Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
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, 2024 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Entity Registrant Name | DIRTT ENVIRONMENTAL SOLUTIONS LTD | |
Entity Central Index Key | 0001340476 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-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 | 191,880,226 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 38,989 | $ 24,744 |
Restricted cash | 241 | 355 |
Trade and accrued receivables, net of expected credit losses of $0.1 million at March 31, 2024 and at December 31, 2023 | 15,782 | 15,787 |
Other receivables | 476 | 484 |
Inventory | 15,669 | 16,577 |
Prepaids and other current assets | 2,426 | 4,023 |
Assets held for sale | 0 | 1,555 |
Total Current Assets | 73,583 | 63,525 |
Property, plant and equipment, net | 23,801 | 25,077 |
Capitalized software, net | 2,700 | 2,450 |
Operating lease right-of-use assets, net | 28,442 | 29,813 |
Other assets | 3,442 | 3,452 |
Total Assets | 131,968 | 124,317 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 15,360 | 19,880 |
Other liabilities | 2,906 | 2,482 |
Customer deposits and deferred revenue | 3,080 | 5,290 |
Current portion of long-term debt and accrued interest | 675 | 841 |
Current portion of lease liabilities | 5,449 | 5,255 |
Total Current Liabilities | 27,470 | 33,748 |
Long-term debt | 46,125 | 55,267 |
Long-term lease liabilities | 26,957 | 28,201 |
Total Liabilities | 100,552 | 117,216 |
SHAREHOLDERS’ EQUITY | ||
Common shares, unlimited authorized without par value, 191,880,226 issued and outstanding at March 31, 2024 and 105,377,667 issued and outstanding at December 31, 2023 | 218,294 | 196,128 |
Additional paid-in capital | 7,355 | 7,954 |
Accumulated other comprehensive loss | (16,422) | (16,125) |
Accumulated deficit | (177,811) | (180,856) |
Total Shareholders’ Equity | 31,416 | 7,101 |
Total Liabilities and Shareholders’ Equity | $ 131,968 | $ 124,317 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Statement of Financial Position [Abstract] | ||
Trade and other receivables, expected credit losses | $ 100 | $ 101 |
Common shares, authorized | Unlimited | Unlimited |
Common shares, no par value | $ 0 | $ 0 |
Common shares, shares issued | 191,880,226 | 105,377,667 |
Common shares, shares outstanding | 191,880,226 | 105,377,667 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statement of Operations shares in Thousands, $ in Thousands, $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | |||
Total revenue | $ 40,847 | $ 36,708 | ||
Total cost of sales | 26,199 | 28,026 | ||
Gross profit | 14,648 | 8,682 | ||
Expenses | ||||
Sales and marketing | 5,920 | 5,515 | ||
General and administrative | 4,566 | 5,833 | ||
Operations support | 1,775 | 1,990 | ||
Technology and development | 1,251 | 1,539 | ||
Stock-based compensation | 675 | 796 | ||
Reorganization | 138 | 1,071 | ||
Impairment charge on Rock Hill Facility | 530 | 0 | ||
Related party expenses | 0 | 2,056 | ||
Total operating expenses | 14,855 | [1] | 18,800 | [1] |
Operating loss | (207) | (10,118) | ||
Government subsidies | 0 | 148 | ||
Gain on extinguishment of convertible debt | 2,931 | 0 | ||
Foreign exchange gain (loss) | 919 | (261) | ||
Interest income | 489 | 4 | ||
Interest expense | (1,054) | (1,207) | ||
Nonoperating Income (Expense) | 3,285 | (1,316) | ||
Net income (loss) before tax | 3,078 | (11,434) | ||
Income taxes | ||||
Current and deferred income tax expense | 33 | 0 | ||
Income tax expense | 33 | 0 | ||
Net income (loss) after tax | $ 3,045 | $ (11,434) | ||
Net loss per share | ||||
Net loss per share - basic | $ / shares | $ 0.02 | $ (0.1) | ||
Net loss per share - diluted | $ / shares | $ 0.01 | $ (0.1) | ||
Weighted average number of shares outstanding (in thousands) | ||||
Basic | shares | 183,668 | 111,702 | ||
Diluted | shares | 288,479 | 111,702 | ||
Product [Member] | ||||
Total revenue | $ 39,039 | $ 35,476 | ||
Total cost of sales | 24,992 | 27,423 | ||
Service [Member] | ||||
Total revenue | 1,808 | 1,232 | ||
Total cost of sales | $ 1,207 | $ 603 | ||
[1] Includes Sales and marketing, General and administrative, Operations support, Technology and development, Stock based compensation, Reorganization costs, Related party expenses, and Impairment charges |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statement of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Related parties revenue | $ 0 | $ 300 |
Related party expenses | 0 | 2,056 |
Interest expense related parties | $ 400 | $ 0 |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statement of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||
Net income (loss) for the period | $ 3,045 | $ (11,434) |
Exchange differences on translation of foreign operations | (297) | 273 |
Comprehensive income (loss) for the period | $ 2,748 | $ (11,161) |
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, 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) | |||
Issued for employee share purchase plan | 128 | $ 128 | |||
Issued for employee share purchase plan (In Shares) | 322,408 | ||||
Foreign currency translation adjustment | 273 | $ 273 | |||
Net income (loss) for the period | $ (11,434) | $ (11,434) | |||
Ending Balance at Mar. 31, 2023 | $ 192,731 | ||||
Ending Balance (in shares) at Mar. 31, 2023 | 7,385 | 98,864,725 | 8,193 | (15,833) | (177,706) |
Beginning Balance at Dec. 31, 2023 | $ 7,101 | $ 196,128 | $ 7,954 | $ (16,125) | $ (180,856) |
Beginning Balance (in shares) at Dec. 31, 2023 | 105,377,667 | ||||
Stock-based compensation | 248 | 248 | |||
Issued on vesting of RSUs and Share Awards | $ 771 | (771) | |||
Issued on vesting of RSUs and Share Awards (in shares) | 521,253 | ||||
Issued on Rights Offering | 21,273 | $ 21,273 | |||
Issued on Rights Offering (in shares) | 85,714,285 | ||||
RSUs and Share Awards withheld to settle employee tax obligations | (76) | (76) | |||
Issued for employee share purchase plan | 122 | $ 122 | |||
Issued for employee share purchase plan (In Shares) | 267,021 | ||||
Foreign currency translation adjustment | (297) | (297) | |||
Net income (loss) for the period | 3,045 | 3,045 | |||
Ending Balance at Mar. 31, 2024 | $ 31,416 | $ 218,294 | $ 7,355 | $ (16,422) | $ (177,811) |
Ending Balance (in shares) at Mar. 31, 2024 | 191,880,226 |
Interim Condensed Consolidate_7
Interim Condensed Consolidated Statement of Cash Flows $ in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Cash flows from operating activities: | ||
Net income (loss) for the period | $ 3,045 | $ (11,434) |
Adjustments: | ||
Depreciation and amortization | 1,534 | 2,675 |
Impairment charge on Rock Hill Facility | 530 | 0 |
Stock-based compensation | 675 | 796 |
Foreign exchange loss (gain) | (978) | 346 |
Gain on extinguishment of convertible debt | (2,931) | 0 |
Accretion of convertible debentures | 180 | 164 |
Changes in operating assets and liabilities: | ||
Trade and other receivables | (34) | 2,111 |
Other receivables | (3) | 4,732 |
Inventory | 597 | 1,299 |
Prepaid and other assets, current and long term | 1,437 | 391 |
Accounts payable and accrued liabilities | (4,072) | (3,299) |
Other liabilities | 0 | 2,056 |
Customer deposits and deferred revenue | (2,202) | (1,020) |
Current portion of long-term debt and accrued interest | (152) | (56) |
Lease liabilities | 331 | 251 |
Net cash flows used in operating activities | (2,043) | (988) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment, net of accounts payable changes | (344) | (371) |
Capitalized software development expenditures | (442) | (532) |
Other asset expenditures | (79) | (106) |
Recovery of software development expenditures | 121 | 26 |
Proceeds on sale of assets held for sale | 1,025 | 0 |
Net cash flows provided by (used in) investing activities | 281 | (983) |
Cash flows from financing activities: | ||
Repayment of long-term debt | (5,074) | (642) |
Net proceeds received from rights offering | 21,273 | 0 |
Employee tax payments on vesting of RSUs | (76) | (26) |
Net cash flows provided by (used in) financing activities | 16,123 | (668) |
Effect of foreign exchange on cash, cash equivalents and restricted cash | (230) | (36) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 14,131 | (2,675) |
Cash, cash equivalents and restricted cash, beginning of year | 25,099 | 14,239 |
Cash, cash equivalents and restricted cash, end of period | 39,230 | 11,564 |
Supplemental disclosure of cash flow information: | ||
Interest paid | (1,005) | (1,072) |
Income taxes received | $ 0 | $ 5 |
Interim Condensed Consolidate_8
Interim Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 38,989 | $ 8,146 |
Restricted cash | 241 | 3,418 |
Total cash, cash equivalents and restricted cash | $ 39,230 | $ 11,564 |
GENERAL INFORMATION
GENERAL INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
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 (“Construction Partners”), including Armstrong World Industries, Inc. (“AWI”), which owns a 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. 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”. Effective October 12, 2023, DIRTT’s common shares ceased to trade on the Nasdaq Capital Market. DIRTT’s common shares are quoted on the OTC Markets on the “OTC Pink Tier” under the symbol “DRTTF.” |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024, and its results of operations and cash flows for the three months ended March 31, 2024 and 2023. The condensed balance sheet at December 31, 2023, 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, 2023 and 2022 and for each of the three years in the period ended December 31, 2023 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. 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 Environmental Solutions Ltd. 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, assets held for sale 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 customers’ construction projects can be influenced by a number of factors including the prevailing economic climate and weather. |
ADOPTION OF NEW AND REVISED ACC
ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS | 3. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS On December 14, 2023, the FASB issued Accounting Standards Update No. 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”) further disaggregated information on an entity’s tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, on a prospective basis with an option of retrospective application. The Company is evaluating the impact of the adoption of this standard. Although there are several other new accounting standards issued or proposed by the FASB, 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. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 10. EARNINGS PER SHARE On November 21, 2023, the Company announced a Rights Offering (refer to Note 14) which distributed to holders of common shares, as of the close of business on December 12, 2023, transferable subscription rights to purchase up to an aggregate of 85,714,285 common shares at a subscription price of C$ 0.35 per common share (refer to Note 14). On January 9, 2024, the Company announced the completion of the Rights Offering, pursuant to which the Company issued an aggregate of 85,714,285 common shares. A retrospective adjustment is required on the calculation of net income (loss) per share for the three months ended March 31, 2023 to account for the bonus factor that resulted from this event. For the Three Months Ended March 31, 2024 2023 Net income (loss) per share – basic Net income (loss) (thousands of U.S. dollars) $ 3,045 $ ( 11,434 ) Weighted average number of shares outstanding (thousands of shares as previously calculated) NA 98,091 Weighted average number of shares outstanding (thousands of shares restated) 183,668 111,702 Net income (loss) per share (U.S. dollars) − basic (as previously calculated, prior to Rights Offering) NA $ ( 0.12 ) Net income (loss) per share (U.S. dollars) − basic (as on the Consolidated Statement of Comprehensive Income) $ 0.02 $ ( 0.10 ) Net income (loss) per share − diluted Net income (loss) (thousands of U.S. dollars) $ 3,045 $ ( 11,434 ) Interest on convertible debentures $ 843 NA $ 3,888 $ ( 11,434 ) Weighted average number of shares outstanding (thousands of shares as previously calculated) NA 98,091 Weighted average number of shares outstanding (thousands of shares restated) 183,668 111,702 Dilutive debentures on convertible debt (thousands of shares) (1) 96,690 - Dilutive RSUs and PRSUs (thousands of shares) (2) 3,775 - Dilutive options (thousands of shares) (2) 208 - Dilutive New DSUs (thousands of shares) (3) 2,292 - Dilutive PSUs (thousands of shares) (3) 1,846 - Weighted average number of shares outstanding (thousands of shares as previously calculated) NA 98,091 Weighted average number of shares outstanding (thousands of shares restated) 288,479 111,702 Net income (loss) per share (U.S. dollars) − diluted (as previously calculated, prior to Rights Offering) NA $ ( 0.12 ) Net income (loss) per share (U.S .dollars) − diluted (as on the Consolidated Statement of Comprehensive Income) $ 0.01 $ ( 0.10 ) (1) For the three months ended March 31, 2023, the Net loss per share − diluted excludes the effect of 119.4 million shares that would be issued if the principal amount of the Debentures were settled in our common shares at the quarter end price and are excluded as they would be anti-dilutive. For the three months ended March 31, 2024, the Net income per share − diluted includes the effect of 96.7 million shares related to the Debentures as they would have the potential to dilute basic earnings per share. (2) For the three months ended March 31, 2023, the Net loss per share − diluted excludes the effect of 1.5 million RSUs and PRSUs and 1.1 million options as these would be anti-dilutive. For the three months ended March 31, 2024, the Net income per share − diluted considers the effect of 3.8 million RSUs and PRSUs and 0.2 million options as they would have the potential to dilute basic earnings per share. (3) For the three months ended March 31, 2024, the Net income per share − diluted excludes the effect of 2.3 million New DSUs and 1.8 million PSUs. These would have the potential to dilute basic earnings per share. |
REORGANIZATION AND ASSETS HELD
REORGANIZATION AND ASSETS HELD FOR SALE | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
REORGANIZATION | 4. REORGANIZATION AND ASSETS HELD FOR SALE Workforce Reductions During the three months ended March 31, 2023, a review of our costs resulted in the decision to eliminate a number of salaried positions. These actions resulted in the Company incurring certain one-time termination costs. There were no restructuring costs associated with workforce reductions in the three months ended March 31, 2024. Temporary Suspension of Operations and Subsequent Closure 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 $ 0.5 million for the three month period ended March 31, 2024 (2023 – $ 0.4 million). On September 27, 2023, the Company decided to permanently close the Rock Hill Facility. Certain assets, including manufacturing equipment, which met held-for-sale criteria at that time were reclassified from property, plant and equipment. During the three months ended March 31, 2024, $ 1.0 million of the assets held for sale were sold. At March 31, 2024, we determined to reduce the assets held for sale balance from $ 0.5 million to $ nil , resulting in a $ 0.5 million impairment charge for the quarter. While we will continue to pursue a sale of the assets, we were not able to determine the likelihood of recoverability based on the current market interest in the equipment. As at March 31, 2024 2023 Assets held for sale, opening 1,555 - Proceeds from sale of assets held for sale ( 1,025 ) - Impairment charge on reassessment ( 530 ) - Assets held for sale, ending - - For the three months ended March 31, 2024, reorganization costs incurred relate to the above mentioned initiatives: For the Three Months Ended March 31, 2024 2023 Termination benefits - 700 Phoenix facility closure - 43 Rock Hill Facility temporary suspension and closure of operations 126 - Other costs 12 328 Total reorganization costs 138 1,071 Reorganization costs in accounts payable and accrued liabilities at January 1, 2023 2,277 Reorganization expense 3,009 Reorganization costs paid ( 4,690 ) Reorganization costs in accounts payable and accrued liabilities at December 31, 2023 596 Reorganization expense 138 Reorganization costs paid ( 438 ) Reorganization costs in accounts payable and accrued liabilities at March 31, 2024 296 Of the $ 0.3 million reorganization costs in accounts payable and accrued liabilities (December 31, 2023 – $ 0.6 million), $ 0.2 million relates to termination benefits (December 31, 2023 – $ 0.5 million) and $ 0.1 million relates to other reorganization costs (December 31, 2023 – $ 0.1 million). |
GAIN ON EXTINGUISHMENT OF CONVE
GAIN ON EXTINGUISHMENT OF CONVERTIBLE DEBENTURES | 3 Months Ended |
Mar. 31, 2024 | |
Extinguishment of Debt Disclosures [Abstract] | |
GAIN ON EXTINGUISHMENT OF CONVERTIBLE DEBENTURES | 5. GAIN ON EXTINGUISHMENT OF CONVERTIBLE DEBENTURES On February 15, 2024, the Company commenced a substantial issuer bid and tender offer (the “Issuer Bid”) pursuant to which the Company offered to repurchase for cancellation: (i) up to C$ 6.0 million principal amount of its issued and outstanding January Debentures (as defined in Note 8) at a purchase price of C$ 720 per C$ 1,000 principal amount of January Debentures, and (ii) up to C$ 9.0 million principal amount of its issued and outstanding December Debentures (as defined in Note 8), at a purchase price of C$ 600 per C$ 1,000 principal amount of December Debentures. C$ 4.7 million ($ 3.5 million) aggregate principal amount of the January Debentures and C$ 5.8 million ($ 4.3 million) aggregate principal amount of December Debentures were validly deposited and not withdrawn at the expiration of the Issuer Bid on March 22, 2024 , representing approximately 11.66 % of the January Debentures and 16.50 % of the December Debentures issued and outstanding at that time. The Company took up all the Debentures (as defined in Note 8) tendered pursuant to the Issuer Bid for aggregate consideration of C$ 7.0 million ($ 5.2 million) (comprised of C$ 6.9 million ($ 5.1 million) repayment on principal and interest of C$ 0.1 million ($ 0.1 million)). In accordance with GAAP, it was determined that the C$ 6.9 million ($ 5.1 million) repayment on principal triggered an extinguishment of debt. The gain on extinguishment of C$ 3.9 million ($ 2.9 million) was calculated as the difference between the repayment and the net carrying value of the extinguished principal less unamortized issuance costs of C$ 0.4 million ($ 0.2 million) (refer to Note 8). |
TRADE AND OTHER RECEIVABLES
TRADE AND OTHER RECEIVABLES | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
TRADE AND OTHER RECEIVABLES | 6. TRADE AND ACCRUED RECEIVABLES Accounts receivable are recorded at the invoiced amount, do not require collateral and typically 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 consolidated 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 well-being of our customers. In addition, we acquired trade credit insurance effective April 1, 2020. At March 31, 2024, approximately 97 % of our trade accounts receivable are insured, relating to accounts receivable 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, 2 024, one Construction Partner accounted for greater than 10 % of revenue (one Construction Partner for the three months ended March 31, 2023). 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, Current 13,297 12,070 Overdue 2,585 3,818 15,882 15,888 Less: expected credit losses ( 100 ) ( 101 ) 15,782 15,787 No adjustment to our expected credit losses of $ 0.1 million was required for the three months ended March 31, 2024. 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. On February 4, 2024, the Company entered into a Litigation Funding Agreement with a third party for the funding of up to $ 4.0 million of litigation costs in respect of specific claims against Falkbuilt, Inc., Falkbuilt Ltd. and Henderson. In return, the Company has agreed to pay from any proceeds received from the settlement of such claims, a reimbursement of funded amounts plus diligence and underwriting costs, plus a multiple of such funded amount based on certain milestones. As part of this agreement, the Company is subject to a general security arrangement over its assets. |
OTHER LIABILITIES
OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LIABILITIES | 7. OTHER LIABILITIES As at, March 31, 2024 December 31, 2023 Warranty provisions (1) 866 873 DSU liability 1,486 1,086 Income taxes payable 321 289 Sublease deposits 183 184 Other provisions 50 50 Other liabilities 2,906 2,482 (1) The following table presents a reconciliation of the warranty provision balance: As at, March 31, 2024 December 31, 2023 As at January 1 873 1,278 Additions to warranty provision 205 1,208 Payments related to warranties ( 212 ) ( 1,613 ) 866 873 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 8. LONG-TERM DEBT Revolving Leasing Convertible Total Debt Balance on January 1, 2023 - 11,812 53,623 65,435 Accretion of issue costs - - 698 698 Accrued interest - 526 3,411 3,937 Interest payments - ( 526 ) ( 3,451 ) ( 3,977 ) Principal repayments - ( 11,579 ) - ( 11,579 ) Exchange differences - 251 1,343 1,594 Balance at December 31, 2023 - 484 55,624 56,108 Current portion of long-term debt and accrued interest - 79 762 841 Long-term debt - 405 54,862 55,267 Balance on January 1, 2024 - 484 55,624 56,108 Accretion of issue costs - - 180 180 Accrued interest - 9 843 852 Interest payments - ( 9 ) ( 996 ) ( 1,005 ) Principal repayments - ( 19 ) ( 5,055 ) ( 5,074 ) Gain on extinguishment - - ( 2,931 ) ( 2,931 ) Exchange differences - ( 11 ) ( 1,319 ) ( 1,330 ) Balance at March 31, 2024 - 454 46,346 46,800 Current portion of long-term debt and accrued interest - 78 597 675 Long-term debt - 376 45,749 46,125 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 was 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 was 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), was 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 had been below 1.10:1 for the three immediately preceding months, the Company was 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 have occurred or the Aggregate Excess Availability been less than C$ 6.25 million for five consecutive business days, the Company would have entered a cash dominion period whereby the Company’s bank accounts would have been blocked by RBC and daily balances would have 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 had a borrowing base of C$ 15 million and a one-year term. Interest was 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 (“ Term 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 was not above 1.25 for three consecutive months, a cash balance equivalent to one-year’s worth of Leasing Facilities payments was required to be maintained. Effective October 2023, inventory was scoped out of the Borrowing Base. On February 9, 2024, the Company extended the Extended RBC Facility (the “Second Extended RBC Facility”). The Second Extended RBC Facility is subject to the borrowing base calculation to a maximum of C$ 15 million and a one-year term. Interest is calculated at the Canadian or U.S. prime rate plus 75 basis points or at the Canadian Dollar Offered Rate or Adjusted Term CORRA or Term SOFR plus the Term SOFR Adjustment, in each case plus 200 basis points. At March 31, 2024, available borrowings are C$ 10.1 million ($ 8.5 million) (December 31, 2023 – C$ 13.6 million ($ 10.3 million) of available borrowings), calculated in the same manner as the RBC Facility described above, of which no amounts have been drawn. The Second Extended RBC Facility removed the three-month FCCR covenant, which resulted in the release of $ 0.1 million of restricted cash during the first quarter of 2024 (the Company had $ 0.4 million restricted cash as at December 31, 2023). 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 ($ 3.4 million) has been drawn and C$ 3.8 million ($ 2.9 million) has been repaid, 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”) with RBC, of which $ 13.3 million has been drawn and repaid. The Canada Leasing Facility has a seven-year term and bears interest at 4.25 %. Refer to Note 4 on the decision to permanently close the Rock Hill Facility. As part of this decision, the Company fully settled the $ 7.8 million principal balance of the U.S. Leasing Facility in the fourth quarter of 2023. The U.S. Leasing Facility is no longer available to be drawn on. The Company did not make any draws on the Canadian Leasing Facilities during the first quarter of 2024 (2023 – $nil). The associated financial liabilities are shown on the consolidated balance sheet in the current portion of long-term debt and accrued interest and long-term debt. Convertible Debentures On January 25, 2021, the Company completed a C$ 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 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. Costs of the transaction were approximately C$ 2.7 million, including the underwriters’ commission. As a result of the Rights Offering (as defined herein) (refer to Note 14), the conversion price of the January Debentures was adjusted to C$ 4.03 per common share representing a conversion rate of 248.1390 common shares per C$ 1,000 principal amount. On March 22, 2024, the Company completed the Issuer Bid in which the Company repurchased for cancellation C$ 4.7 million ($ 3.5 million) of the principal balance of the January Debentures, and paid C$ 0.04 million ($ 0.03 million) of the interest payable on such January Debentures (refer to Note 5). As at March 31, 2024, C$ 35.6 million ($ 26.3 million) principal amount of the January Debentures was outstanding of which C$ 18.9 million ($ 13.9 million) was held by a related party (refer to Note 16). 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 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. Costs of the transaction were approximately C$ 2.3 million, including the underwriters’ commission. As a result of the Rights Offering (refer to Note 14), the conversion price of the December Debentures was adjusted to C$ 3.64 per common share representing a conversion rate of 274.7253 common shares per C$ 1,000 principal amount. On March 22, 2024, the Company completed the Issuer Bid in which the Company repurchased for cancellation C$ 5.8 million ($ 4.3 million) of the principal balance of the December Debentures and paid C$ 0.08 million ($ 0.06 million) of the interest payable on such December Debentures (refer to Note 5). As at March 31, 2024, C$ 29.2 million ($ 21.5 million) principal amount of the December Debentures was outstanding of which C$ 13.6 million ($ 10.0 million) was held by a related party (refer to Note 16). |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 9. STOCK-BASED COMPENSATION In May 2020, shareholders approved the DIRTT Environmental Solutions Long Term Incentive Plan (the “2020 LTIP”). The 2020 LTIP replaced the predecessor incentive plans, being the Performance Share Unit Plan (“PSU Plan”) and the Amended and Restated Stock Option Plan (“Stock Option 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. In May 2023, shareholders approved the DIRTT Environmental Solutions Ltd. Amended and Restated Long-Term Incentive Plan (the “2023 LTIP”) at the annual and special meeting of shareholders. The 2023 LTIP gives the Company the ability to award options, share appreciation rights, restricted share units, deferred share units, restricted shares, dividend equivalent rights, 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 2023 LTIP, the sum of (i) 12,350,000 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 30, 2023, expire or are cancelled or terminated without having been exercised in full, have been reserved for issuance under the 2023 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. Deferred share units (“DSUs”) have historically been granted to non-employee directors under the Deferred Share Unit Plan for Non-Employee Directors (as amended and restated, the “DSU Plan”) and settleable only in cash. The 2023 LTIP gives the Company the ability to settle DSUs in either cash or common shares, while consolidating future share-based awards under a single plan. The terms of the DSU Plan are otherwise materially unchanged as incorporated into the 2023 LTIP. Effective May 30, 2023, no new awards will be made under the DSU Plan, but awards previously granted under the DSU Plan will continue to be governed by the DSU Plan. DSUs are settled following cessation of services with the Company. Stock-based compensation expense For the Three Months Ended March 31, 2024 2023 Equity-settled awards 493 644 Cash-settled awards 182 152 675 796 The following summarizes RSUs, Share Awards, 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, 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 Outstanding at December 31, 2023 3,530,564 64,029 - 1,845,608 3,086,172 Granted 350,000 - - - 496,095 Vested or settled ( 508,679 ) ( 12,574 ) - - - Withheld to settle employee tax obligations ( 146,343 ) - - - - Forfeited ( 29,214 ) ( 6,278 ) - - - Outstanding at March 31, 2024 3,196,328 45,177 - 1,845,608 3,582,267 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 2024 was C$ 0.50 , 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. 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, 66.7 % of the 2021 PRSUs vested on March 1, 2024, but none of the 2022 PRSUs will vest upon completion of the three-year service period. % of PRSUs Vesting 33.3 % 66.7 % 100.0 % 150.0 % 2021 and 2022 PRSUs $ 3.00 $ 4.00 $ 5.00 $ 7.00 Share awards There were no share awards granted or vested during the first quarter of 2024. In the first quarter of 2023, 36,254 Share Awards were issued to a consultant as compensation for services rendered. These Share Awards vested upon grant. The fair value of the Share Awards granted was C$ 0.49 ($ 0.34 ), which was determined using the closing price of the Company’s common shares on the grant date. Performance share units During the second quarter of 2023, certain executives were issued a strategic equity grant through Performance share units (“PSUs”). The performance period of the PSUs is from January 1, 2023 to December 31, 2026 with a cliff vesting term for December 31, 2026 . 2,584,161 PSUs were granted and depending on the level of performance, the PSUs will vest 100 %, 160 % or 190 % up to a maximum of 4,909,907 PSUs. Settlement will be made in the form of shares issued from treasury. The performance measures are a combination of Revenue and Earnings Before Interest, Taxes, Depreciation and Amortization and both targets have to be achieved. As of March 31, 2024, the fair value of these PSUs have been deemed to be nil based on the likelihood of achieving the targets compared to current results. During the third quarter of 2023, 738,553 PSUs with a $nil value were forfeited as a result of an executive departure and 1,845,608 PSUs with a $nil value are outstanding at March 31, 2024. Deferred share units Granted under the DSU Plan 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 period. DSUs outstanding at March 31, 2024 had a fair value of $ 0.6 million which is included in other liabilities on the balance sheet (December 31, 2023 – $ 0.5 million). Granted under the 2023 LTIP DSUs granted after May 30, 2023 (the “New DSUs”) will be settled by way of the provision of cash or shares (or a combination thereof) to the Directors, at the discretion of the Company. The Company intends to settle these DSUs through issuances of common shares. The weighted average fair value of the DSUs granted in 2024 was C$ 0.67 ($ 0.49 ), which was determined using the closing price of the Company’s common shares on the grant date. New DSUs outstanding at March 31, 2024 had a fair value of $ 0.8 million which is included in other liabilities on the balance sheet (December 31, 2023 – $ 0.6 million). Options The following summarizes options forfeited and expired during the periods: Number of Weighted average options exercise price C$ Outstanding at December 31, 2022 1,480,069 7.03 Forfeited or expired ( 398,964 ) 7.14 Outstanding at March 31, 2023 1,081,105 6.99 Outstanding at December 31, 2023 209,409 7.71 Forfeited ( 1,000 ) 7.84 Exercisable at March 31, 2024 208,409 7.71 Range of exercise prices outstanding and exercisable at March 31, 2024: Options outstanding Options exercisable Weighted Weighted Weighted Weighted Number of average average average average options remaining exercise Number remaining exercise Range of exercise prices life price C$ exercisable life price C$ C$ 6.01 – C$ 7.00 16,350 0.47 $ 6.12 16,350 0.47 $ 6.12 C$ 7.01 – C$ 8.00 192,059 0.13 $ 7.84 192,059 0.13 $ 7.84 Total 208,409 208,409 Dilutive Instruments For the three months ended March 31, 2024, 0.2 million options, 3.8 million RSUs and PRSUs, 2.3 million New DSUs, 1.8 million PSUs and 96.7 million shares which would be issued if the principal amount of the Debentures were settled in our common shares at the quarter-end price and were included in the diluted EPS calculation. See Note 10 for the dilutive impact on net income (loss) per share. For the three months ended March 31, 2023, 1.1 million options, 1.5 million RSUs and PRSUs and 119.4 million shares which would have been issued if the principal amount of the Debentures were settled in our common shares at the quarter-end price were excluded in the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive to the net loss per share. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 11. 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, 2024 2023 Product 34,876 31,481 Transportation 3,955 3,788 License fees from Construction Partners 208 207 Total product revenue 39,039 35,476 Installation and other services 1,808 1,232 40,847 36,708 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, 2024 2023 At a point in time 38,831 35,269 Over time 2,016 1,439 40,847 36,708 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, 2024 December 31, 2023 December 31, 2022 Customer deposits 2,533 5,290 4,458 Deferred revenue 547 - 408 Contract liabilities 3,080 5,290 4,866 Contract liabilities primarily relate to deposits received from customers and maintenance revenue from license subscriptions. The balance of contract liabilities was lower as at March 31, 2024 compared to December 31, 2023 mainly due to the timing of orders and payments. Contract liabilities as at December 31, 2023 and 2022 totaling $ 5.3 million and $ 4.5 million, respectively, were recognized as revenue during the three months ended March 31, 2024 and 2023, 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, 2024 2023 Commercial 30,179 24,504 Healthcare 3,049 6,171 Government 3,475 2,707 Education 2,128 1,887 License fees from Construction Partners 208 207 Total product and transportation revenue 39,039 35,476 Installation and other services 1,808 1,232 40,847 36,708 |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2024 | |
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 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, 2024 2023 Canada 3,069 4,912 U.S. 37,778 31,796 40,847 36,708 Non-current assets As at March 31, As at December 31, 2024 2023 Canada 28,837 30,033 U.S. 29,548 30,759 58,385 60,792 The DIRTT solution segment derives revenues from customers by providing physical products and digital tools through our ICE software to create interior spaces for our customers across the commercial, healthcare, education and government industries. The chief operating decision maker assesses performance for the solution segment and decides how to allocate resources based on gross profit and net income (loss) that also is reported on the Consolidated Statement of Operations and Comprehensive Loss as consolidated gross profit and net income (loss). The measure of segment assets is reported on the balance sheet as total consolidated assets. The chief operating decision maker uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the solution segment or into other parts of the entity, such as to repay long-term debt. Gross profit and net income (loss) are used to monitor budget versus actual results. The chief operating decision maker also uses net income (loss) in competitive analysis by benchmarking to DIRTT’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation. DIRTT has one reportable segment: Solutions. The solutions segment provides digital tools (access to ICE software) and physical products to create modular interior construction spaces for our customers. DIRTT derives revenue in North America and manages the business activities on a consolidated basis. The technology used in the customer arrangements is based on a single software platform that is deployed to, and implemented by, customers in a similar manner. DIRTT’s chief operating decision maker is the executive leadership team that includes the chief operating officer, chief financial officer, and the chief executive officer. Segment profit and loss reconciliation to net income (loss) after tax For the Three Months Ended March 31, 2024 2023 ($ in thousands) Revenue 40,847 36,708 Gross Profit 14,648 8,682 Gross Profit Margin 35.9 % 23.7 % Operating expenses (1) 14,855 18,800 Operating income (loss) ( 207 ) ( 10,118 ) Other income/(expenses) and gains/(losses) (2) 3,252 ( 1,316 ) Net income (loss) after tax 3,045 ( 11,434 ) Reconciliation of profit or loss Adjustments and reconciling items - - Net income (loss) after tax 3,045 ( 11,434 ) (1) Includes Sales and marketing, General and administrative, Operations support, Technology and development, Stock based compensation, Reorganization costs, Related party expenses, and Impairment charges (2) Includes Tax expenses, non-recurring gains and losses, government subsidies, foreign exchange gains(losses), interest income, and interest expenses |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13. INCOME TAXES As at March 31, 2024, the Company had a valuation allowance of $ 33.9 million against deferred tax assets as the Company has experienced cumulative losses in recent years (December 31, 2023 – $ 34.5 million). |
RIGHTS OFFERING
RIGHTS OFFERING | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block [Abstract] | |
RIGHTS OFFERING | 14. RIGHTS OFFERING On November 21, 2023, the Company announced that the Board of Directors had approved a rights offering (the “Rights Offering”) to its common shareholders for aggregate gross proceeds of C$ 30.0 million ($ 22.4 million). In connection with the Rights Offering, the Company entered into a standby purchase agreement, dated November 20, 2023 (the “Standby Purchase Agreement”) with 22NW Fund, LP (“22NW”) and 726 BC LLC and 726 BF LLC (together, “726”), or their permitted assigns (collectively and including WWT Opportunity #1 LLC, to which 726 transferred all of their common shares to on December 1, 2023, the “Standby Purchasers”). Subject to the terms and conditions of the Standby Purchase Agreement, each Standby Purchaser agreed to exercise its Basic Subscription Privilege (as defined below) in full and to collectively purchase from the Company, at the subscription price, all common shares not subscribed for by holders of Rights (as defined below) under the Basic Subscription Privilege or Additional Subscription Privilege (as defined below), up to a maximum of C$ 15.0 million each, so that the maximum number of common shares that could be issued in connection with the Rights Offering would be issued and the Company will receive aggregate gross proceeds of C$ 30.0 million ($ 22.4 million). As described below, no standby fee was paid to the Standby Purchasers in connection with the Rights Offering; however, DIRTT reimbursed the Standby Purchasers for their reasonable expenses in the amount of $ 0.03 million each. On January 9, 2024, the Company announced the completion of the Rights Offering to its common shareholders and the issuance of 85,714,285 common shares at a price of C$ 0.35 ($ 0.26 ) per whole common share for aggregate gross proceeds of C$ 30.0 million ($ 22.4 million) and aggregate net proceeds of $ 21.3 million ($ 1.1 million of costs associated with the Rights Offering). Each right distributed under the Rights Offering (each, a “Right”) entitled eligible holders to subscribe for 0.81790023 common shares, exercisable for whole common shares only, meaning 1.22264301 R ights were required to purchase one common share (the “Basic Subscription Privilege”). In accordance with applicable law, the Rights Offering included an additional subscription privilege (the “Additional Subscription Privilege”) under which eligible holders of Rights who fully exercised the Rights issued to them under their Basic Subscription Privilege, were entitled to subscribe for additional common shares, on a pro rata basis, that were not otherwise subscribed for under the Basic Subscription Privilege. DIRTT issued an aggregate of 67,379,471 common shares pursuant to the Basic Subscription Privilege and 18,334,814 common sha res pursuant to the Additional Subscription Privilege. As a result of the common shares issued under the Basic Subscription Privilege and Additional Subscription Privilege, no common shares were available for issuance pursuant to the Standby Purchase Agreement. |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | 15. COMMITMENTS As at March 31, 2024, the Company had outstanding purchase obligations of approximately $ 1.1 million related to inventory and property, plant and equipment purchases (December 31, 2023 – $ 2.8 million). As at March 31, 2024, the Company had undiscounted operating lease liabilities of $ 43.4 million (December 31, 2023 – $ 45.1 million). Subsequent to March 31, 2024, the Company extended the term of the lease agreement for the Calgary headquarters by 3 years, effective April 2024. Undiscounted rent obligations associated with this lease are $ 1.4 million. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 16. RELATED PARTY TRANSACTIONS On March 15, 2023, the Company entered into a Debt Settlement Agreement (the “Debt Settlement Agreement”) with 22NW and Aron English, 22NW’s principal and a director of DIRTT, (together, the “22NW Group” ) who, collectively, beneficially owned approximately 19.5 % of the Company’s issued and outstanding common shares at such time. 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 t he annual and special meeting of shareholders of the Company held on April 26, 2022, being approximately $ 1.6 million (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. The liability as at March 31, 2023 was revalued using the closing common share price at March 31, 2023, and a $ 2.1 million liability and expense was recorded in the financial statements. 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 issua nce to the 22NW Group of 3,899,745 common shares at a deemed price of $ 0.40 per common share, subject to approval by the Company’s shareholders which was obtained at the Company’s annual and special shareholder meeting held on May 30, 2023. Other related party transactions for the three months ended March 31, 2024 and March 31, 2023, relate to the sale of DIRT T products and services to the 22NW Group for $nil and $ 0.3 million, respectively. $Nil and $ 0.2 million was included in the Trade and accrued receivable balance as at March 31, 2024 and March 31, 2023, respect ively. The sale to 22NW Group was based on price lists in force and terms that are available to all employees. As at March 31, 2024, C$ 18.9 million and C$ 13.6 million of the January Debentures and December Debentu res, respectively, are held by 22NW Group (December 31, 2023 – C$ 18.9 million and C$ 13.6 million, respectively). Interest earned on such Debentures for the three months ended March 31, 2024 and March 31, 2023 is $ 0.4 million and $nil, respectively. Interest is earned on terms applicable to all Debenture holders. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of consolidation | Principles of consolidation The Financial Statements include the accounts of DIRTT Environmental Solutions Ltd. 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, assets held for sale 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 customers’ construction projects can be influenced by a number of factors including the prevailing economic climate and weather. |
REORGANIZATION AND ASSETS HEL_2
REORGANIZATION AND ASSETS HELD FOR SALE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of assets held for sale | As at March 31, 2024 2023 Assets held for sale, opening 1,555 - Proceeds from sale of assets held for sale ( 1,025 ) - Impairment charge on reassessment ( 530 ) - Assets held for sale, ending - - |
Restructuring Costs | For the three months ended March 31, 2024, reorganization costs incurred relate to the above mentioned initiatives: For the Three Months Ended March 31, 2024 2023 Termination benefits - 700 Phoenix facility closure - 43 Rock Hill Facility temporary suspension and closure of operations 126 - Other costs 12 328 Total reorganization costs 138 1,071 Reorganization costs in accounts payable and accrued liabilities at January 1, 2023 2,277 Reorganization expense 3,009 Reorganization costs paid ( 4,690 ) Reorganization costs in accounts payable and accrued liabilities at December 31, 2023 596 Reorganization expense 138 Reorganization costs paid ( 438 ) Reorganization costs in accounts payable and accrued liabilities at March 31, 2024 296 |
TRADE AND OTHER RECEIVABLES (Ta
TRADE AND OTHER RECEIVABLES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Schedule of accounts, notes, loans and financing receivable | The Company’s aged receivables were as follows : As at March 31, December 31, Current 13,297 12,070 Overdue 2,585 3,818 15,882 15,888 Less: expected credit losses ( 100 ) ( 101 ) 15,782 15,787 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Liabilities | As at, March 31, 2024 December 31, 2023 Warranty provisions (1) 866 873 DSU liability 1,486 1,086 Income taxes payable 321 289 Sublease deposits 183 184 Other provisions 50 50 Other liabilities 2,906 2,482 (1) The following table presents a reconciliation of the warranty provision balance: As at, March 31, 2024 December 31, 2023 As at January 1 873 1,278 Additions to warranty provision 205 1,208 Payments related to warranties ( 212 ) ( 1,613 ) 866 873 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | For the Three Months Ended March 31, 2024 2023 Net income (loss) per share – basic Net income (loss) (thousands of U.S. dollars) $ 3,045 $ ( 11,434 ) Weighted average number of shares outstanding (thousands of shares as previously calculated) NA 98,091 Weighted average number of shares outstanding (thousands of shares restated) 183,668 111,702 Net income (loss) per share (U.S. dollars) − basic (as previously calculated, prior to Rights Offering) NA $ ( 0.12 ) Net income (loss) per share (U.S. dollars) − basic (as on the Consolidated Statement of Comprehensive Income) $ 0.02 $ ( 0.10 ) Net income (loss) per share − diluted Net income (loss) (thousands of U.S. dollars) $ 3,045 $ ( 11,434 ) Interest on convertible debentures $ 843 NA $ 3,888 $ ( 11,434 ) Weighted average number of shares outstanding (thousands of shares as previously calculated) NA 98,091 Weighted average number of shares outstanding (thousands of shares restated) 183,668 111,702 Dilutive debentures on convertible debt (thousands of shares) (1) 96,690 - Dilutive RSUs and PRSUs (thousands of shares) (2) 3,775 - Dilutive options (thousands of shares) (2) 208 - Dilutive New DSUs (thousands of shares) (3) 2,292 - Dilutive PSUs (thousands of shares) (3) 1,846 - Weighted average number of shares outstanding (thousands of shares as previously calculated) NA 98,091 Weighted average number of shares outstanding (thousands of shares restated) 288,479 111,702 Net income (loss) per share (U.S. dollars) − diluted (as previously calculated, prior to Rights Offering) NA $ ( 0.12 ) Net income (loss) per share (U.S .dollars) − diluted (as on the Consolidated Statement of Comprehensive Income) $ 0.01 $ ( 0.10 ) (1) For the three months ended March 31, 2023, the Net loss per share − diluted excludes the effect of 119.4 million shares that would be issued if the principal amount of the Debentures were settled in our common shares at the quarter end price and are excluded as they would be anti-dilutive. For the three months ended March 31, 2024, the Net income per share − diluted includes the effect of 96.7 million shares related to the Debentures as they would have the potential to dilute basic earnings per share. (2) For the three months ended March 31, 2023, the Net loss per share − diluted excludes the effect of 1.5 million RSUs and PRSUs and 1.1 million options as these would be anti-dilutive. For the three months ended March 31, 2024, the Net income per share − diluted considers the effect of 3.8 million RSUs and PRSUs and 0.2 million options as they would have the potential to dilute basic earnings per share. (3) For the three months ended March 31, 2024, the Net income per share − diluted excludes the effect of 2.3 million New DSUs and 1.8 million PSUs. These would have the potential to dilute basic earnings per share. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt Reconciliation | Revolving Leasing Convertible Total Debt Balance on January 1, 2023 - 11,812 53,623 65,435 Accretion of issue costs - - 698 698 Accrued interest - 526 3,411 3,937 Interest payments - ( 526 ) ( 3,451 ) ( 3,977 ) Principal repayments - ( 11,579 ) - ( 11,579 ) Exchange differences - 251 1,343 1,594 Balance at December 31, 2023 - 484 55,624 56,108 Current portion of long-term debt and accrued interest - 79 762 841 Long-term debt - 405 54,862 55,267 Balance on January 1, 2024 - 484 55,624 56,108 Accretion of issue costs - - 180 180 Accrued interest - 9 843 852 Interest payments - ( 9 ) ( 996 ) ( 1,005 ) Principal repayments - ( 19 ) ( 5,055 ) ( 5,074 ) Gain on extinguishment - - ( 2,931 ) ( 2,931 ) Exchange differences - ( 11 ) ( 1,319 ) ( 1,330 ) Balance at March 31, 2024 - 454 46,346 46,800 Current portion of long-term debt and accrued interest - 78 597 675 Long-term debt - 376 45,749 46,125 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of stock-based compensation expense | Stock-based compensation expense For the Three Months Ended March 31, 2024 2023 Equity-settled awards 493 644 Cash-settled awards 182 152 675 796 |
Summary of RSUs, Share Awards, PSUs, DSUs Activity | The following summarizes RSUs, Share Awards, 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, 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 Outstanding at December 31, 2023 3,530,564 64,029 - 1,845,608 3,086,172 Granted 350,000 - - - 496,095 Vested or settled ( 508,679 ) ( 12,574 ) - - - Withheld to settle employee tax obligations ( 146,343 ) - - - - Forfeited ( 29,214 ) ( 6,278 ) - - - Outstanding at March 31, 2024 3,196,328 45,177 - 1,845,608 3,582,267 |
Schedule of Percentage of PRSUs Vest upon Increases of Share Price | % of PRSUs Vesting 33.3 % 66.7 % 100.0 % 150.0 % 2021 and 2022 PRSUs $ 3.00 $ 4.00 $ 5.00 $ 7.00 |
Summary of options granted, exercised, surrendered, forfeited and expired | The following summarizes options forfeited and expired during the periods: Number of Weighted average options exercise price C$ Outstanding at December 31, 2022 1,480,069 7.03 Forfeited or expired ( 398,964 ) 7.14 Outstanding at March 31, 2023 1,081,105 6.99 Outstanding at December 31, 2023 209,409 7.71 Forfeited ( 1,000 ) 7.84 Exercisable at March 31, 2024 208,409 7.71 |
Summary of options outstanding by range of exercise prices | Range of exercise prices outstanding and exercisable at March 31, 2024: Options outstanding Options exercisable Weighted Weighted Weighted Weighted Number of average average average average options remaining exercise Number remaining exercise Range of exercise prices life price C$ exercisable life price C$ C$ 6.01 – C$ 7.00 16,350 0.47 $ 6.12 16,350 0.47 $ 6.12 C$ 7.01 – C$ 8.00 192,059 0.13 $ 7.84 192,059 0.13 $ 7.84 Total 208,409 208,409 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 2023 Product 34,876 31,481 Transportation 3,955 3,788 License fees from Construction Partners 208 207 Total product revenue 39,039 35,476 Installation and other services 1,808 1,232 40,847 36,708 For the Three Months Ended March 31, 2024 2023 At a point in time 38,831 35,269 Over time 2,016 1,439 40,847 36,708 |
Summary of contract liabilities | Contract Liabilities As at March 31, 2024 December 31, 2023 December 31, 2022 Customer deposits 2,533 5,290 4,458 Deferred revenue 547 - 408 Contract liabilities 3,080 5,290 4,866 |
Schedule of sales by industry | For the Three Months Ended March 31, 2024 2023 Commercial 30,179 24,504 Healthcare 3,049 6,171 Government 3,475 2,707 Education 2,128 1,887 License fees from Construction Partners 208 207 Total product and transportation revenue 39,039 35,476 Installation and other services 1,808 1,232 40,847 36,708 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of revenue from external customers | Revenue from external customers For the Three Months Ended March 31, 2024 2023 Canada 3,069 4,912 U.S. 37,778 31,796 40,847 36,708 |
Schedule of non-current assets | Non-current assets As at March 31, As at December 31, 2024 2023 Canada 28,837 30,033 U.S. 29,548 30,759 58,385 60,792 |
Schedule of Segment Profit and loss reconciliation to Net income (loss) After tax | Segment profit and loss reconciliation to net income (loss) after tax For the Three Months Ended March 31, 2024 2023 ($ in thousands) Revenue 40,847 36,708 Gross Profit 14,648 8,682 Gross Profit Margin 35.9 % 23.7 % Operating expenses (1) 14,855 18,800 Operating income (loss) ( 207 ) ( 10,118 ) Other income/(expenses) and gains/(losses) (2) 3,252 ( 1,316 ) Net income (loss) after tax 3,045 ( 11,434 ) Reconciliation of profit or loss Adjustments and reconciling items - - Net income (loss) after tax 3,045 ( 11,434 ) (1) Includes Sales and marketing, General and administrative, Operations support, Technology and development, Stock based compensation, Reorganization costs, Related party expenses, and Impairment charges (2) Includes Tax expenses, non-recurring gains and losses, government subsidies, foreign exchange gains(losses), interest income, and interest expenses |
GENERAL INFORMATION (Additional
GENERAL INFORMATION (Additional Information) (Details) | Mar. 31, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Intellectual property ownership percentage | 50% |
LIQUIDITY (Additional Informati
LIQUIDITY (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Gross profit | $ 14,648 | $ 8,682 |
REORGANIZATION AND ASSETS HEL_3
REORGANIZATION AND ASSETS HELD FOR SALE - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost And Reserve [Line Items] | ||||
Reorganization costs payable | $ 296 | $ 596 | $ 2,277 | |
Reorganization | 138 | $ 1,071 | 3,009 | |
Assets held for sale | (1,025) | 0 | ||
Impairment charge | 500 | |||
Payment for reorganization cost | 438 | 4,690 | ||
Maximum [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Reduction of assets held for sale balance | 500 | |||
Minimum [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Reduction of assets held for sale balance | 0 | |||
Cost of Sales [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Reorganization | 500 | 400 | ||
Termination Benefits [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Reorganization costs payable | 200 | 500 | ||
Reorganization | 0 | 700 | ||
Phoenix Facility closure [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Reorganization | 0 | 43 | ||
Other Cost [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Reorganization | 12 | $ 328 | ||
Further anticipated reorganization costs | $ 100 | $ 100 |
REORGANIZATION AND ASSETS HEL_4
REORGANIZATION AND ASSETS HELD FOR SALE - Assets Held For Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Proceeds from sale of assets held for sale | $ (1,025) | $ 0 |
Impairment charge on reassessment | (500) | |
Assets Held For Sale [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Assets held for sale, opening | 1,555 | 0 |
Proceeds from sale of assets held for sale | (1,025) | 0 |
Impairment charge on reassessment | (530) | 0 |
Assets held for sale, ending | $ 0 | $ 0 |
REORGANIZATION AND ASSETS HEL_5
REORGANIZATION AND ASSETS HELD FOR SALE - Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||
Reorganization costs payable, Beginning Balance | $ 596 | $ 2,277 | $ 2,277 |
Restructuring charges | 138 | 1,071 | 3,009 |
Reorganization costs paid | (438) | (4,690) | |
Reorganization costs payable, Ending Balance | 296 | 596 | |
Termination Benefits [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Reorganization costs payable, Beginning Balance | 500 | ||
Restructuring charges | 0 | 700 | |
Reorganization costs payable, Ending Balance | 200 | $ 500 | |
Phoenix Facility closure [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | 43 | |
Rock Hill Facility Temporary Suspension and Closur[Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 126 | 0 | |
Other Cost [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 12 | $ 328 |
GAIN ON EXTINGUISHMENT OF CON_2
GAIN ON EXTINGUISHMENT OF CONVERTIBLE DEBENTURES (Additional Information) (Details) $ / shares in Units, $ in Thousands, $ in Millions | 3 Months Ended | |||||
Feb. 15, 2024 CAD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2024 CAD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2024 CAD ($) | Feb. 15, 2024 $ / shares | |
Extinguishment of Debt [Line Items] | ||||||
Issuer Bid, date | Mar. 22, 2024 | Mar. 22, 2024 | ||||
Issuer Bid for aggregate consideration | $ 5,200 | $ 7 | ||||
Repayments of Debt | 100 | $ 0.1 | ||||
Unamortized issuance costs | 200 | 0.4 | ||||
Gain on extinguishment of convertible debt | 2,931 | 3.9 | $ 0 | |||
Issuer Bid for aggregate consideration, Total | 5,100 | 6.9 | ||||
Convertible Debt [Member] | ||||||
Extinguishment of Debt [Line Items] | ||||||
Repayments of Debt | 5,100 | $ 6.9 | ||||
January [Member] | ||||||
Extinguishment of Debt [Line Items] | ||||||
Debt Instrument, Issued, Principal | $ | $ 6 | |||||
Aggregate principal amount | $ 3,500 | $ 4.7 | ||||
Issuer Bid, percentage | 11.66% | 11.66% | ||||
Long-Term Debt, Average Amount Outstanding | $ | 6 | |||||
Purchase price of debenture, outstanding | $ / shares | $ 1,000 | |||||
Purchase price of debenture, issued | $ / shares | 720 | |||||
December [Member] | ||||||
Extinguishment of Debt [Line Items] | ||||||
Debt Instrument, Issued, Principal | $ | 9 | |||||
Aggregate principal amount | $ 4,300 | $ 5.8 | ||||
Issuer Bid, percentage | 16.50% | 16.50% | ||||
Long-Term Debt, Average Amount Outstanding | $ | $ 9 | |||||
Purchase price of debenture, outstanding | $ / shares | 1,000 | |||||
Purchase price of debenture, issued | $ / shares | $ 600 |
TRADE AND OTHER RECEIVABLES (Ad
TRADE AND OTHER RECEIVABLES (Additional Information) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 04, 2024 | Mar. 31, 2024 | |
Percent of trade accounts receivable insured | 97% | |
Provision for credit losses | $ 0.1 | |
Litigation Funding Agreement (Member) | Maximum [Member] | ||
litigation costs | $ 4 | |
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, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Current | $ 13,297 | $ 12,070 |
Overdue | 2,585 | 3,818 |
Total accounts receivable | 15,882 | 15,888 |
Less: expected credit losses | (100) | (101) |
Net accounts receivable | $ 15,782 | $ 15,787 |
OTHER LIABILITIES - Summary of
OTHER LIABILITIES - Summary of Other Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Other Liabilities, Current [Abstract] | |||||
Warranty provisions | $ 866 | [1] | $ 873 | [1] | $ 1,278 |
DSU liability | 1,486 | 1,086 | |||
Income taxes payable | 321 | 289 | |||
Sublease deposits | 183 | 184 | |||
Other provisions | 50 | 50 | |||
Other liabilities | $ 2,906 | $ 2,482 | |||
[1] The following table presents a reconciliation of the warranty provision balance: As at, March 31, 2024 December 31, 2023 As at January 1 873 1,278 Additions to warranty provision 205 1,208 Payments related to warranties ( 212 ) ( 1,613 ) 866 873 |
OTHER LIABILITIES - Reconciliat
OTHER LIABILITIES - Reconciliation of Warranty and Other Provisions Balance (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | |||
Other Liabilities, Current [Abstract] | ||||
Balance | $ 873 | [1] | $ 1,278 | |
Additions to warranty provision | 205 | 1,208 | ||
Payments related to warranties | (212) | (1,613) | ||
Balance | [1] | $ 866 | $ 873 | |
[1] The following table presents a reconciliation of the warranty provision balance: As at, March 31, 2024 December 31, 2023 As at January 1 873 1,278 Additions to warranty provision 205 1,208 Payments related to warranties ( 212 ) ( 1,613 ) 866 873 |
LONG-TERM DEBT - Summary of Lon
LONG-TERM DEBT - Summary of Long Term Debt Reconciliation (Detail) $ in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2024 CAD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||
Long term debt, Balance Beginning | $ 56,108 | $ 65,435 | $ 65,435 | |
Accretion of issue costs | 180 | 698 | ||
Accrued interest | 852 | 3,937 | ||
Interest payments | (1,005) | (3,977) | ||
Repayment of long-term debt | (5,074) | (642) | (11,579) | |
Gain on extinguishment of convertible debt | (2,931) | $ (3.9) | 0 | |
Exchange differences | (1,330) | 1,594 | ||
Long term debt, Balance Ending | 46,800 | 56,108 | ||
Current portion of long-term debt and accrued interest | 675 | 841 | ||
Long-term debt | 46,125 | 55,267 | ||
Leasing Facilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt, Balance Beginning | 484 | 11,812 | 11,812 | |
Accretion of issue costs | 0 | 0 | ||
Accrued interest | 9 | 526 | ||
Interest payments | (9) | (526) | ||
Repayment of long-term debt | (19) | (11,579) | ||
Gain on extinguishment of convertible debt | 0 | |||
Exchange differences | (11) | 251 | ||
Long term debt, Balance Ending | 454 | 484 | ||
Current portion of long-term debt and accrued interest | 78 | 79 | ||
Long-term debt | 376 | 405 | ||
Convertible Debentures [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt, Balance Beginning | 55,624 | $ 53,623 | 53,623 | |
Accretion of issue costs | 180 | 698 | ||
Accrued interest | 843 | 3,411 | ||
Interest payments | (996) | (3,451) | ||
Repayment of long-term debt | (5,055) | 0 | ||
Gain on extinguishment of convertible debt | (2,931) | |||
Exchange differences | (1,319) | 1,343 | ||
Long term debt, Balance Ending | 46,346 | 55,624 | ||
Current portion of long-term debt and accrued interest | 597 | 762 | ||
Long-term debt | $ 45,749 | $ 54,862 |
LONG-TERM DEBT - (Additional In
LONG-TERM DEBT - (Additional Information) (Detail) $ / shares in Units, $ in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||||||||
Feb. 09, 2024 CAD ($) | Nov. 15, 2021 USD ($) | Nov. 15, 2021 CAD ($) | Jan. 29, 2021 USD ($) | Jan. 29, 2021 CAD ($) | Jan. 25, 2021 USD ($) shares | Jan. 25, 2021 CAD ($) shares | Mar. 31, 2024 USD ($) Days $ / shares shares | Mar. 31, 2024 CAD ($) shares | Sep. 30, 2023 | Mar. 31, 2024 CAD ($) Days | Mar. 22, 2024 USD ($) | Mar. 22, 2024 CAD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) | Feb. 09, 2023 CAD ($) Days | Feb. 12, 2021 CAD ($) | Jan. 25, 2021 $ / shares | |
Debt Instrument [Line Items] | ||||||||||||||||||
Revolving credit facility, basis spread on variable rate | 4.25% | 4.25% | ||||||||||||||||
Settlement of related party debt | $ 7,800 | |||||||||||||||||
Debentures held by related party | 10,000 | $ 13,600 | ||||||||||||||||
Restricted cash | $ 241 | $ 355 | ||||||||||||||||
Convertible debentures, conversion price | $ / shares | $ 4.03 | |||||||||||||||||
Convertible debentures, common shares issued | shares | 248.139 | 248.139 | 274.7253 | 274.7253 | ||||||||||||||
January [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Paid interest payable | $ 30 | $ 40 | ||||||||||||||||
Repurchased for cancellation of the principal balance | 3,500 | 4,700 | ||||||||||||||||
Principal amount outstanding | $ 26,300 | 35,600 | ||||||||||||||||
December [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Paid interest payable | 60 | 80 | ||||||||||||||||
Repurchased for cancellation of the principal balance | $ 4,300 | $ 5,800 | ||||||||||||||||
Principal amount outstanding | $ 21,500 | 29,200 | ||||||||||||||||
Convertible Debentures [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Issuance of convertible debentures | $ 27,400 | $ 35,000 | $ 4,100 | $ 5,250 | $ 27,500 | $ 35,000 | ||||||||||||
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 | $ 3.64 | |||||||||||||||||
Convertible debentures, principal amount | $ 1,000 | $ 1,000 | ||||||||||||||||
Convertible debentures, transaction cost | $ 2,300 | $ 2,700 | ||||||||||||||||
Canadian Dollar Advances [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Revolving credit facility, maximum borrowing capacity | 5,000 | |||||||||||||||||
US Dollar Advances [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Revolving credit facility, maximum borrowing capacity | $ 14,000 | |||||||||||||||||
Related Party Member | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Convertible debt outstanding | 13,900 | 18,900 | ||||||||||||||||
RBC Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit available borrowing capacity | 8,500 | 10,100 | 10,300 | $ 13,600 | ||||||||||||||
Restricted cash | $ 100 | $ 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 at the Canadian or U.S. prime rate plus 75 basis points or at the Canadian Dollar Offered Rate or Adjusted Term CORRA or Term SOFR plus the Term SOFR Adjustment, in each case plus 200 basis points. | Interest was 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 (“Term 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 was not above 1.25 for three consecutive months, a cash balance equivalent to one-year’s worth of Leasing Facilities payments was required to be maintained. Effective October 2023, inventory was scoped out of the Borrowing Base. | Interest was 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 (“Term 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 was not above 1.25 for three consecutive months, a cash balance equivalent to one-year’s worth of Leasing Facilities payments was required to be maintained. Effective October 2023, inventory was scoped out of the Borrowing Base. | |||||||||||||||
RBC Facility [Member] | LIBOR [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit available borrowing capacity | $ 15,000 | $ 15,000 | ||||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Revolving credit facility, maximum borrowing capacity | $ 25,000 | |||||||||||||||||
Revolving credit facility, maximum borrowing capacity, description | Under the RBC Facility, the Company was 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”). | |||||||||||||||||
Revolving credit facility, basis spread on variable rate | 155% | 155% | ||||||||||||||||
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 had been below 1.10:1 for the three immediately preceding months, the Company was required to maintain a reserve account equal to the aggregate of one year of payments on outstanding loans on the Leasing Facilities | 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 had been below 1.10:1 for the three immediately preceding months, the Company was 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 | |||||||||||||||||
Number of consecutive business days | Days | 5 | 5 | ||||||||||||||||
Revolving Credit Facility [Member] | Canadian Dollar Advances [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Leasing facility drawn, | $ 3,400 | $ 4,400 | ||||||||||||||||
Repayments of Lines of Credit | 2,900 | $ 3,800 | ||||||||||||||||
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 | |||||||||||||||||
Revolving Credit Facility [Member] | Prime Rate [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Revolving credit facility, basis spread on variable rate | 30% | 30% |
STOCK-BASED COMPENSATION - (Add
STOCK-BASED COMPENSATION - (Additional Information) (Detail) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2024 $ / shares $ / shares shares | Mar. 31, 2024 $ / shares shares | Sep. 30, 2023 shares | Mar. 31, 2023 shares | Mar. 01, 2024 | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | Mar. 31, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) | May 31, 2023 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock reserved for future issuance | 12,350,000 | |||||||||
Securities excluded from calculation of net income (loss) per share | 200,000 | 200,000 | 1,100,000 | |||||||
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 | 3 years | ||||||||
Weighted average fair value of the RSUs granted | $ / shares | $ 0.5 | |||||||||
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 | 3 years | ||||||||
Securities excluded from calculation of net income (loss) per share | 3,800,000 | 3,800,000 | 1,500,000 | |||||||
Performance-Based Restricted Share Units [Member] | 2022 PRSUs [ Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
% of PRSUs vesting | 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) | $ 0.34 | $ 0.49 | ||||||||
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 | $ | $ 0.6 | $ 0.5 | ||||||||
Securities excluded from calculation of net income (loss) per share | 2,300,000 | 2,300,000 | ||||||||
Deferred Share Units ("DSUs") [Member] | Granted Under The 2023 Litp | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Weighted average fair value of the RSUs granted | (per share) | $ 0.67 | $ 0.67 | $ 0.49 | |||||||
Deferred Compensation Liability, Current and Noncurrent | $ | $ 0.8 | $ 0.6 | ||||||||
Performance Share Units ("PSUs") [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of options, Forfeited | 738,553 | |||||||||
Securities excluded from calculation of net income (loss) per share | 1,800,000 | 1,800,000 | ||||||||
Vesting Term | Dec. 31, 2026 | Dec. 31, 2026 | ||||||||
Performance Share Units ("PSUs") [Member] | Maximum [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
% of PRSUs vesting | 190% | 190% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 4,909,907 | 4,909,907 | ||||||||
Performance Period Date | Dec. 31, 2026 | Dec. 31, 2026 | ||||||||
Performance Share Units ("PSUs") [Member] | Median [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
% of PRSUs vesting | 160% | 160% | ||||||||
Performance Share Units ("PSUs") [Member] | Minimum [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
% of PRSUs vesting | 100% | 100% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 2,584,161 | 2,584,161 | ||||||||
Performance Period Date | Jan. 01, 2023 | Jan. 01, 2023 | ||||||||
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 | 3,800,000 | 3,800,000 | 1,500,000 | |||||||
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 | |||||||||
Equity Settled Awards [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Securities excluded from calculation of net income (loss) per share | 96,700,000 | 96,700,000 | 119,400,000 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Expense | $ 675 | $ 796 |
Equity-settled Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Expense | 493 | 644 |
Cash-settled Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Expense | $ 182 | $ 152 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of RSUs, Share Awards, PSUs, DSUs Activity (Detail) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted Stock Units Time Based [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of units, Outstanding at the beginning | 3,530,564 | 1,885,337 |
Granted | 350,000 | |
Vested | (508,679) | (590,258) |
Withheld to settle employee tax obligations | (146,343) | (64,230) |
Forfeited | (29,214) | (44,081) |
Number of units, Outstanding at the end | 3,196,328 | 1,186,768 |
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 | 64,029 | 343,919 |
Vested | (12,574) | (32,962) |
Forfeited | (6,278) | |
Number of units, Outstanding at the end | 45,177 | 310,957 |
Share Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Granted | 36,253 | |
Vested | (36,253) | |
Performance Share Units ("PSUs") [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of units, Outstanding at the beginning | 1,845,608 | |
Number of units, Outstanding at the end | 1,845,608 | |
Deferred Share Units ("DSUs") [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of units, Outstanding at the beginning | 3,086,172 | 1,165,319 |
Granted | 496,095 | 434,032 |
Number of units, Outstanding at the end | 3,582,267 | 1,599,351 |
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, 2024 $ / 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, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of options, Outstanding at the beginning | 209,409 | 1,480,069 |
Number of options, Forfeited | (1,000) | (398,964) |
Number of options, Outstanding at the end | 1,081,105 | |
Number of options, Exercisable | 208,409 | |
Weighted average exercise price, Outstanding at the beginning | $ 7.71 | $ 7.03 |
Weighted average exercise price, Forfeited | 7.84 | 7.14 |
Weighted average exercise price, Outstanding at the end | $ 7.71 | $ 6.99 |
STOCK-BASED COMPENSATION - Su_4
STOCK-BASED COMPENSATION - Summary of Options Outstanding by Range of Exercise Prices (Detail) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options outstanding, Number | shares | 208,409 |
Options exercisable, Number | shares | 208,409 |
Range Of Exercise Prices For Outstanding Share Options Five [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 | 16,350 |
Options outstanding, Weighted average remaining life | 5 months 19 days |
Options outstanding, Weighted average exercise price | $ 6.12 |
Options outstanding | $ 6.12 |
Options exercisable, Number | shares | 16,350 |
Options exercisable, Weighted average remaining life | 5 months 19 days |
Range Of Exercise Prices For Outstanding Share Options Seven [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 | $ 8 |
Options outstanding, Number | shares | 192,059 |
Options outstanding, Weighted average remaining life | 1 month 17 days |
Options outstanding, Weighted average exercise price | $ 7.84 |
Options outstanding | $ 7.84 |
Options exercisable, Number | shares | 192,059 |
Options exercisable, Weighted average remaining life | 1 month 17 days |
EARNINGS PER SHARE (Additional
EARNINGS PER SHARE (Additional Information) (Details) - $ / shares | Mar. 31, 2024 | Jan. 09, 2024 | Dec. 31, 2023 | Dec. 12, 2023 |
Earnings Per Share [Abstract] | ||||
Purchase Of Common Shares | 85,714,285 | |||
Common shares, issued | 191,880,226 | 85,714,285 | 105,377,667 | |
Subscription Price | $ 0.35 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Earnings Per Share, Basic [Abstract] | |||
Weighted average number of shares outstanding (thousands of shares) | 183,668,000 | 111,702,000 | |
Net income (loss) per share (dollars) | $ 0.02 | $ (0.1) | |
Earnings Per Share, Basic | $ 0.02 | $ (0.1) | |
Weighted Average Number of Shares Outstanding, Basic | 183,668,000 | 111,702,000 | |
Earnings Per Share, Diluted [Abstract] | |||
Interest on Convertible debentures | $ 843 | ||
Net income (loss) for the period | $ 3,045 | $ (11,434) | |
Weighted Average Number of Shares Outstanding, Diluted | 288,479,000 | 111,702,000 | |
Earnings Per Share, Diluted | $ 0.01 | $ (0.1) | |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | [1] | 96,690 | |
Dilutive RSUs and PRSU | [2] | 3,775 | |
Dilutive Options | [2] | 208 | |
Dilutive New DSUs (thousands of shares) | [3] | 2,292 | |
Dilutive PSUs (thousands of shares) | [3] | 1,846 | |
NetIncome(Loss)IncludingInterest | $ 3,888 | $ (11,434) | |
Consolidated Statement of Comprehensive Income [Member] | |||
Earnings Per Share, Basic [Abstract] | |||
Net income (loss) per share (dollars) | $ 0.02 | $ (0.1) | |
Earnings Per Share, Basic | 0.02 | (0.1) | |
Earnings Per Share, Diluted [Abstract] | |||
Earnings Per Share, Diluted | $ 0.01 | $ (0.1) | |
Shares restated [Member] | |||
Earnings Per Share, Basic [Abstract] | |||
Weighted average number of shares outstanding (thousands of shares) | 183,668 | 111,702 | |
Weighted Average Number of Shares Outstanding, Basic | 183,668 | 111,702 | |
Earnings Per Share, Diluted [Abstract] | |||
Weighted Average Number of Shares Outstanding, Diluted | 288,479 | 111,702 | |
Previously Reported [Member] | |||
Earnings Per Share, Basic [Abstract] | |||
Weighted average number of shares outstanding (thousands of shares) | 98,091 | ||
Net income (loss) per share (dollars) | $ (0.12) | ||
Earnings Per Share, Basic | $ (0.12) | ||
Weighted Average Number of Shares Outstanding, Basic | 98,091 | ||
Earnings Per Share, Diluted [Abstract] | |||
Weighted Average Number of Shares Outstanding, Diluted | 98,091 | ||
Earnings Per Share, Diluted | $ (0.12) | ||
[1] For the three months ended March 31, 2023, the Net loss per share − diluted excludes the effect of 119.4 million shares that would be issued if the principal amount of the Debentures were settled in our common shares at the quarter end price and are excluded as they would be anti-dilutive. For the three months ended March 31, 2024, the Net income per share − diluted includes the effect of 96.7 million shares related to the Debentures as they would have the potential to dilute basic earnings per share. For the three months ended March 31, 2023, the Net loss per share − diluted excludes the effect of 1.5 million RSUs and PRSUs and 1.1 million options as these would be anti-dilutive. For the three months ended March 31, 2024, the Net income per share − diluted considers the effect of 3.8 million RSUs and PRSUs and 0.2 million options as they would have the potential to dilute basic earnings per share. For the three months ended March 31, 2024, the Net income per share − diluted excludes the effect of 2.3 million New DSUs and 1.8 million PSUs. These would have the potential to dilute basic earnings per share. |
EARNINGS PER SHARE - Schedule_2
EARNINGS PER SHARE - Schedule of Earnings Per Share (Parenthetical) (Details) - $ / shares shares in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share, Basic [Abstract] | ||
Net loss per share - diluted | $ 0.01 | $ (0.1) |
Securities excluded from calculation of net income (loss) per share | 0.2 | 1.1 |
Restricted Share Units ("RSUs") [Member] | ||
Earnings Per Share, Basic [Abstract] | ||
Securities excluded from calculation of net income (loss) per share | 3.8 | 1.5 |
PRSUs [Member] | ||
Earnings Per Share, Basic [Abstract] | ||
Securities excluded from calculation of net income (loss) per share | 3.8 | 1.5 |
Deferred Share Units ("DSUs") [Member] | ||
Earnings Per Share, Basic [Abstract] | ||
Securities excluded from calculation of net income (loss) per share | 2.3 | |
Performance Share Units ("PSUs") [Member] | ||
Earnings Per Share, Basic [Abstract] | ||
Securities excluded from calculation of net income (loss) per share | 1.8 | |
Stock Option [Member] | ||
Earnings Per Share, Basic [Abstract] | ||
Securities excluded from calculation of net income (loss) per share | 0.2 | 1.1 |
Convertible Debt Securities [Member] | ||
Earnings Per Share, Basic [Abstract] | ||
Securities excluded from calculation of net income (loss) per share | 119.4 | |
Equity-settled Awards [Member] | ||
Earnings Per Share, Basic [Abstract] | ||
Securities excluded from calculation of net income (loss) per share | 96.7 | 119.4 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue by Major Products and Services Lines (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 40,847 | $ 36,708 |
Product [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 34,876 | 31,481 |
Transportation [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 3,955 | 3,788 |
License fees from Distribution Partners [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 208 | 207 |
Total product revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 39,039 | 35,476 |
Installation and other services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 1,808 | $ 1,232 |
REVENUE - Disaggregation of R_2
REVENUE - Disaggregation of Revenue by Timing of Revenue Recognition (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 40,847 | $ 36,708 |
At a point in time [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 38,831 | 35,269 |
Over time [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 2,016 | $ 1,439 |
REVENUE - Summary of Contract L
REVENUE - Summary of Contract Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | |||
Customer deposits | $ 2,533 | $ 5,290 | $ 4,458 |
Deferred revenue | 547 | 0 | 408 |
Contract liabilities | $ 3,080 | $ 5,290 | $ 4,866 |
REVENUE - (Additional Informati
REVENUE - (Additional Information) (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilities recognized as revenue | $ 4.5 | $ 5.3 |
REVENUE - Schedule of Sales by
REVENUE - Schedule of Sales by Industry (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 40,847 | $ 36,708 |
Commercial [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 30,179 | 24,504 |
Healthcare [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 3,049 | 6,171 |
Government [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 3,475 | 2,707 |
Education [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 2,128 | 1,887 |
License Fees from Distribution Partners [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 208 | 207 |
Total product and transportation revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 39,039 | 35,476 |
Installation and other services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 1,808 | $ 1,232 |
SEGMENT REPORTING - (Additional
SEGMENT REPORTING - (Additional Information) (Detail) | 3 Months Ended | |
Mar. 31, 2024 Country Segment | Mar. 31, 2023 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, 2024 | Mar. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 40,847 | $ 36,708 |
Canada [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 3,069 | 4,912 |
U.S. [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 37,778 | $ 31,796 |
SEGMENT REPORTING - Schedule _2
SEGMENT REPORTING - Schedule of Non-current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | $ 58,385 | $ 60,792 |
Canada [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 28,837 | 30,033 |
U.S. [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | $ 29,548 | $ 30,759 |
SEGMENT REPORTING - Segment Pro
SEGMENT REPORTING - Segment Profit and loss reconciliation to Net income (loss) After tax (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 40,847 | $ 36,708 | |
Gross Profit | 14,648 | 8,682 | |
Operating Expenses | [1] | 14,855 | 18,800 |
Operating income (loss) | (207) | (10,118) | |
Net income (loss) before tax | 3,078 | (11,434) | |
Reconciliation of profit or loss | |||
Net income (loss) after tax | 3,045 | (11,434) | |
Opreating Segement Member | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 40,847 | 36,708 | |
Gross Profit | $ 14,648 | $ 8,682 | |
Gross Profit Margin | 35.90% | 23.70% | |
Operating income (loss) | $ (207) | $ (10,118) | |
Other income/(expenses) and gains/(losses) | [2] | 3,252 | (1,316) |
Net income (loss) before tax | 3,045 | (11,434) | |
Reconciliation of profit or loss | |||
Adjustments and reconciling items | 0 | 0 | |
Net income (loss) after tax | $ 3,045 | $ (11,434) | |
[1] Includes Sales and marketing, General and administrative, Operations support, Technology and development, Stock based compensation, Reorganization costs, Related party expenses, and Impairment charges Includes Tax expenses, non-recurring gains and losses, government subsidies, foreign exchange gains(losses), interest income, and interest expenses |
INCOME TAXES - (Additional Info
INCOME TAXES - (Additional Information) (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule Of Income Tax [Line Items] | ||
Valuation allowance against Deferred Tax Assets | $ 33.9 | $ 34.5 |
RELATED PARTY TRANSACTION (Addi
RELATED PARTY TRANSACTION (Additional Information) (Details) $ / shares in Units, $ in Thousands, $ in Millions | 3 Months Ended | |||||||
Mar. 15, 2023 $ / shares shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2024 CAD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) | Dec. 31, 2022 USD ($) | Apr. 26, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Debentures | $ 46,800 | $ 56,108 | $ 65,435 | |||||
Interest on Convertible debentures | 843 | |||||||
Trade and other receivables | 34 | $ (2,111) | ||||||
Debt Settlement Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Repayment by related party common shares | shares | 3,899,745 | |||||||
Deemed Price | $ / shares | $ 0.4 | |||||||
Interest on Convertible debentures | $ 400 | |||||||
Debt Settlement Agreement | January [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debentures | $ 18.9 | $ 18.9 | ||||||
Debt Settlement Agreement | December [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debentures | $ 13.6 | $ 13.6 | ||||||
Twenty Two NW Fund LP [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Other Liabilities | 300 | |||||||
Trade and other receivables | 200 | |||||||
Twenty Two NW Fund LP [Member] | Debt Settlement Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt | $ 1,600 | |||||||
Percentage of issued and outstanding common shares | 19.50% | |||||||
Liability and expense | $ 2,100 |
RIGHTS OFFERING (Additional Inf
RIGHTS OFFERING (Additional Information) (Details) $ / shares in Units, $ / shares in Units, $ in Thousands, $ in Millions | Jan. 09, 2024 CAD ($) $ / shares shares | Jan. 09, 2024 USD ($) shares | Nov. 21, 2023 CAD ($) | Nov. 21, 2023 USD ($) | Mar. 31, 2024 shares | Jan. 09, 2024 $ / shares shares | Dec. 31, 2023 shares |
Class of Stock [Line Items] | |||||||
Aggregate Gross Proceeds | $ 30 | $ 22,400 | $ 30 | $ 22,400 | |||
Additional Subscription Privilege | $ | $ 15 | ||||||
Purchasers for their reasonable expenses | $ | $ 30 | ||||||
Common shares, shares issued | 85,714,285 | 191,880,226 | 85,714,285 | 105,377,667 | |||
Common shares at a price | (per share) | $ 0.35 | $ 0.26 | |||||
Aggregate net proceeds | $ | 21,300 | ||||||
Costs associated with the Rights Offering | $ | $ 1,100 | ||||||
Eligible holders to subscribe common shares | 0.81790023 | 0.81790023 | |||||
Rights were required to purchase one common share | 1.22264301 | 1.22264301 | |||||
Basic Subscription Privilege | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares issued | 67,379,471 | ||||||
Additional Subscription Privilege | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares issued | 18,334,814 |
COMMITMENTS - (Additional Infor
COMMITMENTS - (Additional Information) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Long Term Purchase Commitment [Line Items] | ||
Undiscounted operating lease liabilities | $ 43.4 | $ 45.1 |
Undiscounted rent obligations | $ 1.4 | |
Extended the term of the lease agreement | 3 years | |
Inventory And Property Plant And Equipment [Member] | ||
Long Term Purchase Commitment [Line Items] | ||
Purchase obligation, outstanding | $ 1.1 | $ 2.8 |