Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document and Entity Information [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | ASSURE HOLDINGS CORP. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001798270 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 918 | $ 4,386 |
Accounts receivable, net | 22,683 | 14,965 |
Income tax receivable | 150 | 150 |
Other current assets | 104 | 618 |
Due from PEs | 5,734 | 4,856 |
Due from related parties | 334 | |
Total current assets | 29,589 | 24,975 |
Equity method investments | 638 | 608 |
Fixed assets | 109 | 356 |
Operating lease right of use asset | 124 | |
Finance lease right of use asset | 877 | 608 |
Deferred tax asset, net | 144 | |
Intangibles, net | 3,763 | 4,115 |
Goodwill | 4,448 | 2,857 |
Total assets | 39,568 | 33,643 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,069 | 2,871 |
Current portion of debt | 4,100 | |
Current portion of lease liability | 579 | 521 |
Current portion of acquisition liability | 306 | |
Other current liabilities | 10 | 96 |
Total current liabilities | 2,964 | 7,588 |
Lease liability, net of current portion | 750 | 772 |
Debt, net of current portion | 10,451 | 2,251 |
Acquisition liability | 561 | |
Acquisition share issuance liability | 540 | 540 |
Fair value of stock option liability | 40 | 16 |
Performance share issuance liability | 2,668 | |
Deferred tax liability, net | 599 | |
Total liabilities | 15,306 | 14,434 |
Commitments and contingencies (Note 7) | ||
SHAREHOLDERS' EQUITY | ||
Common stock: $0.001 par value; 180,000,000 shares authorized; 11,839,304 and 11,275,788 shares issued and outstanding, as of September 30, 2021 and December 31, 2020, respectively | 12 | 11 |
Additional paid-in capital | 38,385 | 30,886 |
Accumulated deficit | (14,135) | (11,688) |
Total shareholders' equity | 24,262 | 19,209 |
Total liabilities and shareholders' equity | $ 39,568 | $ 33,643 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 180,000,000 | 900,000,000 | 180,000,000 | |
Common stock, shares issued | 11,839,304 | 11,275,788 | 34,795,313 | |
Common stock, shares outstanding | 11,839,304 | 11,275,788 | 34,795,313 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||||||||||||
Revenue | $ 8,546 | $ 5,964 | $ 3,963 | $ (10,736) | $ 4,333 | $ (4,659) | $ 7,951 | $ 8,389 | $ 6,044 | $ 19,533 | $ (2,440) | $ 3,524 | $ 17,725 |
Cost of revenues | 4,254 | 2,232 | 9,956 | 5,062 | 7,912 | 4,955 | |||||||
Gross margin | 4,292 | 1,731 | 9,577 | (7,502) | (4,388) | 12,770 | |||||||
Operating expenses | |||||||||||||
General and administrative | 3,180 | 1,957 | 10,275 | 5,853 | 9,592 | 8,427 | |||||||
Sales and marketing | 247 | 349 | 748 | 801 | 1,209 | 1,435 | |||||||
Depreciation and amortization | 293 | 249 | 965 | 769 | 1,014 | 537 | |||||||
Total operating expenses | 3,720 | 2,555 | 11,988 | 7,423 | 11,815 | 10,399 | |||||||
Income (loss) from operations | 572 | (824) | (2,411) | (14,925) | (16,203) | 2,371 | |||||||
Other income (expenses) | |||||||||||||
Income (loss) from equity method investments | 139 | (232) | 136 | (1,449) | (1,194) | 1,305 | |||||||
Other income (expense), net | (27) | (3) | (29) | 50 | 89 | 172 | |||||||
Accretion expense | (171) | (227) | (386) | (619) | (782) | (74) | |||||||
Interest expense, net | (264) | (58) | (500) | (164) | (530) | (252) | |||||||
Total other expense | (323) | (520) | (779) | (2,182) | (1,018) | 1,151 | |||||||
Income (loss) before income taxes | 249 | $ (114) | (1,344) | $ (15,284) | $ (479) | $ (8,942) | $ 4,763 | $ 5,324 | $ 2,377 | (3,190) | (17,107) | (17,221) | 3,522 |
Income tax benefit (expense) | (158) | 367 | 743 | 2,396 | 2,185 | (806) | |||||||
Net loss | $ 91 | $ (977) | $ (2,447) | $ (14,711) | $ (15,036) | $ 2,716 | |||||||
Income (loss) per share | |||||||||||||
Basic | $ 0.01 | $ (0.14) | $ (0.21) | $ (2.11) | $ (0.41) | $ 0.08 | |||||||
Diluted | $ 0.01 | $ (0.14) | $ (0.21) | $ (2.11) | $ (0.41) | $ 0.06 | |||||||
Weighted average number of shares used in per share calculation - basic | 11,838,032 | 6,988,058 | 11,528,371 | 6,968,728 | 36,233,127 | 34,402,607 | |||||||
Weighted average number of shares used in per share calculation - diluted | 15,724,103 | 6,988,058 | 11,528,371 | 6,968,728 | 36,233,127 | 41,912,607 | |||||||
Patient service fees, net | |||||||||||||
Revenue | |||||||||||||
Revenue | $ 6,443 | $ 2,965 | $ 13,087 | $ (6,342) | $ (3,443) | $ 13,738 | |||||||
Hospital, management and other | |||||||||||||
Revenue | |||||||||||||
Revenue | $ 2,103 | $ 998 | $ 6,446 | $ 3,902 | $ 6,967 | $ 3,987 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||||
Net loss | $ (2,447) | $ (14,711) | $ (15,036) | $ 2,716 |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Cash receipts from operations | 13,794 | 8,014 | ||
(Income) loss from equity method investments | (136) | 1,449 | 1,194 | (1,305) |
Stock-based compensation | 818 | 456 | 548 | 1,259 |
Depreciation and amortization | 599 | 769 | 1,014 | 537 |
Amortization of debt issuance costs | 53 | |||
Provision for broker warrant fair value | 14 | |||
Provision for stock option fair value | 24 | (50) | (50) | 8 |
Accretion expense | 386 | 619 | 782 | 74 |
Tax impact of equity component of convertible debt issuance | (288) | (388) | ||
Change in operating assets and liabilities | ||||
Accounts receivable, net | (5,723) | 16,243 | 2,104 | (14,879) |
Prepaid expenses | 177 | (116) | ||
Right of use assets | 291 | (301) | ||
Accounts payable and accrued liabilities | (1,045) | (3,126) | (1,494) | 509 |
Due from related parties | (1,121) | (1,113) | (2,573) | (1,903) |
Lease liability | (399) | (172) | 843 | |
Income taxes | (743) | (1,715) | (55) | |
Other assets and liabilities | (86) | (209) | 66 | 99 |
Net cash used in operating activities | (9,352) | (1,848) | (2,533) | (4,228) |
Cash flows from investing activities | ||||
Purchase of fixed assets | (33) | (319) | (48) | |
Net cash paid for acquisitions | (204) | (3,934) | (7,736) | (466) |
Distributions received from equity method investments | 312 | 424 | ||
Distributions received from equity method investments | 558 | 979 | ||
Net cash provided by (used in) investing activities | 108 | (3,543) | (7,497) | 465 |
Cash flows from financing activities | ||||
Proceeds from exercise of stock options | 19 | 19 | 16 | |
Proceeds from share issuance, net | 832 | 102 | 9,611 | |
Proceeds from promissory note | 1,978 | 2,000 | ||
Repayment of promissory note | (1,418) | (582) | ||
Proceeds from Paycheck Protection Program loan | 1,665 | 1,211 | 1,211 | |
Proceeds from line of credit | 2,122 | 2,122 | 1,000 | |
Repayment of line of credit | (1,000) | (1,000) | (274) | |
Proceeds from debenture | 7,360 | |||
Repayment of short term debt | (4,100) | |||
Proceeds from convertible debenture | 2,485 | 2,485 | 965 | |
Net cash provided by financing activities | 5,776 | 5,480 | 14,357 | 2,991 |
Increase (decrease) in cash | (3,468) | 89 | 4,327 | (772) |
Cash at beginning of period | 4,386 | 59 | 59 | 831 |
Cash at end of period | 918 | 148 | 4,386 | 59 |
Supplemental cash flow information | ||||
Interest paid | 301 | 145 | 498 | 119 |
Income taxes paid | 62 | $ 55 | 156 | |
Supplemental non-cash flow information | ||||
Purchase of equipment with finance leases | $ 431 | $ 269 | ||
Reclassification warrant fair value at exercise to equity | 70 | |||
Related party receivable settled for common shares | $ (2,191) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Retained earnings (deficit) | Total |
Beginning Balances at Dec. 31, 2019 | $ 7 | $ 6,710 | $ 3,348 | $ 10,065 |
Beginning Balances (in shares) at Dec. 31, 2019 | 6,959,063 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share issuance, net | 102 | 102 | ||
Share issuance, net (in shares) | 25,184 | |||
Settlement of Payables | 40 | 40 | ||
Settlement of payables (in shares) | 10,000 | |||
Stock-based compensation | 456 | 456 | ||
Expected tax loss of future stock compensation option exercises | (288) | (288) | ||
Equity component of convertible debt issuance | 1,220 | 1,220 | ||
Fair value of finders' warrants | 46 | 46 | ||
Net income (loss) | (14,711) | (14,711) | ||
Ending Balance at Sep. 30, 2020 | $ 7 | 8,286 | (11,363) | (3,070) |
Ending Balance (in shares) at Sep. 30, 2020 | 6,994,247 | |||
Beginning Balances at Dec. 31, 2019 | $ 7 | 6,710 | 3,348 | 10,065 |
Beginning Balances (in shares) at Dec. 31, 2019 | 6,959,063 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share issuance, net | $ 16 | 9,595 | 9,611 | |
Share issuance, net (in shares) | 16,483,626 | |||
Exercise of stock options | 19 | 19 | ||
Exercise of stock options (in shares) | 50,000 | |||
Settlement of Payables | 40 | 40 | ||
Settlement of payables (in shares) | 50,000 | |||
Stock-based compensation | 548 | 548 | ||
Tax impact of equity component of convertible debt issuance | (388) | (388) | ||
Equity component of convertible debt issuance | 961 | 961 | ||
Fair value of finders' warrants | 46 | 46 | ||
Settlement of performance share liability | $ 5 | 13,338 | 13,343 | |
Settlement of performance share liability (in shares) | 5,000,000 | |||
Net income (loss) | (15,036) | (15,036) | ||
Ending Balance at Dec. 31, 2020 | $ 11 | 30,886 | (11,688) | 19,209 |
Ending Balance (in shares) at Dec. 31, 2020 | 11,275,788 | |||
Beginning Balances at Jun. 30, 2020 | $ 7 | 8,056 | (10,386) | (2,323) |
Beginning Balances (in shares) at Jun. 30, 2020 | 6,959,063 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share issuance, net | 102 | 102 | ||
Share issuance, net (in shares) | 25,184 | |||
Settlement of Payables | 40 | 40 | ||
Settlement of payables (in shares) | 10,000 | |||
Stock-based compensation | 88 | 88 | ||
Net income (loss) | (977) | (977) | ||
Ending Balance at Sep. 30, 2020 | $ 7 | 8,286 | (11,363) | (3,070) |
Ending Balance (in shares) at Sep. 30, 2020 | 6,994,247 | |||
Beginning Balances at Dec. 31, 2020 | $ 11 | 30,886 | (11,688) | 19,209 |
Beginning Balances (in shares) at Dec. 31, 2020 | 11,275,788 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share issuance, net | 832 | 832 | ||
Share issuance, net (in shares) | 171,032 | |||
Share issuance, acquisition related | $ 1 | 2,274 | 2,275 | |
Share issuance, acquisition related (in shares) | 332,117 | |||
Exercise of stock options | 19 | 19 | ||
Exercise of stock options (in shares) | 3,000 | |||
Convertible debt converted into shares | 60 | 60 | ||
Convertible debt converted into shares (in shares) | 13,384 | |||
Other (in shares) | 15 | |||
Stock-based compensation | 818 | 818 | ||
Equity component of convertible debt issuance | 1,203 | 1,203 | ||
Settlement of performance share liability | 2,293 | 2,293 | ||
Settlement of performance share liability (in shares) | 43,968 | |||
Net income (loss) | (2,447) | (2,447) | ||
Ending Balance at Sep. 30, 2021 | $ 12 | 38,385 | (14,135) | 24,262 |
Ending Balance (in shares) at Sep. 30, 2021 | 11,839,304 | |||
Beginning Balances at Jun. 30, 2021 | $ 12 | 38,136 | (14,226) | 23,922 |
Beginning Balances (in shares) at Jun. 30, 2021 | 11,833,431 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options | 19 | 19 | ||
Exercise of stock options (in shares) | 3,000 | |||
Convertible debt converted into shares | 20 | 20 | ||
Convertible debt converted into shares (in shares) | 2,858 | |||
Other (in shares) | 15 | |||
Stock-based compensation | 210 | 210 | ||
Net income (loss) | 91 | 91 | ||
Ending Balance at Sep. 30, 2021 | $ 12 | $ 38,385 | $ (14,135) | $ 24,262 |
Ending Balance (in shares) at Sep. 30, 2021 | 11,839,304 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
NATURE OF OPERATIONS | ||
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Assure Holdings Corp. (the “Company” or “Assure”), through its two wholly-owned subsidiaries, Assure Neuromonitoring, LLC (“Neuromonitoring”) and Assure Networks, LLC (“Networks”), provides outsourced intraoperative neurophysiological monitoring (“IONM”) and is an emerging provider of remote neurology services. The Company delivers a turnkey suite of clinical and operational services to support surgeons and medical facilities during invasive procedures including spine, neurosurgery, ear, nose, and throat, cardiovascular and orthopedic. Accredited by The Joint Commission, Assure’s mission is to provide exceptional surgical care and a positive patient experience. IONM identifies real-time changes in spinal cord, brain, and peripheral nerve functions during high-risk surgeries to prevent injuries or accidental damage to patients that could lead to strokes, heart attacks, paralysis or other serious medical issues. IONM is well established and is regarded as the standard of care in U.S healthcare. Assure employs highly trained IONM technologists, who provide a direct point of contact in the operating room to relay critical information to the surgical team while Company physicians deliver remote neurology services in support of the surgical team. In addition, Assure offers surgeons and medical facilities a value-added platform that manages patient scheduling, billing and collections, physician relationship management and patient advocacy services. The high quality IONM support that Assure provides results in decreased hospital and surgeon liability, abbreviated patient stays, fewer readmissions, reduced hospital costs, enhanced overall patient satisfaction and the efficient achievement of better clinical outcomes. The Company maintains operations in twelve U.S. states. Assure believes that continued geographic expansion initiatives, facility-wide outsourcing agreements with medical facilities, the acceleration of its remote neurology services platform, and selective acquisitions will combine to generate substantial growth opportunities going forward. The Company was originally incorporated in Colorado on November 7, 2016. In conjunction with a reverse merger with Montreux Capital Corp., a British Columbia corporation, the Company was redomesticated from British Columbia to Nevada on May 16, 2017. Neuromonitoring was formed on August 25, 2015 in Colorado and it currently has multiple wholly-owned subsidiaries. The Company’s services are sold in the United States, directly through the Company. Networks was formed on November 7, 2016 in Colorado and holds varying ownerships interests in numerous Provider Network Entities (“PEs”), which are professional IONM entities. These entities are accounted for under the equity method of accounting. Networks also manages other PEs that Networks does not have an ownership interest and charges those PEs a management fee which is accounted for as service revenue. The Company operates in the United States in one segment. COVID-19 Our business and results of operations have been, and continues to be, adversely affected by the global COVID-19 pandemic and related events and we expect its impact to continue. The impact to date has included periods of significant volatility in various markets and industries, including the healthcare industry. The volatility has had, and we anticipate it will continue to have, an adverse effect on our customers and on our business, financial condition and results of operations, and may result in an impairment of our long-lived assets, including goodwill, increased credit losses and impairments of investments in other companies. In particular, the healthcare industry, hospitals and providers of elective procedures have been and may continue to be impacted by the pandemic and/or other events beyond our control, and further volatility could have an additional negative impact on these industries, customers, and our business. In addition, the COVID-19 pandemic and, to a lesser extent, the impact on other industries, including automotive, electronics and real estate, increased fuel costs, U.S. restrictions on trade, and transitory inflation have impacted and may continue to impact the financial conditions of our customers and the patients they serve. In addition, actions by United States federal, state and foreign governments to address the COVID-19 pandemic, including travel bans, stay-at-home orders and school, business and entertainment venue closures, also had and may continue to have a significant adverse effect on the markets in which we conduct our businesses. COVID-19 poses the risk that our workforce, suppliers, and other partners may be prevented from conducting normal business activities for an extended period of time, including due to shutdowns or stay-at-home orders that may be requested or mandated by governmental authorities. We have implemented policies to allow our employees to work remotely as a result of the pandemic as we reviewed processes related to workplace safety, including social distancing and sanitation practices recommended by the Centers for Disease Control and Prevention (CDC). The COVID-19 pandemic could also cause delays in acquiring new customers and executing renewals and could also impact our business as consumer behavior changes in response to the pandemic. Since the start of the second quarter of 2021, there has been increased availability and administration of vaccines against COVID-19, as well as an easing of restrictions on social, business, travel, and government activities and functions, including healthcare and elective surgeries, and we have experienced a gradual resumption of economic activities in our industries. On the other hand, infection rates continue to fluctuate in various regions and new strains of the virus, including the Delta variant, remain a risk, which may give rise to implementation of restrictions in the geographic areas that we serve. In addition, there are ongoing global impacts resulting from the pandemic, including disruption of the supply chains, product shortages, increased delivery costs, increased governmental regulation, strains on healthcare systems, and delays in shipments, product development, technology launches and facility access. We have been closely monitoring the COVID-19 pandemic and its impact on our business, including legislation to mitigate the impact of COVID-19 such as the Coronavirus Aid, Relief, and Economic Security (CARES) Act which was enacted in March 2020, and the American Rescue Plan Act of 2021 which was enacted in March 2021. Although a significant portion of our anticipated revenue for 2021 is derived from fixed-fee and minimum-guarantee arrangements, primarily from large, well-capitalized customers which we believe somewhat mitigates the risks to our business, our per-unit and variable-fee based revenue will continue to be susceptible to the volatility, supply chain disruptions, microchip shortages and potential market downturns induced by the COVID-19 pandemic. The full extent of the future impact of the COVID-19 pandemic on the Company’s operational and financial performance is uncertain and will depend on many factors outside the Company’s control, including, without limitation, the timing, extent, trajectory and duration of the pandemic; the availability, distribution and effectiveness of vaccines; the spread of new variants of COVID-19; the continued and renewed imposition of protective public safety measures; the impact of COVID-19 on integration of acquisitions, expansion plans, implementation of telemedicine, restrictions on elective procedures, delays in payor remittance and increased regulations; and the impact of the pandemic on the global economy and demand for consumer products. Although we are unable to predict the full impact and duration of the COVID-19 pandemic on our business, we are actively managing our financial expenditures in response to continued uncertainty. Further discussion of the potential impacts on our business from the COVID-19 pandemic is provided under Part I, Item 1A – Risk Factors of the Form 10-K. | 1. NATURE OF OPERATIONS Assure Holdings Corp. (“Assure” or the “Company”), through its two indirect wholly-owned subsidiaries, Assure Neuromonitoring, LLC (“Neuromonitoring”) and Assure Networks, LLC (“Networks”), provides technical and professional intraoperative neuromonitoring (“IONM”) surgical support services primarily associated with spine and head surgeries. These services have been recognized as the standard of care by hospitals and surgeons for risk mitigation. Assure Holdings, Inc., a wholly-owned subsidiary, employs most of the corporate employees and performs various corporate services on behalf of the consolidated Company. Neuromonitoring employs technologists who utilize technical equipment and their technical training to monitor EEG and EMG signals during surgical procedures and to pre-emptively notify the underlying surgeon of any nerve related issues that are identified. The technologists perform their services in the operating room during the surgeries. The technologists are certified by a third party credentialing agency. Networks performs similar support services as Neuromonitoring except that these services are provided by third party contracted neurologists or certified readers. The support services provided by Networks occurs at the same time and for the same surgeries as the support services provided by the Neuromonitoring technologist, except that they typically occur at an offsite location. The Company was originally incorporated in Colorado on November 7, 2016. In conjunction with a reverse merger, the Company was redomiciled in Nevada on May 16, 2017. Neuromonitoring was formed on August 25, 2015 in Colorado and currently has multiple wholly-owned subsidiaries. The Company’s services are sold in the United States, directly through the Company. Networks was formed on November 7, 2016 in Colorado and holds varying ownerships interests in numerous Provider Network Entities (“PEs”), which are professional IONM entities. These entities are accounted for under the equity method of accounting. Additionally, Networks manages other PEs that Networks does not have an ownership interest and charges those PEs a management fee. COVID-19 In December 2019, there was a global outbreak of COVID-19 (Coronavirus) that has resulted in changes in global supply of certain products. The pandemic is having an unprecedented impact on the U.S. economy as federal, state, and local governments react to this public health crisis, which has created significant uncertainties. These uncertainties include, but are not limited to, the potential adverse effect of the pandemic on the economy, the Company’s healthcare partners, the Company’s employees and patients. As the pandemic continues to grow, consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state, and local authorities to avoid large gatherings of people or self-quarantine are continuing to increase, which has already affected, and may continue to affect, the number of procedures performed. Although Assure realized over a 70% decline in the number of procedures performed in March 2020 and April 2020 due to a downturn in elective procedures driven by the COVID-19 pandemic, the volume of cases performed returned back to near normal levels in May 2020. Health and safety measures taken at Assure include: ● Cancellation of all non-essential travel. ● Indefinite work from home policy for all employees not engaged in on-site medical facility activities. ● Mandatory self-quarantine for anyone who has experienced any flu-like symptoms or has had contact with anyone believed to have been exposed to COVID-19. The Company took the following actions to increase its cash position and preserve financial flexibility: ● The Company implemented temporary salary reductions, salary deferments and a selective employee furlough program, designed to reduce corporate spending. Salaries returned to normal as of December 31, 2020. ● Assure amended the promissory note with the Sellers of Neuro-Pro Monitoring to postpone $700 thousand of its March 31, 2020, payment to May 15, 2020. This note was subsequently repaid during December 2020. ● The Company applied for and received a $1.2 million Paycheck Protection Program loan. This loan was forgiven during December 2020 . ● During December 2020, the Company completed a $9.5 million equity financing . |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
BASIS OF PRESENTATION | ||
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, and majority-owned entities. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. All significant intercompany balances and transactions have been eliminated in consolidation. For entities in which management has determined the Company does not have a controlling financial interest but has varying degrees of influence regarding operating policies of that entity, the Company’s investment is accounted for using the equity method of accounting. Accounting Policies There have been no changes to the Company’s significant accounting policies or recent accounting pronouncements during the nine months ended September 30, 2021 as compared to the significant accounting policies disclosed in the 10-K for the year ended December 31, 2020 as filed on March 30, 2021. Common Stock Reverse Split During September 2021, the Company effectuated a five | 2. BASIS OF PRESENTATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, and majority-owned entities. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. All significant intercompany balances and transactions have been eliminated in consolidation. For entities in which management has determined the Company does not have a controlling financial interest but has varying degrees of influence regarding operating policies of that entity, the Company’s investment is accounted for using the equity method of accounting. The Company’s fiscal year ends on December 31 and the Company employs a calendar month-end reporting period for its quarterly reporting. |
LEASES
LEASES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
LEASES | ||
LEASES | 3. LEASES Under ASC 842, Leases Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. As a practical expedient, the Company elected not to separate non-lease components for the corporate office facility (e.g., common-area maintenance costs) from lease components (e.g., fixed payments including rent) and instead to account for each separate lease component and its associated non-lease components as a single lease component. Operating leases The Company leases corporate office facilities under two operating sub-leases which expired June 30, 2021. The Company is negotiating lease renewal terms and is currently under a month-to-month lease arrangement. Finance leases The Company leases medical equipment under various financing leases with stated interest rates ranging from 6.5% — 12.2% per annum which expire at various dates through 2026. The condensed consolidated balance sheets include the following amounts for right of use (“ROU”) assets as of September 30, 2021 and December 31, 2020 (stated in thousands): September 30, December 31, 2021 2020 Operating $ — $ 124 Finance 877 608 Total $ 877 $ 732 Finance lease assets are reported net of accumulated amortization of $1.8 million and $1.3 million as of September 30, 2021 and December 31, 2020, respectively. The following are the components of lease cost for operating and finance leases (stated in thousands): Nine Months Ended September 30, 2021 2020 Lease cost: Operating leases $ 227 $ 159 Finance leases: Amortization of ROU assets 372 398 Interest on lease liabilities 69 60 Total finance lease cost 441 458 Total lease cost $ 668 $ 617 The following are the weighted average lease terms and discount rates for operating and finance leases: As of As of September 30, 2021 December 31, 2020 Weighted average remaining lease term (years): Operating leases — 0.5 Finance leases 3.1 3.3 Weighted average discount rate: Operating leases — 6.9 Finance leases 8.1 7.9 The Company acquired ROU assets in exchange for lease liabilities of $431 thousand upon commencement of finance leases during the nine months ended September 30, 2021. Future minimum lease payments and related lease liabilities as of September 30, 2021 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities Remainder 2021 $ — $ 167 $ 167 2022 — 620 620 2023 — 306 306 2024 — 239 239 2025 — 148 148 Thereafter — 23 23 Total lease payments — 1,503 1,503 Less: imputed interest — (174) (174) Present value of lease liabilities — 1,329 1,329 Less: current portion of lease liabilities — 579 579 Noncurrent lease liabilities $ — $ 750 $ 750 Note: Future minimum lease payments exclude short-term leases as well as payments to landlords for variable common area maintenance, insurance and real estate taxes. | 6. LEASES Under Topic 842, a contract is a lease, or contains a lease, if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. To determine whether a contract conveys the right to control the use of an identified asset for a period of time, an entity shall assess whether, throughout the period of use, the entity has both of the following: (a) the right to obtain substantially all of the economic benefits from the use of the identified asset; and (b) the right to direct the use of the identified asset. The Company does not assume renewals in the determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Lease agreements generally do not contain material residual value guarantees or material restrictive covenants. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. As a practical expedient, the Company elected not to separate nonlease components for the corporate office facility (e.g., common-area maintenance costs) from lease components (e.g., fixed payments including rent) and instead to account for each separate lease component and its associated non-lease components as a single lease component. Operating leases The Company leases corporate office facilities under two operating sub-leases which expire June 30, 2021. Finance leases The Company leases medical equipment under financing leases with stated interest rates ranging from 6.5% — 2.2% per annum which expire at various dates through 2026. The consolidated balance sheets include the following amounts for ROU assets as of December 31, 2020 and 2019 (stated in thousands): 2020 2019 Operating $ 124 $ 196 Finance 608 466 Total $ 732 $ 662 Finance lease assets are reported net of accumulated amortization of $1.3 million and $1.0 million as of December 31, 2020 and 2019, respectively. The following are the components of lease cost for operating and finance leases (stated in thousands): Years Ended December 31, 2020 2019 Lease Cost: Operating leases $ 212 $ 63 Finance leases: Amortization of ROU assets 371 307 Interest on lease liabilities 64 91 Total finance lease cost 435 398 Total lease cost $ 647 $ 461 The following are the weighted average lease terms and discount rates for operating and finance leases: As of December 31, 2020 Weighted average remaining lease term: Operating leases 0.5 years Finance leases 3.3 years Weighted average discount rate: Operating leases 6.9 % Finance leases 7.9 % The Company obtained ROU assets in exchange for lease liabilities of $513 thousand and $586 thousand upon commencement of finance leases during the year ended December 31, 2020 and 2019, respectively. Future minimum lease payments and related lease liabilities as of December 31, 2020 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2021 $ 127 $ 469 $ 596 2022 — 445 445 2023 — 177 177 2024 — 131 131 2025 — 95 95 Thereafter — 14 14 Total lease payments 127 1,331 1,458 Less: imputed interest (3) (162) (165) Present value lease $ 124 $ 1,169 $ 1,293 Less: current portion of lease liabilities 124 397 521 Noncurrent lease liabilities $ — $ 772 $ 772 Note: Future minimum lease payments exclude short-term leases as well as payments to landlords for variable common area maintenance, insurance and real estate taxes. Under the prior accounting guidance of ASC 840, operating lease expense was $70 thousand. As of December 31, 2019, future minimum finance lease payments were as follows (stated in thousands): Capital Lease Liabilities 2019 $ 274 2020 235 2021 153 2022 29 2023 — Thereafter — Total lease payments 691 Less: imputed interest (104) Present value of lease liabilities 587 Less: current portion of lease liabilities (206) Noncurrent lease liabilities $ 381 |
DEBT
DEBT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT | ||
DEBT | 4. DEBT Paycheck Protection Program During March 2021, the Company received an unsecured loan under the United States Small Business Administration Paycheck Protection Program (“PPP”) in the amount of $1.7 million. Assure executed a PPP promissory note, which matures on February 25, 2026. The PPP Loan carries an interest rate of 1.0% per annum, with principal and interest payments due on the first day of each month, with payments commencing on the earlier of: (i) the day the amount of loan forgiveness granted to Assure is remitted by the Small Business Administration to the Bank of Oklahoma; or (ii) 10 months after the end of the 24-week period following the grant of the Loan. All or a portion of the Loan may be forgiven if the Company maintains its employment and compensation within certain parameters during the 24-week period following the loan origination date and the proceeds of the Loan are spent on payroll costs, rent or lease agreements dated before February 15, 2020 and utility payments arising under service agreements dated before February 15, 2020. The Company intends to submit its application for forgiveness of the PPP promissory note during the fourth quarter of 2021. Debenture On June 10, 2021, the Company entered into definitive agreements to secure a credit facility under the terms of a commitment letter dated March 8, 2021 (the “Commitment Letter”) with Centurion Financial Trust, an investment trust formed by Centurion Asset Management Inc. (“Centurion”). Under the terms of the Commitment Letter, Assure issued a debenture to Centurion, dated June 9, 2021 (the “Debenture”), with a maturity date of June 9, 2025 (the “Maturity Date”), in the principal amount of $11 million related to a credit facility comprised of a $6 million senior term loan (the “Senior Term Loan”), a $2 million senior revolving loan (the “Senior Revolving Loan”) and a $3 million senior term acquisition line (the “Senior Term Acquisition Line” and together with the Senior Term Loan and the Senior Revolving Loan, the “Credit Facility”). The Senior Term Acquisition Line will be made available to the Company to fund future acquisitions, subject to certain conditions and approvals of Centurion. The Credit Facility matures in June 2025. The principal amount of the Debenture drawn and outstanding from time to time shall bear interest both before and after maturity, default and judgment from the date hereof to the date of repayment in full at the rate of the greater of 9.50% or the Royal Bank of Canada Prime Rate plus 7.05% per annum calculated and compounded monthly in arrears and payable on the first business day of each month during which any obligations are outstanding, the first of such payments being due July 2, 2021 for the period from the Advance to the date of payment, and thereafter monthly. The difference between the commitment and the amount of the Loan outstanding from time to time shall bear a standby charge, for the period between June 2021 and the end of the availability period, in the amount of 1.50% per annum calculated and compounded monthly in arrears and payable on the first business day of each month during which any amount of the commitment remains available and undrawn, the first of such payments being due July 2, 2021. Interest on overdue interest shall be calculated and payable at the same rate plus 3% per annum. With respect to the Senior Revolving Loan, Assure may prepay advances outstanding thereunder from time to time, with not less than 10 business days prior written notice of the prepayment date and the amount, in the minimum amount of $250 thousand. Any amount of the Senior Revolving Loan prepaid may be re-advanced. With respect to the Senior Term Loan and Senior Term Acquisition Line, Assure may prepay the advances outstanding thereunder, without penalty or bonus, in an amount not to exceed 25% of the aggregate of all Advances then outstanding under the Term Loans, on each anniversary date of the first advance made hereunder, provided in each case with not less than 30 days written notice of the Company's intention to prepay on such anniversary date and the proposed prepayment amount. Any prepayments to the Term Loans other than those permitted in the immediately preceding sentence may only be made on 30 days prior written notice of the prepayment date and the amount, and are subject to the Company paying on such prepayment date a prepayment charge equal to the lesser of (i) twelve The Credit Facility is guaranteed by the subsidiaries under the terms of the guarantee and secured by a first ranking security interest in all of the present and future assets of Assure and the Subsidiaries under the terms of the security agreement. Assure paid Centurion on first Advance of the Loan a commitment fee of 2.25%, being $248 thousand, made by withholding from the first advance. A portion of the proceeds from the Debenture were utilized to repay the Central Bank line of credit and the Central Bank promissory note. Warrant Fee In addition, Assure issued Centurion an aggregate of 275,000 non-transferrable common stock purchase warrants. Each warrant entitles Centurion to acquire one share in the capital of Assure, at an exercise price equal to US$7.55 (representing the closing price of Assure’s shares of common stock as of the close of business on June 9, 2021 and multiplied by the Bank of Canada’s daily exchange rate on June 9, 2021) for a term of 48 months. The warrants and underlying shares of common stock are subject to applicable hold periods under U.S. securities laws. The Company’s debt obligations are summarized as follows: September 30, December 31, 2021 2020 Central Bank line of credit $ — $ 1,978 Central Bank promissory note — 2,122 PPP promissory note 1,665 — Total 1,665 4,100 Face value of convertible debenture 3,450 3,450 Less: principal converted to common shares (60) — Less: deemed fair value ascribed to conversion feature and warrants (1,523) (1,523) Plus: accretion of implied interest 610 324 Total convertible debt 2,477 2,251 Face value of Centurion debenture 8,000 — Less: deemed fair value ascribed to warrants (1,204) — Plus: accretion of implied interest 100 — Less: net debt issuance costs (587) — Total Centurion debt 6,309 — Total debt 10,451 6,351 Less: current portion of debt — (4,100) Long-term debt $ 10,451 $ 2,251 As of September 30, 2021, future minimum principal payments are summarized as follows (stated in thousands): PPP Convertible Bank Loan Debt Indebtedness Remainder 2021 $ — $ — $ — 2022 — — — 2023 — 965 — 2024 — 2,425 — 2025 — — 8,000 2026 1,665 — — Total 1,665 3,390 8,000 Less: fair value ascribed to conversion feature and warrants — (1,523) (1,204) Plus: accretion and implied interest — 610 100 Less: net debt issuance costs — — (587) $ 1,665 $ 2,477 $ 6,309 | 8. DEBT As of December 31, 2020 and 2019, the Company’s debt obligations are summarized as follows (stated in thousands): December 31, 2020 2019 Bank line of credit $ 1,978 $ 1,000 Bank promissory note 2,122 1,418 4,100 2,418 Face value of convertible debenture 3,450 965 Less: fair value ascribed to conversion feature and warrants (1,523) (564) Plus: accretion of implied interest 324 5 2,251 406 Total debt 6,351 2,824 Less: current portion of debt (4,100) (1,664) Long-term debt $ 2,251 $ 1,160 As of December 31, 2020, future minimum principal payments are summarized as follows (stated in thousands): Bank Convertible Indebtedness Debt 2021 $ 4,100 $ — 2022 — — 2023 — 965 2024 — 2,485 2025 — — Total $ 4,100 $ 3,450 Less: fair value ascribed to conversion feature and warrants — (1,523) Plus: accretion and implied interest — 324 $ 4,100 $ 2,251 Bank Indebtedness Commencing in 2018, the Company utilized a line of credit provided by its bank to fund its operations. The line of credit provided up to $1 million of borrowings and bore interest at the one-month London Inter-bank Offered Rate (“LIBOR”) rate plus 3.5% and was expected to mature on March 25, 2019. During January 2019, the Company cancelled its existing line of credit and entered into a $2 million promissory note and a $1 million line of credit with its existing bank. The promissory note bore interest at 6% and required monthly principal and interest payment of $61 thousand through maturity in January 2022. During March 2020, the Company amended the line of credit to extend the maturity date from March 2020 to September 2020. The Company made monthly payments of $167 thousand from April 2020 through September 2020. The line of credit bore interest at an index rate that fluctuated with the one-month LIBOR rate plus 3.5% . During August 2020, the Company entered into a new $4 million term loan (the “Term Loan”) and a $2.5 million operating line of credit (the “Operating Line” and together with the Term Loan, the “Loan Facility”), for a total of $6.5 million with Central Bank. The Loan Facility proceeds were utilized to pay off the existing outstanding bank indebtedness and the remaining indebtedness related to the acquisition of the net assets of Littleton Professional Reading, and to fund working capital. As of December 31, 2020, the Company has drawn $2.0 million on the Operating Line and $2.1 million on the Term Loan. Under the conditions of the agreement governing the Loan Facility (the “Loan Agreement”), the Term Loan bears interest at the Wall Street Journal prime rate (“WSJ”) plus 2.0% and matures on August 12, 2024. Commencing on August 1, 2021, principal payments in the amount of $308 thousand, together with interest, shall be made quarterly on the Term Loan until maturity. In addition, the Operating Line bears interest at a rate of WSJ plus 2.0% and matures on August 12, 2022. Commencing on September 1, 2020 and continuing on the first calendar day of each month until maturity, interest on the Operating Line is due. Assure did not issue any shares, warrants, or options in connection with this transaction. The Loan Facility is secured by a first-ranking security interest in all of the present and future undertakings, property and assets of the Company and its subsidiaries. During September 2020, the Company received notice from Central Bank that the reserves recorded by the Company against its accounts receivable during the quarter ended June 30, 2020 constituted a material adverse change in the Company’s assets and thereby triggered an event of default under the Loan Facility. Central Bank has not demanded repayment of amounts advanced under the Loan Facility. The Company and Central Bank are currently working on certain terms of the Loan Facility. Currently, no additional amounts may be borrowed under the Loan Facility. As a result of this notice of default, the Company has classified the entire outstanding balance of the Loan Facility as a current liability. For the year ended December 31, 2020 and 2019, interest expense of $138 thousand and $252 thousand, respectively, was incurred related to bank indebtedness. Convertible Debt On November 22, 2019, the Company launched a non-brokered private placement of convertible debenture units (“CD Unit”) for gross proceeds of up to $4 million, with an option to increase the offering by an additional $2 million (the “Offering”). On December 13, 2019, the Company closed on Tranche 1 of the Offering for gross proceeds of $965 thousand and the issuance of 344,505 warrants. These proceeds will be used for working capital and growth capital purposes. Each CD Unit was offered at a price of $1. Each CD Unit included, among other things, 357 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $1.90 per share for a period of three years and the right to convert the CD Unit into shares of the Company’s common stock at a conversion price of $1.40 per share for a period of four years. The CD Units carry a 9% coupon rate. The fair value of the debt was determined to be $401 thousand, the conversion feature $376 thousand and the warrants $188 thousand. The difference between the fair value of the debt of $401 thousand and the face value of debt of the $965 thousand will be accreted as interest expense over the four From January 2020 to April 2020, the Company closed on three separate tranches of the Offering for total proceeds of $1.7 million. The net proceeds from these tranches of the Offering are being utilized for working capital purposes. Each CD Unit was offered at a price of $1. Each CD Unit includes, among other things, 357 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $1.90 per share for a period of three years and the right to convert the CD Unit into shares of the Company’s common stock as a conversion price of $1.40 per share for a period of four years. The CD Units carry a 9% coupon rate. In conjunction with these Offerings, finders’ received $79 thousand and 56,300 warrants to purchase shares of the Company’s common stock at a price of $1.90 per share for three years. The fair value of the second tranche of debt was determined to be $259 thousand, the conversion feature $152 thousand and the warrants $58 thousand. The difference between the fair value of the debt of $259 thousand and the face value of debt of $469 thousand will be accreted as interest expense over the four-year four-year four-year At the end of April 2020, the Company launched a separate non-brokered private placement of convertible debenture units (“April CD Unit”) for gross proceeds of up to $500 thousand, with an option to increase the offering by an additional $500 thousand (the “April Offering”). The $830 thousand proceeds from the April Offering were used for working capital and to retire part of the $800 thousand obligation due on May 15, 2020 to the Sellers of Neuro-Pro Monitoring. Each April CD Unit was offered at a price of $1. Each April CD Unit included, among other things, 1,000 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $1.00 per share for a period of three years and the right to convert the CD Unit into shares of the Company’s common stock as a conversion price of $0.67 for a period of four years. The CD Units carry a 9% coupon rate. On May 21, 2020, the Company closed the April Offering. In conjunction with the April Offering, finders’ received $23 thousand and 34,476 warrants to purchase shares of the Company’s common stock at a price of $0.67 per share for four years. The fair value of the April Offering of debt was determined to be $364 thousand, the conversion feature $279 thousand and the warrants $187 thousand. The difference between the fair value of the debt of $364 thousand and the face value of debt of $830 thousand will be accreted as interest expense over the four-year U.S Government Loans During April 2020, the Company received an unsecured loan under the United States Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) pursuant to the recently adopted Coronavirus Aid, Relief, and Economic Security Act (the “PPP Loan”) in the amount of $1.2 million. The two-year, SBA- administered PPP loan has an interest rate of 1.0% per annum, with principal and interest payments due on the first day of each month, with payments commencing on December 1, 2020. Under the terms of the PPP Loan, all or a portion of the PPP Loan may be forgiven if the Company maintains its employment and compensation within certain parameters during the eight-week period following the loan origination date and the proceeds of the PPP Loan are spent on payroll costs, rent or lease agreements dated before February 15, 2020 and utility payments arising under service agreements dated before February 15, 2020. During November 2020, the Company filed an application for forgiveness of the PPP Loan. During the fourth quarter of 2020, the Company was granted forgiveness of the PPP Loan. As of December 31, 2020, the Company recorded a gain on forgiveness of the PPP Loan of $1.2 million. |
SHARE CAPITAL
SHARE CAPITAL | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SHARE CAPITAL | ||
SHARE CAPITAL | 5. SHARE CAPITAL Common stock Common stock: 180,000,000 authorized; $0.001 par value. As of September 30, 2021 and December 31, 2020, there were 11,839,304 and 11,275,788 shares of common stock issued outstanding Reverse Share Split During September 2021, the total number of shares of common stock authorized by the Company was reduced from 900,000,000 shares of common stock, par $0.001, to 180,000,000 shares of common stock, par $0.001, and the number of shares of common stock held by each stockholder of the Company were consolidated automatically into the number of shares of common stock equal to the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the reverse split divided by five five one No fractional shares were issued in connection with the reverse split and all fractional shares were rounded up to the next whole share. Additionally, all options, warrants and other convertible securities of the Company outstanding immediately prior to the reverse split were adjusted by dividing the number of shares of common stock into which the options, warrants and other convertible securities are exercisable or convertible by five five All shares of common stock, options, warrants and other convertible securities and the corresponding price per share amounts have been presented to reflect the reverse split in all periods presented within this Form 10-Q. Acquisition shares In connection with the acquisition of the Sentry Neuromonitoring, LLC (the “Seller”) assets, we issued to Seller or the Principals, as elected by Seller, shares of common stock of the Company with a value of $1,625,000, determined on the effective date, as quoted on the TSX Venture Exchange (237,226 shares of common stock). In addition, the Company placed into escrow 94,891 shares of the Company’s common stock with a value of $650,000. The common stock is subject to a 12-month Share issuance In June 2020, in connection with common stock purchase agreements, the Company issued 156,032 shares of common stock at a deemed value of $4.00 per share to certain employees, directors and third parties. Convertible debt During the nine months ended September 30, 2021, certain holders of the convertible debenture exercised their right to convert $60,000 of outstanding principal into shares of common stock, resulting in the issuance of 13,384 common stock. Stock options On December 10, 2020, our shareholders approved amendments to the Company’s stock option plan, which amended the plan previously approved on November 20, 2019 (the “Amended Stock Option Plan”). As of September 30, 2021, an aggregate of 1,183,930 shares of common stock (10% of the issued and outstanding shares of common stock) were available for issuance under the Amended Stock Option Plan. Of this amount, stock options in respect of 1,014,100 shares are outstanding as of September 30, 2021. Options under the Plan are granted from time to time at the discretion of the Board of Directors, with vesting periods and other terms as determined by the Board of Directors. A summary of the stock option activity is presented below: Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares Subject Price Per Contractual Intrinsic Value to Options Share Life (in years) (in thousands) Balance at December 31, 2020 748,600 $ 5.25 4.00 Options granted 348,000 5.33 Options exercised (3,000) 6.40 Options canceled / expired (79,500) 5.96 Balance at September 30, 2021 1,014,100 5.16 3.62 $ 2,670 Vested and exercisable at September 30, 2021 636,008 4.93 3.39 $ 1,894 The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at September 30, 2021: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number of Contractual Exercise Price Number Exercise Price Outstanding Life (in years) Per Share Exercisable Per Share 200,000 3.90 $ 0.25 200,000 $ 0.25 12,000 1.07 $ 14.00 12,000 $ 14.00 15,000 6.30 $ 9.00 15,000 $ 9.00 85,000 2.00 $ 9.00 73,667 $ 9.00 146,800 2.30 $ 7.80 127,227 $ 7.80 81,300 3.01 $ 6.40 48,780 $ 6.40 40,000 3.91 $ 4.50 18,667 $ 4.50 93,000 4.20 $ 4.85 31,000 $ 4.85 311,000 4.34 $ 5.30 103,667 $ 5.30 30,000 4.54 $ 5.60 6,000 $ 5.60 1,014,100 3.62 $ 5.16 636,008 $ 4.93 The Company uses the Black-Scholes option pricing model to determine the estimated fair value of options. The fair value of each option grant is determined on the date of grant and the expense is recorded on a straight-line basis and is included as a component of general and administrative expense in the consolidated statements of operations. The assumptions used in the model include expected life, volatility, risk-free interest rate, dividend yield and forfeiture rate. The Company’s determination of these assumptions are outlined below. Expected life — Volatility — Risk-free interest rate — Dividend yield — Forfeiture rate — The following assumptions were used to value the awards granted during the nine months ended September 30, 2021: Nine Months Ended September 30, 2021 2020 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 % 3.0 % Dividend yield — % — % Expected volatility 91 % 107 % Stock-based compensation expense for the three months ended September 30, 2021 and 2020 was $210 thousand and $88 thousand, respectively, and $818 thousand and $456 thousand for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, there was approximately $925 thousand of total unrecognized compensation cost related to 378,092 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 2.2 years. Warrants As of September 30, 2021 and December 31, 2020, there were 3,940,006 and 3,665,006 warrants outstanding, respectively. Number of Warrants outstanding Balance at December 31, 2020 3,665,006 Debenture, warrants issued (Note 4) 275,000 Balance at September 30, 2021 3,940,006 | 9. SHAREHOLDERS’ EQUITY Common Shares The Company has 900,000,000 common shares authorized at $0.001 par value. As of December 31, 2020 and 2019, there were 56,378,939 and 34,795,313, respectively, common shares issued and outstanding (“Common Shares”). In June 2020, the Company launched a non-brokered private placement of units of the Company (the “June Units”) for gross proceeds of up to $300 thousand (the “June Offering”). Each June Unit was offered at a price of $0.81 and consisted of one Common Share and one During September 30, 2020, the Company issued 50,000 Common Share to settle $40 thousand of outstanding accounts payable. On December 1, 2020, the Company initiated a private placement, pursuant to which the Company sold and issued to the investors an aggregate of 16,357,703 units of the Company at an issue price of $0.64 per Unit, for net proceeds of $9.5 million (“December Financing”). Each unit consisted of one share of common stock and one common stock warrant, each exercisable to acquire one share of common stock at $0.78 per share for a period of five years from the date of issuance. Accordingly, the Company issued 16,357,703 shares of common stock and 16,357,703 common stock warrants. Three members of the Company’s management and two independent members of the Company’s Board of Directors participated in the December financing and they purchased 476,453 shares of stock. Stock Option Plan On December 10, 2020, our shareholders approved amendments to the Company’s stock option plan, which amended the plan previously approved on November 20, 2019 (the “Amended Stock Option Plan”). As of December 31, 2020, an aggregate of 5,637,894 shares of common stock (10% of the issued and outstanding shares of common stock) were available for issuance under the Amended Stock Option Plan. Of this amount, stock options in respect of 3,743,000 common shares have been issued. On December 10, 2020, the Company’s shareholders approved the adoption of a new fixed equity incentive plan (the “ outstanding Options under the Plan are granted from time to time at the discretion of the Board of Directors, with vesting periods and other terms as determined by the Board of Directors. A summary of the stock option activity is presented below: Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares Subject Price Per Contractual Intrinsic Value to Options Share Life (in years) (in thousands) Balance at December 31, 2018 3,335,000 $ 0.48 Options granted 1,501,000 $ 1.56 Options exercised (650,000) $ 0.15 Options canceled / expired (1,000,000) $ 0.05 Balance at December 31, 2019 3,186,000 $ 1.12 4.62 Options granted 865,000 $ 0.95 Options exercised (50,000) $ 0.50 Options canceled / expired (258,000) $ 1.60 Balance at December 31, 2020 3,743,000 $ 1.05 4.00 $ 1,053 Vested and exercisable at December 31, 2020 2,352,601 $ 0.95 3.98 $ 995 The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at December 31, 2020: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number of Contractual Exercise Price Number Exercise Price Outstanding Life (in years) Per Share Exercisable Per Share 1,000,000 4.65 $ 0.05 1,000,000 $ 0.05 60,000 1.82 $ 2.80 60,000 $ 2.80 75,000 7.05 $ 1.80 75,000 $ 1.80 425,000 2.75 $ 1.80 311,667 $ 1.80 884,000 3.04 $ 1.56 530,401 $ 1.56 434,000 3.76 $ 1.28 202,533 $ 1.28 300,000 4.66 $ 0.90 60,000 $ 0.90 565,000 4.95 $ 0.97 113,000 $ 0.97 3,743,000 4.00 $ 1.05 2,352,601 $ 0.95 The Company uses the Black-Scholes option pricing model to determine the estimated fair value of options. The fair value of each option grant is determined on the date of grant and the expense is recorded on a straight-line basis and is included as a component of general and administrative expense in the consolidated statements of operations. The assumptions used in the model include expected life, volatility, risk-free interest rate, dividend yield and forfeiture rate. The Company’s determination of these assumptions are outlined below. Expected life — Volatility — Risk-free interest rate — Dividend yield — Forfeiture rate — The following assumptions were used to value the awards granted during the years ended December 31, 2020 and 2019: Years Ended December 31, 2020 2019 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 - 2.5 % 2.0 % Dividend yield — % — % Expected volatility 91 - 107 % 100 % Stock-based compensation expense recognized in our consolidated financial statements for the years ended December 31, 2020 and 2019 was $548 thousand and $1.2 million, respectively. As of December 31, 2020, there was approximately $595 thousand of total unrecognized compensation cost related to 1,390,399 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 2.3 years. Derivative Liability Stock options granted to consultants that have an exercise price this is stated in a different currency than the Company’s functional currency are treated as a liability and are revalued at the end of each reporting period for the term of the vesting period. Any change in the fair value of the stock option subsequent to the initial recognition is recorded as a component of other income, net in the consolidated statements of operations. Changes in the Company’s stock option liability for the years ended December 31, 2020 and 2019 were as follows (stated in thousands): Balance at December 31, 2018 $ 246 Loss on revaluation 8 Reclassification option fair value at exercise to equity (188) Balance at December 31, 2019 $ 66 Gain on revaluation (50) Balance at December 31, 2020 $ 16 The assumptions used for the Black-Scholes Option Pricing Model to revalue the stock options granted to consultants as of December 31, 2020 and 2019 were as follows: Years Ended December 31, 2020 2019 Risk free rate of return 0.1 % 1.7 % Expected life 1.8 years 2.8 years Expected volatility 100 % 170 % Expected dividend per share nil nil There were no stock options granted to consultants during the year ended December 31, 2020 that required recurring fair value adjustments. Warrants The following table details warrant activity for the years ended December 31, 2020 and 2019: Number of Warrants outstanding Balance at December 31, 2018 49,000 Warrants exercised (44,600) Warrants expired (4,400) Convertible debt, warrants issued (Note 8) 392,755 Balance at December 31, 2019 392,755 Convertible debt, warrants issued (Note 8) 1,511,609 Equity financing, warrants issued (discussed above) 16,420,664 Balance at December 31, 2020 18,325,028 2018 Warrants As part of a private placement completed in 2017, the Company issued 49,000 warrants. Each warrant entitled the holder to purchase one common share at an exercise price of $0.50 Cdn with an original expiration date of May 24, 2019. During 2019, 44,600 warrants were exercised and 4,400 warrants expired unexercised. Any change in the fair value of the warrants subsequent to the initial recognition was recorded as a component of other income, net in the consolidated statements of operations. Changes in the Company’s share purchase warrant liability for the year ended December 31, 2019 were as follows (stated in thousands): Balance at December 31, 2018 $ 56 Loss on revaluation 14 Reclassification warrant fair value at exercise to equity (70) Balance at December 31, 2019 $ — 2019 Warrants As part of the convertible debt issuance (Note 8), the Company issued 344,505 warrants to the convertible debt holders and 48,250 finders’ fee warrants. The Company calculated the fair value of $622 thousand for the 2019 warrants using the Black-Scholes Option Pricing Model on the issuance date. 2020 Warrants As part of the 2020 convertible debt issuances (Note 8), the Company has issued 1,420,835 warrants to the convertible debt holders and 90,777 finders’ fee warrants. In conjunction with the June Offering, the Company issued 62,962 warrants. In conjunction with the December Financing, the Company issued 16,357,703 warrants. The assumptions used for the Black-Scholes Option Pricing model to value the 2019 and 2020 warrants were as follows: Year Ended Year Ended December 31, 2020 December 31, 2019 Risk free rate of return 0.39 % 1.64 % Expected life 5.0 years 4.0 years Expected volatility 90 % 171 % Expected dividend per share nil nil Exercise price $ 0.78 $ 1.40 Stock price $ 0.96 $ 1.31 |
LOSS PER SHARE
LOSS PER SHARE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
LOSS PER SHARE | ||
LOSS PER SHARE | 6. LOSS PER SHARE The following table sets forth the computation of basic and fully diluted loss per share for the three and months ended September 30, 2021 and 2020 (stated in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) $ 91 $ (977) $ (2,447) $ (14,711) Basic weighted average common stock outstanding 11,838,032 6,988,058 11,528,371 6,968,728 Basic income (loss) per share $ 0.01 $ (0.14) $ (0.21) $ (2.11) Net income (loss) $ 91 $ (977) $ (2,447) $ (14,711) Basic weighted average common shares outstanding 11,838,032 6,988,058 11,528,371 6,968,728 Dilutive effect of stock options and warrants 3,886,071 — — — Dilutive weighted average common stock outstanding 15,724,103 6,988,058 11,528,371 6,968,728 Diluted income (loss) per share $ 0.01 $ (0.14) $ (0.21) $ (2.11) Basic net income (loss) per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed using the treasury stock method to calculate the weighted average number of shares of common stock and, if dilutive, potential shares of common stock outstanding during the period. Potential dilutive shares of common stock include incremental shares of common stock issuable upon the exercise of stock options, less shares from assumed proceeds. The assumed proceeds calculation includes actual proceeds to be received from the employee upon exercise and the average unrecognized stock compensation cost during the period. Stock options, exercisable, to purchase 227,893 shares of common stock and warrants to purchase 462,068 shares of common stock were outstanding at September 30, 2021 that were not included in the computation of diluted weighted average common stock outstanding because their effect would have been anti-dilutive. | 10. EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and fully diluted income per common share for the years ended December 31, 2020 and 2019 (stated in thousands, except per share amounts): Years Ended December 31, 2020 2019 Net income (loss) $ (15,036) $ 2,716 Basic weighted average common shares outstanding 36,233,127 34,402,607 Basic earnings (loss)per common share $ (0.41) $ 0.08 Net income (loss) $ (15,036) $ 2,716 Basic weighted average common shares outstanding 36,233,127 34,402,607 Dilutive effect of stock options, warrants, and performance shares — 7,510,000 Dilutive weighted average common shares outstanding 36,233,127 41,912,607 Diluted earnings loss) per common share $ (0.41) $ 0.06 Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the treasury stock method to calculate the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential dilutive common shares include incremental common shares issuable upon the exercise of stock options, less shares from assumed proceeds. The assumed proceeds calculation includes actual proceeds to be received from the employee upon exercise and the average unrecognized stock compensation cost during the period. Stock options to purchase 3,743,000 common shares and warrants to purchase 18,325,028 common shares were outstanding at December 31, 2020 that were not included in the computation of diluted weighted average common shares outstanding because their effect would have been anti-dilutive. |
ACQUISITION
ACQUISITION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
ACQUISITION | ||
ACQUISITION | 7. ACQUISITION Effective on April 30, 2021 (the “Closing Date”), Assure Networks Texas Holdings II, LLC, a Colorado limited liability company and wholly-owned subsidiary of Assure Holdings (the “Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Sentry Neuromonitoring, LLC (the “Seller”), and certain owners (collectively “Principals”). Under the terms of the Purchase Agreement, Assure Texas Holdings agreed to purchase certain assets (“Acquired Assets”) related to the Seller’s interoperative neuromonitoring business (the “Business”) and assumed certain liabilities of the Seller. The Acquired Assets included, among other items, all assets used in the Business, certain tangible personal property, inventory, Seller’s records related to the Business, deposits and prepaid expenses, certain contracts related to the Business, licenses, intellectual property, goodwill and accounts receivables. The purchase qualified as a business combination for accounting purposes. The purchase price for the assets consisted of cash and stock, payable as follows: Cash Payment Cash consideration of $1,125,000 in installment payments, payable (a) $153,125 at closing, (b) $153,125 within 30 days of Closing Date and (c) $818,750, together with interest at the applicable federal rate, shall be paid in cash in thirty-six equal monthly installments, with the first installment being due on or before the first business day of the first month following the sixtieth day from the Closing Date and the remaining installments being due on the first business day of each month thereafter. Stock Payment The Company issued 237,226 shares of common stock issued to the Seller or the Principals, as elected by Seller, with a value of $1,625,000, determined on the Closing Date, as quoted on the TSX Venture Exchange, on or about the Closing Date and 94,891 shares of common stock were placed in escrow with a value of $650,000 and are being held by the Escrow Agent pursuant to terms set forth in an escrow agreement to be mutually agreed to by Purchaser and Seller. The common stock is subject to regulatory restrictions and requirements and a 12 month lock up from the date of delivery, in addition to any additional lock up period imposed on the common stock under applicable law and/or regulation, Reimbursements Reimbursement to Seller for operational capital injected by Seller or its Principals since December 31, 2020, for verifiable and reasonable expenses, consistent with past business practices up to a cap of $50 thousand. Receivable Bonus Purchaser agreed to pay Seller or the Principals, as elected by Seller, a bonus in an amount equal to $250,000 (“Receivable Bonus”) upon collecting $3,000,001 in accounts receivable acquired by Purchaser for accounts receivable that was generated by Seller prior to the Closing. The Receivable Bonus, if earned, will be paid to Seller or the Principals, as elected by Seller, in three payments: (i) the first payment being in the amount of $100 thousand, payable on the thirtieth (30th) day following the date the Receivable Bonus is earned, (ii) the second payment being in the amount of $100 thousand, payable on the sixtieth (60th) day following the date the Receivable Bonus is earned, and (iii) the third payment in the amount of $50 thousand, payable on the ninetieth (90th) day following the date the Receivable Bonus is earned. Founders’ Bonus The Registrant agreed to pay a $50 thousand bonus (“Founders’ Bonus”) payment to certain owners in installments: (i) $25 thousand at Closing and (ii) $25 thousand within twelve (12) months of Closing. The Founders’ Bonus is additional consideration, which is independent, separate and apart from other consideration to be paid by Purchaser. Under the Purchase Agreement, Purchaser agreed to enter into employment agreements with certain key personnel of Seller, as determined by Purchaser. The employment agreements, in standard form of employment agreement of Purchaser, include: (i) a minimum annual base salary of $175 thousand with full benefits and (ii) up to $50 thousand in annual variable compensation bonus to be memorialized in a mutually agreeable form of agreement that details the scope of services and compensation. The initial accounting for the acquisition of Sentry is incomplete as we, with the support of our valuation specialist, are in the process of finalizing the fair market value calculations of the acquired net assets. In addition, the Company is in the process of reviewing the applicable future cash flows used in determining the purchase accounting. As a result, the amounts recorded in the consolidated financial statements related to the Sentry acquisition are preliminary and the measurement period remains open. The following table summarizes the preliminary allocation of the total consideration to the assets acquired and liabilities assumed as of the date of the acquisition (in thousands): Purchase price consideration: Cash $ 1,125 Common stock, at fair value 2,275 Total consideration $ 3,400 Assets acquired: Cash $ 51 Accounts receivable 2,000 Right of use assets 131 Total assets acquired 2,182 Liabilities assumed: Accounts payable and accrued liabilities 242 Lease liability 131 Total liabilities assumed 373 Preliminary Goodwill $ 1,591 | 7. ACQUISITIONS AND INTANGIBLES Littleton Professional Reading During May 2019, the Company purchased the net assets of Littleton Professional Reading for $700 thousand. Of this amount, $234 thousand and $466 thousand was paid during the years ended December 31, 2020 and 2019, respectively. Prior to the acquisition, the Company had a 15% ownership in Littleton Professional Reading, which was accounted for as a PE under the equity method of accounting. Velocity On September 1, 2019, the Company formed a joint venture, Velocity Revenue Cycle, LLC (“Velocity”), with its third party billing company to bill and collect all the Company’s historical and future cases. The joint venture was established to provide greater control and transparency over the billing and collection process. The Company initially owned 65% of Velocity. During December 2020, the Company reached an agreement with Clever Claims, LLC (“Clever”) to acquire Clever’s 35% stake (the “Clever Stake”) in Velocity. Pursuant to the terms of the agreement and effective on December 31, 2020, Clever assigned the Clever Stake, in exchange for nominal consideration, to Assure Billing, LLC, which is a wholly-owned subsidiary of the Company. As a result, the Company began to consolidate 100% of Velocity during December 2020. Neuro-Pro Monitoring On October 31, 2019, the Company entered into a purchase agreement with Neuro-Pro Monitoring and its related entities (the “Sellers”) to acquire their neuromonitoring operations in Texas. The purchase price was $ 7 Effective November 27, 2019, the $6 Million Note was amended to extend the maturity date to January 15, 2020. As compensation for this amendment, the Company issued an additional promissory note for $700 thousand to the Sellers (the “Additional Promissory Note”) that matured on December 1, 2020. The additional promissory note bore interest at the IRS Applicable Federal Rate. Effective January 13, 2020, the $6 Million Note was amended to extend the maturity date to January 31, 2020. The maturity date was subsequently amended to February 10, 2020 and then again to the February 14, 2020. As compensation for these amendments, the Company agreed to issue 500,000 restricted common shares to the Sellers. The Company recorded a liability as of December 31, 2019 for the fair value of the restricted common shares of $540 thousand. The common shares had not been issued as of December 31, 2020. Effective February 14, 2020, the Company paid the Sellers $530 thousand. The $6 Million Note, $1 Million Note and the additional promissory note were cancelled and replaced with a new $7.2 million (the “Replacement Note”). The Replacement Note bore interest at the IRS Applicable Federal Rate and required monthly principal payments at varying amounts. The Replacement Note was amended March 31, 2020 to modify certain principal payment terms. The Company paid the Sellers $100 thousand for this amendment. The principal payment terms of the Replacement Note were as follows: ● $500 thousand due March 31, 2020; ● $328 thousand due each month from April 2020 to April 2021; ● $800 thousand due May 15, 2020; and ● $1.7 million due May 31, 2021. The Company settled the Replacement Note as of December 31, 2020 and recorded a $188 thousand gain on settlement. Based on an evaluation of the provisions of ASC 805, “Business Combinations,” the Company was determined to be the accounting acquirer in the business combinations. The Company has applied the acquisition method of accounting that requires, among other things, that identifiable assets acquired and liabilities assumed generally be recognized on the balance sheet at fair value as of the acquisition date. In determining the fair value, the Company utilized various forms of the income, cost and market approaches depending on the asset or liability being fair valued. The estimation of fair value required significant judgment related to future net cash flows (including revenue, operating expenses, and working capital), discount rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables and other factors. Inputs were generally determined by taking into account historical data (supplemented by current and anticipated market conditions) and growth rates. The table below presents the fair value that was allocated to assets and liabilities based upon fair values as determined by the Company (stated in thousands). Purchase price consideration: Promissory notes, at fair value $ 7,151 Common shares liability, at fair value 540 Total consideration $ 7,691 Assets acquired: Equipment $ 172 Intangibles 4,662 Total assets acquired 4,834 Goodwill 2,857 Total $ 7,691 Identified intangible assets consisted of the following (stated in thousands): December 31, 2020 2019 Finite-lived intangible assets Doctor agreements $ 4,509 $ 4,509 Non compete agreements 36 36 Total finite-lived intangible assets 4,545 4,545 Less accumulated amortization (547) (75) Finite-lived intangible assets, net 3,998 4,470 Indefinite-lived intangible assets Tradenames 117 117 Total intangible assets $ 4,115 $ 4,587 Amortization expense was $472 thousand and $75 thousand for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the estimated future amortization expense of finite-lived intangible assets was as follows (stated in thousands): 2021 $ 466 2022 451 2023 451 2024 451 2025 451 Thereafter 1,728 $ 3,998 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | 8 . COMMITMENTS AND CONTINGENCIES Indemnifications The Company is a party to a variety of agreements in the ordinary course of business under which it may be obligated to indemnify third parties with respect to certain matters. These obligations include, but are not limited to, contracts entered into with physicians where the Company agrees, under certain circumstances, to indemnify a third party, against losses arising from matters including but not limited to medical malpractice and other liability. The impact of any such future claims, if made, on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to final outcome of these potential claims. As permitted under Nevada law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company believes, given the absence of any such payments in the Company’s history, and the estimated low probability of such payments in the future, that the estimated fair value of these indemnification agreements is immaterial. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable the Company to recover any payments, should they occur. Performance share compensation As part of a reverse takeover transaction (“RTO”) during 2016, the Company entered into a one-time stock grant agreement with two executives which defines a bonus share threshold as follows: should the Company meet or exceed a 2017 fiscal year EBITDA threshold of Cdn$7,500, the Company would issue 1,200,000 shares of common stock of the surviving issuer at the trailing 30-day average closing price. See the Company’s annual report for the year ended December 31, 2020 filed on March 30, 2021 for additional discussion. During the year ended December 31, 2020, the Company settled 1,000,000 performance shares resulting from the issuance of 1,000,000 shares of common stock. During the first half of 2021, the Company settled the remaining 200,000 performance shares. | 15. COMMITMENTS AND CONTINGENCIES Indemnifications The Company is a party to a variety of agreements in the ordinary course of business under which it may be obligated to indemnify third parties with respect to certain matters. These obligations include, but are not limited to, contracts entered into with physicians where the Company agrees, under certain circumstances, to indemnify a third party, against losses arising from matters including but not limited to medical malpractice and other liability. The impact of any such future claims, if made, on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to final outcome of these potential claims. As permitted under Nevada law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company believes, given the absence of any such payments in the Company’s history, and the estimated low probability of such payments in the future, that the estimated fair value of these indemnification agreements is immaterial. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable the Company to recover any payments, should they occur. Performance share compensation As part of a reverse takeover transaction (“RTO”) during 2016, the Company entered into a one-time stock grant agreement with two executives (Mr. Parsons and Mr. Willer), which defines a bonus share threshold as follows: should the Company meet or exceed a 2017 fiscal year EBITDA threshold of Cdn$7.5 million, the Company would issue 6,000,000 common shares of the surviving issuer at the trailing 30-day average closing price. The performance share grant was structured as part of the RTO transaction to provide additional equity to management conditioned upon performance achievements. As the Company achieved the EBITDA threshold for the year ended December 31, 2017, the Company recorded a liability of approximately $16 million for the value of the shares to be issued while the agreements were modified and the cash collected threshold is achieved, which the Company deemed probable. During the year ended December 31, 2020, the Company settled 5,000,000 performance shares resulting from the issuance of 5,000,000 common shares. Mr. Parsons relinquished 1,700,000 performance shares and awarded them to other employees. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS On October 1, 2021, the Company granted 197,000 stock options to certain officers and employees. On November 15, 2021, the Company announced that it has closed a brokered private placement of approximately 900,000 shares of the Company at an issue price of $5.25 per share, for gross proceeds of $4.75 million (the “Offering”). The proceeds of the Offering are expected to be used for expanding the Company’s remote neurology services offering for intraoperative neuromonitoring (“IONM”), extending the Company’s operational footprint into new states, supporting expected growth generated by the agreement with Premier, Inc. and general working capital purposes. Kestrel Merchant Partners LLC (the “Sponsor”) acted as the exclusive sponsor and The Benchmark Company, LLC (the “Agent”) acted as sole placement agent in connection with the Offering. Additionally, certain directors, officers and employees are expected to participated in a subsequent offering to settle approximately $700 thousand of compensation at a market price to be determined in accordance with Nasdaq listing requirements following the end of the Company’s trading blackout in accordance with the Company’s insider trading policy. | 17. SUBSEQUENT EVENTS Paycheck Protection Program On March 2, 2021, Assure executed a PPP promissory note and received a $1.7 million unsecured PPP loan, which matures on February 25, 2026 (the “Loan”). The Loan carries an interest rate of 1.0% per annum, with principal and interest payments due on the first day of each month, with payments commencing on the earlier of: (i) the day the amount of loan forgiveness granted to Assure is remitted by the Small Business Administration to the Bank of Oklahoma; or (ii) 10 months after the end of the 24 week period following the grant of the Loan. All or a portion of the Loan may be forgiven if the Company maintains its employment and compensation within certain parameters during the 24 week period following the loan origination date and the proceeds of the Loan are spent on payroll costs, rent or lease agreements dated before February 15, 2020 and utility payments arising under service agreements dated before February 15, 2020. Acquisition Effective February 24, 2021, the Company has signed a Term Sheet ( “ ” ” Established in 2007, Sentry is a leading IONM company primarily serving the Greater Houston region. The company’s operational footprint also extends within Texas to Dallas-Ft. Worth and Austin and includes business relationships in Kansas and Missouri. In 2020, Sentry performed more than 5,500 IONM procedures and approximately 50% of these procedures were commercial insurance payors. The company currently employs 34 full-time staff, including 24 technologists supporting more than 50 surgeons at over 50 facilities. Stock option grant On January 29, 2021, the Company granted 1,625,000 stock options to acquire shares of common stock to officers, directors and employees at $1.06 per share, vesting 20% on the grant date and one-sixth Registration Statement On December 30, 2020, the Company filed a resale registration statement on Form S-1 with the Securities Exchange Commission to register securities issued or issuable in the December Private Placement, as required under the Registration Rights Agreement. On February 12, 2021, the registration statement was declared effective by the Securities Exchange Commission. The Company is required to maintain the effectiveness of the registration statement and intend to file a post-effective amendment to the registration statement to incorporate our audited financial statements for the year ended December 31, 2020. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
LEASES | ||
Schedule of right of use assets | The condensed consolidated balance sheets include the following amounts for right of use (“ROU”) assets as of September 30, 2021 and December 31, 2020 (stated in thousands): September 30, December 31, 2021 2020 Operating $ — $ 124 Finance 877 608 Total $ 877 $ 732 | The consolidated balance sheets include the following amounts for ROU assets as of December 31, 2020 and 2019 (stated in thousands): 2020 2019 Operating $ 124 $ 196 Finance 608 466 Total $ 732 $ 662 |
Schedule of components of lease cost | The following are the components of lease cost for operating and finance leases (stated in thousands): Nine Months Ended September 30, 2021 2020 Lease cost: Operating leases $ 227 $ 159 Finance leases: Amortization of ROU assets 372 398 Interest on lease liabilities 69 60 Total finance lease cost 441 458 Total lease cost $ 668 $ 617 | The following are the components of lease cost for operating and finance leases (stated in thousands): Years Ended December 31, 2020 2019 Lease Cost: Operating leases $ 212 $ 63 Finance leases: Amortization of ROU assets 371 307 Interest on lease liabilities 64 91 Total finance lease cost 435 398 Total lease cost $ 647 $ 461 |
Schedule of weighted average lease terms and discount rates for operating and finance leases | As of As of September 30, 2021 December 31, 2020 Weighted average remaining lease term (years): Operating leases — 0.5 Finance leases 3.1 3.3 Weighted average discount rate: Operating leases — 6.9 Finance leases 8.1 7.9 | As of December 31, 2020 Weighted average remaining lease term: Operating leases 0.5 years Finance leases 3.3 years Weighted average discount rate: Operating leases 6.9 % Finance leases 7.9 % |
Schedule of future minimum lease payments and related lease liabilities of operating leases | Future minimum lease payments and related lease liabilities as of September 30, 2021 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities Remainder 2021 $ — $ 167 $ 167 2022 — 620 620 2023 — 306 306 2024 — 239 239 2025 — 148 148 Thereafter — 23 23 Total lease payments — 1,503 1,503 Less: imputed interest — (174) (174) Present value of lease liabilities — 1,329 1,329 Less: current portion of lease liabilities — 579 579 Noncurrent lease liabilities $ — $ 750 $ 750 | Future minimum lease payments and related lease liabilities as of December 31, 2020 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2021 $ 127 $ 469 $ 596 2022 — 445 445 2023 — 177 177 2024 — 131 131 2025 — 95 95 Thereafter — 14 14 Total lease payments 127 1,331 1,458 Less: imputed interest (3) (162) (165) Present value lease $ 124 $ 1,169 $ 1,293 Less: current portion of lease liabilities 124 397 521 Noncurrent lease liabilities $ — $ 772 $ 772 |
Schedule of future minimum lease payments and related lease liabilities of financing leases | Future minimum lease payments and related lease liabilities as of September 30, 2021 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities Remainder 2021 $ — $ 167 $ 167 2022 — 620 620 2023 — 306 306 2024 — 239 239 2025 — 148 148 Thereafter — 23 23 Total lease payments — 1,503 1,503 Less: imputed interest — (174) (174) Present value of lease liabilities — 1,329 1,329 Less: current portion of lease liabilities — 579 579 Noncurrent lease liabilities $ — $ 750 $ 750 | Capital Lease Liabilities 2019 $ 274 2020 235 2021 153 2022 29 2023 — Thereafter — Total lease payments 691 Less: imputed interest (104) Present value of lease liabilities 587 Less: current portion of lease liabilities (206) Noncurrent lease liabilities $ 381 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT | ||
Summary of debt obligations | September 30, December 31, 2021 2020 Central Bank line of credit $ — $ 1,978 Central Bank promissory note — 2,122 PPP promissory note 1,665 — Total 1,665 4,100 Face value of convertible debenture 3,450 3,450 Less: principal converted to common shares (60) — Less: deemed fair value ascribed to conversion feature and warrants (1,523) (1,523) Plus: accretion of implied interest 610 324 Total convertible debt 2,477 2,251 Face value of Centurion debenture 8,000 — Less: deemed fair value ascribed to warrants (1,204) — Plus: accretion of implied interest 100 — Less: net debt issuance costs (587) — Total Centurion debt 6,309 — Total debt 10,451 6,351 Less: current portion of debt — (4,100) Long-term debt $ 10,451 $ 2,251 | As of December 31, 2020 and 2019, the Company’s debt obligations are summarized as follows (stated in thousands): December 31, 2020 2019 Bank line of credit $ 1,978 $ 1,000 Bank promissory note 2,122 1,418 4,100 2,418 Face value of convertible debenture 3,450 965 Less: fair value ascribed to conversion feature and warrants (1,523) (564) Plus: accretion of implied interest 324 5 2,251 406 Total debt 6,351 2,824 Less: current portion of debt (4,100) (1,664) Long-term debt $ 2,251 $ 1,160 |
Schedule of future minimum principal payments | As of September 30, 2021, future minimum principal payments are summarized as follows (stated in thousands): PPP Convertible Bank Loan Debt Indebtedness Remainder 2021 $ — $ — $ — 2022 — — — 2023 — 965 — 2024 — 2,425 — 2025 — — 8,000 2026 1,665 — — Total 1,665 3,390 8,000 Less: fair value ascribed to conversion feature and warrants — (1,523) (1,204) Plus: accretion and implied interest — 610 100 Less: net debt issuance costs — — (587) $ 1,665 $ 2,477 $ 6,309 | As of December 31, 2020, future minimum principal payments are summarized as follows (stated in thousands): Bank Convertible Indebtedness Debt 2021 $ 4,100 $ — 2022 — — 2023 — 965 2024 — 2,485 2025 — — Total $ 4,100 $ 3,450 Less: fair value ascribed to conversion feature and warrants — (1,523) Plus: accretion and implied interest — 324 $ 4,100 $ 2,251 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of stock options activity | Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares Subject Price Per Contractual Intrinsic Value to Options Share Life (in years) (in thousands) Balance at December 31, 2020 748,600 $ 5.25 4.00 Options granted 348,000 5.33 Options exercised (3,000) 6.40 Options canceled / expired (79,500) 5.96 Balance at September 30, 2021 1,014,100 5.16 3.62 $ 2,670 Vested and exercisable at September 30, 2021 636,008 4.93 3.39 $ 1,894 | Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares Subject Price Per Contractual Intrinsic Value to Options Share Life (in years) (in thousands) Balance at December 31, 2018 3,335,000 $ 0.48 Options granted 1,501,000 $ 1.56 Options exercised (650,000) $ 0.15 Options canceled / expired (1,000,000) $ 0.05 Balance at December 31, 2019 3,186,000 $ 1.12 4.62 Options granted 865,000 $ 0.95 Options exercised (50,000) $ 0.50 Options canceled / expired (258,000) $ 1.60 Balance at December 31, 2020 3,743,000 $ 1.05 4.00 $ 1,053 Vested and exercisable at December 31, 2020 2,352,601 $ 0.95 3.98 $ 995 |
Schedule of stock options outstanding and exercisable | Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number of Contractual Exercise Price Number Exercise Price Outstanding Life (in years) Per Share Exercisable Per Share 200,000 3.90 $ 0.25 200,000 $ 0.25 12,000 1.07 $ 14.00 12,000 $ 14.00 15,000 6.30 $ 9.00 15,000 $ 9.00 85,000 2.00 $ 9.00 73,667 $ 9.00 146,800 2.30 $ 7.80 127,227 $ 7.80 81,300 3.01 $ 6.40 48,780 $ 6.40 40,000 3.91 $ 4.50 18,667 $ 4.50 93,000 4.20 $ 4.85 31,000 $ 4.85 311,000 4.34 $ 5.30 103,667 $ 5.30 30,000 4.54 $ 5.60 6,000 $ 5.60 1,014,100 3.62 $ 5.16 636,008 $ 4.93 | Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number of Contractual Exercise Price Number Exercise Price Outstanding Life (in years) Per Share Exercisable Per Share 1,000,000 4.65 $ 0.05 1,000,000 $ 0.05 60,000 1.82 $ 2.80 60,000 $ 2.80 75,000 7.05 $ 1.80 75,000 $ 1.80 425,000 2.75 $ 1.80 311,667 $ 1.80 884,000 3.04 $ 1.56 530,401 $ 1.56 434,000 3.76 $ 1.28 202,533 $ 1.28 300,000 4.66 $ 0.90 60,000 $ 0.90 565,000 4.95 $ 0.97 113,000 $ 0.97 3,743,000 4.00 $ 1.05 2,352,601 $ 0.95 |
Schedule of assumptions were used to determine fair value of the awards | Nine Months Ended September 30, 2021 2020 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 % 3.0 % Dividend yield — % — % Expected volatility 91 % 107 % | Years Ended December 31, 2020 2019 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 - 2.5 % 2.0 % Dividend yield — % — % Expected volatility 91 - 107 % 100 % |
Schedule of changes in stock option liability | Balance at December 31, 2018 $ 246 Loss on revaluation 8 Reclassification option fair value at exercise to equity (188) Balance at December 31, 2019 $ 66 Gain on revaluation (50) Balance at December 31, 2020 $ 16 | |
Schedule of warrants | Number of Warrants outstanding Balance at December 31, 2020 3,665,006 Debenture, warrants issued (Note 4) 275,000 Balance at September 30, 2021 3,940,006 | Number of Warrants outstanding Balance at December 31, 2018 49,000 Warrants exercised (44,600) Warrants expired (4,400) Convertible debt, warrants issued (Note 8) 392,755 Balance at December 31, 2019 392,755 Convertible debt, warrants issued (Note 8) 1,511,609 Equity financing, warrants issued (discussed above) 16,420,664 Balance at December 31, 2020 18,325,028 |
Schedule of average exercise price of the outstanding warrants | Balance at December 31, 2018 $ 56 Loss on revaluation 14 Reclassification warrant fair value at exercise to equity (70) Balance at December 31, 2019 $ — | |
Schedule of warrants, valuation assumptions | Year Ended Year Ended December 31, 2020 December 31, 2019 Risk free rate of return 0.39 % 1.64 % Expected life 5.0 years 4.0 years Expected volatility 90 % 171 % Expected dividend per share nil nil Exercise price $ 0.78 $ 1.40 Stock price $ 0.96 $ 1.31 | |
Consultant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of assumptions were used to determine fair value of the awards | Years Ended December 31, 2020 2019 Risk free rate of return 0.1 % 1.7 % Expected life 1.8 years 2.8 years Expected volatility 100 % 170 % Expected dividend per share nil nil |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
LOSS PER SHARE | ||
Schedule of computation of basic and fully diluted loss per common share | The following table sets forth the computation of basic and fully diluted loss per share for the three and months ended September 30, 2021 and 2020 (stated in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) $ 91 $ (977) $ (2,447) $ (14,711) Basic weighted average common stock outstanding 11,838,032 6,988,058 11,528,371 6,968,728 Basic income (loss) per share $ 0.01 $ (0.14) $ (0.21) $ (2.11) Net income (loss) $ 91 $ (977) $ (2,447) $ (14,711) Basic weighted average common shares outstanding 11,838,032 6,988,058 11,528,371 6,968,728 Dilutive effect of stock options and warrants 3,886,071 — — — Dilutive weighted average common stock outstanding 15,724,103 6,988,058 11,528,371 6,968,728 Diluted income (loss) per share $ 0.01 $ (0.14) $ (0.21) $ (2.11) | The following table sets forth the computation of basic and fully diluted income per common share for the years ended December 31, 2020 and 2019 (stated in thousands, except per share amounts): Years Ended December 31, 2020 2019 Net income (loss) $ (15,036) $ 2,716 Basic weighted average common shares outstanding 36,233,127 34,402,607 Basic earnings (loss)per common share $ (0.41) $ 0.08 Net income (loss) $ (15,036) $ 2,716 Basic weighted average common shares outstanding 36,233,127 34,402,607 Dilutive effect of stock options, warrants, and performance shares — 7,510,000 Dilutive weighted average common shares outstanding 36,233,127 41,912,607 Diluted earnings loss) per common share $ (0.41) $ 0.06 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
ACQUISITION | ||
Schedule of assets acquired and liabilities assumed | Purchase price consideration: Cash $ 1,125 Common stock, at fair value 2,275 Total consideration $ 3,400 Assets acquired: Cash $ 51 Accounts receivable 2,000 Right of use assets 131 Total assets acquired 2,182 Liabilities assumed: Accounts payable and accrued liabilities 242 Lease liability 131 Total liabilities assumed 373 Preliminary Goodwill $ 1,591 | The table below presents the fair value that was allocated to assets and liabilities based upon fair values as determined by the Company (stated in thousands). Purchase price consideration: Promissory notes, at fair value $ 7,151 Common shares liability, at fair value 540 Total consideration $ 7,691 Assets acquired: Equipment $ 172 Intangibles 4,662 Total assets acquired 4,834 Goodwill 2,857 Total $ 7,691 |
NATURE OF OPERATIONS - Narrativ
NATURE OF OPERATIONS - Narrative (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021subsidiarysegment | Dec. 31, 2020USD ($)subsidiarysegment | |
Number of indirect wholly-owned subsidiaries | subsidiary | 2 | 2 |
Number of operating segments | segment | 1 | 1 |
Percentage of decline in number of procedures performed due to COVID-19 pandemic | 70.00% | |
Principal payment of notes | $ 9,500 | |
PPP Loan | ||
Principal payment of notes | 1,200 | |
Neuro Pro Monitoring | Due May 15, 2020 | ||
Principal payment of notes | $ 700 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | |
BASIS OF PRESENTATION | |||
Stockholders' Equity, Reverse Stock Split | During September 2021, the Company effectuated a five-for-one reverse stock split. All share, stock option and warrant information has been retroactively adjusted to reflect the stock split. See Note 5 for additional discussion. | ||
Reverse stock split ratio | 0.2 | 0.2 |
LEASES - (Details)
LEASES - (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021USD ($)item | Dec. 31, 2020USD ($)item | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Number of operating lease sub leases | item | 2 | 2 | |
Operating lease right of use asset | $ 124 | $ 196 | |
Finance lease right of use asset | $ 877 | 608 | 466 |
Total right of use asset | 877 | 732 | 662 |
Accumulated amortization of finance lease assets | $ 1,800 | $ 1,300 | $ 1,000 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Rate of interest for finance lease | 6.50% | 6.50% | |
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Rate of interest for finance lease | 12.20% | 2.20% |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease cost: | ||||
Operating leases | $ 227 | $ 159 | $ 212 | $ 63 |
Amortization of ROU assets | 372 | 398 | ||
Interest on lease liabilities | 69 | 60 | 64 | 91 |
Total finance lease cost | 441 | 458 | 435 | 398 |
Total lease cost | $ 668 | $ 617 | $ 647 | $ 461 |
LEASES - Lease Terms and Discou
LEASES - Lease Terms and Discount Rates (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
LEASES | |||
Weighted average remaining lease term: Operating leases (in years) | 0 years | 6 months | |
Weighted average remaining lease term: Financing leases (in years) | 3 years 1 month 6 days | 3 years 3 months 18 days | |
Weighted average discount rate: Operating leases (as a percent) | 6.90% | ||
Weighted average discount rate: Financing leases (as a percent) | 8.10% | 7.90% | |
ROU assets acquired in exchange for finance lease liabilities | $ 431 | $ 513 | $ 586 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 127 | |
Total lease payments | 127 | |
Less: imputed interest | (3) | |
Present value of lease liabilities | 124 | |
Less: current portion of lease liabilities | 124 | |
Finance Leases | ||
Remainder 2021 | $ 167 | |
2022 | 620 | 469 |
2023 | 306 | 445 |
2024 | 239 | 177 |
2025 | 148 | 131 |
Thereafter | 23 | |
Total lease payments | 1,503 | 1,331 |
Less: imputed interest | (174) | (162) |
Present value of lease liabilities | 1,329 | 1,169 |
Less: current portion of lease liabilities | 579 | 397 |
Noncurrent lease liabilities | 750 | 772 |
Total Lease Liabilities | ||
Remainder 2021 | 167 | 596 |
2022 | 620 | 445 |
2023 | 306 | 177 |
2024 | 239 | 131 |
2025 | 148 | 95 |
Thereafter | 23 | 14 |
Total lease payments | 1,503 | 1,458 |
Less: imputed interest | (174) | (165) |
Present value of lease liabilities | 1,329 | 1,293 |
Less: current portion of lease liabilities | 579 | 521 |
Noncurrent lease liabilities | $ 750 | $ 772 |
DEBT - Debt Obligations (Detail
DEBT - Debt Obligations (Details) $ / shares in Units, $ in Thousands | Jun. 10, 2021USD ($)D | Jul. 31, 2021 | Jan. 31, 2019USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 09, 2021$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 01, 2020$ / sharesshares | Apr. 30, 2020USD ($)$ / sharesshares | Nov. 22, 2019$ / shares |
Debt | ||||||||||||
Bank debt obligations | $ 4,100 | $ 2,418 | ||||||||||
Less: deemed fair value ascribed to conversion feature and warrants | (1,523) | (564) | ||||||||||
Plus: accretion of implied interest | 324 | 5 | ||||||||||
Total | 2,251 | 406 | ||||||||||
Total debt | $ 10,451 | 6,351 | 2,824 | |||||||||
Less: Current portion | (4,100) | (1,664) | ||||||||||
Long-term debt | 10,451 | 2,251 | 1,160 | |||||||||
Face amount | 3,450 | 965 | $ 1,700 | |||||||||
Commitment fee (in percent) | 2.25% | |||||||||||
Commitment fee | $ 248 | |||||||||||
Common share purchase warrants | shares | 275,000 | |||||||||||
Shares per warrant | shares | 1 | 1 | ||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 7.55 | $ 0.78 | $ 1.90 | |||||||||
Term of warrants | 48 months | 5 years | ||||||||||
Interest expense | 138 | $ 252 | ||||||||||
Central Bank line of credit | ||||||||||||
Debt | ||||||||||||
Total | 1,978 | |||||||||||
Maximum borrowing capacity | $ 1,000 | $ 1,000 | ||||||||||
Senior Term Loan | ||||||||||||
Debt | ||||||||||||
Maximum borrowing capacity | 6,000 | |||||||||||
Senior Revolving Loan | ||||||||||||
Debt | ||||||||||||
Maximum borrowing capacity | $ 2,000 | |||||||||||
Number of business days prior to written notice of prepayment | D | 10 | |||||||||||
Minimum prepayment advances outstanding | $ 250 | |||||||||||
Percentage of aggregate advances outstanding | 25.00% | |||||||||||
Term of of written notice of company's intention to prepay | 30 days | |||||||||||
Term of interest | 12 months | |||||||||||
Senior Term Acquisition Line | ||||||||||||
Debt | ||||||||||||
Maximum borrowing capacity | $ 3,000 | |||||||||||
Central Bank Debt PPP promissory note | ||||||||||||
Debt | ||||||||||||
Total | 1,665 | 4,100 | ||||||||||
Central Bank promissory note | ||||||||||||
Debt | ||||||||||||
Total | 2,122 | |||||||||||
PPP promissory note | ||||||||||||
Debt | ||||||||||||
Total | 1,665 | |||||||||||
Face amount | $ 1,700 | $ 1,200 | ||||||||||
Bearing interest rate | 1.00% | 1.00% | ||||||||||
Convertible debenture | ||||||||||||
Debt | ||||||||||||
Less: principal converted to common shares | (60) | |||||||||||
Less: deemed fair value ascribed to conversion feature and warrants | 1,523 | 1,523 | ||||||||||
Plus: accretion of implied interest | 610 | 324 | ||||||||||
Total | 2,477 | 2,251 | ||||||||||
Face amount | 3,450 | $ 3,450 | ||||||||||
Bearing interest rate | 9.00% | |||||||||||
Shares per warrant | shares | 357 | |||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.90 | |||||||||||
Term of warrants | 3 years | |||||||||||
Centurion debenture | ||||||||||||
Debt | ||||||||||||
Less: deemed fair value ascribed to conversion feature and warrants | (1,204) | |||||||||||
Plus: accretion of implied interest | 100 | |||||||||||
Less: net debt issuance costs | (587) | |||||||||||
Total | 8,000 | |||||||||||
Total debt | $ 6,309 | |||||||||||
Debenture with Maturity Date of June 9, 2025 | ||||||||||||
Debt | ||||||||||||
Face amount | $ 11,000 | |||||||||||
Bearing interest rate | 9.50% | |||||||||||
Interest rate during period | 1.50% | |||||||||||
Interest on over due interest | 3.00% | |||||||||||
LIBOR | Central Bank line of credit | ||||||||||||
Debt | ||||||||||||
Variable rate | 3.50% | 3.50% | ||||||||||
Royal Bank of Canada Prime Rate | Debenture with Maturity Date of June 9, 2025 | ||||||||||||
Debt | ||||||||||||
Variable rate | 7.05% |
DEBT - Future Minimum Principal
DEBT - Future Minimum Principal Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Total | $ 2,251 | $ 406 | |
Less: deemed fair value ascribed to conversion feature and warrants | (1,523) | (564) | |
Plus: accretion of implied interest | 324 | 5 | |
Total debt | $ 10,451 | 6,351 | $ 2,824 |
PPP Loan | |||
Debt Instrument [Line Items] | |||
2026 | 1,665 | ||
Total | 1,665 | ||
Total debt | 1,665 | ||
Bank Indebtedness | |||
Debt Instrument [Line Items] | |||
2022 | 4,100 | ||
2023 | 965 | ||
2024 | 2,425 | ||
Total | 3,390 | 4,100 | |
Less: deemed fair value ascribed to conversion feature and warrants | (1,523) | ||
Plus: accretion of implied interest | 610 | ||
Total debt | 2,477 | 4,100 | |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
2024 | 965 | ||
2025 | 8,000 | 2,485 | |
Total | 8,000 | 3,450 | |
Less: deemed fair value ascribed to conversion feature and warrants | (1,204) | (1,523) | |
Plus: accretion of implied interest | 100 | 324 | |
Less: net debt issuance costs | (587) | ||
Total debt | $ 6,309 | $ 2,251 |
SHARE CAPITAL - Narrative (Deta
SHARE CAPITAL - Narrative (Details) | Apr. 30, 2021USD ($)shares | Dec. 01, 2020shares | Sep. 30, 2021$ / sharesshares | Sep. 30, 2020shares | Jun. 30, 2020$ / sharesshares | Sep. 30, 2021$ / sharesshares | Sep. 30, 2020USD ($) | Aug. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||
Common stock, shares authorized | 180,000,000 | 180,000,000 | 900,000,000 | 180,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, shares issued | 11,839,304 | 11,839,304 | 11,275,788 | 34,795,313 | ||||||
Common stock, shares outstanding | 11,839,304 | 11,839,304 | 11,275,788 | 34,795,313 | ||||||
Reverse stock split ratio | 0.2 | 0.2 | ||||||||
Fractional shares issued | 0 | |||||||||
Shares issued | 16,357,703 | 156,032 | ||||||||
Share price | $ / shares | $ 4 | |||||||||
Outstanding principal | $ | $ 60,000,000 | |||||||||
Shares issued on conversion of debt | 13,384 | |||||||||
Sentry Neuromonitoring, LLC | ||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||
Value of common stock issuable | $ | $ 1,625,000 | |||||||||
Common stock issuable | 237,226 | |||||||||
Held in escrow, Value | $ | $ 650,000 | |||||||||
Held in escrow, Shares | 94,891 | |||||||||
Common stock lock up period | 12 months |
SHARE CAPITAL - Stock Options (
SHARE CAPITAL - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 01, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Share Capital | ||||
Shares issued | 16,357,703 | 156,032 | ||
Stock Options | ||||
Share Capital | ||||
Shares available for issuance | 1,183,930 | |||
Maximum percentage | 10.00% | |||
Shares issued | 1,014,100 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Options at beginning of period (in shares) | 748,600 | |||
Options granted (in shares) | 348,000 | |||
Options exercised (in shares) | (3,000) | |||
Options canceled / expired (in shares) | (79,500) | |||
Options at end of period (in shares) | 1,014,100 | 748,600 | ||
Options vested and exercisable as at end of the period | 636,008 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Exercise Price at beginning of period (in dollars per share) | $ 5.25 | |||
Options granted (in dollars per share) | 5.33 | |||
Options exercised (in dollars per share) | 6.40 | |||
Options canceled / expired (in dollars per share) | 5.96 | |||
Exercise Price at end of period (in dollars per share) | 5.16 | $ 5.25 | ||
Exercise Price vested and exercisable (in dollars per share) | $ 4.93 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Weighted Average Remaining life (in years) | 3 years 7 months 13 days | 4 years | ||
Weighted Average Remaining life vested and exercisable (in years) | 3 years 4 months 20 days | |||
Aggregate Intrinsic Value | $ 2,670 | |||
Aggregate Intrinsic Value vested and exercisable | $ 1,894 |
SHARE CAPITAL - Stock Options O
SHARE CAPITAL - Stock Options Outstanding and Exercisable (Details) - Stock options - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 1,014,100 | 3,743,000 | 3,186,000 | 3,335,000 |
Weighted Average Remaining life (in years) | 3 years 7 months 13 days | 4 years | 4 years 7 months 13 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.16 | $ 1.05 | $ 1.12 | $ 0.48 |
Number Exercisable (in shares) | 636,008 | 2,352,601 | ||
Exercise Price exercisable (in dollars per share) | $ 4.93 | $ 0.95 | ||
Range One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 200,000 | 1,000,000 | ||
Weighted Average Remaining life (in years) | 3 years 10 months 24 days | 4 years 7 months 24 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 0.25 | $ 0.05 | ||
Number Exercisable (in shares) | 200,000 | 1,000,000 | ||
Exercise Price exercisable (in dollars per share) | $ 0.25 | $ 0.05 | ||
Range Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 12,000 | 60,000 | ||
Weighted Average Remaining life (in years) | 1 year 25 days | 1 year 9 months 25 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 14 | $ 2.80 | ||
Number Exercisable (in shares) | 12,000 | 60,000 | ||
Exercise Price exercisable (in dollars per share) | $ 14 | $ 2.80 | ||
Range Three [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 15,000 | 75,000 | ||
Weighted Average Remaining life (in years) | 6 years 3 months 18 days | 7 years 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 9 | $ 1.80 | ||
Number Exercisable (in shares) | 15,000 | 75,000 | ||
Exercise Price exercisable (in dollars per share) | $ 9 | $ 1.80 | ||
Range Four [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 85,000 | 425,000 | ||
Weighted Average Remaining life (in years) | 2 years | 2 years 9 months | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 9 | $ 1.80 | ||
Number Exercisable (in shares) | 73,667 | 311,667 | ||
Exercise Price exercisable (in dollars per share) | $ 9 | $ 1.80 | ||
Range Five [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 146,800 | 884,000 | ||
Weighted Average Remaining life (in years) | 2 years 3 months 18 days | 3 years 14 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 7.80 | $ 1.56 | ||
Number Exercisable (in shares) | 127,227 | 530,401 | ||
Exercise Price exercisable (in dollars per share) | $ 7.80 | $ 1.56 | ||
Range Six [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 81,300 | 434,000 | ||
Weighted Average Remaining life (in years) | 3 years 3 days | 3 years 9 months 3 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 6.40 | $ 1.28 | ||
Number Exercisable (in shares) | 48,780 | 202,533 | ||
Exercise Price exercisable (in dollars per share) | $ 6.40 | $ 1.28 | ||
Range Seven [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 40,000 | 300,000 | ||
Weighted Average Remaining life (in years) | 3 years 10 months 28 days | 4 years 7 months 28 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 4.50 | $ 0.90 | ||
Number Exercisable (in shares) | 18,667 | 60,000 | ||
Exercise Price exercisable (in dollars per share) | $ 4.50 | $ 0.90 | ||
Range Eight [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 93,000 | 565,000 | ||
Weighted Average Remaining life (in years) | 4 years 2 months 12 days | 4 years 11 months 12 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 4.85 | $ 0.97 | ||
Number Exercisable (in shares) | 31,000 | 113,000 | ||
Exercise Price exercisable (in dollars per share) | $ 4.85 | $ 0.97 | ||
Range Nine [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 311,000 | |||
Weighted Average Remaining life (in years) | 4 years 4 months 2 days | |||
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.30 | |||
Number Exercisable (in shares) | 103,667 | |||
Exercise Price exercisable (in dollars per share) | $ 5.30 | |||
Range Ten [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 30,000 | |||
Weighted Average Remaining life (in years) | 4 years 6 months 14 days | |||
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.60 | |||
Number Exercisable (in shares) | 6,000 | |||
Exercise Price exercisable (in dollars per share) | $ 5.60 |
SHARE CAPITAL - Assumptions Use
SHARE CAPITAL - Assumptions Used (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (in years) | 5 years | 5 years | 5 years | 5 years |
Risk-free interest rate | 0.40% | 3.00% | 2.00% | |
Dividend yield | 0.00% | 0.00% | ||
Expected volatility | 91.00% | 107.00% | 100.00% | |
Consultant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (in years) | 1 year 9 months 18 days | 2 years 9 months 18 days | ||
Risk-free interest rate | 0.10% | 1.70% | ||
Dividend yield | 0.00% | 0.00% | ||
Expected volatility | 100.00% | 170.00% |
SHARE CAPITAL - Stock-based Com
SHARE CAPITAL - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
SHARE CAPITAL | ||||||
Stock-based compensation expense recognized | $ 210 | $ 88 | $ 818 | $ 456 | $ 548 | $ 1,200 |
Unrecognized compensation cost | $ 925 | $ 925 | $ 595 | |||
Unvested stock options (in shares) | 378,092 | 378,092 | 1,390,399 | |||
Weighted-average remaining vesting period | 2 years 2 months 12 days | 2 years 3 months 18 days |
SHARE CAPITAL - Warrants (Detai
SHARE CAPITAL - Warrants (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
SHARE CAPITAL | |
Balance at Beginning of period (in shares) | 3,665,006 |
Debenture, warrants issued (Note 4) | 275,000 |
Balance at End of period (in shares) | 3,940,006 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Net income (loss) | $ 91 | $ (977) | $ (2,447) | $ (14,711) | $ (15,036) | $ 2,716 |
Basic weighted average common stock outstanding | 11,838,032 | 6,988,058 | 11,528,371 | 6,968,728 | 36,233,127 | 34,402,607 |
Basic income (loss) per share | $ 0.01 | $ (0.14) | $ (0.21) | $ (2.11) | $ (0.41) | $ 0.08 |
Dilutive effect of stock options and warrants | 3,886,071 | 7,510,000 | ||||
Dilutive weighted average common stock outstanding | 15,724,103 | 6,988,058 | 11,528,371 | 6,968,728 | 36,233,127 | 41,912,607 |
Diluted income (loss) per share | $ 0.01 | $ (0.14) | $ (0.21) | $ (2.11) | $ (0.41) | $ 0.06 |
Stock options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of diluted weighted average common shares | 227,893 | 3,743,000 | ||||
Warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of diluted weighted average common shares | 462,068 | 18,325,028 |
ACQUISITION - Narrative (Detail
ACQUISITION - Narrative (Details) - Sentry Neuromonitoring, LLC | Apr. 30, 2021USD ($)installmentitemshares | Sep. 30, 2021USD ($) |
Business Acquisition [Line Items] | ||
Cash consideration | $ 1,125,000 | |
Cash consideration, at closing | 153,125 | |
Cash consideration, within 30 days | 153,125 | |
Cash consideration, in thirty-six equal monthly installments (including interest) | $ 818,750 | |
Number of monthly installments | installment | 36 | |
Value of common stock issuable | $ 1,625,000 | |
Common stock issuable | shares | 237,226 | |
Held in escrow, Value | $ 650,000 | |
Held in escrow, Shares | shares | 94,891 | |
Common stock lock up period | 12 months | |
Receivable bonus payable | $ 250,000,000 | |
Threshold amount in account receivable to pay receivable bonus | $ 3,000,001,000 | |
Number of payments in which receivable bonus is paid | item | 3 | |
Receivable bonus payable on 30th day | $ 100,000 | |
Receivable bonus payable on 60th day | 100,000 | |
Receivable bonus payable on 90th day | 50,000 | |
Founders bonus payable | 25,000 | |
Minimum annual base salary | 175,000 | |
Annual variable compensation bonus | 50,000 | |
Kenneth Sly | ||
Business Acquisition [Line Items] | ||
Founders bonus payable | $ 50,000 | |
Maximum | ||
Business Acquisition [Line Items] | ||
Reimbursement of expenses to seller | $ 50,000 |
ACQUISITION - Assets Acquired (
ACQUISITION - Assets Acquired (Details) - USD ($) | Apr. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities assumed: | ||||
Preliminary Goodwill | $ 4,448,000 | $ 2,857,000 | $ 2,857,000 | |
Sentry Neuromonitoring, LLC | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 1,125,000 | |||
Common stock, at fair value | 2,275,000 | |||
Total consideration | 3,400,000 | |||
Assets acquired: | ||||
Cash | 51,000 | |||
Accounts receivable | 2,000,000 | |||
Right of use assets | 131,000 | |||
Total assets acquired | 2,182,000 | |||
Liabilities assumed: | ||||
Accounts payable and accrued liabilities | 242,000 | |||
Lease liability | 131,000 | |||
Total liabilities assumed | 373,000 | |||
Preliminary Goodwill | $ 1,591,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands, $ in Millions | Dec. 01, 2020shares | Nov. 08, 2016CAD ($)itemshares | Jun. 30, 2020shares | Jun. 30, 2021shares | Dec. 31, 2020USD ($)agreementshares |
Commitments and Contingencies | |||||
Shares issued | 16,357,703 | 156,032 | |||
Performance Shares | |||||
Commitments and Contingencies | |||||
Number of executives | 2 | 2 | |||
EBITDA threshold | $ 7,500 | $ 7.5 | |||
Shares issued | 1,200,000 | 1,000,000 | |||
Trailing days for average closing price | 30 days | 30 days | |||
Liability recorded for value of shares | $ | $ 16 | ||||
Number of performances shares settled | 200,000 | 1,000,000 | |||
Performance Shares | Employee | Mr. Parsons | |||||
Commitments and Contingencies | |||||
Number of performances shares settled | 1,700,000 |
SUBSEQUENT EVENTS (Detail)
SUBSEQUENT EVENTS (Detail) - USD ($) | Nov. 15, 2021 | Oct. 01, 2021 | Jan. 29, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Common share issuance | $ 102,000 | $ 832,000 | $ 102,000 | $ 9,611,000 | |||
Subsequent Events | |||||||
Options granted (in shares) | 197,000 | 1,625,000 | |||||
Stock based compensation settlement approximate amount | $ 700,000 | ||||||
Private Placements | Subsequent Events | |||||||
Sale of Stock, Price Per Share | $ 5.25 | ||||||
Common share issuance | $ 900,000 | ||||||
Proceeds from Issuance of Private Placement | $ 4,750,000 |
CONDENSED CONSOLIDATED BALANC_3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 4,386 | $ 59 |
Accounts receivable, net | 14,965 | 30,863 |
Income tax receivable | 150 | |
Other current assets | 284 | 168 |
Due from PEs | 4,856 | 2,489 |
Due from related parties | 334 | 128 |
Total current assets | 24,975 | 33,707 |
Equity method investments | 608 | 2,360 |
Property, plant and equipment, net | 356 | 209 |
Operating lease right of use asset | 124 | 196 |
Finance lease right of use asset | 608 | 466 |
Intangibles, net | 4,115 | 4,587 |
Goodwill | 2,857 | 2,857 |
Total assets | 33,643 | 44,382 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,871 | 4,365 |
Current portion of debt | 4,100 | 1,664 |
Current portion of lease liability | 521 | 461 |
Current portion of acquisition debt | 5,030 | |
Other current liabilities | 96 | 81 |
Total current liabilities | 7,588 | 11,601 |
Lease liability, net of current portion | 772 | 500 |
Debt, net of current portion | 2,251 | 1,160 |
Acquisition debt, net of current portion | 2,429 | |
Provision for acquisition share issuance | 540 | 540 |
Provision for fair value of stock options | 16 | 66 |
Provision for performance share issuance | 2,668 | 16,011 |
Deferred tax liability, net | 599 | 2,010 |
Total liabilities | 14,434 | 34,317 |
Commitments and contingencies (Note 15) | ||
SHAREHOLDERS' EQUITY | ||
Common stock: $0.001 par value; 900,000,000 shares authorized; 56,378,939 and 34,795,313 shares issued and outstanding, as of December 31, 2020 and 2019, respectively | 11 | |
Additional paid-in capital | 30,841 | 6,682 |
Retained earnings (deficit) | (11,688) | 3,348 |
Total shareholders' equity | 19,209 | 10,065 |
Total liabilities and shareholders' equity | 33,643 | 44,382 |
Common Stock | ||
SHAREHOLDERS' EQUITY | ||
Common stock: $0.001 par value; 900,000,000 shares authorized; 56,378,939 and 34,795,313 shares issued and outstanding, as of December 31, 2020 and 2019, respectively | 56 | 35 |
Total shareholders' equity | $ 11 | $ 7 |
CONDENSED CONSOLIDATED BALANC_4
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 180,000,000 | 900,000,000 | 180,000,000 | |
Common stock, shares issued | 11,839,304 | 11,275,788 | 34,795,313 | |
Common stock, shares outstanding | 11,839,304 | 11,275,788 | 34,795,313 | |
Common Stock | ||||
Common stock, shares authorized | 900,000,000 | 900,000,000 | ||
Common stock, shares issued | 56,378,939 | |||
Common stock, shares outstanding | 56,378,939 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||||||||||||
Revenue | $ 8,546 | $ 5,964 | $ 3,963 | $ (10,736) | $ 4,333 | $ (4,659) | $ 7,951 | $ 8,389 | $ 6,044 | $ 19,533 | $ (2,440) | $ 3,524 | $ 17,725 |
Cost of revenues | 4,254 | 2,232 | 9,956 | 5,062 | 7,912 | 4,955 | |||||||
Gross margin | 4,292 | 1,731 | 9,577 | (7,502) | (4,388) | 12,770 | |||||||
Operating expenses | |||||||||||||
General and administrative | 3,180 | 1,957 | 10,275 | 5,853 | 9,592 | 8,427 | |||||||
Sales and marketing | 247 | 349 | 748 | 801 | 1,209 | 1,435 | |||||||
Depreciation and amortization | 293 | 249 | 965 | 769 | 1,014 | 537 | |||||||
Total operating expenses | 3,720 | 2,555 | 11,988 | 7,423 | 11,815 | 10,399 | |||||||
Income (loss) from operations | 572 | (824) | (2,411) | (14,925) | (16,203) | 2,371 | |||||||
Other income/(expenses) | |||||||||||||
Income (loss) from equity method investments | 139 | (232) | 136 | (1,449) | (1,194) | 1,305 | |||||||
Gain on Payroll Protection Program loan | 1,211 | ||||||||||||
Gain on extinguishment of acquisition debt | 188 | ||||||||||||
Other income, net | (27) | (3) | (29) | 50 | 89 | 172 | |||||||
Accretion expense | (171) | (227) | (386) | (619) | (782) | (74) | |||||||
Interest expense, net | (264) | (58) | (500) | (164) | (530) | (252) | |||||||
Total other expense | (323) | (520) | (779) | (2,182) | (1,018) | 1,151 | |||||||
Income (loss) before income taxes | 249 | $ (114) | (1,344) | $ (15,284) | $ (479) | $ (8,942) | $ 4,763 | $ 5,324 | $ 2,377 | (3,190) | (17,107) | (17,221) | 3,522 |
Income tax benefit (expense) | (158) | 367 | 743 | 2,396 | 2,185 | (806) | |||||||
Net loss | $ 91 | $ (977) | $ (2,447) | $ (14,711) | $ (15,036) | $ 2,716 | |||||||
Income (loss) per common share | |||||||||||||
Basic | $ 0.01 | $ (0.14) | $ (0.21) | $ (2.11) | $ (0.41) | $ 0.08 | |||||||
Diluted | $ 0.01 | $ (0.14) | $ (0.21) | $ (2.11) | $ (0.41) | $ 0.06 | |||||||
Weighted average number of shares used in per share calculation - basic | 11,838,032 | 6,988,058 | 11,528,371 | 6,968,728 | 36,233,127 | 34,402,607 | |||||||
Weighted average number of shares used in per share calculation - diluted | 15,724,103 | 6,988,058 | 11,528,371 | 6,968,728 | 36,233,127 | 41,912,607 | |||||||
Patient service fees, net | |||||||||||||
Revenue | |||||||||||||
Revenue | $ 6,443 | $ 2,965 | $ 13,087 | $ (6,342) | $ (3,443) | $ 13,738 | |||||||
Hospital, management and other | |||||||||||||
Revenue | |||||||||||||
Revenue | $ 2,103 | $ 998 | $ 6,446 | $ 3,902 | $ 6,967 | $ 3,987 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net income (loss) | $ (15,036) | $ 2,716 |
Adjustments to reconcile net income to net cash used in operating activities | ||
Cash receipts from operations | 13,794 | 8,014 |
Losses (earnings) from equity method investments | 1,194 | (1,305) |
Stock-based compensation | 548 | 1,259 |
Depreciation and amortization | 1,014 | 537 |
Provision for broker warrant fair value | 14 | |
Provision for stock option fair value | (50) | 8 |
Gain on Paycheck Protection Program loan | (1,211) | |
Gain on extinguishment of acquisition debt | (188) | |
Accretion expense | 782 | 74 |
Settlement of payables | 40 | |
Tax impact of equity component of convertible debt issuance | (388) | |
Deferred income taxes, net | (1,561) | 684 |
Change in operating assets and liabilities | ||
Accounts receivable, net | 2,104 | (14,879) |
Prepaid expenses | (116) | |
Right of use assets | (301) | |
Accounts payable and accrued liabilities | (1,494) | 509 |
Due from related parties | (2,573) | (1,903) |
Lease liability | 843 | |
Income taxes | (55) | |
Other assets and liabilities | 66 | 99 |
Net cash used in operating activities | (2,533) | (4,228) |
Cash flows from investing activities | ||
Purchase of equipment and furniture | (319) | (48) |
Acquisition debt | (7,736) | (466) |
Distributions received from equity method investments | 558 | 979 |
Net cash provided by (used in) investing activities | (7,497) | 465 |
Cash flows from financing activities | ||
Proceeds from exercise of stock options and warrants | 19 | 16 |
Proceeds from common share issuance, net | 9,611 | |
Proceeds from promissory note | 2,000 | |
Repayment of promissory note | (582) | |
Proceeds from line of credit | 2,122 | 1,000 |
Repayment of line of credit | (1,000) | (274) |
Proceeds from term loan | 1,978 | |
Repayment of term loan | (1,418) | |
Proceeds from Paycheck Protection Program | 1,211 | |
Proceeds from convertible debenture | 2,485 | 965 |
Principal payments of finance leases | (651) | (372) |
Proceeds from sale leaseback | 238 | |
Net cash provided by financing activities | 14,357 | 2,991 |
Increase (decrease) in cash | 4,327 | (772) |
Cash at beginning of period | 59 | 831 |
Cash at end of period | 4,386 | 59 |
Supplemental cash flow information | ||
Interest paid | 498 | 119 |
Income taxes paid | $ 55 | 156 |
Supplemental non-cash flow information | ||
Reclassification warrant fair value at exercise to equity | 70 | |
Related party receivable settled for common shares | (2,191) | |
Littleton Professional Reading | ||
Supplemental non-cash flow information | ||
Liability for acquisition | 234 | |
Neuro-Pro Monitoring | ||
Supplemental non-cash flow information | ||
Liability for acquisition | $ 7,700 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Retained earnings (deficit) | Total |
Beginning Balance at Dec. 31, 2018 | $ 36 | $ 6,458 | $ 632 | $ 7,126 |
Beginning Balance (in shares) at Dec. 31, 2018 | 35,562,105 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options | 80 | 80 | ||
Exercise of stock options (in shares) | 650,000 | |||
Exercise of warrants | 16 | 16 | ||
Exercise of warrants (in shares) | 44,600 | |||
Reclassification warrant fair value at exercise to equity | 70 | 70 | ||
Stock-based compensation | 1,259 | 1,259 | ||
Reclassification of stock option fair value at exercise to equity | 188 | 188 | ||
Expected tax loss of future stock compensation option exercises | 179 | 179 | ||
Equity component of convertible debt issuance | 564 | 564 | ||
Fair value of finders' warrants | 58 | 58 | ||
Settlement of related party receivable | $ (1) | (2,190) | (2,191) | |
Settlement of related party receivable (in shares) | (1,461,392) | |||
Net income (loss) | 2,716 | 2,716 | ||
Ending Balance at Dec. 31, 2019 | $ 35 | 6,682 | 3,348 | 10,065 |
Ending Balance (in shares) at Dec. 31, 2019 | 34,795,313 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options | 19 | 19 | ||
Exercise of stock options (in shares) | 50,000 | |||
Common share issuance, net | $ 16 | 9,595 | 9,611 | |
Share issuance, net (in shares) | 16,483,626 | |||
Stock-based compensation | 548 | 548 | ||
Tax impact of equity component of convertible debt issuance | (388) | (388) | ||
Equity component of convertible debt issuance | 961 | 961 | ||
Fair value of finders' warrants | 46 | 46 | ||
Settlement of performance share liability | $ 5 | 13,338 | 13,343 | |
Settlement of performance share liability (in shares) | 5,000,000 | |||
Settlement of Payables | 40 | 40 | ||
Settlement of payables (in shares) | 50,000 | |||
Net income (loss) | (15,036) | (15,036) | ||
Ending Balance at Dec. 31, 2020 | $ 56 | $ 30,841 | $ (11,688) | $ 19,209 |
Ending Balance (in shares) at Dec. 31, 2020 | 56,378,939 |
NATURE OF OPERATIONS_2
NATURE OF OPERATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
NATURE OF OPERATIONS | ||
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Assure Holdings Corp. (the “Company” or “Assure”), through its two wholly-owned subsidiaries, Assure Neuromonitoring, LLC (“Neuromonitoring”) and Assure Networks, LLC (“Networks”), provides outsourced intraoperative neurophysiological monitoring (“IONM”) and is an emerging provider of remote neurology services. The Company delivers a turnkey suite of clinical and operational services to support surgeons and medical facilities during invasive procedures including spine, neurosurgery, ear, nose, and throat, cardiovascular and orthopedic. Accredited by The Joint Commission, Assure’s mission is to provide exceptional surgical care and a positive patient experience. IONM identifies real-time changes in spinal cord, brain, and peripheral nerve functions during high-risk surgeries to prevent injuries or accidental damage to patients that could lead to strokes, heart attacks, paralysis or other serious medical issues. IONM is well established and is regarded as the standard of care in U.S healthcare. Assure employs highly trained IONM technologists, who provide a direct point of contact in the operating room to relay critical information to the surgical team while Company physicians deliver remote neurology services in support of the surgical team. In addition, Assure offers surgeons and medical facilities a value-added platform that manages patient scheduling, billing and collections, physician relationship management and patient advocacy services. The high quality IONM support that Assure provides results in decreased hospital and surgeon liability, abbreviated patient stays, fewer readmissions, reduced hospital costs, enhanced overall patient satisfaction and the efficient achievement of better clinical outcomes. The Company maintains operations in twelve U.S. states. Assure believes that continued geographic expansion initiatives, facility-wide outsourcing agreements with medical facilities, the acceleration of its remote neurology services platform, and selective acquisitions will combine to generate substantial growth opportunities going forward. The Company was originally incorporated in Colorado on November 7, 2016. In conjunction with a reverse merger with Montreux Capital Corp., a British Columbia corporation, the Company was redomesticated from British Columbia to Nevada on May 16, 2017. Neuromonitoring was formed on August 25, 2015 in Colorado and it currently has multiple wholly-owned subsidiaries. The Company’s services are sold in the United States, directly through the Company. Networks was formed on November 7, 2016 in Colorado and holds varying ownerships interests in numerous Provider Network Entities (“PEs”), which are professional IONM entities. These entities are accounted for under the equity method of accounting. Networks also manages other PEs that Networks does not have an ownership interest and charges those PEs a management fee which is accounted for as service revenue. The Company operates in the United States in one segment. COVID-19 Our business and results of operations have been, and continues to be, adversely affected by the global COVID-19 pandemic and related events and we expect its impact to continue. The impact to date has included periods of significant volatility in various markets and industries, including the healthcare industry. The volatility has had, and we anticipate it will continue to have, an adverse effect on our customers and on our business, financial condition and results of operations, and may result in an impairment of our long-lived assets, including goodwill, increased credit losses and impairments of investments in other companies. In particular, the healthcare industry, hospitals and providers of elective procedures have been and may continue to be impacted by the pandemic and/or other events beyond our control, and further volatility could have an additional negative impact on these industries, customers, and our business. In addition, the COVID-19 pandemic and, to a lesser extent, the impact on other industries, including automotive, electronics and real estate, increased fuel costs, U.S. restrictions on trade, and transitory inflation have impacted and may continue to impact the financial conditions of our customers and the patients they serve. In addition, actions by United States federal, state and foreign governments to address the COVID-19 pandemic, including travel bans, stay-at-home orders and school, business and entertainment venue closures, also had and may continue to have a significant adverse effect on the markets in which we conduct our businesses. COVID-19 poses the risk that our workforce, suppliers, and other partners may be prevented from conducting normal business activities for an extended period of time, including due to shutdowns or stay-at-home orders that may be requested or mandated by governmental authorities. We have implemented policies to allow our employees to work remotely as a result of the pandemic as we reviewed processes related to workplace safety, including social distancing and sanitation practices recommended by the Centers for Disease Control and Prevention (CDC). The COVID-19 pandemic could also cause delays in acquiring new customers and executing renewals and could also impact our business as consumer behavior changes in response to the pandemic. Since the start of the second quarter of 2021, there has been increased availability and administration of vaccines against COVID-19, as well as an easing of restrictions on social, business, travel, and government activities and functions, including healthcare and elective surgeries, and we have experienced a gradual resumption of economic activities in our industries. On the other hand, infection rates continue to fluctuate in various regions and new strains of the virus, including the Delta variant, remain a risk, which may give rise to implementation of restrictions in the geographic areas that we serve. In addition, there are ongoing global impacts resulting from the pandemic, including disruption of the supply chains, product shortages, increased delivery costs, increased governmental regulation, strains on healthcare systems, and delays in shipments, product development, technology launches and facility access. We have been closely monitoring the COVID-19 pandemic and its impact on our business, including legislation to mitigate the impact of COVID-19 such as the Coronavirus Aid, Relief, and Economic Security (CARES) Act which was enacted in March 2020, and the American Rescue Plan Act of 2021 which was enacted in March 2021. Although a significant portion of our anticipated revenue for 2021 is derived from fixed-fee and minimum-guarantee arrangements, primarily from large, well-capitalized customers which we believe somewhat mitigates the risks to our business, our per-unit and variable-fee based revenue will continue to be susceptible to the volatility, supply chain disruptions, microchip shortages and potential market downturns induced by the COVID-19 pandemic. The full extent of the future impact of the COVID-19 pandemic on the Company’s operational and financial performance is uncertain and will depend on many factors outside the Company’s control, including, without limitation, the timing, extent, trajectory and duration of the pandemic; the availability, distribution and effectiveness of vaccines; the spread of new variants of COVID-19; the continued and renewed imposition of protective public safety measures; the impact of COVID-19 on integration of acquisitions, expansion plans, implementation of telemedicine, restrictions on elective procedures, delays in payor remittance and increased regulations; and the impact of the pandemic on the global economy and demand for consumer products. Although we are unable to predict the full impact and duration of the COVID-19 pandemic on our business, we are actively managing our financial expenditures in response to continued uncertainty. Further discussion of the potential impacts on our business from the COVID-19 pandemic is provided under Part I, Item 1A – Risk Factors of the Form 10-K. | 1. NATURE OF OPERATIONS Assure Holdings Corp. (“Assure” or the “Company”), through its two indirect wholly-owned subsidiaries, Assure Neuromonitoring, LLC (“Neuromonitoring”) and Assure Networks, LLC (“Networks”), provides technical and professional intraoperative neuromonitoring (“IONM”) surgical support services primarily associated with spine and head surgeries. These services have been recognized as the standard of care by hospitals and surgeons for risk mitigation. Assure Holdings, Inc., a wholly-owned subsidiary, employs most of the corporate employees and performs various corporate services on behalf of the consolidated Company. Neuromonitoring employs technologists who utilize technical equipment and their technical training to monitor EEG and EMG signals during surgical procedures and to pre-emptively notify the underlying surgeon of any nerve related issues that are identified. The technologists perform their services in the operating room during the surgeries. The technologists are certified by a third party credentialing agency. Networks performs similar support services as Neuromonitoring except that these services are provided by third party contracted neurologists or certified readers. The support services provided by Networks occurs at the same time and for the same surgeries as the support services provided by the Neuromonitoring technologist, except that they typically occur at an offsite location. The Company was originally incorporated in Colorado on November 7, 2016. In conjunction with a reverse merger, the Company was redomiciled in Nevada on May 16, 2017. Neuromonitoring was formed on August 25, 2015 in Colorado and currently has multiple wholly-owned subsidiaries. The Company’s services are sold in the United States, directly through the Company. Networks was formed on November 7, 2016 in Colorado and holds varying ownerships interests in numerous Provider Network Entities (“PEs”), which are professional IONM entities. These entities are accounted for under the equity method of accounting. Additionally, Networks manages other PEs that Networks does not have an ownership interest and charges those PEs a management fee. COVID-19 In December 2019, there was a global outbreak of COVID-19 (Coronavirus) that has resulted in changes in global supply of certain products. The pandemic is having an unprecedented impact on the U.S. economy as federal, state, and local governments react to this public health crisis, which has created significant uncertainties. These uncertainties include, but are not limited to, the potential adverse effect of the pandemic on the economy, the Company’s healthcare partners, the Company’s employees and patients. As the pandemic continues to grow, consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state, and local authorities to avoid large gatherings of people or self-quarantine are continuing to increase, which has already affected, and may continue to affect, the number of procedures performed. Although Assure realized over a 70% decline in the number of procedures performed in March 2020 and April 2020 due to a downturn in elective procedures driven by the COVID-19 pandemic, the volume of cases performed returned back to near normal levels in May 2020. Health and safety measures taken at Assure include: ● Cancellation of all non-essential travel. ● Indefinite work from home policy for all employees not engaged in on-site medical facility activities. ● Mandatory self-quarantine for anyone who has experienced any flu-like symptoms or has had contact with anyone believed to have been exposed to COVID-19. The Company took the following actions to increase its cash position and preserve financial flexibility: ● The Company implemented temporary salary reductions, salary deferments and a selective employee furlough program, designed to reduce corporate spending. Salaries returned to normal as of December 31, 2020. ● Assure amended the promissory note with the Sellers of Neuro-Pro Monitoring to postpone $700 thousand of its March 31, 2020, payment to May 15, 2020. This note was subsequently repaid during December 2020. ● The Company applied for and received a $1.2 million Paycheck Protection Program loan. This loan was forgiven during December 2020 . ● During December 2020, the Company completed a $9.5 million equity financing . |
BASIS OF PRESENTATION_2
BASIS OF PRESENTATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
BASIS OF PRESENTATION | ||
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, and majority-owned entities. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. All significant intercompany balances and transactions have been eliminated in consolidation. For entities in which management has determined the Company does not have a controlling financial interest but has varying degrees of influence regarding operating policies of that entity, the Company’s investment is accounted for using the equity method of accounting. Accounting Policies There have been no changes to the Company’s significant accounting policies or recent accounting pronouncements during the nine months ended September 30, 2021 as compared to the significant accounting policies disclosed in the 10-K for the year ended December 31, 2020 as filed on March 30, 2021. Common Stock Reverse Split During September 2021, the Company effectuated a five | 2. BASIS OF PRESENTATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, and majority-owned entities. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. All significant intercompany balances and transactions have been eliminated in consolidation. For entities in which management has determined the Company does not have a controlling financial interest but has varying degrees of influence regarding operating policies of that entity, the Company’s investment is accounted for using the equity method of accounting. The Company’s fiscal year ends on December 31 and the Company employs a calendar month-end reporting period for its quarterly reporting. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The accounting estimates and assumptions that require management’s most significant, difficult, and subjective judgment include the recognition and measurement of patient service fees, net, hospital, management and other revenue, the collectability of accounts receivable, the fair value measurements of goodwill and intangible assets, the assessment of the recoverability of goodwill, the assessment of useful lives and recoverability of intangible assets and long-lived assets, recognition and measurement of current and deferred income tax assets and liabilities, the assessment of unrecognized tax benefits, the valuation and recognition of stock-based compensation expense and business combinations, among others. Actual results experienced by the Company may differ from management’s estimates. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods when the revision affects both current and future periods. Significant assumptions, judgments, and estimates that management has made at the end of the reporting period that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: patient service fees, net; hospital, management, and other revenue; accounts receivable; and due to/from related parties. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. The Company did not have any cash equivalents as of December 31, 2020 or 2019. Financial Instruments Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, bank debt, trade and other receivables, trade and other payables, acquisition indebtedness, convertible debentures, and finance leases. The carrying amounts of the Company’s cash, receivables, and payables, as reflected in the consolidated financial statements approximate fair value due to the short-term maturity of these items. The other long-term instruments approximate their carrying amounts as assessed by management. The Company’s financial instruments are exposed to certain financial risks, including concentration risk, liquidity risk, and market risk. Concentration risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash and trade receivables. The carrying amount of the financial assets represents the maximum credit exposure. The Company limits its exposure to concentration risk on cash by placing these financial instruments with high-credit, quality financial institutions and only investing in liquid, investment grade securities. The Company has a number of individual third party payors and no individual third party insurers that represent a concentration risk. Net patient service fee revenue is recognized in the period in which IONM services are rendered, at net realizable amounts from third party payors when collection is reasonably assured and can be estimated. The Company bills national, regional and local third party insurers which pose a low risk of insolvency because they are regulated by state insurance commissions which require appropriate reserves to be maintained to reimburse healthcare providers for submitted claims. The majority of the Company’s services are rendered on an out-of-network basis and billed to third party insurers. Since allowable charges for services rendered out-of-network are not contractually based, the Company establishes net realized value by evaluating the payor mix, historical settlement and payment data for a given payor type, and current economic conditions to calculate an appropriate net realizable value for net patient service revenue and accounts receivables. These estimates are subject to ongoing monitoring and adjustment based on actual experience with final settlements and collections and management revises its net patient service revenue estimates as necessary in subsequent periods. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due and arises from the Company’s management of working capital. The Company ensures that there is sufficient liquidity to meet its short-term business requirements, considering its anticipated cash flows from operations and its holdings of cash. A significant portion of the trade and other payables balance is related to the accrual of billing and collection fees to be paid to the Company’s third party billing and collection vendors. The billing and collection fees are accrued in the same period as services are rendered and revenue is recognized by the Company. The accrued billing and collection fees are calculated based on a percentage of the estimated net realized value of the of the revenue recognized. The accrued fees to be paid to the third party billing and collection vendors are contingent on cash collections and are typically paid the following month after collections are achieved. Additional billing and collection fees are accrued when the cash collected exceeds the revenue recognized by the Company at the time of services rendered. The Company believes that there are currently no concerns of its ability to meet its liabilities as they become due for the foreseeable future. Market risk is the risk that changes in the market prices, such as interest rates, will affect the Company’s income or the value of the financial instruments held. The Company’s policy is to invest cash at floating rates of interest, in order to maintain liquidity, while achieving a satisfactory return for the Company. Fluctuations in the interest rates impact the value of cash but such fluctuations will have no significant impact to the Company’s financial instruments. Allowance for Doubtful Accounts The cash collection cycles of the Company are protracted due to the majority of its revenue being billed to private insurance payers on an out-of-network basis. The collection cycle for IONM to out-of-network payers may require an extended period to maximize reimbursement on claims, which results in accounts receivable growth tied to the Company’s overall growth in net patient service fee revenues. The collection cycle impacts the technical fees that are billed by Neuromonitoring and the professional fees that are billed by Networks. The collection cycle may consist of multiple payments from out-of-network private insurance payers, as the collection process entails multiple rounds of denials, underpayments, appeals and negotiations as part of the process to maximize the reimbursement yield on claims. Due to the extended collection cycle, the Company has a policy to reserve claims that have aged to 24 months. The Company continues collection efforts following 24 months despite the reserves on these claims but will not write-off such claims until they age to 36 months. Collections on claims which have been reserved will result in the reversal of prior reserves. The Company performs a collection analysis quarterly for out-of-network billings to private insurance companies and adjusts its revenue and accounts receivable if the collection rate is different from the amount recorded in previous periods. Goodwill and Identified Intangible Assets Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. If, based on the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The Company first determines the fair value of a reporting unit using weighted results derived from an income approach and a market approach. The income approach is estimated through the discounted cash flow method based on assumptions about future conditions such as future revenue growth rates, new product and technology introductions, gross margins, operating expenses, discount rates, future economic and market conditions, and other assumptions. The market approach estimates the fair value of the Company’s equity by utilizing the market comparable method which is based on revenue multiples from comparable companies in similar lines of business. The Company then compares the derived fair value of a reporting unit with its carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. There were no indications of impairment or impairment charges recorded by the Company during the years ended December 31, 2020 and 2019. Identified intangible assets Identified finite-lived intangible assets consist of trade names and other agreements. The tradename has an indefinite life and is not being amortized, while the agreements are being amortized on a straight-line bases over their estimated useful lives: Doctor agreements 10 years Noncompete agreements 2 years The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. There were no indications of impairment or impairment charges recorded by the Company during the years ended December 31, 2020 and 2019. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the related assets’ estimated useful lives: Medical Equipment 2.5 years Computer equipment 2.0 years Furniture and fixtures 4.0 years Expenditures that materially increase asset life are capitalized, while ordinary maintenance and repairs are expensed as incurred. Debt Issuance Costs Debt issuance costs are presented in the consolidated balance sheets as a deduction from the carrying amount of the long-term debt, and are amortized over the term of the associated debt to interest expense using the effective interest method. In addition, the Company elects to continue to defer the unamortized debt issuance costs when it pays down a portion of the debt as the prepayment is factored into the terms agreed to on the debt. Share Issuance Costs Costs attributable to the raising of capital are applied against the related share capital. Costs related to shares not yet issued are recorded as deferred share issuance costs. These costs are deferred until the issuance of shares to which the costs relate. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, accrued liabilities, and noncurrent lease liabilities in the Company’s consolidated balance sheets. The ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As a practical expedient, the Company elected, for all office and facility leases, not to separate nonlease components from lease components and instead to account for each separate lease component and its associated non-lease components as a single lease component. Revenue Recognition The Company derives its revenue primarily from fees for IONM services provided. Revenue is recognized upon performance of promised service to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those services. Patient service fee revenue and receivables Patient service fee revenue is recognized in the period in which IONM services are rendered, at net realizable amounts from third party payors when collections are reasonably assured and can be estimated. The majority of the Company’s services are rendered on an out-of-network basis and billed to third party insurers. Since allowable charges for services rendered out-of-network are not contractually based, the Company estimates the net realizable value from the gross charges submitted to third party payors and recognizes the net patient service fee revenue. The estimates for out-of-network revenue are based on evaluating the payor mix, historical settlements and payment data for payor types, and current economic conditions to calculate an appropriate net realizable value for revenue and accounts receivables. These estimates are subject to ongoing monitoring and adjustment based on actual experience with final settlements and collections and management revises its revenue estimates as necessary in subsequent periods. Patient service fee revenue is also adjusted in the period when an accounts receivable balance for IONM service is written-off once collection is doubtful and the total collection amount is below the accounts receivable balance for IONM services. The timing of adjustments to patient service fee revenue for collections exceeding the originally estimated amounts may not occur in the same reporting period as the write-off of collected amounts below the originally estimated amounts, which may result in material adjustments to patient service revenue in a given reporting period. For services rendered to patients that have insurance coverage and that the Company has an in-network contract with, the Company records patient service fee revenue pursuant to the contract rate. Hospital, management and other revenue The Company recognizes revenue from hospital and surgery center customers and certain PEs, for which the Company does not have an ownership interest in, on a contractual basis. Revenue from services rendered is recorded after services are rendered. The fees billed to hospital and surgery center customers are on net 30-day terms. The fees billed to the PEs for which the Company does not have an ownership interest in are not collected until the PEs collect sufficient cash for the services that they have performed. Accounts receivable collection cycle The cash collection cycles of the Company are protracted due to the out-of-network billing to private insurance payers. The collection cycle for IONM to out-of-network payers may require an extended period to maximize reimbursement on claims. The collection cycle impacts the technical fees that are billed by Neuromonitoring and the professional fees that are billed by Networks. The collection cycle may consist of multiple payments from out-of-network private insurance payers, as the collection process entails multiple rounds of denials, underpayments, appeals and negotiations as part of the process to maximize the reimbursement yield on claims. Due to the extended collection cycle, the Company has a policy to reserve claims that have aged to 24 months. The Company continues collection efforts following 24 months despite the reserves on these claims but will not write-off such claims until they age to 36 months. Collections on claims which have been reserved will result in the reversal of prior reserves. The Company performs a collection analysis for out-of-network billings to private insurance companies and adjusts its revenue and accounts receivable if the collection rate is different from the amount recorded in previous periods. Historically, this analysis is performed quarterly. Stock-based Compensation Expense The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on stock-based payments. Under the provisions of the guidance, stock-based compensation expense is measured at the grant date based on the fair value of the option using a Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The authoritative guidance also requires that the Company measure and recognize stock-based compensation expense upon modification of the term of a stock award. The stock-based compensation expense for such modification is the sum of any unamortized expense of the award before modification and the modification expense. The modification expense is the incremental amount of the fair value of the award before the modification and the fair value of the award after the modification, measured on the date of modification. In the event the modification results in a longer requisite period than in the original award, the Company has elected to apply the pool method where the aggregate of the unamortized expense and the modification expense is amortized over the new requisite period on a straight-line basis. In addition, any forfeiture will be based on the original requisite period prior to the modification. Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. The Company estimates the expected life of options granted based on historical exercise patterns, which are believed to be representative of future behavior. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. The Company may grant performance share units (“PSUs”) to employees or consultants. PSU awards will vest if certain employee-specific or company-designated performance targets are achieved. If minimum performance thresholds are achieved, each PSU award will convert into common stock at a defined ratio depending on the degree of achievement of the performance target designated by each individual award. If minimum performance thresholds are not achieved, then no shares will be issued. Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the PSUs’ requisite service periods. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted in the period of change and recorded on the statements of operations and the remaining unrecognized stock-based compensation is recorded over the remaining requisite service period. Derivative Liabilities Certain non-employee stock options and broker warrants are considered derivative liabilities, as the currency denomination of the exercise price is different from the functional currency of the Company. As a result, the fair value of certain stock options and warrants is initially calculated on the issuance date and remeasured at each reporting period using the Black-Scholes Option Pricing model. Any change in the fair value of the stock options or warrants subsequent to the initial recognition is recorded in the consolidated statements of income. Once such instruments are extinguished or no longer considered derivative liabilities, such amounts are reclassified as equity. Segment and Geographic Information The Company operates in one segment and its services are sold nationally in the United States directly through the Company. Income Taxes The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period. The provision for income taxes was determined using the asset and liability method prescribed by GAAP. Under this method, deferred tax assets and liabilities are recognized for the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. If and when it is determined that a deferred tax asset will not be realized for its full amount, the Company will recognize and record a valuation allowance with a corresponding charge to earnings. The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations and in determining the liability for tax positions, if any, taken on the Company’s tax returns in accordance with authoritative guidance on accounting for uncertainty in income taxes. Contingencies From time to time, the Company may be involved in legal and administrative proceedings and claims of various types. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional information becomes known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. If a loss is probable but the amount of loss cannot be reasonably estimated, the Company discloses the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made). The Company does not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred. Indemnification The Company is a party to a variety of agreements in the ordinary course of business under which it may be obligated to indemnify third parties with respect to certain matters. These obligations include, but are not limited to, contracts entered into with physicians where the Company agrees, under certain circumstances, to indemnify a third party, against losses arising from matters including but not limited to medical malpractice and other liability. In accordance with authoritative guidance for accounting for guarantees, the Company evaluates estimated losses for such indemnification. The Company considers such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. To date, no such claims have been filed against the Company and no liability has been recorded in the Company’s financial statements. As permitted under Nevada law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company believes, given the absence of any such payments in the Company’s history, and the estimated low probability of such payments in the future, that the estimated fair value of these indemnification agreements is immaterial. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable the Company to recover any payments, should they occur. Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605), and requires entities to recognize revenue when control of goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. On January 1, 2019, the Company adopted the new standard using the modified retrospective method, under which the Company recorded no cumulative net of tax adjustment to the opening balance of retained earnings on January 1, 2019. Prior period comparative information has not been restated and continues to be reported under Topic 605 in effect for those periods. This new standard had a material impact on the Company’s revenue and its consolidated statement of operations and balance sheet as of and for the year ended December 31, 2019, and is expected to have a material impact on an ongoing basis, with no impact on the timing of customer billings or on cash flows. See “Note 4 — Revenue” for further discussion. In June 2018, the FASB issued ASU No. 2018-07, “Stock-based Compensation : Improvements to Nonemployee Stock-based Payment Accounting,” In February 2016, the FASB issued ASU No. 2016-02, “ Leases Leases The most significant impact from adopting Topic 842 was the initial recognition of operating lease ROU assets and operating lease liabilities of $666 thousand and $666 thousand, respectively, as of January 1, 2020. Operating lease liabilities consist of both current and noncurrent portions with the current portion included in the balance of accrued liabilities. The standard did not materially impact the Company’s consolidated statements of operations and had no impact on cash flows. Recent Accounting Pronouncements Not Yet Adopted On December 18, 2019, FASB released ASU 2019-12, “ Simplifying the Accounting for Income Taxes In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2020 | |
REVENUE | |
REVENUE | 4. REVENUE Quarterly Period Collection Experience In conjunction with the Company’s June 30, 2020 collection analysis, the Company looked at more recent payment trends from the private insurance companies than what it has historically utilized in order to estimate the accounts receivable collection allowances and patient service revenue. These recent payment trends were lower than what the Company would have normally calculated based upon its historical policy. Rather than wait until these more recent payment trends entered into the collection analyses in future periods, the Company pro-actively decided to set its June 30, 2020 collection estimates based upon these more recent collection payment trends. The impact of this was a reduction of accounts receivable and out-of-network fee revenue Similar declines to the payment trends for the PEs were also noted during the June 30, 2020 collection analysis. In order to be consistent with the handling of the out-of-network fee revenue, the PEs also pro-actively recorded their collection estimates based upon the more recent collection payment trends. The Company’s portion of the reduced accounts receivable and out-of-network fee revenue was approximately $3.1 million, with approximately $2.2 million being recorded as a reduction of management fee revenue and approximately $900 thousand being recorded as a reduction to earnings (loss) from equity method investments. During the fourth quarter of 2019, the Company recorded a reduction in revenue of approximately $10.3 million for reserves on its accounts receivable that relate to private insurance companies that have failed to pay the Company for its neuromonitoring services. In addition, during the fourth quarter of 2019, the Company recorded an additional $6 million of reduced revenue for reserves on its accounts receivable that relate to a decline in the Company’s historical collection experience. These reserve amounts relate to receivables and revenue recorded during 2018 and 2019. The Company also recorded reduced revenue in the fourth quarter of 2019 for the PEs for these same issues. The Company’s portion of this reduced revenue was approximately $700 thousand and this amount was recorded as a reduction to earnings from equity method investments. Accounts Receivable A summary of the accounts receivable activity is as follows (stated in thousands): December 31, 2020 2019 Accounts receivable, net: Patient service fee $ 79,310 $ 67,779 Hospital, management and other 1,075 1,159 Total accounts receivable 80,385 68,938 Allowance for doubtful accounts (65,420) (38,075) Total accounts receivable, net $ 14,965 $ 30,863 Allowance for doubtful accounts A summary of the allowance for doubtful accounts activity is as follows (stated in thousands): Balance at beginning Bad debt Balance at Year ended of year expense Deductions end of year December 31, 2020 $ 38,075 $ 31,117 $ (3,772) $ 65,420 December 31, 2019 $ 15,293 $ 26,433 $ (3,651) $ 38,075 |
COMPOSITION OF CERTAIN FINANCIA
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS | 12 Months Ended |
Dec. 31, 2020 | |
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS | |
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS | 5. COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS Other current assets consisted of the following (stated in thousands): December 31, 2020 2019 Prepaid insurance $ 116 $ 104 Deposits 48 34 Other assets 120 30 Other current assets $ 284 $ 168 Property, plant and equipment, net, consisted of the following (stated in thousands): December 31, 2020 2019 Medical equipment $ 588 $ 278 Computer equipment 43 38 Furniture and fixtures 69 65 Gross property, plant and equipment 700 381 Less: Accumulated depreciation and amortization (344) (172) Property, plant and equipment, net $ 356 $ 209 Depreciation expense related to equipment and furniture and fixtures was $172 for the years ended December 31, 2020 and 2019. Accounts payable and accrued liabilities consisted of the following (stated in thousands): December 31, 2020 2019 Accounts payable $ 102 $ 1,056 Accrued billing fees 1,490 2,464 Accrued salaries and benefits 1,163 541 Other accrued liabilities 116 304 Accounts payable and accrued liabilities $ 2,871 $ 4,365 Other current liabilities consisted of the following (stated in thousands): December 31, 2020 2019 Insurance premiums financed $ 69 $ 81 Other liabilities 27 — Other current liabilities $ 96 $ 81 Other income, net consisted of the following (stated in thousands): Years Ended December 31, 2020 2019 Loss for broker warrant fair value $ — $ (14) (Loss) gain for stock option fair value 50 (8) Gain on settlement — 194 Other income 39 — Other income, net $ 89 $ 172 |
LEASES_2
LEASES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
LEASES | ||
LEASES | 3. LEASES Under ASC 842, Leases Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. As a practical expedient, the Company elected not to separate non-lease components for the corporate office facility (e.g., common-area maintenance costs) from lease components (e.g., fixed payments including rent) and instead to account for each separate lease component and its associated non-lease components as a single lease component. Operating leases The Company leases corporate office facilities under two operating sub-leases which expired June 30, 2021. The Company is negotiating lease renewal terms and is currently under a month-to-month lease arrangement. Finance leases The Company leases medical equipment under various financing leases with stated interest rates ranging from 6.5% — 12.2% per annum which expire at various dates through 2026. The condensed consolidated balance sheets include the following amounts for right of use (“ROU”) assets as of September 30, 2021 and December 31, 2020 (stated in thousands): September 30, December 31, 2021 2020 Operating $ — $ 124 Finance 877 608 Total $ 877 $ 732 Finance lease assets are reported net of accumulated amortization of $1.8 million and $1.3 million as of September 30, 2021 and December 31, 2020, respectively. The following are the components of lease cost for operating and finance leases (stated in thousands): Nine Months Ended September 30, 2021 2020 Lease cost: Operating leases $ 227 $ 159 Finance leases: Amortization of ROU assets 372 398 Interest on lease liabilities 69 60 Total finance lease cost 441 458 Total lease cost $ 668 $ 617 The following are the weighted average lease terms and discount rates for operating and finance leases: As of As of September 30, 2021 December 31, 2020 Weighted average remaining lease term (years): Operating leases — 0.5 Finance leases 3.1 3.3 Weighted average discount rate: Operating leases — 6.9 Finance leases 8.1 7.9 The Company acquired ROU assets in exchange for lease liabilities of $431 thousand upon commencement of finance leases during the nine months ended September 30, 2021. Future minimum lease payments and related lease liabilities as of September 30, 2021 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities Remainder 2021 $ — $ 167 $ 167 2022 — 620 620 2023 — 306 306 2024 — 239 239 2025 — 148 148 Thereafter — 23 23 Total lease payments — 1,503 1,503 Less: imputed interest — (174) (174) Present value of lease liabilities — 1,329 1,329 Less: current portion of lease liabilities — 579 579 Noncurrent lease liabilities $ — $ 750 $ 750 Note: Future minimum lease payments exclude short-term leases as well as payments to landlords for variable common area maintenance, insurance and real estate taxes. | 6. LEASES Under Topic 842, a contract is a lease, or contains a lease, if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. To determine whether a contract conveys the right to control the use of an identified asset for a period of time, an entity shall assess whether, throughout the period of use, the entity has both of the following: (a) the right to obtain substantially all of the economic benefits from the use of the identified asset; and (b) the right to direct the use of the identified asset. The Company does not assume renewals in the determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Lease agreements generally do not contain material residual value guarantees or material restrictive covenants. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. As a practical expedient, the Company elected not to separate nonlease components for the corporate office facility (e.g., common-area maintenance costs) from lease components (e.g., fixed payments including rent) and instead to account for each separate lease component and its associated non-lease components as a single lease component. Operating leases The Company leases corporate office facilities under two operating sub-leases which expire June 30, 2021. Finance leases The Company leases medical equipment under financing leases with stated interest rates ranging from 6.5% — 2.2% per annum which expire at various dates through 2026. The consolidated balance sheets include the following amounts for ROU assets as of December 31, 2020 and 2019 (stated in thousands): 2020 2019 Operating $ 124 $ 196 Finance 608 466 Total $ 732 $ 662 Finance lease assets are reported net of accumulated amortization of $1.3 million and $1.0 million as of December 31, 2020 and 2019, respectively. The following are the components of lease cost for operating and finance leases (stated in thousands): Years Ended December 31, 2020 2019 Lease Cost: Operating leases $ 212 $ 63 Finance leases: Amortization of ROU assets 371 307 Interest on lease liabilities 64 91 Total finance lease cost 435 398 Total lease cost $ 647 $ 461 The following are the weighted average lease terms and discount rates for operating and finance leases: As of December 31, 2020 Weighted average remaining lease term: Operating leases 0.5 years Finance leases 3.3 years Weighted average discount rate: Operating leases 6.9 % Finance leases 7.9 % The Company obtained ROU assets in exchange for lease liabilities of $513 thousand and $586 thousand upon commencement of finance leases during the year ended December 31, 2020 and 2019, respectively. Future minimum lease payments and related lease liabilities as of December 31, 2020 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2021 $ 127 $ 469 $ 596 2022 — 445 445 2023 — 177 177 2024 — 131 131 2025 — 95 95 Thereafter — 14 14 Total lease payments 127 1,331 1,458 Less: imputed interest (3) (162) (165) Present value lease $ 124 $ 1,169 $ 1,293 Less: current portion of lease liabilities 124 397 521 Noncurrent lease liabilities $ — $ 772 $ 772 Note: Future minimum lease payments exclude short-term leases as well as payments to landlords for variable common area maintenance, insurance and real estate taxes. Under the prior accounting guidance of ASC 840, operating lease expense was $70 thousand. As of December 31, 2019, future minimum finance lease payments were as follows (stated in thousands): Capital Lease Liabilities 2019 $ 274 2020 235 2021 153 2022 29 2023 — Thereafter — Total lease payments 691 Less: imputed interest (104) Present value of lease liabilities 587 Less: current portion of lease liabilities (206) Noncurrent lease liabilities $ 381 |
ACQUISITIONS AND INTANGIBLES
ACQUISITIONS AND INTANGIBLES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
ACQUISITION | ||
ACQUISITIONS AND INTANGIBLES | 7. ACQUISITION Effective on April 30, 2021 (the “Closing Date”), Assure Networks Texas Holdings II, LLC, a Colorado limited liability company and wholly-owned subsidiary of Assure Holdings (the “Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Sentry Neuromonitoring, LLC (the “Seller”), and certain owners (collectively “Principals”). Under the terms of the Purchase Agreement, Assure Texas Holdings agreed to purchase certain assets (“Acquired Assets”) related to the Seller’s interoperative neuromonitoring business (the “Business”) and assumed certain liabilities of the Seller. The Acquired Assets included, among other items, all assets used in the Business, certain tangible personal property, inventory, Seller’s records related to the Business, deposits and prepaid expenses, certain contracts related to the Business, licenses, intellectual property, goodwill and accounts receivables. The purchase qualified as a business combination for accounting purposes. The purchase price for the assets consisted of cash and stock, payable as follows: Cash Payment Cash consideration of $1,125,000 in installment payments, payable (a) $153,125 at closing, (b) $153,125 within 30 days of Closing Date and (c) $818,750, together with interest at the applicable federal rate, shall be paid in cash in thirty-six equal monthly installments, with the first installment being due on or before the first business day of the first month following the sixtieth day from the Closing Date and the remaining installments being due on the first business day of each month thereafter. Stock Payment The Company issued 237,226 shares of common stock issued to the Seller or the Principals, as elected by Seller, with a value of $1,625,000, determined on the Closing Date, as quoted on the TSX Venture Exchange, on or about the Closing Date and 94,891 shares of common stock were placed in escrow with a value of $650,000 and are being held by the Escrow Agent pursuant to terms set forth in an escrow agreement to be mutually agreed to by Purchaser and Seller. The common stock is subject to regulatory restrictions and requirements and a 12 month lock up from the date of delivery, in addition to any additional lock up period imposed on the common stock under applicable law and/or regulation, Reimbursements Reimbursement to Seller for operational capital injected by Seller or its Principals since December 31, 2020, for verifiable and reasonable expenses, consistent with past business practices up to a cap of $50 thousand. Receivable Bonus Purchaser agreed to pay Seller or the Principals, as elected by Seller, a bonus in an amount equal to $250,000 (“Receivable Bonus”) upon collecting $3,000,001 in accounts receivable acquired by Purchaser for accounts receivable that was generated by Seller prior to the Closing. The Receivable Bonus, if earned, will be paid to Seller or the Principals, as elected by Seller, in three payments: (i) the first payment being in the amount of $100 thousand, payable on the thirtieth (30th) day following the date the Receivable Bonus is earned, (ii) the second payment being in the amount of $100 thousand, payable on the sixtieth (60th) day following the date the Receivable Bonus is earned, and (iii) the third payment in the amount of $50 thousand, payable on the ninetieth (90th) day following the date the Receivable Bonus is earned. Founders’ Bonus The Registrant agreed to pay a $50 thousand bonus (“Founders’ Bonus”) payment to certain owners in installments: (i) $25 thousand at Closing and (ii) $25 thousand within twelve (12) months of Closing. The Founders’ Bonus is additional consideration, which is independent, separate and apart from other consideration to be paid by Purchaser. Under the Purchase Agreement, Purchaser agreed to enter into employment agreements with certain key personnel of Seller, as determined by Purchaser. The employment agreements, in standard form of employment agreement of Purchaser, include: (i) a minimum annual base salary of $175 thousand with full benefits and (ii) up to $50 thousand in annual variable compensation bonus to be memorialized in a mutually agreeable form of agreement that details the scope of services and compensation. The initial accounting for the acquisition of Sentry is incomplete as we, with the support of our valuation specialist, are in the process of finalizing the fair market value calculations of the acquired net assets. In addition, the Company is in the process of reviewing the applicable future cash flows used in determining the purchase accounting. As a result, the amounts recorded in the consolidated financial statements related to the Sentry acquisition are preliminary and the measurement period remains open. The following table summarizes the preliminary allocation of the total consideration to the assets acquired and liabilities assumed as of the date of the acquisition (in thousands): Purchase price consideration: Cash $ 1,125 Common stock, at fair value 2,275 Total consideration $ 3,400 Assets acquired: Cash $ 51 Accounts receivable 2,000 Right of use assets 131 Total assets acquired 2,182 Liabilities assumed: Accounts payable and accrued liabilities 242 Lease liability 131 Total liabilities assumed 373 Preliminary Goodwill $ 1,591 | 7. ACQUISITIONS AND INTANGIBLES Littleton Professional Reading During May 2019, the Company purchased the net assets of Littleton Professional Reading for $700 thousand. Of this amount, $234 thousand and $466 thousand was paid during the years ended December 31, 2020 and 2019, respectively. Prior to the acquisition, the Company had a 15% ownership in Littleton Professional Reading, which was accounted for as a PE under the equity method of accounting. Velocity On September 1, 2019, the Company formed a joint venture, Velocity Revenue Cycle, LLC (“Velocity”), with its third party billing company to bill and collect all the Company’s historical and future cases. The joint venture was established to provide greater control and transparency over the billing and collection process. The Company initially owned 65% of Velocity. During December 2020, the Company reached an agreement with Clever Claims, LLC (“Clever”) to acquire Clever’s 35% stake (the “Clever Stake”) in Velocity. Pursuant to the terms of the agreement and effective on December 31, 2020, Clever assigned the Clever Stake, in exchange for nominal consideration, to Assure Billing, LLC, which is a wholly-owned subsidiary of the Company. As a result, the Company began to consolidate 100% of Velocity during December 2020. Neuro-Pro Monitoring On October 31, 2019, the Company entered into a purchase agreement with Neuro-Pro Monitoring and its related entities (the “Sellers”) to acquire their neuromonitoring operations in Texas. The purchase price was $ 7 Effective November 27, 2019, the $6 Million Note was amended to extend the maturity date to January 15, 2020. As compensation for this amendment, the Company issued an additional promissory note for $700 thousand to the Sellers (the “Additional Promissory Note”) that matured on December 1, 2020. The additional promissory note bore interest at the IRS Applicable Federal Rate. Effective January 13, 2020, the $6 Million Note was amended to extend the maturity date to January 31, 2020. The maturity date was subsequently amended to February 10, 2020 and then again to the February 14, 2020. As compensation for these amendments, the Company agreed to issue 500,000 restricted common shares to the Sellers. The Company recorded a liability as of December 31, 2019 for the fair value of the restricted common shares of $540 thousand. The common shares had not been issued as of December 31, 2020. Effective February 14, 2020, the Company paid the Sellers $530 thousand. The $6 Million Note, $1 Million Note and the additional promissory note were cancelled and replaced with a new $7.2 million (the “Replacement Note”). The Replacement Note bore interest at the IRS Applicable Federal Rate and required monthly principal payments at varying amounts. The Replacement Note was amended March 31, 2020 to modify certain principal payment terms. The Company paid the Sellers $100 thousand for this amendment. The principal payment terms of the Replacement Note were as follows: ● $500 thousand due March 31, 2020; ● $328 thousand due each month from April 2020 to April 2021; ● $800 thousand due May 15, 2020; and ● $1.7 million due May 31, 2021. The Company settled the Replacement Note as of December 31, 2020 and recorded a $188 thousand gain on settlement. Based on an evaluation of the provisions of ASC 805, “Business Combinations,” the Company was determined to be the accounting acquirer in the business combinations. The Company has applied the acquisition method of accounting that requires, among other things, that identifiable assets acquired and liabilities assumed generally be recognized on the balance sheet at fair value as of the acquisition date. In determining the fair value, the Company utilized various forms of the income, cost and market approaches depending on the asset or liability being fair valued. The estimation of fair value required significant judgment related to future net cash flows (including revenue, operating expenses, and working capital), discount rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables and other factors. Inputs were generally determined by taking into account historical data (supplemented by current and anticipated market conditions) and growth rates. The table below presents the fair value that was allocated to assets and liabilities based upon fair values as determined by the Company (stated in thousands). Purchase price consideration: Promissory notes, at fair value $ 7,151 Common shares liability, at fair value 540 Total consideration $ 7,691 Assets acquired: Equipment $ 172 Intangibles 4,662 Total assets acquired 4,834 Goodwill 2,857 Total $ 7,691 Identified intangible assets consisted of the following (stated in thousands): December 31, 2020 2019 Finite-lived intangible assets Doctor agreements $ 4,509 $ 4,509 Non compete agreements 36 36 Total finite-lived intangible assets 4,545 4,545 Less accumulated amortization (547) (75) Finite-lived intangible assets, net 3,998 4,470 Indefinite-lived intangible assets Tradenames 117 117 Total intangible assets $ 4,115 $ 4,587 Amortization expense was $472 thousand and $75 thousand for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the estimated future amortization expense of finite-lived intangible assets was as follows (stated in thousands): 2021 $ 466 2022 451 2023 451 2024 451 2025 451 Thereafter 1,728 $ 3,998 |
DEBT_2
DEBT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT | ||
DEBT | 4. DEBT Paycheck Protection Program During March 2021, the Company received an unsecured loan under the United States Small Business Administration Paycheck Protection Program (“PPP”) in the amount of $1.7 million. Assure executed a PPP promissory note, which matures on February 25, 2026. The PPP Loan carries an interest rate of 1.0% per annum, with principal and interest payments due on the first day of each month, with payments commencing on the earlier of: (i) the day the amount of loan forgiveness granted to Assure is remitted by the Small Business Administration to the Bank of Oklahoma; or (ii) 10 months after the end of the 24-week period following the grant of the Loan. All or a portion of the Loan may be forgiven if the Company maintains its employment and compensation within certain parameters during the 24-week period following the loan origination date and the proceeds of the Loan are spent on payroll costs, rent or lease agreements dated before February 15, 2020 and utility payments arising under service agreements dated before February 15, 2020. The Company intends to submit its application for forgiveness of the PPP promissory note during the fourth quarter of 2021. Debenture On June 10, 2021, the Company entered into definitive agreements to secure a credit facility under the terms of a commitment letter dated March 8, 2021 (the “Commitment Letter”) with Centurion Financial Trust, an investment trust formed by Centurion Asset Management Inc. (“Centurion”). Under the terms of the Commitment Letter, Assure issued a debenture to Centurion, dated June 9, 2021 (the “Debenture”), with a maturity date of June 9, 2025 (the “Maturity Date”), in the principal amount of $11 million related to a credit facility comprised of a $6 million senior term loan (the “Senior Term Loan”), a $2 million senior revolving loan (the “Senior Revolving Loan”) and a $3 million senior term acquisition line (the “Senior Term Acquisition Line” and together with the Senior Term Loan and the Senior Revolving Loan, the “Credit Facility”). The Senior Term Acquisition Line will be made available to the Company to fund future acquisitions, subject to certain conditions and approvals of Centurion. The Credit Facility matures in June 2025. The principal amount of the Debenture drawn and outstanding from time to time shall bear interest both before and after maturity, default and judgment from the date hereof to the date of repayment in full at the rate of the greater of 9.50% or the Royal Bank of Canada Prime Rate plus 7.05% per annum calculated and compounded monthly in arrears and payable on the first business day of each month during which any obligations are outstanding, the first of such payments being due July 2, 2021 for the period from the Advance to the date of payment, and thereafter monthly. The difference between the commitment and the amount of the Loan outstanding from time to time shall bear a standby charge, for the period between June 2021 and the end of the availability period, in the amount of 1.50% per annum calculated and compounded monthly in arrears and payable on the first business day of each month during which any amount of the commitment remains available and undrawn, the first of such payments being due July 2, 2021. Interest on overdue interest shall be calculated and payable at the same rate plus 3% per annum. With respect to the Senior Revolving Loan, Assure may prepay advances outstanding thereunder from time to time, with not less than 10 business days prior written notice of the prepayment date and the amount, in the minimum amount of $250 thousand. Any amount of the Senior Revolving Loan prepaid may be re-advanced. With respect to the Senior Term Loan and Senior Term Acquisition Line, Assure may prepay the advances outstanding thereunder, without penalty or bonus, in an amount not to exceed 25% of the aggregate of all Advances then outstanding under the Term Loans, on each anniversary date of the first advance made hereunder, provided in each case with not less than 30 days written notice of the Company's intention to prepay on such anniversary date and the proposed prepayment amount. Any prepayments to the Term Loans other than those permitted in the immediately preceding sentence may only be made on 30 days prior written notice of the prepayment date and the amount, and are subject to the Company paying on such prepayment date a prepayment charge equal to the lesser of (i) twelve The Credit Facility is guaranteed by the subsidiaries under the terms of the guarantee and secured by a first ranking security interest in all of the present and future assets of Assure and the Subsidiaries under the terms of the security agreement. Assure paid Centurion on first Advance of the Loan a commitment fee of 2.25%, being $248 thousand, made by withholding from the first advance. A portion of the proceeds from the Debenture were utilized to repay the Central Bank line of credit and the Central Bank promissory note. Warrant Fee In addition, Assure issued Centurion an aggregate of 275,000 non-transferrable common stock purchase warrants. Each warrant entitles Centurion to acquire one share in the capital of Assure, at an exercise price equal to US$7.55 (representing the closing price of Assure’s shares of common stock as of the close of business on June 9, 2021 and multiplied by the Bank of Canada’s daily exchange rate on June 9, 2021) for a term of 48 months. The warrants and underlying shares of common stock are subject to applicable hold periods under U.S. securities laws. The Company’s debt obligations are summarized as follows: September 30, December 31, 2021 2020 Central Bank line of credit $ — $ 1,978 Central Bank promissory note — 2,122 PPP promissory note 1,665 — Total 1,665 4,100 Face value of convertible debenture 3,450 3,450 Less: principal converted to common shares (60) — Less: deemed fair value ascribed to conversion feature and warrants (1,523) (1,523) Plus: accretion of implied interest 610 324 Total convertible debt 2,477 2,251 Face value of Centurion debenture 8,000 — Less: deemed fair value ascribed to warrants (1,204) — Plus: accretion of implied interest 100 — Less: net debt issuance costs (587) — Total Centurion debt 6,309 — Total debt 10,451 6,351 Less: current portion of debt — (4,100) Long-term debt $ 10,451 $ 2,251 As of September 30, 2021, future minimum principal payments are summarized as follows (stated in thousands): PPP Convertible Bank Loan Debt Indebtedness Remainder 2021 $ — $ — $ — 2022 — — — 2023 — 965 — 2024 — 2,425 — 2025 — — 8,000 2026 1,665 — — Total 1,665 3,390 8,000 Less: fair value ascribed to conversion feature and warrants — (1,523) (1,204) Plus: accretion and implied interest — 610 100 Less: net debt issuance costs — — (587) $ 1,665 $ 2,477 $ 6,309 | 8. DEBT As of December 31, 2020 and 2019, the Company’s debt obligations are summarized as follows (stated in thousands): December 31, 2020 2019 Bank line of credit $ 1,978 $ 1,000 Bank promissory note 2,122 1,418 4,100 2,418 Face value of convertible debenture 3,450 965 Less: fair value ascribed to conversion feature and warrants (1,523) (564) Plus: accretion of implied interest 324 5 2,251 406 Total debt 6,351 2,824 Less: current portion of debt (4,100) (1,664) Long-term debt $ 2,251 $ 1,160 As of December 31, 2020, future minimum principal payments are summarized as follows (stated in thousands): Bank Convertible Indebtedness Debt 2021 $ 4,100 $ — 2022 — — 2023 — 965 2024 — 2,485 2025 — — Total $ 4,100 $ 3,450 Less: fair value ascribed to conversion feature and warrants — (1,523) Plus: accretion and implied interest — 324 $ 4,100 $ 2,251 Bank Indebtedness Commencing in 2018, the Company utilized a line of credit provided by its bank to fund its operations. The line of credit provided up to $1 million of borrowings and bore interest at the one-month London Inter-bank Offered Rate (“LIBOR”) rate plus 3.5% and was expected to mature on March 25, 2019. During January 2019, the Company cancelled its existing line of credit and entered into a $2 million promissory note and a $1 million line of credit with its existing bank. The promissory note bore interest at 6% and required monthly principal and interest payment of $61 thousand through maturity in January 2022. During March 2020, the Company amended the line of credit to extend the maturity date from March 2020 to September 2020. The Company made monthly payments of $167 thousand from April 2020 through September 2020. The line of credit bore interest at an index rate that fluctuated with the one-month LIBOR rate plus 3.5% . During August 2020, the Company entered into a new $4 million term loan (the “Term Loan”) and a $2.5 million operating line of credit (the “Operating Line” and together with the Term Loan, the “Loan Facility”), for a total of $6.5 million with Central Bank. The Loan Facility proceeds were utilized to pay off the existing outstanding bank indebtedness and the remaining indebtedness related to the acquisition of the net assets of Littleton Professional Reading, and to fund working capital. As of December 31, 2020, the Company has drawn $2.0 million on the Operating Line and $2.1 million on the Term Loan. Under the conditions of the agreement governing the Loan Facility (the “Loan Agreement”), the Term Loan bears interest at the Wall Street Journal prime rate (“WSJ”) plus 2.0% and matures on August 12, 2024. Commencing on August 1, 2021, principal payments in the amount of $308 thousand, together with interest, shall be made quarterly on the Term Loan until maturity. In addition, the Operating Line bears interest at a rate of WSJ plus 2.0% and matures on August 12, 2022. Commencing on September 1, 2020 and continuing on the first calendar day of each month until maturity, interest on the Operating Line is due. Assure did not issue any shares, warrants, or options in connection with this transaction. The Loan Facility is secured by a first-ranking security interest in all of the present and future undertakings, property and assets of the Company and its subsidiaries. During September 2020, the Company received notice from Central Bank that the reserves recorded by the Company against its accounts receivable during the quarter ended June 30, 2020 constituted a material adverse change in the Company’s assets and thereby triggered an event of default under the Loan Facility. Central Bank has not demanded repayment of amounts advanced under the Loan Facility. The Company and Central Bank are currently working on certain terms of the Loan Facility. Currently, no additional amounts may be borrowed under the Loan Facility. As a result of this notice of default, the Company has classified the entire outstanding balance of the Loan Facility as a current liability. For the year ended December 31, 2020 and 2019, interest expense of $138 thousand and $252 thousand, respectively, was incurred related to bank indebtedness. Convertible Debt On November 22, 2019, the Company launched a non-brokered private placement of convertible debenture units (“CD Unit”) for gross proceeds of up to $4 million, with an option to increase the offering by an additional $2 million (the “Offering”). On December 13, 2019, the Company closed on Tranche 1 of the Offering for gross proceeds of $965 thousand and the issuance of 344,505 warrants. These proceeds will be used for working capital and growth capital purposes. Each CD Unit was offered at a price of $1. Each CD Unit included, among other things, 357 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $1.90 per share for a period of three years and the right to convert the CD Unit into shares of the Company’s common stock at a conversion price of $1.40 per share for a period of four years. The CD Units carry a 9% coupon rate. The fair value of the debt was determined to be $401 thousand, the conversion feature $376 thousand and the warrants $188 thousand. The difference between the fair value of the debt of $401 thousand and the face value of debt of the $965 thousand will be accreted as interest expense over the four From January 2020 to April 2020, the Company closed on three separate tranches of the Offering for total proceeds of $1.7 million. The net proceeds from these tranches of the Offering are being utilized for working capital purposes. Each CD Unit was offered at a price of $1. Each CD Unit includes, among other things, 357 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $1.90 per share for a period of three years and the right to convert the CD Unit into shares of the Company’s common stock as a conversion price of $1.40 per share for a period of four years. The CD Units carry a 9% coupon rate. In conjunction with these Offerings, finders’ received $79 thousand and 56,300 warrants to purchase shares of the Company’s common stock at a price of $1.90 per share for three years. The fair value of the second tranche of debt was determined to be $259 thousand, the conversion feature $152 thousand and the warrants $58 thousand. The difference between the fair value of the debt of $259 thousand and the face value of debt of $469 thousand will be accreted as interest expense over the four-year four-year four-year At the end of April 2020, the Company launched a separate non-brokered private placement of convertible debenture units (“April CD Unit”) for gross proceeds of up to $500 thousand, with an option to increase the offering by an additional $500 thousand (the “April Offering”). The $830 thousand proceeds from the April Offering were used for working capital and to retire part of the $800 thousand obligation due on May 15, 2020 to the Sellers of Neuro-Pro Monitoring. Each April CD Unit was offered at a price of $1. Each April CD Unit included, among other things, 1,000 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $1.00 per share for a period of three years and the right to convert the CD Unit into shares of the Company’s common stock as a conversion price of $0.67 for a period of four years. The CD Units carry a 9% coupon rate. On May 21, 2020, the Company closed the April Offering. In conjunction with the April Offering, finders’ received $23 thousand and 34,476 warrants to purchase shares of the Company’s common stock at a price of $0.67 per share for four years. The fair value of the April Offering of debt was determined to be $364 thousand, the conversion feature $279 thousand and the warrants $187 thousand. The difference between the fair value of the debt of $364 thousand and the face value of debt of $830 thousand will be accreted as interest expense over the four-year U.S Government Loans During April 2020, the Company received an unsecured loan under the United States Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) pursuant to the recently adopted Coronavirus Aid, Relief, and Economic Security Act (the “PPP Loan”) in the amount of $1.2 million. The two-year, SBA- administered PPP loan has an interest rate of 1.0% per annum, with principal and interest payments due on the first day of each month, with payments commencing on December 1, 2020. Under the terms of the PPP Loan, all or a portion of the PPP Loan may be forgiven if the Company maintains its employment and compensation within certain parameters during the eight-week period following the loan origination date and the proceeds of the PPP Loan are spent on payroll costs, rent or lease agreements dated before February 15, 2020 and utility payments arising under service agreements dated before February 15, 2020. During November 2020, the Company filed an application for forgiveness of the PPP Loan. During the fourth quarter of 2020, the Company was granted forgiveness of the PPP Loan. As of December 31, 2020, the Company recorded a gain on forgiveness of the PPP Loan of $1.2 million. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SHARE CAPITAL | ||
SHAREHOLDERS' EQUITY | 5. SHARE CAPITAL Common stock Common stock: 180,000,000 authorized; $0.001 par value. As of September 30, 2021 and December 31, 2020, there were 11,839,304 and 11,275,788 shares of common stock issued outstanding Reverse Share Split During September 2021, the total number of shares of common stock authorized by the Company was reduced from 900,000,000 shares of common stock, par $0.001, to 180,000,000 shares of common stock, par $0.001, and the number of shares of common stock held by each stockholder of the Company were consolidated automatically into the number of shares of common stock equal to the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the reverse split divided by five five one No fractional shares were issued in connection with the reverse split and all fractional shares were rounded up to the next whole share. Additionally, all options, warrants and other convertible securities of the Company outstanding immediately prior to the reverse split were adjusted by dividing the number of shares of common stock into which the options, warrants and other convertible securities are exercisable or convertible by five five All shares of common stock, options, warrants and other convertible securities and the corresponding price per share amounts have been presented to reflect the reverse split in all periods presented within this Form 10-Q. Acquisition shares In connection with the acquisition of the Sentry Neuromonitoring, LLC (the “Seller”) assets, we issued to Seller or the Principals, as elected by Seller, shares of common stock of the Company with a value of $1,625,000, determined on the effective date, as quoted on the TSX Venture Exchange (237,226 shares of common stock). In addition, the Company placed into escrow 94,891 shares of the Company’s common stock with a value of $650,000. The common stock is subject to a 12-month Share issuance In June 2020, in connection with common stock purchase agreements, the Company issued 156,032 shares of common stock at a deemed value of $4.00 per share to certain employees, directors and third parties. Convertible debt During the nine months ended September 30, 2021, certain holders of the convertible debenture exercised their right to convert $60,000 of outstanding principal into shares of common stock, resulting in the issuance of 13,384 common stock. Stock options On December 10, 2020, our shareholders approved amendments to the Company’s stock option plan, which amended the plan previously approved on November 20, 2019 (the “Amended Stock Option Plan”). As of September 30, 2021, an aggregate of 1,183,930 shares of common stock (10% of the issued and outstanding shares of common stock) were available for issuance under the Amended Stock Option Plan. Of this amount, stock options in respect of 1,014,100 shares are outstanding as of September 30, 2021. Options under the Plan are granted from time to time at the discretion of the Board of Directors, with vesting periods and other terms as determined by the Board of Directors. A summary of the stock option activity is presented below: Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares Subject Price Per Contractual Intrinsic Value to Options Share Life (in years) (in thousands) Balance at December 31, 2020 748,600 $ 5.25 4.00 Options granted 348,000 5.33 Options exercised (3,000) 6.40 Options canceled / expired (79,500) 5.96 Balance at September 30, 2021 1,014,100 5.16 3.62 $ 2,670 Vested and exercisable at September 30, 2021 636,008 4.93 3.39 $ 1,894 The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at September 30, 2021: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number of Contractual Exercise Price Number Exercise Price Outstanding Life (in years) Per Share Exercisable Per Share 200,000 3.90 $ 0.25 200,000 $ 0.25 12,000 1.07 $ 14.00 12,000 $ 14.00 15,000 6.30 $ 9.00 15,000 $ 9.00 85,000 2.00 $ 9.00 73,667 $ 9.00 146,800 2.30 $ 7.80 127,227 $ 7.80 81,300 3.01 $ 6.40 48,780 $ 6.40 40,000 3.91 $ 4.50 18,667 $ 4.50 93,000 4.20 $ 4.85 31,000 $ 4.85 311,000 4.34 $ 5.30 103,667 $ 5.30 30,000 4.54 $ 5.60 6,000 $ 5.60 1,014,100 3.62 $ 5.16 636,008 $ 4.93 The Company uses the Black-Scholes option pricing model to determine the estimated fair value of options. The fair value of each option grant is determined on the date of grant and the expense is recorded on a straight-line basis and is included as a component of general and administrative expense in the consolidated statements of operations. The assumptions used in the model include expected life, volatility, risk-free interest rate, dividend yield and forfeiture rate. The Company’s determination of these assumptions are outlined below. Expected life — Volatility — Risk-free interest rate — Dividend yield — Forfeiture rate — The following assumptions were used to value the awards granted during the nine months ended September 30, 2021: Nine Months Ended September 30, 2021 2020 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 % 3.0 % Dividend yield — % — % Expected volatility 91 % 107 % Stock-based compensation expense for the three months ended September 30, 2021 and 2020 was $210 thousand and $88 thousand, respectively, and $818 thousand and $456 thousand for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, there was approximately $925 thousand of total unrecognized compensation cost related to 378,092 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 2.2 years. Warrants As of September 30, 2021 and December 31, 2020, there were 3,940,006 and 3,665,006 warrants outstanding, respectively. Number of Warrants outstanding Balance at December 31, 2020 3,665,006 Debenture, warrants issued (Note 4) 275,000 Balance at September 30, 2021 3,940,006 | 9. SHAREHOLDERS’ EQUITY Common Shares The Company has 900,000,000 common shares authorized at $0.001 par value. As of December 31, 2020 and 2019, there were 56,378,939 and 34,795,313, respectively, common shares issued and outstanding (“Common Shares”). In June 2020, the Company launched a non-brokered private placement of units of the Company (the “June Units”) for gross proceeds of up to $300 thousand (the “June Offering”). Each June Unit was offered at a price of $0.81 and consisted of one Common Share and one During September 30, 2020, the Company issued 50,000 Common Share to settle $40 thousand of outstanding accounts payable. On December 1, 2020, the Company initiated a private placement, pursuant to which the Company sold and issued to the investors an aggregate of 16,357,703 units of the Company at an issue price of $0.64 per Unit, for net proceeds of $9.5 million (“December Financing”). Each unit consisted of one share of common stock and one common stock warrant, each exercisable to acquire one share of common stock at $0.78 per share for a period of five years from the date of issuance. Accordingly, the Company issued 16,357,703 shares of common stock and 16,357,703 common stock warrants. Three members of the Company’s management and two independent members of the Company’s Board of Directors participated in the December financing and they purchased 476,453 shares of stock. Stock Option Plan On December 10, 2020, our shareholders approved amendments to the Company’s stock option plan, which amended the plan previously approved on November 20, 2019 (the “Amended Stock Option Plan”). As of December 31, 2020, an aggregate of 5,637,894 shares of common stock (10% of the issued and outstanding shares of common stock) were available for issuance under the Amended Stock Option Plan. Of this amount, stock options in respect of 3,743,000 common shares have been issued. On December 10, 2020, the Company’s shareholders approved the adoption of a new fixed equity incentive plan (the “ outstanding Options under the Plan are granted from time to time at the discretion of the Board of Directors, with vesting periods and other terms as determined by the Board of Directors. A summary of the stock option activity is presented below: Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares Subject Price Per Contractual Intrinsic Value to Options Share Life (in years) (in thousands) Balance at December 31, 2018 3,335,000 $ 0.48 Options granted 1,501,000 $ 1.56 Options exercised (650,000) $ 0.15 Options canceled / expired (1,000,000) $ 0.05 Balance at December 31, 2019 3,186,000 $ 1.12 4.62 Options granted 865,000 $ 0.95 Options exercised (50,000) $ 0.50 Options canceled / expired (258,000) $ 1.60 Balance at December 31, 2020 3,743,000 $ 1.05 4.00 $ 1,053 Vested and exercisable at December 31, 2020 2,352,601 $ 0.95 3.98 $ 995 The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at December 31, 2020: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number of Contractual Exercise Price Number Exercise Price Outstanding Life (in years) Per Share Exercisable Per Share 1,000,000 4.65 $ 0.05 1,000,000 $ 0.05 60,000 1.82 $ 2.80 60,000 $ 2.80 75,000 7.05 $ 1.80 75,000 $ 1.80 425,000 2.75 $ 1.80 311,667 $ 1.80 884,000 3.04 $ 1.56 530,401 $ 1.56 434,000 3.76 $ 1.28 202,533 $ 1.28 300,000 4.66 $ 0.90 60,000 $ 0.90 565,000 4.95 $ 0.97 113,000 $ 0.97 3,743,000 4.00 $ 1.05 2,352,601 $ 0.95 The Company uses the Black-Scholes option pricing model to determine the estimated fair value of options. The fair value of each option grant is determined on the date of grant and the expense is recorded on a straight-line basis and is included as a component of general and administrative expense in the consolidated statements of operations. The assumptions used in the model include expected life, volatility, risk-free interest rate, dividend yield and forfeiture rate. The Company’s determination of these assumptions are outlined below. Expected life — Volatility — Risk-free interest rate — Dividend yield — Forfeiture rate — The following assumptions were used to value the awards granted during the years ended December 31, 2020 and 2019: Years Ended December 31, 2020 2019 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 - 2.5 % 2.0 % Dividend yield — % — % Expected volatility 91 - 107 % 100 % Stock-based compensation expense recognized in our consolidated financial statements for the years ended December 31, 2020 and 2019 was $548 thousand and $1.2 million, respectively. As of December 31, 2020, there was approximately $595 thousand of total unrecognized compensation cost related to 1,390,399 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 2.3 years. Derivative Liability Stock options granted to consultants that have an exercise price this is stated in a different currency than the Company’s functional currency are treated as a liability and are revalued at the end of each reporting period for the term of the vesting period. Any change in the fair value of the stock option subsequent to the initial recognition is recorded as a component of other income, net in the consolidated statements of operations. Changes in the Company’s stock option liability for the years ended December 31, 2020 and 2019 were as follows (stated in thousands): Balance at December 31, 2018 $ 246 Loss on revaluation 8 Reclassification option fair value at exercise to equity (188) Balance at December 31, 2019 $ 66 Gain on revaluation (50) Balance at December 31, 2020 $ 16 The assumptions used for the Black-Scholes Option Pricing Model to revalue the stock options granted to consultants as of December 31, 2020 and 2019 were as follows: Years Ended December 31, 2020 2019 Risk free rate of return 0.1 % 1.7 % Expected life 1.8 years 2.8 years Expected volatility 100 % 170 % Expected dividend per share nil nil There were no stock options granted to consultants during the year ended December 31, 2020 that required recurring fair value adjustments. Warrants The following table details warrant activity for the years ended December 31, 2020 and 2019: Number of Warrants outstanding Balance at December 31, 2018 49,000 Warrants exercised (44,600) Warrants expired (4,400) Convertible debt, warrants issued (Note 8) 392,755 Balance at December 31, 2019 392,755 Convertible debt, warrants issued (Note 8) 1,511,609 Equity financing, warrants issued (discussed above) 16,420,664 Balance at December 31, 2020 18,325,028 2018 Warrants As part of a private placement completed in 2017, the Company issued 49,000 warrants. Each warrant entitled the holder to purchase one common share at an exercise price of $0.50 Cdn with an original expiration date of May 24, 2019. During 2019, 44,600 warrants were exercised and 4,400 warrants expired unexercised. Any change in the fair value of the warrants subsequent to the initial recognition was recorded as a component of other income, net in the consolidated statements of operations. Changes in the Company’s share purchase warrant liability for the year ended December 31, 2019 were as follows (stated in thousands): Balance at December 31, 2018 $ 56 Loss on revaluation 14 Reclassification warrant fair value at exercise to equity (70) Balance at December 31, 2019 $ — 2019 Warrants As part of the convertible debt issuance (Note 8), the Company issued 344,505 warrants to the convertible debt holders and 48,250 finders’ fee warrants. The Company calculated the fair value of $622 thousand for the 2019 warrants using the Black-Scholes Option Pricing Model on the issuance date. 2020 Warrants As part of the 2020 convertible debt issuances (Note 8), the Company has issued 1,420,835 warrants to the convertible debt holders and 90,777 finders’ fee warrants. In conjunction with the June Offering, the Company issued 62,962 warrants. In conjunction with the December Financing, the Company issued 16,357,703 warrants. The assumptions used for the Black-Scholes Option Pricing model to value the 2019 and 2020 warrants were as follows: Year Ended Year Ended December 31, 2020 December 31, 2019 Risk free rate of return 0.39 % 1.64 % Expected life 5.0 years 4.0 years Expected volatility 90 % 171 % Expected dividend per share nil nil Exercise price $ 0.78 $ 1.40 Stock price $ 0.96 $ 1.31 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
LOSS PER SHARE | ||
EARNINGS (LOSS) PER SHARE | 6. LOSS PER SHARE The following table sets forth the computation of basic and fully diluted loss per share for the three and months ended September 30, 2021 and 2020 (stated in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) $ 91 $ (977) $ (2,447) $ (14,711) Basic weighted average common stock outstanding 11,838,032 6,988,058 11,528,371 6,968,728 Basic income (loss) per share $ 0.01 $ (0.14) $ (0.21) $ (2.11) Net income (loss) $ 91 $ (977) $ (2,447) $ (14,711) Basic weighted average common shares outstanding 11,838,032 6,988,058 11,528,371 6,968,728 Dilutive effect of stock options and warrants 3,886,071 — — — Dilutive weighted average common stock outstanding 15,724,103 6,988,058 11,528,371 6,968,728 Diluted income (loss) per share $ 0.01 $ (0.14) $ (0.21) $ (2.11) Basic net income (loss) per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed using the treasury stock method to calculate the weighted average number of shares of common stock and, if dilutive, potential shares of common stock outstanding during the period. Potential dilutive shares of common stock include incremental shares of common stock issuable upon the exercise of stock options, less shares from assumed proceeds. The assumed proceeds calculation includes actual proceeds to be received from the employee upon exercise and the average unrecognized stock compensation cost during the period. Stock options, exercisable, to purchase 227,893 shares of common stock and warrants to purchase 462,068 shares of common stock were outstanding at September 30, 2021 that were not included in the computation of diluted weighted average common stock outstanding because their effect would have been anti-dilutive. | 10. EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and fully diluted income per common share for the years ended December 31, 2020 and 2019 (stated in thousands, except per share amounts): Years Ended December 31, 2020 2019 Net income (loss) $ (15,036) $ 2,716 Basic weighted average common shares outstanding 36,233,127 34,402,607 Basic earnings (loss)per common share $ (0.41) $ 0.08 Net income (loss) $ (15,036) $ 2,716 Basic weighted average common shares outstanding 36,233,127 34,402,607 Dilutive effect of stock options, warrants, and performance shares — 7,510,000 Dilutive weighted average common shares outstanding 36,233,127 41,912,607 Diluted earnings loss) per common share $ (0.41) $ 0.06 Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the treasury stock method to calculate the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential dilutive common shares include incremental common shares issuable upon the exercise of stock options, less shares from assumed proceeds. The assumed proceeds calculation includes actual proceeds to be received from the employee upon exercise and the average unrecognized stock compensation cost during the period. Stock options to purchase 3,743,000 common shares and warrants to purchase 18,325,028 common shares were outstanding at December 31, 2020 that were not included in the computation of diluted weighted average common shares outstanding because their effect would have been anti-dilutive. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
INCOME TAXES | 11. INCOME TAXES The following table sets forth income tax expense for the years ended December 31, 2020 and 2019 (stated in thousands): Years Ended December 31, 2020 2019 Income tax expense: Federal $ — $ — State — (3) — (3) Deferred tax (benefit) expense: Federal (1,825) 690 State (360) 119 (2,185) 809 Total income tax (benefit) expense $ (2,185) $ 806 The following table sets forth deferred tax assets and liabilities as of December 31, 2020 and 2019 (stated in thousands): Years Ended December 31, 2020 2019 Deferred Tax Assets (Liabilities): Noncurrent: Fixed assets $ (219) $ (133) Stock-based and performance share compensation. 2,286 4,456 Equity method investments (187) (835) Accrual to cash adjustment (4,368) (6,916) Section 163(J) limitation — 81 Net operating loss and carryforward 2,211 1,357 Intangibles (10) — Debt issuance costs 32 — Accretion expense (344) — Other — (20) Deferred Tax Liabilities, net $ (599) $ (2,010) The following table sets forth the effective tax rate reconciliation for the years ended December 31, 2020 and 2019 (stated in thousands): Years Ended December 31, 2020 2019 Reconciliation of effective tax rate: Federal taxes at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 4.4 % 3.7 % Permanent items 0.9 % (1.6) % Performance shares (13.7) % — % Provision to return adjustment and other 0.1 % (0.2) % Change in rate (0.4) % — % NOL carryback difference 0.3 % — % Effective income tax rate 12.6 % 22.9 % The Company had an effective tax rate of 12.6% and 22.9% for the years ended December 31, 2020 and 2019, respectively. At December 31, 2020, $8.4 million of cumulative net operating loss carryforwards for federal income tax purposes were available to offset future taxable income of which none is subject to expiration. The Tax Reform Act of 1986 contains provisions that limit the utilization of net operating loss carryforwards if there has been a change in ownership as described in Internal Revenue Code Section 382. The Company has not prepared an analysis to determine if a change of control has occurred. Such a change of ownership may limit the Company’s utilization of its net operating losses. In assessing the realizability of deferred tax assets, management considers whether it is probable that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is probable that the Company will realize the benefits of these deductible differences at December 31, 2020. The Company accounts for unrecognized tax benefits in accordance with ASC Topic 740, Income Taxes |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 12 Months Ended |
Dec. 31, 2020 | |
EQUITY METHOD INVESTMENT | |
EQUITY METHOD INVESTMENT | 12. EQUITY METHOD INVESTMENT Assure Networks, LLC holds various interests in PEs that are accounted for under the equity method of accounting. Under the equity method, the investment is initially recorded at cost and the carrying value is adjusted thereafter to include the Company’s pro rata share of earnings or loss of the investee. The amount of the adjustment is included in the determination of the Company’s net income and the investment account is also adjusted for any profit distributions received or receivable from an investee. The table below details the activity from equity method investments for the years ended December 31, 2020 and 2019 (stated in thousands). Balance, December 31, 2018 $ 2,256 Share of earnings 1,305 Distributions (979) Acquisition (222) Balance, December 31, 2019 $ 2,360 Share of losses (1,194) Distributions (558) Balance, December 31, 2020 $ 608 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 13. RELATED PARTY TRANSACTIONS During March 2019, Mr. Willer agreed to settle his $375 thousand indebtedness to the Company. Prior to the settlement, Mr. Willer was owed 1,000,000 common shares pursuant to a performance share agreement. As part of the settlement, Mr. Willer agreed to reduce the number of common shares owed to him pursuant to the performance share agreement by 250,000 common shares. The Company will account for this settlement at closing. The closing had not yet occurred as of December 31, 2020. During 2019, two members of the Company’s management team advanced the Company approximately $190 thousand. These advances were repaid during 2020. Compensation to family members of the Company’s Founder and former Executive Chairman for business development services and patient advocate services rendered during the years ended December 31, 2020 and 2019, totaled $299 thousand and $297 thousand, respectively. In August 2020, the Company entered into a $6.5 million Loan Facility (as defined in Note 8) with Colorado based, Central Bank & Trust, a part of Farmers & Stockmens Bank (“Central Bank”). A former member of the Company’s Board of Directors is the Chief Executive Officer of Central Bank . |
401K Plan
401K Plan | 12 Months Ended |
Dec. 31, 2020 | |
401K Plan | |
401K Plan | 14. 401K Plan The Company established the Assure Holdings 401(k) Plan (the “401k Plan”) under Section 401(k) of the Internal Revenue Code. Under the 401k Plan, employees, with greater than six months of service, may contribute up to 100% of their compensation per year subject to the elective limits as defined by IRS guidelines and the Company may make matching contributions in amounts not to exceed 6.0% of the employees’ annual compensation. Investment selections consist of mutual funds and do not include any of the Company’s common stock. The Company’s contributions to the 401k Plan amounted to $409 thousand and $276 thousand for the years ended December 31, 2020 and 2019, respectively. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | 8 . COMMITMENTS AND CONTINGENCIES Indemnifications The Company is a party to a variety of agreements in the ordinary course of business under which it may be obligated to indemnify third parties with respect to certain matters. These obligations include, but are not limited to, contracts entered into with physicians where the Company agrees, under certain circumstances, to indemnify a third party, against losses arising from matters including but not limited to medical malpractice and other liability. The impact of any such future claims, if made, on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to final outcome of these potential claims. As permitted under Nevada law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company believes, given the absence of any such payments in the Company’s history, and the estimated low probability of such payments in the future, that the estimated fair value of these indemnification agreements is immaterial. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable the Company to recover any payments, should they occur. Performance share compensation As part of a reverse takeover transaction (“RTO”) during 2016, the Company entered into a one-time stock grant agreement with two executives which defines a bonus share threshold as follows: should the Company meet or exceed a 2017 fiscal year EBITDA threshold of Cdn$7,500, the Company would issue 1,200,000 shares of common stock of the surviving issuer at the trailing 30-day average closing price. See the Company’s annual report for the year ended December 31, 2020 filed on March 30, 2021 for additional discussion. During the year ended December 31, 2020, the Company settled 1,000,000 performance shares resulting from the issuance of 1,000,000 shares of common stock. During the first half of 2021, the Company settled the remaining 200,000 performance shares. | 15. COMMITMENTS AND CONTINGENCIES Indemnifications The Company is a party to a variety of agreements in the ordinary course of business under which it may be obligated to indemnify third parties with respect to certain matters. These obligations include, but are not limited to, contracts entered into with physicians where the Company agrees, under certain circumstances, to indemnify a third party, against losses arising from matters including but not limited to medical malpractice and other liability. The impact of any such future claims, if made, on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to final outcome of these potential claims. As permitted under Nevada law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company believes, given the absence of any such payments in the Company’s history, and the estimated low probability of such payments in the future, that the estimated fair value of these indemnification agreements is immaterial. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable the Company to recover any payments, should they occur. Performance share compensation As part of a reverse takeover transaction (“RTO”) during 2016, the Company entered into a one-time stock grant agreement with two executives (Mr. Parsons and Mr. Willer), which defines a bonus share threshold as follows: should the Company meet or exceed a 2017 fiscal year EBITDA threshold of Cdn$7.5 million, the Company would issue 6,000,000 common shares of the surviving issuer at the trailing 30-day average closing price. The performance share grant was structured as part of the RTO transaction to provide additional equity to management conditioned upon performance achievements. As the Company achieved the EBITDA threshold for the year ended December 31, 2017, the Company recorded a liability of approximately $16 million for the value of the shares to be issued while the agreements were modified and the cash collected threshold is achieved, which the Company deemed probable. During the year ended December 31, 2020, the Company settled 5,000,000 performance shares resulting from the issuance of 5,000,000 common shares. Mr. Parsons relinquished 1,700,000 performance shares and awarded them to other employees. |
QUARTERLY DATA (unaudited)
QUARTERLY DATA (unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
QUARTERLY DATA (unaudited) | |
QUARTERLY DATA (unaudited) | 16. QUARTERLY DATA (unaudited) The following table sets for the revenue and net income (loss) for each of the three month periods indicated: December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 Revenue, net of accounts receivable valuation allowance $ 5,964 $ 3,963 $ (10,736) $ 4,333 Net income/(loss) before tax (114) (1,344) (15,284) (479) December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019 Revenue, net of accounts receivable valuation allowance $ (4,659) $ 7,951 $ 8,389 $ 6,044 Net income/(loss) before tax (8,942) 4,763 5,324 2,377 |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS On October 1, 2021, the Company granted 197,000 stock options to certain officers and employees. On November 15, 2021, the Company announced that it has closed a brokered private placement of approximately 900,000 shares of the Company at an issue price of $5.25 per share, for gross proceeds of $4.75 million (the “Offering”). The proceeds of the Offering are expected to be used for expanding the Company’s remote neurology services offering for intraoperative neuromonitoring (“IONM”), extending the Company’s operational footprint into new states, supporting expected growth generated by the agreement with Premier, Inc. and general working capital purposes. Kestrel Merchant Partners LLC (the “Sponsor”) acted as the exclusive sponsor and The Benchmark Company, LLC (the “Agent”) acted as sole placement agent in connection with the Offering. Additionally, certain directors, officers and employees are expected to participated in a subsequent offering to settle approximately $700 thousand of compensation at a market price to be determined in accordance with Nasdaq listing requirements following the end of the Company’s trading blackout in accordance with the Company’s insider trading policy. | 17. SUBSEQUENT EVENTS Paycheck Protection Program On March 2, 2021, Assure executed a PPP promissory note and received a $1.7 million unsecured PPP loan, which matures on February 25, 2026 (the “Loan”). The Loan carries an interest rate of 1.0% per annum, with principal and interest payments due on the first day of each month, with payments commencing on the earlier of: (i) the day the amount of loan forgiveness granted to Assure is remitted by the Small Business Administration to the Bank of Oklahoma; or (ii) 10 months after the end of the 24 week period following the grant of the Loan. All or a portion of the Loan may be forgiven if the Company maintains its employment and compensation within certain parameters during the 24 week period following the loan origination date and the proceeds of the Loan are spent on payroll costs, rent or lease agreements dated before February 15, 2020 and utility payments arising under service agreements dated before February 15, 2020. Acquisition Effective February 24, 2021, the Company has signed a Term Sheet ( “ ” ” Established in 2007, Sentry is a leading IONM company primarily serving the Greater Houston region. The company’s operational footprint also extends within Texas to Dallas-Ft. Worth and Austin and includes business relationships in Kansas and Missouri. In 2020, Sentry performed more than 5,500 IONM procedures and approximately 50% of these procedures were commercial insurance payors. The company currently employs 34 full-time staff, including 24 technologists supporting more than 50 surgeons at over 50 facilities. Stock option grant On January 29, 2021, the Company granted 1,625,000 stock options to acquire shares of common stock to officers, directors and employees at $1.06 per share, vesting 20% on the grant date and one-sixth Registration Statement On December 30, 2020, the Company filed a resale registration statement on Form S-1 with the Securities Exchange Commission to register securities issued or issuable in the December Private Placement, as required under the Registration Rights Agreement. On February 12, 2021, the registration statement was declared effective by the Securities Exchange Commission. The Company is required to maintain the effectiveness of the registration statement and intend to file a post-effective amendment to the registration statement to incorporate our audited financial statements for the year ended December 31, 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The accounting estimates and assumptions that require management’s most significant, difficult, and subjective judgment include the recognition and measurement of patient service fees, net, hospital, management and other revenue, the collectability of accounts receivable, the fair value measurements of goodwill and intangible assets, the assessment of the recoverability of goodwill, the assessment of useful lives and recoverability of intangible assets and long-lived assets, recognition and measurement of current and deferred income tax assets and liabilities, the assessment of unrecognized tax benefits, the valuation and recognition of stock-based compensation expense and business combinations, among others. Actual results experienced by the Company may differ from management’s estimates. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods when the revision affects both current and future periods. Significant assumptions, judgments, and estimates that management has made at the end of the reporting period that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: patient service fees, net; hospital, management, and other revenue; accounts receivable; and due to/from related parties. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. The Company did not have any cash equivalents as of December 31, 2020 or 2019. |
Financial Instruments | Financial Instruments Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, bank debt, trade and other receivables, trade and other payables, acquisition indebtedness, convertible debentures, and finance leases. The carrying amounts of the Company’s cash, receivables, and payables, as reflected in the consolidated financial statements approximate fair value due to the short-term maturity of these items. The other long-term instruments approximate their carrying amounts as assessed by management. The Company’s financial instruments are exposed to certain financial risks, including concentration risk, liquidity risk, and market risk. Concentration risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash and trade receivables. The carrying amount of the financial assets represents the maximum credit exposure. The Company limits its exposure to concentration risk on cash by placing these financial instruments with high-credit, quality financial institutions and only investing in liquid, investment grade securities. The Company has a number of individual third party payors and no individual third party insurers that represent a concentration risk. Net patient service fee revenue is recognized in the period in which IONM services are rendered, at net realizable amounts from third party payors when collection is reasonably assured and can be estimated. The Company bills national, regional and local third party insurers which pose a low risk of insolvency because they are regulated by state insurance commissions which require appropriate reserves to be maintained to reimburse healthcare providers for submitted claims. The majority of the Company’s services are rendered on an out-of-network basis and billed to third party insurers. Since allowable charges for services rendered out-of-network are not contractually based, the Company establishes net realized value by evaluating the payor mix, historical settlement and payment data for a given payor type, and current economic conditions to calculate an appropriate net realizable value for net patient service revenue and accounts receivables. These estimates are subject to ongoing monitoring and adjustment based on actual experience with final settlements and collections and management revises its net patient service revenue estimates as necessary in subsequent periods. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due and arises from the Company’s management of working capital. The Company ensures that there is sufficient liquidity to meet its short-term business requirements, considering its anticipated cash flows from operations and its holdings of cash. A significant portion of the trade and other payables balance is related to the accrual of billing and collection fees to be paid to the Company’s third party billing and collection vendors. The billing and collection fees are accrued in the same period as services are rendered and revenue is recognized by the Company. The accrued billing and collection fees are calculated based on a percentage of the estimated net realized value of the of the revenue recognized. The accrued fees to be paid to the third party billing and collection vendors are contingent on cash collections and are typically paid the following month after collections are achieved. Additional billing and collection fees are accrued when the cash collected exceeds the revenue recognized by the Company at the time of services rendered. The Company believes that there are currently no concerns of its ability to meet its liabilities as they become due for the foreseeable future. Market risk is the risk that changes in the market prices, such as interest rates, will affect the Company’s income or the value of the financial instruments held. The Company’s policy is to invest cash at floating rates of interest, in order to maintain liquidity, while achieving a satisfactory return for the Company. Fluctuations in the interest rates impact the value of cash but such fluctuations will have no significant impact to the Company’s financial instruments. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The cash collection cycles of the Company are protracted due to the majority of its revenue being billed to private insurance payers on an out-of-network basis. The collection cycle for IONM to out-of-network payers may require an extended period to maximize reimbursement on claims, which results in accounts receivable growth tied to the Company’s overall growth in net patient service fee revenues. The collection cycle impacts the technical fees that are billed by Neuromonitoring and the professional fees that are billed by Networks. The collection cycle may consist of multiple payments from out-of-network private insurance payers, as the collection process entails multiple rounds of denials, underpayments, appeals and negotiations as part of the process to maximize the reimbursement yield on claims. Due to the extended collection cycle, the Company has a policy to reserve claims that have aged to 24 months. The Company continues collection efforts following 24 months despite the reserves on these claims but will not write-off such claims until they age to 36 months. Collections on claims which have been reserved will result in the reversal of prior reserves. The Company performs a collection analysis quarterly for out-of-network billings to private insurance companies and adjusts its revenue and accounts receivable if the collection rate is different from the amount recorded in previous periods. |
Goodwill and Identified Intangible Assets | Goodwill and Identified Intangible Assets Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. If, based on the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The Company first determines the fair value of a reporting unit using weighted results derived from an income approach and a market approach. The income approach is estimated through the discounted cash flow method based on assumptions about future conditions such as future revenue growth rates, new product and technology introductions, gross margins, operating expenses, discount rates, future economic and market conditions, and other assumptions. The market approach estimates the fair value of the Company’s equity by utilizing the market comparable method which is based on revenue multiples from comparable companies in similar lines of business. The Company then compares the derived fair value of a reporting unit with its carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. There were no indications of impairment or impairment charges recorded by the Company during the years ended December 31, 2020 and 2019. Identified intangible assets Identified finite-lived intangible assets consist of trade names and other agreements. The tradename has an indefinite life and is not being amortized, while the agreements are being amortized on a straight-line bases over their estimated useful lives: Doctor agreements 10 years Noncompete agreements 2 years The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. There were no indications of impairment or impairment charges recorded by the Company during the years ended December 31, 2020 and 2019. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the related assets’ estimated useful lives: Medical Equipment 2.5 years Computer equipment 2.0 years Furniture and fixtures 4.0 years Expenditures that materially increase asset life are capitalized, while ordinary maintenance and repairs are expensed as incurred. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are presented in the consolidated balance sheets as a deduction from the carrying amount of the long-term debt, and are amortized over the term of the associated debt to interest expense using the effective interest method. In addition, the Company elects to continue to defer the unamortized debt issuance costs when it pays down a portion of the debt as the prepayment is factored into the terms agreed to on the debt. |
Share Issuance Costs | Share Issuance Costs Costs attributable to the raising of capital are applied against the related share capital. Costs related to shares not yet issued are recorded as deferred share issuance costs. These costs are deferred until the issuance of shares to which the costs relate. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, accrued liabilities, and noncurrent lease liabilities in the Company’s consolidated balance sheets. The ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As a practical expedient, the Company elected, for all office and facility leases, not to separate nonlease components from lease components and instead to account for each separate lease component and its associated non-lease components as a single lease component. |
Revenue Recognition | Revenue Recognition The Company derives its revenue primarily from fees for IONM services provided. Revenue is recognized upon performance of promised service to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those services. Patient service fee revenue and receivables Patient service fee revenue is recognized in the period in which IONM services are rendered, at net realizable amounts from third party payors when collections are reasonably assured and can be estimated. The majority of the Company’s services are rendered on an out-of-network basis and billed to third party insurers. Since allowable charges for services rendered out-of-network are not contractually based, the Company estimates the net realizable value from the gross charges submitted to third party payors and recognizes the net patient service fee revenue. The estimates for out-of-network revenue are based on evaluating the payor mix, historical settlements and payment data for payor types, and current economic conditions to calculate an appropriate net realizable value for revenue and accounts receivables. These estimates are subject to ongoing monitoring and adjustment based on actual experience with final settlements and collections and management revises its revenue estimates as necessary in subsequent periods. Patient service fee revenue is also adjusted in the period when an accounts receivable balance for IONM service is written-off once collection is doubtful and the total collection amount is below the accounts receivable balance for IONM services. The timing of adjustments to patient service fee revenue for collections exceeding the originally estimated amounts may not occur in the same reporting period as the write-off of collected amounts below the originally estimated amounts, which may result in material adjustments to patient service revenue in a given reporting period. For services rendered to patients that have insurance coverage and that the Company has an in-network contract with, the Company records patient service fee revenue pursuant to the contract rate. Hospital, management and other revenue The Company recognizes revenue from hospital and surgery center customers and certain PEs, for which the Company does not have an ownership interest in, on a contractual basis. Revenue from services rendered is recorded after services are rendered. The fees billed to hospital and surgery center customers are on net 30-day terms. The fees billed to the PEs for which the Company does not have an ownership interest in are not collected until the PEs collect sufficient cash for the services that they have performed. Accounts receivable collection cycle The cash collection cycles of the Company are protracted due to the out-of-network billing to private insurance payers. The collection cycle for IONM to out-of-network payers may require an extended period to maximize reimbursement on claims. The collection cycle impacts the technical fees that are billed by Neuromonitoring and the professional fees that are billed by Networks. The collection cycle may consist of multiple payments from out-of-network private insurance payers, as the collection process entails multiple rounds of denials, underpayments, appeals and negotiations as part of the process to maximize the reimbursement yield on claims. Due to the extended collection cycle, the Company has a policy to reserve claims that have aged to 24 months. The Company continues collection efforts following 24 months despite the reserves on these claims but will not write-off such claims until they age to 36 months. Collections on claims which have been reserved will result in the reversal of prior reserves. The Company performs a collection analysis for out-of-network billings to private insurance companies and adjusts its revenue and accounts receivable if the collection rate is different from the amount recorded in previous periods. Historically, this analysis is performed quarterly. |
Stock-based Compensation Expense | Stock-based Compensation Expense The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on stock-based payments. Under the provisions of the guidance, stock-based compensation expense is measured at the grant date based on the fair value of the option using a Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The authoritative guidance also requires that the Company measure and recognize stock-based compensation expense upon modification of the term of a stock award. The stock-based compensation expense for such modification is the sum of any unamortized expense of the award before modification and the modification expense. The modification expense is the incremental amount of the fair value of the award before the modification and the fair value of the award after the modification, measured on the date of modification. In the event the modification results in a longer requisite period than in the original award, the Company has elected to apply the pool method where the aggregate of the unamortized expense and the modification expense is amortized over the new requisite period on a straight-line basis. In addition, any forfeiture will be based on the original requisite period prior to the modification. Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. The Company estimates the expected life of options granted based on historical exercise patterns, which are believed to be representative of future behavior. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. The Company may grant performance share units (“PSUs”) to employees or consultants. PSU awards will vest if certain employee-specific or company-designated performance targets are achieved. If minimum performance thresholds are achieved, each PSU award will convert into common stock at a defined ratio depending on the degree of achievement of the performance target designated by each individual award. If minimum performance thresholds are not achieved, then no shares will be issued. Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the PSUs’ requisite service periods. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted in the period of change and recorded on the statements of operations and the remaining unrecognized stock-based compensation is recorded over the remaining requisite service period. |
Derivative Liabilities | Derivative Liabilities Certain non-employee stock options and broker warrants are considered derivative liabilities, as the currency denomination of the exercise price is different from the functional currency of the Company. As a result, the fair value of certain stock options and warrants is initially calculated on the issuance date and remeasured at each reporting period using the Black-Scholes Option Pricing model. Any change in the fair value of the stock options or warrants subsequent to the initial recognition is recorded in the consolidated statements of income. Once such instruments are extinguished or no longer considered derivative liabilities, such amounts are reclassified as equity. |
Segment and Geographic Information | Segment and Geographic Information The Company operates in one segment and its services are sold nationally in the United States directly through the Company. |
Income Taxes | Income Taxes The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period. The provision for income taxes was determined using the asset and liability method prescribed by GAAP. Under this method, deferred tax assets and liabilities are recognized for the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. If and when it is determined that a deferred tax asset will not be realized for its full amount, the Company will recognize and record a valuation allowance with a corresponding charge to earnings. The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations and in determining the liability for tax positions, if any, taken on the Company’s tax returns in accordance with authoritative guidance on accounting for uncertainty in income taxes. |
Contingencies | Contingencies From time to time, the Company may be involved in legal and administrative proceedings and claims of various types. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional information becomes known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. If a loss is probable but the amount of loss cannot be reasonably estimated, the Company discloses the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made). The Company does not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Indemnification | Indemnification The Company is a party to a variety of agreements in the ordinary course of business under which it may be obligated to indemnify third parties with respect to certain matters. These obligations include, but are not limited to, contracts entered into with physicians where the Company agrees, under certain circumstances, to indemnify a third party, against losses arising from matters including but not limited to medical malpractice and other liability. In accordance with authoritative guidance for accounting for guarantees, the Company evaluates estimated losses for such indemnification. The Company considers such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. To date, no such claims have been filed against the Company and no liability has been recorded in the Company’s financial statements. As permitted under Nevada law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company believes, given the absence of any such payments in the Company’s history, and the estimated low probability of such payments in the future, that the estimated fair value of these indemnification agreements is immaterial. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable the Company to recover any payments, should they occur. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605), and requires entities to recognize revenue when control of goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. On January 1, 2019, the Company adopted the new standard using the modified retrospective method, under which the Company recorded no cumulative net of tax adjustment to the opening balance of retained earnings on January 1, 2019. Prior period comparative information has not been restated and continues to be reported under Topic 605 in effect for those periods. This new standard had a material impact on the Company’s revenue and its consolidated statement of operations and balance sheet as of and for the year ended December 31, 2019, and is expected to have a material impact on an ongoing basis, with no impact on the timing of customer billings or on cash flows. See “Note 4 — Revenue” for further discussion. In June 2018, the FASB issued ASU No. 2018-07, “Stock-based Compensation : Improvements to Nonemployee Stock-based Payment Accounting,” In February 2016, the FASB issued ASU No. 2016-02, “ Leases Leases The most significant impact from adopting Topic 842 was the initial recognition of operating lease ROU assets and operating lease liabilities of $666 thousand and $666 thousand, respectively, as of January 1, 2020. Operating lease liabilities consist of both current and noncurrent portions with the current portion included in the balance of accrued liabilities. The standard did not materially impact the Company’s consolidated statements of operations and had no impact on cash flows. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted On December 18, 2019, FASB released ASU 2019-12, “ Simplifying the Accounting for Income Taxes In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of estimated useful lives of identified intangible assets | Doctor agreements 10 years Noncompete agreements 2 years |
Summary of estimated useful lives of property and equipment | Medical Equipment 2.5 years Computer equipment 2.0 years Furniture and fixtures 4.0 years |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
REVENUE | |
Summary of accounts receivable activity | A summary of the accounts receivable activity is as follows (stated in thousands): December 31, 2020 2019 Accounts receivable, net: Patient service fee $ 79,310 $ 67,779 Hospital, management and other 1,075 1,159 Total accounts receivable 80,385 68,938 Allowance for doubtful accounts (65,420) (38,075) Total accounts receivable, net $ 14,965 $ 30,863 |
Summary of the allowance for doubtful accounts activity | A summary of the allowance for doubtful accounts activity is as follows (stated in thousands): Balance at beginning Bad debt Balance at Year ended of year expense Deductions end of year December 31, 2020 $ 38,075 $ 31,117 $ (3,772) $ 65,420 December 31, 2019 $ 15,293 $ 26,433 $ (3,651) $ 38,075 |
COMPOSITION OF CERTAIN FINANC_2
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS | |
Summary of other current assets | Other current assets consisted of the following (stated in thousands): December 31, 2020 2019 Prepaid insurance $ 116 $ 104 Deposits 48 34 Other assets 120 30 Other current assets $ 284 $ 168 |
Summary of property, plant and equipment, net | Property, plant and equipment, net, consisted of the following (stated in thousands): December 31, 2020 2019 Medical equipment $ 588 $ 278 Computer equipment 43 38 Furniture and fixtures 69 65 Gross property, plant and equipment 700 381 Less: Accumulated depreciation and amortization (344) (172) Property, plant and equipment, net $ 356 $ 209 |
Summary of accounts payable and accrued liabilities | Accounts payable and accrued liabilities consisted of the following (stated in thousands): December 31, 2020 2019 Accounts payable $ 102 $ 1,056 Accrued billing fees 1,490 2,464 Accrued salaries and benefits 1,163 541 Other accrued liabilities 116 304 Accounts payable and accrued liabilities $ 2,871 $ 4,365 |
Summary of other current liabilities | Other current liabilities consisted of the following (stated in thousands): December 31, 2020 2019 Insurance premiums financed $ 69 $ 81 Other liabilities 27 — Other current liabilities $ 96 $ 81 |
Summary of other income, net | Other income, net consisted of the following (stated in thousands): Years Ended December 31, 2020 2019 Loss for broker warrant fair value $ — $ (14) (Loss) gain for stock option fair value 50 (8) Gain on settlement — 194 Other income 39 — Other income, net $ 89 $ 172 |
LEASES (Tables)_2
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
LEASES | ||
Schedule of right of use assets | The condensed consolidated balance sheets include the following amounts for right of use (“ROU”) assets as of September 30, 2021 and December 31, 2020 (stated in thousands): September 30, December 31, 2021 2020 Operating $ — $ 124 Finance 877 608 Total $ 877 $ 732 | The consolidated balance sheets include the following amounts for ROU assets as of December 31, 2020 and 2019 (stated in thousands): 2020 2019 Operating $ 124 $ 196 Finance 608 466 Total $ 732 $ 662 |
Schedule of components of lease cost | The following are the components of lease cost for operating and finance leases (stated in thousands): Nine Months Ended September 30, 2021 2020 Lease cost: Operating leases $ 227 $ 159 Finance leases: Amortization of ROU assets 372 398 Interest on lease liabilities 69 60 Total finance lease cost 441 458 Total lease cost $ 668 $ 617 | The following are the components of lease cost for operating and finance leases (stated in thousands): Years Ended December 31, 2020 2019 Lease Cost: Operating leases $ 212 $ 63 Finance leases: Amortization of ROU assets 371 307 Interest on lease liabilities 64 91 Total finance lease cost 435 398 Total lease cost $ 647 $ 461 |
Schedule of weighted average lease terms and discount rates for operating and finance leases | As of As of September 30, 2021 December 31, 2020 Weighted average remaining lease term (years): Operating leases — 0.5 Finance leases 3.1 3.3 Weighted average discount rate: Operating leases — 6.9 Finance leases 8.1 7.9 | As of December 31, 2020 Weighted average remaining lease term: Operating leases 0.5 years Finance leases 3.3 years Weighted average discount rate: Operating leases 6.9 % Finance leases 7.9 % |
Schedule of future minimum lease payments and related lease liabilities of operating leases | Future minimum lease payments and related lease liabilities as of September 30, 2021 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities Remainder 2021 $ — $ 167 $ 167 2022 — 620 620 2023 — 306 306 2024 — 239 239 2025 — 148 148 Thereafter — 23 23 Total lease payments — 1,503 1,503 Less: imputed interest — (174) (174) Present value of lease liabilities — 1,329 1,329 Less: current portion of lease liabilities — 579 579 Noncurrent lease liabilities $ — $ 750 $ 750 | Future minimum lease payments and related lease liabilities as of December 31, 2020 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2021 $ 127 $ 469 $ 596 2022 — 445 445 2023 — 177 177 2024 — 131 131 2025 — 95 95 Thereafter — 14 14 Total lease payments 127 1,331 1,458 Less: imputed interest (3) (162) (165) Present value lease $ 124 $ 1,169 $ 1,293 Less: current portion of lease liabilities 124 397 521 Noncurrent lease liabilities $ — $ 772 $ 772 |
Summary of future minimum finance lease payments | Future minimum lease payments and related lease liabilities as of September 30, 2021 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities Remainder 2021 $ — $ 167 $ 167 2022 — 620 620 2023 — 306 306 2024 — 239 239 2025 — 148 148 Thereafter — 23 23 Total lease payments — 1,503 1,503 Less: imputed interest — (174) (174) Present value of lease liabilities — 1,329 1,329 Less: current portion of lease liabilities — 579 579 Noncurrent lease liabilities $ — $ 750 $ 750 | Capital Lease Liabilities 2019 $ 274 2020 235 2021 153 2022 29 2023 — Thereafter — Total lease payments 691 Less: imputed interest (104) Present value of lease liabilities 587 Less: current portion of lease liabilities (206) Noncurrent lease liabilities $ 381 |
ACQUISITIONS AND INTANGIBLES (T
ACQUISITIONS AND INTANGIBLES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
ACQUISITION | ||
Schedule of assets acquired and liabilities assumed | Purchase price consideration: Cash $ 1,125 Common stock, at fair value 2,275 Total consideration $ 3,400 Assets acquired: Cash $ 51 Accounts receivable 2,000 Right of use assets 131 Total assets acquired 2,182 Liabilities assumed: Accounts payable and accrued liabilities 242 Lease liability 131 Total liabilities assumed 373 Preliminary Goodwill $ 1,591 | The table below presents the fair value that was allocated to assets and liabilities based upon fair values as determined by the Company (stated in thousands). Purchase price consideration: Promissory notes, at fair value $ 7,151 Common shares liability, at fair value 540 Total consideration $ 7,691 Assets acquired: Equipment $ 172 Intangibles 4,662 Total assets acquired 4,834 Goodwill 2,857 Total $ 7,691 |
Schedule of Finite and Indefinite Lived Intangible Assets acquired | Identified intangible assets consisted of the following (stated in thousands): December 31, 2020 2019 Finite-lived intangible assets Doctor agreements $ 4,509 $ 4,509 Non compete agreements 36 36 Total finite-lived intangible assets 4,545 4,545 Less accumulated amortization (547) (75) Finite-lived intangible assets, net 3,998 4,470 Indefinite-lived intangible assets Tradenames 117 117 Total intangible assets $ 4,115 $ 4,587 | |
Schedule of Future amortization expense of finite-lived intangible assets | As of December 31, 2020, the estimated future amortization expense of finite-lived intangible assets was as follows (stated in thousands): 2021 $ 466 2022 451 2023 451 2024 451 2025 451 Thereafter 1,728 $ 3,998 |
DEBT (Tables)_2
DEBT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT | ||
Summary of debt obligations | September 30, December 31, 2021 2020 Central Bank line of credit $ — $ 1,978 Central Bank promissory note — 2,122 PPP promissory note 1,665 — Total 1,665 4,100 Face value of convertible debenture 3,450 3,450 Less: principal converted to common shares (60) — Less: deemed fair value ascribed to conversion feature and warrants (1,523) (1,523) Plus: accretion of implied interest 610 324 Total convertible debt 2,477 2,251 Face value of Centurion debenture 8,000 — Less: deemed fair value ascribed to warrants (1,204) — Plus: accretion of implied interest 100 — Less: net debt issuance costs (587) — Total Centurion debt 6,309 — Total debt 10,451 6,351 Less: current portion of debt — (4,100) Long-term debt $ 10,451 $ 2,251 | As of December 31, 2020 and 2019, the Company’s debt obligations are summarized as follows (stated in thousands): December 31, 2020 2019 Bank line of credit $ 1,978 $ 1,000 Bank promissory note 2,122 1,418 4,100 2,418 Face value of convertible debenture 3,450 965 Less: fair value ascribed to conversion feature and warrants (1,523) (564) Plus: accretion of implied interest 324 5 2,251 406 Total debt 6,351 2,824 Less: current portion of debt (4,100) (1,664) Long-term debt $ 2,251 $ 1,160 |
Schedule of future minimum principal payments | As of September 30, 2021, future minimum principal payments are summarized as follows (stated in thousands): PPP Convertible Bank Loan Debt Indebtedness Remainder 2021 $ — $ — $ — 2022 — — — 2023 — 965 — 2024 — 2,425 — 2025 — — 8,000 2026 1,665 — — Total 1,665 3,390 8,000 Less: fair value ascribed to conversion feature and warrants — (1,523) (1,204) Plus: accretion and implied interest — 610 100 Less: net debt issuance costs — — (587) $ 1,665 $ 2,477 $ 6,309 | As of December 31, 2020, future minimum principal payments are summarized as follows (stated in thousands): Bank Convertible Indebtedness Debt 2021 $ 4,100 $ — 2022 — — 2023 — 965 2024 — 2,485 2025 — — Total $ 4,100 $ 3,450 Less: fair value ascribed to conversion feature and warrants — (1,523) Plus: accretion and implied interest — 324 $ 4,100 $ 2,251 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of stock options activity | Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares Subject Price Per Contractual Intrinsic Value to Options Share Life (in years) (in thousands) Balance at December 31, 2020 748,600 $ 5.25 4.00 Options granted 348,000 5.33 Options exercised (3,000) 6.40 Options canceled / expired (79,500) 5.96 Balance at September 30, 2021 1,014,100 5.16 3.62 $ 2,670 Vested and exercisable at September 30, 2021 636,008 4.93 3.39 $ 1,894 | Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares Subject Price Per Contractual Intrinsic Value to Options Share Life (in years) (in thousands) Balance at December 31, 2018 3,335,000 $ 0.48 Options granted 1,501,000 $ 1.56 Options exercised (650,000) $ 0.15 Options canceled / expired (1,000,000) $ 0.05 Balance at December 31, 2019 3,186,000 $ 1.12 4.62 Options granted 865,000 $ 0.95 Options exercised (50,000) $ 0.50 Options canceled / expired (258,000) $ 1.60 Balance at December 31, 2020 3,743,000 $ 1.05 4.00 $ 1,053 Vested and exercisable at December 31, 2020 2,352,601 $ 0.95 3.98 $ 995 |
Schedule of stock options outstanding and exercisable | Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number of Contractual Exercise Price Number Exercise Price Outstanding Life (in years) Per Share Exercisable Per Share 200,000 3.90 $ 0.25 200,000 $ 0.25 12,000 1.07 $ 14.00 12,000 $ 14.00 15,000 6.30 $ 9.00 15,000 $ 9.00 85,000 2.00 $ 9.00 73,667 $ 9.00 146,800 2.30 $ 7.80 127,227 $ 7.80 81,300 3.01 $ 6.40 48,780 $ 6.40 40,000 3.91 $ 4.50 18,667 $ 4.50 93,000 4.20 $ 4.85 31,000 $ 4.85 311,000 4.34 $ 5.30 103,667 $ 5.30 30,000 4.54 $ 5.60 6,000 $ 5.60 1,014,100 3.62 $ 5.16 636,008 $ 4.93 | Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number of Contractual Exercise Price Number Exercise Price Outstanding Life (in years) Per Share Exercisable Per Share 1,000,000 4.65 $ 0.05 1,000,000 $ 0.05 60,000 1.82 $ 2.80 60,000 $ 2.80 75,000 7.05 $ 1.80 75,000 $ 1.80 425,000 2.75 $ 1.80 311,667 $ 1.80 884,000 3.04 $ 1.56 530,401 $ 1.56 434,000 3.76 $ 1.28 202,533 $ 1.28 300,000 4.66 $ 0.90 60,000 $ 0.90 565,000 4.95 $ 0.97 113,000 $ 0.97 3,743,000 4.00 $ 1.05 2,352,601 $ 0.95 |
Schedule of assumptions were used to determine fair value of the awards | Nine Months Ended September 30, 2021 2020 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 % 3.0 % Dividend yield — % — % Expected volatility 91 % 107 % | Years Ended December 31, 2020 2019 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 - 2.5 % 2.0 % Dividend yield — % — % Expected volatility 91 - 107 % 100 % |
Schedule of changes in stock option liability | Balance at December 31, 2018 $ 246 Loss on revaluation 8 Reclassification option fair value at exercise to equity (188) Balance at December 31, 2019 $ 66 Gain on revaluation (50) Balance at December 31, 2020 $ 16 | |
Schedule of warrants | Number of Warrants outstanding Balance at December 31, 2020 3,665,006 Debenture, warrants issued (Note 4) 275,000 Balance at September 30, 2021 3,940,006 | Number of Warrants outstanding Balance at December 31, 2018 49,000 Warrants exercised (44,600) Warrants expired (4,400) Convertible debt, warrants issued (Note 8) 392,755 Balance at December 31, 2019 392,755 Convertible debt, warrants issued (Note 8) 1,511,609 Equity financing, warrants issued (discussed above) 16,420,664 Balance at December 31, 2020 18,325,028 |
Schedule of average exercise price of the outstanding warrants | Balance at December 31, 2018 $ 56 Loss on revaluation 14 Reclassification warrant fair value at exercise to equity (70) Balance at December 31, 2019 $ — | |
Schedule of warrants, valuation assumptions | Year Ended Year Ended December 31, 2020 December 31, 2019 Risk free rate of return 0.39 % 1.64 % Expected life 5.0 years 4.0 years Expected volatility 90 % 171 % Expected dividend per share nil nil Exercise price $ 0.78 $ 1.40 Stock price $ 0.96 $ 1.31 | |
Consultant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of assumptions were used to determine fair value of the awards | Years Ended December 31, 2020 2019 Risk free rate of return 0.1 % 1.7 % Expected life 1.8 years 2.8 years Expected volatility 100 % 170 % Expected dividend per share nil nil |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
LOSS PER SHARE | ||
Schedule of computation of basic and fully diluted income (loss) per common share | The following table sets forth the computation of basic and fully diluted loss per share for the three and months ended September 30, 2021 and 2020 (stated in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) $ 91 $ (977) $ (2,447) $ (14,711) Basic weighted average common stock outstanding 11,838,032 6,988,058 11,528,371 6,968,728 Basic income (loss) per share $ 0.01 $ (0.14) $ (0.21) $ (2.11) Net income (loss) $ 91 $ (977) $ (2,447) $ (14,711) Basic weighted average common shares outstanding 11,838,032 6,988,058 11,528,371 6,968,728 Dilutive effect of stock options and warrants 3,886,071 — — — Dilutive weighted average common stock outstanding 15,724,103 6,988,058 11,528,371 6,968,728 Diluted income (loss) per share $ 0.01 $ (0.14) $ (0.21) $ (2.11) | The following table sets forth the computation of basic and fully diluted income per common share for the years ended December 31, 2020 and 2019 (stated in thousands, except per share amounts): Years Ended December 31, 2020 2019 Net income (loss) $ (15,036) $ 2,716 Basic weighted average common shares outstanding 36,233,127 34,402,607 Basic earnings (loss)per common share $ (0.41) $ 0.08 Net income (loss) $ (15,036) $ 2,716 Basic weighted average common shares outstanding 36,233,127 34,402,607 Dilutive effect of stock options, warrants, and performance shares — 7,510,000 Dilutive weighted average common shares outstanding 36,233,127 41,912,607 Diluted earnings loss) per common share $ (0.41) $ 0.06 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Schedule of income tax expense | The following table sets forth income tax expense for the years ended December 31, 2020 and 2019 (stated in thousands): Years Ended December 31, 2020 2019 Income tax expense: Federal $ — $ — State — (3) — (3) Deferred tax (benefit) expense: Federal (1,825) 690 State (360) 119 (2,185) 809 Total income tax (benefit) expense $ (2,185) $ 806 |
Schedule of deferred tax assets and liabilities | The following table sets forth deferred tax assets and liabilities as of December 31, 2020 and 2019 (stated in thousands): Years Ended December 31, 2020 2019 Deferred Tax Assets (Liabilities): Noncurrent: Fixed assets $ (219) $ (133) Stock-based and performance share compensation. 2,286 4,456 Equity method investments (187) (835) Accrual to cash adjustment (4,368) (6,916) Section 163(J) limitation — 81 Net operating loss and carryforward 2,211 1,357 Intangibles (10) — Debt issuance costs 32 — Accretion expense (344) — Other — (20) Deferred Tax Liabilities, net $ (599) $ (2,010) |
Schedule of effective tax rate reconciliation | The following table sets forth the effective tax rate reconciliation for the years ended December 31, 2020 and 2019 (stated in thousands): Years Ended December 31, 2020 2019 Reconciliation of effective tax rate: Federal taxes at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 4.4 % 3.7 % Permanent items 0.9 % (1.6) % Performance shares (13.7) % — % Provision to return adjustment and other 0.1 % (0.2) % Change in rate (0.4) % — % NOL carryback difference 0.3 % — % Effective income tax rate 12.6 % 22.9 % |
EQUITY METHOD INVESTMENT (Table
EQUITY METHOD INVESTMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
EQUITY METHOD INVESTMENT | |
Schedule of equity method investment | The table below details the activity from equity method investments for the years ended December 31, 2020 and 2019 (stated in thousands). Balance, December 31, 2018 $ 2,256 Share of earnings 1,305 Distributions (979) Acquisition (222) Balance, December 31, 2019 $ 2,360 Share of losses (1,194) Distributions (558) Balance, December 31, 2020 $ 608 |
QUARTERLY DATA (unaudited) (Tab
QUARTERLY DATA (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
QUARTERLY DATA (unaudited) | |
Schedule of quarterly data | The following table sets for the revenue and net income (loss) for each of the three month periods indicated: December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 Revenue, net of accounts receivable valuation allowance $ 5,964 $ 3,963 $ (10,736) $ 4,333 Net income/(loss) before tax (114) (1,344) (15,284) (479) December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019 Revenue, net of accounts receivable valuation allowance $ (4,659) $ 7,951 $ 8,389 $ 6,044 Net income/(loss) before tax (8,942) 4,763 5,324 2,377 |
NATURE OF OPERATIONS - Narrat_2
NATURE OF OPERATIONS - Narrative (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021subsidiarysegment | Dec. 31, 2020USD ($)subsidiarysegment | |
Number of indirect wholly-owned subsidiaries | subsidiary | 2 | 2 |
Number of operating segments | segment | 1 | 1 |
Percentage of decline in number of procedures performed due to COVID-19 pandemic | 70.00% | |
Principal payment of notes | $ 9,500 | |
PPP Loan | ||
Principal payment of notes | 1,200 | |
Neuro Pro Monitoring | Due May 15, 2020 | ||
Principal payment of notes | $ 700 |
BASIS OF PRESENTATION (Detail_2
BASIS OF PRESENTATION (Details) | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | |
BASIS OF PRESENTATION | |||
Stockholders' Equity, Reverse Stock Split | During September 2021, the Company effectuated a five-for-one reverse stock split. All share, stock option and warrant information has been retroactively adjusted to reflect the stock split. See Note 5 for additional discussion. | ||
Reverse stock split ratio | 0.2 | 0.2 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Allowance for Doubtful Accounts | |
Term after which claims are reserved | 24 months |
Term after which claims are written-off | 36 months |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Identified intangible assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Doctor agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of identified intangible assets | 10 years |
Non compete agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of identified intangible assets | 2 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Medical Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years 6 months |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 4 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition and Segment Information (Details) - segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue Recognition | ||
Term for fees billed to hospital and surgery center customers | 30 days | |
Allowance for Doubtful Accounts | ||
Term after which claims are reserved | 24 months | |
Term after which claims are written-off | 36 months | |
Segment and Geographic Information | ||
Number of operating segment | 1 | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right of use asset | $ 124 | $ 196 | |
Adjustment | ASU 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right of use asset | $ 666 | ||
Operating lease liabilities | $ 666 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Management fee revenue | ||
Disaggregation of Revenue [Line Items] | ||
Reduction to earnings (loss) from equity method investments | $ 900 | |
Private insurance companies | ||
Disaggregation of Revenue [Line Items] | ||
Reduction of accounts receivable | 15,000 | |
Reduction of revenue | 15,000 | $ 10,300 |
Reduction of revenue that relate to a decline in the Company's historical collection experience | 6,000 | |
Provider Network Entities | ||
Disaggregation of Revenue [Line Items] | ||
Reduction of accounts receivable | 3,100 | |
Reduction to earnings (loss) from equity method investments | $ 700 | |
Provider Network Entities | Out-of-network fee | ||
Disaggregation of Revenue [Line Items] | ||
Reduction of revenue | 3,100 | |
Provider Network Entities | Management fee revenue | ||
Disaggregation of Revenue [Line Items] | ||
Reduction of revenue | $ 2,200 |
REVENUE - Summary of accounts r
REVENUE - Summary of accounts receivable activity (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, net: | |||
Total accounts receivable | $ 80,385 | $ 68,938 | |
Allowance for doubtful accounts | (65,420) | (38,075) | $ (15,293) |
Total accounts receivable, net | 14,965 | 30,863 | |
Patient service fees, net | |||
Accounts receivable, net: | |||
Total accounts receivable | 79,310 | 67,779 | |
Hospital, management and other | |||
Accounts receivable, net: | |||
Total accounts receivable | $ 1,075 | $ 1,159 |
REVENUE - Summary of the allowa
REVENUE - Summary of the allowance for doubtful accounts activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for doubtful accounts activity | ||
Balance at beginning of year | $ 38,075 | $ 15,293 |
Bad debt expense | 31,117 | 26,433 |
Deductions | (3,772) | (3,651) |
Balance at end of year | $ 65,420 | $ 38,075 |
COMPOSITION OF CERTAIN FINANC_3
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS - (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other current assets | ||
Prepaid insurance | $ 116 | $ 104 |
Deposits | 48 | 34 |
Other assets | 120 | 30 |
Other current assets | $ 284 | $ 168 |
COMPOSITION OF CERTAIN FINANC_4
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS - Property (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | $ 700 | $ 381 | |
Less: Accumulated depreciation and amortization | (344) | (172) | |
Property, plant and equipment, net | 356 | 209 | $ 109 |
Depreciation expense | 172 | 172 | |
Medical Equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | 588 | 278 | |
Computer equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | 43 | 38 | |
Furniture and fixtures | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | $ 69 | $ 65 |
COMPOSITION OF CERTAIN FINANC_5
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS - Accounts payable and accrued liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts payable and accrued liabilities | |||
Accounts payable | $ 102 | $ 1,056 | |
Accrued billing fees | 1,490 | 2,464 | |
Accrued salaries and benefits | 1,163 | 541 | |
Other accrued liabilities | 116 | 304 | |
Accounts payable and accrued liabilities | $ 2,069 | $ 2,871 | $ 4,365 |
COMPOSITION OF CERTAIN FINANC_6
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS - Other current liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Other current liabilities | |||
Insurance premiums financed | $ 69 | $ 81 | |
Other liabilities | 27 | ||
Other current liabilities | $ 10 | $ 96 | $ 81 |
COMPOSITION OF CERTAIN FINANC_7
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS - Other income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other income, net | ||||||
Loss for broker warrant fair value | $ (14) | |||||
(Loss) gain for stock option fair value | $ 50 | (8) | ||||
Gain on settlement | 194 | |||||
Other income | 39 | |||||
Other income, net | $ (27) | $ (3) | $ (29) | $ 50 | $ 89 | $ 172 |
LEASES - (Details)_2
LEASES - (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021USD ($)item | Dec. 31, 2020USD ($)item | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Number of operating lease sub leases | item | 2 | 2 | |
Operating | $ 124 | $ 196 | |
Finance | $ 877 | 608 | 466 |
Total right of use asset | 877 | 732 | 662 |
Accumulated amortization of finance lease assets | $ 1,800 | $ 1,300 | $ 1,000 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Rate of interest for finance lease | 6.50% | 6.50% | |
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Rate of interest for finance lease | 12.20% | 2.20% |
LEASES - Components of Lease _2
LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease cost: | ||||
Operating leases | $ 227 | $ 159 | $ 212 | $ 63 |
Amortization of ROU Assets | 371 | 307 | ||
Interest on lease liabilities | 69 | 60 | 64 | 91 |
Total finance lease cost | 441 | 458 | 435 | 398 |
Total lease cost | $ 668 | $ 617 | $ 647 | $ 461 |
LEASES - Lease Terms and Disc_2
LEASES - Lease Terms and Discount Rates (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
LEASES | |||
Weighted average remaining lease term: Operating leases (in years) | 0 years | 6 months | |
Weighted average remaining lease term: Financing leases (in years) | 3 years 1 month 6 days | 3 years 3 months 18 days | |
Weighted average discount rate: Operating leases (as a percent) | 6.90% | ||
Weighted average discount rate: Financing leases (as a percent) | 8.10% | 7.90% | |
ROU assets acquired in exchange for finance lease liabilities | $ 431 | $ 513 | $ 586 |
LEASES - Future Minimum Lease_2
LEASES - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2021 | $ 127 | |
Total lease payments | 127 | |
Less: imputed interest | (3) | |
Present value of lease liabilities | $ 124 | |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Liabilities | |
Less: current portion of lease liabilities | $ 124 | |
Finance Leases | ||
2020 | $ 167 | |
2021 | 620 | 469 |
2022 | 306 | 445 |
2023 | 239 | 177 |
2024 | 148 | 131 |
2025 | 95 | |
Thereafter | 14 | |
Thereafter | 23 | |
Total lease payments | 1,503 | 1,331 |
Less: imputed interest | (174) | (162) |
Present value of lease liabilities | 1,329 | $ 1,169 |
Finance Lease, Liability, Statement of Financial Position [Extensible List] | Liabilities | |
Less: current portion of lease liabilities | 579 | $ 397 |
Noncurrent lease liabilities | 750 | 772 |
Total Lease Liabilities | ||
2021 | 167 | 596 |
2022 | 620 | 445 |
2023 | 306 | 177 |
2024 | 239 | 131 |
2025 | 148 | 95 |
Thereafter | 23 | 14 |
Total lease payments | 1,503 | 1,458 |
Less: imputed interest | (174) | (165) |
Present value of lease liabilities | 1,329 | 1,293 |
Less: current portion of lease liabilities | 579 | 521 |
Noncurrent lease liabilities | $ 750 | $ 772 |
LEASES - Future Minimum Finance
LEASES - Future Minimum Finance Lease Payments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Future minimum finance lease payments | |
2019 | $ 274 |
2020 | 235 |
2021 | 153 |
2022 | 29 |
Total lease payments | 691 |
Less: imputed interest | (104) |
Present value of lease liabilities | 587 |
Less: current portion of lease liabilities | (206) |
Noncurrent lease liabilities | 381 |
Operating lease expense under prior accounting guidance of ASC 840 | $ 70 |
ACQUISITIONS AND INTANGIBLES -
ACQUISITIONS AND INTANGIBLES - Narrative (Details) - USD ($) $ in Thousands | Dec. 01, 2020 | Nov. 01, 2020 | May 15, 2020 | Feb. 14, 2020 | Jan. 13, 2020 | Nov. 29, 2019 | Nov. 27, 2019 | May 31, 2021 | Apr. 30, 2020 | Mar. 31, 2020 | Oct. 31, 2019 | May 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2020 | Sep. 01, 2019 |
Business Acquisition [Line Items] | ||||||||||||||||
Principal payment terms of the Replacement Note | $ 800 | $ 1,700 | $ 328 | $ 500 | ||||||||||||
Amortization Expense | $ 472 | $ 75 | ||||||||||||||
Littleton Professional Reading | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash consideration | $ 700 | |||||||||||||||
Purchase Consideration paid | $ 234 | 466 | ||||||||||||||
Percentage of ownership previously acquired as on date of Acquisition | 15.00% | |||||||||||||||
Velocity | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Percentage of ownership acquired | 100.00% | 65.00% | ||||||||||||||
Clever | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Percentage of ownership acquired | 35.00% | |||||||||||||||
Neuro-Pro Monitoring | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash consideration | $ 7,691 | |||||||||||||||
Purchase Consideration paid | $ 530 | |||||||||||||||
Consideration funded through Promissory Note | $ 700 | $ 1,000 | 6,000 | $ 6,000 | $ 1,000 | |||||||||||
Common stock issued | 500,000 | |||||||||||||||
Common shares, at fair value | 540 | |||||||||||||||
Consideration funded through Replacement Note | $ 7,200 | |||||||||||||||
Expenses incurred for the amendment | $ 100 | |||||||||||||||
Payment of amendment charges for notes | $ 1,000 | $ 6,000 | $ 6,000 | |||||||||||||
Gain on settlement of Replacement Note | $ 188 | |||||||||||||||
Amortization Expense | $ (547) | $ (75) | ||||||||||||||
Neuro Pro Monitoring | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payment of amendment charges for notes | $ 6,000 |
ACQUISITIONS AND INTANGIBLES _2
ACQUISITIONS AND INTANGIBLES - Assets and Liabilities acquired (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Oct. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets acquired: | ||||
Goodwill | $ 4,448 | $ 2,857 | $ 2,857 | |
Neuro-Pro Monitoring | ||||
Business Acquisition [Line Items] | ||||
Promissory notes, at fair value | $ 7,151 | |||
Common shares liability, at fair value | 540 | |||
Cash consideration | 7,691 | |||
Assets acquired: | ||||
Equipment | 172 | |||
Intangibles | 4,662 | $ 4,115 | $ 4,587 | |
Total assets acquired | 4,834 | |||
Goodwill | 2,857 | |||
Total | $ 7,691 |
ACQUISITIONS AND INTANGIBLES _3
ACQUISITIONS AND INTANGIBLES - Finite and Indefinite Lived Intangible Assets acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | |
Business Acquisition [Line Items] | |||
Less accumulated amortization | $ 472 | $ 75 | |
Neuro-Pro Monitoring | |||
Business Acquisition [Line Items] | |||
Total finite-lived intangible assets | 4,545 | 4,545 | |
Less accumulated amortization | (547) | (75) | |
Finite-lived intangible assets, net | 3,998 | 4,470 | |
Total intangible assets | 4,115 | 4,587 | $ 4,662 |
Neuro-Pro Monitoring | Tradenames | |||
Business Acquisition [Line Items] | |||
Indefinite-lived intangible assets | 117 | 117 | |
Doctor agreements | Neuro-Pro Monitoring | |||
Business Acquisition [Line Items] | |||
Total finite-lived intangible assets | 4,509 | 4,509 | |
Non compete agreements | Neuro-Pro Monitoring | |||
Business Acquisition [Line Items] | |||
Total finite-lived intangible assets | $ 36 | $ 36 |
ACQUISITIONS AND INTANGIBLES _4
ACQUISITIONS AND INTANGIBLES - Future amortization expense of finite-lived intangible assets (Details) - Neuro-Pro Monitoring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Present Value of Future Insurance Profits, Expected Amortization, Next Five Years [Abstract] | ||
2021 | $ 466 | |
2022 | 451 | |
2023 | 451 | |
2024 | 451 | |
2025 | 451 | |
Thereafter | 1,728 | |
Finite-lived intangible assets, net | $ 3,998 | $ 4,470 |
DEBT - Debt Obligations (Deta_2
DEBT - Debt Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Bank debt obligations | $ 4,100 | $ 2,418 | ||
Amount issued under tranche | 3,450 | $ 1,700 | 965 | |
Less: fair value ascribed to conversion feature and warrants | (1,523) | (564) | ||
Plus: accretion of implied interest | (324) | (5) | ||
Total | 2,251 | 406 | ||
Total debt | $ 10,451 | 6,351 | 2,824 | |
Less: Current portion of debt | (4,100) | (1,664) | ||
Long-term debt | $ 10,451 | 2,251 | 1,160 | |
Bank Line Of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Bank debt obligations | 1,978 | 1,000 | ||
Bank Promissory Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Bank debt obligations | $ 2,122 | $ 1,418 |
DEBT - Future Minimum Princip_2
DEBT - Future Minimum Principal Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Total | $ 2,251 | $ 406 | |
Less: fair value ascribed to conversion feature and warrants | (1,523) | (564) | |
Plus: accretion of implied interest | 324 | 5 | |
Total debt | $ 10,451 | 6,351 | $ 2,824 |
PPP Loan | |||
Debt Instrument [Line Items] | |||
2025 | 1,665 | ||
Total | 1,665 | ||
Total debt | 1,665 | ||
Bank Indebtedness | |||
Debt Instrument [Line Items] | |||
2021 | 4,100 | ||
2022 | 965 | ||
2023 | 2,425 | ||
Total | 3,390 | 4,100 | |
Less: fair value ascribed to conversion feature and warrants | (1,523) | ||
Plus: accretion of implied interest | 610 | ||
Total debt | 2,477 | 4,100 | |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
2023 | 965 | ||
2024 | 8,000 | 2,485 | |
Total | 8,000 | 3,450 | |
Less: fair value ascribed to conversion feature and warrants | (1,204) | (1,523) | |
Plus: accretion of implied interest | 100 | 324 | |
Less: net debt issuance costs | (587) | ||
Total debt | $ 6,309 | $ 2,251 |
DEBT - Bank Indebtedness (Detai
DEBT - Bank Indebtedness (Details) - USD ($) $ in Thousands | Aug. 01, 2021 | Jan. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2020 | Apr. 30, 2020 |
Debt Instrument [Line Items] | |||||||||
Face amount | $ 3,450 | $ 965 | $ 1,700 | ||||||
Proceeds from Paycheck Protection Program | $ 1,665 | $ 1,211 | 1,211 | ||||||
Interest expense | 138 | $ 252 | |||||||
Central Bank line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,000 | $ 1,000 | |||||||
Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 6,500 | ||||||||
Bearing interest rate | 6.00% | ||||||||
Monthly payments | $ 308 | ||||||||
Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | 4,000 | ||||||||
Proceeds from Paycheck Protection Program | 2,100 | ||||||||
Operating line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 2,500 | ||||||||
Proceeds from Paycheck Protection Program | $ 2,000 | ||||||||
LIBOR | Central Bank line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on variable interest rate | 3.50% | 3.50% | |||||||
Royal Bank of Canada Prime Rate | Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on variable interest rate | 2.00% | ||||||||
Royal Bank of Canada Prime Rate | Operating line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on variable interest rate | 2.00% | ||||||||
Promissory note | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 2,000 | ||||||||
Monthly payments | 61,000 | ||||||||
Retirement of part of obligation | $ 167 |
DEBT - Convertible Debt (Detail
DEBT - Convertible Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 22, 2019 | Apr. 30, 2020 | Sep. 30, 2021 | Jun. 09, 2021 | Dec. 31, 2020 | Dec. 01, 2020 | Dec. 31, 2019 | Dec. 13, 2019 |
Debt Instrument [Line Items] | ||||||||
Amount issued under tranche | $ 1,700 | $ 3,450 | $ 965 | |||||
Number of warrants issued | 16,357,703 | |||||||
Price per unit | $ 0.64 | |||||||
Common share purchase warrants per unit | 1 | 1 | ||||||
Warrant exercise price | $ 1.90 | $ 7.55 | $ 0.78 | |||||
Warrants term | 48 months | 5 years | ||||||
Convertible debenture | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum gross proceeds | $ 4,000 | |||||||
Option to increase the offering | $ 2,000 | |||||||
Amount issued under tranche | $ 3,450 | $ 3,450 | ||||||
Price per unit | $ 1 | |||||||
Common share purchase warrants per unit | 357 | |||||||
Warrant exercise price | $ 1.90 | |||||||
Warrants term | 3 years | |||||||
Conversion price per unit | $ 1.40 | |||||||
Units term | 4 years | 4 years | ||||||
Coupon rate of units | 9.00% | |||||||
Tranche 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount issued under tranche | $ 965 | $ 965 | ||||||
Number of warrants issued | 344,505 | |||||||
Price per unit | $ 1 | |||||||
Common share purchase warrants per unit | 357 | |||||||
Conversion price per unit | $ 1.40 | |||||||
Units term | 4 years | |||||||
Coupon rate of units | 9.00% | |||||||
Fair value of the debt | $ 401 | |||||||
Conversion feature | 376 | |||||||
Fair value of warrants | 188 | |||||||
Payments to finders | $ 67 | |||||||
Finder | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of warrants issued | 90,777 | |||||||
Finder | Convertible debenture | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of warrants issued | 56,300 | |||||||
Warrants term | 3 years | |||||||
Conversion price per unit | $ 1.90 | |||||||
Payments to finders | $ 79 | |||||||
Finder | Tranche 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of warrants issued | 48,250 | |||||||
Warrant exercise price | $ 1.90 | |||||||
Warrants term | 3 years |
DEBT - Convertible debt -Second
DEBT - Convertible debt -Second Tranche (Details) $ / shares in Units, $ in Thousands | Nov. 22, 2019$ / shares | Apr. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($) | Jun. 09, 2021$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 01, 2020$ / sharesshares | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||
Number of separate tranches | 3 | ||||||
Amount issued under tranche | $ 1,700 | $ 3,450 | $ 965 | ||||
Price per unit | $ / shares | $ 0.64 | ||||||
Common share purchase warrants per unit | shares | 1 | 1 | |||||
Number of warrants issued | shares | 16,357,703 | ||||||
Warrant exercise price | $ / shares | $ 1.90 | $ 7.55 | $ 0.78 | ||||
Warrants term | 48 months | 5 years | |||||
Convertible debenture | |||||||
Debt Instrument [Line Items] | |||||||
Amount issued under tranche | $ 3,450 | $ 3,450 | |||||
Price per unit | $ / shares | $ 1 | ||||||
Common share purchase warrants per unit | shares | 357 | ||||||
Warrant exercise price | $ / shares | $ 1.90 | ||||||
Warrants term | 3 years | ||||||
Conversion price per unit | $ / shares | $ 1.40 | ||||||
Units term | 4 years | 4 years | |||||
Coupon rate of units | 9.00% | ||||||
Tranche 2 | |||||||
Debt Instrument [Line Items] | |||||||
Amount issued under tranche | $ 469 | ||||||
Units term | 4 years | ||||||
Fair value of the debt | $ 259 | ||||||
Conversion feature | 152 | ||||||
Fair value of warrants | 58 | ||||||
Tranche 3 | |||||||
Debt Instrument [Line Items] | |||||||
Amount issued under tranche | $ 886 | ||||||
Units term | 4 years | ||||||
Fair value of the debt | $ 483 | ||||||
Conversion feature | 291 | ||||||
Fair value of warrants | 112 | ||||||
Tranche 4 | |||||||
Debt Instrument [Line Items] | |||||||
Amount issued under tranche | $ 300 | ||||||
Units term | 4 years | ||||||
Fair value of the debt | $ 159 | ||||||
Conversion feature | 96 | ||||||
Fair value of warrants | $ 45 | ||||||
Finder | |||||||
Debt Instrument [Line Items] | |||||||
Number of warrants issued | shares | 90,777 | ||||||
Finder | Convertible debenture | |||||||
Debt Instrument [Line Items] | |||||||
Number of warrants issued | shares | 56,300 | ||||||
Warrants term | 3 years | ||||||
Conversion price per unit | $ / shares | $ 1.90 | ||||||
Payments to finders | $ 79 |
DEBT - Additional Information (
DEBT - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||||
Apr. 30, 2020 | Jun. 09, 2021 | Dec. 31, 2020 | Dec. 01, 2020 | Nov. 22, 2019 | |
Debt Instrument [Line Items] | |||||
Price per unit | $ 0.64 | ||||
Common share purchase warrants per unit | 1 | 1 | |||
Number of warrants issued | 16,357,703 | ||||
Warrants term | 48 months | 5 years | |||
Warrant exercise price | $ 7.55 | $ 0.78 | $ 1.90 | ||
April CD Unit | |||||
Debt Instrument [Line Items] | |||||
Maximum gross proceeds | $ 500 | ||||
Option to increase the offering | 500 | ||||
Proceeds used for working capital | 830 | ||||
Retirement of part of obligation | $ 800 | ||||
Price per unit | $ 1 | ||||
Common share purchase warrants per unit | 1,000 | ||||
Number of warrants issued | 34,476 | ||||
Warrants term | 3 years | ||||
Warrant exercise price | $ 1 | ||||
Conversion price per unit | $ 0.67 | ||||
Units term | 4 years | ||||
Coupon rate of units | 9.00% | ||||
Fair value of warrants | $ 23 | ||||
Finder | |||||
Debt Instrument [Line Items] | |||||
Number of warrants issued | 90,777 | ||||
Finder | April CD Unit | |||||
Debt Instrument [Line Items] | |||||
Proceeds used for working capital | 830 | ||||
Fair value of the debt | 364 | ||||
Conversion feature | 279 | ||||
Fair value of warrants | $ 187 |
DEBT - U.S Government Loans (De
DEBT - U.S Government Loans (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Mar. 31, 2021 | Apr. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Face amount | $ 3,450 | $ 1,700 | $ 965 | |
PPP promissory note | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 1,700 | $ 1,200 | ||
Bearing interest rate | 1.00% | 1.00% | ||
Gain on forgiveness of the PPP Loan | $ 1,200 |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 01, 2020$ / sharesshares | Sep. 30, 2020USD ($)shares | Jun. 30, 2020USD ($)item$ / sharesshares | Sep. 30, 2020shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Aug. 31, 2021$ / sharesshares | Jun. 09, 2021$ / sharesshares | Dec. 31, 2019$ / sharesshares | Nov. 22, 2019$ / shares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||||||
Common stock, shares authorized | 180,000,000 | 180,000,000 | 900,000,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares issued | 11,839,304 | 11,275,788 | 34,795,313 | ||||||||
Common stock, shares outstanding | 11,839,304 | 11,275,788 | 34,795,313 | ||||||||
Price per unit | $ / shares | $ 0.64 | ||||||||||
Number of common share per unit | 1 | ||||||||||
Number of warrant per unit | 1 | ||||||||||
Common share purchase warrants per unit | 1 | 1 | |||||||||
Warrant exercise price | $ / shares | $ 0.78 | $ 7.55 | $ 1.90 | ||||||||
Warrants term | 5 years | 48 months | |||||||||
Proceeds from common share issuance, net | $ | $ 832 | $ 102 | $ 9,611 | ||||||||
Share issuance, net (in shares) | 16,357,703 | 156,032 | |||||||||
Number of shares issued to settle outstanding accounts payable | 50,000 | ||||||||||
Outstanding accounts payable settled using shares issuance | $ | $ 40 | ||||||||||
June Offering | |||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||||||
Proceeds from issuance of units | $ | $ 300 | ||||||||||
Price per unit | $ / shares | $ 0.81 | ||||||||||
Number of common share per unit | 1 | ||||||||||
Number of warrant per unit | 0.50 | ||||||||||
Common share purchase warrants per unit | 1 | ||||||||||
Warrant exercise price | $ / shares | $ 1.13 | ||||||||||
Warrants term | 24 months | ||||||||||
Proceeds from common share issuance, net | $ | $ 102 | ||||||||||
Share issuance, net (in shares) | 125,923 | ||||||||||
Number of surgeons to whom shares are issued | item | 2 | ||||||||||
Common Stock | |||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||||||
Common stock, shares authorized | 900,000,000 | 900,000,000 | |||||||||
Common stock, shares issued | 56,378,939 | ||||||||||
Common stock, shares outstanding | 56,378,939 | ||||||||||
Share issuance, net (in shares) | 25,184 | 171,032 | 25,184 | 16,483,626 |
SHAREHOLDER'S EQUITY - Company
SHAREHOLDER'S EQUITY - Company initiated a private placement (Details) | Dec. 01, 2020USD ($)$ / sharesshares | Jun. 30, 2020shares | Jun. 09, 2021$ / sharesshares | Dec. 31, 2020shares | Nov. 22, 2019$ / shares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Number of units issued during period | 16,357,703 | ||||
Price per unit | $ / shares | $ 0.64 | ||||
Number of common share per unit | 1 | ||||
Number of warrant per unit | 1 | ||||
Common share purchase warrants per unit | 1 | 1 | |||
Warrant exercise price | $ / shares | $ 0.78 | $ 7.55 | $ 1.90 | ||
Warrants term | 5 years | 48 months | |||
Share issuance, net (in shares) | 16,357,703 | 156,032 | |||
Number of warrants issued | 16,357,703 | ||||
December Financing | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Proceeds from issuance of units | $ | $ 9,500,000 | ||||
Number of warrants issued | 16,357,703 | ||||
Number independent members of the Board of Directors participated in the financing | 2 | ||||
Number Of Members Of Company's Management Participated In Financing | $ | 476,453 |
SHAREHOLDERS' EQUITY - Stock Op
SHAREHOLDERS' EQUITY - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 01, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share Capital | |||||
Shares issued | 16,357,703 | 156,032 | |||
Common stock, shares issued | 11,839,304 | 11,275,788 | 34,795,313 | ||
Common stock, shares outstanding | 11,839,304 | 11,275,788 | 34,795,313 | ||
Stock options | |||||
Share Capital | |||||
Shares available for issuance | 5,637,894 | ||||
Maximum percentage | 10.00% | ||||
Shares issued | 3,743,000 | ||||
Common stock, shares issued | 56,378,939 | ||||
Common stock, shares outstanding | 56,378,939 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Options at beginning of period (in shares) | 3,743,000 | 3,186,000 | 3,335,000 | ||
Options granted (in shares) | 865,000 | 1,501,000 | |||
Options exercised (in shares) | (50,000) | (650,000) | |||
Options canceled / expired (in shares) | (258,000) | (1,000,000) | |||
Options at end of period (in shares) | 1,014,100 | 3,743,000 | 3,186,000 | ||
Options vested and exercisable as at end of the period | 636,008 | 2,352,601 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||
Exercise Price at beginning of period (in dollars per share) | $ 1.05 | $ 1.12 | $ 0.48 | ||
Options granted (in dollars per share) | 0.95 | 1.56 | |||
Options exercised (in dollars per share) | 0.50 | 0.15 | |||
Options canceled / expired (in dollars per share) | 1.60 | 0.05 | |||
Exercise Price at end of period (in dollars per share) | 5.16 | 1.05 | $ 1.12 | ||
Exercise Price vested and exercisable (in dollars per share) | $ 4.93 | $ 0.95 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Weighted Average Remaining life (in years) | 3 years 7 months 13 days | 4 years | 4 years 7 months 13 days | ||
Weighted Average Remaining life vested and exercisable (in years) | 3 years 11 months 23 days | ||||
Aggregate Intrinsic Value | $ 1,053 | ||||
Aggregate Intrinsic Value vested and exercisable | $ 995 |
SHAREHOLDERS' EQUITY - Stock _2
SHAREHOLDERS' EQUITY - Stock Options Outstanding and Exercisable (Details) - Stock options - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 1,014,100 | 3,743,000 | 3,186,000 | 3,335,000 |
Weighted Average Remaining life (in years) | 3 years 7 months 13 days | 4 years | 4 years 7 months 13 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.16 | $ 1.05 | $ 1.12 | $ 0.48 |
Number Exercisable (in shares) | 636,008 | 2,352,601 | ||
Exercise Price exercisable (in dollars per share) | $ 4.93 | $ 0.95 | ||
Range One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 200,000 | 1,000,000 | ||
Weighted Average Remaining life (in years) | 3 years 10 months 24 days | 4 years 7 months 24 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 0.25 | $ 0.05 | ||
Number Exercisable (in shares) | 200,000 | 1,000,000 | ||
Exercise Price exercisable (in dollars per share) | $ 0.25 | $ 0.05 | ||
Range Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 12,000 | 60,000 | ||
Weighted Average Remaining life (in years) | 1 year 25 days | 1 year 9 months 25 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 14 | $ 2.80 | ||
Number Exercisable (in shares) | 12,000 | 60,000 | ||
Exercise Price exercisable (in dollars per share) | $ 14 | $ 2.80 | ||
Range Three [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 15,000 | 75,000 | ||
Weighted Average Remaining life (in years) | 6 years 3 months 18 days | 7 years 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 9 | $ 1.80 | ||
Number Exercisable (in shares) | 15,000 | 75,000 | ||
Exercise Price exercisable (in dollars per share) | $ 9 | $ 1.80 | ||
Range Four [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 85,000 | 425,000 | ||
Weighted Average Remaining life (in years) | 2 years | 2 years 9 months | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 9 | $ 1.80 | ||
Number Exercisable (in shares) | 73,667 | 311,667 | ||
Exercise Price exercisable (in dollars per share) | $ 9 | $ 1.80 | ||
Range Five [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 146,800 | 884,000 | ||
Weighted Average Remaining life (in years) | 2 years 3 months 18 days | 3 years 14 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 7.80 | $ 1.56 | ||
Number Exercisable (in shares) | 127,227 | 530,401 | ||
Exercise Price exercisable (in dollars per share) | $ 7.80 | $ 1.56 | ||
Range Six [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 81,300 | 434,000 | ||
Weighted Average Remaining life (in years) | 3 years 3 days | 3 years 9 months 3 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 6.40 | $ 1.28 | ||
Number Exercisable (in shares) | 48,780 | 202,533 | ||
Exercise Price exercisable (in dollars per share) | $ 6.40 | $ 1.28 | ||
Range Seven [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 40,000 | 300,000 | ||
Weighted Average Remaining life (in years) | 3 years 10 months 28 days | 4 years 7 months 28 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 4.50 | $ 0.90 | ||
Number Exercisable (in shares) | 18,667 | 60,000 | ||
Exercise Price exercisable (in dollars per share) | $ 4.50 | $ 0.90 | ||
Range Eight [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 93,000 | 565,000 | ||
Weighted Average Remaining life (in years) | 4 years 2 months 12 days | 4 years 11 months 12 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 4.85 | $ 0.97 | ||
Number Exercisable (in shares) | 31,000 | 113,000 | ||
Exercise Price exercisable (in dollars per share) | $ 4.85 | $ 0.97 | ||
Range Nine [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 311,000 | |||
Weighted Average Remaining life (in years) | 4 years 4 months 2 days | |||
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.30 | |||
Number Exercisable (in shares) | 103,667 | |||
Exercise Price exercisable (in dollars per share) | $ 5.30 | |||
Range Ten [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 30,000 | |||
Weighted Average Remaining life (in years) | 4 years 6 months 14 days | |||
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.60 | |||
Number Exercisable (in shares) | 6,000 | |||
Exercise Price exercisable (in dollars per share) | $ 5.60 |
SHAREHOLDERS' EQUITY - Stock-ba
SHAREHOLDERS' EQUITY - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
SHARE CAPITAL | ||||||
Stock-based compensation expense recognized | $ 210 | $ 88 | $ 818 | $ 456 | $ 548 | $ 1,200 |
Unrecognized compensation cost | $ 925 | $ 925 | $ 595 | |||
Unvested stock options (in shares) | 378,092 | 378,092 | 1,390,399 | |||
Weighted-average remaining vesting period | 2 years 2 months 12 days | 2 years 3 months 18 days |
SHAREHOLDERS' EQUITY - Stock _3
SHAREHOLDERS' EQUITY - Stock Option Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SHARE CAPITAL | ||
Beginning Balance | $ 66 | $ 246 |
(Gain) loss on revaluation | (50) | 8 |
Reclassification option fair value at exercise to equity | (188) | |
Ending Balance | $ 16 | $ 66 |
SHAREHOLDERS' EQUITY - Assumpti
SHAREHOLDERS' EQUITY - Assumptions Used (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life | 5 years | 5 years | 5 years | 5 years |
Risk free rate of return | 0.40% | 3.00% | 2.00% | |
Expected volatility | 91.00% | 107.00% | 100.00% | |
Expected dividend per share | 0.00% | 0.00% | ||
Consultant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life | 1 year 9 months 18 days | 2 years 9 months 18 days | ||
Risk free rate of return | 0.10% | 1.70% | ||
Expected volatility | 100.00% | 170.00% | ||
Expected dividend per share | 0.00% | 0.00% | ||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk free rate of return | 2.50% | |||
Expected volatility | 107.00% | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk free rate of return | 0.40% | |||
Expected volatility | 91.00% |
SHAREHOLDERS' EQUITY - Warrants
SHAREHOLDERS' EQUITY - Warrants (Details) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | |||
Balance at Beginning of period (in shares) | 3,665,006 | ||
Convertible debt, warrants issued (Note 8) | 275,000 | ||
Balance at End of period (in shares) | 3,940,006 | 3,665,006 | |
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Balance at Beginning of period (in shares) | 18,325,028 | 392,755 | 49,000 |
Warrants exercised | (44,600) | ||
Warrants expired | (4,400) | ||
Convertible debt, warrants issued (Note 8) | 1,511,609 | 392,755 | |
Equity financing, warrants issued (discussed above) | 16,420,664 | ||
Balance at End of period (in shares) | 18,325,028 | 392,755 |
SHAREHOLDERS' EQUITY - 2018 War
SHAREHOLDERS' EQUITY - 2018 Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2019 | Jun. 09, 2021 | Dec. 31, 2020 | Dec. 01, 2020 | Nov. 22, 2019 | May 24, 2019 | |
Class of Warrant or Right [Line Items] | ||||||
Number of warrants issued | 16,357,703 | |||||
Common share purchase warrants per unit | 1 | 1 | ||||
Warrant exercise price | $ 7.55 | $ 0.78 | $ 1.90 | |||
Balance at the beginning | $ 56 | |||||
Loss on revaluation | 14 | |||||
Reclassification warrant fair value at exercise to equity | $ (70) | |||||
2018 Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of warrants issued | 49,000 | |||||
Warrant exercise price | $ 0.50 | |||||
Warrants exercised | 44,600 | |||||
Warrants expired | 4,400 |
SHAREHOLDERS' EQUITY - 2019 War
SHAREHOLDERS' EQUITY - 2019 Warrants (Details) - USD ($) $ in Thousands | Jun. 09, 2021 | Dec. 01, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | |||
Number of warrants issued | 16,357,703 | ||
Warrants to purchase shares of common stock | 275,000 | ||
2019 Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants issued | 344,505 | ||
Warrants to purchase shares of common stock | 48,250 | ||
Fair value of warrants | $ 622 |
SHAREHOLDERS' EQUITY - 2020 War
SHAREHOLDERS' EQUITY - 2020 Warrants (Details) - shares | Dec. 31, 2020 | Dec. 01, 2020 |
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 16,357,703 | |
June Offering | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 62,962 | |
December Financing | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 16,357,703 | |
Finder | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 90,777 | |
2020 Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 1,420,835 |
SHAREHOLDERS' EQUITY - Assump_2
SHAREHOLDERS' EQUITY - Assumptions Used, Warrants 2020 (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Risk free rate of return | 0.40% | 3.00% | 2.00% | ||
Expected life | 5 years | 5 years | 5 years | 5 years | |
Expected volatility | 91.00% | 107.00% | 100.00% | ||
Stock price | $ 4 | ||||
Warrants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Risk free rate of return | 0.39% | 1.64% | |||
Expected life | 5 years | 4 years | |||
Expected volatility | 90.00% | 171.00% | |||
Expected dividend per share | $ 0 | $ 0 | |||
Exercise price | 0.78 | 1.40 | |||
Stock price | $ 0.96 | $ 1.31 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Net income (loss) | $ 91 | $ (977) | $ (2,447) | $ (14,711) | $ (15,036) | $ 2,716 |
Basic weighted average common stock outstanding | 11,838,032 | 6,988,058 | 11,528,371 | 6,968,728 | 36,233,127 | 34,402,607 |
Basic income (loss) per share | $ 0.01 | $ (0.14) | $ (0.21) | $ (2.11) | $ (0.41) | $ 0.08 |
Dilutive effect of stock options, warrants, and performance shares | 3,886,071 | 7,510,000 | ||||
Dilutive weighted average common stock outstanding | 15,724,103 | 6,988,058 | 11,528,371 | 6,968,728 | 36,233,127 | 41,912,607 |
Diluted income (loss) per share | $ 0.01 | $ (0.14) | $ (0.21) | $ (2.11) | $ (0.41) | $ 0.06 |
Stock options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of diluted weighted average common shares | 227,893 | 3,743,000 | ||||
Warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of diluted weighted average common shares | 462,068 | 18,325,028 |
INCOME TAXES - Income tax expen
INCOME TAXES - Income tax expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax expense: | ||||||
State | $ (3) | |||||
Income tax expense | (3) | |||||
Deferred tax (benefit) expense: | ||||||
Federal | $ (1,825) | 690 | ||||
State | (360) | 119 | ||||
Deferred tax (benefit) expense | (2,185) | 809 | ||||
Total income tax (benefit) expense | $ 158 | $ (367) | $ (743) | $ (2,396) | $ (2,185) | $ 806 |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Noncurrent: | ||
Fixed assets | $ (219) | $ (133) |
Stock-based and performance share compensation. | 2,286 | 4,456 |
Equity method investments | (187) | (835) |
Accrual to cash adjustment | (4,368) | (6,916) |
Section 163(J) limitation | 81 | |
Net operating loss and carryforward | 2,211 | 1,357 |
Intangibles | (10) | |
Debt issuance costs | 32 | |
Accretion expense | (344) | |
Other | (20) | |
Deferred Tax Liabilities, net | $ (599) | $ (2,010) |
INCOME TAXES - Effective tax ra
INCOME TAXES - Effective tax rate reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of effective tax rate: | ||
Federal taxes at statutory rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 4.40% | 3.70% |
Permanent items | 0.9 | (1.6) |
Performance shares | (13.7) | |
Provision to return adjustment and other | 0.1 | (0.2) |
Change in rate | (0.40%) | |
NOL carryback difference | 0.30% | |
Effective income tax rate | 12.60% | 22.90% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES | ||
Effective income tax rate | 12.60% | 22.90% |
Net operating loss carryforwards | $ 8,400 | |
Interest and penalties | $ 0 |
EQUITY METHOD INVESTMENT (Detai
EQUITY METHOD INVESTMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
EQUITY METHOD INVESTMENT | ||||||
Balance at beginning of period | $ 608 | $ 2,360 | $ 2,360 | $ 2,256 | ||
Share of earnings / losses | $ 139 | $ (232) | 136 | $ (1,449) | (1,194) | 1,305 |
Distributions | (558) | (979) | ||||
Acquisition | (222) | |||||
Balance at end of period | $ 638 | $ 638 | $ 608 | $ 2,360 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2020 | Apr. 30, 2020 | |
Related Party Transaction [Line Items] | |||||
Advances from related party | $ 190 | ||||
Compensation to related parties | $ 299 | 297 | |||
Face amount | $ 3,450 | $ 965 | $ 1,700 | ||
Mr. Willer | |||||
Related Party Transaction [Line Items] | |||||
Agreed settlement of indebtedness from related party | $ 375 | ||||
Number of shares owed to related party | 1,000,000 | ||||
Agreed number of reduction in common shares as a part of settlement | 250,000 | ||||
Loan Facility | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 6,500 |
401K Plan (Details)
401K Plan (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
401K Plan | ||
Percentage of employee contribution on the compensation amount | 100 | |
Percentage of employer contribution on the employee's annual compensation | 6.00% | |
Company's contributions | $ 409 | $ 276 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands, $ in Millions | Dec. 01, 2020shares | Nov. 08, 2016CAD ($)itemshares | Jun. 30, 2020shares | Sep. 30, 2020shares | Jun. 30, 2021shares | Sep. 30, 2021shares | Sep. 30, 2020shares | Dec. 31, 2020USD ($)agreementshares |
Commitments and Contingencies | ||||||||
Shares issued | 16,357,703 | 156,032 | ||||||
Common Stock | ||||||||
Commitments and Contingencies | ||||||||
Shares issued | 25,184 | 171,032 | 25,184 | 16,483,626 | ||||
Performance Shares | ||||||||
Commitments and Contingencies | ||||||||
Number of executives | 2 | 2 | ||||||
EBITDA threshold | $ 7,500 | $ 7.5 | ||||||
Shares issued | 1,200,000 | 1,000,000 | ||||||
Trailing days for average closing price | 30 days | 30 days | ||||||
Liability recorded for value of shares | $ | $ 16 | |||||||
Number of performances shares settled | 200,000 | 1,000,000 | ||||||
Performance Shares | Common Stock | ||||||||
Commitments and Contingencies | ||||||||
Shares issued | 6,000,000 | |||||||
Number of performances shares settled | 5,000,000 | |||||||
Performance Shares | Employee | Mr. Parsons | ||||||||
Commitments and Contingencies | ||||||||
Number of performances shares settled | 1,700,000 |
QUARTERLY DATA (unaudited) - Re
QUARTERLY DATA (unaudited) - Revenue and Net income (loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
QUARTERLY DATA (unaudited) | |||||||||||||
Revenue, net of accounts receivable valuation allowance | $ 8,546 | $ 5,964 | $ 3,963 | $ (10,736) | $ 4,333 | $ (4,659) | $ 7,951 | $ 8,389 | $ 6,044 | $ 19,533 | $ (2,440) | $ 3,524 | $ 17,725 |
Net income/(loss) before tax | $ 249 | $ (114) | $ (1,344) | $ (15,284) | $ (479) | $ (8,942) | $ 4,763 | $ 5,324 | $ 2,377 | $ (3,190) | $ (17,107) | $ (17,221) | $ 3,522 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) | Oct. 01, 2021shares | Apr. 30, 2021USD ($) | Mar. 02, 2021USD ($) | Feb. 24, 2021USD ($)item | Jan. 29, 2021$ / sharesshares |
Sentry Neuromonitoring, LLC | |||||
Subsequent Events | |||||
Purchase price | $ 3,400,000 | ||||
Cash consideration | 1,125,000 | ||||
Common shares liability, at fair value | 2,275,000 | ||||
Assets assumed | $ 2,182,000 | ||||
Subsequent Events | |||||
Subsequent Events | |||||
Options granted (in shares) | shares | 197,000 | 1,625,000 | |||
Options granted, exercise price | $ / shares | $ 1.06 | ||||
Options granted, vesting percentage on the grant date | 20.00% | ||||
Options granted, remaining vesting percentage in every six months until fully vested | 16.670 | ||||
Subsequent Events | Sentry Neuromonitoring, LLC | |||||
Subsequent Events | |||||
Purchase price | $ 3,500,000 | ||||
Cash consideration | 1,200,000 | ||||
Common shares liability, at fair value | 2,300,000 | ||||
Assets assumed | $ 250,000 | ||||
Number of IONM procedures | item | 5,500 | ||||
Percentage of IONM procedures | 50 | ||||
Number of full-time staff | item | 34 | ||||
Number of technologists | item | 24 | ||||
Number of surgeons | item | 50 | ||||
Number of facilities | item | 50 | ||||
Subsequent Events | PPP Loan | |||||
Subsequent Events | |||||
Unsecured PPP loan | $ 1,700,000 | ||||
Coupon rate of units | 1.00% | ||||
Minimum threshold period for commencing principal and interest payments | 10 months |