LMDCF Everybody Loves Languages Corporation (PK)

Notes to Condensed Consolidated Interim Financial Statements

June 30 , 2016

(Unaudited - See Notice to Reader)

Lingo Media Corporation (“Lingo Media” or the “Company”) is a publicly listed company incorporated in Canada with limited liability under the legislation of the Province of Ontario and its shares are listed on the TSX Venture Exchange and inter-listed on the OTCQB Marketplace. The consolidated financial statements of the Company as at and for the year ended December 31, 2015 comprise the Company and its wholly owned subsidiaries consisted of Lingo Learning Inc., ELL Technologies Ltd., ELL Technologies Limited, Speak2Me Inc., Parlo Corporation and Lingo Group Limited .

Lingo Media is an EdTech company that is ‘ Changing the way the world learns English ’ .  The Company provides online and print-based solutions through its two distinct business units: ELL Technologies Ltd. (“ELL Technologies”) and Lingo Learning Inc. (“Lingo Learning”). ELL Technologies is a global English language learning multi-media and online training company. Lingo Learning is a print-based publisher of English language learning school programs in China.

The head office, principal address and registered and records office of the Company is located at 151 Bloor Street West, Suite 703, Toronto, Ontario, Canada, M5S 1S4.

These condensed consolidated interim financial statements are unaudited and have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

The condensed consolidated interim financial statements for the period ended June 30, 2016 were approved and authorized for issue by the board of directors on August 29, 2016 .

These condensed consolidated interim financial statements have been prepared on the historical cost basis. The comparative figures presented in these condensed consolidated interim financial statements are in accordance with IFRS.

The consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiaries controlled by the Company (the “Group”) as at June 30, 2016. Control exists when the Company is exposed to, or has the rights to variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All inter-group balances, transactions, unrealized gains and losses resulting from inter-group transactions and dividends are eliminated in full.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

June 30 , 2016

(Unaudited - See Notice to Reader)

The functional currency is the currency of the primary economic environment in which the entity operates and has been determined for each entity within the Group. These consolidated financial statements are presented in Canadian Dollars, which is the Company’s functional currency and presentation currency. The functional currency of ELL Technologies is the United States Dollar (“USD”) and the functional currency of Speak2Me is Chinese Renminbi (“RMB”). All other subsidiaries’ functional currency is Canadian Dollar (“CAD”).

The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, “The Effects of Changes in Foreign Exchange Rates”.

The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies, reported amounts of assets, liabilities and contingent liabilities, revenues and expenses at the date of the consolidated financial statements and during the reporting period.

Estimates and assumptions are continuously evaluated and are based on management’s historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.

Information about critical judgements and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

●     Determination of functional currency

●     Determination of the recoverability of the carrying value of intangibles and goodwill

●     Recognition of internally developed intangibles

●     Determination and recognition of long-term revenue contracts

●     Recognition of government grant and grant receivable

●     Recognition of deferred tax assets

●     Valuation of share-based payments

●     Recognition of provisions and contingent liabilities

The accounting policies applied by the Company in these Condensed Consolidated Interim Financial Statements are the same as those applied by the Company in its Consolidated Financial Statements for the year ended December 31, 2015 .

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

June 30 , 2016

(Unaudited - See Notice to Reader)

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

June 30 , 2016

(Unaudited - See Notice to Reader)

The Company began commercial production and sale of its services and products during 2009. In 2015, the Company focused on the redesign and upgrade of its ELL Technologies’ suite of products and invested $1,081,157 (2015 - $861,462). The ELL Technologies’ suite of products includes five different products, each designed to suit the needs of different demographic groups. Although the full suite of product is not yet complete, the Company has started the commercial production and sale of three of these products.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

June 30 , 2016

(Unaudited - See Notice to Reader)

Capitalized development expenditure is stated at cost less accumulated amortization and impairment losses. The software and web development cost are being amortized on a straight-line basis over the useful life of the asset, which is estimated to be 3 years.

Capitalized content development expenditure is stated at cost less accumulated amortization and impairment losses. The content development costs are being amortized on a straight-line basis over the useful life of the asset, which is estimated to be 5 years.

Unlimited number of preference shares with no par value

Unlimited number of common shares with no par value

On August 23, 2012, the expiry date of the Warrants was extended for additional 18 months to March 4, 2014 with all other conditions remaining the same. On February 21, 2014, the expiry date of the warrants was extended for an additional 2 years to March 4, 2016 with all other terms remaining consistent.

On August 23, 2012, the expiry date of the Warrants from the Second Financing was extended for an additional 18 months to May 11, 2014 with all other conditions remaining the same. Additionally, on February 21, 2014, the warrants were extended for an additional 2 years to May 11, 2016 with all other terms remaining consistent.

In 2016 , 206,666 stock options were exercised. Each stock option entitled the holder to one common share of the Company at an exercise price of $0.13, $0.14 and $0.66 for the gross proceeds of $30,366 . These options have a grant date fair value of $0.0674, $0.0721 and $0.5174 respectively. The weighted average share price on the date of exercise of these options was $ 0.87 .

In 2016 , 5,711,683 warrants were exercised. Each warrant entitled the holder to one common share of the Company at an exercise price of $0.125 and $0.75 for the gross proceeds of $2,221,262 . These warrants have a grant date fair value of $0.014, $0.0465 and $0.0482 . The weighted average share price on the date of exercise of these warrants was $ 0.96 .

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

June 30 , 2016

(Unaudited - See Notice to Reader)

1 0 .      SHARE-BASED PAYMENTS

In December 2011, the Company amended its stock option plan (the “2011 Plan”). The 2011 Plan was established to provide an incentive to employees, officers, directors and consultants of the Company and its subsidiaries.

The maximum number of shares which may be reserved for issuance under the 2011 Plan is limited to 4,108,635 common shares less the number of shares reserved for issuance pursuant to options granted under the 1996 Plan, the 2000 Plan, the 2005 Plan and the 2009 Plan, provided that the Board of Directors of the Company has the right, from time to time, to increase such number subject to the approval of the relevant exchange on which the shares are listed and the approval of the shareholders of the Company.

The maximum number of common shares that may be reserved for issuance to any one person under the 2011 Plan is 5% of the common shares outstanding at the time of the grant (calculated on a non-diluted basis) less the number of shares reserved for issuance to such person under any option to purchase common shares of the Company granted as a compensation or incentive mechanism.

The exercise price of each option cannot be less than the market price of the shares on the day immediately preceding the day of the grant less any permitted discount. The exercise period of the options granted cannot exceed 10 years. Options granted under the 2011 Plan do not have any required vesting provisions. The Board of Directors of the Company may, from time to time, amend or revise the terms of the 2011 Plan or may terminate it at any time.

The following summarizes the options outstanding:

The weighted average remaining contractual life for the stock options outstanding as at June 30, 2016 was 1.48 years (2015 – 1.21 years). The range of exercise prices for the stock options outstanding as at June 30, 2016 was $0.13 - $0.77 (2015 – $0.13 - $1.70). The weighted average grant-date fair value of options granted to employees, consultants and directors was $0.69 (2015 – $0.15) using the Black-Scholes option-pricing model.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

June 30 , 2016

(Unaudited - See Notice to Reader)

1 0 .      SHARE-BASED PAYMENTS (Cont’d)

The estimated fair value of the options granted is expensed over the options vesting periods.

The vesting periods on the options granted in 2016 are as follows, 700,000 (2015 – 400,000, 2014 – 1,590,000) stock options to be vested 7 months after grant date .

The pricing model assumed the weighted average risk free interest rates of 0.44% (2015 – 0.62%) weighted average expected dividend yields of Nil (2015 – Nil), the weighted average expected common stock price volatility (based on historical trading) of 78.9% (2015 – 52%), a forfeiture rate of zero, a weighted average stock price of $ 0.28, a weighted average exercise price of $0.69, and a weighted average expected life of 2.58 years (2015 – 1.5 years), which were estimated based on past experience with options and option contract specifics.

The following summarizes the warrants outstanding:

The 3,658,668 warrants, series A issued on March 4, 2011 and the 1,875,000 warrants, series B issued on May 11, 2011 had an expiry date of March 4, 2014 and May 11, 2014 respectively. On February 14, 2014, the warrants were extended to March 4, 2016 and May 11, 2016 respectively. During the period, 600,000 Series A warrants were exercised. The exercise price is $0.75 with a proceeds of $450,000. 1,811,683 Series B warrants were exercised. The exercise price is $0.75 with proceeds of $1,358,762.

The 5,000,000 warrants issued on April 17, 2015 has an expiry date of April 17, 2016 . (Note 9 (v)) During the period, 3,300,000 warrants were exercised. The exercise price is $0.125 with proceeds of $412,500.

Included as a reduction of selling, general and administrative expenses are government grants of $104,957 (2015 - $211,729), relating to the Company's publishing projects. At the end of the period, $120,273 (2015 - $20,273) is included in accounts and grants receivable.

One government grant for the Print-Based English language learning segment is repayable in the event that the segment’s annual net income for each of the previous two years exceeds 15% of revenue. During the year, the conditions for the repayment of grants did not arise and no liability was recorded.

One grant, relating to the Company’s “Development of Comprehensive, Interactive Phonetic English Learning Solution” project, is repayable semi-annually at a royalty rate of 2.5% per year’s gross sales derived from this project until 100% of the grant is repaid.

The carrying value of cash and accounts and grants receivable, approximates its fair value due to the liquidity of these instruments. The carrying values of accounts payables and accrued liabilities and loans payables approximate its fair value due to the requirement to extinguish the liabilities on demand or payable within a year.

The financial risk arising from the Company’s operations are currency risk, liquidity risk and credit risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Group’s ability to continue as a going concern. The risks associated with these financial instruments and the policies on how to mitigate these risks are as follows:

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a different currency from the Company’s functional currency) and the Company’s net investments in foreign subsidiaries. The Company operates internationally and is exposed to foreign exchange risk as certain expenditures are denominated in non-Canadian Dollar currencies.

The company has been exposed to this fluctuation and has not implemented a program against these foreign exchange fluctuations.

A 10% strengthening of the US Dollars against Canadian Dollars would have increased the net equity by approximately $214,657 (2015 - $228,000) due to reduction in the value of net liability balance. A 10% of weakening of the US Dollar against Canadian Dollar at June 30, 2016 would have had the equal but opposite effect. The significant financial instruments of the Company, their carrying values and the exposure to other denominated monetary assets and liabilities, as of June 30, 2016 are as follows:

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

June 30 , 2016

(Unaudited - See Notice to Reader)

The carrying values and the exposure to other denominated monetary assets and liabilities as of June 30, 2015 are as follows:

The Company manages its liquidity risk by preparing and monitoring forecasts of cash expenditures to ensure that it will have sufficient liquidity to meet liabilities when due. The Company’s accounts payable and accrued liabilities generally have maturities of less than 90 days. At June 30, 2016, the Company had cash of $1,479,831 (2015 - $142,328), accounts and grants receivable of $ 2,716,039 (2015 - $1,790,758) and prepaid and other receivables of $483,618 (2015 - $402,813) to settle current liabilities of $629,212 (2015 - $1,448,073).

Credit risk refers to the risk that one party to a financial instrument will cause a financial loss for the counterparty by failing to discharge an obligation. The Company is primarily exposed to credit risk through accounts receivable. The maximum credit risk exposure is limited to the reported amounts of these financial assets. Credit risk is managed by ongoing review of the amount and aging of accounts receivable balances. As at June 30, 2016, the Company has outstanding receivables of $2,716,039 (2015- $1,790,758). An allowance for doubtful accounts is taken on accounts receivable if the account has not been collected after a predetermined period of time and is offset to other operating expenses. The Company deposits its cash with high credit quality financial institutions, with the majority deposited within Canadian Tier 1 Banks.

The Company has sales to a major customer in 2016 and 2015, a government agency of the People’s Republic of China. The total percentage of sales to this customer during the period was 43% (2015 – 38%) and the total percentage of accounts receivable at June 30, 2016 was 33% (2015 – 46%).

In 2016 and 2015, the Company has sales to an online education services distribution company. The total percentage of sales to this customer during the period was 17% (2015 – 46%) and the total percentage of accounts receivable at June 30, 2016 was 30% (2015 – 44%).

The Company’s primary objectives when managing capital are to (a) safeguard the Company’s ability to develop, market, distribute and sell English language learning products, and (b) provide a sound capital structure for raising capital at a reasonable cost for the funding of ongoing development of its products and new growth initiatives. The Board of Directors does not establish quantitative capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

June 30 , 2016

(Unaudited - See Notice to Reader)

The Company includes equity, comprised of issued share capital, warrants, share-based payments reserve and deficit, in the definition of capital. The Company is dependent on cash flow from co-publishing agreements textbook royalties, distribution agreements for licensing sales and external financing to fund its activities. In order to carry out planned development of its products and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There has been no change to the Company’s capital management in 2016 or 2015.

The Company operates two distinct reportable business segments as follows:

Print-Based English Language Learning: Lingo Learning is a Print-Based publisher of English textbook programs in China.

Online English Language Learning: ELL Technologies is a global English language learning online training and assessment company creating new learning platforms.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

June 30 , 2016

(Unaudited - See Notice to Reader)