Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Entity Addresses [Line Items] | ||
Document Type | 40-F | |
Document Registration Statement | false | |
Document Annual Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 001-40413 | |
Entity Registrant Name | Quipt Home Medical Corp. | |
Entity Incorporation, State or Country Code | A1 | |
Entity Tax Identification Number | 98-1508109 | |
Entity Address, Address Line One | 1019 Town Drive | |
Entity Address, City or Town | Wilder | |
Entity Address, State or Province | KY | |
Entity Address, Postal Zip Code | 41076 | |
City Area Code | 859 | |
Local Phone Number | 878-2220 | |
Entity Primary SIC Number | 3841 | |
Title of 12(b) Security | Common Shares | |
Trading Symbol | QIPT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Entity Central Index Key | 0001540013 | |
Amendment Flag | false | |
Audited Annual Financial Statements | true | |
Annual Information Form | true | |
ICFR Auditor Attestation Flag | false | |
Entity Common Stock, Shares Outstanding | 35,605,280 | |
Auditor Name | BDO USA LLP | MNP LLP |
Auditor Location | Cincinnati, Ohio | Toronto, Canada |
Auditor Firm ID | 243 | 1930 |
Business Contact [Member] | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 1015 15th Street N.W., Suite 1000 | |
Entity Address, City or Town | Washington | |
Entity Address, State or Province | DC | |
Entity Address, Postal Zip Code | 20005 | |
City Area Code | 202 | |
Local Phone Number | 572-3133 | |
Contact Personnel Name | CT Corporation System |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Current Assets | ||
Cash | $ 8,516 | $ 34,612 |
Accounts receivable, net | 16,383 | 11,938 |
Inventory | 15,585 | 9,253 |
Prepaid and other current assets | 1,052 | 1,430 |
Total current assets | 41,536 | 57,233 |
Long-term assets | ||
Property, equipment, and right of use assets, net | 33,497 | 23,506 |
Goodwill | 28,208 | 12,456 |
Intangible assets, net | 28,887 | 14,874 |
Other assets | 86 | 504 |
Total long-term assets | 90,678 | 51,340 |
TOTAL ASSETS | 132,214 | 108,573 |
Current Liabilities | ||
Accounts payable | 13,841 | 9,842 |
Accrued liabilities | 3,451 | 3,202 |
Current portion of equipment loans | 5,473 | 6,992 |
Current portion of lease liabilities | 3,304 | 2,981 |
Current portion of senior credit facility | 6,857 | |
Deferred revenue | 3,036 | 2,452 |
Government grant | 4,885 | |
Purchase price payable | 5,778 | 2,383 |
Total current liabilities | 41,740 | 32,737 |
Long-term Liabilities | ||
Debentures | 11,784 | |
Equipment loans | 234 | 392 |
Lease liabilities | 7,195 | 4,784 |
Senior credit facility | 3,378 | |
SBA Loan | 120 | 121 |
Purchase price payable | 133 | |
TOTAL LIABILITIES | 52,667 | 49,951 |
SHAREHOLDERS' EQUITY | ||
Capital stock | 214,254 | 202,827 |
Contributed surplus | 26,317 | 21,001 |
Shares to be issued | 657 | |
Accumulated deficit | (161,024) | (165,863) |
TOTAL SHAREHOLDERS' EQUITY | 79,547 | 58,622 |
TOTAL LIABILITIES AND EQUITY | $ 132,214 | $ 108,573 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||
Rentals of medical equipment | $ 69,192,000 | $ 55,338,000 |
Sales of medical equipment and supplies | 70,670,000 | 47,013,000 |
Total revenues | 139,862,000 | 102,351,000 |
Cost of inventory sold | 33,213,000 | 28,172,000 |
Operating expenses | 65,203,000 | 44,805,000 |
Bad debt expense | 12,225,000 | 7,957,000 |
Depreciation | 20,453,000 | 16,212,000 |
Amortization of intangible assets | 2,587,000 | 1,574,000 |
Stock-based compensation | 5,493,000 | 4,952,000 |
Acquisition-related costs | 797,000 | 233,000 |
Loss (gain) on sale of property and equipment | 45,000 | (94,000) |
Other income from government grant | (4,885,000) | |
Operating income (loss) | 4,731,000 | (1,460,000) |
Financing expenses | ||
Interest expense on leases and loans | 1,082,000 | 927,000 |
Interest expense on convertible debenture | 609,000 | 838,000 |
Other interest expense, net | 388,000 | 228,000 |
Loss on extinguishment of debt | 281,000 | |
Loss on settlement of shares to be issued | 442,000 | |
Loss on foreign currency transactions | 144,000 | 173,000 |
Change in fair value of warrants | 2,112,000 | |
Change in fair value of debentures | (1,150,000) | 3,591,000 |
Income (loss) before taxes | 2,935,000 | (9,329,000) |
Recovery of income taxes | (1,904,000) | (3,155,000) |
Net income (loss) | $ 4,839,000 | $ (6,174,000) |
Net income (loss) per share (Note 16) | ||
Basic earnings per share | $ 0.14 | $ (0.20) |
Diluted earnings per share | $ 0.13 | $ (0.20) |
Weighted average number of common shares outstanding: | ||
Basic | 33,647 | 30,438 |
Diluted | 36,302 | 30,438 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Capital stock | Contributed surplus | Shares to be issued | Accumulated deficit | Total |
Balance at beginning of period at Sep. 30, 2020 | $ 171,405 | $ 16,519 | $ (159,689) | $ 28,235 | |
Balance at beginning of period (in shares) at Sep. 30, 2020 | 28,069 | ||||
Net income (loss) | (6,174) | (6,174) | |||
Stock to be issued from acquisition | $ 3,033 | 3,033 | |||
Issuance of stock for acquisitions | $ 2,376 | (2,376) | |||
Issuance of stock for acquisitions (in shares) | 629 | ||||
Conversion of debentures | $ 5,359 | 5,359 | |||
Conversion of debentures (in shares) | 777 | ||||
Stock-based compensation | 4,952 | 4,952 | |||
Stock options exercised | $ 355 | (154) | 201 | ||
Stock options exercised (in shares) | 117 | ||||
Compensation options exercised | $ 1,718 | (316) | 1,402 | ||
Compensation options exercised (in shares) | 368 | ||||
Exercise of warrants - including transfer of derivative warrant liability of $4,140 | $ 21,614 | 21,614 | |||
Exercise of warrants - including transfer of derivative warrant liability of $4,140 (in shares) | 3,390 | ||||
Balance at end of period at Sep. 30, 2021 | $ 202,827 | 21,001 | 657 | (165,863) | 58,622 |
Balance at end of period (in shares) at Sep. 30, 2021 | 33,350 | ||||
Net income (loss) | 4,839 | 4,839 | |||
Cash in lieu of shares to be issued | $ (657) | (657) | |||
Conversion of debentures | $ 10,683 | 10,683 | |||
Conversion of debentures (in shares) | 2,107 | ||||
Stock-based compensation | 5,493 | 5,493 | |||
Stock options exercised | $ 216 | (25) | 191 | ||
Stock options exercised (in shares) | 33 | ||||
Compensation options exercised | $ 528 | (152) | 376 | ||
Compensation options exercised (in shares) | 115 | ||||
Balance at end of period at Sep. 30, 2022 | $ 214,254 | $ 26,317 | $ (161,024) | $ 79,547 | |
Balance at end of period (in shares) at Sep. 30, 2022 | 35,605 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Sep. 30, 2021 USD ($) | |
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY | |
Transfer of derivative warrant liability | $ 4,140 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net income (loss) | $ 4,839,000 | $ (6,174,000) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 23,040,000 | 17,786,000 |
Amortization of financing costs and accretion of purchase price payable | 251,000 | 178,000 |
Interest expense, net of amortization and accretion | 1,828,000 | 1,815,000 |
Cash paid for interest | (2,007,000) | (1,869,000) |
Loss on foreign currency transactions | 144,000 | 173,000 |
Loss on fair value of warrants | 2,112,000 | |
Loss (gain) loss on fair value of convertible debentures | (1,150,000) | 3,591,000 |
Loss (gain) on disposal of property and equipment | 45,000 | (94,000) |
Loss on extinguishment of debt | 281,000 | |
Loss on settlement of shares to be issued | 442,000 | |
Stock-based compensation | 5,493,000 | 4,952,000 |
Other income from government grant | (4,885,000) | |
Derecognition of purchase price payable | (178,000) | |
Provision (benefit) for income taxes | (1,904,000) | (3,155,000) |
Cash paid for income taxes | (653,000) | (368,000) |
Change in working capital (net of acquisitions): | ||
Increase in accounts receivable | (201,000) | (868,000) |
Increase in inventory | (2,419,000) | (89,000) |
Decrease (increase) in prepaid and other current assets | 450,000 | (858,000) |
Increase in deferred revenue | 31,000 | 332,000 |
Increase in accounts payables and accrued liabilities | 2,897,000 | 297,000 |
Net cash flow provided by operating activities | 26,344,000 | 17,761,000 |
Investing activities | ||
Purchase of property and equipment | (9,161,000) | (5,046,000) |
Cash proceeds from sale of property and equipment | 193,000 | 98,000 |
Cash paid for acquisitions | (33,525,000) | (12,890,000) |
Net cash flow used in investing activities | (42,493,000) | (17,838,000) |
Financing activities | ||
Repayments of loans | (11,900,000) | (10,416,000) |
Repayments of leases | (3,822,000) | (2,547,000) |
Proceeds from credit facility | 12,000,000 | |
Issuance costs relating to credit facility | (1,779,000) | |
Proceeds from exercise of warrants | 17,474,000 | |
Cash in lieu of shares to be issued | (1,100,000) | |
Proceeds from exercise of options | 567,000 | 1,603,000 |
Payments of purchase price payable | (3,817,000) | (1,274,000) |
Net cash flow (used in) provided by financing activities | (9,851,000) | 4,840,000 |
Net increase (decrease) in cash | (26,000,000) | 4,763,000 |
Effect of exchange rate changes on cash held in foreign currencies | (96,000) | 622,000 |
Cash, beginning of year | 34,612,000 | 29,227,000 |
Cash, end of year | $ 8,516,000 | $ 34,612,000 |
Nature of operations
Nature of operations | 12 Months Ended |
Sep. 30, 2022 | |
Nature of operations | |
Nature of operations | 1. Nature of operations Reporting entity Quipt Home Medical Corp. (“Quipt” or the “Company”) was incorporated under the Business Corporations Act (Alberta) on March 5, 1993. On December 30, 2013, the Company was continued into British Columbia, Canada. The address of the registered office is 666 Burrard St, Vancouver, British Columbia, V6C 2Z7. The head office is located at 1019 Town Drive, Wilder, Kentucky, United States. The Company is a participating Medicare provider that provides i) nebulizers, oxygen concentrators, and CPAP and BiPAP units; ii) traditional and non-traditional durable medical respiratory equipment and services; and iii) non-invasive ventilation equipment, supplies and services. The Company has embarked on an acquisition strategy for additional revenue and profit growth. The Company changed its name from Protech Home Medical Corp. to Quipt Home Medical Corp. on May 13, 2021. The Company’s shares are traded on the TSX Venture Exchange under the symbol QIPT. On May 27, 2021 the stock began trading on NASDAQ in the United States under the symbol QIPT. Effective May 13, 2021, the Company consolidated its issued and outstanding common shares based on one |
Basis of Presentation and summa
Basis of Presentation and summary of significant accounting policies | 12 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and summary of significant accounting policies | |
Basis of Presentation and summary of significant accounting policies | 2. Basis of Presentation and summary of significant accounting policies Basis of accounting These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The consolidated financial statements were authorized for issue by the Board of Directors on December 23, 2022. The consolidated financial statements, which are presented in US dollars, have been prepared under the historical cost convention, as modified by the measurement at fair values of certain financial assets and financial liabilities. Basis of measurement These consolidated financial statements have been prepared on a going concern basis that assumes that the Company will continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of operation. Principles of consolidation These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated. The Company’s consolidated entities, their functional currencies and ownership percentages are as follows: 100 W. Commercial Street, LLC USD 100% Acadia Medical Supply, Inc. USD 100% Access Respiratory Home Care, L.L.C. USD 100% At Home Health Equipment, LLC USD 100% Black Bear Medical, Inc. USD 100% Black Bear Medical Group, Inc. USD 100% Black Bear Medical NH, Inc. USD 100% Care Medical Atlanta, LLC USD 100% Care Medical of Athens, Inc. USD 100% Care Medical of Augusta, LLC USD 100% Care Medical of Gainesville, LLC USD 100% Care Medical Partners, LLC USD 100% Care Medical Savannah, LLC USD 100% Central Oxygen, Inc. USD 100% Coastal Med-Tech Corp. USD 100% Cooley Medical Equipment, Incorporated USD 100% Good Night Medical, LLC USD 100% Good Night Medical of Ohio, LLC USD 100% Good Night Medical of Texas, Inc USD 100% Health Technology Resources, LLC USD 100% Heckman Healthcare Service & Supplies Inc. USD 100% Hometown Medical LLC USD 100% Legacy Oxygen and Home Care Equipment, LLC USD 100% Mayhugh Drugs, Inc. USD 100% Med Supply Center, Inc. USD 100% Medical West Healthcare Center, LLC USD 100% Metro-Med, Inc. USD 100% Metro-Med, Inc. - Los Alamitos USD 100% Metro-Med, Inc. - Ventura USD 100% NorCal Respiratory, Inc. USD 100% Oxygen Plus USD 100% Patient Aids, Inc. USD 100% Patient Home Monitoring, Inc - discontinued USD 100% QHM Holdings, Inc. USD 100% Quipt Home Medical, Inc. USD 100% Resource Medical, Inc. USD 100% Resource Medical Group Charleston, LLC USD 100% Resource Medical Group, LLC USD 100% Respicare, Inc. USD 100% Riverside Medical, Inc. USD 100% Semo Drugs - Care Plus of Mo, Inc. USD 100% Sleep Health Diagnostics, LLC USD 100% Sleepwell, LLC USD 100% Southeastern Biomedical Services, LLC USD 100% Thrift Home Care, Inc. USD 100% Tuscan, Inc. USD 100% West Home Healthcare, Inc. USD 100% Critical accounting estimates The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments, and assumptions concerning the future. The Company’s management reviews these estimates, judgments, and assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised. Estimates where management has made subjective judgments and where there is significant risk of material adjustments to assets and liabilities in future accounting periods include fair value measurements for financial instruments and share-based transactions, useful lives and impairment of non-financial assets (property and equipment and intangible assets), provision for expected credit losses, fair value measurements for assets and liabilities acquired in business acquisitions, and calculation of deferred taxes. The following are the key estimate and assumption uncertainties that have a significant risk of resulting in a material adjustment within the next financial year: a) Revenue recognition Revenues are billed to, and collections are received from both third-party insurers, the largest of which is Medicare, and patients. Because of continuing changes in the health care industry and third-party reimbursement, the consideration receivable from these insurance companies is variable as these billings can be challenged by the payor. Therefore, the amount billed by the Company is reduced by an estimate of the amount that the Company believes is an allowable charge to be ultimately allowed by the insurance contract. The above estimate involves significant judgment including an analysis of past collections and historical modification rates. Management regularly reviews the actual claims approved by the insurance companies, adjusting estimated revenue as required. Rental of medical equipment The Company rents medical equipment to customers for a fixed monthly amount on a month-to-month basis. The customer generally has the right to cancel the lease at any time during the rental period. The Company considers these rentals to be operating leases. Under IFRS 16 - “ Leases Due to the nature of the industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenue and accounts receivable at their net realizable values. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain payors may result in adjustments to amounts originally recorded. Such adjustments are typically identified and recorded at the point of cash application or claim denial. Sales of medical equipment and supplies The Company sells equipment, replacement parts, and supplies to customers and recognizes revenue based on contractual payment rates as determined by the payors at the point in time where control of the good or service is transferred through delivery to the customer. The payors are generally charged at the time that the product is sold. The transaction price on equipment sales is the amount that the Company expects to receive in exchange for the goods and services provided. Due to the nature of the industry, gross charges are retail charges and generally do not reflect what the Company is ultimately paid. As such, the transaction price is constrained for the difference between the gross charge and what is estimated to be collected from payors and from patients. The transaction price therefore is predominantly based on contractual payment rates as determined by the payors. The Company does not generally contract with uninsured customers but does offer point-of-sale payments at retail outlets. The payment terms and conditions of customer contracts vary by customer type and the products and services offered. The Company determines its estimates of contractual allowances and discounts based upon contractual agreements and historical experience. While the rates are fixed for the product or service with the customer and the payors, such amounts typically include co-payments, co-insurance, and deductibles, which vary in amounts, and are due from secondary insurance providers and/or the patient. The Company includes in the transaction price only the amount that the Company expects to be entitled, which is substantially all of the payor billings at contractual rates. Due to the nature of the industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenue and accounts receivable at their net realizable values. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain payors may result in adjustments to amounts originally recorded. Such adjustments are typically identified and recorded at the point of claim approval or denial. Returns and refunds are not accepted on equipment sales. The Company does not offer warranties to customers in excess of the manufacturer’s warranty. Any taxes due upon sale of the products or services are not recognized as revenue. The Company does not have any partially or unfilled performance obligations related to contracts with customers and as such, the Company has no contract liabilities as of September 30, 2022 and September 30, 2021 relating to sale of medical equipment and supplies. b) Valuation of accounts receivable The measurement of expected credit losses considers information about past events and current conditions. Forward looking macro-economic factors are incorporated into the risk parameters, such as unemployment rates, inflation, and interest rates. Significant judgments are made in order to incorporate forward-looking information into the estimation of reserves and may result in changes to the provision from period to period which may significantly affect our results of operations. The Company estimates that a certain portion of receivables from customers may not be collected and maintains reserve for expected credit losses. The Company evaluates the net realizable value of accounts receivable as of the date of the consolidated balance sheets. Specifically, the Company considers historical realization data, including current and historical cash collections, accounts receivable aging trends, other operating trends, and relevant business conditions. If circumstances related to certain customers change or actual results differ from expectations, our estimate of the recoverability of receivables could fluctuate from that provided for in our consolidated financial statements. A change in estimate could impact bad debt expense and accounts receivable. c) Convertible debentures In accordance with the substance of the contractual arrangement, convertible debentures are compound financial instruments that are accounted for separately by their components: a financial liability and an equity instrument. The identification of convertible debenture components is based on interpretations of the substance of the contractual arrangement and therefore requires judgment from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability is also based on a number of assumptions, including contractual future cash flows, discount factors, and the presence of any derivative financial instruments. d) Property and equipment Property and equipment are stated at cost less accumulated depreciation. Major renewals and improvements are charged to the property accounts, while maintenance, and repairs which do not extend the useful life of the respective assets, are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives of the assets are as follows: Description Estimated Useful Life Rental equipment 1 - 5 years Computer equipment 3 - 5 years Office furniture and fixtures 5 - 10 years Leasehold improvements Life of lease 1 - 7 years Right-of-use vehicles 5 years Right-of-use real estate leases Life of lease 1 - 10 years Depreciation of rental equipment commences once it has been deployed to a patient’s address and put in use. Property and equipment and other non-current assets with definite useful lives are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. e) Intangible assets The Company has recorded various intangible assets consisting primarily of non-compete agreements, trademarks, customer contracts and customer relationships. Non-compete agreements are the value associated with the non-compete agreements entered by the sellers of purchased companies. Trademarks are the purchase price allocation for the value associated with the trade name of the acquired company. Customer contracts are comprised of the purchase price allocation of the present value of expected future customer billings based on the statistical life of a customer. Customer relationships are the value given in the purchase price allocation to the long-term associations with referral sources such as doctors, medical centers, etc. Finite life intangible assets are amortized on a straight-line basis over the estimated useful lives of the related assets as follows: Description Estimated Useful Life Non-compete agreements 5 Years Trademarks 10 Years Customer contracts 2 Years Customer relationships 10 - 20 Years Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the consolidated statements of income (loss) and comprehensive income (loss) when the asset is derecognized. The Company reviews the estimates for useful lives on an annual basis, or more frequently if events during the year indicate that a change may be required, with consideration given to technological obsolescence and other relevant business factors. A change in management’s estimate could impact depreciation/amortization expense and the carrying value of property and equipment and intangible assets. f) Share-based payments and warrants The amounts used to estimate fair values of stock options and warrants issued are based on estimates of future volatility of the Company’s share price, expected lives of the options and warrants, expected dividends to be paid by the Company and other relevant assumptions. By their nature, these estimates are subject to measurement uncertainty and the effect of changes in such estimates on the consolidated financial statements of future periods could be significant. g) Income taxes Significant judgment is required in determining the provision for future income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on the Company’s current understanding of the tax law. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including the related interest and penalties in the current tax provision. Management believes they have adequately provided for the probable outcome of these matters; however, the final outcome may result in a materially different outcome than the amount included in the tax liabilities. In addition, the Company recognizes deferred tax assets relating to tax losses carried forward to the extent there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same taxable entity against which the unused tax losses can be utilized. Utilization of the tax losses depends on the ability of the taxable entity to satisfy certain tests at the time the losses are recouped. h) Lease liabilities Estimate of lease term When the Company recognizes a lease, it assesses the lease term based on the conditions of the lease and determines whether it will extend the lease at the end of the lease contract or exercise an early termination option. As it is not reasonably certain that the extension or early termination options will be exercised, the Company determined that the term of its leases are the lesser of original lease term or the life of the leased asset. This significant estimate could affect future results if the Company extends the lease or exercises an early termination option. Incremental borrowing rate When the Company recognizes a lease, the future lease payments are discounted using the Company’s incremental borrowing rate. This significant estimate impacts the carrying amount of the lease liabilities and the interest expense recorded on the consolidated statement of income (loss) and comprehensive income (loss). Critical accounting judgements The following are the critical judgments, apart from those involving estimations, which have been made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements. a) Functional currency The consolidated financial statements of the Company are presented in US dollars, which is the Company’s functional currency. Determined using management’s judgment that the primary economic environment in which it will derive its revenue and expenses incurred to generate those revenues is the United States. Management has exercised judgment in selecting the functional currency of each of the entities that it consolidates based on the primary economic environment in which the entity operates and in reference to the various indicators including the currency that primarily influences or determines the selling prices of goods and services and the cost of production, including labor, material and other costs and the currency whose competitive forces and regulations mainly determine selling prices. b) Business combinations In accordance with IFRS 3 – Business Combinations c) Recognition and initial measurement The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in the consolidated statement of loss and comprehensive loss when incurred. d) Goodwill impairment Management has evaluated the recoverable amount for its cash generating unit and applied judgment in the discount rate and other underlying assumptions used in impairment analysis of goodwill. The Company has ten CGUs with goodwill and reviews the value in use versus the carrying value both in total and for each of the individual assets. The recoverable amount of the CGU was estimated based on an assessment of value in use using a discounted cash flow approach. The approach uses cash flow projections based upon a financial forecast approved by management, covering a five-year period. Cash flows for the years thereafter are extrapolated using the estimated terminal growth rate. The risk premiums expected by market participants related to uncertainties about the industry and assumptions relating to future cash flows may differ or change quickly, depending on economic conditions and other events. e) Segment reporting International Financial Reporting Standards 8 f) Identification of cash-generating unit “CGU” For the purposes of impairment testing, assets are grouped at the lowest levels of integrated assets that generate identifiable cash inflows that are largely independent of the cash inflows of other assets or groups of assets, termed as a CGU. The allocation of assets into a CGU requires significant judgment and interpretations with respect to the integration between assets, the existence of active markets, similar exposure to market risks, shared infrastructures and the way in which management monitors the operations. g) Income (loss) per share Basic income (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted income (loss) per share is computed similarly to basic income (loss) per share except that the weighted average number of shares outstanding is increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The average number of shares is calculated by assuming that outstanding conversions were exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting period. For the years ended September 30, 2022 and 2021, potentially dilutive common shares issuable upon the exercise of conversion option related to convertible debentures, warrants and options were not included in the computation of income (loss) per share because their effect was anti-dilutive. h) Foreign currency transactions Transactions in foreign currencies are initially recorded by the Company’s entities in their respective functional currency at the foreign currency spot rate or the rate realized in the transaction. Monetary items are translated at the foreign currency spot rate as of the reporting date. Exchange differences from monetary items are recognized in profit or loss. Non-monetary items that are not carried at fair value are translated using the exchange rates at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The assets and liabilities of foreign operations are translated into US dollars at the rate of exchange prevailing at the reporting date and their statements of operations are translated at the weighted average monthly rates of exchange. The exchange differences arising on the translation are recognized in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that foreign operation is recognized in the statement of loss and comprehensive loss. i) Valuation of inventories Inventory is recorded at the lower of cost or net realizable value, using first-in first out weighted average cost method. Inventory is expensed through cost of inventory sold when shipped to customers or transferred to property and equipment when rented to customers. Financial instruments Fair value measurement Financial instruments carried at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: Level 1 – Where financial instruments are traded in active financial markets; fair value is determined by reference to the appropriate quoted market price at the reporting date. Active markets are those in which transactions occur in significant frequency and volume to provide pricing information on an ongoing basis; Level 2 – If there is no active market, fair value is established using valuation techniques, including discounted cash flow models. The inputs to these models are taken from observable market data where possible, including recent arm’s length market transaction and comparisons to the current fair value of similar instruments, but where this is not feasible, inputs such as liquidity risk, credit risk, and volatility are used; and Level 3 – In this level, fair value determinations are made with inputs other than observable market data. Cash is classified as Level 1. The warrant derivative financial liability has been valued using level 3 inputs from the fair value hierarchy. The convertible debentures have been valued using Level 1 inputs. Financial instrument risk exposure The Company’s activities expose it to a variety of financial risks: market risk (including credit risk, liquidity risk and interest rate risk), credit risk, and liquidity risk. These risks arise from the normal course of operations and all transactions are undertaken to support the Company’s ability to continue as a going concern. Risk management is carried out by management under policies promulgated by the Board of Directors. The Company’s overall risk management approach seeks to minimize potential adverse effects on the Company’s financial performance. Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk are primarily cash and accounts receivable. Each subsidiary places its cash with one major financial institution. At times, the cash in the financial institution is temporarily more than the amount insured by the Federal Deposit Insurance Corporation. Substantially all accounts receivable is due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, or directly from patients. Receivables generally are collected within industry norms for third-party payors. The Company continuously monitors collections from its clients and maintains an allowance for bad debts based upon any specific payor collection issues that are identified and historical experience. The expected loss rates are based on the historical loss rates and are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables, such as the unemployment rate of the states in which it conducts business. Trade receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, a failure to make contractual payments after multiple collection efforts, including third party collection agencies. As of September 30, 2022, the Company has approximately 9% of the Company’s receivables that are due from Medicare. As this is a federal health insurance program in the United States, there is nominal credit risk associated with these balances. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach in managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due by continuously monitoring actual and budgeted cash flows and monitoring financial market conditions for signs of weakness. As of September 30, 2022, the Company has $41,936,000 of liabilities that are due within one year but has $41,557,000 of current assets plus revolver borrowing availability of $13,000,000 to meet those obligations. Interest rate risk Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The interest rate on the credit facility into which the Company entered in September 2022 is a variable rate that can be fixed for a maximum of six months. With $12,000,000 of borrowings on this facility at September 30, 2022, each 1% increase would result in an additional $120,000 of annual interest expense. The interest on the Company’s other debt is either imputed or has a fixed rate and is not subject to cash flow interest rate risk. |
Acquisitions of businesses and
Acquisitions of businesses and purchase accounting | 12 Months Ended |
Sep. 30, 2022 | |
Acquisitions of businesses and purchase accounting | |
Acquisitions of businesses and purchase accounting | 3. Acquisitions of businesses and purchase accounting Acquisition of Thrift Home Care, Inc. On October 1, 2021, the Company, through PHM Logistics Corporation, entered into a purchase agreement to acquire all the shares of Thrift Home Care, Inc. (“Thrift”), a Mississippi-based company in the same industry as the Company. The purchase price was $2,169,000 of which $1,804,000 was paid in cash at closing, with remaining holdbacks due on the six- and twelve-month anniversaries of the acquisition discounted at 3.31% for a fair value of $365,000. The Company has determined that the transaction is an acquisition of a business under IFRS 3, and it has been accounted for by applying the acquisition method. The Company expensed $26,000 of professional fees in conjunction with the acquisition. The revenues and net loss for Thrift for the twelve months ended September 30, 2022 was approximately $2,200,000 and $(56,000), respectively. The fair value of the acquired assets and liabilities is as follows: Cash $ 452 Accounts receivable 165 Inventory 107 Property, equipment, and right of use assets, net 1,158 Goodwill 802 Intangible assets 770 Accounts payable (140) Accrued liabilities (33) Deferred revenue (40) Deferred tax liability (262) Loans and leases (810) Net assets acquired $ 2,169 Cash paid at closing $ 1,804 Cash to be paid after closing, included in purchase price payable 365 Consideration paid or payable $ 2,169 The goodwill is attributable to expected synergies from the combined operations. None of the goodwill is deductible for income tax purposes. Acquisition of Heckman Healthcare Services & Supplies, Inc. On November 1, 2021, the Company, through PHM Logistics Corporation, entered into a purchase agreement to acquire all the shares of Heckman Healthcare Services & Supplies, Inc (“Heckman”). Heckman is an Illinois-based company in the same industry as the Company. The purchase price was $2,435,000, of which $2,103,000 was paid in cash at closing, with remaining holdbacks due on the six- and twelve-month anniversaries of the acquisition discounted at 3.31% for a fair value of $332,000. The Company has determined that the transaction is an acquisition of a business under IFRS 3, and it has been accounted for by applying the acquisition method. The Company expensed $28,000 of professional fees in conjunction with the acquisition. The pro forma revenues and net income for Heckman for the twelve months ended September 30, 2022 as if the acquisition had occurred on October 1, 2021 was approximately $2,250,000 and $300,000, respectively, of which approximately $2,050,000 and $280,000 were recognized in the period from November 1, 2021 to September 30, 2022. The fair value of the acquired assets and liabilities is as follows: Cash $ 169 Accounts receivable 170 Inventory 280 Property, equipment, and right of use assets, net 1,165 Goodwill 965 Intangible assets 90 Accounts payable (159) Accrued liabilities (96) Deferred revenue (27) Deferred tax liability (122) Net assets acquired $ 2,435 Cash paid at closing $ 2,103 Cash to be paid after closing, included in purchase price payable 332 Consideration paid or payable $ 2,435 The goodwill is attributable to expected synergies from the combining operations. None of the goodwill is deductible for income tax purposes. Acquisition of Southeastern Biomedical Services, LLC On November 9, 2021, the Company, through newly-created entity SE Biomedical Holdco, LLC (“Southeastern Bio”), a Kentucky limited liability company, entered into a purchase agreement to acquire substantially all of the assets of Southeastern Biomedical Services, LLC. Southeastern Bio provides repair parts and service, calibration, and electrical safety for the durable medical equipment industry, and was a vendor of the Company. The purchase price was $697,000, of which $600,000 was paid in cash at closing, with remaining holdbacks payable on the six- and twelve-month anniversaries of the acquisition at a fair value of $97,000. The Company has determined that the transaction is an acquisition of a business under IFRS 3, and it has been accounted for by applying the acquisition method. The Company expensed $18,000 of professional fees in conjunction with the acquisition. The pro forma revenues and net loss for Southeastern Bio for the twelve months ended September 30, 2022 as if the acquisition had occurred on October 1, 2021 was approximately $2,200,000 and $(50,000), respectively, of which approximately $2,000,000 and $(40,000) were recognized in the period from November 9, 2021 to September 30, 2022. The fair value of the acquired assets and liabilities is as follows: Accounts receivable $ 112 Inventory 53 Property, equipment, and right of use assets, net 306 Goodwill 225 Intangible assets 270 Accounts payable (131) Loans and leases (138) Net assets acquired $ 697 Cash paid at closing $ 600 Cash to be paid after closing, included in purchase price payable 97 Consideration paid or payable $ 697 The goodwill is attributable to expected synergies from the combining operations. All of the goodwill is deductible for income tax purposes. Acquisition of At Home Health Equipment, LLC On January 1, 2022, the Company, through PHM Logistics Corporation, entered into a purchase agreement to acquire all the shares of At Home Health Equipment, LLC (“At Home”). At Home is an Indiana-based company in the same industry as the Company. The purchase price was $13,650,000, of which $11,978,000 was paid in cash at closing, holdbacks due on the six- and twelve-month anniversaries of the acquisition discounted at 3.41% for a fair value of $1,288,000, and the collection of certain accounts receivable that totaled $384,000. The Company has determined that the transaction is an acquisition of a business under IFRS 3, and it has been accounted for by applying the acquisition method. The Company expensed $32,000 of professional fees in conjunction with the acquisition. The pro forma revenues and net income for At Home for the twelve months ended September 30, 2022 as if the acquisition had occurred on October 1, 2021 was approximately $12,800,000 and $230,000, respectively, of which approximately $9,450,000 and $250,000 were recognized in the period from January 1, 2022 to September 30, 2022. The fair value of the acquired assets and liabilities is as follows: Cash $ 495 Accounts receivable 1,346 Inventory 1,211 Prepaid expenses 71 Property, equipment, and right of use assets, net 2,085 Goodwill 7,868 Intangible assets 4,170 Accounts payable (600) Accrued liabilities (346) Deferred revenue (135) Deferred tax liability (1,448) Loans and leases (1,067) Net assets acquired $ 13,650 Cash paid at closing $ 11,978 Cash to be paid after closing, included in purchase price payable 1,672 Consideration paid or payable $ 13,650 The goodwill is attributable to expected synergies from the combining operations. None of the goodwill is deductible for income tax purposes. Acquisition of Good Night Medical, LLC On April 1, 2022, the Company, through PHM Logistics Corporation, entered into a purchase agreement to acquire all the shares of Good Night Medical, LLC and its subsidiaries (“Good Night”). Good Night is an Ohio-based company in the same industry as the Company. The purchase price was $6,162,000, of which $4,361,000 was paid in cash at closing, with remaining holdbacks due on the six- and twelve-month anniversaries of the acquisition discounted at 3.41% for a fair value of $1,801,000. The Company has determined that the transaction is an acquisition of a business under IFRS 3, and it has been accounted for by applying the acquisition method. The Company expensed $55,000 of professional fees in conjunction with the acquisition. The pro forma revenues and net loss for Good Night for the twelve months ended September 30, 2022 as if the acquisition had occurred on October 1, 2021 was approximately $8,300,000 and $(270,000), respectively, of which approximately $3,100,000 and $(550,000) were recognized in the period from April 1, 2022 to September 30, 2022. The fair value of the acquired assets and liabilities is as follows: Cash $ 42 Accounts receivable 730 Inventory 369 Property, equipment, and right of use assets, net 696 Goodwill 3,277 Intangible assets 3,470 Accounts payable (1,200) Accrued liabilities (166) Deferred revenue (39) Loans and leases (1,017) Net assets acquired $ 6,162 Cash paid at closing $ 4,361 Cash to be paid after closing, included in purchase price payable 1,801 Consideration paid or payable $ 6,162 The goodwill is attributable to expected synergies from the combining operations. All of the goodwill is deductible for income tax purposes. Acquisition of Access Respiratory Home Care, LLC On June 1, 2022, the Company, through PHM Logistics Corporation, entered into a purchase agreement to acquire all the shares of Access Respiratory Home Care, LLC (“Access”). Access is a Louisiana-based company in the same industry as the Company. The purchase price was $6,595,000, of which $5,347,000 was paid in cash at closing, with remaining holdbacks due on the six- and twelve-month anniversaries of the acquisition discounted at 3.41% for a fair value of $1,248,000. The Company has determined that the transaction is an acquisition of a business under IFRS 3, and it has been accounted for by applying the acquisition method. The Company expensed $98,000 of professional fees in conjunction with the acquisition. The pro forma revenues and net income for Access for the twelve months ended September 30, 2022 as if the acquisition had occurred on October 1, 2021 was approximately $6,950,000 and $850,000, respectively, of which approximately $2,600,000 and $300,000 were recognized in the period from June 1, 2022 to September 30, 2022. The fair value of the acquired assets and liabilities is as follows: Cash $ 417 Accounts receivable 741 Inventory 622 Property, equipment, and right of use assets, net 1,492 Goodwill 1,223 Intangible assets 3,180 Accounts payable (200) Accrued liabilities (319) Deferred revenue (90) Loans and leases (471) Net assets acquired $ 6,595 Cash paid at closing $ 5,347 Cash to be paid after closing, included in purchase price payable 1,248 Consideration paid or payable $ 6,595 The goodwill is attributable to expected synergies from the combining operations. All of the goodwill is deductible for income tax purposes. Acquisition of NorCal Respiratory, Inc. On June 3, 2022, the Company, through PHM Logistics Corporation, entered into a purchase agreement to acquire all the shares of NorCal Respiratory, Inc (“NorCal”). NorCal is a California-based company in the same industry as the Company. The purchase price was $3,080,000, of which $2,494,000 was paid in cash at closing, with remaining holdbacks due on the six- and twelve-month anniversaries of the acquisition discounted at 3.41% for a fair value of $586,000. The Company has determined that the transaction is an acquisition of a business under IFRS 3, and it has been accounted for by applying the acquisition method. The Company expensed $29,000 of professional fees in conjunction with the acquisition. The pro forma revenues and net loss for NorCal for the twelve months ended September 30, 2022 as if the acquisition had occurred on October 1, 2021 was approximately $3,200,000 and $(150,000), respectively, of which approximately $1,000,000 and $(50,000) were recognized in the period from June 3, 2022 to September 30, 2022. The fair value of the acquired assets and liabilities is as follows: Cash $ 503 Accounts receivable 315 Inventory 492 Property, equipment, and right of use assets, net 1,044 Goodwill 948 Intangible assets 1,400 Accounts payable (100) Accrued liabilities (67) Deferred revenue (93) Deferred tax liability (680) Loans and leases (682) Net assets acquired $ 3,080 Cash paid at closing $ 2,494 Cash to be paid after closing, included in purchase price payable 586 Consideration paid or payable $ 3,080 The goodwill is attributable to expected synergies from the combining operations. None of the goodwill is deductible for income tax purposes. Acquisition of Hometown Medical, LLC On July 1, 2022, the Company, through PHM Logistics Corporation, entered into a purchase agreement to acquire all the shares of Hometown Medical, LLC (“Hometown”). Hometown is a Mississippi-based company in the same industry as the Company. The purchase price was $5,892,000, of which $4,838,000 was paid in cash at closing, with remaining holdbacks due on the six- and twelve-month anniversaries of the acquisition discounted at 5.26% for a fair value of $1,054,000. The Company has determined that the transaction is an acquisition of a business under IFRS 3, and it has been accounted for by applying the acquisition method. The Company expensed $22,000 of professional fees in conjunction with the acquisition. The pro forma revenues and net income for Hometown for the twelve months ended September 30, 2022 as if the acquisition had occurred on October 1, 2021 was approximately $8,450,000 and $1,100,000, respectively, of which approximately $2,450,000 and $700,000 were recognized in the period from July 1, 2022 to September 30, 2022. The fair value of the acquired assets and liabilities is as follows: Cash $ 723 Accounts receivable 665 Inventory 778 Property, equipment, and right of use assets, net 2,187 Goodwill 407 Intangible assets 3,250 Accounts payable (721) Accrued liabilities (66) Deferred revenue (129) Loans and leases (1,202) Net assets acquired $ 5,892 Cash paid at closing $ 4,838 Cash to be paid after closing, included in purchase price payable 1,054 Consideration paid or payable $ 5,892 The goodwill is attributable to expected synergies from the combining operations. All of the goodwill is deductible for income tax purposes. Prior year acquisitions Acquisition of Sleepwell, LLC Effective October 23, 2020, the Company, through PHM Logistics Corporation, entered into a purchase agreement to acquire all the shares of Sleepwell, Inc. (“Sleepwell”), a Georgia-based company in the same industry as the Company. The purchase price was $9,976,000 of which $6,623,000 was paid in cash at closing, $2,376,000 (629,000 shares at a fair value of $3.78 per share) was paid through the issuance of the Company’s common shares in January 2021, a holdback paid in March 2021 discounted at 3.46% for a fair value of $320,000, and $657,000 (246,000 shares at a fair value of $2.67) originally to be paid in The Company’s common shares in August 2022. The fair value of the Company’s common shares has been discounted by 15% and 25%, respectively, using the Black-Scholes pricing model for put options, to reflect the inability to sell the Company’s common shares for a period and for the time between the date of the acquisition and the dates the Company’s common shares is to be issued. The Company’s common shares were to be issued in August 2022, but, upon mutual agreement of the parties, a cash payment of $1,100,000 was made instead. A loss of $442,000 was recorded as “Loss on settlement of shares to be issued” on the consolidated statements of income (loss) and comprehensive income (loss) for the year ended September 30, 2022. The Company has determined that the transaction is an acquisition of a business under IFRS 3, and it has been accounted for by applying the acquisition method. The Company expensed $81,000 of professional fees in conjunction with the acquisition. The fair value of the acquired assets was as follows: Cash $ 378 Accounts receivable 780 Inventory 769 Prepaid expenses and other current assets 2 Property, equipment, and right of use assets, net 1,273 Goodwill 4,641 Intangible assets 5,410 Accounts payable (640) Accrued liabilities (166) Deferred revenue (100) Loans and Leases (390) Deferred tax liability (1,981) Net assets acquired $ 9,976 Cash paid at closing $ 6,623 Stock issued in January 2021 2,376 Cash to be paid after closing 320 Stock to be issued after closing, included in shares to be issued 657 Consideration paid or payable $ 9,976 The goodwill is attributable to expected synergies from the combining operations. None of the goodwill is deductible for tax purposes. Acquisition of Mayhugh Drugs, Inc. Effective February 1, 2021, the Company, through PHM Logistics Corporation, entered into a purchase agreement to acquire all the shares of Mayhugh Drugs, Inc, dba Mayhugh Medical Equipment (“Mayhugh”). Mayhugh is a Florida-based company in the same industry as the Company. The purchase price was $1,959,000, of which $1,047,000 was paid in cash at closing, holdbacks due on the six- and twelve-month anniversary of the acquisition discounted at 2.39% for a fair value of $662,000, and an earnout valued at $250,000. The earnout could be as high as $750,000 ($250,000 for each of the first three twelve-month periods following the acquisition), and the fair value was based on a Monte Carlo simulation. The Company has determined that the transaction is an acquisition of a business under IFRS 3, and it has been accounted for by applying the acquisition method. The Company expensed $54,000 of professional fees in conjunction with the acquisition. The fair value of the acquired assets was as follows: Cash $ 180 Accounts receivable 474 Inventory 487 Prepaid expenses and other current assets 7 Property, equipment, and right of use assets, net 1,418 Goodwill 1,587 Intangible assets 2,830 Accounts payable (880) Accrued liabilities (14) Deferred revenue (84) US Small Business Association (“SBA”) loan (119) Loans and Leases (2,980) Deferred tax liability (947) Net assets acquired $ 1,959 Cash paid at closing $ 1,047 Cash to be paid after closing, included in purchase price payable 912 Consideration paid or payable $ 1,959 The goodwill is attributable to expected synergies from the combining operations. None of the goodwill is deductible for income tax purposes. Acquisition of Med Supply Center, Inc. On June 21, 2021, the Company, through PHM Logistics Corporation, entered into a purchase agreement to acquire all the shares of Med Supply Center, Inc. (“Med Supply”). Med Supply is a Mississippi-based company in the same industry as the Company. The purchase price was $1,601,000, of which $1,279,000 was paid in cash at closing, $10,000 to be paid within two months of the acquisition, and holdbacks payable on the six- and twelve-month anniversaries of the acquisition discounted at 2.39% for a fair value of $312,000. The Company has determined that the transaction is an acquisition of a business under IFRS 3, and it has been accounted for by applying the acquisition method. The Company expensed $26,000 of professional fees in conjunction with the acquisition. The fair value of the acquired assets was as follows: Cash $ 48 Accounts receivable 180 Inventory 597 Property, equipment, and right of use assets, net 351 Goodwill 766 Intangible assets 370 Accounts payable (190) Accrued liabilities (40) Deferred revenue (53) Deferred tax liability (304) Loans and Leases (124) Net assets acquired $ 1,601 Cash paid at closing $ 1,279 Cash to be paid after closing, included in purchase price payable 322 Consideration paid or payable $ 1,601 The goodwill is attributable to expected synergies from the combining operations. None of the goodwill is deductible for tax purposes. Acquisition of Semo Drug-Care Plus of Mo. Inc On June 23, 2021, the Company, through PHM Logistics Corporation, entered into a purchase agreement to acquire all the shares of Semo Drug-Care Plus of Mo. Inc, dba Care Plus Home Oxygen Therapy (“Care Plus”). Care Plus is a Missouri-based company in the same industry as the Company. The purchase price was $1,626,000, of which $1,440,000 was paid in cash at closing, $10,000 to be paid within two months of the acquisition, and holdbacks payable on the six- and twelve-month anniversaries of the acquisition discounted at 2.39% for a fair value of $176,000. The Company has determined that the transaction is an acquisition of a business under IFRS 3, and it has been accounted for by applying the acquisition method. The Company expensed $26,000 of professional fees in conjunction with the acquisition. The fair value of the acquired assets was as follows: Cash $ 47 Accounts receivable 292 Inventory 475 Property, equipment, and right of use assets, net 373 Goodwill 482 Intangible assets 530 Accounts payable (94) Accrued liabilities (51) Deferred tax liability (377) Deferred revenue (51) Net assets acquired $ 1,626 Cash paid at closing $ 1,440 Cash to be paid after closing, included in purchase price payable 186 Consideration paid or payable $ 1,626 The goodwill is attributable to expected synergies from the combining operations. None of the goodwill is deductible for tax purposes. Acquisition of Oxygen Plus, Inc. On June 29, 2021, the Company, through PHM Logistics Corporation, entered into a purchase agreement to acquire all the shares of Oxygen Plus, Inc. (“Oxygen Plus”). Oxygen Plus is a California-based company in the same industry as the Company. The purchase price was $730,000, of which $574,000 was paid in cash at closing and a holdback due on the six- and twelve-month anniversaries of the acquisition discounted at 2.39% for a fair value of $156,000. The Company has determined that the transaction is an acquisition of a business under IFRS 3, and it has been accounted for by applying the acquisition method. The Company expensed $25,000 of professional fees in conjunction with the acquisition. The fair value of the acquired assets is as follows: Cash $ 114 Accounts receivable 60 Inventory 39 Property, equipment, and right of use assets, net 88 Goodwill 327 Intangible assets 560 Accounts payable (98) Accrued liabilities (13) Deferred tax liability (180) Deferred revenue (12) Loans and Leases (155) Net assets acquired $ 730 Cash paid at closing $ 574 Cash to be paid after closing, included in purchase price payable 156 Consideration paid or payable $ 730 The goodwill is attributable to expected synergies from the combining operations. None of the goodwill is deductible for tax purposes. Acquisition of Medical West Healthcare Center, LLC On August 20, 2021, the Company, through PHM Logistics Corporation, entered into a purchase agreement to acquire all the shares of Medical West Healthcare Center, LLC (“Medical West”). Medical West is a Missouri-based company in the same industry as the Company. The purchase price was $2,366,000, of which $1,927,000 was paid in cash at closing and a holdback due on the six- and twelve-month anniversaries of the acquisition discounted at 2.39% for a fair value of $439,000. The Company has determined that the transaction is an acquisition of a business under IFRS 3, and it has been accounted for by applying the acquisition method. The Company expensed $42,000 of professional fees in conjunction with the acquisition. The fair value of the acquired assets was as follows: Cash $ 234 Accounts receivable 195 Inventory 382 Prepaid expenses and other current assets 10 Property, equipment, and right of use assets, net 1,121 Goodwill 795 Intangible assets 1,170 Deposits 2 Accounts payable (346) Accrued liabilities (107) Deferred tax liability (11) Deferred revenue (16) Loans and Leases (1,063) Net assets acquired $ 2,366 Cash paid at closing $ 1,927 Cash to be paid after closing, included in purchase price payable 439 Consideration paid or payable $ 2,366 The above fair value of the acquired assets was adjusted during the year ended September 30, 2022 to reflect the changes and estimates from what was initially reported in the year ended September 30, 2021. Goodwill and accounts payable both increased by $37,000. The goodwill is attributable to expected synergies from the combining operations. None of the goodwill is deductible for tax purposes. Purchase Price Payable The purchase price payable included on the consolidated statements of financial position consists of amounts related to prior period acquisitions as well as current fiscal year 2022 acquisitions less payments made to date. Below is the movement in Purchase Price Payable for the year ended September 30, 2022: Balance, September 30, 2020 (current $857 plus long-term $560) $ 1,417 Addition from acquisitions 2,335 Accretion of interest 38 Payments (1,274) Balance, September 30, 2021 (current $2,383 plus long-term $133) $ 2,516 Addition from acquisitions 7,155 Accretion of interest 102 Derecognition of purchase price payable (178) Payments (3,817) Balance, September 30, 2022 (current $5,778) $ 5,778 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Sep. 30, 2022 | |
Accounts Receivable | |
Accounts Receivable | 4. Accounts Receivable Accounts receivable represents amounts due from insurance companies and patients: As at As at September 30, 2022 September 30, 2021 Gross receivable $ 27,122 $ 15,413 Reserve for expected credit losses (10,739) (3,475) $ 16,383 $ 11,938 Below is the movement in the reserve for expected credit losses: Year ended Year ended September 30, September 30, Reserve for expected credit losses 2022 2021 Opening Balance $ 3,475 $ 5,036 Bad debt expense 12,225 7,957 Amounts written off (4,961) (9,518) Ending Balance $ 10,739 $ 3,475 |
Inventory
Inventory | 12 Months Ended |
Sep. 30, 2022 | |
Inventory | |
Inventory | 5. Inventory As at September 30, As at September 30, 2022 2021 Serialized $ 5,814 $ 2,369 Non-serialized 9,854 6,922 Reserve for shrink and slow-moving (83) (38) Total Inventory $ 15,585 $ 9,253 The expense for slow-moving inventory is included within cost of inventory sold in the condensed consolidated statement of income (loss) and comprehensive income (loss). |
Property, equipment, and right
Property, equipment, and right of use assets | 12 Months Ended |
Sep. 30, 2022 | |
Property, equipment, and right of use assets | |
Property, equipment, and right of use assets | 6. Property, equipment, and right of use assets Office Buildings and Right of use Right of use Rental furniture and Leasehold assets – assets – Real Cost equipment fixtures Land improvements Vehicles estate Total Balance September 30, 2020 $ 22,568 $ 504 $ — $ 1,364 $ 2,872 $ 4,990 $ 32,298 Transfers from inventory 14,988 — — — — — 14,988 Additions — 19 — 88 1,385 2,560 4,052 Acquisitions 2,740 3 — 54 302 1,526 4,625 Disposals and write offs (9,150) (44) — (8) (384) (1,326) (10,912) Balance September 30, 2021 $ 31,146 $ 482 $ — $ 1,498 $ 4,175 $ 7,750 $ 45,051 Transfers from inventory 17,797 — — — — — 17,797 Additions — 11 20 191 508 2,106 2,836 Acquisitions 3,952 218 140 802 1,274 3,747 10,133 Disposals and write offs (15,954) (262) — (60) (1,177) (1,217) (18,670) Balance September 30, 2022 $ 36,941 $ 449 $ 160 $ 2,431 $ 4,780 $ 12,387 $ 57,148 Office Buildings and Right of use Right of use Rental furniture and Leasehold assets – assets – Real Accumulated depreciation equipment fixtures Land improvements Vehicles estate Total Balance September 30, 2020 $ 12,311 $ 335 $ — $ 309 $ 1,182 $ 1,494 $ 15,631 Depreciation 13,213 92 — 131 789 1,987 16,212 Disposals and write offs (9,105) (44) — (9) (336) (804) (10,298) Balance September 30, 2021 $ 16,419 $ 383 $ — $ 431 $ 1,635 $ 2,677 $ 21,545 Depreciation 15,980 66 — 191 1,477 2,738 20,453 Disposals and write offs (15,954) (259) — (26) (990) (1,118) (18,347) Balance September 30, 2022 $ 16,445 $ 190 $ — $ 596 $ 2,122 $ 4,297 $ 23,650 Office Buildings and Right of use Right of use Rental furniture and Leasehold assets – assets – Real Net Book Value equipment fixtures Land improvements Vehicles estate Total Balance September 30, 2020 $ 10,257 $ 169 $ — $ 1,055 $ 1,690 $ 3,496 $ 16,667 Balance September 30, 2021 14,727 99 — 1,067 2,540 5,073 23,506 Balance September 30, 2022 $ 20,496 $ 259 $ 160 $ 1,835 $ 2,658 $ 8,089 $ 33,497 Rental equipment transferred from inventory during the years ended September 30, 2022 and 2021 was $17,797,000 and $14,988,000. For the years ended September 30, 2022 and 2021, the Company obtained equipment loans (Note 11) of $9,602,000 and $10,049,000, respectively, with the balance of $8,195,000 and $4,939,000 paid in cash, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Sub-total intangibles Customer Other with finite Cost Goodwill relationships Intangibles lives Total Balance September 30, 2020 $ 3,895 $ 11,766 $ 6,369 $ 18,135 $ 22,030 Acquisitions 8,561 9,129 1,740 10,869 19,430 Disposals — (205) — (205) (205) Balance September 30, 2021 $ 12,456 $ 20,690 $ 8,109 $ 28,799 $ 41,255 Acquisitions 15,752 14,210 2,390 16,600 32,352 Disposals — (2) — (2) (2) Balance September 30, 2022 $ 28,208 $ 34,898 $ 10,499 $ 45,397 $ 73,605 Sub-total intangibles Customer Other with finite Accumulation amortization Goodwill relationships Intangibles lives Total Balance September 30, 2020 $ — $ 7,200 $ 5,356 $ 12,556 $ 12,556 Amortization — 1,272 302 1,574 1,574 Disposals — (205) — (205) (205) Balance September 30, 2021 $ — $ 8,267 $ 5,658 $ 13,925 $ 13,925 Amortization — 2,080 507 2,587 2,587 Disposals — (2) — (2) (2) Balance September 30, 2022 $ — $ 10,345 $ 6,165 $ 16,510 $ 16,510 Sub-total intangibles Customer Other with finite Net carrying amount Goodwill relationships Intangibles lives Total Balance September 30, 2020 $ 3,895 $ 4,566 $ 1,013 $ 5,579 $ 9,474 Balance September 30, 2021 12,456 12,423 2,451 14,874 27,330 Balance September 30, 2022 $ 28,208 $ 24,553 $ 4,334 $ 28,887 $ 57,095 Goodwill Continuity Balance, September 30, 2020 $ 3,895 Acquisition through business combination: Sleepwell 4,641 Mayhugh 1,587 Med Supply 766 Care Plus 482 Oxygen Plus 327 Medical West 758 Balance, September 30, 2021 $ 12,456 Acquisition through business combination: Medical West 37 Thrift 802 Heckman 965 Southeastern Bio 225 At Home 7,868 Good Night Medical 3,277 Access 1,223 NorCal 948 Hometown 407 Balance, September 30, 2022 $ 28,208 |
Government Grant
Government Grant | 12 Months Ended |
Sep. 30, 2022 | |
Government Grant | |
Government Grant | 8. Government Grant During the year ended September 30, 2020, the Company received payments related to the two separate provisions of the US CARES Act. Payroll Protection Plan (“PPP’) On April 16, 2020, the Company received $4,254,000 related to the PPP, which was to assist companies in maintaining their workforce. The loans and accrued interest were forgivable if the borrower uses the loan proceeds for eligible purposes and maintained certain payroll levels. On March 23, 2022, the loan was forgiven, and other income in the amount of $4,254,000 has been recorded on the consolidated statements of income (loss) for the year ended September 30, 2022. Public health and Social Services Emergency Fund (“Relief Fund”) During the years ended September 30, 2020, the Company received $1,797,000 from the Relief Fund, which was established to support healthcare providers to prevent, prepare for, and respond to coronavirus, including health care related expenses or lost revenues, subject to certain terms and conditions. If those terms and conditions are met, payments do not need to be repaid. No expenses related to the PPP can be used to meet the terms and conditions for the Relief Fund. In September 2021, the Company submitted its filing with the HHS supporting the use of the funds under the terms and conditions of the Relief Fund. The HHS has not indicated whether any formal notification of acceptance will be provided. The Company has accounted for the proceeds under IAS 20. The original proceeds were recognized as a liability, which was reduced based on certain related costs incurred. During the years ended September 30, 2022 and 2021, the Company reduced the liability by $631,000 and $0, respectively, which was been included in other income in the consolidated statements of income (loss) and comprehensive income (loss). |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Sep. 30, 2022 | |
Deferred Revenue | |
Deferred Revenue | 9. Deferred Revenue Activity for deferred revenue for the years ended September 30, 2022 and 2021 is as follows: For the year ended For the year ended September 30, 2022 September 30, 2021 Beginning balance $ 2,452 $ 1,804 Acquisitions 553 316 Net activity from operations 31 332 Ending balance $ 3,036 $ 2,452 |
Derivative warrant liability
Derivative warrant liability | 12 Months Ended |
Sep. 30, 2022 | |
Derivative warrant liability. | |
Derivative warrant liability | 10. Derivative warrant liability On June 29, 2020, the Company completed a bought deal public offering, a concurrent brokered private placement, and a non-brokered private placement to the Company’s Chief Executive Officer and a director of the Company, for 27,678,826 units, respectively. Each unit consisted of one common share and one-half As at September 30, 2020 Share price C$ 1.31 Risk-free interest rate 0.23 % Expected volatility 60.8 % Expected life of warrant 0.75 years Expected dividend yield 0 % |
Long-term Debt
Long-term Debt | 12 Months Ended |
Sep. 30, 2022 | |
Long-term Debt | |
Long-term Debt | 11. Long-term Debt Senior Credit Facility In September 2022, the Company entered into a five-year, $110,000,000 senior credit facility (“Facility”) with a group of US banks. The facility consists of a delayed draw term loan facility of $85,000,000, a term loan of $5,000,000 that was drawn at closing, and a $20,000,000 revolving credit facility. The facility amends the $20,000,000 revolving credit facility that was entered into in September 2020. The Facility is secured by substantially all assets of the Company and is subject to certain financial covenants. The Facility bears interest at variable rates ranging in length from daily to six months and has fees for unused balances. As of September 30, 2022, the outstanding balances under the Facility totaled $12,000,000, comprised of $5,000,000 on the term loan and $7,000,000 on the revolving credit facility. As of September 30, 2022, the term loan bears interest at an annual rate of 5.7% and is repayable in quarterly installments of $250,000, with the balance due at maturity. The revolving credit facility bears interest at an annual rate of 7.0% and is payable at maturity. It is classified as a current liability as it is expected to be repaid during the year ended September 30, 2023. Interest expense on the Facility, including the unused fee, was $11,000 for the year ended September 30, 2022. The fair value of the note approximates the carrying value as of September 30, 2022. The Company incurred $1,779,000 in financing costs to obtain the Facility, which is reflected as a reduction of the outstanding balance and will be amortized as interest expense using the effective interest method over the life of the Facility. During the year ended September 30, 2022, $15,000 of amortization of deferred financing costs was recorded. A summary of the balances related to the Facility as of September 30, 2022 is as follows: As of September 30, 2022 Delayed draw term loan $ — Term loan 5,000 Revolving credit facility 7,000 Total principal 12,000 Deferred financing costs (1,765) Net carrying value $ 10,235 Current portion 6,857 Long-term portion 3,378 Net carrying value $ 10,235 The revolving credit facility that was replaced with the Facility had no borrowings as of September 30, 2021, and incurred interest expense for the years ended September 30, 2022 and 2021 of $126,000 and $38,000, respectively. Issuance costs had been recorded in “deferred financing costs” on the consolidated statements of financial position and were being amortized on a straight-line over the four-year term of the facility for a total of $135,000 and $140,000 for the years ended September 30, 2022 and 2021, with the balance of $281,000 recorded as “loss on extinguishment of long-term debt” on the consolidated statement of income (loss) and comprehensive income (loss) for the year ended September 30, 2022. Debentures On March 7, 2019, the Company issued C$15,000,000 in 8.0% Convertible Unsecured Debentures due March 7, 2024, with interest payable semi-annually on June 30 and December 31. Each C$1,000 (US$807) debenture was convertible at the option of the holder into 192.31 common shares. Beginning March 9, 2022, the Company could force conversion of the outstanding principal at a conversion price of C$5.20 per share, if the daily volume weighted average price of the common shares exceeds C$6.48 per share for twenty The debentures contained multiple embedded derivatives including conversion right, forced conversion option and payment in lieu of common shares. Since the Company was unable to measure the fair value of embedded derivatives reliably, it had chosen to designate the convertible debentures in their entirety (including conversion right, forced conversion option and payment in lieu of common shares) to be subsequently measured at fair value through profit or loss (FVTPL). The debentures were valued at fair value using the current trading price of C$137 ($109) per unit as of September 30, 2021. A gain of $1,150,000 and a loss of $3,591,000 was recorded for the years ended September 30, 2022 and 2021, respectively. Following is the movement in these debentures: Year Ended Year Ended September 30, 2022 September 30, 2021 Beginning Balance $ 11,784 $ 12,930 Conversion to common shares (10,683) (5,359) Change in fair value (1,150) 3,591 Change in foreign exchange rate 49 622 Ending Balance $ — $ 11,784 In conjunction with issuance of the debentures, the Company issued compensation options to the underwriters for 129,808 shares of the Company at an exercise price of C$5.20 for a period of two years from the closing of the transaction. The fair value of the options has been valued at $1.02 for a total of $133,000 using the Black-Scholes pricing model. Compensation options activity for the year ended September 30, 2021 is provided below: Number Weighted (000s) average exercise price Balance, September 30, 2020 130 C$ 5.20 Exercised (130) 5.20 Balance, September 30, 2021 — C$ — Equipment Loans The Company is offered financing arrangements from the Company’s suppliers and the supplier’s designated financial institution, in which payments for certain invoices or products can be financed and paid over an extended period. The financial institution pays the supplier when the original invoice becomes due, and the Company pays the third-party financial institution over a period of time. In some cases, the supplier accepts a discounted amount from the financial institution and the Company repays the financial institution the face amount of the invoice with no stated interest, in twelve equal monthly installments. The Company uses a 6% incremental borrowing rate to impute interest on these arrangements. The Company has assumed equipment loans in conjunction with several of its acquisitions. Those loans were recorded the Company’s incremental borrowing rate of 6%. There are no covenants with the loans and the carrying value of the equipment that is pledged as security against the loans is $14,949,000 and $6,939,000 for years ended September 30, 2022 and 2021, respectively. Following is the activity in equipment loans for the years ended September 30, 2022 and 2021: Year Ended Year Ended September 30, 2022 September 30, 2021 Beginning Balance $ 7,384 4,750 Additions: Acquisitions 1,161 3,001 Operations 9,062 10,049 Repayments (11,900) (10,416) Ending Balance 5,707 7,384 Current portion, less than 1 year 5,473 6,992 Long-term portion, due between 1 and 5 years $ 234 $ 392 Leases Liabilities The Company enters into leases for real estate and vehicles. Real estate leases are valued at the net present value of the future lease payments at an 8% incremental borrowing rate. Vehicle leases are recorded at rate implicit in the lease based on the current value and the estimated residual value of the vehicle, equating to rates ranging from 1.7% to 12.0%. Below is the movement in lease liabilities for the year ended September 30, 2022 and 2021 respectively: Real Vehicles estate Total Balance, September 30, 2020 $ 1,627 $ 3,640 $ 5,267 Additions during the period: Acquisitions 109 1,603 1,712 Operations 1,385 2,560 3,945 Lease terminations — (612) (612) Repayments (707) (1,840) (2,547) Balance, September 30, 2021 $ 2,414 $ 5,351 $ 7,765 Additions during the period: Acquisitions 571 3,655 4,226 Operations 347 2,063 2,410 Lease terminations — (80) (80) Repayments (1,339) (2,483) (3,822) Balance, September 30, 2022 $ 1,993 $ 8,506 $ 10,499 Future payments pursuant to lease liabilities are as follows: As at As at September 30, 2022 September 30, 2021 Less than 1 year $ 3,979 $ 3,491 Between 1 and 5 years 7,443 5,367 More than five years 1,108 38 Gross lease payments 12,530 8,896 Less: finance charges (2,031) (1,131) Net lease liabilities $ 10,499 $ 7,765 SBA Loan In conjunction with the acquisition of Mayhugh on February 1, 2021, the Company assumed an SBA Loan. The face amount of the loan is $150,000 and bears interest at stated interest rate of 3.75%. Due to the below-market interest rate, the Company valued the loan at the net present value of the payments using its incremental borrowing rate of 6%, resulting in a fair value on the acquisition date of $119,000. The loan is payable in 360 monthly installments of $731 which began in September 2021 and is secured by substantially all the assets of Mayhugh. Following is the activity in the SBA Loan for the years ended September 30, 2022 and 2021: Year Ended Year Ended September 30, 2022 September 30, 2021 Beginning Balance $ 121 $ — Additions: Acquisitions — 119 Interest expense 7 5 Repayments (8) (3) Ending Balance $ 120 $ 121 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Sep. 30, 2022 | |
Shareholders' Equity | |
Shareholders' Equity | 12. Shareholders’ Equity The Company considers its capital to be shareholders’ equity, which is comprised of share capital, contributed surplus, shares to be issued, accumulated other comprehensive income (loss), and accumulated deficit, in the amount of $79,547,000 at September 30, 2022. The Company raises capital, as necessary, to meet its needs and take advantage of perceived opportunities and, therefore, does not have a numeric target for its capital structure. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. Authorized share capital The Company’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares issuable in series. The preferred shares issuable in series will have the rights, privileges, restrictions, and conditions assigned to the series upon the Board of Directors approving their issuance. Issued share capital The Company has only one class of common stock outstanding. Effective May 13, 2021, the Company consolidated its issued and outstanding common shares based on one Common shares are classified as equity. Incremental costs directly attributable to the issuance of common shares are recognized as a reduction of equity, net of any tax effects. Accumulated other comprehensive income represents items such as cumulative, foreign currency translation adjustments, the change in equity arising from unrealized gains and losses from financial instruments designated as available-for-sale, and changes in fair value of derivatives designated as cash flow hedges and is presented as a separate component of shareholders’ equity on the consolidated statements of financial position. The Company does not currently participate in hedging activities. Bought deals and private placements On June 29, 2020, the Company completed a bought deal public offering, a concurrent brokered private placement, and a non-brokered private placement to the Company’s Chief Executive Officer and a director of the Company. Each unit consisted of one pre-consolidation common share and one Warrant activity for the years ended September 30, 2021 is provided below: Number Weighted (000s) average exercise price Balance, September 30, 2020 3,460 C$ 6.40 Exercised (3,390) 6.40 Expired (70) 6.40 Balance, September 30, 2021 — C$ — The weighted average share price on the dates of exercise in fiscal year 2021 in was C$7.86. The Company issued compensation options to the underwriter for 367,826 shares at the issue price of C$4.60 for a period of two years from the closing of the offering. Activity for the June 2020 compensation options for the years ended September 30, 2022 and 2021 is as follows: Number Weighted (000s) average exercise price Balance, September 30, 2020 353 C$ — Exercised (238) 4.60 Balance, September 30, 2021 115 C$ 4.60 Exercised (115) 4.60 Balance, September 30, 2022 — C$ — The weighted average share price on the dates of exercise during the years ended September 30, 2022 and 2021 was C$5.75 and C$8.27, respectively. Shares to be issued As discussed in Note 3, the Company acquired Sleepwell on October 23, 2020, with a portion of the purchase price payable in shares. $2,376,000 (629,000 shares at a fair value of $3.78 per share) was issued in January 2021, and $657,000 (246,000 shares at a fair value of $2.67) was to be issued in August 2022. The fair value of the stock has been discounted by 15% and 25%, respectively, using the Black-Scholes pricing model for put options, to reflect the inability to sell the stock for a period and for the time between the date of the acquisition and the dates the stock is to be issued. The stock scheduled to be issued in August 2022, was settled, upon mutual agreement of the parties, with a cash payment of $1,100,000 was made instead. A loss of $442,000 was recorded as “Loss on settlement of shares to be issued” on the consolidated statements of income (loss) and comprehensive income (loss). Employee, Director, and Consultant options The Company has a stock option plan, which it uses for grants to directors, officers, employees, and consultants. Options granted under the plan are non-assignable and may be granted for a term not exceeding ten years. Stock options having varying vesting periods and the options granted during the year ended September 30, 2022 vest quarterly over eight or twelve quarters. A summary of stock options is provided below: Weighted Number of options (000’s) average exercise price Balance, September 30, 2020 2,627 C$ 1.99 Granted 1,396 8.40 Exercised (117) 2.20 Expired (65) 3.69 Forfeited (55) 8.39 Balance, September 30, 2021 3,786 C$ 4.15 Issued 195 6.93 Exercised (33) 0.99 Expired (55) 2.40 Forfeited (142) 6.87 Balance, September 30, 2022 3,751 C$ 4.24 At September 30, 2022, the Company had 2,907,000 vested stock options with a weighted average exercise price of C$2.98. The weighted average share price on the dates of exercise in fiscal years 2022 and 2021 was C$6.56 and C$8.11, respectively. The fair value of the stock options was a range of C$3.33 to C$4.42 for the year ended September 30, 2022 and C$3.27 to C$4.42 for the year ended September 30, 2021 and used the Black-Scholes option pricing model calculated using the following assumptions: Year Ended Year Ended September 30, September 30, 2022 2021 Share price at grant date C$6.20 - C$6.75 C$8.48 - C$9.76 Risk-free interest rate 1.78 - 3.33% 0.92 - 1.63% Expected volatility 54.54 - 55.67% 48.96 - 55.08% Expected life of option 10 years 4.75 - 10 years Expected dividend yield Nil Nil Restricted stock units On May 20, 2021, there were 953,750 restricted stock units granted to officers and directors. Each unit represents the right to receive one common share, and vests over a period of two years from the grant date at the rate of one On February 1, 2022, there were 81,340 restricted units granted to officers. Each unit represents the right to receive one common share, and vests in four installments on the last day of each calendar quarter of 2022, resulting in 61,005 restricted stock units being vested as of September 30, 2022. The shares are to be issued on December 31, 2022. The fair value of the units on the date of grant are discounted to reflect the difference between the vesting dates and the issuance dates, resulting in stock-based compensation expense to be expensed over the vesting period with an increase to contributed surplus. A summary of restricted stock units: Weighted Number of units (000’s) average exercise price Balance, September 30, 2020 — C$ — Granted 954 8.48 Balance, September 30, 2021 954 C$ 8.48 Forfeited (105) 8.48 Granted 81 6.83 Balance, September 30, 2022 930 C$ 8.34 The Company accounts for stock-based compensation using the fair value method as prescribed by International Financial Reporting Standards 2 For the years ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense as follows: Year Ended Year Ended September 30, September 30, 2022 2021 Restricted stock units $ 2,659 $ 2,636 Stock options 2,834 2,316 Stock-based compensation expense $ 5,493 $ 4,952 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Sep. 30, 2022 | |
Commitments and contingencies | |
Commitments and contingencies | 13. Commitments and contingencies Commitments The Company leases certain facilities with terms of less than a year that are classified as operating leases. Future payments pursuant to these leases are $73,000 as of September 30, 2022, which are due in less than one year. Contingencies The Company was in litigation with Lightwater Long Short Fund (“Lightwater”) during the years ended September 30, 2021. The litigation was settled in December 2021 for approximately $150,000, which was recorded in operating expenses for the year ended September 30, 2021. From time to time, the Company is involved in various legal proceedings arising from the ordinary course of business. None of the matters in which the Company is currently involved, either individually, or in the aggregate, is expected to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. |
Operating expenses
Operating expenses | 12 Months Ended |
Sep. 30, 2022 | |
Operating expenses | |
Operating expenses | 14. Operating expenses Year Ended Year Ended September 30, September 30, 2022 2021 Payroll and employee benefits $ 41,456 $ 29,549 Facilities 3,360 2,101 Billing 6,346 3,887 Professional fees 3,100 2,566 Marketing costs 1,461 1,005 Outbound freight 2,165 1,378 All other 7,315 4,319 Total operating expenses $ 65,203 $ 44,805 |
Income taxes
Income taxes | 12 Months Ended |
Sep. 30, 2022 | |
Income taxes | |
Income taxes | 15. Income taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes and are measured using the current or substantively enacted tax rates expected to apply when the differences reverse. A deferred tax asset is recognized to the extent that the recoverability of deferred income tax assets is considered probable. The Company’s recovery of income taxes differs from the amount that is computed by applying the combined federal and state statutory income tax rate of 25.9% and 27.7% for the years ended September 30, 2022 and 2021, respectively, in the US to the Company’s net income (loss) before income tax expense (recovery) as follows: Year Ended Year Ended September 30, September 30, 2022 2021 Income (loss) before taxes $ 2,935 $ (9,329) Expected income tax expense (recovery) (statutory income tax rate of 25.9% and 27.7%, respectively) 759 (2,586) Difference in foreign tax rates (57) 86 Tax rate changes and other adjustments 270 (614) Stock-based compensation and non-deductible expenses 1,436 2,964 Other income from government grant (1,101) — State taxes - US 609 645 Recognition of deferred tax assets not previously recognized (3,820) (3,650) Recovery of income taxes $ (1,904) $ (3,155) Deferred tax The following table summarizes the components of deferred tax: Year Ended Year Ended September 30, September 30, 2022 2021 Deferred tax assets: Net operating losses - US $ 5,403 $ 6,312 Lease liabilities - US 2,202 — Reserve for expected credit losses 2,779 — Other 171 — Deferred tax liabilities: Property, equipment, and right of use assets, net (8,498) (6,015) Intangible assets, net (2,034) — Other (23) (297) Net deferred tax $ — $ — Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset. Year Ended Year Ended September 30, September 30, 2022 2021 Balance at beginning of year $ — $ — Recognized in consolidated statement of income (loss) (2,513) (3,800) Recognized in goodwill 2,513 3,800 Balance at end of year $ — $ — Unrecognized deferred tax assets Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying number of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences: Year Ended Year Ended September 30, September 30, 2022 2021 Intangible assets, net - Canada $ 47 $ 54 Intangible assets, net - US — 273 Reserve for expected credit losses - US — 1,068 Net capital losses carried forward - Canada 130 141 Non-capital losses - US 403 650 Share issuance costs - Canada 292 501 Non-capital losses - Canada 7,139 7,266 Other temporary differences — 1,787 $ 8,011 $ 11,740 The US loss carry-forward of $14,806,000 expires in 2039 whereas the remaining US loss of $7,628,000 can be carried forward indefinitely. A deferred tax asset has been recognized to the extent that it can be utilized to offset taxable income generated by the reversal of deferred tax liabilities. The remaining amount has not been recognized because it is not probable that future profit will be available against which the Company can utilize the benefits therefrom. The Canadian non-capital loss carry-forwards of $26,439,000 have various expiry dates starting in 2027 through 2042. The net capital losses of $968,000 can be carried forward indefinitely. |
Gain (loss) per share
Gain (loss) per share | 12 Months Ended |
Sep. 30, 2022 | |
Gain (loss) per share | |
Gain (loss) per share | 16. Gain (loss) per share Gain (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. Diluted loss per share amounts are calculated giving effect to the potential dilution that would occur from the incremental shares issued if in-the-money securities or other contracts to issue common shares were exercised or converted to common shares by assuming the proceeds received from the exercise of stock options and warrants are used to purchase common shares at the prevailing market price. For periods with a net loss, the potential dilutive shares were excluded because their effect is anti-dilutive. The following reflects the earnings and share data used in the basic and diluted gain (loss) per share computations: Year Ended Year Ended September 30, September 30, 2022 2021 Net income (loss) $ 4,839 $ (6,174) Basic weighted average number of shares 33,647 30,438 Diluted weighted average number of shares 36,302 30,438 Total - Basic $ 0.14 $ (0.20) Total - Diluted $ 0.13 $ (0.20) The effect of instruments exercisable or convertible to common shares for the year ended September 30, 2021 were excluded from the calculation of diluted loss per share because their effect is anti-dilutive. |
Related party transactions
Related party transactions | 12 Months Ended |
Sep. 30, 2022 | |
Related party transactions | |
Related party transactions | 17. Related party transactions The Company has six leases for office, warehouse, and retail space with a rental company affiliated with the Company’s Chief Executive Officer, the majority of which were entered into in 2015. The leases have a combined area of 74,520 square feet. Lease payments under these leases are approximately $52,000 per month for the years ended September 30, 2022 and 2021, and increased to approximately $65,000 per month beginning October 2022, with increases on October 1 of each year equal to the greater of (i) the Consumer Price Index for All Urban Consumers (CPI-U), and (ii) 3%. One lease expires in June 2026 and the remaining five leases expire on September 30, 2029. Expense for Board of Directors’ fees were $287,000 and $203,000 for the years ended September 30, 2022 and 2021, respectively. Stock-based compensation for the Board of Directors was $381,000 and $1,067,000 for the years ended September 30, 2022 and 2021, respectively. Key management personnel also participate in the Company’s share option program (see Note 12). The Company paid or accrued compensation to key management personnel the following: Year Ended Year Ended September 30, September 30, 2022 2021 Salaries and benefits paid during the year $ 1,030 $ 968 Stock-based compensation 2,626 1,036 Total $ 3,656 $ 2,004 |
Basis of Presentation and sum_2
Basis of Presentation and summary of significant accounting policies (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and summary of significant accounting policies | |
Basis of accounting | Basis of accounting These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The consolidated financial statements were authorized for issue by the Board of Directors on December 23, 2022. The consolidated financial statements, which are presented in US dollars, have been prepared under the historical cost convention, as modified by the measurement at fair values of certain financial assets and financial liabilities. |
Basis of measurement | Basis of measurement These consolidated financial statements have been prepared on a going concern basis that assumes that the Company will continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of operation. |
Principles of consolidation | Principles of consolidation These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated. The Company’s consolidated entities, their functional currencies and ownership percentages are as follows: 100 W. Commercial Street, LLC USD 100% Acadia Medical Supply, Inc. USD 100% Access Respiratory Home Care, L.L.C. USD 100% At Home Health Equipment, LLC USD 100% Black Bear Medical, Inc. USD 100% Black Bear Medical Group, Inc. USD 100% Black Bear Medical NH, Inc. USD 100% Care Medical Atlanta, LLC USD 100% Care Medical of Athens, Inc. USD 100% Care Medical of Augusta, LLC USD 100% Care Medical of Gainesville, LLC USD 100% Care Medical Partners, LLC USD 100% Care Medical Savannah, LLC USD 100% Central Oxygen, Inc. USD 100% Coastal Med-Tech Corp. USD 100% Cooley Medical Equipment, Incorporated USD 100% Good Night Medical, LLC USD 100% Good Night Medical of Ohio, LLC USD 100% Good Night Medical of Texas, Inc USD 100% Health Technology Resources, LLC USD 100% Heckman Healthcare Service & Supplies Inc. USD 100% Hometown Medical LLC USD 100% Legacy Oxygen and Home Care Equipment, LLC USD 100% Mayhugh Drugs, Inc. USD 100% Med Supply Center, Inc. USD 100% Medical West Healthcare Center, LLC USD 100% Metro-Med, Inc. USD 100% Metro-Med, Inc. - Los Alamitos USD 100% Metro-Med, Inc. - Ventura USD 100% NorCal Respiratory, Inc. USD 100% Oxygen Plus USD 100% Patient Aids, Inc. USD 100% Patient Home Monitoring, Inc - discontinued USD 100% QHM Holdings, Inc. USD 100% Quipt Home Medical, Inc. USD 100% Resource Medical, Inc. USD 100% Resource Medical Group Charleston, LLC USD 100% Resource Medical Group, LLC USD 100% Respicare, Inc. USD 100% Riverside Medical, Inc. USD 100% Semo Drugs - Care Plus of Mo, Inc. USD 100% Sleep Health Diagnostics, LLC USD 100% Sleepwell, LLC USD 100% Southeastern Biomedical Services, LLC USD 100% Thrift Home Care, Inc. USD 100% Tuscan, Inc. USD 100% West Home Healthcare, Inc. USD 100% |
Critical accounting estimates | Critical accounting estimates The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments, and assumptions concerning the future. The Company’s management reviews these estimates, judgments, and assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised. Estimates where management has made subjective judgments and where there is significant risk of material adjustments to assets and liabilities in future accounting periods include fair value measurements for financial instruments and share-based transactions, useful lives and impairment of non-financial assets (property and equipment and intangible assets), provision for expected credit losses, fair value measurements for assets and liabilities acquired in business acquisitions, and calculation of deferred taxes. The following are the key estimate and assumption uncertainties that have a significant risk of resulting in a material adjustment within the next financial year: |
Revenue recognition | a) Revenue recognition Revenues are billed to, and collections are received from both third-party insurers, the largest of which is Medicare, and patients. Because of continuing changes in the health care industry and third-party reimbursement, the consideration receivable from these insurance companies is variable as these billings can be challenged by the payor. Therefore, the amount billed by the Company is reduced by an estimate of the amount that the Company believes is an allowable charge to be ultimately allowed by the insurance contract. The above estimate involves significant judgment including an analysis of past collections and historical modification rates. Management regularly reviews the actual claims approved by the insurance companies, adjusting estimated revenue as required. Rental of medical equipment The Company rents medical equipment to customers for a fixed monthly amount on a month-to-month basis. The customer generally has the right to cancel the lease at any time during the rental period. The Company considers these rentals to be operating leases. Under IFRS 16 - “ Leases Due to the nature of the industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenue and accounts receivable at their net realizable values. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain payors may result in adjustments to amounts originally recorded. Such adjustments are typically identified and recorded at the point of cash application or claim denial. Sales of medical equipment and supplies The Company sells equipment, replacement parts, and supplies to customers and recognizes revenue based on contractual payment rates as determined by the payors at the point in time where control of the good or service is transferred through delivery to the customer. The payors are generally charged at the time that the product is sold. The transaction price on equipment sales is the amount that the Company expects to receive in exchange for the goods and services provided. Due to the nature of the industry, gross charges are retail charges and generally do not reflect what the Company is ultimately paid. As such, the transaction price is constrained for the difference between the gross charge and what is estimated to be collected from payors and from patients. The transaction price therefore is predominantly based on contractual payment rates as determined by the payors. The Company does not generally contract with uninsured customers but does offer point-of-sale payments at retail outlets. The payment terms and conditions of customer contracts vary by customer type and the products and services offered. The Company determines its estimates of contractual allowances and discounts based upon contractual agreements and historical experience. While the rates are fixed for the product or service with the customer and the payors, such amounts typically include co-payments, co-insurance, and deductibles, which vary in amounts, and are due from secondary insurance providers and/or the patient. The Company includes in the transaction price only the amount that the Company expects to be entitled, which is substantially all of the payor billings at contractual rates. Due to the nature of the industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenue and accounts receivable at their net realizable values. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain payors may result in adjustments to amounts originally recorded. Such adjustments are typically identified and recorded at the point of claim approval or denial. Returns and refunds are not accepted on equipment sales. The Company does not offer warranties to customers in excess of the manufacturer’s warranty. Any taxes due upon sale of the products or services are not recognized as revenue. The Company does not have any partially or unfilled performance obligations related to contracts with customers and as such, the Company has no contract liabilities as of September 30, 2022 and September 30, 2021 relating to sale of medical equipment and supplies. |
Valuation of accounts receivable | b) Valuation of accounts receivable The measurement of expected credit losses considers information about past events and current conditions. Forward looking macro-economic factors are incorporated into the risk parameters, such as unemployment rates, inflation, and interest rates. Significant judgments are made in order to incorporate forward-looking information into the estimation of reserves and may result in changes to the provision from period to period which may significantly affect our results of operations. The Company estimates that a certain portion of receivables from customers may not be collected and maintains reserve for expected credit losses. The Company evaluates the net realizable value of accounts receivable as of the date of the consolidated balance sheets. Specifically, the Company considers historical realization data, including current and historical cash collections, accounts receivable aging trends, other operating trends, and relevant business conditions. If circumstances related to certain customers change or actual results differ from expectations, our estimate of the recoverability of receivables could fluctuate from that provided for in our consolidated financial statements. A change in estimate could impact bad debt expense and accounts receivable. |
Convertible debentures | c) Convertible debentures In accordance with the substance of the contractual arrangement, convertible debentures are compound financial instruments that are accounted for separately by their components: a financial liability and an equity instrument. The identification of convertible debenture components is based on interpretations of the substance of the contractual arrangement and therefore requires judgment from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability is also based on a number of assumptions, including contractual future cash flows, discount factors, and the presence of any derivative financial instruments. |
Property and equipment | d) Property and equipment Property and equipment are stated at cost less accumulated depreciation. Major renewals and improvements are charged to the property accounts, while maintenance, and repairs which do not extend the useful life of the respective assets, are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives of the assets are as follows: Description Estimated Useful Life Rental equipment 1 - 5 years Computer equipment 3 - 5 years Office furniture and fixtures 5 - 10 years Leasehold improvements Life of lease 1 - 7 years Right-of-use vehicles 5 years Right-of-use real estate leases Life of lease 1 - 10 years Depreciation of rental equipment commences once it has been deployed to a patient’s address and put in use. Property and equipment and other non-current assets with definite useful lives are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. |
Intangible assets | e) Intangible assets The Company has recorded various intangible assets consisting primarily of non-compete agreements, trademarks, customer contracts and customer relationships. Non-compete agreements are the value associated with the non-compete agreements entered by the sellers of purchased companies. Trademarks are the purchase price allocation for the value associated with the trade name of the acquired company. Customer contracts are comprised of the purchase price allocation of the present value of expected future customer billings based on the statistical life of a customer. Customer relationships are the value given in the purchase price allocation to the long-term associations with referral sources such as doctors, medical centers, etc. Finite life intangible assets are amortized on a straight-line basis over the estimated useful lives of the related assets as follows: Description Estimated Useful Life Non-compete agreements 5 Years Trademarks 10 Years Customer contracts 2 Years Customer relationships 10 - 20 Years Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the consolidated statements of income (loss) and comprehensive income (loss) when the asset is derecognized. The Company reviews the estimates for useful lives on an annual basis, or more frequently if events during the year indicate that a change may be required, with consideration given to technological obsolescence and other relevant business factors. A change in management’s estimate could impact depreciation/amortization expense and the carrying value of property and equipment and intangible assets. |
Share based payments and warrants | f) Share-based payments and warrants The amounts used to estimate fair values of stock options and warrants issued are based on estimates of future volatility of the Company’s share price, expected lives of the options and warrants, expected dividends to be paid by the Company and other relevant assumptions. By their nature, these estimates are subject to measurement uncertainty and the effect of changes in such estimates on the consolidated financial statements of future periods could be significant. |
Income taxes | g) Income taxes Significant judgment is required in determining the provision for future income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on the Company’s current understanding of the tax law. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including the related interest and penalties in the current tax provision. Management believes they have adequately provided for the probable outcome of these matters; however, the final outcome may result in a materially different outcome than the amount included in the tax liabilities. In addition, the Company recognizes deferred tax assets relating to tax losses carried forward to the extent there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same taxable entity against which the unused tax losses can be utilized. Utilization of the tax losses depends on the ability of the taxable entity to satisfy certain tests at the time the losses are recouped. |
Lease liabilities | h) Lease liabilities Estimate of lease term When the Company recognizes a lease, it assesses the lease term based on the conditions of the lease and determines whether it will extend the lease at the end of the lease contract or exercise an early termination option. As it is not reasonably certain that the extension or early termination options will be exercised, the Company determined that the term of its leases are the lesser of original lease term or the life of the leased asset. This significant estimate could affect future results if the Company extends the lease or exercises an early termination option. Incremental borrowing rate When the Company recognizes a lease, the future lease payments are discounted using the Company’s incremental borrowing rate. This significant estimate impacts the carrying amount of the lease liabilities and the interest expense recorded on the consolidated statement of income (loss) and comprehensive income (loss). |
Functional currency | a) Functional currency The consolidated financial statements of the Company are presented in US dollars, which is the Company’s functional currency. Determined using management’s judgment that the primary economic environment in which it will derive its revenue and expenses incurred to generate those revenues is the United States. Management has exercised judgment in selecting the functional currency of each of the entities that it consolidates based on the primary economic environment in which the entity operates and in reference to the various indicators including the currency that primarily influences or determines the selling prices of goods and services and the cost of production, including labor, material and other costs and the currency whose competitive forces and regulations mainly determine selling prices. |
Business combinations | b) Business combinations In accordance with IFRS 3 – Business Combinations |
Recognition and initial measurement | c) Recognition and initial measurement The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in the consolidated statement of loss and comprehensive loss when incurred. |
Goodwill impairment | d) Goodwill impairment Management has evaluated the recoverable amount for its cash generating unit and applied judgment in the discount rate and other underlying assumptions used in impairment analysis of goodwill. The Company has ten CGUs with goodwill and reviews the value in use versus the carrying value both in total and for each of the individual assets. The recoverable amount of the CGU was estimated based on an assessment of value in use using a discounted cash flow approach. The approach uses cash flow projections based upon a financial forecast approved by management, covering a five-year period. Cash flows for the years thereafter are extrapolated using the estimated terminal growth rate. The risk premiums expected by market participants related to uncertainties about the industry and assumptions relating to future cash flows may differ or change quickly, depending on economic conditions and other events. |
Segment reporting | e) Segment reporting International Financial Reporting Standards 8 |
Identification of cash-generating unit "CGU" | f) Identification of cash-generating unit “CGU” For the purposes of impairment testing, assets are grouped at the lowest levels of integrated assets that generate identifiable cash inflows that are largely independent of the cash inflows of other assets or groups of assets, termed as a CGU. The allocation of assets into a CGU requires significant judgment and interpretations with respect to the integration between assets, the existence of active markets, similar exposure to market risks, shared infrastructures and the way in which management monitors the operations. |
Income (loss) per share | g) Income (loss) per share Basic income (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted income (loss) per share is computed similarly to basic income (loss) per share except that the weighted average number of shares outstanding is increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The average number of shares is calculated by assuming that outstanding conversions were exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting period. For the years ended September 30, 2022 and 2021, potentially dilutive common shares issuable upon the exercise of conversion option related to convertible debentures, warrants and options were not included in the computation of income (loss) per share because their effect was anti-dilutive. |
Foreign currency transactions | h) Foreign currency transactions Transactions in foreign currencies are initially recorded by the Company’s entities in their respective functional currency at the foreign currency spot rate or the rate realized in the transaction. Monetary items are translated at the foreign currency spot rate as of the reporting date. Exchange differences from monetary items are recognized in profit or loss. Non-monetary items that are not carried at fair value are translated using the exchange rates at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The assets and liabilities of foreign operations are translated into US dollars at the rate of exchange prevailing at the reporting date and their statements of operations are translated at the weighted average monthly rates of exchange. The exchange differences arising on the translation are recognized in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that foreign operation is recognized in the statement of loss and comprehensive loss. |
Valuation of inventories | i) Valuation of inventories Inventory is recorded at the lower of cost or net realizable value, using first-in first out weighted average cost method. Inventory is expensed through cost of inventory sold when shipped to customers or transferred to property and equipment when rented to customers. |
Financial instruments | Financial instruments Fair value measurement Financial instruments carried at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: Level 1 – Where financial instruments are traded in active financial markets; fair value is determined by reference to the appropriate quoted market price at the reporting date. Active markets are those in which transactions occur in significant frequency and volume to provide pricing information on an ongoing basis; Level 2 – If there is no active market, fair value is established using valuation techniques, including discounted cash flow models. The inputs to these models are taken from observable market data where possible, including recent arm’s length market transaction and comparisons to the current fair value of similar instruments, but where this is not feasible, inputs such as liquidity risk, credit risk, and volatility are used; and Level 3 – In this level, fair value determinations are made with inputs other than observable market data. Cash is classified as Level 1. The warrant derivative financial liability has been valued using level 3 inputs from the fair value hierarchy. The convertible debentures have been valued using Level 1 inputs. Financial instrument risk exposure The Company’s activities expose it to a variety of financial risks: market risk (including credit risk, liquidity risk and interest rate risk), credit risk, and liquidity risk. These risks arise from the normal course of operations and all transactions are undertaken to support the Company’s ability to continue as a going concern. Risk management is carried out by management under policies promulgated by the Board of Directors. The Company’s overall risk management approach seeks to minimize potential adverse effects on the Company’s financial performance. Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk are primarily cash and accounts receivable. Each subsidiary places its cash with one major financial institution. At times, the cash in the financial institution is temporarily more than the amount insured by the Federal Deposit Insurance Corporation. Substantially all accounts receivable is due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, or directly from patients. Receivables generally are collected within industry norms for third-party payors. The Company continuously monitors collections from its clients and maintains an allowance for bad debts based upon any specific payor collection issues that are identified and historical experience. The expected loss rates are based on the historical loss rates and are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables, such as the unemployment rate of the states in which it conducts business. Trade receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, a failure to make contractual payments after multiple collection efforts, including third party collection agencies. As of September 30, 2022, the Company has approximately 9% of the Company’s receivables that are due from Medicare. As this is a federal health insurance program in the United States, there is nominal credit risk associated with these balances. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach in managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due by continuously monitoring actual and budgeted cash flows and monitoring financial market conditions for signs of weakness. As of September 30, 2022, the Company has $41,936,000 of liabilities that are due within one year but has $41,557,000 of current assets plus revolver borrowing availability of $13,000,000 to meet those obligations. Interest rate risk Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The interest rate on the credit facility into which the Company entered in September 2022 is a variable rate that can be fixed for a maximum of six months. With $12,000,000 of borrowings on this facility at September 30, 2022, each 1% increase would result in an additional $120,000 of annual interest expense. The interest on the Company’s other debt is either imputed or has a fixed rate and is not subject to cash flow interest rate risk. |
Basis of Presentation and sum_3
Basis of Presentation and summary of significant accounting policies (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and summary of significant accounting policies | |
Schedule of subsidiaries | 100 W. Commercial Street, LLC USD 100% Acadia Medical Supply, Inc. USD 100% Access Respiratory Home Care, L.L.C. USD 100% At Home Health Equipment, LLC USD 100% Black Bear Medical, Inc. USD 100% Black Bear Medical Group, Inc. USD 100% Black Bear Medical NH, Inc. USD 100% Care Medical Atlanta, LLC USD 100% Care Medical of Athens, Inc. USD 100% Care Medical of Augusta, LLC USD 100% Care Medical of Gainesville, LLC USD 100% Care Medical Partners, LLC USD 100% Care Medical Savannah, LLC USD 100% Central Oxygen, Inc. USD 100% Coastal Med-Tech Corp. USD 100% Cooley Medical Equipment, Incorporated USD 100% Good Night Medical, LLC USD 100% Good Night Medical of Ohio, LLC USD 100% Good Night Medical of Texas, Inc USD 100% Health Technology Resources, LLC USD 100% Heckman Healthcare Service & Supplies Inc. USD 100% Hometown Medical LLC USD 100% Legacy Oxygen and Home Care Equipment, LLC USD 100% Mayhugh Drugs, Inc. USD 100% Med Supply Center, Inc. USD 100% Medical West Healthcare Center, LLC USD 100% Metro-Med, Inc. USD 100% Metro-Med, Inc. - Los Alamitos USD 100% Metro-Med, Inc. - Ventura USD 100% NorCal Respiratory, Inc. USD 100% Oxygen Plus USD 100% Patient Aids, Inc. USD 100% Patient Home Monitoring, Inc - discontinued USD 100% QHM Holdings, Inc. USD 100% Quipt Home Medical, Inc. USD 100% Resource Medical, Inc. USD 100% Resource Medical Group Charleston, LLC USD 100% Resource Medical Group, LLC USD 100% Respicare, Inc. USD 100% Riverside Medical, Inc. USD 100% Semo Drugs - Care Plus of Mo, Inc. USD 100% Sleep Health Diagnostics, LLC USD 100% Sleepwell, LLC USD 100% Southeastern Biomedical Services, LLC USD 100% Thrift Home Care, Inc. USD 100% Tuscan, Inc. USD 100% West Home Healthcare, Inc. USD 100% |
Schedule of depreciation on Property and Equipment Using the Straight Line Method | Description Estimated Useful Life Rental equipment 1 - 5 years Computer equipment 3 - 5 years Office furniture and fixtures 5 - 10 years Leasehold improvements Life of lease 1 - 7 years Right-of-use vehicles 5 years Right-of-use real estate leases Life of lease 1 - 10 years |
Schedule of estimated Useful Lives of Intangible Assets | Description Estimated Useful Life Non-compete agreements 5 Years Trademarks 10 Years Customer contracts 2 Years Customer relationships 10 - 20 Years |
Acquisitions of businesses an_2
Acquisitions of businesses and purchase accounting (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Acquisition of businesses and purchase accounting | |
Schedule of purchase price allocation | Balance, September 30, 2020 (current $857 plus long-term $560) $ 1,417 Addition from acquisitions 2,335 Accretion of interest 38 Payments (1,274) Balance, September 30, 2021 (current $2,383 plus long-term $133) $ 2,516 Addition from acquisitions 7,155 Accretion of interest 102 Derecognition of purchase price payable (178) Payments (3,817) Balance, September 30, 2022 (current $5,778) $ 5,778 |
Thrift Home Care, Inc. | |
Acquisition of businesses and purchase accounting | |
Schedule of fair value of the acquired assets and liabilities | Cash $ 452 Accounts receivable 165 Inventory 107 Property, equipment, and right of use assets, net 1,158 Goodwill 802 Intangible assets 770 Accounts payable (140) Accrued liabilities (33) Deferred revenue (40) Deferred tax liability (262) Loans and leases (810) Net assets acquired $ 2,169 Cash paid at closing $ 1,804 Cash to be paid after closing, included in purchase price payable 365 Consideration paid or payable $ 2,169 |
Heckman Healthcare Services & Supplies, Inc. | |
Acquisition of businesses and purchase accounting | |
Schedule of fair value of the acquired assets and liabilities | Cash $ 169 Accounts receivable 170 Inventory 280 Property, equipment, and right of use assets, net 1,165 Goodwill 965 Intangible assets 90 Accounts payable (159) Accrued liabilities (96) Deferred revenue (27) Deferred tax liability (122) Net assets acquired $ 2,435 Cash paid at closing $ 2,103 Cash to be paid after closing, included in purchase price payable 332 Consideration paid or payable $ 2,435 |
Southeastern Biomedical Services, LLC | |
Acquisition of businesses and purchase accounting | |
Schedule of fair value of the acquired assets and liabilities | Accounts receivable $ 112 Inventory 53 Property, equipment, and right of use assets, net 306 Goodwill 225 Intangible assets 270 Accounts payable (131) Loans and leases (138) Net assets acquired $ 697 Cash paid at closing $ 600 Cash to be paid after closing, included in purchase price payable 97 Consideration paid or payable $ 697 |
At Home Health Equipment, LLC | |
Acquisition of businesses and purchase accounting | |
Schedule of fair value of the acquired assets and liabilities | Cash $ 495 Accounts receivable 1,346 Inventory 1,211 Prepaid expenses 71 Property, equipment, and right of use assets, net 2,085 Goodwill 7,868 Intangible assets 4,170 Accounts payable (600) Accrued liabilities (346) Deferred revenue (135) Deferred tax liability (1,448) Loans and leases (1,067) Net assets acquired $ 13,650 Cash paid at closing $ 11,978 Cash to be paid after closing, included in purchase price payable 1,672 Consideration paid or payable $ 13,650 |
Good Night Medical, LLC | |
Acquisition of businesses and purchase accounting | |
Schedule of fair value of the acquired assets and liabilities | Cash $ 42 Accounts receivable 730 Inventory 369 Property, equipment, and right of use assets, net 696 Goodwill 3,277 Intangible assets 3,470 Accounts payable (1,200) Accrued liabilities (166) Deferred revenue (39) Loans and leases (1,017) Net assets acquired $ 6,162 Cash paid at closing $ 4,361 Cash to be paid after closing, included in purchase price payable 1,801 Consideration paid or payable $ 6,162 |
Access Respiratory Home Care, LLC | |
Acquisition of businesses and purchase accounting | |
Schedule of fair value of the acquired assets and liabilities | Cash $ 417 Accounts receivable 741 Inventory 622 Property, equipment, and right of use assets, net 1,492 Goodwill 1,223 Intangible assets 3,180 Accounts payable (200) Accrued liabilities (319) Deferred revenue (90) Loans and leases (471) Net assets acquired $ 6,595 Cash paid at closing $ 5,347 Cash to be paid after closing, included in purchase price payable 1,248 Consideration paid or payable $ 6,595 |
NorCal Respiratory, Inc. | |
Acquisition of businesses and purchase accounting | |
Schedule of fair value of the acquired assets and liabilities | Cash $ 503 Accounts receivable 315 Inventory 492 Property, equipment, and right of use assets, net 1,044 Goodwill 948 Intangible assets 1,400 Accounts payable (100) Accrued liabilities (67) Deferred revenue (93) Deferred tax liability (680) Loans and leases (682) Net assets acquired $ 3,080 Cash paid at closing $ 2,494 Cash to be paid after closing, included in purchase price payable 586 Consideration paid or payable $ 3,080 |
Hometown Medical LLC | |
Acquisition of businesses and purchase accounting | |
Schedule of fair value of the acquired assets and liabilities | Cash $ 723 Accounts receivable 665 Inventory 778 Property, equipment, and right of use assets, net 2,187 Goodwill 407 Intangible assets 3,250 Accounts payable (721) Accrued liabilities (66) Deferred revenue (129) Loans and leases (1,202) Net assets acquired $ 5,892 Cash paid at closing $ 4,838 Cash to be paid after closing, included in purchase price payable 1,054 Consideration paid or payable $ 5,892 |
Sleepwell, LLC | |
Acquisition of businesses and purchase accounting | |
Schedule of fair value of the acquired assets and liabilities | Cash $ 378 Accounts receivable 780 Inventory 769 Prepaid expenses and other current assets 2 Property, equipment, and right of use assets, net 1,273 Goodwill 4,641 Intangible assets 5,410 Accounts payable (640) Accrued liabilities (166) Deferred revenue (100) Loans and Leases (390) Deferred tax liability (1,981) Net assets acquired $ 9,976 Cash paid at closing $ 6,623 Stock issued in January 2021 2,376 Cash to be paid after closing 320 Stock to be issued after closing, included in shares to be issued 657 Consideration paid or payable $ 9,976 |
Mayhugh Drugs, Inc. | |
Acquisition of businesses and purchase accounting | |
Schedule of fair value of the acquired assets and liabilities | Cash $ 180 Accounts receivable 474 Inventory 487 Prepaid expenses and other current assets 7 Property, equipment, and right of use assets, net 1,418 Goodwill 1,587 Intangible assets 2,830 Accounts payable (880) Accrued liabilities (14) Deferred revenue (84) US Small Business Association (“SBA”) loan (119) Loans and Leases (2,980) Deferred tax liability (947) Net assets acquired $ 1,959 Cash paid at closing $ 1,047 Cash to be paid after closing, included in purchase price payable 912 Consideration paid or payable $ 1,959 |
Med Supply Center, Inc. | |
Acquisition of businesses and purchase accounting | |
Schedule of fair value of the acquired assets and liabilities | Cash $ 48 Accounts receivable 180 Inventory 597 Property, equipment, and right of use assets, net 351 Goodwill 766 Intangible assets 370 Accounts payable (190) Accrued liabilities (40) Deferred revenue (53) Deferred tax liability (304) Loans and Leases (124) Net assets acquired $ 1,601 Cash paid at closing $ 1,279 Cash to be paid after closing, included in purchase price payable 322 Consideration paid or payable $ 1,601 |
Semo Drug-Care Plus of Mo. Inc | |
Acquisition of businesses and purchase accounting | |
Schedule of fair value of the acquired assets and liabilities | Cash $ 47 Accounts receivable 292 Inventory 475 Property, equipment, and right of use assets, net 373 Goodwill 482 Intangible assets 530 Accounts payable (94) Accrued liabilities (51) Deferred tax liability (377) Deferred revenue (51) Net assets acquired $ 1,626 Cash paid at closing $ 1,440 Cash to be paid after closing, included in purchase price payable 186 Consideration paid or payable $ 1,626 |
Oxygen Plus, Inc. | |
Acquisition of businesses and purchase accounting | |
Schedule of fair value of the acquired assets and liabilities | Cash $ 114 Accounts receivable 60 Inventory 39 Property, equipment, and right of use assets, net 88 Goodwill 327 Intangible assets 560 Accounts payable (98) Accrued liabilities (13) Deferred tax liability (180) Deferred revenue (12) Loans and Leases (155) Net assets acquired $ 730 Cash paid at closing $ 574 Cash to be paid after closing, included in purchase price payable 156 Consideration paid or payable $ 730 |
Medical West Healthcare. Center, LLC | |
Acquisition of businesses and purchase accounting | |
Schedule of fair value of the acquired assets and liabilities | Cash $ 234 Accounts receivable 195 Inventory 382 Prepaid expenses and other current assets 10 Property, equipment, and right of use assets, net 1,121 Goodwill 795 Intangible assets 1,170 Deposits 2 Accounts payable (346) Accrued liabilities (107) Deferred tax liability (11) Deferred revenue (16) Loans and Leases (1,063) Net assets acquired $ 2,366 Cash paid at closing $ 1,927 Cash to be paid after closing, included in purchase price payable 439 Consideration paid or payable $ 2,366 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Accounts Receivable | |
Schedule of accounts receivable | As at As at September 30, 2022 September 30, 2021 Gross receivable $ 27,122 $ 15,413 Reserve for expected credit losses (10,739) (3,475) $ 16,383 $ 11,938 |
Schedule of movement in the reserve for expected credit losses | Year ended Year ended September 30, September 30, Reserve for expected credit losses 2022 2021 Opening Balance $ 3,475 $ 5,036 Bad debt expense 12,225 7,957 Amounts written off (4,961) (9,518) Ending Balance $ 10,739 $ 3,475 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Inventory | |
Schedule of inventory | As at September 30, As at September 30, 2022 2021 Serialized $ 5,814 $ 2,369 Non-serialized 9,854 6,922 Reserve for shrink and slow-moving (83) (38) Total Inventory $ 15,585 $ 9,253 |
Property, equipment, and righ_2
Property, equipment, and right of use assets (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Property, equipment, and right of use assets | |
Schedule of property, equipment, and right of use assets | Office Buildings and Right of use Right of use Rental furniture and Leasehold assets – assets – Real Cost equipment fixtures Land improvements Vehicles estate Total Balance September 30, 2020 $ 22,568 $ 504 $ — $ 1,364 $ 2,872 $ 4,990 $ 32,298 Transfers from inventory 14,988 — — — — — 14,988 Additions — 19 — 88 1,385 2,560 4,052 Acquisitions 2,740 3 — 54 302 1,526 4,625 Disposals and write offs (9,150) (44) — (8) (384) (1,326) (10,912) Balance September 30, 2021 $ 31,146 $ 482 $ — $ 1,498 $ 4,175 $ 7,750 $ 45,051 Transfers from inventory 17,797 — — — — — 17,797 Additions — 11 20 191 508 2,106 2,836 Acquisitions 3,952 218 140 802 1,274 3,747 10,133 Disposals and write offs (15,954) (262) — (60) (1,177) (1,217) (18,670) Balance September 30, 2022 $ 36,941 $ 449 $ 160 $ 2,431 $ 4,780 $ 12,387 $ 57,148 Office Buildings and Right of use Right of use Rental furniture and Leasehold assets – assets – Real Accumulated depreciation equipment fixtures Land improvements Vehicles estate Total Balance September 30, 2020 $ 12,311 $ 335 $ — $ 309 $ 1,182 $ 1,494 $ 15,631 Depreciation 13,213 92 — 131 789 1,987 16,212 Disposals and write offs (9,105) (44) — (9) (336) (804) (10,298) Balance September 30, 2021 $ 16,419 $ 383 $ — $ 431 $ 1,635 $ 2,677 $ 21,545 Depreciation 15,980 66 — 191 1,477 2,738 20,453 Disposals and write offs (15,954) (259) — (26) (990) (1,118) (18,347) Balance September 30, 2022 $ 16,445 $ 190 $ — $ 596 $ 2,122 $ 4,297 $ 23,650 Office Buildings and Right of use Right of use Rental furniture and Leasehold assets – assets – Real Net Book Value equipment fixtures Land improvements Vehicles estate Total Balance September 30, 2020 $ 10,257 $ 169 $ — $ 1,055 $ 1,690 $ 3,496 $ 16,667 Balance September 30, 2021 14,727 99 — 1,067 2,540 5,073 23,506 Balance September 30, 2022 $ 20,496 $ 259 $ 160 $ 1,835 $ 2,658 $ 8,089 $ 33,497 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets | |
Schedule of goodwill and intangible assets | Sub-total intangibles Customer Other with finite Cost Goodwill relationships Intangibles lives Total Balance September 30, 2020 $ 3,895 $ 11,766 $ 6,369 $ 18,135 $ 22,030 Acquisitions 8,561 9,129 1,740 10,869 19,430 Disposals — (205) — (205) (205) Balance September 30, 2021 $ 12,456 $ 20,690 $ 8,109 $ 28,799 $ 41,255 Acquisitions 15,752 14,210 2,390 16,600 32,352 Disposals — (2) — (2) (2) Balance September 30, 2022 $ 28,208 $ 34,898 $ 10,499 $ 45,397 $ 73,605 Sub-total intangibles Customer Other with finite Accumulation amortization Goodwill relationships Intangibles lives Total Balance September 30, 2020 $ — $ 7,200 $ 5,356 $ 12,556 $ 12,556 Amortization — 1,272 302 1,574 1,574 Disposals — (205) — (205) (205) Balance September 30, 2021 $ — $ 8,267 $ 5,658 $ 13,925 $ 13,925 Amortization — 2,080 507 2,587 2,587 Disposals — (2) — (2) (2) Balance September 30, 2022 $ — $ 10,345 $ 6,165 $ 16,510 $ 16,510 Sub-total intangibles Customer Other with finite Net carrying amount Goodwill relationships Intangibles lives Total Balance September 30, 2020 $ 3,895 $ 4,566 $ 1,013 $ 5,579 $ 9,474 Balance September 30, 2021 12,456 12,423 2,451 14,874 27,330 Balance September 30, 2022 $ 28,208 $ 24,553 $ 4,334 $ 28,887 $ 57,095 |
Schedule of goodwill, Acquisition through business combination | Balance, September 30, 2020 $ 3,895 Acquisition through business combination: Sleepwell 4,641 Mayhugh 1,587 Med Supply 766 Care Plus 482 Oxygen Plus 327 Medical West 758 Balance, September 30, 2021 $ 12,456 Acquisition through business combination: Medical West 37 Thrift 802 Heckman 965 Southeastern Bio 225 At Home 7,868 Good Night Medical 3,277 Access 1,223 NorCal 948 Hometown 407 Balance, September 30, 2022 $ 28,208 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Deferred Revenue | |
Schedule of Deferred Revenue | For the year ended For the year ended September 30, 2022 September 30, 2021 Beginning balance $ 2,452 $ 1,804 Acquisitions 553 316 Net activity from operations 31 332 Ending balance $ 3,036 $ 2,452 |
Derivative warrant liability (T
Derivative warrant liability (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Derivative warrant liability. | |
Schedule of change in fair value of warrants | As at September 30, 2020 Share price C$ 1.31 Risk-free interest rate 0.23 % Expected volatility 60.8 % Expected life of warrant 0.75 years Expected dividend yield 0 % |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Long-term Debt | |
Schedule of compensation options activity | Number Weighted (000s) average exercise price Balance, September 30, 2020 130 C$ 5.20 Exercised (130) 5.20 Balance, September 30, 2021 — C$ — |
Schedule of lease liabilities | Real Vehicles estate Total Balance, September 30, 2020 $ 1,627 $ 3,640 $ 5,267 Additions during the period: Acquisitions 109 1,603 1,712 Operations 1,385 2,560 3,945 Lease terminations — (612) (612) Repayments (707) (1,840) (2,547) Balance, September 30, 2021 $ 2,414 $ 5,351 $ 7,765 Additions during the period: Acquisitions 571 3,655 4,226 Operations 347 2,063 2,410 Lease terminations — (80) (80) Repayments (1,339) (2,483) (3,822) Balance, September 30, 2022 $ 1,993 $ 8,506 $ 10,499 |
Schedule of future payments of lease liabilities | As at As at September 30, 2022 September 30, 2021 Less than 1 year $ 3,979 $ 3,491 Between 1 and 5 years 7,443 5,367 More than five years 1,108 38 Gross lease payments 12,530 8,896 Less: finance charges (2,031) (1,131) Net lease liabilities $ 10,499 $ 7,765 |
Senior credit facility | |
Long-term Debt | |
Schedule of borrowings | As of September 30, 2022 Delayed draw term loan $ — Term loan 5,000 Revolving credit facility 7,000 Total principal 12,000 Deferred financing costs (1,765) Net carrying value $ 10,235 Current portion 6,857 Long-term portion 3,378 Net carrying value $ 10,235 |
Convertible unsecured debentures | |
Long-term Debt | |
Schedule of borrowings | Year Ended Year Ended September 30, 2022 September 30, 2021 Beginning Balance $ 11,784 $ 12,930 Conversion to common shares (10,683) (5,359) Change in fair value (1,150) 3,591 Change in foreign exchange rate 49 622 Ending Balance $ — $ 11,784 |
Equipment loans | |
Long-term Debt | |
Schedule of borrowings | Year Ended Year Ended September 30, 2022 September 30, 2021 Beginning Balance $ 7,384 4,750 Additions: Acquisitions 1,161 3,001 Operations 9,062 10,049 Repayments (11,900) (10,416) Ending Balance 5,707 7,384 Current portion, less than 1 year 5,473 6,992 Long-term portion, due between 1 and 5 years $ 234 $ 392 |
SBA loan | |
Long-term Debt | |
Schedule of borrowings | Year Ended Year Ended September 30, 2022 September 30, 2021 Beginning Balance $ 121 $ — Additions: Acquisitions — 119 Interest expense 7 5 Repayments (8) (3) Ending Balance $ 120 $ 121 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Stockholder's Equity | |
Schedule of warrants activity | Number Weighted (000s) average exercise price Balance, September 30, 2020 3,460 C$ 6.40 Exercised (3,390) 6.40 Expired (70) 6.40 Balance, September 30, 2021 — C$ — |
Summary of options activity | Number Weighted (000s) average exercise price Balance, September 30, 2020 130 C$ 5.20 Exercised (130) 5.20 Balance, September 30, 2021 — C$ — |
Schedule of fair value of the stock options | Year Ended Year Ended September 30, September 30, 2022 2021 Share price at grant date C$6.20 - C$6.75 C$8.48 - C$9.76 Risk-free interest rate 1.78 - 3.33% 0.92 - 1.63% Expected volatility 54.54 - 55.67% 48.96 - 55.08% Expected life of option 10 years 4.75 - 10 years Expected dividend yield Nil Nil |
Summary of restricted stock units | Weighted Number of units (000’s) average exercise price Balance, September 30, 2020 — C$ — Granted 954 8.48 Balance, September 30, 2021 954 C$ 8.48 Forfeited (105) 8.48 Granted 81 6.83 Balance, September 30, 2022 930 C$ 8.34 |
Schedule of stock-based compensation expense | Year Ended Year Ended September 30, September 30, 2022 2021 Restricted stock units $ 2,659 $ 2,636 Stock options 2,834 2,316 Stock-based compensation expense $ 5,493 $ 4,952 |
Compensation options to underwriters | |
Stockholder's Equity | |
Summary of options activity | Number Weighted (000s) average exercise price Balance, September 30, 2020 353 C$ — Exercised (238) 4.60 Balance, September 30, 2021 115 C$ 4.60 Exercised (115) 4.60 Balance, September 30, 2022 — C$ — |
Stock options | |
Stockholder's Equity | |
Summary of options activity | Weighted Number of options (000’s) average exercise price Balance, September 30, 2020 2,627 C$ 1.99 Granted 1,396 8.40 Exercised (117) 2.20 Expired (65) 3.69 Forfeited (55) 8.39 Balance, September 30, 2021 3,786 C$ 4.15 Issued 195 6.93 Exercised (33) 0.99 Expired (55) 2.40 Forfeited (142) 6.87 Balance, September 30, 2022 3,751 C$ 4.24 |
Operating expenses (Tables)
Operating expenses (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Operating expenses | |
Schedule of operating expenses | Year Ended Year Ended September 30, September 30, 2022 2021 Payroll and employee benefits $ 41,456 $ 29,549 Facilities 3,360 2,101 Billing 6,346 3,887 Professional fees 3,100 2,566 Marketing costs 1,461 1,005 Outbound freight 2,165 1,378 All other 7,315 4,319 Total operating expenses $ 65,203 $ 44,805 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Income taxes | |
Schedule of Company's provision for (recovery of) income taxes differs from the amount that is computed by applying the combined federal and state statutory income tax rate | The Company’s recovery of income taxes differs from the amount that is computed by applying the combined federal and state statutory income tax rate of 25.9% and 27.7% for the years ended September 30, 2022 and 2021, respectively, in the US to the Company’s net income (loss) before income tax expense (recovery) as follows: Year Ended Year Ended September 30, September 30, 2022 2021 Income (loss) before taxes $ 2,935 $ (9,329) Expected income tax expense (recovery) (statutory income tax rate of 25.9% and 27.7%, respectively) 759 (2,586) Difference in foreign tax rates (57) 86 Tax rate changes and other adjustments 270 (614) Stock-based compensation and non-deductible expenses 1,436 2,964 Other income from government grant (1,101) — State taxes - US 609 645 Recognition of deferred tax assets not previously recognized (3,820) (3,650) Recovery of income taxes $ (1,904) $ (3,155) |
Summary of components of deferred tax | The following table summarizes the components of deferred tax: Year Ended Year Ended September 30, September 30, 2022 2021 Deferred tax assets: Net operating losses - US $ 5,403 $ 6,312 Lease liabilities - US 2,202 — Reserve for expected credit losses 2,779 — Other 171 — Deferred tax liabilities: Property, equipment, and right of use assets, net (8,498) (6,015) Intangible assets, net (2,034) — Other (23) (297) Net deferred tax $ — $ — |
Schedule of Deferred tax assets and liabilities offset related to income taxes | Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset. Year Ended Year Ended September 30, September 30, 2022 2021 Balance at beginning of year $ — $ — Recognized in consolidated statement of income (loss) (2,513) (3,800) Recognized in goodwill 2,513 3,800 Balance at end of year $ — $ — |
Schedule of Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying number of assets and liabilities | Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying number of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences: Year Ended Year Ended September 30, September 30, 2022 2021 Intangible assets, net - Canada $ 47 $ 54 Intangible assets, net - US — 273 Reserve for expected credit losses - US — 1,068 Net capital losses carried forward - Canada 130 141 Non-capital losses - US 403 650 Share issuance costs - Canada 292 501 Non-capital losses - Canada 7,139 7,266 Other temporary differences — 1,787 $ 8,011 $ 11,740 |
Gain (loss) per share (Tables)
Gain (loss) per share (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Gain (loss) per share | |
Schedule of earnings and share data used in the basic and diluted gain (loss) per share computation | Year Ended Year Ended September 30, September 30, 2022 2021 Net income (loss) $ 4,839 $ (6,174) Basic weighted average number of shares 33,647 30,438 Diluted weighted average number of shares 36,302 30,438 Total - Basic $ 0.14 $ (0.20) Total - Diluted $ 0.13 $ (0.20) |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Related party transactions | |
Schedule of compensation to key management personnel | Year Ended Year Ended September 30, September 30, 2022 2021 Salaries and benefits paid during the year $ 1,030 $ 968 Stock-based compensation 2,626 1,036 Total $ 3,656 $ 2,004 |
Nature of operations (Details)
Nature of operations (Details) | May 13, 2021 |
Nature of operations | |
Reverse stock split | 0.25 |
Basis of Presentation and sum_4
Basis of Presentation and summary of significant accounting policies - Principles of consolidation (Details) | 12 Months Ended |
Sep. 30, 2022 | |
100 W. Commercial Street, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Acadia Medical Supply, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Access Respiratory Home Care, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
At Home Health Equipment, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Black Bear Medical, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Black Bear Medical Group, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Black Bear Medical NH, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Care Medical Atlanta, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Care Medical of Athens, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Care Medical of Augusta, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Care Medical of Gainesville, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Care Medical Partners, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Care Medical Savannah, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Central Oxygen, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Coastal Med-Tech Corp. | |
Principles of consolidation | |
Ownership percentages | 100% |
Cooley Medical Equipment, Incorporated | |
Principles of consolidation | |
Ownership percentages | 100% |
Good Night Medical, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Good Night Medical of Ohio, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Good Night Medical of Texas, Inc | |
Principles of consolidation | |
Ownership percentages | 100% |
Health Technology Resources, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Heckman Healthcare Service & Supplies Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Hometown Medical LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Legacy Oxygen and Home Care Equipment, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Mayhugh Drugs, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Med Supply Center, Inc | |
Principles of consolidation | |
Ownership percentages | 100% |
Medical West Healthcare Center, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Metro-Med, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Metro-Med, Inc. - Los Alamitos | |
Principles of consolidation | |
Ownership percentages | 100% |
Metro-Med, Inc. - Ventura | |
Principles of consolidation | |
Ownership percentages | 100% |
NorCal Respiratory, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Oxygen Plus | |
Principles of consolidation | |
Ownership percentages | 100% |
Patient Aids, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Patient Home Monitoring, Inc - discontinued | |
Principles of consolidation | |
Ownership percentages | 100% |
QHM Holdings, Inc | |
Principles of consolidation | |
Ownership percentages | 100% |
Quipt Home Medical, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Resource Medical, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Resource Medical Group Charleston, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Resource Medical Group, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Respicare, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Riverside Medical, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Semo Drugs - Care Plus of Mo, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Sleep Health Diagnostics, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Sleepwell, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Southeastern Biomedical Services, LLC | |
Principles of consolidation | |
Ownership percentages | 100% |
Thrift Home Care, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Tuscan, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
West Home Healthcare, Inc. | |
Principles of consolidation | |
Ownership percentages | 100% |
Basis of Presentation and sum_5
Basis of Presentation and summary of significant accounting policies - Revenue recognition (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Basis of Presentation and summary of significant accounting policies | ||
Contract liabilities sale of medical equipment and supplies | $ 0 | $ 0 |
Basis of Presentation and sum_6
Basis of Presentation and summary of significant accounting policies - Property and equipment (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Rental equipment | Minimum | |
Property and equipment | |
Useful economic life | 1 year |
Rental equipment | Maximum | |
Property and equipment | |
Useful economic life | 5 years |
Computer equipment | Minimum | |
Property and equipment | |
Useful economic life | 3 years |
Computer equipment | Maximum | |
Property and equipment | |
Useful economic life | 5 years |
Office furniture and fixtures | Minimum | |
Property and equipment | |
Useful economic life | 5 years |
Office furniture and fixtures | Maximum | |
Property and equipment | |
Useful economic life | 10 years |
Leasehold improvements | Minimum | |
Property and equipment | |
Useful economic life | 1 year |
Leasehold improvements | Maximum | |
Property and equipment | |
Useful economic life | 7 years |
Right-of-use vehicles | |
Property and equipment | |
Useful economic life | 5 years |
Right of use real estate leases | Minimum | |
Property and equipment | |
Useful economic life | 1 year |
Right of use real estate leases | Maximum | |
Property and equipment | |
Useful economic life | 10 years |
Basis of Presentation and sum_7
Basis of Presentation and summary of significant accounting policies - Intangible assets (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Non-compete agreements | |
Intangible assets | |
Useful economic life | 5 years |
Trademarks | |
Intangible assets | |
Useful economic life | 10 years |
Customer contracts | |
Intangible assets | |
Useful economic life | 2 years |
Customer relationships | Minimum | |
Intangible assets | |
Useful economic life | 10 years |
Customer relationships | Maximum | |
Intangible assets | |
Useful economic life | 20 years |
Basis of Presentation and sum_8
Basis of Presentation and summary of significant accounting policies - Goodwill impairment (Details) | 12 Months Ended |
Sep. 30, 2022 item | |
Basis of Presentation and summary of significant accounting policies | |
Number of cash generating units | 10 |
Projected cash flows period | 5 years |
Basis of Presentation and sum_9
Basis of Presentation and summary of significant accounting policies - Segment reporting (Details) | 12 Months Ended |
Sep. 30, 2022 segment | |
Basis of Presentation and summary of significant accounting policies | |
Number of operating segment | 1 |
Basis of Presentation and su_10
Basis of Presentation and summary of significant accounting policies - Credit risk & Liquidity risk (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Credit risk & Liquidity risk | ||
Liabilities that are due within one year | $ 41,740,000 | $ 32,737,000 |
Current assets | 41,536,000 | 57,233,000 |
Revolving credit facility | ||
Credit risk & Liquidity risk | ||
Revolver borrowing availability | 7,000,000 | $ 0 |
Liquidity risk | ||
Credit risk & Liquidity risk | ||
Liabilities that are due within one year | 41,936,000 | |
Current assets | 41,557,000 | |
Liquidity risk | Revolving credit facility | ||
Credit risk & Liquidity risk | ||
Revolver borrowing availability | $ 13,000,000 | |
Medicare | Credit risk | ||
Credit risk & Liquidity risk | ||
Receivables are due from Medicare, percentage | 9% |
Basis of Presentation and su_11
Basis of Presentation and summary of significant accounting policies - Interest rate risk (Details) - Interest rate risk | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Disclosure of risk management strategy related to hedge accounting [line items] | |
Borrowings | $ 12,000,000 |
Percentage of increase | 1% |
Annual interest expense | $ 120,000 |
Acquisitions of businesses an_3
Acquisitions of businesses and purchase accounting - Thrift Home Care, Inc. - Narratives (Details) - Thrift Home Care Inc - USD ($) | 12 Months Ended | |
Oct. 01, 2021 | Sep. 30, 2022 | |
Disclosure of detailed information about business combination [line items] | ||
Purchase price | $ 2,169,000 | |
Cash consideration | $ 1,804,000 | $ 365,000 |
Discount rate | 3.31% | |
Fair value of holdback consideration | $ 365,000 | |
Professional fees in conjunction with the acquisition | $ 26,000 | |
Revenue of acquiree since acquisition date | 2,200,000 | |
Profit (loss) of acquiree since acquisition date | $ (56,000) |
Acquisitions of businesses an_4
Acquisitions of businesses and purchase accounting - Thrift Home Care, Inc. - Asset and Liabilities (Details) - Thrift Home Care Inc - USD ($) | Sep. 30, 2022 | Oct. 01, 2021 |
Disclosure of detailed information about business combination [line items] | ||
Cash | $ 452,000 | |
Accounts receivable | 165,000 | |
Inventory | 107,000 | |
Property, equipment, and right of use assets, net | 1,158,000 | |
Goodwill | 802,000 | |
Intangible assets | 770,000 | |
Accounts payable | (140,000) | |
Accrued liabilities | (33,000) | |
Deferred revenue | (40,000) | |
Deferred tax liability | (262,000) | |
Loans and Leases | (810,000) | |
Net assets acquired | 2,169,000 | |
Cash paid at closing / to be paid after closing, included in purchase price payable | $ 365,000 | 1,804,000 |
Consideration paid or payable | 2,169,000 | |
Goodwill deductible for tax purposes | $ 0 |
Acquisitions of businesses an_5
Acquisitions of businesses and purchase accounting - Heckman Healthcare Services & Supplies, Inc. - Narratives (Details) - Heckman Healthcare Services & Supplies, Inc - USD ($) | 11 Months Ended | 12 Months Ended | |
Nov. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | |
Disclosure of detailed information about business combination [line items] | |||
Purchase price | $ 2,435,000 | ||
Cash consideration | $ 2,103,000 | $ 332,000 | $ 332,000 |
Discount rate | 3.31% | ||
Fair value of holdback consideration | $ 332,000 | ||
Professional fees in conjunction with the acquisition | $ 28,000 | ||
Revenue of combined entity as if combination occurred at beginning of period | 2,250,000 | ||
Profit (loss) of combined entity as if combination occurred at beginning of period | $ 300,000 | ||
Revenue of acquiree since acquisition date | 2,050,000 | ||
Profit (loss) of acquiree since acquisition date | $ 280,000 |
Acquisitions of businesses an_6
Acquisitions of businesses and purchase accounting - Heckman Healthcare Services & Supplies, Inc. - Asset and Liabilities (Details) - Heckman Healthcare Services & Supplies, Inc - USD ($) | Sep. 30, 2022 | Nov. 01, 2021 |
Disclosure of detailed information about business combination [line items] | ||
Cash | $ 169,000 | |
Accounts receivable | 170,000 | |
Inventory | 280,000 | |
Property, equipment, and right of use assets, net | 1,165,000 | |
Goodwill | 965,000 | |
Intangible assets | 90,000 | |
Accounts payable | (159,000) | |
Accrued liabilities | (96,000) | |
Deferred revenue | (27,000) | |
Deferred tax liability | (122,000) | |
Net assets acquired | 2,435,000 | |
Cash paid at closing / to be paid after closing, included in purchase price payable | $ 332,000 | 2,103,000 |
Consideration paid or payable | 2,435,000 | |
Goodwill deductible for tax purposes | $ 0 |
Acquisitions of businesses an_7
Acquisitions of businesses and purchase accounting - Southeastern Biomedical Services, LLC - Narratives (Details) - Southeastern Biomedical Services, LLC - USD ($) | 11 Months Ended | 12 Months Ended | |
Nov. 09, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | |
Disclosure of detailed information about business combination [line items] | |||
Purchase price | $ 697,000 | ||
Cash consideration | 600,000 | $ 97,000 | $ 97,000 |
Fair value of holdback consideration | 97,000 | ||
Professional fees in conjunction with the acquisition | $ 18,000 | ||
Revenue of combined entity as if combination occurred at beginning of period | 2,200,000 | ||
Profit (loss) of combined entity as if combination occurred at beginning of period | $ (50,000) | ||
Revenue of acquiree since acquisition date | 2,000,000 | ||
Profit (loss) of acquiree since acquisition date | $ (40,000) |
Acquisitions of businesses an_8
Acquisitions of businesses and purchase accounting - Southeastern Biomedical Services, LLC - Asset and Liabilities (Details) - Southeastern Biomedical Services, LLC - USD ($) | Sep. 30, 2022 | Nov. 09, 2021 |
Disclosure of detailed information about business combination [line items] | ||
Accounts receivable | $ 112,000 | |
Inventory | 53,000 | |
Property, equipment, and right of use assets, net | 306,000 | |
Goodwill | 225,000 | |
Intangible assets | 270,000 | |
Accounts payable | (131,000) | |
Loans and Leases | (138,000) | |
Net assets acquired | 697,000 | |
Cash paid at closing / to be paid after closing, included in purchase price payable | $ 97,000 | 600,000 |
Consideration paid or payable | $ 697,000 |
Acquisitions of businesses an_9
Acquisitions of businesses and purchase accounting - At Home Health Equipment, LLC - Narratives (Details) - At Home Health Equipment, LLC - USD ($) | 9 Months Ended | 12 Months Ended | |
Jan. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Disclosure of detailed information about business combination [line items] | |||
Purchase price | $ 13,650,000 | ||
Cash consideration | $ 11,978,000 | $ 1,672,000 | $ 1,672,000 |
Discount rate | 3.41% | ||
Fair value of holdback consideration | $ 1,288,000 | ||
Collection of certain accounts receivable | 384,000 | ||
Professional fees in conjunction with the acquisition | $ 32,000 | ||
Revenue of combined entity as if combination occurred at beginning of period | 12,800,000 | ||
Profit (loss) of combined entity as if combination occurred at beginning of period | $ 230,000 | ||
Revenue of acquiree since acquisition date | 9,450,000 | ||
Profit (loss) of acquiree since acquisition date | $ 250,000 |
Acquisitions of businesses a_10
Acquisitions of businesses and purchase accounting - At Home Health Equipment, LLC - Asset and Liabilities (Details) - At Home Health Equipment, LLC - USD ($) | Sep. 30, 2022 | Jan. 01, 2022 |
Disclosure of detailed information about business combination [line items] | ||
Cash | $ 495,000 | |
Accounts receivable | 1,346,000 | |
Inventory | 1,211,000 | |
Prepaid expenses | 71,000 | |
Property, equipment, and right of use assets, net | 2,085,000 | |
Goodwill | 7,868,000 | |
Intangible assets | 4,170,000 | |
Accounts payable | (600,000) | |
Accrued liabilities | (346,000) | |
Deferred revenue | (135,000) | |
Deferred tax liability | (1,448,000) | |
Loans and Leases | (1,067,000) | |
Net assets acquired | 13,650,000 | |
Cash paid at closing / to be paid after closing, included in purchase price payable | $ 1,672,000 | 11,978,000 |
Consideration paid or payable | 13,650,000 | |
Goodwill deductible for tax purposes | $ 0 |
Acquisitions of businesses a_11
Acquisitions of businesses and purchase accounting - Good Night Medical, LLC - Narratives (Details) - Good Night Medical, LLC - USD ($) | 6 Months Ended | 12 Months Ended | |
Apr. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Disclosure of detailed information about business combination [line items] | |||
Purchase price | $ 6,162,000 | ||
Cash consideration | $ 4,361,000 | $ 1,801,000 | $ 1,801,000 |
Discount rate | 3.41% | ||
Fair value of holdback consideration | $ 1,801,000 | ||
Professional fees in conjunction with the acquisition | $ 55,000 | ||
Revenue of combined entity as if combination occurred at beginning of period | 8,300,000 | ||
Profit (loss) of combined entity as if combination occurred at beginning of period | $ (270,000) | ||
Revenue of acquiree since acquisition date | 3,100,000 | ||
Profit (loss) of acquiree since acquisition date | $ (550,000) |
Acquisitions of businesses a_12
Acquisitions of businesses and purchase accounting - Good Night Medical, LLC - Asset and Liabilities (Details) - Good Night Medical, LLC - USD ($) | Sep. 30, 2022 | Apr. 01, 2022 |
Disclosure of detailed information about business combination [line items] | ||
Cash | $ 42,000 | |
Accounts receivable | 730,000 | |
Inventory | 369,000 | |
Property, equipment, and right of use assets, net | 696,000 | |
Goodwill | 3,277,000 | |
Intangible assets | 3,470,000 | |
Accounts payable | (1,200,000) | |
Accrued liabilities | (166,000) | |
Deferred revenue | (39,000) | |
Loans and Leases | (1,017,000) | |
Net assets acquired | 6,162,000 | |
Cash paid at closing / to be paid after closing, included in purchase price payable | $ 1,801,000 | 4,361,000 |
Consideration paid or payable | $ 6,162,000 |
Acquisitions of businesses a_13
Acquisitions of businesses and purchase accounting - Access Respiratory Home Care, LLC - Narratives (Details) - Access Respiratory Home Care, LLC - USD ($) | 4 Months Ended | 12 Months Ended | |
Jun. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Disclosure of detailed information about business combination [line items] | |||
Purchase price | $ 6,595,000 | ||
Cash consideration | $ 5,347,000 | $ 1,248,000 | $ 1,248,000 |
Discount rate | 3.41% | ||
Fair value of holdback consideration | $ 1,248,000 | ||
Professional fees in conjunction with the acquisition | $ 98,000 | ||
Revenue of combined entity as if combination occurred at beginning of period | 6,950,000 | ||
Profit (loss) of combined entity as if combination occurred at beginning of period | $ 850,000 | ||
Revenue of acquiree since acquisition date | 2,600,000 | ||
Profit (loss) of acquiree since acquisition date | $ 300,000 |
Acquisitions of businesses a_14
Acquisitions of businesses and purchase accounting - Access Respiratory Home Care, LLC - Asset and Liabilities (Details) - Access Respiratory Home Care, LLC - USD ($) | Sep. 30, 2022 | Jun. 01, 2022 |
Disclosure of detailed information about business combination [line items] | ||
Cash | $ 417,000 | |
Accounts receivable | 741,000 | |
Inventory | 622,000 | |
Property, equipment, and right of use assets, net | 1,492,000 | |
Goodwill | 1,223,000 | |
Intangible assets | 3,180,000 | |
Accounts payable | (200,000) | |
Accrued liabilities | (319,000) | |
Deferred revenue | (90,000) | |
Loans and Leases | (471,000) | |
Net assets acquired | 6,595,000 | |
Cash paid at closing / to be paid after closing, included in purchase price payable | $ 1,248,000 | 5,347,000 |
Consideration paid or payable | $ 6,595,000 |
Acquisitions of businesses a_15
Acquisitions of businesses and purchase accounting - NorCal Respiratory, Inc. - Narratives (Details) - NorCal Respiratory, Inc. - USD ($) | 4 Months Ended | 12 Months Ended | |
Jun. 03, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Disclosure of detailed information about business combination [line items] | |||
Purchase price | $ 3,080,000 | ||
Cash consideration | $ 2,494,000 | $ 586,000 | $ 586,000 |
Discount rate | 3.41% | ||
Fair value of holdback consideration | $ 586,000 | ||
Professional fees in conjunction with the acquisition | $ 29,000 | ||
Revenue of combined entity as if combination occurred at beginning of period | 3,200,000 | ||
Profit (loss) of combined entity as if combination occurred at beginning of period | $ (150,000) | ||
Revenue of acquiree since acquisition date | 1,000,000 | ||
Profit (loss) of acquiree since acquisition date | $ (50,000) |
Acquisitions of businesses a_16
Acquisitions of businesses and purchase accounting - NorCal Respiratory, Inc. - Asset and Liabilities (Details) - NorCal Respiratory, Inc. - USD ($) | Sep. 30, 2022 | Jun. 03, 2022 |
Disclosure of detailed information about business combination [line items] | ||
Cash | $ 503,000 | |
Accounts receivable | 315,000 | |
Inventory | 492,000 | |
Property, equipment, and right of use assets, net | 1,044,000 | |
Goodwill | 948,000 | |
Intangible assets | 1,400,000 | |
Accounts payable | (100,000) | |
Accrued liabilities | (67,000) | |
Deferred revenue | (93,000) | |
Deferred tax liability | (680,000) | |
Loans and Leases | (682,000) | |
Net assets acquired | 3,080,000 | |
Cash paid at closing / to be paid after closing, included in purchase price payable | $ 586,000 | 2,494,000 |
Consideration paid or payable | 3,080,000 | |
Goodwill deductible for tax purposes | $ 0 |
Acquisitions of businesses a_17
Acquisitions of businesses and purchase accounting - Hometown Medical, LLC - Narratives (Details) - Hometown - USD ($) | 3 Months Ended | 12 Months Ended | |
Jul. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Disclosure of detailed information about business combination [line items] | |||
Purchase price | $ 5,892,000 | ||
Cash consideration | $ 4,838,000 | $ 1,054,000 | $ 1,054,000 |
Discount rate | 5.26% | ||
Fair value of holdback consideration | $ 1,054,000 | ||
Professional fees in conjunction with the acquisition | $ 22,000 | ||
Revenue of combined entity as if combination occurred at beginning of period | 8,450,000 | ||
Profit (loss) of combined entity as if combination occurred at beginning of period | $ 1,100,000 | ||
Revenue of acquiree since acquisition date | 2,450,000 | ||
Profit (loss) of acquiree since acquisition date | $ 700,000 |
Acquisitions of businesses a_18
Acquisitions of businesses and purchase accounting - Hometown Medical, LLC - Asset and Liabilities (Details) - Hometown - USD ($) | Sep. 30, 2022 | Jul. 01, 2022 |
Disclosure of detailed information about business combination [line items] | ||
Cash | $ 723,000 | |
Accounts receivable | 665,000 | |
Inventory | 778,000 | |
Property, equipment, and right of use assets, net | 2,187,000 | |
Goodwill | 407,000 | |
Intangible assets | 3,250,000 | |
Accounts payable | (721,000) | |
Accrued liabilities | (66,000) | |
Deferred revenue | (129,000) | |
Loans and Leases | (1,202,000) | |
Net assets acquired | 5,892,000 | |
Cash paid at closing / to be paid after closing, included in purchase price payable | $ 1,054,000 | 4,838,000 |
Consideration paid or payable | $ 5,892,000 |
Acquisitions of businesses a_19
Acquisitions of businesses and purchase accounting - Sleepwell, LLC - Narratives (Details) | 1 Months Ended | 12 Months Ended | |||
Oct. 23, 2020 USD ($) | Aug. 31, 2022 USD ($) EquityInstruments $ / shares | Mar. 31, 2021 USD ($) | Jan. 31, 2021 USD ($) EquityInstruments $ / shares | Sep. 30, 2022 USD ($) | |
Acquisition of businesses and purchase accounting | |||||
Loss on settlement of shares to be issued | $ 442,000 | ||||
Sleepwell, LLC | |||||
Acquisition of businesses and purchase accounting | |||||
Purchase price | $ 9,976,000 | ||||
Cash consideration | $ 6,623,000 | $ 1,100,000 | $ 320,000 | ||
Consideration in shares (Value) | $ 657,000 | $ 657,000 | $ 2,376,000 | ||
Consideration in shares (Shares) | EquityInstruments | 246,000 | 629,000 | |||
Issue price per share | $ / shares | $ 2.67 | $ 3.78 | |||
Fair value of holdback consideration | $ 320,000 | ||||
Discount rate | 15% | 3.46% | 15% | 25% | |
Professional fees in conjunction with the acquisition | $ 81,000 | ||||
Loss on settlement of shares to be issued | $ 442,000 |
Acquisitions of businesses a_20
Acquisitions of businesses and purchase accounting - Sleepwell, LLC - Asset and Liabilities (Details) - Sleepwell, LLC - USD ($) | Sep. 30, 2022 | Aug. 31, 2022 | Mar. 31, 2021 | Jan. 31, 2021 | Oct. 23, 2020 |
Acquisition of businesses and purchase accounting | |||||
Cash | $ 378,000 | ||||
Accounts receivable | 780,000 | ||||
Inventory | 769,000 | ||||
Prepaid expenses and other current assets | 2,000 | ||||
Property, equipment, and right of use assets, net | 1,273,000 | ||||
Goodwill | 4,641,000 | ||||
Intangible assets | 5,410,000 | ||||
Accounts payable | (640,000) | ||||
Accrued liabilities | (166,000) | ||||
Deferred revenue | (100,000) | ||||
Loans and Leases | (390,000) | ||||
Deferred tax liability | (1,981,000) | ||||
Net assets acquired | 9,976,000 | ||||
Cash paid at closing / to be paid after closing, included in purchase price payable | $ 320,000 | $ 1,100,000 | 6,623,000 | ||
Equity interests of acquirer | $ 657,000 | $ 657,000 | $ 2,376,000 | ||
Consideration paid or payable | 9,976,000 | ||||
Goodwill deductible for tax purposes | $ 0 |
Acquisitions of businesses a_21
Acquisitions of businesses and purchase accounting - Mayhugh Drugs, Inc. - Narratives (Details) - Mayhugh Drugs, Inc. - USD ($) | Feb. 01, 2021 | Sep. 30, 2021 |
Acquisition of businesses and purchase accounting | ||
Purchase price | $ 1,959,000 | |
Cash consideration | 1,047,000 | $ 912,000 |
Holdback consideration | $ 662,000 | |
Discount rate | 2.39% | |
Earnout value | $ 250,000 | |
Professional fees in conjunction with the acquisition | 54,000 | |
Maximum | ||
Acquisition of businesses and purchase accounting | ||
Earnout value | $ 750,000 |
Acquisitions of businesses a_22
Acquisitions of businesses and purchase accounting - Mayhugh Drugs, Inc. - Asset and Liabilities (Details) - Mayhugh Drugs, Inc. - USD ($) | Sep. 30, 2021 | Feb. 01, 2021 |
Acquisition of businesses and purchase accounting | ||
Cash | $ 180,000 | |
Accounts receivable | 474,000 | |
Inventory | 487,000 | |
Prepaid expenses and other current assets | 7,000 | |
Property, equipment, and right of use assets, net | 1,418,000 | |
Goodwill | 1,587,000 | |
Intangible assets | 2,830,000 | |
Accounts payable | (880,000) | |
Accrued liabilities | (14,000) | |
Deferred revenue | (84,000) | |
U.S. Small Business Association ("SBA") loan | (119,000) | |
Loans and Leases | (2,980,000) | |
Deferred tax liability | (947,000) | |
Net assets acquired | 1,959,000 | |
Cash paid at closing / to be paid after closing, included in purchase price payable | $ 912,000 | 1,047,000 |
Consideration paid or payable | 1,959,000 | |
Goodwill deductible for tax purposes | $ 0 |
Acquisitions of businesses a_23
Acquisitions of businesses and purchase accounting - Med Supply Center, Inc. - Narratives (Details) - Med Supply Center, Inc. - USD ($) | Jun. 21, 2021 | Sep. 30, 2022 |
Acquisition of businesses and purchase accounting | ||
Purchase price | $ 1,601,000 | |
Cash consideration | 1,279,000 | $ 322,000 |
Consideration to be paid | $ 10,000 | |
Discount rate | 2.39% | |
Holdback consideration | $ 312,000 | |
Professional fees in conjunction with the acquisition | $ 26,000 |
Acquisitions of businesses a_24
Acquisitions of businesses and purchase accounting - Med Supply Center, Inc. - Asset and Liabilities acquired (Details) - Med Supply Center, Inc. - USD ($) | Sep. 30, 2022 | Jun. 21, 2021 |
Acquisition of businesses and purchase accounting | ||
Cash | $ 48,000 | |
Accounts receivable | 180,000 | |
Inventory | 597,000 | |
Property, equipment, and right of use assets, net | 351,000 | |
Goodwill | 766,000 | |
Intangible assets | 370,000 | |
Accounts payable | (190,000) | |
Accrued liabilities | (40,000) | |
Deferred revenue | (53,000) | |
Deferred tax liability | (304,000) | |
Loans and Leases | (124,000) | |
Net assets acquired | 1,601,000 | |
Cash paid at closing / to be paid after closing, included in purchase price payable | $ 322,000 | 1,279,000 |
Consideration paid or payable | 1,601,000 | |
Goodwill deductible for tax purposes | $ 0 |
Acquisitions of businesses a_25
Acquisitions of businesses and purchase accounting - Semo Drug - Care Plus of Mo. Inc - Narratives (Details) - Semo Drug-Care Plus of Mo. Inc - USD ($) | Jun. 23, 2021 | Sep. 30, 2021 |
Acquisition of businesses and purchase accounting | ||
Purchase price | $ 1,626,000 | |
Cash consideration | 1,440,000 | $ 186,000 |
Consideration to be paid | $ 10,000 | |
Discount rate | 2.39% | |
Holdback consideration | $ 176,000 | |
Professional fees in conjunction with the acquisition | $ 26,000 |
Acquisitions of businesses a_26
Acquisitions of businesses and purchase accounting - Semo Drug-Care Plus of Mo. Inc - Asset and Liabilities acquired (Details) - Semo Drug-Care Plus of Mo. Inc - USD ($) | Sep. 30, 2021 | Jun. 23, 2021 |
Acquisition of businesses and purchase accounting | ||
Cash | $ 47,000 | |
Accounts receivable | 292,000 | |
Inventory | 475,000 | |
Property, equipment, and right of use assets, net | 373,000 | |
Goodwill | 482,000 | |
Intangible assets | 530,000 | |
Accounts payable | (94,000) | |
Accrued liabilities | (51,000) | |
Deferred tax liability | (377,000) | |
Deferred revenue | (51,000) | |
Net assets acquired | 1,626,000 | |
Cash paid at closing / to be paid after closing, included in purchase price payable | $ 186,000 | 1,440,000 |
Consideration paid or payable | 1,626,000 | |
Goodwill deductible for tax purposes | $ 0 |
Acquisitions of businesses a_27
Acquisitions of businesses and purchase accounting - Oxygen Plus, Inc. - Narratives (Details) - Oxygen Plus - USD ($) | Jun. 29, 2021 | Sep. 30, 2022 |
Acquisition of businesses and purchase accounting | ||
Purchase price | $ 730,000 | |
Cash consideration | $ 574,000 | $ 156,000 |
Discount rate | 2.39% | |
Holdback consideration | $ 156,000 | |
Professional fees in conjunction with the acquisition | $ 25,000 |
Acquisitions of businesses a_28
Acquisitions of businesses and purchase accounting - Oxygen Plus, Inc. - Asset and Liabilities acquired (Details) - Oxygen Plus - USD ($) | Sep. 30, 2022 | Jun. 29, 2021 |
Acquisition of businesses and purchase accounting | ||
Cash | $ 114,000 | |
Accounts receivable | 60,000 | |
Inventory | 39,000 | |
Property, equipment, and right of use assets, net | 88,000 | |
Goodwill | 327,000 | |
Intangible assets | 560,000 | |
Accounts payable | (98,000) | |
Accrued liabilities | (13,000) | |
Deferred tax liability | (180,000) | |
Deferred revenue | (12,000) | |
Loans and Leases | (155,000) | |
Net assets acquired | 730,000 | |
Cash paid at closing / to be paid after closing, included in purchase price payable | $ 156,000 | 574,000 |
Consideration paid or payable | 730,000 | |
Goodwill deductible for tax purposes | $ 0 |
Acquisitions of businesses a_29
Acquisitions of businesses and purchase accounting - Medical West Healthcare. Center, LLC- Narratives (Details) - Medical West Healthcare. Center, LLC - USD ($) | Aug. 20, 2021 | Sep. 30, 2022 |
Disclosure of detailed information about business combination [line items] | ||
Purchase price | $ 2,366,000 | |
Cash transferred | $ 1,927,000 | $ 439,000 |
Discount rate | 2.39% | |
Holdback consideration | $ 439,000 | |
Professional fees in conjunction with the acquisition | 42,000 | |
Goodwill and accounts payable | $ 37,000 |
Acquisitions of businesses a_30
Acquisitions of businesses and purchase accounting - Medical West Healthcare. Center, LLC - Asset and Liabilities acquired (Details) - Medical West Healthcare. Center, LLC - USD ($) | Sep. 30, 2022 | Aug. 20, 2021 |
Acquisition of businesses and purchase accounting | ||
Cash | $ 234,000 | |
Accounts receivable | 195,000 | |
Inventory | 382,000 | |
Prepaid expenses and other current assets | 10,000 | |
Property, equipment, and right of use assets, net | 1,121,000 | |
Goodwill | 795,000 | |
Intangible assets | 1,170,000 | |
Deposits | 2,000 | |
Accounts payable | (346,000) | |
Accrued liabilities | (107,000) | |
Deferred tax liability | (11,000) | |
Deferred revenue | (16,000) | |
Loans and Leases | (1,063,000) | |
Net assets acquired | 2,366,000 | |
Cash paid at closing / to be paid after closing, included in purchase price payable | $ 439,000 | 1,927,000 |
Consideration paid or payable | 2,366,000 | |
Goodwill deductible for tax purposes | $ 0 |
Acquisitions of businesses a_31
Acquisitions of businesses and purchase accounting - Purchase Price Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Acquisitions of businesses and purchase accounting | |||
Beginning Balance | $ 2,516 | $ 1,417 | |
Addition from acquisitions | 7,155 | 2,335 | |
Accretion of interest | 102 | 38 | |
Derecognition of purchase price payable | (178) | ||
Payments | (3,817) | (1,274) | |
Ending Balance | 5,778 | 2,516 | |
Contingent consideration, Current | $ 5,778 | 2,383 | $ 857 |
Contingent consideration, Non-Current | $ 133 | $ 560 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Accounts Receivable | ||
Net receivables | $ 16,383 | $ 11,938 |
Gross receivable | ||
Accounts Receivable | ||
Net receivables | 27,122 | 15,413 |
Reserve for expected credit losses. | ||
Accounts Receivable | ||
Net receivables | $ 10,739 | $ 3,475 |
Accounts Receivable - Movement
Accounts Receivable - Movement in reserve for expected credit losses (Details) - Trade Receivables - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Reconciliation of changes in allowance account for credit losses of financial assets [abstract] | ||
Opening Balance | $ 3,475 | $ 5,036 |
Bad debt expense | 12,225 | 7,957 |
Amounts written off | (4,961) | (9,518) |
Ending Balance | $ 10,739 | $ 3,475 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Inventory | ||
Serialized | $ 5,814 | $ 2,369 |
Non-serialized | 9,854 | 6,922 |
Reserve for shrink and slow-moving | (83) | (38) |
Total Inventory | $ 15,585 | $ 9,253 |
Property, equipment, and righ_3
Property, equipment, and right of use assets (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property and equipment | ||
Property, plant and equipment at beginning of period | $ 23,506,000 | $ 16,667,000 |
Transfers from inventory | 17,797,000 | 14,988,000 |
Property, plant and equipment at end of period | 33,497,000 | 23,506,000 |
Payment made in cash to acquire rental equipment | 9,161,000 | 5,046,000 |
Gross receivable | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | 45,051,000 | 32,298,000 |
Transfers from inventory | 17,797,000 | 14,988,000 |
Additions | 2,836,000 | 4,052,000 |
Acquisitions | 10,133,000 | 4,625,000 |
Disposals and write offs | (18,670,000) | (10,912,000) |
Property, plant and equipment at end of period | 57,148,000 | 45,051,000 |
Accumulated depreciation/amortization | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | (21,545,000) | (15,631,000) |
Depreciation | 20,453,000 | 16,212,000 |
Disposals and write offs | 18,347,000 | 10,298,000 |
Property, plant and equipment at end of period | (23,650,000) | (21,545,000) |
Rental equipment | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | 14,727,000 | 10,257,000 |
Property, plant and equipment at end of period | 20,496,000 | 14,727,000 |
Rental equipment | Equipment loans | ||
Property and equipment | ||
Equipment loans obtained to acquire rental equipment | 9,602,000 | 10,049,000 |
Payment made in cash to acquire rental equipment | 8,195,000 | 4,939,000 |
Rental equipment | Gross receivable | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | 31,146,000 | 22,568,000 |
Transfers from inventory | 17,797,000 | 14,988,000 |
Acquisitions | 3,952,000 | 2,740,000 |
Disposals and write offs | (15,954,000) | (9,150,000) |
Property, plant and equipment at end of period | 36,941,000 | 31,146,000 |
Rental equipment | Accumulated depreciation/amortization | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | (16,419,000) | (12,311,000) |
Depreciation | 15,980,000 | 13,213,000 |
Disposals and write offs | 15,954,000 | 9,105,000 |
Property, plant and equipment at end of period | (16,445,000) | (16,419,000) |
Office furniture and fixtures | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | 99,000 | 169,000 |
Property, plant and equipment at end of period | 259,000 | 99,000 |
Office furniture and fixtures | Gross receivable | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | 482,000 | 504,000 |
Additions | 11,000 | 19,000 |
Acquisitions | 218,000 | 3,000 |
Disposals and write offs | (262,000) | (44,000) |
Property, plant and equipment at end of period | 449,000 | 482,000 |
Office furniture and fixtures | Accumulated depreciation/amortization | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | (383,000) | (335,000) |
Depreciation | 66,000 | 92,000 |
Disposals and write offs | 259,000 | 44,000 |
Property, plant and equipment at end of period | (190,000) | (383,000) |
Land | ||
Property and equipment | ||
Property, plant and equipment at end of period | 160,000 | |
Land | Gross receivable | ||
Property and equipment | ||
Additions | 20,000 | |
Acquisitions | 140,000 | |
Property, plant and equipment at end of period | 160,000 | |
Leasehold improvements | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | 1,067,000 | 1,055,000 |
Property, plant and equipment at end of period | 1,835,000 | 1,067,000 |
Leasehold improvements | Gross receivable | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | 1,498,000 | 1,364,000 |
Additions | 191,000 | 88,000 |
Acquisitions | 802,000 | 54,000 |
Disposals and write offs | (60,000) | (8,000) |
Property, plant and equipment at end of period | 2,431,000 | 1,498,000 |
Leasehold improvements | Accumulated depreciation/amortization | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | (431,000) | (309,000) |
Depreciation | 191,000 | 131,000 |
Disposals and write offs | 26,000 | 9,000 |
Property, plant and equipment at end of period | (596,000) | (431,000) |
Right of use assets, Vehicles | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | 2,540,000 | 1,690,000 |
Property, plant and equipment at end of period | 2,658,000 | 2,540,000 |
Right of use assets, Vehicles | Gross receivable | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | 4,175,000 | 2,872,000 |
Additions | 508,000 | 1,385,000 |
Acquisitions | 1,274,000 | 302,000 |
Disposals and write offs | (1,177,000) | (384,000) |
Property, plant and equipment at end of period | 4,780,000 | 4,175,000 |
Right of use assets, Vehicles | Accumulated depreciation/amortization | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | (1,635,000) | (1,182,000) |
Depreciation | 1,477,000 | 789,000 |
Disposals and write offs | 990,000 | 336,000 |
Property, plant and equipment at end of period | (2,122,000) | (1,635,000) |
Right of use assets, Real estate | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | 5,073,000 | 3,496,000 |
Property, plant and equipment at end of period | 8,089,000 | 5,073,000 |
Right of use assets, Real estate | Gross receivable | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | 7,750,000 | 4,990,000 |
Additions | 2,106,000 | 2,560,000 |
Acquisitions | 3,747,000 | 1,526,000 |
Disposals and write offs | (1,217,000) | (1,326,000) |
Property, plant and equipment at end of period | 12,387,000 | 7,750,000 |
Right of use assets, Real estate | Accumulated depreciation/amortization | ||
Property and equipment | ||
Property, plant and equipment at beginning of period | (2,677,000) | (1,494,000) |
Depreciation | 2,738,000 | 1,987,000 |
Disposals and write offs | 1,118,000 | 804,000 |
Property, plant and equipment at end of period | $ (4,297,000) | $ (2,677,000) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill and intangible assets, beginning balance | $ 27,330 | $ 9,474 |
Goodwill and intangible assets, ending balance | 57,095 | 27,330 |
Gross receivable | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill and intangible assets, beginning balance | 41,255 | 22,030 |
Acquisitions | 32,352 | 19,430 |
Disposals | (2) | (205) |
Goodwill and intangible assets, ending balance | 73,605 | 41,255 |
Accumulated depreciation/amortization | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill and intangible assets, beginning balance | (13,925) | (12,556) |
Amortization | (2,587) | (1,574) |
Disposals | 2 | 205 |
Goodwill and intangible assets, ending balance | (16,510) | (13,925) |
Goodwill | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill and intangible assets, beginning balance | 12,456 | 3,895 |
Goodwill and intangible assets, ending balance | 28,208 | 12,456 |
Goodwill | Gross receivable | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill and intangible assets, beginning balance | 12,456 | 3,895 |
Acquisitions | 15,752 | 8,561 |
Goodwill and intangible assets, ending balance | 28,208 | 12,456 |
Sub-total intangibles with finite lives | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill and intangible assets, beginning balance | 14,874 | 5,579 |
Goodwill and intangible assets, ending balance | 28,887 | 14,874 |
Sub-total intangibles with finite lives | Gross receivable | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill and intangible assets, beginning balance | 28,799 | 18,135 |
Acquisitions | 16,600 | 10,869 |
Disposals | (2) | (205) |
Goodwill and intangible assets, ending balance | 45,397 | 28,799 |
Sub-total intangibles with finite lives | Accumulated depreciation/amortization | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill and intangible assets, beginning balance | (13,925) | (12,556) |
Amortization | (2,587) | (1,574) |
Disposals | 2 | 205 |
Goodwill and intangible assets, ending balance | (16,510) | (13,925) |
Customer relationships | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill and intangible assets, beginning balance | 12,423 | 4,566 |
Goodwill and intangible assets, ending balance | 24,553 | 12,423 |
Customer relationships | Gross receivable | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill and intangible assets, beginning balance | 20,690 | 11,766 |
Acquisitions | 14,210 | 9,129 |
Disposals | (2) | (205) |
Goodwill and intangible assets, ending balance | 34,898 | 20,690 |
Customer relationships | Accumulated depreciation/amortization | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill and intangible assets, beginning balance | (8,267) | (7,200) |
Amortization | (2,080) | (1,272) |
Disposals | 2 | 205 |
Goodwill and intangible assets, ending balance | (10,345) | (8,267) |
Other Intangibles | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill and intangible assets, beginning balance | 2,451 | 1,013 |
Goodwill and intangible assets, ending balance | 4,334 | 2,451 |
Other Intangibles | Gross receivable | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill and intangible assets, beginning balance | 8,109 | 6,369 |
Acquisitions | 2,390 | 1,740 |
Goodwill and intangible assets, ending balance | 10,499 | 8,109 |
Other Intangibles | Accumulated depreciation/amortization | ||
Reconciliation of changes in intangible assets and goodwill [abstract] | ||
Goodwill and intangible assets, beginning balance | (5,658) | (5,356) |
Amortization | (507) | (302) |
Goodwill and intangible assets, ending balance | $ (6,165) | $ (5,658) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Acquisition Through Business Combination: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Acquisition through business combination | ||
Goodwill at beginning of period | $ 12,456 | $ 3,895 |
Goodwill at end of period | 28,208 | 12,456 |
Sleepwell, LLC | ||
Acquisition through business combination | ||
Goodwill, acquisitions through business combinations | 4,641 | |
Mayhugh Drugs, Inc. | ||
Acquisition through business combination | ||
Goodwill, acquisitions through business combinations | 1,587 | |
Med Supply Center, Inc. | ||
Acquisition through business combination | ||
Goodwill, acquisitions through business combinations | 766 | |
Semo Drug-Care Plus of Mo. Inc | ||
Acquisition through business combination | ||
Goodwill, acquisitions through business combinations | 482 | |
Oxygen Plus | ||
Acquisition through business combination | ||
Goodwill, acquisitions through business combinations | 327 | |
Medical West Healthcare. | ||
Acquisition through business combination | ||
Goodwill, acquisitions through business combinations | 37 | $ 758 |
Heckman Healthcare Services & Supplies, Inc. | ||
Acquisition through business combination | ||
Goodwill, acquisitions through business combinations | 965 | |
Southeastern Bio | ||
Acquisition through business combination | ||
Goodwill, acquisitions through business combinations | 225 | |
At Home | ||
Acquisition through business combination | ||
Goodwill, acquisitions through business combinations | 7,868 | |
Thrift | ||
Acquisition through business combination | ||
Goodwill, acquisitions through business combinations | 802 | |
Good Night Medical | ||
Acquisition through business combination | ||
Goodwill, acquisitions through business combinations | 3,277 | |
Access | ||
Acquisition through business combination | ||
Goodwill, acquisitions through business combinations | 1,223 | |
NorCal | ||
Acquisition through business combination | ||
Goodwill, acquisitions through business combinations | 948 | |
Hometown | ||
Acquisition through business combination | ||
Goodwill, acquisitions through business combinations | $ 407 |
Government Grant - Payroll Prot
Government Grant - Payroll Protection Plan (Details) | 12 Months Ended | ||
Mar. 23, 2022 USD ($) | Sep. 30, 2020 item | Apr. 16, 2020 USD ($) | |
Government Grants | |||
Number of provisions | item | 2 | ||
Payroll Protection Plan | |||
Government Grants | |||
Principal amount | $ 4,254,000 | ||
Income Due to Loan Forgiven | $ 4,254,000 |
Government Grant - Relief Fund
Government Grant - Relief Fund (Details) - Public health and Social Services Emergency Fund - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2020 | Sep. 30, 2021 | |
Government Grants | |||
Amount of public health and social services emergency fund | $ 1,797,000 | ||
Amount of expenses related to PPP | $ 0 | ||
Other expense (income) | |||
Government Grants | |||
Amount of reduction in the liability | $ 631,000 | $ 0 |
Deferred Revenue (Details)
Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Deferred Revenue | ||
Beginning balance | $ 2,452 | $ 1,804 |
Acquisitions | 553 | 316 |
Net activity from operations | 31 | 332 |
Ending balance | $ 3,036 | $ 2,452 |
Derivative warrant liability (D
Derivative warrant liability (Details) - $ / shares | 12 Months Ended | ||
Jun. 29, 2021 | Jun. 29, 2020 | Sep. 30, 2021 | |
Derivative warrant liability. | |||
Number of units issued | 27,678,826 | ||
Number of common share per unit | 1 | ||
Number of warrants per unit | 0.5 | ||
Number of warrants | 13,839,413 | ||
Number of common share exercisable by each warrant | 1 | ||
Term of warrants | 12 months | ||
Exercise price of warrants | $ 6.40 | ||
Number of warrants exercised | 13,559,300 | ||
Number of common shares equivalent to warrants exercised | 3,389,825 | ||
Number of warrants expired | 280,113 | ||
Number of common shares equivalent to warrants expired | 70,028 |
Derivative warrant liability -
Derivative warrant liability - Black-Scholes pricing model (Details) - Derivative warrant liability - Black-Scholes pricing model | Sep. 30, 2020 Y $ / shares |
Share price | |
Derivative warrant liability | |
Derivative warrant liability | $ / shares | 1.31 |
Risk-free interest rate | |
Derivative warrant liability | |
Derivative warrant liability | 0.23 |
Expected volatility | |
Derivative warrant liability | |
Derivative warrant liability | 60.8 |
Expected life of warrant | |
Derivative warrant liability | |
Derivative warrant liability | Y | 0.75 |
Expected dividend yield | |
Derivative warrant liability | |
Derivative warrant liability | 0 |
Long-term Debt - Senior Credit
Long-term Debt - Senior Credit Facility (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Long-term Debt | ||||
Quarterly installments | $ 250,000 | |||
Interest expense on facility | 609,000 | $ 838,000 | ||
Financing costs | 1,779,000 | |||
Loss on extinguishment of debt | 281,000 | |||
Senior credit facility | ||||
Long-term Debt | ||||
Term of debt | 5 years | |||
Principal amount | $ 110,000,000 | 110,000,000 | ||
Borrowings | $ 12,000,000 | $ 12,000,000 | ||
Interest rate | 5.70% | 5.70% | ||
Interest expense on facility | $ 11,000 | |||
Amortization of deferred financing costs | 15,000 | |||
Senior credit facility | Maximum | ||||
Long-term Debt | ||||
Period of variable interest rate adjustment | 6 months | |||
Delayed draw term loan facility | ||||
Long-term Debt | ||||
Principal amount | $ 85,000,000 | 85,000,000 | ||
Term loan | ||||
Long-term Debt | ||||
Principal amount | 5,000,000 | 5,000,000 | ||
Borrowings | 5,000,000 | $ 5,000,000 | ||
Revolving credit facility | ||||
Long-term Debt | ||||
Term of debt | 4 years | |||
Principal amount | 20,000,000 | $ 20,000,000 | $ 20,000,000 | |
Borrowings | $ 7,000,000 | $ 7,000,000 | 0 | |
Interest rate | 7% | 7% | ||
Amortization of deferred financing costs | $ 135,000 | 140,000 | ||
Interest expense | $ 126,000 | $ 38,000 |
Long-term Debt - balances relat
Long-term Debt - balances related to the Facility (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Term loan | ||
Long-term Debt | ||
Borrowings | $ 5,000,000 | |
Revolving credit facility | ||
Long-term Debt | ||
Borrowings | 7,000,000 | $ 0 |
Senior credit facility | ||
Long-term Debt | ||
Borrowings | 12,000,000 | |
Deferred financing costs | (1,765,000) | |
Net carrying value | 10,235,000 | |
Current portion | 6,857,000 | |
Long-term portion | $ 3,378,000 |
Long-term Debt - Debentures (De
Long-term Debt - Debentures (Details) - Convertible unsecured debentures | 12 Months Ended | |||||||||||
Mar. 09, 2022 $ / shares | Mar. 07, 2019 USD ($) | Mar. 07, 2019 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2021 CAD ($) | Sep. 30, 2021 USD ($) $ / item | Sep. 30, 2021 USD ($) $ / item | Sep. 30, 2022 CAD ($) | Sep. 30, 2021 CAD ($) | Sep. 30, 2020 USD ($) | |
Long-term Debt | ||||||||||||
Principal amount | $ 15,000,000 | |||||||||||
Interest rate | 8% | |||||||||||
Principal amount denomination for conversion to common stock | $ 807 | $ 1,000 | ||||||||||
Conversion ratio | 0.19231 | 0.19231 | ||||||||||
Amount of debt converted | $ 10,959,000 | $ 4,037,000 | ||||||||||
Fair value of debentures | $ 10,683,000 | $ 5,359,000 | $ 5,359,000 | $ 5,359,000 | $ 13,665,000 | $ 6,766,000 | ||||||
Conversion price of mandated conversion | $ / shares | $ 5.20 | |||||||||||
Stock price trigger | $ / shares | $ 6.48 | |||||||||||
Threshold consecutive trading days | 20 days | |||||||||||
Borrowings | 0 | 11,784,000 | $ 11,784,000 | $ 11,784,000 | $ 12,930,000 | |||||||
Trading price per unit | 137 | 109 | ||||||||||
Gains (losses) on change in the fair value | $ (1,150,000) | $ 3,591,000 |
Long-term Debt - Movement in De
Long-term Debt - Movement in Debentures (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Long-term Debt | ||
Change in foreign exchange rate | $ (144,000) | $ (173,000) |
Convertible unsecured debentures | ||
Long-term Debt | ||
Beginning Balance | 11,784,000 | 12,930,000 |
Conversion to common shares | (10,683,000) | (5,359,000) |
Change in fair value | (1,150,000) | 3,591,000 |
Change in foreign exchange rate | 49,000 | 622,000 |
Ending Balance | $ 0 | $ 11,784,000 |
Long-term Debt - Compensation o
Long-term Debt - Compensation options (Details) $ / shares in Units, EquityInstruments in Thousands | 12 Months Ended | ||
Sep. 30, 2022 USD ($) EquityInstruments $ / shares | Sep. 30, 2022 USD ($) EquityInstruments $ / shares | Sep. 30, 2021 EquityInstruments $ / shares | |
Long-term Debt | |||
Balance (in shares) | 130,000 | ||
Exercised (in shares) | (130,000) | ||
Balance (in dollars per share) | $ 5.20 | ||
Exercised (in dollars per share) | $ 5.20 | ||
Compensation options to underwriters | |||
Long-term Debt | |||
Issued (in shares) | 129,808 | 129,808 | |
Exercise price | $ 5.20 | ||
Contractual term | 2 years | 2 years | |
Fair value of options, per share | $ 1.02 | ||
Fair value of options | $ | $ 133,000 | $ 133,000 | |
Balance (in shares) | EquityInstruments | 115 | 115 | 353 |
Exercised (in shares) | EquityInstruments | (115) | (115) | (238) |
Balance (in shares) | EquityInstruments | 115 | ||
Balance (in dollars per share) | $ 4.60 | ||
Exercised (in dollars per share) | $ 4.60 | $ 4.60 | |
Balance (in dollars per share) | $ 4.60 |
Long-term Debt - Equipment Loan
Long-term Debt - Equipment Loans (Details) | 12 Months Ended | |
Sep. 30, 2022 USD ($) installment | Sep. 30, 2021 USD ($) | |
Additions: | ||
Repayments | $ (11,900,000) | $ (10,416,000) |
Equipment loans | ||
Long-term Debt | ||
Equipment pledged as security | 14,949,000 | 6,939,000 |
Beginning Balance | 7,384,000 | 4,750,000 |
Additions: | ||
Acquisitions | 1,161,000 | 3,001,000 |
Operations | 9,062,000 | 10,049,000 |
Repayments | (11,900,000) | (10,416,000) |
Ending Balance | 5,707,000 | 7,384,000 |
Current portion, less than 1 year | 5,473,000 | 6,992,000 |
Long-term portion, due between 1 and 5 years | $ 234,000 | $ 392,000 |
Equipment loans | Repayment in twelve months | ||
Long-term Debt | ||
Interest rate | 0% | |
Number of equal monthly installments | installment | 12 | |
Incremental borrowing rate | 6% |
Long-term Debt - Leases Liabili
Long-term Debt - Leases Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Lease liabilities | ||
Balance | $ 7,765 | $ 5,267 |
Additions during the period: | ||
Acquisitions | 4,226 | 1,712 |
Operations | 2,410 | 3,945 |
Lease Terminations | (80) | (612) |
Repayments of leases | (3,822) | (2,547) |
Balance | 10,499 | 7,765 |
Gross lease payments | 12,530 | 8,896 |
Less: finance charges | (2,031) | (1,131) |
Net lease liabilities | 10,499 | 7,765 |
Less than 1 year | ||
Additions during the period: | ||
Gross lease payments | 3,979 | 3,491 |
Between 1 and 5 years | ||
Additions during the period: | ||
Gross lease payments | 7,443 | 5,367 |
More than five years | ||
Additions during the period: | ||
Gross lease payments | 1,108 | 38 |
Vehicle lease | ||
Lease liabilities | ||
Balance | 2,414 | 1,627 |
Additions during the period: | ||
Acquisitions | 571 | 109 |
Operations | 347 | 1,385 |
Repayments of leases | (1,339) | (707) |
Balance | 1,993 | 2,414 |
Net lease liabilities | $ 1,993 | 2,414 |
Vehicle lease | Minimum | ||
Lease liabilities | ||
Incremental borrowing rate | 1.70% | |
Vehicle lease | Maximum | ||
Lease liabilities | ||
Incremental borrowing rate | 12% | |
Real estate lease | ||
Lease liabilities | ||
Incremental borrowing rate | 8% | |
Balance | $ 5,351 | 3,640 |
Additions during the period: | ||
Acquisitions | 3,655 | 1,603 |
Operations | 2,063 | 2,560 |
Lease Terminations | (80) | (612) |
Repayments of leases | (2,483) | (1,840) |
Balance | 8,506 | 5,351 |
Net lease liabilities | $ 8,506 | $ 5,351 |
Long-term Debt - SBA loan (Deta
Long-term Debt - SBA loan (Details) | 12 Months Ended | ||
Feb. 01, 2021 USD ($) installment | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Long-term Debt | |||
Monthly payments | $ 250,000 | ||
Additions: | |||
Repayments | (11,900,000) | $ (10,416,000) | |
SBA loan | |||
Long-term Debt | |||
Principal amount | $ 150,000 | ||
Interest rate | 3.75% | ||
Incremental borrowing rate | 6% | ||
Fair value of debt | $ 119,000 | ||
Number of equal monthly installments | installment | 360 | ||
Monthly payments | $ 731 | ||
Beginning Balance | 121,000 | ||
Additions: | |||
Acquisitions | 119,000 | ||
Interest expense | 7,000 | 5,000 | |
Repayments | (8,000) | (3,000) | |
Ending Balance | $ 120,000 | $ 121,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 12 Months Ended | |||||||
May 13, 2021 | Jun. 30, 2020 item $ / shares shares | Jun. 29, 2020 $ / shares shares | Dec. 31, 2018 item | Sep. 30, 2021 USD ($) shares | Sep. 30, 2021 CAD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2020 $ / shares | |
Stockholder's Equity | ||||||||
Share capital | $ | $ 79,547,000 | |||||||
Number of classes of common stock outstanding | item | 1 | |||||||
Reverse stock split | 0.25 | |||||||
Number of shares issued for each warrant | 1 | |||||||
Term of warrants | 12 months | |||||||
Exercise price of warrants | $ / shares | $ 6.40 | |||||||
Number of warrants exercised | 13,559,300 | 13,559,300 | ||||||
Proceeds from exercise of warrants | $ | $ 17,474,000 | |||||||
Private Placement | ||||||||
Stockholder's Equity | ||||||||
Number of pre-consolidation common share in each unit | 1 | |||||||
Number of warrants in each unit | 0.5 | |||||||
Number of common share warrants | 13,839,413 | |||||||
Number of warrants exercised | item | 4 | |||||||
Number of shares issued for each warrant | 1 | |||||||
Term of warrants | 12 months | |||||||
Exercise price of warrants | $ / shares | $ 6.40 | $ 6.40 | ||||||
Number of warrants exercised | 13,559,300 | 13,559,300 | ||||||
Common shares exercised | 3,389,825 | 3,389,825 | ||||||
Proceeds from exercise of warrants | $ 17,473,000 | $ 21,695,000 |
Shareholders' Equity - Warrants
Shareholders' Equity - Warrants activity (Details) - $ / shares | 12 Months Ended | |
Jun. 29, 2021 | Sep. 30, 2021 | |
Warrant activity | ||
Expired (in shares) | (280,113) | |
Private Placement | ||
Warrant activity | ||
Beginning balance (in shares) | 3,460,000 | |
Exercised | (3,389,825) | |
Expired (in shares) | (70,000) | |
Beginning balance (in dollars per share) | $ 6.40 | |
Exercised (in dollars per share) | 6.40 | |
Expired (in dollars per share) | 6.40 | |
Weighted average share price | $ 7.86 |
Shareholders' Equity - Issuance
Shareholders' Equity - Issuance Costs (Details) - Compensation options to underwriters | 12 Months Ended |
Sep. 30, 2022 EquityInstruments $ / shares | |
Stockholder's Equity | |
Issued (in shares) | 129,808 |
Exercise price | $ 5.20 |
Contractual term | 2 years |
Private Placement | |
Stockholder's Equity | |
Issued (in shares) | EquityInstruments | 367,826 |
Exercise price | $ 4.60 |
Contractual term | 2 years |
Shareholders' Equity - Compensa
Shareholders' Equity - Compensation options activity (Details) Unit_Standard_pure_lYdVegJ_HkmGJo29SHdSWg in Thousands, EquityInstruments in Thousands | 12 Months Ended | |
Sep. 30, 2022 EquityInstruments $ / shares | Sep. 30, 2021 EquityInstruments $ / shares | |
Stockholder's Equity | ||
Balance (in shares) | 130 | |
Exercised (in shares) | (130) | |
Balance (in dollars per share) | $ 5.20 | |
Exercised (in dollars per share) | $ 5.20 | |
Compensation options to underwriters | ||
Stockholder's Equity | ||
Balance (in shares) | EquityInstruments | 115 | 353 |
Exercised (in shares) | EquityInstruments | (115) | (238) |
Balance (in shares) | EquityInstruments | 115 | |
Balance (in dollars per share) | $ 4.60 | |
Exercised (in dollars per share) | 4.60 | $ 4.60 |
Balance (in dollars per share) | 4.60 | |
Weighted average share price | $ 5.75 | $ 8.27 |
Shareholders' Equity - Shares i
Shareholders' Equity - Shares issued on acquisition (Details) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2022 USD ($) EquityInstruments $ / shares | Jan. 31, 2021 USD ($) EquityInstruments $ / shares | Sep. 30, 2022 USD ($) | Mar. 31, 2021 USD ($) | Oct. 23, 2020 USD ($) | |
Stockholder's Equity | |||||
Loss on settlement of shares to be issued | $ 442,000 | ||||
Sleepwell, LLC | |||||
Stockholder's Equity | |||||
Consideration in shares (Value) | $ 657,000 | $ 2,376,000 | $ 657,000 | ||
Consideration in shares (Shares) | EquityInstruments | 246,000 | 629,000 | |||
Issue price per share | $ / shares | $ 3.78 | ||||
Discount rate | 15% | 25% | 3.46% | 15% | |
Cash consideration | $ 1,100,000 | $ 320,000 | $ 6,623,000 | ||
Loss on settlement of shares to be issued | $ 442,000 | ||||
Futures contract | |||||
Stockholder's Equity | |||||
Consideration in shares (Value) | $ 657,000 | ||||
Consideration in shares (Shares) | EquityInstruments | 246,000 | ||||
Issue price per share | $ / shares | $ 2.67 | ||||
Discount rate | 25% |
Shareholders' Equity - Stock op
Shareholders' Equity - Stock option activity (Details) Unit_Standard_pure_lYdVegJ_HkmGJo29SHdSWg in Thousands, EquityInstruments in Thousands | 12 Months Ended | |
Sep. 30, 2022 EquityInstruments item $ / shares shares | Sep. 30, 2021 EquityInstruments $ / shares | |
Stockholder's Equity | ||
Balance (in shares) | 130 | |
Exercised (in shares) | (130) | |
Balance (in dollars per share) | $ 5.20 | |
Exercised (in dollars per share) | 5.20 | |
Maximum | ||
Stockholder's Equity | ||
Fair value of stock options | $ 4.42 | 4.42 |
Minimum | ||
Stockholder's Equity | ||
Fair value of stock options | $ 3.33 | $ 3.27 |
Stock options | ||
Stockholder's Equity | ||
Balance (in shares) | EquityInstruments | 3,786 | 2,627 |
Granted (in shares) | EquityInstruments | 195 | 1,396 |
Exercised (in shares) | EquityInstruments | (33) | (117) |
Expired (in shares) | EquityInstruments | (55) | (65) |
Forfeited (in shares) | EquityInstruments | (142) | (55) |
Balance (in shares) | EquityInstruments | 3,751 | 3,786 |
Balance (in dollars per share) | $ 4.15 | $ 1.99 |
Granted (in dollars per share) | 6.93 | 8.40 |
Exercised (in dollars per share) | 0.99 | 2.20 |
Expired (in dollars per share) | 2.40 | 3.69 |
Forfeited (in dollars per share) | 6.87 | 8.39 |
Balance (in dollars per share) | $ 4.24 | 4.15 |
Vested (in shares) | shares | 2,907,000 | |
Vested (in dollars per share) | $ 2.98 | |
Weighted average share price | $ 6.56 | $ 8.11 |
Stock options | Maximum | ||
Stockholder's Equity | ||
Contractual term | 10 years | |
Number of quarters in vesting period | item | 12 | |
Stock options | Minimum | ||
Stockholder's Equity | ||
Number of quarters in vesting period | item | 8 |
Shareholders' Equity - Fair val
Shareholders' Equity - Fair value of options (Details) - Stock options | 12 Months Ended | |
Sep. 30, 2022 CAD ($) Y $ / shares | Sep. 30, 2021 CAD ($) Y $ / shares | |
Stockholder's Equity | ||
Expected life of option | 10 | |
Expected dividend yield | $ | ||
Minimum | ||
Stockholder's Equity | ||
Share price at grant date | $ / shares | $ 6.20 | $ 8.48 |
Risk-free interest rate | 1.78% | 0.92% |
Expected volatility | 54.54% | 48.96% |
Expected life of option | 4.75 | |
Maximum | ||
Stockholder's Equity | ||
Share price at grant date | $ / shares | $ 6.75 | $ 9.76 |
Risk-free interest rate | 3.33% | 1.63% |
Expected volatility | 55.67% | 55.08% |
Expected life of option | 10 |
Shareholders' Equity - Restrict
Shareholders' Equity - Restricted stock units (Details) - Restricted stock units | 12 Months Ended | |||
Feb. 01, 2022 EquityInstruments installment shares | May 20, 2021 EquityInstruments shares | Sep. 30, 2022 EquityInstruments | Sep. 30, 2021 EquityInstruments | |
Stockholder's Equity | ||||
Granted (in shares) | 953,750 | 81,000 | 954,000 | |
Number of common shares for each unit | shares | 1 | 1 | ||
Vesting period | 2 years | |||
Vesting Percentage | 12.50% | |||
Vesting frequency within vesting period | 3 months | |||
Number of Installments for Vesting | installment | 4 | |||
Restricted stock units being vested | 61,005 | |||
Officers | ||||
Stockholder's Equity | ||||
Granted (in shares) | 81,340 |
Shareholders' Equity - Restri_2
Shareholders' Equity - Restricted stock units activity (Details) - Restricted stock units | 12 Months Ended | ||
May 20, 2021 EquityInstruments | Sep. 30, 2022 EquityInstruments $ / shares | Sep. 30, 2021 EquityInstruments $ / shares | |
Stockholder's Equity | |||
Balance at beginning (in shares) | EquityInstruments | 954,000 | ||
Granted (in shares) | EquityInstruments | 953,750 | 81,000 | 954,000 |
Forfeited (in shares) | EquityInstruments | (105,000) | ||
Balance at ending (in shares) | EquityInstruments | 930,000 | 954,000 | |
Balance at beginning (in dollars per share) | $ / shares | $ 8.48 | ||
Granted (in dollars per share) | $ / shares | 6.83 | $ 8.48 | |
Forfeited (in dollars per share) | $ / shares | 8.48 | ||
Balance at ending (in dollars per share) | $ / shares | $ 8.34 | $ 8.48 |
Shareholders' Equity - Stock-ba
Shareholders' Equity - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Stockholder's Equity | ||
Stock-based compensation expense | $ 5,493 | $ 4,952 |
Restricted stock units | ||
Stockholder's Equity | ||
Stock-based compensation expense | 2,659 | 2,636 |
Stock options | ||
Stockholder's Equity | ||
Stock-based compensation expense | $ 2,834 | $ 2,316 |
Commitments and contingencies (
Commitments and contingencies (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | |
Commitments and contingencies | ||
Litigation expenses settled, included in operating expenses. | $ 150,000 | |
Less than 1 year | ||
Commitments and contingencies | ||
Future payments pursuant to the leases | $ 73,000 |
Operating expenses (Details)
Operating expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses | ||
Payroll and employee benefits | $ 41,456 | $ 29,549 |
Facilities | 3,360 | 2,101 |
Billing | 6,346 | 3,887 |
Professional fees | 3,100 | 2,566 |
Marketing costs | 1,461 | 1,005 |
Outbound freight | 2,165 | 1,378 |
All other | 7,315 | 4,319 |
Total operating expenses | $ 65,203 | $ 44,805 |
Income taxes - Reconciliation (
Income taxes - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income taxes | ||
Federal and state statutory income tax rate | 25.90% | 27.70% |
Reconciliation | ||
Income (loss) before taxes | $ 2,935 | $ (9,329) |
Expected income tax expense (recovery) (statutory income tax rate of 25.9% and 27.7%, respectively) | 759 | (2,586) |
Difference in foreign tax rates | (57) | 86 |
Tax rate changes and other adjustments | 270 | (614) |
Stock-based compensation and non-deductible expenses | 1,436 | 2,964 |
Other income from government grant | (1,101) | |
State taxes - US | 609 | 645 |
Recognition of deferred tax assets not previously recognized | (3,820) | (3,650) |
Recovery of income taxes | $ (1,904) | $ (3,155) |
Income taxes - Deferred tax ass
Income taxes - Deferred tax assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Net deferred tax | $ 0 | $ 0 | $ 0 |
Net operating losses - US | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets | 5,403 | 6,312 | |
Lease Liabilities - US | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets | 2,202 | ||
Property, equipment, and right of use assets, net | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax liabilities | (8,498) | (6,015) | |
Intangible assets, net | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax liabilities | (2,034) | ||
Other | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets | 171 | ||
Deferred tax liabilities | (23) | $ (297) | |
Reserve for expected credit losses | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax assets | $ 2,779 |
Income taxes - Deferred tax a_2
Income taxes - Deferred tax assets and liabilities offset (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income taxes | ||
Balance at beginning of year | $ 0 | $ 0 |
Recognized in consolidated statement of income (loss) | (2,513) | (3,800) |
Recognized in goodwill | 2,513 | 3,800 |
Balance at end of year | $ 0 | $ 0 |
Income taxes - Unrecognized def
Income taxes - Unrecognized deferred tax assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Unrecognized tax benefits | $ 8,011 | $ 11,740 |
Intangible assets, net | UNITED STATES | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Unrecognized tax benefits | 273 | |
Intangible assets, net | CANADA | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Unrecognized tax benefits | 47 | 54 |
Reserve for expected credit losses | UNITED STATES | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Unrecognized tax benefits | 1,068 | |
Net capital losses carried forward | CANADA | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Unrecognized tax benefits | 130 | 141 |
Non-capital losses | UNITED STATES | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Unrecognized tax benefits | 403 | 650 |
Non-capital losses | CANADA | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Unrecognized tax benefits | 7,139 | 7,266 |
Share issuance costs | CANADA | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Unrecognized tax benefits | $ 292 | 501 |
Other | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Unrecognized tax benefits | $ 1,787 |
Income taxes - Non-capital inco
Income taxes - Non-capital income tax losses (Details) | Sep. 30, 2022 USD ($) |
UNITED STATES | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |
Operating loss carryforwards, not subject to expiration | $ 7,628,000 |
UNITED STATES | 2039 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |
Operating loss carryforwards, subject to expiration | 14,806,000 |
CANADA | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |
Operating loss carryforwards, not subject to expiration | 968,000 |
CANADA | 2027 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |
Operating loss carryforwards, subject to expiration | $ 26,439,000 |
Gain (loss) per share - Basic a
Gain (loss) per share - Basic and diluted gain (loss) per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Gain (loss) per share | ||
Net income (loss) | $ 4,839 | $ (6,174) |
Basic weighted average number of shares | 33,647 | 30,438 |
Diluted weighted average number of shares | 36,302 | 30,438 |
Total - Basic | $ 0.14 | $ (0.20) |
Total - Diluted | $ 0.13 | $ (0.20) |
Related party transactions - Na
Related party transactions - Narrative (Details) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) ft² lease | Sep. 30, 2021 USD ($) | |
Chief Executive Officer | |||
Related party transactions | |||
Number of leases | lease | 6 | ||
Lease area | ft² | 74,520 | ||
Lease payments | $ 52,000 | $ 52,000 | |
Increased lease rent per month | $ 65,000 | ||
Percentage of Increase in annual lease rent | 3% | ||
Chief Executive Officer | Lease expiring June 2026 | |||
Related party transactions | |||
Number of leases | lease | 1 | ||
Chief Executive Officer | Lease expiring September 2029 | |||
Related party transactions | |||
Number of leases | lease | 5 | ||
Director | |||
Related party transactions | |||
Fees for directors | $ 287,000 | 203,000 | |
Stock-based compensation for Directors | $ 381,000 | $ 1,067,000 |
Related party transactions - Co
Related party transactions - Compensation to key management personnel (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Related party transactions | ||
Salaries and benefits paid during the year | $ 1,030 | $ 968 |
Stock-based compensation | 2,626 | 1,036 |
Total | $ 3,656 | $ 2,004 |