Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 | |
Document Information [Line Items] | |
Document Type | F-1/A |
Amendment Flag | true |
Entity Registrant Name | MCLOUD TECHNOLOGIES CORP. |
Entity Central Index Key | 0001756499 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | Amendment No. 9 to FORM F-1 REGISTRATION STATEMENT |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - CAD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Current assets | |||||
Cash and cash equivalents | $ 1,712,978 | $ 4,588,057 | $ 1,110,889 | ||
Trade and other receivables | 2,877,363 | [1] | 14,566,975 | [1] | 12,312,814 |
Current portion of prepaid expenses and other assets | 2,497,798 | 2,355,350 | 1,326,319 | ||
Current portion of long-term receivables | 201,331 | 397,060 | 445,213 | ||
Total current assets | 7,289,470 | 21,907,442 | 15,195,235 | ||
Non-current assets | |||||
Prepaid expenses and other assets | 156,350 | 622,577 | 1,011,847 | ||
Long-term receivables | 6,171 | 343,371 | 2,091,059 | ||
Right-of-use assets | 4,741,194 | 916,028 | 3,660,717 | ||
Property and equipment | 743,586 | 649,403 | 506,387 | ||
Intangible assets | 11,397,381 | 20,585,833 | 27,766,839 | ||
Goodwill | 27,274,668 | 27,081,795 | 27,086,727 | ||
Total non-current assets | 44,319,350 | 50,199,007 | 62,123,576 | ||
Total assets | 51,608,820 | 72,106,449 | 77,318,811 | ||
Current liabilities | |||||
Bank indebtedness | 3,393,082 | 3,460,109 | 976,779 | ||
Trade payables and accrued liabilities | 13,006,686 | 12,421,309 | 12,924,256 | ||
Deferred revenue | 1,989,830 | 2,811,408 | 1,771,120 | ||
Current portion of loans and borrowings | 6,325,780 | 12,447,939 | 3,431,251 | ||
Current portion of convertible debentures | 23,457,500 | 22,185,170 | 0 | ||
Warrant liabilities | 840,518 | 8,880,038 | 710,924 | ||
Current portion of lease liabilities | 542,836 | 410,674 | 835,472 | ||
Current portion of other liabilities | 0 | 6,003,838 | |||
Current portion of business acquisition payable | 1,093,021 | 1,398,972 | 1,594,297 | ||
Total current liabilities | 50,649,253 | 64,015,619 | 28,247,937 | ||
Non-current liabilities | |||||
Convertible debentures | 89,315 | 110,540 | 19,534,988 | ||
Lease liabilities | 6,940,728 | 634,798 | 3,109,604 | ||
Loans and borrowings | 20,556,562 | 767,662 | 9,721,049 | ||
Deferred income tax liabilities | 441,845 | 2,291,057 | 4,168,905 | ||
Other liabilities | 0 | 232,577 | |||
Business acquisition payable | 0 | 845,232 | |||
Total liabilities | 78,677,703 | 67,819,676 | 65,860,292 | ||
EQUITY (DEFICIT) | |||||
Share capital | 118,370,996 | 118,195,363 | 83,120,611 | ||
Contributed surplus | 11,852,727 | 11,040,751 | 8,518,476 | ||
Accumulative other comprehensive income | (2,256,567) | 1,227,269 | 1,435,384 | ||
Deficit | (155,036,039) | (128,671,898) | (83,909,198) | ||
Total shareholders' equity (deficit) | (27,068,883) | 1,791,485 | 9,165,273 | ||
Non-controlling interest | 0 | 2,495,288 | 2,293,246 | ||
Total equity (deficit) | (27,068,883) | 4,286,773 | 11,458,519 | ||
Total liabilities and equity | $ 51,608,820 | $ 72,106,449 | $ 77,318,811 | ||
[1]See Note 15 for the impact of the deconsolidation of a subsidiary. |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Profit or loss [abstract] | |||||||
Revenue | $ 2,906,100 | $ 7,434,319 | $ 9,604,729 | $ 21,426,348 | $ 25,596,972 | $ 26,928,439 | $ 18,340,249 |
Cost of sales | (1,474,602) | (2,857,388) | (5,340,400) | (8,176,902) | (9,683,748) | (10,281,922) | (7,583,127) |
Gross profit | 1,431,498 | 4,576,931 | 4,264,329 | 13,249,446 | 15,913,224 | 16,646,517 | 10,757,122 |
Expenses | |||||||
Salaries, wages and benefits | 5,859,812 | 4,879,745 | 16,233,396 | 16,083,410 | 21,691,774 | 20,885,044 | 10,313,803 |
Sales and marketing | 1,029,940 | 464,319 | 2,932,155 | 977,372 | 1,377,255 | 1,536,420 | 3,166,788 |
Research and development | 338,219 | 613,313 | 1,438,503 | 2,074,192 | 3,179,353 | 1,078,164 | 498,099 |
General and administration | 1,862,492 | 1,457,973 | 6,479,948 | 4,351,402 | 8,538,854 | 5,741,872 | 3,294,550 |
Professional and consulting fees | 1,937,034 | 2,409,557 | 8,673,423 | 6,639,590 | 9,085,436 | 8,886,341 | 4,351,812 |
Share-based compensation | 485,032 | 448,268 | 929,493 | 1,184,187 | 1,867,915 | 1,454,235 | 1,468,361 |
Depreciation and amortization | 2,880,646 | 2,815,299 | 6,650,274 | 6,779,270 | 8,924,812 | 6,778,100 | 4,044,143 |
Impairment of right-of-use assets | 2,127,742 | 2,127,742 | |||||
Total expenses | 16,520,917 | 13,088,474 | 45,464,934 | 38,089,423 | 54,665,399 | 46,360,176 | 27,137,556 |
Operating loss | 15,089,419 | 8,511,543 | 41,200,605 | 24,839,977 | 38,752,175 | 29,713,659 | 16,380,434 |
Other expenses (income) | |||||||
Finance costs | 1,601,138 | 1,712,435 | 5,689,768 | 5,894,948 | 8,618,794 | 6,033,510 | 3,217,500 |
Foreign exchange loss (gain) | (1,335,572) | (757,580) | (1,829,115) | (225,797) | (267,294) | 1,198,372 | 494,404 |
Business acquisition costs and other expenses | (13,144) | 322,876 | 346,420 | 1,811,682 | 9,880,170 | ||
Impairment | 600,657 | ||||||
Fair value (gain) loss on derivatives | (2,364,057) | 8,663,819 | (7,395,656) | 9,114,862 | 6,040,121 | ||
Other income | (3,670,310) | (2,406,534) | (4,332,602) | (5,471,842) | (7,126,097) | (2,932,342) | (167,913) |
Loss before tax | 9,320,618 | 15,710,539 | 33,333,000 | 34,475,024 | 46,364,119 | 35,824,881 | 30,405,252 |
Current tax expense (recovery) | 41,772 | 382,179 | 146,454 | 861,538 | 157,303 | (295,709) | 181,895 |
Deferred tax (recovery) expense | (390,502) | (476,413) | (1,872,736) | (968,237) | (1,822,109) | (668,209) | (2,692,313) |
Net loss for the year | 8,971,888 | 15,616,305 | 31,606,718 | 34,368,325 | 44,699,313 | 34,860,963 | 27,894,834 |
Other comprehensive (income) loss | |||||||
Foreign subsidiary translation differences | 2,509,754 | 972,174 | 3,391,823 | 62,848 | 69,460 | (1,209,006) | (607,302) |
Comprehensive loss for the year | 11,481,642 | 16,588,479 | 34,998,541 | 34,431,173 | 44,768,773 | 33,651,957 | 27,287,532 |
Net loss (income) for the year attributable to: | |||||||
mCloud Technologies Corp. shareholders | 8,534,909 | 15,466,293 | 26,364,141 | 34,667,330 | 44,762,700 | 36,447,551 | 28,484,890 |
Non-controlling interest | 436,979 | 150,012 | 5,242,577 | (299,005) | (63,387) | (1,586,588) | (590,056) |
Net loss for the year | 8,971,888 | 15,616,305 | 31,606,718 | 34,368,325 | 44,699,313 | 34,860,963 | 27,894,834 |
Comprehensive loss (income) for the year attributable to: | |||||||
mCloud Technologies Corp. shareholders | 11,083,287 | 16,385,693 | 29,847,977 | 34,898,949 | 44,970,815 | 35,398,294 | 28,054,299 |
Non-controlling interest | 398,355 | 202,786 | 5,150,564 | (467,776) | (202,042) | (1,746,337) | (766,767) |
Comprehensive loss for the year | $ 11,481,642 | $ 16,588,479 | $ 34,998,541 | $ 34,431,173 | $ 44,768,773 | $ 33,651,957 | $ 27,287,532 |
Loss per share attributable to mCloud shareholders – basic and diluted | $ 0.53 | $ 1.22 | $ 1.63 | $ 3.15 | $ 3.76 | $ 5.01 | $ 6.97 |
Weighted average number of common shares outstanding - basic and diluted | 16,156,979 | 12,656,597 | 16,153,145 | 11,001,956 | 11,898,183 | 7,272,464 | 4,085,322 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - CAD ($) | Total | Share Capital [Member] | Contributed Surplus [Member] | Accumulated Other Comprehensive Income [Member] | Deficit [Member] | Total Shareholder's Equity [Member] | Non- controlling Interest [Member] |
Beginning balance at Dec. 31, 2018 | $ 2,553,170 | $ 19,815,174 | $ 1,759,217 | $ (44,464) | $ (18,976,757) | $ 2,553,170 | |
Beginning balance (Shares) at Dec. 31, 2018 | 3,030,021 | ||||||
Share-based payments | 1,468,361 | 1,468,361 | 1,468,361 | ||||
RSUs exercised | $ 142,277 | (142,277) | |||||
RSUs exercised (Shares) | 11,905 | ||||||
Stock options exercised | 543,249 | $ 658,074 | (114,825) | 543,249 | |||
Stock options exercised (Shares) | 50,838 | ||||||
Warrants exercised | 1,727,202 | $ 1,865,773 | (138,571) | 1,727,202 | |||
Warrants exercised (Shares) | 133,176 | ||||||
Shares issued for transaction costs - kanepi | 8,880,000 | $ 8,880,000 | 8,880,000 | ||||
Shares issued for transaction costs - kanepi (Shares) | 800,000 | ||||||
Shares issued on Debentures conversion, net | 3,673,214 | 3,673,214 | 3,673,214 | ||||
Shares issued on business combination | 13,320,000 | $ 13,320,000 | 13,320,000 | ||||
Shares issued on business combination (Shares) | 1,200,000 | ||||||
Shares issued to extinguish the loan from Flow Capital (Shares) | 50,000 | ||||||
Shares issued to extinguish the loan from Flow Capital | 606,495 | $ 606,495 | 606,495 | ||||
Shares Issued to Settle Liabilities Shares | 6,964 | ||||||
Shares issued to settle liabilities | 84,252 | $ 84,252 | 84,252 | ||||
Share issuance costs | (3,300) | (3,300) | (3,300) | ||||
Warrants issued | 61,000 | 61,000 | 61,000 | ||||
Equity component of convertible debentures | 3,673,214 | 3,673,214 | 3,673,214 | ||||
Contingent shares issuable to Flow Capital | 712,000 | 712,000 | 712,000 | ||||
Non-controlling interest recognized in business combination | (219,858) | $ (219,858) | |||||
Net (loss) income for the year | (27,894,834) | (28,484,890) | (28,484,890) | 590,056 | |||
Other comprehensive (loss) income for the year | 607,302 | 430,591 | 430,591 | 176,711 | |||
Ending balance at Dec. 31, 2019 | 6,118,253 | $ 45,368,745 | 7,278,119 | 386,127 | (47,461,647) | 5,571,344 | 546,909 |
Ending balance (Shares) at Dec. 31, 2019 | 5,282,904 | ||||||
Share-based payments | 1,454,235 | 1,454,235 | 1,454,235 | ||||
RSUs exercised | (144,393) | $ 384,613 | (529,006) | (144,393) | |||
RSUs exercised (Shares) | 35,877 | ||||||
Stock options exercised | 70,000 | $ 166,400 | (96,400) | 70,000 | |||
Stock options exercised (Shares) | 7,639 | ||||||
Warrants exercised | 1,495,692 | $ 1,923,118 | (427,426) | 1,495,692 | |||
Warrants exercised (Shares) | 117,977 | ||||||
Shares issued in business combination - CSA | 2,304,073 | $ 2,304,073 | 2,304,073 | ||||
Shares issued in business combination - CSA (Shares) | 126,737 | ||||||
Shares issued in business combination - kanepi | 5,882,547 | $ 5,882,547 | 5,882,547 | ||||
Shares issued in business combination - kanepi (Shares) | 867,631 | ||||||
Shares issued in public offering, net of costs | 14,526,300 | $ 13,854,348 | 671,952 | 14,526,300 | |||
Shares issued in public offering, net of costs (Shares) | 1,415,526 | ||||||
Shares issued for transaction costs - kanepi | 149,596 | $ 149,596 | 149,596 | ||||
Shares issued for transaction costs - kanepi (Shares) | 22,064 | ||||||
Shares issued for asset acquisition - AirFusion | 820,000 | $ 820,000 | 820,000 | ||||
Shares issued for asset acquisition - AirFusion (Shares) | 66,667 | ||||||
Shares issued on Debentures conversion, net | 74,000 | $ 50,000 | 24,000 | 74,000 | |||
Shares issued on Debentures conversion, net (Shares) | 3,333 | ||||||
Issue of special warrants, net | 12,217,171 | 12,217,171 | 12,217,171 | ||||
Conversion of special warrants | $ 12,217,171 | (12,217,171) | |||||
Conversion of special warrants (Shares) | 1,222,063 | ||||||
Settlement of debt with RSUs | 143,002 | 143,002 | 143,002 | ||||
Equity component of convertible debentures | 74,000 | $ 50,000 | 24,000 | 74,000 | |||
Net (loss) income for the year | (34,860,963) | (36,447,551) | (36,447,551) | 1,586,588 | |||
Other comprehensive (loss) income for the year | 1,209,006 | 1,049,257 | 1,049,257 | 159,749 | |||
Ending balance at Dec. 31, 2020 | 11,458,519 | $ 83,120,611 | 8,518,476 | 1,435,384 | (83,909,198) | 9,165,273 | 2,293,246 |
Ending balance (Shares) at Dec. 31, 2020 | 9,168,416 | ||||||
Share-based payments | 1,184,187 | 1,184,187 | 1,184,187 | ||||
RSUs exercised | (86,173) | $ 337,104 | (423,277) | (86,173) | |||
RSUs exercised (Shares) | 71,190 | ||||||
Broker warrants issued | 294,894 | 294,894 | 294,894 | ||||
Shares issued in public offering, net of costs | 12,395,918 | $ 12,395,918 | 12,395,918 | ||||
Shares issued in public offering, net of costs (Shares) | 2,300,000 | ||||||
Warrants issued in public offering, net of costs | 619,796 | 619,796 | 619,796 | ||||
Shares issued in non-brokered private placement | 420,000 | $ 420,000 | 420,000 | ||||
Convertible debenture conversion and interest, net | 14,436,728 | $ 14,436,728 | 14,436,728 | ||||
Shares issued in non-brokered private placement (Shares) | 75,676 | ||||||
Convertible debenture conversion and interest, net (Shares) | 2,107,787 | ||||||
Net (loss) income for the year | (34,368,325) | (34,667,330) | (34,667,330) | 299,005 | |||
Other comprehensive (loss) income for the year | (62,848) | (231,619) | (231,619) | 168,771 | |||
Ending balance at Sep. 30, 2021 | 6,292,696 | $ 110,710,361 | 10,194,076 | 1,203,765 | (118,576,528) | 3,531,674 | 2,761,022 |
Ending balance (Shares) at Sep. 30, 2021 | 13,723,069 | ||||||
Beginning balance at Dec. 31, 2020 | 11,458,519 | $ 83,120,611 | 8,518,476 | 1,435,384 | (83,909,198) | 9,165,273 | 2,293,246 |
Beginning balance (Shares) at Dec. 31, 2020 | 9,168,416 | ||||||
Share-based payments | 1,867,915 | 1,867,915 | 1,867,915 | ||||
RSUs exercised | (86,173) | $ 337,104 | (423,277) | (86,173) | |||
RSUs exercised (Shares) | 71,190 | ||||||
Broker warrants issued | 294,894 | 294,894 | 294,894 | ||||
Shares issued in public offering, net of costs | 12,395,918 | $ 12,395,918 | 12,395,918 | ||||
Shares issued in public offering, net of costs (Shares) | 2,300,000 | ||||||
Warrants issued in public offering, net of costs | 619,796 | 619,796 | 619,796 | ||||
Shares issued in private placement | 420,000 | $ 420,000 | 420,000 | ||||
Shares issued in private placement (Shares) | 75,676 | ||||||
Shares issued on Debentures conversion, net | 14,436,728 | $ 14,436,728 | 14,436,728 | ||||
Shares issued on Debentures conversion, net (Shares) | 2,107,787 | ||||||
Shares issued in settlement of interest payable | 7,485,002 | $ 7,485,002 | 7,485,002 | ||||
Shares issued in settlement of interest payable (Shares) | 2,415,000 | ||||||
Underwriter warrants issued in USD public offering | 162,947 | 162,947 | 162,947 | ||||
Equity component of convertible debentures | 14,436,728 | $ 14,436,728 | 14,436,728 | ||||
Net (loss) income for the year | (44,699,313) | (44,762,700) | (44,762,700) | 63,387 | |||
Other comprehensive (loss) income for the year | (69,460) | (208,115) | (208,115) | 138,655 | |||
Ending balance at Dec. 31, 2021 | 4,286,773 | $ 118,195,363 | 11,040,751 | 1,227,269 | (128,671,898) | 1,791,485 | 2,495,288 |
Ending balance (Shares) at Dec. 31, 2021 | 16,138,069 | ||||||
Share-based payments | 929,493 | 929,493 | 929,493 | ||||
RSUs exercised | $ 175,633 | (175,633) | |||||
RSUs exercised (Shares) | 22,696 | ||||||
RSUs cancelled | (136,950) | (136,950) | (136,950) | ||||
Warrants issued in financing | 195,066 | 195,066 | 195,066 | ||||
Elimination of non-controlling interest on loss of control of subsidiary | 2,655,276 | 2,655,276 | |||||
Net (loss) income for the year | (31,606,718) | (26,364,141) | (26,364,141) | (5,242,577) | |||
Other comprehensive (loss) income for the year | (3,391,823) | (3,483,836) | (3,483,836) | 92,013 | |||
Ending balance at Sep. 30, 2022 | $ (27,068,883) | $ 118,370,996 | $ 11,852,727 | $ (2,256,567) | $ (155,036,039) | $ (27,068,883) | $ 0 |
Ending balance (Shares) at Sep. 30, 2022 | 16,160,765 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - CAD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Operating activities | ||||||
Net loss | $ (31,606,718) | $ (34,368,325) | $ (44,699,313) | $ (34,860,963) | $ (27,894,834) | |
Items not affecting cash: | ||||||
Depreciation and amortization | 6,650,274 | 6,779,270 | 8,924,812 | 6,778,100 | 4,044,143 | |
Share-based compensation | 929,493 | 1,184,187 | 1,867,915 | 1,454,235 | 1,468,361 | |
Finance costs | 5,689,768 | 5,894,948 | 8,618,794 | 6,020,636 | 3,217,500 | |
Fair value (gain) loss on derivatives | (7,395,656) | 9,114,862 | 6,040,121 | |||
Fair value adjustment to royalty receivable | [1] | (3,394,455) | ||||
Loss on deconsolidation of subsidiary | 210,488 | |||||
Impairment | 600,657 | |||||
Other income | (374,866) | (1,663,605) | (2,675,671) | (92,535) | (167,913) | |
Provision for expected credit loss | (69,698) | 1,159,742 | 223,129 | 432,073 | ||
Unrealized foreign currency exchange (gain) loss | 170,312 | (384,700) | (534,993) | 1,034,501 | 542,016 | |
Impairment of right-of-use assets | 2,127,742 | |||||
Business acquisition costs | 149,596 | 8,880,000 | ||||
Current tax expense (recovery) | 146,454 | 861,538 | 157,303 | (295,709) | 181,895 | |
Deferred income tax recovery | (1,872,736) | (968,237) | (1,822,109) | (668,209) | (2,692,313) | |
Gain on settlement of lease liability | (99,979) | |||||
Increase (decrease) in working capital | 8,245,814 | (2,348,571) | (1,988,521) | (904,212) | (2,131,240) | |
Interest paid | (3,028,689) | (2,439,985) | (3,377,851) | (3,535,805) | (1,992,496) | |
Taxes paid | (158,564) | (376,093) | ||||
Net cash used in operating activities | (23,572,473) | (18,338,618) | (28,329,771) | (24,855,800) | (15,988,223) | |
Investing activities | ||||||
Acquisition of property and equipment | (582,359) | (625,202) | (625,202) | (127,688) | (138,123) | |
Extinguishment of Amended Royalty Agreement with Agnity | 7,277,143 | |||||
Acquisition of and expenditure on intangible assets | (438,060) | (438,725) | (809,764) | |||
Acquisition of royalty agreement | (204,604) | |||||
Acquisition of assets of AirFusion | (835,302) | |||||
Acquisition of business, net of cash acquired | (4,622,400) | (20,389,426) | ||||
Cash flows from losing control of subsidiaries or other businesses, classified as investing activities | (37,642) | |||||
Net cash provided by (used in) investing activities | 6,657,142 | (1,063,262) | (1,063,927) | (6,395,154) | (20,732,153) | |
Financing activities | ||||||
Payment of lease liabilities | (401,218) | (887,304) | (1,095,327) | (814,072) | (422,783) | |
Repayment of loans | (10,446,351) | (7,765,764) | (9,781,554) | (9,011,638) | (6,787,528) | |
Proceeds from loans and bank indebtedness, net of transaction costs | 26,038,316 | 10,464,794 | 13,752,698 | 8,726,766 | 16,539,700 | |
Net (repayments) advances of bank indebtedness | (1,004,211) | (495,026) | 1,471,805 | |||
Repayments of bank indebtedness | (1,144,365) | (952,955) | ||||
Proceeds from issuance of shares, net of issuance costs | 12,815,918 | 20,300,920 | 14,526,300 | |||
Proceeds from issuance of convertible debentures, net of costs | 5,424,661 | 5,285,997 | 22,865,049 | |||
Proceeds from issuance of convertible debentures, net of costs | 5,424,660 | |||||
Proceeds from issuance of warrants, net of issuance costs | 5,415,864 | 12,217,171 | 1,727,202 | |||
Proceeds from the exercise of stock options, net of issuance costs | 70,000 | 543,249 | ||||
Proceeds from exercise of warrants, net | 619,796 | 1,495,692 | ||||
Income tax withholding on RSUs | (86,173) | (144,393) | ||||
Net cash provided by financing activities | 14,046,382 | 19,632,972 | 32,926,878 | 31,856,797 | 35,936,694 | |
Net (decrease) increase in cash and cash equivalents | (2,868,949) | 231,092 | 3,533,180 | 605,843 | (783,682) | |
Effect of exchange rate fluctuations on cash held | (6,130) | (16,348) | (56,012) | (24,144) | (12,922) | |
Cash and cash equivalents, beginning of year | 4,588,057 | 1,110,889 | 1,110,889 | 529,190 | 1,325,794 | |
Cash and cash equivalents, end of year | $ 1,712,978 | $ 1,325,633 | $ 4,588,057 | $ 1,110,889 | $ 529,190 | |
[1]See Note 15. |
Nature of Operations
Nature of Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Nature of Operations | NOTE 1 – NATURE OF OPERATIONS mCloud Technologies Corp. (“mCloud” or the “Company”), is a provider of AssetCare TM software-as-a-service The Company is domiciled in Vancouver, Canada with its head office in Calgary, Alberta and its registered offices located at 550-510 The Company’s common shares trade on the TSX.V trading in Canadian dollars under the symbol MCLD, on the Nasdaq Stock Market LLC (“NASDAQ”) in U.S. dollars under the symbol MCLD, and on the OTCQB Venture Market under the symbol MCLDF. | NOTE 1 – NATURE OF OPERATIONS mCloud Technologies Corp. (“mCloud” or the “Company”), is a provider of proprietary technology solutions, AssetCare. Customers use AssetCare software-as-a-service (“SaaS”) and data solutions to ensure assets continuously operate at peak performance. AssetCare is an asset management platform combining IoT, AI and the cloud to drive next-level performance and efficiency. mCloud offers foundational enterprise technology solutions enabling capabilities such as secure communications, connected work, and remote monitoring. The Company is domiciled in Vancouver, Canada with its head office in Calgary, Alberta and its registered offices located at 550-510 Burrard Street, Vancouver, British Columbia, V6C 3A8. The Company met the listing requirements of the Nasdaq Stock Market LLC (“NASDAQ”) and received approval to be listed on November 23, 2021. On November 24, 2021, the Company’s shares began trading on the NASDAQ under the stock symbol MCLD in U.S. dollars (Note 31). The Company’s shares also trade on the TSX.V trading in Canadian dollars under the symbol MCLD and on the OTCQB Venture Market under the symbol MCLDF. |
Basis of Accounting
Basis of Accounting | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Basis of Accounting | NOTE 2 – BASIS OF ACCOUNTING Basis of preparation These condensed consolidated interim financial statements of the Company include the accounts of the Company, the ultimate parent company of its consolidated group, and its subsidiaries, and are prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting The Company’s presentation currency is Canadian dollars, and all amounts are presented in Canadian dollars unless otherwise stated. Certain disclosures include the use of U.S. Dollars (“USD” or “US$”) in describing certain financing transactions. These condensed consolidated interim financial statements have been prepared on a going-concern basis, under the historical cost convention except for certain financial instruments that have been measured at fair value. During the quarter, the Company lost control of a subsidiary (Note 15). There were no other changes in the entities contained in the consolidated results or the equity percentage held by the Company from December 31, 2021. Total revenues recognized in the consolidated statement of loss and comprehensive loss during the year ended December 31, 2021, have been corrected between the four quarters ended March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021. The adjustment to the previously reported amounts for the three months ended September 30, 2021 resulted in an increase in revenue of $98,411, and a corresponding decrease to net loss and net loss attributable to mCloud shareholders, while for the nine months ended September 30, 2021, it resulted in a decrease to revenue of $1,498,723, and a corresponding increase to net loss and net loss attributable to mCloud shareholders. During the three and nine months ended September 30, 2021, basic and diluted net loss per share decreased to a net loss of $1.22 per share from $1.23 per share and increased to a net loss of $3.15 per share from $3.01 per share, respectively. The Company has corrected net income (loss) and other comprehensive income (loss) attributable to mCloud shareholders and non-controlling non-controlling , deficit decreased by $1,777,168 , and non-controlling . At September 30, 2021, on the condensed consolidated statement of changes in equity, accumulated other comprehensive income decreased by $102,247 , and non-controlling . At December 31, 2021, on the condensed consolidated statement of financial position, accumulated other comprehensive income decreased by $344,729 , deficit decreased by $1,344,175 , and non-controlling taking into consideration the cumulative impacts of prior period adjustments. These condensed consolidated interim financial statements were authorized for issue by the Audit Committee, on behalf of the Board of Directors, on November 14, 2022. Going Concern During the nine months ended September 30, 2022, the Company generated a net loss of $31,606,718 and negative cash flows from operating activities of $23,572,473 . At September 30, 2022, the Company had a working capital deficiency of $43,359,783 . Working capital deficiency is a non-IFRS , which was due June 30, 2022 (Note 11); loans and borrowings of $8,468,535 including principal and interest payments, of which $6,307,392 is due November 30, 2022; payment of trade and other payables of $13,006,686 ; and payments associated with leases of approximately $1,663,742 . Based on the Company’s liquidity position at the date of authorization of these condensed consolidated interim financial statements, management estimates that it will need additional financing to meet its financial obligations. The Company is currently working with stakeholders and others to address the working capital deficiency. In the long-term, the ability of the Company to operate as a going concern is dependent on its ability to achieve and maintain profitable operations and positive cash flow from operations, and, as necessary, to obtain the necessary equity or debt financing to continue with operations. To date, the Company has funded its operations through debt and equity financing. While the Company has been successful in raising capital in the past and anticipates the lenders will not accelerate repayment of loans with covenant breaches as of September 30, 2022, and potential breaches forecasted over the coming year, there is no assurance that it will be successful in closing further financings in the future or obtaining waivers of the covenant breaches. As a result, these factors are indicators that material uncertainties exist that raises significant doubt about the Company’s ability to continue as a going concern and, therefore, its ability to realize assets and discharge liabilities in the normal course of business. In making their assessment, management considered all available information, together with forecasts and other mitigating strategies, about the future which is at least, but not limited to, 12 months from the end of the reporting period. Management has considered the following in its assessment that the going concern assumption remains appropriate: • the plan for the repayment of the 2019 Convertible Debentures; • the repayment of the term loan in full on or before November 30, 2022 (Note 9); • the likelihood that undrawn funds under the revolving operating facility will be available and will not be required to be repaid (Note 10); • the required cash principal and interest payments on indebtedness; • the likelihood of payments required under contingent consideration arrangements; and • future debt and equity raises, including activities as described in Note 19, and the Company’s planned financing as set out in Amendment No. 8 to Form F-1 Registration Statement, filed on November 7, 2022. These condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates that the Company will continue in operation and be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. These condensed consolidated interim financial statements do not include any adjustments to the carrying amounts and classifications of assets, liabilities and reported expenses that may otherwise be required if the going concern basis was not appropriate. | NOTE 2 – BASIS OF ACCOUNTING The consolidated financial statements include the accounts of mCloud, the ultimate parent of the consolidated group, and its subsidiaries and are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), effective as of December 31, 2021. These consolidated financial statements of the Company were approved by the Company’s Board of Directors and authorized for issue on August 22, 2022. Basis of preparation These consolidated financial statements were prepared on a going-concern basis, under the historical cost convention except for derivative financial instruments classified as at fair value through profit or loss. The Company’s accounting policies are described in Note 32 and these policies are consistently applied to all the periods presented. The Company’s presentation currency is Canadian dollars, and all amounts are presented in Canadian dollars unless otherwise stated. The consolidated financial statements include the accounts of the Company and those of its subsidiaries which are entities over which the Company has control (Note 32(A)). In addition to the Canadian dollar presentation, certain disclosures include the use of U.S. Dollars (“USD” or “US$”) in describing certain financing transactions. The Company has reclassified certain comparative figures in the consolidated financial statements to conform to the current year presentation. The Company has corrected net income (loss) and other comprehensive income (loss) attributable to mCloud shareholders and non-controlling interest for the years ended December 31, 2019, 2020 and 2021. This resulted in a reclassification between non-controlling interest, accumulated other comprehensive income, and accumulated deficit in the consolidated statements of financial position at December 31, 2019, December 31, 2020, and December 31, 2021. At December 31, 2019, on the consolidated statement of financial position, accumulated other comprehensive income increased by $22,877, deficit decreased by $1,354,452, and non-controlling interest decreased by $1,377,329. At December 31, 2020, on the consolidated statement of financial position, accumulated other comprehensive income decreased by $234,212, deficit decreased by $1,777,168, and non-controlling interest decreased by $1,542,956 taking into consideration the cumulative impacts of prior period adjustments. At December 31, 2021, on the consolidated statement of financial position, accumulated other comprehensive income decreased by $344,729, deficit decreased by $1,344,175, and non-controlling interest decreased by $999,446 taking into consideration the cumulative impacts of prior period adjustments. In addition this resulted in a reclassification between net loss attributable to mCloud shareholders and non-controlling interest, other comprehensive loss attributable to mCloud shareholders and non-controlling interest and impacted basic and diluted loss per share for the years ended December 31, 2019, 2020 and 2021. During the years ended: • December 31, 2019, net loss attributable to mCloud shareholders decreased by $1,354,452, net income attributable to noncontrolling interest decreased by $1,354,452, and loss per share attributable to mCloud shareholders - basic and diluted decreased by $0.33 per share. • December 31, 2020, net loss attributable to mCloud shareholders increased by $422,716, net income attributable to noncontrolling interest decreased by $422,716, and loss per share attributable to mCloud shareholders - basic and diluted increased by $0.06 per share. • December 31, 2021, net loss attributable to mCloud shareholders increased by $432,993, net loss attributable to non-controlling interest decreased by $432,993 and loss per share attributable to mCloud shareholders - basic and diluted increased by $0.03 per share. In addition, the comparative disclosures as at December 31, 2021, 2020 and 2019 in Note 21, Non-controlling interest, reflect the corrected balances for non-current assets, current liabilities and non-current liabilities of the non-controlling interest arising from the above noted attribution of net income (loss) and other comprehensive income (loss) errors as well as certain other disclosure errors. Share consolidation On November 19, 2021, the Company initiated a 3-to-1 consolidation of the Company’s issued and outstanding common shares which took effect at market opening on November 24, 2021. This share consolidation was approved by the Company’s shareholders in connection with the Company’s NASDAQ listing. The Company’s issued and outstanding convertible debentures, stock options, warrants and restricted share units were also subject to this share consolidation. The par value of the common shares was not adjusted as a result of this share consolidation. Accordingly, all share and per share amounts for the periods presented in these consolidated financial statements and notes thereto have been adjusted retrospectively to reflect this share consolidation. Going Concern The outbreak of the COVID-19 pandemic and the measures adopted by governments in countries worldwide to mitigate the pandemic’s spread have impacted the Company. These measures required the Company to restrict deployment of technical services due to the in-person nature of these activities and delay the start of certain projects for a duration of the year. This negatively impacted the Company’s financial performance and liquidity position. During the year ended December 31, 2021, the Company generated a net loss of $44,699,313 and negative cash flows from operating activities of $28,329,771. At December 31, 2021, the Company had a working capital deficiency of $42,108,177. Working capital deficiency is a non-IFRS measure which is calculated as current assets less current liabilities. Current liquidity levels and available sources of capital are not adequate to fund the working capital deficiency. The most significant cash outflows included in current liabilities include the repayment of the 2019 Convertible Debentures of $23,457,500 together with interest payable (Note 14(a)); loans and borrowings of $11,763,697 including principal and interest payments; payment of trade and other payables of $12,421,309 ; and payments associated with leases of approximately $1,000,000. While restrictions started to ease in the three months ended December 31, 2021, there is still uncertainly over how COVID-19 will impact the Company’s business and the timing of future revenues. Based on the Company’s liquidity position at the date of authorization of these consolidated financial statements and considering the uncertainty surrounding the impact of the pandemic, management estimates that it will need additional financing to meet its financial obligations. The Company is currently working with stakeholders and others to address the working capital deficiency. In the long-term, the ability of the Company to operate as a going concern is dependent on its ability to achieve and maintain profitable operations and positive cash flow from operations, and, as necessary, to obtain the necessary equity or debt financing to continue with operations. To date, the Company has funded its operations through debt and equity financing. While the Company has been successful in raising capital in the past and anticipates the lenders will not accelerate repayment of loans with covenant breaches as of December 31, 2021, March 31, 2022, and June 30, 2022 and potential breaches forecasted over the coming year, there is no assurance that it will be successful in closing further financings in the future or obtaining waivers of the covenant breaches. As a result, these factors are indicators that material uncertainties exist that raises significant doubt about the Company’s ability to continue as a going concern and, therefore, its ability to realize assets and discharge liabilities in the normal course of business. In making their assessment, management considered all available information, together with forecasts and other mitigating strategies, about the future which is at least, but not limited to, 12 months from the end of the reporting period. Management has considered the following in its assessment that the going concern assumption remains appropriate: • the plan for the repayment of the 2019 Convertible Debentures; • the repayment of the term loan in full on or before October 31, 2022 (Note 31); • the likelihood that undrawn funds under the revolving operating facility will be available and will not be required to be repaid (Note 13); • the required cash principal and interest payments on indebtedness; • the likelihood of payments required under contingent consideration arrangements; • cash inflows from current operations and expected increases in revenues and cash flows resulting from new revenue contracts expected over the next 12 months due to the anticipated reduction of COVID-19 related restrictions; and future debt and equity raises. These consolidated financial statements have been prepared on a going concern basis, which contemplates that the Company will continue in operation and be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. These consolidated financial statements do not include any adjustments to the carrying amounts and classifications of assets, liabilities and reported expenses that may otherwise be required if the going concern basis was not appropriate. |
Critical Accounting Estimates A
Critical Accounting Estimates And Judgements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Critical Accounting Estimates And Judgements | NOTE 3 – CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS In the preparation of the condensed consolidated interim financial statements and the application of the Company’s accounting policies, management is required to make judgments, estimates and assumptions that affect the carrying amounts of assets and liabilities and disclosure of contingent liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during each reporting period. The estimates and associated assumptions are limited by the relevance of historical data and uncertainty of future events. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized in the period in which the estimates are revised and in any future period. The Company applied critical judgements and estimates, including significant areas of estimation uncertainty in applying policies, in preparing these condensed consolidated interim financial statements. Discontinued Operations Judgement is required when determining if the loss of control of a subsidiary of the Company represents a discontinued operation as defined under IFRS 5. This requires the assessment of, amongst other factors, whether the subsidiary represents a separate major line of business or geographic area. Management determined that Agnity Global Inc. (“Agnity”) is not a separate line of business and considering the Company’s other business activities in the United States, does not constitute a geographic area of operations. The loss of control of Agnity is therefore not considered a discontinued operation in these condensed consolidated interim financial statements (Note 15). Impairment of non-financial Management made assumptions to determine the recoverable amount of certain right-of-use assets, including the timing and amount of cash flows recoverable through sublease, sublease periods and discount rates used, as described in Note 6. | NOTE 3 – CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS In the preparation of the consolidated financial statements and the application of the Company’s accounting policies, management is required to make judgements, estimates and assumptions that affect the carrying amounts of assets and liabilities and disclosure of contingent liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during each reporting period. The estimates and associated assumptions are limited by the relevance of historical data and uncertainty of future events. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized in the period in which the estimates are revised and in any future period. Beginning in March 2020, the COVID-19 pandemic has had a substantial impact on economies around the world. As a result of the uncertainty associated with the unprecedented nature of the pandemic, certain of the Company’s significant assumptions may be impacted. Uncertain environments make estimating several items in the consolidated financial statements more challenging and are likely to result in more frequent changes in management’s expectations about the future. The long-term impact on the Company’s financial results and cash flows is unknown at this time. The Company has received government assistance in Canada, the United States and Australia to help temper the financial impact of COVID-19 (Note 24). (a) Critical judgements in applying accounting policies Judgement is used in situations when there is a choice and/or assessment required by management. Information about judgements made in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements, are as follows: Determination of control of subsidiaries Judgement is required to determine when the Company has control of subsidiaries. This requires an assessment of the relevant activities of the investee, being those activities that significantly affect the investee’s returns. Despite owning no shares, or having any voting rights, the Company determined that it exercises control over Agnity Global, Inc. (“Agnity”) as the Company has the right to nominate a majority of the members of Agnity’s Operations Committee and therefore the right and ability to direct the relevant activities of Agnity and to significantly affect its returns through the use of its rights. The Company has the right to receive royalty payments from Agnity on a monthly basis in perpetuity and the Company has credit risk with respect to the collectability of these royalty payments. Assessment of indicators of impairment of goodwill, long-lived assets and intangible assets Management reviews goodwill, depreciable long-lived assets and intangible assets for impairment triggers to determine if any events or changes in circumstances exist that would indicate that the carrying amount of an asset may not be recoverable over time. If impairment indicators exist, impairment assessments are conducted as the asset level or level of cash generating units (“CGUs”) as appropriate. Leases In measuring the Company’s leases judgement is required to determine the lease term of the contract including whether the Company is reasonably certain to exercise extension options where it is the lessee. A longer lease term results in a larger lease liability and right-of-use asset to be recognized by the Company and future changes in this lease term will result in modifications. In addition, estimates and assumptions are required to determine the incremental borrowing rate used to measure lease liabilities at inception of a lease. Contingent consideration Management uses judgement to assess the existence of contingencies. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. At initial recognition at the date of a business combination and at the end of each reporting period, management also uses judgement to assess the likelihood of the occurrence of one or more future events which impacts the fair value of the contingent consideration. Determination of CGUs For the purposes of assessing impairment of goodwill and non-financial assets, the Company must identify CGUs. Assets and liabilities are grouped into CGUs at the lowest level of separately identified cash flows. Determination of what constitutes a CGU is subject to management judgment. The composition of a CGU can directly impact the recoverability of non-financial assets included within the CGU. Management has determined that the Company has two CGUs: Agnity and the rest of mCloud. Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities and results of operations where a different estimate or assumption is used, are as follows: Value of components for convertible debt and equity offerings Management makes judgements related to the measurement of the fair value of the convertible debentures and equity offerings issued in the period, including the determination of the allocation of the proceeds between the components of the instrument. At inception of an instrument, the Company determines the value of each piece of the instrument and judgement is required in determining the inputs used in the fair value calculations and in determining the probability of certain outcomes. Determination of stand-alone selling price The total transaction price of certain revenue contacts is allocated to each performance obligation on a relative stand-alone selling price (“SSP”) basis, representing the selling price as if it was sold separately. This is a formal process involving judgement which could impact the timing of recognized revenue. In most cases, the SSP is based on observable data. If the SSP is not directly observable, the amount is estimated using either the expected cost plus a margin or residual approach. The SSP for perpetual software licenses is highly variable and therefore the Company applies the residual approach (Note 32(C)). Expected credit loss allowance and provision The Company recognizes an amount equal to the lifetime expected credit loss (“ECL”) on trade and long-term receivables, other receivables, unbilled revenue and amounts due from related parties for which there has been a significant increase in credit risk since initial recognition. Loss allowances are measured based on historical experience and forecasted economic conditions. The amount of ECL is sensitive to changes in circumstances of forecast economic conditions. Impairment of goodwill and other non-financial assets Goodwill is reviewed annually on December 31 or more frequently if changes in circumstances indicate that the carrying value may be impaired. The Company completed its annual impairment testing at December 31, 2021 and determined there was no impairment. Determining whether an impairment has occurred requires the valuation of the recoverable amount of the CGUs as described in Note 10(b). Share-based payment arrangements The Company uses the Black-Scholes option-pricing model (“Black-Scholes model”) to determine the fair value of stock options and other equity instruments where the goods and services cannot be valued. In estimating the fair value, management is required to make certain assumptions and estimates such as the expected life of options, volatility of the Company’s future share price, risk-free rate, future dividend yields and estimated forfeitures at the initial measurement date. Changes in assumptions used to estimate fair value could result in different outcomes. Business combinations - purchase price allocation The consideration transferred and acquired assets and assumed liabilities are recognized at fair value on the date the Company effectively obtains control. The measurement of each business combination is based on the information available on the acquisition date. The estimate of fair value of the consideration transferred and acquired intangible assets (including goodwill), property and equipment, other assets and the liabilities assumed are based on estimates and assumptions. The measurement is largely based on projected cash flows, discount rates and market conditions at the date of acquisition. Taxation Calculations for current and deferred taxes require management’s interpretation of tax regulations and legislation in the various tax jurisdictions in which the Company operates, which are subject to change. The measurement of deferred tax assets and liabilities requires estimates of the timing of the reversal of temporary differences identified and management’s assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income before they expire, which involves estimating future taxable income. The Company is subject to assessments by various taxation authorities in the tax jurisdictions in which it operates, and these taxation authorities may interpret the tax legislation and regulations differently. In addition, the calculation of income taxes involves many complex factors. As such, income taxes are subject to measurement uncertainty and actual amounts of taxes may vary from the estimates made by management. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
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Segment Reporting | NOTE 4 – SEGMENT REPORTING The Company operates in one operating segment. For the purpose of segment reporting, the Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker. The determination of the Company’s operating segment is based on its organization structure and how the information is reported to the CEO on a regular basis. The Company’s revenue by location of the ultimate customer or consumer of product solution are as follows: Year ended December 31, 2021 2020 2019 Canada $ 10,733,922 $ 13,832,691 $ 10,889,542 United States 6,564,271 5,691,202 7,450,707 Japan 5,849,967 6,446,939 – Australia 993,933 152,301 – Other 1,454,879 805,306 – Total revenue $ 25,596,972 $ 26,928,439 $ 18,340,249 The table below presents significant customers who accounted for greater than 10% of total revenues. For the years ended December 31, 2021 2020 2019 Customer A Less than 10% 14 % n/a Customer B Less than 10% 13 % 11 % Customer C 11 % Less than 10% 20 % Customer D 11 % Less than 10% n/a The Company’s non-current assets by country are as follows: December 31, 2021 December 31, 2020 Canada $ 30,812,581 $ 37,966,772 Australia 10,372,410 11,731,960 United States 9,014,016 12,424,844 Total non-current assets $ 50,199,007 $ 62,123,576 |
Revenue
Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Revenue | NOTE 4 - REVENUE All of the Company’s revenue is derived from contracts with customers. In the following tables, revenue is disaggregated by major service line and timing of revenue recognition. Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 AssetCare Initialization 1,5 $ 54,743 $ 259,013 $ 498,213 $ 1,077,577 AssetCare Solutions 2,5 2,688,087 7,060,883 11,372,289 19,575,341 Engineering Services 3,5 163,270 114,423 305,903 773,430 Contract modification revenue reversal 4,5 — — (2,571,676 ) — $ 2,906,100 $ 7,434,319 $ 9,604,729 $ 21,426,348 1 Revenues from initial implementation and activation of AssetCare projects, including the sale of hardware. 2 Revenues include sales of subscriptions to AssetCare, other subscriptions, post contract support and maintenance, perpetual software licenses, and installation and engineering services. 3 Revenues includes consulting, implementation and integration services entered into on a time and materials basis or fixed fee basis without the use of AssetCare. 4 During the nine months ended September 30, 2022, the Company cancelled a multi-year customer contract for which services had been performed in prior periods, resulting in a contract modification. As a result, revenue from AssetCare Initialization of $2,037,014 and AssetCare Solutions of $534,662 which were recorded in prior periods was reversed during the nine months ended September 30, 2022. 5 Revenues from Agnity: For the three months ended September 30, 2022, revenue from Agnity consisted of $4,789 for AssetCare Initialization, $403,477 for AssetCare Solutions, and $nil for Engineering Services. For the nine months ended September 30, 2022, revenue from Agnity consisted of $13,360 for AssetCare Initialization, $4,408,905 for AssetCare Solutions, and $2,571,676 for Contract modification revenue reversal. Three months ended September 30, Nine months ended September 30, Revenue recognized 2022 2021 2022 2021 Over time 1,2 $ 2,906,100 $ 7,175,306 $ 10,551,763 $ 18,877,157 At a point in time upon completion 1,2 — 259,013 (947,034 ) 2,549,191 $ 2,906,100 $ 7,434,319 $ 9,604,729 $ 21,426,348 1 See table above and related footnote 4. The nine months ended September 30, 2022 reflects the reversal of $534,662 of revenue recognized over time and $2,037,014 of revenue recognized at point in time upon completion. 2 Revenues from Agnity: For the three months ended September 30, 2022, revenue from Agnity consisted of $403,477 for Over time and $4,789 for At a point in time upon completion. For the nine months ended September 30, 2022, revenue from Agnity consisted of $2,879,772 for Over time and $1,029,183 in net revenue reversal for At a point in time upon completion. See Note 15 for the impact of deconsolidation of a subsidiary on revenue. The Company’s revenue by location of the ultimate customer or consumer of product solution are as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Canada 1 $ 1,793,547 $ 3,908,593 $ 3,064,814 $ 11,760,782 Americas 435,958 1,813,304 3,603,887 4,484,977 Asia Pacific 410,432 1,562,398 2,116,289 4,860,571 Other 266,163 150,024 819,739 320,018 Total revenue $ 2,906,100 $ 7,434,319 $ 9,604,729 $ 21,426,348 1 Includes impact of previously recognized revenue for contract modification as explained in tables above. Significant changes in unbilled revenue and deferred revenue balances are as follows: Unbilled revenue Deferred revenue Balance at December 31, 2021 $ 756,042 2,811,408 Additions 4,246,675 6,487,315 Less: transferred to trade and other receivables (3,994,071 ) — Less: recognized in revenue — (4,900,537 ) Deconsolidation of subsidiary — (2,474,114 ) Effect of movements in exchange rates (90,657 ) 65,758 Balance at September 30, 2022 $ 917,989 $ 1,989,830 | NOTE 5 - REVENUE The Company’s operations and main revenue streams are those described in Note 32(C). All of the Company’s revenue is derived from contracts with customers. In the following tables, revenue is disaggregated by major service line and timing of revenue recognition. Year ended December 31, 2021 2020 2019 AssetCare Initialization 1 $ 1,250,181 $ 7,689,232 $ 5,964,663 AssetCare Solutions 2 23,461,748 12,809,054 2,939,582 Engineering Services 3 885,043 6,430,153 9,436,004 $ 25,596,972 $ 26,928,439 $ 18,340,249 1 Revenues from initial implementation and activation of AssetCare projects, including the sale of hardware. 2 Revenues include sales of subscriptions to AssetCare, other subscriptions, post contract support and maintenance, perpetual software licenses, and installation and engineering services. 3 Revenues includes consulting, implementation and integration services entered into on a time and materials basis or fixed fee basis without the use of AssetCare. Year ended December 31, Timing of revenue recognition 2021 2020 2019 Over time $ 24,422,749 $ 18,551,736 $ 12,375,586 At a point in time upon completion 1,174,223 8,376,703 5,964,663 $ 25,596,972 $ 26,928,439 $ 18,340,249 Significant changes in unbilled revenue and deferred revenue balances are as follows: Unbilled revenue Deferred revenue Balance at January 1, 2019 $ — $ 133,678 Acquired in business combination (Note 17(c)) 2,347,207 133,556 Acquired in business combination (Note 17(b)) — 457,259 Additions 9,595,535 5,309,436 Less: transferred to trade and other receivables (11,278,312 ) — Less: recognized in revenue — (4,878,419 ) Less: Loss allowance (5,499 ) — Effect of movement in exchange rates — (17,229 ) Balance at December 31, 2019 $ 658,931 $ 1,138,281 Acquired in business combination 117,686 – Additions 11,478,436 6,316,586 Less: transferred to trade and other receivables (11,557,665 ) – Less: write-offs (146,489 ) – Less: recognized in revenue – (5,612,896 ) Less: applied to outstanding trade receivables – (30,586 ) Effect of movement in exchange rates 3,841 (40,265 ) Balance at December 31, 2020 $ 554,740 $ 1,771,120 Additions 7,470,881 10,616,893 Less: transferred to trade and other receivables (7,269,579 ) – Less: recognized in revenue – (9,585,211 ) Effect of movement in exchange rates – 8,606 Balance at December 31, 2021 1 $ 756,042 $ 2,811,408 1 Unbilled revenue is included in trade and other receivables (Note 6) and relates to the Company’s right to consideration for work completed but not billed at the reporting date. Unbilled revenue is transferred to trade and other receivables when services are billed to customers. |
Trade and Other Receivables and
Trade and Other Receivables and Long-Term Receivables | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Trade and Other Receivables and Long-Term Receivables | NOTE 5 - TRADE AND OTHER RECEIVABLES AND LONG-TERM RECEIVABLES September 30, 2022 December 31, 2021 Trade receivables from contracts with customers $ 2,239,790 $ 14,204,320 Unbilled revenue (Note 4) 917,989 756,042 Indirect taxes receivable 175,603 148,200 Income taxes receivable 60,530 2,217 Other receivables 598,213 919,954 Contract asset 25,118 86,777 Loss allowance (1,139,880 ) (1,550,535 ) Total trade and other receivables - current 1 $ 2,877,363 $ 14,566,975 1 See Note 15 for the impact of the deconsolidation of a subsidiary. Long-term receivables Long-term receivables represent receivables associated with revenue contracts whereby certain customers make fixed monthly installment payments over a period of time, ranging from one to three years, for performance obligations delivered upfront. For contracts where all performance obligations were completed except for monthly post contract and support maintenance, amounts due are included in trade receivables from contracts with customers. September 30, 2022 December 31, 2021 Current portion of long-term receivables 1 $ 201,331 $ 397,060 Non-current 2 6,171 343,371 Total long-term receivables $ 207,502 $ 740,431 1 Net of expected credit loss allowance of $97,407 at September 30, 2022 (December 31, 2021 - $95,064). 2 Net of expected credit loss allowance of $61,619 at September 30, 2022 (December 31, 2021 - $61,619). | NOTE 6 - TRADE AND OTHER RECEIVABLES AND LONG-TERM RECEIVABLES December 31, 2021 December 31, 2020 Trade receivables from contracts with customers $ 14,204,320 $ 10,182,229 Unbilled revenue (Note 5) 756,042 554,740 Indirect taxes receivable 148,200 341,583 Income taxes receivable 2,217 594,036 Other receivables 919,954 961,714 Contract asset 1 86,777 153,178 Loss allowance (Note 26(b)) (1,550,535 ) (474,666 ) Total trade and other receivables - current $ 14,566,975 $ 12,312,814 1 At December 31, 2021, the total contract assets were $90,200 with the non-current portion of $3,423 included in other assets (December 31, 2020 - $314,894 total and $161,716 non-current). No new contract assets were recognized and amortization to cost of sales over the life of the contract assets continues to occur until June 30, 2023. Long-term receivables Long-term receivables represent receivables associated with revenue contracts whereby certain customers make fixed monthly installment payments over a period of time, ranging from one to three years, for performance obligations delivered upfront. For contracts where all performance obligations were completed except for monthly post contract and support maintenance, amounts due are included in trade receivables from contracts with customers. December 31, 2021 December 31, 2020 Current portion of long-term receivables 1 $ 397,060 $ 445,213 Non-current portion of long-term receivables 2 343,371 2,091,059 Total long-term receivables $ 740,431 $ 2,536,272 1 Net of expected credit loss allowance of $95,064 at December 31, 2021 and $131,364 at December 31, 2020 (Note 26(b)). 2 Net of expected credit loss allowance of $61,619 at December 31, 2021 and nil at December 31, 2020 (Note 26(b)). |
Prepaid Expenses And Other Asse
Prepaid Expenses And Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
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Prepaid Expenses And Other Assets | NOTE 7 - PREPAID EXPENSES AND OTHER ASSETS December 31, 2021 December 31, 2020 Prepaid insurance $ 348,063 $ 122,893 Advances 121,806 38,593 Deposits 862,338 189,734 Prepaid licenses 938,887 1,075,797 Prepaid services 505,448 292,552 Other prepaid costs 197,962 325,481 Other assets 3,423 293,116 Prepaid expenses and other assets $ 2,977,927 $ 2,338,166 Current portion $ 2,355,350 $ 1,326,319 Non-current portion 622,577 1,011,847 $ 2,977,927 $ 2,338,166 |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Leases | NOTE 6 - LEASES In October 2021, the Company executed a 12-year right-of-use and a related lease liability of $6,221,749 . In September 2022, the Company undertook a review of its office space requirements and determined that it no longer had a business need for certain leased office space in Calgary and Edmonton, Alberta. As part of the review, the Company determined that an indicator of impairment existed with respect to the associated right-of-use ies respectively, which resulted in an impairment charge of $2,127,742 being recognized in as an impairment of right-of-use assets for the period ended September 30, 2 sub-lease , and is classified as a Level 3 fair value measurement. The present value of these cash flows was determined using a discount rate of 8 %. The carrying value of all right-of-use ). Total lease liabilities were $7,483,564 at September 30, 2022 (December 31, 2021 - $1,045,472 ). The change in undiscounted contractual cash flows associated with new premise leases are described in Note 16(c). | NOTE 8 - LEASES The Company leases buildings for its office space, vehicles and other office equipment. The length of a lease depends on the location of the office, with leases generally ranging from three to five years with an option to renew the lease after that date. The majority of office leases require the payment of variable rent for operating costs and taxes which are not based on an index or rate and are recognized as rent expense. Lease payments for short-term leases and low-value assets are recognized as rent expense on a straight-line basis over the lease term. The maturity analysis of the undiscounted cash flows for lease liabilities is included in Note 26(a). a) Right-of-use assets The following table presents the change in carrying amount of the Company’s right-of-use assets: Office Equipment and Total Balance at January 1, 2019 $ 285,086 $ – $ 285,086 Acquired right-of-use assets (Note 17) 4,207,837 95,378 4,303,215 Additions to right-of-use assets – 183,617 183,617 Depreciation charge for the year (433,617 ) (48,360 ) (481,977 ) Impairment charge for the year (78,764 ) – (78,764 ) Effect of movement in exchange rates (4,369 ) – (4,369 ) Balance at January 1, 2020 $ 3,976,173 $ 230,635 $ 4,206,808 Acquired right-of-use assets (Note 17) 509,290 – 509,290 Additions to right-of-use assets 84,413 6,158 90,571 Depreciation charge for the year (780,767 ) (145,661 ) (926,429 ) Impact of lease modification (221,590 ) – (221,590 ) Effect of movement in exchange rates 2,648 (582 ) 2,067 Balance at December 31, 2020 $ 3,570,167 $ 90,550 $ 3,660,717 Depreciation charge for the year (748,058 ) (80,198 ) (828,256 ) Impact of lease modification (1,924,504 ) – (1,924,504 ) Effect of movement in exchange rates 8,122 (51 ) 8,071 Balance at December 31, 2021 $ 905,727 $ 10,301 $ 916,028 b) Amounts recognized in consolidated statements of loss and comprehensive loss Year ended December 31, 2021 2020 2019 Accretion of lease liabilities included in finance costs $ 137,272 $ 350,792 $ 168,571 Depreciation of right-of-use assets 1 828,256 926,429 481,977 Expense related to variable lease payments 2 825,212 824,062 – Expense related to short-term leases 2 4,550 – – $ 1,795,290 $ 2,101,283 $ 650,548 1 Included in depreciation and amortization expense. 2 Included in rent expense within general and administrative expense. c) Amounts recognized in consolidated statements of cash flows Year ended December 31, 2021 2020 2019 Total cash outflows included in operating activities $ 137,272 $ 350,792 $ 168,571 Total cash outflows included in financing activities $ 1,095,327 $ 814,072 $ 422,783 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
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Goodwill | NOTE 7 - GOODWILL Goodwill is tested for impairment on an annual basis, and more frequently when there are indicators the carrying amount may be impaired. At September 30, 2022, the Company had one cash-generating unit (“CGU”), mCloud Technologies Corp. (December 31, 2021 - two CGUs). The carrying amount of goodwill is as follows: September 30, 2022 December 31, 2021 Opening balance $ 27,081,795 $ 27,086,727 Effect of movements in exchange rates 192,873 (4,932 ) Total goodwill $ 27,274,668 $ 27,081,795 As discussed in Note 2, the Company has incurred a net loss and negative cash flow from operations during the nine months ended September 30, 2022. Furthermore, it is in default on the 2019 Convertible Debentures, which matured on June 30, 2022. The Company concluded that indicators of impairment exist at September 30, 2022 and completed an impairment test to determine if the mCloud CGU’s recoverable amount exceeded its carrying value. The recoverable amount of the mCloud CGU was determined using FVLCD with reference to the market capitalization of the Company, is classified as a Level 3 fair value measurement. The impairment test of the mCloud CGU at September 30, 2022 concluded that the recoverable amount exceeded the carrying amount of the CGU, including goodwill, and as such no goodwill impairment existed. At September 30, 2022, the enterprise value implied by market capitalization of the Company was $115,700,000 compared to a net asset carrying value of $29,750,000. Assuming all other variables remain constant, a decrease of $1.00 in the Company’s share price would not result in an impairment to the CGU. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
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Property and Equipment | NOTE 9 - PROPERTY AND EQUIPMENT Office Leasehold Computer Total Cost: At January 1, 2019 $ 10,117 $ 239,555 $ 52,966 $ 302,638 Additions 30,529 74,641 32,952 138,122 Acquisitions 253,057 64,366 232,175 549,598 Impairment – – (14,460 ) (14,460 ) Effect of movement in exchange rates (1,339 ) (1,973 ) (6,990 ) (10,302 ) At December 31, 2019 $ 292,364 $ 376,589 $ 296,643 $ 965,596 Additions 30,543 – 97,145 127,688 Effect of movement in exchange rates (917 ) (1,351 ) (6,964 ) (9,232 ) Balance at December 31, 2020 $ 321,990 $ 375,238 $ 386,824 $ 1,084,052 Additions – – 626,841 626,841 Disposals (29,459 ) (43,409 ) (124,544 ) (197,412 ) Effect of movement in exchange rates (504 ) (744 ) (4,588 ) (5,836 ) Balance at December 31, 2021 $ 292,027 $ 331,085 $ 884,533 $ 1,507,645 Accumulated depreciation: At January 1, 2019 $ 410 $ 13,433 $ 13,318 $ 27,161 Depreciation 44,729 71,143 123,272 239,144 Effect of movement in exchange rates (1,321 ) (1,577 ) (8,363 ) (11,261 ) At December 31, 2019 $ 43,818 $ 82,999 $ 128,227 $ 255,044 Depreciation 78,289 77,906 175,027 331,222 Effect of movement in exchange rates (923 ) (1,436 ) (6,242 ) (8,601 ) Balance at December 31, 2020 $ 121,184 $ 159,469 $ 297,012 $ 577,665 Depreciation 75,117 73,864 336,765 485,746 Disposals (29,458 ) (43,409 ) (123,240 ) (196,107 ) Other movements 6,746 – (6,746 ) – Effect of movement in exchange rates (505 ) (744 ) (7,813 ) (9,062 ) Balance at December 31, 2021 $ 173,084 $ 189,180 $ 495,978 $ 858,242 Carrying amounts: Balance at December 31, 2020 $ 200,806 $ 215,769 $ 89,812 $ 506,387 Balance at December 31, 2021 $ 118,943 $ 141,905 $ 388,555 $ 649,403 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
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Intangible Assets and Goodwill | NOTE 10 - INTANGIBLE ASSETS AND GOODWILL a) Intangible assets Patents and Customer Technology Total Cost: At January 1, 2019 $ 192,032 $ 2,118,739 $ 1,590,958 $ 3,901,729 Additions – – – – Acquisitions – 14,168,830 10,212,390 24,381,220 Effect of movements in exchange rates (9,374 ) (46,579 ) (47,366 ) (103,319 ) Balance at December 31, 2019 $ 182,658 $ 16,240,990 $ 11,755,982 $ 28,179,630 Additions – – 2,333,666 2,333,666 Acquisitions – 3,434,334 3,846,189 7,280,523 Effect of movements in exchange rates (2,957 ) (38,494 ) (32,016 ) (73,467 ) Balance at December 31, 2020 $ 179,701 $ 19,636,830 $ 17,903,821 $ 37,720,352 Additions – – 440,965 440,965 Effect of movement in exchange rates (343 ) (3,217 ) 1,556 (2,004 ) Balance at December 31, 2021 $ 179,358 $ 19,633,613 $ 18,346,342 $ 38,159,313 Accumulated amortization and impairments: At January 1, 2019 $ 51,238 $ 333,430 $ 349,188 $ 733,856 Amortization 1 36,564 1,668,090 1,618,368 3,323,022 Impairment – – 507,433 507,433 Effect of movements in exchange rates (3,219 ) (23,895 ) (28,656 ) (55,770 ) Balance at December 31, 2019 $ 84,583 $ 1,977,625 $ 2,446,333 $ 4,508,541 Amortization 1 35,243 2,696,767 2,753,602 5,485,612 Effect of movements in exchange rates (3,078 ) (19,774 ) (17,788 ) (40,640 ) Balance at December 31, 2020 $ 116,748 $ 4,654,618 $ 5,182,147 $ 9,953,513 Amortization 1 32,073 3,099,234 4,479,503 7,610,810 Effect of movement in exchange rates 85 3,820 5,252 9,157 Balance at December 31, 2021 $ 148,906 $ 7,757,672 $ 9,666,902 $ 17,573,480 Carrying amounts: Balance at December 31, 2020 $ 62,953 $ 14,982,212 $ 12,721,674 $ 27,766,839 Balance at December 31, 2021 $ 30,452 $ 11,875,941 $ 8,679,440 $ 20,585,833 1 Amortization charges are included in depreciation and amortization in the consolidated statements of loss and comprehensive loss. b) Goodwill Goodwill is tested for impairment on an annual basis at December 31, and when there are indicators the carrying amount may be impaired. In reviewing indicators of impairment, the Company considers the relationship between its market capitalization and its book value, among other qualitative and quantitative factors. At December 31, 2021, the Company had two CGUs, mCloud Technologies Corp. and Agnity (December 31, 2020 - two CGUs). Goodwill is all allocated to mCloud Technologies Corp. as this CGU benefits from prior business combinations. Furthermore, the Company has no ownership of the Agnity CGU but instead 100% non-controlling interest and this CGU does not include goodwill. The carrying amount of goodwill is as follows: December 31, 2021 December 31, 2020 Opening balance $ 27,086,727 $ 18,758,975 Acquisitions, business combinations (Note 18) – 8,405,341 Effect of movements in exchange rates (4,932) (77,589) Total goodwill $ 27,081,795 $ 27,086,727 The recoverable amount of the mCloud CGU was determined using fair value less costs of disposal (“FVLCD”) with reference to the market capitalization of the Company. The impairment test of goodwill at December 31, 2021, concluded that the recoverable amount exceeded the carrying amount of the CGU, including goodwill, and as such no goodwill impairment existed. At December 31, 2021, the enterprise value implied by market capitalization of the Company was $146,500,000 compared to a net asset carrying value of $36,160,000. |
Trade Payables And Accrued Liab
Trade Payables And Accrued Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Trade Payables And Accrued Liabilities | NOTE 8 - TRADE PAYABLES AND ACCRUED LIABILITIES September 30, 2022 December 31, 2021 Trade payables $ 5,559,061 $ 5,591,316 Accrued liabilities 1 5,141,981 5,398,389 Interest payable 832,829 233,854 Mastercard facility 379,260 296,669 Due to related parties 34,388 265,074 Income taxes payable 440,451 266,753 Indirect taxes payable 359,560 150,577 Other 259,156 218,677 Total trade payables and accrued liabilities 2 $ 13,006,686 $ 12,421,309 1 During the three and nine months ended September 30, 2022 the Company recorded a severance accrual of $1,008,848 to Salaries, wages and benefits as a result of its decision to exit the Technical Project Services (“TPS”) business. TPS denoted the Company’s professional services business offering industrial automation, detailed engineering, and commissioning services to process industry customers in Western Canada. 2 See Note 15 for the impact of the deconsolidation of a subsidiary. | NOTE 11 - TRADE PAYABLES AND ACCRUED LIABILITIES December 31, 2021 December 31, 2020 Trade payables $ 5,591,316 $ 5,903,789 Accrued liabilities 5,398,389 4,795,742 Interest payable 233,854 425,054 Mastercard facility (Note 13) 296,669 600,590 Due to related parties (Note 28) 265,074 846,228 Income taxes payable 266,753 21,752 Indirect taxes payable 150,577 242,703 Other 218,677 88,398 Total trade payables and accrued liabilities $ 12,421,309 $ 12,924,256 |
Loans And Borrowings
Loans And Borrowings | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Loans And Borrowings | NOTE 9 - LOANS AND BORROWINGS The carrying value of loans and borrowings by entities controlled by the Company are as follows. Note 18(b) includes the reconciliation of cash flows associated with borrowing activities. September 30, 2022 December 31, 2021 Term loan (a) $ 6,307,392 $ 9,275,683 Promissory notes (b) 20,516,576 — Nations Interbanc facility 1, 3 — 2,639,143 Debenture payable to Industry Canada — 26,412 Loan payable to related party 2 — 335,860 Oracle financing 3 — 826,418 Other loans and financing 58,374 112,085 Total $ 26,882,342 $ 13,215,601 Current 6,325,780 12,447,939 Non-current $ 20,556,562 $ 767,662 Total $ 26,882,342 $ 13,215,601 1 Nations advanced $6,095,160 under the factor and security agreement and was repaid $6,941,465 in the current period (nine months ended September 30, 2021 - $6,546,561 advances and $6,371,429 repayments). 2 Loan which originally matured in January 2023 was repaid in full in August 2022. 3 Derecognized as a result of the deconsolidation of a subsidiary (Note 15). Loan repayment terms vary depending on the nature of the debt. Total interest expense associated with loans and borrowings recognized in net loss was $786,061 and $1,917,618 for the three and nine months ended September 30, 2022 (three and nine months ended September 30, 2021 - $247,525 and $781,033) (Note 17(a)). All of the Company’s loans have fixed interest rates, with the exception of its credit facility (Note 10). a) Term Loan In May 2022, the Company and Fiera Private Debt Fund VI LP (“Fiera”) executed an Accommodation Agreement (the “Accommodation Agreement”) and the Company paid a total of $2,044,086 representing a portion of the outstanding principal amount under the term loan and a prepayment penalty and accommodation fee. The parties agreed that the remainder of the principal and interest due under the term loan would be paid on or before October 31, 2022 (the “Repayment Date”) and not the original maturity date of August 7, 2026 . The term loan was amended to increase the interest rate charged from 6.85 % to 9.5 % per annum. The Company would have been required to repay the loan before the Repayment Date if the Company was in default or breach of the Accommodation Agreement. As part of the Accommodation Agreement, Fiera signed an agreement, whereby Fiera’s security against certain assets of the Company is subordinate to the security granted to Carbon Royalty Corp. (Note 9(b)). Blended payments of principal and interest of $3,573,294, inclusive of the lump sum principal repayment, were paid for the nine months ended September 30, 2022 (nine months ended September 30, 2021 - $1,757,277). A modification loss associated with the change in terms of $161,698 is included in F term loan. The term loan was classified as current at December 31, 2021 as the Company did not meet certain minimum covenants set forth in the November 2021 amendment to the term loan, and therefore the term loan was due on demand. There are no financial covenants under the Accommodation Agreement and the Company is no longer required to maintain the previous financial covenants. b) Financing of Electric Vehicle Development Projects In conjunction with the Company’s agreements to provide AssetCare solutions to optimize Electric Vehicle (“EV”) charging efficiency at auto dealerships in certain U.S. States (the “EV Dealership Projects”), on March 28, 2022, a subsidiary of the Company executed a promissory note in the aggregate principal amount of US$15,000,000 (the “Note”) with Carbon Royalty Corp. (“Carbon”). EV Dealership Projects are the design, installation and operation of integrated power systems consisting of solar, batteries and EV charging power stations for auto dealerships. The initial principal amount under the Note of US$5,000,000 was funded on April 1, 2022 and an additional US$10,000,000 was funded on May 5, 2022 (the “Loans”). The Loans mature on March 31, 2025, with 10% per annum interest payable monthly in arrears in USD. In addition to the interest payments, certain income-based payments, including tax incentives, are required to be made from the borrower to the lender based on income resulting from the EV dealership projects over their 20-year On May 5, 2022, the Company, Carbon and Fiera executed a Subordination and Postponement Agreement (the “Subordination Agreement”), whereby the parties agreed that the security previously held by Fiera would be subordinate to the security granted to Carbon commencing on the date of the agreement. The security granted to Carbon includes, to the extent related to the EV Dealership Projects, all accounts, equipment and machinery, contracts and contract rights, including contracts with auto dealerships, inventory, cash and proceeds, rent and profits. | NOTE 12 - LOANS AND BORROWINGS The carrying value of loans and borrowings by entities controlled by the Company are as follows: December 31, 2021 December 31, 2020 Term loan $ 9,275,683 $ 10,928,055 Nations Interbanc facility 2,639,143 1,137,360 Debenture payable to Industry Canada 26,412 76,227 Loan payable to related party 1 335,860 318,428 Oracle financing 2 826,418 427,250 Other loans and financing 112,085 264,980 Total 3 $ 13,215,601 $ 13,152,300 Current 12,447,939 3,431,251 Non-current 767,662 9,721,049 $ 13,215,601 $ 13,152,300 1 Loan assumed as part of CSA Acquisition (Note 17(d)) which bears interest at 6% and matures in January 2023. Interest is payable annually and accrued interest is included in trade payables and accrued liabilities. 2 Financing arrangements provided by Oracle Credit Corporation (“Oracle”) bearing interest between 6.2% and 6.6%. Interest is due in quarterly installments with loans maturing in May 2023 and February 2024. During the year ended December 31, 2021, proceeds from additional funding received was $577,378 (December 31, 2020 - $495,944) 3 Note 30(b) includes the reconciliation of movements of liabilities to cash flows arising from financing activities. Term loan In 2019, a subsidiary of the Company, mCloud Technology Services Inc. (“MTS”), entered into a term loan facility with Fiera Private Debt Fund VI LP (“Fiera”, formerly Integrated Private Debt Fund VI LP) in the amount of $13,000,000. The term loan payments are blended payments of principal and interest until maturity in August 2026 and the loan is secured against the assets of MTS. The Company and certain subsidiaries are guarantors. On November 9, 2021, the Company amended its term loan and amended the associated intercreditor agreement between Fiera, ATB Financial (“ATB”) and the Company. The intercreditor agreement determines the priority of security interests in the case of default, with Fiera having first priority on all assets other than accounts receivable (Note 13). The amendments to the term loan include: increase in interest rate from 6.85% to 7.5% per annum; certain changes to financial covenants which are applicable for the period from July 1, 2021 to December 31, 2022; and, the addition of two mCloud subsidiaries as additional guarantors. See Note 31 (a) and (b) for subsequent changes to Fiera loan. The principal amount of the loan and the maturity date of August 7, 2026 remained the same. During the year ended December 31, 2021 there were $2,343,036 of principal and interest payments made. A modification loss associated with this change in terms of $138,908 is included in finance costs in the consolidated statement of loss for the year ended December 31, 2021 with an offsetting increase in the carrying value of the term loan. Transaction costs of $191,310 were incurred and are netted against the carrying value of the term loan. Breach of loan covenants The term loan contains covenants with quarterly and quarter end metrics. For the quarter ended December 31, 2021, the Company did not meet certain minimum covenants and therefore the term loan is due on demand and has been classified as current until such time as the covenants are in compliance. For the quarter ended March 31, 2022, the Company continued not to meet certain minimum covenants and did not receive a waiver from the lender. See Note 31 (b) for subsequent change to Fiera loan covenants. Nations Interbanc facility Under a factoring and security agreement with Nations Interbanc (“Nations”), Agnity, an entity controlled by the Company, receives advances up to a maximum of US$2,000,000 at any one time from Nations for providing them the right to collect cash flows from factored accounts receivable and charges a fee for this service. This is a financing agreement and the accounts receivables factored still carry credit risk, are not sold, and are not derecognized from Agnity’s statement of financial position. Nations advances funds up to a value of 85% of the accounts receivables factored. Nations charges a factoring fee of 1.5% of the gross face invoice amount for the first 30 days and a daily proration of 0.06% per day thereafter. The amount of funds advanced varies and is dependent on the cash requirements of Agnity. During the year ended December 31, 2021, Nations advanced $9,246,693 and Agnity repaid $7,954,698 of this balance. |
Bank Indebtedness
Bank Indebtedness | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Bank Indebtedness | NOTE 10 – BANK INDEBTEDNESS September 30, 2022 December 31, 2021 ATB Financial revolving operating facility $ 3,393,082 $ 3,460,109 ATB Financial Facility The Company’s secured revolving operating facility (“ATB Facility”) with ATB Financial (“ATB”) is due on demand, bears interest at the prime rate plus 2% per annum with interest and fees due at the end of each month. During the nine months ended September 30, 2022, additional draws of $1,077,338 and principal repayments of $1,144,364 were made in accordance with the agreement. The ATB Facility is subject to certain reporting and financial covenants. The Company was not in compliance with these covenants at September 30, 2022. | NOTE 13 – BANK INDEBTEDNESS December 31, 2021 December 31, 2020 ATB Financial revolving operating facility $ 3,460,109 $ – Operating loan facility 1 – 923,461 Bank overdraft 1 – 53,318 Total $ 3,460,109 $ 976,779 1 At December 31, 2020, the Company had access to an operating loan facility and Mastercard facility. On April 15, 2021, the operating loan facility was repaid and closed. The Mastercard facility remains in place and at December 31, 2021, $296,669 was drawn (December 31, 2020 - $600,590) and this amount is included in trade payables and accrued liabilities on the consolidated statements of financial position. The bank overdraft at December 31, 2020 was repaid in October 2021. ATB Financial Facility On May 17, 2021, one of the Company’s subsidiaries executed a commitment letter for a $5,000,000 secured revolving operating facility with ATB which is a financial institution wholly owned by the Province of Alberta. The facility is available by way of a variety of instruments. On June 24, 2021, $2,500,000 was drawn which was the maximum amount under the intercreditor agreement with Fiera at that time. The facility is due on demand, bears interest at the prime rate plus 2% per annum with interest and fees due at the end of each month and may be prepaid without penalty. On November 8, 2021, the Company and ATB amended the commitment letter between the parties governing the revolving operating facility. The amendment added an accordion feature which allows the Company to request ATB to increase the maximum principal amount of the facility from $5,000,000 to $10,000,000, funded in increments of $1,250,000, subject to certain requirements and approval from Fiera and ATB under an intercreditor agreement. The facility is subject to certain reporting and financial covenants. The Company was in compliance with these covenants at December 31, 2021, but not at March 31, 2022 and June 30, 2022. The facility is secured against certain assets of the Company and its principal subsidiaries. In addition, the Company and certain of its subsidiaries have provided an unlimited guarantee for repayment of all amounts due under the facility. As part of the commitment letter amendment, the Company agreed to issue warrants to ATB (Note 15). On November 9, 2021, Fiera, ATB and the Company amended the intercreditor agreement which allows the Company to draw the full $5,000,000 of the facility subject to a limit which is equal to the lesser of $5,000,000 and the aggregate of eligible accounts receivable less priority payables as defined in the agreement. An additional $950,000 was drawn under the facility on November 12, 2021. At December 31, 2021, as a result of the Fiera covenant breach and at March 31, 2022 and June 30, 2022 as a result of non-compliance with covenants on the ATB Financial revolving operating facility, ATB has the ability to restrict further advances under the ATB facility. |
Convertible Debentures
Convertible Debentures | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Convertible Debentures | NOTE 11 – CONVERTIBLE DEBENTURES 2019 Convertible debentures September 30, 2022 December 31, 2021 Opening balance $ 22,380,649 $ 19,767,472 Interest paid (1,172,875 ) (2,345,750 ) Accreted interest at effective interest rate 2,445,205 4,958,927 Accrued interest 604,465 — Carrying amount of liability component $ 24,257,444 $ 22,380,649 Less: interest payable (799,944 ) (195,479 ) Total - current $ 23,457,500 $ 22,185,170 The Company completed a private placement offering of convertible unsecured subordinated debentures (the “2019 Debentures”) for total aggregate gross proceeds of $23,507,500 in July 2019. The 2019 Debentures bear interest at a rate of 10% per annum, paid quarterly, and matured on June 30, 2022, at which time the principal amount of $23,457,500 and any unpaid interest was repayable in cash because the conversion option was not exercised by the holders as of that date. As at September 30, 2022 the principal amount remains outstanding. The Company continues to accrue interest on the outstanding principal and interest payable. | NOTE 14 – CONVERTIBLE DEBENTURES December 31, 2021 December 31, 2020 2019 Convertible debentures liability (a) $ 22,185,170 $ 19,534,988 2021 Convertible debentures liability (b) 69,034 – 2021 Convertible debentures embedded derivative (b) 41,506 – Total $ 22,295,710 $ 19,534,988 Current debentures $ 22,185,170 $ – Non-current debentures 110,540 19,534,988 $ 22,295,710 $ 19,534,988 a) 2019 Convertible debentures December 31, 2021 December 31, 2020 Opening balance $ 19,767,472 $ 17,753,016 Conversion of debentures into common shares – (50,000) Interest paid (2,345,750) (2,345,750) Accreted interest at effective interest rate 4,958,927 4,410,206 Carrying amount of liability component $ 22,380,649 $ 19,767,472 Less: interest payable (195,479) (232,484) Total $ 22,185,170 $ 19,534,988 In July 2019, the Company completed a private placement offering of convertible unsecured subordinated debentures (the “2019 Debentures”) for total aggregate gross proceeds of $23,507,500 and net cash proceeds of $22,865,049. The 2019 Debentures bear interest at a rate of 10% per annum, paid quarterly, and mature on May 31, 2022, at which time the outstanding principal amount of $23,457,500 and any unpaid interest is repayable in cash if the 2019 Debentures have not been converted at the option of the holder or otherwise extinguished. The principal amount of the 2019 Debentures is convertible into 1,563,833 units of the Company at the option of the holder at any time prior to maturity at a conversion price of $15.00 per unit. At June 30, 2022, no units had been converted. Each unit is comprised of one common share and one share purchase warrant. Each warrant is exercisable to acquire one common share at an exercise price of $22.50 until June 2024. b) 2021 Convertible debentures Issuance of Convertible Debentures On December 7, 2020, the Company commenced efforts to raise an aggregate of US$10,000,000 through a private placement offering (the “Offering”) of convertible unsecured subordinated debentures (the “2021 Debentures”) at a price of US$100 per debenture. At December 31, 2020, total proceeds of $5,285,997 (US$4,146,825) had been received associated with two tranches of the Offering; however, as the debenture certificates were not yet issued the proceeds were recorded as other liabilities in the consolidated statement of financial position at December 31, 2020 (Note 16). The Offering closed in six tranches between December 7, 2020 and May 25, 2021 with total gross proceeds of $11,328,870 (US$8,884,000). Each tranche had a specific maturity date and USD conversion price which was set at the date of close. The conversion prices ranged between $4.11 (US$3.42) and $8.28 (US$6.60) depending on the tranche. Up until the date of conversion as described below under Conversion of Convertible Debentures On initial recognition, the 2021 Debentures included a host liability and embedded derivative conversion option. The fair value of the embedded derivative was determined first, with the residual amount of the total fair value of the convertible debentures allocated to the host liability. The host liability was classified as a financial liability recognized at amortized cost and the embedded derivative conversion option was an embedded derivative classified as fair value through profit or loss (“FVTPL”). The fair value measurement is further described in Note 26(b) - Financial Instruments under Valuation methodologies used in the measurement of fair value for Level 3 financial liabilities. Conversion of Convertible Debentures On July 12, 2021, the Company announced that it had entered into Debt Conversion and Exchange Agreements (“Conversion Agreements”) with holders of more than 99.2% of the outstanding principal amount of the 2021 Debentures subject to a number of conditions including TSX.V approval. The Conversion Agreements provided for certain changes in terms including a reduced conversion price on certain tranches of the 2021 Debentures and the addition of a common share purchase warrant for each common share to be issued upon conversion. On August 13, 2021, the Company received TSX.V approval and issued an aggregate of 2,107,787 common shares and 2,107,787 common share purchase warrants (Note 19(a)) to extinguish 99.2% of the principal and accrued interest thereon to the date of the Conversion Agreements. The following reconciliation includes: (a) the original issuance of and accounting for the convertible debentures up to July 12, 2021; (b) the derecognition of the host liability and embedded derivative on July 12, 2021 as the change in terms of the agreement was determined to be a substantial modification and resulted in recognition of a new financial liability at this date; (c) the extinguishment of the amount due under the 2021 Debentures on August 13, 2021 in exchange for common shares and warrants; and (d) the accounting for the remaining debenture which was not converted. The warrants issued continue to be financial liabilities of the Company as further described in Note 15. December 31, 2021 Proceeds from issue of convertible debentures $ 11,328,870 Fair value adjustments (Note 23) 1,615,102 Total fair value of convertible debentures 12,943,972 Less: fair value of embedded derivative (5,060,776 ) Less: transaction costs 1 (660,604 ) Carrying value of liability at inception 7,222,592 Interest expense associated with liability 813,615 Debt extinguishment, including interest payable (7,735,230 ) Foreign exchange adjustments (224,286 ) 76,691 Less: accrued interest included in accrued liabilities (7,657 ) Carrying value of liability at end of period 2 $ 69,034 1 Total transaction costs were $1,061,854 which include cash compensation paid to brokers and the value of 115,760 broker warrants issued. Transaction costs of $401,250 allocated to the embedded derivative portion of the convertible debentures were expensed in finance costs in the consolidated statements of loss and comprehensive loss for the year ended December 31, 2021. 2 Convertible debt in the principal amount of US$75,000 which matures January 2024, bears interest at 8% per annum and is convertible to the Company’s shares at a conversion price of $5.84 (US$4.59). December 31, 2021 Fair value of embedded derivative at inception $ 5,060,776 Fair value decrease 1 (784,261 ) Derecognition of embedded derivative on conversion (4,214,198 ) Foreign exchange adjustments (20,811 ) Balance, embedded derivative $ 41,506 1 The fair value of the embedded derivative is remeasured at the end of each reporting period and on conversion and recognized in fair value (gain) loss on derivatives in the consolidated statements of loss and comprehensive loss (Note 23). |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Warrant Liabilities | NOTE 12 - WARRANT LIABILITIES September 30, 2022 December 31, 2021 Derivative warrant liabilities - 2021 Debentures (a) $ 13,363 $ 1,868,541 Derivative warrant liabilities - USD equity financing (b) 827,155 6,106,596 Warrant liability related to business acquisition (c) — 709,835 Other warrant liability (c) — 195,066 Total, all current $ 840,518 $ 8,880,038 Derivative warrant liabilities The Company issued warrants in conjunction with debt and equity transactions. Certain of these warrants are classified as derivatives which are recognized as financial liabilities. At the issuance date and each reporting date until warrants are exercised, the fair value of the liability is remeasured, with changes in the fair value recorded as gains or losses in the consolidated statements of loss and comprehensive loss. There were no new derivative warrants issued or warrants exercised in the three and nine months ended September 30, 2022. a) Warrants associated with 2021 Debentures The 2,107,787 common share purchase warrants entitle the holder to purchase one common share of the Company at an exercise price of US$6.87 and expire August 13, 2024. At September 30, 2022, the warrants were remeasured at a fair value of $13,363, resulting in a $375,889 and $1,884,958 gain on remeasurement for the three and nine months ended September 30, 2022. The fair value of derivative warrants at September 30, 2022 of $0.01 per warrant was calculated using the Black-Scholes option pricing model (“Black-Scholes model”) with the following inputs and assumptions: share price of $2.19, Canadian dollar equivalent exercise price of $9.41, risk-free rate of 4.20%, expected life of 1.9 years, expected volatility of 43%, and no expected dividends. These warrants are classified as a Level 3 fair value measurement. b) Warrants associated with USD equity financing The 2,415,000 common share purchase warrants entitle the holder to purchase one common share of the Company at an exercise price of US$4.75 and expire November 29, 2026. On February 15, 2022, these warrants commenced trading on the NASDAQ, under the symbol MCLDW, and as a result, these warrants are classified as a Level 1 fair value measurement (previously Level 3) at September 30, 2022 (Note 16(b)). At September 30, 2022, the warrants were remeasured at a fair value of $827,155, resulting in a $1,984,046 and $5,474,057 gain on remeasurement for the three and nine months ended September 30, 2022. The fair value of derivative warrants at September 30, 2022 of $0.34 (US$0.25) per warrant was based on the closing price of the warrants. c) Other warrant liabilities Warrant liability related to business acquisition Warrant liability related to ATB Financial Derivative warrant liabilities The Company issued warrants in conjunction with debt and equity transactions. Certain of these warrants are classified as derivatives which are recognized as financial liabilities. The estimated fair value of the derivative warrant liabilities has been calculated using the Black-Scholes model. At the issuance date and each reporting date until warrants are exercised, the fair value of the liability is remeasured, with changes in the fair value recorded as gains or losses in the consolidated statements of loss and comprehensive loss. In conjunction with the USD equity offering described at (b) below, the Company agreed to list the warrants issued as part of the unit offering on the NASDAQ. On February 15, 2022, these warrants commenced trading under the symbol MCLDW (Note 31). Derivative warrant liabilities are classified as a Level 3 fair value measurement as further described in Note 26. There were no exercises of the warrants described below since issuance. a) Warrants associated with 2021 Debentures On August 13, 2021, the Company issued 2,107,787 common share purchase warrants in conjunction with the conversion and extinguishment of the 2021 Debentures (Note 14(b); 19(b)). The common share purchase warrants entitle the holder to purchase one common share of the Company at an exercise price of US$6.87 and mature in August 2024. The fair value of the warrants at August 13, 2021 was $5,947,689. At December 31, 2021, the warrants were remeasured at a fair value of $1,868,541 and the Company recorded a gain on remeasurement since initial recognition of $4,177,825. The Black-Scholes model inputs and assumptions include: December 31, 2021 August 13, 2021 Share price at date of valuation $ 6.18 $ 6.90 Exercise price $ 8.74 $ 8.74 Risk free rate 0.88 % 0.43 % Expected life (years) 2.62 3.00 Expected volatility 1 45.0 % 71.5 % Fair value per warrant 2 $ 0.89 $ 2.82 1 Expected volatility at December 31, 2021 measured at implied volatility of traded warrants. 2 Considers a liquidity discount of 20% in determining the fair value per warrant as these warrants are not publicly traded. b) Warrants associated with USD equity financing On November 29, 2021, the Company issued 2,415,000 common share purchase warrants in conjunction with the November 2021 USD unit offering (Note 19). The common share purchase warrants entitle the holder to purchase one common share of the Company at an exercise price of US$4.75 and mature five years after issuance. The fair value of the warrants at issuance was $5,302,004 (US4,158,396) and at December 31, 2021, the remeasured fair value was $6,106,596. The Black-Scholes model inputs and assumptions include: December 31, 2021 November 29, 2021 Share price at date of valuation $ 6.18 $ 5.70 Exercise price $ 6.04 $ 6.05 Risk free rate 1.25 % 1.18 % Expected life (years) 4.92 5.00 Expected volatility 1 45.0 % 45.0 % Fair value per warrant $ 2.53 $ 2.19 1 Expected volatility at represents implied volatility of the Company’s traded warrants. c) Other warrant liabilities Warrant liability related to business acquisition Warrant liability related to ATB Financial | NOTE 15 - WARRANT LIABILITIES December 31, 2021 December 31, 2020 Derivative warrant liabilities - 2021 Debentures (a) $ 1,868,541 $ – Derivative warrant liabilities - USD equity financing (b) 6,106,596 – Warrant liability related to business acquisition (c) 709,835 710,924 Other warrant liability (c) 195,066 – Total, all current $ 8,880,038 $ 710,924 |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
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Other Liabilities | NOTE 16 - OTHER LIABILITIES December 31, 2021 December 31, 2020 US Government loans $ – $ 950,418 2021 Debentures subscriptions payable (Note 14(b)) – 5,285,997 Total $ – $ 6,236,415 Current portion 1 $ – 6,003,838 Non-current portion – 232,577 $ – $ 6,236,415 1 Includes US Government loans of $717,841 at December 31, 2020. These forgivable loans are considered to be government grants when there is reasonable assurance that they will be forgiven. During the year ended December 31, 2021, the Company received two additional US Government loans as part of the Paycheck Protection Program (“PPP”) totaling $840,845 (US$668,689), each bearing interest at 1% per annum with maturity dates in February and May 2026. During the year ended December 31, 2020, the Company received four PPP US Government loans totaling $1,120,139 (US$805,246). A portion or the entirety of the amounts funded may be forgiven if all the funds are used for qualifying expenses which include payroll costs, rent and utility costs, and employment and compensation levels are maintained. The Company has used the entire loan amounts for qualifying expenses and as such expects these loans will be forgiven and no principal or interest payments will be made. During the year ended December 31, 2021, five government loans were forgiven resulting in $1,825,237 being included in other income (Note 24). |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
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Business Acquisitions | NOTE 17 - BUSINESS ACQUISITIONS a) Acquisition of Royalty interests On January 22, 2019, the Company executed a Purchase Agreement with Flow Capital Corp. (“Flow”) pursuant to which the Company acquired Flow’s interest in a Royalty Purchase Agreement (“Royalty Agreement”) with Agnity Global, Inc. (“Agnity”). According to the Purchase Agreement, the Company assumed the Royalty agreement and acquired an interest in a financial asset with the following characteristics: i. a receivable owing by Agnity to Flow of USD $2,834,750; ii. a monthly royalty payment stream until October 31, 2020 equal to the greater of: • A monthly amount of USD $41,667; or • 4.25% of Agnity’s revenue for each calendar month; and iii. commencing November 1, 2020, a monthly royalty payment stream equal to 4.25 The Royalty Agreement includes a formula by which the royalty percentage is proportionately adjusted for any subsequent further advances to or repayments from Agnity. As consideration for acquiring the interest in the Royalty Agreement, the Company paid $204,604 (USD $153,227) in cash at the closing date and entered into the following agreements with Flow: (i) A secured loan agreement for USD $2,000,000. The loan bears interest at 25% per annum and is due on demand. The Company had the option to repay 100% of the loan, at any time, by paying an amount equal to the principal of the loan and any unpaid interest. Upon prepayment of the loan, the Company, at the option of Flow (the “Flow’s option”), was obligated to pay either: • Cash of USD $525,000; or • Issue 50,000 common shares of the Company (“repayment shares”) The fair value of the loan was initially determined to be $2,670,600 (USD $2,000,000) which is equivalent to its face value as it is due on demand. It is classified as other financial liabilities and subsequently measured at amortized cost. The fair value of Flow’s option to receive either USD $525,000 in cash or repayment shares upon prepayment of the loan by the Company was determined to be USD $606,495 on initial recognition. The option was accounted for as a compound instrument which includes a liability component of USD $525,000 and an equity conversion option of USD $81,495. The liability component was classified as other financial liabilities and subsequently measured at the amortized cost while the equity component was accounted for as an equity instrument in contribute surplus. The Company used the Black-Scholes option model to determine the fair value of the option using the following inputs at January 22, 2019: Share price $10.50 Risk free rate 1.90% Expected life 0.5 years Expected volatility 60.00% Expected dividends Nil On July 26, 2019, the Company settled the USD $2,000,000 loan and Flow’s option in cash of $2,703,148 and the issuance of 50,000 common shares. The value attributable to the option of USD $606,495 was reclassified from liabilities and contributed surplus to share capital (note 19a)). (i) The Company also agreed to issue a quantity of its common shares based on the trading price of the Company. Specifically, for the period after January 22, 2019 and prior to January 22, 2025, if the five-day volume weighted average trading price of the Company’s common shares equals or exceeds: • $30.00, 50,000 common shares will be issued; • $60.00, 33,333 common shares will be issued; • $90.00, 33,333 common shares will be issued. The fair value of these shares issuable to Flow was determined to be $712,000 on initial recognition. They are accounted for as equity instruments and recorded in contributed surplus. The Company used Black-Scholes option model to determine the fair value of these shares using the following inputs at January 22, 2019: Barrier share price $30 - $90 Risk free rate 1.90% Expected life 6 years Expected volatility 80.00% Expected dividends Nil As of December 31, 2021, 2020 and 2019, none of the share trading price thresholds noted above have been met. b) Acquisition of Agnity On April 22, 2019, the Company executed an amending agreement with Agnity to modify the terms of the Royalty Agreement acquired. Pursuant to the amending agreement, both parties agreed to establish an Operations Committee for which at all times the Company has the right to nominate a majority of the members. As consideration for the amendment, the Company agreed to fix the royalty payment at US$10,000 per month commencing March 2019 and to assume $43,050 of Agnity’s liabilities payable to a third party. Pursuant to the amending agreement the Company determined that it had obtained control over Agnity and its subsidiaries pursuant to IFRS 10 Consolidated Financial Statements Factors evaluated included, but were not limited to, delegation of power by Agnity’s Board for the Company to direct Agnity’s relevant activities through the formation and activities of the Operations Committee controlled by the Company. Determination of whether the Company has obtained control over Agnity involves judgement based on interpretation of the amending agreement with Agnity and identification and analysis of the relevant facts. In addition, judgement was required to determine if the acquisition represented a business combination or an asset purchase. The Company determined that Agnity and its related subsidiaries represented a business as the assets were an integrated set of activities with inputs, processes and outputs. Accordingly, the acquisition of Agnity is accounted as a business combination effective on April 22, 2019 using the acquisition method in accordance with IFRS 3 Business Combinations Agnity develops and sells software applications and technology services that enable telecommunication service providers, network equipment manufacturers and enterprises to design, develop, and deploy communication-centric application solutions on a world-wide basis. Taking control of Agnity has enabled the Company to gain access to Agnity’s patented technology and its customer base. In addition, Agnity’s communication platform ensures that AssetCare™ deployments around the globe are assured of connectivity, supported by Agnity telecommunication solutions. The following table summarizes the acquisition-date fair value of each major class of consideration transferred, the recognized amounts of the identifiable assets acquired, and liabilities assumed, and the resulting measurement of 100% NCI recorded by the Company at the date of acquisition: Consideration transferred: Final Change in fair-value of interest in Royalty Agreement (i) $ 167,488 Assumption of Agnity’s liabilities 43,050 Total consideration transferred $ 210,538 (i) The fair value of interest in the Royalty Agreement at April 22, 2019 was estimated using the discounted cash flow model. The major inputs employed in the model include forecasted royalty payments and the discount rate of 16%. Fair value of assets and liabilities recognized: Final Cash and cash equivalents $ 33,524 Trade and other receivables 1,387,723 Prepaid expenses and deposits 46,483 Long term receivable – Property and equipment 1,281 Intangible Asset – Technology 8,412,390 Intangible Asset – Customer Relationship 1,468,830 Accounts payable and accrued liabilities (3,232,910 ) Deferred revenue (457,259 ) Loans and borrowings (5,556,587 ) Warrant liability (i) (737,419 ) Due to related party (930,608 ) Deferred income tax liability (444,768 ) Net identifiable assets acquired (liabilities assumed) (9,320 ) Allocation to non-controlling interest $ 219,858 (i) A warrant was issued by Agnity in 2015 which entitles the warrant holder to acquire 6,324,660 common shares of Agnity at the exercise price of $0.000036 per share at any time until April 15, 2022. The exercise price of the warrant is subject to certain anti-dilution adjustment provisions in the event of certain capital or business transactions. The warrant holder has the option to demand a cash settlement of the warrant for US$552,250 at any time prior to its expiry date if the warrant is not exercised. It is classified as other financial liabilities and measured at its redemption amount of US$552,250 or $737,419 in Canadian dollars on acquisition date, which is equivalent to its assessed acquisition date fair value. The fair value in Canadian dollar equivalent as at December 31, 2021 was $709,835 (December 31, 2020 - $710,924; December 31, 2019 - $725,086). There have been no adjustments to the preliminary purchase price allocation recognized at December 31, 2019 in the period ended December 31, 2020. There are no acquisition costs associated with this transaction as the business combination with Agnity was effected by way of assessed control in accordance with IFRS 3 and 10. c) Acquisition of mCloud Technologies Services Inc. On July 10, 2019, the Company closed a series of merger and acquisition transactions resulting in the acquisition of 100% control of mCloud Technologies Services Inc. (“MTS”), formerly known as Autopro Automation Consultants Ltd. (“Autopro”). The acquisition was completed by way of an amalgamation between 2199027 Alberta Ltd., a subsidiary of the Company, and Fulcrum Automated Technologies Ltd. (“Fulcrum”), an entity established to facilitate the acquisition, with the amalgamated entity being a wholly owned subsidiary of the Company, named Autopro Automation Ltd. Immediately prior to the amalgamation, Fulcrum acquired MTS. The consideration transferred to the original shareholders of MTS included cash, issuance of promissory notes and 1,200,000 common shares of the Company. MTS is a professional engineering and integration firm that specializes in design and implementation of industrial automation solutions, focusing on Canadian oil and gas companies. The acquisition has provided the Company with an increased share of the market through access to MTS’ customer base in the Canadian oil and gas industry, petrochemical, and process manufacturing markets. The following table summarizes the acquisition-date fair value of each major class of consideration transferred, the recognized amounts of the identifiable assets acquired, and liabilities assumed, and the resulting value of goodwill: Consideration transferred: Final Cash consideration $ 4,650,689 Fair value of demand promissory notes issued (1) 18,000,000 Fair value of common shares transferred (2) 13,320,000 Total consideration transferred $ 35,970,689 (1) (2) Fair value of assets and liabilities recognized: Final Cash and cash equivalents $ 2,227,739 Trade and other receivables (includes Unbilled revenue of $2,347,207) 5,120,830 Prepaid expenses and deposits 611,104 Right-of-use assets 4,303,215 Property and equipment 548,317 Intangible asset – Customer relationships 12,700,000 Intangible asset – Technology 1,800,000 Accounts payable and accrued liabilities (2,030,470) Deferred revenue (133,556 ) Lease liabilities (4,303,215 ) Deferred income tax liability (3,632,250 ) Fair value of net assets acquired 17,211,714 Goodwill $ 18,758,975 $ 35,970,689 There have been no adjustments to the preliminary purchase price allocation recognized at December 31, 2019 or in the periods ended December 31, 2020. Goodwill arising from the acquisition is attributable mainly to the skills and technical talent of MTS’ work force and the synergies expected to be achieved from integrating MTS into the Company’s existing business. The talent and domain expertise of MTS’ workforce has enabled the Company to establish credibility in the oil and gas, petrochemical, and process manufacturing markets, and accelerate the development of artificial intelligence applications geared toward process industries. None of the goodwill recognized is expected to be deductible for tax purposes. Transaction costs of $9,869,589 were incurred in connection with the acquisition including consulting fees of $750,000, legal and professional fees of $239,589 and fair value of $8,880,000 for 800,000 common shares issued to the original shareholders of Fulcrum for brokering and due diligence services and were recognized in the consolidated statement of loss and comprehensive loss. d) Acquisition of Construction Systems Associates, Inc. USA On January 24, 2020, the Company completed its acquisition of all the outstanding and issued common shares of Construction Systems Associates, Inc. USA (“CSA”). The acquisition was accounted for as a business combination using the acquisition method whereby the assets acquired, and the liabilities assumed were recorded at fair value. At acquisition date the fair values assigned to intangible assets, goodwill and the deferred tax liabilities were measured on a provisional basis and were revised by the Company as additional information was received. On January 24, 2021, the measurement period for the acquisition ended and there were no further measurement period adjustments during the year ended December 31, 2021. The following table summarizes the final balances of each major class of consideration transferred, the recognized amounts of the identifiable assets acquired and liabilities assumed, and the resulting value of goodwill. Final Consideration transferred: Cash consideration $ 703,212 Fair value of common share consideration 2,304,073 Fair value of contingent consideration payable 879,066 Total consideration $ 3,886,351 Fair value of assets and liabilities recognized: Cash $ 181,408 Trade and other receivables 262,846 Prepaid expenses and other deposits 13,863 Property and equipment 2,098 Right of use assets 242,894 Intangible - technology 551,880 Intangible - customer relationships 801,540 Accounts payable and accrued liabilities (168,542 ) Short-term loan (371,610 ) Lease liabilities (242,894 ) Deferred tax liabilities — Fair value of net assets acquired $ 1,273,483 Goodwill $ 2,612,868 The fair value of common shares transferred as consideration is based on the quoted share price on the date of acquisition, which is at $18.18 per common share. The fair value of the contingent consideration payable was based on an estimated weighted probability of certain revenue and EBITDA targets being met in the 2-year period following the acquisition date. At December 31, 2021, the Company assessed the fair value of the contingent consideration to be nil as these targets were not expected to be met and as such $838,932 was recognized in other income in the consolidated statements of loss and comprehensive loss for the year ended December 31, 2021 (Note 24). The Company is required during the measurement period to retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. The measurement period adjustments from acquisition date to the end of the measurement period are reflected above with the cumulative changes increasing goodwill. The impact on net income (loss) of recognizing these adjustments to the provisional amounts as if the accounting had been completed at the acquisition date are limited to a decrease in amortization of intangibles and related foreign currency translation differences. e) Acquisition of kanepi On October 8, 2020, the Company completed its acquisition of all the outstanding and issued common shares of kanepi. kanepi provides advanced visual analytics solutions designed to deliver an immediate and positive impact on the industrial operations of asset intensive industries. The acquisition was accounted for as a business combination using the acquisition method whereby the net assets acquired, and the liabilities assumed were recorded at fair value. At acquisition date the fair values assigned to intangible assets, goodwill and the deferred tax liabilities were measured on a provisional basis. The Company is required during the measurement period to retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. On October 8, 2021, the measurement period for the acquisition ended and the following table summarizes the acquisition-date fair value and the final balances of each major class of consideration transferred, the recognized amounts of the identifiable assets acquired and liabilities assumed, and the resulting value of goodwill. The preliminary balances were reported in the consolidated financial statements for the year ended December 31, 2020 and there were no measurement period adjustments. Final Consideration transferred: Cash consideration $ 4,657,512 Fair value of common share consideration 5,882,547 Fair value of contingent consideration payable 568,638 Total consideration $ 11,108,697 Fair value of assets and liabilities recognized: Cash $ 556,880 Trade and other receivables 598,059 Other current assets 13,149 Property and equipment 1,224 Right of use assets 266,396 Intangible - technology 3,294,309 Intangible - customer relationships 2,632,794 Accounts payable and accrued liabilities (643,385 ) Lease liabilities (266,396 ) Deferred tax liabilities (1,136,806 ) Fair value of net assets acquired $ 5,316,224 Goodwill $ 5,792,473 The fair value of the contingent consideration payable is based on an estimated weighted probability of certain revenue or customer acquisition targets being met in a two-year period from the acquisition date. At acquisition date and December 31, 2020, the fair value of the contingent consideration was determined to be $568,638 based on estimates of achievement of targets. The fair value of the contingent consideration is determined using a discounted cash flow model at a discount rate of 27%. At December 31, 2021, the Company assessed the likelihood of achievement of the targets and determined the fair value of the contingent consideration decreased by $171,092 and this amount was recognized in other income in the consolidated statements of loss and comprehensive loss for the year ended December 31, 2021 (Note 24). |
Business Acquisition Payable
Business Acquisition Payable | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Business Acquisition Payable | NOTE 18 - BUSINESS ACQUISITION PAYABLE December 31, 2021 December 31, 2020 Opening balance $ 2,439,529 $ 1,043,314 Contingent consideration changes related to CSA (Note 17) (853,308 ) 879,066 Contingent consideration changes related to kanepi (Note 17) (171,092 ) 568,638 Effect of foreign exchange differences (16,157 ) (51,489 ) 1,398,972 2,439,529 Current portion 1,398,972 1,594,297 Non-current portion — 845,232 $ 1,398,972 $ 2,439,529 During the year ended December 31, 2021, the Company determined that the amount of the contingent consideration recognized at the date of acquisition of Construction Systems Associates, Inc. USA (“CSA”) would not be payable as the operational performance metrics were not expected to be achieved. In addition, the fair value of the contingent consideration recognized at the date of acquisition for kanepi Group Pty Ltd. and its subsidiaries (“kanepi”) was remeasured based on management’s estimate of the likelihood the performance metrics would be met by October 2022, resulting in a decrease in fair value and an offsetting amount recognized as other income. At December 31, 2021, $383,368 of contingent consideration payable remains associated with the kanepi acquisition. The remaining balance of $1,015,604 relates to the acquisition consideration payable associated with the Field Diagnostic Services, Inc. (“FDSI”) acquisition completed in 2017. |
Share Capital
Share Capital | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Share Capital | NOTE 13 - SHARE CAPITAL a) Common shares The Company has an unlimited number of authorized voting common shares with no par value. During the nine months ended September 30, 2022, the Company issued 22,696 common shares on exercise of Restricted Share Units (Note 14(b)). Common shares in escrow At September 30, 2022, the Company has 441,913 (December 31, 2021 - 681,024) common shares subject to escrow conditions resulting from business combinations and asset acquisitions in prior years. b) Warrants The Company’s warrants outstanding as at September 30, 2022 are as follows and include both warrants classified as equity-settled and warrants classified as financial liabilities (Note 12): Number of Warrants Weighted Average Exercise Price Balance, December 31, 2021 8,481,929 $ 8.83 Issued 183,486 5.45 Expired (544,707 ) 14.28 Balance, September 30, 2022 8,120,708 $ 8.39 On January 17, 2022, the Company issued warrants to ATB to purchase an equivalent number of common shares of the Company and the warrant liability of $195,066 described in Note 12(c) was derecognized with an offsetting credit to contributed surplus for the value assigned to the warrants. The weighted average remaining contractual life of outstanding warrants was 2.5 years at September 30, 2022 (December 31, 2021 - 3.1 years). | NOTE 19 - SHARE CAPITAL a) Common shares The Company has an unlimited number of authorized voting shares with no par value. The following is a summary of shares issued during the year ended December 31, 2021. The Company issued 71,190 common shares on exercise of Restricted Share Units (“RSUs”) (Note 20(b)). Brokered public offering On April 15, 2021, the Company closed a public offering of 2,300,000 units of the Company at a price of $6.30 per unit for aggregate gross proceeds of $14,490,000. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at an exercise price of $8.55 for 36 months following closing subject to adjustment in certain events. The public offering was brokered, and the underwriting agent received cash commissions of $1,014,300 or 7% of the gross proceeds under the offering. In addition, the Company also incurred $459,986 of share issuance costs in connection with the offering, for total net proceeds of $13,015,714. Net proceeds were allocated $12,395,918 to share capital with the residual of $619,796 allocated to warrants which is included in contributed surplus in the consolidated statement of changes in equity for the year ended December 31, 2021. Non-brokered private placement offering On August 13, 2021, the Company completed a non-brokered private placement, pursuant to a subscription agreement dated July 12, 2021, of 75,676 units of the Company at a unit price of $5.55 for gross proceeds of $420,000. Each unit consists of one common share and one share purchase warrant at an exercise price of $8.55 per common share with warrants expiring April 2024. Net proceeds of $420,000 were allocated fully to the common shares. Conversion of 2021 Convertible Debentures On August 13, 2021, the Company extinguished 99.2% of the principal and accrued interest of the 2021 Debentures (Note 14(b)). The principal and interest payable balance of converted debentures was settled by issuing an aggregate of 2,107,787 common shares and 2,107,787 common share purchase warrants. The value of the common shares at August 13, 2021, net of transaction costs was $14,436,728. See Note 15 for description of warrants issued. USD Brokered public offering On November 29, 2021, the Company closed a public offering of 2,100,000 units of the Company at US$4.50 per unit for aggregate gross proceeds of $12,040,198 (US$9,450,000) and net proceeds of $10,912,251 after underwriting discounts and commissions payable. On December 3, 2021, an additional 315,000 units, representing the over-allotment option under the offering, were issued for aggregate gross proceeds of $1,820,070 (US$1,417,450) and net proceeds of $1,674,464. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share, a warrant share, at an exercise price of US$4.75 per warrant share for five years following closing subject to adjustment in certain circumstances. The common shares and the share purchase warrants were issued separately. Gross proceeds were allocated $5,302,004 to the warrants with the residual of $8,558,264 allocated to share capital. Transaction costs of $1,738,087 associated with the issuance of the units were allocated proportionately with the allocation of gross proceeds with $1,073,262 net against share capital and $664,825 allocated to finance costs (Note 22). The Company also issued warrants to the underwriter of the offering to purchase 126,000 common shares at an exercise price of US$4.95 which are exercisable to May 22, 2025. The fair value of these warrants of $162,947 were recorded to contributed surplus and are considered transaction costs of which a portion is expensed in the consolidated statements of loss and comprehensive loss. In addition to the transaction costs associated with the issuance of the units, the Company incurred additional expenses related to the registration process and listing of its common shares on the NASDAQ which are included in general and administrative costs in the consolidated statements of loss and comprehensive loss. Common shares in escrow At December 31, 2021, the Company has 681,024 (December 31, 2020 - 1,674,284; December 31, 2019 - 2,381,826) common shares subject to escrow conditions resulting from business combinations and asset acquisitions in prior years. There were no additional common shares subject to escrow conditions added during the year ended December 31, 2021. Escrow restrictions will be released on 458,599 shares in the year ending December 31, 2022, and the remaining 222,425 shares in the year ending December 31, 2023. Shares issued for debt settlement During February and September 2019, the Company issued 1,964 and 5,000 common shares respectively for settlement of outstanding debt to vendors for services provided. The Company valued these common shares based on the trading price of the Company’s shares on the date of issuance. b) Warrants The Company’s warrants outstanding at December 31, 2021, 2020 and 2019 are as follows and includes warrants classified as equity-settled and warrants classified as financial liabilities (Note 15): Number of Warrants Weighted Average $ December 31, 2018 1,104,378 $ 13.50 Issued 19,957 $ 14.46 Exercised (133,176) $ 12.96 Expired (209,899) 13.50 December 31, 2019 781,260 $ 13.80 Issued 2,433,081 13.72 Exercised (1,228,935) 12.06 Expired (53,880) 13.31 December 31, 2020 1,931,526 $ 14.82 Issued 7,140,223 7.64 Expired (589,820) 13.97 December 31, 2021 8,481,929 $ 8.83 During the year ended December 31, 2021, the Company issued share purchase warrants in conjunction with the following transactions: Equity classified warrants • 115,760 warrants to brokers in connection with the issuance of the 2021 Debentures (Note 14(b)). Warrants issued to brokers are denominated in USD with exercise prices that range between $4.12 (US$3.42) and $8.28 (US$6.60) and are exercisable for 24 months with maturity dates ranging from December 2022 to May 2023. The total fair value of warrants issued to brokers of $294,894 was calculated using the Black-Scholes model with the following weighted average inputs and assumptions: issue date share price of $6.39; exercise price of $5.85; risk-free rate of 0.26%; expected life of 1.88 years; expected volatility of 69%; and no expected dividends. • 2,300,000 warrants in connection with the April 15, 2021 public offering (Note 19(a)); • 75,676 warrants in connection with the non-brokered private placement offering (Note 19(a)); and • 126,000 warrants issued to the underwriter of the November 2021 USD public offering (Note 19(a)). The total fair value of warrants of $162,947 was calculated using the Black-Scholes model with the following inputs and assumptions: issue date share price of $5.70; exercise price of $6.31; risk-free rate of 1.04%; expected life of 3.48 years; expected volatility of 45%; and no expected dividends. Derivative liability warrants • 2,107,787 warrants in connection with the August 13, 2021, conversion and interest settlement of the majority of the 2021 Debentures (Note 14(b)); and • 2,415,000 warrants in connection with the November 2021 USD public offering (Note 19(a); Note 15). Warrants outstanding at December 31, 2021 were as follows: Expiry Date Exercise Price $ Outstanding Warrants June 2022 15.00 19,584 July 2022 14.25 525,114 December 2022 5.63 1,000 January 2023 5.72 37,400 January 2023 6.97 25,400 February 2023 7.80 8,000 March 2023 8.28 9,000 May 2023 4.12 34,960 April 2024 8.55 2,375,676 June 2024 22.50 3,333 August 2024 8.60 2,107,787 January 2025 16.20 611,027 May 2025 6.31 126,000 July 2025 14.25 182,648 November 2026 6.05 2,415,000 $ 8.83 8,481,929 The weighted average remaining contractual life of outstanding warrants was 3.09 years at December 31, 2021 (December 31, 2020 - 2.29 years; December 31, 2019 - 1.37 years). Exercise prices for warrants denominated in USD as presented above were converted to the C$ equivalent exercise prices on the date of the applicable transaction. |
Share-Based Payment Arrangement
Share-Based Payment Arrangements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Share-Based Payment Arrangements | NOTE 14 – SHARE BASED PAYMENT ARRANGEMENTS The Company recorded share-based compensation as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Stock options (a) $ 58,876 $ 140,090 $ 379,464 $ 387,880 Restricted share units (b) 426,156 308,178 550,029 796,307 Total $ 485,032 $ 448,268 $ 929,493 $ 1,184,187 a) Stock Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (years) Outstanding, December 31, 2021 866,789 $ 8.81 7.5 Granted 347,049 4.05 9.8 Forfeited (256,934 ) 7.59 8.7 Expired (91,689 ) 10.46 2.6 Cancelled (6,480 ) 7.45 8.7 Outstanding, September 30, 2022 858,735 $ 7.03 6.3 At September 30, 2022, 218,803 stock options were exercisable at a weighted average exercise price of $10.96. Exercise prices of stock options range from $2.89 to $18.02 per option. As at September 30, 2022, unrecognized share-based compensation expense related to non-vested The weighted average fair value of stock options granted during the nine months ended September 30, 2022 of $855,826, or $2.47 per option, was calculated at the date of grant using the Black-Scholes model with the following weighted average assumptions and inputs: grant date share price of $4.01, exercise price of $4.05, risk-free rate of 2.43%, expected life of 6.5 years, expected volatility of 75%, forfeiture rate of 10%, and no expected dividends. Expected volatility is estimated taking into account historical share price volatility. b) Restricted Share Units (“RSUs”) The Company’s obligation to issue shares on the vesting of RSUs is an unfunded and unsecured obligation of the Company. A continuity of RSUs is as follows: Number of RSUs Outstanding, December 31, 2021 208,674 Granted 361,768 Exercised (22,696 ) Forfeited (58,763 ) Cancelled (13,801 ) Outstanding, September 30, 2022 475,182 Exercisable at September 30, 2022 151,556 During the nine months ended September 30, 2022, 22,696 common shares were issued on the exercise of 22,696 RSUs at a weighted average share price at exercise of $7.75. The fair value of each RSU is based on the market price of the Company’s common shares on the date of grant and the total fair value of RSUs granted in nine months ended September 30, 2022 was $1,401,156. As at September 30, 2022, unrecognized share-based compensation expense related to non-vested | NOTE 20 – SHARE-BASED PAYMENT ARRANGEMENTS The Company has an equity incentive plan (the “Plan”) which allows management to grant incentive stock options, non-statutory stock options, share appreciation rights, restricted share awards, restricted share unit awards, and other share awards to selected directors, employees, and consultants. A maximum of 10% of the issued and outstanding common shares of the Company may be reserved for issuance under the Plan. The Company recorded share-based compensation as follows. Year Ended December 31, 2021 2020 2019 Stock options (a) $ 908,293 $ 677,452 $ 820,613 Restricted share units (b) 959,622 776,783 647,748 Total $ 1,867,915 $ 1,454,235 $ 1,468,361 a) Stock Options The board of directors or designated committee set the terms of the share-based payment arrangements under the Plan; however, the general terms of stock options are as follows. The options have a maximum term of 10 years and vest as to 33% on each anniversary date of the date of grant over three years. In limited cases, options vest immediately. For the majority of grants, the exercise price is equal to the closing price of the Company’s common shares on the grant date. On the date the option holder ceases to be employed, vested options are exercisable for a period of three months following that date, and unvested options are forfeited. Compensation is recognized on a graded vesting basis over the vesting period. Movement in the number of stock options outstanding and their related weighted-average exercise prices were as follows: Number of Weighted Number of Weighted Number of Weighted 2021 2021 2020 2020 2019 2019 Opening balance 423,303 $ 11.01 349,657 $ 11.48 95,000 $ 11.70 Granted 487,775 7.10 153,828 9.99 323,278 11.20 Exercised – – (7,639 ) 10.50 (50,838 ) 10.62 Forfeited (40,088 ) 9.87 (32,777 ) 11.52 (17,783 ) 10.35 Expired (4,201 ) 11.03 (6,433 ) 10.67 – – Cancelled – – (33,333 ) 10.50 – – Outstanding at December 31 866,789 $ 8.81 423,303 $ 11.01 349,657 $ 11.48 Exercisable at December 31 275,473 $ 11.10 161,244 $ 11.70 17,014 $ 12.87 The following summarizes information about the Company’s stock options outstanding at December 31, 2021: Options Outstanding Options exercisable Range of prices Number Weighted Weighted Number Weighted $5.67 - $8.70 506,502 $ 6.88 9.0 25,389 $ 6.56 $8.71 - $10.95 200,706 $ 10.67 4.9 138,622 $ 10.57 $10.96 - $12.59 104,303 $ 11.78 6.1 71,461 $ 11.78 $12.60 - $18.02 55,278 $ 14.11 6.4 40,001 $ 14.59 866,789 $ 8.81 7.5 275,473 $ 11.10 At December 31, 2021, if all exercisable options were exercised total cash received would be $3,057,750 (December 31, 2020 - $1,886,555; December 31, 2019 - $1,206,687). Unrecognized share-based compensation expense related to unvested stock options granted was $1,824,812 at December 31, 2021 (December 31, 2020 - $710,934; December 31, 2019 - $1,061,013). Measurement of fair values for equity-settled arrangements The weighted average fair value of stock options granted during the year ended December 31, 2021 of $4.25 per option, or $2,061,007 (December 31, 2020 - $4.54 per option or $698,949; December 31, 2019 - $4.91 per option or $1,597,043) was calculated at the grant date using the Black-Scholes model with the following weighted average assumptions and inputs. 2021 2020 2019 Grant date share price $ 7.00 $ 8.93 $ 10.88 Exercise price $ 7.10 $ 9.74 $ 11.13 Risk-free rate 1.32 % 0.36 % 1.57 % Expected life, years 6.2 years 5.0 years 3.9 years Expected volatility 75 % 66 % 54 % Expected dividends – % – % – % Forfeiture rate 7 % – % 10 % Expected volatility is based on an evaluation of the historical volatility of the Company’s share prices since the Company commenced trading which is a reasonable approximation of the volatility over the expected term of the stock option. The expected term of the options has been based on historical experience and general option holder behavior. The forfeiture rate reflects the anticipated level of forfeitures of options in the future. b) Restricted Share Units (“RSUs”) RSUs are granted to directors, employees and consultants and each RSU entitles the holder to one common share at the end of the vesting period. RSUs have various terms ranging from immediate vesting to vesting on either the first, second or third anniversary of the grant date, or as to 33% on each anniversary date of the grant over three years. Compensation is recognized on a graded vesting basis over the vesting period. The Company issues common shares to the RSU holder equal to the number of vested RSUs at the RSU holders’ request. The Company’s obligation to issue shares on the vesting of RSUs is an unfunded and unsecured obligation of the Company. A continuity of RSUs is as follows: Number of RSUs 2021 2020 2019 Outstanding at January 1 222,222 151,790 101,778 Granted 73,164 123,797 71,640 Exercised 1 (71,190) (35,877) (11,905) Forfeited (7,074) (3,332) (9,723) Withheld 1 (8,448) (14,156) – Outstanding at December 31 208,674 222,222 151,790 Exercisable at December 31 115,468 33,516 32,036 1 71,190 common shares issued on exercise of 79,638 RSUs at a weighted average grant date exercise price of $8.87. Certain RSU holders elected for RSUs exercised to be settled net of any tax withholding obligations. The fair value of each RSU is based on the market price of the Company’s common shares on the date of grant and the total fair value of RSUs granted in the year ended December 31, 2021 was $528,028 (December 31, 2020 - $1,069,042; December 31, 2019 - $829,976). Unrecognized share-based compensation expense related to unvested RSUs was $277,686 at December 31, 2021 (December 31, 2020 - $807,830; December 31, 2019 - $702,373). |
Deconsolidation of Subsidiary
Deconsolidation of Subsidiary | 9 Months Ended |
Sep. 30, 2022 | |
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Deconsolidation of Subsidiary | NOTE 15 – DECONSOLIDATION OF SUBSIDIARY In April 2019, the Company executed a royalty agreement, as amended (the “Amended Royalty Agreement”), with Agnity. The Amended Royalty Agreement gave the Company the right to nominate a majority of the members of the Operations Committee of Agnity, which thereby gave it the right and ability to direct the relevant activities of Agnity and to significantly affect its returns through the use of its rights. As a result, Company determined that it had obtained control over Agnity and its subsidiaries via a business combination and the non-controlling On July 29, 2022, the Company signed a Technology Continuation Agreement with Agnity (the “Technology Continuation Agreement”), which replaced the Amended Royalty Agreement. Concurrent with the signing of the Technology Continuation Agreement, a third party acquired all of the outstanding shares in Agnity from its shareholder. Prior to the Technology Continuation Agreement being signed, the Company held a royalty receivable from Agnity under the Amended Royalty Agreement, which was measured at fair value through profit or loss (“FVTPL”) and had a carrying value of $3,882,688 (US$3,024,937 ). Under the terms of the Amended Royalty Agreement, the change in control of Agnity triggered a termination payment due to the Company and an obligation for Agnity to repay the Company’s royalty receivable. As a result, the Company recorded an increase to the fair value of the royalty receivable, resulting in a gain of $3,394,455 (US$2,644,563 ) which has been recorded in Other income in the three months ended September 30, 2022. Under the terms of the Technology Continuation Agreement, the Company received a payment of US$5,953,766 on July 29, 2022, which included amounts to settle the royalty receivable and other payable and receivables balances with Agnity. As a result of these events, the Operations Committee of Agnity was dissolved, meaning the Company no longer had the right to nominate any of the members of the Operations Committee and therefore no longer had control of Agnity. Accordingly, the Company ceased consolidating the results of Agnity as of July 29, 2022, resulting in a loss of $ , which has been recorded to Other income in the three months ended September 30, 2022. The impact of deconsolidating Agnity had the following effect on the consolidated statement of financial position: July 29, 2022 Cash and cash equivalents $ (37,642 ) Trade and other receivables (3,716,258 ) Prepaid expenses and deposits - current (240,511 ) Prepaid expenses and deposits - non-current (236,637 ) Property and equipment (263,139 ) Intangible assets (3,547,954 ) Trade payables and accrued liabilities 5,193,353 Deferred revenue 2,474,113 Due to related party 188,836 Loans and borrowings - current 2,605,503 Loans and borrowings - non-current 197,812 Deferred income tax liabilities (2,993 ) Net assets $ 2,614,483 Less: Non-controlling (2,824,971 ) Loss on disposal of Agnity $ (210,488 ) The following table summarizes the information relating to Agnity prior to the loss of control on July 29, 2022, before any intercompany eliminations. For the period from January 1, 2022 to July 29, 2022 Revenue $ 1,850,588 Loss allocated to NCI $ (5,242,577 ) Other comprehensive income allocated to NCI 92,013 Total comprehensive loss attributable to NCI $ (5,150,564 ) Cash flows provided by operating activities $ 591,772 Cash flows used in investing activities (8,871 ) Cash flows used in financing activities (693,704 ) Foreign exchange impact on cash held in USD 5,056 Net decrease in cash and cash equivalents $ (105,747 ) |
Non-Controlling Interest
Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2021 | |
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Non-Controlling Interest | NOTE 21 – NON-CONTROLLING INTEREST In April 2019, the Company obtained control over Agnity and its subsidiaries via a business combination and the non-controlling interest (“NCI”) was measured at 100% of the acquired net identifiable assets of Agnity at the date of acquisition. Agnity develops and sells software applications and technology services that enable telecommunication service providers, network equipment manufacturers and enterprises to design, develop, and deploy communication-centric application solutions on a world-wide basis. Having control of Agnity has enabled the Company to gain access to Agnity’s patented technology and its customer base. In addition, Agnity’s communication platform ensures that AssetCare deployments around the globe are assured of connectivity, supported by Agnity telecommunication solutions. The movement in the equity attributable to the non-controlling interest in the Company is detailed in the consolidated statements of changes in equity. There was no change to the non-controlling interest percentage in the years ended December 31, 2021, 2020 or 2019. The following table summarizes the information relating to Agnity before any intercompany eliminations. December 31, 2021 December 31, 2020 NCI percentage 100% 100% Recast (Note 2) Recast (Note 2) Current assets $ 11,906,502 $ 7,778,252 Non-current assets 5,111,714 8,081,135 Current liabilities (8,752,552) (7,107,244) Non-current liabilities (5,598,783) (6,185,049) Net assets attributable to NCI $ 2,666,881 $ 2,567,094 For the years ended December 31, 2021 December 31, 2020 December 31, 2019 Recast (Note 2) Recast (Note 2) Recast (Note 2) Revenue $ 11,966,226 $ 11,548,811 $ 6,010,753 Income (loss) allocated to NCI 63,387 1,586,588 590,056 Other comprehensive income allocated to NCI 138,655 159,749 176,711 Total comprehensive income attributable to NCI $ 202,042 $ 1,746,337 $ 766,767 Cash flows (used in) provided by operating activities $ (1,859,900) (405,548) 483,245 Cash flows used in investing activities (578,483) – (3,731) Cash flows (used in) provided by financing activities 2,081,137 655,347 (417,068) Foreign exchange impact on cash held in USD (6,383) 155,274 5,976 Net (decrease) increase in cash and cash equivalents $ (363,629) $ 405,073 $ 68,422 |
Finance Costs
Finance Costs | 12 Months Ended |
Dec. 31, 2021 | |
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Finance Costs | NOTE 22 - FINANCE COSTS Year Ended December 31, 2021 2020 2019 Interest on loans and borrowings (Note 12) $ 1,179,234 $ 1,272,512 $ 918,682 Interest on convertible debentures (Note 14) 5,740,346 4,410,206 2,130,247 Interest on lease liabilities (Note 8) 137,245 350,792 168,571 Transaction costs expensed 1 1,471,219 – – Other finance costs 90,750 – – Total finance costs $ 8,618,794 $ 6,033,510 $ 3,217,500 1 Transaction costs include costs incurred associated with financing or equity transactions that are not otherwise netted against the debt or equity instrument. The majority of costs are associated with the USD brokered public offering (Note 19(a)), the 2021 Debentures (Note 14(b)), the Fiera term loan amendment (Note 12) and the ATB facility amendment (Note 13). See Note 31 (a) and (b) for subsequent changes to Fiera loan. |
Fair Value Loss (Gain) On Deriv
Fair Value Loss (Gain) On Derivatives | 12 Months Ended |
Dec. 31, 2021 | |
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Fair Value Loss (Gain) On Derivatives | NOTE 23 - FAIR VALUE LOSS (GAIN) ON DERIVATIVES Year Ended December 31, 2021 Gain on embedded derivatives 1 $ (784,261 ) Deferred charge loss 1 1,615,102 Loss on substantial modification and conversion 1 8,571,881 Gain on warrant liability remeasurement (Note 15) 2 (3,362,601 ) Total $ 6,040,121 1 Associated with the 2021 Debentures (Note 14(b)) of which the majority is realized at December 31, 2021. 2 Change in fair value unrealized (Note 26). |
Other Income
Other Income | 12 Months Ended |
Dec. 31, 2021 | |
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Other Income | NOTE 24 - OTHER INCOME Year Ended December 31, 2021 2020 2019 Government assistance 1 $ (4,201,822) $ (2,775,677) $ – US Government loan forgiveness 2 (1,825,237) (124,507) – Derecognition of contingent consideration (Note 18) (1,010,024) – – Other (89,014) (32,158) (167,913) Total other income $ (7,126,097) $ (2,932,342) $ (167,913) 1 Majority represents amounts received from the Canadian Government for wage and rental subsidies associated with COVID-19. The amount of government assistance available is dependent on the programs in place and the Company’s eligibility for these programs. 2 Includes other income recognized as below market interest rate benefit. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Income Taxes | NOTE 25 - INCOME TAXES a) Amounts recognized in net loss Year Ended December 31, 2021 2020 2019 Current tax expense Current year 157,303 (295,709 ) 181,895 Changes in estimates related to prior years – – – 157,303 (295,709) 181,895 Deferred tax expense (recovery) Origination and reversal of temporary differences (13,161,689 ) (10,744,803 ) (6,261,674 ) Change in unrecognized deferred income tax assets 11,339,580 10,076,594 3,569,361 (1,822,109) (668,209) (2,692,313) Tax expense (recovery) $ (1,664,806) $ (963,918) $ (2,510,418) b) Reconciliation of effective tax rate The following table is a reconciliation of income tax expense (recovery), at the Canadian income tax rate and the amount of reported income tax recovery in the consolidated statements of loss and comprehensive loss. The Company’s operations are subject to income taxes primarily in Canada and the United States. Year Ended December 31, 2021 2020 2019 Loss before taxes $ (46,364,119) $ (35,824,882) $ (30,405,252) Statutory income tax rate 1 27 % 27 % 27 % Income tax recovery at statutory rate (12,518,312) (9,672,718) (8,209,418) Increase (decrease) in taxes resulting from: Change in deferred tax assets not recognized 11,339,580 10,076,594 3,569,361 Foreign tax rate and other foreign tax differences (2,089,761) (2,293,503) (1,015,536) Change in enacted rates 608,064 (58,050) – Share issuance costs and other (828,082) 126,247 49,210 Non-deductible transaction costs 38,776 424,828 2,664,789 Other non-deductible items 1,784,929 432,684 431,176 Tax expense (recovery) $ (1,664,806) $ (963,918) $ (2,510,418) 1 Comprised of the Canadian Federal effective corporate tax rate of 15.0% and blended provincial tax rates. c) Movement in deferred tax balances The significant components of the Company’s deferred income tax asset (liabilities) are as follows: At December Recovery/ Recovery/ Recovery/ At December Property and equipment $ 261,661 $ (195,977) $ – $ 2,575 $ 68,259 Intangible assets (5,012,355) 1,415,370 – 73,801 (3,523,184) Loans and accrued liabilities (1,714,850) 1,471,654 – (1,816) (245,012) Share issuance costs 27,453 25,467 – – 52,920 Foreign exchange – (6,765) – 24 (6,741) Non-capital losses/net operating losses 2,269,186 (887,640) – (18,845) 1,362,701 Total $ (4,168,905) $ 1,822,109 $ – $ 55,739 $ (2,291,057) At December Acquired in Recovery/ Recovery/ Recovery/ (expense) At December Property and equipment $ – $ (376) $ 263,436 $ – $ (1,399) $ 261,661 Intangible assets (5,321,008) (1,136,429) 1,280,692 – 164,390 (5,012,355) Loans and accrued liabilities (1,696,435) – (41,233) 24,000 (1,182) (1,714,850) Share issuance costs – – 27,453 – – 27,453 Foreign exchange (39,533) – 39,533 – – 0 Non-capital losses/net operating losses 3,202,361 – (901,672) – (31,503) 2,269,186 Total $ (3,854,615) $ (1,136,805) $ 668,209 $ 24,000 $ 130,306 $ (4,168,905) d) Deferred tax assets not recognized and tax losses carried forward The Company recognizes deferred tax assets to the extent that it is probable that future taxable profit will be available against which the Company can utilize the benefits of the deductible temporary differences and unused tax losses. Deductible temporary differences and unused tax losses for which a future benefit has not been recognized as a deferred tax asset include the following: Year Ended December 31, 2021 2020 Net operating losses - United States $ 77,415,498 $ 55,395,751 Non-capital losses - Canada 68,018,286 45,619,846 Foreign tax losses 157,602 865,599 Investment tax credits and research and development expenditures 6,603,163 6,603,287 Property and equipment 948,765 753,467 Share issuance costs 6,510,677 1,282,965 Other 2,046,890 1,922,194 $ 161,700,881 $ 112,443,109 The Company has net operating losses of approximately US$60,837,326 and non-capital losses of approximately $70,204,681 (2020: US$44.1 million and $49.6 million) which are available to reduce future year’s taxable income in the United States and Canada, respectively. The net operating losses will start expiring in 2029 while the non-capital losses will start expiring in 2027 if not utilized. The Company has foreign tax losses in various jurisdictions of approximately $2,307,882 (2020 - $1.2 million) which are available to reduce future year’s taxable income in their respective countries. The losses have expiry dates ranging from five years to indefinite life. The investment tax credit balance is $500,000 (2020 - $500,000) which is available to reduce future year’s taxes payable in Canada. The investment tax credits begin to expire in 2022 if not utilized. Management estimates future income using forecasts based on the best available current information. No deferred tax liability has been recognized at December 31, 2021 or December 31, 2020 on temporary differences associated with earnings retained in the Company’s investments in foreign subsidiaries in which it has an equity percentage. The Company is able to control the timing of the reversal of these differences and currently has no plans in the foreseeable future to repatriate any funds in excess of its foreign investment. |
Financial Instruments and Finan
Financial Instruments and Financial Risk Management | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Financial Instruments | NOTE 26 - FINANCIAL INSTRUMENTS a) Classification and measurement of financial assets and liabilities by category The following represents the carrying values of the financial assets and liabilities of the Company and the associated measurement basis for each balance. Financial assets Measurement December 31, 2021 December 31, 2020 Cash and cash equivalents Amortized cost $ 4,588,057 $ 1,110,889 Trade and other receivables 1 Amortized cost 14,329,781 11,224,017 Long-term receivables Amortized cost 740,431 2,536,272 Derivative asset FVTPL — 131,400 $ 19,658,269 $ 15,002,578 Financial liabilities Bank indebtedness Amortized cost $ 3,460,109 $ 976,779 Trade payables and accrued liabilities 1 Amortized cost 12,003,979 12,693,256 Loans and borrowings Amortized cost 13,215,601 13,152,300 Lease liabilities 2 Amortized cost 1,045,472 3,945,076 2019 Debentures - host liability 3 Amortized cost 22,185,170 19,534,988 2021 Debentures - host liability 3 Amortized cost 69,034 — 2021 Debentures embedded derivative FVTPL 41,506 — Warrant liability - business acquisition FVTPL 709,835 710,924 Warrant liabilities - derivatives (Note 15) FVTPL 7,975,137 — Business acquisition payable Amortized cost 1,398,972 2,439,529 Other liabilities Amortized cost — 6,236,415 $ 62,104,815 $ 59,689,267 1 Excludes amounts for indirect taxes, income taxes and contract asset, where applicable. Note 27 describes credit risk associated with trade receivables including reconciliation of expected credit loss allowance. 2 Lease liabilities are not subject to classification in the fair value hierarchy. 3 2019 Debentures (Note 14(a)) and 2021 Debentures host liability (Note 14(b)). Financial instruments not measured at fair value The carrying values of the financial assets and liabilities where the measurement basis is other than FVTPL approximate their fair values due to the immediate or short-term nature of these instruments considering there have been no significant changes in credit and market interest rates since origination date. b) Measurement of fair value The fair value hierarchy establishes three levels to classify the significance of inputs to valuation techniques used in making fair value measurements of all financial assets and liabilities (Note 32(L)). At December 31, 2021 and 2020, there were no financial assets or financial liabilities measured and recognized at fair value on a non-recurring basis subsequent to initial recognition. The Company’s policy for determining when a transfer between levels of the fair value hierarchy occurs is to assess the impact at the date of the event or change in circumstance that could result in the transfer. During the year ended December 31, 2021, subscriptions payable included in other liabilities of $5,285,997 were transferred from Level 2 to Level 3 on issuance of the 2021 Debentures, of which only $110,540 remain at December 31, 2021 (Note 14(b)). There were no other transfers between levels during the year ended December 31, 2021. Valuation methodologies used in the measurement of fair value for Level 2 financial assets and financial liabilities The measurement of Level 2 financial assets and liabilities is made by reference to the inputs used to determine the fair value of each instrument using an appropriate valuation method. The fair value of long-term receivables is based on the present value considering the expected time of collection of the long-term contracts. The fair value of loans and borrowings approximates their carrying value and has been determined by discounting the contractual cash flows using implied yields of obligations with similar credit risk and maturities. The fair value of the host liability for the 2019 Debentures approximates the carrying value and the fair value was initially calculated using a discount rate of 25% for an equivalent, non-convertible loan at the date of issue. The warrant liability associated with a previous business combination is measured based on the amount of cash that is payable in certain circumstances. A portion of other liabilities at December 31, 2020, represent subscriptions payable and the carrying amount of these balances approximates fair value. Valuation methodologies used in the measurement of fair value for Level 3 financial liabilities 2021 Debentures The fair value of the entire financial instrument associated with the 2021 Debentures was determined using a partial differential equation model for convertible debt which considered that the convertible debt consists of two components, each having different default risks. The model calculates the value based on key inputs, which impact the value of the convertible debt including: yield to maturity, principal and coupon payments, share price, exercise price, volatility, term, risk free rates and dividends. The risk adjusted discount rate was applied in determining yield to maturity and this is the most significant unobservable input, and the estimated fair value would increase (decrease) if the risk-adjusted discount rate were lower (higher). The 2021 Debentures include an embedded derivative for the conversion option. The fair value of the embedded derivative was determined using the same methodology as above adjusted for the nature of the instrument. The embedded derivative includes a foreign currency component which reflects the foreign exchange exposure to convert a USD denominated liability to common shares which are denominated in Canadian dollars. The fair value of the embedded derivative was determined first with the residual of the total fair value of the instrument allocated to the host debt. The embedded derivative will be remeasured at each period end with changes in the fair value recognized in the consolidated statements of loss and comprehensive loss. The Company determined that at the initial recognition date, which was the date of issuance of the debentures, that the fair value of the financial instruments was in excess of the transaction price for tranches one through five (i.e., the fair value of the proceeds received) and the fair value of the tranche six financial instrument was equal to the proceeds received. There were fluctuations in the fair value inputs that arose in the period between the closing of tranches one through five of the Offering and the date of the actual issuance of the debenture certificates. As such the difference between the fair value and transaction price was deferred at initial recognition and the deferred difference was recognized as a loss as factors including the passage of time were met which required recognition. The reconciliation of the opening to closing balances associated with the 2021 Debentures is presented in Note 14(b) including fair value changes. The 2021 Debentures were derecognized at July 12, 2021 (with the exception of the US$75,000 principal balance which did not convert) as the instruments were substantially modified, and a new financial liability measured at FVTPL was recognized. The fair value was based on the price of common shares at July 12, 2021 and the warrant value was determined using the Black-Scholes model. These instruments were remeasured directly before conversion to equity. The remaining instruments are warrant liabilities as described following. Warrant liabilities With the exception of the warrant liability associated with a previous acquisition, the fair value of warrant liabilities is measured on a recurring basis using the Black-Scholes model based on the quoted price of the Company’s common stock in an active market, expected volatility, expected life and risk-free rate (Note 15). Business acquisition payable The business acquisition payable consists of contingent consideration payable, the values of which were determined using a discounted cash flow model based on the present value of probability weighted average amount of expected payments discounted at an appropriate discount rate. The reconciliation of the opening to closing balances for Level 3 fair values are presented in Note 18. | |
Financial Instruments and Financial Risk Management | NOTE 16 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT a) Classification and measurement of financial assets and liabilities by category The following represents the carrying values of the financial assets and liabilities of the Company and the associated measurement basis for each balance. Financial assets Measurement basis September 30, 2022 December 31, 2021 Cash and cash equivalents Amortized cost $ 1,712,978 $ 4,588,057 Trade and other receivables 1 Amortized cost 2,616,112 14,329,781 Long-term receivables Amortized cost 207,502 740,431 $ 4,536,592 $ 19,658,269 Financial liabilities Bank indebtedness Amortized cost $ 3,393,082 $ 3,460,109 Trade payables and accrued liabilities 1 Amortized cost 12,206,675 12,003,979 Loans and borrowings Amortized cost 26,882,342 13,215,601 Lease liabilities Amortized cost 7,483,564 1,045,472 2019 Debentures - host liability Amortized cost 23,457,500 22,185,170 2021 Debentures - host liability Amortized cost 83,255 69,034 2021 Debentures embedded derivative FVTPL 6,060 41,506 Warrant liability - business acquisition FVTPL — 709,835 Warrant liabilities - derivatives (Note 12) FVTPL 840,518 7,975,137 Business acquisition payable FVTPL 1,093,021 1,398,972 $ 75,446,017 $ 62,104,815 1 Excludes amounts for indirect taxes, income taxes and contract assets, where applicable. Financial instruments not measured at fair value The carrying values of the financial assets and liabilities where the measurement basis is other than FVTPL approximate their fair values due to the immediate or short-term nature of these instruments considering there have been no significant change in credit and market interest rates since origination date. b) Measurement of fair value The fair value hierarchy establishes three levels to classify the significance of inputs to valuation techniques used in making fair value measurements of all financial assets and liabilities. At September 30, 2022 and December 31, 2021, there were no financial assets and financial liabilities measured and recognized at fair value on a non-recurring The Company’s policy for determining when a transfer between levels of the fair value hierarchy occurs is to assess the impact at the date of the event or change in circumstance that could result in the transfer. During the nine months ended September 30 , 2022 , the warrant liabilities associated with the USD e to Level 1 as these warrants are now measured by reference to the closing price of the traded warrants (Note 12 (b)). There were no other transfers between any of the levels during the nine months ended September 30 , 2022 . Valuation methodologies used in the measurement of fair value for Level 2 financial assets and financial liabilities The measurement of Level 2 financial assets and liabilities is made by reference to the inputs used to determine the fair value of each instrument using an appropriate valuation method. There were no changes in the valuation methodologies from those at December 31, 2021. Valuation methodologies used in the measurement of fair value for Level 3 financial liabilities There were no changes in the valuation methodologies for Level 3 financial liabilities from those at December 31, 2021, except from the transfer from Level 3 to Level 1 described above. The Black-Scholes model remains in use for the warrants issued on conversion of the 2021 Debentures and is based on the quoted price of the Company’s common stock in an active market, expected volatility, expected life and risk-free rate. c) Financial instruments risk There were no significant changes in the Company’s exposure to those risks during the nine months ended September 30, 2022, except for the additional commitments as noted below which impacts liquidity risk and a change to foreign currency risk. Contractual Obligations and Commitments During the nine months ended September 30 , 2022 , the most significant changes in contractual obligations were: (a) the addition of new premise leases with lease obligations for base rent of approximately $10,200,000 and variable lease payments of approximately $8,600,000 , the majority of which were previously included as commitments; (b) new financing of US$15,000,000 (Note 9 (b)) which is classified as non-current , 2022 ; and (c) increase in trade payables and accrued liabilities. Contractual obligations at December 31 , 2021 , have been reduced by normal course payments made during the nine months ended September 30 , 2022 . Foreign currency risk At September 30, 2022, the C$ equivalent carrying amount of the Company’s USD denominated monetary assets and liabilities was $1,140,771 and $32,968,204 , respectively (December 31, 2021 - $14,554,193 and $11,685,160 ) with the majority of the change associated with the Carbon promissory note denominated in USD. Assuming all other variables remain constant, a fluctuation of +/- 5.0 % in the exchange rate between the C$ and USD would impact the net loss for the period by approximately $1,591,372 (December 31, 2021 - $143,452 ). |
Capital And Risk Management
Capital And Risk Management | 12 Months Ended |
Dec. 31, 2021 | |
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Capital And Risk Management | NOTE 27 – CAPITAL AND RISK MANAGEMENT Capital and Risk Management The Company’s objective and polices for managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Company manages its capital structure and makes changes based on economic conditions including the impact of the ongoing pandemic, risks that impact the consolidated operations and future significant capital investment opportunities. In order to maintain or adjust its capital structure, the Company may issue new equity instruments or raise additional debt financing. The Company is exposed to a variety of financial risks by virtue of its activities: liquidity risk, credit risk, interest rate risk and currency risk. The Board of Directors has overall responsibility for the determination of the Company’s capital and risk management objectives and policies while retaining ultimate responsibility for them. The Company’s overall capital and risk management program has not changed throughout the year. It focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on financial performance. Risk management is carried out by the finance department under policies approved by the Board of Directors. The finance department identifies and evaluates financial risks in close cooperation with management. The Company’s risks related to financial instruments and the Company’s strategy to manage risks, are described below. a) Liquidity risk Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due in the normal course of business. The Company generally relies on funds generated from operations and external financing to provide sufficient liquidity to meet expected operating requirements. The Company manages its liquidity risk by monitoring its operating requirements, reducing costs where possible and applying for any available government COVID-19 support to support its business. The Company also engaged in fundraising activities throughout the year. Cash and cash equivalents as at December 31, 2021 were $4,588,057 (December 31, 2020 - $1,110,889). Total working capital deficit increased to $42,108,177 at December 31, 2021 from $13,052,702 at December 31, 2020. Current assets increased by $6,712,207 at December 31, 2021 from December 31, 2020, the majority of which are increases in cash and cash equivalents and trade and other receivables. Current liabilities increased by $35,767,682 at December 31, 2021 from December 31, 2020; however, management anticipates a portion of this amount will not be paid in cash due to the nature of the instruments as detailed in the table following. Liquidity risk has increased during the year ended December 31, 2021, and current liquidity levels are not adequate to fund the working capital deficiency at December 31, 2021. The Company anticipates it will need additional financing to meet its current and future demands and the Company is in the process of securing additional financing; however, a material uncertainty exists that may cast doubt on the Company’s ability to continue as a going concern (Note 2). Maturities of financial liabilities The Company’s carrying values of financial liabilities and the contractual undiscounted cash flows associated with these liabilities broken into relevant maturity grouping based on their contractual maturities are as follows: At December 31, 2021 Undiscounted Contractual Cash Flows Carrying < 1 year 1 – 2 years > 2 years Total Bank indebtedness 1 $ 3,460,109 $ 3,460,109 $ – $ – $ 3,460,109 Trade payables and accrued liabilities 12,421,309 12,421,309 – – 12,421,309 Loans and borrowings 2 13,215,601 11,763,697 786,123 – 12,549,820 Lease liabilities 3 1,045,472 521,506 534,241 179,281 1,235,028 2019 Debentures 22,185,170 24,630,375 – – 24,630,375 2021 Debentures 110,540 7,635 103,073 – 110,708 Warrant liabilities 4 8,880,038 709,835 – – 709,835 Business acquisition payable 1,398,972 1,398,972 – – 1,398,972 $ 62,717,211 $ 54,913,438 $ 1,423,437 $ 179,281 $ 56,516,156 1 No contractual maturity. Excludes interest charged on facility as detailed in Note 13. 2 Includes term loan with a carrying value of $9,275,683 classified as current due to covenant breach. Assuming term loan is repaid in accordance with agreement to maturity, the undiscounted contractual cash flows for loans and borrowings would be $2,933,739, $5,472,193, and $4,143,888 , respectively for the periods presented above. 3 Variable costs due under leases not included in this amount. Minimum payment related to leases which have not yet commenced are not included in this amount. See Note 29. 4 Majority of liability will be settled by issuing common shares of the Company when warrants are exercised during the year. The remaining amount may be settled in cash or common shares of Agnity (Note 15). As at December 31, 2020 Undiscounted Contractual Cash Flows Carrying < 1 year 1 – 2 years > 2 years Total Bank indebtedness $ 976,779 $ 976,779 $ – $ – $ 976,779 Trade payables and accrued liabilities 12,924,256 12,924,256 – – 12,924,256 Loans and borrowings 13,152,300 4,248,351 2,617,443 8,796,757 15,662,551 Lease liabilities 3,945,076 1,131,528 939,108 2,815,695 4,886,331 2019 Debentures 19,534,988 2,350,750 24,629,655 – 26,980,405 Warrant liabilities 710,924 710,924 – – 710,924 Business acquisition payable 2,439,529 1,594,297 845,232 – 2,439,529 Other liabilities 6,236,415 6,003,838 232,577 – 6,236,415 $ 59,920,267 $ 29,940,723 $ 29,264,015 $ 11,612,452 $ 70,817,190 b) Credit risk Credit risk is the risk that a third party might fail to discharge its obligations under the terms of a financial contract. Credit risk is limited to the following instruments and the Company’s maximum exposure to credit risk is the carrying value of the financial assets (Note 26(a)). The Company is mainly exposed to credit risk from credit sales. Management of the Company monitors the creditworthiness of its customers by performing background checks on all new customers. Further, management monitors the frequency of payments from ongoing customers and performs frequent reviews of outstanding balances. The Company considers that there has been a significant increase in credit risk when contractual payments are more than 90 days past due. Provisions for outstanding balances are established based on forward-looking information and revised when there are changes in circumstances that would create doubt over the receipt of funds. Such reviews are conducted on a continued basis through the monitoring of outstanding balances as well as the frequency of payments received. Accounts receivable amounts are completely written off once management determines the probability of collection to be remote. Trade and other receivables, unbilled revenue and long-term receivables are from individual customers and are not assessed based on external credit rating agencies. The Company uses a provision matrix to measure the lifetime expected credit loss (“ECL”) of these balances. Receivables are grouped based on similar credit risk profiles and days past due. Loss rates are based on actual credit loss experience and reflect the forward looking conditions over the expected life of the receivable. As of December 31, 2021, substantially all of the Company’s trade receivables were outstanding for less than 60 days and a loss rate of 1% was applied in determining the ECL. The majority of the ECL is based on specific provisions related to specific customers. The movement in the ECL allowance related to trade receivables and long-term receivables was as follows (Note 6): December 31, 2021 December 31, 2020 Beginning balance $ 606,030 $ 382,901 Increase in loss allowance 1,162,537 443,961 Amounts written off during the year as uncollectible (65,930 ) (220,832 ) Effects of movement in exchange rates 4,581 – Total $ 1,707,218 $ 606,030 c) Market risk Market risk is the risk that changes in market prices such as interest rates or foreign exchange rates will affect the Company’s results or value as a result of holding these financial instruments. The object of market risk management is to manage and control market risk exposures within acceptable parameters given the nature of the business. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its credit facility and as this instrument is subject to variable rate interest. Management does not believe interest rate risk is currently material to its business. Foreign currency risk Currency risk is the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign currency rates and the degree of volatility of these rates. The Company conducts its business in the regions of Canada, Asia-Pacific, the United States and Europe, the Middle East and Africa, which gives rise to exposure to markets from changes in foreign currency rates. Currently, the Company does not use derivative instruments or other measures to reduce its exposure to foreign currency risk. At December 31, 2021, the C$ equivalent carrying amount of the Company’s USD denominated monetary assets and liabilities was $14,554,193 (December 31, 2020 - $8,291,005) and $11,685,160 (December 31, 2020 - $16,398,521), respectively. Assuming all other variables remain constant, a fluctuation of +/- 5.0% in the exchange rate between C$ and USD would impact the net loss for the period by approximately $143,452 (December 31, 2020 - $405,376). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
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Related Party Transactions | NOTE 28 – RELATED PARTY TRANSACTIONS The Company’s related parties includes its subsidiaries and key management personnel. During its normal course of operations, the Company enters into transactions with its related parties for goods and services that are measured at the amount exchanged. Key management personnel compensation Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company defines key management personnel as key officers and directors. For the years ended December 31, 2021 2020 2019 Salaries, management and directors’ fees $ 1,613,502 $ 1,683,015 $ 1,460,296 Share-based payments 432,098 628,019 388,398 Total $ 2,045,600 $ 2,311,034 $ 1,848,694 Other related party balances and transactions 1 December 31, 2021 December 31, 2020 Due to principal owner of Agnity 2 $ 234,278 $ 813,023 Due to officer of Company for working capital loan 2 30,796 33,205 Due to key management personnel 2 121,852 116,091 Due to Agnity Communications Private Ltd. 3 1,111,521 1,138,630 Loan due to former shareholder of CSA 4 335,860 318,428 Amount due to related parties $ 1,834,307 $ 2,419,377 1 Unless otherwise noted, all amounts due are unsecured, non-interest bearing and due on demand. 2 Included in trade accounts payable and accrued liabilities on the consolidated statements of financial position. 3 Associated with consulting services paid to a company partially owned by the principal owner of Agnity. Consulting services were $3,765,201 for the year ended December 31, 2021 (December 31, 2020 - $2,532,550; December 31, 2019 - $1,630,119). Balance due included in trade accounts payable and accrued liabilities on the consolidated statements of financial position. 4 Included in loans and borrowings (Note 12) on the consolidated statements of financial position. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
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Commitments And Contingencies | NOTE 29 – COMMITMENTS AND CONTINGENCIES Commitments The Company has the following minimum payments for contractual commitments that are not recognized as liabilities at December 31, 2021, which are disclosed in Note 27(a) - Risk Management, Liquidity Risk Undiscounted Contractual Cash Flows < 1 year 2 - 3 years 4 - 5 years More than 5 Total Variable lease payments 1 $ 396,719 $ 477,562 $ 125,275 $ 12,999 $ 1,012,555 Lease payments related to leases which have not yet commenced 2 104,702 2,589,330 2,762,597 12,636,454 18,093,083 $ 501,421 $ 3,066,892 $ 2,887,872 $ 12,649,453 $ 19,105,638 1 Variable lease payments associated lease liabilities (Note 8). 2 In October 2021, the Company executed a 12-year lease for office space in Calgary, Alberta. Basic rent and estimated common expense payments commence in December 2022, preceded by a fixturing period which the Company will use to build out the space. The Company will receive a tenant improvement allowance which is expected to cover the majority of the costs. Contingencies The Company may be party to legal proceedings and claims that arise in the ordinary course of business as either a plaintiff or defendant. The Company analyzes all legal proceedings and the allegations therein. The outcome of any proceedings, either individually or in the aggregate, is not expected to have a material adverse effect on the Company’s financial position, results of operations or liquidity. |
Other Income _ Expense
Other Income / Expense | 9 Months Ended |
Sep. 30, 2022 | |
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Other Income / Expense | NOTE 17 - OTHER INCOME / EXPENSE a) Finance Costs Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Interest on loans and borrowings $ 786,061 $ 247,525 $ 1,917,618 $ 781,033 Interest on convertible debentures 609,756 1,320,886 3,064,106 4,426,119 Interest on lease liabilities 108,031 70,899 309,448 225,753 Transaction costs expensed 115,856 76,324 364,501 530,898 Other finance costs (income) (18,566 ) (3,199 ) 34,095 (68,855 ) Total finance costs $ 1,601,138 $ 1,712,435 $ 5,689,768 $ 5,894,948 b) Fair value (gain) loss on derivatives Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Gain on warrant liability remeasurement 1 $ (2,359,935 ) $ (280,177 ) $ (7,359,015 ) $ (280,177 ) Gain on embedded derivatives 2 (4,122 ) 372,115 (36,641 ) (791,944 ) Loss on substantial modification and conversion — 8,571,881 — 8,571,881 Deferred charge loss 2 — — — 1,615,102 Total fair value (gain) loss on derivatives $ (2,364,057 ) $ 8,663,819 $ (7,395,656 ) $ 9,114,862 1 Unrealized change in fair value (Note 12). 2 Associated with the 2021 Debentures. Transactions detailed in the 2021 Annual Financial Statements. c) Other income Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Government assistance 1 $ — $ (1,612,053 ) $ (637,942 ) $ (3,729,796 ) Government loan forgiveness — (787,699 ) — (1,086,781 ) Derecognition of contingent consideration (368,806 ) (1,973 ) (368,806 ) (574,235 ) Fair value adjustment to royalty receivable 2 (3,394,455 ) — (3,394,455 ) — Loss on deconsolidation of subsidiary 2 210,488 — 210,488 — Other (117,537 ) (4,809 ) (141,887 ) (81,030 ) Total other income $ (3,670,310 ) $ (2,406,534 ) $ (4,332,602 ) $ (5,471,842 ) 1 Majority of government assistance are grants from the Canadian Government for wage and rental subsidies. 2 See Note 15. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Supplemental Cash Flow Information | NOTE 18 – SUPPLEMENTAL CASH FLOW INFORMATION a) Changes in non-cash Nine months ended September 30, 2022 2021 Trade and other receivables decrease (increase) $ 3,776,478 $ (3,424,370 ) Long-term receivables decrease 533,888 1,910,730 Prepaid expenses and other assets (increase) (78,345 ) (528,557 ) Trade payables and accrued liabilities increase (decrease) 2,423,149 (438,927 ) Deferred revenue increase 1,590,644 132,553 Increase (decrease) in working capital $ 8,245,814 $ (2,348,571 ) b) Changes in liabilities arising from financing activities Nine months ended September 30, 2022 2021 Balance of loans, borrowings and PPP loans, beginning of period $ 13,215,601 $ 14,102,718 New advances 25,261,685 7,964,784 Repayments of principal (10,446,351 ) (7,765,764 ) Repayments of interest (1,732,966 ) (665,097 ) Liability related items Forgiveness of PPP Loans 1 — (965,871 ) Finance fees paid (300,707 ) — Non-cash Accretion of interest and debt issuance costs 1,598,734 663,880 Loss on debt modification 161,698 — Benefit from below market interest rate — (117,482 ) Deconsolidation of subsidiary 2 (2,803,315 ) — Foreign exchange and other 1,927,963 100,213 Balance of loans, borrowings and PPP loans, end of period $ 26,882,342 $ 13,317,381 1 Paycheck Protection Plan (“PPP”) loans as described in the 2021 Annual Financial Statements. 2 See Note 15 c) Non-cash Nine months ended September 30, 2022 2021 Non-cash 1 $ 1,278,671 $ 2,289,481 Addition of right-of-use 2 6,874,258 — Addition to lease liabilities 2 6,758,036 — Non-cash — 294,894 1 Associated mainly with convertible debentures. 2 Associated mainly with Calgary lease described in Note 6 and one other new lease in the nine months ended September 30, 2022. | NOTE 30 – SUPPLEMENTAL CASH FLOW INFORMATION a) Changes in non-cash working capital 2021 2020 2019 Trade and other receivables (increase) $ (3,342,737) $ (2,006,780) $ (169,896) Long-term receivables decrease (increase) 1,682,646 (924,625) (3,662,207) Prepaid expenses and other assets decrease (increase) (591,737) (1,119,123) 150,991 Trade payables and accrued liabilities (decrease) increase (782,561) 2,513,477 1,102,361 Deferred revenue increase 1,045,868 632,839 447,511 Decrease in working capital $ (1,988,521) $ (904,212) $ (2,131,240) b) Changes in liabilities arising from financing activities 2021 2020 2019 Balance of loans, borrowings and PPP loans, beginning of year $ 14,102,718 $ 13,973,055 $ 78,285 New advances 10,664,916 8,726,766 16,539,700 Repayments of principal (9,781,554) (9,011,638) (6,787,528) Repayments of interest (757,950) (642,809) (500,413) Liability assumed – – 2,904,355 Liability related items Assumption of loans in business combination – 371,609 1,339,546 Forgiveness of PPP Loans (1,835,237) (124,507) – Finance fees paid (191,310) – Non-cash related items Accretion of interest and debt issuance costs 869,567 959,058 445,762 Loss on debt modification 138,908 – – Foreign exchange and other 5,543 (148,816) (46,652) Balance of loans, borrowings and PPP loans, end of year $ 13,215,601 $ 14,102,718 $ 13,973,055 c) Non-cash investing and financing activities For the years ended December 31, 2021 2020 2019 Value of shares issued in business combination $ – $ 8,186,620 $ 13,320,000 Value of shares issued on conversion of 2021 Debentures 14(b) $ 14,436,728 $ – $ – Value of share issued on conversion of 2019 Debentures $ – $ 50,000 $ – Value of shares issued on AirFusion asset acquisition $ – $ 820,000 $ – Settlement of liabilities through issuance of common shares or RSUs $ – $ 143,002 $ 84,252 Non-cash accretion of interest included in finance cost $ 3,015,294 $ 2,145,706 $ 909,158 Non-cash broker warrants compensation 19(b) $ 294,894 $ – $ – Non-cash underwriter warrants compensation 19(b) $ 162,947 $ – $ – Non-cash warrants consideration associated with credit facility $ 195,066 $ – $ – Shares issued to extinguish the loan from Flow Capital $ – $ – $ 606,495 Addition to right-of-use assets $ – $ 599,861 $ 468,703 Addition to lease liabilities $ – $ 599,861 $ 586,000 |
Events After The Reporting Peri
Events After The Reporting Period | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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Events After The Reporting Period | NOTE 19 – EVENTS AFTER THE REPORTING PERIOD a) Loans and Borrowings - Change to Term Loan On October 13, 2022 Under the Amendment, the parties agreed to extend the deadline of the repayment of the remainder of the principal and interest due under the Accommodation Agreement from October 31, 2022 to November 15, 2022 in addition to the payment of an accommodation fee by the Company to Fiera. The Accommodation Agreement was also amended to increase the interest rate charged from 9.5% to 11.5% effective October 15, 2022. The Company paid a total of $15,800 in accommodation fees on October 18, 2022. On November 14, 2022, the parties agreed to an additional extension to the repayment of all outstanding accrued interest to November 18, 2022 and to the repayment of all outstanding principal to November 30, 2022, in addition to the payment of an accommodation fee of $15,800. b) Issuance of Unsecured Notes On October 31, 2022, the Company entered into an arrangement to receive an unsecured non-convertible y $ (US$ ) (the “Unsecured Loan”). The Unsecured Loan will mature on June 30, 2023, and bear interest at 15% per annum. As of November 14, 2022, the Company has received $ ross proceeds. c) Cloud Service Purchase Agreement On October 17, 2022, the Company entered into an agreement to purchase cloud services US US US months. 21 | Notes to the Condensed Consolidated Interim Financial Statements | NOTE 31 – EVENTS AFTER THE REPORTING PERIOD a) Financing of Electric Vehicle Development Projects In conjunction with the Company’s agreements to provide AssetCare solutions to optimize Electric Vehicle (“EV”) charging efficiency at auto dealerships in the states of New York and California, on March 28, 2022, a subsidiary of the Company executed a promissory note with the Noteholder in the aggregate principal amount of US$15,000,000 (the “Note”). The initial principal amount of US$5,000,000 (the “Loan”) was funded on April 1, 2022 and an additional US$10,000,000 was funded on May 5, 2022. The Loan matures on March 31, 2025, with 10% per annum interest payable monthly in arrears in USD. The Loan may not be prepaid unless authorized by the lender and is unsecured until certain conditions are met. The Loan contains representations, warranties and covenants which must be complied with to avoid an event of default which will allow the lender to demand repayment and increase the interest rate to 18%, amongst other implications. The use of proceeds of is solely for the development of the Company’s EV dealership projects. In addition to the Loan, the Note requires certain income based payments, including sharing on a 50/50% basis, all EV, solar and carbon reduction related tax credits and incentives, be made from the borrower to the lender based on income resulting from this project over the term of the 20-year EV dealership projects. The Note is subject to change of control provisions and right of first refusal provisions for additional financing related to the EV projects. On May 5, 2022, the Company, Carbon and Fiera executed a Subordination and Postponement Agreement (the “Subordination Agreement”), whereby the parties agreed that the security previously held by Fiera would be subordinate to the security to be granted to Carbon commencing on the date of the agreement. The security granted to Carbon means the EV Dealership Projects and to the extent related to the EV Dealership projects, all accounts, equipment and machinery, contracts and contract rights, including contracts with auto dealerships, inventory, cash and proceeds, rent and profits for each of the preceding. b) Loans and Borrowings – Change to Term Loan On May 5, 2022, the Company and Fiera executed an Accommodation Agreement (the “Accommodation Agreement”) and the parties agreed that a portion of the outstanding principal amount under the term loan would be paid in addition to a prepayment penalty and accommodation fee. The Company paid a total of $2,044,086 on May 6, 2022. The parties also agreed that the remainder of the principal and interest due under the loan would be paid on or before October 31, 2022 (the “Repayment Date”). The term loan was amended to increase the interest rate charged from 6.85% to 9.5% effectively immediately and clarified that the Company is not required to maintain the financial covenants set out in the November 9, 2021 amending agreement. The Company may be required to repay the loan before the Repayment Date if the Company is in default or breach of the Accommodation Agreement. As part of the Accommodation Agreement, Fiera signed an agreement, whereby Fiera’s security is subordinate to the security granted to Carbon. There are no financial covenants under the Accommodation Agreement and the Company is no longer required to maintain the previous financial covenants. c) Warrant activity On February 15, 2022, the Company’s warrants associated with the USD equity offering described in Note 15(b), commenced trading under the symbol MCLDW (Notes 1 and 15). On January 17, 2022, the Company issued warrants to ATB to purchase an equivalent number of common shares of the Company and the warrant liability of $195,066 described in Note 15(c) was derecognized with an offsetting credit to contributed surplus for the value assigned to the warrants. d) Loss of control of subsidiary On July 29, 2022, the Company entered into a Technology Continuation Agreement (the “Technology Continuation Agreement”) with Agnity, which replaced the Royalty Agreement, as amended, executed between the parties in April 2019. Under the terms of the Technology Continuation Agreement, the Company received a payment on July 29, 2022 of approximately US$6.0 million which includes amounts to settle the net receivable due from Agnity for advances, net of services received. Concurrent with the signing of the Technology Continuation Agreement, a third party acquired all of the outstanding shares in Agnity from its shareholder. As a result of these events, the Company no longer has the right to nominate the majority of the members of the Operations Committee and no longer has control of Agnity. As a result of the loss of control, effective as of July 29, 2022, the Company will no longer include any of Agnity’s operating results in mCloud’s financial statements and Agnity will no longer be consolidated. e) Contract modification revenue reversal In April, 2022, the Company agreed to cancel a multi-year customer contract for which services had been performed in prior periods, resulting in a contract modification. As a result, revenue totalling $2,571,676 which was recorded in prior periods was reversed during the six months ended June 30, 2022. Of this amount, $2,037,014 is associated with the AssetCare Initialization service line and $534,662 is associated with the AssetCare Solutions service line. f) Share capital and equity awards On June 30, 2022, 19,318 warrants with an exercise price of $15.00 expired unexercised. On July 6, 2022, 525,114 warrants with an exercise price of $14.25 expired unexercised. On July 29, 2022, the Company granted an aggregate amount of 161,300 stock options and 151,550 RSU’s under the Company’s equity incentive plan. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Significant Accounting Policies | NOTE 32 – SIGNIFICANT ACCOUNTING POLICIES The Company has consistently applied the following accounting policies to all periods presented in these consolidated financial statements. A. Basis of Consolidation The consolidated financial statements include the financial statements of the Company and all its subsidiaries as at December 31, 2021. Control exists over an investee when the Company is exposed, or has rights, to variable returns from its investee and has the ability to affect those returns through its power over the investee. Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control. Unless otherwise stated, the subsidiaries have share capital consisting solely of ordinary shares and the proportion of ownership interests held equals the voting rights held by the entity. Subsidiaries The Company’s principal subsidiaries include the following entities many of which have 100% ownership in other entities. The Company directly and indirectly owns 100% of all subsidiaries except for the Agnity group of companies. While the Company does not have an ownership interest in the Agnity entities, the Company controls them and as such the financial results are consolidated into the Company’s consolidated financial statements. Principle Place of Functional mCloud Technologies Corp. Parent company Canada CDN $ mCloud Technologies (USA) Inc. Operations United States USD $ mCloud Technologies (Canada) Inc. Operations Canada CDN $ Field Diagnostic Services, Inc. (“FDSI”) Operations United States USD $ Construction Systems Associates, Inc. (“CSA”) Operations United States USD $ mCloud Technologies Services Inc. (“MTS”) Operations Canada CDN $ NGRAIN (Canada) Corporation (“NGRAIN”) Operations Canada CDN $ kanepi Group Pty. Ltd. Operations Australia AUD $ kanepi Services Pty. Ltd. Operations Australia AUD $ mCloud Technologies Singapore Pte. Ltd. Operations Singapore SGD $ mCloud Corp (HK) Ltd. Operations China RMB ¥ mCloud Technologies (Saudi Arabia) Operations Saudi Arabia SAR $ Agnity Global, Inc. (“Agnity”) Operations United States USD $ Agnity Communications, Inc. (“ACI”) Operations United Stated USD $ Agnity Healthcare, Inc. (“AHI”) Operations United States USD $ When the Company loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary and any related non-controlling interests and other components of equity. Any resulting gain or loss is recognized in net income (loss). Any interest retained by the former subsidiary is measured at fair value when control is lost. All intercompany transactions, balances, revenues and expenses have been eliminated on consolidation. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Company. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable. Non-controlling interests Non-controlling interests arise from business combinations in which the Company acquires less than 100% ownership interest. Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit or loss and net assets that is not attributable to the common shareholders of the Company. The entire portion of the Agnity operations is a non-controlling interest. The interests of the non-controlling shareholders are initially measured at either fair value or at the non-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets. Any subsequent income/loss, dividends and foreign translation adjustments attributable to the non-controlling interests is recognized as part of the non-controlling interests’ income or equity. When changes in ownership interests are disproportionate to cumulative contributions, distributions and income (loss) allocations, non-controlling interest are adjusted through direct charges to equity. The Company attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests. Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Business combinations Acquisitions of subsidiaries and assets that meet the definition of a business under IFRS are accounted for using the acquisition method. The consideration transferred in the acquisition is measured at acquisition date fair value. The identifiable assets acquired and liabilities assumed that meet the conditions for recognition under IFRS 3 Business Combinations If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted retrospectively during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. The measurement period is the period from the date of acquisition to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date up to a maximum of one year. Any contingent consideration is measured at fair value at the acquisition date. If contingent consideration that meets the definition of a financial instrument is classified as equity, it is not remeasured and its subsequent settlement is accounted for within equity. Other contingent consideration is remeasured at fair value at each reporting date with changes in fair value recognized in profit or loss. B. Foreign currency Functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of the parent company and its material subsidiaries are presented in the table in Note 32(A). These consolidated financial statements are presented in Canadian dollars. Foreign currency transactions Presentation currency translations C. Revenue recognition The Company’s revenues are derived from the sales of perpetual software licenses, subscriptions to AssetCare, installation and engineering services, hardware and post contract support and maintenance (“PCS”). Revenue from the sale of hardware and perpetual software licenses is recognized at the point in time when control is transferred to the customer, generally upon delivery at the customer’s location. Installation services involve the installation and implementation of energy efficient hardware, perpetual software licenses and IoT connections which feed information to the AssetCare platform. Engineering services include consulting, implementation and integration services entered into either on a time and materials basis or fixed fee basis. Revenue from installation and engineering services is recognized overtime, using an input method based on direct labour hours to measure progress towards complete satisfaction of the service. Revenues from PCS and subscriptions to the AssetCare platform are recognized ratably overtime over the term of the PCS or subscription. Any amounts received for which performance obligations have not been completed are recognized as deferred revenue. The Company’s contracts often include a number of promised goods or services, which are typically distinct from other performance obligations, and are therefore accounted for separately. A good or service is distinct if the customer can benefit from it on its own or together with other readily available resources, and the Company’s promise to transfer the good or service is separately identifiable from other promises in the contractual arrangement with the customer. In determining the transaction price of a contract with a customer, the Company considers the effects of variable consideration, existence of a significant financing component, non-cash consideration, and any consideration payable to the customer. The total transaction price is allocated to each performance obligation on a relative stand-alone selling price (“SSP”) basis, representing the selling price as if it was sold separately. This is a formal process involving judgement which could impact the timing of recognized revenue. In most cases, the SSP is based on observable data. Where possible, a narrow SSP range for each product and service is established and this range is assessed on a periodic basis or when material changes in facts and circumstances warrant a review. If the SSP is not directly observable, the amount is estimated using either the expected cost plus a margin or residual approach. The SSP for perpetual software licenses is highly variable and therefore the Company applies the residual approach, which determines the SSP by subtracting the SSP of hardware, installation and other services in the contract from the total transaction price. Long-term contracts The Company enters into multi-year contracts with some customers for goods and services. Under the terms of these contracts, the customer is billed an equal monthly amount over the term of the contract. Revenue is recognized as performance obligations are completed, generally with a significant portion of the transaction price being recognized at the beginning of the contract based on the calculated SSP for performance obligations that are satisfied at the point in time at which goods are delivered to customers. The remainder of the revenue is recognized over the life of the contract over time or as services are completed. D. Financial Instruments i. Recognition and initial measurement On initial recognition, all financial assets and liabilities are classified and recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as at fair value through profit or loss (“FVTPL”). Cash and bank indebtedness Cash is held in bank accounts. The Company considers only those investments that are highly liquid, readily convertible to cash with original maturities of three months or less at date of purchase as cash equivalents. Bank indebtedness consists of bank overdrafts and draws from the credit facility account repayable on demand for cash management purposes. ii. Classification and subsequent measurement Financial Assets On initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income; or fair value through profit or loss, depending on the business model in which a financial asset is managed and its contractual cash flow characteristics. Financial assets that do not meet the below classifications are classified as fair value through profit or loss. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL: • it is held within a business model whose objective is to hold assets to collect contractual cash flows; and • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A financial asset is measured at fair value through other comprehensive income if it meets both of the following conditions and is not designated as at FVTPL: • it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial Liabilities Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative, or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in net income (loss). When a financial liability is non-substantially modified, a gain or loss is recognized into net income (loss). The gain or loss is calculated at the date of modification as the difference between the remaining original contractual cash flows and the modified cash flows both discounted at the original effective interest rate. Any costs associated with the modified loan is added to the loan carrying amount and amortized over the remaining modified loan term. The carrying amount of the loan is revised to reflect the new cash outflows at the date of modification. iii. Derecognition of financial assets and liabilities Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or the Company transfers the rights to receive the contractual cash flow in a transaction in which substantially all the risks and rewards of ownership have been transferred. A financial liability is derecognized when its contractual obligations are discharged, cancelled or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non- cash assets transferred or liabilities assumed) is recognized in net income (loss). iv. Impairment of non-derivative financial assets The Company applies an expected credit loss (“ECL”) impairment model, which applies to financial assets measured at amortized cost, contract assets, lease receivables, and financial guarantee contracts. The ECL model results in an allowance for credit losses being recorded on financial assets regardless of whether there has been an actual loss event. Except for trade receivables, the ECL model requires the recognition of credit losses based on 12 months of expected losses for financial assets and the recognition of lifetime expected losses on financial assets that have experienced a significant increase in credit risk since origination or which are considered credit impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. ECL’s are probability-weighted estimates of credit losses. Credit losses are measured as the present value of all cash shortfalls representing the difference between the cash flows due to the entity in accordance with the contract and the cash flow an entity expects to receive. The Company has elected to measure loss allowances for trade receivables at an amount equal to lifetime ECL’s. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information analysis, based on the Company’s historical experience and including forward looking information. Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a portion or the full amount. The Company assesses the timing of write-offs based on whether there is a reasonable expectation of recovery. Impairment losses related to trade and other receivables are presented within general and administrative expenses. E. Property and equipment Property and equipment are recorded at cost, less accumulated depreciation and accumulated impairment losses, if any. Cost includes expenditures that are directly attributable to the acquisition of the asset. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows: Life Computer equipment 2 -5 years Office furniture and equipment 7 years Leasehold improvements lesser of useful lives or lease term The estimated useful lives and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. Repairs and maintenance costs that do not improve or extend productive life are recognized in profit or loss in the period in which the costs are incurred. F. Intangible assets and goodwill Intangible assets Intangible assets acquired separately Intangible assets patents and trademarks, customer relationships and technology, all of which have a finite life. Intangible assets acquired separately are measured on initial recognition at cost and intangible assets acquired in a business combination are recognized at fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and intangible assets are recognized in profit or loss as incurred. Intangible assets are amortized over their estimated useful lives, on a straight-line basis, as follows: Life Patents and trademarks 5 - 15 years Customer relationships 5 - 20 years Technology 5 years Amortization methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if required on a prospective basis. An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized. Internally generated intangible assets Expenditures on research activities are recog Internally-generated intangible assets arising from development or from the development phase of an internal project are recognized if all of the following factors have been demonstrated: • Technical feasibility of completing the intangible asset results in the intangible asset being available for use or sale; • There is an intention to complete the intangible asset and use or sell it; • There is an ability to use or sell the intangible asset; • Evidence to suggest how the intangible asset will generate probable future economic benefits; • There is availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and, • An ability to reliably measure the expenditure(s) attributable to the intangible asset during its development exists. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Where no internally-generated intangible asset can be recognized, development expenditures are recognized in profit or loss in the period in which it is incurred. Goodwill Goodwill, representing the excess of the consideration paid for entities acquired over the fair values of the assets acquired and liabilities assumed, is initially measured at cost and is not amortized. After initial recognition, goodwill is measured at cost less any accumulated impairment losses and is tested annually for impairment. For the purpose of impairment testing, goodwill is allocated to each of the Company’s cash-generating units that are expected to benefit from the synergies of the business combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the cash generating unit. The recoverable amount is the greater of an asset’s fair value less costs of disposal or its value in use. In determining fair value less costs of disposal, recent market transactions are considered or an appropriate valuation model is used. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. Any impairment loss for goodwill is recognized directly in profit or loss in the consolidated statements of loss on comprehensive loss. Goodwill impairments are not reversed. Management evaluates goodwill for impairment annually as of December 31 unless impairment indicators exist at another reporting date. On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. G. Impairment of non-financial assets The carrying amount of property and equipment and intangible assets with a finite life are reviewed each reporting period to determine whether events or changes in circumstances indicate that their carrying amounts may not be recoverable. Intangible assets with an indefinite life are reviewed and tested on an annual basis or whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal or its value in use. To assess value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal recent market transactions are considered or an appropriate valuation model is used. To assess impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows (cash-generating units). For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. H. Leases i. Recognition and initial measurement as a lessee At the commencement date of a lease, the Company recognizes a right-of-use asset and a lease liability for all leases except leases of low-value assets and leases with a duration of 12 months or less. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A lease is defined as a contract, or part of a contract, that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company determines whether, throughout the period of use, it has the right to obtain substantially all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. The Company reassesses whether a contract is, or contains, a lease only if the terms and conditions of the contract are changed. Lease liabilities are initially measured at the present value of unpaid lease payments at the commencement date of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise the following: • fixed payments (including in-substance fixed payments), less any lease incentives receivable; • variable lease payments that depend on an index or a rate (such as CPI), initially measured using the index or rate as at the commencement date; • amounts expected to be payable by the Company under residual value guarantees; • exercise price of a purchase option if the Company is reasonably certain to exercise that option; and • payments of penalties for terminating the lease, if the lease term reflects the Company exercising an option to terminate the lease. Variable rent payments that are not based on an index or rate, including additional rent for operating costs and taxes and non-recoverable goods and services tax, are recognized as rent expense, within general and administrative expense or direct costs, as incurred. Lease payments for short-term leases and leases of low-value assets are recognized as rent expense on a straight-line basis over the lease term. Right-of-use assets are initially measured at cost comprised of the initial lease liability adjusted for any lease payments made at or before commencement of the lease, plus initial direct costs incurred less lease incentives received. ii. Classification and subsequent measurement as a lessee Subsequent to the commencement date of the lease, the lease liability is measured at amortized cost using the effective interest method. The lease liability is remeasured by discounting the revised lease payments using a revised discount rate when there is a change in the lease term or there is a change in the assessment of an option to purchase the underlying asset. The lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate when there is a change in the amounts expected to be payable under a residual value guarantee or there is a change in future lease payments resulting from a change in an index or a rate used to determine variable payments. Upon remeasurement of a lease liability, a corresponding adjustment to the right-of-use asset is recognized. Subsequent to the commencement date of the lease, the Company measures the right-of-use asset at cost, less accumulated depreciation, and any accumulated impairment losses, and adjusted for any remeasurement of the lease liability. The right-of-use asset is depreciated using the straight-line method from the commencement date of the lease to the earlier of the end of the useful life of the underlying asset and the end of the lease term. The Company assesses its right-of-use assets for impairment and accounts for identified impairment losses similar to its assessment of impairment on other property and equipment. Refundable security deposits are classified as financial assets measured at amortized cost and included in current other receivables or other non-current assets. Tenant improvement allowances are recognized as a reduction in the costs of the associated leasehold improvement assets. The Company has taken the practical expedient not to assess whether rent concessions arising as a result of COVID-19 are lease modifications. These rent concessions are in the form of rent deferrals and there is no change to the amount recognized in profit or loss as a result of these changes. I. Government grants Government grants are assistance by government agencies in the form of transfers of resources to an entity in return for past or future compliance with certain conditions related to the operating activities of the entity. Government grants are recognized where there is reasonable assurance that the grant will be received, and the Company will comply with all attached conditions. Government grants related to costs are deferred, if applicable, and recognized gross in profit or loss on a systematic basis in the periods in which the expenses are recognized. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. Government loans are analyzed to determine whether they qualify as grants or are required to be treated as financial liabilities. J. Provisions Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where appropriate, the future cash flow estimates are adjusted to reflect risks specific to the liability. Provisions are measured using managements best estimate as to the outcomes, based on known facts, risks and uncertainties at the reporting date. Contingent liabilities are possible obligations whose existence will only be confirmed by future events not wholly within the control of the Company. Contingent liabilities are not recognized in the consolidated financial statements but are disclosed unless the possibility of an outflow of economic resources is considered remote. K. Share related items Stock options The Company grants stock options to employees, directors, officers, and consultants. The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in equity. The fair value is measured for each tranche at grant date and is recognized on a graded-vesting basis over the period during which the options vest. Stock options granted to non-employees are measured at the fair value of the goods or services received except where the fair value cannot be estimated, in which case it is measured at the fair value of the equity instrument granted. The fair value of the share-based compensation to non-employees is periodically re-measured until counterparty performance is complete, and any change therein is recognized over the period and in the same manner as if the Company had paid cash instead of paying with stock options. The fair value of options is determined using the Black-Scholes option pricing model which incorporates all the market vesting conditions. The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Expected forfeitures are estimated at the date of grant and subsequently adjusted if further information indicates actual forfeitures may vary from the original estimate. The impact of the revision of the original estimate is recognized in net loss such that the cumulative expense reflects the revised estimate. Upon exercise of stock options, consideration received on exercise of these equity instruments is recorded as share capital and the related share-based payment reserve is transferred to share capital. Restricted share units The Company grants RSU’s to directors, employees and consultants which are measured at fair value based on the closing price of the Company’s common shares for the day preceding the date of the grant. The fair value of the grant is recognized as a share-based payment expense over the vesting period with a corresponding charge to contributed surplus. Common shares of the Company are issued on |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Basis of Consolidation | A. Basis of Consolidation The consolidated financial statements include the financial statements of the Company and all its subsidiaries as at December 31, 2021. Control exists over an investee when the Company is exposed, or has rights, to variable returns from its investee and has the ability to affect those returns through its power over the investee. Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control. Unless otherwise stated, the subsidiaries have share capital consisting solely of ordinary shares and the proportion of ownership interests held equals the voting rights held by the entity. Subsidiaries The Company’s principal subsidiaries include the following entities many of which have 100% ownership in other entities. The Company directly and indirectly owns 100% of all subsidiaries except for the Agnity group of companies. While the Company does not have an ownership interest in the Agnity entities, the Company controls them and as such the financial results are consolidated into the Company’s consolidated financial statements. Principle Place of Functional mCloud Technologies Corp. Parent company Canada CDN $ mCloud Technologies (USA) Inc. Operations United States USD $ mCloud Technologies (Canada) Inc. Operations Canada CDN $ Field Diagnostic Services, Inc. (“FDSI”) Operations United States USD $ Construction Systems Associates, Inc. (“CSA”) Operations United States USD $ mCloud Technologies Services Inc. (“MTS”) Operations Canada CDN $ NGRAIN (Canada) Corporation (“NGRAIN”) Operations Canada CDN $ kanepi Group Pty. Ltd. Operations Australia AUD $ kanepi Services Pty. Ltd. Operations Australia AUD $ mCloud Technologies Singapore Pte. Ltd. Operations Singapore SGD $ mCloud Corp (HK) Ltd. Operations China RMB ¥ mCloud Technologies (Saudi Arabia) Operations Saudi Arabia SAR $ Agnity Global, Inc. (“Agnity”) Operations United States USD $ Agnity Communications, Inc. (“ACI”) Operations United Stated USD $ Agnity Healthcare, Inc. (“AHI”) Operations United States USD $ When the Company loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary and any related non-controlling interests and other components of equity. Any resulting gain or loss is recognized in net income (loss). Any interest retained by the former subsidiary is measured at fair value when control is lost. All intercompany transactions, balances, revenues and expenses have been eliminated on consolidation. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Company. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable. Non-controlling interests Non-controlling interests arise from business combinations in which the Company acquires less than 100% ownership interest. Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit or loss and net assets that is not attributable to the common shareholders of the Company. The entire portion of the Agnity operations is a non-controlling interest. The interests of the non-controlling shareholders are initially measured at either fair value or at the non-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets. Any subsequent income/loss, dividends and foreign translation adjustments attributable to the non-controlling interests is recognized as part of the non-controlling interests’ income or equity. When changes in ownership interests are disproportionate to cumulative contributions, distributions and income (loss) allocations, non-controlling interest are adjusted through direct charges to equity. The Company attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests. Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Business combinations Acquisitions of subsidiaries and assets that meet the definition of a business under IFRS are accounted for using the acquisition method. The consideration transferred in the acquisition is measured at acquisition date fair value. The identifiable assets acquired and liabilities assumed that meet the conditions for recognition under IFRS 3 Business Combinations If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted retrospectively during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. The measurement period is the period from the date of acquisition to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date up to a maximum of one year. Any contingent consideration is measured at fair value at the acquisition date. If contingent consideration that meets the definition of a financial instrument is classified as equity, it is not remeasured and its subsequent settlement is accounted for within equity. Other contingent consideration is remeasured at fair value at each reporting date with changes in fair value recognized in profit or loss. |
Foreign currency | B. Foreign currency Functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of the parent company and its material subsidiaries are presented in the table in Note 32(A). These consolidated financial statements are presented in Canadian dollars. Foreign currency transactions Presentation currency translations |
Revenue recognition | C. Revenue recognition The Company’s revenues are derived from the sales of perpetual software licenses, subscriptions to AssetCare, installation and engineering services, hardware and post contract support and maintenance (“PCS”). Revenue from the sale of hardware and perpetual software licenses is recognized at the point in time when control is transferred to the customer, generally upon delivery at the customer’s location. Installation services involve the installation and implementation of energy efficient hardware, perpetual software licenses and IoT connections which feed information to the AssetCare platform. Engineering services include consulting, implementation and integration services entered into either on a time and materials basis or fixed fee basis. Revenue from installation and engineering services is recognized overtime, using an input method based on direct labour hours to measure progress towards complete satisfaction of the service. Revenues from PCS and subscriptions to the AssetCare platform are recognized ratably overtime over the term of the PCS or subscription. Any amounts received for which performance obligations have not been completed are recognized as deferred revenue. The Company’s contracts often include a number of promised goods or services, which are typically distinct from other performance obligations, and are therefore accounted for separately. A good or service is distinct if the customer can benefit from it on its own or together with other readily available resources, and the Company’s promise to transfer the good or service is separately identifiable from other promises in the contractual arrangement with the customer. In determining the transaction price of a contract with a customer, the Company considers the effects of variable consideration, existence of a significant financing component, non-cash consideration, and any consideration payable to the customer. The total transaction price is allocated to each performance obligation on a relative stand-alone selling price (“SSP”) basis, representing the selling price as if it was sold separately. This is a formal process involving judgement which could impact the timing of recognized revenue. In most cases, the SSP is based on observable data. Where possible, a narrow SSP range for each product and service is established and this range is assessed on a periodic basis or when material changes in facts and circumstances warrant a review. If the SSP is not directly observable, the amount is estimated using either the expected cost plus a margin or residual approach. The SSP for perpetual software licenses is highly variable and therefore the Company applies the residual approach, which determines the SSP by subtracting the SSP of hardware, installation and other services in the contract from the total transaction price. Long-term contracts The Company enters into multi-year contracts with some customers for goods and services. Under the terms of these contracts, the customer is billed an equal monthly amount over the term of the contract. Revenue is recognized as performance obligations are completed, generally with a significant portion of the transaction price being recognized at the beginning of the contract based on the calculated SSP for performance obligations that are satisfied at the point in time at which goods are delivered to customers. The remainder of the revenue is recognized over the life of the contract over time or as services are completed. |
Financial Instruments | i. Recognition and initial measurement On initial recognition, all financial assets and liabilities are classified and recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as at fair value through profit or loss (“FVTPL”). Cash and bank indebtedness Cash is held in bank accounts. The Company considers only those investments that are highly liquid, readily convertible to cash with original maturities of three months or less at date of purchase as cash equivalents. Bank indebtedness consists of bank overdrafts and draws from the credit facility account repayable on demand for cash management purposes. Financial Assets On initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income; or fair value through profit or loss, depending on the business model in which a financial asset is managed and its contractual cash flow characteristics. Financial assets that do not meet the below classifications are classified as fair value through profit or loss. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL: • it is held within a business model whose objective is to hold assets to collect contractual cash flows; and • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A financial asset is measured at fair value through other comprehensive income if it meets both of the following conditions and is not designated as at FVTPL: • it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial Liabilities Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative, or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in net income (loss). When a financial liability is non-substantially modified, a gain or loss is recognized into net income (loss). The gain or loss is calculated at the date of modification as the difference between the remaining original contractual cash flows and the modified cash flows both discounted at the original effective interest rate. Any costs associated with the modified loan is added to the loan carrying amount and amortized over the remaining modified loan term. The carrying amount of the loan is revised to reflect the new cash outflows at the date of modification. iii. Derecognition of financial assets and liabilities Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or the Company transfers the rights to receive the contractual cash flow in a transaction in which substantially all the risks and rewards of ownership have been transferred. A financial liability is derecognized when its contractual obligations are discharged, cancelled or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non- cash assets transferred or liabilities assumed) is recognized in net income (loss). iv. Impairment of non-derivative financial assets The Company applies an expected credit loss (“ECL”) impairment model, which applies to financial assets measured at amortized cost, contract assets, lease receivables, and financial guarantee contracts. The ECL model results in an allowance for credit losses being recorded on financial assets regardless of whether there has been an actual loss event. Except for trade receivables, the ECL model requires the recognition of credit losses based on 12 months of expected losses for financial assets and the recognition of lifetime expected losses on financial assets that have experienced a significant increase in credit risk since origination or which are considered credit impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. ECL’s are probability-weighted estimates of credit losses. Credit losses are measured as the present value of all cash shortfalls representing the difference between the cash flows due to the entity in accordance with the contract and the cash flow an entity expects to receive. The Company has elected to measure loss allowances for trade receivables at an amount equal to lifetime ECL’s. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information analysis, based on the Company’s historical experience and including forward looking information. Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a portion or the full amount. The Company assesses the timing of write-offs based on whether there is a reasonable expectation of recovery. Impairment losses related to trade and other receivables are presented within general and administrative expenses. |
Property and equipment | E. Property and equipment Property and equipment are recorded at cost, less accumulated depreciation and accumulated impairment losses, if any. Cost includes expenditures that are directly attributable to the acquisition of the asset. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows: Life Computer equipment 2 -5 years Office furniture and equipment 7 years Leasehold improvements lesser of useful lives or lease term The estimated useful lives and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. Repairs and maintenance costs that do not improve or extend productive life are recognized in profit or loss in the period in which the costs are incurred. |
Intangible assets and goodwill | F. Intangible assets and goodwill Intangible assets Intangible assets acquired separately Intangible assets patents and trademarks, customer relationships and technology, all of which have a finite life. Intangible assets acquired separately are measured on initial recognition at cost and intangible assets acquired in a business combination are recognized at fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and intangible assets are recognized in profit or loss as incurred. Intangible assets are amortized over their estimated useful lives, on a straight-line basis, as follows: Life Patents and trademarks 5 - 15 years Customer relationships 5 - 20 years Technology 5 years Amortization methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if required on a prospective basis. An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized. Internally generated intangible assets Expenditures on research activities are recog Internally-generated intangible assets arising from development or from the development phase of an internal project are recognized if all of the following factors have been demonstrated: • Technical feasibility of completing the intangible asset results in the intangible asset being available for use or sale; • There is an intention to complete the intangible asset and use or sell it; • There is an ability to use or sell the intangible asset; • Evidence to suggest how the intangible asset will generate probable future economic benefits; • There is availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and, • An ability to reliably measure the expenditure(s) attributable to the intangible asset during its development exists. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Where no internally-generated intangible asset can be recognized, development expenditures are recognized in profit or loss in the period in which it is incurred. Goodwill Goodwill, representing the excess of the consideration paid for entities acquired over the fair values of the assets acquired and liabilities assumed, is initially measured at cost and is not amortized. After initial recognition, goodwill is measured at cost less any accumulated impairment losses and is tested annually for impairment. For the purpose of impairment testing, goodwill is allocated to each of the Company’s cash-generating units that are expected to benefit from the synergies of the business combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the cash generating unit. The recoverable amount is the greater of an asset’s fair value less costs of disposal or its value in use. In determining fair value less costs of disposal, recent market transactions are considered or an appropriate valuation model is used. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. Any impairment loss for goodwill is recognized directly in profit or loss in the consolidated statements of loss on comprehensive loss. Goodwill impairments are not reversed. Management evaluates goodwill for impairment annually as of December 31 unless impairment indicators exist at another reporting date. On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. |
Impairment of non-financial assets | G. Impairment of non-financial assets The carrying amount of property and equipment and intangible assets with a finite life are reviewed each reporting period to determine whether events or changes in circumstances indicate that their carrying amounts may not be recoverable. Intangible assets with an indefinite life are reviewed and tested on an annual basis or whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal or its value in use. To assess value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal recent market transactions are considered or an appropriate valuation model is used. To assess impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows (cash-generating units). For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. |
Leases | H. Leases i. Recognition and initial measurement as a lessee At the commencement date of a lease, the Company recognizes a right-of-use asset and a lease liability for all leases except leases of low-value assets and leases with a duration of 12 months or less. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A lease is defined as a contract, or part of a contract, that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company determines whether, throughout the period of use, it has the right to obtain substantially all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. The Company reassesses whether a contract is, or contains, a lease only if the terms and conditions of the contract are changed. Lease liabilities are initially measured at the present value of unpaid lease payments at the commencement date of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise the following: • fixed payments (including in-substance fixed payments), less any lease incentives receivable; • variable lease payments that depend on an index or a rate (such as CPI), initially measured using the index or rate as at the commencement date; • amounts expected to be payable by the Company under residual value guarantees; • exercise price of a purchase option if the Company is reasonably certain to exercise that option; and • payments of penalties for terminating the lease, if the lease term reflects the Company exercising an option to terminate the lease. Variable rent payments that are not based on an index or rate, including additional rent for operating costs and taxes and non-recoverable goods and services tax, are recognized as rent expense, within general and administrative expense or direct costs, as incurred. Lease payments for short-term leases and leases of low-value assets are recognized as rent expense on a straight-line basis over the lease term. Right-of-use assets are initially measured at cost comprised of the initial lease liability adjusted for any lease payments made at or before commencement of the lease, plus initial direct costs incurred less lease incentives received. ii. Classification and subsequent measurement as a lessee Subsequent to the commencement date of the lease, the lease liability is measured at amortized cost using the effective interest method. The lease liability is remeasured by discounting the revised lease payments using a revised discount rate when there is a change in the lease term or there is a change in the assessment of an option to purchase the underlying asset. The lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate when there is a change in the amounts expected to be payable under a residual value guarantee or there is a change in future lease payments resulting from a change in an index or a rate used to determine variable payments. Upon remeasurement of a lease liability, a corresponding adjustment to the right-of-use asset is recognized. Subsequent to the commencement date of the lease, the Company measures the right-of-use asset at cost, less accumulated depreciation, and any accumulated impairment losses, and adjusted for any remeasurement of the lease liability. The right-of-use asset is depreciated using the straight-line method from the commencement date of the lease to the earlier of the end of the useful life of the underlying asset and the end of the lease term. The Company assesses its right-of-use assets for impairment and accounts for identified impairment losses similar to its assessment of impairment on other property and equipment. Refundable security deposits are classified as financial assets measured at amortized cost and included in current other receivables or other non-current assets. Tenant improvement allowances are recognized as a reduction in the costs of the associated leasehold improvement assets. The Company has taken the practical expedient not to assess whether rent concessions arising as a result of COVID-19 are lease modifications. These rent concessions are in the form of rent deferrals and there is no change to the amount recognized in profit or loss as a result of these changes. |
Government grants | I. Government grants Government grants are assistance by government agencies in the form of transfers of resources to an entity in return for past or future compliance with certain conditions related to the operating activities of the entity. Government grants are recognized where there is reasonable assurance that the grant will be received, and the Company will comply with all attached conditions. Government grants related to costs are deferred, if applicable, and recognized gross in profit or loss on a systematic basis in the periods in which the expenses are recognized. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. Government loans are analyzed to determine whether they qualify as grants or are required to be treated as financial liabilities. |
Provisions | J. Provisions Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where appropriate, the future cash flow estimates are adjusted to reflect risks specific to the liability. Provisions are measured using managements best estimate as to the outcomes, based on known facts, risks and uncertainties at the reporting date. Contingent liabilities are possible obligations whose existence will only be confirmed by future events not wholly within the control of the Company. Contingent liabilities are not recognized in the consolidated financial statements but are disclosed unless the possibility of an outflow of economic resources is considered remote. |
Share related items | K. Share related items Stock options The Company grants stock options to employees, directors, officers, and consultants. The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in equity. The fair value is measured for each tranche at grant date and is recognized on a graded-vesting basis over the period during which the options vest. Stock options granted to non-employees are measured at the fair value of the goods or services received except where the fair value cannot be estimated, in which case it is measured at the fair value of the equity instrument granted. The fair value of the share-based compensation to non-employees is periodically re-measured until counterparty performance is complete, and any change therein is recognized over the period and in the same manner as if the Company had paid cash instead of paying with stock options. The fair value of options is determined using the Black-Scholes option pricing model which incorporates all the market vesting conditions. The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Expected forfeitures are estimated at the date of grant and subsequently adjusted if further information indicates actual forfeitures may vary from the original estimate. The impact of the revision of the original estimate is recognized in net loss such that the cumulative expense reflects the revised estimate. Upon exercise of stock options, consideration received on exercise of these equity instruments is recorded as share capital and the related share-based payment reserve is transferred to share capital. Restricted share units The Company grants RSU’s to directors, employees and consultants which are measured at fair value based on the closing price of the Company’s common shares for the day preceding the date of the grant. The fair value of the grant is recognized as a share-based payment expense over the vesting period with a corresponding charge to contributed surplus. Common shares of the Company are issued on exercise by the holder of vested RSU’s. Warrants issued as consideration for services In certain circumstances, the Company issues warrants as consideration for services provided generally in conjunction with debt or equity financings. Where identifiable services are not reliability measured the services are measured with reference to the fair value of the equity instruments issued using the Black-Scholes model. The measurement date is when the entity obtains the goods or is provided the services and the warrants are not remeasured thereafter. Loss per share Basic loss per share is calculated by dividing the loss attributable to the common shareholders of the Company by the weighted average number of common shares outstanding during the respective reporting periods. Where a loss is reported, diluted loss per share is the same as basic loss per shares as all potential equity instruments are anti-dilutive and not included in the calculation. |
Fair value measurement | L. Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date or, in its absence, the most advantageous market to which the group has access at that date. Several of the company’s accounting policies and disclosures require the measurement of fair values for both financial and non-financial assets and liabilities. The Company uses the fair value hierarchy to classify the significance of inputs to valuation techniques used in making fair value measurements of financial assets and liabilities. The categories are: • Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date; • Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and • Level 3 inputs are unobservable inputs for the asset or liability. When one level one input is available the Company measures the fair value of the instrument using the quoted price in an active market for that instrument (Level 1). A market is regarded as active if transactions for the asset or a liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. If there is no quoted price in an active market, then the group uses valuation techniques that maximize the use of relevant observable inputs and minimizes the use of unobservable inputs (Level 2 or Level 3). The chosen valuation technique incorporates all the factors that market participants would consider in pricing a transaction. |
Convertible Debentures | M. Convertible debentures Convertible debentures are accounted for depending on the terms of the contract. The fair value of the debentures are allocated into components parts, which may include separate host debt, embedded derivative(s) and/or equity components based on the terms of the contract. Where the fair value of the financial instrument is different than the transaction price then the measurement is dependent on whether the fair value was determined based on a valuation technique that only uses data from observable markets (Level 1 input) or otherwise. For compound financial instruments such as the 2019 Debentures where there is a liability and equity component, on issuance of the convertible debentures, the fair value of the liability component is determined using a market rate for an equivalent non-convertible instrument. The proceeds are allocated to the liability component first with the remainder of the proceeds allocated to the conversion option that is recognized and included in equity. The liability component (net of transaction costs) is subsequently measured at amortized cost using the effective interest rate method until it is extinguished on conversion or redemption. The carrying amount of the conversion option is not remeasured in subsequent periods. For the majority of the 2021 Debentures, the fair value of the financial instruments was greater than the transaction price. The residual is treated as a deferred amount and recognized similar to fair value adjustments on derivatives. For hybrid financial instruments such as the 2021 Debentures where there is a liability and embedded derivative component, the fair value of the embedded derivative is determined first with the residual of the total fair value for the instrument allocated to the host debt. The host debt (liability), net of transaction costs, is subsequently measured at amortized cost using the effective interest rate method until it is extinguished on conversion or redemption. Transaction costs are apportioned between each component of the convertible debentures based on a percentage of proceeds when the instruments are initially recognized. Transaction costs attributable to the liability and equity components are offset against the respective balances with transaction costs attributable to embedded derivatives directly expensed. |
Warrant liabilities | N. Warrant liabilities Warrants issued where the number of common shares to be issued or the value of the common shares varies as they are denominated in a foreign currency are classified as derivative financial liabilities. The derivative warrant liability is measured at fair value with changes in fair value recognized in the consolidated statements of loss at the end of each reporting period. |
Income taxes and deferred taxation | O. Income taxes and deferred taxation Income tax expense of the Company represents current tax and deferred tax. The Company records current tax based on the taxable profits for the period which is calculated using tax rates that have been enacted or substantively enacted by the reporting date. Taxable profit differs from profit as reported in the consolidated statements of loss and comprehensive loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. Deferred income taxes are accounted for using the liability method. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and measured using the substantively enacted tax rates and laws in effect when the differences are expected to reverse. The effect of a change in tax rates or tax legislation is recognized in the period of substantive enactment. Deferred tax assets, such as unused tax losses, income tax reductions, and certain items that have a tax basis but cannot be identified with an asset or liability on the statement of financial position, are recognized to the extent it is probable that taxable profit will be available against which the difference can be utilized. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current assets and liabilities. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. When there is uncertainty concerning the Company’s filing position regarding the tax bases of assets or liabilities, the taxability of certain transactions or other tax-related assumptions, then the Company: (a) considers whether uncertain tax treatments should be considered separately, or as a group, based on which approach provides better predictions of the resolution; (b) determines if it is probable that the tax authorities will accept the uncertain tax treatment; and (c) if it is not probable that the uncertain tax treatment will be accepted, measure the tax uncertainly based on the most likely amount or expected value, depending on whichever method better predicts the resolution of the uncertainty. Companies are to assume in making this measurement that a taxation authority with the right to examine any amounts reported to it will examine those amounts and will have full knowledge of all relevant information when making those examinations. |
Accounting standards development | P. Accounting standards development (a) Application of new and revised IFRSs The Company did not apply any new standards or amendments for the year ended December 31, 2021. (b) New accounting standards, interpretations and amendments not yet effective There are a number of new accounting standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that are not expected to have a material impact on the Company in the year of adoption and as such are not included here. In February 2021, the IASB issued amendments to two existing accounting standards regarding accounting estimates and accounting policies. The amendments issued were Disclosure of Accounting Policies Amendments to IAS 1 and IFRS Practice Statement 2 Definition of Accounting Estimates Amendment to IAS 8 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary of Company's Revenue and Non-current Assets | The Company’s revenue by location of the ultimate customer or consumer of product solution are as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Canada 1 $ 1,793,547 $ 3,908,593 $ 3,064,814 $ 11,760,782 Americas 435,958 1,813,304 3,603,887 4,484,977 Asia Pacific 410,432 1,562,398 2,116,289 4,860,571 Other 266,163 150,024 819,739 320,018 Total revenue $ 2,906,100 $ 7,434,319 $ 9,604,729 $ 21,426,348 1 Includes impact of previously recognized revenue for contract modification as explained in tables above. | The Company’s revenue by location of the ultimate customer or consumer of product solution are as follows: Year ended December 31, 2021 2020 2019 Canada $ 10,733,922 $ 13,832,691 $ 10,889,542 United States 6,564,271 5,691,202 7,450,707 Japan 5,849,967 6,446,939 – Australia 993,933 152,301 – Other 1,454,879 805,306 – Total revenue $ 25,596,972 $ 26,928,439 $ 18,340,249 |
Disclosure of major customers [text block] | The table below presents significant customers who accounted for greater than 10% of total revenues. For the years ended December 31, 2021 2020 2019 Customer A Less than 10% 14 % n/a Customer B Less than 10% 13 % 11 % Customer C 11 % Less than 10% 20 % Customer D 11 % Less than 10% n/a The Company’s non-current assets by country are as follows: December 31, 2021 December 31, 2020 Canada $ 30,812,581 $ 37,966,772 Australia 10,372,410 11,731,960 United States 9,014,016 12,424,844 Total non-current assets $ 50,199,007 $ 62,123,576 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary of Revenue Disaggregated By Major Service Line and Timing of Revenue Recognition | All of the Company’s revenue is derived from contracts with customers. In the following tables, revenue is disaggregated by major service line and timing of revenue recognition. Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 AssetCare Initialization 1,5 $ 54,743 $ 259,013 $ 498,213 $ 1,077,577 AssetCare Solutions 2,5 2,688,087 7,060,883 11,372,289 19,575,341 Engineering Services 3,5 163,270 114,423 305,903 773,430 Contract modification revenue reversal 4,5 — — (2,571,676 ) — $ 2,906,100 $ 7,434,319 $ 9,604,729 $ 21,426,348 1 Revenues from initial implementation and activation of AssetCare projects, including the sale of hardware. 2 Revenues include sales of subscriptions to AssetCare, other subscriptions, post contract support and maintenance, perpetual software licenses, and installation and engineering services. 3 Revenues includes consulting, implementation and integration services entered into on a time and materials basis or fixed fee basis without the use of AssetCare. 4 During the nine months ended September 30, 2022, the Company cancelled a multi-year customer contract for which services had been performed in prior periods, resulting in a contract modification. As a result, revenue from AssetCare Initialization of $2,037,014 and AssetCare Solutions of $534,662 which were recorded in prior periods was reversed during the nine months ended September 30, 2022. 5 Revenues from Agnity: For the three months ended September 30, 2022, revenue from Agnity consisted of $4,789 for AssetCare Initialization, $403,477 for AssetCare Solutions, and $nil for Engineering Services. For the nine months ended September 30, 2022, revenue from Agnity consisted of $13,360 for AssetCare Initialization, $4,408,905 for AssetCare Solutions, and $2,571,676 for Contract modification revenue reversal. Three months ended September 30, Nine months ended September 30, Revenue recognized 2022 2021 2022 2021 Over time 1,2 $ 2,906,100 $ 7,175,306 $ 10,551,763 $ 18,877,157 At a point in time upon completion 1,2 — 259,013 (947,034 ) 2,549,191 $ 2,906,100 $ 7,434,319 $ 9,604,729 $ 21,426,348 1 See table above and related footnote 4. The nine months ended September 30, 2022 reflects the reversal of $534,662 of revenue recognized over time and $2,037,014 of revenue recognized at point in time upon completion. 2 Revenues from Agnity: For the three months ended September 30, 2022, revenue from Agnity consisted of $403,477 for Over time and $4,789 for At a point in time upon completion. For the nine months ended September 30, 2022, revenue from Agnity consisted of $2,879,772 for Over time and $1,029,183 in net revenue reversal for At a point in time upon completion. | The Company’s operations and main revenue streams are those described in Note 32(C). All of the Company’s revenue is derived from contracts with customers. In the following tables, revenue is disaggregated by major service line and timing of revenue recognition. Year ended December 31, 2021 2020 2019 AssetCare Initialization 1 $ 1,250,181 $ 7,689,232 $ 5,964,663 AssetCare Solutions 2 23,461,748 12,809,054 2,939,582 Engineering Services 3 885,043 6,430,153 9,436,004 $ 25,596,972 $ 26,928,439 $ 18,340,249 1 Revenues from initial implementation and activation of AssetCare projects, including the sale of hardware. 2 Revenues include sales of subscriptions to AssetCare, other subscriptions, post contract support and maintenance, perpetual software licenses, and installation and engineering services. 3 Revenues includes consulting, implementation and integration services entered into on a time and materials basis or fixed fee basis without the use of AssetCare. Year ended December 31, Timing of revenue recognition 2021 2020 2019 Over time $ 24,422,749 $ 18,551,736 $ 12,375,586 At a point in time upon completion 1,174,223 8,376,703 5,964,663 $ 25,596,972 $ 26,928,439 $ 18,340,249 |
Summary of Significant Changes in Unbilled Revenue and Deferred Revenue Balances | Significant changes in unbilled revenue and deferred revenue balances are as follows: Unbilled revenue Deferred revenue Balance at December 31, 2021 $ 756,042 2,811,408 Additions 4,246,675 6,487,315 Less: transferred to trade and other receivables (3,994,071 ) — Less: recognized in revenue — (4,900,537 ) Deconsolidation of subsidiary — (2,474,114 ) Effect of movements in exchange rates (90,657 ) 65,758 Balance at September 30, 2022 $ 917,989 $ 1,989,830 | Significant changes in unbilled revenue and deferred revenue balances are as follows: Unbilled revenue Deferred revenue Balance at January 1, 2019 $ — $ 133,678 Acquired in business combination (Note 17(c)) 2,347,207 133,556 Acquired in business combination (Note 17(b)) — 457,259 Additions 9,595,535 5,309,436 Less: transferred to trade and other receivables (11,278,312 ) — Less: recognized in revenue — (4,878,419 ) Less: Loss allowance (5,499 ) — Effect of movement in exchange rates — (17,229 ) Balance at December 31, 2019 $ 658,931 $ 1,138,281 Acquired in business combination 117,686 – Additions 11,478,436 6,316,586 Less: transferred to trade and other receivables (11,557,665 ) – Less: write-offs (146,489 ) – Less: recognized in revenue – (5,612,896 ) Less: applied to outstanding trade receivables – (30,586 ) Effect of movement in exchange rates 3,841 (40,265 ) Balance at December 31, 2020 $ 554,740 $ 1,771,120 Additions 7,470,881 10,616,893 Less: transferred to trade and other receivables (7,269,579 ) – Less: recognized in revenue – (9,585,211 ) Effect of movement in exchange rates – 8,606 Balance at December 31, 2021 1 $ 756,042 $ 2,811,408 1 Unbilled revenue is included in trade and other receivables (Note 6) and relates to the Company’s right to consideration for work completed but not billed at the reporting date. Unbilled revenue is transferred to trade and other receivables when services are billed to customers. |
Summary of Company's Revenue and Non-current Assets | The Company’s revenue by location of the ultimate customer or consumer of product solution are as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Canada 1 $ 1,793,547 $ 3,908,593 $ 3,064,814 $ 11,760,782 Americas 435,958 1,813,304 3,603,887 4,484,977 Asia Pacific 410,432 1,562,398 2,116,289 4,860,571 Other 266,163 150,024 819,739 320,018 Total revenue $ 2,906,100 $ 7,434,319 $ 9,604,729 $ 21,426,348 1 Includes impact of previously recognized revenue for contract modification as explained in tables above. | The Company’s revenue by location of the ultimate customer or consumer of product solution are as follows: Year ended December 31, 2021 2020 2019 Canada $ 10,733,922 $ 13,832,691 $ 10,889,542 United States 6,564,271 5,691,202 7,450,707 Japan 5,849,967 6,446,939 – Australia 993,933 152,301 – Other 1,454,879 805,306 – Total revenue $ 25,596,972 $ 26,928,439 $ 18,340,249 |
Trade and Other Receivables a_2
Trade and Other Receivables and Long-Term Receivables (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary of Trade and Other Receivables | September 30, 2022 December 31, 2021 Trade receivables from contracts with customers $ 2,239,790 $ 14,204,320 Unbilled revenue (Note 4) 917,989 756,042 Indirect taxes receivable 175,603 148,200 Income taxes receivable 60,530 2,217 Other receivables 598,213 919,954 Contract asset 25,118 86,777 Loss allowance (1,139,880 ) (1,550,535 ) Total trade and other receivables - current 1 $ 2,877,363 $ 14,566,975 1 See Note 15 for the impact of the deconsolidation of a subsidiary. | December 31, 2021 December 31, 2020 Trade receivables from contracts with customers $ 14,204,320 $ 10,182,229 Unbilled revenue (Note 5) 756,042 554,740 Indirect taxes receivable 148,200 341,583 Income taxes receivable 2,217 594,036 Other receivables 919,954 961,714 Contract asset 1 86,777 153,178 Loss allowance (Note 26(b)) (1,550,535 ) (474,666 ) Total trade and other receivables - current $ 14,566,975 $ 12,312,814 |
Summary of Long-Term Receivables | September 30, 2022 December 31, 2021 Current portion of long-term receivables 1 $ 201,331 $ 397,060 Non-current 2 6,171 343,371 Total long-term receivables $ 207,502 $ 740,431 1 Net of expected credit loss allowance of $97,407 at September 30, 2022 (December 31, 2021 - $95,064). 2 Net of expected credit loss allowance of $61,619 at September 30, 2022 (December 31, 2021 - $61,619). | December 31, 2021 December 31, 2020 Current portion of long-term receivables 1 $ 397,060 $ 445,213 Non-current portion of long-term receivables 2 343,371 2,091,059 Total long-term receivables $ 740,431 $ 2,536,272 1 Net of expected credit loss allowance of $95,064 at December 31, 2021 and $131,364 at December 31, 2020 (Note 26(b)). 2 Net of expected credit loss allowance of $61,619 at December 31, 2021 and nil at December 31, 2020 (Note 26(b)). |
Prepaid Expenses And Other As_2
Prepaid Expenses And Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Prepayments and Other Assets | December 31, 2021 December 31, 2020 Prepaid insurance $ 348,063 $ 122,893 Advances 121,806 38,593 Deposits 862,338 189,734 Prepaid licenses 938,887 1,075,797 Prepaid services 505,448 292,552 Other prepaid costs 197,962 325,481 Other assets 3,423 293,116 Prepaid expenses and other assets $ 2,977,927 $ 2,338,166 Current portion $ 2,355,350 $ 1,326,319 Non-current portion 622,577 1,011,847 $ 2,977,927 $ 2,338,166 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Change in Carrying Amount of Company's Right of Use Assets | a) Right-of-use assets The following table presents the change in carrying amount of the Company’s right-of-use assets: Office Equipment and Total Balance at January 1, 2019 $ 285,086 $ – $ 285,086 Acquired right-of-use assets (Note 17) 4,207,837 95,378 4,303,215 Additions to right-of-use assets – 183,617 183,617 Depreciation charge for the year (433,617 ) (48,360 ) (481,977 ) Impairment charge for the year (78,764 ) – (78,764 ) Effect of movement in exchange rates (4,369 ) – (4,369 ) Balance at January 1, 2020 $ 3,976,173 $ 230,635 $ 4,206,808 Acquired right-of-use assets (Note 17) 509,290 – 509,290 Additions to right-of-use assets 84,413 6,158 90,571 Depreciation charge for the year (780,767 ) (145,661 ) (926,429 ) Impact of lease modification (221,590 ) – (221,590 ) Effect of movement in exchange rates 2,648 (582 ) 2,067 Balance at December 31, 2020 $ 3,570,167 $ 90,550 $ 3,660,717 Depreciation charge for the year (748,058 ) (80,198 ) (828,256 ) Impact of lease modification (1,924,504 ) – (1,924,504 ) Effect of movement in exchange rates 8,122 (51 ) 8,071 Balance at December 31, 2021 $ 905,727 $ 10,301 $ 916,028 |
Summary of Amounts Recognized in Consolidated Statements of Loss and Comprehensive Loss | b) Amounts recognized in consolidated statements of loss and comprehensive loss Year ended December 31, 2021 2020 2019 Accretion of lease liabilities included in finance costs $ 137,272 $ 350,792 $ 168,571 Depreciation of right-of-use assets 1 828,256 926,429 481,977 Expense related to variable lease payments 2 825,212 824,062 – Expense related to short-term leases 2 4,550 – – $ 1,795,290 $ 2,101,283 $ 650,548 1 Included in depreciation and amortization expense. 2 Included in rent expense within general and administrative expense. |
Summary of Amounts Recognized in Consolidated Statements of Cash Flows | c) Amounts recognized in consolidated statements of cash flows Year ended December 31, 2021 2020 2019 Total cash outflows included in operating activities $ 137,272 $ 350,792 $ 168,571 Total cash outflows included in financing activities $ 1,095,327 $ 814,072 $ 422,783 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary of reconciliation changes in goodwill | The carrying amount of goodwill is as follows: September 30, 2022 December 31, 2021 Opening balance $ 27,081,795 $ 27,086,727 Effect of movements in exchange rates 192,873 (4,932 ) Total goodwill $ 27,274,668 $ 27,081,795 | The carrying amount of goodwill is as follows: December 31, 2021 December 31, 2020 Opening balance $ 27,086,727 $ 18,758,975 Acquisitions, business combinations (Note 18) – 8,405,341 Effect of movements in exchange rates (4,932) (77,589) Total goodwill $ 27,081,795 $ 27,086,727 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Property and Equipment | Office Leasehold Computer Total Cost: At January 1, 2019 $ 10,117 $ 239,555 $ 52,966 $ 302,638 Additions 30,529 74,641 32,952 138,122 Acquisitions 253,057 64,366 232,175 549,598 Impairment – – (14,460 ) (14,460 ) Effect of movement in exchange rates (1,339 ) (1,973 ) (6,990 ) (10,302 ) At December 31, 2019 $ 292,364 $ 376,589 $ 296,643 $ 965,596 Additions 30,543 – 97,145 127,688 Effect of movement in exchange rates (917 ) (1,351 ) (6,964 ) (9,232 ) Balance at December 31, 2020 $ 321,990 $ 375,238 $ 386,824 $ 1,084,052 Additions – – 626,841 626,841 Disposals (29,459 ) (43,409 ) (124,544 ) (197,412 ) Effect of movement in exchange rates (504 ) (744 ) (4,588 ) (5,836 ) Balance at December 31, 2021 $ 292,027 $ 331,085 $ 884,533 $ 1,507,645 Accumulated depreciation: At January 1, 2019 $ 410 $ 13,433 $ 13,318 $ 27,161 Depreciation 44,729 71,143 123,272 239,144 Effect of movement in exchange rates (1,321 ) (1,577 ) (8,363 ) (11,261 ) At December 31, 2019 $ 43,818 $ 82,999 $ 128,227 $ 255,044 Depreciation 78,289 77,906 175,027 331,222 Effect of movement in exchange rates (923 ) (1,436 ) (6,242 ) (8,601 ) Balance at December 31, 2020 $ 121,184 $ 159,469 $ 297,012 $ 577,665 Depreciation 75,117 73,864 336,765 485,746 Disposals (29,458 ) (43,409 ) (123,240 ) (196,107 ) Other movements 6,746 – (6,746 ) – Effect of movement in exchange rates (505 ) (744 ) (7,813 ) (9,062 ) Balance at December 31, 2021 $ 173,084 $ 189,180 $ 495,978 $ 858,242 Carrying amounts: Balance at December 31, 2020 $ 200,806 $ 215,769 $ 89,812 $ 506,387 Balance at December 31, 2021 $ 118,943 $ 141,905 $ 388,555 $ 649,403 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary of detailed information about intangible assets | Patents and Customer Technology Total Cost: At January 1, 2019 $ 192,032 $ 2,118,739 $ 1,590,958 $ 3,901,729 Additions – – – – Acquisitions – 14,168,830 10,212,390 24,381,220 Effect of movements in exchange rates (9,374 ) (46,579 ) (47,366 ) (103,319 ) Balance at December 31, 2019 $ 182,658 $ 16,240,990 $ 11,755,982 $ 28,179,630 Additions – – 2,333,666 2,333,666 Acquisitions – 3,434,334 3,846,189 7,280,523 Effect of movements in exchange rates (2,957 ) (38,494 ) (32,016 ) (73,467 ) Balance at December 31, 2020 $ 179,701 $ 19,636,830 $ 17,903,821 $ 37,720,352 Additions – – 440,965 440,965 Effect of movement in exchange rates (343 ) (3,217 ) 1,556 (2,004 ) Balance at December 31, 2021 $ 179,358 $ 19,633,613 $ 18,346,342 $ 38,159,313 Accumulated amortization and impairments: At January 1, 2019 $ 51,238 $ 333,430 $ 349,188 $ 733,856 Amortization 1 36,564 1,668,090 1,618,368 3,323,022 Impairment – – 507,433 507,433 Effect of movements in exchange rates (3,219 ) (23,895 ) (28,656 ) (55,770 ) Balance at December 31, 2019 $ 84,583 $ 1,977,625 $ 2,446,333 $ 4,508,541 Amortization 1 35,243 2,696,767 2,753,602 5,485,612 Effect of movements in exchange rates (3,078 ) (19,774 ) (17,788 ) (40,640 ) Balance at December 31, 2020 $ 116,748 $ 4,654,618 $ 5,182,147 $ 9,953,513 Amortization 1 32,073 3,099,234 4,479,503 7,610,810 Effect of movement in exchange rates 85 3,820 5,252 9,157 Balance at December 31, 2021 $ 148,906 $ 7,757,672 $ 9,666,902 $ 17,573,480 Carrying amounts: Balance at December 31, 2020 $ 62,953 $ 14,982,212 $ 12,721,674 $ 27,766,839 Balance at December 31, 2021 $ 30,452 $ 11,875,941 $ 8,679,440 $ 20,585,833 1 Amortization charges are included in depreciation and amortization in the consolidated statements of loss and comprehensive loss. | |
Summary of reconciliation changes in goodwill | The carrying amount of goodwill is as follows: September 30, 2022 December 31, 2021 Opening balance $ 27,081,795 $ 27,086,727 Effect of movements in exchange rates 192,873 (4,932 ) Total goodwill $ 27,274,668 $ 27,081,795 | The carrying amount of goodwill is as follows: December 31, 2021 December 31, 2020 Opening balance $ 27,086,727 $ 18,758,975 Acquisitions, business combinations (Note 18) – 8,405,341 Effect of movements in exchange rates (4,932) (77,589) Total goodwill $ 27,081,795 $ 27,086,727 |
Trade Payables And Accrued Li_2
Trade Payables And Accrued Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Disclosure of Trade and Other Payables Explanatory | September 30, 2022 December 31, 2021 Trade payables $ 5,559,061 $ 5,591,316 Accrued liabilities 1 5,141,981 5,398,389 Interest payable 832,829 233,854 Mastercard facility 379,260 296,669 Due to related parties 34,388 265,074 Income taxes payable 440,451 266,753 Indirect taxes payable 359,560 150,577 Other 259,156 218,677 Total trade payables and accrued liabilities 2 $ 13,006,686 $ 12,421,309 1 During the three and nine months ended September 30, 2022 the Company recorded a severance accrual of $1,008,848 to Salaries, wages and benefits as a result of its decision to exit the Technical Project Services (“TPS”) business. TPS denoted the Company’s professional services business offering industrial automation, detailed engineering, and commissioning services to process industry customers in Western Canada. 2 See Note 15 for the impact of the deconsolidation of a subsidiary. | December 31, 2021 December 31, 2020 Trade payables $ 5,591,316 $ 5,903,789 Accrued liabilities 5,398,389 4,795,742 Interest payable 233,854 425,054 Mastercard facility (Note 13) 296,669 600,590 Due to related parties (Note 28) 265,074 846,228 Income taxes payable 266,753 21,752 Indirect taxes payable 150,577 242,703 Other 218,677 88,398 Total trade payables and accrued liabilities $ 12,421,309 $ 12,924,256 |
Loans And Borrowings (Tables)
Loans And Borrowings (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about borrowings [abstract] | ||
Disclosure of Detailed Information About Borrowings Explanatory | The carrying value of loans and borrowings by entities controlled by the Company are as follows. Note 18(b) includes the reconciliation of cash flows associated with borrowing activities. September 30, 2022 December 31, 2021 Term loan (a) $ 6,307,392 $ 9,275,683 Promissory notes (b) 20,516,576 — Nations Interbanc facility 1, 3 — 2,639,143 Debenture payable to Industry Canada — 26,412 Loan payable to related party 2 — 335,860 Oracle financing 3 — 826,418 Other loans and financing 58,374 112,085 Total $ 26,882,342 $ 13,215,601 Current 6,325,780 12,447,939 Non-current $ 20,556,562 $ 767,662 Total $ 26,882,342 $ 13,215,601 1 Nations advanced $6,095,160 under the factor and security agreement and was repaid $6,941,465 in the current period (nine months ended September 30, 2021 - $6,546,561 advances and $6,371,429 repayments). 2 Loan which originally matured in January 2023 was repaid in full in August 2022. 3 Derecognized as a result of the deconsolidation of a subsidiary (Note 15). | The carrying value of loans and borrowings by entities controlled by the Company are as follows: December 31, 2021 December 31, 2020 Term loan $ 9,275,683 $ 10,928,055 Nations Interbanc facility 2,639,143 1,137,360 Debenture payable to Industry Canada 26,412 76,227 Loan payable to related party 1 335,860 318,428 Oracle financing 2 826,418 427,250 Other loans and financing 112,085 264,980 Total 3 $ 13,215,601 $ 13,152,300 Current 12,447,939 3,431,251 Non-current 767,662 9,721,049 $ 13,215,601 $ 13,152,300 1 Loan assumed as part of CSA Acquisition (Note 17(d)) which bears interest at 6% and matures in January 2023. Interest is payable annually and accrued interest is included in trade payables and accrued liabilities. 2 Financing arrangements provided by Oracle Credit Corporation (“Oracle”) bearing interest between 6.2% and 6.6%. Interest is due in quarterly installments with loans maturing in May 2023 and February 2024. During the year ended December 31, 2021, proceeds from additional funding received was $577,378 (December 31, 2020 - $495,944) 3 Note 30(b) includes the reconciliation of movements of liabilities to cash flows arising from financing activities. |
Bank Indebtedness (Tables)
Bank Indebtedness (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Disclosure Of Detailed Information About Bank Indebtedness Abstract [Abstract] | ||
Disclosure of Detailed Information About Bank Indebtedness Explanatory | September 30, 2022 December 31, 2021 ATB Financial revolving operating facility $ 3,393,082 $ 3,460,109 | December 31, 2021 December 31, 2020 ATB Financial revolving operating facility $ 3,460,109 $ – Operating loan facility 1 – 923,461 Bank overdraft 1 – 53,318 Total $ 3,460,109 $ 976,779 1 At December 31, 2020, the Company had access to an operating loan facility and Mastercard facility. On April 15, 2021, the operating loan facility was repaid and closed. The Mastercard facility remains in place and at December 31, 2021, $296,669 was drawn (December 31, 2020 - $600,590) and this amount is included in trade payables and accrued liabilities on the consolidated statements of financial position. The bank overdraft at December 31, 2020 was repaid in October 2021. |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary of Convertible Debentures | December 31, 2021 December 31, 2020 2019 Convertible debentures liability (a) $ 22,185,170 $ 19,534,988 2021 Convertible debentures liability (b) 69,034 – 2021 Convertible debentures embedded derivative (b) 41,506 – Total $ 22,295,710 $ 19,534,988 Current debentures $ 22,185,170 $ – Non-current debentures 110,540 19,534,988 $ 22,295,710 $ 19,534,988 | |
Summary of Components of Convertible Debentures | 2019 Convertible debentures September 30, 2022 December 31, 2021 Opening balance $ 22,380,649 $ 19,767,472 Interest paid (1,172,875 ) (2,345,750 ) Accreted interest at effective interest rate 2,445,205 4,958,927 Accrued interest 604,465 — Carrying amount of liability component $ 24,257,444 $ 22,380,649 Less: interest payable (799,944 ) (195,479 ) Total - current $ 23,457,500 $ 22,185,170 | December 31, 2021 December 31, 2020 Opening balance $ 19,767,472 $ 17,753,016 Conversion of debentures into common shares – (50,000) Interest paid (2,345,750) (2,345,750) Accreted interest at effective interest rate 4,958,927 4,410,206 Carrying amount of liability component $ 22,380,649 $ 19,767,472 Less: interest payable (195,479) (232,484) Total $ 22,185,170 $ 19,534,988 December 31, 2021 Proceeds from issue of convertible debentures $ 11,328,870 Fair value adjustments (Note 23) 1,615,102 Total fair value of convertible debentures 12,943,972 Less: fair value of embedded derivative (5,060,776 ) Less: transaction costs 1 (660,604 ) Carrying value of liability at inception 7,222,592 Interest expense associated with liability 813,615 Debt extinguishment, including interest payable (7,735,230 ) Foreign exchange adjustments (224,286 ) 76,691 Less: accrued interest included in accrued liabilities (7,657 ) Carrying value of liability at end of period 2 $ 69,034 1 Total transaction costs were $1,061,854 which include cash compensation paid to brokers and the value of 115,760 broker warrants issued. Transaction costs of $401,250 allocated to the embedded derivative portion of the convertible debentures were expensed in finance costs in the consolidated statements of loss and comprehensive loss for the year ended December 31, 2021. 2 Convertible debt in the principal amount of US$75,000 which matures January 2024, bears interest at 8% per annum and is convertible to the Company’s shares at a conversion price of $5.84 (US$4.59). |
Summary of Reconciliation of Embedded Derivatives | December 31, 2021 Fair value of embedded derivative at inception $ 5,060,776 Fair value decrease 1 (784,261 ) Derecognition of embedded derivative on conversion (4,214,198 ) Foreign exchange adjustments (20,811 ) Balance, embedded derivative $ 41,506 1 The fair value of the embedded derivative is remeasured at the end of each reporting period and on conversion and recognized in fair value (gain) loss on derivatives in the consolidated statements of loss and comprehensive loss (Note 23). |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary of Warrant Liabilities | September 30, 2022 December 31, 2021 Derivative warrant liabilities - 2021 Debentures (a) $ 13,363 $ 1,868,541 Derivative warrant liabilities - USD equity financing (b) 827,155 6,106,596 Warrant liability related to business acquisition (c) — 709,835 Other warrant liability (c) — 195,066 Total, all current $ 840,518 $ 8,880,038 | December 31, 2021 December 31, 2020 Derivative warrant liabilities - 2021 Debentures (a) $ 1,868,541 $ – Derivative warrant liabilities - USD equity financing (b) 6,106,596 – Warrant liability related to business acquisition (c) 709,835 710,924 Other warrant liability (c) 195,066 – Total, all current $ 8,880,038 $ 710,924 |
Summary of Black-Scholes Option-Pricing Model Inputs and Assumption | The Black-Scholes model inputs and assumptions include: December 31, 2021 August 13, 2021 Share price at date of valuation $ 6.18 $ 6.90 Exercise price $ 8.74 $ 8.74 Risk free rate 0.88 % 0.43 % Expected life (years) 2.62 3.00 Expected volatility 1 45.0 % 71.5 % Fair value per warrant 2 $ 0.89 $ 2.82 1 Expected volatility at December 31, 2021 measured at implied volatility of traded warrants. 2 Considers a liquidity discount of 20% in determining the fair value per warrant as these warrants are not publicly traded. December 31, 2021 November 29, 2021 Share price at date of valuation $ 6.18 $ 5.70 Exercise price $ 6.04 $ 6.05 Risk free rate 1.25 % 1.18 % Expected life (years) 4.92 5.00 Expected volatility 1 45.0 % 45.0 % Fair value per warrant $ 2.53 $ 2.19 1 Expected volatility at represents implied volatility of the Company’s traded warrants. |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Schedule of Other Liabilities Explanatory | December 31, 2021 December 31, 2020 US Government loans $ – $ 950,418 2021 Debentures subscriptions payable (Note 14(b)) – 5,285,997 Total $ – $ 6,236,415 Current portion 1 $ – 6,003,838 Non-current portion – 232,577 $ – $ 6,236,415 1 Includes US Government loans of $717,841 at December 31, 2020. These forgivable loans are considered to be government grants when there is reasonable assurance that they will be forgiven. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about business combination [line items] | |
Summary of Fair Value of Options Using Inputs | 2021 2020 2019 Grant date share price $ 7.00 $ 8.93 $ 10.88 Exercise price $ 7.10 $ 9.74 $ 11.13 Risk-free rate 1.32 % 0.36 % 1.57 % Expected life, years 6.2 years 5.0 years 3.9 years Expected volatility 75 % 66 % 54 % Expected dividends – % – % – % Forfeiture rate 7 % – % 10 % |
Agnity Global Inc [Member] | |
Disclosure of detailed information about business combination [line items] | |
Summary of Acquisition Date Fair Value of Each Major Class of Consideration Transferred And Identifiable Assets Acquired And Liabilities Assumed | The following table summarizes the acquisition-date fair value of each major class of consideration transferred, the recognized amounts of the identifiable assets acquired, and liabilities assumed, and the resulting measurement of 100% NCI recorded by the Company at the date of acquisition: Consideration transferred: Final Change in fair-value of interest in Royalty Agreement (i) $ 167,488 Assumption of Agnity’s liabilities 43,050 Total consideration transferred $ 210,538 (i) The fair value of interest in the Royalty Agreement at April 22, 2019 was estimated using the discounted cash flow model. The major inputs employed in the model include forecasted royalty payments and the discount rate of 16%. Fair value of assets and liabilities recognized: Final Cash and cash equivalents $ 33,524 Trade and other receivables 1,387,723 Prepaid expenses and deposits 46,483 Long term receivable – Property and equipment 1,281 Intangible Asset – Technology 8,412,390 Intangible Asset – Customer Relationship 1,468,830 Accounts payable and accrued liabilities (3,232,910 ) Deferred revenue (457,259 ) Loans and borrowings (5,556,587 ) Warrant liability (i) (737,419 ) Due to related party (930,608 ) Deferred income tax liability (444,768 ) Net identifiable assets acquired (liabilities assumed) (9,320 ) Allocation to non-controlling interest $ 219,858 (i) A warrant was issued by Agnity in 2015 which entitles the warrant holder to acquire 6,324,660 common shares of Agnity at the exercise price of $0.000036 per share at any time until April 15, 2022. The exercise price of the warrant is subject to certain anti-dilution adjustment provisions in the event of certain capital or business transactions. The warrant holder has the option to demand a cash settlement of the warrant for US$552,250 at any time prior to its expiry date if the warrant is not exercised. It is classified as other financial liabilities and measured at its redemption amount of US$552,250 or $737,419 in Canadian dollars on acquisition date, which is equivalent to its assessed acquisition date fair value. The fair value in Canadian dollar equivalent as at December 31, 2021 was $709,835 (December 31, 2020 - $710,924; December 31, 2019 - $725,086). |
mCloud Technologies Services Inc [Member] | |
Disclosure of detailed information about business combination [line items] | |
Summary of Acquisition Date Fair Value of Each Major Class of Consideration Transferred And Identifiable Assets Acquired And Liabilities Assumed | The following table summarizes the acquisition-date fair value of each major class of consideration transferred, the recognized amounts of the identifiable assets acquired, and liabilities assumed, and the resulting value of goodwill: Consideration transferred: Final Cash consideration $ 4,650,689 Fair value of demand promissory notes issued (1) 18,000,000 Fair value of common shares transferred (2) 13,320,000 Total consideration transferred $ 35,970,689 (1) (2) Fair value of assets and liabilities recognized: Final Cash and cash equivalents $ 2,227,739 Trade and other receivables (includes Unbilled revenue of $2,347,207) 5,120,830 Prepaid expenses and deposits 611,104 Right-of-use assets 4,303,215 Property and equipment 548,317 Intangible asset – Customer relationships 12,700,000 Intangible asset – Technology 1,800,000 Accounts payable and accrued liabilities (2,030,470) Deferred revenue (133,556 ) Lease liabilities (4,303,215 ) Deferred income tax liability (3,632,250 ) Fair value of net assets acquired 17,211,714 Goodwill $ 18,758,975 $ 35,970,689 |
Construction Systems Associates Inc USA [Member] | |
Disclosure of detailed information about business combination [line items] | |
Summary of Acquisition Date Fair Value of Each Major Class of Consideration Transferred And Identifiable Assets Acquired And Liabilities Assumed | The following table summarizes the final balances of each major class of consideration transferred, the recognized amounts of the identifiable assets acquired and liabilities assumed, and the resulting value of goodwill. Final Consideration transferred: Cash consideration $ 703,212 Fair value of common share consideration 2,304,073 Fair value of contingent consideration payable 879,066 Total consideration $ 3,886,351 Fair value of assets and liabilities recognized: Cash $ 181,408 Trade and other receivables 262,846 Prepaid expenses and other deposits 13,863 Property and equipment 2,098 Right of use assets 242,894 Intangible - technology 551,880 Intangible - customer relationships 801,540 Accounts payable and accrued liabilities (168,542 ) Short-term loan (371,610 ) Lease liabilities (242,894 ) Deferred tax liabilities — Fair value of net assets acquired $ 1,273,483 Goodwill $ 2,612,868 |
Kanepi [Member] | |
Disclosure of detailed information about business combination [line items] | |
Summary of Acquisition Date Fair Value of Each Major Class of Consideration Transferred And Identifiable Assets Acquired And Liabilities Assumed | On October 8, 2021, the measurement period for the acquisition ended and the following table summarizes the acquisition-date fair value and the final balances of each major class of consideration transferred, the recognized amounts of the identifiable assets acquired and liabilities assumed, and the resulting value of goodwill. The preliminary balances were reported in the consolidated financial statements for the year ended December 31, 2020 and there were no measurement period adjustments. Final Consideration transferred: Cash consideration $ 4,657,512 Fair value of common share consideration 5,882,547 Fair value of contingent consideration payable 568,638 Total consideration $ 11,108,697 Fair value of assets and liabilities recognized: Cash $ 556,880 Trade and other receivables 598,059 Other current assets 13,149 Property and equipment 1,224 Right of use assets 266,396 Intangible - technology 3,294,309 Intangible - customer relationships 2,632,794 Accounts payable and accrued liabilities (643,385 ) Lease liabilities (266,396 ) Deferred tax liabilities (1,136,806 ) Fair value of net assets acquired $ 5,316,224 Goodwill $ 5,792,473 |
Flow Capital Corp [Member] | |
Disclosure of detailed information about business combination [line items] | |
Summary of Fair Value of Options Using Inputs | The Company used Black-Scholes option model to determine the fair value of these shares using the following inputs at January 22, 2019: Barrier share price $30 - $90 Risk free rate 1.90% Expected life 6 years Expected volatility 80.00% Expected dividends Nil |
Flow Capital Corp [Member] | Secured Loan Agreement [Member] | |
Disclosure of detailed information about business combination [line items] | |
Summary of Fair Value of Options Using Inputs | The Company used the Black-Scholes option model to determine the fair value of the option using the following inputs at January 22, 2019: Share price $10.50 Risk free rate 1.90% Expected life 0.5 years Expected volatility 60.00% Expected dividends Nil |
Business Acquisition Payable (T
Business Acquisition Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Disclosure of Detailed Information about Business Acquisition Payable Explanatory | December 31, 2021 December 31, 2020 Opening balance $ 2,439,529 $ 1,043,314 Contingent consideration changes related to CSA (Note 17) (853,308 ) 879,066 Contingent consideration changes related to kanepi (Note 17) (171,092 ) 568,638 Effect of foreign exchange differences (16,157 ) (51,489 ) 1,398,972 2,439,529 Current portion 1,398,972 1,594,297 Non-current portion — 845,232 $ 1,398,972 $ 2,439,529 |
Share Capital (Tables)
Share Capital (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary Of Detailed Information About Reconciliation Of Warrants Classified As Equity Settled And Financial Liabilities | The Company’s warrants outstanding as at September 30, 2022 are as follows and include both warrants classified as equity-settled and warrants classified as financial liabilities (Note 12): Number of Warrants Weighted Average Exercise Price Balance, December 31, 2021 8,481,929 $ 8.83 Issued 183,486 5.45 Expired (544,707 ) 14.28 Balance, September 30, 2022 8,120,708 $ 8.39 | The Company’s warrants outstanding at December 31, 2021, 2020 and 2019 are as follows and includes warrants classified as equity-settled and warrants classified as financial liabilities (Note 15): Number of Warrants Weighted Average $ December 31, 2018 1,104,378 $ 13.50 Issued 19,957 $ 14.46 Exercised (133,176) $ 12.96 Expired (209,899) 13.50 December 31, 2019 781,260 $ 13.80 Issued 2,433,081 13.72 Exercised (1,228,935) 12.06 Expired (53,880) 13.31 December 31, 2020 1,931,526 $ 14.82 Issued 7,140,223 7.64 Expired (589,820) 13.97 December 31, 2021 8,481,929 $ 8.83 |
Summary Of Detailed Information About Warrants Oustanding Including Expiration Date | Warrants outstanding at December 31, 2021 were as follows: Expiry Date Exercise Price $ Outstanding Warrants June 2022 15.00 19,584 July 2022 14.25 525,114 December 2022 5.63 1,000 January 2023 5.72 37,400 January 2023 6.97 25,400 February 2023 7.80 8,000 March 2023 8.28 9,000 May 2023 4.12 34,960 April 2024 8.55 2,375,676 June 2024 22.50 3,333 August 2024 8.60 2,107,787 January 2025 16.20 611,027 May 2025 6.31 126,000 July 2025 14.25 182,648 November 2026 6.05 2,415,000 $ 8.83 8,481,929 |
Share-Based Payment Arrangeme_2
Share-Based Payment Arrangements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary Of Share-Based Compensation | The Company recorded share-based compensation as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Stock options (a) $ 58,876 $ 140,090 $ 379,464 $ 387,880 Restricted share units (b) 426,156 308,178 550,029 796,307 Total $ 485,032 $ 448,268 $ 929,493 $ 1,184,187 | The Company recorded share-based compensation as follows. Year Ended December 31, 2021 2020 2019 Stock options (a) $ 908,293 $ 677,452 $ 820,613 Restricted share units (b) 959,622 776,783 647,748 Total $ 1,867,915 $ 1,454,235 $ 1,468,361 |
Summary Of Weighted-Average Exercise Prices Of Stock Options | a) Stock Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (years) Outstanding, December 31, 2021 866,789 $ 8.81 7.5 Granted 347,049 4.05 9.8 Forfeited (256,934 ) 7.59 8.7 Expired (91,689 ) 10.46 2.6 Cancelled (6,480 ) 7.45 8.7 Outstanding, September 30, 2022 858,735 $ 7.03 6.3 | Movement in the number of stock options outstanding and their related weighted-average exercise prices were as follows: Number of Weighted Number of Weighted Number of Weighted 2021 2021 2020 2020 2019 2019 Opening balance 423,303 $ 11.01 349,657 $ 11.48 95,000 $ 11.70 Granted 487,775 7.10 153,828 9.99 323,278 11.20 Exercised – – (7,639 ) 10.50 (50,838 ) 10.62 Forfeited (40,088 ) 9.87 (32,777 ) 11.52 (17,783 ) 10.35 Expired (4,201 ) 11.03 (6,433 ) 10.67 – – Cancelled – – (33,333 ) 10.50 – – Outstanding at December 31 866,789 $ 8.81 423,303 $ 11.01 349,657 $ 11.48 Exercisable at December 31 275,473 $ 11.10 161,244 $ 11.70 17,014 $ 12.87 |
Summary Of Company's Stock Options Outstanding | The following summarizes information about the Company’s stock options outstanding at December 31, 2021: Options Outstanding Options exercisable Range of prices Number Weighted Weighted Number Weighted $5.67 - $8.70 506,502 $ 6.88 9.0 25,389 $ 6.56 $8.71 - $10.95 200,706 $ 10.67 4.9 138,622 $ 10.57 $10.96 - $12.59 104,303 $ 11.78 6.1 71,461 $ 11.78 $12.60 - $18.02 55,278 $ 14.11 6.4 40,001 $ 14.59 866,789 $ 8.81 7.5 275,473 $ 11.10 | |
Summary Of Indirect Measurement Of Fair Value Of Goods Or Services Received, Share Options Granted During Period | 2021 2020 2019 Grant date share price $ 7.00 $ 8.93 $ 10.88 Exercise price $ 7.10 $ 9.74 $ 11.13 Risk-free rate 1.32 % 0.36 % 1.57 % Expected life, years 6.2 years 5.0 years 3.9 years Expected volatility 75 % 66 % 54 % Expected dividends – % – % – % Forfeiture rate 7 % – % 10 % | |
Summary Of Company's Obligation To Issue Shares On The Vesting Of Rsus | The Company’s obligation to issue shares on the vesting of RSUs is an unfunded and unsecured obligation of the Company. A continuity of RSUs is as follows: Number of RSUs Outstanding, December 31, 2021 208,674 Granted 361,768 Exercised (22,696 ) Forfeited (58,763 ) Cancelled (13,801 ) Outstanding, September 30, 2022 475,182 Exercisable at September 30, 2022 151,556 | The Company’s obligation to issue shares on the vesting of RSUs is an unfunded and unsecured obligation of the Company. A continuity of RSUs is as follows: Number of RSUs 2021 2020 2019 Outstanding at January 1 222,222 151,790 101,778 Granted 73,164 123,797 71,640 Exercised 1 (71,190) (35,877) (11,905) Forfeited (7,074) (3,332) (9,723) Withheld 1 (8,448) (14,156) – Outstanding at December 31 208,674 222,222 151,790 Exercisable at December 31 115,468 33,516 32,036 |
Deconsolidation of Subsidiary (
Deconsolidation of Subsidiary (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary of the Impact of Deconsolidating Agnity | The impact of deconsolidating Agnity had the following effect on the consolidated statement of financial position: July 29, 2022 Cash and cash equivalents $ (37,642 ) Trade and other receivables (3,716,258 ) Prepaid expenses and deposits - current (240,511 ) Prepaid expenses and deposits - non-current (236,637 ) Property and equipment (263,139 ) Intangible assets (3,547,954 ) Trade payables and accrued liabilities 5,193,353 Deferred revenue 2,474,113 Due to related party 188,836 Loans and borrowings - current 2,605,503 Loans and borrowings - non-current 197,812 Deferred income tax liabilities (2,993 ) Net assets $ 2,614,483 Less: Non-controlling (2,824,971 ) Loss on disposal of Agnity $ (210,488 ) The following table summarizes the information relating to Agnity prior to the loss of control on July 29, 2022, before any intercompany eliminations. For the period from January 1, 2022 to July 29, 2022 Revenue $ 1,850,588 Loss allocated to NCI $ (5,242,577 ) Other comprehensive income allocated to NCI 92,013 Total comprehensive loss attributable to NCI $ (5,150,564 ) Cash flows provided by operating activities $ 591,772 Cash flows used in investing activities (8,871 ) Cash flows used in financing activities (693,704 ) Foreign exchange impact on cash held in USD 5,056 Net decrease in cash and cash equivalents $ (105,747 ) | Principle Place of Functional mCloud Technologies Corp. Parent company Canada CDN $ mCloud Technologies (USA) Inc. Operations United States USD $ mCloud Technologies (Canada) Inc. Operations Canada CDN $ Field Diagnostic Services, Inc. (“FDSI”) Operations United States USD $ Construction Systems Associates, Inc. (“CSA”) Operations United States USD $ mCloud Technologies Services Inc. (“MTS”) Operations Canada CDN $ NGRAIN (Canada) Corporation (“NGRAIN”) Operations Canada CDN $ kanepi Group Pty. Ltd. Operations Australia AUD $ kanepi Services Pty. Ltd. Operations Australia AUD $ mCloud Technologies Singapore Pte. Ltd. Operations Singapore SGD $ mCloud Corp (HK) Ltd. Operations China RMB ¥ mCloud Technologies (Saudi Arabia) Operations Saudi Arabia SAR $ Agnity Global, Inc. (“Agnity”) Operations United States USD $ Agnity Communications, Inc. (“ACI”) Operations United Stated USD $ Agnity Healthcare, Inc. (“AHI”) Operations United States USD $ |
Non-Controlling Interest (Table
Non-Controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of subsidiaries with material non controlling interests explanatory | The following table summarizes the information relating to Agnity before any intercompany eliminations. December 31, 2021 December 31, 2020 NCI percentage 100% 100% Recast (Note 2) Recast (Note 2) Current assets $ 11,906,502 $ 7,778,252 Non-current assets 5,111,714 8,081,135 Current liabilities (8,752,552) (7,107,244) Non-current liabilities (5,598,783) (6,185,049) Net assets attributable to NCI $ 2,666,881 $ 2,567,094 For the years ended December 31, 2021 December 31, 2020 December 31, 2019 Recast (Note 2) Recast (Note 2) Recast (Note 2) Revenue $ 11,966,226 $ 11,548,811 $ 6,010,753 Income (loss) allocated to NCI 63,387 1,586,588 590,056 Other comprehensive income allocated to NCI 138,655 159,749 176,711 Total comprehensive income attributable to NCI $ 202,042 $ 1,746,337 $ 766,767 Cash flows (used in) provided by operating activities $ (1,859,900) (405,548) 483,245 Cash flows used in investing activities (578,483) – (3,731) Cash flows (used in) provided by financing activities 2,081,137 655,347 (417,068) Foreign exchange impact on cash held in USD (6,383) 155,274 5,976 Net (decrease) increase in cash and cash equivalents $ (363,629) $ 405,073 $ 68,422 |
Finance Costs (Tables)
Finance Costs (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary of finance cost | a) Finance Costs Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Interest on loans and borrowings $ 786,061 $ 247,525 $ 1,917,618 $ 781,033 Interest on convertible debentures 609,756 1,320,886 3,064,106 4,426,119 Interest on lease liabilities 108,031 70,899 309,448 225,753 Transaction costs expensed 115,856 76,324 364,501 530,898 Other finance costs (income) (18,566 ) (3,199 ) 34,095 (68,855 ) Total finance costs $ 1,601,138 $ 1,712,435 $ 5,689,768 $ 5,894,948 | Year Ended December 31, 2021 2020 2019 Interest on loans and borrowings (Note 12) $ 1,179,234 $ 1,272,512 $ 918,682 Interest on convertible debentures (Note 14) 5,740,346 4,410,206 2,130,247 Interest on lease liabilities (Note 8) 137,245 350,792 168,571 Transaction costs expensed 1 1,471,219 – – Other finance costs 90,750 – – Total finance costs $ 8,618,794 $ 6,033,510 $ 3,217,500 1 Transaction costs include costs incurred associated with financing or equity transactions that are not otherwise netted against the debt or equity instrument. The majority of costs are associated with the USD brokered public offering (Note 19(a)), the 2021 Debentures (Note 14(b)), the Fiera term loan amendment (Note 12) and the ATB facility amendment (Note 13). See Note 31 (a) and (b) for subsequent changes to Fiera loan. |
Fair Value Loss (Gain) On Der_2
Fair Value Loss (Gain) On Derivatives (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary Of Gains Losses On Change In Fair Value Of Derivatives Explanatory | b) Fair value (gain) loss on derivatives Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Gain on warrant liability remeasurement 1 $ (2,359,935 ) $ (280,177 ) $ (7,359,015 ) $ (280,177 ) Gain on embedded derivatives 2 (4,122 ) 372,115 (36,641 ) (791,944 ) Loss on substantial modification and conversion — 8,571,881 — 8,571,881 Deferred charge loss 2 — — — 1,615,102 Total fair value (gain) loss on derivatives $ (2,364,057 ) $ 8,663,819 $ (7,395,656 ) $ 9,114,862 1 Unrealized change in fair value (Note 12). 2 Associated with the 2021 Debentures. Transactions detailed in the 2021 Annual Financial Statements. | Year Ended December 31, 2021 Gain on embedded derivatives 1 $ (784,261 ) Deferred charge loss 1 1,615,102 Loss on substantial modification and conversion 1 8,571,881 Gain on warrant liability remeasurement (Note 15) 2 (3,362,601 ) Total $ 6,040,121 1 Associated with the 2021 Debentures (Note 14(b)) of which the majority is realized at December 31, 2021. 2 Change in fair value unrealized (Note 26). |
Other Income (Tables)
Other Income (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary Of Other Income Explanatory | c) Other income Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Government assistance 1 $ — $ (1,612,053 ) $ (637,942 ) $ (3,729,796 ) Government loan forgiveness — (787,699 ) — (1,086,781 ) Derecognition of contingent consideration (368,806 ) (1,973 ) (368,806 ) (574,235 ) Fair value adjustment to royalty receivable 2 (3,394,455 ) — (3,394,455 ) — Loss on deconsolidation of subsidiary 2 210,488 — 210,488 — Other (117,537 ) (4,809 ) (141,887 ) (81,030 ) Total other income $ (3,670,310 ) $ (2,406,534 ) $ (4,332,602 ) $ (5,471,842 ) 1 Majority of government assistance are grants from the Canadian Government for wage and rental subsidies. 2 See Note 15. | Year Ended December 31, 2021 2020 2019 Government assistance 1 $ (4,201,822) $ (2,775,677) $ – US Government loan forgiveness 2 (1,825,237) (124,507) – Derecognition of contingent consideration (Note 18) (1,010,024) – – Other (89,014) (32,158) (167,913) Total other income $ (7,126,097) $ (2,932,342) $ (167,913) 1 Majority represents amounts received from the Canadian Government for wage and rental subsidies associated with COVID-19. The amount of government assistance available is dependent on the programs in place and the Company’s eligibility for these programs. 2 Includes other income recognized as below market interest rate benefit. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of amounts recognized in net loss | Year Ended December 31, 2021 2020 2019 Current tax expense Current year 157,303 (295,709 ) 181,895 Changes in estimates related to prior years – – – 157,303 (295,709) 181,895 Deferred tax expense (recovery) Origination and reversal of temporary differences (13,161,689 ) (10,744,803 ) (6,261,674 ) Change in unrecognized deferred income tax assets 11,339,580 10,076,594 3,569,361 (1,822,109) (668,209) (2,692,313) Tax expense (recovery) $ (1,664,806) $ (963,918) $ (2,510,418) |
Summary of reconciliation of effective tax rate | Year Ended December 31, 2021 2020 2019 Loss before taxes $ (46,364,119) $ (35,824,882) $ (30,405,252) Statutory income tax rate 1 27 % 27 % 27 % Income tax recovery at statutory rate (12,518,312) (9,672,718) (8,209,418) Increase (decrease) in taxes resulting from: Change in deferred tax assets not recognized 11,339,580 10,076,594 3,569,361 Foreign tax rate and other foreign tax differences (2,089,761) (2,293,503) (1,015,536) Change in enacted rates 608,064 (58,050) – Share issuance costs and other (828,082) 126,247 49,210 Non-deductible transaction costs 38,776 424,828 2,664,789 Other non-deductible items 1,784,929 432,684 431,176 Tax expense (recovery) $ (1,664,806) $ (963,918) $ (2,510,418) 1 Comprised of the Canadian Federal effective corporate tax rate of 15.0% and blended provincial tax rates. |
Summary of significant components of the company's deferred income tax asset (liabilities) | The significant components of the Company’s deferred income tax asset (liabilities) are as follows: At December Recovery/ Recovery/ Recovery/ At December Property and equipment $ 261,661 $ (195,977) $ – $ 2,575 $ 68,259 Intangible assets (5,012,355) 1,415,370 – 73,801 (3,523,184) Loans and accrued liabilities (1,714,850) 1,471,654 – (1,816) (245,012) Share issuance costs 27,453 25,467 – – 52,920 Foreign exchange – (6,765) – 24 (6,741) Non-capital losses/net operating losses 2,269,186 (887,640) – (18,845) 1,362,701 Total $ (4,168,905) $ 1,822,109 $ – $ 55,739 $ (2,291,057) At December Acquired in Recovery/ Recovery/ Recovery/ (expense) At December Property and equipment $ – $ (376) $ 263,436 $ – $ (1,399) $ 261,661 Intangible assets (5,321,008) (1,136,429) 1,280,692 – 164,390 (5,012,355) Loans and accrued liabilities (1,696,435) – (41,233) 24,000 (1,182) (1,714,850) Share issuance costs – – 27,453 – – 27,453 Foreign exchange (39,533) – 39,533 – – 0 Non-capital losses/net operating losses 3,202,361 – (901,672) – (31,503) 2,269,186 Total $ (3,854,615) $ (1,136,805) $ 668,209 $ 24,000 $ 130,306 $ (4,168,905) |
Summary of deferred tax assets not recognized and tax losses carried forward | Year Ended December 31, 2021 2020 Net operating losses - United States $ 77,415,498 $ 55,395,751 Non-capital losses - Canada 68,018,286 45,619,846 Foreign tax losses 157,602 865,599 Investment tax credits and research and development expenditures 6,603,163 6,603,287 Property and equipment 948,765 753,467 Share issuance costs 6,510,677 1,282,965 Other 2,046,890 1,922,194 $ 161,700,881 $ 112,443,109 |
Financial Instruments and Fin_2
Financial Instruments and Financial Risk Management (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary of detailed information about carrying values of financial assets and liabilities measured | The following represents the carrying values of the financial assets and liabilities of the Company and the associated measurement basis for each balance. Financial assets Measurement basis September 30, 2022 December 31, 2021 Cash and cash equivalents Amortized cost $ 1,712,978 $ 4,588,057 Trade and other receivables 1 Amortized cost 2,616,112 14,329,781 Long-term receivables Amortized cost 207,502 740,431 $ 4,536,592 $ 19,658,269 Financial liabilities Bank indebtedness Amortized cost $ 3,393,082 $ 3,460,109 Trade payables and accrued liabilities 1 Amortized cost 12,206,675 12,003,979 Loans and borrowings Amortized cost 26,882,342 13,215,601 Lease liabilities Amortized cost 7,483,564 1,045,472 2019 Debentures - host liability Amortized cost 23,457,500 22,185,170 2021 Debentures - host liability Amortized cost 83,255 69,034 2021 Debentures embedded derivative FVTPL 6,060 41,506 Warrant liability - business acquisition FVTPL — 709,835 Warrant liabilities - derivatives (Note 12) FVTPL 840,518 7,975,137 Business acquisition payable FVTPL 1,093,021 1,398,972 $ 75,446,017 $ 62,104,815 1 Excludes amounts for indirect taxes, income taxes and contract assets, where applicable. | The following represents the carrying values of the financial assets and liabilities of the Company and the associated measurement basis for each balance. Financial assets Measurement December 31, 2021 December 31, 2020 Cash and cash equivalents Amortized cost $ 4,588,057 $ 1,110,889 Trade and other receivables 1 Amortized cost 14,329,781 11,224,017 Long-term receivables Amortized cost 740,431 2,536,272 Derivative asset FVTPL — 131,400 $ 19,658,269 $ 15,002,578 Financial liabilities Bank indebtedness Amortized cost $ 3,460,109 $ 976,779 Trade payables and accrued liabilities 1 Amortized cost 12,003,979 12,693,256 Loans and borrowings Amortized cost 13,215,601 13,152,300 Lease liabilities 2 Amortized cost 1,045,472 3,945,076 2019 Debentures - host liability 3 Amortized cost 22,185,170 19,534,988 2021 Debentures - host liability 3 Amortized cost 69,034 — 2021 Debentures embedded derivative FVTPL 41,506 — Warrant liability - business acquisition FVTPL 709,835 710,924 Warrant liabilities - derivatives (Note 15) FVTPL 7,975,137 — Business acquisition payable Amortized cost 1,398,972 2,439,529 Other liabilities Amortized cost — 6,236,415 $ 62,104,815 $ 59,689,267 1 Excludes amounts for indirect taxes, income taxes and contract asset, where applicable. Note 27 describes credit risk associated with trade receivables including reconciliation of expected credit loss allowance. 2 Lease liabilities are not subject to classification in the fair value hierarchy. 3 2019 Debentures (Note 14(a)) and 2021 Debentures host liability (Note 14(b)). |
Capital and Risk Management (Ta
Capital and Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Carrying Values of Financial Liabilities and Contractual Undiscounted Cash Flows | The Company’s carrying values of financial liabilities and the contractual undiscounted cash flows associated with these liabilities broken into relevant maturity grouping based on their contractual maturities are as follows: At December 31, 2021 Undiscounted Contractual Cash Flows Carrying < 1 year 1 – 2 years > 2 years Total Bank indebtedness 1 $ 3,460,109 $ 3,460,109 $ – $ – $ 3,460,109 Trade payables and accrued liabilities 12,421,309 12,421,309 – – 12,421,309 Loans and borrowings 2 13,215,601 11,763,697 786,123 – 12,549,820 Lease liabilities 3 1,045,472 521,506 534,241 179,281 1,235,028 2019 Debentures 22,185,170 24,630,375 – – 24,630,375 2021 Debentures 110,540 7,635 103,073 – 110,708 Warrant liabilities 4 8,880,038 709,835 – – 709,835 Business acquisition payable 1,398,972 1,398,972 – – 1,398,972 $ 62,717,211 $ 54,913,438 $ 1,423,437 $ 179,281 $ 56,516,156 1 No contractual maturity. Excludes interest charged on facility as detailed in Note 13. 2 Includes term loan with a carrying value of $9,275,683 classified as current due to covenant breach. Assuming term loan is repaid in accordance with agreement to maturity, the undiscounted contractual cash flows for loans and borrowings would be $2,933,739, $5,472,193, and $4,143,888 , respectively for the periods presented above. 3 Variable costs due under leases not included in this amount. Minimum payment related to leases which have not yet commenced are not included in this amount. See Note 29. 4 Majority of liability will be settled by issuing common shares of the Company when warrants are exercised during the year. The remaining amount may be settled in cash or common shares of Agnity (Note 15). As at December 31, 2020 Undiscounted Contractual Cash Flows Carrying < 1 year 1 – 2 years > 2 years Total Bank indebtedness $ 976,779 $ 976,779 $ – $ – $ 976,779 Trade payables and accrued liabilities 12,924,256 12,924,256 – – 12,924,256 Loans and borrowings 13,152,300 4,248,351 2,617,443 8,796,757 15,662,551 Lease liabilities 3,945,076 1,131,528 939,108 2,815,695 4,886,331 2019 Debentures 19,534,988 2,350,750 24,629,655 – 26,980,405 Warrant liabilities 710,924 710,924 – – 710,924 Business acquisition payable 2,439,529 1,594,297 845,232 – 2,439,529 Other liabilities 6,236,415 6,003,838 232,577 – 6,236,415 $ 59,920,267 $ 29,940,723 $ 29,264,015 $ 11,612,452 $ 70,817,190 |
Summary of Information about Allowance Account for Credit Losses of Trade Receivables and Long Term Receivables Explanatory | The movement in the ECL allowance related to trade receivables and long-term receivables was as follows (Note 6): December 31, 2021 December 31, 2020 Beginning balance $ 606,030 $ 382,901 Increase in loss allowance 1,162,537 443,961 Amounts written off during the year as uncollectible (65,930 ) (220,832 ) Effects of movement in exchange rates 4,581 – Total $ 1,707,218 $ 606,030 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed explanation of Undiscounted Contractual Cash Flows [Abstract] | |
Minimum Payments for Contractual Commitments that are not Recognized as Liabilities | The Company has the following minimum payments for contractual commitments that are not recognized as liabilities at December 31, 2021, which are disclosed in Note 27(a) - Risk Management, Liquidity Risk Undiscounted Contractual Cash Flows < 1 year 2 - 3 years 4 - 5 years More than 5 Total Variable lease payments 1 $ 396,719 $ 477,562 $ 125,275 $ 12,999 $ 1,012,555 Lease payments related to leases which have not yet commenced 2 104,702 2,589,330 2,762,597 12,636,454 18,093,083 $ 501,421 $ 3,066,892 $ 2,887,872 $ 12,649,453 $ 19,105,638 1 Variable lease payments associated lease liabilities (Note 8). 2 In October 2021, the Company executed a 12-year lease for office space in Calgary, Alberta. Basic rent and estimated common expense payments commence in December 2022, preceded by a fixturing period which the Company will use to build out the space. The Company will receive a tenant improvement allowance which is expected to cover the majority of the costs. |
Other Income _ Expense (Tables)
Other Income / Expense (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary of finance cost | a) Finance Costs Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Interest on loans and borrowings $ 786,061 $ 247,525 $ 1,917,618 $ 781,033 Interest on convertible debentures 609,756 1,320,886 3,064,106 4,426,119 Interest on lease liabilities 108,031 70,899 309,448 225,753 Transaction costs expensed 115,856 76,324 364,501 530,898 Other finance costs (income) (18,566 ) (3,199 ) 34,095 (68,855 ) Total finance costs $ 1,601,138 $ 1,712,435 $ 5,689,768 $ 5,894,948 | Year Ended December 31, 2021 2020 2019 Interest on loans and borrowings (Note 12) $ 1,179,234 $ 1,272,512 $ 918,682 Interest on convertible debentures (Note 14) 5,740,346 4,410,206 2,130,247 Interest on lease liabilities (Note 8) 137,245 350,792 168,571 Transaction costs expensed 1 1,471,219 – – Other finance costs 90,750 – – Total finance costs $ 8,618,794 $ 6,033,510 $ 3,217,500 1 Transaction costs include costs incurred associated with financing or equity transactions that are not otherwise netted against the debt or equity instrument. The majority of costs are associated with the USD brokered public offering (Note 19(a)), the 2021 Debentures (Note 14(b)), the Fiera term loan amendment (Note 12) and the ATB facility amendment (Note 13). See Note 31 (a) and (b) for subsequent changes to Fiera loan. |
Summary of (gains) losses on change in fair value of derivatives | b) Fair value (gain) loss on derivatives Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Gain on warrant liability remeasurement 1 $ (2,359,935 ) $ (280,177 ) $ (7,359,015 ) $ (280,177 ) Gain on embedded derivatives 2 (4,122 ) 372,115 (36,641 ) (791,944 ) Loss on substantial modification and conversion — 8,571,881 — 8,571,881 Deferred charge loss 2 — — — 1,615,102 Total fair value (gain) loss on derivatives $ (2,364,057 ) $ 8,663,819 $ (7,395,656 ) $ 9,114,862 1 Unrealized change in fair value (Note 12). 2 Associated with the 2021 Debentures. Transactions detailed in the 2021 Annual Financial Statements. | Year Ended December 31, 2021 Gain on embedded derivatives 1 $ (784,261 ) Deferred charge loss 1 1,615,102 Loss on substantial modification and conversion 1 8,571,881 Gain on warrant liability remeasurement (Note 15) 2 (3,362,601 ) Total $ 6,040,121 1 Associated with the 2021 Debentures (Note 14(b)) of which the majority is realized at December 31, 2021. 2 Change in fair value unrealized (Note 26). |
Summary of other income | c) Other income Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Government assistance 1 $ — $ (1,612,053 ) $ (637,942 ) $ (3,729,796 ) Government loan forgiveness — (787,699 ) — (1,086,781 ) Derecognition of contingent consideration (368,806 ) (1,973 ) (368,806 ) (574,235 ) Fair value adjustment to royalty receivable 2 (3,394,455 ) — (3,394,455 ) — Loss on deconsolidation of subsidiary 2 210,488 — 210,488 — Other (117,537 ) (4,809 ) (141,887 ) (81,030 ) Total other income $ (3,670,310 ) $ (2,406,534 ) $ (4,332,602 ) $ (5,471,842 ) 1 Majority of government assistance are grants from the Canadian Government for wage and rental subsidies. 2 See Note 15. | Year Ended December 31, 2021 2020 2019 Government assistance 1 $ (4,201,822) $ (2,775,677) $ – US Government loan forgiveness 2 (1,825,237) (124,507) – Derecognition of contingent consideration (Note 18) (1,010,024) – – Other (89,014) (32,158) (167,913) Total other income $ (7,126,097) $ (2,932,342) $ (167,913) 1 Majority represents amounts received from the Canadian Government for wage and rental subsidies associated with COVID-19. The amount of government assistance available is dependent on the programs in place and the Company’s eligibility for these programs. 2 Includes other income recognized as below market interest rate benefit. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary of Changes in Non Cash Working Capital | a) Changes in non-cash Nine months ended September 30, 2022 2021 Trade and other receivables decrease (increase) $ 3,776,478 $ (3,424,370 ) Long-term receivables decrease 533,888 1,910,730 Prepaid expenses and other assets (increase) (78,345 ) (528,557 ) Trade payables and accrued liabilities increase (decrease) 2,423,149 (438,927 ) Deferred revenue increase 1,590,644 132,553 Increase (decrease) in working capital $ 8,245,814 $ (2,348,571 ) | a) Changes in non-cash working capital 2021 2020 2019 Trade and other receivables (increase) $ (3,342,737) $ (2,006,780) $ (169,896) Long-term receivables decrease (increase) 1,682,646 (924,625) (3,662,207) Prepaid expenses and other assets decrease (increase) (591,737) (1,119,123) 150,991 Trade payables and accrued liabilities (decrease) increase (782,561) 2,513,477 1,102,361 Deferred revenue increase 1,045,868 632,839 447,511 Decrease in working capital $ (1,988,521) $ (904,212) $ (2,131,240) |
Summary of Non Cash Investing and Financing Activities | c) Non-cash Nine months ended September 30, 2022 2021 Non-cash 1 $ 1,278,671 $ 2,289,481 Addition of right-of-use 2 6,874,258 — Addition to lease liabilities 2 6,758,036 — Non-cash — 294,894 1 Associated mainly with convertible debentures. 2 Associated mainly with Calgary lease described in Note 6 and one other new lease in the nine months ended September 30, 2022. | c) Non-cash investing and financing activities For the years ended December 31, 2021 2020 2019 Value of shares issued in business combination $ – $ 8,186,620 $ 13,320,000 Value of shares issued on conversion of 2021 Debentures 14(b) $ 14,436,728 $ – $ – Value of share issued on conversion of 2019 Debentures $ – $ 50,000 $ – Value of shares issued on AirFusion asset acquisition $ – $ 820,000 $ – Settlement of liabilities through issuance of common shares or RSUs $ – $ 143,002 $ 84,252 Non-cash accretion of interest included in finance cost $ 3,015,294 $ 2,145,706 $ 909,158 Non-cash broker warrants compensation 19(b) $ 294,894 $ – $ – Non-cash underwriter warrants compensation 19(b) $ 162,947 $ – $ – Non-cash warrants consideration associated with credit facility $ 195,066 $ – $ – Shares issued to extinguish the loan from Flow Capital $ – $ – $ 606,495 Addition to right-of-use assets $ – $ 599,861 $ 468,703 Addition to lease liabilities $ – $ 599,861 $ 586,000 |
Summary of Changes in liabilities arising from financing activities | b) Changes in liabilities arising from financing activities Nine months ended September 30, 2022 2021 Balance of loans, borrowings and PPP loans, beginning of period $ 13,215,601 $ 14,102,718 New advances 25,261,685 7,964,784 Repayments of principal (10,446,351 ) (7,765,764 ) Repayments of interest (1,732,966 ) (665,097 ) Liability related items Forgiveness of PPP Loans 1 — (965,871 ) Finance fees paid (300,707 ) — Non-cash Accretion of interest and debt issuance costs 1,598,734 663,880 Loss on debt modification 161,698 — Benefit from below market interest rate — (117,482 ) Deconsolidation of subsidiary 2 (2,803,315 ) — Foreign exchange and other 1,927,963 100,213 Balance of loans, borrowings and PPP loans, end of period $ 26,882,342 $ 13,317,381 1 Paycheck Protection Plan (“PPP”) loans as described in the 2021 Annual Financial Statements. 2 See Note 15 | b) Changes in liabilities arising from financing activities 2021 2020 2019 Balance of loans, borrowings and PPP loans, beginning of year $ 14,102,718 $ 13,973,055 $ 78,285 New advances 10,664,916 8,726,766 16,539,700 Repayments of principal (9,781,554) (9,011,638) (6,787,528) Repayments of interest (757,950) (642,809) (500,413) Liability assumed – – 2,904,355 Liability related items Assumption of loans in business combination – 371,609 1,339,546 Forgiveness of PPP Loans (1,835,237) (124,507) – Finance fees paid (191,310) – Non-cash related items Accretion of interest and debt issuance costs 869,567 959,058 445,762 Loss on debt modification 138,908 – – Foreign exchange and other 5,543 (148,816) (46,652) Balance of loans, borrowings and PPP loans, end of year $ 13,215,601 $ 14,102,718 $ 13,973,055 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary of Subsidiaries | The impact of deconsolidating Agnity had the following effect on the consolidated statement of financial position: July 29, 2022 Cash and cash equivalents $ (37,642 ) Trade and other receivables (3,716,258 ) Prepaid expenses and deposits - current (240,511 ) Prepaid expenses and deposits - non-current (236,637 ) Property and equipment (263,139 ) Intangible assets (3,547,954 ) Trade payables and accrued liabilities 5,193,353 Deferred revenue 2,474,113 Due to related party 188,836 Loans and borrowings - current 2,605,503 Loans and borrowings - non-current 197,812 Deferred income tax liabilities (2,993 ) Net assets $ 2,614,483 Less: Non-controlling (2,824,971 ) Loss on disposal of Agnity $ (210,488 ) The following table summarizes the information relating to Agnity prior to the loss of control on July 29, 2022, before any intercompany eliminations. For the period from January 1, 2022 to July 29, 2022 Revenue $ 1,850,588 Loss allocated to NCI $ (5,242,577 ) Other comprehensive income allocated to NCI 92,013 Total comprehensive loss attributable to NCI $ (5,150,564 ) Cash flows provided by operating activities $ 591,772 Cash flows used in investing activities (8,871 ) Cash flows used in financing activities (693,704 ) Foreign exchange impact on cash held in USD 5,056 Net decrease in cash and cash equivalents $ (105,747 ) | Principle Place of Functional mCloud Technologies Corp. Parent company Canada CDN $ mCloud Technologies (USA) Inc. Operations United States USD $ mCloud Technologies (Canada) Inc. Operations Canada CDN $ Field Diagnostic Services, Inc. (“FDSI”) Operations United States USD $ Construction Systems Associates, Inc. (“CSA”) Operations United States USD $ mCloud Technologies Services Inc. (“MTS”) Operations Canada CDN $ NGRAIN (Canada) Corporation (“NGRAIN”) Operations Canada CDN $ kanepi Group Pty. Ltd. Operations Australia AUD $ kanepi Services Pty. Ltd. Operations Australia AUD $ mCloud Technologies Singapore Pte. Ltd. Operations Singapore SGD $ mCloud Corp (HK) Ltd. Operations China RMB ¥ mCloud Technologies (Saudi Arabia) Operations Saudi Arabia SAR $ Agnity Global, Inc. (“Agnity”) Operations United States USD $ Agnity Communications, Inc. (“ACI”) Operations United Stated USD $ Agnity Healthcare, Inc. (“AHI”) Operations United States USD $ |
Summary of Estimated Useful Lives of Property Plant and Equipment | Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows: Life Computer equipment 2 -5 years Office furniture and equipment 7 years Leasehold improvements lesser of useful lives or lease term |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Domicile of entity | Vancouver, Canada | Vancouver, Canada |
Address of entity registered office | 550-510 | 550-510 |
Basis of Accounting - Additiona
Basis of Accounting - Additional Information (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of objectives, policies and processes for managing capital [line items] | |||||||
Name of ultimate parent of group | mCloud | ||||||
Net loss | $ 8,971,888 | $ 15,616,305 | $ 31,606,718 | $ 34,368,325 | $ 44,699,313 | $ 34,860,963 | $ 27,894,834 |
Net cash used in operating activities | (23,572,473) | (18,338,618) | (28,329,771) | (24,855,800) | $ (15,988,223) | ||
Working capital deficit | 43,359,783 | 43,359,783 | 42,108,177 | ||||
Current borrowings | 3,393,082 | 3,393,082 | 3,460,109 | 976,779 | |||
Trade and other current payables | 13,006,686 | 13,006,686 | 12,421,309 | 12,924,256 | |||
Current lease liabilities | $ 542,836 | $ 542,836 | $ 410,674 | $ 835,472 | |||
Adjusted amount | $ 98,411 | $ 1,498,723 | |||||
Earnings per share basic and diluted attributable to parent | $ 0.53 | $ 1.22 | $ 1.63 | $ 3.15 | $ 3.76 | $ 5.01 | $ 6.97 |
Accumulative other comprehensive income | $ (2,256,567) | $ (2,256,567) | $ 1,227,269 | $ 1,435,384 | |||
Deficit | (155,036,039) | (155,036,039) | (128,671,898) | (83,909,198) | |||
Non-controlling interest | 0 | 0 | 2,495,288 | 2,293,246 | |||
Net income loss attributable to parent | (8,534,909) | $ (15,466,293) | (26,364,141) | $ (34,667,330) | (44,762,700) | (36,447,551) | $ (28,484,890) |
Net income loss attributable to non controlling interest | (436,979) | $ (150,012) | $ (5,242,577) | $ 299,005 | 63,387 | 1,586,588 | 590,056 |
Going Concern Assessment [Member] | Term Loan [Member] | |||||||
Disclosure of objectives, policies and processes for managing capital [line items] | |||||||
Borrowings, Maturity | the repayment of the term loan in full on or before November 30, 2022 (Note 9); | ||||||
Top of range [member] | |||||||
Disclosure of objectives, policies and processes for managing capital [line items] | |||||||
Earnings per share basic and diluted attributable to parent | $ 1.22 | $ 3.15 | |||||
Bottom of range [member] | |||||||
Disclosure of objectives, policies and processes for managing capital [line items] | |||||||
Earnings per share basic and diluted attributable to parent | $ 1.23 | $ 3.01 | |||||
Not later than one year [member] | |||||||
Disclosure of objectives, policies and processes for managing capital [line items] | |||||||
Trade and other current payables | 13,006,686 | $ 13,006,686 | 12,421,309 | ||||
Current lease liabilities | 1,663,742 | 1,663,742 | 1,000,000 | ||||
Not later than one year [member] | Two Thousand And Nineteen Convertible Debentures [Member] | |||||||
Disclosure of objectives, policies and processes for managing capital [line items] | |||||||
Current borrowings | 23,457,500 | 23,457,500 | 23,457,500 | ||||
Not later than one year [member] | Short-term borrowings [member] | |||||||
Disclosure of objectives, policies and processes for managing capital [line items] | |||||||
Current borrowings | 8,468,535 | 8,468,535 | 11,763,697 | ||||
Not later than one year [member] | Short-term borrowings [member] | 30-Nov-22. | |||||||
Disclosure of objectives, policies and processes for managing capital [line items] | |||||||
Current borrowings | $ 6,307,392 | $ 6,307,392 | |||||
Increase (decrease) due to corrections of prior period errors [member] | |||||||
Disclosure of objectives, policies and processes for managing capital [line items] | |||||||
Accumulative other comprehensive income | $ (102,247) | $ (102,247) | (344,729) | (234,212) | |||
Deficit | (1,344,175) | (1,777,168) | |||||
Non-controlling interest | $ 102,247 | $ 102,247 | $ (999,446) | $ (1,542,956) | |||
Reclassification Between Accumulated Other Comprehensive Income Non Controlling Interest And Accumulated Deficit [Member] | |||||||
Disclosure of objectives, policies and processes for managing capital [line items] | |||||||
Accumulative other comprehensive income | 22,877 | ||||||
Deficit | (1,354,452) | ||||||
Non-controlling interest | $ (1,377,329) | ||||||
Reclassification Between Income Loss Attributable To Parent And Non Controlling Interest [Member] | |||||||
Disclosure of objectives, policies and processes for managing capital [line items] | |||||||
Earnings per share basic and diluted attributable to parent | $ 0.03 | $ 0.06 | $ 0.33 | ||||
Net income loss attributable to parent | $ 432,993 | $ 422,716 | $ 1,354,452 | ||||
Net income loss attributable to non controlling interest | $ 432,993 | $ 422,716 | $ 1,354,452 |
Critical Accounting Estimates_2
Critical Accounting Estimates And Judgements - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 CAD ($) | |
Text Block [Abstract] | |
Goodwill impairment loss | $ 0 |
Segment Reporting - Summary of
Segment Reporting - Summary of Company's Revenue and Non-current Assets (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||||
Disclosure of geographical areas [line items] | |||||||||||
Total revenue | $ 2,906,100 | $ 7,434,319 | $ 9,604,729 | $ 21,426,348 | $ 25,596,972 | $ 26,928,439 | $ 18,340,249 | ||||
Total non-current assets | 44,319,350 | 44,319,350 | 50,199,007 | 62,123,576 | |||||||
Operating segments [member] | |||||||||||
Disclosure of geographical areas [line items] | |||||||||||
Total revenue | 25,596,972 | 26,928,439 | 18,340,249 | ||||||||
Total non-current assets | 50,199,007 | 62,123,576 | |||||||||
Canada [Member] | Operating segments [member] | |||||||||||
Disclosure of geographical areas [line items] | |||||||||||
Total revenue | 1,793,547 | [1] | 3,908,593 | [1] | 3,064,814 | [1] | 11,760,782 | [1] | 10,733,922 | 13,832,691 | 10,889,542 |
Total non-current assets | 30,812,581 | 37,966,772 | |||||||||
United States [Member] | Operating segments [member] | |||||||||||
Disclosure of geographical areas [line items] | |||||||||||
Total revenue | 6,564,271 | 5,691,202 | $ 7,450,707 | ||||||||
Total non-current assets | 9,014,016 | 12,424,844 | |||||||||
JAPAN | Operating segments [member] | |||||||||||
Disclosure of geographical areas [line items] | |||||||||||
Total revenue | 5,849,967 | 6,446,939 | |||||||||
AUSTRALIA | Operating segments [member] | |||||||||||
Disclosure of geographical areas [line items] | |||||||||||
Total revenue | 993,933 | 152,301 | |||||||||
Total non-current assets | 10,372,410 | 11,731,960 | |||||||||
Other [Member] | Operating segments [member] | |||||||||||
Disclosure of geographical areas [line items] | |||||||||||
Total revenue | $ 266,163 | $ 150,024 | $ 819,739 | $ 320,018 | $ 1,454,879 | $ 805,306 | |||||
[1]Includes impact of previously recognized revenue for contract modification as explained in tables above. |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 CAD ($) | |
Disclosure of geographical areas [line items] | |
Number of operating segments | 1 |
Bottom of range [member] | |
Disclosure of geographical areas [line items] | |
Percentage of entity revenue | 10% |
Segment Reporting-significant c
Segment Reporting-significant customers who accounted for greater than 10% of total revenues (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Bottom of range [member] | |||
Disclosure of major customers [line items] | |||
Percentage of entity's revenue | 10% | ||
Customer A [Member] | |||
Disclosure of major customers [line items] | |||
Percentage of entity's revenue | 14% | ||
Customer A [Member] | Bottom of range [member] | |||
Disclosure of major customers [line items] | |||
Percentage of entity's revenue | 10% | ||
Customer B [Member] | |||
Disclosure of major customers [line items] | |||
Percentage of entity's revenue | 13% | 11% | |
Customer B [Member] | Bottom of range [member] | |||
Disclosure of major customers [line items] | |||
Percentage of entity's revenue | 10% | ||
Customer C [Member] | |||
Disclosure of major customers [line items] | |||
Percentage of entity's revenue | 11% | 20% | |
Customer C [Member] | Bottom of range [member] | |||
Disclosure of major customers [line items] | |||
Percentage of entity's revenue | 10% | ||
Customer D [Member] | |||
Disclosure of major customers [line items] | |||
Percentage of entity's revenue | 11% | ||
Customer D [Member] | Bottom of range [member] | |||
Disclosure of major customers [line items] | |||
Percentage of entity's revenue | 10% |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated By Major Service Line and Timing of Revenue Recognition (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | $ 2,906,100 | $ 7,434,319 | $ 9,604,729 | $ 21,426,348 | $ 25,596,972 | $ 26,928,439 | $ 18,340,249 | |||||
Over time [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | 2,906,100 | [1],[2] | 7,175,306 | [1],[2] | 10,551,763 | [1],[2] | 18,877,157 | [1],[2] | 24,422,749 | 18,551,736 | 12,375,586 | |
At a point in time upon completion [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | 0 | [1],[2] | 259,013 | [1],[2] | (947,034) | [1],[2] | 2,549,191 | [1],[2] | 1,174,223 | 8,376,703 | 5,964,663 | |
AssetCare initialization [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | [4] | 54,743 | [3] | 259,013 | [3] | 498,213 | [3] | 1,077,577 | [3] | 1,250,181 | 7,689,232 | 5,964,663 |
AssetCare solutions [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | [5] | 2,688,087 | [3] | 7,060,883 | [3] | 11,372,289 | [3] | 19,575,341 | [3] | 23,461,748 | 12,809,054 | 2,939,582 |
Engineering services [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | [6] | $ 163,270 | [3] | $ 114,423 | [3] | 305,903 | [3] | $ 773,430 | [3] | $ 885,043 | $ 6,430,153 | $ 9,436,004 |
Contract modification revenue reversal [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | [3],[7] | $ (2,571,676) | ||||||||||
[1]Revenues from Agnity: For the three months ended September 30, 2022, revenue from Agnity consisted of $403,477 for Over time and $4,789 for At a point in time upon completion. For the nine months ended September 30, 2022, revenue from Agnity consisted of $2,879,772 for Over time and $1,029,183 in net revenue reversal for At a point in time upon completion.[2]See table above and related footnote 4. The nine months ended September 30, 2022 reflects the reversal of $534,662 of revenue recognized over time and $2,037,014 of revenue recognized at point in time upon completion.[3]Revenues from Agnity: For the three months ended September 30, 2022, revenue from Agnity consisted of $4,789 for AssetCare Initialization, $403,477 for AssetCare Solutions, and $nil for Engineering Services. For the nine months ended September 30, 2022, revenue from Agnity consisted of $13,360 for AssetCare Initialization, $4,408,905 for AssetCare Solutions, and $2,571,676 for Contract modification revenue reversal.[4]Revenues from initial implementation and activation of AssetCare projects, including the sale of hardware.[5]Revenues include sales of subscriptions to AssetCare, other subscriptions, post contract support and maintenance, perpetual software licenses, and installation and engineering services.[6]Revenues includes consulting, implementation and integration services entered into on a time and materials basis or fixed fee basis without the use of AssetCare.[7]During the nine months ended September 30, 2022, the Company cancelled a multi-year customer contract for which services had been performed in prior periods, resulting in a contract modification. As a result, revenue from AssetCare Initialization of $2,037,014 and AssetCare Solutions of $534,662 which were recorded in prior periods was reversed during the nine months ended September 30, 2022. |
Revenue - Summary of Revenue _2
Revenue - Summary of Revenue Disaggregated By Major Service Line and Timing of Revenue Recognition (Parenthetical) (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | $ 2,906,100 | $ 7,434,319 | $ 9,604,729 | $ 21,426,348 | $ 25,596,972 | $ 26,928,439 | $ 18,340,249 | |||||
Goods or services transferred over time [member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Reversal of revenue previously reported | 534,662 | |||||||||||
Revenue from contracts with customers | 2,906,100 | [1],[2] | 7,175,306 | [1],[2] | 10,551,763 | [1],[2] | 18,877,157 | [1],[2] | 24,422,749 | 18,551,736 | 12,375,586 | |
Goods or services transferred over time [member] | Agnity Global Inc [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | 403,477 | 2,879,772 | ||||||||||
Goods or services transferred at point in time [member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Reversal of revenue previously reported | 2,037,014 | |||||||||||
Revenue from contracts with customers | 0 | [1],[2] | 259,013 | [1],[2] | (947,034) | [1],[2] | 2,549,191 | [1],[2] | 1,174,223 | 8,376,703 | 5,964,663 | |
Goods or services transferred at point in time [member] | Agnity Global Inc [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | 4,789 | |||||||||||
Net Revenue Reversal At Apoint In Time [Member] | Agnity Global Inc [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | 1,029,183 | |||||||||||
AssetCare initialization [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Reversal of revenue previously reported | 2,037,014 | |||||||||||
Revenue from contracts with customers | [4] | 54,743 | [3] | 259,013 | [3] | 498,213 | [3] | 1,077,577 | [3] | 1,250,181 | 7,689,232 | 5,964,663 |
AssetCare initialization [Member] | Agnity Global Inc [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | 4,789 | 13,360 | ||||||||||
AssetCare solutions [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Reversal of revenue previously reported | 534,662 | |||||||||||
Revenue from contracts with customers | [5] | 2,688,087 | [3] | 7,060,883 | [3] | 11,372,289 | [3] | 19,575,341 | [3] | 23,461,748 | 12,809,054 | 2,939,582 |
AssetCare solutions [Member] | Agnity Global Inc [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | 403,477 | 4,408,905 | ||||||||||
Contract Modification Revenue Reversal [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | [3],[6] | (2,571,676) | ||||||||||
Contract Modification Revenue Reversal [Member] | Agnity Global Inc [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | 2,571,676 | |||||||||||
Engineering Services [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | [7] | 163,270 | [3] | $ 114,423 | [3] | $ 305,903 | [3] | $ 773,430 | [3] | $ 885,043 | $ 6,430,153 | $ 9,436,004 |
Engineering Services [Member] | Agnity Global Inc [Member] | ||||||||||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||||||||||
Revenue from contracts with customers | $ 0 | |||||||||||
[1]Revenues from Agnity: For the three months ended September 30, 2022, revenue from Agnity consisted of $403,477 for Over time and $4,789 for At a point in time upon completion. For the nine months ended September 30, 2022, revenue from Agnity consisted of $2,879,772 for Over time and $1,029,183 in net revenue reversal for At a point in time upon completion.[2]See table above and related footnote 4. The nine months ended September 30, 2022 reflects the reversal of $534,662 of revenue recognized over time and $2,037,014 of revenue recognized at point in time upon completion.[3]Revenues from Agnity: For the three months ended September 30, 2022, revenue from Agnity consisted of $4,789 for AssetCare Initialization, $403,477 for AssetCare Solutions, and $nil for Engineering Services. For the nine months ended September 30, 2022, revenue from Agnity consisted of $13,360 for AssetCare Initialization, $4,408,905 for AssetCare Solutions, and $2,571,676 for Contract modification revenue reversal.[4]Revenues from initial implementation and activation of AssetCare projects, including the sale of hardware.[5]Revenues include sales of subscriptions to AssetCare, other subscriptions, post contract support and maintenance, perpetual software licenses, and installation and engineering services.[6]During the nine months ended September 30, 2022, the Company cancelled a multi-year customer contract for which services had been performed in prior periods, resulting in a contract modification. As a result, revenue from AssetCare Initialization of $2,037,014 and AssetCare Solutions of $534,662 which were recorded in prior periods was reversed during the nine months ended September 30, 2022.[7]Revenues includes consulting, implementation and integration services entered into on a time and materials basis or fixed fee basis without the use of AssetCare. |
Revenue - Summary of Company's
Revenue - Summary of Company's Revenue and Non-current Assets (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||||
Disclosure of geographical areas [line items] | |||||||||||
Total revenue | $ 2,906,100 | $ 7,434,319 | $ 9,604,729 | $ 21,426,348 | $ 25,596,972 | $ 26,928,439 | $ 18,340,249 | ||||
Operating segments [member] | |||||||||||
Disclosure of geographical areas [line items] | |||||||||||
Total revenue | 25,596,972 | 26,928,439 | 18,340,249 | ||||||||
Canada [Member] | Operating segments [member] | |||||||||||
Disclosure of geographical areas [line items] | |||||||||||
Total revenue | 1,793,547 | [1] | 3,908,593 | [1] | 3,064,814 | [1] | 11,760,782 | [1] | 10,733,922 | 13,832,691 | $ 10,889,542 |
Americas [Member] | Operating segments [member] | |||||||||||
Disclosure of geographical areas [line items] | |||||||||||
Total revenue | 435,958 | 1,813,304 | 3,603,887 | 4,484,977 | |||||||
Asia-Pacific [Member] | Operating segments [member] | |||||||||||
Disclosure of geographical areas [line items] | |||||||||||
Total revenue | 410,432 | 1,562,398 | 2,116,289 | 4,860,571 | |||||||
Other [Member] | Operating segments [member] | |||||||||||
Disclosure of geographical areas [line items] | |||||||||||
Total revenue | $ 266,163 | $ 150,024 | $ 819,739 | $ 320,018 | $ 1,454,879 | $ 805,306 | |||||
[1]Includes impact of previously recognized revenue for contract modification as explained in tables above. |
Revenue - Summary of Significan
Revenue - Summary of Significant Changes in Unbilled Revenue and Deferred Revenue Balances (Detail) - CAD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Unbilled revenue | ||||||
Beginning Balance | $ 756,042 | [1] | $ 554,740 | $ 658,931 | ||
Acquired in business combination | $ 117,686 | 2,347,207 | ||||
Additions | 4,246,675 | 7,470,881 | 11,478,436 | 9,595,535 | ||
Less: transferred to trade and other receivables | (3,994,071) | (7,269,579) | (11,557,665) | (11,278,312) | ||
Less: write-offs | (146,489) | |||||
Effect of movement in exchange rates | (90,657) | 3,841 | ||||
Less: loss allowance | (5,499) | |||||
Ending Balance | 917,989 | 756,042 | [1] | 554,740 | ||
Deferred revenue | ||||||
Beginning Balance | 2,811,408 | [1] | 1,771,120 | 1,138,281 | 133,678 | |
Additions | 6,487,315 | 10,616,893 | 6,316,586 | 5,309,436 | ||
Less: recognized in revenue | (4,900,537) | (9,585,211) | (5,612,896) | (4,878,419) | ||
Less: applied to outstanding trade receivables | (30,586) | |||||
Deconsolidation of subsidiary | (2,474,114) | |||||
Effect of movement in exchange rates | 65,758 | 8,606 | (40,265) | (17,229) | ||
Ending Balance | $ 1,989,830 | $ 2,811,408 | [1] | $ 1,771,120 | 1,138,281 | |
Agnity Global Inc [Member] | ||||||
Deferred revenue | ||||||
Acquired in business combination | 457,259 | |||||
mCloud Technologies Services Inc [Member] | ||||||
Deferred revenue | ||||||
Acquired in business combination | $ 133,556 | |||||
[1]Unbilled revenue is included in trade and other receivables (Note 6) and relates to the Company’s right to consideration for work completed but not billed at the reporting date. Unbilled revenue is transferred to trade and other receivables when services are billed to customers. |
Trade and Other Receivables a_3
Trade and Other Receivables and Long-Term Receivables - Summary of Trade and Other Receivables (Detail) - CAD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Trade and other current receivables [abstract] | ||||||
Trade receivables from contracts with customers | $ 2,239,790 | $ 14,204,320 | $ 10,182,229 | |||
Unbilled revenue (Note 4) | 917,989 | 756,042 | 554,740 | |||
Indirect taxes receivable | 175,603 | 148,200 | 341,583 | |||
Income taxes receivable | 60,530 | 2,217 | 594,036 | |||
Other receivables | 598,213 | 919,954 | 961,714 | |||
Contract asset | 25,118 | 86,777 | [1] | 153,178 | [1] | |
Loss allowance | (1,139,880) | (1,550,535) | (474,666) | |||
Trade and other current receivables | $ 2,877,363 | [2] | $ 14,566,975 | [2] | $ 12,312,814 | |
[1]At December 31, 2021, the total contract assets were $90,200 with the non-current portion of $3,423 included in other assets (December 31, 2020 - $314,894 total and $161,716 non-current). No new contract assets were recognized and amortization to cost of sales over the life of the contract assets continues to occur until June 30, 2023.[2]See Note 15 for the impact of the deconsolidation of a subsidiary. |
Trade and Other Receivables a_4
Trade and Other Receivables and Long-Term Receivables - Summary of Trade and Other Receivables (Parenthetical) (Detail) - CAD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statements [Line Items] | ||
Contract assets | $ 90,200 | $ 314,894 |
Non-current contract assets | $ 3,423 | $ 161,716 |
Trade and Other Receivables a_5
Trade and Other Receivables and Long-Term Receivables - Summary of Long-Term Receivables (Detail) - CAD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Text Block [Abstract] | |||
Current portion of long-term receivables | $ 201,331 | $ 397,060 | $ 445,213 |
Non-current portion of long-term receivables | 6,171 | 343,371 | 2,091,059 |
Total long-term receivables | $ 207,502 | $ 740,431 | $ 2,536,272 |
Trade and Other Receivables a_6
Trade and Other Receivables and Long-Term Receivables - Summary of Long-Term Receivables (Parenthetical) (Detail) - CAD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statements [Line Items] | |||
Allowance account for expected credit losses of financial assets, Current | $ 97,407 | $ 95,064 | $ 131,364 |
Allowance account for expected credit losses of financial assets, Noncurrent | $ 61,619 | $ 61,619 | $ 0 |
Prepaid Expenses And Other As_3
Prepaid Expenses And Other Assets - Summary of Prepayments and Other Assets (Detail) - CAD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Prepayments and accrued income including contract assets [abstract] | |||
Prepaid insurance | $ 348,063 | $ 122,893 | |
Advances | 121,806 | 38,593 | |
Deposits | 862,338 | 189,734 | |
Prepaid licenses | 938,887 | 1,075,797 | |
Prepaid services | 505,448 | 292,552 | |
Other prepaid costs | 197,962 | 325,481 | |
Other assets | 3,423 | 293,116 | |
Prepaid expenses and other assets | 2,977,927 | 2,338,166 | |
Current portion | $ 2,497,798 | 2,355,350 | 1,326,319 |
Non-current portion | $ 622,577 | $ 1,011,847 |
Leases - Summary of Change in C
Leases - Summary of Change in Carrying Amount of Company's Right of Use Assets (Detail) - CAD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of quantitative information about right-of-use assets [line items] | ||||
Beginning Balance | $ 916,028 | $ 3,660,717 | $ 4,206,808 | $ 285,086 |
Acquired right-of-use assets (Note 17) | 509,290 | 4,303,215 | ||
Additions to right-of-use assets | 90,571 | 183,617 | ||
Depreciation charge for the year | (828,256) | (926,429) | (481,977) | |
Impairment charge for the year | (78,764) | |||
Impact of lease modification | (1,924,504) | (221,590) | ||
Effect of movement in exchange rates | 8,071 | 2,067 | (4,369) | |
Ending Balance | 4,741,194 | 916,028 | 3,660,717 | 4,206,808 |
Office [Member] | ||||
Disclosure of quantitative information about right-of-use assets [line items] | ||||
Beginning Balance | 905,727 | 3,570,167 | 3,976,173 | 285,086 |
Acquired right-of-use assets (Note 17) | 509,290 | 4,207,837 | ||
Additions to right-of-use assets | 84,413 | |||
Depreciation charge for the year | (748,058) | (780,767) | (433,617) | |
Impairment charge for the year | (78,764) | |||
Impact of lease modification | (1,924,504) | (221,590) | ||
Effect of movement in exchange rates | 8,122 | 2,648 | (4,369) | |
Ending Balance | 905,727 | 3,570,167 | 3,976,173 | |
Equipment and Vehicles [Member] | ||||
Disclosure of quantitative information about right-of-use assets [line items] | ||||
Beginning Balance | $ 10,301 | 90,550 | 230,635 | |
Acquired right-of-use assets (Note 17) | 95,378 | |||
Additions to right-of-use assets | 6,158 | 183,617 | ||
Depreciation charge for the year | (80,198) | (145,661) | (48,360) | |
Effect of movement in exchange rates | (51) | (582) | ||
Ending Balance | $ 10,301 | $ 90,550 | $ 230,635 |
Leases - Summary of Amounts Rec
Leases - Summary of Amounts Recognized in Consolidated Statements of Loss and Comprehensive Loss (Detail) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Amounts Recognized In Consolidated Statements Of Income Loss And Comprehensive Income loss [Line Items] | |||
Accretion of lease liabilities included in finance costs | $ 137,272 | $ 350,792 | $ 168,571 |
Depreciation of right-of-use assets | 828,256 | 926,429 | 481,977 |
Expense related to variable lease payments | 825,212 | 824,062 | |
Expense related to short-term leases | 4,550 | ||
Total | $ 1,795,290 | $ 2,101,283 | $ 650,548 |
Leases - Summary of Amounts R_2
Leases - Summary of Amounts Recognized in Consolidated Statements of Cash Flows (Detail) - CAD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Text Block [Abstract] | |||||
Total cash outflows included in operating activities | $ 137,272 | $ 350,792 | $ 168,571 | ||
Total cash outflows included in financing activities | $ 401,218 | $ 887,304 | $ 1,095,327 | $ 814,072 | $ 422,783 |
Leases - Additional Information
Leases - Additional Information (Detail) - CAD ($) | 9 Months Ended | |||||
Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of quantitative information about right-of-use assets [line items] | ||||||
Lease term | 12 years | |||||
Right-of-use assets | $ 4,741,194 | $ 916,028 | $ 3,660,717 | $ 4,206,808 | $ 285,086 | |
Lease Liabilities | $ 7,483,564 | $ 1,045,472 | ||||
Right of use assets discount rate | 8% | |||||
Level 3 of fair value hierarchy [member] | ||||||
Disclosure of quantitative information about right-of-use assets [line items] | ||||||
Income from subleasing right-of-use assets | $ 7,476,902 | |||||
Office Space [Member] | ||||||
Disclosure of quantitative information about right-of-use assets [line items] | ||||||
Right-of-use assets | $ 6,322,509 | |||||
Lease Liabilities | $ 6,221,749 | |||||
Impairment charge for the year | 2,127,742 | |||||
Office Space [Member] | EDM [Member] | ||||||
Disclosure of quantitative information about right-of-use assets [line items] | ||||||
Income from subleasing right-of-use assets | 0 | |||||
Office Space [Member] | CAL [Member] | ||||||
Disclosure of quantitative information about right-of-use assets [line items] | ||||||
Income from subleasing right-of-use assets | $ 4,178,473 |
Goodwill - Summary of Reconcili
Goodwill - Summary of Reconciliation Changes in Goodwill (Detail) - CAD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Text Block [Abstract] | |||
Opening Balance | $ 27,081,795 | $ 27,086,727 | $ 18,758,975 |
Effect of movements in exchange rates | 192,873 | (4,932) | (77,589) |
Ending Balance | $ 27,274,668 | $ 27,081,795 | $ 27,086,727 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 CAD ($) | Sep. 30, 2022 CAD ($) $ / shares | Dec. 31, 2021 CAD ($) | |
Text Block [Abstract] | |||
Net assets carrying value | $ 29,750,000 | $ 29,750,000 | $ 36,160,000 |
Implied market capitalization of Goodwill | 115,700,000 | 146,500,000 | |
Impairment loss , Goodwill | $ 0 | $ 0 | |
Increase decrease in share price | $ / shares | $ 1 |
Property and Equipment - Summar
Property and Equipment - Summary of Write-off of Fully Amortized Assets (Detail) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | $ 506,387 | ||
Impairment | $ (78,764) | ||
Ending Balance | 649,403 | $ 506,387 | |
Gross carrying amount [member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 1,084,052 | 965,596 | 302,638 |
Additions | 626,841 | 127,688 | 138,122 |
Acquisitions | 549,598 | ||
Effect of movement in exchange rates | (5,836) | (9,232) | (10,302) |
Disposals | (197,412) | ||
Impairment | (14,460) | ||
Ending Balance | 1,507,645 | 1,084,052 | 965,596 |
Accumulated Depreciation [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 577,665 | 255,044 | 27,161 |
Effect of movement in exchange rates | (9,062) | (8,601) | (11,261) |
Disposals | (196,107) | ||
Depreciation | 485,746 | 331,222 | 239,144 |
Ending Balance | 858,242 | 577,665 | 255,044 |
Carrying Amounts [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 506,387 | ||
Ending Balance | 649,403 | 506,387 | |
Office Furniture and Equipment [member] | Gross carrying amount [member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 321,990 | 292,364 | 10,117 |
Additions | 30,543 | 30,529 | |
Acquisitions | 253,057 | ||
Effect of movement in exchange rates | (504) | (917) | (1,339) |
Disposals | (29,459) | ||
Ending Balance | 292,027 | 321,990 | 292,364 |
Office Furniture and Equipment [member] | Accumulated Depreciation [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 121,184 | 43,818 | 410 |
Effect of movement in exchange rates | (505) | (923) | (1,321) |
Disposals | (29,458) | ||
Depreciation | 75,117 | 78,289 | 44,729 |
Other movements | 6,746 | ||
Ending Balance | 173,084 | 121,184 | 43,818 |
Office Furniture and Equipment [member] | Carrying Amounts [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 200,806 | ||
Ending Balance | 118,943 | 200,806 | |
Leasehold Improvements [member] | Gross carrying amount [member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 375,238 | 376,589 | 239,555 |
Additions | 74,641 | ||
Acquisitions | 64,366 | ||
Effect of movement in exchange rates | (744) | (1,351) | (1,973) |
Disposals | (43,409) | ||
Ending Balance | 331,085 | 375,238 | 376,589 |
Leasehold Improvements [member] | Accumulated Depreciation [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 159,469 | 82,999 | 13,433 |
Effect of movement in exchange rates | (744) | (1,436) | (1,577) |
Disposals | (43,409) | ||
Depreciation | 73,864 | 77,906 | 71,143 |
Ending Balance | 189,180 | 159,469 | 82,999 |
Leasehold Improvements [member] | Carrying Amounts [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 215,769 | ||
Ending Balance | 141,905 | 215,769 | |
Computer Equipment [member] | Gross carrying amount [member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 386,824 | 296,643 | 52,966 |
Additions | 626,841 | 97,145 | 32,952 |
Acquisitions | 232,175 | ||
Effect of movement in exchange rates | (4,588) | (6,964) | (6,990) |
Disposals | (124,544) | ||
Impairment | (14,460) | ||
Ending Balance | 884,533 | 386,824 | 296,643 |
Computer Equipment [member] | Accumulated Depreciation [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 297,012 | 128,227 | 13,318 |
Effect of movement in exchange rates | (7,813) | (6,242) | (8,363) |
Disposals | (123,240) | ||
Depreciation | 336,765 | 175,027 | 123,272 |
Other movements | (6,746) | ||
Ending Balance | 495,978 | 297,012 | $ 128,227 |
Computer Equipment [member] | Carrying Amounts [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 89,812 | ||
Ending Balance | $ 388,555 | $ 89,812 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Summary of Detailed Information About Intangible Assets (Detail) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of detailed information about intangible assets [line items] | |||
Beginning Balance | $ 27,766,839 | ||
Impairment | $ (600,657) | ||
Ending Balance | 20,585,833 | $ 27,766,839 | |
Cost [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning Balance | 37,720,352 | 28,179,630 | 3,901,729 |
Additions | 440,965 | 2,333,666 | |
Acquisitions | 7,280,523 | 24,381,220 | |
Effect of movements in exchange rates | (2,004) | (73,467) | (103,319) |
Ending Balance | 38,159,313 | 37,720,352 | 28,179,630 |
Accumulated amortization and impairments [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning Balance | 9,953,513 | 4,508,541 | 733,856 |
Effect of movements in exchange rates | 9,157 | (40,640) | (55,770) |
Impairment | 507,433 | ||
Amortization | 7,610,810 | 5,485,612 | 3,323,022 |
Ending Balance | 17,573,480 | 9,953,513 | 4,508,541 |
Carrying amounts [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning Balance | 27,766,839 | ||
Ending Balance | 20,585,833 | 27,766,839 | |
Patents and trademarks [member] | Cost [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning Balance | 179,701 | 182,658 | 192,032 |
Effect of movements in exchange rates | (343) | (2,957) | (9,374) |
Ending Balance | 179,358 | 179,701 | 182,658 |
Patents and trademarks [member] | Accumulated amortization and impairments [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning Balance | 116,748 | 84,583 | 51,238 |
Effect of movements in exchange rates | 85 | (3,078) | (3,219) |
Amortization | 32,073 | 35,243 | 36,564 |
Ending Balance | 148,906 | 116,748 | 84,583 |
Patents and trademarks [member] | Carrying amounts [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning Balance | 62,953 | ||
Ending Balance | 30,452 | 62,953 | |
Customer relationships [member] | Cost [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning Balance | 19,636,830 | 16,240,990 | 2,118,739 |
Acquisitions | 3,434,334 | 14,168,830 | |
Effect of movements in exchange rates | (3,217) | (38,494) | (46,579) |
Ending Balance | 19,633,613 | 19,636,830 | 16,240,990 |
Customer relationships [member] | Accumulated amortization and impairments [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning Balance | 4,654,618 | 1,977,625 | 333,430 |
Effect of movements in exchange rates | 3,820 | (19,774) | (23,895) |
Amortization | 3,099,234 | 2,696,767 | 1,668,090 |
Ending Balance | 7,757,672 | 4,654,618 | 1,977,625 |
Customer relationships [member] | Carrying amounts [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning Balance | 14,982,212 | ||
Ending Balance | 11,875,941 | 14,982,212 | |
Technology [member] | Cost [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning Balance | 17,903,821 | 11,755,982 | 1,590,958 |
Additions | 440,965 | 2,333,666 | |
Acquisitions | 3,846,189 | 10,212,390 | |
Effect of movements in exchange rates | 1,556 | (32,016) | (47,366) |
Ending Balance | 18,346,342 | 17,903,821 | 11,755,982 |
Technology [member] | Accumulated amortization and impairments [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning Balance | 5,182,147 | 2,446,333 | 349,188 |
Effect of movements in exchange rates | 5,252 | (17,788) | (28,656) |
Impairment | 507,433 | ||
Amortization | 4,479,503 | 2,753,602 | 1,618,368 |
Ending Balance | 9,666,902 | 5,182,147 | $ 2,446,333 |
Technology [member] | Carrying amounts [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning Balance | 12,721,674 | ||
Ending Balance | $ 8,679,440 | $ 12,721,674 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Summary of Reconciliation Changes in Goodwill (Detail) - CAD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of reconciliation of changes in goodwill [abstract] | |||
Opening Balance | $ 27,081,795 | $ 27,086,727 | $ 18,758,975 |
Acquisitions, business combinations (Note 18) | 8,405,341 | ||
Effect of movements in exchange rates | 192,873 | (4,932) | (77,589) |
Ending Balance | $ 27,274,668 | $ 27,081,795 | $ 27,086,727 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Additional Information (Detail) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 CAD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2020 CAD ($) | Dec. 31, 2019 CAD ($) | |
Disclosure of detailed information about intangible assets [line items] | ||||
Number of cash generating units | 2 | 2 | ||
Goodwill | $ 27,274,668 | $ 27,081,795 | $ 27,086,727 | $ 18,758,975 |
Impairment loss , Goodwill | 0 | 0 | ||
Implied market capitalization of Goodwill | 115,700,000 | 146,500,000 | ||
Net assets carrying value | $ 29,750,000 | 36,160,000 | ||
Agnity CGU [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Goodwill | $ 0 |
Trade Payables And Accrued Li_3
Trade Payables And Accrued Liabilities - Disclosure of Trade and Other Payables Explanatory (Detail) - CAD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Trade and other non-current payables [abstract] | |||
Trade payables | $ 5,559,061 | $ 5,591,316 | $ 5,903,789 |
Accrued liabilities | 5,141,981 | 5,398,389 | 4,795,742 |
Interest payable | 832,829 | 233,854 | 425,054 |
Mastercard facility | 379,260 | 296,669 | 600,590 |
Due to related parties | 34,388 | 265,074 | 846,228 |
Income taxes payable | 440,451 | 266,753 | 21,752 |
Indirect taxes payable | 359,560 | 150,577 | 242,703 |
Other | 259,156 | 218,677 | 88,398 |
Total trade payables and accrued liabilities | $ 13,006,686 | $ 12,421,309 | $ 12,924,256 |
Trade Payables And Accrued Li_4
Trade Payables And Accrued Liabilities - Disclosure of trade and other payables explanatory (Parenthetical) (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Trade and other non-current payables [abstract] | ||
Termination benefits expense | $ 1,008,848 | $ 1,008,848 |
Loans And Borrowings - Disclosu
Loans And Borrowings - Disclosure of Detailed Information About Borrowings Explanatory (Detail) - CAD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Disclosure of detailed information about borrowings [line items] | |||||
Debenture payable to Industry Canada | $ 22,295,710 | $ 19,534,988 | |||
Loan payable to related party | 1,834,307 | 2,419,377 | |||
Current | $ 6,325,780 | 12,447,939 | 3,431,251 | ||
Non-current | 20,556,562 | 767,662 | 9,721,049 | ||
Total | 26,882,342 | 13,215,601 | [1],[2] | 13,152,300 | [2] |
Term Loan [Member] | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Term loan | 6,307,392 | 9,275,683 | 10,928,055 | ||
Promissory Notes [Member] | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Promissory notes | 20,516,576 | 0 | |||
Nations Interbanc Facility [Member] | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Nations Interbanc facility | 0 | 2,639,143 | 1,137,360 | ||
Debenture Payable To Industry Canada [Member] | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Debenture payable to Industry Canada | 0 | 26,412 | 76,227 | ||
Loan Payable To Related Party [Member] | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Loan payable to related party | 0 | 335,860 | 318,428 | ||
Oracle Financing [Member] | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Oracle financing | 0 | 826,418 | 427,250 | ||
Other Loans And Financing [Member] | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Other loans and financing | $ 58,374 | $ 112,085 | $ 264,980 | ||
[1]Includes term loan with a carrying value of $9,275,683 classified as current due to covenant breach. Assuming term loan is repaid in accordance with agreement to maturity, the undiscounted contractual cash flows for loans and borrowings would be $2,933,739, $5,472,193, and $4,143,888 , respectively for the periods presented above.[2]Note 30(b) includes the reconciliation of movements of liabilities to cash flows arising from financing activities. |
Loans And Borrowings - Disclo_2
Loans And Borrowings - Disclosure of Detailed Information About Borrowings Explanatory (Parenthetical) (Detail) - CAD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about borrowings [line items] | ||||
Proceed from the issue of additional debt | $ 577,378 | $ 495,944 | ||
Nations Interbanc Facility [Member] | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Proceeds from current borrowings | $ 6,095,160 | $ 6,546,561 | ||
Repayments of current borrowings | $ 6,941,465 | $ 6,371,429 | ||
Loan Payable To Related Party [Member] | Amounts Payable Related Party Transactions [Member] | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Borrowings, Interest rate | 6% | |||
Borrowings, Maturity | January 2023 | |||
Oracle Financing [Member] | Credit Arrangement [Member] | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Borrowings, Maturity | maturing in May 2023 and February 2024 | |||
Oracle Financing [Member] | Credit Arrangement [Member] | Bottom of range [member] | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Borrowings, Interest rate | 6.20% | |||
Oracle Financing [Member] | Credit Arrangement [Member] | Top of range [member] | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Borrowings, Interest rate | 6.60% |
Loans And Borrowings - Addition
Loans And Borrowings - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Nov. 09, 2021 | Sep. 30, 2022 CAD ($) | Sep. 30, 2021 CAD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2021 CAD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2020 CAD ($) | Dec. 31, 2019 CAD ($) | May 05, 2022 USD ($) | Apr. 01, 2022 USD ($) | Mar. 28, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Percentage of factoring fee on gross face value for the first 30 days | 1.50% | |||||||||||
Percentage of factoring fee on gross face value for 30 days thereafter | 0.06% | |||||||||||
Interest expense on borrowings | $ 786,061 | $ 247,525 | $ 1,917,618 | $ 781,033 | $ 1,179,234 | $ 1,272,512 | $ 918,682 | |||||
Repayments of borrowings | $ 10,446,351 | 7,765,764 | $ 9,781,554 | $ 9,011,638 | 6,787,528 | |||||||
Fiera Private Debt Fund VI LP [Member] | Bottom of range [member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Borrowings, Maturity | August 7, 2026 | |||||||||||
Fiera Private Debt Fund VI LP [Member] | Top of range [member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Borrowings, Maturity | October 31, 2022 | October 31, 2022 | ||||||||||
Term Loan [Member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Borrowing costs incurred | $ 191,310 | |||||||||||
Debt Instrument, principal and interest amount | 2,343,036 | |||||||||||
Term Loan [Member] | Amended [Member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Borrowings, Maturity | August 7, 2026 | |||||||||||
Borrowings, Covenants terms | financial covenants which are applicable for the period from July 1, 2021 to December 31, 2022 | |||||||||||
Modification loss | $ (161,698) | (138,908) | ||||||||||
Term Loan [Member] | Amended [Member] | Bottom of range [member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Borrowings interest rate | 6.85% | |||||||||||
Term Loan [Member] | Amended [Member] | Top of range [member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Borrowings interest rate | 7.50% | |||||||||||
Term Loan [Member] | Fiera Private Debt Fund VI LP [Member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Notional amount | $ 13,000,000 | |||||||||||
Borrowings, Maturity | August 2026 | |||||||||||
Debt Instrument, principal and interest amount | 3,573,294 | $ 1,757,277 | ||||||||||
Repayments of borrowings | $ 2,044,086 | |||||||||||
Term Loan [Member] | Fiera Private Debt Fund VI LP [Member] | Bottom of range [member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Borrowings interest rate | 6.85% | 6.85% | ||||||||||
Term Loan [Member] | Fiera Private Debt Fund VI LP [Member] | Top of range [member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Borrowings interest rate | 9.50% | 9.50% | ||||||||||
Nations Interbanc Facility [Member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Notional amount | $ 2,000,000 | |||||||||||
Proceeds from current borrowings | 9,246,693 | |||||||||||
Repayments of current borrowings | $ 7,954,698 | |||||||||||
Nations Interbanc Facility [Member] | Loans Received [Member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Percentage of funds borrowed | 85% | |||||||||||
Financing of Electric Vehicle Development Projects [Member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Borrowings, Maturity | March 31, 2025 | |||||||||||
Borrowings, Adjustment to interest rate basis | 18% | 18% | ||||||||||
Borrowings, Interest rate basis | 10 | |||||||||||
Financing of Electric Vehicle Development Projects [Member] | Long-term borrowings [member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Notional amount | $ 10,000,000 | |||||||||||
Financing of Electric Vehicle Development Projects [Member] | Short-term borrowings [member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Notional amount | $ 5,000,000 | |||||||||||
Financing of Electric Vehicle Development Projects [Member] | Carbon Royalty Corp [Member] | Promissory Note [Member] | ||||||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||||||
Notional amount | $ 15,000,000 |
Bank Indebtedness - Disclosure
Bank Indebtedness - Disclosure of Detailed Information About Bank Indebtedness Explanatory (Detail) - CAD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Detailed Information About Bank Indebtedness LineItems [Line Items] | |||
Bank overdraft 1 | $ 3,393,082 | $ 3,460,109 | $ 976,779 |
Total | 3,460,109 | 976,779 | |
ATB Financial Revolving Operating Facility [Member] | Bank Borrowings [Member] | |||
Disclosure Of Detailed Information About Bank Indebtedness LineItems [Line Items] | |||
ATB Financial revolving operating facility | $ 3,393,082 | $ 3,460,109 | |
Operating Loan Facility [Member] | Bank Borrowings [Member] | |||
Disclosure Of Detailed Information About Bank Indebtedness LineItems [Line Items] | |||
Operating loan facility | 923,461 | ||
Bank Overdraft [Member] | Bank Borrowings [Member] | |||
Disclosure Of Detailed Information About Bank Indebtedness LineItems [Line Items] | |||
Bank overdraft 1 | $ 53,318 |
Bank Indebtedness - Disclosur_2
Bank Indebtedness - Disclosure of Detailed Information About Bank Indebtedness Explanatory (Parenthetical) (Detail) - CAD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Detailed Information About Bank Indebtedness LineItems [Line Items] | |||
Debt instruments drawn | $ 379,260 | $ 296,669 | $ 600,590 |
Mastercard Facility [Member] | |||
Disclosure Of Detailed Information About Bank Indebtedness LineItems [Line Items] | |||
Debt instruments drawn | $ 296,669 | $ 600,590 |
Bank Indebtedness - Additional
Bank Indebtedness - Additional Information (Detail) - CAD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Nov. 12, 2021 | Jun. 24, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 09, 2021 | Nov. 08, 2021 | May 17, 2021 | |
Disclosure Of Detailed Information About Bank Indebtedness LineItems [Line Items] | ||||||||||
Repayments Of Borrowings | $ 10,446,351 | $ 7,765,764 | $ 9,781,554 | $ 9,011,638 | $ 6,787,528 | |||||
Bank Borrowings [Member] | ATB Financial Revolving Operating Facility [Member] | ||||||||||
Disclosure Of Detailed Information About Bank Indebtedness LineItems [Line Items] | ||||||||||
Notional amount | $ 5,000,000 | $ 5,000,000 | ||||||||
Proceeds from current borrowings | $ 2,500,000 | |||||||||
Borrowings, Interest rate basis | prime rate plus 2% per annum | prime rate plus 2% per annum | ||||||||
Borrowings, Adjustment to interest rate basis | 2% | |||||||||
Line of credit, Covenants terms | The Company was in compliance with these covenants | |||||||||
Bank Borrowings [Member] | ATB Financial Revolving Operating Facility [Member] | Bottom of range [member] | ||||||||||
Disclosure Of Detailed Information About Bank Indebtedness LineItems [Line Items] | ||||||||||
Notional amount | $ 5,000,000 | |||||||||
Bank Borrowings [Member] | ATB Financial Revolving Operating Facility [Member] | Top of range [member] | ||||||||||
Disclosure Of Detailed Information About Bank Indebtedness LineItems [Line Items] | ||||||||||
Notional amount | $ 5,000,000 | 10,000,000 | ||||||||
Bank Borrowings [Member] | ATB Financial Revolving Operating Facility [Member] | Amended [Member] | ||||||||||
Disclosure Of Detailed Information About Bank Indebtedness LineItems [Line Items] | ||||||||||
Proceeds from current borrowings | $ 950,000 | $ 1,077,338 | ||||||||
Line of credit, Increments | $ 1,250,000 | |||||||||
Repayments Of Borrowings | $ 1,144,364 |
Convertible Debentures - Summar
Convertible Debentures - Summary of Convertible Debentures (Detail) - CAD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Detailed Information About Notes And Debentures Issued [Line Items] | |||
Convertible Debentures | $ 22,295,710 | $ 19,534,988 | |
Current debentures | $ 23,457,500 | 22,185,170 | 0 |
Non-current debentures | $ 89,315 | 110,540 | 19,534,988 |
2019 Convertible debentures liability [Member] | |||
Disclosure Of Detailed Information About Notes And Debentures Issued [Line Items] | |||
Convertible Debentures | 22,185,170 | $ 19,534,988 | |
2021 Convertible debentures liability [Member] | |||
Disclosure Of Detailed Information About Notes And Debentures Issued [Line Items] | |||
Convertible Debentures | 69,034 | ||
Non-current debentures | 110,540 | ||
2021 Convertible debentures embedded derivative [Member] | |||
Disclosure Of Detailed Information About Notes And Debentures Issued [Line Items] | |||
Convertible Debentures | $ 41,506 |
Convertible Debentures - Summ_2
Convertible Debentures - Summary of 2019 Convertible Debentures (Detail) - 2019 Convertible debentures liability [Member] - CAD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Reconciliation Of Notes And Debentures Issued [Line Items] | |||
Carrying amount of liability component | $ 23,457,500 | $ 22,185,170 | $ 19,534,988 |
Less: interest payable | (799,944) | (195,479) | (232,484) |
Convertible Debentures [Member] | |||
Disclosure Of Reconciliation Of Notes And Debentures Issued [Line Items] | |||
Opening balance | 22,380,649 | 19,767,472 | 17,753,016 |
Conversion of debentures into common shares | (50,000) | ||
Interest paid | (1,172,875) | (2,345,750) | (2,345,750) |
Accreted interest at effective interest rate | 2,445,205 | 4,958,927 | 4,410,206 |
Accrued interest | 604,465 | 0 | |
Carrying amount of liability component | $ 24,257,444 | $ 22,380,649 | $ 19,767,472 |
Convertible Debentures - Summ_3
Convertible Debentures - Summary of Components of Convertible Debentures (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Detailed Information About Components Of Convertible Debentures [Line Items] | |||||||
Interest expense associated with liability | $ 609,756 | $ 1,320,886 | $ 3,064,106 | $ 4,426,119 | $ 5,740,346 | $ 4,410,206 | $ 2,130,247 |
Convertible Debentures [Member] | 2021 Convertible debentures liability [Member] | |||||||
Detailed Information About Components Of Convertible Debentures [Line Items] | |||||||
Proceeds from issue of convertible debentures | 11,328,870 | ||||||
Fair value Fair value adjustments (Note 23)adjustments (Note 11(c)) | 1,615,102 | ||||||
Total fair value of convertible debentures | 12,943,972 | ||||||
Less: fair value of embedded derivative | (5,060,776) | ||||||
Less: transaction costs | (660,604) | ||||||
Carrying value of liability at inception | $ 69,034 | $ 7,222,592 | 7,222,592 | ||||
Interest expense associated with liability | 813,615 | ||||||
Debt extinguishment, including interest payable | (7,735,230) | ||||||
Foreign exchange adjustments | (224,286) | ||||||
Convertible debentures, gross carrying value | 76,691 | ||||||
Less: accrued interest included in accrued liabilities | (7,657) | ||||||
Carrying value of liability at end of period | $ 69,034 | $ 7,222,592 |
Convertible Debentures - Summ_4
Convertible Debentures - Summary of Reconciliation of Embedded Derivatives (Detail) | 12 Months Ended |
Dec. 31, 2021 CAD ($) | |
Disclosure Of Detailed Information About Reconciliation Of Embedded Derivatives [Line Items] | |
Fair value of embedded derivative at inception | $ 5,060,776 |
Fair value decrease | (784,261) |
Derecognition of embedded derivative on conversion | (4,214,198) |
Foreign exchange adjustments | (20,811) |
Balance, embedded derivative | $ 41,506 |
Convertible Debentures - Additi
Convertible Debentures - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2019 CAD ($) $ / shares shares | May 25, 2021 CAD ($) $ / shares | May 25, 2021 USD ($) | Sep. 30, 2022 | Dec. 31, 2021 CAD ($) shares | Dec. 31, 2020 CAD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 CAD ($) | Dec. 31, 2021 USD ($) | Jul. 12, 2021 | May 25, 2021 $ / shares | Dec. 07, 2020 USD ($) $ / shares | Jul. 12, 2020 | |
Disclosure Of Convertible Debentures [Line Items] | |||||||||||||
Proceeds from issuance of convertible debentures, net of costs | $ 5,424,661 | $ 5,285,997 | $ 22,865,049 | ||||||||||
Debentures outstanding | $ 22,295,710 | 19,534,988 | |||||||||||
Broker warrants issued | shares | 115,760 | ||||||||||||
2019 Convertible debentures liability [Member] | |||||||||||||
Disclosure Of Convertible Debentures [Line Items] | |||||||||||||
Debentures outstanding | $ 22,185,170 | 19,534,988 | |||||||||||
2021 Convertible debentures liability [Member] | |||||||||||||
Disclosure Of Convertible Debentures [Line Items] | |||||||||||||
Debentures outstanding | $ 69,034 | ||||||||||||
Percentage of debt extinguishment | 99.20% | ||||||||||||
2021 Convertible debentures liability [Member] | Two Tranches [Member] | |||||||||||||
Disclosure Of Convertible Debentures [Line Items] | |||||||||||||
Proceeds from issuance of convertible debentures, net of costs | 5,285,997 | $ 4,146,825 | |||||||||||
Debentures outstanding | $ 5,285,997 | ||||||||||||
Convertible Debentures [Member] | 2019 Convertible debentures liability [Member] | |||||||||||||
Disclosure Of Convertible Debentures [Line Items] | |||||||||||||
Proceeds from issuance of convertible debentures, net of costs | $ 23,507,500 | ||||||||||||
Borrowings, Interest rate | 10% | ||||||||||||
Borrowings, maturity | mature on May 31, 2022 | matured on June 30, 2022 | |||||||||||
Notional amount | $ 23,457,500 | ||||||||||||
Convertible debentures, number of units issuable upon conversion | shares | 1,563,833 | ||||||||||||
Convertible debentures conversion price | $ / shares | $ 15 | ||||||||||||
Warrants exercise price | $ / shares | $ 22.5 | ||||||||||||
Convertible Debentures [Member] | 2021 Convertible debentures liability [Member] | |||||||||||||
Disclosure Of Convertible Debentures [Line Items] | |||||||||||||
Proceeds from issuance of convertible debentures, net of costs | $ 11,328,870 | $ 8,884,000 | |||||||||||
Borrowings, Interest rate | 8% | 8% | 8% | ||||||||||
Borrowings, maturity | January 2024 | ||||||||||||
Notional amount | $ 10,000,000 | ||||||||||||
Issue of debentures, Price per debenture | $ / shares | $ 100 | ||||||||||||
Debentures outstanding | $ 75,000 | ||||||||||||
Tranche description | six tranches between December 7, 2020 and May 25, 2021 | six tranches between December 7, 2020 and May 25, 2021 | |||||||||||
Debt conversion price per share | $ 5.84 | $ 4.59 | |||||||||||
Convertible Debentures [Member] | 2021 Convertible debentures liability [Member] | Embeded Derivative Deventures Two Thousand Twenty One [Member] | |||||||||||||
Disclosure Of Convertible Debentures [Line Items] | |||||||||||||
Transaction costs related to financial liabilities | 401,250 | ||||||||||||
Convertible Debentures [Member] | 2021 Convertible debentures liability [Member] | Broker Warrants [Member] | |||||||||||||
Disclosure Of Convertible Debentures [Line Items] | |||||||||||||
Transaction costs related to financial liabilities | $ 1,061,854 | ||||||||||||
Convertible Debentures [Member] | 2021 Convertible debentures liability [Member] | Bottom of range [member] | |||||||||||||
Disclosure Of Convertible Debentures [Line Items] | |||||||||||||
Convertible debentures conversion price | (per share) | $ 4.11 | $ 3.42 | |||||||||||
Convertible Debentures [Member] | 2021 Convertible debentures liability [Member] | Top of range [member] | |||||||||||||
Disclosure Of Convertible Debentures [Line Items] | |||||||||||||
Convertible debentures conversion price | (per share) | $ 8.28 | $ 6.6 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - Warrants [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Jan. 17, 2022 $ / shares shares | Nov. 29, 2021 CAD ($) shares | Aug. 13, 2021 $ / shares shares | Sep. 30, 2022 CAD ($) | Sep. 30, 2022 CAD ($) shares | Dec. 31, 2021 CAD ($) | Sep. 30, 2022 $ / shares | Sep. 30, 2022 CAD ($) $ / shares yr | Dec. 31, 2021 USD ($) | Nov. 29, 2021 USD ($) $ / shares | Nov. 09, 2021 | Aug. 13, 2021 CAD ($) | ||||||
Disclosure of financial liabilities [line items] | |||||||||||||||||
Warrant liability | $ 552,250 | $ 552,250 | |||||||||||||||
Warrant Liability Related To ATB Financial [Member] | |||||||||||||||||
Disclosure of financial liabilities [line items] | |||||||||||||||||
Warrants issued during period | shares | 183,486 | ||||||||||||||||
Warrants exercise price | $ 5.45 | ||||||||||||||||
Financial liabilities, at fair value | $ | $ 195,066 | ||||||||||||||||
2021 Debentures [Member] | |||||||||||||||||
Disclosure of financial liabilities [line items] | |||||||||||||||||
Warrants issued during period | shares | 2,107,787 | 2,107,787 | |||||||||||||||
Warrants exercise price | $ 6.87 | $ 6.87 | |||||||||||||||
Warrants Maturity | August 2024 | ||||||||||||||||
Financial liabilities, at fair value | $ | 1,868,541 | $ 13,363 | $ 5,947,689 | ||||||||||||||
Gains on change in fair value of derivatives | $ | $ 375,889 | $ 1,884,958 | $ 4,177,825 | ||||||||||||||
2021 Debentures [Member] | Fair Value Per Warrant Measurement Input [Member] | |||||||||||||||||
Disclosure of financial liabilities [line items] | |||||||||||||||||
Significant unobservable input, liabilities | 0.89 | [1] | 0.01 | 0.89 | [1] | 2.19 | 2.82 | [1] | |||||||||
2021 Debentures [Member] | Share Price Measurement Input [Member] | |||||||||||||||||
Disclosure of financial liabilities [line items] | |||||||||||||||||
Significant unobservable input, liabilities | 2.19 | ||||||||||||||||
2021 Debentures [Member] | Canadian Dollar Equivalent Exercise Price of Warrant Measurement Input [Member] | |||||||||||||||||
Disclosure of financial liabilities [line items] | |||||||||||||||||
Significant unobservable input, liabilities | 9.41 | ||||||||||||||||
2021 Debentures [Member] | Risk Free Rate Measurement Input [Member] | |||||||||||||||||
Disclosure of financial liabilities [line items] | |||||||||||||||||
Significant unobservable input, liabilities | 1.18 | 0.88 | 0.042 | 0.88 | 1.18 | 0.43 | |||||||||||
2021 Debentures [Member] | Expected Life Measurement Input [Member] | |||||||||||||||||
Disclosure of financial liabilities [line items] | |||||||||||||||||
Significant unobservable input, liabilities | 2.62 | 1.9 | 2.62 | 5 | 3 | ||||||||||||
2021 Debentures [Member] | Historical volatility for shares, measurement input [member] | |||||||||||||||||
Disclosure of financial liabilities [line items] | |||||||||||||||||
Significant unobservable input, liabilities | 45 | [2] | 45 | [2],[3] | 0.43 | 45 | [2],[3] | 45 | [2] | 71.5 | [3] | ||||||
US$ equity financing [Member] | |||||||||||||||||
Disclosure of financial liabilities [line items] | |||||||||||||||||
Warrants issued during period | shares | 2,415,000 | 2,415,000 | |||||||||||||||
Warrants exercise price | $ 4.75 | $ 4.75 | |||||||||||||||
Financial liabilities, at fair value | $ 5,302,004 | $ 6,106,596 | $ 827,155 | $ 4,158,396 | |||||||||||||
Gains on change in fair value of derivatives | $ | $ 1,984,046 | $ 5,474,057 | |||||||||||||||
US$ equity financing [Member] | Fair Value Per Warrant Measurement Input [Member] | |||||||||||||||||
Disclosure of financial liabilities [line items] | |||||||||||||||||
Significant unobservable input, liabilities | 2.53 | 0.25 | 0.34 | 2.53 | |||||||||||||
US$ equity financing [Member] | Risk Free Rate Measurement Input [Member] | |||||||||||||||||
Disclosure of financial liabilities [line items] | |||||||||||||||||
Significant unobservable input, liabilities | 1.25 | 1.25 | |||||||||||||||
US$ equity financing [Member] | Expected Life Measurement Input [Member] | |||||||||||||||||
Disclosure of financial liabilities [line items] | |||||||||||||||||
Significant unobservable input, liabilities | 4.92 | 4.92 | |||||||||||||||
[1]Considers a liquidity discount of 20% in determining the fair value per warrant as these warrants are not publicly traded.[2]Expected volatility at represents implied volatility of the Company’s traded warrants.[3]Expected volatility at December 31, 2021 measured at implied volatility of traded warrants. |
Warrant Liabilities - Summary o
Warrant Liabilities - Summary of Warrant Liabilities (Detail) - CAD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Detailed Information About Current Warrant Liability [Line Items] | |||
Total, all current | $ 840,518 | $ 8,880,038 | $ 710,924 |
Warrants [Member] | |||
Disclosure Of Detailed Information About Current Warrant Liability [Line Items] | |||
Warrant liability related to business acquisition | 709,835 | 710,924 | |
Other warrant liability | 195,066 | ||
Total, all current | 840,518 | 8,880,038 | $ 710,924 |
Warrants [Member] | US$ equity financing [Member] | |||
Disclosure Of Detailed Information About Current Warrant Liability [Line Items] | |||
Derivative warrant liabilities | 827,155 | 6,106,596 | |
Warrants [Member] | 2021 Debentures [Member] | |||
Disclosure Of Detailed Information About Current Warrant Liability [Line Items] | |||
Derivative warrant liabilities | $ 13,363 | $ 1,868,541 |
Warrant Liabilities - Summary_2
Warrant Liabilities - Summary of Black-Scholes Option-Pricing Model Inputs and Assumption (Detail) - Warrants [Member] | Sep. 30, 2022 | Sep. 30, 2022 $ / shares | Sep. 30, 2022 yr | Sep. 30, 2022 $ / shares | Dec. 31, 2021 | Nov. 29, 2021 | Nov. 09, 2021 | Aug. 13, 2021 | |||
Share price at date of valuation [Member] | 2021 Debentures [Member] | |||||||||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | |||||||||||
Significant unobservable input, liabilities | 6.18 | 5.7 | 6.9 | ||||||||
Share price at date of valuation [Member] | US$ equity financing [Member] | |||||||||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | |||||||||||
Significant unobservable input, liabilities | 6.18 | ||||||||||
Exercise price of warrant [Member] | 2021 Debentures [Member] | |||||||||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | |||||||||||
Significant unobservable input, liabilities | 8.74 | 6.05 | 8.74 | ||||||||
Exercise price of warrant [Member] | US$ equity financing [Member] | |||||||||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | |||||||||||
Significant unobservable input, liabilities | 6.04 | ||||||||||
Risk free rate [Member] | 2021 Debentures [Member] | |||||||||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | |||||||||||
Significant unobservable input, liabilities | 0.042 | 0.88 | 1.18 | 0.43 | |||||||
Risk free rate [Member] | US$ equity financing [Member] | |||||||||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | |||||||||||
Significant unobservable input, liabilities | 1.25 | ||||||||||
Expected life (years) [Member] | 2021 Debentures [Member] | |||||||||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | |||||||||||
Significant unobservable input, liabilities | 1.9 | 2.62 | 5 | 3 | |||||||
Expected life (years) [Member] | US$ equity financing [Member] | |||||||||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | |||||||||||
Significant unobservable input, liabilities | 4.92 | ||||||||||
Expected volatility [Member] | 2021 Debentures [Member] | |||||||||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | |||||||||||
Significant unobservable input, liabilities | 0.43 | 45 | [1],[2] | 45 | [2] | 71.5 | [1] | ||||
Fair value per warrant [Member] | 2021 Debentures [Member] | |||||||||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | |||||||||||
Significant unobservable input, liabilities | 0.01 | 0.89 | [3] | 2.19 | 2.82 | [3] | |||||
Fair value per warrant [Member] | US$ equity financing [Member] | |||||||||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | |||||||||||
Significant unobservable input, liabilities | 0.34 | 0.25 | 2.53 | ||||||||
[1]Expected volatility at December 31, 2021 measured at implied volatility of traded warrants.[2]Expected volatility at represents implied volatility of the Company’s traded warrants.[3]Considers a liquidity discount of 20% in determining the fair value per warrant as these warrants are not publicly traded. |
Other Liabilities - Summary of
Other Liabilities - Summary of Other Liabilities (Detail) - CAD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Other Liabilities [Line Items] | ||
US Government loans | $ 950,418 | |
2021 Debentures subscriptions payable (Note 14(b)) | $ 22,295,710 | 19,534,988 |
Total | 6,236,415 | |
Current portion | 0 | 6,003,838 |
Non-current portion | 0 | 232,577 |
Two Thousand and Twenty One Convertible Debentures [Member] | ||
Schedule of Other Liabilities [Line Items] | ||
2021 Debentures subscriptions payable (Note 14(b)) | $ 69,034 | |
Two Tranches [Member] | Two Thousand and Twenty One Convertible Debentures [Member] | ||
Schedule of Other Liabilities [Line Items] | ||
2021 Debentures subscriptions payable (Note 14(b)) | $ 5,285,997 |
Other Liabilities - Summary o_2
Other Liabilities - Summary of Other Liabilities (Parenthetical) (Detail) | Dec. 31, 2020 CAD ($) |
Text Block [Abstract] | |
Current government grants | $ 717,841 |
Other Liabilities - Additional
Other Liabilities - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 CAD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2021 CAD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2020 CAD ($) | Dec. 31, 2019 CAD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |||
Schedule of Other Liabilities [Line Items] | ||||||||||
Repayments of borrowings | $ 10,446,351 | $ 7,765,764 | $ 9,781,554 | $ 9,011,638 | $ 6,787,528 | |||||
Income from government loan forgiveness | $ (787,699) | $ (1,086,781) | $ 1,825,237 | [1] | 124,507 | [1] | ||||
Paycheck Protection Program [Member] | ||||||||||
Schedule of Other Liabilities [Line Items] | ||||||||||
Number of borrowings forgiven | 5 | |||||||||
US Government Loans [Member] | Paycheck Protection Program [Member] | ||||||||||
Schedule of Other Liabilities [Line Items] | ||||||||||
Repayments of borrowings | $ 0 | |||||||||
Income from government loan forgiveness | $ 1,825,237 | |||||||||
Each Loan [Member] | US Government Loans [Member] | Paycheck Protection Program [Member] | ||||||||||
Schedule of Other Liabilities [Line Items] | ||||||||||
Borrowings, Interest rate | 1% | 1% | ||||||||
Borrowings, Maturity | maturity dates in February and May 2026 | |||||||||
Two Loans [Member] | US Government Loans [Member] | Paycheck Protection Program [Member] | ||||||||||
Schedule of Other Liabilities [Line Items] | ||||||||||
Notional amount | $ 840,845 | $ 668,689 | ||||||||
Four loans [Member] | US Government Loans [Member] | Paycheck Protection Program [Member] | ||||||||||
Schedule of Other Liabilities [Line Items] | ||||||||||
Notional amount | $ 1,120,139 | $ 805,246 | ||||||||
[1]Includes other income recognized as below market interest rate benefit. |
Business Acquisitions - Summary
Business Acquisitions - Summary of Fair Value of Options Using Inputs (Detail) | 9 Months Ended | 12 Months Ended | |||
Jan. 22, 2019 yr $ / shares | Sep. 30, 2022 yr $ / shares | Dec. 31, 2021 yr $ / shares | Dec. 31, 2020 yr $ / shares | Dec. 31, 2019 yr $ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Weighted average share price, share options granted | $ 4.01 | $ 7 | $ 8.93 | $ 10.88 | |
Risk free rate | 2.43% | 1.32% | 0.36% | 1.57% | |
Expected life | yr | 6.5 | 6.2 | 5 | 3.9 | |
Expected volatility | 75% | 75% | 66% | 54% | |
Expected dividends | 0% | ||||
Flow Capital Corp [Member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Risk free rate | 1.90% | ||||
Expected life | yr | 6 | ||||
Expected volatility | 80% | ||||
Expected dividends | |||||
Flow Capital Corp [Member] | Top of range [member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Weighted average share price, share options granted | $ 90 | ||||
Flow Capital Corp [Member] | Bottom of range [member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Weighted average share price, share options granted | 30 | ||||
Flow Capital Corp [Member] | Secured Loan Agreement [Member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Weighted average share price, share options granted | $ 10.5 | ||||
Risk free rate | 1.90% | ||||
Expected life | yr | 0.5 | ||||
Expected volatility | 60% | ||||
Expected dividends |
Business Acquisitions - Summa_2
Business Acquisitions - Summary of Acquisition Date Fair Value of Each Major Class of Consideration Transferred And Identifiable Assets Acquired And Liabilities Assumed (Detail) - CAD ($) | Oct. 08, 2020 | Jan. 24, 2020 | Dec. 31, 2019 | Jul. 10, 2019 | Apr. 22, 2019 |
Agnity Global Inc [Member] | |||||
Consideration transferred: | |||||
Change in fair-value of interest in Royalty Agreement | $ 167,488 | ||||
Assumption of Agnity's liabilities | 43,050 | ||||
Total consideration transferred | 210,538 | ||||
Cash consideration | 552,250 | ||||
Fair value of assets and liabilities recognized: | |||||
Cash and cash equivalents | 33,524 | ||||
Trade and other receivables | 1,387,723 | ||||
Prepaid expenses and deposits | 46,483 | ||||
Property and equipment | 1,281 | ||||
Intangible Asset – Technology | 8,412,390 | ||||
Intangible Asset – Customer Relationship | 1,468,830 | ||||
Accounts payable and accrued liabilities | (3,232,910) | ||||
Deferred revenue | (457,259) | ||||
Loans and borrowings | (5,556,587) | ||||
Warrant liability (ii) | (737,419) | ||||
Due to related party | (930,608) | ||||
Deferred income tax liability | (444,768) | ||||
Net identifiable assets acquired (liabilities assumed) | (9,320) | ||||
Allocation to non-controlling interest | $ 219,858 | ||||
mCloud Technologies Services Inc [Member] | |||||
Consideration transferred: | |||||
Total consideration transferred | $ 35,970,689 | ||||
Cash consideration | 4,650,689 | ||||
Fair Value of Demand Promissory Notes of Acquirer | 18,000,000 | ||||
Fair value of common shares transferred(2) | $ 8,880,000 | 13,320,000 | |||
Fair value of assets and liabilities recognized: | |||||
Cash and cash equivalents | 2,227,739 | ||||
Trade and other receivables | 5,120,830 | ||||
Prepaid expenses and deposits | 611,104 | ||||
Property and equipment | 548,317 | ||||
Intangible Asset – Technology | 1,800,000 | ||||
Intangible Asset – Customer Relationship | 12,700,000 | ||||
Accounts payable and accrued liabilities | (2,030,470) | ||||
Deferred revenue | (133,556) | ||||
Deferred income tax liability | (3,632,250) | ||||
Net identifiable assets acquired (liabilities assumed) | 17,211,714 | ||||
Right-of-use assets | 4,303,215 | ||||
Goodwill | 18,758,975 | ||||
Lease liabilities | $ (4,303,215) | ||||
Construction Systems Associates Inc USA [Member] | |||||
Consideration transferred: | |||||
Total consideration transferred | $ 3,886,351 | ||||
Cash consideration | 703,212 | ||||
Fair value of common shares transferred(2) | 2,304,073 | ||||
Fair value of contingent consideration payable | 879,066 | ||||
Fair value of assets and liabilities recognized: | |||||
Cash and cash equivalents | 181,408 | ||||
Trade and other receivables | 262,846 | ||||
Prepaid expenses and deposits | 13,863 | ||||
Property and equipment | 2,098 | ||||
Intangible Asset – Technology | 551,880 | ||||
Intangible Asset – Customer Relationship | 801,540 | ||||
Accounts payable and accrued liabilities | (168,542) | ||||
Loans and borrowings | (371,610) | ||||
Deferred income tax liability | 0 | ||||
Net identifiable assets acquired (liabilities assumed) | 1,273,483 | ||||
Right-of-use assets | 242,894 | ||||
Goodwill | 2,612,868 | ||||
Lease liabilities | $ (242,894) | ||||
Kanepi [Member] | |||||
Consideration transferred: | |||||
Total consideration transferred | $ 11,108,697 | ||||
Cash consideration | 4,657,512 | ||||
Fair value of common shares transferred(2) | 5,882,547 | ||||
Fair value of contingent consideration payable | 568,638 | ||||
Fair value of assets and liabilities recognized: | |||||
Cash and cash equivalents | 556,880 | ||||
Trade and other receivables | 598,059 | ||||
Property and equipment | 1,224 | ||||
Intangible Asset – Technology | 3,294,309 | ||||
Intangible Asset – Customer Relationship | 2,632,794 | ||||
Accounts payable and accrued liabilities | (643,385) | ||||
Deferred income tax liability | (1,136,806) | ||||
Net identifiable assets acquired (liabilities assumed) | 5,316,224 | ||||
Right-of-use assets | 266,396 | ||||
Goodwill | 5,792,473 | ||||
Lease liabilities | (266,396) | ||||
Other Current Assets recognized As Of Acquisition Date | $ 13,149 |
Business Acquisitions - Summa_3
Business Acquisitions - Summary of Acquisition Date Fair Value of Each Major Class of Consideration Transferred And Identifiable Assets Acquired And Liabilities Assumed (Parenthetical) (Detail) | Sep. 30, 2022 CAD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2020 CAD ($) | Dec. 31, 2019 CAD ($) | Aug. 08, 2019 CAD ($) | Jul. 10, 2019 CAD ($) | Apr. 22, 2019 CAD ($) $ / shares | Apr. 22, 2019 USD ($) | Dec. 31, 2018 CAD ($) | |
Disclosure of detailed information about business combination [line items] | ||||||||||
Fair value of warrant liabilities business combination | $ 709,835 | |||||||||
Unbilled Revenue | $ 917,989 | $ 756,042 | [1] | $ 554,740 | $ 658,931 | |||||
Agnity Global Inc [Member] | ||||||||||
Disclosure of detailed information about business combination [line items] | ||||||||||
Discount rates used in current estimate of value in use | 16% | 16% | ||||||||
Number of common shares acquired in business combination | 6,324,660 | |||||||||
Business acquisition share price | $ / shares | $ 0.000036 | |||||||||
Consideration in cash | $ 552,250 | |||||||||
Financial liabilities measured at redemption amount | $ 737,419 | $ 552,250 | ||||||||
Fair value of warrant liabilities business combination | $ 710,924 | $ 725,086 | ||||||||
mCloud Technologies Services Inc [Member] | ||||||||||
Disclosure of detailed information about business combination [line items] | ||||||||||
Number of common shares acquired in business combination | 1,200,000 | |||||||||
Consideration in cash | $ 4,650,689 | |||||||||
Fair value of warrant liabilities business combination | $ 12,000,000 | 6,000,000 | ||||||||
Unbilled Revenue | $ 2,347,207 | |||||||||
[1]Unbilled revenue is included in trade and other receivables (Note 6) and relates to the Company’s right to consideration for work completed but not billed at the reporting date. Unbilled revenue is transferred to trade and other receivables when services are billed to customers. |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Jul. 26, 2019 CAD ($) shares | Jul. 26, 2019 USD ($) $ / shares shares | Jul. 10, 2019 CAD ($) | Apr. 22, 2019 USD ($) | Jan. 22, 2019 USD ($) shares | Sep. 30, 2022 CAD ($) | Sep. 30, 2021 CAD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2021 CAD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2020 CAD ($) | Dec. 31, 2019 CAD ($) shares | Oct. 08, 2020 CAD ($) | Jan. 24, 2020 CAD ($) | Jan. 24, 2020 $ / shares | Apr. 22, 2019 CAD ($) | Jan. 22, 2019 CAD ($) | Jan. 22, 2019 USD ($) | |||
Disclosure of business combinations [line item] | ||||||||||||||||||||
Secured loans | $ 26,882,342 | $ 26,882,342 | $ 13,215,601 | [1],[2] | $ 13,152,300 | [2] | ||||||||||||||
Shares issued to extinguish the loan from Flow Capital | $ 606,495 | |||||||||||||||||||
Repayments of borrowings | 10,446,351 | $ 7,765,764 | 9,781,554 | 9,011,638 | 6,787,528 | |||||||||||||||
Legal and professional fees | $ 1,937,034 | $ 2,409,557 | $ 8,673,423 | $ 6,639,590 | 9,085,436 | 8,886,341 | 4,351,812 | |||||||||||||
Contingent shares issuable to Flow Capital | 712,000 | |||||||||||||||||||
Par value per share | $ / shares | $ 18.18 | |||||||||||||||||||
Agnity global inc [member] | ||||||||||||||||||||
Disclosure of business combinations [line item] | ||||||||||||||||||||
Royalty expense | $ 10,000 | |||||||||||||||||||
Consideration in cash | $ 552,250 | |||||||||||||||||||
Initial fair value of loans | 5,556,587 | |||||||||||||||||||
Liabilities payable to third party | $ 43,050 | |||||||||||||||||||
Proportion of ownership interests held by non-controlling interests | 100% | |||||||||||||||||||
Number of common shares acquired in business combination | 6,324,660 | |||||||||||||||||||
Discount rates used in current estimate of value in use | 16% | |||||||||||||||||||
mCloud technologies services inc. (member) | ||||||||||||||||||||
Disclosure of business combinations [line item] | ||||||||||||||||||||
Consideration in cash | $ 4,650,689 | |||||||||||||||||||
Number of common shares acquired in business combination | 1,200,000 | |||||||||||||||||||
Business combination transaction costs | $ 9,869,589 | |||||||||||||||||||
Consulting fees | 750,000 | |||||||||||||||||||
Legal and professional fees | 239,589 | |||||||||||||||||||
Fair value of equity shares acquired | $ 13,320,000 | $ 8,880,000 | ||||||||||||||||||
Common shares issued for brokering and due diligence | shares | 800,000 | |||||||||||||||||||
Construction systems associates inc usa (member) | ||||||||||||||||||||
Disclosure of business combinations [line item] | ||||||||||||||||||||
Consideration in cash | $ 703,212 | |||||||||||||||||||
Initial fair value of loans | 371,610 | |||||||||||||||||||
Fair value of equity shares acquired | $ 2,304,073 | |||||||||||||||||||
Contingent consideration payable | 0 | |||||||||||||||||||
Contingent consideration recognised in other income | 838,932 | |||||||||||||||||||
Kanepi [member] | ||||||||||||||||||||
Disclosure of business combinations [line item] | ||||||||||||||||||||
Consideration in cash | $ 4,657,512 | |||||||||||||||||||
Fair value of equity shares acquired | $ 5,882,547 | |||||||||||||||||||
Contingent consideration payable | $ 171,092 | $ 568,638 | ||||||||||||||||||
Discount rates used in current estimate of value in use | 27% | |||||||||||||||||||
Royalty agreement [member] | Flow capital corp [member] | ||||||||||||||||||||
Disclosure of business combinations [line item] | ||||||||||||||||||||
Financial asset receivable | $ 2,834,750 | |||||||||||||||||||
Consideration in cash | $ 204,604 | 153,227 | ||||||||||||||||||
Secured loan agreement [member] | Flow capital corp [member] | ||||||||||||||||||||
Disclosure of business combinations [line item] | ||||||||||||||||||||
Consideration in cash | 525,000 | |||||||||||||||||||
Initial fair value of loans | $ 2,670,600 | 2,000,000 | ||||||||||||||||||
Secured loans | $ 2,000,000 | |||||||||||||||||||
Borrowings interest rate | 25% | 25% | ||||||||||||||||||
Option to repay the loan percentage | 100% | 100% | ||||||||||||||||||
Shares issued to extinguish the loan from Flow Capital (Shares) | shares | 50,000 | 50,000 | 50,000 | |||||||||||||||||
Shares issued to extinguish the loan from Flow Capital | $ 606,495 | $ 606,495 | ||||||||||||||||||
Liability component included in compound instrument options | $ 525,000 | |||||||||||||||||||
Conversion of equity shares value | 81,495 | |||||||||||||||||||
Repayments of borrowings | $ 2,000,000 | |||||||||||||||||||
Borrowings settled in cash | $ 2,703,148 | |||||||||||||||||||
Contingent shares issuable to Flow Capital | $ 712,000 | |||||||||||||||||||
Secured loan agreement [member] | Flow capital corp [member] | Tranche one [member] | ||||||||||||||||||||
Disclosure of business combinations [line item] | ||||||||||||||||||||
Share price | $ / shares | $ 30 | |||||||||||||||||||
Number of shares will be issued | shares | 50,000 | |||||||||||||||||||
Secured loan agreement [member] | Flow capital corp [member] | Tranche two [member] | ||||||||||||||||||||
Disclosure of business combinations [line item] | ||||||||||||||||||||
Share price | $ / shares | $ 60 | |||||||||||||||||||
Number of shares will be issued | shares | 33,333 | |||||||||||||||||||
Secured loan agreement [member] | Flow capital corp [member] | Tranche three [member] | ||||||||||||||||||||
Disclosure of business combinations [line item] | ||||||||||||||||||||
Share price | $ / shares | $ 90 | |||||||||||||||||||
Number of shares will be issued | shares | 33,333 | |||||||||||||||||||
Bottom of range [member] | ||||||||||||||||||||
Disclosure of business combinations [line item] | ||||||||||||||||||||
Percentage of entity revenue | 10% | |||||||||||||||||||
Bottom of range [member] | Royalty agreement [member] | Flow capital corp [member] | ||||||||||||||||||||
Disclosure of business combinations [line item] | ||||||||||||||||||||
Royalty expense | $ 41,667 | |||||||||||||||||||
Percentage of entity revenue | 4.25% | |||||||||||||||||||
[1]Includes term loan with a carrying value of $9,275,683 classified as current due to covenant breach. Assuming term loan is repaid in accordance with agreement to maturity, the undiscounted contractual cash flows for loans and borrowings would be $2,933,739, $5,472,193, and $4,143,888 , respectively for the periods presented above.[2]Note 30(b) includes the reconciliation of movements of liabilities to cash flows arising from financing activities. |
Business Acquisition Payable -
Business Acquisition Payable - Additional Information (Detail) - CAD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of Detailed Information About Business Acquisition Payable [Line Items] | |||
Contingent consideration payable | $ 1,398,972 | $ 2,439,529 | $ 1,043,314 |
Kanepi Acquisition [Member] | |||
Disclosure of Detailed Information About Business Acquisition Payable [Line Items] | |||
Contingent consideration payable | 383,368 | ||
FDSI Acquisition [Member] | |||
Disclosure of Detailed Information About Business Acquisition Payable [Line Items] | |||
Contingent consideration payable | $ 1,015,604 |
Business Acquisition Payable _2
Business Acquisition Payable - Summary of Business Acquisition Payable (Detail) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |
Disclosure of Detailed Information About Business Acquisition Payable [Line Items] | |||
Opening balance | $ 2,439,529 | $ 1,043,314 | |
Effect of foreign exchange differences | (16,157) | (51,489) | |
Total | 1,398,972 | 2,439,529 | |
Current portion | 1,398,972 | 1,594,297 | $ 1,093,021 |
Non-current portion | 0 | 845,232 | |
CSA Acquisition [Member] | |||
Disclosure of Detailed Information About Business Acquisition Payable [Line Items] | |||
Contingent consideration changes related | (853,308) | 879,066 | |
Kanepi Acquisition [Member] | |||
Disclosure of Detailed Information About Business Acquisition Payable [Line Items] | |||
Contingent consideration changes related | (171,092) | $ 568,638 | |
Total | $ 383,368 |
Share Capital - Summary Of Deta
Share Capital - Summary Of Detailed Information About Reconciliation Of Warrants Classified As Equity Settled And Financial Liabilities (Detail) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 CAD ($) $ / shares shares | Dec. 31, 2021 CAD ($) $ / shares shares | Dec. 31, 2020 CAD ($) $ / shares shares | Dec. 31, 2019 CAD ($) $ / shares shares | |
Detailed Information About Reconciliation Of Warrants Classified As Equity Settled And Financial Liabilities [Line Items] | ||||
Balance – Beginning of period | $ | 866,789 | 423,303 | 349,657 | 95,000 |
Number Of Warrants Exercised | $ | (7,639) | (50,838) | ||
Number Of Warrants Expired | $ | (91,689) | (4,201) | (6,433) | |
Balance – Ending of period | $ | 858,735 | 866,789 | 423,303 | 349,657 |
Balance – Beginning of period | $ 8.81 | $ 11.01 | $ 11.48 | $ 11.7 |
Weighted Average Exercise Exercised | 10.5 | 10.62 | ||
Weighted Average Exercise Expired | 10.46 | 11.03 | 10.67 | |
Balance – Ending of period | $ 7.03 | $ 8.81 | $ 11.01 | $ 11.48 |
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | ||||
Detailed Information About Reconciliation Of Warrants Classified As Equity Settled And Financial Liabilities [Line Items] | ||||
Balance – Beginning of period | $ | 8,481,929 | 1,931,526 | 781,260 | 1,104,378 |
Number Of Warrants Issued | shares | 183,486 | 7,140,223 | 2,433,081 | 19,957 |
Number Of Warrants Exercised | $ | (1,228,935) | (133,176) | ||
Number Of Warrants Expired | $ | (544,707) | (589,820) | (53,880) | (209,899) |
Balance – Ending of period | $ | 8,120,708 | 8,481,929 | 1,931,526 | 781,260 |
Balance – Beginning of period | $ 8.83 | $ 14.82 | $ 13.8 | $ 13.5 |
Weighted Average Exercise Issued | 5.45 | 7.64 | 13.72 | 14.46 |
Weighted Average Exercise Exercised | 12.06 | 12.96 | ||
Weighted Average Exercise Expired | 14.28 | 13.97 | 13.31 | 13.5 |
Balance – Ending of period | $ 8.39 | $ 8.83 | $ 14.82 | $ 13.8 |
Share Capital - Summary Of De_2
Share Capital - Summary Of Detailed Information About Warrants Outstanding Including Expiration Date (Detail) | Sep. 30, 2022 CAD ($) $ / shares | Dec. 31, 2021 CAD ($) $ / shares | Dec. 31, 2020 CAD ($) $ / shares | Dec. 31, 2019 CAD ($) $ / shares | Dec. 31, 2018 CAD ($) $ / shares |
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 7.03 | $ 8.81 | $ 11.01 | $ 11.48 | $ 11.7 |
Outstanding Warrants | $ | 858,735 | 866,789 | 423,303 | 349,657 | 95,000 |
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 8.39 | $ 8.83 | $ 14.82 | $ 13.8 | $ 13.5 |
Outstanding Warrants | $ | 8,120,708 | 8,481,929 | 1,931,526 | 781,260 | 1,104,378 |
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | June 2022 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 15 | ||||
Outstanding Warrants | $ | 19,584 | ||||
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | July 2022 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 14.25 | ||||
Outstanding Warrants | $ | 525,114 | ||||
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | December 2022 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 5.63 | ||||
Outstanding Warrants | $ | 1,000 | ||||
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | January 2023 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 5.72 | ||||
Outstanding Warrants | $ | 37,400 | ||||
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | January 2023 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 6.97 | ||||
Outstanding Warrants | $ | 25,400 | ||||
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | February 2023 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 7.8 | ||||
Outstanding Warrants | $ | 8,000 | ||||
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | March 2023 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 8.28 | ||||
Outstanding Warrants | $ | 9,000 | ||||
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | May 2023 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 4.12 | ||||
Outstanding Warrants | $ | 34,960 | ||||
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | April 2024 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 8.55 | ||||
Outstanding Warrants | $ | 2,375,676 | ||||
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | June 2024 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 22.5 | ||||
Outstanding Warrants | $ | 3,333 | ||||
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | August 2024 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 8.6 | ||||
Outstanding Warrants | $ | 2,107,787 | ||||
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | January 2025 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 16.2 | ||||
Outstanding Warrants | $ | 611,027 | ||||
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | May 2025 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 6.31 | ||||
Outstanding Warrants | $ | 126,000 | ||||
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | July 2025 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 14.25 | ||||
Outstanding Warrants | $ | 182,648 | ||||
Warrants [Member] | Equity Settled And Finance Liabilities [Member] | November 2026 | |||||
Detailed Information About Warrants Oustanding Including Expiration Date [Line Items] | |||||
Exercise Price | $ / shares | $ 6.05 | ||||
Outstanding Warrants | $ | 2,415,000 |
Share Capital - Additional info
Share Capital - Additional information (Detail) | 9 Months Ended | 12 Months Ended | ||||||||||||
Dec. 03, 2021 CAD ($) shares | Dec. 03, 2021 USD ($) $ / shares shares | Nov. 29, 2021 CAD ($) shares | Nov. 29, 2021 USD ($) $ / shares shares | Aug. 13, 2021 CAD ($) $ / shares shares | Apr. 15, 2021 CAD ($) $ / shares shares | Sep. 30, 2022 CAD ($) shares | Dec. 31, 2023 shares | Dec. 31, 2021 CAD ($) yr shares $ / shares | Dec. 31, 2020 shares | Dec. 31, 2019 CAD ($) shares | Dec. 31, 2021 $ / shares | Sep. 01, 2019 shares | Feb. 01, 2019 shares | |
Disclosure of classes of share capital [line items] | ||||||||||||||
Share issue related cost | $ | $ 3,300 | |||||||||||||
Residual value of common shares measured | $ | $ 8,558,264 | |||||||||||||
Common shares subject to escrow | shares | 441,913 | 681,024 | 1,674,284 | 2,381,826 | ||||||||||
Additional common shares issued during period subject to escrow | shares | 0 | |||||||||||||
Weighted average remaining contractual life of share options outstanding | 6 years 3 months 18 days | 7 years 6 months | ||||||||||||
Proceeds from the issue of warrants | $ | 5,302,004 | |||||||||||||
Transaction costs associated with the issuance of the units | $ | 1,738,087 | |||||||||||||
Payments for share issue costs | $ | 1,073,262 | |||||||||||||
Payments for debt issue costs | $ | 664,825 | |||||||||||||
Transaction cost related to fair value of warrants | $ | $ 162,947 | |||||||||||||
Warrants outstanding | shares | 2,107,787 | 2,415,000 | ||||||||||||
Warrants [Member] | Atb [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Financial liabilities reclassified to share capital | $ | $ 195,066 | |||||||||||||
USD brokered public offering [member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Proceeds from issue of ordinary shares | $ 1,820,070 | $ 1,417,450 | ||||||||||||
Net proceeds allocated to common shares | $ | $ 1,674,464 | |||||||||||||
Major ordinary share transactions [member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Additional common shares to be issued during period subject to escrow | shares | 222,425 | 458,599 | ||||||||||||
2021 Debentures [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Percentage of debt extinguishment | 99.20% | |||||||||||||
Ordinary shares [member] | US brokered public offering [member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Stock issued during period new shares issued in initial public offering | shares | 2,100,000 | 2,100,000 | ||||||||||||
Sale of stock price per share | $ / shares | $ 4.5 | |||||||||||||
Proceeds from issue of ordinary shares net of issuance costs | $ | $ 10,912,251 | |||||||||||||
Ordinary shares [member] | Over allotment option [member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Stock issued during period new shares issued in initial public offering | shares | 315,000 | 315,000 | ||||||||||||
Class of warrants exercise price per share | $ / shares | $ 4.75 | |||||||||||||
Ordinary shares [member] | USD brokered public offering [member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Proceeds from issue of ordinary shares | $ 12,040,198 | $ 9,450,000 | ||||||||||||
Ordinary shares [member] | 2021 Debentures [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Proceeds from issue of ordinary shares net of issuance costs | $ | $ 14,436,728 | |||||||||||||
Stock issued during period shares issued for conversion settlement | shares | 2,107,787 | |||||||||||||
Ordinary shares [member] | Restricted share units [member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Stock issued during period common shares issued | shares | 22,696 | 71,190 | ||||||||||||
Warrants [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Weighted average remaining contractual life of share options outstanding | 3 years 1 month 2 days | 2 years 3 months 14 days | 1 year 4 months 13 days | |||||||||||
Warrants [Member] | Atb [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Weighted average remaining contractual life of share options outstanding | 2 years 6 months | 3 years 1 month 6 days | ||||||||||||
Warrants [Member] | Equity Settled Warrants Issued To Broker [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Fair value of warrants issued | $ | $ 294,894 | |||||||||||||
Warrants [Member] | Equity Settled Warrants Issued To Broker [Member] | Share Price Measurement Input [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Warrants measurement input | shares | 6.39 | |||||||||||||
Warrants [Member] | Equity Settled Warrants Issued To Broker [Member] | Exercise Price Measurement Input [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Warrants measurement input | shares | 5.85 | |||||||||||||
Warrants [Member] | Equity Settled Warrants Issued To Broker [Member] | Risk Free Rate Measurement Input [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Warrants measurement input | 0.26 | |||||||||||||
Warrants [Member] | Equity Settled Warrants Issued To Broker [Member] | Expected Life Measurement Input [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Warrants measurement input | yr | 1.88 | |||||||||||||
Warrants [Member] | Equity Settled Warrants Issued To Broker [Member] | Expected Volatility Measurement Input [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Warrants measurement input | 69 | |||||||||||||
Warrants [Member] | Equity Settled Warrants Issued To Broker [Member] | Expected Dividend Measurement Input [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Warrants measurement input | shares | 0 | |||||||||||||
Warrants [Member] | Equity Settled Warrants Issued To Underwriters [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Stock issued during period warrants issued to underwriters | shares | 126,000 | |||||||||||||
Fair value of warrants issued | $ | $ 162,947 | |||||||||||||
Warrants [Member] | Equity Settled Warrants Issued To Underwriters [Member] | Share Price Measurement Input [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Warrants measurement input | shares | 5.7 | |||||||||||||
Warrants [Member] | Equity Settled Warrants Issued To Underwriters [Member] | Exercise Price Measurement Input [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Warrants measurement input | shares | 6.31 | |||||||||||||
Warrants [Member] | Equity Settled Warrants Issued To Underwriters [Member] | Risk Free Rate Measurement Input [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Warrants measurement input | 1.04 | |||||||||||||
Warrants [Member] | Equity Settled Warrants Issued To Underwriters [Member] | Expected Life Measurement Input [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Warrants measurement input | yr | 3.48 | |||||||||||||
Warrants [Member] | Equity Settled Warrants Issued To Underwriters [Member] | Expected Volatility Measurement Input [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Warrants measurement input | 45 | |||||||||||||
Warrants [Member] | Equity Settled Warrants Issued To Underwriters [Member] | Expected Dividend Measurement Input [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Warrants measurement input | shares | 0 | |||||||||||||
Warrants [Member] | Brokered public offering [member | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Stock issued during period new shares issued in initial public offering | shares | 75,676 | 2,300,000 | ||||||||||||
Sale of stock price per share | $ / shares | $ 6.3 | |||||||||||||
Proceeds from issue of ordinary shares | $ | $ 14,490,000 | |||||||||||||
Class of warrants exercise price per share | $ / shares | $ 8.55 | |||||||||||||
Warrants exercisable term | 36 months | |||||||||||||
Underwriters Cash Commission | $ | $ 1,014,300 | |||||||||||||
Percentage of gross proceeds from public offering issue | 7% | |||||||||||||
Share issue related cost | $ | $ 459,986 | |||||||||||||
Proceeds from issue of ordinary shares net of issuance costs | $ | 13,015,714 | |||||||||||||
Net proceeds allocated to common shares | $ | 12,395,918 | |||||||||||||
Residual value of common shares measured | $ | $ 619,796 | |||||||||||||
Warrants [Member] | Non brokered private placement [member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Stock issued during period new shares issued in initial public offering | shares | 75,676 | |||||||||||||
Sale of stock price per share | $ / shares | $ 5.55 | |||||||||||||
Proceeds from issue of ordinary shares | $ | $ 420,000 | |||||||||||||
Class of warrants exercise price per share | $ / shares | $ 8.55 | |||||||||||||
Net proceeds allocated to common shares | $ | $ 420,000 | |||||||||||||
Warrants maturity term | April 2024 | |||||||||||||
Warrants [Member] | US brokered public offering [member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Class of warrants exercise price per share | $ / shares | $ 4.95 | |||||||||||||
Stock issued during period warrants issued to underwriters | shares | 126,000 | 126,000 | ||||||||||||
Warrants [Member] | 2021 Debentures [Member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Stock issued during period common shares issued | shares | 115,760 | |||||||||||||
Warrants exercisable term | 24 months | |||||||||||||
Stock issued during period shares issued for conversion settlement | shares | 2,107,787 | |||||||||||||
Warrants [Member] | 2021 Debentures [Member] | Bottom of range [member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Class of warrants exercise price per share | (per share) | $ 4.12 | $ 3.42 | ||||||||||||
Warrants maturity term | December 2022 | |||||||||||||
Warrants [Member] | 2021 Debentures [Member] | Top of range [member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Class of warrants exercise price per share | (per share) | $ 8.28 | $ 6.6 | ||||||||||||
Warrants maturity term | May 2023 | |||||||||||||
Common share [member] | ||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||
Number of Shares issued for debt settlement | shares | 5,000 | 1,964 |
Share-Based Payment Arrangeme_3
Share-Based Payment Arrangements - Summary Of Share-Based Compensation (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Explanation Of Effect Of Share Based Payments On Profit Or Loss [Line Items] | |||||||
Expense from share-based payment transactions | $ 485,032 | $ 448,268 | $ 929,493 | $ 1,184,187 | $ 1,867,915 | $ 1,454,235 | $ 1,468,361 |
Stock Options [Member] | |||||||
Explanation Of Effect Of Share Based Payments On Profit Or Loss [Line Items] | |||||||
Expense from share-based payment transactions | 58,876 | 140,090 | 379,464 | 387,880 | 908,293 | 677,452 | 820,613 |
Restricted Share Units [Member] | |||||||
Explanation Of Effect Of Share Based Payments On Profit Or Loss [Line Items] | |||||||
Expense from share-based payment transactions | $ 426,156 | $ 308,178 | $ 550,029 | $ 796,307 | $ 959,622 | $ 776,783 | $ 647,748 |
Share-Based Payment Arrangeme_4
Share-Based Payment Arrangements - Summary Of Weighted-Average Exercise Prices Of Stock Options (Detail) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 CAD ($) $ / shares | Dec. 31, 2021 CAD ($) $ / shares | Dec. 31, 2020 CAD ($) $ / shares | Dec. 31, 2019 CAD ($) $ / shares | |
Text Block [Abstract] | ||||
Balance – Beginning of period | 866,789 | 423,303 | 349,657 | 95,000 |
Number Of Options Granted | 347,049 | 487,775 | 153,828 | 323,278 |
Number Of Options Exercised | (7,639) | (50,838) | ||
Number Of Options Forfeited | (256,934) | (40,088) | (32,777) | (17,783) |
Number Of Options Expired | (91,689) | (4,201) | (6,433) | |
Number Of Options Cancelled | (6,480) | (33,333) | ||
Balance – Ending of period | 858,735 | 866,789 | 423,303 | 349,657 |
Exercisable | 218,803 | 275,473 | 161,244 | 17,014 |
Balance – Beginning of period | $ / shares | $ 8.81 | $ 11.01 | $ 11.48 | $ 11.7 |
Weighted Average Exercise Granted | $ / shares | 4.05 | 7.1 | 9.99 | 11.2 |
Weighted Average Exercise Exercised | $ / shares | 10.5 | 10.62 | ||
Weighted Average Exercise Forfeited | $ / shares | 7.59 | 9.87 | 11.52 | 10.35 |
Weighted Average Exercise Expired | $ / shares | $ 10.46 | 11.03 | $ 10.67 | |
Weighted Average Exercise Price Cancelled | 7.45% | 10.50% | ||
Balance – Ending of period | $ / shares | $ 7.03 | 8.81 | $ 11.01 | 11.48 |
Exercisable | $ / shares | $ 10.96 | $ 11.1 | $ 11.7 | $ 12.87 |
Balance – Beginning of period | 6 years 3 months 18 days | 7 years 6 months | ||
Weighted Average Contractual Granted | 9 years 9 months 18 days | |||
Weighted Average Contractual Forfeited | 8 years 8 months 12 days | |||
Weighted Average Contractual Expired | 2 years 7 months 6 days | |||
Weighted Average Contractual Cancelled | 8 years 8 months 12 days | |||
Balance – Ending of period | 6 years 3 months 18 days | 7 years 6 months |
Share-Based Payment Arrangeme_5
Share-Based Payment Arrangements - Summary Of Company's Stock Options Outstanding (Detail) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 CAD ($) $ / shares | Dec. 31, 2021 CAD ($) $ / shares | Dec. 31, 2020 CAD ($) $ / shares | Dec. 31, 2019 CAD ($) $ / shares | Dec. 31, 2018 CAD ($) $ / shares | |
Disclosure of range of exercise prices of outstanding share options [line items] | |||||
Number Outstanding | $ | 858,735 | 866,789 | 423,303 | 349,657 | 95,000 |
Weighted Average Exercise Price | $ 7.03 | $ 8.81 | $ 11.01 | $ 11.48 | $ 11.7 |
Number Exercisable | $ | 218,803 | 275,473 | 161,244 | 17,014 | |
Weighted Average Exercise Price | $ 10.96 | $ 11.1 | $ 11.7 | $ 12.87 | |
Weighted average remaining contractual life of share options outstanding | 6 years 3 months 18 days | 7 years 6 months | |||
Five Point Six Seven To Eight Point Seven Zero [Member] | |||||
Disclosure of range of exercise prices of outstanding share options [line items] | |||||
Number Outstanding | $ | 506,502 | ||||
Weighted Average Exercise Price | $ 6.88 | ||||
Number Exercisable | $ | 25,389 | ||||
Weighted Average Exercise Price | $ 6.56 | ||||
Weighted average remaining contractual life of share options outstanding | 9 years | ||||
Five Point Six Seven To Eight Point Seven Zero [Member] | Bottom of range [member] | |||||
Disclosure of range of exercise prices of outstanding share options [line items] | |||||
Range of prices | $ 5.67 | ||||
Five Point Six Seven To Eight Point Seven Zero [Member] | Top of range [member] | |||||
Disclosure of range of exercise prices of outstanding share options [line items] | |||||
Range of prices | $ 8.7 | ||||
Eight Point Seven One To Ten Point Nine Five [Member] | |||||
Disclosure of range of exercise prices of outstanding share options [line items] | |||||
Number Outstanding | $ | 200,706 | ||||
Weighted Average Exercise Price | $ 10.67 | ||||
Number Exercisable | $ | 138,622 | ||||
Weighted Average Exercise Price | $ 10.57 | ||||
Weighted average remaining contractual life of share options outstanding | 4 years 10 months 24 days | ||||
Eight Point Seven One To Ten Point Nine Five [Member] | Bottom of range [member] | |||||
Disclosure of range of exercise prices of outstanding share options [line items] | |||||
Range of prices | $ 8.71 | ||||
Eight Point Seven One To Ten Point Nine Five [Member] | Top of range [member] | |||||
Disclosure of range of exercise prices of outstanding share options [line items] | |||||
Range of prices | $ 10.95 | ||||
Ten Point Nine Six To Twelve Point Five Nine [Member] | |||||
Disclosure of range of exercise prices of outstanding share options [line items] | |||||
Number Outstanding | $ | 104,303 | ||||
Weighted Average Exercise Price | $ 11.78 | ||||
Number Exercisable | $ | 71,461 | ||||
Weighted Average Exercise Price | $ 11.78 | ||||
Weighted average remaining contractual life of share options outstanding | 6 years 1 month 6 days | ||||
Ten Point Nine Six To Twelve Point Five Nine [Member] | Bottom of range [member] | |||||
Disclosure of range of exercise prices of outstanding share options [line items] | |||||
Range of prices | $ 10.96 | ||||
Ten Point Nine Six To Twelve Point Five Nine [Member] | Top of range [member] | |||||
Disclosure of range of exercise prices of outstanding share options [line items] | |||||
Range of prices | $ 12.59 | ||||
Twelve Point Six Zero To Eighteen Point Zero Two [Member] | |||||
Disclosure of range of exercise prices of outstanding share options [line items] | |||||
Number Outstanding | $ | 55,278 | ||||
Weighted Average Exercise Price | $ 14.11 | ||||
Number Exercisable | $ | 40,001 | ||||
Weighted Average Exercise Price | $ 14.59 | ||||
Weighted average remaining contractual life of share options outstanding | 6 years 4 months 24 days | ||||
Twelve Point Six Zero To Eighteen Point Zero Two [Member] | Bottom of range [member] | |||||
Disclosure of range of exercise prices of outstanding share options [line items] | |||||
Range of prices | $ 12.6 | ||||
Twelve Point Six Zero To Eighteen Point Zero Two [Member] | Top of range [member] | |||||
Disclosure of range of exercise prices of outstanding share options [line items] | |||||
Range of prices | $ 18.02 | ||||
Total [Member] | |||||
Disclosure of range of exercise prices of outstanding share options [line items] | |||||
Number Outstanding | $ | 866,789 | ||||
Weighted Average Exercise Price | $ 8.81 | ||||
Number Exercisable | $ | 275,473 | ||||
Weighted Average Exercise Price | $ 11.1 | ||||
Weighted average remaining contractual life of share options outstanding | 7 years 6 months |
Share-Based Payment Arrangeme_6
Share-Based Payment Arrangements - Summary Of Indirect Measurement Of Fair Value Of Goods Or Services Received, Share Options Granted During Period (Detail) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 yr $ / shares | Dec. 31, 2021 yr $ / shares | Dec. 31, 2020 yr $ / shares | Dec. 31, 2019 yr $ / shares | |
Text Block [Abstract] | ||||
Grant date share price | $ 4.01 | $ 7 | $ 8.93 | $ 10.88 |
Exercise price | $ 4.05 | $ 7.1 | $ 9.74 | $ 11.13 |
Risk-free rate | 2.43% | 1.32% | 0.36% | 1.57% |
Expected life, years | yr | 6.5 | 6.2 | 5 | 3.9 |
Expected volatility | 75% | 75% | 66% | 54% |
Forfeiture rate | 10% | 7% | 10% |
Share-Based Payment Arrangeme_7
Share-Based Payment Arrangements - Summary Of Company's Obligation To Issue Shares On The Vesting Of RSUs (Detail) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 CAD ($) shares | Dec. 31, 2021 CAD ($) shares | Dec. 31, 2020 CAD ($) shares | Dec. 31, 2019 CAD ($) shares | |
Disclosure Of Number And Weighted Average Exercise Prices Of Other Equity Instruments [Line Items] | ||||
Balance – Beginning of period | 208,674 | 222,222 | 151,790 | |
Granted | 73,164 | 123,797 | ||
Exercised | shares | (71,190) | (35,877) | ||
Forfeited | (7,074) | (3,332) | ||
Withheld | (8,448) | (14,156) | ||
Balance – Ending of period | 208,674 | 222,222 | 151,790 | |
Exercisable | 115,468 | 33,516 | ||
Restricted Share Units [Member] | ||||
Disclosure Of Number And Weighted Average Exercise Prices Of Other Equity Instruments [Line Items] | ||||
Balance – Beginning of period | 208,674 | 151,790 | 101,778 | |
Granted | 361,768 | 71,640 | ||
Exercised | (22,696) | (11,905) | ||
Forfeited | (58,763) | (9,723) | ||
Cancelled | shares | (13,801) | |||
Balance – Ending of period | 475,182 | 208,674 | 151,790 | |
Exercisable | 151,556 | 32,036 |
Share-Based Payment Arrangeme_8
Share-Based Payment Arrangements - Summary Of Company's Obligation To Issue Shares On The Vesting Of RSUs (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 CAD ($) $ / shares | Dec. 31, 2021 shares $ / shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | |
Disclosure Of Number And Weighted Average Exercise Prices Of Other Equity Instruments [Line Items] | ||||
Number of other equity instruments exercised or vested in share-based payment arrangement | shares | 71,190 | 35,877 | ||
Restricted Share Units [Member] | ||||
Disclosure Of Number And Weighted Average Exercise Prices Of Other Equity Instruments [Line Items] | ||||
Number of other equity instruments exercised or vested in share-based payment arrangement | 22,696 | 11,905 | ||
Number of other equity instruments exercised | 22,696 | 79,638 | ||
Weighted average exercise price of other equity instruments exercised in share based payment arrangement | $ / shares | $ 7.75 | $ 8.87 | ||
Issued capital [member] | ||||
Disclosure Of Number And Weighted Average Exercise Prices Of Other Equity Instruments [Line Items] | ||||
Number of other equity instruments exercised or vested in share-based payment arrangement | 22,696 | 71,190 |
Share-Based Payment Arrangeme_9
Share-Based Payment Arrangements - Additional Information (Detail) | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2022 CAD ($) yr $ / shares | Dec. 31, 2021 CAD ($) yr $ / shares | Dec. 31, 2021 CAD ($) $ / shares | Dec. 31, 2020 CAD ($) yr $ / shares | Dec. 31, 2020 CAD ($) $ / shares | Dec. 31, 2019 CAD ($) yr | Dec. 31, 2019 CAD ($) $ / shares | Sep. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares | Dec. 31, 2019 $ / shares | |
Statements [Line Items] | |||||||||||
Percentage of issued and outstanding shares reserved for issuance under the Plan | 10% | 10% | |||||||||
Proceeds from exercise of options | $ 70,000 | $ 543,249 | |||||||||
Unrecognized share based compensation expense related to unvested stock options granted | $ 1,824,812 | $ 1,824,812 | $ 710,934 | $ 710,934 | $ 1,061,013 | $ 1,061,013 | |||||
Information about how expected volatility was determined, share options granted | Expected volatility is based on an evaluation of the historical volatility of the Company’s share prices since the Company commenced trading which is a reasonable approximation of the volatility over the expected term | ||||||||||
Unrecognized share based compensation expense related to unvested other equity instruments granted | $ 1,096,732 | $ 1,824,812 | $ 1,824,812 | ||||||||
Share based compensation by share based award options exercisable | 218,803 | 275,473 | 275,473 | 161,244 | 161,244 | 17,014 | 17,014 | ||||
Share based compensation by share based award options excercisable weighted average exercise price | $ / shares | $ 10.96 | $ 11.1 | $ 11.7 | $ 12.87 | |||||||
Grant date share price | $ / shares | $ 4.01 | $ 7 | $ 8.93 | $ 10.88 | |||||||
Exercise price | $ / shares | $ 4.05 | $ 7.1 | $ 9.74 | 11.13 | |||||||
Risk-free rate | 2.43% | 1.32% | 0.36% | 1.57% | |||||||
Expected life, years | yr | 6.5 | 6.2 | 5 | 3.9 | |||||||
Expected volatility | 75% | 75% | 66% | 54% | |||||||
Forfeiture rate | 10% | 7% | 10% | ||||||||
Expected dividends | 0% | ||||||||||
Bottom of range [member] | Exercise Price Range Three Point Four Six To Eighteen Point Zero Two [Member] | |||||||||||
Statements [Line Items] | |||||||||||
Exercise price of outstanding share options | $ / shares | 2.89 | ||||||||||
Top of range [member] | Exercise Price Range Three Point Four Six To Eighteen Point Zero Two [Member] | |||||||||||
Statements [Line Items] | |||||||||||
Exercise price of outstanding share options | $ / shares | $ 18.02 | ||||||||||
Each Anniversary Date Over Three Years [Member] | |||||||||||
Statements [Line Items] | |||||||||||
Share based payment arrangement, Vesting right percentage | 33% | 33% | |||||||||
Stock Options [Member] | |||||||||||
Statements [Line Items] | |||||||||||
Description of maximum term of options granted for share based payment arrangement | 10 | ||||||||||
Description of vesting requirements for share based payment arrangement | vest as to 33% on each anniversary date of the date of grant | ||||||||||
Number of months determining vested options exercisable | 3 months | ||||||||||
Weighted average share price | (per share) | $ 2.47 | $ 4.25 | $ 4.54 | $ 4.91 | |||||||
Weighted average fair value of share options granted | $ 855,826 | $ 2,061,007 | $ 2,061,007 | $ 698,949 | $ 698,949 | $ 1,597,043 | $ 1,597,043 | ||||
Description of option pricing model, share options granted | Black-Scholes model | Black-Scholes model | |||||||||
Stock Options [Member] | Each Of The Three One Year Anniversaries Of The Date Of Grant [Member] | |||||||||||
Statements [Line Items] | |||||||||||
Share based payment arrangement, Vesting right percentage | 33% | 33% | |||||||||
Stock Options [Member] | If All Exercisable Options Were Exercised [Member] | |||||||||||
Statements [Line Items] | |||||||||||
Proceeds from exercise of options | $ 3,057,750 | 1,886,555 | 1,206,687 | ||||||||
Restricted Share Units [Member] | |||||||||||
Statements [Line Items] | |||||||||||
Description of vesting requirements for share based payment arrangement | RSUs have various terms ranging from immediate vesting to vesting on either the first, second or third anniversary of the grant date, or as to 33% on each anniversary date of the grant over three years. | ||||||||||
Information about how expected volatility was determined, share options granted | The fair value of each RSU is based on the market price of the Company’s common shares on the date of grant | The fair value of each RSU is based on the market price of the Company’s common shares on the date of grant | |||||||||
Conversion basis | one | ||||||||||
Weighted average fair value at measurement date, Other equity instruments granted | $ 1,401,156 | $ 528,028 | $ 528,028 | 1,069,042 | 1,069,042 | 829,976 | 829,976 | ||||
Unrecognized share based compensation expense related to unvested other equity instruments granted | $ 928,048 | $ 277,686 | $ 277,686 | $ 807,830 | $ 807,830 | $ 702,373 | $ 702,373 |
Deconsolidation of Subsidiary -
Deconsolidation of Subsidiary - Summary of the Impact of Deconsolidating Agnity (Detail) - CAD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Jul. 29, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Disclosure of subsidiaries [line items] | ||||||||||||
Cash and cash equivalents | $ (1,712,978) | $ (1,325,633) | $ (1,712,978) | $ (1,325,633) | $ (4,588,057) | $ (1,110,889) | $ (529,190) | $ (1,325,794) | ||||
Trade and other receivables | (2,877,363) | [1] | (2,877,363) | [1] | (14,566,975) | [1] | (12,312,814) | |||||
Prepaid expenses and deposits - current | (2,497,798) | (2,497,798) | (2,355,350) | (1,326,319) | ||||||||
Prepaid expenses and deposits - non-current | 156,350 | 156,350 | 622,577 | 1,011,847 | ||||||||
Property and equipment | (743,586) | (743,586) | (649,403) | (506,387) | ||||||||
Intangible assets | (11,397,381) | (11,397,381) | (20,585,833) | (27,766,839) | ||||||||
Trade payables and accrued liabilities | 13,006,686 | 13,006,686 | 12,421,309 | 12,924,256 | ||||||||
Deferred revenue | 1,989,830 | 1,989,830 | 2,811,408 | 1,771,120 | ||||||||
Due to related party | 1,834,307 | 2,419,377 | ||||||||||
Loans and borrowings - current | 6,325,780 | 6,325,780 | 12,447,939 | 3,431,251 | ||||||||
Loans and borrowings - non-current | 20,556,562 | 20,556,562 | 767,662 | 9,721,049 | ||||||||
Deferred income tax liabilities | (441,845) | (441,845) | (2,291,057) | (4,168,905) | ||||||||
Less: Non-controlling interest | 0 | 0 | 2,495,288 | 2,293,246 | ||||||||
Loss on disposal of Agnity | (27,068,883) | 6,292,696 | (27,068,883) | 6,292,696 | 4,286,773 | 11,458,519 | 6,118,253 | $ 2,553,170 | ||||
Revenue | 2,906,100 | 7,434,319 | 9,604,729 | 21,426,348 | 25,596,972 | 26,928,439 | 18,340,249 | |||||
Loss allocated to NCI | (436,979) | (150,012) | (5,242,577) | 299,005 | 63,387 | 1,586,588 | 590,056 | |||||
Total comprehensive loss attributable to NCI | $ (398,355) | $ (202,786) | (5,150,564) | 467,776 | 202,042 | 1,746,337 | 766,767 | |||||
Cash flows provided by operating activities | (23,572,473) | (18,338,618) | (28,329,771) | (24,855,800) | (15,988,223) | |||||||
Cash flows used in investing activities | 6,657,142 | (1,063,262) | (1,063,927) | (6,395,154) | (20,732,153) | |||||||
Cash flows used in financing activities | 14,046,382 | 19,632,972 | 32,926,878 | 31,856,797 | 35,936,694 | |||||||
Foreign exchange impact on cash held in USD | $ (6,130) | $ (16,348) | (56,012) | (24,144) | (12,922) | |||||||
Subsidiaries with material non-controlling interests [member] | ||||||||||||
Disclosure of subsidiaries [line items] | ||||||||||||
Net assets | 2,666,881 | 2,567,094 | ||||||||||
Agnity Global Inc [Member] | Subsidiaries with material non-controlling interests [member] | ||||||||||||
Disclosure of subsidiaries [line items] | ||||||||||||
Cash and cash equivalents | $ (37,642) | |||||||||||
Trade and other receivables | (3,716,258) | |||||||||||
Prepaid expenses and deposits - current | (240,511) | |||||||||||
Prepaid expenses and deposits - non-current | (236,637) | |||||||||||
Property and equipment | (263,139) | |||||||||||
Intangible assets | (3,547,954) | |||||||||||
Trade payables and accrued liabilities | 5,193,353 | |||||||||||
Deferred revenue | 2,474,113 | |||||||||||
Due to related party | 188,836 | |||||||||||
Loans and borrowings - current | 2,605,503 | |||||||||||
Loans and borrowings - non-current | 197,812 | |||||||||||
Deferred income tax liabilities | (2,993) | |||||||||||
Net assets | 2,614,483 | |||||||||||
Less: Non-controlling interest | (2,824,971) | |||||||||||
Loss on disposal of Agnity | (210,488) | |||||||||||
Revenue | 1,850,588 | 11,966,226 | 11,548,811 | 6,010,753 | ||||||||
Loss allocated to NCI | (5,242,577) | 63,387 | 1,586,588 | 590,056 | ||||||||
Other comprehensive income allocated to NCI | 92,013 | 138,655 | 159,749 | 176,711 | ||||||||
Total comprehensive loss attributable to NCI | (5,150,564) | 202,042 | 1,746,337 | 766,767 | ||||||||
Cash flows provided by operating activities | 591,772 | (1,859,900) | (405,548) | 483,245 | ||||||||
Cash flows used in investing activities | (8,871) | (578,483) | (3,731) | |||||||||
Cash flows used in financing activities | (693,704) | 2,081,137 | 655,347 | (417,068) | ||||||||
Foreign exchange impact on cash held in USD | 5,056 | (6,383) | 155,274 | 5,976 | ||||||||
Net decrease in cash and cash equivalents | $ (105,747) | $ (363,629) | $ 405,073 | $ 68,422 | ||||||||
[1]See Note 15 for the impact of the deconsolidation of a subsidiary. |
Deconsolidation of Subsidiary_2
Deconsolidation of Subsidiary - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||||
Jul. 29, 2022 CAD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2022 USD ($) | Jul. 29, 2022 USD ($) | ||
Text Block [Line Items] | |||||||
Gains (losses) recognised when control of subsidiary is lost | [1] | $ 210,488 | $ 210,488 | ||||
Technology Continuation Agreement [Member] | |||||||
Text Block [Line Items] | |||||||
Cash transferred | $ 5,953,766 | ||||||
Agnity Global Inc [Member] | |||||||
Text Block [Line Items] | |||||||
Financial assets at fair value through profit or loss | 3,882,688 | $ 3,882,688 | $ 3,024,937 | ||||
Gains (losses) on financial assets at fair value through profit or loss | $ 3,394,455 | $ 2,644,563 | |||||
Gains (losses) recognised when control of subsidiary is lost | $ 210,488 | ||||||
[1]See Note 15. |
Non-Controlling Interest - Addi
Non-Controlling Interest - Additional Information (Detail) - Subsidiaries with material non-controlling interests [member] - Agnity Global Inc [Member] | 12 Months Ended | |||
Apr. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of Subsidiaries with Material Non controlling Interests [Line Items] | ||||
Proportion of ownership interests held by non-controlling interests | 100% | 100% | 100% | |
Percentage change in non controlling interest percentage | 0% | 0% | 0% |
Non-Controlling Interest - Summ
Non-Controlling Interest - Summary of Information Relating to Agnity, Before Any Intercompany Eliminations (Detail) - CAD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Apr. 30, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 29, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of Subsidiaries with Material Non controlling Interests [Line Items] | |||||||||
Current assets | $ 7,289,470 | $ 7,289,470 | $ 21,907,442 | $ 15,195,235 | |||||
Non-current assets | 44,319,350 | 44,319,350 | 50,199,007 | 62,123,576 | |||||
Current liabilities | (50,649,253) | (50,649,253) | (64,015,619) | (28,247,937) | |||||
Revenue | 2,906,100 | $ 7,434,319 | 9,604,729 | $ 21,426,348 | 25,596,972 | 26,928,439 | $ 18,340,249 | ||
(Loss) income allocated to NCI | (436,979) | (150,012) | (5,242,577) | 299,005 | 63,387 | 1,586,588 | 590,056 | ||
Total comprehensive (loss) income attributable to NCI | $ (398,355) | $ (202,786) | (5,150,564) | 467,776 | 202,042 | 1,746,337 | 766,767 | ||
Cash flows (used in) provided by operating activities | (23,572,473) | (18,338,618) | (28,329,771) | (24,855,800) | (15,988,223) | ||||
Cash flows used in investing activities | 6,657,142 | (1,063,262) | (1,063,927) | (6,395,154) | (20,732,153) | ||||
Cash flows (used in) provided by financing activities | 14,046,382 | 19,632,972 | 32,926,878 | 31,856,797 | 35,936,694 | ||||
Foreign exchange impact on cash held in USD | $ (6,130) | $ (16,348) | (56,012) | (24,144) | (12,922) | ||||
Subsidiaries with material non-controlling interests [member] | |||||||||
Disclosure of Subsidiaries with Material Non controlling Interests [Line Items] | |||||||||
Current assets | 11,906,502 | 7,778,252 | |||||||
Non-current assets | 5,111,714 | 8,081,135 | |||||||
Current liabilities | (8,752,552) | (7,107,244) | |||||||
Non-current liabilities | (5,598,783) | (6,185,049) | |||||||
Net assets (liabilities) attributable to NCI | $ 2,666,881 | $ 2,567,094 | |||||||
Subsidiaries with material non-controlling interests [member] | Agnity Global Inc [Member] | |||||||||
Disclosure of Subsidiaries with Material Non controlling Interests [Line Items] | |||||||||
NCI percentage | 100% | 100% | 100% | ||||||
Net assets (liabilities) attributable to NCI | $ 2,614,483 | ||||||||
Revenue | 1,850,588 | $ 11,966,226 | $ 11,548,811 | 6,010,753 | |||||
(Loss) income allocated to NCI | (5,242,577) | 63,387 | 1,586,588 | 590,056 | |||||
Other comprehensive income allocated to NCI | 92,013 | 138,655 | 159,749 | 176,711 | |||||
Total comprehensive (loss) income attributable to NCI | (5,150,564) | 202,042 | 1,746,337 | 766,767 | |||||
Cash flows (used in) provided by operating activities | 591,772 | (1,859,900) | (405,548) | 483,245 | |||||
Cash flows used in investing activities | (8,871) | (578,483) | (3,731) | ||||||
Cash flows (used in) provided by financing activities | (693,704) | 2,081,137 | 655,347 | (417,068) | |||||
Foreign exchange impact on cash held in USD | 5,056 | (6,383) | 155,274 | 5,976 | |||||
Net (decrease) increase in cash and cash equivalents | $ (105,747) | $ (363,629) | $ 405,073 | $ 68,422 |
Finance Costs - Summary Of Fina
Finance Costs - Summary Of Finance Cost (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Gains (losses) on litigation settlements [abstract] | ||||||||
Interest on loans and borrowings (Note 12) | $ 786,061 | $ 247,525 | $ 1,917,618 | $ 781,033 | $ 1,179,234 | $ 1,272,512 | $ 918,682 | |
Interest on convertible debentures (Note 14) | 609,756 | 1,320,886 | 3,064,106 | 4,426,119 | 5,740,346 | 4,410,206 | 2,130,247 | |
Interest on lease liabilities (Note 8) | 137,245 | 350,792 | 168,571 | |||||
Transaction costs expensed | 115,856 | 76,324 | 364,501 | 530,898 | 1,471,219 | [1] | ||
Other finance costs | 90,750 | |||||||
Total finance costs | $ 1,601,138 | $ 1,712,435 | $ 5,689,768 | $ 5,894,948 | $ 8,618,794 | $ 6,033,510 | $ 3,217,500 | |
[1]Transaction costs include costs incurred associated with financing or equity transactions that are not otherwise netted against the debt or equity instrument. The majority of costs are associated with the USD brokered public offering (Note 19(a)), the 2021 Debentures (Note 14(b)), the Fiera term loan amendment (Note 12) and the ATB facility amendment (Note 13). See Note 31 (a) and (b) for subsequent changes to Fiera loan. |
Fair Value Loss (Gain) On Der_3
Fair Value Loss (Gain) On Derivatives - Summary Of Gains Losses On Change In Fair Value Of Derivatives (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||||||
Gains (losses) on financial instruments [abstract] | ||||||||||
Gain on embedded derivatives | $ 4,122 | [1] | $ (372,115) | [1] | $ 36,641 | [1] | $ 791,944 | [1] | $ (784,261) | [2] |
Deferred charge loss | (1,615,102) | [1] | 1,615,102 | [2] | ||||||
Loss on substantial modification and conversion | (8,571,881) | (8,571,881) | 8,571,881 | [2] | ||||||
Gain on warrant liability remeasurement (Note 15) | 2,359,935 | [3] | 280,177 | [3] | 7,359,015 | [3] | 280,177 | [3] | (3,362,601) | [4] |
Total | $ (2,364,057) | $ 8,663,819 | $ (7,395,656) | $ 9,114,862 | $ 6,040,121 | |||||
[1]Associated with the 2021 Debentures. Transactions detailed in the 2021 Annual Financial Statements.[2]Associated with the 2021 Debentures (Note 14(b)) of which the majority is realized at December 31, 2021.[3]Unrealized change in fair value (Note 12).[4]Change in fair value unrealized (Note 26). |
Other Income - Summary Of Other
Other Income - Summary Of Other Income Explanatory (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||||
Gains (losses) on disposals of investments [abstract] | ||||||||||||
Government assistance | $ (1,612,053) | [1] | $ (637,942) | [1] | $ (3,729,796) | [1] | $ (4,201,822) | [2] | $ (2,775,677) | [2] | ||
US Government loan forgiveness 2 (Note 16) | 787,699 | 1,086,781 | (1,825,237) | [3] | (124,507) | [3] | ||||||
Derecognition of contingent consideration | $ (368,806) | (1,973) | (368,806) | (574,235) | (1,010,024) | |||||||
Other | 117,537 | 4,809 | 141,887 | 81,030 | (89,014) | (32,158) | $ (167,913) | |||||
Total other income | $ (3,670,310) | $ (2,406,534) | $ (4,332,602) | $ (5,471,842) | $ (7,126,097) | $ (2,932,342) | $ (167,913) | |||||
[1]Majority of government assistance are grants from the Canadian Government for wage and rental subsidies.[2]Majority represents amounts received from the Canadian Government for wage and rental subsidies associated with COVID-19. The amount of government assistance available is dependent on the programs in place and the Company’s eligibility for these programs.[3]Includes other income recognized as below market interest rate benefit. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 CAD ($) | |
Income Tax [Line Items] | ||||
Net operating losses, Carryforwards | $ 60,837,326 | $ 44.1 | ||
Non capital losses, Carryforwards | $ 70,204,681,000,000 | $ 49,600,000 | ||
Temporary differences associated with investments in subsidiaries, branches and associates and interests in joint arrangements for which deferred tax liabilities have not been recognised | 0 | |||
Net Operating Losses [member] | ||||
Income Tax [Line Items] | ||||
Description of expiry date of deductible temporary differences, unused tax losses and unused tax credits | 2029 | |||
Non Capital Losses [member] | ||||
Income Tax [Line Items] | ||||
Description of expiry date of deductible temporary differences, unused tax losses and unused tax credits | 2027 | |||
Foreign Tax Losses [member] | ||||
Income Tax [Line Items] | ||||
Description of expiry date of deductible temporary differences, unused tax losses and unused tax credits | expiry dates ranging from five years to indefinite life | |||
Foreign tax losses, Carryforwards | 2,307,882,000,000 | 1,200,000 | ||
Investment tax credits and research and development expenditures [member] | ||||
Income Tax [Line Items] | ||||
Description of expiry date of deductible temporary differences, unused tax losses and unused tax credits | 2022 | |||
Investment tax credit, Carryforwards | $ 500,000,000,000 | $ 500,000,000,000 |
Income Taxes - Summary of Amoun
Income Taxes - Summary of Amounts Recognized in Net Loss (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax expense | |||||||
Current year | $ 41,772 | $ 382,179 | $ 146,454 | $ 861,538 | $ 157,303 | $ (295,709) | $ 181,895 |
Current tax expense (income) and adjustments for current tax of prior periods | 157,303 | (295,709) | 181,895 | ||||
Deferred tax expense (recovery) | |||||||
Deferred tax expense (income) | (1,822,109) | (668,209) | (2,692,313) | ||||
Tax expense (recovery) | (1,664,806) | (963,918) | (2,510,418) | ||||
Adjustment in prior years [member] | |||||||
Deferred tax expense (recovery) | |||||||
Change in unrecognized deferred income tax assets | 11,339,580 | 10,076,594 | 3,569,361 | ||||
Currently reported [member] | |||||||
Current tax expense | |||||||
Current year | 157,303 | (295,709) | 181,895 | ||||
Deferred tax expense (recovery) | |||||||
Origination and reversal of temporary differences | $ (13,161,689) | $ (10,744,803) | $ (6,261,674) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Effective Tax Rate (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Statements [Line Items] | ||||||||
Loss before taxes | $ 9,320,618 | $ 15,710,539 | $ 33,333,000 | $ 34,475,024 | $ 46,364,119 | $ 35,824,881 | $ 30,405,252 | |
Tax expense (recovery) | (1,664,806) | (963,918) | (2,510,418) | |||||
Canadian [member] | ||||||||
Statements [Line Items] | ||||||||
Loss before taxes | $ (46,364,119) | $ (35,824,882) | $ (30,405,252) | |||||
Statutory income tax rate | [1] | 27% | 27% | 27% | ||||
Income tax recovery at statutory rate | $ (12,518,312) | $ (9,672,718) | $ (8,209,418) | |||||
Change in deferred tax assets not recognized | 11,339,580 | 10,076,594 | 3,569,361 | |||||
Foreign tax rate and other foreign tax differences | (2,089,761) | (2,293,503) | (1,015,536) | |||||
Change in enacted rates | 608,064 | (58,050) | 0 | |||||
Share issuance costs and other | (828,082) | 126,247 | 49,210 | |||||
Non-deductible transaction costs | 38,776 | 424,828 | 2,664,789 | |||||
Other non-deductible items | 1,784,929 | 432,684 | 431,176 | |||||
Tax expense (recovery) | $ (1,664,806) | $ (963,918) | $ (2,510,418) | |||||
[1]Comprised of the Canadian Federal effective corporate tax rate of 15.0% and blended provincial tax rates. |
Income Taxes - Summary of Rec_2
Income Taxes - Summary of Reconciliation of Effective Tax Rate Parenthetical (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Canadian Federal Effective Corporate Tax Rate [member] | |||
Income Tax [Line Items] | |||
Applicable tax rate | 15% | 15% | 15% |
Income Taxes - Summary of signi
Income Taxes - Summary of significant components of the Company's deferred income tax asset (liabilities) (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | |||||||
Balance in beginning | $ (2,291,057) | $ (4,168,905) | $ (4,168,905) | $ (3,854,615) | |||
Acquired in business combinations | (1,136,805) | ||||||
Recovery/ (expense) through earnings | $ 390,502 | $ 476,413 | 1,872,736 | 968,237 | 1,822,109 | 668,209 | $ 2,692,313 |
Recovery/ (expense) through equity | 24,000 | ||||||
Recovery/ (expense) through OCI | 55,739 | 130,306 | |||||
Balance in ending | (2,291,057) | (4,168,905) | (3,854,615) | ||||
Property, plant and equipment [member] | |||||||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | |||||||
Balance in beginning | 68,259 | 261,661 | 261,661 | ||||
Acquired in business combinations | (376) | ||||||
Recovery/ (expense) through earnings | (195,977) | 263,436 | |||||
Recovery/ (expense) through OCI | 2,575 | (1,399) | |||||
Balance in ending | 68,259 | 261,661 | |||||
Intangible assets other than goodwill [member] | |||||||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | |||||||
Balance in beginning | (3,523,184) | (5,012,355) | (5,012,355) | (5,321,008) | |||
Acquired in business combinations | (1,136,429) | ||||||
Recovery/ (expense) through earnings | 1,415,370 | 1,280,692 | |||||
Recovery/ (expense) through OCI | 73,801 | 164,390 | |||||
Balance in ending | (3,523,184) | (5,012,355) | (5,321,008) | ||||
Loans And Accrued Liabilities [Member] | |||||||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | |||||||
Balance in beginning | (245,012) | (1,714,850) | (1,714,850) | (1,696,435) | |||
Recovery/ (expense) through earnings | 1,471,654 | (41,233) | |||||
Recovery/ (expense) through equity | 24,000 | ||||||
Recovery/ (expense) through OCI | (1,816) | (1,182) | |||||
Balance in ending | (245,012) | (1,714,850) | (1,696,435) | ||||
Share Issuance Costs [Member] | |||||||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | |||||||
Balance in beginning | 52,920 | 27,453 | 27,453 | ||||
Recovery/ (expense) through earnings | 25,467 | 27,453 | |||||
Balance in ending | 52,920 | 27,453 | |||||
Foreign Exchange [Member] | |||||||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | |||||||
Balance in beginning | (6,741) | 0 | 0 | (39,533) | |||
Recovery/ (expense) through earnings | (6,765) | 39,533 | |||||
Recovery/ (expense) through OCI | 24 | ||||||
Balance in ending | (6,741) | 0 | (39,533) | ||||
Non-capital losses/net operating losses [Member] | |||||||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | |||||||
Balance in beginning | $ 1,362,701 | $ 2,269,186 | 2,269,186 | 3,202,361 | |||
Recovery/ (expense) through earnings | (887,640) | (901,672) | |||||
Recovery/ (expense) through OCI | (18,845) | (31,503) | |||||
Balance in ending | $ 1,362,701 | $ 2,269,186 | $ 3,202,361 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets Not Recognized and Tax Losses Carried Forward (Detail) - CAD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax [Line Items] | ||
Deductible Temporary Differences and Unused Tax Losses for Which No Deferred Tax Assets Recognised | $ 161,700,881 | $ 112,443,109 |
Net operating losses - United States [Member] | ||
Income Tax [Line Items] | ||
Unused tax losses for which no deferred tax asset recognised | 77,415,498 | 55,395,751 |
Non-capital losses - Canada [Member] | ||
Income Tax [Line Items] | ||
Unused tax losses for which no deferred tax asset recognised | 68,018,286 | 45,619,846 |
Foreign tax losses [Member] | ||
Income Tax [Line Items] | ||
Unused tax losses for which no deferred tax asset recognised | 157,602 | 865,599 |
Investment tax credits and research and development expenditures [Member] | ||
Income Tax [Line Items] | ||
Unused tax losses for which no deferred tax asset recognised | 6,603,163 | 6,603,287 |
Property and equipment [Member] | ||
Income Tax [Line Items] | ||
Deductible temporary differences for which no deferred tax asset is recognised | 948,765 | 753,467 |
Share issuance costs [Member] | ||
Income Tax [Line Items] | ||
Deductible temporary differences for which no deferred tax asset is recognised | 6,510,677 | 1,282,965 |
Other [Member] | ||
Income Tax [Line Items] | ||
Deductible Temporary Differences and Unused Tax Losses for Which No Deferred Tax Assets Recognised | $ 2,046,890 | $ 1,922,194 |
Financial Instruments and Fin_3
Financial Instruments and Financial Risk Management - Summary of Detailed Information about Carrying Values of Financial Assets and Liabilities Measured (Detail) - CAD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial assets | $ 4,536,592 | $ 19,658,269 | $ 15,002,578 | |||
Financial liabilities | 75,446,017 | 62,104,815 | 59,689,267 | |||
Amortized cost at financial liabilities [member] | Bank indebtedness [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial liabilities | 3,393,082 | 3,460,109 | 976,779 | |||
Amortized cost at financial liabilities [member] | Trade payables and accrued liabilities [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial liabilities | 12,206,675 | [1] | 12,003,979 | [1],[2] | 12,693,256 | [2] |
Amortized cost at financial liabilities [member] | Loans and borrowings [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial liabilities | 26,882,342 | 13,215,601 | 13,152,300 | |||
Amortized cost at financial liabilities [member] | Lease liabilities [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial liabilities | 7,483,564 | 1,045,472 | [3] | 3,945,076 | [3] | |
Amortized cost at financial liabilities [member] | 2019 Debentures - host liability [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial liabilities | 23,457,500 | 22,185,170 | [4] | 19,534,988 | [4] | |
Amortized cost at financial liabilities [member] | 2021 Debentures - host liability [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial liabilities | 83,255 | 69,034 | [4] | 0 | [4] | |
Amortized cost at financial liabilities [member] | Business acquisition payable [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial liabilities | 1,398,972 | 2,439,529 | ||||
Amortized cost at financial liabilities [member] | Other liabilities [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial liabilities | 0 | 6,236,415 | ||||
FVTPL at financial liabilities [member] | 2021 Debentures embedded derivative [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial liabilities | 6,060 | 41,506 | 0 | |||
FVTPL at financial liabilities [member] | Warrant liability - business acquisition [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial liabilities | 709,835 | 710,924 | ||||
FVTPL at financial liabilities [member] | Warrant Liabilities Derivatives [Member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial liabilities | 840,518 | 7,975,137 | 0 | |||
FVTPL at financial liabilities [member] | Business acquisition payable [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial liabilities | 1,093,021 | 1,398,972 | ||||
Amortized cost at financial assets [member] | Cash and cash equivalents [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial assets | 1,712,978 | 4,588,057 | 1,110,889 | |||
Amortized cost at financial assets [member] | Trade and other receivables [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial assets | 2,616,112 | [1] | 14,329,781 | [1],[2] | 11,224,017 | [2] |
Amortized cost at financial assets [member] | Long-term receivables [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial assets | $ 207,502 | 740,431 | 2,536,272 | |||
FVTPL at financial assets [member] | Derivative asset [member] | ||||||
Disclosure of detailed information about financial instruments [line items] | ||||||
Financial assets | $ 0 | $ 131,400 | ||||
[1]Excludes amounts for indirect taxes, income taxes and contract assets, where applicable.[2]Excludes amounts for indirect taxes, income taxes and contract asset, where applicable. Note 27 describes credit risk associated with trade receivables including reconciliation of expected credit loss allowance.[3]Lease liabilities are not subject to classification in the fair value hierarchy.[4]2019 Debentures (Note 14(a)) and 2021 Debentures host liability (Note 14(b)). |
Financial Instruments and Fin_4
Financial Instruments and Financial Risk Management - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 CAD ($) | Sep. 30, 2021 CAD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 CAD ($) | Dec. 31, 2021 CAD ($) yr | Dec. 31, 2020 CAD ($) | Dec. 31, 2019 CAD ($) | Dec. 31, 2021 USD ($) | |
Disclosure of detailed information about financial instruments [line items] | |||||||||
Transfers out of level 3 related to liabilities | $ 0 | ||||||||
Debentures outstanding | $ 22,295,710 | $ 19,534,988 | |||||||
Convertible debentures | $ 89,315 | 89,315 | 110,540 | 19,534,988 | |||||
Variable lease payments 1 | 1,012,555 | ||||||||
Assets | 51,608,820 | 51,608,820 | 72,106,449 | 77,318,811 | |||||
Liabilities | 78,677,703 | 78,677,703 | 67,819,676 | 65,860,292 | |||||
Net loss for the year | (8,971,888) | $ (15,616,305) | (31,606,718) | $ (34,368,325) | (44,699,313) | (34,860,963) | $ (27,894,834) | ||
Note [member] | |||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||
Proceeds from non-current borrowings | $ 15,000,000 | ||||||||
New Premise Leases [member] | |||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||
Lease obligation | 10,200,000 | ||||||||
Variable lease payments 1 | 8,600,000 | ||||||||
Two Thousand and Twenty One Convertible Debentures [Member] | |||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||
Debentures outstanding | 69,034 | ||||||||
Convertible debentures | 110,540 | ||||||||
Liquidity risk [member] | |||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||
Convertible debentures | 710,924 | ||||||||
Currency risk [member] | |||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||
Assets | 1,140,771 | 1,140,771 | 14,554,193 | 8,291,005 | |||||
Liabilities | $ 32,968,204 | $ 32,968,204 | $ 11,685,160 | 16,398,521 | |||||
Average foreign exchange rate | 5 | 5 | 5 | ||||||
Net loss for the year | $ 1,591,372 | $ 143,452 | 405,376 | ||||||
2021 Debentures - host liability [member] | |||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||
Transefrs into level 3 related to debentures | 5,285,997 | ||||||||
Transfers out of level 3 related to liabilities | $ 0 | ||||||||
2021 Debentures - host liability [member] | Liquidity risk [member] | |||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||
Debentures outstanding | $ 75,000 | ||||||||
2019 Debentures - host liability [member] | Discount rate, measurement input [member] | |||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||
Significant unobservable input liabilities | 25 | 25 | |||||||
Non-recurring fair value measurement [member] | |||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||
Financial assets at fair value | $ 0 | 0 | |||||||
Financial liabilities at fair value | $ 0 | $ 0 |
Capital and Risk Management - A
Capital and Risk Management - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 CAD ($) | Sep. 30, 2021 CAD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2021 CAD ($) | Dec. 31, 2021 CAD ($) yr | Dec. 31, 2020 CAD ($) | Dec. 31, 2019 CAD ($) | Dec. 31, 2018 CAD ($) | |
Disclosure of risk management strategy related to hedge accounting [line items] | ||||||||
Assets | $ 51,608,820 | $ 51,608,820 | $ 72,106,449 | $ 77,318,811 | ||||
Liabilities | 78,677,703 | 78,677,703 | 67,819,676 | 65,860,292 | ||||
Net loss | (8,971,888) | $ (15,616,305) | (31,606,718) | $ (34,368,325) | (44,699,313) | (34,860,963) | $ (27,894,834) | |
Cash and cash equivalents | 1,712,978 | $ 1,325,633 | 1,712,978 | $ 1,325,633 | 4,588,057 | 1,110,889 | $ 529,190 | $ 1,325,794 |
Working Capital Deficit | 43,359,783 | 43,359,783 | 42,108,177 | |||||
Current assets | 7,289,470 | 7,289,470 | 21,907,442 | 15,195,235 | ||||
Current liabilities | 50,649,253 | 50,649,253 | 64,015,619 | 28,247,937 | ||||
Liquidity risk [member] | ||||||||
Disclosure of risk management strategy related to hedge accounting [line items] | ||||||||
Cash and cash equivalents | 4,588,057 | 1,110,889 | ||||||
Working Capital Deficit | 42,108,177 | 13,052,702 | ||||||
Current assets | 6,712,207 | |||||||
Current liabilities | 35,767,682 | |||||||
Currency risk [member] | ||||||||
Disclosure of risk management strategy related to hedge accounting [line items] | ||||||||
Assets | 1,140,771 | 1,140,771 | 14,554,193 | 8,291,005 | ||||
Liabilities | $ 32,968,204 | 32,968,204 | 11,685,160 | 16,398,521 | ||||
Net loss | $ 1,591,372 | $ 143,452 | $ 405,376 | |||||
Average foreign exchange rate | 5 | 5 | ||||||
Credit risk [member] | ||||||||
Disclosure of risk management strategy related to hedge accounting [line items] | ||||||||
Loss rate | 1% |
Capital and Risk Management - S
Capital and Risk Management - Sumamry of Carrying Values of Financial Liabilities And Contratual Undiscounted Cash Flows (Detail) - CAD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bank indebtedness, Carrying Amount | $ 3,460,109 | $ 976,779 | |||
Trade payables and accrued liabilities, Carrying Amount | $ 13,006,686 | 12,421,309 | 12,924,256 | ||
Loans and borrowings, Carrying Amount | 26,882,342 | 13,215,601 | [1],[2] | 13,152,300 | [2] |
Lease liabilities, Carrying Amount | 7,483,564 | 1,045,472 | |||
2019 Debentures, Carrying Amount | 23,457,500 | 22,185,170 | 0 | ||
2021 Debentures, Carrying Amount | 89,315 | 110,540 | 19,534,988 | ||
Warrant liabilities, Carrying Amount | 840,518 | 8,880,038 | 710,924 | ||
Business acquisition payable, Carrying Amount | 1,093,021 | 1,398,972 | 1,594,297 | ||
Other liabilities, Carrying Amount | 6,236,415 | ||||
Financial Liabilities | 75,446,017 | 62,104,815 | 59,689,267 | ||
Liquidity risk [member] | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bank indebtedness, Carrying Amount | 3,460,109 | [3] | 976,779 | ||
Trade payables and accrued liabilities, Carrying Amount | 12,421,309 | 12,924,256 | |||
Loans and borrowings, Carrying Amount | 13,152,300 | ||||
Lease liabilities, Carrying Amount | 1,045,472 | [4] | 3,945,076 | ||
2021 Debentures, Carrying Amount | 710,924 | ||||
Warrant liabilities, Carrying Amount | 8,880,038 | [5] | 2,439,529 | ||
Business acquisition payable, Carrying Amount | 1,398,972 | ||||
Other liabilities, Carrying Amount | 6,236,415 | ||||
Financial Liabilities | 62,717,211 | 59,920,267 | |||
Bank indebtedness, Undiscounted Contractual Cash Flows | 3,460,109 | [3] | 976,779 | ||
Trade payables and accrued liabilities, Undiscounted Contractual Cash Flows | 12,421,309 | 12,924,256 | |||
Loans and Borrowings,undiscounted contractual cash flows | 12,549,820 | [1] | 15,662,551 | ||
Lease liabilities, Undiscounted Contractual Cash Flows | 1,235,028 | [4] | 4,886,331 | ||
Warrant Liability,Undiscounted Contractual Cash Flows | 709,835 | [5] | 710,924 | ||
Business Acquisition Payable,Undiscounted Contractual Cash Flows | 1,398,972 | 2,439,529 | |||
Other Liabilities,Undiscounted Contractual Cash Flows | 6,236,415 | ||||
Non-derivative financial liabilities, undiscounted cash flows | 56,516,156 | 70,817,190 | |||
Liquidity risk [member] | 2019 Debentures | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
2019 Debentures, Carrying Amount | 22,185,170 | 19,534,988 | |||
Loans And Debentures Issued,Undiscounted Contractual Cash Flows | 24,630,375 | 26,980,405 | |||
Liquidity risk [member] | 2021 Debentures | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
2021 Debentures, Carrying Amount | 110,540 | ||||
Loans And Debentures Issued,Undiscounted Contractual Cash Flows | 110,708 | ||||
Less than 1 year | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Trade payables and accrued liabilities, Carrying Amount | $ 13,006,686 | 12,421,309 | |||
Less than 1 year | Liquidity risk [member] | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bank indebtedness, Undiscounted Contractual Cash Flows | 3,460,109 | [3] | 976,779 | ||
Trade payables and accrued liabilities, Undiscounted Contractual Cash Flows | 12,421,309 | 12,924,256 | |||
Loans and Borrowings,undiscounted contractual cash flows | 11,763,697 | [1] | 4,248,351 | ||
Lease liabilities, Undiscounted Contractual Cash Flows | 521,506 | [4] | 1,131,528 | ||
Warrant Liability,Undiscounted Contractual Cash Flows | 709,835 | [5] | 710,924 | ||
Business Acquisition Payable,Undiscounted Contractual Cash Flows | 1,398,972 | 1,594,297 | |||
Other Liabilities,Undiscounted Contractual Cash Flows | 6,003,838 | ||||
Non-derivative financial liabilities, undiscounted cash flows | 54,913,438 | 29,940,723 | |||
Less than 1 year | Liquidity risk [member] | 2019 Debentures | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Loans And Debentures Issued,Undiscounted Contractual Cash Flows | 24,630,375 | 2,350,750 | |||
Less than 1 year | Liquidity risk [member] | 2021 Debentures | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Loans And Debentures Issued,Undiscounted Contractual Cash Flows | 7,635 | ||||
1 - 2 years | Liquidity risk [member] | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Loans and Borrowings,undiscounted contractual cash flows | 786,123 | [1] | 2,617,443 | ||
Lease liabilities, Undiscounted Contractual Cash Flows | 534,241 | [4] | 939,108 | ||
Business Acquisition Payable,Undiscounted Contractual Cash Flows | 845,232 | ||||
Other Liabilities,Undiscounted Contractual Cash Flows | 232,577 | ||||
Non-derivative financial liabilities, undiscounted cash flows | 1,423,437 | 29,264,015 | |||
1 - 2 years | Liquidity risk [member] | 2019 Debentures | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Loans And Debentures Issued,Undiscounted Contractual Cash Flows | 24,629,655 | ||||
1 - 2 years | Liquidity risk [member] | 2021 Debentures | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Loans And Debentures Issued,Undiscounted Contractual Cash Flows | 103,073 | ||||
> 2 years | Liquidity risk [member] | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Loans and Borrowings,undiscounted contractual cash flows | 8,796,757 | ||||
Lease liabilities, Undiscounted Contractual Cash Flows | 179,281 | [4] | 2,815,695 | ||
Non-derivative financial liabilities, undiscounted cash flows | $ 179,281 | $ 11,612,452 | |||
[1]Includes term loan with a carrying value of $9,275,683 classified as current due to covenant breach. Assuming term loan is repaid in accordance with agreement to maturity, the undiscounted contractual cash flows for loans and borrowings would be $2,933,739, $5,472,193, and $4,143,888 , respectively for the periods presented above.[2]Note 30(b) includes the reconciliation of movements of liabilities to cash flows arising from financing activities.[3]No contractual maturity. Excludes interest charged on facility as detailed in Note 13.[4]Variable costs due under leases not included in this amount. Minimum payment related to leases which have not yet commenced are not included in this amount. See Note 29.[5]Majority of liability will be settled by issuing common shares of the Company when warrants are exercised during the year. The remaining amount may be settled in cash or common shares of Agnity (Note 15). |
Capital and Risk Management -_2
Capital and Risk Management - Sumamry of Carrying Values of Financial Liabilities And Contratual Undiscounted Cash Flows (Parenthetical) (Detail) - CAD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of risk management strategy related to hedge accounting [line items] | |||
Current portion of loans and borrowings | $ 6,325,780 | $ 12,447,939 | $ 3,431,251 |
Liquidity risk [member] | Term Loan [Member] | |||
Disclosure of risk management strategy related to hedge accounting [line items] | |||
Current portion of loans and borrowings | 9,275,683 | ||
Liquidity risk [member] | Term Loan [Member] | Not later than one year [member] | |||
Disclosure of risk management strategy related to hedge accounting [line items] | |||
Loans and Borrowings,undiscounted contractual cash flows | 2,933,739 | ||
Liquidity risk [member] | Term Loan [Member] | Later than one year and not later than two years [member] | |||
Disclosure of risk management strategy related to hedge accounting [line items] | |||
Loans and Borrowings,undiscounted contractual cash flows | 5,472,193 | ||
Liquidity risk [member] | Term Loan [Member] | Later Than Two Years [Member] | |||
Disclosure of risk management strategy related to hedge accounting [line items] | |||
Loans and Borrowings,undiscounted contractual cash flows | $ 4,143,888 |
Capital and Risk Management - D
Capital and Risk Management - Disclosure Of Movement In The Expected Credit Loss Allowance Related To Trade Receivables and Long Term Receivables (Detail) - Trade receivables and long term receivables [Member] - CAD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of changes in allowance account for credit losses of financial assets [abstract] | ||
Beginning balance | $ 606,030 | $ 382,901 |
Increase in loss allowance | 1,162,537 | 443,961 |
Amounts written off during the year as uncollectible | (65,930) | (220,832) |
Effects of movement in exchange rates | 4,581 | |
Total | $ 1,707,218 | $ 606,030 |
Related Party Transactions - Su
Related Party Transactions - Summary of Transactions Between Related Parties (Detail) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of transactions between related parties [line items] | |||
Amount due to related parties | $ 1,834,307 | $ 2,419,377 | |
Key management personnel of entity or parent [member] | |||
Disclosure of transactions between related parties [line items] | |||
Salaries, management and directors' fees | 1,613,502 | 1,683,015 | $ 1,460,296 |
Share-based payments | 432,098 | 628,019 | 388,398 |
Total | 2,045,600 | 2,311,034 | $ 1,848,694 |
Amount due to related parties | 121,852 | 116,091 | |
Principal Owner Of Agnity [Member] | |||
Disclosure of transactions between related parties [line items] | |||
Amount due to related parties | 234,278 | 813,023 | |
Officer Of Company For Working Capital Loan [Member] | |||
Disclosure of transactions between related parties [line items] | |||
Amount due to related parties | 30,796 | 33,205 | |
Agnity Communications Private Ltd [Member] | |||
Disclosure of transactions between related parties [line items] | |||
Amount due to related parties | 1,111,521 | 1,138,630 | |
Former Shareholder Of CSA [Member] | |||
Disclosure of transactions between related parties [line items] | |||
Amount due to related parties | $ 335,860 | $ 318,428 |
Related Party Transactions - _2
Related Party Transactions - Summary of Transactions Between Related Parties (Parenthetical) (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of transactions between related parties [line items] | |||||||
Consulting services paid to related party | $ 1,937,034 | $ 2,409,557 | $ 8,673,423 | $ 6,639,590 | $ 9,085,436 | $ 8,886,341 | $ 4,351,812 |
Agnity Communications Private Ltd [Member] | |||||||
Disclosure of transactions between related parties [line items] | |||||||
Consulting services paid to related party | $ 3,765,201 | $ 2,532,550 | $ 1,630,119 |
Commitments And Contingencies -
Commitments And Contingencies - Minimum Payments for Contractual Commitments that are not Recognized as Liabilities (Detail) | 12 Months Ended |
Dec. 31, 2021 CAD ($) | |
Commitment and Contigencies [Line Items] | |
Variable lease payments 1 | $ 1,012,555 |
Lease payments related to leases which have not yet commenced 2 | 18,093,083 |
Minimum Lease Payments Payable Under Non Cancellable Lease | 19,105,638 |
Less than 1 year | |
Commitment and Contigencies [Line Items] | |
Variable lease payments 1 | 396,719 |
Lease payments related to leases which have not yet commenced 2 | 104,702 |
Minimum Lease Payments Payable Under Non Cancellable Lease | 501,421 |
2 - 3 years | |
Commitment and Contigencies [Line Items] | |
Variable lease payments 1 | 477,562 |
Lease payments related to leases which have not yet commenced 2 | 2,589,330 |
Minimum Lease Payments Payable Under Non Cancellable Lease | 3,066,892 |
4 - 5 years | |
Commitment and Contigencies [Line Items] | |
Variable lease payments 1 | 125,275 |
Lease payments related to leases which have not yet commenced 2 | 2,762,597 |
Minimum Lease Payments Payable Under Non Cancellable Lease | 2,887,872 |
More than 5 years | |
Commitment and Contigencies [Line Items] | |
Variable lease payments 1 | 12,999 |
Lease payments related to leases which have not yet commenced 2 | 12,636,454 |
Minimum Lease Payments Payable Under Non Cancellable Lease | $ 12,649,453 |
Commitments And Contingencies_2
Commitments And Contingencies (Parenthetical) (Detail) | Oct. 31, 2021 |
Disclosure of detailed explanation of Undiscounted Contractual Cash Flows [Abstract] | |
Leases term | 12 years |
Other Income _ Expense - Summar
Other Income / Expense - Summary Of Finance Cost (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Gains (losses) on litigation settlements [abstract] | ||||||||
Interest on loans and borrowings | $ 786,061 | $ 247,525 | $ 1,917,618 | $ 781,033 | $ 1,179,234 | $ 1,272,512 | $ 918,682 | |
Interest on convertible debentures | 609,756 | 1,320,886 | 3,064,106 | 4,426,119 | 5,740,346 | 4,410,206 | 2,130,247 | |
Interest on lease liabilities | 108,031 | 70,899 | 309,448 | 225,753 | ||||
Transaction costs expensed | 115,856 | 76,324 | 364,501 | 530,898 | 1,471,219 | [1] | ||
Other finance costs (income) | (18,566) | (3,199) | 34,095 | (68,855) | ||||
Total finance costs | $ 1,601,138 | $ 1,712,435 | $ 5,689,768 | $ 5,894,948 | $ 8,618,794 | $ 6,033,510 | $ 3,217,500 | |
[1]Transaction costs include costs incurred associated with financing or equity transactions that are not otherwise netted against the debt or equity instrument. The majority of costs are associated with the USD brokered public offering (Note 19(a)), the 2021 Debentures (Note 14(b)), the Fiera term loan amendment (Note 12) and the ATB facility amendment (Note 13). See Note 31 (a) and (b) for subsequent changes to Fiera loan. |
Other Income _ Expense - Summ_2
Other Income / Expense - Summary Of (Gains) Losses On Change In Fair Value Of Derivatives (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||||||
Gains (losses) on financial instruments [abstract] | ||||||||||
Gain on warrant liability remeasurement (Note 11) | $ (2,359,935) | [1] | $ (280,177) | [1] | $ (7,359,015) | [1] | $ (280,177) | [1] | $ 3,362,601 | [2] |
Gain on embedded derivatives | (4,122) | [3] | 372,115 | [3] | (36,641) | [3] | (791,944) | [3] | 784,261 | [4] |
Loss on substantial modification and conversion | 8,571,881 | 8,571,881 | (8,571,881) | [4] | ||||||
Deferred charge loss | 1,615,102 | [3] | (1,615,102) | [4] | ||||||
Total | $ (2,364,057) | $ 8,663,819 | $ (7,395,656) | $ 9,114,862 | $ 6,040,121 | |||||
[1]Unrealized change in fair value (Note 12).[2]Change in fair value unrealized (Note 26).[3]Associated with the 2021 Debentures. Transactions detailed in the 2021 Annual Financial Statements.[4]Associated with the 2021 Debentures (Note 14(b)) of which the majority is realized at December 31, 2021. |
Other Income _ Expense - Summ_3
Other Income / Expense - Summary of other income (Detail) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||||||
Gains (losses) on disposals of investments [abstract] | |||||||||||||
Government assistance | $ (1,612,053) | [1] | $ (637,942) | [1] | $ (3,729,796) | [1] | $ (4,201,822) | [2] | $ (2,775,677) | [2] | |||
Government loan forgiveness | (787,699) | (1,086,781) | 1,825,237 | [3] | 124,507 | [3] | |||||||
Derecognition of contingent consideration | $ (368,806) | (1,973) | (368,806) | (574,235) | (1,010,024) | ||||||||
Fair value adjustment to royalty receivable | [4] | (3,394,455) | (3,394,455) | ||||||||||
Loss on deconsolidation of subsidiary | [4] | 210,488 | 210,488 | ||||||||||
Other | (117,537) | (4,809) | (141,887) | (81,030) | 89,014 | 32,158 | $ 167,913 | ||||||
Total other income | $ (3,670,310) | $ (2,406,534) | $ (4,332,602) | $ (5,471,842) | $ (7,126,097) | $ (2,932,342) | $ (167,913) | ||||||
[1]Majority of government assistance are grants from the Canadian Government for wage and rental subsidies.[2]Majority represents amounts received from the Canadian Government for wage and rental subsidies associated with COVID-19. The amount of government assistance available is dependent on the programs in place and the Company’s eligibility for these programs.[3]Includes other income recognized as below market interest rate benefit.[4]See Note 15. |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Summary of Changes in Non Cash Working Capital (Detail) - CAD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Details Of Supplemental Cash Flow Information [Abstract] | |||||
Trade and other receivables decrease (increase) | $ 3,776,478 | $ (3,424,370) | $ (3,342,737) | $ (2,006,780) | $ (169,896) |
Long-term receivables decrease (increase) | 533,888 | 1,910,730 | 1,682,646 | (924,625) | (3,662,207) |
Prepaid expenses and other assets decrease (increase) | (78,345) | (528,557) | (591,737) | (1,119,123) | 150,991 |
Trade payables and accrued liabilities (decrease) increase | 2,423,149 | (438,927) | (782,561) | 2,513,477 | 1,102,361 |
Deferred revenue increase | 1,590,644 | 132,553 | 1,045,868 | 632,839 | 447,511 |
Increase (decrease) in working capital | $ 8,245,814 | $ (2,348,571) | $ (1,988,521) | $ (904,212) | $ (2,131,240) |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Summary of Changes in liabilities arising from financing activities (Detail) - CAD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of Changes in Liabilities Arising From Financing Activities [Abstract] | |||||
Beginning Balance | $ 13,215,601 | $ 14,102,718 | $ 14,102,718 | $ 13,973,055 | $ 78,285 |
New advances | 25,261,685 | 7,964,784 | 10,664,916 | 8,726,766 | 16,539,700 |
Repayments of principal | (10,446,351) | (7,765,764) | (9,781,554) | (9,011,638) | (6,787,528) |
Repayments of interest | (1,732,966) | (665,097) | (757,950) | (642,809) | (500,413) |
Liability assumed | 2,904,355 | ||||
Liability related items | |||||
Assumption of loans in business combination | 371,609 | 1,339,546 | |||
Forgiveness of PPP Loans | (965,871) | (1,835,237) | (124,507) | ||
Finance Fees Paid | (300,707) | (191,310) | |||
Non-cash related items | |||||
Accretion of interest and debt issuance costs | 1,598,734 | 663,880 | 869,567 | 959,058 | 445,762 |
Loss on debt modification | 161,698 | 138,908 | |||
Benefit from below market interest rate | (117,482) | ||||
Deconsolidation of subsidiary | (2,803,315) | ||||
Foreign exchange and other | 1,927,963 | 100,213 | 5,543 | (148,816) | (46,652) |
Ending Balance | $ 26,882,342 | $ 13,317,381 | $ 13,215,601 | $ 14,102,718 | $ 13,973,055 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Summary of Non Cash Investing and Financing Activities (Detail) - CAD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statements [Line Items] | |||||
Value of shares issued in business combination | $ 8,186,620 | $ 13,320,000 | |||
Value of shares issued on AirFusion asset acquisition | 820,000 | ||||
Settlement of liabilities through issuance of common shares or RSUs | 143,002 | 84,252 | |||
Non-cash accretion of interest included in finance cost | $ 1,278,671 | $ 2,289,481 | $ 3,015,294 | 2,145,706 | 909,158 |
Non-cash broker warrants compensation | $ 294,894 | 294,894 | |||
Non-cash underwriter warrants compensation | 162,947 | ||||
Non-cash warrants consideration associated with credit facility | 195,066 | ||||
Shares issued to extinguish the loan from Flow Capital | 606,495 | ||||
Addition to right-of-use assets | 6,874,258 | 599,861 | 468,703 | ||
Addition to lease liabilities | $ 6,758,036 | 599,861 | $ 586,000 | ||
Two Thousand Twenty One Debentures [Member] | |||||
Statements [Line Items] | |||||
Value of shares issued on conversion | $ 14,436,728 | ||||
Two Thousand Nineteen Debentures [Member] | |||||
Statements [Line Items] | |||||
Value of shares issued on conversion | $ 50,000 |
Events After The Reporting Pe_2
Events After The Reporting Period - Additional Information (Detail) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Nov. 14, 2022 CAD ($) | Nov. 14, 2022 USD ($) | Oct. 18, 2022 CAD ($) | Oct. 17, 2022 USD ($) | Oct. 13, 2022 | Jul. 29, 2022 CAD ($) | Jul. 06, 2022 $ / shares shares | Jun. 30, 2022 $ / shares shares | May 06, 2022 CAD ($) | Apr. 01, 2022 USD ($) | Mar. 28, 2022 USD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2021 CAD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2020 CAD ($) | Dec. 31, 2019 CAD ($) | Oct. 31, 2022 CAD ($) | Oct. 31, 2022 USD ($) | Oct. 15, 2022 | Oct. 14, 2022 | May 05, 2022 USD ($) | Jan. 17, 2022 CAD ($) | |
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Promissory notes issued | $ 22,295,710 | $ 19,534,988 | ||||||||||||||||||||
Repayments of borrowings | $ 10,446,351 | $ 7,765,764 | $ 9,781,554 | $ 9,011,638 | $ 6,787,528 | |||||||||||||||||
Share based compensation by share based award optons granted during the period | 347,049 | 487,775 | 153,828 | 323,278 | ||||||||||||||||||
Share based compensation by share based award equity instruments other than options granted during the period | 73,164 | 123,797 | ||||||||||||||||||||
Proceeds from loans and bank indebtedness, net of transaction costs | $ 26,038,316 | $ 10,464,794 | $ 13,752,698 | $ 8,726,766 | $ 16,539,700 | |||||||||||||||||
Asset Care Initialization [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Reversal of revenue previously reported | 2,037,014 | |||||||||||||||||||||
AssetCare Solutions [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Reversal of revenue previously reported | $ 534,662 | |||||||||||||||||||||
Top of range [member] | Fiera Private Debt Fund VI LP [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Borrowings, maturity | October 31, 2022 | October 31, 2022 | ||||||||||||||||||||
Electric Vehicle [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Commitments Income Based Payment sharing ratio | 50/50 | |||||||||||||||||||||
Commitments project term | 20 years | |||||||||||||||||||||
Warrant liability | $ 195,066 | |||||||||||||||||||||
New Agreement Being Replaced With An Old Agreement [Member] | Technology Continuation Agreement [Member] | Agnity Global Inc [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Receipt of money from the counterpary including advances returned net of services received | $ 6,000,000 | |||||||||||||||||||||
Contract Modification Revenue Reversal [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Reversal of revenue previously reported | $ 2,571,676 | |||||||||||||||||||||
Contract Modification Revenue Reversal [Member] | Asset Care Initialization [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Reversal of revenue previously reported | 2,037,014 | |||||||||||||||||||||
Contract Modification Revenue Reversal [Member] | AssetCare Solutions [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Reversal of revenue previously reported | $ 534,662 | |||||||||||||||||||||
Expiry Of Unexcercised Warrants [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Class of warrants or rights expired during the period | shares | 525,114 | 19,318 | ||||||||||||||||||||
Class of warrants or rights expired during the period exercise price per unit | $ / shares | $ 14.25 | $ 15 | ||||||||||||||||||||
Grant Of Options And Instruments Other Than Options [Member] | Equity Incentive Plan [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Share based compensation by share based award optons granted during the period | 161,300 | |||||||||||||||||||||
Grant Of Options And Instruments Other Than Options [Member] | Equity Incentive Plan [Member] | RSU's [member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Share based compensation by share based award equity instruments other than options granted during the period | 151,550 | |||||||||||||||||||||
Entering into significant commitments or contingent liabilities [member] | Cloud Service Purchase Agreement [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Commitment, term | 36 months | |||||||||||||||||||||
Entering into significant commitments or contingent liabilities [member] | Cloud Service Purchase Agreement [Member] | Not later than one year [member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Minimum amount committed | $ 250,000 | |||||||||||||||||||||
Entering into significant commitments or contingent liabilities [member] | Cloud Service Purchase Agreement [Member] | Later than one year and not later than two years [member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Minimum amount committed | 750,000 | |||||||||||||||||||||
Entering into significant commitments or contingent liabilities [member] | Cloud Service Purchase Agreement [Member] | Later than two years and not later than three years [member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Minimum amount committed | $ 14,000,000 | |||||||||||||||||||||
Promissory note. | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Promissory notes issued | $ 5,000,000 | |||||||||||||||||||||
Promissory note. | Electric Vehicle [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Promissory notes issued | $ 15,000,000 | |||||||||||||||||||||
Borrowings, maturity | March 31, 2025 | |||||||||||||||||||||
Borrowings, interest rate | 10% | |||||||||||||||||||||
Term Loan [Member] | Fiera Private Debt Fund VI LP [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Notional amount | $ 13,000,000 | |||||||||||||||||||||
Borrowings, maturity | August 2026 | |||||||||||||||||||||
Repayments of borrowings | $ 2,044,086 | |||||||||||||||||||||
Term Loan [Member] | Top of range [member] | Fiera Private Debt Fund VI LP [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Borrowings, interest rate | 9.50% | |||||||||||||||||||||
Term Loan [Member] | Amendment To Term Loan [Member] | Fiera Private Debt Fund VI LP [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Repayments of borrowings | $ 2,044,086 | |||||||||||||||||||||
Term Loan [Member] | Amendment To Term Loan [Member] | Fiera Private Debt Fund VI LP [Member] | Previous Interest Rate [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Borrowings, interest rate | 6.85% | |||||||||||||||||||||
Term Loan [Member] | Amendment To Term Loan [Member] | Fiera Private Debt Fund VI LP [Member] | Current Interest Rate [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Borrowings, interest rate | 9.50% | |||||||||||||||||||||
Term Loan [Member] | Amendment to Accommodation Agreement [Member] | Fiera Private Debt Fund VI LP [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Accommodation fees payable | $ 15,800 | |||||||||||||||||||||
Term Loan [Member] | Amendment to Accommodation Agreement [Member] | Accommodation Agreement [Member] | Fiera Private Debt Fund VI LP [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Borrowings, maturity | October 31, 2022 | |||||||||||||||||||||
Borrowings, interest rate | 9.50% | |||||||||||||||||||||
Term Loan [Member] | Amendment to Accommodation Agreement [Member] | Amended Accommodation Agreement [Member] | Fiera Private Debt Fund VI LP [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Borrowings, maturity | November 15, 2022 | |||||||||||||||||||||
Borrowings, interest rate | 11.50% | |||||||||||||||||||||
Accommodation fees | $ 15,800 | |||||||||||||||||||||
Financing of Electric Vehicle Development Projects [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Borrowings, maturity | March 31, 2025 | |||||||||||||||||||||
Financing of Electric Vehicle Development Projects [Member] | Long-term borrowings [member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Notional amount | $ 10,000,000 | |||||||||||||||||||||
Unsecured Loan [Member] | Issuance of Unsecured Notes and Warrants [Member] | ||||||||||||||||||||||
Events After The Reporting Period [Line Items] | ||||||||||||||||||||||
Notional amount | $ 1,350,000 | $ 1,000,000 | ||||||||||||||||||||
Borrowings, maturity | June 30, 2023 | |||||||||||||||||||||
Borrowings, interest rate | 15% | |||||||||||||||||||||
Proceeds from loans and bank indebtedness, net of transaction costs | $ 675,000 | $ 500,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Summary of Subsidiaries (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
mCloud Technologies Corp. | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | mCloud Technologies Corp. |
Principal Activity | Parent company |
Principal place of business of subsidiary | Canada |
Description of functional currency | CDN $ |
mCloud Technologies (USA) Inc. | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | mCloud Technologies (USA) Inc. |
Principal Activity | Operations |
Principal place of business of subsidiary | United States |
Description of functional currency | USD $ |
mCloud Technologies (Canada) Inc. | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | mCloud Technologies (Canada) Inc. |
Principal Activity | Operations |
Principal place of business of subsidiary | Canada |
Description of functional currency | CDN $ |
Field Diagnostic Services, Inc. ("FDSI") | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | Field Diagnostic Services, Inc. |
Principal Activity | Operations |
Principal place of business of subsidiary | United States |
Description of functional currency | USD $ |
Construction Systems Associates, Inc. ("CSA") | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | Construction Systems Associates, Inc. |
Principal Activity | Operations |
Principal place of business of subsidiary | United States |
Description of functional currency | USD $ |
mCloud technologies services inc. (member) | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | mCloud Technologies Services Inc. |
Principal Activity | Operations |
Principal place of business of subsidiary | Canada |
Description of functional currency | CDN $ |
NGRAIN (Canada) Corporation ("NGRAIN") | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | NGRAIN (Canada) Corporation |
Principal Activity | Operations |
Principal place of business of subsidiary | Canada |
Description of functional currency | CDN $ |
kanepi Group Pty. Ltd. | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | kanepi Group Pty. Ltd. |
Principal Activity | Operations |
Principal place of business of subsidiary | Australia |
Description of functional currency | AUD $ |
kanepi Services Pty. Ltd. | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | kanepi Services Pty. Ltd. |
Principal Activity | Operations |
Principal place of business of subsidiary | Australia |
Description of functional currency | AUD $ |
mCloud Technologies Singapore Pte. Ltd. | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | mCloud Technologies Singapore Pte. Ltd. |
Principal Activity | Operations |
Principal place of business of subsidiary | Singapore |
Description of functional currency | SGD $ |
mCloud Corp (HK) Ltd. | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | mCloud Corp (HK) Ltd. |
Principal Activity | Operations |
Principal place of business of subsidiary | China |
Description of functional currency | RMB ¥ |
mCloud Technologies (Saudi Arabia) | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | mCloud Technologies |
Principal Activity | Operations |
Principal place of business of subsidiary | Saudi Arabia |
Description of functional currency | SAR $ |
Agnity global inc [member] | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | Agnity Global, Inc. |
Principal Activity | Operations |
Principal place of business of subsidiary | United States |
Description of functional currency | USD $ |
Agnity Communications, Inc. ("ACI") | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | Agnity Communications, Inc. |
Principal Activity | Operations |
Principal place of business of subsidiary | United Stated |
Description of functional currency | USD $ |
Agnity Healthcare, Inc. ("AHI") | |
Disclosure of subsidiaries [line items] | |
Name of subsidiary | Agnity Healthcare, Inc. |
Principal Activity | Operations |
Principal place of business of subsidiary | United States |
Description of functional currency | USD $ |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Estimated Useful Lives of Property Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Office furniture and equipment [Member] | |
Detailed Information About Estimated Useful Lives Of Property Plant And Equipment [Line Items] | |
Estimated useful life | 7 years |
Leasehold improvements [member] | |
Detailed Information About Estimated Useful Lives Of Property Plant And Equipment [Line Items] | |
Estimated useful life, description | lesser of useful lives or lease term |
Bottom of range [member] | Computer equipment [member] | |
Detailed Information About Estimated Useful Lives Of Property Plant And Equipment [Line Items] | |
Estimated useful life | 2 years |
Top of range [member] | Computer equipment [member] | |
Detailed Information About Estimated Useful Lives Of Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Line Items] | |
Percentage Of Voting Equity Interests Acquired | 100% |
Technology-based intangible assets [member] | |
Text Block [Line Items] | |
Estimated useful life, intangible assets other than goodwill | 5 years |
Bottom of range [member] | Patents and trade marks [Member] | |
Text Block [Line Items] | |
Estimated useful life, intangible assets other than goodwill | 5 years |
Bottom of range [member] | Customer-related intangible assets [member] | |
Text Block [Line Items] | |
Estimated useful life, intangible assets other than goodwill | 5 years |
Top of range [member] | Patents and trade marks [Member] | |
Text Block [Line Items] | |
Estimated useful life, intangible assets other than goodwill | 15 years |
Top of range [member] | Customer-related intangible assets [member] | |
Text Block [Line Items] | |
Estimated useful life, intangible assets other than goodwill | 20 years |