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Business combinations
12 Months Ended
Jun. 30, 2022
Business combinations  
Business combinations

20.Business combinations

a)On March 31, 2021, the Company acquired all of the shares of StarBlue Inc. (dba Star2Star Communications, herein Star2Star). The Company paid an aggregate purchase price of $381,636, which comprised of $109,392 cash consideration (adjusted from $105,000 as a result of initial closing adjustments), 15,714,285 common shares at a discounted value of $258,975, and an additional consideration payable for future tax benefit in the amount of $13,269. The Company issued 3,018,685 common shares (3,142,857 common shares less 124,172 shares representing a holdback for indemnification purposes) on closing of the acquisition, with the remaining 12,571,428 common shares to be issued and distributed in fourteen quarterly installments commencing on April 1, 2022. The fair value of the share consideration is determined using a put option pricing model with a share price of $22.99 ($28.91 CAD), volatility of 56.58%, risk free rate of 0.221% - 0.855%, time to maturity of 0.003 – 4.25 years. The fair value of $13,269 of consideration payable is related to estimated tax losses to be utilized in future years, and is determined using an effective tax rate of 24.56% and a discount rate of 4.9%. The Company acquired Star2Star to expand and broaden the suite of service offerings, add key customers and realize synergies by removing redundancies.

The following table summarizes the fair value of consideration paid on the acquisition date and the allocation of the purchase price to the assets and liabilities acquired.

Consideration

    

Cash consideration on closing

 

101,111

Net working capital adjustment

447

Cash paid relating to debt

2,581

Cash held in escrow for working capital

 

1,000

Cash held in escrow for PPP loan forgiveness

4,253

Additional consideration for tax

13,269

Common shares issued on closing

 

66,873

Common shares reserved in escrow for indemnification

 

2,129

Common shares reserved for future issuance

189,973

 

381,636

Purchase price allocation

    

Cash

 

3,830

Trade receivables

 

5,562

Inventories

 

1,448

Property and equipment

 

5,335

Right-of-use assets

 

2,584

Other current assets

 

1,496

Accounts payable and accrued liabilities

 

(8,325)

Contract liabilities

 

(5,532)

Other non-current liabilities

(925)

Lease obligations on right-of-use assets

 

(2,663)

Intangible assets

 

169,200

Deferred income tax liability

(25,476)

Goodwill

 

235,102

 

381,636

20.

Business combinations (continued)

The Company incurred estimated transaction costs in the amount of $3,888 which were expensed and included in the consolidated statements of income (loss) and comprehensive income (loss) for the year ended June 30, 2021. These costs were including 18,456 common shares valued at $330, which were issued at closing to an advisor. The acquisition has been accounted for using the acquisition method under IFRS 3, Business Combinations.

b)On July 16, 2021, the Company purchased certain assets of M2 Telecom LLC. M2 was a channel partner for the Companys wholesale Trunking as a Service TaaS business and the Company has taken over the sales team. The Company paid an aggregate purchase price of $2.0 million which was allocated as goodwill (Note 12).
c)On March 28, 2022, the Company acquired NetFortris Corporation. The Company paid an aggregate purchase price of $64,820 net of a net working capital adjustment of ($8,942), and comprised of $50,418 cash consideration, 1,494,536 common shares at a fair value of $16,801. The Company issued 1,494,536 common shares including 327,241 shares representing a holdback for indemnification purposes on closing of the acquisition. The Company estimates that a further payment of $6,543 will be paid as part of an earn out that is up to $12,000 if certain operating targets are met. The Company incurred estimated transaction costs in the amount of $2,939 which were expensed and included in the consolidated statements of income (loss) and comprehensive income (loss) for the three month period ended March 31, 2022. The acquisition has been accounted for using the acquisition method under IFRS 3, Business Combinations.

The following table summarizes the fair value of consideration paid on the acquisition date and the preliminary allocation of the purchase price to the assets and liabilities acquired.

Consideration

    

Cash consideration on closing

 

43,868

Net working capital adjustment

(8,942)

Cash held in escrow for working capital

 

350

Cash held in escrow for telecom taxes

 

3,400

Cash held in escrow for indemnification

 

2,800

Additional consideration for earn out

6,543

Common shares issued on closing

 

13,122

Common shares reserved in escrow for indemnification

 

3,679

 

64,820

20.Business combinations (contniued)

Purchase price allocation

    

Cash

 

1,706

Trade receivables

 

1,822

Inventories

 

416

Property and equipment

 

4,172

Right-of-use assets

 

3,277

Other current assets

 

796

Other non-current assets

370

Deferred income tax asset

11,091

Accounts payable and accrued liabilities

 

(9,442)

Sales tax payable

(5,506)

Contract liabilities

 

(1,666)

Lease obligations on right-of-use assets

 

(3,277)

Other non-current liabilities

(235)

Intangible assets

 

29,000

Goodwill

 

32,296

 

64,820