Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 12, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CRHM | ||
Entity Registrant Name | CRH MEDICAL CORPORATION | ||
Entity Central Index Key | 0001461119 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Common Stock, Shares Outstanding | 71,712,288 | ||
Entity Public Float | $ 215.8 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 9,946,945 | $ 12,486,884 |
Trade and other receivables, net | 19,467,803 | 15,486,312 |
Income tax receivable | 2,243,319 | 374,943 |
Prepaid expenses and deposits | 822,119 | 889,882 |
Inventories | 402,544 | 423,445 |
Total current assets | 32,882,730 | 29,661,466 |
Non-current assets: | ||
Property and equipment, net | 303,291 | 364,366 |
Intangible assets, net | 179,384,263 | 170,127,415 |
Deferred asset acquisition costs | 116,025 | |
Deferred tax assets | 6,301,687 | 3,802,258 |
Total non-current assets | 186,105,266 | 174,294,039 |
Total assets | 218,987,996 | 203,955,505 |
Current liabilities: | ||
Trade and other payables | 5,763,222 | 5,661,844 |
Employee benefits | 827,436 | 500,754 |
Notes payable and bank indebtedness | 2,239,637 | 989,637 |
Deferred consideration | 1,043,645 | 906,956 |
Earn-out obligation | 2,920,583 | |
Short-term advances | 26,783 | |
Member loan | 49,000 | 435,000 |
Total current liabilities | 12,870,306 | 8,494,191 |
Non-current liabilities: | ||
Deferred consideration | 1,183,092 | 2,226,737 |
Notes payable and bank indebtedness | 67,621,470 | 60,061,105 |
Earn-out obligation | 1,875,427 | |
Deferred tax liabilities | 21,951 | |
Total non-current liabilities | 68,826,513 | 64,163,269 |
Equity | ||
Common stock, no par value; 72,055,688 and 73,018,588 shares issued and outstanding at December 31, 2018 and 2017, respectively | 55,372,884 | 54,614,601 |
Additional paid-in capital | 9,329,335 | 8,219,760 |
Accumulated other comprehensive income (loss) | (66,772) | (66,772) |
Retained earnings | 12,916,565 | 11,078,608 |
Total equity attributable to shareholders of the Company | 77,552,012 | 73,846,197 |
Non-controlling interest | 59,739,165 | 57,451,848 |
Total equity | 137,291,177 | 131,298,045 |
Total liabilities and equity | $ 218,987,996 | $ 203,955,505 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares issued | 72,055,688 | 73,018,588 |
Common stock, shares outstanding | 72,055,688 | 73,018,588 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | ||
Total revenue | $ 112,749,380 | $ 95,006,145 |
Expenses: | ||
Total expenses | 92,454,250 | 74,186,860 |
Operating income | 20,295,130 | 20,819,285 |
Finance income | (11,825,256) | |
Finance expense | 4,567,327 | 6,310,406 |
Net finance (income) expense | 4,567,327 | (5,514,850) |
Income before tax | 15,727,803 | 26,334,135 |
Income tax expense | 2,711,886 | 7,159,065 |
Net and comprehensive income | 13,015,917 | 19,175,070 |
Attributable to: | ||
Shareholders of the Company | 4,679,921 | 12,078,853 |
Non-controlling interest | 8,335,996 | 7,096,217 |
Net income | $ 13,015,917 | $ 19,175,070 |
Earnings per share attributable to shareholders | ||
Basic | $ 0.064 | $ 0.164 |
Diluted | $ 0.063 | $ 0.161 |
Weighted average shares outstanding: | ||
Basic | 72,582,733 | 73,712,670 |
Diluted | 74,085,172 | 75,056,003 |
Anesthesia Services [Member] | ||
Revenue: | ||
Total revenue | $ 101,790,165 | $ 83,505,140 |
Expenses: | ||
Total expenses | 81,079,150 | 62,135,447 |
Product [Member] | ||
Revenue: | ||
Total revenue | 10,959,215 | 11,501,005 |
Expenses: | ||
Total expenses | 5,022,737 | 4,997,550 |
Corporate Expense [Member] | ||
Expenses: | ||
Total expenses | $ 6,352,363 | $ 7,053,863 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Total | Common Stock [Member] | Contributed Surplus [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings (Deficit) [Member] | Non-Controlling Interest [Member] |
Beginning Balance at Dec. 31, 2016 | $ 96,918,935 | $ 52,706,484 | $ 6,987,072 | $ (66,772) | $ 881,695 | $ 36,410,456 |
Beginning Balance , shares at Dec. 31, 2016 | 72,745,939 | |||||
Total net and comprehensive income for the year | 19,175,070 | 12,078,853 | 7,096,217 | |||
Stock based compensation expense | 4,036,070 | 4,036,070 | ||||
Common shares purchased on exercise of options | $ 153,026 | $ 218,436 | (65,410) | |||
Common shares purchased on exercise of options , shares | 247,500 | 247,500 | ||||
Common shares issued on vesting of share units | $ (67,021) | $ 2,670,951 | (2,737,972) | |||
Common shares issued on vesting of share units , shares | 1,292,549 | |||||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 10(e)) | (2,708,488) | $ (928,244) | (1,780,244) | |||
Common shares repurchased in connection with normal course issuer bid and cancelled, shares | (1,267,400) | |||||
Common shares repurchased in connection with normal course issuer bid and held as treasury shares (10,400 treasury shares) (note 10(e)) | $ (154,722) | $ (53,026) | (101,696) | |||
Common shares repurchased in connection with normal course issuer bid and held as treasury shares , shares | 72,400 | |||||
Cancellation of treasury shares (held as treasury shares as of 12/31/2017) | (1,267,400) | |||||
Distributions to members | $ (12,899,353) | (12,899,353) | ||||
Acquisition of non-controlling interest (note 4) | 26,844,528 | 26,844,528 | ||||
Ending Balance at Dec. 31, 2017 | 131,298,045 | $ 54,614,601 | 8,219,760 | (66,772) | 11,078,608 | 57,451,848 |
Ending Balance , shares at Dec. 31, 2017 | 73,018,588 | |||||
Total net and comprehensive income for the year | 13,015,917 | 4,679,921 | 8,335,996 | |||
Stock based compensation expense | 2,800,750 | 2,800,750 | ||||
Common shares issued on vesting of share units | $ 1,691,175 | (1,691,175) | ||||
Common shares issued on vesting of share units , shares | 364,000 | |||||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 10(e)) | (3,743,548) | $ (925,076) | (2,818,472) | |||
Common shares repurchased in connection with normal course issuer bid and cancelled, shares | (1,254,500) | |||||
Common shares repurchased in connection with normal course issuer bid and held as treasury shares (10,400 treasury shares) (note 10(e)) | $ (31,308) | $ (7,816) | (23,492) | |||
Common shares repurchased in connection with normal course issuer bid and held as treasury shares , shares | 10,400 | 0 | ||||
Cancellation of treasury shares (held as treasury shares as of 12/31/2017) | (72,400) | (72,400) | ||||
Distributions to members | $ (19,289,740) | (19,289,740) | ||||
Acquisition of non-controlling interest (note 4) | 13,241,061 | 13,241,061 | ||||
Ending Balance at Dec. 31, 2018 | $ 137,291,177 | $ 55,372,884 | $ 9,329,335 | $ (66,772) | $ 12,916,565 | $ 59,739,165 |
Ending Balance , shares at Dec. 31, 2018 | 72,055,688 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | ||
Treasury stock | 10,400 | 72,400 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities: | ||
Net income | $ 13,015,917 | $ 19,175,070 |
Adjustments for: | ||
Depreciation of property, equipment and intangibles | 31,486,055 | 23,834,400 |
Stock-based compensation | 2,800,750 | 4,036,070 |
Unrealized foreign exchange | (4,494) | 73,735 |
Deferred income tax expense (recovery) | (2,407,176) | 2,755,707 |
Change in fair value of contingent consideration | 971,627 | (11,825,256) |
Accretion on contingent consideration and deferred consideration | 166,575 | 600,602 |
Amortization of deferred financing fees | 260,363 | 204,057 |
Loss on extinguishment of debt | 1,408,221 | |
Change in current tax receivable (payable) | (1,936,436) | (1,106,541) |
Change in trade and other receivables | (3,981,491) | (5,649,573) |
Change in prepaid expenses | 171,911 | (339,071) |
Change in inventories | 20,902 | (122,685) |
Change in trade and other payables | 101,379 | 2,432,159 |
Change in employee benefits | 326,681 | 273,880 |
Cash provided by operating activities | 40,992,563 | 35,750,775 |
Financing activities | ||
Proceeds from member loans | 303,351 | 566,819 |
Repayment of member loans | (662,568) | (131,819) |
Repayment of notes payable and bank indebtedness | (14,250,000) | (52,543,750) |
Proceeds on bank indebtedness | 22,800,000 | 68,200,000 |
Payment of deferred consideration | (1,000,000) | (900,000) |
Distributions to non-controlling interest | (19,289,740) | (12,899,353) |
Proceeds on settlement of derivative asset | 1,313,874 | |
Proceeds from the issuance of shares relating to stock-based compensation | (6,626) | |
Repurchase of shares for cancellation | (3,774,856) | (2,863,210) |
Cash (used in) provided by financing activities | (15,873,813) | 735,935 |
Investing activities | ||
Acquisition of property and equipment | (35,105) | (125,285) |
Deferred asset acquisition costs | (116,025) | |
Acquisition of anesthesia services providers | (27,509,811) | (33,376,849) |
Cash used in investing activities | (27,660,941) | (33,502,134) |
Effects of foreign exchange on cash and cash equivalents | 2,252 | (4,696) |
Increase (decrease) in cash and cash equivalents | (2,539,939) | 2,979,880 |
Cash and cash equivalents, beginning of year | 12,486,884 | 9,507,004 |
Cash and cash equivalents, end of year | 9,946,945 | 12,486,884 |
Supplemental disclosure of cash interest and taxes paid: | ||
Cash interest paid | (3,180,808) | (3,563,837) |
Taxes paid | $ (7,055,498) | $ (5,509,915) |
Reporting entity
Reporting entity | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Reporting entity | 1. Reporting entity: CRH Medical Corporation (“CRH” or “the Company”) was incorporated on April 21, 2001 and is incorporated under the Business Corporations Act (British Columbia). The Company provides anesthesiology services to gastroenterologists in the United States through its subsidiaries and sells its patented proprietary technology for the treatment of hemorrhoids directly to physicians in the United States and Canada. CRH principally operates in the United States and is headquartered from its registered offices located at Unit 578, 999 Canada Place, Vancouver, British Columbia, Canada. |
Basis of preparation
Basis of preparation | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of preparation | 2. Basis of preparation: (a) Change in basis of presentation: As a non-U.S. On June 30, 2018, we performed the test and determined that we no longer met the definition of a FPI. As such, from January 1, 2019, the Company is required to prepare consolidated financial statements in accordance with United States Generally Accepted Accounting Principles (“US GAAP”), report with the SEC on domestic forms, and comply with SEC rules and regulations applicable to domestic issuers. These consolidated financial statements have been prepared in accordance with US GAAP beginning December 31, 2018 on a retrospective basis. The Company’s historical financial statements were previously presented under International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) up to and including the Company’s September 30, 2018 interim report. (b) Functional and presentation currency: These consolidated financial statements are presented in United States dollars, which is the Company’s presentation currency. The functional currency of the Company and its subsidiaries is the United States dollar. (c) Use of estimates, assumptions and judgments: The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies, the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Reported amounts and note disclosures reflect the overall economic conditions that are most likely to occur and anticipated measures management intends to take. Actual results could differ from those estimates. ( i Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Significant areas requiring the use of management estimates relate to the assessment for impairment and useful lives of intangible assets, determining the fair value of share units and derivatives, estimates supporting reported anesthesia revenues, the recoverability of trade receivables, the valuation of certain long term liabilities and other assets, including liabilities relating to contingent consideration, the vesting term for share units with market and non-market ( ii Significant judgments made by management in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements includes the determination of control for the purposes of consolidation and the Company’s assessment of whether an acquisition is a business acquisition or an asset acquisition. |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant accounting policies | 3. Significant accounting policies: The accounting policies have been applied consistently by the subsidiaries of the Company. (a) Basis of consolidation: These consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company through voting control and for anesthesia business, control over the assets and business operations of the subsidiary through operating agreements. Control exists when the Company has the continuing power to govern the financial and operating polices of the investee. Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control. Minority interests, if any, are valued at fair value at inception. All significant intercompany transactions and balances have been eliminated in consolidation. (b) Cash equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less, when acquired, to be cash equivalents. (c) Foreign currency: Transactions in foreign currencies are translated to the respective functional currencies of the subsidiaries of the Company at exchange rates at the dates of the transactions. Period end balances of monetary assets and liabilities in foreign currency are translated to the respective functional currencies using period end foreign currency rates. Foreign currency gains and losses arising from settlement of foreign currency transactions are recognized in earnings. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date on which the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. (d) Inventories: Inventories are measured at the lower of cost, determined using the first-in first-out Net realizable value is the estimated selling price in the Company’s ordinary course of business, less the estimated costs of completion and selling expenses. All inventory held is finished goods inventory. (e) Property and equipment, net: Property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The estimated useful lives and the methods of depreciation for the current and comparative periods are as follows: Asset Basis Rate Computer equipment Declining balance 30% Computer software Declining balance 100% Furniture and equipment Declining balance 20% Leasehold improvements Straight-line Shorter of initial lease term or useful life Injection mold Straight-line 5 years These depreciation methods most closely reflect the expected pattern of consumption of the future economic benefits embodied in the asset. Estimates for depreciation methods, useful lives and residual values are reviewed at each reporting period-end and adjusted if appropriate. (f) Intangible assets: Intangible assets, consisting of acquired exclusive professional service agreements to provide anesthesia services and the cost of acquiring patents, are recorded at historical cost. For patents, costs also include legal costs involved in expanding the countries in which the patents are recognized to the extent expected cash flows from those countries exceed these costs over the amortization period and costs related to new patents. The amortization term for professional services agreements are based on the contractual terms of the agreements. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are measured at cost less accumulated amortization and accumulated impairment losses. Intangible assets with finite lives are amortized over the following periods: Asset Basis Rate Intellectual property rights to the CRH O’Regan System Straight-line 15 years Intellectual property new technology Straight-line 20 years Exclusive professional services agreements Straight-line 4.5 to 15 years (g) Impairment: Non-financial assets: The carrying amounts of the Company’s non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there are any events or changes in circumstances indicated that the carrying value may not be recoverable. Example factors that could trigger impairment reviews include significant underperformance relative to historical or projected future operating results, significant changes in the use of the acquired assets or strategy for the overall business and significant negative economic trends. Depending on the specific asset and circumstances, assets are assessed for impairment as an individual asset, as part of an asset group or at the reporting unit (RU”) level. A reporting unit is an operating segment or one level below an operating segment if certain conditions are met. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of cash inflows from other assets or groups of assets. If indicators of impairment exist, an asset or asset group is impaired if its carrying amount exceeds its fair value, being the projected future discounted cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset or asset group. Projected cash flows are based upon historical results adjusted to reflect management’s best estimate of future market and operating conditions which may differ from actual cash flows. Significant assumptions included in projected cash flows include anesthesia revenue growth rates, discount rates, and operating cost growth rates. (h) Income taxes: The Company is subject to income taxes in Canada and the United States. Judgment is required in determining the provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, it recognizes deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company recognizes the deferred income tax effects of a change in tax rates in the period of the enactment. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that management believes is more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than fifty percent likely of being realized. The Company records interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. Income tax expense is comprised of current and deferred tax. (i) Share-based compensation: The Company records share-based compensation related to equity classified stock options and share units granted using the fair value based method estimated using either the Black-Scholes model or Binomial method. The vesting components of graded vesting employee awards, with only a service vesting condition, are accounted for as separate share-based arrangements. Each vesting installment is measured separately and expensed over the related installment’s vesting period. Compensation cost is measured at fair value at the date of grant and expensed as employee benefits over the period in which employees unconditionally become entitled to the award. Forfeitures are estimated in recognizing share-based compensation, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. Prior to January 1, 2018, each vesting tranche of equity classified non-employee non-employee 2018-07 (j) Share capital: Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares, stock options and share options are recognized as a deduction from equity, net of any tax effects. (k) Earnings per share: The Company presents basic and diluted earnings per share (EPS) data for its common shares. Basic EPS is calculated by dividing the net income or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held, if applicable. Diluted EPS is determined by adjusting the income or loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for own shares held if applicable, for the effects of all dilutive potential common shares. Diluted EPS for year-to-date year-to-date (l) Segment reporting: The Company’s operating segments consist of the sale of medical products and the provision of anesthesia services. (m) Finance costs: Finance cost is primarily comprised of interest on the Company’s notes payable and bank indebtedness and also includes the amortization of costs incurred to obtain loan financing and any fees in respect of arranging loan financing. Deferred finance costs are amortized using the effective interest method over the term of the related loan financing. Deferred finance costs are presented as a reduction to the related liability. (n) Asset acquisitions: Asset acquisitions are accounted for using the cost accumulation and allocation method. The acquisition cost includes directly related acquisition costs. The cost of the acquisition is allocated to the net assets acquired on a relative fair value basis. Contingent consideration, where the arrangement is not a derivative, is recognized when it is probable and estimable. After the initial acquisition accounting, changes in contingent and deferred consideration are recorded within finance (income) expense. The Company’s policy is to recognize any non-controlling non-controlling (o) Revenue recognition: Our anesthesia service revenues are derived from anesthesia procedures performed under our professional services agreements. The fees for such services are billed either to a third party payor, including Medicare or Medicaid or to the patient. We recognize anesthesia service revenues, net of contractual adjustments and implicit price concessions, which we estimate based on the historical trend of our cash collections and contractual adjustments. Anesthesia services procedures for each patient qualify as a distinct service obligation, as they are provided simultaneously with other readily available resources during the service procedure. The transaction price is variable and not constrained. Variable consideration relates to contractual allowances, credit provisions and other discounts. The standard requires management to estimate the transaction price, including any implicit concessions from the credit approval process. The Company adopted a portfolio approach to estimate variable consideration transaction price by payor type (patient, government and/or insurer) and the specifics of the services being provided. These portfolios share characteristics such that the results of applying a portfolio approach are not materially different than if the standard was applied to individual patient contracts. Revenue is recognized upon completion of the services to the customer (patient) for practical reasons as the service period is performed over a short time period. The Company recognizes revenue from product sales at the time the product is shipped, which is when title passes to the customer, and when all significant contractual obligations have been satisfied, collection is probable and the amount of revenue can be estimated reliably. Product sales contracts generally contain a single distinct performance obligation, but multiple performance obligations may exist when multiple product types are ordered by a physician in a contract. The transaction price for product sales is fixed and no variable consideration exists. Contract consideration is allocated to each distinct performance obligation in the contract based upon available stand-alone selling prices obtained from historical sales transactions for each product. The Company recognizes revenue from product sales at the point in time when control of the goods passes to the customer (physician) when the product is shipped, which is when title passes to the customer and an obligation to pay for the goods arises. Shipping services performed after control has passed to the customer, if any, is a separate performance obligation, but was determined to be nominal. (p) Adoption of new accounting standards: i) Revenue from Contracts with Customers This standard establishes a comprehensive framework for determining whether, how much and when revenue is recognized. The Company adopted the standard effective January 1, 2018 applying the full retrospective method, resulting with the standard being applied to the prior reporting period with a cumulative effect of adjustment, if any, recognized as at January 1, 2017. The Company has elected to make use of the following practical expedients: • incremental costs of obtaining a contract are recognized as an expense when incurred because the amortization period of the asset that the Company otherwise would have recognized is one year or less; and • the promised amount of consideration has not been adjusted for the effects of a significant financing component because, at contract inception, the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. The adoption of this standard did not have a material impact on the results of operations or cash flows and there was no adjustment to retained earnings as at January 1, 2017. However, the standard did require the Company’s provision for net uncollectable accounts, previously recognized as bad debt expense in anesthesia services expenses, to be recognized as a reduction to anesthesia service revenues. There was no impact to the Company’s other operating segments. For the year ended December 31, 2017, the adoption of the standard resulted in a reduction of anesthesia services revenue and a similar reduction of anesthesia services expenses of $5,235,934. ii) Financial Instruments – Overall In January 2016, FASB issued ASU No. 2016-01, Financial Instruments – Overall iii) Employee Share-based Payments In March 2016, FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting iv) Clarifying the Definition of a Business In January 2017, FASB issued ASU No. 2017-01, Business Combinations (Topic 805) – Clarifying the Definition of a Business” v) Nonemployee Share-Based Payment Accounting In June 2018, FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Non-Employee non-employee non-employee non-employee non-employee (q) New standards and interpretations not yet applied: (i) ASU 2016-02 Leases In February 2016, FASB issued ASU No. 2016-02 Leases No. 2017-13, right-of-use (ii) Credit Losses In June 2016, FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326)” The Company is in the process of evaluating the impact of this standard on its balance sheet, results of operations and cash flows. |
Asset acquisitions
Asset acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Asset acquisitions | 4. Asset acquisitions: During the year ended December 31, 2018, the Company completed five asset acquisitions. These asset acquisitions have been included in the anesthesia segment of the Company and represents the following: Acquired Operation Date Acquired Consideration Shreveport Sedation Associates LLC (“SSA”) March 2018 $ 9,495,184 Western Ohio Sedation Associates LLC (“WOSA”) May 2018 $ 6,483,698 Lake Washington Anesthesia LLC (“LWA”) July 2018 $ 5,041,939 Lake Erie Sedation Associates LLC (“LESA”) September 2018 $ 4,233,115 Tennessee Valley Anesthesia Associates LLC (“TVAA”) December 2018 $ 2,255,875 The results of operations of the acquired entities have been included in the Company’s consolidated financial statements from the date of acquisition as the Company has control over these entities. The following table summarizes the fair value of the consideration transferred and the allocated costs of the assets and liabilities acquired at the acquisition date. SSA WOSA LWA LESA TVAA Total Cash $ 9,404,148 $ 6,409,000 $ 5,000,000 $ 4,180,000 $ 2,200,000 $ 27,193,148 Acquisition Costs 91,036 74,698 41,939 53,115 55,875 316,663 Purchase consideration $ 9,495,184 $ 6,483,698 $ 5,041,939 $ 4,233,115 $ 2,255,875 $ 27,509,811 Non-controlling $ — $ 6,229,435 $ 4,844,217 $ — $ 2,167,409 $ 13,241,061 $ 9,495,184 $ 12,713,133 $ 9,886,156 $ 4,233,115 $ 4,423,284 $ 40,750,872 Assets and liabilities acquired: Exclusive professional services agreements $ 9,391,036 $ 12,713,133 $ 9,886,155 $ 4,233,115 $ 4,423,284 $ 40,646,723 Prepaid expenses and deposits 104,149 — — — 104,149 Pre-close — — 652,506 — 652,506 Pre-close — — (652,506 ) — (652,506 ) Fair value of net identifiable assets and liabilities acquired $ 9,495,185 $ 12,713,133 $ 9,886,155 $ 4,233,115 $ 4,423,284 $ 40,750,872 Exclusive professional services agreements – amortization term 7 years 10 years 7 years 10 years 7 years CRH ownership interest 100 % 51 % 51 % 100 % 51 % The value of the acquired intangible assets, being exclusive professional services agreements, relate to the acquisition of exclusive professional services agreements to provide professional anesthesia services. The amortization term for the agreements is based upon contractual terms within the acquisition agreement and professional services agreement. The non-controlling non-controlling The Company has obtained control over the acquired assets via the Company’s majority ownership in the shares of the entities and its agreements with the non-controlling For those asset acquisitions where CRH ownership interest is less than 100%, in conjunction with the acquisition, both the Company and the non-controlling non-interest SSA WOSA LWA LESA TVAA Total CRH member loan $ — $ 193,800 $ — $ — $ 51,000 $ 244,800 Non-controlling $ — $ 186,200 $ — $ — $ 49,000 $ 235,200 Amount outstanding at December 31, 2018 $ — $ — $ — $ — $ 100,000 $ 100,000 In conjunction with the LWA acquisition, the non-controlling The Company also incurred legal costs of $116,025 associated with its acquisition of the assets of Anesthesia Care Associates, LLC (“ACA”) which closed subsequent to December 31, 2018 (see note 17). These costs are deferred as of December 31, 2018 on the statements of financial position. In October 2018, the Company entered into an agreement with Digestive Health Specialists (“DHS”), located in North Carolina, to assist DHS in the development and management of a monitored anesthesia care program. Under the terms of the agreement, CRH is a 15% equity owner in the anesthesia business, Triad Sedation Associates LLC, and receives compensation for its billing and collection services. Under the terms of the limited liability company agreement, CRH has the right, at CRH’s option, to acquire an additional 36% interest in the anesthesia business at a future date, but no sooner than November 2019. The Company assessed and concluded that CRH does not have significance influence over TSA. The option agreement was determined to be an executory contract and both the equity interest and option agreement were determined to have only nominal value upon grant and as at December 31, 2018. During the year ended December 31, 2017, the Company completed six asset acquisitions. All asset acquisitions completed during the period have been included in the anesthesia segment of the Company and include the following: Acquired Operation Date Acquired Consideration DDAB, LLC (“DDAB”) February 2017 $ 5,278,940 Osceola Gastroenterology Anesthesia Associates, LLC (“OGAA”) March 2017 $ 3,452,247 West Florida Anesthesia Associates, LLC (“WFAA”) August 2017 $ 5,904,980 Central Colorado Anesthesia Associates, LLC (“CCAA”) September 2017 $ 7,909,243 Raleigh Sedation Associates, LLC & Blue Ridge Sedation Associates, PLLC (“RSA”) September 2017 $ 7,328,060 Alamo Sedation Associates, LLC (“ASA”) September 2017 $ 3,503,379 The results of operations of the acquired entities have been included in the Company’s consolidated financial statements from the date of acquisition as the Company has control over these entities. The following table summarizes the fair value of the consideration transferred and the allocated costs of the assets and liabilities acquired at the acquisition date. DDAB OGAA WFAA CCAA RSA ASA Total Cash and acquisition costs $ 4,089,791 $ 3,401,819 $ 5,840,000 $ 7,888,919 $ 7,248,960 $ 3,500,000 $ 31,969,489 Acquisition costs 5,370 50,428 64,980 20,324 79,100 3,379 223,581 Contingent consideration 1,183,779 — — — — — 1,183,779 Purchase consideration $ 5,278,940 $ 3,452,247 $ 5,904,980 $ 7,909,243 $ 7,328,060 $ 3,503,379 33,376,849 Non-controlling 5,071,922 2,301,498 4,831,346 7,599,077 7,040,685 — 26,844,528 $ 10,350,862 $ 5,753,745 $ 10,736,326 $ 15,508,320 $ 14,368,745 $ 3,503,379 $ 60,221,377 Assets and liabilities acquired: Exclusive professional services agreements 10,350,862 $ 5,753,745 $ 10,724,338 $ 15,508,320 $ 14,368,745 $ 3,503,379 $ 60,209,389 Pre-close 525,000 — — — — — 525,000 Pre-close (525,000 ) — — — — — (525,000 ) Prepaid expenses and deposits — — 11,988 — — — 11,988 Fair value of net identifiable assets and liabilities acquired $ 10,350,862 $ 5,753,745 $ 10,736,326 $ 15,508,320 $ 14,368,745 $ 3,503,379 $ 60,221,377 Exclusive professional services agreements – amortization term 4.5 years 5 years 15 years 7 years 5 years 7 years CRH ownership interest 51 % 60 % 55 % 51 % 51 % 100 % The value of the acquired intangible assets, being exclusive professional services agreements relate to the acquisition of exclusive professional services agreements to provide professional anesthesia services. The amortization terms for the agreements are based upon contractual terms within the acquisition agreements and professional services agreements. The non-controlling non-controlling The Company has obtained control over the acquired assets via the Company’s majority ownership in the shares of the entities and its agreements with the non-recurring For those asset acquisitions where CRH ownership interest is less than 100%, in conjunction with the acquisition, both the Company and the non-controlling non-interest DDAB OGAA WFAA CCAA RSA ASA Total CRH member loan $ — $ 90,000 $ 82,500 $ 178,500 $ 204,000 $ — $ 555,000 Non-controlling $ — $ 60,000 $ 67,500 $ 171,500 $ 196,000 $ — $ 495,000 Amount outstanding at December 31, 2018 $ — $ — $ — $ — $ — $ — $ — In conjunction with the acquisition, the non-controlling |
Trade and other receivables
Trade and other receivables | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Trade and other receivables | 5. Trade and other receivables: 2018 2017 Trade receivables, gross $ 19,373,260 $ 15,325,553 Other receivables 141,141 260,759 Less: allowance for doubtful accounts (46,598 ) (100,000 ) $ 19,467,803 $ 15,486,312 Anesthesia segment – trade receivables, gross 18,199,847 13,405,303 Product segment – trade receivables, gross 1,173,413 1,920,250 $ 19,373,260 $ 15,325,553 |
Trade and other payables
Trade and other payables | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Trade and other payables | 6. Trade and other payables: 2018 2017 Trade payables $ 1,316,821 $ 2,042,487 Payments due to former owners of acquired entities — 76,403 Accruals and other payables 4,446,401 3,542,954 $ 5,763,222 $ 5,661,844 |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | 7. Property and equipment: Property and equipment consist of the following: December 31, 2018 2017 Computer equipment and software $ 94,566 $ 82,055 Furniture and equipment 237,616 215,021 Leasehold improvements 5,784 5,784 Injection mold 408,062 408,062 Property and equipment $ 746,028 $ 710,922 Less: Accumulated depreciation (442,737 ) (346,556 ) Property and equipment, net $ 303,291 $ 364,366 |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | 8. Intangible assets: Professional Patents Total Cost Balance as at January 1, 2017 155,635,148 532,598 156,167,746 Additions through asset acquisitions (note 4) 60,209,389 — 60,209,389 Balance as at December 31, 2017 $ 215,844,537 $ 532,598 $ 216,377,135 Additions through asset acquisitions (note 4) 40,646,723 — 40,646,723 Balance as at December 31, 2018 $ 256,491,260 $ 532,598 $ 257,023,858 Professional Patents Total Accumulated depreciation Balance as at January 1, 2017 21,999,771 500,664 22,500,435 Amortization expense 23,752,532 (3,247 ) 23,749,285 Balance as at December 31, 2017 $ 45,752,303 $ 497,417 $ 46,249,720 Amortization expense 31,387,429 2,446 31,389,875 Balance as at December 31, 2018 $ 77,139,732 $ 499,863 $ 77,639,595 Professional Patents Total Net book value December 31, 2018 $ 179,351,528 $ 32,735 $ 179,384,263 December 31, 2017 $ 170,092,234 $ 35,181 $ 170,127,415 At December 31, 2018, the Company identified indicators of impairment in respect of four of its professional services agreements. Upon performing undiscounted cash flow models for these assets, the Company identified only two assets that required further review for impairment. The Company performed discounted cash flow modelling for these assets and compared the resultant discounted cash flows expected over the life of the assets to the carrying amounts as at December 31, 2018. The income approach is used for the quantitative assessment to estimate the fair value of the assets, which requires estimating future cash flows and risk-adjusted discount rates in the Company’s discounted cash flow model. The overall market outlook and cash flow projections of the reporting unit involves the use of key assumptions, including anesthesia growth rates, discount rates and operating cost growth rates. Due to uncertainties in the estimates that are inherent to the Company’s industry, actual results could differ significantly from the estimates made. Many key assumptions in the cash flow projections are interdependent on each other. A change in any one or combination of these assumptions could impact the estimated fair value of the reporting unit. As a result of this test, no write-downs to the intangible assets were required. At December 31, 2017, the Company identified indicators of impairment in respect of two of its professional services agreements. Upon performing undiscounted cash flow models for these assets, no impairment was indicated. Various of the Company’s professional services agreements are subject to renewal terms. The weighted average period before the Company’s professional services agreements are up for renewal is 4 years. The Company anticipates that it will be able to renew all contract terms under its professional services agreements. The weighted average remaining amortization period for the Company’s professional services agreements is 6.23 years. Based on the Company’s professional services agreements in place at December 31, 2018, the Company anticipates that the amortization expense to be incurred by the Company over the next five years is as follows: Amortization For professional services agreements as at December 31, 2018: 2019 $ 33,674,000 2020 33,593,000 2021 28,287,000 2022 21,565,000 2023 17,419,000 $ 134,538,000 |
Notes payable
Notes payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes payable | 9. Notes payable: December 31, 2018 2017 Current portion $ 2,239,637 $ 989,637 Non-current 67,621,470 60,061,105 Total loans and borrowings $ 69,861,107 $ 61,050,742 The Bank of Nova Scotia (“Scotia Facility”) On November 24, 2015, the Company entered into a credit facility with the Bank of Nova Scotia. The facility, which had a maturity date of April 30, 2018, provided financing of up to $55,000,000, after amendment on June 15, 2016. On June 26, 2017, the Company amended the Scotia Facility to provide financing of up to $100,000,000 via a revolving and term facility. The amended facility has a maturity date of June 26, 2020. In conjunction with this amendment, the Company incurred fees of $445,598 which were capitalized. As at December 31, 2018, the Company had drawn $70,250,000 on the amended facility (2017 – $61,700,000). Since there was no reduction in borrowing capacity as a result of this amendment, no existing deferred or new financing fees were expensed upon this modification. The Facility is repayable in full at maturity, with scheduled principal repayments on a quarterly basis beginning September 30, 2017 based on the initial principal issued under the term facility. The facility bears interest at a floating rate based on the US prime rate, LIBOR or bankers’ acceptance rates plus an applicable margin. At December 31, 2018, interest on the facility is calculated at LIBOR plus 2.50% on the revolving portion and term portion of the facility. The Facility is secured by the assets of the Company. As at December 31, 2018 the Company is required to maintain the following financial covenants in respect of the Facility: Financial Covenant Required Ratio Total funded debt ratio 2.50:1.00 Fixed charge coverage ratio 1.15:1.00 The Company is in compliance with all covenants at December 31, 2018. The consolidated minimum loan payments (principal) for all loan agreements in the future are as follows: Minimum At December 31, 2018 2019 $ 2,500,000 2020 67,750,000 $ 70,250,000 |
Share capital
Share capital | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Share capital | 10. Share capital: (a) Authorized: 100,000,000 common shares without par value. (b) Issued and outstanding – common shares: Other than in connection with shares issued in respect of the Company’s share unit and share option plans and in connection with the Company’s normal course issuer bid (note 16(e)), there were no share transactions in the years ended December 31, 2018 and 2017. (c) Stock option plan: Under the Company’s Stock Option Plan, the Company may grant options to its directors, officers, consultants and eligible employees. The plan provides for the granting of stock options at the fair market value of the Company’s stock at the date of grant, and the term of options range from two to ten years. The Board of Directors may, in its sole discretion, determine the time during which options shall vest and the method of vesting. All options under the Plan will be subject to vesting provisions determined by the Board of Directors, over a period of not less than 18 months, in equal portions on a quarterly basis. Options granted to consultants providing investor relations activities will vest at the end of 12 months or longer from the date of issuance. As of December 31, 2018, the Company is authorized to grant 2,258,097 awards under its stock options plan, but has chosen not to issue further awards under its stock option plan. A summary of the status of the plan as of December 31, 2018 and 2017 is as follows (options are granted in CAD and USD amounts are calculated using prevailing exchange rates): Number of Weighted average CAD USD Outstanding, January 1, 2017 1,603,124 $ 0.63 $ 0.47 Issued — — — Exercised (247,500 ) 0.32 0.25 Forfeited (10,937 ) 0.60 0.48 Expired — — — Outstanding, December 31, 2017 1,344,687 0.69 0.55 Issued — — — Exercised — — — Forfeited — — — Expired — — — Outstanding, December 31, 2018 1,344,687 0.69 0.50 All options are vested as of December 31, 2018 and 2017. For those options that vested in 2017, the intrinsic value of the options that vested was $1,198,495 and the fair value of the options that vested was $147,730. The following table summarizes information about the stock options outstanding as at: December 31, 2018: Exercise price Options outstanding Options exercisable $CAD $USD Number Weighted Weighted Weighted Number Weighted Weighted 0.44 – 0.51 1,344,687 5.05 0.69 0.50 1,344,687 0.69 0.50 All options are vested as of December 31, 2018 and 2017. December 31, 2017: Exercise price Options outstanding Options exercisable $CAD $USD Number Weighted Weighted Weighted Number Weighted Weighted 0.60 – 0.70 0.48 – 0.56 1,344,687 6.05 0.69 0.55 1,272,812 0.68 0.54 As of December 31, 2017, 1,272,812 options are vested. For the year ended December 31, 2018, the Company recognized $468 (2017 – $22,179), in compensation expense as a result of stock options awarded and vested. Compensation expense is recorded in the consolidated statement of operations and comprehensive income and is allocated to product sales expenses, corporate expenses and anesthesia expenses on the same basis as the allocations of cash compensation. (d) Share unit plan: In June 2017, the shareholders of the Company approved a Share Unit Plan. Employees, directors and eligible consultants of the Company and its designated subsidiaries are eligible to participate in the Share Unit Plan. In accordance with the terms of the plan, the Company will approve those employees, directors and eligible consultants who are entitled to receive share units and the number of share units to be awarded to each participant. Each share unit awarded conditionally entitles the participant to receive one common share of the Company upon attainment of the share unit vesting criteria. The vesting of share units is conditional upon the expiry of time-based vesting conditions or performance-based vesting conditions or a combination of the two. Once the share units vest, the participant is entitled to receive the equivalent number of underlying common shares; the Company issues new shares in satisfying its obligations under the plan. As at December 31, 2018, the Company is authorized to grant 1,057,534 awards under its share unit plan. A summary of the status of the plan as of December 31, 2018 and 2017 is as follows: Time based Performance Outstanding, January 1, 2017 1,068,000 2,350,000 Issued 324,000 — Exercised (302,000 ) (1,000,000 ) Forfeited (53,500 ) — Expired — — Outstanding, December 31, 2017 1,036,500 1,350,000 Vested — — Expected to vest 1,036,500 1,100,000 Outstanding, January 1, 2018 1,036,500 1,350,000 Issued 452,125 150,000 Exercised (364,000 ) — Forfeited (79,375 ) — Expired — — Outstanding, December 31, 2018 1,045,250 1,500,000 Vested — — Expected to vest 1,045,250 1,100,000 Time based Performance Outstanding, January 1, 2017 1,036,500 1,350,000 Weighted average contractual life (years) 2.96 8.86 Outstanding, December 31, 2017 1,045,250 1,500,000 Weighted average contractual life (years) 2.74 7.99 During the year ended December 31, 2018, the Company granted 452,125 time based share units and 150,000 performance based share units. The weighted average fair value for the time based units at the date of grant was $3.45 (CAD$4.71) per unit and the weighted average fair value per unit for the performance based share units granted in the in the period was $2.78 (CAD$3.79) per unit. The fair value per unit was based on the market value of the underlying shares at the date of issuance. During the year ended December 31, 2018, the Company issued 364,000 shares in respect of the 364,000 time-based share units which vested during the year. During the year ended December 31, 2017, the Company issued 324,000 share units (“Time based share units”). The weighted average fair value per unit was $3.31 (CAD$4.16) based on the market value of the underlying shares at the date of issuance. During the year ended December 31, 2017, 1,000,000 of those Performance based share units which vest upon the Company meeting certain market-based performance targets vested. Upon vesting, the Company issued 1,000,000 common shares. The Company also issued net shares of 292,549 in respect of 302,000 time-based share units which vested during the year. During the year ended December 31, 2018, the Company recognized $2,800,280 (2017 – $4,013,891), in compensation expense in relation to the granting and vesting of share units. (e) Normal Course Issuer Bid: On November 6, 2017, the Board of Directors of the Company approved a normal course issuer bid to purchase outstanding shares of the Company. On November 8, 2018, the Company’s normal course issuer bid was renewed. Under the renewed bid, the Company may purchase up to 7,044,410 shares pursuant to the bid, representing no more than 10.0% of the Company’s shares outstanding on October 31, 2018. All purchases of shares under the bid are made pursuant to an Automated Share Purchase Plan. Subject to any block purchases made in accordance with the rules of the TSX, the bid is subject to a daily repurchase maximum of 46,958 shares. Shares are purchased at the market price of the shares at the time of purchase and are purchased on behalf of the Company by a registered investment dealer through the facilities of the TSX or alternative Canadian and US marketplaces. During 2018, the Company repurchased 1,264,900 of its shares for a total cost, including transaction fees, of $3,784,733 (CAD$4,945,155). As at December 31, 2018, 1,254,500 of these shares have been cancelled with the remaining 10,400 shares cancelled on January 4, 2019. As of December 31, 2017, the Company repurchased 1,339,800 of its shares for a total cost, including transaction fees, of $2,872,713 (CAD$3,669,120). As at December 31, 2017, 1,267,400 of these shares had been cancelled with the remaining 72,400 shares cancelled on January 5, 2018. (f) Earnings per share: The calculation of basic earnings per share for the years ended December 31, 2018 and 2017 is as follows: 2018 2017 Net earnings Weighted Per share Net earnings Weighted Per share Net earnings attributable to shareholders: Earnings per common share: Basic $ 4,679,921 72,582,733 $ 0.064 $ 12,078,853 73,712,670 $ 0.164 Share options 1,122,708 925,286 Share units 379,731 418,047 Diluted $ 4,679,921 74,085,172 $ 0.063 $ 12,078,853 75,056,003 $ 0.161 For the year ended December 31, 2018, 221,979 options (2017 – 539,624) and 2,095,260 share units (2017 – 2,094,363) were excluded from the diluted weighted average number of common shares calculation. The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the period during which the options were outstanding. The treasury method is used to determine the calculation of dilutive shares. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 11. Income taxes: (a) Income tax expense is comprised of the following: 2018 2017 Current tax expense $ 5,119,062 $ 4,403,358 Deferred tax expense (recovery): (2,407,176 ) 2,755,707 Total tax expense (recovery) $ 2,711,886 $ 7,159,065 The reconciliation of income tax computed at statutory tax rates to income tax expense, using a 27% (2017 – 23%) statutory rate, is: 2018 2017 Net income before tax – Canada $ 5,957,089 $ 10,239,231 Net income before tax – United States 9,770,714 16,094,904 Net income before tax – All jurisdictions $ 15,727,803 $ 26,334,135 Tax expense at statutory income tax rates $ 4,259,890 $ 6,060,003 Permanent differences 503,964 (513,050 ) Income attributable to non-controlling (2,245,809 ) (1,571,060 ) Foreign income taxed at different rates (26,042 ) 1,458,302 Impact of change in tax rates 216,295 1,767,124 Other 3,588 (42,254 ) Total tax expense (recovery) $ 2,711,886 $ 7,159,065 In 2018, the Canadian statutory tax rate increased from 26% to 27% due to a 1% increase in the provincial rate. The Company’s statutory tax rate in Canada in 2017 was lower, at 23%, as a result of the IBA patent program in Canada, which was cancelled at the end of 2017. On December 22, 2017, in the United States the 2017 Tax Cuts and Jobs Act (the 2017 Act) was enacted into law. The 2017 Act contains several key tax provisions, including a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. At December 31, 2017, the Company’s deferred tax balances for its U.S. subsidiaries have been re-measured (b) Deferred tax assets and liabilities: The Company had the following deferred tax assets and liabilities resulting from temporary differences recognized for financial statement and income tax purposes. 2018 2017 Deferred tax assets: Property and equipment $ 356 3,501 Intangible assets 4,752,898 2,448,322 Finance related costs 375,182 472,428 Reserves — 34,048 Share transaction costs 87,337 196,508 Stock-based compensation 534,926 410,448 Earn-out 732,986 499,052 Deferred tax liabilities: Property and equipment (40,357 ) (3,396 ) Deferred consideration (18,388 ) (44,255 ) Reserves (55,568 ) (41,205 ) Unrealized foreign exchange (20,698 ) — Finance related costs (68,938 ) (173,193 ) Net deferred tax asset $ 6,279,736 $ 3,802,258 Deferred tax assets by jurisdiction 2018 2017 Canada: Deferred tax asset $ 87,343 $ 200,009 Deferred tax liability (109,294 ) (173,194 ) Net deferred tax asset (liability) $ (21,951 ) $ 26,815 United States: Deferred tax asset $ 6,396,340 $ 3,864,298 Deferred tax liability (94,654 ) (88,855 ) Net deferred tax asset (liability) $ 6,301,687 $ 3,775,443 The realization of deferred income tax assets is dependent on the generation of sufficient taxable income during future periods in which the temporary differences are expected to revers. If it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is provided against such deferred tax assets. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning As at December 31, 2018 and 2017, the Company had no valuation allowance against its deferred income tax assets. The Company currently does not have any unrecognized tax benefits or uncertain tax positions. The Company currently files income tax returns in Canada and the US, the jurisdiction in which the Company believes that it is subject to tax. Management is not aware of any material income tax examination currently in progress by any taxing jurisdiction. Tax years ranging from 2016 to 2018 remain subject to Canadian income tax examinations. Tax years ranging from 2015 to 2018 remain subject to U.S. income tax examinations. |
Net finance expense
Net finance expense | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Net finance expense | 12. Net finance expense Recognized in earnings in the years ended December 31: 2018 2017 Finance income: Foreign exchange gain $ — $ — Net change in fair value of financial liabilities at fair value through earnings (note 13) — (11,825,256 ) Total finance income $ — $ (11,825,256 ) Finance expense: Interest and accretion expense on borrowings $ 3,168,762 $ 3,322,321 Accretion expense on earn-out 166,575 600,602 Amortization of deferred financing fees 260,363 204,057 Net change in fair value of financial liabilities at fair value through earnings 971,627 — Foreign exchange loss — 88,084 Extinguishment of notes payable and bank indebtedness — 2,044,867 Other — 50,475 Total finance expense $ 4,567,327 $ 6,310,406 Net finance (income) expense $ 4,567,327 $ (5,514,850 ) |
Financial instruments
Financial instruments | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Financial instruments | 13. Financial instruments: The Company’s financial instruments consist of cash and cash equivalents, trade and other receivables, trade and other payables, employee benefit obligations, short term advances, loans, notes payable and bank indebtedness, deferred consideration and the Company’s earn-out earn-out earn-out An established fair value hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is available and significant to the fair value measurement. There are three levels of inputs that may be used to measure fair value: • Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and • Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs). Liabilities December 31, Level 1 Level 2 Level 3 Earn-out $ 2,920,583 $ — $ — $ 2,920,583 Total $ 2,920,583 $ — $ — $ 2,920,583 Liabilities December 31, Level 1 Level 2 Level 3 Earn-out $ 1,875,427 $ — $ — $ 1,875,427 Total $ 1,875,427 $ — $ — $ 1,875,427 The Company’s earn-out earn-out earn-out earn-out earn-out earn-out earn-out The fair value measurements are sensitive to the discount rate used in calculating the fair values as well as the probability assessments used. A 1% increase in the discount rate would reduce the fair value of the earn-out Reconciliation of level 3 fair values: Earn-out Balance as at January 1, 2018 $ 1,875,427 Payment — Recorded in finance expense: Accretion expense 73,529 Fair value adjustment 971,627 Balance as at December 31, 2018 $ 2,920,583 The Company’s financial instruments are exposed to certain financial risks, including credit risk, and market risk. (a) Credit risk: Credit risk is the risk of financial loss to the Company if counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash and cash equivalents, and trade receivables. The carrying amount of the financial assets represents the maximum credit exposure. The Company limits its exposure to credit risk on cash and cash equivalents by placing these financial instruments with high-credit quality financial institutions and only investing in liquid, investment grade securities. The Company has a number of individual customers and no one customer represents a concentration of credit risk. No one customer accounts for more than 10% of the Company’s consolidated revenue. The Company establishes a provision for losses on accounts receivable if it is determined that all or part of the outstanding balance is uncollectable. Collectability is reviewed regularly and an allowance is established or adjusted, as necessary, using a combination of the specific identification method, historic collection patterns and existing economic conditions. Estimates of allowances are subject to change as they are impacted by the nature of healthcare collections, which may involve delays and the current uncertainty in the economy. (b) Market risk: Market risk is the risk that changes in market prices, such as and interest rates, will affect the Company’s income or the value of the financial instruments held. ( ii As at December 31, 2018, the Company’s only interest bearing liability is its Scotia Facility. With respect to the Company’s Scotia Facility, with all other variables held constant, a 10% point increase in the interest rate would have reduced net income by approximately $295,000 (2017 – $164,000) for the year ended December 31, 2018. There would be an equal and opposite impact on net income with a 10% point decrease. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 14. Commitments and contingencies: (a) The following are the minimum payments required for the lease of premises: Less than one year $ 364,068 One to three years 229,764 Four to five years — Thereafter — Total $ 593,832 Rent expense for the year ended December 31, 2018 was $227,743 (2017 – $236,455). (b) The Company is a party to a variety of agreements in the ordinary course of business under which it may be obligated to indemnify third parties with respect to certain matters. These obligations include, but are not limited to contracts entered into with physicians where the Company agrees, under certain circumstances, to indemnify a third party, against losses arising from matters including but not limited to medical malpractice and product liability. The impact of any such future claims, if made, on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to final outcome of these potential claims. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related party transactions | 15. Related party transactions: Balances and transactions between the Company and its wholly owned and controlled subsidiaries have been eliminated on consolidation and are not disclosed in this note. Details of the transactions between the Company and other related parties are disclosed below: (a) Related party transactions: During the year ended December 31, 2018, the Company made product sales totaling $29,685 (2017 – $39,485) to one company owned or controlled by one of the Company’s Directors. The transaction terms with related parties may not be on the same price as those that would result from transactions among non-related |
Segmented information
Segmented information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segmented information | 16. Segmented information: The Company operates in two industry segments: the sale of medical products and the provision of anesthesia services. The revenues relating to geographic segments based on customer location, in United States dollars, for the years ended December 31, 2018 and 2017 are as follows: 2018 2017 Revenue: Canada and other $ 271,803 $ 238,342 United States 112,477,577 94,767,803 Total $ 112,749,380 $ 95,006,145 The Company’s revenues are disaggregated below into categories which differ in terms of the economic factors which impact the amount, timing and uncertainty of revenue and cash flows. 2018 2017 Revenue: Commercial Insurers $ 86,992,218 $ 72,264,107 Federal Insurers 14,246,626 10,568,096 Physicians 10,959,215 11,501,005 Other 551,321 672,937 Total $ 112,749,380 $ 95,006,145 The Company’s property and equipment, intangibles, other assets and total assets are located in the following geographic regions as at December 31, 2018 and 2017: 2018 2017 Property and equipment: Canada $ 276,621 $ 347,676 United States 26,670 16,690 Total $ 303,291 $ 364,366 Intangible assets: Canada $ 32,735 $ 35,181 United States 179,351,528 170,092,234 Total $ 179,384,263 $ 170,127,415 Total assets: Canada $ 9,293,796 $ 4,595,719 United States 209,694,200 199,359,786 Total $ 218,987,996 $ 203,955,505 The financial measures reviewed by the Company’s Chief Operating Decision Maker are presented below for the years ended December 31, 2018 and 2017. The Company does not allocate expenses related to corporate activities. These expenses are presented within “Other” to allow for reconciliation to reported measures. 2018 Anesthesia Product sales Other Total Revenue $ 101,790,165 $ 10,959,215 $ — $ 112,749,380 Operating costs 81,079,150 5,022,737 6,352,363 92,454,250 Operating income (loss) $ 20,711,015 $ 5,936,478 $ (6,352,363 ) $ 20,295,130 2017 Anesthesia Product sales Other Total Revenue $ 83,505,140 $ 11,501,005 $ — $ 95,006,145 Operating costs 62,135,447 4,997,550 7,053,863 74,186,860 Operating income (loss) $ 21,369,693 $ 6,503,455 $ (7,053,863 ) $ 20,819,285 Additionally, the company incurs the following in each of its operating segments: 2018 Anesthesia Product sales Other Total Finance income $ — $ — $ — $ — Finance expense 1,138,200 — 3,429,127 4,567,327 Depreciation and amortization expense 31,394,245 68,509 23,301 31,486,055 2017 Anesthesia Product sales Other Total Finance income $ (11,825,256 ) $ — $ — $ (11,825,256 ) Finance expense 600,602 — 5,709,804 6,310,406 Depreciation and amortization expense 23,762,012 56,907 15,481 23,834,400 |
Subsequent event
Subsequent event | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent event | 17. Subsequent event: On January 1, 2019, a subsidiary of the Company entered into a membership interest purchase agreement to acquire a 100% interest in Anesthesia Care Associates, LLC (”ACA”), a gastroenterology anesthesia services provider in Indiana. The purchase consideration, paid via cash, for the acquisition of the Company’s 100% interest was $5,239,003 plus deferred acquisition costs of $116,025. The allocated cost of the exclusive professional service agreement which was acquired as part of this acquisition was $5,355,028. |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of consolidation | (a) Basis of consolidation: These consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company through voting control and for anesthesia business, control over the assets and business operations of the subsidiary through operating agreements. Control exists when the Company has the continuing power to govern the financial and operating polices of the investee. Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control. Minority interests, if any, are valued at fair value at inception. All significant intercompany transactions and balances have been eliminated in consolidation. |
Cash equivalents | (b) Cash equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less, when acquired, to be cash equivalents. |
Foreign currency | (c) Foreign currency: Transactions in foreign currencies are translated to the respective functional currencies of the subsidiaries of the Company at exchange rates at the dates of the transactions. Period end balances of monetary assets and liabilities in foreign currency are translated to the respective functional currencies using period end foreign currency rates. Foreign currency gains and losses arising from settlement of foreign currency transactions are recognized in earnings. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date on which the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. |
Inventories | (d) Inventories: Inventories are measured at the lower of cost, determined using the first-in first-out Net realizable value is the estimated selling price in the Company’s ordinary course of business, less the estimated costs of completion and selling expenses. All inventory held is finished goods inventory. |
Property and equipment, net | (e) Property and equipment, net: Property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The estimated useful lives and the methods of depreciation for the current and comparative periods are as follows: Asset Basis Rate Computer equipment Declining balance 30% Computer software Declining balance 100% Furniture and equipment Declining balance 20% Leasehold improvements Straight-line Shorter of initial lease term or useful life Injection mold Straight-line 5 years These depreciation methods most closely reflect the expected pattern of consumption of the future economic benefits embodied in the asset. Estimates for depreciation methods, useful lives and residual values are reviewed at each reporting period-end and adjusted if appropriate. |
Intangible assets | (f) Intangible assets: Intangible assets, consisting of acquired exclusive professional service agreements to provide anesthesia services and the cost of acquiring patents, are recorded at historical cost. For patents, costs also include legal costs involved in expanding the countries in which the patents are recognized to the extent expected cash flows from those countries exceed these costs over the amortization period and costs related to new patents. The amortization term for professional services agreements are based on the contractual terms of the agreements. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are measured at cost less accumulated amortization and accumulated impairment losses. Intangible assets with finite lives are amortized over the following periods: Asset Basis Rate Intellectual property rights to the CRH O’Regan System Straight-line 15 years Intellectual property new technology Straight-line 20 years Exclusive professional services agreements Straight-line 4.5 to 15 years |
Impairment | (g) Impairment: Non-financial assets: The carrying amounts of the Company’s non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there are any events or changes in circumstances indicated that the carrying value may not be recoverable. Example factors that could trigger impairment reviews include significant underperformance relative to historical or projected future operating results, significant changes in the use of the acquired assets or strategy for the overall business and significant negative economic trends. Depending on the specific asset and circumstances, assets are assessed for impairment as an individual asset, as part of an asset group or at the reporting unit (RU”) level. A reporting unit is an operating segment or one level below an operating segment if certain conditions are met. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of cash inflows from other assets or groups of assets. If indicators of impairment exist, an asset or asset group is impaired if its carrying amount exceeds its fair value, being the projected future discounted cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset or asset group. Projected cash flows are based upon historical results adjusted to reflect management’s best estimate of future market and operating conditions which may differ from actual cash flows. Significant assumptions included in projected cash flows include anesthesia revenue growth rates, discount rates, and operating cost growth rates. |
Income taxes | (h) Income taxes: The Company is subject to income taxes in Canada and the United States. Judgment is required in determining the provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, it recognizes deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company recognizes the deferred income tax effects of a change in tax rates in the period of the enactment. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that management believes is more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than fifty percent likely of being realized. The Company records interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. Income tax expense is comprised of current and deferred tax. |
Share-based compensation | (i) Share-based compensation: The Company records share-based compensation related to equity classified stock options and share units granted using the fair value based method estimated using either the Black-Scholes model or Binomial method. The vesting components of graded vesting employee awards, with only a service vesting condition, are accounted for as separate share-based arrangements. Each vesting installment is measured separately and expensed over the related installment’s vesting period. Compensation cost is measured at fair value at the date of grant and expensed as employee benefits over the period in which employees unconditionally become entitled to the award. Forfeitures are estimated in recognizing share-based compensation, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. Prior to January 1, 2018, each vesting tranche of equity classified non-employee non-employee 2018-07 |
Share capital | (j) Share capital: Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares, stock options and share options are recognized as a deduction from equity, net of any tax effects. |
Earnings per share | (k) Earnings per share: The Company presents basic and diluted earnings per share (EPS) data for its common shares. Basic EPS is calculated by dividing the net income or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held, if applicable. Diluted EPS is determined by adjusting the income or loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for own shares held if applicable, for the effects of all dilutive potential common shares. Diluted EPS for year-to-date year-to-date |
Segment reporting | (l) Segment reporting: The Company’s operating segments consist of the sale of medical products and the provision of anesthesia services. |
Finance costs | (m) Finance costs: Finance cost is primarily comprised of interest on the Company’s notes payable and bank indebtedness and also includes the amortization of costs incurred to obtain loan financing and any fees in respect of arranging loan financing. Deferred finance costs are amortized using the effective interest method over the term of the related loan financing. Deferred finance costs are presented as a reduction to the related liability. |
Asset acquisitions | (n) Asset acquisitions: Asset acquisitions are accounted for using the cost accumulation and allocation method. The acquisition cost includes directly related acquisition costs. The cost of the acquisition is allocated to the net assets acquired on a relative fair value basis. Contingent consideration, where the arrangement is not a derivative, is recognized when it is probable and estimable. After the initial acquisition accounting, changes in contingent and deferred consideration are recorded within finance (income) expense. The Company’s policy is to recognize any non-controlling non-controlling |
Revenue recognition | (o) Revenue recognition: Our anesthesia service revenues are derived from anesthesia procedures performed under our professional services agreements. The fees for such services are billed either to a third party payor, including Medicare or Medicaid or to the patient. We recognize anesthesia service revenues, net of contractual adjustments and implicit price concessions, which we estimate based on the historical trend of our cash collections and contractual adjustments. Anesthesia services procedures for each patient qualify as a distinct service obligation, as they are provided simultaneously with other readily available resources during the service procedure. The transaction price is variable and not constrained. Variable consideration relates to contractual allowances, credit provisions and other discounts. The standard requires management to estimate the transaction price, including any implicit concessions from the credit approval process. The Company adopted a portfolio approach to estimate variable consideration transaction price by payor type (patient, government and/or insurer) and the specifics of the services being provided. These portfolios share characteristics such that the results of applying a portfolio approach are not materially different than if the standard was applied to individual patient contracts. Revenue is recognized upon completion of the services to the customer (patient) for practical reasons as the service period is performed over a short time period. The Company recognizes revenue from product sales at the time the product is shipped, which is when title passes to the customer, and when all significant contractual obligations have been satisfied, collection is probable and the amount of revenue can be estimated reliably. Product sales contracts generally contain a single distinct performance obligation, but multiple performance obligations may exist when multiple product types are ordered by a physician in a contract. The transaction price for product sales is fixed and no variable consideration exists. Contract consideration is allocated to each distinct performance obligation in the contract based upon available stand-alone selling prices obtained from historical sales transactions for each product. The Company recognizes revenue from product sales at the point in time when control of the goods passes to the customer (physician) when the product is shipped, which is when title passes to the customer and an obligation to pay for the goods arises. Shipping services performed after control has passed to the customer, if any, is a separate performance obligation, but was determined to be nominal. |
Adoption of new accounting standards | (p) Adoption of new accounting standards: i) Revenue from Contracts with Customers This standard establishes a comprehensive framework for determining whether, how much and when revenue is recognized. The Company adopted the standard effective January 1, 2018 applying the full retrospective method, resulting with the standard being applied to the prior reporting period with a cumulative effect of adjustment, if any, recognized as at January 1, 2017. The Company has elected to make use of the following practical expedients: • incremental costs of obtaining a contract are recognized as an expense when incurred because the amortization period of the asset that the Company otherwise would have recognized is one year or less; and • the promised amount of consideration has not been adjusted for the effects of a significant financing component because, at contract inception, the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. The adoption of this standard did not have a material impact on the results of operations or cash flows and there was no adjustment to retained earnings as at January 1, 2017. However, the standard did require the Company’s provision for net uncollectable accounts, previously recognized as bad debt expense in anesthesia services expenses, to be recognized as a reduction to anesthesia service revenues. There was no impact to the Company’s other operating segments. For the year ended December 31, 2017, the adoption of the standard resulted in a reduction of anesthesia services revenue and a similar reduction of anesthesia services expenses of $5,235,934. ii) Financial Instruments – Overall In January 2016, FASB issued ASU No. 2016-01, Financial Instruments – Overall iii) Employee Share-based Payments In March 2016, FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting iv) Clarifying the Definition of a Business In January 2017, FASB issued ASU No. 2017-01, Business Combinations (Topic 805) – Clarifying the Definition of a Business” v) Nonemployee Share-Based Payment Accounting In June 2018, FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Non-Employee non-employee non-employee non-employee non-employee |
New standards and interpretations not yet applied | (q) New standards and interpretations not yet applied: (i) ASU 2016-02 Leases In February 2016, FASB issued ASU No. 2016-02 Leases No. 2017-13, right-of-use (ii) Credit Losses In June 2016, FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326)” The Company is in the process of evaluating the impact of this standard on its balance sheet, results of operations and cash flows. |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives and the Methods of Depreciation for Current and Comparative Periods | The estimated useful lives and the methods of depreciation for the current and comparative periods are as follows: Asset Basis Rate Computer equipment Declining balance 30% Computer software Declining balance 100% Furniture and equipment Declining balance 20% Leasehold improvements Straight-line Shorter of initial lease term or useful life Injection mold Straight-line 5 years |
Intangible Assets Finite Lives Amortized Over Period | Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are measured at cost less accumulated amortization and accumulated impairment losses. Intangible assets with finite lives are amortized over the following periods: Asset Basis Rate Intellectual property rights to the CRH O’Regan System Straight-line 15 years Intellectual property new technology Straight-line 20 years Exclusive professional services agreements Straight-line 4.5 to 15 years |
Asset acquisitions (Tables)
Asset acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Summary of Asset Acquisitions | During the year ended December 31, 2018, the Company completed five asset acquisitions. These asset acquisitions have been included in the anesthesia segment of the Company and represents the following: Acquired Operation Date Acquired Consideration Shreveport Sedation Associates LLC (“SSA”) March 2018 $ 9,495,184 Western Ohio Sedation Associates LLC (“WOSA”) May 2018 $ 6,483,698 Lake Washington Anesthesia LLC (“LWA”) July 2018 $ 5,041,939 Lake Erie Sedation Associates LLC (“LESA”) September 2018 $ 4,233,115 Tennessee Valley Anesthesia Associates LLC (“TVAA”) December 2018 $ 2,255,875 During the year ended December 31, 2017, the Company completed six asset acquisitions. All asset acquisitions completed during the period have been included in the anesthesia segment of the Company and include the following: Acquired Operation Date Acquired Consideration DDAB, LLC (“DDAB”) February 2017 $ 5,278,940 Osceola Gastroenterology Anesthesia Associates, LLC (“OGAA”) March 2017 $ 3,452,247 West Florida Anesthesia Associates, LLC (“WFAA”) August 2017 $ 5,904,980 Central Colorado Anesthesia Associates, LLC (“CCAA”) September 2017 $ 7,909,243 Raleigh Sedation Associates, LLC & Blue Ridge Sedation Associates, PLLC (“RSA”) September 2017 $ 7,328,060 Alamo Sedation Associates, LLC (“ASA”) September 2017 $ 3,503,379 |
Summary of Fair Value of Consideration Transferred and Allocated Costs of Assets and Liabilities Acquired at Acquisition Date | The following table summarizes the fair value of the consideration transferred and the allocated costs of the assets and liabilities acquired at the acquisition date. SSA WOSA LWA LESA TVAA Total Cash $ 9,404,148 $ 6,409,000 $ 5,000,000 $ 4,180,000 $ 2,200,000 $ 27,193,148 Acquisition Costs 91,036 74,698 41,939 53,115 55,875 316,663 Purchase consideration $ 9,495,184 $ 6,483,698 $ 5,041,939 $ 4,233,115 $ 2,255,875 $ 27,509,811 Non-controlling $ — $ 6,229,435 $ 4,844,217 $ — $ 2,167,409 $ 13,241,061 $ 9,495,184 $ 12,713,133 $ 9,886,156 $ 4,233,115 $ 4,423,284 $ 40,750,872 Assets and liabilities acquired: Exclusive professional services agreements $ 9,391,036 $ 12,713,133 $ 9,886,155 $ 4,233,115 $ 4,423,284 $ 40,646,723 Prepaid expenses and deposits 104,149 — — — 104,149 Pre-close — — 652,506 — 652,506 Pre-close — — (652,506 ) — (652,506 ) Fair value of net identifiable assets and liabilities acquired $ 9,495,185 $ 12,713,133 $ 9,886,155 $ 4,233,115 $ 4,423,284 $ 40,750,872 Exclusive professional services agreements – amortization term 7 years 10 years 7 years 10 years 7 years CRH ownership interest 100 % 51 % 51 % 100 % 51 % The following table summarizes the fair value of the consideration transferred and the allocated costs of the assets and liabilities acquired at the acquisition date. DDAB OGAA WFAA CCAA RSA ASA Total Cash and acquisition costs $ 4,089,791 $ 3,401,819 $ 5,840,000 $ 7,888,919 $ 7,248,960 $ 3,500,000 $ 31,969,489 Acquisition costs 5,370 50,428 64,980 20,324 79,100 3,379 223,581 Contingent consideration 1,183,779 — — — — — 1,183,779 Purchase consideration $ 5,278,940 $ 3,452,247 $ 5,904,980 $ 7,909,243 $ 7,328,060 $ 3,503,379 33,376,849 Non-controlling 5,071,922 2,301,498 4,831,346 7,599,077 7,040,685 — 26,844,528 $ 10,350,862 $ 5,753,745 $ 10,736,326 $ 15,508,320 $ 14,368,745 $ 3,503,379 $ 60,221,377 Assets and liabilities acquired: Exclusive professional services agreements 10,350,862 $ 5,753,745 $ 10,724,338 $ 15,508,320 $ 14,368,745 $ 3,503,379 $ 60,209,389 Pre-close 525,000 — — — — — 525,000 Pre-close (525,000 ) — — — — — (525,000 ) Prepaid expenses and deposits — — 11,988 — — — 11,988 Fair value of net identifiable assets and liabilities acquired $ 10,350,862 $ 5,753,745 $ 10,736,326 $ 15,508,320 $ 14,368,745 $ 3,503,379 $ 60,221,377 Exclusive professional services agreements – amortization term 4.5 years 5 years 15 years 7 years 5 years 7 years CRH ownership interest 51 % 60 % 55 % 51 % 51 % 100 % |
Summary of Asset Acquisition Loan Contribution | The terms of the loans are such that they will be repaid first, prior to any future distributions and are non-interest SSA WOSA LWA LESA TVAA Total CRH member loan $ — $ 193,800 $ — $ — $ 51,000 $ 244,800 Non-controlling $ — $ 186,200 $ — $ — $ 49,000 $ 235,200 Amount outstanding at December 31, 2018 $ — $ — $ — $ — $ 100,000 $ 100,000 The terms of the loans are such that they will be repaid first, prior to any future distributions and are non-interest DDAB OGAA WFAA CCAA RSA ASA Total CRH member loan $ — $ 90,000 $ 82,500 $ 178,500 $ 204,000 $ — $ 555,000 Non-controlling $ — $ 60,000 $ 67,500 $ 171,500 $ 196,000 $ — $ 495,000 Amount outstanding at December 31, 2018 $ — $ — $ — $ — $ — $ — $ — |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Summary of Trade Receivables and Other Receivable | 2018 2017 Trade receivables, gross $ 19,373,260 $ 15,325,553 Other receivables 141,141 260,759 Less: allowance for doubtful accounts (46,598 ) (100,000 ) $ 19,467,803 $ 15,486,312 Anesthesia segment – trade receivables, gross 18,199,847 13,405,303 Product segment – trade receivables, gross 1,173,413 1,920,250 $ 19,373,260 $ 15,325,553 |
Trade and other payables (Table
Trade and other payables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Summary of Trade and Other Payables | 2018 2017 Trade payables $ 1,316,821 $ 2,042,487 Payments due to former owners of acquired entities — 76,403 Accruals and other payables 4,446,401 3,542,954 $ 5,763,222 $ 5,661,844 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: December 31, 2018 2017 Computer equipment and software $ 94,566 $ 82,055 Furniture and equipment 237,616 215,021 Leasehold improvements 5,784 5,784 Injection mold 408,062 408,062 Property and equipment $ 746,028 $ 710,922 Less: Accumulated depreciation (442,737 ) (346,556 ) Property and equipment, net $ 303,291 $ 364,366 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Professional Patents Total Cost Balance as at January 1, 2017 155,635,148 532,598 156,167,746 Additions through asset acquisitions (note 4) 60,209,389 — 60,209,389 Balance as at December 31, 2017 $ 215,844,537 $ 532,598 $ 216,377,135 Additions through asset acquisitions (note 4) 40,646,723 — 40,646,723 Balance as at December 31, 2018 $ 256,491,260 $ 532,598 $ 257,023,858 Professional Patents Total Accumulated depreciation Balance as at January 1, 2017 21,999,771 500,664 22,500,435 Amortization expense 23,752,532 (3,247 ) 23,749,285 Balance as at December 31, 2017 $ 45,752,303 $ 497,417 $ 46,249,720 Amortization expense 31,387,429 2,446 31,389,875 Balance as at December 31, 2018 $ 77,139,732 $ 499,863 $ 77,639,595 Professional Patents Total Net book value December 31, 2018 $ 179,351,528 $ 32,735 $ 179,384,263 December 31, 2017 $ 170,092,234 $ 35,181 $ 170,127,415 |
Summary of Amortization Expense to be Incurred by Company Over Next Five Years | Based on the Company’s professional services agreements in place at December 31, 2018, the Company anticipates that the amortization expense to be incurred by the Company over the next five years is as follows: Amortization For professional services agreements as at December 31, 2018: 2019 $ 33,674,000 2020 33,593,000 2021 28,287,000 2022 21,565,000 2023 17,419,000 $ 134,538,000 |
Notes payable (Tables)
Notes payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Detailed Information about Financial Covenants Ratios | As at December 31, 2018 the Company is required to maintain the following financial covenants in respect of the Facility: Financial Covenant Required Ratio Total funded debt ratio 2.50:1.00 Fixed charge coverage ratio 1.15:1.00 |
Summary of Notes Payable/Consolidated Minimum Loans Payments | The consolidated minimum loan payments (principal) for all loan agreements in the future are as follows: Minimum At December 31, 2018 2019 $ 2,500,000 2020 67,750,000 $ 70,250,000 |
Notes Payable [Member] | |
Summary of Notes Payable/Consolidated Minimum Loans Payments | December 31, 2018 2017 Current portion $ 2,239,637 $ 989,637 Non-current 67,621,470 60,061,105 Total loans and borrowings $ 69,861,107 $ 61,050,742 |
Share capital (Tables)
Share capital (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Summary of Stock Option Activity | A summary of the status of the plan as of December 31, 2018 and 2017 is as follows (options are granted in CAD and USD amounts are calculated using prevailing exchange rates): Number of Weighted average CAD USD Outstanding, January 1, 2017 1,603,124 $ 0.63 $ 0.47 Issued — — — Exercised (247,500 ) 0.32 0.25 Forfeited (10,937 ) 0.60 0.48 Expired — — — Outstanding, December 31, 2017 1,344,687 0.69 0.55 Issued — — — Exercised — — — Forfeited — — — Expired — — — Outstanding, December 31, 2018 1,344,687 0.69 0.50 |
Schedule of Information With Respect to Stock Options Outstanding and Exercisable | The following table summarizes information about the stock options outstanding as at: December 31, 2018: Exercise price Options outstanding Options exercisable $CAD $USD Number Weighted Weighted Weighted Number Weighted Weighted 0.44 – 0.51 1,344,687 5.05 0.69 0.50 1,344,687 0.69 0.50 All options are vested as of December 31, 2018 and 2017. December 31, 2017: Exercise price Options outstanding Options exercisable $CAD $USD Number Weighted Weighted Weighted Number Weighted Weighted 0.60 – 0.70 0.48 – 0.56 1,344,687 6.05 0.69 0.55 1,272,812 0.68 0.54 |
Summary of Status of Plan for Other Equity Instruments | A summary of the status of the plan as of December 31, 2018 and 2017 is as follows: Time based Performance Outstanding, January 1, 2017 1,068,000 2,350,000 Issued 324,000 — Exercised (302,000 ) (1,000,000 ) Forfeited (53,500 ) — Expired — — Outstanding, December 31, 2017 1,036,500 1,350,000 Vested — — Expected to vest 1,036,500 1,100,000 Outstanding, January 1, 2018 1,036,500 1,350,000 Issued 452,125 150,000 Exercised (364,000 ) — Forfeited (79,375 ) — Expired — — Outstanding, December 31, 2018 1,045,250 1,500,000 Vested — — Expected to vest 1,045,250 1,100,000 Time based Performance Outstanding, January 1, 2017 1,036,500 1,350,000 Weighted average contractual life (years) 2.96 8.86 Outstanding, December 31, 2017 1,045,250 1,500,000 Weighted average contractual life (years) 2.74 7.99 |
Summary of Calculation of Basic Earnings Per Share | The calculation of basic earnings per share for the years ended December 31, 2018 and 2017 is as follows: 2018 2017 Net earnings Weighted Per share Net earnings Weighted Per share Net earnings attributable to shareholders: Earnings per common share: Basic $ 4,679,921 72,582,733 $ 0.064 $ 12,078,853 73,712,670 $ 0.164 Share options 1,122,708 925,286 Share units 379,731 418,047 Diluted $ 4,679,921 74,085,172 $ 0.063 $ 12,078,853 75,056,003 $ 0.161 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense (Recovery) | (a) Income tax expense is comprised of the following: 2018 2017 Current tax expense $ 5,119,062 $ 4,403,358 Deferred tax expense (recovery): (2,407,176 ) 2,755,707 Total tax expense (recovery) $ 2,711,886 $ 7,159,065 The reconciliation of income tax computed at statutory tax rates to income tax expense, using a 27% (2017 – 23%) statutory rate, is: 2018 2017 Net income before tax – Canada $ 5,957,089 $ 10,239,231 Net income before tax – United States 9,770,714 16,094,904 Net income before tax – All jurisdictions $ 15,727,803 $ 26,334,135 Tax expense at statutory income tax rates $ 4,259,890 $ 6,060,003 Permanent differences 503,964 (513,050 ) Income attributable to non-controlling (2,245,809 ) (1,571,060 ) Foreign income taxed at different rates (26,042 ) 1,458,302 Impact of change in tax rates 216,295 1,767,124 Other 3,588 (42,254 ) Total tax expense (recovery) $ 2,711,886 $ 7,159,065 |
Summary of Deferred Tax Assets and Liabilities | The Company had the following deferred tax assets and liabilities resulting from temporary differences recognized for financial statement and income tax purposes. 2018 2017 Deferred tax assets: Property and equipment $ 356 3,501 Intangible assets 4,752,898 2,448,322 Finance related costs 375,182 472,428 Reserves — 34,048 Share transaction costs 87,337 196,508 Stock-based compensation 534,926 410,448 Earn-out 732,986 499,052 Deferred tax liabilities: Property and equipment (40,357 ) (3,396 ) Deferred consideration (18,388 ) (44,255 ) Reserves (55,568 ) (41,205 ) Unrealized foreign exchange (20,698 ) — Finance related costs (68,938 ) (173,193 ) Net deferred tax asset $ 6,279,736 $ 3,802,258 Deferred tax assets by jurisdiction 2018 2017 Canada: Deferred tax asset $ 87,343 $ 200,009 Deferred tax liability (109,294 ) (173,194 ) Net deferred tax asset (liability) $ (21,951 ) $ 26,815 United States: Deferred tax asset $ 6,396,340 $ 3,864,298 Deferred tax liability (94,654 ) (88,855 ) Net deferred tax asset (liability) $ 6,301,687 $ 3,775,443 |
Net finance expense (Tables)
Net finance expense (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Summary of Net Finance Expense | Recognized in earnings in the years ended December 31: 2018 2017 Finance income: Foreign exchange gain $ — $ — Net change in fair value of financial liabilities at fair value through earnings (note 13) — (11,825,256 ) Total finance income $ — $ (11,825,256 ) Finance expense: Interest and accretion expense on borrowings $ 3,168,762 $ 3,322,321 Accretion expense on earn-out 166,575 600,602 Amortization of deferred financing fees 260,363 204,057 Net change in fair value of financial liabilities at fair value through earnings 971,627 — Foreign exchange loss — 88,084 Extinguishment of notes payable and bank indebtedness — 2,044,867 Other — 50,475 Total finance expense $ 4,567,327 $ 6,310,406 Net finance (income) expense $ 4,567,327 $ (5,514,850 ) |
Financial instruments (Tables)
Financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Schedule of Fair Value of Financial Instruments | Liabilities December 31, Level 1 Level 2 Level 3 Earn-out $ 2,920,583 $ — $ — $ 2,920,583 Total $ 2,920,583 $ — $ — $ 2,920,583 Liabilities December 31, Level 1 Level 2 Level 3 Earn-out $ 1,875,427 $ — $ — $ 1,875,427 Total $ 1,875,427 $ — $ — $ 1,875,427 |
Summary of Reconciliation of Level 3 Fair Values | Reconciliation of level 3 fair values: Earn-out Balance as at January 1, 2018 $ 1,875,427 Payment — Recorded in finance expense: Accretion expense 73,529 Fair value adjustment 971,627 Balance as at December 31, 2018 $ 2,920,583 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Minimum Payments Required for the Lease of Premises | (a) The following are the minimum payments required for the lease of premises: Less than one year $ 364,068 One to three years 229,764 Four to five years — Thereafter — Total $ 593,832 |
Segmented information (Tables)
Segmented information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Summary of Revenues Relating to Geographic Segments | The revenues relating to geographic segments based on customer location, in United States dollars, for the years ended December 31, 2018 and 2017 are as follows: 2018 2017 Revenue: Canada and other $ 271,803 $ 238,342 United States 112,477,577 94,767,803 Total $ 112,749,380 $ 95,006,145 |
Summary of Revenue from Contract with Customer | The Company’s revenues are disaggregated below into categories which differ in terms of the economic factors which impact the amount, timing and uncertainty of revenue and cash flows. 2018 2017 Revenue: Commercial Insurers $ 86,992,218 $ 72,264,107 Federal Insurers 14,246,626 10,568,096 Physicians 10,959,215 11,501,005 Other 551,321 672,937 Total $ 112,749,380 $ 95,006,145 |
Summary of Property and Equipment, Intangibles and Other Assets Located in Geographic Regions | The Company’s property and equipment, intangibles, other assets and total assets are located in the following geographic regions as at December 31, 2018 and 2017: 2018 2017 Property and equipment: Canada $ 276,621 $ 347,676 United States 26,670 16,690 Total $ 303,291 $ 364,366 Intangible assets: Canada $ 32,735 $ 35,181 United States 179,351,528 170,092,234 Total $ 179,384,263 $ 170,127,415 Total assets: Canada $ 9,293,796 $ 4,595,719 United States 209,694,200 199,359,786 Total $ 218,987,996 $ 203,955,505 |
Summary of Operating Segments | The financial measures reviewed by the Company’s Chief Operating Decision Maker are presented below for the years ended December 31, 2018 and 2017. The Company does not allocate expenses related to corporate activities. These expenses are presented within “Other” to allow for reconciliation to reported measures. 2018 Anesthesia Product sales Other Total Revenue $ 101,790,165 $ 10,959,215 $ — $ 112,749,380 Operating costs 81,079,150 5,022,737 6,352,363 92,454,250 Operating income (loss) $ 20,711,015 $ 5,936,478 $ (6,352,363 ) $ 20,295,130 2017 Anesthesia Product sales Other Total Revenue $ 83,505,140 $ 11,501,005 $ — $ 95,006,145 Operating costs 62,135,447 4,997,550 7,053,863 74,186,860 Operating income (loss) $ 21,369,693 $ 6,503,455 $ (7,053,863 ) $ 20,819,285 Additionally, the company incurs the following in each of its operating segments: 2018 Anesthesia Product sales Other Total Finance income $ — $ — $ — $ — Finance expense 1,138,200 — 3,429,127 4,567,327 Depreciation and amortization expense 31,394,245 68,509 23,301 31,486,055 2017 Anesthesia Product sales Other Total Finance income $ (11,825,256 ) $ — $ — $ (11,825,256 ) Finance expense 600,602 — 5,709,804 6,310,406 Depreciation and amortization expense 23,762,012 56,907 15,481 23,834,400 |
Significant Accounting Polici_4
Significant Accounting Policies - Estimated Useful Lives and the Methods of Depreciation for Current and Comparative Periods (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Basis | Straight-line |
Lease term or useful life | Shorter of initial lease term or useful life |
Injection Mold [Member] | |
Property, Plant and Equipment [Line Items] | |
Basis | Straight-line |
Lease term or useful life | 5 years |
Computer Equipment and Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Basis | Declining balance |
Rate | 30 |
Computer Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Basis | Declining balance |
Rate | 100 |
Furniture And Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Basis | Declining balance |
Rate | 20 |
Significant Accounting Polici_5
Significant Accounting Policies - Intangible Assets Finite Lives Amortized Over Period (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Intellectual Property Rights to the CRH O'Regan System [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Basis | Straight-line |
Rate | 15 years |
Intellectual Property New Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Basis | Straight-line |
Rate | 20 years |
Exclusive Professional Services Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Basis | Straight-line |
Minimum [Member] | Exclusive Professional Services Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Rate | 4 years 6 months |
Maximum [Member] | Exclusive Professional Services Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Rate | 15 years |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Significant Accounting Policies [Line Items] | ||
Minimum percentage likelihood to recognize tax benefit from uncertain tax position | 50.00% | |
Revenue, practical expedient, incremental cost of obtaining contract | true | |
Revenue, practical expedient, financing component | true | |
Reduction of anesthesia services expenses | $ 92,454,250 | $ 74,186,860 |
Reduction of anesthesia services expenses | 112,749,380 | 95,006,145 |
Capitalization of acquisition costs | 116,025 | |
Accounting Standards Update 2016-09 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Tax expense related to awards | 952,495 | |
Accounting Standards Update 2017-01 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Capitalization of acquisition costs | 223,581 | |
Accounting Standards Update 2017-01 [Member] | Intangible Assets [Member] | ||
Significant Accounting Policies [Line Items] | ||
Net allocation of expenses | 381,794 | |
Accounting Standards Update 2017-01 [Member] | Non-Controlling Interest [Member] | ||
Significant Accounting Policies [Line Items] | ||
Net allocation of expenses | 173,194 | |
Accounting Standards Update 2017-01 [Member] | Retained Earnings (Deficit) [Member] | ||
Significant Accounting Policies [Line Items] | ||
Net allocation of expenses | 14,274 | |
Anesthesia Services [Member] | ||
Significant Accounting Policies [Line Items] | ||
Reduction of anesthesia services expenses | 81,079,150 | 62,135,447 |
Reduction of anesthesia services expenses | $ 101,790,165 | 83,505,140 |
Anesthesia Services [Member] | Accounting Standards Update 2014-09 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Reduction of anesthesia services expenses | 5,235,934 | |
Anesthesia Services [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Reduction of anesthesia services expenses | (5,235,934) | |
Anesthesia Services [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2017-01 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Reduction of anesthesia services expenses | $ (194,326) |
Asset Acquisitions - Additional
Asset Acquisitions - Additional Information - 2018 Acquisitions (Detail) | Jul. 01, 2018USD ($) | Dec. 31, 2018USD ($)Acquisition | Dec. 31, 2017USD ($)Acquisition | Oct. 31, 2018 |
Business Acquisition [Line Items] | ||||
Number of asset acquisitions completed | Acquisition | 5 | 6 | ||
Asset acquired control, description | The Company has obtained control over the acquired assets via the Company’s majority ownership in the shares of the entities and its agreements with the non-controlling interest shareholders. | The Company has obtained control over the acquired assets via the Company’s majority ownership in the shares of the entities and its agreements with the non-recurring interest shareholders. | ||
Business combination loan contribution description | For those asset acquisitions where CRH ownership interest is less than 100%, in conjunction with the acquisition, both the Company and the non-controlling interest shareholder contributed loans. The terms of the loans are such that they will be repaid first, prior to any future distributions and are non-interest bearing. | For those asset acquisitions where CRH ownership interest is less than 100%, in conjunction with the acquisition, both the Company and the non-controllinginterest shareholder contributed loans. The terms of the loans are such that they will be repaid first, prior to any future distributions and are non-interest bearing. | ||
Short-term advances | $ 26,783 | |||
Anesthesia Services [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, Legal costs | $ 316,663 | $ 223,581 | ||
Anesthesia Services [Member] | Triad Sedation Associates LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of equity interest | 15.00% | |||
Option to acquire additional interest | 36.00% | |||
Lake Washington Anesthesia LLC [Member] | Anesthesia Services [Member] | ||||
Business Acquisition [Line Items] | ||||
Working capital advance | $ 254,351 | |||
Short-term advances | $ 26,783 | |||
Business acquisition, Legal costs | 41,939 | |||
Anesthesia Care Associates, LLC [Member] | Anesthesia Services [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, Legal costs | $ 116,025 |
Asset Acquisitions - Summary of
Asset Acquisitions - Summary of Asset Acquisitions (Detail) - Anesthesia Services [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||
Consideration | $ 27,509,811 | $ 33,376,849 |
DDAB LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2017-02 | |
Consideration | $ 5,278,940 | |
Osceola Gastroenterology Anesthesia Associates, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2017-03 | |
Consideration | $ 3,452,247 | |
West Florida Anesthesia Associates, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2017-08 | |
Consideration | $ 5,904,980 | |
Central Colorado Anesthesia Associates, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2017-09 | |
Consideration | $ 7,909,243 | |
Raleigh Sedation Associates, LLC & Blue Ridge Sedation Associates, PLLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2017-09 | |
Consideration | $ 7,328,060 | |
Alamo Sedation Associates, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2017-09 | |
Consideration | $ 3,503,379 | |
Shreveport Sedation Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2018-03 | |
Consideration | $ 9,495,184 | |
Western Ohio Sedation Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2018-05 | |
Consideration | $ 6,483,698 | |
Lake Washington Anesthesia LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2018-07 | |
Consideration | $ 5,041,939 | |
Lake Erie Sedation Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2018-09 | |
Consideration | $ 4,233,115 | |
Tennessee Valley Anesthesia LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2018-12 | |
Consideration | $ 2,255,875 |
Asset Acquisitions - Summary _2
Asset Acquisitions - Summary of Fair Value of Consideration Transferred and Allocated Costs of Assets and Liabilities Acquired at Acquisition Date (Detail) - Anesthesia Services [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||
Cash | $ 27,193,148 | $ 31,969,489 |
Acquisition costs | 316,663 | 223,581 |
Contingent consideration | 1,183,779 | |
Purchase consideration | 27,509,811 | 33,376,849 |
Non-controlling interest | 13,241,061 | 26,844,528 |
Fair value of net identifiable assets and liabilities acquired | 40,750,872 | 60,221,377 |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 40,646,723 | 60,209,389 |
Pre-close accounts receivable | 652,506 | 525,000 |
Pre-close accounts payable | (652,506) | (525,000) |
Prepaid expenses and deposits | 104,149 | 11,988 |
Fair value of net identifiable assets and liabilities acquired | $ 40,750,872 | 60,221,377 |
Exclusive professional services agreements - amortization term | 0 years | |
Shreveport Sedation Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 9,404,148 | |
Acquisition costs | 91,036 | |
Purchase consideration | 9,495,184 | |
Fair value of net identifiable assets and liabilities acquired | 9,495,184 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 9,391,036 | |
Prepaid expenses and deposits | 104,149 | |
Fair value of net identifiable assets and liabilities acquired | $ 9,495,185 | |
Exclusive professional services agreements - amortization term | 7 years | |
CRH ownership interest | 100.00% | |
Western Ohio Sedation Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 6,409,000 | |
Acquisition costs | 74,698 | |
Purchase consideration | 6,483,698 | |
Non-controlling interest | 6,229,435 | |
Fair value of net identifiable assets and liabilities acquired | 12,713,133 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 12,713,133 | |
Fair value of net identifiable assets and liabilities acquired | $ 12,713,133 | |
Exclusive professional services agreements - amortization term | 10 years | |
CRH ownership interest | 51.00% | |
Lake Washington Anesthesia LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 5,000,000 | |
Acquisition costs | 41,939 | |
Purchase consideration | 5,041,939 | |
Non-controlling interest | 4,844,217 | |
Fair value of net identifiable assets and liabilities acquired | 9,886,156 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 9,886,155 | |
Pre-close accounts receivable | 652,506 | |
Pre-close accounts payable | (652,506) | |
Fair value of net identifiable assets and liabilities acquired | $ 9,886,155 | |
Exclusive professional services agreements - amortization term | 7 years | |
CRH ownership interest | 51.00% | |
Lake Erie Sedation Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 4,180,000 | |
Acquisition costs | 53,115 | |
Purchase consideration | 4,233,115 | |
Fair value of net identifiable assets and liabilities acquired | 4,233,115 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 4,233,115 | |
Fair value of net identifiable assets and liabilities acquired | $ 4,233,115 | |
Exclusive professional services agreements - amortization term | 10 years | |
CRH ownership interest | 100.00% | |
Tennessee Valley Anesthesia LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 2,200,000 | |
Acquisition costs | 55,875 | |
Purchase consideration | 2,255,875 | |
Non-controlling interest | 2,167,409 | |
Fair value of net identifiable assets and liabilities acquired | 4,423,284 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 4,423,284 | |
Fair value of net identifiable assets and liabilities acquired | $ 4,423,284 | |
Exclusive professional services agreements - amortization term | 7 years | |
CRH ownership interest | 51.00% | |
DDAB LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 4,089,791 | |
Acquisition costs | 5,370 | |
Contingent consideration | 1,183,779 | |
Purchase consideration | 5,278,940 | |
Non-controlling interest | 5,071,922 | |
Fair value of net identifiable assets and liabilities acquired | 10,350,862 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 10,350,862 | |
Pre-close accounts receivable | 525,000 | |
Pre-close accounts payable | (525,000) | |
Fair value of net identifiable assets and liabilities acquired | $ 10,350,862 | |
Exclusive professional services agreements - amortization term | 4 years 6 months | |
CRH ownership interest | 51.00% | |
Osceola Gastroenterology Anesthesia Associates, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 3,401,819 | |
Acquisition costs | 50,428 | |
Purchase consideration | 3,452,247 | |
Non-controlling interest | 2,301,498 | |
Fair value of net identifiable assets and liabilities acquired | 5,753,745 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 5,753,745 | |
Fair value of net identifiable assets and liabilities acquired | $ 5,753,745 | |
Exclusive professional services agreements - amortization term | 5 years | |
CRH ownership interest | 60.00% | |
West Florida Anesthesia Associates, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 5,840,000 | |
Acquisition costs | 64,980 | |
Purchase consideration | 5,904,980 | |
Non-controlling interest | 4,831,346 | |
Fair value of net identifiable assets and liabilities acquired | 10,736,326 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 10,724,338 | |
Prepaid expenses and deposits | 11,988 | |
Fair value of net identifiable assets and liabilities acquired | $ 10,736,326 | |
Exclusive professional services agreements - amortization term | 15 years | |
CRH ownership interest | 55.00% | |
Central Colorado Anesthesia Associates, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 7,888,919 | |
Acquisition costs | 20,324 | |
Purchase consideration | 7,909,243 | |
Non-controlling interest | 7,599,077 | |
Fair value of net identifiable assets and liabilities acquired | 15,508,320 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 15,508,320 | |
Fair value of net identifiable assets and liabilities acquired | $ 15,508,320 | |
Exclusive professional services agreements - amortization term | 7 years | |
CRH ownership interest | 51.00% | |
Raleigh Sedation Associates, LLC & Blue Ridge Sedation Associates, PLLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 7,248,960 | |
Acquisition costs | 79,100 | |
Purchase consideration | 7,328,060 | |
Non-controlling interest | 7,040,685 | |
Fair value of net identifiable assets and liabilities acquired | 14,368,745 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 14,368,745 | |
Fair value of net identifiable assets and liabilities acquired | $ 14,368,745 | |
Exclusive professional services agreements - amortization term | 5 years | |
CRH ownership interest | 51.00% | |
Alamo Sedation Associates, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 3,500,000 | |
Acquisition costs | 3,379 | |
Purchase consideration | 3,503,379 | |
Fair value of net identifiable assets and liabilities acquired | 3,503,379 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 3,503,379 | |
Fair value of net identifiable assets and liabilities acquired | $ 3,503,379 | |
Exclusive professional services agreements - amortization term | 7 years | |
CRH ownership interest | 100.00% |
Asset acquisitions - Summary _3
Asset acquisitions - Summary of Asset Acquisition Loan Contribution (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Acquisition Date [Line Items] | ||
Amount outstanding at December 31, 2018 | $ 49,000 | $ 435,000 |
Anesthesia Services [Member] | ||
Acquisition Date [Line Items] | ||
CRH member loan | 244,800 | 555,000 |
Non-controlling interest member loan | 235,200 | 495,000 |
Amount outstanding at December 31, 2018 | 100,000 | |
Western Ohio Sedation Associates LLC [Member] | Anesthesia Services [Member] | ||
Acquisition Date [Line Items] | ||
CRH member loan | 193,800 | |
Non-controlling interest member loan | 186,200 | |
Tennessee Valley Anesthesia LLC [Member] | Anesthesia Services [Member] | ||
Acquisition Date [Line Items] | ||
CRH member loan | 51,000 | |
Non-controlling interest member loan | 49,000 | |
Amount outstanding at December 31, 2018 | $ 100,000 | |
Osceola Gastroenterology Anesthesia Associates, LLC [Member] | Anesthesia Services [Member] | ||
Acquisition Date [Line Items] | ||
CRH member loan | 90,000 | |
Non-controlling interest member loan | 60,000 | |
West Florida Anesthesia Associates, LLC [Member] | Anesthesia Services [Member] | ||
Acquisition Date [Line Items] | ||
CRH member loan | 82,500 | |
Non-controlling interest member loan | 67,500 | |
Central Colorado Anesthesia Associates, LLC [Member] | Anesthesia Services [Member] | ||
Acquisition Date [Line Items] | ||
CRH member loan | 178,500 | |
Non-controlling interest member loan | 171,500 | |
Raleigh Sedation Associates, LLC & Blue Ridge Sedation Associates, PLLC [Member] | Anesthesia Services [Member] | ||
Acquisition Date [Line Items] | ||
CRH member loan | 204,000 | |
Non-controlling interest member loan | $ 196,000 |
Asset Acquisitions - Addition_2
Asset Acquisitions - Additional Information - 2017 Acquisitions (Detail) | Mar. 31, 2017USD ($) | Dec. 31, 2018Acquisition | Dec. 31, 2017Acquisition |
Business Acquisition [Line Items] | |||
Number of asset acquisitions completed | Acquisition | 5 | 6 | |
DDAB LLC [Member] | Anesthesia Services [Member] | |||
Business Acquisition [Line Items] | |||
Working capital advance | $ | $ 71,819 |
Trade and Other Receivables - S
Trade and Other Receivables - Summary of Trade Receivables and Other Receivable (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Balance Sheet Related Disclosures [Line Items] | ||
Accounts receivables | $ 19,373,260 | $ 15,325,553 |
Other receivables | 141,141 | 260,759 |
Less: allowance for doubtful accounts | (46,598) | (100,000) |
Receivables net current | 19,467,803 | 15,486,312 |
Anesthesia Services [Member] | ||
Balance Sheet Related Disclosures [Line Items] | ||
Accounts receivables | 18,199,847 | 13,405,303 |
Product Sales [Member] | ||
Balance Sheet Related Disclosures [Line Items] | ||
Accounts receivables | $ 1,173,413 | $ 1,920,250 |
Trade and Other Payables - Summ
Trade and Other Payables - Summary of Trade and Other Payables (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instruments [Abstract] | ||
Trade payables | $ 1,316,821 | $ 2,042,487 |
Payments due to former owners of acquired entities | 76,403 | |
Accruals and other payables | 4,446,401 | 3,542,954 |
Total | $ 5,763,222 | $ 5,661,844 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 746,028 | $ 710,922 |
Less: Accumulated depreciation | (442,737) | (346,556) |
Property and equipment, net | 303,291 | 364,366 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 94,566 | 82,055 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 237,616 | 215,021 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 5,784 | 5,784 |
Injection Mold [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 408,062 | $ 408,062 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 216,377,135 | $ 156,167,746 |
Additions through asset acquisitions (note 4) | 40,646,723 | 60,209,389 |
Ending balance | 257,023,858 | 216,377,135 |
Beginning balance | 46,249,720 | 22,500,435 |
Amortization expense | 31,389,875 | 23,749,285 |
Ending balance | 77,639,595 | 46,249,720 |
Net balance | 179,384,263 | 170,127,415 |
Professional Services Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 215,844,537 | 155,635,148 |
Additions through asset acquisitions (note 4) | 40,646,723 | 60,209,389 |
Ending balance | 256,491,260 | 215,844,537 |
Beginning balance | 45,752,303 | 21,999,771 |
Amortization expense | 31,387,429 | 23,752,532 |
Ending balance | 77,139,732 | 45,752,303 |
Net balance | 179,351,528 | 170,092,234 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 532,598 | 532,598 |
Ending balance | 532,598 | 532,598 |
Beginning balance | 497,417 | 500,664 |
Amortization expense | 2,446 | (3,247) |
Ending balance | 499,863 | 497,417 |
Net balance | $ 32,735 | $ 35,181 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2018USD ($)Services | Dec. 31, 2017Services | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Number of professional services agreements identified with impairment indicators | 4 | 2 |
Number of professional services agreements identified for impairment upon undiscounted cash flow models | 2 | |
Renewal term of professional services agreements | 4 years | |
Impairment of Intangible Assets | $ | $ 0 | |
Weighted average amortization period | 6 years 2 months 23 days |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Amortization Expense to be Incurred by Company Over Next Five Years (Detail) - Professional Services Agreements [Member] | Dec. 31, 2018USD ($) |
Finite Lived Intangible Assets, Future Amortization Expense [Line Items] | |
2019 | $ 33,674,000 |
2020 | 33,593,000 |
2021 | 28,287,000 |
2022 | 21,565,000 |
2023 | 17,419,000 |
Amortization Expense | $ 134,538,000 |
Notes Payable - Summary Of Note
Notes Payable - Summary Of Notes Payable (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Notes Payable [Line Items] | ||
Total loans and borrowings | $ 70,250,000 | |
Scotia Facility [Member] | ||
Notes Payable [Line Items] | ||
Current portion | 2,239,637 | $ 989,637 |
Non-current portion | 67,621,470 | 60,061,105 |
Total loans and borrowings | $ 69,861,107 | $ 61,050,742 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - Scotia Facility [Member] - USD ($) | Jun. 26, 2017 | Nov. 24, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 15, 2016 |
Notes Payable [Line Items] | |||||
Credit facility maturity date | Jun. 26, 2020 | Apr. 30, 2018 | |||
Credit facility maximum borrowing capacity | $ 100,000,000 | $ 55,000,000 | |||
Amendment fees incurred | $ 445,598 | ||||
Credit facility drawn amount | $ 70,250,000 | $ 61,700,000 | |||
Borrowings, adjustment to interest rate basis | 2.50% | ||||
Borrowing interest rate | LIBOR plus 2.50% | ||||
Increase decrease in borrowing capacity | $ 0 | ||||
Deferred or new financing fees | $ 0 |
Notes Payable - Summary of Deta
Notes Payable - Summary of Detailed Information about Financial Covenants Ratios (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Total funded debt ratio | 2.50 |
Fixed charge coverage ratio | 1.15 |
Notes Payable - Summary Of Cons
Notes Payable - Summary Of Consolidated Minimum Loan Payments (Detail) | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 2,500,000 |
2020 | 67,750,000 |
Total loans and borrowings | $ 70,250,000 |
Share Capital - Additional Info
Share Capital - Additional Information (Detail) | Jan. 04, 2019shares | Jan. 05, 2018shares | Nov. 08, 2017shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CAD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017CAD ($)$ / sharesshares |
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | |||||||
Number of shares authorized | 100,000,000 | 100,000,000 | |||||
Stock option description | All options under the Plan will be subject to vesting provisions determined by the Board of Directors, over a period of not less than 18 months, in equal portions on a quarterly basis. Options granted to consultants providing investor relations activities will vest at the end of 12 months or longer from the date of issuance. | All options under the Plan will be subject to vesting provisions determined by the Board of Directors, over a period of not less than 18 months, in equal portions on a quarterly basis. Options granted to consultants providing investor relations activities will vest at the end of 12 months or longer from the date of issuance. | |||||
Share based payment awards issued | 0 | 0 | 0 | 0 | |||
Number of other equity instruments issued | 292,549 | 292,549 | |||||
Share-based compensation expense | $ | $ 468 | $ 22,179 | |||||
Compensation expense related to granting and vesting of share unit | $ | $ 2,800,280 | $ 4,013,891 | |||||
Shares approved in normal course issuer bid | 7,044,410 | ||||||
Maximum percentage of shares approved in normal course issuer bid | 10.00% | ||||||
Maximum daily repurchase in normal course issuer bid | 46,958 | ||||||
Repurchase of shares | 1,264,900 | 1,264,900 | 1,339,800 | 1,339,800 | |||
Total cost, including transaction fee | $ 3,784,733 | $ 4,945,155 | $ 2,872,713 | $ 3,669,120 | |||
Repurchased shares canceled | 10,400 | 72,400 | 72,400 | 72,400 | 1,267,400 | 1,267,400 | |
Shares repurchased in connection with normal course issuer bid and cancelled, shares | 1,254,500 | 1,254,500 | |||||
Restricted Stock Units (RSUs) [Member] | |||||||
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | |||||||
Share based payment awards, authorized to grant | 1,057,534 | 1,057,534 | |||||
Employee Stock Option [Member] | |||||||
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | |||||||
Share based payment awards issued | 0 | 0 | |||||
Number of shares authorized to grant | 2,258,097 | 2,258,097 | |||||
Number of other equity instruments issued | 1,198,495 | 1,198,495 | |||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ | $ 147,730 | ||||||
Number of other equity instruments vested | 1,272,812 | 1,272,812 | |||||
Share options [Member] | |||||||
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | |||||||
Shares excluded from diluted weighted average number of common shares calculation | 221,979 | 221,979 | 539,624 | 539,624 | |||
Share units [Member] | |||||||
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | |||||||
Shares excluded from diluted weighted average number of common shares calculation | 2,095,260 | 2,095,260 | 2,094,363 | 2,094,363 | |||
Time Based Restricted Share Unit [Member] | |||||||
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | |||||||
Number of other equity instruments issued | 364,000 | 364,000 | 324,000 | 324,000 | |||
Number of other equity instruments vested | 364,000 | 364,000 | 302,000 | 302,000 | |||
Weighted average exercise price of other equity instruments issued | (per share) | $ 3.31 | $ 4.16 | |||||
Time Based Restricted Share Unit [Member] | Additional Share Unit Issuance [Member] | |||||||
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | |||||||
Number of other equity instruments issued | 452,125 | 452,125 | |||||
Weighted average exercise price of other equity instruments issued | (per share) | $ 3.45 | $ 4.71 | |||||
Performance Based Restricted Stock Units [Member] | Additional Share Unit Issuance [Member] | |||||||
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | |||||||
Number of other equity instruments issued | 150,000 | 150,000 | |||||
Weighted average exercise price of other equity instruments issued | (per share) | $ 2.78 | $ 3.79 |
Share Capital - Summary of Stoc
Share Capital - Summary of Stock Option Activity (Detail) | 12 Months Ended | |||
Dec. 31, 2018$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2017$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Number of options, Beginning balance | 1,344,687 | 1,344,687 | 1,603,124 | 1,603,124 |
Issued | 0 | 0 | 0 | 0 |
Exercised | (247,500) | (247,500) | ||
Forfeited | (10,937) | (10,937) | ||
Expired | 0 | 0 | 0 | 0 |
Number of options, Ending balance | 1,344,687 | 1,344,687 | 1,344,687 | 1,344,687 |
Weighted average exercise price, Beginning balance | (per share) | $ 0.69 | $ 0.55 | $ 0.63 | $ 0.47 |
Weighted average exercise price, Issued | (per share) | 0 | 0 | 0 | 0 |
Weighted average exercise price, Exercised | (per share) | 0.32 | 0.25 | ||
Weighted average exercise price, Forfeited | (per share) | 0.60 | 0.48 | ||
Weighted average exercise price, Expired | (per share) | 0 | 0 | 0 | 0 |
Weighted average exercise price, Ending balance | (per share) | $ 0.69 | $ 0.50 | $ 0.69 | $ 0.55 |
Share Capital - Schedule Of Inf
Share Capital - Schedule Of Information With Respect To Stock Options Outstanding And Exercisable (Detail) - Exercise Price Range One [Member] | 12 Months Ended | ||||
Dec. 31, 2018$ / shares$ / sharesshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2017$ / shares$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | |
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Exercise price | (per share) | $ 0.44 | $ 0.60 | $ 0.48 | ||
Exercise price | (per share) | $ 0.51 | $ 0.70 | $ 0.56 | ||
Number of options | 1,344,687 | 1,344,687 | 1,344,687 | 1,344,687 | 1,344,687 |
Options outstanding Weighted average remaining contractual life (years) | 5 years 18 days | 6 years 18 days | 6 years 18 days | ||
Options outstanding Weighted average exercise price ($CAD) | (per share) | $ 0.69 | $ 0.69 | $ 0.69 | $ 0.50 | $ 0.55 |
Number of options | 1,344,687 | 1,272,812 | 1,272,812 | 1,344,687 | 1,272,812 |
Options exercisable Weighted average exercise price ($CAD) | (per share) | $ 0.69 | $ 0.68 | $ 0.68 | $ 0.50 | $ 0.54 |
Share Capital - Summary of Stat
Share Capital - Summary of Status of Plan for Other Equity Instruments (Detail) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Time Based Share [Member] | ||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||
Beginning balance | 1,036,500 | 1,068,000 |
Issued | 452,125 | 324,000 |
Exercised | (364,000) | (302,000) |
Forfeited | (79,375) | (53,500) |
Expired | 0 | 0 |
Ending balance | 1,045,250 | 1,036,500 |
Vested | 0 | 0 |
Expected to vest | 1,045,250 | |
Expected to vest | 1,036,500 | |
Weighted average contractual life (years) | 2 years 8 months 26 days | 2 years 11 months 15 days |
Performance Based Share [Member] | ||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||
Beginning balance | 1,350,000 | 2,350,000 |
Issued | 150,000 | |
Exercised | (1,000,000) | |
Expired | 0 | 0 |
Ending balance | 1,500,000 | 1,350,000 |
Vested | 0 | 0 |
Expected to vest | 1,100,000 | |
Expected to vest | 1,100,000 | |
Weighted average contractual life (years) | 7 years 11 months 26 days | 8 years 10 months 9 days |
Share Capital - Summary of Calc
Share Capital - Summary of Calculation of Basic Earnings Per Share (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Basic | $ 4,679,921 | $ 12,078,853 |
Diluted | $ 4,679,921 | $ 12,078,853 |
Shares | 72,582,733 | 73,712,670 |
Diluted | 74,085,172 | 75,056,003 |
Basic | $ 0.064 | $ 0.164 |
Diluted | $ 0.063 | $ 0.161 |
Share options [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Shares | 1,122,708 | 925,286 |
Share units [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Shares | 379,731 | 418,047 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense (Recovery) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Line Items] | ||
Current tax expense | $ 5,119,062 | $ 4,403,358 |
Deferred tax expense (recovery): | (2,407,176) | 2,755,707 |
Total tax expense (recovery) | 2,711,886 | 7,159,065 |
Net income before tax - All jurisdictions | 15,727,803 | 26,334,135 |
Tax expense at statutory income tax rates | 4,259,890 | 6,060,003 |
Permanent differences | 503,964 | (513,050) |
Income attributable to non-controlling interest | (2,245,809) | (1,571,060) |
Foreign income taxed at different rates | (26,042) | 1,458,302 |
Impact of change in tax rates | 216,295 | 1,767,124 |
Other | 3,588 | (42,254) |
Total tax expense (recovery) | 2,711,886 | 7,159,065 |
Canada [Member] | ||
Income Tax Disclosure [Line Items] | ||
Net income before tax - All jurisdictions | 5,957,089 | 10,239,231 |
UNITED STATES | ||
Income Tax Disclosure [Line Items] | ||
Net income before tax - All jurisdictions | $ 9,770,714 | $ 16,094,904 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Jan. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Line Items] | ||||
Company's statutory tax rate | 21.00% | 27.00% | 23.00% | |
unrecognized tax benefits | $ 0 | $ 0 | ||
Unrecognized tax benefits | $ 0 | |||
Canada [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Company's statutory tax rate | 27.00% | 26.00% | 23.00% | |
Company's provincial rate | 1.00% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Property and equipment | $ 356 | $ 3,501 |
Intangible assets | 4,752,898 | 2,448,322 |
Finance related costs | 375,182 | 472,428 |
Reserves | 34,048 | |
Share transaction costs | 87,337 | 196,508 |
Stock-based compensation | 534,926 | 410,448 |
Earn-out obligation | 732,986 | 499,052 |
Deferred tax liabilities: | ||
Property and equipment | (40,357) | (3,396) |
Deferred consideration | (18,388) | (44,255) |
Reserves | (55,568) | (41,205) |
Unrealized foreign exchange | (20,698) | |
Finance related costs | (68,938) | (173,193) |
Net deferred tax asset | 6,279,736 | 3,802,258 |
Net deferred tax asset | 6,279,736 | 3,802,258 |
Canada [Member] | ||
Deferred tax assets: | ||
Deferred tax asset | 87,343 | 200,009 |
Deferred tax liabilities: | ||
Net deferred tax asset | 26,815 | |
Deferred tax liability | (109,294) | (173,194) |
Net deferred tax liability | (21,951) | |
Net deferred tax asset | 26,815 | |
UNITED STATES | ||
Deferred tax assets: | ||
Deferred tax asset | 6,396,340 | 3,864,298 |
Deferred tax liabilities: | ||
Net deferred tax asset | 6,301,687 | 3,775,443 |
Deferred tax liability | (94,654) | (88,855) |
Net deferred tax asset | $ 6,301,687 | $ 3,775,443 |
Net Finance Expense - Summary o
Net Finance Expense - Summary of Net Finance Expense (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finance income: | ||
Foreign exchange gain | $ 0 | $ 0 |
Net change in fair value of financial liabilities at fair value through earnings (note 13) | (11,825,256) | |
Total finance income | (11,825,256) | |
Finance expense: | ||
Interest and accretion expense on borrowings | 3,168,762 | 3,322,321 |
Accretion expense on earn-out obligation and deferred consideration | 166,575 | 600,602 |
Amortization of deferred financing fees | 260,363 | 204,057 |
Net change in fair value of financial liabilities at fair value through earnings | 971,627 | |
Foreign exchange loss | 88,084 | |
Extinguishment of notes payable and bank indebtedness | 2,044,867 | |
Other | 50,475 | |
Total finance expense | 4,567,327 | 6,310,406 |
Net finance (income) expense | $ 4,567,327 | $ (5,514,850) |
Financial Instruments - Schedul
Financial Instruments - Schedule of Fair Value of Financial Instruments (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | $ 2,920,583 | $ 1,875,427 |
Earn-out obligation [Member] | ||
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 2,920,583 | 1,875,427 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 2,920,583 | 1,875,427 |
Fair Value, Inputs, Level 3 [Member] | Earn-out obligation [Member] | ||
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | $ 2,920,583 | $ 1,875,427 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Inputs, Level 3 [Member] | ||
Financial Instruments [Line Items] | ||
Increase (decrease) in fair value of earn-out obligation | $ 971,627 | |
Accretion expense related to earn-out obligation | 73,529 | |
10% Point Increase in Interest Rate [Member] | Interest Rate Risk [Member] | ||
Financial Instruments [Line Items] | ||
Increase (decrease) in net income | (295,000) | $ (164,000) |
10% Point Decrease in Interest Rate [Member] | Interest Rate Risk [Member] | ||
Financial Instruments [Line Items] | ||
Increase (decrease) in net income | $ 295,000 | 164,000 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Financial Instruments [Line Items] | ||
Discount rate | 1.00% | |
Increase (decrease) in fair value of earn-out obligation | $ 13,870 | |
Accretion expense related to earn-out obligation | 73,531 | $ 473,738 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member] | ||
Financial Instruments [Line Items] | ||
Increase (decrease) in fair value of earn-out obligation | $ 971,625 | |
Fair Value, Measurements, Recurring [Member] | Minimum [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member] | ||
Financial Instruments [Line Items] | ||
Discount rate | 3.59% | |
Fair Value, Measurements, Recurring [Member] | Maximum [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member] | ||
Financial Instruments [Line Items] | ||
Discount rate | 4.69% |
Financial Instruments - Summary
Financial Instruments - Summary of Reconciliation of Level 3 Fair Values (Detail) - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 1,875,427 |
Payment | 0 |
Accretion expense | 73,529 |
Fair value adjustment | 971,627 |
Ending balance | $ 2,920,583 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Minimum Payments Required for the Lease of Premises (Detail) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Less than one year | $ 364,068 |
One to three years | 229,764 |
Four to five years | 0 |
Thereafter | 0 |
Total | $ 593,832 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rental expense | $ 227,743 | $ 236,455 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Abstract] | ||
Product sales | $ 29,685 | $ 39,485 |
Amounts owing by or to related party | $ 0 | $ 0 |
Segmented Information - Additio
Segmented Information - Additional information (Detail) | 12 Months Ended |
Dec. 31, 2018Segment | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
Segmented Information - Summary
Segmented Information - Summary of Revenues Relating to Geographic Segments (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue | $ 112,749,380 | $ 95,006,145 |
Canada and Other [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue | 271,803 | 238,342 |
UNITED STATES | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue | $ 112,477,577 | $ 94,767,803 |
Segmented Information - Summa_2
Segmented Information - Summary of Revenue from Contract with Customer (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 112,749,380 | $ 95,006,145 |
Commercial Insurers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 86,992,218 | 72,264,107 |
Federal Insurers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 14,246,626 | 10,568,096 |
Physicians [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 10,959,215 | 11,501,005 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 551,321 | $ 672,937 |
Segmented Information - Summa_3
Segmented Information - Summary of Property and Equipment, Intangibles and Other Assets Located in Geographic Regions (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment | $ 303,291 | $ 364,366 |
Intangible assets | 179,384,263 | 170,127,415 |
Total assets | 218,987,996 | 203,955,505 |
UNITED STATES | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment | 26,670 | 16,690 |
Intangible assets | 179,351,528 | 170,092,234 |
Total assets | 209,694,200 | 199,359,786 |
Canada [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment | 276,621 | 347,676 |
Intangible assets | 32,735 | 35,181 |
Total assets | $ 9,293,796 | $ 4,595,719 |
Segmented Information - Summa_4
Segmented Information - Summary of Operating Segments (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 112,749,380 | $ 95,006,145 |
Operating costs | 92,454,250 | 74,186,860 |
Operating income (loss) | 20,295,130 | 20,819,285 |
Finance income | (11,825,256) | |
Finance expense | 4,567,327 | 6,310,406 |
Depreciation and amortization expense | 31,486,055 | 23,834,400 |
Anesthesia Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 101,790,165 | 83,505,140 |
Operating costs | 81,079,150 | 62,135,447 |
Operating income (loss) | 20,711,015 | 21,369,693 |
Finance income | (11,825,256) | |
Finance expense | 1,138,200 | 600,602 |
Depreciation and amortization expense | 31,394,245 | 23,762,012 |
Product Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 10,959,215 | 11,501,005 |
Operating costs | 5,022,737 | 4,997,550 |
Operating income (loss) | 5,936,478 | 6,503,455 |
Depreciation and amortization expense | 68,509 | 56,907 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating costs | 6,352,363 | 7,053,863 |
Operating income (loss) | (6,352,363) | (7,053,863) |
Finance expense | 3,429,127 | 5,709,804 |
Depreciation and amortization expense | $ 23,301 | $ 15,481 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||
Deferred acquisition costs | $ 116,025 | ||
Anesthesia Services [Member] | |||
Subsequent Event [Line Items] | |||
Exclusive professional services agreements | $ 40,646,723 | $ 60,209,389 | |
Subsequent Event [Member] | Anesthesia Services [Member] | Anesthesia Care Associates, LLC [Member] | |||
Subsequent Event [Line Items] | |||
Ownership interest acquired | 100.00% | ||
Total cash consideration | $ 5,239,003 | ||
Deferred acquisition costs | 116,025 | ||
Exclusive professional services agreements | $ 5,355,028 |