Cleantech

Facedrive Inc. (" Facedrive " or the " Company ") (TSX-V: FD), a Canadian "people-and-planet first" tech ecosystem, today announced its year end fiscal 2020 (" Fiscal 2020 ") operational and financial results. All financial results are reported in Canadian dollars, unless otherwise stated.

Facedrive is a multi-faceted "people-and-planet first" tech ecosystem offering socially-responsible services to local communities with a strong commitment to doing business fairly, equitably and sustainably. As part of this commitment, Facedrive's vision is to fulfil its mandate through a number of services and offerings that either leverage existing technologies of the Company or project initiatives with existing lines of business. Facedrive's services and offerings include eco-friendly rideshare; food delivery services (Facedrive Foods); its Steer electric and hybrid vehicle subscription service; contact-tracing and connected health technology services (Facedrive Health); e-commerce; and e-social platform (Facedrive Social).

Fiscal 2020 Financial and Operational Highlights

  • Revenue for Fiscal 2020 was $3,934,354, up from $599,104 in the fiscal year ended December 31, 2019 (" Fiscal 2019 ").
  • Revenue for Q4 2020 was $3,186,378, up from $234,525 in the same period a year earlier.
  • Rideshare revenue was $512,000 in Fiscal 2020, up from $349,100 in Fiscal 2019.
  • Facedrive Foods revenue was $2,472,300 in Fiscal 2020, compared to $nil in Fiscal 2019.
  • Steer subscription revenue was $738,800 in Fiscal 2020, compared to $nil in Fiscal 2019.
  • Net loss was $17,756,043 in Fiscal 2020, as compared to a net loss of $6,942,357 in Fiscal 2019.
  • Cost of revenue in Fiscal 2020 was $3,228,263, an increase from $270,562 in Fiscal 2019.
  • General and administration expenses were $3,605,182 in Fiscal 2020, up from $848,809 in Fiscal 2019.
  • Operational support expenses increased to $3,764,360 in Fiscal 2020, up from $1,542,753 in Fiscal 2019.
  • Research and development expenses increased to $1,444,153 in Fiscal 2020, as compared to $917,177 in Fiscal 2019.
  • Sales and marketing expenses were $8,933,587 in Fiscal 2020, as compared to $1,559,969 in Fiscal 2019.
  • Basic loss per share was $0.19 in Fiscal 2020, as compared to $0.08 in Fiscal 2019.
  • Facedrive Rideshare is currently operational in The Greater Toronto Area, Hamilton, London, Guelph, Kitchener, Waterloo, Cambridge, Orillia and Ottawa.
  • Steer is operational in Washington D.C. and Toronto, ON.
  • Facedrive Foods is currently operational in 19 cities across Canada, including in Toronto, Montreal, Ottawa, Winnipeg, Kingston, London, Edmonton and Halifax.

Selected Financial Highlights

For detailed information please refer to Facedrive's 2020 Annual Consolidated Financial Statements and its Management's Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2020 and 2019 (the " 2020 Annual MD&A "), filed on SEDAR at www.SEDAR.com. The following table provides a summary of the Company's financial results for the years ended December 31, 2020 and 2019:

For the years ended December 31,

2020

2019

REVENUE

$

3,934,354

$

599,104

COSTS AND OPERATING EXPENSES

Cost of revenue

3,228,263

270,562

General and administration

3,605,182

848,809

Operational support

3,764,360

1,542,753

Research and development

1,444,153

917,177

Sales and marketing

8,933,587

1,559,969

Amortization

1,010,239

-

Depreciation

76,130

16,563

Total operating expenses

$

22,061,914

$

5,155,833

OPERATING LOSS

$

(18,127,560)

$

(4,556,729)

OTHER INCOME (EXPENSES)

Government and other grants

1,127,130

-

Foreign exchange loss

(217,610)

(15,327)

Interest expenses

(252,680)

(4,421)

Interest income

41,663

10,172

Listing expenses

-

(2,376,052)

Gain on lease terminations

23,014

-

Impairment of intangible assets

350,000

-

NET LOSS

$

(17,756,043)

$

(6,942,357)

Cumulative translation adjustment

$

(75,835)

-

NET LOSS AND COMPREHENSIVE LOSS

$

(17,831,878)

$

(6,942,357)

Loss per share – basic and diluted

$

(0.19)

$

(0.08)

Weighted average shares outstanding – basic and diluted

91,952,197

82,227,082

Update Regarding Prior Period Errors

During the Company's 2020 year-end audit process and as a result of a Continuous Disclosure Review with staff of the Ontario Securities Commission (" OSC ") that commenced in 2020, the staff of the Corporate Finance Branch of the OSC identified that the Company had made an error with respect to the computation of the fair value of shares issued to Medtronics Online Solutions Ltd. (" Medtronics ") as well as the impairment charge relating to the book value of the Company's intangible assets related to HiRide Share Ltd. (" HiRide ").

In the second quarter of 2020, the Company reported that the expense related to the share-based compensation paid to Medtronics was determined to be $7,632,700; however, the Company has since determined that an accounting error had been made with regard to the computation of the fair value of the shares issued and recorded a higher expense than it should have. The shares issued to Medtronics were subject to lock-up restrictions and as such, an illiquidity discount should have been applied in the determination of the fair value of the share-based compensation, which was not done in the quarter ended June 30, 2020 (" Q2 2020 "). The downward adjusted expense related to the share-based compensation paid to Medtronics is determined to be $4,932,696 by applying a 35.6% illiquidity discount. As a result, sales and marketing expense in Q2 2020 should have been lower by $2,700,000 and net loss also lower by $2,700,000. The capital stock balance should also have been decreased by $2,700,000 as at June 30, 2020.

In the fourth quarter of Fiscal 2020, in order to reflect the consequences of the continuing COVID-19 pandemic and its impact on the short-term reduction in demand for commuting as a result of university and college students and their schools transitioning to a learn-from-home and/or online classroom environment, the Company took an impairment charge of $350,000 related to the book value of the Company's intangible assets related to HiRide. This impairment charge represented approximately two-thirds of the book value of these intangible assets, reducing the book value to $169,506 as at December 31, 2020 (see Note 22 in the Company's audited annual financial statements for the year ended December 31, 2020). As the indicators were present during the quarter ended September 30, 2020, the impairment charge should have been recorded in Q3 2020. As a result, impairment of intangible assets in Q3 2020 should have been higher by $350,000 and net loss also increased by $350,000. The carrying value of intangible assets should also have been decreased by $350,000 as at September 30, 2020.

The net loss for the nine months ended September 30, 2020 was impacted by both errors (the negative $2,700,000 change in the share based compensation expense in Q2 2020 and the $350,000 impairment charge in Q3 2020). The cumulative effect of these errors on the net loss for the nine months ended September 30, 2020 was that net loss decreased by $2,350,000.

The OSC requested that the Company include in the 2020 Annual MD&A a detailed description of the impact of these misstatements on the Company's Q2 2020 and Q3 2020 financial statements. Please see "Summary of Quarterly Results - Prior Period Errors" of the 2020 Annual MD&A for a detailed description of the impact of these misstatements on the Company's Q2 2020 and Q3 2020 financial statements.

The OSC also determined that the Company was a late filer of a material change report with respect to its prior acquisition of Steer (the " Acquisition "), an electric and hybrid vehicle subscription business more particularly described in the Company's press release dated September 8, 2020, as well as the asset purchase agreement between Exelorate Enterprises, LLC, Steer Holdings, LLC and the Company, dated September 4, 2020, which was entered into in respect of the Acquisition. After determining that the Company should have filed such report and agreement, respectively, on SEDAR within the time periods prescribed under National Instrument 51-102 Continuous Disclosure Obligations , the OSC requested that such material change report and agreement, respectively, be filed. The Company confirms that same were filed on SEDAR on April 30, 2021 accordingly.

The Company's Board of Directors and its Senior Executives are working closely with the Company's auditors and external legal counsel to review and improve, where recommended, the design and effectiveness of the Company's disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR).

Conditional Approval of the Company's Performance and Restricted Share Unit Plan

The Company confirms that it has received conditional approval for its performance and restricted share unit plan (" PRSU Plan ") from the TSX Venture Exchange. The maximum number of grants issuable under the PRSU Plan may not exceed 3,728,584 common shares of the Company (" Common Shares "). In addition, the maximum number of grants issuable under the PRSU Plan together with the number of stock options issuable under the Company's stock option plan (" Option Plan ") may not exceed 10% of the number of issued and outstanding Common Shares as at the date of a grant under the PRSU Plan or the Option Plan, as the case may be. Grants to any one participant under the PRSU Plan, together with any awards under the Option Plan to such participant within any one (1) year period, shall not exceed 5% of the issued and outstanding Common Shares (unless requisite disinterested shareholder approval is obtained). In addition, the aggregate number of grants to insiders of the Company (as a group) under the PRSU Plan within a one (1) year period shall not exceed 5% of the issued and outstanding Common Shares (unless requisite disinterested shareholder approval is obtained). The PRSU Plan, and any grants under the PRSU Plan, remain subject to disinterested shareholder approval at the Company's next annual and special meeting of shareholders, which is currently expected to be held in the early summer of 2021 (the " Shareholders' Meeting "). Pending such disinterested shareholder approval, no grants under the PRSU Plan will vest or settle. Further details regarding the PRSU Plan (including grants made thereunder) and the Option Plan will be included in the management information circular of the Company which will be sent to shareholders and will be filed on SEDAR in connection with the Shareholders' Meeting.

About Facedrive

Facedrive is a multi-faceted "people-and-planet first" tech ecosystem offering socially-responsible services to local communities with a strong commitment to doing business fairly, equitably and sustainably. As part of this commitment, Facedrive's vision is to fulfil its mandate through a number of services that either leverage existing technologies of the Company or project synergies with existing lines of business. Facedrive's service offerings include: its (i) eco-friendly rideshare business, Facedrive Rideshare; (ii) food delivery service, Facedrive Foods; (iii) electric and hybrid vehicle subscription business, Steer; (iv) contact-tracing and connected health technology services, Facedrive Health; (v) e-commerce platform, Facedrive Marketplace; and (vi) e-social platform, Facedrive Social.

Facedrive Rideshare was among the first to offer a wide variety of environmentally and socially responsible solutions in the Transportation as a Service (TaaS) space, planting thousands of trees based on user consumption and offering choices between electric, hybrid and conventional vehicles (including, more recently, electric and hybrid vehicles on a subscription basis through Steer). Facedrive Marketplace offers curated merchandise typically created from sustainably sourced materials and linked to social causes. Facedrive Foods offers contactless delivery of a wide variety of foods right to consumers' doorsteps, with a focus on doing so in a socially and environmentally-conscious manner. Facedrive Social strives to keep people connected in a physically-distanced world through its HiQ and other e-socialization platforms that invite users to interact based on common interests and by offering gamification and mutual community support features. Facedrive Health strives to develop and offer innovative technological solutions to the most acute health challenges including its proprietary TraceSCAN wearable technology for contact tracing. Facedrive envisions changing the ridesharing, food delivery, e-commerce, social and health tech narratives for the better, for everyone, and is currently operational in Canada and the United States.

For more about Facedrive, visit www.facedrive.com .
100 Consilium Pl, Unit 104, Scarborough, ON, Canada M1H 3E3

Forward-Looking Statements

Certain information in this press release contains forward-looking information. This information is based on management's reasonable assumptions and beliefs in light of the information currently available to the Company and are made as of the date of this press release. Actual results and the timing of events may differ materially from those anticipated in the forward-looking information as a result of various factors. Information regarding the Company's expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. Statements containing forward-looking information are not facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. Many factors could cause the Company's actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements.

See " Cautionary Note Regarding Forward-Looking Information " and the risk factors under " Other Business Risks and Uncertainties " respectively, as set out in the Company's 2020 Annual MD&A, filed on SEDAR, for a discussion of the uncertainties, risks and assumptions associated with these statements. Readers are urged to consider the uncertainties, risks and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Media: Sana Srithas | sana@facedrive.com
Tel: 1-888-300-2228

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Graphene Manufacturing Group

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STEER Announces Rollout of its Delivery as a Service Offering with 200 + Small and Medium Businesses

 Facedrive Inc. (" STEER " or " the Company ") (TSXV: FD) (OTCQX: FDVRF), an integrated ESG technology platform, is pleased to announce it has successfully rolled out its Delivery as a Service (" DaaS ") offering with over 200 small and medium businesses (" SMBs "), and is now marketing such services to large big box retailers. STEER's DaaS offering provides a last mile logistics solution for retailers to offer just-in-time deliveries to end-users. The Company expects the DaaS platform to be a key element of its business and a valuable driver of ESG data, reporting and analytics.

DaaS by STEER (CNW Group/Facedrive Inc.)

STEER's DaaS offering has demonstrated operational success, with over 200 local merchants in the Greater Toronto Area and a 99% on-time delivery rate. The Company has also seen many of its customers transition from a hybrid to a full-time arrangement with STEER. Following its success with smaller local vendors, STEER's DaaS offering is being promoted to big box retailers, some of whom have also expressed an interest for the offering. The Company feels its ESG value proposition, powered by its proprietary EcoCRED carbon offset analytics platform, sets the STEER DaaS offering apart from competitors. In particular, EcoCRED's capabilities to capture, analyse and report on key ESG data can appeal to socially-responsible brands and larger retailers, who are increasingly conscious of environmental tracking and reporting protocols.

The global Delivery as a Service market, valued at USD 18.7Bn in 2020, is expected to grow at 18.9% CAGR for the period 2021-2027 1 , making it one of the high-growth sectors in today's global economy. This growth has been accelerated by the global impact of the COVID-19 pandemic and goes beyond food deliveries, spanning nearly all categories of consumer products.  This megatrend presents qualified providers like STEER with a potentially-lucrative opportunity to increase market presence and significantly increase revenues.

STEER's DaaS offering leverages the assets and technology developed by the Company through its existing on-demand offerings. Specifically, introduction of DaaS enables the Company to draw on its tech stack, operational expertise, and its existing infrastructure—including drivers—to deliver a nimble, agile, cost efficient, and customizable product. STEER's tech-driven delivery management software integrates directly with the merchant's Point of Sale (" POS ") solution and provides visibility, KPI controls and data processing. Moreover, STEER leverages its built-in data science algorithms to analyse daily demand cycles for each individual offering and to streamline resource allocation. In the future, this data will be utilized to identify cross-selling opportunities within the STEER platform and provide customers with analytics, metrics and data that quantify their carbon reduction efforts.

STEER's DaaS offering also capitalizes on synergies with its existing on-demand services through a shared driver fleet. For drivers, this means potentially higher earnings through an additional revenue stream, minimized idle time, and the convenience of managing fewer apps on their phone. For the Company, introduction of the DaaS functionality results in greater operational efficiencies through unified driver acquisition, training and optimized marketing spend across the platform. The Company feels these operational efficiencies will translate into economies of scale as STEER's DaaS onboards more vendors and launches operations in new geographies.

"Delivery as a Service represents a natural evolution for our Company. Having built significant assets and expertise in the mobility and food delivery segments, it is important for us to leverage our existing assets to enter a growing market space. It allows us to grow incremental revenues in the near future while not increasing costs at the same rate. We have confirmed the demand during our launch with over 200 small and medium vendors and are now focused on large retail customers. With the launch of DaaS, STEER's vision of creating a one-stop shop ecosystem for an environmentally-conscious B2C and B2B consumer has come a step closer to fulfilment", said Suman Pushparajah , Chief Executive Officer.

________________________________
1 https://www.globenewswire.com/news-release/2021/09/02/2290996/0/en/Last-Mile-Delivery-Market-is-Expected-to-Reach-to-USD-62-7-Bn-with-CAGR-of-18-9-by-2027.html

About the Company

STEER is an integrated ESG technology platform that moves people and delivers things through subscription and on-demand services. The Company's goal is to build a one-of-a-kind system that aggregates conscientious users, through a series of connected offerings, and enables them to buy, sell, or invest with the same platform, STEER. The Company's offerings generally fall into two categories: subscription-based offerings led by its flagship electric vehicle subscription business, Steer EV, and on-demand services incorporating delivery, B2B marketplace, Delivery-as-a-Service (DaaS) and rideshare businesses. The Company's platform is also powered by EcoCRED, its big data, analytics and machine learning engine which seeks to capture, analyse, parse and report on key data points in ways that measure the Company's impact on carbon reductions and offsets.

For more about the Company, visit www.facedrive.com .

STEER
100 Consilium Pl, Unit 400
Scarborough , ON
Canada M1H 3E3
www.facedrive.com

Forward-Looking Information

Certain information in this press release contains forward-looking information, including with respect to the Company's business, operations and condition, management's objectives, strategies, beliefs and intentions, and the company's forward plans to rebrand. This information is based on management's reasonable assumptions and beliefs in light of the information currently available to us and are made as of the date of this press release. Actual results and the timing of events, such as those pertaining to the Company's next step launch with big box retailers, may differ materially from those anticipated in the forward-looking information as a result of various factors. Information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. Statements containing forward-looking information are not facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements.

See "Forward-Looking Information" and "Risk Factors" in the Company's Annual Management Discussion & Analysis (MD&A) for the year ended December 31, 2021 (filed on SEDAR on may 2, 2022 ) and its interim MD&A for the period ended September 30, 2021 (filed on SEDAR on November 29, 2021 ) for a discussion of the uncertainties, risks and assumptions associated with these statements and other risks. Readers are urged to consider the uncertainties, risks and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. We have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation and regulatory requirements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

STEER Logo (CNW Group/Facedrive Inc.)

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/steer-announces-rollout-of-its-delivery-as-a-service-daas-offering-with-200--small-and-medium-businesses-301547644.html

SOURCE Facedrive Inc.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/May2022/16/c1734.html

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