XML 24 R13.htm IDEA: XBRL DOCUMENT v3.21.1
LONG-TERM DEBT
3 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]  
LONG-TERM DEBT

6. LONG-TERM DEBT

 

 

 

Revolving Credit Facility

 

 

Leasing Facilities

 

 

Convertible Debentures

 

 

Total Long-Term Debt

 

Balance on December 31, 2019

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Issuances

 

 

-

 

 

 

6,165

 

 

 

-

 

 

 

6,165

 

Repayments

 

 

-

 

 

 

(420

)

 

 

-

 

 

 

(420

)

Exchange differences

 

 

-

 

 

 

222

 

 

 

-

 

 

 

222

 

Balance at December 31, 2020

 

 

-

 

 

 

5,967

 

 

 

-

 

 

 

5,967

 

Current liabilities

 

 

-

 

 

 

898

 

 

 

-

 

 

 

898

 

Long-term liabilities

 

 

-

 

 

 

5,069

 

 

 

-

 

 

 

5,069

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance on December 31, 2020

 

 

-

 

 

 

5,967

 

 

 

-

 

 

 

5,967

 

Issuances

 

 

-

 

 

 

-

 

 

 

29,545

 

 

 

29,545

 

Accretion

 

 

-

 

 

 

-

 

 

 

53

 

 

 

53

 

Repayments

 

 

-

 

 

 

(208

)

 

 

-

 

 

 

(208

)

Exchange differences

 

 

-

 

 

 

31

 

 

 

351

 

 

 

382

 

Balance at March 31, 2021

 

 

-

 

 

 

5,790

 

 

 

29,949

 

 

 

35,739

 

Current liabilities

 

 

-

 

 

 

902

 

 

 

-

 

 

 

902

 

Long-term liabilities

 

 

-

 

 

 

4,888

 

 

 

29,949

 

 

 

34,837

 

                    

Revolving Credit Facility

On February 12, 2021, the Company entered into a loan agreement governing a C$25.0 million senior secured revolving credit facility with the Royal Bank of Canada (“RBC”), as lender (the “RBC Facility”). Under the RBC Facility, the Company is able to borrow up to a maximum of 90% of investment grade or insured accounts receivable plus 85% of eligible accounts receivable plus the lesser of 75% of the book value of eligible inventory and 85% of the net orderly liquidation value of eligible inventory less any reserves for potential prior ranking claims (the “Borrowing Base”). At March 31, 2021, available borrowings are C$9.4 million ($7.5 million), of which no amounts have been drawn. Interest is calculated at the Canadian or U.S. prime rate plus 30 basis points or at the Canadian Dollar Offered Rate or LIBOR plus 155 basis points. Under the RBC Facility, if the Aggregate Excess Availability, defined as the Borrowing Base less any loan advances or letters of credit or guarantee and if undrawn including unrestricted cash, is less than C$5.0 million, the Company is subject to a fixed charge coverage ratio (“FCCR”) covenant of 1.10:1 on a trailing twelve month basis. Additionally, if the FCCR has been below 1.10:1 for the 3 immediately preceding months,

the Company is required to maintain a reserve account equal to the aggregate of one year of payments on outstanding loans on the Leasing Facilities (defined below). The Company did not meet the 3 month FCCR requirement during the first quarter of 2021 which resulted in requiring the restriction of $1.1 million of cash. Should an event of default occur or the Aggregate Excess Availability be less than C$6.25 million for 5 consecutive business days, the Company would enter a cash dominion period whereby the Company’s bank accounts would be blocked by RBC and daily balances will set-off any borrowings and any remaining amounts made available to the Company.  

Leasing Facilities

The Company has a C$5.0 million equipment leasing facility in Canada (the “Canada Leasing Facility”) and a $14.0 million equipment leasing facility in the United States (the “U.S. Leasing Facility” and, together with the Canada Leasing Facility, the “Leasing Facilities”) with RBC, and one of its affiliates, which are available for equipment expenditures and certain equipment expenditures already incurred. The Leasing Facilities, respectively, have seven and five-year terms and bear interest at 4.25% and 4.50%. The U.S. Leasing Facility is amortized over a six-year term and extendible at the Company’s option for an additional year.

During the first quarter of 2021, the Company received $nil (twelve months ended December 31, 2020: $3.5 million) of cash consideration under the U.S. Leasing Facility. Subsequent to March 31, 2021, we completed a $7.2 million draw of our U.S. Leasing Facility related to reimbursements for equipment purchases for our South Carolina plant, $1.4 million of the proceeds was deposited into restricted cash. During the first quarter of 2021, the Company received $nil (twelve months ended December 31, 2020 – C$3.6 million or $2.6 million) of cash consideration under the Canada Leasing Facility. The associated financial liabilities are shown on the consolidated balance sheet in current other liabilities and long-term debt and other liabilities. 

Convertible Debentures

On January 25, 2021, the Company completed a C$35.0 million bought-deal financing of convertible unsecured subordinated debentures (the “Debentures”) with a syndicate of underwriters. On January 29, 2021, the Company issued a further C$5.25 million of Debentures under the terms of an overallotment option granted to the underwriters. The Debentures will mature and be repayable on January 31, 2026 (the “Maturity Date”), unless earlier redeemed, repurchased or converted. The Debentures accrue interest at the rate of 6.00% per annum payable semi-annually in arrears on the last day of January and July of each year commencing on July 31, 2021.

The Debentures are convertible into common shares of DIRTT, at the option of the holder, at any time prior to the close of business on the business day prior to the earlier of the Maturity Date and the date specified by the Company for redemption of the Debentures at a conversion price of C$4.65 per common share, being a ratio of approximately 215.0538 common shares per C$1,000 principal amount of Debentures. The conversion rate is subject to adjustment if certain corporate events occur prior to the Maturity Date.       

The net proceeds from the sale of the Debentures were C$37.6 million ($29.5 million), after deducting C$2.7 million of transaction costs which includes the underwriters’ commission and directly attributable professional fees. The Company accounted for the Debentures as a liability as the Debentures meet the definition of traditional convertible debt and there are no embedded derivatives requiring bifurcation. The Debentures are shown on the consolidated balance sheet in long-term debt. Interest expense was determined using the effective interest rate method with an effective interest rate of 7.5%. The contractual interest expense for the Debentures during the three months ended March 31, 2021 was $0.3 million which is included in other current liabilities on the balance sheet.

The Debentures are not redeemable by the Company before January 31, 2024, except in certain limited circumstances following a change of control. On and after January 31, 2024 and prior to January 31, 2025, provided that the current market price of our common shares at the time at which notice of redemption is given is at least 125% of the conversion price, the Debentures may be redeemed by the Company, in whole or in part from time to time, at our option on not more than 60 days’ and not less than 30 days’ prior written notice, for an amount equal to the principal amount thereof plus accrued and unpaid interest thereon. On and after January 31, 2025 and prior to the Maturity Date, the Debentures may be redeemed by the Company, in whole or in part from time to time, at our option on not more than 60 days’ and not less than 30 days’ prior written notice, for an amount equal to the principal amount thereof plus accrued and unpaid interest thereon.