| | |
| Exhibit 99.1 |
| DOCEBO INC. |
| UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION |
|
| (expressed in thousands of United States dollars) |
| | | | | | | | | | | |
| September 30, | | December 31, |
| 2022 | | 2021 |
| $ | | $ |
| Assets | | | |
| Current assets: | | | |
| Cash and cash equivalents | 212,733 | | | 215,323 | |
| Trade and other receivables (Note 4) | 30,551 | | | 27,685 | |
| Income taxes receivable | 363 | | | — | |
| Prepaids and deposits | 6,187 | | | 6,992 | |
| Net investment in finance lease | 172 | | | 99 | |
| Contract costs, net | 2,210 | | | 1,390 | |
| 252,216 | | | 251,489 | |
| Non-current assets: | | | |
| Contract costs, net | 6,810 | | | 3,849 | |
| Net investment in finance lease | 274 | | | 204 | |
| Deferred tax asset | 125 | | | — | |
| Right-of-use assets, net (Note 5) | 2,048 | | | 3,059 | |
| Property and equipment, net (Note 6) | 2,540 | | | 2,645 | |
| Intangible assets, net (Note 7) | 1,132 | | | 1,576 | |
| Goodwill (Note 8) | 5,521 | | | 5,301 | |
| 270,666 | | | 268,123 | |
| | | |
| Liabilities | | | |
| Current liabilities: | | | |
| Trade and other payables | 21,778 | | | 22,817 | |
| Income taxes payable | 150 | | | — | |
| Deferred revenue | 50,648 | | | 44,578 | |
| Contingent consideration | 1,168 | | | 467 | |
| Lease obligations (Note 5) | 1,253 | | | 1,311 | |
| | | |
| 74,997 | | | 69,173 | |
| Non-current liabilities: | | | |
| Contingent consideration | 1,150 | | | 2,236 | |
| Deferred revenue | 604 | | | 116 | |
| Lease obligations (Note 5) | 1,848 | | | 2,690 | |
| Employee benefit obligations | 2,682 | | | 2,560 | |
| Deferred tax liability | 896 | | | 692 | |
| | | |
| 82,177 | | | 77,467 | |
| | | |
| Shareholders’ equity | | | |
| Share capital (Note 10) | 267,926 | | | 266,119 | |
| Contributed surplus | 7,553 | | | 4,312 | |
| Accumulated other comprehensive (loss) income | (10,520) | | | 2,113 | |
| Deficit | (76,470) | | | (81,888) | |
| Total equity | 188,489 | | | 190,656 | |
| 270,666 | | | 268,123 | |
| | | |
| | | |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
1
| | |
| DOCEBO INC. |
| UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE LOSS |
|
| (expressed in thousands of United States dollars, except per share amounts) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| $ | | $ | | $ | | $ |
| Revenue (Note 13) | 36,966 | | | 27,068 | | | 103,957 | | | 74,441 | |
| Cost of revenue (Note 14 and 15) | 7,140 | | | 5,683 | | | 20,671 | | | 14,699 | |
| Gross profit | 29,826 | | | 21,385 | | | 83,286 | | | 59,742 | |
| | | | | | | |
| Operating expenses | | | | | | | |
| General and administrative (Note 15) | 7,824 | | | 6,817 | | | 22,796 | | | 21,178 | |
| Sales and marketing (Note 15) | 15,523 | | | 11,142 | | | 44,150 | | | 30,708 | |
| Research and development (Note 15) | 6,105 | | | 5,481 | | | 18,401 | | | 14,858 | |
| Share-based compensation (Note 11) | 1,000 | | | 745 | | | 3,624 | | | 1,662 | |
| Foreign exchange (gain) loss | (10,213) | | | (4,765) | | | (11,676) | | | 375 | |
| Depreciation and amortization (Note 5, 6 and 7) | 564 | | | 501 | | | 1,731 | | | 1,464 | |
| 20,803 | | | 19,921 | | | 79,026 | | | 70,245 | |
| Operating income (loss) | 9,023 | | | 1,464 | | | 4,260 | | | (10,503) | |
| | | | | | | |
| Finance (income) expense, net (Note 9) | (1,325) | | | 29 | | | (1,677) | | | 103 | |
| Other income | (21) | | | (21) | | | (64) | | | (64) | |
| Income (loss) before income taxes | 10,369 | | | 1,456 | | | 6,001 | | | (10,542) | |
| | | | | | | |
| Income tax expense | 95 | | | 795 | | | 583 | | | 1,631 | |
| | | | | | | |
| Net income (loss) for the periods | 10,274 | | | 661 | | | 5,418 | | | (12,173) | |
| | | | | | | |
| Other comprehensive loss (income) | | | | | | | |
| Item that may be reclassified subsequently to income: | | | | | | | |
| Exchange loss (gain) on translation of foreign operations | 10,690 | | | 4,691 | | | 12,633 | | | (575) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Comprehensive loss | (416) | | | (4,030) | | | (7,215) | | | (11,598) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Income (loss) per share - basic | 0.31 | | | 0.02 | | | 0.16 | | (0.37) |
| Income (loss) per share - diluted | 0.30 | | | 0.02 | | | 0.16 | | (0.37) |
| | | | | | | |
| Weighted average number of common shares outstanding - basic (Note 12) | 33,044,250 | | | 32,834,833 | | | 33,024,887 | | | 32,809,397 | |
| Weighted average number of common shares outstanding - diluted (Note 12) | 34,069,688 | | | 34,122,772 | | | 34,032,666 | | | 32,809,397 | |
| | | | | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
2
| | |
| DOCEBO INC. |
| UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY |
|
| (expressed in thousands of United States dollars, except number of shares) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common shares | | Contributed surplus | | Accumulated other comprehensive income (loss) | | Deficit | | Total |
| # | | $ | | $ | | $ | | $ | | $ |
| | | | | | | | | | | |
| Balance, December 31, 2020 | 32,630,536 | | | 264,357 | | | 2,537 | | | 1,699 | | | (68,287) | | | 200,306 | |
| Exercise of stock options (Note 10 and 11) | 147,025 | | | 548 | | | (160) | | | — | | | — | | | 388 | |
| Share-based compensation (Note 11) | — | | | — | | | 1,662 | | | — | | | — | | | 1,662 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Share issuance under employee share purchase plan (Note 10 and 11) | 4,945 | | | 292 | | | (48) | | | — | | | — | | | 244 | |
| Comprehensive income (loss) | — | | | — | | | — | | | 575 | | | (12,173) | | | (11,598) | |
| Balance, September 30, 2021 | 32,782,506 | | | 265,197 | | | 3,991 | | | 2,274 | | | (80,460) | | | 191,002 | |
| | | | | | | | | | | |
| Balance, December 31, 2021 | 32,857,422 | | | 266,119 | | | 4,312 | | | 2,113 | | | (81,888) | | | 190,656 | |
| Exercise of stock options (Note 10 and 11) | 9,179 | | | 151 | | | (63) | | | — | | | — | | | 88 | |
| Share-based compensation (Note 11) | — | | | — | | | 3,624 | | | — | | | — | | | 3,624 | |
| | | | | | | | | | | |
| Release of RSUs (Note 10 and 11) | 2,800 | | | 194 | | | (194) | | | — | | | — | | | — | |
| Shares issued related to contingent consideration | 15,364 | | | 700 | | | — | | | — | | | — | | | 700 | |
| | | | | | | | | | | |
| Share issuance under employee share purchase plan (Note 10 and 11) | 20,814 | | | 762 | | | (126) | | | — | | | — | | | 636 | |
| Comprehensive loss | — | | | — | | | — | | | (12,633) | | | 5,418 | | | (7,215) | |
| Balance, September 30, 2022 | 32,905,579 | | | 267,926 | | | 7,553 | | | (10,520) | | | (76,470) | | | 188,489 | |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
3
| | |
| DOCEBO INC. |
| UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS |
|
| (expressed in thousands of United States dollars) |
| | | | | | | | | | | |
| Nine months ended September 30, |
| 2022 | | 2021 |
| $ | | $ |
| Cash flows (used in) from operating activities | | | |
| Net income (loss) | 5,418 | | | (12,173) | |
| Adjustments to reconcile net income (loss) to net cash from (used in) operating activities: | | | |
| Depreciation and amortization | 1,731 | | | 1,464 | |
| Share-based compensation | 3,624 | | | 1,662 | |
| Loss on sale of assets | 11 | | | — | |
| Unrealized foreign exchange gain | (12,215) | | | (199) | |
| Income tax expense | 583 | | | (43) | |
| Finance (income) expense, net | (1,677) | | | 103 | |
| Changes in non-cash working capital items: | | | |
| Trade and other receivables | (3,483) | | | (5,245) | |
| Prepaids and deposits | 190 | | | (2,859) | |
| Contract costs | (3,982) | | | (1,358) | |
| Trade and other payables | 1,578 | | | 6,877 | |
| Employee benefit obligations | 467 | | | 405 | |
| Deferred revenue | 8,542 | | | 8,194 | |
| Income taxes paid | (692) | | | (52) | |
| Cash from (used in) operating activities | 95 | | | (3,224) | |
| | | |
| Cash flows used in investing activities | | | |
| Purchase of property and equipment | (860) | | | (999) | |
| | | |
| Acquisition of business, net of cash acquired | (1,071) | | | — | |
| Cash used in investing activities | (1,931) | | | (999) | |
| | | |
| Cash flows (used in) from financing activities | | | |
| Payments received on net investment in finance lease | 116 | | | 64 | |
| Repayment of lease obligations | (1,044) | | | (1,004) | |
| Interest received | 827 | | | 306 | |
| Proceeds from exercise of stock options | 88 | | | 388 | |
| | | |
| Proceeds from share issuance under employee share purchase plan | 636 | | | 244 | |
| | | |
| | | |
| Payments of contingent consideration from acquisitions | (93) | | | — | |
| Repayment of borrowings | — | | | (15) | |
| Cash from (used in) financing activities | 530 | | | (17) | |
| | | |
| Net change in cash and cash equivalents during the period | (1,306) | | | (4,240) | |
| Effect of foreign exchange on cash and cash equivalents | (1,284) | | | 89 | |
| Cash and cash equivalents, beginning of the period | 215,323 | | | 219,658 | |
| Cash and cash equivalents, end of the period | 212,733 | | | 215,507 | |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
4
| | |
| DOCEBO INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| September 30, 2022 |
| (expressed in thousands of US dollars, except share amounts) |
Docebo Inc. (the “Company” or “Docebo”) is a provider of cloud-based learning management systems. The Company was incorporated on April 21, 2016 under the laws of the Province of Ontario. The Company’s head office is located at Suite 701, 366 Adelaide Street West, Toronto, Canada, M5V 1R9.
The Company’s shares are listed on both the Toronto Stock Exchange (“TSX”), as of October 8, 2019, and the Nasdaq Global Select Market (“Nasdaq”), as of December 3, 2020, under the stock symbol “DCBO”.
The Company has the following subsidiaries:
| | | | | | | | | | | | | | | | | |
| Entity name | Country | | Ownership percentage September 30, 2022 | | Ownership percentage December 31, 2021 |
| | | % | | % |
| Docebo S.p.A | Italy | | 100 | | 100 |
| Docebo NA, Inc. | United States | | 100 | | 100 |
| Docebo EMEA FZ-LLC | Dubai | | 100 | | 100 |
| Docebo UK Limited | England | | 100 | | 100 |
| Docebo France Société par Actions Simplifiée (“Docebo France”) | France | | 100 | | 100 |
| Docebo DACH GmbH (“Docebo Germany”) | Germany | | 100 | | 100 |
Docebo Australia Pty Ltd1 ("Docebo Australia") | Australia | | 100 | | — |
Docebo Ireland Limited2 | Ireland | | 100 | | — |
1 On January 21, 2022, the Company acquired all of the issued and outstanding shares of Skillslive Edu Pty Ltd. (“Skillslive”), an educational consulting agency located in Melbourne, Australia. On February 2, 2022 Skillslive changed its name to Docebo Australia Pty Ltd.
2 On August 9, 2022, the Company incorporated a new subsidiary, Docebo Ireland Limited.
Statement of compliance
These unaudited condensed consolidated interim financial statements (“financial statements”) have been prepared by management using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2021. These unaudited condensed consolidated interim financial statements have been prepared in compliance with IAS 34 – Interim Financial Reporting. Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) have been omitted or condensed. These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2021.
These financial statements were approved and authorized for issuance by the Board of Directors of the Company on November 9, 2022.
Use of estimates, assumptions and judgments
The preparation of these financial statements in conformity with IFRS requires management to make estimates, assumptions and judgments that affect the application of accounting policies and the reported amounts of assets and
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2022
(expressed in thousands of US dollars, except share amounts)
liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from those estimates.
Estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The impact of the novel coronavirus (“COVID-19”) pandemic, with its combined health toll and sharp decline in global economic output, is unprecedented and the full extent of the impact continues to depend on future developments. These developments are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning its severity, its duration and actions by government authorities to contain the outbreak or manage its impact. The extent of the impact of COVID-19 and measures taken to contain the virus on our results of operations and overall financial performance continues to remain uncertain.
In preparing these financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of uncertainty are the same as those applied and described in the Company’s annual audited consolidated financial statements for the year ended December 31, 2021.
| | | | | |
| 3 | Summary of significant accounting policies |
In preparing these financial statements, the significant accounting policies applied in these financial statements are the same as those applied and described in the Company’s annual audited consolidated financial statements for the year ended December 31, 2021.
| | | | | |
| 4 | Trade and other receivables |
The Company’s trade and other receivables as at September 30, 2022 and December 31, 2021 include the following:
| | | | | | | | | | | |
| 2022 | | 2021 |
| $ | | $ |
| Trade receivables | 23,713 | | | 21,985 | |
| Accrued revenues | 3,084 | | | 3,241 | |
| Tax credits receivable | 2,624 | | | 2,423 | |
| Other receivables | 1,130 | | | 36 | |
| 30,551 | | | 27,685 | |
Included in trade receivables is a loss allowance of $813 as at September 30, 2022 and $1,007 as at December 31, 2021.
The Company’s right-of-use assets by class of assets are as follows:
| | | | | | | | | | | | | | | | | |
| Premises | | Others | | Total |
| $ | | $ | | $ |
| Costs | | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Balance – December 31, 2021 | 4,974 | | 330 | | 5,304 |
| Additions | 286 | | — | | 286 |
| Disposals | (315) | | — | | (315) |
| Effects of foreign exchange | (528) | | (41) | | (569) |
| Balance – September 30, 2022 | 4,417 | | 289 | | 4,706 |
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2022
(expressed in thousands of US dollars, except share amounts)
| | | | | | | | | | | | | | | | | |
| Premises | | Others | | Total |
| | | | | |
| Accumulated amortization | | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Balance – December 31, 2021 | 2,037 | | 208 | | 2,245 |
| Amortization | 707 | | 51 | | 758 |
| Disposals | (42) | | — | | (42) |
| Effects of foreign exchange | (270) | | (33) | | (303) |
| Balance – September 30, 2022 | 2,432 | | 226 | | 2,658 |
| | | | | |
| Carrying value | | | | | |
| Net balance – December 31, 2021 | 2,937 | | 122 | | 3,059 |
| Net balance – September 30, 2022 | 1,985 | | 63 | | 2,048 |
The Company’s lease obligations are as follows:
| | | | | | | | | | |
| | 2022 | | |
| | $ | | |
| Balance – December 31, 2021 | | 4,001 | | | |
| Additions | | 286 | | | |
| | | | |
| Interest accretion | | 207 | | | |
| Lease repayments | | (1,044) | | | |
| Effects of foreign exchange | | (349) | | | |
| Balance – September 30, 2022 | | 3,101 | | | |
| | | | |
| Current | | 1,253 | | | |
| Non-current | | 1,848 | | | |
| | 3,101 | | | |
Expenses incurred for the three and nine months ended September 30, 2022 relating to short-term leases and leases of low-value assets were $47 and $163, respectively (2021 - $76 and $234).
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2022
(expressed in thousands of US dollars, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| Furniture and office equipment | | Leasehold improvements | | Land and Building | | Total |
| $ | | $ | | $ | | $ |
| Cost | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Balance – December 31, 2021 | 2,098 | | | 1,830 | | | 359 | | | 4,287 | |
| Additions | 796 | | | 64 | | | — | | | 860 | |
| | | | | | | |
| Effects of foreign exchange | (238) | | | (153) | | | (64) | | | (455) | |
| Balance – September 30, 2022 | 2,656 | | | 1,741 | | | 295 | | | 4,692 | |
| | | | | | | |
| Accumulated depreciation | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Balance – December 31, 2021 | 854 | | | 707 | | | 81 | | | 1,642 | |
| Depreciation | 491 | | | 221 | | | 9 | | | 721 | |
| Effects of foreign exchange | (117) | | | (68) | | | (26) | | | (211) | |
| Balance – September 30, 2022 | 1,228 | | | 860 | | | 64 | | | 2,152 | |
| | | | | | | |
| Carrying value | | | | | | | |
| Balance – December 31, 2021 | 1,244 | | | 1,123 | | | 278 | | | 2,645 | |
| Balance – September 30, 2022 | 1,428 | | | 881 | | | 231 | | | 2,540 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Acquired | | |
| | Customer relationships | | Technology | | Trademarks | | Total |
| | $ | | $ | | $ | | $ |
| Cost | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Balance – December 31, 2021 | | 1,415 | | | 532 | | | 46 | | | 1,993 | |
| | | | | | | | |
| Effects of foreign exchange | | (191) | | | (72) | | | (6) | | | (269) | |
| Balance – September 30, 2022 | | 1,224 | | | 460 | | | 40 | | | 1,724 | |
| | | | | | | | |
| Accumulated amortization | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Balance – December 31, 2021 | | 276 | | | 124 | | | 17 | | | 417 | |
| Amortization | | 166 | | | 75 | | | 11 | | | 252 | |
| Effects of foreign exchange | | (50) | | | (22) | | | (5) | | | (77) | |
| Balance – September 30, 2022 | | 392 | | | 177 | | | 23 | | | 592 | |
| | | | | | | | |
| Carrying value | | | | | | | | |
| Balance – December 31, 2021 | | 1,139 | | | 408 | | | 29 | | | 1,576 | |
| Balance – September 30, 2022 | | 832 | | | 283 | | | 17 | | | 1,132 | |
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2022
(expressed in thousands of US dollars, except share amounts)
| | | | | |
| $ |
| |
| |
| |
| Balance – December 31, 2021 | 5,301 | |
| Additions | 1,071 | |
| Effects of foreign exchange | (851) | |
| Balance – September 30, 2022 | 5,521 | |
| |
On January 21, 2022, the Company acquired all of the issued and outstanding shares of Skillslive for total consideration, including a working capital adjustment, of $1,071. The acquisition of Skillslive will contribute to the expansion of the Company’s footprint in Australia and accelerate time-to-market by immediately adding specialized talent and infrastructure in the Asia-Pacific (“APAC”) region.
The acquisition has been accounted for as a business combination in accordance with IFRS 3, Business Combinations, using the acquisition method whereby the net assets acquired and the liabilities assumed are recorded at fair value. No identifiable intangible assets were acquired in connection with the acquisition of Skillslive. Goodwill arising on the acquisition reflects the benefits attributable to synergies and the estimated fair value of an assembled workforce. These benefits were not recognized separately from goodwill because they did not meet the recognition criteria for identifiable intangible assets. This goodwill is not deductible for income taxes.
Credit Facility
On June 1, 2021, the Company terminated the $15,000 committed revolving term credit facility (the “Credit Facility”) it secured from the Toronto-Dominion Bank on July 25, 2019 and repaid all accrued and unpaid interest. Unamortized financing costs of $64 were derecognized and expensed to finance (income) expense during the second quarter of 2021. Prior to termination, the balance drawn on the facility was $nil.
Finance (income) expense, net
Finance (income) expense for the three and nine months ended September 30, 2022 and 2021 is comprised of:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| $ | | $ | | $ | | $ |
| | | | | | | |
| Interest on contingent consideration | 28 | | | 19 | | | 83 | | | 55 | |
| Interest on lease obligations | 63 | | | 83 | | | 207 | | | 258 | |
| Interest and amortization of deferred financing costs on credit facility | — | | | — | | | — | | | 84 | |
| Interest income | (1,416) | | | (109) | | | (1,969) | | | (331) | |
| Bank fees and other | — | | | 36 | | | 2 | | | 37 | |
| (1,325) | | | 29 | | | (1,677) | | | 103 | |
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2022
(expressed in thousands of US dollars, except share amounts)
| | | | | | | | | | | |
| Authorized: | | | |
| Unlimited common shares with no par value | | | |
| Issued and outstanding: | | | |
| Number of shares | | Amount |
| # | | $ |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Balance – December 31, 2021 | 32,857,422 | | | 266,119 | |
| Stock option exercise | 9,179 | | | 151 | |
| | | |
| RSU release | 2,800 | | | 194 | |
Issuance of common shares related to contingent consideration (i) | 15,364 | | | 700 | |
| | | |
| Share issuance under employee share purchase plan | 20,814 | | | 762 | |
| Balance – September 30, 2022 | 32,905,579 | | | 267,926 | |
(i) On April 28, 2022, the Company issued a total of 15,364 common shares from treasury as part of the contingent consideration earn-out payments due to the sellers of forMetris Société par Actions Simplifiée for meeting certain revenue conditions in the first year following the date of acquisition. The shares were issued based on the fair value thereof, which was determined to be $45.55 (C$58.47). The equity settlement resulted in a reduction to the contingent consideration balance as at September 30, 2022.
| | | | | |
| 11 | Share-based compensation |
The Company has five components of its share-based compensation plan: stock options, deferred share units (“DSUs”), restricted share units (“RSUs”), performance share units (“PSUs”) and employee share purchase plan (“ESPP”). Share-based compensation expense for the three and nine months ended September 30, 2022 was $1,000 and $3,624, respectively (2021 - $745 and $1,662). The expense associated with each component is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| $ | | $ | | $ | | $ |
| Stock options | 607 | | | 443 | | | 1,655 | | | 1,103 | |
| DSUs | 233 | | | 231 | | | 632 | | | 488 | |
| RSUs | 124 | | | — | | | 1,225 | | | — | |
| ESPP | 36 | | | 71 | | | 112 | | | 71 | |
| 1,000 | | | 745 | | | 3,624 | | | 1,662 | |
There were no PSUs issued and outstanding for the three and nine months ended September 30, 2022 and 2021.
The changes in the number of stock options during the nine months ended September 30, 2022 and 2021 were as
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2022
(expressed in thousands of US dollars, except share amounts)
follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 20211 |
| Number of options | | Weighted average exercise price | | Number of options | | Weighted average exercise price |
| # | | C$ | | # | | C$ |
| Options outstanding – January 1 | 1,283,088 | | | 12.00 | | | 1,516,641 | | | 6.73 | |
Options granted1 | 168,588 | | | 44.91 | | | 115,969 | | | 53.19 | |
| Options forfeited | (63,415) | | | 46.41 | | | (28,736) | | | 14.84 | |
| Options exercised | (9,179) | | | 14.52 | | | (147,025) | | | 3.37 | |
| | | | | | | |
| Options outstanding – September 30 | 1,379,082 | | | 14.42 | | | 1,456,849 | | | 10.61 | |
| Options exercisable – September 30 | 887,779 | | | 4.06 | | | 814,367 | | | 2.54 | |
1 In March 2021, the Company granted stock options to certain executives. Subsequently, the Company identified an error in determining the expected life and volatility inputs used in the Black-Scholes pricing model to calculate the fair value of options, which led to the Company determining that 63,992 excess options were granted in March 2021 to six senior executives (the “Awardees”). The granting of excess options was immaterial to the Company but the error resulted in an award of options to the Awardees that was not reasonable and appropriate to grant. During 2021, the Company amended and restated the option award agreements for those affected Awardees to reflect the issuance of the appropriate number of options.
The following table is a summary of the Company’s stock options outstanding as at September 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Options outstanding | | Options exercisable |
| Exercise price range | | Number outstanding | | Weighted average remaining contractual life (years) | | Exercise price range | | Number exercisable |
| C$ | | # | | # | | C$ | | # |
| 0.0001 - 1.09 | | 784,368 | | | 4.71 | | 0.0001 - 1.09 | | 748,368 | |
| | | | | | | | |
| 8.86 - 11.06 | | 51,811 | | | 8.20 | | 8.86 - 11.06 | | 21,084 | |
| 15.79 - 16.00 | | 268,499 | | | 7.03 | | 15.79 - 16.00 | | 95,969 | |
| 26.43 - 95.12 | | 274,404 | | | 9.26 | | 26.43 - 95.12 | | 22,358 | |
| | 1,379,082 | | | 6.19 | | | | 887,779 | |
The following table is a summary of the Company’s stock options outstanding as at September 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Options outstanding | | Options exercisable |
| Exercise price range | | Number outstanding | | Weighted average remaining contractual life (years) | | Exercise price range | | Number exercisable |
| C$ | | # | | # | | C$ | | # |
| 0.0001 - 1.09 | | 784,368 | | | 5.70 | | 0.0001 - 1.09 | | 695,968 | |
| | | | | | | | |
| 8.86 - 11.06 | | 190,522 | | | 9.21 | | 8.86 - 11.06 | | 59,784 | |
| 15.79 - 16.00 | | 341,701 | | | 8.03 | | 15.79 - 16.00 | | 57,529 | |
| 26.43 - 69.48 | | 140,258 | | | 9.45 | | 26.43 - 69.48 | | 1,086 | |
| | 1,456,849 | | | 7.17 | | | | 814,367 | |
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2022
(expressed in thousands of US dollars, except share amounts)
DSUs
The following table presents information concerning the number of DSUs granted by the Company:
| | | | | |
| # |
| |
| |
| |
| |
| |
| DSUs – December 31, 2021 | 59,654 | |
| Granted (at C$38.97 - $86.93 per unit) | 25,372 | |
| |
| |
| DSUs - September 30, 2022 | 85,026 | |
RSUs
The following table presents information concerning the number of RSUs granted by the Company:
| | | | | |
| # |
| |
| |
| RSUs – December 31, 2021 | 46,591 | |
| Granted (at C$40.30 - $54.26 per unit) | 97,816 | |
| Released (at C$94.05 per unit) | (2,800) | |
| Forfeited (at C$86.38 - $94.05 per unit) | (30,222) | |
| RSUs - September 30, 2022 | 111,385 | |
| | | | | |
| 12 | Income (loss) per share |
The following table summarizes the calculation of the weighted average number of basic and diluted common shares:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| # | | # | | # | | # |
| Weighted average number of basic Common Shares | 33,044,250 | | | 32,834,833 | | | 33,024,887 | | | 32,809,397 | |
| Share options | 815,863 | | | 1,228,881 | | | 850,888 | | | — | |
| DSUs | 84,254 | | | 59,058 | | | 68,749 | | | — | |
| RSUs | 125,321 | | | — | | | 88,142 | | | — | |
| Weighted average number of diluted Common Shares | 34,069,688 | | | 34,122,772 | | | 34,032,666 | | | 32,809,397 | |
| | | | | | | |
For the three and nine months ended September 30, 2022, nil and 15,991, respectively (three and nine months ended September 30, 2021 – nil and all share options and units, respectively) share options were excluded from the weighted average number of diluted common shares as their effect would have been anti-dilutive.
| | | | | |
| 13 | Revenue and related balances |
Disaggregated revenue
The Company derives its revenues from two main sources, subscription to its SaaS application, and professional services revenue, which includes services such as initial implementation, project management, and training.
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2022
(expressed in thousands of US dollars, except share amounts)
The following table represents disaggregation of revenue for the three and nine months ended September 30:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| $ | | $ | | $ | | $ |
| Subscription revenue | 34,279 | | | 25,057 | | | 95,323 | | | 68,476 | |
| Professional services | 2,687 | | | 2,011 | | | 8,634 | | | 5,965 | |
| 36,966 | | | 27,068 | | | 103,957 | | | 74,441 | |
The following table represents cost of revenue for the three and nine months ended September 30:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| $ | | $ | | $ | | $ |
| Employee salaries and benefits | 3,873 | | | 3,615 | | | 12,149 | | | 9,567 | |
| Web hosting fees | 1,329 | | | 939 | | | 3,589 | | | 2,482 | |
| Third party service fees | 1,763 | | | 977 | | | 4,361 | | | 2,172 | |
| Other | 175 | | | 152 | | | 572 | | | 478 | |
| 7,140 | | | 5,683 | | | 20,671 | | | 14,699 | |
The total employee compensation comprising salaries and benefits for the three and nine months ended September 30, 2022 was $22,954 and $67,543, respectively (2021 - $18,554 and $51,520).
Employee compensation costs were included in the following expenses for the three and nine months ended September 30:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| $ | | $ | | $ | | $ |
| Cost of revenue | 3,873 | | | 3,615 | | | 12,149 | | | 9,567 | |
| General and administrative | 3,582 | | | 2,666 | | | 10,328 | | | 7,797 | |
| Sales and marketing | 10,900 | | | 8,231 | | | 31,013 | | | 22,609 | |
| Research and development | 4,599 | | | 4,042 | | | 14,053 | | | 11,547 | |
| 22,954 | | | 18,554 | | | 67,543 | | | 51,520 | |
| | | | | |
| 16 | Related party transactions |
Key management personnel are those persons having the authority and responsibility for planning, directing and controlling activities of the Company, directly or indirectly, including the Chief Executive Officer, President and
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2022
(expressed in thousands of US dollars, except share amounts)
Chief Operating Officer, Chief Financial Officer, Chief Product Officer, Chief Corporate Development Officer, Chief Human Resource Officer, Chief Legal Officer and Directors.
Compensation expense for the Company’s key management personnel for the three and nine months ended September 30, 2022 and 2021 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| $ | | $ | | $ | | $ |
| Salaries and benefits | 954 | | | 916 | | | 3,099 | | | 2,824 | |
| Share-based compensation | 425 | | | 486 | | | 2,106 | | | 1,110 | |
| 1,379 | | | 1,402 | | | 5,205 | | | 3,934 | |
| | | | | |
| 17 | Financial instruments and risk management |
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, and arises principally from deposits with banks and outstanding receivables. The Company trades only with recognized, creditworthy third parties. Due to the Company’s diversified customer base, there is no particular concentration of credit risk related to the Company’s trade and other receivables. Trade and other receivables are monitored on an ongoing basis to ensure timely collection of amounts. Potential effects from COVID-19 on the Company’s credit risk have been considered and have resulted in increases to its allowances for expected credit losses on customer balances. The Company continues its assessment given the fluidity of COVID-19’s global impact.
The carrying values of cash and cash equivalents, trade and other receivables, trade and other payables and borrowings approximate fair values due to the short-term nature of these items or being carried at fair value or, for borrowings, the interest rates charged approximate current market rates. The risk of material change in fair value is not considered to be significant. The Company does not use derivative financial instruments to manage this risk.
Contingent consideration is classified as a Level 3 financial instrument. The fair value of the contingent consideration was calculated using discounted cash flows. During the three and nine months ended September 30, 2022, there were no transfers of amounts between levels in the fair value hierarchy.
The Company reports segment information based on internal reports used by the chief operating decision maker (“CODM”) to make operating and resource allocation decisions and to assess performance. The CODM is the Chief Executive Officer. The CODM makes decisions and assesses performance of the Company on a consolidated basis such that the Company is a single reportable operating segment.
The following tables present details on revenues derived in the following geographical locations for the three and nine months ended September 30, 2022 and 2021.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| $ | | $ | | $ | | $ |
| North America | 28,439 | | | 19,768 | | | 78,731 | | | 53,907 | |
| Rest of World | 8,527 | | | 7,300 | | | 25,226 | | | 20,534 | |
| 36,966 | | | 27,068 | | | 103,957 | | | 74,441 | |
