Business Combinations | 3 Business combinations i) On January 1, 2020, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Coral Springs, Florida, for cash consideration of approximately $2.1 million (Coral Springs Acquisition). In accordance with the transaction agreement, $100,000 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller during June 2020. This asset acquisition was considered a business combination. The Company has made a fair value determination of the acquired assets and assumed liabilities as follows: $ Assets acquired Current assets Prepaid expenses 32,961 Non-current Security deposits 368,601 Property and equipment 412,400 Operating lease right-of-use 2,427,618 3,241,580 Liabilities assumed Non-current Operating lease liabilities (right-of-use) 2,427,618 Net assets acquired 813,962 Goodwill 1,274,764 Purchase price 2,088,726 This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $4.1 million and income before tax of approximately $0.7 million to the Company’s consolidated results for the twelve months ended December 31, 2020. In our estimation, this acquisition would have contributed revenue of approximately $5.4 million and income before tax of approximately $0.9 million to the Company’s consolidated results for the twelve months ended December 31, 2019. ii) On January 1, 2020, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Crystal Lake, Illinois, for cash consideration of approximately $1.2 million (Crystal Lake Acquisition). In accordance with the transaction agreement, $60,000 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller during June 2020. This asset acquisition was considered a business combination. The Company has made a fair value determination of the acquired assets and assumed liabilities as follows: $ Assets acquired Non-current Security deposits 5,799 Property and equipment 820,000 Operating lease right-of-use 554,830 1,380,629 Liabilities assumed Non-current Operating lease liabilities (right-of-use) 554,830 Net assets acquired 825,799 Goodwill 400,000 Purchase price 1,225,799 This acquisition was an opportunity for the Company to increase its presence in Illinois. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $1.0 million and income before tax of approximately $0.2 million to the Company’s consolidated results for the twelve months ended December 31, 2020. In our estimation, this acquisition would have contributed revenue of approximately $1.1 million and income before tax of approximately $0.2 million to the Company’s consolidated results for the twelve months ended December 31, 2019. iii) On April 1, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Davie, Florida, for cash consideration of $450,000 (Davie Acquisition). In accordance with the transaction agreement, $50,000 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller on October 1, 2019. The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows: $ Assets acquired Non-current Property and equipment 170,000 Operating lease right-of-use 427,558 597,558 Liabilities assumed Non-current Operating lease liabilities (right-of-use) 427,558 Net assets acquired 170,000 Goodwill 280,000 Purchase price 450,000 This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $0.4 million and loss before tax of approximately $41 thousand to the Company’s consolidated results for the twelve months ended December 31, 2019. The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $0.5 million in revenue and $54 thousand in loss before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $247.6 million and $13.2 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition. iv) On April 15, 2019, the Company announced that it had, through a subsidiary, entered into purchase agreements to acquire 27 imaging centres (Florida – 21 and Georgia – 6) operated under ADG, The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centres were managed by ADG’s management team. On May 31, 2019, the Company announced the closing of these acquisitions. Pursuant to the purchase agreements, the Company acquired all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (the ADG Acquisitions). The total purchase price (excluding earn-out) earn-out The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. Intangible assets include covenant not to compete, trade name and license arrangements. A deferred tax liability was assumed as part of the net assets acquired in the ADG Acquisitions. $ Assets acquired Current assets Cash 3,585,672 Accounts receivable 19,418,814 Prepaid expenses 269,012 23,273,498 Non-current Property and equipment 11,508,940 Intangible assets 5,870,000 Operating lease right-of-use 16,912,896 34,291,836 57,565,334 Liabilities assumed Current liabilities Accounts payable and accrued liabilities 5,634,661 Non-current Deferred tax liability 422,056 Operating lease liabilities (right-of-use) 16,912,896 17,334,952 22,969,613 Net assets acquired 34,595,721 Goodwill 195,937,055 Purchase price (cash and shares) 215,784,755 Purchase price (ADG Acquisition – earn-out 14,748,021 These acquisitions were an opportunity for the Company to increase its economies of scale across Florida and enter the Georgia market. The goodwill assessed on acquisition, expected to not be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of these acquisitions have been included in the Company’s consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, these acquisitions contributed revenue of approximately $42.5 million and income before tax of approximately $17.4 million to the Company’s consolidated results for the twelve months ended December 31, 2019. The Company has estimated the contribution to the Company’s consolidated results from these acquisitions had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $72.6 million in revenue and $29.7 million in income before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $277.5 million and $25.5 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition. v) On May 31, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Deltona, Florida, for a cash consideration of $648,387 (Deltona Acquisition). The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows: $ Assets acquired Non-current Property and equipment 295,000 Operating lease right-of-use 154,136 449,136 Liabilities assumed Current liabilities Accounts payable and accrued liabilities 57,880 Non-current Operating lease liabilities (right-of-use) 154,136 212,016 Net assets acquired 237,120 Goodwill 411,267 Purchase price 648,387 This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $1.9 million and income before tax of approximately $0.6 million to the Company’s consolidated results for the twelve months ended December 31, 2019. The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $3.2 million in revenue and $1.0 million in income before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $248.8 million and $13.6 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition. vi) On August 16, 2019, the Company acquired, through a subsidiary, five outpatient diagnostic imaging centres in El Paso, Texas, for cash consideration of $11 million (El Paso Acquisition). The cash purchase price was decreased during 2020 by approximately $16 thousand due to working capital adjustments in accordance with the purchase agreement. The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. The intangible assets consist of the trade name and covenants not to compete. 2020 2019 $ $ Assets acquired Current assets Accounts receivable 1,275,726 1,275,726 Prepaid expenses 19,789 19,789 1,295,515 1,295,515 Non-current Property and equipment 3,922,481 3,922,481 Operating lease right-of-use 3,683,989 3,683,989 Intangible assets 720,000 720,000 9,621,985 9,621,985 Liabilities assumed Current liabilities Accounts payable and accrued liabilities 1,174,040 1,024,631 Non-current Operating lease liabilities (right-of-use) 3,683,989 3,683,989 4,858,029 4,708,620 Net assets acquired 4,763,956 4,913,365 Goodwill 6,220,153 6,086,635 Purchase price 10,984,109 11,000,000 This acquisition was an opportunity for the Company to increase its economies of scale in Texas. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $5.3 million and income before tax of approximately $1.1 million to the Company’s consolidated results for the twelve months ended December 31, 2019. The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $14.0 million in revenue and $3.0 million in income before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $256.1 million and $15.0 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition. vii) On October 4, 2019, the Company acquired, through a subsidiary, three outpatient diagnostic imaging centres in West Palm Beach, Florida, for cash consideration of approximately $18 million (West Palm Beach Acquisition). The cash purchase price was decreased during 2020 by approximately $0.1 million due to working capital adjustments in accordance with the purchase agreement. The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. The intangible assets consist of the trade name and covenants not to compete. 2020 2019 $ $ Assets acquired Current assets Accounts receivable 2,085,491 2,085,491 Prepaid expenses 90,454 90,454 2,175,945 2,175,945 Non-current Security deposits 9,000 9,000 Property and equipment 2,432,234 2,432,234 Operating lease right-of-use 13,625,521 13,625,521 Intangible assets 1,080,000 1,080,000 19,322,700 19,322,700 Liabilities assumed Current liabilities Accounts payable and accrued liabilities 1,404,268 1,311,471 Non-current Finance leases 587,434 587,434 Operating lease liabilities (right-of-use) 13,625,521 13,625,521 15,617,223 15,524,426 Net assets acquired 3,705,477 3,798,274 Goodwill 14,064,109 14,071,312 Purchase price 17,769,586 17,869,586 This acquisition was an opportunity for the Company to increase its economies of scale in Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $4.8 million and income before tax of approximately $0.4 million to the Company’s consolidated results for the twelve months ended December 31, 2019. The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $19.8 million in revenue and $1.6 million in income before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $262.4 million and $14.4 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition. |