EX-4.7





 Exhibit 4.7 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2021

 As used in this management’s discussion and analysis of financial condition and results of operations (“MD&A”),
unless the context indicates or requires otherwise, all references to the “Company”, “Nuvei”, “we”, “us” or “our” refer to Nuvei Corporation together with our subsidiaries, on a consolidated basis.

 This MD&A dated May 7, 2021, should be read in conjunction with the Company’s unaudited condensed interim
consolidated financial statements, along with the related notes thereto for the three months ended March 31, 2021 (the “Interim Financial Statements”). The financial information presented in this MD&A is derived from the Interim
Financial Statements which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts are in U.S. dollars except
where otherwise indicated. Additionally, tables included in this MD&A are presented in thousands of U.S. dollars, unless otherwise indicated. This MD&A is presented as of the date of the Interim Finncial Statements and is current to that
date unless otherwise stated. 
 Forward-Looking Information 

This MD&A contains “forward-looking information” within the meaning of applicable securities laws, including Nuvei’s outlook
on total volume, revenue and Adjusted EBITDA for the three months ending June 30, 2021 and the year ending December 31, 2021. Nuvei’s outlook on revenue and Adjusted EBITDA also constitutes “financial outlook” within the
meaning of applicable securities laws and is provided for the purposes of assisting the reader in understanding the Company’s financial performance and measuring progress toward management’s objectives and the reader is cautioned that it
may not be appropriate for other purposes. Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are
disclosed in or implied by such forward-looking information. These risks and uncertainties include but are not limited to those described under the “Risks Factors” section of the Company’s annual information form filed on
March 17, 2021 (the “AIF”). Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. Particularly, management’s assessments of, and outlook for, total
volume, revenue and Adjusted EBITDA set out herein are generally based on the following assumptions: (a) Nuvei’s results of operations will continue as expected, (b) the Company will continue to effectively execute against its key
strategic growth priorities, despite the current COVID-19 pandemic and measures taken to contain the virus, (c) the Company will continue to retain and grow its existing customer base while adding new
customers, (d) the Company will not complete any acquisitions or divestitures (e) economic conditions will remain relatively stable throughout the period, (f) the industries Nuvei operates in will continue to grow consistent with past
experience, (g) there will be no fluctuations in currency exchange rates and volatility in financial markets, (h) there will be no changes in legislative or regulatory matters that negatively impact Nuvei’s business, and
(i) current tax laws will remain in effect and will not be materially changed. Although the forward-looking information contained in this MD&A is based upon what management believes are reasonable assumptions, you are cautioned against
placing undue reliance on this information since actual results may vary from the forward-looking information. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this MD&A is provided as of
the date of this MD&A, and the Company does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law. 

  
 1 













 Overview 

We are a global provider of payment technology solutions to merchants and partners in North America, Europe, Asia Pacific and Latin America. We
believe we are differentiated by our proprietary technology platform, which is purpose-built for high-growth mobile commerce and eCommerce markets. Our focus on technology, innovation and security enables us to design and develop solutions that are
tailored for these markets. Our solutions span the entire payments stack and include a fully integrated payments engine with global processing capabilities, a turnkey solution for frictionless checkout experiences and a broad suite of data-driven
business intelligence tools and risk management services. Through a single integration, we believe our technology platform makes it simple for merchants and partners to securely accept payments in over 200 markets worldwide with local acquiring in
44 markets and nearly 150 currencies, for their customers to transact using 470 alternative payment methods (“APMs”), and to provide pay-in and payout support for nearly 40 of the world’s
leading cryptocurrencies including Bitcoin, Ethereum, Bitcoin Cash, Litecoin, NEO and XRP. We leverage our deep industry expertise and thought leadership in mobile commerce and eCommerce payments to serve merchants of all sizes, from small-and-medium sized businesses (“SMBs”) to large enterprises, operating in some of the most complex verticals across multiple geographic markets. 

We are a single source provider of a comprehensive suite of payment solutions. Our solutions are designed to support the entire lifecycle of a
transaction across mobile or in-app, online (via application programming interface or multi-feature cashier), unattended and in-store channels while providing what we
believe is a superior payments experience. Our solutions include: 
  

	 	•	 	 End-to-end processing including
multi-currency authorization and settlement; 


  

	 	•	 	 Global gateway that is acquirer- and processor-agnostic; 



 

	 	•	 	 Turnkey checkout solution designed to increase sales conversions and simplify checkout for consumers;



  

	 	•	 	 Smart routing technology to maximize payment authorization rates; 



 

	 	•	 	 Localization capabilities allowing acceptance of nearly 150 currencies, nearly 40 cryptocurrencies and 470 APMs
and support of 30 languages (including multiple regional varieties of English); 


  

	 	•	 	 Pay-in and payout support for nearly 40 of the world’s leading
cryptocurrencies including Bitcoin, Ethereum, Bitcoin Cash, Litecoin, NEO and XRP; 


  

	 	•	 	 Dynamic currency management solutions; 



 

	 	•	 	 Risk and chargeback management and fraud prevention tools; 



 

	 	•	 	 Flexible and rapid merchant enrollment, underwriting and onboarding platform; 



 

	 	•	 	 Enhanced reconciliation tools that simplify merchants’ cash flow management; and 



 

	 	•	 	 Unified reporting regardless of payment type or geographic market. 



We sell and distribute our solutions globally through three primary channels: direct sales, indirect sales and strategic platform
integrations. Our approach to distribution is designed to enable us to efficiently market our payments and technology solutions at scale and is customized by both region and vertical to optimize sales. By relying on our local sales teams and
indirect partners who act as trusted technology providers to our merchants, we believe we are able to serve more merchants globally and grow with them as they grow their businesses and expand into new markets. 

Our revenue is primarily sales volume and transaction-based, generated from merchants’ daily sales and through various fees for
value-added services provided to our merchants. We also generate subscription revenue from our business intelligence tools, merchant dashboards and other technology solutions, for which we typically charge flat subscription fees monthly. Our revenue
is largely recurring in nature due to the mission-critical nature of our product and service offerings and deep integration of our payments technology into our merchants’ enterprise resource planning systems. Additionally, our model has
delivered rapid growth in mobile commerce and eCommerce revenue. We believe the depth and breadth of our payment capabilities help merchants establish and expand their presence in emerging commerce channels across many markets. This enables us to
develop long-standing relationships with our merchants, which in turn drive strong retention and significant cross-selling opportunities. 

  
 2 













 Acquisitions 

On January 1, 2021, Nuvei closed its previously announced acquisition of substantially all the assets and assumption of certain payables
of Base Commerce, LLC (“Base Commerce”). Management believes that the acquisition of Base Commerce further positions us as a leader in eCommerce payments by: 
  

	 	•	 	 expanding Nuvei’s product capabilities with a proprietary automated clearing house (“ACH”)
processing platform; 


  

	 	•	 	 further diversifying its acquiring portfolio; 



 

	 	•	 	 enhancing sponsor bank coverage; and 



 

	 	•	 	 enlarging the Company’s distribution network. 



On April 16, 2021, the Company announced it had entered into a definitive agreement to acquire Mazooma Technical Services Inc.
(“Mazooma”) for approximately $56 million plus additional consideration subject to the achievement of specific performance criteria (over a maximum 3-year period from the closing date) of up to
a total maximum consideration of approximately $315 million. Approximately 24% of the consideration is expected to be paid via the issuance of subordinate voting shares of the Company (the “Subordinate Voting Shares”) with the
remainder to be paid in cash. The transaction is subject to the prior approval of the Toronto Stock Exchange as well as customary closing conditions. Mazooma is a leading
account-to-account payments provider to the U.S. online gaming and sports betting market, and a registered vendor in 9 states, with permission in 12 states, who also
holds money transmitter licenses and exemptions in a total of 47 states. Management believes that the acquisition of Mazooma will further solidify its commitment to and presence in the U.S. online gaming and sports betting industry by: 

 

	 	•	 	 enhancing and expanding Nuvei’s portfolio of alternative payment methods with a leading ACH platform
developed and used exclusively for online gaming in the U.S.; and 


  

	 	•	 	 providing the necessary product functionality, vendor registration, compliance, and operational infrastructure to
address merchant’s requirements in any regulated U.S. state. 


 On May 6, 2021, the Company announced it had
entered into a definitive agreement to acquire SimplexCC Ltd. (“Simplex”) for approximately $250 million to be paid in cash. The transaction is subject to regulatory approval as well as customary closing conditions. Simplex is a
payment solution provider to the cryptocurrency industry connecting market participants including exchanges, brokers, wallet and liquidity providers. Simplex delivers the infrastructure for users to buy or sell cryptocurrencies (i.e. on-ramp/off-ramp capabilities) using credit and debit cards. Through its proprietary fraud and risk management tools, Simplex provides a
zero-chargeback guarantee to its customers, resulting in higher conversion rates. As a principal member of the Visa network, Simplex has permission to issue Visa cards, giving its consumers access to digital
currencies daily. Simplex processed approximately $500 million of total volume in 2020 and is expected to process more than $2.0 billion of total volume in 2021.Management believes that the acquisition of Simplex will: 

 

	 	•	 	 expand Nuvei’s capabilities by adding turnkey simplicity to the process of buying and selling cryptocurrency
and converting it back to fiat within a user account – ultimately reducing complexity for merchants and consumers 


  

	 	•	 	 allow Nuvei to offer bespoke anti-money laundering / know your customer solutions, transaction guarantee
solutions, and valued added services to 190 liquidity providers and partners; and 


  

	 	•	 	 provide Nuvei with an electronic money institution license to offer international bank account number accounts to
end users and merchants, which opens up potential opportunities like banking as a service. 


 Impact of
COVID-19 on our Operations 
 In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. In response, many governments, states, cities and other geographic regions implemented preventive or protective actions such as travel bans and restrictions, temporary closures of
businesses, quarantines or shelter-in-place orders or total lock-down 

  
 3 













 
orders. The pandemic has disrupted the economy and put unprecedented strains on the government health care systems, businesses and individuals around the world. 

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 participate. In response to the COVID-19 pandemic, we adopted a “people-first” approach,
prioritizing the health and safety of our employees and local communities and quickly deploying all employees to a “work from home” model. There were no employee layoffs or furloughs because of the
COVID-19 pandemic. We implemented our business continuity plan, which included merchant portfolio management (enhanced review and monitoring of merchants in affected industries; amended billing process from
monthly to daily) and supply chain management (outreach to ensure continuity of service or supply; negotiated discounts where applicable). The negative impact of the COVID-19 pandemic on our business and the
result disclosed in our Interim Financial Statements has been limited. 
 There continues to be uncertainty regarding the duration and
magnitude of the COVID-19 Pandemic and the ability to control resurgences worldwide, making it difficult to assess the future impact on our employees, partners, merchants, the end markets we serve and the
resulting effect on our business and operations, both in the short term and in the long term. 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; delays in vaccine rollout; the effectiveness of vaccines against the virus and its mutations; 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. Please refer to the section entitled “Risks Relating to Our Business and Industry – The ongoing COVID-19
pandemic, including the resulting global economic uncertainty and measures taken in response to the pandemic, could materially impact our business and future results of operations and financial condition” of our AIF, for additional detail on
how COVID-19 may impact our future results. 
 Non-IFRS Measures 

Nuvei’s Interim Financial Statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board.
The information presented in this MD&A includes non-IFRS financial measures, namely Adjusted EBITDA, Adjusted net income, Adjusted net income per basic share, and Adjusted net income per diluted share.
These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as
additional information to complement IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a
substitute for analysis of the Company’s financial information reported under IFRS. Adjusted EBITDA, Adjusted net income, Adjusted net income per basic share, and Adjusted net income per diluted share are used to provide investors with a
supplemental measure of the Company’s operating performance and thus highlight trends in Nuvei’s core business that may not otherwise be apparent when relying solely on IFRS measures. The Company’s management also believes that
securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Nuvei’s management also uses non-IFRS
measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. The Company’s management believes Adjusted
EBITDA, Adjusted net income, Adjusted net income per basic share and Adjusted net income per diluted share are important supplemental measures of Nuvei’s performance, primarily because they and similar measures are used widely among others in
the payment technology industry as a means of evaluating a company’s underlying operating performance. 

  
 4 













 Reconciliation of Adjusted EBITDA to net income (loss) 

Adjusted EBITDA is defined as net income (loss) before finance costs, finance income, depreciation and amortization, income taxes expense
(recovery), acquisition, integration and severance costs, share-based payments, loss (gain) on foreign currency exchange, and legal settlement costs and other. 

The following table reconciles Adjusted EBITDA to net income (loss) for the periods indicated: 

 

									
	 	  	Three months ended
March 31	 
	(In thousands of U.S. dollars)	  	2021	 	  	2020	 
	 	  	$	 	  	$	 
	 Net income (loss)
	  	 	27,790	 	  	 	(62,343	) 
	 Finance cost
	  	 	3,315	 	  	 	31,259	 
	 Finance income
	  	 	(859	) 	  	 	(1,346	) 
	 Depreciation and amortization
	  	 	20,998	 	  	 	17,313	 
	 Income tax expense (recovery)
	  	 	5,059	 	  	 	(84	) 
	 Acquisition, integration and severance costs
(a)
	  	 	5,340	 	  	 	1,670	 
	 Share-based payments (b)
	  	 	4,105	 	  	 	333	 
	 Loss (gain) on foreign currency exchange
	  	 	(445	) 	  	 	45,719	 
	 Legal settlement costs and other(c)
	  	 	159	 	  	 	766	 
		  	  
	  
	 	  	  
	  
	 
	 Adjusted EBITDA(d)
	  	 	65,462	 	  	 	33,287	 
	 Advance from third party—merchant residual received(e)
	  	 	2,728	 	  	 	2,948	 

  

	(a)	 These expenses relate to: 



 

	 	(i)	 professional, legal, consulting, accounting and other fees and expenses related to our acquisition activities
and financing activities during the period, which were $5.3 million for the three months ended March 31, 2021 (March 31, 2020 – $1.2 million). These costs are presented in the professional fees line item of selling, general
and administrative expenses. 



	 	(ii)	 acquisition-related compensation, which was nil for the three months ended March 31, 2021 (March 31,
2020 – $0.2 million). These costs are presented in the employee compensation line item of selling, general and administrative expenses. 



	 	(iii)	 severances, which were immaterial for the three months ended March 31, 2021 (March 31, 2020 –
$0.2 million), and integration expenses. Severance costs are presented in the employee compensation line item of selling, general and administrative expenses. 



 

	(b)	 These expenses represent non-cash expenses recognized in connection
with stock options and other awards issued under share-based plans. 



	(c)	 This line item primarily represents legal settlements and associated legal costs reached outside of the normal
course of business, as well as non-cash gains, losses and provisions and certain other costs. These costs are presented in the other line item of the selling, general and administrative expenses.




	(d)	 Adjusted EBITDA is a non-IFRS measure that the Company uses to assess
its operating performance and cash flows. 



	(e)	 Commencing in 2018, the Company entered into various agreements with a single third-party independent sales
organization to acquire the rights to future cash flows from a portfolio of merchant contracts. 



  
 5 













 Reconciliation of Pro Forma Transaction Adjusted Revenue to Revenue 

 

									
	 	  	Three months ended
March 31	 
	(In thousands of U.S. dollars)	  	2021	 	  	2020	 
	 	  	$	 	  	$	 
	 Revenue
	  	 	149,895	 	  	 	83,239	 
	 Revenue of Base Commerce and Smart2Pay (prior to acquisitions)(a)
	  	 	—  	 	  	 	20,748	 
		  	  
	  
	 	  	  
	  
	 
	 Pro Forma Transaction Adjusted Revenue
	  	 	149,895	 	  	 	103,987	 

  

	(a)	 The Company acquired Smart2Pay Technology & Services B.V on November 2, 2020 and Base Commerce on
January 1, 2021. 


 Reconciliation of Adjusted net income to net income (loss) 

Adjusted net income is defined as net income (loss) before acquisition, integration and severance costs, share-based payments, loss (gain) on
foreign currency exchange, amortization of acquisition-related intangible assets, and the related income tax expense or recovery for these items. Adjusted net income also excludes change in redemption value of liability-classified common and
preferred shares and accelerated amortization of deferred transaction costs and loss on debt modification. 
 The following table reconciles
Adjusted net income to net income (loss) for the periods indicated: 
  

									
	 	  	Three months ended
March 31	 
	(In thousands of U.S. dollars except for per share amounts)	  	2021	 	  	2020	 
	 	  	$	 	  	$	 
	 Net income (loss)
	  	 	27,790	 	  	 	(62,343	) 
		  	  
	  
	 	  	  
	  
	 
	 Change in redemption value of liability-classified common and preferred shares (a)
	  	 	—  	 	  	 	11,636	 
	 Amortization of acquisition-related intangible assets (b).
	  	 	18,212	 	  	 	14,178	 
	 Acquisition, integration and severance costs
(c)
	  	 	5,340	 	  	 	1,670	 
	 Share-based payments (d)
	  	 	4,105	 	  	 	333	 
	 Loss (gain) on foreign currency exchange
	  	 	(445	) 	  	 	45,719	 
	 Legal settlement costs and other (e)
	  	 	159	 	  	 	766	 
		  	  
	  
	 	  	  
	  
	 
	 Adjustments
	  	 	27,371	 	  	 	74,302	 
	 Income tax expense related to
adjustments(f)
	  	 	(4,000	) 	  	 	(2,179	) 
		  	  
	  
	 	  	  
	  
	 
	 Adjusted net income (g)

	  	 	51,161	 	  	 	9,780	 
			
	 Adjusted net income per share attributable to common shareholders of the Company (h)
	  				  			
	 Basic
	  	 	0.36	 	  	 	0.11	 
	 Diluted
	  	 	0.35	 	  	 	0.11	 

  

	(a)	 This line item represents change in redemption value related to shares classified as liabilities prior to the
IPO. As part of the IPO, such shares were converted into equity as Subordinate Voting Shares. These expenses are included in finance costs. 



	(b)	 This line item relates to amortization expense taken on intangible assets created from the purchase price
adjustment process on acquired companies and businesses and from the acquisition of all the outstanding shares of Pivotal Holdings Ltd. by Nuvei in September 2017, and excludes amortization expense related to capitalized development costs incurred
in the normal course of operations. 



  
 6 














	(c)	 These expenses relate to: 



 

	 	(i)	 professional, legal, consulting, accounting and other fees and expenses related to our acquisition activities
and financing activities during the period, which were $5.3 million for the three months ended March 31, 2021 (March 31, 2020 – $1.2 million). These costs are presented in the professional fees line item of selling, general and
administrative expenses. 



	 	(ii)	 acquisition-related compensation, which was nil for the three months ended March 31, 2021 (March 31, 2020
– $0.2 million). These costs are presented in the employee compensation line item of selling, general and administrative expenses. 



	 	(iii)	 severances, which were immaterial for the three months ended March 31, 2021 (March 31, 2020 – $0.2
million), and integration expenses. Severance costs are presented in the employee compensation line item of selling, general and administrative expenses. 


  

	(d)	 These expenses represent non-cash expenses recognized in connection
with stock options and other awards issued under share-based plans. 



	(e)	 This line item primarily represents legal settlements and associated legal costs reached outside of the normal
course of business, as well as non-cash gains, losses and provisions and certain other costs. These costs are presented in the other line item of the selling, general and administrative expenses.




	(f)	 This line item reflects income tax expense on taxable adjustments using the tax rate of the applicable
jurisdiction. 



	(g)	 Adjusted net income is a non-IFRS measure that the Company uses to
further assess its operating performance. 



	(h)	 Adjusted net income per diluted share is calculated using share-based awards outstanding at the end of each
period on a fully diluted basis if they were in-the-money at that time. 



Key Performance Indicator 
 We monitor the
following key performance indicator to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our key performance indicator may be calculated in a manner
that differs from similar key performance indicators used by other companies. 
 Total Volume: We believe total volume is an
indicator of performance of our business. Total volume and similar measures are used widely among others in the payments industry as a means of evaluating a company’s performance. We define total volume as the total dollar value of transactions
processed in the period by merchants under contractual agreement with us. Total volume does not represent revenue earned by us. Total volume encompasses both acquiring volume, where we are in the flow of funds in the settlement transaction cycle,
and gateway/technology volume, where we provide our gateway/technology services but are not in the flow of funds in the settlement transaction cycle. Since our revenue is primarily sales volume and transaction-based, generated from merchants’
daily sales and through various fees for value-added services provided to our merchants, fluctuations in total volume will generally impact our revenue. 

  
 7 













 Outlook 

For the three months ending June 30, 2021 and year ending December 31, 2021, Nuvei anticipates total volume, revenue and adjusted
EBITDA to be in the ranges indicated below. Considering the strong performance during the three months ended March 31, 2021, where Nuvei exceeded the previously anticipated outlook for total volume, revenue and Adjusted EBITDA, as well as
continued momentum in the business, management is raising the financial outlook for the year ending December 31, 2021. 
 The financial
outlook is fully qualified and based on a number of assumptions described under the heading “Forward-Looking Information” of this MD&A, and does not include the pending acquisitions of Mazooma and Simplex. 

 

							
	(In U.S. dollars)	  	Three months ending
June 30, 2021	  	Year ending
December 31, 2021
	 	  	$	  	$
	 	  	 	  	Previous	  	Updated
	 Total Volume (a) (in
billions)
	  	21 - 22	  	81 - 87	  	83 - 89
	 Revenue (in millions)
	  	153 - 159	  	570 - 600	  	610 - 640
	 Adjusted EBITDA (b) (in
millions)
	  	66 - 70	  	252 - 265	  	264 - 277

  

	(a)	 Total volume does not represent revenue earned by the Company, but rather the total dollar value of
transactions processed by merchants under contractual agreement with the Company. Total volume is explained in “Key Performance Indicator”. 



	(b)	 Adjusted EBITDA is a non-IFRS measure. See “Non-IFRS Measures”. 


 Summary of Factors Affecting Our Performance 

We believe that the growth and future success of our business depends on many factors, including those described below. While each of these
factors presents significant opportunities for our business, they also pose important challenges, some of which are discussed below in the section entitled “Risks Relating to Our Business and Industry” of our AIF. 

Growth with our Existing Merchants. Our success is directly correlated with our merchants’ success. We focus on the
high-growth mobile and eCommerce markets and we will grow alongside our existing merchants as they grow their business and expand into new markets. In addition, our existing customers represent a significant opportunity to cross-sell and up-sell products and services with limited incremental sales and marketing expenses. As our merchants increase their business volume, we can offer more solutions from our Native Commerce Platform. Our future revenue
growth and achieving and maintaining profitability is dependent upon our ability to maintain existing customer relationships and to continue to expand our customers’ use of our comprehensive suite of solutions. 

Ability to Acquire New Merchants and Partners. Our future revenue growth will also largely depend upon the effectiveness of our
sales and marketing efforts, both domestically and internationally. We have significant sales and marketing experience in capturing and serving SMBs in North America and large enterprises in Europe. We intend to leverage this experience and enable
merchant base expansion by targeting large enterprises in North America, with a focus in the mobile commerce and eCommerce channels. We also plan to expand and deepen our footprint in geographies where we have an emerging presence today, such as
Asia Pacific and Latin America. Key to our success in achieving merchant base expansion is continued investment in our direct sales team and further leveraging our broad and diversified network of distribution partners. 

Investment in our Technology and Product Portfolio. We believe our technology-first culture enables us to enhance our offerings
to remain at the forefront of payments innovation. Specifically, our Native Commerce Platform enables us to deliver comprehensive payments and technology solutions to power a convenient and secure transaction


  
 8 













 
experience for our merchants and their customers. Further investment in this platform is necessary to expand and keep technologically current our portfolio of services to our merchants. Close
collaboration with our merchants through ongoing communication and feedback loop is also key, as it enables a better design and delivery of solutions that meet their specific and evolving needs. 

Ability to Maintain and Add to our Acquiring Banks Relationships. We have built strong relationships with acquiring banks in
North America. The maintenance and/or expansion of these relationships and strong collaboration on maintaining adequate procedures in monitoring the risk profile of our merchant base will be a key enabler in the pursuit of our growth strategies.

 Adapt to Regulatory Changes. The nature of our product and services offerings necessitates that we adhere to strict
regulatory regimes in the countries that we operate. Our operational teams are fully versed in the varying regulatory requirements. As regulations change, we will continue to upskill and modify, as appropriate, our merchant underwriting, risk
management, know your client and anti money laundering capabilities, in as seamless as possible a manner to minimize disruption to our merchants’ businesses. 

Successful Execution on Recent and Future Acquisitions. We intend to augment our organic growth with strategic and tactical
acquisitions. Critical to our success is continuing to be highly disciplined in integrating recent acquisitions, such as the Smart2Pay and Base Commerce acquisitions, and future acquisitions into our Company in a manner that allows us to fulfill the
potential that these acquisitions bring. 
 Economic Conditions and Resulting Consumer Spending Trends. Changes in macro-level
consumer spending trends, including COVID-19, could affect the total volume processed on our platform, thus resulting in fluctuations in our revenue. 

Key Components of Results of Operations 
 Revenue

 Merchant Transaction and Processing Services. Revenue from the Company’s merchant transaction and processing
services revenue are derived primarily from eCommerce payment processing services, and stem from relationships with individual merchants. Additionally, transaction and processing services revenue stem from contracts with financial institutions and
other merchant acquirers, the terms of which generally range from three to five years. The contracts stipulate the types of services and set forth how fees will be incurred and calculated. Merchant transaction and processing services revenue are
generated from processing electronic payment transactions for merchants. 
 The Company’s transaction and processing revenue is
primarily comprised of (a) fees calculated based on a percentage of monetary value of transactions processed; (b) fees calculated based on number of transactions processed; (c) service fees; or (d) some combination thereof that
are associated with transaction and processing services. 
 The Company presents revenue net of the interchange fees charged by the card
issuing financial institutions and the fees charged by the payment networks. 
 Other Revenue. The Company may sell hardware (“point-of-sale equipment”) as part of its contracts with customers. Hardware consists of terminals or gateway devices. The Company does not manufacture hardware but
purchases hardware from third party vendors and holds the hardware in inventory until purchased by a customer. 
 For more information on
our revenue recognition policies, refer to Note 3 of the annual consolidated financial statements for the year ended December 31, 2020 (the “Consolidated Financial Statements”). 

  
 9 













 Cost of Revenue 

Processing costs. Processing fees consist of fees paid to processing suppliers. When we are the primary obligor providing payment
processing services, we record processing fees paid to processing suppliers as a cost of revenue. If we are not the primary obligor providing payment processing services, processing fees are netted from the revenue recorded for such transaction and
we do not record separate processing fees as a cost of revenue. 
 Costs of goods sold. Costs of goods sold consist primarily
of costs associated with selling point-of-sale equipment, such as the cost of acquiring the equipment, including purchase price, expenses associated with a third-party
fulfillment company, shipping, handling and inventory adjustments. 
 Selling, General and Administrative Expenses 

Our selling, general and administrative expenses primarily represent the amounts associated with (i) commissions, (ii) depreciation and
amortization, and (iii) employee compensation. 
 Commissions. Commissions are comprised of incentives paid to third
party agents for referring merchants. 
 Depreciation. Depreciation consists of depreciation of property and equipment,
primarily terminals, office and computer equipment, furniture and fixtures, leasehold improvements and right of use assets over buildings. We calculate depreciation using the straight-line method over the useful life of the relevant asset or over
the remaining lease term, as applicable. 
 Amortization. Amortization consists primarily of amortization of intangible
assets, which consist of internally generated and externally purchased software that is used in providing processing services to customers. It also includes trademarks, technologies and partner and merchant relationships, that are acquired by the
Company. These intangible assets are amortized on a straight-line basis over the course of the relevant asset’s useful life. 

Employee compensation. Employee compensation consists of salaries and compensation (excluding share-based payments) earned by
our employees. Employee compensation includes costs related to the various functions of the Company, including technology, sales and marketing, operations, as well as various business support functions. 

Selling, general and administrative expenses also consists of transaction losses, professional fees, share-based payments,
contingent consideration adjustments and other expenses. 
 We anticipate increases in general and administrative expenses as we incur the
costs of compliance associated with being a public company, including increased accounting and legal expenses. Please refer to the section entitled “Risks Relating to Regulation” of our AIF. 

Net Finance Costs 
 Net finance costs primarily
represent amounts associated with: 
 Interest on loans and borrowings Interest expense consists primarily of interest incurred
on (i) term loans outstanding under the credit facilities and (ii) unsecured convertible debenture issued by the Company to certain of its shareholders as part of the SafeCharge acquisition, which were partially redeemed in December 2019
and the remainder converted into shares or redeemed with the IPO proceeds. 
 Interest income on advances to third parties.
Commencing in Fiscal 2018, the Company issued advances to a third-party independent sales organization. Under the agreements with the third-party independent sales organization, the Company acquired the rights to cash flows from a portfolio of
merchant contracts. The agreements provide for minimum guaranteed payments for the first three years. After the first three years, the portfolio of merchants is fixed, 

  
 10 













 
and the cash flows are no longer guaranteed at which point the receipts will flow through the consolidated statement of profit or loss. 

Loss (gain) on foreign currency exchange. 

Our Canadian subsidiary, which has Canadian dollars as its functional currency, has U.S.- denominated debt and intercompany loans. These items
are translated into the Canadian functional currency using the exchange rates prevailing at the date of the transactions or when items are re-measured at the end of the reporting period. The resulting gains
and losses subsequently being recognized are recorded in loss (gain) on foreign currency exchange. 
 Income tax expense 

Income tax expense comprises current and deferred taxes. Current and deferred taxes are recognized in profit or loss except to the extent that
they relate to a business combination, or items recognized directly in equity or in other comprehensive income (loss). 

  
 11 













 Results of Operations 

The following table outlines our consolidated profit or loss and comprehensive income or loss information for the three months ended
March 31, 2021 and 2020: 
  

									
	(In thousands of U.S. dollars except for share and per share amounts)	  	Three months ended
March 31	 
	  	2021	 	  	2020	 
	  	$	 	  	$	 
	 Revenue
	  	 	149,895	 	  	 	83,239	 
	 Cost of revenue
	  	 	28,979	 	  	 	15,168	 
		  	  
	  
	 	  	  
	  
	 
	 Gross profit
	  	 	120,916	 	  	 	68,071	 
	 Selling, general and administrative expenses
	  	 	86,056	 	  	 	54,866	 
		  	  
	  
	 	  	  
	  
	 
	 Operating profit
	  	 	34,860	 	  	 	13,205	 
		  	  
	  
	 	  	  
	  
	 
	 Finance income
	  	 	(859	) 	  	 	(1,346	) 
	 Finance costs
	  	 	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)
	  				  			
	 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	) 
		  	  
	  
	 	  	  
	  
	 
	 Weighted average number of common shares outstanding(a)
	  				  			
	 Basic
	  	 	138,201,970	 	  	 	84,604,769	 
	 Diluted
	  	 	142,741,312	 	  	 	84,604,769	 
	 Net income (loss) per share attributable to common shareholders of the Company
	  				  			
	 Basic and Diluted
	  	 	0.19	 	  	 	(0.74	) 

  

	(a)	 The weighted average number of common shares outstanding for the three months ended March 31, 2020 has
been adjusted to take into consideration the Reorganization discussed in Note 17 of the Consolidated Financial Statements. 



  
 12 













 Results of Operations for the Three Months Ended March 31, 2021 and 2020 

Revenue 
  

																	
	(In thousands of U.S. dollars, except for percentages)	  	Three months ended March 31	 	  	 	 
	  	2021	 	  	2020	 	  	Change	 	  	Change	 
	  	$	 	  	$	 	  	$	 	  	%	 
	 Revenue
	  	 	149,895	 	  	 	83,239	 	  	 	66,656	 	  	 	80	% 

 For the three months ended March 31, 2021, revenue increased by $66.7 million or 80% as compared to
the three months ended March 31, 2020. The increase is due to total volume growth driven by organic growth and due to the Smart2Pay acquisition in November 2020 and the Base Commerce acquisition in January 2021. 

Total volume increased from $8.9 billion in the three months ended March 31, 2020 to $20.6 billion in the three months ended
March 31, 2021, an increase of $11.7 billion or 132%. 
 On a combined basis as if the Smart2Pay and Base Commerce acquisitions
had occurred on January 1, 2020, total volume would have been $20.6 billion in the three months ended March 31, 2021, compared to $13.5 billion in the three months ended March 31, 2020, an increase of $7.1 billion or
53%. 
 Assuming the Smart2Pay acquisition and Base Commerce acquisition had occurred on January 1, 2020, revenue would have been
$149.9 million for the three months ended March 31, 2021, compared to a proforma revenue of $104.0 million for the three months ended March 31, 2020, an increase of $45.9 million or 44%. 

Cost of Revenue 
  

																	
	(In thousands of U.S. dollars, except for percentages)	  	Three months ended March 31	 	 	 	 
	  	2021	 	 	2020	 	 	Change	 	  	Change	 
	 Cost of revenue
	  	$	28,979	 	 	$	15,168	 	 	$	13,811	 	  	 	91	% 
	 As a percentage of revenue
	  	 	19.3	% 	 	 	18.2	% 	 				  			

 For the three months ended March 31, 2021, cost of revenue increased by $13.8 million or 91% as
compared to the three months ended March 31, 2020 due to an increase of $14.5 million in processing costs, partly offset by a decrease in cost of goods sold of $0.7 million. 

The increase in processing costs is primarily driven by organic growth and the inclusion of Smart2Pay as of November 2020 and Base Commerce as
of January 2021. Cost of revenue as a percentage of revenue increased from 18.2% for the three months ended March 31, 2020 to 19.3% for the three months ended March 31, 2021 due to Smart2Pay having a higher cost of revenue than
Nuvei’s operation in the North American market due to costs associated with its merchant servicing model. 

  
 13 













 Selling, General and Administrative expenses 

 

																	
	(In thousands of U.S. dollars, except for percentages)	  	Three months ended March 31	 	  	 	 
	 	  	2021	 	  	2020	 	  	Change	 	  	Change	 
	 	  	$	 	  	$	 	  	$	 	  	%	 
	 Selling, General and Administrative expenses
	  				  				  				  			
	 Commissions
	  	 	26,573	 	  	 	16,413	 	  	 	10,160	 	  	 	62	 
	 Depreciation and amortization
	  	 	20,998	 	  	 	17,313	 	  	 	3,685	 	  	 	21	 
	 Employee compensation
	  	 	21,023	 	  	 	14,154	 	  	 	6,869	 	  	 	49	 
	 Professional fees
	  	 	6,920	 	  	 	1,793	 	  	 	5,127	 	  	 	286	 
	 Share-based payments
	  	 	4,105	 	  	 	333	 	  	 	3,772	 	  	 	n.m.	 
	 Other
	  	 	6,437	 	  	 	4,860	 	  	 	1,577	 	  	 	32	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 	  	86,056	 	  	54,866	 	  	31,190	 	  	57	 

 For the three months ended March 31, 2021, selling, general and administrative expenses increased by
$31.2 million or 57% as compared to the three months ended March 31, 2020 primarily due to the following: 

Commissions. During the three months ended March 31, 2021, commission expense increased by $10.2 million or 62% as
compared to the three months ended March 31, 2020. The increase was primarily due to the acquisition of Base Commerce in January 2021, and an increase in volume subject to commission. 

Depreciation and amortization. Depreciation of property and equipment expenses and amortization of intangible assets for the
three months ended March 31, 2021 increased by $3.7 million or 21% as compared to the three months ended March 31, 2020. The increase was primarily due to a higher amortization of technologies as well as partner and merchant
relationships intangible assets related to the Smart2Pay and Base Commerce acquisitions. 
 Employee compensation. During the
three months ended March 31, 2021, employee compensation increased by $6.9 million or 49% as compared to the three months ended March 31, 2020. The inclusion of Smart2Pay and Base Commerce resulted in an increase in headcount. The
employee compensation includes costs related to the various functions of the Company, including technology, sales and marketing, human resources, and administration. 

Professional fees. For the three months ended March 31, 2021, professional fees increased by $5.1 million as compared
to the three months ended March 31, 2020. The increase was primarily due to costs related to acquisition activities as well as acquisition and integration costs related to Base commerce. 

Share based payments. For the three months ended March 31, 2021, share-based payments increased by $3.7 million as
compared to the three months ended March 31, 2020. This was primarily driven by options granted under the Omnibus Incentive Plan as part of the Company’s IPO in September 2020. 

Other. For the three months ended March 31, 2021, other expenses increased by $1.6 million compared to the three
months ended March 31, 2020 primarily due to higher transaction losses. 

  
 14 













 Net Finance Costs 
  

																	
	(In thousands of U.S. dollars, except for percentages)	  	Three months ended March 31	 	  	 	 
	  	2021	 	  	2020	 	  	Change	 	  	Change	 
	  	$	 	  	$	 	  	$	 	  	%	 
	 Net finance costs
	  				  				  				  			
	 Finance income
	  				  				  				  			
	 Interest on advances to third parties
	  	 	(859	) 	  	 	(1,346	) 	  	 	487	 	  	 	(36	) 
	 Finance costs
	  				  				  				  			
	 Interest on loans and borrowings and unsecured debentures
	  	 	3,170	 	  	 	19,591	 	  	 	(16,421	) 	  	 	(84	) 
	 Change in redemption amount of shares
	  	 	—  		  	 	11,636	 	  	 	(11,636	) 	  	 	n.m.	 
	 Other
	  	 	145	 	  	 	32	 	  	 	113	 	  	 	353	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  	 	2,456	 	  	 	29,913	 	  	 	(27,457	) 	  	 	(92	) 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 During the three months ended March 31, 2021, net finance costs decreased by $27.5 million as
compared to the three months ended March 31, 2020. The decrease was primarily due to the following items: 
 Interest on loans and
borrowings and unsecured debentures. The decrease of $16.4 million was mainly due to a decrease of $12.3 million in interest expense on loans and borrowings and $4.1 million on unsecured debentures. This was due to the
accelerated repayment of loans and borrowings and unsecured debentures in September 2020 following the IPO. 
 Change in redemption
amount of shares. The decrease of $11.6 million was primarily due to the revaluation of liability classified Class A common shares in 2020. As part of the IPO, such shares were converted into equity as Subordinate Voting Shares.

 Loss (gain) on foreign currency exchange 
  

																	
	(In thousands of U.S. dollars, except for percentages)	  	Three months ended March 31	 	  	 	 
	  	2021	 	  	2020	 	  	Change	 	  	Change	 
	  	$	 	  	$	 	  	$	 	  	%	 
	 Loss (gain) on foreign currency exchange
	  	 	(445	) 	  	 	45,719	 	  	 	(46,164	) 	  	 	n.m.	 

 Gain on foreign currency exchange for the three months ended March 31, 2021 was $0.4 million compared to a loss of
$45.7 million for the three months ended March 31, 2020. This was due to lower foreign currency exposure following the September 2020 accelerated repayment of the U.S. denominated debt held in our Canadian subsidiary. 

Income Taxes 
  

																	
	(In thousands of U.S. dollars, except for percentages)	  	Three months ended March 31	 	  	 	 
	  	2021	 	  	2020	 	  	Change	 	  	Change	 
	  	$	 	  	$	 	  	$	 	  	%	 
	 Income tax expense (recovery)
	  	 	5,059	 	  	 	(84	) 	  	 	5,143	 	  	 	n.m.	 

 Income tax expense for the three months ended March 31, 2021 was $5.1 million on income before
income tax of $31.9 million, representing an effective tax rate of 15.9% for the period. 

  
 15 













 Summary of Quarterly Results and Trend Analysis 

 

																																	
	 	  	Three months ended	 
	(In thousands of U.S. dollars except for per share amounts)	  	Mar. 31,
2021	 	 	Dec. 31,
2020	 	 	Sept. 30,
2020	 	 	Jun. 30,
2020	 	 	Mar. 31,
2020	 	 	Dec. 31,
2019	 	 	Sept. 30,
2019	 	 	Jun. 30,
2019	 
	 	  	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 
	 Revenue
	  	 	149,895	 	 	 	115,906	 	 	 	93,755	 	 	 	83,325	 	 	 	83,239	 	 	 	79,659	 	 	 	71,239	 	 	 	50,760	 
	 Cost of revenue
	  	 	28,979	 	 	 	23,521	 	 	 	17,007	 	 	 	13,561	 	 	 	15,168	 	 	 	13,074	 	 	 	12,174	 	 	 	8,141	 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Gross profit
	  	 	120,916	 	 	 	92,385	 	 	 	76,748	 	 	 	69,764	 	 	 	68,071	 	 	 	66,585	 	 	 	59,065	 	 	 	42,619	 
	 Selling, general and administrative expenses
	  	 	86,056	 	 	 	68,434	 	 	 	60,776	 	 	 	50,893	 	 	 	54,866	 	 	 	54,680	 	 	 	63,050	 	 	 	39,348	 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Operating profit (loss)
	  	 	34,860	 	 	 	23,951	 	 	 	15,972	 	 	 	18,871	 	 	 	13,205	 	 	 	11,905	 	 	 	(3,985	) 	 	 	3,271	 
	 Finance income
	  	 	(859	) 	 	 	(1,257	) 	 	 	(1,375	) 	 	 	(1,449	) 	 	 	(1,346	) 	 	 	(1,130	) 	 	 	(1,532	) 	 	 	(1,404	) 
	 Finance costs
	  	 	3,315	 	 	 	2,494	 	 	 	101,255	 	 	 	24,083	 	 	 	31,259	 	 	 	30,997	 	 	 	60,174	 	 	 	7,311	 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Net finance costs
	  	 	2,456	 	 	 	1,237	 	 	 	99,880	 	 	 	22,634	 	 	 	29,913	 	 	 	29,867	 	 	 	58,642	 	 	 	5,907	 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Loss (gain) on foreign currency exchange
	  	 	(445	) 	 	 	1,029	 	 	 	(9,544	) 	 	 	(18,286	) 	 	 	45,719	 	 	 	(10,725	) 	 	 	2,020	 	 	 	(660	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Income (loss) before income tax
	  	 	32,849	 	 	 	21,685	 	 	 	(74,364	) 	 	 	14,523	 	 	 	(62,427	) 	 	 	(7,237	) 	 	 	(64,647	) 	 	 	(1,976	) 
	 Income tax expense (recovery)
	  	 	5,059	 	 	 	(892	) 	 	 	3,505	 	 	 	558	 	 	 	(84	) 	 	 	(4,160	) 	 	 	1,049	 	 	 	(575	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Net income (loss)
	  	 	27,790	 	 	 	22,577	 	 	 	(77,869	) 	 	 	13,965	 	 	 	(62,343	) 	 	 	(3,077	) 	 	 	(65,696	) 	 	 	(1,401	) 
	 Net income (loss) per share attributable to common shareholders of the Company
	  				 				 				 				 				 				 				 			
	 Basic
	  	 	0.19	 	 	 	0.16	 	 	 	(0.88	) 	 	 	0.16	 	 	 	(0.74	) 	 	 	(0.05	) 	 	 	(1.10	) 	 	 	(0.02	) 
	 Diluted
	  	 	0.19	 	 	 	0.16	 	 	 	(0.88	) 	 	 	0.15	 	 	 	(0.74	) 	 	 	(0.05	) 	 	 	(1.10	) 	 	 	(0.02	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Adjusted EBITDA (a)
	  	 	65,462	 	 	 	51,313	 	 	 	40,991	 	 	 	37,390	 	 	 	33,288	 	 	 	31,942	 	 	 	25,767	 	 	 	15,359	 
	 Adjusted net income (a)
	  	 	51,161	 	 	 	46,492	 	 	 	16,455	 	 	 	16,259	 	 	 	9,780	 	 	 	5,364	 	 	 	2,192	 	 	 	7,816	 
	 Adjusted net income per share attributable to common shareholders of the Company(a)
	  				 				 				 				 				 				 				 			
	 Basic
	  	 	0.36	 	 	 	0.34	 	 	 	0.18	 	 	 	0.18	 	 	 	0.11	 	 	 	0.06	 	 	 	0.03	 	 	 	0.13	 
	 Diluted
	  	 	0.35	 	 	 	0.33	 	 	 	0.17	 	 	 	0.18	 	 	 	0.11	 	 	 	0.06	 	 	 	0.03	 	 	 	0.12	 

  

	(a)	 These amounts are non-IFRS measures. See
“Non-IFRS Measures” section. 


 Quarterly Trend Analysis 

The quarterly increase in revenue was due to total volume organic growth as well as from acquisitions (SafeCharge in August 2019, Smart2Pay in
November 2020 and Base Commerce in January 2021). 
 The quarterly increase in cost of revenue is due to organic growth as well as
acquisitions. 

  
 16 













 The quarterly increase in selling, general and administrative expenses is due to organic
growth, acquisitions, as well as higher share-based payment due to the accelerated vesting of the Legacy Option Plan stock options and options granted under the Omnibus Incentive Plan as part of the Company’s IPO in September 2020. 

Liquidity and Capital Resources 
 Overview

 Our financial condition and liquidity are and will continue to be influenced by a variety of factors, including: 

 

	 	•	 	 Our ability to generate cash flows from our operations; 



 

	 	•	 	 The level of our outstanding indebtedness and the interest we are obligated to pay on this indebtedness; and



  

	 	•	 	 Our capital expenditure requirements. 



The general objectives of our capital management strategy are to ensure sufficient liquidity to pursue our organic growth strategy and
undertake selective acquisitions, while maintaining a strong credit profile and a capital structure that maintains total leverage ratio within the limits set in the credit facilities. 

Our primary source of liquidity is cash from operations and debt and equity financing. Our principal liquidity needs include investment in our
product and technology and selective acquisitions, as well as operations, selling and general and administrative expenses and debt service. 

The Company’s capital is composed of net debt and shareholders’ equity. Net debt consists of interest-bearing debt less cash. The
Company’s use of capital is to finance working capital requirements, capital expenditures and business acquisitions. The Company funds those requirements out if its internally generated cash flows and funds drawn from its long-term credit
facilities. 
 The primary measure used by the Company to monitor its financial leverage is its total leverage ratio, defined as the ratio
of consolidated net debt outstanding to consolidated Adjusted EBITDA, calculated in accordance with the terms of the credit agreement. Under its credit facility, the Company must maintain a total leverage ratio of less than or equal to 8.00 : 1.00.
As at March 31, 2021, the Company was in compliance with this requirement. 
 In addition to the cash balances, as at March 31,
2021 the Company had a $100.0 million revolving credit facility available to be drawn to meet ongoing working capital requirements. As at March 31, 2021 the Company had letters of credit facilities issued totalling $37.6 million,
which represents usage on the revolving credit facility. After the quarter, the letters of credit were transferred to a new facility resulting in the $100.0 million revolving credit facility being fully available. 

On December 7, 2020, Nuvei filed a short form base shelf prospectus with the securities regulatory authorities in each of the provinces
and territories of Canada. The base shelf prospectus will allow Nuvei and certain of its security holders to qualify the distribution by way of prospectus in Canada of up to US $850.0 million of subordinate voting shares, preferred shares, debt
securities, warrants, subscription receipts, units, or any combination thereof, during the 25-month period that the base shelf prospectus is effective. The amount available under the base shelf prospectus has
been decreased by the amount of the secondary offering described below. 
 On March 24, 2021, Nuvei closed a secondary offering on a
bought deal basis by funds managed by Novacap Management Inc., Whiskey Papa Fox Inc., a holding company controlled by Philip Fayer, our Chair and Chief Executive Officer, CDP Investissements Inc., a wholly-owned subsidiary of Caisse de
dépôt et placement du Québec, and David Scwartz, our Chief Financial Officer (together the “Selling Shareholders”) of an aggregate of 9,169,387 Subordinate Voting Shares, at a purchase price of $60.22 per Subordinate
Voting Share for total gross proceeds to the Selling Shareholders of approximately $552.0 million. This offering resulted in the conversion of 9,169,387 multiple voting shares of the Company (the “Multiple Voting Shares”) in to
Subordinate Voting Shares on a one for one basis and had no impact on the Company’s liquidity and capital position. 

  
 17 













 We believe that our available cash, cash flows generated from operations, loans and
borrowings available to us will be sufficient to meet our projected operating and capital expenditure requirements for at least the next 12 months. 

Cash Flows 
  

																	
	 	  	Three months ended March 31	 	  	  
	 
	(In thousands of U.S. dollars, except for percentages)	  	2021	 	  	2020	 	  	Change	 	  	Change	 
	 	  	$	 	  	$	 	  	$	 	  	%	 
	 Cash flow from (used in):
	  				  				  				  			
	 Operating Activities
	  	 	53,403	 	  	 	(566	) 	  	 	53,969	 	  	 	n.m.	 
	 Investing Activities
	  	 	(90,281	) 	  	 	(5,565	) 	  	 	(84,716	) 	  	 	n.m.	 
	 Financing Activities
	  	 	336	 	  	 	21,963	 	  	 	(21,627	) 	  	 	(98	) 
	 Effect of foreign currency exchange on cash
	  	 	284	 	  	 	(401	) 	  	 	685	 	  	 	(171	) 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Net increase (decrease) in cash
	  	 	(36,258	) 	  	 	15,431	 	  	 	(51,689	) 	  	 	(335	) 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Cash—end of period
	  	 	144,464	 	  	 	75,503	 	  	 	68,961	 	  	 	91	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 Cash Flows From (Used in) Operating Activities 

For the quarter ended March 31, 2021, $53.4 million of cash was generated from operating activities compared to a use of
$0.6 million for the quarter ended March 31, 2020. The increase was partly due to the total volume growth driven by organic growth and acquisitions. As well, interest and income taxes paid totalled $3.8 million for the quarter ended
March 31, 2021 compared to $16.3 million for the quarter ended March 31, 2020, a decrease of $12.4 million. 
 Cash Flows From (Used
in) Investing Activities 
 For the quarter ended March 31, 2021, $90.3 million of cash was used in investing activities. This
resulted primarily from the acquisition of Base Commerce for $88.9 million (net of cash acquired and contingent consideration). For the year ended March 31, 2020, $5.6 million of cash was used in investing activities. 

Cash Flows From (Used in) Financing Activities 

For the quarter ended March 31, 2021, $0.3 million of cash was generated from financing activities mainly reflecting proceeds from
issuance of shares pursuant to exercise of stock options. For the quarter ended March 31, 2020, cash from financing activities mainly reflected net proceeds from loans and borrowings. 

Off-Balance Sheet Arrangements 

We have no off-balance sheet arrangements. We may, from time to time, be contingently liable with
respect to litigation and claims that arise in the normal course of operations. 
 Related Party Transactions 

We have no related party transactions, other than those noted in the Interim Financial Statements. 

Financial Instruments and Other Instruments 

In the ordinary course of its business activities, the Company is exposed to various market risks that are beyond its control, including
fluctuations in foreign exchange rates and interest rates, and that may have an adverse effect on the value of its financial assets and liabilities, future cash flows and profit. Its policy with respect to these market risks is to assess the
potential of experiencing losses and the consolidated impact thereof, and to mitigate these market risks as is deemed appropriate. (Please refer to the “Risks Relating to Our Business and Industry” section of the AIF.) 

  
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 Credit and Concentration 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 contractual
obligations. Credit risk arises principally from the Company’s cash, trade and other receivables, advances to third parties, segregated funds and processor deposits. The carrying amounts of these financial assets represent the maximum credit
exposure. 
 Cash and processor deposits 

The credit risk associated with cash, segregated funds and processor deposits is limited because they are maintained only with highly rated
large financial institutions. 
 Trade and other receivables 

The Company provides credit to its customers in the normal course of business. The Company evaluates the creditworthiness of the corresponding
counterparties at least at the end of each reporting period and on a specific circumstance basis. The Company’s extension of credit to customers involves considerable judgment and is based on an evaluation of each customer’s financial
condition and payment history. The Company has established various internal controls designed to mitigate credit risk, including credit limits and payment terms that are reviewed and approved by the Company. Any impaired trade receivables are
mostly due from customers that are experiencing financial difficulties. 
 There is a concentration of credit risk as of March 31,
2021, with respect to the Company’s receivables from its main processors, which represented approximately 33% (March 31, 2020 – 58%) of trade and other receivables. 

Advances to third parties 
 The credit
risk associated with the advances to third parties is limited because the advances are repaid by financial institutions when the Company becomes entitled to payment under the agreements. 

Foreign Currency Risk 
 The Company
is exposed to the financial risk related to the fluctuation of foreign exchange rates and the degrees of volatility of those rates. Foreign currency risk is limited to the portion of the Company’s business transactions denominated in currencies
other than the U.S. dollar. Fluctuations related to foreign exchange rates could cause unforeseen fluctuations in the Company’s operating results. The Company does not currently enter into arrangements to hedge its foreign currency risk. 

Interest Rate Risk 
 Interest rate
risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market rates. The Company does not account for any fixed interest-rate financial assets or financial liabilities at fair value
through profit or loss. 
 All loans and borrowings bear interest at floating rates, and the Company is therefore exposed to the cash flow
risk resulting from interest rate fluctuations. 
 Critical Accounting Policies and Estimates 

The preparation of the Interim 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 

  
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assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates, judgments and assumptions are reviewed on an ongoing basis and are based on historical
experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognized prospectively.

Critical judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the Interim
Financial Statements include the following:
 Revenue Recognition. The identification of revenue-generating contracts with
customers, the identification of performance obligations, the determination of the transaction price and allocations between identified performance obligations, the use of appropriate revenue recognition method for each performance obligation and
the measure of progress for performance obligations satisfied over time are the main aspects of the revenue recognition process, all of which require the exercise of judgment and use of assumptions. In addition, the Company has applied judgment in
assessing the principal versus agent considerations for its transaction and processing services.
 Determining the fair value of
identifiable intangible assets following a business combination. The Company uses valuation techniques to determine the fair value of identifiable intangible assets acquired in a business combination, which are generally based on a forecast
of total expected future net discounted cash flows. These valuations are linked closely to the assumptions made by management regarding the future performance of the related assets and the discount rate applied as it would be assumed by a market
participant.
 Recoverable Amount of Goodwill. Our impairment test for goodwill is based on internal estimates of fair value
less costs of disposal calculations and uses valuation models such as the discounted cash flows model. Key assumptions on which management has based its determination of fair value less costs of disposal include estimated growth rates, discount
rates and tax rates. These estimates, including the methodology used, can have a material impact on the respective values and ultimately the amount of any goodwill impairment.

Provisions for Losses on Merchant Accounts. Disputes between a cardholder and a merchant arise periodically, primarily as a
result of customer dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction amount is refunded to the customer by the card issuing financial
institution, but the financial institution is refunded by the Company. The Company then charges back to the merchant the amount refunded to the financial institution. As such, the Company is exposed to credit risk in relation to the merchant since
the Company assumes the repayment to the merchant’s customer for the full amount of the transaction even if the merchant has insufficient funds to reimburse the Company. A provision for losses on merchant accounts is maintained to absorb
chargebacks for merchant transactions that have been previously processed and on which revenues have been recorded. The provision for losses on merchant accounts specifically comprises identifiable provisions for merchant transactions for which
losses can be estimated. Management evaluates the risk for such transactions and estimates the loss for disputed transactions based primarily on historical experience and other relevant factors. Management analyzes the adequacy of its provision for
losses on merchant accounts in each reporting period.
 Recoverable amount of tax balances for recognition of tax assets.
Deferred income tax assets reflect management’s estimate of operations of future fiscal years, timing of reversal of temporary differences and tax rates on the date of reversals, which may well change depending on governments’ fiscal
policies. Management must also assess whether it is more likely than not that deferred income tax assets will be realized and determine whether a valuation allowance is required on all or a portion of deferred income tax assets. 

Fair Value of Share-based Payment Transactions. The Company recognized compensation expense as a result of equity-settled
share-based payment transactions which are valued by reference to the fair value of the related instruments. Fair value of options granted was estimated using the Black-Scholes option pricing model. The risk-free interest rate is based on the yield
of a zero coupon U.S. government security with a maturity equal to the expected life of the option from the date of the grant. The assumption of expected volatility is based on the average historical volatility of comparable companies for
the period immediately preceding the option grant. The Company does not 

  
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anticipate paying any cash dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero in the option-pricing model. 

Recently Issued Accounting Standards Not Yet Adopted 

The IASB has issued new standards and amendments to existing standards which will be applicable to the Company beginning on January 1,
2022. There has been no significant updates to the standards and interpretations issued but not yet adopted described in the Note () of the Consolidated Financial Statements and the Interim Financial Statements. 

Outstanding Share Data 
 Our authorized
share capital consists of (i) an unlimited number of Subordinate Voting Shares, of which 55,844,914 were issued and outstanding as of May 7, 2021, (ii) an unlimited number of Multiple Voting Shares, of which 82,728,420 were issued and
outstanding as of May 7, 2021, and (iii) an unlimited number of Preferred Shares, issuable in series, none of which were outstanding as of May 7, 2021. The Subordinate Voting Shares are “restricted securities” within the
meaning of such term under applicable securities laws in Canada. 
 As of May 7, 2021, there were 3,219,460 options outstanding under
the Company’s legacy stock option plan dated September 21, 2017 and 3,451,694 options outstanding under the Company’s Amended and Restated Omnibus Incentive Plan. Each such option is or may become exercisable for one subordinate
Voting Shares. 
 As of May 7, 2021, there were 6,270 Deferred Share Units (“DSUs”) and 141,122 Performance Share Units
(“PSUs”) outstanding under the Company’s Amended and Restated Omnibus Incentive Plan. 
 Controls and Procedures 

Disclosure Controls and Procedures 

Disclosure controls and procedures (“DC&P”) are designed to provide reasonable assurance that information required to be
disclosed in documents filed with the securities regulatory authorities are recorded, processed, summarized and reported in a timely fashion. The DC&P are designed to ensure that information required to be disclosed by the Company in such
reports is then accumulated and communicated to the Company’s management to ensure timely decisions regarding required disclosure. The Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), along with
Management, have evaluated and concluded that the Company’s DC&P at March 31, 2021 provide reasonable assurance that significant information relevant to the Company, including information relating to its subsidiaries, is reported to
them during the preparation of document filed with the securities regulatory authorities. 
 Internal Controls over Financial Reporting 

The CEO and CFO are responsible for establishing and maintaining internal controls over financial reporting. The Company’s internal
controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The control framework that the
CEO and CFO used to design the Company’s internal controls over financial reporting is recognized by the Committee of Sponsoring Organizations of the Treadway Commission. The CEO and CFO have evaluated, or caused to be evaluated under their
supervision, whether there were changes to its internal controls over financial reporting during the period ended March 31, 2021 that have materially affected or are reasonably likely to materially affect the Company’s internal controls
over financial reporting. No such required changes were identified through their evaluation. 

  
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 Limitations of Controls and Procedures 

Management, including the CEO and CFO, believe that any DC&P or internal controls over financial reporting, no matter how well conceived
and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected.
These inherent limitations include the reality that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by unauthorized override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 

Limitation on Scope of Design 
 The
scope of design of internal controls over financial reporting and DC&P excluded the controls, policies, and procedures of Smart2Pay, which was acquired on November 2, 2020, and Base Commerce, which was acquired on January 1, 2021. On a
combined basis, these entities’ contributions to our consolidated statements of profit of loss and comprehensive income or loss for the three months ended March 31, 2021 was approximately 19% of total revenues. Additionally, as at
March 31, 2021, these entities’ current assets and current liabilities, on a combined basis, represented were approximately 22% and 14% of, respectively, our consolidated current assets and current liabilities, and combined non-current assets, which includes intangible assets and goodwill from these acquisitions, represented approximately 24% of our consolidated non-current assets. The amounts
recognized for the assets acquired and liabilities assumed as at the date of these acquisition are described in Note 4 of the Consolidated Financial Statements and the Interim Financial Statements.

Additional Information 
 Additional
information relating to the Company, including the Consolidated Financial Statements, the Interim Financial Statements and the AIF is available on SEDAR at www.sedar.com. 

  
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