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Alithya Group inc. Interim / Quarterly Report 2021

Feb 11, 2021

47696_rns_2021-02-11_06785c6a-60b5-4cd6-98b7-31ad80ddf718.pdf

Interim / Quarterly Report

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Interim Condensed Consolidated Financial Statements of Alithya Group inc.

For the three and nine months ended December 31, 2020 and 2019

(unaudited)

==> picture [135 x 54] intentionally omitted <==

TABLE OF CONTENTS

Page
Interim Consolidated Statements of Operations 3
Interim Consolidated Statements of Financial Position 4
Interim Consolidated Statements of Changes in Shareholders’ Equity 5
Interim Consolidated Statements of Comprehensive Loss 6
Interim Consolidated Statements of Cash Flows 7
Notes to Interim Condensed Consolidated Financial Statements for the three and nine months ended
December 31, 2020 and 2019
1.
Governing statutes and nature of operations
8
2.
Summary of significant accounting policies
8
3.
Leases
10
4.
Long-term debt
12
5.
Share capital
13
6.
Earnings per share
16
7.
Additional information on consolidated loss
17
8.
Financial expenses
17
9.
Supplementary cash flow information
18
10.
Segment and geographical information
18

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of Canadian dollars, except
per share data) (unaudited)
Revenues
Cost of revenues
Gross margin
Operating expenses
Selling, general and administrative expenses
Business acquisitions and integration costs
Depreciation
Amortization of intangibles
Foreign exchange loss (gain)
Operating loss
Financial expenses
Gain on recovery of note receivable
Gain on sale of subsidiary
Loss before income taxes
Income tax expense (recovery)
Current
Deferred
Net loss
Basic and diluted loss per share
Notes
7
7
8
6
For the three months ended
December 31,
2020
2019
$
$
70,606
66,245
50,178
46,084
20,428
20,161
20,421
17,745
500
1,374
900
878
2,703
2,716
47
30
24,571
22,743
(4,143)
(2,582)
870
608



(681)
(5,013)
(2,509)
(185)
(78)
(35)
(616)
(220)
(694)
(4,793)
(1,815)
(0.08)
(0.03)
For the nine months ended
December 31,
2020
$
70,606
50,178
20,428
20,421
500
900
2,703
47
24,571
(4,143)
870


(5,013)
(185)
(35)
(220)
(4,793)
(0.08)
2020
2019
$
$
209,672
205,826
150,109
143,805
59,563
62,021
59,983
55,248
1,603
3,464
2,709
2,474
9,249
7,798
399
(3)
73,943
68,981

(14,380)
(6,960)
2,425
1,679
(660)


(681)

(16,145)
(7,958)
1,050
(58)
(2,382)
(2,208)
(1,332)
(2,266)

(14,813)
(5,692)

(0.25)
(0.10)

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

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

| 3

INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at
(in thousands of Canadian dollars) (unaudited)
Assets
Current assets
Cash
Accounts receivable and other receivables
Income taxes receivable
Unbilled revenue
Tax credits receivable
Prepaids
Non-current assets
Restricted cash
Income taxes receivable
Tax credits receivable
Property and equipment
Right-of-use assets
Intangibles
Deferred tax assets
Goodwill
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued liabilities
Deferred revenue
Current portion of lease liabilities
Current portion of long-term debt
Non-current liabilities
Long-term debt
Lease liabilities
Deferred tax liabilities
Shareholders' equity
Share capital
Deficit
Accumulated other comprehensive income
Contributed surplus
December 31,
March 31,
2020
2020
$
$
9,429
8,810
57,853
67,662
1,186
2,154
12,072
8,015
5,849
5,889
4,917
3,195
91,306
95,725
3,228
2,212

136
6,169
7,015
8,684
7,172
12,462
11,492
39,463
51,804
6,398
4,652
73,468
77,608
241,178
257,816
44,283
50,327
11,777
9,602
1,577
1,559
280
1,143
57,917
62,631
54,462
52,086
15,269
11,673
3,334
4,057
130,982
130,447
195,967
195,335
(93,665)
(78,780)
409
6,123
7,485
4,691
110,196
127,369
241,178
257,816
Notes
3
3
4
4
3
5

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

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

| 4

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the nine months ended December 31,

(in thousands of Canadian dollars, except share data) (unaudited)

Balance as at March 31, 2020
Net loss
Other comprehensive loss
Total comprehensive loss
Share-based compensation
Share-based compensation on shares vested during the period, issued on
business acquisitions
Repurchase of equity interests issued on business acquisitions
Issuance of Subordinate VotingShares from settlement of DSU
Total contributions by,and distributions to,shareholders
Balance as at December 31, 2020
Balance as at March 31, 2019
Net loss
Other comprehensive loss
Total comprehensive loss
Share-based compensation
Issuance of Subordinate Voting Shares from exercise of stock options
Share-based compensation on shares vested during the period, issued on
business acquisitions
Issuance of Subordinate Voting Shares from settlement of DSU
Acquisition of Matricis Informatique Inc.
Acquisition of Alithya Travercent LLC
Total contributions by,and distributions to,shareholders
Balance as at December 31, 2019
Notes
5
5
5
Shares
outstanding
Number
58,073,517




157,882

7,718
165,600
58,239,117
55,665,476




30,151

5,514
473,646
1,274,510
1,783,821
57,449,297
Share capital
$
195,335




600

32
632
195,967
186,861




116
305
23
1,800
3,870
6,114
192,975
Deficit
$
(78,780)
(14,813)

(14,813)


(72)

(72)
(93,665)
(39,113)
(5,692)

(5,692)







(44,805)
Accumulated other
comprehensive
income(loss)
$
6,123

(5,714)
(5,714)





409
1,469

(2,488)
(2,488)







(1,019)
Contributed
surplus
Total
$
$
4,691
127,369

(14,813)

(5,714)

(20,527)
1,154
1,154
2,876
3,476
(1,204)
(1,276)
(32)

2,794
3,354
7,485
110,196
2,239
151,456

(5,692)

(2,488)

(8,180)
722
722
(21)
95
379
684
(23)


1,800

3,870
1,057
7,171
3,296
150,447

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

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

| 5

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands of Canadian dollars) (unaudited)
Net loss
Other comprehensive loss
Items that may be classified subsequently to profit or loss
Cumulative translation adjustment on consolidation of
foreign subsidiaries
Comprehensive loss
For the three months ended
December 31,
2020
2019
$
$
(4,793)
(1,815)
(2,316)
(1,649)
(2,316)
(1,649)
(7,109)
(3,464)
For the nine months ended
December 31,
2020
$
(4,793)
(2,316)
(2,316)
(7,109)
2020
2019
$
$

(14,813)
(5,692)
(5,714)
(2,488)
(5,714)
(2,488)

(20,527)
(8,180)

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

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

| 6

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended
December 31,
For the three months ended
December 31,
For the nine months ended
December 31,
(in thousands of Canadian dollars) (unaudited)
Operating activities
Net loss
Items not affecting cash
Depreciation and amortization
Amortization of finance costs
Share-based compensation
Unrealized foreign exchange loss (gain)
Foreign exchange gain on repayment of long-term debt
Forgiveness of PPP loan
Interest accretion on balances of purchase payable
Loss on disposal of property and equipment
Other
Gain on sale of subsidiary
Deferred taxes
Changes in non-cash working capital items
Net cash from operating activities
Investing activities
Additions to property and equipment, net of disposals
Additions to intangibles
Repurchase of equity interests issued on business
acquisitions
Restricted cash
Short-term deposits
Business acquisitions and divestiture, net of cash acquired
Right-of-use assets
Net cash used in investing activities
Financing activities
Increase in long-term debt, net of related transaction costs
Repayment of long-term debt
Repayment of lease liabilities
Exercise of stock options
Lease incentives
Net cash from financing activities
Effect of exchange rate changes
Net change in cash
Cash, beginning of period
Cash, end of period
Cash paid (included in cash flow used in operating activities)
Interest paid
Income taxes paid
Notes
8
4
8
9
5
2020 2019 2020
2019
$
(4,793)
3,603
63
1,406
49

(609)
208

(5)

(35)
1,176
$
(1,815)
3,594
55
723
118


71


(681)
(616)
6,632
$
$
(14,813)
(5,692)
11,958
10,272
179
183
4,629
1,406
(258)
107
(610)

(609)

627
127
204

(128)


(681)
(2,382)
(2,208)
2,940
8,150
5,856 9,896 16,550
17,356
1,063 8,081 1,737
11,664
(985)
(160)
(1,276)
(5)


(1,745)
(47)

(12)
(2)
(7,386)
(1,744)
(2,857)
(166)
(47)
(1,276)

(1,016)
(35)

(6)

(7,386)

222
(2,426) (9,192) (4,202)
(10,109)
9,988
(7,470)
(332)

19,808
(12,807)
(372)

45,209
40,710
(41,990)
(33,300)
(886)
(1,351)

96
917
2,186 6,629 3,250
6,155
(65) (314) (166)
(720)
758
8,671
5,204
14,587
619
6,990
8,810
12,801
9,429 19,791 9,429
19,791
324
136
412
60
1,216
1,182
327
347

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

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

| 7

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 2020 AND 2019

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

1. GOVERNING STATUTES AND NATURE OF OPERATIONS

Alithya Group inc. (“Alithya” or the “Company”) (formerly 9374-8572 Québec Inc.) was incorporated on March 8, 2018 under the Business Corporations Act (Quebec). The Company was created for the purpose of the business combination between Alithya Canada Inc. (formerly Alithya Group Inc.), incorporated on April 2, 1992 under the Companies Act (Québec), now the Business Corporations Act (Québec), Alithya USA, Inc. (formerly Edgewater Technology, Inc.), a corporation governed under the laws of Delaware and previously listed on the NASDAQ Global Market and 9374-8572 Delaware Inc., a corporation governed under the laws of Delaware and a whollyowned subsidiary of the Company. As of the opening of markets, on November 2, 2018, the Company’s Class A subordinate voting shares (the “Subordinate Voting Shares”) commenced trading on the Toronto Stock Exchange (“TSX”) and on the NASDAQ Capital Market (“NASDAQ”) under the symbol “ALYA”.

The Company and its subsidiaries (the “Group”) are leaders in strategy and digital transformation. Alithya's integrated offering is based on four pillars of expertise: business strategy, application services, enterprise solutions and data and analytics. The Group deploys solutions, services, and skill sets to craft tools tailored to its client’s unique business needs in the financial services, manufacturing, renewable energy, telecommunications, transportation and logistics, professional services, healthcare, and government sectors.

The Company is the Group’s ultimate parent company and its head office is located at 1100, Robert-Bourassa Boulevard, Suite 400, Montréal, Quebec, Canada, H3B 3A5.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These interim condensed consolidated financial statements have been prepared in accordance with the accounting policies adopted in the most recent annual consolidated financial statements for the year ended March 31, 2020.

The accounting policies have been applied consistently by all Alithya entities.

BASIS OF PREPARATION

Statement of Compliance

The Company’s interim condensed consolidated financial statements are presented in Canadian dollars, which is also the parent company’s functional currency. They have been prepared in accordance with IAS 34 - Interim Financial Reporting. They do not include all of the information required in annual financial statements in accordance with International Financial Reporting Standards ("IFRS"), and should be read in conjunction with the consolidated financial statements for the year ended March 31, 2020.

These interim condensed consolidated financial statements were approved and authorized for issue by the Board of Directors (the “Board”) on February 10, 2021.

Basis of Measurement and Comparative Figures

The interim condensed consolidated financial statements have been prepared on an accrual basis and under the historical cost basis except for certain assets and liabilities initially recognized in connection with business combinations, which are measured at fair value.

Certain figures have been reclassified to conform to the current year presentation.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

| 8

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 2020 AND 2019

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

SIGNIFICANT MANAGEMENT JUDGEMENT IN APPLYING ACCOUNTING POLICIES AND ESTIMATION UNCERTAINTY

The preparation of these interim condensed consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the amounts reported as assets, liabilities, income and expenses in the interim condensed consolidated financial statements. Actual results could differ from those estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which they occur and in any future periods affected.

Assessment of COVID-19 impact

As a result of the continued and uncertain economic and business impact of the COVID-19 pandemic, the Group has reviewed its estimates, judgments and assumptions used in the preparation of its interim condensed consolidated financial statements, including the determination of whether indicators of impairment exist for its tangible and intangible assets, including goodwill, estimated losses on revenue from fixed-fee arrangement contracts, the credit risk of its counterparties, and the estimates and judgments used for the measurement of its deferred tax assets. The estimates, judgments and assumptions used were the same as those applied in the Group's last annual audited financial statements for the year ended March 31, 2020.

As the situation is evolving and the impact of the COVID-19 pandemic on the Group’s operations and financial conditions will be impacted by the duration of government-mandated measures and overall customer demand, revisions may be required in future periods to estimates and assumptions. Although management expects the COVID-19 pandemic related disruptions to continue beyond fiscal 2021, management believes that the Group’s long-term estimates and assumptions do not require further revisions, however management continues to monitor and evaluate the situation and its impact on the Group’s business.

FUTURE ACCOUNTING STANDARDS

At the date of authorization of these interim condensed consolidated financial statements, certain new standards, amendments and interpretations, and improvements to existing standards have been published by the IASB but are not yet effective and have not been adopted early by the Group. Management anticipates that all the relevant pronouncements will be adopted in the first reporting period following the date of application. Information on new standards, amendments and interpretations, and improvements to existing standards, which could potentially impact the Group’s consolidated financial statements, are detailed as follows:

New Standards and Interpretations Issued but Not Yet Effective

On January 23, 2020, the IASB issued amendments to IAS 1 - Presentation of Financial Statements, to clarify the classification of liabilities as current or non-current. In July 2020, the IASB issued final amendments to defer the effective date to annual periods beginning on or after January 1, 2023. Early adoption is permitted. For the purposes of non-current classification, the amendments removed the requirement for a right to defer settlement or roll over of a liability for at least twelve months to be unconditional. Instead, such a right must have substance and exist at the end of the reporting period. The amendments also clarify how a company classifies a liability that includes a counterparty conversion option. The amendments state that: settlement of a liability includes transferring a company’s own equity instruments to the counterparty; and when classifying liabilities as current or non-current, a company can ignore only those conversion options that are recognized as equity. Management is currently assessing, but has not yet determined, the impact of this new standard on the Group’s consolidated financial statements.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

| 9

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 2020 AND 2019

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

On May 14, 2020, the IASB published Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37), which specifies which costs a company includes when assessing whether a contract will be loss-making. The amendments are effective for annual periods beginning on or after January 1, 2022. Management is currently assessing, but has not yet determined, the impact on the Group’s consolidated financial statements.

On May 28, 2020, the IASB published COVID-19-Related Rent Concessions (Amendment to IFRS 16), which amends IFRS 16, Leases, to provide lessees with a practical expedient that relieves lessees from assessing whether a COVID-19-related rent concession is a lease modification. The amendments are effective for annual periods beginning on or after June 1, 2020 and will be applied retrospectively. Management has completed its analysis of the guidance and does not expect it to materially impact the Group’s consolidated financial statements.

Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Group’s consolidated financial statements.

3. LEASES

Right-of-use assets

The following right-of-use assets relate to right-of-use real estate:

As at December 31,
2020
March 31, 2020
$
$
11,492
6,509
2,570
7,262

(381)
(1,426)
(2,090)
24
3
(198)
189
12,462
11,492
Beginning balance as at April 1, 2020 and 2019
Additions
Terminations
Depreciation
Lease inducement allowance
Exchange rate effect
Ending balance

Lease liabilities

As at December 31,
2020
March 31, 2020
$
$
13,232
6,668
2,570
7,257

(381)
(104)

(1,331)
(2,129)
2,243
1,249
445
375
(209)
193
16,846
13,232
1,577
1,559
15,269
11,673
Beginning balance as at April 1, 2020 and 2019
Additions
Terminations
Adjustment
Lease payments
Lease incentives
Lease interest
Exchange rate effect
Ending balance
Current portion

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

| 10

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 2020 AND 2019

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

3. LEASES (CONT'D)

Contractual lease payments under the lease liabilities as at December 31, 2020 are as follows:

As at December 31,
2020
Less than one year
One to two years
Two to five years
More than five years
Total undiscounted lease payments at period end
$
2,191
2,308
6,682
8,634
19,815

Amounts recognized in net loss

As at For the three months ended
December 31,
2020
2019
For the three months ended
December 31,
2020
2019
For the nine months ended
December 31,
2020
2019
Interest on lease liabilities
Expenses relating to short-term leases
Variable lease payments
$
155

573
728
$
136
65
603
804
$
$
445
278

105
1,981
1,429
2,426
1,812

Total cash outflow for leases for the three and nine months ended December 31, 2020 was $1,060,388 and $3,312,081, respectively, and $1,175,589 and $3,162,813 for the three and nine months ended December 31, 2019, respectively.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

| 11

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 2020 AND 2019

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

4. LONG-TERM DEBT

The following table summarizes the Group’s long-term debt:

As at December 31,
March 31,
Senior secured revolving credit facility_(a)
Balance of purchase payable with a nominal value of $3,100,000, non-interest bearing (5.8 %
effective interest rate) payable April 3, 2022
Balance of purchase payable with a nominal value of $1,800,000, non-interest bearing (6.0 %
effective interest rate), payable on October 1, 2022
Balance of purchase payable with a nominal value of $8,704,673 (US$6,825,000), non-interest
bearing (6.0 % effective interest rate), payable on December 13, 2022
Balance of purchase payable with a nominal value of $3,258,750, non-interest bearing (5.7 %
effective interest rate) payable on February 1, 2022
Unsecured promissory notes (US$5,825,000)
(b)
Deferral of employment tax payments (US$1,877,894)
(c)_
Other
Unamortized transaction costs (net of accumulated amortization of $413,753 and $234,858)
Current portion of long-term debt
2020
2020
$
$
29,477
37,615
2,960
2,877
1,626
1,556
7,769
8,232
3,069
2,944
7,428

2,395

280
347
(262)
(342)
54,742
53,229
280
1,143
54,462
52,086

(a) The senior secured revolving credit facility (the "Credit facility") is available to a maximum amount of $60,000,000 and can be drawn in Canadian and the equivalent amount in U.S. dollars. It is available in prime rate advances, LIBOR advances, bankers’ acceptances and letters of credit up to $2,500,000.

The advances bear interest at the Canadian or U.S. prime rate, plus an applicable margin ranging from 0.00% to 1.50%, or bankers’ acceptances or LIBOR rates, plus an applicable margin ranging from 1.00% to 2.75%, as applicable for Canadian and U.S. advances, respectively. Until June 30, 2021, the applicable margin on the Canadian or U.S. advances and the bankers' acceptances and LIBOR advances is set at 1.50% and 2.75%, respectively. Thereafter, the applicable margin will be determined based on threshold limits for certain financial ratios.

As security for the Credit Facility, Alithya provided a first ranking hypothec on the universality of its assets excluding leased equipment and Investissement Quebec’s first ranking lien on tax credits receivable for the financing related to refundable tax credits, to a maximum of $7,500,000. Under the terms of the agreement, the Group is required to maintain certain financial covenants which are measured on a quarterly basis. A monthly minimum availability test is also applicable until March 31, 2021. The Credit Facility matures in 2022 and is renewable for additional one-year periods at the lender’s discretion.

The Group was in compliance with all of its financial covenants as at December 31, 2020 and March 31, 2020.

(b) As a result of the COVID-19 pandemic, on May 5, 2020, certain U.S. subsidiaries of the Company received funding under the Paycheck Protection Program ("PPP") of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") administered by the U.S. Small Business Administration ("SBA") and entered into unsecured promissory notes (the "Notes"). The Notes have a term of five years at an interest rate of 1% per annum, with a deferral of payments for the initial six months of the loan, with respect to any portion of the Notes which is not forgiven as described below.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

| 12

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 2020 AND 2019

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

4. LONG-TERM DEBT (CONT'D)

Under the terms of the CARES Act, PPP loan recipients can apply for forgiveness for all or a portion of loans granted under the PPP. Such forgiveness will be determined, subject to limitations and ongoing rule making by the SBA, based on the timely use of loan proceeds for payroll costs, including payments required to continue group health care benefits, and certain rent, utility, and mortgage interest costs and the maintenance of employee and compensation levels. While there is no assurance the Company will obtain forgiveness of the PPP loan in whole or in part, the Company has used the proceeds of the Notes for qualifying expenses.

The Company recorded full loan forgiveness, for one of the Group's U.S. subsidiaries, following confirmation of forgiveness, in the amount of US$475,000 ($608,728). The amount has been recorded as a reduction of cost of revenues and selling, general and administrative expenses in the amounts of $533,686 and $75,042, respectively. The remaining PPP loans are still under review for forgiveness.

(c) The CARES Act allows employers to defer the payments of the employer share of social security taxes during the period beginning on March 27, 2020 and ending on the earlier of December 31, 2020 or the date the Company receives a decision from the lender that the PPP loan is forgiven. The payment of the deferred social security taxes is due fifty percent on December 31, 2021 and the remaining amount on December 31, 2022.

5. SHARE CAPITAL

Subordinate Voting Shares Subordinate Voting Shares Multiple Voting Shares
Beginning balance as at April 1, 2020
Share-based compensation on shares vested
during the period, issued on business acquisitions
Settlement of deferred share units
As at December 31, 2020
Number of shares
50,904,533
157,882
7,718
51,070,133
$
191,820
600
32
192,452
Number of shares
$
7,168,984
3,515




7,168,984
3,515

During the nine months ended December 31, 2020, the following transactions occurred:

  • As part of the Matricis Acquisition, 157,882 Subordinate Voting Shares, with a total value of $600,000, reclassified from contributed surplus, were issued as settlement of the first anniversary share consideration rights.

  • As part of the Travercent Acquisition, the Company elected not to convert the first anniversary share consideration rights into Subordinate Voting Shares but rather to settle for total cash consideration of US $975,000 ($1,276,175). This resulted in a repurchase of a vested equity instrument, which has been recorded as a reduction of retained earnings and contributed surplus in the amounts of $72,237 and $1,203,938, respectively. The Company continues to account for the December 13, 2021 and 2022 anniversary share consideration rights as an equity instrument.

  • 7,718 deferred share units ("DSU") were settled and 7,718 Subordinate Voting Shares were issued with an approximate value of $32,000, reclassified from contributed surplus.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 2020 AND 2019

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

5. SHARE CAPITAL (CONT'D)

Share purchase plan

Under the Company’s share purchase plan, the Group contributes an amount equal to a percentage of the employee’s basic contribution, depending on the position held by the employee. The employee may make additional contributions, for total employee contributions, including basic contributions, of up to 10% of the annual gross salary. However, the Group does not match contributions in the case of such additional contributions. The employee and the Group’s contributions are remitted to an independent administrative agent who purchases Subordinate Voting Shares on the open market on behalf of the employee through either the TSX or NASDAQ. The Group's contribution expense is recognized as share-based compensation.

Long-Term Incentive Plan (the “Plan”)

The Company operates a plan which provides for awards of stock options, restricted shares, restricted share units, performance share units, DSU, and share appreciation rights to eligible employees and directors of the Company and its subsidiaries, all of which once exercised or settled result in the issuance of Subordinate Voting Shares.

Stock options

Under the Company’s Plan, the Board may grant, at its discretion, stock options to purchase Subordinate Voting Shares to eligible employees and directors of the Company and its subsidiaries. The Board establishes the exercise price at the time the stock options are granted, where the exercise price must in all cases be not less than the greater of the closing price of such shares on the TSX and NASDAQ on the business day immediately prior to the grant date. Stock options vest, as set out in the applicable award agreement between the participant and the Company, which may include performance-based vesting conditions. Vesting is generally four years from the date of grant and the stock options may be exercised by the tenth anniversary of the grant date, except in the event of death, disability, retirement or termination of employment. The Plan provides that the aggregate number of Subordinate Voting Shares issuable pursuant to any type of awards under the Plan shall not exceed 10% of the aggregate number of Subordinate Voting Shares and Class B multiple voting shares (the "Multiple Voting Shares") issued and outstanding from time to time.

The following table presents information concerning stock option activity for the period:

Number of
stock options
Weighted
average
exerciseprice
Beginning balance as at April 1, 2020
Granted
Forfeited
Expired
Ending balance as at December 31, 2020
Exercisable at period end
$
3,172,289
3.72
755,000
2.26
(126,235)
4.98
(5,959)
3.44
3,795,095
3.39
1,845,358
3.25

Included in the 1,845,358 of stock options exercisable as at December 31, 2020, 963,160 stock options are available to purchase Multiple Voting Shares.

On June 23, 2020, Alithya issued 570,000 and 185,000 stock options, to purchase a total of 755,000 Subordinate Voting Shares at an exercise price of $2.26 and US$1.67, respectively.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 2020 AND 2019

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

5. SHARE CAPITAL (CONT'D)

Deferred Share Units

Under the Plan, the Board, subject to the provisions of the Plan and such other terms and conditions, may grant DSU to obtain Subordinate Voting Shares to qualified employees and directors of the Company and its subsidiaries. The DSU shall be settled on the date as set out in the applicable award agreement, between the participant and the Company, however not earlier than the participant’s termination date. If the agreement does not establish a settlement date then it shall be on the 90th day following the participant’s termination date for eligible Canadian participants and not earlier than on the date that is six months after the termination date for eligible U.S. participants.

The following table presents information concerning DSU activity for the period:

Number of
DSU
Weighted
average
exerciseprice
Beginning balance as at April 1, 2020
Granted
Settled
Ending balance as at December 31, 2020
$
140,885
3.48
161,486
2.53
(7,718)
4.16
294,653
2.94

On June 30, 2020, 66,840 fully vested DSU, in aggregate, were granted to non-employee directors of the Company at a fair value of $2.10, per DSU, for an aggregate fair value of $140,364. The amounts have been recorded in share-based compensation expense.

On September 30, 2020, 46,405 fully vested DSU, in aggregate, were granted to non-employee directors of the Company at a fair value of $2.89, per DSU, for an aggregate fair value of $134,110. The amounts have been recorded in share-based compensation expense.

On December 31, 2020, 48,241 fully vested DSU, in aggregate, were granted to non-employee directors of the Company at a fair value of $2.78 per DSU, for an aggregate fair value of $134,110. The amounts have been recorded in share-based compensation expense.

Restricted Share Units ("RSU")

Under the Plan, the Board, subject to the provisions of the Plan and such other terms and conditions, may grant RSU to obtain Subordinate Voting Shares to qualified employees and directors of the Company and its subsidiaries. The RSU shall vest on the third anniversary of the date of grant and will settle as soon as practicable following the expiry of the vesting period, unless otherwise specified by the Board at the time of grant.

On June 23, 2020, 181,498 RSU, in aggregate, vesting one year from the date of grant, were granted to employees of the Company subject to the terms set out in the award agreement at a fair value of $2.26, per RSU, for an aggregate fair value of $410,185. Share-based compensation expense for the three and nine months ended December 31, 2020 was $101,488 and $212,571, respectively.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 2020 AND 2019

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

5. SHARE CAPITAL (CONT'D)

Share-Based Compensation

The number of Alithya stock options granted to employees during the nine months ended December 31, 2020 and 2019, the related compensation expense recorded, and the assumptions used to determine share-based compensation expense, using the Black-Scholes stock option pricing model, were as follows:

Period ended December 31,
Compensation expense related to the options granted
Number of stock options granted
Weighted average fair value of options granted
Aggregate fair value of options granted
Weighted average assumptions
Share price
Exercise price
Risk-free interest rate
Expected volatility*
Dividend yield
Expected option life (years)
Vesting conditions – time (years)
2020
2019
106
238
755,000
970,500
$0.81
$1.13
609
1,096
$2.26
$3.63
$2.26
$3.63
0.46 %
1.79 %
35 %
30 %


6.6
5.7
3.2
2.7

* Determined on the basis of observed volatility in publicly traded companies operating in similar industries.

6. EARNINGS PER SHARE

For the three months ended
December 31,
For the three months ended
December 31,
For the nine months ended
December 31,
Net loss
Weighted average number of common shares outstanding
Basic and diluted loss per share
2020
$
(4,793)
58,237,401
(0.08)
2019
$
(1,815)
56,414,324
(0.03)
2020
2019
$
$
(14,813)
(5,692)
58,132,638
55,919,574
(0.25)
(0.10)

The stock options mentioned in Note 5 were not included in the calculation of diluted earnings per share since the Company suffered losses and the inclusion of these stock options would have an antidilutive effect.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 2020 AND 2019

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

7. ADDITIONAL INFORMATION ON CONSOLIDATED LOSS

The following table provides additional information on the consolidated loss:

For the three months ended
December 31,
For the three months ended
December 31,
For the nine months ended
December 31,
Employee compensation costs
Tax credits
Selling expenses(1)
General and administrative expenses(1)
Depreciation of property and equipment
Depreciation of right-of-use assets
2020
$
51,672
(1,618)
11,237
9,184
445
455
2019
$
45,758

(1,448)
9,891
7,854
305
573
2020
2019
$
$
155,341
141,286

(4,865)
(3,519)
34,875
30,222
25,108
25,026
1,283
849
1,426
1,625

(1) Including related employee compensation costs.

Certain subsidiaries within the Group have applied for COVID-19 financial relief in Canada under the Canada Emergency Wage Subsidy (“CEWS”) program. The CEWS program is a wage subsidy program launched by the Canadian federal government to qualifying employers to subsidize payroll costs during the COVID-19 pandemic. The qualified subsidy amounts received under the CEWS program are non-repayable. During the three and nine months ended December 31, 2020, the subsidiaries recorded subsidies of $484,298 and $2,504,002, respectively.

On October 14, 2020, the Canadian federal government adopted new rules under the CEWS program, including the extension to June 2021 among other important changes. Based on the new rules, certain subsidiaries within the Group may be eligible to receive further funding. Management continues to assess eligibility under these new rules. However, since those amounts will be determined based on actual future revenues, it is not yet possible to provide a reasonable estimate of their expected amount.

During the three and nine months ended December 31, 2020, Alithya France SAS (formerly Alithya Consulting SAS), a subsidiary located in France, received approximately €82,000 and €401,000 ($124,212 and $616,212), respectively, pursuant to the French government’s partial activity program. The program is subject to certain annual limits per employee.

8. FINANCIAL EXPENSES

The following table summarizes financial expenses:

For the three months ended
December 31,
For the three months ended
December 31,
For the nine months ended
December 31,
Interest on long-term debt
Interest and financing charges
Interest on lease liabilities
Amortization of finance costs
Interest accretion on balances of purchase payable
Interest income
2020
$
307
141
156
63
208
(5)
870
2019
$
258
95
135
55
71
(6)
608
2020
2019
$
$
864
881
329
245
445
277
179
183
627
127
(19)
(34)
2,425
1,679

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 2020 AND 2019

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

9. SUPPLEMENTARY CASH FLOW INFORMATION

Net change in non-cash working capital items is as follows:

For the three months ended
December 31,
For the three months ended
December 31,
For the nine months ended
December 31,
Accounts receivable and other receivables
Income taxes receivable
Unbilled revenue
Tax credits receivable
Prepaids
Accounts payable and accrued liabilities
Deferred revenue
2020
$
2,379
(100)
(738)
(1,287)
(2,431)
1,573
1,780
1,176
2019
$
4,587
(149)
1,469

(1,290)

(90)
994
1,111
6,632
2020
2019
$
$
6,684
11,526
910
(591)
(4,214)
(68)

893
366
(1,906)
76
(2,158)
(4,723)
2,731
1,564
2,940
8,150

10. SEGMENT AND GEOGRAPHICAL INFORMATION

The Company has examined its activities and has determined, based on information received on a regular basis by the decision-makers, that it has a single reportable segment.

Revenues by geographic location

The following table presents total external revenues by geographic location:

For the three months ended December 31, For the nine months ended December 31,
Canada
U.S.
Europe
2020
$
%
40,029
56.7
27,598
39.1
2,979
4.2
70,606
100.0
2019
$
%
36,732
55.4
26,420
39.9
3,093
4.7
66,245
100.0
2020
$
%
117,335
56.0
84,953
40.5
7,384
3.5
209,672
100.0
2019
$
40,029
27,598
2,979
70,606
$
36,732
26,420
3,093
$
117,335
84,953
7,384
209,672
$
%
109,638
53.3
86,657
42.1
9,531
4.6
205,826
100.0
66,245

Long-lived assets by geographic location

The following table presents the total net book value of the Group’s long-lived assets by geographic location:

As at December 31, March 31,
Canada
U.S.
Europe
2020
$
%
64,141
47.8
68,728
51.3
1,208
0.9
134,077
100.0
2020
$
64,141
68,728
1,208
134,077
$
%
64,143
43.3
82,607
55.8
1,326
0.9
148,076
100.0

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2020 and 2019

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