Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 10, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CRH MEDICAL CORPORATION | ||
Entity Central Index Key | 0001461119 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 71,603,584 | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Small Business | true | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity File Number | 001-37542 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address Address Line One | World Trade Center | ||
Entity Address, Address Line Two | Suite 578 – 999 Canada Place | ||
Entity Address, City or Town | Vancouver | ||
Entity Address, State or Province | BC | ||
Entity Address, Country | CA | ||
Entity Address, Postal Zip Code | V6C 3E1 | ||
City Area Code | 604 | ||
Local Phone Number | 633-1440 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | A1 | ||
Entity Interactive Data Current | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 212.8 | ||
Title of each class | Common Shares, no par value | ||
Trading Symbol | CRHM | ||
Name of each exchange on which registered | NYSEAMER | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Certain information required by Part III of this Annual Report on Form 10-K is incorporated by reference to the registrant’s definitive proxy statement related to its 2020 Annual General Meeting of Shareholders, to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 6,568,716 | $ 9,946,945 |
Trade and other receivables, net | 20,041,288 | 19,467,803 |
Income tax receivable | 1,332,129 | 2,243,319 |
Prepaid expenses and deposits | 729,483 | 822,119 |
Inventories | 349,324 | 402,544 |
Total current assets | 29,020,940 | 32,882,730 |
Non-current assets: | ||
Property and equipment, net | 251,933 | 303,291 |
Right of use assets | 214,854 | |
Intangible assets, net | 163,108,193 | 179,384,263 |
Deferred asset acquisition costs | 59,249 | 116,025 |
Deferred tax assets | 10,440,100 | 6,301,687 |
Total non-current assets | 174,074,329 | 186,105,266 |
Total assets | 203,095,269 | 218,987,996 |
Current liabilities: | ||
Trade and other payables | 6,196,741 | 5,763,222 |
Employee benefits | 992,845 | 827,436 |
Current portion of right of use asset liability | 125,555 | |
Current tax payable | 28,589 | |
Notes payable and bank indebtedness | 2,239,637 | |
Deferred consideration | 1,868,052 | 1,043,645 |
Earn-out obligation | 1,063,060 | 2,920,583 |
Short-term advances | 26,783 | |
Member loan | 68,600 | 49,000 |
Total current liabilities | 10,343,442 | 12,870,306 |
Non-current liabilities: | ||
Deferred consideration | 1,183,092 | |
Right of use asset liability | 54,300 | |
Notes payable and bank indebtedness | 68,380,345 | 67,621,470 |
Deferred tax liabilities | 101,822 | 21,951 |
Total non-current liabilities | 68,536,467 | 68,826,513 |
Equity | ||
Common stock, no par value; 71,603,584 and 72,055,688 shares issued and outstanding at December 31, 2019 and 2018, respectively | 56,056,113 | 55,372,884 |
Additional paid-in capital | 7,168,156 | 9,329,335 |
Accumulated other comprehensive loss | (66,772) | (66,772) |
Retained earnings | 13,154,981 | 12,916,565 |
Total equity attributable to shareholders of the Company | 76,312,478 | 77,552,012 |
Non-controlling interest | 47,902,882 | 59,739,165 |
Total equity | 124,215,360 | 137,291,177 |
Total liabilities and equity | $ 203,095,269 | $ 218,987,996 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares issued | 71,603,584 | 72,055,688 |
Common stock, shares outstanding | 71,603,584 | 72,055,688 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | ||
Total revenue | $ 120,385,274 | $ 112,749,380 |
Expenses: | ||
Total expenses | 105,703,079 | 92,454,250 |
Operating income | 14,682,195 | 20,295,130 |
Finance expense | 6,609,618 | 4,567,327 |
Gain from equity investment | (1,766,968) | |
Income before tax | 9,839,545 | 15,727,803 |
Income tax expense | 1,627,061 | 2,711,886 |
Net and comprehensive income | 8,212,484 | 13,015,917 |
Attributable to: | ||
Shareholders of the Company | 3,771,163 | 4,679,921 |
Non-controlling interest | 4,441,321 | 8,335,996 |
Net and comprehensive income | $ 8,212,484 | $ 13,015,917 |
Earnings per share attributable to shareholders | ||
Basic | $ 0.053 | $ 0.064 |
Diluted | $ 0.052 | $ 0.063 |
Weighted average shares outstanding: | ||
Basic | 71,536,310 | 72,582,733 |
Diluted | 72,697,539 | 74,085,172 |
Anesthesia Services [Member] | ||
Revenue: | ||
Total revenue | $ 110,306,431 | $ 101,790,165 |
Expenses: | ||
Total expenses | 94,506,039 | 81,079,150 |
Product [Member] | ||
Revenue: | ||
Total revenue | 10,078,843 | 10,959,215 |
Expenses: | ||
Total expenses | 4,647,719 | 5,022,737 |
Corporate Expense [Member] | ||
Expenses: | ||
Total expenses | $ 6,549,321 | $ 6,352,363 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Non-Controlling Interest [Member] |
Beginning Balance at Dec. 31, 2017 | $ 131,298,045 | $ 54,614,601 | $ 8,219,760 | $ (66,772) | $ 11,078,608 | $ 57,451,848 |
Beginning Balance , shares at Dec. 31, 2017 | 73,018,588 | |||||
Total net and comprehensive income (loss) for the period | 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 12(e)) | (3,743,548) | $ (925,076) | (2,818,472) | |||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 10(e)), shares | (1,254,500) | |||||
Common shares repurchased in connection with normal course issuer bid and held as treasury shares | (31,308) | $ (7,816) | (23,492) | |||
Cancellation of treasury shares, shares | (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 | |||||
Total net and comprehensive income (loss) for the period | 8,212,484 | 3,771,163 | 4,441,321 | |||
Stock based compensation expense | 976,962 | 976,962 | ||||
Common shares issued on exercise of options | $ 426,366 | $ 733,165 | (306,799) | |||
Common shares issued on exercise of stock options, shares | 840,000 | 840,000 | ||||
Common shares issued on vesting of share units | $ 1,159,912 | (1,159,912) | ||||
Common shares issued on vesting of share units, shares | 325,875 | |||||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 12(e)) | $ (4,742,595) | $ (1,209,848) | (3,532,747) | |||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 10(e)), shares | (1,607,579) | |||||
Cancellation of treasury shares, shares | (10,400) | |||||
Distributions to members | (15,825,600) | (15,825,600) | ||||
Purchase of equity interest from non-controlling interest | (9,348,324) | (1,671,430) | (7,676,894) | |||
Acquisition of non-controlling interest (note 4) | 7,224,890 | 7,224,890 | ||||
Ending Balance at Dec. 31, 2019 | $ 124,215,360 | $ 56,056,113 | $ 7,168,156 | $ (66,772) | $ 13,154,981 | $ 47,902,882 |
Ending Balance , shares at Dec. 31, 2019 | 71,603,584 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2018shares | |
Common Stock [Member] | |
Shares repurchased in connection with normal course issuer bid and held as treasury shares | 10,400 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | ||
Net income | $ 8,212,484 | $ 13,015,917 |
Adjustments for: | ||
Depreciation of property, equipment and intangibles | 35,009,070 | 31,486,055 |
Stock-based compensation | 976,962 | 2,800,750 |
Unrealized foreign exchange | 8,925 | (4,494) |
Deferred income tax expense (recovery) | (3,440,121) | (2,407,176) |
Change in fair value of contingent consideration | 2,861,204 | 971,627 |
Accretion on contingent consideration and deferred consideration | 133,450 | 166,575 |
Amortization of deferred financing fees | 276,260 | 260,363 |
Gain on equity investment | (1,766,968) | |
Change in current tax receivable (payable) | 939,779 | (1,936,436) |
Change in trade and other receivables | 1,376,733 | (3,981,491) |
Change in prepaid expenses | 132,290 | 171,911 |
Change in inventories | 53,220 | 20,902 |
Change in trade and other payables | 121,615 | 101,379 |
Change in employee benefits | 110,654 | 326,681 |
Cash provided by operating activities | 45,005,557 | 40,992,563 |
Financing activities | ||
Proceeds from member loans | 19,600 | 303,351 |
Repayment of member loans | (662,568) | |
Repayment of short-term advances | (26,783) | |
Repayment of notes payable and bank indebtedness | (82,550,000) | (14,250,000) |
Proceeds on bank indebtedness | 81,641,370 | 22,800,000 |
Payment of deferred financing fees | (839,892) | |
Payment of deferred consideration | (1,100,000) | (1,000,000) |
Payment of earn-out obligation | (4,795,822) | |
Distributions to non-controlling interest | (15,825,600) | (19,289,740) |
Proceeds from the issuance of shares relating to stock-based compensation | 426,366 | |
Repurchase of shares for cancellation | (4,742,595) | (3,774,856) |
Cash used in financing activities | (27,793,356) | (15,873,813) |
Investing activities | ||
Acquisition of property and equipment | (59,508) | (35,105) |
Deferred asset acquisition costs | (59,249) | (116,025) |
Acquisition of equity interest from non-controlling interest | (9,924,381) | |
Acquisition of anesthesia services providers | (15,052,058) | (27,509,811) |
Distribution received from equity investment | 136,650 | |
Purchase adjustment relating to anesthesia service providers acquired in prior periods | 4,366,000 | |
Cash used in investing activities | (20,592,546) | (27,660,941) |
Effects of foreign exchange on cash and cash equivalents | 2,116 | 2,252 |
Decrease in cash and cash equivalents | (3,378,229) | (2,539,939) |
Cash and cash equivalents, beginning of year | 9,946,945 | 12,486,884 |
Cash and cash equivalents, end of year | 6,568,716 | 9,946,945 |
Supplemental disclosure of cash interest and taxes paid: | ||
Cash interest paid | (3,055,374) | (3,180,808) |
Lease payments made | (369,262) | (292,235) |
Non-cash acquisition financing | (800,985) | |
Taxes paid | $ (4,127,443) | $ (7,055,498) |
Reporting Entity
Reporting Entity | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Reporting Entity | 1. 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, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of preparation | 2. Basis of preparation: (a) Basis of presentation: These consolidated financial statements have been prepared in accordance with US GAAP. ( b ) c t o n e s t t o c r e c y The s c n s o t f a c s t t m t a p e s ent l r s w i c i t p y’ presentation currency (c) U s s t at u m s The p p ti t o y’ c ns t f an c s t t nt i e n e t n s s t t ff c t p t m t s s t n t s c o s u c t en ss t t t t t f c i s t t t a t te t v e x n s e i t o t p i 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, 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 valuation of acquired intangibles and the valuation of deferred tax assets. ( 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, 2019 | |
Accounting Policies [Abstract] | |
Significant accounting policies | 3. S i i i a n i p li i The a c c o ti i c e av p i c o s i s t tl the Company and its subsidiaries (a) Ba s c ns t 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 businesses, 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 on 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) Fore i c r e c y Tra n s a c t n f c rr c i a t a s te t t s p c t v f c t n c u e c e t s b s i e t p x c a te t t t t s c ti s 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. N n on t s s t t e i t f i c ur n c e t a m a s r f v u t n s te t t fu c t c u e c t x c h n t t t w ic t f v u w a d t m N - o t t m t m a s r i s t c c s f g c rr c a t an s t s n t xc g t t at t t s c t (d) I v t e s Inventories c s s s z s t c c s c c s c s inventory r s c c Net i z a l v t s t te s i c t y o n c u s o s i e ss es t s t m t c o s t c t an s n x e s e s (e) Prop e t m t, net Property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The s t m te s f v t t d r c t o f t c u r n c p r t v o a a f w s Asset Basis Rate Computer equipment Declining balance 30% Computer software Declining balance 100% Furniture and equipment Declining balance 20% Leasehold improvements initial lease Straight-line Shorter of term or useful life Injection mold Straight-line 5 years These depreciation methods most c l s f e c t t x c te tt c n s t o t f t e c n i f t mb t a s s t E s t t fo p e c t t d s us f v a e s u v l r r v w a c o t p i - e n a s te p p t (f) Intangible as s s 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) I e t No n f n c s s t s The c a y u t t C pa y n n f a c a s s t s t t i v t e a f r t s s t s a r v e e c p t t t te w h t e t r o th p s m t s t s s t g u t t e t t s l s g as s t t e te c s f w f c t n u s t a i p e c a s f ow f th as s t o g up s s t 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) I c t xes 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) Shar e a s e c p n s t o 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, s uc t t m t t l c i z e a x e s s t b r t t r t s v c o m r k f a c c n t n t v s t t (j) Share capital: Com m s ha a c as s if a e ty I c r t c o s t e c t tt t t t i s s (k) Earnings per share: The p n e s t b s i n t a n s h t f t c o on s a e s s i c l c te iv t ne os tt b t t c m s a h e t C o t w t v g n e c s are t s t n n t p a u s t f o s e h i c D t P t i b u s t t o l s tt b ta t c mm s a h d n t g t ve m e c o s a e o t s t n ust f o s a e h i i c fo t ff c t t v t t c m s a s. Diluted EPS for year-to-date (including annual) periods is based on the weighted average of the incremental shares included in each interim period for the year-to-date period. (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 interest on consolidation either at fair value of the non-controlling interest or at the fair value of the proportionate share of the net assets acquired. Where the Company acquires an asset via a step transaction, the Company remeasures any previously held interest to fair value. (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) ASU 2016-02 Leases In February 2016, FASB issued ASU No. 2016-02 “ Leases (q) New standards and interpretations not yet applied: (i) Credit Losses In June 2016, FASB issued ASU No. 2016-13, “ Financial Instruments- Credit Losses (Topic 326)” (ii) Income Taxes – Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes (iii) Intangibles – Goodwill and Other (Topic 350) In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. |
Asset acquisitions
Asset acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Asset acquisitions | 4. Asset acquisitions: During the year ended December 31, 2019, 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 Anesthesia Care Associates LLC (“ACA”) January 2019 $ 5,355,028 South Metro Anesthesia Associates LLC (“SMAA”) May 2019 $ 1,791,431 Crystal River Anesthesia Associates LLC (“CRAA”) July 2019 $ 2,174,003 Triad Sedation Associates LLC (“TSA”) November 2019 $ 3,828,661 Florida Panhandle Anesthesia Associates LLC (“FPAA”) December 2019 $ 2,762,302 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. ACA SMAA CRAA TSA FPAA Total Cash $ 5,239,003 $ 1,752,465 $ 2,130,000 $ 3,185,843 $ 2,725,000 $ 15,032,311 Acquisition costs 116,025 38,966 44,003 15,173 37,302 251,469 Deferred consideration — — — 627,645 — 627,645 Pre-transaction equity interest — — — 1,595,275 — 1,595,275 Purchase consideration $ 5,355,028 $ 1,791,431 $ 2,174,003 $ 5,423,936 $ 2,762,302 $ 17,506,700 Non-controlling interest $ — $ 1,465,716 $ 2,088,748 $ 5,211,233 $ 2,653,976 $ 11,419,673 $ 5,355,028 $ 3,257,147 $ 4,262,751 $ 10,635,169 $ 5,416,278 $ 28,926,373 Assets and liabilities acquired: Exclusive professional services agreements $ 5,355,028 $ 3,257,147 $ 4,262,751 $ 8,891,711 $ 5,416,278 $ 27,182,915 Cash — — — 115,397 — $ 115,397 Accounts receivable — — — 1,950,219 — $ 1,950,219 Prepaid expenses and deposits — — — 1,518 — $ 1,518 Trade payables and other accruals — — — (323,676 ) — $ (323,676 ) Pre-close accounts receivable 50,000 — — — — $ 50,000 Pre-close accounts payable (50,000 ) — — — — $ (50,000 ) Fair value of net identifiable assets and liabilities acquired $ 5,355,028 $ 3,257,147 $ 4,262,751 $ 10,635,169 $ 5,416,278 $ 28,926,373 Exclusive professional services agreements – amortization term 6 years 5 years 5 years 5 years 5 years CRH ownership interest 100 % 55 % 51 % 51 % 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 respective acquisition agreements and professional services agreements. The non-controlling interest was determined with reference to the non-controlling interest shareholder’s share of the fair value of the net identifiable assets as estimated by the Company. 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. 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. ACA SMAA CRAA TSA FPAA Total CRH member loan $ — $ 55,000 $ 63,750 $ — $ 71,400 $ 190,150 Non-controlling interest member loan $ — $ 45,000 $ 61,250 $ — $ 68,600 $ 174,850 Amount outstanding at December 31, 2019 $ — $ — $ — $ — $ 140,000 $ 140,000 Other Transactions In addition to the above asset acquisition, on April 3, 2019, a subsidiary of the Company entered into a membership interest purchase agreement to purchase the remaining 49% interest in Arapahoe Gastroenterology Anesthesia Associates LLC (“Arapahoe”); prior to the purchase the Company held a 51% interest in the Arapahoe entity. The purchase consideration, paid via cash, for the acquisition of the remaining 49% interest was $2,300,000 plus 49% of Arapahoe’s working capital as at March 31, 2019. Additionally, the Company incurred deferred acquisition costs of $26,086. On August 31, 2019, a subsidiary of the Company entered into a membership interest purchase agreement to purchase the remaining 49% interest in Central Colorado Anesthesia Associates LLC (“CCAA”); prior to the purchase the Company held a 51% interest in the CCAA entity. The purchase consideration, paid via cash, for the acquisition of the remaining 49% interest was $7,000,000 plus 49% of CCAA’s working capital as at August 31, 2019. Additionally, the Company incurred deferred acquisition costs of $18,658. In September 2019, the Company also received a payment of $4,366,000 in respect of the LWA acquisition which was a reduction in the purchase price. This payment served to reduce the value of the related LWA professional services contract intangible and did not modify ownership interest or the term of the LWA agreement. On November 1, 2019, the Company acquired an additional 36% interest in Triad Sedation Associates LLC and Triad Support Services PLLC (collectively “TSA”). Prior to this transaction, the Company held a 15% interest in TSA and it was accounted for under the equity method. Upon completing the transaction CRH acquired control of TSA; the Company has consolidated the results of TSA from the date control was obtained, November 1, 2019. On conversion from an equity method investment to consolidation, CRH revalued its investment in TSA, resulting in a gain of $1,318,769. See note 10. 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 interest $ — $ 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 accounts receivable — — 652,506 — 652,506 Pre-close accounts payable — — (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 respective acquisition agreements and professional services agreements. The non-controlling interest was determined with reference to the non-controlling interest shareholder’s share of the fair value of the net identifiable assets as estimated by the Company. |
Trade and other receivables
Trade and other receivables | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Trade and other receivables | 5. Trade a n t i v l 2019 2018 Trade receivables, gross $ 20,024,916 $ 19,373,260 Other receivables $ 50,756 141,141 Less: allowance for doubtful accounts $ (34,384 ) (46,598 ) $ 20,041,288 $ 19,467,803 Anesthesia segment – trade receivables, gross $ 19,081,177 $ 18,199,847 Product segment – trade receivables, gross 943,739 1,173,413 $ 20,024,916 $ 19,373,260 |
Trade and other payables
Trade and other payables | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Trade and other payables | 6 . Trade and other payables: 2019 2018 Trade payables $ 1,213,276 $ 1,316,821 Accruals and other payables 4,983,465 4,446,401 $ 6,196,741 $ 5,763,222 |
Right of use assets and related
Right of use assets and related obligations | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Right of use assets and related obligations | 7. Right of use assets and related obligations: On adoption of ASU No. 2016-02 “Leases”, and subsequently ASU No. 2017-13, the Company recognized $332,512 and $295,188 as right of use assets and obligations, respectively at January 1, 2019. These amounts relate to two operating leases for premises existing as at January 1, 2019, with a further premises operating lease added in March 2019. The Company has applied the exemption to treat short-term leases as executory contracts as well as applied the practical expedient to choose not to separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. During the year ended December 31, 2019, the Company incurred total operating lease expenses of $369,263; this included lease expenses associated with fixed lease payments of $285,890 and variable lease payments of $83,373. Lease expense is allocated to operating segments based on the location of the leases, as follows: 2019 2018 Anesthesia services expense $ 118,943 $ 74,265 Product sales expense 125,160 108,985 Corporate expense 125,160 108,985 $ 369,263 $ 292,235 The weighted average lease term of the Company’s three premises leases is 1.30 years. The weighted average discount rate used by the Company in calculating the obligation relating to right of use assets is based on the Company’s Credit Facility, which is disclosed in note 11. The following table presents a maturity analysis of the Company’s undiscounted lease obligations for each of the next five years, reconciled to the obligation as recorded on the balance sheet. Undiscounted lease payments 2020 $ 129,680 2021 55,498 $ 185,178 Accretion related to outstanding lease obligations (5,323 ) Total $ 179,855 Current obligation relating to right of use assets $ 125,555 Long-term obligation relating to right of use assets $ 54,300 Total $ 179,855 |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and equipment | 8 . Property and equipment: Property and equipment consist of the following: December 31, 2019 2018 Computer equipment and software $ 124,640 $ 94,566 Furniture and equipment 267,051 237,616 Leasehold improvements 5,784 5,784 Injection mold 408,062 408,062 Property and equipment $ 805,537 $ 746,028 Less: Accumulated depreciation (553,604 ) (442,737 ) Property and equipment, net $ 251,933 $ 303,291 |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible assets | 9 . Intangible assets: Professional Services Agreements Patents Total Cost Balance as at January 1, 2018 $ 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 Additions through asset acquisitions and adjustments (note 4) 18,622,130 — $ 18,622,130 Balance as at December 31, 2019 $ 275,113,390 $ 532,598 $ 275,645,988 Professional Services Agreements Patents Total Accumulated depreciation Balance as at January 1, 2018 $ 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 Amortization expense and adjustments (note 4) 34,895,944 2,256 34,898,200 Balance as at December 31, 2019 $ 112,035,676 $ 502,119 $ 112,537,795 Professional Services Agreements Patents Total Net book value December 31, 2019 $ 163,077,714 $ 30,479 $ 163,108,193 December 31, 2018 $ 179,351,528 $ 32,735 $ 179,384,263 At December 31, 2019, the Company identified indicators of impairment in respect of six 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, including a terminal value, to the carrying amounts as at December 31, 2019. 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, revenue rates per case, 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. 9 . Intangible assets (continued): 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. 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 3.28 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 5.16 years. Based on the Company’s professional services agreements in place at December 31, 2019, the Company anticipates that the amortization expense to be incurred by the Company over the next five years is as follows: Amortization Expense For professional services agreements as at December 31, 2019: 2020 $ 37,438,739 2021 32,132,360 2022 25,411,084 2023 21,264,710 2024 19,339,571 $ 135,586,464 |
Equity investment
Equity investment | 12 Months Ended |
Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Equity investment | 10 . Equity investment: 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 was a 15% equity owner in the anesthesia business, Triad Sedation Associates LLC (“TSA”) and received compensation for its billing and collection services. Under the terms of the limited liability company agreement, CRH had 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, as TSA was an LLC, equity method accounting was required under ASC 970-323 until such time as a change in ownership interest occurred. On November 1, 2019, the Company acquired control of TSA via the exercise of its option to acquire an additional 36% interest. Refer to note 4. The results of operations of the TSA equity investment, up to the date control was obtained by CRH, is presented below. On obtaining control of TSA and completing its option to purchase an additional 36% interest in the entity, CRH revalued its original 15% equity investment with reference to the price paid for the additional 36% interest. This resulted in a gain arising on its equity investment of $1,318,769 in the year. Prior to obtaining control, CRH recorded equity income of $448,199 in relation to its 15% investment in TSA. Results of operations Ten months ended October 31, 2019 Anesthesia revenue $ 4,169,162 Anesthesia services expense 1,514,704 Net income $ 2,654,458 |
Notes payable
Notes payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes payable | 11 . Notes payable: December 31, 2019 2018 Current portion $ — $ 2,239,637 Non-current portion 68,380,345 67,621,470 Total loans and borrowings $ 68,380,345 $ 69,861,107 J.P.Morgan Chase (“JP Morgan Facility”) On October 22, 2019, the Company entered into a new, three year revolving credit line which provides up to $200 million in borrowing capacity and represents an increase from the Company’s previous $100 million facility. The new facility includes a committed $125 million facility and access to an accordion feature that increases the amount of the credit available to the Company by $75 million. Interest on the facility is calculated with reference to LIBOR plus 1.25% to 1.75%, dependent on the Company’s Total leverage ratio. The Facility is secured by the assets of the Company and matures on October 22, 2022. Since the JP Morgan Facility is a syndicated facility, which includes the Bank of Nova Scotia as a lender, any remaining deferred financing fees under the previous Scotia Facility were retained and will be amortized over the term of the new facility. The Company incurred deferred financing fees of $839,893 in connection with this facility. Under the JP Morgan Facility, there are no quarterly or annual repayment requirements. As at December 31, 2019, the Company is required to maintain the following financial covenants in respect of this Facility: Financial Covenant Required Ratio Total leverage ratio Not greater than 3.00:1.00 Interest coverage ratio Not less than 3.00:1.00 The Company is in compliance with all covenants at December 31, 2019. 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 had a maturity date of June 26, 2020. The facility bore 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 was calculated at LIBOR plus 2.50% on the revolving portion and term portion of the facility. The Facility was secured by the assets of the Company. The Company repaid and extinguished its obligations under this facility on October 22, 2019. The consolidated minimum loan payments (principal) in the future for all loan agreements in place as of December 31, 2019 are as follows: Minimum Principal At December 31, 2019 2020 $ — 2021 — 2022 69,341,370 $ 69,341,370 |
Share capital
Share capital | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Share capital | 1 2 . Share cap i al: (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 12(e)), there were no share transactions in the years ended December 31, 2019 and 2018. (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, 2019, the Company is authorized to grant a further 2,575,492 awards under its stock options plan. Number of options Weighted average exercise price CAD USD Outstanding, January 1, 2018 1,344,687 $ 0.69 $ 0.55 Issued — — — Exercised — — — Forfeited — — — Expired — — — Outstanding, December 31, 2018 1,344,687 $ 0.69 $ 0.53 Issued 500,000 3.56 2.73 Exercised (840,000 ) (0.68 ) (0.52 ) Forfeited — — — Expired — — — Outstanding, December 31, 2019 1,004,687 $ 2.12 $ 1.63 All but 500,000 options are vested as of December 31, 2019 (2018 – all options are vested). The weighted average fair value of stock options granted during the year ended December 31, 2019 was $1.43 (CAD$1.86) The estimated fair value of the stock options granted was determined using the Black-Scholes option-pricing model with the following weighted-average assumptions: 2019 Expected life of options 5.05 years Risk-free interest rate 1.61% Dividend yield 0% Volatility 63% Pre-vest forfeiture rate 3.67% There is no dividend yield because the Company does not pay, and does not plan to pay, cash dividends on its common shares. The expected stock price volatility is based on the historical volatility of the Company’s average monthly stock closing prices over a period equal to the expected life of each option grant. The risk-free interest rate is based on yields from Canadian Government Bond yields with a term equal to the expected term of the options being valued. The expected life of options represents the period of time that the options are expected to be outstanding based on historical data of option holder exercise and termination behavior For those options that were exercised in 2019, the intrinsic value of the options that were exercised was $2,067,497 and the fair value of the options that were exercised was $306,798. The following table summarizes information about the stock options outstanding as at: December 31, 2019: Exercise price Options outstanding Options exercisable $CAD $USD Number of options Weighted average remaining contractual life (years) Weighted average exercise price ($CAD) Weighted average exercise price ($USD) Number of options Weighted average exercise price ($CAD) Weighted average exercise price ($USD) 0.60 - 0.70 0.46 - 0.57 504,687 4.05 0.69 0.53 504,687 0.69 0.53 3.56 - 3.56 2.73 - 2.73 500,000 9.27 3.56 2.73 — — — December 31, 2018: Exercise price Options outstanding Options exercisable $CAD $USD Number of options Weighted average remaining contractual life (years) Weighted average exercise price ($CAD) Weighted average exercise price ($USD) Number of options Weighted average exercise price ($CAD) Weighted average exercise price ($USD) 0.60 - 0.70 0.44 – 0.51 1,344,687 5.05 0.69 0.50 1,344,687 0.69 0.50 For the year ended December 31, 2019, the Company recognized $239,413 (2018 - $468), 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, 2019, the Company is authorized to grant a further 482,679 awards under its share unit plan. A summary of the status of the share unit plan as of December 31, 2019 and 2018 is as follows: Time based share units Performance based share units 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 Outstanding, January 1, 2019 1,045,250 1,500,000 Issued 1,553,125 — Exercised (325,875 ) — Forfeited (125,000 ) (550,000 ) Expired — — Outstanding, December 31, 2019 2,147,500 950,000 Vested — - Expected to vest 2,147,500 - Time based share units Performance based share units Outstanding, January 1, 2019 1,045,250 1,500,000 Weighted average contractual life (years) 2.74 7.99 Outstanding, December 31, 2019 2,147,500 950,000 Weighted average contractual life (years) 3.03 7.02 For those share units that vested in 2019, the intrinsic value of the share units that vested was $1,038,456 and the fair value of the share units that vested was $1,159,913. During the year ended December 31, 2019, the Company granted 1,553,125 time based share units. The weighted average fair value for the time based units at the date of grant was $2.93 (CAD$3.81) 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, 2019, the Company issued 325,875 shares in respect of the 325,875 time-based share units which vested during the year. 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, 2019, the Company recognized $737,548 (2018 - $2,800,280), 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, with a subsequent renewal on November 6, 2019. Under the renewed bid, the Company may purchase up to 6,974,495 shares pursuant to the bid, representing no more than 9.8% of the Company’s shares outstanding on October 31, 2019. 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 14,875 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 2019, the Company repurchased 1,607,579 of its shares for a total cost, including transaction fees, of $4,754,295 (CAD$6,313,347). As at December 31, 2019, all of these shares have been cancelled. 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. (f) Earni n p s a The calculation of basic earnings per share for the years ended December 31, 2019 and 2018 is as follows: 2019 2018 Net earnings Weighted average number of common shares outstanding Per share amount Net earnings Weighted average number of common shares outstanding Per share amount Net earnings attributable to shareholders: Earnings per common share: Basic $ 3,771,163 71,536,310 0.053 $ 4,679,921 72,582,733 $ 0.064 Share options 421,249 1,122,708 Share units 739,980 379,731 Diluted $ 3,771,163 72,697,539 $ 0.052 $ 4,679,921 74,085,172 $ 0.063 For the year ended December 31, 2019, 502,529 options (2018 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, 2019 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 1 3 . Income taxes: (a) Income tax expense is comprised of the following: 2019 2018 Current tax expense $ 5,067,182 $ 5,119,062 Deferred tax recovery (3,440,121 ) (2,407,176 ) Total tax expense $ 1,627,061 $ 2,711,886 The reconciliation of income tax computed at statutory tax rates to income tax expense, using a 27% (2018 – 27%) statutory rate, is: 2019 2018 Net income before tax – Canada $ 6,889,481 $ 5,957,089 Net income before tax – United States 2,950,064 9,770,714 Net income before tax – All jurisdictions $ 9,839,545 $ 15,727,803 Tax expense at statutory income tax rates $ 2,656,677 $ 4,259,890 Permanent differences (50,235 ) 503,964 Income attributable to non-controlling interest (1,192,280 ) (2,245,809 ) Foreign income taxed at different rates 33,189 (26,042 ) Impact of change in tax rates 26,902 216,295 Other 152,808 3,588 Total tax expense $ 1,627,061 $ 2,711,886 (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. 2019 2018 Deferred tax assets: Property and equipment $ 2,684 356 Intangible assets 9,222,824 4,752,898 Finance related costs 224,986 375,182 Reserves 64,755 — Share transaction costs — 87,337 Stock-based compensation 767,228 534,926 Earn-out obligation 265,660 732,986 Deferred tax liabilities: Property and equipment (23,757 ) (40,357 ) Deferred consideration (4,226 ) (18,388 ) Reserves (83,206 ) (55,568 ) Unrealized foreign exchange (20,610 ) (20,698 ) Finance related costs (78,060 ) (68,938 ) Net deferred tax asset $ 10,338,278 $ 6,279,736 Deferred tax assets by jurisdiction 2019 2018 Canada: Deferred tax asset $ — $ 87,343 Deferred tax liability (101,822 ) (109,294 ) Net deferred tax asset (liability) $ (101,822 ) $ (21,951 ) United States: Deferred tax asset $ 10,548,137 $ 6,396,341 Deferred tax liability (108,037 ) (94,654 ) Net deferred tax asset (liability) $ 10,440,100 $ 6,301,687 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 reverse. 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 strategies, and results of recent operations. As at December 31, 2019 and 2018, 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. The Company is currently under audit by the IRS for its 2017 taxation year. Management is not aware of any other material income tax examination currently in progress by any taxing jurisdiction. Tax years ranging from 2017 to 2019 remain subject to Canadian income tax examinations. Tax years ranging from 2016 to 2019 remain subject to U.S. income tax examinations. |
Net finance expense
Net finance expense | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Net finance expense | 1 4 . Net finance expense Recognized in earnings in the years ended December 31: 2019 2018 Finance expense: Interest and accretion expense on borrowings $ 3,288,704 $ 3,168,762 Accretion expense on earn-out obligation and deferred consideration 133,450 166,575 Amortization of deferred financing fees 276,260 260,363 Net change in fair value of financial liabilities at fair value through earnings 2,861,204 971,627 Other 50,000 — Total finance expense $ 6,609,618 $ 4,567,327 Net finance expense $ 6,609,618 $ 4,567,327 |
Financial instruments
Financial instruments | 12 Months Ended |
Dec. 31, 2019 | |
Investments All Other Investments [Abstract] | |
Financial instruments | 1 5 . 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 obligation. The fair values of these financial instruments, except the notes payable balances, the deferred consideration and the earn-out obligation, approximate carrying value because of their short-term nature. The earn-out obligation is recorded at fair value. The fair value of the notes payable and bank indebtedness, which is comprised of the JP Morgan Facility, approximates carrying value as it is a floating rate instrument. The Company’s deferred consideration relating to its Austin Gastroenterology Anesthesia Associates LLC (“AGAA”) acquisition in 2016 was initially measured at fair value and is being accreted to its face value over a period of four years from the acquisition date. Additionally, the Company has included amounts within deferred compensation relating to payments under its TSA and CCAA transactions; these amounts are repayable within one year. See note 4. 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, 2019 Level 1 Level 2 Level 3 Earn-out obligation $ 1,063,060 $ — $ — $ 1,063,060 Total $ 1,063,060 $ — $ — $ 1,063,060 Liabilities December 31, 2018 Level 1 Level 2 Level 3 Earn-out obligation $ 2,920,583 $ — $ — $ 2,920,583 Total $ 2,920,583 $ — $ — $ 2,920,583 The Company’s earn-out obligation is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The earn-out obligation relates to the Company’s Gastroenterology Anesthesia Associates LLC acquisition, which was acquired in 2014. As part of the business combination, the Company is required to pay consideration contingent on the post-acquisition earnings of the acquired asset. In the year ended December 31, 2019, the Company paid $4,795,822 as partial payment of the amount owing under its earn-out obligation; the Company expects to pay the remaining obligation of $1,063,060 within one year, and expects payment in the second quarter of 2020. The Company measures the fair value of the earn-out obligation based on its best estimate of the cash outflows payable in respect of the earn-out obligation. This valuation technique includes inputs relating to estimated cash outflows under the arrangement. The Company evaluates the inputs into the valuation technique at each reporting period. During the year ended December 31, 2019, the Company revised its estimate underlying the remaining amount to be paid under the earn-out obligation. The amendment of the cash outflow estimates underlying the earn-out resulted in an increase During the year ended December 31, 2019, the Company recorded accretion expense of $77,095 (2018 - $73,531), in relation to this liability, reflecting the change in fair value of the liabilities that is attributable to credit risk. Reconciliation of level 3 fair values: Earn-out obligation Balance as at January 1, 2019 $ 2,920,583 Payment (4,795,822 ) Recorded in finance expense: Accretion expense 77,095 Fair value adjustment $ 2,861,204 Balance as at December 31, 2019 $ 1,063,060 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 a 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 interest rates, will affect the Company’s income or the value of the financial instruments held. ( i ) As at December 31, 2019, the Company’s only interest bearing liability is its JP Morgan Facility. With respect to the Company’s Facility, with all other variables held constant, a 10% point increase in the interest rate would have reduced net income by approximately $329,000 (2018 - $295,000) for the year ended December 31, 2019. 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, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 1 6 . Commitments and contingencies: 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, 2019 | |
Related Party Transactions [Abstract] | |
Related party transactions | 1 7 . 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, 2019, the Company made product sales totaling $35,095 (2018 - $29,685) 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 parties. There were no amounts owing by or to this related party as of December 31, 2019 (2018 - $nil). |
Segmented information
Segmented information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segmented information | 1 8 . 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, 2019 and 2018 are as follows: 2019 2018 Revenue: Canada and other $ 225,807 $ 271,803 United States 120,159,467 112,477,577 Total $ 120,385,274 $ 112,749,380 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. 2019 2018 Revenue: Commercial Insurers $ 90,332,380 $ 86,992,218 Federal Insurers 19,404,851 14,246,626 Physicians 10,078,843 10,959,215 Other 569,200 551,321 Total $ 120,385,274 $ 112,749,380 The Company’s property and equipment, intangibles, other assets and total assets are located in the following geographic regions as at December 31, 2019 and 2018: 2019 2018 Property and equipment: Canada $ 210,386 $ 276,621 United States $ 41,547 26,670 Total $ 251,933 $ 303,291 Intangible assets: Canada $ 30,478 $ 32,735 United States $ 163,077,715 179,351,528 Total $ 163,108,193 $ 179,384,263 Total assets: Canada $ 3,231,845 $ 9,293,796 United States $ 199,863,424 209,694,200 Total $ 203,095,269 $ 218,987,996 The financial measures reviewed by the Company’s Chief Operating Decision Maker are presented below for the years ended December 31, 2019 and 2018. The Company does not allocate expenses related to corporate activities. These expenses are presented within “Other” to allow for reconciliation to reported measures. 2019 Anesthesia services Product sales Other Total Revenue $ 110,306,431 $ 10,078,843 $ — $ 120,385,274 Operating costs 94,506,039 4,647,719 6,549,321 105,703,079 Operating income (loss) $ 15,800,392 $ 5,431,124 $ (6,549,321 ) $ 14,682,195 2018 Anesthesia services 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 Additionally, the company incurs the following in each of its operating segments: 2019 Anesthesia services Product sales Other Total Finance expense $ 2,994,654 $ — $ 3,614,964 $ 6,609,618 Depreciation and amortization expense $ 34,908,764 $ 25,534 $ 74,772 $ 35,009,070 2018 Anesthesia services Product sales Other Total 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 |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | (a) Basis of presentation: These consolidated financial statements have been prepared in accordance with US GAAP. |
Use of estimates, assumptions and judgments | (c) U s s t at u m s The p p ti t o y’ c ns t f an c s t t nt i e n e t n s s t t ff c t p t m t s s t n t s c o s u c t en ss t t t t t f c i s t t t a t te t v e x n s e i t o t p i 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, 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 valuation of acquired intangibles and the valuation of deferred tax assets. ( 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. |
Basis of consolidation | (a) Ba s c ns t 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 businesses, 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 on 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) Fore i c r e c y Tra n s a c t n f c rr c i a t a s te t t s p c t v f c t n c u e c e t s b s i e t p x c a te t t t t s c ti s 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. N n on t s s t t e i t f i c ur n c e t a m a s r f v u t n s te t t fu c t c u e c t x c h n t t t w ic t f v u w a d t m N - o t t m t m a s r i s t c c s f g c rr c a t an s t s n t xc g t t at t t s c t |
Inventories | (d) I v t e s Inventories c s s s z s t c c s c c s c s inventory r s c c Net i z a l v t s t te s i c t y o n c u s o s i e ss es t s t m t c o s t c t an s n x e s e s |
Property and equipment, net | (e) Prop e t m t, net Property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The s t m te s f v t t d r c t o f t c u r n c p r t v o a a f w s Asset Basis Rate Computer equipment Declining balance 30% Computer software Declining balance 100% Furniture and equipment Declining balance 20% Leasehold improvements initial lease Straight-line Shorter of term or useful life Injection mold Straight-line 5 years These depreciation methods most c l s f e c t t x c te tt c n s t o t f t e c n i f t mb t a s s t E s t t fo p e c t t d s us f v a e s u v l r r v w a c o t p i - e n a s te p p t |
Intangible assets | (f) Intangible as s s 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) I e t No n f n c s s t s The c a y u t t C pa y n n f a c a s s t s t t i v t e a f r t s s t s a r v e e c p t t t te w h t e t r o th p s m t s t s s t g u t t e t t s l s g as s t t e te c s f w f c t n u s t a i p e c a s f ow f th as s t o g up s s t 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) I c t xes 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) Shar e a s e c p n s t o 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, s uc t t m t t l c i z e a x e s s t b r t t r t s v c o m r k f a c c n t n t v s t t |
Share capital | (j) Share capital: Com m s ha a c as s if a e ty I c r t c o s t e c t tt t t t i s s |
Earnings per share | (k) Earnings per share: The p n e s t b s i n t a n s h t f t c o on s a e s s i c l c te iv t ne os tt b t t c m s a h e t C o t w t v g n e c s are t s t n n t p a u s t f o s e h i c D t P t i b u s t t o l s tt b ta t c mm s a h d n t g t ve m e c o s a e o t s t n ust f o s a e h i i c fo t ff c t t v t t c m s a s. Diluted EPS for year-to-date (including annual) periods is based on the weighted average of the incremental shares included in each interim period for the year-to-date period. |
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 interest on consolidation either at fair value of the non-controlling interest or at the fair value of the proportionate share of the net assets acquired. Where the Company acquires an asset via a step transaction, the Company remeasures any previously held interest to fair value. |
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) ASU 2016-02 Leases In February 2016, FASB issued ASU No. 2016-02 “ Leases |
New standards and interpretations not yet applied | (q) New standards and interpretations not yet applied: (i) Credit Losses In June 2016, FASB issued ASU No. 2016-13, “ Financial Instruments- Credit Losses (Topic 326)” (ii) Income Taxes – Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes (iii) Intangibles – Goodwill and Other (Topic 350) In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives and the Methods of Depreciation for Current and Comparative Periods | The s t m te s f v t t d r c t o f t c u r n c p r t v o a a f w s Asset Basis Rate Computer equipment Declining balance 30% Computer software Declining balance 100% Furniture and equipment Declining balance 20% Leasehold improvements initial lease Straight-line Shorter of 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, 2019 | |
Business Combinations [Abstract] | |
Summary of Asset Acquisitions | During the year ended December 31, 2019, 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 Anesthesia Care Associates LLC (“ACA”) January 2019 $ 5,355,028 South Metro Anesthesia Associates LLC (“SMAA”) May 2019 $ 1,791,431 Crystal River Anesthesia Associates LLC (“CRAA”) July 2019 $ 2,174,003 Triad Sedation Associates LLC (“TSA”) November 2019 $ 3,828,661 Florida Panhandle Anesthesia Associates LLC (“FPAA”) December 2019 $ 2,762,302 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 |
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. ACA SMAA CRAA TSA FPAA Total Cash $ 5,239,003 $ 1,752,465 $ 2,130,000 $ 3,185,843 $ 2,725,000 $ 15,032,311 Acquisition costs 116,025 38,966 44,003 15,173 37,302 251,469 Deferred consideration — — — 627,645 — 627,645 Pre-transaction equity interest — — — 1,595,275 — 1,595,275 Purchase consideration $ 5,355,028 $ 1,791,431 $ 2,174,003 $ 5,423,936 $ 2,762,302 $ 17,506,700 Non-controlling interest $ — $ 1,465,716 $ 2,088,748 $ 5,211,233 $ 2,653,976 $ 11,419,673 $ 5,355,028 $ 3,257,147 $ 4,262,751 $ 10,635,169 $ 5,416,278 $ 28,926,373 Assets and liabilities acquired: Exclusive professional services agreements $ 5,355,028 $ 3,257,147 $ 4,262,751 $ 8,891,711 $ 5,416,278 $ 27,182,915 Cash — — — 115,397 — $ 115,397 Accounts receivable — — — 1,950,219 — $ 1,950,219 Prepaid expenses and deposits — — — 1,518 — $ 1,518 Trade payables and other accruals — — — (323,676 ) — $ (323,676 ) Pre-close accounts receivable 50,000 — — — — $ 50,000 Pre-close accounts payable (50,000 ) — — — — $ (50,000 ) Fair value of net identifiable assets and liabilities acquired $ 5,355,028 $ 3,257,147 $ 4,262,751 $ 10,635,169 $ 5,416,278 $ 28,926,373 Exclusive professional services agreements – amortization term 6 years 5 years 5 years 5 years 5 years CRH ownership interest 100 % 55 % 51 % 51 % 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. 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 interest $ — $ 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 accounts receivable — — 652,506 — 652,506 Pre-close accounts payable — — (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 % |
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 bearing. ACA SMAA CRAA TSA FPAA Total CRH member loan $ — $ 55,000 $ 63,750 $ — $ 71,400 $ 190,150 Non-controlling interest member loan $ — $ 45,000 $ 61,250 $ — $ 68,600 $ 174,850 Amount outstanding at December 31, 2019 $ — $ — $ — $ — $ 140,000 $ 140,000 |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Summary of Trade Receivables and Other Receivable | 2019 2018 Trade receivables, gross $ 20,024,916 $ 19,373,260 Other receivables $ 50,756 141,141 Less: allowance for doubtful accounts $ (34,384 ) (46,598 ) $ 20,041,288 $ 19,467,803 Anesthesia segment – trade receivables, gross $ 19,081,177 $ 18,199,847 Product segment – trade receivables, gross 943,739 1,173,413 $ 20,024,916 $ 19,373,260 |
Trade and other payables (Table
Trade and other payables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Summary of Trade and Other Payables | 2019 2018 Trade payables $ 1,213,276 $ 1,316,821 Accruals and other payables 4,983,465 4,446,401 $ 6,196,741 $ 5,763,222 |
Right of use assets and relat_2
Right of use assets and related obligations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Expense Allocated to Operating Segments | Lease expense is allocated to operating segments based on the location of the leases, as follows: 2019 2018 Anesthesia services expense $ 118,943 $ 74,265 Product sales expense 125,160 108,985 Corporate expense 125,160 108,985 $ 369,263 $ 292,235 |
Schedule of undiscounted lease obligations | The following table presents a maturity analysis of the Company’s undiscounted lease obligations for each of the next five years, reconciled to the obligation as recorded on the balance sheet. Undiscounted lease payments 2020 $ 129,680 2021 55,498 $ 185,178 Accretion related to outstanding lease obligations (5,323 ) Total $ 179,855 Current obligation relating to right of use assets $ 125,555 Long-term obligation relating to right of use assets $ 54,300 Total $ 179,855 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: December 31, 2019 2018 Computer equipment and software $ 124,640 $ 94,566 Furniture and equipment 267,051 237,616 Leasehold improvements 5,784 5,784 Injection mold 408,062 408,062 Property and equipment $ 805,537 $ 746,028 Less: Accumulated depreciation (553,604 ) (442,737 ) Property and equipment, net $ 251,933 $ 303,291 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Professional Services Agreements Patents Total Cost Balance as at January 1, 2018 $ 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 Additions through asset acquisitions and adjustments (note 4) 18,622,130 — $ 18,622,130 Balance as at December 31, 2019 $ 275,113,390 $ 532,598 $ 275,645,988 Professional Services Agreements Patents Total Accumulated depreciation Balance as at January 1, 2018 $ 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 Amortization expense and adjustments (note 4) 34,895,944 2,256 34,898,200 Balance as at December 31, 2019 $ 112,035,676 $ 502,119 $ 112,537,795 Professional Services Agreements Patents Total Net book value December 31, 2019 $ 163,077,714 $ 30,479 $ 163,108,193 December 31, 2018 $ 179,351,528 $ 32,735 $ 179,384,263 |
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, 2019, the Company anticipates that the amortization expense to be incurred by the Company over the next five years is as follows: Amortization Expense For professional services agreements as at December 31, 2019: 2020 $ 37,438,739 2021 32,132,360 2022 25,411,084 2023 21,264,710 2024 19,339,571 $ 135,586,464 |
Equity investment (Tables)
Equity investment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Results of Operations of the TSA Equity Investment | The results of operations of the TSA equity investment, up to the date control was obtained by CRH, is presented below. Results of operations Ten months ended October 31, 2019 Anesthesia revenue $ 4,169,162 Anesthesia services expense 1,514,704 Net income $ 2,654,458 |
Notes payable (Tables)
Notes payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | December 31, 2019 2018 Current portion $ — $ 2,239,637 Non-current portion 68,380,345 67,621,470 Total loans and borrowings $ 68,380,345 $ 69,861,107 |
Summary of Detailed Information about Financial Covenants Ratios | As at December 31, 2019, the Company is required to maintain the following financial covenants in respect of this Facility: Financial Covenant Required Ratio Total leverage ratio Not greater than 3.00:1.00 Interest coverage ratio Not less than 3.00:1.00 |
Summary of Consolidated Minimum Loans Payments | The consolidated minimum loan payments (principal) in the future for all loan agreements in place as of December 31, 2019 are as follows: Minimum Principal At December 31, 2019 2020 $ — 2021 — 2022 69,341,370 $ 69,341,370 |
Share capital (Tables)
Share capital (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Summary of Stock Option Activity | A summary of the status of the plan as of December 31, 2019 and 2018 is as follows (options are granted in CAD and USD amounts are calculated using prevailing exchange rates): Number of options Weighted average exercise price CAD USD Outstanding, January 1, 2018 1,344,687 $ 0.69 $ 0.55 Issued — — — Exercised — — — Forfeited — — — Expired — — — Outstanding, December 31, 2018 1,344,687 $ 0.69 $ 0.53 Issued 500,000 3.56 2.73 Exercised (840,000 ) (0.68 ) (0.52 ) Forfeited — — — Expired — — — Outstanding, December 31, 2019 1,004,687 $ 2.12 $ 1.63 |
Summary of Weighted Average Assumptions Used to Estimate Fair Value of Stock Options Granted | The estimated fair value of the stock options granted was determined using the Black-Scholes option-pricing model with the following weighted-average assumptions: 2019 Expected life of options 5.05 years Risk-free interest rate 1.61% Dividend yield 0% Volatility 63% Pre-vest forfeiture rate 3.67% |
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, 2019: Exercise price Options outstanding Options exercisable $CAD $USD Number of options Weighted average remaining contractual life (years) Weighted average exercise price ($CAD) Weighted average exercise price ($USD) Number of options Weighted average exercise price ($CAD) Weighted average exercise price ($USD) 0.60 - 0.70 0.46 - 0.57 504,687 4.05 0.69 0.53 504,687 0.69 0.53 3.56 - 3.56 2.73 - 2.73 500,000 9.27 3.56 2.73 — — — December 31, 2018: Exercise price Options outstanding Options exercisable $CAD $USD Number of options Weighted average remaining contractual life (years) Weighted average exercise price ($CAD) Weighted average exercise price ($USD) Number of options Weighted average exercise price ($CAD) Weighted average exercise price ($USD) 0.60 - 0.70 0.44 – 0.51 1,344,687 5.05 0.69 0.50 1,344,687 0.69 0.50 |
Summary of Status of Share Unit Plan for Other Equity Instruments | A summary of the status of the share unit plan as of December 31, 2019 and 2018 is as follows: Time based share units Performance based share units 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 Outstanding, January 1, 2019 1,045,250 1,500,000 Issued 1,553,125 — Exercised (325,875 ) — Forfeited (125,000 ) (550,000 ) Expired — — Outstanding, December 31, 2019 2,147,500 950,000 Vested — - Expected to vest 2,147,500 - Time based share units Performance based share units Outstanding, January 1, 2019 1,045,250 1,500,000 Weighted average contractual life (years) 2.74 7.99 Outstanding, December 31, 2019 2,147,500 950,000 Weighted average contractual life (years) 3.03 7.02 |
Summary of Calculation of Basic Earnings Per Share | The calculation of basic earnings per share for the years ended December 31, 2019 and 2018 is as follows: 2019 2018 Net earnings Weighted average number of common shares outstanding Per share amount Net earnings Weighted average number of common shares outstanding Per share amount Net earnings attributable to shareholders: Earnings per common share: Basic $ 3,771,163 71,536,310 0.053 $ 4,679,921 72,582,733 $ 0.064 Share options 421,249 1,122,708 Share units 739,980 379,731 Diluted $ 3,771,163 72,697,539 $ 0.052 $ 4,679,921 74,085,172 $ 0.063 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense | (a) Income tax expense is comprised of the following: 2019 2018 Current tax expense $ 5,067,182 $ 5,119,062 Deferred tax recovery (3,440,121 ) (2,407,176 ) Total tax expense $ 1,627,061 $ 2,711,886 The reconciliation of income tax computed at statutory tax rates to income tax expense, using a 27% (2018 – 27%) statutory rate, is: 2019 2018 Net income before tax – Canada $ 6,889,481 $ 5,957,089 Net income before tax – United States 2,950,064 9,770,714 Net income before tax – All jurisdictions $ 9,839,545 $ 15,727,803 Tax expense at statutory income tax rates $ 2,656,677 $ 4,259,890 Permanent differences (50,235 ) 503,964 Income attributable to non-controlling interest (1,192,280 ) (2,245,809 ) Foreign income taxed at different rates 33,189 (26,042 ) Impact of change in tax rates 26,902 216,295 Other 152,808 3,588 Total tax expense $ 1,627,061 $ 2,711,886 |
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. 2019 2018 Deferred tax assets: Property and equipment $ 2,684 356 Intangible assets 9,222,824 4,752,898 Finance related costs 224,986 375,182 Reserves 64,755 — Share transaction costs — 87,337 Stock-based compensation 767,228 534,926 Earn-out obligation 265,660 732,986 Deferred tax liabilities: Property and equipment (23,757 ) (40,357 ) Deferred consideration (4,226 ) (18,388 ) Reserves (83,206 ) (55,568 ) Unrealized foreign exchange (20,610 ) (20,698 ) Finance related costs (78,060 ) (68,938 ) Net deferred tax asset $ 10,338,278 $ 6,279,736 Deferred tax assets by jurisdiction 2019 2018 Canada: Deferred tax asset $ — $ 87,343 Deferred tax liability (101,822 ) (109,294 ) Net deferred tax asset (liability) $ (101,822 ) $ (21,951 ) United States: Deferred tax asset $ 10,548,137 $ 6,396,341 Deferred tax liability (108,037 ) (94,654 ) Net deferred tax asset (liability) $ 10,440,100 $ 6,301,687 |
Net finance expense (Tables)
Net finance expense (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Summary of Net Finance Expense | Recognized in earnings in the years ended December 31: 2019 2018 Finance expense: Interest and accretion expense on borrowings $ 3,288,704 $ 3,168,762 Accretion expense on earn-out obligation and deferred consideration 133,450 166,575 Amortization of deferred financing fees 276,260 260,363 Net change in fair value of financial liabilities at fair value through earnings 2,861,204 971,627 Other 50,000 — Total finance expense $ 6,609,618 $ 4,567,327 Net finance expense $ 6,609,618 $ 4,567,327 |
Financial instruments (Tables)
Financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments All Other Investments [Abstract] | |
Schedule of Fair Value of Financial Instruments | Liabilities December 31, 2019 Level 1 Level 2 Level 3 Earn-out obligation $ 1,063,060 $ — $ — $ 1,063,060 Total $ 1,063,060 $ — $ — $ 1,063,060 Liabilities December 31, 2018 Level 1 Level 2 Level 3 Earn-out obligation $ 2,920,583 $ — $ — $ 2,920,583 Total $ 2,920,583 $ — $ — $ 2,920,583 |
Summary of Reconciliation of Level 3 Fair Values | Earn-out obligation Balance as at January 1, 2019 $ 2,920,583 Payment (4,795,822 ) Recorded in finance expense: Accretion expense 77,095 Fair value adjustment $ 2,861,204 Balance as at December 31, 2019 $ 1,063,060 |
Segmented information (Tables)
Segmented information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 are as follows 2019 2018 Revenue: Canada and other $ 225,807 $ 271,803 United States 120,159,467 112,477,577 Total $ 120,385,274 $ 112,749,380 |
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. 2019 2018 Revenue: Commercial Insurers $ 90,332,380 $ 86,992,218 Federal Insurers 19,404,851 14,246,626 Physicians 10,078,843 10,959,215 Other 569,200 551,321 Total $ 120,385,274 $ 112,749,380 |
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, 2019 and 2018: 2019 2018 Property and equipment: Canada $ 210,386 $ 276,621 United States $ 41,547 26,670 Total $ 251,933 $ 303,291 Intangible assets: Canada $ 30,478 $ 32,735 United States $ 163,077,715 179,351,528 Total $ 163,108,193 $ 179,384,263 Total assets: Canada $ 3,231,845 $ 9,293,796 United States $ 199,863,424 209,694,200 Total $ 203,095,269 $ 218,987,996 |
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, 2019 and 2018. The Company does not allocate expenses related to corporate activities. These expenses are presented within “Other” to allow for reconciliation to reported measures. 2019 Anesthesia services Product sales Other Total Revenue $ 110,306,431 $ 10,078,843 $ — $ 120,385,274 Operating costs 94,506,039 4,647,719 6,549,321 105,703,079 Operating income (loss) $ 15,800,392 $ 5,431,124 $ (6,549,321 ) $ 14,682,195 2018 Anesthesia services 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 Additionally, the company incurs the following in each of its operating segments: 2019 Anesthesia services Product sales Other Total Finance expense $ 2,994,654 $ — $ 3,614,964 $ 6,609,618 Depreciation and amortization expense $ 34,908,764 $ 25,534 $ 74,772 $ 35,009,070 2018 Anesthesia services Product sales Other Total 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 |
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, 2019 | |
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% |
Leasehold Improvements Initial Lease [Member] | |
Property, Plant and Equipment [Line Items] | |
Basis | Straight-line |
Lease term or useful life | Shorter of term or useful life |
Injection Mold [Member] | |
Property, Plant and Equipment [Line Items] | |
Basis | Straight-line |
Lease term or useful life | 5 years |
Significant Accounting Polici_5
Significant Accounting Policies - Intangible Assets Finite Lives Amortized Over Period (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
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 |
Exclusive Professional Services Agreements [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Rate | 4 years 6 months |
Exclusive Professional Services Agreements [Member] | Maximum [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, 2019 | Jan. 01, 2019 | |
Significant Accounting Policies [Abstract] | ||
Minimum percentage likelihood to recognize tax benefit from uncertain tax position | 50.00% | |
Right of use assets | $ 214,854 | $ 332,512 |
Operating Lease, Liability | $ 179,855 | $ 295,188 |
Asset acquisitions - Additional
Asset acquisitions - Additional Information (Detail) | Nov. 01, 2019USD ($) | Aug. 31, 2019USD ($) | Apr. 03, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)Acquisition | Dec. 31, 2018USD ($)Acquisition | Oct. 30, 2019 | Aug. 30, 2019 | Apr. 02, 2019 |
Business Acquisition [Line Items] | |||||||||
Number of asset acquisitions completed | Acquisition | 5 | 5 | |||||||
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. | ||||||||
Ownership interest acquired | 100.00% | ||||||||
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. | ||||||||
Total cash consideration | $ 15,052,058 | $ 27,509,811 | |||||||
Deferred asset acquisition costs | 59,249 | $ 116,025 | |||||||
Purchase adjustment relating to anesthesia service providers acquired in prior periods | 4,366,000 | ||||||||
Gain from equity investments | $ 1,766,968 | ||||||||
Arapahoe [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership interest acquired | 49.00% | 51.00% | |||||||
Total cash consideration | $ 2,300,000 | ||||||||
Percentage of working capital paid for acquisition of remaining ownership interest | 49.00% | ||||||||
Deferred asset acquisition costs | $ 26,086 | ||||||||
CCAA [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership interest acquired | 49.00% | 51.00% | |||||||
Total cash consideration | $ 7,000,000 | ||||||||
Percentage of working capital paid for acquisition of remaining ownership interest | 49.00% | ||||||||
Deferred asset acquisition costs | $ 18,658 | ||||||||
Lake Washington Anesthesia LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase adjustment relating to anesthesia service providers acquired in prior periods | $ 4,366,000 | ||||||||
TSA [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Options to acquire additional interest percent | 36.00% | ||||||||
Percentage of equity interest | 15.00% | ||||||||
Gain from equity investments | $ 1,318,769 |
Asset acquisitions - Summary of
Asset acquisitions - Summary of Asset Acquisitions (Detail) - Anesthesia Services [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Consideration | $ 17,506,700 | $ 27,509,811 |
Anesthesia Care Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2019-01 | |
Consideration | $ 5,355,028 | |
South Metro Anesthesia Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2019-05 | |
Consideration | $ 1,791,431 | |
Crystal River Anesthesia Associates, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2019-07 | |
Consideration | $ 2,174,003 | |
Triad Sedation Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2019-11 | |
Consideration | $ 5,423,936 | |
Consideration | $ 3,828,661 | |
Florida Panhandle Anesthesia Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2019-12 | |
Consideration | $ 2,762,302 | |
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 Associates 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) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Assets and liabilities acquired: | ||
CRH ownership interest | 100.00% | |
Anesthesia Services [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 15,032,311 | $ 27,193,148 |
Acquisition costs | 251,469 | 316,663 |
Deferred consideration | 627,645 | |
Pre-transaction equity interest | 1,595,275 | |
Purchase consideration | 17,506,700 | 27,509,811 |
Non-controlling interest | 11,419,673 | 13,241,061 |
Fair value of net identifiable assets and liabilities acquired | 28,926,373 | 40,750,872 |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 27,182,915 | 40,646,723 |
Cash | 115,397 | |
Accounts receivable | 1,950,219 | |
Prepaid expenses and deposits | 1,518 | 104,149 |
Trade payables and other accruals | (323,676) | |
Pre-close accounts receivable | 50,000 | 652,506 |
Pre-close accounts payable | (50,000) | (652,506) |
Fair value of net identifiable assets and liabilities acquired | 28,926,373 | 40,750,872 |
Anesthesia Services [Member] | ACA [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 5,239,003 | |
Acquisition costs | 116,025 | |
Purchase consideration | 5,355,028 | |
Fair value of net identifiable assets and liabilities acquired | 5,355,028 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 5,355,028 | |
Pre-close accounts receivable | 50,000 | |
Pre-close accounts payable | (50,000) | |
Fair value of net identifiable assets and liabilities acquired | $ 5,355,028 | |
Exclusive professional services agreements – amortization term | 6 years | |
CRH ownership interest | 100.00% | |
Anesthesia Services [Member] | SMAA [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 1,752,465 | |
Acquisition costs | 38,966 | |
Purchase consideration | 1,791,431 | |
Non-controlling interest | 1,465,716 | |
Fair value of net identifiable assets and liabilities acquired | 3,257,147 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 3,257,147 | |
Fair value of net identifiable assets and liabilities acquired | $ 3,257,147 | |
Exclusive professional services agreements – amortization term | 5 years | |
CRH ownership interest | 55.00% | |
Anesthesia Services [Member] | CRAA [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 2,130,000 | |
Acquisition costs | 44,003 | |
Purchase consideration | 2,174,003 | |
Non-controlling interest | 2,088,748 | |
Fair value of net identifiable assets and liabilities acquired | 4,262,751 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 4,262,751 | |
Fair value of net identifiable assets and liabilities acquired | $ 4,262,751 | |
Exclusive professional services agreements – amortization term | 5 years | |
CRH ownership interest | 51.00% | |
Anesthesia Services [Member] | TSA [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 3,185,843 | |
Acquisition costs | 15,173 | |
Deferred consideration | 627,645 | |
Pre-transaction equity interest | 1,595,275 | |
Purchase consideration | 5,423,936 | |
Non-controlling interest | 5,211,233 | |
Fair value of net identifiable assets and liabilities acquired | 10,635,169 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 8,891,711 | |
Cash | 115,397 | |
Accounts receivable | 1,950,219 | |
Prepaid expenses and deposits | 1,518 | |
Trade payables and other accruals | (323,676) | |
Fair value of net identifiable assets and liabilities acquired | $ 10,635,169 | |
Exclusive professional services agreements – amortization term | 5 years | |
CRH ownership interest | 51.00% | |
Anesthesia Services [Member] | FPAA [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 2,725,000 | |
Acquisition costs | 37,302 | |
Purchase consideration | 2,762,302 | |
Non-controlling interest | 2,653,976 | |
Fair value of net identifiable assets and liabilities acquired | 5,416,278 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 5,416,278 | |
Fair value of net identifiable assets and liabilities acquired | $ 5,416,278 | |
Exclusive professional services agreements – amortization term | 5 years | |
CRH ownership interest | 51.00% | |
Anesthesia Services [Member] | Shreveport Sedation Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 9,404,148 | |
Acquisition costs | 91,036 | |
Purchase consideration | 9,495,184 | |
Non-controlling interest | 0 | |
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 | |
Pre-close accounts receivable | 0 | |
Pre-close accounts payable | 0 | |
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% | |
Anesthesia Services [Member] | 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 | |
Prepaid expenses and deposits | 0 | |
Pre-close accounts receivable | 0 | |
Pre-close accounts payable | 0 | |
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% | |
Anesthesia Services [Member] | 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 | |
Prepaid expenses and deposits | 0 | |
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% | |
Anesthesia Services [Member] | Lake Erie Sedation Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 4,180,000 | |
Acquisition costs | 53,115 | |
Purchase consideration | 4,233,115 | |
Non-controlling interest | 0 | |
Fair value of net identifiable assets and liabilities acquired | 4,233,115 | |
Assets and liabilities acquired: | ||
Exclusive professional services agreements | 4,233,115 | |
Prepaid expenses and deposits | 0 | |
Pre-close accounts receivable | 0 | |
Pre-close accounts payable | 0 | |
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% | |
Anesthesia Services [Member] | 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% |
Asset acquisitions - Summary _3
Asset acquisitions - Summary of Asset Acquisition Loan Contribution (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Acquisition Date [Line Items] | ||
Amount outstanding at December 31, 2019 | $ 68,600 | $ 49,000 |
Anesthesia Services [Member] | ||
Acquisition Date [Line Items] | ||
CRH member loan | 190,150 | |
Non-controlling interest member loan | 174,850 | |
Amount outstanding at December 31, 2019 | 140,000 | |
Anesthesia Services [Member] | SMAA [Member] | ||
Acquisition Date [Line Items] | ||
CRH member loan | 55,000 | |
Non-controlling interest member loan | 45,000 | |
Anesthesia Services [Member] | CRAA [Member] | ||
Acquisition Date [Line Items] | ||
CRH member loan | 63,750 | |
Non-controlling interest member loan | 61,250 | |
Anesthesia Services [Member] | FPAA [Member] | ||
Acquisition Date [Line Items] | ||
CRH member loan | 71,400 | |
Non-controlling interest member loan | 68,600 | |
Amount outstanding at December 31, 2019 | $ 140,000 |
Trade and Other Receivables - S
Trade and Other Receivables - Summary of Trade Receivables and Other Receivable (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Line Items] | ||
Trade receivables, gross | $ 20,024,916 | $ 19,373,260 |
Other receivables | 50,756 | 141,141 |
Less: allowance for doubtful accounts | (34,384) | (46,598) |
Receivables net current | 20,041,288 | 19,467,803 |
Anesthesia Services [Member] | ||
Balance Sheet Related Disclosures [Line Items] | ||
Trade receivables, gross | 19,081,177 | 18,199,847 |
Product Sales [Member] | ||
Balance Sheet Related Disclosures [Line Items] | ||
Trade receivables, gross | $ 943,739 | $ 1,173,413 |
Trade and Other Payables - Summ
Trade and Other Payables - Summary of Trade and Other Payables (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instruments [Abstract] | ||
Trade payables | $ 1,213,276 | $ 1,316,821 |
Accruals and other payables | 4,983,465 | 4,446,401 |
Total | $ 6,196,741 | $ 5,763,222 |
Right of use assets and relat_3
Right of use assets and related obligations - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | |
Right of use assets | $ 214,854 | $ 332,512 | |
Operating Lease obligations | 179,855 | 295,188 | |
Lease cost | 369,263 | $ 292,235 | |
Fixed lease payments | 285,890 | ||
Variable lease cost | $ 83,373 | ||
Weighted average lease term | 1 year 3 months 18 days | ||
Accounting Standards Update 2016-02 [Member] | |||
Right of use assets | 332,512 | ||
Operating Lease obligations | $ 295,188 |
Right of use assets and relat_4
Right of use assets and related obligations - Lease expense (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Lease, Cost | $ 369,263 | $ 292,235 |
Anesthesia Services [Member] | ||
Lease, Cost | 118,943 | 74,265 |
Product Sales [Member] | ||
Lease, Cost | 125,160 | 108,985 |
Corporate Segment [Member] | ||
Lease, Cost | $ 125,160 | $ 108,985 |
Right of use assets and relat_5
Right of use assets and related obligations (Detail) - USD ($) | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2020 | $ 129,680 | |
2021 | 55,498 | |
Total | 185,178 | |
Accretion related to outstanding lease obligations | (5,323) | |
Operating Lease, Liability | 179,855 | $ 295,188 |
Current obligation relating to right of use assets | 125,555 | |
Long-term obligation relating to right of use assets | 54,300 | |
Total | $ 179,855 | $ 295,188 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 805,537 | $ 746,028 |
Less: Accumulated depreciation | (553,604) | (442,737) |
Property and equipment, net | 251,933 | 303,291 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 124,640 | 94,566 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 267,051 | 237,616 |
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, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 257,023,858 | $ 216,377,135 |
Additions through asset acquisitions and adjustments (note 4) | 18,622,130 | 40,646,723 |
Ending balance | 275,645,988 | 257,023,858 |
Beginning balance | 77,639,595 | 46,249,720 |
Amortization expense and adjustments (note 4) | 34,898,200 | 31,389,875 |
Ending balance | 112,537,795 | 77,639,595 |
Net balance | 163,108,193 | 179,384,263 |
Professional Services Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 256,491,260 | 215,844,537 |
Additions through asset acquisitions and adjustments (note 4) | 18,622,130 | 40,646,723 |
Ending balance | 275,113,390 | 256,491,260 |
Beginning balance | 77,139,732 | 45,752,303 |
Amortization expense and adjustments (note 4) | 34,895,944 | 31,387,429 |
Ending balance | 112,035,676 | 77,139,732 |
Net balance | 163,077,714 | 179,351,528 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 532,598 | 532,598 |
Ending balance | 532,598 | 532,598 |
Beginning balance | 499,863 | 497,417 |
Amortization expense and adjustments (note 4) | 2,256 | 2,446 |
Ending balance | 502,119 | 499,863 |
Net balance | $ 30,479 | $ 32,735 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2019Service | Dec. 31, 2018USD ($)Service | |
Intangible Assets Net Excluding Goodwill [Abstract] | ||
Number of professional services agreements identified with impairment indicators | 6 | 4 |
Number of professional services agreements identified for impairment upon undiscounted cash flow models | 2 | 2 |
Impairment of Intangible Assets | $ | $ 0 | |
Renewal term of professional services agreements | 3 years 3 months 10 days | |
Weighted average amortization period | 5 years 1 month 28 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, 2019USD ($) |
Finite Lived Intangible Assets, Future Amortization Expense [Line Items] | |
2020 | $ 37,438,739 |
2021 | 32,132,360 |
2022 | 25,411,084 |
2023 | 21,264,710 |
2024 | 19,339,571 |
Amortization Expense | $ 135,586,464 |
Equity investment - Additional
Equity investment - Additional Information (Detail) - USD ($) | Nov. 01, 2019 | Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2018 |
Income/gain from equity investment | $ 1,766,968 | ||||
Triad Sedation Associates LLC [Member] | Anesthesia Services [Member] | |||||
Percentage of equity interest | 15.00% | ||||
Options to acquire additional interest percent | 36.00% | ||||
Exercise of options to acquire additional interest percent | 36.00% | ||||
Income/gain from equity investment | $ 1,318,769 | $ 448,199 |
Equity investment - Summary of
Equity investment - Summary of Results of Operations of the TSA Equity Investment (Detail) - Triad Sedation Associates LLC [Member] | 10 Months Ended |
Oct. 31, 2019USD ($) | |
Results of operations | |
Anesthesia revenue | $ 4,169,162 |
Anesthesia services expense | 1,514,704 |
Net income | $ 2,654,458 |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Notes Payable [Line Items] | ||
Total loans and borrowings | $ 69,341,370 | |
Scotia Facility [Member] | ||
Notes Payable [Line Items] | ||
Current portion | $ 2,239,637 | |
Non-current portion | 68,380,345 | 67,621,470 |
Total loans and borrowings | $ 68,380,345 | $ 69,861,107 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | Oct. 22, 2019 | Jun. 26, 2017 | Nov. 24, 2015 | Dec. 31, 2018 | Sep. 30, 2019 | Jun. 15, 2016 |
JP Morgan Facility [Member] | ||||||
Notes Payable [Line Items] | ||||||
Line of credit facility, initiation date | Oct. 22, 2019 | |||||
Line of credit facility, maturity period | 3 years | |||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | $ 100,000,000 | ||||
Line of credit facility, committed amount | 125,000,000 | |||||
Line of credit facility, additional borrowing capacity | $ 75,000,000 | |||||
Line of credit facility, maturity date | Oct. 22, 2022 | |||||
Deferred financing fees | $ 839,893 | |||||
Line of credit facility, annual repayment | 0 | |||||
Line of credit facility, quarterly repayment | $ 0 | |||||
Scotia Facility [Member] | ||||||
Notes Payable [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | $ 55,000,000 | ||||
Borrowings, adjustment to interest rate basis | 2.50% | |||||
Credit facility maturity date | Jun. 26, 2020 | Apr. 30, 2018 | ||||
Borrowing interest rate | LIBOR plus 2.50% | |||||
LIBOR [Member] | JP Morgan Facility [Member] | Minimum [Member] | ||||||
Notes Payable [Line Items] | ||||||
Borrowings, adjustment to interest rate basis | 1.25% | |||||
LIBOR [Member] | JP Morgan Facility [Member] | Maximum [Member] | ||||||
Notes Payable [Line Items] | ||||||
Borrowings, adjustment to interest rate basis | 1.75% |
Notes Payable - Summary of Deta
Notes Payable - Summary of Detailed Information about Financial Covenants Ratios (Detail) | Dec. 31, 2019 |
Minimum [Member] | |
Notes Payable [Line Items] | |
Total leverage ratio | 3 |
Maximum [Member] | |
Notes Payable [Line Items] | |
Interest coverage ratio | 3 |
Notes Payable - Summary of Cons
Notes Payable - Summary of Consolidated Minimum Loan Payments (Detail) | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 69,341,370 |
Total loans and borrowings | $ 69,341,370 |
Share Capital - Additional Info
Share Capital - Additional Information (Detail) | Jan. 04, 2019shares | Nov. 08, 2017shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019CAD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CAD ($)$ / sharesshares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares authorized | 100,000,000 | 100,000,000 | ||||
Share based payment awards issued | 0 | 0 | 0 | 0 | ||
Dividend yield | 0.00% | 0.00% | ||||
Compensation expense related to granting and vesting of share unit | $ | $ 737,548 | $ 2,800,280 | ||||
Number of shares authorized to repurchase | 6,974,495 | |||||
Maximum percentage of shares approved in normal course issuer bid | 9.80% | |||||
Maximum daily repurchase in normal course issuer bid | 14,875 | |||||
Repurchase of shares | 1,607,579 | 1,607,579 | 1,264,900 | 1,264,900 | ||
Total cost, including transaction fee | $ 4,754,295 | $ 6,313,347 | $ 3,784,733 | $ 4,945,155 | ||
Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares excluded from diluted weighted average number of common shares calculation | 502,529 | 502,529 | 221,979 | 221,979 | ||
Share units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares excluded from diluted weighted average number of common shares calculation | 1,883,204 | 1,883,204 | 2,095,260 | 2,095,260 | ||
Common Stock [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common shares issued on vesting of share units, shares | 325,875 | 325,875 | 364,000 | 364,000 | ||
Shares cancelled under normal course issuer bid | 10,400 | 1,254,500 | 1,254,500 | |||
Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares authorized to grant | 2,575,492 | 2,575,492 | ||||
Options nonvested | 500,000 | 500,000 | ||||
Weighted average fair value of stock options granted | (per share) | $ 1.43 | $ 1.86 | ||||
Dividend yield | 0.00% | 0.00% | ||||
Intrinsic value of options, exercised | $ | $ 2,067,497 | |||||
Fair value of options, exercised | $ | 306,798 | |||||
Compensation expense | $ | $ 239,413 | $ 468 | ||||
Options [Member] | Minimum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options term | 2 years | 2 years | ||||
Stock options vesting period | 18 months | 18 months | ||||
Options [Member] | Minimum [Member] | Consultants Providing Investor Relations Activities [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options vesting period | 12 months | 12 months | ||||
Options [Member] | Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options term | 10 years | 10 years | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of other equity instruments issued | 482,679 | 482,679 | ||||
Intrinsic value of share units, vested | $ | $ 1,038,456 | |||||
Fair value of share units, vested | $ | $ 1,159,913 | |||||
Time Based Share Units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of other equity instruments issued | 1,553,125 | 1,553,125 | 452,125 | 452,125 | ||
Weighted average exercise price of other equity instruments issued | (per share) | $ 2.93 | $ 3.81 | $ 3.45 | $ 4.71 | ||
Number of other equity instruments vested | 325,875 | 325,875 | 364,000 | 364,000 | ||
Performance Based Share Units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [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, 2019$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Number of options, Beginning balance | 1,344,687 | 1,344,687 | 1,344,687 | 1,344,687 |
Issued | 500,000 | 500,000 | 0 | 0 |
Exercised | (840,000) | (840,000) | ||
Number of options, Ending balance | 1,004,687 | 1,004,687 | 1,344,687 | 1,344,687 |
Weighted average exercise price, Beginning balance | (per share) | $ 0.53 | $ 0.69 | $ 0.55 | $ 0.69 |
Weighted average exercise price, Issued | (per share) | 2.73 | 3.56 | ||
Weighted average exercise price, Exercised | (per share) | (0.52) | (0.68) | ||
Weighted average exercise price, Ending balance | (per share) | $ 1.63 | $ 2.12 | $ 0.53 | $ 0.69 |
Share Capital - Summary of Weig
Share Capital - Summary of Weighted Average Assumptions Used to Estimate Fair Value of Stock Options Granted (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Expected life of options | 5 years 18 days |
Risk-free interest rate | 1.61% |
Dividend yield | 0.00% |
Volatility | 63.00% |
Pre-vest forfeiture rate | 3.67% |
Share Capital - Schedule of Inf
Share Capital - Schedule of Information With Respect to Stock Options Outstanding and Exercisable (Detail) | 12 Months Ended | |||||
Dec. 31, 2019$ / sharesshares | Dec. 31, 2019$ / shares$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018$ / shares$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Exercise Price Range One [Member] | ||||||
Disclosure of Compensation Related Costs, Share based Payments [Abstract] | ||||||
Exercise price | (per share) | $ 0.46 | $ 0.60 | $ 0.44 | $ 0.60 | ||
Exercise price | (per share) | $ 0.57 | $ 0.70 | $ 0.51 | $ 0.70 | ||
Number of options | 504,687 | 504,687 | 1,344,687 | 1,344,687 | 504,687 | 1,344,687 |
Options outstanding Weighted average remaining contractual life (years) | 4 years 18 days | 4 years 18 days | 5 years 18 days | 5 years 18 days | ||
Options outstanding Weighted average exercise price | (per share) | $ 0.53 | $ 0.53 | $ 0.50 | $ 0.50 | $ 0.69 | $ 0.69 |
Number of options | 504,687 | 504,687 | 1,344,687 | 1,344,687 | 504,687 | 1,344,687 |
Options exercisable Weighted average exercise price ($CAD) | (per share) | (per share) | $ 0.53 | $ 0.53 | $ 0.50 | $ 0.50 | $ 0.69 | $ 0.69 |
Exercise Price Range Two [Member] | ||||||
Disclosure of Compensation Related Costs, Share based Payments [Abstract] | ||||||
Exercise price | (per share) | 2.73 | $ 3.56 | ||||
Exercise price | (per share) | $ 2.73 | $ 3.56 | ||||
Number of options | 500,000 | 500,000 | 500,000 | |||
Options outstanding Weighted average remaining contractual life (years) | 9 years 3 months 7 days | 9 years 3 months 7 days | ||||
Options outstanding Weighted average exercise price | (per share) | $ 2.73 | $ 2.73 | $ 3.56 |
Share Capital - Summary of Stat
Share Capital - Summary of Status of Share Unit Plan for Other Equity Instruments (Detail) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Time Based Share Units [Member] | ||
Disclosure of Compensation Related Costs, Share based Payments [Abstract] | ||
Beginning balance | 1,045,250 | 1,036,500 |
Issued | 1,553,125 | 452,125 |
Exercised | (325,875) | (364,000) |
Forfeited | (125,000) | (79,375) |
Ending balance | 2,147,500 | 1,045,250 |
Expected to vest | 2,147,500 | 1,045,250 |
Expected to vest | 2,147,500 | 1,045,250 |
Weighted average contractual life (years) | 3 years 10 days | 2 years 8 months 26 days |
Performance Based Share Units [Member] | ||
Disclosure of Compensation Related Costs, Share based Payments [Abstract] | ||
Beginning balance | 1,500,000 | 1,350,000 |
Issued | 150,000 | |
Forfeited | (550,000) | |
Ending balance | 950,000 | 1,500,000 |
Expected to vest | 1,100,000 | |
Expected to vest | 950,000 | 1,500,000 |
Weighted average contractual life (years) | 7 years 7 days | 7 years 11 months 26 days |
Share Capital - Summary of Calc
Share Capital - Summary of Calculation of Basic Earnings (loss) Per Share (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net earnings, Basic | $ 3,771,163 | $ 4,679,921 |
Net earnings, Diluted | $ 3,771,163 | $ 4,679,921 |
Weighted average number of common shares outstanding, Basic | 71,536,310 | 72,582,733 |
Weighted average number of common shares outstanding, Diluted | 72,697,539 | 74,085,172 |
Earnings per common share, Basic | $ 0.053 | $ 0.064 |
Earnings per common share, Diluted | $ 0.052 | $ 0.063 |
Options [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average number of common shares outstanding, Basic | 421,249 | 1,122,708 |
Share units [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average number of common shares outstanding, Basic | 739,980 | 379,731 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense (Recovery) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Line Items] | ||
Current tax expense | $ 5,067,182 | $ 5,119,062 |
Deferred tax recovery | (3,440,121) | (2,407,176) |
Total tax expense | 1,627,061 | 2,711,886 |
Net income before tax – All jurisdictions | 9,839,545 | 15,727,803 |
Tax expense at statutory income tax rates | 2,656,677 | 4,259,890 |
Permanent differences | (50,235) | 503,964 |
Income attributable to non-controlling interest | (1,192,280) | (2,245,809) |
Foreign income taxed at different rates | 33,189 | (26,042) |
Impact of change in tax rates | 26,902 | 216,295 |
Other | 152,808 | 3,588 |
Canada [Member] | ||
Income Tax Disclosure [Line Items] | ||
Net income before tax – All jurisdictions | 6,889,481 | 5,957,089 |
United States [Member] | ||
Income Tax Disclosure [Line Items] | ||
Net income before tax – All jurisdictions | $ 2,950,064 | $ 9,770,714 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Company's statutory tax rate | 27.00% | 27.00% |
unrecognized tax benefits | $ 0 | $ 0 |
Unrecognized tax benefits | $ 0 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Property and equipment | $ 2,684 | $ 356 |
Intangible assets | 9,222,824 | 4,752,898 |
Finance related costs | 224,986 | 375,182 |
Reserves | 64,755 | |
Share transaction costs | 87,337 | |
Stock-based compensation | 767,228 | 534,926 |
Earn-out obligation | 265,660 | 732,986 |
Deferred tax liabilities: | ||
Property and equipment | (23,757) | (40,357) |
Deferred consideration | (4,226) | (18,388) |
Reserves | (83,206) | (55,568) |
Unrealized foreign exchange | (20,610) | (20,698) |
Finance related costs | (78,060) | (68,938) |
Net deferred tax asset | 10,338,278 | 6,279,736 |
Canada [Member] | ||
Deferred tax assets: | ||
Deferred tax asset | 87,343 | |
Deferred tax liabilities: | ||
Deferred Tax Liabilities, Gross | (101,822) | (109,294) |
Net deferred tax liability | (101,822) | (21,951) |
United States [Member] | ||
Deferred tax assets: | ||
Deferred tax asset | 10,548,137 | 6,396,341 |
Deferred tax liabilities: | ||
Deferred Tax Liabilities, Gross | (108,037) | (94,654) |
Net deferred tax asset | $ 10,440,100 | $ 6,301,687 |
Net Finance Expense - Summary o
Net Finance Expense - Summary of Net Finance Expense (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finance expense: | ||
Interest and accretion expense on borrowings | $ 3,288,704 | $ 3,168,762 |
Accretion expense on earn-out obligation and deferred consideration | 133,450 | 166,575 |
Amortization of deferred financing fees | 276,260 | 260,363 |
Net change in fair value of financial liabilities at fair value through earnings | 2,861,204 | 971,627 |
Other | 50,000 | |
Total finance expense | 6,609,618 | 4,567,327 |
Net finance expense | $ 6,609,618 | $ 4,567,327 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Fair Value of Financial Instruments (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | $ 1,063,060 | $ 2,920,583 |
Earn-out obligation [Member] | ||
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 1,063,060 | 2,920,583 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 1,063,060 | 2,920,583 |
Fair Value, Inputs, Level 3 [Member] | Earn-out obligation [Member] | ||
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | $ 1,063,060 | $ 2,920,583 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Financial Instruments [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Interest Rate Risk [Member] | 10% Point Increase in Interest Rate [Member] | ||
Financial Instruments [Line Items] | ||
Increase (decrease) in net income | $ (329,000) | $ (295,000) |
Interest Rate Risk [Member] | 10% Point Decrease in Interest Rate [Member] | ||
Financial Instruments [Line Items] | ||
Increase (decrease) in net income | 329,000 | 295,000 |
Fair Value, Measurements, Recurring [Member] | ||
Financial Instruments [Line Items] | ||
Accretion expense related to earn-out obligation | 77,095 | $ 73,531 |
Fair Value, Inputs, Level 3 [Member] | ||
Financial Instruments [Line Items] | ||
Payments on partial amount of earn-out obligation | 4,795,822 | |
Remaining obligation payable | $ 1,063,060 | |
Expects to pay the remaining obligation period | 1 year | |
Increase (decrease) in fair value of earn-out obligation | $ 2,861,204 | |
Accretion expense related to earn-out obligation | $ 77,095 |
Financial Instruments - Summary
Financial Instruments - Summary of Reconciliation of Level 3 Fair Values (Detail) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Payment of earn-out obligation | $ (4,795,822) |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as at January 1, 2019 | 2,920,583 |
Payment of earn-out obligation | (4,795,822) |
Accretion expense | 77,095 |
Fair value adjustment | 2,861,204 |
Balance as at December 31, 2019 | $ 1,063,060 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Product sales | $ 35,095 | $ 29,685 |
Amounts owing by or to related party | $ 0 | $ 0 |
Segmented Information - Additio
Segmented Information - Additional information (Detail) | 12 Months Ended |
Dec. 31, 2019Segment | |
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, 2019 | Dec. 31, 2018 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue | $ 120,385,274 | $ 112,749,380 |
Canada and Other [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue | 225,807 | 271,803 |
United States [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue | $ 120,159,467 | $ 112,477,577 |
Segmented Information - Summa_2
Segmented Information - Summary of Revenue from Contract with Customer (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 120,385,274 | $ 112,749,380 |
Commercial Insurers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 90,332,380 | 86,992,218 |
Federal Insurers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 19,404,851 | 14,246,626 |
Physicians [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 10,078,843 | 10,959,215 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 569,200 | $ 551,321 |
Segmented Information - Summa_3
Segmented Information - Summary of Property and Equipment, Intangibles and Other Assets Located in Geographic Regions (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment | $ 251,933 | $ 303,291 |
Intangible assets | 163,108,193 | 179,384,263 |
Total assets | 203,095,269 | 218,987,996 |
Canada [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment | 210,386 | 276,621 |
Intangible assets | 30,478 | 32,735 |
Total assets | 3,231,845 | 9,293,796 |
United States [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment | 41,547 | 26,670 |
Intangible assets | 163,077,715 | 179,351,528 |
Total assets | $ 199,863,424 | $ 209,694,200 |
Segmented Information - Summa_4
Segmented Information - Summary of Operating Segments (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 120,385,274 | $ 112,749,380 |
Operating costs | 105,703,079 | 92,454,250 |
Operating income (loss) | 14,682,195 | 20,295,130 |
Finance expense | 6,609,618 | 4,567,327 |
Depreciation and amortization expense | 35,009,070 | 31,486,055 |
Anesthesia Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 110,306,431 | 101,790,165 |
Operating costs | 94,506,039 | 81,079,150 |
Operating income (loss) | 15,800,392 | 20,711,015 |
Finance expense | 2,994,654 | 1,138,200 |
Depreciation and amortization expense | 34,908,764 | 31,394,245 |
Product Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 10,078,843 | 10,959,215 |
Operating costs | 4,647,719 | 5,022,737 |
Operating income (loss) | 5,431,124 | 5,936,478 |
Depreciation and amortization expense | 25,534 | 68,509 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating costs | 6,549,321 | 6,352,363 |
Operating income (loss) | (6,549,321) | (6,352,363) |
Finance expense | 3,614,964 | 3,429,127 |
Depreciation and amortization expense | $ 74,772 | $ 23,301 |