Orion Digital Corp.
Interim Condensed Consolidated Statements of Financial Position
(Unaudited)
(Expressed in thousands of Canadian Dollars)
|
|
|
|
|
|
|
|
|
Note |
|
June 30, 2026 |
|
December 31, 2025 |
Assets |
|
|
|
|
|
|
Cash and cash equivalent |
|
|
|
23,271 |
|
17,702 |
Restricted cash |
|
|
|
1,785 |
|
2,462 |
Marketable securities |
|
5 |
|
4,201 |
|
14,591 |
Loans receivable, net |
|
4 |
|
58,284 |
|
60,650 |
Prepaid expenses and other receivables |
|
|
|
6,303 |
|
6,495 |
Investment portfolio |
|
14 |
|
5,552 |
|
6,484 |
Property and equipment |
|
|
|
134 |
|
175 |
Investment in sublease, net and right-of-use assets |
|
|
|
505 |
|
724 |
Intangible assets |
|
6 |
|
24,050 |
|
25,996 |
Goodwill |
|
|
|
38,355 |
|
38,355 |
Total assets |
|
|
|
162,440 |
|
173,634 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Accounts payable, accruals and other |
|
|
|
15,053 |
|
16,461 |
Lease liabilities |
|
|
|
695 |
|
1,020 |
Credit facility |
|
7 |
|
49,779 |
|
51,713 |
Debentures |
|
8 |
|
31,071 |
|
31,886 |
Deferred tax liability |
|
|
|
91 |
|
233 |
Total liabilities |
|
|
|
96,689 |
|
101,313 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Share capital |
|
16a |
|
388,520 |
|
388,730 |
Contributed surplus |
|
|
|
39,551 |
|
39,117 |
Foreign currency translation reserve |
|
|
|
(1,723) |
|
(1,483) |
Deficit |
|
|
|
(360,597) |
|
(354,043) |
Total equity |
|
|
|
65,751 |
|
72,321 |
Total equity and liabilities |
|
|
|
162,440 |
|
173,634 |
Approved on Behalf of the Board
Signed by “Greg Feller” , Director
Signed by “Christopher Payne” , Director
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Orion Digital Corp.
Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
(Expressed in thousands of Canadian Dollars, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
|
|
Note |
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
Revenue |
|
|
|
|
|
|
|
|
|
|
Subscription and services |
|
|
|
10,533 |
|
10,397 |
|
21,070 |
|
21,128 |
Interest revenue |
|
|
|
6,322 |
|
6,536 |
|
12,642 |
|
13,135 |
|
|
9,10a |
|
16,855 |
|
16,933 |
|
33,712 |
|
34,263 |
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
Provision for loan losses, net of recoveries |
|
4 |
|
3,807 |
|
4,410 |
|
8,446 |
|
9,224 |
Transaction costs |
|
|
|
430 |
|
336 |
|
1,009 |
|
1,240 |
|
|
|
|
4,237 |
|
4,746 |
|
9,455 |
|
10,464 |
Gross profit |
|
|
|
12,618 |
|
12,187 |
|
24,257 |
|
23,799 |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Technology and development |
|
|
|
2,751 |
|
2,777 |
|
5,723 |
|
5,560 |
Marketing |
|
|
|
328 |
|
1,049 |
|
1,290 |
|
2,196 |
Customer service and operations |
|
|
|
2,766 |
|
2,835 |
|
5,343 |
|
5,438 |
General and administration |
|
|
|
3,493 |
|
3,593 |
|
7,091 |
|
7,623 |
Stock-based compensation |
|
16c |
|
204 |
|
507 |
|
434 |
|
982 |
Depreciation and amortization |
|
6 |
|
1,805 |
|
2,029 |
|
3,832 |
|
3,983 |
Total operating expenses |
|
11 |
|
11,347 |
|
12,790 |
|
23,713 |
|
25,782 |
Income (loss) from operations |
|
|
|
1,271 |
|
(603) |
|
544 |
|
(1,983) |
Other expenses (income) |
|
|
|
|
|
|
|
|
|
|
Credit facility interest expense |
|
7 |
|
1,358 |
|
1,390 |
|
2,730 |
|
2,836 |
Debenture and other financing expense |
|
8,17 |
|
728 |
|
813 |
|
1,473 |
|
1,727 |
Accretion related to debentures |
|
8 |
|
130 |
|
134 |
|
261 |
|
288 |
Revaluation (gain) loss |
|
12 |
|
(509) |
|
(13,870) |
|
2,354 |
|
(6,207) |
Other non-operating expense (income) |
|
|
|
293 |
|
(2,539) |
|
364 |
|
(2,123) |
|
|
|
|
2,000 |
|
(14,072) |
|
7,182 |
|
(3,479) |
Net (loss) income before tax |
|
|
|
(729) |
|
13,469 |
|
(6,638) |
|
1,496 |
Income tax expense (recovery) |
|
|
|
15 |
|
(40) |
|
(84) |
|
(139) |
Net (loss) income |
|
|
|
(744) |
|
13,509 |
|
(6,554) |
|
1,635 |
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation reserve loss |
|
|
|
(175) |
|
(428) |
|
(240) |
|
(1,188) |
Other comprehensive loss |
|
|
|
(175) |
|
(428) |
|
(240) |
|
(1,188) |
Total comprehensive (loss) income |
|
|
|
(919) |
|
13,081 |
|
(6,794) |
|
447 |
Net (loss) income per share |
|
|
|
|
|
|
|
|
|
|
Basic (loss) income per share |
|
|
|
(0.03) |
|
0.56 |
|
(0.28) |
|
0.07 |
Weighted average number of basic and fully diluted common shares (in 000s) |
|
|
|
23,805 |
|
24,221 |
|
23,830 |
|
24,301 |
Weighted average number of fully diluted common shares (in 000s) |
|
|
|
23,805 |
|
24,221 |
|
23,830 |
|
24,301 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Orion Digital Corp.
Interim Condensed Consolidated Statements of Changes in Equity (Deficit)
(Unaudited)
(Expressed in thousands of Canadian Dollars, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares, net of treasury shares (000s) |
|
|
Share capital |
|
Contributed surplus |
|
Foreign currency translation reserve |
|
Deficit |
|
Total |
Balance, December 31, 2025 |
|
23,752 |
|
|
388,730 |
|
39,117 |
|
(1,483) |
|
(354,043) |
|
72,321 |
Net loss |
|
— |
|
|
— |
|
— |
|
— |
|
(6,554) |
|
(6,554) |
Purchase of common shares for cancellation (Note 16a) |
|
(162) |
|
|
(220) |
|
— |
|
— |
|
— |
|
(220) |
Foreign currency translation reserve |
|
— |
|
|
— |
|
— |
|
(240) |
|
— |
|
(240) |
Stock-based compensation (Note 16c) |
|
— |
|
|
— |
|
434 |
|
— |
|
— |
|
434 |
Other equity adjustment |
|
— |
|
|
10 |
|
— |
|
— |
|
— |
|
10 |
Balance, June 30, 2026 |
|
23,590 |
|
|
388,520 |
|
39,551 |
|
(1,723) |
|
(360,597) |
|
65,751 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares, net of treasury shares (000s) |
|
|
Share capital |
|
Contributed surplus |
|
Foreign currency translation reserve |
|
Deficit |
|
Total |
Balance, December 31, 2024 |
|
24,281 |
|
|
389,717 |
|
37,424 |
|
(416) |
|
(345,508) |
|
81,217 |
Net income |
|
— |
|
|
— |
|
— |
|
— |
|
1,635 |
|
1,635 |
Purchase of common shares for cancellation |
|
(523) |
|
|
(1,058) |
|
— |
|
— |
|
— |
|
(1,058) |
Foreign currency translation reserve |
|
— |
|
|
— |
|
— |
|
(1,188) |
|
— |
|
(1,188) |
Stock-based compensation (Note 16c) |
|
— |
|
|
— |
|
982 |
|
— |
|
— |
|
982 |
Balance, June 30, 2025 |
|
23,758 |
|
|
388,659 |
|
38,406 |
|
(1,604) |
|
(343,873) |
|
81,588 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Orion Digital Corp.
Interim Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in thousands of Canadian Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
Cash provided by (used in) the following activities: |
Note |
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
Operating activities |
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
(744) |
|
13,509 |
|
(6,554) |
|
1,635 |
Items not affecting cash and other items: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
6 |
|
1,805 |
|
2,029 |
|
3,832 |
|
3,983 |
Provision for loan losses |
4 |
|
3,808 |
|
4,418 |
|
8,446 |
|
9,251 |
Credit facility interest expense |
7 |
|
1,358 |
|
1,390 |
|
2,730 |
|
2,836 |
Debenture and other financing expense |
8,17 |
|
729 |
|
814 |
|
1,478 |
|
1,727 |
Accretion related to debentures |
8 |
|
130 |
|
134 |
|
261 |
|
288 |
Stock-based compensation expense |
16c |
|
205 |
|
507 |
|
434 |
|
982 |
Revaluation (gain) loss |
12 |
|
(509) |
|
(13,869) |
|
2,354 |
|
(6,207) |
Other non-operating expense (income) |
|
|
— |
|
(3) |
|
— |
|
34 |
Income tax expense (recovery) |
|
|
(2) |
|
(40) |
|
(101) |
|
(139) |
|
|
|
6,780 |
|
8,889 |
|
12,880 |
|
14,390 |
Changes in: |
|
|
|
|
|
|
|
|
|
Net issuance of loans receivable |
|
|
(1,646) |
|
(5,241) |
|
(6,080) |
|
(8,451) |
Prepaid expenses, and other receivables and assets |
|
|
464 |
|
(1,494) |
|
201 |
|
4,402 |
Accounts payable, accruals and other |
|
|
(805) |
|
392 |
|
(1,233) |
|
(4,421) |
Restricted cash |
|
|
38 |
|
521 |
|
677 |
|
(188) |
Net investment in sub-lease |
|
|
112 |
|
112 |
|
224 |
|
224 |
|
|
|
4,943 |
|
3,179 |
|
6,669 |
|
5,956 |
Interest paid |
|
|
(2,181) |
|
(2,186) |
|
(4,323) |
|
(4,406) |
Income taxes paid |
|
|
(41) |
|
(59) |
|
(41) |
|
(59) |
Non-recurring cash inflow from investor rights agreement |
13 |
|
— |
|
— |
|
— |
|
— |
Net cash provided by operating activities |
|
|
2,721 |
|
934 |
|
2,305 |
|
1,491 |
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
|
Investment in intangible assets |
6 |
|
(916) |
|
(574) |
|
(1,731) |
|
(1,027) |
Purchase of marketable securities |
5 |
|
— |
|
(1,000) |
|
— |
|
(1,000) |
Proceeds from sale of investment portfolio |
|
|
214 |
|
— |
|
214 |
|
715 |
Proceeds from sale of marketable securities |
|
|
— |
|
— |
|
8,387 |
|
1,732 |
Purchases of property and equipment |
|
|
(18) |
|
(24) |
|
(83) |
|
(28) |
Net cash used in investing activities |
|
|
(720) |
|
(1,598) |
|
6,787 |
|
392 |
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
Lease liabilities – principal payments |
|
|
(158) |
|
(162) |
|
(325) |
|
(321) |
Repayments on debentures |
8 |
|
(522) |
|
(521) |
|
(1,078) |
|
(1,057) |
Advances on credit facility |
7 |
|
— |
|
740 |
|
— |
|
2,660 |
Repayments on credit facility |
7 |
|
(1,640) |
|
(29) |
|
(1,897) |
|
(2,498) |
Repurchase of common shares |
16a |
|
(150) |
|
(1,058) |
|
(220) |
|
(1,058) |
Net cash used in financing activities |
|
|
(2,470) |
|
(1,030) |
|
(3,520) |
|
(2,274) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate fluctuations on cash and cash equivalents |
|
|
(2) |
|
(4) |
|
(3) |
|
(17) |
Net decrease in cash and cash equivalent |
|
|
(471) |
|
(1,698) |
|
5,569 |
|
(408) |
Cash and cash equivalent, beginning of period |
|
|
23,742 |
|
9,820 |
|
17,702 |
|
8,530 |
Cash and cash equivalent, end of period |
|
|
23,271 |
|
8,122 |
|
23,271 |
|
8,122 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended June 30, 2026 and 2025
On December 29, 2025 Mogo Inc. changed its name to Orion Digital Corp ("Orion Digital," "Orion" or the "Company").
Orion Digital Corp. (formerly Mogo Inc.) was incorporated under the Business Corporations Act (British Columbia) on June 21, 2019 following the combination with Mogo Finance Technology Inc. The address of the Company's registered office is Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8. The Company’s common shares (the “Common Shares”) are listed on the Toronto Stock Exchange (“TSX”) and the Nasdaq Capital Market under the symbol “ORIO”.
Orion Digital Corp. is a financial technology company operating digital platforms across wealth and payments, supported by a consumer lending business in Canada. The Company’s Wealth platform, Intelligent Investing, provides long-term investing solutions to the Canadian market. Orion also operates a consumer lending business in Canada. The Company’s Payments business is operated through Carta Worldwide (“Carta”), a wholly owned subsidiary that provides issuer processing, program management, and regulated payment orchestration services across Europe. The Company allocates capital to support growth in its Wealth and Payments platforms and to maintain balance sheet flexibility.
Statement of compliance
These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board® and should be read in conjunction with the Company's last annual consolidated financial statements as at and for the year ended December 31, 2025. They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board®. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and performance since the last annual financial statements.
The Company presents its interim condensed consolidated statements of financial position on a non-classified basis in order of liquidity.
These interim condensed consolidated financial statements were authorized by the Board of Directors (the “Board”) to be issued on August 6, 2026.
These interim condensed consolidated financial statements have been prepared on a going concern basis.
Functional and presentation currency
These interim condensed consolidated financial statements are presented in Canadian dollars. The functional currency of each subsidiary is determined based on the currency of the primary economic environment in which that subsidiary operates. The functional currencies of the Company's material foreign subsidiaries are as follows: Carta Financial Services Ltd. (GBP), Carta Solutions Processing Services Cyprus Ltd. (EUR), Carta Solutions Processing Services Morocco SARL (MAD), Carta Solutions Singapore PTE. Ltd. (SGD), Moka Financial Technologies Europe (EUR).
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended Jun 30, 2026 and 2025
3.Material accounting policies
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2025.
Significant accounting judgements, estimates and assumptions
The preparation of the interim condensed consolidated financial statements requires management to make
estimates, assumptions and judgments that affect the reported amount of assets and liabilities, the disclosure of
contingent assets and liabilities and the reported amount of revenues and expenses during the period. The critical accounting estimates and judgments have been set out in the notes to the Company’s consolidated financial statements for the year ended December 31, 2025.
On May 31, 2024, the Government of Canada amended section 347 of the Criminal Code effective January 1, 2025. Under the amended section 347 certain revolving line of credit agreements executed prior to January 1, 2025 bearing an APR of approximately 47% qualify under the transitional provisions and continue to accrue interest at the contractual rate.
During 2025, the United States government announced tariffs on imported goods, increasing uncertainty regarding their potential impact on the economies in which the Company operates. There have been no significant changes to these tariffs during 2026. The company continues to consider macroeconomic uncertainty, including potential effects of trade policies and tariffs, in estimating expected credit losses as at June 30, 2026. The probability-weighted macroeconomic scenarios used in the expected credit loss model reflect management's best estimates of the economic conditions expected to exist as at the reporting date. Changes to these forecasts and related estimates will be reflected in future periods as new information becomes available
New and amended standards and interpretations
The Company adopted the amendments to IFRS 9 and IFRS 7 effective January 1, 2026, including clarifications related to the assessment of contractual cash flow characteristics of financial assets and the derecognition of financial liabilities in electronic payment systems. Based on this adoption, the Company determined that these amendments did not have a material impact on the classification or measurement of its financial assets and liabilities, nor on its disclosures.
Certain other new or amended standards and interpretations became effective on January 1, 2026, but do not have an impact on the interim condensed consolidated financial statements of the Company.
Standards issued but not yet effective
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 replaces IAS 1 Presentation of Financial Statements and sets out requirements for the presentation and disclosure of information in general purpose financial statements. The standard applies to annual reporting periods beginning on or after January 1, 2027 and is to be applied retrospectively, with early adoption permitted. The Company expects the adoption of IFRS 18 to primarily affect the presentation and disclosure of information in the consolidated financial statements. The Company does not expect the standard to significantly affect the recognition or measurement of amounts recognized in the consolidated financial statements. The Company continues to assess the detailed impact of IFRS 18 ahead of its adoption.
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended Jun 30, 2026 and 2025
Loans receivable represent lines of credit advanced to customers in the normal course of business. The following table provides a breakdown of gross loans receivable and allowance for loan losses by aging bucket, which represents the Company's assessment of credit risk exposure and by their IFRS 9 – Financial Instruments expected credit loss measurement stage. The entire loan balance of a customer is aged in the same category as its oldest individual past due payment, to align with the stage groupings used in calculating the allowance for loan losses under IFRS 9. Stage 3 gross loans receivable include net balances outstanding and still anticipated to be collected for loans previously charged off (June 30, 2026 - $3,648, December 31, 2025 - $3,517). These are carried in gross receivables at the net expected collectable amount with no associated allowance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at June 30, 2026 |
Risk Category |
|
Days past due |
|
Stage 1 |
|
Stage 2 |
|
Stage 3 |
|
Total |
Strong |
|
Not past due |
|
59,215 |
|
— |
|
— |
|
59,215 |
Lower risk |
|
1-30 days past due |
|
3,559 |
|
— |
|
— |
|
3,559 |
Medium risk |
|
31-60 days past due |
|
— |
|
1,097 |
|
— |
|
1,097 |
Higher risk |
|
61-90 days past due |
|
— |
|
929 |
|
— |
|
929 |
Non-performing |
|
91+ days past due or bankrupt |
|
— |
|
— |
|
10,588 |
|
10,588 |
|
|
Gross loans receivable |
|
62,774 |
|
2,026 |
|
10,588 |
|
75,388 |
|
|
Allowance for loan losses |
|
(8,990) |
|
(1,693) |
|
(6,421) |
|
(17,104) |
|
|
Loans receivable, net |
|
53,784 |
|
333 |
|
4,167 |
|
58,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2025 |
Risk Category |
|
Days past due |
|
Stage 1 |
|
Stage 2 |
|
Stage 3 |
|
Total |
Strong |
|
Not past due |
|
61,350 |
|
— |
|
— |
|
61,350 |
Lower risk |
|
1-30 days past due |
|
4,173 |
|
— |
|
— |
|
4,173 |
Medium risk |
|
31-60 days past due |
|
— |
|
1,147 |
|
— |
|
1,147 |
Higher risk |
|
61-90 days past due |
|
— |
|
898 |
|
— |
|
898 |
Non-performing |
|
91+ days past due or bankrupt |
|
— |
|
— |
|
10,064 |
|
10,064 |
|
|
Gross loans receivable |
|
65,523 |
|
2,045 |
|
10,064 |
|
77,632 |
|
|
Allowance for loan losses |
|
(9,481) |
|
(1,634) |
|
(5,867) |
|
(16,982) |
|
|
Loans receivable, net |
|
56,042 |
|
411 |
|
4,197 |
|
60,650 |
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended Jun 30, 2026 and 2025
4.Loans receivable (Continued from previous page)
In determination of the Company’s allowance for loan losses, internally developed models are used to factor in credit risk related metrics, including the probability of defaults, the loss given default and other relevant risk factors. Management also considered the impact of key macroeconomic factors and determined that historic loan losses are mostly correlated with unemployment rate, inflation rate, bank prime rate and GDP growth rate. These macroeconomic factors were used to generate various forward-looking scenarios used in the calculation of allowance for loan losses. If management were to assign 100% probability to a pessimistic scenario forecast, the allowance for credit losses would have been $1,494 higher than the reported allowance for credit losses as at June 30, 2026 (December 31, 2025 – $1,002 higher).
Overall changes in the allowance for loan losses are summarized below:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
|
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
|
|
|
|
|
|
|
|
|
Balance, beginning of the period |
|
17,430 |
|
14,979 |
|
16,982 |
|
14,076 |
Provision for loan losses |
|
|
|
|
|
|
|
|
Originations |
|
482 |
|
935 |
|
1,384 |
|
1,605 |
Repayments |
|
(188) |
|
(308) |
|
(470) |
|
(658) |
Re-measurement |
|
4,371 |
|
3,791 |
|
9,195 |
|
8,304 |
Charge offs |
|
(4,991) |
|
(3,623) |
|
(9,987) |
|
(7,553) |
Balance, end of the period |
|
17,104 |
|
15,774 |
|
17,104 |
|
15,774 |
5. Marketable securities
|
|
|
|
|
|
|
As at |
|
|
June 30, 2026 |
|
December 31, 2025 |
WonderFi Technologies Inc. |
|
— |
|
8,698 |
Bitcoin ETFs |
|
2,464 |
|
3,563 |
Others |
|
1,737 |
|
2,330 |
Total |
|
4,201 |
|
14,591 |
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended Jun 30, 2026 and 2025
6. Intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Internally generated technology– completed |
|
Internally generated technology– in progress |
|
Software licenses |
|
Acquired technology assets |
|
Customer relationships |
|
Brand |
|
Regulatory licenses |
|
Total |
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2024 |
|
26,780 |
|
2,087 |
|
498 |
|
21,000 |
|
8,900 |
|
1,000 |
|
6,800 |
|
67,065 |
Additions |
|
— |
|
2,609 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
2,609 |
Impairment |
|
— |
|
(34) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(34) |
Derecognition – fully amortized assets |
|
— |
|
— |
|
(535) |
|
— |
|
— |
|
— |
|
— |
|
(535) |
Transfers |
|
2,295 |
|
(2,295) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Foreign exchange translation |
|
— |
|
5 |
|
37 |
|
— |
|
— |
|
— |
|
— |
|
42 |
Balance, December 31, 2025 |
|
29,075 |
|
2,372 |
|
— |
|
21,000 |
|
8,900 |
|
1,000 |
|
6,800 |
|
69,147 |
Additions |
|
— |
|
1,731 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,731 |
Transfers |
|
1,044 |
|
(1,044) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Balance, June 30, 2026 |
|
30,119 |
|
3,059 |
|
— |
|
21,000 |
|
8,900 |
|
1,000 |
|
6,800 |
|
70,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2024 |
|
17,966 |
|
— |
|
408 |
|
8,022 |
|
4,622 |
|
— |
|
4,967 |
|
35,985 |
Amortization |
|
3,047 |
|
— |
|
96 |
|
2,101 |
|
1,065 |
|
— |
|
1,361 |
|
7,670 |
Disposals |
|
— |
|
— |
|
(535) |
|
— |
|
— |
|
— |
|
— |
|
(535) |
Foreign exchange translation |
|
— |
|
— |
|
31 |
|
— |
|
— |
|
— |
|
— |
|
31 |
Balance, December 31, 2025 |
|
21,013 |
|
— |
|
— |
|
10,123 |
|
5,687 |
|
— |
|
6,328 |
|
43,151 |
Amortization |
|
1,632 |
|
— |
|
— |
|
1,050 |
|
532 |
|
— |
|
463 |
|
3,677 |
Foreign exchange translation |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Balance, June 30, 2026 |
|
22,645 |
|
— |
|
— |
|
11,173 |
|
6,219 |
|
— |
|
6,791 |
|
46,828 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2025 |
|
8,062 |
|
2,372 |
|
— |
|
10,877 |
|
3,213 |
|
1,000 |
|
472 |
|
25,996 |
Balance, June 30, 2026 |
|
7,474 |
|
3,059 |
|
— |
|
9,827 |
|
2,681 |
|
1,000 |
|
9 |
|
24,050 |
Amortization of intangible assets of $1,736 for the three months ended June 30, 2026 (June 30, 2025 – $1,920) is included in depreciation and amortization in the interim condensed consolidated statements of operations and comprehensive income (loss).
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended Jun 30, 2026 and 2025
7. Credit facility
The credit facility consists of a $60,000 senior secured credit facility. On February 26, 2025, the Company amended its credit facility to extend the maturity date from January 2, 2026 until January 2, 2029. As part of the amendment, certain financial covenants were modified, and the interest rate was reduced by 100 basis points to 7% plus the greater of i) 2% and ii) the Secured Overnight Financing Rate (“SOFR”). There is a 0.33% fee on the available but undrawn portion of the $60,000 facility. Availability under the facility is determined monthly based on the level of eligible loan receivables. Borrowing capacity fluctuates with the amount of eligible loans, and any borrowings in excess of the eligible loan receivables must be repaid in accordance with the terms of the agreement. The principal and interest balance outstanding for the credit facility as at June 30, 2026 was $49,779 (December 31, 2025 – $51,713).
The credit facility is subject to certain covenants and events of default. As at June 30, 2026 and December 31, 2025, the Company was in compliance with these covenants. Interest expense on the credit facility for the three and six months ended June 30, 2026 of $1,358 and $2,730, respectively (June 30, 2025 – $1,390 and $2,836, respectively).
The Company has provided its senior lenders with a general security interest in all present and after acquired property of the Company, including certain pledged financial instruments, cash and cash equivalents.
|
|
|
|
|
|
|
As at |
|
|
June 30, 2026 |
|
December 31, 2025 |
Balance, beginning of the period |
|
51,713 |
|
48,792 |
Advances from credit facility |
|
— |
|
4,942 |
Payments on credit facility |
|
(1,897) |
|
(2,499) |
Interest payable |
|
(37) |
|
478 |
Balance, end of the period |
|
49,779 |
|
51,713 |
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended Jun 30, 2026 and 2025
8. Debentures
The Company's debentures bear interest at a coupon rate ranging from 8 - 10% per annum. Payments of interest and principal are made to debenture holders on a quarterly basis on the first business day following the end of a calendar quarter, at the Company's option either in cash or Common Shares.
The debenture repayments are payable in either cash or Common Shares, at Orion's option. The number of Common Shares required to settle the repayments is variable based on the Company's share price at the settlement date.
The Company’s debentures balance includes the following:
|
|
|
|
|
|
|
As at |
|
|
June 30, 2026 |
|
December 31, 2025 |
Principal balance |
|
31,730 |
|
32,685 |
Discount |
|
(1,253) |
|
(1,501) |
|
|
30,477 |
|
31,184 |
Interest payable |
|
594 |
|
702 |
|
|
31,071 |
|
31,886 |
|
|
|
|
|
|
|
As at |
|
|
June 30, 2026 |
|
December 31, 2025 |
Balance, beginning of the period |
|
31,886 |
|
35,287 |
Principal repayments |
|
(1,078) |
|
(2,333) |
Discount accretion |
|
261 |
|
553 |
Modification |
|
— |
|
(1,345) |
Other |
|
2 |
|
(276) |
Balance, end of the period |
|
31,071 |
|
31,886 |
The debentures are secured by the assets of the Company, governed by the terms of a trust deed and, among other things, are subject to a subordination agreement to the credit facility which effectively extends the individual maturity dates of the debentures to January 2, 2029, being the maturity date of the credit facility, with the exception of a portion of the debentures whose maturity date was amended to July 2036.
As at March 1, 2025, the Company adjusted the amortised cost of the debentures to give effect to the amended maturity date of the Company's senior secured credit facility from January 2, 2026 to January 2, 2029, and as at April 1, 2026, further adjusted the amortised cost of a portion of the debentures to give effect to an amended maturity date of January 2, 2029 to July 2036. The Company determined that each of these adjustments constituted a non-substantial modification of the existing debentures, and the amortised cost of the debentures was recalculated by discounting the revised estimated future cash flows at the existing effective interest rate. The impact of the modifications was recorded in revaluation gain (loss) in the interim condensed consolidated statements of operations and comprehensive income (loss).
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended Jun 30, 2026 and 2025
8. Debentures (Continued from previous page)
The outstanding debenture principal repayment dates, after giving effect to the subordination agreement referenced above, are as follows:
|
|
|
|
|
Principal component of quarterly payment |
2026 |
|
1,093 |
2027 |
|
2,318 |
2028 |
|
2,507 |
2029 |
|
25,723 |
2030 |
|
— |
Thereafter |
|
89 |
|
|
31,730 |
9. Revenue
The following table provides a breakdown of the Company’s total revenues:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
|
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
Interest revenue |
|
6,322 |
|
6,536 |
|
12,642 |
|
13,135 |
Wealth revenue |
|
4,070 |
|
3,570 |
|
7,961 |
|
7,051 |
Payments revenue |
|
2,362 |
|
2,586 |
|
4,669 |
|
5,141 |
Other Subscription and Services revenue |
|
4,101 |
|
4,241 |
|
8,440 |
|
8,936 |
Total revenue |
|
16,855 |
|
16,933 |
|
33,712 |
|
34,263 |
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended June 30, 2026 and 2025
10. Geographic information
Revenue presented below has been based on the geographic location of customers.
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
|
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
Canada |
|
14,493 |
|
14,347 |
|
29,043 |
|
29,369 |
Europe |
|
2,362 |
|
2,586 |
|
4,669 |
|
4,894 |
Total |
|
16,855 |
|
16,933 |
|
33,712 |
|
34,263 |
Non-current assets presented below has been based on geographic location of the assets. Intangible assets are allocated based on the location of their legal registration.
|
|
|
|
|
|
|
As at |
|
|
June 30, 2026 |
|
December 31, 2025 |
Canada |
|
62,922 |
|
65,134 |
Europe |
|
86 |
|
100 |
Other |
|
36 |
|
16 |
Total |
|
63,044 |
|
65,250 |
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended June 30, 2026 and 2025
11. Expense by nature and function
The following table summarizes the Company’s operating expenses by nature:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
|
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
Personnel expense |
|
5,383 |
|
5,553 |
|
10,706 |
|
11,439 |
Depreciation and amortization |
|
1,805 |
|
2,029 |
|
3,832 |
|
3,983 |
Hosting and software licenses |
|
1,716 |
|
1,437 |
|
3,500 |
|
2,734 |
Marketing |
|
257 |
|
996 |
|
1,166 |
|
2,106 |
Professional services |
|
902 |
|
556 |
|
1,727 |
|
1,237 |
Stock-based compensation |
|
204 |
|
507 |
|
434 |
|
982 |
Insurance and licenses |
|
393 |
|
433 |
|
760 |
|
808 |
Credit verification costs |
|
133 |
|
294 |
|
407 |
|
484 |
Premises |
|
166 |
|
176 |
|
349 |
|
377 |
Others |
|
388 |
|
809 |
|
832 |
|
1,632 |
Total |
|
11,347 |
|
12,790 |
|
23,713 |
|
25,782 |
The following table summarizes the Company’s operating expenses by function including stock-based compensation and depreciation and amortization from the interim condensed consolidated statements of operations and comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
|
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
Technology and development |
|
3,826 |
|
4,153 |
|
8,107 |
|
8,286 |
Marketing |
|
330 |
|
1,064 |
|
1,297 |
|
2,226 |
Customer service and operations |
|
2,805 |
|
2,933 |
|
5,423 |
|
5,640 |
General and administration |
|
4,386 |
|
4,640 |
|
8,886 |
|
9,630 |
Total |
|
11,347 |
|
12,790 |
|
23,713 |
|
25,782 |
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended June 30, 2026 and 2025
12. Revaluation loss (gain)
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
|
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
Realized (gain) loss on investment portfolio and marketable securities |
|
(69) |
|
— |
|
242 |
|
(257) |
Unrealized loss (gain) on investment portfolio and marketable securities |
|
84 |
|
(13,616) |
|
2,781 |
|
(3,526) |
Unrealized gain on debentures |
|
(3) |
|
— |
|
(3) |
|
(1,367) |
Realized foreign exchange (gain) loss |
|
(8) |
|
1 |
|
(20) |
|
15 |
Unrealized foreign exchange gain |
|
(513) |
|
(255) |
|
(646) |
|
(1,072) |
Total |
|
(509) |
|
(13,870) |
|
2,354 |
|
(6,207) |
13. Other non-operating expense (income)
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
|
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
Restructuring charges |
|
— |
|
122 |
|
— |
|
122 |
Income from investor arrangements |
|
— |
|
(3,000) |
|
— |
|
(3,000) |
Other |
|
293 |
|
339 |
|
364 |
|
755 |
Total |
|
293 |
|
(2,539) |
|
364 |
|
(2,123) |
During the six-months ended June 30, 2025, the Company entered into agreements with WonderFi Technologies Inc. (“WonderFi”), and its related shareholder groups, in exchange for required consents and waivers to amendments to legacy investor rights agreements. The Company recognized $3,000 as Other Income upon satisfaction of these obligations, as the transaction is non-recurring and outside the ordinary course of operations. The related cash inflows are included in operating cash flows for the period.
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended Jun 30, 2026 and 2025
14. Fair value of financial instruments
(a) Accounting classifications and fair values
The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. During the three months ended June 30, 2026, there have not been any transfers between fair value hierarchy levels.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
Fair value |
June 30, 2026 |
|
Note |
|
FVTPL |
|
Financial asset at amortized cost |
|
Other financial liabilities |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Financial assets measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities |
|
5 |
|
4,201 |
|
— |
|
— |
|
4,201 |
|
4,201 |
|
— |
|
— |
|
4,201 |
Investment portfolio |
|
|
|
5,552 |
|
— |
|
— |
|
5,552 |
|
— |
|
— |
|
5,552 |
|
5,552 |
|
|
|
|
9,753 |
|
— |
|
— |
|
9,753 |
|
|
|
|
|
|
|
|
Financial assets not measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalent |
|
|
|
— |
|
23,271 |
|
— |
|
23,271 |
|
23,271 |
|
— |
|
— |
|
23,271 |
Restricted cash |
|
|
|
— |
|
1,785 |
|
— |
|
1,785 |
|
1,785 |
|
— |
|
— |
|
1,785 |
Loans receivable |
|
4 |
|
— |
|
58,284 |
|
— |
|
58,284 |
|
— |
|
— |
|
58,284 |
|
58,284 |
Other receivables |
|
|
|
— |
|
4,654 |
|
— |
|
4,654 |
|
— |
|
— |
|
4,654 |
|
4,654 |
|
|
|
|
— |
|
87,994 |
|
— |
|
87,994 |
|
|
|
|
|
|
|
|
Financial liabilities not measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, accruals and other |
|
|
|
— |
|
— |
|
14,984 |
|
14,984 |
|
— |
|
— |
|
14,984 |
|
14,984 |
Credit facility |
|
7 |
|
— |
|
— |
|
49,779 |
|
49,779 |
|
— |
|
49,779 |
|
— |
|
49,779 |
Debentures |
|
8 |
|
— |
|
— |
|
31,071 |
|
31,071 |
|
— |
|
— |
|
31,045 |
|
31,045 |
|
|
|
|
— |
|
— |
|
95,834 |
|
95,834 |
|
|
|
|
|
|
|
|
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended Jun 30, 2026 and 2025
14. Fair value of financial instruments (Continued from previous page)
(a) Accounting classifications and fair values (Continued from previous page)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
Fair value |
As at December 31, 2025 |
|
Note |
|
FVTPL |
|
Financial asset at amortized cost |
|
Other financial liabilities |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Financial assets measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities |
|
5 |
|
14,591 |
|
— |
|
— |
|
14,591 |
|
14,591 |
|
— |
|
— |
|
14,591 |
Investment portfolio |
|
|
|
6,484 |
|
— |
|
— |
|
6,484 |
|
— |
|
— |
|
6,484 |
|
6,484 |
|
|
|
|
21,075 |
|
— |
|
— |
|
21,075 |
|
|
|
|
|
|
|
|
Financial assets not measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalent |
|
|
|
— |
|
17,702 |
|
— |
|
17,702 |
|
17,702 |
|
— |
|
— |
|
17,702 |
Restricted cash |
|
|
|
— |
|
2,462 |
|
— |
|
2,462 |
|
2,462 |
|
— |
|
— |
|
2,462 |
Loans receivable |
|
4 |
|
— |
|
60,650 |
|
— |
|
60,650 |
|
— |
|
— |
|
60,650 |
|
60,650 |
Other receivables |
|
|
|
— |
|
4,846 |
|
— |
|
4,846 |
|
— |
|
— |
|
4,846 |
|
4,846 |
|
|
|
|
— |
|
85,660 |
|
— |
|
85,660 |
|
|
|
|
|
|
|
|
Financial liabilities not measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, accruals and other |
|
|
|
— |
|
— |
|
16,298 |
|
16,298 |
|
— |
|
— |
|
16,298 |
|
16,298 |
Credit facility |
|
7 |
|
— |
|
— |
|
51,713 |
|
51,713 |
|
— |
|
51,713 |
|
— |
|
51,713 |
Debentures |
|
8 |
|
— |
|
— |
|
31,886 |
|
31,886 |
|
— |
|
— |
|
29,735 |
|
29,735 |
|
|
|
|
— |
|
— |
|
99,897 |
|
99,897 |
|
|
|
|
|
|
|
|
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended Jun 30, 2026 and 2025
14. Fair value of financial instruments (Continued from previous page)
(b) Measurement of fair values:
(i) Valuation techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring Level 3 fair values for financial instruments in the interim condensed consolidated statements of financial position, as well as the significant unobservable inputs used.
|
|
|
|
Type |
Valuation technique |
Significant unobservable inputs |
Inter-relationship between significant unobservable inputs and fair value |
Investment portfolio: Equities Unlisted |
Prices of recent investments in the investee company Implied multiples from recent transactions of the underlying investee companies Offers received by investee companies Revenue multiples derived from comparable public companies and transactions Option pricing model |
Third-party transactions Revenue multiples (2.07-2.16, 2025: 2.3-2.7) Balance sheets and last twelve-month revenues for certain of the investee companies Equity volatility (50-110%, 2025: 50-110%) Time to exit events Discount for lack of marketability (10%, 2025: 5-10%) |
An increase in the revenue multiple would increase fair value Increases in equity volatility can increase or decrease fair value depending on class of shares held in the investee company Increases in estimated time to exit event can increase or decrease fair value depending on class of shares held in the investee company |
|
|
|
|
Partnership interest and others |
Adjusted net book value |
Net asset value per unit Change in market pricing of comparable companies of the underlying investments made by the partnership |
Increases in net asset value per unit or change in market pricing of comparable companies of the underlying investment made by the partnership can increase fair value |
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended Jun 30, 2026 and 2025
14. Fair value of financial instruments (Continued from previous page)
(b) Measurement of fair values (Continued from previous page):
(i) Valuation techniques and significant unobservable inputs (Continued from previous page)
The following table presents the changes in fair value measurements of the Company’s investment portfolio recognized at fair value at June 30, 2026 and December 31, 2025 and classified as Level 3:
|
|
|
|
|
|
|
As at |
|
|
June 30, 2026 |
|
December 31, 2025 |
Balance, beginning of the period |
|
6,484 |
|
11,991 |
Disposal |
|
(214) |
|
(715) |
Transfer to Level 1 marketable securities |
|
— |
|
(2,600) |
Unrealized exchange (loss) gain |
|
179 |
|
(353) |
Unrealized loss on investment portfolio |
|
(897) |
|
(1,839) |
Balance, end of the period |
|
5,552 |
|
6,484 |
In 2025, one of the Company’s investments was transferred from Level 3 to Level 1 following their public listing through a reverse takeover. The investment is now measured using quoted market prices and presented as a marketable security.
The carrying value of the Company's current loans receivable, other receivables, and accounts payable, accruals and other approximates its fair values due to the short-term nature of these instruments. The fair value of the Company's credit facility approximates its carrying amount due to its variable interest rate, which approximates a market interest rate. The fair value of the Company's debentures was determined based on a discounted cash flow analysis using observable market interest rates for comparable instruments.
(ii) Sensitivity analysis
For the fair value of equity securities, reasonably possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects.
|
|
|
|
|
|
|
|
|
|
|
Profit or loss |
|
|
|
|
Increase |
|
Decrease |
Investment portfolio: |
|
|
|
|
June 30, 2026 |
|
Adjusted market multiple (5% movement) |
|
278 |
|
(278) |
|
|
|
|
|
|
|
December 31, 2025 |
|
Adjusted market multiple (5% movement) |
|
324 |
|
(324) |
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended June 30, 2026 and 2025
15. Nature and extent of risk arising from financial instruments
There have been no significant changes to the Company's risk management objectives, policies or the nature of risks arising from financial instruments since December 31, 2025, as described in Note 22 to the Company's annual consolidated financial statements for the year ended December 31, 2025.
Credit risk
The Company's credit risk continues to arise primarily from its loans receivable. There has been no significant change to the Company's credit risk management approach, underwriting practices, or concentration of credit risk during the three and six months ended June 30, 2026. Refer to Note 4 for details of the aging and expected credit loss measurement of loans receivable as at June 30, 2026.
Interest rate risk
The Company's credit facility bears interest at a variable rate based on SOFR and is therefore exposed to changes in market interest rates. The facility is not subject to a SOFR floor. As at June 30, 2026, SOFR is 3.62% (December 31, 2025 – 3.87%). The debentures continue to bear interest at fixed rates and are not subject to cash flow variability from interest rate movements.
Liquidity risk
There has been no significant change to the Company's liquidity risk management approach since December 31, 2025. The amounts presented in the maturity analysis represent undiscounted contractual cash flows. The maturity schedule of the Company's contractual obligations, including its credit facility and debentures, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
2027 |
|
2028 |
|
2029 |
|
2030 |
|
Thereafter |
Commitments - operational |
|
|
|
|
|
|
|
|
|
|
|
|
Lease payments |
|
536 |
|
605 |
|
— |
|
— |
|
— |
|
— |
Accounts payable |
|
3,352 |
|
— |
|
— |
|
— |
|
— |
|
— |
Accruals and other |
|
11,632 |
|
— |
|
— |
|
— |
|
— |
|
— |
Other purchase obligations |
|
390 |
|
390 |
|
— |
|
— |
|
— |
|
— |
Interest – Credit facility (Note 7) |
|
3,127 |
|
5,312 |
|
5,312 |
|
29 |
|
|
|
— |
Interest – Debentures (Note 8)(1) |
|
1,290 |
|
2,134 |
|
1,965 |
|
472 |
|
12 |
|
70 |
|
|
20,327 |
|
8,441 |
|
7,277 |
|
501 |
|
12 |
|
70 |
Commitments – principal repayments |
|
|
|
|
|
|
|
|
|
|
|
|
Credit facility (Note 7) |
|
— |
|
— |
|
— |
|
49,337 |
|
— |
|
— |
Debentures (Note 8) (1) |
|
1,093 |
|
2,318 |
|
2,507 |
|
25,723 |
|
— |
|
89 |
|
|
1,093 |
|
2,318 |
|
2,507 |
|
75,060 |
|
— |
|
89 |
Total contractual obligations |
|
21,420 |
|
10,759 |
|
9,784 |
|
75,561 |
|
12 |
|
159 |
(1)The debenture repayments are payable in either cash or Common Shares at the Company’s option. The number of Common Shares required to settle the repayments is variable based on the Company’s share price at the repayment date, and accordingly the timing and amount of associated cash outflows may vary. Quarterly debenture payments include both principal and interest components.
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended Jun 30, 2026 and 2025
16. Equity
The Company’s authorized share capital is comprised of an unlimited number of Common Shares with no par value and an unlimited number of preferred shares issuable in one or more series. The Board is authorized to determine the rights and privileges and number of shares of each series of preferred shares.
As at June 30, 2026, there were 23,781,198 (December 31, 2025 – 23,943,550) Common Shares and no preferred shares issued and outstanding.
For the three months ended June 30, 2026, the Company repurchased 113,628 Common Shares for cancellation under the share repurchase program at an average price of CAD $1.32 per share, for a total repurchase cost of $150.
For the six months ended June 30, 2026, the Company repurchased 162,352 Common Shares for cancellation under the share repurchase program at an average price of CAD $1.36 per share, for a total repurchase cost of $220.
(b)Treasury share reserve
The treasury share reserve comprises the cost of the shares held by the Company. As at June 30, 2026, the Company held 190,706 Common Shares in reserve (December 31, 2025 – 190,706).
The Company has a stock option plan (the “Plan”) that provides for the granting of options to directors, officers, employees and consultants. The exercise price of an option is set at the time that such option is granted under the Plan. The maximum number of Common Shares reserved for issuance under the Plan is the greater of i) 15% of the number of Common Shares issued and outstanding, and ii) 1,266,667.
Each option entitles the holder to receive one Common Share upon exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither right to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of expiry. Options issued under the Plan have a maximum contractual term of eight years and options issued under the Prior Plan have a maximum contractual term of ten years.
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended Jun 30, 2026 and 2025
16. Equity (Continued from previous page)
(c)Options (Continued from previous page)
A summary of the status of the stock options and changes in the period is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding (000s) |
|
Weighted average grant date fair value $ |
|
Weighted average exercise price $ |
|
Options exercisable (000s) |
|
Weighted average exercise price $ |
Balance, December 31, 2024 |
|
2,760 |
|
— |
|
2.69 |
|
1,543 |
|
3.06 |
Options issued |
|
890 |
|
1.32 |
|
1.86 |
|
— |
|
— |
Exercised |
|
(19) |
|
4.51 |
|
1.86 |
|
— |
|
— |
Forfeited |
|
(239) |
|
5.20 |
|
1.87 |
|
— |
|
— |
Balance, December 31, 2025 |
|
3,392 |
|
— |
|
2.55 |
|
1,951 |
|
2.93 |
Options issued |
|
46 |
|
0.88 |
|
1.26 |
|
— |
|
— |
Forfeited |
|
(43) |
|
14.87 |
|
8.03 |
|
— |
|
— |
Balance, June 30, 2026 |
|
3,395 |
|
— |
|
2.48 |
|
2,370 |
|
2.69 |
The above noted options have expiry dates ranging from August 2026 to June 2034.
With the exception of performance-based stock options, the fair value of each option granted was estimated using the Black-Scholes option pricing model with the following assumptions:
|
|
|
|
|
|
|
Six months ended |
|
|
June 30, 2026 |
|
June 30, 2025 |
Risk-free interest rate |
|
3.01%-3.09% |
|
2.85%-2.90% |
Expected life |
|
5 years |
|
5 years |
Expected volatility in market price of shares |
|
81%-83% |
|
90%-91% |
Expected dividend yield |
|
0% |
|
0% |
Expected forfeiture rate |
|
0% - 15% |
|
0% - 15% |
Weighted average share price |
|
1.26 |
|
1.82 |
These options generally vest monthly over a four-year period after an initial one-year cliff.
Volatility of the above options is based on the Company's market share price over the last 5 years.
Total stock-based compensation costs related to options for the three months ended June 30, 2026 was $204 (June 30, 2025 – $507).
Orion Digital Corp.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and six months ended Jun 30, 2026 and 2025
16. Equity (Continued from previous page)
(d) Warrants
|
|
|
|
|
|
|
|
|
|
|
Warrants outstanding (000s) |
|
Weighted average exercise price $ |
|
Warrants exercisable (000s) |
|
Weighted average exercise price $ |
Balance, December 31, 2024 |
|
769 |
|
5.02 |
|
402 |
|
7.59 |
Balance, December 31, 2025 |
|
769 |
|
5.02 |
|
769 |
|
5.02 |
Warrants expired |
|
(191) |
|
— |
|
(191) |
|
— |
Balance, June 30, 2026 |
|
578 |
|
2.24 |
|
578 |
|
2.24 |
The 577,778 warrants outstanding noted above have expiry dates ranging from September 2026 to August 2027.
17. Related party transactions
During the three and six months ended June 30, 2026 the company incurred interest expense on debentures held by related parties. The related party debentures balance as at June 30, 2026, totaled $130 (December 31, 2025 – $126). The debentures bear annual coupon interest of 8.0% (December 31, 2025 – 8.0%) with interest expense for the three months ended June 30, 2026, totaling $3 (June 30, 2025 – $3).