Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 11, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | CRH MEDICAL CORPORATION | |
Entity Central Index Key | 0001461119 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | CRHM | |
Entity Common Stock, Shares Outstanding | 71,564,084 | |
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 619 – 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 Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | A1 | |
Entity Interactive Data Current | Yes | |
Title of each class | Common Shares, no par value | |
Name of each exchange on which registered | NYSEAMER |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 13,327,512 | $ 6,568,716 |
Trade and other receivables, net | 16,872,743 | 20,041,288 |
Income tax receivable | 2,709,642 | 1,332,129 |
Prepaid expenses and deposits | 994,326 | 729,483 |
Inventories, finished goods | 322,818 | 349,324 |
Total current assets | 34,227,041 | 29,020,940 |
Non-current assets: | ||
Property and equipment, net | 224,350 | 251,933 |
Right of use asset | 146,829 | 214,854 |
Intangible assets, net | 153,728,539 | 163,108,193 |
Deferred asset acquisition costs | 218,501 | 59,249 |
Deferred tax assets | 10,794,462 | 10,440,100 |
Total non-current assets | 165,112,681 | 174,074,329 |
Total assets | 199,339,722 | 203,095,269 |
Current liabilities: | ||
Trade and other payables | 4,802,523 | 6,196,741 |
Employee benefits | 1,143,981 | 992,845 |
Income tax payable | 28,589 | |
Current portion of right of use asset liability | 73,663 | 125,555 |
Deferred consideration | 1,402,269 | 1,868,052 |
Earn-out obligation | 872,068 | 1,063,060 |
Member loan | 68,600 | 68,600 |
Total current liabilities | 8,363,104 | 10,343,442 |
Non-current liabilities: | ||
Right of use asset liability | 36,587 | 54,300 |
Notes payable and bank indebtedness | 70,436,634 | 68,380,345 |
Deferred tax liabilities | 101,822 | 101,822 |
Total non-current liabilities | 70,575,043 | 68,536,467 |
Equity | ||
Common stock, no par value; 71,579,284 and 71,603,584 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 56,135,489 | 56,056,113 |
Additional paid-in capital | 7,707,548 | 7,168,156 |
Accumulated other comprehensive loss | (66,772) | (66,772) |
Retained earnings | 11,008,401 | 13,154,981 |
Total equity attributable to shareholders of the Company | 74,784,666 | 76,312,478 |
Non-controlling interest | 45,616,909 | 47,902,882 |
Total equity | 120,401,575 | 124,215,360 |
Total liabilities and equity | $ 199,339,722 | $ 203,095,269 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares issued | 71,579,284 | 71,603,584 |
Common stock, shares outstanding | 71,579,284 | 71,603,584 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Total revenue | $ 25,454,792 | $ 29,119,090 |
Expenses: | ||
Total expenses | 28,051,654 | 25,294,241 |
Operating income (loss) | (2,596,862) | 3,824,849 |
Finance income | (190,992) | |
Finance expense | 687,832 | 2,391,979 |
(Gain) loss from equity investment | 15,666 | (125,179) |
Income (loss) before tax | (3,109,368) | 1,558,049 |
Income tax expense (recovery) | (974,411) | 167,259 |
Net and comprehensive income (loss) | (2,134,957) | 1,390,790 |
Attributable to: | ||
Shareholders of the Company | (2,078,494) | (76,968) |
Non-controlling interest | (56,463) | 1,467,758 |
Net and comprehensive income | $ (2,134,957) | $ 1,390,790 |
Loss per share attributable to shareholders | ||
Basic and diluted | $ (0.029) | $ (0.001) |
Weighted average shares outstanding: | ||
Basic and diluted | 71,608,769 | 71,823,368 |
Anesthesia Services [Member] | ||
Revenue: | ||
Total revenue | $ 23,150,397 | $ 26,692,966 |
Expenses: | ||
Total expenses | 24,629,366 | 22,559,355 |
Product [Member] | ||
Revenue: | ||
Total revenue | 2,304,395 | 2,426,124 |
Expenses: | ||
Total expenses | 1,191,484 | 1,134,477 |
Corporate Expense [Member] | ||
Expenses: | ||
Total expenses | $ 2,230,804 | $ 1,600,409 |
Condensed Consolidated Statem_2
Condensed 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, 2018 | $ 137,291,177 | $ 55,372,884 | $ 9,329,335 | $ (66,772) | $ 12,916,565 | $ 59,739,165 |
Beginning Balance , shares at Dec. 31, 2018 | 72,055,688 | |||||
Total net and comprehensive income (loss) for the period | 1,390,790 | (76,968) | 1,467,758 | |||
Stock-based compensation | 564,251 | 564,251 | ||||
Common shares issued on vesting of share units | $ 8,235 | (8,235) | ||||
Common shares issued on vesting of share units, shares | 2,500 | |||||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 11(e)) | (1,410,823) | $ (347,300) | (1,063,523) | |||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 11(d)), shares | (461,600) | |||||
Common shares repurchased in connection with normal course issuer bid and held as treasury shares | (82,496) | $ (20,291) | (62,205) | |||
Cancellation of treasury shares, shares | (10,400) | |||||
Distributions to members | (4,034,800) | (4,034,800) | ||||
Ending Balance at Mar. 31, 2019 | 133,718,099 | $ 55,013,528 | 9,885,351 | (66,772) | 11,713,869 | 57,172,123 |
Ending Balance , shares at Mar. 31, 2019 | 71,586,188 | |||||
Beginning Balance at Dec. 31, 2019 | 124,215,360 | $ 56,056,113 | 7,168,156 | (66,772) | 13,154,981 | 47,902,882 |
Beginning Balance , shares at Dec. 31, 2019 | 71,603,584 | |||||
Total net and comprehensive income (loss) for the period | (2,134,957) | (2,078,494) | (56,463) | |||
Stock-based compensation | 652,548 | 652,548 | ||||
Common shares issued on vesting of share units | $ 139,105 | (139,105) | ||||
Common shares issued on vesting of share units, shares | 50,000 | |||||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 11(e)) | (123,399) | $ (57,700) | (65,699) | |||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 11(d)), shares | (74,300) | |||||
Common shares repurchased in connection with normal course issuer bid and held as treasury shares | (4,416) | $ (2,029) | (2,387) | |||
Adjustment in respect of prior year acquisition (note 4) | 25,949 | 25,949 | ||||
Distributions to members | (2,229,510) | (2,229,510) | ||||
Ending Balance at Mar. 31, 2020 | $ 120,401,575 | $ 56,135,489 | $ 7,707,548 | $ (66,772) | $ 11,008,401 | $ 45,616,909 |
Ending Balance , shares at Mar. 31, 2020 | 71,579,284 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Parenthetical) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Common Stock [Member] | ||
Shares repurchased in connection with normal course issuer bid and held as treasury shares | 2,700 | 27,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities: | ||
Net income (loss) | $ (2,134,957) | $ 1,390,790 |
Adjustments for: | ||
Depreciation of property, equipment and intangibles | 9,408,874 | 8,667,984 |
Stock-based compensation | 652,548 | 564,251 |
Unrealized foreign exchange | (2,399) | (2,111) |
Deferred income tax recovery | (579,347) | (1,192,100) |
Change in fair value of contingent consideration | (190,992) | 1,400,500 |
Accretion on contingent consideration and deferred consideration | 10,145 | 53,268 |
Amortization of deferred financing fees | 90,603 | 65,091 |
(Gain) loss from equity investment | 15,666 | (125,179) |
Change in current tax receivable | (1,181,116) | 1,003,285 |
Change in trade and other receivables | 3,168,544 | 529,902 |
Change in prepaid expenses | (264,843) | 114,134 |
Change in inventories | 26,506 | (227,730) |
Change in trade and other payables | (1,385,549) | 94,305 |
Change in employee benefits | 151,134 | 39,326 |
Net cash provided by operating activities | 7,784,817 | 12,375,716 |
Financing activities | ||
Repayment of member loans | (49,000) | |
Equity investment loan | (30,000) | |
Proceeds from short-term advances | 72,534 | |
Payment of deferred consideration | (465,645) | |
Repayment of notes payable and bank indebtedness | (3,000,000) | (5,925,000) |
Proceeds from bank indebtedness | 5,000,000 | |
Payment of deferred financing fees | (34,314) | |
Distributions to non-controlling interest | (2,229,510) | (4,034,800) |
Repurchase of shares for cancellation | (127,816) | (1,493,319) |
Net cash used in financing activities | (857,285) | (11,459,585) |
Investing activities | ||
Acquisition of property and equipment | (1,636) | (30,418) |
Deferred asset acquisition costs | (159,252) | (24,193) |
Acquisition of anesthesia services providers | (5,239,003) | |
Net cash used in investing activities | (160,888) | (5,293,614) |
Effects of foreign exchange on cash and cash equivalents | (7,848) | 787 |
Increase (decrease) in cash and cash equivalents | 6,758,796 | (4,376,696) |
Cash and cash equivalents, beginning of period | 6,568,716 | 9,946,945 |
Cash and cash equivalents, end of period | 13,327,512 | 5,570,249 |
Supplemental disclosures: | ||
Cash interest paid | (606,663) | (884,080) |
Taxes paid | (786,053) | (355,839) |
Operating lease payments | $ (69,395) | (92,221) |
Non-cash acquisition costs | $ (116,025) |
Nature of operations
Nature of operations | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of operations | 1. Nature of operations 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 619, 999 Canada Place, Vancouver, British Columbia, Canada. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies (a) Basis of presentation: These condensed consolidated interim financial statements have been prepared in accordance with US GAAP. These interim financial statements do not include all note disclosures required on an annual basis, and therefore, should be read in conjunction with the annual audited consolidated financial statements for the year ended December 31, 2019, filed with the appropriate securities regulatory authorities. In the opinion of management, all adjustments, which include reclassifications and normal recurring adjustments necessary to present fairly the condensed consolidated balance sheets, condensed consolidated statement of operations and comprehensive income (loss), condensed consolidated statements of changes in equity and condensed consolidated statements cash flows as at March 31, 2020 and for all periods presented, have been recorded. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the Company's full year results. (b) Basis of consolidation: These condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company through voting control and for the anesthesia business, control over the assets and business operations of the subsidiary through operating agreements. Control exists when the Company has the continuing power to govern the financial and operating policies 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. (c) U s s t at u m s The p p ti t o y’ condensed c ns t interim 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. |
Recent accounting pronouncement
Recent accounting pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
New Accounting Pronouncements And Changes In Accounting Principles Abstract | |
Recent accounting pronouncements | 3. Recent accounting pronouncements: (a) Initial adoption of new accounting standards: ( i ) In June 2016, FASB issued ASU No. 2016-13, “ Financial Instruments- Credit Losses (Topic 326)” , which requires companies to measure credit losses on financial instruments measured at amortized cost by applying an “expected credit loss” model based upon past events, current conditions and reasonable and supportable forecasts that affect collectability. Previously, companies applied an “incurred loss” methodology for recognizing credit losses. This standard is effective for fiscal years beginning after December 15, 2019. The adoption of this standard did not have a material impact on the Company. 3. Recent accounting pronouncements (continued): (ii) In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. (b) Recent accounting pronouncements not yet adopted: ( i ) 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 |
Asset acquisitions
Asset acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Asset acquisitions | 4. Asset acquisitions: During the three months ended March 31, 2020, the Company did not complete any 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. 4. Asset acquisitions (continued): 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 acquisition agreement and professional services agreement. 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 | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Trade and other receivables | 5. Trade a n t i v l March 31, 2020 December 31, 2019 Trade receivables, gross $ 16,851,074 $ 20,024,916 Other receivables 53,238 50,756 Less: allowance for doubtful accounts (31,569 ) (34,384 ) $ 16,872,743 $ 20,041,288 Anesthesia segment – trade receivables, gross 16,142,557 19,081,177 Product segment – trade receivables, gross 708,517 943,739 $ 16,851,074 $ 20,024,916 |
Trade and other payables
Trade and other payables | 3 Months Ended |
Mar. 31, 2020 | |
Payables And Accruals [Abstract] | |
Trade and other payables | 6. Trade and other payables: March 31, 2020 December 31, 2019 Trade payables $ 1,058,175 $ 1,213,276 Accruals and other payables 3,744,348 4,983,465 $ 4,802,523 $ 6,196,741 |
Right of use assets and related
Right of use assets and related obligations | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Right of use assets and related obligations | 7. Right of use assets and related obligations: The Company has applied the exemption to treat short-term leases as executory contracts as well as applied the practical expedient 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 three months ended March 31, 2020, the Company incurred total operating lease expenses of $90,572 (2019 - $96,611). For the three months ended March 31, 2020, this included lease expenses associated with fixed lease payments of $69,129 and variable lease payments of $21,443 (2019 - $51,240 and $45,371, respectively). Lease expense is allocated to operating segments based on the location of the leases, as follows: For the three months ended March 31, 2020 2019 Anesthesia services expense $ 28,180 $ 34,119 Product sales expense 31,196 27,758 Corporate expense 31,196 34,734 $ 90,572 $ 96,611 The weighted average lease term of the Company’s three premises leases is 1.47 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 JP Morgan Facility, which is disclosed in note 10. 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 Remainder of 2020 $ 58,487 2021 55,498 $ 113,985 Accretion related to outstanding lease obligations (3,735 ) Total $ 110,250 Current obligation relating to right of use assets $ 73,663 Long-term obligation relating to right of use assets $ 36,587 Total $ 110,250 |
Intangible assets
Intangible assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible assets | 8. Intangible assets: Intangible assets, consisting of acquired exclusive professional service agreements to provide anesthesia services and the cost of acquiring patents, are recorded at historical cost. For patents, costs also include legal costs involved in expanding the countries in which the patents are recognized to the extent expected cash flows from those countries exceed these costs over the amortization period and costs related to new patents. The amortization term for professional services agreements are based on the contractual terms of the agreements. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are measured at cost less accumulated amortization and accumulated impairment losses. Intangible assets with finite lives are amortized over the following periods: Asset Basis Rate Intellectual property rights to the CRH O’Regan System Straight-line 15 years Intellectual property new technology Straight-line 20 years Exclusive professional services agreements Straight-line 4.5 to 15 years Professional Services Agreements Patents Total Cost Balance as at December 31, 2019 $ 275,113,390 $ 532,598 $ 275,645,988 Additions through asset acquisitions (note 4) — — — Balance as at March 31, 2020 $ 275,113,390 $ 532,598 $ 275,645,988 Professional Services Agreements Patents Total Accumulated depreciation Balance as at December 31, 2019 $ 112,035,676 $ 502,119 $ 112,537,795 Amortization expense 9,379,278 376 9,379,654 Balance as at March 31, 2020 $ 121,414,954 $ 502,495 $ 121,917,449 Professional Services Agreements Patents Total Net book value March 31, 2020 $ 153,698,436 $ 30,103 $ 153,728,539 December 31, 2019 $ 163,077,714 $ 30,479 $ 163,108,193 The Company identified indicators of impairment in respect of six professional services agreements as at March 31, 2020. Upon performing undiscounted cash flow models for these assets, the Company As 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 to the carrying amounts as at December 31, 2019. 8. Intangible assets (continued): As a result of this test, no write-downs to the intangible assets were required. 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 3.08 years. The weighted average remaining amortization period for the Company’s professional services agreements is 4.91 years. Based on the Company’s professional services agreements in place at March 31, 2020, 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 March 31, 2020 Remainder of 2020 $ 28,058,866 2021 32,132,359 2022 25,411,095 2023 21,264,711 2024 19,340,794 The first three months of 2025 3,274,220 $ 129,482,045 |
Equity investment
Equity investment | 3 Months Ended |
Mar. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Equity investment | 9. 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 option agreement was determined to be an executory contract and both the equity interest and option agreement were determined to have only nominal value upon grant date and as at March 31, 2019. The following table summarizes unaudited financial information for the TSA equity method investee for the three months ended March 31, 2019. As at and for the three months ended March 31, 2020, TSA is consolidated 100% within the results of the Company. Results of operations Three months ended March 31, 2019 Anesthesia revenue $ 1,106,603 Anesthesia services expense 360,605 Net income $ 745,998 |
Notes payable
Notes payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes payable | 10. Notes payable: March 31, 2020 December 31, 2019 Current portion $ — $ — Non-current portion 70,436,634 68,380,345 Total loans and borrowings $ 70,436,634 $ 68,380,345 J.P. Morgan Chase (“JP Morgan Facility”) On October 22, 2019, the Company entered into a three year revolving credit line which provides up to $200 million in borrowing capacity. The JP Morgan 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 JP Morgan Facility is calculated with reference to LIBOR plus 1.25% to 1.75%, dependent on the Company’s total leverage ratio. The JP Morgan 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 are amortized over the term of the new facility. The Company incurred deferred financing fees of $839,893 in connection with this facility in the year ended December 31, 2019. The remaining unamortized fees relating to the JP Morgan Facility as of March 31, 2020 were $904,736. Under the JP Morgan Facility, there are no quarterly or annual repayment requirements. As at March 31, 2020, the Company had drawn $71,341,370 on the JP Morgan Facility (2019 - $69,341,370). As at March 31, 2020, 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 as at March 31, 2020. The consolidated minimum loan payments (principal) for all loan agreements in the future are as follows: Minimum Principal At March 31, 2020 Remainder of 2020 $ — 2022 71,341,370 $ 71,341,370 |
Share capital
Share capital | 3 Months Ended |
Mar. 31, 2020 | |
Text Block [Abstract] | |
Share capital | 11. Share capital: (a) Authorized: 100,000,000 common shares without par value. (b) Issued and outstanding – common shares: Other than in connection with shares issued in respect of the Company’s share unit and share option plans and in connection with the Company’s normal course issuer bid (note 11(e)), there were no share transactions in the three months ended March 31, 2020 and 2019. (c) 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. 11. Share cap i al (continued) A summary of the status of the plan as of March 31, 2020 is as follows: Time based share units Performance based share units Outstanding, December 31, 2019 2,147,500 950,000 Issued — — Exercised (50,000 ) — Forfeited (47,500 ) — Expired — — Outstanding, March 31, 2020 2,050,000 950,000 Vested — — Expected to vest 2,050,000 — During the three months ended March 31, 2020, the Company recognized $570,254 (2019 – $564,251) (d) Stock-option plan: During the three months ended March 31, 2020, there was no activity in the Company’s stock-option plan. During the three months ended March 31, 2020, the Company recognized $82,294 (2019 - $nil) in compensation expense in relation to options. ( e ) Normal Course Issuer Bid: During the three months ended March 31, 2020, the Company repurchased 77,000 (2019 – 488,600) of its shares under its Normal Course Issuer Bid for a total cost, including transaction fees, of $128,365 (CAD$178,486) (2019 - $1,496,588 (CAD$1,988,859)). As at March 31, 2020, 74,300 of these shares had been cancelled with the remaining 2,700 shares cancelled on April 3, 2020. ( f ) Loss p s a The calculation of basic and diluted loss per share for the three months ended March 31, 2020 and 2019 is as follows: For the three months ended March 31, 2020 2019 Net loss Weighted average number of common shares outstanding Per share amount Net loss Weighted average number of common shares outstanding Per share amount Net loss attributable to shareholders: Loss per common share: Basic and diluted $ (2,078,494 ) 71,608,769 $ (0.029 ) $ (76,968 ) 71,823,368 $ (0.001 ) For the three months ended March 31, 2020, 1,004,687 options (2019 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. |
Net finance expense
Net finance expense | 3 Months Ended |
Mar. 31, 2020 | |
Text Block [Abstract] | |
Net finance expense | 12. Net finance expense Recognized in earnings in the three months ended March 31, 2020: For the three months ended March 31, 2020 2019 Finance income: Net change in fair value of financial liabilities at fair value through earnings (note 13) $ (190,992 ) $ — Total finance income $ (190,992 ) $ — Finance expense: Interest and accretion expense on borrowings $ 587,084 $ 873,120 Accretion expense on earn-out obligation and deferred consideration 10,145 53,268 Amortization of deferred financing fees 90,603 65,091 Net change in fair value of financial liabilities at fair value through earnings (note 13) — 1,400,500 Total finance expense $ 687,832 $ 2,391,979 Net finance expense $ 496,840 $ 2,391,979 |
Financial instruments
Financial instruments | 3 Months Ended |
Mar. 31, 2020 | |
Investments All Other Investments [Abstract] | |
Financial instruments | 13. Financial instruments: The Company’s financial instruments consist of cash and cash equivalents, trade and other receivables, trade and other payables, employee benefit obligations, short term advances, 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. 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 March 31, 2020 Level 1 Level 2 Level 3 Earn-out obligation $ 872,068 $ — $ — $ 872,068 Total $ 872,068 $ — $ — $ 872,068 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 13. Financial instruments (continued) 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 transaction, 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 $872,068 within one year. 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 three months ended March 31, 2020, 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 a decrease During the three months ended March 31, 2020, the Company recorded accretion expense of $nil (2019 - $33,658), 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, 2020 $ 1,063,060 Recorded in finance expense: Fair value adjustment (190,992 ) Balance as at March 31, 2020 $ 872,068 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 14. 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. In March 2020 the COVID-19 outbreak was declared a pandemic by the World Health Organization. The situation is dynamic and the ultimate duration and magnitude of the impact on the economy and our business are not known at this time. These impacts could include an impact on our ability to obtain debt and equity financing, impairment in the value of our long-lived assets, or potential future decrease in revenue or the profitability of our going operations. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related party transactions | 15. Related party transactions: Balances and transactions between the Company and its wholly owned and controlled subsidiaries have been eliminated on consolidation and are not disclosed in this note. Details of the transactions between the Company and other related parties are disclosed below: (a) Related party transactions: During the three months ended March 31, 2020, the Company made product sales totaling $7,190 |
Segmented information
Segmented information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segmented information | 16. Segmented information: The Company operates in two industry segments: the sale of medical products and the provision of anesthesia services. The revenues relating to geographic segments based on customer location, in United States dollars, for the three months ended March 31, 2020 and 2019 are as follows: Three months ended March 31, 2020 March 31, 2019 Revenue: Canada and other $ 64,672 $ 50,060 United States 25,390,120 29,069,030 Total $ 25,454,792 $ 29,119,090 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. Three months ended March 31, 2020 March 31, 2019 Revenue: Commercial Insurers $ 18,608,510 $ 22,202,878 Federal Insurers 4,472,812 4,353,403 Physicians 2,304,395 2,426,124 Other 69,075 136,685 Total $ 25,454,792 $ 29,119,090 The Company’s property and equipment, intangibles, other assets and total assets are located in the following geographic regions as at March 31, 2020 and December 31, 2019: 2020 2019 Property and equipment: Canada $ 186,928 $ 210,386 United States $ 37,422 41,547 Total $ 224,350 $ 251,933 Intangible assets: Canada $ 30,101 $ 30,478 United States $ 153,698,438 163,077,715 Total $ 153,728,539 $ 163,108,193 Total assets: Canada $ 7,683,885 $ 3,231,845 United States $ 191,655,837 199,863,424 Total $ 199,339,722 $ 203,095,269 The financial measures reviewed by the Company’s Chief Operating Decision Maker are presented below for the three months ended March 31, 2020 and 2019.The Company does not allocate expenses related to corporate activities. These expenses are presented within “Other” to allow for reconciliation to reported measures. Three months ended March 31, 2020 Anesthesia services Product sales Other Total Revenue $ 23,150,397 $ 2,304,395 $ — $ 25,454,792 Operating costs 24,629,366 1,191,484 2,230,804 28,051,654 Operating income (loss) $ (1,478,969 ) $ 1,112,911 $ (2,230,804 ) $ (2,596,862 ) 16. Segmented information (continued) Three months ended March 31, 2019 Anesthesia services Product sales Other Total Revenue $ 26,692,966 $ 2,426,124 $ — $ 29,119,090 Operating costs 22,559,355 1,134,477 1,600,409 25,294,241 Operating income (loss) $ 4,133,611 $ 1,291,647 $ (1,600,409 ) $ 3,824,849 Additionally, the Company incurs the following in each of its operating segments: Three months ended March 31, 2020 Anesthesia services Product sales Other Total Finance (income) expense $ (180,847 ) $ — $ 677,687 $ 496,840 Depreciation and amortization expense $ 9,383,403 $ 5,295 $ 20,176 $ 9,408,874 Three months ended March 31, 2019 Anesthesia services Product sales Other Total Finance expense $ 1,453,768 $ — $ 938,211 $ 2,391,979 Depreciation and amortization expense $ 8,643,707 $ 9,172 $ 15,105 $ 8,667,984 |
Subsequent event
Subsequent event | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent event | 17. Subsequent event: On April 17, 2020, the Company received loan proceeds of $2,945,620 (“PPP Loan”) under the Paycheck Protection Program (“PPP”). The PPP was established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) in order to enable small businesses to pay employees during the COVID-19 crisis, and provides loans to qualifying businesses for up to 2.5 times their average monthly payroll costs. The amount borrowed under the PPP is expected to be eligible to be forgiven provided that the borrower uses the loan proceeds during the eight week period after receiving them, and provided that the proceeds are used to cover payroll costs (including benefits), rent, mortgage interest, and utility costs. The amount of loan forgiveness will be reduced if, among other reasons, the borrower does not maintain staffing or payroll levels. Principal and interest payments on any unforgiven portion of the PPP Loan will be deferred for six months and will accrue interest at a fixed annual rate of 1%. Additionally, the remaining PPP Loan balance will carry a two year maturity date. There is no prepayment penalty on the PPP Loan. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | (a) Basis of presentation: These condensed consolidated interim financial statements have been prepared in accordance with US GAAP. These interim financial statements do not include all note disclosures required on an annual basis, and therefore, should be read in conjunction with the annual audited consolidated financial statements for the year ended December 31, 2019, filed with the appropriate securities regulatory authorities. In the opinion of management, all adjustments, which include reclassifications and normal recurring adjustments necessary to present fairly the condensed consolidated balance sheets, condensed consolidated statement of operations and comprehensive income (loss), condensed consolidated statements of changes in equity and condensed consolidated statements cash flows as at March 31, 2020 and for all periods presented, have been recorded. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the Company's full year results. |
Basis of consolidation | (b) Basis of consolidation: These condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company through voting control and for the anesthesia business, control over the assets and business operations of the subsidiary through operating agreements. Control exists when the Company has the continuing power to govern the financial and operating policies 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. |
Use of estimates, assumptions and judgments | (c) U s s t at u m s The p p ti t o y’ condensed c ns t interim 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. |
Asset acquisitions (Tables)
Asset acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 |
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 % |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Summary of Trade Receivables and Other Receivable | March 31, 2020 December 31, 2019 Trade receivables, gross $ 16,851,074 $ 20,024,916 Other receivables 53,238 50,756 Less: allowance for doubtful accounts (31,569 ) (34,384 ) $ 16,872,743 $ 20,041,288 Anesthesia segment – trade receivables, gross 16,142,557 19,081,177 Product segment – trade receivables, gross 708,517 943,739 $ 16,851,074 $ 20,024,916 |
Trade and other payables (Table
Trade and other payables (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables And Accruals [Abstract] | |
Summary of Trade and Other Payables | March 31, 2020 December 31, 2019 Trade payables $ 1,058,175 $ 1,213,276 Accruals and other payables 3,744,348 4,983,465 $ 4,802,523 $ 6,196,741 |
Right of use assets and relat_2
Right of use assets and related obligations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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: For the three months ended March 31, 2020 2019 Anesthesia services expense $ 28,180 $ 34,119 Product sales expense 31,196 27,758 Corporate expense 31,196 34,734 $ 90,572 $ 96,611 |
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 Remainder of 2020 $ 58,487 2021 55,498 $ 113,985 Accretion related to outstanding lease obligations (3,735 ) Total $ 110,250 Current obligation relating to right of use assets $ 73,663 Long-term obligation relating to right of use assets $ 36,587 Total $ 110,250 |
Intangible assets (Tables)
Intangible assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | 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 Professional Services Agreements Patents Total Cost Balance as at December 31, 2019 $ 275,113,390 $ 532,598 $ 275,645,988 Additions through asset acquisitions (note 4) — — — Balance as at March 31, 2020 $ 275,113,390 $ 532,598 $ 275,645,988 Professional Services Agreements Patents Total Accumulated depreciation Balance as at December 31, 2019 $ 112,035,676 $ 502,119 $ 112,537,795 Amortization expense 9,379,278 376 9,379,654 Balance as at March 31, 2020 $ 121,414,954 $ 502,495 $ 121,917,449 Professional Services Agreements Patents Total Net book value March 31, 2020 $ 153,698,436 $ 30,103 $ 153,728,539 December 31, 2019 $ 163,077,714 $ 30,479 $ 163,108,193 |
Summary of Amortization Expense to be Incurred by Company Over Next Five Years | Based on the Company’s professional services agreements in place at March 31, 2020, 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 March 31, 2020 Remainder of 2020 $ 28,058,866 2021 32,132,359 2022 25,411,095 2023 21,264,711 2024 19,340,794 The first three months of 2025 3,274,220 $ 129,482,045 |
Equity investment (Tables)
Equity investment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Unaudited Financial Information for TSA Equity Method Investee | The following table summarizes unaudited financial information for the TSA equity method investee for the three months ended March 31, 2019. As at and for the three months ended March 31, 2020, TSA is consolidated 100% within the results of the Company. Results of operations Three months ended March 31, 2019 Anesthesia revenue $ 1,106,603 Anesthesia services expense 360,605 Net income $ 745,998 |
Notes payable (Tables)
Notes payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | March 31, 2020 December 31, 2019 Current portion $ — $ — Non-current portion 70,436,634 68,380,345 Total loans and borrowings $ 70,436,634 $ 68,380,345 |
Summary of Detailed Information about Financial Covenants Ratios | As at March 31, 2020, 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) for all loan agreements in the future are as follows: Minimum Principal At March 31, 2020 Remainder of 2020 $ — 2022 71,341,370 $ 71,341,370 |
Share capital (Tables)
Share capital (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Text Block [Abstract] | |
Summary of Status of Plan for Other Equity Instruments | 11. Share cap i al (continued) A summary of the status of the plan as of March 31, 2020 is as follows: Time based share units Performance based share units Outstanding, December 31, 2019 2,147,500 950,000 Issued — — Exercised (50,000 ) — Forfeited (47,500 ) — Expired — — Outstanding, March 31, 2020 2,050,000 950,000 Vested — — Expected to vest 2,050,000 — |
Summary of Calculation of Basic and Diluted Loss Per Share | The calculation of basic and diluted loss per share for the three months ended March 31, 2020 and 2019 is as follows: For the three months ended March 31, 2020 2019 Net loss Weighted average number of common shares outstanding Per share amount Net loss Weighted average number of common shares outstanding Per share amount Net loss attributable to shareholders: Loss per common share: Basic and diluted $ (2,078,494 ) 71,608,769 $ (0.029 ) $ (76,968 ) 71,823,368 $ (0.001 ) |
Net finance expense (Tables)
Net finance expense (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Text Block [Abstract] | |
Summary of Net Finance Expense | Recognized in earnings in the three months ended March 31, 2020: For the three months ended March 31, 2020 2019 Finance income: Net change in fair value of financial liabilities at fair value through earnings (note 13) $ (190,992 ) $ — Total finance income $ (190,992 ) $ — Finance expense: Interest and accretion expense on borrowings $ 587,084 $ 873,120 Accretion expense on earn-out obligation and deferred consideration 10,145 53,268 Amortization of deferred financing fees 90,603 65,091 Net change in fair value of financial liabilities at fair value through earnings (note 13) — 1,400,500 Total finance expense $ 687,832 $ 2,391,979 Net finance expense $ 496,840 $ 2,391,979 |
Financial instruments (Tables)
Financial instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments All Other Investments [Abstract] | |
Schedule of Fair Value of Financial Instruments | Liabilities March 31, 2020 Level 1 Level 2 Level 3 Earn-out obligation $ 872,068 $ — $ — $ 872,068 Total $ 872,068 $ — $ — $ 872,068 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 |
Summary of Reconciliation of Level 3 Fair Values | Earn-out obligation Balance as at January 1, 2020 $ 1,063,060 Recorded in finance expense: Fair value adjustment (190,992 ) Balance as at March 31, 2020 $ 872,068 |
Segmented information (Tables)
Segmented information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 three months ended March 31, 2020 and 2019 are as follows: Three months ended March 31, 2020 March 31, 2019 Revenue: Canada and other $ 64,672 $ 50,060 United States 25,390,120 29,069,030 Total $ 25,454,792 $ 29,119,090 |
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. Three months ended March 31, 2020 March 31, 2019 Revenue: Commercial Insurers $ 18,608,510 $ 22,202,878 Federal Insurers 4,472,812 4,353,403 Physicians 2,304,395 2,426,124 Other 69,075 136,685 Total $ 25,454,792 $ 29,119,090 |
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 March 31, 2020 and December 31, 2019: 2020 2019 Property and equipment: Canada $ 186,928 $ 210,386 United States $ 37,422 41,547 Total $ 224,350 $ 251,933 Intangible assets: Canada $ 30,101 $ 30,478 United States $ 153,698,438 163,077,715 Total $ 153,728,539 $ 163,108,193 Total assets: Canada $ 7,683,885 $ 3,231,845 United States $ 191,655,837 199,863,424 Total $ 199,339,722 $ 203,095,269 |
Summary of Operating Segments | The financial measures reviewed by the Company’s Chief Operating Decision Maker are presented below for the three months ended March 31, 2020 and 2019.The Company does not allocate expenses related to corporate activities. These expenses are presented within “Other” to allow for reconciliation to reported measures. Three months ended March 31, 2020 Anesthesia services Product sales Other Total Revenue $ 23,150,397 $ 2,304,395 $ — $ 25,454,792 Operating costs 24,629,366 1,191,484 2,230,804 28,051,654 Operating income (loss) $ (1,478,969 ) $ 1,112,911 $ (2,230,804 ) $ (2,596,862 ) 16. Segmented information (continued) Three months ended March 31, 2019 Anesthesia services Product sales Other Total Revenue $ 26,692,966 $ 2,426,124 $ — $ 29,119,090 Operating costs 22,559,355 1,134,477 1,600,409 25,294,241 Operating income (loss) $ 4,133,611 $ 1,291,647 $ (1,600,409 ) $ 3,824,849 Additionally, the Company incurs the following in each of its operating segments: Three months ended March 31, 2020 Anesthesia services Product sales Other Total Finance (income) expense $ (180,847 ) $ — $ 677,687 $ 496,840 Depreciation and amortization expense $ 9,383,403 $ 5,295 $ 20,176 $ 9,408,874 Three months ended March 31, 2019 Anesthesia services Product sales Other Total Finance expense $ 1,453,768 $ — $ 938,211 $ 2,391,979 Depreciation and amortization expense $ 8,643,707 $ 9,172 $ 15,105 $ 8,667,984 |
Asset acquisitions - Additional
Asset acquisitions - Additional Information - (Detail) - Acquisition | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Number of asset acquisitions completed | 0 | 5 |
Asset acquisitions - Summary of
Asset acquisitions - Summary of Asset Acquisitions (Detail) - Anesthesia Services [Member] | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Business Acquisition [Line Items] | |
Consideration | $ 17,506,700 |
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 |
Asset acquisitions - Summary _2
Asset acquisitions - Summary of Fair Value of Consideration Transferred and Allocated Costs of Assets and Liabilities Acquired at Acquisition Date (Detail) - Anesthesia Services [Member] | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Business Acquisition [Line Items] | |
Cash | $ 15,032,311 |
Acquisition costs | 251,469 |
Deferred consideration | 627,645 |
Pre-transaction equity interest | 1,595,275 |
Purchase consideration | 17,506,700 |
Non-controlling interest | 11,419,673 |
Fair value of net identifiable assets and liabilities acquired | 28,926,373 |
Assets and liabilities acquired: | |
Exclusive professional services agreements | 27,182,915 |
Cash | 115,397 |
Accounts receivable | 1,950,219 |
Prepaid expenses and deposits | 1,518 |
Trade payables and other accruals | (323,676) |
Pre-close accounts receivable | 50,000 |
Pre-close accounts payable | (50,000) |
Fair value of net identifiable assets and liabilities acquired | 28,926,373 |
ACA [Member] | |
Business Acquisition [Line Items] | |
Cash | 5,239,003 |
Acquisition costs | 116,025 |
Deferred consideration | 0 |
Pre-transaction equity interest | 0 |
Purchase consideration | 5,355,028 |
Non-controlling interest | 0 |
Fair value of net identifiable assets and liabilities acquired | 5,355,028 |
Assets and liabilities acquired: | |
Exclusive professional services agreements | 5,355,028 |
Cash | 0 |
Accounts receivable | 0 |
Prepaid expenses and deposits | 0 |
Trade payables and other accruals | 0 |
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% |
SMAA [Member] | |
Business Acquisition [Line Items] | |
Cash | $ 1,752,465 |
Acquisition costs | 38,966 |
Deferred consideration | 0 |
Pre-transaction equity interest | 0 |
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 |
Cash | 0 |
Accounts receivable | 0 |
Prepaid expenses and deposits | 0 |
Trade payables and other accruals | 0 |
Pre-close accounts receivable | 0 |
Pre-close accounts payable | 0 |
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% |
CRAA [Member] | |
Business Acquisition [Line Items] | |
Cash | $ 2,130,000 |
Acquisition costs | 44,003 |
Deferred consideration | 0 |
Pre-transaction equity interest | 0 |
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 |
Cash | 0 |
Accounts receivable | 0 |
Prepaid expenses and deposits | 0 |
Trade payables and other accruals | 0 |
Pre-close accounts receivable | 0 |
Pre-close accounts payable | 0 |
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% |
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) |
Pre-close accounts receivable | 0 |
Pre-close accounts payable | 0 |
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% |
FPAA [Member] | |
Business Acquisition [Line Items] | |
Cash | $ 2,725,000 |
Acquisition costs | 37,302 |
Deferred consideration | 0 |
Pre-transaction equity interest | 0 |
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 |
Cash | 0 |
Accounts receivable | 0 |
Prepaid expenses and deposits | 0 |
Trade payables and other accruals | 0 |
Pre-close accounts receivable | 0 |
Pre-close accounts payable | 0 |
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% |
Trade and Other Receivables - S
Trade and Other Receivables - Summary of Trade Receivables and Other Receivable (Detail) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Line Items] | ||
Trade receivables, gross | $ 16,851,074 | $ 20,024,916 |
Other receivables | 53,238 | 50,756 |
Less: allowance for doubtful accounts | (31,569) | (34,384) |
Receivables net current | 16,872,743 | 20,041,288 |
Anesthesia Services [Member] | ||
Balance Sheet Related Disclosures [Line Items] | ||
Trade receivables, gross | 16,142,557 | 19,081,177 |
Product Sales [Member] | ||
Balance Sheet Related Disclosures [Line Items] | ||
Trade receivables, gross | $ 708,517 | $ 943,739 |
Trade and Other Payables - Summ
Trade and Other Payables - Summary of Trade and Other Payables (Detail) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instruments [Abstract] | ||
Trade payables | $ 1,058,175 | $ 1,213,276 |
Accruals and other payables | 3,744,348 | 4,983,465 |
Total | $ 4,802,523 | $ 6,196,741 |
Right of use assets and relat_3
Right of use assets and related obligations - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Lease cost | $ 90,572 | $ 96,611 |
Fixed lease payments | 69,129 | 51,240 |
Variable lease cost | $ 21,443 | $ 45,371 |
Weighted average lease term | 1 year 5 months 19 days |
Right of use assets and relat_4
Right of use assets and related obligations - Lease expense (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lease, Cost | $ 90,572 | $ 96,611 |
Anesthesia Services [Member] | ||
Lease, Cost | 28,180 | 34,119 |
Product Sales [Member] | ||
Lease, Cost | 31,196 | 27,758 |
Corporate Segment [Member] | ||
Lease, Cost | $ 31,196 | $ 34,734 |
Right of use assets and relat_5
Right of use assets and related obligations (Detail) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Remainder of 2020 | $ 58,487 | |
2021 | 55,498 | |
Total | 113,985 | |
Accretion related to outstanding lease obligations | (3,735) | |
Total | 110,250 | |
Current obligation relating to right of use assets | 73,663 | $ 125,555 |
Long-term obligation relating to right of use assets | 36,587 | $ 54,300 |
Total | $ 110,250 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets Finite Lives Amortized Over Period (Detail) | 3 Months Ended |
Mar. 31, 2020 | |
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 | |
Finite-Lived Intangible Assets [Line Items] | |
Rate | 4 years 6 months |
Exclusive Professional Services Agreements [Member] | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Rate | 15 years |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 275,645,988 | |
Ending balance | 275,645,988 | |
Beginning balance | 112,537,795 | |
Amortization expense | 9,379,654 | |
Ending balance | 121,917,449 | |
Net balance | 153,728,539 | $ 163,108,193 |
Professional Services Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 275,113,390 | |
Ending balance | 275,113,390 | |
Beginning balance | 112,035,676 | |
Amortization expense | 9,379,278 | |
Ending balance | 121,414,954 | |
Net balance | 153,698,436 | 163,077,714 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 532,598 | |
Ending balance | 532,598 | |
Beginning balance | 502,119 | |
Amortization expense | 376 | |
Ending balance | 502,495 | |
Net balance | $ 30,103 | $ 30,479 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - Service | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets Net Excluding Goodwill [Abstract] | ||
Number of professional services agreements identified with impairment indicators | 6 | 6 |
Number of professional services agreements identified for impairment upon undiscounted cash flow models | 2 | 2 |
Renewal term of professional services agreements | 3 years 29 days | |
Weighted average amortization period | 4 years 10 months 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] | Mar. 31, 2020USD ($) |
Finite Lived Intangible Assets, Future Amortization Expense [Line Items] | |
Remainder of 2020 | $ 28,058,866 |
2021 | 32,132,359 |
2022 | 25,411,095 |
2023 | 21,264,711 |
2024 | 19,340,794 |
The first three months of 2025 | 3,274,220 |
Amortization Expense | $ 129,482,045 |
Equity investment - Additional
Equity investment - Additional Information (Detail) - Triad Sedation Associates LLC [Member] - Anesthesia Services Segment [Member] | Nov. 01, 2019 | Dec. 31, 2018 | Oct. 31, 2018 |
Percentage of equity interest | 15.00% | ||
Options to acquire additional interest percent | 36.00% | ||
Exercise of options to acquire additional interest percent | 36.00% |
Equity investment - Summary of
Equity investment - Summary of Unaudited Financial Information for TSA Equity Method Investee (Detail) - Triad Sedation Associates LLC [Member] | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Results of operations | |
Anesthesia revenue | $ 1,106,603 |
Anesthesia services expense | 360,605 |
Net income | $ 745,998 |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable (Detail) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Notes Payable [Line Items] | ||
Total loans and borrowings | $ 71,341,370 | |
Scotia Facility [Member] | ||
Notes Payable [Line Items] | ||
Non-current portion | 70,436,634 | $ 68,380,345 |
Total loans and borrowings | $ 70,436,634 | $ 68,380,345 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - JP Morgan Facility [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
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 | |
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 | |
Remaining unamortized fees | 904,736 | |
Line of credit facility, annual repayment | 0 | |
Line of credit facility, quarterly repayment | 0 | |
Credit facility drawn amount | $ 71,341,370 | $ 69,341,370 |
LIBOR [Member] | Minimum | ||
Notes Payable [Line Items] | ||
Borrowings, adjustment to interest rate basis | 1.25% | |
LIBOR [Member] | Maximum | ||
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) | Mar. 31, 2020 |
Minimum | |
Notes Payable [Line Items] | |
Total leverage ratio | 3 |
Maximum | |
Notes Payable [Line Items] | |
Interest coverage ratio | 3 |
Notes Payable - Summary of Cons
Notes Payable - Summary of Consolidated Minimum Loan Payments (Detail) | Mar. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 71,341,370 |
Total loans and borrowings | $ 71,341,370 |
Share Capital - Additional Info
Share Capital - Additional Information (Detail) | Apr. 03, 2020shares | Mar. 31, 2020USD ($)shares | Mar. 31, 2020CAD ($)shares | Mar. 31, 2019USD ($)shares | Mar. 31, 2019CAD ($)shares |
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 | |
Compensation expense related to granting and vesting of share unit | $ | $ 570,254 | $ 564,251 | |||
Repurchase of shares | 77,000 | 77,000 | 488,600 | 488,600 | |
Total cost, including transaction fee | $ 128,365 | $ 178,486 | $ 1,496,588 | $ 1,988,859 | |
Options [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares excluded from diluted weighted average number of common shares calculation | 1,004,687 | 1,004,687 | 1,344,687 | 1,344,687 | |
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 | 2,676,896 | 2,676,896 | 2,119,250 | 2,119,250 | |
Common Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares cancelled under normal course issuer bid | 74,300 | 74,300 | |||
Common Stock [Member] | Subsequent Event [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares cancelled under normal course issuer bid | 2,700 | ||||
Options [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense | $ | $ 82,294 |
Share Capital - Summary of Stat
Share Capital - Summary of Status of Plan for Other Equity Instruments (Detail) | 3 Months Ended |
Mar. 31, 2020shares | |
Time Based Share Units [Member] | |
Disclosure of Compensation Related Costs, Share based Payments [Abstract] | |
Beginning balance | 2,147,500 |
Exercised | (50,000) |
Forfeited | (47,500) |
Expired | |
Ending balance | 2,050,000 |
Vested | |
Expected to vest | 2,050,000 |
Performance Based Share Units [Member] | |
Disclosure of Compensation Related Costs, Share based Payments [Abstract] | |
Beginning balance | 950,000 |
Issued | |
Exercised | |
Expired | |
Ending balance | 950,000 |
Vested |
Share Capital - Summary of Calc
Share Capital - Summary of Calculation of Basic and Diluted Loss Per Share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share Basic [Abstract] | ||
Net loss, Basic and diluted | $ (2,078,494) | $ (76,968) |
Weighted average number of common shares outstanding, Basic and Diluted | 71,608,769 | 71,823,368 |
Loss per common share, Basic and Diluted | $ (0.029) | $ (0.001) |
Net Finance Expense - Summary o
Net Finance Expense - Summary of Net Finance Expense (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Finance income: | ||
Net change in fair value of financial liabilities at fair value through earnings (note 13) | $ (190,992) | |
Total finance income | (190,992) | |
Finance expense: | ||
Interest and accretion expense on borrowings | 587,084 | $ 873,120 |
Accretion expense on earn-out obligation and deferred consideration | 10,145 | 53,268 |
Amortization of deferred financing fees | 90,603 | 65,091 |
Net change in fair value of financial liabilities at fair value through earnings (note 13) | 1,400,500 | |
Total finance expense | 687,832 | 2,391,979 |
Net finance expense | $ 496,840 | $ 2,391,979 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Fair Value of Financial Instruments (Detail) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | $ 872,068 | $ 1,063,060 |
Earn-out obligation [Member] | ||
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 872,068 | 1,063,060 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 872,068 | 1,063,060 |
Fair Value, Inputs, Level 3 [Member] | Earn-out obligation [Member] | ||
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | $ 872,068 | $ 1,063,060 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Fair Value, Measurements, Recurring [Member] | |||
Financial Instruments [Line Items] | |||
Accretion expense related to earn-out obligation | $ 33,658 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Financial Instruments [Line Items] | |||
Payments on partial amount of earn-out obligation | $ 4,795,822 | ||
Remaining obligation payable | $ 872,068 | ||
Expects to pay the remaining obligation period | 1 year | ||
Increase (decrease) in fair value of earn-out obligation | $ 190,992 |
Financial Instruments - Summary
Financial Instruments - Summary of Reconciliation of Level 3 Fair Values (Detail) - Fair Value, Inputs, Level 3 [Member] | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as at January 1, 2020 | $ 1,063,060 |
Fair value adjustment | (190,992) |
Balance as at March 31, 2020 | $ 872,068 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Product sales | $ 7,190 | $ 7,000 |
Amounts owing by or to related party | $ 0 | $ 0 |
Segmented Information - Additio
Segmented Information - Additional information (Detail) | 3 Months Ended |
Mar. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
Segmented Information - Summary
Segmented Information - Summary of Revenues Relating to Geographic Segments (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue | $ 25,454,792 | $ 29,119,090 |
Canada and Other [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue | 64,672 | 50,060 |
United States [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue | $ 25,390,120 | $ 29,069,030 |
Segmented Information - Summa_2
Segmented Information - Summary of Revenue from Contract with Customer (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 25,454,792 | $ 29,119,090 |
Commercial Insurers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 18,608,510 | 22,202,878 |
Federal Insurers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,472,812 | 4,353,403 |
Physicians [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,304,395 | 2,426,124 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 69,075 | $ 136,685 |
Segmented Information - Summa_3
Segmented Information - Summary of Property and Equipment, Intangibles and Other Assets Located in Geographic Regions (Detail) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment | $ 224,350 | $ 251,933 |
Intangible assets | 153,728,539 | 163,108,193 |
Total assets | 199,339,722 | 203,095,269 |
Canada [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment | 186,928 | 210,386 |
Intangible assets | 30,101 | 30,478 |
Total assets | 7,683,885 | 3,231,845 |
United States [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment | 37,422 | 41,547 |
Intangible assets | 153,698,438 | 163,077,715 |
Total assets | $ 191,655,837 | $ 199,863,424 |
Segmented Information - Summa_4
Segmented Information - Summary of Operating Segments (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 25,454,792 | $ 29,119,090 |
Operating costs | 28,051,654 | 25,294,241 |
Operating income (loss) | (2,596,862) | 3,824,849 |
Finance (income) expense | 496,840 | 2,391,979 |
Depreciation and amortization expense | 9,408,874 | 8,667,984 |
Anesthesia Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 23,150,397 | 26,692,966 |
Operating costs | 24,629,366 | 22,559,355 |
Operating income (loss) | (1,478,969) | 4,133,611 |
Finance (income) expense | (180,847) | 1,453,768 |
Depreciation and amortization expense | 9,383,403 | 8,643,707 |
Product Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,304,395 | 2,426,124 |
Operating costs | 1,191,484 | 1,134,477 |
Operating income (loss) | 1,112,911 | 1,291,647 |
Depreciation and amortization expense | 5,295 | 9,172 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating costs | 2,230,804 | 1,600,409 |
Operating income (loss) | (2,230,804) | (1,600,409) |
Finance (income) expense | 677,687 | 938,211 |
Depreciation and amortization expense | $ 20,176 | $ 15,105 |
Subsequent event - Additional I
Subsequent event - Additional Information (Detail) - USD ($) | Apr. 17, 2020 | Mar. 31, 2020 |
Subsequent Event [Line Items] | ||
PPP loan terms | Principal and interest payments on any unforgiven portion of the PPP Loan will be deferred for six months and will accrue interest at a fixed annual rate of 1%. Additionally, the remaining PPP Loan balance will carry a two year maturity date. There is no prepayment penalty on the PPP Loan. | |
Subsequent Event [Member] | COVID-19 [Member] | ||
Subsequent Event [Line Items] | ||
Amount of loan proceeds under Paycheck Protection Program | $ 2,945,620 | |
Annual interest rate paycheck protection program loans | 1.00% | |
Maturity of paycheck protection program loans | 2 years | |
Prepayment penalty of paycheck protection program loans | $ 0 |