Cover
Cover | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information [Line Items] | |
Document Type | 40-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2023 |
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 |
Document Financial Statement Error Correction [Flag] | false |
Entity Central Index Key | 0001765159 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Subordinate Voting Shares | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 63,363,720 |
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, 2023 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Montréal, Canada |
Auditor Firm ID | 271 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 170,435 | $ 751,686 |
Trade and other receivables | 105,755 | 61,228 |
Inventory | 3,156 | 2,117 |
Prepaid expenses | 16,250 | 12,254 |
Income taxes receivable | 4,714 | 3,126 |
Current portion of advances to third parties | 0 | 579 |
Current portion of contract assets | 1,038 | 1,215 |
Other current assets | 7,582 | 0 |
Total current assets before segregated funds | 308,930 | 832,205 |
Segregated funds | 1,455,376 | 823,666 |
Total current assets | 1,764,306 | 1,655,871 |
Non-current assets | ||
Advances to third parties | 0 | 1,721 |
Property and equipment | 33,094 | 31,881 |
Intangible assets | 1,305,048 | 694,995 |
Goodwill | 1,987,737 | 1,114,593 |
Deferred tax assets | 4,336 | 17,172 |
Contract assets | 835 | 997 |
Processor and other deposits | 4,310 | 4,757 |
Other non-current assets | 35,601 | 2,682 |
Total Assets | 5,135,267 | 3,524,669 |
Current liabilities | ||
Trade and other payables | 179,415 | 125,533 |
Income taxes payable | 25,563 | 16,864 |
Current portion of loans and borrowings | 12,470 | 8,652 |
Other current liabilities | 7,859 | 4,224 |
Total current liabilities before due to merchants | 225,307 | 155,273 |
Due to merchants | 1,455,376 | 823,666 |
Total current liabilities | 1,680,683 | 978,939 |
Non-current liabilities | ||
Loans and borrowings | 1,248,074 | 502,102 |
Deferred tax liabilities | 151,921 | 61,704 |
Other non-current liabilities | 10,374 | 2,434 |
Total Liabilities | 3,091,052 | 1,545,179 |
Equity | ||
Share capital | 1,969,734 | 1,972,592 |
Contributed surplus | 324,941 | 202,435 |
Deficit | (224,902) | (166,877) |
Accumulated other comprehensive loss | (43,456) | (39,419) |
Equity attributable to shareholders | 2,026,317 | 1,968,731 |
Non-controlling interest | 17,898 | 10,759 |
Total Equity | 2,044,215 | 1,979,490 |
Total Liabilities and Equity | $ 5,135,267 | $ 3,524,669 |
Consolidated Statements of Prof
Consolidated Statements of Profit or Loss and Comprehensive Income or loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Profit or loss [abstract] | ||
Revenue | $ 1,189,893 | $ 843,323 |
Cost of revenue | 222,906 | 171,425 |
Gross profit | 966,987 | 671,898 |
Selling, general and administrative expenses | 850,090 | 590,966 |
Operating profit | 116,897 | 80,932 |
Finance income | (9,283) | (13,694) |
Finance cost | 121,334 | 22,841 |
Net finance cost | 112,051 | 9,147 |
Gain on foreign currency exchange | (10,101) | (15,752) |
Income before income tax | 14,947 | 87,537 |
Income tax expense | 15,643 | 25,582 |
Net income (loss) | (696) | 61,955 |
Other comprehensive income (loss), net of tax | ||
Foreign operations – foreign currency translation differences | 3,065 | (30,858) |
Change in fair value of financial instruments designated as cash flow hedges | (6,608) | 0 |
Reclassification of change in fair value of financial instruments designated as cash flow hedges to profit and loss | (494) | 0 |
Comprehensive income (loss) | (4,733) | 31,097 |
Net income (loss) attributable to: | ||
Common shareholders of the Company | (7,835) | 56,732 |
Non-controlling interest | 7,139 | 5,223 |
Net income (loss) | (696) | 61,955 |
Comprehensive income (loss) attributable to: | ||
Common shareholders of the Company | (11,872) | 25,874 |
Non-controlling interest | 7,139 | 5,223 |
Comprehensive income (loss) | $ (4,733) | $ 31,097 |
Net income (loss) per share | ||
Basic earnings (loss) per share (in dollars per share) | $ (0.06) | $ 0.40 |
Diluted earnings (loss) per share (in dollars per share) | $ (0.06) | $ 0.39 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flow from operating activities | ||
Net income (loss) | $ (696) | $ 61,955 |
Adjustments for: | ||
Depreciation of property and equipment | 14,448 | 8,483 |
Amortization of intangible assets | 121,975 | 93,009 |
Amortization of contract assets | 1,618 | 1,941 |
Share-based payments | 134,609 | 139,103 |
Net finance cost | 112,051 | 9,147 |
Gain on foreign currency exchange | (10,101) | (15,752) |
Income tax expense | 15,643 | 25,582 |
Fair value remeasurement of investment | 974 | 0 |
Loss on disposal | 1,154 | 175 |
Changes in non-cash working capital items | (12,414) | (10,881) |
Interest paid | (92,319) | (23,370) |
Interest received | 12,727 | 10,753 |
Income taxes paid - net | (36,664) | (32,482) |
Cash flow from operating activities | 263,005 | 267,663 |
Cash flow used in investing activities | ||
Business acquisitions, net of cash acquired | (1,379,778) | 0 |
Payment of acquisition-related contingent consideration | 0 | (2,012) |
Acquisition of property and equipment | (10,200) | (13,744) |
Disposal (acquisition) of other non-current assets | (32,225) | 466 |
Issuance of loan receivable | (6,905) | 0 |
Net decrease in advances to third parties | 245 | 2,059 |
Cash flow used in investing activities | (1,494,061) | (50,235) |
Cash flow from (used in) financing activities | ||
Shares repurchased and cancelled | (56,042) | (166,609) |
Transaction costs from issuance of shares | 0 | (903) |
Proceeds from exercise of stock options | 8,167 | 2,072 |
Repayment of loans and borrowings | (127,840) | (5,120) |
Proceeds from loans and borrowings | 898,548 | 0 |
Financing fees related to loans and borrowings | (39,438) | 0 |
Payment of lease liabilities | (5,711) | (3,727) |
Dividend paid to shareholders | (27,923) | 0 |
Purchase of non-controlling interest | 0 | (39,751) |
Dividend paid by subsidiary to non-controlling interest | 0 | (260) |
Cash flow from financing activities | 649,761 | (214,298) |
Effect of movements in exchange rates on cash | 44 | (20) |
Net increase (decrease) in cash and cash equivalents | (581,251) | 3,110 |
Cash and cash equivalents – Beginning of Year | 751,686 | 748,576 |
Cash and cash equivalents – End of Year | 170,435 | 751,686 |
Intangible assets | ||
Cash flow used in investing activities | ||
Acquisition of intangible assets and residual commission | (44,880) | (34,578) |
Distributor commission buyouts | ||
Cash flow used in investing activities | ||
Acquisition of intangible assets and residual commission | $ (20,318) | $ (2,426) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Share capital | Contributed surplus | Deficit | Cumulative translation adjustments | Cash flow hedge reserve | Non- Controlling interest |
Equity at beginning of period at Dec. 31, 2021 | $ 2,021,840 | $ 2,057,105 | $ 69,943 | $ (108,749) | $ (8,561) | $ 0 | $ 12,102 |
Exercise of equity-settled share-based payments | 2,072 | 6,061 | (3,989) | ||||
Equity-settled share-based payments | 139,103 | 139,103 | |||||
Tax effect - equity-settled share-based payments | (2,622) | (2,622) | |||||
Shares repurchased and cancelled | (129,835) | (75,902) | (53,933) | ||||
Effect of share repurchase liability | (42,484) | (14,672) | (27,812) | ||||
Dividend paid by subsidiary to non-controlling interest | (260) | (260) | |||||
Effect of purchase of non-controlling interest, net of tax | (39,421) | (33,115) | (6,306) | ||||
Net loss and comprehensive loss | 31,097 | 56,732 | (30,858) | 5,223 | |||
Equity at end of period at Dec. 31, 2022 | 1,979,490 | 1,972,592 | 202,435 | (166,877) | (39,419) | 0 | 10,759 |
Exercise of equity-settled share-based payments | 8,167 | 30,520 | (22,353) | ||||
Equity-settled share-based payments | 144,435 | 144,435 | |||||
Tax effect - equity-settled share-based payments | 424 | 424 | |||||
Effect of share repurchase liability | (55,471) | (33,378) | (22,093) | ||||
Dividends declared | (28,097) | (28,097) | 0 | ||||
Net loss and comprehensive loss | (4,733) | (7,835) | 3,065 | (7,102) | 7,139 | ||
Equity at end of period at Dec. 31, 2023 | $ 2,044,215 | $ 1,969,734 | $ 324,941 | $ (224,902) | $ (36,354) | $ (7,102) | $ 17,898 |
Reporting entity
Reporting entity | 12 Months Ended |
Dec. 31, 2023 | |
Reporting Entity [Abstract] | |
Reporting entity | 1. Reporting entity Nuvei Corporation (“Nuvei” or the “Company”) is a global payment technology provider 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”). The Company's Subordinate Voting Shares are listed on the Toronto Stock Exchange ("TSX") and on the Nasdaq Global Select Market ("Nasdaq") both under the symbol "NVEI". |
Basis of preparation and consol
Basis of preparation and consolidation | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022, were authorized for issue by the Company’s Board of Directors on March 5, 2024. Basis of measurement The Consolidated Financial Statements have been prepared on the historical cost basis except for: • Contingent consideration, investments and derivative financial instruments, which are measured at fair value; and • Share-based compensation transactions, which are measured pursuant to IFRS 2, Share-based Payment (note 16). Operating segment The Company has one reportable segment for the provision of payment technology solutions to merchants and partners. 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, judgements 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. Recognizing expense of share-based payments with performance conditions (note 16) 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. Determining the fair value of services rendered by an external party (note 16) When issuing share-based payments in exchange for services rendered under a contract with a third party, the Company records the fair value of the services provided by the third party by estimating the fair value of the services received under the contract, rather than using the fair value of the shares issued in exchange for the services. Management applied significant judgment in determining that the fair value of the services were more reliably measurable in the exchange. 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 16); • Estimating the recoverable amount of tax balances for recognition of tax assets (note 17); and • Estimating the fair value measurement of level 3 financial instruments (note 21). |
Material accounting policies an
Material accounting policies and new accounting standards | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Significant Accounting Policies [Abstract] | |
Material accounting policies and new accounting standards | 3. Material accounting policies and new accounting standards The material 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 EBITDA 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 statements 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 100% Nuvei Commerce LLC United States 100% Nuvei Consulting Services Ltd. Israel 100% Nuvei International Group Limited Guernsey 100% Nuvei Ltd. Cyprus 100% Nuvei Technologies Corp. Canada 100% Nuvei Technologies Inc. United States 100% Nuvei Technology & Services B.V. Netherlands 100% Nuvei US LLC United States 100% Paya Holdings Inc. United States 100% Paya 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 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 and partners. Additionally, transaction and processing services revenues are governed by contracts with financial services 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 and subscription 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 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 applicable 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 revenue 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. Interest revenue Interest revenue may be earned on funds held on behalf of customers. While this is not revenue earned from contracts with customers, the Company presents interest revenue on customer funds in revenue since it is earned on funds that are held as part of the Company’s revenue generating activities. Cash and cash equivalents Cash and cash equivalents comprise deposits in banks and highly liquid investments having an original maturity of three months or less. Segregated funds and due to merchants Segregated funds are comprised of both settlements' receivable and 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 with the merchant. 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 expense 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 the consolidated statements of profit or loss as follows: Assets Period Point-of-sale terminals 3 to 5 years Computer equipment 3 years Office equipment, furniture and fixtures 5 years Leasehold improvements Lease term Right-of-use assets – office leases 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 the consolidated statements of 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 the consolidated statements of 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, distributor commission buyouts 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. Distributor commission buyouts represent amounts paid to an independent sales organization to buy out their rights to future residual commission payments. When a portion of the consideration paid is variable, it is carried at fair value with changes in value recognized as an adjustment to the cost of the intangible assets. 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 the consolidated statements of profit or loss as incurred. Amortization Amortization is calculated to expense the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is recognized in the consolidated statements of profit or loss. Goodwill is not amortized. The estimated useful lives for current and comparative years are as follows: Assets Period Technologies 3 - 15 years Partner and merchant relationships 5 - 15 years Development costs and software 3 - 5 years Distributor commission buyouts 7 years Trademarks 3 - 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 or a CGU'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. The discounted cash flow models take into consideration management's estimates of future cash flows for each asset or CGU, which are then discounted using a 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 management and are adjusted as needed to exclude the impact of future restructuring and improvements to assets. Impairment losses are recognized in the consolidated statements of 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 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 statements 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. In addition, the right-of-use asset is periodically assessed for impairment losses, 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 the consolidated statements of profit or loss if the carrying amount of the right-of-use asset has been reduced to nil. 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 and cash equivalents Amortized cost Trade and other receivables Amortized cost Segregated funds Amortized cost Advances to third parties FVTPL Processor and other deposits Amortized cost Loan receivable 1 Amortized cost Derivative financial asset 1 FVOCI Investments 2 FVTPL Investments 2 FVOCI Financial liabilities Trade and other payables Amortized cost Derivative financial liability 3 FVOCI Due to merchants Amortized cost Loans and borrowings Amortized cost 1 Loan receivable and derivative financial asset are presented as Other current assets in the consolidated statements of financial position 2 Investments are presented as Other non-current assets in the consolidated statements of financial position 3 Derivative financial liability is presented as Other current liabilities and Other non-current 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 the consolidated statements of 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. The Company reviews quantitative and qualitative factors in determining if the terms of the modified liability are substantially different. 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 the consolidated statements of 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. Hedging and derivative financial instruments Hedging relationships The Company may enter into derivative financial instruments to hedge its market risk exposures. On initial designation of new hedges, the Company formally documents the relationship between the hedging instruments and hedged items, including the risk management objective and strategy in undertaking the hedge transaction, together with the methods that will be used |
Business combinations
Business combinations | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of detailed information about business combination [abstract] | |
Business combinations | 4. Business combinations Transactions for the year ended December 31, 2023 Paya Holdings Inc. On February 22, 2023, the Company acquired 100% of the shares of Paya Holdings Inc. ("Paya"), a leading U.S. provider of integrated payment and frictionless commerce solutions, for a total consideration of $1,401,261, comprised of $1,391,435 in cash and $9,826 of the portion of replacement share-based awards that was considered part of the consideration transferred. The cash consideration included the settlement by the Company of seller-related payments of $51,876 paid by Paya immediately prior to closing and thereby increased the calculated purchase price. The Company determined that the transaction met the definition of a business combination. Acquisition costs of $15,470 have been expensed during the year ended December 31, 2023. For the period from the acquisition date to December 31, 2023, Paya contributed revenue of $262,640 and net income of $38,385. The net income includes the amortization of identifiable intangible assets acquired. Assuming this business combination would have been completed on January 1, 2023, Paya would have contributed pro forma revenue of approximately $302,558 and pro forma net income of approximately $39,105 for the year ended December 31, 2023. In determining these amounts, the Company assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on January 1, 2023. To align with the Company's presentation, Paya's revenue contribution amounts are presented net of interchange fees, which was not the case for a small portion of fees prior to its acquisition by the Company. Paya has become part of the Company's United States federal consolidated tax group. During the year ended December 31, 2023, this resulted in the offset of deferred tax assets of the Company with the deferred tax liabilities of Paya. Since the initial purchase price allocation was recognized, the portion of replacement share-based awards that was considered part of the consideration transferred has been increased by $2,781, current assets decreased by $1,284, current liabilities increased by $359 and deferred tax liabilities increased by $1,031 relating to new information obtained about facts and circumstances that existed at the time of acquisition. Those adjustments to the provisional amounts have been recorded with a corresponding impact on goodwill of $5,455. Other On March 1, 2023, the Company acquired certain assets of a service provider. The Company determined that the transaction met the definition of a business combination. The total cash consideration for this acquisition was $10,000. Acquisition costs of $129 have been expensed during the year ended December 31, 2023. For the period from the acquisition date to December 31, 2023, those assets contributed revenue of $1,874 and net loss of $3,237. The net loss includes the amortization of identifiable intangible assets acquired resulting from the transaction on March 1, 2023. Assuming this business combination would have been completed on January 1, 2023, the Company estimates that those assets would have contributed pro forma revenue of $2,146 and pro forma net loss of $3,973 for the year ended December 31, 2023. In determining these amounts, the Company has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on January 1, 2023. Purchase Price Allocation The following table summarizes the final amounts of assets acquired and liabilities assumed at the acquisition date for acquisitions in the year ended December 31, 2023: Paya Other Total Assets acquired Cash 21,657 — 21,657 Segregated funds 244,798 — 244,798 Trade and other receivables 23,263 — 23,263 Inventory 293 — 293 Prepaid expenses 2,816 — 2,816 Property and equipment 5,419 12 5,431 Processor deposits 385 — 385 Intangible assets Software 3,131 — 3,131 Trademarks 16,607 — 16,607 Technologies 178,173 6,908 185,081 Partner and merchant relationships 455,364 — 455,364 Goodwill 1 864,172 3,193 867,365 1,816,078 10,113 1,826,191 Liabilities assumed Trade and other payables (30,037) (113) (30,150) Current portion of loans and borrowings (1,142) — (1,142) Other current liabilities (3,142) — (3,142) Due to merchants (244,798) — (244,798) Income taxes payable (1,696) — (1,696) Loans and borrowings (2,492) — (2,492) Deferred tax liabilities (131,510) — (131,510) (414,817) (113) (414,930) Total consideration Cash paid 1,391,435 10,000 1,401,435 Share-based payments (note 16) 9,826 — 9,826 1,401,261 10,000 1,411,261 1 |
Trade and other receivables
Trade and other receivables | 12 Months Ended |
Dec. 31, 2023 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Trade and other receivables | 5. Trade and other receivables 2023 2022 $ $ Trade receivables 74,409 36,298 Due from processing banks 21,403 19,133 Other receivables 9,943 5,797 Total 105,755 61,228 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Inventory | 6. Inventory For the year ended December 31, 2023, the cost of revenue includes inventory costs of $2,574 (2022 – $2,041) and there was no write-down to net realizable value (nil in 2022). |
Other assets
Other assets | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets 1 [Abstract] | |
Other assets | 7. Other assets a) Other current assets Other current assets comprise the following: Note 2023 2022 $ $ Loan receivable 26 6,905 — Derivative financial asset 21 677 — 7,582 — b) Other non-current assets Other non-current assets comprise the following: Note 2023 2022 $ $ Investment measured at fair value through profit or loss 21 3,699 2,004 Investment measured at fair value through other comprehensive income 21 25,862 — Other 6,040 678 35,601 2,682 |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, plant and equipment [abstract] | |
Property and equipment | 8. Property and equipment Note Point-of-sale terminals Computer equipment Office equipment, furniture and fixtures Leasehold improvements Right-of-use Total $ $ $ $ $ Cost Balance as at December 31, 2021 3,632 9,764 1,742 3,901 13,806 32,845 Acquisitions 1,182 10,810 529 1,223 8,376 22,120 Disposal — (2,038) (24) (220) — (2,282) Fully depreciated assets — (945) — (196) (424) (1,565) Effect of movements in exchange rates (280) (228) (14) 7 (233) (748) Balance as at December 31, 2022 4,534 17,363 2,233 4,715 21,525 50,370 Acquisitions 1,078 8,683 89 350 1,194 11,394 Disposal — (1) (59) (398) (1,828) (2,286) Acquisition through business combinations 4 — 1,530 194 386 3,321 5,431 Fully depreciated assets — (1,625) — (702) — (2,327) Effect of movements in exchange rates 113 (102) 56 100 93 260 Balance as at December 31, 2023 5,725 25,848 2,513 4,451 24,305 62,842 Accumulated depreciation Balance as at December 31, 2021 2,220 3,725 568 1,253 6,223 13,989 Depreciation 597 3,815 280 451 3,340 8,483 Disposal — (2,036) (13) (87) — (2,136) Fully depreciated assets — (945) — (196) (424) (1,565) Effect of movement in exchange rates (163) (48) (8) (16) (47) (282) Balance as at December 31, 2022 2,654 4,511 827 1,405 9,092 18,489 Depreciation 703 7,794 397 694 4,860 14,448 Disposal — — (30) (1) (1,101) (1,132) Fully depreciated assets — (1,625) — (702) — (2,327) Effect of movement in exchange rates 110 47 — 71 42 270 Balance as at December 31, 2023 3,467 10,727 1,194 1,467 12,893 29,748 Carrying amounts At December 31, 2022 1,880 12,852 1,406 3,310 12,433 31,881 At December 31, 2023 2,258 15,121 1,319 2,984 11,412 33,094 |
Intangible assets and goodwill
Intangible assets and goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Intangible assets and goodwill | 9. Intangible assets and goodwill a) Intangible assets Note Technologies Partner and merchant relationships Development costs and software Distributor commission buyouts Trademarks Total intangible assets Goodwill $ $ $ $ $ $ $ Cost Balance as at December 31, 2021 402,332 495,110 73,154 — 11,935 982,531 1,126,768 Acquisitions 173 — 34,405 2,597 — 37,175 — Acquisition through business combinations — — — — — — (1,359) Settlement of advances to a third party — 12,967 — — — 12,967 — Transfer — 137 (137) — — — — Disposal — — (36) — — (36) — Fully amortized assets (3,344) (114,781) — — (7,109) (125,234) — Effect of movements in exchange rates (3,478) (6,504) (1,221) (59) — (11,262) (10,816) Balance as at December 31, 2022 395,683 386,929 106,165 2,538 4,826 896,141 1,114,593 Acquisitions 785 — 44,095 20,318 — 65,198 — Acquisition through business combinations 4 185,081 455,364 3,131 — 16,607 660,183 867,365 Settlement of advances to a third party — 2,047 — — — 2,047 — Disposal — — — — (4) (4) — Fully amortized assets — (18,943) (6,581) — — (25,524) — Effect of movements in exchange rates 1,621 3,886 737 (114) 2 6,132 5,779 Balance as at December 31, 2023 583,170 829,283 147,547 22,742 21,431 1,604,173 1,987,737 Accumulated amortization Balance as at December 31, 2021 44,762 148,056 33,310 — 8,803 234,931 — Amortization 29,118 47,214 15,584 — 1,093 93,009 — Disposal — — (7) — — (7) — Fully amortized assets (3,344) (114,781) — — (7,109) (125,234) — Effect of movements in exchange rates (266) (432) (855) — — (1,553) — Balance as at December 31, 2022 70,270 80,057 48,032 — 2,787 201,146 — Amortization 40,312 55,342 20,376 3,192 2,753 121,975 — Fully amortized assets — (18,943) (6,581) — — (25,524) — Effect of movements in exchange rates 341 745 378 64 — 1,528 — Balance as at December 31, 2023 110,923 117,201 62,205 3,256 5,540 299,125 — Carrying amounts At December 31, 2022 325,413 306,872 58,133 2,538 2,039 694,995 1,114,593 At December 31, 2023 472,247 712,082 85,342 19,486 15,891 1,305,048 1,987,737 Goodwill impairment test For the years ended December 31, 2023 and 2022, 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 LPP Total Notes $ $ $ $ Balance as at December 31, 2021 373,738 737,647 15,383 1,126,768 Acquisitions through business combinations (1,359) — — (1,359) Effect of movements in exchange rates — (10,816) — (10,816) Balance as at December 31, 2022 372,379 726,831 15,383 1,114,593 Acquisitions through business combinations 4 864,172 3,193 — 867,365 Effect of movements in exchange rates — 5,779 — 5,779 Balance as at December 31, 2023 1,236,551 735,803 15,383 1,987,737 1 Includes the acquisition of Paya (note 4) 2 Includes the acquisition of a service provider (note 4) The Company determined the recoverable amounts of the CGUs based on the fair value less costs to sell method, estimated using an income approach and further validated using a market approach, which is the adjusted EBITDA multiple. 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 2023 and 2022. The fair values were based on a discounted cash flows, which takes into account the most recent financial forecasts approved by management. The key assumptions for the fair value less costs to sell method include estimated revenue and EBITDA margin forecasts in determining future forecasted cash flows, as well as discount rates applied to forecasted cash flows. 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, 2023 | |
Trade and other payables [abstract] | |
Trade and other payables | 10. Trade and other payables Trade and other payables comprise the following: 2023 2022 $ $ Trade payables 70,125 43,813 Accrued bonuses and other compensation-related liabilities 52,155 36,379 Sales tax payable 7,295 8,007 Interest payable 3,982 458 Due to merchants not related to segregated funds 29,105 20,076 Other accrued liabilities 16,753 16,800 179,415 125,533 Information about the Company's exposure to currency and liquidity risk is included in note 20. |
Other liabilities
Other liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Other liabilities | 11. Other liabilities a) Other current liabilities Other current liabilities comprise the following: Note 2023 2022 $ $ Provision for losses on merchant accounts 5,280 2,693 Derivative financial liability 21 628 — Other 1,951 1,531 7,859 4,224 The movements in the provision for losses on merchant accounts are as follows: 2023 2022 $ $ Balance – Beginning of year 2,693 6,265 Provision made during the year 7,463 2,818 Provision used or reversed during the year (4,899) (6,390) Effect of movements in exchange rates 23 — Balance – End of year 5,280 2,693 b) Other non-current liabilities Other non-current liabilities comprise the following: Note 2023 2022 $ $ Derivative financial liability 21 7,152 — Other 3,222 2,434 10,374 2,434 |
Loans and borrowings
Loans and borrowings | 12 Months Ended |
Dec. 31, 2023 | |
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: 2023 2022 Notes Facility Carrying Facility Carrying $ $ $ $ Amended and restated credit facilities (a), (b) Term loan 1,275,000 1,248,270 504,292 498,199 Revolving credit facility 800,000 — 385,000 — Total 1,248,270 498,199 Lease liabilities (c) 12,274 12,555 1,260,544 510,754 Current portion of loans and borrowings (12,470) (8,652) Loans and borrowings 1,248,074 502,102 Facility amount represents the principal amount of each credit facility. The carrying amount of loans and borrowings is presented net of unamortized deferred financing fees. Financing fees relating to the issuance of loans and borrowings are amortized over the term of the debt using the effective interest rate method. On December 19, 2023 the Company amended and restated the terms of its credit facilities to increase the total financing capacity available under that facility from $500,452 as of September 30, 2023 to $1,275,000 in the form of term loans and from $385,000 to $800,000 in the form of a revolving credit facility. The outstanding principal of the term loan is payable quarterly at an annual rate of 1.00% and the remaining balance is payable at maturity, which was extended by five years to December 19, 2030. The maturity of the revolving credit facility was extended by four years to December 19, 2028. This amendment and restatement was treated as a debt extinguishment and resulted in an accelerated amortization of deferred financing fees of $15,094. Concurrently with the agreement, the Company borrowed $1,275,000 under the amended and restated term loan facility, which was recorded net of the associated financing fees of $26,539. a) Amended and restated credit facilities i) Loans drawn in US dollars under the term loan facilities bear interest at the Term SOFR plus 3.00% per annum or the ABR 1 rate plus 4.00% per annum. Loans drawn in US dollars under the revolving credit facility bear interest at the Term SOFR plus 2.50% per annum or the ABR 1 rate plus 1.50% per annum until March 31, 2024 and, thereafter, at the rate per annum established based on the total leverage ratio for the most recently completed fiscal quarter. As at December 31, 2023, interest rate on the outstanding Term loan facilities was 8.46% (December 31, 2022 – 6.89%). ii) Loans drawn in Canadian dollars under the credit facilities bear interest at the Canadian prime rate plus 1.50% per annum or Term Canadian Overnight Repo Rate Average ("CORRA") rate plus 2.50% per annum. As at December 31, 2023 and December 31, 2022 there was no loan denominated in Canadian dollars. iii) Loans drawn in Euros under the credit facilities bear interest at the EURO InterBank Offered Rate ("EURIBOR") rate plus 2.50% per annum. As at December 31, 2023 and December 31, 2022 there was no loan denominated in Euros. iv) Loans drawn in Sterling under the credit facilities bear interest at the Sterling OverNight Index Average ("SONIA") rate plus 2.50% per annum. As at December 31, 2023 and December 31, 2022 there was no loan denominated in Sterling. 1 The Alternate Base Rate is defined as a rate per annum equal to the higher of a) Federal funds effective rate + 0.50%; b) Adjusted Term SOFR for a one-month tenor plus 1%; c) Prime Rate; and d) 1.00%. Guarantees and covenants Borrowings under the facilities, subject to customary exceptions, are secured by all current and future assets of the Company and its existing and future subsidiaries. The continued availability of the credit facilities is subject to the Company’s ability to maintain a total leverage ratio of less than or equal to 5.00 : 1.00 prior to March 31, 2025 (7.00 : 1.00 as of December 31, 2022), and with the ratio decreasing by 0.25 year over year every March 31, until it reaches 4.00 : 1.00 for the period on or after March 31, 2028. The total leverage ratio considers the Company’s consolidated net debt, calculated as long-term debt less certain unrestricted cash, to consolidated adjusted EBITDA, calculated in accordance with the terms of the credit facility. The Company is in compliance with all applicable covenants as at December 31, 2023 and December 31, 2022. b) Reducing revolving credit facility On February 22, 2023, concurrent with the completion of the Paya acquisition (Note 4), the Company entered into a reducing revolving credit facility in an amount of $800,000. Commencing on June 30, 2023, the commitments in respect of this facility were automatically permanently reduced by $10 million on the last day of each fiscal quarter. The maturity date of this facility was September 28, 2025. Borrowings under the reducing revolving credit facility bore interest, at the Company's option, at either (a) Term SOFR (including a 0.10% credit spread adjustment) plus a margin ranging from 2.50% to 3.25% per annum or (b) the ABR 1 plus a margin ranging from 1.50% to 2.25% per annum, in each case, based on a first lien leverage ratio. The reducing revolving credit facility was paid in full and extinguished as part of the amended and restated credit facilities on December 19, 2023. The reducing revolving credit facility was secured by all current and future assets of the Company and its existing and future subsidiaries, subject to customary exceptions. The continued availability of the reducing revolving facility was subject to the Company's ability to maintain a total leverage ratio of less than or equal to 4.50 : 1.00 for the test period before September 30, 2023, and with the ratio decreasing by 0.25 on October 1, 2023 and every six months thereafter, until it reaches 3.50 : 1.00 on March 31, 2025. The total leverage ratio considered the Company's consolidated net debt, calculated as long-term debt less certain unrestricted cash, to consolidated adjusted EBITDA, calculated in accordance with the terms of the credit facility. The Company had to also maintain its interest coverage ratio above 2.50 : 1.00 for any test period. The interest coverage ratio considered the Company's consolidated adjusted EBITDA, calculated in accordance with the terms of the agreement, to consolidated cash interest expense. The Company was in compliance with all applicable covenants through the extinguishment of the facility. 1 The Alternate Base Rate is defined as a rate per annum equal to the higher of a) Federal funds effective rate + 0.50%; b) Adjusted Term SOFR for a one-month tenor plus 1.00%; c) Prime Rate; and d) 1.00%. As at December 31, 2023, the Company had letters of credit issued totaling $56,175 (2022 - $46,125). Letters of credit do not reduce the amount that can be drawn on the Company's revolving credit facility. The Company enters 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, 2023 was 4.30% (2022 – 4.37%). Amounts recognized in the consolidated statements of profit or loss and comprehensive income or loss relating to lease liabilities are as follow: 2023 2022 $ $ Interest expense on lease liabilities 659 573 Foreign exchange loss (gain) 151 (560) 810 13 |
Share capital
Share capital | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Share Capital, Reserves And Other Equity Interest [Abstract] | |
Share capital | 13. Share capital The Company has authorized the following classes of share capital: ▪ Multiple Voting shares – unlimited number without par value - 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 – unlimited number without par value - 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 – unlimited number without par value - 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 The Company had the following share capital transactions: 2023 On March 20, 2023, the Board approved a normal-course issuer bid ("NCIB") to purchase for cancellation a maximum of 5,556,604 Subordinate Voting Shares, representing approximately 10% of the Company’s "public float" (as defined in the TSX Manual) of Subordinate Voting Shares as at March 8, 2023. The Company is authorized to make purchases under the NCIB during the period from March 22, 2023 to March 21, 2024 in accordance with the requirements of the TSX and the Nasdaq and applicable securities laws. During the year ended December 31, 2023, the Company repurchased and cancelled 1,350,000 Subordinate Voting Shares for a total consideration, including transaction costs, of $56,042. The Company also issued 1,252,112 Subordinate Voting Shares for a cash consideration of $8,167 during the year ended December 31, 2023 following the exercise of stock options and the settlement of Restricted Share Units ("RSUs"). During the year ended December 31, 2023 the Board of Directors declared total cash dividends of $0.20 per subordinate voting share and multiple voting share. On March 5, 2024, the Board of Directors approved and declared a regular cash dividend of $0.10 per subordinate voting share and multiple voting share payable on April 4, 2024 to shareholders of record on March 19, 2024. 2022 On March 7, 2022, the Board approved a NCIB 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 Manual) of Subordinate Voting Shares as at February 28, 2022. The Company was 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. During the year ended December 31, 2022, the Company repurchased and cancelled 3,660,743 Subordinate Voting Shares for a total consideration, including transaction costs, of 166,609. 2023 2022 Quantity Value Quantity Value Shares $ Shares $ Company’s share capital Subordinate Voting Shares Balance – Beginning of year 63,461,608 1,571,801 66,929,432 1,656,314 Exercise of equity-settled share-based payments 1,252,112 30,520 192,919 6,061 Share repurchase under NCIB (1,350,000) (33,378) (3,660,743) (90,574) Balance – End of year 63,363,720 1,568,943 63,461,608 1,571,801 Multiple Voting Shares Balance – Beginning and end of year 76,064,619 400,791 76,064,619 400,791 Total 139,428,339 1,969,734 139,526,227 1,972,592 Share repurchase liability In March 2023 and March 2022, the Company entered into an automatic share purchase plan ("ASPP") with a third-party broker for the Company to allow for the purchase of Subordinate Voting Shares under the NCIB during the Company's blackout periods. Under this agreement, the broker was authorized to repurchase Subordinate Voting Shares, without consultation with the Company, subject to predefined share price and other limitations imposed by the Company and subject to rules and policies of the TSX and the Nasdaq and applicable securities laws, such as daily purchase restrictions. The Company recognized a share repurchase liability on those dates. The fair value of the share repurchase liability was determined using the Company's quoted share price. 2023 2022 $ $ Balance - Beginning of year — — Initial fair value of share repurchase liability 55,471 43,923 Shares repurchased under the ASPP (56,042) (36,774) Change in fair value of share repurchase liability 571 (5,710) Other — (1,439) Balance - end of year — — |
Revenue and expenses by nature
Revenue and expenses by nature | 12 Months Ended |
Dec. 31, 2023 | |
Analysis of income and expense [abstract] | |
Revenue and expenses by nature | 14. Revenue and expenses by nature 2023 2022 $ $ Revenue Merchant transaction and processing services revenue 1,177,881 835,093 Other revenue 8,892 8,230 Interest revenue 3,120 — 1,189,893 843,323 Cost of revenue Processing cost 218,063 166,995 Cost of goods sold 4,843 4,430 222,906 171,425 Selling, general and administrative expenses Commissions 221,720 113,287 Employee compensation 204,479 155,359 Share-based payments 134,609 139,103 Depreciation and amortization 136,423 101,492 Professional fees 56,079 32,387 Transaction losses (recovery) 7,928 (143) Contingent consideration adjustment — (992) Other 88,852 50,473 850,090 590,966 |
Net finance costs
Net finance costs | 12 Months Ended |
Dec. 31, 2023 | |
Borrowing costs [abstract] | |
Net finance costs | 15. Net finance cost 2023 2022 $ $ Finance income Interest on advances to third parties and interest income (9,283) (13,694) Finance cost Interest on loans and borrowings (excluding lease liabilities) 103,278 26,186 Change in fair value of share repurchase liability 571 (5,710) Interest expense on lease liabilities 659 573 Other interest expense 1,732 1,792 Accelerated amortization of deferred financing fees 15,094 — 121,334 22,841 Net finance cost 112,051 9,147 |
Share-based payment arrangement
Share-based payment arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangements [Abstract] | |
Share-based payment arrangements | 16. Share-based payment arrangements In connection with the TSX listing, on September 22, 2020, the Company closed new participation in its long-term incentive stock plan (the “Legacy Option Plan”) to directors, officers, employees and consultants. In its place, a new long-term incentive plan (the “Omnibus Incentive Plan”) was authorized. Omnibus Incentive Plan The Omnibus Incentive Plan permits the Company 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. Stock options vest over a period of up to five years after being granted. DSUs vest immediately as they are granted for past services and settle on a deferred basis. RSUs and PSUs vest over a period of up to three years. Paya Equity Plan In connection with the Paya acquisition, the Company assumed the Paya Holdings Inc. Omnibus Incentive Plan, as amended (the "Paya Equity Plan"), and RSUs and stock options outstanding immediately prior to the Paya acquisition. Those outstanding RSUs and stock options were converted and replaced by 909,735 RSUs and 414,606 stock to be settled with Subordinate Voting Shares. Under the Paya equity plan, 1,324,341 Subordinate Voting Shares of the Company are reserved for issuance and issuable upon the exercise or settlement of such awards. RSU holders are eligible to receive dividends in cash, payable upon settlement if all vesting conditions are met. The Company cannot grant further awards under the Paya Equity Plan. The portion of the replacement awards at the acquisition date relating to services rendered up to the acquisition date, representing an amount of $9,826 was included as part of the consideration transferred (note 4). At the acquisition date, the portion of the replacement awards' fair value relating to services to be rendered in the future was $11,937 and will be recognized as compensation expense over the remaining vesting period. Legacy Option Plan In 2017, the Company authorized the Legacy Option Plan which provided for the grant of stock options to directors, officers, employees and consultants. All stock options are to be settled by the delivery of shares. The shares subject to the Legacy Option Plan are exercisable for Subordinate Voting Shares. Under the Legacy Option Plan, the Company authorized for issuance the maximum of 11,704,100 stock options. The stock 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 Company, stock 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. Dividend RSU, PSU and DSU holders are eligible to receive dividend equivalents in the form of additional RSUs, PSUs or DSUs with the same vesting conditions as the underlying awards. The table below summarizes the changes in the outstanding RSUs, PSUs, DSUs, and stock options for the years ended December 31, 2023 and 2022: Stock options Restricted share units Performance share units Deferred share units Quantity Weighted $ Outstanding, beginning of year 2022 972,097 1,395,169 10,371 8,847,218 55.87 Forfeited (53,947) — — (194,517) 53.96 Granted 3,067,155 383,262 38,225 41,845 37.97 Exercised (92,662) — — (100,257) 20.69 Outstanding, end of year 2022 3,892,643 1,778,431 48,596 8,594,289 56.24 Forfeited (375,233) (454,132) — (190,687) 70.28 Replacement awards in a business combination 909,735 — — 414,606 19.71 Granted 3,410,312 — 64,425 49,068 28.75 Dividend equivalents 52,081 8,604 814 — — Exercised (532,259) — — (719,853) 11.28 Outstanding, end of year 2023 7,357,279 1,332,903 113,835 8,147,423 57.86 Exercisable, end of year 2022 241,732 141,122 48,596 3,762,900 22.30 Exercisable, end of year 2023 1,289,637 142,565 113,835 4,180,568 28.51 Granted - Weighted average grant date fair value 1 2022 $38.45 $49.76 $30.79 $7.01 — Granted - weighted average grant date fair value 1 2023 $22.15 $19.62 $24.41 $18.15 — 1 Granted - weighted average grant date fair value includes units granted and replacement awards in a business combination. The fair value of stock options granted was estimated on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions: 2023 2022 Share price $31.49 $37.97 Exercise price $19.71 $37.97 Risk-free interest rate 4.00% 2.98% Expected volatility 35.5% 41.3% Dividend yield — — Expected term 6.0 years 1.1 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. Expected volatility is determined using the limited historical volatility of the Company's stock since its TSX and Nasdaq listing as well as the volatility of peer companies in the same industry over the expected term of the options granted. For the year ended December 31, 2023, the Company used an expected dividend yield of zero in the option-pricing model. In the third quarter of 2023, the Company started paying quarterly dividends. Since then, no stock options have been granted. The PSUs, RSUs and DSUs grant date fair value was determined by using the quoted share price on the date of issuance. During the year ended December 31, 2022, 383,262 PSUs awarded included performance conditions and the right to these units will vest upon meeting the related performance criteria. These units had a maximum payout of 200% and could result in an additional 383,262 shares being issued. The performance conditions were not met and the units were forfeited in the year ended December 31, 2023. Stock options outstanding by exercise price The following table summarizes information about stock options outstanding and exercisable as at December 31, 2023: Options outstanding Options exercisable Exercise price Number Weighted Number Weighted 2.80 836,314 4.2 836,314 4.2 3.42 – 4.00 720,597 4.7 720,597 4.7 4.70 – 6.30 43,699 5.1 43,699 5.1 11.51 – 17.22 552,026 6.1 376,529 6.1 17.99 – 37.51 2,350,983 6.9 1,230,029 6.8 47.21 – 78.58 711,251 5.6 610,181 5.3 104.53 – 127.33 2,932,553 7.8 363,219 7.7 8,147,423 6.6 4,180,568 5.7 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Income taxes | 17. Income taxes Variations of income tax expense (recovery) from the basic Canadian federal and provincial combined income tax rates applicable to income before income taxes are as follows: 2023 2022 $ % $ % Income before income taxes 14,947 87,537 Statutory income tax rate 26.5 26.5 Income tax expense at statutory income tax rate 3,961 23,197 Changes resulting from: Permanent difference items (3,974) 2,564 Foreign income tax rate differences (23,692) (22,071) Adjustments in respect of prior year 426 (2,385) Change in unrecognized deductible (taxable) temporary differences 14,675 (2,600) Share-based payments 23,259 26,984 Other 988 (107) Total income tax expense 15,643 25,582 The details of income tax expense (recovery) are as follows: 2023 2022 $ $ Income tax expense (recovery) Current 43,591 38,527 Deferred (27,948) (12,945) 15,643 25,582 The components of current income tax expense are as follows: 2023 2022 $ $ Current income tax expense Current 43,391 38,139 Adjustment of prior year income tax expense 200 388 43,591 38,527 The components of deferred income tax recovery are as follows: 2023 2022 $ $ Deferred income tax recovery Origination and reversal of temporary differences (42,849) (7,571) Change in unrecognized deductible (taxable) temporary differences 14,675 (2,600) Adjustment of prior year income tax expense (recovery) 226 (2,774) (27,948) (12,945) The details of changes of deferred income taxes are as follows for the year ended December 31, 2023: Deferred tax assets (liabilities) as at December 31, 2022 Recognized in net loss Business combinations Equity Foreign currency exchange differences Deferred tax assets (liabilities) as at December 31, 2023 $ $ $ $ $ $ Deferred tax assets Share-based payments 3,128 5,551 1,027 (748) 55 9,013 Net operating tax losses carried forward 6,432 (4,996) 6,863 — (2,468) 5,831 Intangible assets 6,460 (6,460) — — — — Accrued liabilities 3,830 3,358 1,399 — (1,519) 7,068 Other — 17,079 2,955 — 3,610 23,644 Total deferred tax assets 19,850 14,532 12,244 (748) (322) 45,556 Deferred tax liabilities Intangible assets (62,535) 12,758 (142,620) — 827 (191,570) Other (661) 661 — — — — Property and equipment (413) (21) (1,134) — (1) (1,569) Deferred costs (773) 18 — — 753 (2) Total deferred tax liabilities (64,382) 13,416 (143,754) — 1,579 (193,141) Total net deferred tax assets (liabilities) (44,532) 27,948 (131,510) (748) 1,257 (147,585) The details of changes of deferred income taxes are as follows for the year ended December 31, 2022: Deferred tax assets (liabilities) as at December 31, 2021 Recognized in net income Business combination Equity Foreign currency exchange differences Deferred tax assets (liabilities) as at December 31, 2022 $ $ $ $ $ $ Deferred tax assets Share-based payments 4,314 1,798 — (2,887) (97) 3,128 Net operating tax losses carried forward 4,018 468 1,272 594 80 6,432 Intangible assets 3,925 2,526 — — 9 6,460 Accrued liabilities 2,924 883 27 — (4) 3,830 Total deferred tax assets 15,181 5,675 1,299 (2,293) (12) 19,850 Deferred tax liabilities Intangible assets (70,043) 5,728 — — 1,780 (62,535) Other (1,800) 1,134 — — 5 (661) Property and equipment (905) 684 — — (192) (413) Deferred costs (497) (276) — — — (773) Total deferred tax liabilities (73,245) 7,270 — — 1,593 (64,382) Total net deferred tax assets (liabilities) (58,064) 12,945 1,299 (2,293) 1,581 (44,532) The deferred income taxes are presented on the consolidated statements of financial position as follows: 2023 2022 $ $ Deferred tax assets 4,336 17,172 Deferred tax liabilities (151,921) (61,704) (147,585) (44,532) Unrecognized deferred income tax assets balances are as follows: 2023 2022 $ $ Net operating tax losses carried forward 41,838 24,973 Unused tax credits 2,356 515 Deductible temporary differences, including capital losses 22,715 26,312 The net operating tax losses carried forward for which no deferred income tax asset was recognized expire as follows: As at December 31, 2023 Gross amount of net operating tax losses carried forward Tax-effected Expiry Period $ $ Expire 148,354 39,314 2031 to 2043 Never expire 14,685 2,524 N/A 163,039 41,838 As at December 31, 2022 Gross amount of net operating tax losses carried forward Tax-effected Expiry Period $ $ Expire 91,163 24,165 2031 to 2042 Never expire 4,586 808 N/A 95,749 24,973 The unused tax credits for which no deferred income tax asset was recognized expire as follows: As at December 31, 2023 Unused tax credits Expiry period $ $ Expire 2,356 2031 to 2033 Never expire 0 N/A 2,356 As at December 31, 2022 Unused tax credits Expiry period $ $ Expire 515 2031 to 2032 Never expire 0 N/A 515 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 income and/or withholding taxes. International Tax Reform — “Pillar Two” Model Rules (Amendments to IAS 12 Income Taxes) The Company falls within the scope of the OECD’s Pillar Two model rules. As various jurisdictions enact domestic legislation that is generally equivalent to the Pillar Two model rules, the Company, as from January 1, 2024, may be liable to pay a top-up tax on its net income before income taxes for the difference between its effective income tax rate in a particular jurisdiction for Pillar Two purposes and a 15% minimum income tax rate. Since domestic Pillar Two legislation is not yet effective in any jurisdiction that the Company operates in as at December 31, 2023, neither the Company nor any of its subsidiaries have a current income tax exposure that is related to the Pillar Two model rules as at that date. On December 12, 2023, domestic Pillar Two legislation was enacted in Bulgaria, which is a main jurisdiction that Pillar Two income tax exposures may arise for the Company. The Company has subsidiaries in Bulgaria (a jurisdiction with a 10% statutory income tax rate) that have a combined effective income tax rate that is less than 15%. In addition, the Company has subsidiaries in Cyprus (a jurisdiction with a 12.5% statutory income tax rate) that also have a combined effective income tax rate that is less than 15%. Had the substantively enacted and enacted domestic Pillar Two legislation, as at December 31, 2023, were effective for the full 2023 year, the Company estimates that the incremental top-up income tax expense could have been in the range of approximately $7 to 10 million. This information does not reflect all the specific requirements of domestic Pillar Two legislation. Some information is not yet known, or reasonably estimable, as at the end of the year since the Company is still in the process of assessing its exposure. The Company is closely monitoring developments in the various jurisdictions in which it operates, including specific implementation details related to domestic Pillar Two legislation, in order to continue assessing the overall impact on the Company’s effective income tax rate and results. |
Net income (loss) per share
Net income (loss) per share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings per share [abstract] | |
Net income (loss) per share | 18. Net income (loss) per share Diluted net income (loss) per share excludes all dilutive potential shares if their effect is anti-dilutive as well as all potential shares for which performance conditions have not yet been met as of the reporting date. For the year ended December 31, 2023 and 2022, anti-dilutive stock options, RSUs and PSUs were excluded from the calculation of diluted net income (loss) per share when their effect was anti-dilutive. 2023 2022 $ $ Net income (loss) attributable to common shareholders of the Company (basic and diluted) (7,835) 56,732 Weighted average number of common shares outstanding – basic 139,248,530 141,555,788 Effect of dilutive securities — 3,047,697 Weighted average number of common shares outstanding – diluted 139,248,530 144,603,485 Net income (loss) per share attributable to common shareholders of the Company: Basic (0.06) 0.40 Diluted (0.06) 0.39 |
Operating segments
Operating segments | 12 Months Ended |
Dec. 31, 2023 | |
Operating Segments [Abstract] | |
Operating segments | 19. Operating segments The Company has one reportable segment, the provision of payment technology solutions to merchants and partners. 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. 2023 2022 $ $ Revenue North America 642,601 336,563 Europe, Middle East and Africa 487,802 465,935 Latin America 51,365 33,105 Asia Pacific 8,125 7,720 1,189,893 843,323 Non-current assets exclude financial assets and deferred tax assets, when applicable. 2023 2022 $ $ Non-current assets Canada 1,015,658 1,005,845 United States 1,672,611 207,948 European Union 635,885 625,411 Rest of the world 2,560 3,262 3,326,714 1,842,466 |
Financial instruments and commi
Financial instruments and commitments | 12 Months Ended |
Dec. 31, 2023 | |
Financial Instruments [Abstract] | |
Financial instruments and commitments | 20. 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 come 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 and financing 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, 2023: 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) 172,120 172,120 172,120 — — Due to merchants 1,455,376 1,455,376 1,455,376 — — Credit facility 1,248,270 2,029,633 128,042 604,105 1,297,486 Lease liabilities 12,274 13,032 4,859 6,897 1,276 Other liabilities (a) 18,233 17,750 7,586 10,164 — Contractual commitments N/A 75,000 6,833 48,730 19,437 2,906,273 3,762,911 1,774,816 669,896 1,318,199 Segregated funds (1,455,376) (1,455,376) (1,455,376) — — 1,450,897 2,307,535 319,440 669,896 1,318,199 (a) Other liabilities includes deferred revenue which will not require contractual cash flows. As at December 31, 2023, the Company had $170,435 of cash and an unused revolving credit facility of $800,000. 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, segregated funds, trade and other receivables, other current assets and processor deposits. The carrying amounts of these financial assets represent the maximum credit exposure. 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 Company does not have material provisions on trade receivables recognized on the consolidated statements of financial position as at December 31, 2023 and 2022. 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 46% of the Company’s revenues and 36% of its expenses are in currencies other than the US dollar. The Company has not entered into arrangements to hedge its foreign currency risk. There is no other currency other than the US dollar that represents more than 10% 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 MXN ILS Other Total $ $ $ $ $ $ December 31, 2023 Cash 2,106 19,525 15,532 3,311 17,512 57,986 Trade and other receivables 19,819 3,954 1,618 425 5,837 31,653 Trade and other payables (20,958) (24,435) (26,487) (12,548) (9,802) (94,230) Lease liabilities — (1,511) — (918) (1,234) (3,663) Net financial position exposure 967 (2,467) (9,337) (9,730) 12,313 (8,254) December 31, 2022 Net financial position exposure (790) 18,720 — (12,632) 12,469 17,767 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 MXN ILS Other Total $ $ $ $ $ $ 2023 Increase (decrease) on equity and net loss 97 (247) (934) (973) 1,231 (826) 2022 Increase (decrease) on equity and net income (79) 1,872 — (1,263) 1,247 1,777 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, 2023 and 2022 is as follows: Cash and cash equivalents Variable interest rate Segregated funds Variable interest rate Loan receivable Fixed interest rate Derivative financial asset and financial liability - Interest rate swap Note 21 Loans and borrowings Note 12 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. This risk is partially offset by the Company's cash balance which also bears interest at floating rates. In September 2023, the Company also entered into an interest rate swap agreement to hedge a portion of its future variable interest payments. Based on currently outstanding loans and borrowings at floating rates, cash equivalents and interest rate swap, an increase of 100 basis points in interest rates at the reporting date would have resulted in an increase of $9,750 in net loss in 2023 (2022 – increase in net income of $1,073). A decrease of 100 basis points in 2023 would have resulted in an increase of $9,750 in net income in 2023 (2022 – decrease in net income of $1,073). 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, 2023 | |
Fair Value Measurement [Abstract] | |
Determination of fair values | 21. 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, excluding the derivative financial instrument, 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, 2023 and December 31, 2022, financial instruments measured at fair value in the Consolidated Financial Statements of financial position were as follows: Notes Fair value hierarchy 2023 2022 $ $ Assets Investments measured at fair value through profit or loss Level 1 1,255 1,002 Derivative financial asset - Interest rate swap Level 2 677 — Investments measured at fair value through profit or loss Level 3 2,444 2,148 Investment in equity instrument designated at fair value through other comprehensive income Level 3 25,862 — Advances to a third party independent sales organization Level 3 — 2,154 Liabilities Derivative financial liability - Interest rate swap Level 2 7,780 — Interest rate swap In September 2023, the Company entered into an interest rate swap agreement with a notional amount of $300,000 and a fixed interest rate of 4.67% maturing September 30, 2026 to hedge a portion of its future variable interest payments. This derivative is carried at fair value and is presented in other current assets and liabilities and other non-current liabilities in the consolidated statements of financial position. Fair value of the interest rate swap is calculated as the present value of the estimated future cash flows. Estimated future cash flows are discounted using a yield curve which reflects the relevant benchmark interbank rate used by market participants for this purpose when pricing interest rate swaps. Level 3 fair value measurement items The following table presents the changes in level 3 items for the years ended December 31, 2023 and 2022: Advances to a Investments measured at fair value through profit or loss LPP put Contingent Investment measured at fair value through other comprehensive income $ $ $ $ $ Balance as at December 31, 2021 16,616 1,148 531 3,004 — Settlement — — — (2,012) — Acquisition — 1,000 — — Merchant residuals received, net of interest on advances to a third parties (1,495) — — — — Settlement of advances to a third party (12,967) — — — — Fair value remeasurement — — (531) (992) — Balance as at December 31, 2022 2,154 2,148 — — — Acquisition — 1,270 — — 25,000 Merchant residuals received, net of interest on advances to a third parties (108) — — — — Settlement of advances to a third party (2,046) — — — — Effect of movements in exchange rates — — — — 862 Fair value remeasurement — (974) — — — Balance as at December 31, 2023 — 2,444 — — 25,862 Fair value remeasurement of level 3 instruments is recognized in selling, general and administrative expenses. Investments measured at fair value through profit and loss and through other comprehensive income are recognized on the statement of financial position in other non-current assets. Below are the assumptions and valuation methods used in the level 3 fair value measurements: • On March 15, 2023, the Company acquired an equity interest in a private company for a total cash consideration of $25,000. The company designated this equity investment at fair value through other comprehensive income. The fair value is estimated using a market approach, which is the revenue multiple. • As at December 31, 2023, the fair value of the contingent consideration for the Mazooma acquisition is nil (nil for December 2022). The fair value of the contingent consideration is determined using a formula specified in the purchase agreement. The main assumption is the forecast of financial performance. The maximum contingent consideration that could be paid if the future financial targets are met is $331,658 thousands Canadian dollars ($250,365). LPP put option liability On February 4, 2022, the Company received a put option exercise notice from the LPP NCI unit holders which obligated the Company to purchase the remaining 40% interest in LPP at fair market value. On April 7, 2022, the Company completed the purchase of the remaining 40% interest in LPP for a cash consideration of $39,751. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party [Abstract] | |
Related party transactions | 22. Related party transactions Transactions with key management personnel Key management personnel compensation comprises the following: 2023 2022 $ $ Salaries and short-term employee benefits 8,733 6,007 Share-based payments 71,730 71,286 80,463 77,293 Other related party transactions Transaction value Balance outstanding December 31, 2023 2022 2023 2022 $ $ $ $ Expenses – Travel (i) 1,976 1,139 745 137 (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. |
Supplementary cash flow disclos
Supplementary cash flow disclosure | 12 Months Ended |
Dec. 31, 2023 | |
Cash Flow Statement [Abstract] | |
Supplementary cash flow disclosure | 23. Supplementary cash flow disclosure 2023 2022 $ $ Changes in non-cash working capital items: Trade and other receivables (25,085) (19,714) Inventory (746) (840) Prepaid expenses (1,180) (3,771) Contract assets (1,263) (1,769) Trade and other payables 15,432 24,266 Other current and non-current liabilities 428 (9,053) (12,414) (10,881) |
Capital disclosures
Capital disclosures | 12 Months Ended |
Dec. 31, 2023 | |
Capital Disclosures [Abstract] | |
Capital disclosures | 24. 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 Company’s capital is composed of net debt and shareholders’ equity. Net debt consists of interest-bearing debt less cash and cash equivalents. 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 credit agreement. Under its Amended and restated credit facilities (note 12), the Company must maintain a total leverage ratio of less than or equal to 5.00 : 1.00 on December 31, 2023 and until March 31, 2025. As at December 31, 2023, the Company was in compliance with this requirement. In order to maintain or adjust its capital structure, the Company may enter into or repay loans and borrowings, issue or repurchase shares, adjust dividends paid to shareholders or undertake other activities as deemed appropriate in specific circumstances. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Contingencies [Abstract] | |
Contingencies | 25. 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, 2023 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
Subsequent events | 26. Subsequent event On January 5, 2024, the Company acquired 100% of the shares of Till Payments, an independent software vendors ("ISV") focused payment technology company headquartered in Sydney, Australia, for a total consideration of $36,905, comprised of $30,000 in cash and $6,905 of a loan receivable that was considered part of the consideration transferred. Due to the limited period of time between the closing date of the acquisition of Till Payments and the filing of the Company's consolidated financial statements for the year ended December 31, 2023, it was impracticable to provide certain required disclosures for business acquisitions, including the preliminary purchase price allocation. |
Material accounting policies _2
Material accounting policies and new accounting standards (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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”). Basis of measurement The Consolidated Financial Statements have been prepared on the historical cost basis except for: • Contingent consideration, investments and derivative financial instruments, which are measured at fair value; and • Share-based compensation transactions, which are measured pursuant to IFRS 2, Share-based Payment (note 16). |
Operating segment | Operating segment |
Estimates, judgments and assumptions | 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, judgements 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. Recognizing expense of share-based payments with performance conditions (note 16) 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. Determining the fair value of services rendered by an external party (note 16) When issuing share-based payments in exchange for services rendered under a contract with a third party, the Company records the fair value of the services provided by the third party by estimating the fair value of the services received under the contract, rather than using the fair value of the shares issued in exchange for the services. Management applied significant judgment in determining that the fair value of the services were more reliably measurable in the exchange. 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 16); • Estimating the recoverable amount of tax balances for recognition of tax assets (note 17); and • Estimating the fair value measurement of level 3 financial instruments (note 21). |
Hedging and derivative financial instruments | Hedging and derivative financial instruments Hedging relationships The Company may enter into derivative financial instruments to hedge its market risk exposures. On initial designation of new hedges, the Company formally documents the relationship between the hedging instruments and hedged items, including the risk management objective and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Company makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be effective in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated. For a cash flow hedge of a forecasted transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income (loss). Derivative financial instruments are recognized initially at fair value, and attributable transaction costs are recognized in net income as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below. Cash flow hedges When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecasted transaction that could affect net income (loss), the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income (loss) and presented in accumulated other comprehensive income (loss) as part of equity. The amount recognized in other comprehensive income (loss) is removed and included in net income (loss) under the same line item in the consolidated statements profit or loss as the hedged item, in the same period that the hedged cash flows affect net income (loss). Any ineffective portion of changes in the fair value of the derivative is recognized immediately in net income (loss). If the hedging instrument no longer meets the criteria for hedge accounting, then hedge accounting is discontinued prospectively. If the forecasted transaction is no longer expected to occur, then the balance in accumulated other comprehensive income (loss) is recognized immediately in net income (loss). |
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 EBITDA 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 statements 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. 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 100% Nuvei Commerce LLC United States 100% Nuvei Consulting Services Ltd. Israel 100% Nuvei International Group Limited Guernsey 100% Nuvei Ltd. Cyprus 100% Nuvei Technologies Corp. Canada 100% Nuvei Technologies Inc. United States 100% Nuvei Technology & Services B.V. Netherlands 100% Nuvei US LLC United States 100% Paya Holdings Inc. United States 100% Paya 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 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 and partners. Additionally, transaction and processing services revenues are governed by contracts with financial services 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 and subscription 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 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 applicable 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 revenue 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. Interest revenue Interest revenue may be earned on funds held on behalf of customers. While this is not revenue earned from contracts with customers, the Company presents interest revenue on customer funds in revenue since it is earned on funds that are held as part of the Company’s revenue generating activities. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents comprise deposits in banks and highly liquid investments having an original maturity of three months or less. |
Segregated funds and due to merchants | Segregated funds and due to merchants Segregated funds are comprised of both settlements' receivable and 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 with the merchant. |
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 expense 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 the consolidated statements of profit or loss as follows: Assets Period Point-of-sale terminals 3 to 5 years Computer equipment 3 years Office equipment, furniture and fixtures 5 years Leasehold improvements Lease term Right-of-use assets – office leases 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 the consolidated statements of 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 the consolidated statements of 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, distributor commission buyouts 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. Distributor commission buyouts represent amounts paid to an independent sales organization to buy out their rights to future residual commission payments. When a portion of the consideration paid is variable, it is carried at fair value with changes in value recognized as an adjustment to the cost of the intangible assets. 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 the consolidated statements of profit or loss as incurred. Amortization Amortization is calculated to expense the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is recognized in the consolidated statements of profit or loss. Goodwill is not amortized. The estimated useful lives for current and comparative years are as follows: Assets Period Technologies 3 - 15 years Partner and merchant relationships 5 - 15 years Development costs and software 3 - 5 years Distributor commission buyouts 7 years Trademarks 3 - 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 or a CGU'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. The discounted cash flow models take into consideration management's estimates of future cash flows for each asset or CGU, which are then discounted using a 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 management and are adjusted as needed to exclude the impact of future restructuring and improvements to assets. Impairment losses are recognized in the consolidated statements of 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 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 statements 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. In addition, the right-of-use asset is periodically assessed for impairment losses, 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 the consolidated statements of profit or loss if the carrying amount of the right-of-use asset has been reduced to nil. 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 and cash equivalents Amortized cost Trade and other receivables Amortized cost Segregated funds Amortized cost Advances to third parties FVTPL Processor and other deposits Amortized cost Loan receivable 1 Amortized cost Derivative financial asset 1 FVOCI Investments 2 FVTPL Investments 2 FVOCI Financial liabilities Trade and other payables Amortized cost Derivative financial liability 3 FVOCI Due to merchants Amortized cost Loans and borrowings Amortized cost 1 Loan receivable and derivative financial asset are presented as Other current assets in the consolidated statements of financial position 2 Investments are presented as Other non-current assets in the consolidated statements of financial position 3 Derivative financial liability is presented as Other current liabilities and Other non-current 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 the consolidated statements of 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. The Company reviews quantitative and qualitative factors in determining if the terms of the modified liability are substantially different. 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 the consolidated statements of 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. Share capital repurchase When the Company implements a normal course issuer bid ("NCIB") and it controls the amount and timing of the repurchase being made, the Company recognizes the share capital repurchase on the trade date. For each share repurchased and cancelled, the Company reduces share capital by the weighted average cost of the related category of shares and any difference between the amount paid, including transaction costs, and the weighted average cost of the related category of shares is recorded directly in retained earnings or deficit. When the Company enters into an agreement, such as an automatic share purchase plan ("ASPP"), under which it has a contractual obligation to purchase its own shares, subject to certain pre-determined limitations, the Company initially records this obligation as a financial liability at fair value with a corresponding reduction of equity. The share repurchase liability is carried at fair value until it is settled or upon termination of the agreement, with any change in fair value being recorded in the finance costs line item in the consolidated statements of profit or loss. |
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 outcome is known. |
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 period 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 the consolidated statements of 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 is probable 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 with respect to 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. |
New accounting standards and interpretations adopted and issued but not yet adopted | New accounting standards and interpretations adopted The following amendments were adopted on January 1, 2023: Amendments to IAS 12 Income taxes The amendments provide a temporary exception from the requirement to recognise and disclose deferred income taxes arising from substantively enacted or enacted tax legislation that implements the Pillar Two model rules, as published by the Organization for Economic Development and Co-operation (“OECD”). The amendments also introduce targeted disclosure requirements in the notes for affected entities to enable users of financial statements to understand the extent to which an entity will be affected by the minimum tax, particularly before these rules are applicable. The Company has applied these amendments and updated its disclosures in the Consolidated Financial Statements (Note 17). Amendments to IAS 1 and IFRS Practice Statement 2, Disclosure of Accounting Policy Information The amendments to IAS 1 require companies to disclose their material accounting policy information rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures. The Company has applied these amendments. New accounting standards and interpretations issued but not yet adopted The IASB has issued new standards and amendments to existing standards which are applicable to the Company in future periods. Management does not expect that these amendments will have a material impact on the consolidated financial statements. Amendments to liability classification On October 31, 2022, the IASB issued new amendments to IAS 1 in addition to the previous amendment issued in 2020 that clarify requirements when classifying liabilities as non-current and extend the application period to January 1, 2024. When an entity classifies a liability arising from a loan arrangement as non-current and that liability is subject to the covenants which an entity is required to comply with within twelve months of the reporting date, this amendment requires the entity to disclose information in the notes that enables users of financial statements to understand the risk that the liability could become repayable within twelve months of the reporting period, including: (a) the carrying amount of the liability; (b) information about the covenants; (c) facts and circumstances, if any, that indicate the entity may have difficulty complying with the covenants. Such facts and circumstances could also include the fact that the entity would not have complied with the covenants based on its circumstances at the end of the reporting period. |
Material accounting policies _3
Material accounting policies and new accounting standards (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 100% Nuvei Commerce LLC United States 100% Nuvei Consulting Services Ltd. Israel 100% Nuvei International Group Limited Guernsey 100% Nuvei Ltd. Cyprus 100% Nuvei Technologies Corp. Canada 100% Nuvei Technologies Inc. United States 100% Nuvei Technology & Services B.V. Netherlands 100% Nuvei US LLC United States 100% Paya Holdings Inc. United States 100% Paya Inc. United States 100% SimplexCC Ltd. Israel 100% |
Schedule of estimated useful lives of property and equipment | Depreciation is calculated to expense 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 the consolidated statements of profit or loss as follows: Assets Period Point-of-sale terminals 3 to 5 years Computer equipment 3 years Office equipment, furniture and fixtures 5 years Leasehold improvements Lease term Right-of-use assets – office leases Lease term |
Schedule of estimated useful lives of intangible assets | The estimated useful lives for current and comparative years are as follows: Assets Period Technologies 3 - 15 years Partner and merchant relationships 5 - 15 years Development costs and software 3 - 5 years Distributor commission buyouts 7 years Trademarks 3 - 15 years |
Schedule of financial instruments classification | The Company’s financial instruments have been classified as follows: Financial instruments Classification Financial assets Cash and cash equivalents Amortized cost Trade and other receivables Amortized cost Segregated funds Amortized cost Advances to third parties FVTPL Processor and other deposits Amortized cost Loan receivable 1 Amortized cost Derivative financial asset 1 FVOCI Investments 2 FVTPL Investments 2 FVOCI Financial liabilities Trade and other payables Amortized cost Derivative financial liability 3 FVOCI Due to merchants Amortized cost Loans and borrowings Amortized cost 1 Loan receivable and derivative financial asset are presented as Other current assets in the consolidated statements of financial position 2 Investments are presented as Other non-current assets in the consolidated statements of financial position 3 Derivative financial liability is presented as Other current liabilities and Other non-current liabilities in the consolidated statements of financial position |
Business combinations (Tables)
Business combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of detailed information about business combination [abstract] | |
Schedule of purchase price allocation | The following table summarizes the final amounts of assets acquired and liabilities assumed at the acquisition date for acquisitions in the year ended December 31, 2023: Paya Other Total Assets acquired Cash 21,657 — 21,657 Segregated funds 244,798 — 244,798 Trade and other receivables 23,263 — 23,263 Inventory 293 — 293 Prepaid expenses 2,816 — 2,816 Property and equipment 5,419 12 5,431 Processor deposits 385 — 385 Intangible assets Software 3,131 — 3,131 Trademarks 16,607 — 16,607 Technologies 178,173 6,908 185,081 Partner and merchant relationships 455,364 — 455,364 Goodwill 1 864,172 3,193 867,365 1,816,078 10,113 1,826,191 Liabilities assumed Trade and other payables (30,037) (113) (30,150) Current portion of loans and borrowings (1,142) — (1,142) Other current liabilities (3,142) — (3,142) Due to merchants (244,798) — (244,798) Income taxes payable (1,696) — (1,696) Loans and borrowings (2,492) — (2,492) Deferred tax liabilities (131,510) — (131,510) (414,817) (113) (414,930) Total consideration Cash paid 1,391,435 10,000 1,401,435 Share-based payments (note 16) 9,826 — 9,826 1,401,261 10,000 1,411,261 1 |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Schedule of trade and other receivables | 2023 2022 $ $ Trade receivables 74,409 36,298 Due from processing banks 21,403 19,133 Other receivables 9,943 5,797 Total 105,755 61,228 |
Other assets (Tables)
Other assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets 1 [Abstract] | |
Other Assets | Other current assets comprise the following: Note 2023 2022 $ $ Loan receivable 26 6,905 — Derivative financial asset 21 677 — 7,582 — b) Other non-current assets Other non-current assets comprise the following: Note 2023 2022 $ $ Investment measured at fair value through profit or loss 21 3,699 2,004 Investment measured at fair value through other comprehensive income 21 25,862 — Other 6,040 678 35,601 2,682 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, plant and equipment [abstract] | |
Schedule of property and equipment | Note Point-of-sale terminals Computer equipment Office equipment, furniture and fixtures Leasehold improvements Right-of-use Total $ $ $ $ $ Cost Balance as at December 31, 2021 3,632 9,764 1,742 3,901 13,806 32,845 Acquisitions 1,182 10,810 529 1,223 8,376 22,120 Disposal — (2,038) (24) (220) — (2,282) Fully depreciated assets — (945) — (196) (424) (1,565) Effect of movements in exchange rates (280) (228) (14) 7 (233) (748) Balance as at December 31, 2022 4,534 17,363 2,233 4,715 21,525 50,370 Acquisitions 1,078 8,683 89 350 1,194 11,394 Disposal — (1) (59) (398) (1,828) (2,286) Acquisition through business combinations 4 — 1,530 194 386 3,321 5,431 Fully depreciated assets — (1,625) — (702) — (2,327) Effect of movements in exchange rates 113 (102) 56 100 93 260 Balance as at December 31, 2023 5,725 25,848 2,513 4,451 24,305 62,842 Accumulated depreciation Balance as at December 31, 2021 2,220 3,725 568 1,253 6,223 13,989 Depreciation 597 3,815 280 451 3,340 8,483 Disposal — (2,036) (13) (87) — (2,136) Fully depreciated assets — (945) — (196) (424) (1,565) Effect of movement in exchange rates (163) (48) (8) (16) (47) (282) Balance as at December 31, 2022 2,654 4,511 827 1,405 9,092 18,489 Depreciation 703 7,794 397 694 4,860 14,448 Disposal — — (30) (1) (1,101) (1,132) Fully depreciated assets — (1,625) — (702) — (2,327) Effect of movement in exchange rates 110 47 — 71 42 270 Balance as at December 31, 2023 3,467 10,727 1,194 1,467 12,893 29,748 Carrying amounts At December 31, 2022 1,880 12,852 1,406 3,310 12,433 31,881 At December 31, 2023 2,258 15,121 1,319 2,984 11,412 33,094 |
Intangible assets and goodwill
Intangible assets and goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets and goodwill | Note Technologies Partner and merchant relationships Development costs and software Distributor commission buyouts Trademarks Total intangible assets Goodwill $ $ $ $ $ $ $ Cost Balance as at December 31, 2021 402,332 495,110 73,154 — 11,935 982,531 1,126,768 Acquisitions 173 — 34,405 2,597 — 37,175 — Acquisition through business combinations — — — — — — (1,359) Settlement of advances to a third party — 12,967 — — — 12,967 — Transfer — 137 (137) — — — — Disposal — — (36) — — (36) — Fully amortized assets (3,344) (114,781) — — (7,109) (125,234) — Effect of movements in exchange rates (3,478) (6,504) (1,221) (59) — (11,262) (10,816) Balance as at December 31, 2022 395,683 386,929 106,165 2,538 4,826 896,141 1,114,593 Acquisitions 785 — 44,095 20,318 — 65,198 — Acquisition through business combinations 4 185,081 455,364 3,131 — 16,607 660,183 867,365 Settlement of advances to a third party — 2,047 — — — 2,047 — Disposal — — — — (4) (4) — Fully amortized assets — (18,943) (6,581) — — (25,524) — Effect of movements in exchange rates 1,621 3,886 737 (114) 2 6,132 5,779 Balance as at December 31, 2023 583,170 829,283 147,547 22,742 21,431 1,604,173 1,987,737 Accumulated amortization Balance as at December 31, 2021 44,762 148,056 33,310 — 8,803 234,931 — Amortization 29,118 47,214 15,584 — 1,093 93,009 — Disposal — — (7) — — (7) — Fully amortized assets (3,344) (114,781) — — (7,109) (125,234) — Effect of movements in exchange rates (266) (432) (855) — — (1,553) — Balance as at December 31, 2022 70,270 80,057 48,032 — 2,787 201,146 — Amortization 40,312 55,342 20,376 3,192 2,753 121,975 — Fully amortized assets — (18,943) (6,581) — — (25,524) — Effect of movements in exchange rates 341 745 378 64 — 1,528 — Balance as at December 31, 2023 110,923 117,201 62,205 3,256 5,540 299,125 — Carrying amounts At December 31, 2022 325,413 306,872 58,133 2,538 2,039 694,995 1,114,593 At December 31, 2023 472,247 712,082 85,342 19,486 15,891 1,305,048 1,987,737 Nuvei 1 Digital 2 LPP Total Notes $ $ $ $ Balance as at December 31, 2021 373,738 737,647 15,383 1,126,768 Acquisitions through business combinations (1,359) — — (1,359) Effect of movements in exchange rates — (10,816) — (10,816) Balance as at December 31, 2022 372,379 726,831 15,383 1,114,593 Acquisitions through business combinations 4 864,172 3,193 — 867,365 Effect of movements in exchange rates — 5,779 — 5,779 Balance as at December 31, 2023 1,236,551 735,803 15,383 1,987,737 1 Includes the acquisition of Paya (note 4) 2 Includes the acquisition of a service provider (note 4) |
Trade and other payables (Table
Trade and other payables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Trade and other payables [abstract] | |
Schedule of trade and other payables | Trade and other payables comprise the following: 2023 2022 $ $ Trade payables 70,125 43,813 Accrued bonuses and other compensation-related liabilities 52,155 36,379 Sales tax payable 7,295 8,007 Interest payable 3,982 458 Due to merchants not related to segregated funds 29,105 20,076 Other accrued liabilities 16,753 16,800 179,415 125,533 |
Other liabilities (Tables)
Other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Schedule of other current liabilities | Other current liabilities comprise the following: Note 2023 2022 $ $ Provision for losses on merchant accounts 5,280 2,693 Derivative financial liability 21 628 — Other 1,951 1,531 7,859 4,224 |
Schedule of movements in provision for losses on merchant accounts | The movements in the provision for losses on merchant accounts are as follows: 2023 2022 $ $ Balance – Beginning of year 2,693 6,265 Provision made during the year 7,463 2,818 Provision used or reversed during the year (4,899) (6,390) Effect of movements in exchange rates 23 — Balance – End of year 5,280 2,693 |
Schedule of other noncurrent liabilities | Other non-current liabilities comprise the following: Note 2023 2022 $ $ Derivative financial liability 21 7,152 — Other 3,222 2,434 10,374 2,434 |
Loans and borrowings (Tables)
Loans and borrowings (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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: 2023 2022 Notes Facility Carrying Facility Carrying $ $ $ $ Amended and restated credit facilities (a), (b) Term loan 1,275,000 1,248,270 504,292 498,199 Revolving credit facility 800,000 — 385,000 — Total 1,248,270 498,199 Lease liabilities (c) 12,274 12,555 1,260,544 510,754 Current portion of loans and borrowings (12,470) (8,652) Loans and borrowings 1,248,074 502,102 Facility amount represents the principal amount of each credit facility. The carrying amount of loans and borrowings is presented net of unamortized deferred financing fees. Financing fees relating to the issuance of loans and borrowings are amortized over the term of the debt using the effective interest rate method. On December 19, 2023 the Company amended and restated the terms of its credit facilities to increase the total financing capacity available under that facility from $500,452 as of September 30, 2023 to $1,275,000 in the form of term loans and from $385,000 to $800,000 in the form of a revolving credit facility. The outstanding principal of the term loan is payable quarterly at an annual rate of 1.00% and the remaining balance is payable at maturity, which was extended by five years to December 19, 2030. The maturity of the revolving credit facility was extended by four years to December 19, 2028. This amendment and restatement was treated as a debt extinguishment and resulted in an accelerated amortization of deferred financing fees of $15,094. Concurrently with the agreement, the Company borrowed $1,275,000 under the amended and restated term loan facility, which was recorded net of the associated financing fees of $26,539. a) Amended and restated credit facilities i) Loans drawn in US dollars under the term loan facilities bear interest at the Term SOFR plus 3.00% per annum or the ABR 1 rate plus 4.00% per annum. Loans drawn in US dollars under the revolving credit facility bear interest at the Term SOFR plus 2.50% per annum or the ABR 1 rate plus 1.50% per annum until March 31, 2024 and, thereafter, at the rate per annum established based on the total leverage ratio for the most recently completed fiscal quarter. As at December 31, 2023, interest rate on the outstanding Term loan facilities was 8.46% (December 31, 2022 – 6.89%). ii) Loans drawn in Canadian dollars under the credit facilities bear interest at the Canadian prime rate plus 1.50% per annum or Term Canadian Overnight Repo Rate Average ("CORRA") rate plus 2.50% per annum. As at December 31, 2023 and December 31, 2022 there was no loan denominated in Canadian dollars. iii) Loans drawn in Euros under the credit facilities bear interest at the EURO InterBank Offered Rate ("EURIBOR") rate plus 2.50% per annum. As at December 31, 2023 and December 31, 2022 there was no loan denominated in Euros. iv) Loans drawn in Sterling under the credit facilities bear interest at the Sterling OverNight Index Average ("SONIA") rate plus 2.50% per annum. As at December 31, 2023 and December 31, 2022 there was no loan denominated in Sterling. 1 The Alternate Base Rate is defined as a rate per annum equal to the higher of a) Federal funds effective rate + 0.50%; b) Adjusted Term SOFR for a one-month tenor plus 1%; c) Prime Rate; and d) 1.00%. |
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: 2023 2022 $ $ Interest expense on lease liabilities 659 573 Foreign exchange loss (gain) 151 (560) 810 13 |
Share capital (Tables)
Share capital (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Share Capital, Reserves And Other Equity Interest [Abstract] | |
Schedule of outstanding share capital | 2023 2022 Quantity Value Quantity Value Shares $ Shares $ Company’s share capital Subordinate Voting Shares Balance – Beginning of year 63,461,608 1,571,801 66,929,432 1,656,314 Exercise of equity-settled share-based payments 1,252,112 30,520 192,919 6,061 Share repurchase under NCIB (1,350,000) (33,378) (3,660,743) (90,574) Balance – End of year 63,363,720 1,568,943 63,461,608 1,571,801 Multiple Voting Shares Balance – Beginning and end of year 76,064,619 400,791 76,064,619 400,791 Total 139,428,339 1,969,734 139,526,227 1,972,592 |
Schedule of share repurchase liability | The fair value of the share repurchase liability was determined using the Company's quoted share price. 2023 2022 $ $ Balance - Beginning of year — — Initial fair value of share repurchase liability 55,471 43,923 Shares repurchased under the ASPP (56,042) (36,774) Change in fair value of share repurchase liability 571 (5,710) Other — (1,439) Balance - end of year — — |
Revenue and expenses by nature
Revenue and expenses by nature (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Analysis of income and expense [abstract] | |
Schedule of revenue and expenses by nature | 2023 2022 $ $ Revenue Merchant transaction and processing services revenue 1,177,881 835,093 Other revenue 8,892 8,230 Interest revenue 3,120 — 1,189,893 843,323 Cost of revenue Processing cost 218,063 166,995 Cost of goods sold 4,843 4,430 222,906 171,425 Selling, general and administrative expenses Commissions 221,720 113,287 Employee compensation 204,479 155,359 Share-based payments 134,609 139,103 Depreciation and amortization 136,423 101,492 Professional fees 56,079 32,387 Transaction losses (recovery) 7,928 (143) Contingent consideration adjustment — (992) Other 88,852 50,473 850,090 590,966 |
Net finance costs (Tables)
Net finance costs (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Borrowing costs [abstract] | |
Schedule of net finance costs | 2023 2022 $ $ Finance income Interest on advances to third parties and interest income (9,283) (13,694) Finance cost Interest on loans and borrowings (excluding lease liabilities) 103,278 26,186 Change in fair value of share repurchase liability 571 (5,710) Interest expense on lease liabilities 659 573 Other interest expense 1,732 1,792 Accelerated amortization of deferred financing fees 15,094 — 121,334 22,841 Net finance cost 112,051 9,147 |
Share-based payment arrangeme_2
Share-based payment arrangements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: Stock options Restricted share units Performance share units Deferred share units Quantity Weighted $ Outstanding, beginning of year 2022 972,097 1,395,169 10,371 8,847,218 55.87 Forfeited (53,947) — — (194,517) 53.96 Granted 3,067,155 383,262 38,225 41,845 37.97 Exercised (92,662) — — (100,257) 20.69 Outstanding, end of year 2022 3,892,643 1,778,431 48,596 8,594,289 56.24 Forfeited (375,233) (454,132) — (190,687) 70.28 Replacement awards in a business combination 909,735 — — 414,606 19.71 Granted 3,410,312 — 64,425 49,068 28.75 Dividend equivalents 52,081 8,604 814 — — Exercised (532,259) — — (719,853) 11.28 Outstanding, end of year 2023 7,357,279 1,332,903 113,835 8,147,423 57.86 Exercisable, end of year 2022 241,732 141,122 48,596 3,762,900 22.30 Exercisable, end of year 2023 1,289,637 142,565 113,835 4,180,568 28.51 Granted - Weighted average grant date fair value 1 2022 $38.45 $49.76 $30.79 $7.01 — Granted - weighted average grant date fair value 1 2023 $22.15 $19.62 $24.41 $18.15 — 1 Granted - weighted average grant date fair value includes units granted and replacement awards in a business combination. |
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, 2023 and 2022: Stock options Restricted share units Performance share units Deferred share units Quantity Weighted $ Outstanding, beginning of year 2022 972,097 1,395,169 10,371 8,847,218 55.87 Forfeited (53,947) — — (194,517) 53.96 Granted 3,067,155 383,262 38,225 41,845 37.97 Exercised (92,662) — — (100,257) 20.69 Outstanding, end of year 2022 3,892,643 1,778,431 48,596 8,594,289 56.24 Forfeited (375,233) (454,132) — (190,687) 70.28 Replacement awards in a business combination 909,735 — — 414,606 19.71 Granted 3,410,312 — 64,425 49,068 28.75 Dividend equivalents 52,081 8,604 814 — — Exercised (532,259) — — (719,853) 11.28 Outstanding, end of year 2023 7,357,279 1,332,903 113,835 8,147,423 57.86 Exercisable, end of year 2022 241,732 141,122 48,596 3,762,900 22.30 Exercisable, end of year 2023 1,289,637 142,565 113,835 4,180,568 28.51 Granted - Weighted average grant date fair value 1 2022 $38.45 $49.76 $30.79 $7.01 — Granted - weighted average grant date fair value 1 2023 $22.15 $19.62 $24.41 $18.15 — 1 Granted - weighted average grant date fair value includes units granted and replacement awards in a business combination. |
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, 2023: Options outstanding Options exercisable Exercise price Number Weighted Number Weighted 2.80 836,314 4.2 836,314 4.2 3.42 – 4.00 720,597 4.7 720,597 4.7 4.70 – 6.30 43,699 5.1 43,699 5.1 11.51 – 17.22 552,026 6.1 376,529 6.1 17.99 – 37.51 2,350,983 6.9 1,230,029 6.8 47.21 – 78.58 711,251 5.6 610,181 5.3 104.53 – 127.33 2,932,553 7.8 363,219 7.7 8,147,423 6.6 4,180,568 5.7 |
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, 2023: Options outstanding Options exercisable Exercise price Number Weighted Number Weighted 2.80 836,314 4.2 836,314 4.2 3.42 – 4.00 720,597 4.7 720,597 4.7 4.70 – 6.30 43,699 5.1 43,699 5.1 11.51 – 17.22 552,026 6.1 376,529 6.1 17.99 – 37.51 2,350,983 6.9 1,230,029 6.8 47.21 – 78.58 711,251 5.6 610,181 5.3 104.53 – 127.33 2,932,553 7.8 363,219 7.7 8,147,423 6.6 4,180,568 5.7 |
Schedule of stock options weighted average assumptions | The fair value of stock options granted was estimated on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions: 2023 2022 Share price $31.49 $37.97 Exercise price $19.71 $37.97 Risk-free interest rate 4.00% 2.98% Expected volatility 35.5% 41.3% Dividend yield — — Expected term 6.0 years 1.1 years |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 income tax rates applicable to income before income taxes are as follows: 2023 2022 $ % $ % Income before income taxes 14,947 87,537 Statutory income tax rate 26.5 26.5 Income tax expense at statutory income tax rate 3,961 23,197 Changes resulting from: Permanent difference items (3,974) 2,564 Foreign income tax rate differences (23,692) (22,071) Adjustments in respect of prior year 426 (2,385) Change in unrecognized deductible (taxable) temporary differences 14,675 (2,600) Share-based payments 23,259 26,984 Other 988 (107) Total income tax expense 15,643 25,582 |
Schedule of details and components of income tax expense (recovery) | The details of income tax expense (recovery) are as follows: 2023 2022 $ $ Income tax expense (recovery) Current 43,591 38,527 Deferred (27,948) (12,945) 15,643 25,582 The components of current income tax expense are as follows: 2023 2022 $ $ Current income tax expense Current 43,391 38,139 Adjustment of prior year income tax expense 200 388 43,591 38,527 The components of deferred income tax recovery are as follows: 2023 2022 $ $ Deferred income tax recovery Origination and reversal of temporary differences (42,849) (7,571) Change in unrecognized deductible (taxable) temporary differences 14,675 (2,600) Adjustment of prior year income tax expense (recovery) 226 (2,774) (27,948) (12,945) |
Schedule of deferred income taxes | The details of changes of deferred income taxes are as follows for the year ended December 31, 2023: Deferred tax assets (liabilities) as at December 31, 2022 Recognized in net loss Business combinations Equity Foreign currency exchange differences Deferred tax assets (liabilities) as at December 31, 2023 $ $ $ $ $ $ Deferred tax assets Share-based payments 3,128 5,551 1,027 (748) 55 9,013 Net operating tax losses carried forward 6,432 (4,996) 6,863 — (2,468) 5,831 Intangible assets 6,460 (6,460) — — — — Accrued liabilities 3,830 3,358 1,399 — (1,519) 7,068 Other — 17,079 2,955 — 3,610 23,644 Total deferred tax assets 19,850 14,532 12,244 (748) (322) 45,556 Deferred tax liabilities Intangible assets (62,535) 12,758 (142,620) — 827 (191,570) Other (661) 661 — — — — Property and equipment (413) (21) (1,134) — (1) (1,569) Deferred costs (773) 18 — — 753 (2) Total deferred tax liabilities (64,382) 13,416 (143,754) — 1,579 (193,141) Total net deferred tax assets (liabilities) (44,532) 27,948 (131,510) (748) 1,257 (147,585) The details of changes of deferred income taxes are as follows for the year ended December 31, 2022: Deferred tax assets (liabilities) as at December 31, 2021 Recognized in net income Business combination Equity Foreign currency exchange differences Deferred tax assets (liabilities) as at December 31, 2022 $ $ $ $ $ $ Deferred tax assets Share-based payments 4,314 1,798 — (2,887) (97) 3,128 Net operating tax losses carried forward 4,018 468 1,272 594 80 6,432 Intangible assets 3,925 2,526 — — 9 6,460 Accrued liabilities 2,924 883 27 — (4) 3,830 Total deferred tax assets 15,181 5,675 1,299 (2,293) (12) 19,850 Deferred tax liabilities Intangible assets (70,043) 5,728 — — 1,780 (62,535) Other (1,800) 1,134 — — 5 (661) Property and equipment (905) 684 — — (192) (413) Deferred costs (497) (276) — — — (773) Total deferred tax liabilities (73,245) 7,270 — — 1,593 (64,382) Total net deferred tax assets (liabilities) (58,064) 12,945 1,299 (2,293) 1,581 (44,532) The deferred income taxes are presented on the consolidated statements of financial position as follows: 2023 2022 $ $ Deferred tax assets 4,336 17,172 Deferred tax liabilities (151,921) (61,704) (147,585) (44,532) |
Schedule of unrecognized deferred income tax assets | Unrecognized deferred income tax assets balances are as follows: 2023 2022 $ $ Net operating tax losses carried forward 41,838 24,973 Unused tax credits 2,356 515 Deductible temporary differences, including capital losses 22,715 26,312 |
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, 2023 Gross amount of net operating tax losses carried forward Tax-effected Expiry Period $ $ Expire 148,354 39,314 2031 to 2043 Never expire 14,685 2,524 N/A 163,039 41,838 As at December 31, 2022 Gross amount of net operating tax losses carried forward Tax-effected Expiry Period $ $ Expire 91,163 24,165 2031 to 2042 Never expire 4,586 808 N/A 95,749 24,973 |
Disclosure of unused tax credits | The unused tax credits for which no deferred income tax asset was recognized expire as follows: As at December 31, 2023 Unused tax credits Expiry period $ $ Expire 2,356 2031 to 2033 Never expire 0 N/A 2,356 As at December 31, 2022 Unused tax credits Expiry period $ $ Expire 515 2031 to 2032 Never expire 0 N/A 515 |
Net income (loss) per share (Ta
Net income (loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings per share [abstract] | |
Schedule of net income (loss) per share | 2023 2022 $ $ Net income (loss) attributable to common shareholders of the Company (basic and diluted) (7,835) 56,732 Weighted average number of common shares outstanding – basic 139,248,530 141,555,788 Effect of dilutive securities — 3,047,697 Weighted average number of common shares outstanding – diluted 139,248,530 144,603,485 Net income (loss) per share attributable to common shareholders of the Company: Basic (0.06) 0.40 Diluted (0.06) 0.39 |
Operating segments (Tables)
Operating segments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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. 2023 2022 $ $ Revenue North America 642,601 336,563 Europe, Middle East and Africa 487,802 465,935 Latin America 51,365 33,105 Asia Pacific 8,125 7,720 1,189,893 843,323 Non-current assets exclude financial assets and deferred tax assets, when applicable. 2023 2022 $ $ Non-current assets Canada 1,015,658 1,005,845 United States 1,672,611 207,948 European Union 635,885 625,411 Rest of the world 2,560 3,262 3,326,714 1,842,466 |
Financial instruments and com_2
Financial instruments and commitments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023: 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) 172,120 172,120 172,120 — — Due to merchants 1,455,376 1,455,376 1,455,376 — — Credit facility 1,248,270 2,029,633 128,042 604,105 1,297,486 Lease liabilities 12,274 13,032 4,859 6,897 1,276 Other liabilities (a) 18,233 17,750 7,586 10,164 — Contractual commitments N/A 75,000 6,833 48,730 19,437 2,906,273 3,762,911 1,774,816 669,896 1,318,199 Segregated funds (1,455,376) (1,455,376) (1,455,376) — — 1,450,897 2,307,535 319,440 669,896 1,318,199 (a) Other liabilities includes deferred revenue which will not require contractual cash flows. |
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 MXN ILS Other Total $ $ $ $ $ $ December 31, 2023 Cash 2,106 19,525 15,532 3,311 17,512 57,986 Trade and other receivables 19,819 3,954 1,618 425 5,837 31,653 Trade and other payables (20,958) (24,435) (26,487) (12,548) (9,802) (94,230) Lease liabilities — (1,511) — (918) (1,234) (3,663) Net financial position exposure 967 (2,467) (9,337) (9,730) 12,313 (8,254) December 31, 2022 Net financial position exposure (790) 18,720 — (12,632) 12,469 17,767 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 MXN ILS Other Total $ $ $ $ $ $ 2023 Increase (decrease) on equity and net loss 97 (247) (934) (973) 1,231 (826) 2022 Increase (decrease) on equity and net income (79) 1,872 — (1,263) 1,247 1,777 |
Schedule of exposure to interest rate risk | The Company’s exposure to interest rate risk as at December 31, 2023 and 2022 is as follows: Cash and cash equivalents Variable interest rate Segregated funds Variable interest rate Loan receivable Fixed interest rate Derivative financial asset and financial liability - Interest rate swap Note 21 Loans and borrowings Note 12 |
Determination of fair values (T
Determination of fair values (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurement [Abstract] | |
Schedule of fair value of financial liabilities | As at December 31, 2023 and December 31, 2022, financial instruments measured at fair value in the Consolidated Financial Statements of financial position were as follows: Notes Fair value hierarchy 2023 2022 $ $ Assets Investments measured at fair value through profit or loss Level 1 1,255 1,002 Derivative financial asset - Interest rate swap Level 2 677 — Investments measured at fair value through profit or loss Level 3 2,444 2,148 Investment in equity instrument designated at fair value through other comprehensive income Level 3 25,862 — Advances to a third party independent sales organization Level 3 — 2,154 Liabilities Derivative financial liability - Interest rate swap Level 2 7,780 — Interest rate swap In September 2023, the Company entered into an interest rate swap agreement with a notional amount of $300,000 and a fixed interest rate of 4.67% maturing September 30, 2026 to hedge a portion of its future variable interest payments. This derivative is carried at fair value and is presented in other current assets and liabilities and other non-current liabilities in the consolidated statements of financial position. Fair value of the interest rate swap is calculated as the present value of the estimated future cash flows. Estimated future cash flows are discounted using a yield curve which reflects the relevant benchmark interbank rate used by market participants for this purpose when pricing interest rate swaps. Level 3 fair value measurement items The following table presents the changes in level 3 items for the years ended December 31, 2023 and 2022: Advances to a Investments measured at fair value through profit or loss LPP put Contingent Investment measured at fair value through other comprehensive income $ $ $ $ $ Balance as at December 31, 2021 16,616 1,148 531 3,004 — Settlement — — — (2,012) — Acquisition — 1,000 — — Merchant residuals received, net of interest on advances to a third parties (1,495) — — — — Settlement of advances to a third party (12,967) — — — — Fair value remeasurement — — (531) (992) — Balance as at December 31, 2022 2,154 2,148 — — — Acquisition — 1,270 — — 25,000 Merchant residuals received, net of interest on advances to a third parties (108) — — — — Settlement of advances to a third party (2,046) — — — — Effect of movements in exchange rates — — — — 862 Fair value remeasurement — (974) — — — Balance as at December 31, 2023 — 2,444 — — 25,862 |
Schedule of fair value of financial assets | As at December 31, 2023 and December 31, 2022, financial instruments measured at fair value in the Consolidated Financial Statements of financial position were as follows: Notes Fair value hierarchy 2023 2022 $ $ Assets Investments measured at fair value through profit or loss Level 1 1,255 1,002 Derivative financial asset - Interest rate swap Level 2 677 — Investments measured at fair value through profit or loss Level 3 2,444 2,148 Investment in equity instrument designated at fair value through other comprehensive income Level 3 25,862 — Advances to a third party independent sales organization Level 3 — 2,154 Liabilities Derivative financial liability - Interest rate swap Level 2 7,780 — Interest rate swap In September 2023, the Company entered into an interest rate swap agreement with a notional amount of $300,000 and a fixed interest rate of 4.67% maturing September 30, 2026 to hedge a portion of its future variable interest payments. This derivative is carried at fair value and is presented in other current assets and liabilities and other non-current liabilities in the consolidated statements of financial position. Fair value of the interest rate swap is calculated as the present value of the estimated future cash flows. Estimated future cash flows are discounted using a yield curve which reflects the relevant benchmark interbank rate used by market participants for this purpose when pricing interest rate swaps. Level 3 fair value measurement items The following table presents the changes in level 3 items for the years ended December 31, 2023 and 2022: Advances to a Investments measured at fair value through profit or loss LPP put Contingent Investment measured at fair value through other comprehensive income $ $ $ $ $ Balance as at December 31, 2021 16,616 1,148 531 3,004 — Settlement — — — (2,012) — Acquisition — 1,000 — — Merchant residuals received, net of interest on advances to a third parties (1,495) — — — — Settlement of advances to a third party (12,967) — — — — Fair value remeasurement — — (531) (992) — Balance as at December 31, 2022 2,154 2,148 — — — Acquisition — 1,270 — — 25,000 Merchant residuals received, net of interest on advances to a third parties (108) — — — — Settlement of advances to a third party (2,046) — — — — Effect of movements in exchange rates — — — — 862 Fair value remeasurement — (974) — — — Balance as at December 31, 2023 — 2,444 — — 25,862 |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party [Abstract] | |
Schedule of transactions between related parties | Transactions with key management personnel Key management personnel compensation comprises the following: 2023 2022 $ $ Salaries and short-term employee benefits 8,733 6,007 Share-based payments 71,730 71,286 80,463 77,293 Other related party transactions Transaction value Balance outstanding December 31, 2023 2022 2023 2022 $ $ $ $ Expenses – Travel (i) 1,976 1,139 745 137 (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. |
Supplementary cash flow discl_2
Supplementary cash flow disclosure (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash Flow Statement [Abstract] | |
Schedule of supplementary cash flow disclosure | 2023 2022 $ $ Changes in non-cash working capital items: Trade and other receivables (25,085) (19,714) Inventory (746) (840) Prepaid expenses (1,180) (3,771) Contract assets (1,263) (1,769) Trade and other payables 15,432 24,266 Other current and non-current liabilities 428 (9,053) (12,414) (10,881) |
Subsequent events (Tables)
Subsequent events (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
Schedule of purchase price allocation | The following table summarizes the final amounts of assets acquired and liabilities assumed at the acquisition date for acquisitions in the year ended December 31, 2023: Paya Other Total Assets acquired Cash 21,657 — 21,657 Segregated funds 244,798 — 244,798 Trade and other receivables 23,263 — 23,263 Inventory 293 — 293 Prepaid expenses 2,816 — 2,816 Property and equipment 5,419 12 5,431 Processor deposits 385 — 385 Intangible assets Software 3,131 — 3,131 Trademarks 16,607 — 16,607 Technologies 178,173 6,908 185,081 Partner and merchant relationships 455,364 — 455,364 Goodwill 1 864,172 3,193 867,365 1,816,078 10,113 1,826,191 Liabilities assumed Trade and other payables (30,037) (113) (30,150) Current portion of loans and borrowings (1,142) — (1,142) Other current liabilities (3,142) — (3,142) Due to merchants (244,798) — (244,798) Income taxes payable (1,696) — (1,696) Loans and borrowings (2,492) — (2,492) Deferred tax liabilities (131,510) — (131,510) (414,817) (113) (414,930) Total consideration Cash paid 1,391,435 10,000 1,401,435 Share-based payments (note 16) 9,826 — 9,826 1,401,261 10,000 1,411,261 1 |
Basis of preparation and cons_2
Basis of preparation and consolidation (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Basis Of Preparation And Consolidation [Abstract] | |
Number of reportable segments | 1 |
Material accounting policies _4
Material accounting policies and new accounting standards - Narrative (Details) | Dec. 31, 2023 USD ($) |
Disclosure Of Accounting Policies [Line Items] | |
Right-of-use assets | $ 0 |
Material accounting policies _5
Material accounting policies and new accounting standards - Subsidiaries (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Loan Payment Pro ("LPP") | United States | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
Nuvei Commerce LLC | United States | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
Nuvei Consulting Services Ltd. | Israel | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
Nuvei International Group Limited | Guernsey | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
Nuvei Ltd. | Cyprus | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
Nuvei Technologies Corp. | Canada | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
Nuvei Technologies Inc. | United States | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
Nuvei Technology & Services B.V. | Netherlands | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
Nuvei US LLC | United States | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
SimplexCC Ltd. | Israel | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
Paya Holdings Inc. | United States | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
Paya Inc. | United States | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
Material accounting policies _6
Material accounting policies and new accounting standards - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Point-of-sale terminals | Minimum | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful life (in years) | 3 years |
Point-of-sale 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 |
Material accounting policies _7
Material accounting policies and new accounting standards - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Development costs and software | Minimum | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful life (in years) | 3 years |
Development costs and 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 |
Distributor commission buyouts | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful life (in years) | 7 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 - Narrati
Business combinations - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Mar. 01, 2023 | Feb. 22, 2023 | Feb. 21, 2023 | |
Disclosure of detailed information about business combination [line items] | ||||
Purchase price | $ 1,411,261 | |||
Cash paid | 1,401,435 | |||
Share-based payments (note 16) | 9,826 | |||
Paya Inc. | ||||
Disclosure of detailed information about business combination [line items] | ||||
Percentage of equity interest acquired (in percent) | 100% | |||
Purchase price | $ 1,401,261 | |||
Cash paid | 1,391,435 | |||
Share-based payments (note 16) | $ 9,826 | |||
Cash paid, prior to acquisition closing | $ 51,876 | |||
Acquisition costs | 15,470 | |||
Revenues of acquiree since acquisition date | 262,640 | |||
Net income of acquiree since acquisition date | 38,385 | |||
Revenue of combined entity as if combination occurred at beginning of period | 302,558 | |||
Profit (loss) of combined entity as if combination occurred at beginning of period | 39,105 | |||
Paya Inc. | Goodwill | ||||
Disclosure of detailed information about business combination [line items] | ||||
Measurement period adjustments increase (decrease) | 5,455 | |||
Paya Inc. | Current Assets | ||||
Disclosure of detailed information about business combination [line items] | ||||
Measurement period adjustments increase (decrease) | (1,284) | |||
Paya Inc. | Contingent considerations | ||||
Disclosure of detailed information about business combination [line items] | ||||
Measurement period adjustments increase (decrease) | 2,781 | |||
Paya Inc. | Current Liabilities | ||||
Disclosure of detailed information about business combination [line items] | ||||
Measurement period adjustments increase (decrease) | 359 | |||
Paya Inc. | Deferred tax liabilities | ||||
Disclosure of detailed information about business combination [line items] | ||||
Measurement period adjustments increase (decrease) | (1,031) | |||
Service Provider | ||||
Disclosure of detailed information about business combination [line items] | ||||
Purchase price | $ 10,000 | |||
Cash paid | 10,000 | |||
Share-based payments (note 16) | $ 0 | |||
Acquisition costs | 129 | |||
Revenues of acquiree since acquisition date | 1,874 | |||
Net income of acquiree since acquisition date | 3,237 | |||
Revenue of combined entity as if combination occurred at beginning of period | 2,146 | |||
Profit (loss) of combined entity as if combination occurred at beginning of period | $ 3,973 |
Business combinations - Purchas
Business combinations - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 01, 2023 | Feb. 22, 2023 |
Assets | |||
Cash | $ 21,657 | ||
Segregated funds | 244,798 | ||
Trade and other receivables | 23,263 | ||
Inventory | 293 | ||
Prepaid expenses | 2,816 | ||
Property and equipment | 5,431 | ||
Processor deposits | 385 | ||
Software | 3,131 | ||
Trademarks | 16,607 | ||
Technologies | 185,081 | ||
Partner and merchant relationships | 455,364 | ||
Goodwill | 867,365 | ||
Assets | 1,826,191 | ||
Liabilities | |||
Trade and other payables | (30,150) | ||
Current portion of loans and borrowings | (1,142) | ||
Other current liabilities | (3,142) | ||
Due to merchants | (244,798) | ||
Income taxes payable | (1,696) | ||
Loans and borrowings | (2,492) | ||
Deferred tax liabilities | (131,510) | ||
Liabilities | (414,930) | ||
Total consideration | |||
Cash paid | 1,401,435 | ||
Share-based payments (note 16) | 9,826 | ||
Total | $ 1,411,261 | ||
Paya Inc. | |||
Assets | |||
Cash | $ 21,657 | ||
Segregated funds | 244,798 | ||
Trade and other receivables | 23,263 | ||
Inventory | 293 | ||
Prepaid expenses | 2,816 | ||
Property and equipment | 5,419 | ||
Processor deposits | 385 | ||
Software | 3,131 | ||
Trademarks | 16,607 | ||
Technologies | 178,173 | ||
Partner and merchant relationships | 455,364 | ||
Goodwill | 864,172 | ||
Assets | 1,816,078 | ||
Liabilities | |||
Trade and other payables | (30,037) | ||
Current portion of loans and borrowings | (1,142) | ||
Other current liabilities | (3,142) | ||
Due to merchants | (244,798) | ||
Income taxes payable | (1,696) | ||
Loans and borrowings | (2,492) | ||
Deferred tax liabilities | (131,510) | ||
Liabilities | (414,817) | ||
Total consideration | |||
Cash paid | 1,391,435 | ||
Share-based payments (note 16) | 9,826 | ||
Total | $ 1,401,261 | ||
Service Provider | |||
Assets | |||
Cash | $ 0 | ||
Segregated funds | 0 | ||
Trade and other receivables | 0 | ||
Inventory | 0 | ||
Prepaid expenses | 0 | ||
Property and equipment | 12 | ||
Processor deposits | 0 | ||
Software | 0 | ||
Trademarks | 0 | ||
Technologies | 6,908 | ||
Partner and merchant relationships | 0 | ||
Goodwill | 3,193 | ||
Assets | 10,113 | ||
Liabilities | |||
Trade and other payables | (113) | ||
Current portion of loans and borrowings | 0 | ||
Other current liabilities | 0 | ||
Due to merchants | 0 | ||
Income taxes payable | 0 | ||
Loans and borrowings | 0 | ||
Deferred tax liabilities | 0 | ||
Liabilities | (113) | ||
Total consideration | |||
Cash paid | 10,000 | ||
Share-based payments (note 16) | 0 | ||
Total | $ 10,000 |
Trade and other receivables (De
Trade and other receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Subclassifications of assets, liabilities and equities [abstract] | ||
Trade receivables | $ 74,409 | $ 36,298 |
Due from processing banks | 21,403 | 19,133 |
Other receivables | 9,943 | 5,797 |
Total | $ 105,755 | $ 61,228 |
Inventory (Details)
Inventory (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Subclassifications of assets, liabilities and equities [abstract] | ||
Inventories costs included in cost of revenue | $ 2,574,000 | $ 2,041,000 |
Inventory write-down | $ 0 | $ 0 |
Other assets (Details)
Other assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Miscellaneous Current Assets [Abstract] | ||
Loan receivable | $ 6,905 | $ 0 |
Derivative financial asset | 677 | 0 |
Other current assets | 7,582 | 0 |
Miscellaneous Noncurrent Assets [Abstract] | ||
Investment measured at fair value through profit or loss | 3,699 | 2,004 |
Investment measured at fair value through profit or loss | 25,862 | 0 |
Other | 6,040 | 678 |
Other non-current assets | $ 35,601 | $ 2,682 |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | $ 31,881 | |
Property, plant and equipment including right-of-use assets, ending balance | 33,094 | $ 31,881 |
Point-of-sale terminals | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | 1,880 | |
Property, plant and equipment including right-of-use assets, ending balance | 2,258 | 1,880 |
Computer equipment | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | 12,852 | |
Property, plant and equipment including right-of-use assets, ending balance | 15,121 | 12,852 |
Office equipment, furniture and fixtures | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | 1,406 | |
Property, plant and equipment including right-of-use assets, ending balance | 1,319 | 1,406 |
Leasehold improvements | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | 3,310 | |
Property, plant and equipment including right-of-use assets, ending balance | 2,984 | 3,310 |
Right-of-use assets – Office leases | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | 12,433 | |
Property, plant and equipment including right-of-use assets, ending balance | 11,412 | 12,433 |
Cost | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | 50,370 | 32,845 |
Acquisitions | 11,394 | 22,120 |
Disposal | 2,286 | 2,282 |
Acquisition through business combinations | 5,431 | |
Fully depreciated assets | 2,327 | 1,565 |
Effect of movements in exchange rates | 260 | (748) |
Property, plant and equipment including right-of-use assets, ending balance | 62,842 | 50,370 |
Cost | Point-of-sale terminals | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | 4,534 | 3,632 |
Acquisitions | 1,078 | 1,182 |
Disposal | 0 | 0 |
Acquisition through business combinations | 0 | |
Fully depreciated assets | 0 | 0 |
Effect of movements in exchange rates | 113 | (280) |
Property, plant and equipment including right-of-use assets, ending balance | 5,725 | 4,534 |
Cost | Computer equipment | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | 17,363 | 9,764 |
Acquisitions | 8,683 | 10,810 |
Disposal | 1 | 2,038 |
Acquisition through business combinations | 1,530 | |
Fully depreciated assets | 1,625 | 945 |
Effect of movements in exchange rates | (102) | (228) |
Property, plant and equipment including right-of-use assets, ending balance | 25,848 | 17,363 |
Cost | Office equipment, furniture and fixtures | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | 2,233 | 1,742 |
Acquisitions | 89 | 529 |
Disposal | 59 | 24 |
Acquisition through business combinations | 194 | |
Fully depreciated assets | 0 | 0 |
Effect of movements in exchange rates | 56 | (14) |
Property, plant and equipment including right-of-use assets, ending balance | 2,513 | 2,233 |
Cost | Leasehold improvements | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | 4,715 | 3,901 |
Acquisitions | 350 | 1,223 |
Disposal | 398 | 220 |
Acquisition through business combinations | 386 | |
Fully depreciated assets | 702 | 196 |
Effect of movements in exchange rates | 100 | 7 |
Property, plant and equipment including right-of-use assets, ending balance | 4,451 | 4,715 |
Cost | Right-of-use assets – Office leases | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | 21,525 | 13,806 |
Acquisitions | 1,194 | 8,376 |
Disposal | 1,828 | 0 |
Acquisition through business combinations | 3,321 | |
Fully depreciated assets | 0 | 424 |
Effect of movements in exchange rates | 93 | (233) |
Property, plant and equipment including right-of-use assets, ending balance | 24,305 | 21,525 |
Accumulated depreciation | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | (18,489) | (13,989) |
Depreciation | 14,448 | 8,483 |
Disposal | (1,132) | (2,136) |
Fully depreciated assets | (2,327) | (1,565) |
Effect of movements in exchange rates | (270) | 282 |
Property, plant and equipment including right-of-use assets, ending balance | (29,748) | (18,489) |
Accumulated depreciation | Point-of-sale terminals | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | (2,654) | (2,220) |
Depreciation | 703 | 597 |
Disposal | 0 | 0 |
Fully depreciated assets | 0 | 0 |
Effect of movements in exchange rates | (110) | 163 |
Property, plant and equipment including right-of-use assets, ending balance | (3,467) | (2,654) |
Accumulated depreciation | Computer equipment | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | (4,511) | (3,725) |
Depreciation | 7,794 | 3,815 |
Disposal | 0 | (2,036) |
Fully depreciated assets | (1,625) | (945) |
Effect of movements in exchange rates | (47) | 48 |
Property, plant and equipment including right-of-use assets, ending balance | (10,727) | (4,511) |
Accumulated depreciation | Office equipment, furniture and fixtures | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | (827) | (568) |
Depreciation | 397 | 280 |
Disposal | (30) | (13) |
Fully depreciated assets | 0 | 0 |
Effect of movements in exchange rates | 0 | 8 |
Property, plant and equipment including right-of-use assets, ending balance | (1,194) | (827) |
Accumulated depreciation | Leasehold improvements | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | (1,405) | (1,253) |
Depreciation | 694 | 451 |
Disposal | (1) | (87) |
Fully depreciated assets | (702) | (196) |
Effect of movements in exchange rates | (71) | 16 |
Property, plant and equipment including right-of-use assets, ending balance | (1,467) | (1,405) |
Accumulated depreciation | Right-of-use assets – Office leases | ||
Changes in property, plant and equipment [abstract] | ||
Property, plant and equipment including right-of-use assets, beginning balance | (9,092) | (6,223) |
Depreciation | 4,860 | 3,340 |
Disposal | (1,101) | 0 |
Fully depreciated assets | 0 | (424) |
Effect of movements in exchange rates | (42) | 47 |
Property, plant and equipment including right-of-use assets, ending balance | $ (12,893) | $ (9,092) |
Intangible assets and goodwil_2
Intangible assets and goodwill - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total intangible assets | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | $ 694,995 | |
Intangible assets and goodwill at end of period | 1,305,048 | $ 694,995 |
Development costs and software | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 58,133 | |
Intangible assets and goodwill at end of period | 85,342 | 58,133 |
Trademarks | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 2,039 | |
Intangible assets and goodwill at end of period | 15,891 | 2,039 |
Technologies | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 325,413 | |
Intangible assets and goodwill at end of period | 472,247 | 325,413 |
Distributor commission buyouts | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 2,538 | |
Intangible assets and goodwill at end of period | 19,486 | 2,538 |
Partner and merchant relationships | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 306,872 | |
Intangible assets and goodwill at end of period | 712,082 | 306,872 |
Goodwill | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 1,114,593 | 1,126,768 |
Acquisitions through business combinations | 867,365 | (1,359) |
Effect of movements in exchange rates | 5,779 | (10,816) |
Intangible assets and goodwill at end of period | 1,987,737 | 1,114,593 |
Cost | Total intangible assets | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 896,141 | 982,531 |
Acquisitions | 65,198 | 37,175 |
Acquisitions through business combinations | 660,183 | 0 |
Settlement of advances to a third party | 2,047 | 12,967 |
Transfer | 0 | |
Disposal | 4 | 36 |
Fully amortized assets | 25,524 | 125,234 |
Effect of movements in exchange rates | 6,132 | (11,262) |
Intangible assets and goodwill at end of period | 1,604,173 | 896,141 |
Cost | Development costs and software | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 106,165 | 73,154 |
Acquisitions | 44,095 | 34,405 |
Acquisitions through business combinations | 3,131 | 0 |
Settlement of advances to a third party | 0 | 0 |
Transfer | (137) | |
Disposal | 0 | 36 |
Fully amortized assets | 6,581 | 0 |
Effect of movements in exchange rates | 737 | (1,221) |
Intangible assets and goodwill at end of period | 147,547 | 106,165 |
Cost | Trademarks | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 4,826 | 11,935 |
Acquisitions | 0 | 0 |
Acquisitions through business combinations | 16,607 | 0 |
Settlement of advances to a third party | 0 | 0 |
Transfer | 0 | |
Disposal | 4 | 0 |
Fully amortized assets | 0 | 7,109 |
Effect of movements in exchange rates | 2 | 0 |
Intangible assets and goodwill at end of period | 21,431 | 4,826 |
Cost | Technologies | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 395,683 | 402,332 |
Acquisitions | 785 | 173 |
Acquisitions through business combinations | 185,081 | 0 |
Settlement of advances to a third party | 0 | 0 |
Transfer | 0 | |
Disposal | 0 | 0 |
Fully amortized assets | 0 | 3,344 |
Effect of movements in exchange rates | 1,621 | (3,478) |
Intangible assets and goodwill at end of period | 583,170 | 395,683 |
Cost | Distributor commission buyouts | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 2,538 | 0 |
Acquisitions | 20,318 | 2,597 |
Acquisitions through business combinations | 0 | 0 |
Settlement of advances to a third party | 0 | 0 |
Transfer | 0 | |
Disposal | 0 | 0 |
Fully amortized assets | 0 | 0 |
Effect of movements in exchange rates | (114) | (59) |
Intangible assets and goodwill at end of period | 22,742 | 2,538 |
Cost | Partner and merchant relationships | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 386,929 | 495,110 |
Acquisitions | 0 | 0 |
Acquisitions through business combinations | 455,364 | 0 |
Settlement of advances to a third party | 2,047 | 12,967 |
Transfer | 137 | |
Disposal | 0 | 0 |
Fully amortized assets | 18,943 | 114,781 |
Effect of movements in exchange rates | 3,886 | (6,504) |
Intangible assets and goodwill at end of period | 829,283 | 386,929 |
Cost | Goodwill | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 1,114,593 | 1,126,768 |
Acquisitions through business combinations | 867,365 | (1,359) |
Settlement of advances to a third party | 0 | 0 |
Transfer | 0 | |
Disposal | 0 | 0 |
Fully amortized assets | 0 | 0 |
Effect of movements in exchange rates | 5,779 | (10,816) |
Intangible assets and goodwill at end of period | 1,987,737 | 1,114,593 |
Accumulated depreciation | Total intangible assets | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | (201,146) | (234,931) |
Disposal | (7) | |
Fully amortized assets | (25,524) | (125,234) |
Amortization | 121,975 | 93,009 |
Effect of movements in exchange rates | (1,528) | 1,553 |
Intangible assets and goodwill at end of period | (299,125) | (201,146) |
Accumulated depreciation | Development costs and software | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | (48,032) | (33,310) |
Disposal | (7) | |
Fully amortized assets | (6,581) | 0 |
Amortization | 20,376 | 15,584 |
Effect of movements in exchange rates | (378) | 855 |
Intangible assets and goodwill at end of period | (62,205) | (48,032) |
Accumulated depreciation | Trademarks | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | (2,787) | (8,803) |
Disposal | 0 | |
Fully amortized assets | 0 | (7,109) |
Amortization | 2,753 | 1,093 |
Effect of movements in exchange rates | 0 | 0 |
Intangible assets and goodwill at end of period | (5,540) | (2,787) |
Accumulated depreciation | Technologies | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | (70,270) | (44,762) |
Disposal | 0 | |
Fully amortized assets | 0 | (3,344) |
Amortization | 40,312 | 29,118 |
Effect of movements in exchange rates | (341) | 266 |
Intangible assets and goodwill at end of period | (110,923) | (70,270) |
Accumulated depreciation | Distributor commission buyouts | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 0 | 0 |
Disposal | 0 | |
Fully amortized assets | 0 | 0 |
Amortization | 3,192 | 0 |
Effect of movements in exchange rates | (64) | 0 |
Intangible assets and goodwill at end of period | (3,256) | 0 |
Accumulated depreciation | Partner and merchant relationships | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | (80,057) | (148,056) |
Disposal | 0 | |
Fully amortized assets | (18,943) | (114,781) |
Amortization | 55,342 | 47,214 |
Effect of movements in exchange rates | (745) | 432 |
Intangible assets and goodwill at end of period | (117,201) | (80,057) |
Accumulated depreciation | Goodwill | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 0 | 0 |
Disposal | 0 | |
Fully amortized assets | 0 | 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) - Goodwill - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | $ 1,114,593 | $ 1,126,768 |
Acquisitions through business combinations | 867,365 | (1,359) |
Effect of movements in exchange rates | 5,779 | (10,816) |
Intangible assets and goodwill at end of period | 1,987,737 | 1,114,593 |
Nuvei Corporation | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 372,379 | 373,738 |
Acquisitions through business combinations | 864,172 | (1,359) |
Effect of movements in exchange rates | 0 | 0 |
Intangible assets and goodwill at end of period | 1,236,551 | 372,379 |
Digital Payments | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Intangible assets and goodwill at beginning of period | 726,831 | 737,647 |
Acquisitions through business combinations | 3,193 | 0 |
Effect of movements in exchange rates | 5,779 | (10,816) |
Intangible assets and goodwill at end of period | 735,803 | 726,831 |
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 |
Acquisitions 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 |
Intangible assets and goodwil_4
Intangible assets and goodwill - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets [Abstract] | ||
Goodwill impairment charge | $ 0 | $ 0 |
Trade and other payables (Detai
Trade and other payables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Trade and other payables [abstract] | ||
Trade payables | $ 70,125 | $ 43,813 |
Accrued bonuses and other compensation-related liabilities | 52,155 | 36,379 |
Sales tax payable | 7,295 | 8,007 |
Interest payable | 3,982 | 458 |
Due to merchants not related to segregated funds | 29,105 | 20,076 |
Other accrued liabilities | 16,753 | 16,800 |
Trade and other current payables | $ 179,415 | $ 125,533 |
Other liabilities - Other Curre
Other liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subclassifications of assets, liabilities and equities [abstract] | |||
Provision for losses on merchant accounts | $ 5,280 | $ 2,693 | $ 6,265 |
Derivative financial liability | 628 | 0 | |
Other | 1,951 | 1,531 | |
Total other current liabilities | $ 7,859 | $ 4,224 |
Other liabilities - Movement in
Other liabilities - Movement in Provision for Losses on Merchant Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of changes in other provisions [abstract] | ||
Provision for losses on merchant accounts, beginning | $ 2,693 | $ 6,265 |
Provision made during the year | 7,463 | 2,818 |
Provision used or reversed during the year | (4,899) | (6,390) |
Effect of movements in exchange rates | 23 | 0 |
Provision for losses on merchant accounts, ending | $ 5,280 | $ 2,693 |
Other liabilities - Narrative (
Other liabilities - Narrative (Details) - LPP NCI unitholders | Apr. 07, 2022 USD ($) | Feb. 04, 2022 |
Subclassifications Of Assets, Liabilities And Equities Line Items [Line Items] | ||
Obligation to purchase remaining interest (percent) | 40% | |
Completed purchase obligation (in percent) | 0.40 | |
Purchase obligation paid | $ 39,751,000 |
Other liabilities - Other Non-c
Other liabilities - Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Subclassifications of assets, liabilities and equities [abstract] | ||
Derivative financial liability | $ 7,152 | $ 0 |
Other | 3,222 | 2,434 |
Total other non-current liabilities | $ 10,374 | $ 2,434 |
Loans and borrowings - Terms an
Loans and borrowings - Terms and Conditions of Loans and Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 19, 2023 | Dec. 31, 2022 |
Disclosure of detailed information about borrowings [line items] | |||
Carrying amount | $ 1,260,544 | $ 510,754 | |
Current portion of loans and borrowings | (12,470) | (8,652) | |
Loans and borrowings | 1,248,074 | 502,102 | |
Total | |||
Disclosure of detailed information about borrowings [line items] | |||
Carrying amount | 1,248,270 | 498,199 | |
Term loan | |||
Disclosure of detailed information about borrowings [line items] | |||
Facility | 1,275,000 | $ 1,275,000 | 504,292 |
Carrying amount | 1,248,270 | 1,275,000 | 498,199 |
Revolving credit facility | |||
Disclosure of detailed information about borrowings [line items] | |||
Facility | 800,000 | $ 800,000 | 385,000 |
Carrying amount | 0 | 0 | |
Lease liabilities | |||
Disclosure of detailed information about borrowings [line items] | |||
Carrying amount | $ 12,274 | $ 12,555 |
Loans and borrowings - Footnote
Loans and borrowings - Footnote Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 19, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Disclosure of detailed information about borrowings [line items] | ||||
Accelerated amortization of deferred financing fees | $ 15,094,000 | $ 0 | ||
Borrowings | $ 1,260,544,000 | 510,754,000 | ||
Canadian prime rate | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Adjustment to ABR rate basis (as a percent) | 1% | |||
Term SOFR | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Adjustment to ABR rate basis (as a percent) | 1% | |||
Federal funds effective rate | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Adjustment to ABR rate basis (as a percent) | 0.50% | |||
First Lien Credit Facilities | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Borrowings | $ 1,248,270,000 | 498,199,000 | ||
First Lien Credit Facilities | CAD | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Borrowings | 0 | 0 | ||
First Lien Credit Facilities | Pound sterling | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Borrowings | 0 | 0 | ||
First Lien Credit Facilities | EUR | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Borrowings | $ 0 | 0 | ||
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 | Euro InterBank Offered Rate | EUR | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Adjustment to interest rate basis (as a percent) | 2.50% | |||
First Lien Credit Facilities | Sterling Overnight Index Average | Pound sterling | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Adjustment to interest rate basis (as a percent) | 2.50% | |||
First Lien Credit Facilities | Consolidated Omnibus Budget Reconciliation Act Rate | CAD | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Adjustment to interest rate basis (as a percent) | 2.50% | |||
Term loan | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Borrowing facility capacity available, minimum | $ 500,452,000 | |||
Facility | $ 1,275,000,000 | $ 1,275,000,000 | $ 504,292,000 | |
Interest rate (as a percent) | 1% | 8.46% | 6.89% | |
Term extension | 5 years | |||
Accelerated amortization of deferred financing fees | $ 15,094,000 | |||
Borrowings | 1,275,000,000 | $ 1,248,270,000 | $ 498,199,000 | |
Borrowing costs incurred | 26,539,000 | |||
Term loan | Alternate base rate | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Adjustment to interest rate basis (as a percent) | 4% | |||
Term loan | Term SOFR | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Adjustment to interest rate basis (as a percent) | 3% | |||
Revolving credit facility | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Borrowing facility capacity available, minimum | $ 385,000,000 | |||
Facility | $ 800,000,000 | $ 800,000,000 | 385,000,000 | |
Term extension | 4 years | |||
Borrowings | $ 0 | $ 0 | ||
Revolving credit facility | Alternate base rate | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Adjustment to interest rate basis (as a percent) | 1.50% | |||
Revolving credit facility | Term SOFR | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Adjustment to interest rate basis (as a percent) | 2.50% |
Loans and borrowings - Narrativ
Loans and borrowings - Narrative (Details) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2023 USD ($) | Mar. 31, 2028 | Mar. 31, 2025 | Oct. 01, 2023 | Sep. 29, 2023 | Jun. 30, 2023 USD ($) | Feb. 22, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Disclosure of detailed information about borrowings [line items] | ||||||||
Total leverage ratio | 5 | 7 | ||||||
Carrying amount | $ 1,260,544 | $ 510,754 | ||||||
Weighted average incremental borrowing rates used to discount outstanding leases (as a percent) | 4.30% | 4.37% | ||||||
Increase (decrease) in leverage ratio | 0.25 | |||||||
Term SOFR | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Adjustment to ABR rate basis (as a percent) | 1% | |||||||
Federal funds effective rate | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Adjustment to ABR rate basis (as a percent) | 0.50% | |||||||
Canadian prime rate | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Adjustment to ABR rate basis (as a percent) | 1% | |||||||
Letter of Credit Facilities | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Carrying amount | $ 56,175 | $ 46,125 | ||||||
Reducing revolving credit facility | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Line of credit, permanent quarterly reduction | $ 10,000 | |||||||
Increase (decrease) in leverage ratio | 0.25 | |||||||
Reducing revolving credit facility | Minimum | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Interest coverage ratio | 2.50 | |||||||
Reducing revolving credit facility | Maximum | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Total leverage ratio | 4.50 | |||||||
Reducing revolving credit facility | Entering Into Debt Agreement | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Revolving credit facility amount | $ 800,000 | |||||||
Reducing revolving credit facility | Entering Into Debt Agreement | Term SOFR | Minimum | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Adjustment to interest rate basis (as a percent) | 2.50% | |||||||
Reducing revolving credit facility | Entering Into Debt Agreement | Term SOFR | Maximum | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Adjustment to interest rate basis (as a percent) | 3.25% | |||||||
Reducing revolving credit facility | Entering Into Debt Agreement | Adjusted Base Rate | Term SOFR | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Adjustment to interest rate basis (as a percent) | 0.10% | |||||||
Reducing revolving credit facility | Entering Into Debt Agreement | Alternate base rate | Term SOFR | Minimum | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Adjustment to interest rate basis (as a percent) | 1.50% | |||||||
Reducing revolving credit facility | Entering Into Debt Agreement | Alternate base rate | Term SOFR | Maximum | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Adjustment to interest rate basis (as a percent) | 2.25% | |||||||
Forecast | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Total leverage ratio | 4 | |||||||
Forecast | Reducing revolving credit facility | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Total leverage ratio | 3.50 |
Loans and borrowings - Amounts
Loans and borrowings - Amounts Recognized Related to Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of detailed information about borrowings [line items] | ||
Interest expense on lease liabilities | $ 659 | $ 573 |
Foreign exchange loss (gain) | (10,101) | (15,752) |
Lease liabilities | ||
Disclosure of detailed information about borrowings [line items] | ||
Interest expense on lease liabilities | 659 | 573 |
Foreign exchange loss (gain) | 151 | (560) |
Amounts recognized in statements of profit or loss and comprehensive income or loss related to lease liabilities | $ 810 | $ 13 |
Share capital - Narrative (Deta
Share capital - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Mar. 05, 2024 $ / shares | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) shares | Mar. 20, 2023 shares | Mar. 08, 2023 | Mar. 07, 2022 shares | Feb. 28, 2022 | |
Disclosure of classes of share capital [line items] | |||||||
Payments to acquire or redeem entity's shares | $ | $ 56,042 | $ 166,609 | |||||
Normal course issuer bid | |||||||
Disclosure of classes of share capital [line items] | |||||||
Number of shares for repurchase as a percentage of public float (percent) | 10% | 10% | |||||
Subordinate Voting Shares | |||||||
Disclosure of classes of share capital [line items] | |||||||
Number of votes per share | vote | 1 | ||||||
Maximum number of shares for repurchase (in shares) | 5,556,604 | 6,617,416 | |||||
Shares repurchased and cancelled (in shares) | 1,350,000 | 3,660,743 | |||||
Issuance for acquisitions (in shares) | 1,252,112 | ||||||
Issuance for acquisition | $ | $ 8,167 | ||||||
Subordinate Voting Shares and Multiple Voting Shares | |||||||
Disclosure of classes of share capital [line items] | |||||||
Dividends, per share, declared (in usd per share) | $ / shares | $ 0.20 | ||||||
Subordinate Voting Shares and Multiple Voting Shares | Approval and Declaration of Dividend | |||||||
Disclosure of classes of share capital [line items] | |||||||
Dividends, per share, declared (in usd per share) | $ / shares | $ 0.10 | ||||||
Multiple Voting Shares | |||||||
Disclosure of classes of share capital [line items] | |||||||
Number of votes per share | vote | 10 |
Share capital - Outstanding Sha
Share capital - Outstanding Share Capital (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Changes in number of shares outstanding [abstract] | ||
Balance - Beginning of year (in shares) | shares | 139,526,227 | |
Exercise of equity-settled share-based payments arrangements (in shares) | shares | 719,853 | 100,257 |
Balance - End of year (in shares) | shares | 139,428,339 | 139,526,227 |
Changes in equity [abstract] | ||
Balance - Beginning of year | $ 1,972,592 | |
Exercise of equity-settled share-based payments | 8,167 | $ 2,072 |
Balance - End of year | $ 1,969,734 | $ 1,972,592 |
Subordinate Voting Shares | ||
Changes in number of shares outstanding [abstract] | ||
Balance - Beginning of year (in shares) | shares | 63,461,608 | 66,929,432 |
Exercise of equity-settled share-based payments arrangements (in shares) | shares | 1,252,112 | 192,919 |
Share repurchase under NCIB (in shares) | shares | (1,350,000) | (3,660,743) |
Balance - End of year (in shares) | shares | 63,363,720 | 63,461,608 |
Changes in equity [abstract] | ||
Balance - Beginning of year | $ 1,571,801 | $ 1,656,314 |
Exercise of equity-settled share-based payments | 30,520 | 6,061 |
Share repurchase under NCIB | (33,378) | (90,574) |
Issuance for acquisition | 8,167 | |
Balance - End of year | $ 1,568,943 | $ 1,571,801 |
Multiple Voting Shares | ||
Changes in number of shares outstanding [abstract] | ||
Balance - Beginning of year (in shares) | shares | 76,064,619 | 76,064,619 |
Balance - End of year (in shares) | shares | 76,064,619 | |
Changes in equity [abstract] | ||
Balance - Beginning of year | $ 400,791 | $ 400,791 |
Balance - End of year | $ 400,791 |
Share capital - Share Repurchas
Share capital - Share Repurchase Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure Of Share Capital, Reserves And Other Equity Interest [Abstract] | ||
Balance - Beginning of year | $ 0 | $ 0 |
Initial fair value of share repurchase liability | 55,471 | 43,923 |
Shares repurchased under the ASPP | 56,042 | 36,774 |
Change in fair value of share repurchase liability | 571 | (5,710) |
Other | 0 | (1,439) |
Balance - end of year | $ 0 | $ 0 |
Revenue and expenses by natur_2
Revenue and expenses by nature - Schedule of Revenue and Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | $ 1,189,893 | $ 843,323 |
Cost of revenue | 222,906 | 171,425 |
Selling, general and administrative expenses | ||
Commissions | 221,720 | 113,287 |
Employee compensation | 204,479 | 155,359 |
Share-based payments | 134,609 | 139,103 |
Depreciation and amortization | 136,423 | 101,492 |
Professional fees | 56,079 | 32,387 |
Transaction losses (recovery) | 7,928 | (143) |
Contingent consideration adjustment | 0 | (992) |
Other | 88,852 | 50,473 |
Selling, general and administrative expenses | 850,090 | 590,966 |
Processing cost | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Cost of revenue | 218,063 | 166,995 |
Cost of goods sold | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Cost of revenue | 4,843 | 4,430 |
Merchant transaction and processing services revenue | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | 1,177,881 | 835,093 |
Other revenue | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | 8,892 | 8,230 |
Interest revenue | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | $ 3,120 | $ 0 |
Net finance costs (Details)
Net finance costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finance income | ||
Interest on advances to third parties and interest income | $ (9,283) | $ (13,694) |
Finance cost | ||
Interest on loans and borrowings (excluding lease liabilities) | 103,278 | 26,186 |
Change in fair value of share repurchase liability | 571 | (5,710) |
Interest expense on lease liabilities | 659 | 573 |
Other interest expense | 1,732 | 1,792 |
Accelerated amortization of deferred financing fees | 15,094 | 0 |
Finance cost | 121,334 | 22,841 |
Net finance cost | $ 112,051 | $ 9,147 |
Share-based payment arrangeme_3
Share-based payment arrangements - Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Feb. 22, 2023 USD ($) shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2017 shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Stock options granted (in shares) | 49,068 | 41,845 | |||
Share-based payments (note 16) | $ | $ 9,826 | ||||
Dividend yield (percent) | 0% | 0% | |||
Number of options outstanding (in shares) | 8,147,423 | 8,594,289 | 8,847,218 | ||
Paya Inc. | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Stock options granted (in shares) | 414,606 | ||||
Share-based payments (note 16) | $ | $ 9,826 | ||||
Restricted share units | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Share units granted (in shares) | 3,410,312 | 3,067,155 | |||
Restricted share units | Paya Inc. | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Share units granted (in shares) | 909,735 | ||||
PSUs | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Share units granted (in shares) | 0 | 383,262 | |||
Maximum payout of units (in percent) | 2 | ||||
Potential additional shares that could be issued (in shares) | 383,262 | ||||
Omnibus Incentive Plan | Options | Maximum | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Vesting period (in years) | 5 years | ||||
Omnibus Incentive Plan | Restricted share units | |||||
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] | |||||
Number of shares authorized for issuance | 11,704,100 | ||||
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 | ||||
Paya Equity Plan | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Number of shares authorized for issuance | 1,324,341 | ||||
Paya Equity Plan | Paya Inc. | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Expense from share-based payment transactions with employees | $ | $ 11,937 | ||||
Key management personnel | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Number of options outstanding (in shares) | 4,361,589 | 4,368,267 |
Share-based payment arrangeme_4
Share-based payment arrangements - Summary of Share-based Awards (Details) | 12 Months Ended | ||
Feb. 22, 2023 shares | Dec. 31, 2023 shares $ / shares | Dec. 31, 2022 shares $ / shares | |
Stock Options [Abstract] | |||
Stock options outstanding, beginning of year (in shares) | 8,594,289 | 8,847,218 | |
Stock options forfeited (in shares) | (190,687) | (194,517) | |
Replacement awards in a business combination (in shares) | 414,606 | ||
Stock options granted (in shares) | 49,068 | 41,845 | |
Dividend equivalents (in shares) | 0 | ||
Stock options exercised (in shares) | (719,853) | (100,257) | |
Stock options outstanding, end of year (in shares) | 8,147,423 | 8,594,289 | |
Stock options exercisable (in shares) | 4,180,568 | 3,762,900 | |
Weighted average grant date fair value, stock options (in dollars per share) | $ / shares | $ 18.15 | $ 7.01 | |
Weighted average exercise price, stock options outstanding, beginning of year (in dollars per share) | $ / shares | 56.24 | 55.87 | |
Weighted average exercise price, stock options forfeited (in dollars per share) | $ / shares | 70.28 | 53.96 | |
Weighted average exercise price, stock options replacement awards in a business combination (in dollars per share) | $ / shares | 19.71 | ||
Weighted average exercise price, stock options granted (in dollars per share) | $ / shares | 28.75 | 37.97 | |
Weighted average exercise price, stock options dividend equivalents (in dollars per share) | $ / shares | 0 | ||
Weighted average exercise price, stock options exercised (in dollars per share) | $ / shares | 11.28 | 20.69 | |
Weighted average exercise price, stock options outstanding, end of year (in dollars per share) | $ / shares | 57.86 | 56.24 | |
Weighted average exercise price, stock options exercisable (in dollars per share) | $ / shares | $ 28.51 | $ 22.30 | |
Paya Inc. | |||
Stock Options [Abstract] | |||
Stock options granted (in shares) | 414,606 | ||
Restricted share units | |||
Share Units [Abstract] | |||
Share units outstanding, beginning of year (in shares) | 3,892,643 | 972,097 | |
Share units forfeited (in shares) | (375,233) | (53,947) | |
Replacement awards in a business combination (in shares) | 909,735 | ||
Share units granted (in shares) | 3,410,312 | 3,067,155 | |
Dividend equivalents (in shares) | 52,081 | ||
Share units exercised (in shares) | (532,259) | (92,662) | |
Share units outstanding, end of year (in shares) | 7,357,279 | 3,892,643 | |
Share units exercisable (in shares) | 1,289,637 | 241,732 | |
Weighted average grant date fair value, share units (in dollars per share) | $ / shares | $ 22.15 | $ 38.45 | |
Restricted share units | Paya Inc. | |||
Share Units [Abstract] | |||
Share units granted (in shares) | 909,735 | ||
Performance share units | |||
Share Units [Abstract] | |||
Share units outstanding, beginning of year (in shares) | 1,778,431 | 1,395,169 | |
Share units forfeited (in shares) | (454,132) | 0 | |
Replacement awards in a business combination (in shares) | 0 | ||
Share units granted (in shares) | 0 | 383,262 | |
Dividend equivalents (in shares) | 8,604 | ||
Share units exercised (in shares) | 0 | 0 | |
Share units outstanding, end of year (in shares) | 1,332,903 | 1,778,431 | |
Share units exercisable (in shares) | 142,565 | 141,122 | |
Weighted average grant date fair value, share units (in dollars per share) | $ / shares | $ 19.62 | $ 49.76 | |
Deferred share units | |||
Share Units [Abstract] | |||
Share units outstanding, beginning of year (in shares) | 48,596 | 10,371 | |
Share units forfeited (in shares) | 0 | 0 | |
Replacement awards in a business combination (in shares) | 0 | ||
Share units granted (in shares) | 64,425 | 38,225 | |
Dividend equivalents (in shares) | 814 | ||
Share units exercised (in shares) | 0 | 0 | |
Share units outstanding, end of year (in shares) | 113,835 | 48,596 | |
Share units exercisable (in shares) | 113,835 | 48,596 | |
Weighted average grant date fair value, share units (in dollars per share) | $ / shares | $ 24.41 | $ 30.79 |
Share-based payment arrangeme_5
Share-based payment arrangements - Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangements [Abstract] | ||
Share price (in dollars per share) | $ 31.49 | $ 37.97 |
Exercise price (in dollars per share) | $ 19.71 | $ 37.97 |
Risk free interest rate (percent) | 4% | 2.98% |
Expected volatility (percent) | 35.50% | 41.30% |
Dividend yield (percent) | 0% | 0% |
Expected term (in years) | 6 | 1.1 |
Share-based payment arrangeme_6
Share-based payment arrangements - Summary of Options Outstanding and Exercisable (Details) | 12 Months Ended | ||
Dec. 31, 2023 shares $ / shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | |
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Number of options outstanding (in shares) | 8,147,423 | 8,594,289 | 8,847,218 |
Weighted average remaining contractual term of options outstanding (in years) | 6 years 7 months 6 days | ||
Number of options exercisable (in shares) | 4,180,568 | 3,762,900 | |
Weighted average remaining contractual term of options exercisable (in years) | 5 years 8 months 12 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) | 836,314 | ||
Weighted average remaining contractual term of options outstanding (in years) | 4 years 2 months 12 days | ||
Number of options exercisable (in shares) | 836,314 | ||
Weighted average remaining contractual term of options exercisable (in years) | 4 years 2 months 12 days | ||
3.42 – 4.00 | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Number of options outstanding (in shares) | 720,597 | ||
Weighted average remaining contractual term of options outstanding (in years) | 4 years 8 months 12 days | ||
Number of options exercisable (in shares) | 720,597 | ||
Weighted average remaining contractual term of options exercisable (in years) | 4 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) | 43,699 | ||
Weighted average remaining contractual term of options outstanding (in years) | 5 years 1 month 6 days | ||
Number of options exercisable (in shares) | 43,699 | ||
Weighted average remaining contractual term of options exercisable (in years) | 5 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) | 552,026 | ||
Weighted average remaining contractual term of options outstanding (in years) | 6 years 1 month 6 days | ||
Number of options exercisable (in shares) | 376,529 | ||
Weighted average remaining contractual term of options exercisable (in years) | 6 years 1 month 6 days | ||
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 | ||
17.99 – 37.51 | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Number of options outstanding (in shares) | 2,350,983 | ||
Weighted average remaining contractual term of options outstanding (in years) | 6 years 10 months 24 days | ||
Number of options exercisable (in shares) | 1,230,029 | ||
Weighted average remaining contractual term of options exercisable (in years) | 6 years 9 months 18 days | ||
17.99 – 37.51 | Minimum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 17.99 | ||
17.99 – 37.51 | Maximum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 37.51 | ||
47.21 – 78.58 | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Number of options outstanding (in shares) | 711,251 | ||
Weighted average remaining contractual term of options outstanding (in years) | 5 years 7 months 6 days | ||
Number of options exercisable (in shares) | 610,181 | ||
Weighted average remaining contractual term of options exercisable (in years) | 5 years 3 months 18 days | ||
47.21 – 78.58 | Minimum | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Exercise price (in dollars per share) | $ / shares | $ 47.21 | ||
47.21 – 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) | 2,932,553 | ||
Weighted average remaining contractual term of options outstanding (in years) | 7 years 9 months 18 days | ||
Number of options exercisable (in shares) | 363,219 | ||
Weighted average remaining contractual term of options exercisable (in years) | 7 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 |
Income taxes - Variations of In
Income taxes - Variations of Income Tax Expense (Recovery) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of tax expense | ||
Income (loss) before income taxes | $ 14,947 | $ 87,537 |
Statutory tax rates (in percent) | 2,650% | 2,650% |
Income tax expense at statutory income tax rate | $ 3,961 | $ 23,197 |
Permanent difference items | (3,974) | 2,564 |
Foreign income tax rate differences | (23,692) | (22,071) |
Adjustments in respect of prior year | 426 | (2,385) |
Change in unrecognized deductible (taxable) temporary differences | 14,675 | (2,600) |
Share-based payments | 23,259 | 26,984 |
Other | 988 | (107) |
Total tax expense | $ 15,643 | $ 25,582 |
Income taxes - Details of Incom
Income taxes - Details of Income Tax Expense (Recovery) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Current tax expense (recovery) | $ 43,591 | $ 38,527 |
Deferred tax expense (recovery) | (27,948) | (12,945) |
Total tax expense | $ 15,643 | $ 25,582 |
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, 2023 | Dec. 31, 2022 | |
Current tax expense (recovery) | ||
Current | $ 43,391 | $ 38,139 |
Adjustment of prior year income tax expense | 200 | 388 |
Current tax expense (recovery) | 43,591 | 38,527 |
Deferred tax expense (recovery) | ||
Origination and reversal of temporary differences | (42,849) | (7,571) |
Change in unrecognized deductible (taxable) temporary differences | 14,675 | (2,600) |
Adjustment of prior year income tax expense (recovery) | 226 | (2,774) |
Deferred tax expense (recovery) | $ (27,948) | $ (12,945) |
Income taxes - Changes In Defer
Income taxes - Changes In Deferred Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | $ (44,532) | $ (58,064) |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 27,948 | 12,945 |
Business combinations | (131,510) | 1,299 |
Equity | (748) | (2,293) |
Foreign currency exchange differences | 1,257 | 1,581 |
Net deferred tax assets (liabilities) | (147,585) | (44,532) |
Share-based payments | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | 3,128 | 4,314 |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 5,551 | 1,798 |
Business combinations | 1,027 | 0 |
Equity | (748) | (2,887) |
Foreign currency exchange differences | 55 | (97) |
Net deferred tax assets (liabilities) | 9,013 | 3,128 |
Net operating tax losses carried forward | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | 6,432 | 4,018 |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | (4,996) | 468 |
Business combinations | 6,863 | 1,272 |
Equity | 0 | 594 |
Foreign currency exchange differences | (2,468) | 80 |
Net deferred tax assets (liabilities) | 5,831 | 6,432 |
Intangible assets | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | 6,460 | 3,925 |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | (6,460) | 2,526 |
Business combinations | 0 | 0 |
Equity | 0 | 0 |
Foreign currency exchange differences | 0 | 9 |
Net deferred tax assets (liabilities) | 0 | 6,460 |
Accrued liabilities | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | 3,830 | 2,924 |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 3,358 | 883 |
Business combinations | 1,399 | 27 |
Equity | 0 | 0 |
Foreign currency exchange differences | (1,519) | (4) |
Net deferred tax assets (liabilities) | 7,068 | 3,830 |
Other | ||
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) | 17,079 | |
Business combinations | 2,955 | |
Equity | 0 | |
Foreign currency exchange differences | 3,610 | |
Net deferred tax assets (liabilities) | 23,644 | 0 |
Total deferred tax assets | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | 19,850 | |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 14,532 | |
Business combinations | 12,244 | |
Equity | (748) | |
Foreign currency exchange differences | (322) | |
Net deferred tax assets (liabilities) | 45,556 | 19,850 |
Total deferred tax assets | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | 19,850 | 15,181 |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 5,675 | |
Business combinations | 1,299 | |
Equity | (2,293) | |
Foreign currency exchange differences | (12) | |
Net deferred tax assets (liabilities) | 19,850 | |
Intangible assets | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | (62,535) | (70,043) |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 12,758 | 5,728 |
Business combinations | (142,620) | 0 |
Equity | 0 | 0 |
Foreign currency exchange differences | 827 | 1,780 |
Net deferred tax assets (liabilities) | (191,570) | (62,535) |
Other | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | (661) | (1,800) |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 661 | 1,134 |
Business combinations | 0 | 0 |
Equity | 0 | 0 |
Foreign currency exchange differences | 0 | 5 |
Net deferred tax assets (liabilities) | 0 | (661) |
Property and equipment | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | (413) | (905) |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | (21) | 684 |
Business combinations | (1,134) | 0 |
Equity | 0 | 0 |
Foreign currency exchange differences | (1) | (192) |
Net deferred tax assets (liabilities) | (1,569) | (413) |
Deferred costs | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | (773) | (497) |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 18 | (276) |
Business combinations | 0 | 0 |
Equity | 0 | 0 |
Foreign currency exchange differences | 753 | 0 |
Net deferred tax assets (liabilities) | (2) | (773) |
Total deferred tax liabilities | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | (64,382) | |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 13,416 | |
Business combinations | (143,754) | |
Equity | 0 | |
Foreign currency exchange differences | 1,579 | |
Net deferred tax assets (liabilities) | (193,141) | (64,382) |
Total deferred tax liabilities | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Net deferred tax assets (liabilities) | $ (64,382) | (73,245) |
Changes in deferred income taxes [abstract] | ||
Recognized in net income (loss) | 7,270 | |
Business combinations | 0 | |
Equity | 0 | |
Foreign currency exchange differences | 1,593 | |
Net deferred tax assets (liabilities) | $ (64,382) |
Income taxes - Deferred Income
Income taxes - Deferred Income Taxes on Consolidated Statements of Financial Position (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Income Taxes [Abstract] | |||
Deferred tax assets | $ 4,336 | $ 17,172 | |
Deferred tax liabilities | (151,921) | (61,704) | |
Net deferred tax assets (liabilities) | $ (147,585) | $ (44,532) | $ (58,064) |
Income taxes - Unrecognized Def
Income taxes - Unrecognized Deferred Income Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Abstract] | ||
Net operating tax losses carried forward | $ 41,838 | $ 24,973 |
Unused tax credits | 2,356 | 515 |
Deductible temporary differences, including capital losses | $ 22,715 | $ 26,312 |
Income taxes - Net Operating Ta
Income taxes - Net Operating Tax Losses Carried Forward by Expiration (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Abstract] | ||
Gross amount of net operating tax losses carried forward, expire | $ 148,354 | $ 91,163 |
Gross amount of net operating tax losses carried forward, never expire | 14,685 | 4,586 |
Gross amount of net operating tax losses carried forward | 163,039 | 95,749 |
Tax-effected, expire | 39,314 | 24,165 |
Tax-effected, never expire | 2,524 | 808 |
Tax-effected | $ 41,838 | $ 24,973 |
Income taxes - Schedule of Unus
Income taxes - Schedule of Unused Tax Credits (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Abstract] | ||
Expire | $ 2,356 | $ 515 |
Never expire | 0 | 0 |
Total unused tax credits | $ 2,356 | $ 515 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Minimum | |
Schedule Of Income Taxes [Line Items] | |
Deferred tax expense (income) relating to tax rate changes or imposition of new taxes | $ 7 |
Maximum | |
Schedule Of Income Taxes [Line Items] | |
Deferred tax expense (income) relating to tax rate changes or imposition of new taxes | $ 10 |
Net income (loss) per share (De
Net income (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings per share [abstract] | ||
Net income (loss) attributable to common shareholders of the Company - Basic | $ (7,835) | $ 56,732 |
Net income (loss) attributable to common shareholders of the Company - Diluted | $ (7,835) | $ 56,732 |
Weighted average number of common shares outstanding – basic (in shares) | 139,248,530 | 141,555,788 |
Effect of dilutive securities (in shares) | 0 | 3,047,697 |
Weighted average number of common shares outstanding – diluted (in shares) | 139,248,530 | 144,603,485 |
Basic earnings (loss) per share (in dollars per share) | $ (0.06) | $ 0.40 |
Diluted earnings (loss) per share (in dollars per share) | $ (0.06) | $ 0.39 |
Operating segments - Narrative
Operating segments - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Operating Segments [Abstract] | |
Number of reportable segments | 1 |
Operating segments - Revenue an
Operating segments - Revenue and Non-Current Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of geographical areas [line items] | ||
Revenue | $ 1,189,893 | $ 843,323 |
Non-current assets | 3,326,714 | 1,842,466 |
North America | ||
Disclosure of geographical areas [line items] | ||
Revenue | 642,601 | 336,563 |
Europe, Middle East and Africa | ||
Disclosure of geographical areas [line items] | ||
Revenue | 487,802 | 465,935 |
Latin America | ||
Disclosure of geographical areas [line items] | ||
Revenue | 51,365 | 33,105 |
Asia Pacific | ||
Disclosure of geographical areas [line items] | ||
Revenue | 8,125 | 7,720 |
Canada | ||
Disclosure of geographical areas [line items] | ||
Non-current assets | 1,015,658 | 1,005,845 |
United States | ||
Disclosure of geographical areas [line items] | ||
Non-current assets | 1,672,611 | 207,948 |
European Union | ||
Disclosure of geographical areas [line items] | ||
Non-current assets | 635,885 | 625,411 |
Rest of the world | ||
Disclosure of geographical areas [line items] | ||
Non-current assets | $ 2,560 | $ 3,262 |
Financial instruments and com_3
Financial instruments and commitments - Maturities of Financial Liabilities and Purchase Commitments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Carrying amount | ||
Due to merchants | $ 1,455,376 | $ 823,666 |
Carrying amount | 1,260,544 | 510,754 |
Segregated funds | (1,455,376) | $ (823,666) |
Liquidity risk | ||
Carrying amount | ||
Trade and other payables (excluding sales tax) | 172,120 | |
Due to merchants | 1,455,376 | |
Carrying amount | 1,248,270 | |
Lease liabilities | 12,274 | |
Other liabilities | 18,233 | |
Financial liabilities and purchase commitments | 2,906,273 | |
Segregated funds | (1,455,376) | |
Financial liabilities and purchase commitments, net of segregated funds | 1,450,897 | |
Contractual cash flows | ||
Trade and other payables (excluding sales tax) | 172,120 | |
Due to merchants | 1,455,376 | |
Credit facility | 2,029,633 | |
Lease liabilities | 13,032 | |
Other liabilities | 17,750 | |
Contractual commitments | 75,000 | |
Financial liabilities and purchase commitments | 3,762,911 | |
Segregated funds | (1,455,376) | |
Financial liabilities and purchase commitments, net of segregated funds | 2,307,535 | |
Less than 1 year | Liquidity risk | ||
Contractual cash flows | ||
Trade and other payables (excluding sales tax) | 172,120 | |
Due to merchants | 1,455,376 | |
Credit facility | 128,042 | |
Lease liabilities | 4,859 | |
Other liabilities | 7,586 | |
Contractual commitments | 6,833 | |
Financial liabilities and purchase commitments | 1,774,816 | |
Segregated funds | (1,455,376) | |
Financial liabilities and purchase commitments, net of segregated funds | 319,440 | |
1 to 5 years | Liquidity risk | ||
Contractual cash flows | ||
Trade and other payables (excluding sales tax) | 0 | |
Due to merchants | 0 | |
Credit facility | 604,105 | |
Lease liabilities | 6,897 | |
Other liabilities | 10,164 | |
Contractual commitments | 48,730 | |
Financial liabilities and purchase commitments | 669,896 | |
Segregated funds | 0 | |
Financial liabilities and purchase commitments, net of segregated funds | 669,896 | |
More than 5 years | Liquidity risk | ||
Contractual cash flows | ||
Trade and other payables (excluding sales tax) | 0 | |
Due to merchants | 0 | |
Credit facility | 1,297,486 | |
Lease liabilities | 1,276 | |
Other liabilities | 0 | |
Contractual commitments | 19,437 | |
Financial liabilities and purchase commitments | 1,318,199 | |
Segregated funds | 0 | |
Financial liabilities and purchase commitments, net of segregated funds | $ 1,318,199 |
Financial instruments and com_4
Financial instruments and commitments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |||
Cash and cash equivalents | $ 170,435 | $ 751,686 | $ 748,576 |
Unused credit facilities | $ 800,000 | ||
Currency risk | |||
Disclosure of nature and extent of risks arising from financial instruments [line items] | |||
Reasonably possible increase in risk variable (percent) | 10% | ||
Reasonably possible decrease in risk variable (percent) | 10% | ||
Currency risk | Currencies other than US Dollar | Revenues | |||
Disclosure of nature and extent of risks arising from financial instruments [line items] | |||
Concentration risk (percent) | 46% | ||
Currency risk | Currencies other than US Dollar | Expenses | |||
Disclosure of nature and extent of risks arising from financial instruments [line items] | |||
Concentration risk (percent) | 36% | ||
Currency risk | EUR | Revenues | |||
Disclosure of nature and extent of risks arising from financial instruments [line items] | |||
Concentration risk (percent) | 10% | ||
Interest rate risk | |||
Disclosure of nature and extent of risks arising from financial instruments [line items] | |||
Reasonably possible increase in risk variable (percent) | 1% | 1% | |
Reasonably possible decrease in risk variable (percent) | 1% | ||
Increase (decrease) in profit (loss) due increase in risk variable | $ (9,750) | $ 1,073 | |
Increase (decrease) in profit (loss) due to reasonably possible decrease in risk variable | $ 9,750 | $ (1,073) |
Financial instruments and com_5
Financial instruments and commitments - Foreign Currency Exposure (Details) - Currency risk - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | $ (8,254) | $ 17,767 |
Trade and other payables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (94,230) | |
Lease liabilities | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (3,663) | |
Cash | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 57,986 | |
Trade and other receivables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 31,653 | |
CAD | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 967 | (790) |
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 | (20,958) | |
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 | 2,106 | |
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 | 19,819 | |
EUR | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (2,467) | 18,720 |
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 | (24,435) | |
EUR | Lease liabilities | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (1,511) | |
EUR | Cash | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 19,525 | |
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 | 3,954 | |
MXN | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (9,337) | 0 |
MXN | Trade and other payables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (26,487) | |
MXN | Lease liabilities | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 0 | |
MXN | Cash | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 15,532 | |
MXN | Trade and other receivables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 1,618 | |
ILS | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (9,730) | (12,632) |
ILS | Trade and other payables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (12,548) | |
ILS | Lease liabilities | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (918) | |
ILS | Cash | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 3,311 | |
ILS | Trade and other receivables | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 425 | |
Other | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 12,313 | $ 12,469 |
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 | (9,802) | |
Other | Lease liabilities | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | (1,234) | |
Other | Cash | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Risk exposure associated with instruments sharing characteristic | 17,512 | |
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 | $ 5,837 |
Financial instruments and com_6
Financial instruments and commitments - Currency Risk Effect on Equity and Net Income (Details) - Currency risk - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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) | $ (826) | $ 1,777 |
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) | 97 | (79) |
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) | (247) | 1,872 |
MXN | ||
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) | (934) | 0 |
ILS | ||
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) | (973) | (1,263) |
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) | $ 1,231 | $ 1,247 |
Determination of fair values -
Determination of fair values - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure Of Fair Value Measurement Of Assets And Liabilities [Line Items] | ||
Assets at fair value | $ 5,135,267 | $ 3,524,669 |
Liabilities at fair value | 3,091,052 | 1,545,179 |
Level 1 | Investments measured at fair value through profit or loss | ||
Disclosure Of Fair Value Measurement Of Assets And Liabilities [Line Items] | ||
Assets at fair value | 1,255 | 1,002 |
Level 2 | Derivative financial liability - Interest rate swap | ||
Disclosure Of Fair Value Measurement Of Assets And Liabilities [Line Items] | ||
Liabilities at fair value | 7,780 | 0 |
Level 2 | Investments measured at fair value through profit or loss | ||
Disclosure Of Fair Value Measurement Of Assets And Liabilities [Line Items] | ||
Assets at fair value | 677 | 0 |
Level 3 | Investments measured at fair value through profit or loss | ||
Disclosure Of Fair Value Measurement Of Assets And Liabilities [Line Items] | ||
Assets at fair value | 2,444 | 2,148 |
Level 3 | Investment in equity instrument designated at fair value through other comprehensive income | ||
Disclosure Of Fair Value Measurement Of Assets And Liabilities [Line Items] | ||
Assets at fair value | 25,862 | 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 | $ 0 | $ 2,154 |
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, 2023 | Dec. 31, 2022 | |
LPP put option liability | ||
Reconciliation of changes in fair value measurement, liabilities [abstract] | ||
Beginning balance | $ 0 | $ 531 |
Settlement | 0 | |
Acquisition | 0 | |
Fair value remeasurement | 0 | (531) |
Ending balance | 0 | 0 |
Contingent considerations | ||
Reconciliation of changes in fair value measurement, liabilities [abstract] | ||
Beginning balance | 0 | 3,004 |
Settlement | (2,012) | |
Acquisition | 0 | |
Fair value remeasurement | 0 | (992) |
Ending balance | 0 | 0 |
Advances to a third party independent sales organization | ||
Changes in fair value measurement, assets [abstract] | ||
Beginning balance | 2,154 | 16,616 |
Acquisition | 0 | 0 |
Merchant residuals received, net of interest on advances to a third parties | (108) | (1,495) |
Settlement of advances to a third party | (2,046) | (12,967) |
Fair value remeasurement | 0 | 0 |
Ending balance | 0 | 2,154 |
Investments measured at fair value through profit or loss | ||
Changes in fair value measurement, assets [abstract] | ||
Beginning balance | 2,148 | 1,148 |
Acquisition | 1,270 | 1,000 |
Fair value remeasurement | (974) | 0 |
Ending balance | 2,444 | 2,148 |
Investment measured at fair value through other comprehensive income | ||
Changes in fair value measurement, assets [abstract] | ||
Beginning balance | 0 | 0 |
Acquisition | 25,000 | |
Effect of movements in exchange rates | 862 | |
Fair value remeasurement | 0 | 0 |
Ending balance | $ 25,862 | $ 0 |
Determination of fair values _3
Determination of fair values - Narrative (Details) $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) | Sep. 30, 2023 USD ($) | Mar. 15, 2023 USD ($) | Dec. 31, 2022 USD ($) | Apr. 07, 2022 USD ($) | Feb. 04, 2022 | Dec. 31, 2021 USD ($) |
Disclosure Of Sensitivity Analysis Of Fair Value Measurement To Changes In Unobservable Inputs. Assets And Liabilities [Line Items] | ||||||||
Purchase price | $ 1,411,261,000 | |||||||
Fair value of contingent consideration | 3,091,052,000 | $ 1,545,179,000 | ||||||
LPP NCI unitholders | ||||||||
Disclosure Of Sensitivity Analysis Of Fair Value Measurement To Changes In Unobservable Inputs. Assets And Liabilities [Line Items] | ||||||||
Obligation to purchase remaining interest (percent) | 40% | |||||||
Completed purchase obligation (in percent) | 0.40 | |||||||
Purchase obligation paid | $ 39,751,000 | |||||||
Equity investments | ||||||||
Disclosure Of Sensitivity Analysis Of Fair Value Measurement To Changes In Unobservable Inputs. Assets And Liabilities [Line Items] | ||||||||
Purchase price | $ 25,000,000 | |||||||
Interest rate swap contract | ||||||||
Disclosure Of Sensitivity Analysis Of Fair Value Measurement To Changes In Unobservable Inputs. Assets And Liabilities [Line Items] | ||||||||
Notional amount | $ 300,000,000 | |||||||
Interest rate swap contract | Fixed interest rate [member] | ||||||||
Disclosure Of Sensitivity Analysis Of Fair Value Measurement To Changes In Unobservable Inputs. Assets And Liabilities [Line Items] | ||||||||
Interest rate (as a percent) | 4.67% | |||||||
Contingent considerations | Level 3 | ||||||||
Disclosure Of Sensitivity Analysis Of Fair Value Measurement To Changes In Unobservable Inputs. Assets And Liabilities [Line Items] | ||||||||
Fair value of contingent consideration | 0 | |||||||
Maximum contingent consideration that could be paid | 0 | $ 0 | $ 3,004,000 | |||||
Contingent considerations | Level 3 | Maximum | ||||||||
Disclosure Of Sensitivity Analysis Of Fair Value Measurement To Changes In Unobservable Inputs. Assets And Liabilities [Line Items] | ||||||||
Maximum contingent consideration that could be paid | $ 250,365,000 | $ 331,658 |
Related party transactions - Ke
Related party transactions - Key Management Personnel Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party [Abstract] | ||
Salaries and short-term employee benefits | $ 8,733 | $ 6,007 |
Share-based payments | 71,730 | 71,286 |
Key management personnel compensation | $ 80,463 | $ 77,293 |
Related party transactions - Ot
Related party transactions - Other Related Party Transactions (Details) - Other - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Transaction value | ||
Expenses – Travel | $ 1,976 | $ 1,139 |
Expenses – Travel, balance outstanding | $ 745 | $ 137 |
Supplementary cash flow discl_3
Supplementary cash flow disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flow Statement [Abstract] | ||
Trade and other receivables | $ (25,085) | $ (19,714) |
Inventory | (746) | (840) |
Prepaid expenses | (1,180) | (3,771) |
Contract assets | (1,263) | (1,769) |
Trade and other payables | 15,432 | 24,266 |
Other current and non-current liabilities | 428 | (9,053) |
Changes in non-cash working capital items | $ (12,414) | $ (10,881) |
Capital disclosures (Details)
Capital disclosures (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Capital Disclosures [Abstract] | ||
Total leverage ratio | 5 | 7 |
Subsequent events (Details)
Subsequent events (Details) - USD ($) $ in Thousands | Jan. 05, 2024 | Dec. 31, 2023 |
Disclosure of non-adjusting events after reporting period [line items] | ||
Purchase price | $ 1,411,261 | |
Cash paid | $ 1,401,435 | |
Till Payments Inc. ("Till") | Major business combination | ||
Disclosure of non-adjusting events after reporting period [line items] | ||
Percentage of equity interest acquired (in percent) | 100% | |
Purchase price | $ 36,905 | |
Cash paid | 30,000 | |
Loan receivable | $ 6,905 |