VIQ Solutions Inc 6-K, filed Mar 31, 2023
VIQ Solutions Inc. (VQSSF)
About this 6-K
VIQ Solutions Inc filed this 6-K on March 31, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2023
Commission File Number: 001-40717
VIQ SOLUTIONS INC.
(Name of registrant)
5915 Airport Road
Suite 700
Mississauga, Ontario L4V 1T1
Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| x Form 20-F | ¨ Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
The information contained in Exhibits 99.1 and 99.2 to this to this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-266874) and Registration Statement on Form S-8 (File No. 333-257263).”
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| VIQ SOLUTIONS INC. | |||
| (Registrant) | |||
| Date: March 30, 2023 | By: | /s/ Alexie Edwards | |
| Name: | Alexie Edwards | ||
| Title: | Chief Financial Officer | ||
Form 6-K Exhibit Index
Exhibit 99.1
VIQ Solutions Inc.
Consolidated Financial Statements
and Report of Independent Registered Public Accounting Firm thereon
As of December 31, 2022 and December 31, 2021 and for the three years ended December 31, 2022
(Expressed in United States dollars)
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of VIQ Solutions Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of financial position of VIQ Solutions Inc. (the “Company”) as of December 31, 2022, the related consolidated statements of loss and comprehensive loss, changes in shareholders' equity and cash flow for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022, and its financial performance and its cash flows for the year then ended in conformity with International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board.
We also audited the adjustments described in Note 4 that were applied to restate the 2021 consolidated financial statements for measurement period adjustments in accordance with IFRS 3 Business Combinations. In our opinion, such adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review, or apply any procedures to the 2021 and 2020 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2021 and 2020 consolidated financial statements taken as a whole.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Chartered Professional Accountants
Licensed Public Accountants
We have served as the Company’s auditor since 2022.
Toronto Canada
March 30, 2023
KPMG LLP
Vaughan Metropolitan Centre
100 New Park Place
Suite 1400
Vaughan, ON Canada L4K 0J3
Telephone (905) 265-5900
Fax (905) 265-6390
www.kpmg.ca
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of VIQ Solutions Inc.:
Opinion on the Consolidated Financial Statements
We have audited, before the effects of the adjustments made to retrospectively adjust the purchase price allocation relating to measurement period adjustments for the business combination as described in Note 4, the consolidated statement of financial position of VIQ Solutions Inc. (the Company) as of December 31, 2021, the related consolidated statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). The 2021 consolidated financial statements before the effects of the adjustments described in Note 4 are not presented herein. In our opinion, the consolidated financial statements, before the effects of the adjustments made to retrospectively adjust the purchase price allocation relating to measurement period adjustments for the business combination as described in Note 4, present fairly, in all material respects the financial position of the Company as of December 31, 2021 and its financial performance and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We were not engaged to audit, review, or apply any procedures to the adjustments related to the retrospective change described in Note 4 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Chartered Professional Accountants, Licensed Public Accountants
We served as the Company's auditor from 2020 to 2022.
Vaughan, Canada
May 2, 2022
VIQ Solutions Inc.
Consolidated Statements of Financial Position
(Expressed in United States dollars)
| December 31, 2022 | December 31, 2021 Restated (note 4) | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | 1,657,571 | $ | 10,583,534 | ||||
| Trade and other receivables, net of allowance for doubtful accounts (notes 5, 6) | 5,305,728 | 5,594,368 | ||||||
| Income tax recoverable (note 21) | 104,670 | – | ||||||
| Inventories | 37,807 | 49,557 | ||||||
| Prepaid expenses and deposits | 2,050,661 | 2,054,793 | ||||||
| 9,156,437 | 18,282,252 | |||||||
| Non-current assets | ||||||||
| Restricted cash | 463,743 | 303,945 | ||||||
| Property and equipment (note 7) | 1,432,133 | 460,974 | ||||||
| Right-of-use assets, net (note 19) | 1,058,600 | 1,134,493 | ||||||
| Intangible assets, net (notes 4, 8) | 10,731,917 | 14,928,984 | ||||||
| Goodwill (notes 4, 8) | 12,047,048 | 12,440,557 | ||||||
| Deferred tax assets (note 21) | 655,004 | 464,800 | ||||||
| Total assets | $ | 35,544,882 | $ | 48,016,005 | ||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Trade and other payables and accrued liabilities | $ | 5,937,880 | $ | 5,679,628 | ||||
| Income tax payable (note 21) | 45,212 | 97,784 | ||||||
| Share-based payment liability (note 11) | 31,487 | 551,201 | ||||||
| Derivative warrant liability (note 10) | 290,712 | 1,862,876 | ||||||
| Current portion of long-term debt (note 9) | 8,634,258 | 1,109,713 | ||||||
| Current portion of lease obligations (note 20) | 487,673 | 287,901 | ||||||
| Contract liabilities | 1,745,415 | 1,003,187 | ||||||
| 17,172,637 | 10,592,290 | |||||||
| Non-current liabilities | ||||||||
| Deferred tax liability (note 21) | 868,643 | 1,224,640 | ||||||
| Long-term debt (note 9) | 19,812 | 11,999,108 | ||||||
| Long-term contingent consideration (note 4) | – | 166,603 | ||||||
| Long-term lease obligations (note 20) | 718,575 | 900,868 | ||||||
| Other long-term liabilities | 1,121,805 | 1,042,938 | ||||||
| Total liabilities | 19,901,472 | 25,926,447 | ||||||
| Shareholders' Equity | ||||||||
| Capital stock (note 11) | 74,690,527 | 72,191,764 | ||||||
| Contributed surplus | 5,892,192 | 4,842,208 | ||||||
| Accumulated other comprehensive income (loss) | (1,214,354 | ) | 74,526 | |||||
| Deficit | (63,724,955 | ) | (55,018,940 | ) | ||||
| Total shareholders’ equity | 15,643,410 | 22,089,558 | ||||||
| Total liabilities and shareholders' equity | $ | 35,544,882 | $ | 48,016,005 | ||||
Subsequent events (note 24)
See accompanying notes to consolidated financial statements.
| Approved by the Board | Signed “Larry Taylor” | Signed “Sebastien Paré” | ||
| Larry Taylor, Director | Sebastien Paré, CEO and Director |
1
VIQ Solutions Inc.
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in United States dollars)
| Year ended December 31 | ||||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| Revenue (note 16) | $ | 45,843,929 | $ | 31,046,812 | $ | 31,749,693 | ||||||
| Cost of sales | 23,918,226 | 16,123,853 | 15,599,437 | |||||||||
| Gross profit | 21,925,703 | 14,922,959 | 16,150,256 | |||||||||
| Expenses (note 17) | ||||||||||||
| Selling and administrative expenses | 24,526,303 | 19,119,713 | 11,034,902 | |||||||||
| Research and development expenses | 734,115 | 1,092,108 | 1,074,178 | |||||||||
| Stock-based compensation (note 12) | 2,779,312 | 8,495,189 | 725,316 | |||||||||
| Gain on revaluation of options (note 11) | (1,511,399 | ) | (1,028,055 | ) | – | |||||||
| Gain on revaluation of RSUs (note 11) | (550,260 | ) | (242,595 | ) | – | |||||||
| Gain on revaluation of the derivative warrant liability (note 10) | (4,255,017 | ) | (1,368,180 | ) | – | |||||||
| Foreign exchange loss (gain) (note 22) | (452,068 | ) | 22,130 | (132,306 | ) | |||||||
| Depreciation (notes 7, 19) | 579,249 | 257,099 | 445,995 | |||||||||
| Amortization (note 8) | 5,508,954 | 4,384,502 | 4,813,248 | |||||||||
| Interest expense (note 9) | 1,052,618 | 1,331,100 | 4,934,517 | |||||||||
| Accretion and other financing costs (note 9) | 1,231,194 | 967,106 | 1,216,949 | |||||||||
| Loss (gain) on contingent consideration (note 4) | 80,071 | (332,569 | ) | (946,503 | ) | |||||||
| Loss on revaluation of conversion feature liability (note 9) | – | – | 1,308,440 | |||||||||
| Loss on repayment of long-term debt (note 9) | – | – | 1,497,804 | |||||||||
| Loss on extinguishment of debt (note 9) | 747,865 | – | – | |||||||||
| Impairment of goodwill and intangible assets | – | – | 2,258,369 | |||||||||
| Impairment of property and equipment (note 7) | 15,246 | – | – | |||||||||
| Restructuring costs | 323,075 | 432,702 | – | |||||||||
| Business acquisition costs | 433,372 | 539,734 | 19,058 | |||||||||
| Other income | (1,291 | ) | (12,003 | ) | (10,373 | ) | ||||||
| Total expenses | 31,241,339 | 33,657,981 | 28,239,594 | |||||||||
| Current income tax (recovery) expense (note 21) | (105,256 | ) | (875 | ) | 106,986 | |||||||
| Deferred income tax (recovery) expense (note 21) | (504,365 | ) | 944,602 | (1,051,018 | ) | |||||||
| Income tax (recovery) expense (note 21) | (609,621 | ) | 943,727 | (944,032 | ) | |||||||
| Net loss for the year | $ | (8,706,015 | ) | $ | (19,678,749 | ) | $ | (11,145,306 | ) | |||
| Exchange gain (loss) on translating foreign operations | (1,288,880 | ) | 153,432 | 56,152 | ||||||||
| Comprehensive loss for the year | $ | (9,994,895 | ) | $ | (19,525,317 | ) | $ | (11,089,154 | ) | |||
| Net loss per share (note 13) | ||||||||||||
| Basic | (0.28 | ) | (0.74 | ) | (0.62 | ) | ||||||
| Diluted | (0.28 | ) | (0.74 | ) | (0.62 | ) | ||||||
| Weighted average number of common shares outstanding - basic (note 13) | 31,648,001 | 26,448,594 | 18,080,533 | |||||||||
| Weighted average number of common shares outstanding - diluted (note 13) | 31,648,001 | 26,448,594 | 18,080,533 | |||||||||
See accompanying notes to consolidated financial statements.
2
VIQ Solutions Inc.
Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in United States dollars)
| Capital stock | Contributed | Accumulated other comprehensive | Total Shareholders’ | |||||||||||||||||||||
| Number | Amount | surplus | Deficit | income (loss) | equity | |||||||||||||||||||
| Balance as at December 31, 2021 | 29,881,717 | $ | 72,191,764 | $ | 4,842,208 | $ | (55,018,940 | ) | $ | 74,526 | $ | 22,089,558 | ||||||||||||
| Comprehensive loss for the year | – | – | – | (8,706,015 | ) | (1,288,880 | ) | (9,994,895 | ) | |||||||||||||||
| Shares issued due to Private Placement (note 10) | 3,551,852 | 1,898,271 | – | – | – | 1,898,271 | ||||||||||||||||||
| Shares issued due to Crown Capital debt amendment (note 9) | 1,078,901 | 442,626 | – | – | – | 442,626 | ||||||||||||||||||
| Shares issued due to exercise of restricted share units (note 11) | 137,227 | 157,866 | (214,539 | ) | – | – | (56,673 | ) | ||||||||||||||||
| Stock-based compensation (note 12) | – | – | 1,264,523 | – | – | 1,264,523 | ||||||||||||||||||
| Balance as at December 31, 2022 | 34,649,697 | $ | 74,690,527 | $ | 5,892,192 | $ | (63,724,955 | ) | $ | (1,214,354 | ) | $ | 15,643,410 | |||||||||||
| Capital stock | Contributed | Accumulated other comprehensive | Total Shareholders’ | |||||||||||||||||||||
| Number | Amount | surplus | Deficit | loss | equity | |||||||||||||||||||
| Balance at December 31, 2020 | 23,591,427 | $ | 50,234,551 | $ | 4,970,945 | $ | (35,340,191 | ) | $ | (78,906 | ) | $ | 19,786,399 | |||||||||||
| Comprehensive income (loss) from continuing operations for the period | – | – | – | (19,678,749 | ) | 153,432 | (19,525,317 | ) | ||||||||||||||||
| Shares issued due to Private Placement (note 10) | 4,235,294 | 13,485,003 | – | – | – | 13,485,003 | ||||||||||||||||||
| Shares issued due to exercise of stock options (note 11) | 203,333 | 393,313 | (147,153 | ) | – | – | 246,160 | |||||||||||||||||
| Shares issued due to exercise of warrants (note 11) | 1,123,878 | 2,746,706 | (654,430 | ) | – | – | 2,092,276 | |||||||||||||||||
| Shares issued due to exercise of restricted share units (note 11) | 727,785 | 5,332,191 | (6,006,736 | ) | – | – | (674,545 | ) | ||||||||||||||||
| Stock-based compensation (note 12) | – | – | 6,679,582 | – | – | 6,679,582 | ||||||||||||||||||
| Balance at December 31, 2021 | 29,881,717 | $ | 72,191,764 | $ | 4,842,208 | $ | (55,018,940 | ) | $ | 74,526 | $ | 22,089,558 | ||||||||||||
3
VIQ Solutions Inc.
Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in United States dollars)
| Capital stock | Contributed | Accumulated other comprehensive | Total Shareholders’ | |||||||||||||||||||||
| Number | Amount | surplus | Deficit | loss | equity | |||||||||||||||||||
| Balance as at December 31, 2019 | 10,852,617 | $ | 21,987,937 | $ | 4,552,528 | $ | (24,194,885 | ) | $ | (135,058 | ) | $ | 2,210,522 | |||||||||||
| Comprehensive income (loss) for the year | – | – | – | (11,145,306 | ) | 56,152 | (11,089,154 | ) | ||||||||||||||||
| Issuance of common shares in private placement, net of issuance costs (notes 10,11) | 4,705,900 | 13,747,345 | – | – | – | 13,747,345 | ||||||||||||||||||
| Shares issued due to exercise of stock options (note 11) | 92,500 | 129,982 | (46,416 | ) | – | – | 83,566 | |||||||||||||||||
| Shares issued due to exercise of warrants and warrant repricing (notes 10, 11) | 1,154,759 | 1,940,925 | 3,324 | – | – | 1,944,249 | ||||||||||||||||||
| Shares issued due to convertible note (note 9) | 6,785,651 | 12,428,362 | – | – | – | 12,428,362 | ||||||||||||||||||
| Stock-based compensation (note 12) | – | – | 461,509 | – | – | 461,509 | ||||||||||||||||||
| Balance as at December 31, 2020 | 23,591,427 | $ | 50,234,551 | $ | 4,970,945 | $ | (35,340,191 | ) | $ | (78,906 | ) | $ | 19,786,399 | |||||||||||
See accompanying notes to consolidated financial statements.
4
VIQ Solutions Inc.
Consolidated Statements of Cashflow
(Expressed in United States dollars)
| Year ended December 31 | ||||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| Cash provided by (used in) | ||||||||||||
| Operating activities | ||||||||||||
| Net loss for the year | $ | (8,706,015 | ) | $ | (19,678,749 | ) | $ | (11,145,306 | ) | |||
| Items not affecting cash: | ||||||||||||
| Depreciation (notes 7, 19) | 579,249 | 257,099 | 445,995 | |||||||||
| Amortization (note 8) | 5,508,954 | 4,384,502 | 4,813,249 | |||||||||
| Stock-based compensation (notes 11, 12) | 2,779,312 | 8,495,189 | 725,316 | |||||||||
| Loss on revaluation of conversion feature liability (note 9) | – | – | 1,308,440 | |||||||||
| Loss on repayment of long-term debt (note 9) | – | – | 1,497,804 | |||||||||
| Accretion and other financing costs (note 9) | 1,231,194 | 967,106 | 1,216,949 | |||||||||
| Interest expense (note 9) | 1,052,617 | 1,331,100 | 4,934,517 | |||||||||
| Income tax (recovery) expense (note 21) | (609,621 | ) | 943,727 | (944,032 | ) | |||||||
| (Loss) gain on contingent consideration (note 4) | 80,071 | (332,569 | ) | (946,503 | ) | |||||||
| Gain on revaluation of options, RSUs, and derivative warrant liability (notes 10, 11) | (6,316,676 | ) | (2,638,830 | ) | – | |||||||
| Impairment of goodwill and intangibles (note 4) | – | – | 2,258,369 | |||||||||
| Impairment of property and equipment (note 7) | 15,246 | – | – | |||||||||
| Payment of taxes (note 21) | – | (113,853 | ) | – | ||||||||
| Loss on extinguishment of debt (note 9) | 747,865 | – | – | |||||||||
| Other income | (1,291 | ) | (12,003 | ) | (10,373 | ) | ||||||
| Foreign exchange (gain) loss (note 22) | (452,068 | ) | 22,130 | (132,306 | ) | |||||||
| Unrealized foreign exchange (gain) loss | 360,190 | 139,250 | 174,251 | |||||||||
| Changes in non-cash operating working capital (note 14) | 1,395,097 | (2,002,506 | ) | (773,287 | ) | |||||||
| Cash provided by (used in) operating activities | (2,335,876 | ) | (8,238,407 | ) | 3,423,083 | |||||||
| Investing activities | ||||||||||||
| Purchase of property and equipment (note 7) | (1,202,489 | ) | (79,204 | ) | (202,297 | ) | ||||||
| Business acquisitions (note 4) | (298,927 | ) | (9,135,131 | ) | (4,411,500 | ) | ||||||
| Earn out payment (note 4) | (539,380 | ) | (2,600,536 | ) | (377,312 | ) | ||||||
| Development costs related to internally generated intangible assets (note 8) | (1,828,983 | ) | (2,364,733 | ) | (1,642,783 | ) | ||||||
| Change in restricted cash | (234,286 | ) | (261,110 | ) | (5,299 | ) | ||||||
| Cash used in investing activities | (4,104,065 | ) | (14,440,714 | ) | (6,639,191 | ) | ||||||
| Financing activities | ||||||||||||
| Issuance of share capital, net of issuance costs (notes 10, 11) | 4,053,476 | 16,715,000 | 13,747,345 | |||||||||
| Issuance cost reimbursement | – | 1,673 | – | |||||||||
| Proceeds from debt, net of issuance costs (note 9) | – | – | 4,827,175 | |||||||||
| Proceeds from exercise of stock options (note 11) | – | 246,160 | 10,568 | |||||||||
| Proceeds from exercise of warrants (note 11) | – | 2,092,276 | 1,859,963 | |||||||||
| Payment of amendment fees on debt (note 9) | (239,880 | ) | – | – | ||||||||
| Repayment of debt (note 9) | (4,761,890 | ) | (1,070,275 | ) | (838,031 | ) | ||||||
| Repayment of lease obligations (note 20) | (270,795 | ) | (150,924 | ) | (338,276 | ) | ||||||
| Payment of interest on debt (note 9) | (1,040,596 | ) | (1,277,202 | ) | (1,052,576 | ) | ||||||
| Payment of interest on lease obligations (note 20) | (114,131 | ) | (34,712 | ) | (53,549 | ) | ||||||
| Cash provided by (used in) financing activities | (2,373,816 | ) | 16,521,996 | 18,162,619 | ||||||||
| Net increase (decrease) in cash for the year | (8,813,757 | ) | (6,157,125 | ) | 14,946,511 | |||||||
| Cash, beginning of year | 10,583,534 | 16,835,671 | 1,707,654 | |||||||||
| Effect of exchange rate changes on cash | (112,206 | ) | (95,012 | ) | 181,506 | |||||||
| Cash, end of year | $ | 1,657,571 | $ | 10,583,534 | $ | 16,835,671 | ||||||
See accompanying notes to consolidated financial statements.
5
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 1. | Nature of operations |
VIQ Solutions Inc. (“VIQ” or the “Company”) is a technology and service platform provider for digital evidence capture, retrieval, and content management. VIQ’s modular software allows customers to easily integrate the platform at any stage of their organization's digitization, from the capture of digital content from video and audio devices through to online collaboration, mobility, data analytics, and integration with sensors, facial recognition, speech recognition, and case management or patient record systems. VIQ operates worldwide with a network of partners including security integrators, audio-video specialists, and hardware and data storage suppliers.
The Company also provides recording and transcription services directly to a variety of clients including medical, courtrooms, legislative assemblies, hearing rooms, inquiries and quasi-judicial clients in numerous countries including Canada, the United Kingdom, the United States and Australia.
VIQ was incorporated by articles of incorporation in the province of Alberta in November 2004. On June 21, 2017, the Company continued under articles of continuance in the province of Ontario. The Company’s head offices are located at 700 – 5915 Airport Road, Mississauga, Ontario, L4V 1H1. VIQ is a public company and the Company graduated from the Toronto Venture Exchange to the Toronto Stock Exchange in 2021. The Company's common shares began trading on the TSX and Nasdaq, under trading symbol VQS, at the market open on January 21, 2021, and August 12, 2021, respectively.
On December 13, 2021, the Company acquired the assets of Auscript Australasia Pty Ltd. (“Auscript”). Refer to note 4 for details on the acquisition.
| 2. | Basis of preparation |
| (a) | Statement of compliance |
These consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements have been prepared using the accounting policies in note 3. The preparation of consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 2d and 3.
These consolidated financial statements have been authorized for issue in accordance with a resolution from the Board of Directors on March 30, 2023.
| (b) | Basis of measurement |
The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and financial liabilities to fair value as noted below. Presentation of the consolidated statements of financial position differentiates between current and non-current assets and liabilities. The consolidated statements of loss and comprehensive loss are presented using the function classification of expenses.
6
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| (c) | Functional currency, presentation currency and foreign currency translation |
The financial results of each subsidiary consolidated in the Company’s consolidated financial statements are measured using the subsidiary’s functional currency, which is the currency of the primary economic environment in which the entity operates for each of the Company’s wholly owned subsidiaries. The following are the functional currencies of each of the subsidiaries:
| Company/Subsidiary | Functional currency | |
| VIQ Solutions Inc. | CAD | |
| Dataworxs Systems Limited | CAD | |
| VIQ Solutions, Inc. | USD | |
| VIQ Australia PTY Ltd. | AUD | |
| Dataworxs Systems Australia Ltd. | AUD | |
| VIQ Solutions PTY Ltd. | AUD | |
| VIQ Solutions Australia PTY Ltd. | AUD | |
| VIQ PTY Ltd. | AUD | |
| VIQ Australia Services PTY Ltd. | AUD | |
| VIQ Services Inc. | USD | |
| Net Transcripts, Inc. | USD | |
| Hometech, Inc. | USD | |
| Transcription Express, Inc. | USD | |
| VIQ Media Transcription Inc. | USD | |
| wordZexpressed, Inc. | USD | |
| VIQ Solutions (UK) Limited | GBP | |
| VIQ Services (UK) Limited | GBP | |
| The Transcription Agency LLP | GBP |
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in currencies other than an operation’s functional currency are recognized in the consolidated statements of loss and comprehensive loss.
| USD / CAD exchange rate | December 31, 2022 | December 31, 2021 | December 31, 2020 | |||||||||
| Closing at the reporting date | 0.7370 | 0.7874 | 0.7847 | |||||||||
| Average rate for the year | 0.7685 | 0.7976 | 0.7480 | |||||||||
| USD / AUD exchange rate | December 31, 2022 | December 31, 2021 | December 31, 2020 | |||||||||
| Closing at the reporting date | 0.6805 | 0.7261 | 0.7708 | |||||||||
| Average rate for the year | 0.6940 | 0.7525 | 0.6901 | |||||||||
| USD / GBP exchange rate | December 31, 2022 | December 31, 2021 | December 31, 2020 | |||||||||
| Closing at the reporting date | 1.2103 | 1.3510 | 1.3648 | |||||||||
| Average rate for the year | 1.2368 | 1.3762 | 1.2831 | |||||||||
7
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
The financial statements of entities that have a functional currency different from the presentation currency of USD are translated into USD as follows: assets and liabilities at the closing rate at the date of the consolidated statement of financial position and income and expenses at the average rate of the period as this is considered a reasonable approximation to actual rates. All resulting changes are recognized in other comprehensive income (loss) as Exchange gain (loss) on translating foreign operations.
The Company has monetary items that are receivable from foreign operations. A monetary item for which settlement is neither planned nor likely to occur in the foreseeable future is, in substance, a part of the parent company’s net investment in that foreign operation. Such exchange differences are recognized initially in other comprehensive income and reclassified from equity to net loss on disposal of the net investment in foreign operations.
| (d) | Use of estimates and judgments |
The preparation of the consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the application of the Company’s accounting policies and the amounts reported in the consolidated financial statements and the related notes. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. These estimates have been applied in a manner consistent with that in prior periods and there are no known trends, commitments, events or uncertainties that the Company believes will materially affect the assumptions utilized in these consolidated financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis and revisions to estimates are recognized prospectively. The estimates are impacted by many factors, some of which are highly uncertain, and actual results may differ from those estimates
The continuing uncertainty around the outbreak of the novel coronavirus (“COVID-19”) pandemic required the use of judgments and estimates in the preparation of the consolidated financial statements for the years ended December 31, 2022 and 2021. The future impact of COVID-19 uncertainties could generate, in future reporting periods, a significant impact to the reported amounts of assets, liabilities, revenue and expenses in these and any future consolidated financial statements. Examples of accounting estimates and judgments that may be impacted by the pandemic include, but are not limited to, impairment of goodwill and intangible assets and allowance for doubtful accounts.
The areas with significant judgments and estimates are as follows:
| • | Stock-based compensation – Management uses judgment to determine the inputs to the Black-Scholes option pricing model including the expected option life volatility and forfeiture rates for equity issued under the Company’s stock option plan. Changes in these assumptions will impact the calculation of fair value and the amount of compensation expense recognized in the consolidated statements of loss and comprehensive loss. |
| • | Warrants – Similar to other stock-based compensation, management uses judgment to determine the inputs to the Black-Scholes option pricing model including the volatility and expected life. Changes in these assumptions will impact the calculation of fair value and the value attributed to the warrants. |
| • | Internally generated development costs – Management monitors the progress of internal research and development projects and uses judgment to distinguish research from the development phase. Expenditures during the research phase are expensed as incurred. Development costs are recognized as an intangible asset when the Company can demonstrate certain criteria in accordance with IAS 38, Intangible Assets. |
| • | Functional currency – The functional currency of the Company and its subsidiaries requires management judgment and it has been assessed by management based on consideration of the currency and economic factors that mainly influence revenues, operating costs, financing and related transactions. Changes to these factors may have an impact on the judgment applied in the future determination of the Company’s and its subsidiaries’ functional currency. |
8
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| • | Income taxes – At the end of each reporting period, the Company assesses whether the realization of deferred tax benefits is sufficiently probable to recognize deferred tax assets. This assessment requires the exercise of judgment on the part of management with respect to, among other things, benefits that could be realized from available income tax strategies and future taxable income, as well as other positive and negative factors. The recorded amount of total deferred tax assets could be reduced if estimates of projected future taxable income and benefits from available income tax strategies are lowered, or if changes in current income tax regulations are enacted that impose restrictions on the timing or extent of the Company’s ability to utilize deferred tax benefits. The Company’s effective income tax rate can significantly vary quarter-to-quarter for various reasons, including the mix and volume of business in lower income tax jurisdictions and in jurisdictions for which no deferred income tax assets have been recognized because management believed it was not probable that future taxable profit would be available against which income tax losses and deductible temporary differences could be utilized. The Company’s effective income tax rate can also vary due to the impact of foreign exchange fluctuations. |
| • | Allocation of the transaction price to multiple performance obligations in contracts with customers – Contracts with customers sometimes include promises to deliver multiple products and services. Determining whether such bundled products and services are considered i) distinct performance obligations that should be separately recognized, or ii) non-distinct and therefore should be combined with another good or service and recognized as a combined unit of accounting may require judgment. The determination of the standalone selling price ("SSP") is based on the selling prices charged by the Company when it sells each of the products and services separately. The total transaction price is allocated to each of the distinct performance obligations using the relative SSP of the various products and services. In general, SSP for support and maintenance is established as a percentage of the software license fee as supported by internal analysis of similar vendor contracts. SSP for licenses as well as for professional services is established based on observable prices for the same or similar services when sold separately. Management exercises judgment in determining whether a contract's outcome can be estimated reliably. Management also applies estimates in the calculation of future contract costs and related profitability as it relates to labour hours and other considerations, which are used in determining the value of amounts recoverable on contracts and timing of revenue recognition. Estimates are continually and routinely revised based on changes in the facts relating to each contract. |
| • | Allowance for doubtful accounts – The Company performs impairment testing annually for accounts receivable in accordance with IFRS 9, Financial Instruments (“IFRS 9”). The expected credit loss (“ECL”) model requires judgment, including consideration of how changes in economic factors affect ECLs, which are determined on a probability-weighted basis. The Company applies the simplified approach to determine ECLs on trade receivables by using a provision matrix based on historical credit loss experiences. The historical results were used to calculate the run rates of default, which were then applied over the expected life of the trade receivables, adjusted for forward-looking estimates. |
| • | Goodwill impairment testing and recoverability of assets – Goodwill and indefinite-life intangible assets are reviewed annually for impairment, or more frequently when there are indicators that impairment may have occurred, by comparing the carrying value of the asset, or the cash-generating unit (“CGU”) reflecting the lowest level at which assets generate independent cash flows, to the asset or CGU’s recoverable amount. Management uses judgment in assessing the CGUs and estimates the recoverable values of the Company's CGUs by using internally developed valuation models that consider various factors and assumptions including earnings margins, revenue growth rates, discount rates and terminal growth rates.. The use of different assumptions and estimates could influence the determination of the existence of impairment and the valuation of goodwill and indefinite-life intangible assets. The recoverable amounts of the CGUs are estimated based on the assessment of the higher of their value in use using a discounted cash flow approach and fair value less cost to sell. |
| • | Purchase price allocation – In a business combination, all identifiable assets acquired, and liabilities and contingent liabilities assumed are recorded at their fair values. For any intangible asset acquired, management or where the complexity of the estimate requires, an independent valuation expert at the direction of management, develops the fair value using appropriate valuation techniques, which are generally based on a forecast of the revenue attributable to the acquired business, annual customer attrition rates and royalty rates, earnings before interest, taxes, depreciation and amortization and discount rates. The valuations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. All acquisitions have been accounted for using the acquisition method. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. However, the measurement period will last no greater than one year from the acquisition date. |
9
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| • | Contingent consideration – The Company measures the contingent consideration payable in a business combination at the estimated fair value at each reporting date. The fair value is estimated based on the range of possible outcomes and management’s assessment of the likelihood of each outcome. |
| • | Incremental borrowing rate used to discount leases – The Company’s incremental borrowing rate is used to estimate the initial value of the lease liability and associated right-of-use asset. The Company’s incremental borrowing rate is determined with reference to the Company’s long-term debt, which represents the amount that the Company could borrow at within a similar time frame. |
| • | Property and equipment and definite life Intangible assets - the recoverability of plant and equipment and definite life intangible assets are amortized over their useful economic lives and assessed for impairment whenever there is an indication that the intangible assets may be impaired. The amortization period and the amortization method for intangible assets with finite useful lives are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the assets are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. |
| 3. | Significant accounting policies |
| i) | Significant accounting policies |
Basis of consolidation
The consolidated financial statements of the Company include the accounts of VIQ and the consolidated accounts of all of its wholly owned subsidiaries including (i) the operations of VIQ Solutions, Inc.; (ii) the operations of Dataworxs Systems Limited and its wholly owned subsidiary Dataworxs Australia Pty Ltd. (collectively, “Dataworxs”); (iii) the operations of VIQ Australia Pty. Limited and its wholly-owned subsidiaries VIQ Solutions Pty. Ltd. ,VIQ Solutions Australia PTY Ltd, VIQ Pty Ltd and VIQ Australia Services Pty Ltd . (collectively, “VIQ Australia Pty Limited”), (iv) the operations of VIQ Services Inc. and its wholly owned subsidiaries, Net Transcripts, Inc., Transcription Express, Inc., HomeTech, Inc., VIQ Media Transcription Inc. (“VIQ Media”), and wordZXpressed, Inc., and (v) the operations of VIQ Solutions (UK) Limited, and its wholly owned subsidiary VIQ Services (UK) Limited and The Transcription Agency LLP (“TTA”).
Subsidiaries are entities controlled by the Company where control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date control ceases. All intercompany balances, transactions, income and expenses have been eliminated on consolidation.
Inventories
Inventories of finished goods and raw materials and supplies are valued at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less any applicable selling expenses. Cost is determined on a weighted average basis. Reversals of previous write-downs to net realizable value are recognized when there is a subsequent increase in the value of inventories.
Restricted cash
Restricted cash is recorded at fair value. Changes to fair value are recorded in the consolidated statements of loss and comprehensive loss in the period incurred. Restricted cash is required to satisfy operating lease and customer contractual requirements.
10
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Property and equipment
Property and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses. Rates and basis of depreciation applied to write off the cost of property and equipment to their residual values over their estimated useful lives are as follows:
| Furniture and fixtures | 10–13 years |
| Computer , software and transcription in equipment | 3–4 years |
| Leasehold improvements | Over the term of the lease |
An asset’s residual value, useful life and depreciation method are reviewed, and adjusted prospectively if appropriate, on an annual basis. Repairs and maintenance costs are charged to the consolidated statements of loss and comprehensive loss during the period which they are incurred. Gains and losses on disposals of property and equipment are determined by comparing the proceeds with the carrying amount of the asset and are included as part of selling and administrative expenses in the consolidated statements of loss and comprehensive loss.
Intangible assets
Intangible assets with finite lives that are acquired separately are measured on initial recognition at fair value, which comprises the purchase price plus any directly attributable costs of preparing the asset for its intended use.
The Company’s acquired intangible assets consist of customer relationships, acquired technology, non-compete agreements and brands acquired in business combinations. These intangible assets are recorded at their fair value at the respective acquisition date. The Company uses the income approach as a valuation technique that calculates the fair value of an intangible asset based on the present value of future cash flows that the asset can be expected to generate over its remaining useful life. The discounted cash flow (“DCF”) is the methodology used, which is a form of the income approach that begins with a forecast of the annual cash flows a market participant would expect the subject intangible asset to generate over a discrete projection period. The future cash flows for each of the years in the discrete projection period are then converted to their present value equivalent using a rate of return appropriate for the risk of achieving the intangible assets’ projected cash flows, again, from a market participant perspective. The Company relies on the relief-from-royalty method to value the acquired technology and brand and the Multi-Period Excess Earnings Method (“MEEM”) to value customer relationship assets. After initial recognition, intangible assets are measured at cost less accumulated amortization and impairment losses.
The estimated useful lives at acquisition date for the Company’s classes of intangible assets are as follows:
| Acquired technology | 5 years |
| Customer relationships | 4.8–13 years |
| Brands | 1–2 years |
| Non-compete agreements | Term of agreement |
The estimated useful life and amortization methods are reviewed annually, with the effect of any change in estimate being accounted for on a prospective basis. These assets are subject to an impairment test as described below. The Company’s internally generated intangible assets consist of developed technologies. The Company incurs costs associated with the design and development of new products. Expenditures during the research phase are expensed as incurred. Expenditures during the development phase are capitalized if the Company can demonstrate each of the following criteria: (i) the technical feasibility of completing the intangible asset so that it will be available for use or sale, (ii) its intention to complete the intangible asset and use or sell it, (iii) its ability to use or sell the intangible asset, (iv) how the intangible asset will generate probable future economic benefits, (v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, and (vi) its ability to measure reliably the expenditure attributable to the intangible asset during its development; otherwise, they are expensed as incurred. Costs associated with maintaining computer software programs are recognized as an expense as incurred. Internally generated software development costs recognized as intangible assets are carried at cost less any accumulated amortization on a straight- line basis over 3 years after they are completed. These assets are subject to an impairment test as described below.
11
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Business combinations
IFRS 3, Business Combinations (“IFRS 3”), requires business combinations to be accounted using the acquisition method. Under this method, the cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree.
When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation based on the facts and circumstances at the acquisition date. Business acquisition costs incurred are expensed and included in transaction costs. Measurement period adjustments are adjustments that arise from additional information obtained during the “measurement period” (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (ii) fair value of the net identifiable assets acquired is recorded as goodwill.
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each CGU or a group of CGUs that is expected to benefit from the synergies of the combination.
A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in the consolidated statements of loss and comprehensive loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.
On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Determining whether goodwill is impaired requires an estimation of the higher of fair value less costs of disposal and value in use of the CGUs to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value.
Capital stock
Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. The proceeds from the issuance of units (shares and warrants) are bifurcated between capital stock and warrants, with the value of the warrants determined using the Black-Scholes option pricing model.
Financial instruments
Financial assets
Recognition and initial measurement
The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in the consolidated statements of loss and comprehensive loss when incurred.
Classification and subsequent measurement
On initial recognition, financial assets are classified as subsequently measured at amortized cost, fair value through other comprehensive income (“FVOCI”) or FVTPL. The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics.
12
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Financial assets are classified as follows:
| • | Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in the consolidated statements of loss and comprehensive loss. Financial assets measured at amortized cost are comprised of trade receivables. |
| • | FVOCI – Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at FVOCI. Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in the consolidated statements of loss and comprehensive loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to net loss. The Company does not hold any financial assets measured at FVOCI. |
| • | Mandatorily FVTPL– Assets that do not meet the criteria to be measured at amortized cost or fair value through other comprehensive income are measured at fair value through profit or loss. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. Financial assets mandatorily measured at FVTPL are comprised of cash and cash equivalents. |
| • | Designated at FVTPL – On initial recognition, the Company may irrevocably designate a financial asset to be measured at FVTPL in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income and changes in the financial assets’ carrying amount are recognized in the consolidated statements of loss and comprehensive loss. The Company does not hold any financial assets designated to be measured at FVTPL. |
Business model assessment
The Company assesses the objective of its business model for holding a financial asset at a level of aggregation that best reflects the way the business is managed and information is provided to management. Information considered in this assessment includes stated policies and objectives.
Contractual cash flow assessment
The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual terms. For this purpose, “principal” is defined as the fair value of the financial asset on initial recognition. “Interest” is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the Company considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Company’s claim to cash flows, and any features that modify consideration for the time value of money. The Company measures all equity investments at fair value. Changes in fair value are recorded in the consolidated statements of loss and comprehensive loss. The Company does not hold any equity investments.
Impairment of financial assets
The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets measured at FVTPL. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions.
The Company applies the simplified approach for trade receivables. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets’ contractual lifetime.
13
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit-impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses. For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the consolidated statements of financial position sheet as a deduction from the gross carrying amount of the financial asset. Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof.
Financial liabilities
Recognition and initial measurement
The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at FVTPL for which transaction costs are immediately recorded in the consolidated statements of loss and comprehensive loss.
Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the
Classification and subsequent measurement
Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains and losses relating to a financial liability are recognized in profit or loss.
IFRS 9 contains three classification categories for financial assets: measured at amortized cost, FVOCI and FVTPL. The classification for each class of the Company’s financial assets and financial liabilities is as follows:
| Financial assets and liabilities | IFRS 9 Classification | |
| Cash and restricted cash | Amortized cost | |
| Trade and other receivables | Amortized cost | |
| Trade and other payables | Amortized cost | |
| Long-term debt | Amortized cost | |
| Share-based payment liability | FVTPL | |
| Derivative warrant liability | FVTPL |
Compound financial instruments
Convertible notes issued with warrants are evaluated as to whether any embedded derivatives need to be separated from the host instrument. In accordance with IAS 32.31 for compound financial instruments, because equity instruments are defined as contracts evidencing a residual interest in the assets of an entity after deducting all of its liabilities, the warrants are assigned the residual amount of the consideration after deducting the fair value of the liability components and are subsequently carried at historical cost. The liability components represent the host debt and the embedded conversion feature.
The embedded derivative conversion option is separated from its host contract on the basis of its stated terms and initially measured at fair value using the Black-Scholes model, with the host debt contract being the residual amount after separation. Subsequently, the loan payable component is measured at amortized cost using the effective interest method over the term of the loan. The loan component is accreted to the face value by recording accretion expense. The values of the conversion feature are re-measured at each reporting date until settlement, with changes in the fair value recorded in the consolidated statements of loss and comprehensive loss.
14
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Unit issuances comprising one common share and one-half or one warrant share are segregated between the capital stock and warrant value components at the date of issue. The fair value of the capital stock component is calculated using the share price at the date of the issuance. The fair value of the warrants is calculated using the Black-Scholes pricing model. Amounts allocated to each component are allocated using the relative fair value basis.
Leases
In accordance with IFRS 16, Leases (“IFRS 16”), at inception of a contract, the Company assesses whether the contract is or contains a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, based on the initial amount of the lease liability. The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. In addition, the right-of-use asset is periodically adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Impairment of property and equipment, definite-life intangible assets and goodwill
For purposes of assessing impairment under IFRS, assets are grouped in CGUs, the lowest levels for which the group of assets can generate largely independent cash inflows. The Company has six CGUs, which consist of VIQ Australia, VIQ US, VIQ Media, VIQ UK, Dataworx and VIQ Solutions Inc., and the CGUs with goodwill or indefinite-lived intangible assets are tested for impairment at least annually. All other long-lived assets and finite life intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognized for the amount by which the asset’s or CGU’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell or value-in-use. To determine the value in use, management estimates expected future cash flows from the CGU and determines a suitable pre-tax discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures is directly linked to the Company’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements.
Discount rates have been determined for each of the CGUs and reflect their respective risk profile as assessed by management. Impairment losses for the CGUs reduce first the carrying amount of any goodwill allocated to that CGU, with any remaining impairment loss charged pro rata to the other assets in the CGU.
With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment charge is reversed if the asset’s recoverable amount exceeds its carrying amount only to the extent that the new carrying amount does not exceed the carrying value of the asset had it not originally been impaired.
Property and equipment and definite life intangibles are tested for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. For the purpose of measuring recoverable values, assets are grouped at the lowest levels for which there are separately identifiable cash flows, which are its CGUs. The recoverable value is the higher of an asset’s fair value less costs of disposal and value in use (being the present value of the expected future cash flows of the relevant asset or CGU). In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risk specific to the asset. An impairment loss is recognized for the value by which the asset’s carrying value exceeds its recoverable value.
15
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Revenue recognition
Revenue represents the amount of consideration the Company expects to receive for the delivery of products and services in its contracts with customers, net of discounts and sales taxes. The Company reports revenue mainly under eight revenue categories, being, Technology services, Software license, Support and maintenance, Software as a service (“SaaS”), Subscription, Professional services, and Hardware and other.
Revenue is recognized upon transfer of control of products or services to customers at an amount that reflects the transaction price the Company expects to receive in exchange for the products or services. The Company’s contracts with customers may include the delivery of multiple products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The accounting for a contract or contracts with a customer that contain multiple performance obligations requires the Company to allocate the contract or contracts’ transaction price to the identified distinct performance obligations.
Technology services revenue consists of fees charged for recurring services provided to our customers. Technology service revenue is recognized when the service is delivered to the customer. The Company has select customers where a flat rate is charged and revenue is recognized over time.
Software license revenue is composed of non-recurring license fees charged for the use of the Company’s software products generally licensed under perpetual arrangements and to a lesser extent sale of third-party license software. The Company sells on- premises software licenses on a perpetual basis. On-premises software licenses are bundled with software maintenance and support services for a term. The license component and maintenance and support components are each allocated revenue using their relative estimated SSP. Revenue from the license of distinct software is recognized at the time that both the right to use the software has commenced and the software has been made available to the customer.
Support and maintenance and other recurring revenue primarily consist of fees charged for customer support on the Company’s software products post-delivery. Certain of the Company’s contracts with customers contain provisions that require the customer to agree to first-year support and maintenance in order to maintain the active right to use a perpetual license. Support and maintenance and other recurring revenue primarily consists of fees charged for customer support on software products post- delivery.
Revenue from SaaS arrangements, which allows customers to use hosted software over a term without taking possession of the software, is provided on a subscription basis. Revenue from the SaaS arrangement, which includes the hosted software and maintenance and digital transcription services, is recognized ratably over the term of the subscription.
Professional service revenue consists of fees charged for customization, implementation, integration, training and ongoing services associated with the Company’s software products and technology services. Professional services are typically billed on a time and material basis and revenue is recognized over time as the services are performed. For professional services contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of services performed. Hardware revenue includes the resale of third-party hardware that forms part of the overall customer solutions. Hardware revenue is recognized when the goods are shipped.
Cost of sales
Cost of sales for the technology segment includes the cost of finished goods inventory, costs related to shipping and handling and expenses relating to software support services. Cost of sales for the technology services segment includes production wages and other associated costs.
Income taxes
The income tax provision comprises current and deferred tax. Income tax is recognized in the consolidated statements of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity.
16
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Deferred tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the asset is realized or liability is settled. Deferred tax assets are recognized for deductible temporary differences, unused tax losses and other income tax deductions to the extent that it is probable the Company will have taxable income against which those deductible temporary differences, unused tax losses and other income tax deductions can be utilized. The extent to which deductible temporary differences, unused tax losses and other income tax deductions are expected to be realized is reassessed at the end of each reporting period.
In a business combination, temporary differences arise as a result of differences in the fair values of identifiable assets and liabilities acquired and their respective tax bases. Deferred tax assets and liabilities are recognized for the tax effects of these differences. Deferred tax assets and liabilities are not recognized for temporary differences arising from goodwill or from the initial recognition of assets and liabilities acquired in a transaction other than a business combination that do not affect either accounting or taxable income or loss.
Net loss per common share
Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is calculated by dividing the applicable net loss by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the period. The dilutive effect of outstanding stock options and warrants on earnings per share is calculated by determining the proceeds for the exercise of such securities which are then assumed to be used to purchase common shares of the Company.
Stock-based compensation
The Company has a stock option plan, a Deferred Share Units (“DSU”) plan, a Performance Share Units (“PSU”) plan and a Restricted Share Units (“RSU”) plan, with units under such plans awarded to certain employees and directors.
The fair value of the stock options granted that represent equity awards are measured using the Black-Scholes option pricing model. For stock options, the model considers each tranche with graded vesting features as a separate share option grant. Forfeitures for the stock options are estimated on the grant date and revised if the actual forfeitures differ from previous estimates. This fair value is recognized as share-based compensation expense over the vesting periods, with a related credit to contributed surplus. The contributed surplus balance is reduced as options are exercised through a credit to share capital. The consideration paid by option holders is credited to share capital when the options are exercised.
The fair value of PSUs and RSUs granted that represent equity awards are measured at the value of the common shares. This fair value is recognized as share-based compensation expense over the vesting periods, with a related credit to contributed surplus. The contributed surplus balance is reduced as PSUs and RSUs are exercised through a credit to share capital.
Eligible executives and directors may elect to receive RSUs equivalent in value of common shares of the Company in lieu of certain cash payments. Share-based compensation expense is recorded in the year of receipt of the RSUs and changes in the fair value of outstanding RSUs, including deemed dividend equivalents, are recorded as an expense in the period that they occur with a corresponding increase to the liability.
Eligible directors and officers may be granted awards of DSUs, PSUs and RSUs equivalent in value of the Shares of the Company. DSUs, PSUs and RSUs vest after three to five years and are settled in equity or cash at the end of the restriction period or in the case of DSUs when the executive is no longer employed with the Company.
The holders of the DSUs will only be able to redeem the DSUs in shares upon cessation of their service with the Company; therefore, the Company records DSUs as equity. Grants of DSUs are recorded at fair value in selling and administrative expense at the time of grant. The quoted market price of the underlying shares on the grant date is considered to be equivalent to fair value for the DSUs. The charge to equity for DSUs is not updated to fair value at each subsequent reporting period. Upon settlement, the amount recognized in contributed surplus for the award is reclassified to share capital, with any premium or discount applied to deficit.
17
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Government assistance
The Company recognizes government grants when there is reasonable assurance that the grant will be received, and any conditions associated with the grant have been met. Grants that compensate the Company for expenses incurred are recognized in the consolidated statements of loss and comprehensive loss as a reduction of the related expenses in the period in which they are earned, provided the conditions for receiving the grant are met in that period.
Research and development credits
Investment tax credits are accrued when qualifying expenditures are incurred and there is reasonable assurance that the credits will be realized. Investment tax credits earned with respect to current expenditures for qualified research and development activities are included in the consolidated statements of loss and comprehensive loss as a reduction of expenses. Investment tax credits associated with capital expenditures are reflected as reductions in the carrying amounts of capital assets.
Comprehensive loss
Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) represents changes in shareholders’ equity and includes foreign exchange gains and losses on the translation of the financial statements of the Company’s foreign operations into its presentation currency and is presented as accumulated other comprehensive income (loss) on the consolidated statements of financial position. The Company’s net loss per share presented on the consolidated statements of loss and comprehensive loss is based upon its net loss and not its comprehensive loss.
(ii) Standards and interpretations issued and effective
IAS 37, Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”)
Amendments to IAS 37 were issued in May 2020, and are effective for annual periods beginning on or after January 1, 2022, with earlier application permitted. The amendments address identifying onerous contracts and specify the cost of fulfilling a contract, which includes all costs directly related to the contract. These include incremental direct costs and allocations of other costs that relate directly to fulfilling the contract. The Company has concluded that there is no impact of adopting these amendments on its consolidated financial statements.
IFRS 3, Business Combinations (“IFRS 3”)
Amendments to IFRS 3 were issued in May 2020, and are effective for annual periods beginning on or after January 1, 2022, with earlier application permitted. The amendments update references within IFRS 3 to the 2018 Conceptual Framework and require that the principles in IAS 37 be used to identify liabilities and contingent assets arising from business combination. The Company has concluded there is no impact of adopting these amendments on its consolidated financial statements.
The following new and amended standards did not have a significant impact on the Company’s consolidated financial statements.
| • | COVID-19-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16). |
| • | Annual Improvements to IFRS Standards 2018–2020. |
| • | Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16). |
(iii) Standards and interpretations issued but not yet effective
Deferred Tax related assets and liabilities arising from a Single Transaction (Amendments to IAS 12)
The amendments narrow the scope of the initial recognition exemption to exclude transactions that give rise to equal and offsetting temporary differences – e.g. leases and decommissioning liabilities. The amendments apply for annual reporting periods beginning on or after January 1, 2023. For leases and decommissioning liabilities, the associated deferred tax asset and liabilities will need to be recognized from the beginning of the earliest comparative period presented, with any cumulative effect recognized as an adjustment to retained earnings or other components of equity at that date. For all other transactions, the amendments apply to transactions that occur after the beginning of the earliest period presented. The amendments are effective for annual periods beginning on or after January 1, 2023. Earlier adoption is permitted. The Company is currently assessing the impact of this new amendment.
18
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
In February 2021, the IASB issued Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2). The amendments provide guidance to help entities disclose their material (previously "significant") accounting policies. The amendments are effective for annual reporting periods beginning on or after January 1, 2023. Earlier application is permitted. The Company is currently assessing the impact of these amendments.
Definition of Accounting Estimates (Amendments to IAS 8)
In February 2021, the IASB issued Definition of Accounting Estimates (Amendments to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors). The amendments define accounting estimates and clarify the distinction between changes in accounting estimates and changes in accounting policies. The amendments are effective for annual reporting periods beginning on or after January 1, 2023. Earlier application is permitted. The Company is currently assessing the impact of these amendments.
Other standards
The following new and amended standards are not expected to have a significant impact on the Company’s consolidated financial statements.
| • | Reference to Conceptual Framework (Amendments to IFRS 3). |
| • | Classification of Liabilities as Current or Non-current (Amendments to IAS 1). |
| • | IFRS 17, Insurance Contracts and amendments to IFRS 17, Insurance Contracts. |
| 4. | 2021 Acquisition |
On December 13, 2021, the Company, through its Australia subsidiary VIQ Solutions Australia Pty Ltd., acquired certain assets of Auscript Australasia Pty Ltd. (“Auscript”). Auscript is a leading supplier of secure court recording and transcription services for courts and law firms throughout Australia and complements the Company’s transcription services business. As part of this transaction, $150,000 was paid as contingent consideration via a performance-based earn-out paid in August 2022. The acquisition was funded by utilizing cash on hand; $7,496,856 was paid during 2021 and an additional $298,927 was paid for the final working capital adjustment contemplated in the purchase agreement and based on final negotiations between the Company and the Seller on August 5, 2022.
The acquisition completed during the year ended December 31, 2021 was determined to be a business combination and was accounted for using the acquisition method in accordance with IFRS 3, with the results of operations consolidated with those of the Company effective December 13, 2021 for Auscript.
19
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
The Company has retrospectively adjusted the purchase price allocation and restated the previously reported consideration and goodwill, intangible customer relationship, intangible brands and deferred tax liabilities in accordance with the requirements of IFRS 3 in regards to measurement period adjustments. The measurement period adjustment of $298,927 relates to additional consideration paid upon the finalization and settlement of the working capital adjustment with the seller. The total consideration for the Auscript acquisition and the purchase price allocation (“PPA”) is as follows:
| Previously Reported at December 31, 2021 |
Adjustment | Restated at December 31, 2021 | ||||||||||
| Consideration | ||||||||||||
| Cash (i) | $ | 7,496,856 | $ | 298,927 | $ | 7,795,783 | ||||||
| Contingent consideration | 150,000 | – | 150,000 | |||||||||
| Total consideration | $ | 7,646,856 | $ | 298,927 | $ | 7,945,783 | ||||||
| Identifiable assets acquired and liabilities assumed | ||||||||||||
| Trade and other receivables, net of allowance for doubtful accounts | 2,124,687 | – | 2,124,687 | |||||||||
| Prepaid expenses and deposits | 168,009 | – | 168,009 | |||||||||
| Property and equipment | 283,394 | – | 283,394 | |||||||||
| Right-of-use assets | 912,910 | – | 912,910 | |||||||||
| Trade and other payable and accrued liabilities | (1,886,414 | ) | – | (1,886,414 | ) | |||||||
| Current portion of contract liabilities | (44,313 | ) | – | (44,313 | ) | |||||||
| Lease obligations | (911,101 | ) | – | (911,101 | ) | |||||||
| Deferred tax liability | (852,557 | ) | (25,374 | ) | (877,931 | ) | ||||||
| Customer relationships | 2,552,075 | 152,940 | 2,705,015 | |||||||||
| Non-compete | 57,030 | – | 57,030 | |||||||||
| Brand | 734,256 | 13,904 | 748,160 | |||||||||
| Goodwill | $ | 4,508,880 | $ | 157,457 | $ | 4,666,337 | ||||||
| (i) | Cash consideration was recorded in Trade and other payables and accrued liabilities as at December 31, 2021 and was paid on August 5, 2022. |
2020 acquisition:
On January 31, 2020, the Company through its US subsidiary, VIQ Media Transcription Inc., acquired 100% of the assets of ASC. ASC was a provider of transcription services focused on the multi-speaker transcription market, serving both government and public ‘content creation space’ and complementing the Company’s transcription services business. As part of this transaction, an estimated $2,038,596 was to be paid as contingent consideration via a performance-based earn-out payable quarterly over 30 months. With respect to the contingent consideration, the Company had agreed to make quarterly payments to the sellers between July 15, 2020 and April 15, 2023 based on the achievement of quarterly revenue targets as defined in the purchase agreement. At the date of acquisition, contingent consideration was measured on a discounted cash flow basis, reflecting the present value of undiscounted expected future payments of $2,948,083 which is the expected payout based on forecast revenues at that date, discounted using a risk-adjusted discount rate of 20.6 percent.
On December 23, 2021, the Company entered into a settlement agreement with the former owners of ASC to settle all earnout payment obligations in the amount of $1,165,770 and recorded a gain on settlement of $130,220. The total contingent consideration payable to ASC at December 31, 2022 was $nil (2021 - $nil and 2020 - $1,145,677).
On February 26, 2020, the Company, through its US subsidiary VIQ Services Inc., acquired 100% of the shares of WordZXpressed Inc. WordZ is a provider of English transcription services to medical service providers and to insurance companies in the USA and complements the Company’s transcription services business. As part of this, an estimated $1,671,670 was to be paid as contingent consideration via a performance-based earnout payable quarterly over 36 months. The Company had agreed to make quarterly payments to the sellers between October 1, 2020 and July 1, 2023 based on the achievement of quarterly revenue targets as defined in the purchase agreement. At the date of acquisition, contingent consideration was measured on a discounted cash flow basis, reflecting the present value of undiscounted expected future payments of $2,175,231, which is the expected payout based on forecast revenues, discounted using a risk-adjusted discount rate of 16.1%.
20
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
The acquisitions completed during the year ended December 31, 2020 were each determined to be a business combination and were accounted for using the acquisition method in accordance with IFRS 3 with the results of operations consolidated with those of the Company effective January 31, 2020 for ASC and February 26, 2020 for WordZ
During the year ended December 31, 2022, the Company further revised the forecasted quarterly revenue target achievements and reported a loss on contingent consideration of $80,071 for Wordz (2021 - $202,350, which is comprised of a loss on contingent consideration of $32,621 for the additional earnout payable for WordZ and a gain on contingent consideration of $234,971 for the reduction in earnout payable for ASC and 2020 - $946,503 was reported as a gain on contingent consideration of which $89,449 was recorded as additional earnout payable for ASC and $1,035,952 was recorded as a reduction in earnout payable for WordZ). Additionally, accretion expense of $29,669 was recorded during the year ended December 31, 2022 for WordZ (2021 - $455,675 and 2020 - $377,312 was recorded for ASC and WordZ). Earnout payments totaling $389,380 (2021 - $1,434,766 and 2020 - $377,312 were made to previous owners of ASC and WordZ) were made to the previous owners of WordZ.
As at December 31, 2022, total contingent consideration payable to WordZ sellers is $258,003 (December 31, 2021 - $523,926 and 2020 - $744,696), of which $258,003 (December 31, 2021 - $357,323 and 2020 - $314,845) is recorded as trade and other payables and accrued liabilities, and $nil has been recorded as long-term contingent consideration (December 31, 2021 - $166,603 and 2020 - $429,851).
| 5. | Trade and other receivables |
| December 31, 2022 | December 31, 2021 | |||||||
| Trade accounts receivable | $ | 4,956,613 | $ | 4,423,315 | ||||
| Other receivable (note 6) | 748,585 | 1,487,255 | ||||||
| Less: allowance for doubtful accounts | (399,470 | ) | (316,202 | ) | ||||
| $ | 5,305,728 | $ | 5,594,368 | |||||
As at December 31, 2022, other receivable relates to unbilled revenue of $634,226 (December 31, 2021 - $807,067), government assistance receivable of $nil (December 31, 2021 - $574,703) and sales tax receivable and other receivables of $114,359 (December 31, 2021 - $105,485).
| 6. | Government assistance |
Australian Business Wage Subsidies
During 2021, the Australian government introduced programs to support Australian businesses whose revenues were impacted by the COVID-19 pandemic. During the year ended December 31, 2022, there were no government wage subsidies (2021 - $208,077 and 2020 - $2,017,189) recognized as a reduction to the related payroll expenses in the consolidated statements of loss and comprehensive loss.
U.S. Employee Retention Credit Program
During 2021, the Company determined it was qualified for the U.S. Employee Retention Credit. The Company received $224,812 as at December 31, 2022 (2021 - $1,453,735 and 2020 - $nil).
As at December 31, 2022, there is no outstanding balance reported on the consolidated statements of financial position for assistance receivable (2021 - $574,703) in trade and other receivables. The $574,703 receivable at December 31, 2021 was collected during the year ended December 31, 2022.
21
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 7. | Property and equipment |
Details of the Company’s property and equipment as of December 31, 2022 and December 31, 2021 are listed as follows:
Balance December 31, 2021 |
Additions |
Impairment | Foreign exchange | Balance | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Furniture and fixtures | $ | 321,833 | 12,086 | – | (15,040 | ) | $ | 318,879 | ||||||||||||
| Computer, software, and transcription equipment | 1,812,771 | 1,180,809 | (15,246 | ) | (93,264 | ) | 2,885,070 | |||||||||||||
| Buildings – leasehold improvements | 43,051 | 9,594 | – | (2,090 | ) | 50,555 | ||||||||||||||
| 2,177,655 | 1,202,489 | (15,246 | ) | (110,394 | ) | 3,254,504 | ||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Furniture and fixtures | 240,611 | 12,022 | – | (15,362 | ) | 237,271 | ||||||||||||||
| Computer, software, and transcription equipment | 1,473,012 | 152,157 | – | (90,711 | ) | 1,534,458 | ||||||||||||||
| Buildings – leasehold improvements | 3,058 | 48,284 | – | (700 | ) | 50,642 | ||||||||||||||
| 1,716,681 | 212,463 | – | (106,773 | ) | 1,822,371 | |||||||||||||||
| Net book value | $ | 460,974 | $ | 1,432,133 | ||||||||||||||||
Balance December 31, 2020 |
Acquisitions | Additions/ Disposals | Foreign exchange | Balance December 31, 2021 | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Furniture and fixtures | $ | 268,018 | 31,842 | 746 | 21,227 | $ | 321,833 | |||||||||||||
| Computer, software, and transcription equipment | 1,499,729 | 218,696 | 78,458 | 15,888 | 1,812,771 | |||||||||||||||
| Buildings – leasehold improvements | 4,920 | 38,114 | – | 17 | 43,051 | |||||||||||||||
| 1,772,667 | 288,652 | 79,204 | 37,132 | 2,177,655 | ||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Furniture and fixtures | 219,306 | – | 13,844 | 7,461 | 240,611 | |||||||||||||||
| Computer, software, and transcription equipment | 1,335,406 | – | 111,884 | 25,722 | 1,473,012 | |||||||||||||||
| Buildings – leasehold improvements | 2,120 | – | 938 | – | 3,058 | |||||||||||||||
| 1,556,832 | – | 126,666 | 33,183 | 1,716,681 | ||||||||||||||||
| Net book value | $ | 215,835 | $ | 460,974 | ||||||||||||||||
22
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 8. | Intangible assets and goodwill |
Details of the Company’s intangible assets as of December 31, 2022 and December 31, 2021 are listed as follows:
Balance (Restated) | Additions | Foreign exchange | Balance December 31, 2022 | |||||||||||||
| Cost | ||||||||||||||||
| Customer relationships | $ | 15,612,098 | – | (308,448 | ) | $ | 15,303,650 | |||||||||
| Technology | 470,000 | – | – | 470,000 | ||||||||||||
| Non-compete | 176,140 | – | (57,195 | ) | 118,945 | |||||||||||
| Brand | 2,389,443 | – | (10,154 | ) | 2,379,289 | |||||||||||
| Patents | 15,232 | – | – | 15,232 | ||||||||||||
| Internally generated intangible assets | 9,371,951 | 1,828,983 | (613,556 | ) | 10,587,378 | |||||||||||
| $ | 28,034,864 | 1,828,983 | (989,352 | ) | $ | 28,874,495 | ||||||||||
| Accumulated amortization | ||||||||||||||||
| Customer relationships | 6,361,535 | 2,722,780 | (25,830 | ) | 9,058,485 | |||||||||||
| Technology | 290,499 | 179,501 | – | 470,000 | ||||||||||||
| Non-compete | 56,744 | 69,687 | – | 126,431 | ||||||||||||
| Brand | 349,495 | 1,601,285 | (5,619 | ) | 1,945,161 | |||||||||||
| Patents | – | – | – | – | ||||||||||||
| Internally generated intangible assets | 6,047,607 | 935,701 | (440,807 | ) | 6,542,501 | |||||||||||
| 13,105,880 | 5,508,954 | (472,256 | ) | 18,142,578 | ||||||||||||
| Net book value | $ | 14,928,984 | $ | 10,731,917 | ||||||||||||
| Balance December 31, 2020 | Acquisitions (note 4) | Additions | Foreign exchange | Balance December 31, 2021 (Restated) | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Customer relationships | $ | 11,775,697 | 3,785,815 | – | 50,586 | $ | 15,612,098 | |||||||||||||
| Technology | 470,000 | – | – | – | 470,000 | |||||||||||||||
| Non-compete | 51,031 | 124,580 | – | 529 | 176,140 | |||||||||||||||
| Brand | 1,520,899 | 856,141 | – | 12,403 | 2,389,443 | |||||||||||||||
| Patents | – | 15,232 | – | 15,232 | ||||||||||||||||
| Internally generated intangible assets | 7,015,035 | – | 2,349,501 | 7,415 | 9,371,951 | |||||||||||||||
| $ | 20,832,662 | 4,766,536 | 2,364,733 | 70,933 | $ | 28,034,864 | ||||||||||||||
| Accumulated amortization | ||||||||||||||||||||
| Customer relationships | 4,099,565 | 2,260,372 | 1,598 | 6,361,535 | ||||||||||||||||
| Technology | 196,499 | – | 94,000 | – | 290,499 | |||||||||||||||
| Non-compete | 19,638 | – | 37,105 | – | 56,743 | |||||||||||||||
| Brand | 133,921 | – | 215,574 | – | 349,495 | |||||||||||||||
| Patents | – | – | – | – | – | |||||||||||||||
| Internally generated intangible assets | 4,264,687 | – | 1,777,451 | 5,470 | 6,047,608 | |||||||||||||||
| 8,714,310 | – | 4,384,502 | 7,068 | 13,105,880 | ||||||||||||||||
| Net book value | $ | 12,118,352 | $ | 14,928,984 | ||||||||||||||||
23
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Details of the Company’s goodwill as of December 31, 2022 and December 31, 2021 are listed as follows:
| Balance December 31, 2021 (Restated) | Foreign exchange | Balance December 31, 2022 | ||||||||||
| VIQ Australia | $ | 5,350,379 | $ | (313,564 | ) | $ | 5,036,815 | |||||
| Dataworxs | 141,504 | (9,058 | ) | 132,446 | ||||||||
| VIQ US | 3,570,275 | – | 3,570,275 | |||||||||
| VIQ Media | 2,614,802 | – | 2,614,802 | |||||||||
| VIQ UK | 763,597 | (70,887 | ) | 692,710 | ||||||||
| $ | 12,440,557 | $ | (393,509 | ) | $ | 12,047,048 | ||||||
Balance December 31, 2020 | Acquisitions | Foreign exchange | Balance December 31, 2021 | |||||||||||||
| VIQ Australia | $ | 650,001 | $ | 4,666,337 | $ | 34,041 | $ | 5,350,379 | ||||||||
| Dataworxs | 141,018 | – | 486 | 141,504 | ||||||||||||
| VIQ US | 3,570,275 | – | – | 3,570,275 | ||||||||||||
| VIQ Media | 2,614,802 | – | – | 2,614,802 | ||||||||||||
| VIQ UK | – | 763,597 | – | 763,597 | ||||||||||||
| $ | 6,976,096 | $ | 5,429,934 | $ | 34,527 | $ | 12,440,557 | |||||||||
Impairment testing for cash-generating units containing goodwill
The annual impairment test of goodwill was performed as of December 31, 2022. The recoverable amount of the Company’s CGUs were assessed using the higher of value in use or fair value less cost to sell.
| • | Value in use was estimated using a discounted cash flow approach over a discrete period. Cash flows for the terminal years are estimated using terminal growth rate. The risk premiums expected by market participants related to uncertainties about the industry and assumptions relating to future cash flows may differ or change quickly, depending on economic conditions and other events. The Company has made certain assumptions in determining the cash flow projections based over a five-year period from 2023 to 2027 and include management’s best estimate of expected market conditions. These assumptions may differ or change quickly depending on economic conditions or other events. It is therefore possible that future changes in assumptions may negatively affect future valuations of CGUs and goodwill, which could result in impairment losses. The Company determined the forecasted cash flows based on earnings margins, revenue growth rate and the terminal revenue growth rate based on past performance and its expectations for market development. The pre-tax discount rates used reflect specific risks in relation to the CGUs. |
| • | Fair value less cost to sell was estimated by using a discounted cash flow approach, similar to the approach under the value in use amounts, but adjusted for market participant assumptions and estimates. The market participant assumptions and estimates include cost savings for outsourcing of cost of sales and the assessment of multiples of operating performance of comparable entities and precedent transactions. |
The Company made certain assumptions when deriving expected future cash flows, which may include assumptions pertaining to the earnings margins, revenue growth rates, discount rates and terminal growth rates.
Goodwill is allocated to groups of CGUs, based on the level at which management monitors goodwill, which cannot be higher than an operating segment. The allocation of goodwill is made to groups of CGUs that are expected to benefit from the synergies and future growth of the business combination from which the goodwill arose. The Company makes judgments in determining CGUs and the allocation of goodwill to groups of CGUs for the purpose of impairment testing. During 2022, we have grouped the VIQ Solutions PTY Ltd. and Auscript CGUs into the VIQ Australia CGU on the basis that the VIQ Australia CGU is the level in which management monitors goodwill.
24
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
With respect to the VIQ Solutions Inc. CGU, there are no goodwill or indefinite-life intangible assets associated with that CGU and no triggering events as at December 31, 2022. Consequently, no further impairment analysis was performed on that CGU.
For each of the following CGUs, or group of CGUs, the following are key assumptions on which management based its determinations of the recoverable amount for goodwill based on value in use:
Carrying value of | Revenue
growth | Terminal growth rate |
Pre-tax discount | |||||||||||||
| VIQ Australia | $ | 5,036,815 | 3 | % | 2 | % | 12.9 | % | ||||||||
| Dataworxs | 132,446 | 3 | % | 2 | % | 12.9 | % | |||||||||
| VIQ US | 3,570,275 | 3 | % | 2 | % | 12.9 | % | |||||||||
| VIQ Media | 2,614,802 | 3 | % | 2 | % | 12.9 | % | |||||||||
| VIQ UK | 692,710 | 3 | % | 2 | % | 12.9 | % | |||||||||
| $ | 12,047,048 | |||||||||||||||
The Company did not recognize an impairment charge related to its goodwill in 2022 because the recoverable amounts of the CGUs, or groups of CGUs, exceeded their carrying values.
| 9. | Long-term debt |
Crown Capital (a) | Word Z note (b) | WordZ SBA Loan | HomeTech | Total | ||||||||||||||||
| Balance as at December 31, 2021 | $ | 11,472,235 | $ | 323,551 | $ | – | $ | 203,322 | $ | 11,999,108 | ||||||||||
| Add: current portion | 308,892 | 446,552 | 114,269 | 240,000 | 1,109,713 | |||||||||||||||
| $ | 11,781,127 | $ | 770,103 | $ | 114,269 | $ | 443,322 | $ | 13,108,821 | |||||||||||
| Interest expense | 900,202 | 29,667 | 238 | – | 930,107 | |||||||||||||||
| Accretion expense | 244,611 | 64,521 | – | 40,217 | 349,349 | |||||||||||||||
| Interest payment | (1,005,758 | ) | (34,600 | ) | (238 | ) | – | (1,040,596 | ) | |||||||||||
| Debt repayment | (4,015,669 | ) | (411,952 | ) | (114,269 | ) | (220,000 | ) | (4,761,890 | ) | ||||||||||
| Amendment fee | (239,880 | ) | – | – | – | (239,880 | ) | |||||||||||||
| Loss on extinguishment of debt | 747,865 | – | – | – | 747,865 | |||||||||||||||
| Foreign exchange translation | (439,707 | ) | – | – | – | (439,707 | ) | |||||||||||||
| Balance as at December 31, 2022 | $ | 7,972,791 | $ | 417,739 | $ | – | $ | 263,540 | $ | 8,654,070 | ||||||||||
| Less: Current portion | (7,972,791 | ) | (417,739 | ) | – | (243,728 | ) | (8,634,258 | ) | |||||||||||
| $ | – | $ | – | $ | – | $ | 19,812 | $ | 19,812 | |||||||||||
25
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Crown Capital (a) | Word Z note (b) |
WordZ SBA Loan) | Transcription Loan (b) |
HomeTech | Total | |||||||||||||||||||
| Balance as at December 31, 2020 | $ | 11,093,400 | $ | 617,751 | $ | 45,923 | $ | – | $ | 381,725 | $ | 12,138,799 | ||||||||||||
| Add: current portion | 304,746 | 446,552 | 214,307 | 280,531 | 240,000 | 1,486,136 | ||||||||||||||||||
| $ | 11,398,146 | $ | 1,064,303 | $ | 260,230 | $ | 280,531 | $ | 621,725 | $ | 13,624,935 | |||||||||||||
| Interest expense | 1,232,349 | 49,890 | – | 5,892 | – | 1,288,131 | ||||||||||||||||||
| Accretion expense | 347,372 | 102,462 | – | – | 61,597 | 511,431 | ||||||||||||||||||
| Interest payment | (1,231,369 | ) | (39,109 | ) | (832 | ) | (5,892 | ) | – | (1,277,202 | ) | |||||||||||||
| Debt repayment | – | (407,443 | ) | (145,129 | ) | (280,531 | ) | (240,000 | ) | (1,073,103 | ) | |||||||||||||
| Foreign exchange translation | 34,629 | – | – | – | – | 34,629 | ||||||||||||||||||
| Balance as at December 31, 2021 | $ | 11,781,127 | $ | 770,103 | $ | 114,269 | $ | – | $ | 443,322 | $ | 13,108,821 | ||||||||||||
| Less: Current portion | (308,892 | ) | (446,552 | ) | (114,269 | ) | – | (240,000 | ) | (1,109,713 | ) | |||||||||||||
| $ | 11,472,235 | $ | 323,551 | $ | – | $ | – | $ | 203,322 | $ | 11,999,108 | |||||||||||||
| a. | Crown Capital Funding Partner LP note payable |
During the year ended December 31, 2018, the Company entered into a secured debt facility with Crown Capital Funding Partner LP (“Crown”) of $11,055,000 (CAD$15,000,000) bearing an interest rate of 10% payable quarterly. The loan is secured by a general security agreement covering all assets of the Company. The outstanding principal balance of the loan is repayable on November 28, 2023. Additionally, during the period ended September 30, 2020, the Company cancelled 450,000 previously issued common share purchase warrants and reissued new warrants to reflect a price per share equal to CAD$2.06 (the “Exercise Price”) until expiry on November 28, 2023. As a result of this modification, the Company recorded $84,287 (CAD$111,387) reflecting the incremental fair value of the warrant associated with the amendment as a reduction in the carrying value of the note payable as at September 30, 2020. The Company incurred fees of $353,115 (CAD$450,000) associated with establishing the amended debt facility, which was recorded as a reduction in the carrying value of the note payable. These fees remain unpaid and is added to the Company’s outstanding principal. These fees accrue interest at 10% and repayment is due on November 28, 2023. During the year ended December 31, 2022, the Company recorded interest expense of $900,202 (2021 - $1,232,349 and 2020 - $1,409,961).
The difference between the face value and ascribed value of the Crown Capital note payable is being accreted over the remaining life of the debt facility. Corresponding transaction costs were netted against the face value of the debt facility and are recognized as accretion and other financing expense over the term of the loan. During the year ended December 31, 2022, there was $244,611 recorded (2021 - $347,372 and 2020 - $313,112) as accretion and other financing expense related to the note payable in the consolidated statements of loss and comprehensive loss.
The Company signed an amendment related to the Crown debt facility that required the Company to pay $4,005,768 (CAD$5,000,000) of the principal balance on March 30, 2022 and pay an amendment fee of approximately $239,880 (CAD$300,000). The interest on the Crown Debt facility remained at 10% annual interest and future interest payments were reduced to the reduced principal amount. The amendment did not result in the terms of the original agreement being substantially modified; as such the transaction is accounted for as a modification of the old debt. The amended secured debt facility waived the Fixed Charge Coverage Ratio for the quarter ended December 31, 2022 and the Net Debt to EBITDA ratio for quarters ended March 31, 2022 and June 30, 2022. Additional financial covenants were added to the amended Crown debt facility, which include restrictions on the amount of selling, administrative and research and development costs and restrictions on capital expenditure (including internally generated intangible assets and capitalized assets) in each of the respective quarters ended June 30, 2022, September 30, 2022 and December 31, 2022. As at December 31, 2022, the Company was in compliance with the additional financial covenants.
On July 14, 2022, the Company signed an amendment to the Crown debt facility which removed entirely the Fixed Charge Coverage Ratio and Net Debt to EBITDA covenants for the term of the facility. The covenants relating to the restrictions on the amount of selling, administrative and research and development costs and restrictions on capital expenditure for the quarter ended September 30, 2022 and December 31, 2022 were unchanged.
26
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
The July 14, 2022 amendment resulted in the terms of the agreement being substantially modified; as such the transaction is accounted for as an extinguishment of the old debt. The Company recognized a loss on extinguishment of debt of $747,865 and the new debt was recognized at fair value of $7,701,650.
In addition, the Company has agreed to make certain payments to the lender in the event that there is a balance outstanding under the debt facility as at certain periods in time. Such fees, if applicable, are payable in cash or common shares, at the Company’s sole discretion. As at December 31, 2022, the Company issued 1,078,901 common chares to Crown Capital Funding, LP in connection with these payments. Total payments were valued at $442,626.
See Note 24 for subsequent events for repayment of Crown debt facility on January 13, 2023.
| b. | Unsecured promissory notes |
Unsecured promissory notes have been issued to the former owners of acquired companies. As part of the acquisition of Transcription Express, the Company issued an unsecured promissory note to the former owners of Transcription Express with a face value of $1,666,227, bearing interest at 10% per annum. During the year ended December 31, 2019, the terms of the Transcription Express unsecured promissory note were amended, with the principal and accrued interest to be paid monthly beginning on July 31, 2019 to the period ended April 30, 2021. As at December 31, 2021, this unsecured promissory note has been paid in full.
As part of the acquisition of HomeTech, the Company issued an unsecured interest-free promissory note to the former owners of HomeTech with a face value of $1,200,000, to be paid monthly for 60 months in equal installments of $20,000 beginning February 25, 2019 to the period ending January 25, 2024. The Company recorded the unsecured promissory note by discounting the principal amounts due using a market annual interest rate of 12%. The difference between the present value and the face value is being accreted over the term of the unsecured promissory notes.
An additional note was issued to the former owners of WordZ with a face value of $1,200,000 bearing interest at 5% to be paid quarterly for 36 months beginning January 5, 2021 to the period ending October 5, 2023. The fair value of the unsecured promissory notes was determined on a market annual interest rate of 12%. The difference between the face value and the ascribed value of the notes is being accreted over life of the notes.
| c. | Convertible notes |
During the year ended December 31, 2020, the Company entered into agreements (the “Amending Agreements”) with the holders of unsecured convertible notes (each, a “Note”) in the aggregate principal amount of approximately $6,792,934, granting the holders of such Notes (each a “Noteholder”) the option to convert the principal and the aggregate interest payable on their Notes from the date of issuance to the maturity date (the “Total Interest Payable”) into shares at a conversion price of CAD$2.18 per share (the “Conversion Option”). The modification of the convertible notes resulted in in a charge of $1,497,804 reflecting the incremental fair value of the reduced exercise price. This charge was recorded as a loss on repayment of long-term debt in the consolidated statements of loss and comprehensive loss.
Concurrent with their entry into the Amending Agreements, Noteholders holding all of the outstanding Notes exercised the Conversion Option during the year ended December 31, 2020. As a result of the exercise of the Conversion Option, the Company recognized $3,503,797 in interest expense reflecting interest charges from the date of the conversion through the maturity date. For the year ended December 31, 2020, the Company recognized a loss of $1,308,440 on the revaluation of the conversion feature liability.
| d. | U.S. Paycheck Protection Program Loan |
During the year ended December 30, 2022, the Company repaid $114,269 of the loan balance (2021 - $145,129).
27
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
The minimum remaining principal repayments of debt under all agreements are as follows:
| Crown Capital | wordZ note | HomeTech VTB loan | Total | |||||||||||||
| 2023 | $ | 7,701,650 | $ | 432,939 | $ | 260,000 | $ | 8,394,589 | ||||||||
| 2024 | - | - | 20,000 | 20,000 | ||||||||||||
| $ | 7,701,650 | $ | 432,939 | $ | 280,000 | $ | 8,414,589 | |||||||||
| 10. | Derivative warrant liability |
On July 21, 2022, the Company completed a private placement offering to institutional investors (“PIPE”). Under the PIPE, the Company sold 3,551,852 units (the “Units”) at a price of $1.35 per Unit for gross proceeds to the Company of approximately $4,800,000 before the deduction of any fees and other PIPE expenses. Each Unit consists of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (“Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $1.39. The Warrants will be exercisable beginning on January 21, 2023 and will expire on July 21, 2027. Issuance costs of $741,000 were incurred with $344,000 being recorded as a reduction of common shares and $397,000 recorded in accretion and other financing costs.
On September 15, 2021, the Company closed its direct offering with institutional investors (the “Offering”). Under the Offering, the Company sold 4,235,294 units (the “Units”) at a price of $4.25 per Unit for gross proceeds to the Company of approximately $18,000,000 before the deduction of any fees and other estimated Offering expenses. Each Unit consists of one and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). A total of 2,117,647 Warrants were issued. Each Warrant entitles shareholder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $5.00. The Warrants is exercisable as at March 15, 2022 and will expire five years from the issuance date on September 14, 2026.
In accordance with IFRS, a contract for the issuance of equity instruments that fails to meet the fixed for fixed criteria, i.e., issue a fixed number of shares for a fixed amount of cash or another financial asset, fails to meet the definition of equity. The exercise price for the Warrants issued under the PIPE and Offering are denominated in USD currency, which differs from the CAD functional currency of the issuing entity. As a result, the warrants are recorded as a derivative warrant liability since the Company will be receiving cash in a currency other than the issuing entity’s functional currency and therefore is deemed to be variable.
The derivative warrant liabilities are measured at fair value with changes in fair value recognized in the consolidated statements of loss and comprehensive loss at each year-end. The derivative warrant liabilities will ultimately be converted into the Company’s equity (common shares) when the Warrants are exercised or will be extinguished on the expiry of the outstanding Warrants and will not result in the outlay of any cash by the Company.
The Company uses the Black-Scholes pricing model to estimate fair value at initial recognition and at each reporting date. The Company considers expected volatility of its common shares in estimating its future stock price volatility. The risk-free interest rate for the life of the Warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of issue and at the time of revaluation. The life of warrant is based on an estimated exercise term.
28
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
The following are assumptions used by the Company to fair value at initial recognition and the year ended December 31, 2022:
PIPE July 21, 2022
December 31, 2022 year-end | July 21, 2022 initial recognition | |||||||
| Fair value (CAD) | $ | 0.10 | $ | 0.93 | ||||
| Share price (CAD) | $ | 0.36 | $ | 1.41 | ||||
| Exercise price (CAD) | $ | 1.89 | $ | 1.79 | ||||
| Expected volatility | 77.1 | % | 69.9 | % | ||||
| Risk free rate | 3.50 | % | 3.06 | % | ||||
| Expected life (years) | 4.55 | 5.0 | ||||||
| Expected dividends | 0 | % | 0 | % | ||||
Offering September 15, 2021
December 31, 2022 Year-end | December 31, 2021 Year-end | September 15, 2021 initial recognition | ||||||||||
| Fair value (CAD) | $ | 0.02 | $ | 1.12 | $ | 1.93 | ||||||
| Share price (CAD) | $ | 0.36 | $ | 3.11 | $ | 4.43 | ||||||
| Exercise price (CAD) | $ | 6.78 | $ | 6.35 | $ | 6.33 | ||||||
| Expected volatility | 75 | % | 64.7 | % | 62 | % | ||||||
| Risk free rate | 3.67 | % | 1.22 | % | 0.83 | % | ||||||
| Expected life (years) | 3.71 | 4.71 | 5.0 | |||||||||
| Expected dividends | 0 | % | 0 | % | 0 | % | ||||||
For the year ended December 31, 2022, a gain on revaluation of derivative warrant liabilities was recorded in the amount of $4,255,017 (2021 - $1,368,180).
As at December 31, 2022, there were 5,669,499 warrants outstanding and nil exercised (2021 - 2,117,647 and nil exercised).
| 11. | Capital stock |
Omnibus Equity Incentive Plan
On April 29, 2021, the Company adopted a new omnibus equity incentive plan (the “Omnibus Equity Incentive Plan”) by way of a Shareholder Resolution. The Omnibus Equity Incentive Plan is a “rolling” plan that, subject to certain adjustment provisions, provides that the aggregate maximum number of Common Shares that may be issued upon the exercise or settlement of awards granted under the Omnibus Equity Incentive Plan shall not exceed 10% of the Company’s issued and outstanding Common Shares from time to time. The Omnibus Equity Incentive Plan is considered an “evergreen” plan, since the Common Shares covered by awards that have been exercised, settled or terminated shall be available for subsequent grants under the Omnibus Equity Incentive Plan, and the number of awards available to grant increases as the number of issued and outstanding Common Shares increases. As such, the Omnibus Equity Incentive Plan must be approved by the majority of the Company’s Board and its Shareholders every three years following its adoption pursuant to the requirements of the TSX.
Under the Omnibus Equity Incentive Plan, the Company is able to grant equity-based incentive awards in the form of stock options, restricted share units (“RSUs”), performance share units (“PSUs”) and deferred share units (“DSUs”). All future grants of equity-based awards will be made pursuant to the Omnibus Equity Incentive Plan, and no further equity-based awards will be made pursuant to the Company’s Stock Option Plan, DSU plan, and Stock Appreciation Rights Plan (collectively, the “Legacy Plans”). The Legacy Plans will continue to be authorized for the sole purposes of facilitating the vesting and exercise of existing awards previously granted under the Legacy Plans. Once the existing awards granted under the Legacy Plans are exercised or terminated, the Legacy Plans will terminate and be of no further force or effect.
29
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
No equity incentive securities have been granted under the Legacy Plans for the year ended December 31, 2022 (2021 - nil and 2020 - 396,000).
Common shares
The Company’s authorized capital consists of an unlimited number of common shares with no par value. As at December 31, 2022, common shares of the Company were reserved as follows:
| Exercise price (CAD) | Expiry dates | Number outstanding | ||||||
| Options – Legacy Plan | $2.84 - $6.00 | January 2023 – December 2023 | 123,750 | |||||
| $2.20 - $3.10 | January 2024 – December 2024 | 220,350 | ||||||
| $3.13 | January 2025 – December 2025 | 376,000 | ||||||
| Options – Omnibus Equity Incentive Plan | $2.80 - 8.84 | January 2031 – June 2031 | 318,000 | |||||
| $0.45 - 1.35 | January 2032 – December 2032 | 805,947 | ||||||
| Deferred share units – Legacy Plan | $1.20 - $2.10 | N/ A | 66,667 | |||||
| Restricted share units – Omnibus Equity Incentive Plan | N/A | January 2024 – December 2024 | 16,667 | |||||
| N/A | January 2031 – June 2031 | 168,017 | ||||||
| N/A | N/A | 636,535 | ||||||
| Performance share units – Omnibus Equity Incentive Plan | N/A | N/A | 165,000 | |||||
Warrants
During the year ended December 31, 2022, there were no warrants exercised (2021 - 1,123,878 and 2020 - 1,154,759) for $nil proceeds (2021 - $2,092,276 and 2020 - $1,859,963). During the year ended December 31, 2022, there were no warrants issued under the Legacy Plans (2021 and 2020 – nil).
As at December 31, 2022, there were no warrants outstanding other than those classified as derivative warrant liabilities in Note 10 (2021 - nil).
Stock option plan
The Company has an incentive stock option plan for its directors, officers, employees, and contractors. The Company's legacy stock option plan allows for the granting of options (and DSUs as described below) up to an aggregate amount equal to 10% of the aggregate number of common shares of the Company outstanding. The options, which have a term not exceeding five years when issued, generally vest as follows:
| • | 1/3 at time of issue |
| • | 1/3 after one year |
| • | 1/3 after two years |
Under the Omnibus Equity Incentive Plan, the stock options that are granted have a term not exceeding ten years when granted, and can be fully vested on date of grant or vest as follows:
| • | 1/3 after one year |
| • | 1/3 after two years |
| • | 1/3 after three years |
30
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
During the year ended December 31, 2021, certain stock options granted included cash settlement alternatives at the discretion of the stock option holder, subject to the approval of the Company’s Plan Administrator. The option holder could elect to perform the following on the settlement date:
| • | acquire common shares of the Company on a 1:1 basis to vested options |
| • | receive cash payment, net of withholding taxes, equal to vested options multiplied by the market price of common shares of the Company |
| • | acquire and receive a combination of common shares and cash payment, respectively, as noted above |
Since the election and choice of settlement method lies with the stock option holder, which includes a cash settlement, the Company recorded the associated grants with this option as a cash-settled share-based payment and recorded a share-based payment liability, which is remeasured at each reporting period. On June 11, 2021, the Company initially recorded a share- based payment liability of $141,186 related to the 155,517 options that are deemed to be cash-settled share-based payments. As a result of additional vesting of the options as well as the result of remeasuring the options classified as cash-settled share-based payments related to the Omnibus Equity Incentive Plan at fair value, the Company recorded a gain on revaluation of options of $1,511,399 for the year ended December 31, 2022 (2021 - $1,028,055 and 2020 - $nil). As at December 31, 2022, the Company had no options outstanding that are to be cash-settled as these options were all forfeited.
As at December 31, 2022, 720,100 options were vested related to the Legacy Plan (2021 - 749,267 and 2020 - 770,283) with a weighted average exercise price of CAD $2.88 per share (2021 - CAD $3.16 and 200 - $2.62 ).
As at December 31, 2022, 486,864 options were vested related to the Omnibus Equity Incentive Plan (2021 - 46,500 and 2020 - nil) with a weighted average exercise price of CAD$1.67 per share (2021 - CAD$8.84 and 2020 - $nil).
During the year ended December 31, 2022, the Company granted 805,947 stock options respectively to directors, officers, employees, and contractors (2021 - 1,115,086 and 2020 - 396,000). The Company utilized the Black-Scholes option pricing model to fair value the stock options granted and included the following assumptions:
| Year ended December 31, 2022 | Year ended December 31, 2021 | |||
| Omnibus Equity Incentive Plan | Omnibus Equity Incentive Plan | |||
| Fair value at grant date (CAD) | $0.20 - $ 0.81 | $2.30 - $ 7.29 | ||
| Share price at grant date (CAD) | $0.34 - $1.32 | $2.80 - $ 8.93 | ||
| Exercise price (CAD) | $0.45 - $1.35 | $8.84 - $8.93 | ||
| Expected volatility | 62.5% - 72.3% | 81.60% - 82.7% | ||
| Expected option life | 5.5 - 6.5 | 10.0 | ||
| Expected dividends | 0% | 0% | ||
| Risk-free interest rate (based on government bonds) | 2.90% - 3.16% | 1.38% - 1.43% |
During the year ended December 31, 2022, nil options were exercised (2021 - 203,333 and 2020 - 92,500), for $nil proceeds (2021 - CAD$312,833 and 2020 - CAD$113,500). There were 886,253 stock options forfeited during the year ended December 31, 2022 (2021 and 2020 - nil) and 72,000 stock options that expired during the year ended December 31, 2022 (2021 - 33,333 and 2020 - 53,667).
The following information applies to stock options outstanding per the Legacy Plan as at December 31, 2022, along with their respective exercise prices and related weighted average remaining contractual life:
| Range of exercise prices (CAD) | Options outstanding | Weighted average remaining contractual life | Weighted average exercise price (CAD) | Options exercisable | Weighted average exercise price (CAD) | |||||||||||||
| $2.84 - $6.00 | 123,750 | 0.9 years | $ | 3.01 | 123,750 | $ | 3.01 | |||||||||||
| $2.20 - $3.10 | 220,350 | 1.5 years | $ | 2.37 | 220,350 | $ | 2.37 | |||||||||||
| $3.13 | 376,000 | 2.3 years | $ | 3.13 | 376,000 | $ | 3.13 | |||||||||||
| 720,100 | 1.8 years | $ | 2.88 | 720,100 | $ | 2.88 | ||||||||||||
31
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
The following information applies to stock options outstanding per the Omnibus Equity Incentive Plan as at December 31, 2022, along with their respective exercise prices and related weighted average remaining contractual life:
| Range of exercise prices (CAD) | Options outstanding | Weighted average remaining contractual life | Weighted average exercise price (CAD) | Options exercisable | Weighted average exercise price (CAD) | |||||||||||||
| $2.80 - $8.84 | 318,000 | 8.9 years | $ | 3.25 | 118,000 | $ | 3.82 | |||||||||||
| $0.45 - $1.35 | 805,947 | 9.7 years | $ | 0.92 | 368,864 | $ | 0.98 | |||||||||||
| 1,123,947 | 9.5 years | $ | 1.58 | 486,864 | $ | 1.67 | ||||||||||||
Deferred Share Units Plan
The Company established a DSU Plan to provide non-employee directors to participate in the long-term success of the Company. DSUs are fully vested upon being granted.
The Board of Directors may grant DSUs (and the number of options to purchase shares described above) up to a maximum of 10% of common shares outstanding and up to a maximum of 100,000 units.
Maximum allowable grants under the option and DSU plans in aggregate as at December 31, 2022 were 3,464,970 (2021 - 2,988,172 and 2020 - 2,359,143) of which 1,844,047 were outstanding stock options, 66,667 were outstanding DSUs, 821,219 were outstanding RSUs, and 165,000 of outstanding PSUs for a total of 2,896,933 (2021 - 2,259,036 and 2020 - 1,184,600).
The Company did not grant any DSU’s to Directors of the Company during the year ended December 31, 2022 (2021 and 2020 -nil).
Restricted Share Units Plan
Under the Omnibus Equity Incentive Plan, the Company established a RSU Plan. RSUs have a term not exceeding ten years to indefinite expiry when granted and can fully vest after one year, vest each month, or vest as follows:
| • | 1/3 after one year |
| • | 1/3 after two years |
| • | 1/3 after three years |
During the year ended December 31, 2021, certain RSUs granted included cash settlement alternatives at the discretion of the RSU holder, subject to the approval of the Company’s Plan Administrator. The RSU holder could elect to perform the following on the settlement date:
| • | acquire common shares of the Company on a 1:1 basis to vested RSUs |
| • | receive cash payment, net of withholding taxes, equal to vested RSUs multiplied by the market price of common shares of the Company |
| • | acquire and receive a combination of common shares and cash payment, respectively, as noted above |
Certain RSUs issued by the Company included the choice of settlement method lies with the RSU holder, which includes a cash settlement, the Company has recorded the associated RSU grants as a cash settled share-based payments and recorded a share-based payment liability. As at December 31, 2022, there are 155,517 RSUs outstanding that are classified as cash-settled share-based payments.
32
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
As a result of remeasuring the RSUs classified as cash-settled share-based payments related to the Omnibus Equity Incentive Plan at fair value, the Company recorded a gain of $550,260 for the year ended December 31, 2022 (2021 - $242,595 and 2020 - $nil). The RSUs were valued at the following fair values:
| Year ended December 31, 2022 | Year ended December 31, 2021 | ||||||||
| Omnibus Equity Incentive Plan | Omnibus Equity Incentive Plan | ||||||||
| Fair value (CAD) | $ | 0.36 | $ | 3.11 | |||||
| Share price (CAD) | $ | 0.36 | $ | 3.11 | |||||
During the year ended December 31, 2022, 803,463 RSUs were granted to directors, officers, employees, and contractors (2021 - 1,023,378 and 2020 - nil) which are equity accounted for. 689,469 RSUs were vested and 175,261 RSUs were exercised for the year ended December 31, 2022 (2021 - 842,861 vested and 827,361 RSUs exercised and 2020 - nil). The Company recorded the RSUs granted which have a zero exercise price at the following fair values:
|
Year ended December 31, 2022 |
Year ended December 31, 2021 |
||||||
| Omnibus Equity Incentive Plan |
Omnibus Equity Incentive Plan |
||||||
| Fair value (CAD) | $0.35 - $1.32 | $2.75 - $8.93 | |||||
| Share price (CAD) | $0.35 - $1.32 | $2.75 - $8.93 |
Performance Share Units Plan
Under the Omnibus Equity Incentive Plan, the Company established a PSU Plan. The PSUs have an indefinite term when granted and vest 100% after one year if the performance vesting conditions are met. As at December 31, 2022, the Company has determined that it is probable that the performance vesting condition will be met by the respective employees.
On May 16, 2022, 195,000 PSUs were granted to employees, of which 30,000 shares were forfeited during the year ended December 31, 2022. The PSUs were recorded at the fair value on the day of the grant. The PSUs were valued at the following fair value:
| Year ended December 31, 2022 | ||||
| Omnibus Equity Incentive Plan | ||||
| Fair value (CAD) | $ | 1.32 | ||
| Share price (CAD) | $ | 1.32 | ||
33
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 12. | Stock-based compensation |
The total compensation expense relating to the value assigned to the stock options, RSUs, and PSUs granted to directors, officers, employees and contractors for the December 31, 2022 was $2,779,312 (2021 - $8,495,189 and 2020 - $725,316), which was included in the stock-based compensation expense with a corresponding charge to contributed surplus of $1,264,523 (2021 - $6,679,582 and 2020 - $461,509) and share-based payment liability of $1,514,789 (2021 - $1,815,607 and 2020 - $nil) which was subsequently reversed through gain on revaluation of options in 2022.
| 13. | Net loss per share |
| Year ended December 31, | ||||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| Numerator for basic and diluted net loss per share: | ||||||||||||
| Net loss for the year | $ | (8,706,015 | ) | $ | (19,678,749 | ) | $ | (11,145,306 | ) | |||
| Denominator for basic net loss per share: | ||||||||||||
| Weighted average number of common shares outstanding | 31,648,001 | 26,448,594 | 18,080,533 | |||||||||
| Effect of potential dilutive securities | – | – | – | |||||||||
| Adjusted denominator for diluted net loss per share | 31,648,001 | 26,448,594 | 18,080,533 | |||||||||
| Basic net loss per share | $ | (0.28 | ) | $ | (0.74 | ) | $ | (0.62 | ) | |||
| Diluted net loss per share | $ | (0.28 | ) | $ | (0.74 | ) | $ | (0.62 | ) | |||
For the year ended December 31, 2022, 8,566,432 of potentially dilutive common shares (2021 - 4,376,683 and 2020 - 2,308,478) issuable upon the exercise of warrants, DSUs, RSUs, PSUs, and options were not included in the computation of loss per share because their effect was anti-dilutive.
| 14. | Supplemental cash flow information |
Components of the net change in non-cash working capital are as follows:
| Year ended December 31, | ||||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| Trade and other receivables | $ | 72,230 | $ | 1,180,069 | $ | (316,778 | ) | |||||
| Inventories | 11,750 | (176 | ) | 18,473 | ||||||||
| Prepaid expenses and deposits | 4,132 | (1,630,088 | ) | (53,416 | ) | |||||||
| Trade and other payables and accrued liabilities | 669,427 | (1,170,715 | ) | (40,937 | ) | |||||||
| Taxes | (104,670 | ) | – | – | ||||||||
| Contract liabilities | 742,228 | (381,596 | ) | (380,629 | ) | |||||||
| Total | $ | 1,395,097 | $ | (2,002,506 | ) | $ | (773,287 | ) | ||||
Other supplemental cash flow information as follows:
| Year ended December 31, | ||||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| Cash received for interest | $ | 1,718 | $ | 22,725 | $ | 1,068 | ||||||
| Cash paid for interest | 1,154,727 | 1,311,915 | 1,105,298 | |||||||||
34
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 15. | Segmented financial information |
The Company has determined it has two reportable business segments, namely technology and related revenue and technology services. The technology and related revenue segment develops, distributes licenses computer-based digital solutions based on the Company’s proprietary technology; and the technology service segment, provides recording and transcription services.
The Company’s reportable segments are strategic business segments that offer different products and/or services. These business segments work on different business models and operate autonomously. The Company does not segregate sales and associated costs by individual technology products. Accordingly, segmented information on revenue and associated costs is only provided for the transcription services and computer-based digital solutions currently offered by the Company.
The Chief Executive Officer, President and Chief Operating Officer, and Chief Financial Officer are the operating decision makers and regularly reviews our operations and performance by segment. They review segment income (loss) as the key measure of profit for the purpose of assessing performance of each segment and to make decisions about the allocation of resources.
Financial information by reportable business segment is as follows:
| Year ended December 31, 2022 | ||||||||||||||||
| Technology and related revenue | Technology services | Corporate | Total | |||||||||||||
| Consolidated income (loss) | ||||||||||||||||
| Revenue | $ | 4,031,450 | $ | 41,812,479 | $ | – | $ | 45,843,929 | ||||||||
| Gross profit | 2,818,137 | 19,107,566 | – | 21,925,703 | ||||||||||||
| Selling and administrative expenses | 2,156,808 | 19,796,235 | 2,573,260 | 24,526,303 | ||||||||||||
| Stock-based compensation | 244,409 | 2,534,903 | – | 2,779,312 | ||||||||||||
| Research and development expenses | 64,557 | 669,558 | – | 734,115 | ||||||||||||
| Depreciation and amortization | 312,219 | 5,729,361 | 46,623 | 6,088,203 | ||||||||||||
| Foreign exchange gain | – | – | (452,068 | ) | (452,068 | ) | ||||||||||
| Interest, accretion and other financing costs | – | – | 2,283,812 | 2,283,812 | ||||||||||||
| Loss on contingent consideration | – | 80,071 | – | 80,071 | ||||||||||||
| Gain on revaluation of options | – | – | (1,511,399 | ) | (1,511,399 | ) | ||||||||||
| Gain on revaluation of RSUs | – | – | (550,260 | ) | (550,260 | ) | ||||||||||
| Gain on revaluation of the derivative warrant liability | – | – | (4,255,017 | ) | (4,255,017 | ) | ||||||||||
| Loss on extinguishment of debt | – | – | 747,865 | 747,865 | ||||||||||||
| Restructuring costs | – | – | 323,075 | 323,075 | ||||||||||||
| Business acquisition costs | – | – | 433,372 | 433,372 | ||||||||||||
| Impairment of property and equipment | – | 15,246 | – | 15,246 | ||||||||||||
| Other income | – | – | (1,291 | ) | (1,291 | ) | ||||||||||
| Current income tax recovery | – | (105,256 | ) | – | (105,256 | ) | ||||||||||
| Deferred income tax recovery | (33,063 | ) | (471,302 | ) | – | (504,365 | ) | |||||||||
| Segment income (loss) | $ | 73,207 | $ | (9,141,250 | ) | $ | 362,028 | $ | (8,706,015 | ) | ||||||
35
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| Year ended December 31, 2021 | ||||||||||||||||
Technology and | Technology services | Corporate | Total | |||||||||||||
| Consolidated income (loss) | ||||||||||||||||
| Revenue | $ | 4,370,074 | $ | 26,676,738 | $ | – | $ | 31,046,812 | ||||||||
| Gross profit | 3,249,849 | 11,673,110 | – | 14,922,959 | ||||||||||||
| Selling and administrative expenses | 7,467,520 | 6,799,249 | 4,852,944 | 19,119,713 | ||||||||||||
| Stock-based compensation | 1,195,762 | 7,299,427 | – | 8,495,189 | ||||||||||||
| Research and development expenses | 1,092,108 | – | – | 1,092,108 | ||||||||||||
| Depreciation and amortization | 1,902,822 | 2,738,779 | – | 4,641,601 | ||||||||||||
| Foreign exchange loss (gain) | 110,098 | (87,968 | ) | – | 22,130 | |||||||||||
| Interest, accretion and other financing expense | 24,543 | 10,169 | 2,263,494 | 2,298,206 | ||||||||||||
| Gain on contingent consideration | – | (332,569 | ) | (332,569 | ) | |||||||||||
| Gain on revaluation of options | (144,707 | ) | (883,348 | ) | – | (1,028,055 | ) | |||||||||
| Gain on revaluation of RSUs | (34,147 | ) | (208,448 | ) | – | (242,595 | ) | |||||||||
| Gain on revaluation of the derivative warrant liability | (192,582 | ) | (1,175,598 | ) | – | (1,368,180 | ) | |||||||||
| Restructuring costs | 312,794 | 119,908 | – | 432,702 | ||||||||||||
| Business acquisition costs | – | – | 539,734 | 539,734 | ||||||||||||
| Other income | (21,372 | ) | 9,369 | – | (12,003 | ) | ||||||||||
| Current income tax recovery | – | (875 | ) | – | (875 | ) | ||||||||||
| Deferred income tax expense | – | 944,602 | – | 944,602 | ||||||||||||
| Segment loss | $ | (8,462,990 | ) | $ | (3,559,587 | ) | $ | (7,656,172 | ) | $ | (19,678,749 | ) | ||||
| Year ended December 31, 2020 | ||||||||||||||||
Technology and | Technology services | Corporate | Total | |||||||||||||
| Consolidated income (loss) | ||||||||||||||||
| Revenue | $ | 3,201,837 | $ | 28,547,856 | $ | – | $ | 31,749,693 | ||||||||
| Gross profit | 2,169,414 | 13,980,842 | – | 16,150,256 | ||||||||||||
| Selling and administrative expenses | 6,012,270 | 4,606,557 | 416,075 | 11,034,902 | ||||||||||||
| Stock-based compensation | – | – | 725,316 | 725,316 | ||||||||||||
| Research and development expenses | 1,074,178 | – | – | 1,074,178 | ||||||||||||
| Depreciation and amortization | 2,429,329 | 2,829,914 | – | 5,259,243 | ||||||||||||
| Foreign exchange gain | (65,303 | ) | (67,003 | ) | (132,306 | ) | ||||||||||
| Interest, accretion and other financing expense | 26,746 | – | 6,124,720 | 6,151,466 | ||||||||||||
| Other income | (25 | ) | (10,348 | ) | – | (10,373 | ) | |||||||||
| Loss on revaluation of conversion feature liability | – | – | 1,308,440 | 1,308,440 | ||||||||||||
| Gain on contingent consideration | – | (946,503 | ) | – | (946,503 | ) | ||||||||||
| Impairment of intangibles | – | 2,258,369 | – | 2,258,369 | ||||||||||||
| Loss on repayment of long-term debt | – | – | 1,497,804 | 1,497,804 | ||||||||||||
| Business acquisition costs | – | – | 19,058 | 19,058 | ||||||||||||
| Current income tax expense | – | 106,986 | – | 106,986 | ||||||||||||
| Deferred income tax expense (recovery) | 61,879 | (1,112,897 | ) | – | (1,051,018 | ) | ||||||||||
| Segment income (loss) | $ | (7,369,660 | ) | $ | 6,315,767 | $ | (10,091,413 | ) | $ | (11,145,306 | ) | |||||
36
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
The comparative figures income statement below gross profit have been adjusted for the year ended December 31, 2021 to reflect the current year’s presentation. The segment loss originally reported for the year ended December 31, 2021 for technology and related revenue was $8,462,990. For technology services, segment loss originally reported for the year ended December 31, 2021 was $3,559,587.
The adjustments were not considered material and did not affect the Company’s consolidated revenue or consolidated net loss.
Property and equipment are located in the following countries:
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Australia | $ | 1,316,010 | $ | 325,228 | ||||
| United States | 67,307 | 113,242 | ||||||
| Canada | 35,331 | 14,084 | ||||||
| United Kingdom | 13,485 | 8,420 | ||||||
| $ | 1,432,133 | $ | 460,974 | |||||
| 16. | Revenue |
The Company generates revenue primarily from the delivery of technology and transcription services to its customers. Revenue from contracts with customers is disaggregated by primary geographical market, major products and services and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the Company’s reportable segments (note 15).
| Year ended December 31, | ||||||||||||
| Primary geographic markets | 2022 | 2021 | 2020 | |||||||||
| Australia | $ | 26,332,938 | $ | 9,523,257 | $ | 8,531,854 | ||||||
| United States | 17,473,030 | 18,980,591 | 22,180,946 | |||||||||
| United Kingdom | 1,718,537 | 1,948,321 | 611,666 | |||||||||
| Canada | 205,656 | 160,372 | 305,166 | |||||||||
| Other | 113,768 | 434,271 | 120,061 | |||||||||
| Total | $ | 45,843,929 | $ | 31,046,812 | $ | 31,749,693 | ||||||
| Year ended December 31, | ||||||||||||
| Major products/service lines | 2022 | 2021 | 2020 | |||||||||
| Technology services | $ | 41,812,479 | $ | 26,676,738 | $ | 28,190,993 | ||||||
| Software licenses | 352,473 | 1,365,882 | 1,013,854 | |||||||||
| Support and maintenance | 1,872,620 | 1,772,203 | 1,519,424 | |||||||||
| SaaS | 89,692 | 65,187 | 42,662 | |||||||||
| Subscription | 493,845 | 189,359 | – | |||||||||
| Professional services | 950,605 | 451,695 | 288,597 | |||||||||
| Hardware | 272,215 | 442,077 | 657,711 | |||||||||
| Other | – | 83,671 | 36,452 | |||||||||
| Total | $ | 45,843,929 | $ | 31,046,812 | $ | 31,749,693 | ||||||
The Company had two customers who contributed greater than 10% of consolidated total revenues during the year ended December 31, 2022 comprising of 18.7% and 14.1% respectively (2021 - one customer at 11.7% and 2020 - one customer and 11.3%).
37
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Technology services, software licenses, hardware and other revenue are recognized at a point in time, except for revenue for select customers over time. Professional services, support and maintenance, SaaS, and subscription revenue is recognized over time.
| 17. | Expenses by nature |
Expenses incurred by nature are as follows:
| Year ended December 31, | ||||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| Employee and contractor expenses (note 18) | $ | 39,054,160 | $ | 33,603,690 | $ | 22,682,199 | ||||||
| Third-party vendors and other cost of sales | 3,577,368 | 1,719,616 | 1,043,844 | |||||||||
| Depreciation and amortization | 6,088,203 | 4,641,601 | 5,259,243 | |||||||||
| Facilities | 646,894 | 470,773 | 279,028 | |||||||||
| Professional and consulting fees | 1,648,274 | 4,099,129 | 1,566,224 | |||||||||
| Investor relations and other shareholder expenses | 371,389 | 792,457 | 288,778 | |||||||||
| Bad debt | 100,163 | 283,964 | 18,116 | |||||||||
| Marketing and advertising/promotion expenses | 294,997 | 177,894 | 226,104 | |||||||||
| Software license and IT expenses | 3,999,468 | 1,620,816 | 1,318,239 | |||||||||
| Telephone and internet | 568,813 | 283,207 | 260,634 | |||||||||
| Travel | 264,238 | 202,703 | 78,467 | |||||||||
| Insurance | 1,143,358 | 630,066 | 103,702 | |||||||||
| Office, administrative, and other operating expenses | 288,834 | 946,548 | 568,498 | |||||||||
| Foreign exchange loss (gain) | (452,068 | ) | 22,130 | (132,306 | ) | |||||||
| Total | $ | 57,594,091 | $ | 49,494,594 | $ | 33,560,770 | ||||||
| 18. | Employee and contractor expenses |
Expenditures for employee and contractor salaries and benefits are as follows:
| Year ended December 31, | ||||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| Salaries and wages and employee benefits | $ | 25,731,132 | $ | 14,575,551 | $ | 11,060,315 | ||||||
| Contract labour | 10,082,646 | 9,550,731 | 9,818,222 | |||||||||
| Stock-based compensation | 2,779,312 | 8,495,189 | 725,316 | |||||||||
| Other staff expense | 461,070 | 982,219 | 1,078,346 | |||||||||
| Total | $ | 39,054,160 | $ | 33,603,690 | $ | 22,682,199 | ||||||
38
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 19. | Right-of-use assets |
Details of the Company’s right-of-use assets are the following:
| Balance December 31, 2021 |
Additions | Adjustments | Foreign exchange | Balance December 31, 2022 | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Buildings | $ | 2,042,126 | 365,303 | – | (431,355 | ) | $ | 1,976,074 | ||||||||||||
| Equipment | 75,169 | – | (12,255 | ) | 1,472 | 64,386 | ||||||||||||||
| $ | 2,117,295 | 365,303 | (12,255 | ) | (429,883 | ) | $ | 2,040,460 | ||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Buildings | 952,901 | 351,702 | – | (368,197 | ) | $ | 936,406 | |||||||||||||
| Equipment | 29,901 | 15,084 | – | 469 | 45,454 | |||||||||||||||
| 982,802 | 366,786 | – | (367,728 | ) | $ | 981,860 | ||||||||||||||
| Net book value | $ | 1,134,493 | $ | 1,058,600 | ||||||||||||||||
| Balance December 31, 2020 | Acquisitions | Additions | Foreign exchange | Balance December 31, 2021 | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Buildings | $ | 1,105,554 | 915,203 | – | 21,369 | $ | 2,042,126 | |||||||||||||
| Equipment | 36,268 | 38,901 | – | – | 75,169 | |||||||||||||||
| $ | 1,141,822 | 954,104 | – | 21,369 | $ | 2,117,295 | ||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Buildings | 810,295 | – | 122,600 | 20,006 | 952,901 | |||||||||||||||
| Equipment | 21,961 | – | 7,833 | 107 | 29,901 | |||||||||||||||
| 832,256 | – | 130,433 | 20,113 | 982,802 | ||||||||||||||||
| Net book value | $ | 309,566 | $ | 1,134,493 | ||||||||||||||||
| Balance December 31, 2019 | Additions | Disposals | Foreign exchange | Balance December 31, 2020 | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Buildings | 1,048,596 | 56,925 | (44,725 | ) | 44,758 | 1,105,554 | ||||||||||||||
| Equipment | 36,268 | – | – | – | 36,268 | |||||||||||||||
| $ | 1,084,864 | 56,925 | (44,725 | ) | 44,758 | $ | 1,141,822 | |||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Buildings | 426,516 | 333,725 | (22,363 | ) | 72,417 | 810,295 | ||||||||||||||
| Equipment | 11,302 | 10,659 | – | – | 21,961 | |||||||||||||||
| 437,818 | 344,384 | (22,363 | ) | 72,417 | 832,256 | |||||||||||||||
| Net book value | $ | 647,046 | $ | 309,566 | ||||||||||||||||
39
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 20. | Lease obligations |
Below is a summary of the activity related to the Company’s lease liabilities for the year ended December 31, 2022, 2021 and 2020:
| Year ended December 31, | ||||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| Lease obligations, December 31, 2021 | $ | 1,188,769 | $ | 354,199 | $ | 689,644 | ||||||
| Additions | 386,090 | 953,868 | 12,199 | |||||||||
| Disposals | – | – | (67,787 | ) | ||||||||
| Interest on lease liabilities | 114,131 | 34,712 | 53,549 | |||||||||
| Interest payments on lease liabilities | (114,131 | ) | (34,712 | ) | (53,549 | ) | ||||||
| Principal payments of lease liabilities | (270,795 | ) | (150,924 | ) | (338,276 | ) | ||||||
| Foreign exchange difference | (97,816 | ) | 31,626 | 58,419 | ||||||||
| Lease obligations, end of year | $ | 1,206,248 | $ | 1,188,769 | $ | 354,199 | ||||||
The Company and its subsidiaries have entered into agreements to lease office premises until 2025. The annual rent expenses for premises consist of minimum rent and do not include variable costs. The minimum payments under all agreements are as follows:
| 2023 | $ | 679,718 | |||
| 2024 | 496,123 | ||||
| 2025 | 232,461 | ||||
| $ | 1,408,302 |
40
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 21. | Income taxes |
The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2021 and 2020 - 26.5%) to the effective tax rate is as follows:
| 2022 | 2021 | 2020 | ||||||||||
| Net loss before income taxes | $ | (9,315,636 | ) | $ | (18,735,022 | ) | $ | (12,089,338 | ) | |||
| Expected income tax recovery | (2,468,644 | ) | (4,964,781 | ) | (3,203,675 | ) | ||||||
| Difference in foreign tax rates | 258,214 | 163,190 | 202,331 | |||||||||
| Share-based compensation and non-deductible expenses | (1,075,684 | ) | (3,470 | ) | (114,257 | ) | ||||||
| Prior year true-ups | (205,361 | ) | (48,507 | ) | 75,227 | |||||||
| Tax rate changes and other adjustments | 21,067 | 9,619 | 2,210 | |||||||||
| Recognition of previously unrecognized deferred tax assets | – | – | (317,387 | ) | ||||||||
| Change in tax benefits not recognized | 2,860,787 | 5,787,676 | 2,411,519 | |||||||||
| Income tax expense (recovery) | $ | (609,621 | ) | $ | 943,727 | $ | (944,032 | ) | ||||
The Company’s income tax expense (recovery) is allocated as follows:
| 2022 | 2021 | 2020 | ||||||||||
| Current income tax expense (recovery) | $ | (105,256 | ) | $ | (875 | ) | $ | 106,986 | ||||
| Deferred income tax expense (recovery) | (504,365 | ) | 944,602 | (1,051,018 | ) | |||||||
| Income tax expense (recovery) | $ | (609,621 | ) | $ | 943,727 | $ | (944,032 | ) | ||||
The significant components of deferred tax assets and liabilities are as follows:
| 2022 | 2021 (restated - note 4) | |||||||
| Non-capital losses carried forward | $ | 529,525 | $ | 288,655 | ||||
| Right-of-use assets | 1,056 | – | ||||||
| Reserves | 124,423 | 176,145 | ||||||
| Deferred tax assets | $ | 655,004 | $ | 464,800 | ||||
| Non-capital losses carried forward | 126,029 | – | ||||||
| Intangible assets | (978,114 | ) | (1,217,527 | ) | ||||
| Reserves | (16,558 | ) | (7,113 | ) | ||||
| Deferred tax liabilities | (868,644 | ) | (1,224,640 | ) | ||||
| Net deferred tax liabilities | $ | (213,639 | ) | $ | (759,840 | ) | ||
41
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
The following tables present tax effects of temporary differences and carry forwards, as well as movements in the deferred tax balances:
Balance at December 31, 2021 | Recognized in profit and loss | Adjustments | Balance at December 31, 2022 | |||||||||||||
| Deferred tax assets (liabilities): | ||||||||||||||||
| Non-capital losses carried forward | 288,655 | 366,900 | – | 655,555 | ||||||||||||
| Intangible assets | (1,148,280 | ) | 170,166 | – | (978,114 | ) | ||||||||||
| Right-of-use assets | – | 1,056 | – | 1,056 | ||||||||||||
| Reserves | 176,145 | (68,280 | ) | – | 107,864 | |||||||||||
| Other | (76,360 | ) | 34,523 | 41,837 | – | |||||||||||
| $ | (759,840 | ) | $ | 504,365 | $ | 41,837 | $ | (213,639 | ) | |||||||
Balance at December 31, 2020 | Recognized in profit and loss | Adjustments | Balance at December 31, 2021 | |||||||||||||
| Deferred tax assets (liabilities): | ||||||||||||||||
| Non-capital losses carried forward | 154,406 | 134,249 | – | 288,655 | ||||||||||||
| Intangible assets | 16,104 | 27,655 | (1,192,039 | ) | (1,148,280 | ) | ||||||||||
| Reserves | 1,227,868 | (1,051,723 | ) | – | 176,145 | |||||||||||
| Other | (17,023 | ) | (54,783 | ) | (4,554 | ) | (76,360 | ) | ||||||||
| $ | 1,381,355 | $ | (944,602 | ) | $ | (1,196,593 | ) | $ | (759,840 | ) | ||||||
Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:
42
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 2022 | 2021 | |||||||
| Property and equipment | $ | 168,259 | $ | 317,392 | ||||
| Right-of-use assets | (432,053 | ) | – | |||||
| Intangible assets | 13,483,871 | 10,691,053 | ||||||
| Share issuance costs – 20(1)(e) | 149,410 | 474,873 | ||||||
| Non-capital losses carried forward – Canada | 22,769,811 | 21,725,215 | ||||||
| Non-capital losses carried forward – US | 14,371,217 | 10,537,511 | ||||||
| Non-capital losses carried forward – Australia | 684 | 195,574 | ||||||
| Non-capital losses carried forward – UK | 153,842 | – | ||||||
| Capital losses carried forward - Canada | 324,281 | 346,457 | ||||||
| Capital losses carried forward - Australia | 503,570 | 537,322 | ||||||
| Investment tax credits | 558,951 | 597,175 | ||||||
| SR&ED pool | 1,748,848 | 1,868,445 | ||||||
| Ontario SR&ED credit | 86,586 | 92,507 | ||||||
| Contract liabilities | 130,834 | 270,320 | ||||||
| Lease obligations | 332,306 | (58,111 | ) | |||||
| Accrued vacation | 1,004 | 38,584 | ||||||
| Accrued liabilities | – | 12,409 | ||||||
| Accrued interest | 1,786,594 | 1,257,173 | ||||||
| Difference between cash and accrual basis | – | (676,122 | ) | |||||
| Financing cost - Crown Capital loan | (165,079 | ) | – | |||||
| AFDA reserve | 262,849 | 117,163 | ||||||
| Contingent consideration liabilities | 136,663 | 445,972 | ||||||
| Stock-based compensation | 397,153 | 149,343 | ||||||
| Business acquisition expenses | 691,321 | 314,633 | ||||||
| Charitable contributions | 250 | – | ||||||
| $ | 57,461,172 | $ | 49,254,888 | |||||
The Company has available Canadian non-capital losses of approximately $22,769,811 and capital losses of approximately $324,281. The net capital loss carry forward may be carried forward indefinitely but can only be used to reduce capital gains. The Company’s Canadian non-capital income tax losses expire between the years 2026 to 2042.
During the year ended December 31, 2022, the Company utilized Canadian loss carryforwards of approximately $nil (2021 and 2020 - $nil) to reduce taxable income in the current year.
The Company also has investment tax credits available to reduce future federal taxes payable of approximately $558,951 which if not utilized will expire between the years 2025 to 2034.
The effective and statutory tax rate in the Company’s Australian subsidiaries is 30.0% (2021 - 26.0% and 2020 - 27.5%). These subsidiaries have non-capital losses of approximately $2,061,281 (2021 - $1,541,287 and 2020 - $nil) and capital losses of approximately $503,570 (2021 - $537,322 and 2020 - $570,372) available to offset future taxable capital gains. These losses do not expire.
The Company’s US subsidiaries have non-capital losses of approximately $14,371,217 available to reduce future taxable. These losses do not expire.
The Company’s UK subsidiaries have non-capital losses of approximately $316,120 available to reduce future taxable income. These losses do not expire.
43
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Unrecognized deferred tax liabilities
The aggregate amount of temporary differences associated with investments in subsidiaries for which the Company has not recognized deferred tax liabilities is approximately $1,033,312 as the Company ultimately controls whether the liability will be incurred and is satisfied that it will not be incurred in the foreseeable future.
| 22. | Risk management for financial instruments |
The estimated fair values of cash, trade and other receivables, restricted cash, trade and other payables and accrued liabilities approximate their carrying values due to the relatively short-term nature of the instruments. The estimated fair values of current and long-term debt and obligations under finance lease also approximate carrying values due to the fact that effective interest rates are not significantly different from market.
Fair value measurements recognized in the consolidated statement of financial position must be categorized in accordance with the following levels:
| a. | Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; |
| b. | Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and |
| c. | Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
The Company’s financial instruments carried at fair value on the consolidated statements of financial position consist of cash and restricted cash. Cash and restricted cash are valued using quoted market prices (Level 1). Share-based payment liability, contingent consideration, and derivative warrant liability are categorized using observable market inputs (Level 2). The Company did not value any financial instruments using valuation techniques based on non-observable market inputs (Level 3) as at December 31, 2022.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach in managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, by continuously monitoring actual and budgeted cash flows.
The Company has sustained losses over the last number of periods and has financed these losses mainly through a combination of equity and debt offerings. Management believes that it has raised sufficient cash to meet all of its contractual debt that is coming due in 2023 and has the ability to fund any operating losses that may occur in the upcoming periods.
The table below summarizes the Company’s contractual obligations into relevant maturity groups at the consolidated statement of financial position date based on the expected contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows for operations:
| 2023 | 2024 | 2025 | Total | |||||||||||||
| Trade and other payables | $ | 5,937,880 | $ | – | $ | – | $ | 5,937,880 | ||||||||
| Lease obligations | 679,718 | 496,123 | 232,461 | 1,408,302 | ||||||||||||
| Crown Capital debt | 7,701,650 | – | – | 7,701,650 | ||||||||||||
| Contingent consideration - WordZ | 236,808 | – | – | 236,808 | ||||||||||||
| WordZ promissory note | 432,939 | – | – | 432,939 | ||||||||||||
| HomeTech VTB loan | 260,000 | 20,000 | – | 280,000 | ||||||||||||
| Total | $ | 15,248,995 | $ | 516,123 | $ | 232,461 | $ | 15,997,579 | ||||||||
Credit risk
Credit risk arises from the potential that a customer or counterparty will fail to perform its obligations. The Company is exposed to credit risk from its customers; however, the Company has a significant number of customers, minimizing the concentration of credit risk. Further, a large majority of the Company’s customers are economically stable organizations such as government agencies or departments with whom the Company transacts with on a regular basis, further reducing the overall credit risk.
44
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Historically, the Company has suffered losses under trade receivables. In order to minimize the risk of loss from trade receivables, the Company’s extension of credit to customers involves review and approval by senior management and conservative credit limits for new or higher-risk accounts.
The Company reviews its trade receivable accounts regularly and writes down these accounts to their expected realizable values, by making an allowance for expected credit losses based on aging and historic collection of receivables. The allowance is recorded as an expense in the consolidated statements of loss and comprehensive loss. Shortfalls in collections are applied against this provision. Estimates for allowance for expected credit losses are determined by a customer-by-customer evaluation of collectability at each consolidated statement of financial position reporting date, taking into account the amounts that are past due and any available relevant information on the customers’ liquidity and going concern issues. Normal credit terms for amounts due from customers call for payment within 30 to 60 days.
The Company’s exposure to credit risk for trade receivables by geographic area was as follows:
| December 31, 2022 | December 31, 2021 | |||||||
| United States | 48 | % | 48 | % | ||||
| Australia | 29 | % | 31 | % | ||||
| United Kingdom | 16 | % | 14 | % | ||||
| Rest of world | 7 | % | 7 | % | ||||
| 100 | % | 100 | % | |||||
The Company is subject to risk of non-payment of accounts receivable. The Company mitigates credit risk by assessing the credit worthiness of customers prior to extending credit and monitoring the aging and size of credit extended to customers. All of the Company’s cash is held with major financial institutions and thus the exposure to credit risk is considered low. Management actively monitors the Company’s exposure to credit risk under its financial instruments, including with respect to trade receivables.
The following is a breakdown of trade receivables aging, net of allowance of doubtful accounts:
| December 31, 2022 | December 31, 2021 | |||||||
| 0 to 30 days | $ | 2,723,119 | $ | 2,490,940 | ||||
| 31 to 60 days | 1,034,627 | 973,641 | ||||||
| 61 to 90 days | 816,221 | 623,990 | ||||||
| 91 days and older | 731,761 | 1,505,797 | ||||||
| $ | 5,305,728 | $ | 5,594,368 | |||||
At December 31, 2022, the allowance for doubtful accounts recorded against trade receivables is $399,470 (2021 - $316,202 and 2020 - $123,338). The activity of the allowance for doubtful accounts provision is as follows:
| December 31, 2022 | December 31, 2021 | |||||||
| Beginning of year | $ | 316,202 | $ | 123,338 | ||||
| Add: provision for allowance for doubtful accounts | 100,163 | 283,964 | ||||||
| Less: write-offs | (6,635 | ) | (112,116 | ) | ||||
| Foreign exchange adjustments | (10,260 | ) | 21,016 | |||||
| Expected credit loss – end of year | $ | 399,470 | $ | 316,202 | ||||
45
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company’s interest rate risk is primarily related to the Company’s interest-bearing debts on its consolidated statement of financial position. The Company does not have a material amount of long-term debt with variable interest rates, thereby minimizing the Company’s exposure to cash flow interest rate risk.
Foreign currency risk
Foreign currency risk arises because of fluctuations in exchange rates. The Company conducts a significant portion of its business activities in foreign currencies, primarily the U.S. and Australian dollars and Great Britain pounds with a large portion of the Company’s sales and operating costs being realized in these foreign currencies. The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by transacting, to the greatest extent possible, with third parties in Great Britain pounds, Canadian, U.S., and Australian dollars.
The financial assets and liabilities that are denominated in foreign currencies will be affected by changes in the exchange rate between the United States dollar and these foreign currencies. This primarily includes cash, restricted cash, trade and other receivables, trade and other payables, provisions and obligations under finance lease which were denominated in foreign currencies.
The Company’s Australian subsidiaries have a majority of revenue and expenses being transacted in Australian dollars. As of December 31, 2022, fluctuations of the Australian dollar relative to the United States dollar of 5% would result in an exchange gain or loss on the net financial assets, impacting the Company’s comprehensive income by approximately $6,000 (2021 - $23,000 and 2020 - $58,000).
The Company’s Canadian operations are exposed to exchange rate changes in the U.S. dollar relative to the Canadian dollar since a substantial portion of this business unit’s sales are denominated in U.S. dollars with most of the related expenses in Canadian dollars. A 5% fluctuation of the U.S. dollar would result in an exchange gain or loss on the net financial assets of approximately $53,000 as at December 31, 2022 (2021 - $22,000 and 2020 - $78,000).
The Company’s UK subsidiaries are exposed to exchange rate changes in the Great Britain pound relative to the United States dollar since a portion of this business unit’s sales are denominated in Great Britain pounds with most of the related expenses in United States dollars. A fluctuation of the Great Britain pound of 5% would result in an exchange gain or loss on the net financial assets of approximately $3,000 as at December 31, 2022 (2021 - $30,000 and 2020 - $23,000).
The Company does not currently use foreign exchange contracts to hedge its exposure of its foreign currencies cash flows as management has determined that this risk is not significant at this point in time. The Company recognized a foreign exchange gain from operations of $452,068 for the year ended December 31, 2022 (2021 - foreign exchange loss from operations of $22,130 and 2020 - foreign exchange gain of $132,306).
Capital management
The Company considers its capital structure to consist of shareholders’ equity and long-term debt. The Company’s objective in managing capital is to ensure sufficient liquidity to pursue its organic growth strategy, fund research and development and undertake selective acquisitions, while at the same time taking a conservative approach toward financial leverage and management of financial risk.
46
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
| 23. | Related party transactions |
Key management personnel comprise the Company’s directors and executive officers. In addition to their salaries, key management personnel also participate in the Company’s Legacy Plan and Omnibus Equity Incentive Plan share option program and DSU Plan (note 11). Key management personnel compensation for the year ended December 31, 2022, 2021 and 2020 as follows:
| 2022 | 2021 | 2020 | ||||||||||
| Salaries and short-term employee benefits (i) | $ | 1,258,191 | $ | 1,821,211 | $ | 1,141,349 | ||||||
| Stock-based compensation (ii) | 663,145 | 7,600,415 | 169,969 | |||||||||
| $ | 1,928,836 | $ | 9,421,626 | $ | 1,311,318 | |||||||
| (i) | Short-term employee benefits include bonuses and car allowances. |
| (ii) | 2022 included reversal of stock-based compensation expense for forfeitures of options for cash-settled options. |
| 24. | Subsequent events |
On January 13, 2023, the Company entered a entered into a senior debt facility (the “Loan”) with Beedie Investments Ltd. ("Beedie"), with maximum available funds of $15 million. $12 million of the Loan has been advanced to the Company as an initial advance with an additional $3 million available to the Company to be drawn in subsequent advances in a minimum of $1 million tranches (“Standby Facility”). The amount outstanding under the Loan will bear interest at 12.5% per annum, composed of cash interest of 9.5% per annum, calculated and paid monthly, and paid-in-kind interest charged at a rate of 3.0% per annum, compounded monthly and added to the outstanding principal amount of the Loan. A standby fee will be charged monthly at a rate of 1.5% per annum on the undrawn amount of the Standby Facility. The Company paid a commitment fee of 1.5% of the Loan. The Lender has also been granted a board observer right. The loan is secured by a general security agreement covering all assets of the Company. The outstanding principal balance of the loan is repayable on January 13, 2027.
On initiation of the Beedie Loan on January 13, 2023, 7,968,750 common share purchase warrants were issued to Beedie. Each warrant is convertible into one common share in the capital of the Company at a price per share equal to $0.256 until January 16, 2030. In addition, the Company has agreed to issue additional common share purchase warrants in connection with the subsequent advances, with such number of warrants to be equal to 17% of the amount of such subsequent advance divided by the exercise price of such subsequent warrants. The subsequent warrants are to have an exercise price equal to the 5-day volume weighted average price of the Company’s common shares immediately prior to the earlier of: (i) the announcement of the applicable subsequent advance, and (ii) the funding of the applicable Subsequent Advance. The subsequent warrants will expire seven years from the date of issuance.
Under the Loan, the Company has undertaken to comply with financial covenants regarding a minimum balance of unrestricted cash and cash equivalents, minimum adjusted monthly EBITDA and maximum total secured debt leverage ratio.
On January 13, 2023, the Company utilized the proceeds of the initial advance to fully repay the loan with Crown Capital in the amount of $7,805,497 (note 9).
47
Exhibit 99.2
VIQ Solutions Inc.
2022 Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Expressed in United States dollars)
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
The following Management’s Discussion and Analysis (“MD&A”) comments on the financial condition and results of operations of VIQ Solutions Inc. for the three and year ended December 31, 2022. This MD&A should also be read in conjunction with our annual MD&A and audited financial statements for the years ended December 31, 2022, and 2021, which we prepared in accordance with IFRS and are available on SEDAR at www.sedar.com and filed as an Exhibit to our Annual Report on Form 20-F available on EDGAR at www.sec.gov/edgar.
Certain information included herein is forward-looking and based upon assumptions and anticipated results that are subject to substantial risks and uncertainties. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “Forward-Looking Statements” and “Risk Factors”. The information in this MD&A is provided as of March 30, 2023, unless otherwise indicated.
Unless the context otherwise requires, all references to “VIQ”, “Company”, “VIQ Solutions”, “our”, “us”, and “we” refer to VIQ Solutions Inc. and its subsidiaries.
All amounts herein are presented in United States dollars, unless otherwise indicated.
Forward-Looking Statements
This MD&A contains forward-looking statements about our expected achievements, the recovery of the global economy, the impacts of COVID-19, the timing of disclosure related to key performance indicators, the use of future cash and capital allocation, the remediation of material weaknesses in internal controls, the future adoption of technology, the future success of our business and technology strategies, performance, goals, and other future events. Management’s assessment of future plans and operations, cash flows, methods of financing and the ability to fund financial liabilities and the timing of and impact of adoption of IFRS and other accounting policies may constitute forward-looking statements under applicable securities laws and necessarily involve risks including, without limitation, the risks identified below.
Therefore, the Company’s actual results may differ materially from those expressed in, or implied by, the forward-looking statements. Forward-looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although the Company currently believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because such statements are subject to substantial risks and uncertainties and the Company can give no assurance that such expectations will prove to be correct.
In addition to other factors and assumptions which may be identified in this document and other documents filed by the Company, assumptions have been made regarding, among other things: the expected impact of increasing competition; the general stability of the economic and political environment in which the Company operates, including significant changes in demand from the Company’s clients as a result of the impact of a global economic crisis and capital markets weakness; the risk of potential non-performance by counterparties, including but not limited to, clients and suppliers, during uncertain economic conditions; the Company’s dependence on a limited number of clients; the Company’s dependence on industries affected by rapid technological change; the Company’s ability to successfully manage its operations internationally including in the United Kingdom, Australia and the United States; the challenge of managing its financial exposures to foreign currency fluctuations; the Company’s ability to obtain and retain qualified staff and services in a timely and cost-efficient manner; the Company’s ability to obtain financing on acceptable terms when needed, including anticipated sources of funding of working capital and financial losses which may include securing credit facilities, accessing new equity, corporate acquisitions or business combinations or joint venture arrangements; the ability to secure new contracts on terms acceptable to the Company; the ability to successfully develop new products; the Company’s ability to effectively register, for protection, its new and existing technologies and products in certain jurisdictions; the Company’s ability to protect new and existing products from proprietary infringement by third parties and its ability to effectively enforce such proprietary infringements; taxes in the jurisdictions in which the Company operates, including Canada, the United Kingdom, Australia and the United States; and the Company’s ability to successfully market its products. Readers are cautioned that the foregoing list of factors is not exhaustive.
| Management Discussion & Analysis | Page 1 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
The purpose of the forward-looking statements is to provide the reader with a description of management’s current expectations regarding the Company’s 2023 outlook and may not be appropriate for other purposes. Readers are encouraged to read the section entitled “Risk Factors” in this MD&A and the section entitled “Risk Factors” in the Company’s annual report on Form 20-F filed with the SEC for a broader discussion of the factors that could affect its future performance. Furthermore, the forward-looking statements contained in this document are made as at the date of this document and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
Pro Forma Information
This MD&A also contains pro forma financial information, including with respect to annual recurring revenue (“ARR”) for the years ended December 31, 2022 and 2021. The Company believes the pro forma results presented provide relevant and useful information for investors because they clarify the Company's operating performance, make it easier to compare the Company's results with those of other companies and allow investors to review performance in the same way as the Company's management. Since these measures are not calculated in accordance with IFRS, they should not be considered in isolation of, or as a substitute for, our reported results as indicators of the Company's performance, and they may not be comparable to similarly named measurements from other companies. The Company disclaims any intention or obligation to update or revise any pro forma financial information contained in this MD&A, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the pro forma financial information contained in this MD&A should not be used for purposes other than for which it is disclosed herein.
Trademarks
This MD&A includes trademarks, such as “CapturePro”, “aiAssist”, “NetScribe”, which are protected under applicable intellectual property laws and are the property of VIQ. Solely for convenience, our trademarks referred to in this MD&A may appear without the ® or ™ symbol, but such references are not intended to indicate, in any way, that we will not assert our rights to these trademarks, trade names and services marks to the fullest extent under applicable law. Trademarks which may be used in this MD&A, other than those that belong to VIQ, are the property of their respective owners.
Non-IFRS Measures
The Company prepares its financial statements in accordance with IFRS. Non-IFRS measures are used by management to provide additional insight into our performance and financial condition. We believe non-IFRS measures are an important part of the financial reporting process and are useful in communicating information that complements and supplements the consolidated financial statements.
We use the following non-IFRS financial performance measures in our MD&A:
| • | Adjusted EBITDA |
| • | EBITDA |
| • | Annual Recurring Revenue (“ARR”) |
| • | Bookings |
| • | Average Technology Services Revenue per Day |
| • | Technology Services Cost of Sales without COVID-19 Subsidies per Minute of Audio |
| • | Gross Margin for Technology Services without COVID-19 Subsidies |
| • | Gross Margin for Technology and related revenue |
| Management Discussion & Analysis | Page 2 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
For a detailed description of each of the non-IFRS measures and ratios used in this MD&A and a detailed reconciliation to the most directly comparable measure under IFRS, please refer to the “Key Operating Metrics – Non-IFRS Measures” section of this MD&A. The non-IFRS measures and ratios set out in this MD&A are intended to provide additional information to investors and do not have any standardized meaning under IFRS, and therefore may not be comparable to other issuers, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Overview
VIQ Solutions is a leading provider of capture software and cloud-based transcription workflow automation solutions to assist government agencies and commercial enterprises securely digitize information-intensive voice and video content.
Our technology, which delivers a seamless, proprietary workflow and documentation platform securely captures, transforms, distributes, and manages complex digital voice and video content for over 4,293 active clients in the criminal justice, legal, insurance, media, government, and financial services verticals. We have operations in the United States (U.S.), Canada, Australia, and Europe.
Our scalable technology utilizes Artificial Intelligence (“AI”) designed to ingest significant amounts of evidentiary content to produce accurate, verbatim, diarized transcripts for mission critical events that have lasting financial and social impacts. For the year ended December 31, 2022, our platform processed over 17.4 million minutes of recorded, multi-speaker, multi-channel audio and video and created approximately 9.4 million pages of secure, industry specific evidence documentation creating actionable information for use by our clients.
Our technology solutions are proven to deliver productivity enhancements, which drive down our overall production costs and speed of delivery, leading to meaningful gross margin improvements. Our automated workflow has enabled profitable growth while improving the overall service levels, strengthening our AI learning, and bolstering our competitive advantage.
Revenue
The recurring nature of our revenue base is a key indication of performance. Most of our revenue is tied to major contracts and is expected to remain generally the same or increase in terms of the overall contribution to the Company. Also, these contracts are tied to government entities and multinational Fortune 500 companies that provide little credit risk and accordingly provide a reliable revenue stream.
Our revenue comes from transcription services, software-as-a-service (SaaS), software license fees, support and maintenance and other recurring fees, professional service fees, and hardware sales. Transcription service revenue consists of fees charged for editing documentation services provided to our clients. Technology service revenue consists of fees charged for automated transcription services. Software-as-a-service (SaaS) allows customers to use hosted software over a term without taking possession of the software and is provided on a subscription basis. Software license revenue is comprised of license fees charged for the use of our software products generally licensed under perpetual arrangements and to a lesser extent sale of third-party software licenses. These license sales are larger contracts with longer sales cycles and are more variable in nature. Support and maintenance and other recurring revenue primarily consist of fees charged for client support on our software products post-delivery. Professional service revenue consists of fees charged for customization, implementation, integration, training, and ongoing services associated with our software products and technology services. Hardware revenue includes the resale of third-party hardware that forms part of our client solutions. Occasionally, our clients may purchase a combination of software, maintenance, professional services, and hardware, although the type, mix and quantity vary by client to create a solution for the client’s unique requirements.
| Management Discussion & Analysis | Page 3 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Cost of Sales
Cost of sales consists primarily of staff costs, independent contractors, professional services, the cost of hardware and third-party licenses to fulfill client arrangements.
Selling and Administrative Expenses
Selling and administrative expenses consist of personnel and related costs for our sales and marketing functions, including salaries and benefits, contract acquisition costs including commissions earned by sales personnel, direct marketing campaigns, public relations, and other promotional activities. Selling and administrative expenses also consist primarily of personnel and related costs associated with the administrative functions of our business including corporate, finance, and internal information system support as well as legal, accounting, other professional fees, investor relations, occupancy costs and insurance.
We continue to invest globally in sales, marketing, and business development to continue to diversify across segments, industries and geographies building awareness of global brand to increase our future revenue growth opportunities.
Research and Development Expenses
Research and development expenses include personnel and related costs for ongoing research, development, and product management initiatives.
Business Overview of 2022
Despite macroeconomic headwinds in the transcription industry, which were particularly severe February through August 2022, the Company continued to strengthen its fundamentals and achieve key milestones. The lingering impacts of COVID and subsidies contributed temporarily to lower volumes from several customers, delays in ramping net new bookings and the Great Resignation in the transcription industry that reduced production capacity all made 2022 the most challenging period in the industry globally.
The lingering industry headwinds in the first nine months turned into tailwinds, where trends in ARR, new bookings and gross margin gains continued to provide a solid foundation exiting 2022. Delays in ramping new contracts began to ease and reached scale while the Company returned to normal production capacity in Q4 2022
| · | Year over year Revenue increased by 48% to $45.8M of which 93% is ARR[1]. |
| · | Year over year Net New Bookings[2] increased by 53% to $7.7M. |
| · | Year over year Gross Margin continued to climb as customers implemented cloud solutions to digitize their end-to-end workflow. |
| · | Year over year Net Losses decreased by 56%. |
| · | Year over year Adjusted EBITDA[3] deficit decreased by 31%. |
| · | Year over year reduced headcount by 10% as part of cost reductions related to efficiency gains. |
| · | After extensive delays due to COVID, labor crisis and changes within the customer internal processes, ramp up of Queensland Court Transcription contract commenced in Q4 2022. |
| · | Launched strategic partnership with ORdigiNAL, Nuance’s largest reseller, who leverages an immense, well-positioned dealer network. |
·
| Acquired Carbon media technology platform to speed the creation of indexed, captioned video/audio elements utilizing AI-generated text in a fast, secure, self-serve platform designed to cut production costs and timelines. |
| Management Discussion & Analysis | Page 4 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
| · | Obtained a fourth patent that covers ten unique aspects of the Company’s proprietary aiAssist™ multi-tenant automated workflow and analysis platform. |
| · | In Q4 2022, the Company’s Net Promoter Score reached a high of 92, on a scale of -100 to +100, which represents high customer loyalty and satisfaction levels. |
| · | On January 13, 2023, the Company refinanced legacy debt facility eleven months ahead of maturity with a built-in facility for growth initiatives including M&A. |
Q4 2022 was pivotal to the Company in the maturity and adaptation of the solutions delivered. In all segments and across all geographies, there was an accelerated response to the Company’s technology solutions and a push to utilize the NetScribe™ workflow solution, enhanced by FirstDraft™, over more traditional methods of capturing and delivering documentation.
FirstDraft provides documentation in near real time in a usable form delivering highly accurate content, diarization and formatting. This SaaS solution, along with the incorporation of NetScribe and Carbon to capture and manage audio and video content, has rapidly progressed given the global challenges to manage through financial constraints, particularly in governmental entities, many of which are still rebounding from the impact of COVID-19. This pivot has accelerated the transition from technology license fees that deliver large upfront contract to SaaS based model that drives both higher margin and higher lifetime value of the customer.
In Q4 2022, we completed the long-awaited transition to the new Queensland Courts transcription contract. While the Auscript acquisition provided a baseline process for this contract, the new agreement required the courts adopt new technology that altered the way orders were processed. This change required engagement, both in time and resource, to test, train, implement and adapt to new workflows. The impact of this migration weighed heavy on the production teams, constraining capacity and limiting the onboarding of new agreements that were earmarked to begin in late July and August. This also impacted the on-time delivery of our existing contracts and revenue associated with turn-around time modifications that drove lower revenue and lower revenue per file. As a result, revenue for Q4 2022 was approximately $1,000,000 in comparison to $2,000,000 for Q3 2022 which was earned under the previous Queensland Courts Transcription Contract. The reduction in Technology Services revenue from this contract contributed to a reduction in our Annual Recurring Revenue in comparison to prior year and Technology Services Revenue per Day in comparison to prior quarter.
VIQ adapted to these challenges and began to recognize the revenues associated with net new bookings late in the year. The reduction in the volumes associated with Insurance vertical in the U.S. was caused by adjustments to the post COVID-19 environment. As most of the revenue is tied to property and casualty claims, particularly auto claims, the volume was impacted by the hybrid work environment and improved automobile technologies that reduce the overall incident rates. This has reduced the overall number of statements of record that require full transcription. While this impacted 2022 revenues, this “evolution” has accelerated our FirstDraft adoption as demonstrated through net new bookings in 2022 providing higher margin alternatives to traditional transcription. This reduction in revenue is not tied to any contract losses, conversely, all major agreements have renewed, and new named major contracts have been announced in Q4.
Despite the headwinds in 2022 and a return to normality in Q4 2022, we have seen very favorable market trends in new agreements with major insurance, courts, and legal customers. We have expanded our active trials with courts in the U.S., UK, and AU for our SaaS solutions, helping to resolve the challenges from the post COVID-19 work force and helping to deliver to the courts and parliamentary groups the ability to gain access to draft content in a format that is secure, accurate and in a consumable.
| Management Discussion & Analysis | Page 5 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
In 2022, the expansion of speech-to-text (STT) technologies added additional efficiency and improved the basis of our AI to continue to improve the usability and accuracy of our FirstDraft in all verticals. The strategy to remain engine agnostic enables us to take advantage of improved available technologies and is delivering gross margin improvements. Considering the impact of exchange rates and COVID-19 subsidies, we were still able to improve overall gross margin in 2022 and expect this to further expand in 2023 as we complete the UK and Australia migrations onto NetScribe in 2023.
Key Operating Highlights during the three months and year ended December 31, 2022
| · | Total revenue for the three months ended December 31, 2022, was $10,181,580, an increase of $2,667,159 or 35% from $7,514,421 recognized in the comparative period in 2021. Total revenue for the year ended December 31, 2022, was $45,843,929, an increase of $14,797,117 or 48% from $31,046,812 recognized in the comparative period in 2021. |
| · | Gross margin for the three months ended December 31, 2022, was $4,765,267 representing 46.8% of revenue versus 43.7% of revenue in the comparative period in 2021. Gross margin for the year ended December 31, 2022, was $21,925,703 representing 47.8% of revenue versus 48.1% of revenue in the comparative period in 2021. Excluding COVID-19 wage subsidies, Gross Margin for the year ended December 31, 2022, would be 47.5% vs. 45.9% in the comparative period in 2021. |
| · | Net loss for the three months ended December 31, 2022, was $2,168,022 a decrease of $1,485,771 or 41% from a net loss of $3,653,793 recognized in the comparative period in 2021. Net loss for the year ended December 31, 2022, was $8,706,015, a decrease of $10,972,734 or 56% from a net loss of $19,678,749 recognized in the comparative period in 2021. |
| · | Adjusted EBITDA[3], for the three months ended December 31, 2022, was a deficit of $1,196,294, a decrease of $642,163, from an Adjusted EBITDA deficit of $1,838,458 recognized in the comparative period in 2021. The improvement in Adjusted EBITDA was primarily due to increased gross profit resulting from increased revenue versus comparative period 2021 which included a full quarter of Auscript results in comparison to only 18 days in Q4 2021. Also, the improved Adjusted EBITDA is due to lower research and development expenses primarily due to lower project costs, lower D&O insurance, and audit fees than comparative period 2021. The improvement in Adjusted EBITDA deficit is partially offset by increased in selling and administrative expenses related to the Auscript acquisition. |
| · | Adjusted EBITDA[3], for the year ended December 31, 2022, was a deficit of $3,414,786, a decrease of $1,541,507, from an Adjusted EBITDA deficit of $4,956,293 recognized in the comparative period in 2021. The improvement in Adjusted EBITDA for the year ended December 31, 2022, was primarily due to increased gross profit resulting from increased revenue versus comparative period 2021. Also, comparative period 2021 includes approximately $3.0M in one-time professional services fees related to Nasdaq listing and D&O insurance, SEC registration, and M&A activity. The decrease in Adjusted EBITDA deficit was partially offset by higher selling and administrative expenses related to Q4 2021 acquisitions and incremental increase in cloud services expenses related to supporting the expansion of our infrastructure. In addition, the year ended December 31, 2022, included $224,812 reduction in expenses related to COVID-19 wage subsidies versus $1,661,812 recorded in the comparative period in 2021. |
[1] Annual Recurring Revenue is a non-IFRS measure. Please refer to the section entitled “Non-IFRS Measures.”
[2] Bookings is a non-IFRS measure. Please refer to the section entitled “Non-IFRS Measures.”
[3] Adjusted EBITDA is earnings before stock-based compensation, depreciation, amortization, interest expense, accretion and other financing costs, loss on extinguishment of debt, gain on revaluation of options, RSUs, and derivative warrant liability, restructuring costs, impairment of PPE, business acquisition costs, other income, foreign exchange (gain) loss, and current and deferred income tax expense (recovery), is a non-IFRS measure. Please refer to the section entitled “Non-IFRS Measures.”
| Management Discussion & Analysis | Page 6 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Results of Operations
Key financial performance indicators that we use to manage our business and evaluate our financial results and operating performance include revenue, expenses, net income (loss) and Adjusted EBITDA. We evaluate our performance on these metrics by comparing our actual results to management budgets, forecasts, and prior period performance.
The following table sets forth a summary of our results of operations for the three months and year ended December 31, 2022, and 2021:
Unaudited
| Three
months ended December 31 | Period
over Period Change | Year
ended December 31 | Period
over Period Change | |||||||||||||||||||||||||||||
| 2022 | 2021 | $ | % | 2022 | 2021 | $ | % | |||||||||||||||||||||||||
| Revenue | 10,181,580 | 7,514,421 | 2,667,159 | 35 | 45,843,929 | 31,046,812 | 14,797,117 | 48 | ||||||||||||||||||||||||
| Cost of sales | 5,416,313 | 4,232,474 | 1,183,839 | 28 | 23,918,226 | 16,123,853 | 7,794,373 | 48 | ||||||||||||||||||||||||
| Gross profit | 4,765,267 | 3,281,947 | 1,483,320 | 45 | 21,925,703 | 14,922,959 | 7,002,744 | 47 | ||||||||||||||||||||||||
| 46.8 | % | 43.7 | % | 47.8 | % | 48.1 | % | |||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||||||
| Selling and administrative expenses | 5,897,545 | 5,111,108 | 786,437 | 15 | 24,526,303 | 19,119,713 | 5,406,590 | 28 | ||||||||||||||||||||||||
| Research and development expenses | 91,824 | 274,889 | (183,065 | ) | (67 | ) | 734,115 | 1,092,108 | (357,993 | ) | (33 | ) | ||||||||||||||||||||
| Loss (Gain) on contingent consideration | (27,808 | ) | (265,592 | ) | 237,784 | (90 | ) | 80,071 | (332,569 | ) | 412,640 | (124 | ) | |||||||||||||||||||
| Stock-based compensation | 605,343 | 862,283 | (256,940 | ) | (30 | ) | 2,779,312 | 8,495,189 | (5,715,877 | ) | (67 | ) | ||||||||||||||||||||
| Depreciation | 146,766 | 67,707 | 79,059 | 117 | 579,249 | 257,099 | 322,150 | 125 | ||||||||||||||||||||||||
| Amortization | 2,289,819 | 1,102,465 | 1,187,354 | 108 | 5,508,954 | 4,384,502 | 1,124,452 | 26 | ||||||||||||||||||||||||
| Interest expense | 236,885 | 334,489 | (97,604 | ) | (29 | ) | 1,052,618 | 1,331,100 | (278,482 | ) | (21 | ) | ||||||||||||||||||||
| Accretion and other financing costs | 475,598 | 211,136 | 264,462 | 125 | 1,231,194 | 967,106 | 264,088 | 27 | ||||||||||||||||||||||||
| Loss on extinguishment of debt | - | - | - | 100 | 747,865 | - | 747,865 | 100 | ||||||||||||||||||||||||
| Gain on revaluation of options | (447,737 | ) | (526,081 | ) | 78,344 | (15 | ) | (1,511,399 | ) | (1,028,055 | ) | (483,344 | ) | 47 | ||||||||||||||||||
| Gain on revaluation of RSUs | (104,578 | ) | (123,583 | ) | 19,005 | (15 | ) | (550,260 | ) | (242,595 | ) | (307,665 | ) | 127 | ||||||||||||||||||
| Gain on revaluation of the derivative warrant liability | (730,491 | ) | (604,681 | ) | (125,810 | ) | 21 | (4,255,017 | ) | (1,368,180 | ) | (2,886,837 | ) | 211 | ||||||||||||||||||
| Restructuring Costs | 19,385 | 37,378 | (17,992 | ) | (48 | ) | 323,075 | 432,702 | (109,627 | ) | (25 | ) | ||||||||||||||||||||
| Impairment of PPE | 15,246 | - | 15,246 | 100 | 15,246 | - | 15,246 | 100 | ||||||||||||||||||||||||
| Business acquisition costs | 14,516 | 356,410 | (341,895 | ) | (96 | ) | 433,372 | 539,734 | (106,362 | ) | (20 | ) | ||||||||||||||||||||
| Other income | (392 | ) | (1,483 | ) | 1,091 | (74 | ) | (1,291 | ) | (12,003 | ) | 10,712 | (89 | ) | ||||||||||||||||||
| Foreign exchange (gain) loss | (1,049,277 | ) | 99,382 | (1,148,659 | ) | 1,156 | (452,068 | ) | 22,130 | (474,198 | ) | (2,143 | ) | |||||||||||||||||||
| Loss before income taxes | (2,667,377 | ) | (3,653,880 | ) | 986,503 | 27 | (9,315,636 | ) | (18,735,022 | ) | 9,419,386 | 50 | ||||||||||||||||||||
| Current income tax recovery (expense) | 180,071 | (40,329 | ) | 220,400 | (547 | ) | 105,256 | 875 | 104,381 | 11,929 | ||||||||||||||||||||||
| Deferred income tax recovery (expense) | 319,284 | 40,416 | 278,868 | 690 | 504,365 | (944,602 | ) | 1,448,967 | (153 | ) | ||||||||||||||||||||||
| Income tax recovery (expense) | 499,355 | 87 | 499,268 | (573,871 | ) | 609,621 | (943,727 | ) | 1,553,348 | 165 | ||||||||||||||||||||||
| Net Loss | (2,168,022 | ) | (3,653,793 | ) | 1,485,771 | 41 | (8,706,015 | ) | (19,678,749 | ) | 10,972,734 | 56 | ||||||||||||||||||||
| Adjusted EBITDA (3) | (1,196,294 | ) | (1,838,458 | ) | 642,163 | 35 | (3,414,786 | ) | (4,956,293 | ) | 1,541,507 | 31 | ||||||||||||||||||||
| Weighted average number of common shares outstanding | ||||||||||||||||||||||||||||||||
| Basic | 34,003,334 | 29,880,185 | 31,648,001 | 26,448,594 | ||||||||||||||||||||||||||||
| Diluted | 34,003,334 | 29,880,185 | 31,648,001 | 26,448,594 | ||||||||||||||||||||||||||||
| Net income (loss) per share | ||||||||||||||||||||||||||||||||
| Basic | (0.06 | ) | (0.12 | ) | (0.28 | ) | (0.74 | ) | ||||||||||||||||||||||||
| Diluted | (0.06 | ) | (0.12 | ) | (0.28 | ) | (0.74 | ) | ||||||||||||||||||||||||
3Adjusted EBITDA is earnings before stock-based compensation, depreciation, amortization, interest expense, accretion and other financing costs, loss on extinguishment of debt, gain on revaluation of options, RSUs, and derivative warrant liability, restructuring costs, impairment of PPE, business acquisition costs, other income, foreign exchange (gain) loss, and current and deferred income tax expense (recovery), is a non-IFRS measure. Please refer to the section entitled “Non-IFRS Measures.”
| Management Discussion & Analysis | Page 7 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Comparison of the three months and year ended December 31, 2022, and 2021
Revenue
Total revenue for the three months ended December 31, 2022, was $10,181,580, an increase of $2,667,159, or 35%, from $7,514,421 recognized in the comparative period in 2021. The increase in revenue for the three months ended December 31, 2022 was primarily due to revenue generated from Q4 2021 acquisitions. Our revenue was impacted negatively by approximately $0.3M due to the weakening Australia and UK currencies in comparison to the USD.
Total revenue for the year ended December 31, 2022, was $45,843,929 an increase of $14,797,117, or 48%, from $31,046,812 recognized in the comparative period in 2021. The increase in revenue for the year ended December 31, 2022, was primarily due to revenue generated from Q4 2021 acquisitions which were partially offset by lower organic technology service revenue generated from Insurance, Criminal Justice, and lower technology sales versus the comparative period 2021.
The foreign exchange impact for the year ended December 31, 2022 resulted in a reduction in revenue of $0.9M.
Cost of Sales
Cost of Sales for the three months ended December 31, 2022, increased by $1,183,839, or 28%, to $5,416,313, from $4,232,474 for the comparative period in 2021. Cost of Sales for the year ended December 31, 2022, increased by $7,794,373, or 48%, to $23,918,226 from $16,123,853 for the comparative period in 2021.
The increase in Cost of Sales for the three months and year ended December 31, 2022, is primarily due to Cost of Sales related to Q421 acquisitions which were partially offset by productivity gains achieved through NetScribe, powered by aiAssist, and our global workforce. Our Cost of Sales for the three months and year ended December 31, 2022 was impacted positively by approximately $0.2M and $0.6M respectively due to weakening Australia and UK currencies in comparison to the USD.
We continued to utilize our global labor force which provides scale and real-time capacity, lower costs and 24-hour production. This stimulated gross margin improvements that began in Q4 2021.
During the year ended December 31, 2022, the Company received and recorded in cost of sales $129,247 of COVID-19 wage subsidies vs. $673,281 in the comparative period in 2021.
Gross Profit
Gross Profit for the three months ended December 31, 2022, increased by $1,483,320 or 45%, to $4,765,267, from $3,281,947, for the comparative period in 2021. Gross Profit Margin for the three months ended December 31, 2022 represented 46.8% of revenue versus 43.7% of revenue in the comparative period in 2021. The increase in Gross Profit for the three months ended December 31, 2022, is primarily due to Q4 2021 acquisitions, higher technology sales than comparative period 2021 and productivity gains achieved through NetScribe, powered by aiAssist, and our continued expanded use of our global workforce. Our Gross Profit for the three months ended December 31, 2022 was impacted negatively by approximately $0.1M due to the weakening Australia and UK currencies in comparison to the USD.
Gross Profit for the year ended December 31, 2022, increased by $7,002,744, or 47%, to $21,925,703, from $14,922,959, for the comparative period in 2021. The increase in Gross Profit for the year ended December 31, 2022, is primarily due to Q4 2021 acquisitions and productivity gains, partially offset by lower technology revenue vs. the comparative period in 2021. In addition, the comparative period in 2021 includes $673,281 in COVID-19 wage subsidies vs. $129,247 in the year ended December 31, 2022. Excluding COVID-19 wage subsidies, Gross Profit Margin for the year ended December 31, 2022, would be 47.5% vs. 45.9% in the comparative period in 2021 which has increased due to productivity gains achieved through NetScribe, powered by aiAssist, and lower labour costs due to continued expanded use of our global workforce. Our Gross Profit for the year ended December 31, 2022 was impacted negatively by approximately $0.3M due to the weakening Australia and UK currencies in comparison to the USD.
| Management Discussion & Analysis | Page 8 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Selling and Administrative Expenses
Selling and Administrative Expenses for the three months ended December 31, 2022, increased by $786,437, or 15%, to $5,897,545, from $5,111,108, for the comparative period in 2021. The increase for the three months ended December 31, 2022, is primarily due to selling and administrative expenses for Q4 2021 acquisitions, partially offset by lower D&O insurance and audit fees.
Selling and Administrative Expenses for the year ended December 31, 2022, increased by $5,406,590, or 28%, to $24,526,303, from $19,119,713, for the comparative period in 2021. The increase for the year ended December 31, 2022, includes Selling and Administrative Expenses related to Q4 2021 acquisitions, and incremental costs associated with cloud services of approximately $800,000 to support expansion of our infrastructure. The increase in selling and administrative expenses was partially offset by approximately $3,000,000 in one-time professional service fees reported in comparative period 2021 relating to capital raise, Nasdaq listing fees and M&A activity. In addition, the year ended December 31, 2022, included $95,565 recorded in selling and administrative expenses for COVID-19 wage subsidies versus $988,531 in the comparative period in 2021.
Research and Development Expenses
Research and Development Expenses for the three months ended December 31, 2022, decreased by $183,065, or 67%, to $91,824, from $274,889, for the comparative period in 2021. The decrease in Research and Development Expenses for the three months ended December 31, 2022, is primarily due to lower project costs than the comparative period in 2021.
Research and Development Expenses for the year ended December 31, 2022, decreased by $357,993, or 33%, to $734,115, from $1,092,108, for the comparative period in 2021. The decrease in Research and Development Expenses for the year ended December 31, 2022, is primarily due to lower project costs than the comparative period in 2021.
Loss (Gain) on Contingent Consideration
For the three months ended December 31, 2022, Contingent Consideration changed by $237,784, from a gain of $265,592 recognized in the comparative period in 2021 to a gain of $27,808. For the year ended December 31, 2022, Contingent Consideration changed by $412,640, from a gain of $332,569, recognized in the comparative period in 2021 to a loss of $80,071. The change for the three and year ended December 31, 2022, is mainly due to changes in anticipated acquisition earnout payments primarily as a result of revised forecasted revenue for the wordZXpressed, Inc. (“WordZ”) acquisition. In addition, the prior year gain on contingent consideration related to the earnout of the ASC acquisition which was settled in Q4 2021. Revenue forecasts are updated on a quarterly basis and the related anticipated acquisition earnout payment accruals are updated accordingly.
Stock-Based Compensation
For the three months ended December 31, 2022, Stock Based Compensation decreased by $256,940 to $605,343 from $862,283, recognized in the same period of 2021. The decrease in Stock Based Compensation is due to the impact of 250,000 options, and 125,000 RSUs granted during the three months ended December 31, 2022 compared to 319,374 stock options and 424,489 RSUs granted for the three months ended December 31, 2021. In addition, the 2022 RSUs and stock options were recorded at lower fair value due to lower share price at time of grant.
For the year ended December 31, 2022, Stock Based Compensation decreased by $5,715,877 to $2,779,312 from $8,495,189, recognized in the same period of 2021. The decrease in Stock Based Compensation is due to the impact of 805,947 options, 803,463 RSUs and 195,000 PSUs granted during the year ended December 31, 2022 compared to 1,115,086 stock options and 1,023,378 RSUs granted for the year ended December 31, 2021. In addition, the 2022 RSUs, PSUs and stock options were recorded at lower fair value due to lower share price.
| Management Discussion & Analysis | Page 9 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Depreciation
For the three months ended December 31, 2022, Depreciation increased by $79,059, to $146,766 from $67,707 recognized in the comparative period in 2021. For the year ended December 31, 2022, depreciation increased by $322,150, to $579,249, from $257,099 recognized in the comparative period in 2021. The increase in depreciation for the three months and year ended December 31, 2022, is due primarily to the addition of right of use assets acquired with Q4 2021 acquisitions and capital assets purchased during the period.
Amortization
For the three months ended December 31, 2022, Amortization increased by $1,187,354, to $2,289,819, from $1,102,465 recognized in the comparative period in 2021. For the year ended December 31, 2022, Amortization increased by $1,124,452, to $5,508,954, from $4,384,502 recognized in the comparative period in 2021. The increase in amortization for the three months and year ended December 31, 2022, is mainly attributable to the amortization of intangible assets related to Q4 2021 acquisitions and accelerated amortization recorded on VIQ legacy brands. The increase in amortization is partially offset by the reduction in amortization of capitalized internally generated intangible assets due to the timing of projects partially offset by amortization of intangible assets related to Q4 2021 acquisitions.
Interest Expense
For the three months ended December 31, 2022, Interest Expense decreased by $94,604, to $236,885, from $334,489 recognized in the comparative period in 2021. For the year ended December 31, 2022, Interest Expense decreased by $278,482, to $1,052,618, from $1,331,100 recognized in the comparative period in 2021. The decrease in Interest Expense for the three months and year ended December 31, 2022, is primarily due to $4,005,768 principal repayment on long term debt, which occurred in Q1 2022.
Accretion and Other Financing Costs
For the three months ended December 31, 2022, Accretion and Other Financing Costs increased by $264,462, to $475,598, from $211,136 recognized in the comparative period in 2021. For the year ended December 31, 2022, Accretion and Other Financing Costs increased by $264,088 to $1,231,194 from $967,106 recognized in the comparative period in 2021. The increase in Accretion and Other Financing Costs for the three months and year ended December 31, 2022 is primarily due to incremental amendment fees incurred on debt financing partially offset by extinguishment of debt.
Loss on Extinguishment of Debt
On July 14, 2022, the Company amended the terms of the debt agreement with Crown Capital Partner Funding, LP (the “Crown Debt Facility”). The amendment resulted in the terms of the Crown Debt Facility being substantially modified, as such the transaction is accounted for as an extinguishment of the old debt. The Company recognized a loss on extinguishment of debt of $747,865 for the year ended December 31,2022 and the new debt was recognized at a fair value of $7,706,896.
Gain on Revaluation of Options
For the three months ended December 31, 2022, Gain on Revaluation of Options decreased by $78,344, to $447,737, from $526,081 recognized in the comparative period in 2021. The decrease is due to the forfeiture of options that were cash-settled options which resulted in no gain on revaluation of options being required for the current quarter.
| Management Discussion & Analysis | Page 10 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
For the year ended December 31, 2022, Gain on Revaluation of Options increased by $483,344, to $1,511,399, from $1,028,055 recognized in the comparative period in 2021. This increase is due to the revaluation of cash-settled options recorded under share-based payment liability, due to the decrease in stock price from the date of initial measurement compared to the re-measurement and the forfeiture of these options.
Gain on Revaluation of RSUs
For the three months ended December 31, 2022, Gain on Revaluation of RSUs decreased by $19,005 to $104,578, from $123,583 recognized in the comparative period in 2021. This increase is due to the revaluation of RSUs recorded under share-based payment liability which the share price declined during the three months ended December 31, 2022 was less than the comparative period.
For the year ended December 31, 2022, Gain on Revaluation of RSUs increased by $307,665, to $550,260, from $242,595 recognized in the comparative period in 2021. This decrease is due to the revaluation of RSUs recorded under share-based payment liability and due to the larger decrease in share price compared to the comparative year.
Gain on Revaluation of Derivative Warrant Liability
For the three months ended December 31, 2022, Gain on Revaluation of Derivative Warrant Liability increased by $125,810, to $730,491, from $604,681 recognized in the comparative period in 2021. For the year ended December 31, 2022, Gain on Revaluation of Derivative Warrant Liability increased by $2,886,837, to $4,255,017, from $1,368,180 recognized in the comparative period in 2021. The Gain on Revaluation of Derivative Warrant Liability for the three months and year ended December 31, 2022 is due to a decrease in share price on an increased number of warrants which results in a gain recognized.
Restructuring Costs
For the three months ended December 31, 2022, Restructuring Costs decreased by $17,992, to $19,385, from $37,378 recognized in the comparative period in 2021. For the year ended December 31, 2022, Restructuring Costs decreased by $109,627, to $323,075, from $432,702 recognized in the comparative period in 2021. The decrease in Restructuring Costs for the three months and year ended December 31, 2022 is due to lower organizational restructuring costs.
Impairment of PPE
For the three months and year ended December 31, 2022, impairment of PPE increased by $15,246, recognized due to write-off of capitalized software that is no longer in use.
Business Acquisition Costs
For the three months ended December 31, 2022, Business Acquisition costs decreased by $341,895, to $14,516, from $356,410 recognized in the comparative period in 2021. For the year ended December 31, 2022, Business Acquisition costs decreased by $106,362, to $433,372, from $539,734 recognized in the comparative period in 2021. The decrease in Business Acquisition Costs for the three months and year ended December 31, 2022, is primarily due lower business acquisition costs incurred than comparative period 2021.
Other Income
For the three months ended December 31, 2022, Other Income decreased by $1,091, to $392, from $1,483 recognized in the comparative period in 2021. For the year ended December 31, 2022, Other Income decreased by $10,712, to $1,291, from $12,003 recognized in the comparative period in 2021. The decrease in Other Income for the three months and year ended December 31, 2022, is due to lower interest earned on term deposits.
| Management Discussion & Analysis | Page 11 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Foreign Exchange (Gain) Loss
For the three months ended December 31, 2022, Foreign Exchange increased by $1,148,659 from a loss of $99,382 recognized in the comparative period in 2021 to a gain of $1,049,277. For the year ended December 31, 2022, Foreign Exchange Gain increased by $474,198, from a loss of $22,130 recognized in the comparative period in 2021 to a gain of $452,068. The gain/loss on foreign exchange is due to fluctuations in the foreign exchange rates. Our businesses are organized geographically so many of our expenses are incurred in the same currency as our revenues, which mitigates some of our exposure to currency fluctuations. Foreign exchange gain and losses are primarily related to the unrealized foreign translation gains and losses of certain USD, AUD and GBP denominated working capital balances to CAD and USD denominated working capital balances to AUD.
Income Tax Recovery (Expense)
We operate globally and we calculate our tax provision in each of the jurisdictions in which we conduct business. Our effective tax rate on a consolidated basis is, therefore, affected by the realization and anticipated relative profitability of our operations in those various jurisdictions, as well as different tax rates that apply and our ability to utilize tax losses and other credits. For the three months ended December 31, 2022, Income tax recovery, increased by $573,871 to a tax recovery of $499,355, from a tax recovery of $87 in the comparative period in 2021. For the year ended December 31, 2022, Income tax recovery, increased by $1,553,348 to a tax recovery of $609,621, from a tax expense of $943,727 in the comparative period in 2021. The increase for the three months ended December 31, 2022 is mainly due to set up of deferred tax assets for tax losses for Australian subsidiaries The increase for the year ended December 31, 2022, is primarily due to the recording of a valuation allowance on deferred tax asset recorded for our U.S. entities in 2021 based on forecasted profitability and taxable profit recognized for our Australian subsidiaries.
Net Loss and Earnings Per Share
Net loss for the three months ended December 31, 2022, was $2,168,022 compared to net loss of $3,653,793, for the same period in 2021. On a per weighted average share basis, this translated into a net loss per share of $0.06 in the three months ended December 31, 2022, compared to a net loss per weighted average share of $0.12 for the comparative period in 2021. Net loss for the year ended December 31, 2022, was $8,706,015 compared to a net loss of $19,678,749, for the same period in 2021. On a per weighted average share basis, this translated into a net loss per share of $0.28 in the year ended December 31, 2022, compared to a net loss per weighted average share of $0.74 for the comparative period in 2021.
| Management Discussion & Analysis | Page 12 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Quarterly Results of Operations
The following table sets out selected financial information for each of the eight most recent quarters, the latest of which ended December 31, 2022. Our quarterly operating results have historically fluctuated significantly and may continue to fluctuate significantly in the future. Therefore, we believe that past operating results and period to period comparisons should not be relied upon as an indication of the Company’s future performance.
| (unaudited) | ||||||||||||||||||||||||||||||||
| Dec-22 | Sep-22 | Jun-22 | Mar-22 | Dec-21 | Sep-21 | Jun-21 | Mar-21 | |||||||||||||||||||||||||
| Revenue | 10,181,580 | 11,785,713 | 12,351,655 | 11,524,981 | 7,514,421 | 7,086,357 | 8,191,812 | 8,254,222 | ||||||||||||||||||||||||
| Net income (loss) | (2,168,022 | ) | (1,329,940 | ) | (3,198,138 | ) | (2,009,916 | ) | (3,653,793 | ) | (3,859,505 | ) | (10,498,662 | ) | (1,666,789 | ) | ||||||||||||||||
| Weighted average number of shares outstanding: | ||||||||||||||||||||||||||||||||
| Basic | 34,003,334 | 32,749,800 | 28,653,056 | 29,881,717 | 29,880,185 | 26,359,517 | 25,029,019 | 24,467,151 | ||||||||||||||||||||||||
| Diluted | 34,003,334 | 32,749,800 | 28,653,056 | 29,881,717 | 29,880,185 | 26,359,517 | 25,029,019 | 24,467,151 | ||||||||||||||||||||||||
| Net income (loss) per share: | ||||||||||||||||||||||||||||||||
| Basic | (0.06 | ) | (0.04 | ) | (0.11 | ) | (0.07 | ) | (0.12 | ) | (0.15 | ) | (0.42 | ) | (0.07 | ) | ||||||||||||||||
| Diluted | (0.06 | ) | (0.04 | ) | (0.11 | ) | (0.07 | ) | (0.12 | ) | (0.15 | ) | (0.42 | ) | (0.07 | ) | ||||||||||||||||
Key factors that account for the fluctuation in quarterly results include the variability in the Company’s revenue due to timing of acquisitions and seasonality of revenue. Seasonality impacts the transcription services industry in some cases by summer holiday seasons, such as court closings in January in Australia, and the Thanksgiving and December holidays in the U.S., Canada, and the UK. It also has a slight impact in the U.S. summer period. Our quarterly results may also fluctuate as a result of the various acquisitions which may be completed by the Company in any given quarter. We may experience variations in our net income/(loss) on a quarterly basis depending upon the timing of certain expenses or gains, which may include changes in provisions and acquired contract liabilities.
Key Operating Metrics – Non-IFRS Measures
ARR
Metric: The ARR has decreased to $42.7M from $48.6M reported in the previous year. The decrease in ARR is primarily due to anticipated changes in volume to Criminal Justice vertical and the shift of the Queensland contract, which was fully migrated to the new contract as of Oct 10, 2022. In addition, the ARR was impacted by capacity constraints in quality assurance, as we expand our global capacity and retrain resources. Also, ARR impacted by reduction in demand in Insurance and Criminal Justice verticals and the weakening Australian dollar.
Measure Definition ARR: is the annualized equivalent value of the (i) software support maintenance, (ii) software subscription (iii) SaaS and (iv) technology services revenue of all existing contracts as of the date being measured. This excludes non-recurring revenue from implementation, support, and maintenance fees. The majority of our editing services contracts are volume based. Accordingly, our calculation of ARR assumes that the clients will renew the contractual commitments on a periodic basis as those commitments come up for renewal. A portion of the contract renewals are through a competitive tender process. Contracts may be subject to contract value increases upon renewal reflecting both inflationary increases and the additional value and added products and services provided by our solutions. ARR is not adjusted for the impact of any projected future client cancellations, loss of renewals, service upgrades or downgrades or price increases or decreases.
| Management Discussion & Analysis | Page 13 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate its operating performance. We believe ARR is useful supplemental information as it provides a measure of our revenue trend and an indicator of our future revenue opportunity from existing recurring client contracts. Accordingly, we believe that this measure may also be useful to investors in enhancing their understanding of the Company’s operating performance.
This measure provides a fair real-time measure of the performance in a volume and subscription-based environment. ARR provides us with the visibility for consistent and predicable growth to our cash flows. Our total revenue, ARR and bookings allow us to look at the strength of the expansion of our business on a go forward basis.
At December 31, 2022 – Reconciliation of 2022 Technology Services, Support and Maintenance, SaaS, and Subscription revenues to ARR
| 2022 | ||||
| Technology Services | 41,812,479 | |||
| Support & Maintenance | 1,872,620 | |||
| SaaS | 89,692 | |||
| Subscription | 493,845 | |||
| Add: Client Adjustments | (1,532,468 | ) | ||
| Total Annual Recurring Revenue | $ | 42,736,168 | ||
At December 31, 2021 – Reconciliation of 2021 Technology Services, Support and Maintenance, SaaS, and Subscription revenues to ARR
| 2021 | ||||
| Technology Services | 26,676,738 | |||
| Support & Maintenance | 1,772,203 | |||
| SaaS | 65,187 | |||
| Subscription | 189,359 | |||
| Add: The Transcription Agency Revenue Jan 1 – Oct 1, 2021 | 1,083,415 | |||
| Add: Auscript Revenue Jan 1 – Dec 13, 2021 | 10,163,719 | |||
| Add: Client Adjustments | 8,684,589 | |||
| Total Annual Recurring Revenue | $ | 48,635,210 | ||
Adjusted EBITDA
Measure Definition:
To evaluate the Company’s operating performance as a complement to results provided in accordance with IFRS, the term “Adjusted EBITDA”, as defined by management, refers to net income (loss) before stock-based compensation, depreciation, amortization, interest expense, accretion and other financing costs, loss on extinguishment debt, gain on revaluation of options, gain on revaluation of RSUs, gain on revaluation of derivative warrant liability, restructuring costs, impairment of PPE, business acquisition costs, other expense (income), foreign exchange (gain) loss, current and deferred income tax expense (recovery). We believe that the items excluded from Adjusted EBITDA are not connected to and do not represent the recurring operating performance of the Company. “EBITDA” is a non-IFRS financial measure and is not a standardized financial measure under the financial reporting framework used to prepare the financial statements of the Company and accordingly might not be comparable to similar financial measures disclosed by other issuers. To evaluate the Company’s operating performance as a complement to results provided in accordance with IFRS, the term “EBITDA”, as defined by management, refers to earnings before depreciation, amortization, interest expense, current and deferred income tax expense (recovery).
| Management Discussion & Analysis | Page 14 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
The Corporation believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate its operating performance. We believe that Adjusted EBITDA is useful supplemental information as it provides an indication of the results generated by the Company’s main business activities prior to taking into consideration how those activities are financed and taxed as well as expenses related to stock-based compensation, depreciation, amortization, restructuring costs, acquisition, other expense (income), and foreign exchange (gain) loss. Accordingly, we believe that this measure may also be useful to investors in enhancing their understanding of the Company’s operating performance.
The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Investors are cautioned that Adjusted EBITDA should not be construed as an alternative to net income (loss) as determined in accordance with IFRS. These non-IFRS measures should be read in conjunction with the financial statements of the Company. The following is a reconciliation of Net Loss the most directly comparable IFRS measure to Adjusted EBITDA, for the three months and year ended December 31, 2022, and 2021:
| Three months ended December 31 | Year ended December 31 | |||||||||||||||
| (Unaudited) | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Net Loss | (2,168,022 | ) | (3,653,793 | ) | (8,706,015 | ) | (19,678,749 | ) | ||||||||
| Add: | ||||||||||||||||
| Depreciation | 146,766 | 67,707 | 579,249 | 257,099 | ||||||||||||
| Amortization | 2,289,819 | 1,102,465 | 5,508,954 | 4,384,502 | ||||||||||||
| Interest expense | 236,885 | 334,489 | 1,052,618 | 1,331,100 | ||||||||||||
| Current income tax (recovery) expense | (180,071 | ) | 40,329 | (105,256 | ) | (875 | ) | |||||||||
| Deferred income tax (recovery) expense | (319,284 | ) | (40,416 | ) | (504,365 | ) | 944,602 | |||||||||
| EBITDA | 6,093 | (2,149,219 | ) | (2,174,815 | ) | (12,762,321 | ) | |||||||||
| Accretion and other financing costs | 475,598 | 211,136 | 1,231,194 | 967,106 | ||||||||||||
| Loss on repayment of long-term debt | - | - | 747,865 | - | ||||||||||||
| Gain on revaluation of options | (447,737 | ) | (526,081 | ) | (1,511,399 | ) | (1,028,055 | ) | ||||||||
| Gain on revaluation of RSUs | (104,578 | ) | (123,583 | ) | (550,260 | ) | (242,595 | ) | ||||||||
| Gain on revaluation of the derivative warrant liability | (730,491 | ) | (604,681 | ) | (4,255,017 | ) | (1,368,180 | ) | ||||||||
| Impairment of PPE | 15,246 | - | 15,246 | - | ||||||||||||
| Restructuring Costs | 19,385 | 37,378 | 323,075 | 432,702 | ||||||||||||
| Business acquisition financing costs | 14,516 | 356,410 | 433,372 | 539,734 | ||||||||||||
| Other expense (income) | (392 | ) | (1,483 | ) | (1,291 | ) | (12,003 | ) | ||||||||
| Stock-based compensation | 605,343 | 862,283 | 2,779,312 | 8,495,189 | ||||||||||||
| Foreign exchange (gain) loss | (1,049,277 | ) | 99,382 | (452,068 | ) | 22,130 | ||||||||||
| Adjusted EBITDA | (1,196,294 | ) | (1,838,458 | ) | (3,414,786 | ) | (4,956,293 | ) | ||||||||
Bookings
Measure Definition: We calculate “Bookings” for a given period as the estimated contract value (for services tied to volume) of our recurring client contracts entered into during the period from (i) new clients and (ii) net upgrades by existing clients within the same workload, plus the actual (not annualized) estimated value of professional services consulting, advisory or project-based orders received, software licenses, subscriptions, SaaS, and hardware during the period.
Recurring client contracts are any contracts entered into on a multi-year or month-to-month basis, but excluding any professional services contracts for consulting, advisory or project-based work, software license and hardware.
| Management Discussion & Analysis | Page 15 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
We use Bookings to measure the amount of new business generated in a period, which we believe is an important indicator of new client acquisition and our ability to cross-sell new services to existing clients. Bookings are also used by management as a factor in determining performance-based compensation for our sales force. While we believe Bookings, in combination with other metrics, are an indicator of our near-term future revenue opportunity, it is not intended to be used as a projection of future revenue. Booking information is a non-IFRS measure, which involves judgments, estimates and assumptions, which does not have a standard industry definition. Our calculation of Bookings may differ from similarly titled metrics presented by other companies.
While we continue to acquire new clients, we also aim to deepen relationships with these clients through high-margin technology services and software bookings. In addition, we are investing in initiatives to drive sales productivity improvements.
(unaudited)
| 2022 | 2021 | ||||||||
| Bookings | $ | 7,742,112 | $ | 5,059,060 | |||||
(unaudited)
| Q4 2022 | Q4 2021 | Q3 2022 | |||||||||||
| Bookings | $ | 608,245 | $ | 1,366,577 | $ | 1,114,788 | |||||||
While Q4 2022 Bookings were down when compared to Q4 2021 and Q3 2022 overall Bookings for the year were $2,683,052 or 53% higher than 2021.
Average Technology Services Revenue per Day
Measure Definition: Average Technology Service Revenue per Day is calculated by region based on the total technology services revenue divided by the total billing days during the period. This number is highly impacted by seasonality and should be looked at for monthly trends. As an example, average revenue per day will likely drop in November and December in the US and December and January in Australia and the UK.
(unaudited)
| US | Q4 2022 | Q4 2021 | Q3 2022 | |||||||||
| Technology Services Revenue | $ | 3,779,778 | $ | 4,361,044 | $ | 4,136,509 | ||||||
| Number of Billing Days | 62 | 63 | 64 | |||||||||
| Average Technology Services Revenue per Day | $ | 60,964 | $ | 69,223 | $ | 64,633 | ||||||
Q4 2022 Average Technology Services Revenue declined when compared to Q3 2022 due to seasonality. When compared to the prior year, the average revenue declined due to capacity constraints in U.S. Legal market and the pivot to FirstDraft services in the U.S. Insurance space where we realized higher margin and lower revenue.
(unaudited)
| Australia | Q4 2022 | Q4 2021 | Q3 2022 | |||||||||
| Technology Services Revenue | $ | 5,097,095 | $ | 2,240,439 | $ | 6,263,423 | ||||||
| Average Number of Billing Days | 55.9 | 55.6 | 57.6 | |||||||||
| Average Technology Services Revenue per Day | $ | 91,182 | $ | 40,296 | $ | 108,740 | ||||||
Q4 2022 Australia Average Technology Services Revenue decreased when compared to Q4 2021 and Q3 2022 were due to the anticipated reduction in volume tied to the Queensland Contract.
| Management Discussion & Analysis | Page 16 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
(unaudited)
| UK | Q4 2022 | Q4 2021 | Q3 2022 | |||||||||
| Technology Services Revenue | $ | 262,762 | $ | 276,000 | $ | 235,043 | ||||||
| Number of Billing Days | 63 | 64 | 60 | |||||||||
| Average Technology Services Revenue per Day | $ | 4,171 | $ | 4,313 | $ | 3,917 | ||||||
Q4 2022 UK Average Technology Services Revenue increased when compared to the previous quarter. The increase is related to the recovery of economic conditions in the courts and more billing days in the quarter.
(unaudited)
| Consolidated | Q4 2022 | Q4 2021 | Q3 2022 | |||||||||
| Technology Services Revenue | $ | 9,139,635 | $ | 6,877,482 | $ | 10,634,976 | ||||||
| Average Number of Billing Days | 58.5 | 60.4 | 60.0 | |||||||||
| Average Technology Services Revenue per Day | $ | 156,233 | $ | 113,866 | $ | 177,250 | ||||||
In Q4 2022 the consolidated Average Technology Services Revenue declined when compared to Q3 2022 due to the anticipated reduction in volume from Queensland, negative impact of foreign exchange rates in Australia and the UK which weakened against USD, the impact of seasonality and the slow recovery in Insurance and Criminal Justice.
Technology Services Cost of Sales per Minute of Audio
Measure Definition: Technology Services Cost of Sales per Minute of Audio is defined as the direct labor cost of edited content divided by the volume of audio content delivered.
(unaudited)
| Q4 2022 | Q4 2021 | Q3 2022 | ||||||||||
| Technology Services Revenue | $ | 9,139,635 | $ | 6,877,482 | $ | 10,634,976 | ||||||
| Cost of Sales | $ | 5,142,583 | $ | 4,068,509 | $ | 5,893,972 | ||||||
| Number of Minutes | 4,114,715 | 3,323,074 | 4,565,595 | |||||||||
| Technology Services Cost of Sales without Covid 19 subsidies per Minute of Audio | $ | 1.25 | $ | 1.22 | $ | 1.29 | ||||||
Technology Services Costs per Minute of Audio continue to improve as a result of the efficiency gains from the deployment of NetScribe. However, overall Technology Services Cost of Sales per Minute of Audio is higher as a direct result of the increased volume in Australia which has not been migrated to NetScribe but will commence in the second half of 2023.
Gross Margin for Technology Services
Measure Definition: Gross Margin for Technology Services as reported
(unaudited)
| Q4 2022 | Q4 2021 | Q3 2022 | ||||||||||
| Technology Services Revenue | $ | 9,139,635 | $ | 6,877,482 | $ | 10,634,976 | ||||||
| Cost of Sales | $ | 5,142,583 | $ | 4,068,509 | $ | 5,893,972 | ||||||
| Gross Margin | $ | 3,997,052 | $ | 2,808,973 | $ | 4,741,004 | ||||||
| Gross Margin % | 43.7 | % | 40.8 | % | 44.6 | % | ||||||
Gross margin % for Technology Services improved year over year however, declined slightly quarter over quarter due to the observation of Thanksgiving and Christmas. Also, the Q4 2022 numbers were impacted negatively by training and onboarding costs associated with preparation for migration to the Queensland contract in Australia.
| Management Discussion & Analysis | Page 17 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Gross Margin for Technology and related revenue
Measure Definition: Gross margin for technology and related revenue as reported.
(unaudited)
| Q4 2022 | Q4 2021 | Q3 2022 | ||||||||||
| Technology Revenue | $ | 1,041,945 | $ | 659,799 | $ | 1,150,737 | ||||||
| Cost of Sales | $ | 273,730 | $ | 163,965 | $ | 314,556 | ||||||
| Gross Margin | $ | 768,215 | $ | 495,834 | $ | 836,181 | ||||||
| Gross Margin % | 73.7 | % | 75.1 | % | 72.7 | % | ||||||
Quarter over Quarter Gross Margin % for Technology Revenue was favorably impacted by increased VIQ technology sales versus 3rd party technology sales.
Key Performance Indicators
VIQ Solutions monitors several KPIs to help it evaluate its business, measure its performance, identify trends affecting its business and formulate strategic plans.
Annual Delivered Content
Measure Definition: We define Annual Delivered Content as the annualized equivalent of the total number of unstructured digital audio minutes transformed into client specific structured text that is delivered electronically to the clients in the form of delivered pages.
(unaudited)
| Annual Delivered Content | Q4 2022 | Q4 2021 | Q3 2022 | |||||||||
| Minutes | 4,114,715 | 3,323,074 | 4,565,595 | |||||||||
| Pages | 2,207,084 | 1,803,144 | 2,442,476 | |||||||||
Year over year impact largely tied to Australia acquisition. Q4 2022 vs. Q3 2022 was impacted by seasonality.
Productivity
Measure Definition: We define Productivity as the ratio of the time spent working on a particular document, including idle time, over the duration of the associated recording. This ratio is called OpenRT.
(unaudited)
| Productivity | Q4 2022 | Q4 2021 | Q3 2022 | |||||||||
| OpenRT | 244/3.2 | 272/3.3 | 242/3.5 | |||||||||
OpenRT was negatively impacted by adoption to NetScribe technology from migrations in the UK and new contractors hired globally to train for new services contracts to commence in Q4 2022.
Active Clients and Client Retention
Measure Definition: We define Active Clients as customer invoiced accounts who have an active license and technology service agreement with us that remains in effect in the twelve months ending at the specified period. The retention and expansion of our relationships with existing clients are key indicators of our revenue potential. We started tracking this metric in Q4 2021.
| Management Discussion & Analysis | Page 18 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
(unaudited)
| Active Clients | Q4 2022 | Q4 2021 | Q3 2022 | |||||||||
| Technology | 73 | 52 | 70 | |||||||||
| Technology Services | 4,220 | 2,541 | 4,085 | |||||||||
| Total | 4,293 | 2,593 | 4,155 | |||||||||
Technology Services Active Clients increase highlights the growth of net new clients globally.
Net Promoter Score
Measure Definition: The Net Promoter Score (“NPS”) measures the loyalty of clients to a company. NPS scores are measured with a survey and reported with a number from the range -100 to +100, a higher score is desirable. We conduct transactional surveys which are sent out after the client interacts with VIQ. It is used to understand client satisfaction on a granular level and provide feedback about a very specific topic and are likely to recommend the Company’s services.
(unaudited)
| Q4 2022 | Q4 2021 | Q3 2022 | ||||||||||
| Net Promoter Score | 92 | 78 | 86 | |||||||||
The NPS shows a high probability that customers are secure and likely to recommend VIQ.
Total Number of Minutes of Content Processed on aiAssist
Measure Definition: We define the total number of minutes of content processed on aiAssist.
(unaudited)
| Q4 2022 | Q4 2021 | Q3 2022 | ||||||||||
| Number of Minutes of Content Processed on aiAssist | 1,554,194 | 1,271,162 | 1,600,039 | |||||||||
Utilization of AI continues to grow as a percentage of revenue in markets where NetScribe has been adopted.
| Management Discussion & Analysis | Page 19 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Liquidity
As of December 31, 2022, we held cash of $1,657,571 as compared to $10,583,534 as of December 31, 2021.
On January 13, 2023, the Company entered into a senior debt facility with Beedie Investments Ltd. (“Beedie”), with maximum available funds of $15 million. $12 million of the Loan has been advanced to the Company as an initial advance with an additional $3 million available to the Company to be drawn in subsequent advances in a minimum of $1 million tranches. See Subsequent Events section for details.
We believe that ongoing operations, working capital and associated cash flows in addition to our cash resources provide sufficient liquidity to support our ongoing business operations and satisfy our obligations as they become due for at least the next 12 months.
Below is a summary of our cash provided by (used in) operating, investing, and financing activities for the periods indicated:
| (Unaudited) | Year ended December 31, | |||||||
| 2022 | 2021 | |||||||
| Cash provided by (used in) operating activities | (2,335,876 | ) | (8,238,407 | ) | ||||
| Cash used in investing activities | (4,104,065 | ) | (14,440,714 | ) | ||||
| Cash provided by (used in) financing activities | (2,373,816 | ) | 16,521,996 | |||||
| Net increase (decrease) in cash for the year | (8,813,757 | ) | (6,157,125 | ) | ||||
| Cash, beginning of period | 10,583,534 | 16,835,671 | ||||||
| Effect of foreign exchange | (112,206 | ) | (95,012 | ) | ||||
| Cash, end of period | 1,657,571 | 10,583,534 | ||||||
Cash Provided by (used in) Operating Activities
We utilized cash of $2,335,876 in operating activities for the year ended December 31, 2022. This resulted from $8,706,015 in net loss plus $4,975,042 of non-cash adjustments and $1,395,097 attributable to movements in working capital with changes primarily arising from an increase in accounts receivable, accounts payable, contract liabilities which was offset with a decrease in inventories and prepaid expenses.
Cash Provided by (used in) Investing Activities
For the year ended December 31, 2022, cash used in investing activities was $4,104,065 which consisted of purchase of property and equipment of $1,202,489 development costs related to internally generated intangible assets of $1,828,983, business acquisition cost of $298,927 related to the Auscript acquisition and settlement of final working capital, a deferred consideration and earnout payout for WordZ and Auscript of $539,380 and change in restricted cash of $234,286.
Cash Provided by (used in) Financing Activities
Cash used by Financing Activities for the year ended December 31, 2022, was $2,373,816, which consisted of $4,053,476 of cash provided by issuance of common shares net of issuance costs, cash used in repayment of debt of $4,761,890 payment of amendment fees on debt of $239,880, repayment of lease obligations of $270,795, payment of interest on lease obligations of $114,131, and payment of interest on debt of $1,040,596.
| Management Discussion & Analysis | Page 20 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Debt Covenants
In accordance with our debt agreement with Crown Capital Partner Funding, LP (the “Crown Debt Facility”), the Company is required to maintain quarterly (i) a Fixed Charge Coverage Ratio (“FCCR”) of greater than 1.25 calculated based on EBITDA for such period less liabilities paid in cash in connection with the Company’s share appreciation rights plan, cash dividends paid, and capital expenditures divided by debt service for such period and (ii) a Net Debt to EBITDA Ratio less than 3.
On March 30, 2022, the Company signed an amendment related to the Crown Debt Facility that required the Company to pay $4,005,768 (CAD $5,000,000) of the principal balance on March 30, 2022 and pay an amendment fee of approximately $239,880 (CAD $300,000). Additional financial covenants were added to the amended Crown Debt Facility, which include restrictions on the amount of selling, administrative and research and development costs and restrictions on capital expenditure (including internally generated intangible assets and capitalized assets) in each of Q2 2022, Q3 2022 and Q4 2022. As at December 31, 2022, the Company was in compliance with these additional financial covenants.
On July 14, 2022, the Company signed an amendment to the Crown debt facility which removed entirely the Fixed Charge Coverage Ratio and Net Debt to EBITDA covenants for the term of the facility. The covenants relating to the restrictions on the amount of selling, administrative and research and development costs and restrictions on capital expenditure for the quarter ending December 31, 2022 were unchanged. In addition, the Company has agreed to make certain payments to the lender in the event that there is a balance outstanding under the debt facility as at certain periods in time. Such fees, if applicable, are payable in cash or Common Shares, at the Company's sole discretion. During Q4 2022, the Company issued 1,078,901 Common Shares to Crown Capital Funding, LP in connection with these payments. The 1,078,901 Common Shares issued are subject to a statutory hold period of four months plus a day.
Refer to Subsequent Events for Beedie senior debt facility.
Contractual Obligations
The following table summarizes our contractual obligations as at December 31, 2022, including commitments relating to leasing contracts:
| 2023 | 2024 | 2025 | Total | |||||||||||||
| Trade and other payables | $ | 5,937,880 | $ | – | $ | – | $ | 5,937,880 | ||||||||
| Lease obligations | 679,718 | 496,123 | 232,461 | 1,408,302 | ||||||||||||
| Crown Debt Facility | 7,701,650 | – | – | 7,701,650 | ||||||||||||
| Contingent Consideration - WordZ | 236,808 | – | – | 236,808 | ||||||||||||
| WordZ promissory note | 432,939 | – | – | 432,939 | ||||||||||||
| HomeTech VTB loan | 260,000 | 20,000 | – | 280,000 | ||||||||||||
| Total | $ | 15,248,995 | $ | 516,123 | $ | 232,461 | $ | 15,997,579 | ||||||||
| Management Discussion & Analysis | Page 21 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Capital Resources
Our objective in managing capital is to ensure sufficient liquidity to pursue our growth strategy, fund research and development to enhance existing product offerings as well as to develop new product offerings to maintain our competitive advantage, pursue accretive acquisitions and provide sufficient resources to meet day-to-day operating requirements, while managing financial risk. We intend to use our operating income and funds on hand to meet funding requirements for the development and commercialization of our technology products and services based on anticipated market demand and working capital purposes. Our actual funding requirements will vary depending on a variety of factors, including our success in executing our business plan, the progress of our research and development efforts, our commercial sales, and our ability to manage our working capital requirements.
Our officers and senior management are responsible for managing the capital and do so through monthly meetings and regular review of financial information. Our Board of Directors is responsible for overseeing this process. We manage capital to ensure that there are adequate capital resources while maximizing the return to shareholders through the optimization of the cash flows from operations and capital transactions.
Capital Allocation
A significant component of our strategy is to effectively and efficiently allocate capital between opportunities that generate the highest return on our capital with the goal over time to maximize shareholder equity.
The Company's capital allocation is centered on generating organic growth, investment in technologies, mergers and acquisitions, and balance sheet deleveraging. VIQ's focus is on closing and integrating strategic and accretive acquisitions, continuing to grow and drive market share and achieve consolidation efficiencies while maturing its AI engines through technology service volumes.
Paying out dividends, or buying back stock, are not anticipated as being part of our capital allocation strategy for the immediate future. Our goal with capital allocation is to increase the earning power of the Company and reinvest the free cash flow of the business to generate more cash.
Other Commitments
Other commitments include operating leases for office equipment and facilities. Also, occasionally we structure some of our acquisitions with contingent consideration based on the future performance of the acquired business. The fair value of contingent consideration recorded in our December 31, 2022, consolidated financial statements was $258,003 in trade and other payables and accrued liabilities. Aside from the aforementioned, we do not have any other business arrangements or any equity interests in any non-consolidated entity.
Contingent Off-Balance Sheet Arrangements
As a general practice, we have not entered into off-balance sheet financing arrangements.
Transactions Between Related Parties
There were no transactions between related parties for the three and six months ended December 31, 2022.
| Management Discussion & Analysis | Page 22 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Critical Accounting Policies and Estimates
General
The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. These estimates and assumptions are affected by management’s application of accounting policies and historical experience and are believed by management to be reasonable under the circumstances. Such estimates and assumptions are evaluated on an ongoing basis and form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from these estimates.
Our significant accounting policies are fully described in Note 3 to our financial statements for the years ended December 31, 2022, and 2021 which are available on SEDAR (www.sedar.com) and EDGAR (www.sec.gov/edgar). Certain accounting policies are particularly important to the reporting of our financial position and results of operations and require the application of significant judgment by our management. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different, estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could have a material impact on the financial statements. We believe that there have been no significant changes in our critical accounting estimates for the twelve months ended December 31, 2022, from the years presented in our annual financial statements for the years ended December 31, 2021, and 2020.
Management believes the following critical accounting policies and estimates reflect the more significant estimates and assumptions used in the preparation of our consolidated financial statements.
New accounting pronouncements adopted
We adopted the following accounting amendments that were effective for our annual consolidated financial statements commencing January 1, 2022.
| i. | Amendments to IFRS 3, Business Combinations - Updating a Reference to the Conceptual Framework, updating a reference in IFRS 3 to now refer to the Conceptual Framework. |
| ii. | Amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets - Onerous Contracts, specifying costs an entity should include in determining the "cost of fulfilling" a potential onerous contract. |
The adoption of these standards did not have a material impact to our financial results and are not expected to have a material impact in the future.
The following new and amended standards did not have a significant impact on the Company’s consolidated financial statements.
| • | COVID-19-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16). |
| • | Annual Improvements to IFRS Standards 2018–2020. |
| • | Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16). |
Revenue Recognition
Revenue represents the amount of consideration the Company expects to receive for the delivery of products and services in its contracts with clients, net of discounts and sales taxes. The Company reports revenue mainly under eight revenue categories including Technology Services, Software License, Support and Maintenance, Software as a service (“SaaS”), Subscription, Professional Services, Hardware and Other.
| Management Discussion & Analysis | Page 23 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Revenue is recognized upon transfer of control of products or services to clients at an amount that reflects the transaction price the Company expects to receive in exchange for the products or services. The Company’s contracts with clients may include the delivery of multiple products and services, which are generally capable of being distinct and accounted for as separate performance obligations.
The accounting for a contract or contracts with a client that contain multiple performance obligations requires the Company to allocate the contract or contracts’ transaction price to the identified distinct performance obligations.
Technology services revenue consists of fees charged for recurring services provided to our clients. Technology Service revenue is recognized when the service is delivered to the client. The Company has select clients where a flat rate is charged, and revenue is recognized monthly. The Company has select clients to which a flat rate is charged and revenue is recognized monthly.
Software license revenue is comprised of non-recurring license fees charged for the use of our software products generally licensed under perpetual arrangements and to a lesser extent sale of third - party license software. The Company sells on-premise software licenses on a perpetual basis. On-premise software licenses are bundled with software maintenance and support services for a term. The license component and maintenance and support components are each allocated revenue using their relative estimated stand-alone selling price (SSP). Revenue from the license of distinct software is recognized at the time that both the right-to-use the software has commenced and the software has been made available to the client.
Support and maintenance and other recurring revenue primarily consist of fees charged for client support on our software products post-delivery. Certain of the Company’s contracts with clients contain provisions that require the client to agree to first year support and maintenance in order to maintain the active right to use a perpetual license. Support and maintenance and other recurring revenue primarily consists of fees charged for client support on software products post-delivery.
Revenue from SAAS arrangements, which allow clients to use hosted software over a term without taking possession of the software, are provided on a subscription basis. Revenue from the SaaS arrangement, which includes the hosted software and maintenance, is recognized ratably over the term of the subscription.
Professional service revenue consists of fees charged for customization, implementation, integration, training, and ongoing services associated with our software products and technology services.
Professional services are typically billed on a time and material basis and revenue is recognized over time as the services are performed. For professional services contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of services performed.
Hardware revenue includes the resale of third-party hardware that forms part of the overall client solutions. Hardware revenue is recognized when the goods are shipped and received by the client.
Business Combinations
IFRS 3, Business Combinations, requires business combinations to be accounted for using the acquisition method. Under this method, the cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non- controlling interest in the acquiree.
When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation based on the facts and circumstances at the acquisition date. Business acquisition costs incurred are expensed and included in transaction costs. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The excess of (i) the consideration transferred, the amount of any non- controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (ii) fair value of the net identifiable assets acquired is recorded as goodwill.
| Management Discussion & Analysis | Page 24 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each of the Group’s Cash Generating Units (“CGU”) s that is expected to benefit from the synergies of the combination.
A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in the consolidated statements of loss and comprehensive loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.
On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Determining whether goodwill is impaired requires an estimation of the higher of fair value less costs of disposal and value in use of the CGUs to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value.
Acquired Intangible Assets
Intangible assets with finite lives that are acquired separately are measured on initial recognition at fair value, which comprises the purchase price plus any directly attributable costs of preparing the asset for its intended use.
The Company’s acquired intangible assets consist of customer relationships, acquired technology, non-compete agreements and brands acquired in business combinations. These intangible assets are recorded at their fair value at the respective acquisition date. The Company uses the income approach as a valuation technique that calculates the fair value of an intangible asset based on the present value of future cash flows that the asset can be expected to generate over its remaining useful life. The discounted cash flow (“DCF”) is the methodology used, which is a form of the income approach that begins with a forecast of the annual cash flows a market participant would expect the subject intangible asset to generate over a discrete projection period. The future cash flows for each of the years in the discrete projection period are then converted to their present value equivalent using a rate of return appropriate for the risk of achieving the intangible assets’ projected cash flows, again, from a market participant perspective. The Company relies on the relief-from-royalty method to value the acquired technology and brand and the Multi-Period Excess Earnings Method (“MEEM”) to value customer relationship assets. After initial recognition, intangible assets are measured at cost less accumulated amortization and impairment losses.
The estimated useful lives at acquisition date for the Company’s classes of intangible assets are as follows:
| Acquired technology | 5 years | |
| Customer relationships | 4.8–13 years | |
| Brands | 1–2 years | |
| Non-compete agreements | Term of agreement |
The estimated useful life and amortization methods are reviewed annually, with the effect of any change in estimate being accounted for on a prospective basis. These assets are subject to an impairment test as described below. The Company’s internally generated intangible assets consist of developed technologies. The Company incurs costs associated with the design and development of new products. Expenditures during the research phase are expensed as incurred. Expenditures during the development phase are capitalized if the Company can demonstrate each of the following criteria: (i) the technical feasibility of completing the intangible asset so that it will be available for use or sale, (ii) its intention to complete the intangible asset and use or sell it, (iii) its ability to use or sell the intangible asset, (iv) how the intangible asset will generate probable future economic benefits, (v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, and (vi) its ability to measure reliably the expenditure attributable to the intangible asset during its development; otherwise, they are expensed as incurred. Costs associated with maintaining computer software programs are recognized as an expense as incurred. Internally generated software development costs recognized as intangible assets are carried at cost less any accumulated amortization on a straight- line basis over 3 years after they are completed.
| Management Discussion & Analysis | Page 25 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Estimate of contingent consideration
We measure the contingent consideration payable in a business combination at the estimated fair value at each reporting date. The fair value is estimated based on the range of possible outcomes and our assessment of the likelihood of each outcome.
Accounting for Income Taxes
The income tax provision comprises current and deferred tax. Income tax is recognized in the consolidated statements of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years.
Deferred tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the asset is realized or liability is settled. Deferred tax assets are recognized for deductible temporary differences, unused tax losses and other income tax deductions to the extent that it is probable the Company will have taxable income against which those deductible temporary differences, unused tax losses and other income tax deductions can be utilized. The extent to which deductible temporary differences, unused tax losses and other income tax deductions are expected to be realized is reassessed at the end of each reporting period.
In a business combination, temporary differences arise as a result of differences in the fair values of identifiable assets and liabilities acquired and their respective tax bases. Deferred tax assets and liabilities are recognized for the tax effects of these differences. Deferred tax assets and liabilities are not recognized for temporary differences arising from goodwill or from the initial recognition of assets and liabilities acquired in a transaction other than a business combination which do not affect either accounting or taxable income or loss.
Internal Controls over Financial Reporting and Disclosure Controls and Procedures
Disclosure Controls & Procedures
Management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to the Company is gathered and reported to senior management, including the CEO and the CFO, on a timely basis so that appropriate decisions can be made regarding public disclosure, including to ensure that information required to be disclosed by the Company in reports that the Company files or submits under Canadian securities legislation and the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in securities legislation. Management, under the oversight of the CEO and CFO, has evaluated the design and effectiveness of the Company’s disclosure controls and procedures as of December 31, 2022. Based on this evaluation, the CEO and the CFO concluded that, as of December 31, 2022, 2-22 the Company’s disclosure controls and procedures (as defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings and in Rule 13a-15I and Rule 15d-15(e) under the U.S. Exchange Act) were ineffective as a result of material weaknesses identified in the Company’s internal control over financial reporting, which is further described below.
| Management Discussion & Analysis | Page 26 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
The Company’s disclosure controls and procedures are designed to provide reasonable assurance that material information relating to the Company is made known to us by others, particularly during the period in which the annual filings are being prepared and of achieving their objectives, and the CEO and CFO do not expect that the disclosure controls and procedures will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Notwithstanding the material weaknesses, management has concluded that the Company’s audited financial statements for the years ended December 31, 2022 and 2021, present fairly, in all material respects, the Company’s financial position, statement of loss and comprehensive loss, changes in shareholders’ equity and cash flows in accordance with IFRS.
Internal Controls over Financial Reporting
Management is also responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reports for external purposes in accordance with IFRS.
There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute assurance, with respect to reporting financial information. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.
An evaluation of the design and effectiveness of the Company’s internal controls over financial reporting was carried out by management, under the supervision of the CEO and CFO. In making this evaluation, the CEO and CFO used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework (2013). Based on this evaluation, the CEO and CFO have concluded that the Company’s internal control over financial reporting was ineffective as of December 31, 2022 due to the material weaknesses described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
The material weaknesses that our management identified related to the following:
| • | the Company did not have sufficient resources, including contractors, in place throughout the reporting period with the appropriate training and knowledge of internal controls to monitor the design, implementation and operating effectiveness of internal control over financial reporting; |
| • | the Company’s review controls in various financial reporting processes did not operate with sufficient precision, particularly with respect to the determination of the appropriate period in which to recognize revenue and expenses; |
| • | the Company did not maintain adequate review controls to ensure that complex accounting areas such as business combinations, impairment of non-financial assets, financial instruments, revenue recognition and accounting for income tax provisions were appropriately recorded in accordance with IFRS; and |
| • | the Company did not effectively design and maintain appropriate segregation of duties and controls over the effective preparation, review and approval, and associated documentation of journal entries. |
These material weaknesses resulted in material misstatements, which were corrected prior to the release of the consolidated financial statements as of and for the year ended December 31, 2022.
| Management Discussion & Analysis | Page 27 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
Remediation
We intend to implement a remediation plan that involves a third-party software solution to formalize the documentation and evidence of our review and approval of subjective and higher risk journal entries in our financial reporting system including implementing improved process over cut off of transactions. We will implement more formalized documentation and evidence of review over complex accounting transactions. The plan will include the involvement of management and sufficient training of all relevant personnel. We will take the measures necessary to address the material weaknesses, which may require significant management attention, and our efforts may not prove to be successful in remediating the material weaknesses and do not guarantee that we will not suffer additional material weaknesses and/or significant deficiencies in the future.
The CEO and CFO do not expect that internal controls over financial reporting will prevent all misstatements. The design of a system of internal controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that the design will succeed in achieving the stated goals under all potential future conditions.
Internal Controls over Financial Reporting
Except for the material weaknesses described above, there were no changes in the Company’s Internal Control over Financial Reporting that occurred during the period ended December 31, 2022 that has materially affected or reasonably likely to materially affect the Company’s Internal Control over Financial Reporting.
Risk Factors
A complete description of the risks and uncertainties affecting the Company is included in the most recently filed annual report on Form 20-F filed with the SEC. Additional risks and uncertainties not presently known to us or that we currently consider immaterial also may impair our business and operations and cause the price of our common shares (the “Common Shares”) to decline. If any of the noted risks actually occur, our business may be harmed, and the financial condition and results of operation may suffer significantly. In that event, the trading price of the Common Shares could decline, and shareholders may lose all or part of their investment.
Disclosure of Outstanding Share Data
The Common Share trade on the Toronto Stock Exchange and the Nasdaq Capital Market under the symbol “VQS.” The Company is authorized to issue an unlimited number of Common Shares. As at March 30, 2023 there were (i) 34,649,697 Common Shares issued and outstanding, (ii) 97,850 stock options outstanding with a weighted average exercise price per Common Share of $2.91 CAD expiring between 2023 and 2025 under the Company’s legacy stock option plan (iii) 865,947 stock options outstanding with a weighted average exercise price per Common Share of $1.08 CAD expiring 2031 and 2032 under the Omnibus Equity Incentive Plan, (iv) 66,667 deferred share units outstanding with an average exercise price per Common Share of $1.29 CAD with no expiry date (v) 821,219 RSUs outstanding expiring 2024 and 2031 and selective units with no expiry dates under the Omnibus Equity Incentive Plan (vi) 165,000 PSUs with no expiry dates (vii) warrants to purchase 2,117,647 Common Shares at an exercise price of $5.00 USD expiring 2026(viii) warrants to purchase 3,551,852 Common Shares at an exercise price of $1.39 USD expiring July 21, 2027 and (ix) 7,968,750 warrants to purchase Common Shares at an exercise price of $0.26 USD expiring January 16, 2030.
Diversity
Our success as a company continues to be made possible by our global workforce. We aim to attract, develop, and retain exceptional talent to meet the needs of our clients and create value for our shareholders. We understand that we have more to do to increase our overall representation to better reflect the world we live in. We believe that when people come from diverse backgrounds and have a variety of life experiences, they bring unique perspectives to the table. These perspectives increase innovation, creativity, and overall corporate performance.
| Management Discussion & Analysis | Page 28 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
In order to continue to produce our innovative technologies and technology services, it is crucial that we continue to attract and retain top talent. To facilitate talent attraction and retention, we strive to make VIQ a diverse and safe workplace, with opportunities for our employees in each region and functional area to grow and develop in their careers, supported by advancements and programs that build connections between our employees and their communities.
We believe that a diverse workforce is critical to our success, and we continue to focus on the hiring, retention and advancement of women and underrepresented populations. Our recent efforts have been focused in three areas: inspiring innovation through a diverse culture; expanding our efforts to recruit and hire world-class diverse talent; and identifying strategic partners to accelerate our diversity, equity and in the coming years inclusion (“DE&I”) programs.
Under the leadership of the current management team and the Board of Directors, VIQ has worked to create an environment and culture that enables all employees to participate and thrive. We know that onboarding people with diverse backgrounds and skillsets is a key ingredient for innovation, which is why our recruitment processes are built around improving our ability to identify the best, most diverse candidate pools. We use gender-neutral language in job descriptions and commit to bringing a diverse slate of candidates to a diverse interview panel at all levels of the Company. VIQ has a variety of diversity-related data points that exemplify how our workforce looks like the world around us and thrives as a result of it.
As of December 31, 2022, VIQ Diversity Metrics were as follows:
| • | Global Employee Gender Diversification for all roles: 57% Women, 43% Men |
| • | Global Employee Gender Diversification for leadership roles: 58% Women, 42% Men |
| • | Global Race and Ethnicity Representation for all roles: 75% White, 20% Asian, 1% Black and 4% Latino |
| • | Geography where we work: 75% Australia, 12% United States, 2% Canada, 4% India, 3% Mexico, 2% United Kingdom and Philippines 2% |
| • | Brick & Mortar: Six physical Offices in three Countries |
Due to its global footprint, VIQ has come to appreciate that amazing perspectives are grown all around the world and that DE&I programs can be most powerful when they are localized to the individual experiences that resonate with people in the countries, cities, and communities where they live.
Further support of DE&I includes changes that were made at the Board of Directors level through the Nomination Committee to align with the diversity of the organization globally as the Company scales to its next level in 2023.
Subsequent events
On January 13, 2023, the Company entered a entered into a senior debt facility with Beedie Investments Ltd. ("Beedie"), with maximum available funds of $15 million. $12 million of the Loan has been advanced to the Company as an initial advance with an additional $3 million available to the Company to be drawn in subsequent advances in a minimum of US$1 million tranches (“Standby Facility”). The amount outstanding under the Loan will bear interest at 12.5% per annum, comprised of cash interest of 9.5% per annum, calculated and paid monthly, and paid-in-kind interest will be charged at a rate of 3.0% per annum, compounded monthly and added to the outstanding principal amount of the Loan. A standby fee will be charged monthly at a rate of 1.5% per annum on the undrawn amount of the Standby Facility. The Company paid a commitment fee of 1.5% of the Loan. The Lender has also been granted a board observer right. The loan is secured by a general security agreement covering all assets of the Company. The outstanding principal balance of the loan is repayable on January 13, 2027.
| Management Discussion & Analysis | Page 29 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for 2022
On initiation of the Beedie Loan on January 13, 2023, 7,968,750 common share purchase warrants were issued to Beedie. Each warrant is convertible into one common share in the capital of the Company at a price per share equal to $0.256 until January 16, 2030. In addition, the Company has agreed to issue additional common share purchase warrants in connection with the subsequent advances, with such number of warrants to be equal to 17% of the amount of such subsequent advance divided by the exercise price of such subsequent warrants. The subsequent warrants are to have an exercise price equal to the 5-day volume weighted average price of the Company’s common shares immediately prior to the earlier of: (i) the announcement of the applicable subsequent advance, and (ii) the funding of the applicable subsequent advance. The subsequent warrants will expire seven years from the date of issuance.
Under the Loan, the Company has undertaken to comply with financial covenants regarding a minimum balance of unrestricted cash and cash equivalents, minimum adjusted monthly EBITDA, and maximum total secured debt leverage ratio.
On January 13, 2023, the Company utilized the proceeds of the initial advance to fully repay the loan with Crown Capital Funding Partner in the amount of $7,805,497.
| Management Discussion & Analysis | Page 30 |
Exhibit 99.3
Form 52-109F1
Certification of Annual Filings Full Certificate
I, Sebastien Pare, Chief Executive Officer of VIQ Solutions Inc., certify the following:
| 1. | Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of VIQ Solutions Inc. (the “issuer”) for the financial year ended December 31, 2022. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework (2013). |
| 5.2 | ICFR – material weakness relating to design: he issuer has disclosed in its annual MD&A for each material weakness relating to design existing at the financial year end |
| (a) | a description of the material weakness; |
| (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
| (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Evaluation: The issuer’s other certifying officer(s) and I have |
| (a) | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and |
| (b) | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A |
| (i) | our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and |
| (ii) | for each material weakness relating to operation existing at the financial year end |
| (A) | a description of the material weakness; |
| (B) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
| (C) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| 7. | Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2022 and ended on December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| 8. | Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR. |
| Date: March 30, 2023 | |
| /s/ Sebastien Pare | |
| Sebastien Pare | |
| Chief Executive Officer |
Exhibit 99.4
Form 52-109F1
Certification of Annual Filings
Full Certificate
I, Alexie Edwards, Chief Financial Officer of VIQ Solutions Inc., certify the following:
| 1. | Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of VIQ Solutions Inc. (the “issuer”) for the financial year ended December 31, 2022. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework (2013). |
| 5.2 | ICFR – material weakness relating to design: ICFR – material weakness relating to design: The issuer has disclosed in its annual MD&A for each material weakness relating to design existing at the financial year end |
| (a) | a description of the material weakness; |
| (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
| (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Evaluation: The issuer’s other certifying officer(s) and I have |
| (a) | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and |
| (b) | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A |
| (i) | our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and |
| (ii) | for each material weakness relating to operation existing at the financial year end |
| (A) | a description of the material weakness; |
| (B) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
| (C) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| 7. | Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2022 and ended on December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| 8. | Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR. |
| Date: March 30, 2023 | |
| /s/ Alexie Edwards | |
| Alexie Edwards | |
| Chief Financial Officer |
Exhibit 99.5
FORM 13-501F1
CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE
| MANAGEMENT CERTIFICATION | ||||
| I, Alexie Edwards, an officer of the reporting issuer noted below have examined this Form 13-501F1 (the Form) being submitted hereunder to the Alberta Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate. | ||||
| (signed) "Alexie Edwards" | March 30, 2023 | |||
| Name: Alexie Edwards | Date: | |||
| Title: Chief Financial Officer | ||||
| Reporting Issuer Name: | VIQ Solutions Inc. |
| End date of previous financial year: | December 31, 2022 |
| Type of Reporting Issuer: | x Class 1 reporting issuer | ¨ Class 3B reporting issuer |
| Highest Trading Marketplace: | Toronto Stock Exchange |
Market value of listed or quoted equity securities:
Equity Symbol VQS
| 1st Specified Trading Period (dd/mm/yy) | 01/01/22 | 31/03/22 | |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ | 2.03 | |
| (i) | |||
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 29,881,717 | ||
| (ii) | |||
| Market value of class or series | (i) x (ii) | $ | 60,659,885.51 |
| (A) | |||
- 2 -
| 2nd Specified Trading Period (dd/mm/yy) | 01/04/22 | to | 30/06/22 |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | 1.76 | ||
| (iii) | |||
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 29,963,395 | ||
| (iv) | |||
| Market value of class or series | (iii) x (iv) | $ | 52,735,575.20 |
| (B) | |||
| 3rd Specified Trading Period (dd/mm/yy) | 01/07/22 | to | 30/09/22 |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ | 0.82 | |
| (v) | |||
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 33,555,796 | ||
| (vi) | |||
| Market value of class or series | (v) x (vi) | $ | 27,515,752.72 |
| (C) | |||
| 4th Specified Trading Period (dd/mm/yy) | 01/10/22 | to | 31/12/22 |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ | 0.36 | |
| (vii) | |||
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 34,649,697 | ||
| (viii) | |||
| Market value of class or series | (vii) x (viii) | $ | 12,473,890.92 |
| (D) | |||
- 3 -
| 5th Specified Trading Period (dd/mm/yy) | n/a | to | n/a |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ | ||
| (ix) | |||
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | |||
| (x) | |||
| Market value of class or series | (ix) x (x) | $ | |
| (E) | |||
| Average Market Value of Class or Series (Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above)) | $ | 38,346,276.0875 | |
| (1) | |||
| (Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year) | |||
| Fair value of outstanding debt securities: | |||
| (Provide details of how value was determined) | $ | 0.00 | |
| (2) | |||
| Capitalization for the previous financial year | (1) + (2) | 38,346,276.0875 | |
| Participation Fee | $ | 1,200.00 | |
| Late Fee, if applicable | $ | 0.00 | |
| Total Fee Payable | $ | 1,200.00 | |
| (Participation Fee plus Late Fee) | |||
Exhibit 99.6
FORM 13-502F1
CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE
| MANAGEMENT CERTIFICATION |
| I, Alexie Edwards, an officer of the reporting issuer noted below have examined this Form 13-502F1 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate. |
| (signed) "Alexie Edwards" | March 30, 2023 | |
| Name: Alexie Edwards | Date: | |
| Title: Chief Financial Officer | ||
Reporting Issuer Name: VIQ Solutions Inc.
End date of previous financial year: December 31, 2022
Type of Reporting Issuer: x Class 1 reporting issuer ¨ Class 3B reporting issuer
Highest Trading Marketplace: Toronto Stock Exchange
(refer to the definition of “highest trading marketplace” under OSC Rule 13-502 Fees)
Market value of listed or quoted equity securities:
(in Canadian Dollars – refer to section 7.1 of OSC Rule 13-502 Fees)
Equity Symbol VQS
| 1st Specified Trading Period (dd/mm/yy) (refer to the definition “specified trading period” under OSC Rule 13-502 Fees) | 01/01/22 | to | 31/03/22 |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ | 2.03 | |
| (i) | |||
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 29,881,717 | ||
| (ii) | |||
| Market value of class or series | (i) x (ii) | $ | 60,659,885.51 |
| (A) | |||
- 2 -
| 2nd Specified Trading Period (dd/mm/yy) (refer to the definition “specified trading period” under OSC Rule 13-502 Fees) | 01/04/22 | to | 30/06/22 |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ | 1.76 | |
| (iii) | |||
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 29,963,395 | ||
| (iv) | |||
| Market value of class or series | (iii) x (iv) | $ | 52,735,575.20 |
| (B) | |||
| 3rd Specified Trading Period (dd/mm/yy) (refer to the definition “specified trading period” under OSC Rule 13-502 Fees) | 01/07/22 | to | 30/09/22 |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ | 0.82 | |
| (v) | |||
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 33,585,796 | ||
| (vi) | |||
| Market value of class or series | (v) x (vi) | $ | 27,515,752.72 |
| (C) | |||
| 4th Specified Trading Period (dd/mm/yy) (refer to the definition “specified trading period” under OSC Rule 13-502 Fees) | 01/10/22 | to | 31/12/22 |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ | 0.36 | |
| (vii) | |||
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 34,649,697 | ||
| (viii) | |||
| Market value of class or series | (vii) x (viii) | $ | 12,473,890.92 |
| (D) | |||
- 3 -
| 5th Specified Trading Period (dd/mm/yy) (refer to the definition “specified trading period” under OSC Rule 13-502 Fees) | n/a | to | n/a |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ | ||
| (ix) | |||
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | |||
| (x) | |||
| Market value of class or series | (ix) x (x) | $ | |
| (E) | |||
| Average Market Value of Class or Series (Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above)) | $ | 38,346,276.0875 | |
| (1) | |||
(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary pursuant to paragraph 2.8(1)(c) of OSC Rule 13-502 Fees, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year)
| Fair value of outstanding debt securities: | |||
| (See paragraph 2.8(1)(b), and if applicable, paragraph 2.8(1)(c) of OSC Rule 13-502 Fees) | $ | 0.00 | |
| (Provide detail of how value was determined) | (2) | ||
| Capitalization for the previous financial year | (1) + (2) | 38,346,276.0875 | |
| Participation Fee | |||
|
(For Class 1 reporting issuers, from Appendix A of OSC Rule 13-502 Fees, select the participation fee) |
$ | 2,590.00 | |
| (For Class 3B reporting issuers, from Appendix A.1 of OSC Rule 13-502 Fees, select the participation fee) | |||
| Late Fee, if applicable (As determined under section 2.7 of OSC Rule 13-502 Fees) |
$ | 0.00 | |
| Total Fee Payable | $ | 2,590.00 | |
| (Participation Fee plus Late Fee) | |||