United States
Securities and Exchange Commission
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the quarterly period ended November 30, 2020
 
or
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________ to __________
 
Commission File No. 000-54768
 
 
Loop Industries, Inc.
(Exact name of Registrant as specified in its charter)
 
Nevada
 
27-2094706
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
480 Fernand-Poitras Terrebonne, Québec, Canada J6Y 1Y4
(Address of principal executive offices zip code)
 
Registrant’s telephone number, including area code (450) 951-8555
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
LOOP
Nasdaq Global Market
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes ☒  No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
 
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐  No ☒
 
As at January 14, 2021, there were 42,413,691 shares of the Registrant’s common stock, par value $0.0001 per share, outstanding.
 

 
 
 
LOOP INDUSTRIES, INC.
 
TABLE OF CONTENTS
 
 
 
  3
 
 
PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
Loop Industries, Inc.
Three and Nine months ended November 30, 2020
Index to the Unaudited Interim Condensed Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
  4
 
 
Loop Industries, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
 
 
 
November 30, 2020
 
 
February 29, 2020
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
Cash and cash equivalents
 $43,613,815 
 $33,717,671 
Sales tax, tax credits and other receivables (Note 3)
  1,182,107 
  664,544 
Prepaid expenses and deposits (Note 4)
  1,230,442 
  141,226 
Total current assets
  46,026,364 
  34,523,441 
Investment in joint venture (Note 9)
  1,500,000 
  850,000 
Property, plant and equipment, net (Note 5)
  3,355,410 
  7,260,254 
Intangible assets, net (Note 6)
  631,590 
  202,863 
Total assets
 $51,513,364 
 $42,836,558 
 
    
    
Liabilities and Stockholders' Equity
    
    
Current liabilities
    
    
Accounts payable and accrued liabilities (Note 8)
 $4,088,147 
 $2,082,698 
Current portion of long-term debt (Note 10)
  53,992 
  52,126 
Total current liabilities
  4,142,139 
  2,134,824 
Long-term debt (Note 10)
  2,336,374 
  2,238,026 
Total liabilities
  6,478,513 
  4,372,850 
 
    
    
Commitments and Continencies (Note 17)
    
    
 
    
    
Stockholders' Equity
    
    
Series A Preferred stock par value $0.0001; 25,000,000 shares authorized; one share issued and outstanding (Note 12)
  - 
  - 
Common stock par value $0.0001: 250,000,000 shares authorized; 42,412,739 shares issued and outstanding (February 29, 2020 – 39,910,774) (Note 12)
  4,242 
  3,992 
Additional paid-in capital
  112,112,970 
  82,379,413 
Additional paid-in capital – Warrants
  9,475,996 
  9,785,799 
Accumulated deficit
  (76,468,478)
  (53,317,047)
Accumulated other comprehensive loss
  (89,879)
  (388,449)
Total stockholders' equity
  45,034,851 
  38,463,708 
Total liabilities and stockholders' equity
 $51,513,364 
 $42,836,558 
 
See accompanying notes to the condensed consolidated financial statements.
 
 
F-1
 
 
Loop Industries, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
 
 
 
 Three Months Ended November 30
 
 
 Nine Months Ended November 30
 
 
 
 2020
 
 
 2019
 
 
 2020
 
 
 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 $- 
 $- 
 $- 
 $- 
 
    
    
    
    
Expenses
    
    
    
    
Research and development (Notes 13 and 14)
  6,274,283 
  1,278,172 
  10,504,093 
  3,246,246 
General and administrative (Note 14)
  2,724,016 
  1,825,813 
  6,726,339 
  5,447,056 
Write-down and impairment of property, plant and equipment (Note 5)
  5,034,606 
  - 
  5,043,120 
  - 
Depreciation and amortization (Notes 5 and 6)
  104,307 
  219,628 
  654,354 
  562,382 
Interest and other financial (income) expenses (Note 17)
  (41,855)
  693,027 
  26,016 
  1,817,091 
Interest income
  (20,008)
  (171,274)
  (78,394)
  (363,565)
Foreign exchange loss
  95,644 
  5,533 
  275,903 
  15,297 
Total expenses
  14,170,993 
  3,850,899 
  23,151,431 
  10,747,492 
 
    
    
    
    
Net Loss
  (14,170,993)
  (3,850,899)
  (23,151,431)
  (10,747,492)
 
    
    
    
    
Other comprehensive income (loss)
    
    
    
    
Foreign currency translation adjustment
  66,170 
  7,552 
  298,570 
  (30,133)
Comprehensive income (loss)
 $(14,104,823)
 $(3,843,347)
 $(22,852,861)
 $(10,777,625)
 
    
    
    
    
Loss per share
    
    
    
    
Basic and Diluted
 $(0.34)
 $(0.10)
 $(0.57)
 $(0.29)
 
    
    
    
    
Weighted average common shares outstanding
    
    
    
    
Basic and Diluted
  41,715,806 
  39,133,627 
  40,515,885 
  37,404,165 
 
See accompanying notes to the condensed consolidated financial statements.
 
 
F-2
 
 
Loop Industries, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
 
 
 
Three Months Ended November 30, 2020
 
 
 
Common stock par value $0.0001
 
 
Preferred stock par value $0.0001
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Shares
 
 
Amount
 
 
Number of Shares
 
 
Amount
 
 
Additional Paid-in Capital
 
 
 
 
Additional Paid-in Capital - Warrants
 
 
Additional
Paid-in Capital – Beneficial Conversion Feature
 
 
Common Stock Issuable
 
 
Accumulated Deficit
 
 
Accumulated Other Comprehensive (Loss)
 
 
Total Stockholders' Equity
 
Balance, August 31, 2020
  39,935,210 
 $3,994 
  1 
 $- 
 $84,172,723 
 $9,870,241 
 $- 
 $- 
 $(62,297,485)
 $(156,049)
 $31,593,424 
Issuance of common shares for cash, net of share issuance costs (Note 12)
  2,087,000 
  209 
  - 
  - 
  24,996,419 
  - 
  - 
  - 
  - 
  - 
  24,996,628 
Issuance of shares upon exercise of warrants (Note 16)
  190,529 
  19 
  - 
  - 
  2,046,854 
  (394,245)
  - 
  - 
  - 
  - 
  1,652,628 
Issuance of shares upon the vesting of restricted stock units (Notes 12 and 14)
  200,000 
  20 
  - 
  - 
  (20)
  - 
  - 
  - 
  - 
  - 
  - 
Stock options granted for services (Note 14)
  - 
  - 
  - 
  - 
  551,720 
  - 
  - 
  - 
  - 
  - 
  551,720 
Restricted stock units granted for services (Note 14)
  - 
  - 
  - 
  - 
  345,274 
  - 
  - 
  - 
  - 
  - 
  345,274 
Foreign currency translation
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  66,170 
  66,170 
Net loss
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  (14,170,993)
  - 
  (14,170,993)
Balance, November 30, 2020
  42,412,739 
 $4,242 
  1 
 $- 
 $112,112,970 
 $9,475,996 
 $- 
 $- 
 $(76,468,478)
 $(89,879)
 $45,034,851 
 
 
F-3
 
 
 
        Three Months Ended November 30, 2019 
 
 
Common stock par value $0.0001
 
 
Preferred stock par value $0.0001
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Shares
 
 
Amount
 
 
Number of Shares
 
 
Amount
 
 
Additional Paid-in Capital
 
 
 
 
Additional Paid-in Capital - Warrants
 
 
Additional Paid-in Capital – Beneficial Conversion Feature
 
 
Common Stock Issuable
 
 
Accumulated Deficit
 
 
Accumulated Other Comprehensive Loss
 
 
Total Stockholders' Equity
 
Balance, August 31, 2019
  39,032,528 
 $3,903 
  1 
 $- 
 $74,414,197 
 $9,700,102 
 $1,200,915 
  - 
 $(45,708,185)
 $(327,909)
 $39,283,023 
Issuance of common shares for cash, net of share issuance costs (Note 12)
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
Issuance of shares upon the vesting of restricted stock units (Notes 12 and 14)
  200,000 
  20 
    
    
  (20)
    
    
  - 
    
    
  - 
Stock options granted for services (Note 14)
  - 
  - 
  - 
  - 
  549,810 
  - 
  - 
  - 
  - 
  - 
  549,810 
Restricted stock units granted for services (Note 14)
  - 
  - 
  - 
  - 
  326,983 
  - 
  - 
  - 
  - 
  - 
  326,983 
Foreign currency translation
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  7,552 
  7,552 
Net loss
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  (3,850,899)
  - 
  (3,850,899)
Balance, November 30, 2019
  39,232,528 
 $3,923 
  1 
 $- 
 $75,290,970 
 $9,700,102 
 $1,200,915 
  - 
 $(49,559,084)
 $(320,357)
 $36,316,469 
 
 
F-4
 
 
 
 
Nine Months Ended November 30, 2020
 
 
 
Common stock par value $0.0001
 
 
Preferred stock par value $0.0001
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Shares
 
 
Amount
 
 
Number of Shares
 
 
Amount
 
 
Additional
Paid-in Capital
 
 
 
 
Additional
Paid-in Capital - Warrants
 
 
Additional
Paid-in Capital – Beneficial Conversion Feature
 
 
Common Stock Issuable
 
 
Accumulated Deficit
 
 
Accumulated Other Comprehensive (Loss)
 
 
Total Stockholders' Equity
 
Balance, February 29, 2020
  39,910,774 
 $3,992 
  1 
 $- 
 $82,379,413 
 $9,785,799 
 $- 
 $- 
 $(53,317,047)
 $(388,449)
 $38,463,708 
Issuance of common shares for cash, net of share issuance costs (Note 12)
  2,087,000 
  209 
  - 
  - 
  24,996,419 
  - 
  - 
  - 
  - 
  - 
  24,996,628 
Issuance of shares upon exercise of warrants (Note 16)
  190,529 
  19 
  - 
  - 
  2,046,853 
  (394,245)
  - 
  - 
  - 
  - 
  1,652,627 
Warrant issued for services (Note 16)
  - 
  - 
  - 
  - 
  - 
  84,442 
  - 
  - 
  - 
  - 
  84,442 
Issuance of shares upon the vesting of restricted stock units (Notes 12 and 14)
  224,436 
  22 
  - 
  - 
  (22)
  - 
  - 
  - 
  - 
  - 
  - 
Stock options granted for services (Note 14)
  - 
  - 
  - 
  - 
  1,662,155 
  - 
  - 
  - 
  - 
  - 
  1,662,155 
Restricted stock units granted for services (Note 14)
  - 
  - 
  - 
  - 
  1,028,152 
  - 
  - 
  - 
  - 
  - 
  1,028,152 
Foreign currency translation
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  298,570 
  298,570 
Net loss
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  (23,151,431)
  - 
  (23,151,431)
Balance, November 30, 2020
  42,412,739 
 $4,242 
  1 
 $- 
 $112,112,970 
 $9,475,996 
 $- 
 $- 
 $(76,468,478)
 $(89,879)
 $45,034,851 
 
 
F-5
 
 
 
        Nine Months Ended November 30, 2019 
 
 
Common stock par value $0.0001
 
 
Preferred stock par value $0.0001
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Shares
 
 
Amount
 
 
Number of Shares
 
 
Amount
 
 
Additional
Paid-in Capital
 
 
 
 
Additional
Paid-in Capital - Warrants
 
 
Additional
Paid-in Capital – Beneficial Conversion Feature
 
 
Common Stock Issuable
 
 
Accumulated Deficit
 
 
Accumulated Other Comprehensive Loss
 
 
Total Stockholders' Equity
 
Balance, February 28, 2019
  33,805,706 
 $3,381 
  1 
 $- 
 $38,966,208 
 $757,704 
 $1,200,915 
 $800,000 
 $(38,811,592)
 $(290,224)
 $2,626,392 
Issuance of common shares for cash, net of share issuance costs (Note 12)
  4,693,567 
  469 
  - 
  - 
  30,359,394 
  8,663,769 
  - 
  - 
  - 
  - 
  39,023,632 
Issuance of shares for legal settlement
  150,000 
  15 
  - 
  - 
  (15)
  - 
  - 
  - 
  - 
  - 
  - 
Issuance of shares upon conversion of Convertible notes
  319,326 
  32 
  - 
  - 
  2,372,549 
  316,929 
  - 
  - 
  - 
  - 
  2,689,510 
Issuance of shares upon the vesting of restricted stock units (Notes 12 and 14)
  243,932 
  24 
    
  - 
  799,976 
    
    
  (800,000)
    
    
  - 
Issuance of shares upon the cashless exercise of stock options (Note 14)
  4,565 
  1 
    
    
  (1)
    
    
    
    
    
  - 
Issuance of shares upon exercise of warrants
  15,432 
  1 
    
    
  182,048 
  (38,300)
    
    
    
    
  143,749 
Stock options granted for services (Note 14)
  - 
  - 
  - 
  - 
  1,628,897 
  - 
  - 
  - 
  - 
  - 
  1,628,897 
Restricted stock units granted for services (Note 14)
  - 
  - 
  - 
  - 
  981,914 
  - 
  - 
  - 
  - 
  - 
  981,914 
Foreign currency translation
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  (30,133)
  (30,133)
Net loss
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  (10,747,492)
  - 
  (10,747,492)
Balance, November 30, 2019
  39,232,528 
 $3,923 
  1 
 $- 
 $75,290,970 
 $9,700,102 
 $1,200,915 
  - 
 $(49,559,084)
 $(320,357)
 $36,316,469 
 
See accompanying notes to the condensed consolidated financial statements.
 
 
F-6
 
 
Loop Industries, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
 
 
Nine Months Ended November 30
 
 
 
2020
 
 
2019
 
Cash Flows from Operating Activities
 
 
 
 
 
 
Net loss
 $(23,151,431)
 $(10,747,492)
Adjustments to reconcile net loss to net cash used in operating activities:
    
    
Depreciation and amortization (Notes 5 and 6)
  654,354 
  562,382 
Stock-based compensation expense (Note 14)
  2,774,749 
  2,610,811 
Write-down and impairment of property, plant and equipment (Note 5)
  5,043,120 
  22,985 
Accretion and accrued interest (Note 10)
  56,259 
  1,898,409 
Loss on revaluation of warrants
  - 
  8,483 
Deferred financing costs
  - 
  86,212 
Gain on conversion of convertible notes
  - 
  (232,565)
Loss (gain) on revaluation of foreign exchange contracts
  (58,945)
  10,881 
Changes in operating assets and liabilities:
    
    
Sales tax, tax credits and other receivables (Note 3)
  (477,855)
  (37,536)
Prepaid expenses (Note 4)
  (1,075,291)
  52,649 
Accounts payable and accrued liabilities (Note 8)
  1,690,789 
  (1,054,967)
Net cash used in operating activities
  (14,544,251)
  (6,819,748)
 
    
    
Cash Flows from Investing Activities
    
    
Investment in joint venture (Note 9)
  (650,000)
  (850,000)
Additions to property, plant and equipment (Note 5)
  (1,580,795)
  (1,647,433)
Additions to intangible assets (Note 6)
  (155,798)
  (95,488)
Net cash used in investing activities
  (2,386,593)
  (2,592,921)
 
    
    
Cash Flows from Financing Activities
    
    
Proceeds from sale of common shares and exercise of warrants, net of share issuance costs (Note 12)
  26,649,253 
  39,167,381 
Repayment of long-term debt (Note 10)
  (32,781)
  (39,506)
Net cash provided from financing activities
  26,616,472 
  39,127,875 
 
    
    
Effect of exchange rate changes
  210,516 
  (57,105)
Net change in cash and cash equivalents
  9,896,144 
  29,658,101 
Cash and cash equivalents, beginning of period
  33,717,671 
  5,833,390 
Cash and cash equivalents, end of period
 $43,613,815 
 $35,491,491 
 
    
    
Supplemental Disclosure of Cash Flow Information:
    
    
Income tax paid
 $- 
 $- 
Interest paid
 $28,613 
 $45,668 
Interest received
 $78,394 
 $363,565 
 
See accompanying notes to the condensed consolidated financial statements.
 
 
F-7
 
 
Loop Industries, Inc.
Three and Nine Months Ended November 30, 2020 and 2019
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
 
1. The Company and Basis of Presentation
 
The Company
 
Loop Industries, Inc. (the “Company,” “Loop Industries,” “we,” or “our”) is a technology company that owns patented and proprietary technology that depolymerizes no and low-value waste PET plastic and polyester fiber to its base building blocks (monomers).  The monomers are filtered, purified and polymerized to create virgin-quality Loop™ branded PET resin suitable for use in food-grade packaging and polyester fiber.
 
On November 20, 2017, Loop Industries commenced trading on the NASDAQ Global Market under its new trading symbol, “LOOP.” From April 10, 2017 to November 19, 2017, our common stock was quoted on the OTCQX tier of the OTC Markets Group Inc. under the symbol “LLPP.”
 
Basis of presentation
 
The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures included in these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2020, filed with the SEC on May 5, 2020. The unaudited interim condensed consolidated financial statements comprise the consolidated financial position and results of operations of Loop Industries, Inc. and its subsidiaries, Loop Innovations, LLC and Loop Canada Inc. All subsidiaries are, either directly or indirectly, wholly owned subsidiaries of Loop Industries, Inc. (collectively, the “Company”). The Company also owns, through Loop Innovations, LLC, a 50% interest in a joint venture, Indorama Loop Technologies, LLC, which is accounted for under the equity method.
 
Intercompany balances and transactions are eliminated on consolidation. The condensed consolidated balance sheet as of February 29, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods. The results for the three- and nine-month periods ended November 30, 2020 are not necessarily indicative of the results to be expected for any subsequent quarter, the fiscal year ending February 28, 2021, or any other period.
 
2. Summary of Significant Accounting Policies
 
Use of estimates
 
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for depreciable lives of property, plant and equipment, intangible assets, analysis of impairments of long-lived assets and intangible assets, accruals for potential liabilities and assumptions made in calculating the fair value of stock-based compensation and other equity instruments.
 
The COVID-19 pandemic has disrupted business operations for us and our customers, suppliers, vendors and other parties with whom we do business, and such disruptions are expected to continue for an indefinite period of time. The uncertain duration of these measures has had and may continue to have an effect on our development and commercialization efforts. In particular, as previously disclosed, the situation in the United States and the continued travel restrictions and quarantine requirements between Canada and the United States have caused disruptions in our timetable of our joint venture with Indorama in the development of our Spartanburg facility and commercialization of our technology.
 
Although the Company continues to monitor the situation and may adjust the Company’s current policies as more information and public health guidance become available, the COVID-19 pandemic is ongoing, and its dynamic nature, including uncertainties relating to the ultimate spread of the virus, the severity of the disease, the duration of the outbreak and actions that may be taken by governmental authorities to contain the outbreak or to treat its impact, makes it difficult to assess whether there will be further impact on the development and commercialization of the Company’s technology which could have a material adverse effect on the Company’s results of operations and cash flows.
 
 
F-8
 
 
Foreign currency translations and transactions
 
The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars, the reporting currency of the Company. Assets and liabilities of subsidiaries that have a functional currency other than that of the Company are translated to U.S. dollars at the exchange rate as at the balance sheet date. Income and expenses are translated at the average exchange rate of the period. The resulting translation adjustments are included in other comprehensive income (loss) (“OCI”). As a result, foreign currency exchange fluctuations may impact operating expenses. The Company currently has not engaged in any currency hedging activities.
 
For transactions and balances, monetary assets and liabilities denominated in foreign currencies are translated into the functional currency of the entity at the prevailing exchange rate at the reporting date. Non-monetary assets and liabilities, and revenue and expense items denominated in foreign currencies are translated into the functional currency using the exchange rate prevailing at the dates of the respective transactions. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the consolidated statements of operations and comprehensive loss, except for gains or losses arising from the translation of intercompany balances denominated in foreign currencies that forms part in the net investment in the subsidiary which are included in OCI.
 
Stock-based compensation
 
The Company periodically issues stock options, warrants and restricted stock units to employees and non-employees in non-capital raising transactions for services and financing expenses. The Company accounts for stock options granted to employees based on the authoritative guidance provided by the FASB wherein the fair value of the award is measured on the grant date and where there are no performance conditions, recognized as compensation expense on the straight-line basis over the vesting period and where performance conditions exist, recognize compensation expense when it becomes probable that the performance condition will be met. Forfeitures on share-based payments are accounted for by recognizing forfeitures as they occur.
 
The Company accounts for stock options and warrants granted to non-employees in accordance with the authoritative guidance of the FASB wherein the fair value of the stock compensation is based upon the measurement date determined as the earlier of the date at which either a) a commitment is reached with the counterparty for performance or b) the counterparty completes its performance.
 
The Company estimates the fair value of restricted stock unit awards to employees and directors based on the closing market price of its common stock on the date of grant.
 
The fair value of the stock options granted are estimated using the Black-Scholes-Merton Option Pricing (“Black-Scholes”) model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options, and future dividends. Stock-based compensation expense is recorded based on the value derived from the Black-Scholes model and on actual experience. The assumptions used in the Black-Scholes model could materially affect stock-based compensation expense recorded in the current and future periods.
 
Income taxes
 
The Company calculates its provision for income tax on the basis of the tax laws enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income, in accordance with FASB ASC 740, Income Taxes. The Company uses an asset and liability approach for financial accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense.
 
Research and development expenses
 
Research and development expenses relate primarily to the development, design, testing of preproduction samples, prototypes and models, compensation, and consulting fees, and are expensed as incurred. Starting in the current quarter, machinery and equipment purchases related to the pilot plant which is now dedicated solely to research and development activities with no alternative use are also expensed as incurred. Total research and development costs recorded during the three- and nine-month periods ended November 30, 2020 amounted to $6,724,283 and $10,504,093 (2019 – $1,278,172 and $3,246,246), respectively, and are net of government research and development tax credits and government grants from the federal and provincial taxation authorities accrued and recorded based on qualifying expenditures incurred during the fiscal periods.
 
Net earnings (loss) per share
 
The Company computes net loss per share in accordance with FASB ASC 260, Earnings Per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. The Company includes common stock issuable in its calculation. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation if their effect is antidilutive.
 
 
F-9
 
  
For the three- and nine-month periods ended November 30, 2020 and 2019, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an antidilutive effect. As at November 30, 2020, the potentially dilutive securities consisted of 1,590,470 outstanding stock options (November 30, 2019 – 1,657,081), 4,171,609 outstanding restricted stock units (November 30, 2019 – 4,219,753) and 4,693,802 outstanding warrants (November 30, 2019 – 5,040,267).
 
Recently adopted accounting pronouncements
 
In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of the standard had no impact on the consolidated financial statements of the Company.
 
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which permits entities to reclassify the disproportionate income tax effects of the Tax Reform Act on items within accumulated other comprehensive income (loss) (“AOCI”) to retained earnings. These disproportionate income tax effect items are referred to as "stranded tax effects." Amendments in this update only relate to the reclassification of the income tax effects of the Tax Reform Act. Other accounting guidance that requires the effect of changes in tax laws or rates to be included in net income from continuing operations is not affected by this update. ASU 2018-02 should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Reform Act is recognized. ASU 2018-02 is applicable beginning March 1, 2020. The adoption of the standard had no impact on the consolidated financial statements of the Company.
 
In February 2016, the FASB issued ASU 2016-02, “Leases,” amended in July by ASU 2018-10, “Codification Improvements to Topic 842, Leases,” ASU 2018-11, “Targeted Improvements,” and ASU 2018-20, “Narrow-Scope Improvements for Lessors,” which requires lessees to recognize leases on the balance sheet while continuing to recognize expenses in the income statement in a manner similar to current accounting standards. For lessors, the new standard modifies the classification criteria and the accounting for sales-type and direct financing leases. Enhanced disclosures will also be required to give financial statement users the ability to assess the amount, timing, and uncertainty of cash flows arising from leases. This ASU may either be adopted on a modified retrospective approach at the beginning of the earliest comparative period, or through a cumulative-effect adjustment at the adoption date. This update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted these standards effective March 1, 2020. The adoption of the standard had no impact on the consolidated financial statements of the Company. The Company elected to apply the package of practical expedients that allows us not to reassess whether expired or existing contracts contain leases, the classification of these leases and whether previously capitalized initial direct costs would qualify for capitalization under Accounting Standards Codification (or “ASC”) 842. Furthermore, we elected to use hindsight in determining the lease term and assessing impairment of the right-of-use assets.
 
Recently issued accounting pronouncements not yet adopted
 
In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes,” which removes specific exceptions to the general principles in ASC 740, “Income Taxes,” and clarifies certain aspects of the existing guidance. This update is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, with early adoption being permitted as of the beginning of an interim or annual reporting period. All amendments to this ASU must be adopted in the same period on a prospective basis, with certain exceptions. We are still evaluating the impact of this accounting guidance on our results of operations and financial position.
 
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses”. This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes an allowance for its estimate of expected credit losses and applies to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. This update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for smaller reporting companies. We are still evaluating the impact of this accounting guidance on our results of operations and financial position.
 
3. Sales Tax, Tax Credits and Other Receivables
 
Sales tax, research and development tax credits and other receivables as at November 30, 2020 and February 29, 2020 were as follows:
 
 
 
November 30, 2020
 
 
February 29, 2020
 
Sales tax
 $669,966 
 $180 971 
Research and development tax credits
  390,885 
  447,843 
Other receivables
  121,256 
  35,730 
 
 $1,182,107 
 $664,544 
 
 
F-10
 
 
4. Prepaid Expenses and Deposits
 
Prepaid expenses and deposits as at November 30, 2020 and February 29, 2020 were as follows:
 
 
 
November 30, 2020
 
 
February 29, 2020
 
Deposits on machinery and equipment
 $747,250 
 $- 
Insurance
  427,013 
  61,891 
Other prepaid expenses
  56,179 
  79,335 
 
 $1,230,442 
 $141,226 
 
Non-refundable cash deposits on machinery and equipment that will be used in research and development activities will be expensed, and classified as research and development expenses, in the period the equipment is received and placed into use.
 
5. Property, Plant and Equipment
 
 
 
As at November 30, 2020
 
 
 
Cost
 
 
Accumulated depreciation, write-down and impairment
 
 
Net book value
 
Building
 $1,912,138 
 $(181,308)
 $1,730,830 
Land
  236,360 
  - 
  236,360 
Building and land improvements
  1,602,766 
  (379,164)
  1,223,602 
Machinery and equipment
  6,514,252 
  (6,514,252)
  - 
Office equipment and furniture
  260,220 
  (95,602)
  164,618 
Balances, end of period
 $10,525,736 
 $(7,170,326)
 $3,355,410 
 
 
 
As at February 29, 2020
 
 
 
Cost
 
 
Accumulated depreciation, write-down and impairment
 
 
Net book value
 
Building
 $1,846,070 
 $(128,911)
 $1,717,159 
Land
  264,868 
  - 
  264,868 
Building and land improvements
  733,884 
  (214,068)
  519,816 
Machinery and equipment
  6,085,195 
  (1,426,465)
  4,658,730 
Office equipment and furniture
  162,466 
  (62,785)
  99,681 
Balances, end of period
 $9,092,483 
 $(1,832,229)
 $7,260,254 
 
Depreciation expense for the three- and nine-month periods ended November 30, 2020 amounted to $93,006 and $624,189, respectively (2019 – $212,968 and $570,165, respectively), and is recorded as an expense in the consolidated statements of operations and comprehensive loss.
 
During the three- and nine-month periods ended November 30, 2020, the Company recorded write-down and impairment expenses of $5,034,606 and 5,043,120, respectively (2019 – nil and $22,985). In the quarter ended November 30, 2020, the Company’s management made the decision to convert its pilot plant to exclusively a demonstration and training facility for our future Infinite Loop™ manufacturing facilities, therefore foregoing any alternative future use of its machinery and equipment assets contained within the pilot plant. As such, the carrying value of the machinery and equipment was written off resulting in an expense of $5,034,606 being recognized in the three-month period ended November 30, 2020. With the decision to dedicate the demonstration and training facility to research and development, the accounting for future costs associated with these activities are considered in scope of ASC 730, Research and Development Costs, and will be recognized as a research and development expense in the consolidated statements of operations and comprehensive loss in the period they are incurred. During the three-month period ended November 30, 2020, the Company purchased $2,325,540 of machinery and equipment associated with its ongoing research and development activities, which have no future alternative use and as such, were recognized as research and development expenses in the consolidated statements of operations and comprehensive loss. See Note 13 for components of research and development expenses.
 
 
F-11
 
 
6. Intangible Assets
 

 
November 30, 2020
 
 
February 29, 2020
 
 
 
 
 
 
 
 
Intangible assets, at cost - beginning of period
 $225,174 
 $127,672 
Intangible assets, accumulated depreciation – beginning of period
  (22,311)
  - 
 
  202,863 
  127,672 
 
    
    
Additions in the period
  452,758 
  99,972 
Amortization of intangibles
  (30,165)
  (22,631)
Foreign exchange effect – increase (decrease)
  6,133 
  (2,150)
 
 $631,589 
 $202,863 
 
Amortization expense for the three- and nine-month periods ended November 30, 2020 amounted to $11,301 and $30,165, respectively (2019 - $6,660 and $15,202, respectively), and is recorded as an expense in the unaudited condensed consolidated statements of operations and comprehensive loss.
 
7. Fair value of financial instruments
 
The following tables present the fair value of the Company’s financial (assets) liabilities as at November 30, 2020 and February 29, 2020:
 
 
 
Fair Value Measurements as at November 30, 2020
 
 
 
Carrying Amount
 
 
Fair Value
 
 
Level in the hierarchy
 
Instruments measured at fair value on a recurring basis:
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
 $(25,797)
 $(25,797)
  Level 2 
 
    
    
    
Instruments measured at amortized cost:
    
    
    
Long-term debt
 $2,390,366 
 $2,400,897 
  Level 2 
 
 
 
Fair Value Measurements at February 29, 2020
 
 
 
Carrying Amount
 
 
Fair Value
 
 
Level in the hierarchy
 
Instruments measured at fair value on a recurring basis:
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
 $26,840 
 $26,840 
  Level 2 
 
    
    
    
Instruments measured at amortized cost:
    
    
    
Long-term debt
 $2,290,152 
 $2,291,109 
  Level 2 
 
8. Accounts Payable and Accrued Liabilities
 
Accounts payable and accrued liabilities as at November 30, 2020 and February 29, 2020 were as follows:
 
 
 
November 30, 2020
 
 
February 29, 2020
 
Trade accounts payable
 $1,514,881 
 $814,081 
Accrued engineering fees
  686,061 
  - 
Accrued employee compensation and payroll taxes
  678,925 
  873,242 
Accrued professional fees
  676,153 
  133,038 
Accrued cost of machinery and equipment
  415,522 
  92,126 
Other accrued liabilities
  116,605 
  170,211 
 
 $4,088,147 
 $2,082,698 
 
9. Joint Venture
 
On September 15, 2018, the Company, through its wholly-owned subsidiary Loop Innovations, LLC, a Delaware limited liability company, entered into a Joint Venture Agreement (the “Joint Venture Agreement”) with Indorama Ventures Holdings LP, USA, an indirect subsidiary of Indorama Ventures Public Company Limited, to manufacture and commercialize sustainable polyester resin. Each company has a 50/50 equity interest in Indorama Loop Technologies, LLC (“ILT”), which was specifically formed to operate and execute the joint venture.
 
 
F-12
 
  
Under the Joint Venture Agreement, Indorama Ventures is contributing manufacturing knowledge and Loop Industries is required to contribute its proprietary science and technology. Specifically, the Company is contributing an exclusive world-wide royalty-free license to ILT to use its proprietary technology to produce 100% sustainably produced PET resin and polyester fiber.
 
ILT meets the accounting definition of a joint venture where neither party has control of the joint venture entity and both parties have joint control over the decision-making process in ILT. As such, the Company uses the equity method of accounting to account for its share of the investment in ILT. There were no operations in ILT from the date of inception of September 24, 2018 to November 30, 2020 and, as at November 30, 2020, the carrying value of the equity investment was $1,500,000, which is the total of the cash contributions we have made to ILT. During the three- and nine-month periods ended November 30, 2020, we made contributions to ILT of nil and $650,000 respectively (2019 – $350,000 and $850,000). These contributions to ILT, which have been matched by Indorama Ventures, were used to fund engineering design costs which have been capitalized in ILT.
 
The joint venture made a decision in July that due to the COVID-19 situation it would delay work on the project. Since then, no expenditures have been incurred by the joint venture.
 
10. Long-Term Debt
 
 
 
November 30, 2020
 
 
February 29, 2020
 
Investissement Québec financing facility:
 
 
 
 
 
 
Principal amount
 $1,703,998 
 $1,645,122 
Unamortized discount
  (272,036)
  (289,852)
Accrued interest
  31,549 
  958 
Total Investissement Québec financing facility
  1,463,511 
  1,356,228 
Term loan
    
    
Principal amount
  926,855 
  933,924 
Less: current portion
  (53,992)
  (52,126)
Total term loan, net of current portion
  872,863 
  881,798 
Long-term debt, net of current portion
 $2,336,374 
 $2,238,026 
 
Investissement Québec financing facility
 
On February 21, 2020, the Company received $1,703,998 (CDN$2,209,234) from Investissement Québec as the first disbursement of our financing facility, out of a maximum of $3,548,014 (CDN$4,600,000) (the “Financing Facility”). The loan bears interest at 2.36% and there is a 36-month moratorium on both capital and interest repayments starting on the date of the first disbursement, after which capital and interest is repayable in 84 monthly installments. The Company established the fair value of the loan for the first disbursement at $1,354,408 based on a discount rate of 5.45%, which reflected a debt discount of $290,714. The discount rate used was based on the external financing from a Canadian bank. The Company, under the loan agreement, was required to pay fees representing 1% of the loan amount, $35,480 (CDN$46,000) to Investissment Québec which we deferred and recorded as a reduction of the Financing Facility. Debt discount and deferred financing expenses are amortized to “Interest and other financial expenses” in our Consolidated Statements of Operations and Comprehensive Loss. The Company recorded interest expense on the Investissement Québec loan for the three- and nine-month periods ended November 30, 2020 in the amount of $10,003 and $28,816 respectively (2019 – nil and nil) and an accretion expense of $9,387 and $27,045 respectively (2019 – nil and nil).
 
The Company has also agreed to issue to Investissement Québec warrants to purchase shares of common stock of the Company in an amount equal to 10% of each disbursement up to a maximum aggregate amount of $354,801 (CDN$460,000). The exercise price of the warrants is equal to the higher of (i) $11.00 per share and (ii) the ten-day weighted average closing price of Loop Industries shares of common stock on the Nasdaq stock market for the 10 days prior to the issue of the warrants. The warrants can be exercised immediately upon grant and will have a term of three years from the date of issuance. The loan can be repaid at any time by the Company without penalty. In connection the first disbursement of the Financing Facility, the Company issued a warrant (“First Disbursement Warrant”) to acquire 15,153 shares of common stock at a strike price of $11.00 per share to Investissement Québec. The Company determined the fair value of the warrants using the Black-Scholes pricing formula. The fair value of the First Disbursement Warrant was determined to be $77,954 and is included in “Additional paid-in capital – Warrants” in our Condensed Consolidated Balance Sheets. The First Disbursement Warrant remains outstanding as at November 30, 2020.
 
The remaining amount available under the financing facility is $1,844,015 (CDN$2,390,766) to be received in a maximum of two additional disbursements.
 
Term loan
 
On January 24, 2018, the Company obtained a $1,079,830 (CDN$1,400,000) 20-year term instalment loan (the “Loan”), from a Canadian bank. The Loan bears interest at the bank’s Canadian prime rate plus 1.5%. By agreement, the Loan is repayable in monthly payments of $4,499 (CDN$5,833) plus interest, until January 2021, at which time the monthly repayment amount and interest rate will be subject to renewal. It includes an option allowing for the prepayment of the Loan without penalty. In January 2021, the Company and the Canadian bank agreed to maintain the same repayment amount and interest rate until January 2022. During the three- and nine-month periods ended November 30, 2020, we repaid $13,497 and $32,781 respectively (2019 – $13,168 and $39,506) on the principal balance of the Loan and interest paid amounted to $9,172 and $29,102 and (2019 - $14,778 and $41,840). The terms of the credit facility require the Company to comply with certain financial covenants. As at November 30, 2020 and 2019, the Company was in compliance with its financial covenants.
 
 
F-13
 
 
Principal repayments due on the Company’s long-term debt over the next five years are as follows:
 
Years ending
 
Amount
 
February 28, 2021
 $13,498 
February 28, 2022
  53,992 
February 28, 2023
  53,992 
February 29, 2024
  297,416 
February 28, 2025
  297,416 
Thereafter
  1,901,043 
Total
 $2,617,355 
 
11.
Related Party Transactions
 
Employment Agreement
 
On June 29, 2015, the Company entered into an employment agreement with Mr. Daniel Solomita, the Company’s President and Chief Executive Officer (“CEO”). The employment agreement is for an indefinite term.
 
On July 13, 2018, the Company and Mr. Solomita entered into an amendment and restatement of the employment agreement which provided for a long-term incentive grant of 4,000,000 shares of the Company’s common stock, in tranches of one million shares each, upon the achievement of four performance milestones. This was modified to provide a grant of 4,000,000 restricted stock units (“RSUs”) covering 4,000,000 shares of the Company’s common stock while the performance milestones remained the same. The grant of the restricted stock units became effective upon approval by the Company’s shareholders at the Company’s 2019 annual meeting, of an increase in the number of shares available for grant under the Plan.  Such approval was granted by the Company’s shareholders at the Company’s 2019 annual meeting.
 
On April 30, 2020, the Company and Mr. Solomita entered into an amendment of Mr. Solomita’s employment agreement.  The amendment clarified the milestones consistent with the shift in the Company’s business from the production of terephthalate to the production of dimethyl terephthalate, another proven monomer of PET plastic.
 
As at November 30, 2020, 3,600,000 (2019 – 3,800,000) of Mr. Solomita’s RSUs were outstanding of which 600,000 were vested (2019 – 800,000). The vested units are settled annually in tranches of 200,000 units. During the three- and nine-month periods ended November 30, 2020 and November 30, 2019, no outstanding milestones were probable of being met based on the authoritative guidance provided by the FASB and, accordingly, the Company did not record any additional compensation expense. When a milestone becomes probable, the corresponding expense will be valued based on the grant date fair value on April 30, 2020, the date of the last modification of Mr. Solomita’s employment agreement. The closing price of the Company’s common stock on the Nasdaq on April 30, 2020 was $7.74 per share.
 
12. Stockholders’ Equity
 
Common Stock
 
For the period ended November 30, 2020
 
Number of shares
 
 
Amount
 
Balance, February 29, 2020
  39,910,774 
 $3,992 
Issuance of shares for cash
  2,087,000 
  209 
Issuance of shares upon the exercise of warrants
  190,529 
  19 
Issuance of shares upon settlement of restricted stock units
  224,436 
  22 
Balance, November 30, 2020
  42,412,739 
 $4,242 
 
For the period ended November 30, 2019
 
Number of shares
 
 
Amount
 
Balance, February 28, 2019
  33,805,706 
 $3,381 
Issuance of shares for cash
  4,693,567 
  469 
Issuance of shares upon vesting of restricted stock units
  243,932 
  24 
Issuance of shares upon the cashless exercise of stock options
  4,565 
  1 
Issuance of shares upon the exercise of warrants
  15,432 
  1 
Issuance of shares upon settlement of legal matter
  150,000 
  15 
Issuance of shares upon conversion of Convertible notes
  319,326 
  32 
Balance, November 30, 2019
  39,232,528 
 $3,923 
 
 
F-14
 
 
During the nine months ended November 30, 2020, the Company recorded the following common stock transaction:
 
(i)
On September 23, 2020 and October 1, 2020, the Company sold 1,880,000 and 207,000 shares, respectively of its common stock at an offering price of $12.75 per share in a registered direct offering, for total gross proceeds of $26,609,250.
(ii)
The company issued 192,529 shares of its common stock upon the exercise of warrants.
(iii)
On October 15, 2020, the Company issued 200,000 shares of common stock to settle restricted stock units related to the President and Chief Executive Officer.
(iv)
The Company issued 24,436 shares of its common stock to settle restricted stock units that vested in the period.
 
During the nine months ended November 30, 2019, the Company recorded the following common stock transactions:
 
(i)
On March 1, 2019, the Company sold 600,000 shares of its common stock at an offering price of $8.55 per share in a registered direct offering, for gross proceeds of $5,130,000.
(ii)
On March 8, 2019 and March 11, 2019, the Company issued 150,000 shares of its common stock in settlement of a legal matter.
(iii)
On April 9, 2019, the Company converted Convertible notes with a face value of $2,650,000 plus accrued interest of $80,241 at a conversion price of $8.55, into 319,326 common shares.
(iv)
On June 14, 2019, the Company sold 4,093,567 shares of its common stock at an offering price of $8.55 per share in a registered direct offering, for gross proceeds of $35,000,000.
(v)
On June 21, 2019, the Company issued 7,043 shares of common stock upon the vesting of restricted stock units related to an employee.
(vi)
On July 2, 2019 and July 3, 2019, the Company issued 23,547 shares of common stock upon the vesting of restricted stock units related to current and former Directors.
(vii)
On July 12, 2019, the Company issued 4,565 shares of common stock upon the cashless exercise of stock options related to an employee.
(viii)
On July 15, 2019, the Company issued 13,342 shares of common stock upon the vesting of restricted stock units related to a former Director.
(ix)
On July 17, 2019, the Company issued 15,432 shares of common stock upon the exercise of warrants.
(x)
On October 15, 2019, the Company issued 200,000 shares of common stock to settle restricted stock units related to the President and Chief Executive Officer.
 
13. Research and development expenses
 
Research and development expenses for the three months ended November 30, 2020 and 2019 were as follows:
 

 
November 30, 2020
 
 
November 30, 2019
 
External engineering
 $2,224,910 
 $33,131 
Machinery and equipment expenditures
  2,325,540 
  - 
Employee compensation
  1,214,434 
  973,679 
Pilot plant operating expenses
  399,031 
  166,753 
Other
  110,368 
  104,610 
 
 $6,274,283 
 $1,278,173 
 
Research and development expenses for the nine months ended November 30, 2020 and 2019 were as follows:
 
 
 
November 30, 2020
 
 
 November 30, 2019
 
External engineering
 $3,241,959 
 $83,462 
Employee compensation
  3,094,151 
  2,453,743 
Machinery and equipment expenditures
  2,325,540 
  - 
Pilot plant operating expenses
  1,537,271 
  456,942 
Other
  305,172 
  252,099 
 
 $10,504,093 
 $3,246,246 
 
14. Share-based Payments
 
Stock Options
 
During the three- and nine-month period ended November 30, 2020, the Company granted 3,389 stock options (2019 – nil) with a weighted average exercise price of $8.78 (2019 – nil), no stock options were forfeited (2019 – 39,902; weighted average exercise price: $9.67) or exercised (2019 – 5,000; weighted average exercise price: $0.80) and no stock options expired (2019 – 260,417; weighted average exercise price: $13.59).
 
 
F-15
 
 
The Company applies the fair value method of accounting for stock-based compensation awards granted. Fair value is calculated based on a Black-Scholes option pricing model. The principal components of the pricing model were as follows:
 
 
 
2020
 
 
2019
 
Exercise price
 $8.78 
 $- 
Risk-free interest rate
  1.05%
  - 
Expected dividend yield
  0.00%
  - 
Expected volatility
  75.95%
  - 
Expected life
 
7.5 years
 
  - 
 
The total number of stock options outstanding as at November 30, 2020 was 1,587,081 (2019 – 1,657,081) with a weighted average exercise price of $6.81 (2019 - $6.55), of which 1,132,498 were exercisable (2019 – 1,007,498) with a weighted average exercise price of $7.12 (2019 – $6.38).
 
During the three- and nine-month periods ended November 30, 2020, stock-based compensation expense attributable to stock options amounted to $551,720 and $1,662,155 respectively (2019 - to $549,810 and $1,628,897) and is included in expenses.
 
Restricted Stock Units
 
The Company applies the fair value method of accounting for awards granted through the issuance of restricted stock units. Fair value is calculated based on the closing share price at grant date multiplied by the number of restricted stock unit awards granted.
 
During the three-month period ended November 30, 2020, the Company granted 57,859 restricted stock units (“RSUs”) (2019 – nil) with a weighted average fair value of $12.96 (2019 – nil), settled 200,000 RSUs (2019 – 200,000) with a weighted average fair value of $0.80 (2019 – $0.80) and no RSUs were forfeited (2019 – nil).
 
During the nine-month period ended November 30, 2020, the Company granted 180,232 RSUs (2019 – 4,114,567) with a weighted average fair value of $10.18 (2019 – $1.06), settled 224,436 RSUs (2019 – 243,932) with a weighted average fair value of $1.78 (2019 – 2.52) and 2,989 RSUs were forfeited (2019 – 53,750) with a weighted average fair value of $8.78 (2019 – $9.82).
 
The total number of RSUs outstanding as at November 30, 2020 was 4,171,609 (2019 – 4,219,753), of which 691,327 were vested (2019 – 831,684).
 
During the three- and nine-month periods ended November 30, 2020, stock-based compensation expense attributable to RSUs amounted to $345,274 and $1,028,152 respectively (2019 - $326,983 and $981,914) and is included in expenses.
 
During the three- and nine-month periods ended November 30, 2020 and November 30, 2019, stock-based compensation included in research and development expenses amounted to $350,393 and $1,054,682 respectively (2019 – $311,353 and $941,142), and in general and administrative expenses amounted to $546,601 and $1,720,067 respectively (2019 - $565,440 and $1,669,669).
 
15. Equity Incentive Plan
 
On July 6, 2017, the Company adopted the 2017 Equity Incentive Plan (the “Plan”). The Plan permits the granting of warrants, stock options, stock appreciation rights and restricted stock units to employees, directors and consultants of the Company. A total of 3,000,000 shares of common stock were initially reserved for issuance under the Plan at July 6, 2017, with annual automatic share reserve increases, as defined in the Plan, amounting to the lessor of (i) 1,500,000 shares, (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year, or (iii) or such number of shares determined by the Administrator of the Plan, effective March 1, 2018. In March 2020, the Board of Directors elected to waive the annual share reserve increase for the fiscal year ending February 28, 2021. The Plan is administered by the Board of Directors who designates eligible participants to be included under the Plan, the number of awards granted, the share price pursuant to the awards and the vesting conditions and period. The awards, when granted, will have an exercise price of no less than the estimated fair value of shares at the date of grant and a life not exceeding 10 years from the grant date. However, where a participant, at the time of the grant, owns stock representing more than 10% of the voting power of the Company, the life of the options shall not exceed 5 years.
 
 
F-16
 
 
The following table summarizes the continuity of the Company’s Equity Incentive Plan units during the nine-month periods ended November 30, 2020 and 2019:
 
 
 
2020
 
 
2019
 
 
 
Number of units
 
 
Number of units
 
Outstanding, beginning of period
  1,300,518 
  3,223,516 
Share reserve increase
  - 
  2,000,000 
Units granted
  (183,621)
  (4,114,567)
Units forfeited
  2,989 
  93,652 
Units expired
  - 
  260,417 
Outstanding, end of period
  1,119,886 
  1,463,018 
 
16. Warrants
 
During the three-month period ended November 30, 2020 159,664 warrants were exercised at the price of $8.55 per share and 30,864 warrants were exercised at the price of $9.32 per share. No warrants were granted, were forfeited nor expired in the three-month period ended November 30, 2020.
 
During the three-month period ended November 30, 2019, no warrants were granted, were forfeited, were exercised nor expired.
 
During the nine-month period ended November 30, 2020, the Company issued, in exchange for consulting services, a warrant to purchase 25,000 shares of our common stock at the price of $9.43 per share expiring May 12, 2022 and warrants to issue 200,000 shares of our common stock with an exercise price of $11.00 expired. During the nine-month periods ended November 30, 2020, 159,664 warrants were exercised at the price of $8.55 per share and 30,864 warrants were exercised at the price of $9.32 per share. No warrants were forfeited in the nine-month period ended November 30, 2020.
 
During the nine-month period ended November 30, 2019, the Company issued a warrant to purchase 159,663 shares of our common stock at the price of $8.55 per share expiring October 5, 2020 as well as a warrant to purchase 4,093,567 shares of our common stock at the price of $11.00 per share expiring June 14, 2022. During the nine-month period ended November 30, 2019, 15,432 shares of our common stock were issued upon the exercise of a warrant with an exercise price of $9.32. No warrants were forfeited, and no warrants expired in the nine-month period ended November 30, 2019.
 
17. Interest and Other Finance Costs
 
Interest and other finance costs for the three- and nine-month periods ended November 30, 2020 and 2019 are as follows:
 
 
 
Three Months Ended November 30
 
 
Nine Months Ended November 30
 
 
 
2020
 
 
2019
 
 
2020
 
 
2019
 
  Interest on long-term debt
 $19,185 
 $14,778 
 $57,917 
 $41,840 
  Interest on convertible notes
  - 
  98,000 
  - 
  313,433 
  Accretion expense
  9,387 
  549,090 
  27,044 
  1,584,977 
  Amortization of deferred finance costs
  - 
  19,885 
  - 
  86,212 
  Loss (gain) on revaluation of foreign exchange contracts
  (70,427)
  10,881 
  (58,945)
  10,881 
  Revaluation of warrants
  - 
  - 
  - 
  8,483 
  Gain on conversion of November 2018 Notes
  - 
  - 
  - 
  (232,565)
  Other
  - 
  393 
  - 
  3,830 
 
 $(41,855)
 $693,027 
 $26,016 
 $1,817,091 
 
 
F-17
 
 
18. Commitments and Contingencies
 
Commercial commitments
 
On September 2, 2020, the Company entered into a know-how and engineering agreement (the “Chemtex Agreement”) with Chemtex Global Corporation (“Chemtex”) to license the PET plastic and polyester polymer for fiber manufacturing know-how of INVISTA’s technology and licensing group, INVISTA Performance Technologies (IPT) (“INVISTA”). The total value of the Chemtex Agreement is $4,300,000 and covers the know-how and design of two Infinite Loop™ facilities. Payment terms are based on the completion of certain milestones and total $2,150,000 for each facility. During the three and nine months ended November 30, 2020, $500,000 was paid by the Company.
 
On October 29, 2020, Coca-Cola Cross Enterprise Procurement Group (“CEPG”) advised the Company of its intention to terminate the Master Terms and Conditions Supply Agreement for Loop PET plastic, dated November 14, 2018 (the “MTC”) because the Company did not satisfy its first production milestone from the joint venture facility by July 2020 as required by the MTC.
 
Contingencies
 
On October 13, 2020, the Company and certain of its officers were named as defendants in a proposed class action lawsuit filed in the United States District Court for the Southern District of New York, captioned Olivier Tremblay, Individually and on Behalf of All Other Similarly Situated v. Loop Industries, Inc., Daniel Solomita, and Nelson Gentiletti, Case No. 7:20-cv-0838 (“Tremblay Class Action”). The allegations in the complaint claim that the defendants allegedly violated Sections 10(b) and 20(a) and Rule 10b-5 of the Securities Exchange Act of 1934 by allegedly making materially false and/or misleading statements, as well as allegedly failing to disclose material adverse facts about the Company’s business, operations, and prospects, which caused the Company’s securities to trade at artificially inflated prices. Plaintiff seeks unspecified damages on behalf of a class of purchasers of Loop’s securities between September 24, 2018 and October 12, 2020.
 
On October 13, 2020, the Company, Loop Canada Inc. and certain of their officers and directors were named as defendants in a proposed securities class action filed in the Superior Court of Québec (District of Terrebonne, Province of Québec, Canada), in file no. 700-06-000012-205. The Application for authorization of a class action and for authorization to bring an action pursuant to section 225.4 of the Québec Securities Act (“the Application”) was filed by an individual shareholder on behalf of himself and a class of buyers who purchased our securities during the “Class Period” (not defined). Plaintiff alleges that throughout the Class Period, the defendants allegedly made false and/or misleading statements and allegedly failed to disclose material adverse facts concerning the Company’s technology, business model, operations and prospects, thus causing the Company’s stock price to be artificially inflated and thereby causing plaintiff to suffer damages. Plaintiff seeks unspecified damages stemming from losses he claims to have suffered as a result of the foregoing. On December 13, 2020, the Application was amended in order to add allegations regarding specific misrepresentations.
 
On October 28, 2020, the Company and certain of its officers were named as defendants in a second proposed class action lawsuit filed in the United States District Court for the Southern District of New York, captioned Michelle Bazzini, Individually and on Behalf of All Other Similarly Situated v. Loop Industries, Inc., Daniel Solomita, and Nelson Gentiletti, Case No. 7:20-cv-09031-UA. The allegations in this complaint are similar in nature to those made in the Tremblay Class Action.
 
On January 4, 2021, the United States District Court for the Southern District of New York rendered a stipulation and order granting the consolidation of the two class action lawsuits filed in New York as In re Loop Industries, Inc. Securities Litigation, Master File No. 7:20-cv-08538. Sakari Johansson and John Jay Cappa have been appointed as Co-Lead Plaintiffs and Glancy Prongay & Murray LLP and Pomerantz LLP have been appointed as Co-Lead Counsel for the class.
 
Management believes that these cases lack merit and intends to defend them vigorously. No amounts have been provided for in the consolidated financial statements with respect to these claims. Management has not yet determined what effect these lawsuits may have on its financial position or results of operations as they are still in the preliminary stages.
 
19. Subsequent events
 
Subsequent to the end of the quarter, the Company entered into an engineering and equipment supply agreement to acquire PET polymerization equipment from Chemtex Global Corporation to manufacture PET resin at the demonstration plant. This agreement represents a total commitment of $4,200,000.
 
 
F-18
 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following information and any forward-looking statements should be read in conjunction with the unaudited financial information and the notes thereto included in this Quarterly Report on Form 10-Q, including those risks identified in the “Risk Factors” section of our most recent Annual Report on Form 10-K, as amended.
 
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
 
This Quarterly Report on Form 10-Q of Loop Industries, Inc., a Nevada corporation (the “Company,” “Loop Industries,” “we,” or “our”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, ability to improve and expand our capabilities, competition, expected activities and expenditures as we pursue our business plan, the adequacy of our available cash resources, regulatory compliance, plans for future growth and future operations, the size of our addressable market, market trends, and the effectiveness of the Company’s internal control over financial reporting. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These risks and other factors include, but are not limited to, those listed under “Risk Factors.” Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: (i) commercialization of our technology and products, (ii) our status of relationship with partners, (iii) development and protection of our intellectual property and products, (iv) industry competition, (v) our need for and ability to obtain additional funding, (vi) building our manufacturing facility, (vii) our ability to scale, manufacture and sell our products in order to generate revenues, (viii) our proposed business model and our ability to execute thereon, (ix) adverse effects on the Company’s business and operations as a result of increased regulatory, media or financial reporting scrutiny, practices, rumors or otherwise, (x) disease epidemics and health related concerns, such as the current outbreak of a novel strain of coronavirus (COVID-19), which could result in (and, in the case of the COVID-19 outbreak, has resulted in some of the following) reduced access to capital markets, supply chain disruptions and scrutiny or embargoing of goods produced in affected areas, government-imposed mandatory business closures and resulting furloughs of our employees, travel restrictions or the like to prevent the spread of disease, and market or other changes that could result in noncash impairments of our intangible assets, and property, plant and equipment, (xi) the outcome of the current SEC investigation or recent class action litigation filed against us, (xii) our ability to hire and/or retain qualified employees and consultants and (xiii) other factors discussed in our subsequent filings with the SEC.
 
Management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available.
 
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as at the date of this Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
 
We caution readers not to place undue reliance on any such forward-looking statements, which speak only as at the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
 
Introduction
 
Loop Industries is a technology company whose mission is to accelerate the world’s shift toward sustainable PET plastic and polyester fiber and away from our dependence on fossil fuels. Loop Industries owns patented and proprietary technology that depolymerizes no and low-value waste PET plastic and polyester fiber, including plastic bottles and packaging, carpets and textiles of any color, transparency or condition and even ocean plastics that have been degraded by the sun and salt, to its base building blocks (monomers). The monomers are filtered, purified and polymerized to create virgin-quality Loop™ branded PET resin suitable for use in food-grade packaging and polyester fiber, thus enabling our customers to meet their sustainability objectives.
 
Industry Background
 
We believe there is an increasing demand for action to address the global plastic crisis, which has been characterized by facts provided by leading academic and not-for profit organizations. In the last few years, governments in North America and Europe have been enacting and proposing laws and regulations mandating the use of minimum recycled content in packaging underlying the strength of this issue in the marketplace. Plastic pollution continues to be one of the most persistently covered environmental issues by media and local and global environmental non-governmental organizations.
 
 
5
 
 
In the last few years, governments in North America and Europe have been enacting and proposing laws and regulations mandating the use of minimum recycled content in packaging underlying the strength of this issue in the marketplace. Plastic pollution continues to be one of the most persistently covered environmental issues by media and local and global environmental non-governmental organizations.
 
Also, global consumer goods companies have made significant commitments to make the transition to a circular plastic economy, namely:
 
i.
In January 2018, Danone’s evian® brand bottled spring water committed to a 100% recycled content package by 2025;
ii.
In October 2018, PepsiCo committed to use an average of 25% recycled plastic in its packaging by 2025; PepsiCo is also aiming to use 50% recycled plastic in its bottles across the European Union by 2030;
iii.
In 2018, L’OCCITANE en Provence committed to a 100% recycled content package by 2025; and
iv.
In March 2019, the L’Oréal Group, a global manufacturer and retailer of natural cosmetics, committed to using 50% recycled or bio-sourced plastic in their packaging by 2025 and in 2020, they committed to using 100% recycled or bio-based plastic in their packaging by 2030.
 
In addition, the global annual market demand for PET plastic and polyester fiber at nearly $130 billion, and the current growth projections from the 2018 IHS Polymer Market Report indicate this will exceed $160 billion by 2022. We believe these trends indicate that the transformation from a linear to a circular plastic economy is underway. We believe this transition will lead to a substantial demand for sustainable products such as Loop™ PET resin.
 
Proprietary Technology and Intellectual Property
 
The power of our technology lies in its ability to use as feedstock waste PET plastic and polyester fiber from landfills, rivers, oceans and natural areas to create Loop™ PET resin. We believe our technology can deliver profitable virgin quality PET resin suitable for use in food-grade packaging and polyester fiber.
 
Our Generation I technology (“GEN I”) is a hydrolysis based depolymerization technology which yielded purified terephthalic acid (“PTA”) and monoethylene glycol (“MEG”), two common monomers of PET, through depolymerization. As the Company evaluated the transition from the Gen I pilot scale to commercial scale, several challenges involving PTA and MEG purification were identified. To overcome the GEN I technology challenges, we embarked on the development of a second generation of our technology. Our Generation II technology (“GEN II”) is a methanolysis based depolymerization technology that uses industrial temperatures below 90 °C to depolymerize waste PET and polyester fiber. The low temperature allows Loop’s technology to depolymerize very low-quality feedstocks which cannot be effectively recycled today, such as carpet fiber, clothing and mixed plastics. The GEN II technology uses only trace amounts of water, eliminates the need for a halogenated solvent and uses a catalyst at low concentration. GEN II allows for the purification of MEG and DMT to be simplified through distillation.
 
This shift, from producing the monomer PTA to the monomer DMT, was a pivotal moment for Loop Industries. We believe that GEN II requires less energy and fewer resource inputs than conventional PET production processes. We also believe it is an environmentally sustainable method for producing virgin quality food-grade PET plastic in the world.
 
During the quarter, we commissioned Kemitek, a College Centre for Technology Transfer specialized in the fields of green chemistry and chemical process scale-up, to validate that our technology at mini-pilot and pilot scale can produce primary building blocks, or monomers: DMT and MEG.
 
Kemitek’s findings through this verification allowed them to attest to the ability of our technology to produce pure monomers within our purity specifications.
 
In connection with our agreements with Suez and Chemtex, and more broadly with the commercialization activities of our future Infinite LoopTM manufacturing facilities, we have decided to convert our pilot plant to an Infinite LoopTM demonstration and training facility in support of the commercialization of our technology. The demonstration facility will be used to showcase the Infinite LoopTM technology to potential partners and customers, and train operational teams in advance of the commissioning of commercial plants. We made investments of $2,325,540 for this project during the three months ended November 30, and we expect this project to be largely completed by third quarter of calendar 2021. In addition, subsequent to the quarter, we have also entered into an agreement to acquire PET polymerization equipment from Chemtex to manufacture limited quantities of Loop™ branded PET resin at our demonstration plant and have the capability to supply select customers.
 
 
To protect our technology, we rely on a combination of patents, trademarks, trade secrets, confidentiality agreements and provisions as well as other contractual provisions to protect our proprietary rights, which are primarily our patents, brand names, product designs and marks.
 
We have two patent families, referred to as GEN I technology and the GEN II technology, with claims relating to our technology for depolymerizing PET.
 
The GEN I portfolio has three issued U.S. patents, all expected to expire on or around July 2035. Internationally, we also have issued patents in Australia, Israel, Taiwan, South Africa, Eurasia and in the members of the Gulf Cooperation Council, and pending patent applications in Argentina, Brazil, Canada, China, Europe, Hong Kong, India, Japan, Korea, Mexico, and the Philippines, all expected to expire, if granted, on or around July 2036.
 
 
6
 
 
The GEN II technology portfolio currently consists of four patent families:
 
o
The first has two issued U.S. patent and a pending U.S. application, all expected to expire on or around September 2037. Internationally, we also have an allowed application in Bangladesh, and pending applications in Argentina, Australia, Bolivia, Brazil, Bhutan, Canada, China, Columbia, Eurasia, Europe, members of the Gulf Countries, Hong Kong, Indonesia, Israel, India, Iraq, Japan, Korea, Kuwait, Laos, Mexico, Philippines, Pakistan, Singapore, Taiwan, Uruguay, Uzbekistan, Venezuela, and South Africa, all expected to expire on or around September 2038, if granted.
 
o
An additional aspect of the GEN II technology is claimed in an issued U.S. patent and a pending U.S. application, and non-PCT country applications in Argentina, Bangladesh, Bolivia, members of the Gulf Cooperation Council, Pakistan, Taiwan, and Uruguay, all expected to expire on or around June 2039, not including any patent term extension.
 
o
A further additional aspect of the GEN II technology is the subject of a U.S. `application and a PCT application. Any patents that would ultimately grant from these applications would be expected to expire on or around March 2040, not including any patent term extension.
 
o
Another further additional aspect of the GEN II technology is the subject of a U.S. application, a PCT application, and non-PCT country applications in Argentina, Bolivia, Bangladesh, members of the Gulf Cooperation Council, Pakistan, Taiwan, and Uruguay. Any patents that would ultimately grant from these applications would be expected to expire on or around March 2040, not including any patent term extension.
 
Government Regulation and Approvals
 
As we seek to further develop and commercialize our business, we will be subject to extensive and frequently developing federal, state, provincial and local laws and regulations. Compliance with current and future regulations could increase our operational costs.
 
Our operations require various governmental permits and approvals. We are in the process of obtaining all necessary permits and approvals for the operation of our business; however, any of these permits or approvals may be subject to denial, revocation or modification under various circumstances. Additionally, due to the impact of the COVID-19 pandemic, we may experience delays in obtaining such permits or approvals. Failure to obtain or comply with the conditions of permits and approvals or to have the necessary approvals in place may adversely affect our operations and may subject us to penalties. See “Risk Factors” below for additional information.
 
We have received from the European Chemicals Agency a confirmation of registration for our MEG on November 17, 2020, and for our DMT on December 7, 2020. The registration under the Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”) Regulation (EC 1907/2006) confirms that our monomers are of a purity equal to what is currently recognized within Europe and entitles us to manufacture/import the monomers into Europe. It should be noted that MEG and DMT are on the positive list for plastic materials, which means that the two monomers can be used as food contact materials.
 
In addition, as previously disclosed, we are in possession of a legal opinion confirming that our depolymerization technology meets U.S. Food and Drug Administration (“FDA”) requirements to produce suitably pure MEG and DMT for use in food-grade packaging.
 
It should be noted that the levels of monomer purity confirmed by Kemitek’s verification are in line with the data submitted for the REACH registration of our DMT and MEG monomers.
 
Supply Agreements with Global Consumer Brands
 
Consumer brands are seeking a solution to their plastic challenge and they are taking bold action. In the past years we have seen major brands make significant commitments to close the loop on their plastic packaging in two ways, by transitioning their packaging to recyclable materials and by incorporating more recycled content into their packaging. We believe Loop™ PET resin provides the ideal solution for these brands because Loop™ PET resin is recyclable and is made from 100% recycled PET resin with virgin-quality suitable for use in food-grade packaging and polyester fiber.
 
We believe that due to the commitments by large global consumer brands to incorporate more recycled content into their product packaging, the regulatory requirements for minimum recycled content in packaging imposed by governments, the virgin-quality of Loop™ branded PET resin and the marketability of Loop™ PET resin to extoll the sustainability credentials of consumer brands that incorporate Loop™ PET resin, we believe we will be able to sell Loop™ branded PET resin at a premium price relative to virgin and mechanically recycled PET resin.
 
 
7
 
 
In the last years, we have made a number of announcements with some of the world’s leading brands to be supplied from our planned first commercial facility from our joint venture with Indorama Ventures Holdings LP (“Indorama”) in Spartanburg, South Carolina, including:
 
Multi-year supply agreement with Danone SA, one of the world’s leading global food and beverage companies. Danone will purchase 100% sustainable and upcycled Loop™ branded PET for use in brands across its portfolio including evian®, Danone’s iconic natural spring water;
 
Multi-year supply agreement with PepsiCo, one of the largest purchasers of recycled PET plastic, enabling PepsiCo to purchase production capacity and incorporate Loop™ PET resin into its product packaging;
 
Multi-year supply agreement with L’OCCITANE en Provence to supply 100% recycled and sustainable Loop™ PET resin and incorporate Loop™ PET resin into its product packaging; and
 
Multi-year supply agreement with L’Oréal Group, the global leader in the beauty industry, enabling L’Oréal Group to purchase production capacity and incorporate Loop™ PET resin into its product packaging.
 
Turning Waste into Feedstock
 
We use waste PET plastic and polyester fiber as feedstock. Our technology can use PET plastic bottles and packaging of any color, transparency or condition, carpet, clothing and other polyester textiles that may contain colors, dyes or additives, and even PET plastics that have been recovered from the ocean and degraded by exposure to sun and salt. We believe that our ability to use many materials that mechanical recyclers cannot use is an important advantage of Loop™ PET resin over mechanically recycled PET resin. This also means we are creating a new market for materials that have persistently been leaking out of the waste management system and into our shared rivers, oceans and natural areas.
 
In conjunction with the partners with whom we are developing facilities, we are identifying the availability of feedstock to ensure such planned facilities can operate continuously at planned scale. We have identified the sources required for our first joint venture facility with Indorama and we will be focusing on signing supply agreements to secure this feedstock for the long term when the activities of the joint venture resume.
 
We, along with certain of our strategic partners, are also studying certain markets in the United States, Canada, and the European Union to help us evaluate the size and location of future facilities.
 
Commercialization Progress
 
During the nine months ended November 30, 2020, we continued executing our corporate strategy where Loop Industries focused on developing two distinct business models for the commercialization of Loop™ PET resin: 1) from our joint venture with Indorama, and 2) from Infinite LoopTM, our fully integrated waste to PET resin manufacturing technology.
 
In September 2018 we announced a joint venture with Indorama to retrofit their existing PET manufacturing facilities. The joint venture was formed with the objective to manufacture and commercialize sustainable Loop™ PET resin to meet the growing global demand from beverage and consumer packaged goods companies. This partnership brings together Indorama’s manufacturing footprint and Loop Industries’ proprietary technology to become a supplier of 100% sustainable and recycled PET resin.
 
We entered into a Joint Venture Agreement with Indorama through our wholly-owned subsidiary Loop Innovations, LLC, a Delaware limited liability company. Each company has 50/50 equity interest in ILT, which was specifically formed to operate and execute the joint venture. We are contributing to the 50/50 joint venture an exclusive world-wide royalty-free license to use its proprietary technology to produce 100% sustainably produced PET resin in addition to our equity cash contribution. The Joint Venture Agreement details the establishment of an initial 20,700 metric tons per year facility in Spartanburg, South Carolina, in the southeastern United States. As disclosed in our Quarterly Report on Form 10-Q for the period ended August 31, 2019, the joint venture decided to increase the capacity of the planned Spartanburg plant due to customer demand to 40,000 metric tons per year.
 
We have currently contracted for the sale of approximately 15,000 metric tons, which represents almost 40% of the planned capacity, of the expected output of the Spartanburg facility and we will resume discussions for the remaining volume once we have more visibility on the commissioning date of the facility, although we have had and may continue to experience delays as noted under the “Risk Factors”. As part of the Joint Venture Agreement to establish the facility to produce 40,000 metric tons, we are committed to contribute our equity share for the costs under the joint venture agreement to construct the facility. During the nine-month period ended November 30, 2020, we made a contribution of $650,000 and as at November 30, 2020, we have contributed a total of $1,500,000 to the joint venture.
 
 
8
 
 
The joint venture made a decision over the summer that due to the COVID-19 situation it would temporarily delay work on the project. Since then, no expenditures have been incurred by the joint venture. In order to move forward more expeditiously with the Spartanburg facility, Loop is exploring joint venture structures and financing alternatives with Indorama to possibly increase its equity participation in the project.
 
The continued travel restrictions and quarantine requirements between Canada and the US continued to cause disruptions in our timetable. The joint venture is planning to gradually resume certain activities on the project in the first quarter of calendar 2021.
 
The Infinite LoopTM manufacturing technology is the key pillar of our commercialization blueprint. We believe our technology is at the forefront of the global transition away from fossil fuels and petrochemicals and into the circular economy, where PET plastic and polyester fiber are produced from 100% recycled content. The Infinite Loop™ technology is being engineered to support the commitment of global consumer brands to achieve a high level of recycled content in packaging. Infinite Loop™ facilities could be located near large urban centers where more plastic is being consumed and therefore more waste plastic feedstock is likely available.
 
Our objective is to achieve global expansion of the technology through a mix of fully owned facilities, partnerships, and licensing agreements. We believe that industrial companies, which today are not in the business of manufacturing PET resin, will view Infinite Loop™ as a growth opportunity, which offers attractive economic returns either as Loop manufacturing partners or as licensees of the technology.
 
Following a careful evaluation of alternative PET polymerization technologies and our engineering requirements for the development of Infinite LoopTM, we decided not to move forward with our global alliance agreement with ThyssenKrupp Industrial Solutions’ division, Uhde Inventa-Fischer for the use of their PET polymerization technology and engineering services.
 
On September 2, 2020, we entered into a know-how and engineering agreement (the “Chemtex Agreement”) with Chemtex Global Corporation (“Chemtex”) to license the PET plastic and polyester polymer for fiber manufacturing know-how of INVISTA’s technology and licensing group, INVISTA Performance Technologies (IPT) (“INVISTA”). The total value of the Chemtex Agreement is $4,300,000 and covers the know-how and design of two Infinite Loop™ facilities. Payment terms are based on the completion of certain milestones and total $2,150,000 for each facility. During the three and nine months ended November 30, 2020, $500,000 was paid by the Company.
 
During this quarter, we continued to focus on the completion of the Infinite LoopTM engineering design including the integration of our depolymerization process with INVISTA’s polymerization with the assistance of Worley Group Inc. (“Worley”), a leading global engineering, procurement and construction company. We expect Worley may also play a role in the deployment of Loop’s Infinite LoopTM PET manufacturing facilities.
 
We announced on September 10, 2020 a strategic partnership with SUEZ GROUPE (“Suez”), with the objective to build the first Infinite Loop™ manufacturing facility in Europe. With the combination of the Infinite LoopTM technology and the resource management expertise of Suez, this partnership seeks to respond to growth in demand in Europe from global beverage and consumer goods brand companies who we believe are committed to aggressive targets for a high level of recycled content in their products. We, together with Suez, have initiated the work to enable us to make a final investment decision for the project with the current priorities being on the site selection, permitting, and feedstock requirements.
 
The Company is in the planning phase for an Infinite LoopTM manufacturing facility in the province of Québec. As part of this process, subsequent to the end of the quarter, the Company signed a purchase option to acquire approximately 2,000,000 square feet of land in Bécancour, Québec for a purchase price of approximately $1,300,000. The option is for 2 years and carries with it an annual cost of $80,000 which will be credited against the purchase price if the land is acquired.
 
In addition to the capital requirements for our commercialization we plan to continue to allocate available capital to strengthen our intellectual property portfolio, build a core competency in managing strategic relationships and continue enhancing our brand value. Our research and development innovation hub in Terrebonne, Québec, Canada will continue to push forward the development of our technology.
 
Employees
  
We are investing in building a management team to integrate best in class processes and practices while maintaining our entrepreneurial culture. On March 9, 2020, we hired Mr. Stephen Champagne as Chief Technology Officer. Ms. Sheila Morin was hired as Chief Marketing Officer on September 21, 2020 and resigned from her position on December 17, 2020. On January 11, 2021, Mr. Yves Perron was hired as the Company’s Vice-President, Engineering and Construction.
 
In addition, on October 6, 2020, the Company retained the services of Mr. Laurent Auguste in an advisory capacity to oversee all the Company’s European activities.
 
As of November 30, 2020, we had 61 employees of which 28 work in research and development and 20 in engineering and operations.
 
 
9
 
 
Results of Operations
 
The following table summarizes our operating results for the three-month periods ended November 30, 2020 and 2019, in U.S. Dollars.
 
 
 
Three Months Ended November 30
 
 
 
2020
 
 
       2019 
 
 
$ Change
 
Revenues
 $- 
 $- 
 $- 
 
 
 
    
    
    
Operating expenses
    
    
    
Research and development
    
    
    
   Stock-based compensation
  350,393 
  311,353 
  39,040 
   Other research and development
  5,923,890 
  966,819 
  4,957,071 
       Total research and development
  6,274,283 
  1,278,172 
  4,996,111 
 
    
    
    
General and administrative
    
    
    
   Stock-based compensation
  546,601 
  565,440 
  (18,839)
   Other general and administrative
  2,177,415 
  1,260,373 
  917,014 
       Total general and administrative
  2,724,016 
  1,825,813 
  898,203