Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 11, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
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 | 71,413,084 | |
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 ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 5,099,498 | $ 6,568,716 |
Trade and other receivables, net | 20,358,880 | 20,041,288 |
Income tax receivable | 3,252,973 | 1,332,129 |
Loan to equity investment | 1,000 | |
Prepaid expenses and deposits | 426,589 | 729,483 |
Inventories, finished goods | 296,070 | 349,324 |
Total current assets | 29,435,010 | 29,020,940 |
Non-current assets: | ||
Property and equipment, net | 201,959 | 251,933 |
Right of use asset | 1,094,732 | 214,854 |
Intangible assets, net | 168,325,328 | 163,108,193 |
Deferred asset acquisition costs | 228,777 | 59,249 |
Investment | 2,016,076 | |
Deferred tax assets | 12,945,311 | 10,440,100 |
Total non-current assets | 184,812,183 | 174,074,329 |
Total assets | 214,247,193 | 203,095,269 |
Current liabilities: | ||
Trade and other payables | 7,449,298 | 6,196,741 |
Employee benefits | 786,115 | 992,845 |
Income tax payable | 28,589 | |
Current portion of lease liability | 241,742 | 125,555 |
Deferred consideration | 1,868,052 | |
Earn-out obligation | 686,973 | 1,063,060 |
Contract payable - CMS Advance | 1,808,952 | |
Member loan | 220,880 | 68,600 |
Total current liabilities | 11,193,960 | 10,343,442 |
Non-current liabilities: | ||
Lease liability | 865,372 | 54,300 |
Contract payable - CMS Advance | 91,636 | |
Contingent liability | 2,617,110 | |
Notes payable and bank indebtedness | 74,997,205 | 68,380,345 |
Deferred tax liabilities | 23,786 | 101,822 |
Total non-current liabilities | 78,595,109 | 68,536,467 |
Equity | ||
Common stock, no par value; 71,461,684 and 71,603,584 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 56,268,562 | 56,056,113 |
Additional paid-in capital | 8,648,801 | 7,168,156 |
Accumulated other comprehensive loss | (66,772) | (66,772) |
Retained earnings | 7,423,053 | 13,154,981 |
Total equity attributable to shareholders of the Company | 72,273,644 | 76,312,478 |
Non-controlling interest | 52,184,480 | 47,902,882 |
Total equity | 124,458,124 | 124,215,360 |
Total liabilities and equity | $ 214,247,193 | $ 203,095,269 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares issued | 71,461,684 | 71,603,584 |
Common stock, shares outstanding | 71,461,684 | 71,603,584 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue: | ||||
Total revenue | $ 30,349,452 | $ 30,414,803 | $ 69,389,150 | $ 90,016,052 |
Expenses: | ||||
Total expenses | 30,264,625 | 26,702,177 | 79,950,641 | 77,891,445 |
Operating income (loss) | 84,827 | 3,712,626 | (10,561,491) | 12,124,607 |
Net finance expense | 441,967 | 1,125,410 | 1,386,007 | 5,696,343 |
(Gain) loss from equity investment | (77,278) | 37,839 | (416,584) | |
Other income | (289,669) | (5,146,488) | ||
Income (loss) before tax | (67,471) | 2,664,494 | (6,838,849) | 6,844,848 |
Income tax expense (recovery) | (376,237) | 565,165 | (1,584,165) | 736,052 |
Net and comprehensive income (loss) | 308,766 | 2,099,329 | (5,254,684) | 6,108,796 |
Attributable to: | ||||
Shareholders of the Company | (337,954) | 982,368 | (5,324,264) | 2,552,084 |
Non-controlling interest | 646,720 | 1,116,961 | 69,580 | 3,556,712 |
Net and comprehensive income | $ 308,766 | $ 2,099,329 | $ (5,254,684) | $ 6,108,796 |
Earnings (loss) per share attributable to shareholders | ||||
Basic | $ (0.005) | $ 0.014 | $ (0.074) | $ 0.036 |
Diluted | $ (0.005) | $ 0.013 | $ (0.074) | $ 0.035 |
Weighted average shares outstanding: | ||||
Basic | 71,506,045 | 71,831,356 | 71,558,371 | 71,845,812 |
Diluted | 71,506,045 | 72,799,142 | 71,558,371 | 73,023,144 |
Anesthesia Services [Member] | ||||
Revenue: | ||||
Total revenue | $ 27,983,903 | $ 27,966,629 | $ 63,561,613 | $ 82,685,905 |
Expenses: | ||||
Total expenses | 26,963,897 | 23,774,049 | 70,580,981 | 69,804,891 |
Product [Member] | ||||
Revenue: | ||||
Total revenue | 2,365,549 | 2,448,174 | 5,827,537 | 7,330,147 |
Expenses: | ||||
Total expenses | 1,080,861 | 1,089,316 | 3,025,258 | 3,441,207 |
Corporate Expense [Member] | ||||
Expenses: | ||||
Total expenses | $ 2,219,867 | $ 1,838,812 | $ 6,344,402 | $ 4,645,347 |
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 12(e)) | (1,410,823) | $ (347,300) | (1,063,523) | |||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 12(e)), 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 | |||||
Total net and comprehensive income (loss) for the period | 2,618,675 | 1,646,683 | 971,992 | |||
Stock-based compensation | (990,382) | (990,382) | ||||
Common shares issued on exercise of stock options | 419,612 | $ 721,415 | (301,803) | |||
Common shares issued on exercise of stock options, shares | 825,000 | |||||
Common shares issued on vesting of share units | $ 371,870 | (371,870) | ||||
Common shares issued on vesting of share units, shares | 111,500 | |||||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 12(e)) | (1,314,933) | $ (347,065) | (967,868) | |||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 12(e)), shares | (461,830) | |||||
Common shares repurchased in connection with normal course issuer bid and held as treasury shares | (65,492) | $ (17,284) | (48,208) | |||
Cancellation of treasury shares, shares | (27,000) | |||||
Distributions to members | (4,153,860) | (4,153,860) | ||||
Purchase of equity interest from non-controlling interest (note 4) | (2,415,349) | (728,279) | (1,687,070) | |||
NCI associated with asset acquisitions, including LWA price adjustment (note 4) | 1,465,715 | 1,465,715 | ||||
Ending Balance at Jun. 30, 2019 | 129,282,085 | $ 55,742,464 | 7,493,017 | (66,772) | 12,344,476 | 53,768,900 |
Ending Balance , shares at Jun. 30, 2019 | 72,033,858 | |||||
Total net and comprehensive income (loss) for the period | 2,099,329 | 982,368 | 1,116,961 | |||
Stock-based compensation | 706,479 | 706,479 | ||||
Common shares issued on exercise of stock options | 6,752 | $ 11,749 | (4,997) | |||
Common shares issued on exercise of stock options, shares | 15,000 | |||||
Common shares issued on vesting of share units | $ 133,047 | (133,047) | ||||
Common shares issued on vesting of share units, shares | 36,250 | |||||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 12(e)) | (1,054,368) | $ (274,708) | (779,660) | |||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 12(e)), shares | (365,549) | |||||
Common shares repurchased in connection with normal course issuer bid and held as treasury shares | (54,802) | $ (14,279) | (40,523) | |||
Cancellation of treasury shares, shares | (23,000) | |||||
Distributions to members | (3,615,819) | (3,615,819) | ||||
Purchase of equity interest from non-controlling interest (note 4) | (6,986,491) | (996,669) | (5,989,822) | |||
NCI associated with asset acquisitions, including LWA price adjustment (note 4) | (2,106,037) | (2,106,037) | ||||
Ending Balance at Sep. 30, 2019 | 118,277,128 | $ 55,598,273 | 7,064,783 | (66,772) | 12,506,661 | 43,174,183 |
Ending Balance , shares at Sep. 30, 2019 | 71,696,559 | |||||
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 12(e)) | (123,399) | $ (57,700) | (65,699) | |||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 12(e)), 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 | |||||
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 | |||||
Common shares issued on exercise of stock options, shares | 25,000 | |||||
Ending Balance at Sep. 30, 2020 | $ 124,458,124 | $ 56,268,562 | 8,648,801 | (66,772) | 7,423,053 | 52,184,480 |
Ending Balance , shares at Sep. 30, 2020 | 71,461,684 | |||||
Beginning Balance at Mar. 31, 2020 | 120,401,575 | $ 56,135,489 | 7,707,548 | (66,772) | 11,008,401 | 45,616,909 |
Beginning Balance , shares at Mar. 31, 2020 | 71,579,284 | |||||
Total net and comprehensive income (loss) for the period | (3,428,492) | (2,907,814) | (520,678) | |||
Stock-based compensation | 595,445 | 595,445 | ||||
Common shares issued on exercise of stock options | 10,680 | $ 19,007 | (8,327) | |||
Common shares issued on exercise of stock options, shares | 25,000 | |||||
Common shares issued on vesting of share units | $ 171,069 | (171,069) | ||||
Common shares issued on vesting of share units, shares | 60,000 | |||||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 12(e)) | (197,425) | $ (75,242) | (122,183) | |||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 12(e)), shares | (97,000) | |||||
Common shares repurchased in connection with normal course issuer bid and held as treasury shares | (30,326) | $ (11,558) | (18,768) | |||
Cancellation of treasury shares, shares | (2,700) | |||||
Distributions to members | (2,506,600) | (2,506,600) | ||||
NCI associated with asset acquisitions, including LWA price adjustment (note 4) | 2,855,352 | 2,855,352 | ||||
Ending Balance at Jun. 30, 2020 | 117,700,209 | $ 56,238,765 | 8,123,597 | (66,772) | 7,959,636 | 45,444,983 |
Ending Balance , shares at Jun. 30, 2020 | 71,564,584 | |||||
Total net and comprehensive income (loss) for the period | 308,766 | (337,954) | 646,720 | |||
Stock-based compensation | $ 652,967 | 652,967 | ||||
Common shares issued on exercise of stock options, shares | 25,000 | |||||
Common shares issued on vesting of share units | $ 127,763 | (127,763) | ||||
Common shares issued on vesting of share units, shares | 37,500 | |||||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 12(e)) | $ (294,716) | $ (97,345) | (197,371) | |||
Common shares repurchased in connection with normal course issuer bid and cancelled (note 12(e)), shares | (125,500) | |||||
Common shares repurchased in connection with normal course issuer bid and held as treasury shares | (1,879) | $ (621) | (1,258) | |||
Cancellation of treasury shares, shares | (14,900) | |||||
Distributions to members | (3,952,150) | (3,952,150) | ||||
NCI associated with asset acquisitions, including LWA price adjustment (note 4) | 10,044,927 | 10,044,927 | ||||
Ending Balance at Sep. 30, 2020 | $ 124,458,124 | $ 56,268,562 | $ 8,648,801 | $ (66,772) | $ 7,423,053 | $ 52,184,480 |
Ending Balance , shares at Sep. 30, 2020 | 71,461,684 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Parenthetical) - shares | 3 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Common Stock [Member] | ||||||
Shares repurchased in connection with normal course issuer bid and held as treasury shares | 800 | 14,900 | 2,700 | 19,000 | 23,000 | 27,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities: | ||||
Net income (loss) | $ 308,766 | $ 2,099,329 | $ (5,254,684) | $ 6,108,796 |
Adjustments for: | ||||
Depreciation of property, equipment and intangibles | 10,760,397 | 8,555,909 | 29,686,467 | 25,974,283 |
Stock-based compensation | 652,967 | 706,479 | 1,900,960 | 280,348 |
Unrealized foreign exchange | 6,144 | (50) | 7,745 | 726 |
Deferred income tax recovery | (968,387) | (776,300) | (2,358,260) | (2,749,616) |
Change in fair value of contingent consideration | (96,294) | 181,805 | (376,087) | 2,771,238 |
Accretion on contingent consideration and deferred consideration | 15,925 | 10,145 | 32,833 | 123,305 |
Amortization of deferred financing fees | 90,411 | 65,091 | 269,424 | 195,273 |
(Gain) loss from equity investment | (77,278) | 37,839 | (416,584) | |
Change in current tax receivable | (1,699,529) | (17,826) | (2,174,418) | (154,474) |
Change in trade and other receivables | (820,666) | (182,433) | (317,593) | (102,733) |
Change in prepaid expenses | 102,542 | (59,218) | 302,894 | 268,162 |
Change in inventories | (31,017) | 153,837 | 53,254 | 45,309 |
Change in trade and other payables, including contract payable | (640,539) | (83,936) | 3,192,069 | 91,726 |
Change in employee benefits | 135,957 | 135,609 | (206,730) | 234,120 |
Net cash provided by operating activities | 7,816,677 | 10,711,163 | 24,795,713 | 32,669,879 |
Financing activities | ||||
Proceeds from (repayment of) member loans | (28,100) | (14,375) | 152,280 | (18,375) |
Equity investment loan | (1,000) | (1,000) | ||
Repayment of short-term advances | (26,783) | |||
Payment of deferred consideration | (64,827) | (1,896,850) | (1,100,000) | |
Payment of contingent consideration | (4,795,822) | |||
Repayment of notes payable and bank indebtedness | (1,500,000) | (5,625,000) | (9,500,000) | (13,175,000) |
Proceeds from bank indebtedness | 11,006,750 | 7,000,000 | 16,006,750 | 11,300,000 |
Proceeds from exercise of stock options | 6,753 | 10,680 | 426,366 | |
Payment of deferred financing fees | (125,000) | (159,314) | ||
Distributions to non-controlling interest | (3,952,150) | (3,615,819) | (8,688,260) | (11,804,480) |
Repurchase of shares for cancellation | (296,600) | (1,109,170) | (652,165) | (3,982,914) |
Acquisition of equity interest from non-controlling interest | (7,018,658) | (9,434,009) | ||
Net cash provided by (used in) financing activities | 5,039,073 | (10,376,269) | (4,727,879) | (32,611,017) |
Investing activities | ||||
Acquisition of property and equipment | (10,957) | (4,834) | (32,829) | (45,681) |
Deferred asset acquisition costs | 56,488 | 38,437 | (191,934) | (440) |
Distribution received from equity investment | 92,400 | 92,400 | ||
Purchase adjustment relating to anesthesia service providers acquired in prior periods | 4,366,000 | 4,366,000 | ||
Acquisition of cost investment | (2,016,076) | (2,016,076) | ||
Acquisition of anesthesia services providers | (11,024,903) | (2,174,003) | (19,296,746) | (9,204,437) |
Net cash provided by (used in) investing activities | (12,995,448) | 2,318,000 | (21,537,585) | (4,792,158) |
Effects of foreign exchange on cash and cash equivalents | 2,134 | (270) | 533 | 1,395 |
Decrease in cash and cash equivalents | (137,564) | 2,652,624 | (1,469,218) | (4,731,901) |
Cash and cash equivalents, beginning of period | 5,237,062 | 2,562,420 | 6,568,716 | 9,946,945 |
Cash and cash equivalents, end of period | 5,099,498 | 5,215,044 | 5,099,498 | 5,215,044 |
Supplemental disclosures: | ||||
Cash interest paid | (479,023) | (772,680) | (1,547,068) | (2,532,084) |
Taxes paid | (2,291,679) | (1,359,634) | (2,958,068) | (3,640,248) |
Operating lease payments | (71,902) | (90,669) | (171,086) | (278,339) |
Non-cash acquisition of right of use asset | (1,013,512) | (1,013,512) | ||
Non-cash acquisition financing | $ (2,329,378) | $ (586,561) | $ (2,623,592) | $ (702,586) |
Nature of operations
Nature of operations | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2020 and for all periods presented, have been recorded. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the Company's full year results. (b) Reclassification adjustment relating to 2019 comparative periods: For the three and nine months ended September 30, 2019, the statements of cash flows were adjusted to reclassify Acquisition of equity interest from non-controlling interest from investing activities to financing activities given that the transaction is among owners. As a result, net cash flows from investing activities and financing activities are presented as follows: As previously presented Adjustment As currently presented Three months ended September 30, 2019 Nine months ended September 30, 2019 Three months ended September 30, 2019 Nine months ended September 30, 2020 Three months ended September 30, 2019 Nine months ended September 30, 2019 Cash flows from financing activities $ (3,357,611 ) $ (23,177,008 ) $ (7,018,658 ) $ (9,434,009 ) $ (10,376,269 ) $ (32,611,017 ) Cash flows from investing activities $ (4,700,658 ) $ (14,226,167 ) $ 7,018,658 $ 9,434,009 $ 2,318,000 $ (4,792,158 ) After taking into consideration similar fourth quarter adjustments, there will be a reclassification of $9,924,381 from investing activities to financing cash flows for the year ended December 31, 2019. ( c ) 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. 2. Summary of significant accounting policies (continued) : ( d ) 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. ( e ) Adoption of new accounting policies: Government Assistance As a result of the receipt of government stimulus measures in the nine months ended September 30, 2020 (see note 10), the Company has adopted the following accounting policy in respect of funds received. In general, a government grant is recognized if it is probable that it will be received and that the Company will comply with the conditions associated with the grant. If the conditions are met, the Company recognizes the grant in profit or loss on a systematic basis in line with its recognition of the expenses that the grant is intended to compensate for. For grants related to income, a Company can elect to either offset the grant against the related expenditures or include it in other income. Government assistance received by the Company during the period which met the recognition criteria, have been accounted for as government grants related to income and have been included in other income. Where stimulus is received in the form of a forgivable loan, such as the Paycheck Protection Program (“PPP”), the Company has opted to apply government grant accounting and will recognize the proceeds within other income upon concluding that forgiveness of the loan is probable and that the Company has complied with the relevant provisions of the program. If forgiveness of the loan is not probable, it is presented as a loan on the balance sheet as of the end of the reporting period. Investments As a result of the Company’s investment in an anesthesia revenue cycle management organization, the Company has adopted a new accounting policy in the period. In accordance with ASC 323: Investments – Equity Method and Joint Ventures, where the Company exerts virtually no influence over an investment, the Company will account for the investment at cost, using the measurement alternative permitted under ASC 321: Investments – Equity Securities. Equity securities without a readily determinable fair value are recorded at cost, minus impairment, if any. |
Recent accounting pronouncement
Recent accounting pronouncements | 9 Months Ended |
Sep. 30, 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 January 1, 2023 for smaller reporting companies. As CRH meets the definition of smaller reporting company, CRH will adopt this standard for fiscal years beginning January 1, 2023. The adoption of this standard is not expected to have a material impact on the Company. (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 | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Asset acquisitions | 4. Asset acquisitions: During the three and nine months ended September 30, 2020, the Company completed five asset acquisitions. These asset acquisitions have been included in the anesthesia segment of the Company and represent the following: Acquired Operation Date Acquired Consideration Lake Lanier Anesthesia Associates LLC ("LLAA") June 2020 $ 5,428,514 Metro Orlando Anesthesia Associates LLC ("MOAA") June 2020 $ 3,137,543 Central Virginia Anesthesia Associates LLC ("CVAA") July 2020 $ 5,252,886 Orange County Anesthesia Associates LLC ("OCAA") August 2020 $ 6,251,015 Coastal Carolina Sedation Associates LLC ("CCSA") September 2020 $ 1,850,381 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. LLAA MOAA CVAA OCAA CCSA Total Cash $ 5,379,954 $ 2,803,500 $ 2,800,000 $ 6,200,000 $ 1,800,000 $ 18,983,454 Contingent consideration — 294,214 2,306,971 — — 2,601,185 Acquisition costs 48,560 39,829 145,915 51,015 50,381 335,700 Purchase consideration $ 5,428,514 $ 3,137,543 $ 5,252,886 $ 6,251,015 $ 1,850,381 $ 21,920,339 Non-controlling interest $ 1,809,504 $ 1,045,848 $ 5,046,890 $ 3,220,220 $ 1,777,816 $ 12,900,278 $ 7,238,018 $ 4,183,391 $ 10,299,776 $ 9,471,235 $ 3,628,197 $ 34,820,617 Assets and liabilities acquired: Exclusive professional services agreements $ 7,238,018 $ 4,183,391 $ 10,299,776 $ 9,471,235 $ 3,628,197 $ 34,820,617 Fair value of net identifiable assets and liabilities acquired $ 7,238,018 $ 4,183,391 $ 10,299,776 $ 9,471,235 $ 3,628,197 $ 34,820,617 Exclusive professional services agreements – amortization term 5 years 5 years 5 years 7 years 7 years CRH ownership interest acquired 75 % 75 % 51 % 66 % 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. As part of the MOAA transaction, the Company is required to pay $311,500 to the seller after the second anniversary date of the transaction dependent on MOAA meeting certain EBITDA targets during the first and second year after the transaction date. Based on the Company’s current forecasts, the Company believes it probable that the EBITDA targets will be met. If the EBITDA targets are not met, no contingent consideration is payable. As part of the CVAA transaction, the Company is required to pay either $1,500,000 or $2,500,000 to the seller after the third anniversary date of the transaction dependent on CVAA meeting certain EBITDA, full-time equivalent employee and revenue per case targets during the second and third year after the transaction date. Based on the Company’s current forecasts, the Company believes it probable that the targets will be met and the full amount of the contingent consideration, $2,500,000, will be paid. Other Transactions In addition to the above asset acquisitions, on September 17, 2020, a subsidiary of the Company entered into a membership interest purchase agreement to purchase a 5.56% interest in an anesthesia revenue cycle management organization for $2,000,000. The Company also incurred $16,076 of legal fees as part of the transaction. As the Company has virtually no influence over this investment, in accordance with ASC 323: Investments – Equity Method and Joint Ventures, the Company will account for the investment at cost, using the measurement alternative permitted under ASC 321: Investments – Equity Securities, which is to measure equity securities without a readily determinable fair value at cost, minus impairment, if any. 4. Asset acquisitions (continued): 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 represent 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 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. Other Transactions In addition to the above asset acquisitions, 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. 4. Asset acquisitions (continued): 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. |
Trade and other receivables
Trade and other receivables | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Trade and other receivables | 5. Trade a n t i v l September 30, 2020 December 31, 2019 Trade receivables, gross $ 20,355,059 $ 20,024,916 Other receivables 33,850 50,756 Less: allowance for doubtful accounts (30,029 ) (34,384 ) $ 20,358,880 $ 20,041,288 Anesthesia segment – trade receivables, gross 19,287,998 19,081,177 Product segment – trade receivables, gross 1,067,061 943,739 $ 20,355,059 $ 20,024,916 |
Trade and other payables
Trade and other payables | 9 Months Ended |
Sep. 30, 2020 | |
Payables And Accruals [Abstract] | |
Trade and other payables | 6. Trade and other payables: September 30, 2020 December 31, 2019 Trade payables $ 1,966,937 $ 1,213,276 Accruals and other payables 5,465,489 4,983,465 Government assistance - Paycheck Protection Program ("PPP") (note 10) 16,872 — $ 7,449,298 $ 6,196,741 |
Right of use assets and related
Right of use assets and related obligations | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2020, the Company incurred total operating lease expenses of $91,527 and $248,620, respectively (2019 - $90,670 and $278,339, respectively). For the three months ended September 30, 2020, this included lease expenses associated with fixed lease payments of $85,071 and variable lease payments of $6,456 (2019 - $69,572 and $21,098, respectively). For the nine months ended September 30, 2020, this included lease expenses associated with fixed lease payments of $220,039 and variable lease payments of $28,581 (2019 - $216,261 and $62,078, respectively). Lease expense is allocated to operating segments based on the location of the leases, as follows: For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Anesthesia services expense $ 54,899 $ 28,106 $ 111,188 $ 90,839 Product sales expense 18,314 31,282 68,716 93,750 Corporate expense 18,314 31,282 68,716 93,750 $ 91,527 $ 90,670 $ 248,620 $ 278,339 The weighted average lease term of the Company’s three premises leases is 4.61 years. During the three months ended September 30, 2020, the Company engaged in a new 5.25 year lease for office space for its Atlanta office location. This lease includes a renewal option to further extend the lease for 2 additional 5-year terms. The Company has not included the 2 additional 5 year renewal terms in its calculation of the lease liability. The weighted average discount rate used by the Company in calculating the obligation relating to right of use assets is based on US Corporate BBB effective bond yields at September 30, 2020. 7. Right of use assets and related obligations (continued): 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 $ 58,425 2021 299,507 2022 225,769 2023 231,977 2024 238,357 2025 182,924 $ 1,236,959 Accretion related to outstanding lease obligations (129,845 ) Total $ 1,107,114 Current obligation relating to lease liability $ 241,742 Long-term obligation relating to lease liability $ 865,372 Total $ 1,107,114 |
Intangible assets
Intangible assets | 9 Months Ended |
Sep. 30, 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) 34,820,617 — 34,820,617 Balance as at September 30, 2020 $ 309,934,007 $ 532,598 $ 310,466,605 Professional Services Agreements Patents Total Accumulated depreciation Balance as at December 31, 2019 $ 112,035,676 $ 502,119 $ 112,537,795 Amortization expense 29,601,972 1,510 29,603,482 Balance as at September 30, 2020 $ 141,637,648 $ 503,629 $ 142,141,277 8. Intangible assets (continued): Professional Services Agreements Patents Total Net book value September 30, 2020 $ 168,296,359 $ 28,969 $ 168,325,328 December 31, 2019 $ 163,077,714 $ 30,479 $ 163,108,193 The Company identified indicators of impairment in respect of one professional services agreement as at September 30, 2020. Upon performing undiscounted cash flow modeling for this asset, 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. The income approach was used for the quantitative assessment to estimate the fair value of the asset, which requires estimating future cash flows and a risk-adjusted discount rate 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. 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 2.95 years. The weighted average remaining amortization period for the Company’s professional services agreements is 4.56 years. Based on the Company’s professional services agreements in place at September 30, 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 September 30, 2020: Remainder of 2020 $ 10,859,181 2021 38,372,597 2022 31,651,357 2023 27,504,951 2024 25,581,035 The first nine months of 2025 12,733,507 $ 146,702,628 |
Equity investment
Equity investment | 9 Months Ended |
Sep. 30, 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. 9. Equity investment (continued): 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 September 30, 2019. The following table summarizes unaudited financial information for the TSA equity method investee for the nine months ended September 30, 2019. As at and for the three and nine months ended September 30, 2020, TSA is consolidated 100% within the results of the Company. Results of operations Nine months ended September 30, 2019 Anesthesia revenue $ 3,811,965 Anesthesia services expense 1,339,698 Net income $ 2,472,267 |
Government assistance
Government assistance | 9 Months Ended |
Sep. 30, 2020 | |
Government Assistance Disclosure [Abstract] | |
Government assistance | 10. Government assistance: On April 15, 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 twenty-four week period (“Covered 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 ten months after the end of the Covered Period 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. The Company anticipates full forgiveness of the loan over the Covered Period indicated. As the Company has accounted for the loan as a government grant related to income, the Company has recognized within other income $2,928,748 of the loan proceeds as at September 30, 2020 with the remaining proceeds included within accounts payable until further expenses are recognized. The Company has and will recognize the grant in earnings on a systematic basis in line with the recognition of eligible expenses. In the three months ended September 30, 2020, the Company recognized $111,728 of the PPP in earnings, with the remainder recognized in the first six months of 2020. During the quarter ended September 30, 2020, the Company also received additional funds of $177,941 under the CARES Act HHS Stimulus Fund, taking the total received for the nine months ended September 30, 2020 to $2,149,077. The CARES Act provided funding to eligible healthcare providers to prevent, prepare for and respond to COVID-19. The funds were intended to reimburse healthcare providers for lost income attributable to COVID-19 and for healthcare related expenses. Consistent with the accounting applied to the PPP loan, the Company has accounted for the HHS Stimulus funds as government grants related to income. As there are no repayment provisions under the CARES Act and the Company has assessed that it has complied with the conditions of this program, funds received under this program have been recognized in other income in the three and nine months ended September 30, 2020. During the nine months ended September 30, 2020, the Company also received $1,900,584 under the Medicare Accelerated and Advanced Payment Program. The Center for Medicare and Medicaid Services (“CMS”) offers accelerated and advance payments in a number of circumstances, including in national emergencies to accelerate cashflow to impacted healthcare providers and suppliers. During the quarter ended September 30, 2020, the CMS amended the recoupment process for these funds: under the Continuing Appropriations Act, 2021 and Other Extensions Act, repayment will now begin one year from the issuance date of each provider or supplier's accelerated or advance payment. After that first year, Medicare will automatically recoup 25% of Medicare payments otherwise owed to the provider or supplier for 11 months. At the end of the 11-month period, recoupment will increase to 50% for another 6 months. |
Notes payable
Notes payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes payable | 1 1 . Notes payable: September 30, 2020 December 31, 2019 Current portion $ — $ — Non-current portion 74,997,205 68,380,345 Total loans and borrowings $ 74,997,205 $ 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 and incurred additional deferred fees of $125,000 in the quarter ended September 30, 2020 when it further amended its facility on September 18, 2020. This amendment, in conjunction with a previous amendment dated August 13, 2020, allows for the Company to engage in investments where less than 51% equity ownership is held and also amended the Company’s Total Leverage Ratio to not greater than 3.50:1.00 until the quarter ended June 30, 2021. Should the Company’s PPP loan be forgiven prior to June 30, 2021, the ratio is amended downward to 3.25:1.00. After June 2021, the Total Leverage Ratio will revert back to 3.00:1.00. The remaining unamortized fees relating to the JP Morgan Facility and the deferred financing fees under the previous Scotia facility, as of September 30, 2020 were $850,915. Under the JP Morgan Facility, there are no quarterly or annual repayment requirements. As at September 30, 2020, the Company had drawn $75,848,120 on the JP Morgan Facility (2019 - $69,341,370). As at September 30, 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 3.50:1.00 Interest coverage ratio Not less than 3.00:1.00 The Company is in compliance with all covenants as at September 30, 2020. The consolidated minimum loan payments (principal) for all loan agreements in the future are as follows: Minimum Principal At September 30, 2020 Remainder of 2020 $ — 2022 75,848,120 $ 75,848,120 |
Share capital
Share capital | 9 Months Ended |
Sep. 30, 2020 | |
Text Block [Abstract] | |
Share capital | 1 2 . 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 12(e)), there were no share transactions in the three and nine months ended September 30, 2020 and 2019. 1 2 . Share capital (continued): (c) Share unit plan: In June 2017, the shareholders of the Company approved a Share Unit Plan and the plan was subsequently amended and approved in June 2020. 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. A summary of the status of the plan as of September 30, 2020 is as follows: Time based share units Performance based share units Outstanding, December 31, 2019 2,147,500 950,000 Issued 300,000 — Exercised (147,500 ) — Forfeited (115,625 ) — Expired — — Outstanding, September 30, 2020 2,184,375 950,000 Vested — — Expected to vest 2,184,375 — During the three and nine months ended September 30, 2020, the Company recognized $602,740 (2019 – $624,366) and $1,714,831 (2019 – $124,595) in compensation expense in relation to share units. (d) Stock-option plan: During the three and nine months ended September 30, 2020, 25,000 options were exercised under the Company’s stock-option plan. During the three and nine months ended September 30, 2020, the Company recognized $50,227 (2019 - $82,113) and $186,129 (2019 - $155,753) in compensation expense in relation to options. ( e ) Normal Course Issuer Bid: During the three months ended September 30, 2020, the Company repurchased 126,300 (2019 – 384,549) of its shares under its Normal Course Issuer Bid for a total cost, including transaction fees, of $297,549 (CAD$395,817) (2019 - $1,112,097 (CAD$1,466,297)). During the nine months ended September 30, 2020, the Company repurchased 315,200 (2019 – 1,357,979) of its shares under its Normal Course Issuer Bid for a total cost, including transaction fees, of $654,473 (CAD$890,534) (2019 - $3,992,728 (CAD$5,306,896)). As at September 30, 2020, 314,400 of these shares had been cancelled with the remaining 800 shares cancelled on October 2, 2020. 1 2 . Share capital (continued): ( f ) Earnings (loss) p s a The calculation of basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2020 and 2019 is as follows: For the three months ended September 30, 2020 2019 Net loss Weighted average number of common shares outstanding Per share amount Net earnings Weighted average number of common shares outstanding Per share amount Net earnings (loss) attributable to shareholders: Earnings (loss) per common share: Basic $ (337,954 ) 71,506,045 $ (0.005 ) $ 982,368 71,831,356 $ 0.014 Share Options — 422,043 Share Units — 545,743 Diluted $ (337,954 ) 71,506,045 $ (0.005 ) $ 982,368 72,799,142 $ 0.013 For the nine months ended September 30, 2020 2019 Net loss Weighted average number of common shares outstanding Per share amount Net earnings Weighted average number of common shares outstanding Per share amount Net earnings (loss) attributable to shareholders: Earnings (loss) per common share: Basic $ (5,324,264 ) 71,558,371 $ (0.074 ) $ 2,552,084 71,845,812 $ 0.036 Share options — 742,909 Share units — 434,423 Diluted $ (5,324,264 ) 71,558,371 $ (0.074 ) $ 2,552,084 73,023,144 $ 0.035 For the three months ended September 30, 2020, 979,687 options (2019 For the nine months ended September 30, 2020, 988,720 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 | 9 Months Ended |
Sep. 30, 2020 | |
Text Block [Abstract] | |
Net finance expense | 1 3 . Net finance expense Recognized in earnings in the three and nine months ended September 30, 2020: For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Finance expense: Interest and accretion expense on borrowings $ 431,925 $ 848,369 1,459,837 2,556,527 Accretion expense on earn-out obligation and deferred consideration 15,925 10,145 32,833 123,305 Amortization of deferred financing fees 90,411 65,091 269,424 195,273 Net change in fair value of financial liabilities at fair value through earnings (note 14) $ (96,294 ) 181,805 $ (376,087 ) 2,771,238 Other — 20,000 — 50,000 Total finance expense $ 441,967 $ 1,125,410 1,386,007 5,696,343 |
Financial instruments
Financial instruments | 9 Months Ended |
Sep. 30, 2020 | |
Investments All Other Investments [Abstract] | |
Financial instruments | 1 4 . Financial instruments: The Company’s financial instruments consist of cash and cash equivalents, trade and other receivables, investments, trade and other payables, employee benefit obligations, short term advances, notes payable and bank indebtedness, deferred consideration and the Company’s earn-out obligation and contingent liability. The fair values of these financial instruments, except the Company’s investment, notes payable balances, the earn-out obligation and the contingent liability, 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. Given the Company’s recent purchase of its investment held at cost, its cost approximates fair value at September 30, 2020. 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). Assets September 30, 2020 Level 1 Level 2 Level 3 Investment $ 2,016,076 $ — $ — $ 2,016,076 Total $ 2,016,076 $ — $ — $ 2,016,076 Assets December 31, 2019 Level 1 Level 2 Level 3 Investment $ — $ — $ — $ — Total $ — $ — $ — $ — Liabilities September 30, 2020 Level 1 Level 2 Level 3 Earn-out obligation $ 686,973 $ — $ — $ 686,973 Total $ 686,973 $ — $ — $ 686,973 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 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 GAA 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 $686,193 within one year. 14. Financial instruments (continued): During the three and nine months ended September 30, 2020, the Company recorded accretion expense of $ nil nil nil nil 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 (376,087 ) Balance as at September 30, 2020 $ 686,973 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 1 5 . 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 | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related party transactions | 1 6 . 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 and nine months ended September 30, 2020, the Company made product sales totaling $14,190 |
Segmented information
Segmented information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segmented information | 1 7 . 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 and nine months ended September 30, 2020 and 2019 are as follows: Three months ended Nine months ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Revenue: Canada and other $ 65,257 $ 51,489 $ 123,049 $ 175,747 United States 30,284,195 30,363,314 69,266,101 89,840,305 Total $ 30,349,452 $ 30,414,803 $ 69,389,150 $ 90,016,052 1 7 . Segmented information (continued) : 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 Nine months ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Revenue: Commercial Insurers $ 22,328,411 $ 22,801,819 $ 50,502,740 $ 67,830,007 Federal Insurers 5,563,807 5,040,136 12,851,072 14,408,155 Physicians 2,365,549 2,448,174 5,827,537 7,330,147 Other 91,685 124,674 207,801 447,743 Total $ 30,349,452 $ 30,414,803 $ 69,389,150 $ 90,016,052 The Company’s property and equipment, intangibles, other assets and total assets are located in the following geographic regions as at September 30, 2020 and December 31, 2019: 2020 2019 Property and equipment: Canada $ 154,264 $ 210,386 United States $ 47,695 41,547 Total $ 201,959 $ 251,933 Intangible assets: Canada $ 28,968 $ 30,478 United States $ 168,296,360 163,077,715 Total $ 168,325,328 $ 163,108,193 Total assets: Canada $ 2,415,224 $ 3,231,845 United States $ 211,831,969 199,863,424 Total $ 214,247,193 $ 203,095,269 The financial measures reviewed by the Company’s Chief Operating Decision Maker are presented below for the three and nine months ended September 30, 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 September 30, 2020 Anesthesia services Product sales Other Total Revenue $ 27,983,903 $ 2,365,549 $ — $ 30,349,452 Operating costs 26,963,897 1,080,861 2,219,867 30,264,625 Operating income (loss) $ 1,020,006 $ 1,284,688 $ (2,219,867 ) $ 84,827 Three months ended September 30, 2019 Anesthesia services Product sales Other Total Revenue $ 27,966,629 $ 2,448,174 $ — $ 30,414,803 Operating costs 23,774,049 1,089,316 1,838,812 26,702,177 Operating income (loss) $ 4,192,580 $ 1,358,858 $ (1,838,812 ) $ 3,712,626 Nine months ended September 30, 2020 Anesthesia services Product sales Other Total Revenue $ 63,561,613 $ 5,827,537 $ — $ 69,389,150 Operating costs 70,580,981 3,025,258 6,344,402 79,950,641 Operating income (loss) $ (7,019,368 ) $ 2,802,279 $ (6,344,402 ) $ (10,561,491 ) 1 7 . Segmented information (continued) : Nine months ended September 30, 2019 Anesthesia services Product sales Other Total Revenue $ 82,685,905 $ 7,330,147 $ — $ 90,016,052 Operating costs 69,804,891 3,441,207 4,645,347 77,891,445 Operating income (loss) $ 12,881,014 $ 3,888,940 $ (4,645,347 ) $ 12,124,607 Additionally, the Company incurs the following in each of its operating segments: Three months ended September 30, 2020 Anesthesia services Product sales Other Total Finance (income) expense $ (80,369 ) $ — $ 522,336 $ 441,967 Depreciation and amortization expense $ 10,736,983 $ 5,708 $ 17,706 $ 10,760,397 Three months ended September 30, 2019 Anesthesia services Product sales Other Total Finance expense $ 191,950 $ — $ 933,460 $ 1,125,410 Depreciation and amortization expense $ 8,530,610 $ 5,383 $ 19,916 $ 8,555,909 Nine months ended September 30, 2020 Anesthesia services Product sales Other Total Finance (income) expense $ (343,254 ) $ — $ 1,729,261 $ 1,386,007 Depreciation and amortization expense $ 29,613,097 $ 16,749 $ 56,621 $ 29,686,467 Nine months ended September 30, 2019 Anesthesia services Product sales Other Total Finance expense $ 2,894,543 $ — $ 2,801,800 $ 5,696,343 Depreciation and amortization expense $ 25,899,621 $ 19,936 $ 54,726 $ 25,974,283 |
Subsequent event
Subsequent event | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent event |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 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 September 30, 2020 and for all periods presented, have been recorded. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the Company's full year results. |
Reclassification adjustment relating to comparative periods | (b) Reclassification adjustment relating to 2019 comparative periods: For the three and nine months ended September 30, 2019, the statements of cash flows were adjusted to reclassify Acquisition of equity interest from non-controlling interest from investing activities to financing activities given that the transaction is among owners. As a result, net cash flows from investing activities and financing activities are presented as follows: As previously presented Adjustment As currently presented Three months ended September 30, 2019 Nine months ended September 30, 2019 Three months ended September 30, 2019 Nine months ended September 30, 2020 Three months ended September 30, 2019 Nine months ended September 30, 2019 Cash flows from financing activities $ (3,357,611 ) $ (23,177,008 ) $ (7,018,658 ) $ (9,434,009 ) $ (10,376,269 ) $ (32,611,017 ) Cash flows from investing activities $ (4,700,658 ) $ (14,226,167 ) $ 7,018,658 $ 9,434,009 $ 2,318,000 $ (4,792,158 ) After taking into consideration similar fourth quarter adjustments, there will be a reclassification of $9,924,381 from investing activities to financing cash flows for the year ended December 31, 2019. |
Basis of consolidation | ( c ) 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 | ( d ) 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. |
Adoption of new accounting policies | ( e ) Adoption of new accounting policies: Government Assistance As a result of the receipt of government stimulus measures in the nine months ended September 30, 2020 (see note 10), the Company has adopted the following accounting policy in respect of funds received. In general, a government grant is recognized if it is probable that it will be received and that the Company will comply with the conditions associated with the grant. If the conditions are met, the Company recognizes the grant in profit or loss on a systematic basis in line with its recognition of the expenses that the grant is intended to compensate for. For grants related to income, a Company can elect to either offset the grant against the related expenditures or include it in other income. Government assistance received by the Company during the period which met the recognition criteria, have been accounted for as government grants related to income and have been included in other income. Where stimulus is received in the form of a forgivable loan, such as the Paycheck Protection Program (“PPP”), the Company has opted to apply government grant accounting and will recognize the proceeds within other income upon concluding that forgiveness of the loan is probable and that the Company has complied with the relevant provisions of the program. If forgiveness of the loan is not probable, it is presented as a loan on the balance sheet as of the end of the reporting period. Investments As a result of the Company’s investment in an anesthesia revenue cycle management organization, the Company has adopted a new accounting policy in the period. In accordance with ASC 323: Investments – Equity Method and Joint Ventures, where the Company exerts virtually no influence over an investment, the Company will account for the investment at cost, using the measurement alternative permitted under ASC 321: Investments – Equity Securities. Equity securities without a readily determinable fair value are recorded at cost, minus impairment, if any. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of cash flow reclassification adjustment | For the three and nine months ended September 30, 2019, the statements of cash flows were adjusted to reclassify Acquisition of equity interest from non-controlling interest from investing activities to financing activities given that the transaction is among owners. As a result, net cash flows from investing activities and financing activities are presented as follows: As previously presented Adjustment As currently presented Three months ended September 30, 2019 Nine months ended September 30, 2019 Three months ended September 30, 2019 Nine months ended September 30, 2020 Three months ended September 30, 2019 Nine months ended September 30, 2019 Cash flows from financing activities $ (3,357,611 ) $ (23,177,008 ) $ (7,018,658 ) $ (9,434,009 ) $ (10,376,269 ) $ (32,611,017 ) Cash flows from investing activities $ (4,700,658 ) $ (14,226,167 ) $ 7,018,658 $ 9,434,009 $ 2,318,000 $ (4,792,158 ) |
Asset acquisitions (Tables)
Asset acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Summary of Asset Acquisitions | During the three and nine months ended September 30, 2020, the Company completed five asset acquisitions. These asset acquisitions have been included in the anesthesia segment of the Company and represent the following: Acquired Operation Date Acquired Consideration Lake Lanier Anesthesia Associates LLC ("LLAA") June 2020 $ 5,428,514 Metro Orlando Anesthesia Associates LLC ("MOAA") June 2020 $ 3,137,543 Central Virginia Anesthesia Associates LLC ("CVAA") July 2020 $ 5,252,886 Orange County Anesthesia Associates LLC ("OCAA") August 2020 $ 6,251,015 Coastal Carolina Sedation Associates LLC ("CCSA") September 2020 $ 1,850,381 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 represent 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. LLAA MOAA CVAA OCAA CCSA Total Cash $ 5,379,954 $ 2,803,500 $ 2,800,000 $ 6,200,000 $ 1,800,000 $ 18,983,454 Contingent consideration — 294,214 2,306,971 — — 2,601,185 Acquisition costs 48,560 39,829 145,915 51,015 50,381 335,700 Purchase consideration $ 5,428,514 $ 3,137,543 $ 5,252,886 $ 6,251,015 $ 1,850,381 $ 21,920,339 Non-controlling interest $ 1,809,504 $ 1,045,848 $ 5,046,890 $ 3,220,220 $ 1,777,816 $ 12,900,278 $ 7,238,018 $ 4,183,391 $ 10,299,776 $ 9,471,235 $ 3,628,197 $ 34,820,617 Assets and liabilities acquired: Exclusive professional services agreements $ 7,238,018 $ 4,183,391 $ 10,299,776 $ 9,471,235 $ 3,628,197 $ 34,820,617 Fair value of net identifiable assets and liabilities acquired $ 7,238,018 $ 4,183,391 $ 10,299,776 $ 9,471,235 $ 3,628,197 $ 34,820,617 Exclusive professional services agreements – amortization term 5 years 5 years 5 years 7 years 7 years CRH ownership interest acquired 75 % 75 % 51 % 66 % 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. 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) | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Summary of Trade Receivables and Other Receivable | September 30, 2020 December 31, 2019 Trade receivables, gross $ 20,355,059 $ 20,024,916 Other receivables 33,850 50,756 Less: allowance for doubtful accounts (30,029 ) (34,384 ) $ 20,358,880 $ 20,041,288 Anesthesia segment – trade receivables, gross 19,287,998 19,081,177 Product segment – trade receivables, gross 1,067,061 943,739 $ 20,355,059 $ 20,024,916 |
Trade and other payables (Table
Trade and other payables (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables And Accruals [Abstract] | |
Summary of Trade and Other Payables | September 30, 2020 December 31, 2019 Trade payables $ 1,966,937 $ 1,213,276 Accruals and other payables 5,465,489 4,983,465 Government assistance - Paycheck Protection Program ("PPP") (note 10) 16,872 — $ 7,449,298 $ 6,196,741 |
Right of use assets and relat_2
Right of use assets and related obligations (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, For the nine months ended September 30, 2020 2019 2020 2019 Anesthesia services expense $ 54,899 $ 28,106 $ 111,188 $ 90,839 Product sales expense 18,314 31,282 68,716 93,750 Corporate expense 18,314 31,282 68,716 93,750 $ 91,527 $ 90,670 $ 248,620 $ 278,339 |
Schedule of undiscounted lease obligations | 7. Right of use assets and related obligations (continued): 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 $ 58,425 2021 299,507 2022 225,769 2023 231,977 2024 238,357 2025 182,924 $ 1,236,959 Accretion related to outstanding lease obligations (129,845 ) Total $ 1,107,114 Current obligation relating to lease liability $ 241,742 Long-term obligation relating to lease liability $ 865,372 Total $ 1,107,114 |
Intangible assets (Tables)
Intangible assets (Tables) | 9 Months Ended |
Sep. 30, 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) 34,820,617 — 34,820,617 Balance as at September 30, 2020 $ 309,934,007 $ 532,598 $ 310,466,605 Professional Services Agreements Patents Total Accumulated depreciation Balance as at December 31, 2019 $ 112,035,676 $ 502,119 $ 112,537,795 Amortization expense 29,601,972 1,510 29,603,482 Balance as at September 30, 2020 $ 141,637,648 $ 503,629 $ 142,141,277 Professional Services Agreements Patents Total Net book value September 30, 2020 $ 168,296,359 $ 28,969 $ 168,325,328 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 September 30, 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 September 30, 2020: Remainder of 2020 $ 10,859,181 2021 38,372,597 2022 31,651,357 2023 27,504,951 2024 25,581,035 The first nine months of 2025 12,733,507 $ 146,702,628 |
Equity investment (Tables)
Equity investment (Tables) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2019. As at and for the three and nine months ended September 30, 2020, TSA is consolidated 100% within the results of the Company. Results of operations Nine months ended September 30, 2019 Anesthesia revenue $ 3,811,965 Anesthesia services expense 1,339,698 Net income $ 2,472,267 |
Notes payable (Tables)
Notes payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | September 30, 2020 December 31, 2019 Current portion $ — $ — Non-current portion 74,997,205 68,380,345 Total loans and borrowings $ 74,997,205 $ 68,380,345 |
Summary of Detailed Information about Financial Covenants Ratios | As at September 30, 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 3.50:1.00 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 September 30, 2020 Remainder of 2020 $ — 2022 75,848,120 $ 75,848,120 |
Share capital (Tables)
Share capital (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Text Block [Abstract] | |
Summary of Status of Plan for Other Equity Instruments | A summary of the status of the plan as of September 30, 2020 is as follows: Time based share units Performance based share units Outstanding, December 31, 2019 2,147,500 950,000 Issued 300,000 — Exercised (147,500 ) — Forfeited (115,625 ) — Expired — — Outstanding, September 30, 2020 2,184,375 950,000 Vested — — Expected to vest 2,184,375 — |
Summary of Calculation of Basic and Diluted Earnings (Loss) Per Share | The calculation of basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2020 and 2019 is as follows: For the three months ended September 30, 2020 2019 Net loss Weighted average number of common shares outstanding Per share amount Net earnings Weighted average number of common shares outstanding Per share amount Net earnings (loss) attributable to shareholders: Earnings (loss) per common share: Basic $ (337,954 ) 71,506,045 $ (0.005 ) $ 982,368 71,831,356 $ 0.014 Share Options — 422,043 Share Units — 545,743 Diluted $ (337,954 ) 71,506,045 $ (0.005 ) $ 982,368 72,799,142 $ 0.013 For the nine months ended September 30, 2020 2019 Net loss Weighted average number of common shares outstanding Per share amount Net earnings Weighted average number of common shares outstanding Per share amount Net earnings (loss) attributable to shareholders: Earnings (loss) per common share: Basic $ (5,324,264 ) 71,558,371 $ (0.074 ) $ 2,552,084 71,845,812 $ 0.036 Share options — 742,909 Share units — 434,423 Diluted $ (5,324,264 ) 71,558,371 $ (0.074 ) $ 2,552,084 73,023,144 $ 0.035 |
Net finance expense (Tables)
Net finance expense (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Text Block [Abstract] | |
Summary of Net Finance Expense | Recognized in earnings in the three and nine months ended September 30, 2020: For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Finance expense: Interest and accretion expense on borrowings $ 431,925 $ 848,369 1,459,837 2,556,527 Accretion expense on earn-out obligation and deferred consideration 15,925 10,145 32,833 123,305 Amortization of deferred financing fees 90,411 65,091 269,424 195,273 Net change in fair value of financial liabilities at fair value through earnings (note 14) $ (96,294 ) 181,805 $ (376,087 ) 2,771,238 Other — 20,000 — 50,000 Total finance expense $ 441,967 $ 1,125,410 1,386,007 5,696,343 |
Financial instruments (Tables)
Financial instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments All Other Investments [Abstract] | |
Schedule of Fair Value of Financial Instruments | Assets September 30, 2020 Level 1 Level 2 Level 3 Investment $ 2,016,076 $ — $ — $ 2,016,076 Total $ 2,016,076 $ — $ — $ 2,016,076 Assets December 31, 2019 Level 1 Level 2 Level 3 Investment $ — $ — $ — $ — Total $ — $ — $ — $ — Liabilities September 30, 2020 Level 1 Level 2 Level 3 Earn-out obligation $ 686,973 $ — $ — $ 686,973 Total $ 686,973 $ — $ — $ 686,973 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 (376,087 ) Balance as at September 30, 2020 $ 686,973 |
Segmented information (Tables)
Segmented information (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2020 and 2019 are as follows: Three months ended Nine months ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Revenue: Canada and other $ 65,257 $ 51,489 $ 123,049 $ 175,747 United States 30,284,195 30,363,314 69,266,101 89,840,305 Total $ 30,349,452 $ 30,414,803 $ 69,389,150 $ 90,016,052 1 7 . Segmented information (continued) : |
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 Nine months ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Revenue: Commercial Insurers $ 22,328,411 $ 22,801,819 $ 50,502,740 $ 67,830,007 Federal Insurers 5,563,807 5,040,136 12,851,072 14,408,155 Physicians 2,365,549 2,448,174 5,827,537 7,330,147 Other 91,685 124,674 207,801 447,743 Total $ 30,349,452 $ 30,414,803 $ 69,389,150 $ 90,016,052 |
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 September 30, 2020 and December 31, 2019: 2020 2019 Property and equipment: Canada $ 154,264 $ 210,386 United States $ 47,695 41,547 Total $ 201,959 $ 251,933 Intangible assets: Canada $ 28,968 $ 30,478 United States $ 168,296,360 163,077,715 Total $ 168,325,328 $ 163,108,193 Total assets: Canada $ 2,415,224 $ 3,231,845 United States $ 211,831,969 199,863,424 Total $ 214,247,193 $ 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 and nine months ended September 30, 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 September 30, 2020 Anesthesia services Product sales Other Total Revenue $ 27,983,903 $ 2,365,549 $ — $ 30,349,452 Operating costs 26,963,897 1,080,861 2,219,867 30,264,625 Operating income (loss) $ 1,020,006 $ 1,284,688 $ (2,219,867 ) $ 84,827 Three months ended September 30, 2019 Anesthesia services Product sales Other Total Revenue $ 27,966,629 $ 2,448,174 $ — $ 30,414,803 Operating costs 23,774,049 1,089,316 1,838,812 26,702,177 Operating income (loss) $ 4,192,580 $ 1,358,858 $ (1,838,812 ) $ 3,712,626 Nine months ended September 30, 2020 Anesthesia services Product sales Other Total Revenue $ 63,561,613 $ 5,827,537 $ — $ 69,389,150 Operating costs 70,580,981 3,025,258 6,344,402 79,950,641 Operating income (loss) $ (7,019,368 ) $ 2,802,279 $ (6,344,402 ) $ (10,561,491 ) 1 7 . Segmented information (continued) : Nine months ended September 30, 2019 Anesthesia services Product sales Other Total Revenue $ 82,685,905 $ 7,330,147 $ — $ 90,016,052 Operating costs 69,804,891 3,441,207 4,645,347 77,891,445 Operating income (loss) $ 12,881,014 $ 3,888,940 $ (4,645,347 ) $ 12,124,607 Additionally, the Company incurs the following in each of its operating segments: Three months ended September 30, 2020 Anesthesia services Product sales Other Total Finance (income) expense $ (80,369 ) $ — $ 522,336 $ 441,967 Depreciation and amortization expense $ 10,736,983 $ 5,708 $ 17,706 $ 10,760,397 Three months ended September 30, 2019 Anesthesia services Product sales Other Total Finance expense $ 191,950 $ — $ 933,460 $ 1,125,410 Depreciation and amortization expense $ 8,530,610 $ 5,383 $ 19,916 $ 8,555,909 Nine months ended September 30, 2020 Anesthesia services Product sales Other Total Finance (income) expense $ (343,254 ) $ — $ 1,729,261 $ 1,386,007 Depreciation and amortization expense $ 29,613,097 $ 16,749 $ 56,621 $ 29,686,467 Nine months ended September 30, 2019 Anesthesia services Product sales Other Total Finance expense $ 2,894,543 $ — $ 2,801,800 $ 5,696,343 Depreciation and amortization expense $ 25,899,621 $ 19,936 $ 54,726 $ 25,974,283 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Cash Flow Reclassification Adjustment (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from financing activities | $ 5,039,073 | $ (10,376,269) | $ (4,727,879) | $ (32,611,017) |
Cash flows from investing activities | $ (12,995,448) | 2,318,000 | (21,537,585) | (4,792,158) |
Previously Reported [Member] | ||||
Cash flows from financing activities | (3,357,611) | (23,177,008) | ||
Cash flows from investing activities | (4,700,658) | $ (14,226,167) | ||
Adjustment [Member] | ||||
Cash flows from financing activities | (7,018,658) | (9,434,009) | ||
Cash flows from investing activities | $ 7,018,658 | $ 9,434,009 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |
Acquisition of equity interest from non-controlling interest | $ 9,924,381 |
Asset acquisitions - Additional
Asset acquisitions - Additional Information - (Detail) | Sep. 17, 2020USD ($) | Aug. 31, 2019USD ($) | Apr. 03, 2019USD ($) | Sep. 30, 2020USD ($)Acquisition | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Acquisition | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)Acquisition | Aug. 30, 2019 | Apr. 02, 2019 |
Business Acquisition [Line Items] | ||||||||||
Number of asset acquisitions completed | Acquisition | 5 | 5 | 5 | |||||||
Ownership interest acquired | 49.00% | 51.00% | ||||||||
Total cash consideration | $ 7,000,000 | $ 11,024,903 | $ 2,174,003 | $ 19,296,746 | $ 9,204,437 | |||||
Percentage of working capital paid for acquisition of remaining ownership interest | 49.00% | |||||||||
Deferred asset acquisition costs | $ 18,658 | $ 228,777 | 228,777 | $ 59,249 | ||||||
Anesthesia Revenue [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership interest acquired | 5.56% | |||||||||
Total cash consideration | $ 2,000,000 | |||||||||
Legal fees | $ 16,076 | |||||||||
Metro Orlando Anesthesia Associates LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amount required to pay to the seller | 311,500 | |||||||||
Amount required to pay if certain EBITDA target not met | 0 | |||||||||
Central Virginia Anesthesia Associates LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration payable is depending on certain EBITDA targets being met | 1,500,000 | |||||||||
Amount required to pay to seller after the third anniversary date of transaction | 2,500,000 | |||||||||
Contingent consideration payable | $ 2,500,000 | |||||||||
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 |
Asset acquisitions - Summary of
Asset acquisitions - Summary of Asset Acquisitions (Detail) - Anesthesia Services [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Consideration | $ 21,920,339 | $ 17,506,700 |
Lake Lanier Anesthesia Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2020-06 | |
Consideration | $ 5,428,514 | |
Metro Orlando Anesthesia Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2020-06 | |
Consideration | $ 3,137,543 | |
Central Virginia Anesthesia Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2020-07 | |
Consideration | $ 5,252,886 | |
Orange Country Anesthesia Assocaites LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2020-08 | |
Consideration | $ 6,251,015 | |
Coastal Carolina Sedation Associates LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | 2020-09 | |
Consideration | $ 1,850,381 | |
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) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | Aug. 30, 2019 | |
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 2,617,110 | |||
Assets and liabilities acquired: | ||||
CRH ownership interest | 49.00% | 51.00% | ||
Anesthesia Services [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 18,983,454 | $ 15,032,311 | ||
Contingent consideration | 2,601,185 | |||
Acquisition costs | 335,700 | 251,469 | ||
Purchase consideration | 21,920,339 | 17,506,700 | ||
Non-controlling interest | 12,900,278 | 11,419,673 | ||
Fair value of net identifiable assets and liabilities acquired | 34,820,617 | 28,926,373 | ||
Assets and liabilities acquired: | ||||
Exclusive professional services agreements | 34,820,617 | 27,182,915 | ||
Fair value of net identifiable assets and liabilities acquired | 34,820,617 | 28,926,373 | ||
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) | |||
Deferred consideration | 627,645 | |||
Pre-transaction equity interest | 1,595,275 | |||
Anesthesia Services [Member] | Lake Lanier Anesthesia Associates LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 5,379,954 | |||
Acquisition costs | 48,560 | |||
Purchase consideration | 5,428,514 | |||
Non-controlling interest | 1,809,504 | |||
Fair value of net identifiable assets and liabilities acquired | 7,238,018 | |||
Assets and liabilities acquired: | ||||
Exclusive professional services agreements | 7,238,018 | |||
Fair value of net identifiable assets and liabilities acquired | $ 7,238,018 | |||
Exclusive professional services agreements – amortization term | 5 years | |||
CRH ownership interest | 75.00% | |||
Anesthesia Services [Member] | Metro Orlando Anesthesia Associates LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 2,803,500 | |||
Contingent consideration | 294,214 | |||
Acquisition costs | 39,829 | |||
Purchase consideration | 3,137,543 | |||
Non-controlling interest | 1,045,848 | |||
Fair value of net identifiable assets and liabilities acquired | 4,183,391 | |||
Assets and liabilities acquired: | ||||
Exclusive professional services agreements | 4,183,391 | |||
Fair value of net identifiable assets and liabilities acquired | $ 4,183,391 | |||
Exclusive professional services agreements – amortization term | 5 years | |||
CRH ownership interest | 75.00% | |||
Anesthesia Services [Member] | Central Virginia Anesthesia Associates LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 2,800,000 | |||
Contingent consideration | 2,306,971 | |||
Acquisition costs | 145,915 | |||
Purchase consideration | 5,252,886 | |||
Non-controlling interest | 5,046,890 | |||
Fair value of net identifiable assets and liabilities acquired | 10,299,776 | |||
Assets and liabilities acquired: | ||||
Exclusive professional services agreements | 10,299,776 | |||
Fair value of net identifiable assets and liabilities acquired | $ 10,299,776 | |||
Exclusive professional services agreements – amortization term | 5 years | |||
CRH ownership interest | 51.00% | |||
Anesthesia Services [Member] | Orange Country Anesthesia Assocaites LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 6,200,000 | |||
Acquisition costs | 51,015 | |||
Purchase consideration | 6,251,015 | |||
Non-controlling interest | 3,220,220 | |||
Fair value of net identifiable assets and liabilities acquired | 9,471,235 | |||
Assets and liabilities acquired: | ||||
Exclusive professional services agreements | 9,471,235 | |||
Fair value of net identifiable assets and liabilities acquired | $ 9,471,235 | |||
Exclusive professional services agreements – amortization term | 7 years | |||
CRH ownership interest | 66.00% | |||
Anesthesia Services [Member] | Coastal Carolina Sedation Associates LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 1,800,000 | |||
Acquisition costs | 50,381 | |||
Purchase consideration | 1,850,381 | |||
Non-controlling interest | 1,777,816 | |||
Fair value of net identifiable assets and liabilities acquired | 3,628,197 | |||
Assets and liabilities acquired: | ||||
Exclusive professional services agreements | 3,628,197 | |||
Fair value of net identifiable assets and liabilities acquired | $ 3,628,197 | |||
Exclusive professional services agreements – amortization term | 7 years | |||
CRH ownership interest | 51.00% | |||
Anesthesia Services [Member] | ACA [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 5,239,003 | |||
Acquisition costs | 116,025 | |||
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 | |||
Fair value of net identifiable assets and liabilities acquired | 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) | |||
Exclusive professional services agreements – amortization term | 6 years | |||
CRH ownership interest | 100.00% | |||
Deferred consideration | $ 0 | |||
Pre-transaction equity interest | 0 | |||
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 | |||
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 | |||
Exclusive professional services agreements – amortization term | 5 years | |||
CRH ownership interest | 55.00% | |||
Deferred consideration | $ 0 | |||
Pre-transaction equity interest | 0 | |||
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 | |||
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 | |||
Exclusive professional services agreements – amortization term | 5 years | |||
CRH ownership interest | 51.00% | |||
Deferred consideration | $ 0 | |||
Pre-transaction equity interest | 0 | |||
Anesthesia Services [Member] | TSA [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 3,185,843 | |||
Acquisition costs | 15,173 | |||
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 | |||
Fair value of net identifiable assets and liabilities acquired | 10,635,169 | |||
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 | |||
Exclusive professional services agreements – amortization term | 5 years | |||
CRH ownership interest | 51.00% | |||
Deferred consideration | $ 627,645 | |||
Pre-transaction equity interest | 1,595,275 | |||
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 | |||
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 | |||
Exclusive professional services agreements – amortization term | 5 years | |||
CRH ownership interest | 51.00% | |||
Deferred consideration | $ 0 | |||
Pre-transaction equity interest | $ 0 |
Trade and Other Receivables - S
Trade and Other Receivables - Summary of Trade Receivables and Other Receivable (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Line Items] | ||
Trade receivables, gross | $ 20,355,059 | $ 20,024,916 |
Other receivables | 33,850 | 50,756 |
Less: allowance for doubtful accounts | (30,029) | (34,384) |
Receivables net current | 20,358,880 | 20,041,288 |
Anesthesia Services [Member] | ||
Balance Sheet Related Disclosures [Line Items] | ||
Trade receivables, gross | 19,287,998 | 19,081,177 |
Product Sales [Member] | ||
Balance Sheet Related Disclosures [Line Items] | ||
Trade receivables, gross | $ 1,067,061 | $ 943,739 |
Trade and Other Payables - Summ
Trade and Other Payables - Summary of Trade and Other Payables (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instruments [Abstract] | ||
Trade payables | $ 1,966,937 | $ 1,213,276 |
Accruals and other payables | 5,465,489 | 4,983,465 |
Government assistance - Paycheck Protection Program ("PPP") (note 10) | 16,872 | |
Total | $ 7,449,298 | $ 6,196,741 |
Right of use assets and relat_3
Right of use assets and related obligations - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)Renewaloption | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Renewaloption | Sep. 30, 2019USD ($) | |
Lease cost | $ 91,527 | $ 90,670 | $ 248,620 | $ 278,339 |
Fixed lease payments | 85,071 | 69,572 | 220,039 | 216,261 |
Variable lease cost | $ 6,456 | $ 21,098 | $ 28,581 | $ 62,078 |
Weighted average lease term | 4 years 7 months 9 days | 4 years 7 months 9 days | ||
ATLANTA [Member] | ||||
Lease term | 5 years 3 months | 5 years 3 months | ||
Lease term renewal option to extend | 5 years | 5 years | ||
Number of additional renewal options | Renewaloption | 2 | 2 |
Right of use assets and relat_4
Right of use assets and related obligations - Lease expense (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lease, Cost | $ 91,527 | $ 90,670 | $ 248,620 | $ 278,339 |
Anesthesia Services [Member] | ||||
Lease, Cost | 54,899 | 28,106 | 111,188 | 90,839 |
Product Sales [Member] | ||||
Lease, Cost | 18,314 | 31,282 | 68,716 | 93,750 |
Corporate Segment [Member] | ||||
Lease, Cost | $ 18,314 | $ 31,282 | $ 68,716 | $ 93,750 |
Right of use assets and relat_5
Right of use assets and related obligations (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Remainder of 2020 | $ 58,425 | |
2021 | 299,507 | |
2022 | 225,769 | |
2023 | 231,977 | |
2024 | 238,357 | |
2025 | 182,924 | |
Total | 1,236,959 | |
Accretion related to outstanding lease obligations | (129,845) | |
Total | 1,107,114 | |
Current obligation relating to lease liability | 241,742 | $ 125,555 |
Long-term obligation relating to lease liability | 865,372 | $ 54,300 |
Total | $ 1,107,114 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets Finite Lives Amortized Over Period (Detail) | 9 Months Ended |
Sep. 30, 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 ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 275,645,988 | |
Additions through asset acquisitions (note 4) | 34,820,617 | |
Ending balance | 310,466,605 | |
Beginning balance | 112,537,795 | |
Amortization expense | 29,603,482 | |
Ending balance | 142,141,277 | |
Net balance | 168,325,328 | $ 163,108,193 |
Professional Services Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 275,113,390 | |
Additions through asset acquisitions (note 4) | 34,820,617 | |
Ending balance | 309,934,007 | |
Beginning balance | 112,035,676 | |
Amortization expense | 29,601,972 | |
Ending balance | 141,637,648 | |
Net balance | 168,296,359 | 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 | 1,510 | |
Ending balance | 503,629 | |
Net balance | $ 28,969 | $ 30,479 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - Service | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Intangible Assets Net Excluding Goodwill [Abstract] | ||
Number of professional services agreements identified with impairment indicators | 1 | 6 |
Number of professional services agreements identified for impairment upon undiscounted cash flow models | 2 | |
Renewal term of professional services agreements | 2 years 11 months 12 days | |
Weighted average amortization period | 4 years 6 months 21 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] | Sep. 30, 2020USD ($) |
Finite Lived Intangible Assets, Future Amortization Expense [Line Items] | |
Remainder of 2020 | $ 10,859,181 |
2021 | 38,372,597 |
2022 | 31,651,357 |
2023 | 27,504,951 |
2024 | 25,581,035 |
The first nine months of 2025 | 12,733,507 |
Amortization Expense | $ 146,702,628 |
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) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Results of operations | ||||
Net and comprehensive income (loss) | $ 308,766 | $ 2,099,329 | $ (5,254,684) | $ 6,108,796 |
Triad Sedation Associates LLC [Member] | ||||
Results of operations | ||||
Net and comprehensive income (loss) | 2,472,267 | |||
Triad Sedation Associates LLC [Member] | Anesthesia Revenue [Member] | ||||
Results of operations | ||||
Anesthesia revenue | 3,811,965 | |||
Triad Sedation Associates LLC [Member] | Anesthesia Services [Member] | ||||
Results of operations | ||||
Anesthesia services expense | $ 1,339,698 |
Government assistance - Additio
Government assistance - Additional Information (Detail) - USD ($) | Sep. 30, 2020 | Apr. 15, 2020 | Sep. 30, 2020 |
Government Assistance [Line Items] | |||
PPP loan terms | Principal and interest payments on any unforgiven portion of the PPP Loan will be deferred for ten months after the end of the Covered Period 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. | ||
Amount of loan forgiven | $ 2,928,748 | ||
Total reimbursement received | $ 2,149,077 | ||
Contract liability - CMS Advancement | $ 1,900,584 | 1,900,584 | |
COVID-19 [Member] | |||
Government Assistance [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 | ||
Amount of reimbursement proceeds under CARES Act HHS stimulus fund | $ 177,941 |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Notes Payable [Line Items] | ||
Total loans and borrowings | $ 75,848,120 | |
Scotia Facility [Member] | ||
Notes Payable [Line Items] | ||
Non-current portion | 74,997,205 | $ 68,380,345 |
Total loans and borrowings | $ 74,997,205 | $ 68,380,345 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - JP Morgan Facility [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 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 | 850,915 | |
Line of credit facility, annual repayment | 0 | |
Line of credit facility, quarterly repayment | 0 | |
Credit facility drawn amount | 75,848,120 | $ 69,341,370 |
Additional deferred financing fees | $ 125,000 | |
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) | Sep. 30, 2020 |
Minimum | |
Notes Payable [Line Items] | |
Total leverage ratio | 3.50 |
Maximum | |
Notes Payable [Line Items] | |
Interest coverage ratio | 3 |
Notes Payable - Summary of Cons
Notes Payable - Summary of Consolidated Minimum Loan Payments (Detail) | Sep. 30, 2020USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 75,848,120 |
Total loans and borrowings | $ 75,848,120 |
Share Capital - Additional Info
Share Capital - Additional Information (Detail) | Oct. 02, 2020shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2020CAD ($)shares | Jun. 30, 2020shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2019CAD ($)shares | Jun. 30, 2019shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2020CAD ($)shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2019CAD ($)shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of shares authorized | 100,000,000 | 100,000,000 | 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 | $ | $ 602,740 | $ 624,366 | $ 1,714,831 | $ 124,595 | |||||||
Stock options exercised | 25,000 | 25,000 | 25,000 | 25,000 | |||||||
Repurchase of shares | 126,300 | 126,300 | 384,549 | 384,549 | 315,200 | 315,200 | 1,357,979 | 1,357,979 | |||
Total cost, including transaction fee | $ 297,549 | $ 395,817 | $ 1,112,097 | $ 1,466,297 | $ 654,473 | $ 890,534 | $ 3,992,728 | $ 5,306,896 | |||
Options [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Shares excluded from diluted weighted average number of common shares calculation | 979,687 | 979,687 | 590,144 | 590,144 | 988,720 | 988,720 | 475,560 | 475,560 | |||
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 | 2,631,304 | 2,631,304 | 1,935,399 | 1,935,399 | 2,629,772 | 2,629,772 | 1,936,849 | 1,936,849 | |||
Common Stock [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock options exercised | 25,000 | 15,000 | 15,000 | 825,000 | |||||||
Shares cancelled under normal course issuer bid | 314,400 | 314,400 | |||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Shares cancelled under normal course issuer bid | 800 | ||||||||||
Options [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Compensation expense | $ | $ 50,227 | $ 82,113 | $ 186,129 | $ 155,753 |
Share Capital - Summary of Stat
Share Capital - Summary of Status of Plan for Other Equity Instruments (Detail) | 9 Months Ended |
Sep. 30, 2020shares | |
Time Based Share Units [Member] | |
Disclosure of Compensation Related Costs, Share based Payments [Abstract] | |
Beginning balance | 2,147,500 |
Issued | 300,000 |
Exercised | (147,500) |
Forfeited | (115,625) |
Expired | |
Ending balance | 2,184,375 |
Vested | |
Expected to vest | 2,184,375 |
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 Earnings (Loss) Per Share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net earnings (loss), Basic | $ (337,954) | $ 982,368 | $ (5,324,264) | $ 2,552,084 |
Net earnings (loss), Diluted | $ (337,954) | $ 982,368 | $ (5,324,264) | $ 2,552,084 |
Basic | 71,506,045 | 71,831,356 | 71,558,371 | 71,845,812 |
Weighted average number of common shares outstanding, Diluted | 71,506,045 | 72,799,142 | 71,558,371 | 73,023,144 |
Basic | $ (0.005) | $ 0.014 | $ (0.074) | $ 0.036 |
Diluted | $ (0.005) | $ 0.013 | $ (0.074) | $ 0.035 |
Options [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted average number of common shares outstanding, Basic | 422,043 | 742,909 | ||
Share units [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted average number of common shares outstanding, Basic | 545,743 | 434,423 |
Net Finance Expense - Summary o
Net Finance Expense - Summary of Net Finance Expense (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Finance expense: | ||||
Interest and accretion expense on borrowings | $ 431,925 | $ 848,369 | $ 1,459,837 | $ 2,556,527 |
Accretion expense on earn-out obligation and deferred consideration | 15,925 | 10,145 | 32,833 | 123,305 |
Amortization of deferred financing fees | 90,411 | 65,091 | 269,424 | 195,273 |
Net change in fair value of financial liabilities at fair value through earnings (note 14) | (96,294) | 181,805 | (376,087) | 2,771,238 |
Total finance expense | $ 441,967 | 1,125,410 | $ 1,386,007 | 5,696,343 |
Other | $ 20,000 | $ 50,000 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Fair Value of Financial Instruments (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Investment | $ 2,016,076 | |
Total Assets | 2,016,076 | |
Total Liabilities | 686,973 | $ 1,063,060 |
Earn-out obligation [Member] | ||
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 686,973 | 1,063,060 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 2,016,076 | |
Total Assets | 2,016,076 | |
Total Liabilities | 686,973 | 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 | $ 686,973 | $ 1,063,060 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Fair Value, Measurements, Recurring [Member] | |||||
Financial Instruments [Line Items] | |||||
Accretion expense related to earn-out obligation | |||||
Fair Value, Inputs, Level 3 [Member] | |||||
Financial Instruments [Line Items] | |||||
Payments on partial amount of earn-out obligation | $ 4,795,822 | ||||
Remaining obligation payable | $ 686,193 | ||||
Expects to pay the remaining obligation period | 1 year | ||||
Increase (decrease) in fair value of earn-out obligation | $ 376,087 |
Financial Instruments - Summary
Financial Instruments - Summary of Reconciliation of Level 3 Fair Values (Detail) - Fair Value, Inputs, Level 3 [Member] | 9 Months Ended |
Sep. 30, 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 | (376,087) |
Balance as at September 30, 2020 | $ 686,973 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Related Party Transactions [Abstract] | ||||
Product sales | $ 14,190 | $ 14,095 | $ 21,475 | $ 28,095 |
Amounts owing by or to related party | $ 7,095 | $ 7,000 | $ 7,095 | $ 7,000 |
Segmented Information - Additio
Segmented Information - Additional information (Detail) | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue | $ 30,349,452 | $ 30,414,803 | $ 69,389,150 | $ 90,016,052 |
Canada and Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue | 65,257 | 51,489 | 123,049 | 175,747 |
United States [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue | $ 30,284,195 | $ 30,363,314 | $ 69,266,101 | $ 89,840,305 |
Segmented Information - Summa_2
Segmented Information - Summary of Revenue from Contract with Customer (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 30,349,452 | $ 30,414,803 | $ 69,389,150 | $ 90,016,052 |
Commercial Insurers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 22,328,411 | 22,801,819 | 50,502,740 | 67,830,007 |
Federal Insurers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,563,807 | 5,040,136 | 12,851,072 | 14,408,155 |
Physicians [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,365,549 | 2,448,174 | 5,827,537 | 7,330,147 |
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 91,685 | $ 124,674 | $ 207,801 | $ 447,743 |
Segmented Information - Summa_3
Segmented Information - Summary of Property and Equipment, Intangibles and Other Assets Located in Geographic Regions (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment | $ 201,959 | $ 251,933 |
Intangible assets | 168,325,328 | 163,108,193 |
Total assets | 214,247,193 | 203,095,269 |
Canada [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment | 154,264 | 210,386 |
Intangible assets | 28,968 | 30,478 |
Total assets | 2,415,224 | 3,231,845 |
United States [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment | 47,695 | 41,547 |
Intangible assets | 168,296,360 | 163,077,715 |
Total assets | $ 211,831,969 | $ 199,863,424 |
Segmented Information - Summa_4
Segmented Information - Summary of Operating Segments (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 30,349,452 | $ 30,414,803 | $ 69,389,150 | $ 90,016,052 |
Operating costs | 30,264,625 | 26,702,177 | 79,950,641 | 77,891,445 |
Operating income (loss) | 84,827 | 3,712,626 | (10,561,491) | 12,124,607 |
Finance (income) expense | 441,967 | 1,125,410 | 1,386,007 | 5,696,343 |
Depreciation and amortization expense | 10,760,397 | 8,555,909 | 29,686,467 | 25,974,283 |
Anesthesia Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 27,983,903 | 27,966,629 | 63,561,613 | 82,685,905 |
Operating costs | 26,963,897 | 23,774,049 | 70,580,981 | 69,804,891 |
Operating income (loss) | 1,020,006 | 4,192,580 | (7,019,368) | 12,881,014 |
Finance (income) expense | (80,369) | 191,950 | (343,254) | 2,894,543 |
Depreciation and amortization expense | 10,736,983 | 8,530,610 | 29,613,097 | 25,899,621 |
Product Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,365,549 | 2,448,174 | 5,827,537 | 7,330,147 |
Operating costs | 1,080,861 | 1,089,316 | 3,025,258 | 3,441,207 |
Operating income (loss) | 1,284,688 | 1,358,858 | 2,802,279 | 3,888,940 |
Depreciation and amortization expense | 5,708 | 5,383 | 16,749 | 19,936 |
Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating costs | 2,219,867 | 1,838,812 | 6,344,402 | 4,645,347 |
Operating income (loss) | (2,219,867) | (1,838,812) | (6,344,402) | (4,645,347) |
Finance (income) expense | 522,336 | 933,460 | 1,729,261 | 2,801,800 |
Depreciation and amortization expense | $ 17,706 | $ 19,916 | $ 56,621 | $ 54,726 |