| |
| Sangoma Technologies Corporation |
| Condensed consolidated interim statements of income (loss) and comprehensive income (loss) |
| For the three and six month periods ended December 31, 2021 and 2020 |
| (Unaudited in US dol ars) |
| | | | | | | Six month periods ended | Three month periods ended |
| | December 31, | | December 31, |
| | 2021 | 2020 | 2021 | 2020 |
| | $ | $ | $ | $ |
| Revenue (Note 19) | | | | | 54,235,996 | | 27,086,905 | | 106,714,727 | | 53,309,853 | |
| Cost of sales | | | | | 14,833,191 | | 9,156,990 | | | | 29,458,978 | | 18,065,305 | |
| Gross profit | | | | | 39,402,805 | | 17,929,915 | | 77,255,749 | | 35,244,548 | |
| Expenses |
| Sales and marketing | | | | | 14,244,855 | | 4,134,063 | | | | 27,332,226 | | 7,959,141 | |
| Research and development | | | | | 7,759,342 | | 4,200,177 | | | | 16,118,873 | | 8,782,931 | |
| General and administration | | | | | 18,147,635 | | 6,800,543 | | | | 35,414,451 | | 13,171,853 | |
| Foreign currency exchange (gain) loss | | 92,392 | | | | (3,595) | | | | 85,516 | | | | (15,618) | |
| | | | | 40,244,224 | | 15,131,188 | | 78,951,066 | | 29,898,307 | |
| Income (loss) before interest expense (net), business integration costs, exchange listing expense, gain on change in fair value of consideration |
| payable, business acquisition costs and income taxes | | (841,419) | | | | 2,798,727 | | | | (1,695,317) | | 5,346,241 | |
| Interest expense (net) (Notes 9, 13, 17) | | 597,451 | | | | 372,205 | | | | 1,253,031 | | 760,490 | |
| Business integration costs | | - | | | | - | | | | 836,317 | | | | - | | | | | | | |
| Exchange listing expense | | | | | 1,050,635 | | - | | | | 1,050,635 | | - | | | | | | | |
| Loss(Gain) on change in fair value of consideration payable (Note 16) | | (142,809) | | | | - | | | | 104,258 | | | | - | | | | | | | |
| Business acquisition costs (Note 20) | | - | | | | 750 | | | | - | | | | 808 | | | | | | | |
| | | | | 1,505,277 | | 372,955 | | | | 3,244,241 | | 761,298 | |
| Income (loss) before income tax | | | | | (2,346,696) | | 2,425,772 | | | | (4,939,558) | | 4,584,943 | |
| Provision for income taxes |
| Current (Note 10) | | 437,790 | | | | 1,288,717 | | | | 807,598 | | | | 1,484,657 | |
| Deferred (Note 10) | | (307,403) | | | | (635,647) | | | | (969,283) | | | | (251,934) | |
| Net income (loss) | | | | | (2,477,083) | | 1,772,702 | | | | (4,777,873) | | 3,352,220 | |
| Other comprehensive income (loss)Items to be reclassified to net income |
| Change in fair value of interest rate |
| swaps, net of tax (Note 9) | | 112,039 | | | | 55,722 | | | | 151,059 | | | | 91,839 | |
| Comprehensive income (loss) | | | | | (2,365,044) | | 1,828,424 | | | | (4,626,814) | | 3,444,059 | |
| Earnings per share |
| Basic (Note 11(i i)) | | (0.078) | | | $ | 0.112 | | | $ | (0.151) | | | $ | 0.223 | $ |
| Diluted (Note 11(i i)) | | (0.078) | | | $ | 0.110 | | | $ | (0.151) | | | $ | 0.219 | $ |
| Weighted average number |
| of shares outstanding (Note 11(iii))Basic |
| | | | | 31,726,308 | | 15,885,707 | | 31,721,761 | | 15,062,849 | |
| Diluted | | | | | 31,726,308 | | 16,141,844 | | 31,721,761 | | 15,292,886 | |
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| The accompanying notes are an integral part of these condensed consolidated interim financial statements. The comparative periods have been retrospectively adjusted to reflect the change in presentation currency from Canadian dollars to US dol ars (Note 2). |
| 4 |
| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 1. | | | | General information |
| | | | Founded in 1984, Sangoma Technologies Corporation (“Sangoma” or the “Company”) is publicly traded on the Toronto Stock Exchange (TSX: STC) and NASDAQ (NASDAQ: SANG). The Company’s shares were traded on the TSX Venture Exchange under the symbol STC until November 1, 2021, at which point the Company’s shares commenced trading on the TSX. In conjunction with listing on the TSX, the Company’s shares were delisted from the TSX Venture Exchange. The Company’s shares commenced trading on NASDAQ on December 16, 2021. The Company was incorporated in Canada, its legal name is Sangoma Technologies Corporation and its primary operating subsidiaries for fiscal 2022 are Sangoma Technologies Inc., Sangoma US Inc., VoIP Supply LLC, Digium Inc., VoIP Innovations LLC and Star2Star Communications LLC. |
| | | | Sangoma is a leading provider of hardware and software components that enable or enhance Internet Protocol Communications Systems for both telecom and datacom applications. Enterprises, small to medium sized businesses (“SMBs”) and telecom operators in over 150 countries rely on Sangoma’s technology as part of their mission critical infrastructures. The product line includes data and telecom boards for media and signal processing, as well as gateway appliances and software. |
| | | | The Company is domiciled in Ontario, Canada. The address of the Company’s registered office is 100 Renfrew Dr., Suite 100, Markham, Ontario, L3R 9R6 and the Company operates in multiple jurisdictions. |
| 2. | | | | Significant accounting policies |
| | | | Statement of compliance and basis of presentation |
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| | | | | The accompanying condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting. The condensed consolidated interim financial statements do not include all the information required for annual consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended June 30, 2021. |
| | | | These condensed consolidated interim financial statements were, at the recommendation of the audit committee, approved and authorized for issuance by the Company’s Board of Directors on February 10, 2022. |
| | | | These condensed consolidated interim financial statements were prepared using the same basis of presentation, accounting policies and methods of computation as those of the audited consolidated financial statements for the year ended June 30, 2021, except for the change in presentation currency of the Company from Canadian dollars to US dol ars described below: |
| | | | Change in presentation currency of the Company |
| | | | Effective July 1, 2021, the Company elected to change the presentation currency in its condensed consolidated interim financial statements from Canadian dollars to US dollars, which was applied on a retrospective basis. |
| | | | Since July 1, 2020, the Company and all of its significant wholly-owned operating subsidiaries are measured in US dollar as the functional currency. The US dollar translated amounts of nonmonetary assets and liabilities as at July 1, 2020 became the historical accounting basis for those assets and liabilities at July 1, 2020. Transactions in non-USD currencies are initial y recorded in the US dol ar by applying the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in other than US dollar are revaluated at the foreign exchange rate at the reporting date. Foreign exchange differences arising on translation are recognized in the income statement. As both functional currency and presentation currency are US dollar, there is no further need to translate for its presentation. |
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| | | 7 |
| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 2. | | | | Significant accounting policies (continued) |
| | | | Change in presentation currency of the Company (continued) |
| | | | A change in presentation currency represents a change in an accounting policy in terms of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. The Company has retrospectively applied the change to its comparative information for the three and six month periods ended December 31, 2020 and for the fiscal year ended June 30, 2021 by removing the translation adjustments applied in prior year’s statements and reverting to present the amounts and balances in their US dollar functional currency. |
| | | | It should be noted that the functional currencies of the Company’s primary economic environments in which underlying businesses operate remain unchanged and that foreign exchange exposures wil therefore be unaffected by the change, albeit that the effects of such exposures will be presented in US dollar. All other accounting policies remain consistent with those adopted in the audited consolidated financial statements for the year ended June 30, 2021. |
| | | | Share consolidation (reverse stock split) On November 2, 2021, the Company implemented a consolidation (the “reverse stock split”) of its outstanding Common Shares on the basis of one new Common Share for every seven currently outstanding Common Shares (the “Consolidation Ratio”). At the special meeting of the Company’s shareholders held on September 23, 2021, the Company’s shareholders granted the Company’s Board of Directors discretionary authority to implement a consolidation of the issued and outstanding common shares of the Company on the basis of a consolidation ratio of up to 20 pre-consolidation common shares for one post-consolidation common share. The Board of Directors selected a share consolidation ratio of seven pre-consolidation common shares for one post-consolidation common share. The Company’s common shares began trading on the TSX on a post-consolidation basis under the Company’s existing trade symbol "STC" on November 8, 2021. In accordance with International Financial Reporting Standards (“IFRS”), the change has been applied retrospectively. The reverse stock split did not cause an adjustment to the par value or the authorized shares of the common stock. As a result of the reverse stock split, the Company further adjusted the share amounts and exercise prices under its option plans and outstanding options. IAS 33 Earnings per Share (paragraph 64) requires retrospective restatement of earnings per share for a reverse stock split that occurs subsequent to the balance sheet date but before the date of authorization of the statements. As a result, all disclosures of common shares, per common share data and data related to options in the accompanying condensed consolidated interim financial statements and related notes reflect this reverse stock split for all periods presented. |
| 3. | | | | Significant accounting judgments, estimates and uncertainties |
| | | | | Except for the change in the Company’s presentation currency, these unaudited condensed consolidated interim financial statements were prepared using the same basis of presentation, accounting policies and methods of computation as those of the audited consolidated financial statements for the year ended June 30, 2021 and which are available at www.sedar.com. They were prepared using the same critical estimates and judgments in applying the accounting policies as those of the audited consolidated financial statements for the year ended June 30, 2021. |
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| | | 8 |
| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 7. | | | | Development costs |
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| | | | Each period, additions to development costs are recognized net of investment tax credits accrued. In addition to the above amortization, the Company has recognized $7,418,907 and $15,603,487 of engineering expenditures as an expense during the three and six months periods ended December 31, 2021 (three and six month periods ended December 31, 2020 - $3,953,789 and $8,094,517). |
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| 8. | | | | Goodwill |
| | | | The carrying amount and movements of goodwil was as follows: |
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| | | | For the six month period ended December 31, 2021, the addition to goodwill was from the acquisition of M2 on July 16, 2021 (Note 20). The addition to goodwil for the year ended June 30, 2021 was from the acquisition of StarBlue Inc. on March 31, 2021 (Note 20). |
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| | | 12 |
| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 9. | | | | Operating facility and loan and derivative liability |
| | | | (a) Operating facility and loan |
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| | | | (i) | The Company entered into a new loan facility with two banks and drew down the first tranche of $34,800,000 ($45,699,360 CAD) on October 18, 2019. This loan facility was used to pay down and close all existing loans and to fund part of the purchase of VoIP Innovations LLC. This term facility is repayable over six years on a straight-line basis. The interest rates charged are based on Prime rate, US Base rate, London Inter-Bank Offered Rate (LIBOR) or Canadian Dollar Offered Rate (CDOR) plus the applicable margin. Under the terms of these term facilities, the Company may convert the loans from variable to a fixed loan. The Company is required to lock in the interest rate on one half of the term loan within three months of each draw down. On January 21, 2020, the Company converted its US Base Rate loan to a one-month LIBOR loan plus the credit spread based on the syndicated loan agreement entered on October 18, 2019. Separately, as required under the agreement, the Company locked in half of the original loan amount by entering a 5-year interest rate credit swap with the two banks for $8,700,000 each. The swaps together with protection against the 0% LIBOR floor have effectively converted one half of the variable LIBOR rate to a fixed loan of approximately 4.2% for five years of the six-year remaining balance on the loan. The repayment schedule for the loan has not been impacted by either of these changes. The balance outstanding against this term loan facility as of December 31, 2021 is $21,750,000 (June 30, 2021 - $24,650,000). As at December 31, 2021, term loan facility balance of $5,800,000 (June 30, 2021 - $5,800,000) is classified as current and $15,950,000 (June 30, 2021 - $18,850,000) as long-term in the condensed consolidated interim statements of financial position. |
| | | | (i ) | The Company also had revolving credit facilities which included a committed revolving credit facility for up to CAD $8,000,000 and a committed swingline credit facility for up to CAD $2,000,000 both of which may be used for general business purposes. On April 3, 2020, the Company drew down $1,300,000 ($1,838,460 CAD) on the swingline credit facility available under the Credit Agreement. On April 17, 2020, the Company drew down $5,300,000 ($7,439,610 CAD) from the revolving credit facility. During August 2020, the Company paid back in ful the outstanding amounts on the swingline credit facility and the revolving credit facility. Both facilities remain fully available to the Company. |
| | | | (i i) | On March 31, 2021, the Company amended its term loan facility with its lenders and drew down an additional $52,500,000 to fund part of the acquisition of StarBlue Inc. At the time of the draw down of the additional amounts, the following amendments were made to the agreement: |
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| | The provision for additional funding related to VoIP Innovations under the original |
| | agreement was no longer necessary and has been cancelled. |
| | The swingline facility was converted from CAD $2,000,000 to USD $1,500,000. |
| | The revolver facility was converted from CAD $8,000,000 to USD $6,000,000. The debt to equity ratio calculation now al ows the Company to offset up to US |
| | $10,000,000 of unrestrained funds against the outstanding amount of the debt. |
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| | | | | The interest rates charged continue to be based on Prime rate, US Base rate, London Inter-Bank Offered Rate (LIBOR) or Canadian Dollar Offered Rate (CDOR) plus the applicable margin. The incremental draw is repayable, on a straight-line basis, through quarterly payments of $2,187,500 and is due to mature on October 18, 2024. As at December 31, 2021, $8,750,000 (June 30, 2021 - $8,750,000) of the incremental facility is classified as current and $37,187,500 (June 30, 2021 – $41,562,500) is classified as long-term in the condensed consolidated interim statements of financial position. |
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| | | 13 |
| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 9. | | | | Operating facility and loan and derivative liability (continued) |
| | | | For the three month and six month periods ended December 31,2021, the Company incurred interest costs to service the borrowing facilities in the amount of $500,688 and $1,036,937 (for the three month and six month periods ended December 31, 2020 - $295,894 and $603,232). During the six month period ended December 31, 2021, the Company borrowed $nil (six month period ended December 31, 2020 - $nil) in operating facility and loans and repaid $7,275,000 (six month period ended December 31, 2020 - $9,500,000). |
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| | | | Under its credit agreements with its lenders, the Company must satisfy certain financial covenants, principal y in respect of total funded debt to earnings before interest, taxes and amortization (“EBITDA”), and debt service coverage ratio. As at December 31, 2021 and June 30, 2021, the Company was in compliance with al covenants related to its credit agreements. (b) Derivative liability The Company uses derivative financial instruments to hedge its exposure to interest rate risks. Al derivative financial instruments are recognized as either assets or liabilities at fair value on the condensed consolidated interim statements of financial position. Upon entering into a hedging arrangement with an intent to apply hedge accounting, the Company formally documents the hedge relationship and designates the instrument for financial reporting purposes as a fair value hedge, a cash flow hedge, or a net investment hedge. When the Company determines that a derivative financial instrument qualifies as a cash flow hedge and is effective, the changes in fair value of the instrument are recorded in accumulated other comprehensive income (loss), net of tax in the condensed consolidated interim statements of financial position and wil be reclassified to earnings when the hedged item affects earnings. On January 21, 2020, the Company converted its US Base Rate loan to a one-month LIBOR loan plus the credit spread based on the syndicated loan agreement entered into on October 18, 2019. Separately, as required under the agreement, the Company locked in half of the original loan amount by entering into a 5-year interest rate credit swap with the two banks for $8,700,000 each to manage its exposure to changes in LIBOR-based interest rates. The interest rate swap hedges the variable cash flows associated with the borrowings under the loan facility, effectively providing a fixed rate of interest for five years of the six-year loan term. The interest rate swap arrangement with two banks became effective on January 31, 2020, with a maturity date of December 31, 2024. The notional amount of the swap agreement at inception was $17,400,000 and decreases in line with the term of the loan facility. As of December 31, 2021, the notional amount of the interest rate swap was $11,347,826 (June 30, 2021 – $12,860,870). The interest rate swap has a weighted average fixed rate of 1.65% (June 30, 2021 – 1.65%) and has been designated as an effective cash flow hedge and therefore qualifies for hedge accounting. As at December 31, 2021, the fair value of the interest rate swap liability was valued at $182,256 (June 30, 2021 - $333,315) and was recorded as derivative liability in the condensed consolidated interim statements of financial position. For the three and six month periods ended December 31, 2021, the change in fair value of the interest rate swaps, net of tax, was a gain of $112,039 and $151,059 (three and six month periods ended December 31, 2020 – gain of $55,722 and $91,839) was recorded in other comprehensive income (loss) in the condensed consolidated interim statements of income (loss) and comprehensive income (loss). The fair value of interest rate swap is determined based on the market conditions and the terms of the interest rate swap agreement using the discounted cash flow methodology. Any differences between the hedged LIBOR rate and the fixed rate are recorded as interest expense on the same period that the related interest is recorded for the loan facility based on the LIBOR rate. |
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| | | 14 |
| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 10. | | | | Income tax (continued) |
| | | | The income tax benefit of eligible SR&ED costs incurred in prior years but not utilized has been taken into account in these condensed consolidated interim financial statements. |
| 11. | | | | Shareholders’ equity |
| | | | (i) | Share capital |
| | | | The Company’s authorized share capital consists of an unlimited number of common shares without par value. As at December 31, 2021 and 2020, the Company’s issued and outstanding common shares consist of the following: |
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| | | | On March 31, 2021, the Company acquired StarBlue Inc. and issued 3,018,685 common shares valued in the amount of $66,873,399 as part of the consideration, and 18,456 common shares valued in the amount of $330,460 as part of the acquisition costs (Note 20). Under the terms of the agreement, a further 12,695,600 common shares valued in the amount of $192,101,973 will be issued in instalments over fourteen quarters commencing on April 1, 2022 which would bring the total common shares to 31,717,214. The $192,101,973 discounted value of the 12,695,600 common shares not yet issued is recorded as shares to be issued in the condensed consolidated interim statements of changes in shareholders’ equity. On July 30, 2020, the Company closed its short-form prospectus offering with 5,000,857 common shares being issued at a price of CAD$16.10 per common share including 652,285 common shares issued upon the exercise in ful of the over-allotment option grant to the Underwriter for aggregate gross proceeds of CAD $80,513,800 and net proceeds of CAD $75,283,264 ($56,295,235). |
| | | | During the three and six month periods ended December 31, 2021, a total of 39,594 and 39,594 (three and six month periods ended December 31, 2020 – 37,503 and 37,936) options were exercised for cash consideration of $346,483 and $346,483, (three and six month periods ended December 31, 2020 - $67,096 and $67,508) and the Company recorded a charge of $177,707 and $177,707 (three month and six month periods ended December 31,2020 - $36,072 and $36,484 ) from contributed surplus to share capital. |
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| | | 17 |
| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 11. | | | | Shareholders’ equity (continued) |
| | | | (i ) | Stock options |
| | | | During the year ended June 30, 2020, the shareholders of the Company amended the stock option plan |
| | | | (the “plan”) for officers, employees and consultants of the Company. The number of common shares that may be set aside for issuance under the plan (and under all other management stock option and employee stock option plans) is limited to 10% of the outstanding common shares of the corporation provided that the Company complies with the provisions of policies, rules and regulations of applicable securities legislation. The maximum number of common shares that may be reserved for issuance to any one person under the plan is 5% of the common shares outstanding at the time of grant (calculated on a non-diluted basis) less the number of common shares reserved for issuance to such person under any stock option to purchase common shares granted as a compensation or incentive mechanism. Any common shares subject to a stock option, which for any reason are terminated, cancelled, exercised, expired, or surrendered will be available for a subsequent grant under the plan, subject to regulatory requirements. |
| | | | The stock option price of any common shares cannot be less than the closing price or the minimum price |
| | | | as determined by applicable regulatory authorities of the relevant class or series of shares, on the day immediately preceding the day on which the stock option is granted. Stock options granted under the plan may be exercised during a period not exceeding five years from the date of grant, subject to earlier termination on the termination of the optionee’s employment, on the optionee’s ceasing to be an employee, officer or director of the Company or any of its subsidiaries, as applicable, or on the optionee’s retiring, becoming permanently disabled or dying, subject to certain grace periods to allow the optionee or his or her personal representative time to exercise such stock options. The stock options are non-transferable. The plan contains provisions for adjustment in the number of common shares issuable thereunder in the event of the subdivision, consolidation, reclassification or change of the common shares, a merger, or other relevant changes in the Company’s capitalization. The board of directors may, from time to time, amend or revise the terms of the plan or may terminate the plan at any time. |
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| | | | The following table shows the movement in the stock option plan: |
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| | | | The Company uses the fair value method to account for all share-based awards granted to employees, officers, and directors. The estimated fair value of stock options granted is determined using the Black-Scholes option pricing model and is recorded as a charge to income over the vesting period of the stock options, with a corresponding increase to contributed surplus. Stock options are granted at a price equal to or above the fair value of the common shares on the day immediately preceding the date of the grant. The consideration received on the exercise of stock options is added to stated capital at the time of exercise. |
| | | 18 |
| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 11. | | | | Shareholders’ equity (continued) |
| | | | (i ) | Stock options (continued) |
| | | | On September 30, 2021, the Company granted 285,714 stock options to employees, officers, and directors at a strike price of $18.62 vesting over a period of four years. |
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| | | | The following table summarizes information about the stock options outstanding and exercisable at the end of each period: |
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| | | | For the three and six month periods ended December 31, 2021, the Company recognized share-based compensation expense in the amount of $2,332,976 and $4,452,261 (three and six month periods ended December 31, 2020 - $129,900 and $284,378). |
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| | | | (i i) Earnings per share |
| | | | Both the basic and diluted earnings per share have been calculated using the net income attributable to the shareholders of the Company as the numerator. |
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| | | 19 |
| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 11. | | | | Shareholders’ equity (continued) |
| | | | (i i) Earnings per share (continued) |
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| | | | | Under the terms of the StarBlue Inc. share purchase agreement, a further 12,695,600 shares will be issued in instalments over the fourteen quarters commencing on April 1, 2022. |
| 12. | | | | Related parties |
| | | | The Company’s related parties include key management personnel and directors. Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantees were given or received. Outstanding balances payable are usually settled in cash and relate to director fees. |
| | | | The Company had incurred no related party transactions during the six month period ended December 31, 2021 (six month period ended December 31, 2020 - $nil) and had no outstanding balance with related parties as at December 31, 2021 (June 30, 2021 - $nil). |
| 13. | | | | Financial instruments |
| | | | The fair values of the cash and cash equivalents, trade receivables, contract assets, other current assets, accounts payable and accrued liabilities, consideration payable and derivative liability approximate their carrying values due to the relatively short-term nature of these financial instruments or as these financial instruments are fair valued at each reporting period. The fair values of operating facility and loans approximate their carrying values due to variable interest loans or fixed rate loan, which represent market rate. |
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| | | | Cash and cash equivalents are comprised of: |
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| | | | Cash includes demand deposits with financial institutions and cash equivalents consist of short-term, highly liquid investments purchased with original maturities of three months or less. As at December 31, 2021 and June 30, 2021, the Company had no cash equivalents. |
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| | | 20 |
| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 13. | | | | Financial instruments (continued) |
| | | | Total interest income and interest expense for financial assets or financial liabilities that are not at fair value through profit or loss can be summarized as fol ows: |
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| | | | The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include credit risk, liquidity risk, foreign currency risk, interest rate risk and market risk. |
| | | | 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 obligations. Where possible, the Company uses an insurance policy with Export Development Canada (“EDC”) for its trade receivables to manage this risk and minimize any exposure. |
| | | | The Company’s maximum exposure to credit risk for its trade receivables is summarized as follows with some of the over 90-day receivable not being covered by EDC: |
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| | | | The movement in the provision for expected credit losses can be reconciled as fol ows: |
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| | | 21 |
| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 13. | | | | Financial instruments (continued) |
| | | | The Company applies the simplified approach to provide for expected credit losses as prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for al trade receivables and contract assets. The expected credit loss provision is based on the Company’s historical collections and loss experience and incorporates forward-looking factors, where appropriate. The provision matrix below shows the expected credit loss rate for each aging category of trade receivables. |
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| | | | Substantial y all of the Company’s cash and cash equivalents are held with major Canadian or US financial institutions and thus the exposure to credit risk is considered insignificant. Management actively monitors the Company’s exposure to credit risk under its financial instruments, including with respect to trade receivables. |
| | | | Liquidity risk |
| | | | Liquidity risk is the risk that the Company wil not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal operating requirements. The Company coordinates this planning and budgeting process with its financing activities through its capital management process. |
| | | | The Company holds sufficient cash and cash equivalents and working capital, maintained through stringent cash flow management, to ensure sufficient liquidity is maintained. The following are the undiscounted contractual maturities of significant financial liabilities of the Company as at December 31, 2021: |
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| | | 22 |
| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 13. | | | | Financial instruments (continued) |
| | | | Foreign currency risk A portion of the Company’s transactions occur in a foreign currency (Canadian dollars (CAD), Euros (EUR), and Great British Pounds (GBP)) and, therefore, the Company is exposed to foreign currency risk at the end of the reporting period through its foreign denominated cash, trade receivables, contract assets, accounts payable and accrued liabilities, and operating facility and loans. As at December 31, 2021, a 10% depreciation or appreciation of the CAD, EUR, and GBP against the U.S. dollar would have resulted in an approximate $111,882 (December 31, 2020 - $69,793) increase or decrease, respectively, in total comprehensive income (loss). |
| | | | Interest rate risk |
| | | | The Company’s exposure to interest rate fluctuations is with its credit facility (Note 9) which bears interest at a floating rate. As at December 31, 2021, a change in the interest rate of 1% per annum would have an impact of approximately $568,125 (December 31, 2020 - $137,750) per annum in finance costs. The Company also entered an interest rate swap arrangement for its loan facility (Note 9) to manage the exposure to changes in LIBOR-rate based interest rate. The fair value of the interest rate swaps was estimated based on the present value of projected future cash flows using the LIBOR forward rate curve. The model used to value the interest rate swaps included inputs of readily observable market data, a Level 2 input. As described in detail in Note 9, the fair value of the interest rate swaps was a liability of $182,256 on December 31, 2021 (June 30, 2021 – $333,315). |
| 14. | | | | Capital management |
| | | | The Company’s objectives in managing capital are to safeguard the Company’s assets, to ensure sufficient liquidity to sustain the future development of the business via advancement of its significant research and development efforts, to conservatively manage financial risk and to maximize investor, creditor, and market confidence. The Company considers its capital structure to include its shareholders’ equity and operating facilities and loans. Working capital is optimized via stringent cash flow policies surrounding disbursement, foreign currency exchange and investment decision-making. There have been no changes in the Company’s approach to capital management during the period and apart from the financial covenants as discussed in Note 9, the Company is not subject to any other capital requirements imposed by external parties. |
| 15. | | | | Contract liabilities |
| | | | Contract liabilities, which includes deferred revenues, represent the future performance obligations to customers in respect of services or customer activation fees for which consideration has been received upfront and is recognized over the expected term of the customer relationship. Contract liabilities as at December 31, 2021 and June 30, 2021 are below: |
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| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 16. | | | | Consideration payable |
| | | | As described in Note 20, consideration in the amount of $13,269,000 was payable as part of the acquisition of Star2Star. The fair value of consideration payable as of December 31, 2021 was determined using an effective tax rate of 24.56% and a discount rate of 4.9%. The fair value of the consideration payable is dependent upon the Company’s share price, foreign exchange rates and Company’s ability to utilize the underlying tax losses as they become available in each reporting period. For the three and six month periods ended December 31, 2021, the Company recognized a gain ($142,809) and a loss $104,258 on change in fair value of consideration payable (three and six month periods ended December 31, 2020 - $nil). The balance of consideration payable as at December 31, 2021 is summarized below: |
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| 17. | | | | Leases: Right-of-use assets and lease obligations |
| | | | | The Company’s lease obligations and right-of-use assets are presented below: |
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| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 19. | | | | Segment disclosures |
| | | | The Company operates in one operating segment; development, manufacturing, distribution and support of voice and data connectivity components for software-based communication applications. The majority of the Company’s assets are located in Canada and the United States of America (“USA”). The Company sells into three major geographic centers: USA, Canada and other foreign countries. The Company has determined that it has a single reportable segment as the Company’s decision makers review information on a consolidated basis. |
| | | | Revenues for group of similar products and services can be summarized for the three and six month periods ended December 31, 2021 and 2020 as follows: |
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| | | | The sales, in US dollars, in each of these geographic locations for the three and six month periods ended December 31, 2021 and 2020 as follows: |
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| | | | The non-current assets, in US dollars, in each of the geographic locations as at December 31, 2021 and June 30, 2021 are below: |
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| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 20. Business combinations |
| | | | a) On March 31, 2021, the Company acquired all of the shares of StarBlue Inc. (dba Star2Star |
| | | | Communications, herein “Star2Star”). The Company paid an aggregate purchase price of $381,636,405, which comprised of $109,392,033 cash consideration (adjusted from $105,000,000 as a result of initial closing adjustments), 15,714,285 common shares at a discounted value of $258,975,372, and an additional consideration payable for future tax benefit in the amount of $13,269,000. The Company issued 3,018,685 common shares (3,142,857 common shares less 124,172 shares representing a holdback for indemnification purposes) on closing of the acquisition, with the remaining 12,571,428 common shares to be issued and distributed in fourteen quarterly instal ments commencing on April 1, 2022. The fair value of the share consideration is determined using a put option pricing model with a share price of $22.99 ($28.91 CAD), volatility of 56.58%, risk free rate of 0.221% - 0.855%, time to maturity of 0.003 – 4.25 years. The fair value of $13,269,000 of consideration payable is related to estimated tax losses to be utilized in future years, and is determined using an effective tax rate of 24.56% and a discount rate of 4.9%. The Company acquired Star2Star to expand and broaden the suite of service offerings, add key customers and realize synergies by removing redundancies. The following table summarizes the fair value of consideration paid on the acquisition date and the allocation of the purchase price to the assets and liabilities acquired. |
| | | | | Consideration | USD |
| | | | | Cash consideration on closing | | 101,110,566 | |
| | | | | Net working capital adjustment | 446,834 | |
| | | | | Cash paid relating to debt | 2,581,193 | |
| | | | | Cash held in escrow for working capital | 1,000,000 | |
| | | | | Cash held in escrow for PPP loan forgiveness | 4,253,440 | |
| | | | | Additional consideration for tax | | 13,269,000 | |
| | | | | Common shares issued on closing | | 66,873,399 | |
| | | | | Common shares reserved in escrow for indemnification | 2,129,067 | |
| | | | | Common shares reserved for future issuance | | 189,972,906 | |
| | | | | | | 381,636,405 | |
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| | | | | Purchase price allocation | USD |
| | | | | Cash | 3,830,067 | |
| | | | | Accounts receivable | 5,562,064 | |
| | | | | Inventory | 1,448,237 | |
| | | | | Property and equipment | 5,334,933 | |
| | | | | Right-of-use assets | 2,584,109 | |
| | | | | Other current assets | 1,496,235 | |
| | | | | Accounts payable and accrued liabilities | | (8,324,491) | |
| | | | | Contract liabilities | | (5,532,426) | |
| | | | | Other liabilities | (925,334) | |
| | | | | Lease obligations on right-of-use assets | | (2,662,967) | |
| | | | | Intangible assets | | 169,200,000 | |
| | | | | Deferred tax liability on intangible | | (25,476,181) | |
| | | | | Goodwil | | 235,102,159 | |
| | | | | | | 381,636,405 | |
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| Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2021 and 2020 (Unaudited in US dollars) |
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| 20. | | | | Business combinations (continued) |
| | | | | The Company incurred estimated transaction costs in the amount of $3,887,238 which were expensed and included in the condensed consolidated interim statements of income (loss) and comprehensive income (loss) for the year ended June 30, 2021. These costs were including 18,456 common shares valued at $330,460, which were issued at closing to an advisor. The acquisition has been accounted for using the acquisition method under IFRS 3, Business Combinations. |
| | | | b) On July 16, 2021, the Company purchased certain assets of M2 Telecom LLC. M2 was a channel |
| | | | | partner for the Company’s wholesale Trunking as a Service “TaaS” business and the Company has taken over the sales team. The Company paid an aggregate purchase price of $2.0 mil ion ($2.5 mil ion CAD) which was al ocated as goodwil (Note 8). |
| 21. | | | | Government assistance |
| | | | The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Government Canada and the Bank of Canada have responded with significant monetary and fiscal interventions designed to stabilize economic conditions as temporary measures and one of them is the Canada Emergency Wage Subsidy (CEWS). The CEWS program offers assistance in the form of wage subsidy for qualifying businesses faced with specified levels of revenue decline, and the subsidy is targeted to either retain workforce on payroll or to re-hire furloughed employees. The Company received $nil under the CEWS for the three and six month periods ended December 31, 2021 (three and six month periods ended December 31, 2021 – $nil and $106,899) which was recorded as an offset against salaries and wages in operating expenses in the condensed consolidated interim statements of income (loss) and comprehensive income (loss). |
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| 22. | | | | Subsequent events |
| | | | There is no subsequent event. |
| 23. | | | | Authorization of the condensed consolidated interim financial statements |
| | | | The condensed consolidated interim financial statements were authorized for issuance by the Board of Directors on February 10, 2022. |
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