VIQ Solutions Inc 6-K, filed May 12, 2022
VIQ Solutions Inc. (VQSSF)
About this 6-K
VIQ Solutions Inc filed this 6-K on May 12, 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 May 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: May 11, 2022 | By: | /s/ Alexie Edwards | |
| Name: | Alexie Edwards | ||
| Title: | Chief Financial Officer | ||
Form 6-K Exhibit Index
Exhibit 99.1
VIQ Solutions Reports First Quarter 2022 Financial Results
Significant Improvement in Technology Services Gross Margin Following Technology Integration
Reaffirms Full Year 2022 Goals
PHOENIX, AZ, May 11, 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 first quarter ending March 31, 2022. Results are reported in US dollars and prepared in accordance with International Financial Reporting Standards ("IFRS").
“We are on track to achieve our goals this year, realizing at least $50 million in revenue and improving our gross margin to reflect the integration of our technology platforms across all verticals, including Legal (Courts). Late in the quarter, we signed two new technology services contracts to support Court recording and transcription services and to facilitate transcripts of depositions and examinations under oath and hearings. These contracts have an estimated annual value of $1.9 million, which will increase the annual recurring revenue and positively impact organic growth numbers post COVID. The integration of Auscript and The Transcription Agency (“TTA”) this year, and migrating all Court clients to VIQ technology, is expected to drive significant gross margin improvement. March represents the first month, in over 26 months, that revenue is free from lockdowns. We are energized to compete in a new post-pandemic normal,” said Sebastien Paré, VIQ’s Chief Executive Officer.
“The Auscript acquisition increased our geographic and segment mix supporting further investment in Court technologies given the response to productivity gains in this segment. Additionally, VIQ’s ability to scale large contracts in Australia will continue accelerating regional revenue improvements. Australia represents 54% of current revenue. We expect revenue mix to continue to shift toward the Australian market as the year progresses given first quarter seasonality with court closures in January and February,” concluded Mr. Paré.
“As market requirements shift, our solutions flex to support the needs of our clients,” said Susan Sumner, VIQ’s President and Chief Operating Officer. “We are collaborating with a major U.S. court system to utilize our end-to-end solution suite to create efficiencies in the way testimony is managed. This high margin solution helps manage increased demand created by the court reporter shortage by automating the creation of a draft transcript edited by court resources. We are also collaborating with a notable court client in the UK to use FirstDraft™ creating new ways to deliver content to improve the accessibility and timeliness of information to key courtroom stakeholders. Our recent Fast Company award recognizes VIQ’s innovative approach leveraging AI to create efficiencies and drive transparency in courtrooms around the world.”
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Ms. Sumner continued, “We experienced significant gross margin improvement in our core technology services, driven primarily by migration to our technology, which increased from 38.4% to 46.5% year-over-year without subsidies. Additionally, there was a dramatic improvement in the cost to produce a minute of content in the U.S.1, which decreased by 13%. We are seeing meaningful improvements to key performance measures as we integrate the technology throughout our services operations, while markets reopening increased our organic bookings by 64%1.”
First Quarter 2022 Financial Highlights:
| · | Revenue of $11.5 million compared to $8.3 million in the same quarter of 2021. The increase of approximately $3.2 million, or 40%, was primarily driven by the acquisitions of Auscript and TTA offset by lower Technology sales recorded in Q1 2022; |
| · | In early February, 15 days of lockdown in Australia impacted revenue by an estimated $0.5 million. During the first quarter 2022, the Company’s revenue mix by vertical was Legal (Courts) 58%, Criminal Justice (including Law Enforcement) 13%, Insurance 15% and Media, Corporate and Government 14%; |
| · | During the first quarter 2022, the Company generated 54% of its revenue from Australia, 41% from the US and 5% in the UK, Canada and other geographies; |
| · | Gross profit was $5.5 million, or 47.6% of revenue, compared to $4.0 million, or 48.7% of revenue, in the same quarter of 2021. The increase in Gross Profit for the three months ended March 31, 2022, is primarily due to Q4 2021 acquisitions and productivity gains, partially offset by lower technology revenue versus the comparative period in 2021. In addition, the comparative 2021 period includes $0.1 million in COVID-19 wage subsidies versus nil in the three months ended March 31, 2022. Excluding COVID-19 wage subsidies, Gross Profit Margin1 for the three months ended March 31, 2022, would be 47.6% versus 47.3% in the comparative period in 2021. The improvements mentioned by Ms. Sumner, above, are embedded in the US technology services margins; |
| · | Net loss was $2.0 million, or $0.07 per diluted share, versus net loss of $1.7 million, or $0.07 per diluted share, in the same quarter in 2021; and |
| · | Adjusted EBITDA1 was negative $1.0 million versus Adjusted EBITDA of positive $0.3 million in the first quarter of 2021. The decrease in Adjusted EBITDA was driven primarily by lower technology sales not fully offset by higher technology services revenue and related gross profit, and higher Selling, General and Administrative expenses. Additionally, the Company had $0.3 million in COVID-19 wage subsidies in the comparable 2021 period. |
“Given that acquisitions closed late in the fourth quarter of last year, our gross margins reflect pre-integration results this quarter. As we integrate the acquisitions this year, and migrate our Court revenue into our technology, we expect overall gross margins will continue to lift further. SG&A expenses will decrease as we gain operating leverage, and begin to generate positive EBITDA,” said Alexie Edwards, VIQ’s Chief Financial Officer.
1 Please refer to “Non IFRS Financial Measures” below in this news release.
2
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%.
VIQ’s geographic revenue mix shifted toward Australia following the completion of the Auscript acquisition with approximately 50% of its 2022 revenue expected to be derived from Australia versus 31% in 2021.
A similar revenue mix shift is expected to occur within the Company’s four verticals, namely Criminal Justice, Legal (Courts), Insurance and Media, Corporate and Government. Legal (Courts) is expected to grow to 64% of revenue versus 34% in 2021, and Criminal Justice, Insurance and Media, and Corporate and Government are each expected to shift from a revenue contribution of approximately 22% each to approximately 12% each.
The Company’s plan is to continue shifting further toward predictable, recurring, higher margin technology revenue as FirstDraft is adopted, and more clients leverage higher margin machine drafts. The technology and technology services pipelines have strengthened, and related revenue will be realized during 2022.
Upcoming Events
VIQ Solutions will participate virtually at the upcoming H.C. Wainwright Global Investment Conference held as a hybrid conference May 23-26, 2022. Management will host virtual meetings with institutional investors throughout the conference. To schedule a meeting, please register at www.hcwevents.com/globalconference or reach out to the Investor Relations team by email at viq@htir.net.
Conference Call Details
VIQ will host a conference call and webcast to discuss its First Quarter 2022 results on Thursday, May 12 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.
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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.
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 Company’s current focus, the contemplated impact of significant new and renewed contracts on the Company, the Company’s goals including revenue and gross margin goals for 2022, improvement in court vertical productivity, composition of/shift in 2022 revenues, migration of verticals onto certain platforms, improvement in cash flow and EBITDA for 2022, future acquisitions, 2022 revenue growth by Company vertical, the Company's participation in the upcoming H.C. Wainwright Global Investment Conference and the timing of the Company's earnings call.
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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, 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.
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, gross margin and value of certain contracts 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 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)
| March 31, 2022 | December 31, 2021 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | 3,720,281 | $ | 10,583,534 | ||||
| Trade and other receivables, net of allowance for doubtful accounts | 6,564,640 | 5,594,368 | ||||||
| Inventories | 53,959 | 49,557 | ||||||
| Prepaid expenses and deposits | 1,735,545 | 2,054,793 | ||||||
| Non-current assets | 12,074,425 | 18,282,252 | ||||||
| Restricted cash | 538,231 | 303,945 | ||||||
| Property and equipment | 446,690 | 460,974 | ||||||
| Right of use assets | 1,067,513 | 1,134,493 | ||||||
| Intangible assets | 14,343,867 | 14,762,140 | ||||||
| Goodwill | 12,453,252 | 12,283,100 | ||||||
| Deferred tax assets | 522,910 | 464,800 | ||||||
| Total assets | $ | 41,446,888 | $ | 47,691,704 | ||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Trade and other payables and accrued liabilities | $ | 6,214,633 | $ | 5,380,701 | ||||
| Income tax payable | 162,486 | 97,784 | ||||||
| Share based payment liability | 498,993 | 551,201 | ||||||
| Derivative warrant liability | 943,540 | 1,862,876 | ||||||
| Current portion of long-term debt | 715,156 | 1,109,713 | ||||||
| Current portion of lease obligations | 304,043 | 287,901 | ||||||
| Current portion of contract liabilities | 914,132 | 1,003,187 | ||||||
| Non-current liabilities | 9,752,983 | 10,293,363 | ||||||
| Deferred tax liability | 1,120,955 | 1,199,266 | ||||||
| Long-term debt | 7,899,542 | 11,999,108 | ||||||
| Long-term contingent consideration | 167,645 | 166,603 | ||||||
| Long-term lease obligations | 873,530 | 900,868 | ||||||
| Other long-term liabilities | 1,021,387 | 1,042,938 | ||||||
| Total liabilities | 20,836,042 | 25,602,146 | ||||||
| Shareholders' Equity | ||||||||
| Capital stock | 72,191,764 | 72,191,764 | ||||||
| Contributed surplus | 4,960,614 | 4,842,208 | ||||||
| Accumulated other comprehensive income (loss) | 487,324 | 74,526 | ||||||
| Deficit | (57,028,856 | ) | (55,018,940 | ) | ||||
| Total shareholders’ equity | 20,610,846 | 22,089,558 | ||||||
| Total liabilities and shareholders' equity | $ | 41,446,888 | $ | 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 March 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenue | $ | 11,524,981 | $ | 8,254,222 | ||||
| Cost of Sales | 6,035,932 | 4,236,387 | ||||||
| Gross Profit | 5,489,049 | 4,017,835 | ||||||
| Expenses | ||||||||
| Selling and administrative expenses | 6,136,309 | 3,661,326 | ||||||
| Research and development expenses | 199,085 | 239,663 | ||||||
| Stock based compensation | 952,196 | 85,995 | ||||||
| Gain on revaluation of options | (708,447 | ) | – | |||||
| Gain on revaluation of RSUs | (174,253 | ) | – | |||||
| Foreign exchange loss | 258,760 | 215,325 | ||||||
| Depreciation | 135,714 | 73,555 | ||||||
| Amortization | 1,023,630 | 1,174,808 | ||||||
| 7,822,994 | 5,450,672 | |||||||
| Loss before undernoted items | (2,333,945 | ) | (1,432,837 | ) | ||||
| Interest expense | (339,713 | ) | (331,419 | ) | ||||
| Accretion and other financing costs | (132,973 | ) | (264,949 | ) | ||||
| Loss (Gain) on contingent consideration | (103,561 | ) | 95,994 | |||||
| Gain on revaluation of the derivative warrant liability | 886,816 | – | ||||||
| Restructuring costs | (14,381 | ) | – | |||||
| Business acquisition costs | (21,464 | ) | – | |||||
| Other income | 609 | 3,453 | ||||||
| (2,058,612 | ) | (1,929,758 | ) | |||||
| Current income tax recovery (expense) | (62,507 | ) | 41,990 | |||||
| Deferred income tax recovery | 111,203 | 220,979 | ||||||
| Income tax recovery | 48,696 | 262,969 | ||||||
| Net loss for the period | $ | (2,009,916 | ) | $ | (1,666,789 | ) | ||
| Exchange gain on translating foreign operations | 412,798 | 164,392 | ||||||
| Comprehensive loss for the period | $ | (1,597,118 | ) | $ | (1,502,397 | ) | ||
| Net loss per share | ||||||||
| Basic | (0.07 | ) | (0.07 | ) | ||||
| Diluted | (0.07 | ) | (0.07 | ) | ||||
| Weighted average number of common shares outstanding - basic | 29,881,717 | 24,467,151 | ||||||
| Weighted average number of common shares outstanding - diluted | 29,881,717 | 24,467,151 | ||||||
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Non-IFRS Measures
Adjusted EBITDA, Bookings, Technology Services Cost of Sales without Covid 19 subsidies per Minute of Audio and Gross Margin for Technology Services without Covid 19 Subsidies are not a measure recognized by IFRS and do not have standardized meanings prescribed by IFRS. Therefore, Adjusted EBITDA, Bookings, Technology Services Revenue per Day, Technology Services Cost of Sales without Covid 19 subsidies per Minute of Audio and Gross Margin for Technology Services without Covid 19 Subsidies may not be comparable to similar measures presented by other issuers. Investors are cautioned that 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, Bookings, Technology Services Cost of Sales without Covid 19 subsidies.
To evaluate the Company’s operating performance as a complement to results provided in accordance with IFRS, 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, current and deferred income tax expense. We believe that the items excluded from 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. The term Technology Services Cost of Sales per Minute of Audio refers to the direct labor cost of edited content divided by the volume of audio content delivered. The term Gross Margin for Technology Services without Covid 19 Subsidies refers Gross margin for technology services as reported less COVID-19 related subsidies received related to technology services employees.
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.
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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.
We believe that Technology Services Cost of Sales without Covid 19 subsidies per Minute of Audio and Gross Margin for Technology Services without Covid 19 Subsidies is useful supplemental information as it provides an indication of the cost of sales and gross margin generated by the Company’s technology segment excluding the impact of Covid 19 subsidies.
For a reconciliation of Adjusted EBITDA, Technology Services Cost of Sales without Covid 19 subsidies per Minute of Audio and Gross Margin for Technology Services without Covid 19 Subsidies please refer to the section entitled "Key Operating Metrics – Non-IFRS Measures" in the Company's management's discussion and analysis for the three months ended March 31, 2022, which is available on the Company's SEDAR profile at www.sedar.com.
Trademarks
This press release includes trademarks, such as “FirstDraft,” 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
months ended March 31, 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)
| March 31, 2022 | December 31, 2021 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | 3,720,281 | $ | 10,583,534 | ||||
| Trade and other receivables, net of allowance for doubtful accounts (notes 5, 6) | 6,564,640 | 5,594,368 | ||||||
| Inventories | 53,959 | 49,557 | ||||||
| Prepaid expenses and deposits | 1,735,545 | 2,054,793 | ||||||
| 12,074,425 | 18,282,252 | |||||||
| Non-current assets | ||||||||
| Restricted cash | 538,231 | 303,945 | ||||||
| Property and equipment | 446,690 | 460,974 | ||||||
| Right of use assets | 1,067,513 | 1,134,493 | ||||||
| Intangible assets (note 7) | 14,343,867 | 14,762,140 | ||||||
| Goodwill (note 7) | 12,453,252 | 12,283,100 | ||||||
| Deferred tax assets | 522,910 | 464,800 | ||||||
| Total assets | $ | 41,446,888 | $ | 47,691,704 | ||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Trade and other payables and accrued liabilities | $ | 6,214,633 | $ | 5,380,701 | ||||
| Income tax payable | 162,486 | 97,784 | ||||||
| Share based payment liability (note 10) | 498,993 | 551,201 | ||||||
| Derivative warrant liability (note 9) | 943,540 | 1,862,876 | ||||||
| Current portion of long-term debt (note 8) | 715,156 | 1,109,713 | ||||||
| Current portion of lease obligations (note 16) | 304,043 | 287,901 | ||||||
| Current portion of contract liabilities | 914,132 | 1,003,187 | ||||||
| 9,752,983 | 10,293,363 | |||||||
| Non-current liabilities | ||||||||
| Deferred tax liability | 1,120,955 | 1,199,266 | ||||||
| Long-term debt (note 8) | 7,899,542 | 11,999,108 | ||||||
| Long-term contingent consideration (note 4) | 167,645 | 166,603 | ||||||
| Long-term lease obligations (note 16) | 873,530 | 900,868 | ||||||
| Other long-term liabilities | 1,021,387 | 1,042,938 | ||||||
| Total liabilities | 20,836,042 | 25,602,146 | ||||||
| Shareholders' Equity | ||||||||
| Capital stock (note 10) | 72,191,764 | 72,191,764 | ||||||
| Contributed surplus | 4,960,614 | 4,842,208 | ||||||
| Accumulated other comprehensive income (loss) | 487,324 | 74,526 | ||||||
| Deficit | (57,028,856 | ) | (55,018,940 | ) | ||||
| Total shareholders’ equity | 20,610,846 | 22,089,558 | ||||||
| Total liabilities and shareholders' equity | $ | 41,446,888 | $ | 47,691,704 | ||||
Subsequent events (note 20)
See accompanying notes to consolidated financial statements.
| Approved by the Board | Signed “Larry Taylor” | Signed “Sebastien Paré” | |
| Larry Taylor, Director | Sebastien Paré, CEO and Director |
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VIQ Solutions Inc.
Interim Condensed Consolidated Statements of Loss and Comprehensive Loss
(Expressed in United States dollars, unaudited)
| Three months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenue (note 15) | $ | 11,524,981 | $ | 8,254,222 | ||||
| Cost of Sales | 6,035,932 | 4,236,387 | ||||||
| Gross Profit | 5,489,049 | 4,017,835 | ||||||
| Expenses | ||||||||
| Selling and administrative expenses | 6,136,309 | 3,661,326 | ||||||
| Research and development expenses | 199,085 | 239,663 | ||||||
| Stock based compensation (note 11) | 952,196 | 85,995 | ||||||
| Gain on revaluation of options (note 10) | (708,447 | ) | – | |||||
| Gain on revaluation of RSUs (note 10) | (174,253 | ) | – | |||||
| Foreign exchange loss (note 17) | 258,760 | 215,325 | ||||||
| Depreciation | 135,714 | 73,555 | ||||||
| Amortization (note 7) | 1,023,630 | 1,174,808 | ||||||
| 7,822,994 | 5,450,672 | |||||||
| Loss before undernoted items | (2,333,945 | ) | (1,432,837 | ) | ||||
| Interest expense | (339,713 | ) | (331,419 | ) | ||||
| Accretion and other financing costs (note 8) | (132,973 | ) | (264,949 | ) | ||||
| (Loss) Gain on contingent consideration (note 4) | (103,561 | ) | 95,994 | |||||
| Gain on revaluation of the derivative warrant liability (note 9) | 886,816 | – | ||||||
| Restructuring costs | (14,381 | ) | – | |||||
| Business acquisition costs | (21,464 | ) | – | |||||
| Other income | 609 | 3,453 | ||||||
| (2,058,612 | ) | (1,929,758 | ) | |||||
| Current income tax recovery (expense) | (62,507 | ) | 41,990 | |||||
| Deferred income tax recovery | 111,203 | 220,979 | ||||||
| Income tax recovery | 48,696 | 262,969 | ||||||
| Net loss for the period | $ | (2,009,916 | ) | $ | (1,666,789 | ) | ||
| Exchange gain on translating foreign operations | 412,798 | 164,392 | ||||||
| Comprehensive loss for the period | $ | (1,597,118 | ) | $ | (1,502,397 | ) | ||
| Net loss per share (note 12) | ||||||||
| Basic | (0.07 | ) | (0.07 | ) | ||||
| Diluted | (0.07 | ) | (0.07 | ) | ||||
| Weighted average number of common shares outstanding - basic (note 12) | 29,881,717 | 24,467,151 | ||||||
| Weighted average number of common shares outstanding - diluted (note 12) | 29,881,717 | 24,467,151 | ||||||
See accompanying notes to consolidated financial statements.
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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 | – | – | – | (2,009,916 | ) | 412,798 | (1,597,118 | ) | ||||||||||||||||
| Stock-based compensation (note 11) | – | – | 118,406 | – | – | 118,406 | ||||||||||||||||||
| Balance as at March 31, 2022 | $ | 29,881,717 | $ | 72,191,764 | $ | 4,960,614 | $ | (57,028,856 | ) | $ | 487,324 | $ | 20,610,846 | |||||||||||
| 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 | – | – | – | (1,666,789 | ) | 164,392 | (1,502,397 | ) | ||||||||||||||||
| 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 | |||||||||||||||||
| Stock-based compensation (note 11) | – | – | 85,995 | – | – | 85,995 | ||||||||||||||||||
| Balance as at March 31, 2021 | 24,893,638 | $ | 53,305,477 | $ | 4,282,820 | $ | (37,006,980 | ) | $ | 85,486 | $ | 20,666,803 | ||||||||||||
4
VIQ Solutions Inc.
Interim Condensed Consolidated Statements of Cashflow
(Expressed in United States dollars, unaudited)
| Three months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Cash provided used in Operating activities | ||||||||
| Net loss for the period | $ | (2,009,916 | ) | $ | (1,666,789 | ) | ||
| Items not affecting cash: | ||||||||
| Depreciation | 135,714 | 73,555 | ||||||
| Amortization | 1,023,630 | 1,174,808 | ||||||
| Stock-based compensation (note 11) | 952,196 | 85,995 | ||||||
| Accretion and other financing expense (note 8) | 132,973 | 264,949 | ||||||
| Interest expense (note 8) | 339,713 | 331,419 | ||||||
| Income tax recovery | (48,696 | ) | (262,969 | ) | ||||
| Loss (Gain) on contingent consideration (note 4) | 103,561 | (95,994 | ) | |||||
| Gain on revaluation of options (note 10) | (708,447 | ) | – | |||||
| Gain on revaluation of RSUs (note 10) | (174,253 | ) | – | |||||
| Gain on revaluation of derivative warrant liability (note 9) | (886,816 | ) | – | |||||
| Other income | (609 | ) | (3,453 | ) | ||||
| Foreign exchange loss (note 17) | 258,760 | 215,325 | ||||||
| Unrealized foreign exchange (gain) loss | 67,390 | 3,094 | ||||||
| Changes in non-cash operating working capital (note 13) | (78,900 | ) | (1,027,370 | ) | ||||
| Cash used in operating activities | (893,700 | ) | (907,430 | ) | ||||
| Investing activities | ||||||||
| Purchase of property and equipment | (16,462 | ) | (7,540 | ) | ||||
| Earn out payment (note 4) | (110,077 | ) | (386,827 | ) | ||||
| Development costs related to internally generated intangible assets (note 7) | (460,401 | ) | (532,298 | ) | ||||
| Employee loan advancement (note 5) | – | (518,431 | ) | |||||
| Change in restricted cash | (234,286 | ) | (50,837 | ) | ||||
| Cash used in investing activities | (821,226 | ) | (1,495,933 | ) | ||||
| 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) | (4,252,511 | ) | (381,157 | ) | ||||
| Repayment of lease obligations (note 16) | (37,399 | ) | (45,268 | ) | ||||
| Payment of interest on debt (note 8) | (621,965 | ) | (311,909 | ) | ||||
| Payment of interest on lease obligations (note 16) | (28,889 | ) | (7,777 | ) | ||||
| Cash provided by financing activities | (5,180,644 | ) | 1,550,695 | |||||
| Net decrease in cash for the period | (6,895,570 | ) | (852,668 | ) | ||||
| Cash, beginning of period | 10,583,534 | 16,835,671 | ||||||
| Effect of exchange rate changes on cash | 32,317 | 37,294 | ||||||
| Cash, end of period | $ | 3,720,281 | $ | 16,020,297 | ||||
See accompanying notes to interim condensed consolidated financial statements.
5
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 1. | Nature of operations |
VIQ Solutions Inc. (“VIQ” or the “Company”) is a technology and service platform provider for digital evidence capture, retrieval, and content management. VIQ’s modular software allows customers to easily integrate the platform at any stage of their organization's digitization, from the capture of digital content from video and audio devices through to online collaboration, mobility, data analytics, and integration with sensors, facial recognition, speech recognition, and case management or patient record systems. VIQ operates worldwide with a network of partners including security integrators, audio-video specialists, and hardware and data storage suppliers.
The Company also provides recording and transcription services directly to a variety of clients including medical, courtrooms, legislative assemblies, hearing rooms, inquiries and quasi-judicial clients in numerous countries including Canada, the United Kingdom, the United States and Australia.
VIQ was incorporated by articles of incorporation in the province of Alberta in November 2004. On June 21, 2017, the Company continued under articles of continuance in the province of Ontario. The Company’s head offices are located at 700 – 5915 Airport Road, Mississauga, Ontario, L4V 1H1. VIQ is a public company and the Company graduated from the Toronto Venture Exchange to the Toronto Stock Exchange in 2021. The Company's common shares began trading on the TSX and Nasdaq under, trading symbol VQS, at the market open on January 21, 2021, and August 12, 2021, respectively.
| 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 May 11, 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 Consolidated Financial Statements
(Expressed in United States dollars)
| (c) | Functional currency, presentation currency and foreign currency translation |
| 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 |
All financial information is presented in USD unless otherwise stated.
The exchange rates used were as follows:
| USD / CAD exchange rate | March 31, 2022 | December 31, 2021 | March 31, 2021 | |||||||||
| Closing at the reporting date | 0.7996 | 0.7874 | 0.7941 | |||||||||
| Average rate for the period | 0.7892 | 0.7976 | 0.7895 | |||||||||
| USD / AUD exchange rate | March 31, 2022 | December 31, 2021 | March 31, 2021 | |||||||||
| Closing at the reporting date | 0.7490 | 0.7261 | 0.7607 | |||||||||
| Average rate for the period | 0.7236 | 0.7525 | 0.7724 | |||||||||
| USD / GBP exchange rate | March 31, 2022 | December 31, 2021 | March 31, 2021 | |||||||||
| Closing at the reporting date | 1.3132 | 1.3510 | 1.3767 | |||||||||
| Average rate for the period | 1.3417 | 1.3762 | 1.3787 | |||||||||
The financial results of each subsidiary consolidated in the Company’s consolidated financial statements are measured using the subsidiary’s functional currency, which is the currency of the primary economic environment in which the entity operates for each of the Company’s wholly owned subsidiaries.
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.
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.
7
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
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 March 31, 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 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. |
| (iii) | Standards and interpretations issued but not yet effective |
Deferred Tax related assets and liabilities arising from a Single Transaction (Amendments to IAS 12)
The amendments narrow the scope of the initial recognition exemption to exclude transactions that give rise to equal and offsetting temporary differences – e.g. leases and decommissioning liabilities. The amendments apply for annual reporting periods beginning on or after January 1, 2023. For leases and decommissioning liabilities, the associated deferred tax asset and liabilities will need to be recognized from the beginning of the earliest comparative period presented, with any cumulative effect recognized as an adjustment to retained earnings or other components of equity at that date. For all other transactions, the amendments apply to transactions that occur after the beginning of the earliest period presented. The amendments are effective for annual periods beginning on or after January 1, 2023. Earlier adoption is permitted. The Company is currently assessing the impact of this new amendment.
8
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
In February 2021, the IASB issued Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2). The amendments provide guidance to help entities disclose their material (previously "significant") accounting. The amendments are effective for annual reporting periods beginning on or after January 1, 2023. Earlier application is permitted. The Company is currently assessing the impact of these amendments.
Definition of Accounting Estimates (Amendments to IAS 8)
In February 2021, the IASB issued Definition of Accounting Estimates (Amendments to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors). The amendments define accounting estimates and clarify the distinction between changes in accounting estimates and changes in accounting policies. The amendments are effective for annual reporting periods beginning on or after January 1, 2023. Earlier application is permitted. The Company is currently assessing the impact of these amendments.
Other Standards
The following new and amended standards are not expected to have a significant impact on the Company’s consolidated financial statements.
| · | 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. | Acquisitions |
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 $9,135,131 was paid during 2021.
The acquisitions completed during the year ended December 31, 2021 were each determined to be a business combination and were accounted for using the acquisition method in accordance with IFRS 3 with the results of operations consolidated with those of the Company effective October 1, 2021 for TTA and December 13, 2021 for Auscript.
9
VIQ Solutions Inc.
Notes to 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 Acquisitions:
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 months ended March 31, 2022, the Company reported a loss on contingent consideration of $103,561 (2021 – gain of $95,944 for a reduction in earnout payable) for the additional earnout payable. Additionally, accretion expense of $13,459 (2021 - $134,288) was recorded for WordZ during the three months ended March 31, 2022. Earnout payment of $110,077 was paid out to the previous owners of WordZ (2021 - $386,827).
As at March 31, 2022, total contingent consideration payable to WordZ sellers is $544,586 (December 31, 2021 - $523,926), of which $376,941 (December 31, 2021 - $357,323) is recorded as trade and other payables and accrued liabilities, and $167,645 has been recorded as long-term contingent consideration (December 31, 2021 - $166,603).
10
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 5. | Trade and other receivables |
| March 31, 2022 | December 31, 2021 | |||||||
| Trade accounts receivable | $ | 4,956,742 | $ | 4,423,315 | ||||
| Other receivable (note 6) | 1,900,515 | 1,487,255 | ||||||
| Less: allowance for doubtful accounts (note 17) | (292,617 | ) | (316,202 | ) | ||||
| $ | 6,564,640 | $ | 5,594,368 | |||||
As at March 31, 2022, other receivable relates to unbilled revenue of $1,266,519 (December 31, 2021 - $807,067), government assistance receivable of $574,703 (December 31, 2021 – $574,703) (note 6) and sales tax receivable and other receivables of $59,293 (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 months ended March 31, 2022, there were no government wage subsidies (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. This program is no longer available during the three months ended March 31, 2022 (2021 - $284,155).
As at March 31, 2022, the consolidated statement of financial position included assistance receivable of $574,703 (2021 - $574,703) in trade and other receivables.
11
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 7. | Intangible assets and goodwill |
Details of the Company’s intangible assets as of March 31, 2022 are listed as follows:
| Balance January 1, 2022 | Additions | Foreign
exchange | Balance March 31, 2022 | |||||||||||||
| Cost | ||||||||||||||||
| Customer relationships | $ | 15,459,158 | – | 57,291 | $ | 15,516,449 | ||||||||||
| Technology | 470,000 | – | – | 470,000 | ||||||||||||
| Non-compete | 176,140 | – | 3,929 | 180,069 | ||||||||||||
| Brand | 2,375,539 | – | 26,237 | 2,401,776 | ||||||||||||
| Patents | 15,232 | – | – | 15,232 | ||||||||||||
| Internally generated intangible assets | 9,371,951 | 460,401 | 131,668 | 9,964,020 | ||||||||||||
| $ | 27,868,020 | 460,401 | 219,125 | $ | 28,547,546 | |||||||||||
| Accumulated amortization | ||||||||||||||||
| Customer relationships | 6,361,535 | 652,888 | – | 7,014,423 | ||||||||||||
| Technology | 290,499 | 23,500 | – | 313,999 | ||||||||||||
| Non-compete | 56,743 | 49,224 | – | 105,967 | ||||||||||||
| Brand | 349,495 | 177,189 | – | 526,684 | ||||||||||||
| Patents | – | – | – | – | ||||||||||||
| Internally generated intangible assets | 6,047,608 | 120,829 | 74,169 | 6,242,606 | ||||||||||||
| 13,105,880 | 1,023,630 | 74,169 | 14,203,679 | |||||||||||||
| Net book value | $ | 14,762,140 | $ | 14,343,867 | ||||||||||||
Details of the Company’s goodwill as of March 31, 2022 are listed as follows:
Balance | Foreign exchange | Balance | ||||||||||
| VIQ Solutions PTY Ltd. | $ | 612,574 | 19,174 | $ | 631,748 | |||||||
| Dataworxs | 141,504 | 2,192 | 143,696 | |||||||||
| 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 | (11,992 | ) | 751,605 | ||||||||
| Auscript | 4,580,348 | 160,778 | 4,741,126 | |||||||||
| $ | 12,283,100 | $ | 170,152 | $ | 12,453,252 | |||||||
12
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
8. Long-term debt
| March 31, 2022 | December 31, 2021 | |||||||
| Crown Capital Funding Partner LP Note Payable (a) | $ | 7,503,196 | $ | 11,781,127 | ||||
| Unsecured HomeTech interest-free promissory note (b) | 395,477 | 443,322 | ||||||
| Unsecured WordZ 5% promissory note (b) | 687,422 | 770,103 | ||||||
| U.S. Paycheck Protection Program loan (c) | 28,603 | 114,269 | ||||||
| Less current portion of long term debt | (715,156 | ) | (1,109,713 | ) | ||||
| $ | 7,899,542 | $ | 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 $11,800,500 (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 months ended March 31, 2022, the Company recorded interest expense of $300,653 (2021 - $300,785).
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 months ended March 31, 2022, there was $87,642 recorded (2021 - $84,941) 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 amended secured debt facility waives the Fixed Charge Coverage Ratio for the quarter ending December 31, 2022 and the Net Debt to EBITDA ratio for quarter ending 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. There were no financial covenants applicable as at March 31, 2021.
The change to the amended agreement resulted in the early repayment of principal of $4,005,768 (CAD $5,000,000) which was due originally due November 2023. 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 and the carrying value of the Crown debt facility remains at $7,503,197 (CAD $9,383,688) at March 30, 2022.
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.
13
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Term and repayment schedule Crown Capital Debt Facility (CAD)
| Balance at March 31, 2022 | $ | 10,450,000 | ||
| Interest payable June 30, 2022 | 260,534 | |||
| 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. During the period ended March 31, 2022, the Company repaid a total principal of $60,000 (2021 - $60,000). 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 $12,154 (2021 - $17,274) for the period ended March 31, 2022.
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 period ended March 31, 2022, the company recorded interest expense of $9,238 (2021 – 14,132) and accretion expense of $19,719 (2021 - $28,445). In addition, the Company repaid $101,077 (2021 – 111,638) during the three months ended March 31, 2022.
| (c) | U.S. Paycheck Protection Program Loan |
During the period ended March 31, 2022, the Company repaid $85,666 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.
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.
14
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
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:
| Three months ended March 31, 2022 | ||||||||||||
| Derivative warrant liabilities | ||||||||||||
| March 31,
2022 Period-End | December 31,
2021 Period-End | September 15,
2021 Initial Recognition | ||||||||||
| Fair value (CAD) | $ | 0.56 | $ | 1.12 | $ | 1.93 | ||||||
| Share price (CAD) | $ | 2.03 | $ | 3.11 | $ | 4.43 | ||||||
| Exercise price (CAD) | $ | 6.25 | $ | 6.35 | $ | 6.33 | ||||||
| Expected volatility | 66.07 | % | 64.72 | % | 62.06 | % | ||||||
| Option life (years) | 4.46 | 4.71 | 5.0 | |||||||||
| Expected dividends | 0 | % | 0 | % | 0 | % | ||||||
For the three months ended March 31, 2022, a gain on revaluation of derivative warrant liabilities was recorded in the amount of $886,816, (2021 - $nil). As at March 31, 2022, there were 2,117,647 warrants outstanding and nil exercised (December 31, 2021 - nil).
| 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.
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 three months period ended March 31, 2022 (December 31, 2021 – nil stock options granted).
15
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Common Shares
The Company’s authorized capital consists of an unlimited number of common shares with no par value. As at March 31, 2022, common shares of the Company were reserved as follows:
| Exercise
Price (CAD) | Expiry dates | Number outstanding | |||||||
| Options – Legacy Plan | $4.40 – $6.40 | January 2022 – December 2022 | 97,000 | ||||||
| $2.84 - $6.00 | January 2023 – December 2023 | 141,250 | |||||||
| $2.10 - $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 | 721,500 | ||||||
| $8.93 | January 2031 – June 2031 | 68,586 | |||||||
| $2.80 | January 2031 – December 2031 | 150,000 | |||||||
| $2.99 | January 2031 – December 2031 | 175,000 | |||||||
| 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 | |||||||
Warrants
During the three months ended March 31, 2022, there were no warrants exercised (2021 – 1,123,878) for $nil proceeds (2021 - $2,092,276). During the period ended March 31, 2022, there were no warrants issued under the Legacy plans (2021 – nil).
As at March 31, 2022, there were no warrants outstanding other than those classified as derivative warrant liabilities in Note 9 (2021 – nil)
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 months ended March 31, 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 |
16
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
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 March 31, 2022, 749,267 options were vested related to the legacy plan (December 31, 2021 – 749,267) with a weighted average exercise price of CAD $3.16 per share (December 31, 2021 – CAD $3.16).
As at March 31, 2022, 46,500 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 (2020 –$8.84).
During the three months ended March 31, 2022, there were no stock options granted to directors, officers, employees, and contractors (2021 – nil).
As a result of measuring the Options classified as cash-settled share-based payments related to the Omnibus Equity Incentive Plan at fair value, the Company recorded a gain on revaluation of options of $708,447 for the three months ended March 31, 2022 (2021 - $nil). The amount recorded at the grant date were recorded in stock-based compensation. The significant inputs used in the Black-Scholes option pricing model were as follows:
| Three months ended
March 31, 2022 | Year ended December 31, 2021 | Three months ended March 31, 2021 | ||||||
Omnibus
Equity | Omnibus
Equity Incentive Plan | Omnibus
Equity Incentive Plan | ||||||
| Fair value (CAD) | $1.28 | $2.13 | N/A | |||||
| Share price (CAD) | $2.03 | $3.11 | N/A | |||||
| Exercise price (CAD) | $8.84 - $8.93 | $8.84 - $8.93 | N/A | |||||
| Expected volatility | 81.93% | 82.07% | N/A | |||||
| Option life (years) | 9.20 | 9.45 | N/A | |||||
| Expected dividends | 0% | 0% | N/A | |||||
| Risk-free interest rate (based on overnment bonds) | 2.4% | 1.42% | N/A |
During the three months ended March 31, 2022, nil options were exercised (2021 – 178,333, for $nil proceeds (2021 - $202,857). There were no stock options forfeited during the three months ended March 31, 2022 (2021 – nil). There were 72,000 stock options that expired during the three months ended March 31, 2022 (2021 – nil).
The following information applies to stock options outstanding and exercisable per the legacy plan as at March 31, 2022, along with their respective exercise prices and related weighted average remaining contractual life:
| Range
of exercise prices (CAD) | Options
outstanding | Weighted
average remaining contractual life | Weighted
average exercise price (CAD) | Options
exercisable | Weighted
average exercise price (CAD) | ||||||||||||
| $4.40 – $6.40 | 97,000 | 0.1 years | $ | 4.92 | 97,000 | $ | 4.92 | ||||||||||
| $2.84 - $6.00 | 141,250 | 1.6 years | $ | 3.28 | 141,250 | $ | 3.28 | ||||||||||
| $2.20 - $3.10 | 247,017 | 2.3 years | $ | 2.44 | 247,017 | $ | 2.44 | ||||||||||
| $3.13 | 396,000 | 3.1 years | $ | 3.13 | 264,000 | $ | 3.13 | ||||||||||
| 881,267 | 2.3 years | $ | 3.16 | 749,267 | $ | 3.16 | |||||||||||
17
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
The following information applies to stock options outstanding and exercisable per the Omnibus Equity Incentive plan as at March 31, 2021, along with their respective exercise prices and related weighted average remaining contractual life:
| Range
of exercise prices (CAD) | Options outstanding | Weighted average remaining contractual life | Weighted average exercise price (CAD) | Options exercisable | Weighted
average exercise price (CAD) | |||||||||||||
| $2.80 - $2.99 | 325,000 | 9.7 years | $ | 2.90 | - | - | ||||||||||||
| $8.84 – $8.93 | 790,086 | 9.2 years | $ | 8.85 | 46,500 | $ | 8.84 | |||||||||||
| 1,115,086 | $ | 7.11 | 46,500 | $ | 8.84 | |||||||||||||
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 March 31, 2022 were 2,988,172 (December 31, 2021 – 2,988,172) of which 1,996,353 were outstanding stock options, 66,667 were outstanding DSUs, and 196,017 were outstanding RSUs for a total of 2,259,036 (December 31, 2021 – 2,259,036).
The Company did not grant any DSU’s to Directors of the Company during the period ended March 31, 2022 (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 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 |
During the three months ended March 31, 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 |
Since the election and 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.
18
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
The Company utilized the Black-Scholes option pricing model to initially fair value the RSUs granted and included the following assumptions:
| March 31, 2022 | March 31, 2021 | |||
| Omnibus
Equity Incentive Plan | Omnibus
Equity Incentive Plan | |||
| Fair value (CAD) | $2.75 - 8.93 | N/A | ||
| Share price (CAD) | $ 2.75 - 8.93 | N/A | ||
| Exercise price (CAD) | N/A | N/A | ||
| Expected volatility | 68.93% - 81.58% | N/A | ||
| Option life (years) | 3.0 to 10.0 | N/A | ||
| Expected dividends | 0% | N/A | ||
| Risk-free interest rate (based on government bonds) | 1.02% - 1.38% | N/A |
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 $174,253 for during the period ended March 31, 2022 (2021 – $nil). The significant inputs used in the Black-Scholes option pricing model were as follows:
| Three months ended March 31, 2022 | Year ended December 31, 2021 | Three months ended March 31, 2021 | ||||||
| Omnibus
Equity Incentive Plan | Omnibus
Equity Incentive Plan | Omnibus
Equity Incentive Plan | ||||||
| Fair value (CAD) | $2.03 | $3.11 | N/A | |||||
| Share price (CAD) | $2.03 | $3.11 | N/A | |||||
| Exercise price (CAD) | N/A | N/A | N/A | |||||
| Expected volatility | 81.93% | 83.07% | N/A | |||||
| Option life (years) | 9.20 | 9.5 | N/A | |||||
| Expected dividends | 0% | 0% | N/A | |||||
| Risk-free interest rate (based on government bonds) | 2.40% | 1.42% | N/A |
| 11. | Stock-based compensation |
The total compensation expense relating to the value assigned to the stock options and RSUs granted to directors, officers, employees and contractors for the three months ended March 31, 2022 was $952,196 (2021 - $85,995) which was included in the stock-based compensation expense with a corresponding charge for the three months ended March 31, 2022 to contributed surplus of $118,406 (2021 – 85,995) and share based payment liability of $833,790 (2021 - $nil). The share-based payment liability was offset by the gain recorded of $174,253 (2021 - $nil) for period ended March 31, 2022 (see Note 10).
19
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 12. | Net loss per share |
| Three months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Numerator for basic and diluted net loss per share: | ||||||||
| Net loss for the period | $ | (2,009,916 | ) | $ | (1,666,789 | ) | ||
| Denominator for basic net loss per share: | ||||||||
| Weighted average number of common shares outstanding | 29,881,717 | 24,467,151 | ||||||
| Effect of potential dilutive securities | – | – | ||||||
| Adjusted denominator for diluted net loss per share | 29,881,717 | 24,467,151 | ||||||
| Basic net loss per share | $ | (0.07 | ) | $ | (0.07 | ) | ||
| Diluted net loss per share | $ | (0.07 | ) | $ | (0.07 | ) | ||
For the period ended March 31, 2022, 4,376,683 of potentially dilutive common shares (2021 – 2,489,364) issuable upon the exercise of the conversion option related to convertible debt, warrants, deferred share units, and options were not included in the computation of loss per share because their effect was anti-dilutive.
| 13. | Supplemental cash flow information |
Components of the net change in non-cash working capital are as follows:
| Three months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Trade and other receivables | $ | (1,074,634 | ) | $ | (719,175 | ) | ||
| Inventories | (4,402 | ) | (9,609 | ) | ||||
| Prepaid expenses | 319,248 | (187,672 | ) | |||||
| Trade and other payables | 769,943 | (161,884 | ) | |||||
| Contract liabilities | (89,055 | ) | 50,970 | |||||
| Total | $ | (78,900 | ) | $ | (1,027,370 | ) | ||
Other supplemental cash flow information as follows:
| Three months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Cash received for interest | $ | 609 | $ | 3,453 | ||||
| Cash paid for interest | 650,854 | 319,686 | ||||||
20
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 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.
Financial information by reportable business segment is as follows:
| Three months ended March 31, 2022 | ||||||||||||||||
| Technology
and related revenue | Technology services | Corporate | Total | |||||||||||||
| Consolidated income (loss) | ||||||||||||||||
| Revenue | $ | 758,699 | $ | 10,766,282 | $ | - | $ | 11,524,981 | ||||||||
| Gross profit | 483,663 | 5,005,386 | – | 5,489,049 | ||||||||||||
| Selling and administrative expenses | 2,001,535 | 3,482,017 | 652,757 | 6,136,309 | ||||||||||||
| Stock-based compensation | 62,684 | 889,512 | – | 952,196 | ||||||||||||
| Research and development expenses | 199,085 | – | – | 199,085 | ||||||||||||
| Depreciation and amortization | 151,740 | 1,007,604 | – | 1,159,344 | ||||||||||||
| Foreign exchange loss | 531,508 | (272,748 | ) | – | 258,760 | |||||||||||
| Interest, accretion and other financing expense | 5,360 | 23,528 | 443,798 | 472,686 | ||||||||||||
| Loss on contingent consideration | – | 103,561 | – | 103,561 | ||||||||||||
| Gain on revaluation of options | (46,638 | ) | (661,809 | ) | – | (708,447 | ) | |||||||||
| Gain on revaluation of RSUs | (11,471 | ) | (162,782 | ) | – | (174,253 | ) | |||||||||
| Gain on revaluation of the derivative warrant liability | (58,380 | ) | (828,436 | ) | – | (886,816 | ) | |||||||||
| Restructuring costs | 14,381 | – | – | 14,381 | ||||||||||||
| Business acquisition costs | – | – | 21,464 | 21,464 | ||||||||||||
| Other income | (386 | ) | (223 | ) | – | (609 | ) | |||||||||
| Current income tax expense | – | 62,507 | – | 62,507 | ||||||||||||
| Deferred income tax recovery | – | (111,203 | ) | – | (111,203 | ) | ||||||||||
| Segment income (loss) | (2,365,755 | ) | 1,473,858 | (1,118,019 | ) | (2,009,916 | ) | |||||||||
21
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| Three months ended March 31, 2021 | ||||||||||||||||
| Technology
and related revenue | Technology services | Corporate | Total | |||||||||||||
| Consolidated income (loss) | ||||||||||||||||
| Revenue | $ | 1,686,290 | $ | 6,567,932 | $ | – | $ | 8,254,222 | ||||||||
| Gross profit | 1,383,600 | 2,634,235 | – | 4,017,835 | ||||||||||||
| Selling and administrative expenses | 1,342,962 | 1,805,844 | 512,520 | 3,661,326 | ||||||||||||
| Stock-based compensation | – | – | 85,995 | 85,995 | ||||||||||||
| Research and development expenses | 239,663 | – | – | 239,663 | ||||||||||||
| Depreciation and amortization | 560,127 | 688,236 | – | 1,248,363 | ||||||||||||
| Foreign exchange loss | 215,249 | 76 | 215,325 | |||||||||||||
| Interest, accretion and other financing expense | 6,485 | 1,292 | 588,591 | 596,368 | ||||||||||||
| Gain on contingent consideration | – | (95,994 | ) | – | (95,994 | ) | ||||||||||
| Other income | (3,453 | ) | – | – | (3,453 | ) | ||||||||||
| Current income tax recovery | – | (41,990 | ) | – | (41,990 | ) | ||||||||||
| Deferred income tax recovery | – | (220,979 | ) | – | (220,979 | ) | ||||||||||
| Segment income (loss) | (977,433 | ) | 497,750 | (1,187,106 | ) | (1,666,789 | ) | |||||||||
The comparative figures have been adjusted for the three months ended March 31, 2021 to reflect the current year’s presentation. The revenue originally reported for the period ended March 31, 2021 for technology and related revenue and technology services were $1,423,355 and $6,830,867 respectively. The gross profit originally reported for the period ending March 31, 2021 were $1,301,039 and $2,716,796 for technology and related revenue and technology services 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 March 31, | ||||||||
| Primary geographical markets | 2022 | 2021 | ||||||
| Australia | $ | 6,275,306 | $ | 2,413,454 | ||||
| United States | 4,677,880 | 4,878,512 | ||||||
| United Kingdom | 502,664 | 668,388 | ||||||
| Canada | 46,425 | 10,401 | ||||||
| Other | 22,706 | 283,467 | ||||||
| Total | $ | 11,524,981 | $ | 8,254,222 | ||||
| Three months ended March 31, | ||||||||
| Major products / service lines | 2022 | 2021 | ||||||
| Technology services | $ | 10,766,282 | $ | 6,567,932 | ||||
| Software licenses | 43,847 | 712,294 | ||||||
| Support and maintenance | 475,267 | 588,707 | ||||||
| SaaS | 21,579 | 10,395 | ||||||
| Subscription | 101,870 | 24,090 | ||||||
| Professional services | 48,093 | 243,264 | ||||||
| Hardware and other | 68,043 | 107,540 | ||||||
| Total | $ | 11,524,981 | $ | 8,254,222 | ||||
22
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
The Company had no customer who contributed greater than 10 percent of consolidated total revenues during the period ended March 31, 2022 (2021 – one customer at 11.7 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 period ended March 31, 2022 and 2021:
| Three months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Lease obligations, January 1 | $ | 1,188,769 | $ | 354,199 | ||||
| Interest on lease liabilities | 28,889 | 7,777 | ||||||
| Interest payments on lease liabilities | (28,889 | ) | (7,777 | ) | ||||
| Principal payments of lease liabilities | (37,399 | ) | (45,268 | ) | ||||
| Adjustments | - | (1,736 | ) | |||||
| Foreign exchange difference | 26,203 | 2,297 | ||||||
| Lease obligations, March 31 | $ | 1,177,573 | $ | 309,492 | ||||
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 | $ | 344,461 | ||
| 2023 | 491,241 | |||
| 2024 | 347,396 | |||
| 2025 | 253,998 | |||
| $ | 1,437,096 |
| 17. | Risk management for financial instruments |
Fair values
The estimated 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 rates.
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 March 31, 2022.
23
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
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.
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.
The Company’s exposure to credit risk for trade receivables by geographic area was as follows:
| March 31, 2022 | December 31, 2021 | |||||||
| United States | 50 | % | 48 | % | ||||
| Australia | 37 | % | 31 | % | ||||
| United Kingdom | 12 | % | 14 | % | ||||
| Rest of world | 1 | % | 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.
24
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
The Company’s Australian subsidiaries have a majority of revenue and expenses being transacted in Australian dollars. As of March 31, 2022, fluctuations of the Australian dollar relative to the United States dollar of 5% would result in an exchange gain or loss on the net financial assets, impacting the Company’s comprehensive income by approximately $25,000 (2021 – $50,000).
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 $16,000 as at March 31, 2022 (2021 – $17,000).
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 $2,000 as at March 31, 2022 (2021 – $21,000).
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 $258,760 for the period ended March 31, 2022 (2021 – foreign exchange loss of $215,325).
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.
25
VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)
| 18. | Purchase Commitment |
The Company has entered into a commitment for capital equipment refreshment for our Australian court business in the amount of $597,000 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 April 28, 2022, the Company signed an amendment to the Crown debt facility related to the additional financial covenants that were added on March 30, 2022 ( note 8). The amendment increased the restriction amounts of selling, administrative and research and development costs that the Company can spend in each of the respective quarters ending June 30, 2022, September 30, 2022, and December 31, 2022.
26
Exhibit 99.3
VIQ Solutions Inc.
Q1 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 Months ended March 31, 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 months ended March 31, 2022. This MD&A should also be read in conjunction with the Q1 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 (“IFRIC”) interpretations as issued by the International Accounting Standards Board (“IASB”) 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 Exhibit to the Registration Statement on Form F-10 at EDGAR at www.sec.gov/edgar.
Certain information included herein is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these 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 May 11, 2022, unless we indicate otherwise.
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 through the EDGAR system (“EDGAR”) of the U.S. Securities and Exchange Commission’s (“SEC”) website.
As a result of the Company’s graduation to the Toronto Stock Exchange (the “TSX”), trading of VIQ shares on the TSX Venture Exchange (the “TSX-V”) ceased after January 20, 2021. VIQ’s shares were delisted from the TSX-V at the commencement of trading on the TSX. The trading symbol for the common shares of VIQ on the TSX remained unchanged as “VQS”. VIQ’s common shares commenced trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VQS” on August 12, 2021.
All amounts herein are presented in United States dollars, unless otherwise indicated.
Forward-Looking Statements
This MD&A contains forward-looking statements about our achievements, the recovery of the global economy, timing of disclosure related to key performance indicators, use of future cash and capital allocation, remediation of material weaknesses in internal controls, 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 VIQ Solutions 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 the Company can give no assurance that such expectations will prove to be correct.
| 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 Months ended March 31, 2022
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 impact of increasing competition; the general stability of the economic and political environment in which VIQ Solutions operates, including significant changes in demand from our 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; our dependence on a limited number of clients; our dependence on industries affected by rapid technological change; our ability to successfully manage our operations internationally including in the United Kingdom, Australia and the United States; the challenge of managing our financial exposures to foreign currency fluctuations; our ability to obtain qualified staff and services in a timely and cost-efficient manner; our ability to obtain financing on acceptable terms 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 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 VIQ Solutions' ability to successfully market its products. Readers are cautioned that the foregoing list of factors is not exhaustive.
The purpose of the forward-looking statements is to provide the reader with a description of management’s 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 our future performance. Furthermore, the forward-looking statements contained in this document are made as at the date of this document and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
Pro Forma Information
This MD&A also contains pro forma financial information, including with respect to annual recurring revenue (“ARR”) for the three months ended March 31, 2022 and 2021. The Company believes the pro forma results presented provide relevant and useful information for investors because they clarify the Company's operating performance, make it easier to compare the Company's results with those of other companies and allow investors to review performance in the same way as the Company's management. Since these measures are not calculated in accordance with IFRS, they should not be considered in isolation of, or as a substitute for, our reported results as indicators of the Company's performance, and they may not be comparable to similarly named measurements from other companies. The Company disclaims any intention or obligation to update or revise any pro forma financial information contained in this MD&A, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the pro forma financial information contained in this MD&A should not be used for purposes other than for which it is disclosed herein.
Trademarks
This MD&A includes trademarks, such as “CapturePro”, “aiAssist”, “NetScribe”, which are protected under applicable intellectual property laws and are the property of VIQ. Solely for convenience, our trademarks referred to in this MD&A may appear without the ® or 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 MD&A, other than those that belong to VIQ, are the property of their respective owners.
Non-IFRS Measures
The Company prepares its financial statements in accordance with IFRS. Non-IFRS measures are used by management to provide additional insight into our performance and financial condition. We believe non-IFRS measures are an important part of the financial reporting process and are useful in communicating information that complements and supplements the consolidated financial statements.
| 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 Months ended March 31, 2022
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 |
For a detailed description of each of the non-IFRS measures 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 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 2,870 active clients in the criminal justice, legal, insurance, media, government, and financial services verticals. We have operations in the U.S., Canada, Australia and 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. In 2021, our platform processed over 13.3 million minutes of recorded, multi-speaker, multi-channel audio and video and created 7.3 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 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.
| 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 Months ended March 31, 2022
Our revenue consists of 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 recurring editing documentation services provided to our clients. Technology service revenue consists of fees charged for recurring 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.
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 primarily 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 in our global brand to increase the future revenue growth of the Company.
Research and Development Expenses
Research and development expenses include personnel and related costs for ongoing research, development and product management initiatives.
Business Overview of Q1 2022
Q1 2022 represents the end of COVID shutdowns that have heavily impacted the court, insurance and law enforcement segments throughout the last two years. While January and February were still heavily affected, particularly in Australia with seasonality, COVID shutdowns and floods, March represents the beginning of the recovery that will establish the foundation of a more consistent business operation. Technology Service revenue for Q1 2022 was $10.8M. Two new technology services contracts were awarded late in the quarter adding an estimated of $1.9M of ARR1 starting in Q2 2022 and is expected to positively impact organic growth numbers post COVID.
US and Australian markets are reestablishing their steady state, albeit slower than expected in the insurance market, and the Great Resignation is creating productivity challenges in both geographies. Investments in technology and a more regulated and well-established global presence have helped with productivity and will guide improvements in reducing overall operating costs. Australia is also seeing the direct advantage of a more stable business in March to absorb the dormant resources preserved during the COVID shutdowns.
1 ARR is the annualized equivalent value of the Software Support Maintenance, Software Subscriptions and Technology Services revenue of all existing contracts as of the date being measured. Please refer to the section entitled “Non-IFRS Measures”.
| 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 Months ended March 31, 2022
In Q1 2022, as we committed, we are measuring key operating metrics to establish the baseline performance of the business. When comparing Q1 2022 to Q1 2021, we have seen dramatic improvements in many of our key metrics including;
| • | The gross margin excluding COVID subsidies for consolidated technology services has improved 8.1%, from 38.4% to 46.5%. We will continue to see an increase in the gross margin as the deployment of our technology matures, our editors respond to that technology, and our global resourcing is firmly established. It is important to note that there are even more significant (non-COVID) gains in regions where we fully deployed VIQ technology. |
| • | There was a dramatic improvement in the cost to produce a minute of transcription in the U.S., which dropped by 13 percent, however the consolidated values did increase due to the higher proportion of Australia Courts cost not yet migrated and integrated 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 editing and technology-based workflows. |
| • | The Net Promoter Score (NPS)2, which gauges customer loyalty, satisfaction, and enthusiasm, was an 86, which Creators of NPS, Bain & Company, suggests that a score above 80 is world class. Our VIQ client base, which has remained steady year to year, has an excellent NPS score; it reflects a stable and satisfied customer base. |
Looking forward to Q2 2022 and the rest of the year, efficiency gains will continue to improve as operational costs associated with integration of acquisition roll off, positioning VIQ toregain profitability exiting 2022.
Key Operating Highlights during the three months ended March 31, 2022
| • | Total revenue for the three months ended March 31, 2022, was $11,524,981, a increase of $3,270,759 or 40% from $8,254,222 recognized in the comparative period in 2021. |
| • | Gross margin for the three months ended March 31, 2022, was $5,489,049 representing 47.6% of revenue versus 48.7% of revenue in the comparative period in 2021. |
| • | Net loss for the three months ended March 31, 2022, was $2,009,916, an increase of $343,127 or 21% from a net loss of $1,666,789 recognized in the comparative period in 2021. |
| • | Adjusted EBITDA3, for the three months ended March 31, 2022, was a deficit of $949,906, a decrease of $1,284,962, or 384% from an Adjusted EBITDA of $335,056 recognized in the comparative period in 2021. The decrease in Adjusted EBITDA for the three months ended March 31, 2022, was driven by selling and administrative expenses related to professional fees for regulatory filings and D&O insurance and a decrease in license sales which are typically higher margin. In addition, there was no reduction in expenses related to COVID -19 wage subsidies in Q1 2022 whereas for the comparative period 2021, expenses were reduced by $303,465 attributable due to COVID-19 subsidies. The decrease in Adjusted EBITDA was partially offset by productivity gains through migrating customers to NetScribe, powered by aiAssist. |
2 Please refer to the section entitled "Key Performance Indicators".
3 Adjusted 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 5 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three Months ended March 31, 2022
Results of Operations
Key financial performance indicators that we use to manage our business and evaluate our financial results and operating performance include revenue, expenses, net income (loss) and Adjusted EBITDA. We evaluate our performance on these metrics by comparing our actual results to management budgets, forecasts, and prior period performance.
The following table sets forth a summary of our results of operations for the three months ended March 31, 2022, and 2021:
Unaudited
| Three months ended March 31 | Period over Period Change | |||||||||||||||
| 2022 | 2021 | $ | % | |||||||||||||
| Revenue | 11,524,981 | 8,254,222 | 3,270,759 | 40 | ||||||||||||
| Cost of sales | 6,035,932 | 4,236,387 | 1,799,545 | 42 | ||||||||||||
| Gross profit | 5,489,049 | 4,017,835 | 1,471,214 | 37 | ||||||||||||
| Expenses | ||||||||||||||||
| Selling and administrative expenses | 6,136,309 | 3,539,110 | 2,597,199 | 73 | ||||||||||||
| Research and development expenses | 199,085 | 239,663 | (40,578 | ) | (17 | ) | ||||||||||
| Gain on contingent consideration | 103,561 | (95,994 | ) | 199,555 | (208 | ) | ||||||||||
| Stock-based compensation | 952,196 | 85,995 | 866,201 | 1,007 | ||||||||||||
| Depreciation | 135,714 | 73,555 | 62,159 | 85 | ||||||||||||
| Amortization | 1,023,630 | 1,174,808 | (151,178 | ) | (13 | ) | ||||||||||
| Interest expense | 339,713 | 331,419 | 8,294 | 3 | ||||||||||||
| Accretion and other financing expense | 132,973 | 264,949 | (131,976 | ) | (50 | ) | ||||||||||
| Gain on revaluation of options | (708,447 | ) | - | (708,447 | ) | (100 | ) | |||||||||
| Gain on revaluation of RSUs | (174,253 | ) | - | (174,253 | ) | (100 | ) | |||||||||
| Gain on revaluation of the derivative warrant liability | (886,816 | ) | - | (886,816 | ) | (100 | ) | |||||||||
| Restructuring Costs | 14,381 | 122,216 | (107,835 | ) | (88 | ) | ||||||||||
| Business acquisition costs | 21,464 | - | 21,464 | - | ||||||||||||
| Other income | (609 | ) | (3,453 | ) | 2,844 | (82 | ) | |||||||||
| Foreign exchange (gain) loss | 258,760 | 215,325 | 43,435 | 20 | ||||||||||||
| Loss before income taxes | (2,058,612 | ) | (1,929,758 | ) | (128,854 | ) | 7 | |||||||||
| Current income tax recovery (expense) | (62,507 | ) | 41,990 | (104,497 | ) | (249 | ) | |||||||||
| Deferred income tax recovery (expense) | 111,203 | 220,979 | (109,776 | ) | (50 | ) | ||||||||||
| Income tax recovery (expense) | 48,696 | 262,969 | (214,273 | ) | (81 | ) | ||||||||||
| Net Loss | (2,009,916 | ) | (1,666,789 | ) | (343,127 | ) | 21 | |||||||||
| Adjusted EBITDA (1) | (949,906 | ) | 335,056 | (1,284,962 | ) | (384 | ) | |||||||||
| Weighted average number of common shares outstanding | ||||||||||||||||
| Basic | 29,881,717 | 24,467,151 | ||||||||||||||
| Diluted | 29,881,717 | 24,467,151 | ||||||||||||||
| Net income (loss) per share | ||||||||||||||||
| Basic | (0.07 | ) | (0.07 | ) | ||||||||||||
| Diluted | (0.07 | ) | (0.07 | ) | ||||||||||||
| 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 Months ended March 31, 2022
Comparison of the three months ended March 31, 2022, and 2021
Revenue and Insights
Total revenue for the three months ended March 31, 2022, was $11,524,981, a increase of $3,270,759, or 40%, from $8,254,222 recognized in the comparative period in 2021.
The increase in revenue for the three months ended March 31, 2022, was primarily due to technology service revenue generated from Q421 acquisitions which were partially offset by lower technology sales versus the comparative period in 2021.
Cost of Sales
Cost of Sales for the three months ended March 31, 2022, increased by $1,799,545, or 42%, to $6,035,932, from $4,236,387 for the comparative period in 2021. The increase in Cost of Sales for the three months ended March 31, 2022, is primarily due to Cost of Sales related to Q421 acquisitions which were partially offset by productivity gains achieved through NetScribe, powered by aiAssist, and our global workforce.
During the three months ended March 31, 2022, the Company received $nil of COVID-19 wage subsidies vs. $115,071 received in the comparative period in 2021.
The pivot made to utilization of a broader global labor force that is opportunistic in terms of incremental capacity, lower costs and 24-hour production will be another accelerator to the gross margin improvements that began in Q4 2021.
Gross Profit
Gross Profit for the three months ended March 31, 2022, increased by $1,471,214, or 37%, to $5,489,049, from $4,017,835, for the comparative period in 2021. The increase in Gross Profit for the three months ended March 31, 2022, is primarily due to Q421 acquisitions and productivity gains, partially offset by lower technology revenue vs. comparative period in 2021. In addition, comparative period 2021 includes $115,071 in COVID-19 wage subsidies vs. nil in the three months ended March 31, 2022. Excluding COVID-19 wage subsidies, Gross Profit Margin for the three months ended March 31, 2022, would be 48% vs. 47% in the comparative period in 2021, , even while new acquisitions completed during Q4 2021 continue to be integrated onto VIQ’s technology solutions.
Selling and Administrative Expenses
Selling and Administrative Expenses for the three months ended March 31, 2022, increased by $2,597,199, or 73%, to $6,136,309, from $3,539,110, for the comparative period in 2021. The increase for the three months ended March 31, 2022, includes Selling and Administrative Expenses related to Q421 acquisitions of approximately $2,000,000 and incremental costs associated with VIQ’s uplisting to Nasdaq in 2021, including D&O insurance and professional fees incurred for regulatory filings of approximately $400,000. For the three months ended March 31, 2022, there was no reduction for COVID -19 wage subsidies whereas for the comparative period 2021, Selling and Administrative Expenses were reduced by $188,395 due to COVID-19 subsidies.
Research and Development Expenses
Research and Development Expenses for the three months ended March 31, 2022, decreased by $40,578, or 17%, to $199,085, from $239,663, for the comparative period in 2021. The decrease in Research and Development Expenses for the three months ended March 31, 2022, is primarily due to lower project costs than the comparative period in 2021.
| 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 Months ended March 31, 2022
Loss on Contingent Consideration
For the three months ended March 31, 2022, Loss on Contingent Consideration increased by $199,555, to $103,561, from a gain of $95,994 recognized in the comparative period in 2021. The increase for the three months March 31, 2022, is mainly due to changes in anticipated acquisition earnout payments primarily as a result of higher forecasted revenue for 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 March 31, 2022, Stock Based Compensation increased by $866,201 to $952,196, from $85,995, recognized in the same period of 2021. The increase in Stock Based Compensation is due to the impact of 1,023,378 RSUs and 1,115,086 stock options granted after Q1 2021 and consequently lower stock compensation for Q1 2021. The RSU’s and stock options granted during the year ended December 31, 2021, were under the Company’s omnibus equity incentive plan (the “Ominibus Equity Incentive Plan”) that was approved by shareholders on April 29, 2021.
Depreciation
For the three months ended March 31, 2022, Depreciation increased by $62,159, to $135,714, from $73,555 recognized in the comparative period in 2021. The increase in Depreciation for the three months ended March 31, 2022, is due primarily to the addition of right of use assets acquired with Q421 acquisitions.
Amortization
For the three months ended March 31, 2022, Amortization decreased by $151,178, to $1,023,630, from $1,174,808 recognized in the comparative period in 2021. The decrease in amortization expense is attributable to the reduction in amortization on capitalized internally generated intangible assets due to the timing of projects partially offset by amortization of intangible assets related to Q421 acquisitions.
Interest Expense
For the three months ended March 31, 2022, Interest Expense increased by $8,294, to $339,713, from $331,419 recognized in the comparative period in 2021. The increase in Interest Expense for the three months ended March 31, 2022, is primarily due to interest expense related to Q421 acquisitions.
Accretion and Other Financing Expense
For the three months ended March 31, 2022, Accretion and Other Financing Expense decreased by $131,976, to $132,973, from $264,949 recognized in the comparative period in 2021. The decrease in Accretion and Other Financing Expense for the three months ended March 31, 2022, is primarily due to the settlement of ASC earnout obligation in 2021.
Gain on Revaluation of Options
For the three months ended March 31, 2022, Gain on Revaluation of Options increased by $708,447, to $708,477, 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 at the close of March 31, 2022.
Gain on Revaluation of RSUs
For the three months ended March 31, 2022, Gain on Revaluation of RSUs increased by $174,253, to $174,253, 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 March 31, 2022.
| 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 Months ended March 31, 2022
Gain on Revaluation of Derivative Warrant Liability
For the three months ended March 31, 2022, Gain on Revaluation of Derivative Warrant Liability increased by $886,816, to $886,816, from $0 recognized in the comparative period in 2021. The Company closed a registered direct offering (the “RDO”) with institutional investors on September 15, 2021. Under the RDO, 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 deducting fees and other estimated RDO expenses. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one common share (a “Warrant Share”) at an exercise price of $5.00, subject to adjustment in certain circumstances. The Warrants are exercisable beginning on the date that is six months following the issuance date thereof (the “Issuance Date”) and will expire five years from the Issuance Date. The 2,117,647 Warrants issued were classified as Derivative Warrant Liability since they were denominated in a currency other than the Company’s functional currency. As a result, revaluation of the Derivative Warrant Liability is required at period end reporting dates. The decrease in the Company’s share price from the date of initial measurement to the close of March 31, 2022, resulted in the gain to be recognized.
Restructuring Costs
For the three months ended March 31, 2022, Restructuring Costs decreased by $107,835, to $14,381, from $122,216 recognized in the comparative period in 2021. The decrease in Restructuring Costs for the three months ended March 31, 2022, is due to minimal organizational restructuring costs incurred during the quarter in comparison to prior year.
Business Acquisition Costs
For the three months ended March 31, 2022, Business Acquisition costs increased by $21,464, to $21,464, from $0 recognized in the comparative period in 2021. The increase in Business Acquisition Costs for the three months ended March 31, 2022, is primarily due to Q421 acquisitions.
Other Income
For the three months ended March 31, 2022, Other Income decreased by $2,844, to $609, from $3,453 recognized in the comparative period in 2021. The decrease in Other Income for the three months ended March 31, 2022, is primarily due lower interest earned on term deposits.
Foreign Exchange (Gain) Loss
For the three months ended March 31, 2022, Foreign Exchange (Gain) Loss increased by $43,435, from a loss of $215,325 recognized in the comparative period in 2021 to a loss of $258,760. The gain 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.
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 March 31, 2022, Income tax expense, net of deferred income tax recovery, decreased by $214,273 to a tax recovery of $48,696, from a tax recovery of $262,969 in the comparative period in 2021. The decrease for the three months ended March 31, 2022, is primarily due to the tax impact of deferred tax asset recorded for our US entities based on forecasted profitability for Q1 2021 and taxable profit recognized for our Australian subsidiaries.
| 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 Months ended March 31, 2022
Net Loss and Earnings Per Share
Net loss for the three months ended March 31, 2022, was $2,009,916 compared to net loss of $1,666,789, for the same period in 2021. On a per weighted average share basis, this translated into a net loss per share of $0.07 in the three months ended March 31, 2022, compared to a net loss per weighted average share of $0.07 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 March 31, 2022. Our quarterly operating results have historically fluctuated significantly and may continue to fluctuate significantly in the future. Therefore, we believe that past operating results and period to period comparisons should not be relied upon as an indication of the Company's future performance.
| (unaudited) | ||||||||||||||||||||||||||||||||
| Mar-22 | Dec-21 | Sep-21 | Jun-21 | Mar-21 | Dec-20 | Sept-20 * | Jun-20 | |||||||||||||||||||||||||
| Revenue | 11,524,981 | 7,514,421 | 7,086,357 | 8,191,812 | 8,254,222 | 7,775,674 | 8,172,800 | 8,253,015 | ||||||||||||||||||||||||
| Net (loss) | (2,009,916 | ) | (3,653,793 | ) | (3,859,505 | ) | (10,498,662 | ) | (1,666,789 | ) | (3,099,688 | ) | (333,007 | ) | (1,030,354 | ) | ||||||||||||||||
| Weighted average number of shares outstanding: | ||||||||||||||||||||||||||||||||
| Basic | 29,881,717 | 29,880,185 | 26,359,517 | 25,029,019 | 24,467,151 | 20,341,203 | 18,494,247 | 18,364,354 | ||||||||||||||||||||||||
| Diluted | 29,881,717 | 29,880,185 | 26,359,517 | 25,029,019 | 24,467,151 | 20,341,203 | 18,494,247 | 18,364,354 | ||||||||||||||||||||||||
| Net income (loss) per share: | ||||||||||||||||||||||||||||||||
| Basic | (0.07 | ) | (0.12 | ) | (0.15 | ) | (0.42 | ) | (0.07 | ) | (0.15 | ) | (0.02 | ) | (0.06 | ) | ||||||||||||||||
| Diluted | (0.07 | ) | (0.12 | ) | (0.15 | ) | (0.42 | ) | (0.07 | ) | (0.15 | ) | (0.02 | ) | (0.06 | ) | ||||||||||||||||
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 that it is impacted 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 10 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three Months ended March 31, 2022
Key Operating Metrics – Non-IFRS Measures
ARR
Metric: The Proforma Annual Recurring Revenue (ARR) has increased to $48.7M USD from $48.6M reported in the previous quarter. Despite seasonality and COVID challenges in Australia in Q1, ARR is growing, showing the opening of organic growth in services from prior quarters.
Measure Definition ARR: is the annualized equivalent value of the 1- Software Support Maintenance (SSM), 2- Software Subscriptions and 3- 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 volumes 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 agreements 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 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 | ||
| 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 Months ended March 31, 2022
At December 31, 2021 - Reconciliation of 2021 Technology Services, support and maintenance, SaaS and Subscription revenues to ARR
| 2021 | ||||
| Technology Services | 26,676,738 | |||
| Support & Maintenance | 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 | $ | 8,447,914 | ||
| Total Annual Recurring Revenue | $ | 48,635,209 | ||
Modest improvement from full quarter of Auscript and UK production.
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 restricted share units (“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 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.
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 ended March 31, 2022, and 2021:
| Management Discussion & Analysis | Page 12 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three Months ended March 31, 2022
| Three months ended March 31 | ||||||||
| (unaudited) | 2022 | 2021 | ||||||
| Net Loss | (2,009,916 | ) | (1,666,789 | ) | ||||
| Add: | ||||||||
| Depreciation | 135,714 | 73,555 | ||||||
| Amortization | 1,023,630 | 1,174,808 | ||||||
| Interest expense | 339,713 | 331,419 | ||||||
| Current income tax (recovery) expense | 62,507 | (41,990 | ) | |||||
| Deferred income tax recovery | (111,203 | ) | (220,979 | ) | ||||
| EBITDA 1 | (559,555 | ) | (349,976 | ) | ||||
| Accretion and other financing expense | 132,973 | 264,949 | ||||||
| Gain on revaluation of options | (708,447 | ) | - | |||||
| Gain on revaluation of RSUs | (174,253 | ) | - | |||||
| Gain on revaluation of the derivative warrant liability | (886,816 | ) | - | |||||
| Restructuring Costs | 14,381 | 122,216 | ||||||
| Business acquisition financing costs | 21,464 | - | ||||||
| Other expense (income) | (609 | ) | (3,453 | ) | ||||
| Stock-based compensation | 952,196 | 85,995 | ||||||
| Foreign exchange (gain) loss | 258,760 | 215,325 | ||||||
| Adjusted EBITDA | (949,906 | ) | 335,056 | |||||
Bookings
Measure Definition: We calculate Bookings for a given period as 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.
Bookings for any period may reflect orders that we perform in the same period, orders that remain outstanding as of the end of the period and the annualized value of recurring month-to-month contracts entered into during the period, even if the terms of such contracts do not require the contract to be renewed. Any client that contracts for a new feature either on software or technology services is considered a new client and the entire estimated value of the contract or upgrade is recorded in Bookings, irrespective of whether the same client canceled or downgraded other workloads. Bookings also do not include the impact of any known contract non-renewals or service cancellations by our clients, except for positive net upgrades by existing clients. In cases where a new or upgrading client enters a multi-year contract, Bookings include only the estimated annualized contract value.
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.
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.
1 EBITDA is earnings before Depreciation, Amortization, Interest Expense, 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 13 |
VIQ Solutions Inc.
VIQ Solutions Inc.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the Three Months ended March 31, 2022
| (unaudited) | Q1 2022 | Q1 2021 | ||||||
| Bookings | $ | 1,659,993 | $ | 1,009,172 | ||||
Opening of markets provided incremental organic bookings that grew year over year at 64%.
Average Technology Services Revenue per Day
Measure Definition: Average revenue per day is calculated by region based the total technology services revenue divided by the total billing days in a month. This number is highly impacted by seasonality but should be looked at from the monthly trends. As an example, average revenue per day will likely drop in November and December in the U.S. and December and January in Australia and the U.K.
(unaudited)
| USA | Q1 2022 | Q1 2021 | ||||||
| Technology Services Revenue | $ | 4,551,571 | $ | 4,755,839 | ||||
| Number of Billing Days | 61 | 61 | ||||||
| Technology Services Revenue per Day | $ | 74,616 | $ | 77,965 | ||||
US: 4% decline mostly coming from the Government vertical (-22%) which included standard conferencing that was negatively impacted by higher teams and zoom conferencing in the comparable period and Insurance (-5%) which related to a reduced backlog from accidents evidentiary transcription during COVID-19.
| Australia | Q1 2022 | Q1 2021 | ||||||
| Technology Services Revenue | $ | 5,838,753 | $ | 1,812,056 | ||||
| Average Number of Billing Days | 50.5 | 58.2 | ||||||
| Technology Services Revenue per Day | $ | 115,658 | $ | 31,128 | ||||
Australia: 272% increase reflects the full quarter of Auscript activity.
(unaudited)
| UK | Q1 2022 | Q1 2021 | ||||||
| Technology Services Revenue | $ | 375,958 | N/A | |||||
| Number of Billing Days | 63 | N/A | ||||||
| Technology Services Revenue per Day | $ | 5,968 | N/A | |||||
(unaudited)
| Consolidated | Q1 2022 | Q1 2021 | ||||||
| Technology Services Revenue | $ | 10,766,282 | $ | 6,567,932 | ||||
| Average Number of Billing Days | 54.9 | 60.2 | ||||||
| Technology Services Revenue per Day | $ | 196,242 | $ | 109,093 | ||||
| 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 Months ended March 31, 2022
Technology Services Cost of Sales without Covid 19 subsidies per Minute of Audio
Measure Definition: Technology Services Cost of Sales per Minute of Audio is defined as the direct labor cost of edited content divided by the volume of audio content delivered.
(unaudited)
| Q1 2022 | Q1 2021 | |||||||
| Technology Services Revenue | $ | 10,766,282 | $ | 6,567,932 | ||||
| Cost of Sales | $ | 5,760,896 | $ | 3,933,697 | ||||
| Add Back: COVID 19 subsidies | Nil | $ | 115,071 | |||||
| Cost of Sales without COVID 19 subsidies | $ | 5,760,896 | $ | 4,048,768 | ||||
| Number of Minutes | 4,046,079 | 3,267,689 | ||||||
| Technology Services Cost of Sales without Covid 19 subsidies per Minute of Audio | $ | 1.4235 | $ | 1.2390 | ||||
15% quarter over quarter increase reflects the full quarter of Auscript and UK production at relatively higher cost per min relative to the US market .
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)
| Q1 2022 | Q1 2021 | |||||||
| Technology Services Revenue | $ | 10,766,282 | $ | 6,567,932 | ||||
| Cost of Sales | $ | 5,760,896 | $ | 3,933,697 | ||||
| Add Back: COVID 19 subsidies | Nil | $ | 115,071 | |||||
| Gross Margin | $ | 5,005,386 | $ | 2,519,164 | ||||
| Gross Margin % | 46.5 | % | 38.4 | % | ||||
Productivity gains through migrating customers to NetScribe, powered by aiAssist., and lower cost of sales through use of an expanded global workforce.
Gross Margin for Technology and related revenue
Measure Definition: Gross margin for technology and related revenue as reported.
(unaudited)
| Q1 2022 | Q1 2021 | |||||||
| Technology Revenue | $ | 758,699 | $ | 1,686,290 | ||||
| Cost of Sales | $ | 275,036 | $ | 302,690 | ||||
| Gross Margin | $ | 483,663 | $ | 1,383,600 | ||||
| Gross Margin % | 63.7 | % | 82.0 | % | ||||
18% decline quarter over quarter attributed mostly to the relatively lower number of licenses sold in Q122 compared to Q121 ,
| 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 Months ended March 31, 2022
Key Performance Indicators
VIQ Solutions monitors several operating performance indicators 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 | Q1 2022 | Q1 2021 | ||||||
| Minutes | 4,046,079 | 3,267,689 | ||||||
| Pages | 2,251,249 | 1,790,489 | ||||||
25% quarter over quarter increase. Full quarter of Auscript and UK production reflected in Q1 2022 boosted minutes.
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 | Q1 2022 | Q1 2021 | ||||
| OpenRT | 261/3.5 | 223/3.5 |
OpenRT is stable in the mature markets that have been migrated.
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 | Q1 2022 | Q1 2021 | ||||||
| Technology | 55 | NA | ||||||
| Technology Services | 2,815 | NA | ||||||
Technology Services Active Clients reflects the relatively larger number of Auscript customers over a full quarter. 886 customers for Q4 2021 were invoiced customers and did not include any intercompany or WIP accounts. The same methodology has been used for Q1 2022, using Netsuite. Auscript and TTA Active Clients are prorated due to the timing of the acquisition.
| 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 Months ended March 31, 2022
Approximately 70% of Auscript Legacy revenue comes from its contracted Court customers. The remaining 30% is party sales, which can be law firms or individuals. These party sales fluctuate each month based largely on court sittings. After a high level review there did not seem to be as many individuals having placed orders in Q1 as Q4. There may have also been a slight decrease in Private work in Q1 due to capacity constraints, which may have slightly impacted the number.
Technology Active Clients reflective of lower activity in US in Q1 but TTM relatively flat. Expected 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)
| Q1 2022 | Q1 2021 | |||||||
| Net Promoter Score | 86 | N/A | ||||||
Shows high probability that customers are secure and likely to recommend.
Total Number of Minutes of Content Processed on aiAssist
Measure Definition: We define the total number of minutes of content processed on aiAssist
(unaudited)
| Q1 2022 | Q1 2021 | |||||||
| Number of Minutes of Content Processed on aiAssist | 1,316,245 | 1,022,149 | ||||||
29% increase in number of minutes of content processed on aiAssist due to increased business volume and efficiency improvements from using more than one engine and the learning curve of editors.
| 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 Months ended March 31, 2022
Liquidity
As of March 31, 2022, we held cash of $3,720,281 as compared to $16,020,297 as of March 31, 2021. 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. If we continue to acquire accretive businesses, we may need additional external funding depending upon the size and timing of the potential acquisitions.
Below is a summary of our cash provided by (used in) operating, investing, and financing activities for the periods indicated:
| Three Months Ended March 31 | ||||||||
| 2022 | 2021 | |||||||
| Cash provided by (used in) operating activities | (893,700 | ) | (907,430 | ) | ||||
| Cash used in investing activities | (821,226 | ) | (1,495,933 | ) | ||||
| Cash provided by (used in) by financing activities | (5,180,644 | ) | 1,550,695 | |||||
| Net increase (decrease) in cash for the period | (6,895,570 | ) | (852,668 | ) | ||||
| Cash, beginning of period | 10,583,534 | 16,835,671 | ||||||
| Effect of foreign exchange | 32,317 | 37,294 | ||||||
| Cash, end of period | 3,720,281 | 16,020,297 | ||||||
Cash Provided by (used in) Operating Activities
We used cash of $893,700 in operating activities for the year three months ended March 31, 2022. This resulted from $2,009,916 in net loss plus $1,195,116 of non-cash adjustments and $78,900 attributable to movements in non-cash working capital with changes primarily arising from a increase in accounts receivable, inventories, partially offset by a decrease in prepaid expenses, accounts payable, and contract liabilities.
Cash Provided by (used in) Investing Activities
For the three months ended March 31, 2022, cash used in investing activities was $821,226 which consisted of purchase of property and equipment of $16,462, development costs related to internally generated intangible assets $460,401, earnout payout for WordZ $110,077, 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 March 31, 2022 was $5,180,644, which consisted of repayment of debt of $4,252,511, repayment of amendment fees on debt $239,880, repayment of lease obligations of $37,399, repayment of interest on lease obligations of $28,889, and repayment of interest on debt of $621,965.
Debt Covenants
In accordance with our debt agreement with Crown Capital, the Company is required to maintain quarterly (1) 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 (2) Net Debt to EBITDA Ratio less than 3.
| 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 Months ended March 31, 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.
Contractual Obligations
The following table summarizes our contractual obligations as at March 31, 2022, including commitments relating to leasing contracts:
| 2022 | 2023 | 2024 | 2025 | Total | ||||||||||||||||
| Trade and other payables | 6,214,633 | – | – | – | 6,214,633 | |||||||||||||||
| Lease obligations | 344,461 | 491,241 | 347,396 | 253,998 | 1,437,096 | |||||||||||||||
| Crown Capital debt | – | 8,355,820 | – | – | 8,355,820 | |||||||||||||||
| Contingent Consideration - WZ | 269,668 | 304,611 | – | – | 574,279 | |||||||||||||||
| Contingent Consideration - Auscript | 150,000 | 150,000 | ||||||||||||||||||
| WordZ SBA Loan | 28,627 | – | – | – | 28,627 | |||||||||||||||
| WordZ promissory note | 334,914 | 446,552 | – | – | 781,466 | |||||||||||||||
| HomeTech VTB loan | 180,000 | 240,000 | 20,000 | 440,000 | ||||||||||||||||
| Total | $ | 7,522,303 | $ | 9,838,224 | $ | 367,396 | $ | 253,998 | $ | 17,981,921 | ||||||||||
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 develop new ones 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 April 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 $597,000 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.
| 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 Months ended March 31, 2022
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. We plan to demonstrate to our shareholders post pandemic, starting in Q2 throughout 2022 with a key priority being using cash to pay down debt.
Other Commitments
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 March 31, 2022, unaudited interim condensed financial statements was $694,586, partially in trade and other payables and accrued liabilities of $526,941 and the remaining recorded as long-term contingent consideration of $167,645. 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 as of March 31, 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 tthree months ended March 31, 2022, from the years presented in our annual financial statements for the years ended December 31, 2021, and 2020.
| 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 Months ended March 31, 2022
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. The adoption of these standards did not have a material impact on our financial results 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. |
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 March 31, 2022. Based on this evaluation, the CEO and the CFO concluded that, as of December 31, 2021 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 March 31, 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.
| 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 Months ended March 31, 2022
Internal Controls over Financial Reporting
Management is also responsible for establishing and maintaining adequate internal controls over financial reporting (“ICFR”) 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, 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 March 31, 2022 due to the material weaknesses described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
The material weaknesses that our management identified related to the following:
| · | the Company’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. |
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 months ended March 31, 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.
| 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 Months ended March 31, 2022
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 March 31, 2022 that has materially affected or reasonably likely to materially affect the Company’s Internal Control over Financial Reporting.
Risk Factors
A complete description of the risks and uncertainties affecting the Company is included in the most recently filed 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 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
VIQ’s common shares trade on the TSX and the Nasdaq under the symbol “VQS.” The Company is authorized to issue an unlimited number of common shares. As at May 11, 2022 there were (i) 29,881,717 common shares issued and outstanding, (ii) 881,267 stock options outstanding with a weighted average exercise price per common share of $3.16 CAD expiring between 2022 and 2025 under the Company’s legacy stock option plan (iii) 1,115,086 stock options outstanding with a weighted average exercise price per common share of $7.11 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) 196,017 restricted share units outstanding expiring 2031 under the Omnibus Equity Incentive Plan and (vi) 2,117,647 warrants at an exercise price of $5.00 USD expiring 2026.
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.
| 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 Months ended March 31, 2022
Under the leadership of the current management team and the board of directors of the Company, 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 ensure 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 March 31, 2022, VIQ Diversity Metrics were as follow:
| · | Global Employee Gender Diversification for all roles: 58% women, 42% men |
| · | Global Employee Gender Diversification for leadership roles: 58% women, 42% men |
| · | Global Race and Ethnicity Representation for all roles: 80% White, 15% Asian, 2% Black and 3% Latino |
| · | Geography where we work: 72% Australia, 16% United States, 3% Canada, 4% India, 3% Mexico and 2% United Kingdom. |
| · | Brick & Mortar: 8 physical Offices in 4 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 are 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 were made at the Board level through the Nomination Committee to align with the diversity of the organization globally as the Company scales to its next level in 2022.
Subsequent Events
Effective April 1, 2022, VIQ appointed two new members to its board of directors (“Board”). Joining the Board are Yixin (Shing) Pan, Woodside Capital Partners and Susan Sumner, VIQ President and Chief Operating Officer. Effective April 5th, 2022, Mike Kessel resigned from the Board and Christine Fellowes, NBCUniversal International Network & Direct-To-Consumer joined the Board. The appointments expand the Board to eight members, six of whom are independent.
On April 28, 2022, the Company signed an amendment to the Crown debt facility related to the additional financial covenants that were added on March 30, 2022. The amendment increased the restriction amounts of selling, administrative and research and development costs that the Company can spend in each of Q2 2022, Q3 2022 and Q4 2022.
| Management Discussion & Analysis | Page 24 |
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 March 31, 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. |
| 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; |
| 1 |
| (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 January 1, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: May 11, 2022
| /s/ Sebastien Pare | |
| 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 March 31, 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. |
| 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; |
| 1 |
| (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 January 1, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: May 11, 2022
| /s/ Alexie Edwards | |
| Alexie Edwards | |
| Chief Financial Officer |
| 2 |