Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Document Cover Page [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Entity Registrant Name | DIRTT ENVIRONMENTAL SOLUTIONS LTD | |
Entity Central Index Key | 0001340476 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity File Number | 001-39061 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 7303 30th Street S.E. | |
Entity Address, City or Town | Calgary | |
Entity Address, State or Province | AB | |
Entity Interactive Data Current | Yes | |
Entity Address, Postal Zip Code | T2C 1N6 | |
City Area Code | 403 | |
Local Phone Number | 723-5000 | |
Entity Incorporation, State or Country Code | Z4 | |
Entity Common Stock, Shares Outstanding | 98,889,837 | |
Title of 12(b) Security | Common Shares, without par value | |
Trading Symbol | DRTT | |
Security Exchange Name | NASDAQ |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 8,146 | $ 10,821 |
Restricted cash | 3,418 | 3,418 |
Trade and accrued receivables, net of expected credit losses of $0.1 million at March 31, 2023 and at December 31, 2022 | 11,773 | 13,930 |
Other receivables | 3,149 | 7,880 |
Inventory | 20,972 | 22,251 |
Prepaids and other current assets | 3,487 | 3,825 |
Total Current Assets | 50,945 | 62,125 |
Property, plant and equipment, net | 39,775 | 41,522 |
Capitalized software, net | 4,523 | 4,406 |
Operating lease right-of-use assets, net | 39,046 | 30,490 |
Other assets | 5,005 | 5,110 |
Total Assets | 139,294 | 143,653 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 16,640 | 19,881 |
Other liabilities | 4,240 | 2,056 |
Customer deposits and deferred revenue | 3,845 | 4,866 |
Current portion of long-term debt and accrued interest | 3,293 | 3,306 |
Current portion of lease liabilities | 5,635 | 5,889 |
Total Current Liabilities | 33,653 | 35,998 |
Long-term debt | 61,661 | 62,129 |
Long-term lease liabilities | 36,595 | 27,534 |
Total Liabilities | 131,909 | 125,661 |
SHAREHOLDERS’ EQUITY | ||
Common shares, unlimited authorized without par value, 98,864,725 issued and outstanding at March 31, 2023 and 97,882,884 at December 31, 2022 | 192,731 | 191,347 |
Additional paid-in capital | 8,193 | 9,023 |
Accumulated other comprehensive loss | (15,833) | (16,106) |
Accumulated deficit | (177,706) | (166,272) |
Total Shareholders’ Equity | 7,385 | 17,992 |
Total Liabilities and Shareholders’ Equity | $ 139,294 | $ 143,653 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | ||
Statement of Financial Position [Abstract] | |||
Trade and other receivables, expected credit losses | $ 126 | $ 126 | |
Common shares, authorized | Unlimited | Unlimited | |
Common shares, no par value | $ 0 | $ 0 | |
Common shares, shares issued | 98,864,725 | 97,882,844 | |
Common shares, shares outstanding | 98,864,725 | 97,882,844 | |
Due from related parties | $ 200 | ||
Due to related parties | [1] | $ 2,079 | $ 0 |
[1] (2) Refer to Note 15 for details of the related party transaction. |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statement of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues [Abstract] | ||
Total revenue | $ 36,708 | $ 38,286 |
Total cost of sales | 28,026 | 34,999 |
Gross profit | 8,682 | 3,287 |
Expenses | ||
Sales and marketing | 5,515 | 7,228 |
General and administrative | 5,833 | 7,993 |
Operations support | 1,990 | 2,498 |
Technology and development | 1,539 | 2,140 |
Stock-based compensation | 796 | 1,302 |
Reorganization | 1,071 | 3,692 |
Related party expense | 2,056 | |
Total operating expenses | 18,800 | 24,853 |
Operating loss | (10,118) | (21,566) |
Government subsidies | 148 | 575 |
Foreign exchange loss | (261) | (732) |
Interest income | 4 | 11 |
Interest expense | (1,207) | (1,330) |
Non Operating (income) loss | (1,316) | (1,476) |
Loss before tax | (11,434) | (23,042) |
Income taxes | ||
Current and deferred income tax expense (recovery) | 0 | 0 |
Income tax expense | 0 | 0 |
Net loss | $ (11,434) | $ (23,042) |
Loss per share | ||
Earnings Per Share, Basic | $ (0.12) | $ (0.27) |
Earnings Per Share, Diluted | $ (0.12) | $ (0.27) |
Weighted average number of shares outstanding (in thousands) | ||
Weighted Average Number of Shares Outstanding, Basic | 98,091 | 85,451 |
Weighted Average Number of Shares Outstanding, Diluted | 98,091 | 85,451 |
Product [Member] | ||
Revenues [Abstract] | ||
Total revenue | $ 35,476 | $ 37,451 |
Total cost of sales | 27,423 | 34,607 |
Service [Member] | ||
Revenues [Abstract] | ||
Total revenue | 1,232 | 835 |
Total cost of sales | $ 603 | $ 392 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statement of Operations (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Income Statement [Abstract] | |
Revenue earned from related parties | $ 0.3 |
Related party expenses | $ 2.1 |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||
Loss for the period | $ (11,434) | $ (23,042) |
Exchange differences on translation of foreign operations | 273 | 433 |
Comprehensive loss for the period | $ (11,161) | $ (22,609) |
Interim Condensed Consolidate_6
Interim Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Common Shares | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit |
Beginning Balance at Dec. 31, 2021 | $ 67,766 | $ 181,782 | $ 13,200 | $ (15,916) | $ (111,300) |
Beginning Balance (in shares) at Dec. 31, 2021 | 85,345,433 | ||||
Stock-based compensation | 1,339 | 1,339 | |||
Issued on vesting of RSUs and Share Awards | $ 1,203 | (1,203) | |||
Issued on vesting of RSUs and Share Awards (in shares) | 487,544 | ||||
RSUs and Share Awards withheld to settle employee tax obligations | (198) | (189) | (9) | ||
Foreign currency translation adjustment | 433 | 433 | |||
Net loss for the period | (23,042) | (23,042) | |||
Ending Balance at Mar. 31, 2022 | 46,298 | $ 182,985 | 13,147 | (15,483) | (134,351) |
Ending Balance (in shares) at Mar. 31, 2022 | 85,832,977 | ||||
Beginning Balance at Dec. 31, 2022 | 17,992 | $ 191,347 | 9,023 | (16,106) | (166,272) |
Beginning Balance (in shares) at Dec. 31, 2022 | 97,882,844 | ||||
Stock-based compensation | 452 | 452 | |||
Issued on vesting of RSUs and Share Awards | $ 1,256 | (1,256) | |||
Issued on vesting of RSUs and Share Awards (in shares) | 659,473 | ||||
RSUs and Share Awards withheld to settle employee tax obligations | (26) | $ (26) | |||
Foreign currency translation adjustment | 273 | $ 273 | |||
Issued for employee share purchase plan (In Shares) | 322,408 | ||||
Issued for employee share purchase plan | 128 | $ 128 | |||
Net loss for the period | (11,434) | $ (11,434) | |||
Ending Balance at Mar. 31, 2023 | $ 7,385 | $ 192,731 | |||
Ending Balance (in shares) at Mar. 31, 2023 | 7,385 | 98,864,725 | 8,193 | (15,833) | (177,706) |
Interim Condensed Consolidate_7
Interim Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss for the period | $ (11,434) | $ (23,042) |
Adjustments: | ||
Depreciation and amortization | 2,675 | 4,622 |
Stock-based compensation, net of settlements | 796 | 1,302 |
Foreign exchange loss | 346 | 651 |
Accretion of convertible debentures | 164 | 165 |
Changes in operating assets and liabilities: | ||
Trade and other receivables | 2,111 | (4,785) |
Other receivables | 4,732 | (181) |
Inventory | 1,299 | (3,443) |
Prepaid and other assets, current and long term | 391 | (108) |
Accounts payable and accrued liabilities | (3,299) | 2,460 |
Other liabilities | 2,056 | |
Customer deposits and deferred revenue | (1,020) | 3,332 |
Current portion of long-term debt and accrued interest | (56) | (56) |
Lease liabilities | 251 | 41 |
Net cash flows used in operating activities | (988) | (19,042) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment, net of accounts payable changes | (371) | (963) |
Capitalized software development expenditures | (532) | (483) |
Other asset expenditures | (106) | (174) |
Recovery of software development expenditures | 26 | 0 |
Net cash flows used in investing activities | (983) | (1,620) |
Cash flows from financing activities: | ||
Repayment of long-term debt | (642) | (618) |
Employee tax payments on vesting of RSUs | (26) | (209) |
Net cash flows used in financing activities | (668) | (827) |
Effect of foreign exchange on cash, cash equivalents and restricted cash | (36) | 166 |
Net decrease in cash, cash equivalents and restricted cash | (2,675) | (21,323) |
Cash, cash equivalents and restricted cash, beginning of period | 14,239 | 63,408 |
Cash, cash equivalents and restricted cash, end of period | 11,564 | 42,085 |
Supplemental disclosure of cash flow information: | ||
Interest paid | (1,072) | (1,152) |
Income taxes received | $ 5 | $ 25 |
Interim Condensed Consolidate_8
Interim Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 8,146 | $ 38,861 |
Restricted cash | 3,418 | 3,224 |
Total cash, cash equivalents and restricted cash | $ 11,564 | $ 42,085 |
GENERAL INFORMATION
GENERAL INFORMATION | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL INFORMATION | 1. GENERAL INFORMATION DIRTT Environmental Solutions Ltd. and its subsidiary (“DIRTT”, the “Company”, “we” or “our”) is a leader in industrialized construction. DIRTT's system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the workplace, healthcare, education, and public sector markets, DIRTT’s system provides total design freedom, and greater certainty in cost, schedule, and outcomes. DIRTT’s proprietary design integration software, ICE® (“ICE” or “ICE software”), translates the vision of architects and designers into a 3D model that also acts as manufacturing information. ICE is also licensed to unrelated companies and Construction Partners of the Company. DIRTT is incorporated under the laws of the province of Alberta, Canada, its headquarters is located at 7303 – 30th Street S.E., Calgary, AB, Canada T2C 1N6 and its registered office is located at 4500, 855 – 2nd Street S.W., Calgary, AB, Canada T2P 4K7. DIRTT’s common shares trade on the Toronto Stock Exchange under the symbol “DRT” and on The Nasdaq Capital Market (“Nasdaq”) under the symbol “DRTT”. On March 9, 2023, DIRTT's common shares were transferred from The Nasdaq Global Select Market to The Nasdaq Capital Market, under the same symbol. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION The accompanying unaudited interim condensed consolidated financial statements (the “Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X and, accordingly, the Financial Statements do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of the Company, the Financial Statements contain all adjustments necessary, consisting of only normal recurring adjustments, for a fair statement of its financial position as of March 31, 2023, and its results of operations and cash flows for the three months ended March 31, 2023 and 2022. The condensed balance sheet at December 31, 2022, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. These Financial Statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022 included in the Annual Report on Form 10-K of the Company as filed with the SEC and applicable securities commission or similar regulatory authorities in Canada. As described in Note 6, no new accounting standards were adopted by the Company during the quarter. In these Financial Statements, unless otherwise indicated, all dollar amounts are expressed in United States (“U.S.”) dollars. DIRTT’s financial results are consolidated in Canadian dollars, the Company’s functional currency, and the Company has adopted the U.S. dollar as its reporting currency. All references to US$ or $ are to U.S. dollars and references to C$ are to Canadian dollars. Principles of consolidation The Financial Statements include the accounts of DIRTT and its subsidiary. All intercompany balances, income and expenses, unrealized gains and losses and dividends resulting from intercompany transactions have been eliminated on consolidation. Basis of measurement These Financial Statements have been prepared on the historical cost convention except for certain financial instruments and certain components of stock-based compensation that are measured at fair value. Historical cost is generally based on the fair value of the consideration given in exchange for assets. The Company’s quarterly tax provision is based upon an estimated annual effective tax rate. Seasonality Sales of the Company’s products are driven by consumer and industrial demand for interior construction solutions. The timing of customer’s construction projects can be influenced by a number of factors including the prevailing economic climate and weather. |
LIQUIDITY
LIQUIDITY | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unusual Risk Or Uncertainty Impact Text Block | 3. LIQUIDITY The Company has been negatively impacted by the effect of COVID-19 on the non-residential construction industry, costs incurred associated with the Company’s contested director elections, reorganization costs to reconstitute the executive team and align the Company’s cost structure with current sales activity, and significant inflation on raw materials costs, which have resulted in a significant usage of cash in recent periods which has been funded through the Debentures and Leasing Facilities entered into in prior years (refer to Note 9). As at March 31, 2023, the Company had $8.1 million of cash on hand and C$ 7.0 million ($ 5.2 million) of available borrowings (December 31, 2022 - $ 10.8 million and C$ 7.2 million ($ 5.3 million) of available borrowings). The Company’s cash position benefited from the receipt of $5.0 million of government subsidies during the quarter (refer to Note 4). We have implemented a number of restructuring initiatives to create a reduced cost structure moving forward (refer to Note 5) and have implemented multiple price increases during the past 18 months to mitigate the impact of inflation on raw material costs. While these actions and our project pipeline are promising, we continue to see unpredictability in our pace of orders. As a result, the Company has initiated certain actions to improve our balance sheet in the short term. First, we have been evaluating initiatives related to the use of ICE software by third parties to supplement the relatively small revenues we have previously recognized from our licensing of ICE software to certain strategic partners for use in their businesses and our related licensing and developer software support for these counterparties. In April 2023, as a result of this evaluation, we entered into an agreement with Armstrong World Industries, Inc. (refer to Note 16). Second, we have certain properties that are currently owned or leased that we are evaluating for potential sale and lease back or sublease arrangements. We do not intend to vacate these premises as they still serve a valuable aspect of our value proposition, but these types of arrangements would provide us with either a one-time cash payment, or offset rent expense in the near term. During March 2023, we entered into an agreement to sublease our Dallas DIRTT Experience Center ("DXC") to one of our Construction Partners in that region. Under the sublease agreement, the subtenant will assume responsibility for the monthly rent, utilities, maintenance, taxes and other costs from April 1, 2023, through December 31, 2024, and provide annualized savings of approximately $1 million. We are continuing to evaluate other properties and expect these strategic initiatives to result in positive cash inflows in 2023. As these transactions are awaiting finalization, we completed a Private Placement (as defined herein) of common shares in November 2022, supported by significant shareholders and directors and officers of the Company to bridge cash requirements before the completion and closing of the noted strategic transactions. We have assessed the Company’s liquidity position as at March 31, 2023 using multiple scenarios taking into account our sales outlook for the next year, our existing cash balances and available credit facilities and the probability of executing the strategic transactions noted above. Based on this analysis we believe the Company has sufficient liquidity to support ongoing operations for the next twelve months. However, should anticipated profitable growth and increased labor headcount and manufacturing capacity not occur or should there be a delayed recovery of the North American construction activities from the pandemic, a sustained economic depression and its adverse impacts on customer demand or significant inflationary pressure on raw materials and transportation cost that we are unable to recover through price increases, the Company will need to identify alternative sources of financing, further reduce its cost structure, delay capital expenditures, evaluate potential asset sales and potentially curtail or cease certain operations. While the Company is confident that it will be able to raise additional capital when needed or under acceptable terms, there can be no absolute assurance it will be able to do so. |
COVID- 19
COVID- 19 | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
COVID-19 | . COVID-19 The impact of the COVID-19 pandemic on our future consolidated results of operations remains uncertain. The extent to which COVID-19 impacts our employees, operations, customers, suppliers and financial results depends on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic (and whether there is a resurgence or multiple resurgences in the future, including the impact of new variants); government actions taken in response to the pandemic, including required shutdowns or vaccine or testing mandates; the availability, acceptance, distribution and continued effectiveness of vaccines; the impact on construction activity, including the effect on our customers’ demand for our interior construction systems; supply chain disruptions; rising inflation; labor shortages; sustained remote or hybrid work models; our ability to manufacture and sell our products; and the ability of our customers to pay for our products. While many of our products support life-sustaining activities and essential construction, we and certain of our customers or suppliers may be impacted by national, federal, state and provincial actions, orders and policies regarding the COVID-19 pandemic, including: temporary closures of non-life-sustaining businesses, shelter-in-place orders, and travel, social distancing and quarantine policies, the implementation and enforcement of which vary in each of the jurisdictions in which we operate. We did not record any asset impairments, inventory charges or material bad debt reserves related to COVID-19 during the three months ended March 31, 2023 or the years ended December 31, 2021 and December 31, 2022, but future events may require such charges which could have a material adverse effect on our financial condition, liquidity or results of operations. Government subsidies In the United States, the Employee Retention Credit ("ERC") was established by Section 2301 of the Coronavirus Aid, Relief, and Economic Security Act to provide an incentive for employers to keep their employees on their payroll during COVID-19 closures. The ERC is a refundable payroll tax credit based on qualified wages paid by an eligible employer between March 12, 2020, and October 1, 2021 for companies experiencing a significant decline in gross receipts during a calendar quarter or having operations fully or partially suspended during the quarter due to COVID-19. During the third quarter of 2022, the Company determined it was eligible for the ERC for the first three quarters of 2021 and filed a claim for $ 7.3 million in payroll tax credits ($ 7.1 million net of expenses). As of March 31, 2023, $ 4.8 million of these credits (plus an additional $ 0.2 million of interest) have been received, leaving a balance of $ 2.5 million included in other receivables on the balance sheet. |
REORGANIZATION
REORGANIZATION | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
REORGANIZATION | 5. REORGANIZATION During the year ended December 31, 2022, and continuing into 2023, the Company undertook a number of reorganization initiatives: Closure of Phoenix Aluminum Manufacturing Facility (the “Phoenix Facility”) On February 22, 2022, we commenced the process of closing our Phoenix Facility, shifting related manufacturing to both our Savannah and Calgary aluminum manufacturing facilities. During the first quarter of 2022, the Company incurred $ 1.0 million of accelerated depreciation, recorded in cost of sales, associated with the closure of the Phoenix Facility. The closure of the Phoenix Facility was substantially completed in the second quarter of 2022. The Company entered into a sublease arrangement during the second quarter of 2022, commencing July 1, 2022, which exceeds the contractual lease commitments under the Right of Use assets . Workforce Reductions, Board and Management Changes In February and July of 2022, we announced our intention to eliminate a portion of our salaried workforce including manufacturing and office positions along with other cost reduction initiatives. The Company’s Board of Directors was reconstituted following a contested proxy contest in April 2022 which was deemed a change of control under the Company’s insurance policy resulting in additional insurance expenditures. Further, the Company made changes to several executive officer roles during the year ended December 31, 2022. During the first quarter of March 31, 2023, we continued to review costs and reduced headcount. These actions resulted in the Company incurring certain termination benefits and recruitment costs. Temporary Suspension of Operations at Rock Hill, South Carolina (the "Rock Hill Facility") On August 23, 2022, we announced the temporary suspension of operations at our Rock Hill Facility, shifting related manufacturing to our Calgary manufacturing facility. Costs associated with this idle facility, included in cost of sales, were $ 0.4 million for the three month period ended March 31, 2023. For the quarter ended March 31, 2023, reorganization costs incurred continue to relate to the above mentioned initiatives: For the Three Months Ended March 31, 2023 2022 Termination benefits 700 3,074 Phoenix Facility closure 43 111 Recruiting fees 90 - Other costs 238 507 Total reorganization costs 1,071 3,692 Reorganization costs in accounts payable and accrued liabilities at January 1, 2022 - Reorganization expense 13,461 Reorganization costs paid ( 11,184 ) Reorganization costs in accounts payable and accrued liabilities at December 31, 2022 2,277 Reorganization expense 1,071 Reorganization costs paid ( 1,318 ) Reorganization costs in accounts payable and accrued liabilities at March 31, 2023 2,030 Of the $ 2.0 million payable, $ 1.9 million relates to termination benefits and $ 0.1 million relates to other reorganization costs. |
ADOPTION OF NEW AND REVISED ACC
ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS | 6. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS The Company has not adopted any new accounting standards effective January 1, 2023 . Although there are several new accounting standards issued or proposed by the Financial Accounting Standards Board, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its Financial Statements. |
TRADE AND OTHER RECEIVABLES
TRADE AND OTHER RECEIVABLES | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
TRADE AND OTHER RECEIVABLES | . TRADE AND ACCRUED RECEIVABLES Accounts receivable are recorded at the invoiced amount, do not require collateral and do not bear interest. The Company estimates an allowance for credit losses using the lifetime expected credit loss at each measurement date taking into account historical credit loss experience as well as forward-looking information in order to establish rates for each class of financial receivable with similar risk characteristics. Adjustments to this estimate are recognized in the statement of operations. In order to manage and assess our risk, management maintains credit policies that include regular review of credit limits of individual receivables and systematic monitoring of aging of trade receivables and the financial wellbeing of our customers. In addition, we acquired trade credit insurance effective April 1, 2020. At March 31, 2023, approximately 85 % of our trade accounts receivable are insured, relating to accounts receivables from counterparties deemed creditworthy by the insurer and excluding accounts receivable from government entities. Our trade balances are spread over a broad Construction Partner base, which is geographically dispersed. For the three months ended March 31, 2023 one Construction Partner accounted for greater than 10 % of revenue (none for the three months ended March 31, 2022). In addition, and where possible, we collect a 50 % deposit on sales, excluding government and certain other clients. The Company’s aged receivables were as follows : As at March 31, December 31, 2023 2022 Current 11,087 12,381 Overdue 812 1,675 11,899 14,056 Less: expected credit losses ( 126 ) ( 126 ) 11,773 13,930 No adjustment to our expected credit losses of $ 0.1 million was required for the quarter ended March 31, 2023. Receivables are generally considered to be past due when over 60 days old unless there is a separate payment arrangement in place for the collection of the receivable. |
OTHER LIABILITIES
OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LIABILITIES | 8. OTHER LIABILITIES As at, March 31, 2023 December 31, 2022 Warranty provisions (1) 1,279 1,278 DSU liability 745 594 Sublease deposits 137 139 Due to related parties (2) 2,079 - Other provisions - 45 Other liabilities 4,240 2,056 (1) The following table presents a reconciliation of the warranty balance: March 31, 2023 December 31, 2022 As at January 1 1,278 1,451 Additions to warranty provision 382 1,134 Payments related to warranties ( 381 ) ( 1,307 ) 1,279 1,278 (2) Refer to Note 15 for details of the related party transaction. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | . LONG-TERM DEBT Revolving Leasing Convertible Total Debt Balance on January 1, 2022 - 13,909 56,733 70,642 Issuances - 647 - 647 Accretion of issue costs - - 676 676 Accrued interest - 735 3,539 4,274 Interest payments - ( 735 ) ( 3,688 ) ( 4,423 ) Principal repayments - ( 2,470 ) - ( 2,470 ) Exchange differences - ( 274 ) ( 3,637 ) ( 3,911 ) Balance at December 31, 2022 - 11,812 53,623 65,435 Current portion of long-term debt and accrued interest - 2,561 745 3,306 Long-term debt - 9,251 52,878 62,129 Balance on January 1, 2023 - 11,812 53,623 65,435 Accretion of issue costs - - 164 164 Accrued interest - 165 851 1,016 Interest payments - ( 165 ) ( 907 ) ( 1,072 ) Principal repayments - ( 642 ) - ( 642 ) Exchange differences - 3 50 53 Balance at March 31, 2023 - 11,173 53,781 64,954 Current portion of long-term debt and accrued interest - 2,597 696 3,293 Long-term debt - 8,576 53,085 61,661 Revolving Credit Facility On February 12, 2021, the Company entered into a loan agreement governing a C$ 25.0 million senior secured revolving credit facility with the Royal Bank of Canada (“RBC”), as lender (the “RBC Facility”). Under the RBC Facility, the Company is able to borrow up to a maximum of 90% of investment grade or insured accounts receivable plus 85% of eligible accounts receivable plus the lesser of (i) 75% of the book value of eligible inventory and (ii) 85% of the net orderly liquidation value of eligible inventory less any reserves for potential prior ranking claims (the “Borrowing Base”). Interest is calculated at the Canadian or U.S. prime rate plus 30 basis points or at the Canadian Dollar Offered Rate or LIBOR plus 155 basis points. Under the RBC Facility, if the “Aggregate Excess Availability”, (defined as the Borrowing Base less any loan advances or letters of credit or guarantee and if undrawn including unrestricted cash), is less than C$ 5.0 million, the Company is subject to a fixed charge coverage ratio (“FCCR”) covenant of 1.10:1 on a trailing twelve-month basis. Additionally, if the FCCR has been below 1.10:1 for the three immediately preceding months, the Company is required to maintain a reserve account equal to the aggregate of one year of payments on outstanding loans on the Leasing Facilities (defined below). Should an event of default occur or the Aggregate Excess Availability be less than C$ 6.25 million for five consecutive business days, the Company would enter a cash dominion period whereby the Company’s bank accounts would be blocked by RBC and daily balances will offset any borrowings and any remaining amounts made available to the Company. On February 9, 2023, the Company extended the RBC Facility (the “Extended RBC Facility”). The Extended RBC Facility has a borrowing base of C$ 15 million and a one year term. Interest is calculated as at the Canadian or U.S. prime rate plus 75 basis points or the Canadian Dollar Offered Rate or Term Secured Overnight Financing Rate ("SOFR") plus 200 basis points plus the Term SOFR Adjustment (as defined in the amended loan agreement governing the Extended RBC Facility). Under the Extended RBC Facility, if the trailing twelve month FCCR is above 1.25 for three consecutive months, a cash balance equivalent to one-year's worth of Leasing Facilities payments must be maintained. At March 31, 2023, available borrowings are C$ 7.0 million ($ 5.2 million), calculated in the same manner as the RBC facility described above, of which no amounts have been drawn. The Company did not meet the three-month FCCR requirement during the first quarter of 2023 which resulted in requiring the restriction of $ 3.4 million of cash. Leasing Facilities The Company has a C$ 5.0 million equipment leasing facility in Canada (the “Canada Leasing Facility”) of which C$ 4.4 million ($3.3 million) has been drawn, and a $ 14.0 million equipment leasing facility in the United States (the “U.S. Leasing Facility” and, together with the Canada Leasing Facility, the “Leasing Facilities”) of which $ 13.3 million has been drawn, each with RBC, and one of its affiliates, which are available for equipment expenditures and certain equipment expenditures already incurred. The Leasing Facilities, respectively, have seven and five-year terms and bear interest at 4.25 % and 5.59 %. The U.S. Leasing Facility is amortized over a six-year term and extendible at the Company’s option for an additional year. The Company did not make any draws on the Leasing Facilities during the three months ended March 31, 2023 and the three months ended March 31, 2022. The associated financial liabilities are shown on the consolidated balance sheet in current portion of long-term debt and accrued interest and long-term debt. Convertible Debentures On January 25, 2021, the Company completed a C$ 35.0 million ($ 27.5 million) bought-deal financing of convertible unsecured subordinated debentures with a syndicate of underwriters (the “January Debentures”). On January 29, 2021, the Company issued a further C$ 5.25 million ($ 4.1 million) of the January Debentures under the terms of an overallotment option granted to the underwriters. The January Debentures will mature and be repayable on January 31, 2026 (the “January Debentures Maturity Date”) and will accrue interest at the rate of 6.00 % per annum payable semi-annually in arrears on the last day of January and July of each year commencing on July 31, 2021 until the January Debentures Maturity Date. Interest and principal are payable in cash or shares at the option of the Company. The January Debentures will be convertible into common shares of DIRTT, at the option of the holder, at any time prior to the close of business on the business day prior to the earlier of the January Debentures Maturity Date and the date specified by the Company for redemption of the January Debentures at a conversion price of C$ 4.65 per common share, being a ratio of approximately 215.0538 common shares per C$ 1,000 principal amount of the January Debentures. Costs of the transaction were approximately C$ 2.7 million, including the underwriters’ commission. On December 1, 2021, the Company completed a C$ 35.0 million ($ 27.4 million) bought-deal financing of convertible unsecured subordinated debentures with a syndicate of underwriters (the “December Debentures” and, together with the January Debentures, the “Debentures”). These December Debentures will mature and be repayable on December 31, 2026 (the “December Debentures Maturity Date”) and will accrue interest at the rate of 6.25 % per annum payable semi-annually in arrears on the last day of June and December of each year commencing on June 30, 2022 until the December Debentures Maturity Date. Interest and principal are payable in cash or shares at the option of the Company. The December Debentures will be convertible into common shares of DIRTT, at the option of the holder, at any time prior to the close of business on the business day prior to the earlier of the December Debentures Maturity Date and the date specified by the Company for redemption of the December Debentures at a conversion price of C$ 4.20 per common share, being a ratio of approximately 238.0952 common shares per C$ 1,000 principal amount of the December Debentures. Costs of the transaction were approximately C$ 2.3 million, including the underwriters’ commission. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 10. STOCK-BASED COMPENSATION In May 2020, shareholders approved the DIRTT Environmental Solutions Ltd. Long-Term Incentive Plan (the “2020 LTIP”) at the annual and special meeting of shareholders. The 2020 LTIP gives the Company the ability to award options, share appreciation rights, restricted share units, restricted shares, dividend equivalent rights granted in connection with restricted share units, vested share awards, and other share-based awards and cash awards to eligible employees, officers, consultants and directors of the Company and its affiliates. In accordance with the 2020 LTIP, the sum of (i) 5,850,000 common shares plus (ii) the number of common shares subject to stock options previously granted under the Company’s Amended and Restated Incentive Stock Option Plan (the “Stock Option Plan”) that, following May 22, 2020, expire or are cancelled or terminated without having been exercised in full have been reserved for issuance under the 2020 LTIP. Upon vesting of certain LTIP awards, the Company may withhold and sell shares as a means of meeting DIRTT’s tax withholding requirements in respect of the withholding tax remittances required in respect of award holders. To the extent the fair value of the withheld shares upon vesting exceeds the grant date fair value of the instrument, the excess amount is credited to retained earnings or deficit. The change of 100% of the Board of Directors combined with the prior Board declining to endorse the incoming board constituted a "Change of a Control", under the terms of the 2020 LTIP, as of April 26, 2022. As a result, all outstanding and unvested LTIP awards granted under the 2020 LTIP for any holder terminated without Cause (as defined therein) within twelve months following the Change of Control vested immediately upon such termination. The Company also maintains the DIRTT Environmental Solutions Ltd. Deferred Share Unit Plan for Non-Employee Directors pursuant to which deferred share units (“DSUs”) are granted to the Company’s non-employee directors. DSUs are settled solely in cash. Prior to the approval of the 2020 LTIP, the Company granted awards of options under the Stock Option Plan and awards of performance share units (“PSUs”) under the DIRTT Environmental Solutions Ltd. Performance Share Unit Plan (the “PSU Plan”). Following the approval of the 2020 LTIP, no further awards will be made under either the Stock Option Plan or the PSU Plan, but both remain in place to govern the terms of any awards that were granted pursuant to such plans and remain outstanding. Stock-based compensation expense For the Three Months Ended March 31, 2023 2022 Equity-settled awards 644 1,339 Cash-settled awards 152 ( 37 ) 796 1,302 The following summarizes RSUs, Share Awards (as defined below), PSUs, and DSUs activity during the periods: RSU Time- RSU Performance- Share Based Based Awards PSU DSU Number of Number of Number of Number of Number of units units units units units Outstanding at December 31, 2021 3,216,536 1,021,739 - 157,200 361,577 Granted 2,109,205 863,279 162,682 - 180,314 Vested ( 393,016 ) - ( 94,528 ) - - Withheld to settle employee tax obligations ( 60,039 ) - ( 68,154 ) - - Forfeited ( 614,151 ) ( 502,628 ) - - - Outstanding at March 31, 2022 4,258,535 1,382,390 - 157,200 541,891 Outstanding at December 31, 2022 1,885,337 343,919 - - 1,165,319 Granted - - 36,253 - 434,032 Vested or settled ( 590,258 ) ( 32,962 ) ( 36,253 ) - - Withheld to settle employee tax obligations ( 64,230 ) - - - - Forfeited ( 44,081 ) - - - - Outstanding at March 31, 2023 1,186,768 310,957 - - 1,599,351 Restricted share units (time-based vesting) Restricted share units that vest based on time have an aggregate time-based vesting period of three years and generally one-third of the RSUs vest every year over a three-year period from the date of grant (“RSUs”). At the end of a three-year term, the RSUs will be settled by way of the provision of cash or shares to employees (or a combination thereof), at the discretion of the Company. The weighted average fair value of the RSUs granted in 2022 was C$ 2.37 , which was determined using the closing price of the Company’s common shares on their respective grant dates. Restricted share units (performance-based vesting) During 2022 and 2021, restricted share units were granted to executives with service and performance-based conditions for vesting (the “PRSUs”). If the Company’s share price increases to certain values for 20 consecutive trading days, as outlined below, a percentage of the PRSUs will vest at the end of the three-year service period. PRSUs awarded in 2020 were forfeited in January 2022 upon the departure of an executive from the Company. The grant date fair value of the 2022 and 2021 PRSUs were valued using the Monte Carlo valuation method and determined to have a weighted average grant date fair value of C$ 1.87 and C$ 3.27 , respectively. Based on share price performance since the date of grant, none of the 2022 PRSUs and 66.7 % of the 2021 PRSUs will vest upon completion of the three-year service period. % of PRSUs Vesting 33.3 % 66.7 % 100.0 % 150.0 % 2022 and 2021 PRSUs $ 3.00 $ 4.00 $ 5.00 $ 7.00 Share awards During the first quarter of 2022, certain executives were issued share awards in lieu of cash paid variable incentive compensation (“Share Awards”). These Share Awards vested upon grant. The fair value of the Share Awards granted was C$ 2.40 ($ 1.88 ), which was determined using the closing price of the Company’s common shares on the grant date. In the first quarter of 2023, 36,254 Share Awards were issued to a consultant as compensation for services rendered. Deferred share units The fair value of the DSU liability and the corresponding expense is charged to profit or loss at the grant date. Subsequently, at each reporting date between the grant date and settlement date, the fair value of the liability is remeasured with any changes in fair value recognized in profit or loss for the year. DSUs outstanding at March 31, 2023 had a fair value of $ 0.7 million which is included in other liabilities on the balance sheet (December 31, 2022 – $ 0.6 million). Options The following summarizes options forfeited during the periods: Number of Weighted average options exercise price C$ Outstanding at December 31, 2021 4,064,489 6.64 Forfeited ( 1,740,915 ) 6.40 Outstanding at March 31, 2022 2,323,574 6.82 Outstanding at December 31, 2022 1,480,069 7.03 Forfeited ( 398,964 ) 7.14 Outstanding and Exercisable at March 31, 2023 1,081,105 6.99 No options were granted during the three months ended March 31, 2023. Range of exercise prices outstanding and exercisable at March 31, 2023: Weighted Weighted Number of average average options remaining exercise Range of exercise prices life price C$ C$ 6.01 – C$ 7.00 602,859 0.91 6.31 C$ 7.01 – C$ 7.84 478,246 1.13 7.84 Total 1,081,105 Dilutive Instruments For the three months ended March 31, 2023, 1.1 million options (2022 – 2.3 million), 1.5 million RSUs and PRSUs (2022 – 5.6 million) and 119.4 million shares which would be issued if the principal amount of the Debentures were settled in our common shares at the quarter end share price (2022 – 43.0 million) were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive to the net loss per share. If the proposed transaction disclosed in Note 15 is approved at the upcoming annual and special meeting of shareholders, an additional 3.9 million of shares would be issued and dilutive to earnings per share. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | . REVENUE In the following table, revenue is disaggregated by performance obligation and timing of revenue recognition. All revenue comes from contracts with customers. See Note 12 for the disaggregation of revenue by geographic region. For the Three Months Ended March 31, 2023 2022 Product 31,481 33,193 Transportation 3,788 4,061 License fees from Construction Partners 207 197 Total product revenue 35,476 37,451 Installation and other services 1,232 835 36,708 38,286 DIRTT sells its products and services pursuant to fixed-price contracts which generally have a term of one year or less. The transaction price used in determining the amount of revenue to recognize from fixed-price contracts is based upon agreed contractual terms with each customer and is not subject to variability. For the Three Months Ended March 31, 2023 2022 At a point in time 35,269 37,254 Over time 1,439 1,032 36,708 38,286 Revenue recognized at a point in time represents the majority of the Company’s sales. Revenue is recognized when a customer obtains legal title to the product, which is when ownership of the product is transferred to, or services are delivered to, the customer. Revenue recognized over time is limited to installation and ongoing maintenance contracts with customers and is recorded as performance obligations which are satisfied over the term of the contract. Contract Liabilities As at March 31, 2023 December 31, 2022 December 31, 2021 Customer deposits 3,342 4,458 1,959 Deferred revenue 503 408 461 Contract liabilities 3,845 4,866 2,420 Contract liabilities primarily relate to deposits received from customers and maintenance revenue from license subscriptions. The balance of contract liabilities was lower at March 31, 2023 compared to December 31, 2022 mainly due to the timing of orders and payments. Contract liabilities as at December 31, 2022 and 2021, respectively, totaling $ 4.6 million and $ 2.1 million were recognized as revenue during the three months ended March 31, 2023 and 2022, respectively. Sales by Industry The Company periodically reviews the growth of product and transportation revenue by vertical market to evaluate the success of industry-specific sales initiatives. The nature of products sold to the various industries is consistent and therefore review is focused on sales performance. For the Three Months Ended March 31, 2023 2022 Commercial 24,504 24,044 Healthcare 6,171 6,964 Government 2,707 3,281 Education 1,887 2,965 License fees from Construction Partners 207 197 Total product and transportation revenue 35,476 37,451 Installation and other services 1,232 835 36,708 38,286 |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 12. SEGMENT REPORTING The Company has one reportable and operating segment and operates in two principal geographic locations - Canada and the United States. Revenue continues to be derived almost exclusively from projects in North America and predominantly from the United States. The Company’s revenue from operations from external customers, based on location of operations, and information about its non-current assets, is detailed below. Revenue from external customers For the Three Months Ended March 31, 2023 2022 Canada 4,912 5,251 U.S. 31,796 33,035 36,708 38,286 Non-current assets As at March 31, 2023 December 31, 2022 Canada 36,310 28,251 U.S. 52,039 53,277 88,349 81,528 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13. INCOME TAXES As at March 31, 2023, the Company had a valuation allowance of $ 32.4 million against deferred tax assets as the Company has experienced cumulative losses in recent years (December 31, 2022 – $ 29.8 million). |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | 14. COMMITMENTS As at March 31, 2023, the Company had outstanding purchase obligations of approximately $ 2.7 million related to inventory and property, plant and equipment purchases (December 31, 2022 – $ 2.2 million). As at March 31, 2023, the Company had undiscounted operating lease liabilities of $ 63.2 million (December 31, 2022 – $ 48.7 million). |
RELATED PARTY TRANSACTION
RELATED PARTY TRANSACTION | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 15. RELATED PARTY TRANSACTIONS On March 15, 2023, the Company entered into a Debt Settlement Agreement (the "Debt Settlement Agreement") with 22NW Fund, LP ("22NW") and Aron English, 22NW's principal and a director of DIRTT, (together, the "22NW Group") who, collectively, beneficially own approximately 19.5 % of the Company's issued and outstanding common shares. Pursuant to the Debt Settlement Agreement, the Company agreed to reimburse the 22NW Group for the costs incurred by the 22NW Group in connection with the contested director election at the annual and special meeting of shareholders of the Company held on April 26, 2022 (the "2022 Meeting"), being $ 1,559,898 (the "Debt"). Pursuant to the Debt Settlement Agreement, the Company agreed to repay the Debt by either, or a combination of (i) a payment in cash by the Company to the 22NW Group, and/or (ii) the issuance of equity securities of the Company to the 22NW Group. Under the Debt Settlement Agreement, a cash payment shall not be made to settle the Debt unless permitted under the terms of the Extended RBC Facility. In connection with the Debt Settlement Agreement, on March 15, 2023, the Company entered into a share issuance agreement with the 22NW Group, pursuant to which the Company agreed to repay the Debt with the issuance to the 22NW Group of 3,899,745 common shares at a deemed price of $ 0.40 per common share, subject to approval by shareholders at the Company’s annual general meeting to be held on May 30, 2023. The liability has been revalued using the closing common share price at March 31, 2023, and a $ 2.1 million liability and expense has been recorded in the financial statements. Other related party transactions for the quarter ended March 31, 2023 relate to the sale of DIRTT products and services to the 22NW Group for $ 0.3 million. $ 0.2 million was included in the Trade and accrued receivable balance at March 31, 2023. The sale to 22NW Group was based on price lists in force and terms that are available to all employees. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 16. SUBSEQUENT EVENTS On May 9, 2023, we entered into a Co-Ownership Agreement (the “Co-Ownership Agreement”) and Partial Patent Assignment Agreement with Armstrong World Industries, Inc. (“AWI”). The agreements provide a cash payment to us for $ 10 million, subject to certain routine closing conditions, in exchange for the partial assignment to AWI and co-ownership of an undivided 50 % interest in the rights, title and interests in certain intellectual property rights in a portion of the ICE software that is used by AWI (the “Applicable ICE Code”), including an undivided 50 % interest in the patent rights that relate to the Applicable ICE Code. We also agreed under the Co-Ownership Agreement to provide AWI a transfer of knowledge concerning the source code of the Applicable ICE Code. In exchange for completing the knowledge transfer, we will receive an additional cash payment of $ 1 million, which is expected by early 2024. The Co-Ownership Agreement provides that we and AWI have separate exclusive fields of use and restrictive covenants with respect to the Applicable ICE Code and related IP which survive until either party elects to separate from its relationship with the other and for five years thereafter. We concurrently entered into an Amended and Restated Master Services Agreement (the “ARMSA”) with AWI, under which AWI has also prepaid certain development services to be provided by DIRTT. The ARMSA will automatically terminate if the Co-Ownership Agreement is terminated or expires, and may also be terminated if either party breaches the exclusive fields of use or restrictive covenants in the Co-Ownership Agreement. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of consolidation | Principles of consolidation The Financial Statements include the accounts of DIRTT and its subsidiary. All intercompany balances, income and expenses, unrealized gains and losses and dividends resulting from intercompany transactions have been eliminated on consolidation. |
Basis of measurement | Basis of measurement These Financial Statements have been prepared on the historical cost convention except for certain financial instruments and certain components of stock-based compensation that are measured at fair value. Historical cost is generally based on the fair value of the consideration given in exchange for assets. The Company’s quarterly tax provision is based upon an estimated annual effective tax rate. |
Seasonality | Seasonality Sales of the Company’s products are driven by consumer and industrial demand for interior construction solutions. The timing of customer’s construction projects can be influenced by a number of factors including the prevailing economic climate and weather. |
REORGANIZATION (Tables)
REORGANIZATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | For the quarter ended March 31, 2023, reorganization costs incurred continue to relate to the above mentioned initiatives: For the Three Months Ended March 31, 2023 2022 Termination benefits 700 3,074 Phoenix Facility closure 43 111 Recruiting fees 90 - Other costs 238 507 Total reorganization costs 1,071 3,692 Reorganization costs in accounts payable and accrued liabilities at January 1, 2022 - Reorganization expense 13,461 Reorganization costs paid ( 11,184 ) Reorganization costs in accounts payable and accrued liabilities at December 31, 2022 2,277 Reorganization expense 1,071 Reorganization costs paid ( 1,318 ) Reorganization costs in accounts payable and accrued liabilities at March 31, 2023 2,030 |
TRADE AND OTHER RECEIVABLES (Ta
TRADE AND OTHER RECEIVABLES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of accounts, notes, loans and financing receivable | The Company’s aged receivables were as follows : As at March 31, December 31, 2023 2022 Current 11,087 12,381 Overdue 812 1,675 11,899 14,056 Less: expected credit losses ( 126 ) ( 126 ) 11,773 13,930 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Liabilities | As at, March 31, 2023 December 31, 2022 Warranty provisions (1) 1,279 1,278 DSU liability 745 594 Sublease deposits 137 139 Due to related parties (2) 2,079 - Other provisions - 45 Other liabilities 4,240 2,056 (1) The following table presents a reconciliation of the warranty balance: March 31, 2023 December 31, 2022 As at January 1 1,278 1,451 Additions to warranty provision 382 1,134 Payments related to warranties ( 381 ) ( 1,307 ) 1,279 1,278 (2) Refer to Note 15 for details of the related party transaction. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt Reconciliation | Revolving Leasing Convertible Total Debt Balance on January 1, 2022 - 13,909 56,733 70,642 Issuances - 647 - 647 Accretion of issue costs - - 676 676 Accrued interest - 735 3,539 4,274 Interest payments - ( 735 ) ( 3,688 ) ( 4,423 ) Principal repayments - ( 2,470 ) - ( 2,470 ) Exchange differences - ( 274 ) ( 3,637 ) ( 3,911 ) Balance at December 31, 2022 - 11,812 53,623 65,435 Current portion of long-term debt and accrued interest - 2,561 745 3,306 Long-term debt - 9,251 52,878 62,129 Balance on January 1, 2023 - 11,812 53,623 65,435 Accretion of issue costs - - 164 164 Accrued interest - 165 851 1,016 Interest payments - ( 165 ) ( 907 ) ( 1,072 ) Principal repayments - ( 642 ) - ( 642 ) Exchange differences - 3 50 53 Balance at March 31, 2023 - 11,173 53,781 64,954 Current portion of long-term debt and accrued interest - 2,597 696 3,293 Long-term debt - 8,576 53,085 61,661 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of stock-based compensation expense | Stock-based compensation expense For the Three Months Ended March 31, 2023 2022 Equity-settled awards 644 1,339 Cash-settled awards 152 ( 37 ) 796 1,302 |
Summary of RSUs, Share Awards, PSUs, DSUs Activity | The following summarizes RSUs, Share Awards (as defined below), PSUs, and DSUs activity during the periods: RSU Time- RSU Performance- Share Based Based Awards PSU DSU Number of Number of Number of Number of Number of units units units units units Outstanding at December 31, 2021 3,216,536 1,021,739 - 157,200 361,577 Granted 2,109,205 863,279 162,682 - 180,314 Vested ( 393,016 ) - ( 94,528 ) - - Withheld to settle employee tax obligations ( 60,039 ) - ( 68,154 ) - - Forfeited ( 614,151 ) ( 502,628 ) - - - Outstanding at March 31, 2022 4,258,535 1,382,390 - 157,200 541,891 Outstanding at December 31, 2022 1,885,337 343,919 - - 1,165,319 Granted - - 36,253 - 434,032 Vested or settled ( 590,258 ) ( 32,962 ) ( 36,253 ) - - Withheld to settle employee tax obligations ( 64,230 ) - - - - Forfeited ( 44,081 ) - - - - Outstanding at March 31, 2023 1,186,768 310,957 - - 1,599,351 |
Schedule of Percentage of PRSUs Vest upon Increases of Share Price | % of PRSUs Vesting 33.3 % 66.7 % 100.0 % 150.0 % 2022 and 2021 PRSUs $ 3.00 $ 4.00 $ 5.00 $ 7.00 |
Summary of options granted, exercised, surrendered, forfeited and expired | The following summarizes options forfeited during the periods: Number of Weighted average options exercise price C$ Outstanding at December 31, 2021 4,064,489 6.64 Forfeited ( 1,740,915 ) 6.40 Outstanding at March 31, 2022 2,323,574 6.82 Outstanding at December 31, 2022 1,480,069 7.03 Forfeited ( 398,964 ) 7.14 Outstanding and Exercisable at March 31, 2023 1,081,105 6.99 |
Summary of options outstanding by range of exercise prices | Range of exercise prices outstanding and exercisable at March 31, 2023: Weighted Weighted Number of average average options remaining exercise Range of exercise prices life price C$ C$ 6.01 – C$ 7.00 602,859 0.91 6.31 C$ 7.01 – C$ 7.84 478,246 1.13 7.84 Total 1,081,105 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue by major products and services lines and timing of revenue recognition | In the following table, revenue is disaggregated by performance obligation and timing of revenue recognition. All revenue comes from contracts with customers. See Note 12 for the disaggregation of revenue by geographic region. For the Three Months Ended March 31, 2023 2022 Product 31,481 33,193 Transportation 3,788 4,061 License fees from Construction Partners 207 197 Total product revenue 35,476 37,451 Installation and other services 1,232 835 36,708 38,286 |
Summary of contract liabilities | Contract Liabilities As at March 31, 2023 December 31, 2022 December 31, 2021 Customer deposits 3,342 4,458 1,959 Deferred revenue 503 408 461 Contract liabilities 3,845 4,866 2,420 |
Schedule of sales by industry | For the Three Months Ended March 31, 2023 2022 Commercial 24,504 24,044 Healthcare 6,171 6,964 Government 2,707 3,281 Education 1,887 2,965 License fees from Construction Partners 207 197 Total product and transportation revenue 35,476 37,451 Installation and other services 1,232 835 36,708 38,286 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of revenue from external customers | Revenue from external customers For the Three Months Ended March 31, 2023 2022 Canada 4,912 5,251 U.S. 31,796 33,035 36,708 38,286 |
Schedule of non-current assets | Non-current assets As at March 31, 2023 December 31, 2022 Canada 36,310 28,251 U.S. 52,039 53,277 88,349 81,528 |
BASIS OF PRESENTATION - (Additi
BASIS OF PRESENTATION - (Additional Information) (Detail) | Mar. 31, 2023 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Accounting standards adopted date | Jan. 01, 2023 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
LIQUIDITY (Additional Informati
LIQUIDITY (Additional Information) (Details) $ in Millions, $ in Millions | Mar. 31, 2023 CAD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 10.8 | |||
Other borrowings | $ 7 | $ 5.2 | $ 7.2 | $ 5.3 |
COVID-19 - (Additional Informat
COVID-19 - (Additional Information) (Detail) - USD ($) $ in Millions | Mar. 31, 2023 | Sep. 30, 2022 |
Unusual or Infrequent Items, or Both [Abstract] | ||
ERC balance receivable | $ 2.5 | |
Interest earned | 0.2 | |
Government subsidies receivable | $ 7.3 | |
Government subsidies received | $ 4.8 | |
Subsidy Receivable Net of Expenses | $ 7.1 |
REORGANIZATION - Additional Inf
REORGANIZATION - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost And Reserve [Line Items] | ||||
Reorganization costs payable | $ 2,030 | $ 2,277 | $ 0 | |
Termination benefits payable | 1,900 | |||
Reorganization | 1,071 | $ 3,692 | 13,461 | |
Payment for reorganization cost | 1,318 | $ 11,184 | ||
Cost of Sales [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Reorganization | 400 | |||
Termination Benefits [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Reorganization costs payable | 2,000 | |||
Reorganization | 700 | 3,074 | ||
Closure of Facility [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Reorganization | 43 | 111 | ||
Accelerated depreciation | 1,000 | |||
Other Cost [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Reorganization | 238 | $ 507 | ||
Other Payable | $ 100 |
REORGANIZATION - Restructuring
REORGANIZATION - Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Reorganization costs payable, Beginning Balance | $ 2,277 | $ 0 | $ 0 |
Restructuring charges | 1,071 | 3,692 | 13,461 |
Reorganization costs paid | (1,318) | (11,184) | |
Reorganization costs payable, Ending Balance | 2,030 | $ 2,277 | |
Termination Benefits [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 700 | 3,074 | |
Reorganization costs payable, Ending Balance | 2,000 | ||
Closure of Facility [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 43 | 111 | |
Recruiting fees [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 90 | 0 | |
Other Cost [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 238 | $ 507 |
ADOPTION OF NEW AND REVISED A_2
ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS - (Additional Information) (Detail) | Mar. 31, 2023 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Accounting standards adopted date | Jan. 01, 2023 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
TRADE AND OTHER RECEIVABLES (Ad
TRADE AND OTHER RECEIVABLES (Additional Information) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Percent of trade accounts receivable insured | 85% | |
Revenues | $ 36,708 | $ 38,286 |
Provision for credit losses | $ 100 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Significant Customer [Member] | ||
Percentage of Total Account Receivable | 10% | |
Sales Revenue [Member] | Customer Concentration Risk [Member] | Significant Customer [Member] | ||
Percentage of Total Account Receivable | 50% |
TRADE AND OTHER RECEIVABLES - S
TRADE AND OTHER RECEIVABLES - Schedule of accounts, notes, loans and financing receivable (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Current | $ 11,087 | $ 12,381 |
Overdue | 812 | 1,675 |
Total accounts receivable | 11,899 | 14,056 |
Less: expected credit losses | (126) | (126) |
Net accounts receivable | 11,773 | 13,930 |
Accounts and other receivables, net, current | $ 11,773 | $ 13,930 |
OTHER LIABILITIES - Summary of
OTHER LIABILITIES - Summary of Other Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Other Liabilities, Current [Abstract] | ||||||
Warranty provisions | $ 1,279 | [1] | $ 1,278 | [1] | $ 1,451 | |
DSU liability | 745 | 594 | ||||
Sublease deposits | 137 | 139 | ||||
Due to related parties | [2] | 2,079 | 0 | |||
Other provisions | 0 | 45 | ||||
Other liabilities | $ 4,240 | $ 2,056 | ||||
[1] The following table presents a reconciliation of the warranty balance: (2) Refer to Note 15 for details of the related party transaction. |
OTHER LIABILITIES - Reconciliat
OTHER LIABILITIES - Reconciliation of Warranty and Other Provisions Balance (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | |||
Other Liabilities, Current [Abstract] | ||||
Balance | $ 1,278 | [1] | $ 1,451 | |
Additions to warranty provision | 382 | 1,134 | ||
Payments related to warranties | (381) | (1,307) | ||
Balance | [1] | $ 1,279 | $ 1,278 | |
[1] The following table presents a reconciliation of the warranty balance: |
LONG-TERM DEBT - Summary of Lon
LONG-TERM DEBT - Summary of Long Term Debt Reconciliation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Long term debt, Balance Beginning | $ 65,435 | $ 70,642 | $ 70,642 |
Issuances | 647 | ||
Accretion of issue costs | 164 | 676 | |
Accrued interest | 1,016 | 4,274 | |
Interest payments | (1,072) | (4,423) | |
Principal repayments | (642) | (618) | (2,470) |
Exchange differences | 53 | (3,911) | |
Long term debt, Balance Ending | 64,954 | 65,435 | |
Current portion of long-term debt and accrued interest | 3,293 | 3,306 | |
Long-term debt | 61,661 | 62,129 | |
Leasing Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, Balance Beginning | 11,812 | 13,909 | 13,909 |
Issuances | 647 | ||
Accretion of issue costs | 0 | 0 | |
Accrued interest | 165 | 735 | |
Interest payments | (165) | (735) | |
Principal repayments | (642) | (2,470) | |
Exchange differences | 3 | (274) | |
Long term debt, Balance Ending | 11,173 | 11,812 | |
Current portion of long-term debt and accrued interest | 2,597 | 2,561 | |
Long-term debt | 8,576 | 9,251 | |
Convertible Debentures [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt, Balance Beginning | 53,623 | $ 56,733 | 56,733 |
Issuances | 0 | ||
Accretion of issue costs | 164 | 676 | |
Accrued interest | 851 | 3,539 | |
Interest payments | (907) | (3,688) | |
Principal repayments | 0 | ||
Exchange differences | 50 | (3,637) | |
Long term debt, Balance Ending | 53,781 | 53,623 | |
Current portion of long-term debt and accrued interest | 696 | 745 | |
Long-term debt | $ 53,085 | $ 52,878 |
LONG-TERM DEBT - (Additional In
LONG-TERM DEBT - (Additional Information) (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||||||||
Nov. 15, 2021 USD ($) shares | Nov. 15, 2021 CAD ($) $ / shares shares | Jan. 29, 2021 USD ($) | Jan. 29, 2021 CAD ($) | Jan. 25, 2021 USD ($) shares | Jan. 25, 2021 CAD ($) $ / shares shares | Mar. 31, 2023 USD ($) Days | Mar. 31, 2022 USD ($) | Mar. 31, 2023 CAD ($) Days | Feb. 09, 2023 CAD ($) Days | Dec. 31, 2022 USD ($) | Feb. 12, 2021 CAD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Cash balance | $ 10,800 | |||||||||||
Restricted cash | $ 3,418 | $ 3,418 | ||||||||||
Convertible Debentures [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of convertible debentures | $ 27,400 | $ 35,000,000 | $ 4,100 | $ 5,250,000 | $ 27,500 | $ 35,000,000 | ||||||
Convertible debentures, maturity date | Dec. 31, 2026 | Dec. 31, 2026 | Jan. 31, 2026 | Jan. 31, 2026 | ||||||||
Convertible debentures, interest rate | 6.25% | 6.25% | 6% | 6% | ||||||||
Convertible debentures, frequency of interest payment | semi-annually | semi-annually | semi-annually | semi-annually | ||||||||
Convertible debentures, conversion price | $ / shares | $ 4.20 | $ 4.65 | ||||||||||
Convertible debentures, common shares issued | shares | 238.0952 | 238.0952 | 215.0538 | 215.0538 | ||||||||
Convertible debentures, principal amount | $ 1,000 | $ 1,000 | ||||||||||
Convertible debentures, transaction cost | $ 2,300,000 | $ 2,700,000 | ||||||||||
Canadian Dollar Advances [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving credit facility, maximum borrowing capacity | $ 5,000,000 | |||||||||||
Revolving credit facility, term | 7 years | |||||||||||
US Dollar Advances [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving credit facility, maximum borrowing capacity | $ 14,000 | |||||||||||
Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving credit facility, basis spread on variable rate | 5.59% | |||||||||||
Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving credit facility, basis spread on variable rate | 4.25% | |||||||||||
RBC Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit available borrowing capacity | $ 5,200 | 7,000,000 | $ 15,000,000 | |||||||||
Restricted cash | $ 3,400 | |||||||||||
Number of consecutive business days | Days | 3 | |||||||||||
RBC Facility [Member] | Prime Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, description of variable rate basis | Interest is calculated as at the Canadian or U.S. prime rate plus 75 basis points or the Canadian Dollar Offered Rate or Term Secured Overnight Financing Rate ("SOFR") plus 200 basis points plus the Term SOFR Adjustment (as defined in the amended loan agreement governing the Extended RBC Facility). Under the Extended RBC Facility, if the trailing twelve month FCCR is above 1.25 for three consecutive months, a cash balance equivalent to one-year's worth of Leasing Facilities payments must be maintained. | |||||||||||
Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving credit facility, maximum borrowing capacity | $ 25,000,000 | |||||||||||
Revolving credit facility, maximum borrowing capacity, description | Under the RBC Facility, the Company is able to borrow up to a maximum of 90% of investment grade or insured accounts receivable plus 85% of eligible accounts receivable plus the lesser of (i) 75% of the book value of eligible inventory and (ii) 85% of the net orderly liquidation value of eligible inventory less any reserves for potential prior ranking claims (the “Borrowing Base”). | |||||||||||
Debt instrument covenant terms | the Company is subject to a fixed charge coverage ratio (“FCCR”) covenant of 1.10:1 on a trailing twelve-month basis. Additionally, if the FCCR has been below 1.10:1 for the three immediately preceding months, the Company is required to maintain a reserve account equal to the aggregate of one year of payments on outstanding loans on the Leasing Facilities | |||||||||||
Revolving credit facility, aggregate excess availability | $ 5,000,000 | |||||||||||
Number of consecutive business days | Days | 5 | 5 | ||||||||||
Revolving Credit Facility [Member] | Canadian Dollar Advances [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leasing facility drawn, | $ 4,400 | |||||||||||
Revolving Credit Facility [Member] | US Dollar Advances [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leasing facility drawn, | $ 13,300 | |||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving credit facility, aggregate excess availability | $ 6,250,000 | |||||||||||
Revolving Credit Facility [Member] | Prime Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving credit facility, basis spread on variable rate | 30% | |||||||||||
Revolving Credit Facility [Member] | LIBOR [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving credit facility, basis spread on variable rate | 155% |
STOCK-BASED COMPENSATION - (Add
STOCK-BASED COMPENSATION - (Additional Information) (Detail) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 $ / shares shares | Mar. 31, 2022 $ / shares $ / shares shares | Dec. 31, 2021 $ / shares | Dec. 31, 2022 USD ($) | May 31, 2020 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance | 5,850,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 0 | |||||
Securities excluded from calculation of net income (loss) per share | 1,100,000 | 2,300,000 | 2,300,000 | |||
additional shares issued | 3,900,000 | |||||
Restricted Stock Units Time Based [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award requisite service period | 3 years | |||||
Weighted average fair value of the RSUs granted | $ / shares | $ 2.37 | $ 2.37 | ||||
Performance-Based Restricted Share Units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award requisite service period | 3 years | |||||
Performance-Based Restricted Share Units [Member] | 2022 PRSUs [ Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
% of PRSUs vesting | 0% | 0% | ||||
Performance-Based Restricted Share Units [Member] | 2021 PRSUs [ Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
% of PRSUs vesting | 66.70% | |||||
Performance-Based Restricted Share Units [Member] | Monte Carlo Valuation Method [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share based compensation other than option grant date fair value | $ / shares | $ 1.87 | $ 3.27 | ||||
Share Awards [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share based compensation other than option grant date fair value | (per share) | $ 1.88 | $ 2.40 | ||||
Share Awards were issued to employees | 36,254 | |||||
Deferred Share Units ("DSUs") [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Deferred Compensation Liability, Current and Noncurrent | $ | $ 0.7 | $ 0.6 | ||||
Restricted Share Units ("RSUs") [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Securities excluded from calculation of net income (loss) per share | 1,500,000 | 5,600,000 | 5,600,000 | |||
Convertible Debt Securities [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Securities excluded from calculation of net income (loss) per share | 119,400,000 | 43,000,000 | 43,000,000 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Expense | $ 796 | $ 1,302 |
Equity-settled Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Expense | 644 | 1,339 |
Cash-settled Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Expense | $ 152 | $ (37) |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of RSUs, Share Awards, PSUs, DSUs Activity (Detail) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restricted Stock Units Time Based [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of units, Outstanding at the beginning | 1,885,337 | 3,216,536 |
Granted | 0 | 2,109,205 |
Vested | (590,258) | (393,016) |
Withheld to settle employee tax obligations | (64,230) | (60,039) |
Forfeited | (44,081) | (614,151) |
Number of units, Outstanding at the end | 1,186,768 | 4,258,535 |
Restricted Share Units ("RSUs") Performance-Based [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of units, Outstanding at the beginning | 343,919 | 1,021,739 |
Granted | 0 | 863,279 |
Vested | (32,962) | 0 |
Withheld to settle employee tax obligations | 0 | |
Forfeited | (502,628) | |
Number of units, Outstanding at the end | 310,957 | 1,382,390 |
Share Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of units, Outstanding at the beginning | 0 | |
Granted | 36,253 | 162,682 |
Vested | (36,253) | (94,528) |
Withheld to settle employee tax obligations | (68,154) | |
Forfeited | ||
Number of units, Outstanding at the end | ||
Performance Share Units ("PSUs") [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of units, Outstanding at the beginning | 157,200 | |
Granted | ||
Vested | ||
Withheld to settle employee tax obligations | ||
Forfeited | ||
Number of units, Outstanding at the end | 157,200 | |
Deferred Share Units ("DSUs") [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of units, Outstanding at the beginning | 1,165,319 | 361,577 |
Granted | 434,032 | 180,314 |
Vested | ||
Withheld to settle employee tax obligations | ||
Forfeited | 0 | |
Number of units, Outstanding at the end | 1,599,351 | 541,891 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Percentage of PRSUs Vest upon Increases of Share Price (Detail) - 2022 and 2021 PRSUs [Member] - PRSUs [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Share-based Payment Arrangement, Tranche One [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
% of PRSUs vesting | 33.30% |
Weighted average fair value of the RSUs granted | $ 3 |
Share-based Payment Arrangement, Tranche Two [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
% of PRSUs vesting | 66.70% |
Weighted average fair value of the RSUs granted | $ 4 |
Share-based Payment Arrangement, Tranche Three | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
% of PRSUs vesting | 100% |
Weighted average fair value of the RSUs granted | $ 5 |
Share Based Compensation Award Tranche Four | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
% of PRSUs vesting | 150% |
Weighted average fair value of the RSUs granted | $ 7 |
STOCK-BASED COMPENSATION - Su_3
STOCK-BASED COMPENSATION - Summary of Options Granted, Exercised, Surrendered, Forfeited and Expired (Detail) - Employee Stock Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of options, Outstanding at the beginning | 1,480,069 | 4,064,489 |
Number of options, Forfeited | (398,964) | (1,740,915) |
Number of options, Outstanding at the end | 1,081,105 | 2,323,574 |
Weighted average exercise price, Outstanding at the beginning | $ 7.03 | $ 6.64 |
Weighted average exercise price, Forfeited | 7.14 | 6.40 |
Weighted average exercise price, Outstanding at the end | $ 6.99 | $ 6.82 |
STOCK-BASED COMPENSATION - Su_4
STOCK-BASED COMPENSATION - Summary of Options Outstanding by Range of Exercise Prices (Detail) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options outstanding, Number | shares | 1,081,105 |
Exercise Price Range $6.01 to $7.00 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of exercise prices, Minimum | $ 6.01 |
Range of exercise prices, Maximum | $ 7 |
Options outstanding, Number | shares | 602,859 |
Options outstanding, Weighted average remaining life | 10 months 28 days |
Options outstanding, Weighted average exercise price | $ 6.31 |
Exercise Price Range $7.01 to $7.84 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of exercise prices, Minimum | 7.01 |
Range of exercise prices, Maximum | $ 7.84 |
Options outstanding, Number | shares | 478,246 |
Options outstanding, Weighted average remaining life | 1 year 1 month 17 days |
Options outstanding, Weighted average exercise price | $ 7.84 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue by Major Products and Services Lines (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 36,708 | $ 38,286 |
Product [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 31,481 | 33,193 |
Transportation [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 3,788 | 4,061 |
License fees from Distribution Partners [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 207 | 197 |
Total product revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 35,476 | 37,451 |
Installation and other services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 1,232 | $ 835 |
REVENUE - Disaggregation of R_2
REVENUE - Disaggregation of Revenue by Timing of Revenue Recognition (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 36,708 | $ 38,286 |
At a point in time [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 35,269 | 37,254 |
Over time [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 1,439 | $ 1,032 |
REVENUE - Summary of Contract L
REVENUE - Summary of Contract Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | |||
Customer deposits | $ 3,342 | $ 4,458 | $ 1,959 |
Deferred revenue | 503 | 408 | 461 |
Contract liabilities | $ 3,845 | $ 4,866 | $ 2,420 |
REVENUE - (Additional Informati
REVENUE - (Additional Information) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilities recognized as revenue | $ 4.6 | $ 2.1 |
REVENUE - Schedule of Sales by
REVENUE - Schedule of Sales by Industry (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 36,708 | $ 38,286 |
Commercial [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 24,504 | 24,044 |
Healthcare [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 6,171 | 6,964 |
Government [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 2,707 | 3,281 |
Education [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 1,887 | 2,965 |
License Fees from Distribution Partners [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 207 | 197 |
Total product and transportation revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 35,476 | 37,451 |
Installation and other services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 1,232 | $ 835 |
SEGMENT REPORTING - (Additional
SEGMENT REPORTING - (Additional Information) (Detail) | 3 Months Ended |
Mar. 31, 2023 Country Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Number of operating segments | 1 |
Number of principal geographic locations | Country | 2 |
SEGMENT REPORTING - Schedule of
SEGMENT REPORTING - Schedule of Revenue from External Customers (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from external customers | $ 36,708 | $ 38,286 |
Canada [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from external customers | 4,912 | 5,251 |
U.S. [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from external customers | $ 31,796 | $ 33,035 |
SEGMENT REPORTING - Schedule _2
SEGMENT REPORTING - Schedule of Non-current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | $ 88,349 | $ 81,528 |
Canada [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 36,310 | 28,251 |
U.S. [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | $ 52,039 | $ 53,277 |
INCOME TAXES - (Additional Info
INCOME TAXES - (Additional Information) (Detail) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule Of Income Tax [Line Items] | ||
Valuation allowance against Deferred Tax Assets | $ 29.8 | |
Canada [Member] | ||
Schedule Of Income Tax [Line Items] | ||
Valuation allowance against Deferred Tax Assets | $ 32.4 |
RELATED PARTY TRANSACTION (Addi
RELATED PARTY TRANSACTION (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 15, 2023 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Trade and accrued receivables | $ 200 | |
Other related party | 300 | |
Revalued liability | $ 2,100 | |
Debt Settlement Agreement | ||
Related Party Transaction [Line Items] | ||
Debt Repayment by related party common shares | 3,899,745 | |
Debt amount | $ 1,559,898 | |
Deemed Price | $ 0.40 | |
Twenty Two NW Fund LP [Member] | Debt Settlement Agreement | ||
Related Party Transaction [Line Items] | ||
Percentage of issued and outstanding common shares | 19.50% |
COMMITMENTS - (Additional Infor
COMMITMENTS - (Additional Information) (Detail) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Long Term Purchase Commitment [Line Items] | ||
Undiscounted operating lease liabilities | $ 63.2 | $ 48.7 |
Inventory And Property Plant And Equipment [Member] | ||
Long Term Purchase Commitment [Line Items] | ||
Purchase obligation, outstanding | $ 2.7 | $ 2.2 |
SUBSEQUENT EVENTS (Additional I
SUBSEQUENT EVENTS (Additional Information) (Details) - Subsequent Event [Member] - Non Consolidated Investees Other [Member] - Co-Ownership Agreement [Member] $ in Millions | May 09, 2023 USD ($) |
Subsequent Event [Line Items] | |
Proceeds from intellectual property rights | $ 10 |
Percentage of undivided interest | 50% |
Early 2024 [Member] | |
Subsequent Event [Line Items] | |
Proceeds from intellectual property rights | $ 1 |