VIQ Solutions Inc 6-K, filed Aug 11, 2022
VIQ Solutions Inc. (VQSSF)
About this 6-K
VIQ Solutions Inc filed this 6-K on August 11, 2022.
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 August 2022
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): ¨
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: August 11, 2022 | By: | /s/ Alexie Edwards | |
| Name: | Alexie Edwards | ||
| Title: | Chief Financial Officer | ||
Form 6-K Exhibit Index
Exhibit 99.1
VIQ Solutions Reports Second Quarter and First Half 2022 Financial Results and Reaffirms Full Year 2022 Goals
Revenue Grew 51% Versus the Prior Year
Bookings Were up 159% and Net New Clients Increased 20% Versus the Prior Quarter
PHOENIX, AZ, August 10, 2022 - VIQ Solutions Inc. (“VIQ” or the “Company”) (TSX and Nasdaq: VQS), a global provider of secure, AI-driven, digital voice and video capture technology and transcription services, today reported its unaudited financial results for the second quarter and first half of 2022, ended June 30, 2022, including Bookings1 of $4.4 million, representing an increase of 159% compared to Q12022 and a 20% gain in the number of net new clients during the quarter. Additionally, the Company reaffirmed its previously announced full year 2022 goals. Results are reported in US dollars and prepared in accordance with International Financial Reporting Standards ("IFRS").
“Our innovative technology, solid infrastructure, comprehensive solutions and editing expertise put us in a unique position to accelerate growth and increase market penetration globally. Digital modernization spend continues to increase in our sector and our differentiated technology, combined with human expertise, helps to solve our customers’ productivity and delivery challenges amid labor constraints that are evident in the global verbatim documentation industry,” said Sebastien Paré, VIQ’s Chief Executive Officer.
Mr. Paré continued, “After navigating COVID related headwinds for 26 months, we placed a sharper focus on our key performance indicators to provide greater transparency and measures of success. Based on our Bookings and the recovery in our production capacity for the first half of the year, we anticipate organic revenue growth, excluding acquisitions, to meet expectations. Bookings, active clients, production volumes, and annual delivered content have all increased to new highs in Q2, while the cost to produce a minute of documentation dropped by 8.5% in Q22022 when compared to Q12022. We achieved a positive EBIDTA month in June 2022, and we are on track to achieve positive Adjusted EBITDA in the second half of the year.”
1 Please refer to "Non-IFRS Measures" below in this news release.
1
“We delivered a strong second quarter of 2022 with Bookings of $4.4 million representing an increase of 159% from Q12022. With our strong client relationships and comprehensive solution portfolio, we capitalized on healthy demand across the markets we serve, adding new orders from existing clients and creating relationships with new accounts. The significant growth in our bookings is a positive indicator, and while it takes time to flow through as revenue, it is expected to positively contribute to future organic revenue growth,” said Susan Sumner, VIQ’s President and Chief Operating Officer.
Ms. Sumner continued, “We have also seen consistent improvement in our gross margin as we work diligently to integrate the volume from our fourth quarter 2021 acquisitions to take advantage of productivity gains from implementing NetScribe™, powered by aiAssist™. Further, during Q22022 we expanded our global workforce and increased utilization of fixed costs that negatively impacted Q12022 due to shutdowns of courts.”
Second Quarter 2022 Financial Highlights:
| • | Revenue of $12.4 million compared to $8.2 million in the same quarter of 2021; |
| • | Gross profit was $6.1 million, or 49.3% of revenue, compared to $4.0 million, or 48.6% of revenue, in the same quarter of 2021; |
| • | Net loss was $3.2 million, or $0.11 per diluted share, versus net loss of $10.5 million, or $0.42 per diluted share, in the same quarter in 2021; and |
| • | Adjusted EBITDA1 was negative $0.7 million versus a negative Adjusted EBITDA of $0.3 million in the second quarter of 2021. |
First Half of 2022 Financial Highlights:
| • | Revenue of $23.9 million compared to $16.4 million in the first half of 2021; |
| • | Gross profit was $11.6 million, or 48.5% of revenue, compared to $8.0 million, or 48.6% of revenue, in the same period of 2021; |
| • | Net loss was $5.2 million, or $0.17 per diluted share, versus net loss of $12.2 million, or $0.49 per diluted share in the same period in 2021; and |
| • | Adjusted EBITDA was negative $1.7 million versus Adjusted EBITDA of essentially nil in the first half of 2021. |
“We saw the recovery in production capacity in June which led to a positive Adjusted EBITDA for that month. We expect to generate positive cashflow from operations and improving liquidity in the back half of 2022, and we are pleased that despite the impact of the Great Resignation, primarily in Australia, we still expect to achieve our full year 2022 revenue and gross margin goals,” said Alexie Edwards, VIQ’s Chief Financial Officer.
2022 Priorities and Reaffirming Goals for Full Year 2022:
VIQ is reaffirming its goals for 2022. Financial expectations include generating at least $50 million in revenue with an expected gross margin in the range of 47%-55%.
The growth in Bookings reflects the continued demand for innovative solutions and services to support the transformation of document workflows making evidentiary content secure and more accessible. The Company is poised to continue generating long-term recurring revenue and SaaS contracts rather than strictly up-front licensing contracts. The transition has been underway for some time and is now accelerating amid a return to organic revenue growth post the COVID era.
2
Conference Call Details
VIQ will host a conference call and webcast to discuss its Second Quarter 2022 results on Thursday, August 11 at 11:00 AM Eastern Time. The call will consist of updates by Sebastien Paré, VIQ CEO, Alexie Edwards, VIQ CFO, and Susan Sumner, VIQ President and COO, followed by a question-and-answer period.
Investors may access a live webcast of the call on the Company’s website at www.viqsolutions.com/investors or by dialing 1-888-440-4052 (North America toll-free) or +1-646-960-0827 (international) to be connected to the call by an operator using conference ID number 4983233. Participants should dial in at least 10 minutes prior to the start of the call.
A replay of the webcast will be available on the Company’s website through the same link approximately one hour after the conference call concludes.
For additional information:
| Media Contact: | Investor Relations Contact: |
| Laura Haggard | Laura Kiernan |
| Chief Marketing Officer | High Touch Investor Relations |
| VIQ Solutions | Phone: 1-914-598-7733 |
| Phone: (800) 263-9947 | Email: viq@htir.net |
| Email: marketing@viqsolutions.com |
For more information about VIQ, please visit viqsolutions.com.
About VIQ Solutions
VIQ Solutions is a global provider of secure, AI-driven, digital voice and video capture technology and transcription services. VIQ offers a seamless, comprehensive solution suite that delivers intelligent automation, enhanced with human review, to drive transformation in the way content is captured, secured, and repurposed into actionable information. The cyber-secure, AI technology and services platform are implemented in the most rigid security environments including criminal justice, legal, insurance, government, corporate finance, media, and transcription service provider markets, enabling them to improve the quality and accessibility of evidence, to easily identify predictive insights and to achieve digital transformation faster and at a lower cost.
3
Forward-looking Statements
Certain statements included in this press release constitute forward-looking statements or forward-looking information under applicable securities legislation. Such forward-looking statements or information are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.
Forward-looking statements or information typically contain statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project" or similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking statements or information in this press release include, but are not limited to expectations regarding future organic growth, financial expectations, including expectations for Adjusted EBITDA, trends regarding digital modernization spend, expectations regarding post-COVID demand, expected improvements in liquidity, expectations regarding full year revenue and gross margin and the timing of the Company's earnings call.
Forward-looking statements or information are based on several factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although VIQ believes that the expectations reflected in such forward-looking statements or information are reasonable when made, undue reliance should not be placed on forward-looking statements because VIQ 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 press release, assumptions have been made regarding, among other things, recent initiatives and that sales and prospects may provide incremental value for shareholders. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that have been used.
Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, included but not limited to the factors described in greater detail in the “Risk Factors” section of the Company’s annual information form dated March 31, 2022, in the Company’s annual report form on Form 20-F and in the Company’s other materials filed with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission from time to time, available at www.sedar.com and www.sec.gov, respectively.
These factors are not intended to represent a complete list of the factors that could affect the Company, however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release and the Company expressly disclaims any obligations to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.
4
Financial Outlook
This press release contains a financial outlook within the meaning of applicable Canadian securities laws. The financial outlook has been prepared by management of the Company to provide an outlook for the Company's revenue and gross margin for the 2022 fiscal year and may not be appropriate for any other purpose. The financial outlook has been prepared based on a number of assumptions including the assumptions discussed under the heading "Forward-looking Statements" above and assumptions with respect to market conditions, pricing, and demand. The actual results of the Company's operations for any period will likely vary from the amounts set forth in these projections and such variations may be material. The Company and its management believe that the financial outlook has been prepared on a reasonable basis. However, because this information is highly subjective and subject to numerous risks, including the risks discussed and referred to under the heading "Forward-looking Statements" above, it should not be relied on as necessarily indicative of future results.
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VIQ Solutions Inc.
Consolidated Statements of Financial Position
(Expressed in United States dollars, Unaudited)
| June 30, 2022 | December 31, 2021 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | 3,491,907 | $ | 10,583,534 | ||||
| Trade and other receivables, net of allowance for doubtful accounts | 5,794,612 | 5,594,368 | ||||||
| Inventories | 36,744 | 49,557 | ||||||
| Prepaid expenses and deposits | 1,759,941 | 2,054,793 | ||||||
| 11,083,204 | 18,282,252 | |||||||
| Non-current assets | ||||||||
| Restricted cash | 495,187 | 303,945 | ||||||
| Property and equipment | 593,949 | 460,974 | ||||||
| Right of use assets | 907,472 | 1,134,493 | ||||||
| Intangible assets | 13,253,541 | 14,762,140 | ||||||
| Goodwill | 11,963,187 | 12,283,100 | ||||||
| Deferred tax assets | 584,590 | 464,800 | ||||||
| Total assets | $ | 38,881,130 | $ | 47,691,704 | ||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Trade and other payables and accrued liabilities | $ | 7,120,751 | $ | 5,380,701 | ||||
| Income tax payable | 262,393 | 97,784 | ||||||
| Share based payment liability | 132,790 | 551,201 | ||||||
| Derivative warrant liability | 853,278 | 1,862,876 | ||||||
| Current portion of long-term debt | 888,623 | 1,109,713 | ||||||
| Current portion of lease obligations | 251,781 | 287,901 | ||||||
| Current portion of contract liabilities | 1,446,077 | 1,003,187 | ||||||
| 10,955,693 | 10,293,363 | |||||||
| Non-current liabilities | ||||||||
| Deferred tax liability | 1,037,454 | 1,199,266 | ||||||
| Long-term debt | 7,648,396 | 11,999,108 | ||||||
| Long-term contingent consideration | 84,838 | 166,603 | ||||||
| Long-term lease obligations | 767,143 | 900,868 | ||||||
| Other long-term liabilities | 1,016,331 | 1,042,938 | ||||||
| Total liabilities | 21,509,855 | 25,602,146 | ||||||
| Shareholders' Equity | ||||||||
| Capital stock | 72,317,239 | 72,191,764 | ||||||
| Contributed surplus | 5,243,008 | 4,842,208 | ||||||
| Accumulated other comprehensive income | 38,021 | 74,526 | ||||||
| Deficit | (60,226,993 | ) | (55,018,940 | ) | ||||
| Total shareholders’ equity | 17,371,275 | 22,089,558 | ||||||
| Total liabilities and shareholders' equity | $ | 38,881,130 | $ | 47,691,704 | ||||
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VIQ Solutions Inc.
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in United States dollars, Unaudited)
| Three months ended June 30 | Period over Period Change | Six months ended June 30 | Period over Period Change | |||||||||||||||||||||||||||||
| 2022 | 2021 | $ | % | 2022 | 2021 | $ | % | |||||||||||||||||||||||||
| Revenue | 12,351,655 | 8,191,812 | 4,159,843 | 51 | 23,876,636 | 16,446,034 | 7,430,602 | 45 | ||||||||||||||||||||||||
| Cost of sales | 6,257,453 | 4,210,733 | 2,046,720 | 49 | 12,293,385 | 8,447,120 | 3,846,265 | 46 | ||||||||||||||||||||||||
| Gross profit | 6,094,202 | 3,981,079 | 2,113,123 | 53 | 11,583,251 | 7,998,914 | 3,584,337 | 45 | ||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||||||
| Selling and administrative expenses | 6,532,440 | 3,953,046 | 2,579,394 | 65 | 12,668,748 | 7,492,156 | 5,176,592 | 69 | ||||||||||||||||||||||||
| Research and development expenses | 278,357 | 260,010 | 18,347 | 7 | 477,442 | 499,673 | (22,231 | ) | (4 | ) | ||||||||||||||||||||||
| Gain on contingent consideration | (7,489 | ) | 109,269 | (116,758 | ) | (107 | ) | 96,072 | 13,275 | 82,797 | 624 | |||||||||||||||||||||
| Stock-based compensation | 540,580 | 6,687,792 | (6,147,212 | ) | (92 | ) | 1,492,776 | 6,773,787 | (5,281,011 | ) | (78 | ) | ||||||||||||||||||||
| Depreciation | 139,853 | 70,101 | 69,752 | 100 | 275,567 | 143,656 | 131,911 | 92 | ||||||||||||||||||||||||
| Amortization | 1,079,784 | 1,118,014 | (38,230 | ) | (3 | ) | 2,103,414 | 2,292,822 | (189,408 | ) | (8 | ) | ||||||||||||||||||||
| Interest expense | 241,128 | 335,594 | (94,466 | ) | (28 | ) | 580,841 | 667,013 | (86,172 | ) | (13 | ) | ||||||||||||||||||||
| Accretion and other financing costs | 156,307 | 254,712 | (98,405 | ) | (39 | ) | 289,280 | 519,661 | (230,381 | ) | (44 | ) | ||||||||||||||||||||
| Loss on revaluation of options | (355,215 | ) | - | (355,215 | ) | (100 | ) | (1,063,662 | ) | - | (1,063,662 | ) | (100 | ) | ||||||||||||||||||
| Gain on revaluation of RSUs | (134,205 | ) | - | (134,205 | ) | (100 | ) | (308,458 | ) | - | (308,458 | ) | (100 | ) | ||||||||||||||||||
| Gain on revaluation of the derivative warrant liability | (159,964 | ) | - | (159,964 | ) | (100 | ) | (1,046,780 | ) | - | (1,046,780 | ) | (100 | ) | ||||||||||||||||||
| Restructuring Costs | 154,727 | 238,037 | (83,310 | ) | (35 | ) | 169,108 | 360,253 | (191,145 | ) | (53 | ) | ||||||||||||||||||||
| Business acquisition costs | 374,053 | - | 374,053 | - | 395,517 | - | 395,517 | - | ||||||||||||||||||||||||
| Other income | (120 | ) | (4,841 | ) | 4,721 | (98 | ) | (729 | ) | (8,294 | ) | 7,565 | (91 | ) | ||||||||||||||||||
| Foreign exchange loss | 489,803 | 153,400 | 336,402 | (219 | ) | 748,563 | 368,725 | 379,838 | (103 | ) | ||||||||||||||||||||||
| Loss before income taxes | (3,235,837 | ) | (9,194,055 | ) | 5,958,218 | 65 | (5,294,448 | ) | (11,123,813 | ) | 5,829,365 | 52 | ||||||||||||||||||||
| Current income tax expense | (110,135 | ) | (43,348 | ) | (66,787 | ) | 154 | (172,642 | ) | (1,358 | ) | (171,284 | ) | 12,613 | ||||||||||||||||||
| Deferred income tax recovery (expense) | 147,834 | (1,261,259 | ) | 1,409,093 | (112 | ) | 259,037 | (1,040,280 | ) | 1,299,317 | (125 | ) | ||||||||||||||||||||
| Income tax recovery (expense) | 37,699 | (1,304,607 | ) | 1,342,306 | 103 | 86,395 | (1,041,638 | ) | 1,128,033 | 108 | ||||||||||||||||||||||
| Net Loss | (3,198,138 | ) | (10,498,662 | ) | 7,300,525 | 70 | (5,208,053 | ) | (12,165,451 | ) | 6,957,398 | 57 | ||||||||||||||||||||
| Weighted average number of common shares outstanding | ||||||||||||||||||||||||||||||||
| Basic | 28,653,056 | 25,029,019 | 29,890,785 | 24,749,637 | ||||||||||||||||||||||||||||
| Diluted | 28,653,056 | 25,029,019 | 29,890,785 | 24,749,637 | ||||||||||||||||||||||||||||
| Net income (loss) per share | ||||||||||||||||||||||||||||||||
| Basic | (0.11 | ) | (0.42 | ) | (0.17 | ) | (0.49 | ) | ||||||||||||||||||||||||
| Diluted | (0.11 | ) | (0.42 | ) | (0.17 | ) | (0.49 | ) | ||||||||||||||||||||||||
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VIQ Solutions Inc.
Adjusted EBITDA
(Expressed in United States dollars, Unaudited)
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| (unaudited) | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Net Loss | (3,198,138 | ) | (10,498,662 | ) | (5,208,053 | ) | (12,165,451 | ) | ||||||||
| Add: | ||||||||||||||||
| Depreciation | 139,853 | 70,101 | 275,567 | 143,656 | ||||||||||||
| Amortization | 1,079,784 | 1,118,014 | 2,103,414 | 2,292,822 | ||||||||||||
| Interest expense | 241,128 | 335,594 | 580,841 | 667,013 | ||||||||||||
| Current income tax expense | 110,135 | 43,348 | 172,642 | 1,358 | ||||||||||||
| Deferred income tax expense (recovery) | (147,834 | ) | 1,261,259 | (259,037 | ) | 1,040,280 | ||||||||||
| EBITDA | (1,775,072 | ) | (7,670,346 | ) | (2,334,626 | ) | (8,020,322 | ) | ||||||||
| Accretion and other financing costs | 156,307 | 254,712 | 289,280 | 519,661 | ||||||||||||
| Gain on revaluation of options | (355,215 | ) | - | (1,063,662 | ) | - | ||||||||||
| Gain on revaluation of RSUs | (134,205 | ) | - | (308,458 | ) | - | ||||||||||
| Gain on revaluation of the derivative warrant liability | (159,964 | ) | - | (1,046,780 | ) | - | ||||||||||
| Restructuring Costs | 154,727 | 238,037 | 169,108 | 360,253 | ||||||||||||
| Business acquisition costs | 374,053 | - | 395,517 | - | ||||||||||||
| Other income | (120 | ) | (4,841 | ) | (729 | ) | (8,294 | ) | ||||||||
| Stock-based compensation | 540,580 | 6,687,792 | 1,492,776 | 6,773,787 | ||||||||||||
| Foreign exchange loss | 489,803 | 153,400 | 748,563 | 368,725 | ||||||||||||
| Adjusted EBITDA | (709,106 | ) | (341,246 | ) | (1,659,011 | ) | (6,190 | ) | ||||||||
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Non-IFRS Measures
EBITDA, Adjusted EBITDA, and Bookings, are not measures recognized by IFRS and do not have standardized meanings prescribed by IFRS. Therefore, these terms as used by VIQ may not be comparable to similar measures presented by other issuers. Investors are cautioned that EBITDA and Adjusted EBITDA should not be construed as an alternative to net income (loss) as determined in accordance with IFRS.
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. This news release also includes certain measures which have not been prepared in accordance with IFRS such as Adjusted EBITDA, and Bookings.
To evaluate the Company’s operating performance as a complement to results provided in accordance with IFRS, the term “EBITDA” refers to net income (loss) before adjusting earnings for depreciation, amortization, interest expense, and current and deferred income tax expense. The term “Adjusted EBITDA” refers to net income (loss) before adjusting earnings for stock-based compensation, depreciation, amortization, interest expense, accretion and other financing expense, (gain) loss on revaluation of options, (gain) loss on revaluation of restricted share units, gain (loss) on revaluation of derivative warrant liability, restructuring costs, (gain) loss on revaluation of conversion feature liability, loss on repayment of long-term debt, business acquisition costs, impairment of goodwill and intangibles, other expense (income), foreign exchange (gain) loss, and current and deferred income tax expense. We believe that the items excluded from EBITDA and Adjusted EBITDA are not connected to and do not represent the operating performance of the Company. The term “Bookings” refers to the annualized estimated monthly value 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 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.
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, impairment of goodwill and intangibles, 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.
We believe that Bookings is useful supplemental information as it measures 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. While we believe Bookings, in combination with other metrics, is an indicator of our near-term future revenue opportunity, it is not intended to be used as a projection of future revenue. Our calculation of Bookings may differ from similarly titled metrics presented by other companies.
9
For a reconciliation and/or calculation of Adjusted EBITDA and Bookings, please refer to the section entitled "Key Operating Metrics – Non-IFRS Measures" in the Company's management's discussion and analysis for the three and six months ended June 30, 2022, which is available on the Company's SEDAR profile at www.sedar.com.
Trademarks
This press release includes trademarks, such as “NetScribe, and “aiAssist,” which are protected under applicable intellectual property laws and are the property of VIQ. Solely for convenience, our trademarks referred to in this news release may appear without the ® or TM 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 press release, other than those that belong to VIQ, are the property of their respective owners.
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Exhibit 99.2
| VIQ Solutions Inc. | |
Interim Condensed Consolidated Financial Statements
Three and six months ended June 30, 2022 and 2021
(Unaudited)
(Expressed in United States dollars)
VIQ Solutions Inc.
Interim Condensed Consolidated Statements of Financial Position
(Expressed in United States dollars, unaudited)
| June 30, 2022 | December 31, 2021 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | 3,491,907 | $ | 10,583,534 | ||||
| Trade and other receivables, net of allowance for doubtful accounts (notes 5, 6) | 5,794,612 | 5,594,368 | ||||||
| Inventories | 36,744 | 49,557 | ||||||
| Prepaid expenses and deposits | 1,759,941 | 2,054,793 | ||||||
| 11,083,204 | 18,282,252 | |||||||
| Non-current assets | ||||||||
| Restricted cash | 495,187 | 303,945 | ||||||
| Property and equipment | 593,949 | 460,974 | ||||||
| Right of use assets | 907,472 | 1,134,493 | ||||||
| Intangible assets (note 7) | 13,253,541 | 14,762,140 | ||||||
| Goodwill (note 7) | 11,963,187 | 12,283,100 | ||||||
| Deferred tax assets | 584,590 | 464,800 | ||||||
| Total assets | $ | 38,881,130 | $ | 47,691,704 | ||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Trade and other payables and accrued liabilities (note 4) | $ | 7,120,751 | $ | 5,380,701 | ||||
| Income tax payable | 262,393 | 97,784 | ||||||
| Share based payment liability (note 10) | 132,790 | 551,201 | ||||||
| Derivative warrant liability (note 9) | 853,278 | 1,862,876 | ||||||
| Current portion of long-term debt (note 8) | 888,623 | 1,109,713 | ||||||
| Current portion of lease obligations (note 16) | 251,781 | 287,901 | ||||||
| Current portion of contract liabilities | 1,446,077 | 1,003,187 | ||||||
| 10,955,693 | 10,293,363 | |||||||
| Non-current liabilities | ||||||||
| Deferred tax liability | 1,037,454 | 1,199,266 | ||||||
| Long-term debt (note 8) | 7,648,396 | 11,999,108 | ||||||
| Long-term contingent consideration (note 4) | 84,838 | 166,603 | ||||||
| Long-term lease obligations (note 16) | 767,143 | 900,868 | ||||||
| Other long-term liabilities | 1,016,331 | 1,042,938 | ||||||
| Total liabilities | 21,509,855 | 25,602,146 | ||||||
| Shareholders' Equity | ||||||||
| Capital stock (note 10) | 72,317,239 | 72,191,764 | ||||||
| Contributed surplus | 5,243,008 | 4,842,208 | ||||||
| Accumulated other comprehensive income | 38,021 | 74,526 | ||||||
| Deficit | (60,226,993 | ) | (55,018,940 | ) | ||||
| Total shareholders’ equity | 17,371,275 | 22,089,558 | ||||||
| Total liabilities and shareholders' equity | $ | 38,881,130 | $ | 47,691,704 | ||||
Subsequent events (note 20)
See accompanying notes to interim condensed consolidated financial statements.
| Approved by the Board | Signed “Larry Taylor” | Signed “Sebastien Paré” | ||
| Larry Taylor, Director | Sebastien Paré, CEO and Director |
2
VIQ Solutions Inc.
Interim Condensed Consolidated Statements of Loss and Comprehensive Loss
(Expressed in United States dollars, unaudited)
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue (note 15) | $ | 12,351,655 | $ | 8,191,812 | $ | 23,876,636 | $ | 16,446,034 | ||||||||
| Cost of Sales | 6,257,453 | 4,210,733 | 12,293,385 | 8,447,120 | ||||||||||||
| Gross Profit | 6,094,202 | 3,981,079 | 11,583,251 | 7,998,914 | ||||||||||||
| Expenses | ||||||||||||||||
| Selling and administrative expenses | 6,532,440 | 3,953,046 | 12,668,748 | 7,492,156 | ||||||||||||
| Research and development expenses | 278,357 | 260,010 | 477,442 | 499,673 | ||||||||||||
| Stock based compensation (note 11) | 540,580 | 6,687,792 | 1,492,776 | 6,773,787 | ||||||||||||
| Gain on revaluation of options (note 11) | (355,215 | ) | – | (1,063,662 | ) | – | ||||||||||
| Gain on revaluation of RSUs (note 11) | (134,205 | ) | – | (308,458 | ) | – | ||||||||||
| Foreign exchange loss (note 17) | 489,803 | 153,400 | 748,563 | 368,725 | ||||||||||||
| Depreciation | 139,853 | 70,101 | 275,567 | 143,656 | ||||||||||||
| Amortization (note 7) | 1,079,784 | 1,118,014 | 2,103,414 | 2,292,822 | ||||||||||||
| 8,571,397 | 12,242,363 | 16,394,390 | 17,570,819 | |||||||||||||
| Loss before undernoted items | (2,477,195 | ) | (8,261,284 | ) | (4,811,139 | ) | (9,571,905 | ) | ||||||||
| Interest expense | (241,128 | ) | (335,594 | ) | (580,841 | ) | (667,013 | ) | ||||||||
| Accretion and other financing costs (note 8) | (156,307 | ) | (254,712 | ) | (289,280 | ) | (519,661 | ) | ||||||||
| Gain (loss) on contingent consideration (note 4) | 7,489 | (109,269 | ) | (96,072 | ) | (13,275 | ) | |||||||||
| Gain on revaluation of the derivative warrant liability (note 9) | 159,964 | – | 1,046,780 | – | ||||||||||||
| Restructuring costs | (154,727 | ) | (238,037 | ) | (169,108 | ) | (360,253 | ) | ||||||||
| Business acquisition costs | (374,053 | ) | – | (395,517 | ) | – | ||||||||||
| Other income | 120 | 4,841 | 729 | 8,294 | ||||||||||||
| (3,235,837 | ) | (9,194,055 | ) | (5,294,448 | ) | (11,123,813 | ) | |||||||||
| Current income tax expense | (110,135 | ) | (43,348 | ) | (172,642 | ) | (1,358 | ) | ||||||||
| Deferred income tax recovery (expense) | 147,834 | (1,261,259 | ) | 259,037 | (1,040,280 | ) | ||||||||||
| Income tax recovery (expense) | 37,699 | (1,304,607 | ) | 86,395 | (1,041,638 | ) | ||||||||||
| Net loss for the period | $ | (3,198,138 | ) | $ | (10,498,662 | ) | $ | (5,208,053 | ) | $ | (12,165,451 | ) | ||||
| Exchange gain (loss) on translating foreign operations | (449,303 | ) | 101,642 | (36,505 | ) | 266,034 | ||||||||||
| Comprehensive loss for the period | $ | (3,647,441 | ) | $ | (10,397,020 | ) | $ | (5,244,558 | ) | $ | (11,899,417 | ) | ||||
| Net loss per share (note 12) | ||||||||||||||||
| Basic | (0.11 | ) | (0.42 | ) | (0.17 | ) | (0.49 | ) | ||||||||
| Diluted | (0.11 | ) | (0.42 | ) | (0.17 | ) | (0.49 | ) | ||||||||
| Weighted average number of common shares outstanding - basic (note 12) | 28,653,056 | 25,029,019 | 29,890,785 | 24,749,637 | ||||||||||||
| Weighted average number of common shares outstanding - diluted (note 12) | 28,653,056 | 25,029,019 | 29,890,785 | 24,749,637 | ||||||||||||
See accompanying notes to interim condensed consolidated financial statements.
3
VIQ Solutions Inc.
Interim Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in United States dollars, unaudited)
| Capital stock | Contributed | Accumulated other comprehensive | Total | |||||||||||||||||||||
| 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 period | – | – | – | (5,208,053 | ) | (36,505 | ) | (5,244,558 | ) | |||||||||||||||
| Shares issued due to exercise of restricted share units (note 10) | 81,678 | 125,475 | (125,122 | ) | – | – | 353 | |||||||||||||||||
| Stock-based compensation (note 11) | – | – | 525,922 | – | – | 525,922 | ||||||||||||||||||
| Balance as at June 30, 2022 | $ | 29,963,395 | $ | 72,317,239 | $ | 5,243,008 | $ | (60,226,993 | ) | $ | 38,021 | $ | 17,371,275 | |||||||||||
| Capital stock | Contributed | Accumulated other comprehensive | Total | |||||||||||||||||||||
| Number | Amount | surplus | Deficit | income (loss) | equity | |||||||||||||||||||
| Balance as at December 31, 2020 | 23,591,427 | $ | 50,234,551 | $ | 4,970,945 | $ | (35,340,191 | ) | $ | (78,906 | ) | $ | 19,786,399 | |||||||||||
| Comprehensive loss for the period | – | – | – | (12,165,451 | ) | 266,034 | (11,899,417 | ) | ||||||||||||||||
| Issuance cost reimbursement | – | 1,673 | – | – | – | 1,673 | ||||||||||||||||||
| Shares issued due to exercise of stock options (note 10) | 178,333 | 322,547 | (119,690 | ) | – | – | 202,857 | |||||||||||||||||
| Shares issued due to exercise of warrants and warrant repricing (note 10) | 1,123,878 | 2,746,706 | (654,430 | ) | – | – | 2,092,276 | |||||||||||||||||
| Shares issued due to exercise of restricted share units (note 10) | 724,686 | 5,325,354 | (5,999,951 | ) | – | – | (674,597 | ) | ||||||||||||||||
| Stock-based compensation (note 11) | – | – | 6,603,345 | – | – | 6,603,345 | ||||||||||||||||||
| Balance as at June 30, 2021 | 25,618,324 | $ | 58,630,831 | $ | 4,800,219 | $ | (47,505,642 | ) | $ | 187,128 | $ | 16,112,536 | ||||||||||||
See accompanying notes to interim condensed consolidated financial statements.
4
VIQ Solutions Inc.
Interim Condensed Consolidated Statements of Cashflow
(Expressed in United States dollars, unaudited)
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Cash provided by (used in) | ||||||||||||||||
| Operating activities | ||||||||||||||||
| Net loss for the period | $ | (3,198,138 | ) | $ | (10,498,662 | ) | $ | (5,208,053 | ) | $ | (12,165,451 | ) | ||||
| Items not affecting cash: | ||||||||||||||||
| Depreciation | 139,853 | 70,101 | 275,567 | 143,656 | ||||||||||||
| Amortization | 1,079,784 | 1,118,014 | 2,103,414 | 2,292,822 | ||||||||||||
| Stock-based compensation (note 11) | 540,580 | 6,687,792 | 1,492,776 | 6,773,787 | ||||||||||||
| Accretion and other financing costs (note 8) | 156,307 | 254,712 | 289,280 | 519,661 | ||||||||||||
| Interest expense (note 8) | 240,622 | 335,594 | 580,336 | 667,013 | ||||||||||||
| Income tax (recovery) expense | (37,699 | ) | 1,304,607 | (86,395 | ) | 1,041,638 | ||||||||||
| Gain (loss) on contingent consideration (note 4) | (7,489 | ) | 109,269 | 96,072 | 13,275 | |||||||||||
| Gain (loss) on revaluation of options, RSUs, and derivative warrant liability | (649,384 | ) | – | (2,418,900 | ) | – | ||||||||||
| Other income (expense) | 609 | (4,841 | ) | – | (8,294 | ) | ||||||||||
| Foreign exchange loss (note 17) | 489,803 | 153,400 | 748,563 | 368,725 | ||||||||||||
| Unrealized foreign exchange (gain) loss | (55,644 | ) | 347,789 | 11,745 | 350,884 | |||||||||||
| Changes in non-cash operating working capital (note 13) | 2,304,680 | (2,470,697 | ) | 2,225,780 | (3,498,066 | ) | ||||||||||
| Cash provided by (used in) operating activities | 1,003,884 | (2,592,922 | ) | 110,185 | (3,500,350 | ) | ||||||||||
| Investing activities | ||||||||||||||||
| Purchase of property and equipment | (221,424 | ) | (34,707 | ) | (237,886 | ) | (42,247 | ) | ||||||||
| Earn out payment | (83,427 | ) | (358,674 | ) | (193,504 | ) | (745,501 | ) | ||||||||
| Development costs related to internally generated intangible assets (note 7) | (453,193 | ) | (569,011 | ) | (913,594 | ) | (1,101,309 | ) | ||||||||
| Employee loan advancement | – | 518,431 | – | – | ||||||||||||
| Change in restricted cash | – | 1,244 | (234,286 | ) | (49,593 | ) | ||||||||||
| Cash used in investing activities | (758,044 | ) | (442,717 | ) | (1,579,270 | ) | (1,938,650 | ) | ||||||||
| Financing activities | ||||||||||||||||
| Issuance cost reimbursement | – | – | – | 1,673 | ||||||||||||
| Proceeds from exercise of stock options (note 10) | – | – | – | 202,857 | ||||||||||||
| Proceeds from exercise of warrants (note 10) | – | – | – | 2,092,276 | ||||||||||||
| Payment of amendment fees on debt (note 8) | – | – | (239,880 | ) | – | |||||||||||
| Repayment of debt (note 8) | (190,943 | ) | (228,391 | ) | (4,443,454 | ) | (609,548 | ) | ||||||||
| Repayment of lease obligations (note 16) | (79,922 | ) | (60,687 | ) | (117,321 | ) | (105,955 | ) | ||||||||
| Payment of interest on debt (note 8) | (9,322 | ) | (324,878 | ) | (631,286 | ) | (636,787 | ) | ||||||||
| Payment of interest on lease obligations (note 16) | (26,102 | ) | (7,042 | ) | (54,991 | ) | (14,819 | ) | ||||||||
| Cash provided by (used in) financing activities | (306,289 | ) | (620,998 | ) | (5,486,932 | ) | 929,697 | |||||||||
| Net decrease in cash for the period | (60,449 | ) | (3,656,637 | ) | (6,956,017 | ) | (4,509,303 | ) | ||||||||
| Cash, beginning of period | 3,720,281 | 16,020,297 | 10,583,534 | 16,835,671 | ||||||||||||
| Effect of exchange rate changes on cash | (167,925 | ) | 11,166 | (135,610 | ) | 48,458 | ||||||||||
| Cash, end of period | $ | 3,491,907 | $ | 12,374,826 | $ | 3,491,907 | $ | 12,374,826 | ||||||||
See accompanying notes to interim condensed consolidated financial statements.
5
VIQ Solutions Inc.
Notes to Interim Condensed 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.
| 2. | Basis of preparation |
| (a) | Statement of compliance |
The Company prepares its interim condensed consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”), IAS 34, Interim Financial Reporting and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations, as issued by the International Accounting Standards Board (“IASB”) and using the same accounting policies as described in the Company’s December 31, 2021 consolidated financial statements. The preparation of the interim condensed 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 interim condensed consolidated financial statements, are disclosed in note 3.
The accounting policies applied in these interim condensed consolidated financial statements are based on IFRS issued as at August 10, 2022, the date the Board of Directors approved the interim condensed consolidated financial statements.
| (b) | Basis of preparation |
The notes presented in these interim condensed consolidated financial statements include only significant changes and transactions occurring since the Company’s last year end and are not fully inclusive of all disclosures required by International Financial Reporting Standards (“IFRS”). These interim condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements, including the notes thereto, for the years ended December 31, 2021 and 2020. The interim condensed 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.
6
VIQ Solutions Inc.
Notes to Interim Condensed 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 interim condensed 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 |
The exchange rates used were as follows:
| USD / CAD exchange rate | June 30, 2022 | December 31, 2021 | June 30, 2021 | |||||||||
| Closing at the reporting date | 0.7756 | 0.7874 | 0.8066 | |||||||||
| Average rate for the period | 0.7835 | 0.7976 | 0.8138 | |||||||||
| USD / AUD exchange rate | June 30, 2022 | December 31, 2021 | June 30, 2021 | |||||||||
| Closing at the reporting date | 0.6891 | 0.7261 | 0.7506 | |||||||||
| Average rate for the period | 0.7147 | 0.7525 | 0.7695 | |||||||||
| USD / GBP exchange rate | June 30, 2022 | December 31, 2021 | June 30, 2021 | |||||||||
| Closing at the reporting date | 1.2146 | 1.3510 | 1.3835 | |||||||||
| Average rate for the period | 1.2570 | 1.3762 | 1.3970 | |||||||||
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 interim condensed consolidated statements of loss and comprehensive loss.
7
VIQ Solutions Inc.
Notes to Interim Condensed 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 balance sheet, 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 translation adjustments.
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 judgements |
The preparation of the interim condensed 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 interim condensed 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 interim condensed 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 interim condensed consolidated financial statements for the period ended June 30, 2022. 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 interim condensed 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.
| 3. | Significant accounting policies |
| i) | Significant accounting policies, estimates and judgements |
The preparation of the financial statements in accordance with IAS 34 requires management to make estimates and assumptions that affect the amounts reported in the interim condensed consolidated financial statements and notes to the interim condensed consolidated financial statements. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Actual results may differ from those estimates. Significant estimates and judgments made by the Company include the valuation of acquired intangible assets, the determination of the recoverable amount of goodwill and non-financial assets, amounts recorded as provisions, recognition of deferred tax assets, the provision for long-term service leave and other employee benefits, contingent consideration, stock based compensation, derivative warrant liabilities and the determination of functional currency.
| ii) | New Accounting Pronouncements Adopted in 2022 |
We adopted the following accounting amendments that were effective for our interim and annual consolidated financial statements commencing January 1, 2022. The adoption of these standards did not have a material impact on our financial results for the six months ended June 30, 2022 and are not expected to have a material impact in the future.
| · | 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. |
| · | Amendments to IAS 16, Property, Plant and Equipment: Proceeds before intended use, prohibiting reducing the cost of property, plant and equipment by proceeds while bringing an asset to capable operations. |
| · | 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. |
8
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
| (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. 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 and will not be early adopting.
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. 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 and will not be early adopting.
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 and will not be early adopting
Other Standards
The following new and amended standards are not expected to have a significant impact on the Company’s consolidated financial statements.
| · | Amendments to IAS 1, Presentation of Financial Statements - Classification of Liabilities as Current or Noncurrent, clarifying the classification requirements in the standard for liabilities as current or non-current (January 1, 2023) |
| 4. | 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. The acquisition was funded by utilizing cash on hand. As part of this transaction, an estimated $150,000 is to be paid as contingent consideration via a performance-based earn-out payable over seven months. The maximum contingent consideration to be paid is $150,000. At the date of acquisition, contingent consideration was measured on an undiscounted cash flow basis as amounts will be paid within seven months. The acquisition was funded by utilizing cash on hand and $7,496,856 was paid during 2021.
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.
9
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
The total consideration for the acquisitions and the purchase price allocation are as follows:
| Measurement | ||||
| Auscript (preliminary) | ||||
| Consideration | ||||
| Cash | $ | 7,496,856 | ||
| Contingent consideration | 150,000 | |||
| Total Consideration | $ | 7,646,856 | ||
| Identifiable assets acquired and liabilities assumed | ||||
| Trade and other receivables net of allowance for doubtful accounts | 2,124,687 | |||
| Prepaid expenses and deposits | 168,009 | |||
| Property and equipment | 283,394 | |||
| Right of use assets | 912,910 | |||
| Trade and other payable and accrued liabilities | (1,886,414 | ) | ||
| Current portion of contract liabilities | (44,313 | ) | ||
| Lease obligations | (911,101 | ) | ||
| Deferred tax liability | (852,557 | ) | ||
| Customer relationships | 2,552,075 | |||
| Non-compete | 57,030 | |||
| Brand | 734,256 | |||
| Goodwill | $ | 4,508,880 | ||
The valuations of the property and equipment and intangible assets acquired are still under evaluation and as such the business combinations have been accounted for on a provisional basis. The Company is still assessing the future attrition and growth rates as it relates to the Customer relationships acquired. Fair values assigned to these assets and liabilities may be subsequently adjusted with a corresponding adjustment to goodwill prior to one year after the date of acquisition, which is December 13, 2022.
2020 Acquisition:
On February 26, 2020, the Company through its US subsidiary VIQ Services Inc., acquired 100% of the shares of WordZ. WordZ was 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 percent.
The contingent consideration of WordZ is adjusted based on the revision of the estimated quarterly revenue target achievements, due to decline and/or incline in operational performance. During the three and six months ended June 30, 2022, the Company reported a gain on contingent consideration of $7,489 and a loss on contingent consideration of $96,072 respectively (three and six months ended June 30, 2021 – loss of $109,269 and loss of $13,275 respectively for a reduction in the earnout payable) for the additional earnout payable and reduction in payable. Additionally, accretion expense of $17,555 and $31,014 (three and six months ended June 30, 2021 - $122,500 and $256,788 respectively ) was recorded for WordZ during the three and six months ended June 30, 2022. During the three and six months ended June 30, 2022, earnout payment of $83,427 and $193,504 were paid respectively to the previous owners of WordZ (2021 - $745,501).
10
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
As at June 30, 2022, total contingent consideration payable to WordZ sellers is $471,225 (December 31, 2021 - $523,926), of which $386,387 (December 31, 2021 - $357,323) is recorded as trade and other payables and accrued liabilities, and $84,838 has been recorded as long-term contingent consideration (December 31, 2021 - $166,603).
| 5. | Trade and other receivables |
| June 30, 2022 | December 31, 2021 | |||||||
| Trade accounts receivable | $ | 4,927,719 | $ | 4,423,315 | ||||
| Other receivable (note 6) | 1,172,746 | 1,487,255 | ||||||
| Less: allowance for doubtful accounts | (305,853 | ) | (316,202 | ) | ||||
| $ | 5,794,612 | $ | 5,594,368 | |||||
As at June 30, 2022, other receivable relates to unbilled revenue of $1,018,833 (December 31, 2021 - $807,067), government assistance receivable of $nil (December 31, 2021 – $574,703) note 6) and sales tax receivable and other receivables of $165,513 (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 three and six months ended June 30, 2022, there were no government wage subsidies (three and six months ended June 30, 2021 - $19,310) recognized as a reduction to the related payroll expenses in the interim condensed 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 $225,453 during the three and six months ended June 30, 2022 (three and six months ended June 30, 2021 - $361,065 and $530,150, respectively).
As at June 30, 2022, there is no outstanding balance reported on the consolidated statement 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 six months ended June 30, 2022.
11
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
| 7. | Intangible assets and goodwill |
Details of the Company’s intangible assets as of June 30, 2022 are listed as follows:
| Balance January 1, 2022 | Additions | Foreign exchange | Balance June 30, 2022 | |||||||||||||
| Cost | ||||||||||||||||
| Customer relationships | $ | 15,459,158 | – | (245,160 | ) | $ | 15,213,998 | |||||||||
| Technology | 470,000 | – | – | 470,000 | ||||||||||||
| Non-compete | 176,140 | – | (47,699 | ) | 128,441 | |||||||||||
| Brand | 2,375,539 | – | (9,251 | ) | 2,366,288 | |||||||||||
| Patents | 15,232 | – | – | 15,232 | ||||||||||||
| Internally generated intangible assets | 9,371,951 | 913,594 | (160,092 | ) | 10,125,453 | |||||||||||
| $ | 27,868,020 | 913,594 | (462,202 | ) | $ | 28,319,412 | ||||||||||
| Accumulated amortization | ||||||||||||||||
| Customer relationships | 6,361,535 | 1,362,497 | (13,836 | ) | 7,710,196 | |||||||||||
| Technology | 290,499 | 47,000 | – | 337,499 | ||||||||||||
| Non-compete | 56,743 | 277,262 | (10,093 | ) | 323,912 | |||||||||||
| Brand | 349,495 | 91,691 | (11,723 | ) | 429,463 | |||||||||||
| Patents | – | – | – | – | ||||||||||||
| Internally generated intangible assets | 6,047,608 | 324,964 | (107,771 | ) | 6,264,801 | |||||||||||
| 13,105,880 | 2,103,414 | (143,423 | ) | 15,065,871 | ||||||||||||
| Net book value | $ | 14,762,140 | $ | 13,253,541 | ||||||||||||
Details of the Company’s goodwill as of June 30, 2022 are listed as follows:
Balance January 1, 2022 | Foreign exchange | Balance June 30, 2022 | ||||||||||
| VIQ Solutions PTY Ltd. | $ | 612,574 | (30,980 | ) | $ | 581,594 | ||||||
| Dataworxs | 141,504 | (2,121 | ) | 139,383 | ||||||||
| Net Transcripts | 1,575,511 | – | 1,575,511 | |||||||||
| Transcription Express | 1,516,904 | – | 1,516,904 | |||||||||
| HomeTech | 477,860 | – | 477,860 | |||||||||
| ASC (VIQ Media Transcription) | 2,614,802 | – | 2,614,802 | |||||||||
| The Transcription Agency LLP | 763,597 | (68,426 | ) | 695,171 | ||||||||
| Auscript | 4,580,348 | (218,386 | ) | 4,361,962 | ||||||||
| $ | 12,283,100 | $ | (319,913 | ) | $ | 11,963,187 | ||||||
12
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
| 8. | Long-term debt |
| June 30, 2022 | December 31, 2021 | |||||||
| Crown Capital Funding Partner LP Note Payable (a) | $ | 7,589,459 | $ | 11,781,127 | ||||
| Unsecured HomeTech interest-free promissory note (b) | 346,257 | 443,322 | ||||||
| Unsecured WordZ 5% promissory note (b) | 601,303 | 770,103 | ||||||
| U.S. Paycheck Protection Program loan (c) | – | 114,269 | ||||||
| Less current portion of long term debt | (888,623 | ) | (1,109,713 | ) | ||||
| $ | 7,648,396 | $ | 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 $11,634,000 (CAD$15,000,000) bearing an interest rate of 10 percent 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 previously issued 450,000 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 the long-term payable is added to the Company’s outstanding principal. These fees accrue interest at 10 percent and repayment is due on November 28, 2023. During the three and six months ended June 30, 2022, the Company recorded interest expense of $204,320 and $504,973 respectively (three and six months ended June 30, 2021 - $313,469 and $614,254 respectively).
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 three and six months ended June 30, 2022, there was $110,515 and $198,157 recorded respectively (three and six months ended June 30, 2021 - $88,252 and $173,193) as accretion and other financing expense related to the note payable in the interim condensed consolidated statements of loss and comprehensive loss.
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). The interest on the Crown Debt facility remained at 10% annual interest and future interest payments were reduced due to the principal repayment. 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 ending 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 ending June 30, 2022, September 30, 2022 and December 31, 2022. As at June 30, 2022, the Company was in compliance with the additional financial covenants. Please see note 20 for subsequent events related to amendment to financial covenants.
13
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
The Company will recognize modification gains or losses over the remaining term of the liability and a new effective interest rate will be derived. The amendment fee paid was included in the carrying amount of the liability and will be amortized over the remaining term of the modified debt.
Term and repayment schedule Crown Capital Debt Facility (CAD)
Balance at June 30, 2022 | $ | 10,450,000 | ||
| Interest payable Sept 30, 2022 | 263,397 | |||
| Interest payable Dec 31, 2022 | 263,397 | |||
| Interest payable Mar 31, 2023 | 257,671 | |||
| Interest payable Jun 30, 2023 | 260,534 | |||
| Interest payable Sept 30, 2023 | 263,397 | |||
| Interest payable Nov 28, 2023 | 168,917 | |||
| Principal payment Nov 28, 2023 | 10,450,000 |
| (b) | Unsecured Promissory Notes |
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. For the six months ended June 30, 2022, the Company repaid a total principal of $120,000 (six months ended June 30, 2021 - $120,000). 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. The Company recorded an accretion expense of $10,780 and $22,934 for the three and six months ended June 30, 2022, respectively (three and six months ended June 30, 2021 - $17,274 and $34,549 respectively).
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. During the three and six months ended June 30, 2022, the Company recorded interest expense of $8,063 and $17,301 respectively (three and six months ended June 30, 2021 – 13,072 and $27,204 respectively) and accretion expense of $17,456 and $37,175 respectively (three and six months ended June 30, 2021 - $26,688 and $55,133). In addition, the Company repaid $203,417 (2021 – $209,017) during the six months ended June 30, 2022.
| (c) | U.S. Paycheck Protection Program Loan |
During the six months ended June 30, 2022, the Company repaid $114,269 of the loan balance (2021 - $nil).
| 9. | Derivative warrant liability |
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 common share of the Company (a “Common Share”) 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 entitle shareholder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $5.00. The Warrants will be exercisable beginning on March 15, 2022 and will expire five years from the issuance date on September 14, 2026.
14
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
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 the Warrants issued pursuant to the Offering is 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 is deemed to be variable.
The derivative warrant liabilities are measured at fair value with changes in fair value recognized in the interim condensed consolidated statements of loss and comprehensive loss at each period-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 the contractual term. The following are assumptions used by the Company to fair value at initial recognition and:
| Six months ended June 30, 2022 | ||||||||||||
| Derivative warrant liabilities | ||||||||||||
| June 30, 2022 Period-End | December 31, 2021 Period-End | September 15, 2021 Initial Recognition | ||||||||||
| Fair value (CAD) | $ | 0.52 | $ | 1.12 | $ | 1.93 | ||||||
| Share price (CAD) | $ | 1.76 | $ | 3.11 | $ | 4.43 | ||||||
| Exercise price (CAD) | $ | 6.25 | $ | 6.35 | $ | 6.33 | ||||||
| Expected volatility | 73.51 | % | 64.72 | % | 62.06 | % | ||||||
| Option life (years) | 4.21 | 4.71 | 5.0 | |||||||||
| Expected dividends | 0 | % | 0 | % | 0 | % | ||||||
For the three and six months ended June 30, 2022, a gain on revaluation of derivative warrant liabilities was recorded in the amount of $159,964 and $1,046,780 respectively (three and six months ended June 30, 2021 - $nil and $nil). As at June 30, 2022, there were 2,117,647 warrants outstanding and nil exercised (December 31, 2021 – nil warrants outstanding).
| 10. | 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 which, 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 which 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.
15
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
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.
No equity incentive securities have been granted under the Legacy Plans for the six months ended June 30, 2022 (December 31, 2021 – nil stock options granted).
Common Shares
The Company’s authorized capital consists of an unlimited number of common shares with no par value. As at June 30, 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 | 128,750 | |||||
| $2.20 - $3.10 | January 2024 – December 2024 | 247,017 | ||||||
| $3.13 | January 2025 – December 2025 | 396,000 | ||||||
| Options – Omnibus Equity Incentive Plan | $8.84 | January 2031 – June 2031 | 18,000 | |||||
| $2.80 - $2.99 | January 2031 – December 2031 | 325,000 | ||||||
| $1.35 | January 2032 – December 2032 | 236,563 | ||||||
| Deferred share units – Legacy Plan | $1.20 | N/A | 66,667 | |||||
| Restricted share units – Omnibus Equity Incentive Plan | N/A | January 2024 – December 2024 | 25,000 | |||||
| N/A | January 2031 – June 2031 | 171,017 | ||||||
| N/A | N/A | 134,262 | ||||||
| Performance share units – Omnibus Equity Incentive Plan | N/A | N/A | 195,000 | |||||
Warrants
During the three and six months ended June 30, 2022, there were no warrants exercised (three and six months ended June 30, 2021 – nil, and 1,123,878 respectively) for $nil proceeds (three and six months ended June 30, 2021 - $nil, and $2,092,276 respectively). During the three and six months ended June 30, 2022, there were no warrants issued under the Legacy plans (three and six months ended June 30, 2021 – nil).
As at June 30, 2022, there were no warrants outstanding other than those classified as derivative warrant liabilities in Note 9 (2021 – nil).
16
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
Stock Option Plan
The Company has an incentive stock option plan for its directors, officers, employees, and contractors. The Company's stock option plan allows for the granting of options (and Deferred Share Units 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 |
During the three and six months ended June 30, 2022, 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 has 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 at June 30, 2022, the Company had no options outstanding that are to be cash-settled as these options were all forfeited.
The forfeiture resulted in a reversal of stock based compensation of $445,821.
As at June 30, 2022, 771,767 options were vested related to the legacy plan (December 31, 2021 – 749,267) with a weighted average exercise price of CAD $2.89 per share (December 31, 2021 – CAD $3.16).
As at June 30, 2022, 18,500 options were vested related to the Omnibus Equity Incentive plan (December 31, 2021 – 46,500) with a weighted average exercise price of CAD $8.84 per share (December 31, 2021 – CAD $8.84).
During the three months and six months ended June 30, 2022, the Company granted 236,563 stock options to directors, officers, employees, and contractors (three and six months ended June 30, 2021 – 790,086). The Company utilized the Black-Scholes option pricing model to fair value the stock options granted and included the following assumptions:
| Six months ended June 30th, 2022 | Six months ended June 30th, 2021 | |||
| Omnibus Equity Incentive Plan | Omnibus Equity Incentive Plan | |||
| Fair value at grant date | $1.32 | $7.29 | ||
| Share price at grant date | $1.32 | $8.93 | ||
| Exercise price | $1.35 | $8.84 - $8.93 | ||
| Expected volatility | 62.47% - 64.17% | 81.60% | ||
| Option life | 5.5 – 6.5 | 10.0 | ||
| Expected dividends | 0% | 0% | ||
| Risk-free interest rate (based on government bonds) | 2.91% | 1.38% |
During the three and six months ended June 30, 2022, nil options were exercised (three and six months ended June 30, 2021 – nil and 178,333 respectively), for $nil proceeds (three and six months ended June 30, 2021 - $nil and $202,857 respectively). There were 809,586 and nil stock options forfeited during the three and six months ended June 30, 2022 (three and six months ended June 30, 2021 – nil). There were 72,000 stock options that expired during the three and six months ended June 30, 2022 (three and six months ended June 30, 2021 – nil).
17
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
The following information applies to stock options outstanding and exercisable per the legacy plan as at June 30, 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 | 128,750 | 1.4 years | $ | 3.01 | 128,750 | $ | 3.01 | |||||||||||
| $2.20 - $3.10 | 247,017 | 2.0 years | $ | 2.44 | 247,017 | $ | 2.44 | |||||||||||
| $3.13 | 396,000 | 2.8 years | $ | 3.13 | 396,000 | $ | 3.13 | |||||||||||
| 771,767 | 2.3 years | $ | 2.89 | 771,767 | $ | 2.89 | ||||||||||||
The following information applies to stock options outstanding and exercisable per the Omnibus Equity Incentive plan as at June 30, 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) | |||||||||||||
| $1.35 | 236,563 | 9.9 years | $ | 1.35 | 57,813 | $ | 1.35 | |||||||||||
| $2.80 - $2.99 | 325,000 | 9.5 years | $ | 2.90 | - | - | ||||||||||||
| $8.84 – $8.93 | 18,000 | 9.0 years | $ | 8.84 | 18,000 | $ | 8.84 | |||||||||||
| 579,563 | 9.4 years | $ | 2.45 | 75,813 | $ | 3.13 | ||||||||||||
Deferred Share Units Plan
In 2015, the Company established a Deferred Share Units (“DSUs”) 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 Stock Option and DSU plans in aggregate as at June 30, 2022 were 2,996,340 (December 31, 2021 – 2,988,172) of which 1,351,330 were outstanding stock options, 66,667 were outstanding DSUs, 330,279 were outstanding RSUs, and 195,000 of outstanding PSUs for a total of 1,943,275 (December 31, 2021 – 2,259,036).
The Company did not grant any DSU’s to Directors of the Company during the three and six months ended June 30, 2022 (three and six months ended June 30, 2021 – nil).
Restricted Share Units Plan
Under the Omnibus Equity Incentive Plan, the Company established a Restricted Share Units Plan. RSUs have a term not exceeding ten years to indefinite expiry when granted, can be fully vested or vest as follows:
| · | 1/3 after one year |
| · | 1/3 after two years |
| · | 1/3 after three years |
18
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
During the three and six months ended June 30, 2022, certain RSU 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 payment and recorded a share based liability. As at June 11, 2021, the Company initially recorded a share-based payment liability of $36,219 related to the RSUs that are deemed to be cash-settled share-based payments.
During the three and six months ended June 30, 2022, 253,974 RSUs were granted to directors, officers, employees, and contractors. 183,974 RSUs were vested and 119,712 RSUs were exercised (three and six months ended June 30, 2021 – 998,378 were granted, 842,861 were vested, and 821,679 were exercised). The Company utilized the Black-Scholes option pricing model to initially fair value the RSUs granted and included the following assumptions:
| Six months ended, June 30, 2022 | Six months ended June 30, 2021 | |||||||
Omnibus Equity Incentive Plan | Omnibus Equity Incentive Plan | |||||||
| Fair value (CAD) | $ | 1.32 | $ | 8.93 | ||||
| Share price (CAD) | $ | 1.32 | $ | 8.93 | ||||
| Exercise price (CAD) | N/A | N/A | ||||||
| Expected volatility | 64.17 | % | 81.58 | % | ||||
| Option life (years) | N/A | 10.0 | ||||||
| Expected dividends | 0 | % | 0 | % | ||||
| Risk-free interest rate (based on government bonds) | 2.91 | % | 1.38 | % | ||||
As a result of measuring 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 $134,205 and $308,458 for during the three and six months ended June 30, 2022 (three and six months ended 2021 – $nil). The significant inputs used in the Black-Scholes option pricing model were as follows:
| Three months ended June 30, 2022 | Year ended December 31, 2021 | Three months ended June 30, 2021 | ||||||||||
Omnibus Equity Incentive Plan | Omnibus Equity Incentive Plan | Omnibus Equity Incentive Plan | ||||||||||
| Fair value (CAD) | $ | 1.76 | $ | 3.11 | N/A | |||||||
| Share price (CAD) | $ | 1.76 | $ | 3.11 | N/A | |||||||
| Exercise price (CAD) | N/A | N/A | N/A | |||||||||
| Expected volatility | 80.65 | % | 83.07 | % | N/A | |||||||
| Option life (years) | 8.95 | 9.5 | N/A | |||||||||
| Expected dividends | 0 | % | 0 | % | N/A | |||||||
| Risk-free interest rate (based on government bonds) | 3.23 | % | 1.42 | % | N/A | |||||||
Performance Share Units Plan
Under the Omnibus Equity Incentive Plan, the Company established a Performance Share Units Plan (“PSU”). The PSUs have an indefinite term when granted and vest 100% after one year if the performance vesting conditions are met. As at June 30, 2022, the Company has determined that it is probable that the performance vesting condition will be met by the respective employees.
19
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
During the three and six months ended June 30, 2022, 195,000 PSUs were granted to employees. The Company utilized the Black-Scholes option pricing model to initially fair value the PSUs granted and included the following assumptions:
| Three and six months ended, June 30, 2022 | ||||
Omnibus Equity Incentive Plan | ||||
| Fair value (CAD) | $ | 1.32 | ||
| Share price (CAD) | $ | 1.32 | ||
| Exercise price (CAD) | N/A | |||
| Expected volatility | 64.17 | % | ||
| Option life (years) | N/A | |||
| Expected dividends | 0 | % | ||
| Risk-free interest rate (based on government bonds) | 2.91 | % | ||
| 11. | 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 three and six months ended June 30, 2022 was $540,580 and $1,492,776 respectively (three and six months ended June 30, 2021 - $6,687,792 and $6,773,787) which was included in the stock-based compensation expense with a corresponding charge to contributed surplus of $525,922 (2021 – $6,603,345) and share based payment liability of $966,854 (2021 - $170,442).
| 12. | Net loss per share |
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Numerator for basic and diluted net loss per share: | ||||||||||||||||
| Net loss for the period | $ | (3,198,138 | ) | $ | (10,498,662 | ) | $ | (5,208,053 | ) | $ | (12,165,451 | ) | ||||
| Denominator for basic net loss per share: | ||||||||||||||||
| Weighted average number of common shares outstanding | 28,653,056 | 25,029,019 | 29,890,785 | 24,749,637 | ||||||||||||
| Effect of potential dilutive securities | – | – | – | – | ||||||||||||
| Adjusted denominator for diluted net loss per share | 28,653,056 | 25,029,019 | 29,890,785 | 24,749,637 | ||||||||||||
| Basic net loss per share | $ | (0.11 | ) | $ | (0.42 | ) | $ | (0.17 | ) | $ | (0.49 | ) | ||||
| Diluted net loss per share | $ | (0.11 | ) | $ | (0.42 | ) | $ | (0.17 | ) | $ | (0.49 | ) | ||||
As at June 30, 2022, 3,629,359 respectively of potentially dilutive common shares (June 30, 2021 - 1,973,052) issuable upon the exercise of warrants, deferred share units, and options were not included in the computation of loss per share because their effect was anti-dilutive.
20
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
| 13. | Supplemental cash flow information |
Components of the net change in non-cash working capital are as follows:
| Three Months ended June 30, | Six Months ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Trade and other receivables | $ | 1,024,212 | $ | (565,087 | ) | $ | (50,422 | ) | $ | (1,284,261 | ) | |||||
| Inventories | 17,215 | (16,140 | ) | 12,813 | (25,749 | ) | ||||||||||
| Prepaid expenses | (24,396 | ) | (176,792 | ) | 294,852 | (364,465 | ) | |||||||||
| Trade and other payables | 755,704 | (1,342,259 | ) | 1,525,647 | (1,504,143 | ) | ||||||||||
| Contract liabilities and taxes | 531,945 | (370,419 | ) | 442,890 | (319,448 | ) | ||||||||||
| Total | $ | 2,304,680 | $ | (2,470,697 | ) | $ | 2,225,780 | $ | (3,498,066 | ) | ||||||
Other supplemental cash flow information as follows:
| Three Months ended June 30, | Six Months ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Cash received for interest | $ | 120 | $ | 4,941 | $ | 729 | $ | 8,394 | ||||||||
| Cash paid for interest | 35,423 | 331,920 | 686,277 | 651,606 | ||||||||||||
| 14. | Segmented financial information |
The Company has determined it has two reportable business segments namely technology and related revenue and technology services. The technology segment, develops, distributes and 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 full line of software 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 gain (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.
21
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
Financial information by reportable business segment is as follows:
| Three months ended June 30, 2022 | ||||||||||||||||
| Technology and related revenue | Technology services | Corporate | Total | |||||||||||||
| Consolidated income (loss) | ||||||||||||||||
| Revenue | $ | 1,080,069 | $ | 11,271,586 | $ | - | $ | 12,351,655 | ||||||||
| Gross profit | 730,078 | 5,364,124 | – | 6,094,202 | ||||||||||||
| Selling and administrative expenses | 3,966,984 | 1,909,121 | 656,335 | 6,532,440 | ||||||||||||
| Stock-based compensation | 52,277 | 488,303 | – | 540,580 | ||||||||||||
| Research and development expenses | 278,357 | – | – | 278,357 | ||||||||||||
| Depreciation and amortization | 237,189 | 982,448 | – | 1,219,637 | ||||||||||||
| Foreign exchange (gain) loss | (263,571 | ) | 753,374 | – | 489,803 | |||||||||||
| Interest, accretion and other financing costs | 5,025 | 21,077 | 371,333 | 397,435 | ||||||||||||
| Gain on contingent consideration | – | (7,489 | ) | – | (7,489 | ) | ||||||||||
| Gain on revaluation of options | (35,276 | ) | (319,939 | ) | – | (355,215 | ) | |||||||||
| Gain on revaluation of RSUs | (12,283 | ) | (121,922 | ) | – | (134,205 | ) | |||||||||
| Gain on revaluation of the derivative warrant liability | (22,234 | ) | (137,730 | ) | – | (159,964 | ) | |||||||||
| Restructuring costs | 154,727 | – | – | 154,727 | ||||||||||||
| Business acquisition costs | – | – | 374,053 | 374,053 | ||||||||||||
| Other income | – | (120 | ) | – | (120 | ) | ||||||||||
| Current income tax expense | – | 110,135 | – | 110,135 | ||||||||||||
| Deferred income tax recovery | – | (147,834 | ) | – | (147,834 | ) | ||||||||||
| Segment income (loss) | (3,631,117 | ) | 1,834,700 | (1,401,721 | ) | (3,198,138 | ) | |||||||||
22
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
| Three months ended June 30, 2021 | ||||||||||||||||
| Technology and related revenue | Technology services | Corporate | Total | |||||||||||||
| Consolidated loss | ||||||||||||||||
| Revenue | $ | 1,232,184 | $ | 6,959,628 | $ | – | $ | 8,191,812 | ||||||||
| Gross profit | 1,007,645 | 2,973,434 | – | 3,981,079 | ||||||||||||
| Selling and administrative expenses | 2,372,069 | 800,806 | 780,171 | 3,953,046 | ||||||||||||
| Stock-based compensation | – | – | 6,687,792 | 6,687,792 | ||||||||||||
| Research and development expenses | 260,010 | – | – | 260,010 | ||||||||||||
| Depreciation and amortization | 500,613 | 687,502 | – | 1,188,115 | ||||||||||||
| Foreign exchange loss | 152,729 | 671 | – | 153,400 | ||||||||||||
| Interest, accretion and other financing costs | 6,406 | 636 | 583,264 | 590,306 | ||||||||||||
| Loss on contingent consideration | – | 109,269 | – | 109,269 | ||||||||||||
| Restructuring costs | 238,037 | – | – | 238,037 | ||||||||||||
| Other expense (income) | (8,049 | ) | (345 | ) | 3,553 | (4,841 | ) | |||||||||
| Current income tax expense | – | 43,348 | – | 43,348 | ||||||||||||
| Deferred income tax expense | – | 1,261,259 | – | 1,261,259 | ||||||||||||
| Segment income (loss) | (2,514,170 | ) | 70,288 | (8,054,780 | ) | (10,498,662 | ) | |||||||||
| Six months ended June 30, 2022 | ||||||||||||||||
| Technology and related revenue | Technology services | Corporate | Total | |||||||||||||
| Consolidated income (loss) | ||||||||||||||||
| Revenue | $ | 1,838,768 | $ | 22,037,868 | $ | - | $ | 23,876,636 | ||||||||
| Gross profit | 1,213,741 | 10,369,510 | – | 11,583,251 | ||||||||||||
| Selling and administrative expenses | 5,968,517 | 5,391,139 | 1,309,092 | 12,668,748 | ||||||||||||
| Stock-based compensation | 114,960 | 1,377,816 | – | 1,492,776 | ||||||||||||
| Research and development expenses | 477,442 | – | – | 477,442 | ||||||||||||
| Depreciation and amortization | 388,929 | 1,990,052 | – | 2,378,981 | ||||||||||||
| Foreign exchange loss | 267,936 | 480,627 | – | 748,563 | ||||||||||||
| Interest, accretion and other financing costs | 10,386 | 44,605 | 815,130 | 870,121 | ||||||||||||
| Loss on contingent consideration | – | 96,072 | – | 96,072 | ||||||||||||
| Gain on revaluation of options | (81,914 | ) | (981,748 | ) | – | (1,063,662 | ) | |||||||||
| Gain on revaluation of RSUs | (23,755 | ) | (284,703 | ) | – | (308,458 | ) | |||||||||
| Gain on revaluation of the derivative warrant liability | (80,614 | ) | (966,166 | ) | – | (1,046,780 | ) | |||||||||
| Restructuring costs | 169,108 | – | – | 169,108 | ||||||||||||
| Business acquisition costs | – | – | 395,517 | 395,517 | ||||||||||||
| Other income | (386 | ) | (343 | ) | – | (729 | ) | |||||||||
| Current income tax expense | – | 172,642 | – | 172,642 | ||||||||||||
| Deferred income tax recovery | – | (259,037 | ) | – | (259,037 | ) | ||||||||||
| Segment income (loss) | (5,996,868 | ) | 3,308,554 | (2,519,739 | ) | (5,208,053 | ) | |||||||||
23
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
| Six months ended June 30, 2021 | ||||||||||||||||
| Technology and related revenue | Technology services | Corporate | Total | |||||||||||||
| Consolidated income (loss) | ||||||||||||||||
| Revenue | $ | 2,918,473 | $ | 13,527,561 | $ | - | $ | 16,446,034 | ||||||||
| Gross profit | 2,391,244 | 5,607,670 | – | 7,998,914 | ||||||||||||
| Selling and administrative expenses | 3,712,723 | 2,486,742 | 1,292,691 | 7,492,156 | ||||||||||||
| Stock-based compensation | – | – | 6,773,787 | 6,773,787 | ||||||||||||
| Research and development expenses | 499,673 | – | – | 499,673 | ||||||||||||
| Depreciation and amortization | 1,060,739 | 1,375,739 | – | 2,436,478 | ||||||||||||
| Foreign exchange loss | 367,978 | 747 | – | 368,725 | ||||||||||||
| Interest, accretion and other financing expense | 12,892 | 1,927 | 1,171,855 | 1,186,674 | ||||||||||||
| Gain on contingent consideration | – | 13,275 | – | 13,275 | ||||||||||||
| Restructuring costs | 240,344 | 119,909 | – | 360,253 | ||||||||||||
| Other income | (8,049 | ) | (345 | ) | 100 | (8,294 | ) | |||||||||
| Current income tax expense | – | 1,358 | – | 1,358 | ||||||||||||
| Deferred income tax expense | – | 1,040,280 | – | 1,040,280 | ||||||||||||
| Segment income (loss) | (3,495,056 | ) | 568,038 | (9,238,433 | ) | (12,165,451 | ) | |||||||||
The comparative figures have been adjusted for the three and six months ended June 30, 2021 to reflect the current year’s presentation. The revenue originally reported for the three and six months ended June 30, 2021 for technology and related revenue was $1,164,088 and $2,587,443 respectively. For technology services, the revenue originally reported was $7,027,724 and $13,858,591 respectively for the three and six months ended June 30, 2021. The gross profit originally reported for the three and six months ended June 30, 2021 for technology and related revenue was $1,139,056 and 2,440,095 respectively. For technology services, gross profit originally reported for the three and six months ended June 30, 2021 was $2,842,023 and $5,558,819 respectively. The adjustments were not considered material and did not affect the Company’s consolidated revenue or consolidated net loss.
| 15. | 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 14).
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| Primary geographical markets | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Australia | $ | 7,310,574 | $ | 2,538,424 | $ | 13,585,880 | $ | 4,951,878 | ||||||||
| United States | 4,577,537 | 4,803,436 | 9,255,417 | 9,681,948 | ||||||||||||
| United Kingdom | 395,088 | 538,486 | 897,752 | 1,206,874 | ||||||||||||
| Canada | 50,478 | 97,466 | 96,903 | 107,867 | ||||||||||||
| Other | 17,978 | 214,000 | 40,684 | 497,467 | ||||||||||||
| Total | $ | 12,351,655 | $ | 8,191,812 | $ | 23,876,636 | $ | 16,446,034 | ||||||||
24
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| Major products/service lines | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Technology services | $ | 11,271,586 | $ | 6,959,628 | $ | 22,037,868 | $ | 13,527,561 | ||||||||
| Software licenses | 49,002 | 550,462 | 92,849 | 1,262,755 | ||||||||||||
| Support and maintenance | 475,638 | 411,949 | 950,906 | 1,000,656 | ||||||||||||
| SaaS | 16,785 | 10,306 | 38,364 | 40,019 | ||||||||||||
| Subscriptions | 115,177 | 36,287 | 217,047 | 38,673 | ||||||||||||
| Professional services | 329,606 | 53,756 | 377,699 | 297,019 | ||||||||||||
| Hardware and other | 93,861 | 169,424 | 161,903 | 279,351 | ||||||||||||
| Total | $ | 12,351,655 | $ | 8,191,812 | $ | 23,876,636 | $ | 16,446,034 | ||||||||
The Company had two customers who contributed greater than 10 percent of consolidated total revenues during the period ended June 30, 2022 which comprised of 19.4% and 14.6% (2021 – one customer at 11.4 percent).
Technology services, software licenses, professional services, hardware and other revenue are recognized at a point in time and support and maintenance, SaaS, and subscription revenue is satisfied over time.
| 16. | Lease obligations |
Below is a summary of the activity related to our lease liabilities for the three and six months ended June 30, 2022 and 2021:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Lease liabilities, beginning of period | $ | 1,177,573 | $ | 309,492 | $ | 1,188,769 | $ | 354,199 | ||||||||
| Additions | - | - | - | - | ||||||||||||
| Disposals | - | - | - | - | ||||||||||||
| Interest on lease liabilities | 26,102 | 7,042 | 54,991 | 14,819 | ||||||||||||
| Interest payments on lease liabilities | (26,102 | ) | (7,042 | ) | (54,991 | ) | (14,819 | ) | ||||||||
| Principal payments of lease liabilities | (79,922 | ) | (60,687 | ) | (117,321 | ) | (105,955 | ) | ||||||||
| Adjustments | (8,642 | ) | - | (8,642 | ) | (1,736 | ) | |||||||||
| Foreign exchange difference | (70,085 | ) | 18,695 | (43,882 | ) | 20,992 | ||||||||||
| Lease obligations, end of period | $ | 1,018,924 | $ | 267,500 | $ | 1,018,924 | $ | 267,500 | ||||||||
| Less: current portion of lease obligations | (251,781 | ) | (50,479 | ) | (251,781 | ) | (50,479 | ) | ||||||||
| Long-term lease obligations | $ | 767,143 | $ | 217,021 | $ | 767,143 | $ | 217,021 | ||||||||
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 does not include variable costs. The minimum payments under all agreements are as follows:
| 2022 | 213,363 | |||
| 2023 | 455,438 | |||
| 2024 | 323,096 | |||
| 2025 | 236,877 | |||
| $ | 1,228,774 |
25
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
| 17. | Risk management for financial instruments |
The estimate fair values of cash, trade and other receivables, restricted cash, trade, accrued liabilities and other payables 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 balance sheets must be categorized in accordance with the following levels:
| · | Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; |
| · | 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 |
| · | 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 balance sheets consist of cash and restricted cash. Cash and restricted cash are valued using quoted market prices (Level 1). Share appreciation rights, share based payment liability, contingent considerations 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 June 30, 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 within twelve months and has the ability to fund any operating losses that may occur in the upcoming periods. Refer to Note 20 for additional information.
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. 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 interim condensed 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 balance sheet 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.
26
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
The Company’s exposure to credit risk for trade receivables by geographic area was as follows:
| June 30, 2022 | December 31, 2021 | |||||||
| United States | 50 | % | 48 | % | ||||
| Australia | 35 | % | 31 | % | ||||
| United Kingdom | 9 | % | 14 | % | ||||
| Rest of world | 6 | % | 7 | % | ||||
| 100 | % | 100 | % | |||||
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 balance sheet. 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 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 June 30, 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 $4,721 (2021 – $37,000).
The Company’s computer products and services 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 $43,000 as at June 30, 2022 (2021 – $54,000).
The Company’s computer products and services operations 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 $4,000 as at June 30, 2022 (2021 – $49,000).
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 loss from operations of $489,803 and $748,563 respectively for the three and six months ended June 30, 2022 (three and six months ended June 30, 2021 – foreign exchange loss of $153,400 and $368,725).
27
VIQ Solutions Inc.
Notes to Interim Condensed Consolidated Financial Statements
(Expressed in United States dollars)
Capital management
The Company considers its capital structure to consist of shareholders’ equity, long-term debt and convertible 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.
| 18. | Purchase Commitment |
The Company has entered into a commitment for capital equipment refreshment for the Australian court business in the amount of $550,000 which the Company expect to pay during the remainder of 2022.
| 19. | Seasonality |
Interim period revenues, gross profit and net income or loss are not necessarily indicative of the results of operations for the full fiscal year. Within the Company’s Technology Services segment, the Company has identified that the first and fourth quarter revenues are generally lower than revenues generated during other interim periods, specifically due to decreased historic revenues in the months of December and January related to annual holidays.
| 20. | Subsequent Event |
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 September 30, 2022 and December 31, 2022 were unchanged.
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 and one Common Share purchase warrant “Warrant”) .. Each Warrant entitles the holder thereof to purchase one 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. The Company intends use the net proceeds from the offering for continuing development of product and service offerings, working capital and, potential future acquisitions.
28
Exhibit 99.3
| VIQ Solutions Inc. | |
Q2 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 the Three and the Six Months ended June 30, 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 six months ended June 30, 2022. This MD&A should also be read in conjunction with the Q2 2022 unaudited condensed consolidated interim financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), IAS 34, Interim Financial Reporting and International Financial Reporting Interpretations Committee interpretations as issued by the International Accounting Standards Board and are available on SEDAR at www.sedar.com. This MD&A should also be read in conjunction with our annual MD&A and audited financial statements for the years ended December 31, 2021, and 2020, 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 August 10, 2022, 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. Additional information regarding the Company, including in its annual information form for its fiscal year ended December 31, 2021 (the “AIF”), is available on SEDAR at www.sedar.com. Information regarding the Company is also available on EDGAR at www.sec.gov/edgar.
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 the Three and the Six Months ended June 30, 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 2022 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 AIF and 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.
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 condensed financial statements.
We use the following non-IFRS financial performance measures in our MD&A:
| · | Adjusted EBITDA |
| · | EBITDA |
| · | ARR |
| · | 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 the Three and the Six Months ended June 30, 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 3,455 active clients in the criminal justice, legal, insurance, media, government, and financial services verticals. We have operations in the U.S., Canada, Australia,Europe, the Middle East and Africa.
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 six months ended June 30, 2022 , our platform processed over 8.7 million minutes of recorded, multi-speaker, multi-channel audio and video and created approximately 4.7 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 clients 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 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 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 the Three and the Six Months ended June 30, 2022
Cost of Sales
Cost of sales consists primarily of staff costs, professional services and 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 Q2 2022
Q2 2022 started with impacts tied to the Great Resignation in Australia with workforce constraints impacting revenue, cost of sales and selling and administrative expenses. This was particularly challenging in the law enforcement sector where in-office staffing is required and has seen the most profound impacts from the “Great Resignation”. Significant effort was placed on mitigating the effects of the “Great Resignation” and by June 2022 the results of this substantial effort started to materialize. Measures taken to accelerate the deployment of technology and our global reach, should position VIQ favorably against future exposure from both economic conditions impacting labor such as inflation or currency impacts but also concentrated exposure of the COVID-19 virus in any one office or jurisdiction.
While we believe the days of shutdowns are behind us, we have now implemented measures to insulate the organization from future impacts that would dilute our ability to drive scale across the organization.
We saw reduced revenue in the insurance sector, but we are gaining share in higher margin products such as FirstDraft that will offset the impact to this revenue loss with significantly higher margins.
Trials conducted by prospective customers in the courts sector were discussed in Q1 2022 have had favorable results. The trials referenced in Q1 were successful and are moving to the contracting phase or to paid betas as the trials expand.
As our focus on the media sector expands, we completed the acquisition of Carbon and plan to utilize this technology to drive broader interest and competitive and technological advantages. Providing relevant technologies that allow for integration to foundational VIQ solutions will reduce time to market and acceleration of revenue growth.
In Q2, we also continued our momentum with technology services revenue, signing three major contracts valued with booking value estimated at approximately $3,500,000, that continues to build on the key pillars of multi-year growth. Allowing for the challenges in Australia, gross margin continues to improve. While we have seen some slow down directly tied to migrations and the execution of Project Titan which is the Company’s global expansion initiative to insulate the Company from cost pressures in the onshore labour market and provide the Company with increased capacity), the gains from efficiency are driving improvement and VIQ remains on track to deliver on the targets provided in Q1 2022.
| Management Discussion & Analysis | Page 4 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
While the challenges of April and May constrained the expected Q2 rebound, the momentum is very strong as evidenced in the key performance indicators (“KPIs”) presented. Q2 KPIs are as follows:
| · | The gross margin without COVID-19 subsidies for consolidated technology services1, has improved 6.9%, from 39.5% to 46.4%. Margin acceleration was impacted by the costs associated with the great resignation in Australia and training associated with migrations to core technologies and editing. |
| · | There was a dramatic improvement in the cost to produce a minute of transcription, which dropped by 9.4% percent in comparison to Q1 2022, this is due to improvements in overall efficiency in Australian production operations and continued global integration with VIQ technology. This metric shows a pure view of the cost of production without the impact of price and highlights the improvement in our operational advancements related to the migration to technologies. |
| · | The Net Promoter Score (NPS)2, which gauges customer loyalty, satisfaction, and enthusiasm, was an 86, and the creators of NPS, Bain & Company, suggest that a score above 80 is world class. This remained consistent with Q1 2022 despite the challenges in on time services delivery in Australia. |
As we look to the second half of the year, we expect normalization and increased predictability in historic monthly volumes across the geographies. As recovery plans are completed in Australia and global resourcing drives increase capacity, we expect to see an acceleration in migrations to core technologies.
Key Operating Highlights during the three months and six months ended June 30, 2022
| · | Total revenue for the three months ended June 30, 2022, was $12,351,655, an increase of $4,159,843 or 51% from $8,191,812 recognized in the comparative period in 2021. Total revenue for the six months ended June 30, 2022, was $23,876,636, an increase of $7,430,602 or 45% from $16,446,034 recognized in the comparative period in 2021. |
| · | Gross margin for the three months ended June 30, 2022, was $6,094,202 representing 49.3% of revenue versus 48.6% of revenue in the comparative period in 2021. Gross margin for the six months ended June 30, 2022, was $11,583,251 representing 48.5% of revenue versus 48.6% of revenue in the comparative period in 2021. |
| · | Net loss for the three months ended June 30, 2022, was $3,198,138, a decrease of $7,300,525 or 70% from a net loss of $10,498,662 recognized in the comparative period in 2021. Net loss for the six months ended June 30, 2022, was $5,208,053, a decrease of $6,957,398 or 57% from a net loss of $12,165,451 recognized in the comparative period in 2021. |
1 Gross margin excluding Covid 19 subsidies is gross margin for technology services as reported less Covid 19 related subsidies received related to technology services employees
2 Please refer to the section entitled "Key Performance Indicators".
| Management Discussion & Analysis | Page 5 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
| · | Adjusted EBITDA3, for the three months ended June 30, 2022, was a deficit of $709,106, a increase of $367,060, from an Adjusted EBITDA deficit of $341,246 recognized in the comparative period in 2021. The decrease in Adjusted EBITDA was primarily due to reduced COVID-19 wage subsidies, the three months ended June 30, 2022, included $225,453 reduction in expenses related to COVID -19 wage subsidies versus $595,119 recorded in the comparative period 2021. Adjusted EBITDA, for the six months ended June 30, 2022, was a deficit of $1,659,011, a increase of $1,652,821, from an Adjusted EBITDA deficit of $6,190 recognized in the comparative period in 2021. The decrease in Adjusted EBITDA for the six months ended June 30, 2022, was driven by higher selling and administrative expenses related to professional fees for regulatory filings and director and officer insurance, incremental increase in cloud services expenses and a decrease in license sales which are typically higher margin. In addition, the six months ended June 30, 2022, included $225,453 reduction in expenses related to COVID-19 wage subsidies versus $898,585 recorded in the comparative period in 2021. The decrease in Adjusted EBITDA was partially offset by productivity gains through migrating customers to NetScribe, powered by aiAssist. |
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.
3 Adjusted EBITDA is earnings before stock-based compensation, depreciation, amortization, interest expense, accretion and other financing costs, gain on revaluation of options, RSUs, and derivative warrant liability, restructuring costs, 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 the Three and the Six Months ended June 30, 2022
The following table sets forth a summary of our results of operations for the three months and six months ended June 30, 2022, and 2021:
Unaudited
| Three months ended June 30 | Period over Period Change | Six months ended June 30 | Period over Period Change | |||||||||||||||||||||||||||||
| 2022 | 2021 | $ | % | 2022 | 2021 | $ | % | |||||||||||||||||||||||||
| Revenue | 12,351,655 | 8,191,812 | 4,159,843 | 51 | 23,876,636 | 16,446,034 | 7,430,602 | 45 | ||||||||||||||||||||||||
| Cost of sales | 6,257,453 | 4,210,733 | 2,046,720 | 49 | 12,293,385 | 8,447,120 | 3,846,265 | 46 | ||||||||||||||||||||||||
| Gross profit | 6,094,202 | 3,981,079 | 2,113,123 | 53 | 11,583,251 | 7,998,914 | 3,584,337 | 45 | ||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||||||
| Selling and administrative expenses | 6,532,440 | 3,953,046 | 2,579,394 | 65 | 12,668,748 | 7,492,156 | 5,176,592 | 69 | ||||||||||||||||||||||||
| Research and development expenses | 278,357 | 260,010 | 18,347 | 7 | 477,442 | 499,673 | (22,231 | ) | (4 | ) | ||||||||||||||||||||||
| (Gain) loss on contingent consideration | (7,489 | ) | 109,269 | (116,758 | ) | (107 | ) | 96,072 | 13,275 | 82,797 | 624 | |||||||||||||||||||||
| Stock-based compensation | 540,580 | 6,687,792 | (6,147,212 | ) | (92 | ) | 1,492,776 | 6,773,787 | (5,281,011 | ) | (78 | ) | ||||||||||||||||||||
| Depreciation | 139,853 | 70,101 | 69,752 | 100 | 275,567 | 143,656 | 131,911 | 92 | ||||||||||||||||||||||||
| Amortization | 1,079,784 | 1,118,014 | (38,230 | ) | (3 | ) | 2,103,414 | 2,292,822 | (189,408 | ) | (8 | ) | ||||||||||||||||||||
| Interest expense | 241,128 | 335,594 | (94,466 | ) | (28 | ) | 580,841 | 667,013 | (86,172 | ) | (13 | ) | ||||||||||||||||||||
| Accretion and other financing costs | 156,307 | 254,712 | (98,405 | ) | (39 | ) | 289,280 | 519,661 | (230,381 | ) | (44 | ) | ||||||||||||||||||||
| Gain on revaluation of options | (355,215 | ) | - | (355,215 | ) | (100 | ) | (1,063,662 | ) | - | (1,063,662 | ) | (100 | ) | ||||||||||||||||||
| Gain on revaluation of RSUs | (134,205 | ) | - | (134,205 | ) | (100 | ) | (308,458 | ) | - | (308,458 | ) | (100 | ) | ||||||||||||||||||
| Gain on revaluation of the derivative warrant liability | (159,964 | ) | - | (159,964 | ) | (100 | ) | (1,046,780 | ) | - | (1,046,780 | ) | (100 | ) | ||||||||||||||||||
| Restructuring costs | 154,727 | 238,037 | (83,310 | ) | (35 | ) | 169,108 | 360,253 | (191,145 | ) | (53 | ) | ||||||||||||||||||||
| Business acquisition costs | 374,053 | - | 374,053 | - | 395,517 | - | 395,517 | - | ||||||||||||||||||||||||
| Other income | (120 | ) | (4,841 | ) | 4,721 | (98 | ) | (729 | ) | (8,294 | ) | 7,565 | (91 | ) | ||||||||||||||||||
| Foreign exchange loss | 489,803 | 153,400 | 336,402 | (219 | ) | 748,563 | 368,725 | 379,837 | (103 | ) | ||||||||||||||||||||||
| Loss before income taxes | (3,235,837 | ) | (9,194,055 | ) | 5,958,218 | 65 | (5,294,448 | ) | (11,123,813 | ) | 5,829,365 | 52 | ||||||||||||||||||||
| Current income tax expense | (110,135 | ) | (43,348 | ) | (66,787 | ) | 154 | (172,642 | ) | (1,358 | ) | (171,284 | ) | 12,613 | ||||||||||||||||||
| Deferred income tax recovery (expense) | 147,834 | (1,261,259 | ) | 1,409,093 | (112 | ) | 259,037 | (1,040,280 | ) | 1,299,317 | (125 | ) | ||||||||||||||||||||
| Income tax recovery (expense) | 37,699 | (1,304,607 | ) | 1,342,306 | 103 | 86,395 | (1,041,638 | ) | 1,128,033 | 108 | ||||||||||||||||||||||
| Net Loss | (3,198,138 | ) | (10,498,662 | ) | 7,300,525 | 70 | (5,208,053 | ) | (12,165,451 | ) | 6,957,398 | 57 | ||||||||||||||||||||
| Adjusted EBITDA 1 | (709,106 | ) | (341,246 | ) | (367,860 | ) | 108 | (1,659,011 | ) | (6,190 | ) | (1,652,821 | ) | 26,701 | ||||||||||||||||||
| Weighted average number of common shares outstanding | ||||||||||||||||||||||||||||||||
| Basic | 28,653,056 | 25,029,019 | 29,890,785 | 24,749,637 | ||||||||||||||||||||||||||||
| Diluted | 28,653,056 | 25,029,019 | 29,890,785 | 24,749,637 | ||||||||||||||||||||||||||||
| Net loss per share | ||||||||||||||||||||||||||||||||
| Basic | (0.11 | ) | (0.42 | ) | (0.17 | ) | (0.49 | ) | ||||||||||||||||||||||||
| Diluted | (0.11 | ) | (0.42 | ) | (0.17 | ) | (0.49 | ) | ||||||||||||||||||||||||
1Adjusted EBITDA is earnings before stock-based compensation, depreciation, amortization, interest expense, accretion and other financing expense, gain on revaluation of options, RSUs, and derivative warrant liability, restructuring costs, 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 the Three and the Six Months ended June 30, 2022
Comparison of the three months and six months ended June 30, 2022, and 2021
Revenue and Insights
Total revenue for the three months ended June 30, 2022, was $12,351,655, an increase of $4,159,843, or 51%, from $8,191,812 recognized in the comparative period in 2021.
Lower organic revenue is due primarily to lower capacity from the return to work in April and May in Australia, lower capacity in Law Enforcement as migrations to Project Titan required higher levels of QA and pivots in demand in the insurance vertical. Total revenue for the six months ended June 30, 2022, was $23,876,636 an increase of $7,430,602, or 45%, from $16,446,034 recognized in the comparative period in 2021.
The increase in revenue for the three and six months ended June 30, 2022, was primarily due to technology service revenue generated from Q4 2021 acquisitions which were partially offset by lower organic technology service revenue generated from USA and Australia and lower technology sales versus the comparative periods in 2021.
Cost of Sales
Cost of Sales for the three months ended June 30, 2022, increased by $2,046,720, or 49%, to $6,257,453, from $4,210,733 for the comparative period in 2021. Cost of Sales for the six months ended June 30, 2022, increased by $3,846,265, or 46%, to $12,293,385, from $8,447,120 for the comparative period in 2021.
The increase in Cost of Sales for the three months and six months ended June 30, 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.
The Company pivoted to use a broader global labor force which is opportunistic in terms of incremental capacity, lower costs and 24-hour production is expected to be another accelerator to the gross margin improvements that began in Q4 2021.
During the three months ended June 30, 2022, the Company received and recorded $129,888 of COVID-19 wage subsidies vs. $221,519 in the comparative period in 2021. During the six months ended June 30, 2022, the Company received and recorded $129,888 of COVID-19 wage subsidies vs. $336,590 in the comparative period in 2021.
Gross Profit
Gross Profit for the three months ended June 30, 2022, increased by $2,113,123, or 53%, to $6,094,202, from $3,981,079, for the comparative period in 2021. The increase in Gross Profit for the three months ended June 30, 2022, is primarily due to Q4 2021 acquisitions and productivity gains. In addition, the comparative period 2021 includes $221,519 in COVID-19 wage subsidies compared to $129,888 in the three months ended June 30, 2022. Excluding COVID-19 wage subsidies, Gross Profit Margin for the three months ended June 30, 2022, would be 48.3% vs. 45.9% in the comparative period in 2021 which has increased due to productivity gains achieved through NetScribe, powered by aiAssist, and our global workforce.
| Management Discussion & Analysis | Page 8 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
Gross Profit for the six months ended June 30, 2022, increased by $3,584,337, or 45%, to $11,583,251, from $7,998,914, for the comparative period in 2021. The increase in Gross Profit for the six months ended June 30, 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 $336,590 in COVID-19 wage subsidies vs. $129,888 in the six months ended June 30, 2022. Excluding COVID-19 wage subsidies, Gross Profit Margin for the six months ended June 30, 2022, would be 48.0% vs. 46.6% 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 our global workforce.
Selling and Administrative Expenses
Selling and Administrative Expenses for the three months ended June 30, 2022, increased by $2,597,394, or 65%, to $6,532,440, from $3,953,046, for the comparative period in 2021. The increase for the three months ended June 30, 2022, includes Selling and Administrative Expenses related to Q4 2021 acquisitions of approximately $1,700,000, director and officer insurance of approximately $300,000, and incremental costs associated with cloud services of approximately $200,000 to support our customer migration to editing and technology-based workflows. In addition, the three months ended June 30, 2022, included $95,565 for COVID-19 wage subsidies versus $373,600 in the comparative period in 2021.
Selling and Administrative Expenses for the six months ended June 30, 2022, increased by $5,176,592, or 69%, to $12,668,748, from $7,492,156, for the comparative period in 2021. The increase for the six months ended June 30, 2022, includes Selling and Administrative Expenses related to Q4 2021 acquisitions of approximately $3,400,000, director and officer insurance of approximately $600,000 and incremental costs associated with cloud services of approximately $300,000 to support our customer migration to editing and technology-based workflows. In addition, the six months ended June 30, 2022, included $95,565 for COVID-19 wage subsidies versus $561,994 in the comparative period in 2021.
Research and Development Expenses
Research and Development Expenses for the three months ended June 30, 2022, increased by $18,347, or 7%, to $278,357, from $260,010, for the comparative period in 2021. The increase in Research and Development Expenses for the three months ended June 30, 2022, is primarily due to higher project costs than the comparative period in 2021. Research and Development Expenses for the six months ended June 30, 2022, decreased by $22,231, or 4%, to $477,442, from $499,673, for the comparative period in 2021. The decrease in Research and Development Expenses for the six months ended June 30, 2022, is primarily due to lower project costs than the comparative period in 2021.
Loss (Gain) on Contingent Consideration
For the three months ended June 30, 2022, Contingent Consideration changed by $116,758, from a loss of $109,269 recognized in the comparative period in 2021 to a gain of $7,489. For the six months ended June 30, 2022, Contingent Consideration changed by $82,797, from a loss of $13,275, recognized in the comparative period in 2021 to a loss of $96,072. The change for the three and six months June 30, 2022, is mainly due to changes in anticipated acquisition earnout payments primarily as a result of higher forecasted revenue for the wordZXpressed, Inc. (“WordZ”) acquisition. 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 June 30, 2022, Stock Based Compensation decreased by $6,147,212 to $540,580 from $6,687,792, recognized in the same period of 2021. For the six months ended June 30, 2022, Stock Based Compensation decreased by $5,281,011 to $1,492,776 from $6,773,787, recognized in the same period of 2021. The decrease in Stock Based Compensation is due to the impact of 998,378 Registered Stock Units (RSUs) and 790,086 stock options granted in the three and six months ended June 30, 2021, compared to 236,563 options, 253,974 RSUs and 195,000 Performance Share Units (“PSUs”) granted during the three and six months ended June 30, 2022. 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 the Three and the Six Months ended June 30, 2022
Depreciation
For the three months ended June 30, 2022, Depreciation increased by $69,752, to $139,853, from $70,101 recognized in the comparative period in 2021. For the six months ended June 30, 2022, Depreciation increased by $131,911, to $275,567, from $143,656 recognized in the comparative period in 2021. The increase in Depreciation for the three months and six months ended June 30, 2022, is due primarily to the addition of right of use assets acquired with Q4 2021 acquisitions.
Amortization
For the three months ended June 30, 2022, Amortization decreased by $38,230, to $1,079,784, from $1,118,014 recognized in the comparative period in 2021. For the six months ended June 30, 2022, Amortization decreased by $189,408, to $2,103,414, from $2,292,822 recognized in the comparative period in 2021. The decrease in amortization expense is attributable to 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 June 30, 2022, Interest Expense decreased by $94,466, to $241,128, from $335,594 recognized in the comparative period in 2021. For the six months ended June 30, 2022, Interest Expense decreased by $86,172, to $580,841, from $667,013 recognized in the comparative period in 2021. The decrease in Interest Expense for the three months and six months ended June 30, 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 June 30, 2022, Accretion and Other Financing Costs decreased by $98,405, to $156,307, from $254,712 recognized in the comparative period in 2021. For the six months ended June 30, 2022, Accretion and Other Financing Costs decreased by $230,381, to $289,280, from $519,661 recognized in the comparative period in 2021. The decrease in Accretion and Other Financing Costs for the three months and six ended June 30, 2022, is primarily due to the settlement of ASC Services LLC earnout obligation in Q4 2021.
Gain on Revaluation of Options
For the three months ended June 30, 2022, Gain on Revaluation of Options increased by $355,215, to $355,215, from $0 recognized in the comparative period in 2021. For the six months ended June 30, 2022, Gain on Revaluation of Options increased by $1,063,662, to $1,063,662, from $0 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 fair value 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 June 30, 2022, Gain on Revaluation of RSUs increased by $134,205, to $134,205, from $0 recognized in the comparative period in 2021. For the six months ended June 30, 2022, Gain on Revaluation of RSUs increased by $308,458, to $308,458, from $0 recognized in the comparative period in 2021. This increase is due to the revaluation of RSUs recorded under share-based payment liability, due to the decrease in fair value from the date of initial measurement compared to the re-measurement at the close of June 30, 2022.
| Management Discussion & Analysis | Page 10 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
Gain on Revaluation of Derivative Warrant Liability
For the three months ended June 30, 2022, Gain on Revaluation of Derivative Warrant Liability increased by $159,964, to $159,964, from $0 recognized in the comparative period in 2021. For the six months ended June 30, 2022, Gain on Revaluation of Derivative Warrant Liability increased by $1,046,780, to $1,046,780, from $0 recognized in the comparative period in 2021. The Gain on Revaluation of Derivative Warrant Liability for the three and six months ended June 30, 2022 is due to a decrease in share price which results in a gain recognized.
Restructuring Costs
For the three months ended June 30, 2022, Restructuring Costs decreased by $83,310, to $154,727, from $238,037 recognized in the comparative period in 2021. For the six months ended June 30, 2022, Restructuring Costs decreased by $191,145, to $169,108, from $360,253 recognized in the comparative period in 2021. The decrease in Restructuring Costs for the three months and six months ended June 30, 2022, is due to lower organizational restructuring costs related to mainly employee severance incurred versus comparative period in 2021.
Business Acquisition Costs
For the three months ended June 30, 2022, Business Acquisition costs increased by $374,053, to $374,053, from $0 recognized in the comparative period in 2021. For the six months ended June 30, 2022, Business Acquisition costs increased by $395,517, to $395,517, from $0 recognized in the comparative period in 2021. The increase in Business Acquisition Costs for the three months and six months ended June 30, 2022, is primarily due to Q4 2021 acquisitions.
Other Income
For the three months ended June 30, 2022, Other Income decreased by $4,721, to $120, from $4,841 recognized in the comparative period in 2021. For the six months ended June 30, 2022, Other Income decreased by $7,565, to $729, from $8,294 recognized in the comparative period in 2021. The decrease in Other Income for the three months ended June 30, 2022, is primarily due lower interest earned on term deposits.
Foreign Exchange (Gain) Loss
For the three months ended June 30, 2022, Foreign Exchange (Gain) Loss increased by $336,402, from a loss of $153,400 recognized in the comparative period in 2021 to a loss of $489,803. For the six months ended June 30, 2022, Foreign Exchange (Gain) Loss increased by $379,837, from a loss of $368,725 recognized in the comparative period in 2021 to a loss of $748,563. The 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 June 30, 2022, Income tax expense, net of deferred income tax recovery, decreased by $1,342,306 to a tax recovery of $37,699, from a tax expense of $1,304,607 in the comparative period in 2021. For the six months ended June 30, 2022, Income tax expense, net of deferred income tax recovery, decreased by $1,128,033 to a tax recovery of $86,395, from a tax expense of $1,041,638 in the comparative period in 2021. The decrease for the three months and six months ended June 30, 2022, is primarily due to the recording of a valuation allowance on deferred tax asset recorded for our US entities in 2021 based on forecasted profitability and taxable profit recognized for our Australian subsidiaries.
| Management Discussion & Analysis | Page 11 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
Net Loss and Earnings Per Share
Net loss for the three months ended June 30, 2022, was $3,198,138 compared to net loss of $10,498,662, for the same period in 2021. On a per weighted average share basis, this translated into a net loss per share of $0.11 in the three months ended June 30, 2022, compared to a net loss per weighted average share of $0.42 for the comparative period in 2021. Net loss for the six months ended June 30, 2022, was $5,208,053 compared to a net loss of $12,165,451, for the same period in 2021. On a per weighted average share basis, this translated into a net loss per share of $0.17 in the six months ended June 30, 2022, compared to a net loss per weighted average share of $0.49 for the comparative periods in 2021.
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 June 30, 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) | ||||||||||||||||||||||||||||||||
| Jun-22 | Mar-22 | Dec-21 | Sep-21 | Jun-21 | Mar-21 | Dec-20 | Sept-20 | |||||||||||||||||||||||||
| Revenue | 12,351,655 | 11,524,981 | 7,514,421 | 7,086,357 | 8,191,812 | 8,254,222 | 7,775,674 | 8,172,800 | ||||||||||||||||||||||||
| Net loss | (3,198,138 | ) | (2,009,916 | ) | (3,653,793 | ) | (3,859,505 | ) | (10,498,662 | ) | (1,666,789 | ) | (3,099,688 | ) | (333,007 | ) | ||||||||||||||||
| Weighted average number of shares outstanding: | ||||||||||||||||||||||||||||||||
| Basic | 28,653,056 | 29,881,717 | 29,880,185 | 26,359,517 | 25,029,019 | 24,467,151 | 20,341,203 | 18,494,247 | ||||||||||||||||||||||||
| Diluted | 28,653,056 | 29,881,717 | 29,880,185 | 26,359,517 | 25,029,019 | 24,467,151 | 20,341,203 | 18,494,247 | ||||||||||||||||||||||||
| Net loss per share: | ||||||||||||||||||||||||||||||||
| Basic | (0.11 | ) | (0.07 | ) | (0.12 | ) | (0.15 | ) | (0.42 | ) | (0.07 | ) | (0.15 | ) | (0.02 | ) | ||||||||||||||||
| Diluted | (0.11 | ) | (0.07 | ) | (0.12 | ) | (0.15 | ) | (0.42 | ) | (0.07 | ) | (0.15 | ) | (0.02 | ) | ||||||||||||||||
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 US, Canada and the UK. It also has a slight impact in the US 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.
| Management Discussion & Analysis | Page 12 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
Key Operating Metrics – Non-IFRS Measures
ARR
Metric: The ARR has increased to $49.6M from $48.8M reported in the previous quarter.
Measure Definition ARR: is the annualized equivalent value of the (i) software support maintenance, (ii) software subscription and (iii) 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 known or projected future client cancellations, loss of renewals, service upgrades or downgrades or price increases or decreases.
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, assuming minor cancellations. Accordingly, we believe that this measure may also be useful to investors in enhancing their understanding of the Company’s operating performance.
We believe that this measure provides a fair real-time measure of performance in a volume and subscription-based environment. ARR provides us with the visibility for consistent and predictable growth to our cash flows. Our total revenue growth coupled with increasing ARR indicates the continued strength in the expansion of our business and will continue to be our focus on a go-forward basis.
At June 30, 2022 - Reconciliation of 2021 Technology Services, support and maintenance, SaaS and Subscription revenues to ARR
| 2022 | ||||
| Technology Services | 26,676,738 | |||
| Support & Maintenance | 2,008,877 | |||
| 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 | 9,386,992 | |||
| Total Annual Recurring Revenue | $ | 49,574,287 | ||
| Management Discussion & Analysis | Page 13 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
At March 31, 2022 - Reconciliation of 2021 Technology Services, support and maintenance, SaaS and Subscription revenues to ARR
| 2022 | ||||
| Technology Services | 26,676,738 | |||
| Support & Maintenance | 2,008,877 | |||
| 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 | 8,569,849 | |||
| Total Annual Recurring Revenue | $ | 48,757,144 | ||
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 adjusting earnings for stock-based compensation, depreciation, amortization, interest expense, accretion and other financing costs, (gain) loss on revaluation of conversion feature liability, loss on repayment of long-term debt, gain on revaluation of options, gain on revaluation of RSUs , gain on revaluation of derivative warrant liability, restructuring costs, impairment of goodwill and intangibles, 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).
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.
| Management Discussion & Analysis | Page 14 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
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 to Adjusted EBITDA, the most directly comparable IFRS measure for the three months and six months ended June 30, 2022, and 2021:
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| (unaudited) | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Net Loss | (3,198,138 | ) | (10,498,662 | ) | (5,208,053 | ) | (12,165,451 | ) | ||||||||
| Add: | ||||||||||||||||
| Depreciation | 139,853 | 70,101 | 275,567 | 143,656 | ||||||||||||
| Amortization | 1,079,784 | 1,118,014 | 2,103,414 | 2,292,822 | ||||||||||||
| Interest expense | 241,128 | 335,594 | 580,841 | 667,013 | ||||||||||||
| Current income tax expense | 110,135 | 43,348 | 172,642 | 1,358 | ||||||||||||
| Deferred income tax expense (recovery) | (147,834 | ) | 1,261,259 | (259,037 | ) | 1,040,280 | ||||||||||
| EBITDA | (1,775,072 | ) | (7,670,346 | ) | (2,334,626 | ) | (8,020,322 | ) | ||||||||
| Accretion and other financing costs | 156,307 | 254,712 | 289,280 | 519,661 | ||||||||||||
| Gain on revaluation of options | (355,215 | ) | - | (1,063,662 | ) | - | ||||||||||
| Gain on revaluation of RSUs | (134,205 | ) | - | (308,458 | ) | - | ||||||||||
| Gain on revaluation of the derivative warrant liability | (159,964 | ) | - | (1,046,780 | ) | - | ||||||||||
| Restructuring Costs | 154,727 | 238,037 | 169,108 | 360,253 | ||||||||||||
| Business acquisition costs | 374,053 | - | 395,517 | - | ||||||||||||
| Other income | (120 | ) | (4,841 | ) | (729 | ) | (8,294 | ) | ||||||||
| Stock-based compensation | 540,580 | 6,687,792 | 1,492,776 | 6,773,787 | ||||||||||||
| Foreign exchange loss | 489,803 | 153,400 | 748,563 | 368,725 | ||||||||||||
| Adjusted EBITDA | (709,106 | ) | (341,246 | ) | (1,659,011 | ) | (6,190 | ) | ||||||||
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 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.
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, is 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.
| Management Discussion & Analysis | Page 15 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
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) | Q2 2022 | Q2 2021 | Q1 2022 | |||||||||
| Bookings | $ | 4,359,086 | $ | 1,649,697 | $ | 1,659,993 | ||||||
Focus on global courts as well as media provided the baseline for the increased booking in the quarter.
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 | Q2 2022 | Q2 2021 | Q1 2022 | |||||||||
| Technology Services Revenue | $ | 4,392,021 | $ | 4,776,109 | $ | 4,551,571 | ||||||
| Number of Billing Days | 64 | 64 | 61 | |||||||||
| Average Technology Services Revenue per Day | $ | 68,625 | $ | 74,627 | $ | 74,616 | ||||||
Decline in average revenue per day was driven by capacity constraints in quality assurance as we expand our global capacity and retrain, particularly impacting Law Enforcement clients and revenue impact to rates driven by longer turn around times. Also impacting the reduction are changes related to insurance demand and the beginning of migrations to First Draft technology.
| Australia | Q2 2022 | Q2 2021 | Q1 2022 | |||||||||
| Technology Services Revenue | $ | 6,604,366 | $ | 2,183,519 | $ | 5,838,753 | ||||||
| Average Number of Billing Days | 56.5 | 58.2 | 50.5 | |||||||||
| Average Technology Services Revenue per Day | $ | 116,891 | $ | 37,517 | $ | 115,619 | ||||||
The 312% increase from Q2 2021 to Q2 2022 reflects the full quarter of Auscript activity.
(unaudited)
| UK | Q2 2022 | Q2 2021 | Q1 2022 | |||||||||
| Technology Services Revenue | $ | 275,199 | N/A | $ | 375,958 | |||||||
| Number of Billing Days | 60 | N/A | 63 | |||||||||
| Average Technology Services Revenue per Day | $ | 4,587 | N/A | $ | 5,968 | |||||||
(unaudited)
| Consolidated | Q2 2022 | Q2 2021 | Q1 2022 | |||||||||
| Technology Services Revenue | $ | 11,271,586 | $ | 6,959,628 | $ | 10,766,282 | ||||||
| Average Number of Billing Days | 59.3 | 62.1 | 54.9 | |||||||||
| Average Technology Services Revenue per Day | $ | 190,077 | $ | 112,071 | $ | 196,107 | ||||||
| Management Discussion & Analysis | Page 16 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
Technology Services Cost of Sales without Covid 19 subsidies per Minute of Audio
Measure Definition: Technology Services Cost of Sales without COVID-19 subsidies per Minute of Audio is defined as the direct labor cost of edited content divided by the volume of audio content delivered.
(unaudited)
| Q2 2022 | Q2 2021 | Q1 2022 | ||||||||||
| Technology Services Revenue | $ | 11,271,586 | $ | 6,959,628 | $ | 10,766,282 | ||||||
| Cost of Sales | $ | 5,907,462 | $ | 3,986,194 | $ | 5,760,896 | ||||||
| Add Back: COVID 19 subsidies | $ | 129,247 | $ | 221,519 | Nil | |||||||
| Cost of Sales without COVID 19 subsidies | $ | 6,036,709 | $ | 4,207,713 | $ | 5,760,896 | ||||||
| Number of Minutes | 4,653,018 | 3,326,329 | 4,046,079 | |||||||||
| Technology Services Cost of Sales without Covid 19 subsidies per Minute of Audio | $ | 1.30 | $ | 1.27 | $ | 1.42 | ||||||
Decreases from Q1 to Q2 reflect return to full courts schedules in Australia and improvements in costs with execution of global labor and technology deployment. Note that this reflects a higher base labor rate with Auscript causing an increase from the same quarter in 2021.
Gross Margin for Technology Services without COVID-19 Subsidies
Measure Definition: Gross Margin for Technology Services as reported less COVID-19 related subsidies received related to technology services employees.
(unaudited)
| Q2 2022 | Q2 2021 | Q1 2022 | ||||||||||
| Technology Services Revenue | $ | 11,271,586 | $ | 6,959,628 | $ | 10,766,282 | ||||||
| Cost of Sales | $ | 5,907,462 | $ | 3,986,194 | $ | 5,760,896 | ||||||
| Add Back: COVID 19 subsidies | $ | 129,247 | $ | 221,519 | Nil | |||||||
| Gross Margin | $ | 5,234,877 | $ | 2,751,915 | $ | 5,005,386 | ||||||
| Gross Margin % | 46.4 | % | 39.5 | % | 46.5 | % | ||||||
Increases from Q2 2021 to Q2 2022 are driven by productivity gains through migrating customers to NetScribe, powered by aiAssist., and lower cost of sales through use of an expanded global workforce and increased utilization of fixed rate costs
Gross Margin for Technology and related revenue
Measure Definition: Gross margin for technology and related revenue as reported.
(unaudited)
| Q2 2022 | Q2 2021 | Q1 2022 | ||||||||||
| Technology Revenue | $ | 1,080,069 | $ | 1,232,184 | $ | 758,699 | ||||||
| Cost of Sales | $ | 349,991 | $ | 224,539 | $ | 275,036 | ||||||
| Gross Margin | $ | 730,078 | $ | 1,007,645 | $ | 483,663 | ||||||
| Gross Margin % | 67.6 | % | 81.8 | % | 63.7 | % | ||||||
Gross Margin for Technology and related revenue was impacted by lower margin technology sales in Australia for subscription based documentation solutions.
| Management Discussion & Analysis | Page 17 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
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 | Q2 2022 | Q2 2021 | Q1 2022 | |||||||||
| Minutes | 4,653,018 | 3,326,329 | 4,046,079 | |||||||||
| Pages | 2,479,759 | 1,821,427 | 2,251,249 | |||||||||
Improvements in Q2 2022 from Q2 2021 are tied to the full quarter of court work in Australia and expanded content from the media customers.
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 | Q2 2022 | Q2 2021 | Q1 2022 | |||||||||
| OpenRT | 252/3.6 | 277/3.4 | 261/3.5 | |||||||||
OpenRT is stable in the mature markets that have been migrated. The slight negative impact due to training in new global markets and in the UK as migrations for TTA begin.
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.
(unaudited)
| Active Clients | Q2 2022 | Q2 2021 | Q1 2022 | |||||||||
| Technology | 68 | N/A | 55 | |||||||||
| Technology Services | 3,387 | N/A | 2,815 | |||||||||
| Total | 3,455 | N/A | 2,870 | |||||||||
| Management Discussion & Analysis | Page 18 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
Technology Services Active Clients reflects the relatively larger number of net new customers in the US and an increased focus in private pay customers globally.
Approximately 70% of Auscript Legacy revenue comes from its contracted court customers and the remaining 30% is private sales, which can be companies or governmental agencies. These private sales fluctuate each month based largely on court sittings.
Technology Active Clients increased from Q1 2022 due to acceleration of technology as courts open.
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)
| Q2 2022 | Q2 2021 | Q1 2022 | ||||||||||
| Net Promoter Score | 86 | 90 | 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)
| Q2 2022 | Q2 2021 | Q1 2022 | ||||||||||
| Number of Minutes of Content Processed on aiAssist | 1,449,680 | 1,027,382 | 1,316,245 | |||||||||
The 41% increase in number of minutes Content Processed on aiAssist from Q2 2021 to Q2 2022 is due to increased business volume and efficiency improvements including the use of more than one engine and the learning curve of editors.
Liquidity
As of June 30, 2022, we held cash of $3,491,907 as compared to $12,374,826 as of June 30, 2021 and $10,583,534 as of December 31, 2021. 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 estimated PIPE expenses. 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. If we continue to acquire accretive businesses, we may need additional external funding depending upon the size and timing of the potential acquisitions.
| Management Discussion & Analysis | Page 19 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
Below is a summary of our cash provided by (used in) operating, investing, and financing activities for the periods indicated:
| Three Months Ended June 30 | Six months ended June 30, | |||||||||||||||
| (unaudited) | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Cash provided by (used in) operating activities | 1,003,884 | (2,592,922 | ) | 110,185 | (3,500,350 | ) | ||||||||||
| Cash used in investing activities | (758,044 | ) | (442,717 | ) | (1,579,270 | ) | (1,938,650 | ) | ||||||||
| Cash provided by (used in) financing activities | (306,289 | ) | (620,998 | ) | (5,486,932 | ) | 929,697 | |||||||||
| Net decrease in cash for the period | (60,449 | ) | (3,656,637 | ) | (6,956,017 | ) | (4,509,303 | ) | ||||||||
| Cash, beginning of period | 3,720,281 | 16,020,297 | 10,583,534 | 16,835,671 | ||||||||||||
| Effect of foreign exchange | (167,925 | ) | 11,166 | (135,610 | ) | 48,458 | ||||||||||
| Cash, end of period | 3,491,907 | 12,374,826 | 3,491,907 | 12,374,826 | ||||||||||||
Cash Provided by (used in) Operating Activities
We generated cash of $1,003,884 in operating activities for the three months ended June 30, 2022. This resulted from $3,198,138 in net loss plus $1,897,342 of non-cash adjustments and $2,304,680 attributable to movements in non-cash working capital with changes primarily arising from an increase in accounts receivable, accounts payable prepaid expenses and contract liabilities, partially offset by a decrease in inventories.
We generated cash of $110,185 in operating activities for the six months ended June 30, 2022. This resulted from $5,208,053 in net loss plus $3,092,458 of non-cash adjustments and $2,225,780 attributable to movements in non-cash working capital with changes primarily arising from a decrease in inventories, prepaid expenses partially offset by an increase in accounts receivable, accounts payable, and contract liabilities.
Cash Provided by (used in) Investing Activities
For the three months ended June 30, 2022, cash used in investing activities was $758,044 which consisted of purchase of property and equipment of $221,424, development costs related to internally generated intangible assets of $453,193 and an earnout payout for WordZ of $83,427.
For the six months ended June 30, 2022, cash used in investing activities was $1,579,270 which consisted of purchase of property and equipment of $237,886, development costs related to internally generated intangible assets of $913,594, an earnout payout for WordZ of $193,504, and change in restricted cash of $234,286.
Cash Provided by (used in) Financing Activities
Cash used by Financing Activities for the three months ended June 30, 2022, was $306,289, which consisted of repayment of debt of $190,943, repayment of lease obligations of $79,922, repayment of interest on lease obligations of $26,102, repayment of interest on debt of $9,322.
Cash used by Financing Activities for the six months ended June 30, 2022, was $5,486,932, which consisted of repayment of debt of $4,443,454, payment of amendment fees on debt of $239,880, repayment of lease obligations of $117,321 payment of interest on lease obligations of $54,991, and payment of interest on debt of $631,286.
| Management Discussion & Analysis | Page 20 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 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. These financial covenants were waived for Q2 2022.
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). The amended secured debt facility waives the Fixed Charge Coverage Ratio for Q4, 2022 and the Net Debt to EBITDA ratio for Q1 and Q2 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 Q2 2022, Q3 2022 and Q4 2022. As at June 30, 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 September 30, 2022 and December 31, 2022 were unchanged.
Use of Proceeds from Private Placement
As a result of the completed private placement, the Company raised gross proceeds of $4,800,000 before the deduction of any fees and other estimated offering expenses. These proceeds have been placed in cash and cash equivalents. The Company’s use of proceeds from the closed direct offering has not changed from the disclosure set forth in the “Use of Proceeds” section of our short form base shelf prospectus dated June 10, 2021 to the date of this MD&A.
Contractual Obligations
The following table summarizes our contractual obligations as at June 30, 2022, including commitments relating to leasing contracts:
| (unaudited) | 2022 | 2023 | 2024 | 2025 | Total | |||||||||||||||
| Trade and other payables | $ | 7,120,751 | $ | – | $ | – | $ | – | $ | 7,120,751 | ||||||||||
| Lease obligations | 213,363 | 455,438 | 323,096 | 236,877 | 1,228,774 | |||||||||||||||
| Crown Debt Facility | – | 8,105,020 | – | – | 8,105,020 | |||||||||||||||
| Contingent Consideration - WZ | 186,241 | 304,610 | – | – | 490,851 | |||||||||||||||
| Contingent Consideration - Auscript | 150,000 | – | – | – | 150,000 | |||||||||||||||
| WordZ promissory note | 223,276 | 446,552 | – | – | 669,828 | |||||||||||||||
| HomeTech VTB loan | 120,000 | 240,000 | 20,000 | 380,000 | ||||||||||||||||
| Total | $ | 8,013,631 | $ | 9,551,620 | $ | 343,096 | $ | 236,877 | $ | 18,145,224 | ||||||||||
| Management Discussion & Analysis | Page 21 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 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. From July 1, 2022 to December 31, 2022, we have entered into a commitment for capital equipment refreshment for our Australian court business in the amount of $550,000 and expect to fund this through cash on hand.
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 June 30, 2022, unaudited interim condensed financial statements was $621,225, partially in trade and other payables and accrued liabilities of $536,387 and the remaining recorded as long-term contingent consideration of $84,838. 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 June 30, 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 the Three and the Six Months ended June 30, 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, 2021, and 2020 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 three and six months ended June 30, 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 interim and 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 16, Property, Plant and Equipment: Proceeds before intended use, prohibiting reducing the cost of property, plant and equipment by proceeds while bringing an asset to capable operations. |
| iii. | 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.
| Management Discussion & Analysis | Page 23 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
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 June 30, 2022. Based on this evaluation, the CEO and the CFO concluded that, as of June 30, 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-15(e) 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.
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 unaudited interim condensed financial statements as at and for the three months ended June 30, 2022, 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 June 30, 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’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, 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. |
| Management Discussion & Analysis | Page 24 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
These material weaknesses resulted in material misstatements, which were corrected, and also immaterial misstatements, some of which were corrected, prior to the release of the consolidated financial statements as of and for the three and six months ended June 30, 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 June 30, 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 AIF and the Company’s 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 August 10, 2022 there were (i) 33,515,247 Common Shares issued and outstanding, (ii) 771,767 stock options outstanding with a weighted average exercise price per Common Share of $2.89 CAD expiring between 2023 and 2025 under the Company’s legacy stock option plan (iii) 579,563 stock options outstanding with a weighted average exercise price per Common Share of $2.45 CAD expiring 2031 under the Omnibus Equity Incentive Plan, (iv) 66,667 deferred share units outstanding with an average exercise price per Common Share of $1.20 CAD with no expiry date (v) 330,279 RSUs outstanding expiring 2031 and selective units with no expiry dates under the Omnibus Equity Incentive Plan (vi) 195,000 PSUs with no expiry dates (vii) warrants to purchase 2,117,647 Common Shares at an exercise price of $5.00 USD expiring 2026 and (viii) warrants to purchase 3,551,852 Common Shares at an exercise price of $1.39 USD expiring July 21, 2027.
| Management Discussion & Analysis | Page 25 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
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.
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 June 30, 2022, VIQ Diversity Metrics were as follows:
| · | Global Employee Gender Diversification for all roles: 56% Women, 44% Men |
| · | Global Employee Gender Diversification for leadership roles: 29% Women, 71% Men |
| · | Global Race and Ethnicity Representation for all roles: 79% White, 16% Asian, 2% Black and 3% Latino |
| · | Geography where we work: 73% Australia, 14% United States, 3% Canada, 5% India, 3% Mexico and 2% United Kingdom. |
| · | Brick & Mortar: Eight physical Offices in four 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 2022.
| Management Discussion & Analysis | Page 26 |
| VIQ Solutions Inc. |
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three and the Six Months ended June 30, 2022
Subsequent Events
On July 14, 2022, the Company signed an amendment to the Crown Debt Facility (the “Crown Amending Agreement”). Under the Crown Amending Agreement, covenants related to the Fixed Charge Coverage Ratio and Net Debt to EBITDA were removed. 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 September 30, 2022 and December 31, 2022 were unchanged. .
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 otherPIPE expenses. Each Unit consists of one Common Share and one Common Share purchase warrant “Warrant”) . Each Warrant entitles the holder thereof to purchase one Cmmon 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.
| Management Discussion & Analysis | Page 27 |
Exhibit 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Sebastien Pare, Chief Executive Officer of VIQ Solutions Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of VIQ Solutions Inc. (the “issuer”) for the interim period ended June 30, 2022. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim 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 interim 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 end of the period covered by the interim filings |
| (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 interim 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 (COSO) 2013 financial controls framework. |
1
| 5.2 | ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period |
| (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. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2022 and ended on June 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: August 10, 2022
 |
|
| Sebastien Pare | |
| Chief Executive Officer |
2
Exhibit 99.5
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Alexie Edwards, Chief Financial Officer of VIQ Solutions Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of VIQ Solutions Inc. (the “issuer”) for the interim period ended June 30, 2022. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim 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 interim 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 end of the period covered by the interim filings |
| (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 interim 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 (COSO) 2013 financial controls framework. |
1
| 5.2 | ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period |
| (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. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2022 and ended on June 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: August 10, 2022
 |
|
| Alexie Edwards | |
| Chief Financial Officer |
2