Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Entity Addresses [Line Items] | ||
Document Registration Statement | false | |
Entity Registrant Name | VIQ SOLUTIONS INC. | |
Entity Central Index Key | 0001777765 | |
Document Type | 20-F | |
Document Period End Date | Dec. 31, 2021 | |
Entity File Number | 001-40717 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Accounting Standard | International Financial Reporting Standards | |
Entity Common Stock, Shares Outstanding | 29,881,717 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Entity Incorporation, State or Country Code | Z4 | |
Entity Address, Address Line One | 5915 Airport Road | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Mississauga | |
Entity Address, State or Province | ON | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | L4V 1T1 | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Shell Company Report | false | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Trading Symbol | VQS | |
Title of 12(b) Security | Common Shares (no par value per share) | |
Security Exchange Name | NASDAQ | |
Trading Symbol | VQS | |
Auditor Name | KPMG LLP | MNP LLP |
Auditor Firm ID | 85 | 1930 |
Auditor Location | Vaughan, Canada | Toronto, Canada |
Business Contact [Member] | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 5915 Airport Road | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Mississauga | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | L4V 1T1 | |
City Area Code | 905 | |
Local Phone Number | 948-8266 | |
Contact Personnel Name | Sebastien Paré |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 10,583,534 | $ 16,835,671 |
Trade and other receivables, net of allowance for doubtful accounts (notes 5, 6) | 5,594,368 | 4,475,751 |
Inventories | 49,557 | 49,381 |
Prepaid expenses and deposits | 2,054,793 | 254,230 |
Total current assets | 18,282,252 | 21,615,033 |
Non-current assets | ||
Restricted cash | 303,945 | 42,835 |
Property and equipment (note 7) | 460,974 | 215,835 |
Right of use assets (note 19) | 1,134,493 | 309,566 |
Intangible assets (notes 4, 8) | 14,762,140 | 12,118,352 |
Goodwill (notes 4, 8) | 12,283,100 | 6,976,096 |
Deferred tax assets (note 21) | 464,800 | 1,441,942 |
Total assets | 47,691,704 | 42,719,659 |
Current liabilities | ||
Trade and other payables and accrued liabilities | 5,380,701 | 5,305,600 |
Income tax payable | 97,784 | 201,592 |
Share appreciation rights plan obligations (note 11) | 126,503 | |
Share based payment liability (note 11) | 551,201 | |
Derivative warrant liability (note 10) | 1,862,876 | |
Current portion of long-term debt (note 9) | 1,109,713 | 1,486,136 |
Current portion of lease obligations (note 20) | 287,901 | 113,218 |
Current portion of contract liabilities | 1,003,187 | 1,252,957 |
Total current liabilities | 10,293,363 | 8,486,006 |
Non-current liabilities | ||
Deferred tax liability (note 21) | (1,199,266) | (60,587) |
Long-term debt (note 9) | 11,999,108 | 12,138,799 |
Long-term contingent consideration (note 4) | 166,603 | 1,575,528 |
Long-term lease obligations (note 20) | 900,868 | 240,981 |
Long-term contract liabilities | 70,834 | |
Other long-term liabilities | 1,042,938 | 360,525 |
Total liabilities | 25,602,146 | 22,933,260 |
Shareholders' Equity | ||
Capital stock (note 11) | 72,191,764 | 50,234,551 |
Contributed surplus | 4,842,208 | 4,970,945 |
Accumulated other comprehensive income (loss) | 74,526 | (78,906) |
Deficit | (55,018,940) | (35,340,191) |
Total shareholders' equity | 22,089,558 | 19,786,399 |
Total liabilities and shareholders' equity | $ 47,691,704 | $ 42,719,659 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Profit or loss [abstract] | |||
Revenue (note 16) | $ 31,046,812 | $ 31,749,693 | $ 25,096,308 |
Cost of Sales | 16,123,853 | 15,599,437 | 14,276,321 |
Gross Profit | 14,922,959 | 16,150,256 | 10,819,987 |
Expenses (note 17) | |||
Selling and administrative expenses | 19,119,713 | 11,034,902 | 8,954,512 |
Research and development expenses | 1,092,108 | 1,074,178 | 994,640 |
Stock based compensation (note 11) | 8,495,189 | 725,316 | 195,113 |
Gain on revaluation of options (note 11) | (1,028,055) | ||
Gain on revaluation of RSUs (note 11) | (242,595) | ||
Foreign exchange loss (gain) (note 22) | 22,130 | (132,306) | 217,040 |
Depreciation (notes 7 and 19) | 257,099 | 445,995 | 528,484 |
Amortization (note 8) | 4,384,502 | 4,813,248 | 2,973,945 |
Operating expense excluding cost of sales | 32,100,091 | 17,961,333 | 13,863,734 |
Loss before undernoted items | (17,177,132) | (1,811,077) | (3,043,747) |
Interest expense | (1,331,100) | (4,934,517) | (1,549,904) |
Accretion and other financing costs (note 9) | (967,106) | (1,216,949) | (916,734) |
Gain (Loss) on revaluation of conversion feature liability (note 9) | (1,308,440) | 2,330,964 | |
Loss on repayment of long-term debt (note 9) | (1,497,804) | ||
Gain on contingent consideration (note 4) | 332,569 | 946,503 | |
Gain on revaluation of the derivative warrant liability (note 10) | 1,368,180 | ||
Impairment of goodwill and intangibles (note 7) | (2,258,369) | ||
Restructuring costs | (432,702) | ||
Business acquisition costs | (539,734) | (19,058) | (484,387) |
Other income (note 24) | 12,003 | 10,373 | (761,235) |
Profit (loss) before tax | (18,735,022) | (12,089,338) | (4,425,043) |
Current income tax recovery (expense) (note 21) | 875 | (106,986) | (93,580) |
Deferred income tax recovery (expense) (note 21) | (944,602) | 1,051,018 | (5,575) |
Income tax recovery (expense) | (943,727) | 944,032 | (99,155) |
Net loss for the year | (19,678,749) | (11,145,306) | (4,524,198) |
Exchange gain on translating foreign operations | 153,432 | 56,152 | (262,811) |
Comprehensive loss for the year | $ (19,525,317) | $ (11,089,154) | $ (4,787,009) |
Net loss per share (note 13) | |||
Basic | $ (0.74) | $ (0.62) | $ (0.46) |
Diluted | $ (0.74) | $ (0.62) | $ (0.46) |
Weighted average number of common shares outstanding - basic (note 13) | 26,448,594 | 18,080,533 | 9,752,131 |
Weighted average number of common shares outstanding - diluted (note 13) | 26,448,594 | 18,080,533 | 9,752,131 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity | Capital StockUSD ($)shares | Contributed surplusUSD ($) | DeficitUSD ($) | Accumulated other comprehensive income (loss)USD ($) | USD ($)Option |
Balance as at beginning of period at Dec. 31, 2018 | $ 18,662,252 | $ 3,595,587 | $ (19,670,687) | $ 127,753 | $ 2,714,905 |
Balance as at beginning of period (in shares) at Dec. 31, 2018 | shares | 8,729,318 | ||||
Comprehensive loss for the year | (4,524,198) | (262,811) | (4,787,009) | ||
Shares issued due to exercise of stock options (note 11) | $ 85,979 | (26,348) | $ 59,631 | ||
Shares issued due to exercise of stock options (note 11) (in shares) | 67,860 | 67,860 | |||
Shares issued due to exercise of warrants (note 10) | $ 2,196,277 | $ 2,196,277 | |||
Shares issued due to exercise of warrants (in shares) (note 10) | shares | 1,362,506 | ||||
Shares issued upon settlement of payables (note 23) | $ 1,003,652 | 762,575 | 1,766,227 | ||
Shares issued upon settlement of payables (in Shares) | shares | 659,600 | ||||
Shares issued - DSU (note 10) | $ 39,777 | (39,221) | 556 | ||
Shares issued - DSU (in shares) | shares | 33,333 | ||||
Options forfeited | (39,652) | (39,652) | |||
Stock-based compensation (note 12) | 299,587 | 299,587 | |||
Balance as at ending of period at Dec. 31, 2019 | $ 21,987,937 | 4,552,528 | (24,194,885) | (135,058) | 2,210,522 |
Balance as at ending of period (in shares) at Dec. 31, 2019 | shares | 10,852,617 | ||||
Comprehensive loss for the year | (11,145,306) | 56,152 | (11,089,154) | ||
Issuance of common shares in private placement, net of issuance costs (note 10,11) | $ 13,747,345 | 13,747,345 | |||
Shares issued due to exercise of stock options (note 11) | $ 129,982 | (46,416) | $ 83,566 | ||
Shares issued due to exercise of stock options (note 11) (in shares) | 92,500 | 92,500 | |||
Shares issued due to exercise of warrants and warrant repricing (note 10,11) | $ 1,940,925 | 3,324 | $ 1,944,249 | ||
Shares issued due to exercise of warrants and warrant repricing (note 10,11) (in shares) | shares | 1,154,759 | ||||
Shares issued due to convertible note (note 9) | $ 12,428,362 | 12,428,362 | |||
Shares issued due to convertible note (note 9) (in shares) | shares | 6,785,651 | ||||
Stock-based compensation (note 12) | 461,509 | 461,509 | |||
Balance as at ending of period at Dec. 31, 2020 | $ 50,234,551 | 4,970,945 | (35,340,191) | (78,906) | 19,786,399 |
Balance as at ending of period (in shares) at Dec. 31, 2020 | shares | 23,591,427 | ||||
Issuance of common shares in private placement, net of issuance costs (note 10,11) (in shares) | shares | 4,705,900 | ||||
Comprehensive loss for the year | (19,678,749) | 153,432 | (19,525,317) | ||
Issuance of common shares in private placement, net of issuance costs (note 10,11) | $ 13,485,003 | 13,485,003 | |||
Shares issued due to exercise of stock options (note 11) | $ 393,313 | (147,153) | $ 246,160 | ||
Shares issued due to exercise of stock options (note 11) (in shares) | 203,333 | 203,333 | |||
Shares issued due to exercise of warrants and warrant repricing (note 10,11) | $ 2,746,706 | (654,430) | $ 2,092,276 | ||
Shares issued due to exercise of warrants and warrant repricing (note 10,11) (in shares) | shares | 1,123,878 | ||||
Shares issued due to exercise of restricted shares units (note 11) | $ 5,332,191 | (6,006,736) | (674,545) | ||
Shares issued due to exercise of restricted shares units (note 11) (in shares) | 727,785 | ||||
Stock-based compensation (note 12) | 6,679,582 | 6,679,582 | |||
Balance as at ending of period at Dec. 31, 2021 | $ 72,191,764 | $ 4,842,208 | $ (55,018,940) | $ 74,526 | $ 22,089,558 |
Balance as at ending of period (in shares) at Dec. 31, 2021 | shares | 29,881,717 | ||||
Issuance of common shares in private placement, net of issuance costs (note 10,11) (in shares) | shares | 4,235,294 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash provided by (used in) Operating activities | |||
Net loss for the year | $ (19,678,749) | $ (11,145,306) | $ (4,524,198) |
Items not affecting cash: | |||
Depreciation | 257,099 | 445,995 | 528,484 |
Amortization | 4,384,502 | 4,813,249 | 2,973,945 |
Stock-based compensation (note 12) | 8,495,189 | 725,316 | 195,113 |
Loss on revaluation of conversion feature liability (note 9) | 1,308,440 | (2,330,964) | |
Loss on repayment of long-term debt (note 9) | 1,497,804 | ||
Accretion and other financing expense (note 9) | 967,106 | 1,216,949 | 916,734 |
Interest expense (note 9) | 1,331,100 | 4,934,517 | 1,549,904 |
Income tax expense (recovery) (note 21) | 943,727 | (944,032) | 99,155 |
Gain on contingent consideration (note 4) | (332,569) | (946,503) | |
Impairment of goodwill and intangibles (note 4) | 2,258,369 | ||
Gain on revaluation of options, RSUs, and derivative warrant liability (note 10, 11) | (2,638,830) | ||
Payment of taxes (note 21) | (113,853) | ||
Other income | (12,003) | (10,373) | 761,235 |
Foreign exchange gain (note 22) | 22,130 | (132,306) | 217,040 |
Unrealized foreign exchange loss (gain) | 139,250 | 174,251 | (108,018) |
Changes in non-cash operating working capital (note 14) | (2,002,506) | (773,287) | (835,831) |
Cash provided by (used in) operating activities | (8,238,407) | 3,423,083 | (557,401) |
Investing activities | |||
Purchase of property and equipment (note 7) | (79,204) | (202,297) | (92,671) |
Business acquisitions (note 4) | (9,135,131) | (4,411,500) | |
Earn out payment (note 4) | (2,600,536) | (377,312) | |
Development costs related to internally generated intangible assets (note 8) | (2,364,733) | (1,642,783) | (1,689,711) |
Change in restricted cash | (261,110) | (5,299) | 176 |
Cash used in investing activities | (14,440,714) | (6,639,191) | (1,782,206) |
Financing activities | |||
Issuance of share capital, net of issuance costs (note 10, 11) | 16,715,000 | 13,747,345 | |
Issuance cost reimbursement | 1,673 | ||
Proceeds from debt, net of issuance costs (note 9) | 4,827,175 | 1,925,000 | |
Proceeds from exercise of stock options (note 11) | 246,160 | 10,568 | 59,631 |
Proceeds from exercise of warrants (note 11) | 2,092,276 | 1,859,963 | 2,196,277 |
Repayment of debt (note 9) | (1,070,275) | (838,031) | (983,479) |
Repayment of lease obligations (note 20) | (150,924) | (338,276) | (392,969) |
Payment of interest on debt (note 9) | (1,277,202) | (1,052,576) | (657,300) |
Payment of interest on lease obligations (note 20) | (34,712) | (53,549) | (86,470) |
Cash provided by financing activities | 16,521,996 | 18,162,619 | 2,060,690 |
Net increase (decrease) in cash for the year | (6,157,125) | 14,946,511 | (278,917) |
Cash, beginning of year | 16,835,671 | 1,707,654 | 1,922,768 |
Effect of exchange rate changes on cash | (95,012) | 181,506 | 63,803 |
Cash, end of year | $ 10,583,534 | $ 16,835,671 | $ 1,707,654 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Nature of operations | |
Nature of operations | 1. 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. In December 2019, the Company completed a 1:20 reverse stock split. The exercise price, conversion price, and the number of common shares issuable under any stock-based option or convertible securities of the Company were proportionately adjusted upon completion of the reverse stock split. References in these consolidated financial statements to share amounts, per share data, share prices, exercise prices and conversion prices have been adjusted to reflect the 1:20 reverse stock split. On January 31, 2020, the Company, through its US subsidiary VIQ Media Transcription Inc., acquired the assets of ASC Services LLC (“ASC”). On February 26, 2020, the Company through its US subsidiary VIQ Services Inc., acquired the shares of WordZXpressed Inc. (“WordZ”). On October 1, 2021, the Company acquired the shares of Transcription Agency (“TTA”). On December 13, 2021, the Company acquired the assets of Auscript Australasia Pty Ltd (“Auscript”). Refer to note 4 for details on the acquisition. |
Basis of preparation
Basis of preparation | 12 Months Ended |
Dec. 31, 2021 | |
Basis of preparation | |
Basis of preparation | 2. (a) Statement of compliance The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) using the accounting policies described herein as issued by the International Accounting Standards Board (“IASB”). The preparation of consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 3. The accounting policies applied in these consolidated financial statements are based on IFRS issued as at May 2, 2022, the date the Board of Directors approved the consolidated financial statements. (b) Basis of measurement The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and financial liabilities to fair value as noted below. Presentation of the statements of financial position differentiates between current and non-current assets and liabilities. The statements of loss and comprehensive loss are presented using the function classification of expenses. (c) Functional currency, presentation currency and foreign currency translation The functional currency of VIQ Solutions Inc. is the Canadian dollar (“CAD”). The functional currency of the Company’s subsidiaries are as follows; Dataworxs Systems Limited – CAD, VIQ Solutions, Inc. – United States dollar (“USD”), VIQ Australia Pty. Ltd – Australian dollar (“AUD”), Dataworxs Systems Australia Pty. Ltd – AUD, VIQ Solutions PTY Ltd – AUD, VIQ PTY Ltd – AUD, VIQ Solutions Australia Pty Ltd. – AUD, VIQ Australia Services Pty Ltd. – AUD, VIQ Services Inc. – USD, Net Transcripts – USD, Transcription Express – USD, HomeTech – USD, VIQ Media Transcriptions – USD, WordZXpressed – Inc. – USD, VIQ Solutions (UK) Limited – British pounds (“GBP”), VIQ Services (UK) Limited – GBP, and The Transcription Agency LLP (“TTA”) – GBP. The exchange rates used were as follows: USD / CAD exchange rate December 31, 2021 December 31, 2020 December 31, 2019 Closing at the reporting date 0.7874 0.7847 0.7682 Average rate for the period 0.7976 0.7480 0.7537 USD / AUD exchange rate December 31, 2021 December 31, 2020 December 31, 2019 Closing at the reporting date 0.7261 0.7708 0.7013 Average rate for the period 0.7525 0.6901 0.6954 USD / GBP exchange rate December 31, 2021 December 31, 2020 December 31, 2019 Closing at the reporting date 1.3510 1.3648 N/A Average rate for the period 1.3762 1.2831 N/A All financial information is presented in USD unless otherwise stated. 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 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. 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 consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the application of the Company’s accounting policies and the amounts reported in the consolidated financial statements and the related notes. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. These estimates have been applied in a manner consistent with that in prior periods and there are no known trends, commitments, events, or uncertainties that the Company believes will materially affect the assumptions utilized in these consolidated financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis and revisions to estimates are recognized prospectively. The estimates are impacted by many factors, some of which are highly uncertain and actual results may differ from those estimates. The continuing uncertainty around the outbreak of the novel coronavirus (“COVID-19”) pandemic required the use of judgments and estimates in the preparation of the consolidated financial statements for the year ended December 31, 2019, 2020 and 2021. The future impact of COVID-19 uncertainties could generate, in future reporting periods, a significant impact to the reported amounts of assets, liabilities, revenue and expenses in these and any future consolidated financial statements. Examples of accounting estimates and judgments that may be impacted by the pandemic include, but are not limited to, impairment of goodwill and intangible assets and allowance for doubtful accounts. The areas with significant judgements and estimates are as follows: ● Stock-based compensation – Management uses judgment to determine the inputs to the Black-Scholes option pricing model including the expected option life, and forfeiture rates for equity issued under the Company’s stock option plan and restricted share unit plan. Changes in these assumptions will impact the calculation of fair value and the amount of compensation expense recognized in the consolidated statements of loss and comprehensive loss. ● Warrants – Similar to other stock-based compensation, management uses judgment to determine the inputs to the Black-Scholes option pricing model including the expected life. Changes in these assumptions will impact the calculation of fair value and the value attributed to the warrants. ● Internally generated development costs – Management monitors the progress of internal research and development projects and uses judgment to distinguish research from the development phase. Expenditures during the research phase are expensed as incurred. Development costs are recognized as an intangible asset when the Company can demonstrate certain criteria in accordance with IAS 38, Intangible Assets. ● Functional currency – The functional currency of the Company and its subsidiaries requires management judgment, and it has been assessed by management based on consideration of the currency and economic factors that mainly influence revenues, operating costs, financing and related transactions. Changes to these factors may have an impact on the judgment applied in the future determination of the Company’s and its subsidiaries’ functional currency. ● Income taxes – At the end of each reporting period, the Company assesses whether the realization of deferred tax benefits is sufficiently probable to recognize deferred tax assets. This assessment requires the exercise of judgment on the part of management with respect to, among other things, benefits that could be realized from available income tax strategies and future taxable income, as well as other positive and negative factors. The recorded amount of total deferred tax assets could be reduced if estimates of projected future taxable income and benefits from available income tax strategies are lowered, or if changes in current income tax regulations are enacted that impose restrictions on the timing or extent of the Company’s ability to utilize deferred tax benefits. The Company’s effective income tax rate can significantly vary quarter-to-quarter for various reasons, including the mix and volume of business in lower income tax jurisdictions and in jurisdictions for which no deferred income tax assets have been recognized because management believed it was not probable that future taxable profit would be available against which income tax losses and deductible temporary differences could be utilized. The Company’s effective income tax rate can also vary due to the impact of foreign exchange fluctuations. ● Allocation of the transaction price to multiple performance obligations in contracts with customers - Contracts with customers sometimes include promises to deliver multiple products and services. Determining whether such bundled products and services are considered i) distinct performance obligations that should be separately recognized, or ii) non-distinct and therefore should be combined with another good or service and recognized as a combined unit of accounting may require judgment. The determination of the standalone selling price (“SSP”) is based on the selling prices charged by the Company when it sells each of the products and services separately. The total transaction price is allocated to each of the distinct performance obligations using the relative SSP of the various products and services. In general, SSP for support and maintenance is established as a percentage of the software license fee as supported by internal analysis of similar vendor contracts. SSP for licenses as well as for professional services is established based on observable prices for the same or similar services when sold separately. Management exercises judgment in determining whether a contract’s outcome can be estimated reliably. Management also applies estimates in the calculation of future contract costs and related profitability as it relates to labour hours and other considerations, which are used in determining the value of amounts recoverable on contracts and timing of revenue recognition. Estimates are continually and routinely revised based on changes in the facts relating to each contract. ● Allowance for doubtful accounts - The Company performs impairment testing annually for accounts receivable in accordance with IFRS 9. The expected credit loss (“ECL”) model requires judgment, including consideration of how changes in economic factors affect ECLs, which are determined on a probability-weighted basis. The Company applies the simplified approach to determine ECLs on trade receivables by using a provision matrix based on historical credit loss experiences. The historical results were used to calculate the run rates of default which were then applied over the expected life of the trade receivables, adjusted for forward looking estimates. ● Goodwill impairment testing and recoverability of assets – Goodwill and indefinite-life intangible assets are reviewed annually for impairment, or more frequently when there are indicators that impairment may have occurred, by comparing the carrying value of the asset, or the cash-generating unit (“CGU”) reflecting the lowest level at which assets generate independence cash flows, to the asset or CGU’s recoverable amount. Management uses judgment in assessing the CGUs and estimates the recoverable values of the Company’s CGUs by using internally developed valuation models that consider various factors and assumptions including forecasted cash flows, revenue growth rates, earnings margins, and discount rates. The use of different assumptions and estimates could influence the determination of the existence of impairment and the valuation of goodwill and indefinite-life intangibles. The recoverable amount of the CGUs are estimated based on the assessment of the higher of their value in use using a discounted cash flow approach and fair value less cost to sell. ● Purchase price allocation – In a business combination, all identifiable assets acquired, and liabilities and contingent liabilities assumed are recorded at their fair values. For any intangible asset acquired, management, or where the complexity of the estimate requires, an independent valuation expert at the direction of management, develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the revenue attributable to the acquired business, annual customer attrition rates and royalty rates, earnings before interest, taxes, depreciation and amortization and discount rates. The valuations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. All acquisitions have been accounted for using the acquisition method. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. However, the measurement period will last no greater than one year from the acquisition date. ● Contingent consideration - The Company measures the contingent consideration payable in a business combination at the estimated fair value at each reporting date. The fair value is estimated based on the range of possible outcomes and management’s assessment of the likelihood of each outcome. ● Incremental borrowing rate used to discount leases – The Company’s incremental borrowing rate is used to estimate the initial value of the lease liability and associated right of use asset. The Company’s incremental borrowing rate is determined with reference to the Company’s long-term debt which represents the amount that the Company could borrow at within a similar time frame. |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of significant accounting policies | |
Significant accounting policies | 3. i) Significant accounting policies Basis of consolidation The consolidated financial statements of the Company include the accounts of VIQ and the consolidated accounts of all of its wholly-owned subsidiaries including (i) the operations of VIQ Solutions, Inc. (formerly VIQ Solutions (U.S.) Inc.); (ii) the operations of Dataworxs Systems Limited and its wholly-owned subsidiary Dataworxs Australia Pty Ltd. (collectively, “Dataworxs”); (iii) the operations of VIQ Australia Pty. Limited and its wholly-owned subsidiaries VIQ Solutions Pty. Ltd., VIQ Solutions Australia PTY Ltd, VIQ Pty Ltd and VIQ Australia Services Pty Ltd. (collectively, “VIQ Australia Pty Limited”), (iv) the operations of VIQ Services Inc. and its wholly owned subsidiaries, Net Transcripts, Inc., Transcription Express, Inc., HomeTech, Inc., VIQ Media Transcription Inc., and wordZXpressed, Inc., and (v) the operations of VIQ Solutions (UK) Limited and its wholly owned subsidiary VIQ Services (UK) Limited and The Transcription Agency LLP (“TTA”). Subsidiaries are entities controlled by the Company where control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date control ceases. All intercompany balances, transactions, income, and expenses have been eliminated on consolidation. Inventories Inventories of finished goods and raw materials and supplies are valued at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less any applicable selling expenses. Cost is determined on a weighted average basis. Reversals of previous write-downs to net realizable value are recognized when there is a subsequent increase in the value of inventories. Restricted cash Restricted cash is recorded at fair value. Changes to fair value are recorded in the consolidated statements of loss and comprehensive loss in the period incurred. Restricted cash is required to satisfy operating lease requirements. Property and equipment Property and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses. Rates and basis of depreciation applied to write off the cost of property and equipment to their residual values over their estimated useful lives are as follows: Furniture and fixtures 10-13 years Computer and transcription equipment 3- 4 Leasehold improvements Over the term of the lease An asset’s residual value, useful life and depreciation method are reviewed, and adjusted prospectively if appropriate, on an annual basis. Repairs and maintenance costs are charged to the consolidated statements of loss and comprehensive loss during the period which they are incurred. Gains and losses on disposals of property and equipment are determined by comparing the proceeds with the carrying amount of the asset and are included as part of selling and administrative expenses in the consolidated statements of loss and comprehensive loss. Intangible assets Intangible assets with infinite lives that are acquired separately are measured at fair value. Intangible assets with finite lives that are acquired separately are measured on initial recognition at fair value, which comprises its purchase price plus any directly attributable costs of preparing the asset for its intended use. Our acquired intangible assets consist of customer relationships, acquired technology, non-compete agreements and brands acquired in business combinations. These intangible assets are recorded at their fair value at the respective acquisition date. We use the income approach as a valuation technique that calculates the fair value of an intangible asset based on the present value of future cash flows that the asset can be expected to generate over its remaining useful life. The discounted cash flow (“DCF”) is the methodology used, which is a form of the income approach that begins with a forecast of the annual cash flows a market participant would expect the subject intangible asset to generate over a discrete projection period. The future cash flow for each of the years in the discrete projection period are then converted to their present value equivalent using a rate of return appropriate for the risk of achieving the intangible assets’ projected cash flows, again, from a market participant perspective. The Company relies on the relief-from-royalty method to value the acquired technology and brand and the Multi-Period Excess Earnings of (“MEEM”) method to value customer relationship assets. After initial recognition, intangible assets are measured at cost less accumulated amortization and impairment losses. The estimated useful lives at acquisition date for the Company’s classes of intangible assets are as follows: Acquired Technology 5 years Customer Relationships 4.8 Brands 3 Non-Compete agreements Term of agreement The estimated useful life and amortization methods are reviewed annually, with the effect of any change in estimate being accounted for on a prospective basis. These assets are subject to an impairment test as described below. Our internally generated intangible assets consist of developed technologies. The Company incurs costs associated with the design and development of new products. Expenditures during the research phase are expensed as incurred. Expenditures during the development phase are capitalized if the Company can demonstrate each of the following criteria: (i) the technical feasibility of completing the intangible asset so that it will be available for use or sale, (ii) its intention to complete the intangible asset and use or sell it, (iii) its ability to use or sell the intangible asset, (iv) how the intangible asset will generate probable future economic benefits, (v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, and (vi) its ability to measure reliably the expenditure attributable to the intangible asset during its development; otherwise, they are expensed as incurred. Costs associated with maintaining computer software programs are recognized as an expense as incurred. Internally generated software development costs recognized as intangible assets are carried at cost less any accumulated amortization on a straight- line basis over 3 years after they are completed. These assets are subject to an impairment test as described below. Business combinations IFRS 3, Business Combinations (“IFRS 3”), requires business combinations to be accounted using the acquisition method. Under this method, the cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation based on the facts and circumstances at the acquisition date. Business acquisition costs incurred are expensed and included in transaction costs. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (ii) fair value of the net identifiable assets acquired is recorded as goodwill. Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each CGU or a group of CGUs that is expected to benefit from the synergies of the combination. A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in the consolidated statements of loss and comprehensive loss. An impairment loss recognized for goodwill is not reversed in subsequent periods. On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Determining whether goodwill is impaired requires an estimation of the higher of fair value less costs of disposal and value in use of the CGUs which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Capital stock Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. The proceeds from the issuance of units (shares and warrants) are bifurcated between capital stock and warrants, with the value of the warrants determined using the Black-Scholes option pricing model. Financial instruments Financial assets Recognition and initial measurement The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in the consolidated statements of loss and comprehensive loss when incurred. Classification and subsequent measurement On initial recognition, financial assets are classified as subsequently measured at amortized cost, fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”). The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics. Financial assets are classified as follows: Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in the consolidated statements of loss and comprehensive loss. Financial assets measured at amortized cost are comprised of trade receivables. ● Fair value through other comprehensive income (FVOCI) - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at fair value through other comprehensive income. Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in the consolidated statements of loss and comprehensive loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to net loss. The Company does not hold any financial assets measured at fair value through other comprehensive income. ● Mandatorily at fair value through profit or loss (FVTPL) - Assets that do not meet the criteria to be measured at amortized cost or fair value through other comprehensive income are measured at fair value through profit or loss. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. Financial assets mandatorily measured at fair value through profit or loss are comprised of cash and cash equivalents. ● Designated at FVTPL – On initial recognition, the Company may irrevocably designate a financial asset to be measured at fair value through profit or loss in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income and changes in the financial assets’ carrying amount are recognized in the consolidated statements of loss and comprehensive loss. The Company does not hold any financial assets designated to be measured at fair value through profit or loss. Business model assessment The Company assesses the objective of its business model for holding a financial asset at a level of aggregation which best reflects the way the business is managed, and information is provided to management. Information considered in this assessment includes stated policies and objectives. Contractual cash flow assessment The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual terms. For this purpose, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the Company considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Company’s claim to cash flows, and any features that modify consideration for the time value of money. The Company measures all equity investments at fair value. Changes in fair value are recorded in the consolidated statements of loss and comprehensive loss. The entity does not hold any equity investments. Impairment of financial assets The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets measured at fair value through profit or loss. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions. The Company applies the simplified approach for trade receivables. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets’ contractual lifetime. The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit-impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses. For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the consolidated balance sheet as a deduction from the gross carrying amount of the financial asset. Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof. Financial liabilities Recognition and initial measurement The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in the consolidated statements of loss and comprehensive loss. Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the residual amount. Classification and subsequent measurement Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains and losses relating to a financial liability are recognized in profit or loss. The standard contains three classifications categories for financial assets: measured at amortized cost, FVOCI and FVTPL. The classification for each class of the Company’s financial assets and financial liabilities is as follows: Financial assets and liabilities IFRS 9 Classification Cash and restricted cash FVTPL Trade and other receivables Amortized cost Trade and other payables Amortized cost Long-term debt Amortized cost Convertible note Amortized cost Share appreciation rights plan obligations FVTPL Share based payment liability FVTPL Derivative warrant liability FVTPL Conversion feature derivative liability FVTPL Compound financial instruments Convertible notes issued with warrants are evaluated whether any embedded derivatives need to be separated from the host instrument. In accordance with IAS 32.31 for compound financial instruments, because equity instruments are defined as contracts evidencing a residual interest in the assets of an entity after deducting all of its liabilities, the warrants are assigned the residual amount of the consideration after deducting the fair value of the liability components and are subsequently carried at historical cost. The liability components represent the host debt and the embedded conversion feature. The embedded derivative conversion option is separated from its host contract on the basis of its stated terms and initially measured at fair value using the Black-Scholes model, with the host debt contract being the residual amount after separation. Subsequently, the loan payable component is measured at amortized cost using the effective interest method over the term of the loan. The loan component is accreted to the face value by recording accretion expense. The values of the conversion feature are re-measured at each reporting date until settlement, with changes in the fair value recorded in the consolidated statements of loss and comprehensive loss. Unit issuances comprising of one common share and one Leases In accordance with IFRS 16, Leases (“IRS 16”), at inception of a contract, the Company assesses whether the contract is or contains a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, based on the initial amount of the lease liability. The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. In addition, the right-of-use asset is periodically adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right- of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. Impairment of property and equipment, definite life intangibles, indefinite life intangibles and goodwill For purposes of assessing impairment under IFRS, assets are grouped in CGUs, the lowest levels for which the group of assets can generate largely independent cash inflows. The Company has ten CGUs, which consist of VIQ Solutions PTY Ltd, Dataworxs, Net Transcripts, Transcription Express, HomeTech, wordZXpressed, VIQ Media Transcription, VIQ Solutions Inc., The Transcription Agency and Auscript and the CGUs with goodwill or indefinite lived intangibles are tested for impairment at least annually. All other long-lived assets and finite life intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s or CGU’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell or value-in-use. To determine the value-in-use, management estimates expected future cash flows from the cash-generating unit and determines a suitable pre-tax discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Company’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount rates have been determined for each of the CGUs and reflect their respective risk profile as assessed by management. Impairment losses for the CGUs reduce first the carrying amount of any goodwill allocated to that CGU, with any remaining impairment loss charged pro rata to the other assets in the CGU. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment charge is reversed if the assets’ recoverable amount exceeds its carrying amount only to the extent that the new carrying amount does not exceed the carrying value of the asset had it not originally been impaired. Property and equipment and definite life intangibles are tested for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. For the purpose of measuring recoverable values, assets are grouped at the lowest levels for which there are separately identifiable cash flows, which are its CGUs. The recoverable value is the higher of an asset’s fair value less costs of disposal and value in use (being the present value of the expected future cash flows of the relevant asset or CGU). In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risk specific to the asset. An impairment loss is recognized for the value by which the asset’s carrying value exceeds its recoverable value. Revenue recognition Revenue represents the amount of consideration the Company expects to receive for the delivery of products and services in its contracts with customers, net of discounts and sales taxes. The Company reports revenue mainly under seven revenue categories being, Technology services, Software license, Support and maintenance, SaaS, Professional services, and Hardware and other. Revenue is recognized upon transfer of control of products or services to customers at an amount that reflects the transaction price the Company expects to receive in exchange for the products or services. The Company’s contracts with customers often include the delivery of multiple products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The accounting for a contract or contracts with a customer that contain multiple performance obligations requires the Company to allocate the contract or contracts’ transaction price to the identified distinct performance obligations. Technology services revenue consists of fees charged for recurring services provided to our customers. Technology service revenue is recognized when the service is delivered to the customer. The Company has select customers where a flat rate is charged and revenue is recognized on a monthly basis. Software license revenue is comprised of non-recurring license fees charged for the use of our software products generally licensed under perpetual arrangements and to a lesser extent sale of third - party license software. The Company sells on- premises software licenses on a perpetual basis. On-premises software licenses are bundled with software maintenance and support services for a term. The license component and maintenance and support components are each allocated revenue using their relative estimated SSP. Revenue from the license of distinct software is recognized at the time that both the right- to-use software has commenced and the software has been made available to the customer. Support and maintenance and other recurring revenue primarily consist of fees charged for customer support on our software products post-delivery. Certain of the Company’s contracts with customers contain provisions that require the customer to agree to first year support and maintenance in order to maintain the active right to use a perpetual license. Support and maintenance and other recurring revenue primarily consists of fees charged for customer support on software products post- delivery. Revenue from software-as-a-service (SaaS) arrangements, which allows customers to use hosted software over a term without taking possession of the software, are provided on a subscription basis. Revenue from the SaaS arrangement, which includes the hosted software and maintenance is recognized ratably over the term of the subscription. Professional service revenue consists of fees charged for customization, implementation, integration, training and ongoing services associated with our software products and technology services. Professional services are typically billed on a time and material basis and revenue is recognized over time as the services are performed. For professional services contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of services performed. Hardware revenue includes the resale of third-party hardware that forms part of the overall customer solutions. Hardware revenue is recognized when the goods are shipped. Cost of sales Cost of sales for the computer products and services business segment includes the cost of finished goods inventory, costs related to shipping and handling and expenses relating to software support services. Cost of sales for the transcription business segments includes production wages and other associated costs. Income taxes The income tax provision comprises current and deferred tax. Income tax is recognized in the consolidated statements of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Deferred tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the asset is realized or liability is settled. Deferred tax assets are recognized for deductible temporary differences, unused tax losses and other income tax deductions to the extent that it is probable the Company will have taxable income against which those deductible temporary differences, unused tax losses and other income tax deductions can be utilized. The extent to which deductible temporary differences, unused tax losses and other income tax deductions are expected to be realized is reassessed at the end of each reporting period. In a business combination, temporary differences arise as a result of differences in the fair values of identifiable assets and liabilities acquired and their respective tax bases. Deferred tax assets and liabilities are recognized for the tax effects of these differences. Deferred tax assets and liabilities are not recognized for temporary differences arising from goodwill or from the initial recognition of assets and liabilities acquired in a transaction other than a business combination which do not affect either accounting or taxable income or loss. Net loss per common share Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is calculated by dividing the applicable net loss by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the period. The dilutive effect of outstanding stock options and warrants on earnings per share is calculated by determining the proceeds for the exercise of such securities which are then assumed to be used to purchase common shares of the Company. Stock-based compensation The Company has a stock option plan for directors, officers and employees, a deferred share unit (“DSU”) plan for directors and a share appreciation rights (“SAR”) plan for directors, officers, employees, and consultants. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. Other than the DSU grants, the fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche’s vesting period, based on the number of awards expected to vest, with the offset credited to contributed surplus, and share appreciation rights plan obligations. Forfeitures are estimated at the grant date and are revised to reflect changes in actual forfeitures. The number of awards expected to vest is reviewed quarterly, with any impact being recognized immediately. When options are exercised the amount received is credited to capital stock and the fair value attributed to these options is transferred from contributed surplus to capital stock. As the SAR is a cash-settled plan, the fair value is recognized as a liability in the consolidated balance sheet and is re-measured each period using the Black- Scholes options pricing model and charged to the consolidated statements of loss and comprehensive loss at each reporting date until the award is settled. The holder of the DSU will only be able to redeem the DSUs in shares upon cessation of their service with the Company, therefore, the Company records DSUs as equity. Grants of DSUs are recorded at fair value in selling and administration expense at the time of grant. The quoted market price of the underlying shares on the grant date is considered to be equivalent to fair value for the DSUs. The charge to equity for DSUs is not updated to fair value at each subsequent reporting period. Upon settlement, the amount recognized in contributed surplus for the award is reclassified to share capital, with any premium or discount applied to deficit. Government assistance The Company recognizes government grants when there is reasonable assurance that the grant will be received, and any conditions associated with the grant have been met. Grants that compensate the Company for expenses incurred are recognized in the consolidated statement of loss and c |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions | |
Acquisitions | 4. 2021 Acquisitions: On October 1, 2021, the Company through its UK subsidiaries, VIQ Solutions (UK) Limited and VIQ Services (UK) Limited, acquired, 99% and 1% respectively of the assets of The Transcription Agency LLP (“TTA”). TTA is a leading supplier of secure outsourced transcription services to clients in private and public sectors throughout the United Kingdom and complements the Company’s transcription services business. On December 13, 2021, the Company through its Australia subsidiary VIQ Solutions Australia Pty Ltd. acquired certain assets of Auscript Austalasia 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 7 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 7 months. The acquisitions were 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. The total consideration for the acquisitions and the purchase price allocation are as follows: Measurement TTA Auscript (final) (preliminary) Total Consideration Cash $ 1,638,275 $ 7,496,856 $ 9,135,131 Contingent consideration — 150,000 150,000 Total Consideration 1,638,275 $ 7,646,856 9,285,131 Identifiable assets acquired and liabilities assumed Trade and other receivables net of allowance for doubtful accounts 86,795 2,124,687 2,211,482 Prepaid expenses and deposits — 168,009 168,009 Property and equipment — 283,394 283,394 Right of use assets — 912,910 912,910 Trade and other payable and accrued liabilities (137,661) (1,886,414) (2,024,075) Current portion of contract liabilities (16,679) (44,313) (60,992) Lease obligations — (911,101) (911,101) Deferred tax liability (314,108) (852,557) (1,166,665) Customer relationships (note 8) 1,080,800 2,552,075 3,632,875 Non-compete (note 8) 67,550 57,030 124,580 Brand (note 8) 107,981 734,256 842,237 Goodwill $ 763,597 $ 4,508,880 $ 5,272,477 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 October 1, 2023 to TTA and December 13, 2023 for Auscript. For the year ended December 31, 2021 consolidated revenues of $31,046,812 include revenue from acquisitions of $933,299 (TTA: $315,151; Auscript: $618.148). Net loss for the year ended December 31, 2021 of $19,353,339 includes loss from acquisitions of $367,045 (TTA: loss of $90,316; Auscript: loss of $276,729). During the year ended December 31, 2021, the Company incurred $539,734 in business acquisition costs related to the acquisitions which have been expensed and recorded as business acquisitions costs in the consolidated statements of loss and comprehensive loss (December 31, 2020 - $19,058). If the TTA and Auscript acquisitions would have occurred on January 1, 2021, management estimates that the pro forma consolidated revenue for the year ended December 31, 2021 would have been $53,196,189 and net loss for the year ended December 31, 2021 would have been $18,349,208 as compared to the amounts reported in the consolidated statements of loss and comprehensive loss for the year ended December 31, 2021. This unaudited pro forma financial information is for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the period presented or the results that may be realized in the future. 2020 Acquisitions: On January 31, 2020, the Company through its US subsidiary, VIQ Media Transcription Inc., acquired 100% of the assets of ASC. ASC was a provider of transcription services focused on the multi-speaker transcription market, serving both government and public ‘content creation space’ and complements the Company’s transcription services business. As part of this transaction, an estimated $2,038,596 was to be paid as contingent consideration via a performance-based earn-out payable quarterly over 30 months. With respect to the contingent consideration, the Company had agreed to make quarterly payments to the sellers between July 15, 2020 and April 15, 2023 based on the achievement of quarterly revenue targets as defined in the purchase agreement. At the date of acquisition, contingent consideration was measured on a discounted cash flow basis, reflecting the present value of undiscounted expected future payments of $2,948,083 which is the expected payout based on forecast revenues at that date, discounted using a risk- adjusted discount rate of 20.6 percent. On 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 acquisitions completed during the year ended December 31, 2020 were each determined to be a business combination and were accounted for using the acquisition method in accordance with IFRS 3 with the results of operations consolidated with those of the Company effective January 31, 2020 for ASC and February 26, 2020 for WordZ. During the year ended December 31, 2021, the contingent consideration of WordZ and ASC was adjusted based on the revision of the estimated quarterly revenue target achievements, due to decline in operational performance. During the year ended December 31, 2021, the Company further revised the forecasted quarterly revenue target achievements and reported a gain on contingent consideration of $202,350, which is comprised of a loss on contingent consideration of $32,621 for the additional earnout payable for Wordz and a gain on contingent consideration of $234,971 for the reduction in earnout payable for ASC (2020 - 946,503 was reported as a gain on contingent consideration of which $89,449 was recorded as additional earnout payable for ASC and $1,035,952 was recorded as a reduction in earnout payable for WordZ). Additionally, accretion expense of $455,675 was recorded for ASC and WordZ during the year ended December 31, 2021 (2020 - $377,312 and 2019 - nil). Earnout payments totaling $1,434,766 (2020 - $377,312) was made to the previous owners of ASC and WordZ. On December 23, 2021, the Company entered into a settlement agreement with the former owners of ASC to settle all earnout payment obligations in the amount of $1,165,770 and recorded a gain on settlement of $130,220.The long-term contingent consideration payable to ASC at December 31, 2021 was nil (2020 - $1,145,677). As at December 31, 2021, total contingent consideration payable to WordZ sellers is $523,926 (2020 - $744,696 and 2019 - nil), of which $357,323 (2020 - $314,845 and 2019 - nil) is recorded as trade and other payables and accrued liabilities, and $166,603 has been recorded as long-term contingent consideration (2020 - $429,851). The accounting for the ASC and WordZ acquisitions were complete as of December 31, 2020. The total consideration for the acquisitions and the purchase price allocation is as follows: ASC WordZ Total Consideration Cash $ 3,136,500 $ 1,275,000 $ 4,411,500 Promissory note — 914,677 914,677 Contingent consideration 2,038,596 1,671,670 3,710,266 Total Consideration $ 5,175,096 $ 3,861,347 $ 9,036,443 Identifiable assets acquired and liabilities assumed Net tangible assets acquired (liabilities assumed) (869,706) (72,485) (942,191) Customer relationships (note 8) 2,880,000 2,220,000 5,100,000 Non-compete (note 8) — 70,000 70,000 Brand (note 8) 550,000 190,000 740,000 Goodwill $ 2,614,802 $ 1,453,832 $ 4,068,634 |
Trade and other receivables
Trade and other receivables | 12 Months Ended |
Dec. 31, 2021 | |
Trade and other receivables | |
Trade and other receivables | 5. December 31, 2021 December 31, 2020 Trade accounts receivable $ 4,423,315 $ 4,233,012 Other receivable (note 6) 1,487,255 366,077 Less: allowance for doubtful accounts (note 21) (316,202) (123,338) $ 5,594,368 $ 4,475,751 As at December 31, 2021, other receivable relates to unbilled revenue of $807,067 (2020 - $297,581) and government assistance receivable of $574,703 (2020 – $68,496) (note 6) and sales tax receivable and other receivables of $105,485 (2020 - $6,761). |
Government Assistance
Government Assistance | 12 Months Ended |
Dec. 31, 2021 | |
Government Assistance | |
Government Assistance | 6. Australian Business Wage Subsidies The Australian government introduced programs to support Australian businesses whose revenues were impacted by the COVID-19 pandemic. The government is providing wage subsidies to qualifying companies of approximately AUD$750 per employee per week. For the year ended December 31, 2021, the Company determined that it qualified for the subsidies and submitted claims for $208,077 (2020 – $2,017,189 and 2019 - nil) for the Australian Business Wage Subsidies, which has been received and recognized as a reduction to the related payroll expenses in the consolidated statements of loss and comprehensive loss. Canadian Emergency Wage Subsidy (“CEWS”) and Canadian Emergency Rent Subsidy (“CERS”) The Canadian government introduced programs to support Canadian businesses whose revenues were impacted by the COVID- 19 pandemic. The government is providing wage and rent subsidies to eligible companies based on percentage decrease in revenue per eligible periods. For the year ended December 31, 2021, the Company determined it was not qualified for these subsidies and no claims were submitted for CEWS (2020 – $111,529 and 2019 - nil) and for CERS (2020 – $6,725 and 2019 - nil). U.S. Employee Retention Credit Program During the year ended December 31, 2021, the Company determined it was qualified for the U.S. Employee Retention Credit. This program provides the Company with a refundable tax credit against certain employment taxes equal to 50 % of the qualified wages. The Company received $1,453,735 of which $917,759 was recognized as a reduction to operating expenses against related salary costs and $535,976 was a reduction to cost of sales in the consolidated statements of loss and comprehensive loss. U.S. Paycheck Protection Program Loan During the year ended December 31, 2021, no loan was received relating to the U.S. Paycheck Protection Program Loan. On April 24, 2020, the Company received a loan for $2,159,000 under the U.S. Small Business Administration Paycheck Protection Program through BMO Harris Bank at an interest rate of 1% maturing in two years. Principal and interest are due beginning seven months from the date of the note. Generally, the loan will be forgiven if utilized for payment of qualifying expenses during the 24-week period that begins at the origination date of the loan. As at December 31, 2020, the balance of $260,230 was unutilized and reported as long-term debt of which $214,307 was recorded as current portion. Refer to note 10. For the year ended December 31, 2020, the Company determined that it qualified for the subsidies and submitted claims for the three COVID-19 related government support programs described above for a total of subsidy of $4,034,313, which has been received. Of the subsidies amount received, $1,203,327 was recognized as a reduction to operating expenses against related salary costs and other expenses in the consolidated statement of loss and comprehensive loss during the year ended December 31, 2020, and $2,830,986 as a reduction to cost of sales during the year ended December 31, 2020. As at December 31, 2021, the consolidated statement of financial position included assistance receivable of $574,703 (2020 - $68,496) in trade and other receivables. There was no government assistance recorded during year ended December 31, 2019. |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and equipment | |
Property and equipment | 7. Details of the Company’s property and equipment as of December 31, 2021 and December 31, 2020 are listed as follows: Balance Balance January 1, Additions/ Foreign December 31, 2021 Acquisition Disposals exchange 2021 Cost Furniture and fixtures 268,018 31,842 746 21,227 321,833 Computer and transcription equipment 1,499,729 218,696 78,458 15,888 1,812,771 Buildings – Leasehold Improvements 4,920 38,114 — 17 43,051 1,772,667 288,652 79,204 37,132 2,177,655 Accumulated depreciation Furniture and fixtures 219,306 — 13,844 7,461 240,611 Computer and transcription equipment 1,335,406 — 111,884 25,722 1,473,012 Buildings – Leasehold Improvements 2,120 — 938 — 3,058 1,556,832 — 126,666 33,183 1,716,681 Net book value $ 215,835 $ 460,974 Balance Balance January 1, Additions/ Foreign December 31, 2020 (Disposals) exchange 2020 Cost Furniture and fixtures 253,977 13,971 70 268,018 Computer and transcription equipment 1,298,714 188,327 12,688 1,499,729 Building – Leasehold improvements 4,817 — 103 4,920 $ 1,557,508 202,298 12,861 $ 1,772,667 Accumulated depreciation Furniture and fixtures 204,713 14,543 50 219,306 Computer and transcription equipment 1,239,819 86,400 9,187 1,335,406 Building – Leasehold improvements 1,389 668 63 2,120 1,445,921 101,611 9,300 1,556,832 Net book value $ 111,587 $ 215,835 |
Intangible assets and goodwill
Intangible assets and goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Intangible assets and goodwill. | |
Intangible assets and goodwill | 8. Details of the Company’s intangible assets as of December 31, 2021 and December 31, 2020 are listed as follows: Balance Acquisitions Foreign Balance December 31, 2020 (note 4) Additions exchange December 31, 2021 Cost Customer relationships $ 11,775,697 3,632,875 — 50,586 $ 15,459,158 Technology 470,000 — — — 470,000 Non-compete 51,031 124,580 — 529 176,140 Brand 1,520,899 842,237 — 12,403 2,375,539 Patents — 15,232 — 15,232 Internally generated intangible assets 7,015,035 — 2,349,501 7,415 9,371,951 $ 20,832,662 4,599,692 2,364,733 70,933 $ 27,868,020 Accumulated amortization Customer relationships 4,099,565 — 2,260,372 1,598 6,361,535 Technology 196,499 — 94,000 — 290,499 Non-compete 19,638 — 37,105 — 56,743 Brand 133,921 — 215,574 — 349,495 Patents — — — — — Internally generated intangible assets 4,264,687 — 1,777,451 5,470 6,047,608 8,714,310 — 4,384,502 7,068 13,105,880 Net book value $ 12,118,352 $ 14,762,140 Balance Balance December 31, Acquisitions Foreign December 31, 2019 (note 4) Additions Impairment exchange 2020 Cost Customer relationships $ 7,393,708 5,100,000 — (726,467) 8,456 $ 11,775,697 Technology 470,000 — — — — 470,000 Non-compete — 70,000 — (18,969) — 51,031 Brand 840,000 740,000 — (59,101) — 1,520,899 Internally generated intangible assets 5,259,287 — 1,642,783 — 112,965 7,015,035 $ 13,962,995 5,910,000 1,642,783 (804,537) 121,421 $ 20,832,662 Accumulated depreciation Customer relationships $ 1,812,833 — 2,276,341 — 10,391 4,099,565 Technology 102,499 — 94,000 — — 196,499 Non-compete — — 19,638 — — 19,638 Brand — — 133,921 — — 133,921 Internally generated intangible assets 1,831,202 — 2,289,348 — 144,137 4,264,687 $ 3,746,534 — 4,813,248 — 154,528 $ 8,714,310 Net book value $ 10,216,461 $ 12,118,352 Details of the Company’s goodwill as of December 31, 2021 and December 31, 2020 are listed as follows: Balance Acquisitions Foreign Balance January 1, 2021 (note 4) exchange December 31, 2021 VIQ Solutions PTY Ltd. $ 650,001 — (37,427) $ 612,574 Dataworxs 141,018 — 486 141,504 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 — 763,597 Auscript — 4,508,880 71,468 4,580,348 $ 6,976,096 $ 5,272,477 $ 34,527 $ 12,283,100 Balance Acquisitions Foreign Balance January 1, 2020 (note 4) Adjustments exchange December 31, 2020 VIQ Solutions PTY Ltd. 587,187 — — 62,814 650,001 Dataworxs 138,053 — — 2,965 141,018 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 WordZ — 1,453,832 (1,453,832) — — $ 4,295,515 $ 4,068,634 $ (1,453,832) $ 65,779 $ 6,976,096 Impairment testing for cash-generating units containing goodwill The annual impairment test of goodwill was performed as of December 31, 2021. The recoverable amount of the Company’s CGUs tested determined using the higher of value in use or fair value less cost to sell. ● Value in use was estimated based on an assessment of their value in use using a discounted cash flow approach. Cash flows for the years thereafter are extrapolated using the estimated terminal growth rate. The risk premiums expected by market participants related to uncertainties about the industry and assumptions relating to future cash flows may differ or change quickly, depending on economic conditions and other events.The Company has made certain assumptions in determining the cash flow projections based over a five-year period from 2022 to 2025 on budgets approved by management and include management’s best estimate of expected market conditions. The cash flow projections include certain key assumptions regarding revenue growth rates, terminal revenue growth rates and current income tax rates. Accordingly, it is reasonably possible that future changes in assumptions may negatively impact future valuations of goodwill and the Company would be required to recognize an impairment loss. The Company determined the revenue growth rate, the terminal revenue growth rate based on past performance and its expectations for market development. The pre-tax discount rates used reflect specific risks in relation to the CGUs. ● Fair value less costs to sell was estimated by using a discounted cash flow approach, similar to the approach under the value in use amounts; however, adjusted for market participant assumptions and estimates. The market participant assumptions and estimates include cost savings for outsourcing of cost of sales the assessment of multiples of operating performance of comparable entities and precedent transactions in that industry. We make certain assumptions when deriving expected future cash flows, which may include assumptions pertaining to discount and terminal growth rates. These assumptions may differ or change quickly depending on economic conditions or other events. It is therefore possible that future changes in assumptions may negatively affect future valuations of CGUs and goodwill, which could result in impairment losses. Goodwill is allocated to CGUs, or groups of CGUs, based on the level at which management monitors goodwill, which cannot be higher than an operating segment. The allocation of goodwill is made to CGUs, or groups of CGUs, that are expected to benefit from the synergies and future growth of the business combination from which the goodwill arose. We make judgments in determining CGUs and the allocation of goodwill to CGUs or group of CGUs for the purpose of impairment testing. With respect to the VIQ Solutions Inc CGU, there are no goodwill or indefinite For each of the following CGUs, or group of CGUs, the following are key assumptions on which management based its determinations of the recoverable amount for goodwill based on value in use: VIQ Dataworxs Assumptions Solutions Australia 2021 PTY Ltd. VIQ US Carrying value of goodwill 612,574 141,504 3,570,275 Revenue Growth Rate 3.0 % 3.0 % 3.0 % Terminal Growth Rate 2.0 % 2.0 % 2.0 % Pre-tax discount rate 16.3 % 16.3 % 16.3 % The following are key assumptions on which management based its determinations of the recoverable amount for goodwill based on each CGU’s fair value less cost to sale: VIQ Media Assumptions 2021 TTA Auscript Transcription Carrying value of goodwill 763,597 4,580,348 2,614,802 Revenue Growth Rate 0.4 % 3 % 3 % Terminal revenue 1 % 3 % 2 % growth rate Pre-tax discount rate 28.5 % 33.4 % 18.3 % We did not recognize an impairment charge related to our goodwill or intangible assets in 2021 because the recoverable amounts of the CGUs, or groups of CGUs, exceeded their carrying values. In 2020, in determining the recoverable amount, management estimated the expected future cash flows from the WordZ CGU and applied a suitable pre-tax discount rate in order to calculate the present value of those cash flows. The analysis revealed that recoverable amount of $1,328,778 of the CGU is less than the carrying amount of $3,587,147 and as such, an impairment loss was allocated to reduce the carrying amount of the goodwill, customer relationships, brand, and non-compete intangible assets. The Company recorded an impairment charge of $2,258,369 in the consolidated statements of loss and comprehensive loss in 2020 for the WordZ CGU reducing the carrying value of goodwill and acquired intangible assets. The WordZ CGU provides technology services to the insurance, law enforcement, and legal industry. |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2021 | |
Long-term debt | |
Long-term debt | 9. Word Z Transcription HomeTech Crown Promissory WordZ SBA Express VTB VTB Loan Capital (a) note (b) Loan (b) Loan (b) (b) Total Balance as at January 1, 2021 $ 11,093,400 $ 617,751 $ 45,923 $ — $ 381,725 $ 12,138,799 Add: current portion 304,746 446,552 214,307 280,531 240,000 1,486,136 $ 11,398,146 $ 1,064,303 $ 260,230 $ 280,531 $ 621,725 $ 13,624,935 Interest expense 1,232,349 49,890 — 5,892 — 1,288,131 Accretion expense 347,372 102,462 — — 61,597 511,431 Interest payment (1,231,369) (39,109) (832) (5,892) — (1,277,202) Debt repayment — (407,443) (145,129) (280,531) (240,000) (1,073,103) Foreign exchange translation 34,629 — — — — 34,629 Balance as at December 31, 2021 $ 11,781,127 $ 770,103 $ 114,269 $ — $ 443,322 $ 13,108,821 Less: Current portion (308,892) (446,552) (114,269) — (240,000) (1,109,713) $ 11,472,235 $ 323,551 $ — $ — $ 203,322 $ 11,999,108 Word Z Transcription Crown Capital Promissory WordZ SBA Express VTB HomeTech (a) note (b) Loan Loan (b) VTB Loan (b) Total Balance as at January 1, 2020 $ 5,964,602 $ — $ — $ — $ 541,035 $ 6,505,637 Add: current portion — — — 863,438 240,000 1,103,438 $ 5,964,602 $ — $ — $ 863,438 $ 781,035 $ 7,609,075 Debt advancement 4,482,659 915,105 260,230 — — 5,657,994 Interest expense 1,409,961 50,865 — 84,731 — 1,545,557 Accretion expense 313,112 98,333 — — 80,690 492,135 Interest payment (982,969) — — (69,607) — (1,052,576) Debt repayment — — — (598,031) (240,000) (838,031) Foreign exchange translation 210,781 — — — — 210,781 Balance as at December 31, 2020 $ 11,398,146 $ 1,064,303 $ 260,230 $ 280,531 $ 621,725 $ 13,624,935 Less: Current portion (304,746) (446,552) (214,307) (280,531) (240,000) (1,486,136) $ 11,093,400 $ 617,751 $ 45,923 $ — $ 381,725 $ 12,138,799 a. The Company entered a secured debt facility with Crown Capital Funding Partner LP (“Crown”) with maximum available funds of $11,811,000 (CAD$15,000,000) bearing an interest rate of 10 percent payable quarterly. The loan is secured by a general security agreement covering all assets of the Company. The outstanding principal balance of the loan is repayable on November 28, 2023. On initiation of the debt facility on November 28, 2018, 450,000 common share purchase warrants were issued to Crown. A value of $623,152 (CAD$828,917) was attributed to the 450,000 warrants and was recorded in contributed surplus. Each warrant is convertible into one common share in the capital of the Company at a price per share equal to CAD$2.06 until November 28, 2023. In addition, in lieu of payment of the debt facility origination fee, the Company issued 106,383 common shares to Crown at a deemed price of CAD$2.80 which was equal to the 20-day volume weighted trading price on the trading day immediately preceding November 28, 2018. A value of $225,530 (CAD$300,000) was attributed to the 106,383 common shares and has been included in capital stock. During 2018, the Company had drawn $6,548,461(CAD$8,935,000) of the available facility. In March 2020, in connection with the acquisition of ASC and WordZ (note 4), the Company borrowed the remaining $4,566,945 (CAD$6,065,000) of the available facility. The fair value of this drawdown was $4,482,659 at March 2020. As part of this transaction, the Company and Crown entered into an amendment to the Debt Facility, pursuant to which 450,000 new common share purchase warrants were issued to Crown and previously issued 450,000 common share purchase warrants were concurrently cancelled. The new warrants reflect a price per Share equal to CAD$2.06 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. Additionally, the Company incurred fees of $354,330 (CAD$450,000) associated with establishing the amended debt facility which are recorded as a reduction in the carrying value of the note payable. These fees were added to the long-term payable of the Company’s outstanding principal. These fees accrue interest at 10 percent and repayment is due on November 28, 2023, together with the balance outstanding on the debt facility. During the year ended December 31, 2021, the Company recorded interest expense of $1,232,349 (2020 - $1,409,961). The difference between the face value and ascribed value of the Crown Capital note payable is being accreted over the remaining life of the debt facility. Corresponding transaction costs were netted against the face value of the debt facility and are recognized as accretion and other financing expense over the term of the loan. During the year ended December 31, 2021, there was $347,372 recorded as accretion and other financing expense related to the note payable in the consolidated statements of loss and comprehensive loss (December 30, 2020 – $313,112 and 2019 - $201,052). The Company received a waiver from Crown in March 2021 to remove the Fixed Charge Coverage Ratio covenant for all four quarters of 2021. In addition, the Company received a second waiver from Crown to remove the Fixed Charge Coverage Ratio covenant for the first three quarters of 2022. The Company received a third waiver in August 2021, to remove the Net Debt to EBITDA Ratio for the remainder of fiscal 2021. As a result, there are no covenants applicable to the Crown debt facility as of December 31, 2021. Subsequent to year end, the Company obtained a further amendment and waiver to the debt facility (note 25). b. Unsecured promissory notes have been issued to the former owners of acquired companies. As part of the acquisition of Transcription Express, the Company issued an unsecured promissory note to the former owners of Transcription Express with a face value of $1,666,227, bearing interest at 10% per annum. During the year ended December 31, 2019, the terms of the Transcription Express unsecured promissory note were amended with the principal and accrued interest to be paid monthly beginning on July 31, 2019 to the period ended April 30, 2021. As at December 31, 2021, this unsecured promissory note has been paid in full. As part of the acquisition of HomeTech, the Company issued an unsecured interest-free promissory note to the former owners of HomeTech with a face value of $1,200,000, to be paid monthly for 60 months in equal installments of $20,000 beginning February 25, 2019 to the period ending January 25, 2024. The Company recorded the unsecured promissory note by discounting the principal amounts due using a market annual interest rate of 12%. The difference between the present value and the face value is being accreted over the term of the unsecured promissory notes An additional note was issued to the former owners of WordZ with a face value of $1,200,000 bearing interest at 5% to be paid quarterly for 36 months beginning January 5, 2021 to the period ending October 5, 2023. The fair value of the unsecured promissory notes were determined on a market annual interest rate of 12%. The difference between the face value and the ascribed value of the notes is being accreted over life of the notes. c. On November 28, 2018, the Company issued unsecured convertible notes with a face value of $1,000 bearing interest at a rate of 10% per annum for gross proceeds of $3,717,934 (CAD $4,954,988) maturing in five years after issuance. The principal amount of the convertible debt is convertible, at the option of the holder, into common shares at a conversion price of CAD $2.82 per share. On December 20, 2018, the Company issued unsecured convertible notes with a face value of $1,000 bearing interest at a rate of 10% per annum for gross proceeds of $1,150,000 (CAD $1,551,925) maturing in five years after issuance. The principal amount of the convertible debt is convertible, at the option of the holder, into common shares at a conversion price of CAD $2.72 per share. On May 7, 2019, the Company issued unsecured convertible notes with a face value of $1,000 bearing interest at a rate of 10%per annum for gross proceeds of $1,925,000 (CAD $2,594,016) maturing in five years after issuance. The principal amount of the convertible debt is convertible, at the option of the holder, into common shares at a conversion price of CAD $2.70 per share. During the year ended December 31, 2020, the Company entered into agreements (the “Amending Agreements”) with the holders of unsecured convertible notes (each, a “Note”) in the aggregate principal amount of approximately $6,792,934, granting the holders of such Notes (each a “Noteholder”) the option to convert the principal and the aggregate interest payable on their Notes from the date of issuance to the maturity date (the “Total Interest Payable”) into shares at a conversion price of CAD$2.18 per Share (the “Conversion Option”). The modification of the convertible notes resulted in in a charge of $1,497,804 reflecting the incremental fair value of the reduced exercise price. This charge was recorded as a loss on repayment of long-term debt in the consolidated statements of loss and comprehensive loss. Concurrent with their entry into the Amending Agreements, Noteholders holding all of the outstanding Notes exercised the Conversion Option during the year ended December 31, 2020. As a result of the exercise of the Conversion Option, the Company recognized $3,503,797 in interest expense reflecting interest charges from the date of the conversion through the maturity date. For the year ended December 31, 2020, the Company recognized a loss of $1,308,440 on the revaluation of the conversion feature liability. The Corporation issued 6,785,651 common shares to settle its outstanding Notes having an aggregate principal amount of $6,871,003, total interest payable of $4,296,999, and a loss on revaluation of conversion feature liability to the date of exercise of $1,260,360 for a total amount of $12,428,362 credited to share capital of the Company. The amount is nil for convertible notes at December 31, 2021, December 31, 2020 and December 31, 2019. The minimum remaining principal repayments of debt under all agreements are as follows: Crown wordZ promissory HomeTech Capital note wordZ SBA Loan VTB loan Total 2022 $ — $ 400,000 $ 114,269 $ 240,000 $ 754,269 2023 12,165,330 400,000 — 240,000 12,805,330 2024 — — — 20,000 20,000 $ 12,165,330 $ 800,000 $ 114,269 $ 500,000 $ 13,579,599 |
Derivative warrant liability
Derivative warrant liability | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Warrant Liability | |
Derivative Warrant Liability | 10. 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 the date that is six months following the September 15, 2021 issuance date and will expire five years from the issuance date. 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 consolidated statements of loss and comprehensive loss at each period-end. The derivative warrant liabilities will ultimately be converted into the Company’s equity (common shares) when the Warrants are exercised or will be extinguished on the expiry of the outstanding Warrants and will not result in the outlay of any cash by the Company. The Company uses the Black-Scholes pricing model to estimate fair value at initial recognition and at each reporting date. The Company considers expected volatility of its common shares in estimating its future stock price volatility. The risk-free interest rate for the life of the Warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of issue and at the time of revaluation. The life of warrant is based on the contractual term. The following are assumptions used by the Company to fair value at initial recognition and: Year ended December 31, 2021 Derivative warrant liabilities December 31, 2021 September 15, 2021 Period-End Initial Recognition Fair value (CAD) $ 1.12 $ 1.93 Share price (CAD) $ 3.11 $ 4.43 Exercise price (CAD) $ 6.35 $ 6.33 Expected volatility 64.72 % 62.06 % Option life (years) 4.71 5.0 Expected dividends 0 % 0 % As of December 31, 2021, there were 2,117,647 warrants outstanding and nil exercised (2020 – nil and nil, respectively). The derivative warrant liabilities were recorded at inception on September 15, 2021 was $3,220,039 and as at December 31, 2021 was $2,452,332. |
Capital stock
Capital stock | 12 Months Ended |
Dec. 31, 2021 | |
Capital stock | |
Capital stock | 11. 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 year ended December 31, 2021 (2020 – 396,000 stock options granted and 2019 - 257,850). Common Shares The Company’s authorized capital consists of an unlimited number of common shares with no par value. As at December 31, 2021, 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 – June 2024 25,000 N/A January 2031 – June 2031 171,017 On November 6, 2020, the Company announced a bought deal financing and issued 4,705,900 common shares at a price per share of CAD $4.25 per common share for aggregate gross proceeds of CAD $20,000,075 (US$15,378,058) and proceeds net of issuance costs of $13,747,345. The sale of shares and receipt of proceeds were completed on November 26, 2020 (Note 10). Warrants During the year ended December 31, 2021, there were 1,123,878 of warrants exercised (2020 – 1,154,759 and 2019 - 1,362,499) for proceeds of $2,092,276 (2020 – $1,859,963 and $2,196,277). During the year ended December 31, 2021, there were no warrants issued under the Legacy plans (2020 and 2019 – nil) other than those classified as derivative warrant liabilities (Note 10). As at December 31, 2021, there were no warrants outstanding other than those classified as derivative warrant liabilities (2020 – 1,123,878). 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 year ended December 31, 2021, certain stock option granted included cash settlement alternatives at the discretion of the stock option holder, subject to the approval of the Company’s Plan Administrator. The option holder could elect to perform the following on the settlement date: ● acquire common shares of the Company on a 1:1 basis to vested Options ● receive cash payment, net of withholding taxes, equal to vested Options multiplied by the market price of common shares of the Company ● acquire and receive a combination of common shares and cash payment, respectively, as noted above Since the election and choice of settlement method lies with the stock option holder, which includes a cash settlement, the Company has recorded the associated grants with this option as a cash-settled share-based payment and recorded a share-based payment liability which is remeasured at each reporting period. The Company on June 11, 2021 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 December 31, 2021, 749,267 options were vested related to the legacy plan (2020 – 770,283 and 2019 - 613,283) with a weighted average exercise price of CAD $3.16 per share (2020 – CAD$2.84 and 2019 CAD $2.62). As at December 31, 2021, 46,500 options were vested related to the Omnibus Equity Incentive plan (2020 – nil During the year ended December 31, 2021, there were 1,115,086 stock options granted to directors, officers, employees, and contractors (2020 – 396,000 and 2019 - 257,850). The Company utilized the Black-Scholes option pricing model to initially fair value the stock options granted and included the following assumptions as of grant date: Year ended December 31, 2021 Year ended December 31, 2020 Omnibus Equity Incentive Plan Legacy Plans Fair value (CAD) $2.30 - $7.29 $ 1.85 Share price (CAD) $2.80 - $8.93 $ 3.20 Exercise price (CAD) $8.84 - $8.93 $ 3.20 Expected volatility 81.60% - 82.72% 73.41 % Option life (years) 10.0 5.0 Expected dividends 0% 0 % Risk-free interest rate (based on government bonds) 1.38% - 1.43% 0.42 % 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 $1,028,055 for the year ended December 31, 2021 (2020 and 2019 - $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: Year ended December 31, 2021 Year ended December 31, 2020 Omnibus Equity Incentive Plan Legacy Plans Fair value (CAD) $2.13 N/A Share price (CAD) $3.11 N/A Exercise price (CAD) $8.84 - $8.93 N/A Expected volatility 82.07 % N/A Option life (years) 9.45 N/A Expected dividends 0 % N/A Risk-free interest rate (based on government bonds) 1.42 % N/A During the year ended December 31, 2021, 203,333 options were exercised (2020 – 92,500 and 2019 – 67,860) for proceeds of USD$246,160 (2020 – $83,566 and 2019 $59,631). There were no stock options forfeited during the year ended December 31, 2021 (2020 – nil The following information applies to stock options outstanding and exercisable per the legacy plan as at December 31, 2021, along with their respective exercise prices and related weighted average remaining contractual life: Weighted average Range of exercise remaining Weighted average Weighted average prices Options contractual exercise price Options exercise price (CAD) outstanding life (CAD) exercisable (CAD) $4.40 – $6.40 97,000 0.4 years $ 4.92 97,000 $ 4.92 $2.84 - $6.00 141,250 1.8 years $ 3.28 141,250 $ 3.28 $2.20 - $3.10 247,017 2.5 years $ 2.44 247,017 $ 2.44 $3.13 396,000 3.3 years $ 3.13 264,000 $ 3.13 881,267 2.5 years $ 3.16 749,267 $ 3.16 The following information applies to stock options outstanding and exercisable per the Omnibus Equity Incentive plan as at December 31, 2021, along with their respective exercise prices and related weighted average remaining contractual life: Weighted Weighted Weighted Range of exercise average average exercise average exercise prices Options remaining price Options price (CAD) outstanding contractual life (CAD) exercisable (CAD) $2.80 - $2.99 325,000 10.0 years $ 2.90 — — $8.84 – $8.93 790,086 9.4 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 December 31, 2021 were 2,988,172 (2020 – 2,359,143 and 2019 - 1,085,261) 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 (2020 – 1,184,600 and 2019 - 934,767). The Company did not grant any DSU’s to Directors of the Company during the year ended December 31, 2021 (2020 – $nil and 2019 - $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 year ended December 31, 2021, 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 payment liability. During the year ended December 31, 2021, 1,023,378 RSUs were granted, 842,861 RSUs were vested and 827,361 RSUs were exercised (2020 – nil and 2019 – nil)). 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. The Company utilized the Black-Scholes option pricing model to initially fair value the RSUs granted and included the following assumptions: Year ended Year ended Omnibus Equity Incentive Plan Legacy Plans 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 $242,595 for the year ended December 31, 2021 (2020 – $nil Year ended Year ended Omnibus Equity Incentive Plan Legacy Plans Fair value (CAD) $3.11 N/A Share price (CAD) $3.11 N/A Exercise price (CAD) N/A N/A Expected volatility 83.07 % N/A Option life (years) 9.5 N/A Expected dividends 0 % N/A Risk-free interest rate (based on government bonds) 1.42 % N/A Share Appreciation Rights Plan In 2015, the Company established a Share Appreciation Rights (“SAR”) plan for its Service Providers (as defined in VIQ’s SAR plan). The Company’s SAR plan provides incentive compensation, based on the appreciation in the value of the Company’s shares, to the service providers, thereby providing additional incentive for their efforts in promoting the continued growth and success of the business of the Company. During the year ended December 31, 2018, the Company amended the outstanding SARs to extend the expiry of the SARs from December 31, 2018 to July 15, 2020, the date the SARs plan will expire. The aggregate number of units in respect of which SARs have been granted and not yet exercised, shall not at any time exceed 10% of the aggregate number of shares that are then issued and outstanding. The SAR units, which have a term not exceeding five years when granted, generally vest as follows: ● 1/3 at time of issue ● 1/3 after one year ● 1/3 after two years At any time on or after the date when the trading price of one share is equal to or exceeds four times the fair value of one SAR unit at the grant date, the Company shall be entitled to require the disposition of the vested SAR units by the grantee to the Company, by the Company paying the bonus in cash to the grantee. The value of each SAR unit when issued is based on the market price of the Company’s stock on the date of grant. At the end of December 31, 2017, the Company amended the SARs plan by placing a limit on the appreciated value of the Company’s shares within the SARs plan to limit the overall liability. As at December 31, 2021, there were nil $nil |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock-based compensation | |
Stock-based compensation | 12. The total compensation expense relating to the value assigned to the stock options and RSUs granted to directors, officers, employees and contractors for the year ended December 31, 2021 was $8,495,189 (2020 - $725,316 and 2019 - $299,587) which was included in the stock-based compensation expense with a corresponding charge for the year ended December 31, 2021 to contributed surplus of $6,679,582 (2020 – $461,509 and 2019 - $299,587) and share based payment liability of $1,815,607(2020 - $nil). The share-based payment liability was offset by the gain recorded of $1,270,650 (2020 and 2019 - nil) for year ended December 31, 2021 (see Note 10). During the year ended December 31, 2020, $263,807 (2019 - gain $104,474) was included in stock base compensation expense with a corresponding entry to share appreciation rights plan obligation relating the value assigned to the SARS granted to directors, officers, and employees. |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2021 | |
Net loss per share | |
Net loss per share | 13. Year ended December 31, 2021 2020 2019 Numerator for basic and diluted net loss per share: Net loss for the year $ (19,678,749) $ (11,145,306) $ (4,524,198) Denominator for basic net loss per share: Weighted average number of common shares outstanding 26,448,594 18,080,533 9,752,131 Effect of potential dilutive securities — — — Adjusted denominator for diluted net loss per share 26,448,594 18,080,533 9,752,131 Basic net loss per share $ (0.74) $ (0.62) $ (0.46) Diluted net loss per share $ (0.74) $ (0.62) $ (0.46) For the year ended December 31, 2021, 4,376,683 of potentially dilutive common shares (2020 – 2,308,478 and 2019 - 7,017,894) 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. |
Supplemental cash flow informat
Supplemental cash flow information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental cash flow information | |
Supplemental cash flow information | 14. Components of the net change in non-cash working capital are as follows: Year ended December 31, 2021 2020 2019 Trade and other receivables $ 1,180,068 $ (316,778) $ (234,649) Inventories (176) 18,473 (5,932) Prepaid expenses (1,630,088) (53,416) (38,505) Trade and other payables (1,170,715) (40,937) (644,442) Contract liabilities and taxes (381,596) (380,629) 87,697 Total $ (2,002,506) $ (773,287) $ (835,831) Other supplemental cash flow information as follows: Year ended December 31, 2021 2020 2019 Cash received for interest $ 22,725 $ 1,068 $ 1,340 Cash paid for interest 1,311,915 1,105,298 780,892 |
Segmented financial information
Segmented financial information | 12 Months Ended |
Dec. 31, 2021 | |
Segmented financial information | |
Segmented financial information | 15. 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, 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: Year ended December 31, 2021 Technology and related Technology revenue services Corporate Total Consolidated income (loss) Revenue $ 4,370,074 $ 26,676,738 $ — $ 31,046,812 Gross profit 3,249,849 11,673,110 — 14,922,959 Selling and administrative expenses 7,467,520 6,799,249 4,852,944 19,119,713 Stock-based compensation 1,195,762 7,299,427 — 8,495,189 Research and development expenses 1,092,108 — — 1,092,108 Depreciation and amortization 1,902,822 2,738,779 — 4,641,601 Foreign exchange loss (gain) 110,098 (87,968) — 22,130 Interest, accretion and other financing expense 24,543 10,169 2,263,494 2,298,206 Gain on contingent consideration — (332,569) — (332,569) Gain on revaluation of options (144,707) (883,348) — (1,028,055) Gain on revaluation of RSUs (34,147) (208,448) — (242,595) Gain on revaluation of the derivative warrant liability (192,582) (1,175,598) — (1,368,180) Restructuring costs 312,794 119,908 — 432,702 Business acquisition costs — — 539,734 539,734 Other income (21,372) 9,369 — (12,003) Current income tax recovery — (875) — (875) Deferred income tax expense — 944,602 — 944,602 Segment loss (8,462,990) (3,559,587) (7,656,172) (19,678,749) Consolidated balance sheet Total segment assets $ 17,445,526 $ 30,246,178 $ — $ 47,691,704 Total segment current liabilities 1,560,567 8,732,796 — 10,293,363 Total segment non-current liabilities — 3,527,656 11,781,127 15,308,783 Year ended December 31, 2020 Technology and related Technology revenue services Corporate Total Consolidated income (loss) Revenue $ 3,201,837 $ 28,547,856 $ — $ 31,749,693 Gross profit 2,169,414 13,980,842 — 16,150,256 Selling and administrative expenses 6,012,270 4,606,557 416,075 11,034,902 Stock-based compensation — — 725,316 725,316 Research and development expenses 1,074,178 — — 1,074,178 Depreciation and amortization 2,429,329 2,829,914 — 5,259,243 Foreign exchange gain (65,303) (67,003) (132,306) Interest, accretion and other financing expense 26,746 — 6,124,720 6,151,466 Other income (25) (10,348) — (10,373) Loss on revaluation of conversion feature liability — — 1,308,440 1,308,440 Gain on contingent consideration — (946,503) — (946,503) Impairment of intangibles — 2,258,369 — 2,258,369 Loss on repayment of long-term debt — — 1,497,804 1,497,804 Business acquisition costs — — 19,058 19,058 Current income tax expense — 106,986 — 106,986 Deferred income tax expense (recovery) 61,879 (1,112,897) — (1,051,018) Segment income (loss) (7,369,660) 6,315,767 (10,091,413) (11,145,306) Consolidated balance sheet Total segment assets $ 18,908,266 $ 23,811,393 — $ 42,719,659 Total segment current liabilities 2,411,430 5,948,073 126,503 8,486,006 Total segment non-current liabilities — 2,993,328 11,093,401 14,086,729 Year ended December 31, 2019 Technology and related Technology revenue services Corporate Total Consolidated income (loss) Revenue $ 3,461,060 $ 21,635,248 $ — $ 25,096,308 Gross profit 1,799,404 9,020,583 — 10,819,987 Selling and administrative expenses 1,397,310 4,576,823 2,980,379 8,954,512 Stock-based compensation — — 195,113 195,113 Research and development expenses 994,640 — — 994,640 Depreciation and amortization 1,555,543 1,946,886 — 3,502,429 Foreign exchange (gain) loss 660,482 (443,442) — 217,040 Interest, accretion and other financing expense 29,918 2,436,720 — 2,466,638 Gain on revaluation of conversion feature liability — — (2,330,964) (2,330,964) Other (income) expense — (1,340) 762,575 761,235 Business acquisitions costs — — 484,387 484,387 Tax expense (recovery) (18,978) 118,133 — 99,155 Segment income (loss) (2,819,511) 386,803 (2,091,490) (4,524,198) Consolidated balance sheet Total segment assets $ 6,051,627 $ 14,717,172 $ — $ 20,768,799 Total segment current liabilities 2,360,626 3,114,908 2,485,882 7,961,416 Total segment non-current liabilities — 6,995,679 3,601,182 10,596,861 Property and equipment are located in the following countries: December 31, 2021 December 31, 2020 Australia $ 325,228 $ 95,324 Canada 113,242 120,511 United Kingdom 14,084 — United States 8,420 — $ 460,974 $ 215,835 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Revenue | 16. 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). Year ended December 31, Primary geographical markets 2021 2020 2019 United States $ 18,980,591 $ 22,180,946 $ 14,484,717 Australia 9,523,257 8,531,854 9,042,475 United Kingdom 1,948,321 611,666 1,240,068 Canada 160,372 305,166 275,066 Other 434,271 120,061 53,982 Total $ 31,046,812 $ 31,749,693 $ 25,096,308 Year ended December 31, Major products / service lines 2021 2020 2019 Technology services $ 26,676,738 $ 28,190,993 $ 21,013,483 Software licenses 1,365,882 1,013,854 272,513 Support and maintenance 1,772,203 1,519,424 2,263,952 SaaS 65,187 42,662 103,739 Subscription 189,359 — — Professional services 451,695 288,597 390,021 Hardware 442,077 657,711 715,027 Other 83,671 36,452 337,573 Total $ 31,046,812 $ 31,749,693 $ 25,096,308 The Company had one customer who contributed greater than 10 percent of consolidated total revenues during the year ended December 31, 2021 (2020 – one customer and 2019 - two customers). During the year, this customer comprised 11.7 percent of consolidated revenue (2020 – 11.3 percent and 2019 - 26 percent). Technology services, software licenses, professional services, hardware, and other revenue are recognized point in time and support and maintenance and SAAS revenue is satisfied over time |
Expenses by nature
Expenses by nature | 12 Months Ended |
Dec. 31, 2021 | |
Expenses by nature | |
Expenses by nature | 17. Expenses incurred by nature are as follows: Year ended December 31 2021 2020 2019 Employee and contractor expenses (note 18) $ 33,603,690 $ 22,682,199 $ 19,509,742 Inventory, materials and other cost of sales 1,719,616 1,043,844 940,685 Depreciation and amortization 4,641,601 5,259,243 3,502,429 Facilities 470,773 279,028 301,859 Professional and consulting fees 4,099,129 1,566,224 1,031,364 Investor relations and other shareholder expenses 792,457 288,778 305,527 Bad debt 283,964 18,116 114,237 Marketing and advertising/promotion expenses 177,894 226,104 162,848 Software license and IT expenses 1,620,816 1,318,239 278,966 Telephone and internet 283,207 260,634 514,006 Travel 202,703 78,467 376,477 Insurance 630,066 103,702 126,709 Office, administrative, and other operating expenses 946,548 568,498 758,166 Foreign exchange loss (gain) 22,130 (132,306) 217,040 Total $ 49,494,594 $ 33,560,770 $ 28,140,055 |
Employee and contractor expense
Employee and contractor expenses | 12 Months Ended |
Dec. 31, 2021 | |
Employee and contractor expenses | |
Employee and contractor expenses | 18. Expenditures for employee and contractor salaries and benefits are as follows: Year ended December 31, 2021 2020 2019 Salaries and wages and employee benefits $ 14,575,551 $ 11,060,315 $ 10,985,999 Contract labour 9,550,731 9,818,222 7,760,273 Stock-based compensation 8,495,189 725,316 195,113 Other staff expense 982,219 1,078,346 568,357 Total $ 33,603,690 $ 22,682,199 $ 19,509,742 |
Right of use assets
Right of use assets | 12 Months Ended |
Dec. 31, 2021 | |
Right of use assets | |
Right of use assets | 19. Details of the Company’s right of use assets are the following: Balance Balance January 1, Foreign December 31, 2021 Acquisitions Additions exchange 2021 Cost Buildings 1,105,554 915,203 — 21,369 2,042,126 Equipment 36,268 38,901 — — 75,169 $ 1,141,822 954,104 — 21,369 $ 2,117,295 Accumulated depreciation Buildings 810,295 — 122,600 20,006 952,901 Equipment 21,961 — 7,833 107 29,901 832,256 — 130,433 20,113 982,802 Net Book Value $ 309,566 $ 1,134,493 Balance Balance January 1, Foreign December 31, 2020 Additions Disposals exchange 2020 Cost Buildings 1,048,596 56,925 (44,725) 44,758 1,105,554 Equipment 36,268 — — — 36,268 $ 1,084,864 56,925 (44,725) 44,758 $ 1,141,822 Accumulated depreciation Buildings 426,516 333,725 (22,363) 72,417 810,295 Equipment 11,302 10,659 — — 21,961 437,818 344,384 (22,363) 72,417 832,256 Net book value $ 647,046 $ 309,566 Balance Balance January 1, Foreign December 31, 2019 Additions exchange 2019 Cost Buildings $ — $ 1,036,158 $ 12,438 $ 1,048,596 Equipment — 36,268 — 36,268 $ — $ 1,072,426 $ 12,438 $ 1,084,864 Accumulated depreciation Buildings $ — $ 424,090 $ 2,426 $ 426,516 Equipment — 11,302 — 11,302 $ — $ 435,392 $ 2,426 $ 437,818 Net book value $ — $ 647,046 |
Lease obligations
Lease obligations | 12 Months Ended |
Dec. 31, 2021 | |
Lease obligations. | |
Lease obligations | 20. Below is a summary of the activity related to our lease liabilities for the year ended December 31, 2021,2020 and 2019: Year ended December 31 2021 2020 2019 Lease obligations, January 1 $ 354,199 $ 689,644 $ 1,072,426 Additions 953,868 12,199 — Disposals — (67,787) — Interest on lease liabilities 34,712 53,549 86,470 Interest payments on lease liabilities (34,712) (53,549) (86,470) Principal payments of lease liabilities (150,924) (338,276) (392,969) Adjustments — 33,869 (3,328) Foreign exchange difference 31,626 24,550 13,515 Lease obligations, December 31 $ 1,188,769 $ 354,199 $ 689,644 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 $ 446,571 2023 477,290 2024 337,842 2025 247,211 $ 1,508,914 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income taxes | |
Income taxes | 21. The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2020 - 26.5%) to the effective tax rate is as follows: 2021 2020 2019 Net loss before income taxes $ (18,735,022) $ (12,089,338) $ (4,425,043) Expected income tax recovery (4,964,781) (3,203,675) (1,172,636) Difference in foreign tax rates 163,190 202,331 — Share based compensation and non-deductible expenses (3,470) (114,257) (202,553) Prior year true-ups (48,507) 75,227 119,972 Tax rate changes and other adjustments 9,619 2,210 (15,933) Recognition of previously unrecognized deferred tax assets — (317,387) — Foreign exchange translation adjustment — — (172,081) Change in tax benefits not recognized 5,787,676 2,411,519 1,542,386 Income tax expense (recovery) $ 943,727 $ (944,032) $ 99,155 The Company’s income tax expense (recovery) is allocated as follows: 2021 2020 2019 Current income tax expense (recovery) $ (875) $ 106,986 $ 93,580 Deferred income tax expense (recovery) 944,602 (1,051,018) 5,575 Income tax expense (recovery) 943,727 (944,032) 99,155 During 2021, the Company derecognized deferred tax asset relating to our US operations and $1,202,574 was recorded as a deferred income tax expense. The significant components of deferred tax assets are as follows: 2021 2020 Non-capital losses carried forward $ 288,654 $ 154,406 Intangible assets — 59,668 Reserves 176,146 1,227,868 Deferred tax assets $ 464,800 $ 1,441,942 Intangible assets (1,192,153) (43,564) Other (7,113) (17,023) Deferred tax liabilities (1,199,266) (60,587) Net deferred tax assets $ (734,466) $ 1,381,355 The following tables present tax effects of temporary differences and carry-forwards, as well as movements in the deferred tax balances: Balance at Recognized Balance at December 31, in profit Other December 31, 2020 and loss (Opening PPA) 2021 Deferred tax assets (liabilities): Non-capital losses carried forward 154,406 134,249 288,655 Intangible assets 16,104 27,655 (1,166,665) (1,122,906) Reserves 1,227,868 (1,051,723) 176,145 Other (17,023) (54,783) (4,554) (76,360) $ 1,381,355 $ (944,602) $ (1,171,219) $ (734,466) Balance at Recognized Balance at December 31, in profit Other (Opening December 31, 2019 and loss PPA) 2020 Deferred tax assets (liabilities): Non-capital losses carried forward 183,530 (29,124) — 154,406 Intangible assets (37,150) 53,254 — 16,104 Right of use assets 3,030 (3,030) — — Reserves 180,927 1,046,941 — 1,227,868 Other — (17,023) — (17,023) $ 330,337 $ 1,051,018 $ — $ 1,381,355 Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences: 2021 2020 Property and equipment 317,392 633,070 Intangible assets 10,691,053 3,762,917 Share issuance costs – 20(1)(e) 474,873 318,920 Non-capital losses carried forward – Canada 21,725,215 16,387,380 Non-capital losses carried forward – US 10,537,511 344,750 Non-capital losses carried forward – Australia 195,574 — Capital losses carried forward – Canada 346,457 345,288 Capital losses carried forward – Australia 537,322 570,372 Investment tax credits 597,175 595,160 SR&ED pool 1,868,445 1,862,140 Share appreciation rights plan obligation — 153,638 Ontario SR&ED credit 92,507 92,195 Contract liabilities 270,320 412,831 Lease obligations (58,111) 19,888 Accrued vacation 38,584 — Accrued liabilities 12,409 — Accrued interest 1,257,173 — Difference between cash and accrual basis (676,122) — AFDA Reserve 117,163 — Contingent Consideration Liabilities 445,972 — Stock-based Compensation 149,343 — Business acquisition expenses 314,633 — Unrealized foreign exchange — 674,146 49,254,888 26,172,695 The Company has available Canadian non-capital losses of approximately $21,725,215 and capital losses of approximately $346,457. The net capital loss carry-forward may be carried forward indefinitely but can only be used to reduce capital gains. The Company’s Canadian non-capital income tax losses expire between the years 2026 to 2041. During the year ended December 31, 2021, the Company utilized Canadian loss carry-forwards of approximately $nil (2020 - nil and 2019 - nil) to reduce taxable income in the current year. The Company also has investment tax credits available to reduce future federal taxes payable of approximately $597,175 if not utilized will expire between the years 2025 to 2034. The effective and statutory tax rate in the Company’s Australian subsidiaries is 26.0% (2020, 2019– 27.5%). These subsidiaries have capital losses of approximately $537,322 (2020 – $570,372 and 2019 - $245,455) available to offset future taxable capital gains. These losses do not expire. The Company’s US subsidiaries have non-capital losses of approximately $10,537,511 (2020 - $344,750) available to reduce future taxable income. These losses do not expire. The Company’s UK subsidiary have non-capital losses of approximately $26,614 available to reduce future taxable income. Unrecognized deferred tax liabilities The aggregate amount of temporary differences associated with investments in subsidiaries for which the Company have not recognized deferred tax liabilities is approximately $250,000 as the Company ultimately controls whether the liability will be incurred and is satisfied that it will not be incurred in the foreseeable future. |
Risk management for financial i
Risk management for financial instruments | 12 Months Ended |
Dec. 31, 2021 | |
Risk management for financial instruments | |
Risk management for financial instruments | 22. Fair values The estimated fair values of cash, trade and other receivables, restricted cash, trade, accrued liabilities and other payables, and share appreciation rights plan obligations 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 December 31, 2021. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach in managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, by continuously monitoring actual and budgeted cash flows. The Company has sustained losses over the last number of periods and has financed these losses mainly through a combination of equity and debt offerings. Management believes that it has raised sufficient cash to meet all of its contractual debt that is coming due in 2022 and has the ability to fund any operating losses that may occur in the upcoming periods. The table below summarizes the Company’s contractual obligations into relevant maturity groups at the balance sheet date based on the expected contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows for operations: 2022 2023 2024 2025 Total Trade and other payables 5,380,701 — — — 5,380,701 Lease obligations 446,571 477,290 337,842 247,211 1,508,914 Crown Capital debt 308,892 12,165,330 — — 12,474,222 Contingent Consideration - Wordz 77,249 352,626 282,537 — 712,412 Contingent Consideration - Auscript 150,000 — — — 150,000 WordZ SBA Loan 114,507 — — — 114,507 WordZ promissory note 357,323 212,901 — — 570,224 HomeTech VTB loan 240,000 240,000 20,000 — 500,000 Total $ 7,075,243 $ 13,448,146 $ 640,379 $ 247,211 $ 21,410,979 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 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: December 31, 2021 December 31, 2020 December 31, 2019 United States 48 % 65 % 54 % Australia 31 % 17 % 33 % United Kingdom 14 % 16 % 11 % Rest of world 7 % 2 % 2 % 100 % 100 % 100 % The Company is subject to risk of non-payment of accounts receivable. The Company mitigates credit risk by assessing the credit worthiness of customers prior to extending credit and monitoring the aging and size of credit extended to customers. All of the Company’s cash is held with major financial institutions and thus the exposure to credit risk is considered insignificant. Management actively monitors the Company’s exposure to credit risk under its financial instruments, including with respect to trade receivables. The following is a breakdown of trade receivables aging, net of allowance of doubtful accounts: December 31, 2021 December 31, 2020 December 31, 2019 0 to 30 days $ 2,490,940 $ 2,902,154 $ 2,286,445 31 to 60 days 973,641 661,408 636,975 61 to 90 days 623,990 487,560 51,222 91 days and older 1,505,797 424,629 194,903 $ 5,594,368 $ 4,475,751 $ 3,169,545 At December 31, 2021, the for allowance for doubtful accounts recorded against trade receivables is $316,202 (2020 - $123,338 and 2019 - $902,215). The activity of the allowance for doubtful accounts provision is as follows: December 31, 2021 December 31, 2020 December 31, 2019 Beginning of year $ 123,338 $ 902,215 $ 769,930 Add: provision for allowance for doubtful accounts 283,964 18,116 114,237 Less: write-offs (112,116) (815,817) — Foreign exchange adjustments 21,016 18,824 18,048 Expected credit loss – end of year $ 316,202 $ 123,338 $ 902,215 Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company’s interest rate risk is primarily related to the Company’s interest-bearing debts on its consolidated balance sheet. The Company does not have a material amount of long-term debt with variable interest rates, thereby minimizing the Company’s exposure to cash flow interest rate risk. Foreign currency risk Foreign currency risk arises because of fluctuations in exchange rates. The Company conducts a significant portion of its business activities in foreign currencies, primarily the U.S. and Australian dollars and Great Britain pounds with a large portion of the Company’s sales and operating costs being realized in these foreign currencies. The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by transacting, to the greatest extent possible, with third parties in Canadian, U.S. and Australian dollars. The financial assets and liabilities that are denominated in foreign currencies will be affected by changes in the exchange rate between the United States dollar and these foreign currencies. This primarily includes cash, restricted cash, trade and other receivables, trade and other payables, provisions and obligations under finance lease which were denominated in foreign currencies. The Company’s Australian subsidiaries have a majority of revenue and expenses being transacted in Australian dollars. As of December 31, 2021, 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 $23,000 (2020 – $58,000 and 2019 - $1,000). 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 $22,000 as at December 31, 2021 (2020 – $78,000 and 2019 - $33,000). 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 $30,000 as December 31, 2021 (2020 – $23,000 and 2019 - nil). 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 $22,130 for the year ended December 31, 2021 (2020 – foreign exchange gain of $132,306 and 2019 - foreign exchange loss of $217,040). 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. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related party transactions | |
Related party transactions | 23. Key management personnel are comprised of the Company’s directors and executive officers. In addition to their salaries, key management personnel also participate in the Company’s share option program (note 11), DSU plan, SAR plan (note 11). Key management personnel compensation for the year ended December 31, 2021, 2020 and 2019 are as follows: 2021 2020 2019 Salaries and short-term employee benefits $ 1,821,211 $ 1,141,349 $ 1,018,166 Stock-based compensation 7,600,415 169,969 106,959 $ 9,421,626 $ 1,311,318 $ 1,125,125 (i) Short-term employee benefits include bonuses and car allowances |
Other income (expense)
Other income (expense) | 12 Months Ended |
Dec. 31, 2021 | |
Other income (expense). | |
Other income (expense) | 24. Other income (expense) During the year ended December 31, 2020, there was a gain on disposal of $3,042 related to the termination of operating lease due to migration to remote workforce. Other income of $5,454 of was recorded related to an allowance for doubtful account that was written off and later collected, $1,068 of interest income, and $809 of miscellaneous income resulting in an aggregate total of $10,373 was recorded in the statements of loss and other comprehensive loss during the year ended December 31, 2020. On January 31, 2019, the Company entered into an agreement to settle certain outstanding fees owed to an arm’s length service provider. Pursuant to such agreement, the Company issued 659,600 units (each a “Unit”) in satisfaction of $1,000,000 (CAD$1,319,200) based on the Bank of Canada Exchange Rate on January 30, 2019 of fees owed to such service provider. Each Unit is comprised of one common share and one common share purchase warrant. The common share purchase warrants are exercisable for a period of two years from the date of issuance at an exercise price of CAD $2.60 per share. The Company calculated the fair value of the units to be $1,766,227 and the difference of $762,575 is recorded in other expense on the statements of loss and other comprehensive loss for 2019. Offsetting the amount, there was interest income of $1,340 for the year ended December 31, 2019. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent events. | |
Subsequent events | 25. Subsequent events On March 30, 2022, the Company signed an amendment related to the Crown debt facility that required the Company to pay $4,000,000 (CAD $5,000,000) of the principal balance on March 30, 2022 and pay an amendment fee of approximately $235,000 (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. |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of significant accounting policies | |
Basis of consolidation | Basis of consolidation The consolidated financial statements of the Company include the accounts of VIQ and the consolidated accounts of all of its wholly-owned subsidiaries including (i) the operations of VIQ Solutions, Inc. (formerly VIQ Solutions (U.S.) Inc.); (ii) the operations of Dataworxs Systems Limited and its wholly-owned subsidiary Dataworxs Australia Pty Ltd. (collectively, “Dataworxs”); (iii) the operations of VIQ Australia Pty. Limited and its wholly-owned subsidiaries VIQ Solutions Pty. Ltd., VIQ Solutions Australia PTY Ltd, VIQ Pty Ltd and VIQ Australia Services Pty Ltd. (collectively, “VIQ Australia Pty Limited”), (iv) the operations of VIQ Services Inc. and its wholly owned subsidiaries, Net Transcripts, Inc., Transcription Express, Inc., HomeTech, Inc., VIQ Media Transcription Inc., and wordZXpressed, Inc., and (v) the operations of VIQ Solutions (UK) Limited and its wholly owned subsidiary VIQ Services (UK) Limited and The Transcription Agency LLP (“TTA”). Subsidiaries are entities controlled by the Company where control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date control ceases. All intercompany balances, transactions, income, and expenses have been eliminated on consolidation. |
Inventories | Inventories Inventories of finished goods and raw materials and supplies are valued at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less any applicable selling expenses. Cost is determined on a weighted average basis. Reversals of previous write-downs to net realizable value are recognized when there is a subsequent increase in the value of inventories. |
Restricted cash | Restricted cash Restricted cash is recorded at fair value. Changes to fair value are recorded in the consolidated statements of loss and comprehensive loss in the period incurred. Restricted cash is required to satisfy operating lease requirements. |
Property and equipment | Property and equipment Property and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses. Rates and basis of depreciation applied to write off the cost of property and equipment to their residual values over their estimated useful lives are as follows: Furniture and fixtures 10-13 years Computer and transcription equipment 3- 4 Leasehold improvements Over the term of the lease An asset’s residual value, useful life and depreciation method are reviewed, and adjusted prospectively if appropriate, on an annual basis. Repairs and maintenance costs are charged to the consolidated statements of loss and comprehensive loss during the period which they are incurred. Gains and losses on disposals of property and equipment are determined by comparing the proceeds with the carrying amount of the asset and are included as part of selling and administrative expenses in the consolidated statements of loss and comprehensive loss. |
Intangible assets | Intangible assets Intangible assets with infinite lives that are acquired separately are measured at fair value. Intangible assets with finite lives that are acquired separately are measured on initial recognition at fair value, which comprises its purchase price plus any directly attributable costs of preparing the asset for its intended use. Our acquired intangible assets consist of customer relationships, acquired technology, non-compete agreements and brands acquired in business combinations. These intangible assets are recorded at their fair value at the respective acquisition date. We use the income approach as a valuation technique that calculates the fair value of an intangible asset based on the present value of future cash flows that the asset can be expected to generate over its remaining useful life. The discounted cash flow (“DCF”) is the methodology used, which is a form of the income approach that begins with a forecast of the annual cash flows a market participant would expect the subject intangible asset to generate over a discrete projection period. The future cash flow for each of the years in the discrete projection period are then converted to their present value equivalent using a rate of return appropriate for the risk of achieving the intangible assets’ projected cash flows, again, from a market participant perspective. The Company relies on the relief-from-royalty method to value the acquired technology and brand and the Multi-Period Excess Earnings of (“MEEM”) method to value customer relationship assets. After initial recognition, intangible assets are measured at cost less accumulated amortization and impairment losses. The estimated useful lives at acquisition date for the Company’s classes of intangible assets are as follows: Acquired Technology 5 years Customer Relationships 4.8 Brands 3 Non-Compete agreements Term of agreement The estimated useful life and amortization methods are reviewed annually, with the effect of any change in estimate being accounted for on a prospective basis. These assets are subject to an impairment test as described below. Our internally generated intangible assets consist of developed technologies. The Company incurs costs associated with the design and development of new products. Expenditures during the research phase are expensed as incurred. Expenditures during the development phase are capitalized if the Company can demonstrate each of the following criteria: (i) the technical feasibility of completing the intangible asset so that it will be available for use or sale, (ii) its intention to complete the intangible asset and use or sell it, (iii) its ability to use or sell the intangible asset, (iv) how the intangible asset will generate probable future economic benefits, (v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, and (vi) its ability to measure reliably the expenditure attributable to the intangible asset during its development; otherwise, they are expensed as incurred. Costs associated with maintaining computer software programs are recognized as an expense as incurred. Internally generated software development costs recognized as intangible assets are carried at cost less any accumulated amortization on a straight- line basis over 3 years after they are completed. These assets are subject to an impairment test as described below. |
Business combinations | Business combinations IFRS 3, Business Combinations (“IFRS 3”), requires business combinations to be accounted using the acquisition method. Under this method, the cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation based on the facts and circumstances at the acquisition date. Business acquisition costs incurred are expensed and included in transaction costs. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (ii) fair value of the net identifiable assets acquired is recorded as goodwill. Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each CGU or a group of CGUs that is expected to benefit from the synergies of the combination. A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in the consolidated statements of loss and comprehensive loss. An impairment loss recognized for goodwill is not reversed in subsequent periods. On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Determining whether goodwill is impaired requires an estimation of the higher of fair value less costs of disposal and value in use of the CGUs which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. |
Capital stock | Capital stock Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. The proceeds from the issuance of units (shares and warrants) are bifurcated between capital stock and warrants, with the value of the warrants determined using the Black-Scholes option pricing model. |
Financial instruments | Financial instruments Financial assets Recognition and initial measurement The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in the consolidated statements of loss and comprehensive loss when incurred. Classification and subsequent measurement On initial recognition, financial assets are classified as subsequently measured at amortized cost, fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”). The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics. Financial assets are classified as follows: Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in the consolidated statements of loss and comprehensive loss. Financial assets measured at amortized cost are comprised of trade receivables. ● Fair value through other comprehensive income (FVOCI) - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at fair value through other comprehensive income. Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in the consolidated statements of loss and comprehensive loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to net loss. The Company does not hold any financial assets measured at fair value through other comprehensive income. ● Mandatorily at fair value through profit or loss (FVTPL) - Assets that do not meet the criteria to be measured at amortized cost or fair value through other comprehensive income are measured at fair value through profit or loss. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. Financial assets mandatorily measured at fair value through profit or loss are comprised of cash and cash equivalents. ● Designated at FVTPL – On initial recognition, the Company may irrevocably designate a financial asset to be measured at fair value through profit or loss in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income and changes in the financial assets’ carrying amount are recognized in the consolidated statements of loss and comprehensive loss. The Company does not hold any financial assets designated to be measured at fair value through profit or loss. Business model assessment The Company assesses the objective of its business model for holding a financial asset at a level of aggregation which best reflects the way the business is managed, and information is provided to management. Information considered in this assessment includes stated policies and objectives. Contractual cash flow assessment The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual terms. For this purpose, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the Company considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Company’s claim to cash flows, and any features that modify consideration for the time value of money. The Company measures all equity investments at fair value. Changes in fair value are recorded in the consolidated statements of loss and comprehensive loss. The entity does not hold any equity investments. Impairment of financial assets The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets measured at fair value through profit or loss. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions. The Company applies the simplified approach for trade receivables. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets’ contractual lifetime. The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit-impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses. For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the consolidated balance sheet as a deduction from the gross carrying amount of the financial asset. Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof. Financial liabilities Recognition and initial measurement The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in the consolidated statements of loss and comprehensive loss. Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the residual amount. Classification and subsequent measurement Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains and losses relating to a financial liability are recognized in profit or loss. The standard contains three classifications categories for financial assets: measured at amortized cost, FVOCI and FVTPL. The classification for each class of the Company’s financial assets and financial liabilities is as follows: Financial assets and liabilities IFRS 9 Classification Cash and restricted cash FVTPL Trade and other receivables Amortized cost Trade and other payables Amortized cost Long-term debt Amortized cost Convertible note Amortized cost Share appreciation rights plan obligations FVTPL Share based payment liability FVTPL Derivative warrant liability FVTPL Conversion feature derivative liability FVTPL |
Compound financial instruments | Compound financial instruments Convertible notes issued with warrants are evaluated whether any embedded derivatives need to be separated from the host instrument. In accordance with IAS 32.31 for compound financial instruments, because equity instruments are defined as contracts evidencing a residual interest in the assets of an entity after deducting all of its liabilities, the warrants are assigned the residual amount of the consideration after deducting the fair value of the liability components and are subsequently carried at historical cost. The liability components represent the host debt and the embedded conversion feature. The embedded derivative conversion option is separated from its host contract on the basis of its stated terms and initially measured at fair value using the Black-Scholes model, with the host debt contract being the residual amount after separation. Subsequently, the loan payable component is measured at amortized cost using the effective interest method over the term of the loan. The loan component is accreted to the face value by recording accretion expense. The values of the conversion feature are re-measured at each reporting date until settlement, with changes in the fair value recorded in the consolidated statements of loss and comprehensive loss. Unit issuances comprising of one common share and one |
Leases | Leases In accordance with IFRS 16, Leases (“IRS 16”), at inception of a contract, the Company assesses whether the contract is or contains a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, based on the initial amount of the lease liability. The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. In addition, the right-of-use asset is periodically adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right- of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. |
Impairment of property and equipment, definite life intangibles, indefinite life intangibles and goodwill | Impairment of property and equipment, definite life intangibles, indefinite life intangibles and goodwill For purposes of assessing impairment under IFRS, assets are grouped in CGUs, the lowest levels for which the group of assets can generate largely independent cash inflows. The Company has ten CGUs, which consist of VIQ Solutions PTY Ltd, Dataworxs, Net Transcripts, Transcription Express, HomeTech, wordZXpressed, VIQ Media Transcription, VIQ Solutions Inc., The Transcription Agency and Auscript and the CGUs with goodwill or indefinite lived intangibles are tested for impairment at least annually. All other long-lived assets and finite life intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s or CGU’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell or value-in-use. To determine the value-in-use, management estimates expected future cash flows from the cash-generating unit and determines a suitable pre-tax discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Company’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount rates have been determined for each of the CGUs and reflect their respective risk profile as assessed by management. Impairment losses for the CGUs reduce first the carrying amount of any goodwill allocated to that CGU, with any remaining impairment loss charged pro rata to the other assets in the CGU. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment charge is reversed if the assets’ recoverable amount exceeds its carrying amount only to the extent that the new carrying amount does not exceed the carrying value of the asset had it not originally been impaired. Property and equipment and definite life intangibles are tested for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. For the purpose of measuring recoverable values, assets are grouped at the lowest levels for which there are separately identifiable cash flows, which are its CGUs. The recoverable value is the higher of an asset’s fair value less costs of disposal and value in use (being the present value of the expected future cash flows of the relevant asset or CGU). In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risk specific to the asset. An impairment loss is recognized for the value by which the asset’s carrying value exceeds its recoverable value. |
Revenue recognition | Revenue recognition Revenue represents the amount of consideration the Company expects to receive for the delivery of products and services in its contracts with customers, net of discounts and sales taxes. The Company reports revenue mainly under seven revenue categories being, Technology services, Software license, Support and maintenance, SaaS, Professional services, and Hardware and other. Revenue is recognized upon transfer of control of products or services to customers at an amount that reflects the transaction price the Company expects to receive in exchange for the products or services. The Company’s contracts with customers often include the delivery of multiple products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The accounting for a contract or contracts with a customer that contain multiple performance obligations requires the Company to allocate the contract or contracts’ transaction price to the identified distinct performance obligations. Technology services revenue consists of fees charged for recurring services provided to our customers. Technology service revenue is recognized when the service is delivered to the customer. The Company has select customers where a flat rate is charged and revenue is recognized on a monthly basis. Software license revenue is comprised of non-recurring license fees charged for the use of our software products generally licensed under perpetual arrangements and to a lesser extent sale of third - party license software. The Company sells on- premises software licenses on a perpetual basis. On-premises software licenses are bundled with software maintenance and support services for a term. The license component and maintenance and support components are each allocated revenue using their relative estimated SSP. Revenue from the license of distinct software is recognized at the time that both the right- to-use software has commenced and the software has been made available to the customer. Support and maintenance and other recurring revenue primarily consist of fees charged for customer support on our software products post-delivery. Certain of the Company’s contracts with customers contain provisions that require the customer to agree to first year support and maintenance in order to maintain the active right to use a perpetual license. Support and maintenance and other recurring revenue primarily consists of fees charged for customer support on software products post- delivery. Revenue from software-as-a-service (SaaS) arrangements, which allows customers to use hosted software over a term without taking possession of the software, are provided on a subscription basis. Revenue from the SaaS arrangement, which includes the hosted software and maintenance is recognized ratably over the term of the subscription. Professional service revenue consists of fees charged for customization, implementation, integration, training and ongoing services associated with our software products and technology services. Professional services are typically billed on a time and material basis and revenue is recognized over time as the services are performed. For professional services contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of services performed. Hardware revenue includes the resale of third-party hardware that forms part of the overall customer solutions. Hardware revenue is recognized when the goods are shipped. |
Cost of sales | Cost of sales Cost of sales for the computer products and services business segment includes the cost of finished goods inventory, costs related to shipping and handling and expenses relating to software support services. Cost of sales for the transcription business segments includes production wages and other associated costs. |
Income taxes | Income taxes The income tax provision comprises current and deferred tax. Income tax is recognized in the consolidated statements of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Deferred tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the asset is realized or liability is settled. Deferred tax assets are recognized for deductible temporary differences, unused tax losses and other income tax deductions to the extent that it is probable the Company will have taxable income against which those deductible temporary differences, unused tax losses and other income tax deductions can be utilized. The extent to which deductible temporary differences, unused tax losses and other income tax deductions are expected to be realized is reassessed at the end of each reporting period. In a business combination, temporary differences arise as a result of differences in the fair values of identifiable assets and liabilities acquired and their respective tax bases. Deferred tax assets and liabilities are recognized for the tax effects of these differences. Deferred tax assets and liabilities are not recognized for temporary differences arising from goodwill or from the initial recognition of assets and liabilities acquired in a transaction other than a business combination which do not affect either accounting or taxable income or loss. |
Net loss per common share | Net loss per common share Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is calculated by dividing the applicable net loss by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the period. The dilutive effect of outstanding stock options and warrants on earnings per share is calculated by determining the proceeds for the exercise of such securities which are then assumed to be used to purchase common shares of the Company. |
Stock-based compensation | Stock-based compensation The Company has a stock option plan for directors, officers and employees, a deferred share unit (“DSU”) plan for directors and a share appreciation rights (“SAR”) plan for directors, officers, employees, and consultants. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. Other than the DSU grants, the fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche’s vesting period, based on the number of awards expected to vest, with the offset credited to contributed surplus, and share appreciation rights plan obligations. Forfeitures are estimated at the grant date and are revised to reflect changes in actual forfeitures. The number of awards expected to vest is reviewed quarterly, with any impact being recognized immediately. When options are exercised the amount received is credited to capital stock and the fair value attributed to these options is transferred from contributed surplus to capital stock. As the SAR is a cash-settled plan, the fair value is recognized as a liability in the consolidated balance sheet and is re-measured each period using the Black- Scholes options pricing model and charged to the consolidated statements of loss and comprehensive loss at each reporting date until the award is settled. The holder of the DSU will only be able to redeem the DSUs in shares upon cessation of their service with the Company, therefore, the Company records DSUs as equity. Grants of DSUs are recorded at fair value in selling and administration expense at the time of grant. The quoted market price of the underlying shares on the grant date is considered to be equivalent to fair value for the DSUs. The charge to equity for DSUs is not updated to fair value at each subsequent reporting period. Upon settlement, the amount recognized in contributed surplus for the award is reclassified to share capital, with any premium or discount applied to deficit. |
Government assistance | Government assistance The Company recognizes government grants when there is reasonable assurance that the grant will be received, and any conditions associated with the grant have been met. Grants that compensate the Company for expenses incurred are recognized in the consolidated statement of loss and comprehensive loss as a reduction of the related expenses in the period in which they are earned, provided the conditions for receiving the grant are met in that period. |
Research and development credits | Research and development credits Investment tax credits are accrued when qualifying expenditures are incurred and there is reasonable assurance that the credits will be realized. Investment tax credits earned with respect to current expenditures for qualified research and development activities are included in the consolidated statements of loss and comprehensive loss as a reduction of expenses. Investment tax credits associated with capital expenditures are reflected as reductions in the carrying amounts of capital assets. |
Comprehensive loss | Comprehensive loss Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) represents changes in shareholders’ equity and includes foreign exchange gains and losses on the translation of the financial statements of the Company’s foreign operations into its presentation currency and is presented as accumulated other comprehensive income (loss) on the consolidated balance sheet. The Company’s net loss per share presented on the consolidated statements of loss and comprehensive loss is based upon its net loss and not its comprehensive loss. |
Accounting standards and amendments adopted | 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 1 January 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. IAS 37 – Provisions, Contingent Liabilities and Contingent Assets The amendments specify which costs an entity includes in determining the cost of fulfilling a contract for the purpose of assessing whether the contract is onerous. The amendments apply for annual reporting periods beginning on or after 1 January 2022 to contracts existing at the date when the amendments are first applied. At the date of initial application, the cumulative effect of applying the amendments is recognized as an opening balance adjustment to retained earnings or other components of equity, as appropriate. The comparatives are not restated. The amendments are effective for annual periods beginning on or after January 1, 2022 and apply to contracts existing at the date when the amendments are first applied. The Company is currently assessing the impact of this new amendment. 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. ● COVID-19-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16). ● Annual Improvements to IFRS Standards 2018–2020. ● Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16). ● Reference to Conceptual Framework (Amendments to IFRS 3). ● Classification of Liabilities as Current or Non-current (Amendments to IAS 1). ● IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts. |
Basis of preparation (Tables)
Basis of preparation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of preparation | |
Schedule of exchange rates used | USD / CAD exchange rate December 31, 2021 December 31, 2020 December 31, 2019 Closing at the reporting date 0.7874 0.7847 0.7682 Average rate for the period 0.7976 0.7480 0.7537 USD / AUD exchange rate December 31, 2021 December 31, 2020 December 31, 2019 Closing at the reporting date 0.7261 0.7708 0.7013 Average rate for the period 0.7525 0.6901 0.6954 USD / GBP exchange rate December 31, 2021 December 31, 2020 December 31, 2019 Closing at the reporting date 1.3510 1.3648 N/A Average rate for the period 1.3762 1.2831 N/A |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of significant accounting policies | |
Schedule of depreciation rates of property and equipment | Furniture and fixtures 10-13 years Computer and transcription equipment 3- 4 Leasehold improvements Over the term of the lease |
Schedule of estimated useful lives at acquisition date for the lasses of intangible assets | Acquired Technology 5 years Customer Relationships 4.8 Brands 3 Non-Compete agreements Term of agreement |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Auscript | |
Disclosure of detailed information about business combination [line items] | |
Schedule of total consideration for the acquisitions and the purchase price allocation | Measurement TTA Auscript (final) (preliminary) Total Consideration Cash $ 1,638,275 $ 7,496,856 $ 9,135,131 Contingent consideration — 150,000 150,000 Total Consideration 1,638,275 $ 7,646,856 9,285,131 Identifiable assets acquired and liabilities assumed Trade and other receivables net of allowance for doubtful accounts 86,795 2,124,687 2,211,482 Prepaid expenses and deposits — 168,009 168,009 Property and equipment — 283,394 283,394 Right of use assets — 912,910 912,910 Trade and other payable and accrued liabilities (137,661) (1,886,414) (2,024,075) Current portion of contract liabilities (16,679) (44,313) (60,992) Lease obligations — (911,101) (911,101) Deferred tax liability (314,108) (852,557) (1,166,665) Customer relationships (note 8) 1,080,800 2,552,075 3,632,875 Non-compete (note 8) 67,550 57,030 124,580 Brand (note 8) 107,981 734,256 842,237 Goodwill $ 763,597 $ 4,508,880 $ 5,272,477 |
ASC | |
Disclosure of detailed information about business combination [line items] | |
Schedule of total consideration for the acquisitions and the purchase price allocation | ASC WordZ Total Consideration Cash $ 3,136,500 $ 1,275,000 $ 4,411,500 Promissory note — 914,677 914,677 Contingent consideration 2,038,596 1,671,670 3,710,266 Total Consideration $ 5,175,096 $ 3,861,347 $ 9,036,443 Identifiable assets acquired and liabilities assumed Net tangible assets acquired (liabilities assumed) (869,706) (72,485) (942,191) Customer relationships (note 8) 2,880,000 2,220,000 5,100,000 Non-compete (note 8) — 70,000 70,000 Brand (note 8) 550,000 190,000 740,000 Goodwill $ 2,614,802 $ 1,453,832 $ 4,068,634 |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Trade and other receivables | |
Schedule of trade and other receivables | December 31, 2021 December 31, 2020 Trade accounts receivable $ 4,423,315 $ 4,233,012 Other receivable (note 6) 1,487,255 366,077 Less: allowance for doubtful accounts (note 21) (316,202) (123,338) $ 5,594,368 $ 4,475,751 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and equipment | |
Schedule of details of property and equipment | Balance Balance January 1, Additions/ Foreign December 31, 2021 Acquisition Disposals exchange 2021 Cost Furniture and fixtures 268,018 31,842 746 21,227 321,833 Computer and transcription equipment 1,499,729 218,696 78,458 15,888 1,812,771 Buildings – Leasehold Improvements 4,920 38,114 — 17 43,051 1,772,667 288,652 79,204 37,132 2,177,655 Accumulated depreciation Furniture and fixtures 219,306 — 13,844 7,461 240,611 Computer and transcription equipment 1,335,406 — 111,884 25,722 1,473,012 Buildings – Leasehold Improvements 2,120 — 938 — 3,058 1,556,832 — 126,666 33,183 1,716,681 Net book value $ 215,835 $ 460,974 Balance Balance January 1, Additions/ Foreign December 31, 2020 (Disposals) exchange 2020 Cost Furniture and fixtures 253,977 13,971 70 268,018 Computer and transcription equipment 1,298,714 188,327 12,688 1,499,729 Building – Leasehold improvements 4,817 — 103 4,920 $ 1,557,508 202,298 12,861 $ 1,772,667 Accumulated depreciation Furniture and fixtures 204,713 14,543 50 219,306 Computer and transcription equipment 1,239,819 86,400 9,187 1,335,406 Building – Leasehold improvements 1,389 668 63 2,120 1,445,921 101,611 9,300 1,556,832 Net book value $ 111,587 $ 215,835 |
Intangible assets and goodwill
Intangible assets and goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible assets and goodwill. | |
Schedule of intangible assets | Balance Acquisitions Foreign Balance December 31, 2020 (note 4) Additions exchange December 31, 2021 Cost Customer relationships $ 11,775,697 3,632,875 — 50,586 $ 15,459,158 Technology 470,000 — — — 470,000 Non-compete 51,031 124,580 — 529 176,140 Brand 1,520,899 842,237 — 12,403 2,375,539 Patents — 15,232 — 15,232 Internally generated intangible assets 7,015,035 — 2,349,501 7,415 9,371,951 $ 20,832,662 4,599,692 2,364,733 70,933 $ 27,868,020 Accumulated amortization Customer relationships 4,099,565 — 2,260,372 1,598 6,361,535 Technology 196,499 — 94,000 — 290,499 Non-compete 19,638 — 37,105 — 56,743 Brand 133,921 — 215,574 — 349,495 Patents — — — — — Internally generated intangible assets 4,264,687 — 1,777,451 5,470 6,047,608 8,714,310 — 4,384,502 7,068 13,105,880 Net book value $ 12,118,352 $ 14,762,140 Balance Balance December 31, Acquisitions Foreign December 31, 2019 (note 4) Additions Impairment exchange 2020 Cost Customer relationships $ 7,393,708 5,100,000 — (726,467) 8,456 $ 11,775,697 Technology 470,000 — — — — 470,000 Non-compete — 70,000 — (18,969) — 51,031 Brand 840,000 740,000 — (59,101) — 1,520,899 Internally generated intangible assets 5,259,287 — 1,642,783 — 112,965 7,015,035 $ 13,962,995 5,910,000 1,642,783 (804,537) 121,421 $ 20,832,662 Accumulated depreciation Customer relationships $ 1,812,833 — 2,276,341 — 10,391 4,099,565 Technology 102,499 — 94,000 — — 196,499 Non-compete — — 19,638 — — 19,638 Brand — — 133,921 — — 133,921 Internally generated intangible assets 1,831,202 — 2,289,348 — 144,137 4,264,687 $ 3,746,534 — 4,813,248 — 154,528 $ 8,714,310 Net book value $ 10,216,461 $ 12,118,352 |
Schedule of intangible goodwill | Balance Acquisitions Foreign Balance January 1, 2021 (note 4) exchange December 31, 2021 VIQ Solutions PTY Ltd. $ 650,001 — (37,427) $ 612,574 Dataworxs 141,018 — 486 141,504 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 — 763,597 Auscript — 4,508,880 71,468 4,580,348 $ 6,976,096 $ 5,272,477 $ 34,527 $ 12,283,100 Balance Acquisitions Foreign Balance January 1, 2020 (note 4) Adjustments exchange December 31, 2020 VIQ Solutions PTY Ltd. 587,187 — — 62,814 650,001 Dataworxs 138,053 — — 2,965 141,018 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 WordZ — 1,453,832 (1,453,832) — — $ 4,295,515 $ 4,068,634 $ (1,453,832) $ 65,779 $ 6,976,096 |
Schedule of key assumptions used to determine the recoverable amount of the goodwill based on each CGU's | VIQ Dataworxs Assumptions Solutions Australia 2021 PTY Ltd. VIQ US Carrying value of goodwill 612,574 141,504 3,570,275 Revenue Growth Rate 3.0 % 3.0 % 3.0 % Terminal Growth Rate 2.0 % 2.0 % 2.0 % Pre-tax discount rate 16.3 % 16.3 % 16.3 % VIQ Media Assumptions 2021 TTA Auscript Transcription Carrying value of goodwill 763,597 4,580,348 2,614,802 Revenue Growth Rate 0.4 % 3 % 3 % Terminal revenue 1 % 3 % 2 % growth rate Pre-tax discount rate 28.5 % 33.4 % 18.3 % |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-term debt | |
Disclosure of detailed information about borrowings [text block] | Word Z Transcription HomeTech Crown Promissory WordZ SBA Express VTB VTB Loan Capital (a) note (b) Loan (b) Loan (b) (b) Total Balance as at January 1, 2021 $ 11,093,400 $ 617,751 $ 45,923 $ — $ 381,725 $ 12,138,799 Add: current portion 304,746 446,552 214,307 280,531 240,000 1,486,136 $ 11,398,146 $ 1,064,303 $ 260,230 $ 280,531 $ 621,725 $ 13,624,935 Interest expense 1,232,349 49,890 — 5,892 — 1,288,131 Accretion expense 347,372 102,462 — — 61,597 511,431 Interest payment (1,231,369) (39,109) (832) (5,892) — (1,277,202) Debt repayment — (407,443) (145,129) (280,531) (240,000) (1,073,103) Foreign exchange translation 34,629 — — — — 34,629 Balance as at December 31, 2021 $ 11,781,127 $ 770,103 $ 114,269 $ — $ 443,322 $ 13,108,821 Less: Current portion (308,892) (446,552) (114,269) — (240,000) (1,109,713) $ 11,472,235 $ 323,551 $ — $ — $ 203,322 $ 11,999,108 Word Z Transcription Crown Capital Promissory WordZ SBA Express VTB HomeTech (a) note (b) Loan Loan (b) VTB Loan (b) Total Balance as at January 1, 2020 $ 5,964,602 $ — $ — $ — $ 541,035 $ 6,505,637 Add: current portion — — — 863,438 240,000 1,103,438 $ 5,964,602 $ — $ — $ 863,438 $ 781,035 $ 7,609,075 Debt advancement 4,482,659 915,105 260,230 — — 5,657,994 Interest expense 1,409,961 50,865 — 84,731 — 1,545,557 Accretion expense 313,112 98,333 — — 80,690 492,135 Interest payment (982,969) — — (69,607) — (1,052,576) Debt repayment — — — (598,031) (240,000) (838,031) Foreign exchange translation 210,781 — — — — 210,781 Balance as at December 31, 2020 $ 11,398,146 $ 1,064,303 $ 260,230 $ 280,531 $ 621,725 $ 13,624,935 Less: Current portion (304,746) (446,552) (214,307) (280,531) (240,000) (1,486,136) $ 11,093,400 $ 617,751 $ 45,923 $ — $ 381,725 $ 12,138,799 |
Schedule of minimum remaining principal repayments | Crown wordZ promissory HomeTech Capital note wordZ SBA Loan VTB loan Total 2022 $ — $ 400,000 $ 114,269 $ 240,000 $ 754,269 2023 12,165,330 400,000 — 240,000 12,805,330 2024 — — — 20,000 20,000 $ 12,165,330 $ 800,000 $ 114,269 $ 500,000 $ 13,579,599 |
Derivative warrant liability (T
Derivative warrant liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Warrant Liability | |
Schedule of assumptions used to fair value | Year ended December 31, 2021 Derivative warrant liabilities December 31, 2021 September 15, 2021 Period-End Initial Recognition Fair value (CAD) $ 1.12 $ 1.93 Share price (CAD) $ 3.11 $ 4.43 Exercise price (CAD) $ 6.35 $ 6.33 Expected volatility 64.72 % 62.06 % Option life (years) 4.71 5.0 Expected dividends 0 % 0 % |
Capital stock (Tables)
Capital stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of classes of share capital [line items] | |
Schedule of common shares | 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 – June 2024 25,000 N/A January 2031 – June 2031 171,017 |
Legacy Plan | |
Disclosure of classes of share capital [line items] | |
Schedule of stock options outstanding and exercisable | Weighted average Range of exercise remaining Weighted average Weighted average prices Options contractual exercise price Options exercise price (CAD) outstanding life (CAD) exercisable (CAD) $4.40 – $6.40 97,000 0.4 years $ 4.92 97,000 $ 4.92 $2.84 - $6.00 141,250 1.8 years $ 3.28 141,250 $ 3.28 $2.20 - $3.10 247,017 2.5 years $ 2.44 247,017 $ 2.44 $3.13 396,000 3.3 years $ 3.13 264,000 $ 3.13 881,267 2.5 years $ 3.16 749,267 $ 3.16 |
Omnibus Equity Incentive Plan | |
Disclosure of classes of share capital [line items] | |
Schedule of stock options outstanding and exercisable | Weighted Weighted Weighted Range of exercise average average exercise average exercise prices Options remaining price Options price (CAD) outstanding contractual life (CAD) exercisable (CAD) $2.80 - $2.99 325,000 10.0 years $ 2.90 — — $8.84 – $8.93 790,086 9.4 years $ 8.85 46,500 $ 8.84 1,115,086 $ 7.11 46,500 $ 8.84 |
Options | |
Disclosure of classes of share capital [line items] | |
Schedule of fair value the stock options granted and included the following assumptions | Year ended December 31, 2021 Year ended December 31, 2020 Omnibus Equity Incentive Plan Legacy Plans Fair value (CAD) $2.30 - $7.29 $ 1.85 Share price (CAD) $2.80 - $8.93 $ 3.20 Exercise price (CAD) $8.84 - $8.93 $ 3.20 Expected volatility 81.60% - 82.72% 73.41 % Option life (years) 10.0 5.0 Expected dividends 0% 0 % Risk-free interest rate (based on government bonds) 1.38% - 1.43% 0.42 % Year ended December 31, 2021 Year ended December 31, 2020 Omnibus Equity Incentive Plan Legacy Plans Fair value (CAD) $2.13 N/A Share price (CAD) $3.11 N/A Exercise price (CAD) $8.84 - $8.93 N/A Expected volatility 82.07 % N/A Option life (years) 9.45 N/A Expected dividends 0 % N/A Risk-free interest rate (based on government bonds) 1.42 % N/A |
Restricted Share Units | |
Disclosure of classes of share capital [line items] | |
Schedule of fair value the stock options granted and included the following assumptions | Year ended Year ended Omnibus Equity Incentive Plan Legacy Plans 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 Year ended Year ended Omnibus Equity Incentive Plan Legacy Plans Fair value (CAD) $3.11 N/A Share price (CAD) $3.11 N/A Exercise price (CAD) N/A N/A Expected volatility 83.07 % N/A Option life (years) 9.5 N/A Expected dividends 0 % N/A Risk-free interest rate (based on government bonds) 1.42 % N/A |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net loss per share | |
Schedule of basic and diluted net loss per share | Year ended December 31, 2021 2020 2019 Numerator for basic and diluted net loss per share: Net loss for the year $ (19,678,749) $ (11,145,306) $ (4,524,198) Denominator for basic net loss per share: Weighted average number of common shares outstanding 26,448,594 18,080,533 9,752,131 Effect of potential dilutive securities — — — Adjusted denominator for diluted net loss per share 26,448,594 18,080,533 9,752,131 Basic net loss per share $ (0.74) $ (0.62) $ (0.46) Diluted net loss per share $ (0.74) $ (0.62) $ (0.46) |
Supplemental cash flow inform_2
Supplemental cash flow information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental cash flow information | |
Schedule of components of the net change in non-cash working capital | Components of the net change in non-cash working capital are as follows: Year ended December 31, 2021 2020 2019 Trade and other receivables $ 1,180,068 $ (316,778) $ (234,649) Inventories (176) 18,473 (5,932) Prepaid expenses (1,630,088) (53,416) (38,505) Trade and other payables (1,170,715) (40,937) (644,442) Contract liabilities and taxes (381,596) (380,629) 87,697 Total $ (2,002,506) $ (773,287) $ (835,831) |
Schedule of other supplemental information | Other supplemental cash flow information as follows: Year ended December 31, 2021 2020 2019 Cash received for interest $ 22,725 $ 1,068 $ 1,340 Cash paid for interest 1,311,915 1,105,298 780,892 |
Segmented financial informati_2
Segmented financial information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segmented financial information | |
Schedule of information by reportable business segment | Year ended December 31, 2021 Technology and related Technology revenue services Corporate Total Consolidated income (loss) Revenue $ 4,370,074 $ 26,676,738 $ — $ 31,046,812 Gross profit 3,249,849 11,673,110 — 14,922,959 Selling and administrative expenses 7,467,520 6,799,249 4,852,944 19,119,713 Stock-based compensation 1,195,762 7,299,427 — 8,495,189 Research and development expenses 1,092,108 — — 1,092,108 Depreciation and amortization 1,902,822 2,738,779 — 4,641,601 Foreign exchange loss (gain) 110,098 (87,968) — 22,130 Interest, accretion and other financing expense 24,543 10,169 2,263,494 2,298,206 Gain on contingent consideration — (332,569) — (332,569) Gain on revaluation of options (144,707) (883,348) — (1,028,055) Gain on revaluation of RSUs (34,147) (208,448) — (242,595) Gain on revaluation of the derivative warrant liability (192,582) (1,175,598) — (1,368,180) Restructuring costs 312,794 119,908 — 432,702 Business acquisition costs — — 539,734 539,734 Other income (21,372) 9,369 — (12,003) Current income tax recovery — (875) — (875) Deferred income tax expense — 944,602 — 944,602 Segment loss (8,462,990) (3,559,587) (7,656,172) (19,678,749) Consolidated balance sheet Total segment assets $ 17,445,526 $ 30,246,178 $ — $ 47,691,704 Total segment current liabilities 1,560,567 8,732,796 — 10,293,363 Total segment non-current liabilities — 3,527,656 11,781,127 15,308,783 Year ended December 31, 2020 Technology and related Technology revenue services Corporate Total Consolidated income (loss) Revenue $ 3,201,837 $ 28,547,856 $ — $ 31,749,693 Gross profit 2,169,414 13,980,842 — 16,150,256 Selling and administrative expenses 6,012,270 4,606,557 416,075 11,034,902 Stock-based compensation — — 725,316 725,316 Research and development expenses 1,074,178 — — 1,074,178 Depreciation and amortization 2,429,329 2,829,914 — 5,259,243 Foreign exchange gain (65,303) (67,003) (132,306) Interest, accretion and other financing expense 26,746 — 6,124,720 6,151,466 Other income (25) (10,348) — (10,373) Loss on revaluation of conversion feature liability — — 1,308,440 1,308,440 Gain on contingent consideration — (946,503) — (946,503) Impairment of intangibles — 2,258,369 — 2,258,369 Loss on repayment of long-term debt — — 1,497,804 1,497,804 Business acquisition costs — — 19,058 19,058 Current income tax expense — 106,986 — 106,986 Deferred income tax expense (recovery) 61,879 (1,112,897) — (1,051,018) Segment income (loss) (7,369,660) 6,315,767 (10,091,413) (11,145,306) Consolidated balance sheet Total segment assets $ 18,908,266 $ 23,811,393 — $ 42,719,659 Total segment current liabilities 2,411,430 5,948,073 126,503 8,486,006 Total segment non-current liabilities — 2,993,328 11,093,401 14,086,729 |
Schedule of property and equipment based on the geographical location | December 31, 2021 December 31, 2020 Australia $ 325,228 $ 95,324 Canada 113,242 120,511 United Kingdom 14,084 — United States 8,420 — $ 460,974 $ 215,835 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Schedule of disaggregation of revenue | Year ended December 31, Primary geographical markets 2021 2020 2019 United States $ 18,980,591 $ 22,180,946 $ 14,484,717 Australia 9,523,257 8,531,854 9,042,475 United Kingdom 1,948,321 611,666 1,240,068 Canada 160,372 305,166 275,066 Other 434,271 120,061 53,982 Total $ 31,046,812 $ 31,749,693 $ 25,096,308 Year ended December 31, Major products / service lines 2021 2020 2019 Technology services $ 26,676,738 $ 28,190,993 $ 21,013,483 Software licenses 1,365,882 1,013,854 272,513 Support and maintenance 1,772,203 1,519,424 2,263,952 SaaS 65,187 42,662 103,739 Subscription 189,359 — — Professional services 451,695 288,597 390,021 Hardware 442,077 657,711 715,027 Other 83,671 36,452 337,573 Total $ 31,046,812 $ 31,749,693 $ 25,096,308 |
Expenses by nature (Tables)
Expenses by nature (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Expenses by nature | |
Schedule of expenses by nature | Year ended December 31 2021 2020 2019 Employee and contractor expenses (note 18) $ 33,603,690 $ 22,682,199 $ 19,509,742 Inventory, materials and other cost of sales 1,719,616 1,043,844 940,685 Depreciation and amortization 4,641,601 5,259,243 3,502,429 Facilities 470,773 279,028 301,859 Professional and consulting fees 4,099,129 1,566,224 1,031,364 Investor relations and other shareholder expenses 792,457 288,778 305,527 Bad debt 283,964 18,116 114,237 Marketing and advertising/promotion expenses 177,894 226,104 162,848 Software license and IT expenses 1,620,816 1,318,239 278,966 Telephone and internet 283,207 260,634 514,006 Travel 202,703 78,467 376,477 Insurance 630,066 103,702 126,709 Office, administrative, and other operating expenses 946,548 568,498 758,166 Foreign exchange loss (gain) 22,130 (132,306) 217,040 Total $ 49,494,594 $ 33,560,770 $ 28,140,055 |
Employee and contractor expen_2
Employee and contractor expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Employee and contractor expenses | |
Schedule of expenditures for employee and contractor salaries and benefits | Year ended December 31, 2021 2020 2019 Salaries and wages and employee benefits $ 14,575,551 $ 11,060,315 $ 10,985,999 Contract labour 9,550,731 9,818,222 7,760,273 Stock-based compensation 8,495,189 725,316 195,113 Other staff expense 982,219 1,078,346 568,357 Total $ 33,603,690 $ 22,682,199 $ 19,509,742 |
Right of use assets (Tables)
Right of use assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Right of use assets | |
Schedule of Right of use assets | Balance Balance January 1, Foreign December 31, 2021 Acquisitions Additions exchange 2021 Cost Buildings 1,105,554 915,203 — 21,369 2,042,126 Equipment 36,268 38,901 — — 75,169 $ 1,141,822 954,104 — 21,369 $ 2,117,295 Accumulated depreciation Buildings 810,295 — 122,600 20,006 952,901 Equipment 21,961 — 7,833 107 29,901 832,256 — 130,433 20,113 982,802 Net Book Value $ 309,566 $ 1,134,493 Balance Balance January 1, Foreign December 31, 2020 Additions Disposals exchange 2020 Cost Buildings 1,048,596 56,925 (44,725) 44,758 1,105,554 Equipment 36,268 — — — 36,268 $ 1,084,864 56,925 (44,725) 44,758 $ 1,141,822 Accumulated depreciation Buildings 426,516 333,725 (22,363) 72,417 810,295 Equipment 11,302 10,659 — — 21,961 437,818 344,384 (22,363) 72,417 832,256 Net book value $ 647,046 $ 309,566 |
Lease obligations (Tables)
Lease obligations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lease obligations. | |
Summary of activity related to lease liabilities | Below is a summary of the activity related to our lease liabilities for the year ended December 31, 2021,2020 and 2019: Year ended December 31 2021 2020 2019 Lease obligations, January 1 $ 354,199 $ 689,644 $ 1,072,426 Additions 953,868 12,199 — Disposals — (67,787) — Interest on lease liabilities 34,712 53,549 86,470 Interest payments on lease liabilities (34,712) (53,549) (86,470) Principal payments of lease liabilities (150,924) (338,276) (392,969) Adjustments — 33,869 (3,328) Foreign exchange difference 31,626 24,550 13,515 Lease obligations, December 31 $ 1,188,769 $ 354,199 $ 689,644 |
Schedule of minimum payments under all agreements | 2022 $ 446,571 2023 477,290 2024 337,842 2025 247,211 $ 1,508,914 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income taxes | |
Schedule of effective tax rate | 2021 2020 2019 Net loss before income taxes $ (18,735,022) $ (12,089,338) $ (4,425,043) Expected income tax recovery (4,964,781) (3,203,675) (1,172,636) Difference in foreign tax rates 163,190 202,331 — Share based compensation and non-deductible expenses (3,470) (114,257) (202,553) Prior year true-ups (48,507) 75,227 119,972 Tax rate changes and other adjustments 9,619 2,210 (15,933) Recognition of previously unrecognized deferred tax assets — (317,387) — Foreign exchange translation adjustment — — (172,081) Change in tax benefits not recognized 5,787,676 2,411,519 1,542,386 Income tax expense (recovery) $ 943,727 $ (944,032) $ 99,155 |
Schedule of income tax expense (recovery) | 2021 2020 2019 Current income tax expense (recovery) $ (875) $ 106,986 $ 93,580 Deferred income tax expense (recovery) 944,602 (1,051,018) 5,575 Income tax expense (recovery) 943,727 (944,032) 99,155 |
Schedule of components of deferred tax assets | 2021 2020 Non-capital losses carried forward $ 288,654 $ 154,406 Intangible assets — 59,668 Reserves 176,146 1,227,868 Deferred tax assets $ 464,800 $ 1,441,942 Intangible assets (1,192,153) (43,564) Other (7,113) (17,023) Deferred tax liabilities (1,199,266) (60,587) Net deferred tax assets $ (734,466) $ 1,381,355 |
Schedule of tax effects of temporary differences and carry-forwards | Balance at Recognized Balance at December 31, in profit Other December 31, 2020 and loss (Opening PPA) 2021 Deferred tax assets (liabilities): Non-capital losses carried forward 154,406 134,249 288,655 Intangible assets 16,104 27,655 (1,166,665) (1,122,906) Reserves 1,227,868 (1,051,723) 176,145 Other (17,023) (54,783) (4,554) (76,360) $ 1,381,355 $ (944,602) $ (1,171,219) $ (734,466) Balance at Recognized Balance at December 31, in profit Other (Opening December 31, 2019 and loss PPA) 2020 Deferred tax assets (liabilities): Non-capital losses carried forward 183,530 (29,124) — 154,406 Intangible assets (37,150) 53,254 — 16,104 Right of use assets 3,030 (3,030) — — Reserves 180,927 1,046,941 — 1,227,868 Other — (17,023) — (17,023) $ 330,337 $ 1,051,018 $ — $ 1,381,355 |
Schedule of temporary differences of deferred tax assets | 2021 2020 Property and equipment 317,392 633,070 Intangible assets 10,691,053 3,762,917 Share issuance costs – 20(1)(e) 474,873 318,920 Non-capital losses carried forward – Canada 21,725,215 16,387,380 Non-capital losses carried forward – US 10,537,511 344,750 Non-capital losses carried forward – Australia 195,574 — Capital losses carried forward – Canada 346,457 345,288 Capital losses carried forward – Australia 537,322 570,372 Investment tax credits 597,175 595,160 SR&ED pool 1,868,445 1,862,140 Share appreciation rights plan obligation — 153,638 Ontario SR&ED credit 92,507 92,195 Contract liabilities 270,320 412,831 Lease obligations (58,111) 19,888 Accrued vacation 38,584 — Accrued liabilities 12,409 — Accrued interest 1,257,173 — Difference between cash and accrual basis (676,122) — AFDA Reserve 117,163 — Contingent Consideration Liabilities 445,972 — Stock-based Compensation 149,343 — Business acquisition expenses 314,633 — Unrealized foreign exchange — 674,146 49,254,888 26,172,695 |
Risk management for financial_2
Risk management for financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about financial instruments [line items] | |
Schedule of trade receivable aging net of allowance of doubtful accounts | December 31, 2021 December 31, 2020 December 31, 2019 0 to 30 days $ 2,490,940 $ 2,902,154 $ 2,286,445 31 to 60 days 973,641 661,408 636,975 61 to 90 days 623,990 487,560 51,222 91 days and older 1,505,797 424,629 194,903 $ 5,594,368 $ 4,475,751 $ 3,169,545 |
Schedule of allowance for doubtful accounts provision | December 31, 2021 December 31, 2020 December 31, 2019 Beginning of year $ 123,338 $ 902,215 $ 769,930 Add: provision for allowance for doubtful accounts 283,964 18,116 114,237 Less: write-offs (112,116) (815,817) — Foreign exchange adjustments 21,016 18,824 18,048 Expected credit loss – end of year $ 316,202 $ 123,338 $ 902,215 |
Liquidity risk | |
Disclosure of detailed information about financial instruments [line items] | |
Schedules of information related to exposure to risk | 2022 2023 2024 2025 Total Trade and other payables 5,380,701 — — — 5,380,701 Lease obligations 446,571 477,290 337,842 247,211 1,508,914 Crown Capital debt 308,892 12,165,330 — — 12,474,222 Contingent Consideration - Wordz 77,249 352,626 282,537 — 712,412 Contingent Consideration - Auscript 150,000 — — — 150,000 WordZ SBA Loan 114,507 — — — 114,507 WordZ promissory note 357,323 212,901 — — 570,224 HomeTech VTB loan 240,000 240,000 20,000 — 500,000 Total $ 7,075,243 $ 13,448,146 $ 640,379 $ 247,211 $ 21,410,979 |
Credit risk | |
Disclosure of detailed information about financial instruments [line items] | |
Schedules of information related to exposure to risk | December 31, 2021 December 31, 2020 December 31, 2019 United States 48 % 65 % 54 % Australia 31 % 17 % 33 % United Kingdom 14 % 16 % 11 % Rest of world 7 % 2 % 2 % 100 % 100 % 100 % |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related party transactions | |
Schedule of related party key management personal compensation | 2021 2020 2019 Salaries and short-term employee benefits $ 1,821,211 $ 1,141,349 $ 1,018,166 Stock-based compensation 7,600,415 169,969 106,959 $ 9,421,626 $ 1,311,318 $ 1,125,125 (i) Short-term employee benefits include bonuses and car allowances |
Basis of preparation (Details)
Basis of preparation (Details) | 12 Months Ended | ||||||||||||
Dec. 31, 2021$ / $ | Dec. 31, 2021$ / $$ / $ | Dec. 31, 2021$ / $$ / £ | Dec. 31, 2020$ / $ | Dec. 31, 2020$ / $$ / $ | Dec. 31, 2020$ / $$ / £ | Dec. 31, 2019$ / $ | Dec. 31, 2019$ / $$ / $ | Dec. 31, 2021$ / $ | Dec. 31, 2021$ / £ | Dec. 31, 2020$ / $ | Dec. 31, 2020$ / £ | Dec. 31, 2019$ / $ | |
Basis of preparation | |||||||||||||
Closing at the reporting date | 0.7874 | 0.7874 | 0.7874 | 0.7847 | 0.7847 | 0.7847 | 0.7682 | 0.7682 | 0.7261 | 1.3510 | 0.7708 | 1.3648 | 0.7013 |
Average rate for the period | 0.7976 | 0.7525 | 1.3762 | 0.7480 | 0.6901 | 1.2831 | 0.7537 | 0.6954 |
Significant accounting polici_4
Significant accounting policies - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures | Minimum | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 10 years |
Furniture and fixtures | Maximum | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 13 years |
Computer and transcription equipment | Minimum | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 3 years |
Computer and transcription equipment | Maximum | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 4 years |
Significant accounting polici_5
Significant accounting policies - Intangible assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Acquired Technology | |
Disclosure of detailed information about intangible assets [line items] | |
Useful lives of intangible assets, excluding goodwill (in years) | 5 years |
Internally generated intangible assets | |
Disclosure of detailed information about intangible assets [line items] | |
Useful lives of intangible assets, excluding goodwill (in years) | 3 years |
Minimum | Customer relationships (note 8) | |
Disclosure of detailed information about intangible assets [line items] | |
Useful lives of intangible assets, excluding goodwill (in years) | 4 years 9 months 18 days |
Minimum | Brand (note 8) | |
Disclosure of detailed information about intangible assets [line items] | |
Useful lives of intangible assets, excluding goodwill (in years) | 3 years |
Maximum | Customer relationships (note 8) | |
Disclosure of detailed information about intangible assets [line items] | |
Useful lives of intangible assets, excluding goodwill (in years) | 13 years |
Maximum | Brand (note 8) | |
Disclosure of detailed information about intangible assets [line items] | |
Useful lives of intangible assets, excluding goodwill (in years) | 5 years |
Significant accounting polici_6
Significant accounting policies - Additional information (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)itemshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Summary of significant accounting policies | ||||
Number of shares in a unit | shares | 1 | |||
Number of warrants in a unit | shares | 0.5 | |||
Right of use assets (note 19) | $ | $ 1,134,493 | $ 309,566 | $ 647,046 | |
Lease obligations | $ | $ 1,188,769 | $ 354,199 | $ 689,644 | $ 1,072,426 |
Number of cash generating units | item | 10 | |||
Number of revenue categories | item | 7 |
Acquisitions - Total considerat
Acquisitions - Total consideration for the acquisitions and the purchase price allocation (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 26, 2020 | Jan. 31, 2020 | Dec. 31, 2019 |
Consideration | |||||
Promissory note | $ 166,603 | $ 1,575,528 | |||
Identifiable assets acquired and liabilities assumed | |||||
Goodwill | 12,283,100 | 6,976,096 | $ 4,295,515 | ||
ASC | |||||
Consideration | |||||
Cash | 3,136,500 | ||||
Contingent consideration | 2,038,596 | $ 2,038,596 | |||
Total Consideration | 5,175,096 | ||||
Identifiable assets acquired and liabilities assumed | |||||
Net tangible assets acquired (liabilities assumed) | (869,706) | ||||
Goodwill | 2,614,802 | ||||
ASC | Customer relationships (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 2,880,000 | ||||
ASC | Brand (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 550,000 | ||||
WordZ Xpressed Inc | |||||
Consideration | |||||
Cash | 1,275,000 | ||||
Promissory note | 914,677 | ||||
Contingent consideration | 150,000 | 1,671,670 | $ 1,671,670 | ||
Total Consideration | 3,861,347 | ||||
Identifiable assets acquired and liabilities assumed | |||||
Net tangible assets acquired (liabilities assumed) | (72,485) | ||||
Goodwill | 1,453,832 | ||||
WordZ Xpressed Inc | Customer relationships (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 2,220,000 | ||||
WordZ Xpressed Inc | Non-compete (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 70,000 | ||||
WordZ Xpressed Inc | Brand (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 190,000 | ||||
Acquisition 2021 | |||||
Consideration | |||||
Cash | 9,135,131 | ||||
Contingent consideration | 150,000 | ||||
Total Consideration | 9,285,131 | ||||
Identifiable assets acquired and liabilities assumed | |||||
Trade and other receivables net of allowance for doubtful accounts | 2,211,482 | ||||
Prepaid expenses and deposits | 168,009 | ||||
Property and equipment | 283,394 | ||||
Right of use assets | 912,910 | ||||
Trade and other payable and accrued liabilities | (2,024,075) | ||||
Current portion of contract liabilities | (60,992) | ||||
Lease obligations | (911,101) | ||||
Deferred tax liability | (1,166,665) | ||||
Goodwill | 5,272,477 | ||||
Acquisition 2021 | Customer relationships (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 3,632,875 | ||||
Acquisition 2021 | Non-compete (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 124,580 | ||||
Acquisition 2021 | Brand (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 842,237 | ||||
Acquisition 2020 | |||||
Consideration | |||||
Cash | 4,411,500 | ||||
Promissory note | 914,677 | ||||
Contingent consideration | 3,710,266 | ||||
Total Consideration | 9,036,443 | ||||
Identifiable assets acquired and liabilities assumed | |||||
Net tangible assets acquired (liabilities assumed) | (942,191) | ||||
Goodwill | 4,068,634 | ||||
Acquisition 2020 | Customer relationships (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 5,100,000 | ||||
Acquisition 2020 | Non-compete (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 70,000 | ||||
Acquisition 2020 | Brand (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | $ 740,000 | ||||
Auscript | |||||
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) | ||||
Goodwill | 4,508,880 | ||||
Auscript | Customer relationships (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 2,552,075 | ||||
Auscript | Non-compete (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 57,030 | ||||
Auscript | Brand (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 734,256 | ||||
TTA | |||||
Consideration | |||||
Cash | 1,638,275 | ||||
Total Consideration | 1,638,275 | ||||
Identifiable assets acquired and liabilities assumed | |||||
Trade and other receivables net of allowance for doubtful accounts | 86,795 | ||||
Trade and other payable and accrued liabilities | (137,661) | ||||
Current portion of contract liabilities | (16,679) | ||||
Deferred tax liability | (314,108) | ||||
Goodwill | 763,597 | ||||
TTA | Customer relationships (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 1,080,800 | ||||
TTA | Non-compete (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | 67,550 | ||||
TTA | Brand (note 8) | |||||
Identifiable assets acquired and liabilities assumed | |||||
Acquisition-date fair value for other intangible assets | $ 107,981 |
Acquisitions - Additional infor
Acquisitions - Additional information (Details) - USD ($) | Dec. 23, 2021 | Feb. 26, 2020 | Jan. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 01, 2021 |
Disclosure of detailed information about business combination [line items] | |||||||
Promissory note | $ 166,603 | $ 1,575,528 | |||||
Adjustments | (1,453,832) | ||||||
Business acquisition costs | 539,734 | 19,058 | $ 484,387 | ||||
Gain on contingent consideration (note 4) | 332,569 | 946,503 | |||||
Earn out payment (note 4) | (2,600,536) | (377,312) | |||||
Revenue | 31,046,812 | 31,749,693 | 25,096,308 | ||||
Revenue from acquisitions | 933,299 | ||||||
Net loss | (19,678,749) | (11,145,306) | (4,524,198) | ||||
Pro forma consolidated revenue if the acquisitions would have occurred on beginning of period | 53,196,189 | ||||||
Net loss if the acquisitions would have occurred on beginning of period | 18,349,208 | ||||||
Trade and other payables and accrued liabilities | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Total contingent consideration | 357,323 | 314,845 | 0 | ||||
Long-term contingent consideration | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Total contingent consideration | 166,603 | 429,851 | |||||
The Transcription Agency LLP | Minimum | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Percentage of voting interest acquired | 1.00% | ||||||
The Transcription Agency LLP | Maximum | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Percentage of voting interest acquired | 99.00% | ||||||
ASC | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Percentage of voting interest acquired | 100.00% | ||||||
Purchase price | 5,175,096 | ||||||
Term of promissory note payable | 30 months | ||||||
Contingent consideration | $ 2,038,596 | 2,038,596 | |||||
Cash paid | 3,136,500 | ||||||
Present value of undiscounted expected future payments | $ 2,948,083 | ||||||
Gain on contingent consideration (note 4) | $ 130,220 | ||||||
Earn out payment (note 4) | $ 1,165,770 | ||||||
Revenue | 31,046,812 | ||||||
Revenue from acquisitions | 933,299 | ||||||
Net loss | 19,353,339 | ||||||
Loss from acquisitions | 367,045 | ||||||
Additional Earnout Liability Payable | 89,449 | ||||||
Reduction In Earnout Liability Payable | 234,971 | ||||||
ASC | Long-term contingent consideration | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Total contingent consideration | 0 | 1,145,677 | |||||
ASC | Contingent consideration | Risk- adjusted discount rate | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Significant unobservable inputs | 20.60% | ||||||
WordZ Xpressed Inc | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Percentage of voting interest acquired | 100.00% | ||||||
Purchase price | 3,861,347 | ||||||
Promissory note | 914,677 | ||||||
Contingent consideration | $ 1,671,670 | 150,000 | 1,671,670 | ||||
Cash paid | 1,275,000 | ||||||
Term of performance-based earn-out payable | 36 months | ||||||
Present value of undiscounted expected future payments | $ 2,175,231 | ||||||
Gain on contingent consideration (note 4) | 202,350 | 946,503 | |||||
Accretion expense | 455,675 | 377,312 | 0 | ||||
Earn out payment (note 4) | 1,434,766 | 377,312 | |||||
Total contingent consideration | 523,926 | 744,696 | $ 0 | ||||
Additional Earnout Liability Payable | 32,621 | ||||||
Reduction In Earnout Liability Payable | $ 1,035,952 | ||||||
WordZ Xpressed Inc | Contingent consideration | Expected cash flows | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Significant unobservable inputs | 16.10% | ||||||
Auscript | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Purchase price | 7,646,856 | ||||||
Contingent consideration | 150,000 | ||||||
Cash paid | 7,496,856 | ||||||
Revenue from acquisitions | 618.148 | ||||||
Loss from acquisitions | 276,729 | ||||||
TTA | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Purchase price | 1,638,275 | ||||||
Cash paid | 1,638,275 | ||||||
Revenue from acquisitions | 315,151 | ||||||
Loss from acquisitions | 90,316 | ||||||
Acquisition 2021 | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Purchase price | 9,285,131 | ||||||
Contingent consideration | 150,000 | ||||||
Cash paid | $ 9,135,131 |
Trade and other receivables (De
Trade and other receivables (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Trade and other receivables | ||||
Trade accounts receivable | $ 4,423,315 | $ 4,233,012 | ||
Other receivable (note 6) | 1,487,255 | 366,077 | ||
Less: allowance for doubtful accounts (note 21) | (316,202) | (123,338) | $ (902,215) | $ (769,930) |
Trade and other receivables | 5,594,368 | 4,475,751 | 3,169,545 | |
Unbilled revenue | 807,067 | 297,581 | ||
Assistance receivable | 574,703 | 68,496 | $ 0 | |
Sales Tax Receivable | $ 105,485 | $ 6,761 |
Government Assistance (Details)
Government Assistance (Details) | Apr. 24, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021AUD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Government Subsidies [Line Items] | |||||
Borrowings face amount | $ 13,579,599 | ||||
Current portion of long-term debt (note 9) | 1,109,713 | $ 1,486,136 | $ 1,103,438 | ||
Assistance receivable | 574,703 | 68,496 | 0 | ||
Employee Retention Credit Program | |||||
Government Subsidies [Line Items] | |||||
Amount of Business Wage Subsidies received | 1,453,735 | ||||
Amount of Emergency Wage Subsidies received | 917,759 | ||||
Amount of Emergency Rent Subsidies received | $ 535,976 | ||||
Interest rate | 50.00% | ||||
Paycheck Protection Program Loan | |||||
Government Subsidies [Line Items] | |||||
Borrowings face amount | $ 2,159,000 | $ 0 | |||
Interest rate | 1.00% | ||||
Term of loan | 7 months | 2 years | 2 years | ||
Threshold period for loan forgiveness if utilized | 168 days | ||||
Balance unutilized | 260,230 | ||||
Current portion of long-term debt (note 9) | 214,307 | ||||
Amount of COVID-19 Subsidies received | 4,034,313 | ||||
Amount of COVID-19 Subsidies received recognized as reduction to cost of sales | 2,830,986 | ||||
Amount of COVID-19 Subsidies received recognized as a reduction to operating expenses against related salary costs and other expenses | 1,203,327 | ||||
Australia | |||||
Government Subsidies [Line Items] | |||||
Wage subsidies per week | $ 750 | ||||
Amount of Business Wage Subsidies received | $ 208,077 | $ 2,017,189 | 0 | ||
Canada | |||||
Government Subsidies [Line Items] | |||||
Amount of Emergency Wage Subsidies received | 111,529 | 0 | |||
Amount of Emergency Rent Subsidies received | $ 6,725 | $ 0 |
Property and equipment (Details
Property and equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | $ 215,835 | $ 111,587 |
Property, plant and equipment at end of period | 460,974 | 215,835 |
Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 1,772,667 | 1,557,508 |
Acquisition | 288,652 | |
Additions | 79,204 | 202,298 |
Foreign exchange | 37,132 | 12,861 |
Property, plant and equipment at end of period | 2,177,655 | 1,772,667 |
Accumulated depreciation. | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (1,556,832) | (1,445,921) |
Additions | 126,666 | 101,611 |
Foreign exchange | 33,183 | 9,300 |
Property, plant and equipment at end of period | (1,716,681) | (1,556,832) |
Furniture and fixtures | Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 268,018 | 253,977 |
Acquisition | 31,842 | |
Additions | 746 | 13,971 |
Foreign exchange | 21,227 | 70 |
Property, plant and equipment at end of period | 321,833 | 268,018 |
Furniture and fixtures | Accumulated depreciation. | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (219,306) | (204,713) |
Additions | 13,844 | 14,543 |
Foreign exchange | 7,461 | 50 |
Property, plant and equipment at end of period | (240,611) | (219,306) |
Computer and transcription equipment | Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 1,499,729 | 1,298,714 |
Acquisition | 218,696 | |
Additions | 78,458 | 188,327 |
Foreign exchange | 15,888 | 12,688 |
Property, plant and equipment at end of period | 1,812,771 | 1,499,729 |
Computer and transcription equipment | Accumulated depreciation. | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (1,335,406) | (1,239,819) |
Additions | 111,884 | 86,400 |
Foreign exchange | 25,722 | 9,187 |
Property, plant and equipment at end of period | (1,473,012) | (1,335,406) |
Leasehold improvements | Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 4,920 | 4,817 |
Acquisition | 38,114 | |
Foreign exchange | 17 | 103 |
Property, plant and equipment at end of period | 43,051 | 4,920 |
Leasehold improvements | Accumulated depreciation. | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (2,120) | (1,389) |
Additions | 938 | 668 |
Foreign exchange | 63 | |
Property, plant and equipment at end of period | $ (3,058) | $ (2,120) |
Intangible assets and goodwil_2
Intangible assets and goodwill - Intangible assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | $ 12,118,352 | $ 10,216,461 |
Ending balance | 14,762,140 | 12,118,352 |
Cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 20,832,662 | 13,962,995 |
Acquisitions | 4,599,692 | 5,910,000 |
Additions | 2,364,733 | 1,642,783 |
Impairment | (804,537) | |
Foreign exchange | 70,933 | 121,421 |
Ending balance | 27,868,020 | 20,832,662 |
Cost | Customer relationships (note 8) | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 11,775,697 | 7,393,708 |
Acquisitions | 3,632,875 | 5,100,000 |
Impairment | (726,467) | |
Foreign exchange | 50,586 | 8,456 |
Ending balance | 15,459,158 | 11,775,697 |
Cost | Acquired Technology | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 470,000 | 470,000 |
Ending balance | 470,000 | 470,000 |
Cost | Brand (note 8) | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 1,520,899 | 840,000 |
Acquisitions | 842,237 | 740,000 |
Impairment | (59,101) | |
Foreign exchange | 12,403 | |
Ending balance | 2,375,539 | 1,520,899 |
Cost | Patents | ||
Disclosure of detailed information about intangible assets [line items] | ||
Additions | 15,232 | |
Ending balance | 15,232 | |
Cost | Non-compete | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 51,031 | |
Acquisitions | 124,580 | 70,000 |
Impairment | (18,969) | |
Foreign exchange | 529 | |
Ending balance | 176,140 | 51,031 |
Cost | Internally generated intangible assets | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 7,015,035 | 5,259,287 |
Additions | 2,349,501 | 1,642,783 |
Foreign exchange | 7,415 | 112,965 |
Ending balance | 9,371,951 | 7,015,035 |
Accumulated depreciation | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (8,714,310) | (3,746,534) |
Additions | 4,384,502 | 4,813,248 |
Foreign exchange | 7,068 | 154,528 |
Ending balance | (13,105,880) | (8,714,310) |
Accumulated depreciation | Customer relationships (note 8) | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (4,099,565) | (1,812,833) |
Additions | 2,260,372 | 2,276,341 |
Foreign exchange | 1,598 | 10,391 |
Ending balance | (6,361,535) | (4,099,565) |
Accumulated depreciation | Acquired Technology | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (196,499) | (102,499) |
Additions | 94,000 | 94,000 |
Ending balance | (290,499) | (196,499) |
Accumulated depreciation | Brand (note 8) | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (133,921) | |
Additions | 215,574 | 133,921 |
Ending balance | (349,495) | (133,921) |
Accumulated depreciation | Non-compete | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (19,638) | |
Additions | 37,105 | 19,638 |
Ending balance | (56,743) | (19,638) |
Accumulated depreciation | Internally generated intangible assets | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (4,264,687) | (1,831,202) |
Additions | 1,777,451 | 2,289,348 |
Foreign exchange | 5,470 | 144,137 |
Ending balance | $ (6,047,608) | $ (4,264,687) |
Intangible assets and goodwil_3
Intangible assets and goodwill - Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of reconciliation of changes in goodwill [line items] | ||
Goodwill at beginning of period | $ 6,976,096 | $ 4,295,515 |
Acquisitions | 5,272,477 | 4,068,634 |
Adjustments | (1,453,832) | |
Foreign exchange | 34,527 | 65,779 |
Goodwill at end of period | 12,283,100 | 6,976,096 |
VIQ Solutions Pty Ltd. Unit | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Goodwill at beginning of period | 650,001 | 587,187 |
Foreign exchange | (37,427) | 62,814 |
Goodwill at end of period | 612,574 | 650,001 |
Dataworxs Australia Ltd. Unit | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Goodwill at beginning of period | 141,018 | 138,053 |
Foreign exchange | 486 | 2,965 |
Goodwill at end of period | 141,504 | 141,018 |
Net Transcripts Inc. Unit | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Goodwill at beginning of period | 1,575,511 | 1,575,511 |
Goodwill at end of period | 1,575,511 | 1,575,511 |
Transcription Express Inc. Unit | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Goodwill at beginning of period | 1,516,904 | 1,516,904 |
Goodwill at end of period | 1,516,904 | 1,516,904 |
HomeTech Inc. Unit | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Goodwill at beginning of period | 477,860 | 477,860 |
Goodwill at end of period | 477,860 | 477,860 |
WordZX Pressed Inc. Unit | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Acquisitions | 1,453,832 | |
Adjustments | (1,453,832) | |
The Transcription Agency LLP | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Acquisitions | 763,597 | |
Goodwill at end of period | 763,597 | |
Auscript | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Acquisitions | 4,508,880 | |
Foreign exchange | 71,468 | |
Goodwill at end of period | 4,580,348 | |
ASC (VIQ Media Transcription) | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Goodwill at beginning of period | 2,614,802 | |
Acquisitions | 2,614,802 | |
Goodwill at end of period | $ 2,614,802 | $ 2,614,802 |
Intangible assets and goodwil_4
Intangible assets and goodwill - Key assumptions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 12,283,100 | $ 6,976,096 | $ 4,295,515 |
VIQ Solutions Pty Ltd. Unit | |||
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 612,574 | ||
Revenue Growth Rate | 3.00% | ||
Terminal revenue growth rate | 2.00% | ||
Pre-tax discount rate | 16.30% | ||
VIQ US | |||
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 3,570,275 | ||
Revenue Growth Rate | 3.00% | ||
Terminal revenue growth rate | 2.00% | ||
Pre-tax discount rate | 16.30% | ||
Dataworxs Australia Ltd. Unit | |||
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 141,504 | ||
Revenue Growth Rate | 3.00% | ||
Terminal revenue growth rate | 2.00% | ||
Pre-tax discount rate | 16.30% | ||
VIQ Media Transcription Inc. Unit | |||
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 2,614,802 | ||
Revenue Growth Rate | 3.00% | ||
Terminal revenue growth rate | 2.00% | ||
Pre-tax discount rate | 18.30% | ||
TTA | |||
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 763,597 | ||
Revenue Growth Rate | 0.40% | ||
Terminal revenue growth rate | 1.00% | ||
Pre-tax discount rate | 28.50% | ||
Auscript | |||
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 4,580,348 | ||
Revenue Growth Rate | 3.00% | ||
Terminal revenue growth rate | 3.00% | ||
Pre-tax discount rate | 33.40% |
Intangible assets and goodwil_5
Intangible assets and goodwill - Additional information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 6,976,096 | $ 12,283,100 | $ 4,295,515 |
Impairment of intangibles | 2,258,369 | ||
VIQ Solutions Inc Unit [Member] | |||
Disclosure of information for cash-generating units [line items] | |||
Goodwill | 0 | ||
Intangible assets with indefinite useful life | $ 0 | ||
WordZ Unit | |||
Disclosure of information for cash-generating units [line items] | |||
Recoverable Amount Of Unit | 1,328,778 | ||
Carrying value | 3,587,147 | ||
Impairment of intangibles | $ 2,258,369 |
Long-term debt (Details)
Long-term debt (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of detailed information about borrowings [line items] | |||
Balance as at Beginning | $ 12,138,799 | $ 7,609,075 | |
Add: current portion | 1,109,713 | 1,486,136 | $ 1,103,438 |
Less: current portion | (1,109,713) | (1,486,136) | |
Total borrowings | 13,108,821 | 13,624,935 | 6,505,637 |
Debt advancement | 5,657,994 | ||
Interest expense | 1,288,131 | 1,545,557 | |
Accretion expense | 511,431 | 492,135 | |
Interest payment | (1,277,202) | (1,052,576) | (657,300) |
Debt repayment | (1,073,103) | (838,031) | |
Foreign Exchange Translation | 34,629 | 210,781 | |
Balance as at Ending | 11,999,108 | 12,138,799 | 7,609,075 |
WordZ VTB | |||
Disclosure of detailed information about borrowings [line items] | |||
Balance as at Beginning | 617,751 | ||
Add: current portion | 446,552 | ||
Less: current portion | (446,552) | (446,552) | |
Total borrowings | 770,103 | 1,064,303 | |
Debt advancement | 915,105 | ||
Interest expense | 49,890 | 50,865 | |
Accretion expense | 102,462 | 98,333 | |
Interest payment | (39,109) | ||
Debt repayment | (407,443) | ||
Balance as at Ending | 323,551 | 617,751 | |
WordZ SBA Loan | |||
Disclosure of detailed information about borrowings [line items] | |||
Balance as at Beginning | 45,923 | ||
Add: current portion | 214,307 | ||
Less: current portion | (114,269) | (214,307) | |
Total borrowings | 114,269 | 260,230 | |
Debt advancement | 260,230 | ||
Interest payment | (832) | ||
Debt repayment | (145,129) | ||
Balance as at Ending | 45,923 | ||
Transcription Express VTB | |||
Disclosure of detailed information about borrowings [line items] | |||
Balance as at Beginning | 863,438 | ||
Add: current portion | 280,531 | 863,438 | |
Less: current portion | (280,531) | ||
Total borrowings | 280,531 | ||
Interest expense | 5,892 | 84,731 | |
Interest payment | (5,892) | (69,607) | |
Debt repayment | (280,531) | (598,031) | |
Balance as at Ending | 863,438 | ||
Home Tech VTB | |||
Disclosure of detailed information about borrowings [line items] | |||
Balance as at Beginning | 381,725 | 781,035 | |
Add: current portion | 240,000 | 240,000 | |
Less: current portion | (240,000) | (240,000) | |
Total borrowings | 443,322 | 621,725 | 541,035 |
Accretion expense | 61,597 | 80,690 | |
Debt repayment | (240,000) | (240,000) | |
Balance as at Ending | 203,322 | 381,725 | 781,035 |
Crown Capital Funding Partner LP | |||
Disclosure of detailed information about borrowings [line items] | |||
Balance as at Beginning | 11,093,400 | 5,964,602 | |
Add: current portion | 304,746 | ||
Less: current portion | (308,892) | (304,746) | |
Total borrowings | 11,781,127 | 11,398,146 | 5,964,602 |
Debt advancement | 4,482,659 | ||
Interest expense | 1,232,349 | 1,409,961 | |
Accretion expense | 347,372 | 313,112 | |
Interest payment | (1,231,369) | (982,969) | |
Foreign Exchange Translation | 34,629 | 210,781 | |
Balance as at Ending | $ 11,472,235 | $ 11,093,400 | $ 5,964,602 |
Long-term debt - Principal Repa
Long-term debt - Principal Repayments of Debt (Details) - USD ($) | Dec. 31, 2021 | Apr. 24, 2020 |
Disclosure of detailed information about borrowings [line items] | ||
Total | $ 13,579,599 | |
2022 | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | 754,269 | |
2023 | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | 12,805,330 | |
2024 | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | 20,000 | |
WordZ Xpressed Inc | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | 800,000 | |
WordZ Xpressed Inc | 2022 | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | 400,000 | |
WordZ Xpressed Inc | 2023 | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | 400,000 | |
Transcription Express VTB | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | 114,269 | |
Transcription Express VTB | 2022 | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | 114,269 | |
Home Tech VTB | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | 500,000 | |
Home Tech VTB | 2022 | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | 240,000 | |
Home Tech VTB | 2023 | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | 240,000 | |
Home Tech VTB | 2024 | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | 20,000 | |
Paycheck Protection Program Loan | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | 0 | $ 2,159,000 |
Crown Capital Funding Partner LP | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | 12,165,330 | |
Crown Capital Funding Partner LP | 2023 | ||
Disclosure of detailed information about borrowings [line items] | ||
Total | $ 12,165,330 |
Long-term debt - Crown Capital
Long-term debt - Crown Capital Funding Partner LP (Details) | May 07, 2019USD ($) | May 07, 2019CAD ($)$ / shares | Dec. 20, 2018USD ($) | Dec. 20, 2018CAD ($)$ / shares | Nov. 28, 2018USD ($) | Nov. 28, 2018CAD ($)$ / shares | Dec. 31, 2021USD ($)Mitemshares | Dec. 31, 2021CAD ($)Mitem$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2021CAD ($)$ / sharesshares | Jan. 05, 2021 | Nov. 06, 2020shares | Apr. 24, 2020USD ($) | Mar. 31, 2020USD ($)shares | Mar. 31, 2020CAD ($)shares |
Disclosure of detailed information about borrowings [line items] | ||||||||||||||||||
Long term debt | $ 11,999,108 | $ 12,138,799 | $ 7,609,075 | |||||||||||||||
Number of shares issued | shares | 4,705,900 | |||||||||||||||||
Amount of shares issued | 16,715,000 | 13,747,345 | ||||||||||||||||
Accretion and other financing expense | 967,106 | 1,216,949 | 916,734 | |||||||||||||||
Borrowings face amount | 13,579,599 | |||||||||||||||||
Proceeds from borrowings | 4,827,175 | 1,925,000 | ||||||||||||||||
Interest expense | 1,288,131 | 1,545,557 | ||||||||||||||||
Gain (Loss) on revaluation of conversion feature liability (note 9) | (1,308,440) | 2,330,964 | ||||||||||||||||
Crown Capital Funding Partner LP | ||||||||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||||||||
Maximum borrowing capacity | 11,811,000 | $ 15,000,000 | ||||||||||||||||
Long term debt | $ 11,472,235 | 11,093,400 | 5,964,602 | |||||||||||||||
Borrowings, interest rate | 10.00% | 10.00% | ||||||||||||||||
Number of warrants issued | shares | 450,000 | 450,000 | ||||||||||||||||
Amount of warrants issued | $ 623,152 | $ 828,917 | ||||||||||||||||
Share price | $ / shares | $ 2.06 | |||||||||||||||||
Number of shares issued | shares | 106,383 | 106,383 | ||||||||||||||||
Amount of shares issued | $ 225,530 | 300,000 | $ 6,548,461 | $ 8,935,000 | ||||||||||||||
Deemed price | $ / shares | $ 2.80 | |||||||||||||||||
Incremental fair value | 84,287 | $ 111,387 | ||||||||||||||||
Borrowings fee incurred | 354,330 | $ 450,000 | ||||||||||||||||
Accretion and other financing expense | 347,372 | 313,112 | 201,052 | |||||||||||||||
Borrowings face amount | 12,165,330 | |||||||||||||||||
Interest expense | $ 1,232,349 | $ 1,409,961 | ||||||||||||||||
Crown Capital Funding Partner LP | ASC | ||||||||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||||||||
Number of shares issued | shares | 450,000 | 450,000 | ||||||||||||||||
Remaining borrowing capacity | $ 4,566,945 | $ 6,065,000 | ||||||||||||||||
Fair value of drawdown amount | $ 4,482,659 | |||||||||||||||||
Unsecured Promissory Notes | Transcription Express VTB loan | ||||||||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||||||||
Borrowings, interest rate | 10.00% | |||||||||||||||||
Borrowings face amount | $ 1,666,227 | |||||||||||||||||
Unsecured Promissory Notes | Home Tech VTB | ||||||||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||||||||
Borrowings, interest rate | 12.00% | 12.00% | ||||||||||||||||
Borrowings face amount | $ 1,200,000 | |||||||||||||||||
Number of Installment to be paid | item | 60 | 60 | ||||||||||||||||
Borrowings periodic payment | $ 20,000 | |||||||||||||||||
Unsecured Promissory Notes | WordZ Xpressed Inc | ||||||||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||||||||
Borrowings, interest rate | 12.00% | 12.00% | 5.00% | |||||||||||||||
Borrowings face amount | $ 1,200,000 | |||||||||||||||||
Number of Installment to be paid | M | 36 | 36 | ||||||||||||||||
Convertible Notes | ||||||||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||||||||
Long term debt | $ 0 | 0 | $ 0 | |||||||||||||||
Borrowings, interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||
Number of shares issued | shares | 6,785,651 | 6,785,651 | ||||||||||||||||
Borrowings face amount | $ 1,000 | $ 1,000 | $ 1,000 | $ 6,871,003 | ||||||||||||||
Proceeds from borrowings | $ 1,925,000 | $ 2,594,016 | $ 1,150,000 | $ 1,551,925 | $ 3,717,934 | $ 4,954,988 | ||||||||||||
Borrowings maturity period | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||||||||||
Conversion Price | $ / shares | $ 2.70 | $ 2.72 | $ 2.82 | |||||||||||||||
Interest payable | 4,296,999 | |||||||||||||||||
Loss on revaluation of convertible notes to date of exercise | 1,260,360 | |||||||||||||||||
Amount credited to share capital for loss on revaluation of convertible notes | 12,428,362 | |||||||||||||||||
Convertible Notes | Amending agreements | ||||||||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||||||||
Incremental fair value | 1,497,804 | |||||||||||||||||
Borrowings face amount | 6,792,934 | |||||||||||||||||
Conversion Price | $ / shares | $ 2.18 | |||||||||||||||||
Interest expense | 3,503,797 | |||||||||||||||||
Gain (Loss) on revaluation of conversion feature liability (note 9) | $ 1,308,440 | |||||||||||||||||
Paycheck Protection Program Loan | ||||||||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||||||||
Borrowings, interest rate | 1.00% | |||||||||||||||||
Borrowings face amount | $ 0 | $ 2,159,000 |
Derivative warrant liability -
Derivative warrant liability - Assumptions (Details) | Dec. 31, 2021Y$ / shares | Sep. 15, 2021$ / sharesY |
Fair value (CAD) | ||
Derivative warrant liability | ||
Measurement input | 1.12 | 1.93 |
Share price (CAD) | ||
Derivative warrant liability | ||
Measurement input | 3.11 | 4.43 |
Exercise price (CAD) | ||
Derivative warrant liability | ||
Measurement input | 6.35 | 6.33 |
Expected volatility | ||
Derivative warrant liability | ||
Measurement input | 64.72 | 62.06 |
Option life (years) | ||
Derivative warrant liability | ||
Measurement input | Y | 4.71 | 5 |
Expected dividends | ||
Derivative warrant liability | ||
Measurement input | 0 | 0 |
Derivative warrant liability (D
Derivative warrant liability (Details) - USD ($) | Sep. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of detailed information about financial instruments [line items] | |||
Number of units issued during the period | 4,235,294 | ||
Price per unit | $ 4.25 | ||
The cash in flow from issuance of units | $ 18,000,000 | ||
Number of common shares issuable for each unit | 1 | ||
Warrant outstanding | 2,117,647 | 0 | |
Warrants exercised | 0 | 0 | |
Derivative warrant liabilities | $ 2,452,332 | $ 3,220,039 | |
Warrant | |||
Disclosure of detailed information about financial instruments [line items] | |||
Number of warrants in each unit | 1 | ||
Total number of warrants | 2,117,647 | ||
Number of shares for each warrant | 1 | ||
Warrants exercise price | $ 5 | ||
Warrants term | 5 years |
Capital stock - Common shares (
Capital stock - Common shares (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2019 |
Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 881,267 | 257,850 |
Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 1,115,086 | |
Options | Expiry date January 2022 - December 2022 | Exercise Price Range One | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 97,000 | |
Options | Expiry date January 2023 - December 2023 | Exercise Price Range Two | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 141,250 | |
Options | Expiry date January 2024 - December 2024 | Exercise Price Range Three | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 247,017 | |
Options | Expiry date January 2025 - December 2025 | Exercise Price Range Four | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | $ 3.13 | |
Number of shares outstanding | 396,000 | |
Options | Expiry date January 2031 - June 2031 | Exercise Price Range One | Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | $ 8.84 | |
Number of shares outstanding | 721,500 | |
Options | Expiry date January 2031 - June 2031 | Exercise Price Range Two | Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | $ 8.93 | |
Number of shares outstanding | 68,586 | |
Options | Expiry date January 2031 - December 2031 | Exercise Price Range Three | Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | $ 2.80 | |
Number of shares outstanding | 150,000 | |
Options | Expiry date January 2031 - December 2031 | Exercise Price Range Four | Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | $ 2.99 | |
Number of shares outstanding | 175,000 | |
Options | Minimum | Expiry date January 2022 - December 2022 | Exercise Price Range One | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | $ 4.40 | |
Options | Minimum | Expiry date January 2023 - December 2023 | Exercise Price Range Two | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | 2.84 | |
Options | Minimum | Expiry date January 2024 - December 2024 | Exercise Price Range Three | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | 2.10 | |
Options | Maximum | Expiry date January 2022 - December 2022 | Exercise Price Range One | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | 6.40 | |
Options | Maximum | Expiry date January 2023 - December 2023 | Exercise Price Range Two | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | 6 | |
Options | Maximum | Expiry date January 2024 - December 2024 | Exercise Price Range Three | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | 3.10 | |
Deferred share units | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | $ 1.20 | |
Number of shares outstanding | 66,667 | |
Restricted Share Units | Expiry date January 2031 - June 2031 | Exercise Price Range Two | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 171,017 | |
Restricted Share Units | Expiry date January 2024 - June 2024 | Exercise Price Range One | Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 25,000 |
Capital Stock - Fair value the
Capital Stock - Fair value the stock options granted and assumptions as of grant date (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($)Y | Dec. 31, 2021$ / shares | Dec. 31, 2020USD ($)Y | Dec. 31, 2020$ / shares | Dec. 31, 2019USD ($) | |
Disclosure of classes of share capital [line items] | |||||
Gain on revaluation of share options | $ | $ 1,028,055 | $ 0 | $ 0 | ||
Gain on revaluation of RSUs (note 11) | $ | $ 242,595 | ||||
Legacy Plan | |||||
Disclosure of classes of share capital [line items] | |||||
Fair value | $ 1.85 | ||||
Share price | 3.20 | ||||
Exercise price | $ 3.20 | ||||
Expected volatility | 73.41% | ||||
Option life (years) | Y | 5 | ||||
Expected dividends | 0.00% | ||||
Risk-free interest rate (based on government bonds) | 0.42% | ||||
Omnibus Equity Incentive Plan | |||||
Disclosure of classes of share capital [line items] | |||||
Option life (years) | Y | 10 | ||||
Expected dividends | 0.00% | ||||
Omnibus Equity Incentive Plan | Minimum | |||||
Disclosure of classes of share capital [line items] | |||||
Fair value | $ 2.30 | ||||
Share price | 2.80 | ||||
Exercise price | 8.84 | ||||
Expected volatility | 81.60% | ||||
Risk-free interest rate (based on government bonds) | 1.38% | ||||
Omnibus Equity Incentive Plan | Maximum | |||||
Disclosure of classes of share capital [line items] | |||||
Fair value | 7.29 | ||||
Share price | 8.93 | ||||
Exercise price | 8.93 | ||||
Expected volatility | 82.72% | ||||
Risk-free interest rate (based on government bonds) | 1.43% | ||||
Restricted Share Units | Omnibus Equity Incentive Plan | |||||
Disclosure of classes of share capital [line items] | |||||
Expected dividends | 0.00% | ||||
Restricted Share Units | Omnibus Equity Incentive Plan | Minimum | |||||
Disclosure of classes of share capital [line items] | |||||
Fair value | 2.75 | ||||
Share price | 2.75 | ||||
Expected volatility | 68.93% | ||||
Option life (years) | 3 years | ||||
Risk-free interest rate (based on government bonds) | 1.02% | ||||
Restricted Share Units | Omnibus Equity Incentive Plan | Maximum | |||||
Disclosure of classes of share capital [line items] | |||||
Fair value | 8.93 | ||||
Share price | 8.93 | ||||
Expected volatility | 81.58% | ||||
Option life (years) | 10 years | ||||
Risk-free interest rate (based on government bonds) | 1.38% | ||||
Cash settled shares based payments | Omnibus Equity Incentive Plan | |||||
Disclosure of classes of share capital [line items] | |||||
Fair value | 2.13 | ||||
Share price | 3.11 | ||||
Expected volatility | 82.07% | ||||
Option life (years) | 9.45 | ||||
Expected dividends | 0.00% | ||||
Risk-free interest rate (based on government bonds) | 1.42% | ||||
Fair value | 3.11 | ||||
Share price | 3.11 | ||||
Expected volatility | 83.07% | ||||
Option life (years) | 9 years 6 months | ||||
Expected dividends | 0.00% | ||||
Risk-free interest rate (based on government bonds) | 1.42% | ||||
Gain on revaluation of RSUs (note 11) | $ | $ 242,595 | $ 0 | |||
Cash settled shares based payments | Omnibus Equity Incentive Plan | Minimum | |||||
Disclosure of classes of share capital [line items] | |||||
Exercise price | 8.84 | ||||
Cash settled shares based payments | Omnibus Equity Incentive Plan | Maximum | |||||
Disclosure of classes of share capital [line items] | |||||
Exercise price | $ 8.93 |
Capital stock - Stock options o
Capital stock - Stock options outstanding and exercisable (Details) | 12 Months Ended | ||
Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / sharesshares | |
Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | shares | 881,267 | 257,850 | |
Weighted average remaining contractual life | 2 years 6 months | ||
Weighted average exercise price, Options outstanding | $ 3.16 | $ 2.84 | $ 2.62 |
Weighted average exercise price, Options exercisable | $ 3.16 | ||
Options exercisable | 749,267 | ||
Omnibus Equity Incentive Plan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | shares | 1,115,086 | ||
Weighted average exercise price, Options outstanding | $ 7.11 | ||
Weighted average exercise price, Options exercisable | $ 8.84 | $ 0 | |
Options exercisable | 46,500 | ||
Range of exercise price $4.40 - $6.40 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | shares | 97,000 | ||
Weighted average remaining contractual life | 4 months 24 days | ||
Weighted average exercise price, Options outstanding | $ 4.92 | ||
Weighted average exercise price, Options exercisable | $ 4.92 | ||
Options exercisable | 97,000 | ||
Range of exercise price $2.84 - $6.00 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | shares | 141,250 | ||
Weighted average remaining contractual life | 1 year 9 months 18 days | ||
Weighted average exercise price, Options outstanding | $ 3.28 | ||
Weighted average exercise price, Options exercisable | $ 3.28 | ||
Options exercisable | 141,250 | ||
Range of exercise price $2.20 - $3.10 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | shares | 247,017 | ||
Weighted average remaining contractual life | 2 years 6 months | ||
Weighted average exercise price, Options outstanding | $ 2.44 | ||
Weighted average exercise price, Options exercisable | $ 2.44 | ||
Options exercisable | 247,017 | ||
Range of exercise price $ 3.13 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | $ 3.13 | ||
Number of shares outstanding | shares | 396,000 | ||
Weighted average remaining contractual life | 3 years 3 months 18 days | ||
Weighted average exercise price, Options outstanding | $ 3.13 | ||
Weighted average exercise price, Options exercisable | $ 3.13 | ||
Options exercisable | 264,000 | ||
Range of exercise price 2.80 to 2.99 | Omnibus Equity Incentive Plan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | shares | 325,000 | ||
Weighted average remaining contractual life | 10 years | ||
Weighted average exercise price, Options outstanding | $ 2.90 | ||
Range of exercise price 8.84 to 8.93 | Omnibus Equity Incentive Plan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | shares | 790,086 | ||
Weighted average remaining contractual life | 9 years 4 months 24 days | ||
Weighted average exercise price, Options outstanding | $ 8.85 | ||
Weighted average exercise price, Options exercisable | $ 8.84 | ||
Options exercisable | 46,500 | ||
Minimum | Range of exercise price $4.40 - $6.40 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | $ 4.40 | ||
Minimum | Range of exercise price $2.84 - $6.00 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | 2.84 | ||
Minimum | Range of exercise price $2.20 - $3.10 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | 2.20 | ||
Minimum | Range of exercise price 2.80 to 2.99 | Omnibus Equity Incentive Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | 2.80 | ||
Minimum | Range of exercise price 8.84 to 8.93 | Omnibus Equity Incentive Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | 8.84 | ||
Maximum | Range of exercise price $4.40 - $6.40 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | 6.40 | ||
Maximum | Range of exercise price $2.84 - $6.00 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | 6 | ||
Maximum | Range of exercise price $2.20 - $3.10 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | 3.10 | ||
Maximum | Range of exercise price 2.80 to 2.99 | Omnibus Equity Incentive Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | 2.99 | ||
Maximum | Range of exercise price 8.84 to 8.93 | Omnibus Equity Incentive Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | $ 8.93 |
Capital stock - Additional Info
Capital stock - Additional Information (Details) | Apr. 29, 2021 | Nov. 06, 2020USD ($)shares | Nov. 06, 2020CAD ($)$ / sharesshares | Dec. 31, 2021USD ($)itemOption$ / sharesshares | Dec. 31, 2020USD ($)Optionshares | Dec. 31, 2019USD ($)Optionshares | Dec. 31, 2021$ / shares | Jun. 11, 2021USD ($)shares | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares |
Disclosure of classes of share capital [line items] | ||||||||||
Common stock par value | $ / shares | $ 0 | |||||||||
Number of shares issued | shares | 4,705,900 | 4,705,900 | ||||||||
Proceeds net of issuance costs | $ 13,747,345 | |||||||||
Proceeds from issuance of shares | $ 15,378,058 | $ 20,000,075 | ||||||||
Proceeds from exercise of warrants | $ 246,160 | $ 10,568 | $ 59,631 | |||||||
Proceeds from actual share options exercised | $ 246,160 | $ 83,566 | $ 59,631 | |||||||
Number of share option exercised | Option | 203,333 | 92,500 | 67,860 | |||||||
Number of stock options forfeited | 0 | 0 | ||||||||
Number of stock options expired | Option | 33,333 | 53,667 | 250 | |||||||
Maximum allowable grants | shares | 2,988,172 | 2,359,143 | 1,085,261 | |||||||
Number of stock options outstanding | 2,259,036 | 1,184,600 | 934,767 | |||||||
Shares price per share | $ / shares | $ 4.25 | |||||||||
Warrants exercised | shares | 0 | 0 | ||||||||
Liabilities from share-based payment transactions | $ 126,503 | $ 141,186 | ||||||||
Number of option deemed to be settled under cash less transaction | shares | 155,517 | |||||||||
Stock Option Plan | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Maximum percentage of granting of options | 10.00% | |||||||||
Stock term | 5 years | |||||||||
Number of share options granted | Option | 1,115,086 | 396,000 | ||||||||
Number of stock options outstanding | 1,996,353 | |||||||||
Number of shares acquired | item | 1 | |||||||||
Stock Option Plan | At Time Of Issue [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Percentage of vesting of shares | 0.33% | |||||||||
Stock Option Plan | After One Year [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Percentage of vesting of shares | 0.33% | |||||||||
Stock Option Plan | After Two Years [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Percentage of vesting of shares | 0.33% | |||||||||
Share Appreciation Rights Plan | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Maximum percentage of granting of options | 10.00% | |||||||||
Stock term | 5 years | |||||||||
Number of stock options outstanding | Option | 0 | 188,990 | 0 | |||||||
Share appreciation rights plan obligation | $ 0 | $ 126,503 | $ 0 | |||||||
Number of shares acquired | item | 1 | |||||||||
Share Appreciation Rights Plan | At Time Of Issue [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Percentage of vesting of shares | 0.33% | |||||||||
Share Appreciation Rights Plan | After One Year [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Percentage of vesting of shares | 0.33% | |||||||||
Share Appreciation Rights Plan | After Two Years [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Percentage of vesting of shares | 0.33% | |||||||||
Legacy Plan | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Share options vested | shares | 749,267 | 770,283 | 613,283 | |||||||
Weighted average exercise price, Options exercisable | $ / shares | $ 3.16 | |||||||||
Weighted average exercise price | $ / shares | 3.16 | $ 2.84 | $ 2.62 | |||||||
Number of share options granted | 0 | 396,000 | 257,850 | |||||||
Omnibus Equity Incentive Plan | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Stock term | 10 years | |||||||||
Share options vested | shares | 46,500 | 0 | ||||||||
Weighted average exercise price, Options exercisable | $ / shares | 8.84 | $ 0 | ||||||||
Weighted average exercise price | $ / shares | 7.11 | |||||||||
Percentage on issued and outstanding | 10.00% | |||||||||
Omnibus Equity Incentive Plan | After One Year [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Percentage of vesting of shares | 0.33% | |||||||||
Omnibus Equity Incentive Plan | After Two Years [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Percentage of vesting of shares | 0.33% | |||||||||
Omnibus Equity Incentive Plan | After Three Years [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Percentage of vesting of shares | 0.33% | |||||||||
Restricted Share Units | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Proceeds from exercise of warrants | $ 0 | |||||||||
Stock term | 10 years | |||||||||
Number of share options granted | 1,023,378 | |||||||||
Number of share option vested | 842,861 | |||||||||
Number of share option exercised | 827,361 | 0 | ||||||||
Number of stock options outstanding | 196,017 | |||||||||
Liabilities from share-based payment transactions | $ 36,219 | |||||||||
Number of shares acquired | item | 1 | |||||||||
Restricted Share Units | After One Year [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Percentage of vesting of shares | 0.33% | |||||||||
Restricted Share Units | After Two Years [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Percentage of vesting of shares | 0.33% | |||||||||
Restricted Share Units | After Three Years [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Percentage of vesting of shares | 0.33% | |||||||||
Warrants | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Proceeds from exercise of warrants | $ 2,092,276 | $ 1,859,963 | ||||||||
Proceeds from exercise of warrants | $ 2,196,277 | |||||||||
Warrants issued | shares | 0 | 0 | 0 | |||||||
Warrants outstanding | shares | 0 | 1,123,878 | ||||||||
Warrants exercised | shares | 1,123,878 | 1,154,759 | 1,362,499 | |||||||
Deferred share units | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Number of share options granted | 0 | 0 | 0 | |||||||
Percentage of maximum grants based on common shares outstanding | 10.00% | |||||||||
Maximum allowable grants | shares | 100,000 | |||||||||
Number of stock options outstanding | 66,667 | |||||||||
Deferred share units | Legacy Plan | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Exercise price | $ / shares | $ 1.20 |
Stock-based compensation (Detai
Stock-based compensation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Total compensation expense | $ 8,495,189 | $ 725,316 | $ 195,113 |
Share based payment liability | 1,815,607 | 0 | |
Share based payment liability offset by gain | 1,270,650 | 0 | 0 |
Stock based compensation expenses including SARS Plan | 263,807 | 104,474 | |
Contributed surplus | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Total compensation expense | 6,679,582 | 461,509 | 299,587 |
Stock appreciation rights | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Total compensation expense | $ 8,495,189 | $ 725,316 | $ 299,587 |
Net loss per share (Details)
Net loss per share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator for basic and diluted net loss per share: | |||
Net loss for the year | $ (19,678,749) | $ (11,145,306) | $ (4,524,198) |
Denominator for basic net loss per share: | |||
Weighted average number of common shares outstanding | 26,448,594 | 18,080,533 | 9,752,131 |
Adjusted denominator for diluted net loss per share | 26,448,594 | 18,080,533 | 9,752,131 |
Basic | $ (0.74) | $ (0.62) | $ (0.46) |
Diluted | $ (0.74) | $ (0.62) | $ (0.46) |
Anti dilutive securities not included in the calculation of diluted earnings per share | 4,376,683 | 2,308,478 | 7,017,894 |
Supplemental cash flow inform_3
Supplemental cash flow information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental cash flow information | |||
Trade and other receivables | $ 1,180,068 | $ (316,778) | $ (234,649) |
Inventories | (176) | 18,473 | (5,932) |
Prepaid expense | (1,630,088) | (53,416) | (38,505) |
Trade and other payables | (1,170,715) | (40,937) | (644,442) |
Contract liabilities and taxes | (381,596) | (380,629) | 87,697 |
Total | $ 2,002,506 | $ 773,287 | $ 835,831 |
Supplemental cash flow inform_4
Supplemental cash flow information - Other supplemental cash flow information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental cash flow information | |||
Cash received for interest | $ 22,725 | $ 1,068 | $ 1,340 |
Cash paid for interest | $ 1,311,915 | $ 1,105,298 | $ 780,892 |
Segmented financial informati_3
Segmented financial information - Financial information by reportable business segment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Profit or loss [abstract] | |||
Revenue | $ 31,046,812 | $ 31,749,693 | $ 25,096,308 |
Gross profit | 14,922,959 | 16,150,256 | 10,819,987 |
Selling and administrative expenses | 19,119,713 | 11,034,902 | 8,954,512 |
Stock based compensation (note 11) | 8,495,189 | 725,316 | 195,113 |
Research and development expenses | 1,092,108 | 1,074,178 | 994,640 |
Depreciation and amortization | 4,641,601 | 5,259,243 | 3,502,429 |
Foreign exchange loss (gain) (note 22) | 22,130 | (132,306) | 217,040 |
Interest, accretion and other financing expense | 2,298,206 | 6,151,466 | 2,466,638 |
Other income | (12,003) | (10,373) | 761,235 |
Gain (Loss) on revaluation of conversion feature liability | 1,308,440 | (2,330,964) | |
Gain on contingent consideration | (332,569) | (946,503) | |
Gain on revaluation of options | (1,028,055) | ||
Gain on revaluation of restricted stock units | (242,595) | ||
Gain on revaluation of derivative warrant liability | (1,368,180) | ||
Impairment of intangibles | 2,258,369 | ||
Loss on repayment of long-term debt | 1,497,804 | ||
Restructuring costs | 432,702 | ||
Business acquisition costs | 539,734 | 19,058 | 484,387 |
Current income tax expense | (875) | 106,986 | 93,580 |
Deferred income tax recovery | 944,602 | (1,051,018) | 5,575 |
Tax expense (recovery) | 99,155 | ||
Segment loss | (19,678,749) | (11,145,306) | (4,524,198) |
Consolidated balance sheet | |||
Total segment assets | 47,691,704 | 42,719,659 | 20,768,799 |
Total segment current liabilities | 10,293,363 | 8,486,006 | 7,961,416 |
Total segment non-current liabilities | 15,308,783 | 14,086,729 | 10,596,861 |
Technology and related revenue | |||
Profit or loss [abstract] | |||
Revenue | 4,370,074 | 3,201,837 | 3,461,060 |
Gross profit | 3,249,849 | 2,169,414 | 1,799,404 |
Selling and administrative expenses | 7,467,520 | 6,012,270 | 1,397,310 |
Stock based compensation (note 11) | 1,195,762 | ||
Research and development expenses | 1,092,108 | 1,074,178 | 994,640 |
Depreciation and amortization | 1,902,822 | 2,429,329 | 1,555,543 |
Foreign exchange loss (gain) (note 22) | 110,098 | (65,303) | 660,482 |
Interest, accretion and other financing expense | 24,543 | 26,746 | 29,918 |
Other income | (21,372) | (25) | |
Gain on revaluation of options | (144,707) | ||
Gain on revaluation of restricted stock units | (34,147) | ||
Gain on revaluation of derivative warrant liability | (192,582) | ||
Restructuring costs | 312,794 | ||
Deferred income tax recovery | 61,879 | ||
Tax expense (recovery) | (18,978) | ||
Segment loss | (8,462,990) | (7,369,660) | (2,819,511) |
Consolidated balance sheet | |||
Total segment assets | 17,445,526 | 18,908,266 | 6,051,627 |
Total segment current liabilities | 1,560,567 | 2,411,430 | 2,360,626 |
Technology services | |||
Profit or loss [abstract] | |||
Revenue | 26,676,738 | 28,547,856 | 21,635,248 |
Gross profit | 11,673,110 | 13,980,842 | 9,020,583 |
Selling and administrative expenses | 6,799,249 | 4,606,557 | 4,576,823 |
Stock based compensation (note 11) | 7,299,427 | ||
Depreciation and amortization | 2,738,779 | 2,829,914 | 1,946,886 |
Foreign exchange loss (gain) (note 22) | (87,968) | (67,003) | (443,442) |
Interest, accretion and other financing expense | 10,169 | 2,436,720 | |
Other income | 9,369 | (10,348) | (1,340) |
Gain on contingent consideration | (332,569) | (946,503) | |
Gain on revaluation of options | (883,348) | ||
Gain on revaluation of restricted stock units | (208,448) | ||
Gain on revaluation of derivative warrant liability | (1,175,598) | ||
Impairment of intangibles | 2,258,369 | ||
Restructuring costs | 119,908 | ||
Current income tax expense | (875) | 106,986 | |
Deferred income tax recovery | 944,602 | (1,112,897) | |
Tax expense (recovery) | 118,133 | ||
Segment loss | (3,559,587) | 6,315,767 | 386,803 |
Consolidated balance sheet | |||
Total segment assets | 30,246,178 | 23,811,393 | 14,717,172 |
Total segment current liabilities | 8,732,796 | 5,948,073 | 3,114,908 |
Total segment non-current liabilities | 3,527,656 | 2,993,328 | 6,995,679 |
Corporate | |||
Profit or loss [abstract] | |||
Selling and administrative expenses | 4,852,944 | 416,075 | 2,980,379 |
Stock based compensation (note 11) | 725,316 | 195,113 | |
Interest, accretion and other financing expense | 2,263,494 | 6,124,720 | |
Other income | 762,575 | ||
Gain (Loss) on revaluation of conversion feature liability | 1,308,440 | (2,330,964) | |
Loss on repayment of long-term debt | 1,497,804 | ||
Business acquisition costs | 539,734 | 19,058 | 484,387 |
Segment loss | (7,656,172) | (10,091,413) | (2,091,490) |
Consolidated balance sheet | |||
Total segment current liabilities | 126,503 | 2,485,882 | |
Total segment non-current liabilities | $ 11,781,127 | $ 11,093,401 | $ 3,601,182 |
Segmented financial informati_4
Segmented financial information - Property and equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of operating segments [line items] | ||
Property and equipment | $ 460,974 | $ 215,835 |
Australia | ||
Disclosure of operating segments [line items] | ||
Property and equipment | 325,228 | 95,324 |
Canada | ||
Disclosure of operating segments [line items] | ||
Property and equipment | 113,242 | $ 120,511 |
United Kingdom | ||
Disclosure of operating segments [line items] | ||
Property and equipment | 14,084 | |
United State | ||
Disclosure of operating segments [line items] | ||
Property and equipment | $ 8,420 |
Segmented financial informati_5
Segmented financial information - Additional information (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segmented financial information | |
Number of reportable segments | 2 |
Revenue - Schedule of disaggreg
Revenue - Schedule of disaggregation of revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | $ 31,046,812 | $ 31,749,693 | $ 25,096,308 |
Technology services | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 26,676,738 | 28,190,993 | 21,013,483 |
Software licenses | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 1,365,882 | 1,013,854 | 272,513 |
Support and maintenance | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 1,772,203 | 1,519,424 | 2,263,952 |
SaaS | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 65,187 | 42,662 | 103,739 |
Subscription | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 189,359 | ||
Professional services | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 451,695 | 288,597 | 390,021 |
Hardware | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 442,077 | 657,711 | 715,027 |
Other Services | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 83,671 | 36,452 | 337,573 |
United State | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 18,980,591 | 22,180,946 | 14,484,717 |
Australia | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 9,523,257 | 8,531,854 | 9,042,475 |
United Kingdom | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 1,948,321 | 611,666 | 1,240,068 |
Canada | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 160,372 | 305,166 | 275,066 |
Other Countries | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | $ 434,271 | $ 120,061 | $ 53,982 |
Revenue (Details)
Revenue (Details) | 12 Months Ended | ||
Dec. 31, 2021customer | Dec. 31, 2020USD ($) | Dec. 31, 2019 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Percentage of revenue | 11.30% | 26.00% | |
One customer | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Number of customers | 1 | 1 | |
Percentage of revenue | 11.70% | ||
Two Customers | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Number of customers | 2 |
Expenses by nature (Details)
Expenses by nature (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Expenses by nature | |||
Employee and contractor expenses (note 17) | $ 33,603,690 | $ 22,682,199 | $ 19,509,742 |
Inventory, materials and other cost of sales | 1,719,616 | 1,043,844 | 940,685 |
Depreciation and amortization | 4,641,601 | 5,259,243 | 3,502,429 |
Facilities | 470,773 | 279,028 | 301,859 |
Professional and consulting fees | 4,099,129 | 1,566,224 | 1,031,364 |
Investor relations and other shareholder expenses | 792,457 | 288,778 | 305,527 |
Bad debt | 283,964 | 18,116 | 114,237 |
Marketing and advertising/promotion expenses | 177,894 | 226,104 | 162,848 |
Software license and IT expenses | 1,620,816 | 1,318,239 | 278,966 |
Telephone and internet | 283,207 | 260,634 | 514,006 |
Travel | 202,703 | 78,467 | 376,477 |
Insurance | 630,066 | 103,702 | 126,709 |
Office, administrative, and other operating expenses | 946,548 | 568,498 | 758,166 |
Foreign exchange loss (gain) (note 22) | 22,130 | (132,306) | 217,040 |
Total | $ 49,494,594 | $ 33,560,770 | $ 28,140,055 |
Employee and contractor expen_3
Employee and contractor expenses (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee and contractor expenses | |||
Salaries and wages and employee benefits | $ 14,575,551 | $ 11,060,315 | $ 10,985,999 |
Contract labour | 9,550,731 | 9,818,222 | 7,760,273 |
Stock-based compensation | 8,495,189 | 725,316 | 195,113 |
Other staff expense | 982,219 | 1,078,346 | 568,357 |
Total | $ 33,603,690 | $ 22,682,199 | $ 19,509,742 |
Right of use assets (Details)
Right of use assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | $ 309,566 | $ 647,046 | |
Ending Balance | 1,134,493 | 309,566 | $ 647,046 |
Cost | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | 1,141,822 | 1,084,864 | |
Acquisitions | 954,104 | ||
Additions | 56,925 | 1,072,426 | |
Disposals | (44,725) | ||
Foreign exchange | 21,369 | 44,758 | 12,438 |
Ending Balance | 2,117,295 | 1,141,822 | 1,084,864 |
Cost | Buildings | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | 1,105,554 | 1,048,596 | |
Acquisitions | 915,203 | ||
Additions | 56,925 | 1,036,158 | |
Disposals | (44,725) | ||
Foreign exchange | 21,369 | 44,758 | 12,438 |
Ending Balance | 2,042,126 | 1,105,554 | 1,048,596 |
Cost | Equipment | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | 36,268 | 36,268 | |
Acquisitions | 38,901 | ||
Additions | 0 | 36,268 | |
Disposals | 0 | ||
Foreign exchange | 0 | ||
Ending Balance | 75,169 | 36,268 | 36,268 |
Accumulated depreciation | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | (832,256) | (437,818) | |
Additions | 130,433 | 344,384 | 435,392 |
Disposals | (22,363) | ||
Foreign exchange | 20,113 | 72,417 | 2,426 |
Ending Balance | (982,802) | (832,256) | (437,818) |
Accumulated depreciation | Buildings | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | (810,295) | (426,516) | |
Additions | 122,600 | 333,725 | 424,090 |
Disposals | (22,363) | ||
Foreign exchange | 20,006 | 72,417 | 2,426 |
Ending Balance | (952,901) | (810,295) | (426,516) |
Accumulated depreciation | Equipment | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | (21,961) | (11,302) | |
Additions | 7,833 | 10,659 | 11,302 |
Disposals | 0 | ||
Foreign exchange | 107 | 0 | |
Ending Balance | $ (29,901) | $ (21,961) | $ (11,302) |
Lease obligations (Details)
Lease obligations (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lease obligations. | ||||
Lease obligations | $ 1,188,769 | $ 354,199 | $ 689,644 | $ 1,072,426 |
Additions | 953,868 | 12,199 | ||
Disposals | (67,787) | |||
Interest on lease liabilities | 34,712 | 53,549 | 86,470 | |
Interest payments on lease liabilities | (34,712) | (53,549) | (86,470) | |
Repayment of lease obligations (note 20) | (150,924) | (338,276) | (392,969) | |
Adjustments | 33,869 | (3,328) | ||
Foreign exchange difference | 31,626 | 24,550 | 13,515 | |
Lease obligations, December 31, 2020 | $ 1,188,769 | $ 354,199 | $ 689,644 | $ 1,072,426 |
Lease obligations - Lease liabi
Lease obligations - Lease liabilities (Details) | Dec. 31, 2021USD ($) |
Disclosure of initial application of standards or interpretations [line items] | |
Minimum payment | $ 1,508,914 |
2022 | |
Disclosure of initial application of standards or interpretations [line items] | |
Minimum payment | 446,571 |
2023 | |
Disclosure of initial application of standards or interpretations [line items] | |
Minimum payment | 477,290 |
2024 | |
Disclosure of initial application of standards or interpretations [line items] | |
Minimum payment | 337,842 |
2025 | |
Disclosure of initial application of standards or interpretations [line items] | |
Minimum payment | $ 247,211 |
Income taxes - Effective tax ra
Income taxes - Effective tax rate (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income taxes | |||
Statutory income tax rate | 26.50% | 26.50% | |
Net loss before income taxes | $ (18,735,022) | $ (12,089,338) | $ (4,425,043) |
Expected income tax recovery | (4,964,781) | (3,203,675) | (1,172,636) |
Difference in foreign tax rates | 163,190 | 202,331 | |
Share based compensation and non-deductible expenses | (3,470) | (114,257) | (202,553) |
Prior year true-ups | (48,507) | 75,227 | 119,972 |
Tax rate changes and other adjustments | 9,619 | 2,210 | (15,933) |
Recognition of previously unrecognized deferred tax assets | (317,387) | ||
Foreign exchange translation adjustment | (172,081) | ||
Change in tax benefits not recognized | 5,787,676 | 2,411,519 | 1,542,386 |
Income tax expense (recovery) | $ 943,727 | $ (944,032) | $ 99,155 |
Income taxes - Income tax expen
Income taxes - Income tax expenses (recovery) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Current income tax expense (recovery) | $ (875) | $ 106,986 | $ 93,580 |
Deferred income tax expense (recovery) | 944,602 | (1,051,018) | 5,575 |
Income tax expense (recovery) | 943,727 | $ (944,032) | $ 99,155 |
US Operations | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Current income tax expense (recovery) | $ 1,202,574 |
Income taxes - Components of de
Income taxes - Components of deferred tax assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets | $ 464,800 | $ 1,441,942 | |
Deferred tax liability (note 21) | (1,199,266) | (60,587) | |
Net deferred tax assets | (734,466) | 1,381,355 | $ 330,337 |
Non-capital losses carried forward | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets | 288,654 | 154,406 | |
Net deferred tax assets | 288,655 | 154,406 | 183,530 |
Intangible assets | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets | 59,668 | ||
Deferred tax liability (note 21) | (1,192,153) | (43,564) | |
Net deferred tax assets | (1,122,906) | 16,104 | (37,150) |
Right of use assets. | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Net deferred tax assets | 3,030 | ||
Reserves | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets | 176,146 | 1,227,868 | |
Net deferred tax assets | 176,145 | 1,227,868 | $ 180,927 |
Other | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax liability (note 21) | (7,113) | (17,023) | |
Net deferred tax assets | $ (76,360) | $ (17,023) |
Income taxes - Temporary differ
Income taxes - Temporary differences and carry-forwards (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Balance at beginning period | $ 1,381,355 | $ 330,337 |
Recognized in profit and loss | (944,602) | 1,051,018 |
Other | (1,171,219) | |
Balance at end period | (734,466) | 1,381,355 |
Non-capital losses carried forward | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Balance at beginning period | 154,406 | 183,530 |
Recognized in profit and loss | 134,249 | (29,124) |
Balance at end period | 288,655 | 154,406 |
Intangible assets | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Balance at beginning period | 16,104 | (37,150) |
Recognized in profit and loss | 27,655 | 53,254 |
Other | (1,166,665) | |
Balance at end period | (1,122,906) | 16,104 |
Right of use assets. | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Balance at beginning period | 3,030 | |
Recognized in profit and loss | (3,030) | |
Reserves | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Balance at beginning period | 1,227,868 | 180,927 |
Recognized in profit and loss | (1,051,723) | 1,046,941 |
Balance at end period | 176,145 | 1,227,868 |
Other | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Balance at beginning period | (17,023) | |
Recognized in profit and loss | (54,783) | (17,023) |
Other | (4,554) | |
Balance at end period | $ (76,360) | $ (17,023) |
Income taxes - Deductible tempo
Income taxes - Deductible temporary differences (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | $ 49,254,888 | $ 26,172,695 | |
Statutory income tax rate | 26.50% | 26.50% | |
Temporary differences associated with investments in subsidiaries | $ 250,000 | ||
Australian Subsidiaries | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Statutory income tax rate | 26.00% | 27.50% | 27.50% |
Property and equipment.. | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | $ 317,392 | $ 633,070 | |
Intangible assets | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 10,691,053 | 3,762,917 | |
Share issuance costs - 20(1) | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 474,873 | 318,920 | |
Non-capital losses carried forward - Canada | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 21,725,215 | 16,387,380 | |
Non-capital losses carried forward - US | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 10,537,511 | 344,750 | |
Non-capital losses carried forward - Australia | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 195,574 | ||
Capital losses carried forward - Canada | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 346,457 | 345,288 | |
Capital losses carried forward - Australia | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 537,322 | 570,372 | $ 245,455 |
Investment tax credits | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 597,175 | 595,160 | |
SR&ED pool | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 1,868,445 | 1,862,140 | |
Share appreciation rights plan obligations | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 153,638 | ||
Ontario SR&ED credit | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 92,507 | 92,195 | |
Contract liabilities | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 270,320 | 412,831 | |
Lease obligations | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 58,111 | 19,888 | |
Accrued vacation | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 38,584 | ||
Accrued liabilities | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 12,409 | ||
Accrued interest | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 1,257,173 | ||
Difference between cash and accrual basis | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 676,122 | ||
AFDA Reserve | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 117,163 | ||
Contingent Consideration Liabilities | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 445,972 | ||
Stock-based Compensation | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 149,343 | ||
Business acquisition expenses | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 314,633 | ||
Unrealized foreign exchange | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 674,146 | ||
Canadian loss carry-forwards | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 0 | $ 0 | $ 0 |
Non-capital losses carried forward - UK | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | $ 26,614 |
Risk management for financial_3
Risk management for financial instruments - Contractual undiscounted cash flows for operations (Details) | Dec. 31, 2021USD ($) |
Contractual undiscounted cash flows for operations | |
2022 | $ 7,075,243 |
2023 | 13,448,146 |
2024 | 640,379 |
2025 | 247,211 |
Contractual undiscounted cash flows | 21,410,979 |
Trade and other payables | |
Contractual undiscounted cash flows for operations | |
2022 | 5,380,701 |
Contractual undiscounted cash flows | 5,380,701 |
Lease obligations | |
Contractual undiscounted cash flows for operations | |
2022 | 446,571 |
2023 | 477,290 |
2024 | 337,842 |
2025 | 247,211 |
Contractual undiscounted cash flows | 1,508,914 |
Crown Capital debt | |
Contractual undiscounted cash flows for operations | |
2022 | 308,892 |
2023 | 12,165,330 |
Contractual undiscounted cash flows | 12,474,222 |
Contingent Consideration Wordz | |
Contractual undiscounted cash flows for operations | |
2022 | 77,249 |
2023 | 352,626 |
2024 | 282,537 |
Contractual undiscounted cash flows | 712,412 |
Contingent Consideration Auscript | |
Contractual undiscounted cash flows for operations | |
2022 | 150,000 |
Contractual undiscounted cash flows | 150,000 |
wordZXpressed SBA loan | |
Contractual undiscounted cash flows for operations | |
2022 | 114,507 |
Contractual undiscounted cash flows | 114,507 |
Wordz promissory note | |
Contractual undiscounted cash flows for operations | |
2022 | 357,323 |
2023 | 212,901 |
Contractual undiscounted cash flows | 570,224 |
HomeTech VTB loan | |
Contractual undiscounted cash flows for operations | |
2022 | 240,000 |
2023 | 240,000 |
2024 | 20,000 |
Contractual undiscounted cash flows | $ 500,000 |
Risk management for financial_4
Risk management for financial instruments - Credit risk (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of detailed information about financial instruments [line items] | |||
Percentage of change in significant exposure | 100.00% | 100.00% | 100.00% |
United State | |||
Disclosure of detailed information about financial instruments [line items] | |||
Percentage of change in significant exposure | 48.00% | 65.00% | 54.00% |
Australia. | |||
Disclosure of detailed information about financial instruments [line items] | |||
Percentage of change in significant exposure | 31.00% | 17.00% | 33.00% |
United Kingdom. | |||
Disclosure of detailed information about financial instruments [line items] | |||
Percentage of change in significant exposure | 14.00% | 16.00% | 11.00% |
Rest Of World | |||
Disclosure of detailed information about financial instruments [line items] | |||
Percentage of change in significant exposure | 7.00% | 2.00% | 2.00% |
Minimum | |||
Disclosure of detailed information about financial instruments [line items] | |||
Credit period | 30 days | ||
Maximum | |||
Disclosure of detailed information about financial instruments [line items] | |||
Credit period | 60 days |
Risk management for financial_5
Risk management for financial instruments - Trade receivable aging net of allowance of doubtful accounts (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of detailed information about financial instruments [line items] | |||
Trade and other receivables, net of allowance for doubtful accounts (notes 5, 6) | $ 5,594,368 | $ 4,475,751 | $ 3,169,545 |
0 to 30 days | |||
Disclosure of detailed information about financial instruments [line items] | |||
Trade and other receivables, net of allowance for doubtful accounts (notes 5, 6) | 2,490,940 | 2,902,154 | 2,286,445 |
31 to 60 days | |||
Disclosure of detailed information about financial instruments [line items] | |||
Trade and other receivables, net of allowance for doubtful accounts (notes 5, 6) | 973,641 | 661,408 | 636,975 |
61 to 90 days | |||
Disclosure of detailed information about financial instruments [line items] | |||
Trade and other receivables, net of allowance for doubtful accounts (notes 5, 6) | 623,990 | 487,560 | 51,222 |
91 days and older | |||
Disclosure of detailed information about financial instruments [line items] | |||
Trade and other receivables, net of allowance for doubtful accounts (notes 5, 6) | $ 1,505,797 | $ 424,629 | $ 194,903 |
Risk management for financial_6
Risk management for financial instruments - Allowance for doubtful accounts provision (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of changes in allowance account for credit losses of financial assets [abstract] | |||
Beginning of year | $ 123,338 | $ 902,215 | $ 769,930 |
Add: provision for allowance for doubtful accounts | 283,964 | 18,116 | 114,237 |
Less: write-offs | (112,116) | (815,817) | |
Foreign exchange adjustments | 21,016 | 18,824 | 18,048 |
Expected credit loss - end of year | $ 316,202 | $ 123,338 | $ 902,215 |
Risk management for financial_7
Risk management for financial instruments - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of detailed information about financial instruments [line items] | ||||
Allowance for doubtful accounts | $ 316,202 | $ 123,338 | $ 902,215 | $ 769,930 |
Foreign exchange (gain) loss | $ (22,130) | 132,306 | (217,040) | |
Australian Dollars | ||||
Disclosure of detailed information about financial instruments [line items] | ||||
Fluctuations in currency (In percentage) | 5.00% | |||
Foreign exchange (gain) loss | $ 23,000 | 58,000 | 1,000 | |
U.S. Dollar | ||||
Disclosure of detailed information about financial instruments [line items] | ||||
Fluctuations in currency (In percentage) | 5.00% | |||
Foreign exchange (gain) loss | $ 22,000 | 78,000 | 33,000 | |
Great Britain Pound | ||||
Disclosure of detailed information about financial instruments [line items] | ||||
Fluctuations in currency (In percentage) | 5.00% | |||
Foreign exchange (gain) loss | $ 30,000 | $ 23,000 | $ 0 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related party transactions | |||
Salaries and short-term employee benefits (i) | $ 1,821,211 | $ 1,141,349 | $ 1,018,166 |
Stock-based compensation | 7,600,415 | 169,969 | 106,959 |
Key management personnel compensation | $ 9,421,626 | $ 1,311,318 | $ 1,125,125 |
Other income (expense) (Details
Other income (expense) (Details) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2019USD ($)shares | Jan. 31, 2019CAD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Other income (expense). | ||||
Termination of operating lease | $ 3,042 | |||
Allowance for doubtful accounts | 5,454 | |||
Interest income | 1,068 | $ 1,340 | ||
Miscellaneous income | 809 | |||
Profit or loss | $ 10,373 | |||
Shares issued upon settlement of payables | $ 1,000,000 | $ 1,319,200 | ||
Shares issued upon settlement of payables (in shares) | shares | 659,600 | 659,600 | ||
Warrants exercisable period | 2 years | 2 years | ||
Warrants exercise price | $ / shares | $ 2.60 | |||
Fair value of units | 1,766,227 | |||
Other expense | $ 762,575 |
Subsequent events (Details)
Subsequent events (Details) | Mar. 30, 2022USD ($) | Mar. 30, 2022CAD ($) | Mar. 30, 2022CAD ($) | Dec. 31, 2021USD ($) |
Disclosure of non-adjusting events after reporting period [line items] | ||||
Notional amount | $ 13,579,599 | |||
Amendment crown debt facility | ||||
Disclosure of non-adjusting events after reporting period [line items] | ||||
Notional amount | $ 4,000,000 | $ 5,000,000 | ||
Amendment fee | $ 235,000 | $ 300,000 |