|
Sangoma Technologies Corporation |
Condensed consolidated interim statements of financial positionAs at September 30, 2020 and June 30, 2020 |
(Unaudited in Canadian dollars) |
| | | September 30, 2020 | June 30, 2020 |
| | | | | $ | $ |
AssetsCurrent assets |
Cash and cash equivalents (Note 13) | | | | | | 93,723,732 | | 27,249,863 | |
Trade receivables (Note 13) | | | | | | 9,162,155 | | 11,234,541 | |
Inventories (Note 4) | | | | | | 11,932,780 | | 12,643,738 | |
Contract assets | | | | | | 1,099,018 | | 1,082,051 | |
Other current assets | | | | | | 2,169,071 | | 2,383,857 | |
| | | | | | 118,086,756 | | 54,594,050 | |
Non-current assets |
Property and equipment (Note 5) | | | | | | 2,819,917 | | 3,001,687 | |
Right-of-use assets (Note 15) | | | | | | 16,199,946 | | 16,178,520 | |
Intangible assets (Note 6) | | | | | | 47,188,044 | | 50,206,378 | |
Development costs (Note 7) | | | | | | 2,444,899 | | 2,452,718 | |
Deferred income tax assets (Note 10) | | | | | | 6,033,369 | | 5,287,207 | |
Goodwill (Note 8) | | | | | | 43,079,076 | | 44,012,418 | |
| | | | | | 235,852,007 | | 175,732,978 | |
LiabilitiesCurrent liabilities |
Accounts payable and accrued liabilities (Note 13) | | | | | | 11,584,726 | | 14,185,737 | |
Provisions (Note 16) | | | | | | 768,991 | | | | | 662,942 | |
Sales tax payable | | | | | | 578,316 | | | | | 808,074 | |
Income tax payable | | | | | | 1,220,016 | | 2,636,159 | |
Operating facility and loans - current (Note 9) | | | | | | 7,736,620 | | 16,898,720 | |
Contract liabilities - current | | | | | | 8,448,589 | | 10,772,900 | |
Derivative liability (Note 9) | | | | | | 732,294 | | | | | 797,380 | |
Lease obligations on right-of-use assets - current (Note 15) | | | | | | 2,910,532 | | 2,951,616 | |
| | | | | | 33,980,084 | | 49,713,528 | |
Long term liabilities |
Operating facility and loans - long term (Note 9) | | | | | | 30,946,480 | | 33,593,020 | |
Contract liabilities - long term | | | | | | 4,874,011 | | 3,972,730 | |
Non-current lease obligation on right-of-use assets (Note 15) | | | | | | 13,785,236 | | 13,671,174 | |
| | | | | | 83,585,811 | | 100,950,452 | |
Shareholders’ equity |
Share capital | | | | | | 141,289,422 | | 64,628,552 | |
Contributed surplus | | | | | | 2,642,122 | | 2,437,227 | |
Accumulated other comprehensive loss | | | | | | (2,311,878) | | (691,896) | |
Retained earnings | | | | | | 10,646,530 | | 8,408,643 | |
| | | | | | 152,266,196 | | 74,782,526 | |
| | | | | | 235,852,007 | | 175,732,978 | |
Approved by the Board |
(Signed) Al Guarino Director |
(Signed) Yves Laliberte Director |
| |
| | |
The accompanying notes are an integral part of these condensed consolidated interim financial statements |
| 3 |
|
Sangoma Technologies Corporation |
Condensed consolidated interim statements of income and comprehensive income |
For the three month periods ended September 30, 2020 and 2019(Unaudited in Canadian dollars) |
| | | | | Three month periods ended |
| | | September 30, |
| | | 2020 | 2019 |
| | | $ | $ |
Revenue (Note 17) | | | | | 35,032,874 | | 28,005,144 | |
Cost of sales | | | | | 11,857,515 | | 10,522,173 | |
Gross profit | | | | | 23,175,359 | | 17,482,971 | |
Expenses |
Sales and marketing | | | | | 5,087,138 | | 4,929,209 | |
Research and development | | | | | 6,083,168 | | 5,482,368 | |
General and administration | | | | | 8,492,154 | | 5,456,328 | |
Foreign currency exchange (gain) loss | | | (19,170) | | | 9,528 | | |
| | | | | 19,643,290 | | 15,877,433 | |
Income before interest, income taxes, |
business integration and acquisition costs | | | | | 3,532,069 | | 1,605,538 | |
Interest income (Note 13) | | | (1,567) | | | (22,566) | | |
Interest expense (Notes 9, 13, 15) | | | 519,546 | | | 397,321 | | |
| | | 517,979 | | | 374,755 | | |
Income before income tax | | | | | 3,014,090 | | 1,230,783 | |
Provision for income taxes |
Current (Note 10) | | | 261,364 | | | - | | |
Deferred (Note 10) | | | 514,839 | | | 324,761 | | |
Net income | | | | | 2,237,887 | | 906,022 | | |
Other comprehensive income (loss)Items to be reclassified to net income |
Change in fair value of interest rate |
| | swaps, net of tax (Note 9) | 65,086 | | | - | | |
Foreign currency translation (loss) income | | | | | (1,685,068) | | 152,466 | | |
Comprehensive income | | | 617,905 | | | 1,058,488 | |
Earnings per share |
Basic (Note 11(iii)) | | | 0.022 | | | 0.014 | | |
Diluted (Note 11(iii)) | | | 0.022 | | | 0.013 | | |
Weighted average number |
of shares outstanding (Note 11(iii))Basic |
| | | | | 99,679,932 | | 65,240,022 | |
Diluted | | | | | 101,332,314 | | 68,481,528 | |
| |
|
| | The accompanying notes are an integral part of these condensed consolidated interim financial statements | |
| 4 |
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|
Sangoma Technologies Corporation |
Condensed consolidated statements of changes in shareholders' equity For the three month periods ended September 30, 2020 and 2019(Unaudited in Canadian dol ars) |
| | | | Number of | | | | Accumulated other | Total |
| | | | common | | | | | | Share | Contributed | Warrant | comprehensive | | | | | Retained | shareholders' |
| | | | shares | | | capital | | | | surplus | reserve | (loss) income | | | | | earnings | equity |
| $ | | | | | | | | | | | | | | $ | $ | | | | | | | | $ | $ | $ |
Balance, June 30, 2019 | | | | 52,962,090 | | | | 34,860,468 | | | | | | 2,514,154 | | | | | | | | | | | | 29,348 | | | | | | | (54,169) | | | | | | 4,479,665 | | | | | | | 41,829,466 | |
Impact on IFRS 16 adoption | | | | | - | | - | | | | | | | | | | | | | | - | | | | | | | | - | | | | | | | | - | | | | | | 346,895 | | | | | | | 346,895 | | | | | |
Net Income | | | | | - | | - | | | | | | | | | | | | | | - | | | | | | | | - | | | | | | | | - | | | | | | 906,022 | | | | | | | 906,022 | | | | | |
Other comprehensive income | | | | | - | | - | | | | | | | | | | | | | | - | | | | | | | | - | | | | | | | | | | 152,466 | | | | | | | | | | - | | | 152,466 | | | | | |
Common shares issued |
through short form prospectus (Note 11(i)) | | | | 14,846,500 | | | | 21,319,720 | | | | | | | | | | - | | | | | | | | - | | | | | | | | - | | | | | | | | | | - | | | 21,319,720 | |
Common shares issued |
for options exercised (Note 11(i)) | | | | | 1,424 | | 649 | | | | | | | | | | | | | | (226) | | | | | | | | - | | | | | | | | - | | | | | | | | | | - | | | 423 | | | | | | | | | | | | |
Common shares issued |
for broker warrants exercised (Note 11(i)) | | | | 61,957 | | | | 91,305 | | | | | | | | | | - | | | | | | | | | | | | (29,348) | | | | | - | | | | | | | | | | - | | | 61,957 | | | | | |
Share-based compensation expense (Note 11(ii)) | | | | | - | | - | | | | | | | | | | 141,987 | | | | | | | | - | | | | | | | | - | | | | | | | | | | - | | | 141,987 | | | | | |
Balance, September 30, 2019 | | | | 67,871,971 | | | | 56,272,142 | | | | | | 2,655,915 | | | | | | | | - | | | | | | | | | | 98,297 | | | | | | 5,732,582 | | | | | | | 64,758,936 | |
Balance, June 30, 2020 | | | | 76,087,735 | | | | 64,628,552 | | | | | | 2,437,227 | | | | | | | | - | | | | | | | | | | (691,896) | | | | | | 8,408,643 | | | | | | | 74,782,526 | |
Net Income | | | | | - | | - | | | | | | | | | | | | | | - | | | | | | | | - | | | | | | | | - | | | | | | 2,237,887 | | | | | | | 2,237,887 | | | | | |
Other comprehensive income | | | | | - | | - | | | | | | | | | | | | | | - | | | | | | | | - | | | | | | | | | | (1,685,068) | | | | | | | | | | - | | | (1,685,068) | |
Change in fair value of interest rate swaps, |
net of tax (Note 9) | | | | | - | | - | | | | | | | | | | | | | | - | | | | | | | | - | | | | | | | | | | 65,086 | | | | | | | | | | - | | | 65,086 | | | | | |
Common shares issued through |
short form prospectus, net of costs (Note 11(i)) | | | | 35,006,000 | | | | 75,283,264 | | | | | | | | | | - | | | | | | | | - | | | | | | | | - | | | | | | | | | | - | | | 75,283,264 | |
Deferred tax benefit on share issuance costs (Note 10) | | | | | | | 1,375,940 | | | | 1,375,940 | | | | | |
Common shares issued |
for options exercised (Note 11(i)) | | | | | 3,032 | | | | | | | 1,666 | | | | | | | | | | (549) | | | | | | | | - | | | | | | | | - | | | | | | | | | | - | | | 1,117 | | | | | |
Share-based compensation expense (Note 11(ii)) | | | | | - | | - | | | | | | | | | | 205,444 | | | | | | | | - | | | | | | | | - | | | | | | | | | | - | | | 205,444 | | | | | |
| | | Balance, September 30, 2020 | | | | 111,096,767 | | | | 141,289,422 | | | | | | 2,642,122 | | | | | | | | - | | | | | | | | | | (2,311,878) | | | | | | 10,646,530 | | | | | | | 152,266,196 | |
The |
| | | accompanying | notes | are | an | integral | part | of these condensed consolidated interim financial statements |
| | 5 |
|
| | | Sangoma Technologies Corporation |
| | | Condensed consolidated interim statements of cash flowsFor the three month periods ended September 30, 2020 and 2019(Unaudited in Canadian dollars) |
| | | | | | | Three month periods ended |
| | | | | | | September 30, |
| | | | | | | 2020 | 2019 |
| | | | | | | | | $ | $ |
| | | Operating activities |
| | | Net income | | | | 2,237,887 | | 906,022 | | |
| | | Adjustments for: |
| | | | | Depreciation of property and equipment (Note 5) | | 206,835 | | 117,345 | | |
| | | | | Depreciation of right-of-use assets (Note 15) | | 834,894 | | 609,312 | | |
| | | | | Amortization of intangible assets (Note 6) | | 1,948,892 | | 1,193,295 | |
| | | | | Amortization of development costs (Note 7) | | 442,026 | | 361,607 | | |
| | | | | Income tax expense (Note 10) | | 776,203 | | 324,761 | | |
| | | | | Income tax paid | | (1,813,360) | | (456,141) | | |
| | | | | Share-based compensation expense (Note 11(ii)) | | 205,444 | | 141,987 | | |
| | | | | Interest on obligation on right-of-use assets (Note 15) | | 109,976 | | 54,679 | | |
| | | | | Unrealized foreign exchange gain | | 31,652 | | - | | | | | | |
| | | Changes in working capital |
| | | | | Trade receivables | | 1,831,667 | | 1,018,060 | |
| | | | | Inventories | | 442,233 | | (483,855) | | |
| | | | | Contract assets | | (39,859) | | - | | | | | | |
| | | | | Other current assets | | 164,011 | | (25,413) | | |
| | | | | Sales tax payable | | (212,335) | | (259,423) | | |
| | | | | Accounts payable and accrued liabilities | | (2,297,083) | | (370,969) | | |
| | | | | Provisions | | 119,945 | | 16,000 | | |
| | | | | Contract liabilities | | (1,108,831) | | (171,898) | | |
| | | Net cash flows from operating activities | | | | 3,880,197 | | 2,975,369 | |
| | | Investing activities |
| | | Purchase of property and equipment (Note 5) | | | | (86,463) | | (113,624) | | |
| | | Development costs (Note 7) | | | | (486,464) | | (410,744) | | |
| | | Net cash flows used in investing activities | | | | (572,927) | | (524,368) | | |
| | | Financing activities |
| | | Repayments of operating facility and loan (Note 9) | | | | (10,658,790) | | (1,031,158) | |
| | | Repayment of right-of-use lease obligation (Note 15) | | | | (881,122) | | (663,991) | | |
| | | Issuance of common shares through private placement, net (Note 11(i)) | | | | 75,283,264 | | 21,319,720 | |
| | | Issuance of common shares for broker warrants exercised (Note 11(i)) | | | | | | - | | 61,957 | | |
| | | Issuance of common shares for stock options exercised (Note 11(i)) | | | | 1,117 | | 423 | | |
| | | Net cash flows from financing activities | | | | 63,744,469 | | 19,686,951 | |
| | | Effect of foreign exchange rate changes on cash and cash equivalents | | | | (577,870) | | (466,785) | | |
| | | Increase in cash and cash equivalents | | | | 66,473,869 | | 21,671,167 | |
| | | Cash and cash equivalents, beginning of the period | | | | 27,249,863 | | 11,724,844 | |
| | | Cash and cash equivalents, end of the period | | | | 93,723,732 | | 33,396,011 | |
| | | | |
| | | | |
| | | | | The accompanying notes are an integral part of these condensed consolidated interim financial statements | |
| | 6 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
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1. General | | | | information |
| | | | | Founded in 1984, Sangoma Technologies Corporation (“Sangoma” or the “Company”) is publicly traded on the TSX Venture Exchange (TSX VENTURE: STC). The Company was incorporated in Canada, its legal name is Sangoma Technologies Corporation and its primary operating subsidiaries for fiscal 2021 are Sangoma Technologies Inc., Sangoma US Inc., VoIP Supply LLC, Digium Inc. and VoIP Innovations 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 |
|
| | | | | | 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 of 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, 2020. |
| | | | 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 November 10, 2020. |
| | | | 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, 2020, except for the change in functional currency of Sangoma Technologies Corporation and Sangoma Technologies Inc. from Canadian dollars to US dollars described below: |
| | | | Change in functional currency for the Company and Sangoma Technologies Inc. |
| | | | Management assessed the functional currency of the Company and its wholly-owned subsidiary Sangoma Technologies Inc. and concluded that the Company and its wholly-owned operating subsidiary should be measured using the US dollar as the functional currency. Effective July 1, 2020, the change in functional currency was applied on a prospective basis. The U.S. 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. |
3. | | | | | Significant accounting judgments, estimates and uncertainties |
| | | | | These condensed unaudited 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, 2020 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, 2020. |
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| | | 7 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
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5. Property | | | | and | equipment |
| Office furniture | | | | | | Stockroom and |
| and computer | | | | | Software | production | Tradeshow | Leasehold |
| | | | | equipment | and books | equipment | equipment | improvements | Total |
Cost | | $ | | | | | $ | $ | | $ | $ | $ |
Balance at June 30, 2019 | | | | | 1,875,588 | | | | | | 285,249 | | | | | | | 1,642,909 | | | | | | | 64,338 | | 353,152 | | | | | | 4,221,236 | |
Additions through business combinations (Note 18) | | 307,553 | | | | | | 249,585 | | | - | | | - | | | | - | | | | | | 557,138 | |
Additions | | 493,749 | | | | | | | | | | | | | | | 3,383 | | | | | | | 59,469 | | | - | | | | | | | | | 74,737 | | | | | | 631,338 | |
Effects of movements in exchange rates | | 34,450 | | | | | | 24,300 | | | | | | | 61,876 | | | - | | | | | | | | | 10,642 | | | | | | 131,268 | |
Balance at June 30, 2020 | | | | | 2,711,340 | | | | | | 562,517 | | | | | | | 1,764,254 | | | | | | | 64,338 | | 438,531 | | | | | | 5,540,980 | |
Additions | | 50,588 | | | | | | | - | | | | | | | 35,875 | | | - | | | | - | | | | | | 86,463 | |
Effects of movements in exchange rates | | (57,493) | | | | | | (11,929) | | | | | | | (37,365) | | | | | | | (1,364) | | | | | | | | | (9,300) | | | | | | (117,451) | |
Balance at September 30, 2020 | | | | | | | | | | | | | | | | | 2,704,435 | | | | | | 550,588 | | | | | | | 1,762,764 | | | | | | | 62,974 | | | | | | | | | 429,231 | | | | | | 5,509,992 | |
Accumulated depreciationBalance at June 30, 2019 |
| | | | | 1,056,938 | | | | | | 203,367 | | | | | | | 362,883 | | | | | | | 50,754 | | 123,765 | | | | | | 1,797,707 | |
Depreciation expense | | 284,223 | | | | | | 92,569 | | | | | | | 286,993 | | | | 2,455 | | | | | | | | | 34,710 | | | | | | 700,950 | |
Effect of movements in exchange rates | | 21,263 | | | | | | | | | | | | | | | 8,219 | | | | | | | 21,177 | | | | 26 | | | | | | | | | (10,049) | | | | | | 40,636 | |
Balance at June 30, 2020 | | | | | 1,362,424 | | | | | | 304,155 | | | | | | | 671,053 | | | | | | | 53,235 | | 148,426 | | | | | | 2,539,293 | |
Depreciation expense | | 101,666 | | | | | | 30,526 | | | | | | | 61,881 | | | | 545 | | | | | | | | | 12,217 | | | | | | 206,835 | |
Effects of movements in exchange rates | | (31,332) | | | | | | | | | | | | | | | (6,381) | | | | | | | (14,093) | | | | | | | (1,127) | | | | | | | | | (3,120) | | | | | | (56,053) | |
Balance at September 30, 2020 | | | | | | | | | | | | | | | | | 1,432,758 | | | | | | 328,300 | | | | | | | 718,841 | | | | | | | 52,653 | | | | | | | | | 157,523 | | | | | | 2,690,075 | |
Net book value as at:June 30, 2020 |
| | | | | | | | | | | | | | | | | 1,348,916 | | | | | | 258,362 | | | | | | | 1,093,201 | | | | | | | 11,103 | | | | | | | | | 290,105 | | | | | | 3,001,687 | |
September 30, 2020 | | | | | | | | | | | | | | | | | 1,271,677 | | | | | | 222,288 | | | | | | | 1,043,923 | | | | | | | 10,321 | | | | | | | | | 271,708 | | | | | | 2,819,917 | |
| | | |
Depreciation expense is included in general and administration expense in the condensed consolidated interim statements of income and comprehensive income. |
| | | 9 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
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6. | | | | Intangible | assets |
| | | | | | | Other |
| | | | | | | | Copyright | Purchased | | | | | | | Customer | purchased |
| | | | | | | | to software | technology | | | | | | | | | Website | relationships | | | Brand intangibles* Total |
| | | | | | | | | | | | | $ | $ | $ | $ | $ | $ | $ |
| | | | | | CostBalance at June 30, 2019 |
| | | | | | | | 2,948,461 | | 7,821,004 | | | | | | | | | | 227,702 | | 19,179,146 | | | | 7,996,687 | | | | | 2,274,667 | | | | | | | | | | | | 40,447,667 | |
| | | | | | Business combinations (Note 18) | | | | | | | - | | 3,466,848 | | | | | | | | | | | | | | - | | 19,965,689 | | | | 919,240 | | | | | 1,326,332 | | | | | | | | | | | | 25,678,109 | |
| | | | | | Effects of movements on exchange rates | | | | | | | - | | 327,516 | | | | | | | | | | 9,003 | | 1,542,265 | | | | 333,829 | | | | | 144,066 | | | | | | | | | | | | 2,356,679 | |
| | | | | | Balance at June 30, 2020 | | 2,948,461 | | 11,615,368 | | | | | | | | | | 236,705 | | 40,687,100 | | | | 9,249,756 | | | | | 3,745,065 | | | | | | | | | | | | 68,482,455 | |
| | | | | | Effects of movements on exchange rates | | (62,526) | | (246,319) | | | | | | | | | | (5,020) | | (862,824) | | | | (196,153) | | | | | (79,419) | | | | | | | | | | | | (1,452,261) | |
| | | | | | Balance at September 30, 2020 | | 2,885,935 | | 11,369,049 | | | | | | | | | | 231,685 | | 39,824,276 | | | | 9,053,603 | | | | | 3,665,646 | | | | | | | | | | | | 67,030,194 | |
| | | | | | Accumulated amortizationBalance at June 30, 2019 |
| | | | | | | | 2,916,587 | | 2,743,350 | | | | | | | | | | 212,957 | | 3,408,372 | | | | 1,040,991 | | | | | 671,864 | | | | | | | | | | | | 10,994,121 | |
| | | | | | Amortization expense | | 31,874 | | 1,358,513 | | | | | | | | | | 14,927 | | 3,794,315 | | | | 890,253 | | | | | 858,554 | | | | | | | | | | | | 6,948,436 | |
| | | | | | Effects of movements on exchange rates | | | | | | | - | | 33,779 | | | | | | | | | | 8,821 | | 206,455 | | | | 43,525 | | | | | 40,940 | | | | | | | | | | | | 333,520 | |
| | | | | | Balance at June 30, 2020 | | 2,948,461 | | 4,135,642 | | | | | | | | | | 236,705 | | 7,409,142 | | | | 1,974,769 | | | | | 1,571,358 | | | | | | | | | | | | 18,276,077 | |
| | | | | | Amortization expense | | | | | | | - | | 383,251 | | | | | | | | | | | | | | - | | 1,105,616 | | | | 227,400 | | | | | 232,625 | | | | | | | | | | | | 1,948,892 | |
| | | | | | Effects of movements on exchange rates | | (62,526) | | (88,588) | | | | | | | | | | (5,020) | | (152,171) | | | | (41,756) | | | | | (32,758) | | | | | | | | | | | | (382,819) | |
| | | | | | Balance at September 30, 2020 | | 2,885,935 | | 4,430,305 | | | | | | | | | | 231,685 | | 8,362,587 | | | | 2,160,413 | | | | | 1,771,225 | | | | | | | | | | | | 19,842,150 | |
| | | | | | Net book value as at:Balance at June 30, 2020 |
| | | | | | | | | | | | | - | | 7,479,726 | | | | | | | | | | | | | | - | | 33,277,958 | | | | 7,274,987 | | | | | 2,173,707 | | | | | | | | | | | | 50,206,378 | |
| | | | | | Balance at September 30, 2020 | | | | | | | - | | 6,938,744 | | | | | | | | | | | | | | - | | 31,461,689 | | | | 6,893,190 | | | | | 1,894,421 | | | | | | | | | | | | 47,188,044 | |
| | | | | | * Other purchase intangibles include non-compete agreements and backlog. |
| | | | | | |
| | | | | | Amortization expense is included in general and administration expense in the condensed consolidated interim statements of income and comprehensive income. |
| | | 10 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
| |
|
7. Development | | costs |
| | | $ |
| | | | Cost |
| | | | Balance at June 30, 2019 | | 21,727,446 | |
| | | | Additions | | 1,964,684 | |
| | | | Investment tax credits | | (136,716) | |
| | | | Balance at June 30, 2020 | | 23,555,414 | |
| | | | Additions | | 486,464 | |
| | | | Effects of movements in exchange rates | | (501,466) | |
| | | | Balance at September 30, 2020 | | 23,540,412 | |
| | | | Accumulated amortization |
| | | | Balance at June 30, 2019 | | (19,602,943) | |
| | | | Amortization | | (1,499,753) | |
| | | | Balance at June 30, 2020 | | (21,102,696) | |
| | | | Amortization | | (442,026) | |
| | | | Effects of movements in exchange rates | | 449,209 | |
| | | | Balance at September 30, 2020 | | (21,095,513) | |
| | | | | | | September 30, 2020 | June 30, 2020 |
| | | | | | | | $ | $ |
| | | | Net capitalized development costs | | | | | 2,444,899 | | 2,452,718 | |
| | | | Each period, additions to development costs are recognized net of investment tax credits accrued. In addition to the above amortization, the Company has recognized $5,641,142 of engineering expenditures as an expense during the three month period ended September 30, 2020 (three month period ended September 30, 2019 - $5,120,761). |
8. Goodwill |
| | | | The carrying amount and movements of goodwill was as follows: |
| | | $ |
| | | | Balance at June 30, 2019 | | 21,405,420 | | |
| | | | Addition through business combinations (Note 18) | | 21,025,465 | | |
| | | | Effect of movements in exchange rates | | 1,581,533 | | |
| | | | Balance at June 30, 2020 | | 44,012,418 | | |
| | | | Effect of movements in exchange rates | | (933,342) | | |
| | | | Balance at September 30, 2020 | | 43,079,076 | | |
| | | |
| | | | The addition to goodwill for the year ended June 30, 2020 is from the acquisition of VoIP Innovations LLC on October 18, 2019 and .e4 LLC on February 29, 2020 (Note 18). |
| | | | |
9. | | | | Operating facility and loan and derivative liability |
| | | | (a) Operating facility and loans |
|
| | | | (i) | The Company entered into a new loan facility with two banks and drew down the first tranche of $45,699,360 ($34,800,000 USD) on October 18, 2019. This new loan facility was used to pay down and close all existing loans and to fund part of the purchase of VoIP Innovations LLC. A further $7,879,200 ($6,000,000 USD) is available and may be drawn in a second tranche to pay any contingent consideration arising from the VoIP Innovations transaction at the end of the one-year assessment period. These term facilities are repayable over six years on a straight-line basis. |
| | | 11 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
| |
|
9. | | | | Operating facility and loan and derivative liability (continued) |
| | | | (a) Operating facility and loans (continued) |
| | | | | 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 USD million 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 September 30, 2020 is $38,683,100 ($29,000,000 USD) (June 30, 2020 – $41,497,260 ($30,450,000 USD)). As at September 30, 2020, term loan facility balance of $7,736,620 (June 30, 2020 - $7,904,240) is classified as current and $30,946,480 (June 30, 2020 - $33,593,020) as long-term in the condensed consolidated interim statements of financial position. |
| | | | (ii) | The Company also has revolving credit facilities which includes a committed revolving credit facility for up to $8,000,000 and a committed swingline credit facility for up to $2,000,000 both of which may be used for general business purposes. On April 3, 2020, the Company drew down $1,838,460 ($1,300,000 USD) on the swingline credit facility available under the Credit Agreement. On April 17, 2020, the Company drew down $7,439,610 ($5,300,000 USD) from the revolving credit facility. The Company drew down the credit facility to maximize its cash balance in order to take advantage of opportunities that may arise, as well as to fully prepare itself for any further uncertainties during the COVID-19 pandemic. The balances outstanding as at June 30, 2020 for the swingline credit facility and revolving credit facility were $1,771,640 and $7,222,840 respectively and were classified as current. During August 2020, the Company paid back the outstanding amounts of $1,723,020 ($1,300,000 USD) on the swingline credit facility and $6,993,350 ($5,300,000 USD) on the revolving credit facility. The balances outstanding as at September 30, 2020 for the swingline credit facility and revolving credit facility were $nil. Both of these facilities remain fully available to the Company. |
|
| | | | For the three month period ended September 30, 2020, the Company incurred interest costs to service the borrowing facilities in the amount of $409,570 (three month period ended September 30, 2019 - $342,642). During the three month period ended September 30, 2020, the Company borrowed $nil (three month period ended September 30, 2019 - $nil) in operating facility and loans and repaid $10,658,790 (three month period ended September 30, 2019 - $1,031,158). Under its credit agreements with its lenders, the Company must satisfy certain financial covenants, principally in respect of total funded debt to earnings before interest, taxes and amortization (“EBITDA”), and debt service coverage ratio. As at September 30, 2020 and June 30, 2020, the Company was in compliance with all covenants related to its credit agreements. (b) Derivative liability The Company use derivative financial instruments to hedge its exposure to interest rate risks. All 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 document the hedge relationship and designate |
| | | 12 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
| |
|
9. | | | | Operating facility and loan and derivative liability (continued) |
| | | | (b) Derivative liability (continued) 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, net of tax in the condensed consolidated interim statements of financial position and will 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 USD 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 USD and decreases in line with the term of the loan facility. As of September 30, 2020, the notional amount of the interest rate swap was $15,130,436 USD (June 30, 2020 – 15,886,958 USD). The interest rate swap has a weighted average fixed rate of 1.65% (June 30, 2020 – 1.65%) and has been designated as an effective cash flow hedge and therefore qualifies for hedge accounting. As at September 30, 2020, the fair value of the interest rate swap liability was valued at $732,294 (June 30, 2020 - $797,380) and was recorded as derivative liability in the condensed consolidated interim statements of financial position. For the three month period ended September 30, 2020, the change in fair value of the interest rate swaps, net of tax, in the amount of $65,086 (three month period ended September 30, 2019 - $nil) is recorded in other comprehensive income (loss) in the condensed consolidated interim statements of income and comprehensive income. 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. |
10. Income | | | | | tax |
| | | | The Company income tax expense is determined as follows: |
| | | | | | September 30, | | September 30, |
| | | | | | | 2020 | 2019 |
| | | | Statutory income tax rate | | | 26.30% | | 26.50% |
| | | | | | | $ | $ |
| | | | Net income before income taxes | | | | | | 3,014,090 | | | 1,230,783 | |
| | | | Expected income tax expense | | | 794,689 | | | | 326,158 | |
| | | | Tax rate changes and other adjustments | | | (410) | | | | 14,530 | |
| | | | Share based compensation and non-deductible expenses | | | 8,580 | | | | 37,626 | |
| | | | Difference in foreign tax rates | | | (26,656) | | | | (53,553) | |
| | | | Income tax expense | | | 776,203 | | | | 324,761 | |
| | | | The Company's income tax expense | | | $ | $ |
| | | | is allocated as fol ows: |
| | | | Current tax expense | | | 261,364 | | - | | | | | |
| | | | Deferred income tax recovery | | | 514,839 | | | | 324,761 | |
| | | | Income tax expense | | | 776,203 | | | | 324,761 | |
| | | 13 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
| |
|
10. | | | | Income tax (continued) |
| | | | The following table summarizes the components of deferred tax assets: |
| | | | | September 30, | June 30, |
| | | | | | | 2020 | 2020 |
| | | | | | | $ | $ |
| | | | Deferred income tax assets (liabilities) |
| | | | Non-deductible reserves - Canadian | | | 108,180 | | 106,857 | | |
| | | | Non-deductible reserves - USA | 2,810,300 | | 2,568,308 | |
| | | | SR&ED investment tax credits, net of 12(1)(x) | 1,988,790 | | 1,988,657 | |
| | | | Property and equipment - Canadian | | | (284,890) | | (310,810) | |
| | | | Property and equipment - USA | | | (623,010) | | (679,817) | |
| | | | Deferred development costs | (1,001,980) | | (1,001,984) | |
| | | | Intangible assets including goodwil - Canadian | | | (92,480) | | (89,607) | | |
| | | | Intangible assets including goodwil - USA | (3,484,950) | | (3,812,802) | |
| | | | Non-capital losses carried forward - USA | 4,513,830 | | 5,551,484 | |
| | | | Capital losses carried forward and other - Canadian | | | 4,370 | | 370,626 | | |
| | | | Non-capital losses carried forward - Canadian | | | - | | 127,473 | | |
| | | | Right of use assets net of obligations - Canadian | | | 7,650 | | 7,833 | |
| | | | Right of use assets net of obligations - USA | | | 116,860 | | 103,662 | | |
| | | | Share issuance costs - Canadian | 1,642,140 | | 357,327 | | |
| | | | Other - USA | | | 328,559 | | - | | | | | |
| | | | Net deferred income tax assets | 6,033,369 | | 5,287,207 | |
| | | |
| | | | Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset. The following table shows the movement in net deferred tax assets: |
| | | | | September 30, | June 30, |
| | | | | | | 2020 | 2020 |
| | | | | | | $ | $ |
| | | | Balance at the beginning of the period | 5,287,207 | | 4,176,043 | | |
| | | | Recognized in profit/loss | | | (514,839) | | 479,929 | | |
| | | | Recognized in equity | 1,375,940 | | 432,590 | | |
| | | | Other foreign exchange movement | | | (114,939) | | 198,645 | | |
| | | | Balance at the end of the period | 6,033,369 | | 5,287,207 | |
| | | |
| | | | |
| | | | The Company has deducted available scientific research and experimental development (“SR&ED”) for federal and provincial purposes and unutilized SR&ED tax credits. These condensed consolidated interim financial statements take into account an income tax benefit resulting from tax credits available to the Company to reduce its net income for federal and provincial income tax purposes in future years as follows: |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | 14 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
| |
|
| | | | |
10. | | | | Income tax (continued) |
| | | | Year of | Federal tax credits | Ontario tax credits |
| | | | expiration | | | carry forward | carry forward |
| | | | | | | | | $ | $ |
| | | | 2033 | | | 317,501 | | - | | | |
| | | | 2034 | | | 347,033 | | - | | | |
| | | | 2035 | | | 288,821 | | - | | | |
| | | | 2036 | | | 334,585 | | | | | | 12,036 | |
| | | | 2037 | | | 300,386 | | | | | | 68,347 | |
| | | | 2038 | | | 227,599 | | | | | | 50,686 | |
| | | | 2039 | | | 325,909 | | | | | | 54,213 | |
| | | | 2040 | | | 334,069 | | | | | | 50,401 | |
| | | | | | | 2,475,903 | | | | 235,683 | |
| | | |
| | | | The income tax benefit of eligible SR&ED costs incurred in prior years but not utilized have 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 September 30, 2020, the Company’s issued and outstanding common shares consist of the following: |
| | | | | | | | | | | September 30, | September 30, |
| | | | | | | | | 2020 | 2019 |
| | | | | | # | # |
| | | | Shares issued and outstanding:Outstanding, beginning of the period |
| | | | | | | | | 76,087,735 | | | 52,962,090 | |
| | | | Shares issued through private placement (Note 18) | | | | | 35,006,000 | | | 14,846,500 | |
| | | | Shares issued upon exercise of options | | | | | 3,032 | | | 1,424 | | | |
| | | | Shares issued upon exercise of broker warrants | | - | | | | | | 61,957 | |
| | | | Shares issued and outstanding, end of the period | | | | | 111,096,767 | 67,871,971 |
| | | |
| | | | On July 30, 2020, the Company closed its equity offering with 35,006,000 common shares being issued at a price of $2.30 per common share including 4,566,000 common shares sold pursuant to the exercise in full of the over-allotment option grant to the Underwriter for aggregate gross proceeds of $80,513,800 and net proceeds of $75,283,264. The Company intends to use the net proceeds of the offering to fund any future acquisitions, for debt repayment, and for general corporate purposes. |
| | | | |
| | | | On July 16, 2019, the Company closed a short-form bought deal prospectus offering of 14,846,500 |
| | | | common shares, including 1,936,500 common shares issued upon the exercise in full of the over-allotment option granted to the Underwriters, at a price of $1.55 per common share for aggregate gross proceeds of $23,012,075 and net proceeds of $21,319,720. |
|
| | | | During the three month period ended September 30, 2020, a total of 3,032 (three month period ended September 30, 2019 – 1,424) options were exercised for cash consideration of $1,117 (three month period ended September 30, 2019 - $423), and the Company recorded a charge of $549 (three month period ended September 30, 2019 – $226) from contributed surplus to share capital. |
| | | 15 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
| |
|
| | | | |
11. Shareholders’ | | equity | | | (continued) |
| | | | (i) | | Share capital (continued) |
| | | | During the three month period ended September 30, 2019, a total of 61,957 broker warrants were exercised for cash consideration of $61,957 and the Company recorded a charge of $29,348 from warrant reserve to share capital. As at September 30, 2020, no broker warrants were outstanding. |
|
| | | | (ii) 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. |
| | | | The following table shows the movement in the stock option plan: |
| | | | | | | Number | Weighted |
| | | | Measurement date | | | of options average price |
| | | | | | | | | | # | $ |
| | | | Balance, June 30, 2019 | | | 5,239,342 | | | | | 0.58 | |
| | | | | | Exercised | (1,424) | | | | | (0.30) | |
| | | | | | Forfeited | (3,625) | | | | | (0.34) | |
| | | | Balance, September 30, 2019 | | | 5,234,293 | | | | | 0.58 | |
| | | | Balance, June 30, 2020 | | | 4,498,203 | | | | | 1.55 | |
| | | | | | Exercised | (3,032) | | | | | (0.37) | |
| | | | | | Expired | (24,002) | | | | | (1.50) | |
| | | | | | Forfeited | (42,654) | | | | | (1.16) | |
| | | | Balance, September 30, 2020 | | | 4,428,515 | | | | | 1.55 | |
| | | |
|
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 |
| | | 16 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
| |
|
|
11. | | | | Shareholders’ equity (continued) |
| | | | (ii) | Stock options (continued) |
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. |
There were no stock options granted during the three month period ended September 30, 2020 (three month period ended September 30, 2019 – nil). |
The following table summarizes information about the stock options outstanding and exercisable at the end of each year: |
| | | | | | | September 30, 2020 | | | September 30, 2019 |
| | | | | | Number of stock | | Weighted | Number of stock | | Weighted |
| | | | | | | options | average | | options | average |
| | | | Exercise price |
| | | | | | outstanding and | | remaining | outstanding and | | remaining |
| | | | | | | exercisable | contractual life | | | | | | | | exercisable | | contractual life |
| | | | |
| | | | $0.26 - $0.50 | | | 523,003 | | | | | | | 0.59 | 2,403,841 | | 1.28 |
| | | | $0.51 - $0.75 | | | 127,952 | | | | | | | 2.24 | | | | | | | | | | 176,592 | | 3.25 | | | | | | | | | | |
| | | | $1.01 - $1.25 | | | 327,509 | | | | | | | 3.24 | | | | | | | | | | - | | - | | | | | | | | | | |
| | | | $1.51 - $1.75 | | | 37,110 | | | | | | | 3.67 | | | | | | | | | | - | | - | | | | | | | | | | |
| | | | | | | 1,015,574 | | | | | | | 1.76 | 2,580,433 | | 1.41 |
| | | |
| | | | For the three month period ended September 30, 2020, the Company recognized share-based compensation expense in the amount of $205,444 (three month period ended September 30, 2019 - $141,987). |
|
| | | | (iii) | 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. |
| | | | | | | | | September 30, | | September 30, |
| | | | | | | | | | 2020 | 2019 |
| | | | Number of shares:Weighted average number of shares |
| | | | | | | | | | 99,679,932 | 65,240,022 |
| | | | used in basic earnings per share |
| | | | Shares deemed to be issued | | | | | | 1,652,382 | 3,241,505 |
| | | | in respect of options and warrants |
| | | | Weighted average number of shares |
| | | | used in diluted earnings per share | | | | | | 101,332,314 | 68,481,528 |
| | | | Net income for the year | | | | | | 2,237,887 | $ | | 906,022 | $ |
| | | | Earnings per share:Basic earnings per share |
| | | | | | | | | | 0.022 | $ | | 0.014 | $ |
| | | | Diluted earings per share | | | | | | 0.022 | $ | | 0.013 | $ |
| | | |
|
|
|
|
| | | 17 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
| |
|
|
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 the following balances with related parties excluding key management compensation: |
| | | | | | September 30, | | June 30, |
| | | | | | | 2020 | 2020 |
| | | | | | | $ | $ |
| | | | | Accounts payable and accrued liabilities | | 7,500 | | | 5,000 | |
| | | |
13. Financial | | | | instruments |
| | | | | The fair values of the cash and cash equivalents, trade receivables, contract assets, accounts payable and accrued liabilities approximate their carrying values due to the relatively short-term nature of these financial instruments and fair values of operating facility and loans approximate their carrying values due to variable interest loans or fixed rate loan, which represent market rate. |
|
| | | | | Cash and cash equivalents are comprised of: |
| | | | | | September 30, | | June 30, |
| | | | | | | 2020 | 2020 |
| | | | | | | $ | $ |
| | | | | Cash at bank and on hand | 93,723,732 | | | 27,249,863 | |
| | | | | | 93,723,732 | | | 27,249,863 | |
| | | |
| | | | | 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. There were no cash equivalents as at September 30, 2020 and June 30, 2020. |
| | | | | 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 follows: |
| | | | | | September 30, | | | September 30, |
| | | | | | | 2020 | 2019 |
| | | | | | | | | $ | $ |
| | | | | Interest income | | (1,567) | | | (22,566) | |
| | | | | Interest expense (Notes 9, 15) | | 519,546 | | | 397,321 | |
| | | | | Net interest expense | | 517,979 | | | 374,755 | |
| | | |
| | | | | 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. |
| | | | | |
| | | 18 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
| |
|
13. Financial | | | | instruments | (continued) |
| | | | | | Credit risk (continued) |
| | | | | | 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: |
| | | | | | | September 30, | June 30, |
| | | | | | | | | 2020 | 2020 |
| | | | | | | | | $ | $ |
| | | | | | Trade receivables aging: |
| | | | | | 0-30 days | 7,902,809 | | 9,312,820 | | |
| | | | | | 31-90 days | 1,036,227 | | 1,838,303 | | |
| | | | | | Greater than 90 days | | | 823,991 | | 671,596 | | |
| | | | | | | 9,763,027 | | 11,822,719 | | |
| | | | | | Expected credit loss provision | | | (600,872) | | (588,178) | | |
| | | | | | Net trade receivables | 9,162,155 | | 11,234,541 | | |
| | | |
|
| | | | | | The movement in the provision for expected credit losses can be reconciled as follows: |
|
| | | | | | | September 30, | June 30, |
| | | | | | | | | 2020 | 2020 |
| | | | | | | | | $ | $ |
| | | | | | Expected credit loss provision: |
| | | | | | Expected credit loss provision, beginning balance | (588,178) | | (287,372) | | |
| | | | | | Net change in expected credit loss provision during the period | | | (12,694) | | (300,806) | | |
| | | | | | Expected credit loss provision, ending balance | (600,872) | | (588,178) | | |
| | | |
|
| | | | | | 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 all 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. |
|
| | | | | | | | | September 30, 2020 |
| | | | | | | | | | | | Up to 30 | Over 30 | Over 90 |
| | | | | | | | | | | Total | days past | days past | days past |
| | | | | | | due | | due | due |
| | | | | | Default rates | 1.72% | | 10.82% | 42.80% |
| | | | | | Trade receivables | | | | | | | $ | 9,763,027 | | | | | | | | | | | | | | $ 7,902,809 | | $ 1,036,227 | | $ | 823,991 | |
| | | | | | Expected credit loss provision | | | | | | | $ | 600,872 | | | | | | | | | | | | | | $ | 136,119 | | $ | | 112,112 | | $ | 352,641 | |
| | | | | | | | | | June 30, 2020 |
| | | | | | | | | | | | Up to 30 | Over 30 | Over 90 |
| | | | | | | | | | | Total | days past | days past | days past |
| | | | | | | due | | due | due |
| | | | | | Default rates | 1.68% | | 5.39% | 49.58% |
| | | | | | Trade receivables | | | | | | | $ | 11,822,719 | | | | | | | | | | | | | | $ 9,312,820 | | $ 1,838,303 | | $ | 671,596 | |
| | | | | | Expected credit loss provision | | | | | | | $ | 588,178 | | | | | | | | | | | | | | $ | 156,043 | | $ | | 99,164 | | $ | 332,971 | |
| | | |
| | | 19 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
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13. Financial | | | | instruments | (continued) |
| | | | | | Credit risk (continued) |
| | | | | | Substantially 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 will 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. Maturity analysis of liabilities which are due in next twelve months can be summarized as follows: |
| | | | | | | September 30, | | June 30, |
| | | | | | | | 2020 | 2020 |
| | | | | | | | $ | $ |
| | | | | | Accounts payable and accrued liabilities | 11,584,726 | | | 14,185,737 | |
| | | | | | Operating facility and loans | 7,736,620 | | | 16,898,720 | |
| | | | | | Lease obligations on right-of-use assets | 2,910,532 | | | 2,951,616 | |
| | | | | | | 22,231,878 | | | 34,036,073 | |
| | | |
| | | | | | Foreign currency risk |
| | | | | | A large portion of the Company’s transactions occur in a foreign currency (mainly in US dollars) 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 September 30, 2020, a 10% depreciation or appreciation of the U.S. dollar, Euro, and GBP against the Canadian dollar would have resulted in an approximate $8,608,340 (2019 - $387,379) 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 September 30, 2020, a change in the interest rate of 1% per annum would have an impact of approximately $193,154 (three month period ended September 30, 2019 - $293,044) per annum in finance costs. The Company also entered into 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 $732,294 (June 30, 2020 – $797,380) liability at September 30, 2020. |
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 year and the Company is not subject to any capital requirements imposed by external parties. |
| | | 20 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
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15. | | | | Leases: Right-of-use assets and lease obligations |
| | | | The Company’s lease liabilities and right-of-use assets are presented below: |
| | | | | Right-of-use assets | Lease Obligations |
| | | | | | | $ | $ |
| | | | Present value of leasesBalance at June 30, 2019 |
| | | | | | | | 17,241,779 | | | | | 17,123,225 | |
| | | | Additions | | | | 1,620,892 | | | | | 1,620,892 | |
| | | | Effects of movements on exchange rates | | | | 697,732 | | | | | 694,785 | |
| | | | Balance at June 30, 2020 | | | | 19,560,403 | | | | | 19,438,902 | |
| | | | Additions | | | | 1,196,170 | | | | | 1,196,170 | |
| | | | Terminations | | | | (222,111) | | | | | (99,633) | |
| | | | Effects of movements on exchange rates | | | | (383,725) | | | | | (386,385) | |
| | | | Balance at September 30, 2020 | | | | 20,150,737 | 20,149,054 |
| | | | Accumulated depreciation and repaymentsBalance at June 30, 2019 |
| | | | | | | - | | - | | | | | | | |
| | | | Depreciation expense | | | | 3,366,767 | - | | | | | | | |
| | | | Repayments | | | - | | | | | 3,285,223 | |
| | | | Interest expense | | | - | | | | | (481,697) | |
| | | | Effects of movements on exchange rates | | | | 15,116 | | | | | 12,586 | |
| | | | Balance at June 30, 2020 | | | | 3,381,883 | | | | | 2,816,112 | |
| | | | Depreciation expense | | | | 834,894 | | - | | | | | | | |
| | | | Terminations | | | | (222,111) | | | | | (99,633) | |
| | | | Repayments | | | - | | | | | 881,122 | |
| | | | Interest expense | | | - | | | | | (109,976) | |
| | | | Effects of movements on exchange rates | | | | (43,875) | | | | | (34,339) | |
| | | | Balance at September 30, 2020 | | | | 3,950,791 | 3,453,286 |
| | | | Net book value as at:June 30, 2020 |
| | | | | | | | 16,178,520 | | | | | 16,622,790 | |
| | | | September 30, 2020 | | | | 16,199,946 | | | | | 16,695,768 | |
| | | | Lease Obligations - Current | | | | | 2,910,532 |
| | | | Lease Obligations - Non-current | | | | | 13,785,23616,695,768 |
| | | |
| | | |
| | | |
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| | | | | |
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| | | 21 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
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16. Provisions |
| | | | | | Sales returns & | Stock |
| Warranty | | | | | allowances | rotation |
| provision | | | | | | | provision | provision | Total |
| | | | | | | | | $ | $ | $ | $ |
| | | | Balance at June 30, 2019 | 208,481 | | | | | | | 48,230 | 300,294 | | | | 557,005 |
| | | | Additional provision recognized | 5,676 | | | | | | | 46,227 | 54,034 | | | | 105,937 |
| | | | Balance at June 30, 2020 | 214,157 | | | | | | | 94,457 | 354,328 | | | | 662,942 |
| | | | Additional provision recognized | 212,288 | | | | | | | 35,319 | (141,558) | | | | 106,049 |
| | | | Balance at September 30, 2020 | 426,445 | | | | | | | 129,776 | 212,770 | | | | 768,991 |
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|
| | | | The provision for warranty obligations represents the Company’s best estimate of repair and/or replacement costs to correct product failures. The sales returns and allowances provision represent the Company’s best estimate of the value of the products sold in the current financial period that may be returned in a future period. The stock rotation provision represents the Company’s best estimate of the value of the products sold in the current financial period that may be exchanged for alternative products in a future period. The Company accrues for product warranties, stock rotation, and sales returns and allowances at the time the product is delivered. |
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17. 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: United States of America (“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 month periods ended September 30, 2020 and 2019 as follows: |
| | | | | | | | | | September 30, | | September 30, |
| | | | | | | | | | 2020 | 2019 |
| | | | | | | $ | $ |
| | | | Products | | | | | | 15,267,535 | | | 17,073,977 | |
| | | | Services | | | | | | 19,765,339 | | | 10,931,167 | |
| | | | Total revenues | | | | | | 35,032,874 | | | 28,005,144 | |
| | | |
| | | | |
| | | | The sales, in Canadian dollars, in each of these geographic locations for the three month periods ended September 30, 2020 and 2019 as follows: |
| | | | | | | | | | September 30, | | September 30, |
| | | | | | | | | | 2020 | 2019 |
| | | | | | | $ | $ |
| | | | USA | | | | | | 28,720,369 | | | 20,477,994 | |
| | | | Canada | | | | | | 1,375,493 | | 1,463,560 | |
| | | | All other countries | | | | | | 4,937,012 | | 6,063,590 | |
| | | | Total revenues | | | | | | 35,032,874 | | | 28,005,144 | |
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| | | 22 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
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17. | | | | | Segment disclosures (continued) |
| | | | | The non-current assets, in Canadian dollars, in each of the geographic locations as at September 30, 2020 and June 30, 2020 are below: |
| | | | | | | September 30, 2020 | June 30, 2020 |
| | | | | | | | | $ | $ |
| | | | | Canada | | | | | 9,558,059 | | 7,516,113 | |
| | | | | USA | | | | | 108,207,192 | | 113,622,815 | |
| | | | | Total non-current assets | | | | | 117,765,251 | | 121,138,928 | |
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18. Business combinations |
| | | | | a) On October 18, 2019, Sangoma Technologies US Inc., a wholly owned subsidiary of Sangoma |
| | | | | | Technologies Inc., acquired all the membership interest of VoIP Innovations LLC, a US based company. The total discounted consideration for the acquisition was $46,028,032 ($35,050,283 USD). The discounted purchase price consisted of $39,171,420 ($29,828,982 USD) in cash paid on closing and the issuance of 5,500,417 common shares valued at $6,553,938 ($4,990,815 USD) based on a share price of $1.40 ($1.066 USD) per common share on closing and a discount of 14.9% to reflect the 12-month lock up. In addition, the Company is required to pay additional consideration of up to $7,879,200 ($6,000,000 USD) if certain performance criteria are met for the twelve month period from the date of acquisition. The Company expects this potential payment to be $nil and the working capital adjustment was finalized at $302,674 ($230,486 USD). Of the cash consideration paid to the vendors, $4,281,032 ($3,260,000 USD) was paid to an escrow agent to be held for periods ranging from 4 months to 2 years to cover potential working capital, indemnification and USF special indemnity adjustments. The cash held in escrow for working capital and indemnification purposes was discounted using a 5.0% discount for a period of four to twelve months, respectively for an amount of $1,163,074 ($885,679 USD) and $450,240 ($342,857 USD). The cash held in escrow for USF Special Indemnity purposes was discounted using a 1.72% and 1.64% discount for a period of one and two years, respectively for an amount of $2,194,691 ($1,671,254 USD) and $381,349 ($290,397 USD). The Company acquired VoIP Innovations LLC to expand its suite of service offerings and increase recurring revenue. |
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| | | | | | The Company incurred transaction costs in the amount of $2,581,854 which was expensed and included in the consolidated statements of income and comprehensive income of the fiscal year ended June 30, 2020. The acquisition has been accounted for using the acquisition method under IFRS 3, Business Combinations. |
| | | 23 |
Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three month periods ended September 30, 2020 and 2019 (In Canadian dollars) |
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18. | | | | | Business combinations (continued) |
| | | | Consideration USD | CAD |
| | | | Cash consideration on closing | | $26,638,795 | $34,982,066 |
| | | | Net working capital adjustment | | $230,486 | $302,674 |
| | | | Cash held in escrow for working capital | | $885,679 | $1,163,074 |
| | | | Cash held in escrow for indemnification | | $342,857 | $450,240 |
| | | | Cash held in escrow for USF Special Indemnity (1 year) | | $1,671,254 | $2,194,691 |
| | | | Cash held in escrow for USF Special Indemnity (2 year) | | $290,397 | $381,349 |
| | | | Common shares | | $4,990,815 | $6,553,938 |
| | | | | | $35,050,283 | $46,028,032 |
| | | | Purchase price allocation | | | | USD | CAD |
| | | | Cash | | $1,513,854 | $1,987,993 |
| | | | Accounts receivable | | $582,676 | $765,170 |
| | | | Prepaids and other deposits | | $294,739 | $387,051 |
| | | | Property and equipment | | $424,260 | $557,138 |
| | | | Right-of-use assets | | $516,648 | $678,462 |
| | | | Accounts payable and accrued liabilities | | ($561,890) | ($737,874) |
| | | | Other liabilities | | ($978,715) | ($1,285,249) |
| | | | Contract Liabilities | | ($628,728) | ($825,646) |
| | | | Lease obligations on right-of-use assets | | ($516,648) | ($678,462) |
| | | | Customer relationships | | $15,030,000 | $19,737,396 |
| | | | Technology | | $2,640,000 | $3,466,848 |
| | | | Brand | | $700,000 | $919,240 |
| | | | Non-compete | | $1,010,000 | $1,326,332 |
| | | | Goodwil | | $15,024,087 | $19,729,633 |
| | | | | | $35,050,283 | $46,028,032 |
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| | | | | |
| | | | |
| | | | b) On February 29, 2020, the Company acquired .e4 LLC in order to strengthen its sales capabilities |
| | | | in its FreePBX® ecosystem. Given the relative size of this transaction, no financial details were publicly disclosed. |
| | | | |
| | | | Goodwill arises primarily from the ability to benefit from the assembled workforce, future growth and potential synergies in the form of cost savings. |
19. Subsequent | | events |
| | | | | On October 7, 2020, $601,823 ($449,256 USD) was released to the Company from the funds held in escrow in connection with the VoIP Innovations LLC acquisition for further payment by the Company to the Universal Service Fund (“USF”). This was the last payment outstanding and was made in full and final settlement of all amounts due as at December 31, 2019. It has further been agreed between the parties that the remaining balance of the USF escrow will be released to the sellers. |
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| | | | | |
20. | | | | | Authorization of the condensed consolidated interim financial statements |
| | | | | The condensed consolidated interim financial statements were authorized for issuance by the Board of Directors on November 10, 2020. |
| | | 24 |