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Alithya Group inc. Interim / Quarterly Report 2022

Aug 12, 2021

47696_rns_2021-08-12_eec1e6b2-e5c8-4f4e-93ad-2e3ebbb9107d.pdf

Interim / Quarterly Report

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Interim Condensed Consolidated Financial Statements of Alithya Group inc.

For the three months ended June 30, 2021 and 2020 (unaudited)

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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 months ended June 30,
2021 and 2020
1. Governing statutes and nature of operations 8
2. Summary of significant accounting policies 8
3. Business combination 11
4. Leases 13
5. Intangibles 14
6. Goodwill 15
7. Long-term debt 15
8. Share capital 17
9. Earnings per share 19
10. Additional information on consolidated loss 20
11. Financial expenses 20
12. Supplementary cash flow information 21
13. Segment and geographical information 21

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 acquisition and integration costs
Depreciation
Amortization of intangibles
Foreign exchange loss
Operating loss
Financial expenses
Loss before income taxes
Income tax expense (recovery)
Current
Deferred
Net loss
Basic and diluted loss per share
For the three months ended June
30,
Notes
10
10
5
11
9
2021
2020
$
$
102,921
70,711
74,581
50,308
28,340
20,403
22,747
19,416
3,943
913
1,553
882
3,380
3,654
68
8
31,691
24,873
(3,351)
(4,470)
949
728
(4,300)
(5,198)
(48)
789
(2,220)
(1,458)
(2,268)
(669)
(2,032)
(4,529)
(0.02)
(0.08)

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 months ended June 30, 2021 and 2020

| 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
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
Income taxes payable
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 (loss) income
Contributed surplus
June 30,
March 31,
2021
2021
$
$
10,653
6,903
81,114
69,363

642
19,710
9,924
4,805
4,936
3,227
3,923
119,509
95,691
3,238
3,233
12,915
7,809
10,206
8,449
14,542
11,118
85,633
36,590
6,595
7,465
113,025
72,906
365,663
243,261
75,683
51,571
10,167
10,288
487

2,715
1,923
51,733
35,134
140,785
98,916
10,617
19,817
16,464
13,536
10,933
2,980
178,799
135,249
278,122
197,537
(98,222)
(96,190)
(1,126)
(508)
8,090
7,173
186,864
108,012
365,663
243,261
Notes
4
5
6
4
7
7
4
8

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 months ended June 30, 2021 and 2020

| 4

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the three months ended June 30,

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

Balance at March 31, 2021
Net loss
Other comprehensive loss
Total comprehensive loss
Share-based compensation
Share-based compensation on shares vested during the period, issued on
business acquisitions
Acquisition of R3D ConsultingInc.
Total contributions by,and distributions to,shareholders
Balance as at June 30, 2021
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
Issuance of Subordinate VotingShares from settlement of DSUs
Total contributions by,and distributions to,shareholders
Balance as at June 30, 2020
Notes
8
Shares
outstanding
Number
58,695,438





25,182,676
25,182,676
83,878,114
58,073,517





7,718
7,718
58,081,235
Share capital
$
197,537





80,585
80,585
278,122
195,335





32
32
195,367
Deficit
$
(96,190)
(2,032)

(2,032)




(98,222)
(78,780)
(4,529)

(4,529)




(83,309)
Accumulated other
comprehensive
income(loss)
$
(508)

(618)
(618)




(1,126)
6,123

(2,328)
(2,328)




3,795
Contributed
surplus
Total
$
$
7,173
108,012

(2,032)

(618)

(2,650)
439
439
478
478

80,585
917
81,502
8,090
186,864
4,691
127,369

(4,529)

(2,328)

(6,857)
319
319
1,246
1,246
(32)

1,533
1,565
6,224
122,077

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 months ended June 30, 2021 and 2020

| 5

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
For the three months ended June
30,
(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
2021
2020
$
$
(2,032)
(4,529)
(618)
(2,328)
(618)
(2,328)
(2,650)
(6,857)

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 months ended June 30, 2021 and 2020

| 6

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended June
30,
(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 gain
Foreign exchange loss (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
Deferred taxes
Changes in non-cash working capital items
Net cash from operating activities
Investing activities
Additions to property and equipment
Additions to intangibles
Restricted cash
Business acquisition, net of cash acquired
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
Lease incentives
Net cash from (used) in 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) from operating activities)
Interest paid
Income taxes paid (recovered)
Notes
11
7
11
12
3
2021
2020
$
$
(2,032)
(4,529)
4,933
4,536
63
53
917
1,565
(2)
(332)
3
(197)
(5,868)

207
210

147

(122)
(2,220)
(1,458)
4,525
7,490
2,558
11,892
526
7,363
(341)
(607)

(2)
(5)
(1,006)
(401)

(747)
(1,615)
27,535
17,741
(23,080)
(18,569)
(462)
(288)

917
3,993
(199)
(22)
(82)
3,750
5,467
6,903
8,810
10,653
14,277
660
460
(902)
2

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 months ended June 30, 2021 and 2020

| 7

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020

(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”) and its subsidiaries (collectively with Alithya, the “Group”) are leaders in strategy and digital transformation. Alithya's integrated offer is based on four pillars of expertise: business strategies,enterprise cloud solutions, application services, and data and analytics. The Group deploys leading-edge solutions, services, and skill to develop tools designed to meet the unique needs of customers in a variety of sectors, including financial services, manufacturing, renewable energy, telecommunications, transportation and logistics, professional services, healthcare, and government.

The Company’s Class A subordinate voting shares (the “Subordinate Voting Shares”) trades on the Toronto Stock Exchange (“TSX”) and on the NASDAQ Capital Market (“NASDAQ”) under the symbol “ALYA”.

The Company is the Group’s ultimate parent company and its head office is located at 1100, Robert-Bourassa Boulevard, Suite 400, Montréal, Québec, 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, 2021, except for changes as detailed below.

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, 2021.

These interim condensed consolidated financial statements were approved and authorized for issue by the Board of Directors (the “Board”) on August 11, 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.

INTANGIBLES

Intangible assets consist mainly of customer relationships, non-compete agreements, internal-use business solutions and software licenses and tradenames. Internal use business solutions and software licenses (“Software”) are recorded at cost. In addition, internal-use business solutions developed internally are capitalized when they meet specific capitalization criteria related to technical and financial feasibility and when the Group demonstrates its ability and intention to use them. Amortization of internal-use business solutions commences once the solution is available for use. Customer relationships, internal-use business solutions and software licenses acquired through business combinations are initially recorded at their fair value. The Group amortizes its intangible assets using the straight-line method over their estimated useful lives, as follows:

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three months ended June 30, 2021 and 2020

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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020

(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)

Method Period
Customer relationships Straight line 3 - 10 years or over the term
of the underlying contract
Non-compete agreements Straight line 3 - 10 years
Software Straight line 3 years
Tradenames - Indefinite

The residual value, depreciation method and useful life of each asset are reviewed at least once a year, at the reporting date.

SHARE-BASED COMPENSATION PLANS

Share purchase plan

The Company operates a share purchase plan for eligible employees of the Company and its subsidiaries. Under this plan, the Group matches the contributions made by employees up to a maximum percentage of the employee's salary. The Group’s contributions to the plan are recognized in salaries within cost of revenues and selling, general and administrative.

Long-term incentive plan

The Company operates a long-term incentive plan for eligible employees and directors of the Company and its subsidiaries which provides for various types of awards, including equity-settled stock options, deferred share units (“DSUs”), restricted share units (“RSUs”) and performance share units (“PSUs”) awards. The Board, at its discretion, may elect to settle the RSUs and PSUs in the form of a cash payment. The Company accounts for the RSUs and PSUs as equity-settled awards as management intends to settle these awards through the issuance of capital stock.

The fair value of the share-based expense is based on the grant date fair value of the award expected to vest over the vesting period with a corresponding adjustment through contributed surplus. Forfeitures are estimated at the time of the grant and are included in the measurement of the expense and are subsequently adjusted to reflect actual events. For awards with graded vesting, the fair value of each tranche is recognized on a straightline basis over its vesting period.

Any consideration paid by participants on exercise of stock options is credited to capital stock together with any related share-based compensation expense originally recorded in contributed surplus. If the amount of the tax deduction (or estimated future tax deduction) exceeds the amount of the related cumulative remuneration expense for stock options, this indicates that the tax deduction relates not only to remuneration expense but also to an equity item. In this situation, the Company recognizes the excess of the associated current or deferred tax to contributed surplus prior to an award being exercised, and any such amounts are transferred to capital stock upon exercise of the stock options.

When DSUs, RSUs and PSUs are settled, the recorded fair value of the award is removed from contributed surplus and credited to capital stock.

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.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three months ended June 30, 2021 and 2020

| 9

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020

(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)

The judgments, estimates and assumptions applied in the interim condensed consolidated financial statements including key sources of estimation uncertainty, were the same as those applied in the Group's last annual audited consolidated financial statements for the year ended March 31, 2021.

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, 2021.

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.

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.

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.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three months ended June 30, 2021 and 2020

| 10

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020

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

3. BUSINESS COMBINATION

Alithya IT Services Inc.

Overview

On April 1, 2021, the Company acquired all of the outstanding shares of R3D Consulting Inc. (now Alithya IT Services Inc.) ("Alithya IT" or "R3D") (the “R3D Acquisition”), a private Québec firm that specializes in digital solutions.

The purchase price was paid by the issuance of 25,182,676 Subordinate Voting Shares of the Company, subject to customary post-closing purchase price adjustments, at a value of $3.20 per share, which was the closing share price on the TSX on April 1, 2021, cash of $978,000 and assumption of accounts payable and accrued liabilities and long-term debt of $45,000 and $8,887,000, respectively, on the closing date. The accounting for this acquisition and the purchase price allocation have not yet been finalized.

The fair value of the assets acquired, liabilities assumed, and the purchase consideration is preliminary pending completion of their valuation. Should new information, obtained within one year of the date of acquisition, about the facts and circumstances that existed at the date of the R3D Acquisition, result in adjustments to the below amounts, or require additional provisions for conditions that existed at the date of the R3D Acquisition, the fair value will then be revised. The R3D Acquisition is being accounted for using the acquisition method of accounting.

For the three months ended June 30, 2021, the Company incurred acquisition-related costs of approximately $1,646,000. These costs have been recorded in the consolidated statement of operations in business acquisition and integration costs.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three months ended June 30, 2021 and 2020

| 11

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020 (Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

3. BUSINESS COMBINATION (CONT'D)

Purchase Price Allocation

The preliminary allocation of the fair value of the assets acquired and the liabilities assumed is detailed as follows:

Acquisition of Alithya IT Services Inc. $
Current assets
Cash
Accounts receivable and other receivables
Unbilled revenue
Prepaids
Non-current assets
Tax credits receivable
Property and equipment
Right-of-use assets
Intangibles
Deferred tax assets
Goodwill
Total assets acquired
Current liabilities
Accounts payable and accrued liabilities
Income taxes payable
Deferred revenue
Current portion of lease liabilities
Current portion of long-term debt
Non-current liabilities
Lease liabilities
Deferred tax liabilities
Total liabilities assumed
Net assets acquired
577
10,165
7,169
91
18,002
3,234
2,207
4,212
52,777
763
40,627
121,822
15,070
155
125
592
8,887
24,829
3,620
11,810
40,259
81,563

Goodwill

The goodwill recognized consists mainly of the future economic value attributable to the profitability of the acquired business, as well as its workforce and expected synergies from the integration of Alithya IT into the Group's existing business. The Company does not expect the goodwill to be deductible for income tax purposes.

Consideration paid

The following table summarizes the acquisition date fair value of each class of consideration as follows:

Acquisition of Alithya IT Services Inc. $
Cash paid
Issuance of 25,182,676 Subordinate Voting Shares
Total consideration transferred
978
80,585
81,563

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three months ended June 30, 2021 and 2020

| 12

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020

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

3. BUSINESS COMBINATION (CONT'D)

Alithya IT 's contribution to the Group results

The Alithya IT business contributed revenues of approximately $19,993,000 and a loss before income taxes of $1,709,000, including amortization of intangibles and integration costs of $951,000 and $1,792,000, respectively, to the Group. These amounts have been calculated using Alithya IT's results and adjusting for:

  • differences in accounting policies between the Group and Alithya IT; and

  • the additional amortization that would have been charged assuming the fair value adjustments to intangibles had been applied from April 1, 2021.

4. LEASES

Right-of-use assets

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

As at June 30, 2021
March 31, 2021
$
$
11,118
11,492
4,212
2,611
(764)
(1,906)

(830)
3
28
(27)
(277)
14,542
11,118
Beginning balance as at April 1, 2021 and 2020
Additions
Depreciation
Reassessment
Lease inducement allowance
Exchange rate effect
Ending balance

Lease liabilities

As at June 30, 2021
March 31, 2021
$
$
15,459
13,232
4,212
2,611
(639)
(1,992)

2,243
177
595

(830)

(110)
(30)
(290)
19,179
15,459
2,715
1,923
16,464
13,536
Beginning balance as at April 1, 2021 and 2020
Additions
Lease payments
Lease incentives
Lease interest
Reassessment
Concession
Exchange rate effect
Ending balance
Current portion

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three months ended June 30, 2021 and 2020

| 13

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020

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

4. LEASES (CONT'D)

Contractual lease payments under the lease liabilities as at June 30, 2021 are as follows:

As at June 30, 2021
Less than one year
One to two years
Two to five years
More than five years
Total undiscounted lease payments at period end
$
3,366
3,292
9,469
5,627
21,754

Amounts recognized in net loss

As at For the three months ended June 30,
2021
2020
Interest on lease liabilities
Variable lease payments
$
$
177
135
844
791
1,021
926

Total cash outflow for leases for the three months ended June 30, 2021 was $1,483,000 and $1,214,000 for the three months ended June 30, 2020, respectively.

5. INTANGIBLES

As at June 30, 2021 June 30, 2021 March 31, 2021 March 31, 2021
Cost
Additions, purchased
Additions through
business acquisition
Additions, internally
generated
Disposals / retirements
Foreign currency
translation adjustment
Subtotal
Accumulated
amortization
Amortization
Disposals / retirements
Subtotal
Net carrying amount
Customer
relationships
Software Non-
compete
agreements
Total Customer
relationships
Software Non-
compete
agreements
Total
$ $ $ $ $
73,722



(2,933)
(3,069)
$
4,377
7

159

(29)
(180)
$
$
7,530
85,629

7



159

(237)
(3,199)
(391)
(3,640)
67,720 4,334 6,902 78,956

52,777




(8)




(37)

52,777


(354)

(309)
120,188 4,326 6,865 131,379 67,720
31,970
8,996
(2,933)
4,334
1,242
1,258
(29)
6,902
78,956
613
33,825
1,485
11,739
(236)
(3,198)
38,033
2,808
2,471
237
1,862
335
42,366
3,380
40,841 2,708 2,197 45,746 38,033 2,471 1,862
42,366
79,347 1,618 4,668 85,633 29,687 1,863 5,040
36,590

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three months ended June 30, 2021 and 2020

| 14

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020

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

6. GOODWILL

As at June 30, 2021 June 30, 2021
Beginning balance
Business acquisition (note 3)
Foreign currency translation adjustment
Net carrying amount
Canada ADT France EPM US ERP US
Total
$ $ $ $ $
$
26,950 7,694

137

(1)
8,915
29,210
72,906

40,627
(389)
(508)
40,627
(118)
67,577 7,694 136 8,797 28,821
113,025
As at March 31, 2021
Beginning balance
Foreign currency translation adjustment
Net carrying amount
Canada ADT France EPM US ERP US
Total
$
26,950
$
7,694
$
150
(13)
$
10,012
(1,097)
$
$
32,802
77,608
(3,592)
(4,702)
26,950 7,694 137 8,915 29,210
72,906

7. LONG-TERM DEBT

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

As at June 30,
March 31,
Senior secured revolving credit facility (the "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 $8,465,750 (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 $3,258,750, non-interest
bearing (5.7 % effective interest rate) payable on February 1, 2022
Unsecured promissory notes (US$ nil; March 31, 2021 US$4,800,000)(b)
Deferral of employment tax payments (US$1,877,873)(c)
Other
Unamortized transaction costs (net of accumulated amortization of $539,617 and
$476,685)
Current portion of long-term debt
2021
2021
$
$
44,349
31,023
3,016
2,988
1,674
1,649
7,779
7,770
3,155
3,112

6,034
2,329
2,361
184
213
(136)
(199)
62,350
54,951
51,733
35,134
10,617
19,817

(a) The Credit Facility is available to a maximum amount of $60,000,000, which was increased until September 30, 2021 to $70,000,000, 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.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three months ended June 30, 2021 and 2020

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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020

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

7. LONG-TERM DEBT (CONT'D)

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 Québec’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. 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 June 30, 2021 and March 31, 2021.

(b) As a result of the COVID-19 pandemic, on May 5, 2020, five U.S. subsidiaries of the Group 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") in the aggregate principal amount of US$6,300,000 ($7,932,000). The Notes have a term of five years at an interest rate of 1% per annum, with a deferral of payments until the date on which the applicable forgiveness is decisioned, with respect to any portion of the Notes which may not be forgiven.

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, which the Group applied for between November 17, 2020 and January 5, 2021. The Group accounts for the forgiveness as government assistance with a corresponding reduction in the cost of the related item. Such forgiveness is to be determined, subject to limitations and ongoing rule making by the SBA, based on the necessity of the loan at the time of application and 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. The PPP loans, even after notice of forgiveness by the SBA, are subject to subsequent audit by the SBA, for a period of six years after receiving such notice.

During the three months ended June 30, 2021 and 2020, the Group recognized an aggregate amount of $5,868,000 (US$4,800,000) and nil, respectively, as government assistance for the last two remaining PPP loans. On June 15, 2021, the Group received confirmation of full loan forgiveness by the SBA of one of the subsidiary loans, and believes it has reasonable assurance for recognizing forgiveness on the last remaining PPP loan, as evidenced by the reception of four full loan forgiveness decisions, out of five PPP loans obtained in May 2020. The amount was included against the net loss for the period ended June 30, 2021.

(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.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three months ended June 30, 2021 and 2020

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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020

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

8. SHARE CAPITAL

8. SHARE CAPITAL
Subordinate Voting Shares Multiple Voting Shares
Beginning balance as at April 1, 2021
Business acquisition of R3D (note 3)
As at June 30, 2021
Number of shares
51,373,822
25,182,676
76,556,498
$
193,552
80,585
274,137
Number of shares
$
7,321,616
3,985


7,321,616
3,985

During the three months ended June 30, 2021, the following transaction occurred:

  • As part of the R3D Acquisition, 25,182,676 Subordinate Voting Shares, with a total value of $80,585,000, were issued in consideration of the acquisition.

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, DSUs, RSUs, PSUs 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. At the Board's discretion, the RSUs and PSUs may be settled, in whole or in part, in cash.

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 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.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three months ended June 30, 2021 and 2020

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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020

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

8. SHARE CAPITAL (CONT'D)

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

Number of stock
options
Weighted average
exercise price
Beginning balance as at April 1, 2021
Granted
Forfeited
Ending balance as at June 30, 2021
Exercisable at period end
$
3,525,181
3.37
1,073,302
3.23
(72,500)
3.10
4,525,983
3.28
1,722,944
2.69

Included in the 1,722,944 of stock options exercisable as at June 30, 2021, 810,528 stock options are available to purchase Multiple Voting Shares.

On June 14, 2021, Alithya issued 774,202 and 299,100 stock options, to purchase a total of 1,073,302 Subordinate Voting Shares at a grant price of $3.23 and US$2.66, respectively.

DSUs

Under the Plan, the Board, subject to the provisions of the Plan and such other terms and conditions, may grant DSUs to obtain Subordinate Voting Shares to qualified employees and directors of the Company and its subsidiaries. The DSUs 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 DSUs
Weighted average
grant date fair value
Beginning balance as at April 1, 2021
Granted
Ending balance as at June 30, 2021
$
330,246
2.97
46,310
3.39
376,556
3.02

On June 30, 2021, 46,310 fully vested DSUs, in aggregate, were granted to non-employee directors of the Company at a fair value of $3.39, per DSU, for an aggregate fair value of $156,991. The amounts have been recorded in share-based compensation expense.

RSUs

Under the Plan, the Board, subject to the provisions of the Plan and such other terms and conditions, may grant RSUs to obtain Subordinate Voting Shares to qualified employees and directors of the Company and its subsidiaries. The RSUs shall generally 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. The June 23, 2020 grants vested on the first anniversary date of the date of grant.

As at June 30, 2021, 181,498 fully vested RSUs, in aggregate, are outstanding with a grant date fair value of $2.26.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three months ended June 30, 2021 and 2020

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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020

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

8. SHARE CAPITAL (CONT'D)

PSUs

Under the Plan, the Board, subject to the provisions of the Plan and such other terms and conditions, may grant PSUs to obtain Subordinate Voting Shares to qualified employees and directors of the Company and its subsidiaries. The terms and conditions of each PSU grant, including the performance goals, shall be determined by the Board. The PSUs shall be settled on the date as set out in the applicable award agreement between the participant and the Company. The Board, at its discretion, may elect to settle the PSUs in the form of a cash payment.

On June 14, 2021, the Board approved the issuance of 332,263 PSUs, in aggregate, vesting three years from the date of grant. However, the determination as to whether the performance goals related to each PSU grant are satisfied will take place in May or June of that third year subject to the terms set out in the award agreement.

Share-Based Compensation

The number of Alithya stock options granted to employees during the three months ended June 30, 2021 and 2020, 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 June 30,
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)
2021
2020
19
4
1,073,302
755,000
$1.20
$0.81
1,290
609
$3.23
$2.26
$3.23
$2.26
1.25 %
0.46 %
34.7 %
35.0 %


6.6
6.6
3.2
3.2

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

9. EARNINGS PER SHARE

For the three months ended June 30,
Net loss
Weighted average number of common shares outstanding
Basic and diluted loss per share
2021
2020
$
$
(2,032)
(4,529)
83,878,114
58,078,691
(0.02)
(0.08)

The stock options mentioned in Note 8 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 months ended June 30, 2021 and 2020

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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020

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

10. ADDITIONAL INFORMATION ON CONSOLIDATED LOSS

The following table provides additional information on the consolidated loss:

For the three months ended June 30,
Employee compensation costs
Government assistance
- tax credits(a)
- grants and loan forgiveness(b)
Selling expenses(c)
General and administrative expenses(c)
Depreciation of property and equipment
Depreciation of right-of-use assets
2021
2020
$
$
62,367
51,556
(2,125)
(1,464)
(6,088)
(1,398)
11,264
11,190
11,483
8,226
789
370
764
512

(a) Included in cost of sales.

(b) $4,764,000 and $1,324,000 (2020 - $1,308,000 and $90,000) are included in cost of sales and selling, general and administrative expenses, respectively.

(c) Including related employee compensation costs.

11. FINANCIAL EXPENSES

The following table summarizes financial expenses:

The following table summarizes financial expenses:
For the three months ended June 30,
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
2021
2020
$
$
479
310
75
25
177
135
63
53
207
210
(52)
(5)
949
728

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three months ended June 30, 2021 and 2020

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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020

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

12. SUPPLEMENTARY CASH FLOW INFORMATION

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

For the three months ended June 30,
Accounts receivable and other receivables
Income taxes receivable
Unbilled revenue
Tax credits receivable
Prepaids
Accounts payable and accrued liabilities
Income taxes payable
Deferred revenue
2021
2020
$
$
(1,916)
7,613
642
597
(2,660)
(2,545)
(1,747)
2,484
754
(133)
9,261
119
332

(141)
(645)
4,525
7,490

13. 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 June 30, For the three months ended June 30, For the three months ended June 30,
Canada
U.S.
Europe
2021 2020
$ % $
%
38,370
54.2
30,302
42.9
2,039
2.9
70,711
100.0
68,234
31,434
3,253
66.3
30.5
3.2
102,921 100.0

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 June 30, March 31,
Canada
U.S.
Europe
2021
$
%
159,337
71.3
63,004
28.2
1,065
0.5
223,406
100.0
2021
$
159,337
63,004
1,065
223,406
$
%
62,172
48.2
65,784
51.0
1,107
0.8
129,063
100.0

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three months ended June 30, 2021 and 2020

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