decrease in revenue was a result of the Company shifting its focus to inventory buildup in anticipation of launching its e-commerce platform.
| 21 |
Cost of Sales
For the six months ended June 30, 2022, cost of sales decreased by 77% from $197,554 in the prior period to $45,964. Cost of sales, as a percentage of sales, was approximately 78% for the six months ended June 30, 2022, compared to 102% for the same period in 2021, respectively. The decrease in the cost of sales as a percentage of sales was primarily due to increased efficiency associated with acquiring and manufacturing inventory for the six months ended June 30, 2022, compared to the same prior period.
Gross Margin
Gross margin percentage for the six months ended June 30, 2022, was 22% compared to a negative 2% for the same period in 2021. The increase in gross margin reflects the Company’s efforts to control the cost of manufacturing and acquiring inventory.
Operating Expenses
Operating expenses increased for the six months ended June 30, 2022, by $4,318,379 from $1,800,717 in the prior periods to $6,119,096.
| ● | General and administrative expense increased by $1,045,467 from $406,306 in the prior period to $1,451,773. The increased expenses are related to research and development and salaries as the Company seeks to expand its operations and further develop its products. | |
| ● | Sales and marketing expenses increased by $1,039,048 from $327,807 in the prior period to $1,366,855. The increase in sales and marketing is a result of the Company’s marketing campaign to create brand and product awareness. | |
| ● | Professional fees which include accounting, legal and consulting fees, increased from $1,057,599 for the six months ended June 30, 2021 to $3,301,454 for the six months ended June 30, 2022. The increase was due to the engagement of various third-party consultants to expand the Company’s business operations. | |
| ● | The Company realized a gain on foreign exchange of $986 during the six months ended June 30, 2022, an increase of $9,991 compared to a loss of $9,005 during the prior period. The gain on the foreign exchange can be attributed to operating expenses denominated in the Canadian Dollar. |
Other Income and Expenses
Other income and expenses for the six months ended June 30, 2022, a loss of $83,957 compared to a loss of $230,796 the prior period, a decrease of $146,839. The change can be attributed to the Company’s interest expense partially offset by rental and interest income.
Net Loss
Net loss for the six months ended June 30, 2022, was $6,189,928 compared to $2,035,178 for the six months ended June 30, 2021, a change of $4,154,750 or 204%. The increase in the net loss can be attributed to the increase in various operating expenses as the Company focuses on expanding its operations, research and development, manufacturing and supply chain .
Worksport currently works with a total of ten dealers and distributors; however, given current market conditions Worksport plans to focus on online sales during 2022. Management believes that increasing sales through online retailers will continue to outpace the traditional distribution business model during 2022. Management further believes that online retailer’s customers tend to provide larger sales volumes, greater profit margins and greater protection against price erosion.
| 22 |
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2022, the Company had $19,758,353 in cash, cash equivalents and restricted cash. The Company has generated only limited revenues and has relied primarily upon capital generated from public and private offerings of its securities.
Since the Company’s acquisition of Worksport in fiscal 2014, it has never generated a profit.
As of June 30, 2022, the Company had an accumulated deficit of $27,039,733.
Cash Flow Activities
Accounts receivable increased at June 30, 2022 by $3,850 and decreased at June 30, 2021 by $16,504. The increase in accounts receivable was due to sales near the end of the quarter. Other receivable increased at June 30, 2022 by $15,195 and decreased by $116,997 at June 30, 2021. Other receivables increased at June 30, 2022 due to increased receivables from a sales tax refund.
Inventory increased at June 30, 2022 by $600,940 and at June 30, 2021 by $212,344 as a result of the Company stockpiling inventory in anticipation of the launch of its e-commerce platform. Prepaid expenses increased by $1,658,508 at June 30, 2022 and at June 30, 2021 by $220,841, due to deposits made by the Company for the purchase of manufacturing equipment and professional services.
Accounts payable and accrued liabilities increased at June 30, 2022 by $585,813 and decreased at June 30, 2021 by $34,428.
Cash increased from $12,266,597 at June 30, 2021 to $19,758,353 at June 30, 2022, an increase of $7,491,756 or 61%. The increase in in cash was primarily due to warrants exercises, public offerings and private placement offerings.
As of June 30, 2022, the Company had current assets of $25,653,378 and current liabilities of $2,425,491.
Operating Activities
Net cash used by operating activities for the six months ended June 30, 2022, was $5,042,882, compared to $1,030,989 in the prior period.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2022, was $9,051,810 compared to $286,512 in the prior period. The increase in investing activities was primarily due to the purchase of property and equipment.
Financing Activities
Net cash generated by financing activities for the six months ended June 30, 2022, was $5,285,712 compared to $12,476,286 in the prior period.
Based on the Company’s future operating plans and existing cash of $19,758,353, management believes that the Company has sufficient funds to meet its contractual obligations and working capital requirements for the next 12 months and the foreseeable future.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies
Our discussion and analysis of results of operations and financial condition are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
The accounting policies that we follow are set forth in Note 2 to our financial statements as included in the Form 10-K filed on March 31, 2022. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.
| 23 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the quarter covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this quarterly report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 24 |
PART II OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Not Applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None .
Item 3. Defaults Upon Senior Securities
None .
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not Applicable.
Item 6. Exhibits
| EXHIBIT No. | DESCRIPTION | |
| 31.1 | Section 302 Certification of Chief Executive Officer | |
| 31.2 | Section 302 Certification of Chief Financial Officer | |
| 32.1 | Section 906 Certifications of Chief Executive Officer and Chief Financial Officer | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 25 |
SIGNATURES
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 and in the capacities and on the dates indicated.
| WORKSPORT LTD. | ||
| Dated: August 19, 2022 | By: | /s/ Steven Rossi |
| Steven Rossi | ||
Chief Executive Officer (Principal Executive Officer) | ||
| Dated: August 19, 2022 | By: | /s/ Michael Johnston |
| Michael Johnston | ||
Chief Financial Officer (Principal Financial and Accounting Officer) |
| 26 |