EX-4.9





 Exhibit 4.9 
  





 
 Condensed Interim Consolidated Financial Statements 

Nuvei Corporation 

(Unaudited) 
 For the three
and six months ended June 30, 2021 and 2020 
 (in thousands of US dollars) 












 Nuvei Corporation 

Consolidated Statements of Financial Position 
 (Unaudited) 

 
 (in thousands of US dollars) 

 

													
	 	  	Notes	 	  	June 30,
2021
$	 	  	December 31,
2020
$	 
	 Assets
	  				  				  			
	 Current assets
	  				  				  			
	 Cash
	  				  	 	533,688	 	  	 	180,722	 
	 Trade and other receivables
	  	 	5	 	  	 	40,806	 	  	 	32,055	 
	 Inventory
	  				  	 	344	 	  	 	80	 
	 Prepaid expenses
	  				  	 	5,186	 	  	 	4,727	 
	 Income taxes receivable
	  				  	 	8,779	 	  	 	6,690	 
	 Current portion of advances to third parties
	  	 	6	 	  	 	6,694	 	  	 	8,520	 
	 Current portion of contract assets
	  				  	 	1,698	 	  	 	1,587	 
		  				  	  
	  
	 	  	  
	  
	 
	 Total current assets before segregated funds
	  				  	 	597,195	 	  	 	234,381	 
	 Segregated funds
	  				  	 	610,347	 	  	 	443,394	 
		  				  	  
	  
	 	  	  
	  
	 
	 Total current assets
	  				  	 	1,207,542	 	  	 	677,775	 
	 Non-current assets
	  				  				  			
	 Advances to third parties
	  	 	6	 	  	 	28,104	 	  	 	38,478	 
	 Property and equipment
	  				  	 	16,316	 	  	 	16,537	 
	 Intangible assets
	  	 	4	 	  	 	556,638	 	  	 	524,232	 
	 Goodwill
	  	 	4	 	  	 	995,155	 	  	 	969,820	 
	 Deferred tax assets
	  				  	 	9,517	 	  	 	3,785	 
	 Contract assets
	  				  	 	1,019	 	  	 	1,300	 
	 Processor deposits
	  				  	 	5,454	 	  	 	13,898	 
	 Other non-current assets
	  				  	 	1,987	 	  	 	1,944	 
		  				  	  
	  
	 	  	  
	  
	 
	 Total Assets
	  				  	 	2,821,732	 	  	 	2,247,769	 
		  				  	  
	  
	 	  	  
	  
	 


  
 2 













 Nuvei Corporation 

Consolidated Statements of Financial Position 
 (Unaudited) 

 
 (in thousands of US dollars) 

 

													
	 	  	Notes	 	  	June 30,
2021
$	 	 	December 31,
2020
$	 
	 Liabilities
	  				  				 			
	 Current liabilities
	  				  				 			
	 Trade and other payables
	  	 	7	 	  	 	91,906	 	 	 	64,779	 
	 Income taxes payable
	  				  	 	17,152	 	 	 	7,558	 
	 Current portion of loans and borrowings
	  	 	8	 	  	 	7,228	 	 	 	2,527	 
	 Other current liabilities
	  				  	 	8,067	 	 	 	7,132	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total current liabilities before due to merchants
	  				  	 	124,353	 	 	 	81,996	 
	 Due to merchants
	  				  	 	610,347	 	 	 	443,394	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total current liabilities
	  				  	 	734,700	 	 	 	525,390	 
	 Non-current liabilities
	  				  				 			
	 Loans and borrowings
	  	 	8	 	  	 	501,993	 	 	 	212,726	 
	 Deferred tax liabilities
	  				  	 	47,077	 	 	 	50,105	 
	 Other non-current liabilities
	  				  	 	6,478	 	 	 	1,659	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total Liabilities
	  				  	 	1,290,248	 	 	 	789,880	 
		  				  	  
	  
	 	 	  
	  
	 
	 Equity
	  				  				 			
	 Equity attributable to shareholders
	  				  				 			
	 Share capital
	  	 	9	 	  	 	1,631,777	 	 	 	1,625,785	 
	 Contributed surplus
	  				  	 	24,084	 	 	 	11,966	 
	 Deficit
	  				  	 	(146,398	) 	 	 	(211,042	) 
	 Accumulated other comprehensive income
	  				  	 	11,931	 	 	 	22,470	 
		  				  	  
	  
	 	 	  
	  
	 
		  				  	 	1,521,394	 	 	 	1,449,179	 
	 Non-controlling interest
	  				  	 	10,090	 	 	 	8,710	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total Equity
	  				  	 	1,531,484	 	 	 	1,457,889	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total Liabilities and Equity
	  				  	 	2,821,732	 	 	 	2,247,769	 
		  				  	  
	  
	 	 	  
	  
	 
	 Contingencies
	  	 	17	 	  				 			

 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 

  
 3 













 Nuvei Corporation 

Consolidated Statements of Profit or Loss and Comprehensive Income or Loss 

(Unaudited) 
 For the three and six months ended June 30

  
 (in thousands of US dollars, except for share
and per share amounts) 
  

																			
	 	  	 	  	Three months ended
June 30,	 	 	Six months ended
June 30,	 
	 	  	Notes	  	2021
$	 	 	2020
$	 	 	2021
$	 	 	2020
$	 
	 Revenue
	  	10	  	 	178,239	 	 	 	83,325	 	 	 	328,719	 	 	 	166,564	 
	 Cost of revenue
	  	10	  	 	33,124	 	 	 	13,561	 	 	 	60,308	 	 	 	28,729	 
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Gross profit
	  		  	 	145,115	 	 	 	69,764	 	 	 	268,411	 	 	 	137,835	 
	 Selling, general and administrative expenses
	  	10	  	 	95,870	 	 	 	50,893	 	 	 	184,306	 	 	 	105,759	 
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Operating profit
	  		  	 	49,245	 	 	 	18,871	 	 	 	84,105	 	 	 	32,076	 
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Finance income
	  	11	  	 	(912	) 	 	 	(1,449	) 	 	 	(1,771	) 	 	 	(2,795	) 
	 Finance costs
	  	11	  	 	3,432	 	 	 	24,083	 	 	 	6,747	 	 	 	55,342	 
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Net finance costs
	  		  	 	2,520	 	 	 	22,634	 	 	 	4,976	 	 	 	52,547	 
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Loss (gain) on foreign currency exchange
	  		  	 	1,691	 	 	 	(18,286	) 	 	 	1,246	 	 	 	27,433	 
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Income (loss) before income tax
	  		  	 	45,034	 	 	 	14,523	 	 	 	77,883	 	 	 	(47,904	) 
	 Income tax expense
	  		  	 	6,120	 	 	 	558	 	 	 	11,179	 	 	 	474	 
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Net income (loss)
	  		  	 	38,914	 	 	 	13,965	 	 	 	66,704	 	 	 	(48,378	) 
	 Other comprehensive income (loss)
	  		  				 				 				 			
	 Items that may be reclassified subsequently to profit or loss
	  		  				 				 				 			
	 Foreign operations – foreign currency translation differences
	  		  	 	4,310	 	 	 	(16,357	) 	 	 	(10,539	) 	 	 	23,310	 
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Comprehensive income (loss)
	  		  	 	43,224	 	 	 	(2,392	) 	 	 	56,165	 	 	 	(25,068	) 
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Net income (loss) attributable to:
	  		  				 				 				 			
	 Common shareholders of the Company
	  		  	 	37,830	 	 	 	13,216	 	 	 	64,644	 	 	 	(49,377	) 
	 Non-controlling interest
	  		  	 	1,084	 	 	 	749	 	 	 	2,060	 	 	 	999	 
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 	  	 	  	38,914	 	 	13,965	 	 	66,704	 	 	(48,378)	 
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Comprehensive income (loss) attributable to Common shareholders of the Company
	  		  	 	42,140	 	 	 	(3,141	) 	 	 	54,105	 	 	 	(26,067	) 
	 Non-controlling interest
	  		  	 	1,084	 	 	 	749	 	 	 	2,060	 	 	 	999	 
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 	  	 	  	43,224	 	 	(2,392)	 	 	56,165	 	 	(25,068)	 
		  		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Net income (loss) per share
	  	12	  				 				 				 			
	 Net income (loss) per share attributable to common shareholders of the Company
	  		  				 				 				 			
	 Basic
	  		  	 	0.27	 	 	 	0.16	 	 	 	0.47	 	 	 	(0.58	) 
	 Diluted
	  		  	 	0.26	 	 	 	0.15	 	 	 	0.45	 	 	 	(0.58	) 
	 Weighted average number of common shares outstanding
	  		  				 				 				 			
	 Basic
	  		  	 	138,719,227	 	 	 	84,606,171	 	 	 	138,462,027	 	 	 	84,605,470	 
	 Diluted
	  		  	 	143,265,259	 	 	 	86,992,447	 	 	 	142,991,370	 	 	 	84,605,470	 

 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 

  
 4 













 Nuvei Corporation 

Consolidated Statements of Cash Flows 
 (Unaudited) 

For the six months ended June 30 
  

(in thousands of US dollars) 
  

													
	 	  	Notes	 	  	2021
$	 	 	2020
$	 
	 Cash flows from operating activities
	  				  				 			
	 Net income (loss)
	  				  	 	66,704	 	 	 	(48,378	) 
	 Adjustments for:
	  				  				 			
	 Depreciation of property and equipment
	  				  	 	2,780	 	 	 	2,702	 
	 Amortization of intangible assets
	  				  	 	38,958	 	 	 	31,631	 
	 Amortization of contract assets
	  				  	 	1,017	 	 	 	1,076	 
	 Share-based payments
	  				  	 	9,058	 	 	 	735	 
	 Net finance costs
	  	 	11	 	  	 	4,976	 	 	 	52,547	 
	 Loss on foreign currency exchange
	  				  	 	1,246	 	 	 	27,433	 
	 Impairment on disposal of a subsidiary
	  	 	4b	 	  	 	—  	 	 	 	487	 
	 Income tax expense
	  				  	 	11,179	 	 	 	474	 
	 Changes in non-cash working capital items
	  	 	16	 	  	 	14,265	 	 	 	(6,138	) 
	 Interest paid
	  				  	 	(5,435	) 	 	 	(29,424	) 
	 Income taxes paid
	  				  	 	(5,754	) 	 	 	(304	) 
		  				  	  
	  
	 	 	  
	  
	 
		  				  	 	138,994	 	 	 	32,841	 
		  				  	  
	  
	 	 	  
	  
	 
	 Cash flows from (used in) investing activities
	  				  				 			
	 Business acquisitions, net of cash acquired
	  	 	4a	 	  	 	(88,930	) 	 	 	—  	 
	 Proceeds from the sale of a subsidiary, net of cash
	  	 	4b	 	  	 	—  	 	 	 	18,896	 
	 Decrease in other non-current assets
	  				  	 	9,787	 	 	 	321	 
	 Net decrease (increase) in advances to third parties
	  	 	6	 	  	 	5,982	 	 	 	(473	) 
	 Acquisition of property and equipment
	  				  	 	(2,419	) 	 	 	(1,292	) 
	 Acquisition of intangible assets
	  				  	 	(8,706	) 	 	 	(6,842	) 
		  				  	  
	  
	 	 	  
	  
	 
	 	  	 	 	  	(84,286)	 	 	10,610	 
		  				  	  
	  
	 	 	  
	  
	 
	 Cash flows from (used in) financing activities
	  				  				 			
	 Transaction costs related to loans and borrowings
	  				  	 	(5,373	) 	 	 	(452	) 
	 Proceeds from exercise of stock options
	  	 	9	 	  	 	3,968	 	 	 	—  	 
	 Proceeds from issuance of share capital
	  				  	 	—  	 	 	 	150	 
	 Proceeds from loans and borrowings
	  	 	8	 	  	 	300,000	 	 	 	56,999	 
	 Repayment of loans and borrowings
	  				  	 	—  	 	 	 	(84,185	) 
	 Payment of lease liabilities
	  				  	 	(1,327	) 	 	 	(1,218	) 
	 Dividend paid by subsidiary to non-controlling
interest
	  				  	 	(680	) 	 	 	(400	) 
		  				  	  
	  
	 	 	  
	  
	 
	 	  	 	 	  	296,588	 	 	(29,106)	 
		  				  	  
	  
	 	 	  
	  
	 
	 Effect of movements in exchange rates on cash
	  				  	 	1,670	 	 	 	806	 
		  				  	  
	  
	 	 	  
	  
	 
	 Net increase in cash
	  				  	 	352,966	 	 	 	15,151	 
	 Cash – Beginning of period
	  				  	 	180,722	 	 	 	60,072	 
		  				  	  
	  
	 	 	  
	  
	 
	 Cash – End of period
	  				  	 	533,688	 	 	 	75,223	 
		  				  	  
	  
	 	 	  
	  
	 

 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 

  
 5 













 Nuvei Corporation 

Consolidated Statements of Changes in Equity 
 (Unaudited) 

For the six months ended June 30 
  

(in thousands of US dollars) 
  

																													
	 	  	 	 	  	Attributable to shareholders of the Company	 	 	 	 
	 	  	Notes	 	  	Share
capital
$	 	  	Contributed
surplus
$	 	 	Deficit
$	 	 	Accumulated
other
comprehensive
income (loss)
    $	 	 	Non-controlling
interest
$	 	 	Total
equity
$	 
	 Balance as at January 1, 2020
	  				  	 	450,523	 	  	 	1,603	 	 	 	(104,812	) 	 	 	(10,385	) 	 	 	7,090	 	 	 	344,019	 
	 Contributions and distributions
	  				  				  				 				 				 				 			
	 Exercise of stock options
	  				  	 	193	 	  	 	—  	 	 				 				 				 	 	193	 
	 Equity-settled share-based payments
	  				  	 	—  	 	  	 	692	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	692	 
	 Dividend paid by subsidiary to non-controlling
interest
	  				  	 	—  	 	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(400	) 	 	 	(400	) 
	 Net income (loss) and comprehensive income (loss)
	  				  	 	—  	 	  	 	—  	 	 	 	(49,377	) 	 	 	23,310	 	 	 	999	 	 	 	(25,068	) 
		  				  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Balance as at June 30, 2020
	  				  	 	450,716	 	  	 	2,295	 	 	 	(154,189	) 	 	 	12,925	 	 	 	7,689	 	 	 	319,436	 
		  				  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Balance as at January 1, 2021
	  				  	 	1,625,785	 	  	 	11,966	 	 	 	(211,042	) 	 	 	22,470	 	 	 	8,710	 	 	 	1,457,889	 
	 Contributions and distributions
	  				  				  				 				 				 				 			
	 Exercise of stock options
	  	 
	9,
15	 
 	  	 	5,992	 	  	 	(2,024	) 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	3,968	 
	 Equity-settled share-based payments, including tax impact
	  				  	 	—  	 	  	 	14,142	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	14,142	 
	 Dividend paid by subsidiary to non-controlling
interest
	  				  	 	—  	 	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(680	) 	 	 	(680	) 
	 Net income (loss) and comprehensive income (loss)
	  				  	 	—  	 	  	 	—  	 	 	 	64,644	 	 	 	(10,539	) 	 	 	2,060	 	 	 	56,165	 
		  				  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Balance as at June 30, 2021
	  				  	 	1,631,777	 	  	 	24,084	 	 	 	(146,398	) 	 	 	11,931	 	 	 	10,090	 	 	 	1,531,484	 
		  				  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 

 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 

  
 6 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 June 30, 2021 and 2020 

 
  

(in thousands of US dollars, except for per share amounts) 
  

	1	 Reporting entity 



Nuvei Corporation (“Nuvei” or the “Company”) is a global provider of payment technology solutions to merchants and partners
in North America, Europe, Asia Pacific and Latin America and is domiciled in Canada with its registered office located at 1100 René-Lévesque Blvd., 9th floor, Montreal, Quebec, Canada. Nuvei is
the ultimate parent of the group and was incorporated on September 1, 2017 under the Canada Business Corporations Act (“CBCA”) 

The Company’s shares are listed on the Toronto Stock Exchange (“TSX”) under the symbols “NVEI”
and “NVEI.U”. 
  

	2	 Basis of preparation and consolidation 



These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRS”) applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board
(“IASB”). Certain information and disclosures have been omitted or condensed. The accounting policies and methods of computation described in the annual audited consolidated financial statements were applied consistently in the preparation
of these condensed interim consolidated financial statements. Accordingly, these condensed interim consolidated financial statements should be read together with the Company’s audited consolidated financial statements and notes thereto for the
year ended December 31, 2020. 
 Certain comparative figures related to foreign currency exchange gains or losses have been
reclassified to conform with the presentation for the current year. Accordingly, for the three months ended June 30, 2020, a foreign currency exchange gain of $21,417 included in net finance costs and a foreign currency exchange loss of $3,131
included in Selling, general and administrative expenses (“SG&A”) were reclassified to loss (gain) on foreign currency exchange in the consolidated statement of profit or loss. For the six months ended June 30, 2020, a foreign
currency exchange loss of $25,093 included in net finance costs and a foreign currency exchange loss of $2,340 included in Selling, general and administrative expenses (“SG&A”) were reclassified to loss (gain) on foreign currency
exchange in the consolidated statement of profit or loss. These reclassifications had no impact on net income or net income per share. The Company believes this will provide more relevant information on foreign currency exchange and improve
comparability of SG&A expenses and net finance costs in the consolidated statement of profit or loss. 
 These condensed interim
consolidated financial statements were authorized for issue by the Company’s Board of Directors on August 9, 2021. 
 Operating
segments 
 The Company has one reportable segment for the provision of payment technology solutions to merchants and partners in North
America, Europe, Asia Pacific and Latin America. 
 Seasonality of interim operations 

The operations of the Company can be seasonal, and the results of operations for any interim period are not necessarily indicative of
operations for the full year or any future period. 

  
 7 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 June 30, 2021 and 2020 

 
  

(in thousands of US dollars, except for per share amounts) 
  

Estimates, judgments and assumptions 

The preparation of these condensed interim consolidated financial statements in conformity with IFRS requires management to make estimates,
judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The significant estimates, judgments and assumptions made by management are the same as those applied
and described in the Company’s audited annual consolidated financial statements for the year ended December 31, 2020 except those described below. Actual results may differ from these estimates, judgments and assumptions. 

COVID-19 impact on judgments, assumptions and estimation uncertainties

The COVID-19 pandemic has disrupted the economy and put unprecedented strains on governments, health
care systems, businesses and individuals around the world. The impact and duration of the COVID-19 pandemic are difficult to assess or predict. 

The spread of COVID-19 has caused us to modify our business practices to help minimize the risk of the
virus to our employees, our partners, our merchants and their customers, and the communities in which we do business. The negative impact of the COVID-19 pandemic on our business and the condensed interim
consolidated financial statements for the three and six months ended June 30, 2021 has been limited. The extent and continued impact of the COVID-19 pandemic on our business will depend on certain
developments, including: the duration and spread of the outbreak; government responses to the pandemic; the impact on our customers and our sales cycles; the impact on customer, industry or employee events; and the effect on our partners, merchants
and their customers, third-party service providers, customers and supply chains, all of which are uncertain and cannot be predicted. Accordingly, there is a higher level of uncertainty with respect to management’s judgments, assumptions and
estimates. 
 Expense recognition of share-based payments with performance conditions 

The expense recognized for share-based payments for which the performance conditions have not yet been met is based on an estimation of the
probability of achieving the performance conditions which is difficult to predict, as well as the timing of their achievement. The final expense is only determinable when the outcome is known. 

 

	3	 Significant accounting policies and other changes in the current reporting period 



The accounting policies used in these interim financial statements are consistent with those applied by the Company in its December 31,
2020 audited annual consolidation financial statements excepts for those described below. 
 Share-based payments with performance
conditions 
 The Company has granted stock options and performance share units (“PSU”) that vest upon reaching certain
objectives. At the grant date, the Company assesses whether those performance conditions are market or non-market conditions. Market conditions are considered in the fair value estimate on the grant date and
this fair value is not revised subsequently. For non-market conditions, the Company estimates the expected outcome of the performance targets and revises those estimates and related expense until the final
outcome is known. 
 New accounting standards and interpretations issued but not yet adopted 

The IASB has issued new standards and amendments to existing standards which are applicable to the Company in future periods beginning on
January 1, 2022 or later. There were no significant updates to the standards and interpretations issued but not yet adopted described in the annual audited consolidated financial statements. 

  
 8 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 June 30, 2021 and 2020 

 
  

(in thousands of US dollars, except for per share amounts) 
  

	4	 Business combinations 



 

	 	a)	 Acquisition 



If the final purchase price allocation for a business combination is incomplete, the Company will report provisional amounts for the items for
which the accounting is incomplete. Provisional amounts are adjusted during the measurement period to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amount
recognized at that date. The measurement period is the period from the acquisition date to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of one
year. 
 Base Commerce LLC 

On January 1, 2021, the Company acquired substantially all of the assets of Base Commerce LLC (“Base”), a technology-driven
payment processing company specializing in bank card and automated clearing house payment processing solutions. The purchase price for this acquisition totalled $92,678 including a cash amount of $6,186 placed in escrow in connection with
adjustments to the purchase price or indemnification per the purchase agreement. The remaining amount consists of a contingent consideration of $3,004 which is contingent upon meeting certain performance metrics. Since the initial purchase price
allocation was disclosed, contingent consideration has been reduced by $4,000 and trade and other payables have increased by $650 and those adjustments have been reflected as an adjustment of $3,350 to goodwill. The following table summarizes the
preliminary amounts of assets acquired and liabilities assumed at the acquisition date: 
  

					
	 	  	Adjusted
$	 
	 Assets acquired
	  			
	 Cash
	  	 	744	 
	 Segregated funds
	  	 	122,139	 
	 Trade and other receivables
	  	 	8,481	 
	 Property and equipment
	  	 	160	 
	 Prepaid expenses
	  	 	42	 
	 Processor deposits
	  	 	1,385	 
	 Intangible assets
	  			
	 Trademarks
	  	 	2,221	 
	 Technologies
	  	 	8,645	 
	 Partner and merchant relationships
	  	 	45,165	 
	 Goodwill (deductible for tax purposes)
	  	 	31,849	 
		  	  
	  
	 
		  	 	220,831	 
	 Liabilities assumed
	  			
	 Trade and other payables
	  	 	(6,014	) 
	 Due to merchants
	  	 	(122,139	) 
		  	  
	  
	 
		  	 	92,678	 
		  	  
	  
	 
	 Total consideration
	  			
	 Cash paid
	  	 	89,674	 
	 Contingent consideration
	  	 	3,004	 
		  	  
	  
	 
		  	 	92,678	 
		  	  
	  
	 


  
 9 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 June 30, 2021 and 2020 

 
  

(in thousands of US dollars, except for per share amounts) 
  

To finance the cash consideration noted above, on December 31, 2020, the Company increased its credit facility by amending its credit
agreement to add a term loan of $100,000. 
 Goodwill arising from this acquisition mainly consists of assembled workforce and expected
synergies, which were not recorded separately since they did not meet the recognition criteria for identifiable intangible assets. 
 Base
contributed revenues of $28,935 to the Company for the period from the acquisition date to June 30, 2021. Acquisition costs of $268 have been expensed and recorded under selling, general and administrative expenses in the consolidated statement
of profit or loss and comprehensive income or loss for the six months ended June 30, 2021. 
  

	 	b)	 Disposal of subsidiary 



In May 2020, the Company disposed of CreditGuard, a wholly owned subsidiary of the Company, to the MAX group, for $21,108 including adjustments
of $1,108. The measurement of the assets and liabilities of CreditGuard at fair value less cost to sell resulted in an impairment of $338 being recognized in selling, general and administrative expenses in the six months ended
June 30, 2020. 
 Assets and liabilities sold comprise the following: 

 

					
	 	  	$	 
	 Goodwill
	  	 	7,664	 
	 Intangible assets
	  	 	9,689	 
	 Trade and other receivables
	  	 	1,673	 
	 Other assets
	  	 	1,864	 
		  	  
	  
	 
	 Assets disposed
	  	 	20,890	 
		  	  
	  
	 
	 Accounts payable and accrued liabilities
	  	 	779	 
	 Other liabilities
	  	 	728	 
		  	  
	  
	 
	 Liabilities disposed
	  	 	1,507	 
		  	  
	  
	 
	 Cash proceeds, net of $2,063 in cash
	  	 	19,045	 
		  	  
	  
	 


  
 10 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 June 30, 2021 and 2020 

 
  

(in thousands of US dollars, except for per share amounts) 
  

	5	 Trade and other receivables 



 

									
	 	  	June 30,
2021 $	 	  	December 31,
2020 $	 
	 Trade receivables
	  	 	38,133	 	  	 	26,657	 
	 Investment tax credits
	  	 	697	 	  	 	805	 
	 Other receivables
	  	 	1,976	 	  	 	4,593	 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	40,806	 	  	 	32,055	 
		  	  
	  
	 	  	  
	  
	 

  

	6	 Advances to third parties 



Advances to third parties comprise the following: 
  

									
	 	  	June 30,
2021
$	 	  	December 31,
2020
$	 
	 Advances to a third party independent sales organization

Other
	  	 
	34,543
255	 
 	  	 
	46,680
318	 
 
		  	  
	  
	 	  	  
	  
	 
		  	 	34,798	 	  	 	46,998	 
	 Current portion
	  	 	(6,694	) 	  	 	(8,520	) 
		  	  
	  
	 	  	  
	  
	 
	 Long-term portion
	  	 	28,104	 	  	 	38,478	 
		  	  
	  
	 	  	  
	  
	 

 The movement in the advances to a third party independent sales organization is as follows: 

 

					
	 	  	Six months
ended
June 30,
2021
$	 
	 Balance, beginning of period
	  	 	46,680	 
	 Interest on advances to third parties
	  	 	1,680	 
	 Merchant residuals received
	  	 	(5,919	) 
	 Fair value true-up
	  	 	91	 
	 Settlement of advances to a third party*
	  	 	(7,989	) 
		  	  
	  
	 
	 Balance, end period
	  	 	34,543	 
		  	  
	  
	 

  

	*	 In accordance with the agreements, these advances to a third party were settled in exchange for a fixed
portfolio of merchant contracts upon expiry of the minimum guarantee for the first three years. The portfolio of merchant contracts was recognized at the fair value of the advance to a third party on the date of settlement as an intangible asset,
under partner and merchant relationships. 



  
 11 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 June 30, 2021 and 2020 

 
  

(in thousands of US dollars, except for per share amounts) 
  

	7	 Trade and other payables 



Trade and other payables comprise the following: 
  

									
	 	  	June 30,
2021
$	 	  	December 31,
2020
$	 
	 Trade payables
	  	 	24,203	 	  	 	20,307	 
	 Accrued bonuses and other compensation-related liabilities
	  	 	18,092	 	  	 	13,541	 
	 Employees’ tax withholdings
	  	 	11,837	 	  	 	—  	 
	 Sales tax
	  	 	9,250	 	  	 	6,073	 
	 Interest payable
	  	 	1,591	 	  	 	1,212	 
	 Due to processors
	  	 	5,669	 	  	 	3,644	 
	 Due to merchants not related to segregated funds
	  	 	14,016	 	  	 	14,823	 
	 Other accrued liabilities
	  	 	7,248	 	  	 	5,179	 
		  	  
	  
	 	  	  
	  
	 
		  	 	91,906	 	  	 	64,779	 
		  	  
	  
	 	  	  
	  
	 

  

	8	 Loans and borrowings 



The terms and conditions of the Company’s loans and borrowings are as follows: 

 

																					
	 	  	 	 	  	June 30,
2021	 	 	December 31,
2020	 
	 	  	Notes	 	  	Facility
$	 	  	Carrying
amount
$	 	 	Facility
$	 	  	Carrying
amount
$	 
	 Amended and Restated Credit Facility
	  	 	(a), (b)	 	  				  				 				  			
	 First lien credit facilities
	  				  				  				 				  			
	 Term loan facilities
	  				  	 	511,971	 	  	 	501,501	 	 	 	211,971	 	  	 	206,481	 
	 Revolving credit facility
	  				  	 	350,000	 	  	 	—  	 	 	 	100,000	 	  	 	—  	 
		  				  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
	 Total credit facilities
	  				  				  	 	501,501	 	 				  	 	206,481	 
	 Lease liabilities
	  				  				  	 	7,720	 	 				  	 	8,772	 
		  				  				  	  
	  
	 	 				  	  
	  
	 
		  				  				  	 	509,221	 	 				  	 	215,253	 
	 Current portion of loans and borrowings
	  				  				  	 	(7,228	) 	 				  	 	(2,527	) 
		  				  				  	  
	  
	 	 				  	  
	  
	 
	 Loans and borrowings
	  				  				  	 	501,993	 	 				  	 	212,726	 
		  				  				  	  
	  
	 	 				  	  
	  
	 

 Loans and borrowings are presented net of unamortized transaction costs. Transaction costs relating to the
issuance of loans and borrowings are amortized over the term of the debt using the effective interest rate method. 
  

	 	a)	 Amended and restated credit facility 



On June 18, 2021, the Company renegotiated the terms of its Credit facility to reduce the interest rate and increase the total financing
capacity available under that facility from $211,971 to $511,971 in the form of term loans and from $100,000 to $350,000 in the form of a revolving facility. Outstanding principal of the 

  
 12 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 June 30, 2021 and 2020 

 
  

(in thousands of US dollars, except for per share amounts) 
  

term loan will be payable quarterly at an annual rate of 1.00% and remaining balance will be payable at maturity which remained unchanged at
September 28, 2025. The maturity of the revolving facility was extended by one year to September 28, 2024. There was no change to the guarantees and covenants of the credit facility arrangement. This amendment was treated as a debt
modification and did not result in any gain or loss on debt modification. Concurrently with the agreement, the company has borrowed $300,000 under the amended term loan facility, which was recorded net of the associated transaction costs of $5,373.

  

	 	i)	 Loans drawn in US dollars under the First Lien Credit facilities bear interest at the ABR1 plus 1.50% (December 31, 2020 – 3.00%) or the adjusted eurocurrency2 rate plus 2.50% (December 31, 2020 – 4.00%). As at
June 30, 2021, the outstanding Term loan facilities interest rate was 3.00% (December 31, 2020 – 4.75%). 


  

	 	ii)	 Loans drawn in Canadian dollars under the First Lien Credit facilities bear interest at the Canadian prime rate
plus 1.50% or banker’s acceptance rate plus 2.50%. As at June 30, 2021 and December 31, 2020 there was no loan denominated in Canadian dollars. 



 

	 	iii)	 In case the LIBOR is no longer available following the benchmark reform and if the LIBOR is replaced by the
Term Secured Overnight Financing Rate (“SOFR”), the LIBOR for the interest computation shall be replaced by the sums of: a) Term SOFR; and b) 0.11% for interest period of one-month, 0.26% for
interest period of three months or 0.43% for interest period of six months; or if the LIBOR is replaced by the Daily SOFR, by the sums of: a) Daily simple SOFR; and b) 0.26%. 



 

	 	b)	 Guarantees and covenants 



Borrowings under the facilities are secured by all current and future assets of the Company and its existing and future subsidiaries. The
continued availability of the first lien credit facilities is subject to the Company’s ability to maintain a total leverage ratio of less than or equal to 8.00 : 1.00 for period ending December 31, 2020 and June 30, 2021, with the
ratio decreasing year over year every October 1, until it reaches 6.50 : 1.00 for the period after September 30, 2023. The total leverage ratio considers the Company’s total debt, calculated as long-term debt less unrestricted cash.
The Company is in compliance with all applicable covenants as at June 30, 2021 and December 31, 2020. 
  

	9	 Share capital 



The Company issued 935,129 Subordinate Voting Shares for a cash consideration of $3,968 during the six months ended June 30, 2021
following the exercise of stock options. 
 There were 16,183,189 Multiple Voting Shares converted to Subordinate Voting Shares during the
six months ended June 30, 2021 as a result of two bought deal secondary offerings. 
 There were 76,064,619 Multiple Voting Shares and
63,042,955 Subordinate Voting Shares outstanding as at June 30, 2021. 
  

 

	1 	 The Alternate Base Rate is defined as a rate per annum equal to the higher of a) Federal funds effective rate +
0.5%; b) LIBOR plus 1%; c) Prime rate; and d) 1.50% (2020 – 1.75%). 



	2 	 The adjusted Eurocurrency rate is defined as an interest rate per annum equal to the greater of: a) the
Eurocurrency rate multiplied by the Statutory Reserve rate and b) 0.50% (2020 – 0.75%). 



  
 13 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 June 30, 2021 and 2020 

 
  

(in thousands of US dollars, except for per share amounts) 
  

	10	 Revenue and expenses by nature 



 

																	
	 	  	Three months
ended June 30,	 	  	Six months
ended June 30,	 
	 	  	2021
$	 	  	2020
$	 	  	2021
$	 	  	2020
$	 
	 Revenue
	  				  				  				  			
	 Merchant transaction and processing services revenue
	  	 	176,062	 	  	 	81,344	 	  	 	324,352	 	  	 	161,944	 
	 Other revenue
	  	 	2,177	 	  	 	1,981	 	  	 	4,367	 	  	 	4,620	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  	 	178,239	 	  	 	83,325	 	  	 	328,719	 	  	 	166,564	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Cost of revenue
	  				  				  				  			
	 Processing cost
	  	 	31,989	 	  	 	12,575	 	  	 	58,165	 	  	 	26,031	 
	 Cost of goods sold
	  	 	1,135	 	  	 	986	 	  	 	2,143	 	  	 	2,698	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  	 	33,124	 	  	 	13,561	 	  	 	60,308	 	  	 	28,729	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Selling, general and administrative expenses
	  				  				  				  			
	 Commissions
	  	 	36,288	 	  	 	15,498	 	  	 	65,239	 	  	 	31,911	 
	 Depreciation and amortization
	  	 	20,740	 	  	 	17,020	 	  	 	41,738	 	  	 	34,333	 
	 Employee compensation
	  	 	23,014	 	  	 	13,564	 	  	 	44,037	 	  	 	27,718	 
	 Professional fees
	  	 	6,522	 	  	 	2,811	 	  	 	13,442	 	  	 	4,604	 
	 Share-based payments
	  	 	4,953	 	  	 	402	 	  	 	9,058	 	  	 	735	 
	 Transaction losses (recovery)
	  	 	(664	) 	  	 	1,002	 	  	 	1,155	 	  	 	1,472	 
	 Contingent consideration adjustment
	  	 	—  	 	  	 	(1,270	) 	  	 	—  	 	  	 	(1,270	) 
	 Other
	  	 	5,017	 	  	 	1,866	 	  	 	9,635	 	  	 	6,256	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  	 	95,870	 	  	 	50,893	 	  	 	184,306	 	  	 	105,759	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

  

	11	 Net finance costs 



 

																	
	 	  	Three months
ended June 30,	 	  	Six months
ended June 30,	 
	 	  	2021
$	 	  	2020
$	 	  	2021
$	 	  	2020
$	 
	 Finance income
	  				  				  				  			
	 Interest on advances to third parties
	  	 	(912	) 	  	 	(1,449	) 	  	 	(1,771	) 	  	 	(2,795	) 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Finance costs
	  				  				  				  			
	 Interest on loans and borrowings (excluding lease liabilities)
	  	 	3,281	 	  	 	13,818	 	  	 	6,451	 	  	 	29,300	 
	 Change in redemption amount of liability-classified Class A common shares
	  	 	—  	 	  	 	4,820	 	  	 	—  	 	  	 	15,451	 
	 Change in redemption amount of subsidiary’s preferred shares
	  	 	—  	 	  	 	1,030	 	  	 	—  	 	  	 	2,035	 
	 Interest on unsecured debentures
	  	 	—  	 	  	 	4,387	 	  	 	—  	 	  	 	8,496	 
	 Interest expense on lease liabilities
	  	 	99	 	  	 	27	 	  	 	205	 	  	 	57	 
	 Other interest expense
	  	 	52	 	  	 	1	 	  	 	91	 	  	 	3	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  	 	3,432	 	  	 	24,083	 	  	 	6,747	 	  	 	55,342	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Net finance costs
	  	 	2,520	 	  	 	22,634	 	  	 	4,976	 	  	 	52,547	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 


  
 14 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 June 30, 2021 and 2020 

 
  

(in thousands of US dollars, except for per share amounts) 
  

	12	 Net income (loss) per share 



Prior to the Initial Public Offering (“IPO”) on September 22, 2020, the Company had three categories of potential dilutive
securities: convertible liability-classified shares, unsecured convertible debentures due to shareholders and stock options. Since the IPO, stock options, Restricted Share Units (“RSUs”) and PSUs are considered to be potentially dilutive.

 Diluted net income (loss) per share excludes all dilutive potential shares if their effect is anti-dilutive. For the three months and six
months ended June 30, 2021, and for the three months ended June 30, 2020, anti-dilutive stock options were excluded from the calculation of diluted net income per share. As a result of net loss incurred for the six months ended
June 30, 2020, the potential dilutive securities have been excluded from the calculation of diluted loss per share because including them would be anti-dilutive. 
  

																	
	 	  	Three months
ended June 30,	 	  	Six months
ended June 30,	 
	 	  	2021
$	 	  	2020
$	 	  	2021
$	 	  	2020
$	 
	 Net income (loss) attributable to common shareholders of the Company
(basic and diluted)
	  	 	37,830	 	  	 	13,216	 	  	 	64,644	 	  	 	(49,377	) 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Weighted average number of common shares outstanding – basic*
	  	 	138,719,227	 	  	 	84,606,171	 	  	 	138,462,027	 	  	 	84,605,470	 
	 Effect of dilutive securities
	  	 	4,546,032	 	  	 	2,386,276	 	  	 	4,529,343	 	  	 	—  	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Weighted average number of common shares outstanding – diluted*
	  	 	143,265,259	 	  	 	86,992,447	 	  	 	142,991,370	 	  	 	84,605,470	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Net income (loss) per share attributable to common shareholders of the Company:
	  				  				  				  			
	 Basic
	  	 	0.27	 	  	 	0.16	 	  	 	0.47	 	  	 	(0.58	) 
	 Diluted
	  	 	0.26	 	  	 	0.15	 	  	 	0.45	 	  	 	(0.58	) 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

  

	*	 The weighted average number of common shares outstanding prior to the IPO has been adjusted to take into
consideration the Reorganization described in Note 17 of the audited consolidated financial statements. 


  

	13	 Related party transactions 



Transactions with key management personnel 

Key management personnel compensation comprises the following: 
  

																	
	 	  	Three months
ended June 30,	 	  	Six months
ended June 30,	 
	 	  	2021
$	 	  	2020
$	 	  	2021
$	 	  	2020
$	 
	 Salaries and short-term employee benefits
	  	 	1,379	 	  	 	754	 	  	 	2,746	 	  	 	1,794	 
	 Share-based payments
	  	 	2,417	 	  	 	303	 	  	 	3,868	 	  	 	527	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  	 	3,796	 	  	 	1,057	 	  	 	6,614	 	  	 	2,321	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 


  
 15 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 June 30, 2021 and 2020 

 
  

(in thousands of US dollars, except for per share amounts) 
  

Other related party transactions 
  

																					
	 	  	 	 	  	Transaction value	 
	 	  	 	 	  	Three months
ended June 30,	 	  	Six months
ended June 30,	 
	 	  	 	 	  	2021
$	 	  	2020
$	 	  	2021
$	 	  	2020
$	 
	 Expenses – Travel
	  	 	(i	) 	  	 	271	 	  	 	303	 	  	 	271	 	  	 	783	 
	 Unsecured convertible debentures due to shareholders
	  	 	(ii	) 	  	 	—  	 	  	 	4,387	 	  	 	—  	 	  	 	8,497	 
		  				  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  	 	271	 	  	 	4,690	 	  	 	271	 	  	 	9,280	 
		  				  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

  

	 	(i)	 In the normal course of operations, the Company receives services from a company owned by a shareholder of the
Company. The services received consist of travel services. 



	 	(ii)	 In August 2019, unsecured convertible debentures were issued by the Company to certain shareholders. As part of
the IPO in September 2020, an amount of $30,180 in principal amount and accrued interest on the unsecured convertible debentures was converted into Class A common shares of the Company, and the remaining balance was repaid with the cash
proceeds of the IPO. 


  

	14	 Determination of fair values 



Certain of the Company’s accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes using the following methods. 

Financial assets and financial liabilities 

In establishing fair value, the Company uses a fair value hierarchy based on levels as defined below: 

 

	 	•	 	 Level 1: defined as observable inputs such as quoted prices in active markets. 



 

	 	•	 	 Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly
observable. 


  

	 	•	 	 Level 3: defined as inputs that are based on little or no observable market data, therefore requiring
entities to develop their own assumptions. 


 The Company has determined that the carrying amounts of its current financial
assets and financial liabilities approximate their fair value given the short-term nature of these instruments. 
 The fair value of the
variable interest rate non-current liabilities approximates the carrying amount as the liabilities bear interest at a rate that varies according to the market rate. 

As at June 30, 2021 and December 31, 2020, financial instruments measured at fair value in the condensed interim consolidated
statements of financial position were as follows: 

  
 16 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 June 30, 2021 and 2020 

 
  

(in thousands of US dollars, except for per share amounts) 
  

													
	 	  	Notes
	  	Fair
value
hierarchy	  	June 30,
2021
$	 	  	December 31,
2020
$	 
	 Advances to a third party independent sales organization
	  	6	  	Level 3	  	 	34,543	 	  	 	46,680	 
	 Loan Payment Pro (“LPP”) put option liability
	  		  	Level 3	  	 	1,036	 	  	 	1,036	 
	 Investments
	  		  	Level 3	  	 	1,148	 	  	 	1,148	 
	 Investments
	  		  	Level 1	  	 	1,168	 	  	 	1,093	 
	 Base contingent consideration
	  	4	  	Level 3	  	 	3,004	 	  	 	—  	 

 The following table presents the changes in level 3 items for the six months ended June 30, 2021: 

 

																	
	 	  	Advances to a
third party
independent
sales
organization
$	 	  	LPP put
option
liability
$	 	  	Investments
$	 	  	Base
contingent
consideration
$	 
	 Balance at January 1, 2021
	  	 	46,680	 	  	 	1,036	 	  	 	1,148	 	  	 	—  	 
	 Business combination
	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	3,004	 
	 Merchant residuals received, net of interest on advances to third parties
	  	 	(4,239	) 	  	 	—  	 	  	 	—  	 	  	 	—  	 
	 Settlement of advances to a third party
	  	 	(7,989	) 	  	 	—  	 	  	 	—  	 	  	 	—  	 
	 Fair value true-up
	  	 	91	 	  	 	—  	 	  	 	—  	 	  	 	—  	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Balance at June 30, 2021
	  	 	34,543	 	  	 	1,036	 	  	 	1,148	 	  	 	3,004	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 Below are the assumptions and valuation methods used in the level 3 fair value measurements: 

 

	 	•	 	 the fair value of the advances to a third party independent sales organization was determined by
calculating the present value of the future estimated cash flows over the term of the agreements. There has been no material change to the assumptions used as at December 31, 2020. 



 

	 	•	 	 the fair value assumptions for the LPP put option liability is determined using the Black-Scholes method; the
main assumption is the fair value of the units in LPP which is determined to be $13,128 as at June 30, 2021; and 


  

	 	•	 	 the fair value of Base contingent consideration is determined using the calculation in the purchase agreement.
The main assumption is the forecast of expected future cashflows. Changes made to the initial purchase price allocation to reflect facts and circumstances that existed at the acquisition date are disclosed in note 4. 



  
 17 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 June 30, 2021 and 2020 

 
  

(in thousands of US dollars, except for per share amounts) 
  

	15	 Share-based payment arrangements 



The Omnibus Incentive Plan permits the Board of Directors to grant awards of options, RSUs, PSUs and Deferred Share Units (“DSUs”) to
eligible participants. 
 During the six months ended June 30, 2021, the Company awarded 142,500 RSUs and 3,194 DSUs. RSUs and DSUs will
be settled by the issuance of shares at the exercise date. 
 The table below summarizes the changes in the outstanding stock options for the
six months ended June 30, 2021: 
  

									
	 	  	Number
of options	 	  	Weighted
average
exercise
price
$	 
	 Outstanding, beginning of period
	  	 	6,970,505	 	  	 	16.59	 
	 Forfeited
	  	 	(162,605	) 	  	 	26.52	 
	 Granted
	  	 	300,637	 	  	 	60.79	 
	 Exercised
	  	 	(935,129	) 	  	 	4.24	 
		  	  
	  
	 	  	  
	  
	 
	 Outstanding, end of period
	  	 	6,173,408	 	  	 	20.35	 
		  	  
	  
	 	  	  
	  
	 
	 Options exercisable, end of period
	  	 	2,272,789	 	  	 	3.95	 
		  	  
	  
	 	  	  
	  
	 

 The weighted average grant date fair value of the stock options granted during the six months ended
June 30, 2021 was $15.60. Fair value was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: 

 

					
	 Share price
	  	$	60.79	 
	 Exercise price
	  	$	60.79	 
	 Risk-free interest rate
	  	 	0.81	% 
	 Expected volatility
	  	 	32.1	% 
	 Dividend yield
	  	 	—  	 
	 Expected term
	  	 	4.0 years 	 

 During the six months ended June 30, 2021, 214,286 stock options and 141,122 PSUs awarded included
performance conditions and the right to these units will vest upon meeting the related performance criteria. The market condition associated with the PSUs was considered using a Monte Carlo simulation to estimate the Company’s potential future
share price. 

  
 18 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 June 30, 2021 and 2020 

 
  

(in thousands of US dollars, except for per share amounts) 
  

	16	 Supplementary cash flow disclosure 



 

									
	 	  	Six months
ended June 30,	 
	 	  	2021	 	  	2020	 
	 	  	$	 	  	$	 
	 Changes in non-cash working capital items:
	  				  			
	 Trade and other receivables
	  	 	(270	) 	  	 	2,083	 
	 Inventory
	  	 	(264	) 	  	 	146	 
	 Prepaid expenses
	  	 	(418	) 	  	 	(945	) 
	 Contract assets
	  	 	(812	) 	  	 	(1,015	) 
	 Trade and other payables
	  	 	17,337	 	  	 	1,036	 
	 Other current and non-current liabilities
	  	 	(1,308	) 	  	 	(7,443	) 
		  	  
	  
	 	  	  
	  
	 
		  	 	14,265	 	  	 	(6,138	) 
		  	  
	  
	 	  	  
	  
	 

  

	17	 Contingencies 



From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. Management does not
expect that the resolution of those matters, either individually or in the aggregate, will have a material effect on the Company’s condensed interim consolidated financial statements. 

 

	18	 Subsequent event 



On August 3, 2021, the Company acquired Mazooma Technical Services Inc., a North American payments provider with instant bank-to-bank payments for pay-ins and payouts and real time payments for accelerated withdrawals. The initial consideration for this
acquisition totalled $59,360 thousands Canadian dollars of which $44,987 thousands Canadian dollars ($36,041) was paid in cash and the remaining paid with the issuance of 138,522 Subordinate Voting Shares to the sellers. The acquisition also
includes contingent consideration of up to a total maximum consideration, including the initial consideration, of $400,000 thousands Canadian dollars ($320,456). The contingent consideration is subject to meeting certain performance metrics over a
three-year period. 

  
 19