Cover
Cover | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 40-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2021 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-40875 |
Entity Registrant Name | NUVEI CORPORATION |
Entity Incorporation, State or Country Code | Z4 |
Entity Tax Identification Number | 48-1298435 |
Entity Address, Address Line One | 1100 René-Lévesque Boulevard West |
Entity Address, Address Line Two | Suite 900 |
Entity Address, City or Town | Montreal |
Entity Address, State or Province | QC |
Entity Address, Postal Zip Code | H3B 4N4 |
City Area Code | 514 |
Local Phone Number | 313-1190 |
Title of 12(b) Security | Subordinate Voting Shares |
Trading Symbol | NVEI |
Security Exchange Name | NASDAQ |
Annual Information Form | true |
Audited Annual Financial Statements | true |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Emerging Growth Company | false |
ICFR Auditor Attestation Flag | false |
Entity Central Index Key | 0001765159 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Subordinate Voting Shares | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 66,929,432 |
Multiple Voting Shares | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 76,064,619 |
Business Contact | |
Document Information [Line Items] | |
Contact Personnel Name | Nuvei Technologies Inc. |
Entity Address, Address Line One | 1375 N Scottsdale Rd |
Entity Address, Address Line Two | Ste 400 |
Entity Address, City or Town | Scottsdale |
Entity Address, State or Province | AZ |
Entity Address, Postal Zip Code | 85257 |
City Area Code | 480 |
Local Phone Number | 285-2000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Montréal, Canada |
Auditor Firm ID | 271 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position (Statement) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 748,576 | $ 180,722 |
Trade and other receivables | 39,262 | 32,055 |
Inventory | 1,277 | 80 |
Prepaid expenses | 8,483 | 4,727 |
Income taxes receivable | 3,702 | 6,690 |
Current portion | 3,104 | 8,520 |
Current portion of contract assets | 1,354 | 1,587 |
Total current assets before segregated funds | 805,758 | 234,381 |
Segregated funds | 720,874 | 443,394 |
Total current assets | 1,526,632 | 677,775 |
Non-current assets | ||
Long-term portion | 13,676 | 38,478 |
Property and equipment | 18,856 | 16,537 |
Intangible assets | 747,600 | 524,232 |
Goodwill | 1,126,768 | 969,820 |
Deferred tax assets | 13,036 | 3,785 |
Contract assets | 1,091 | 1,300 |
Processor deposits | 4,788 | 13,898 |
Other non-current assets | 3,023 | 1,944 |
Total Assets | 3,455,470 | 2,247,769 |
Current liabilities | ||
Trade and other payables | 101,848 | 64,779 |
Income taxes payable | 13,478 | 7,558 |
Current portion of loans and borrowings | 7,349 | 2,527 |
Other current liabilities | 13,226 | 7,132 |
Total current liabilities before due to merchants | 135,901 | 81,996 |
Due to merchants | 720,874 | 443,394 |
Total current liabilities | 856,775 | 525,390 |
Non-current liabilities | ||
Loans and borrowings | 501,246 | 212,726 |
Deferred tax liabilities | 71,100 | 50,105 |
Other non-current liabilities | 4,509 | 1,659 |
Total Liabilities | 1,433,630 | 789,880 |
Equity | ||
Share capital | 2,057,105 | 1,625,785 |
Contributed surplus | 69,943 | 11,966 |
Deficit | (108,749) | (211,042) |
Accumulated other comprehensive income (loss) | (8,561) | 22,470 |
Equity attributable to shareholders | 2,009,738 | 1,449,179 |
Non-controlling interest | 12,102 | 8,710 |
Total Equity | 2,021,840 | 1,457,889 |
Total Liabilities and Equity | $ 3,455,470 | $ 2,247,769 |
Consolidated Statements of Prof
Consolidated Statements of Profit or Loss and Comprehensive Income or loss (Statement) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | ||
Revenue | $ 724,526 | $ 376,226 |
Cost of revenue | 147,755 | 69,255 |
Gross profit | 576,771 | 306,971 |
Selling, general and administrative expenses | 431,303 | 234,972 |
Operating profit | 145,468 | 71,999 |
Finance income | (2,859) | (5,427) |
Finance costs | 16,879 | 159,091 |
Net finance costs | 14,020 | 153,664 |
Loss (gain) on foreign currency exchange | (513) | 18,918 |
Income (loss) before income tax | 131,961 | (100,583) |
Income tax expense | 24,916 | 3,087 |
Net income (loss) | 107,045 | (103,670) |
Other comprehensive income (loss) | ||
Foreign operations – foreign currency translation differences | (31,031) | 32,855 |
Comprehensive income (loss) | 76,014 | (70,815) |
Net income (loss) attributable to: | ||
Common shareholders of the Company | 102,293 | (106,230) |
Non-controlling interest | 4,752 | 2,560 |
Net income (loss) | 107,045 | (103,670) |
Comprehensive income (loss) attributable to: | ||
Common shareholders of the Company | 71,262 | (73,375) |
Non-controlling interest | 4,752 | 2,560 |
Comprehensive income (loss) | $ 76,014 | $ (70,815) |
Net income (loss) per share | ||
Basic earnings (loss) per share (in dollars per share) | $ 0.73 | $ (1.08) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.71 | $ (1.08) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Statement) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flow from operating activities | ||
Net income (loss) | $ 107,045,000 | $ (103,670,000) |
Adjustments for: | ||
Depreciation of property and equipment | 5,811,000 | 5,121,000 |
Amortization of intangible assets | 85,017,000 | 64,552,000 |
Amortization of contract assets | 2,180,000 | 2,114,000 |
Share-based payments | 53,180,000 | 10,407,000 |
Net finance costs | 14,020,000 | 153,664,000 |
Loss (gain) on foreign currency exchange | (513,000) | 18,918,000 |
Income tax expense | 24,916,000 | 3,087,000 |
Write-down of inventory to net realizable value | 0 | 513,000 |
Impairment on disposal of a subsidiary | 0 | 338,000 |
Changes in non-cash working capital items | 21,604,000 | (2,281,000) |
Interest paid | (14,351,000) | (43,788,000) |
Income taxes paid | (32,052,000) | (14,223,000) |
Cash flow from operating activities | 266,857,000 | 94,752,000 |
Cash flow used in investing activities | ||
Business acquisitions, net of cash acquired | (387,654,000) | (67,537,000) |
Proceeds from the sale of a subsidiary, net of cash | 0 | 19,045,000 |
Decrease (increase) in other non-current assets | 10,525,000 | (1,683,000) |
Net decrease in advances to third parties | 9,190,000 | 9,401,000 |
Acquisition of property and equipment | (5,728,000) | (3,395,000) |
Acquisition of intangible assets | (21,441,000) | (14,448,000) |
Cash flow used in investing activities | (395,108,000) | (58,617,000) |
Cash flow from financing activities | ||
Proceeds from loans and borrowings | 300,000,000 | 110,000,000 |
Transaction costs related to loans and borrowings | (5,529,000) | (3,380,000) |
Proceeds from exercise of stock options | 8,994,000 | 0 |
Proceeds from issuance of shares | 424,833,000 | 758,597,000 |
Transaction costs from issuance of shares | (15,709,000) | (42,966,000) |
Repayment of loans and borrowings | (2,560,000) | (642,786,000) |
Payment of lease liabilities | (2,594,000) | (2,439,000) |
Dividend paid by subsidiary to non-controlling interest | (1,360,000) | (940,000) |
Repayment of convertible debentures from shareholders | 0 | (93,384,000) |
Cash flow from financing activities | 706,075,000 | 82,702,000 |
Effect of movements in exchange rates on cash | (9,970,000) | 1,813,000 |
Net increase in cash | 567,854,000 | 120,650,000 |
Cash – Beginning of Year | 180,722,000 | 60,072,000 |
Cash – End of Year | $ 748,576,000 | $ 180,722,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Statement) - USD ($) $ in Thousands | Total | Share capital | Contributed surplus | Deficit | Accumulated other comprehensive income (loss) | Non- Controlling interest |
Equity at beginning of period at Dec. 31, 2019 | $ 344,019 | $ 450,523 | $ 1,603 | $ (104,812) | $ (10,385) | $ 7,090 |
Share issuance | 1,175,066 | 1,175,066 | ||||
Share redemption | (1) | (1) | ||||
Exercise of stock options | 153 | 197 | (44) | |||
Equity-settled share-based payments | 10,407 | 10,407 | ||||
Dividend paid by subsidiary to non-controlling interest | (940) | (940) | ||||
Net income and comprehensive income | (70,815) | (106,230) | 32,855 | 2,560 | ||
Equity at end of period at Dec. 31, 2020 | 1,457,889 | 1,625,785 | 11,966 | (211,042) | 22,470 | 8,710 |
Share issuance | 419,609 | 419,609 | ||||
Exercise of stock options | 8,994 | 11,711 | (2,717) | |||
Equity-settled share-based payments | 53,180 | 53,180 | ||||
Tax effect - equity-settled share-based payments | 7,514 | 7,514 | ||||
Dividend paid by subsidiary to non-controlling interest | (1,360) | (1,360) | ||||
Net income and comprehensive income | 76,014 | 102,293 | (31,031) | 4,752 | ||
Equity at end of period at Dec. 31, 2021 | $ 2,021,840 | $ 2,057,105 | $ 69,943 | $ (108,749) | $ (8,561) | $ 12,102 |
Reporting entity
Reporting entity | 12 Months Ended |
Dec. 31, 2021 | |
Reporting Entity [Abstract] | |
Reporting entity | 1. Reporting entity Nuvei Corporation (“Nuvei” or the “Company”) is a global payment company providing payment solution to businesses across North America, Europe, Middle East and Africa, Latin America and Asia Pacific and is domiciled in Canada with its registered office located at 1100 René-Lévesque Blvd., 9th floor, Montreal, Quebec, Canada. Nuvei is the ultimate parent of the group and was incorporated on September 1, 2017 under the Canada Business Corporations Act (“CBCA”). On September 22, 2020, the Company completed its Canadian initial public offering on the Toronto Stock Exchange ("TSX", "TSX listing"). The Company’s Subordinate Voting Shares are listed on the TSX under the symbol “NVEI”. On October 6, 2021, the Company completed its public offering on the Nasdaq Global Select Market ("Nasdaq", "Nasdaq listing"), under the symbol "NVEI". Following the Nasdaq listing, on October 13, 2021, Nuvei voluntarily delisted its "NVEI.U" US dollar ticker on the TSX. Nuvei's Subordinate Voting Shares continue to trade on the TSX in Canadian dollars under the symbol "NVEI". |
Basis of preparation and consol
Basis of preparation and consolidation | 12 Months Ended |
Dec. 31, 2021 | |
Basis Of Preparation And Consolidation [Abstract] | |
Basis of preparation and consolidation | 2. Basis of preparation and consolidation Statement of compliance These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The consolidated financial statements as at and for the years ended December 31, 2021 and 2020 were authorized for issue by the Company’s Board of Directors on March 7, 2022. Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except for: • Advances to third parties (note 7), contingent considerations and put option liability (note 11), and investments, which are measured at fair value; and • Share-based compensation transactions, which are measured pursuant to IFRS 2, Share-based Payment (note 17). Operating segments The Company has one reportable segment for the provision of payment technology solutions to merchants and partners in North America, Europe, Middle East and Africa, Latin America and Asia Pacific. Use of estimates, judgments and assumptions The preparation of these consolidated financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates, judgments and assumptions. Judgments Critical judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements include the following: Revenue recognition (note 3) The identification of revenue-generating contracts with customers, the identification of performance obligations, the determination of the transaction price and allocations between identified performance obligations, the use of appropriate revenue recognition method for each performance obligation and the measure of progress for performance obligations satisfied over time are the main aspects of the revenue recognition process, all of which require the exercise of judgment and use of assumptions. In addition, the Company has applied judgment in assessing the principal versus agent considerations for its transaction and processing services. Determining the fair value of identifiable intangible assets following a business combination (note 4) The Company uses valuation techniques to determine the fair value of identifiable intangible assets acquired in a business combination, which are generally based on a forecast of total expected future net discounted cash flows. These valuations are linked closely to the assumptions made by management regarding the future performance of the related assets and the discount rate applied as it would be assumed by a market participant. Expense recognition of share-based payments with performance conditions (note 17) The expense recognized for share-based payments for which the performance conditions have not yet been met is based on an estimation of the probability of achieving the performance conditions and the timing of their achievement, which is difficult to predict. The final expense is only determinable when the outcome is known. Assumptions and estimation uncertainties Assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year include the following: • Estimating the recoverable amount of goodwill (note 9); • Estimating the provision for losses on merchant accounts (note 11); • Estimating the fair value of share-based payment transactions (note 17); • Estimating the recoverable amount of tax balances for recognition of tax assets (note 18); and • Estimating the fair value of financial instruments carried at fair market value and considered level 3 measurement (note 22). COVID-19 impact on judgments, assumptions and estimation uncertainties The COVID-19 pandemic has disrupted the economy and put unprecedented strains on governments, health care systems, businesses and individuals around the world. The impact and duration of the COVID-19 pandemic are difficult to assess or predict. The spread of COVID-19 has caused us to modify our business practices to help minimize the risk of the virus to our employees, our partners, our merchants and their customers, and the communities in which we do business. The negative impact of the COVID-19 pandemic on our business and the consolidated financial statements for the years ended December 31, 2021 and 2020 has been limited. There continues to be uncertainty regarding the overall severity, extent and duration of the COVID-19 pandemic, including the emergence of variant strains such as Delta and Omicron and the ability to control resurgences worldwide, making it difficult to assess the future impact on our employees, partners, merchants and their customers, the end markets we serve and the resulting effect on our business and operations, both in the short term and in the long term. The extent and continued impact of the COVID-19 pandemic on our business will depend on certain future developments, including: the duration and spread of the outbreak; government responses to the pandemic; delays in vaccine rollout; the effectiveness of vaccines against the virus and its mutations; the impact on our customers and our sales cycles; the impact on customer, industry or employee events; the impact on economic activity and domestic and international trade; and the effect on our partners, merchants and their customers, third-party service providers, customers and supply chains, all of which are uncertain and cannot be predicted. Accordingly, there is a higher level of uncertainty with respect to management’s judgments, assumptions and estimates. Reclassification of comparative information In the first quarter of 2021, certain comparative figures related to foreign currency exchange gains or losses have been reclassified to conform with the presentation for the current year. For the year ended December 31, 2020, a foreign currency exchange loss of $11,020, which had previously been classified in net finance costs and a foreign currency exchange loss of $7,898 previously classified within Selling, general and administrative expenses (“SG&A”) were reclassified as an aggregate amount within Loss (gain) on foreign currency exchange in the consolidated statement of profit or loss. The cash flow from operating activities was reclassified to align with this presentation with no impact on the total cash flow from operating activities. These reclassifications resulted in a revision to operating profit for the year ended December 31, 2020 from $64,101 as previously reported, to $71,999 but had no impact on net income or net income per share. The Company believes this presentation provides more relevant information on the total foreign currency exchange amounts incurred during the reporting period, and provides better comparability of SG&A expenses and net finance costs in the consolidated statement of profit or loss. Certain others comparative figures have been reclassified to conform to the current year's presentation. |
Significant accounting policies
Significant accounting policies and new accounting standards | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Significant Accounting Policies [Abstract] | |
Significant accounting policies and new accounting standards | 3. Significant accounting policies and new accounting standards The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by the Company’s subsidiaries, unless otherwise indicated. Foreign currency Functional and presentation currency These consolidated financial statements are presented in US dollars, which is also the Company’s functional currency. Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of entities of the Company at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are recognized in profit or loss. Foreign operations The assets and liabilities of foreign operations whose functional currency is not the US dollar, including goodwill and fair value adjustments arising on acquisition, are translated to US dollars at the exchange rates at the reporting date. The revenue and expenses of foreign operations are translated into US dollars at the average exchange rate for the period. Foreign currency differences are recognized in other comprehensive income (loss) in the cumulative translation reserve (accumulated other comprehensive income (loss)), except to the extent that the translation difference is allocated to the non-controlling interest. Business combinations Business combinations are accounted for using the acquisition method at the acquisition date. The consideration transferred for the acquisition of a business is the fair value of the assets transferred, and any liability and equity interests issued by the Company on the date control of the acquired company is obtained. The consideration transferred includes the fair value of any asset or a liability resulting from a contingent consideration arrangement. Contingent consideration is subsequently remeasured at fair value, with any resulting gain or loss recognized and included in the consolidated statements of profit or loss and comprehensive income or loss. Contingent consideration that is payable contingent upon key employees’ continued employment with the Company is expensed over the service period. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are generally measured initially at their fair values at the acquisition date. The Company measures goodwill as the fair value for the consideration transferred including the recognized amount of any non controlling interest in the acquiree, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at the acquisition date. If this consideration is lower than the fair value of the net assets of the business acquired, the difference is recognized immediately in the consolidated statements of profit or loss and comprehensive income or loss as a gain from a bargain purchase. To estimate the fair value of the intangible assets, management uses the excess earnings method to value partner and merchant relationships and the royalty relief method to value technologies using discounted cash flow models. Management developed assumptions related to revenue and gross margin forecasts, partner and merchant attrition rates, royalty rates and discount rates. If the final purchase price allocation for a business combination is incomplete, the Company reports provisional amounts for the items for which the accounting is incomplete. Provisional amounts are adjusted during the measurement period to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amount recognized at that date. The measurement period is the period from the acquisition date to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year. Transaction costs, other than those associated with the issue of debt or equity securities, and other direct costs of a business combination are not considered part of the business acquisition transaction and are expensed as incurred and recorded under selling, general and administrative expenses in the consolidated statement of profit or loss and comprehensive income or loss. Basis of consolidation Subsidiaries Subsidiaries are all entities over which the Company has control. Control exists when the Company is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through the power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The Company’s principal subsidiaries, their jurisdiction of incorporation and the Company’s percentage ownership share of each are as follows: Subsidiary Jurisdiction of Ownership Loan Payment Pro ("LPP") United States 60% Nuvei Commerce LLC (formerly known as "Base Commerce Acquisition Company, LLC") United States 100% Nuvei Consulting Services Ltd. (Fomerly known as "SafeCharge (Israel) Ltd.") Israel 100% Nuvei International Group Limited (formerly known as "SafeCharge International Group Limited") Guernsey 100% Nuvei Ltd. (formerly known "SafeCharge Digital Limited") Cyprus 100% Nuvei Technologies Corp. Canada 100% Nuvei Technologies Inc. United States 100% Nuvei Technology & Services B.V. (formerly known as "Smart2Pay Technology & Services B.V.") Netherlands 100% Nuvei US LLC (formerly known as "Mazooma US Inc.") United States 100% SimplexCC Ltd. Israel 100% Non-controlling interest In the case of a business combination involving less than 100% of ownership interests, a non-controlling interest is measured either at fair value or at the non-controlling interest’s share of the identifiable net assets of the acquiree. The basis of measurement is determined on a transaction-by-transaction basis. Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Transactions eliminated on consolidation Intercompany balances and transactions, and any unrealized revenue and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements. Revenue from contracts with customers Performance obligations and revenue recognition policies Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for these goods and services. The following describes the nature and timing of the satisfaction of performance obligation in contracts with customers, including significant payment terms, and the related revenue recognition policies. Merchant transaction and processing services Revenue from the Company’s merchant transaction and processing services revenues are derived primarily from e-commerce and retail point of-sale payment processing services, and stem from relationships with individual merchants. Additionally, transaction and processing services revenues stem from contracts with financial institutions and other merchant acquirers. The contracts stipulate the types of services and set forth how fees will be incurred and calculated. Merchant transaction and processing services revenues are generated from processing electronic payment transactions for merchants. The Company’s transaction and processing revenues primarily comprise (a) fees calculated based on a percentage of monetary value of transactions processed; (b) fees calculated based on number of transactions processed; (c) service fees; or (d) some combination thereof that are associated with transaction and processing services. The Company’s promise to its customers is to stand ready to process transactions the customer requests on a daily basis over the contract term. The Company has determined that the merchant transaction and processing services represent a stand-ready series of distinct days of service that are substantially the same and have the same pattern of transfer to the customer. As a result, the Company has determined that merchant arrangements for transaction and processing services represent one performance obligation. Substantially all of the Company’s revenues are recognized over time as a daily series over the term of the contracts. To provide the transaction and processing services, the Company routes and clears each transaction, and obtains authorization for the transaction and requests funds settlement from the card issuing financial institution, through the applicable payment network. When third parties are involved in the transfer of goods or services to a customer, the Company considers the nature of each specific promised good or service and applies judgment to determine whether it controls the good or service before it is transferred to a customer or whether it is acting as an agent of the third party. To determine whether or not it controls the good or service before it is transferred to the customer, the Company assesses a number of indicators including whether it or the third party is primarily responsible for fulfillment and which party has discretion in determining pricing for the good or service. Based on the Company’s assessment of these indicators, it has concluded that its promise to the customer to provide transaction and processing services is distinct from the services provided by the card issuing financial institutions and payment networks in connection with payment transactions. When the Company does not have the ability to direct the use of and obtain substantially all of the benefits of the services provided by the card issuing financial institutions and payment networks before these services are transferred to the customer, and on that basis, it does not control these services prior to being transferred to the customer, the Company presents revenues net of the interchange fees charged by the card issuing financial institutions and the fees charged by the payment networks. In all other instances, the transaction and processing services revenue is reported on a gross basis, as the Company has determined it is the principal in the arrangement. Since the timing and quantity of transactions to be processed by the Company is not determinable in advance, and the consideration received is contingent upon the customers’ uses (e.g. a percentage of the transaction value or a fixed fee per transaction, number of payment transactions processed, or number of cards on file), the total transaction price is variable. The Company has determined that the performance obligation to provide merchant transaction and processing services meets the allocation of variable consideration exception criteria in that (a) the terms of the variable payment relate specifically to the entity’s efforts to satisfy the performance obligation or transfer the distinct service and (b) allocating the variable amount of consideration entirely to the performance obligation or the distinct good or service is consistent with the allocation objective when considering all of the performance obligations and payment terms in the contract. As a result, the Company allocates and recognizes variable consideration in the period it has the contractual right to invoice the customer. Other revenues The Company may sell hardware (“point-of-sale equipment”) as part of its contracts with customers. Hardware consists of terminals or gateway devices. The Company does not manufacture hardware but purchases hardware from third-party vendors and holds the hardware in inventory until purchased by a customer. The Company accounts for sales of hardware as a separate performance obligation and recognizes the revenue at its stand-alone selling price when a customer obtains control of the hardware, which is generally when the hardware is shipped. Segregated funds and due to merchants Segregated funds represent amounts held in segregated bank accounts, which are held on behalf of merchants where the Company is in the flow of funds in the settlement transaction cycle. A corresponding liability (due to merchants) is recognized for the amounts to be settled to merchants. The segregated bank accounts are held with the Company’s banks and are segregated from operating funds. Both the segregated funds and the due to merchants are derecognized when the transaction is settled. Contract assets Contract assets consist of costs to obtain contracts with customers, including employee sales commissions and fees to third party agents. At contract inception, the Company capitalizes such costs that it expects to recover and that would not have been incurred if the contract had not been obtained. Consistent with the basis of transfer of the processing services to the customer, contract assets are amortized on a straight-line basis, over the expected period of contract benefit (ranging from three Inventory Inventory consists of point-of-sale terminals and is measured at the lower of cost and net realizable value. Cost includes purchase, conversion and other costs incurred in bringing the inventories to their present location and condition. Cost is determined using the first-in, first-out method. Net realizable value is defined as the estimated selling price in the ordinary course of business, less selling expenses. Property and equipment Recognition and measurement Property and equipment are recorded at cost, less accumulated depreciation and accumulated impairment losses. If significant parts of an item of property and equipment have different useful lives, then they are accounted for as separate items (major components) of property and equipment. Depreciation Depreciation is calculated to write off the cost of items of property and equipment less their estimated residual values using the straight-line method over their estimated useful lives and is recognized in profit or loss as follows: Assets Period Terminals 3 to 5 years Computer equipment 3 years Office equipment, furniture and fixtures 5 years Leasehold improvements Lease term Right-of-use assets – Buildings Lease term Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. Intangible assets and goodwill Recognition and measurement Goodwill Goodwill represents the excess of the purchase price over the fair values of the net assets of entities acquired at their respective dates of acquisition. Goodwill is carried at cost less accumulated impairment losses. Research and development of software The Company develops software that is used in providing processing services to customers. Expenditure on research activities is recognized in profit or loss as incurred. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is carried at cost less accumulated amortization and any accumulated impairment losses. Other intangible assets Other intangible assets, including trademarks, technologies and partner and merchant relationships, that are acquired by the Company and have finite useful lives are carried at cost less accumulated amortization and any accumulated impairment losses. Subsequent expenditure Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures are recognized in profit or loss as incurred. Amortization Amortization is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is recognized in profit or loss. Goodwill is not amortized. The estimated useful lives for current and comparative periods are as follows: Assets Period Development costs – Computer software 3 - 5 years Trademarks 3 - 15 years Technologies 3 - 15 years Partner and merchant relationships 5 - 15 years Amortization methods, useful lives and residual values are reviewed at each reporting date and are adjusted if appropriate. Impairment of non-financial assets At each reporting date, the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested for impairment annually as at October 1 and whenever an impairment trigger is identified. For impairment testing purposes, assets that cannot be tested individually are grouped to form the smallest group of assets generating cash inflows that are largely independent of the cash inflows from other assets or groups of assets (“cash-generating units” or “CGUs”). Goodwill is allocated to the CGU or CGU group that is expected to benefit from the synergies resulting from the business combination. Each unit or group of units to which goodwill is allocated is not to be larger than an operating segment. An impairment loss is recognized if the carrying amount of an asset or a CGU exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. Fair value is determined through various valuation techniques including discounted cash flow models, valuation multiples, quoted market values and third party independent appraisals, as considered necessary. To estimate value in use, management estimates future cash flows from each asset or CGU, which are then discounted using a pre-tax discount rate that reflects current market appraisals of the time value of money and of risks of the specific asset. The data used for the impairment tests are directly related to the most recent forecast approved by the Company and are adjusted as needed to exclude the impact of future restructuring and improvements to assets. Impairment losses are recognized in profit and loss. When recognized as CGUs, impairment losses are first allocated to reduce the carrying amount of goodwill allocated to the CGU, and then to reduce the carrying amount of the other assets of the CGU on a pro rata basis on the basis of the carrying amount of each asset in the CGU. Goodwill impairment losses are not reversed. Impairment losses on non-financial assets other than goodwill are assessed at each reporting date for any indications that the loss has decreased or has been eliminated. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is only reversed to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of amortization, if no impairment loss had been recorded. Provisions A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost. A contingent liability is a possible obligation that arises from past events and of which the existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not within the control of the Company; or a present obligation that arises from past events (and therefore exists), but is not recognized because it is not probable that a transfer or use of assets, provision of services or any other transfer of economic benefits will be required to settle the obligation, or the amount of the obligation cannot be estimated reliably. Provision for losses on merchant accounts Disputes between a cardholder and a merchant arise periodically, primarily as a result of their customer dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction amount is refunded to the customer by the card issuing financial institution, but the financial institution is refunded by the Company. The Company then charges back to the merchant the amount refunded to the financial institution. As such, the Company is exposed to credit risk in relation to the merchant since the Company assumes the repayment to the merchant’s customer for the full amount of the transaction even if the merchant has insufficient funds to reimburse the Company. The Company also offers transaction guarantee solutions to certain merchants. A provision for losses on merchant accounts is maintained to absorb unrecoverable chargebacks for merchant transactions that have been previously processed and on which revenues have been recorded. The provision for losses on merchant accounts specifically comprises identifiable provisions for merchant transactions for which losses can be estimated. Management evaluates the risk for such transactions and estimates the loss for disputed transactions based primarily on historical experience and other relevant factors. Management analyzes the adequacy of its provision for losses on merchant accounts in each reporting period. The net charge for the provision for merchant losses is presented in selling, general and administrative expenses in the consolidated statement of profit or loss and comprehensive income or loss. When a transaction guarantee solution is provided in the merchant agreement, the related provision for merchant losses is presented in cost of revenue. Leases At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right of use assets are presented within property and equipment. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. Lease terms range from zero to ten years for facilities. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Company’s incremental borrowing rate unless the interest rate implicit in the lease can be readily determined. Lease payments included in the measurement of the lease liability comprise: • fixed payments, including in-substance fixed payments; • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; • amounts expected to be payable under a residual value guarantee; and • the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. At commencement or on modification of a contract that contains a lease component, the Company has elected not to separate non-lease components and instead to account for the lease and non-lease components as a single lease component. Short-term leases and leases of low-value assets The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases and leases of low-value assets. The Company recognizes the lease payments associated with those leases as an expense on a straight-line basis over the lease term. Financial instruments Recognition and initial measurement Financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. Classification and subsequent measurement Financial instruments are classified into the following specified categories: amortized cost, fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”). The classification depends on the nature and purpose of the financial instrument and is determined at the time of initial recognition. The Company’s financial instruments have been classified as follows: Financial instruments Classification Financial assets Cash Amortized cost Trade and other receivables Amortized cost Segregated funds Amortized cost Advances to third parties FVTPL Processor deposits Amortized cost Investments 1 FVTPL Financial liabilities Trade and other payables Amortized cost Put option liability 2 FVTPL Contingent considerations 3 FVTPL Due to merchants Amortized cost Loans and borrowings Amortized cost 1 Investments are presented as Other non-current assets in the Consolidated Statements of Financial Position 2 Put option liability is presented as Other liabilities in the Consolidated Statements of Financial Position 3 Contingent considerations are presented as Other liabilities in the Consolidated Statements of Financial Position Financial assets classified and measured at amortized cost are initially recorded at fair value plus any directly attributable transaction costs and are subsequently measured using the effective interest method, less any impairment loss if: • The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and • The contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and/or interest. Interest income or expense is recognized by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial. Financial assets that do not meet the above conditions are classified and measured at FVTPL and any transaction costs are expensed as incurred. A financial liability is classified at FVTPL if it is classified as held-for-trading, it is a contingent consideration in a business combination, it is a derivative or it is designated as such on initial recognition. Financial liabilities at fair value are measured at fair value and net gains and losses, including interest expense, are recognized in profit or loss. Derecognition The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expired. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount presented in the consolidated statements of financial position only when the Company has a legal right to set off the amounts and intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously. Impairment of non-derivative financial assets At each reporting date, the Company recognizes loss allowances for expected credit losses (“ECL”) on financial assets carried at amortized cost. The Company’s trade and other receivables are accounts receivable with no financing component and have maturities of less than 12 months, and as such the Company applies the simplified approach for ECLs. As a result, the Company does not track changes in credit risk related to its trade and other receivables, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. For other financial assets subject to impairment, the Company measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs: • debt securities that are determined to have low credit risk at the reporting date; and • other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition. The Company’s approach to ECLs reflects a probability-weighted outcome, the time value of money and reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions. The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk. The Company uses the provision matrix as a practical expedient to measure ECLs on accounts receivable, based on days past due for groupings of receivables with similar loss patterns. Accounts receivable are grouped based on their nature. The provision matrix is based on historical and experience observed loss rates over the expected life of the receivables with merchants and processors, and is adjusted for forward-looking estimates. The Company also considers collection experience and makes estimates regarding collectability based on trends and aging. Share capital Common shares Incremental costs directly attributable to the issuance of common shares are recognized as a deduction from equity, net of tax effects. Prior to the TSX listing on September 22, 2020, certain Class A common shares, Series A, for which a holder had a put option to require the Company to purchase all or part of the common shares at any time at fair value in exchange for cash were classified as financial liabilities. Preferred shares Prior to the TSX listing on September 22, 2020, the Company had preferred shares outstanding. Redeemable preferred shares were classified as financial liabilities because they were redeemable in cash by the holders. Any dividends thereon were recognized as interest expense in profit or loss as they were ac |
Business combinations and dispo
Business combinations and disposals | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about business combination [abstract] | |
Business combinations and disposals | 4. Business combinations and disposals a) Acquisitions Transactions for the year ended December 31, 2021 Base Commerce LLC On January 1, 2021, the Company acquired substantially all of the net assets of Base Commerce LLC (“Base”), a technology-driven payment processing company specializing in bank card and automated clearing house payment processing solutions. The purchase price for this acquisition totaled $92,678 of which $89,674 was paid in cash at closing. The remaining amount consists of a contingent consideration of $3,004 which is contingent upon meeting certain performance metrics. Since the initial purchase price allocation was recognized, contingent consideration has been reduced by $4,000, intangible assets increased by $2,406, trade and other receivables decreased by $1,621 and trade and other payables have increased by $1,695 relating to facts and circumstances that existed at the time of acquisition and those adjustments have been reflected as an adjustment of $3,090 to goodwill. To finance the cash consideration noted above, on December 31, 2020, the Company increased its credit facility by amending its credit agreement to add a term loan of $100,000 (note 12) Base contributed revenues of $53,804 to the Company for the period from the acquisition date to December 31, 2021. Acquisition costs of $268 have been expensed during the year ended December 31, 2021 ($218 in 2020). Mazooma Technical Services Inc. On August 3, 2021, the Company acquired 100% of the shares of Mazooma Technical Services Inc. (“Mazooma”), a North American payments provider with instant bank-to-bank payments for pay-ins and payouts and real time payments for accelerated withdrawals. The purchase price including closing adjustment for this acquisition totaled $68,342 thousands Canadian dollars ($54,503). The initial consideration included a cash amount of $54,063 thousands Canadian dollars ($43,116) and $14,278 thousands Canadian dollars ($11,387) paid with the issuance of 138,522 Subordinate Voting Shares to the sellers, which was based on the quoted price of the Subordinate Voting Shares on the TSX on the closing date. The purchase price also includes a contingent consideration of up to a total maximum consideration, including the initial consideration, of $400,000 thousands Canadian dollars ($316,531). The contingent consideration is subject to meeting certain performance metrics over a three-year period. At the acquisition date, the fair value of the contingent consideration was estimated to be nil. Mazooma contributed revenues of $2,194 to the Company for the period from the acquisition date to December 31, 2021. Acquisition costs of $1,106 have been expensed during the year ended December 31, 2021. SimplexCC Ltd. On September 1, 2021, the Company acquired 100% of the shares of SimplexCC Ltd. (“Simplex”), a payment solution provider to the digital asset industry connecting market participants including exchanges, brokers, wallet and liquidity providers, for a total cash consideration of $290,574 including $40,574 relating to working capital and closing adjustments. Subsequent to the initial purchase price allocation estimate, deferred tax liabilities and income tax payable have been reduced by $1,432 and $689 respectively while a deferred tax asset of $24 was recognized relating to facts and circumstances that existed at the time of acquisition and those adjustments have been reflected as a reduction of $2,145 of goodwill. Simplex contributed revenues of $16,547 to the Company for the period from the acquisition date to December 31, 2021. Acquisition costs of $1,038 have been expensed during the year ended December 31, 2021. Concurrently with the business acquisition, the Company entered into long-term compensation arrangements for retention and future services. These arrangements were recognized separately from the business acquisition and are recorded in selling, general and administrative expenses as the service are rendered. In 2021, an amount of $10,750 was recorded. Paymentez LLC. On September 1, 2021, the Company acquired 100% of the shares of Paymentez LLC (“Paymentez”), a South American payments providers, for a total cash consideration of $24,459. Since the initial purchase price allocation was estimated, certain changes were made to the fair market value of the intangibles acquired resulting in an increase of $1,671 in technology, an increase in $222 in trademarks and a decrease of $880 in partner and merchant relationships, as well as the corresponding impact on the goodwill, representing a decrease of $1,013 . Paymentez contributed revenues of $907 to the Company for the period from the acquisition date to December 31, 2021. Acquisition costs of $351 have been expensed during the year ended December 31, 2021. To support the financing of the Mazooma, Simplex and Paymentez acquisitions noted above, on June 18, 2021, the Company increased its credit facility by amending its credit agreement to add a term loan of $300,000 (note 12). Purchase Price Allocation The following table summarizes the final or preliminary amounts of assets acquired and liabilities assumed at the acquisition date for all acquisitions in the period: Base Mazooma (Preliminary) Simplex Paymentez Total Assets acquired Cash 744 5,369 52,832 1,224 60,169 Segregated funds 122,139 18,506 3,632 94 144,371 Trade and other receivables 6,860 809 3,641 323 11,633 Prepaid expenses 42 238 — — 280 Property and equipment 160 — 428 29 617 Processor deposits 1,385 — — — 1,385 Other non-current assets — — — 1,109 1,109 Intangible assets Trademarks 2,396 — — 222 2,618 Technologies 8,809 22,076 105,435 10,878 147,198 Partner and merchant relationships 47,232 15,158 55,422 4,420 122,232 Goodwill 1 32,109 28,069 103,098 9,196 172,472 Deferred tax assets — — 24 — 24 221,876 90,225 324,512 27,495 664,108 Liabilities assumed — Trade and other payables (7,059) (290) (6,104) (1,287) (14,740) Other current liabilities — (1,763) — — (1,763) Due to merchants (122,139) (18,506) (3,632) (94) (144,371) Income taxes payable — (5,565) (4,678) (156) (10,399) Deferred tax liabilities — (9,598) (19,524) — (29,122) Other non-current liabilities — — — (1,499) (1,499) 92,678 54,503 290,574 24,459 462,214 Total consideration — Cash paid 89,674 43,116 290,574 24,459 447,823 Equity issuance — 11,387 — — 11,387 Contingent consideration 3,004 — — — 3,004 92,678 54,503 290,574 24,459 462,214 1 Goodwill mainly consists of future growth, assembled workforce and expected synergies, which were not recorded separately since they did not meet the recognition criteria for identifiable intangible assets. Goodwill arising from the Base and Paymentez acquisitions is deductible for tax purposes. Transactions for the year ended December 31, 2020 Smart2Pay Technology & Services B.V. On November 2, 2020, the Company acquired Smart2Pay Technology & Services B.V. ("Smart2Pay"), a payment services provider headquartered in the Netherlands. The fair value of the consideration transferred consisted of cash paid of 70,900 thousands Euro ($81,927) and 6,711,923 Subordinate Voting Shares issued from the Company’s treasury at a fair value of $37.95 per share, which is based on the quoted price of the Subordinate Voting Shares on the TSX on the closing date. Smart2Pay contributed revenues of $9,753 and net income of $2,029 to the Company for the period from the acquisition date to December 31, 2020. The net income contribution includes the amortization of identifiable intangible assets acquired. Acquisition costs of $4,044 have been expensed and recorded under selling, general and administrative expenses in the consolidated statement of profit or loss and comprehensive income or loss for the year ended December 31, 2020. Purchase price allocation The following table summarizes the final amounts of assets acquired and liabilities assumed at the acquisition date: Smart2Pay Assets acquired Cash 14,390 Segregated funds 25,534 Trade and other receivables 89 Prepaid expenses 88 Other assets 96 Property and equipment 276 Right-of-use asset 95 Intangible assets: Technologies 63,093 Partner and merchant relationships 103,503 Goodwilll 1 198,439 405,603 Liabilities assumed Trade and other payables (1,026) Due to merchants (25,534) Lease liabilities (97) Income tax payable (631) Deferred tax liabilities (41,650) 336,665 Total consideration Cash paid 81,927 Equity issuance 254,738 Total 336,665 1 Goodwill mainly consists of future growth, expected synergies and assembled workforce, which were not recorded separately since they do not meet the recognition criteria for identifiable intangible assets. Goodwill arising from this acquisition is not deductible for income tax purposes. To finance a portion of the cash consideration noted above, on November 2, 2020, the Company also increased its credit facility (see note 12) by amending its credit agreement to add a term loan of $10,000. b) Disposal of subsidiary In May 2020, the Company disposed of CreditGuard, a wholly owned subsidiary of the Company for $21,108 including adjustments of $1,108. The measurement of the assets and liabilities of CreditGuard at fair value less cost to sell resulted in an impairment of $338 being recognized in selling, general and administrative expenses in the year ended December 31, 2020. Assets and liabilities sold comprise the following: $ Goodwill 7,664 Intangible assets 9,689 Trade and other receivables 1,673 Other assets 1,864 Assets disposed 20,890 Accounts payable and accrued liabilities 779 Other liabilities 728 Liabilities disposed 1,507 Cash proceeds, net of $2,063 in cash 19,045 |
Trade and other receivables
Trade and other receivables | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Trade and other receivables | 5. Trade and other receivables 2021 2020 $ $ Trade receivables 34,765 26,657 Investment tax credits 36 805 Other receivables 4,461 4,593 Total 39,262 32,055 A discussion of the Company’s exposure to credit and market risks and impairment losses for trade receivables is presented in note 21. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Inventory | 6. Inventory For the year ended December 31, 2021, the cost of revenue includes inventory costs of $2,202 (2020 – $2,778) and there was no write-down to net realizable value (2020 – $513). |
Advances to third parties
Advances to third parties | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Advances to third parties | 7. Advances to third parties Advances to third parties comprise the following: 2021 2020 $ $ Advances to a third party independent sales organization 16,616 46,680 Other 164 318 16,780 46,998 Current portion (3,104) (8,520) Long-term portion 13,676 38,478 Commencing in 2018, the Company has entered into various agreements with a single third party independent sales organization to acquire the rights to future cash flows from a portfolio of merchant contracts. In 2021, aggregate cash consideration to acquire rights was nil in 2021 ($3,240 in 2020). Under the agreements, the Company is entitled to receive payments, equivalent to a specified percentage of the processing fee, directly from financial institutions when a merchant uses the payment processing services of the third party independent sales organization. The agreements provide for minimum guaranteed payments for the first three years of the arrangement, which is achieved by the third party independent sales organization providing for merchant replacements in order to meet those minimum guaranteed payments. Subsequent to three years, the portfolio of merchants is fixed, and the cash flows are no longer guaranteed. The Company has accounted for the transaction in two parts: 1) the acquisition of a loan portfolio, which will be settled through merchant residuals over the first three years of the agreement; and 2) a deposit paid on the right to acquire a fixed portfolio of merchant contracts at the end of the third year. Both components of this acquisition are recognized initially at fair value and are subsequently accounted for at FVTPL with the fair value of each unit of account being determined by calculating the present value of the future estimated cash flows over the term of the agreements using an appropriate market discount rate. The future cash flows are estimated based on historical experience and expected attrition using known information as well as current and forecasted economic conditions. At the end of the minimum guarantee period of three years, in accordance with the agreements, these advances to a third party are settled in exchange for a fixed portfolio of merchants contracts. The portfolio of merchant contracts is recognized at the fair value of the advance to a third party on the date of settlement as an intangible asset, under partner and merchant relationships. The movement in the advances to a third party independent sales organization is as follows: 2021 2020 $ $ Balance, beginning of year 46,680 51,175 Interest on advances to a third party 2,568 5,427 Merchant residuals received (9,036) (12,649) Settlement of advances to a third party (23,687) — Acquisition — 3,240 Fair value remeasurement 91 (513) Balance, end of year 16,616 46,680 |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, plant and equipment [abstract] | |
Property and equipment | 8. Property and equipment Note Terminals Computer equipment Office equipment, furniture and fixtures Leasehold improvements Right-of-use Total $ $ $ $ $ Cost Balance as at December 31, 2019 2,378 5,578 1,163 3,584 8,676 21,379 Acquisitions 541 2,725 47 82 3,176 6,571 Disposal — (3,401) (72) (74) — (3,547) Acquisition through business combinations 4 — 164 43 69 95 371 Effect of movements in exchange rates 30 (270) — 4 47 (189) Balance as at December 31, 2020 2,949 4,796 1,181 3,665 11,994 24,585 Acquisitions 649 4,452 374 253 1,747 7,475 Acquisition through business combinations 4 41 446 111 19 — 617 Effect of movements in exchange rates (7) 70 76 (36) 65 168 Balance as at December 31, 2021 3,632 9,764 1,742 3,901 13,806 32,845 Accumulated depreciation Balance as at December 31, 2019 1,109 2,401 196 662 1,739 6,107 Depreciation 556 1,959 159 286 2,161 5,121 Disposal — (3,108) (28) (28) — (3,164) Effect of movement in exchange rates (1) — — — (15) (16) Balance as at December 31, 2020 1,664 1,252 327 920 3,885 8,048 Depreciation 556 2,373 223 341 2,318 5,811 Effect of movement in exchange rates — 100 18 (8) 20 130 Balance as at December 31, 2021 2,220 3,725 568 1,253 6,223 13,989 Carrying amounts At December 31, 2020 1,285 3,544 854 2,745 8,109 16,537 At December 31, 2021 1,412 6,039 1,174 2,648 7,583 18,856 |
Intangible assets and goodwill
Intangible assets and goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets [Abstract] | |
Intangible assets and goodwill | 9. Intangible assets and goodwill a) Intangible assets Note Computer software Trademarks Technologies Partner and merchant relationships Total intangible assets Goodwill $ $ $ $ $ $ Cost Balance as at December 31, 2019 37,030 9,519 196,956 251,228 494,733 768,497 Acquisitions 14,448 — — — 14,448 — Acquisition through business combinations 4 — — 63,093 103,503 166,596 198,439 Disposal (4,183) (196) (3,267) (2,572) (10,218) (7,664) Effect of movements in exchange rates 820 — 3,220 5,173 9,213 10,548 Balance as at December 31, 2020 48,115 9,323 260,002 357,332 674,772 969,820 Acquisitions 25,217 — 95 — 25,312 — Acquisition through business combinations 4 — 2,618 147,198 122,232 272,048 172,472 Settlement of advances to a third party 7 — — — 23,687 23,687 — Effect of movements in exchange rates (178) (6) (4,963) (8,141) (13,288) (15,524) Balance as at December 31, 2021 73,154 11,935 402,332 495,110 982,531 1,126,768 Accumulated amortization Balance as at December 31, 2019 10,473 4,584 9,171 62,125 86,353 — Amortization 10,861 3,216 13,454 37,021 64,552 — Disposal — (54) (182) (143) (379) — Effect of movements in exchange rates — — 1 13 14 — Balance as at December 31, 2020 21,334 7,746 22,444 99,016 150,540 — Amortization 11,976 1,057 22,589 49,395 85,017 — Effect of movements in exchange rates — — (271) (355) (626) — Balance as at December 31, 2021 33,310 8,803 44,762 148,056 234,931 — Carrying amounts At December 31, 2020 26,781 1,577 237,558 258,316 524,232 969,820 At December 31, 2021 39,844 3,132 357,570 347,054 747,600 1,126,768 b) Goodwill impairment test For the years ended December 31, 2021 and 2020, the Company performed its annual impairment test of goodwill. For the purposes of impairment testing, goodwill has been allocated to the Company’s CGUs, which represent the lowest level within the Company at which goodwill is monitored for internal management purposes, as follows: Nuvei 1 Digital 2 Credit Loan Total Notes $ $ $ $ $ Balance as at December 31, 2019 313,560 431,890 7,664 15,383 768,497 Disposal of subsidiary — — (7,664) — (7,664) Acquisitions through business combinations 4 — 198,439 — — 198,439 Effect of movements in exchange rates — 10,548 — — 10,548 Balance as at December 31, 2020 313,560 640,877 — 15,383 969,820 Acquisitions through business combinations 4 60,178 112,294 — — 172,472 Effect of movements in exchange rates — (15,524) — — (15,524) Balance as at December 31, 2021 373,738 737,647 — 15,383 1,126,768 1 Includes the acquisitions of Base and Mazooma (note 4) 2 Includes the acquisitions of Smart2Pay, Simplex and Paymentez (note 4) The Company determined the recoverable amounts of the CGUs based on the fair value less costs of disposal method, estimated using a market approach. The Company concluded that the recoverable amount of the CGUs subject to the annual test was greater than their carrying amount. As such, no impairment charge was recorded during 2021 and 2020. The fair values were based on a multiple applied to forecasted adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) for the next year, which takes into account financial forecasts approved by senior management. The key assumptions for the fair value less costs of disposals method include estimated sales volumes, input costs, and selling, general and administrative expenses in determining future forecasted adjusted EBITDA, as well as the multiple applied to forecasted adjusted EBITDA. The adjusted EBITDA multiple was obtained by using market data for comparable companies. The values assigned to the key assumptions represent management’s assessment of future trends and have been based on historical data from external and internal sources. No reasonably possible change in the key assumptions used in determining the recoverable amount would result in any impairment of goodwill. |
Trade and other payables
Trade and other payables | 12 Months Ended |
Dec. 31, 2021 | |
Trade and other payables [abstract] | |
Trade and other payables | 10. Trade and other payables Trade and other payables comprise the following: 2021 2020 $ $ Trade payables 29,720 20,307 Accrued bonuses and other compensation-related liabilities 30,460 13,541 Sales tax 10,358 6,073 Interest payable 262 1,212 Due to processors 6,497 3,644 Due to merchants not related to segregated funds 14,991 14,823 Other accrued liabilities 9,560 5,179 101,848 64,779 Information about the Company's exposure to currency and liquidity risk is included in note 21. |
Other liabilities
Other liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Other liabilities | 11. Other liabilities a) Other current liabilities Other current liabilities comprise the following: Note 2021 2020 $ $ Provision for losses on merchant accounts 6,265 6,694 Contingent consideration 22 3,004 — LPP put option liability 22 531 — Other 3,426 438 13,226 7,132 The movements in the provision for losses on merchant accounts are as follows: 2021 2020 $ $ Balance – Beginning of year 6,694 3,736 Provision made during the year 2,199 4,342 Provision used or reversed during the year (2,628) (1,384) Balance – End of year 6,265 6,694 b) Other non-current liabilities comprise the following: Note 2021 2020 $ $ LPP put option liability 22 — 1,036 Other 4,509 623 4,509 1,659 |
Loans and borrowings
Loans and borrowings | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Loans and borrowings | 12. Loans and borrowings The terms and conditions of the Company’s loans and borrowings are as follows: December 31, December 31, Notes Facility Carrying Facility Carrying $ $ $ $ Amended and Restated Credit Facility (a), (b) First lien credit facilities Term loan facilities 511,971 500,282 211,971 206,481 Revolving credit facility 385,000 — 100,000 — Total credit facilities 500,282 206,481 Lease liabilities (c) 8,313 8,772 508,595 215,253 Current portion of loans and borrowings (7,349) (2,527) Loans and borrowings 501,246 212,726 Loans and borrowings are presented net of unamortized transaction costs. Transaction costs relating to the issuance of loans and borrowings are amortized over the term of the debt using the effective interest rate method. Information about the Company’s exposure to interest rate, foreign currency and liquidity risks is included in note 21. a) Amended and restated credit facility 2021 On June 18, 2021, the Company renegotiated the terms of its credit facility to reduce the interest rate and increase the total financing capacity available under that facility from $211,971 to $511,971 in the form of term loans and from $100,000 to $350,000 in the form of a revolving facility. Outstanding principal of the term loan will be payable quarterly at an annual rate of 1.00% and the remaining balance will be payable at maturity which remained unchanged at September 28, 2025. The maturity of the revolving facility was extended by one year to September 28, 2024. There was no change to the guarantees and covenants of the credit facility arrangement. This amendment was treated as a debt modification and did not result in any gain or loss on debt modification. Concurrently with the agreement, the company has borrowed $300,000 under the amended term loan facility, which was recorded net of the associated transaction costs of $5,373. i) Loans drawn in US dollars under the First Lien Credit facilities bear interest at the ABR 1 plus 1.50% (December 31, 2020 – 3.00%) or the adjusted eurocurrency 2 rate plus 2.50% (December 31, 2020 – 4.00%). As at December 31, 2021, the outstanding Term loan facilities interest rate was 3.00% (December 31, 2020 – 4.75%). ii) Loans drawn in Canadian dollars under the First Lien Credit facilities bear interest at the Canadian prime rate plus 1.50% or banker’s acceptance rate plus 2.50%. As at December 31, 2021 and December 31, 2020 there was no loan denominated in Canadian dollars. iii) In case the LIBOR is no longer available following the benchmark reform and if the LIBOR is replaced by the Term Secured Overnight Financing Rate (“SOFR”), the LIBOR for the interest computation shall be replaced by the sums of: a) Term SOFR; and b) 0.11% for interest period of one-month, 0.26% for interest period of three months or 0.43% for interest period of six months; or if the LIBOR is replaced by the Daily SOFR, by the sums of: a) Daily simple SOFR; and b) 0.26%. On September 28, 2021 the Company renegotiated the terms of its credit facility to increase the total financing capacity available under the revolving credit facility from $350,000 to $385,000. 2020 In 2020, the net proceeds from the TSX listing were used to reduce loans and borrowing by repaying $615,600 aggregate principal amount of term loans under the first lien credit facilities and second lien credit facility. Due to the partial repayment of the first lien term loan facilities and full repayment of the second lien term loan facility, $24,491 of unamortized transaction costs were recognized as early repayment in finance costs for the year ended December 31, 2020. Also in 2020, the Company modified its amended and restated credit facility to add term loans of $110,000 and to increase its revolving credit facility from $50,000 to $100,000. Additionally, the interest rate associated with the first lien term loan facility was reduced to LIBOR plus 4.00% or Canadian prime rate plus 3.00%, as applicable. This amendment did not result in any gain or loss on debt modification. b) Guarantees and covenants Borrowings under the facilities are secured by all current and future assets of the Company and its existing and future subsidiaries. The continued availability of the first lien credit facilities is subject to the Company’s ability to maintain a total leverage ratio of less than or equal to 7.50 : 1.00 as of December 31, 2021 (8.00 : 1.00 as of December 31, 2020), and with the ratio decreasing year over year every October 1, until it reaches 6.50 : 1.00 for the period after September 30, 2023. The total leverage ratio considers the Company’s consolidated net debt, calculated as long-term debt less unrestricted cash, to consolidated adjusted EBITDA, calculated in accordance with the terms of the agreement. The Company is in compliance with all applicable covenants as at December 31, 2021 and December 31, 2020. As at December 31, 2021, the company had letter of credit facilities issued totalling $46,125 (2020 - $30,100). ___________________ 1 The Alternate Base Rate is defined as a rate per annum equal to the higher of a) Federal funds effective rate + 0.5%; 2 The adjusted Eurocurrency rate is defined as an interest rate per annum equal to the greater of: a) the Eurocurrency rate multiplied by the Statutory Reserve rate and b) 0.50% (2020 – 0.75%). c) Lease Liabilities The Company entered into lease arrangements for the use of office space. The weighted average of incremental borrowing rates used to discount the outstanding leases as at December 31, 2021 was 4.74% (2020 – 4.74%). Amounts recognized in the consolidated statements of profit or loss and comprehensive income or loss relating to lease liabilities are as follow: 2021 2020 $ $ Interest expense on lease liabilities 382 384 Foreign exchange loss (gain) (45) 259 Variable lease payments 1,859 1,891 2,196 2,534 |
Unsecured convertible debenture
Unsecured convertible debentures due to shareholders | 12 Months Ended |
Dec. 31, 2021 | |
Unsecured Convertible Debentures [Abstract] | |
Unsecured convertible debentures due to shareholders | 13. Unsecured convertible debentures due to shareholders In 2020, the TSX listing net proceeds were used to repay in full the principal amount, outstanding original issue discount and accrued interest, on the unsecured convertible debenture due to shareholders in the amount of $93,384. As part of the offering, $30,180 in principal amount and accrued interest on the unsecured convertible debentures was converted into Class A common shares of the Company. The movement in the unsecured convertible debentures due to shareholders is as follows: 2020 $ Balance – Beginning of year 109,022 Interest capitalized on unsecured debentures 15,503 Conversion to Class A common shares, Series C (30,180) Cash repayment (93,384) Other (961) Balance – End of year — |
Share capital
Share capital | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Share Capital, Reserves And Other Equity Interest [Abstract] | |
Share capital | 14. Share capital The Company has authorized the following classes of share capital: ▪ Multiple Voting shares – voting rights at 10 votes per share, entitled to receive dividends on a share‑for‑share basis from time to time as approved by the board, and convertible on a share-for-share basis into subordinate voting share ▪ Subordinate Voting shares – voting rights at 1 vote per share, entitled to receive dividends on a share‑for‑share basis from time to time as approved by the board, non-convertible into any other class of shares ▪ Preferred shares – non-voting, entitled to preference over Subordinate Voting Shares, Multiple Voting Shares and any other shares with respect to payment of dividends and distribution of assets Prior to the TSX listing, the Company had the following classes of share capital authorized: a) Common shares Class A common shares – Voting, right to receive dividends, participating, without par value. The Company was authorized to issue an unlimited number of Class A common shares. There were four series of Class A common shares, with specific features applying to each series discussed below: i. Series A: voting rights at 1.0000001 votes per Class A common share, Series A, could be issued for consideration in cash or property. As per the shareholder agreement, there existed a put option on a portion of the issued and outstanding Class A common shares, Series A. This put option allowed the holder to require that the Company purchase all or a part of the common shares at any time for fair value, in exchange for cash. ii. Series B: voting rights at 1 vote per Class A common share, Series B, could be issued for consideration paid in cash. iii. Series C: voting rights at 1 vote per Class A common share, Series C, could be issued for consideration paid in cash, right to exchange the shares for Class A common shares, Series B at a rate of 1:1. iv. Series D: voting rights at 1.0000002 vote per Class A common share, Series D, could be issued for consideration in cash or property. Class B common shares – Non-voting, right to receive dividends, participating, without par value. The Company was authorized to issue an unlimited number of Class B common shares. b) Preferred shares Class A preferred shares – The Company was authorized to issue 1,000 Class A preferred shares. Non-voting, non-participating, right to exchange as per the provisions of the shareholder agreement for Class A common shares, Series A. As per the shareholder agreement, there existed a put option on all of the issued and outstanding Class A preferred shares in the Company in the event of a sale of the Company. This put option, then exercisable at the discretion of the holder, allowed the holders to receive compensation from other shareholders of the Company. Class B preferred shares – The Company is authorized to issue 89,239,939 Class B preferred shares. Non voting, non-participating, right to exchange as per the provisions of the shareholder agreement for Class A common shares, Series A, B, C, or D, redeemable on demand at the right of the Company and mandatorily redeemable by the Company 10 years from its issuance. Redemption value equal to $1.00 per share plus an amount equal to 15% of the initial value on an annual basis. c) Capital shares in subsidiary (Nuvei Holdings Corporation) A subsidiary of the Company had issued preferred shares directly to shareholders of the Company as part of the shareholder agreement, which were authorized as follows: Class A preferred shares – Non-voting, participating, redeemable on demand at the right of the subsidiary or the shareholder. Redemption value equal to $1.00 per share plus an amount equal to 10% of the initial value on an annual basis. Class B preferred shares – Non-voting, participating, right to exchange as per the provisions of the shareholder agreement for Class B common shares in the subsidiary, redeemable on demand at the right of the subsidiary or the shareholder. Redemption value equal to $1.00 per share plus an amount equal to 10% of the initial value on an annual basis. Class C preferred shares – Non-voting, participating, no right to receive dividends. No shares have been issued. Class D preferred shares – Non-voting, non-participating, redeemable on demand at the option of the Company and mandatorily redeemable by the Company at the earliest of the occurrence of certain types of events or 10 years from its issuance. Redemption value equal to $1.00 per share. The Company has issued the following share capital 2021 The Company issued 1,233,084 Subordinate Voting Shares for a cash consideration of $8,994 during the year ended December 31, 2021 following the exercise of stock options. The Company also issued 138,522 Subordinate Voting Shares as a partial consideration for the Mazooma acquisition (note 4(a)) for a fair value of $11,387. On October 8, 2021, The company issued 3,450,000 Subordinate Voting Shares as part of its US Nasdaq listing. The Company also recognized $16,611 of related share issuance costs. There were 16,183,189 Multiple Voting Shares converted to Subordinate Voting Shares during the year ended December 31, 2021 as a result of two bought deal secondary offerings. There were 76,064,619 Multiple Voting Shares and 66,929,432 Subordinate Voting Shares outstanding as at December 31, 2021. 2020 On November 2, 2020, the Company issued 6,711,923 Subordinate Voting Shares for the acquisition of Smart2Pay (note 4(a)) for a fair value of $254,738. The TSX listing consisted of an offering of 29,171,050 Subordinate Voting Shares issued from treasury, payable on closing of the Offering for aggregate net proceeds to the Company totalling $715,481 after deduction of $42,966 of issuance fees payable by the Company. Immediately prior to the completion of the Offering, the Company completed the following transactions (the “Reorganization”): a) The share capital of the Company was modified to consist of an unlimited number of Multiple Voting Shares, Subordinate Voting Shares and Class A preferred shares, issuable in series, and 1,000 Class B preferred shares; b) An amount of $30,180 in principal amount and accrued interest on the unsecured convertible debentures was converted into Class A common shares of the Company; c) The outstanding Class A common shares (all series) and Class B common shares of the Company were converted into Subordinate Voting Shares on a 2.8-for-1 basis; d) The outstanding Class B preferred shares of NHC were converted into Subordinate Voting Shares on a 2.8‑for-1 basis; e) The outstanding Class A common shares, Class B common shares, Class A preferred shares and Class D preferred shares of NHC held by the Company were cancelled without consideration; f) The outstanding Class A preferred shares of the Company were converted into Class B preferred shares on a 1-for-1 basis. Certain shareholders then purchased all the Class B preferred shares. Subsequently, the Company redeemed the shares. The share capital of the Company was then amended pursuant to articles of amendment under the CBCA to remove the Class B preferred shares from the Company’s authorized share capital and redesignate the Class A preferred shares as the “preferred shares”; and g) The Subordinate Voting Shares held by certain shareholders were exchanged for an equal number of Multiple Voting Shares pursuant to share exchange agreements entered into between the Company and certain shareholders. Classification as equity and liabilities The outstanding share capital of the Company, its subsidiary and related put options were classified as equity or liabilities as follows and changes to the Company’s share capital were as follows: Classified as liabilities 2021 2020 Quantity Value Quantity Value Unit $ Unit $ Company’s share capital Class A common shares, Series A Balance – Beginning of year — — 14,175,549 58,262 Conversion into Subordinate Voting Shares — — (14,175,549) (131,691) Changes in the redemption amount accounted as financing costs — — — 73,429 Balance – End of year — — — — Class B preferred shares Balance – Beginning of year — — 32,000,000 39,967 Conversion into Subordinate Voting Shares — — (32,000,000) (42,976) Changes in the redemption amount accounted as financing costs — — — 3,009 Balance – End of year — — — — Classified as equity 2021 2020 Quantity Value Quantity Value Unit $ Unit $ Company’s share capital Class A common shares, Series A Balance – Beginning of year — — 68,032,894 103,271 Conversion into Subordinate Voting Shares — — (68,032,894) (103,271) Balance, end of year — — — — Class A common shares, Series B Balance – Beginning of year — — 66,739,698 86,145 Conversion into Subordinate Voting Shares — — (66,739,698) (86,145) Balance – End of year — — — — Class A common shares, Series C Balance – Beginning of year — — 56,259,910 72,618 Issuance of shares – Unsecured convertible debenture conversion — — 3,250,206 30,180 Conversion into Subordinate Voting Shares — — (59,510,116) (102,798) Balance – End of year — — — — Class A common shares, Series D Balance – Beginning of year — — 44,403,491 182,498 Conversion into Subordinate Voting Shares — — (44,403,491) (182,498) Balance – End of year — — — — Class B common shares Balance – Beginning of year — — 1,457,360 5,990 Issuance of shares — — 89,286 193 Conversion into Subordinate Voting Shares — — (1,546,646) (6,183) Balance – End of year — — — — Class A preferred shares Balance – Beginning of year — — 1,000 1 Conversion into Class B preferred shares — — (1,000) (1) Balance – End of year — — — — Class B preferred shares Balance – Beginning of year — — — — Issuance of shares – Class A preferred shares conversion — — 1,000 1 Redemption of shares — — (1,000) (1) Balance – End of year — — — — 2021 2020 Quantity Value Quantity Value Unit $ Unit $ Subordinate Voting Shares Balance – Beginning of year 45,924,637 1,139,723 — — Issuance of shares Conversion of Class A common shares, series A, B, C, and D — — 90,307,767 606,403 Conversion of Class B common and preferred shares and convertible debentures — — 11,980,945 49,159 Conversion of multiple voting shares 16,183,189 85,271 — — Exercise of stock options 1,233,084 11,711 760 4 Issuance under public listings 3,450,000 424,833 29,171,050 758,447 Issuance for acquisitions 138,522 11,387 6,711,923 254,738 Conversion into multiple voting shares — — (92,247,808) (486,062) Issuance fees — (16,611) — (42,966) Balance – End of year 66,929,432 1,656,314 45,924,637 1,139,723 Multiple voting shares Balance – Beginning of year 92,247,808 486,062 — — Issuance of shares — — 92,247,808 486,062 Conversion into Subordinate Voting Shares (16,183,189) (85,271) — — Balance – End of year 76,064,619 400,791 92,247,808 486,062 Total 142,994,051 2,057,105 138,172,445 1,625,785 |
Revenue and expenses by nature
Revenue and expenses by nature | 12 Months Ended |
Dec. 31, 2021 | |
Analysis of income and expense [abstract] | |
Revenue and expenses by nature | 15. Revenue and expenses by nature 2021 2020 $ $ Revenue Merchant transaction and processing services revenue 715,769 368,299 Other revenue 8,757 7,927 724,526 376,226 Cost of revenue Processing cost 143,261 64,106 Cost of goods sold 4,494 5,149 147,755 69,255 Selling, general and administrative expenses Commissions 125,531 67,410 Employee compensation 109,798 57,509 Depreciation and amortization 90,828 69,673 Professional fees 24,532 15,493 Share-based payments 53,180 10,407 Transaction losses 2,662 5,362 Contingent consideration adjustment — (2,470) Other 24,772 11,588 431,303 234,972 Selling, general and administrative expenses are net of investment tax credits and other government grants. In the year ended December 31, 2021, the Company did not recognize any tax credits or government grants (2020 – $995). |
Net finance costs
Net finance costs | 12 Months Ended |
Dec. 31, 2021 | |
Borrowing costs [abstract] | |
Net finance costs | 16. Net finance costs 2021 2020 $ $ Finance income Interest on advances to third parties and interest income (2,859) (5,427) Finance costs Interest on loans and borrowings (excluding lease liabilities) 16,380 42,024 Interest expense on lease liabilities 382 384 Other interest expense 117 251 Change in redemption amount of liability-classified Class A common shares — 73,429 Change in redemption amount of subsidiary’s preferred shares — 3,009 Interest on unsecured debentures — 15,503 Loss on debt modification or early repayment — 24,491 16,879 159,091 Net finance costs 14,020 153,664 |
Share-based payment arrangement
Share-based payment arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangements [Abstract] | |
Share-based payment arrangements | 17. Share-based payment arrangements Stock-option plan (equity-settled) In connection with the TSX listing, on September 22, 2020, the Board of Directors of the Company closed participation in its long-term incentive stock plan (the “Legacy Option Plan”) to directors, officers, employees, consultants and any members of the Company. In its place, a new long-term incentive (the “Omnibus Incentive Plan”) was authorized. Omnibus Incentive Plan In connection with the TSX listing, the Company granted to certain executive officers and employees 3,000,000 options to acquire Subordinate Voting Shares having an exercise price equal to the TSX listing offering price of $26.00. These options vest in successive annual periods over a period of five years after they were granted and have a term of ten years. The Omnibus Incentive Plan permits the Board of Directors to grant awards of options, RSUs, PSUs and DSUs to eligible participants. Vested RSUs, PSUs and DSUs will be settled by the issuance of shares at the settlement date. DSUs vest immediately as they are granted for past services. RSUs and PSUs vest over a period of up to three years. Legacy Option Plan On September 21, 2017, the Board of Directors of the Company authorized the Legacy Option Plan which provides for the grant of stock options to directors, officers, employees, consultants and any members of the Company. All options are to be settled by the physical delivery of shares. The shares subject to the Legacy Option Plan were the Class B common shares of the Company before the TSX listing and are now exercisable for Subordinate Voting Shares. Under the Legacy Option Plan, the Company authorized for issuance the maximum of 11,704,100 stock options. The options expire 10 years after the date of grant and are subject to possible earlier exercise and termination under certain circumstances. Under the Legacy Option Plan unless otherwise decided by the Board of Directors of the Company, options vest in equal installments over five years and the expense is recognized following the accelerated method as each installment is fair valued separately and recorded over the respective vesting periods. The Company entered into certain option agreements governed by the Legacy Option Plan. However, other than the characteristics described above, the options under these agreements include a clause by which the Company can claw back any of the instruments, in order to meet the maximum number of stock options authorized for issuance, in the event that the Company grants options to other employees. Because of the clawback provision, grant date for these options is not achieved until the provision is voided. Prior to the TSX listing, the Company did not recognize any compensation expense for stock options with a clawback provision as it was expected that these options would be fully clawed back. At the TSX listing and after adjusting for the Reorganization, there were 205,666 stock options outstanding with a clawback provision which vested and became exercisable. In the year ended December 31, 2020, the Company recognized compensation expense of $4,587 as a result of these options becoming vested and the clawback provision being voided. Fair value was estimated using the Black-Scholes option pricing model with the assumptions described in the table below. i) Final grant On March 16, 2020, 357,143 stock options (1,000,000 pre-conversion) were granted. The weighted average grant date fair value of stock options granted was $4.34 ($1.55 pre-conversion). Fair value was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: ii) TSX listing Conversion: As part of the Reorganization described in note 14 to these consolidated financial statements, the Legacy Option Plan conditions were modified as follows: • all stock options granted prior to November 20, 2019 vested and became exercisable, at the option of the holder, on a net basis for Subordinate Voting Shares; • all stock options granted on or after November 20, 2019 continue to vest in accordance with their existing vesting schedules, and are exercisable for Subordinate Voting Shares; • no further awards will be made under the Legacy Option Plan; • the clawback provision was removed as it is no longer possible that such stock options will be fully clawed back; and • the number of shares and the exercise price underlying each outstanding stock option of the Company were adjusted, on a 2.8-to-1 basis. As such, upon completion of the Reorganization, there was 3,621,323 stock options to acquire Subordinate Voting Shares outstanding. Share-based payments continuity The table below summarizes the changes in the outstanding RSUs, PSUs, DSUs, and stock options for the years ended December 31, 2021, and 2020: Stock options Restricted share units Performance share units Deferred share units Quantity Weighted $ Outstanding, beginning of year 2020 — — — 3,659,375 4.00 Clawed back by the Company — — — (357,143) 3.75 Forfeited — — — (94,836) 24.57 Granted — — 3,076 3,795,757 27.62 Exercised — — — (32,648) 4.70 Outstanding, end of year 2020 — — 3,076 6,970,505 16.59 Forfeited (617) — — (264,395) 30.06 Granted 972,714 1,395,169 7,295 3,374,192 117.25 Exercised — — — (1,233,084) 7.29 Outstanding, end of year 2021 972,097 1 1,395,169 10,371 8,847,218 55.87 Exercisable, end of year 2020 — — 3,076 3,132,644 3.71 Exercisable, end of year 2021 — — 10,371 2,656,976 8.95 Granted - Weighted average grant date fair value 2020 — — $26.00 $8.30 — Granted - Weighted average grant date fair value 2021 $97.11 1 $92.74 $71.65 $31.48 — 1 484,590 of the 972,714 RSUs were granted to a third party consultant and have not met the accounting grant date definition since as there is no mutual agreement of the services to be rendered by the consultant. Furthermore, if such a mutual agreement with the consultant is not met, the RSUs will not vest and will be cancelled. The fair value will be assessed at the time of grant when and if the services are agreed by both parties. These units have not been included in the weighted average grant date fair value of RSUs in the table above. Grant date fair value The fair value of stock options issued during the years ended December 31, 2021 and 2020, was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: 2021 2020 Omnibus Legacy - Final grant Share price $117.25 $28.71 $6.15 ($17.22 post conversion) Exercise price $117.25 $28.71 $6.15 ($17.22 post conversion) Risk-free interest rate 1.08% 0.29% 0.49% Expected volatility 33.4% 31.4% 27.6% Expected term 5.9 years 5.2 years 5.0 years The risk-free interest rate is based on the yield of a zero coupon US government security with a maturity equal to the expected life of the option from the date of the grant. For option granted prior tot the TSX listing, the assumption of expected volatility is based on the average historical volatility of comparable companies for the period immediately preceding the option grant. For options granted after the TSX listing, expected volatility is determined using the limited historical volatility of the Company's stock since its TSX listing as well as the volatility of peers company in the same industry over the expected term of the options granted. The Company does not anticipate paying any cash dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero in the option-pricing model. The RSUs and DSUs fair value is determined by using the quoted share price on the date of issuance. During the year ended December 31, 2021, 214,286 stock options and 1,395,169 PSUs awarded included performance conditions and the right to these units will vest upon meeting the related performance criteria. The market conditions associated with PSUs or options were considered using a Monte Carlo simulation to estimate the Company’s potential future share price. The main assumption of the simulation is the expected volatility of the share price which was determined to be 32.5%. The fair value of the options with non-market performance conditions is determined using a Black-Scholes option pricing model and are included in the weighted average assumptions above. Stock options outstanding by exercise price The following table summarizes information about stock options outstanding and exercisable as at December 31, 2021 as adjusted for the Reorganization discussed in Note 14: Options outstanding Options exercisable Exercise price Number Weighted Number Weighted 2.80 1,069,719 6.1 1,069,719 6.1 3.42 – 4.00 827,740 6.7 827,740 6.7 4.70 – 6.30 111,028 7.1 111,028 7.1 11.51 – 17.22 557,312 8.1 173,676 8.0 26.00 – 47.21 2,918,460 8.8 474,813 8.8 57.50 – 78.58 298,504 5.7 — — 104.53 – 127.33 3,064,455 9.7 — — 8,847,218 8.4 2,656,976 6.9 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Income taxes | 18. Income taxes Variations of income tax expense (recovery) from the basic Canadian federal and provincial combined tax rates applicable to income before income taxes are as follows: 2021 2020 $ % $ % Income (loss) before income taxes 131,961 (100,583) Statutory tax rates 26.5 26.5 Income taxes expense (recovery) at statutory rate 34,970 (26,655) Add (deduct) effect of Permanent difference items 103 18,966 Rate differential (20,116) (3,773) Prior year adjustments (4,280) 2,148 Change in unrecognized deductible temporary differences 3,975 11,283 Share-based payments 9,566 2,358 Other 698 (1,240) Total tax expense 24,916 3,087 The details of income tax expense (recovery) are as follows: 2021 2020 $ $ Income tax expense (recovery) Current 34,914 13,491 Deferred (9,998) (10,404) 24,916 3,087 The components of current income tax expense (recovery) are as follows: 2021 2020 $ $ Current income tax expense (recovery) Current 34,635 13,732 Adjustment of prior year income tax expense (recovery) 279 (241) 34,914 13,491 The components of deferred income tax expense (recovery) are as follows: 2021 2020 $ $ Deferred income tax expense (recovery) Origination and reversal of temporary differences (9,417) (27,670) Change in unrecognized deductible temporary differences 3,975 14,877 Adjustment of prior year income tax expense (recovery) (4,556) 2,389 (9,998) (10,404) The details of changes of deferred income taxes are as follows for the year ended December 31, 2021: Deferred tax assets (liabilities) as at December 31, 2020 Recognized in net income Business combinations Equity Foreign currency exchange differences Deferred tax assets (liabilities) as at December 31, 2021 $ $ $ $ $ $ Deferred tax assets Share-based payments — 551 — 3,763 — 4,314 Net operating tax losses carried forward 2,286 1,708 24 — — 4,018 Intangible assets 3,117 4,637 (3,829) — — 3,925 Accrued liabilities 1,810 665 374 — 75 2,924 Total deferred tax assets 7,213 7,561 (3,431) 3,763 75 15,181 Deferred tax liabilities Intangible assets (54,267) 7,588 (26,740) — 3,376 (70,043) Other 1,899 (4,916) 1,073 — 144 (1,800) Property and equipment (773) (132) — — — (905) Deferred costs (392) (103) — — (2) (497) Total deferred tax liabilities (53,533) 2,437 (25,667) — 3,518 (73,245) Total net deferred tax assets (liabilities) (46,320) 9,998 (29,098) 3,763 3,593 (58,064) The details of changes of deferred income taxes are as follows for the year ended December 31, 2020: Deferred tax assets (liabilities) as at December 31, 2019 Recognized in net loss Business combination Foreign currency exchange differences Deferred tax assets (liabilities) as at December 31, 2020 $ $ $ $ $ Deferred tax assets Intangible assets (2,944) 6,061 — — 3,117 Net operating tax losses carried forward 2,009 277 — — 2,286 Other 597 1,302 — — 1,899 Accrued liabilities 2,834 (1,024) — — 1,810 Total deferred tax assets 2,496 6,616 — — 9,112 Deferred tax liabilities Intangible assets (14,590) 4,071 (41,650) (2,098) (54,267) Property and equipment 1,332 (2,105) — — (773) Deferred costs (408) 16 — — (392) Unrealized foreign currency exchange (1,806) 1,806 — — — Total deferred tax liabilities (15,472) 3,788 (41,650) (2,098) (55,432) Total net deferred tax assets (liabilities) (12,976) 10,404 (41,650) (2,098) (46,320) The deferred income taxes are presented on the consolidated statements of financial position as follows: 2021 2020 $ $ Deferred tax assets 13,036 3,785 Deferred tax liabilities (71,100) (50,105) (58,064) (46,320) Unrecognized deferred income tax assets balances are as follows: 2021 2020 $ $ Net operating tax losses carried forward 24,865 27,082 Deductible temporary differences, including capital losses 12,132 11,645 The net operating tax losses carried forward for which no deferred income tax asset was recognized expire as follows: As at December 31, 2021 Gross amount of net operating tax losses carried forward Tax-effected Expiry Period $ $ Expire 92,412 24,436 2031 to 2041 Never expire 2,413 429 N/A 94,825 24,865 As at December 31, 2020 Gross amount of net operating tax losses carried forward Tax-effected Expiry Period $ $ Expire 102,196 27,082 2039 to 2040 The deductible temporary differences and capital losses do not expire under current tax legislation. Deferred tax assets have not been recognized in respect of those items because it is not probable that future taxable profit will be available in those jurisdictions against which the Company can utilize these benefits. The Company has not recognized deferred tax liabilities for the undistributed earnings of its subsidiaries in the current or prior years since the Company does not expect to sell or repatriate funds from those investments, in which case the undistributed earnings may become taxable. Upon distribution of these earnings in the form of dividends or otherwise, the Company may be subject to corporate and/or withholding taxes. |
Net income (loss) per share
Net income (loss) per share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings per share [abstract] | |
Net income (loss) per share | 19. Net income (loss) per share Prior to the TSX listing on September 22, 2020, the Company had three categories of potential dilutive securities: convertible liability-classified shares, unsecured convertible debentures due to shareholders and stock options. Since the TSX listing, stock options, RSUs and PSUs are considered to be potentially dilutive. Diluted net income (loss) per share excludes all dilutive potential shares if their effect is anti-dilutive. For the year ended December 31, 2021, anti-dilutive stock options, RSUs and PSUs were excluded from the calculation of diluted net income per share. As a result of net loss incurred for the year ended December 31, 2020, all potential dilutive securities have been excluded from the calculation of diluted loss per share because including them would be anti-dilutive. 2021 2020 $ $ Net income (loss) attributable to common shareholders of the Company (basic and diluted) 102,293 (106,230) Weighted average number of common shares outstanding – basic* 139,729,116 98,681,060 Effect of dilutive securities 4,712,386 — Weighted average number of common shares outstanding – diluted* 144,441,502 98,681,060 Net income (loss) per share attributable to common shareholders of the Company: Basic 0.73 (1.08) Diluted 0.71 (1.08) |
Operating segments
Operating segments | 12 Months Ended |
Dec. 31, 2021 | |
Operating Segments [Abstract] | |
Operating segments | 20. Operating segments The Company has one reportable segment, the provision of technology solutions to merchants and partners in the North American and international payment processing markets. Geographic information The Company provides payment processing services in North America, Europe, Middle East and Africa, Latin America and Asia-Pacific. In presenting the geographic information, revenue has been based on the billing location of merchants and non-current assets were based on the geographic location of the assets. 2021 2020 $ $ Revenue North America 301,257 183,803 Europe, Middle East and Africa 394,758 176,771 Latin America 22,841 10,771 Asia Pacific 5,670 4,881 724,526 376,226 Non-current assets exclude financial assets and deferred tax assets, when applicable. 2021 2020 $ $ Non-current assets Canada 1,083,594 1,107,228 United States 252,577 56,488 European Union 552,372 342,208 United Kingdom 225 284 Rest of the world 5,547 5,681 1,894,315 1,511,889 |
Financial instruments and commi
Financial instruments and commitments | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments [Abstract] | |
Financial instruments and commitments | 21. Financial instruments and commitments The Company’s main financial risk exposure is detailed as follows: a) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company is therefore exposed to liquidity risk with respect to all of the financial liabilities recognized on the consolidated statements of financial position. The Company manages its liquidity risk by monitoring its operating requirements. The Company prepares budget and cash forecasts to ensure it has sufficient funds to fulfill its obligations. The following are the contractual maturities of financial liabilities and purchase commitments, including estimated interest payments, as at December 31, 2021: Contractual cash flows Carrying amount Total Less than 1 year 1 to 5 years More than 5 years $ $ $ $ $ Trade and other payables (excluding sales tax) 91,490 91,490 91,490 — — Due to merchants 720,874 720,874 720,874 — — Credit facilities 500,282 557,591 20,402 537,189 — Lease liabilities 8,313 11,258 3,290 6,078 1,890 Other liabilities (a) 17,736 16,540 12,317 4,223 — Contractual commitments — 3,899 1,098 2,801 — 1,338,695 1,401,652 849,471 550,291 1,890 Segregated funds (720,874) (720,874) (720,874) — — 617,821 680,778 128,597 550,291 1,890 (a) Other liabilities includes deferred revenue which will not require contractual cash flows. As at December 31, 2021, the Company had $748,576 of cash and unused credit facilities of $385,000. b) Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from the Company’s cash, trade and other receivables, advances to third parties and processor deposits. The carrying amounts of these financial assets represent the maximum credit exposure. Impairment losses on financial assets recognized in profit or loss were as follows: 2021 2020 $ $ Balance – Beginning of year 632 2,602 Written off against reserve (376) (2,806) Net remeasurement of loss allowance 460 836 Balance – End of year 716 632 The credit risk associated with cash, processor deposits and segregated funds is limited because they are maintained only with regulated financial institutions. Trade receivables The Company provides credit to its customers in the normal course of business. The Company evaluates the creditworthiness of the corresponding counterparties at least at the end of each reporting period and on a specific circumstance basis. The Company’s extension of credit to customers involves considerable judgment and is based on an evaluation of each customer’s financial condition and payment history. The Company has established various internal controls designed to mitigate credit risk, including credit limits and payment terms that are reviewed and approved by the Company. The following table provides information regarding the exposure to credit risk and expected credit loss for trade receivables as at December 31, 2021: Weighted-average loss rate Gross carrying amount Loss allowance % $ $ Current (not past due) 0.1 33,298 40 1-30 days past due 10.4 657 68 31-60 days past due 4.2 554 23 More than 60 days past due 60.2 972 585 35,481 716 The following table provides information regarding the exposure to credit risk and expected credit loss for trade receivables as at December 31, 2020: Weighted-average loss rate Gross carrying amount Loss allowance % $ $ Current (not past due) 0.2 25,836 44 1-30 days past due 8.3 446 37 31-60 days past due 17.9 140 25 More than 60 days past due 60.7 867 526 27,289 632 The impaired trade receivables are mostly due from customers that are experiencing financial difficulties. There is a significant concentration of credit risk as of December 31, 2021, with respect to the Company’s receivables from its main processors, which represented approximately 37% (2020 – 39%) of trade and other receivables. Advances to third parties The credit risk associated with the advances to third parties is limited because the advances are repaid by financial institutions when the Company becomes entitled to payment under the agreements. c) Market risks Market risk is the risk that the Company will incur losses arising from adverse changes in underlying market factors, including interest and foreign currency exchange rates. Foreign currency risk The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates and the degrees of volatility of those rates. Foreign currency risk is limited to the portion of the Company’s business transactions denominated in currencies other than the US dollar. Fluctuations related to foreign exchange rates could cause unforeseen fluctuations in the Company’s operating results. Approximately 54% of the Company’s revenues and approximately 32% of its expenses are in currencies other than the US dollar. The Company does not enter into arrangements to hedge its foreign currency risk. The main other currencies are the Euro ("EUR") and the British Pounds ("GBP") which represented respectively 16% and 11% of the Company's revenues. The following table provides an indication of the Company’s significant foreign exchange currency exposures as stated in US dollars at the following dates: CAD EUR GBP Other Total $ $ $ $ $ December 31, 2021 Cash 2,265 40,490 9,483 16,934 69,172 Trade and other receivables 5,800 6,229 1,530 4,310 17,869 Trade and other payables (16,463) (28,979) (2,261) (27,885) (75,588) Lease liabilities — (381) — (3,767) (4,148) Net financial position exposure (8,398) 17,359 8,752 (10,408) 7,305 December 31, 2020 Net financial position exposure (8,601) 6,739 8,513 (611) 6,040 A 10% strengthening of the above currencies against the US dollar would have affected the measurement of financial instruments denominated in these currencies and affected equity and net income by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. CAD EUR GBP Other Total $ $ $ $ $ 2021 Increase (decrease) on equity and net income (840) 1,736 875 (1,041) 731 2020 Increase (decrease) on equity and net loss (860) 674 851 (61) 604 A 10% weakening of the foreign currencies against the US dollar would have an equal but opposite effect. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market rates. The Company’s exposure to interest rate risk as at December 31, 2021 and 2020 is as follows: Cash Variable interest rate Advances to third parties Note 7 Processor deposits Variable interest rate Loans and borrowings Note 12 Other liabilities Note 11 Unsecured convertible debentures due to shareholders Note 13 Liability classified common and preferred shares Note 14 The Company does not account for any fixed interest-rate financial assets or financial liabilities at FVTPL. All other loans and borrowings bear interest at floating rates, and the Company is therefore exposed to the cash flow risk resulting from interest rate fluctuations. Based on currently outstanding loans and borrowings at floating rates, an increase of 100 basis points in interest rates at the reporting date would have resulted in a decrease of $3,719 in profit or loss in 2021 (2020 – $2,119). A decrease of 1% in 2021 would have had no impact on interest expense as the current effective rate is the floor rate of the agreement. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant. |
Determination of fair values
Determination of fair values | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement [Abstract] | |
Determination of fair values | 22. Determination of fair values Certain of the Company’s accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes using the following methods. Financial assets and financial liabilities In establishing fair value, the Company uses a fair value hierarchy based on levels as defined below: • Level 1: defined as observable inputs such as quoted prices in active markets. • Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable. • Level 3: defined as inputs that are based on little or no observable market data, therefore requiring entities to develop their own assumptions. The Company has determined that the carrying amounts of its current financial assets and financial liabilities approximate their fair value given the short-term nature of these instruments. The fair value of the variable interest rate non-current liabilities approximates the carrying amount as the liabilities bear interest at a rate that varies according to the market rate. As at December 31, 2021 and December 31, 2020, financial instruments measured at fair value in the consolidated statements of financial position were as follows: Notes Fair value hierarchy December 31, December 31, $ $ Advances to a third party independent sales organization 7 Level 3 16,616 46,680 LPP put option liability 11 Level 3 531 1,036 Investments Level 3 1,148 1,148 Investments Level 1 1,112 1,093 Contingent considerations 4, 11 Level 3 3,004 — The following table presents the changes in level 3 items for the years ended December 31, 2021 and 2020: Advances to a LPP put Investments Contingent $ $ $ $ Balance at December 31, 2019 51,175 1,453 1,148 8,470 Payment — — — (6,000) Merchant residuals received, net of interest on advances to a third party (7,222) — — — Acquisition 3,240 — — — Fair value remeasurement (513) (417) — (2,470) Balance at December 31, 2020 46,680 1,036 1,148 — Business combinations — — — 3,004 Merchant residuals received, net of interest on advances to a third parties (6,468) — — — Settlement of advances to a third party (23,687) — — — Fair value remeasurement 91 (505) — — Balance at December 31 2021 16,616 531 1,148 3,004 Fair value remeasurement is recognized in selling, general and administrative expenses. Below are the assumptions and valuation methods used in the level 3 fair value measurements: • the fair value assumptions and method used for the advances to a third party independent sales organization are disclosed in note 7. • Contingent considerations outstanding as at December 31, 2021 include the Base and the Mazooma contingent considerations. The fair value of contingent considerations is determined using a formula specified in the purchase agreement. The main assumption is the forecast of expected future cashflows. Changes made to the initial purchase price allocation of Base to reflect facts and circumstances that existed at the acquisition date are disclosed in note 4. Varying the estimated growth rate for Base contingent consideration to reflect a 2% increase or decrease would have the following effects on the carrying balance. December 31, 2021 Increase Decrease $ $ Effect in change in assumption on Base contingent consideration 86 (80) Varying the estimated growth rate or the discount rate of the Mazooma contingent consideration to reflect a 2% increase or decrease would not have any effects on the carrying balance of nil. • The LPP contingent consideration was fully paid as at March 31, 2020. Varying the discount rate for advances to a third party independent sales organization to reflect a 2% increase or decrease would have the following effects on the carrying balance. December 31, 2021 Increase Decrease $ $ Effect in change in assumption on Advances to third party independent sales organization (1,108) 999 December 31, 2020 Increase Decrease $ $ Effect in change in assumption on Advances to third party independent sales organization (2,895) 3,225 |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party [Abstract] | |
Related party transactions | 23. Related party transactions Transactions with key management personnel Key management personnel compensation comprises the following: 2021 2020 $ $ Salaries and short-term employee benefits 5,861 4,369 Share-based payments 23,895 5,955 29,756 10,324 Other related party transactions Transaction value Balance outstanding December 31, 2021 2020 2021 2020 $ $ $ $ Expenses – Travel (i) 305 1,907 28 — Unsecured convertible debentures due to shareholders (ii) — 15,503 — — 305 17,410 28 — (i) In the normal course of operations, the Company receives services from a company owned by a shareholder of the Company. The services received consist of travel services. (ii) In August 2019, unsecured convertible debentures were issued by the Company to certain shareholders. As part of the TSX listing in September 2020, an amount of $30,180 in principal amount and accrued interest on the unsecured convertible debentures was converted into Class A common shares of the Company, and the remaining balance of $93,384 was repaid with the cash proceeds of the TSX listing (note 13). |
Supplementary cash flow disclos
Supplementary cash flow disclosure | 12 Months Ended |
Dec. 31, 2021 | |
Cash Flow Statement [Abstract] | |
Supplementary cash flow disclosure | 24. Supplementary cash flow disclosure 2021 2020 $ $ Changes in non-cash working capital items: Trade and other receivables 4,426 (2,091) Inventory (1,197) 115 Prepaid expenses (3,476) (1,156) Contract assets (1,720) (1,853) Trade and other payables 24,951 8,663 Other current and non-current liabilities (1,380) (5,959) 21,604 (2,281) |
Capital disclosures
Capital disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Capital Disclosures [Abstract] | |
Capital disclosures | 25. Capital disclosures The Company’s objective in managing capital is to ensure sufficient liquidity to pursue its organic growth strategy and undertake selective acquisitions, while maintaining a strong credit profile and a capital structure that maintains total leverage ratio within the limits set in the Company’s credit facilities. The capital management objectives remain the same as the prior year. The Company’s capital is composed of net debt and shareholders’ equity. Net debt consists of interest-bearing debt less cash. The Company’s use of capital is to finance working capital requirements, capital expenditures and business acquisitions. The Company funds those requirements out of its internally generated cash flows and funds drawn from its long-term credit facilities. The primary measure used by the Company to monitor its financial leverage is its total leverage ratio, defined as the ratio of consolidated net debt outstanding, calculated as long-term debt less unrestricted cash, to consolidated adjusted EBITDA, calculated in accordance with the terms of the agreement. Under its first lien credit facilities (note 12), the Company must maintain a total leverage ratio of less than or equal to 7.50 : 1.00 on December 31, 2021. As at December 31, 2021, the Company was in compliance with this requirement. In order to maintain or adjust its capital structure, the Company may issue or repay loans and borrowings, issue shares, repurchase shares or undertake other activities as deemed appropriate in specific circumstances. The Company does not currently pay dividends. Currently, the Company’s general policy on dividends is to retain cash to finance future growth. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Contingencies [Abstract] | |
Contingencies | 26. Contingencies From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. The Company is also exposed to possible uncertain tax positions in certain jurisdictions. Management does not expect that the resolution of those matters, either individually or in the aggregate, will have a material effect on the Company’s Consolidated Financial Statements. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | 27. Subsequent events a) Put option exercise notice On February 4, 2022, the Company received a put option exercise notice from the LPP NCI unitholders which obligates the Company to purchase the remaining 40% interest in LPP at fair market value. The notice provides a 60-day period to close the transaction. b) Normal Course Issuer Bid ("NCIB") On March 7, 2022, the Board approved a normal course issuer bid to purchase for cancellation a maximum of 6,617,416 Subordinate Voting Shares, representing approximately 10% of the Company’s “public float” (as defined in the TSX Company Manual) of Subordinate Voting Shares as at February 28, 2022. The Company is authorized to make purchases under the NCIB during the period from March 10, 2022 to March 9, 2023 in accordance with the requirements of the TSX and the Nasdaq and applicable securities laws. |
Significant accounting polici_2
Significant accounting policies and new accounting standards (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Significant Accounting Policies [Abstract] | |
Statement of compliance and basis of measurement | Statement of compliance These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The consolidated financial statements as at and for the years ended December 31, 2021 and 2020 were authorized for issue by the Company’s Board of Directors on March 7, 2022. Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except for: • Advances to third parties (note 7), contingent considerations and put option liability (note 11), and investments, which are measured at fair value; and • Share-based compensation transactions, which are measured pursuant to IFRS 2, Share-based Payment (note 17). |
Operating segments | Operating segmentsThe Company has one reportable segment for the provision of payment technology solutions to merchants and partners in North America, Europe, Middle East and Africa, Latin America and Asia Pacific. |
Use of estimates, judgments and assumptions | Use of estimates, judgments and assumptions The preparation of these consolidated financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates, judgments and assumptions Judgments Critical judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements include the following: Revenue recognition (note 3) The identification of revenue-generating contracts with customers, the identification of performance obligations, the determination of the transaction price and allocations between identified performance obligations, the use of appropriate revenue recognition method for each performance obligation and the measure of progress for performance obligations satisfied over time are the main aspects of the revenue recognition process, all of which require the exercise of judgment and use of assumptions. In addition, the Company has applied judgment in assessing the principal versus agent considerations for its transaction and processing services. Determining the fair value of identifiable intangible assets following a business combination (note 4) The Company uses valuation techniques to determine the fair value of identifiable intangible assets acquired in a business combination, which are generally based on a forecast of total expected future net discounted cash flows. These valuations are linked closely to the assumptions made by management regarding the future performance of the related assets and the discount rate applied as it would be assumed by a market participant. Expense recognition of share-based payments with performance conditions (note 17) The expense recognized for share-based payments for which the performance conditions have not yet been met is based on an estimation of the probability of achieving the performance conditions and the timing of their achievement, which is difficult to predict. The final expense is only determinable when the outcome is known. Assumptions and estimation uncertainties Assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year include the following: • Estimating the recoverable amount of goodwill (note 9); • Estimating the provision for losses on merchant accounts (note 11); • Estimating the fair value of share-based payment transactions (note 17); • Estimating the recoverable amount of tax balances for recognition of tax assets (note 18); and • Estimating the fair value of financial instruments carried at fair market value and considered level 3 measurement (note 22). COVID-19 impact on judgments, assumptions and estimation uncertainties The COVID-19 pandemic has disrupted the economy and put unprecedented strains on governments, health care systems, businesses and individuals around the world. The impact and duration of the COVID-19 pandemic are difficult to assess or predict. The spread of COVID-19 has caused us to modify our business practices to help minimize the risk of the virus to our employees, our partners, our merchants and their customers, and the communities in which we do business. The negative impact of the COVID-19 pandemic on our business and the consolidated financial statements for the years ended December 31, 2021 and 2020 has been limited. |
Reclassification of comparative information | Reclassification of comparative information In the first quarter of 2021, certain comparative figures related to foreign currency exchange gains or losses have been reclassified to conform with the presentation for the current year. For the year ended December 31, 2020, a foreign currency exchange loss of $11,020, which had previously been classified in net finance costs and a foreign currency exchange loss of $7,898 previously classified within Selling, general and administrative expenses (“SG&A”) were reclassified as an aggregate amount within Loss (gain) on foreign currency exchange in the consolidated statement of profit or loss. The cash flow from operating activities was reclassified to align with this presentation with no impact on the total cash flow from operating activities. These reclassifications resulted in a revision to operating profit for the year ended December 31, 2020 from $64,101 as previously reported, to $71,999 but had no impact on net income or net income per share. The Company believes this presentation provides more relevant information on the total foreign currency exchange amounts incurred during the reporting period, and provides better comparability of SG&A expenses and net finance costs in the consolidated statement of profit or loss. Certain others comparative figures have been reclassified to conform to the current year's presentation. |
Foreign currency | Foreign currency Functional and presentation currency These consolidated financial statements are presented in US dollars, which is also the Company’s functional currency. Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of entities of the Company at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are recognized in profit or loss. Foreign operations The assets and liabilities of foreign operations whose functional currency is not the US dollar, including goodwill and fair value adjustments arising on acquisition, are translated to US dollars at the exchange rates at the reporting date. The revenue and expenses of foreign operations are translated into US dollars at the average exchange rate for the period. Foreign currency differences are recognized in other comprehensive income (loss) in the cumulative translation reserve (accumulated other comprehensive income (loss)), except to the extent that the translation difference is allocated to the non-controlling interest. |
Business combinations | Business combinations Business combinations are accounted for using the acquisition method at the acquisition date. The consideration transferred for the acquisition of a business is the fair value of the assets transferred, and any liability and equity interests issued by the Company on the date control of the acquired company is obtained. The consideration transferred includes the fair value of any asset or a liability resulting from a contingent consideration arrangement. Contingent consideration is subsequently remeasured at fair value, with any resulting gain or loss recognized and included in the consolidated statements of profit or loss and comprehensive income or loss. Contingent consideration that is payable contingent upon key employees’ continued employment with the Company is expensed over the service period. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are generally measured initially at their fair values at the acquisition date. The Company measures goodwill as the fair value for the consideration transferred including the recognized amount of any non controlling interest in the acquiree, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at the acquisition date. If this consideration is lower than the fair value of the net assets of the business acquired, the difference is recognized immediately in the consolidated statements of profit or loss and comprehensive income or loss as a gain from a bargain purchase. To estimate the fair value of the intangible assets, management uses the excess earnings method to value partner and merchant relationships and the royalty relief method to value technologies using discounted cash flow models. Management developed assumptions related to revenue and gross margin forecasts, partner and merchant attrition rates, royalty rates and discount rates. If the final purchase price allocation for a business combination is incomplete, the Company reports provisional amounts for the items for which the accounting is incomplete. Provisional amounts are adjusted during the measurement period to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amount recognized at that date. The measurement period is the period from the acquisition date to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year. Transaction costs, other than those associated with the issue of debt or equity securities, and other direct costs of a business combination are not considered part of the business acquisition transaction and are expensed as incurred and recorded under selling, general and administrative expenses in the consolidated statement of profit or loss and comprehensive income or loss. |
Basis of consolidation | Basis of consolidation Subsidiaries Subsidiaries are all entities over which the Company has control. Control exists when the Company is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through the power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Non-controlling interest In the case of a business combination involving less than 100% of ownership interests, a non-controlling interest is measured either at fair value or at the non-controlling interest’s share of the identifiable net assets of the acquiree. The basis of measurement is determined on a transaction-by-transaction basis. Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Transactions eliminated on consolidation Intercompany balances and transactions, and any unrealized revenue and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements. |
Revenue from contracts with customers | Revenue from contracts with customers Performance obligations and revenue recognition policies Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for these goods and services. The following describes the nature and timing of the satisfaction of performance obligation in contracts with customers, including significant payment terms, and the related revenue recognition policies. Merchant transaction and processing services Revenue from the Company’s merchant transaction and processing services revenues are derived primarily from e-commerce and retail point of-sale payment processing services, and stem from relationships with individual merchants. Additionally, transaction and processing services revenues stem from contracts with financial institutions and other merchant acquirers. The contracts stipulate the types of services and set forth how fees will be incurred and calculated. Merchant transaction and processing services revenues are generated from processing electronic payment transactions for merchants. The Company’s transaction and processing revenues primarily comprise (a) fees calculated based on a percentage of monetary value of transactions processed; (b) fees calculated based on number of transactions processed; (c) service fees; or (d) some combination thereof that are associated with transaction and processing services. The Company’s promise to its customers is to stand ready to process transactions the customer requests on a daily basis over the contract term. The Company has determined that the merchant transaction and processing services represent a stand-ready series of distinct days of service that are substantially the same and have the same pattern of transfer to the customer. As a result, the Company has determined that merchant arrangements for transaction and processing services represent one performance obligation. Substantially all of the Company’s revenues are recognized over time as a daily series over the term of the contracts. To provide the transaction and processing services, the Company routes and clears each transaction, and obtains authorization for the transaction and requests funds settlement from the card issuing financial institution, through the applicable payment network. When third parties are involved in the transfer of goods or services to a customer, the Company considers the nature of each specific promised good or service and applies judgment to determine whether it controls the good or service before it is transferred to a customer or whether it is acting as an agent of the third party. To determine whether or not it controls the good or service before it is transferred to the customer, the Company assesses a number of indicators including whether it or the third party is primarily responsible for fulfillment and which party has discretion in determining pricing for the good or service. Based on the Company’s assessment of these indicators, it has concluded that its promise to the customer to provide transaction and processing services is distinct from the services provided by the card issuing financial institutions and payment networks in connection with payment transactions. When the Company does not have the ability to direct the use of and obtain substantially all of the benefits of the services provided by the card issuing financial institutions and payment networks before these services are transferred to the customer, and on that basis, it does not control these services prior to being transferred to the customer, the Company presents revenues net of the interchange fees charged by the card issuing financial institutions and the fees charged by the payment networks. In all other instances, the transaction and processing services revenue is reported on a gross basis, as the Company has determined it is the principal in the arrangement. Since the timing and quantity of transactions to be processed by the Company is not determinable in advance, and the consideration received is contingent upon the customers’ uses (e.g. a percentage of the transaction value or a fixed fee per transaction, number of payment transactions processed, or number of cards on file), the total transaction price is variable. The Company has determined that the performance obligation to provide merchant transaction and processing services meets the allocation of variable consideration exception criteria in that (a) the terms of the variable payment relate specifically to the entity’s efforts to satisfy the performance obligation or transfer the distinct service and (b) allocating the variable amount of consideration entirely to the performance obligation or the distinct good or service is consistent with the allocation objective when considering all of the performance obligations and payment terms in the contract. As a result, the Company allocates and recognizes variable consideration in the period it has the contractual right to invoice the customer. Other revenues The Company may sell hardware (“point-of-sale equipment”) as part of its contracts with customers. Hardware consists of terminals or gateway devices. The Company does not manufacture hardware but purchases hardware from third-party vendors and holds the hardware in inventory until purchased by a customer. The Company accounts for sales of hardware as a separate performance obligation and recognizes the revenue at its stand-alone selling price when a customer obtains control of the hardware, which is generally when the hardware is shipped. |
Segregated funds and due to merchants | Segregated funds and due to merchants Segregated funds represent amounts held in segregated bank accounts, which are held on behalf of merchants where the Company is in the flow of funds in the settlement transaction cycle. A corresponding liability (due to merchants) is recognized for the amounts to be settled to merchants. The segregated bank accounts are held with the Company’s banks and are segregated from operating funds. Both the segregated funds and the due to merchants are derecognized when the transaction is settled. |
Contract assets | Contract assets Contract assets consist of costs to obtain contracts with customers, including employee sales commissions and fees to third party agents. At contract inception, the Company capitalizes such costs that it expects to recover and that would not have been incurred if the contract had not been obtained. Consistent with the basis of transfer of the processing services to the customer, contract assets are amortized on a straight-line basis, over the expected period of contract benefit (ranging from three |
Inventory | InventoryInventory consists of point-of-sale terminals and is measured at the lower of cost and net realizable value. Cost includes purchase, conversion and other costs incurred in bringing the inventories to their present location and condition. Cost is determined using the first-in, first-out method. Net realizable value is defined as the estimated selling price in the ordinary course of business, less selling expenses. |
Property and equipment | Property and equipment Recognition and measurement Property and equipment are recorded at cost, less accumulated depreciation and accumulated impairment losses. If significant parts of an item of property and equipment have different useful lives, then they are accounted for as separate items (major components) of property and equipment. Depreciation Depreciation is calculated to write off the cost of items of property and equipment less their estimated residual values using the straight-line method over their estimated useful lives and is recognized in profit or loss as follows: Assets Period Terminals 3 to 5 years Computer equipment 3 years Office equipment, furniture and fixtures 5 years Leasehold improvements Lease term Right-of-use assets – Buildings Lease term Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. |
Intangible assets and goodwill | Intangible assets and goodwill Recognition and measurement Goodwill Goodwill represents the excess of the purchase price over the fair values of the net assets of entities acquired at their respective dates of acquisition. Goodwill is carried at cost less accumulated impairment losses. Research and development of software The Company develops software that is used in providing processing services to customers. Expenditure on research activities is recognized in profit or loss as incurred. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is carried at cost less accumulated amortization and any accumulated impairment losses. Other intangible assets Other intangible assets, including trademarks, technologies and partner and merchant relationships, that are acquired by the Company and have finite useful lives are carried at cost less accumulated amortization and any accumulated impairment losses. Subsequent expenditure Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures are recognized in profit or loss as incurred. Amortization Amortization is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is recognized in profit or loss. Goodwill is not amortized. The estimated useful lives for current and comparative periods are as follows: Assets Period Development costs – Computer software 3 - 5 years Trademarks 3 - 15 years Technologies 3 - 15 years Partner and merchant relationships 5 - 15 years Amortization methods, useful lives and residual values are reviewed at each reporting date and are adjusted if appropriate. |
Impairment of non-financial assets | Impairment of non-financial assets At each reporting date, the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested for impairment annually as at October 1 and whenever an impairment trigger is identified. For impairment testing purposes, assets that cannot be tested individually are grouped to form the smallest group of assets generating cash inflows that are largely independent of the cash inflows from other assets or groups of assets (“cash-generating units” or “CGUs”). Goodwill is allocated to the CGU or CGU group that is expected to benefit from the synergies resulting from the business combination. Each unit or group of units to which goodwill is allocated is not to be larger than an operating segment. An impairment loss is recognized if the carrying amount of an asset or a CGU exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. Fair value is determined through various valuation techniques including discounted cash flow models, valuation multiples, quoted market values and third party independent appraisals, as considered necessary. To estimate value in use, management estimates future cash flows from each asset or CGU, which are then discounted using a pre-tax discount rate that reflects current market appraisals of the time value of money and of risks of the specific asset. The data used for the impairment tests are directly related to the most recent forecast approved by the Company and are adjusted as needed to exclude the impact of future restructuring and improvements to assets. Impairment losses are recognized in profit and loss. When recognized as CGUs, impairment losses are first allocated to reduce the carrying amount of goodwill allocated to the CGU, and then to reduce the carrying amount of the other assets of the CGU on a pro rata basis on the basis of the carrying amount of each asset in the CGU. Goodwill impairment losses are not reversed. Impairment losses on non-financial assets other than goodwill are assessed at each reporting date for any indications that the loss has decreased or has been eliminated. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is only reversed to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of amortization, if no impairment loss had been recorded. |
Provisions | Provisions A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost. A contingent liability is a possible obligation that arises from past events and of which the existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not within the control of the Company; or a present obligation that arises from past events (and therefore exists), but is not recognized because it is not probable that a transfer or use of assets, provision of services or any other transfer of economic benefits will be required to settle the obligation, or the amount of the obligation cannot be estimated reliably. Provision for losses on merchant accounts Disputes between a cardholder and a merchant arise periodically, primarily as a result of their customer dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction amount is refunded to the customer by the card issuing financial institution, but the financial institution is refunded by the Company. The Company then charges back to the merchant the amount refunded to the financial institution. As such, the Company is exposed to credit risk in relation to the merchant since the Company assumes the repayment to the merchant’s customer for the full amount of the transaction even if the merchant has insufficient funds to reimburse the Company. The Company also offers transaction guarantee solutions to certain merchants. A provision for losses on merchant accounts is maintained to absorb unrecoverable chargebacks for merchant transactions that have been previously processed and on which revenues have been recorded. The provision for losses on merchant accounts specifically comprises identifiable provisions for merchant transactions for which losses can be estimated. Management evaluates the risk for such transactions and estimates the loss for disputed transactions based primarily on historical experience and other relevant factors. Management analyzes the adequacy of its provision for losses on merchant accounts in each reporting period. The net charge for the provision for merchant losses is presented in selling, general and administrative expenses in the consolidated statement of profit or loss and comprehensive income or loss. When a transaction guarantee solution is provided in the merchant agreement, the related provision for merchant losses is presented in cost of revenue. |
Leases | Leases At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right of use assets are presented within property and equipment. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. Lease terms range from zero to ten years for facilities. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Company’s incremental borrowing rate unless the interest rate implicit in the lease can be readily determined. Lease payments included in the measurement of the lease liability comprise: • fixed payments, including in-substance fixed payments; • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; • amounts expected to be payable under a residual value guarantee; and • the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. At commencement or on modification of a contract that contains a lease component, the Company has elected not to separate non-lease components and instead to account for the lease and non-lease components as a single lease component. Short-term leases and leases of low-value assets The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases and leases of low-value assets. The Company recognizes the lease payments associated with those leases as an expense on a straight-line basis over the lease term. |
Financial instruments | Financial instruments Recognition and initial measurement Financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. Classification and subsequent measurement Financial instruments are classified into the following specified categories: amortized cost, fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”). The classification depends on the nature and purpose of the financial instrument and is determined at the time of initial recognition. The Company’s financial instruments have been classified as follows: Financial instruments Classification Financial assets Cash Amortized cost Trade and other receivables Amortized cost Segregated funds Amortized cost Advances to third parties FVTPL Processor deposits Amortized cost Investments 1 FVTPL Financial liabilities Trade and other payables Amortized cost Put option liability 2 FVTPL Contingent considerations 3 FVTPL Due to merchants Amortized cost Loans and borrowings Amortized cost 1 Investments are presented as Other non-current assets in the Consolidated Statements of Financial Position 2 Put option liability is presented as Other liabilities in the Consolidated Statements of Financial Position 3 Contingent considerations are presented as Other liabilities in the Consolidated Statements of Financial Position Financial assets classified and measured at amortized cost are initially recorded at fair value plus any directly attributable transaction costs and are subsequently measured using the effective interest method, less any impairment loss if: • The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and • The contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and/or interest. Interest income or expense is recognized by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial. Financial assets that do not meet the above conditions are classified and measured at FVTPL and any transaction costs are expensed as incurred. A financial liability is classified at FVTPL if it is classified as held-for-trading, it is a contingent consideration in a business combination, it is a derivative or it is designated as such on initial recognition. Financial liabilities at fair value are measured at fair value and net gains and losses, including interest expense, are recognized in profit or loss. Derecognition The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expired. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount presented in the consolidated statements of financial position only when the Company has a legal right to set off the amounts and intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously. Impairment of non-derivative financial assets At each reporting date, the Company recognizes loss allowances for expected credit losses (“ECL”) on financial assets carried at amortized cost. The Company’s trade and other receivables are accounts receivable with no financing component and have maturities of less than 12 months, and as such the Company applies the simplified approach for ECLs. As a result, the Company does not track changes in credit risk related to its trade and other receivables, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. For other financial assets subject to impairment, the Company measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs: • debt securities that are determined to have low credit risk at the reporting date; and • other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition. The Company’s approach to ECLs reflects a probability-weighted outcome, the time value of money and reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions. The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk. The Company uses the provision matrix as a practical expedient to measure ECLs on accounts receivable, based on days past due for groupings of receivables with similar loss patterns. Accounts receivable are grouped based on their nature. The provision matrix is based on historical and experience observed loss rates over the expected life of the receivables with merchants and processors, and is adjusted for forward-looking estimates. The Company also considers collection experience and makes estimates regarding collectability based on trends and aging. |
Share capital | Share capital Common shares Incremental costs directly attributable to the issuance of common shares are recognized as a deduction from equity, net of tax effects. Prior to the TSX listing on September 22, 2020, certain Class A common shares, Series A, for which a holder had a put option to require the Company to purchase all or part of the common shares at any time at fair value in exchange for cash were classified as financial liabilities. Preferred shares Prior to the TSX listing on September 22, 2020, the Company had preferred shares outstanding. Redeemable preferred shares were classified as financial liabilities because they were redeemable in cash by the holders. Any dividends thereon were recognized as interest expense in profit or loss as they were accrued. Non-redeemable preferred shares were classified as equity because they bore discretionary dividends, did not contain any obligations to deliver cash or other financial assets and did not require settlement in a variable number of the Company’s equity instruments. |
Share-based payment arrangements | Share-based payment arrangements The Company has authorized long-term incentive plans under which options, Restricted Share Units ("RSUs"), Performance Share Units ("PSUs") and Deferred Share Units ("DSUs") can be granted. The grant date fair value of equity-settled share-based arrangements granted to directors, officers, employees and consultants is recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards with which the related service is expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service at the vesting date. When the Company grants share-based arrangements that vest upon reaching certain performance conditions, the Company assesses, at the grant date, whether those performance conditions are market or non-market conditions. Market conditions are considered in the fair value estimate on the grant date and this fair value is not revised subsequently. For non-market conditions, the Company estimates the expected outcome of the performance targets and how many options and PSUs are expected to vest. The Company revises those estimates and related expense until the final outcome is known. When share-based arrangements have been communicated and service inception date is deemed to have occurred but a shared understanding of the terms and conditions of the arrangement has not been reached, an expense, with a corresponding increase in equity, is recognized over the vesting period of the awards based on the best estimate of fair value at grant date. A shared understanding of the terms and conditions is not met if the outcome of the arrangement is based primarily on subjective factors. The fair value at grant date will be revised at every reporting period until the uncertainty is resolved or lapses. |
Net income (loss) per share | Net income (loss) per share Basic income (loss) per share is calculated by dividing net income (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted income (loss) per share is calculated by dividing net income (loss) attributable to common shareholders of the Company, adjusted as necessary for the impact of potentially dilutive securities, by the weighted average number of common shares outstanding during the year and the impact of securities that would have a dilutive effect on income (loss) per share. |
Income taxes | Income taxes Income tax expense comprises current and deferred taxes. Current and deferred taxes are recognized in profit or loss except to the extent that they relate to a business combination, or items recognized directly in equity or in other comprehensive income (loss). The Company recognizes the tax benefit from an uncertain tax position only if it is probable that the tax position will be sustained based on its technical merits. The Company measures and records the tax benefits from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company’s estimated liabilities related to these matters are adjusted in the period in which the uncertain tax position is effectively settled, the statute of limitations for examination expires or when additional information becomes available. Current income taxes Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred income taxes Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same tax authority on the same taxable entity or on different tax entities, but the entities intend to settle current tax liabilities and assets on a net basis or the tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. |
Investment tax credits and other government grants | Investment tax credits and other government grants Government grants, consisting of grants and investment tax credits, are recorded as a reduction of the related expense or cost of the asset acquired. Government grants are recognized when there is reasonable assurance that the Company has met or will meet the requirements of the approved grant program and there is reasonable assurance that the grant will be received. Grants that compensate the Company for expenses incurred are recognized in profit or loss in reduction thereof on a systematic basis in the same years in which the expenses are recognized. Grants that compensate the Company for the cost of an asset are recognized in profit or loss on a systematic basis over the useful life of the asset. The Company incurs research and development expenditures which are eligible for scientific research and experimental development ("SR&ED") tax credit in certain jurisdictions. Refundable investment tax credits are recorded as SR&ED tax credits in the consolidated statements of profit or loss and comprehensive income or loss when there is reasonable assurance that the credits will be realized. Non-refundable SR&ED tax credits, which are deductible against income taxes otherwise payable, are recorded in income as a reduction of the related research and development expenses when there is reasonable assurance that the credits will be realized. The SR&ED tax credits recorded are based on management’s best estimate of amounts expected to be recovered and are subject to audit by taxation authorities. To the extent that actual SR&ED tax credits differ from the estimate, those differences are recorded in the period of assessment by taxation authorities as an adjustment of the items to which they relate. |
New accounting standards and interpretations adopted and issued but not yet adopted | New accounting standards and interpretations adopted A number of amendments to existing standards issued by the IASB have been applied in preparing these consolidated financial statements. None of the amendments had an impact on these consolidated financial statements. The following amendments were adopted on January 1, 2020: Amendments to references to conceptual framework in IFRS standards On March 29, 2018, the IASB issued a revised version of its Conceptual Framework , which included the following main improvements: • New concepts on measurement, including factors to be considered when selecting a measurement basis; • New concepts on presentation and disclosure, including when to classify income and expenses in other comprehensive income; • New guidance on when assets and liabilities are removed from financial statements; • Updated definitions of an asset and liability; • Updated criteria for including assets and liabilities in financial statements; and • Clarifications of prudence, stewardship, measurement uncertainty and substance over form. Definition of a business (amendments to IFRS 3, Business Combinations) The Company adopted amendments to IFRS 3, Business Combinations that seek to clarify whether an acquisition results in a business acquisition or a group of assets. The amended definition of a business has a narrow scope, stating that the process must be substantial, and that the inputs and the process must together have the capacity to contribute significantly to the creation of outputs. In addition, the definition of output is reduced to the concept of goods and services to customers, whereas the previous definition emphasized returns in the form of dividends. The amendments also include an optional fair value concentration test that simplifies the assessment of whether an acquisition results in a business acquisition or a group of assets. Definition of material (amendments to IAS 1, Presentation of Financial Statements, and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors) On October 31, 2018, the IASB clarified the definition of materiality. Following this amendment, information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. IFRS 16 – COVID-19-related rent concessions On May 28, 2020, the IASB published an amendment to IFRS 16, Leases , that provides an optional practical expedient for lessees from assessing whether a rent concession related to COVID-19 is a lease modification. The following amendments were adopted on January 1, 2021: Interest rate benchmark reform - Phase 2 The Company adopted the amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. These amendments provide temporary relief which address the financial reporting effects when an interbank offered rate is replaced with an alternative nearly risk-free interest rate. The amendments provide two key reliefs which are applicable to changes undertaken as a direct consequence of the reform and where the change in rate are transacted on an economically equivalent basis: • Modification of financial instruments carried at amortized cost resulting from the reform are reflected prospectively as a change in the effective interest rate of the instrument rather than as an immediate gain or loss. • Upon certain criteria, hedging relationships that are directly impacted by the reform would be able to continue hedge accounting upon the transition to the new rate. All the amendments described above had no impact on these consolidated financial statements. New accounting standards and interpretations issued but not yet adopted A number of amendments to existing standards issued by the IASB are mandatory but not yet effective for the year ended December 31, 2021. The Company is not expecting that these amendments will have any material impact on its consolidated financial statements. Amendments to references to conceptual framework in IFRS Standards This amendment replaces references to the 2010 Conceptual Framework for Financial Reporting with references to the 2018 Conceptual Framework for Financial Reporting in order to determine what constitutes an asset or liability in a business combination, adds a new exception for certain liabilities and contingent liabilities to refer to IAS 37, Provisions, Contingent Liabilities and Contingent Assets , or IFRIC 21, Levies , rather than to the 2018 Conceptual Framework, and clarifies that an acquirer should not recognize contingent assets at the acquisition date. The amendments are effective for business combinations occurring in reporting periods starting on or after January 1, 2022. Earlier application is permitted. Amendments to liability classification On January 23, 2020, the IASB issued amendments to IAS 1, Presentation of Financial Statements (the amendments), to clarify the requirements for classifying liabilities as current or non-current. More specifically: a. The amendments specify that the conditions which exist at the end of the reporting period are those which will be used to determine if a right to defer settlement of a liability exists; b. Management expectations about events after the consolidated statement of financial position date, for example on whether a covenant will be breached, or whether early settlement will take place, are not relevant; and c. The amendments clarify the situations that are considered settlement of a liability. The amendments are applicable to annual periods beginning on or after January 1, 2023. |
Significant accounting polici_3
Significant accounting policies and new accounting standards (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Significant Accounting Policies [Abstract] | |
Schedule of subsidiaries | The Company’s principal subsidiaries, their jurisdiction of incorporation and the Company’s percentage ownership share of each are as follows: Subsidiary Jurisdiction of Ownership Loan Payment Pro ("LPP") United States 60% Nuvei Commerce LLC (formerly known as "Base Commerce Acquisition Company, LLC") United States 100% Nuvei Consulting Services Ltd. (Fomerly known as "SafeCharge (Israel) Ltd.") Israel 100% Nuvei International Group Limited (formerly known as "SafeCharge International Group Limited") Guernsey 100% Nuvei Ltd. (formerly known "SafeCharge Digital Limited") Cyprus 100% Nuvei Technologies Corp. Canada 100% Nuvei Technologies Inc. United States 100% Nuvei Technology & Services B.V. (formerly known as "Smart2Pay Technology & Services B.V.") Netherlands 100% Nuvei US LLC (formerly known as "Mazooma US Inc.") United States 100% SimplexCC Ltd. Israel 100% |
Schedule of estimated useful lives of property and equipment | Depreciation is calculated to write off the cost of items of property and equipment less their estimated residual values using the straight-line method over their estimated useful lives and is recognized in profit or loss as follows: Assets Period Terminals 3 to 5 years Computer equipment 3 years Office equipment, furniture and fixtures 5 years Leasehold improvements Lease term Right-of-use assets – Buildings Lease term |
Schedule of estimated useful lives of intangible assets | The estimated useful lives for current and comparative periods are as follows: Assets Period Development costs – Computer software 3 - 5 years Trademarks 3 - 15 years Technologies 3 - 15 years Partner and merchant relationships 5 - 15 years |
Schedule of financial instruments classification | The Company’s financial instruments have been classified as follows: Financial instruments Classification Financial assets Cash Amortized cost Trade and other receivables Amortized cost Segregated funds Amortized cost Advances to third parties FVTPL Processor deposits Amortized cost Investments 1 FVTPL Financial liabilities Trade and other payables Amortized cost Put option liability 2 FVTPL Contingent considerations 3 FVTPL Due to merchants Amortized cost Loans and borrowings Amortized cost |
Business combinations and dis_2
Business combinations and disposals (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about business combination [abstract] | |
Schedule of purchase price allocation | The following table summarizes the final or preliminary amounts of assets acquired and liabilities assumed at the acquisition date for all acquisitions in the period: Base Mazooma (Preliminary) Simplex Paymentez Total Assets acquired Cash 744 5,369 52,832 1,224 60,169 Segregated funds 122,139 18,506 3,632 94 144,371 Trade and other receivables 6,860 809 3,641 323 11,633 Prepaid expenses 42 238 — — 280 Property and equipment 160 — 428 29 617 Processor deposits 1,385 — — — 1,385 Other non-current assets — — — 1,109 1,109 Intangible assets Trademarks 2,396 — — 222 2,618 Technologies 8,809 22,076 105,435 10,878 147,198 Partner and merchant relationships 47,232 15,158 55,422 4,420 122,232 Goodwill 1 32,109 28,069 103,098 9,196 172,472 Deferred tax assets — — 24 — 24 221,876 90,225 324,512 27,495 664,108 Liabilities assumed — Trade and other payables (7,059) (290) (6,104) (1,287) (14,740) Other current liabilities — (1,763) — — (1,763) Due to merchants (122,139) (18,506) (3,632) (94) (144,371) Income taxes payable — (5,565) (4,678) (156) (10,399) Deferred tax liabilities — (9,598) (19,524) — (29,122) Other non-current liabilities — — — (1,499) (1,499) 92,678 54,503 290,574 24,459 462,214 Total consideration — Cash paid 89,674 43,116 290,574 24,459 447,823 Equity issuance — 11,387 — — 11,387 Contingent consideration 3,004 — — — 3,004 92,678 54,503 290,574 24,459 462,214 The following table summarizes the final amounts of assets acquired and liabilities assumed at the acquisition date: Smart2Pay Assets acquired Cash 14,390 Segregated funds 25,534 Trade and other receivables 89 Prepaid expenses 88 Other assets 96 Property and equipment 276 Right-of-use asset 95 Intangible assets: Technologies 63,093 Partner and merchant relationships 103,503 Goodwilll 1 198,439 405,603 Liabilities assumed Trade and other payables (1,026) Due to merchants (25,534) Lease liabilities (97) Income tax payable (631) Deferred tax liabilities (41,650) 336,665 Total consideration Cash paid 81,927 Equity issuance 254,738 Total 336,665 |
Schedule of assets and liabilities sold | Assets and liabilities sold comprise the following: $ Goodwill 7,664 Intangible assets 9,689 Trade and other receivables 1,673 Other assets 1,864 Assets disposed 20,890 Accounts payable and accrued liabilities 779 Other liabilities 728 Liabilities disposed 1,507 Cash proceeds, net of $2,063 in cash 19,045 |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Schedule of trade and other receivables | 2021 2020 $ $ Trade receivables 34,765 26,657 Investment tax credits 36 805 Other receivables 4,461 4,593 Total 39,262 32,055 |
Advances to third parties (Tabl
Advances to third parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Schedule of advances to third parties | Advances to third parties comprise the following: 2021 2020 $ $ Advances to a third party independent sales organization 16,616 46,680 Other 164 318 16,780 46,998 Current portion (3,104) (8,520) Long-term portion 13,676 38,478 |
Schedule of movement in advances to third parties | The movement in the advances to a third party independent sales organization is as follows: 2021 2020 $ $ Balance, beginning of year 46,680 51,175 Interest on advances to a third party 2,568 5,427 Merchant residuals received (9,036) (12,649) Settlement of advances to a third party (23,687) — Acquisition — 3,240 Fair value remeasurement 91 (513) Balance, end of year 16,616 46,680 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, plant and equipment [abstract] | |
Schedule of property and equipment | Note Terminals Computer equipment Office equipment, furniture and fixtures Leasehold improvements Right-of-use Total $ $ $ $ $ Cost Balance as at December 31, 2019 2,378 5,578 1,163 3,584 8,676 21,379 Acquisitions 541 2,725 47 82 3,176 6,571 Disposal — (3,401) (72) (74) — (3,547) Acquisition through business combinations 4 — 164 43 69 95 371 Effect of movements in exchange rates 30 (270) — 4 47 (189) Balance as at December 31, 2020 2,949 4,796 1,181 3,665 11,994 24,585 Acquisitions 649 4,452 374 253 1,747 7,475 Acquisition through business combinations 4 41 446 111 19 — 617 Effect of movements in exchange rates (7) 70 76 (36) 65 168 Balance as at December 31, 2021 3,632 9,764 1,742 3,901 13,806 32,845 Accumulated depreciation Balance as at December 31, 2019 1,109 2,401 196 662 1,739 6,107 Depreciation 556 1,959 159 286 2,161 5,121 Disposal — (3,108) (28) (28) — (3,164) Effect of movement in exchange rates (1) — — — (15) (16) Balance as at December 31, 2020 1,664 1,252 327 920 3,885 8,048 Depreciation 556 2,373 223 341 2,318 5,811 Effect of movement in exchange rates — 100 18 (8) 20 130 Balance as at December 31, 2021 2,220 3,725 568 1,253 6,223 13,989 Carrying amounts At December 31, 2020 1,285 3,544 854 2,745 8,109 16,537 At December 31, 2021 1,412 6,039 1,174 2,648 7,583 18,856 |
Intangible assets and goodwill
Intangible assets and goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets and goodwill | Note Computer software Trademarks Technologies Partner and merchant relationships Total intangible assets Goodwill $ $ $ $ $ $ Cost Balance as at December 31, 2019 37,030 9,519 196,956 251,228 494,733 768,497 Acquisitions 14,448 — — — 14,448 — Acquisition through business combinations 4 — — 63,093 103,503 166,596 198,439 Disposal (4,183) (196) (3,267) (2,572) (10,218) (7,664) Effect of movements in exchange rates 820 — 3,220 5,173 9,213 10,548 Balance as at December 31, 2020 48,115 9,323 260,002 357,332 674,772 969,820 Acquisitions 25,217 — 95 — 25,312 — Acquisition through business combinations 4 — 2,618 147,198 122,232 272,048 172,472 Settlement of advances to a third party 7 — — — 23,687 23,687 — Effect of movements in exchange rates (178) (6) (4,963) (8,141) (13,288) (15,524) Balance as at December 31, 2021 73,154 11,935 402,332 495,110 982,531 1,126,768 Accumulated amortization Balance as at December 31, 2019 10,473 4,584 9,171 62,125 86,353 — Amortization 10,861 3,216 13,454 37,021 64,552 — Disposal — (54) (182) (143) (379) — Effect of movements in exchange rates — — 1 13 14 — Balance as at December 31, 2020 21,334 7,746 22,444 99,016 150,540 — Amortization 11,976 1,057 22,589 49,395 85,017 — Effect of movements in exchange rates — — (271) (355) (626) — Balance as at December 31, 2021 33,310 8,803 44,762 148,056 234,931 — Carrying amounts At December 31, 2020 26,781 1,577 237,558 258,316 524,232 969,820 At December 31, 2021 39,844 3,132 357,570 347,054 747,600 1,126,768 Nuvei 1 Digital 2 Credit Loan Total Notes $ $ $ $ $ Balance as at December 31, 2019 313,560 431,890 7,664 15,383 768,497 Disposal of subsidiary — — (7,664) — (7,664) Acquisitions through business combinations 4 — 198,439 — — 198,439 Effect of movements in exchange rates — 10,548 — — 10,548 Balance as at December 31, 2020 313,560 640,877 — 15,383 969,820 Acquisitions through business combinations 4 60,178 112,294 — — 172,472 Effect of movements in exchange rates — (15,524) — — (15,524) Balance as at December 31, 2021 373,738 737,647 — 15,383 1,126,768 1 Includes the acquisitions of Base and Mazooma (note 4) 2 Includes the acquisitions of Smart2Pay, Simplex and Paymentez (note 4) |
Trade and other payables (Table
Trade and other payables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Trade and other payables [abstract] | |
Schedule of trade and other payables | Trade and other payables comprise the following: 2021 2020 $ $ Trade payables 29,720 20,307 Accrued bonuses and other compensation-related liabilities 30,460 13,541 Sales tax 10,358 6,073 Interest payable 262 1,212 Due to processors 6,497 3,644 Due to merchants not related to segregated funds 14,991 14,823 Other accrued liabilities 9,560 5,179 101,848 64,779 |
Other liabilities (Tables)
Other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Schedule of other current liabilities | Other current liabilities comprise the following: Note 2021 2020 $ $ Provision for losses on merchant accounts 6,265 6,694 Contingent consideration 22 3,004 — LPP put option liability 22 531 — Other 3,426 438 13,226 7,132 |
Schedule of movements in provision for losses on merchant accounts | The movements in the provision for losses on merchant accounts are as follows: 2021 2020 $ $ Balance – Beginning of year 6,694 3,736 Provision made during the year 2,199 4,342 Provision used or reversed during the year (2,628) (1,384) Balance – End of year 6,265 6,694 |
Schedule of other non-current liabilities | Other non-current liabilities comprise the following: Note 2021 2020 $ $ LPP put option liability 22 — 1,036 Other 4,509 623 4,509 1,659 |
Loans and borrowings (Tables)
Loans and borrowings (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Schedule of loans and borrowings | The terms and conditions of the Company’s loans and borrowings are as follows: December 31, December 31, Notes Facility Carrying Facility Carrying $ $ $ $ Amended and Restated Credit Facility (a), (b) First lien credit facilities Term loan facilities 511,971 500,282 211,971 206,481 Revolving credit facility 385,000 — 100,000 — Total credit facilities 500,282 206,481 Lease liabilities (c) 8,313 8,772 508,595 215,253 Current portion of loans and borrowings (7,349) (2,527) Loans and borrowings 501,246 212,726 |
Schedule of lease amounts recognized in profit or loss and comprehensive income or loss | Amounts recognized in the consolidated statements of profit or loss and comprehensive income or loss relating to lease liabilities are as follow: 2021 2020 $ $ Interest expense on lease liabilities 382 384 Foreign exchange loss (gain) (45) 259 Variable lease payments 1,859 1,891 2,196 2,534 |
Unsecured convertible debentu_2
Unsecured convertible debentures due to shareholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Unsecured Convertible Debentures [Abstract] | |
Schedule of movement in unsecured convertible debentures due to shareholders | The movement in the unsecured convertible debentures due to shareholders is as follows: 2020 $ Balance – Beginning of year 109,022 Interest capitalized on unsecured debentures 15,503 Conversion to Class A common shares, Series C (30,180) Cash repayment (93,384) Other (961) Balance – End of year — |
Share capital (Tables)
Share capital (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Share Capital, Reserves And Other Equity Interest [Abstract] | |
Schedule of outstanding share capital | The outstanding share capital of the Company, its subsidiary and related put options were classified as equity or liabilities as follows and changes to the Company’s share capital were as follows: Classified as liabilities 2021 2020 Quantity Value Quantity Value Unit $ Unit $ Company’s share capital Class A common shares, Series A Balance – Beginning of year — — 14,175,549 58,262 Conversion into Subordinate Voting Shares — — (14,175,549) (131,691) Changes in the redemption amount accounted as financing costs — — — 73,429 Balance – End of year — — — — Class B preferred shares Balance – Beginning of year — — 32,000,000 39,967 Conversion into Subordinate Voting Shares — — (32,000,000) (42,976) Changes in the redemption amount accounted as financing costs — — — 3,009 Balance – End of year — — — — Classified as equity 2021 2020 Quantity Value Quantity Value Unit $ Unit $ Company’s share capital Class A common shares, Series A Balance – Beginning of year — — 68,032,894 103,271 Conversion into Subordinate Voting Shares — — (68,032,894) (103,271) Balance, end of year — — — — Class A common shares, Series B Balance – Beginning of year — — 66,739,698 86,145 Conversion into Subordinate Voting Shares — — (66,739,698) (86,145) Balance – End of year — — — — Class A common shares, Series C Balance – Beginning of year — — 56,259,910 72,618 Issuance of shares – Unsecured convertible debenture conversion — — 3,250,206 30,180 Conversion into Subordinate Voting Shares — — (59,510,116) (102,798) Balance – End of year — — — — Class A common shares, Series D Balance – Beginning of year — — 44,403,491 182,498 Conversion into Subordinate Voting Shares — — (44,403,491) (182,498) Balance – End of year — — — — Class B common shares Balance – Beginning of year — — 1,457,360 5,990 Issuance of shares — — 89,286 193 Conversion into Subordinate Voting Shares — — (1,546,646) (6,183) Balance – End of year — — — — Class A preferred shares Balance – Beginning of year — — 1,000 1 Conversion into Class B preferred shares — — (1,000) (1) Balance – End of year — — — — Class B preferred shares Balance – Beginning of year — — — — Issuance of shares – Class A preferred shares conversion — — 1,000 1 Redemption of shares — — (1,000) (1) Balance – End of year — — — — 2021 2020 Quantity Value Quantity Value Unit $ Unit $ Subordinate Voting Shares Balance – Beginning of year 45,924,637 1,139,723 — — Issuance of shares Conversion of Class A common shares, series A, B, C, and D — — 90,307,767 606,403 Conversion of Class B common and preferred shares and convertible debentures — — 11,980,945 49,159 Conversion of multiple voting shares 16,183,189 85,271 — — Exercise of stock options 1,233,084 11,711 760 4 Issuance under public listings 3,450,000 424,833 29,171,050 758,447 Issuance for acquisitions 138,522 11,387 6,711,923 254,738 Conversion into multiple voting shares — — (92,247,808) (486,062) Issuance fees — (16,611) — (42,966) Balance – End of year 66,929,432 1,656,314 45,924,637 1,139,723 Multiple voting shares Balance – Beginning of year 92,247,808 486,062 — — Issuance of shares — — 92,247,808 486,062 Conversion into Subordinate Voting Shares (16,183,189) (85,271) — — Balance – End of year 76,064,619 400,791 92,247,808 486,062 Total 142,994,051 2,057,105 138,172,445 1,625,785 |
Revenue and expenses by nature
Revenue and expenses by nature (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Analysis of income and expense [abstract] | |
Schedule of revenue and expenses by nature | 2021 2020 $ $ Revenue Merchant transaction and processing services revenue 715,769 368,299 Other revenue 8,757 7,927 724,526 376,226 Cost of revenue Processing cost 143,261 64,106 Cost of goods sold 4,494 5,149 147,755 69,255 Selling, general and administrative expenses Commissions 125,531 67,410 Employee compensation 109,798 57,509 Depreciation and amortization 90,828 69,673 Professional fees 24,532 15,493 Share-based payments 53,180 10,407 Transaction losses 2,662 5,362 Contingent consideration adjustment — (2,470) Other 24,772 11,588 431,303 234,972 |
Net finance costs (Tables)
Net finance costs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Borrowing costs [abstract] | |
Schedule of net finance costs | 2021 2020 $ $ Finance income Interest on advances to third parties and interest income (2,859) (5,427) Finance costs Interest on loans and borrowings (excluding lease liabilities) 16,380 42,024 Interest expense on lease liabilities 382 384 Other interest expense 117 251 Change in redemption amount of liability-classified Class A common shares — 73,429 Change in redemption amount of subsidiary’s preferred shares — 3,009 Interest on unsecured debentures — 15,503 Loss on debt modification or early repayment — 24,491 16,879 159,091 Net finance costs 14,020 153,664 |
Share-based payment arrangeme_2
Share-based payment arrangements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangements [Abstract] | |
Schedule of outstanding stock options | The table below summarizes the changes in the outstanding RSUs, PSUs, DSUs, and stock options for the years ended December 31, 2021, and 2020: Stock options Restricted share units Performance share units Deferred share units Quantity Weighted $ Outstanding, beginning of year 2020 — — — 3,659,375 4.00 Clawed back by the Company — — — (357,143) 3.75 Forfeited — — — (94,836) 24.57 Granted — — 3,076 3,795,757 27.62 Exercised — — — (32,648) 4.70 Outstanding, end of year 2020 — — 3,076 6,970,505 16.59 Forfeited (617) — — (264,395) 30.06 Granted 972,714 1,395,169 7,295 3,374,192 117.25 Exercised — — — (1,233,084) 7.29 Outstanding, end of year 2021 972,097 1 1,395,169 10,371 8,847,218 55.87 Exercisable, end of year 2020 — — 3,076 3,132,644 3.71 Exercisable, end of year 2021 — — 10,371 2,656,976 8.95 Granted - Weighted average grant date fair value 2020 — — $26.00 $8.30 — Granted - Weighted average grant date fair value 2021 $97.11 1 $92.74 $71.65 $31.48 — 1 484,590 of the 972,714 RSUs were granted to a third party consultant and have not met the accounting grant date definition since as there is no mutual agreement of the services to be rendered by the consultant. Furthermore, if such a mutual agreement with the consultant is not met, the RSUs will not vest and will be cancelled. The fair value will be assessed at the time of grant when and if the services are agreed by both parties. These units have not been included in the weighted average grant date fair value of RSUs in the table above. |
Schedule of outstanding RSUs, PSUs, and DSUs | The table below summarizes the changes in the outstanding RSUs, PSUs, DSUs, and stock options for the years ended December 31, 2021, and 2020: Stock options Restricted share units Performance share units Deferred share units Quantity Weighted $ Outstanding, beginning of year 2020 — — — 3,659,375 4.00 Clawed back by the Company — — — (357,143) 3.75 Forfeited — — — (94,836) 24.57 Granted — — 3,076 3,795,757 27.62 Exercised — — — (32,648) 4.70 Outstanding, end of year 2020 — — 3,076 6,970,505 16.59 Forfeited (617) — — (264,395) 30.06 Granted 972,714 1,395,169 7,295 3,374,192 117.25 Exercised — — — (1,233,084) 7.29 Outstanding, end of year 2021 972,097 1 1,395,169 10,371 8,847,218 55.87 Exercisable, end of year 2020 — — 3,076 3,132,644 3.71 Exercisable, end of year 2021 — — 10,371 2,656,976 8.95 Granted - Weighted average grant date fair value 2020 — — $26.00 $8.30 — Granted - Weighted average grant date fair value 2021 $97.11 1 $92.74 $71.65 $31.48 — 1 484,590 of the 972,714 RSUs were granted to a third party consultant and have not met the accounting grant date definition since as there is no mutual agreement of the services to be rendered by the consultant. Furthermore, if such a mutual agreement with the consultant is not met, the RSUs will not vest and will be cancelled. The fair value will be assessed at the time of grant when and if the services are agreed by both parties. These units have not been included in the weighted average grant date fair value of RSUs in the table above. |
Schedule of stock options weighted average assumptions | The fair value of stock options issued during the years ended December 31, 2021 and 2020, was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: 2021 2020 Omnibus Legacy - Final grant Share price $117.25 $28.71 $6.15 ($17.22 post conversion) Exercise price $117.25 $28.71 $6.15 ($17.22 post conversion) Risk-free interest rate 1.08% 0.29% 0.49% Expected volatility 33.4% 31.4% 27.6% Expected term 5.9 years 5.2 years 5.0 years |
Schedule of stock options outstanding and exercisable by exercise price | The following table summarizes information about stock options outstanding and exercisable as at December 31, 2021 as adjusted for the Reorganization discussed in Note 14: Options outstanding Options exercisable Exercise price Number Weighted Number Weighted 2.80 1,069,719 6.1 1,069,719 6.1 3.42 – 4.00 827,740 6.7 827,740 6.7 4.70 – 6.30 111,028 7.1 111,028 7.1 11.51 – 17.22 557,312 8.1 173,676 8.0 26.00 – 47.21 2,918,460 8.8 474,813 8.8 57.50 – 78.58 298,504 5.7 — — 104.53 – 127.33 3,064,455 9.7 — — 8,847,218 8.4 2,656,976 6.9 |
Schedule of stock options outstanding and exercisable weighted average remaining term | The following table summarizes information about stock options outstanding and exercisable as at December 31, 2021 as adjusted for the Reorganization discussed in Note 14: Options outstanding Options exercisable Exercise price Number Weighted Number Weighted 2.80 1,069,719 6.1 1,069,719 6.1 3.42 – 4.00 827,740 6.7 827,740 6.7 4.70 – 6.30 111,028 7.1 111,028 7.1 11.51 – 17.22 557,312 8.1 173,676 8.0 26.00 – 47.21 2,918,460 8.8 474,813 8.8 57.50 – 78.58 298,504 5.7 — — 104.53 – 127.33 3,064,455 9.7 — — 8,847,218 8.4 2,656,976 6.9 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Schedule of variations of income tax (expense) recovery from rates applicable to income before income taxes | Variations of income tax expense (recovery) from the basic Canadian federal and provincial combined tax rates applicable to income before income taxes are as follows: 2021 2020 $ % $ % Income (loss) before income taxes 131,961 (100,583) Statutory tax rates 26.5 26.5 Income taxes expense (recovery) at statutory rate 34,970 (26,655) Add (deduct) effect of Permanent difference items 103 18,966 Rate differential (20,116) (3,773) Prior year adjustments (4,280) 2,148 Change in unrecognized deductible temporary differences 3,975 11,283 Share-based payments 9,566 2,358 Other 698 (1,240) Total tax expense 24,916 3,087 |
Schedule of details and components of income tax expense (recovery) | The details of income tax expense (recovery) are as follows: 2021 2020 $ $ Income tax expense (recovery) Current 34,914 13,491 Deferred (9,998) (10,404) 24,916 3,087 The components of current income tax expense (recovery) are as follows: 2021 2020 $ $ Current income tax expense (recovery) Current 34,635 13,732 Adjustment of prior year income tax expense (recovery) 279 (241) 34,914 13,491 The components of deferred income tax expense (recovery) are as follows: 2021 2020 $ $ Deferred income tax expense (recovery) Origination and reversal of temporary differences (9,417) (27,670) Change in unrecognized deductible temporary differences 3,975 14,877 Adjustment of prior year income tax expense (recovery) (4,556) 2,389 (9,998) (10,404) |
Schedule of deferred income taxes | The details of changes of deferred income taxes are as follows for the year ended December 31, 2021: Deferred tax assets (liabilities) as at December 31, 2020 Recognized in net income Business combinations Equity Foreign currency exchange differences Deferred tax assets (liabilities) as at December 31, 2021 $ $ $ $ $ $ Deferred tax assets Share-based payments — 551 — 3,763 — 4,314 Net operating tax losses carried forward 2,286 1,708 24 — — 4,018 Intangible assets 3,117 4,637 (3,829) — — 3,925 Accrued liabilities 1,810 665 374 — 75 2,924 Total deferred tax assets 7,213 7,561 (3,431) 3,763 75 15,181 Deferred tax liabilities Intangible assets (54,267) 7,588 (26,740) — 3,376 (70,043) Other 1,899 (4,916) 1,073 — 144 (1,800) Property and equipment (773) (132) — — — (905) Deferred costs (392) (103) — — (2) (497) Total deferred tax liabilities (53,533) 2,437 (25,667) — 3,518 (73,245) Total net deferred tax assets (liabilities) (46,320) 9,998 (29,098) 3,763 3,593 (58,064) The details of changes of deferred income taxes are as follows for the year ended December 31, 2020: Deferred tax assets (liabilities) as at December 31, 2019 Recognized in net loss Business combination Foreign currency exchange differences Deferred tax assets (liabilities) as at December 31, 2020 $ $ $ $ $ Deferred tax assets Intangible assets (2,944) 6,061 — — 3,117 Net operating tax losses carried forward 2,009 277 — — 2,286 Other 597 1,302 — — 1,899 Accrued liabilities 2,834 (1,024) — — 1,810 Total deferred tax assets 2,496 6,616 — — 9,112 Deferred tax liabilities Intangible assets (14,590) 4,071 (41,650) (2,098) (54,267) Property and equipment 1,332 (2,105) — — (773) Deferred costs (408) 16 — — (392) Unrealized foreign currency exchange (1,806) 1,806 — — — Total deferred tax liabilities (15,472) 3,788 (41,650) (2,098) (55,432) Total net deferred tax assets (liabilities) (12,976) 10,404 (41,650) (2,098) (46,320) The deferred income taxes are presented on the consolidated statements of financial position as follows: 2021 2020 $ $ Deferred tax assets 13,036 3,785 Deferred tax liabilities (71,100) (50,105) (58,064) (46,320) |
Schedule of unrecognized deferred income tax assets | Unrecognized deferred income tax assets balances are as follows: 2021 2020 $ $ Net operating tax losses carried forward 24,865 27,082 Deductible temporary differences, including capital losses 12,132 11,645 |
Schedule of net operating tax losses carried forward with no deferred tax asset | The net operating tax losses carried forward for which no deferred income tax asset was recognized expire as follows: As at December 31, 2021 Gross amount of net operating tax losses carried forward Tax-effected Expiry Period $ $ Expire 92,412 24,436 2031 to 2041 Never expire 2,413 429 N/A 94,825 24,865 As at December 31, 2020 Gross amount of net operating tax losses carried forward Tax-effected Expiry Period $ $ Expire 102,196 27,082 2039 to 2040 |
Net income (loss) per share (Ta
Net income (loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings per share [abstract] | |
Schedule of net income (loss) per share | 2021 2020 $ $ Net income (loss) attributable to common shareholders of the Company (basic and diluted) 102,293 (106,230) Weighted average number of common shares outstanding – basic* 139,729,116 98,681,060 Effect of dilutive securities 4,712,386 — Weighted average number of common shares outstanding – diluted* 144,441,502 98,681,060 Net income (loss) per share attributable to common shareholders of the Company: Basic 0.73 (1.08) Diluted 0.71 (1.08) |
Operating segments (Tables)
Operating segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Segments [Abstract] | |
Schedule of geographic information | In presenting the geographic information, revenue has been based on the billing location of merchants and non-current assets were based on the geographic location of the assets. 2021 2020 $ $ Revenue North America 301,257 183,803 Europe, Middle East and Africa 394,758 176,771 Latin America 22,841 10,771 Asia Pacific 5,670 4,881 724,526 376,226 Non-current assets exclude financial assets and deferred tax assets, when applicable. 2021 2020 $ $ Non-current assets Canada 1,083,594 1,107,228 United States 252,577 56,488 European Union 552,372 342,208 United Kingdom 225 284 Rest of the world 5,547 5,681 1,894,315 1,511,889 |
Financial instruments and com_2
Financial instruments and commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments [Abstract] | |
Schedule of contractual maturities of financial liabilities and purchase commitments | The following are the contractual maturities of financial liabilities and purchase commitments, including estimated interest payments, as at December 31, 2021: Contractual cash flows Carrying amount Total Less than 1 year 1 to 5 years More than 5 years $ $ $ $ $ Trade and other payables (excluding sales tax) 91,490 91,490 91,490 — — Due to merchants 720,874 720,874 720,874 — — Credit facilities 500,282 557,591 20,402 537,189 — Lease liabilities 8,313 11,258 3,290 6,078 1,890 Other liabilities (a) 17,736 16,540 12,317 4,223 — Contractual commitments — 3,899 1,098 2,801 — 1,338,695 1,401,652 849,471 550,291 1,890 Segregated funds (720,874) (720,874) (720,874) — — 617,821 680,778 128,597 550,291 1,890 (a) Other liabilities includes deferred revenue which will not require contractual cash flows. |
Schedule of impairment losses on financial assets recognized in profit or loss | Impairment losses on financial assets recognized in profit or loss were as follows: 2021 2020 $ $ Balance – Beginning of year 632 2,602 Written off against reserve (376) (2,806) Net remeasurement of loss allowance 460 836 Balance – End of year 716 632 |
Schedule of credit risk and expected credit loss for trade receivables | The following table provides information regarding the exposure to credit risk and expected credit loss for trade receivables as at December 31, 2021: Weighted-average loss rate Gross carrying amount Loss allowance % $ $ Current (not past due) 0.1 33,298 40 1-30 days past due 10.4 657 68 31-60 days past due 4.2 554 23 More than 60 days past due 60.2 972 585 35,481 716 The following table provides information regarding the exposure to credit risk and expected credit loss for trade receivables as at December 31, 2020: Weighted-average loss rate Gross carrying amount Loss allowance % $ $ Current (not past due) 0.2 25,836 44 1-30 days past due 8.3 446 37 31-60 days past due 17.9 140 25 More than 60 days past due 60.7 867 526 27,289 632 |
Schedule of foreign exchange currency exposures and effects on equity and net income | The following table provides an indication of the Company’s significant foreign exchange currency exposures as stated in US dollars at the following dates: CAD EUR GBP Other Total $ $ $ $ $ December 31, 2021 Cash 2,265 40,490 9,483 16,934 69,172 Trade and other receivables 5,800 6,229 1,530 4,310 17,869 Trade and other payables (16,463) (28,979) (2,261) (27,885) (75,588) Lease liabilities — (381) — (3,767) (4,148) Net financial position exposure (8,398) 17,359 8,752 (10,408) 7,305 December 31, 2020 Net financial position exposure (8,601) 6,739 8,513 (611) 6,040 A 10% strengthening of the above currencies against the US dollar would have affected the measurement of financial instruments denominated in these currencies and affected equity and net income by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. CAD EUR GBP Other Total $ $ $ $ $ 2021 Increase (decrease) on equity and net income (840) 1,736 875 (1,041) 731 2020 Increase (decrease) on equity and net loss (860) 674 851 (61) 604 A 10% weakening of the foreign currencies against the US dollar would have an equal but opposite effect. |
Schedule of exposure to interest rate risk | The Company’s exposure to interest rate risk as at December 31, 2021 and 2020 is as follows: Cash Variable interest rate Advances to third parties Note 7 Processor deposits Variable interest rate Loans and borrowings Note 12 Other liabilities Note 11 Unsecured convertible debentures due to shareholders Note 13 Liability classified common and preferred shares Note 14 |
Determination of fair values (T
Determination of fair values (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement [Abstract] | |
Schedule of fair value of financial liabilities | As at December 31, 2021 and December 31, 2020, financial instruments measured at fair value in the consolidated statements of financial position were as follows: Notes Fair value hierarchy December 31, December 31, $ $ Advances to a third party independent sales organization 7 Level 3 16,616 46,680 LPP put option liability 11 Level 3 531 1,036 Investments Level 3 1,148 1,148 Investments Level 1 1,112 1,093 Contingent considerations 4, 11 Level 3 3,004 — The following table presents the changes in level 3 items for the years ended December 31, 2021 and 2020: Advances to a LPP put Investments Contingent $ $ $ $ Balance at December 31, 2019 51,175 1,453 1,148 8,470 Payment — — — (6,000) Merchant residuals received, net of interest on advances to a third party (7,222) — — — Acquisition 3,240 — — — Fair value remeasurement (513) (417) — (2,470) Balance at December 31, 2020 46,680 1,036 1,148 — Business combinations — — — 3,004 Merchant residuals received, net of interest on advances to a third parties (6,468) — — — Settlement of advances to a third party (23,687) — — — Fair value remeasurement 91 (505) — — Balance at December 31 2021 16,616 531 1,148 3,004 |
Schedule of fair value of financial assets | As at December 31, 2021 and December 31, 2020, financial instruments measured at fair value in the consolidated statements of financial position were as follows: Notes Fair value hierarchy December 31, December 31, $ $ Advances to a third party independent sales organization 7 Level 3 16,616 46,680 LPP put option liability 11 Level 3 531 1,036 Investments Level 3 1,148 1,148 Investments Level 1 1,112 1,093 Contingent considerations 4, 11 Level 3 3,004 — The following table presents the changes in level 3 items for the years ended December 31, 2021 and 2020: Advances to a LPP put Investments Contingent $ $ $ $ Balance at December 31, 2019 51,175 1,453 1,148 8,470 Payment — — — (6,000) Merchant residuals received, net of interest on advances to a third party (7,222) — — — Acquisition 3,240 — — — Fair value remeasurement (513) (417) — (2,470) Balance at December 31, 2020 46,680 1,036 1,148 — Business combinations — — — 3,004 Merchant residuals received, net of interest on advances to a third parties (6,468) — — — Settlement of advances to a third party (23,687) — — — Fair value remeasurement 91 (505) — — Balance at December 31 2021 16,616 531 1,148 3,004 |
Schedule of sensitivity analysis of fair value measurement , assets | Varying the estimated growth rate for Base contingent consideration to reflect a 2% increase or decrease would have the following effects on the carrying balance. December 31, 2021 Increase Decrease $ $ Effect in change in assumption on Base contingent consideration 86 (80) Varying the estimated growth rate or the discount rate of the Mazooma contingent consideration to reflect a 2% increase or decrease would not have any effects on the carrying balance of nil. • The LPP contingent consideration was fully paid as at March 31, 2020. Varying the discount rate for advances to a third party independent sales organization to reflect a 2% increase or decrease would have the following effects on the carrying balance. December 31, 2021 Increase Decrease $ $ Effect in change in assumption on Advances to third party independent sales organization (1,108) 999 December 31, 2020 Increase Decrease $ $ Effect in change in assumption on Advances to third party independent sales organization (2,895) 3,225 |
Schedule of sensitivity analysis of fair value measurement , liabilities | Varying the estimated growth rate for Base contingent consideration to reflect a 2% increase or decrease would have the following effects on the carrying balance. December 31, 2021 Increase Decrease $ $ Effect in change in assumption on Base contingent consideration 86 (80) Varying the estimated growth rate or the discount rate of the Mazooma contingent consideration to reflect a 2% increase or decrease would not have any effects on the carrying balance of nil. • The LPP contingent consideration was fully paid as at March 31, 2020. Varying the discount rate for advances to a third party independent sales organization to reflect a 2% increase or decrease would have the following effects on the carrying balance. December 31, 2021 Increase Decrease $ $ Effect in change in assumption on Advances to third party independent sales organization (1,108) 999 December 31, 2020 Increase Decrease $ $ Effect in change in assumption on Advances to third party independent sales organization (2,895) 3,225 |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party [Abstract] | |
Schedule of transactions between related parties | Transactions with key management personnel Key management personnel compensation comprises the following: 2021 2020 $ $ Salaries and short-term employee benefits 5,861 4,369 Share-based payments 23,895 5,955 29,756 10,324 Other related party transactions Transaction value Balance outstanding December 31, 2021 2020 2021 2020 $ $ $ $ Expenses – Travel (i) 305 1,907 28 — Unsecured convertible debentures due to shareholders (ii) — 15,503 — — 305 17,410 28 — (i) In the normal course of operations, the Company receives services from a company owned by a shareholder of the Company. The services received consist of travel services. (ii) In August 2019, unsecured convertible debentures were issued by the Company to certain shareholders. As part of the TSX listing in September 2020, an amount of $30,180 in principal amount and accrued interest on the unsecured convertible debentures was converted into Class A common shares of the Company, and the remaining balance of $93,384 was repaid with the cash proceeds of the TSX listing (note 13). |
Supplementary cash flow discl_2
Supplementary cash flow disclosure (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash Flow Statement [Abstract] | |
Schedule of supplementary cash llow disclosure | 2021 2020 $ $ Changes in non-cash working capital items: Trade and other receivables 4,426 (2,091) Inventory (1,197) 115 Prepaid expenses (3,476) (1,156) Contract assets (1,720) (1,853) Trade and other payables 24,951 8,663 Other current and non-current liabilities (1,380) (5,959) 21,604 (2,281) |
Basis of preparation and cons_2
Basis of preparation and consolidation (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Revision Of Prior Period [Line Items] | ||
Number of reportable segments | segment | 1 | |
Operating profit | $ 145,468 | $ 71,999 |
Reclassification adjustment | Previously net finance cost | ||
Revision Of Prior Period [Line Items] | ||
Foreign exchange loss | 11,020 | |
Reclassification adjustment | Previously selling, general and administrative expense | ||
Revision Of Prior Period [Line Items] | ||
Foreign exchange loss | 7,898 | |
Previously reported | ||
Revision Of Prior Period [Line Items] | ||
Operating profit | $ 64,101 |
Significant accounting polici_4
Significant accounting policies and new accounting standards - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Disclosure Of Accounting Policies [Line Items] | |
Contract assets amortization period (in years) | 3 years |
Facilities lease term (in years) | 10 years |
Maximum | |
Disclosure Of Accounting Policies [Line Items] | |
Contract assets amortization period (in years) | 5 years |
Significant accounting polici_5
Significant accounting policies and new accounting standards - Subsidiaries (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Loan Payment Pro ("LPP") | United States | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 60.00% |
Nuvei Commerce LLC (formerly known as "Base Commerce Acquisition Company, LLC") | United States | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100.00% |
Nuvei Consulting Services Ltd. (Fomerly known as "SafeCharge (Israel) Ltd.") | Israel | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100.00% |
Nuvei International Group Limited (formerly known as "SafeCharge International Group Limited") | Guernsey | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100.00% |
Nuvei Ltd. (formerly known "SafeCharge Digital Limited") | Cyprus | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100.00% |
Nuvei Technologies Corp. | Canada | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100.00% |
Nuvei Technologies Inc. | United States | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100.00% |
Nuvei Technology & Services B.V. (formerly known as "Smart2Pay Technology & Services B.V.") | Netherlands | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100.00% |
Nuvei US LLC (formerly known as "Mazooma US Inc.") | United States | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100.00% |
SimplexCC Ltd. | Israel | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100.00% |
Significant accounting polici_6
Significant accounting policies and new accounting standards - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Terminals | Minimum | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful life (in years) | 3 years |
Terminals | Maximum | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful life (in years) | 5 years |
Computer equipment | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful life (in years) | 3 years |
Office equipment, furniture and fixtures | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful life (in years) | 5 years |
Significant accounting polici_7
Significant accounting policies and new accounting standards - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer software | Minimum | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful life (in years) | 3 years |
Computer software | Maximum | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful life (in years) | 5 years |
Trademarks | Minimum | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful life (in years) | 3 years |
Trademarks | Maximum | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful life (in years) | 15 years |
Technologies | Minimum | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful life (in years) | 3 years |
Technologies | Maximum | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful life (in years) | 15 years |
Partner and merchant relationships | Minimum | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful life (in years) | 5 years |
Partner and merchant relationships | Maximum | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful life (in years) | 15 years |
Business combinations and dis_3
Business combinations and disposals - Acquisitions Narrative (Details) $ / shares in Units, € in Thousands, $ in Thousands, $ in Thousands | Aug. 03, 2021USD ($)shares | Jun. 18, 2021USD ($) | Nov. 02, 2020USD ($)shares$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 01, 2021USD ($) | Aug. 03, 2021CAD ($)shares | Jan. 01, 2021USD ($) | Nov. 02, 2020EUR (€)shares |
Disclosure of detailed information about business combination [line items] | |||||||||||||
Purchase price | $ 462,214 | $ 462,214 | $ 462,214 | ||||||||||
Cash paid | 447,823 | 447,823 | 447,823 | ||||||||||
Equity issuance | 11,387 | 11,387 | 11,387 | ||||||||||
Contingent consideration | 3,004 | 3,004 | 3,004 | ||||||||||
Selling, general and administrative expenses | 431,303 | $ 234,972 | |||||||||||
Proceeds from loans and borrowings | 300,000 | 110,000 | |||||||||||
Term loan facilities | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Proceeds from loans and borrowings | $ 300,000 | $ 10,000 | $ 100,000 | ||||||||||
Base | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Purchase price | $ 92,678 | ||||||||||||
Cash paid | 89,674 | ||||||||||||
Equity issuance | 0 | ||||||||||||
Contingent consideration | $ 3,004 | ||||||||||||
Revenues of acquiree since acquisition date | 53,804 | ||||||||||||
Acquisition costs | 268 | 218 | |||||||||||
Base | Contingent consideration | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Measurement period adjustments | (4,000) | ||||||||||||
Base | Trade and other payables | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Measurement period adjustments | 1,695 | ||||||||||||
Base | Goodwill | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Measurement period adjustments | (3,090) | ||||||||||||
Base | Intangible assets | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Measurement period adjustments | 2,406 | ||||||||||||
Base | Trade and other receivables | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Measurement period adjustments | (1,621) | ||||||||||||
Mazooma | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Percentage of equity interest acquired | 100.00% | 100.00% | |||||||||||
Purchase price | $ 54,503 | $ 68,342 | |||||||||||
Cash paid | 43,116 | 54,063 | |||||||||||
Equity issuance | $ 11,387 | $ 14,278 | |||||||||||
Number of equity shares issued | shares | 138,522 | 138,522 | |||||||||||
Contingent consideration | $ 0 | ||||||||||||
Total maximum consideration, including contingent consideration and initial consideration | $ 316,531 | $ 400,000 | |||||||||||
Contingent consideration performance metric term | 3 years | ||||||||||||
Revenues of acquiree since acquisition date | $ 2,194 | ||||||||||||
Acquisition costs | 1,106 | ||||||||||||
Simplex | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Percentage of equity interest acquired | 100.00% | ||||||||||||
Purchase price | $ 290,574 | ||||||||||||
Cash paid | 290,574 | ||||||||||||
Cash paid relating to working capital and closing adjustments | 40,574 | ||||||||||||
Equity issuance | 0 | ||||||||||||
Contingent consideration | $ 0 | ||||||||||||
Revenues of acquiree since acquisition date | 16,547 | ||||||||||||
Acquisition costs | 1,038 | ||||||||||||
Simplex | Deferred tax liabilities | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Measurement period adjustments | (1,432) | ||||||||||||
Simplex | Income tax payable | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Measurement period adjustments | (689) | ||||||||||||
Simplex | Goodwill | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Measurement period adjustments | (2,145) | ||||||||||||
Simplex | Deferred tax asset | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Measurement period adjustments | 24 | ||||||||||||
Simplex | Long-term compensation arrangements [Member] | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Selling, general and administrative expenses | 10,750 | ||||||||||||
Paymentez | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Percentage of equity interest acquired | 100.00% | ||||||||||||
Purchase price | $ 24,459 | ||||||||||||
Cash paid | 24,459 | ||||||||||||
Equity issuance | 0 | ||||||||||||
Contingent consideration | $ 0 | ||||||||||||
Revenues of acquiree since acquisition date | 907 | ||||||||||||
Acquisition costs | $ 351 | ||||||||||||
Paymentez | Technologies | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Measurement period adjustments | 1,671 | ||||||||||||
Paymentez | Trademarks | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Measurement period adjustments | 222 | ||||||||||||
Paymentez | Partner and merchant relationships | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Measurement period adjustments | (880) | ||||||||||||
Paymentez | Goodwill | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Measurement period adjustments | $ (1,013) | ||||||||||||
Smart2Pay | |||||||||||||
Disclosure of detailed information about business combination [line items] | |||||||||||||
Purchase price | 336,665 | ||||||||||||
Cash paid | 81,927 | € 70,900 | |||||||||||
Equity issuance | $ 254,738 | ||||||||||||
Number of equity shares issued | shares | 6,711,923 | 6,711,923 | |||||||||||
Fair value of shares issued (in dollars per share) | $ / shares | $ 37.95 | ||||||||||||
Revenues of acquiree since acquisition date | $ 9,753 | ||||||||||||
Net income of acquiree since acquisition date | $ 2,029 | ||||||||||||
Acquisition costs | $ 4,044 |
Business combinations and dis_4
Business combinations and disposals - Purchase Price Allocation (Details) € in Thousands, $ in Thousands, $ in Thousands | Dec. 31, 2021USD ($) | Sep. 01, 2021USD ($) | Aug. 03, 2021USD ($) | Aug. 03, 2021CAD ($) | Jan. 01, 2021USD ($) | Nov. 02, 2020USD ($) | Nov. 02, 2020EUR (€) |
Assets | |||||||
Cash | $ 60,169 | ||||||
Segregated funds | 144,371 | ||||||
Trade and other receivables | 11,633 | ||||||
Prepaid expenses | 280 | ||||||
Property and equipment | 617 | ||||||
Processor deposits | 1,385 | ||||||
Other non-current assets | 1,109 | ||||||
Trademarks | 2,618 | ||||||
Technologies | 147,198 | ||||||
Partner and merchant relationships | 122,232 | ||||||
Goodwill | 172,472 | ||||||
Deferred tax assets | 24 | ||||||
Assets | 664,108 | ||||||
Liabilities | |||||||
Trade and other payables | (14,740) | ||||||
Other current liabilities | (1,763) | ||||||
Due to merchants | (144,371) | ||||||
Income taxes payable | (10,399) | ||||||
Deferred tax liabilities | (29,122) | ||||||
Other non-current liabilities | (1,499) | ||||||
Net assets acquired | 462,214 | ||||||
Total consideration | |||||||
Cash paid | 447,823 | ||||||
Equity issuance | 11,387 | ||||||
Contingent consideration | 3,004 | ||||||
Total | $ 462,214 | ||||||
Base | |||||||
Assets | |||||||
Cash | $ 744 | ||||||
Segregated funds | 122,139 | ||||||
Trade and other receivables | 6,860 | ||||||
Prepaid expenses | 42 | ||||||
Property and equipment | 160 | ||||||
Processor deposits | 1,385 | ||||||
Other non-current assets | 0 | ||||||
Trademarks | 2,396 | ||||||
Technologies | 8,809 | ||||||
Partner and merchant relationships | 47,232 | ||||||
Goodwill | 32,109 | ||||||
Deferred tax assets | 0 | ||||||
Assets | 221,876 | ||||||
Liabilities | |||||||
Trade and other payables | (7,059) | ||||||
Other current liabilities | 0 | ||||||
Due to merchants | (122,139) | ||||||
Income taxes payable | 0 | ||||||
Deferred tax liabilities | 0 | ||||||
Other non-current liabilities | 0 | ||||||
Net assets acquired | 92,678 | ||||||
Total consideration | |||||||
Cash paid | 89,674 | ||||||
Equity issuance | 0 | ||||||
Contingent consideration | 3,004 | ||||||
Total | $ 92,678 | ||||||
Mazooma | |||||||
Assets | |||||||
Cash | $ 5,369 | ||||||
Segregated funds | 18,506 | ||||||
Trade and other receivables | 809 | ||||||
Prepaid expenses | 238 | ||||||
Property and equipment | 0 | ||||||
Processor deposits | 0 | ||||||
Other non-current assets | 0 | ||||||
Trademarks | 0 | ||||||
Technologies | 22,076 | ||||||
Partner and merchant relationships | 15,158 | ||||||
Goodwill | 28,069 | ||||||
Deferred tax assets | 0 | ||||||
Assets | 90,225 | ||||||
Liabilities | |||||||
Trade and other payables | (290) | ||||||
Other current liabilities | (1,763) | ||||||
Due to merchants | (18,506) | ||||||
Income taxes payable | (5,565) | ||||||
Deferred tax liabilities | (9,598) | ||||||
Other non-current liabilities | 0 | ||||||
Net assets acquired | 54,503 | ||||||
Total consideration | |||||||
Cash paid | 43,116 | $ 54,063 | |||||
Equity issuance | 11,387 | 14,278 | |||||
Contingent consideration | 0 | ||||||
Total | $ 54,503 | $ 68,342 | |||||
Simplex | |||||||
Assets | |||||||
Cash | $ 52,832 | ||||||
Segregated funds | 3,632 | ||||||
Trade and other receivables | 3,641 | ||||||
Prepaid expenses | 0 | ||||||
Property and equipment | 428 | ||||||
Processor deposits | 0 | ||||||
Other non-current assets | 0 | ||||||
Trademarks | 0 | ||||||
Technologies | 105,435 | ||||||
Partner and merchant relationships | 55,422 | ||||||
Goodwill | 103,098 | ||||||
Deferred tax assets | 24 | ||||||
Assets | 324,512 | ||||||
Liabilities | |||||||
Trade and other payables | (6,104) | ||||||
Other current liabilities | 0 | ||||||
Due to merchants | (3,632) | ||||||
Income taxes payable | (4,678) | ||||||
Deferred tax liabilities | (19,524) | ||||||
Other non-current liabilities | 0 | ||||||
Net assets acquired | 290,574 | ||||||
Total consideration | |||||||
Cash paid | 290,574 | ||||||
Equity issuance | 0 | ||||||
Contingent consideration | 0 | ||||||
Total | 290,574 | ||||||
Paymentez | |||||||
Assets | |||||||
Cash | 1,224 | ||||||
Segregated funds | 94 | ||||||
Trade and other receivables | 323 | ||||||
Prepaid expenses | 0 | ||||||
Property and equipment | 29 | ||||||
Processor deposits | 0 | ||||||
Other non-current assets | 1,109 | ||||||
Trademarks | 222 | ||||||
Technologies | 10,878 | ||||||
Partner and merchant relationships | 4,420 | ||||||
Goodwill | 9,196 | ||||||
Deferred tax assets | 0 | ||||||
Assets | 27,495 | ||||||
Liabilities | |||||||
Trade and other payables | (1,287) | ||||||
Other current liabilities | 0 | ||||||
Due to merchants | (94) | ||||||
Income taxes payable | (156) | ||||||
Deferred tax liabilities | 0 | ||||||
Other non-current liabilities | (1,499) | ||||||
Net assets acquired | 24,459 | ||||||
Total consideration | |||||||
Cash paid | 24,459 | ||||||
Equity issuance | 0 | ||||||
Contingent consideration | 0 | ||||||
Total | $ 24,459 | ||||||
Smart2Pay | |||||||
Assets | |||||||
Cash | $ 14,390 | ||||||
Segregated funds | 25,534 | ||||||
Trade and other receivables | 89 | ||||||
Prepaid expenses | 88 | ||||||
Other assets | 96 | ||||||
Property and equipment | 276 | ||||||
Right-of-use asset | 95 | ||||||
Technologies | 63,093 | ||||||
Partner and merchant relationships | 103,503 | ||||||
Goodwill | 198,439 | ||||||
Assets | 405,603 | ||||||
Liabilities | |||||||
Trade and other payables | (1,026) | ||||||
Due to merchants | (25,534) | ||||||
Lease liabilities | (97) | ||||||
Income taxes payable | (631) | ||||||
Deferred tax liabilities | (41,650) | ||||||
Net assets acquired | 336,665 | ||||||
Total consideration | |||||||
Cash paid | 81,927 | € 70,900 | |||||
Equity issuance | 254,738 | ||||||
Total | $ 336,665 |
Business combinations and dis_5
Business combinations and disposals - Disposal of Subsidiary (Details) - CreditGuard - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | May 31, 2020 | |
Additional Disclosures By Disposal Groups [Line Items] | ||
Consideration received | $ 21,108 | |
Adjustments included in consideration | 1,108 | |
Impairment on measurement at fair value less cost to sell | $ 338 | |
Disposal, Balance Sheet Disclosures [Abstract] | ||
Goodwill | 7,664 | |
Intangible assets | 9,689 | |
Trade and other receivables | 1,673 | |
Other assets | 1,864 | |
Assets disposed | 20,890 | |
Accounts payable and accrued liabilities | 779 | |
Other liabilities | 728 | |
Liabilities disposed | 1,507 | |
Cash proceeds, net of $2,063 in cash | 19,045 | |
Cash included in disposal | $ 2,063 |
Trade and other receivables (De
Trade and other receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Subclassifications of assets, liabilities and equities [abstract] | ||
Trade receivables | $ 34,765 | $ 26,657 |
Investment tax credits | 36 | 805 |
Other receivables | 4,461 | 4,593 |
Total | $ 39,262 | $ 32,055 |
Inventory (Details)
Inventory (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Subclassifications of assets, liabilities and equities [abstract] | ||
Inventories costs included in cost of revenue | $ 2,202,000 | $ 2,778,000 |
Inventory write-down | $ 0 | $ 513,000 |
Advances to third parties - Sch
Advances to third parties - Schedule of advances to third parties (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Advances to Third Parties [Line Items] | |||
Advances to third parties | $ 16,780 | $ 46,998 | |
Current portion | (3,104) | (8,520) | |
Long-term portion | 13,676 | 38,478 | |
Advances to a third party independent sales organization | |||
Advances to Third Parties [Line Items] | |||
Advances to third parties | 16,616 | 46,680 | $ 51,175 |
Other | |||
Advances to Third Parties [Line Items] | |||
Advances to third parties | $ 164 | $ 318 |
Advances to third parties - Nar
Advances to third parties - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Subclassifications of assets, liabilities and equities [abstract] | |
Aggregate cash consideration to acquire rights | $ 0 |
Advances to third parties - Rol
Advances to third parties - Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Advances to Third Parties [Line Items] | ||
Balance, beginning of year | $ 46,998 | |
Acquisition | 0 | |
Balance, end of year | 16,780 | $ 46,998 |
Advances to a third party independent sales organization | ||
Advances to Third Parties [Line Items] | ||
Balance, beginning of year | 46,680 | 51,175 |
Interest on advances to a third party | 2,568 | 5,427 |
Merchant residuals received | (9,036) | (12,649) |
Settlement of advances to a third party | (23,687) | 0 |
Acquisition | 0 | 3,240 |
Fair value remeasurement | 91 | (513) |
Balance, end of year | $ 16,616 | $ 46,680 |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | $ 16,537 | |
Property and equipment, ending | 18,856 | $ 16,537 |
Terminals | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | 1,285 | |
Property and equipment, ending | 1,412 | 1,285 |
Computer equipment | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | 3,544 | |
Property and equipment, ending | 6,039 | 3,544 |
Office equipment, furniture and fixtures | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | 854 | |
Property and equipment, ending | 1,174 | 854 |
Leasehold improvements | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | 2,745 | |
Property and equipment, ending | 2,648 | 2,745 |
Right-of-use assets – Buildings | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | 8,109 | |
Property and equipment, ending | 7,583 | 8,109 |
Cost | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | 24,585 | 21,379 |
Acquisitions | 7,475 | 6,571 |
Disposal | (3,547) | |
Acquisition through business combinations | 617 | 371 |
Effect of movements in exchange rates | 168 | (189) |
Property and equipment, ending | 32,845 | 24,585 |
Cost | Terminals | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | 2,949 | 2,378 |
Acquisitions | 649 | 541 |
Disposal | 0 | |
Acquisition through business combinations | 41 | 0 |
Effect of movements in exchange rates | (7) | 30 |
Property and equipment, ending | 3,632 | 2,949 |
Cost | Computer equipment | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | 4,796 | 5,578 |
Acquisitions | 4,452 | 2,725 |
Disposal | (3,401) | |
Acquisition through business combinations | 446 | 164 |
Effect of movements in exchange rates | 70 | (270) |
Property and equipment, ending | 9,764 | 4,796 |
Cost | Office equipment, furniture and fixtures | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | 1,181 | 1,163 |
Acquisitions | 374 | 47 |
Disposal | (72) | |
Acquisition through business combinations | 111 | 43 |
Effect of movements in exchange rates | 76 | 0 |
Property and equipment, ending | 1,742 | 1,181 |
Cost | Leasehold improvements | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | 3,665 | 3,584 |
Acquisitions | 253 | 82 |
Disposal | (74) | |
Acquisition through business combinations | 19 | 69 |
Effect of movements in exchange rates | (36) | 4 |
Property and equipment, ending | 3,901 | 3,665 |
Cost | Right-of-use assets – Buildings | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | 11,994 | 8,676 |
Acquisitions | 1,747 | 3,176 |
Disposal | 0 | |
Acquisition through business combinations | 0 | 95 |
Effect of movements in exchange rates | 65 | 47 |
Property and equipment, ending | 13,806 | 11,994 |
Accumulated depreciation | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | (8,048) | (6,107) |
Disposal | 3,164 | |
Depreciation | 5,811 | 5,121 |
Effect of movements in exchange rates | (130) | 16 |
Property and equipment, ending | (13,989) | (8,048) |
Accumulated depreciation | Terminals | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | (1,664) | (1,109) |
Disposal | 0 | |
Depreciation | 556 | 556 |
Effect of movements in exchange rates | 0 | 1 |
Property and equipment, ending | (2,220) | (1,664) |
Accumulated depreciation | Computer equipment | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | (1,252) | (2,401) |
Disposal | 3,108 | |
Depreciation | 2,373 | 1,959 |
Effect of movements in exchange rates | (100) | 0 |
Property and equipment, ending | (3,725) | (1,252) |
Accumulated depreciation | Office equipment, furniture and fixtures | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | (327) | (196) |
Disposal | 28 | |
Depreciation | 223 | 159 |
Effect of movements in exchange rates | (18) | 0 |
Property and equipment, ending | (568) | (327) |
Accumulated depreciation | Leasehold improvements | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | (920) | (662) |
Disposal | 28 | |
Depreciation | 341 | 286 |
Effect of movements in exchange rates | 8 | 0 |
Property and equipment, ending | (1,253) | (920) |
Accumulated depreciation | Right-of-use assets – Buildings | ||
Changes in property, plant and equipment [abstract] | ||
Property and equipment, beginning | (3,885) | (1,739) |
Disposal | 0 | |
Depreciation | 2,318 | 2,161 |
Effect of movements in exchange rates | (20) | 15 |
Property and equipment, ending | $ (6,223) | $ (3,885) |
Intangible assets and goodwil_2
Intangible assets and goodwill - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total intangible assets | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | $ 524,232 | |
Intangible assets and goodwill at end of period | 747,600 | $ 524,232 |
Computer software | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 26,781 | |
Intangible assets and goodwill at end of period | 39,844 | 26,781 |
Trademarks | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 1,577 | |
Intangible assets and goodwill at end of period | 3,132 | 1,577 |
Technologies | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 237,558 | |
Intangible assets and goodwill at end of period | 357,570 | 237,558 |
Partner and merchant relationships | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 258,316 | |
Intangible assets and goodwill at end of period | 347,054 | 258,316 |
Goodwill | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 969,820 | 768,497 |
Acquisition through business combinations | 172,472 | 198,439 |
Disposal | (7,664) | |
Effect of movements in exchange rates | (15,524) | 10,548 |
Intangible assets and goodwill at end of period | 1,126,768 | 969,820 |
Cost | Total intangible assets | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 674,772 | 494,733 |
Acquisitions | 25,312 | 14,448 |
Acquisition through business combinations | 272,048 | 166,596 |
Settlement of advances to a third party | 23,687 | |
Disposal | (10,218) | |
Effect of movements in exchange rates | (13,288) | 9,213 |
Intangible assets and goodwill at end of period | 982,531 | 674,772 |
Cost | Computer software | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 48,115 | 37,030 |
Acquisitions | 25,217 | 14,448 |
Acquisition through business combinations | 0 | 0 |
Settlement of advances to a third party | 0 | |
Disposal | (4,183) | |
Effect of movements in exchange rates | (178) | 820 |
Intangible assets and goodwill at end of period | 73,154 | 48,115 |
Cost | Trademarks | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 9,323 | 9,519 |
Acquisitions | 0 | 0 |
Acquisition through business combinations | 2,618 | 0 |
Settlement of advances to a third party | 0 | |
Disposal | (196) | |
Effect of movements in exchange rates | (6) | 0 |
Intangible assets and goodwill at end of period | 11,935 | 9,323 |
Cost | Technologies | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 260,002 | 196,956 |
Acquisitions | 95 | 0 |
Acquisition through business combinations | 147,198 | 63,093 |
Settlement of advances to a third party | 0 | |
Disposal | (3,267) | |
Effect of movements in exchange rates | (4,963) | 3,220 |
Intangible assets and goodwill at end of period | 402,332 | 260,002 |
Cost | Partner and merchant relationships | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 357,332 | 251,228 |
Acquisitions | 0 | 0 |
Acquisition through business combinations | 122,232 | 103,503 |
Settlement of advances to a third party | 23,687 | |
Disposal | (2,572) | |
Effect of movements in exchange rates | (8,141) | 5,173 |
Intangible assets and goodwill at end of period | 495,110 | 357,332 |
Cost | Goodwill | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 969,820 | 768,497 |
Acquisition through business combinations | 172,472 | 198,439 |
Settlement of advances to a third party | 0 | |
Disposal | (7,664) | |
Effect of movements in exchange rates | (15,524) | 10,548 |
Intangible assets and goodwill at end of period | 1,126,768 | 969,820 |
Accumulated depreciation | Total intangible assets | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | (150,540) | (86,353) |
Amortization | 85,017 | 64,552 |
Disposal | 379 | |
Effect of movements in exchange rates | 626 | (14) |
Intangible assets and goodwill at end of period | (234,931) | (150,540) |
Accumulated depreciation | Computer software | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | (21,334) | (10,473) |
Amortization | 11,976 | 10,861 |
Disposal | 0 | |
Effect of movements in exchange rates | 0 | 0 |
Intangible assets and goodwill at end of period | (33,310) | (21,334) |
Accumulated depreciation | Trademarks | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | (7,746) | (4,584) |
Amortization | 1,057 | 3,216 |
Disposal | 54 | |
Effect of movements in exchange rates | 0 | 0 |
Intangible assets and goodwill at end of period | (8,803) | (7,746) |
Accumulated depreciation | Technologies | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | (22,444) | (9,171) |
Amortization | 22,589 | 13,454 |
Disposal | 182 | |
Effect of movements in exchange rates | 271 | (1) |
Intangible assets and goodwill at end of period | (44,762) | (22,444) |
Accumulated depreciation | Partner and merchant relationships | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | (99,016) | (62,125) |
Amortization | 49,395 | 37,021 |
Disposal | 143 | |
Effect of movements in exchange rates | 355 | (13) |
Intangible assets and goodwill at end of period | (148,056) | (99,016) |
Accumulated depreciation | Goodwill | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 0 | 0 |
Disposal | 0 | |
Effect of movements in exchange rates | 0 | 0 |
Intangible assets and goodwill at end of period | $ 0 | $ 0 |
Intangible assets and goodwil_3
Intangible assets and goodwill - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill impairment charge | $ 0 | $ 0 |
Goodwill | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 969,820 | 768,497 |
Disposal of subsidiary | (7,664) | |
Acquisition through business combinations | 172,472 | 198,439 |
Effect of movements in exchange rates | (15,524) | 10,548 |
Intangible assets and goodwill at end of period | 1,126,768 | 969,820 |
Goodwill | Nuvei Corporation | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 313,560 | 313,560 |
Disposal of subsidiary | 0 | |
Acquisition through business combinations | 60,178 | 0 |
Effect of movements in exchange rates | 0 | 0 |
Intangible assets and goodwill at end of period | 373,738 | 313,560 |
Goodwill | Digital Payments | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 640,877 | 431,890 |
Disposal of subsidiary | 0 | |
Acquisition through business combinations | 112,294 | 198,439 |
Effect of movements in exchange rates | (15,524) | 10,548 |
Intangible assets and goodwill at end of period | 737,647 | 640,877 |
Goodwill | CreditGuard | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 0 | 7,664 |
Disposal of subsidiary | (7,664) | |
Acquisition through business combinations | 0 | 0 |
Effect of movements in exchange rates | 0 | 0 |
Intangible assets and goodwill at end of period | 0 | 0 |
Goodwill | Loan Payment Pro ("LPP") | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 15,383 | 15,383 |
Disposal of subsidiary | 0 | |
Acquisition through business combinations | 0 | 0 |
Effect of movements in exchange rates | 0 | 0 |
Intangible assets and goodwill at end of period | $ 15,383 | $ 15,383 |
Trade and other payables (Detai
Trade and other payables (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Subclassifications of assets, liabilities and equities [abstract] | ||
Trade payables | $ 29,720 | $ 20,307 |
Accrued bonuses and other compensation-related liabilities | 30,460 | 13,541 |
Sales tax | 10,358 | 6,073 |
Interest payable | 262 | 1,212 |
Due to processors | 6,497 | 3,644 |
Due to merchants not related to segregated funds | 14,991 | 14,823 |
Other accrued liabilities | 9,560 | 5,179 |
Trade and other current payables | $ 101,848 | $ 64,779 |
Other liabilities - Other Curre
Other liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subclassifications of assets, liabilities and equities [abstract] | |||
Provision for losses on merchant accounts | $ 6,265 | $ 6,694 | $ 3,736 |
Contingent consideration | 3,004 | 0 | |
LPP put option liability | 531 | 0 | |
Other | 3,426 | 438 | |
Total other current liabilities | $ 13,226 | $ 7,132 |
Other liabilities - Movement in
Other liabilities - Movement in Provision for Losses on Merchant Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of changes in other provisions [abstract] | ||
Provision for losses on merchant accounts, beginning | $ 6,694 | $ 3,736 |
Provision made during the year | 2,199 | 4,342 |
Provision used or reversed during the year | (2,628) | (1,384) |
Provision for losses on merchant accounts, ending | $ 6,265 | $ 6,694 |
Other liabilities - Other Non-c
Other liabilities - Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Subclassifications of assets, liabilities and equities [abstract] | ||
LPP put option liability | $ 0 | $ 1,036 |
Other | 4,509 | 623 |
Total other non-current liabilities | $ 4,509 | $ 1,659 |
Loans and borrowings - Terms an
Loans and borrowings - Terms and Conditions of Loans and Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 28, 2021 | Sep. 27, 2021 | Jun. 18, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of detailed information about borrowings [line items] | ||||||
Carrying amount | $ 508,595 | $ 215,253 | ||||
Current portion of loans and borrowings | (7,349) | (2,527) | ||||
Loans and borrowings | 501,246 | 212,726 | ||||
Total credit facilities | ||||||
Disclosure of detailed information about borrowings [line items] | ||||||
Carrying amount | 500,282 | 206,481 | ||||
Term loan facilities | ||||||
Disclosure of detailed information about borrowings [line items] | ||||||
Facility | 511,971 | $ 511,971 | 211,971 | |||
Carrying amount | 500,282 | 300,000 | 206,481 | |||
Revolving credit facility | ||||||
Disclosure of detailed information about borrowings [line items] | ||||||
Facility | 385,000 | $ 385,000 | $ 350,000 | $ 350,000 | 100,000 | $ 50,000 |
Carrying amount | 0 | 0 | ||||
Lease liabilities | ||||||
Disclosure of detailed information about borrowings [line items] | ||||||
Carrying amount | $ 8,313 | $ 8,772 |
Loans and borrowings - Narrativ
Loans and borrowings - Narrative (Details) | Jun. 18, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2023 | Sep. 28, 2021USD ($) | Sep. 27, 2021USD ($) | Dec. 31, 2019USD ($) |
Disclosure of detailed information about borrowings [line items] | |||||||
Borrowings | $ 508,595,000 | $ 215,253,000 | |||||
Total leverage ratio | 7.50 | 8 | |||||
Weighted average incremental borrowing rates used to discount outstanding leases (as a percent) | 4.74% | 4.74% | |||||
Forecast | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Total leverage ratio | 6.50 | ||||||
First Lien Credit Facilities and Second Lien Credit Facilities | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Borrowing costs incurred | $ 24,491,000 | ||||||
Repayments of non-current borrowings | 615,600,000 | ||||||
First Lien Credit Facilities | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Borrowings | $ 500,282,000 | 206,481,000 | |||||
First Lien Credit Facilities | CAD | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Borrowings | $ 0 | $ 0 | |||||
First Lien Credit Facilities | Alternate base rate | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Adjustment to interest rate basis (as a percent) | 1.50% | 3.00% | |||||
First Lien Credit Facilities | Alternate base rate | Minimum | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Interest rate (as a percent) | 1.50% | 1.75% | |||||
First Lien Credit Facilities | Eurocurrency rate | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Adjustment to interest rate basis (as a percent) | 2.50% | 4.00% | |||||
First Lien Credit Facilities | Eurocurrency rate | Minimum | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Interest rate (as a percent) | 0.50% | 0.75% | |||||
First Lien Credit Facilities | Canadian prime rate | CAD | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Adjustment to interest rate basis (as a percent) | 1.50% | ||||||
First Lien Credit Facilities | Banker's acceptance rate | CAD | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Adjustment to interest rate basis (as a percent) | 2.50% | ||||||
First Lien Credit Facilities | Term SOFR | One Month Period | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Adjustment to interest rate basis (as a percent) | 0.11% | ||||||
First Lien Credit Facilities | Term SOFR | Three Month Period | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Adjustment to interest rate basis (as a percent) | 0.26% | ||||||
First Lien Credit Facilities | Term SOFR | Six Month Period | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Adjustment to interest rate basis (as a percent) | 0.43% | ||||||
First Lien Credit Facilities | Daily simple SOFR | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Adjustment to interest rate basis (as a percent) | 0.26% | ||||||
First Lien Credit Facilities | LIBOR | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Adjustment to ABR rate basis (as a percent) | 1.00% | ||||||
First Lien Credit Facilities | Federal funds effective rate | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Adjustment to ABR rate basis (as a percent) | 0.50% | ||||||
Term loan facilities | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Total financing capacity available | $ 511,971,000 | $ 511,971,000 | $ 211,971,000 | ||||
Interest rate (as a percent) | 1.00% | 3.00% | 4.75% | ||||
Term extension | 1 year | ||||||
Borrowing costs incurred | $ 5,373,000 | ||||||
Borrowings | 300,000,000 | $ 500,282,000 | $ 206,481,000 | ||||
Addition of term loans | $ 110,000,000 | ||||||
Term loan facilities | Canadian prime rate | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Adjustment to interest rate basis (as a percent) | 3.00% | ||||||
Term loan facilities | LIBOR | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Adjustment to interest rate basis (as a percent) | 4.00% | ||||||
Revolving credit facility | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Total financing capacity available | $ 350,000,000 | 385,000,000 | $ 100,000,000 | $ 385,000,000 | $ 350,000,000 | $ 50,000,000 | |
Borrowings | 0 | 0 | |||||
Letter of Credit Facilities | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Borrowings | $ 46,125,000 | $ 30,100,000 |
Loans and borrowings - Amounts
Loans and borrowings - Amounts Recognized Related to Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about borrowings [line items] | ||
Interest expense on lease liabilities | $ 382 | $ 384 |
Foreign exchange loss (gain) | (513) | 18,918 |
Lease liabilities | ||
Disclosure of detailed information about borrowings [line items] | ||
Interest expense on lease liabilities | 382 | 384 |
Foreign exchange loss (gain) | (45) | 259 |
Variable lease payments | 1,859 | 1,891 |
Amounts recognized in statements of profit or loss and comprehensive income or loss related to lease liabilities | $ 2,196 | $ 2,534 |
Unsecured convertible debentu_3
Unsecured convertible debentures due to shareholders (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unsecured Convertible Debentures [Abstract] | ||
Unsecured convertible debenture, beginning | $ 0 | $ 109,022 |
Interest capitalized on unsecured debentures | 15,503 | |
Conversion to Class A common shares, Series C | (30,180) | |
Cash repayment of convertible debentures | $ 0 | (93,384) |
Other | (961) | |
Unsecured convertible debenture, ending | $ 0 |
Share capital - Narrative (Deta
Share capital - Narrative (Details) $ / shares in Units, $ in Thousands | Nov. 02, 2020USD ($)shares | Sep. 22, 2020USD ($)shares | Sep. 21, 2020vote$ / sharesshares | Dec. 31, 2021USD ($)voteshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019shares |
Disclosure of classes of share capital [line items] | ||||||
Exercise of stock options (in shares) | 1,233,084 | 32,648 | ||||
Proceeds from exercise of stock options | $ | $ 8,994 | $ 0 | ||||
Number of shares outstanding | 142,994,051 | 138,172,445 | ||||
Multiple Voting Shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Number of votes per share | vote | 10 | |||||
Conversion of Multiple Voting Shares to Subordinate Voting Shares (in shares) | (16,183,189) | 0 | ||||
Number of shares outstanding | 76,064,619 | 92,247,808 | 0 | |||
Subordinate Voting Shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Number of votes per share | vote | 1 | |||||
Exercise of stock options (in shares) | 1,233,084 | 760 | ||||
Proceeds from exercise of stock options | $ | $ 8,994 | |||||
Issuance for acquisitions (in shares) | 138,522 | 6,711,923 | ||||
Fair value of shares issued in acquisitions | $ | $ 11,387 | $ 254,738 | ||||
Issuance under public listings (in shares) | 29,171,050 | 3,450,000 | 29,171,050 | |||
Gross proceeds from share issuance | $ | $ 715,481 | |||||
Issuance fees | $ | $ 42,966 | $ 16,611 | $ 42,966 | |||
Conversion of Multiple Voting Shares to Subordinate Voting Shares (in shares) | 16,183,189 | 0 | ||||
Number of shares outstanding | 66,929,432 | 45,924,637 | 0 | |||
Subordinate Voting Shares | Mazooma | ||||||
Disclosure of classes of share capital [line items] | ||||||
Issuance for acquisitions (in shares) | 138,522 | |||||
Fair value of shares issued in acquisitions | $ | $ 11,387 | |||||
Subordinate Voting Shares | Smart2Pay | ||||||
Disclosure of classes of share capital [line items] | ||||||
Issuance for acquisitions (in shares) | 6,711,923 | |||||
Fair value of shares issued in acquisitions | $ | $ 254,738 | |||||
Class A Common Shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Shares conversion ratio | 2.8 | |||||
Class A common shares, Series A | ||||||
Disclosure of classes of share capital [line items] | ||||||
Number of votes per share | vote | 1.00 | |||||
Number of shares outstanding | 0 | 68,032,894 | ||||
Class A common shares, Series B | ||||||
Disclosure of classes of share capital [line items] | ||||||
Number of votes per share | vote | 1 | |||||
Number of shares outstanding | 0 | 66,739,698 | ||||
Class A common shares, Series C | ||||||
Disclosure of classes of share capital [line items] | ||||||
Number of votes per share | vote | 1 | |||||
Exchange ratio | 1 | |||||
Number of shares outstanding | 0 | 56,259,910 | ||||
Unsecured convertible debentures converted into Class A common shares | $ | $ 30,180 | $ 30,180 | ||||
Class A common shares, Series D | ||||||
Disclosure of classes of share capital [line items] | ||||||
Number of votes per share | vote | 1.00 | |||||
Number of shares outstanding | 0 | 44,403,491 | ||||
Class B common shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Number of shares outstanding | 0 | 1,457,360 | ||||
Shares conversion ratio | 2.8 | |||||
Class A preferred shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Exchange ratio | 1 | |||||
Number of shares authorized | 1,000 | |||||
Number of shares outstanding | 0 | 1,000 | ||||
Class B preferred shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Number of shares authorized | 1,000 | 89,239,939 | ||||
Redemption term (in years) | 10 years | |||||
Redemption value per share (in dollars per share) | $ / shares | $ 1 | |||||
Redemption metric as percentage of initial value on annual basis (percent) | 15.00% | |||||
Number of shares outstanding | 0 | 0 | ||||
NHC Class A preferred shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Redemption value per share (in dollars per share) | $ / shares | $ 1 | |||||
Redemption metric as percentage of initial value on annual basis (percent) | 10.00% | |||||
NHC Class B preferred shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Redemption value per share (in dollars per share) | $ / shares | $ 1 | |||||
Redemption metric as percentage of initial value on annual basis (percent) | 10.00% | |||||
Shares conversion ratio | 2.8 | |||||
NHC Class C preferred shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Number of shares issued | 0 | |||||
NHC Class D preferred shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Redemption term (in years) | 10 years | |||||
Redemption value per share (in dollars per share) | $ / shares | $ 1 | |||||
Liabilities | Class A common shares, Series A | ||||||
Disclosure of classes of share capital [line items] | ||||||
Number of shares outstanding | 0 | 14,175,549 | ||||
Liabilities | Class B preferred shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Number of shares outstanding | 0 | 32,000,000 |
Share capital - Outstanding Sha
Share capital - Outstanding Share Capital (Details) $ in Thousands | Sep. 22, 2020USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares |
Changes in number of shares outstanding [abstract] | |||
Balance - Beginning of year (in shares) | shares | 138,172,445 | ||
Exercise of stock options (in shares) | shares | 1,233,084 | 32,648 | |
Balance - End of year (in shares) | shares | 142,994,051 | 138,172,445 | |
Changes in equity [abstract] | |||
Balance - Beginning of year | $ 1,625,785 | ||
Issuance of shares | 419,609 | $ 1,175,066 | |
Exercise of stock options | 8,994 | 153 | |
Redemption of shares | (1) | ||
Balance - End of year | $ 2,057,105 | $ 1,625,785 | |
Class A common shares, Series A | |||
Changes in number of shares outstanding [abstract] | |||
Balance - Beginning of year (in shares) | shares | 0 | 68,032,894 | |
Conversion of Class A common shares to Subordinate Voting Shares (in shares) | shares | (68,032,894) | ||
Balance - End of year (in shares) | shares | 0 | ||
Changes in equity [abstract] | |||
Balance - Beginning of year | $ 0 | $ 103,271 | |
Conversion of Class A common shares to Subordinate Voting Shares | (103,271) | ||
Balance - End of year | $ 0 | ||
Class A common shares, Series B | |||
Changes in number of shares outstanding [abstract] | |||
Balance - Beginning of year (in shares) | shares | 0 | 66,739,698 | |
Conversion of Class A common shares to Subordinate Voting Shares (in shares) | shares | (66,739,698) | ||
Balance - End of year (in shares) | shares | 0 | ||
Changes in equity [abstract] | |||
Balance - Beginning of year | $ 0 | $ 86,145 | |
Conversion of Class A common shares to Subordinate Voting Shares | (86,145) | ||
Balance - End of year | $ 0 | ||
Class A common shares, Series C | |||
Changes in number of shares outstanding [abstract] | |||
Balance - Beginning of year (in shares) | shares | 0 | 56,259,910 | |
Issuance of shares - unsecured convertible debenture conversion (in shares) | shares | 3,250,206 | ||
Conversion of Class A common shares to Subordinate Voting Shares (in shares) | shares | (59,510,116) | ||
Balance - End of year (in shares) | shares | 0 | ||
Changes in equity [abstract] | |||
Balance - Beginning of year | $ 0 | $ 72,618 | |
Issuance of shares - unsecured convertible debenture conversion | $ 30,180 | 30,180 | |
Conversion of Class A common shares to Subordinate Voting Shares | (102,798) | ||
Balance - End of year | $ 0 | ||
Class A common shares, Series D | |||
Changes in number of shares outstanding [abstract] | |||
Balance - Beginning of year (in shares) | shares | 0 | 44,403,491 | |
Conversion of Class A common shares to Subordinate Voting Shares (in shares) | shares | (44,403,491) | ||
Balance - End of year (in shares) | shares | 0 | ||
Changes in equity [abstract] | |||
Balance - Beginning of year | $ 0 | $ 182,498 | |
Conversion of Class A common shares to Subordinate Voting Shares | (182,498) | ||
Balance - End of year | $ 0 | ||
Class B common shares | |||
Changes in number of shares outstanding [abstract] | |||
Balance - Beginning of year (in shares) | shares | 0 | 1,457,360 | |
Issuance of shares (in shares) | shares | 89,286 | ||
Conversion of Class B common shares and preferred shares to Subordinate Voting Shares (in shares) | shares | (1,546,646) | ||
Balance - End of year (in shares) | shares | 0 | ||
Changes in equity [abstract] | |||
Balance - Beginning of year | $ 0 | $ 5,990 | |
Issuance of shares | 193 | ||
Conversion of Class B common shares and preferred shares to Subordinate Voting Shares | (6,183) | ||
Balance - End of year | $ 0 | ||
Class A preferred shares | |||
Changes in number of shares outstanding [abstract] | |||
Balance - Beginning of year (in shares) | shares | 0 | 1,000 | |
Conversion of Class A preferred shares to Class B preferred shares (in shares) | shares | (1,000) | ||
Balance - End of year (in shares) | shares | 0 | ||
Changes in equity [abstract] | |||
Balance - Beginning of year | $ 0 | $ 1 | |
Conversion of Class A preferred shares to Class B preferred shares | (1) | ||
Balance - End of year | $ 0 | ||
Class B preferred shares | |||
Changes in number of shares outstanding [abstract] | |||
Balance - Beginning of year (in shares) | shares | 0 | 0 | |
Conversion of Class A preferred shares to Class B preferred shares (in shares) | shares | 1,000 | ||
Redemption of shares (in shares) | shares | (1,000) | ||
Balance - End of year (in shares) | shares | 0 | ||
Changes in equity [abstract] | |||
Balance - Beginning of year | $ 0 | $ 0 | |
Conversion of Class A preferred shares to Class B preferred shares | 1 | ||
Redemption of shares | (1) | ||
Balance - End of year | $ 0 | ||
Subordinate Voting Shares | |||
Changes in number of shares outstanding [abstract] | |||
Balance - Beginning of year (in shares) | shares | 45,924,637 | 0 | |
Conversion of Class A common shares to Subordinate Voting Shares (in shares) | shares | 0 | 90,307,767 | |
Conversion of Class B common shares and preferred shares to Subordinate Voting Shares (in shares) | shares | 0 | 11,980,945 | |
Conversion of Multiple Voting Shares to Subordinate Voting Shares (in shares) | shares | 16,183,189 | 0 | |
Exercise of stock options (in shares) | shares | 1,233,084 | 760 | |
Issuance under public listings (in shares) | shares | 29,171,050 | 3,450,000 | 29,171,050 |
Issuance for acquisitions (in shares) | shares | 138,522 | 6,711,923 | |
Conversion of Subordinate Voting Shares to Multiple Voting Shares (in shares) | shares | 0 | (92,247,808) | |
Balance - End of year (in shares) | shares | 66,929,432 | 45,924,637 | |
Changes in equity [abstract] | |||
Balance - Beginning of year | $ 1,139,723 | $ 0 | |
Conversion of Class A common shares to Subordinate Voting Shares | 0 | 606,403 | |
Conversion of Class B common shares and preferred shares to Subordinate Voting Shares | 0 | 49,159 | |
Conversion of Multiple Voting Shares to Subordinate Voting Shares | 85,271 | 0 | |
Exercise of stock options | 11,711 | 4 | |
Issuance under public listings | 424,833 | 758,447 | |
Issuance for acquisitions | 11,387 | 254,738 | |
Conversion of Subordinate Voting Shares to Multiple Voting Shares | 0 | (486,062) | |
Issuance fees | $ (42,966) | (16,611) | (42,966) |
Balance - End of year | $ 1,656,314 | $ 1,139,723 | |
Multiple Voting Shares | |||
Changes in number of shares outstanding [abstract] | |||
Balance - Beginning of year (in shares) | shares | 92,247,808 | 0 | |
Conversion of Multiple Voting Shares to Subordinate Voting Shares (in shares) | shares | (16,183,189) | 0 | |
Conversion of Subordinate Voting Shares to Multiple Voting Shares (in shares) | shares | 0 | 92,247,808 | |
Balance - End of year (in shares) | shares | 76,064,619 | 92,247,808 | |
Changes in equity [abstract] | |||
Balance - Beginning of year | $ 486,062 | $ 0 | |
Conversion of Multiple Voting Shares to Subordinate Voting Shares | (85,271) | 0 | |
Conversion of Subordinate Voting Shares to Multiple Voting Shares | 0 | 486,062 | |
Balance - End of year | $ 400,791 | $ 486,062 | |
Liabilities | Class A common shares, Series A | |||
Changes in number of shares outstanding [abstract] | |||
Balance - Beginning of year (in shares) | shares | 0 | 14,175,549 | |
Conversion of Class A common shares to Subordinate Voting Shares (in shares) | shares | (14,175,549) | ||
Balance - End of year (in shares) | shares | 0 | ||
Changes in equity [abstract] | |||
Balance - Beginning of year | $ 0 | $ 58,262 | |
Conversion of Class A common shares to Subordinate Voting Shares | (131,691) | ||
Changes in the redemption amount accounted as financing costs | 73,429 | ||
Balance - End of year | $ 0 | ||
Liabilities | Class B preferred shares | |||
Changes in number of shares outstanding [abstract] | |||
Balance - Beginning of year (in shares) | shares | 0 | 32,000,000 | |
Conversion of Class B common shares and preferred shares to Subordinate Voting Shares (in shares) | shares | (32,000,000) | ||
Balance - End of year (in shares) | shares | 0 | ||
Changes in equity [abstract] | |||
Balance - Beginning of year | $ 0 | $ 39,967 | |
Conversion of Class B common shares and preferred shares to Subordinate Voting Shares | (42,976) | ||
Changes in the redemption amount accounted as financing costs | 3,009 | ||
Balance - End of year | $ 0 |
Revenue and expenses by natur_2
Revenue and expenses by nature (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | $ 724,526 | $ 376,226 |
Cost of revenue | 147,755 | 69,255 |
Selling, general and administrative expenses | ||
Commissions | 125,531 | 67,410 |
Employee compensation | 109,798 | 57,509 |
Depreciation and amortization | 90,828 | 69,673 |
Professional fees | 24,532 | 15,493 |
Share-based payments | 53,180 | 10,407 |
Transaction losses | 2,662 | 5,362 |
Contingent consideration adjustment | 0 | (2,470) |
Other | 24,772 | 11,588 |
Selling, general and administrative expenses | 431,303 | 234,972 |
Net investment tax credits and government grants | 0 | 995 |
Processing cost | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Cost of revenue | 143,261 | 64,106 |
Cost of goods sold | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Cost of revenue | 4,494 | 5,149 |
Merchant transaction and processing services revenue | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | 715,769 | 368,299 |
Other revenue | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | $ 8,757 | $ 7,927 |
Net finance costs (Details)
Net finance costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finance income | ||
Finance income | $ (2,859) | $ (5,427) |
Finance costs | ||
Interest on loans and borrowings (excluding lease liabilities) | 16,380 | 42,024 |
Interest expense on lease liabilities | 382 | 384 |
Other interest expense | 117 | 251 |
Change in redemption amount of liability-classified Class A common shares | 0 | 73,429 |
Change in redemption amount of subsidiary’s preferred shares | 0 | 3,009 |
Interest on unsecured debentures | 0 | 15,503 |
Loss on debt modification or early repayment | 0 | 24,491 |
Finance costs | 16,879 | 159,091 |
Net finance costs | $ 14,020 | $ 153,664 |
Share-based payment arrangeme_3
Share-based payment arrangements - Summary of Share-based Awards (Details) | 12 Months Ended | |
Dec. 31, 2021shares$ / shares | Dec. 31, 2020shares$ / shares | |
Stock Options [Abstract] | ||
Stock options outstanding, beginning of year (in shares) | 6,970,505 | 3,659,375 |
Stock options clawed back by the Company (in shares) | (357,143) | |
Stock options forfeited (in shares) | (264,395) | (94,836) |
Stock options granted (in shares) | 3,374,192 | 3,795,757 |
Stock options exercised (in shares) | (1,233,084) | (32,648) |
Stock options outstanding, end of year (in shares) | 8,847,218 | 6,970,505 |
Stock options exercisable (in shares) | 2,656,976 | 3,132,644 |
Weighted average exercise price, stock options outstanding, beginning of year (in dollars per share) | $ / shares | $ 16.59 | $ 4 |
Weighted average exercise price, stock options clawed back by the Company (in dollars per share) | $ / shares | 3.75 | |
Weighted average exercise price, stock options forfeited (in dollars per share) | $ / shares | 30.06 | 24.57 |
Weighted average exercise price, stock options granted (in dollars per share) | $ / shares | 117.25 | 27.62 |
Weighted average exercise price, stock options exercised (in dollars per share) | $ / shares | 7.29 | 4.70 |
Weighted average exercise price, stock options outstanding, end of year (in dollars per share) | $ / shares | 55.87 | 16.59 |
Weighted average exercise price, stock options exercisable (in dollars per share) | $ / shares | 8.95 | 3.71 |
Weighted average grant date fair value, stock options (in dollars per share) | $ / shares | $ 31.48 | $ 8.30 |
RSUs | ||
Share Units [Abstract] | ||
Share units outstanding, beginning of year (in shares) | 0 | 0 |
Share units clawed back by the Company (in shares) | 0 | |
Share units forfeited (in shares) | (617) | 0 |
Share units granted (in shares) | 972,714 | 0 |
Share units exercised (in shares) | 0 | 0 |
Share units outstanding, end of year (in shares) | 972,097 | 0 |
Share units exercisable (in shares) | 0 | 0 |
Share units granted to third party that have not met accounting grant date definition and will be cancelled (in shares) | 484,590 | |
Weighted average grant date fair value, share units (in dollars per share) | $ / shares | $ 97.11 | $ 0 |
Performance share units | ||
Share Units [Abstract] | ||
Share units outstanding, beginning of year (in shares) | 0 | 0 |
Share units clawed back by the Company (in shares) | 0 | |
Share units forfeited (in shares) | 0 | 0 |
Share units granted (in shares) | 1,395,169 | 0 |
Share units exercised (in shares) | 0 | 0 |
Share units outstanding, end of year (in shares) | 1,395,169 | 0 |
Share units exercisable (in shares) | 0 | 0 |
Weighted average grant date fair value, share units (in dollars per share) | $ / shares | $ 92.74 | $ 0 |
Deferred share units | ||
Share Units [Abstract] | ||
Share units outstanding, beginning of year (in shares) | 3,076 | 0 |
Share units clawed back by the Company (in shares) | 0 | |
Share units forfeited (in shares) | 0 | 0 |
Share units granted (in shares) | 7,295 | 3,076 |
Share units exercised (in shares) | 0 | 0 |
Share units outstanding, end of year (in shares) | 10,371 | 3,076 |
Share units exercisable (in shares) | 10,371 | 3,076 |
Weighted average grant date fair value, share units (in dollars per share) | $ / shares | $ 71.65 | $ 26 |
Share-based payment arrangeme_4
Share-based payment arrangements - Fair Value Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021Year$ / shares | Dec. 31, 2020Year$ / shares | |
Omnibus | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Share price (in dollars per share) | $ 117.25 | $ 28.71 |
Exercise price (in dollars per share) | $ 117.25 | $ 28.71 |
Risk free interest rate (percent) | 1.08% | 0.29% |
Expected volatility (percent) | 33.40% | 31.40% |
Expected term (in years) | Year | 5.9 | 5.2 |
Legacy | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Share price (in dollars per share) | $ 6.15 | |
Share price, post conversion (in dollars per share) | 17.22 | |
Exercise price (in dollars per share) | 6.15 | |
Exercise price, post conversion (in dollars per share) | $ 17.22 | |
Risk free interest rate (percent) | 0.49% | |
Expected volatility (percent) | 27.60% | |
Expected term (in years) | Year | 5 |
Share-based payment arrangeme_5
Share-based payment arrangements - Summary of Options Outstanding and Exercisable (Details) | 12 Months Ended | ||
Dec. 31, 2021shares$ / shares | Dec. 31, 2020shares | Dec. 31, 2019shares | |
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Number of options outstanding (in shares) | 8,847,218 | 6,970,505 | 3,659,375 |
Weighted average remaining contractual term of options outstanding (in years) | 8 years 4 months 24 days | ||
Number of options exercisable (in shares) | 2,656,976 | 3,132,644 | |
Weighted average remaining contractual term of options exercisable (in years) | 6 years 10 months 24 days | ||
$2.80 | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 2.80 | ||
Number of options outstanding (in shares) | 1,069,719 | ||
Weighted average remaining contractual term of options outstanding (in years) | 6 years 1 month 6 days | ||
Number of options exercisable (in shares) | 1,069,719 | ||
Weighted average remaining contractual term of options exercisable (in years) | 6 years 1 month 6 days | ||
$3.42 - $4.00 | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Number of options outstanding (in shares) | 827,740 | ||
Weighted average remaining contractual term of options outstanding (in years) | 6 years 8 months 12 days | ||
Number of options exercisable (in shares) | 827,740 | ||
Weighted average remaining contractual term of options exercisable (in years) | 6 years 8 months 12 days | ||
$3.42 - $4.00 | Minimum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 3.42 | ||
$3.42 - $4.00 | Maximum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 4 | ||
$4.70 - $6.30 | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Number of options outstanding (in shares) | 111,028 | ||
Weighted average remaining contractual term of options outstanding (in years) | 7 years 1 month 6 days | ||
Number of options exercisable (in shares) | 111,028 | ||
Weighted average remaining contractual term of options exercisable (in years) | 7 years 1 month 6 days | ||
$4.70 - $6.30 | Minimum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 4.70 | ||
$4.70 - $6.30 | Maximum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 6.30 | ||
$11.51 - $17.22 | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Number of options outstanding (in shares) | 557,312 | ||
Weighted average remaining contractual term of options outstanding (in years) | 8 years 1 month 6 days | ||
Number of options exercisable (in shares) | 173,676 | ||
Weighted average remaining contractual term of options exercisable (in years) | 8 years | ||
$11.51 - $17.22 | Minimum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 11.51 | ||
$11.51 - $17.22 | Maximum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 17.22 | ||
$26.00 - $47.21 | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Number of options outstanding (in shares) | 2,918,460 | ||
Weighted average remaining contractual term of options outstanding (in years) | 8 years 9 months 18 days | ||
Number of options exercisable (in shares) | 474,813 | ||
Weighted average remaining contractual term of options exercisable (in years) | 8 years 9 months 18 days | ||
$26.00 - $47.21 | Minimum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 26 | ||
$26.00 - $47.21 | Maximum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 47.21 | ||
$57.50 - $78.58 | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Number of options outstanding (in shares) | 298,504 | ||
Weighted average remaining contractual term of options outstanding (in years) | 5 years 8 months 12 days | ||
$57.50 - $78.58 | Minimum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 57.50 | ||
$57.50 - $78.58 | Maximum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 78.58 | ||
$104.53 - $127.33 | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Number of options outstanding (in shares) | 3,064,455 | ||
Weighted average remaining contractual term of options outstanding (in years) | 9 years 8 months 12 days | ||
$104.53 - $127.33 | Minimum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 104.53 | ||
$104.53 - $127.33 | Maximum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 127.33 |
Share-based payment arrangeme_6
Share-based payment arrangements - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 22, 2020shares$ / shares | Mar. 16, 2020shares$ / shares | Dec. 31, 2021shares$ / shares | Dec. 31, 2020USD ($)shares$ / shares | Dec. 31, 2019shares | Sep. 21, 2017shares |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Stock options granted (in shares) | 3,374,192 | 3,795,757 | ||||
Weighted average grant date fair value, stock options (in dollars per share) | $ / shares | $ 31.48 | $ 8.30 | ||||
Number of options outstanding (in shares) | 8,847,218 | 6,970,505 | 3,659,375 | |||
RSUs | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Share units granted (in shares) | 972,714 | 0 | ||||
Options with performance conditions | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Stock options granted (in shares) | 214,286 | |||||
PSUs | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Share units granted (in shares) | 1,395,169 | 0 | ||||
Expected volatility of share price (percent) | 32.50% | |||||
Omnibus Incentive Plan | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Exercise price (in dollars per share) | $ / shares | $ 117.25 | $ 28.71 | ||||
Omnibus Incentive Plan | Options | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Stock options granted (in shares) | 3,000,000 | |||||
Exercise price (in dollars per share) | $ / shares | $ 26 | |||||
Vesting period (in years) | 5 years | |||||
Equity award term (in years) | 10 years | |||||
Omnibus Incentive Plan | RSUs | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Vesting period (in years) | 3 years | |||||
Omnibus Incentive Plan | PSUs | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Vesting period (in years) | 3 years | |||||
Legacy Option Plan | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Stock options granted (in shares) | 357,143 | |||||
Stock options granted, pre-conversion (in shares) | 1,000,000 | |||||
Exercise price (in dollars per share) | $ / shares | $ 6.15 | |||||
Weighted average grant date fair value, stock options (in dollars per share) | $ / shares | $ 4.34 | |||||
Weighted average grant date fair value, stock options, pre-conversion | $ / shares | $ 1.55 | |||||
Number of shares authorized for issuance | 11,704,100 | |||||
Options with clawback provision vested (in shares) | 205,666 | |||||
Compensation expense related to option vesting and voiding of clawback provision | $ | $ 4,587 | |||||
Conversion ratio, shares and exercise price | 2.8 | |||||
Number of options outstanding (in shares) | 3,621,323 | |||||
Legacy Option Plan | Options | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Vesting period (in years) | 5 years | |||||
Equity award term (in years) | 10 years | |||||
Key management personnel | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Number of options outstanding (in shares) | 5,351,140 | 3,123,204 |
Income taxes - Variations of In
Income taxes - Variations of Income Tax Expense (Recovery) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of tax expense | ||
Income (loss) before income taxes | $ 131,961 | $ (100,583) |
Income taxes expense (recovery) at statutory rate | 34,970 | (26,655) |
Permanent difference items | 103 | 18,966 |
Rate differential | (20,116) | (3,773) |
Prior year adjustments | (4,280) | 2,148 |
Change in unrecognized deductible temporary differences | 3,975 | 11,283 |
Share-based payments | 9,566 | 2,358 |
Other | 698 | (1,240) |
Total tax expense | $ 24,916 | $ 3,087 |
Income taxes - Details of Incom
Income taxes - Details of Income Tax Expense (Recovery) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Abstract] | ||
Current tax expense (recovery) | $ 34,914 | $ 13,491 |
Deferred tax expense (recovery) | (9,998) | (10,404) |
Total tax expense | $ 24,916 | $ 3,087 |
Income taxes - Components of Cu
Income taxes - Components of Current and Deferred Income Tax Expense (Recovery) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax expense (recovery) | ||
Current | $ 34,635 | $ 13,732 |
Adjustment of prior year income tax expense (recovery) | 279 | (241) |
Current tax expense (recovery) | 34,914 | 13,491 |
Deferred tax expense (recovery) | ||
Origination and reversal of temporary differences | (9,417) | (27,670) |
Change in unrecognized deductible temporary differences | 3,975 | 14,877 |
Adjustment of prior year income tax expense (recovery) | (4,556) | 2,389 |
Deferred tax expense (recovery) | $ (9,998) | $ (10,404) |
Income taxes - Changes In Defer
Income taxes - Changes In Deferred Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | $ (46,320) | $ (12,976) |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 9,998 | 10,404 |
Business combinations | (29,098) | (41,650) |
Equity | 3,763 | |
Foreign currency exchange differences | 3,593 | (2,098) |
Net deferred tax assets (liabilities) | (58,064) | (46,320) |
Share-based payments | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | 0 | |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 551 | |
Business combinations | 0 | |
Equity | 3,763 | |
Foreign currency exchange differences | 0 | |
Net deferred tax assets (liabilities) | 4,314 | 0 |
Net operating tax losses carried forward | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | 2,286 | 2,009 |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 1,708 | 277 |
Business combinations | 24 | 0 |
Equity | 0 | |
Foreign currency exchange differences | 0 | 0 |
Net deferred tax assets (liabilities) | 4,018 | 2,286 |
Intangible assets | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | 3,117 | (2,944) |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 4,637 | 6,061 |
Business combinations | (3,829) | 0 |
Equity | 0 | |
Foreign currency exchange differences | 0 | 0 |
Net deferred tax assets (liabilities) | 3,925 | 3,117 |
Accrued liabilities | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | 1,810 | 2,834 |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 665 | (1,024) |
Business combinations | 374 | 0 |
Equity | 0 | |
Foreign currency exchange differences | 75 | 0 |
Net deferred tax assets (liabilities) | 2,924 | 1,810 |
Other | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | 1,899 | 597 |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | (4,916) | 1,302 |
Business combinations | 1,073 | 0 |
Equity | 0 | |
Foreign currency exchange differences | 144 | 0 |
Net deferred tax assets (liabilities) | (1,800) | 1,899 |
Total deferred tax assets | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | 7,213 | |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 7,561 | |
Business combinations | (3,431) | |
Equity | 3,763 | |
Foreign currency exchange differences | 75 | |
Net deferred tax assets (liabilities) | 15,181 | 7,213 |
Total deferred tax assets | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | 9,112 | 2,496 |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 6,616 | |
Business combinations | 0 | |
Foreign currency exchange differences | 0 | |
Net deferred tax assets (liabilities) | 9,112 | |
Intangible assets | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | (54,267) | (14,590) |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 7,588 | 4,071 |
Business combinations | (26,740) | (41,650) |
Equity | 0 | |
Foreign currency exchange differences | 3,376 | (2,098) |
Net deferred tax assets (liabilities) | (70,043) | (54,267) |
Property and equipment | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | (773) | 1,332 |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | (132) | (2,105) |
Business combinations | 0 | 0 |
Equity | 0 | |
Foreign currency exchange differences | 0 | 0 |
Net deferred tax assets (liabilities) | (905) | (773) |
Deferred costs | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | (392) | (408) |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | (103) | 16 |
Business combinations | 0 | 0 |
Equity | 0 | |
Foreign currency exchange differences | (2) | 0 |
Net deferred tax assets (liabilities) | (497) | (392) |
Unrealized foreign currency exchange | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | 0 | (1,806) |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 1,806 | |
Business combinations | 0 | |
Foreign currency exchange differences | 0 | |
Net deferred tax assets (liabilities) | 0 | |
Total deferred tax liabilities | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | (53,533) | |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 2,437 | |
Business combinations | (25,667) | |
Equity | 0 | |
Foreign currency exchange differences | 3,518 | |
Net deferred tax assets (liabilities) | (73,245) | (53,533) |
Total deferred tax liabilities | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | $ (55,432) | (15,472) |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 3,788 | |
Business combinations | (41,650) | |
Foreign currency exchange differences | (2,098) | |
Net deferred tax assets (liabilities) | $ (55,432) |
Income taxes - Deferred Income
Income taxes - Deferred Income Taxes on Consolidated Statements of Financial Position (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Taxes [Abstract] | |||
Deferred tax assets | $ 13,036 | $ 3,785 | |
Deferred tax liabilities | (71,100) | (50,105) | |
Net deferred tax assets (liabilities) | $ (58,064) | $ (46,320) | $ (12,976) |
Income taxes - Unrecognized Def
Income taxes - Unrecognized Deferred Income Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes [Abstract] | ||
Net operating tax losses carried forward | $ 24,865 | $ 27,082 |
Deductible temporary differences, including capital losses | $ 12,132 | $ 11,645 |
Income taxes - Net Operating Ta
Income taxes - Net Operating Tax Losses Carried Forward by Expiration (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes [Abstract] | ||
Gross amount of net operating tax losses carried forward, expire | $ 92,412 | $ 102,196 |
Gross amount of net operating tax losses carried forward, never expire | 2,413 | |
Gross amount of net operating tax losses carried forward | 94,825 | |
Tax-effected, expire | 24,436 | 27,082 |
Tax-effected, never expire | 429 | |
Tax-effected | $ 24,865 | $ 27,082 |
Net income (loss) per share (De
Net income (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share [abstract] | ||
Net income (loss) attributable to common shareholders of the Company – basic | $ 102,293 | $ (106,230) |
Net income (loss) attributable to common shareholders of the Company – diluted | $ 102,293 | $ (106,230) |
Weighted average number of common shares outstanding – basic (in shares) | 139,729,116 | 98,681,060 |
Effect of dilutive securities (in shares) | 4,712,386 | 0 |
Weighted average number of common shares outstanding – diluted (in shares) | 144,441,502 | 98,681,060 |
Basic earnings (loss) per share (in dollars per share) | $ 0.73 | $ (1.08) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.71 | $ (1.08) |
Operating segments (Details)
Operating segments (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Disclosure of geographical areas [line items] | ||
Number of reportable segments | segment | 1 | |
Revenue | $ 724,526 | $ 376,226 |
Non-current assets excluding financial assets and deferred tax assets | 1,894,315 | 1,511,889 |
North America | ||
Disclosure of geographical areas [line items] | ||
Revenue | 301,257 | 183,803 |
Europe, Middle East and Africa | ||
Disclosure of geographical areas [line items] | ||
Revenue | 394,758 | 176,771 |
Latin America | ||
Disclosure of geographical areas [line items] | ||
Revenue | 22,841 | 10,771 |
Asia Pacific | ||
Disclosure of geographical areas [line items] | ||
Revenue | 5,670 | 4,881 |
Canada | ||
Disclosure of geographical areas [line items] | ||
Non-current assets excluding financial assets and deferred tax assets | 1,083,594 | 1,107,228 |
United States | ||
Disclosure of geographical areas [line items] | ||
Non-current assets excluding financial assets and deferred tax assets | 252,577 | 56,488 |
European Union | ||
Disclosure of geographical areas [line items] | ||
Non-current assets excluding financial assets and deferred tax assets | 552,372 | 342,208 |
United Kingdom | ||
Disclosure of geographical areas [line items] | ||
Non-current assets excluding financial assets and deferred tax assets | 225 | 284 |
Rest of the world | ||
Disclosure of geographical areas [line items] | ||
Non-current assets excluding financial assets and deferred tax assets | $ 5,547 | $ 5,681 |
Financial instruments and com_3
Financial instruments and commitments - Maturities of Financial Liabilities and Purchase Commitments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Carrying amount | ||
Due to merchants | $ 720,874 | $ 443,394 |
Carrying amount | 508,595 | 215,253 |
Segregated funds | (720,874) | $ (443,394) |
Liquidity risk | ||
Carrying amount | ||
Trade and other payables (excluding sales tax) | 91,490 | |
Due to merchants | 720,874 | |
Carrying amount | 500,282 | |
Lease liabilities | 8,313 | |
Other liabilities | 17,736 | |
Contractual commitments | 0 | |
Financial liabilities and purchase commitments | 1,338,695 | |
Segregated funds | (720,874) | |
Financial liabilities and purchase commitments, net of segregated funds | 617,821 | |
Contractual cash flows | ||
Trade and other payables (excluding sales tax) | 91,490 | |
Due to merchants | 720,874 | |
Credit facilities | 557,591 | |
Lease liabilities | 11,258 | |
Other liabilities | 16,540 | |
Contractual commitments | 3,899 | |
Financial liabilities and purchase commitments | 1,401,652 | |
Segregated funds | (720,874) | |
Financial liabilities and purchase commitments, net of segregated funds | 680,778 | |
Less than 1 year | Liquidity risk | ||
Contractual cash flows | ||
Trade and other payables (excluding sales tax) | 91,490 | |
Due to merchants | 720,874 | |
Credit facilities | 20,402 | |
Lease liabilities | 3,290 | |
Other liabilities | 12,317 | |
Contractual commitments | 1,098 | |
Financial liabilities and purchase commitments | 849,471 | |
Segregated funds | (720,874) | |
Financial liabilities and purchase commitments, net of segregated funds | 128,597 | |
1 to 5 years | Liquidity risk | ||
Contractual cash flows | ||
Trade and other payables (excluding sales tax) | 0 | |
Due to merchants | 0 | |
Credit facilities | 537,189 | |
Lease liabilities | 6,078 | |
Other liabilities | 4,223 | |
Contractual commitments | 2,801 | |
Financial liabilities and purchase commitments | 550,291 | |
Segregated funds | 0 | |
Financial liabilities and purchase commitments, net of segregated funds | 550,291 | |
More than 5 years | Liquidity risk | ||
Contractual cash flows | ||
Trade and other payables (excluding sales tax) | 0 | |
Due to merchants | 0 | |
Credit facilities | 0 | |
Lease liabilities | 1,890 | |
Other liabilities | 0 | |
Contractual commitments | 0 | |
Financial liabilities and purchase commitments | 1,890 | |
Segregated funds | 0 | |
Financial liabilities and purchase commitments, net of segregated funds | $ 1,890 |
Financial instruments and com_4
Financial instruments and commitments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |||
Cash | $ 748,576 | $ 180,722 | $ 60,072 |
Unused credit facilities | $ 385,000 | ||
Credit risk | Trade and other receivables | |||
Disclosure of nature and extent of risks arising from financial instruments [line items] | |||
Concentration risk (percent) | 37.00% | 39.00% | |
Currency risk | |||
Disclosure of nature and extent of risks arising from financial instruments [line items] | |||
Reasonably possible increase in risk variable (percent) | 10.00% | ||
Reasonably possible decrease in risk variable (percent) | 10.00% | ||
Currency risk | Currencies other than US Dollar | Revenues | |||
Disclosure of nature and extent of risks arising from financial instruments [line items] | |||
Concentration risk (percent) | 54.00% | ||
Currency risk | Currencies other than US Dollar | Expenses | |||
Disclosure of nature and extent of risks arising from financial instruments [line items] | |||
Concentration risk (percent) | 32.00% | ||
Currency risk | EUR | Revenues | |||
Disclosure of nature and extent of risks arising from financial instruments [line items] | |||
Concentration risk (percent) | 16.00% | ||
Currency risk | GBP | Revenues | |||
Disclosure of nature and extent of risks arising from financial instruments [line items] | |||
Concentration risk (percent) | 11.00% | ||
Interest rate risk | |||
Disclosure of nature and extent of risks arising from financial instruments [line items] | |||
Reasonably possible increase in risk variable (percent) | 1.00% | 1.00% | |
Increase (decrease) in profit (loss) due increase in risk variable | $ (3,719) | $ 2,119 | |
Reasonably possible decrease in risk variable (percent) | 1.00% | ||
Increase (decrease) in profit (loss) due decrease in risk variable | $ 0 |
Financial instruments and com_5
Financial instruments and commitments - Impairment Losses on Financial Assets Recognized in Profit or Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in allowance account for credit losses of financial assets [abstract] | ||
Balance – Beginning of year | $ 632 | $ 2,602 |
Written off against reserve | (376) | (2,806) |
Net remeasurement of loss allowance | 460 | 836 |
Balance – End of year | $ 716 | $ 632 |
Financial instruments and com_6
Financial instruments and commitments - Credit Risk and Expected Credit Loss for Trade Receivables (Details) - Credit risk - Trade receivables - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current (not past due) | ||
Disclosure of credit risk exposure [line items] | ||
Weighted-average loss rate (as a percent) | 0.10% | 0.20% |
1-30 days past due | ||
Disclosure of credit risk exposure [line items] | ||
Weighted-average loss rate (as a percent) | 10.40% | 8.30% |
31-60 days past due | ||
Disclosure of credit risk exposure [line items] | ||
Weighted-average loss rate (as a percent) | 4.20% | 17.90% |
More than 60 days past due | ||
Disclosure of credit risk exposure [line items] | ||
Weighted-average loss rate (as a percent) | 60.20% | 60.70% |
Gross carrying amount | ||
Disclosure of credit risk exposure [line items] | ||
Financial assets | $ 35,481 | $ 27,289 |
Gross carrying amount | Current (not past due) | ||
Disclosure of credit risk exposure [line items] | ||
Financial assets | 33,298 | 25,836 |
Gross carrying amount | 1-30 days past due | ||
Disclosure of credit risk exposure [line items] | ||
Financial assets | 657 | 446 |
Gross carrying amount | 31-60 days past due | ||
Disclosure of credit risk exposure [line items] | ||
Financial assets | 554 | 140 |
Gross carrying amount | More than 60 days past due | ||
Disclosure of credit risk exposure [line items] | ||
Financial assets | 972 | 867 |
Loss allowance | ||
Disclosure of credit risk exposure [line items] | ||
Financial assets | 716 | 632 |
Loss allowance | Current (not past due) | ||
Disclosure of credit risk exposure [line items] | ||
Financial assets | 40 | 44 |
Loss allowance | 1-30 days past due | ||
Disclosure of credit risk exposure [line items] | ||
Financial assets | 68 | 37 |
Loss allowance | 31-60 days past due | ||
Disclosure of credit risk exposure [line items] | ||
Financial assets | 23 | 25 |
Loss allowance | More than 60 days past due | ||
Disclosure of credit risk exposure [line items] | ||
Financial assets | $ 585 | $ 526 |
Financial instruments and com_7
Financial instruments and commitments - Foreign Currency Exposure (Details) - Currency risk - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | $ 7,305 | $ 6,040 |
Trade and other payables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (75,588) | |
Lease liabilities | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (4,148) | |
Cash | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 69,172 | |
Trade and other receivables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 17,869 | |
CAD | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (8,398) | (8,601) |
CAD | Trade and other payables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (16,463) | |
CAD | Lease liabilities | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 0 | |
CAD | Cash | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 2,265 | |
CAD | Trade and other receivables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 5,800 | |
EUR | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 17,359 | 6,739 |
EUR | Trade and other payables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (28,979) | |
EUR | Lease liabilities | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (381) | |
EUR | Cash | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 40,490 | |
EUR | Trade and other receivables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 6,229 | |
GBP | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 8,752 | 8,513 |
GBP | Trade and other payables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (2,261) | |
GBP | Lease liabilities | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 0 | |
GBP | Cash | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 9,483 | |
GBP | Trade and other receivables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 1,530 | |
Other | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (10,408) | $ (611) |
Other | Trade and other payables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (27,885) | |
Other | Lease liabilities | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (3,767) | |
Other | Cash | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 16,934 | |
Other | Trade and other receivables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | $ 4,310 |
Financial instruments and com_8
Financial instruments and commitments - Currency Risk Effect on Equity and Net Income (Details) - Currency risk - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Exposure analysis for 10% strengthening of currency: Increase (decrease) on equity and net income (loss) | $ 731 | $ 604 |
CAD | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Exposure analysis for 10% strengthening of currency: Increase (decrease) on equity and net income (loss) | (840) | (860) |
EUR | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Exposure analysis for 10% strengthening of currency: Increase (decrease) on equity and net income (loss) | 1,736 | 674 |
GBP | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Exposure analysis for 10% strengthening of currency: Increase (decrease) on equity and net income (loss) | 875 | 851 |
Other | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Exposure analysis for 10% strengthening of currency: Increase (decrease) on equity and net income (loss) | $ (1,041) | $ (61) |
Determination of fair values -
Determination of fair values - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Fair Value Measurement Of Assets And Liabilities [Line Items] | ||
Assets at fair value | $ 3,455,470 | $ 2,247,769 |
Liabilities at fair value | 1,433,630 | 789,880 |
Level 1 | Investments | ||
Disclosure Of Fair Value Measurement Of Assets And Liabilities [Line Items] | ||
Assets at fair value | 1,112 | 1,093 |
Level 3 | LPP put option liability | ||
Disclosure Of Fair Value Measurement Of Assets And Liabilities [Line Items] | ||
Liabilities at fair value | 531 | 1,036 |
Level 3 | Contingent considerations | ||
Disclosure Of Fair Value Measurement Of Assets And Liabilities [Line Items] | ||
Liabilities at fair value | 3,004 | 0 |
Level 3 | Advances to a third party independent sales organization | ||
Disclosure Of Fair Value Measurement Of Assets And Liabilities [Line Items] | ||
Assets at fair value | 16,616 | 46,680 |
Level 3 | Investments | ||
Disclosure Of Fair Value Measurement Of Assets And Liabilities [Line Items] | ||
Assets at fair value | $ 1,148 | $ 1,148 |
Determination of fair values _2
Determination of fair values - Changes in Level 3 Items (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LPP put option liability | ||
Reconciliation of changes in fair value measurement, liabilities [abstract] | ||
Beginning balance | $ 1,036 | $ 1,453 |
Payment | 0 | |
Business combinations | 0 | |
Acquisition | 0 | |
Fair value remeasurement | (505) | (417) |
Ending balance | 531 | 1,036 |
Contingent considerations | ||
Reconciliation of changes in fair value measurement, liabilities [abstract] | ||
Beginning balance | 0 | 8,470 |
Payment | (6,000) | |
Business combinations | 3,004 | |
Acquisition | 0 | |
Fair value remeasurement | 0 | (2,470) |
Ending balance | 3,004 | 0 |
Advances to a third party independent sales organization | ||
Changes in fair value measurement, assets [abstract] | ||
Beginning balance | 46,680 | 51,175 |
Business combinations | 0 | |
Merchant residuals received, net of interest on advances to a third parties | (6,468) | (7,222) |
Acquisition | 3,240 | |
Settlement of advances to a third party | (23,687) | |
Fair value remeasurement | 91 | (513) |
Ending balance | 16,616 | 46,680 |
Investments | ||
Changes in fair value measurement, assets [abstract] | ||
Beginning balance | 1,148 | 1,148 |
Business combinations | 0 | |
Acquisition | 0 | |
Fair value remeasurement | 0 | 0 |
Ending balance | $ 1,148 | $ 1,148 |
Determination of fair values _3
Determination of fair values - Sensitivity Analysis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Advances to a third party independent sales organization | ||
Disclosure Of Sensitivity Analysis Of Fair Value Measurement To Changes In Unobservable Inputs. Assets And Liabilities [Line Items] | ||
Discount rate, increase 2% | 2.00% | 2.00% |
Discount rate, decrease 2% | 2.00% | 2.00% |
Effect of increase in assumption | $ (1,108) | $ (2,895) |
Effect of decrease in assumption | $ 999 | $ 3,225 |
Contingent considerations | Base | ||
Disclosure Of Sensitivity Analysis Of Fair Value Measurement To Changes In Unobservable Inputs. Assets And Liabilities [Line Items] | ||
Estimated growth rate, increase 2% | 2.00% | |
Estimated growth rate, decrease 2% | 2.00% | |
Effect of increase in assumption | $ 86 | |
Effect of decrease in assumption | $ (80) |
Related party transactions - Ke
Related party transactions - Key Management Personnel Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party [Abstract] | ||
Salaries and short-term employee benefits | $ 5,861 | $ 4,369 |
Share-based payments | 23,895 | 5,955 |
Key management personnel compensation | $ 29,756 | $ 10,324 |
Related party transactions - Ot
Related party transactions - Other Related Party Transactions (Details) - USD ($) $ in Thousands | Sep. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Balance outstanding | |||
Cash repayment of convertible debentures | $ 0 | $ (93,384) | |
Other | |||
Transaction value | |||
Expenses – Travel, transaction value | 305 | 1,907 | |
Unsecured convertible debentures due to shareholders, transaction value | 0 | 15,503 | |
Transaction value | 305 | 17,410 | |
Balance outstanding | |||
Expenses – Travel, balance outstanding | 28 | 0 | |
Unsecured convertible debentures due to shareholders, balance outstanding | 0 | 0 | |
Balance outstanding | $ 28 | 0 | |
Class A common shares, Series C | |||
Balance outstanding | |||
Unsecured convertible debentures converted into Class A common shares | $ 30,180 | $ 30,180 |
Supplementary cash flow discl_3
Supplementary cash flow disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flow Statement [Abstract] | ||
Trade and other receivables | $ 4,426 | $ (2,091) |
Inventory | (1,197) | 115 |
Prepaid expenses | (3,476) | (1,156) |
Contract assets | (1,720) | (1,853) |
Trade and other payables | 24,951 | 8,663 |
Other current and non-current liabilities | (1,380) | (5,959) |
Changes in non-cash working capital items | $ 21,604 | $ (2,281) |
Capital disclosures (Details)
Capital disclosures (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Capital Disclosures [Abstract] | ||
Total leverage ratio | 7.50 | 8 |
Subsequent events (Details)
Subsequent events (Details) - shares | Feb. 04, 2022 | Mar. 08, 2022 | Feb. 28, 2022 |
Put option exercise | LPP NCI unitholders | |||
Disclosure of non-adjusting events after reporting period [line items] | |||
Obligation to purchase remaining interest (percent) | 40.00% | ||
Period to close transaction | 60 days | ||
Normal course issuer bid | |||
Disclosure of non-adjusting events after reporting period [line items] | |||
Maximum number of shares for repurchase (in shares) | 6,617,416 | ||
Number of shares for repurchase as a percentage of public float (percent) | 10.00% |