DIRTT Environmental Solutions Ltd.

These financial statements for DIRTT Environmental Solutions Ltd. are also included in the Form 10-K for the year ended December 31, 2022 filed on SEDAR on February 22, 2023 in its entirety.

Item 8. Financial Statements and Supplementary Data.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of DIRTT Environmental Solutions Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of DIRTT Environmental Solutions Ltd. and its subsidiaries (together, the Company) as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants Calgary, Canada February 22, 2023

We have served as the Company’s auditor since 2017.

PricewaterhouseCoopers LLP 111-5th Avenue SW, Suite 3100, Calgary, Alberta, Canada T2P 5L3 T: +1 403 509 7500, F: +1 403 781 1825

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Consolidated Balance Sheets

(Stated in thousands of U.S. dollars)

	As at December 31,	As at December 31,


	2022	2021
ASSETS
Current Assets
Cash and cash equivalents	10,821	60,313
Restricted cash	3,418	3,095
Trade and accrued receivables, net of expected credit losses of	13,930	14,063
$0.1 million at December 31, 2022 and at December 31, 2021
Other receivables	7,880	3,477
Inventory	22,251	18,457
Prepaids and othercurrent assets	3,825	4,399
Total Current Assets	62,125	103,804
Property, plant and equipment, net	41,522	51,697
Capitalized software, net	4,406	7,395
Operating lease right-of-use assets, net	30,490	30,880
Otherassets	5,110	5,663
Total Assets	143,653	199,439
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	19,881	22,751
Other liabilities	2,056	2,379
Customer deposits and deferred revenue	4,866	2,420
Current portion of long-term debt and accrued interest	3,306	3,323
Current portionof leaseliabilities	5,889	6,214
Total Current Liabilities	35,998	37,087
Long-term debt	62,129	67,319
Long-term leaseliabilities	27,534	27,267
Total Liabilities	125,661	131,673
SHAREHOLDERS’ EQUITY
Common shares, unlimited authorized without par value, 97,882,844 issued	191,347	181,782
and outstanding at December 31, 2022 and 85,345,433 at December 31, 2021
Additional paid-in capital	9,023	13,200
Accumulated other comprehensive loss	(16,106 )	(15,916 )
Accumulated deficit	(166,272 )	(111,300 )
Total Shareholders’ Equity	17,992	67,766
Total Liabilities and Shareholders’ Equity	143,653	199,439

Refer to Note 19 for commitments. The prior year comparatives have been revised in line with current year presentation - refer to Note 8.

The accompanying notes are an integral part of these consolidated financial statements.

DIRTT Environmental Solutions Ltd.

Consolidated Statements of Operations and Comprehensive Loss

(Stated in thousands of U.S. dollars, except per share data)

	For the	Year Ended December 31,	Year Ended December 31,
	2022	2021	2020
Product revenue	166,256	143,000	166,689
Servicerevenue	5,905	4,593	4,818
Total revenue	172,161	147,593	171,507

Product cost of sales	140,058	120,281	115,455
Service cost ofsales	3,943	3,852	2,769
Total cost of sales	144,001	124,133	118,224
Gross profit	28,160	23,460	53,283

Expenses
Sales and marketing	26,950	31,041	28,049
General and administrative	25,462	30,595	26,663
Operations support	9,498	9,372	9,381
Technology and development	7,555	8,234	8,111
Stock-based compensation	4,277	4,713	2,351
Reorganization	13,461	-	-
Goodwill impairment	-	1,443	-
Total operating expenses	87,203	85,398	74,555

Operating loss	(59,043 )	(61,938 )	(21,272 )
Government subsidies	7,765	11,455	12,721
Foreign exchange gain (loss)	1,445	(335 )	(576 )
Interest income	51	77	238
Interest expense	(5,160 )	(3,131 )	(305 )
	4,101	8,066	12,078
Loss before tax	(54,942 )	(53,872 )	(9,194 )
Income taxes
Current tax expense (recovery)	21	210	(3,521 )
Deferred tax(recovery) expense	-	(414 )	5,625
	21	(204 )	2,104
Net loss	(54,963 )	(53,668 )	(11,298 )

Loss per share
Basic and dilutedloss pershare	(0.63 )	(0.63 )	(0.13 )

Weighted average number of shares outstanding(in thousands)
Basic and Diluted	87,662	85,027	84,681

2022 reorganization costs include $0.2 million paid to related parties (2021 and 2020 - $nil)

The prior year comparatives have been revised in line with current year presentation - refer to Note 9.

Consolidated Statement of Comprehensive Loss

Consolidated Statement of Comprehensive Loss
	For the	Year Ended December 31,
	2022	2021	2020
Loss for the year	(54,963 )	(53,668 )	(11,298 )
Exchange differences ontranslationof foreignoperations	(190 )	1,102	1,010
Comprehensive loss for the year	(55,153 )	(52,566 )	(10,288 )

The accompanying notes are an integral part of these consolidated financial statements.

DIRTT Environmental Solutions Ltd.

Consolidated Statements of Changes in Shareholders’ Equity

(Stated in thousands of U.S. dollars, except for share data)

				Accumulated
	Number of		Additional	other			Total
	Common	Common	paid-in	comprehensive	Accumulated		shareholders’
	shares	shares	capital	loss	deficit		equity
As at December 31, 2019	84,681,364	180,639	8,343	(18,028 )	(45,967	)	124,987
Stock-based compensation	-	-	1,832	-	-		1,832
Foreign currency translation adjustment	-	-	-	1,010	-		1,010
Net loss for theyear	-	-	-	-	(11,298	)	(11,298 )
As at December 31, 2020	84,681,364	180,639	10,175	(17,018 )	(57,265	)	116,531
Stock-based compensation	-	-	4,453	-	-		4,453
Issued on vesting of RSUs	664,069	1,143	(1,143 )	-	-		-
RSUs and Share Awards withheld to settle employee tax
obligations	-	-	(285 )	-	(367	)	(652 )
Foreign currency translation adjustment	-	-	-	1,102	-		1,102
Net loss for theyear	-	-	-	-	(53,668	)	(53,668 )
As at December 31, 2021	85,345,433	181,782	13,200	(15,916 )	(111,300	)	67,766
Stock-based compensation	-	-	3,943	-	-		3,943
Issued on vesting of RSUs and Share Awards	3,149,061	7,088	(7,088 )	-	-		-
RSUs and Share Awards withheld to settle employee tax
obligations	-	-	(1,032 )	-	(9	)	(1,041 )
Issued for employee share purchase plan	720,901	296	-	-	-		296
Issued on private placement	8,667,449	2,181	-	-	-		2,181
Foreign currency translation adjustment	-	-	-	(190 )	-		(190 )
Net loss for theyear	-	-	-	-	(54,963	)	(54,963 )
As at December 31, 2022	97,882,844	191,347	9,023	(16,106 )	(166,272	)	17,992

The accompanying notes are an integral part of these consolidated financial statements.

DIRTT Environmental Solutions Ltd.

Consolidated Statements of Cash Flows

(Stated in thousands of U.S. dollars)

For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
2022 2021 2020
Cash flows from operating activities:
Net loss for the period (54,963 ) (53,668 ) (11,298 )
Adjustments:
Depreciation and amortization 15,119 14,513 11,706
Stock-based compensation, net of settlements 3,342 4,248 2,351
Foreign exchange loss (gain) (1,813 ) 112 746
Accretion of convertible debentures 676 352 -
Loss (gain) on disposal of equipment (133 ) 12 (46 )
Deferred income tax expense (recovery) - (414 ) 5,625
Goodwill impairment - 1,443 -
Changes in operating assets and liabilities:
Trade and accrued receivables (179 ) (2,118 ) 11,327
Other receivables (4,432 ) 3,570 (5,260 )
Inventory (4,716 ) (2,449 ) 1,638
Prepaid and other assets, current and long term 129 (1,132 ) (241 )
Accounts payable and accrued liabilities 260 2,702 752
Other liabilities (109 ) (213 ) (3,971 )
Customer deposits and deferred revenue 2,477 601 (1,754 )
Current portion of long-term debt and accrued interest (149 ) 948 -
Lease liabilities 231 283 910
Net cash flows (used in) provided by operating activities (44,260 ) (31,210 ) 12,485
Cash flows from investing activities:
Purchase of property, plant and equipment, net of accounts payable changes (2,394 ) (11,781 ) (16,597 )
Capitalized software development expenditures (1,677 ) (2,340 ) (2,998 )
Other asset expenditures (443 ) (496 ) (517 )
Proceeds on sales of equipment 227 18 46
Recoveryof software development expenditures 263 461 674
Net cash flows used in investing activities (4,024 ) (14,138 ) (19,392 )
Cash flows from financing activities:
Proceeds received on long-term debt 647 64,912 6,130
Repayment of long-term debt (2,470 ) (1,808 ) (406 )
Proceeds received on private placement 1,990 - -
Employee taxpayments on vestingof RSUs (1,041 ) (652 ) -
Net cash flows provided by financing activities (874 ) 62,452 5,724
Effect of foreign exchange on cash, cash equivalents and restricted cash (11 ) 458 (145 )
Net (decrease) increase in cash, cash equivalents and restricted cash (49,169 ) 17,562 (1,328 )
Cash,cash equivalents and restricted cash,beginningofyear 63,408 45,846 47,174
Cash, cash equivalents and restricted cash, end of year 14,239 63,408 45,846
Supplemental disclosure of cash flow information:
Interest paid (4,423 ) (1,543 ) (103 )
Income taxes received 3,212 433 1,817

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets.

	For the Year Ended December 31,
	2022	2021	2020
Cash and cash equivalents	10,821	60,313	45,846
Restricted cash	3,418	3,095	-
Total cash, cash equivalents and restricted cash	14,239	63,408	45,846

balance sheets.
	For the Year Ended December 31,
	2022	2021	2020
Cash and cash equivalents	10,821	60,313	45,846
Restricted cash	3,418	3,095	-
Total cash, cash equivalents and restricted cash	14,239	63,408	45,846

The accompanying notes are an integral part of these consolidated financial statements.

DIRTT Environmental Solutions Ltd.

Notes to the Consolidated Financial Statements

(Amounts stated in thousands of U.S. dollars unless otherwise stated)

1. GENERAL INFORMATION

DIRTT Environmental Solutions Ltd. and its subsidiary (“DIRTT”, the “Company”, “we” or “our”) is a leader in industrialized construction. DIRTT's system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the workplace, healthcare, education, and public sector markets, DIRTT’s system provides total design freedom, and greater certainty in cost, schedule, and outcomes.

DIRTT’s proprietary design integration software, ICE® (“ICE” or “ICE software”), translates the vision of architects and designers into a 3D model that also acts as manufacturing information. ICE is also licensed to unrelated companies and Construction Partners of the Company.

DIRTT is incorporated under the laws of the province of Alberta, Canada, its headquarters is located at 7303 – 30th Street S.E., Calgary, AB, Canada T2C 1N6 and its registered office is located at 4500, 855 – 2nd Street S.W., Calgary, AB, Canada T2P 4K7. DIRTT’s common shares trade on the Toronto Stock Exchange under the symbol “DRT” and on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “DRTT”.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These consolidated financial statements (“Financial Statements”), including comparative figures, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

In these Financial Statements, unless otherwise indicated, all dollar amounts are expressed in United States (“U.S.”) dollars. DIRTT’s financial results are consolidated in Canadian dollars, the Company’s functional currency, and the Company has adopted the U.S. dollar as its reporting currency. All references to US$ or $ are to U.S. dollars and references to C$ are to Canadian dollars.

Principles of consolidation

The Financial Statements include the accounts of DIRTT and its subsidiaries. All intercompany balances, income and expenses, unrealized gains and losses and dividends resulting from intercompany transactions have been eliminated upon consolidation.

Basis of measurement

These Financial Statements have been prepared on the historical cost convention except for certain financial instruments and stock-based compensation that are measured at fair value, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

Use of estimates

The preparation of the Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates primarily relate to unsettled transactions and events as of the date of the Financial Statements. Estimates are based on historical data and experience, as well as various other factors that management considers reasonable under the circumstances. Actual outcomes can differ from these estimates.

Significant estimates and assumptions made by management include:

Estimates of ability and timeliness of customer payments of trade receivables;
Estimates of useful lives of depreciable assets as well as the fair value of long-term assets and future cash flows used for impairment calculations;
Estimates of future taxable earnings used to assess the realizable value of deferred tax assets;

Tax interpretations, regulations and legislation in the various jurisdictions in which the Company and its subsidiaries operate;
Estimates of the fair value of stock awards, including whether the performance criteria will be met and measurement of the ultimate payout amount; and
Estimates of liabilities associated with the potential and amount of warranty, legal claims and other contingencies.

Segments

Management has determined that DIRTT has one operating segment. The Company’s chief executive officer, who is DIRTT’s chief operating decision maker, reviews financial information on a consolidated and aggregate basis, together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance.

Foreign currency translation

DIRTT Environmental Solutions Ltd. is a Canadian company and its functional currency is the Canadian dollar. DIRTT’s wholly owned subsidiary is domiciled in the United States and its functional currency is the U.S. dollar.

Assets and liabilities denominated in foreign currencies, other than those held through foreign subsidiaries, are translated into the transacting company’s functional currency at the year-end exchange rate for monetary items and at the historical exchange rates for non-monetary items. Foreign currency revenues and expenses are translated at the exchange rates in effect on the dates of the related transactions. Foreign exchange gains and losses, other than those arising from the translation of the Company’s net investments in foreign subsidiaries, are included in income.

The accounts of the Company’s U.S. dollar subsidiary is translated into Canadian dollars, and the Financial Statements are translated into U.S. dollars for financial statement presentation. Assets and liabilities are translated using year-end exchange rates, and revenues, expenses, gains and losses are translated using average monthly exchange rates. Foreign exchange gains and losses arising from the translation of the Company’s assets and liabilities are included in “comprehensive loss for the year”.

Cash and cash equivalents and restricted cash

Cash and cash equivalents include cash on hand held at banks and cash equivalents, which are defined as highly liquid investments with original maturities of three months or less. Restricted cash is a reserve account not available for immediate or general business use and is required when certain requirements are not met under the terms of the Company’s senior secured credit facility (as defined in Note 14).

Trade and other receivables, net of expected credit losses

Accounts receivable are recorded at the invoiced amount, do not require collateral and do not bear interest. The Company estimates its allowance for doubtful accounts using the current expected credit loss (“CECL”) methodology, which is designed to capture the Company’s current estimate of all expected credit losses.

Inventory

Inventory is comprised of raw materials and work in progress. The Company does not typically carry a significant amount of finished goods inventory. Inventory is valued at the lower of weighted average cost and net realizable value. Net realizable value is based on an item’s usability in the manufacturing of the Company’s products. The Company records an allowance for obsolescence when the net realizable value of inventory items declines below weighted average cost, net realizable value is determined based on current market prices for inventory less the estimated cost to sell. Work in progress is valued at an estimate of cost, including attributable overheads, based on stage of completion.

Fixed production overheads are allocated to inventory on the basis of normal capacity of the production facilities. In periods where production levels are abnormally low, unallocated overheads are separately recognized as an expense in the period in which they are incurred.

Leases

The Company categorizes leases at their inception as either operating or finance leases. Leases where the Company assumes substantially all of the rewards or ownership and leases where ownership is transferred at the end of the lease term, or by way of a

bargain purchase option, are classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability, so as to achieve a constant rate of interest on the balance of the liability. Finance charges are recognized in the statement of operations.

The Company’s Leasing Facilities (as defined in Note 7) are accounted for as finance leases as ownership of the equipment is expected to return to the Company at the end of the lease term. These transactions are not accounted for as a sale of the underlying equipment as the Company continues to control the equipment.

For leases categorized as operating, the Company determines if an arrangement is a lease or contains a lease element at inception. The arrangement is a lease if it conveys the right to the Company to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Operating leases are separately disclosed as operating lease right-of-use (“ROU”) assets, with a corresponding lease liability split between current and long-term components on the balance sheet. Operating leases with an initial term of 12 months or less are not included on the balance sheet.

The Company recognizes lease expense for these leases on a straight-line basis over the lease term. ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

Property, plant and equipment

Property, plant and equipment are recorded at cost, including direct costs, attributable indirect costs and carrying costs, less accumulated depreciation and any accumulated impairment losses. Expenditures for repairs and maintenance are expensed as incurred, while renewals and betterments are capitalized.

Depreciation is charged to the consolidated statement of operations on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives of the Company’s property, plant and equipment are as follows:

Building .............................................................................. 25 years Manufacturing equipment ................................................... 10 years Leasehold improvements .................................................... Over term of lease (1 to 10 years) Office equipment ................................................................ 5 years Tooling and prototypes ....................................................... 4 years Computer equipment ........................................................... 3 years Vehicles .............................................................................. 3 years

When assets are disposed of or retired, the cost and accumulated depreciation and impairment losses are removed from the respective accounts and any resulting loss is reflected in operating expenses.

Capitalized software costs

The Company capitalizes costs related to internally developed software during the application development stage when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project, and (iii) it is probable that the project will be completed and performed as intended. Capitalized costs includes costs of personnel and related expenses for employees and third parties directly attributable to the projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades and enhancements are also capitalized. Costs related to preliminary project activities and post implementation activities, including training, maintenance and minor modifications or enhancements are expensed as incurred. Capitalized software costs are amortized on a straight-line basis over the estimated useful life of the developed asset, which is generally three to five years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets.

Software development is considered internal-use as it is used to design and sell the DIRTT products and is not included in the end client’s product. Revenues received from Construction Partners for ICE Software are recognized as revenues as they are considered an element of the product sale. Any incidental third-party revenues received for the ICE Software are credited against capitalized software costs. The Company follows this accounting policy for cloud computing arrangements that are considered a

service contract, however, these projects are capitalized to prepaids and other assets on the balance sheet and are expensed as an operating cost, as opposed to amortization, over the expected term of the software service contract. The Company adopted this amendment on January 1, 2020 using the prospective transition approach and classified $0.7 million as other assets on the consolidated balance sheet for the year ended December 31, 2021.

Impairment of long-lived assets

Management evaluates the recoverability of the Company’s property, plant and equipment, capitalized software costs and ROU assets when events or changes in circumstances indicate a potential impairment exists. Events and changes in circumstances considered by the Company in determining whether the carrying value of long-lived assets may not be recoverable include, but are not limited to, significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, and changes in the Company’s business strategy. Impairment testing is performed at an asset level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (an “asset group”). In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of the asset group. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Convertible Debentures

The Company accounts for convertible debentures as liabilities. Embedded features included in the convertible debentures that require bifurcation are accounted for separately. Costs incurred directly related to the issuance of convertible debentures are presented as a direct deduction against the carrying amount of the convertible debentures and are amortized to interest expense using the effective interest method.

Income taxes

Income tax expense is comprised of current and deferred tax. Income tax is recognized in the consolidated statement of operations and comprehensive income (loss) except to the extent it relates to items recognized directly in equity.

Current tax

Current tax expense is based on the results for the year, adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax

Deferred tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. Deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The effect of a change in income tax rates on deferred income tax assets and liabilities is recognized in income in the period during which the change occurs.

When appropriate, the Company records a valuation allowance against deferred tax assets to reflect that these tax assets may not be realized. In determining whether a valuation allowance is appropriate, the Company considers whether it is more likely than not that all or some portion of the Company’s deferred tax assets will not be realized, based on management’s judgment using available evidence about future events.

At times, tax benefits claims may be challenged by a tax authority. Tax benefits are recognized only for tax positions that are more likely than not sustainable upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards.

Revenue recognition

The Company accounts for revenue in accordance with topic 606, Revenue from Contracts with Customers, (“ASC 606”) and Subtopic 340-40, Other Assets and Deferred Costs – Contracts with Customers. Under ASC 606, an entity recognizes revenue in a manner that reflects the transfer of promised goods or services to customers in an amount which the entity expects to be entitled in exchange for those goods or services.

The Company recognizes revenue upon transfer of control of promised goods or services to customers at transaction price, an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. Transaction price is calculated as selling price net of variable consideration which may include estimates for sales incentives related to current period product revenue. Revenue is measured at the fair value of the consideration received or receivable, after discounts, rebates and sales taxes or income taxes and duties.

Product sales

The Company recognizes revenue upon transfer of control of products to the customer, which typically occurs upon shipment. The Company’s main performance obligation to customers is the delivery of products in accordance with purchase orders. Each purchase order defines the transaction price for the products purchased under the arrangement. Construction Partners typically sell DIRTT product to end clients and issue purchase orders to the Company to manufacture the product. Construction Partners utilize ICE licenses to sell DIRTT products, the ICE licenses sold to Construction Partners are not considered a separate performance obligation as they are not distinct, and ICE license revenue is recognized in conjunction with product sales. The Construction Partner ICE Software revenue is recognized over the license period.

The Company’s standard sales terms are Free On Board (“FOB”) shipping point, which comprise the majority of sales. The Company usually requires a 50% progress payment on receipt of certain orders, excluding certain government orders or in some special contractual situations. Customer deposits received are recognized as a liability on the balance sheet until revenue recognition criteria is met. At the point of shipment, the customer is generally required to pay the balance of the sales price within 30 days. The Company’s sales arrangements do not have any material financing components. In addition, the Company’s customer arrangements do not produce contract assets that are material to its consolidated financial statements.

The Company provides sales commissions to internal and external sales representatives which are earned in the period in which revenue is recognized.

The Company accounts for product transportation revenue and costs as fulfillment activities and present the associated costs in costs of goods sold in the period in which the Company sells its product.

Contracts containing multiple performance obligations

The Company offers certain arrangements whereby a customer can purchase products and installation together which are generally capable of being distinct and accounted for as separate performance obligations. Where multiple performance obligations exist, the Company determines revenue recognition by (1) identifying the contract with the customer, (2) identifying the performance obligation in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations based on the relative standalone selling prices, typically based on cost plus a reasonable margin, and (5) recognizing revenue as the performance obligations are satisfied.

Installation and other services

The Company provides installation and other services for certain customers as a distinct performance obligation. Revenue from installation services is recognized over time as the service is performed.

Principal vs Agent Considerations

The Company evaluates the presentation of revenue on a gross vs. net basis based on whether it acts as a principal by controlling the product or service sales to customers. In certain instances, the Company facilitates contracting of certain sales on behalf of Construction Partners. The Company records these revenues on a gross basis when the Company is obligated to fulfill the service and has the risk associated with service delivery. The Company records these revenues on a net basis when the Construction Partner has the obligation to fulfill the services and has the risk associated with service delivery.

Construction Partner rebates

Rebates to Construction Partners (“Partner Rebates”) are accrued for and recognized as a reduction of revenue at the date of the sale to the customer. Partner Rebates include amounts collected directly by the Company owed to Construction Partners in accordance with their Construction Partner agreements, being the difference between the price to the end customer and the Construction Partners’ price. Other sales discounts are deducted immediately from sales invoices.

Contract balances

Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an unbilled receivable when revenue is recognized prior to invoicing. As the Company’s contracts are less than one year in duration, the Company has elected to apply the practical expedients to expense costs related to costs to obtain contracts and not disclose unfulfilled performance obligations. As deferred revenue and customer deposits are typically recognized during the year the Company does not account for financing elements.

Warranties

The Company provides a warranty on all products sold to its clients and Construction Partner’s clients. Warranties are not sold separately to customers. Provisions for the expected cost of warranty obligations are recognized based on an analysis of historical costs for warranty claims relative to current activity levels and adjusted for factors based on management’s assessment that increase or decrease the provision. Warranty provision is recognized in cost of goods sold. Warranty claims have historically not been material and do not constitute a separate performance obligation.

Stock-based compensation

The Company follows the fair value-based approach to account for options, share awards and restricted share units (“RSUs”). Compensation expense and an increase in “Additional paid-in capital” are recognized for options and RSUs over their vesting period based on their estimated fair values on the grant date, as determined using the Black-Scholes option pricing model for the majority of options and the market value of the Company’s common shares on the grant date for share awards and RSUs. Certain executive stock options and RSUs have performance conditions and are valued using a Monte Carlo model.

On exercise of stock options and RSUs, the recorded fair value of the option or RSU is removed from “Additional paid-in capital” and credited to “Share capital”. For options, any consideration paid by employees is credited to “Share capital” when the option is exercised. The Company’s stock options and RSUs are not shares of the Company and have no rights to vote, receive dividends, or any other rights as a shareholder of the Company.

Stock based compensation expense is also recognized for performance share units (“PSUs”) and deferred share units (“DSUs”) using the fair value method. Compensation expense is recognized over the vesting period and the corresponding amount is recorded as a liability on the balance sheet.

Technology and development expenditures

Technology and development expenses are comprised primarily of salaries and benefits associated with the Company’s product and software development personnel which do not qualify for capitalization. These costs are expensed as incurred and exclude certain information and technology costs used in operations which are classified as general and administrative costs.

Government subsidies

The Company accounts for government subsidies on an accrual basis when the conditions for eligibility are met. The Company has adopted an accounting policy to present government subsidies as other income. The nature, significant terms and conditions of government subsidies are disclosed in the financial statements. (Refer to Note 3 on adoption of Accounting Standards Update No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,)

Earnings per share (“EPS”)

Basic earnings per share is calculated using the weighted average number of common shares outstanding during the year. Diluted earnings per share is calculated using the treasury stock method for determining the dilutive impact of stock options. The Company follows the “if converted” method for accounting for the impact of convertible debentures on earnings (loss) per share, whereby interest charges applicable to the convertible debentures are added to the numerator and the convertible debentures are assumed to have been converted at the beginning of the period (or time of issuance, if later), and the resulting common shares are added to the denominator.

Fair value of financial instruments

ASC 820, “Fair Value Measurements,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company’s fair value analysis is based on the degree to which the fair value is observable and grouped into categories accordingly:

Level 1 financial instruments are those which can be derived from quoted market prices (unadjusted) in active markets for similar financial assets or liabilities.
Level 2 financial instruments are those which can be derived from inputs that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). Level 2 financial instruments include current and long-term debt. The carrying amounts of these instruments approximates fair value due to limited changes to interest rates and the Company’s credit rating since issuance.
Level 3 financial instruments are those derived from valuation techniques that include inputs for the financial asset or liability which are not based on observable market data (unobservable inputs). The Company does not have any Level 3 financial instruments.

The carrying amounts of cash and cash equivalents and restricted cash; trade and accrued receivables, other receivables; accounts payable and accrued liabilities; other liabilities; and customer deposits approximate fair value due to their short-term nature.

3. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS

In 2021, the Financial Accounting Standards Board issued Accounting Standards Update No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The ASU provides guidance on required disclosures with respect to government assistance in a company’s notes to the annual financial statements. The amendments in the ASU are effective for periods beginning after December 15, 2021. The Company has adopted this standard effective January 1, 2022 and notes there is no significant impact of this standard on our accounting or disclosures for government assistance.

Although there are several other new accounting standards issued or proposed by the Financial Accounting Standards Board, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its Financial Statements.

4. LIQUIDITY

The Company has been negatively impacted by the effect of COVID-19 on the non-residential construction industry, costs incurred associated with the Company’s contested director elections, reorganization costs to reconstitute the executive team and align the Company’s cost structure with current sales activity, and significant inflation on raw materials costs, which have resulted in a significant usage of cash in recent periods which has been funded through Convertible Debentures and Leasing Facilities entered into in the prior year (refer to Note 14). As at December 31, 2022, the Company had $10.8 million of cash on hand and C$7.2 million ($5.3 million) of available borrowings (December 31, 2021 - $60.3 million and $10.4 million of available borrowings).

We have implemented a number of restructuring initiatives to create a reduced cost structure moving forward (refer to Note 6) and have implemented multiple price increases during the year to mitigate the impact of inflation on raw material costs. While these actions and our project pipeline are promising, we continue to see unpredictability in our pace of orders. As a result, the Company has initiated certain actions to improve our balance sheet in the short term. First, we are evaluating initiatives related to the use of ICE software by third parties to supplement the relatively small revenues we have previously recognized from our licensing of ICE software to certain strategic partners for use in their businesses and our related licensing and developer software support for these counterparties. Second, we have certain properties that are currently owned that we are evaluating for potential sale and lease back

arrangements. We do not intend to vacate these premises as they still serve a valuable aspect of our value proposition, but this type of arrangement would provide us with a one-time cash payment in the near term, in exchange for future rent payments. We expect these strategic initiatives to result in positive cash inflows in 2023. As these transactions are awaiting finalization, we completed a Private Placement (defined in Note 21) of common shares, supported by significant shareholders and directors and officers of the Company to bridge cash requirements between now and the completion and closing of the noted strategic transactions (refer to Note 21).

We have assessed the Company’s liquidity position as at December 31, 2022 using multiple scenarios taking into account our sales outlook for the next year, our existing cash balances and available credit facilities and the probability of executing the strategic transactions noted above. Based on this analysis we believe the Company has sufficient liquidity to support ongoing operations for the next twelve months. However, should anticipated profitable growth and increased labor headcount and manufacturing capacity not occur or should there be a delayed recovery of the North American construction activities from the pandemic, a sustained economic depression and its adverse impacts on customer demand or significant inflationary pressure on raw materials and transportation cost that we are unable to recover through price increases, the Company will need to identify alternative sources of financing, further reduce its cost structure, delay capital expenditures, evaluate potential asset sales and potentially curtail or cease certain operations. While the Company is confident that it will be able to raise additional capital when needed or under acceptable terms, there can be no absolute assurance it will be able to do so.

5. COVID-19

The impact of the COVID-19 pandemic on our future consolidated results of operations remains uncertain. The extent to which COVID-19 impacts our employees, operations, customers, suppliers and financial results depends on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic (and whether there is a resurgence or multiple resurgences in the future, including the impact of new variants); government actions taken in response to the pandemic, including required shutdowns or vaccine or testing mandates; the availability, acceptance, distribution and continued effectiveness of vaccines; the impact on construction activity, including the effect on our customers’ demand for our interior construction systems; supply chain disruptions; rising inflation; labor shortages; sustained remote or hybrid work models; our ability to manufacture and sell our products; and the ability of our customers to pay for our products. While many of our products support life-sustaining activities and essential construction, we and certain of our customers or suppliers may be impacted by national, federal, state and provincial actions, orders and policies regarding the COVID-19 pandemic, including: temporary closures of non-life-sustaining businesses, shelter-in-place orders, and travel, social distancing and quarantine policies, the implementation and enforcement of which vary in each of the jurisdictions in which we operate. We did not record any asset impairments, inventory charges or material bad debt reserves related to COVID-19 during the years ended December 31, 2022 and 2021, but future events may require such charges which could have a material adverse effect on our financial condition, liquidity or results of operations.

Government subsidies

In the United States, the Employee Retention Credit ("ERC") was established by Section 2301 of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") to provide an incentive for employers to keep their employees on their payroll during COVID-19 closures. The ERC is a refundable payroll tax credit based on qualified wages paid by an eligible employer between March 12, 2020, and October 1, 2021 for companies experiencing a significant decline in gross receipts during a calendar quarter or having operations fully or partially suspended during the quarter due to COVID-19. During the third quarter of 2022, the Company determined it was eligible for the ERC for the first three quarters of 2021 and has filed a claim for $7.3 million in payroll tax credits ($7.1 million net of expenses). As of December 31, 2022 these credits have not been received and are included in other receivables in the balance sheet.

As part of the Canadian federal government’s COVID-19 Economic Response Plan, the Canadian government established the Canadian Emergency Wage Subsidy (“CEWS”). The CEWS provided the Company with a taxable subsidy in respect of a specific portion of wages paid to Canadian employees during qualifying periods extending from March 15, 2020 to October 23, 2021 based on the percentage decline of certain of the Company’s Canadian sourced revenues during each qualifying period. The Company’s eligibility for the CEWS was subject to change for each qualifying period and was reviewed by the Company for each qualifying period, with amounts being received by the Company for various, but not each, qualifying period. Pursuant to amendments enacted as part of the 2021 Canadian federal budget, the Company is required to repay a portion of the CEWS amounts received for any qualifying period commencing after June 5, 2021 where the aggregate compensation for “specified executives” (within the meaning of the CEWS) during the 2021 calendar year exceeds the aggregate compensation for “specified executives” during the 2019 calendar year. Upon finalization of 2021 compensation to specified executives, approximately C$0.5 million ($0.4 million) of subsidies was repaid to the Canadian authorities in the second quarter of 2022. The repayment amount was fully provided for in the third quarter of 2021 in accounts payable and accrued liabilities and in the first quarter of 2022 the Company reversed a $0.6 million incremental provision related to this that is no longer necessary.

On November 19, 2020, the Canadian government also implemented the Canada Emergency Rent Subsidy (“CERS”). The CERS provided a taxable subsidy to cover eligible expenses for qualifying properties, subject to certain maximums, for qualifying periods extending from September 27, 2020 to October 23, 2021, with the amount of the subsidy available to the Company being based on the percentage decline of certain of the Company’s Canadian-sourced revenues in each qualifying period. The Company’s eligibility for the CERS was subject to change for each qualifying period and was reviewed by the Company for each qualifying period.

The last claim period under the CEWS and CERS programs ended on October 23, 2021. The Company is not eligible and did not receive any new Canadian government subsidies in year ended December 31, 2022.

6. REORGANIZATION

During the year ended December 31, 2022, the Company undertook a number of reorganization initiatives:

Closure of Phoenix Aluminum Manufacturing Facility (the “Phoenix Facility”)

On February 22, 2022, we commenced the process of closing our Phoenix Facility, shifting related manufacturing to both our Savannah and Calgary aluminum manufacturing facilities. The closure of the Phoenix Facility was substantially completed in the second quarter of 2022. The Company entered into a sublease arrangement during the second quarter of 2022, commencing July 1, 2022, which exceeds the contractual lease commitments under the Right of Use assets.

Workforce Reductions, Board and Management Changes

In February and July of 2022, we announced our intention to eliminate a portion of our salaried workforce including manufacturing and office positions along with other cost reduction initiatives. The Company’s Board of Directors was reconstituted following a contested proxy contest in April 2022 which was deemed a change of control under the Company’s insurance policy resulting in additional insurance expenditures. Further, the Company made changes to several executive officer roles during the year ended December 31, 2022, which resulted in incurring certain termination benefits and recruitment costs.

Temporary Suspension of Operations at Rock Hill, South Carolina (the "Rock Hill Facility")

On August 23, 2022, we announced the temporary suspension of operations at our Rock Hill Facility, shifting related manufacturing to our Calgary manufacturing facility.

Reorganization costs incurred:

	For the Year Ended December 31,	For the Year Ended December 31,
	2022 2021
Termination benefits	7,042 -
Insurance costs on change of control	3,691 -
Phoenix Facility closure	756 -
Professional services	1,021 -
Relocation and other costs	951 -
Total reorganization costs	13,461 -

	For the Year Ended December 31,
	2022	2021
Opening reorganization costs in accounts payable and accrued liabilities	-	-
Reorganization expense	13,461	-
Reorganization costspaid	(11,184 )	-
Reorganization costs in accounts payable and accrued liabilities at
	2,277	-
December 31, 2022

Of the $2.3 million payable, $2.1 million relates to termination benefits and $0.2 million relates to other reorganization costs.

Discontinuation of Reflect Product Line and Other Charges Incurred

In August 2022, the Company discontinued the Reflect and other product lines, resulting in a one time inventory write-down of $1.0 million, and an acceleration of amortization expense associated with ICE development for Reflect.

Additionally, the Company accelerated the depreciation of certain items of property, plant and equipment associated with the closure of the Phoenix Facility resulting in additional depreciation incurred in the first quarter of 2022.

These costs were included in cost of sales:

	For the Year Ended December 31,	For the Year Ended December 31,
	2022	2021
Provision for inventory of discontinued product lines	1,035	-
Accelerated amortization associated with product line discontinuation	1,019	-
Accelerated depreciation and amortization associated with closure of the Phoenix Facility
	1,054	-

Incremental cost of sales	3,108	-

7. LEASES

The Company leases office and factory space under various operating leases. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company gives consideration to instruments with similar characteristics when calculating its incremental borrowing rate. The Company’s operating leases have remaining lease terms of 1 year to 23 years. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

The weighted average remaining lease term and weighted average discount rate at December 31, 2022 were 13 years (2021 - 14 years) and 4.9% (2021 – 5.2%), respectively.

The following table includes ROU assets included on the balance sheet at December 31, 2022 and 2021:

		ROU Assets
	Cost	Accumulated depreciation	Net book value

At January 1, 2021	41,840	(8,197 )	33,643
Additions	2,401	-	2,401
Depreciation expense	-	(4,989 )	(4,989 )
Exchange differences	(186 )	11	(175 )
At December 31, 2021	44,055	(13,175 )	30,880
Additions	139	-	139
Modifications	4,809	50	4,859
Depreciation expense	-	(5,057 )	(5,057 )
Exchange differences	(943 )	611	(332 )
At December 31, 2022	48,061	(17,571 )	30,490

The following table includes lease liabilities included on the balance sheet at December 31, 2022 and 2021:

	Lease Liability	Lease Liability
	2022	2021
At January 1,	33,481	35,284
Additions	139	2,401
Modifications	4,809	-
Accretion	1,722	1,758
Repayment of lease liabilities	(6,558 )	(6,509 )
Lease inducements	124	720
Exchange differences	(295 )	(173 )
At December 31,	33,423	33,481
Current lease liabilities	5,889	6,214
Long-term lease liabilities	27,534	27,267

The following table includes maturities of operating lease liabilities at December 31, 2022:

2023	6,038
2024	4,630
2025	4,605
2026	4,013
2027	2,826
Thereafter	26,631
Total	48,743
Total lease liability	33,423
Difference between undiscounted cash flows and lease	15,320
liability

8. TRADE AND ACCRUED RECEIVABLES AND OTHER RECEIVABLES

Accounts receivable are recorded at the invoiced amount, do not require collateral and do not bear interest. The Company estimates an allowance for credit losses using the lifetime expected credit loss at each measurement date taking into account historical credit loss experience as well as forward-looking information in order to establish rates for each class of financial receivable with similar risk characteristics. Adjustments to this estimate are recognized in the statement of operations.

In order to manage and assess our risk, management maintains credit policies that include regular review of credit limits of individual receivables and systematic monitoring of aging of trade receivables and the financial wellbeing of our customers. In addition, we acquired trade credit insurance effective April 1, 2020. At December 31, 2022, approximately 77% of our trade accounts receivable are insured, relating to accounts receivables from counterparties deemed creditworthy by the insurer and excluding accounts receivable from government entities.

Our trade balances are spread over a broad Construction Partner base, which is geographically dispersed. For the years ended December 31, 2022 and 2021 no Construction Partner accounted for greater than 10% of revenue. In addition, and where possible, we collect a 50% deposit on sales, excluding government and certain other clients.

	As at	As at
	December 31,	December 31,
	2022	2021
Current	12,381	13,572
Overdue	1,675	621
	14,056	14,193
Less: expected creditlosses	(126 )	(130 )
	13,930	14,063

During 2021, $0.5 million of receivables for a specific customer balance was written off. No change to our expected credit loss was required at December 31, 2022. Receivables are generally considered to be past due when over 60 days old unless there is a separate payment arrangement in place for the collection of the receivable.

As at December 31, 2022, the Company classified Other Receivables separately from Trade and Accrued Receivables on the balance sheet, as reconciled below:

		As at,	As at,
	December 31,			December 31,
	2022			2021
Trade receivables		14,056			14,193
Allowancefordoubtfulaccounts		(126	)		(130 )
Accountsreceivable		13,930			14,063
Sales tax receivable		251			196
Income taxes receivable		40			3,194
Government subsidies		7,319			-
Other receivables		270			87
Other receivables (reclassified onthe balance sheet)		7,880			3,477
Total Trade and other receivables, as previously presented		21,810			17,540

9. INVENTORY

	As at December 31,	As at December 31,
	2022	2021
Raw material	22,218	18,388
Allowance for obsolescence	(1,242 )	(646 )
Work inprogress	1,275	715
	22,251	18,457

In 2022, the Company provided $1.1 million (2021 - $0.6 million) for inventory that is not expected to be used in future production and the associated expense was recorded to cost of goods sold. During 2022, the Company wrote off $0.5 million of inventory against the provision (2021 - $0.4 million) and increased the allowance for obsolescence by $0.9 million (2021 - $0.1 million) mainly related to the discontinuation of Reflect product lines. In addition, the Company recorded direct write offs against inventory of $0.3 million. Production overheads capitalized in work in progress were $0.2 million at December 31, 2022 (December 31, 2021 - $0.1 million).

Additional costs included in cost of goods sold

During 2021 and 2020, the Company experienced periods where it was operating below normal capacity levels. During that period, overheads included in inventory were not increased and $1.8 million (2020: $2.0 million) was included in cost of sales. Previously this was presented as a separate part of cost of sales in the Consolidated Statement of Operations. In 2022, we have temporarily suspended operations at the Rock Hill Facility. Idle facility costs being incurred at the Rock Hill Facility are included in cost of sales.

	For the	Year Ended December 31,	Year Ended December 31,
	2022	2021	2020
Underutilized capacity	-	1,756	2,010
Idlefacility costs	506	-	-
	506	1,756	2,010

Change in presentation in Consolidated Statement of Operations

	For the	Year Ended December 31,	Year Ended December 31,
	2022	2021	2020
Product cost of sales, as previously presented	140,058	118,525	113,445
Cost ofunderutilized capacity, as previously presented	-	1,756	2,010
Product cost of sales, per Statement of Operations	140,058	120,281	115,455

10. PROPERTY, PLANT AND EQUIPMENT, NET

	Office and computer equipment	Factory equipment	Leasehold improvements	Total

Cost
At December 31, 2020	24,988	66,523	43,105	134,616
Additions	3,422	4,515	4,372	12,309
Disposals	-	(53 )	-	(53 )
Exchange differences	236	499	90	825
At December 31, 2021	28,646	71,484	47,567	147,697
Additions	738	775	341	1,854
Disposals	(1,347 )	(2,983 )	(6,688 )	(11,018 )
Exchange differences	(581 )	(3,167 )	(1,457 )	(5,205 )
At December 31, 2022	27,456	66,109	39,763	133,328

Accumulated depreciation and
impairment
At December 31, 2020	16,362	35,524	32,883	84,769
Depreciation expense	3,589	3,670	3,817	11,076
Disposals	-	(23 )	-	(23 )
Exchange differences	30	100	48	178
At December 31, 2021	19,981	39,271	36,748	96,000
Depreciation expense	2,355	4,425	3,680	10,460
Disposals	(1,272 )	(2,831 )	(6,688 )	(10,791 )
Exchange differences	(540 )	(2,044 )	(1,279 )	(3,863 )
At December 31, 2022	20,524	38,821	32,461	91,806

Net book value
At December 31, 2021	8,665	32,213	10,819	51,697
At December 31, 2022	6,932	27,288	7,302	41,522

As at December 31, 2022, the Company had $0.1 million of assets in progress of completion which were excluded from assets subject to depreciation (December 31, 2021 – $2.2 million).

During the year ended December 31, 2022, depreciation expense included $1.1 million of incremental depreciation on the acceleration of useful lives associated with the closing of the Phoenix Facility. Refer to Note 6, Reorganization.

During the year ended December 31, 2022, the Company has incurred negative cash flows from operations and accordingly management determined that this was an indicator of property, plant and equipment assets. The Company estimated the undiscounted cash flows to be generated from the use and ultimate disposition of the property, plant and equipment assets. To estimate the undiscounted cashflows of the reporting unit, the Company applied the income approach. Sales and cost projections were based on assumptions driven by current economic conditions. The Company considered various scenarios and probability-weighted the likelihood of each scenario in determining the reporting unit’s fair value. The average compounded annual growth rate of revenues was 5%- 10%. Other key assumptions used in the quantitative assessment of the reporting unit’s undiscounted cashflows was terminal growth rate of 2%. The Company estimated the undiscounted cash flows to be generated from the use and ultimate disposition of the property, plant and equipment assets. The results of the test indicated that the undiscounted cash flows exceeded the carrying values of property, plant and equipment, therefore, no impairment charge was required at December 31, 2022.

During the year ended December 31, 2021, goodwill was impaired (see Note 12) and determined that this was an indicator of impairment for property, plant and equipment. The Company estimated the undiscounted cash flows to be generated from the use and ultimate disposition of the property, plant and equipment assets using the same methodology and assumptions included in the goodwill impairment test (see Note 12). The results of the test indicated that the fair value exceeded the carrying values of property, plant and equipment, therefore, no impairment charge was required at December 31, 2021.

11. CAPITALIZED SOFTWARE, NET

	For the Year Ended December 31,	For the Year Ended December 31,
	2022	2021
Cost
As at January 1	37,492	35,480
Additions	1,677	2,340
Recovery of software development expenditures	(263 )	(461 )
Disposals	(1,990 )	-
Exchange differences	(2,370 )	133
As at December 31	34,546	37,492
Accumulated amortization
As at January 1	30,097	27,136
Amortization expense	3,887	2,878
Disposals	(1,916 )	-
Exchange differences	(1,928 )	83
As at December 31	30,140	30,097
Net book value	4,406	7,395

Estimated amortization expense on capitalized software is $1.6 million in 2023, $1.2 million in 2024, $1.0 million in 2025, $0.5 million in 2026, and $0.1 million in 2027.

During the year ended December 31, 2022, amortization expense was impacted by $1.0 million of incremental amortization on the acceleration of useful lives associated with discontinued product lines. Refer to Note 6, Reorganization.

12. GOODWILL

	For the year ended December 31,	For the year ended December 31,
	2022	2021
As at January 1	-	1,449
Impairment	-	(1,443 )
Exchange differences	-	(6 )
As at December 31	-	-

In 2021, the Company’s goodwill was assessed at the consolidated company level which represents the Company’s sole operating and reporting unit. The Company tested its goodwill for impairment annually during the fourth quarter of the calendar year. Due to the impact of the COVID-19 pandemic on its financial results in 2021, the Company determined it was necessary to use the quantitative approach to perform its goodwill impairment test. The quantitative impairment test requires estimates to determine the fair value of the reporting unit, as such, required the Company to make significant assumptions and judgments.

To estimate the fair value of the reporting unit, the Company applied the income approach using discounted future cash flows. Sales and cost projections were based on assumptions driven by current economic conditions. Due to the uncertainty around the future impact of COVID-19 at that time, its projections considered various scenarios and the Company probability-weighted the likelihood of each scenario in determining the reporting unit’s fair value. The average compounded annual growth rate of revenues was 10% and the Company assumed a 10% - 15% annualized reduction in operating costs in the model. Other key assumptions used in the quantitative assessment of the reporting unit’s goodwill were the application of a discount rate of 13% and a terminal growth rate of 2%.

Based on its testing, the fair value of goodwill did not exceed the recoverable amount and, accordingly, the entire $1.4 million balance of goodwill was impaired as at December 31, 2021. The impairment charge on goodwill has been separately classified on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2021.

13. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND OTHER LIABILITIES

	As at December 31,	As at December 31,
	2022	2021
Trade accounts payable	5,562	7,820
Accrued liabilities	8,776	9,649
Wages and commissions payable	3,410	4,275
Rebates accrued(1)	2,133	1,007
	19,881	22,751

(1) In 2022 $4.8 million of rebates were earned (2021 - $4.1 million) and $3.7 million were paid (2021 - $4.7 million).

Other liabilities

	As at,	As at,
	December 31, 2022	December 31, 2021
Warranty provisions(1)	1,278	1,451
DSU liability	594	785
Sublease deposits	139	-
Otherprovisions	45	143
Other liabilities	2,056	2,379

(1) The following table presents a reconciliation of the warranty and other provisions balance:

	As at,	As at,
	December 31, 2022	December 31, 2021
As at January 1	1,451	1,763
Adjustments to timber provision	-	(500 )
Additions to warranty provision	1,134	1,019
Paymentsrelated to warranties	(1,307 )	(831 )
	1,278	1,451

14. LONG-TERM DEBT

	Revolving Credit Facility	Leasing Facilities	Convertible Debentures	Total Debt


Balance on December 31, 2020	-	5,967	-	5,967
Issuances	-	9,805	55,107	64,912
Accretion of issue costs	-	-	352	352
Accrued interest	-	556	1,935	2,491
Interest payments	-	(556 )	(987 )	(1,543 )
Principal repayments	-	(1,808 )	-	(1,808 )
Exchange differences	-	(55 )	326	271
Balance at December 31, 2021	-	13,909	56,733	70,642
Current portion of long-term debt and accrued interest	-	2,386	937	3,323
Long-term debt	-	11,523	55,796	67,319

Balance on December 31, 2021	-	13,909	56,733	70,642
Issuances	-	647	-	647
Accretion of issue costs	-	-	676	676
Accrued interest	-	735	3,539	4,274
Interest payments	-	(735 )	(3,688 )	(4,423 )
Principal repayments	-	(2,470 )	-	(2,470 )
Exchange differences	-	(274 )	(3,637 )	(3,911 )
Balance at December 31, 2022	-	11,812	53,623	65,435
Current portion of long-term debt and accrued interest	-	2,561	745	3,306
Long-term debt	-	9,251	52,878	62,129

Revolving Credit Facility

On February 12, 2021, the Company entered into a C$25.0 million senior secured revolving credit facility with RBC (the “ RBC Facility”), replacing the Previous 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 December 31, 2022, available borrowings are C$7.2 million ($5.3 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 FCCR covenant of 1.10:1 on a trailing twelve month basis. Additionally, if the FCCR has been above 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 the Leasing Facilities (defined below). The Company did not meet the 3 month FCCR requirement during the fourth quarter of 2022 which would result in requiring the restriction of $3.4 million of cash at December 31, 2022. 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.

On February 9, 2023, the Company extended the RBC Facility (the “Extended RBC Facility”). The Extended RBC Facility has an borrowing base of C$15 million and a one year term. Interest is calculated as at the Canadian or U.S. prime rate plus 75 basis points or at the Canadian Dollar Offered Rate or LIBOR plus 200 basis points. Under the Extended RBC Facility, until such time that the trailing twelve month FCCR is above 1.25 for three consecutive months, a cash balance equivalent to 1-years worth of Leasing Facilities payments must be maintained.

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 5.59%. The U.S. Leasing Facility is amortized over a six-year term and extendable at the Company’s option for an additional year.

During 2022, the Company received $nil (2021 - $9.8 million) of cash consideration under the U.S. leasing facility related to reimbursements for equipment purchases for its South Carolina Facility. During 2022, the Company received C$0.9 million ($0.7 million) (2021 - $nil) of cash consideration under the leasing facility in Canada. 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 million ($27.5 million) bought-deal financing of convertible unsecured subordinated debentures with a syndicate of underwriters (the "January Debentures"). On January 29, 2021, the Company issued a further C$5.25 million ($4.1 million) of the January Debentures under the terms of an overallotment option granted to the underwriters. These January Debentures will mature and be repayable on January 31, 2026 (the “January Debentures Maturity Date”) and will accrue interest at the rate of 6.00% per annum payable semi-annually in arrears on the last day of January and July of each year commencing on July 31, 2021 until the January Debentures Maturity Date, interest and principal are payable in cash or shares at the option of the Company. These January Debentures will be convertible into common shares of DIRTT, at the option of the holder, at any time prior to the close of business on the business day prior to the earlier of the January Debentures Maturity Date and the date specified by the Company for redemption of these January Debentures at a conversion price of C$4.65 per common share, being a ratio of approximately 215.0538 common shares per C$1,000 principal amount of the January Debentures. Costs of the transaction were approximately C$2.7 million, including the underwriters’ commission.

On November 15, 2021, the Company completed a C$35 million ($27.4 million) bought-deal financing of convertible unsecured subordinated debentures with a syndicate of underwriters (the “December Debentures” and, together with the January Debentures, the “Debentures”). These convertible debentures will mature and be repayable on December 31, 2026 (the “December Debentures Maturity Date”) and will accrue interest at the rate of 6.25% per annum payable semi-annually in arrears on the last day of June and December of each year commencing on June 30, 2022 until the December Debentures Maturity Date, interest and principal are

payable in cash or shares at the option of the Company. These December Debentures will be convertible into common shares of DIRTT, at the option of the holder, at any time prior to the close of business on the business day prior to the earlier of the December Debentures Maturity Date and the date specified by the Company for redemption of the December Debentures at a conversion price of C$4.20 per common share, being a ratio of approximately 238.0952 common shares per C$1,000 principal amount of the December Debentures. Costs of the transaction were approximately C$2.3 million including the underwriters’ commission.

15. INCOME TAXES

Reconciliation of income taxes

The following reconciles income taxes calculated at the Canadian statutory rate with the actual income tax expense. The Canadian statutory rate includes federal and provincial income taxes. This rate was used because Canada is the domicile of the parent entity of the Company.

	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
	2022	2021	2020
Net loss before tax	(54,942 )	(53,872 )	(9,194 )
Canadianstatutoryrate	24.4 %	23.3 %	24.2 %
Expected income tax	(13,406 )	(12,552 )	(2,225 )

Effect on taxes resulting from:
Valuation allowance	13,590	12,046	5,241
Non-deductible expenses	422	542	261
Non-deductible stock-based compensation	23	189	269
Tax rate impacts	(665 )	(488 )	(1,288 )
Adjustments related to prior year tax filings	57	59	(105 )
Other	-	-	(49 )
Income tax expense (recovery)	21	(204 )	2,104

Current tax expense (recovery)	21	210	(3,521 )
Deferred taxexpense (recovery)	-	(414 )	5,625
Income tax expense (recovery)	21	(204 )	2,104

The provision for income taxes is comprised of federal, state, provincial and foreign taxes based on pre-tax income. In the United States, the CARES Act of 2020 allows, among other provisions, for the recovery of taxes paid over the preceding five years from current year losses.

Deferred tax assets and liabilities

Significant components of the Company’s deferred tax assets and liabilities at December 31, 2022 and 2021 were as follows:

	At December 31, 2022	At December 31, 2022
	Assets	Liabilities	Net
Operating losses	33,740	-	33,740
Research and development expenditures	336	-	336
Property and equipment	-	(6,017 )	(6,017 )
Capitalized software and other assets	-	(1,599 )	(1,599 )
Valuation allowance	-	(29,812 )	(29,812 )
Other	3,352	-	3,352
Net deferred taxes	37,428	(37,428 )	-

	At December 31, 2021	At December 31, 2021
	Assets	Liabilities	Net
Operating losses	24,032	-	24,032
Research and development expenditures	362	-	362
Property and equipment	-	(7,572 )	(7,572 )
Capitalized software and other assets	-	(2,023 )	(2,023 )
Valuation allowance	(17,291 )	-	(17,291 )
Other		2,492	2,492
Net deferred taxes	7,103	(7,103 )	-

Summary of temporary difference movements during the year:

	Balance	Recognized	Foreign Balance
	January 1, 2022		Exchange December 31, 2022
		in Income


Operating losses	24,032	10,924	(1,216 ) 33,740
Research and development expenditures	362	(3 )	(23 ) 336
Property and equipment	(7,572 )	1,410	145 (6,017 )
Capitalized software and other assets	(2,023 )	311	113 (1,599 )
Valuation allowance	(17,291 )	(13,590 )	1,069 (29,812 )
Other	2,492	948	(88 ) 3,352
Net deferred taxes	-	-	- -

	Balance	Recognized	Foreign Balance
	January 1,		Exchange December 31, 2021
		in Income
	2021

Operating losses	9,528	14,542	(38 ) 24,032
Research and development expenditures	360	(87 )	89 362
Property and equipment	(4,588 )	(2,844 )	(140 ) (7,572 )
Capitalized software and other assets	(2,218 )	209	(14 ) (2,023 )
Valuation allowance	(5,330 )	(12,046 )	85 (17,291 )
Other	1,834	640	18 2,492
Net deferred taxes	(414 )	414	- -

For the year ended December 31, 2022, the Company recorded valuation allowances of $13.6 million against deferred tax assets (“DTAs”) incurred during the year as the Company has experienced cumulative losses in recent years (December 31, 2021 –$12.0 million). Although earnings were positive in 2019, ongoing near-term uncertainties on the business caused by the COVID-19 pandemic and the related decline in business activity impacted the Company’s ability to generate earnings. Accordingly, it is not more likely than not that the Company’s DTAs will be utilized in the near term.

The amount shown on the balance sheet as deferred income tax liabilities represent the net differences between the tax basis and book carrying values on the Company’s balance sheet at enacted tax rates.

On an annual basis the Company and its subsidiaries file tax returns in Canada and various foreign jurisdictions. In Canada, the Company’s federal and provincial tax returns for the years 2019 to 2021 remain subject to examination by taxation authorities. In the United States, both the federal and state tax returns filed for the years 2018 to 2021 remain subject to examination by the taxation authorities.

Tax loss carryforwards and other tax pools

The significant components of the Company’s net future income tax deductions in these consolidated financial statements are summarized as follows:

	2022 2021 2022	2021
	C$ C$ $	$
Non-capital loss carry-forwards	106,730 64,961 55,654	42,220
Undepreciated capital costs	9,207 12,267 9,765	10,268
Share issuance costs	3,603 - -	-
Scientific research and experimental development
	1,971 1,971 -	-
tax incentives

Total future tax deductions	121,511 79,199 65,419	52,488

16. STOCK-BASED COMPENSATION

In May 2020, shareholders approved the DIRTT Environmental Solutions Ltd. Long-Term Incentive Plan (the “2020 LTIP”) at the annual and special meeting of shareholders. The 2020 LTIP gives the Company the ability to award options, share appreciation rights, restricted share units, restricted shares, dividend equivalent rights granted in connection with restricted share units, vested share awards, and other share-based awards and cash awards to eligible employees, officers, consultants and directors of the Company and its affiliates. In accordance with the 2020 LTIP, the sum of (i) 5,850,000 common shares plus (ii) the number of common shares subject to stock options previously granted under the Company’s Amended and Restated Incentive Stock Option Plan (the “Stock Option Plan”) that, following May 22, 2020, expire or are canceled or terminated without having been exercised in full have been reserved for issuance under the 2020 LTIP. Upon vesting of certain LTIP awards, the Company may withhold and sell shares as a means of meeting DIRTT’s tax withholding requirements in respect of the withholding tax remittances required in respect of award holders. To the extent the fair value of the withheld shares upon vesting exceeds the grant date fair value of the instrument, the excess amount is credited to retained earnings or deficit.

The change of 100% of the Board of Directors combined with the prior Board declining to endorse the incoming board constituted a Change of a Control, under the terms of the 2020 LTIP, as of April 26, 2022. As a result, all outstanding and unvested LTIP awards granted under the 2020 LTIP plan for any holder terminated without Cause within twelve (12) months following the Change of Control vested immediately upon such termination.

The Company also maintains the DIRTT Environmental Solutions Ltd. Deferred Share Unit Plan for Non-Employee Directors pursuant to which deferred share units ("DSUs") are granted to the Company’s non-employee directors. DSUs are settled solely in cash.

Prior to the approval of the 2020 LTIP, the Company granted awards of options under the Stock Option Plan and awards of performance share units (“PSUs”) under the DIRTT Environmental Solutions Ltd. Performance Share Unit Plan (the “PSU Plan”). Following the approval of the 2020 LTIP, no further awards will be made under either the Stock Option Plan or the PSU Plan, but both remain in place to govern the terms of any awards that were granted pursuant to such plans and remain outstanding

Stock-based compensation expense

	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
	2022	2021	2020
Equity-settled awards	3,943	4,453	1,832
Cash-settled awards	334	260	519
	4,277	4,713	2,351

The following summarizes RSUs (as defined below), Share awards, PSUs, and DSUs activity during the periods:

	RSU Time-	RSU Performance-	Share

	Based	Based	Awards	PSU	DSU
	Number of	Number of	Number of	Number of	Number of
	units	units	units	units	units
Outstanding at December 31, 2020	2,414,063	200,000	-	197,471	363,664
Granted	1,976,697	878,601	-	-	144,969
Vested	(661,775 )	(2,294 )	-	(34,635 )	(147,056 )
Withheld to settle employee tax obligations	(174,103 )	(1,960 )	-	-	-
Forfeited	(338,346 )	(52,608 )	-	(5,636 )	-
Outstanding at December 31, 2021	3,216,536	1,021,739	-	157,200	361,577
Granted	2,157,149	863,279	222,170	-	1,305,658
Vested or settled	(2,199,034 )	(796,011 )	(154,016 )	-	(501,916 )
Withheld to settle employee tax obligations	(526,346 )	(242,460 )	(68,154 )	-	-
Forfeited	(762,968 )	(502,628 )	-	-	-
Expired	-	-	-	(157,200 )	-
Outstanding at December 31, 2022	1,885,337	343,919	-	-	1,165,319

Restricted share units (time-based vesting)

Restricted share units that vest based on time have an aggregate time-based vesting period of three years and generally one-third of the RSUs vest every year over a three-year period from the date of grant (the “RSU’s”). At the end of a three-year term, the associated RSUs will be settled by way of the provision of cash or shares to employees (or a combination thereof), at the discretion of the Company. The weighted average fair value of the RSUs granted in 2022 was C$2.37 (2021 – C$2.78) which was determined using the closing price of the Company’s common shares on their respective grant dates.

Restricted share units (performance-based vesting)

During 2022 and 2021, restricted share units were granted to executives with service and performance-based conditions for vesting (the “PRSUs”). If the Company’s share price increases to certain values for 20 consecutive trading days, as outlined below, a percentage of the PRSUs will vest at the end of the three-year service period. All PRSUs awarded in 2020 were awarded to a single executive who forfeited those awards in January 2022 upon departure from the Company.

The grant date fair value of the 2022 and 2021 PRSUs were valued using the Monte Carlo valuation method and determined to have a weighted average grant date fair value of C$1.87 and C$3.27, respectively.

Based on share price performance since the date of grant, none of the 2022 PRSUs and 66.7% of the 2021 PRSUs will vest upon completion of the three-year service period.

					% of PRSUs Vesting	% of PRSUs Vesting	% of PRSUs Vesting	% of PRSUs Vesting
					33.3 %		66.7 %		100.0 %		150.0	%
2022	and	2021	PRSUs	$	3.00	$	4.00	$	5.00	$	7.00

Share awards

During the first quarter of 2022, certain executives were issued share awards in lieu of cash paid variable incentive compensation (“Share Awards”). These Share Awards vested upon grant. The fair value of the Share Awards granted was C$2.40 ($1.88), which was determined using the closing price of the Company’s common shares on the grant date. In the fourth quarter of 2022, 59,488 Share Awards were issued to employees as a component of their compensation.

During the third quarter of 2022, certain executives were provided a variable compensation plan for the achievement of certain financial targets payable partially in cash and partially in share awards. Based on the Company's performance to date relative to the financial targets, no share awards have been recorded under this compensation plan for the year ended December 31, 2022. Under the

plan, 1.3 million shares could have been awarded if the maximum targets were achieved based on the Company's share price at December 31, 2022.

Deferred share units

The fair value of the liability and the corresponding expense is charged to profit or loss at the grant date. Subsequently, at each reporting date between the grant date and settlement date, the fair value of the liability is remeasured with any changes in fair value recognized in profit or loss for the year. DSUs outstanding at December 31, 2022 had a fair value of $0.6 million which is included in other liabilities on the balance sheet (2021 – $0.8 million).

Options

The following summarizes options granted, exercised, forfeited and expired during the periods:

	Number of	Weighted average
	options	exercise price C$
Outstanding at December 31, 2020	4,774,328	6.52
Forfeited orexpired	(709,839 )	7.07
Outstanding at December 31, 2021	4,064,489	6.64
Forfeited orexpired	(2,584,420 )	6.41
Outstanding at December 31, 2022	1,480,069	7.03
Exercisable at December 31, 2022	1,480,069	7.03

Range of exercise prices outstanding at December 31, 2022:

	Options outstanding	Options exercisable
	Weighted Weighted	Weighted Weighted
	average average	average average
	Number remaining exercise	Number remaining exercise
Range of exercise prices	outstanding life price C$	exercisable life price C$
C$4.01 – C$6.00	15,025 1.89 4.12	15,025 1.89 4.12
C$6.01 – C$7.00	758,142 1.07 6.33	758,142 1.07 6.33
C$7.01 – C$8.00	706,902 1.37 7.84	706,902 1.37 7.84
Total	1,480,069	1,480,069

Range of exercise prices outstanding at December 31, 2021:

	Options outstandin	g	Options exercisable
	Weighted	Weighted	Weighted Weighted
	average	average	average average
	Number remaining	exercise	Number remaining exercise
Range of exercise prices	outstanding life	price C$	exercisable life price C$

C$4.01 – C$6.00	22,537 2.89	4.12	15,025 2.89 4.12
C$6.01 – C$7.00	3,281,199 1.79	6.38	1,549,301 1.87 6.36
C$7.01 –C$8.00	760,753 2.37	7.84	515,153 2.37 7.84
Total	4,064,489		2,079,479

Dilutive instruments

For the year ended December 31, 2022, 1.5 million options (2021 – 4.1 million, 2020 – 4.8 million) and 2.2 million RSUs and PRSUs (2021 – 3.4 million, 2020 - 2.7 million) and 109.1 million shares which would be issued if the principal amount of the Debentures were settled in our common shares at the year end share price (2021- 27.4 million and 2020 - nil) were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive to the net loss per share.

17. REVENUE

In the following table, revenue is disaggregated by performance obligation and timing of revenue recognition. All revenue comes from contracts with customers. See Note 18 for the disaggregation of revenue by geographic region.

	For the Year Ended December 31,	For the Year Ended December 31,
	2022	2021 2020
Product	147,448	129,031 150,004
Transportation	18,030	13,231 15,491
LicensefeesfromConstruction Partners	778	738 1,194
Total product revenue	166,256	143,000 166,689
Installationand otherservices	5,905	4,593 4,818
	172,161	147,593 171,507

DIRTT sells its products and services pursuant to fixed-price contracts which generally have a term of one year or less. The transaction price used in determining the amount of revenue to recognize from fixed-price contracts is based upon agreed contractual terms with each customer and is not subject to variability.

	For the Year Ended December 31,	For the Year Ended December 31,
	2022	2021 2020
At a point in time	165,478	142,262 165,495
Overtime	6,683	5,331 6,012
	172,161	147,593 171,507

Revenue recognized at a point in time represents the majority of the Company’s sales. Revenue is recognized when a customer obtains legal title to the product, which is when ownership of the product is transferred to, or services are delivered to, the customer. Revenue recognized over time is limited to installation and ongoing maintenance contracts with customers and is recorded as performance obligations are satisfied over the term of the contract.

Contract Liabilities

		As at December 31,
	2022	2021	2020
Customer deposits	4,458	1,959	1,292
Deferredrevenue	408	461	527
Contract liabilities	4,866	2,420	1,819

Contract liabilities primarily relate to deposits received from customers and maintenance revenue from license subscriptions. The balance of contract liabilities was higher as at December 31, 2022 compared to the prior year period mainly due to the timing of orders and payments. Contract liabilities as at December 31, 2021 and 2020, respectively, totaling $2.4 million and $1.8 million were recognized as revenue during 2022 and 2021, respectively.

Sales by Industry

The Company periodically reviews product revenue by industry vertical market to evaluate trends and the success of industry specific sales initiatives. The nature of products sold to the various industries is consistent and therefore the periodic review is focused on sales performance.

	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
	2022	2021	2020
Commercial	115,102	84,488	102,245
Healthcare	19,739	30,130	35,400
Government	16,564	16,012	14,128
Education	14,073	11,632	13,722
LicensefeesfromConstruction Partners	778	738	1,194
Total product and transportation revenue	166,256	143,000	166,689
Installationand otherservices	5,905	4,593	4,818
	172,161	147,593	171,507

18. SEGMENT REPORTING

The Company has one reportable and operating segment and operates in two principal geographic locations, Canada and the United States. Revenue continues to be derived almost exclusively from projects in North America and predominantly from the United States. The Company’s revenue from operations from external customers, based on location of operations, and information about its non-current assets, is detailed below.

Revenue from external customers

	For the Year Ended December	For the Year Ended December	31,
	2022	2021	2020
Canada	25,477	17,299	18,848
U.S.	146,684	130,294	152,659
	172,161	147,593	171,507

Non-current assets

	As at December 31,	As at December 31,
	2022	2021
Canada	28,251	34,912
U.S.	53,277	60,723
	81,528	95,635

19. COMMITMENTS

As at December 31, 2022, the Company had outstanding purchase obligations of approximately $2.2 million related to inventory and property, plant and equipment purchases (December 31, 2021 – $3.7 million). Refer to Note 7 for lease commitments.

20. LEGAL PROCEEDINGS

The Company is pursuing multiple lawsuits against its former founders, Mogens Smed and Barrie Loberg, their new company Falkbuilt Ltd. (“Falkbuilt”), and other related individual and corporate defendants for violations of fiduciary duties and noncompetition and non-solicitation covenants contained in their executive employment agreements, and the misappropriation of DIRTT’s confidential and proprietary information in violation of numerous Canadian and U.S. state, and federal laws pertaining to the protection of DIRTT’s trade secrets and proprietary information and the prevention of false advertising and deceptive trade practices.

As of December 31, 2022, the Company’s litigation against Falkbuilt, Messrs. Smed and Loberg, and their associates was comprised of four main lawsuits: (i) an action in the Alberta Court of Queen’s Bench instituted on May 9, 2019 against Falkbuilt, Messrs. Smed and Loberg, and several other former DIRTT employees alleging breaches of restrictive covenants, fiduciary duties, and duties of loyalty, fidelity and confidentiality, and the misappropriation of DIRTT’s confidential information (the “Canadian NonCompete Case”); (ii) an action in the U.S. District Court for the Northern District of Utah instituted on December 11, 2019 against Falkbuilt, Smed, and other individual and corporate defendants alleging misappropriation of DIRTT’s confidential information, trade secrets, business intelligence and customer information (the “Utah Misappropriation Case”); and (iii) an action in the U.S. District Court for the Northern District of Texas instituted on June 24, 2021 alleging that Falkbuilt has unlawfully used DIRTT’s confidential information in the United States and intentionally caused confusion in the United States in an attempt to steal customers, opportunities, and business intelligence, with the aim of establishing a competing business in the United States market (the “Texas Unfair Competition Case”). DIRTT intends to pursue the cases vigorously.

Falkbuilt also filed a lawsuit against the Company on November 5, 2019 in the Court of Queen’s Bench of Alberta, alleging that DIRTT has misappropriated and misused their alleged proprietary information in furtherance of DIRTT’s product development. Falkbuilt seeks monetary relief and an interim, interlocutory and permanent injunction of DIRTT’s alleged use of the alleged proprietary information. The Company believes that the suit is without merit and filed an application for summary judgment to dismiss Falkbuilt’s claim.

No amounts are accrued for the above legal proceedings.

21. PRIVATE PLACEMENT AND RELATED PARTY TRANSACTIONS

On November 30, 2022, the Company closed a private placement of 8,667,449 common shares for aggregate gross consideration of $2.8 million (the “Private Placement”) with its two largest shareholders, 22 NW Fund, LP (“22NW”) and 726 BC LLC and 726 BF LLC (together “726”) and all the directors and officers, including 638,996 Common Shares issued at the deemed per share price equal to the Subscription Price, as reimbursement for the costs incurred by 726 in connection with the Company’s contested director elections in 2022. In addition, in connection with the Private Placement, the two shareholders, or their principals, have irrevocably committed to backstopping any rights offering occurring by the Company in the twelve months following the Private Placement in the aggregate amount of $2.0 million.

AI assistant

DIRTT Environmental Solutions Ltd. — Annual Report 2023

47167_rns_2023-02-22_a70f7727-5308-4bf8-8693-c9c8d9092576.PDF

Report of Independent Registered Public Accounting Firm

Opinion on the Financial Statements

Basis for Opinion

DIRTT Environmental Solutions Ltd.

Consolidated Balance Sheets

DIRTT Environmental Solutions Ltd.

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statement of Comprehensive Loss

DIRTT Environmental Solutions Ltd.

Consolidated Statements of Changes in Shareholders’ Equity

The accompanying notes are an integral part of these consolidated financial statements.

DIRTT Environmental Solutions Ltd.

Consolidated Statements of Cash Flows

DIRTT Environmental Solutions Ltd.

Notes to the Consolidated Financial Statements

(Amounts stated in thousands of U.S. dollars unless otherwise stated)

1. GENERAL INFORMATION

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Principles of consolidation

Basis of measurement

Use of estimates

Segments

Foreign currency translation

Cash and cash equivalents and restricted cash

Trade and other receivables, net of expected credit losses

Inventory

Leases

Property, plant and equipment

Capitalized software costs

Impairment of long-lived assets

Convertible Debentures

Income taxes

Current tax

Deferred tax

Revenue recognition

Product sales

Contracts containing multiple performance obligations

Installation and other services

Principal vs Agent Considerations

Construction Partner rebates

Contract balances

Warranties

Stock-based compensation

Technology and development expenditures

Government subsidies

Earnings per share (“EPS”)

Fair value of financial instruments

3. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS

4. LIQUIDITY

5. COVID-19

Government subsidies

6. REORGANIZATION

Closure of Phoenix Aluminum Manufacturing Facility (the “Phoenix Facility”)

Workforce Reductions, Board and Management Changes

Temporary Suspension of Operations at Rock Hill, South Carolina (the "Rock Hill Facility")

Discontinuation of Reflect Product Line and Other Charges Incurred

7. LEASES

8. TRADE AND ACCRUED RECEIVABLES AND OTHER RECEIVABLES

9. INVENTORY

Additional costs included in cost of goods sold

10. PROPERTY, PLANT AND EQUIPMENT, NET

11. CAPITALIZED SOFTWARE, NET

12. GOODWILL

13. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND OTHER LIABILITIES

Other liabilities

14. LONG-TERM DEBT

Revolving Credit Facility

Leasing Facilities

Convertible Debentures

15. INCOME TAXES

Reconciliation of income taxes

Deferred tax assets and liabilities

Tax loss carryforwards and other tax pools

16. STOCK-BASED COMPENSATION

Restricted share units (time-based vesting)

Restricted share units (performance-based vesting)

DIRTT Environmental Solutions Ltd. Annual Report 2023