| | |
DOCEBO INC. |
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION |
|
(expressed in thousands of United States dollars) |
| | | | | | | | | | | |
| March 31, | | December 31, |
| 2021 | | 20201 |
| $ | | $ |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | 217,384 | | | 219,658 | |
Trade and other receivables (Note 5) | 14,278 | | | 15,690 | |
Prepaids and deposits | 7,054 | | | 2,942 | |
Net investment in finance lease | 100 | | | 99 | |
Contract acquisition costs, net | 1,553 | | | 1,345 | |
| 240,369 | | | 239,734 | |
Non-current assets: | | | |
Contract acquisition costs, net | 1,584 | | | 1,456 | |
Net investment in finance lease | 257 | | | 270 | |
Right-of-use asset, net (Note 6) | 2,851 | | | 2,798 | |
Property and equipment, net (Note 7) | 2,260 | | | 2,290 | |
Intangible assets, net (Note 8) | 1,908 | | | 2,096 | |
Goodwill (Note 9) | 5,485 | | | 5,600 | |
| 254,714 | | | 254,244 | |
| | | |
Liabilities | | | |
Current liabilities: | | | |
Trade and other payables | 17,270 | | | 16,121 | |
Deferred revenue | 30,688 | | | 28,331 | |
Contingent consideration (Note 4) | 467 | | | — | |
Lease obligations (Note 6) | 1,327 | | | 1,260 | |
Borrowings | 8 | | | 15 | |
| 49,760 | | | 45,727 | |
Non-current liabilities: | | | |
Contingent consideration (Note 4) | 2,181 | | | 2,630 | |
Lease obligations (Note 6) | 2,533 | | | 2,544 | |
Employee benefit obligations | 2,396 | | | 2,330 | |
Deferred tax liability | 587 | | | 707 | |
| | | |
| 57,457 | | | 53,938 | |
| | | |
Shareholders’ equity | | | |
Share capital (Note 11) | 264,500 | | | 264,357 | |
Contributed surplus | 2,875 | | | 2,537 | |
Accumulated other comprehensive income | 3,813 | | | 1,699 | |
Deficit | (73,931) | | | (68,287) | |
Total equity | 197,257 | | | 200,306 | |
| 254,714 | | | 254,244 | |
| | | |
| | | |
1 Please refer to Note 3 for retrospective change of accounting policy.
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
1
| | |
DOCEBO INC. |
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE LOSS |
|
(expressed in thousands of United States dollars, except per share amounts) |
| | | | | | | | | | | | | | | |
| | | Three months ended March 31, |
| | | | | 2021 | | 2020 |
| | | | | $ | | $ |
Revenue (Note 14) | | | | | 21,742 | | | 13,530 | |
Cost of revenue (Note 15) | | | | | 3,864 | | | 2,833 | |
Gross profit | | | | | 17,878 | | | 10,697 | |
| | | | | | | |
Operating expenses | | | | | | | |
General and administrative (Note 16) | | | | | 7,437 | | | 4,293 | |
Sales and marketing (Note 16) | | | | | 9,119 | | | 5,885 | |
Research and development (Note 16) | | | | | 4,143 | | | 2,908 | |
Share-based compensation (Note 12) | | | | | 378 | | | 370 | |
Foreign exchange loss (gain) | | | | | 1,951 | | | (3,714) | |
Depreciation and amortization (Note 6, 7 and 8) | | | | | 474 | | | 238 | |
| | | | | 23,502 | | | 9,980 | |
Operating (loss) income | | | | | (5,624) | | | 717 | |
| | | | | | | |
Finance income, net (Note 10) | | | | | (2) | | | (83) | |
Other income | | | | | (21) | | | (19) | |
(Loss) income before income taxes | | | | | (5,601) | | | 819 | |
| | | | | | | |
Income tax expense | | | | | 43 | | | 76 | |
| | | | | | | |
Net (loss) income for the periods | | | | | (5,644) | | | 743 | |
| | | | | | | |
Other comprehensive (income) loss | | | | | | | |
Item that may be reclassified subsequently to income: | | | | | | | |
Exchange (gain) loss on translation of foreign operations | | | | | (2,114) | | | 3,342 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Comprehensive loss | | | | | (3,530) | | | (2,599) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
(Loss) income per share - basic | | | | | (0.17) | | 0.03 |
(Loss) income per share - diluted | | | | | (0.17) | | 0.03 |
| | | | | | | |
Weighted average number of common shares outstanding - basic (Note 13) | | | | | 32,781,080 | | | 28,530,300 | |
Weighted average number of common shares outstanding - diluted (Note 13) | | | | | 32,781,080 | | | 29,556,808 | |
| | | | | | | |
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, 2019 | 28,454,200 | | | 89,745 | | | 1,102 | | | 805 | | | (60,271) | | | 31,381 | |
Exercise of stock options | 16,100 | | | 48 | | | (19) | | | — | | | — | | | 29 | |
Share-based compensation | — | | | — | | | 370 | | | — | | | — | | | 370 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Comprehensive loss | — | | | — | | | — | | | (3,342) | | | 743 | | | (2,599) | |
Balance, March 31, 2020 | 28,470,300 | | | 89,793 | | | 1,453 | | | (2,537) | | | (59,528) | | | 29,181 | |
| | | | | | | | | | | |
Balance, December 31, 2020 (Note 3) | 32,630,536 | | | 264,357 | | | 2,537 | | | 1,699 | | | (68,287) | | 0 | 200,306 | |
Exercise of stock options (Note 11) | 62,388 | | | 143 | | | (40) | | | — | | | — | | | 103 | |
Share-based compensation (Note 12) | — | | | — | | | 378 | | | — | | | — | | | 378 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Comprehensive loss | — | | | — | | | — | | | 2,114 | | | (5,644) | | | (3,530) | |
Balance, March 31, 2021 | 32,692,924 | | | 264,500 | | | 2,875 | | | 3,813 | | | (73,931) | | | 197,257 | |
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) |
| | | | | | | | | | | |
| Three months ended March 31, |
| 2021 | | 2020 |
| $ | | $ |
Cash flows (used in) from operating activities | | | |
Net (loss) income | (5,644) | | | 743 | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | | | |
Depreciation and amortization | 474 | | | 238 | |
Share-based compensation | 378 | | | 370 | |
Unrealized foreign exchange loss (gain) | 1,694 | | | (3,813) | |
Deferred tax recovery | (105) | | | — | |
Finance (income) expense | (2) | | | 92 | |
Changes in non-cash working capital items: | | | |
Trade and other receivables | 1,260 | | | (3,715) | |
Prepaids and deposits | (4,177) | | | (361) | |
Contract acquisition costs | (349) | | | (343) | |
Trade and other payables | 1,519 | | | 378 | |
Employee benefit obligations | 172 | | | 102 | |
Deferred revenue | 2,597 | | | 3,765 | |
Cash used in operating activities | (2,183) | | | (2,544) | |
| | | |
Cash flows used in investing activities | | | |
Purchase of property and equipment | (171) | | | (163) | |
| | | |
| | | |
Cash used in investing activities | (171) | | | (163) | |
| | | |
Cash flows (used in) from financing activities | | | |
Payments received on net investment in finance lease | 25 | | | 22 | |
Repayment of lease obligation | (308) | | | (218) | |
Interest received (paid) | 90 | | | — | |
Proceeds from exercise of stock options | 103 | | | 29 | |
| | | |
| | | |
| | | |
| | | |
| | | |
Repayment of borrowings | (7) | | | (6) | |
Cash used in financing activities | (97) | | | (173) | |
| | | |
Net change in cash and cash equivalents during the period | (2,451) | | | (2,880) | |
Effect of foreign exchange on cash and cash equivalents | 177 | | | (227) | |
Cash and cash equivalents, beginning of the period | 219,658 | | | 46,278 | |
Cash and cash equivalents, end of the period | 217,384 | | | 43,171 | |
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 |
March 31, 2021 |
(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, M5V 1R9, Canada.
The Company's shares are listed on both the Toronto Stock Exchange (“TSX”), as of October 8, 2019, and the Nasdaq Global Select Market (the “Nasdaq”), as of December 3, 2020, under the stock symbol “DCBO”.
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 will 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.
In response to the pandemic, we have modified our business practices with a focus on the health and well-being of our workforce both in Europe and North America. All of our offices are currently closed with employees working remotely. The extent of the impact of COVID-19 and measures taken to contain the virus on our results of operations and overall financial performance remains uncertain.
The Company has the following subsidiaries:
| | | | | | | | | | | | | | | | | |
Entity name | Country | | Ownership percentage March 31, 2021 | | Ownership percentage December 31, 2020 |
| | | % | | % |
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 Simplifiée1 (“Docebo France”) | France | | 100 | | 100 |
Docebo DACH GmbH2 (“Docebo Germany”) | Germany | | 100 | | — |
1 On March 18, 2021 forMetris Société par Actions Simplifiée (“forMetris”) changed its name to Docebo France Société par Actions Simplifiée.
2 On March 23, 2021 the Company incorporated a new subsidiary, Docebo Germany.
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, 2020. 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, 2020.
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
March 31, 2021
(expressed in thousands of US dollars, except share amounts)
These financial statements were approved and authorized for issuance by the Board of Directors of the Company on May 12, 2021.
Use of estimates, judgments and assumptions
The preparation of these 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 and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could 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.
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, 2020.
| | | | | |
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, 2020, except as described below.
Change in accounting policy
In March 2021, the International Financial Reporting Interpretations Committee ("IFRIC") finalized an agenda decision which clarified the customer's accounting for configuration and customization in a cloud computing arrangement. As a result of this decision, in Q1 2021, the Company changed its accounting policy for costs incurred for cloud computing arrangements with retrospective application. As a result of the change, intangible assets of $362 were derecognized as of December 31, 2020 with the offset recorded as an increase to opening deficit. There was no impact to Q1 2020 as a result of this change. The impact of the change for the year ended December 31, 2020 was an increase to research and development costs of $384 and a decrease in depreciation and amortization expense of $22. The impact on net loss for the year ended December 31, 2020 was an increase of $362.
On October 30, 2020, Docebo acquired all of the issued and outstanding shares of forMetris, a leading SaaS-based learning impact evaluation platform based in Paris, France. Total consideration of $6,417, which includes the estimated amounts of contingent consideration, consisted of $2,624 cash paid on the closing date and the issuance of 29,024 Common Shares of the Company for consideration of $1,163, at a fair value of C$53.38 per share at the closing date, which is based on the quoted price of the Common Shares on the Toronto Stock Exchange on the closing date. The fair value of the contingent consideration of $2,630 (maximum undiscounted payable of $2,803) is payable contingent on the performance of agreed revenue milestones in each of the next three years. In addition, compensation expense is being recorded for one employee of the acquiree who is entitled to payments of up to $2,447 over the next three years based on the achievement of both yearly performance milestones and continued employment. The contingent consideration and the employee compensation expense installments are to be paid by a combination of 20% in cash and 80% in shares of the Company (subject to any required regulatory approvals).
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
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
March 31, 2021
(expressed in thousands of US dollars, except share amounts)
at fair value. The allocation of the purchase price to assets acquired and liabilities assumed was based on management's best estimates of the fair values as at October 30, 2020. As at March 31, 2021, the Company finalized the fair value of the assets acquired and liabilities assumed at the acquisition date which led to a revised assessment of trade and other payables resulting in a reduction of $102 to goodwill compared to the previously estimated amounts reported in the 2020 financial statements.
The following table summarizes the allocations of the consideration paid and the amounts of fair value of the assets acquired and liabilities assumed at the acquisition date:
| | | | | |
| Fair value recognized on acquisition |
| $ |
Assets | |
Current assets: | |
Cash and cash equivalents | 174 | |
Trade and other receivables | 763 | |
Prepaid expenses and other current assets | 61 | |
| 998 | |
Non-current assets: | |
Property and equipment, net | — | |
Right-of-use asset, net | 194 | |
Customer relationships | 1,458 | |
Technology | 548 | |
Trade name and trademarks | 47 | |
Goodwill | 5,461 | |
Other non-current assets | 71 | |
Total assets | 8,777 | |
| |
Liabilities | |
Current liabilities: | |
Trade and other payables | 857 | |
Deferred revenue | 700 | |
Finance lease liability | 140 | |
| 1,697 | |
Non-current liabilities: | |
Finance lease liability | 54 | |
Borrowings | 278 | |
Deferred tax liability | 331 | |
Total liabilities | 2,360 | |
Fair value of net assets acquired | 6,417 | |
| |
Paid in Common Shares of the Company | 1,163 | |
Paid in cash | 2,624 | |
Contingent consideration | 2,630 | |
Total purchase consideration | 6,417 | |
Goodwill arising on the acquisition reflects the benefits attributable to synergies, revenue growth, future market development and the 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.
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
March 31, 2021
(expressed in thousands of US dollars, except share amounts)
Contingent consideration comprises earn-out payments due to sellers for meeting certain revenue conditions over the three years following the date of acquisition. The fair value of the contingent consideration was calculated using discounted cash flows and was $2,630 as at the date of acquisition. The fair value of the contingent consideration as at March 31, 2021 was $2,648 (December 31, 2020 - $2,630); $467 (December 31, 2020 - nil) will be paid in the first quarter of 2022 if the acquiree achieves its performance milestones for the fiscal year 2021. The Company incurred $18 of interest accretion in relation to the contingent consideration for the three months ended March 31, 2021.
| | | | | |
5 | Trade and other receivables |
The Company’s trade and other receivables as at March 31, 2021 and December 31, 2020 include the following:
| | | | | | | | | | | |
| 2021 | | 2020 |
| $ | | $ |
Trade receivables | 12,468 | | | 12,660 | |
Unbilled trade receivables | 239 | | | 706 | |
Tax credits receivable | 1,568 | | | 1,678 | |
Other receivables | 3 | | | 646 | |
| 14,278 | | | 15,690 | |
Included in trade receivables is a loss allowance of $1,256 for the three months ended March 31, 2021 and $1,146 for the year ended December 31, 2020.
The Company's right-of-use assets by class of assets are as follows:
| | | | | | | | | | | | | | | | | |
| Premises | | Others | | Total |
| $ | | $ | | $ |
Costs | | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Balance – December 31, 2020 | 3,861 | | 297 | | 4,158 |
Additions | 330 | | — | | 330 |
Effects of foreign exchange | (46) | | (13) | | (59) |
Balance – March 31, 2021 | 4,145 | | 284 | | 4,429 |
| | | | | |
Accumulated amortization | | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Balance – December 31, 2020 | 1,190 | | 170 | | 1,360 |
Amortization | 217 | | 19 | | 236 |
Effects of foreign exchange | (10) | | (8) | | (18) |
Balance – March 31, 2021 | 1,397 | | 181 | | 1,578 |
| | | | | |
Carrying value | | | | | |
Net balance – December 31, 2020 | 2,671 | | 127 | | 2,798 |
Net balance – March 31, 2021 | 2,748 | | 103 | | 2,851 |
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
March 31, 2021
(expressed in thousands of US dollars, except share amounts)
The Company's lease obligations are as follows:
| | | | | | | | | | |
| | 2021 | | |
| | $ | | |
Balance – December 31, 2020 | | 3,804 | | | |
Additions | | 330 | | | |
| | | | |
Interest accretion | | 85 | | | |
Lease repayments | | (308) | | | |
Effects of foreign exchange | | (51) | | | |
Balance – March 31, 2021 | | 3,860 | | | |
| | | | |
Current | | 1,327 | | | |
Non-current | | 2,533 | | | |
| | 3,860 | | | |
Expenses incurred for the three months ended March 31, 2021 and 2020 relating to short-term leases and leases of low-value assets were $67 and $44, respectively.
| | | | | | | | | | | | | | | | | | | | | | | |
| Furniture and office equipment | | Leasehold improvements | | Land and Building | | Total |
| $ | | $ | | $ | | $ |
Cost | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance – December 31, 2020 | 1,078 | | | 1,856 | | | 393 | | | 3,327 | |
Additions | 127 | | | 44 | | | — | | | 171 | |
| | | | | | | |
Effects of foreign exchange | (28) | | | (42) | | | (18) | | | (88) | |
Balance – March 31, 2021 | 1,177 | | | 1,858 | | | 375 | | | 3,410 | |
| | | | | | | |
Accumulated depreciation | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance – December 31, 2020 | 526 | | | 432 | | | 79 | | | 1,037 | |
Depreciation | 63 | | | 75 | | | 5 | | | 143 | |
Effects of foreign exchange | (15) | | | (9) | | | (6) | | | (30) | |
Balance – March 31, 2021 | 574 | | | 498 | | | 78 | | | 1,150 | |
| | | | | | | |
Carrying value | | | | | | | |
Balance – December 31, 2020 | 552 | | | 1,424 | | | 314 | | | 2,290 | |
Balance – March 31, 2021 | 603 | | | 1,360 | | | 297 | | | 2,260 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Acquired | | |
| | Customer relationships | | Technology | | Trademarks | | Total |
| | $ | | $ | | $ | | $ |
Cost | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Balance – December 31, 2020 (Note 3) | | 1,534 | | | 577 | | | 50 | | | 2,161 | |
Additions | | — | | | — | | | — | | | — | |
Effects of foreign exchange | | (69) | | | (26) | | | (2) | | | (97) | |
Balance – March 31, 2021 | | 1,465 | | | 551 | | | 48 | | | 2,064 | |
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
March 31, 2021
(expressed in thousands of US dollars, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Acquired | | |
| | Customer relationships | | Technology | | Trademarks | | Total |
| | | | | | | | |
Accumulated amortization | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Balance – December 31, 2020 (Note 3) | | 43 | | | 19 | | | 3 | | | 65 | |
Amortization | | 62 | | | 28 | | | 5 | | | 95 | |
Effects of foreign exchange | | (3) | | | (1) | | | — | | | (4) | |
Balance – March 31, 2021 | | 102 | | | 46 | | | 8 | | | 156 | |
| | | | | | | | |
Carrying value | | | | | | | | |
Balance – December 31, 2020 (Note 3) | | 1,491 | | | 558 | | | 47 | | | 2,096 | |
Balance – March 31, 2021 | | 1,363 | | | 505 | | | 40 | | | 1,908 | |
| | | | | |
| $ |
Balance – December 31, 2019 | — | |
Additions | 5,563 | |
Effects of foreign exchange | 37 | |
Balance – December 31, 2020 | 5,600 | |
Adjustments (Note 4) | (102) | |
Effects of foreign exchange | (13) | |
Balance – March 31, 2021 | 5,485 | |
| |
Credit Facility
On July 25, 2019, the Company secured a committed revolving term credit facility (the “Credit Facility”) from the Toronto-Dominion Bank. Upon the closing of initial public offering on October 8, 2019, the commitment was increased to $15,000. The amount available to be drawn under the Credit Facility from time to time is equal to the lesser of (i) the commitment and (ii) an amount equal to the trailing one-month consolidated recurring revenue of the Company (“MRR”) multiplied by six multiplied by the trailing twelve month gross retention rate percentage on MRR (which rate shall not exceed 100%), minus the amount of any statutory prior claims then in existence. The Credit Facility will mature on July 25, 2022 (the “Maturity Date”). The Maturity Date may be extended for an additional 364 days, at the discretion of the lender, upon the Company providing written notice to the lender requesting such an extension. Interest on the drawn facility is set at LIBOR plus 2.75%. The standby fee on the undrawn balance is 0.50%.
As at March 31, 2021 and December 31, 2020 no balance has been drawn.
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
March 31, 2021
(expressed in thousands of US dollars, except share amounts)
Net finance income
Net finance income for the three months ended March 31, 2021 and 2020 is comprised of:
| | | | | | | | | | | | | | | |
| | | |
| | | | | 2021 | | 2020 |
| | | | | $ | | $ |
| | | | | | | |
Interest on contingent consideration | | | | | 18 | | | — | |
Interest on lease obligations | | | | | 85 | | | 80 | |
Interest on credit facility | | | | | 12 | | | 12 | |
Interest income | | | | | (117) | | | (164) | |
Bank fees and other | | | | | — | | | (11) | |
| | | | | (2) | | | (83) | |
| | | | | | | | | | | |
Authorized: | | | |
Unlimited common shares with no par value | | | |
Issued and outstanding: | | | |
| Number of shares | | Amount |
Balance – December 31, 2019 | 28,454,200 | | | 89,745 | |
Stock option exercise | 191,429 | | | 342 | |
IPO share issuance (i) | 500,000 | | | 18,106 | |
DSU release | 5,883 | | | 86 | |
forMetris acquisition (ii) | 29,024 | | | 1,163 | |
IPO share issuance (iii) | 3,450,000 | | | 154,915 | |
Balance – December 31, 2020 | 32,630,536 | | | 264,357 | |
Stock option exercise | 62,388 | | | 143 | |
| | | |
| | | |
| | | |
| | | |
Balance – March 31, 2021 | 32,692,924 | | | 264,500 | |
(i) On August 27, 2020, the Company completed a bought deal offering comprised of 500,000 common shares issued from treasury and offered by the Company for gross proceeds of $19,029 (C$25,000). Share issuance costs for the Company amounted to $923 resulting in net proceeds of $18,106.
(ii) On October 30, 2020, the Company acquired all of the issued and outstanding shares of forMetris for total consideration of $6,417 (Note 4). Consideration included the issuance of 29,024 common shares to the vendors of forMetris for consideration of $1,163. The measurement of the shares consideration was determined as the fair value of the shares of $40.07 (C$53.38) per share at the closing date.
(iii) On December 7, 2020, the Company completed an IPO in the United States and concurrently listed its common shares on the Nasdaq Global Select Market and issued 3,450,000 common shares for a total gross consideration of $165,600. Share issuance costs amounted to $10,685 resulting in net proceeds of $154,915.
| | | | | |
12 | Share-based compensation |
The Company has four components within its share-based compensation plan: stock options, deferred share units (“DSUs”), restricted share units (“RSUs”) and performance share units (“PSUs”). Share-based compensation expense for the three months ended March 31, 2021 was $378 (2020 - $370). The expense associated with each component is as follows for the three months ended March 31:
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
March 31, 2021
(expressed in thousands of US dollars, except share amounts)
| | | | | | | | | | | | | | | |
| | | |
| | | | | 2021 | | 2020 |
| | | | | $ | | $ |
Stock options | | | | | 262 | | | 262 | |
DSUs | | | | | 116 | | | 108 | |
| | | | | 378 | | | 370 | |
There were no RSUs or PSUs issued and outstanding for the three months ended March 31, 2021 and 2020.
The changes in the number of stock options during the three months ended March 31, 2021 and 2020 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | 2020 |
| Number of options | | Weighted average exercise price | | Number of options | | Weighted average exercise price |
| # | | C$ | | # | | C$ |
Options outstanding – December 31 | 1,516,641 | | | 6.73 | | | 1,692,347 | | | 5.41 | |
Options granted | 156,543 | | | 50.35 | | | 40,218 | | | 11.06 | |
Options forfeited | — | | | — | | | (38,385) | | | 9.51 | |
Options exercised | (62,388) | | | 1.85 | | | (16,100) | | | 2.26 | |
| | | | | | | |
Options outstanding – March 31 | 1,610,796 | | | 11.16 | | | 1,678,080 | | | 5.48 | |
Options exercisable – March 31 | 897,676 | | | 2.74 | | | 963,600 | | | 1.27 | |
The following table is a summary of the Company’s share options outstanding as at March 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Options outstanding | | Options exercisable |
Exercise price range | | Number outstanding | | Weighted average remaining contractual life (years) | | Exercise price range | | Number exercisable |
C$ | | # | | # | | C$ | | # |
0.001 - 1.09 | | 840,418 | | | 6.09 | | 0.001 - 1.09 | | 752,018 | |
| | | | | | | | |
8.86 - 11.06 | | 215,120 | | | 9.72 | | 8.86 - 11.06 | | 79,264 | |
15.79 - 16.00 | | 373,883 | | | 8.53 | | 15.79 - 16.00 | | 66,394 | |
26.43 - 64.19 | | 181,375 | | | 9.94 | | 26.43 - 64.19 | | — | |
| | 1,610,796 | | | 7.57 | | | | | 897,676 | |
The following table is a summary of the Company’s share options outstanding as at March 31, 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
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 | | 1,067,800 | | | 5.94 | | | 0.0001 - 1.09 | | 927,200 | |
| | | | | | | | |
8.86 - 11.06 | | 221,818 | | | 10.69 | | | 8.86 - 11.06 | | 36,400 | |
15.79 - 16.00 | | 388,462 | | | 9.54 | | | 15.79 - 16.00 | | — | |
| | | | | | | | |
| | 1,678,080 | | | 8.02 | | | | | 963,600 | |
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
March 31, 2021
(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, 2019 | 36,250 | |
Granted (at C$26.43 per unit) | 15,833 | |
Released (at C$16.00 - 45.54 per unit) | (5,883) | |
Forfeited (at C$38.87 per unit) | (2,058) | |
| |
DSUs – December 31, 2020 | 44,142 | |
Granted (at C$53.03 - 77.47 per unit) | 2,730 | |
| |
| |
DSUs - March 31, 2021 | 46,872 | |
The following table summarizes the calculation of the weighted average number of basic and diluted common shares:
| | | | | | | | | | | |
| 2021 | | 2020 |
| # | | # |
Weighted average number of basic Common Shares | 32,781,080 | | | 28,530,300 | |
Share options | — | | | 990,258 | |
DSUs | — | | | 36,250 | |
Weighted average number of diluted Common Shares | 32,781,080 | | | 29,556,808 | |
The Company has two categories of potentially dilutive securities: share options and DSUs. All potentially dilutive securities have been excluded from the calculation of diluted loss per share as of March 31, 2021 given the Company is in a net loss position during the period. Including the dilutive securities would be anti-dilutive; therefore, basic and diluted number of shares used in the calculation is the same for the three months ended March 31, 2021.
The outstanding number and type of securities that could potentially dilute basic net loss per share in the future but would have decreased the loss per share (anti-dilutive) as at March 31, 2021 are as follows:
| | | | | | | |
| 2021 | | |
| # | | |
Share options | 1,154,738 | | | |
DSUs | 46,872 | | | |
| 1,201,610 | | | |
The Company derives its revenues from two main sources, subscription to its software-as-a-service applications (“SaaS”), 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
March 31, 2021
(expressed in thousands of US dollars, except share amounts)
The following table represents disaggregation of revenue for the three months ended March 31:
| | | | | | | | | | | | | | | |
| | | |
| | | | | 2021 | | 2020 |
| | | | | $ | | $ |
Subscription revenue | | | | | 19,775 | | | 12,198 | |
Professional services | | | | | 1,967 | | | 1,332 | |
| | | | | 21,742 | | | 13,530 | |
The following table represents cost of revenue for the three months ended March 31:
| | | | | | | | | | | | | | | |
| | | |
| | | | | 2021 | | 2020 |
| | | | | $ | | $ |
Employee wages and benefits | | | | | 2,785 | | | 1,855 | |
Web hosting fees | | | | | 711 | | | 690 | |
Partner fees | | | | | 155 | | | 158 | |
Other | | | | | 213 | | | 130 | |
| | | | | 3,864 | | | 2,833 | |
The total employee compensation comprising salaries and benefits, inclusive of tax credits, for the three months ended March 31, 2021 was $14,940 (2020 - $9,392).
Employee compensation costs were included in the following expenses for the three months ended March 31:
| | | | | | | | | | | | | | | |
| | | |
| | | | | 2021 | | 2020 |
| | | | | $ | | $ |
Cost of revenue | | | | | 2,785 | | | 1,855 | |
General and administrative | | | | | 2,295 | | | 1,575 | |
Sales and marketing | | | | | 6,578 | | | 3,564 | |
Research and development | | | | | 3,282 | | | 2,398 | |
| | | | | 14,940 | | | 9,392 | |
| | | | | |
17 | Related party transactions |
Key management personnel are those persons having the authority and responsibility for planning, directing and controlling activities of the entity, directly or indirectly, including the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Technology Officer and equivalent and Directors.
Compensation expense for the Company’s key management personnel for the three months ended March 31, 2021 and 2020 is as follows:
| | | | | | | | | | | | | | | |
| | | |
| | | | | 2021 | | 2020 |
| | | | | $ | | $ |
Salaries and benefits | | | | | 1,005 | | | 814 | |
Share-based compensation | | | | | 227 | | | 160 | |
| | | | | 1,232 | | | 974 | |
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
March 31, 2021
(expressed in thousands of US dollars, except share amounts)
| | | | | |
18 | 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. There are no receivables from individual customers for 10% or more of revenues or receivables. 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. The items being carried at fair value or 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 valuation method and significant assumptions used to determine the fair value of the contingent consideration has been disclosed in Note 4. During the quarter, 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 months ended March 31, 2021 and 2020.
| | | | | | | | | | | | | | | |
| | | |
| | | | | 2021 | | 2020 |
| | | | | $ | | $ |
North America | | | | | 15,222 | | | 9,614 | |
Europe, the Middle East and Africa (“EMEA”) | | | | | 6,520 | | | 3,916 | |
| | | | | 21,742 | | | 13,530 | |