EX-4.6





 Exhibit 4.6 

Nuvei Corporation 

Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 For the three
months ended March 31, 2021 and 2020 
 (in thousands of US dollars) 












 Nuvei Corporation 

Consolidated Statements of Financial Position 
 (Unaudited) 

 
 (in thousands of US dollars) 

 

													
	 	  	Notes	 	  	 March 31,
2021

$
	 	  	 December 31,
2020

$
	 
	 Assets
	  				  				  			
	 Current assets
	  				  				  			
	 Cash
	  				  	 	144,464	 	  	 	180,722	 
	 Trade and other receivables
	  	 	5	 	  	 	42,546	 	  	 	32,055	 
	 Inventory
	  				  	 	110	 	  	 	80	 
	 Prepaid expenses
	  				  	 	5,214	 	  	 	4,727	 
	 Income taxes receivable
	  				  	 	6,401	 	  	 	6,690	 
	 Current portion of advances to third parties
	  	 	6	 	  	 	8,302	 	  	 	8,520	 
	 Current portion of contract assets
	  				  	 	1,858	 	  	 	1,587	 
		  				  	  
	  
	 	  	  
	  
	 
	 Total current assets before segregated funds
	  				  	 	208,895	 	  	 	234,381	 
	 Segregated funds
	  				  	 	540,018	 	  	 	443,394	 
		  				  	  
	  
	 	  	  
	  
	 
	 Total current assets
	  				  	 	748,913	 	  	 	677,775	 
	 Non-current assets
	  				  				  			
	 Advances to third parties
	  	 	6	 	  	 	36,690	 	  	 	38,478	 
	 Property and equipment
	  				  	 	15,721	 	  	 	16,537	 
	 Intangible assets
	  	 	4	 	  	 	561,115	 	  	 	524,232	 
	 Goodwill
	  	 	4	 	  	 	995,935	 	  	 	969,820	 
	 Deferred tax assets
	  				  	 	5,457	 	  	 	3,785	 
	 Contract assets
	  				  	 	923	 	  	 	1,300	 
	 Processor deposits
	  				  	 	14,804	 	  	 	13,898	 
	 Other non-current assets
	  				  	 	1,902	 	  	 	1,944	 
		  				  	  
	  
	 	  	  
	  
	 
	 Total Assets
	  				  	 	2,381,460	 	  	 	2,247,769	 
		  				  	  
	  
	 	  	  
	  
	 


  
 2 













 Nuvei Corporation 

Consolidated Statements of Financial Position 
 (Unaudited) 

 
 (in thousands of US dollars) 

 

													
	 	  	Notes	 	  	 March 31,
2021

$
	 	 	 December 31,
2020

$
	 
	 Liabilities
	  				  				 			
	 Current liabilities
	  				  				 			
	 Trade and other payables
	  	 	7	 	  	 	69,964	 	 	 	64,779	 
	 Income taxes payable
	  				  	 	13,564	 	 	 	7,558	 
	 Current portion of loans and borrowings
	  				  	 	2,274	 	 	 	2,527	 
	 Other current liabilities
	  				  	 	8,098	 	 	 	7,132	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total current liabilities before due to merchants
	  				  	 	93,900	 	 	 	81,996	 
	 Due to merchants
	  				  	 	540,018	 	 	 	443,394	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total current liabilities
	  				  	 	633,918	 	 	 	525,390	 
	 Non-current liabilities
	  				  				 			
	 Loans and borrowings
	  				  	 	212,602	 	 	 	212,726	 
	 Deferred tax liabilities
	  				  	 	47,296	 	 	 	50,105	 
	 Other non-current liabilities
	  				  	 	11,731	 	 	 	1,659	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total Liabilities
	  				  	 	905,547	 	 	 	789,880	 
		  				  	  
	  
	 	 	  
	  
	 
	 Equity
	  				  				 			
	 Equity attributable to shareholders
	  				  				 			
	 Share capital
	  	 	8	 	  	 	1,628,244	 	 	 	1,625,785	 
	 Contributed surplus
	  				  	 	14,790	 	 	 	11,966	 
	 Deficit
	  				  	 	(184,228	) 	 	 	(211,042	) 
	 Accumulated other comprehensive income
	  				  	 	7,621	 	 	 	22,470	 
		  				  	  
	  
	 	 	  
	  
	 
		  				  	 	1,466,427	 	 	 	1,449,179	 
	 Non-controlling interest
	  				  	 	9,486	 	 	 	8,710	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total Equity
	  				  	 	1,475,913	 	 	 	1,457,889	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total Liabilities and Equity
	  				  	 	2,381,460	 	 	 	2,247,769	 
		  				  	  
	  
	 	 	  
	  
	 
	 Contingencies
	  	 	16	 	  				 			

 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 months ended March 31 

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

											
	 	  	Notes	  	 2021

$
	 	 	 2020

$
	 
	 Revenue
	  	9	  	 	149,895	 	 	 	83,239	 
	 Cost of revenue
	  	9	  	 	28,979	 	 	 	15,168	 
		  		  	  
	  
	 	 	  
	  
	 
	 Gross profit
	  		  	 	120,916	 	 	 	68,071	 
	 Selling, general and administrative expenses
	  	9	  	 	86,056	 	 	 	54,866	 
		  		  	  
	  
	 	 	  
	  
	 
	 Operating profit
	  		  	 	34,860	 	 	 	13,205	 
		  		  	  
	  
	 	 	  
	  
	 
	 Finance income
	  	10	  	 	(859	) 	 	 	(1,346	) 
	 Finance costs
	  	10	  	 	3,315	 	 	 	31,259	 
		  		  	  
	  
	 	 	  
	  
	 
	 Net finance costs
	  		  	 	2,456	 	 	 	29,913	 
		  		  	  
	  
	 	 	  
	  
	 
	 Loss (gain) on foreign currency exchange
	  		  	 	(445	) 	 	 	45,719	 
		  		  	  
	  
	 	 	  
	  
	 
	 Income (loss) before income tax
	  		  	 	32,849	 	 	 	(62,427	) 
	 Income tax expense (recovery)
	  		  	 	5,059	 	 	 	(84	) 
		  		  	  
	  
	 	 	  
	  
	 
	 Net income (loss)
	  		  	 	27,790	 	 	 	(62,343	) 
	 Other comprehensive income (loss)
	  		  				 			
	 Items that may be reclassified subsequently to profit or loss
	  		  				 			
	 Foreign operations – foreign currency translation differences
	  		  	 	(14,849	) 	 	 	39,667	 
		  		  	  
	  
	 	 	  
	  
	 
	 Comprehensive income (loss)
	  		  	 	12,941	 	 	 	(22,676	) 
		  		  	  
	  
	 	 	  
	  
	 
	 Net income (loss) attributable to:
	  		  				 			
	 Common shareholders of the Company
	  		  	 	26,814	 	 	 	(62,593	) 
	 Non-controlling interest
	  		  	 	976	 	 	 	250	 
		  		  	  
	  
	 	 	  
	  
	 
		  		  	 	27,790	 	 	 	(62,343	) 
		  		  	  
	  
	 	 	  
	  
	 
	 Comprehensive income (loss) attributable to
	  		  				 			
	 Common shareholders of the Company
	  		  	 	11,965	 	 	 	(22,926	) 
	 Non-controlling interest
	  		  	 	976	 	 	 	250	 
		  		  	  
	  
	 	 	  
	  
	 
		  		  	 	12,941	 	 	 	(22,676	) 
		  		  	  
	  
	 	 	  
	  
	 
	 Net income (loss) per share
	  	11	  				 			
	 Net income (loss) per share attributable to common shareholders of the Company
	  		  				 			
	 Basic
	  		  	 	0.19	 	 	 	(0.74	) 
	 Diluted
	  		  	 	0.19	 	 	 	(0.74	) 
	 Weighted average number of common shares outstanding
	  		  				 			
	 Basic
	  		  	 	138,201,970	 	 	 	84,604,769	 
	 Diluted
	  		  	 	142,741,312	 	 	 	84,604,769	 

 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 three months ended March 31 
  

(in thousands of US dollars) 
  

													
	 	  	Notes	 	  	 2021

$
	 	 	 2020

$
	 
	 Cash flows from (used in) operating activities
	  				  				 			
	 Net income (loss)
	  				  	 	27,790	 	 	 	(62,343	) 
	 Adjustments for:
	  				  				 			
	 Depreciation of property and equipment
	  				  	 	1,350	 	 	 	1,841	 
	 Amortization of intangible assets
	  				  	 	19,648	 	 	 	15,472	 
	 Amortization of contract assets
	  				  	 	487	 	 	 	525	 
	 Share-based payments
	  				  	 	4,105	 	 	 	333	 
	 Net finance costs
	  	 	10	 	  	 	2,456	 	 	 	29,913	 
	 Loss (gain) on foreign currency exchange
	  				  	 	(445	) 	 	 	45,719	 
	 Income tax expense (recovery)
	  				  	 	5,059	 	 	 	(84	) 
	 Changes in non-cash working capital items
	  	 	15	 	  	 	(3,198	) 	 	 	(15,631	) 
	 Interest paid
	  				  	 	(2,836	) 	 	 	(16,299	) 
	 Income taxes paid
	  				  	 	(1,013	) 	 	 	(12	) 
		  				  	  
	  
	 	 	  
	  
	 
		  				  	 	53,403	 	 	 	(566	) 
		  				  	  
	  
	 	 	  
	  
	 
	 Cash flows used in investing activities
	  				  				 			
	 Business acquisitions, net of cash acquired
	  	 	4	 	  	 	(88,930	) 	 	 	—  	 
	 Decrease in other non-current assets
	  				  	 	522	 	 	 	181	 
	 Net decrease (increase) in advances to third parties
	  	 	6	 	  	 	2,865	 	 	 	(1,734	) 
	 Acquisition of property and equipment
	  				  	 	(593	) 	 	 	(978	) 
	 Acquisition of intangible assets
	  				  	 	(4,145	) 	 	 	(3,034	) 
		  				  	  
	  
	 	 	  
	  
	 
		  				  	 	(90,281	) 	 	 	(5,565	) 
		  				  	  
	  
	 	 	  
	  
	 
	 Cash flows from financing activities
	  				  				 			
	 Transaction costs related to loans and borrowings
	  				  	 	—  	 	 	 	(20	) 
	 Proceeds from exercise of stock options
	  	 	8	 	  	 	1,178	 	 	 	—  	 
	 Proceeds from loans and borrowings
	  				  	 	—  	 	 	 	56,999	 
	 Repayment of loans and borrowings
	  				  	 	—  	 	 	 	(34,185	) 
	 Payment of lease liabilities
	  				  	 	(642	) 	 	 	(631	) 
	 Dividend paid by subsidiary to non-controlling
interest
	  				  	 	(200	) 	 	 	(200	) 
		  				  	  
	  
	 	 	  
	  
	 
		  				  	 	336	 	 	 	21,963	 
		  				  	  
	  
	 	 	  
	  
	 
	 Effect of movements in exchange rates on cash
	  				  	 	284	 	 	 	(401	) 
		  				  	  
	  
	 	 	  
	  
	 
	 Net increase (decrease) in cash
	  				  	 	(36,258	) 	 	 	15,431	 
	 Cash – Beginning of period
	  				  	 	180,722	 	 	 	60,072	 
		  				  	  
	  
	 	 	  
	  
	 
	 Cash – End of period
	  				  	 	144,464	 	 	 	75,503	 
		  				  	  
	  
	 	 	  
	  
	 

 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 three months ended March 31 
  

(in thousands of US dollars) 
  

																													
	 	  	 	 	  	Attributable to shareholders of the Company	 	 	 	 	 	 	 
	 	  	Note	 	  	 Share
capital

$
	 	  	 Contributed
surplus

$
	 	 	 Deficit

$
	 	 	 Accumulated
other compre-
hensive
income (loss)

$
	 	 	 Non-control-
ling
interest

$
	 	 	 Total
equity

$
	 
	 Balance as at January 1, 2020
	  				  	 	450,523	 	  	 	1,603	 	 	 	(104,812	) 	 	 	(10,385	) 	 	 	7,090	 	 	 	344,019	 
	 Contributions and distributions
	  				  				  				 				 				 				 			
	 Equity-settled share-based payments
	  				  	 	—  	 	  	 	333	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	333	 
	 Dividend paid by subsidiary to non-controlling
interest
	  				  	 	—  	 	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(200	) 	 	 	(200	) 
	 Net income (loss) and comprehensive income (loss)
	  				  	 	—  	 	  	 	—  	 	 	 	(62,593	) 	 	 	39,667	 	 	 	250	 	 	 	(22,676	) 
		  				  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Balance as at March 31, 2020
	  				  	 	450,523	 	  	 	1,936	 	 	 	(167,405	) 	 	 	29,282	 	 	 	7,140	 	 	 	321,476	 
		  				  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 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
	  	 	8, 14	 	  	 	2,459	 	  	 	(1,281	) 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	1,178	 
	 Equity-settled share-based payments
	  				  	 	—  	 	  	 	4,105	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	4,105	 
	 Dividend paid by subsidiary to non-controlling
interest
	  				  	 	—  	 	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(200	) 	 	 	(200	) 
	 Net income (loss) and comprehensive income (loss)
	  				  	 	—  	 	  	 	—  	 	 	 	26,814	 	 	 	(14,849	) 	 	 	976	 	 	 	12,941	 
		  				  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Balance as at March 31, 2021
	  				  	 	1,628,244	 	  	 	14,790	 	 	 	(184,228	) 	 	 	7,621	 	 	 	9,486	 	 	 	1,475,913	 
		  				  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 

 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) 
 March 31, 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 March 31, 2020, a foreign currency exchange loss of $46,510 included in net finance costs and a foreign exchange gain of $791 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 May 7,
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) 
 March 31, 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. 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 months ended March 31, 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.

  

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



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) 
 March 31, 2021 and 2020 

 
  

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

	4	 Business acquisition 



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 $96,678 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 $7,004 whose payment is contingent upon meeting certain performance metrics. The following table summarizes the preliminary amounts of assets acquired and liabilities assumed at the acquisition date: 

 

					
	 	  	 Fair value

$
	 
	 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)
	  	 	35,199	 
		  	  
	  
	 
		  	 	224,181	 
	 Liabilities assumed
	  			
	 Trade and other payables
	  	 	(5,364	) 
	 Due to merchants
	  	 	(122,139	) 
		  	  
	  
	 
		  	 	96,678	 
		  	  
	  
	 
	 Total consideration
	  			
	 Cash paid
	  	 	89,674	 
	 Contingent consideration
	  	 	7,004	 
		  	  
	  
	 
		  	 	96,678	 
		  	  
	  
	 

 To finance the cash consideration noted above, on December 31, 2020, the Company also 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. 

  
 9 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 March 31, 2021 and 2020 

 
  

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

Base contributed revenues of $14,693 to the Company for the period from the acquisition date to March 31, 2021. Acquisition costs of $243
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 period ended March 31, 2021. 

 

	5	 Trade and other receivables 



 

									
	 	  	 March 31,
2021

$
	 	  	 December 31,
2020

$
	 
	 Trade receivables
	  	 	38,854	 	  	 	26,657	 
	 Investment tax credits
	  	 	679	 	  	 	805	 
	 Other receivables
	  	 	3,013	 	  	 	4,593	 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	42,546	 	  	 	32,055	 
		  	  
	  
	 	  	  
	  
	 

  

	6	 Advances to third parties 



Advances to third parties comprise the following: 
  

									
	 	  	 March 31,
2021

$
	 	  	 December 31,
2020

$
	 
	 Advances to a third party independent sales organization
	  	 	44,759	 	  	 	46,680	 
	 Other
	  	 	233	 	  	 	318	 
		  	  
	  
	 	  	  
	  
	 
		  	 	44,992	 	  	 	46,998	 
	 Current portion
	  	 	(8,302	) 	  	 	(8,520	) 
		  	  
	  
	 	  	  
	  
	 
	 Long-term portion
	  	 	36,690	 	  	 	38,478	 
		  	  
	  
	 	  	  
	  
	 

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

 

					
	 	  	 Three months ended
March 31,
2021

$
	 
	 Balance, beginning of period
	  	 	46,680	 
	 Interest on advances to third parties
	  	 	859	 
	 Merchant residuals received
	  	 	(2,780	) 
		  	  
	  
	 
	 Balance, end period
	  	 	44,759	 
		  	  
	  
	 


  
 10 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 March 31, 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: 
  

									
	 	  	 March 31,
2021

$
	 	  	 December 31,
2020

$
	 
	 Trade payables
	  	 	25,051	 	  	 	20,307	 
	 Accrued bonuses and other compensation-related liabilities
	  	 	12,954	 	  	 	13,541	 
	 Sales tax
	  	 	5,651	 	  	 	6,073	 
	 Interest payable
	  	 	1,290	 	  	 	1,212	 
	 Due to processors
	  	 	4,359	 	  	 	3,644	 
	 Due to merchants not related to segregated funds
	  	 	15,175	 	  	 	14,823	 
	 Other accrued liabilities
	  	 	5,484	 	  	 	5,179	 
		  	  
	  
	 	  	  
	  
	 
		  	 	69,964	 	  	 	64,779	 
		  	  
	  
	 	  	  
	  
	 

  

	8	 Share capital 



The Company issued 304,799 Subordinate Voting Shares for a cash consideration of $1,178 during the three months ended March 31, 2021
following the exercise of stock options. 
 There were 9,519,388 Multiple Voting Shares converted to Subordinate Voting Shares during the
three months ended March 31, 2021 as a result of a bought deal secondary offering. 
 There was 82,728,420 Multiple Voting Shares and
55,748,824 Subordinate Voting Shares as at March 31, 2021. 

  
 11 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 March 31, 2021 and 2020 

 
  

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

	9	 Revenue and expenses by nature 



 

									
	 	  	Three months ended March 31,	 
	 	  	 2021

$
	 	  	 2020

$
	 
	 Revenue
	  				  			
	 Merchant transaction and processing services revenue
	  	 	147,704	 	  	 	80,600	 
	 Other revenue
	  	 	2,191	 	  	 	2,639	 
		  	  
	  
	 	  	  
	  
	 
		  	 	149,895	 	  	 	83,239	 
		  	  
	  
	 	  	  
	  
	 
	 Cost of revenue
	  				  			
	 Processing cost
	  	 	27,971	 	  	 	13,456	 
	 Cost of goods sold
	  	 	1,008	 	  	 	1,712	 
		  	  
	  
	 	  	  
	  
	 
		  	 	28,979	 	  	 	15,168	 
		  	  
	  
	 	  	  
	  
	 
	 Selling, general and administrative expenses
	  				  			
	 Commissions
	  	 	26,573	 	  	 	16,413	 
	 Depreciation and amortization
	  	 	20,998	 	  	 	17,313	 
	 Employee compensation
	  	 	21,023	 	  	 	14,154	 
	 Professional fees
	  	 	6,920	 	  	 	1,793	 
	 Share-based payments
	  	 	4,105	 	  	 	333	 
	 Transaction losses
	  	 	1,819	 	  	 	470	 
	 Other
	  	 	4,618	 	  	 	4,390	 
		  	  
	  
	 	  	  
	  
	 
		  	 	86,056	 	  	 	54,866	 
		  	  
	  
	 	  	  
	  
	 

  

	10	 Net finance costs 



 

									
	 	  	Three months ended March 31,	 
	 	  	 2021

$
	 	  	 2020

$
	 
	 Finance income
	  				  			
	 Interest on advances to third parties
	  	 	(859	) 	  	 	(1,346	) 
		  	  
	  
	 	  	  
	  
	 
	 Finance costs
	  				  			
	 Interest on loans and borrowings (excluding lease liabilities)
	  	 	3,170	 	  	 	15,481	 
	 Change in redemption amount of liability-classified Class A common shares
	  	 	—  	 	  	 	10,631	 
	 Change in redemption amount of subsidiary’s preferred shares
	  	 	—  	 	  	 	1,005	 
	 Interest on unsecured debentures
	  	 	—  	 	  	 	4,110	 
	 Interest expense on lease liabilities
	  	 	106	 	  	 	30	 
	 Other interest expense
	  	 	39	 	  	 	2	 
		  	  
	  
	 	  	  
	  
	 
		  	 	3,315	 	  	 	31,259	 
		  	  
	  
	 	  	  
	  
	 
	 Net finance costs
	  	 	2,456	 	  	 	29,913	 
		  	  
	  
	 	  	  
	  
	 


  
 12 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 March 31, 2021 and 2020 

 
  

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

	11	 Net income (loss) per share 



Previous 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 and Performance Share Units (“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 ended
March 31, 2021, anti-dilutive stock options were excluded from the calculation of diluted net income per share. As a result of net loss incurred for the three months ended March 31, 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 March 31,	 
	 	  	 2021

$
	 	  	 2020

$
	 
	 Net income (loss) attributable to common shareholders of the Company
(basic and diluted)
	  	 	26,814	 	  	 	(62,593	) 
	 Weighted average number of common shares outstanding – basic*
	  	 	138,201,970	 	  	 	84,604,769	 
	 Effect of dilutive securities
	  	 	4,539,342	 	  	 	—  	 
	 Weighted average number of common shares outstanding – diluted*
	  	 	142,741,312	 	  	 	84,604,769	 
	 Net income (loss) per share attributable to common shareholders of the Company
(basic)
	  	 	0.19	 	  	 	(0.74	) 
	 Net income (loss) per share attributable to common shareholders of the Company
(diluted)
	  	 	0.19	 	  	 	(0.74	) 

  

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


  

	12	 Related party transactions 



Transactions with key management personnel 

Key management personnel compensation comprises the following: 
  

									
	 	  	Three months ended March 31,	 
	 	  	 2021

$
	 	  	 2020

$
	 
	 Salaries and short-term employee benefits
	  	 	1,367	 	  	 	1,040	 
	 Share-based payments
	  	 	1,451	 	  	 	225	 
		  	  
	  
	 	  	  
	  
	 
		  	 	2,818	 	  	 	1,265	 
		  	  
	  
	 	  	  
	  
	 


  
 13 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 March 31, 2021 and 2020 

 
  

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

Other related party transactions 
  

													
	 	  	 	 	  	Transaction value	 
	 	  	 	 	  	Three months ended March 31,	 
	 	  	 	 	  	 2021

$
	 	  	 2020

$
	 
	 Expenses – Travel
	  	 	(i)	 	  	 	—  	 	  	 	479	 
	 Unsecured convertible debentures due to shareholders
	  	 	(ii)	 	  	 	—  	 	  	 	4,110	 
		  				  	  
	  
	 	  	  
	  
	 
		  				  	 	—  	 	  	 	4,589	 
		  				  	  
	  
	 	  	  
	  
	 

  

	 	(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. 


  

	13	 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. 

  
 14 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 March 31, 2021 and 2020 

 
  

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

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

													
	 	  	Note
	  	Fair value
hierarchy
	  	March 31,
2021
$	 	  	December 31,
2020
$	 
	 Advances to a third party independent sales organization
	  	6	  	Level 3	  	 	44,759	 	  	 	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	  	 	1,058	 	  	 	1,093	 
	 Base contingent consideration
	  	4	  	Level 3	  	 	7,004	 	  	 	—  	 

 The following table presents the changes in level 3 items for the period ended March 31, 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
	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	7,004	 
	 Merchant residuals received, net of interest on advances to third parties
	  	 	(1,921	) 	  	 	—  	 	  	 	—  	 	  	 	—  	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Balance at March 31, 2021
	  	 	44,759	 	  	 	1,036	 	  	 	1,148	 	  	 	7,004	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 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 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 $9,846 as at March 31, 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. 



  
 15 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 March 31, 2021 and 2020 

 
  

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

	14	 Share-based payment arrangements 



The Omnibus Incentive Plan permits the Board of Directors to grant awards of options, Restricted Share Units, PSUs and Deferred Share Units
(“DSUs”) to eligible participants. 
 During the three months ended March 31, 2021, the Company awarded 1,346 DSUs and 141,122
PSUs. PSUs will be settled by the issuance of shares at the exercise date. The rights to these units will vest upon meeting the related performance criteria. 

The table below summarizes the changes in the outstanding stock options for the three months ended March 31, 2021: 

 

									
	 	  	Number
of options	 	  	 Weighted
average
exercise
price

$
	 
	 Outstanding, beginning of period
	  	 	6,970,505	 	  	 	16.59	 
	 Forfeited
	  	 	(94,346	) 	  	 	26.00	 
	 Granted
	  	 	214,286	 	  	 	57.50	 
	 Exercised
	  	 	(304,799	) 	  	 	3.87	 
		  	  
	  
	 	  	  
	  
	 
	 Outstanding, end of period
	  	 	6,785,646	 	  	 	18.33	 
		  	  
	  
	 	  	  
	  
	 
	 Options exercisable, end of period
	  	 	2,899,273	 	  	 	4.02	 
		  	  
	  
	 	  	  
	  
	 

 The weighted average grant date fair value of the stock options issued during the three months ended
March 31, 2021 was $14.36. Fair value was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: 
  

					
	 Share price
	  	$	57.50	 
	 Exercise price
	  	$	57.50	 
	 Risk-free interest rate
	  	 	0.82	% 
	 Expected volatility
	  	 	32.5	% 
	 Dividend yield
	  	 	—  	 
	 Expected term
	  	 	3.5 years	 


  
 16 













 Nuvei Corporation 

Notes to Condensed Interim Consolidated Financial Statements 

(Unaudited) 
 March 31, 2021 and 2020 

 
  

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

	15	 Supplementary cash flow disclosure 



 

									
	 	  	Three months ended March 31,	 
	 	  	 2021

$
	 	  	 2020

$
	 
	 Changes in non-cash working capital items:
	  				  			
	 Trade and other receivables
	  	 	(2,010	) 	  	 	(945	) 
	 Inventory
	  	 	(30	) 	  	 	178	 
	 Prepaid expenses
	  	 	(446	) 	  	 	(752	) 
	 Contract assets
	  	 	(364	) 	  	 	(664	) 
	 Trade and other payables
	  	 	(323	) 	  	 	(7,572	) 
	 Other current and non-current liabilities
	  	 	(25	) 	  	 	(5,876	) 
		  	  
	  
	 	  	  
	  
	 
		  	 	(3,198	) 	  	 	(15,631	) 
		  	  
	  
	 	  	  
	  
	 

  

	16	 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 upon the Company’s condensed interim consolidated financial statements. 

 

	17	 Subsequent events 



On April 16, 2021, the Company announced it had entered into a definitive agreement to acquire Mazooma Technical Services Inc., a leading account-to-account payments provider to the U.S. online gaming and sports betting market, for approximately $56,000 plus additional consideration subject to the achievement of
specific performance criteria of up to a total maximum consideration of approximately $315,000. Approximately 24% of the consideration is expected to be paid via the issuance of Subordinate Voting Shares with the remainder to be paid in cash. The
transaction is subject to the prior approval of the TSX as well as customary closing conditions. 
 On May 6, 2021, the Company
announced it had entered into a definitive agreement to acquire SimplexCC Ltd., a payment solution provider to the cryptocurrency industry, for approximately $250,000 to be paid in cash. The transaction is subject to customary closing conditions,
including regulator approval. 

  
 17