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[Audio Gap] company will make forward-looking statements on today's call that are based on the assumptions and therefore, subject to risks and uncertainties that could cause actual results to differ materially from those projected. The company undertakes no obligation to update the statements except as required by law. You can read about these risks and uncertainties in the press release issued by the company this afternoon as well as in our filing on SEDAR.Note that the adjusted financial measures the company speaks to today are non-IFRS measures, which are not a substitute for IFRS financial measures. Reconciliations of these measures to IFRS measures are available in the company's earnings release and most recent MD&A.I will now turn the call over to Chris Sparling.
Thank you, operator. Good afternoon, everyone. I'm joined today by Alex Persson, our President; and Dave Charron, our new Chief Financial Officer, who joined us on November 1. As is our practice in these calls, we will make a few opening comments and then open the floor for questions from our analysts and shareholders.Let us start with the financial review of the quarter. Dave?
Thank you, Chris, and good afternoon to everyone on the call. I'm delighted to be here. And as a reminder to everyone, we report in Canadian dollars and all references to amounts on this call and in our published financial reports, unless otherwise stated, are in Canadian dollars.In the third quarter of 2021, we generated revenues of $10.9 million, up 88% year-over-year and 101% on a constant currency basis. Our adjusted EBITDA for the third quarter was $3.4 million or 31% of revenue, up 70% from $2.0 million recorded in Q3 of 2020.Net loss in the third quarter was $3 million compared to a net income of $405,000 in the prior year. Our net loss in Q3 includes certain noncash items, such as depreciation and amortization costs of $3.1 million, mostly attributable to our acquisitions of Stamped, Archetype and Foursixty. There's also a foreign exchange loss of $1.6 million, mostly from our USD-denominated credit facility that is marked in Canadian dollars on our balance sheet.Our professional fees were higher in the third quarter due to some recruiting fees and approximately $160,000 of costs associated with tax preparation to receive $760,000 of tax credits under the SR&ED tax incentive program. And as of the end of the quarter, we have over $48 million of liquidity, which includes $24.6 million of cash on hand as well as available borrowings under our credit facilities.And to provide a bit more color, our Apps segment generated $6.8 million of revenue this quarter and $3.3 million of operating income, representing a margin of 48.5%. Foursixty contributed approximately $1.2 million of revenue in Q3, reflecting a 23% increase in organic growth year-over-year, excluding purchase accounting adjustments and on a constant currency basis.I'll now turn it over to Alex for a business update.
Thanks, Dave, and great to have you on the call. Our Archetype acquisition closed on August 24, and we're very excited about that business for the years ahead. We recently hired Thomas Kelly, who spent 6 years in the internal Themes team at Shopify to be Archetype's new CEO and work alongside the co-founders, Carson and Paul.Archetype remains the most popular provider of premium themes, and we continue to see good demand for their Open Store 2.0 catalog. Themes remains both a strategic and highly cash-generative business for us. In the less than 2 months since we closed the acquisition, Archetype has generated approximately $1.3 million of cash flow or about 10% of our equity investment.On the strategic side, the changes that Shopify unveiled at the Unite Developer Conference earlier this year means that Apps and Themes will integrate more seamlessly and as a result, allow for better merchant experience than what has historically been the case. This change opens up a large growth opportunity for us within those business segments as the revamped Online Store make it easier for merchants to add customized features and applications to their storefront.In particular, Themes is a top of the funnel product for merchants, and we're spending more time increasing the LTV of our current portfolio of theme brands, either through a theme-specific initiative, such as priority support or Theme Updater, or helping those merchants discover relevant apps across our portfolio.Turning to Stamped, our leading provider of reviews of ratings, loyalty and reward solutions. In the 6 months since the acquisition closed in April, we built out the business with sales, customer success, marketing and executive functions. We're increasingly seeing merchants convert to the full suite product that includes both reviews and ratings and loyalty and rewards, driving average revenue per customer higher. Retention and upselling continues to be strong despite temporary e-commerce headwinds such as Apple's IDFA changes, supply chain delays and increased input costs, all of which have been widely discussed by other e-commerce participants.Foursixty, our leading provider of social commerce products, has had an active past few months, rolling out new products, including ambassador shops that integrates shoppable ambassador gallery into a merchant store to make it easier for their customers to shop right from their favorite influencers. As mentioned earlier, Foursixty's organic revenue growth exceeded 20% year-over-year, and the business has operated with high margins and free cash flow conversion.Turning to our acquisition pipeline and the overall M&A environment. We continue to have a very strong pipeline of attractive opportunities. We are well north of $100 million revenue in our pipeline, mostly in Apps, representing hundreds of millions of potential transaction value. We're tracking large e-commerce platform companies, niche providers and potential tuck-ins that would complement our existing portfolio companies nicely.Our permanent capital structure facilitates price discipline. We act as owners because we are owners. We love not having a 3-year investment period. That being said, with a pipeline of hundreds of millions of dollars, we're clearly capital constrained rather than opportunity constraint.There are over 7,000 listed applications in the Shopify App Store today. We're actively tracking over 1,500 opportunities and in many cases, our centralized analytics infrastructure allows us to track these companies over time using both company and third-party data. We're able to cover almost the entire sector with a bare remedial team. Because all we do is e-commerce software, we know what best-in-class looks like and are available to act quickly and decisively.As mentioned in our Q2 remarks, we saw a run-up in valuations across the board in 2021, which we believe is increasing softening as e-commerce growth normalizes and year-over-year comps start to look a bit less attractive. This is the ideal time to have cash on the balance sheet.At WeCommerce, we've invested significantly in our leadership team and core foundation over the past few months, and we anticipate fewer headcount additions at the corporate level going into 2022. We've also invested significantly in our new portfolio operations team to help cross-portfolio collaboration, [ surfacing in midsize ], and help enable data-driven decision-making through a shared business intelligence and analytics layer.Once again, it's been a very active quarter for WeCommerce. I'll leave it there and pass it back to Chris.
Thanks, Alex. Just a few comments before we open to questions. First, I want to say how excited we are to have Dave on the team. We ran an exhaustive process and when we met Dave, immediately knew that he was the right man for the job. We're delighted to have him on board.Second, I think it's worth emphasizing just how much we've transformed this business. Since going public, we've added 2 remarkable companies, bringing some truly exceptional people to the family. At the same time, we have built out strong management teams across the portfolio and head office. And as planned, we've already shifted to majority recurring revenue. It's been exciting, and I believe we're just getting started.So with that, I'll pass it back to the operator to facilitate the Q&A.
[Operator Instructions] For our first question, we have Daniel Chan from TD Securities.
Alex, you talked about an uncertain environment, given all the advertising changes. Do you anticipate Apple's ATT changes having an impact on any of your apps and maybe your outlook on what you want to acquire?
I won't say that there's a direct impact that I could speak to, Dan, regarding those changes or changes in the outlook of what we would seek to acquire now. There's obviously indirect impact as it affects merchant, but it hasn't changed our thinking on the strategic side.
Okay. In the press release, you guys provided Foursixty's growth, excluding purchase price accounting. Do you have that metric for Stamped?
We haven't disclosed that for Q3 because this is a year-over-year comparison. And we've obviously only owned Stamped for a partial quarter in Q2 and a full quarter for Q3.
Okay. Nice to see a recovery in the Digital Goods segment. Do you think there are still merchants waiting to do the upgrade? Or do you think that's mostly done?
I'd say for our Archetype portfolio, most of those updates were done in late August. For Pixel Union, which has a much broader theme portfolio, we're still processing some of those upgrades through the end of the year. So there may be some merchants who are waiting on the sidelines for Pixel Union and Out of the Sandbox Themes.I think it's also worthwhile mentioning that while it was an upgrade to 2.0-compliant Themes, it was still, call it, a version 1.0 version of those themes. And so both of our -- it's all 3 of our brands have been busy adding additional functionality to those themes, made possible by the changes in the Theme Store.
Sounds good. And then one last one for me, we talked about potential changes -- allowing potential changes on pricing in the Theme Store. Have you made any adjustments to themes pricing? And if so, what has the result been?
Yes, I'd say most of our theme pricing for the 2.0-compliant themes have increased significantly. Just to take an example, looking at Archetype's themes, most of those went from $180 per unit to $310 per unit, so about a 70% increase. And we obviously, haven't seen a corresponding 70% decline in unit sales. So we think those continue to be strong and there is significant price inelasticity for themes.
For our next question, we have Robert Young from Canaccord Genuity.
The discussion you had a little bit about -- go about the valuations normalizing. Is that something you're seeing today? Or is that something that you're expecting to see with comps getting tougher? I'm just trying to get a sense of whether that's actually happening now.
Yes. I'd say some of that is happening in real time, Rob. Certainly, what people expected in our pipeline, call it, 6 months ago, is not necessarily playing out for some of those companies. And so some of that normalization is happening today, and we expect that to continue in the coming months as well.
Okay. And then on the pipeline, you said it was well north of $100 million. I think then you said it was hundreds? I just -- I was trying to get an understanding, what's the size of the pipeline relative to the quarter?
Yes, sure. So in terms of revenue, it's well north of $100 million, and that reflects hundreds of millions of potential transaction value.
Okay. Interesting. Okay. And then you said that the pipeline is spanning a lot of different sizes, a lot of different -- is there any way to put some context around -- I think you said it was mostly apps, maybe put a little more color around that? And I was just trying to get a sense of the types of businesses that you have prioritized in the pipeline.
Yes. So we're not prioritizing a certain size of acquisitions. We're generally looking for attractive companies and those can be $1 million of ARR or $20 million of ARR across different sectors. I'd actually say there's a bit of a barbell today, meaning there's a significant number of, call it, Stamped or greater type acquisitions in our pipeline represent one side of the barbell. And then on the other side, there are a lot of very attractive either niche solutions that are, call it, less than $5 million of ARR as well as potential tuck-in acquisitions.And then certainly, new companies targeting different functionality unveiled by Shopify over the past couple of quarters or just new types of behavior, certainly, we're seeing an increase in applications and developers trying to take advantage of the fact that with Apple's infrastructure changes, it just means the first-party data, our own data for a customer, is increasingly important. And so collecting that, making sense of that, and using that data through, whether it's marketing automation or otherwise, we think is increasingly important. And it just goes to show that as a merchant, you can't necessarily depend solely on payback or paid customer acquisition. The best customer is the customer you already have.
Great. Okay. That makes sense. And then maybe just last question, just around -- you said cash in hand in the release was just shy of $25 million. And I'm just curious like what -- how much capital do you have available for M&A? And I mean how much capital do you require to run the business, just in rough numbers? Is there anything -- any color you can provide? And I'll pass the line.
Yes. So I'll take the second part of your question first, which is we don't require any incremental capital into our businesses, all of our operating companies, because we kind of look at the full year, are profitable. And so we're not funding cash burn for any specific portfolio companies.On the kind of acquisition side, the bulk of that liquidity, frankly, is available to deploy into acquisitions. Part of that is we're subject to certain covenants with our credit facility. And so we obviously keep that in mind. But if you look at the cash on hand we have today of around $24.6 million, debt outstanding of around $62 million, our net leverage allows us a pretty sizable comfort should we need to, as long as there's obviously a path if you lever. And so when you look at that $48 million liquidity, a substantial part of that is available, frankly, for acquisitions.
[Operator Instructions] We don't have any questions at this time. I'll turn back the call over to Chris Sparling for closing remarks.
Wonderful. Thank you, operator. There's been some really great discussion here and some good questions. As you can imagine, we're pretty eager to keep growing the business. If there's any other questions that anyone has, you can feel free to e-mail us. We'll leave it there. Thank you, everyone.
Ladies and gentlemen, this concludes today's conference call. Thank you all for participating. You may now disconnect.