Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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, 2022 | |
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 | 34,649,697 | |
Document Fiscal Year Focus | 2022 | |
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 | Ernst & Young LLP | KPMG LLP |
Auditor Firm ID | 1263 | 85 |
Auditor Location | Toronto Canada | Vaughan, 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, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 1,657,571 | $ 10,583,534 |
Trade and other receivables, net of allowance for doubtful accounts (notes 5, 6) | 5,305,728 | 5,594,368 |
Income tax recoverable (note 21) | 104,670 | |
Inventories | 37,807 | 49,557 |
Prepaid expenses and deposits | 2,050,661 | 2,054,793 |
Total current assets | 9,156,437 | 18,282,252 |
Non-current assets | ||
Restricted cash | 463,743 | 303,945 |
Property and equipment (note 7) | 1,432,133 | 460,974 |
Right-of-use assets, net (note 19) | 1,058,600 | 1,134,493 |
Intangible assets, net (notes 4, 8) | 10,731,917 | 14,928,984 |
Goodwill (note 4, 8) | 12,047,048 | 12,440,557 |
Deferred tax assets (note 21) | 655,004 | 464,800 |
Total assets | 35,544,882 | 48,016,005 |
Current liabilities | ||
Trade and other payables and accrued liabilities | 5,937,880 | 5,679,628 |
Income tax payable (note 21) | 45,212 | 97,784 |
Share based payment liability (note 11) | 31,487 | 551,201 |
Derivative warrant liability (note 10) | 290,712 | 1,862,876 |
Current portion of long-term debt (note 9) | 8,634,258 | 1,109,713 |
Current portion of lease obligations (note 20) | 487,673 | 287,901 |
Contract liabilities | 1,745,415 | 1,003,187 |
Total current liabilities | 17,172,637 | 10,592,290 |
Non-current liabilities | ||
Deferred tax liability (note 21) | 868,643 | 1,224,640 |
Long-term debt (note 9) | 19,812 | 11,999,108 |
Long-term contingent consideration (note 4) | 166,603 | |
Long-term lease obligations (note 20) | 718,575 | 900,868 |
Other long-term liabilities | 1,121,805 | 1,042,938 |
Total liabilities | 19,901,472 | 25,926,447 |
Shareholders' Equity | ||
Capital stock (note 11) | 74,690,527 | 72,191,764 |
Contributed surplus | 5,892,192 | 4,842,208 |
Accumulated other comprehensive income (loss) | (1,214,354) | 74,526 |
Deficit | (63,724,955) | (55,018,940) |
Total shareholders' equity | 15,643,410 | 22,089,558 |
Total liabilities and shareholders' equity | $ 35,544,882 | $ 48,016,005 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | |||
Revenue (note 16) | $ 45,843,929 | $ 31,046,812 | $ 31,749,693 |
Cost of sales | 23,918,226 | 16,123,853 | 15,599,437 |
Gross profit | 21,925,703 | 14,922,959 | 16,150,256 |
Expenses (note 17) | |||
Selling and administrative expenses | 24,526,303 | 19,119,713 | 11,034,902 |
Research and development expenses | 734,115 | 1,092,108 | 1,074,178 |
Stock-based compensation (note 12) | 2,779,312 | 8,495,189 | 725,316 |
Gain on revaluation of options (note 11) | (1,511,399) | (1,028,055) | |
Gain on revaluation of RSUs (note 11) | (550,260) | (242,595) | |
Gain on revaluation of the derivative warrant liability (note 10) | (4,255,017) | (1,368,180) | |
Foreign exchange loss (gain) (note 22) | (452,068) | 22,130 | (132,306) |
Depreciation (notes 7, 19) | 579,249 | 257,099 | 445,995 |
Amortization (note 8) | 5,508,954 | 4,384,502 | 4,813,248 |
Interest expense (note 9) | 1,052,618 | 1,331,100 | 4,934,517 |
Accretion and other financing costs (note 9) | 1,231,194 | 967,106 | 1,216,949 |
Loss (gain) on contingent consideration (note 4) | 80,071 | (332,569) | (946,503) |
Loss on revaluation of conversion feature liability (note 9) | 1,308,440 | ||
Loss on repayment of long-term debt (note 9) | 1,497,804 | ||
Loss on extinguishment of debt (note 9) | 747,865 | ||
Impairment of goodwill and intangible assets | 2,258,369 | ||
Impairment of property and equipment (note 7) | 15,246 | ||
Restructuring costs | 323,075 | 432,702 | |
Business acquisition costs | 433,372 | 539,734 | 19,058 |
Other income | (1,291) | (12,003) | (10,373) |
Total expenses | 31,241,339 | 33,657,981 | 28,239,594 |
Current income tax (recovery) expense (note 21) | (105,256) | (875) | 106,986 |
Deferred income tax (recovery) expense (note 21) | (504,365) | 944,602 | (1,051,018) |
Income tax (recovery) expense (note 21) | (609,621) | 943,727 | (944,032) |
Net loss for the year | (8,706,015) | (19,678,749) | (11,145,306) |
Exchange gain (loss) on translating foreign operations | (1,288,880) | 153,432 | 56,152 |
Comprehensive loss for the year | $ (9,994,895) | $ (19,525,317) | $ (11,089,154) |
Net loss per share (note 13) | |||
Basic | $ (0.28) | $ (0.74) | $ (0.62) |
Diluted | $ (0.28) | $ (0.74) | $ (0.62) |
Weighted average number of common shares outstanding - basic (note 13) | 31,648,001 | 26,448,594 | 18,080,533 |
Weighted average number of common shares outstanding - diluted (note 13) | 31,648,001 | 26,448,594 | 18,080,533 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity | Capital Stock. USD ($) shares | Contributed surplus USD ($) | Deficit USD ($) | Accumulated other comprehensive income (loss) USD ($) | USD ($) Option |
Balance as at beginning of period at Dec. 31, 2019 | $ 21,987,937 | $ 4,552,528 | $ (24,194,885) | $ (135,058) | $ 2,210,522 |
Balance as at beginning of period (in shares) at Dec. 31, 2019 | shares | 10,852,617 | ||||
Comprehensive income (loss) for the year | (11,145,306) | 56,152 | (11,089,154) | ||
Issue of equity | $ 13,747,345 | 13,747,345 | |||
Issuance of common shares in private placement, net of issuance costs (notes 10,11) (Shares) | shares | 4,705,900 | ||||
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 | ||||
Comprehensive income (loss) for the year | (19,678,749) | 153,432 | (19,525,317) | ||
Issue of equity | $ 13,485,003 | 13,485,003 | |||
Issuance of common shares in private placement, net of issuance costs (notes 10,11) (Shares) | shares | 4,235,294 | ||||
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 (note 10) | $ 2,746,706 | (654,430) | $ 2,092,276 | ||
Shares issued due to exercise of warrants (in shares) (note 10) | 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 | ||||
Comprehensive income (loss) for the year | (8,706,015) | (1,288,880) | (9,994,895) | ||
Issue of equity | $ 1,898,271 | $ 1,898,271 | |||
Issuance of common shares in private placement, net of issuance costs (notes 10,11) (Shares) | shares | 3,551,852 | ||||
Shares issued due to exercise of stock options (note 11) (in shares) | Option | 0 | ||||
Shares issued upon settlement of payables (note 23) | $ 442,626 | $ 442,626 | |||
Shares issued upon settlement of payables (in Shares) | shares | 1,078,901 | ||||
Shares issued due to exercise of restricted shares units (note 11) | $ 157,866 | (214,539) | (56,673) | ||
Shares issued due to exercise of restricted shares units (note 11) (in shares) | 137,227 | ||||
Stock-based compensation (note 12) | 1,264,523 | 1,264,523 | |||
Balance as at ending of period at Dec. 31, 2022 | $ 74,690,527 | $ 5,892,192 | $ (63,724,955) | $ (1,214,354) | $ 15,643,410 |
Balance as at ending of period (in shares) at Dec. 31, 2022 | shares | 34,649,697 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash provided by (used in) Operating activities | |||
Net loss for the year | $ (8,706,015) | $ (19,678,749) | $ (11,145,306) |
Items not affecting cash: | |||
Depreciation (notes 7, 19) | 579,249 | 257,099 | 445,995 |
Amortization (note 8) | 5,508,954 | 4,384,502 | 4,813,249 |
Stock-based compensation (notes 11, 12) | 2,779,312 | 8,495,189 | 725,316 |
Loss on revaluation of conversion feature liability (note 9) | 1,308,440 | ||
Loss on repayment of long-term debt (note 9) | 1,497,804 | ||
Accretion and other financing costs (note 9) | 1,231,194 | 967,106 | 1,216,949 |
Interest expense (note 9) | 1,052,617 | 1,331,100 | 4,934,517 |
Taxes | (609,621) | 943,727 | (944,032) |
(Loss) gain on contingent consideration (note 4) | 80,071 | (332,569) | (946,503) |
Gain on revaluation of options, RSUs, and derivative warrant liability (note 10,11) | (6,316,676) | (2,638,830) | |
Impairment of goodwill and intangible assets | 2,258,369 | ||
Impairment of property and equipment (note 7) | 15,246 | ||
Payment of taxes (note 21) | (113,853) | ||
Loss on extinguishment of debt (note 9) | 747,865 | ||
Other income | (1,291) | (12,003) | (10,373) |
Foreign exchange (gain) loss (note 22) | (452,068) | 22,130 | (132,306) |
Unrealized foreign exchange (gain) loss | 360,190 | 139,250 | 174,251 |
Changes in non-cash operating working capital (note 14) | 1,395,097 | (2,002,506) | (773,287) |
Cash provided by (used in) operating activities | (2,335,876) | (8,238,407) | 3,423,083 |
Investing activities | |||
Purchase of property and equipment (note 7) | (1,202,489) | (79,204) | (202,297) |
Business acquisitions (note 4) | (298,927) | (9,135,131) | (4,411,500) |
Earn out payment (note 4) | (539,380) | (2,600,536) | (377,312) |
Development costs related to internally generated intangible assets (note 8) | (1,828,983) | (2,364,733) | (1,642,783) |
Change in restricted cash | (234,286) | (261,110) | (5,299) |
Cash used in investing activities | (4,104,065) | (14,440,714) | (6,639,191) |
Financing activities | |||
Issuance of share capital, net of issuance costs (notes 10, 11) | 4,053,476 | 16,715,000 | 13,747,345 |
Issuance cost reimbursement | 1,673 | ||
Proceeds from debt, net of issuance costs (note 9) | 4,827,175 | ||
Proceeds from exercise of stock options (note 11) | 246,160 | 10,568 | |
Proceeds from exercise of warrants (note 11) | 2,092,276 | 1,859,963 | |
Payment of amendment fees on debt (note 9) | (239,880) | ||
Repayment of debt (note 9) | (4,761,890) | (1,070,275) | (838,031) |
Repayment of lease obligations (note 20) | (270,795) | (150,924) | (338,276) |
Payment of interest on debt (note 9) | (1,040,596) | (1,277,202) | (1,052,576) |
Payment of interest on lease obligations (note 20) | (114,131) | (34,712) | (53,549) |
Cash provided by (used in) financing activities | (2,373,816) | 16,521,996 | 18,162,619 |
Net increase (decrease) in cash for the year | (8,813,757) | (6,157,125) | 14,946,511 |
Cash, beginning of year | 10,583,534 | 16,835,671 | 1,707,654 |
Effect of exchange rate changes on cash | (112,206) | (95,012) | 181,506 |
Cash, end of year | $ 1,657,571 | $ 10,583,534 | $ 16,835,671 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
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. 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, 2022 | |
Basis of preparation | |
Basis of preparation | 2. (a) Statement of compliance These consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements have been prepared using the accounting policies in note 3. The preparation of consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 2d and 3. These consolidated financial statements have been authorized for issue in accordance with a resolution from the Board of Directors on March 30, 2023. (b) Basis of measurement The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and financial liabilities to fair value as noted below. Presentation of the consolidated statements of financial position differentiates between current and non-current assets and liabilities. The consolidated statements of loss and comprehensive loss are presented using the function classification of expenses. (c) Functional currency, presentation currency and foreign currency translation The financial results of each subsidiary consolidated in the Company’s consolidated financial statements are measured using the subsidiary’s functional currency, which is the currency of the primary economic environment in which the entity operates for each of the Company’s wholly owned subsidiaries. The following are the functional currencies of each of the subsidiaries: Company/Subsidiary Functional currency VIQ Solutions Inc. CAD Dataworxs Systems Limited CAD VIQ Solutions, Inc. USD VIQ Australia PTY Ltd. AUD Dataworxs Systems Australia Ltd. AUD VIQ Solutions PTY Ltd. AUD VIQ Solutions Australia PTY Ltd. AUD VIQ PTY Ltd. AUD VIQ Australia Services PTY Ltd. AUD VIQ Services Inc. USD Net Transcripts, Inc. USD Hometech, Inc. USD Transcription Express, Inc. USD VIQ Media Transcription Inc. USD wordZexpressed, Inc. USD VIQ Solutions (UK) Limited GBP VIQ Services (UK) Limited GBP The Transcription Agency LLP GBP Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in currencies other than an operation’s functional currency are recognized in the consolidated statements of loss and comprehensive loss. USD / CAD exchange rate December 31, 2022 December 31, 2021 December 31, 2020 Closing at the reporting date 0.7370 0.7874 0.7847 Average rate for the year 0.7685 0.7976 0.7480 USD / AUD exchange rate December 31, 2022 December 31, 2021 December 31, 2020 Closing at the reporting date 0.6805 0.7261 0.7708 Average rate for the year 0.6940 0.7525 0.6901 USD / GBP exchange rate December 31, 2022 December 31, 2021 December 31, 2020 Closing at the reporting date 1.2103 1.3510 1.3648 Average rate for the year 1.2368 1.3762 1.2831 The financial statements of entities that have a functional currency different from the presentation currency of USD are translated into USD as follows: assets and liabilities at the closing rate at the date of the consolidated statement of financial position and income and expenses at the average rate of the period as this is considered a reasonable approximation to actual rates. All resulting changes are recognized in other comprehensive income (loss) as Exchange gain (loss) on translating foreign operations. The Company has monetary items that are receivable from foreign operations. A monetary item for which settlement is neither planned nor likely to occur in the foreseeable future is, in substance, a part of the parent company’s net investment in that foreign operation. Such exchange differences are recognized initially in other comprehensive income and reclassified from equity to net loss on disposal of the net investment in foreign operations. (d) Use of estimates and judgements The preparation of the consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the application of the Company’s accounting policies and the amounts reported in the consolidated financial statements and the related notes. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. These estimates have been applied in a manner consistent with that in prior periods and there are no known trends, commitments, events or uncertainties that the Company believes will materially affect the assumptions utilized in these consolidated financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis and revisions to estimates are recognized prospectively. The estimates are impacted by many factors, some of which are highly uncertain, and actual results may differ from those estimates The continuing uncertainty around the outbreak of the novel coronavirus (“COVID-19”) pandemic required the use of judgments and estimates in the preparation of the consolidated financial statements for the years ended December 31, 2022 and 2021. The future impact of COVID-19 uncertainties could generate, in future reporting periods, a significant impact to the reported amounts of assets, liabilities, revenue and expenses in these and any future consolidated financial statements. Examples of accounting estimates and judgments that may be impacted by the pandemic include, but are not limited to, impairment of goodwill and intangible assets and allowance for doubtful accounts. The areas with significant 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 volatility and forfeiture rates for equity issued under the Company’s stock option plan. Changes in these assumptions will impact the calculation of fair value and the amount of compensation expense recognized in the consolidated statements of loss and comprehensive loss. ● Warrants – Similar to other stock-based compensation, management uses judgment to determine the inputs to the Black-Scholes option pricing model including the volatility and expected life. Changes in these assumptions will impact the calculation of fair value and the value attributed to the warrants. ● Internally generated development costs – Management monitors the progress of internal research and development projects and uses judgment to distinguish research from the development phase. Expenditures during the research phase are expensed as incurred. Development costs are recognized as an intangible asset when the Company can demonstrate certain criteria in accordance with IAS 38, Intangible Assets . ● Functional currency – The functional currency of the Company and its subsidiaries requires management judgment and it has been assessed by management based on consideration of the currency and economic factors that mainly influence revenues, operating costs, financing and related transactions. Changes to these factors may have an impact on the judgment applied in the future determination of the Company’s and its subsidiaries’ functional currency. ● Income taxes – At the end of each reporting period, the Company assesses whether the realization of deferred tax benefits is sufficiently probable to recognize deferred tax assets. This assessment requires the exercise of judgment on the part of management with respect to, among other things, benefits that could be realized from available income tax strategies and future taxable income, as well as other positive and negative factors. The recorded amount of total deferred tax assets could be reduced if estimates of projected future taxable income and benefits from available income tax strategies are lowered, or if changes in current income tax regulations are enacted that impose restrictions on the timing or extent of the Company’s ability to utilize deferred tax benefits. The Company’s effective income tax rate can significantly vary quarter-to-quarter for various reasons, including the mix and volume of business in lower income tax jurisdictions and in jurisdictions for which no deferred income tax assets have been recognized because management believed it was not probable that future taxable profit would be available against which income tax losses and deductible temporary differences could be utilized. The Company’s effective income tax rate can also vary due to the impact of foreign exchange fluctuations. ● Allocation of the transaction price to multiple performance obligations in contracts with customers - Contracts with customers sometimes include promises to deliver multiple products and services. Determining whether such bundled products and services are considered i) distinct performance obligations that should be separately recognized, or ii) non-distinct and therefore should be combined with another good or service and recognized as a combined unit of accounting may require judgment. The determination of the standalone selling price (“SSP”) is based on the selling prices charged by the Company when it sells each of the products and services separately. The total transaction price is allocated to each of the distinct performance obligations using the relative SSP of the various products and services. In general, SSP for support and maintenance is established as a percentage of the software license fee as supported by internal analysis of similar vendor contracts. SSP for licenses as well as for professional services is established based on observable prices for the same or similar services when sold separately. Management exercises judgment in determining whether a contract’s outcome can be estimated reliably. Management also applies estimates in the calculation of future contract costs and related profitability as it relates to labour hours and other considerations, which are used in determining the value of amounts recoverable on contracts and timing of revenue recognition. Estimates are continually and routinely revised based on changes in the facts relating to each contract. ● Allowance for doubtful accounts - The Company performs impairment testing annually for accounts receivable in accordance with IFRS 9, Financial Instruments (“IFRS 9”). The expected credit loss (“ECL”) model requires judgment, including consideration of how changes in economic factors affect ECLs, which are determined on a probability-weighted basis. The Company applies the simplified approach to determine ECLs on trade receivables by using a provision matrix based on historical credit loss experiences. The historical results were used to calculate the run rates of default, which were then applied over the expected life of the trade receivables, adjusted for forward-looking estimates. ● Goodwill impairment testing and recoverability of assets – Goodwill and indefinite-life intangible assets are reviewed annually for impairment, or more frequently when there are indicators that impairment may have occurred, by comparing the carrying value of the asset, or the cash-generating unit (“CGU”) reflecting the lowest level at which assets generate independent cash flows, to the asset or CGU’s recoverable amount. Management uses judgment in assessing the CGUs and estimates the recoverable values of the Company’s CGUs by using internally developed valuation models that consider various factors and assumptions including earnings margins, revenue growth rates, discount rates and terminal growth rates.. The use of different assumptions and estimates could influence the determination of the existence of impairment and the valuation of goodwill and indefinite-life intangible assets. The recoverable amounts of the CGUs are estimated based on the assessment of the higher of their value in use using a discounted cash flow approach and fair value less cost to sell. ● Purchase price allocation – In a business combination, all identifiable assets acquired, and liabilities and contingent liabilities assumed are recorded at their fair values. For any intangible asset acquired, management or where the complexity of the estimate requires, an independent valuation expert at the direction of management, develops the fair value using appropriate valuation techniques, which are generally based on a forecast of the revenue attributable to the acquired business, annual customer attrition rates and royalty rates, earnings before interest, taxes, depreciation and amortization and discount rates. The valuations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. All acquisitions have been accounted for using the acquisition method. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. However, the measurement period will last no greater than one year from the acquisition date. ● Contingent consideration - The Company measures the contingent consideration payable in a business combination at the estimated fair value at each reporting date. The fair value is estimated based on the range of possible outcomes and management’s assessment of the likelihood of each outcome. ● Incremental borrowing rate used to discount leases – The Company’s incremental borrowing rate is used to estimate the initial value of the lease liability and associated right-of-use asset. The Company’s incremental borrowing rate is determined with reference to the Company’s long-term debt, which represents the amount that the Company could borrow at within a similar time frame. ● Property and equipment and definite life Intangible assets - the recoverability of plant and equipment and definite life intangible assets are amortized over their useful economic lives and assessed for impairment whenever there is an indication that the intangible assets may be impaired. The amortization period and the amortization method for intangible assets with finite useful lives are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the assets are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
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.; (ii) the operations of Dataworxs Systems Limited and its wholly owned subsidiary Dataworxs Australia Pty Ltd. (collectively, “Dataworxs”); (iii) the operations of VIQ Australia Pty. Limited and its wholly-owned subsidiaries VIQ Solutions Pty. Ltd. , VIQ Solutions Australia PTY Ltd, VIQ Pty Ltd and VIQ Australia Services Pty Ltd. (collectively, “VIQ Australia Pty Limited”), (iv) the operations of VIQ Services Inc. and its wholly owned subsidiaries, Net Transcripts, Inc., Transcription Express, Inc., HomeTech, Inc., VIQ Media Transcription Inc. (“VIQ Media”), and wordZXpressed, Inc., and (v) the operations of VIQ Solutions (UK) Limited, and its wholly owned subsidiary VIQ Services (UK) Limited and The Transcription Agency LLP (“TTA”). Subsidiaries are entities controlled by the Company where control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date control ceases. All intercompany balances, transactions, income and expenses have been eliminated on consolidation. Inventories Inventories of finished goods and raw materials and supplies are valued at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less any applicable selling expenses. Cost is determined on a weighted average basis. Reversals of previous write-downs to net realizable value are recognized when there is a subsequent increase in the value of inventories. Restricted cash Restricted cash is recorded at fair value. Changes to fair value are recorded in the consolidated statements of loss and comprehensive loss in the period incurred. Restricted cash is required to satisfy operating lease and customer contractual requirements. Property and equipment Property and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses. Rates and basis of depreciation applied to write off the cost of property and equipment to their residual values over their estimated useful lives are as follows: Furniture and fixtures 10-13 years Computer , software and transcription in equipment 3-4 years Leasehold improvements Over the term of the lease An asset’s residual value, useful life and depreciation method are reviewed, and adjusted prospectively if appropriate, on an annual basis. Repairs and maintenance costs are charged to the consolidated statements of loss and comprehensive loss during the period which they are incurred. Gains and losses on disposals of property and equipment are determined by comparing the proceeds with the carrying amount of the asset and are included as part of selling and administrative expenses in the consolidated statements of loss and comprehensive loss. Intangible assets Intangible assets with finite lives that are acquired separately are measured on initial recognition at fair value, which comprises the purchase price plus any directly attributable costs of preparing the asset for its intended use. The Company’s acquired intangible assets consist of customer relationships, acquired technology, non-compete agreements and brands acquired in business combinations. These intangible assets are recorded at their fair value at the respective acquisition date. The Company uses the income approach as a valuation technique that calculates the fair value of an intangible asset based on the present value of future cash flows that the asset can be expected to generate over its remaining useful life. The discounted cash flow (“DCF”) is the methodology used, which is a form of the income approach that begins with a forecast of the annual cash flows a market participant would expect the subject intangible asset to generate over a discrete projection period. The future cash flows for each of the years in the discrete projection period are then converted to their present value equivalent using a rate of return appropriate for the risk of achieving the intangible assets’ projected cash flows, again, from a market participant perspective. The Company relies on the relief-from-royalty method to value the acquired technology and brand and the Multi-Period Excess Earnings Method (“MEEM”) to value customer relationship assets. After initial recognition, intangible assets are measured at cost less accumulated amortization and impairment losses. The estimated useful lives at acquisition date for the Company’s classes of intangible assets are as follows: Acquired technology 5 years Customer relationships 4.8 – 13 years Brands 1 – 2 years Non-compete agreements Term of agreement The estimated useful life and amortization methods are reviewed annually, with the effect of any change in estimate being accounted for on a prospective basis. These assets are subject to an impairment test as described below. The Company’s internally generated intangible assets consist of developed technologies. The Company incurs costs associated with the design and development of new products. Expenditures during the research phase are expensed as incurred. Expenditures during the development phase are capitalized if the Company can demonstrate each of the following criteria: (i) the technical feasibility of completing the intangible asset so that it will be available for use or sale, (ii) its intention to complete the intangible asset and use or sell it, (iii) its ability to use or sell the intangible asset, (iv) how the intangible asset will generate probable future economic benefits, (v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, and (vi) its ability to measure reliably the expenditure attributable to the intangible asset during its development; otherwise, they are expensed as incurred. Costs associated with maintaining computer software programs are recognized as an expense as incurred. Internally generated software development costs recognized as intangible assets are carried at cost less any accumulated amortization on a straight- line basis over 3 years after they are completed. These assets are subject to an impairment test as described below. Business combinations IFRS 3, Business Combinations When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation based on the facts and circumstances at the acquisition date. Business acquisition costs incurred are expensed and included in transaction costs. Measurement period adjustments are adjustments that arise from additional information obtained during the “measurement period” (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (ii) fair value of the net identifiable assets acquired is recorded as goodwill. Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each CGU or a group of CGUs that is expected to benefit from the synergies of the combination. A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in the consolidated statements of loss and comprehensive loss. An impairment loss recognized for goodwill is not reversed in subsequent periods. On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Determining whether goodwill is impaired requires an estimation of the higher of fair value less costs of disposal and value in use of the CGUs to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value. Capital stock Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. The proceeds from the issuance of units (shares and warrants) are bifurcated between capital stock and warrants, with the value of the warrants determined using the Black-Scholes option pricing model. Financial instruments Financial assets Recognition and initial measurement The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in the consolidated statements of loss and comprehensive loss when incurred. Classification and subsequent measurement On initial recognition, financial assets are classified as subsequently measured at amortized cost, fair value through other comprehensive income (“FVOCI”) or FVTPL. The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics. Financial assets are classified as follows: ● Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in the consolidated statements of loss and comprehensive loss. Financial assets measured at amortized cost are comprised of trade receivables. ● FVOCI – Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at FVOCI. Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in the consolidated statements of loss and comprehensive loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to net loss. The Company does not hold any financial assets measured at FVOCI. ● Mandatorily FVTPL– Assets that do not meet the criteria to be measured at amortized cost or fair value through other comprehensive income are measured at fair value through profit or loss. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. Financial assets mandatorily measured at FVTPL are comprised of cash and cash equivalents. ● Designated at FVTPL – On initial recognition, the Company may irrevocably designate a financial asset to be measured at FVTPL in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income and changes in the financial assets’ carrying amount are recognized in the consolidated statements of loss and comprehensive loss. The Company does not hold any financial assets designated to be measured at FVTPL. Business model assessment The Company assesses the objective of its business model for holding a financial asset at a level of aggregation that best reflects the way the business is managed and information is provided to management. Information considered in this assessment includes stated policies and objectives. Contractual cash flow assessment The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual terms. For this purpose, “principal” is defined as the fair value of the financial asset on initial recognition. “Interest” is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the Company considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Company’s claim to cash flows, and any features that modify consideration for the time value of money. The Company measures all equity investments at fair value. Changes in fair value are recorded in the consolidated statements of loss and comprehensive loss. The Company does not hold any equity investments. Impairment of financial assets The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets measured at FVTPL. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions. The Company applies the simplified approach for trade receivables. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets’ contractual lifetime. The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit-impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses. For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the consolidated statements of financial position sheet as a deduction from the gross carrying amount of the financial asset. Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof. Financial liabilities Recognition and initial measurement The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at FVTPL for which transaction costs are immediately recorded in the consolidated statements of loss and comprehensive loss. Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the Classification and subsequent measurement Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains and losses relating to a financial liability are recognized in profit or loss. IFRS 9 contains three classification categories for financial assets: measured at amortized cost, FVOCI and FVTPL. The classification for each class of the Company’s financial assets and financial liabilities is as follows: Financial assets and liabilities IFRS 9 Classification Cash and restricted cash Amortized cost Trade and other receivables Amortized cost Trade and other payables Amortized cost Long-term debt Amortized cost Share-based payment liability FVTPL Derivative warrant liability FVTPL Compound financial instruments Convertible notes issued with warrants are evaluated as to whether any embedded derivatives need to be separated from the host instrument. In accordance with IAS 32.31 for compound financial instruments, because equity instruments are defined as contracts evidencing a residual interest in the assets of an entity after deducting all of its liabilities, the warrants are assigned the residual amount of the consideration after deducting the fair value of the liability components and are subsequently carried at historical cost. The liability components represent the host debt and the embedded conversion feature. The embedded derivative conversion option is separated from its host contract on the basis of its stated terms and initially measured at fair value using the Black-Scholes model, with the host debt contract being the residual amount after separation. Subsequently, the loan payable component is measured at amortized cost using the effective interest method over the term of the loan. The loan component is accreted to the face value by recording accretion expense. The values of the conversion feature are re-measured at each reporting date until settlement, with changes in the fair value recorded in the consolidated statements of loss and comprehensive loss. Unit issuances comprising one common share and one Leases In accordance with IFRS 16, Leases The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right- of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. Impairment of property and equipment, definite-life intangible assets and goodwill For purposes of assessing impairment under IFRS, assets are grouped in CGUs, the lowest levels for which the group of assets can generate largely independent cash inflows. The Company has six CGUs, which consist of VIQ Australia, VIQ US, VIQ Media, VIQ UK, Dataworx and VIQ Solutions Inc., and the CGUs with goodwill or indefinite-lived intangible assets are tested for impairment at least annually. All other long-lived assets and finite life intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s or CGU’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell or value-in-use. To determine the value in use, management estimates expected future cash flows from the CGU and determines a suitable pre-tax discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures is directly linked to the Company’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount rates have been determined for each of the CGUs and reflect their respective risk profile as assessed by management. Impairment losses for the CGUs reduce first the carrying amount of any goodwill allocated to that CGU, with any remaining impairment loss charged pro rata to the other assets in the CGU. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment charge is reversed if the asset’s recoverable amount exceeds its carrying amount only to the extent that the new carrying amount does not exceed the carrying value of the asset had it not originally been impaired. Property and equipment and definite life intangibles are tested for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. For the purpose of measuring recoverable values, assets are grouped at the lowest levels for which there are separately identifiable cash flows, which are its CGUs. The recoverable value is the higher of an asset’s fair value less costs of disposal and value in use (being the present value of the expected future cash flows of the relevant asset or CGU). In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risk specific to the asset. An impairment loss is recognized for the value by which the asset’s carrying value exceeds its recoverable value. Revenue recognition Revenue represents the amount of consideration the Company expects to receive for the delivery of products and services in its contracts with customers, net of discounts and sales taxes. The Company reports revenue mainly under eight revenue categories, being, Technology services, Software license, Support and maintenance, Software as a service (“SaaS”), Subscription, Professional services, and Hardware and other. Revenue is recognized upon transfer of control of products or services to customers at an amount that reflects the transaction price the Company expects to receive in exchange for the products or services. The Company’s contracts with customers may include the delivery of multiple products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The accounting for a contract or contracts with a customer that contain multiple performance obligations requires the Company to allocate the contract or contracts’ transaction price to the identified distinct performance obligations. Technology services revenue consists of fees charged for recurring services provided to our customers. Technology service revenue is recognized when the service is delivered to the customer. The Company has select customers where a flat rate is charged and revenue is recognized over time. Software license revenue is composed of non-recurring license fees charged for the use of the Company’s software products generally licensed under perpetual arrangements and to a lesser extent sale of third-party license software. The Company sells on- premises software licenses on a perpetual basis. On-premises software licenses are bundled with software maintenance and support services for a term. The license component and maintenance and support components are each allocated revenue using their relative estimated SSP. Revenue from the license of distinct software is recognized at the time that both the right to use the software has commenced and the software has been made available to the customer. Support and maintenance and other recurring revenue primarily consist of fees charged for customer support on the Company’s software products post-delivery. Certain of the Company’s contracts with customers contain provisions that require the customer to agree to first-year support and maintenance in order to maintain the active right to use a perpetual license. Support and maintenance and other recurring revenue primarily consists of fees charged for customer support on software products post- delivery. Revenue from SaaS arrangements, which allows customers to use hosted software over a term without taking possession of the software, is provided on a subscription basis. Revenue from the SaaS arrangement, which includes the hosted software and maintenance and digital transcription services, is recognized ratably over the term of the subscription. Professional service revenue consists of fees charged for customization, implementation, integration, training and ongoing services associated with the Company’s software products and technology services. Professional services are typically billed on a time and material basis and revenue is recognized over time as the services are performed. For professional services contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of services performed. Hardware revenue includes the resale of third-party hardware that forms part of the overall customer solutions. Hardware revenue is recognized when the goods are shipped. Cost of sales Cost of sales for the technology segment includes the cost of finished goods inventory, costs related to shipping and handling and expenses relating to software support services. Cost of sales for the technology services segment includes production wages and other associated costs. Income taxes The income tax provision comprises current and deferred tax. Income tax is recognized in the consolidated statements of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Deferred tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the asset is realized or liability is settled. Deferred tax assets are recognized for deductible temporary differences, unused tax losses and other income tax deductions to the extent that it is probable the Company will have taxable income against which those deductible temporary differences, unused tax losses and other income tax deductions can be utilized. The extent to which deductible temporary differences, unused tax losses and other income tax deductions are expected to be realized is reassessed at the end of each reporting period. In a business combination, temporary differences arise as a result of differences in the fair values of identifiable assets and liabilities acquired and their respective tax bases. Deferred tax assets and liabilities are recognized for the tax effects of these differences. Deferred tax assets and liabilities are not recognized for temporary differences arising from goodwill or from the initial recognition of assets and liabilities acquired in a transaction other than a business combination that do not affect either accounting or taxable income or loss. Net loss per common share Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is calculated by dividing the applicable net loss by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the period. The dilutive effect of outstanding stock options and warrants on earnings per share is calculated by determining the proceeds for the exercise of such securities which are then assumed to be used to purchase common shares of the Company. Stock-based compensation The Company has a stock option plan, a Deferred Share Units (“DSU”) plan, a Performance Share Units (“PSU”) plan and a Restricted Share Units (“RSU”) plan, with units under such plans awarded to certain employees and directors. The fair value of the stock options granted that represent equity awards are measured using the Black-Scholes option pricing model. For stock options, the model considers each tranche with graded vesting features as a separate share option grant. Forfeitures for the stock options are estimated on the grant date and revised if the actual forfeitures differ from previous estimates. This fair value is recognized as share-based compensation expense over the vesting periods, with a related credit to contributed surplus. The contributed surplus balance is reduced as options are exercised through a credit to share capital. The consideration paid by option holders is credited to share capital when the options are exercised. The fair value of PSUs and RSUs granted that represent equity awards are measured at the value of the common shares. This fair value is recognized as share-based compensation expense over the vesting periods, with a related credit to contributed surplus. The contributed surplus balance is reduced as PSUs and RSUs are exercised through a credit to share capital. Eligible executives and directors may elect to receive RSUs equivalent in value of common shares of the Company in lieu of certain cash payments. Share-based compensation expense is recorded in the year of receipt of the RSUs and changes in the fair value of outstanding RSUs, including deemed dividend equivalents, are recorded as an expense in the period that they occur with a corresponding increase to the liability. Eligible directors and officers may be granted awards of DSUs, PSUs and RSUs equivalent in value of the Shares of the Company. DSUs, PSUs and RSUs vest after three to five years and are settled in equity or cash at the end of the restriction period or in the case of DSUs when the executive is no longer employed with the Company. The holders of the DSUs will only be able to redeem the DSUs in shares upon cessation of their service with the Company; therefore, the Company records DSUs as equity. Grants of DSUs are recorded at fair value in selling and administrative expense at the time of grant. The quoted market price of the underlying shares on the grant date is considered to be equivalent to fair value for the DSUs. The charge to equity for DSUs is not updated to fair value at each subsequent reporting period. Upon settlement, the amount recognized in contributed surplus for the award is reclassified to share capital, with any premium or discount applied to deficit. Government assistance The Company recognizes government grants when there is reasonable assurance that the grant will be received, and any conditions associated with the grant have been met. Grants that compensate the Company for expenses incurred are recognized in the consolidated statements of loss and comprehensive loss as a reduction of the related expenses in the period in which they are earned, provided the conditions for receiving the grant are met in that period. Research and development credits Investment tax credits are accrued when qualifying expenditures are incurred and there is reasonable assurance that the credits will be realized. Investment tax credits earned with respect to current expenditures for qualified research and development activities are included in the consolidated statements of loss and comprehensive loss as a reduction of expenses. Investment tax credits associated with capital expenditures are reflected as reductions in the carrying amounts of capital assets. Comprehensive loss Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) represents changes in shareholders’ equity and includes foreign exchange gains and losses on the translation of the financial statements of the Company’s foreign operations into its presentation currency and is presented as accumulated other comprehensive income (loss) on the consolidated statements of financial positio |
2021 Acquisition
2021 Acquisition | 12 Months Ended |
Dec. 31, 2022 | |
2021 Acquisition | |
2021 Acquisition | 4. 2021 Acquisition On December 13, 2021, the Company, through its Australia subsidiary VIQ Solutions Australia Pty Ltd., acquired certain assets of Auscript Australasia Pty Ltd. (“Auscript”). Auscript is a leading supplier of secure court recording and transcription services for courts and law firms throughout Australia and complements the Company’s transcription services business. As part of this transaction, $150,000 was paid as contingent consideration via a performance-based earn-out paid in August 2022. The acquisition was funded by utilizing cash on hand; $7,496,856 was paid during 2021 and an additional $298,927 was paid for the final working capital adjustment contemplated in the purchase agreement and based on final negotiations between the Company and the Seller on August 5, 2022. The acquisition completed during the year ended December 31, 2021 was determined to be a business combination and was accounted for using the acquisition method in accordance with IFRS 3, with the results of operations consolidated with those of the Company effective December 13, 2021 for Auscript. The Company has retrospectively adjusted the purchase price allocation and restated the previously reported consideration and goodwill, intangible customer relationship, intangible brands and deferred tax liabilities in accordance with the requirements of IFRS 3 in regards to measurement period adjustments. The measurement period adjustment of $298,927 relates to additional consideration paid upon the finalization and settlement of the working capital adjustment with the seller. The total consideration for the Auscript acquisition and the purchase price allocation (“PPA”) is as follows: Previously Reported at Restated at December 31, December 31, 2021 Adjustment 2021 Consideration Cash (i) $ 7,496,856 $ 298,927 $ 7,795,783 Contingent consideration 150,000 — 150,000 Total consideration $ 7,646,856 $ 298,927 $ 7,945,783 Identifiable assets acquired and liabilities assumed Trade and other receivables, net of allowance for doubtful accounts 2,124,687 — 2,124,687 Prepaid expenses and deposits 168,009 — 168,009 Property and equipment 283,394 — 283,394 Right-of-use assets 912,910 — 912,910 Trade and other payable and accrued liabilities (1,886,414) — (1,886,414) Current portion of contract liabilities (44,313) — (44,313) Lease obligations (911,101) — (911,101) Deferred tax liability (852,557) (25,374) (877,931) Customer relationships 2,552,075 152,940 2,705,015 Non-compete 57,030 — 57,030 Brand 734,256 13,904 748,160 Goodwill $ 4,508,880 $ 157,457 $ 4,666,337 (i) Cash consideration was recorded in Trade and other payables and accrued liabilities as at December 31, 2021 and was paid on August 5, 2022. 2020 acquisition: On January 31, 2020, the Company through its US subsidiary, VIQ Media Transcription Inc., acquired 100% of the assets of ASC. ASC was a provider of transcription services focused on the multi-speaker transcription market, serving both government and public ‘content creation space’ and complementing the Company’s transcription services business. As part of this transaction, an estimated $2,038,596 was to be paid as contingent consideration via a performance-based earn-out payable quarterly over 30 months. With respect to the contingent consideration, the Company had agreed to make quarterly payments to the sellers between July 15, 2020 and April 15, 2023 based on the achievement of quarterly revenue targets as defined in the purchase agreement. At the date of acquisition, contingent consideration was measured on a discounted cash flow basis, reflecting the present value of undiscounted expected future payments of $2,948,083 which is the expected payout based on forecast revenues at that date, discounted using a risk-adjusted discount rate of 20.6 percent. On December 23, 2021, the Company entered into a settlement agreement with the former owners of ASC to settle all earnout payment obligations in the amount of $1,165,770 and recorded a gain on settlement of $130,220. The total contingent consideration payable to ASC at December 31, 2022 was $nil (2021 - $nil and 2020 - $1,145,677). On February 26, 2020, the Company, through its US subsidiary VIQ Services Inc., acquired 100% of the shares of WordZXpressed Inc. WordZ is a provider of English transcription services to medical service providers and to insurance companies in the USA and complements the Company’s transcription services business. As part of this, an estimated $1,671,670 was to be paid as contingent consideration via a performance-based earnout payable quarterly over 36 months. The Company had agreed to make quarterly payments to the sellers between October 1, 2020 and July 1, 2023 based on the achievement of quarterly revenue targets as defined in the purchase agreement. At the date of acquisition, contingent consideration was measured on a discounted cash flow basis, reflecting the present value of undiscounted expected future payments of $2,175,231, which is the expected payout based on forecast revenues, discounted using a risk-adjusted discount rate of 16.1%. The acquisitions completed during the year ended December 31, 2020 were each determined to be a business combination and were accounted for using the acquisition method in accordance with IFRS 3 with the results of operations consolidated with those of the Company effective January 31, 2020 for ASC and February 26, 2020 for WordZ During the year ended December 31, 2022, the Company further revised the forecasted quarterly revenue target achievements and reported a loss on contingent consideration of $80,071 for Wordz (2021 - $202,350, which is comprised of a loss on contingent consideration of $32,621 for the additional earnout payable for WordZ and a gain on contingent consideration of $234,971 for the reduction in earnout payable for ASC and 2020 - $946,503 was reported as a gain on contingent consideration of which $89,449 was recorded as additional earnout payable for ASC and $1,035,952 was recorded as a reduction in earnout payable for WordZ). Additionally, accretion expense of $29,669 was recorded during the year ended December 31, 2022 for WordZ (2021 - $455,675 and 2020 - $377,312 was recorded for ASC and WordZ). Earnout payments totaling $389,380 (2021 - $1,434,766 and 2020 - $377,312 were made to previous owners of ASC and WordZ) were made to the previous owners of WordZ. As at December 31, 2022, total contingent consideration payable to WordZ sellers is $258,003 (December 31, 2021 - $523,926 and 2020 - $744,696), of which $258,003 (December 31, 2021 - $357,323 and 2020 - $314,845) is recorded as trade and other payables and accrued liabilities, and $nil has been recorded as long-term contingent consideration (December 31, 2021 - $166,603 and 2020 - $429,851). |
Trade and other receivables
Trade and other receivables | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other receivables | |
Trade and other receivables | 5. December 31, 2022 December 31, 2021 Trade accounts receivable $ 4,956,613 $ 4,423,315 Other receivable (note 6) 748,585 1,487,255 Less: allowance for doubtful accounts (399,470) (316,202) $ 5,305,728 $ 5,594,368 As at December 31, 2022, other receivable relates to unbilled revenue of $634,226 (December 31, 2021 - $807,067), government assistance receivable of $nil |
Government assistance
Government assistance | 12 Months Ended |
Dec. 31, 2022 | |
Government assistance | |
Government Assistance | 6. Australian Business Wage Subsidies During 2021, the Australian government introduced programs to support Australian businesses whose revenues were impacted by the COVID-19 pandemic. During the year ended December 31, 2022, there were no government wage subsidies (2021 – $208,077 and 2020 - $2,017,189) recognized as a reduction to the related payroll expenses in the consolidated statements of loss and comprehensive loss. U.S. Employee Retention Credit Program During 2021, the Company determined it was qualified for the U.S. Employee Retention Credit. The Company received $224,812 as at December 31, 2022 (2021 - $1,453,735 and 2020 - $nil). As at December 31, 2022, there is no outstanding balance reported on the consolidated statements of financial position for assistance receivable (2021 - $574,703) in trade and other receivables. The $574,703 receivable at December 31, 2021 was collected during the year ended December 31, 2022. |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and equipment | |
Property and equipment | 7. Details of the Company’s property and equipment as of December 31, 2022 and December 31, 2021 are listed as follows: Balance Balance December 31, Foreign December 31, 2021 Additions Impairment exchange 2022 Cost Furniture and fixtures $ 321,833 12,086 — (15,040) $ 318,879 Computer, software, and transcription equipment 1,812,771 1,180,809 (15,246) (93,264) 2,885,070 Buildings – leasehold improvements 43,051 9,594 — (2,090) 50,555 2,177,655 1,202,489 (15,246) (110,394) 3,254,504 Accumulated depreciation Furniture and fixtures 240,611 12,022 — (15,362) 237,271 Computer, software, and transcription equipment 1,473,012 152,157 — (90,711) 1,534,458 Buildings – leasehold improvements 3,058 48,284 — (700) 50,642 1,716,681 212,463 — (106,773) 1,822,371 Net book value $ 460,974 $ 1,432,133 Balance Balance December 31, Acquisitions Additions/ Foreign December 31, 2020 (Note 4) Disposals exchange 2021 Cost Furniture and fixtures $ 268,018 31,842 746 21,227 $ 321,833 Computer, software, and transcription equipment 1,499,729 218,696 78,458 15,888 1,812,771 Buildings – leasehold improvements 4,920 38,114 — 17 43,051 1,772,667 288,652 79,204 37,132 2,177,655 Accumulated depreciation Furniture and fixtures 219,306 — 13,844 7,461 240,611 Computer, software, and transcription equipment 1,335,406 — 111,884 25,722 1,473,012 Buildings – leasehold improvements 2,120 — 938 — 3,058 1,556,832 — 126,666 33,183 1,716,681 Net book value $ 215,835 $ 460,974 |
Intangible assets and goodwill
Intangible assets and goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Intangible assets and goodwill. | |
Intangible assets and goodwill | 8. Details of the Company’s intangible assets as of December 31, 2022 and December 31, 2021 are listed as follows: Balance December 31, 2021 Foreign Balance (Restated) Additions exchange December 31, 2022 Cost Customer relationships $ 15,612,098 — (308,448) $ 15,303,650 Technology 470,000 — — 470,000 Non-compete 176,140 — (57,195) 118,945 Brand 2,389,443 — (10,154) 2,379,289 Patents 15,232 — — 15,232 Internally generated intangible assets 9,371,951 1,828,983 (613,556) 10,587,378 $ 28,034,864 1,828,983 (989,352) $ 28,874,495 Accumulated amortization Customer relationships 6,361,535 2,722,780 (25,830) 9,058,485 Technology 290,499 179,501 — 470,000 Non-compete 56,744 69,687 — 126,431 Brand 349,495 1,601,285 (5,619) 1,945,161 Patents — — — — Internally generated intangible assets 6,047,607 935,701 (440,807) 6,542,501 13,105,880 5,508,954 (472,256) 18,142,578 Net book value $ 14,928,984 $ 10,731,917 Balance Balance December 31, December 31, Acquisitions Foreign 2021 2020 (note 4) Additions exchange (Restated) Cost Customer relationships $ 11,775,697 3,785,815 — 50,586 $ 15,612,098 Technology 470,000 — — — 470,000 Non-compete 51,031 124,580 — 529 176,140 Brand 1,520,899 856,141 — 12,403 2,389,443 Patents — — 15,232 — 15,232 Internally generated intangible assets 7,015,035 — 2,349,501 7,415 9,371,951 $ 20,832,662 4,766,536 2,364,733 70,933 $ 28,034,864 Accumulated amortization Customer relationships 4,099,565 — 2,260,372 1,598 6,361,535 Technology 196,499 — 94,000 — 290,499 Non-compete 19,638 — 37,105 — 56,743 Brand 133,921 — 215,574 — 349,495 Patents — — — — — Internally generated intangible assets 4,264,687 — 1,777,451 5,470 6,047,608 8,714,310 — 4,384,502 7,068 13,105,880 Net book value $ 12,118,352 $ 14,928,984 Details of the Company’s goodwill as of December 31, 2022 and December 31, 2021 are listed as follows: Balance December 31, 2021 Foreign Balance (Restated) exchange December 31, 2022 VIQ Australia $ 5,350,379 $ (313,564) $ 5,036,815 Dataworxs 141,504 (9,058) 132,446 VIQ US 3,570,275 — 3,570,275 VIQ Media 2,614,802 — 2,614,802 VIQ UK 763,597 (70,887) 692,710 $ 12,440,557 $ (393,509) $ 12,047,048 Balance Balance Acquisitions Foreign December 31, 2021 December 31, 2020 (note 4) exchange (Restated) VIQ Australia $ 650,001 $ 4,666,337 $ 34,041 $ 5,350,379 Dataworxs 141,018 — 486 141,504 VIQ US 3,570,275 — — 3,570,275 VIQ Media 2,614,802 — — 2,614,802 VIQ UK — 763,597 — 763,597 $ 6,976,096 $ 5,429,934 $ 34,527 $ 12,440,557 Impairment testing for cash-generating units containing goodwill The annual impairment test of goodwill was performed as of December 31, 2022. The recoverable amount of the Company’s CGUs were assessed using the higher of value in use or fair value less cost to sell. ● Value in use was estimated using a discounted cash flow approach over a discrete period. Cash flows for the terminal years are estimated using terminal growth rate. The risk premiums expected by market participants related to uncertainties about the industry and assumptions relating to future cash flows may differ or change quickly, depending on economic conditions and other events. The Company has made certain assumptions in determining the cash flow projections based over a five-year period from 2023 to 2027 and include management’s best estimate of expected market conditions. These assumptions may differ or change quickly depending on economic conditions or other events. It is therefore possible that future changes in assumptions may negatively affect future valuations of CGUs and goodwill, which could result in impairment losses. The Company determined the forecasted cash flows based on earnings margins, revenue growth rate and the terminal revenue growth rate based on past performance and its expectations for market development. The pre-tax discount rates used reflect specific risks in relation to the CGUs. ● Fair value less cost to sell was estimated by using a discounted cash flow approach, similar to the approach under the value in use amounts, but adjusted for market participant assumptions and estimates. The market participant assumptions and estimates include cost savings for outsourcing of cost of sales and the assessment of multiples of operating performance of comparable entities and precedent transactions. The Company made certain assumptions when deriving expected future cash flows, which may include assumptions pertaining to the earnings margins, revenue growth rates, discount rates and terminal growth rates. Goodwill is allocated to groups of CGUs, based on the level at which management monitors goodwill, which cannot be higher than an operating segment. The allocation of goodwill is made to groups of CGUs that are expected to benefit from the synergies and future growth of the business combination from which the goodwill arose. The Company makes judgments in determining CGUs and the allocation of goodwill to groups of CGUs for the purpose of impairment testing. During 2022, we have grouped the VIQ Solutions PTY Ltd. and Auscript CGUs into the VIQ Australia CGU on the basis that the VIQ Australia CGU is the level in which management monitors goodwill. 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: Revenue Terminal Carrying value of growth growth goodwill rate rate Pre-tax discount VIQ Australia $ 5,036,815 3 % 2 % 12.9 % Dataworxs 132,446 3 % 2 % 12.9 % VIQ US 3,570,275 3 % 2 % 12.9 % VIQ Media 2,614,802 3 % 2 % 12.9 % VIQ UK 692,710 3 % 2 % 12.9 % $ 12,047,048 The Company did not recognize an impairment charge related to its goodwill in 2022 because the recoverable amounts of the CGUs, or groups of CGUs, exceeded their carrying values. |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2022 | |
Long-term debt | |
Long-term debt | 9. Word Z HomeTech Crown Promissory WordZ SBA VTB Loan Capital (a) note (b) Loan (b) Total Balance as at December 31, 2021 $ 11,472,235 $ 323,551 $ — $ 203,322 $ 11,999,108 Add: current portion 308,892 446,552 114,269 240,000 1,109,713 $ 11,781,127 $ 770,103 $ 114,269 $ 443,322 $ 13,108,821 Interest expense 900,202 29,667 238 — 930,107 Accretion expense 244,611 64,521 — 40,217 349,349 Interest payment (1,005,758) (34,600) (238) — (1,040,596) Debt repayment (4,015,669) (411,952) (114,269) (220,000) (4,761,890) Amendment fee (239,880) — — — (239,880) Loss on extinguishment of debt 747,865 — — — 747,865 Foreign exchange translation (439,707) — — — (439,707) Balance as at December 31, 2022 $ 7,972,791 $ 417,739 $ — $ 263,540 $ 8,654,070 Less: Current portion (7,972,791) (417,739) — (243,728) (8,634,258) $ — $ — $ — $ 19,812 $ 19,812 Word Z Transcription Crown Capital Promissory WordZ SBA Express VTB HomeTech (a) note (b) Loan Loan (b) VTB Loan (b) Total Balance as at December 31, 2020 $ 11,093,400 $ 617,751 $ 45,923 $ — $ 381,725 $ 12,138,799 Add: current portion 304,746 446,552 214,307 280,531 240,000 1,486,136 $ 11,398,146 $ 1,064,303 $ 260,230 $ 280,531 $ 621,725 $ 13,624,935 Interest expense 1,232,349 49,890 — 5,892 — 1,288,131 Accretion expense 347,372 102,462 — — 61,597 511,431 Interest payment (1,231,369) (39,109) (832) (5,892) — (1,277,202) Debt repayment — (407,443) (145,129) (280,531) (240,000) (1,073,103) Foreign exchange translation 34,629 — — — — 34,629 Balance as at December 31, 2021 $ 11,781,127 $ 770,103 $ 114,269 $ — $ 443,322 $ 13,108,821 Less: Current portion (308,892) (446,552) (114,269) — (240,000) (1,109,713) $ 11,472,235 $ 323,551 $ — $ — $ 203,322 $ 11,999,108 a. During the year ended December 31, 2018, the Company entered into a secured debt facility with Crown Capital Funding Partner LP (“Crown”) of $11,055,000 (CAD$15,000,000) bearing an interest rate of 10% payable quarterly. The loan is secured by a general security agreement covering all assets of the Company. The outstanding principal balance of the loan is repayable on November 28, 2023. Additionally, during the period ended September 30, 2020, the Company cancelled 450,000 previously issued common share purchase warrants and reissued new warrants to reflect a price per share equal to CAD$2.06 (the “Exercise Price”) until expiry on November 28, 2023. As a result of this modification, the Company recorded $84,287 (CAD$111,387) reflecting the incremental fair value of the warrant associated with the amendment as a reduction in the carrying value of the note payable as at September 30, 2020. The Company incurred fees of $353,115 (CAD$450,000) associated with establishing the amended debt facility, which was recorded as a reduction in the carrying value of the note payable. These fees remain unpaid and is added to the Company’s outstanding principal. These fees accrue interest at 10% and repayment is due on November 28, 2023. During the year ended December 31, 2022, the Company recorded interest expense of $900,202 (2021 - $1,232,349 and 2020 - $1,409,961). The difference between the face value and ascribed value of the Crown Capital note payable is being accreted over the remaining life of the debt facility. Corresponding transaction costs were netted against the face value of the debt facility and are recognized as accretion and other financing expense over the term of the loan. During the year ended December 31, 2022, there was $244,611 recorded (2021 - $347,372 and 2020 - $313,112) as accretion and other financing expense related to the note payable in the consolidated statements of loss and comprehensive loss. The Company signed an amendment related to the Crown debt facility that required the Company to pay $4,005,768 (CAD$5,000,000) of the principal balance on March 30, 2022 and pay an amendment fee of approximately $239,880 (CAD $300,000). The interest on the Crown Debt facility remained at 10% annual interest and future interest payments were reduced to the reduced principal amount. The amendment did not result in the terms of the original agreement being substantially modified; as such the transaction is accounted for as a modification of the old debt. The amended secured debt facility waived the Fixed Charge Coverage Ratio for the quarter ended December 31, 2022 and the Net Debt to EBITDA ratio for quarters ended March 31, 2022 and June 30, 2022. Additional financial covenants were added to the amended Crown debt facility, which include restrictions on the amount of selling, administrative and research and development costs and restrictions on capital expenditure (including internally generated intangible assets and capitalized assets) in each of the respective quarters ended June 30, 2022, September 30, 2022 and December 31, 2022. As at December 31, 2022, the Company was in compliance with the additional financial covenants. On July 14, 2022, the Company signed an amendment to the Crown debt facility which removed entirely the Fixed Charge Coverage Ratio and Net Debt to EBITDA covenants for the term of the facility. The covenants relating to the restrictions on the amount of selling, administrative and research and development costs and restrictions on capital expenditure for the quarter ended September 30, 2022 and December 31, 2022 were unchanged. The July 14, 2022 amendment resulted in the terms of the agreement being substantially modified; as such the transaction is accounted for as an extinguishment of the old debt. The Company recognized a loss on extinguishment of debt of $747,865 and the new debt was recognized at fair value of $7,701,650. In addition, the Company has agreed to make certain payments to the lender in the event that there is a balance outstanding under the debt facility as at certain periods in time. Such fees, if applicable, are payable in cash or common shares, at the Company’s sole discretion. As at December 31, 2022, the Company issued 1,078,901 common shares to Crown Capital Funding, LP in connection with these payments. Total payments were valued at $442,626. See Note 24 for subsequent events for repayment of Crown debt facility on January 13, 2023. b. Unsecured promissory notes have been issued to the former owners of acquired companies. As part of the acquisition of Transcription Express, the Company issued an unsecured promissory note to the former owners of Transcription Express with a face value of $1,666,227, bearing interest at 10% per annum. During the year ended December 31, 2019, the terms of the Transcription Express unsecured promissory note were amended, with the principal and accrued interest to be paid monthly beginning on July 31, 2019 to the period ended April 30, 2021. As at December 31, 2021, this unsecured promissory note has been paid in full. As part of the acquisition of HomeTech, the Company issued an unsecured interest-free promissory note to the former owners of HomeTech with a face value of $1,200,000, to be paid monthly for 60 months in equal installments of $20,000 beginning February 25, 2019 to the period ending January 25, 2024. The Company recorded the unsecured promissory note by discounting the principal amounts due using a market annual interest rate of 12%. The difference between the present value and the face value is being accreted over the term of the unsecured promissory notes. An additional note was issued to the former owners of WordZ with a face value of $1,200,000 bearing interest at 5% to be paid quarterly for 36 months beginning January 5, 2021 to the period ending October 5, 2023. The fair value of the unsecured promissory notes was determined on a market annual interest rate of 12%. The difference between the face value and the ascribed value of the notes is being accreted over life of the notes. c. During the year ended December 31, 2020, the Company entered into agreements (the “Amending Agreements”) with the holders of unsecured convertible notes (each, a “Note”) in the aggregate principal amount of approximately $6,792,934, granting the holders of such Notes (each a “Noteholder”) the option to convert the principal and the aggregate interest payable on their Notes from the date of issuance to the maturity date (the “Total Interest Payable”) into shares at a conversion price of CAD$2.18 per share (the “Conversion Option”). The modification of the convertible notes resulted in in a charge of $1,497,804 reflecting the incremental fair value of the reduced exercise price. This charge was recorded as a loss on repayment of long-term debt in the consolidated statements of loss and comprehensive loss. Concurrent with their entry into the Amending Agreements, Noteholders holding all of the outstanding Notes exercised the Conversion Option during the year ended December 31, 2020. As a result of the exercise of the Conversion Option, the Company recognized $3,503,797 in interest expense reflecting interest charges from the date of the conversion through the maturity date. For the year ended December 31, 2020, the Company recognized a loss of $1,308,440 on the revaluation of the conversion feature liability. d. During the year ended December 30, 2022, the Company repaid $114,269 of the loan balance (2021 - $145,129). The minimum remaining principal repayments of debt under all agreements are as follows: Crown wordZ promissory HomeTech Capital note VTB loan Total 2023 $ 7,701,650 $ 432,939 $ 260,000 $ 8,394,589 2024 — — 20,000 20,000 $ 7,701,650 $ 432,939 $ 280,000 $ 8,414,589 |
Derivative warrant liability
Derivative warrant liability | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Warrant Liability | |
Derivative Warrant Liability | 10. On July 21, 2022, the Company completed a private placement offering to institutional investors (“PIPE”). Under the PIPE, the Company sold 3,551,852 units (the “Units”) at a price of $1.35 per Unit for gross proceeds to the Company of approximately $4,800,000 before the deduction of any fees and other PIPE expenses. Each Unit consists of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (“Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $1.39. The Warrants will be exercisable beginning on January 21, 2023 and will expire on July 21, 2027. Issuance costs of $741,000 were incurred with $344,000 being recorded as a reduction of common shares and $397,000 recorded in accretion and other financing costs. On September 15, 2021, the Company closed its direct offering with institutional investors (the “Offering”). Under the Offering, the Company sold 4,235,294 units (the “Units”) at a price of $4.25 per Unit for gross proceeds to the Company of approximately $18,000,000 before the deduction of any fees and other estimated Offering expenses. Each Unit consists of one and one-half of one In accordance with IFRS, a contract for the issuance of equity instruments that fails to meet the fixed for fixed criteria, i.e., issue a fixed number of shares for a fixed amount of cash or another financial asset, fails to meet the definition of equity. The exercise price for the Warrants issued under the PIPE and Offering are denominated in USD currency, which differs from the CAD functional currency of the issuing entity. As a result, the warrants are recorded as a derivative warrant liability since the Company will be receiving cash in a currency other than the issuing entity’s functional currency and therefore is deemed to be variable. The derivative warrant liabilities are measured at fair value with changes in fair value recognized in the consolidated statements of loss and comprehensive loss at each year-end. The derivative warrant liabilities will ultimately be converted into the Company’s equity (common shares) when the Warrants are exercised or will be extinguished on the expiry of the outstanding Warrants and will not result in the outlay of any cash by the Company. The Company uses the Black-Scholes pricing model to estimate fair value at initial recognition and at each reporting date. The Company considers expected volatility of its common shares in estimating its future stock price volatility. The risk-free interest rate for the life of the Warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of issue and at the time of revaluation. The life of warrant is based on an estimated exercise term. The following are assumptions used by the Company to fair value at initial recognition and the year ended December 31, 2022: PIPE July 21, 2022 December 31, 2022 July 21, 2022 initial year end recognition Fair value (CAD) $ 0.10 $ 0.93 Share price (CAD) $ 0.36 $ 1.41 Exercise price (CAD) $ 1.89 $ 1.79 Expected volatility 77.1 % 69.9 % Risk free rate 3.50 % 3.06 % Expected life (years) 4.55 5.0 Expected dividends 0 % 0 % Offering September 15, 2021 December 31, 2022 December 31, 2021 September 15, 2021 Year end Year End initial recognition Fair value (CAD) $ 0.02 $ 1.12 $ 1.93 Share price (CAD) $ 0.36 $ 3.11 $ 4.43 Exercise price (CAD) $ 6.78 $ 6.35 $ 6.33 Expected volatility 75 % 64.7 % 62 % Risk free rate 3.67 % 1.22 % 0.83 % Expected life (years) 3.71 4.71 5.0 Expected dividends 0 % 0 % 0 % For the year ended December 31, 2022, a gain on revaluation of derivative warrant liabilities was recorded in the amount of $4,255,017 (2021 - $1,368,180). As at December 31, 2022, there were 5,669,499 warrants outstanding and nil exercised (2021 – 2,117,647 and nil exercised). |
Capital stock
Capital stock | 12 Months Ended |
Dec. 31, 2022 | |
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 that, subject to certain adjustment provisions, provides that the aggregate maximum number of Common Shares that may be issued upon the exercise or settlement of awards granted under the Omnibus Equity Incentive Plan shall not exceed 10% of the Company’s issued and outstanding Common Shares from time to time. The Omnibus Equity Incentive Plan is considered an “evergreen” plan, since the Common Shares covered by awards that have been exercised, settled or terminated shall be available for subsequent grants under the Omnibus Equity Incentive Plan, and the number of awards available to grant increases as the number of issued and outstanding Common Shares increases. As such, the Omnibus Equity Incentive Plan must be approved by the majority of the Company’s Board and its Shareholders every three years following its adoption pursuant to the requirements of the TSX. Under the Omnibus Equity Incentive Plan, the Company is able to grant equity-based incentive awards in the form of stock options, restricted share units (“RSUs”), performance share units (“PSUs”) and deferred share units (“DSUs”). All future grants of equity-based awards will be made pursuant to the Omnibus Equity Incentive Plan, and no further equity-based awards will be made pursuant to the Company’s Stock Option Plan, DSU plan, and Stock Appreciation Rights Plan (collectively, the “Legacy Plans”). The Legacy Plans will continue to be authorized for the sole purposes of facilitating the vesting and exercise of existing awards previously granted under the Legacy Plans. Once the existing awards granted under the Legacy Plans are exercised or terminated, the Legacy Plans will terminate and be of no further force or effect. No equity incentive securities have been granted under the Legacy Plans for the year ended December 31, 2022 (2021 – nil and 2020 – 396,000). Common shares The Company’s authorized capital consists of an unlimited number of common shares with no par value. As at December 31, 2022, common shares of the Company were reserved as follows: Exercise price (CAD) Expiry dates Number outstanding Options – Legacy Plan $2.84 - $6.00 January 2023 – December 2023 123,750 $2.20 - $3.10 January 2024 – December 2024 220,350 $3.13 January 2025 – December 2025 376,000 Options – Omnibus Equity Incentive Plan $2.80 - 8.84 January 2031 – June 2031 318,000 $0.45 - 1.35 January 2032 – December 2032 805,947 Deferred share units – Legacy Plan $1.20 - $2.10 N/A 66,667 Restricted share units – Omnibus Equity Incentive Plan N/A January 2024 – December 2024 16,667 N/A January 2031 – June 2031 168,017 N/A N/A 636,535 Performance share units – Omnibus Equity Incentive Plan N/A N/A 165,000 Warrants During the year ended December 31, 2022, there were no warrants exercised (2021 - 1,123,878 and 2020 – 1,154,759) for $nil proceeds (2021 - $2,092,276 and 2020 - $1,859,963). During the year ended December 31, 2022, there were no warrants issued under the Legacy Plans (2021 and 2020 – nil). As at December 31, 2022, there were no warrants outstanding other than those classified as derivative warrant liabilities in Note 10 (2021 – nil). Stock option plan The Company has an incentive stock option plan for its directors, officers, employees, and contractors. The Company’s legacy stock option plan allows for the granting of options (and DSUs as described below) up to an aggregate amount equal to 10% of the aggregate number of common shares of the Company outstanding. The options, which have a term not exceeding five years when issued, generally vest as follows: ● 1/3 at time of issue ● 1/3 after one year ● 1/3 after two years Under the Omnibus Equity Incentive Plan, the stock options that are granted have a term not exceeding ten years when granted, and can be fully vested on date of grant or vest as follows: ● 1/3 after one year ● 1/3 after two years ● 1/3 after three years During the year ended December 31, 2021, certain stock options granted included cash settlement alternatives at the discretion of the stock option holder, subject to the approval of the Company’s Plan Administrator. The option holder could elect to perform the following on the settlement date: ● acquire common shares of the Company on a 1 :1 basis to vested options ● receive cash payment, net of withholding taxes, equal to vested options multiplied by the market price of common shares of the Company ● acquire and receive a combination of common shares and cash payment, respectively, as noted above Since the election and choice of settlement method lies with the stock option holder, which includes a cash settlement, the Company recorded the associated grants with this option as a cash-settled share-based payment and recorded a share-based payment liability, which is remeasured at each reporting period. On June 11, 2021, the Company initially recorded a share- based payment liability of $141,186 related to the 155,517 options that are deemed to be cash-settled share-based payments. As a result of additional vesting of the options as well as the result of remeasuring the options classified as cash-settled share-based payments related to the Omnibus Equity Incentive Plan at fair value, the Company recorded a gain on revaluation of options of $1,511,399 for the year ended December 31, 2022 (2021 - $1,028,055 and 2020 - $nil). As at December 31, 2022, the Company had no options outstanding that are to be cash-settled as these options were all forfeited. As at December 31, 2022, 720,100 options were vested related to the Legacy Plan (2021 – 749,267 and 2020 – 770,283) with a weighted average exercise price of CAD $2.88 per share (2021 – CAD $3.16 and 200 - $2.62 ). As at December 31, 2022, 486,864 options were vested related to the Omnibus Equity Incentive Plan (2021 – 46,500 and 2020 - nil) with a weighted average exercise price of CAD $1.67 per share (2021 – CAD $8.84 and 2020 - $nil). During the year ended December 31, 2022, the Company granted 805,947 stock options respectively to directors, officers, employees, and contractors (2021 – 1,115,086 and 2020 – 396,000). The Company utilized the Black-Scholes option pricing model to fair value the stock options granted and included the following assumptions: Year ended December 31, 2022 Year ended December 31, 2021 Omnibus Equity Incentive Plan Omnibus Equity Incentive Plan Fair value at grant date (CAD) $0.20 - $ 0.81 $2.30 - $7.29 Share price at grant date (CAD) $0.34 - $1.32 $2.80 - $8.93 Exercise price (CAD) $0.45 - $1.35 $8.84 - $8.93 Expected volatility 62.5% - 72.3% 81.60% - 82.7% Expected option life 5.5 – 6.5 10.0 Expected dividends 0% 0% Risk-free interest rate (based on government bonds) 2.90% - 3.16% 1.38% - 1.43% During the year ended December 31, 2022, nil options were exercised (2021 – 203,333 and 2020 – 92,500), for $nil proceeds (2021 - CAD$312,833 and 2020 – CAD$113,500). There were 886,253 stock options forfeited during the year ended December 31, 2022 (2021 and 2020 – nil) and 72,000 stock options that expired during the year ended December 31, 2022 (2021 – 33,333 and 2020 – 53,667). The following information applies to stock options outstanding per the Legacy Plan as at December 31, 2022, along with their respective exercise prices and related weighted average remaining contractual life: Weighted average Range of exercise remaining Weighted average Weighted average prices Options contractual exercise price Options exercise price (CAD) outstanding life (CAD) exercisable (CAD) $2.84 – $6.00 123,750 0.9 years $ 3.01 123,750 $ 3.01 $2.20 - $3.10 220,350 1.5 years $ 2.37 220,350 $ 2.37 $3.13 376,000 2.3 years $ 3.13 376,000 $ 3.13 720,100 1.8 years $ 2.88 720,100 $ 2.88 The following information applies to stock options outstanding per the Omnibus Equity Incentive Plan as at December 31, 2022, along with their respective exercise prices and related weighted average remaining contractual life: 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 - $8.84 318,000 8.9 years $ 3.25 118,000 $ 3.82 $0.45 – $1.35 805,947 9.7 years $ 0.92 368,864 $ 0.98 1,123,947 9.5 years $ 1.58 486,864 $ 1.67 Deferred Share Units Plan The Company established a DSU Plan to provide non-employee directors to participate in the long-term success of the Company. DSUs are fully vested upon being granted. The Board of Directors may grant DSUs (and the number of options to purchase shares described above) up to a maximum of 10% of common shares outstanding and up to a maximum of 100,000 units. Maximum allowable grants under the option and DSU plans in aggregate as at December 31, 2022 were 3,464,970 (2021 – 2,988,172 and 2020 – 2,359,143) of which 1,844,047 were outstanding stock options, 66,667 were outstanding DSUs, 821,219 were outstanding RSUs, and 165,000 of outstanding PSUs for a total of 2,896,933 (2021 – 2,259,036 and 2020 – 1,184,600). The Company did not grant any DSU’s to Directors of the Company during the year ended December 31, 2022 (2021 and 2020 – nil). Restricted Share Units Plan Under the Omnibus Equity Incentive Plan, the Company established a RSU Plan. RSUs have a term not exceeding ten years to indefinite expiry when granted and can fully vest after one year, vest each month, or vest as follows: ● 1/3 after one year ● 1/3 after two years ● 1/3 after three years During the year ended December 31, 2021, certain RSUs granted included cash settlement alternatives at the discretion of the RSU holder, subject to the approval of the Company’s Plan Administrator. The RSU holder could elect to perform the following on the settlement date: ● acquire common shares of the Company on a 1 :1 basis to vested RSUs ● receive cash payment, net of withholding taxes, equal to vested RSUs multiplied by the market price of common shares of the Company ● acquire and receive a combination of common shares and cash payment, respectively, as noted above Certain RSUs issued by the Company included the choice of settlement method lies with the RSU holder, which includes a cash settlement, the Company has recorded the associated RSU grants as a cash settled share-based payments and recorded a share-based payment liability. As at December 31, 2022, there are 155,517 RSUs outstanding that are classified as cash-settled share-based payments. As a result of remeasuring the RSUs classified as cash-settled share-based payments related to the Omnibus Equity Incentive Plan at fair value, the Company recorded a gain of $550,260 for the year ended December 31, 2022 (2021 – $242,595 Year ended December 31, 2022 Year ended December 31, 2021 Omnibus Equity Incentive Plan Omnibus Equity Incentive Plan Fair value (CAD) $0.36 $3.11 Share price (CAD) $0.36 $3.11 During the year ended December 31, 2022, 803,463 RSUs were granted to directors, officers, employees, and contractors (2021 – 1,023,378 and 2020 - nil) which are equity accounted for. 689,469 RSUs were vested and 175,261 RSUs were exercised for the year ended December 31, 2022 (2021 – 842,861 vested and 827,361 RSUs exercised and 2020 – nil). The Company recorded the RSUs granted which have a zero exercise price at the following fair values: Year ended December 31, 2022 Year ended December 31, 2021 Omnibus Equity Incentive Plan Omnibus Equity Incentive Plan Fair value (CAD) $0.35 - $1.32 $2.75 - $8.93 Share price (CAD) $0.35 - $1.32 $2.75 - $8.93 Performance Share Units Plan Under the Omnibus Equity Incentive Plan, the Company established a PSU Plan. The PSUs have an indefinite term when granted and vest 100% after one year if the performance vesting conditions are met. As at December 31, 2022, the Company has determined that it is probable that the performance vesting condition will be met by the respective employees. On May 16, 2022, 195,000 PSUs were granted to employees, of which 30,000 shares were forfeited during the year ended December 31, 2022. The PSUs were recorded at the fair value on the day of the grant. The PSUs were valued at the following fair value: Year ended December 31, 2022 Omnibus Equity Incentive Plan Fair value (CAD) $ 1.32 Share price (CAD) $ 1.32 |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock-based compensation | |
Stock-based compensation | 12. The total compensation expense relating to the value assigned to the stock options, RSUs, and PSUs granted to directors, officers, employees and contractors for the December 31, 2022 was $2,779,312 (2021 - $8,495,189 and 2020 - $725,316), which was included in the stock-based compensation expense with a corresponding charge to contributed surplus of $1,264,523 (2021 – $6,679,582 and 2020 - $461,509) and share-based payment liability of $1,514,789 (2021 - $1,815,607 and 2020 - $nil |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2022 | |
Net loss per share | |
Net loss per share | 13. Year ended December 31, 2022 2021 2020 Numerator for basic and diluted net loss per share: Net loss for the year $ (8,706,015) $ (19,678,749) $ (11,145,306) Denominator for basic net loss per share: Weighted average number of common shares outstanding 31,648,001 26,448,594 18,080,533 Effect of potential dilutive securities — — — Adjusted denominator for diluted net loss per share 31,648,001 26,448,594 18,080,533 Basic net loss per share $ (0.28) $ (0.74) $ (0.62) Diluted net loss per share $ (0.28) $ (0.74) $ (0.62) For the year ended December 31, 2022, 8,566,432 of potentially dilutive common shares (2021 – 4,376,683 and 2020 – 2,308,478) issuable upon the exercise of warrants, DSUs, RSUs, PSUs, and options were not included in the computation of loss per share because their effect was anti-dilutive. |
Supplemental cash flow informat
Supplemental cash flow information | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 2020 Trade and other receivables $ 72,230 $ 1,180,069 $ (316,778) Inventories 11,750 (176) 18,473 Prepaid expenses and deposits 4,132 (1,630,088) (53,416) Trade and other payables and accrued liabilities 669,427 (1,170,715) (40,937) Taxes (104,670) — — Contract liabilities 742,228 (381,596) (380,629) Total $ 1,395,097 $ (2,002,506) $ (773,287) Other supplemental cash flow information as follows: Year ended December 31, 2022 2021 2020 Cash received for interest $ 1,718 $ 22,725 $ 1,068 Cash paid for interest 1,154,727 1,311,915 1,105,298 |
Segmented financial information
Segmented financial information | 12 Months Ended |
Dec. 31, 2022 | |
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 and related revenue segment develops, distributes licenses computer-based digital solutions based on the Company’s proprietary technology; and the technology service segment, provides recording and transcription services. The Company’s reportable segments are strategic business segments that offer different products and/or services. These business segments work on different business models and operate autonomously. The Company does not segregate sales and associated costs by individual technology products. Accordingly, segmented information on revenue and associated costs is only provided for the transcription services and computer-based digital solutions currently offered by the Company. The Chief Executive Officer, President and Chief Operating Officer, and Chief Financial Officer are the operating decision makers and regularly reviews our operations and performance by segment. They review segment income (loss) as the key measure of profit for the purpose of assessing performance of each segment and to make decisions about the allocation of resources. Financial information by reportable business segment is as follows: Year ended December 31, 2022 Technology and related Technology revenue services Corporate Total Consolidated income (loss) Revenue $ 4,031,450 $ 41,812,479 $ — $ 45,843,929 Gross profit 2,818,137 19,107,566 — 21,925,703 Selling and administrative expenses 2,156,808 19,796,235 2,573,260 24,526,303 Stock-based compensation 244,409 2,534,903 — 2,779,312 Research and development expenses 64,557 669,558 — 734,115 Depreciation and amortization 312,219 5,729,361 46,623 6,088,203 Foreign exchange gain — — (452,068) (452,068) Interest, accretion and other financing costs — — 2,283,812 2,283,812 Loss on contingent consideration — 80,071 — 80,071 Gain on revaluation of options — — (1,511,399) (1,511,399) Gain on revaluation of RSUs — — (550,260) (550,260) Gain on revaluation of the derivative warrant liability — — (4,255,017) (4,255,017) Loss on extinguishment of debt — — 747,865 747,865 Restructuring costs — — 323,075 323,075 Business acquisition costs — — 433,372 433,372 Impairment of property and equipment — 15,246 — 15,246 Other income — – (1,291) (1,291) Current income tax recovery — (105,256) — (105,256) Deferred income tax recovery (33,063) (471,302) — (504,365) Segment income (loss) 73,207 (9,141,250) 362,028 (8,706,015) 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) 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) The comparative figures income statement below gross profit have been adjusted for the year ended December 31, 2021 to reflect the current year’s presentation. The segment loss originally reported for the year ended December 31, 2021 for technology and related revenue was $8,462,990. For technology services, segment loss originally reported for the year ended December 31, 2021 was $3,559,587. The adjustments were not considered material and did not affect the Company’s consolidated revenue or consolidated net loss. Property and equipment are located in the following countries: Year ended December 31, 2022 2021 Australia $ 1,316,010 $ 325,228 United States 67,307 113,242 Canada 35,331 14,084 United Kingdom 13,485 8,420 $ 1,432,133 $ 460,974 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
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 15). Year ended December 31, Primary geographic markets 2022 2021 2020 Australia $ 26,332,938 $ 9,523,257 $ 8,531,854 United States 17,473,030 18,980,591 22,180,946 United Kingdom 1,718,537 1,948,321 611,666 Canada 205,656 160,372 305,166 Other 113,768 434,271 120,061 Total $ 45,843,929 $ 31,046,812 $ 31,749,693 Year ended December 31, Major products/service lines 2022 2021 2020 Technology services $ 41,812,479 $ 26,676,738 $ 28,190,993 Software licenses 352,473 1,365,882 1,013,854 Support and maintenance 1,872,620 1,772,203 1,519,424 SaaS 89,692 65,187 42,662 Subscription 493,845 189,359 — Professional services 950,605 451,695 288,597 Hardware 272,215 442,077 657,711 Other — 83,671 36,452 Total $ 45,843,929 $ 31,046,812 $ 31,749,693 The Company had two customers who contributed greater than 10 % of consolidated total revenues during the year ended December 31, 2022 comprising of 18.7 % and 14.1 % respectively (2021 – one customer at 11.7 % and 2020 – one customer and 11.3 %). Technology services, software licenses, hardware and other revenue are recognized at a point in time, except for revenue for select customers over time. Professional services, support and maintenance, SaaS, and subscription revenue is recognized over time. |
Expenses by nature
Expenses by nature | 12 Months Ended |
Dec. 31, 2022 | |
Expenses by nature | |
Expenses by nature | 17. Expenses incurred by nature are as follows: Year ended December 31, 2022 2021 2020 Employee and contractor expenses (note 18) $ 39,054,160 $ 33,603,690 $ 22,682,199 Third-party vendors and other cost of sales 3,577,368 1,719,616 1,043,844 Depreciation and amortization 6,088,203 4,641,601 5,259,243 Facilities 646,894 470,773 279,028 Professional and consulting fees 1,648,274 4,099,129 1,566,224 Investor relations and other shareholder expenses 371,389 792,457 288,778 Bad debt 100,163 283,964 18,116 Marketing and advertising/promotion expenses 294,997 177,894 226,104 Software license and IT expenses 3,999,468 1,620,816 1,318,239 Telephone and internet 568,813 283,207 260,634 Travel 264,238 202,703 78,467 Insurance 1,143,358 630,066 103,702 Office, administrative, and other operating expenses 288,834 946,548 568,498 Foreign exchange loss (gain) (452,068) 22,130 (132,306) Total $ 57,594,091 $ 49,494,594 $ 33,560,770 |
Employee and contractor expense
Employee and contractor expenses | 12 Months Ended |
Dec. 31, 2022 | |
Employee and contractor expenses | |
Employee and contractor expenses | 18. Expenditures for employee and contractor salaries and benefits are as follows: Year ended December 31, 2022 2021 2020 Salaries and wages and employee benefits $ 25,731,132 $ 14,575,551 $ 11,060,315 Contract labour 10,082,646 9,550,731 9,818,222 Stock-based compensation 2,779,312 8,495,189 725,316 Other staff expense 461,070 982,219 1,078,346 Total $ 39,054,160 $ 33,603,690 $ 22,682,199 |
Right of use assets
Right of use assets | 12 Months Ended |
Dec. 31, 2022 | |
Right of use assets | |
Right of use assets | 19. Details of the Company’s right-of-use assets are the following: Balance Balance December 31, Foreign December 31, 2021 Additions Adjustments exchange 2022 Cost Buildings $ 2,042,126 365,303 — (431,355) $ 1,976,074 Equipment 75,169 — (12,255) 1,472 64,386 $ 2,117,295 365,303 (12,255) (429,883) $ 2,040,460 Accumulated depreciation Buildings 952,901 351,702 — (368,197) $ 936,406 Equipment 29,901 15,084 — 469 45,454 982,802 366,786 — (367,728) $ 981,860 Net book value $ 1,134,493 $ 1,058,600 Balance Balance December 31, Foreign December 31, 2020 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 December 31, Foreign December 31, 2019 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
Lease obligations | 12 Months Ended |
Dec. 31, 2022 | |
Lease obligations. | |
Lease obligations | 20. Below is a summary of the activity related to the Company’s lease liabilities for the year ended December 31, 2022, 2021 and 2020: Year ended December 31, 2022 2021 2020 Lease obligations, December 31, 2021 $ 1,188,769 $ 354,199 $ 689,644 Additions 386,090 953,868 12,199 Disposals — — (67,787) Interest on lease liabilities 114,131 34,712 53,549 Interest payments on lease liabilities (114,131) (34,712) (53,549) Principal payments of lease liabilities (270,795) (150,924) (338,276) Foreign exchange difference (97,816) 31,626 58,419 Lease obligations, end of year $ 1,206,248 $ 1,188,769 $ 354,199 The Company and its subsidiaries have entered into agreements to lease office premises until 2025. The annual rent expenses for premises consist of minimum rent and do not include variable costs. The minimum payments under all agreements are as follows: 2023 $ 679,718 2024 496,123 2025 232,461 $ 1,408,302 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income taxes | |
Income taxes | 21. The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2021 and 2020 - 26.5%) to the effective tax rate is as follows: 2022 2021 2020 Net loss before income taxes $ (9,315,636) $ (18,735,022) $ (12,089,338) Expected income tax recovery (2,468,644) (4,964,781) (3,203,675) Difference in foreign tax rates 258,214 163,190 202,331 Share-based compensation and non-deductible expenses (1,075,684) (3,470) (114,257) Prior year true-ups (205,361) (48,507) 75,227 Tax rate changes and other adjustments 21,067 9,619 2,210 Recognition of previously unrecognized deferred tax assets — — (317,387) Change in tax benefits not recognized 2,860,787 5,787,676 2,411,519 Income tax expense (recovery) $ (609,621) $ 943,727 $ (944,032) The Company’s income tax expense (recovery) is allocated as follows: 2022 2021 2020 Current income tax expense (recovery) $ (105,256) $ (875) $ 106,986 Deferred income tax expense (recovery) (504,365) 944,602 (1,051,018) Income tax expense (recovery) $ (609,621) $ 943,727 $ (944,032) The significant components of deferred tax assets and liabilities are as follows: 2022 2021 (restated - note 4) Non-capital losses carried forward $ 529,525 $ 288,655 Right-of-use assets 1,056 — Reserves 124,423 176,145 Deferred tax assets $ 655,004 $ 464,800 Non-capital losses carried forward 126,029 — Intangible assets (978,114) (1,217,527) Reserves (16,558) (7,113) Deferred tax liabilities (868,644) (1,224,640) Net deferred tax liabilities $ (213,639) $ (759,840) 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 December 31, 2021 and loss Adjustments 2022 Deferred tax assets (liabilities): Non-capital losses carried forward 288,655 366,900 — 655,555 Intangible assets (1,148,280) 170,166 — (978,114) Right-of-use assets — 1,056 — 1,056 Reserves 176,145 (68,280) — 107,864 Other (76,360) 34,523 41,837 — $ (759,840) $ 504,365 $ 41,837 $ (213,639) Balance at Recognized Balance at December 31, in profit December 31, 2020 and loss Adjustments 2021 (restated) note 4 Deferred tax assets (liabilities): Non-capital losses carried forward 154,406 134,249 — 288,655 Intangible assets 16,104 27,655 (1,192,039) (1,148,280) Reserves 1,227,868 (1,051,723) — 176,145 Other (17,023) (54,783) (4,554) (76,360) $ 1,381,355 $ (944,602) $ (1,196,593) $ (759,840) Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences: 2022 2021 Property and equipment $ 168,259 $ 317,392 Right-of-use assets (432,053) — Intangible assets 13,483,871 10,691,053 Share issuance costs – 20(1)(e) 149,410 474,873 Non-capital losses carried forward – Canada 22,769,811 21,725,215 Non-capital losses carried forward – US 14,371,217 10,537,511 Non-capital losses carried forward – Australia 684 195,574 Non-capital losses carried forward – UK 153,842 — Capital losses carried forward – Canada 324,281 346,457 Capital losses carried forward – Australia 503,570 537,322 Investment tax credits 558,951 597,175 SR&ED pool 1,748,848 1,868,445 Ontario SR&ED credit 86,586 92,507 Contract liabilities 130,834 270,320 Lease obligations 332,306 (58,111) Accrued vacation 1,004 38,584 Accrued liabilities — 12,409 Accrued interest 1,786,594 1,257,173 Difference between cash and accrual basis — (676,122) Financing cost - Crown Capital loan (165,079) — AFDA reserve 262,849 117,163 Contingent consideration liabilities 136,663 445,972 Stock-based compensation 397,153 149,343 Business acquisition expenses 691,321 314,633 Charitable contributions 250 — $ 57,461,172 $ 49,254,888 The Company has available Canadian non-capital losses of approximately $22,769,811 and capital losses of approximately $324,281. The net capital loss carry forward may be carried forward indefinitely but can only be used to reduce capital gains. The Company’s Canadian non-capital income tax losses expire between the years 2026 to 2042. During the year ended December 31, 2022, the Company utilized Canadian loss carryforwards of approximately $nil (2021 and 2020 - $nil) to reduce taxable income in the current year. The Company also has investment tax credits available to reduce future federal taxes payable of approximately $558,951 which if not utilized will expire between the years 2025 to 2034. The effective and statutory tax rate in the Company’s Australian subsidiaries is 30.0% (2021 – 26.0% and 2020 – 27.5%). These subsidiaries have non-capital losses of approximately $2,061,281 (2021 - $1,541,287 and 2020 - $nil) and capital losses of approximately $503,570 (2021 – $537,322 and 2020 - $570,372) available to offset future taxable capital gains. These losses do not expire. The Company’s US subsidiaries have non-capital losses of approximately $14,371,217 available to reduce future taxable. These losses do not expire. The Company’s UK subsidiaries have non-capital losses of approximately $316,120 available to reduce future taxable income. These losses do not expire. Unrecognized deferred tax liabilities The aggregate amount of temporary differences associated with investments in subsidiaries for which the Company has not recognized deferred tax liabilities is approximately $1,033,312 as the Company ultimately controls whether the liability will be incurred and is satisfied that it will not be incurred in the foreseeable future. |
Risk management for financial i
Risk management for financial instruments | 12 Months Ended |
Dec. 31, 2022 | |
Risk management for financial instruments | |
Risk management for financial instruments | 22. The estimated fair values of cash, trade and other receivables, restricted cash, trade and other payables and accrued liabilities approximate their carrying values due to the relatively short-term nature of the instruments. The estimated fair values of current and long-term debt and obligations under finance lease also approximate carrying values due to the fact that effective interest rates are not significantly different from market. Fair value measurements recognized in the consolidated statement of financial position must be categorized in accordance with the following levels: a. Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; b. Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and c. Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The Company’s financial instruments carried at fair value on the consolidated statements of financial position consist of cash and restricted cash. Cash and restricted cash are valued using quoted market prices (Level 1). Share-based payment liability, contingent consideration, and derivative warrant liability are categorized using observable market inputs (Level 2). The Company did not value any financial instruments using valuation techniques based on non-observable market inputs (Level 3) as at December 31, 2022. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach in managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, by continuously monitoring actual and budgeted cash flows. The Company has sustained losses over the last number of periods and has financed these losses mainly through a combination of equity and debt offerings. Management believes that it has raised sufficient cash to meet all of its contractual debt that is coming due in 2023 and has the ability to fund any operating losses that may occur in the upcoming periods. The table below summarizes the Company’s contractual obligations into relevant maturity groups at the consolidated statement of financial position date based on the expected contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows for operations: 2023 2024 2025 Total Trade and other payables $ 5,937,880 $ — $ — $ 5,937,880 Lease obligations 679,718 496,123 232,461 1,408,302 Crown Capital debt 7,701,650 — — 7,701,650 Contingent consideration - WordZ 236,808 — — 236,808 WordZ promissory note 432,939 — — 432,939 HomeTech VTB loan 260,000 20,000 — 280,000 Total $ 15,248,995 $ 516,123 $ 232,461 $ 15,997,579 Credit risk Credit risk arises from the potential that a customer or counterparty will fail to perform its obligations. The Company is exposed to credit risk from its customers; however, the Company has a significant number of customers, minimizing the concentration of credit risk. Further, a large majority of the Company’s customers are economically stable organizations such as government agencies or departments with whom the Company transacts with on a regular basis, further reducing the overall credit risk. Historically, the Company has suffered losses under trade receivables. In order to minimize the risk of loss from trade receivables, the Company’s extension of credit to customers involves review and approval by senior management and conservative credit limits for new or higher-risk accounts. The Company reviews its trade receivable accounts regularly and writes down these accounts to their expected realizable values, by making an allowance for expected credit losses based on aging and historic collection of receivables. The allowance is recorded as an expense in the consolidated statements of loss and comprehensive loss. Shortfalls in collections are applied against this provision. Estimates for allowance for expected credit losses are determined by a customer-by-customer evaluation of collectability at each consolidated statement of financial position reporting date, taking into account the amounts that are past due and any available relevant information on the customers’ liquidity and going concern issues. Normal credit terms for amounts due from customers call for payment within 30 to 60 days. The Company’s exposure to credit risk for trade receivables by geographic area was as follows: December 31, 2022 December 31, 2021 United States 48 % 48 % Australia 29 % 31 % United Kingdom 16 % 14 % Rest of world 7 % 7 % 100 % 100 % The Company is subject to risk of non-payment of accounts receivable. The Company mitigates credit risk by assessing the credit worthiness of customers prior to extending credit and monitoring the aging and size of credit extended to customers. All of the Company’s cash is held with major financial institutions and thus the exposure to credit risk is considered low. Management actively monitors the Company’s exposure to credit risk under its financial instruments, including with respect to trade receivables. The following is a breakdown of trade receivables aging, net of allowance of doubtful accounts: December 31, 2022 December 31, 2021 0 to 30 days $ 2,723,119 $ 2,490,940 31 to 60 days 1,034,627 973,641 61 to 90 days 816,221 623,990 91 days and older 731,761 1,505,797 $ 5,305,728 $ 5,594,368 At December 31, 2022, the allowance for doubtful accounts recorded against trade receivables is $399,470 (2021 - $316,202 and 2020 - $123,338). The activity of the allowance for doubtful accounts provision is as follows: December 31, 2022 December 31, 2021 Beginning of year $ 316,202 $ 123,338 Add: provision for allowance for doubtful accounts 100,163 283,964 Less: write-offs (6,635) (112,116) Foreign exchange adjustments (10,260) 21,016 Expected credit loss – end of year $ 399,470 $ 316,202 Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company’s interest rate risk is primarily related to the Company’s interest-bearing debts on its consolidated statement of financial position. The Company does not have a material amount of long-term debt with variable interest rates, thereby minimizing the Company’s exposure to cash flow interest rate risk. Foreign currency risk Foreign currency risk arises because of fluctuations in exchange rates. The Company conducts a significant portion of its business activities in foreign currencies, primarily the U.S. and Australian dollars and Great Britain pounds with a large portion of the Company’s sales and operating costs being realized in these foreign currencies. The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by transacting, to the greatest extent possible, with third parties in Great Britain pounds, Canadian, U.S., and Australian dollars. The financial assets and liabilities that are denominated in foreign currencies will be affected by changes in the exchange rate between the United States dollar and these foreign currencies. This primarily includes cash, restricted cash, trade and other receivables, trade and other payables, provisions and obligations under finance lease which were denominated in foreign currencies. The Company’s Australian subsidiaries have a majority of revenue and expenses being transacted in Australian dollars. As of December 31, 2022, fluctuations of the Australian dollar relative to the United States dollar of 5% would result in an exchange gain or loss on the net financial assets, impacting the Company’s comprehensive income by approximately $6,000 (2021 – $23,000 and 2020 - $58,000). The Company’s Canadian operations are exposed to exchange rate changes in the U.S. dollar relative to the Canadian dollar since a substantial portion of this business unit’s sales are denominated in U.S. dollars with most of the related expenses in Canadian dollars. A 5% fluctuation of the U.S. dollar would result in an exchange gain or loss on the net financial assets of approximately $53,000 as at December 31, 2022 (2021 – $22,000 and 2020 - $78,000). The Company’s UK subsidiaries are exposed to exchange rate changes in the Great Britain pound relative to the United States dollar since a portion of this business unit’s sales are denominated in Great Britain pounds with most of the related expenses in United States dollars. A fluctuation of the Great Britain pound of 5% would result in an exchange gain or loss on the net financial assets of approximately $3,000 as at December 31, 2022 (2021 – $30,000 and 2020 - $23,000). The Company does not currently use foreign exchange contracts to hedge its exposure of its foreign currencies cash flows as management has determined that this risk is not significant at this point in time. The Company recognized a foreign exchange gain from operations of $452,068 for the year ended December 31, 2022 (2021 – foreign exchange loss from operations of $22,130 and 2020 – foreign exchange gain of $132,306). Capital management The Company considers its capital structure to consist of shareholders’ equity and long-term debt. The Company’s objective in managing capital is to ensure sufficient liquidity to pursue its organic growth strategy, fund research and development and undertake selective acquisitions, while at the same time taking a conservative approach toward financial leverage and management of financial risk. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related party transactions | |
Related party transactions | 23. Key management personnel comprise the Company’s directors and executive officers. In addition to their salaries, key management personnel also participate in the Company’s Legacy Plan and Omnibus Equity Incentive Plan share option program and DSU Plan (note 11). Key management personnel compensation for the year ended December 31, 2022, 2021 and 2020 as follows: 2022 2021 2020 Salaries and short-term employee benefits (i) $ 1,258,191 $ 1,821,211 $ 1,141,349 Stock-based compensation (ii) 663,145 7,600,415 169,969 $ 1,928,836 $ 9,421,626 $ 1,311,318 (i) Short-term employee benefits include bonuses and car allowances. (ii) 2022 included reversal of stock-based compensation expense for forfeitures of options for cash-settled options. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent events. | |
Subsequent events | 24. Subsequent events On January 13, 2023, the Company entered a entered into a senior debt facility (the “Loan”) with Beedie Investments Ltd. (“Beedie”), with maximum available funds of $15 million. $12 million of the Loan has been advanced to the Company as an initial advance with an additional $3 million available to the Company to be drawn in subsequent advances in a minimum of $1 million tranches (“Standby Facility”). The amount outstanding under the Loan will bear interest at 12.5% per annum, composed of cash interest of 9.5% per annum, calculated and paid monthly, and paid-in-kind interest charged at a rate of 3.0% per annum, compounded monthly and added to the outstanding principal amount of the Loan. A standby fee will be charged monthly at a rate of 1.5% per annum on the undrawn amount of the Standby Facility. The Company paid a commitment fee of 1.5% of the Loan. The Lender has also been granted a board observer right. The loan is secured by a general security agreement covering all assets of the Company. The outstanding principal balance of the loan is repayable on January 13, 2027. On initiation of the Beedie Loan on January 13, 2023, 7,968,750 common share purchase warrants were issued to Beedie. Each warrant is convertible into one common share in the capital of the Company at a price per share equal to $0.256 until January 16, 2030. In addition, the Company has agreed to issue additional common share purchase warrants in connection with the subsequent advances, with such number of warrants to be equal to 17% of the amount of such subsequent advance divided by the exercise price of such subsequent warrants. The subsequent warrants are to have an exercise price equal to the 5-day volume weighted average price of the Company’s common shares immediately prior to the earlier of: (i) the announcement of the applicable subsequent advance, and (ii) the funding of the applicable Subsequent Advance. The subsequent warrants will expire seven years from the date of issuance. Under the Loan, the Company has undertaken to comply with financial covenants regarding a minimum balance of unrestricted cash and cash equivalents, minimum adjusted monthly EBITDA and maximum total secured debt leverage ratio. On January 13, 2023, the Company utilized the proceeds of the initial advance to fully repay the loan with Crown Capital in the amount of $7,805,497 (note 9). |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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.; (ii) the operations of Dataworxs Systems Limited and its wholly owned subsidiary Dataworxs Australia Pty Ltd. (collectively, “Dataworxs”); (iii) the operations of VIQ Australia Pty. Limited and its wholly-owned subsidiaries VIQ Solutions Pty. Ltd. , VIQ Solutions Australia PTY Ltd, VIQ Pty Ltd and VIQ Australia Services Pty Ltd. (collectively, “VIQ Australia Pty Limited”), (iv) the operations of VIQ Services Inc. and its wholly owned subsidiaries, Net Transcripts, Inc., Transcription Express, Inc., HomeTech, Inc., VIQ Media Transcription Inc. (“VIQ Media”), and wordZXpressed, Inc., and (v) the operations of VIQ Solutions (UK) Limited, and its wholly owned subsidiary VIQ Services (UK) Limited and The Transcription Agency LLP (“TTA”). Subsidiaries are entities controlled by the Company where control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date control ceases. All intercompany balances, transactions, income and expenses have been eliminated on consolidation. |
Inventories | Inventories 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 and customer contractual 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 , software and transcription in equipment 3-4 years Leasehold improvements Over the term of the lease An asset’s residual value, useful life and depreciation method are reviewed, and adjusted prospectively if appropriate, on an annual basis. Repairs and maintenance costs are charged to the consolidated statements of loss and comprehensive loss during the period which they are incurred. Gains and losses on disposals of property and equipment are determined by comparing the proceeds with the carrying amount of the asset and are included as part of selling and administrative expenses in the consolidated statements of loss and comprehensive loss. |
Intangible assets | Intangible assets Intangible assets with finite lives that are acquired separately are measured on initial recognition at fair value, which comprises the purchase price plus any directly attributable costs of preparing the asset for its intended use. The Company’s acquired intangible assets consist of customer relationships, acquired technology, non-compete agreements and brands acquired in business combinations. These intangible assets are recorded at their fair value at the respective acquisition date. The Company uses the income approach as a valuation technique that calculates the fair value of an intangible asset based on the present value of future cash flows that the asset can be expected to generate over its remaining useful life. The discounted cash flow (“DCF”) is the methodology used, which is a form of the income approach that begins with a forecast of the annual cash flows a market participant would expect the subject intangible asset to generate over a discrete projection period. The future cash flows for each of the years in the discrete projection period are then converted to their present value equivalent using a rate of return appropriate for the risk of achieving the intangible assets’ projected cash flows, again, from a market participant perspective. The Company relies on the relief-from-royalty method to value the acquired technology and brand and the Multi-Period Excess Earnings Method (“MEEM”) to value customer relationship assets. After initial recognition, intangible assets are measured at cost less accumulated amortization and impairment losses. The estimated useful lives at acquisition date for the Company’s classes of intangible assets are as follows: Acquired technology 5 years Customer relationships 4.8 – 13 years Brands 1 – 2 years Non-compete agreements Term of agreement The estimated useful life and amortization methods are reviewed annually, with the effect of any change in estimate being accounted for on a prospective basis. These assets are subject to an impairment test as described below. The Company’s internally generated intangible assets consist of developed technologies. The Company incurs costs associated with the design and development of new products. Expenditures during the research phase are expensed as incurred. Expenditures during the development phase are capitalized if the Company can demonstrate each of the following criteria: (i) the technical feasibility of completing the intangible asset so that it will be available for use or sale, (ii) its intention to complete the intangible asset and use or sell it, (iii) its ability to use or sell the intangible asset, (iv) how the intangible asset will generate probable future economic benefits, (v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, and (vi) its ability to measure reliably the expenditure attributable to the intangible asset during its development; otherwise, they are expensed as incurred. Costs associated with maintaining computer software programs are recognized as an expense as incurred. Internally generated software development costs recognized as intangible assets are carried at cost less any accumulated amortization on a straight- line basis over 3 years after they are completed. These assets are subject to an impairment test as described below. |
Business combinations | Business combinations IFRS 3, Business Combinations When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation based on the facts and circumstances at the acquisition date. Business acquisition costs incurred are expensed and included in transaction costs. Measurement period adjustments are adjustments that arise from additional information obtained during the “measurement period” (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (ii) fair value of the net identifiable assets acquired is recorded as goodwill. Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each CGU or a group of CGUs that is expected to benefit from the synergies of the combination. A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in the consolidated statements of loss and comprehensive loss. An impairment loss recognized for goodwill is not reversed in subsequent periods. On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Determining whether goodwill is impaired requires an estimation of the higher of fair value less costs of disposal and value in use of the CGUs to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value. |
Capital stock | 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 (“FVTPL”), transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in the consolidated statements of loss and comprehensive loss when incurred. Classification and subsequent measurement On initial recognition, financial assets are classified as subsequently measured at amortized cost, fair value through other comprehensive income (“FVOCI”) or FVTPL. The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics. Financial assets are classified as follows: ● Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in the consolidated statements of loss and comprehensive loss. Financial assets measured at amortized cost are comprised of trade receivables. ● FVOCI – Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at FVOCI. Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in the consolidated statements of loss and comprehensive loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to net loss. The Company does not hold any financial assets measured at FVOCI. ● Mandatorily FVTPL– Assets that do not meet the criteria to be measured at amortized cost or fair value through other comprehensive income are measured at fair value through profit or loss. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. Financial assets mandatorily measured at FVTPL are comprised of cash and cash equivalents. ● Designated at FVTPL – On initial recognition, the Company may irrevocably designate a financial asset to be measured at FVTPL in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income and changes in the financial assets’ carrying amount are recognized in the consolidated statements of loss and comprehensive loss. The Company does not hold any financial assets designated to be measured at FVTPL. Business model assessment The Company assesses the objective of its business model for holding a financial asset at a level of aggregation that best reflects the way the business is managed and information is provided to management. Information considered in this assessment includes stated policies and objectives. Contractual cash flow assessment The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual terms. For this purpose, “principal” is defined as the fair value of the financial asset on initial recognition. “Interest” is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the Company considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Company’s claim to cash flows, and any features that modify consideration for the time value of money. The Company measures all equity investments at fair value. Changes in fair value are recorded in the consolidated statements of loss and comprehensive loss. The Company does not hold any equity investments. Impairment of financial assets The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets measured at FVTPL. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions. The Company applies the simplified approach for trade receivables. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets’ contractual lifetime. The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit-impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses. For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the consolidated statements of financial position sheet as a deduction from the gross carrying amount of the financial asset. Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof. Financial liabilities Recognition and initial measurement The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at FVTPL for which transaction costs are immediately recorded in the consolidated statements of loss and comprehensive loss. Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the Classification and subsequent measurement Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains and losses relating to a financial liability are recognized in profit or loss. IFRS 9 contains three classification categories for financial assets: measured at amortized cost, FVOCI and FVTPL. The classification for each class of the Company’s financial assets and financial liabilities is as follows: Financial assets and liabilities IFRS 9 Classification Cash and restricted cash Amortized cost Trade and other receivables Amortized cost Trade and other payables Amortized cost Long-term debt Amortized cost Share-based payment liability FVTPL Derivative warrant liability FVTPL |
Compound financial instruments | Compound financial instruments Convertible notes issued with warrants are evaluated as to whether any embedded derivatives need to be separated from the host instrument. In accordance with IAS 32.31 for compound financial instruments, because equity instruments are defined as contracts evidencing a residual interest in the assets of an entity after deducting all of its liabilities, the warrants are assigned the residual amount of the consideration after deducting the fair value of the liability components and are subsequently carried at historical cost. The liability components represent the host debt and the embedded conversion feature. The embedded derivative conversion option is separated from its host contract on the basis of its stated terms and initially measured at fair value using the Black-Scholes model, with the host debt contract being the residual amount after separation. Subsequently, the loan payable component is measured at amortized cost using the effective interest method over the term of the loan. The loan component is accreted to the face value by recording accretion expense. The values of the conversion feature are re-measured at each reporting date until settlement, with changes in the fair value recorded in the consolidated statements of loss and comprehensive loss. Unit issuances comprising one common share and one |
Leases | Leases In accordance with IFRS 16, Leases 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 intangible assets and goodwill For purposes of assessing impairment under IFRS, assets are grouped in CGUs, the lowest levels for which the group of assets can generate largely independent cash inflows. The Company has six CGUs, which consist of VIQ Australia, VIQ US, VIQ Media, VIQ UK, Dataworx and VIQ Solutions Inc., and the CGUs with goodwill or indefinite-lived intangible assets are tested for impairment at least annually. All other long-lived assets and finite life intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s or CGU’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell or value-in-use. To determine the value in use, management estimates expected future cash flows from the CGU and determines a suitable pre-tax discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures is directly linked to the Company’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount rates have been determined for each of the CGUs and reflect their respective risk profile as assessed by management. Impairment losses for the CGUs reduce first the carrying amount of any goodwill allocated to that CGU, with any remaining impairment loss charged pro rata to the other assets in the CGU. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment charge is reversed if the asset’s recoverable amount exceeds its carrying amount only to the extent that the new carrying amount does not exceed the carrying value of the asset had it not originally been impaired. Property and equipment and definite life intangibles are tested for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. For the purpose of measuring recoverable values, assets are grouped at the lowest levels for which there are separately identifiable cash flows, which are its CGUs. The recoverable value is the higher of an asset’s fair value less costs of disposal and value in use (being the present value of the expected future cash flows of the relevant asset or CGU). In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risk specific to the asset. An impairment loss is recognized for the value by which the asset’s carrying value exceeds its recoverable value. |
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 eight revenue categories, being, Technology services, Software license, Support and maintenance, Software as a service (“SaaS”), Subscription, Professional services, and Hardware and other. Revenue is recognized upon transfer of control of products or services to customers at an amount that reflects the transaction price the Company expects to receive in exchange for the products or services. The Company’s contracts with customers may include the delivery of multiple products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The accounting for a contract or contracts with a customer that contain multiple performance obligations requires the Company to allocate the contract or contracts’ transaction price to the identified distinct performance obligations. Technology services revenue consists of fees charged for recurring services provided to our customers. Technology service revenue is recognized when the service is delivered to the customer. The Company has select customers where a flat rate is charged and revenue is recognized over time. Software license revenue is composed of non-recurring license fees charged for the use of the Company’s software products generally licensed under perpetual arrangements and to a lesser extent sale of third-party license software. The Company sells on- premises software licenses on a perpetual basis. On-premises software licenses are bundled with software maintenance and support services for a term. The license component and maintenance and support components are each allocated revenue using their relative estimated SSP. Revenue from the license of distinct software is recognized at the time that both the right to use the software has commenced and the software has been made available to the customer. Support and maintenance and other recurring revenue primarily consist of fees charged for customer support on the Company’s software products post-delivery. Certain of the Company’s contracts with customers contain provisions that require the customer to agree to first-year support and maintenance in order to maintain the active right to use a perpetual license. Support and maintenance and other recurring revenue primarily consists of fees charged for customer support on software products post- delivery. Revenue from SaaS arrangements, which allows customers to use hosted software over a term without taking possession of the software, is provided on a subscription basis. Revenue from the SaaS arrangement, which includes the hosted software and maintenance and digital transcription services, is recognized ratably over the term of the subscription. Professional service revenue consists of fees charged for customization, implementation, integration, training and ongoing services associated with the Company’s software products and technology services. Professional services are typically billed on a time and material basis and revenue is recognized over time as the services are performed. For professional services contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of services performed. Hardware revenue includes the resale of third-party hardware that forms part of the overall customer solutions. Hardware revenue is recognized when the goods are shipped. |
Cost of sales | Cost of sales Cost of sales for the technology segment includes the cost of finished goods inventory, costs related to shipping and handling and expenses relating to software support services. Cost of sales for the technology services segment includes production wages and other associated costs. |
Income taxes | 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 that 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, a Deferred Share Units (“DSU”) plan, a Performance Share Units (“PSU”) plan and a Restricted Share Units (“RSU”) plan, with units under such plans awarded to certain employees and directors. The fair value of the stock options granted that represent equity awards are measured using the Black-Scholes option pricing model. For stock options, the model considers each tranche with graded vesting features as a separate share option grant. Forfeitures for the stock options are estimated on the grant date and revised if the actual forfeitures differ from previous estimates. This fair value is recognized as share-based compensation expense over the vesting periods, with a related credit to contributed surplus. The contributed surplus balance is reduced as options are exercised through a credit to share capital. The consideration paid by option holders is credited to share capital when the options are exercised. The fair value of PSUs and RSUs granted that represent equity awards are measured at the value of the common shares. This fair value is recognized as share-based compensation expense over the vesting periods, with a related credit to contributed surplus. The contributed surplus balance is reduced as PSUs and RSUs are exercised through a credit to share capital. Eligible executives and directors may elect to receive RSUs equivalent in value of common shares of the Company in lieu of certain cash payments. Share-based compensation expense is recorded in the year of receipt of the RSUs and changes in the fair value of outstanding RSUs, including deemed dividend equivalents, are recorded as an expense in the period that they occur with a corresponding increase to the liability. Eligible directors and officers may be granted awards of DSUs, PSUs and RSUs equivalent in value of the Shares of the Company. DSUs, PSUs and RSUs vest after three to five years and are settled in equity or cash at the end of the restriction period or in the case of DSUs when the executive is no longer employed with the Company. The holders of the DSUs will only be able to redeem the DSUs in shares upon cessation of their service with the Company; therefore, the Company records DSUs as equity. Grants of DSUs are recorded at fair value in selling and administrative expense at the time of grant. The quoted market price of the underlying shares on the grant date is considered to be equivalent to fair value for the DSUs. The charge to equity for DSUs is not updated to fair value at each subsequent reporting period. Upon settlement, the amount recognized in contributed surplus for the award is reclassified to share capital, with any premium or discount applied to deficit. |
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 statements of loss and comprehensive loss as a reduction of the related expenses in the period in which they are earned, provided the conditions for receiving the grant are met in that period. |
Research and development credits | 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 statements of financial position. The Company’s net loss per share presented on the consolidated statements of loss and comprehensive loss is based upon its net loss and not its comprehensive loss. |
Accounting standards and amendments adopted | (ii) Standards and interpretations issued and effective IAS 37, Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”) Amendments to IAS 37 were issued in May 2020, and are effective for annual periods beginning on or after January 1, 2022, with earlier application permitted. The amendments address identifying onerous contracts and specify the cost of fulfilling a contract, which includes all costs directly related to the contract. These include incremental direct costs and allocations of other costs that relate directly to fulfilling the contract. The Company has concluded that there is no impact of adopting these amendments on its consolidated financial statements. IFRS 3, Business Combinations (“IFRS 3”) Amendments to IFRS 3 were issued in May 2020, and are effective for annual periods beginning on or after January 1, 2022, with earlier application permitted. The amendments update references within IFRS 3 to the 2018 Conceptual Framework and require that the principles in IAS 37 be used to identify liabilities and contingent assets arising from business combination. The Company has concluded there is no impact of adopting these amendments on its consolidated financial statements. The following new and amended standards did not have a significant impact on the Company’s consolidated financial statements. ● COVID-19-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16). ● Annual Improvements to IFRS Standards 2018–2020. ● Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16). (iii) Standards and interpretations issued but not yet effective Deferred Tax related assets and liabilities arising from a Single Transaction (Amendments to IAS 12) The amendments narrow the scope of the initial recognition exemption to exclude transactions that give rise to equal and offsetting temporary differences – e.g. leases and decommissioning liabilities. The amendments apply for annual reporting periods beginning on or after January 1, 2023. For leases and decommissioning liabilities, the associated deferred tax asset and liabilities will need to be recognized from the beginning of the earliest comparative period presented, with any cumulative effect recognized as an adjustment to retained earnings or other components of equity at that date. For all other transactions, the amendments apply to transactions that occur after the beginning of the earliest period presented. The amendments are effective for annual periods beginning on or after January 1, 2023. Earlier adoption is permitted. The Company is currently assessing the impact of this new amendment. 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) 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) Other standards The following new and amended standards are not expected to have a significant impact on the Company’s consolidated financial statements. ● Reference to Conceptual Framework (Amendments to IFRS 3). ● Classification of Liabilities as Current or Non-current (Amendments to IAS 1). ● IFRS 17, Insurance Contracts and amendments to IFRS 17, Insurance Contracts . |
Basis of preparation (Tables)
Basis of preparation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Basis of preparation | |
Schedule of functional currencies of each subsidiaries | Company/Subsidiary Functional currency VIQ Solutions Inc. CAD Dataworxs Systems Limited CAD VIQ Solutions, Inc. USD VIQ Australia PTY Ltd. AUD Dataworxs Systems Australia Ltd. AUD VIQ Solutions PTY Ltd. AUD VIQ Solutions Australia PTY Ltd. AUD VIQ PTY Ltd. AUD VIQ Australia Services PTY Ltd. AUD VIQ Services Inc. USD Net Transcripts, Inc. USD Hometech, Inc. USD Transcription Express, Inc. USD VIQ Media Transcription Inc. USD wordZexpressed, Inc. USD VIQ Solutions (UK) Limited GBP VIQ Services (UK) Limited GBP The Transcription Agency LLP GBP |
Schedule of exchange rates used | USD / CAD exchange rate December 31, 2022 December 31, 2021 December 31, 2020 Closing at the reporting date 0.7370 0.7874 0.7847 Average rate for the year 0.7685 0.7976 0.7480 USD / AUD exchange rate December 31, 2022 December 31, 2021 December 31, 2020 Closing at the reporting date 0.6805 0.7261 0.7708 Average rate for the year 0.6940 0.7525 0.6901 USD / GBP exchange rate December 31, 2022 December 31, 2021 December 31, 2020 Closing at the reporting date 1.2103 1.3510 1.3648 Average rate for the year 1.2368 1.3762 1.2831 |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant accounting policies | |
Schedule of depreciation rates of property and equipment | Furniture and fixtures 10-13 years Computer , software and transcription in equipment 3-4 years 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 – 13 years Brands 1 – 2 years Non-compete agreements Term of agreement |
Schedule of financial assets and financial liabilities | Financial assets and liabilities IFRS 9 Classification Cash and restricted cash Amortized cost Trade and other receivables Amortized cost Trade and other payables Amortized cost Long-term debt Amortized cost Share-based payment liability FVTPL Derivative warrant liability FVTPL |
2021 Acquisition (Tables)
2021 Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Auscript | |
Disclosure of detailed information about business combination [line items] | |
Schedule of total consideration for the acquisitions and the purchase price allocation | Previously Reported at Restated at December 31, December 31, 2021 Adjustment 2021 Consideration Cash (i) $ 7,496,856 $ 298,927 $ 7,795,783 Contingent consideration 150,000 — 150,000 Total consideration $ 7,646,856 $ 298,927 $ 7,945,783 Identifiable assets acquired and liabilities assumed Trade and other receivables, net of allowance for doubtful accounts 2,124,687 — 2,124,687 Prepaid expenses and deposits 168,009 — 168,009 Property and equipment 283,394 — 283,394 Right-of-use assets 912,910 — 912,910 Trade and other payable and accrued liabilities (1,886,414) — (1,886,414) Current portion of contract liabilities (44,313) — (44,313) Lease obligations (911,101) — (911,101) Deferred tax liability (852,557) (25,374) (877,931) Customer relationships 2,552,075 152,940 2,705,015 Non-compete 57,030 — 57,030 Brand 734,256 13,904 748,160 Goodwill $ 4,508,880 $ 157,457 $ 4,666,337 (i) Cash consideration was recorded in Trade and other payables and accrued liabilities as at December 31, 2021 and was paid on August 5, 2022. |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other receivables | |
Schedule of trade and other receivables | December 31, 2022 December 31, 2021 Trade accounts receivable $ 4,956,613 $ 4,423,315 Other receivable (note 6) 748,585 1,487,255 Less: allowance for doubtful accounts (399,470) (316,202) $ 5,305,728 $ 5,594,368 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and equipment | |
Schedule of details of property and equipment | Balance Balance December 31, Foreign December 31, 2021 Additions Impairment exchange 2022 Cost Furniture and fixtures $ 321,833 12,086 — (15,040) $ 318,879 Computer, software, and transcription equipment 1,812,771 1,180,809 (15,246) (93,264) 2,885,070 Buildings – leasehold improvements 43,051 9,594 — (2,090) 50,555 2,177,655 1,202,489 (15,246) (110,394) 3,254,504 Accumulated depreciation Furniture and fixtures 240,611 12,022 — (15,362) 237,271 Computer, software, and transcription equipment 1,473,012 152,157 — (90,711) 1,534,458 Buildings – leasehold improvements 3,058 48,284 — (700) 50,642 1,716,681 212,463 — (106,773) 1,822,371 Net book value $ 460,974 $ 1,432,133 Balance Balance December 31, Acquisitions Additions/ Foreign December 31, 2020 (Note 4) Disposals exchange 2021 Cost Furniture and fixtures $ 268,018 31,842 746 21,227 $ 321,833 Computer, software, and transcription equipment 1,499,729 218,696 78,458 15,888 1,812,771 Buildings – leasehold improvements 4,920 38,114 — 17 43,051 1,772,667 288,652 79,204 37,132 2,177,655 Accumulated depreciation Furniture and fixtures 219,306 — 13,844 7,461 240,611 Computer, software, and transcription equipment 1,335,406 — 111,884 25,722 1,473,012 Buildings – leasehold improvements 2,120 — 938 — 3,058 1,556,832 — 126,666 33,183 1,716,681 Net book value $ 215,835 $ 460,974 |
Intangible assets and goodwill
Intangible assets and goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible assets and goodwill. | |
Schedule of intangible assets | Balance December 31, 2021 Foreign Balance (Restated) Additions exchange December 31, 2022 Cost Customer relationships $ 15,612,098 — (308,448) $ 15,303,650 Technology 470,000 — — 470,000 Non-compete 176,140 — (57,195) 118,945 Brand 2,389,443 — (10,154) 2,379,289 Patents 15,232 — — 15,232 Internally generated intangible assets 9,371,951 1,828,983 (613,556) 10,587,378 $ 28,034,864 1,828,983 (989,352) $ 28,874,495 Accumulated amortization Customer relationships 6,361,535 2,722,780 (25,830) 9,058,485 Technology 290,499 179,501 — 470,000 Non-compete 56,744 69,687 — 126,431 Brand 349,495 1,601,285 (5,619) 1,945,161 Patents — — — — Internally generated intangible assets 6,047,607 935,701 (440,807) 6,542,501 13,105,880 5,508,954 (472,256) 18,142,578 Net book value $ 14,928,984 $ 10,731,917 Balance Balance December 31, December 31, Acquisitions Foreign 2021 2020 (note 4) Additions exchange (Restated) Cost Customer relationships $ 11,775,697 3,785,815 — 50,586 $ 15,612,098 Technology 470,000 — — — 470,000 Non-compete 51,031 124,580 — 529 176,140 Brand 1,520,899 856,141 — 12,403 2,389,443 Patents — — 15,232 — 15,232 Internally generated intangible assets 7,015,035 — 2,349,501 7,415 9,371,951 $ 20,832,662 4,766,536 2,364,733 70,933 $ 28,034,864 Accumulated amortization Customer relationships 4,099,565 — 2,260,372 1,598 6,361,535 Technology 196,499 — 94,000 — 290,499 Non-compete 19,638 — 37,105 — 56,743 Brand 133,921 — 215,574 — 349,495 Patents — — — — — Internally generated intangible assets 4,264,687 — 1,777,451 5,470 6,047,608 8,714,310 — 4,384,502 7,068 13,105,880 Net book value $ 12,118,352 $ 14,928,984 |
Schedule of intangible goodwill | Balance December 31, 2021 Foreign Balance (Restated) exchange December 31, 2022 VIQ Australia $ 5,350,379 $ (313,564) $ 5,036,815 Dataworxs 141,504 (9,058) 132,446 VIQ US 3,570,275 — 3,570,275 VIQ Media 2,614,802 — 2,614,802 VIQ UK 763,597 (70,887) 692,710 $ 12,440,557 $ (393,509) $ 12,047,048 Balance Balance Acquisitions Foreign December 31, 2021 December 31, 2020 (note 4) exchange (Restated) VIQ Australia $ 650,001 $ 4,666,337 $ 34,041 $ 5,350,379 Dataworxs 141,018 — 486 141,504 VIQ US 3,570,275 — — 3,570,275 VIQ Media 2,614,802 — — 2,614,802 VIQ UK — 763,597 — 763,597 $ 6,976,096 $ 5,429,934 $ 34,527 $ 12,440,557 |
Schedule of key assumptions used to determine the recoverable amount of the goodwill based on each CGU's | Revenue Terminal Carrying value of growth growth goodwill rate rate Pre-tax discount VIQ Australia $ 5,036,815 3 % 2 % 12.9 % Dataworxs 132,446 3 % 2 % 12.9 % VIQ US 3,570,275 3 % 2 % 12.9 % VIQ Media 2,614,802 3 % 2 % 12.9 % VIQ UK 692,710 3 % 2 % 12.9 % $ 12,047,048 |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-term debt | |
Disclosure of detailed information about borrowings | Word Z HomeTech Crown Promissory WordZ SBA VTB Loan Capital (a) note (b) Loan (b) Total Balance as at December 31, 2021 $ 11,472,235 $ 323,551 $ — $ 203,322 $ 11,999,108 Add: current portion 308,892 446,552 114,269 240,000 1,109,713 $ 11,781,127 $ 770,103 $ 114,269 $ 443,322 $ 13,108,821 Interest expense 900,202 29,667 238 — 930,107 Accretion expense 244,611 64,521 — 40,217 349,349 Interest payment (1,005,758) (34,600) (238) — (1,040,596) Debt repayment (4,015,669) (411,952) (114,269) (220,000) (4,761,890) Amendment fee (239,880) — — — (239,880) Loss on extinguishment of debt 747,865 — — — 747,865 Foreign exchange translation (439,707) — — — (439,707) Balance as at December 31, 2022 $ 7,972,791 $ 417,739 $ — $ 263,540 $ 8,654,070 Less: Current portion (7,972,791) (417,739) — (243,728) (8,634,258) $ — $ — $ — $ 19,812 $ 19,812 Word Z Transcription Crown Capital Promissory WordZ SBA Express VTB HomeTech (a) note (b) Loan Loan (b) VTB Loan (b) Total Balance as at December 31, 2020 $ 11,093,400 $ 617,751 $ 45,923 $ — $ 381,725 $ 12,138,799 Add: current portion 304,746 446,552 214,307 280,531 240,000 1,486,136 $ 11,398,146 $ 1,064,303 $ 260,230 $ 280,531 $ 621,725 $ 13,624,935 Interest expense 1,232,349 49,890 — 5,892 — 1,288,131 Accretion expense 347,372 102,462 — — 61,597 511,431 Interest payment (1,231,369) (39,109) (832) (5,892) — (1,277,202) Debt repayment — (407,443) (145,129) (280,531) (240,000) (1,073,103) Foreign exchange translation 34,629 — — — — 34,629 Balance as at December 31, 2021 $ 11,781,127 $ 770,103 $ 114,269 $ — $ 443,322 $ 13,108,821 Less: Current portion (308,892) (446,552) (114,269) — (240,000) (1,109,713) $ 11,472,235 $ 323,551 $ — $ — $ 203,322 $ 11,999,108 |
Schedule of minimum remaining principal repayments | Crown wordZ promissory HomeTech Capital note VTB loan Total 2023 $ 7,701,650 $ 432,939 $ 260,000 $ 8,394,589 2024 — — 20,000 20,000 $ 7,701,650 $ 432,939 $ 280,000 $ 8,414,589 |
Derivative warrant liability (T
Derivative warrant liability (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about financial instruments [line items] | |
Schedule of assumptions used to fair value | December 31, 2022 December 31, 2021 September 15, 2021 Year end Year End initial recognition Fair value (CAD) $ 0.02 $ 1.12 $ 1.93 Share price (CAD) $ 0.36 $ 3.11 $ 4.43 Exercise price (CAD) $ 6.78 $ 6.35 $ 6.33 Expected volatility 75 % 64.7 % 62 % Risk free rate 3.67 % 1.22 % 0.83 % Expected life (years) 3.71 4.71 5.0 Expected dividends 0 % 0 % 0 % |
PIPE | |
Disclosure of detailed information about financial instruments [line items] | |
Schedule of assumptions used to fair value | December 31, 2022 July 21, 2022 initial year end recognition Fair value (CAD) $ 0.10 $ 0.93 Share price (CAD) $ 0.36 $ 1.41 Exercise price (CAD) $ 1.89 $ 1.79 Expected volatility 77.1 % 69.9 % Risk free rate 3.50 % 3.06 % Expected life (years) 4.55 5.0 Expected dividends 0 % 0 % |
Capital stock (Tables)
Capital stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of classes of share capital [line items] | |
Schedule of common shares | Exercise price (CAD) Expiry dates Number outstanding Options – Legacy Plan $2.84 - $6.00 January 2023 – December 2023 123,750 $2.20 - $3.10 January 2024 – December 2024 220,350 $3.13 January 2025 – December 2025 376,000 Options – Omnibus Equity Incentive Plan $2.80 - 8.84 January 2031 – June 2031 318,000 $0.45 - 1.35 January 2032 – December 2032 805,947 Deferred share units – Legacy Plan $1.20 - $2.10 N/A 66,667 Restricted share units – Omnibus Equity Incentive Plan N/A January 2024 – December 2024 16,667 N/A January 2031 – June 2031 168,017 N/A N/A 636,535 Performance share units – Omnibus Equity Incentive Plan N/A N/A 165,000 |
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) $2.84 – $6.00 123,750 0.9 years $ 3.01 123,750 $ 3.01 $2.20 - $3.10 220,350 1.5 years $ 2.37 220,350 $ 2.37 $3.13 376,000 2.3 years $ 3.13 376,000 $ 3.13 720,100 1.8 years $ 2.88 720,100 $ 2.88 |
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 - $8.84 318,000 8.9 years $ 3.25 118,000 $ 3.82 $0.45 – $1.35 805,947 9.7 years $ 0.92 368,864 $ 0.98 1,123,947 9.5 years $ 1.58 486,864 $ 1.67 |
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, 2022 Year ended December 31, 2021 Omnibus Equity Incentive Plan Omnibus Equity Incentive Plan Fair value at grant date (CAD) $0.20 - $ 0.81 $2.30 - $7.29 Share price at grant date (CAD) $0.34 - $1.32 $2.80 - $8.93 Exercise price (CAD) $0.45 - $1.35 $8.84 - $8.93 Expected volatility 62.5% - 72.3% 81.60% - 82.7% Expected option life 5.5 – 6.5 10.0 Expected dividends 0% 0% Risk-free interest rate (based on government bonds) 2.90% - 3.16% 1.38% - 1.43% |
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 December 31, 2022 Year ended December 31, 2021 Omnibus Equity Incentive Plan Omnibus Equity Incentive Plan Fair value (CAD) $0.36 $3.11 Share price (CAD) $0.36 $3.11 Year ended December 31, 2022 Year ended December 31, 2021 Omnibus Equity Incentive Plan Omnibus Equity Incentive Plan Fair value (CAD) $0.35 - $1.32 $2.75 - $8.93 Share price (CAD) $0.35 - $1.32 $2.75 - $8.93 |
Performance Share Units [Member] | |
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, 2022 Omnibus Equity Incentive Plan Fair value (CAD) $ 1.32 Share price (CAD) $ 1.32 |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net loss per share | |
Schedule of basic and diluted net loss per share | Year ended December 31, 2022 2021 2020 Numerator for basic and diluted net loss per share: Net loss for the year $ (8,706,015) $ (19,678,749) $ (11,145,306) Denominator for basic net loss per share: Weighted average number of common shares outstanding 31,648,001 26,448,594 18,080,533 Effect of potential dilutive securities — — — Adjusted denominator for diluted net loss per share 31,648,001 26,448,594 18,080,533 Basic net loss per share $ (0.28) $ (0.74) $ (0.62) Diluted net loss per share $ (0.28) $ (0.74) $ (0.62) |
Supplemental cash flow inform_2
Supplemental cash flow information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 2020 Trade and other receivables $ 72,230 $ 1,180,069 $ (316,778) Inventories 11,750 (176) 18,473 Prepaid expenses and deposits 4,132 (1,630,088) (53,416) Trade and other payables and accrued liabilities 669,427 (1,170,715) (40,937) Taxes (104,670) — — Contract liabilities 742,228 (381,596) (380,629) Total $ 1,395,097 $ (2,002,506) $ (773,287) |
Schedule of other supplemental information | Other supplemental cash flow information as follows: Year ended December 31, 2022 2021 2020 Cash received for interest $ 1,718 $ 22,725 $ 1,068 Cash paid for interest 1,154,727 1,311,915 1,105,298 |
Segmented financial informati_2
Segmented financial information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segmented financial information | |
Schedule of information by reportable business segment | Year ended December 31, 2022 Technology and related Technology revenue services Corporate Total Consolidated income (loss) Revenue $ 4,031,450 $ 41,812,479 $ — $ 45,843,929 Gross profit 2,818,137 19,107,566 — 21,925,703 Selling and administrative expenses 2,156,808 19,796,235 2,573,260 24,526,303 Stock-based compensation 244,409 2,534,903 — 2,779,312 Research and development expenses 64,557 669,558 — 734,115 Depreciation and amortization 312,219 5,729,361 46,623 6,088,203 Foreign exchange gain — — (452,068) (452,068) Interest, accretion and other financing costs — — 2,283,812 2,283,812 Loss on contingent consideration — 80,071 — 80,071 Gain on revaluation of options — — (1,511,399) (1,511,399) Gain on revaluation of RSUs — — (550,260) (550,260) Gain on revaluation of the derivative warrant liability — — (4,255,017) (4,255,017) Loss on extinguishment of debt — — 747,865 747,865 Restructuring costs — — 323,075 323,075 Business acquisition costs — — 433,372 433,372 Impairment of property and equipment — 15,246 — 15,246 Other income — – (1,291) (1,291) Current income tax recovery — (105,256) — (105,256) Deferred income tax recovery (33,063) (471,302) — (504,365) Segment income (loss) 73,207 (9,141,250) 362,028 (8,706,015) 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) 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) |
Schedule of property and equipment based on the geographical location | Year ended December 31, 2022 2021 Australia $ 1,316,010 $ 325,228 United States 67,307 113,242 Canada 35,331 14,084 United Kingdom 13,485 8,420 $ 1,432,133 $ 460,974 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue | |
Schedule of disaggregation of revenue | Year ended December 31, Primary geographic markets 2022 2021 2020 Australia $ 26,332,938 $ 9,523,257 $ 8,531,854 United States 17,473,030 18,980,591 22,180,946 United Kingdom 1,718,537 1,948,321 611,666 Canada 205,656 160,372 305,166 Other 113,768 434,271 120,061 Total $ 45,843,929 $ 31,046,812 $ 31,749,693 Year ended December 31, Major products/service lines 2022 2021 2020 Technology services $ 41,812,479 $ 26,676,738 $ 28,190,993 Software licenses 352,473 1,365,882 1,013,854 Support and maintenance 1,872,620 1,772,203 1,519,424 SaaS 89,692 65,187 42,662 Subscription 493,845 189,359 — Professional services 950,605 451,695 288,597 Hardware 272,215 442,077 657,711 Other — 83,671 36,452 Total $ 45,843,929 $ 31,046,812 $ 31,749,693 |
Expenses by nature (Tables)
Expenses by nature (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Expenses by nature | |
Schedule of expenses by nature | Year ended December 31, 2022 2021 2020 Employee and contractor expenses (note 18) $ 39,054,160 $ 33,603,690 $ 22,682,199 Third-party vendors and other cost of sales 3,577,368 1,719,616 1,043,844 Depreciation and amortization 6,088,203 4,641,601 5,259,243 Facilities 646,894 470,773 279,028 Professional and consulting fees 1,648,274 4,099,129 1,566,224 Investor relations and other shareholder expenses 371,389 792,457 288,778 Bad debt 100,163 283,964 18,116 Marketing and advertising/promotion expenses 294,997 177,894 226,104 Software license and IT expenses 3,999,468 1,620,816 1,318,239 Telephone and internet 568,813 283,207 260,634 Travel 264,238 202,703 78,467 Insurance 1,143,358 630,066 103,702 Office, administrative, and other operating expenses 288,834 946,548 568,498 Foreign exchange loss (gain) (452,068) 22,130 (132,306) Total $ 57,594,091 $ 49,494,594 $ 33,560,770 |
Employee and contractor expen_2
Employee and contractor expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Employee and contractor expenses | |
Schedule of expenditures for employee and contractor salaries and benefits | Year ended December 31, 2022 2021 2020 Salaries and wages and employee benefits $ 25,731,132 $ 14,575,551 $ 11,060,315 Contract labour 10,082,646 9,550,731 9,818,222 Stock-based compensation 2,779,312 8,495,189 725,316 Other staff expense 461,070 982,219 1,078,346 Total $ 39,054,160 $ 33,603,690 $ 22,682,199 |
Right of use assets (Tables)
Right of use assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Right of use assets | |
Schedule of Right of use assets | Balance Balance December 31, Foreign December 31, 2021 Additions Adjustments exchange 2022 Cost Buildings $ 2,042,126 365,303 — (431,355) $ 1,976,074 Equipment 75,169 — (12,255) 1,472 64,386 $ 2,117,295 365,303 (12,255) (429,883) $ 2,040,460 Accumulated depreciation Buildings 952,901 351,702 — (368,197) $ 936,406 Equipment 29,901 15,084 — 469 45,454 982,802 366,786 — (367,728) $ 981,860 Net book value $ 1,134,493 $ 1,058,600 Balance Balance December 31, Foreign December 31, 2020 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 December 31, Foreign December 31, 2019 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, 2022 | |
Lease obligations. | |
Summary of activity related to the Company's lease liabilities | Below is a summary of the activity related to the Company’s lease liabilities for the year ended December 31, 2022, 2021 and 2020: Year ended December 31, 2022 2021 2020 Lease obligations, December 31, 2021 $ 1,188,769 $ 354,199 $ 689,644 Additions 386,090 953,868 12,199 Disposals — — (67,787) Interest on lease liabilities 114,131 34,712 53,549 Interest payments on lease liabilities (114,131) (34,712) (53,549) Principal payments of lease liabilities (270,795) (150,924) (338,276) Foreign exchange difference (97,816) 31,626 58,419 Lease obligations, end of year $ 1,206,248 $ 1,188,769 $ 354,199 |
Schedule of minimum payments under all agreements | 2023 $ 679,718 2024 496,123 2025 232,461 $ 1,408,302 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income taxes | |
Schedule of effective tax rate | 2022 2021 2020 Net loss before income taxes $ (9,315,636) $ (18,735,022) $ (12,089,338) Expected income tax recovery (2,468,644) (4,964,781) (3,203,675) Difference in foreign tax rates 258,214 163,190 202,331 Share-based compensation and non-deductible expenses (1,075,684) (3,470) (114,257) Prior year true-ups (205,361) (48,507) 75,227 Tax rate changes and other adjustments 21,067 9,619 2,210 Recognition of previously unrecognized deferred tax assets — — (317,387) Change in tax benefits not recognized 2,860,787 5,787,676 2,411,519 Income tax expense (recovery) $ (609,621) $ 943,727 $ (944,032) |
Schedule of income tax expense (recovery) | 2022 2021 2020 Current income tax expense (recovery) $ (105,256) $ (875) $ 106,986 Deferred income tax expense (recovery) (504,365) 944,602 (1,051,018) Income tax expense (recovery) $ (609,621) $ 943,727 $ (944,032) |
Schedule of components of deferred tax assets | 2022 2021 (restated - note 4) Non-capital losses carried forward $ 529,525 $ 288,655 Right-of-use assets 1,056 — Reserves 124,423 176,145 Deferred tax assets $ 655,004 $ 464,800 Non-capital losses carried forward 126,029 — Intangible assets (978,114) (1,217,527) Reserves (16,558) (7,113) Deferred tax liabilities (868,644) (1,224,640) Net deferred tax liabilities $ (213,639) $ (759,840) |
Schedule of tax effects of temporary differences and carry-forwards | Balance at Recognized Balance at December 31, in profit December 31, 2021 and loss Adjustments 2022 Deferred tax assets (liabilities): Non-capital losses carried forward 288,655 366,900 — 655,555 Intangible assets (1,148,280) 170,166 — (978,114) Right-of-use assets — 1,056 — 1,056 Reserves 176,145 (68,280) — 107,864 Other (76,360) 34,523 41,837 — $ (759,840) $ 504,365 $ 41,837 $ (213,639) Balance at Recognized Balance at December 31, in profit December 31, 2020 and loss Adjustments 2021 (restated) note 4 Deferred tax assets (liabilities): Non-capital losses carried forward 154,406 134,249 — 288,655 Intangible assets 16,104 27,655 (1,192,039) (1,148,280) Reserves 1,227,868 (1,051,723) — 176,145 Other (17,023) (54,783) (4,554) (76,360) $ 1,381,355 $ (944,602) $ (1,196,593) $ (759,840) |
Schedule of temporary differences of deferred tax assets | 2022 2021 Property and equipment $ 168,259 $ 317,392 Right-of-use assets (432,053) — Intangible assets 13,483,871 10,691,053 Share issuance costs – 20(1)(e) 149,410 474,873 Non-capital losses carried forward – Canada 22,769,811 21,725,215 Non-capital losses carried forward – US 14,371,217 10,537,511 Non-capital losses carried forward – Australia 684 195,574 Non-capital losses carried forward – UK 153,842 — Capital losses carried forward – Canada 324,281 346,457 Capital losses carried forward – Australia 503,570 537,322 Investment tax credits 558,951 597,175 SR&ED pool 1,748,848 1,868,445 Ontario SR&ED credit 86,586 92,507 Contract liabilities 130,834 270,320 Lease obligations 332,306 (58,111) Accrued vacation 1,004 38,584 Accrued liabilities — 12,409 Accrued interest 1,786,594 1,257,173 Difference between cash and accrual basis — (676,122) Financing cost - Crown Capital loan (165,079) — AFDA reserve 262,849 117,163 Contingent consideration liabilities 136,663 445,972 Stock-based compensation 397,153 149,343 Business acquisition expenses 691,321 314,633 Charitable contributions 250 — $ 57,461,172 $ 49,254,888 |
Risk management for financial_2
Risk management for financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about financial instruments [line items] | |
Schedule of trade receivable aging net of allowance of doubtful accounts | December 31, 2022 December 31, 2021 0 to 30 days $ 2,723,119 $ 2,490,940 31 to 60 days 1,034,627 973,641 61 to 90 days 816,221 623,990 91 days and older 731,761 1,505,797 $ 5,305,728 $ 5,594,368 |
Schedule of allowance for doubtful accounts provision | December 31, 2022 December 31, 2021 Beginning of year $ 316,202 $ 123,338 Add: provision for allowance for doubtful accounts 100,163 283,964 Less: write-offs (6,635) (112,116) Foreign exchange adjustments (10,260) 21,016 Expected credit loss – end of year $ 399,470 $ 316,202 |
Liquidity risk | |
Disclosure of detailed information about financial instruments [line items] | |
Schedules of information related to exposure to risk | 2023 2024 2025 Total Trade and other payables $ 5,937,880 $ — $ — $ 5,937,880 Lease obligations 679,718 496,123 232,461 1,408,302 Crown Capital debt 7,701,650 — — 7,701,650 Contingent consideration - WordZ 236,808 — — 236,808 WordZ promissory note 432,939 — — 432,939 HomeTech VTB loan 260,000 20,000 — 280,000 Total $ 15,248,995 $ 516,123 $ 232,461 $ 15,997,579 |
Credit risk | |
Disclosure of detailed information about financial instruments [line items] | |
Schedules of information related to exposure to risk | December 31, 2022 December 31, 2021 United States 48 % 48 % Australia 29 % 31 % United Kingdom 16 % 14 % Rest of world 7 % 7 % 100 % 100 % |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related party transactions | |
Schedule of related party key management personal compensation | 2022 2021 2020 Salaries and short-term employee benefits (i) $ 1,258,191 $ 1,821,211 $ 1,141,349 Stock-based compensation (ii) 663,145 7,600,415 169,969 $ 1,928,836 $ 9,421,626 $ 1,311,318 (i) Short-term employee benefits include bonuses and car allowances. (ii) 2022 included reversal of stock-based compensation expense for forfeitures of options for cash-settled options. |
Basis of preparation (Details)
Basis of preparation (Details) | 12 Months Ended | ||||||||||||||
Dec. 31, 2022 $ / $ | Dec. 31, 2022 $ / $ $ / $ | Dec. 31, 2022 $ / £ $ / $ | Dec. 31, 2021 $ / $ | Dec. 31, 2021 $ / $ $ / $ | Dec. 31, 2021 $ / £ $ / $ | Dec. 31, 2020 $ / $ | Dec. 31, 2020 $ / $ $ / $ | Dec. 31, 2020 $ / £ $ / $ | Dec. 31, 2022 $ / $ | Dec. 31, 2022 $ / £ | Dec. 31, 2021 $ / $ | Dec. 31, 2021 $ / £ | Dec. 31, 2020 $ / $ | Dec. 31, 2020 $ / £ | |
Basis of preparation | |||||||||||||||
Closing at the reporting date | 0.7370 | 0.7370 | 0.7370 | 0.7874 | 0.7874 | 0.7874 | 0.7847 | 0.7847 | 0.7847 | 0.6805 | 1.2103 | 0.7261 | 1.3510 | 0.7708 | 1.3648 |
Average rate for the period | 0.7685 | 0.6940 | 1.2368 | 0.7976 | 0.7525 | 1.3762 | 0.7480 | 0.6901 | 1.2831 |
Significant accounting polici_4
Significant accounting policies - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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 , software and transcription in equipment | Minimum | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 3 years |
Computer , software and transcription in 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, 2022 | |
Acquired technology | |
Disclosure of detailed information about intangible assets [line items] | |
Useful lives of intangible assets, excluding goodwill (in years) | 5 years |
Minimum | Customer relationships | |
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 | |
Disclosure of detailed information about intangible assets [line items] | |
Useful lives of intangible assets, excluding goodwill (in years) | 1 year |
Maximum | Customer relationships | |
Disclosure of detailed information about intangible assets [line items] | |
Useful lives of intangible assets, excluding goodwill (in years) | 13 years |
Maximum | Brand | |
Disclosure of detailed information about intangible assets [line items] | |
Useful lives of intangible assets, excluding goodwill (in years) | 2 years |
Significant accounting polici_6
Significant accounting policies - Additional information (Details) | 12 Months Ended |
Dec. 31, 2022 item shares | |
Significant accounting policies | |
Number of shares in a unit | shares | 1 |
Number of warrants in a unit | shares | 0.5 |
Number of cash generating units | item | 6 |
Number of revenue categories | item | 8 |
2021 Acquisition - Total consid
2021 Acquisition - Total consideration for the acquisitions and the purchase price allocation (Details) - USD ($) | Dec. 31, 2022 | Aug. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 26, 2020 | Jan. 31, 2020 |
Identifiable assets acquired and liabilities assumed | ||||||
Goodwill | $ 12,047,048 | $ 12,440,557 | $ 6,976,096 | |||
ASC | ||||||
Consideration | ||||||
Contingent consideration | $ 2,038,596 | |||||
WordZ Xpressed Inc | ||||||
Consideration | ||||||
Contingent consideration | $ 1,671,670 | |||||
Acquisition 2021 | ||||||
Consideration | ||||||
Cash (i) | 7,795,783 | $ 7,496,856 | ||||
Contingent consideration | 150,000 | $ 150,000 | ||||
Total consideration | 7,945,783 | |||||
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 | (877,931) | |||||
Goodwill | 4,666,337 | |||||
Acquisition 2021 | Customer relationships | ||||||
Identifiable assets acquired and liabilities assumed | ||||||
Acquisition-date fair value for other intangible assets | 2,705,015 | |||||
Acquisition 2021 | Non-compete (note 8) | ||||||
Identifiable assets acquired and liabilities assumed | ||||||
Acquisition-date fair value for other intangible assets | 57,030 | |||||
Acquisition 2021 | Brand | ||||||
Identifiable assets acquired and liabilities assumed | ||||||
Acquisition-date fair value for other intangible assets | 748,160 | |||||
Auscript | ||||||
Consideration | ||||||
Cash (i) | 298,927 | |||||
Total consideration | 298,927 | |||||
Identifiable assets acquired and liabilities assumed | ||||||
Deferred tax liability | (25,374) | |||||
Goodwill | 157,457 | |||||
Auscript | Customer relationships | ||||||
Identifiable assets acquired and liabilities assumed | ||||||
Acquisition-date fair value for other intangible assets | 152,940 | |||||
Auscript | Brand | ||||||
Identifiable assets acquired and liabilities assumed | ||||||
Acquisition-date fair value for other intangible assets | 13,904 | |||||
TTA | ||||||
Consideration | ||||||
Cash (i) | 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 | |||||
TTA | Customer relationships | ||||||
Identifiable assets acquired and liabilities assumed | ||||||
Acquisition-date fair value for other intangible assets | 2,552,075 | |||||
TTA | Non-compete (note 8) | ||||||
Identifiable assets acquired and liabilities assumed | ||||||
Acquisition-date fair value for other intangible assets | 57,030 | |||||
TTA | Brand | ||||||
Identifiable assets acquired and liabilities assumed | ||||||
Acquisition-date fair value for other intangible assets | $ 734,256 |
2021 Acquisition - Additional i
2021 Acquisition - Additional information (Details) - USD ($) | 12 Months Ended | |||||||
Aug. 05, 2022 | Dec. 23, 2021 | Feb. 26, 2020 | Jan. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2022 | |
Disclosure of detailed information about business combination [line items] | ||||||||
Gain on contingent consideration (note 4) | $ (80,071) | $ 332,569 | $ 946,503 | |||||
Earn out payment (note 4) | (539,380) | (2,600,536) | (377,312) | |||||
Trade and other payables and accrued liabilities | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Total contingent consideration | 258,003 | 357,323 | 314,845 | |||||
Long-term contingent consideration | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Total contingent consideration | 166,603 | 429,851 | ||||||
ASC | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Percentage of voting interest acquired | 100% | |||||||
Term of promissory note payable | 30 months | |||||||
Contingent consideration | $ 2,038,596 | |||||||
Present value of undiscounted expected future payments | $ 2,948,083 | |||||||
Significant unobservable inputs | 20.60% | |||||||
Gain on contingent consideration (note 4) | $ 130,220 | |||||||
Earn out payment (note 4) | $ 1,165,770 | |||||||
Total contingent consideration | 0 | 0 | 1,145,677 | |||||
Additional Earnout Liability Payable | 89,449 | |||||||
Reduction In Earnout Liability Payable | 234,971 | |||||||
WordZ Xpressed Inc | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Percentage of voting interest acquired | 100% | |||||||
Term of promissory note payable | 36 months | |||||||
Contingent consideration | $ 1,671,670 | |||||||
Present value of undiscounted expected future payments | $ 2,175,231 | |||||||
Gain on contingent consideration (note 4) | (80,071) | 202,350 | 946,503 | |||||
Accretion expense | 29,669 | 455,675 | 377,312 | |||||
Earn out payment (note 4) | 389,380 | 1,434,766 | 377,312 | |||||
Total contingent consideration | 258,003 | 523,926 | 744,696 | |||||
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 | 298,927 | |||||||
Cash paid | 298,927 | |||||||
Measurement period adjustments of goodwill and consideration | 298,927 | |||||||
TTA | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Purchase price | 7,646,856 | |||||||
Contingent consideration | 150,000 | |||||||
Cash paid | 7,496,856 | |||||||
Acquisition 2021 | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Purchase price | 7,945,783 | |||||||
Contingent consideration | 150,000 | $ 150,000 | ||||||
Cash paid | $ 7,795,783 | $ 7,496,856 | ||||||
Final payment of working capital adjustments | $ 298,927 |
Trade and other receivables (De
Trade and other receivables (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Trade and other receivables | |||
Trade accounts receivable | $ 4,956,613 | $ 4,423,315 | |
Other receivable (note 6) | 748,585 | 1,487,255 | |
Less: allowance for doubtful accounts | (399,470) | (316,202) | $ (123,338) |
Trade and other receivables | 5,305,728 | 5,594,368 | |
Unbilled revenue | 634,226 | 807,067 | |
Assistance receivable | 0 | 574,703 | |
Sales Tax Receivable | $ 114,359 | $ 105,485 |
Government assistance (Details)
Government assistance (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Government Subsidies [Line Items] | |||
Assistance receivable | $ 0 | $ 574,703 | |
Employee Retention Credit Program | |||
Government Subsidies [Line Items] | |||
Amount of Emergency Wage Subsidies received | 224,812 | 1,453,735 | $ 0 |
Proceeds from government grants | 574,703 | ||
Australia | |||
Government Subsidies [Line Items] | |||
Amount of Business Wage Subsidies received | $ 0 | $ 208,077 | $ 2,017,189 |
Property and equipment (Details
Property and equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | $ 460,974 | $ 215,835 |
Impairment | (15,246) | |
Property, plant and equipment at end of period | 1,432,133 | 460,974 |
Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 2,177,655 | 1,772,667 |
Acquisition (Note 4) | 288,652 | |
Additions | 1,202,489 | 79,204 |
Impairment | (15,246) | |
Foreign exchange | (110,394) | 37,132 |
Property, plant and equipment at end of period | 3,254,504 | 2,177,655 |
Accumulated depreciation. | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (1,716,681) | (1,556,832) |
Additions | 212,463 | 126,666 |
Foreign exchange | (106,773) | 33,183 |
Property, plant and equipment at end of period | (1,822,371) | (1,716,681) |
Furniture and fixtures | Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 321,833 | 268,018 |
Acquisition (Note 4) | 31,842 | |
Additions | 12,086 | 746 |
Foreign exchange | (15,040) | 21,227 |
Property, plant and equipment at end of period | 318,879 | 321,833 |
Furniture and fixtures | Accumulated depreciation. | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (240,611) | (219,306) |
Additions | 12,022 | 13,844 |
Foreign exchange | (15,362) | 7,461 |
Property, plant and equipment at end of period | (237,271) | (240,611) |
Computer, software, and transcription equipment | Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 1,812,771 | 1,499,729 |
Acquisition (Note 4) | 218,696 | |
Additions | 1,180,809 | 78,458 |
Impairment | (15,246) | |
Foreign exchange | (93,264) | 15,888 |
Property, plant and equipment at end of period | 2,885,070 | 1,812,771 |
Computer, software, and transcription equipment | Accumulated depreciation. | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (1,473,012) | (1,335,406) |
Additions | 152,157 | 111,884 |
Foreign exchange | (90,711) | 25,722 |
Property, plant and equipment at end of period | (1,534,458) | (1,473,012) |
Buildings - leasehold improvements | Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 43,051 | 4,920 |
Acquisition (Note 4) | 38,114 | |
Additions | 9,594 | |
Foreign exchange | (2,090) | 17 |
Property, plant and equipment at end of period | 50,555 | 43,051 |
Buildings - leasehold improvements | Accumulated depreciation. | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (3,058) | (2,120) |
Additions | 48,284 | 938 |
Foreign exchange | (700) | |
Property, plant and equipment at end of period | $ (50,642) | $ (3,058) |
Intangible assets and goodwil_2
Intangible assets and goodwill - Intangible assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | $ 14,928,984 | $ 12,118,352 |
Ending balance | 10,731,917 | 14,928,984 |
Cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 28,034,864 | 20,832,662 |
Acquisitions (note 4) | 4,766,536 | |
Additions | 1,828,983 | 2,364,733 |
Foreign exchange | (989,352) | 70,933 |
Ending balance | 28,874,495 | 28,034,864 |
Cost | Customer relationships | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 15,612,098 | 11,775,697 |
Acquisitions (note 4) | 3,785,815 | |
Foreign exchange | (308,448) | 50,586 |
Ending balance | 15,303,650 | 15,612,098 |
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 | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 2,389,443 | 1,520,899 |
Acquisitions (note 4) | 856,141 | |
Foreign exchange | (10,154) | 12,403 |
Ending balance | 2,379,289 | 2,389,443 |
Cost | Patents | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 15,232 | |
Additions | 15,232 | |
Ending balance | 15,232 | 15,232 |
Cost | Non-compete | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 176,140 | 51,031 |
Acquisitions (note 4) | 124,580 | |
Foreign exchange | (57,195) | 529 |
Ending balance | 118,945 | 176,140 |
Cost | Internally generated intangible assets | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 9,371,951 | 7,015,035 |
Additions | 1,828,983 | 2,349,501 |
Foreign exchange | (613,556) | 7,415 |
Ending balance | 10,587,378 | 9,371,951 |
Accumulated depreciation | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (13,105,880) | (8,714,310) |
Additions | 5,508,954 | 4,384,502 |
Foreign exchange | (472,256) | 7,068 |
Ending balance | (18,142,578) | (13,105,880) |
Accumulated depreciation | Customer relationships | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (6,361,535) | (4,099,565) |
Additions | 2,722,780 | 2,260,372 |
Foreign exchange | (25,830) | 1,598 |
Ending balance | (9,058,485) | (6,361,535) |
Accumulated depreciation | Acquired technology | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (290,499) | (196,499) |
Additions | 179,501 | 94,000 |
Ending balance | (470,000) | (290,499) |
Accumulated depreciation | Brand | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (349,495) | (133,921) |
Additions | 1,601,285 | 215,574 |
Foreign exchange | (5,619) | |
Ending balance | (1,945,161) | (349,495) |
Accumulated depreciation | Non-compete | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (56,743) | (19,638) |
Additions | 69,687 | 37,105 |
Ending balance | (126,431) | (56,743) |
Accumulated depreciation | Internally generated intangible assets | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (6,047,608) | (4,264,687) |
Additions | 935,701 | 1,777,451 |
Foreign exchange | (440,807) | 5,470 |
Ending balance | $ (6,542,501) | $ (6,047,608) |
Intangible assets and goodwil_3
Intangible assets and goodwill - Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of reconciliation of changes in goodwill [line items] | ||
Goodwill at beginning of period | $ 12,440,557 | $ 6,976,096 |
Acquisitions (note 4) | 5,429,934 | |
Foreign exchange | (393,509) | 34,527 |
Goodwill at end of period | 12,047,048 | 12,440,557 |
VIQ Australia | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Goodwill at beginning of period | 5,350,379 | 650,001 |
Acquisitions (note 4) | 4,666,337 | |
Foreign exchange | (313,564) | 34,041 |
Goodwill at end of period | 5,036,815 | 5,350,379 |
Dataworxs | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Goodwill at beginning of period | 141,504 | 141,018 |
Foreign exchange | (9,058) | 486 |
Goodwill at end of period | 132,446 | 141,504 |
VIQ US | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Goodwill at beginning of period | 3,570,275 | 3,570,275 |
Goodwill at end of period | 3,570,275 | 3,570,275 |
VIQ Media | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Goodwill at beginning of period | 2,614,802 | 2,614,802 |
Goodwill at end of period | 2,614,802 | 2,614,802 |
VIQ UK | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Goodwill at beginning of period | 763,597 | |
Acquisitions (note 4) | 763,597 | |
Foreign exchange | (70,887) | |
Goodwill at end of period | $ 692,710 | $ 763,597 |
Intangible assets and goodwil_4
Intangible assets and goodwill - Key assumptions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 12,047,048 | $ 12,440,557 | $ 6,976,096 |
VIQ Australia | |||
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 5,036,815 | ||
Revenue growth rate | 3% | ||
Terminal revenue growth rate | 2% | ||
Pre-tax discount rate | 12.90% | ||
Dataworxs | |||
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 132,446 | ||
Revenue growth rate | 3% | ||
Terminal revenue growth rate | 2% | ||
Pre-tax discount rate | 12.90% | ||
VIQ US | |||
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 3,570,275 | ||
Revenue growth rate | 3% | ||
Terminal revenue growth rate | 2% | ||
Pre-tax discount rate | 12.90% | ||
VIQ Media | |||
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 2,614,802 | ||
Revenue growth rate | 3% | ||
Terminal revenue growth rate | 2% | ||
Pre-tax discount rate | 12.90% | ||
VIQ UK | |||
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 692,710 | ||
Revenue growth rate | 3% | ||
Terminal revenue growth rate | 2% | ||
Pre-tax discount rate | 12.90% |
Intangible assets and goodwil_5
Intangible assets and goodwill - Additional information (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of information for cash-generating units [line items] | |||
Goodwill | $ 12,047,048 | $ 12,440,557 | $ 6,976,096 |
VIQ Solutions Inc Unit | |||
Disclosure of information for cash-generating units [line items] | |||
Goodwill | 0 | ||
Intangible assets with indefinite useful life | $ 0 |
Long-term debt (Details)
Long-term debt (Details) - USD ($) | 12 Months Ended | |||
Jul. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about borrowings [line items] | ||||
Balance as at Beginning | $ 11,999,108 | $ 12,138,799 | ||
Add: current portion | 8,634,258 | 1,109,713 | $ 1,486,136 | |
Less: current portion | (8,634,258) | (1,109,713) | ||
Total borrowings | 8,654,070 | 13,108,821 | 13,624,935 | |
Interest expense | 930,107 | 1,288,131 | ||
Accretion expense | 349,349 | 511,431 | ||
Interest payment | (1,040,596) | (1,277,202) | (1,052,576) | |
Debt repayment | (4,761,890) | (1,073,103) | ||
Loss on extinguishment of debt (note 9) | $ 747,865 | 747,865 | ||
Foreign Exchange Translation | (439,707) | 34,629 | ||
Balance as at Ending | 19,812 | 11,999,108 | 12,138,799 | |
Crown Capital Funding Partner LP | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Balance as at Beginning | 11,472,235 | 11,093,400 | ||
Add: current portion | 308,892 | 304,746 | ||
Less: current portion | (7,972,791) | (308,892) | ||
Total borrowings | 7,972,791 | 11,781,127 | 11,398,146 | |
Interest expense | 900,202 | 1,232,349 | 1,409,961 | |
Accretion expense | 244,611 | 347,372 | ||
Interest payment | (1,005,758) | (1,231,369) | ||
Debt repayment | (4,015,669) | |||
Loss on extinguishment of debt (note 9) | 747,865 | |||
Foreign Exchange Translation | (439,707) | 34,629 | ||
Balance as at Ending | 11,472,235 | 11,093,400 | ||
WordZ VTB | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Balance as at Beginning | 323,551 | 617,751 | ||
Add: current portion | 446,552 | 446,552 | ||
Less: current portion | (417,739) | (446,552) | ||
Total borrowings | 417,739 | 770,103 | 1,064,303 | |
Interest expense | 29,667 | 49,890 | ||
Accretion expense | 64,521 | 102,462 | ||
Interest payment | (34,600) | (39,109) | ||
Debt repayment | (411,952) | (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 | 114,269 | 214,307 | ||
Less: current portion | (114,269) | |||
Total borrowings | 114,269 | 260,230 | ||
Interest expense | 238 | |||
Interest payment | (238) | (832) | ||
Debt repayment | (114,269) | (145,129) | ||
Balance as at Ending | 45,923 | |||
Home Tech VTB | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Balance as at Beginning | 203,322 | 381,725 | ||
Add: current portion | 240,000 | 240,000 | ||
Less: current portion | (243,728) | (240,000) | ||
Total borrowings | 263,540 | 443,322 | 621,725 | |
Accretion expense | 40,217 | 61,597 | ||
Debt repayment | (220,000) | (240,000) | ||
Balance as at Ending | $ 19,812 | 203,322 | 381,725 | |
Transcription Express VTB | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Add: current portion | 280,531 | |||
Total borrowings | $ 280,531 | |||
Interest expense | 5,892 | |||
Interest payment | (5,892) | |||
Debt repayment | $ (280,531) |
Long-term debt - Principal Repa
Long-term debt - Principal Repayments of Debt (Details) | Dec. 31, 2022 USD ($) |
Disclosure of detailed information about borrowings [line items] | |
Total | $ 8,414,589 |
2023 | |
Disclosure of detailed information about borrowings [line items] | |
Total | 8,394,589 |
2024 | |
Disclosure of detailed information about borrowings [line items] | |
Total | 20,000 |
Crown Capital Funding Partner LP | |
Disclosure of detailed information about borrowings [line items] | |
Total | 7,701,650 |
Crown Capital Funding Partner LP | 2023 | |
Disclosure of detailed information about borrowings [line items] | |
Total | 7,701,650 |
WordZ Xpressed Inc | |
Disclosure of detailed information about borrowings [line items] | |
Total | 432,939 |
WordZ Xpressed Inc | 2023 | |
Disclosure of detailed information about borrowings [line items] | |
Total | 432,939 |
Home Tech VTB | |
Disclosure of detailed information about borrowings [line items] | |
Total | 280,000 |
Home Tech VTB | 2023 | |
Disclosure of detailed information about borrowings [line items] | |
Total | 260,000 |
Home Tech VTB | 2024 | |
Disclosure of detailed information about borrowings [line items] | |
Total | $ 20,000 |
Long-term debt - Crown Capital
Long-term debt - Crown Capital Funding Partner LP (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||
Jul. 14, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2022 CAD ($) | Sep. 30, 2020 USD ($) shares | Dec. 31, 2022 USD ($) M shares | Dec. 31, 2022 CAD ($) M | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 USD ($) $ / shares | Mar. 31, 2022 CAD ($) | Jan. 05, 2021 | Sep. 30, 2020 CAD ($) $ / shares | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2018 CAD ($) | |
Disclosure of detailed information about borrowings [line items] | |||||||||||||||
Long term debt | $ 19,812 | $ 11,999,108 | $ 12,138,799 | $ 12,138,799 | |||||||||||
Loss on extinguishment of debt (note 9) | $ 747,865 | 747,865 | |||||||||||||
Amount of shares issued | 4,053,476 | 16,715,000 | 13,747,345 | ||||||||||||
Issue of equity | 1,898,271 | 13,485,003 | 13,747,345 | ||||||||||||
Debt repayment | 4,761,890 | 1,070,275 | 838,031 | ||||||||||||
Accretion and other financing costs (note 9) | 1,231,194 | 967,106 | 1,216,949 | ||||||||||||
Borrowings face amount | 8,414,589 | ||||||||||||||
Amendment fee | (239,880) | ||||||||||||||
Debt instrument fair value disclosures | $ 7,701,650 | ||||||||||||||
Proceeds from borrowings | 4,827,175 | ||||||||||||||
Interest expense | $ 930,107 | 1,288,131 | |||||||||||||
Loss on revaluation of conversion feature liability (note 9) | (1,308,440) | ||||||||||||||
Amendment crown debt facility | |||||||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||||||
Interest rate | 10% | ||||||||||||||
Borrowings face amount | $ 4,005,768 | $ 5,000,000 | |||||||||||||
Amendment fee | $ 239,880 | $ 300,000 | |||||||||||||
Crown Capital Funding Partner LP | |||||||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||||||
Maximum borrowing capacity | $ 11,055,000 | $ 15,000,000 | |||||||||||||
Long term debt | 11,472,235 | 11,093,400 | 11,093,400 | ||||||||||||
Interest rate | 10% | 10% | 10% | ||||||||||||
Loss on extinguishment of debt (note 9) | $ 747,865 | ||||||||||||||
Number of warrants issued | shares | 450,000 | ||||||||||||||
Share price | $ / shares | $ 2.06 | ||||||||||||||
Number of shares issued | shares | 1,078,901 | ||||||||||||||
Issue of equity | $ 442,626 | ||||||||||||||
Incremental fair value | $ 84,287 | $ 111,387 | |||||||||||||
Borrowings fee incurred | 353,115 | $ 450,000 | |||||||||||||
Accretion and other financing costs (note 9) | 244,611 | 347,372 | 313,112 | ||||||||||||
Borrowings face amount | 7,701,650 | ||||||||||||||
Amendment fee | (239,880) | ||||||||||||||
Interest expense | $ 900,202 | 1,232,349 | 1,409,961 | ||||||||||||
Unsecured Promissory Notes | Transcription Express VTB loan | |||||||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||||||
Interest rate | 10% | ||||||||||||||
Borrowings face amount | $ 1,666,227 | ||||||||||||||
Unsecured Promissory Notes | Home Tech VTB | |||||||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||||||
Interest rate | 12% | ||||||||||||||
Borrowings face amount | $ 1,200,000 | ||||||||||||||
Number of Installment to be paid | M | 60 | 60 | |||||||||||||
Borrowings periodic payment | $ 20,000 | ||||||||||||||
Unsecured Promissory Notes | WordZ Xpressed Inc | |||||||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||||||
Interest rate | 12% | 5% | |||||||||||||
Borrowings face amount | $ 1,200,000 | ||||||||||||||
Number of Installment to be paid | M | 36 | 36 | |||||||||||||
Convertible Notes | Amending agreements | |||||||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||||||
Incremental fair value | 1,497,804 | 1,497,804 | |||||||||||||
Borrowings face amount | 6,792,934 | $ 6,792,934 | |||||||||||||
Conversion Price | $ / shares | $ 2.18 | ||||||||||||||
Interest expense | 3,503,797 | ||||||||||||||
Loss on revaluation of conversion feature liability (note 9) | $ 1,308,440 | ||||||||||||||
Paycheck Protection Program Loan | |||||||||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||||||||
Debt repayment | $ 114,269 | $ 145,129 |
Derivative warrant liability -
Derivative warrant liability - Assumptions (Details) | Dec. 31, 2022 $ / shares USD ($) | Jul. 21, 2022 $ / shares USD ($) | Dec. 31, 2021 USD ($) $ / shares | Sep. 15, 2021 $ / shares USD ($) |
Fair value (CAD) | ||||
Derivative warrant liability | ||||
Measurement input | 0.02 | 1.12 | 1.93 | |
Fair value (CAD) | PIPE | ||||
Derivative warrant liability | ||||
Measurement input | 0.10 | 0.93 | ||
Share price (CAD) | ||||
Derivative warrant liability | ||||
Measurement input | 0.36 | 3.11 | 4.43 | |
Share price (CAD) | PIPE | ||||
Derivative warrant liability | ||||
Measurement input | 0.36 | 1.41 | ||
Exercise price (CAD) | ||||
Derivative warrant liability | ||||
Measurement input | 6.78 | 6.35 | 6.33 | |
Exercise price (CAD) | PIPE | ||||
Derivative warrant liability | ||||
Measurement input | 1.89 | 1.79 | ||
Expected volatility | ||||
Derivative warrant liability | ||||
Measurement input | 75 | 64.7 | 62 | |
Expected volatility | PIPE | ||||
Derivative warrant liability | ||||
Measurement input | 77.1 | 69.9 | ||
Risk free rate | ||||
Derivative warrant liability | ||||
Measurement input | 3.67 | 1.22 | 0.83 | |
Risk free rate | PIPE | ||||
Derivative warrant liability | ||||
Measurement input | 3.50 | 3.06 | ||
Expected life (years) | ||||
Derivative warrant liability | ||||
Measurement input | $ | 3.71 | 4.71 | 5 | |
Expected life (years) | PIPE | ||||
Derivative warrant liability | ||||
Measurement input | $ | 4.55 | 5 | ||
Expected dividends | ||||
Derivative warrant liability | ||||
Measurement input | 0 | 0 | 0 | |
Expected dividends | PIPE | ||||
Derivative warrant liability | ||||
Measurement input | 0 | 0 |
Derivative warrant liability (D
Derivative warrant liability (Details) - USD ($) | 12 Months Ended | |||
Jul. 21, 2022 | Sep. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about financial instruments [line items] | ||||
Warrant outstanding | 5,669,499 | 2,117,647 | ||
Warrants exercised | 0 | 0 | ||
Gain on revaluation of the derivative warrant liability | $ 4,255,017 | $ 1,368,180 | ||
PIPE | ||||
Disclosure of detailed information about financial instruments [line items] | ||||
Number of units issued during the period | 3,551,852 | |||
Price per unit | $ 1.35 | |||
The cash in flow from issuance of units | $ 4,800,000 | |||
Number of common shares issuable for each unit | 1 | |||
Issuance costs | $ 741,000 | |||
Proceeds from issuance of shares | 344,000 | |||
Accretion and other financing cost | $ 397,000 | |||
Offering | ||||
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 | ||||
Disclosure of detailed information about financial instruments [line items] | ||||
Number of warrants in each unit | 0.5 | |||
Total number of warrants | 2,117,647 | |||
Warrant | PIPE | ||||
Disclosure of detailed information about financial instruments [line items] | ||||
Number of shares for each warrant | 1 | |||
Warrants exercise price | $ 1.39 | |||
Warrant | Offering | ||||
Disclosure of detailed information about financial instruments [line items] | ||||
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, 2022 | Dec. 31, 2020 |
Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 720,100 | 396,000 |
Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 1,123,947 | |
Options | Expiry date January 2023 - December 2023 | Exercise Price Range One | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 123,750 | |
Options | Expiry date January 2024 - December 2024 | Exercise Price Range Two | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 220,350 | |
Options | Expiry date January 2025 - December 2025 | Exercise Price Range Three | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 376,000 | |
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 | |
Options | Expiry date January 2031 - June 2031 | Exercise Price Range One | Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 318,000 | |
Options | Expiry date January 2032 December 2032 | Exercise Price Range Two | Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 805,947 | |
Options | Minimum | Expiry date January 2023 - December 2023 | Exercise Price Range One | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | $ 2.84 | |
Options | Minimum | Expiry date January 2024 - December 2024 | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | 2.20 | |
Options | Minimum | Expiry date January 2031 - June 2031 | Exercise Price Range One | Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | 2.80 | |
Options | Minimum | Expiry date January 2032 December 2032 | Exercise Price Range Two | Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | 0.45 | |
Options | Maximum | Expiry date January 2023 - December 2023 | Exercise Price Range One | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | 6 | |
Options | Maximum | Expiry date January 2024 - December 2024 | Exercise Price Range Two | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | 3.10 | |
Options | Maximum | Expiry date January 2031 - June 2031 | Exercise Price Range One | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | 8.84 | |
Options | Maximum | Expiry date January 2032 December 2032 | Exercise Price Range Two | Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | 1.35 | |
Deferred share units | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | $ 1.20 | |
Number of shares outstanding | 66,667 | |
Deferred share units | Maximum | Legacy Plan | ||
Disclosure of classes of share capital [line items] | ||
Exercise price | $ 2.10 | |
Restricted Share Units | Exercise Price Range Three | Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 636,535 | |
Restricted Share Units | Expiry date January 2024 - December 2024 | Exercise Price Range One | Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 16,667 | |
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 | 168,017 | |
Performance share units | Exercise Price Range One | Omnibus Equity Incentive Plan | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 165,000 |
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, 2022 USD ($) Y | Dec. 31, 2022 $ / shares | Dec. 31, 2021 USD ($) Y | Dec. 31, 2021 $ / shares | Dec. 31, 2020 USD ($) | |
Disclosure of classes of share capital [line items] | |||||
Gain on revaluation of share options | $ | $ 1,511,399 | ||||
Gain on revaluation of RSUs (note 11) | $ | $ 550,260 | $ 242,595 | |||
Omnibus Equity Incentive Plan | |||||
Disclosure of classes of share capital [line items] | |||||
Option life (years) | Y | 10 | ||||
Omnibus Equity Incentive Plan | Minimum | |||||
Disclosure of classes of share capital [line items] | |||||
Fair value | $ 0.20 | $ 2.30 | |||
Share price | 0.34 | 2.80 | |||
Exercise price | 0.45 | 8.84 | |||
Expected volatility | 62.50% | 81.60% | |||
Option life (years) | Y | 5.5 | ||||
Risk-free interest rate (based on government bonds) | 2.90% | 1.38% | |||
Omnibus Equity Incentive Plan | Maximum | |||||
Disclosure of classes of share capital [line items] | |||||
Fair value | 0.81 | 7.29 | |||
Share price | 1.32 | 8.93 | |||
Exercise price | 1.35 | 8.93 | |||
Expected volatility | 72.30% | 82.70% | |||
Option life (years) | Y | 6.5 | ||||
Risk-free interest rate (based on government bonds) | 3.16% | 1.43% | |||
Restricted Share Units | Omnibus Equity Incentive Plan | Minimum | |||||
Disclosure of classes of share capital [line items] | |||||
Fair value | 0.35 | ||||
Share price | 0.35 | ||||
Fair value | 2.75 | ||||
Share price | 2.75 | ||||
Restricted Share Units | Omnibus Equity Incentive Plan | Maximum | |||||
Disclosure of classes of share capital [line items] | |||||
Fair value | 1.32 | ||||
Share price | 1.32 | ||||
Fair value | 8.93 | ||||
Share price | 8.93 | ||||
Cash settled shares based payments | Omnibus Equity Incentive Plan | |||||
Disclosure of classes of share capital [line items] | |||||
Expected dividends | 0% | 0% | |||
Fair value | 0.36 | 3.11 | |||
Share price | 0.36 | $ 3.11 | |||
Gain on revaluation of RSUs (note 11) | $ | $ 550,260 | $ 0 | $ 0 | ||
Performance Share Units [Member] | Omnibus Equity Incentive Plan | |||||
Disclosure of classes of share capital [line items] | |||||
Fair value | 1.32 | ||||
Share price | $ 1.32 |
Capital stock - Stock options o
Capital stock - Stock options outstanding and exercisable (Details) | 12 Months Ended | ||
Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares shares | |
Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | shares | 720,100 | 396,000 | |
Weighted average exercise price, Options outstanding | $ 2.88 | $ 3.16 | $ 2.62 |
Weighted average exercise price, Options exercisable | $ 2.88 | ||
Options exercisable | 720,100 | ||
Omnibus Equity Incentive Plan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | shares | 1,123,947 | ||
Weighted average remaining contractual life | 9 years 6 months | ||
Weighted average exercise price, Options outstanding | $ 1.58 | ||
Weighted average exercise price, Options exercisable | $ 1.67 | $ 8.84 | |
Options exercisable | 486,864 | ||
Range of exercise price $4.40 - $6.40 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Weighted average remaining contractual life | 10 months 24 days | ||
Range of exercise price $2.84 - $6.00 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | shares | 123,750 | ||
Weighted average remaining contractual life | 1 year 6 months | ||
Weighted average exercise price, Options outstanding | $ 3.01 | ||
Weighted average exercise price, Options exercisable | $ 3.01 | ||
Options exercisable | 123,750 | ||
Range of exercise price $2.20 - $3.10 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | shares | 220,350 | ||
Weighted average remaining contractual life | 2 years 3 months 18 days | ||
Weighted average exercise price, Options outstanding | $ 2.37 | ||
Weighted average exercise price, Options exercisable | $ 2.37 | ||
Options exercisable | 220,350 | ||
Range of exercise price $ 3.13 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | shares | 376,000 | ||
Weighted average remaining contractual life | 1 year 9 months 18 days | ||
Weighted average exercise price, Options outstanding | $ 3.13 | ||
Weighted average exercise price, Options exercisable | $ 3.13 | ||
Options exercisable | 376,000 | ||
Range of exercise price 2.80 - 8.93 | Omnibus Equity Incentive Plan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | shares | 318,000 | ||
Weighted average remaining contractual life | 8 years 10 months 24 days | ||
Weighted average exercise price | $ 3.25 | ||
Weighted average exercise price, Options exercisable | $ 3.82 | ||
Options exercisable | 118,000 | ||
Range of exercise price 0.45 - 1.35 | Omnibus Equity Incentive Plan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | shares | 805,947 | ||
Weighted average remaining contractual life | 9 years 8 months 12 days | ||
Weighted average exercise price | $ 0.92 | ||
Weighted average exercise price, Options exercisable | $ 0.98 | ||
Options exercisable | 368,864 | ||
Minimum | Range of exercise price $4.40 - $6.40 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | $ 2.84 | ||
Minimum | Range of exercise price $2.84 - $6.00 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | 2.20 | ||
Minimum | Range of exercise price $2.20 - $3.10 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | 3.13 | ||
Minimum | Range of exercise price 2.80 - 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 - 8.93 | Omnibus Equity Incentive Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | 0.45 | ||
Maximum | Range of exercise price $4.40 - $6.40 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | 6 | ||
Maximum | Range of exercise price $2.84 - $6.00 | Legacy Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | 3.10 | ||
Maximum | Range of exercise price 2.80 - 2.99 | Omnibus Equity Incentive Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | 8.84 | ||
Maximum | Range of exercise price 8.84 - 8.93 | Omnibus Equity Incentive Plan | |||
Disclosure of classes of share capital [line items] | |||
Exercise price | $ 1.35 |
Capital stock - Additional Info
Capital stock - Additional Information (Details) | 12 Months Ended | 24 Months Ended | ||||||||
May 16, 2022 Option | Apr. 29, 2021 | Dec. 31, 2022 Option USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) Option shares | Dec. 31, 2021 CAD ($) Option USD ($) $ / shares shares | Dec. 31, 2020 USD ($) Option shares | Dec. 31, 2020 CAD ($) Option USD ($) $ / shares shares | Dec. 31, 2021 USD ($) Option $ / shares shares | Dec. 31, 2022 USD ($) item Option $ / shares shares | Jun. 11, 2021 USD ($) shares | |
Disclosure of classes of share capital [line items] | ||||||||||
Common stock par value | $ / shares | $ 0 | |||||||||
Proceeds from exercise of warrants | $ | $ 246,160 | $ 10,568 | ||||||||
Proceeds from actual share options exercised | $ | $ 312,833 | $ 113,500 | ||||||||
Number of share option exercised | 0 | 203,333 | 203,333 | 92,500 | 92,500 | |||||
Number of stock options forfeited | 886,253 | 0 | 0 | |||||||
Number of stock options expired | 72,000 | 33,333 | 33,333 | 53,667 | 53,667 | |||||
Maximum allowable grants | shares | 3,464,970 | 2,988,172 | 2,359,143 | 2,988,172 | 3,464,970 | |||||
Number of stock options outstanding | $ | 2,896,933 | 2,259,036 | 1,184,600 | 2,259,036 | 2,896,933 | |||||
Warrants exercised | shares | 0 | 0 | 0 | |||||||
Liabilities from share-based payment transactions | $ | $ 141,186 | |||||||||
Number of option deemed to be settled under cash less transaction | shares | 155,517 | 155,517 | 155,517 | |||||||
Number of other equity instruments forfeited | 0 | |||||||||
Stock Option Plan | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Maximum percentage of granting of options | 10% | |||||||||
Stock term | 5 years | |||||||||
Number of share options granted | 805,947 | |||||||||
Number of stock options outstanding | 1,844,047 | 1,844,047 | ||||||||
Number of shares acquired | item | 1 | 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% | |||||||||
Legacy Plan | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Share options vested | shares | 720,100 | 749,267 | 749,267 | 770,283 | 770,283 | |||||
Weighted average exercise price, Options exercisable | $ / shares | $ 2.88 | |||||||||
Weighted average exercise price | $ / shares | $ 3.16 | $ 2.62 | $ 3.16 | 2.88 | ||||||
Number of share options granted | 0 | 1,115,086 | 1,115,086 | 396,000 | 396,000 | |||||
Omnibus Equity Incentive Plan | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Stock term | 10 years | |||||||||
Share options vested | shares | 486,864 | 46,500 | 46,500 | 0 | 0 | |||||
Weighted average exercise price, Options exercisable | $ / shares | $ 8.84 | $ 8.84 | 1.67 | |||||||
Weighted average exercise price | $ / shares | $ 1.58 | |||||||||
Percentage on issued and outstanding | 10% | |||||||||
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] | ||||||||||
Number of share options granted | 803,463 | 1,023,378 | 1,023,378 | 0 | 0 | |||||
Number of share option vested | 689,469 | 842,861 | ||||||||
Number of share option exercised | $ | 175,261 | 827,361 | 0 | |||||||
Number of stock options outstanding | $ | 821,219 | |||||||||
Number of shares acquired | item | 1 | 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 | ||||||||
Warrants issued | shares | 0 | 0 | 0 | 0 | 0 | |||||
Warrants outstanding | shares | 0 | 0 | 0 | |||||||
Warrants exercised | shares | 0 | 1,123,878 | 1,123,878 | 1,154,759 | 1,154,759 | |||||
Deferred share units | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Number of share options granted | 0 | 0 | ||||||||
Percentage of maximum grants based on common shares outstanding | 10% | 10% | ||||||||
Maximum allowable grants | shares | 100,000 | 100,000 | ||||||||
Number of stock options outstanding | $ | 66,667 | 66,667 | ||||||||
Deferred share units | Legacy Plan | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Exercise price | $ / shares | $ 1.20 | |||||||||
Performance Share Units [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Number of share options granted | 195,000 | |||||||||
Number of stock options outstanding | 165,000 | |||||||||
Number of other equity instruments forfeited | 30,000 |
Stock-based compensation (Detai
Stock-based compensation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Total compensation expense | $ 2,779,312 | $ 8,495,189 | $ 725,316 |
Share based payment liability | 1,514,789 | 1,815,607 | 0 |
Contributed surplus | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Total compensation expense | 1,264,523 | 6,679,582 | 461,509 |
Stock appreciation rights | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Total compensation expense | $ 2,779,312 | $ 8,495,189 | $ 725,316 |
Net loss per share (Details)
Net loss per share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator for basic and diluted net loss per share: | |||
Net loss for the year | $ (8,706,015) | $ (19,678,749) | $ (11,145,306) |
Denominator for basic net loss per share: | |||
Weighted average number of common shares outstanding | 31,648,001 | 26,448,594 | 18,080,533 |
Adjusted denominator for diluted net loss per share | 31,648,001 | 26,448,594 | 18,080,533 |
Basic | $ (0.28) | $ (0.74) | $ (0.62) |
Diluted | $ (0.28) | $ (0.74) | $ (0.62) |
Anti dilutive securities not included in the calculation of diluted earnings per share | 8,566,432 | 4,376,683 | 2,308,478 |
Supplemental cash flow inform_3
Supplemental cash flow information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental cash flow information | |||
Trade and other receivables | $ 72,230 | $ 1,180,069 | $ (316,778) |
Inventories | 11,750 | (176) | 18,473 |
Prepaid expenses and deposits | 4,132 | (1,630,088) | (53,416) |
Trade and other payables and accrued liabilities | 669,427 | (1,170,715) | (40,937) |
Taxes | (104,670) | ||
Contract liabilities | 742,228 | (381,596) | (380,629) |
Total | $ 1,395,097 | $ (2,002,506) | $ (773,287) |
Supplemental cash flow inform_4
Supplemental cash flow information - Other supplemental cash flow information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental cash flow information | |||
Cash received for interest | $ 1,718 | $ 22,725 | $ 1,068 |
Cash paid for interest | $ 1,154,727 | $ 1,311,915 | $ 1,105,298 |
Segmented financial informati_3
Segmented financial information - Financial information by reportable business segment (Details) - USD ($) | 12 Months Ended | |||
Jul. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | ||||
Revenue from contract with customers | $ 45,843,929 | $ 31,046,812 | $ 31,749,693 | |
Gross profit | 21,925,703 | 14,922,959 | 16,150,256 | |
Selling and administrative expenses | 24,526,303 | 19,119,713 | 11,034,902 | |
Stock-based compensation (note 12) | 2,779,312 | 8,495,189 | 725,316 | |
Research and development expenses | 734,115 | 1,092,108 | 1,074,178 | |
Depreciation and amortization | 6,088,203 | 4,641,601 | 5,259,243 | |
Foreign exchange loss (gain) (note 22) | (452,068) | 22,130 | (132,306) | |
Interest, accretion and other financing costs | 2,283,812 | 2,298,206 | 6,151,466 | |
Other income | (1,291) | (12,003) | (10,373) | |
Gain (Loss) on revaluation of conversion feature liability | 1,308,440 | |||
(Loss) gain on contingent consideration (note 4) | 80,071 | (332,569) | (946,503) | |
Gain on revaluation of options | (1,511,399) | (1,028,055) | ||
Gain on revaluation of RSUs | (550,260) | (242,595) | ||
Gain on revaluation of the derivative warrant liability | (4,255,017) | (1,368,180) | ||
Loss on extinguishment of debt (note 9) | $ 747,865 | 747,865 | ||
Impairment of intangibles | 2,258,369 | |||
Loss on repayment of long-term debt | 1,497,804 | |||
Restructuring costs | 323,075 | 432,702 | ||
Business acquisition costs | 433,372 | 539,734 | 19,058 | |
Impairment of property and equipment (note 7) | 15,246 | |||
Current income tax (recovery) expense (note 21) | (105,256) | (875) | 106,986 | |
Deferred income tax (recovery) expense (note 21) | (504,365) | 944,602 | (1,051,018) | |
Segment income (loss) | (8,706,015) | (19,678,749) | (11,145,306) | |
Consolidated balance sheet | ||||
Total segment assets | 35,544,882 | 48,016,005 | ||
Total segment current liabilities | 17,172,637 | 10,592,290 | ||
Technology and related revenue | ||||
Profit or loss [abstract] | ||||
Revenue from contract with customers | 4,031,450 | 4,370,074 | 3,201,837 | |
Gross profit | 2,818,137 | 3,249,849 | 2,169,414 | |
Selling and administrative expenses | 2,156,808 | 7,467,520 | 6,012,270 | |
Stock-based compensation (note 12) | 244,409 | 1,195,762 | ||
Research and development expenses | 64,557 | 1,092,108 | 1,074,178 | |
Depreciation and amortization | 312,219 | 1,902,822 | 2,429,329 | |
Foreign exchange loss (gain) (note 22) | 110,098 | (65,303) | ||
Interest, accretion and other financing costs | 24,543 | 26,746 | ||
Other income | (21,372) | (25) | ||
Gain on revaluation of options | (144,707) | |||
Gain on revaluation of RSUs | (34,147) | |||
Gain on revaluation of the derivative warrant liability | (192,582) | |||
Restructuring costs | 312,794 | |||
Deferred income tax (recovery) expense (note 21) | (33,063) | 61,879 | ||
Segment income (loss) | 73,207 | (8,462,990) | (7,369,660) | |
Technology services | ||||
Profit or loss [abstract] | ||||
Revenue from contract with customers | 41,812,479 | 26,676,738 | 28,547,856 | |
Gross profit | 19,107,566 | 11,673,110 | 13,980,842 | |
Selling and administrative expenses | 19,796,235 | 6,799,249 | 4,606,557 | |
Stock-based compensation (note 12) | 2,534,903 | 7,299,427 | ||
Research and development expenses | 669,558 | |||
Depreciation and amortization | 5,729,361 | 2,738,779 | 2,829,914 | |
Foreign exchange loss (gain) (note 22) | (87,968) | (67,003) | ||
Interest, accretion and other financing costs | 10,169 | |||
Other income | 9,369 | (10,348) | ||
(Loss) gain on contingent consideration (note 4) | 80,071 | (332,569) | (946,503) | |
Gain on revaluation of options | (883,348) | |||
Gain on revaluation of RSUs | (208,448) | |||
Gain on revaluation of the derivative warrant liability | (1,175,598) | |||
Impairment of intangibles | 2,258,369 | |||
Restructuring costs | 119,908 | |||
Impairment of property and equipment (note 7) | 15,246 | |||
Current income tax (recovery) expense (note 21) | (105,256) | (875) | 106,986 | |
Deferred income tax (recovery) expense (note 21) | (471,302) | 944,602 | (1,112,897) | |
Segment income (loss) | (9,141,250) | (3,559,587) | 6,315,767 | |
Corporate | ||||
Profit or loss [abstract] | ||||
Selling and administrative expenses | 2,573,260 | 4,852,944 | 416,075 | |
Stock-based compensation (note 12) | 725,316 | |||
Depreciation and amortization | 46,623 | |||
Foreign exchange loss (gain) (note 22) | (452,068) | |||
Interest, accretion and other financing costs | 2,283,812 | 2,263,494 | 6,124,720 | |
Other income | (1,291) | |||
Gain (Loss) on revaluation of conversion feature liability | 1,308,440 | |||
Gain on revaluation of options | (1,511,399) | |||
Gain on revaluation of RSUs | (550,260) | |||
Gain on revaluation of the derivative warrant liability | (4,255,017) | |||
Loss on extinguishment of debt (note 9) | 747,865 | |||
Loss on repayment of long-term debt | 1,497,804 | |||
Restructuring costs | 323,075 | |||
Business acquisition costs | 433,372 | 539,734 | 19,058 | |
Segment income (loss) | $ 362,028 | $ (7,656,172) | $ (10,091,413) |
Segmented financial informati_4
Segmented financial information - Property and equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of operating segments [line items] | ||
Property and equipment | $ 1,432,133 | $ 460,974 |
Australia | ||
Disclosure of operating segments [line items] | ||
Property and equipment | 1,316,010 | 325,228 |
Canada | ||
Disclosure of operating segments [line items] | ||
Property and equipment | 35,331 | 14,084 |
United Kingdom | ||
Disclosure of operating segments [line items] | ||
Property and equipment | 13,485 | 8,420 |
United States | ||
Disclosure of operating segments [line items] | ||
Property and equipment | $ 67,307 | $ 113,242 |
Segmented financial informati_5
Segmented financial information - Additional information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of operating segments [line items] | |||
Revenue from contracts with customers | $ 45,843,929 | $ 31,046,812 | $ 31,749,693 |
Technology and related revenue | |||
Disclosure of operating segments [line items] | |||
Revenue from contracts with customers | 4,031,450 | 4,370,074 | 3,201,837 |
Technology services | |||
Disclosure of operating segments [line items] | |||
Revenue from contracts with customers | $ 41,812,479 | $ 26,676,738 | $ 28,547,856 |
Revenue - Schedule of disaggreg
Revenue - Schedule of disaggregation of revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from contract with customers | $ 45,843,929 | $ 31,046,812 | $ 31,749,693 |
Technology services | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from contract with customers | 41,812,479 | 26,676,738 | 28,190,993 |
Software licenses | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from contract with customers | 352,473 | 1,365,882 | 1,013,854 |
Support and maintenance | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from contract with customers | 1,872,620 | 1,772,203 | 1,519,424 |
SaaS | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from contract with customers | 89,692 | 65,187 | 42,662 |
Subscription | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from contract with customers | 493,845 | 189,359 | |
Professional services | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from contract with customers | 950,605 | 451,695 | 288,597 |
Hardware | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from contract with customers | 272,215 | 442,077 | 657,711 |
Other | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from contract with customers | 83,671 | 36,452 | |
Australia | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from contract with customers | 26,332,938 | 9,523,257 | 8,531,854 |
United States | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from contract with customers | 17,473,030 | 18,980,591 | 22,180,946 |
United Kingdom | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from contract with customers | 1,718,537 | 1,948,321 | 611,666 |
Canada | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from contract with customers | 205,656 | 160,372 | 305,166 |
Other | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue from contract with customers | $ 113,768 | $ 434,271 | $ 120,061 |
Revenue (Details)
Revenue (Details) - customer | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
One customer | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Number of customers | 1 | 1 | |
Percentage of revenue | 18.70% | 11.70% | 11.30% |
Two Customers | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Number of customers | 2 | ||
Percentage of revenue | 14.10% |
Expenses by nature (Details)
Expenses by nature (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Expenses by nature | |||
Employee and contractor expenses (note 18) | $ 39,054,160 | $ 33,603,690 | $ 22,682,199 |
Third party vendors and other cost of sales | 3,577,368 | 1,719,616 | 1,043,844 |
Depreciation and amortization | 6,088,203 | 4,641,601 | 5,259,243 |
Facilities | 646,894 | 470,773 | 279,028 |
Professional and consulting fees | 1,648,274 | 4,099,129 | 1,566,224 |
Investor relations and other shareholder expenses | 371,389 | 792,457 | 288,778 |
Bad debt | 100,163 | 283,964 | 18,116 |
Marketing and advertising/promotion expenses | 294,997 | 177,894 | 226,104 |
Software license and IT expenses | 3,999,468 | 1,620,816 | 1,318,239 |
Telephone and internet | 568,813 | 283,207 | 260,634 |
Travel | 264,238 | 202,703 | 78,467 |
Insurance | 1,143,358 | 630,066 | 103,702 |
Office, administrative, and other operating expenses | 288,834 | 946,548 | 568,498 |
Foreign exchange loss (gain) (note 22) | (452,068) | 22,130 | (132,306) |
Total expenses | $ 57,594,091 | $ 49,494,594 | $ 33,560,770 |
Employee and contractor expen_3
Employee and contractor expenses (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee and contractor expenses | |||
Salaries and wages and employee benefits | $ 25,731,132 | $ 14,575,551 | $ 11,060,315 |
Contract labour | 10,082,646 | 9,550,731 | 9,818,222 |
Stock-based compensation | 2,779,312 | 8,495,189 | 725,316 |
Other staff expense | 461,070 | 982,219 | 1,078,346 |
Total | $ 39,054,160 | $ 33,603,690 | $ 22,682,199 |
Right of use assets (Details)
Right of use assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | $ 1,134,493 | $ 309,566 | $ 647,046 |
Ending Balance | 1,058,600 | 1,134,493 | 309,566 |
Cost | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | 2,117,295 | 1,141,822 | 1,084,864 |
Acquisitions | 954,104 | ||
Additions | 365,303 | 0 | 56,925 |
Adjustments | (12,255) | ||
Disposals | (44,725) | ||
Foreign exchange | (429,883) | 21,369 | 44,758 |
Ending Balance | 2,040,460 | 2,117,295 | 1,141,822 |
Cost | Buildings | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | 2,042,126 | 1,105,554 | 1,048,596 |
Acquisitions | 915,203 | ||
Additions | 365,303 | 0 | 56,925 |
Disposals | (44,725) | ||
Foreign exchange | (431,355) | 21,369 | 44,758 |
Ending Balance | 1,976,074 | 2,042,126 | 1,105,554 |
Cost | Equipment | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | 75,169 | 36,268 | 36,268 |
Acquisitions | 38,901 | ||
Additions | 0 | ||
Adjustments | (12,255) | ||
Foreign exchange | 1,472 | 0 | |
Ending Balance | 64,386 | 75,169 | 36,268 |
Accumulated depreciation | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | (982,802) | (832,256) | (437,818) |
Acquisitions | 0 | ||
Additions | 366,786 | 130,433 | 344,384 |
Disposals | (22,363) | ||
Foreign exchange | (367,728) | 20,113 | 72,417 |
Ending Balance | (981,860) | (982,802) | (832,256) |
Accumulated depreciation | Buildings | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | (952,901) | (810,295) | (426,516) |
Acquisitions | 0 | ||
Additions | 351,702 | 122,600 | 333,725 |
Disposals | (22,363) | ||
Foreign exchange | (368,197) | 20,006 | 72,417 |
Ending Balance | (936,406) | (952,901) | (810,295) |
Accumulated depreciation | Equipment | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | (29,901) | (21,961) | (11,302) |
Acquisitions | 0 | ||
Additions | 15,084 | 7,833 | (10,659) |
Foreign exchange | 469 | 107 | |
Ending Balance | $ (45,454) | $ (29,901) | $ (21,961) |
Lease obligations (Details)
Lease obligations (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease obligations. | ||||
Beginning Balance of lease obligations | $ 1,206,248 | $ 1,188,769 | $ 354,199 | $ 689,644 |
Additions | 386,090 | 953,868 | 12,199 | |
Disposals | (67,787) | |||
Interest on lease liabilities | 114,131 | 34,712 | 53,549 | |
Interest payments on lease liabilities | (114,131) | (34,712) | (53,549) | |
Principal payments of lease liabilities | (270,795) | (150,924) | (338,276) | |
Foreign exchange difference | (97,816) | 31,626 | 58,419 | |
Ending balance of Lease obligations | $ 1,206,248 | $ 1,188,769 | $ 354,199 | $ 689,644 |
Lease obligations - Lease liabi
Lease obligations - Lease liabilities (Details) | Dec. 31, 2022 USD ($) |
Disclosure of initial application of standards or interpretations [line items] | |
Minimum payment | $ 1,408,302 |
2023 | |
Disclosure of initial application of standards or interpretations [line items] | |
Minimum payment | 679,718 |
2024 | |
Disclosure of initial application of standards or interpretations [line items] | |
Minimum payment | 496,123 |
2025 | |
Disclosure of initial application of standards or interpretations [line items] | |
Minimum payment | $ 232,461 |
Income taxes - Effective tax ra
Income taxes - Effective tax rate (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | |||
Statutory income tax rate | 26.50% | 26.50% | 26.50% |
Net loss before income taxes | $ (9,315,636) | $ (18,735,022) | $ (12,089,338) |
Expected income tax recovery | (2,468,644) | (4,964,781) | (3,203,675) |
Difference in foreign tax rates | 258,214 | 163,190 | 202,331 |
Share based compensation and non-deductible expenses | (1,075,684) | (3,470) | (114,257) |
Prior year true-ups | (205,361) | (48,507) | 75,227 |
Tax rate changes and other adjustments | 21,067 | 9,619 | 2,210 |
Recognition of previously unrecognized deferred tax assets | (317,387) | ||
Change in tax benefits not recognized | 2,860,787 | 5,787,676 | 2,411,519 |
Income tax (recovery) expense (note 21) | $ (609,621) | $ 943,727 | $ (944,032) |
Income taxes - Income tax expen
Income taxes - Income tax expenses (recovery) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | |||
Current income tax (recovery) expense (note 21) | $ (105,256) | $ (875) | $ 106,986 |
Deferred income tax (recovery) expense (note 21) | (504,365) | 944,602 | (1,051,018) |
Income tax (recovery) expense (note 21) | $ (609,621) | $ 943,727 | $ (944,032) |
Income taxes - Components of de
Income taxes - Components of deferred tax assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets | $ 655,004 | $ 464,800 | |
Deferred tax liability | (868,643) | (1,224,640) | |
Net deferred tax assets | (213,639) | (759,840) | $ 1,381,355 |
Non-capital losses carried forward | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets | 529,525 | 288,655 | |
Deferred tax liability | (126,029) | ||
Net deferred tax assets | 655,555 | 288,655 | 154,406 |
Intangible assets | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax liability | (978,114) | (1,217,527) | |
Net deferred tax assets | (978,114) | (1,148,280) | 16,104 |
Right of use assets. | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets | 1,056 | ||
Net deferred tax assets | 1,056 | ||
Reserves | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets | 124,423 | 176,145 | |
Deferred tax liability | (16,558) | (7,113) | |
Net deferred tax assets | $ 107,864 | 176,145 | 1,227,868 |
Other | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
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, 2022 | Dec. 31, 2021 | |
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Balance at beginning period | $ (759,840) | $ 1,381,355 |
Recognized in profit and loss | 504,365 | (944,602) |
Other | 41,837 | (1,196,593) |
Balance at end period | (213,639) | (759,840) |
Non-capital losses carried forward | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Balance at beginning period | 288,655 | 154,406 |
Recognized in profit and loss | 366,900 | 134,249 |
Balance at end period | 655,555 | 288,655 |
Intangible assets | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Balance at beginning period | (1,148,280) | 16,104 |
Recognized in profit and loss | 170,166 | 27,655 |
Other | (1,192,039) | |
Balance at end period | (978,114) | (1,148,280) |
Right of use assets. | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Recognized in profit and loss | 1,056 | |
Balance at end period | 1,056 | |
Reserves | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Balance at beginning period | 176,145 | 1,227,868 |
Recognized in profit and loss | (68,280) | (1,051,723) |
Balance at end period | 107,864 | 176,145 |
Other | ||
Reconciliation of changes in deferred tax liability (asset) [abstract] | ||
Balance at beginning period | (76,360) | (17,023) |
Recognized in profit and loss | 34,523 | (54,783) |
Other | $ 41,837 | (4,554) |
Balance at end period | $ (76,360) |
Income taxes - Deductible tempo
Income taxes - Deductible temporary differences (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | $ 57,461,172 | $ 49,254,888 | |
Statutory income tax rate | 26.50% | 26.50% | 26.50% |
Temporary differences associated with investments in subsidiaries | $ 1,033,312 | ||
Australian Subsidiaries | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Statutory income tax rate | 30% | 26% | 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 | $ 168,259 | $ 317,392 | |
RightOfUseAsset | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 432,053 | ||
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 | 13,483,871 | 10,691,053 | |
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 | 149,410 | 474,873 | |
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 | 22,769,811 | 21,725,215 | |
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 | 14,371,217 | 10,537,511 | |
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 | 684 | 195,574 | |
Non-capital losses carried forward - Australia | Australian Subsidiaries | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 2,061,281 | ||
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 | 153,842 | ||
Future taxable income | 316,120 | ||
Non-capital losses carried forward - UK | Australian Subsidiaries | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 1,541,287 | $ 0 | |
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 | 324,281 | 346,457 | |
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 | 503,570 | 537,322 | 570,372 |
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 | 558,951 | 597,175 | |
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 | 1,748,848 | 1,868,445 | |
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 | 86,586 | 92,507 | |
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 | 130,834 | 270,320 | |
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 | 332,306 | 58,111 | |
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 | 1,004 | 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 | 1,786,594 | 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 | 262,849 | 117,163 | |
Financing Cost | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | 165,079 | ||
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 | 136,663 | 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 | 397,153 | 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 | 691,321 | 314,633 | |
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 |
Charitable Contributions | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets have not been recognized deductible temporary differences | $ 250 |
Risk management for financial_3
Risk management for financial instruments - Contractual undiscounted cash flows for operations (Details) | Dec. 31, 2022 USD ($) |
Contractual undiscounted cash flows for operations | |
2023 | $ 15,248,995 |
2024 | 516,123 |
2025 | 232,461 |
Contractual undiscounted cash flows | 15,997,579 |
Trade and other payables | |
Contractual undiscounted cash flows for operations | |
2023 | 5,937,880 |
Contractual undiscounted cash flows | 5,937,880 |
Lease obligations | |
Contractual undiscounted cash flows for operations | |
2023 | 679,718 |
2024 | 496,123 |
2025 | 232,461 |
Contractual undiscounted cash flows | 1,408,302 |
Crown Capital debt | |
Contractual undiscounted cash flows for operations | |
2023 | 7,701,650 |
Contractual undiscounted cash flows | 7,701,650 |
Contingent consideration Wordz | |
Contractual undiscounted cash flows for operations | |
2023 | 236,808 |
Contractual undiscounted cash flows | 236,808 |
Wordz promissory note | |
Contractual undiscounted cash flows for operations | |
2023 | 432,939 |
Contractual undiscounted cash flows | 432,939 |
HomeTech VTB loan | |
Contractual undiscounted cash flows for operations | |
2023 | 260,000 |
2024 | 20,000 |
Contractual undiscounted cash flows | $ 280,000 |
Risk management for financial_4
Risk management for financial instruments - Credit risk (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about financial instruments [line items] | ||
Percentage of change in significant exposure | 100% | 100% |
United States | ||
Disclosure of detailed information about financial instruments [line items] | ||
Percentage of change in significant exposure | 48% | 48% |
Australia. | ||
Disclosure of detailed information about financial instruments [line items] | ||
Percentage of change in significant exposure | 29% | 31% |
United Kingdom. | ||
Disclosure of detailed information about financial instruments [line items] | ||
Percentage of change in significant exposure | 16% | 14% |
Rest Of World | ||
Disclosure of detailed information about financial instruments [line items] | ||
Percentage of change in significant exposure | 7% | 7% |
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, 2022 | Dec. 31, 2021 |
Disclosure of detailed information about financial instruments [line items] | ||
Trade and other receivables, net of allowance for doubtful accounts (notes 5, 6) | $ 5,305,728 | $ 5,594,368 |
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) | 2,723,119 | 2,490,940 |
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) | 1,034,627 | 973,641 |
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) | 816,221 | 623,990 |
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) | $ 731,761 | $ 1,505,797 |
Risk management for financial_6
Risk management for financial instruments - Allowance for doubtful accounts provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of changes in allowance account for credit losses of financial assets [abstract] | ||
Beginning of year | $ 316,202 | $ 123,338 |
Add (Deduct): provision for allowance for doubtful accounts | 100,163 | 283,964 |
Less: write-offs | (6,635) | (112,116) |
Foreign exchange adjustments | (10,260) | 21,016 |
Expected credit loss - end of year | $ 399,470 | $ 316,202 |
Risk management for financial_7
Risk management for financial instruments - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about financial instruments [line items] | |||
Allowance for doubtful accounts | $ 399,470 | $ 316,202 | $ 123,338 |
Foreign exchange (gain) loss | $ 452,068 | (22,130) | 132,306 |
Australian Dollars | |||
Disclosure of detailed information about financial instruments [line items] | |||
Fluctuations in currency (In percentage) | 5% | ||
Foreign exchange (gain) loss | $ 6,000 | 23,000 | 58,000 |
U.S. Dollar | |||
Disclosure of detailed information about financial instruments [line items] | |||
Fluctuations in currency (In percentage) | 5% | ||
Foreign exchange (gain) loss | $ 53,000 | 22,000 | 78,000 |
Great Britain Pound | |||
Disclosure of detailed information about financial instruments [line items] | |||
Fluctuations in currency (In percentage) | 5% | ||
Foreign exchange (gain) loss | $ 3,000 | $ 30,000 | $ 23,000 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related party transactions | |||
Salaries and short-term employee benefits (i) | $ 1,258,191 | $ 1,821,211 | $ 1,141,349 |
Stock-based compensation | 663,145 | 7,600,415 | 169,969 |
Key management personnel compensation | $ 1,928,836 | $ 9,421,626 | $ 1,311,318 |
Subsequent events (Details)
Subsequent events (Details) | 12 Months Ended | ||||
Jan. 13, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 13, 2023 $ / shares | |
Disclosure of non-adjusting events after reporting period [line items] | |||||
Proceeds from borrowings | $ 4,827,175 | ||||
Debt repayment | $ 4,761,890 | $ 1,070,275 | $ 838,031 | ||
Senior Debt Facility with Beedie Investments | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Maximum borrowing capacity | $ 15,000,000 | ||||
Proceeds from borrowings | 12,000,000 | ||||
Additional borrowing | 3,000,000 | ||||
Threshold draw down amount in tranches | $ 1,000,000 | ||||
Interest rate | 12.50% | ||||
Percentage of cash interest | 9.50% | ||||
Paid in kind interest percent | 3% | ||||
Percentage of standby fee | 1.50% | ||||
Commitment fee percentage | 1.50% | ||||
Total number of warrants | shares | 7,968,750 | ||||
Number of shares for each warrant | shares | 1 | ||||
Share price | $ / shares | $ 0.256 | ||||
Percentage of subsequent advance | 17% | ||||
Warrants exercisable period | 7 years | ||||
Debt repayment | $ 7,805,497 |