Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2022 | |
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 $ in Thousands | Sep. 30, 2022 USD ($) |
Current assets | |
Cash | $ 3,798 |
Accounts receivable, net | 20,860 |
Income tax receivable | 157 |
Other current assets | 217 |
Due from MSAs | 6,602 |
Total current assets | 31,634 |
Equity method investments | 474 |
Fixed assets | 35 |
Operating lease right of use asset, net | 725 |
Finance lease right of use asset, net | 469 |
Deferred tax asset, net | 2,536 |
Intangibles, net | 3,311 |
Goodwill | 4,448 |
Total assets | 43,632 |
Current liabilities | |
Accounts payable and accrued liabilities | 2,585 |
Current portion of lease liability | 622 |
Current portion of acquisition liability | 306 |
Other current liabilities | 133 |
Total current liabilities | 3,646 |
Lease liability, net of current portion | 1,102 |
Debt, net of current portion | 12,628 |
Acquisition liability | 255 |
Total liabilities | 17,631 |
Commitments and contingencies (Note 8) | |
SHAREHOLDERS' EQUITY | |
Common stock: $0.001 par value; 180,000,000 shares authorized; 18,512,605 and 12,918,866 shares issued and outstanding, as of September 30, 2022, and December 31, 2021, respectively | 19 |
Additional paid-in capital | 49,044 |
Accumulated deficit | (23,062) |
Total shareholders' equity | 26,001 |
Total liabilities and shareholders' equity | $ 43,632 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 180,000,000 | 180,000,000 | 900,000,000 | 900,000,000 | 900,000,000 |
Common stock, shares issued | 18,512,605 | 12,918,866 | 11,275,788 | ||
Common stock, shares outstanding | 18,512,605 | 12,918,866 | 11,275,788 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | |||||||||||||
Revenue | $ 6,204 | $ 9,659 | $ 8,546 | $ 6,222 | $ 4,765 | $ 5,964 | $ 3,963 | $ (10,736) | $ 4,333 | $ 12,550 | $ 19,533 | $ 29,192 | $ 3,524 |
Cost of revenues, excluding depreciation and amortization | 3,685 | 4,254 | 11,564 | 9,956 | 14,318 | 7,912 | |||||||
Gross margin | 2,519 | 4,292 | 986 | 9,577 | 14,874 | (4,388) | |||||||
Operating expenses | |||||||||||||
General and administrative | 3,340 | 3,180 | 11,177 | 10,275 | 14,805 | 9,592 | |||||||
Sales and marketing | 198 | 247 | 688 | 748 | 1,082 | 1,209 | |||||||
Depreciation and amortization | 243 | 293 | 761 | 965 | 1,114 | 1,014 | |||||||
Total operating expenses | 3,781 | 3,720 | 12,626 | 11,988 | 17,001 | 11,815 | |||||||
(Loss) income from operations | (1,262) | 572 | (11,640) | (2,411) | (2,127) | (16,203) | |||||||
Other income (expenses) | |||||||||||||
Income from equity method investments | 9 | 139 | 18 | 136 | 225 | (1,194) | |||||||
Gain on Paycheck Protection Program loan forgiveness | 1,665 | 1,211 | |||||||||||
Other income (expense), net | (37) | (27) | 29 | (29) | (46) | 89 | |||||||
Accretion expense | (170) | (171) | (511) | (386) | (556) | (782) | |||||||
Interest expense, net | (471) | (264) | (1,317) | (500) | 1,081 | 530 | |||||||
Total other expense | (669) | (323) | (116) | (779) | (1,458) | (1,018) | |||||||
(Loss) income before income taxes | (1,931) | $ (395) | 249 | $ (1,781) | $ (1,658) | $ (114) | $ (1,344) | $ (15,284) | $ (479) | (11,756) | (3,190) | (3,585) | (17,221) |
Income tax benefit (expense) | 498 | (158) | 3,138 | 743 | 829 | 2,185 | |||||||
Net (loss) income | $ (1,433) | $ 91 | $ (8,618) | $ (2,447) | $ (2,756) | $ (15,036) | |||||||
(Loss) income per share | |||||||||||||
Basic | $ (0.09) | $ 0.01 | $ (0.63) | $ (0.21) | $ (0.24) | $ (2.07) | |||||||
Diluted | $ (0.09) | $ 0.01 | $ (0.63) | $ (0.21) | $ (0.24) | $ (2.07) | |||||||
Weighted average number of shares used in per share calculation - basic | 15,220,948 | 11,838,032 | 13,686,686 | 11,528,371 | 11,725,422 | 7,246,625 | |||||||
Weighted average number of shares used in per share calculation - diluted | 15,220,948 | 15,724,103 | 13,686,686 | 11,528,371 | 11,725,422 | 7,246,625 | |||||||
Technical services | |||||||||||||
Revenue | |||||||||||||
Revenue | $ 1,190 | $ 4,421 | $ 2,653 | $ 11,649 | $ 13,527 | $ 1,347 | |||||||
Professional services | |||||||||||||
Revenue | |||||||||||||
Revenue | 4,278 | 2,738 | 7,605 | 3,704 | 12,330 | (3,172) | |||||||
Other. | |||||||||||||
Revenue | |||||||||||||
Revenue | $ 736 | $ 1,387 | $ 2,292 | $ 4,180 | $ 3,335 | $ 5,349 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Accumulated 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] | ||||
Exercise of stock options | 19 | 19 | ||
Exercise of stock options (in shares) | 10,000 | |||
Share issuance, net | $ 3 | 9,612 | 9,615 | |
Share issuance, net (in shares) | 3,296,725 | |||
Stock-based compensation | 548 | 548 | ||
Equity component of debenture issuance | 961 | 961 | ||
Settlement of performance share liability | $ 1 | 13,338 | 13,339 | |
Settlement of performance share liability (in shares) | 1,000,000 | |||
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 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options | 19 | 19 | ||
Exercise of stock options (in shares) | 3,000 | |||
Share issuance, net | $ 1 | 3,105 | 3,106 | |
Share issuance, net (in shares) | 503,148 | |||
Stock-based compensation | 818 | 818 | ||
Convertible debt converted into common shares | 60 | 60 | ||
Convertible debt converted into common shares (in shares) | 13,384 | |||
Equity component of debenture issuance | 1,204 | 1,204 | ||
Settlement of performance share liability | 2,293 | 2,293 | ||
Settlement of performance share liability (in shares) | 43,968 | |||
Other (in shares) | 15 | |||
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 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] | ||||
Exercise of stock options | 19 | 19 | ||
Exercise of stock options (in shares) | 3,000 | |||
Share issuance, net | $ 1 | 5,061 | 5,062 | |
Share issuance, net (in shares) | 1,150,594 | |||
Stock-based compensation | 1,913 | 1,913 | ||
Convertible debt converted into common shares | 60 | 60 | ||
Convertible debt converted into common shares (in shares) | 13,384 | |||
Equity component of debenture issuance | 1,203 | 1,203 | ||
Settlement of performance share liability | 2,293 | 2,293 | ||
Settlement of performance share liability (in shares) | 43,968 | |||
Other (in shares) | 15 | |||
Net income (loss) | (2,756) | (2,756) | ||
Ending Balance at Dec. 31, 2021 | $ 13 | 43,387 | (14,444) | 28,956 |
Ending Balance (in shares) at Dec. 31, 2021 | 12,918,866 | |||
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 | |||
Stock-based compensation | 210 | 210 | ||
Convertible debt converted into common shares | 20 | 20 | ||
Convertible debt converted into common shares (in shares) | 2,858 | |||
Other (in shares) | 15 | |||
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 | |||
Beginning Balances at Dec. 31, 2021 | $ 13 | 43,387 | (14,444) | 28,956 |
Beginning Balances (in shares) at Dec. 31, 2021 | 12,918,866 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options | 4 | 4 | ||
Exercise of stock options (in shares) | 800 | |||
Share issuance, net | $ 6 | 5,189 | 5,195 | |
Share issuance, net (in shares) | 5,576,087 | |||
Stock-based compensation | 464 | 464 | ||
Stock-based compensation (in shares) | 16,852 | |||
Net income (loss) | (8,618) | (8,618) | ||
Ending Balance at Sep. 30, 2022 | $ 19 | 49,044 | (23,062) | 26,001 |
Ending Balance (in shares) at Sep. 30, 2022 | 18,512,605 | |||
Beginning Balances at Jun. 30, 2022 | $ 13 | 43,963 | (21,629) | 22,347 |
Beginning Balances (in shares) at Jun. 30, 2022 | 12,919,666 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share issuance, net | $ 6 | 5,189 | 5,195 | |
Share issuance, net (in shares) | 5,576,087 | |||
Stock-based compensation | (108) | (108) | ||
Stock-based compensation (in shares) | 16,852 | |||
Net income (loss) | (1,433) | (1,433) | ||
Ending Balance at Sep. 30, 2022 | $ 19 | $ 49,044 | $ (23,062) | $ 26,001 |
Ending Balance (in shares) at Sep. 30, 2022 | 18,512,605 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||||
Net loss | $ (8,618) | $ (2,447) | $ (2,756) | $ (15,036) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Income from equity method investments | (18) | (136) | (225) | 1,194 |
Stock-based compensation | 464 | 818 | 1,913 | 548 |
Depreciation and amortization | 408 | 599 | 1,114 | 1,014 |
Amortization of debt issuance costs | 120 | 53 | 93 | |
Provision for stock option fair value | (25) | 24 | 9 | (50) |
Gain on Paycheck Protection Program loan | (1,665) | (1,211) | ||
Accretion expense | 511 | 386 | 556 | 782 |
Change in operating assets and liabilities | ||||
Accounts receivable, net | 6,950 | (5,723) | (10,845) | 15,898 |
Prepaid expenses | (66) | 177 | 133 | (116) |
Right of use assets | 585 | 291 | 48 | (301) |
Accounts payable and accrued liabilities | 391 | (1,045) | (920) | (1,494) |
Due from MSAs | (716) | (1,121) | (1,071) | (2,573) |
Lease liability | (540) | (399) | (500) | 192 |
Income taxes | (3,158) | (743) | (846) | (388) |
Other assets and liabilities | 117 | (86) | (76) | 66 |
Net cash used in operating activities | (5,260) | (9,352) | (13,373) | (3,184) |
Cash flows from investing activities | ||||
Purchase of fixed assets | (26) | (319) | ||
Net cash paid for acquisitions | (204) | (204) | (307) | (7,736) |
Distributions received from equity method investments | 69 | 312 | 312 | 558 |
Net cash provided by (used in) investing activities | (161) | 108 | 1 | (7,497) |
Cash flows from financing activities | ||||
Proceeds from exercise of stock options | 4 | 19 | 19 | 19 |
Proceeds from share issuance, net | 5,195 | 832 | 5,062 | 9,611 |
Proceeds from Paycheck Protection Program loan | 1,665 | 1,665 | 1,211 | |
Proceeds from debenture | 7,360 | 10,360 | ||
Repayment of short-term debt | (4,100) | (4,100) | ||
Net cash provided by financing activities | 5,199 | 5,776 | 13,006 | 15,008 |
Decrease in cash | (222) | (3,468) | (366) | 4,327 |
Cash at beginning of period | 4,020 | 4,386 | 4,386 | 59 |
Cash at end of period | 3,798 | 918 | 4,020 | 4,386 |
Supplemental cash flow information | ||||
Interest paid | 1,093 | 301 | 973 | $ 498 |
Supplemental non-cash flow information | ||||
Purchase of equipment with finance leases | $ 79 | $ 431 | $ 431 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
NATURE OF OPERATIONS | ||
NATURE OF OPERATIONS | 1. Assure Holdings Corp. (the “Company” or “Assure”), through its two wholly owned subsidiaries, Assure Neuromonitoring, LLC (“Assure Neuromonitoring”) and Assure Networks, LLC (“Assure Networks”), provides technical and professional intraoperative neuromonitoring (“IONM”) surgical support services for neurosurgery, spine, cardiovascular, orthopedic, ear, nose, and throat, and other surgical procedures that place the nervous system at risk. interoperative neurophysiologists (“INP”) electroencephalographic ( electromyography (“ Assure Networks performs similar support services as Assure Neuromonitoring except that these services are provided by employed or third party contracted neurologists or certified readers. The support service provided by the neurologist occurs at an offsite location at the same time and for the same surgery as the support services provided by the interoperative neurophysiologist. 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 The Company’s commitment to the health, well-being and peace of mind of our employees and the people we serve remains our focus as the pandemic environment evolves. We continue to leverage our resources, expertise, data, and actionable intelligence to assist customers, clients and care providers throughout this time. The situation surrounding COVID-19 remains fluid with continued uncertainty and a wide range of potential outcomes. We continue to actively manage our response and assess impacts to our financial position and operating results, as well as mitigate adverse developments in our business. 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 filed on March 14, 2022. | 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 accreditation 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 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 . |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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, 2022, as compared to the significant accounting policies disclosed in the 10-K for the year ended December 31, 2021 as filed on March 14, 2022. Common Stock Reverse Split During September 2021, the Company effectuated a five Reclassifications Certain amounts for the three and nine months ended September 30, 2021 have been reclassified to conform to the 2022 presentation. | 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. Common Stock Reverse 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 11 for additional discussion. Reclassifications Certain amounts for the year ended December 31, 2020 have been reclassified to conform to the 2021 presentation, |
REVENUE
REVENUE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
REVENUE | ||
REVENUE | 3. REVENUE The Company disaggregates revenue from contracts with customers by revenue stream as this depicts the nature, amount, timing and uncertainty of its revenue and cash flows as affected by economic factors. Commercial insurance consists of neuromonitoring cases whereby a patient has healthcare insurance. Facility billing consists of neuromonitoring cases whereby the company has an agreement with the facility for services. In these cases, the hospital’s patient may be uninsured or have government insurance. The Company’s revenue disaggregated by payor is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Commercial insurance $ 4,283 $ 6,164 $ 6,801 $ 12,507 Facility billing 1,185 995 3,457 2,846 Managed service agreements 400 965 1,247 3,024 Other 336 422 1,045 1,156 Total $ 6,204 $ 8,546 $ 12,550 $ 19,533 Accounts Receivable A summary of the accounts receivable, net, by revenue stream is as follows (in thousands): September 30, December 31, 2022 2021 Technical service $ 9,539 $ 18,904 Professional service 10,971 8,209 Other 350 697 Total accounts receivable, net $ 20,860 $ 27,810 The concentration of accounts receivable, net, by payor as a percentage of total accounts receivable is as follows: As of September 30, As of December 31, 2022 2021 Commercial insurance 91 % 91 % Facility billing 6 % 2 % Other 3 % 7 % Total 100 % 100 % | 4. REVENUE The Company disaggregates revenue from contracts with customers by revenue stream as this depicts the nature, amount, timing and uncertainty of its revenue and cash flows as affected by economic factors. Commercial insurance consists of all Neuromonitoring cases whereby a patient has healthcare insurance. Facility billing consists of services related to uninsured or government patients whereby the Company has an agreement with the facility for services for the patient and other contracted agreements with facilities. The Company’s revenue disaggregated by payor is as follows (stated in thousands): Year Ended December 31, 2021 2020 Commercial insurance $ 20,792 $ (3,830) Facility billing 3,879 1,942 Managed service agreements 3,044 4,209 Other 1,477 1,203 Total $ 29,192 $ 3,524 Quarterly Period Collection Experience for 2020 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 Accounts Receivable A summary of the accounts receivable by revenue stream is as follows (stated in thousands): December 31, 2021 2020 Accounts receivable, net: Technical service $ 18,904 $ 12,436 Professional service 8,209 2,142 Other 697 387 Total accounts receivable, net $ 27,810 $ 14,965 The concentration of accounts receivable by payor as a percentage of total accounts receivable is as follows: December 31, 2021 2020 Accounts receivable Commercial insurance 91 % 91 % Facility billing 2 % 1 % Managed service agreements 3 % 8 % Other 4 % — % Total 100 % 100 % |
LEASES
LEASES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
LEASES | ||
LEASES | 4. 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 an operating lease which expires October 31, 2025. The incremental borrowing rate for this lease was 10%. Finance leases The Company leases medical equipment under various financing leases with stated interest rates ranging from 5.2% — 13.4% 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, 2022 and December 31, 2021 (in thousands): September 30, December 31, 2022 2021 Operating $ 725 $ 956 Finance 469 743 Total $ 1,194 $ 1,699 Finance lease assets are reported net of accumulated amortization of $2.3 million and $2.0 million as of September 30, 2022 and December 31, 2021, respectively. The following are the components of lease cost for operating and finance leases (in thousands): Nine Months Ended September 30, 2022 2021 Lease cost: Operating leases: Amortization of ROU assets $ 231 $ 227 Interest on lease liabilities 68 — Total operating lease cost 299 227 Finance leases: Amortization of ROU assets 353 372 Interest on lease liabilities 64 69 Total finance lease cost 417 441 Total lease cost $ 716 $ 668 The following are the weighted average lease terms and discount rates for operating and finance leases: As of As of September 30, 2022 September 30, 2021 Weighted average remaining lease term (years): Operating leases 3.0 — Finance leases 2.6 3.1 Weighted average discount rate (%): Operating leases 10.0 — Finance leases 7.8 8.1 The Company acquired ROU assets in exchange for lease liabilities of $79 thousand upon commencement of finance leases during the nine months ended September 30, 2022. Future minimum lease payments and related lease liabilities as of September 30, 2022 were as follows (in thousands): Total Operating Finance Lease Leases Leases Liabilities Remainder of 2022 $ 84 $ 165 $ 249 2023 303 360 663 2024 328 268 596 2025 279 152 431 2026 — 23 23 Total lease payments 994 968 1,962 Less: imputed interest (145) (93) (238) Present value of lease liabilities 849 875 1,724 Less: current portion of lease liabilities 231 391 622 Noncurrent lease liabilities $ 618 $ 484 $ 1,102 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 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 leased corporate office facilities under two operating sub-leases which expired June 30, 2021. The Company continued the lease under a month-to-month lease arrangement through November 2021. During November 2021, the Company entered into a new lease for corporate office facilities commencing December 1, 2021 which expires on October 31, 2025. The incremental borrowing rate for this lease was 10%. Finance leases The Company leases medical equipment under financing leases with stated interest rates ranging from 6.5% — 13.4% per annum which expire at various dates through 2026. The consolidated balance sheets include the following amounts for ROU assets as of December 31, 2021 and 2020 (stated in thousands): December 31, 2021 2020 Operating $ 956 $ 124 Finance 743 608 Total $ 1,699 $ 732 Finance lease assets are reported net of accumulated amortization of $2.0 million and $1.3 million as of December 31, 2021 and 2020, respectively. The following are the components of lease cost for operating and finance leases (stated in thousands): Year Ended December 31, 2021 2020 Lease cost: Operating leases: Amortization of ROU assets $ 124 $ 212 Interest on lease liabilities — 15 Total operating lease cost 124 227 Finance leases: Amortization of ROU assets 381 371 Interest on lease liabilities 67 64 Total finance lease cost 448 435 Total lease cost $ 572 $ 662 As stated above, the operating lease terminated June 2021. The Company incurred rent expense of The following are the weighted average lease terms and discount rates for operating and finance leases: As of As of December 31, 2021 December 31, 2020 Weighted average remaining lease term (years): Operating leases 3.8 0.5 Finance leases 2.9 3.3 Weighted average discount rate: Operating leases 10.0 6.9 Finance leases 8.0 7.9 The Company obtained ROU assets in exchange for lease liabilities of $1.4 million and $513 thousand upon commencement of finance leases during the year ended December 31, 2021 and 2020, respectively. Future minimum lease payments and related lease liabilities as of December 31, 2021 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2022 $ 295 $ 623 $ 918 2023 303 306 609 2024 328 239 567 2025 278 148 426 2026 — 23 23 Thereafter — — — Total lease payments 1,204 1,339 2,543 Less: imputed interest (212) (147) (359) Present value of lease liabilities 992 1,192 2,184 Less: current portion of lease liabilities 153 549 702 Noncurrent lease liabilities $ 839 $ 643 $ 1,482 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. |
DEBT
DEBT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
DEBT | ||
DEBT | 5. DEBT The Company’s debt obligations are summarized as follows: September 30, December 31, 2022 2021 Paycheck Protection Program loan $ — $ 1,687 Face value of convertible debenture 3,450 3,450 Less: principal converted to common shares (60) (60) Less: deemed fair value ascribed to conversion feature and warrants (1,523) (1,523) Plus: accretion of implied interest 990 705 Total convertible debt 2,857 2,572 Face value of Centurion debenture 11,000 11,000 Less: deemed fair value ascribed to warrants (1,204) (1,204) Plus: accretion of implied interest 402 176 Less: net debt issuance costs (427) (547) Total Centurion debt 9,771 9,425 Total debt 12,628 13,684 Less: current portion of debt — (515) Long-term debt $ 12,628 $ 13,169 During the nine months ended September 30, 2022, the Company recognized a gain of $1.7 million related to the January 2022 forgiveness of the balance of the Paycheck Protection Program loan. The following table depicts accretion expense and interest expense (excluding debt issuance cost amortization) related to the Company’s debt obligations for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Accretion expense Convertible debenture $ 95 $ 95 $ 285 $ 285 Centurion debenture 75 76 226 101 $ 170 $ 171 $ 511 $ 386 Interest paid Convertible debenture $ — $ — $ 221 $ 220 Centurion debenture 324 190 872 236 $ 324 $ 190 $ 1,093 $ 456 As of September 30, 2022, future minimum principal payments are summarized as follows (in thousands): Convertible Debt Debenture Remainder of 2022 $ — $ — 2023 965 — 2024 2,425 — 2025 — 11,000 Total 3,390 11,000 Less: fair value ascribed to conversion feature and warrants (1,523) (1,204) Plus: accretion and implied interest 990 402 Less: net debt issuance costs — (427) $ 2,857 $ 9,771 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, with an original maturity date of February 25, 2026 (the “PPP Loan”). The PPP Loan carried 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 was 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. 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 24-week period following the loan origination date and the proceeds of the PPP Loan were 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 submitted its application for forgiveness of the PPP Loan during the fourth quarter of 2021 and in January 2022, the Company received forgiveness of the $1.7 million PPP Loan resulting in no balance due. Convertible Debt From November 2019 through May 2020, the Company closed multiple non-brokered private placements of convertible debenture units (“CD Unit”) for gross proceeds of $3.5 million. Each CD Unit was offered at a price of $1. Each CD Unit included, among other things, one common share purchase warrant that allows the holder to purchase shares of the Company’s common stock at prices ranging from $5.00 to $9.50 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 prices ranging from $3.35 to $7.00 per share for a period of four years. The CD Units carry a 9% coupon rate. The fair value of the convertible debt was determined to be $1.7 million, the conversion feature $1.2 million and the warrants $600 thousand. The difference between the fair value of the debt of $1.7 million and the face value of convertible debt of $3.5 million will be accreted over the four-year life of the CD Units. Centurion Debt In June 2021, Assure issued a debenture to Centurion (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”). Additionally, the Company issued 275,000 warrants with an exercise price of $7.55 which expire on June 14, 2025. During November 2021, the Company and Centurion entered into an amendment to allow the Senior Short Term Acquisition Line to be utilized for organic growth and general working capital purposes. Under the terms and conditions of the debt arrangement, Centurion temporarily modified their debt covenant calculations to allow bad debt expense to be excluded for the first and second quarter of 2022. The Company’s was in compliance with the debt covenants as of September 30, 2022. The Credit Facility matures in June 2025 and bears interest at the rate of the greater of 9.50% or the Royal Bank of Canada Prime Rate plus 7.05% per annum. The fair value of the Debenture was determined to be $6.8 million and the warrants $1.2 million. The difference between the fair value of the debt of $6.8 million and the face value of the Debenture of $8.0 million will be accreted over the four-year term of the Debenture. | 10. DEBT As of December 31, 2021 and 2020, the Company’s debt obligations are summarized as follows (stated in thousands): December 31, December 31, 2021 2020 Central Bank line of credit $ — $ 1,978 Central Bank promissory note — 2,122 Paycheck Protection Program loan 1,687 — Total 1,687 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 705 324 Total convertible debt 2,572 2,251 Face value of Centurion debenture 11,000 — Less: deemed fair value ascribed to warrants (1,204) — Plus: accretion of implied interest 176 — Less: net debt issuance costs (547) — Total Centurion debt 9,425 — Total debt 13,684 6,351 Less: current portion of debt (515) (4,100) Long-term debt $ 13,169 $ 2,251 As of December 31, 2021, future minimum principal payments are summarized as follows (stated in thousands): PPP Convertible Bank Loan Debt Indebtedness 2022 $ 515 $ — $ — 2023 372 965 — 2024 372 2,425 — 2025 372 — 11,000 2026 56 — — Thereafter — — — Total 1,687 3,390 11,000 Less: fair value ascribed to conversion feature and warrants — (1,523) (1,204) Plus: accretion and implied interest — 705 176 Less: net debt issuance costs — — (547) $ 1,687 $ 2,572 $ 9,425 Central 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 had 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 had not demanded repayment of amounts advanced under the Loan Facility. As a result of this notice of default, the Company classified the entire outstanding balance of the Loan Facility as a current liability as of December 31, 2020. The Loan Facility was repaid during the year ended December 31, 2021, in connection with the issuance of the Debenture (discussed below). As a result of the repayment, all agreements with Central Bank were terminated. For the year ended December 31, 2021 and 2020, interest expense of $99 thousand and $138 thousand, respectively, was incurred related to bank indebtedness. 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 i submitted its application for forgiveness of the PPP promissory note during the fourth quarter of 2021. During January 2022, the Company received forgiveness of the $1.7 million PPP promissory note. 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 68,901 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, 72 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $9.50 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 $7.00 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-year life of the CD Units. The finders’ received $67 thousand and 9,650 warrants to purchase shares of the Company’s common stock at a price of $9.50 per share for three years. 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, 72 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $9.50 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 $7.00 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 11,260 warrants to purchase shares of the Company’s common stock at a price of $9.50 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 life of the CD Units. The fair value of the third tranche of debt was determined to be $483 thousand, the conversion feature $291 thousand and the warrants $112 thousand. The difference between the fair value of the debt of $483 thousand and the face value of debt of $886 thousand will be accreted as interest expense over the four-year life of the CD Units. The fair value of the fourth tranche of debt was determined to be $159 thousand, the conversion feature $96 thousand and the warrants $45 thousand. The difference between the fair value of the debt of $159 thousand and the face value of debt of $300 thousand will be accreted as interest expense over the four-year life of the CD Units. The value of the conversion feature and the warrants is recorded to additional paid-in capital as the equity component of convertible debt issuance. 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, 200 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $5.00 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 $3.35 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 6,895 warrants to purchase shares of the Company’s common stock at a price of $3.35 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 life of the CD Units. The value of the conversion feature and the warrants is recorded to additional paid-in capital as the equity component of convertible debt issuance. For the year ended December 31, 2021 and 2020, interest expense of $474 thousand and $286 thousand, respectively, was incurred related to Convertible Debt. 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. During November 2021, the Company and Centurion entered into an amended to allow the Senior Short Term Acquisition Line to be utilized for organic growth and general working capital purposes. 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. For the year ended December 31, 2021, interest expense of $456 thousand was incurred related to the Debenture. 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 $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. |
SHARE CAPITAL
SHARE CAPITAL | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
SHARE CAPITAL | ||
SHARE CAPITAL | 6. SHARE CAPITAL Common stock Common stock: 180,000,000 authorized; $0.001 par value. As of September 30, 2022, and December 31, 2021, there were 18,512,605 and 12,918,866 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. 2022 Equity Financing In August 2022, the Company completed an underwritten public offering with gross proceeds to the Company of approximately $6.2 million, before deducting underwriting discounts and other estimated expenses payable by the Company. Under the offering 5,576,087 common shares were issued at a price to the public of $1.12 per share. The Company is utilizing the net proceeds from this offering for general corporate purposes, including, but not limited to, repayment of indebtedness and increasing working capital expenditures. In addition, the Company granted the underwriter a 45-day Stock options In November 2021, the Company adopted and approved the 2021 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan. The intent of the Company and the Board is that while the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan will continue in existence in relation to the options and awards previously granted, the Board will not grant future options or awards thereunder. Instead, only the 2021 Stock Incentive Plan will be used for the grant of options and awards to eligible participants. As of September 30, 2022, an aggregate of 1,870,000 shares of common stock were available for issuance under the 2021 Stock Option Plan. As of September 30, 2022, no transactions have occurred under the 2021 Employee Stock Purchase Plan. 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, 2021 1,204,233 $ 5.56 3.6 Options granted 130,000 $ 5.16 Options exercised (800) $ 5.04 Options canceled / expired (103,633) $ 5.45 Balance at September 30, 2022 1,229,800 $ 4.98 3.0 $ 78 Vested and exercisable at September 30, 2022 882,542 $ 5.14 2.3 $ 78 The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at September 30, 2022: 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 2.9 $ 0.25 200,000 $ 0.25 12,000 0.1 $ 14.00 12,000 $ 14.00 15,000 5.3 $ 9.00 15,000 $ 9.00 85,000 1.0 $ 9.00 85,000 $ 9.00 145,800 1.3 $ 7.80 145,800 $ 7.80 73,900 2.0 $ 6.40 64,047 $ 6.40 83,000 3.2 $ 4.85 49,800 $ 4.85 278,100 3.3 $ 5.30 166,860 $ 5.30 30,000 3.5 $ 5.60 14,000 $ 5.60 177,000 4.0 $ 7.65 86,702 $ 7.65 130,000 4.4 $ 5.16 43,333 $ 5.16 1,229,800 3.0 $ 4.98 882,542 $ 5.14 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 is 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, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Expected life (in years) 5.0 5.0 Risk-free interest rate 1.7 % 0.4 % Dividend yield — % — % Expected volatility 132 % 91 % Stock-based compensation (benefit) expense for the three months ended September 30, 2022 and 2021 was $(108) thousand and $210 thousand, respectively. The stock-based compensation benefit for the three months ended September 30, 2022 was related to the reversal of expense due to stock option forfeitures and cancellations. Stock-based compensation expense for the nine months ended September 30, 2022 and 2021 was $464 thousand and $818 thousand, respectively. As of September 30, 2022, there was approximately $1.0 million of total unrecognized compensation cost related to 347,258 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 3.2 years. Derivative Liability Stock options granted to consultants that have an exercise price that 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 after the initial recognition is recorded as a component of other income, net in the consolidated statements of operations. These stock options expired, unexercised during October 2022. There were no stock options granted to consultants during the nine months ended September 30, 2022 and 2021 that required recurring fair value adjustments. Changes in the Company’s stock option liability for the nine months ended September 30, 2022, was as follows (stated in thousands): Balance at December 31, 2021 $ 25 Gain on revaluation 25 Balance at September 30, 2022 $ — The assumptions used for the Black-Scholes Option Pricing Model to revalue the stock options granted to consultants as of September 30, 2022 and December 31, 2021 were as follows: As of September 30, As of December 31, 2022 2021 Risk free rate of return 2.8 % 0.4 % Expected life 0.1 years 1.8 years Expected volatility 99 % 186 % Expected dividend per share nil nil Warrants As of September 30, 2022, and December 31, 2021, there were 3,940,006 warrants outstanding. The following table summarizes warrants issued by transaction type: Number of Warrants outstanding Convertible debt, warrants issued (Note 5) 380,874 Debenture, warrants issued (Note 5) 275,000 July 2020 private placement, warrants issued (1) 12,592 December 2020 equity financing warrants issued (1) 3,271,540 Total warrant outstanding 3,940,006 (1) For a complete discussion of the warrants issued during July and December 2020, see Note 11 to the consolidated financial statement for the year ended December 31, 2021 as filed on Form 10-K on March 14, 2022. | 11. SHAREHOLDERS’ EQUITY Common Shares The Company has 180,000,000 common shares authorized at $0.001 par value. As of December 31, 2021 and 2020, there were 12,918,866 and 11,275,788, respectively, common shares 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-K. 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 issuances 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 $4.05 and consisted of one Common Share and one During September 30, 2020, the Company issued 10,000 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 3,271,541 units of the Company at an issue price of $3.20 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 $3.90 per share for a period of five years from the date of issuance. Accordingly, the Company issued 3,271,541 shares of common stock and 3,271,541 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 95,291 shares of stock. In June 2021, 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. On November 15, 2021, the Company announced that it closed a brokered private placement of 909,262 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 participated in a subsequent offering to settle approximately $435 thousand of compensation at a market price of $6.19 per share. Convertible debt During the year ended December 31, 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 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”). On December 10, 2020, the Company’s shareholders approved the adoption of a new fixed equity incentive plan (the “ During November 2021, the Company has adopted and approved the 2021 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan. The intent of the Company and the Board is that while the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan will continue in existence in relation to the options and awards previously granted thereunder, the Board will not grant future options or awards thereunder. Instead, moving forward, only the 2021 Stock Incentive Plan will be used for the grant of options and awards to eligible participants thereunder. As of December 31, 2021, an aggregate of 2,000,000 shares of common stock were available for issuance under the 2021 Stock Option Plan. The Company has not granted any stock options under the 2021 Stock Option Plan as of December 31, 2021. As of December 31, 2021, no transactions have occurred under the 2021 Employee Stock Purchase Plan. 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, 2019 637,200 $ 5.60 4.62 Options granted 173,000 $ 4.75 Options exercised (10,000) $ 2.50 Options canceled / expired (51,600) $ 8.00 Balance at December 31, 2020 748,600 $ 5.25 4.0 Options granted 545,000 $ 6.17 Options exercised (3,000) $ 6.40 Options canceled / expired (86,367) $ 5.99 Balance at December 31, 2021 1,204,233 $ 5.56 3.6 $ 1,148 Vested and exercisable at December 31, 2021 729,687 $ 5.23 3.3 $ 1,081 The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at December 31, 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 3.7 $ 0.25 200,000 $ 0.25 12,000 0.8 $ 14.00 12,000 $ 14.00 15,000 6.1 $ 9.00 15,000 $ 9.00 85,000 1.8 $ 9.00 85,000 $ 9.00 146,800 2.0 $ 7.80 127,227 $ 7.80 81,100 2.8 $ 6.40 59,473 $ 6.40 40,000 3.7 $ 4.50 18,667 $ 4.50 93,000 4.0 $ 4.85 43,400 $ 4.85 307,000 4.1 $ 5.30 102,333 $ 5.30 30,000 4.3 $ 5.60 10,000 $ 5.60 194,333 4.8 $ 7.65 56,587 $ 7.65 1,204,233 3.6 $ 5.56 729,687 $ 5.23 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, 2021 and 2020: Year Ended December 31, 2021 2020 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 - 0.9 % 0.4 - 2.5 % Dividend yield — % — % Expected volatility 91 - 137 % 91 - 107 % Stock-based compensation expense recognized in our consolidated financial statements for the years ended December 31, 2021 and 2020 was $1.4 million and $548 thousand, respectively. As of December 31, 2021, there was approximately $1.4 million of total unrecognized compensation cost related to 474,546 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 3.8 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, 2021 and 2020 were as follows (stated in thousands): Balance at December 31, 2019 $ 66 Gain on revaluation (50) Balance at December 31, 2020 $ 16 Gain on revaluation (9) Balance at December 31, 2021 $ 25 The assumptions used for the Black-Scholes Option Pricing Model to revalue the stock options granted to consultants as of December 31, 2021 and 2020 were as follows: As of December 31, 2021 2020 Risk free rate of return 0.4 % 0.1 % Expected life 0.8 years 1.8 years Expected volatility 186 % 100 % Expected dividend per share nil nil There were no stock options granted to consultants during the years ended December 31, 2021 or 2020 that required recurring fair value adjustments. Warrants The following table details warrant activity for the years ended December 31, 2021 and 2020: Number of Warrants outstanding Balance at December 31, 2019 78,551 Convertible debt, warrants issued 302,322 Equity financing, warrants issued 3,284,133 Balance at December 31, 2020 3,665,006 Debenture, warrants issued (Note 4) 275,000 Balance at December 31, 2021 3,940,006 2020 Warrants As part of the 2020 convertible debt issuances (Note 10), the Company has issued 284,167 warrants to the convertible debt holders and 18,155 finders’ fee warrants. In conjunction with the June Offering, the Company issued 12,592 warrants. In conjunction with the December Financing, the Company issued 3,271,541 warrants. 2021 Warrants As part of the 2021 debenture issuance (Note 10), the Company issued 275,000 to the debenture holder. The assumptions used for the Black-Scholes Option Pricing model to value the 2021 and 2020 warrants were as follows: Year Ended Year Ended December 31, 2021 December 31, 2020 Risk free rate of return 0.56 % 0.39 % Expected life 4.0 years 5.0 years Expected volatility 90 % 90 % Expected dividend per share nil nil Exercise price $ 1.51 $ 0.78 Stock price $ 1.50 $ 0.96 |
(LOSS) INCOME PER SHARE
(LOSS) INCOME PER SHARE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
(LOSS) INCOME PER SHARE | ||
(LOSS) INCOME PER SHARE | 7. (LOSS) INCOME PER SHARE The following table sets forth the computation of basic and fully diluted (loss) income per share for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net (loss) income $ (1,433) $ 91 $ (8,618) $ (2,447) Basic weighted average common stock outstanding 15,220,948 11,838,032 13,686,686 11,528,371 Basic loss per share $ (0.09) $ 0.01 $ (0.63) $ (0.21) Net (loss) income $ (1,433) $ 91 $ (8,618) $ (2,447) Basic weighted average common shares outstanding 15,220,948 11,838,032 13,686,686 11,528,371 Dilutive effect of stock options and warrants — 3,886,071 — — Dilutive weighted average common stock outstanding 15,220,948 15,724,103 13,686,686 11,528,371 Diluted loss per share $ (0.09) $ 0.01 $ (0.63) $ (0.21) 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 882,582 and 227,893 shares of common stock and warrants to purchase 3,940,006 and 462,068 shares of common stock were outstanding at September 30, 2022 and 2021 that were not included in the computation of diluted weighted average common stock outstanding because their effect would have been anti-dilutive. | 12. LOSS PER SHARE The following table sets forth the computation of basic and fully diluted loss per common share for the years ended December 31, 2021 and 2020 (stated in thousands, except per share amounts): Year Ended December 31, 2021 2020 Net loss $ (2,756) $ (15,036) Basic weighted average common stock outstanding 11,725,422 7,246,625 Basic loss per share $ (0.24) $ (2.07) Net loss $ (2,756) $ (15,036) Dilutive weighted average common stock outstanding 11,725,422 7,246,625 Diluted loss per share $ (0.24) $ (2.07) Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net 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 1,204,233 and 748,600 common shares and warrants to purchase 3,940,006 and 3,665,006 common shares were outstanding at December 31, 2021 and 2020, respectively, that were not included in the computation of diluted weighted average common shares outstanding because their effect would have been anti-dilutive. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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. In April 2022, the U.S. Department of Justice (“DOJ)” issued Civil Investigative Demands which seek information with respect to a civil investigation under the Anti-kickback Statute and the False Claims Act. We voluntarily contacted the DOJ offering to provide any materials needed in the investigation and to answer any questions. While our policy during the relevant time was to not seek payments from federal health care programs, the third-party billing company we used at that time submitted some claims to Medicare Advantage plans administered by commercial insurance companies. We have worked diligently to ensure that payments from Medicare Advantage plans have been returned to the commercial insurance companies and we believe we have returned substantially all such payments that we have discovered to date, totaling approximately $450 thousand. The DOJ has not made any allegations in the investigation, and we are currently unable to predict the eventual scope, ultimate timing, or outcome of this investigation. As a result, we are unable to estimate the amount or range of any potential loss, if any, arising from this investigation. | 17. 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 in the issuance of 1,000,000 shares of common stock governed by the vesting provisions of restricted stock award agreements, which 1,000,000 shares vested upon the Company’s listing on the Nasdaq Capital Market on September 29, 2021. During the first half of 2021, the Company settled the remaining 200,000 performance shares. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS. | ||
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENT On October 11, 2022, Assure Holdings Corp. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Notice”). The Notice has no immediate effect on the continued listing status of the Company's Common Stock on The Nasdaq Capital Market, and, therefore, the Company's listing remains fully effective. The Company is provided a compliance period of 180 calendar days from the date of the Notice, or until April 10, 2023, to regain compliance with the minimum closing bid requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). If at any time before April 10, 2023, the closing bid price of the Company’s Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(G) to 20 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be resolved. If the Company does not regain compliance during the compliance period ending April 10, 2023, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, provided the Company meets the continued listing requirement for market value of publicly-held shares and all other initial listing standards for The Nasdaq Capital Market, other than the minimum closing bid price requirement, and notifies Nasdaq of its intent to cure the deficiency. The Company will continue to monitor the closing bid price of its Common Stock and seek to regain compliance with all applicable Nasdaq requirements within the allotted compliance periods. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company's Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the minimum bid price requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance or maintain compliance with the other Nasdaq listing requirements. | 19. SUBSEQUENT EVENTS As of February 7, 2022, the Company voluntarily delisted from the TSX-V. During January 2022, the Company received notice that its Paycheck Protection Plan loan in the amount of $1.7 million was forgiven. |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
REVENUE | ||
Schedule of revenue disaggregated by payor | The Company’s revenue disaggregated by payor is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Commercial insurance $ 4,283 $ 6,164 $ 6,801 $ 12,507 Facility billing 1,185 995 3,457 2,846 Managed service agreements 400 965 1,247 3,024 Other 336 422 1,045 1,156 Total $ 6,204 $ 8,546 $ 12,550 $ 19,533 | The Company’s revenue disaggregated by payor is as follows (stated in thousands): Year Ended December 31, 2021 2020 Commercial insurance $ 20,792 $ (3,830) Facility billing 3,879 1,942 Managed service agreements 3,044 4,209 Other 1,477 1,203 Total $ 29,192 $ 3,524 |
Summary of accounts receivable activity | A summary of the accounts receivable, net, by revenue stream is as follows (in thousands): September 30, December 31, 2022 2021 Technical service $ 9,539 $ 18,904 Professional service 10,971 8,209 Other 350 697 Total accounts receivable, net $ 20,860 $ 27,810 | A summary of the accounts receivable by revenue stream is as follows (stated in thousands): December 31, 2021 2020 Accounts receivable, net: Technical service $ 18,904 $ 12,436 Professional service 8,209 2,142 Other 697 387 Total accounts receivable, net $ 27,810 $ 14,965 |
Schedule of concentration of accounts receivable by revenue stream as a percentage of total accounts receivable | As of September 30, As of December 31, 2022 2021 Commercial insurance 91 % 91 % Facility billing 6 % 2 % Other 3 % 7 % Total 100 % 100 % | December 31, 2021 2020 Accounts receivable Commercial insurance 91 % 91 % Facility billing 2 % 1 % Managed service agreements 3 % 8 % Other 4 % — % Total 100 % 100 % |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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, 2022 and December 31, 2021 (in thousands): September 30, December 31, 2022 2021 Operating $ 725 $ 956 Finance 469 743 Total $ 1,194 $ 1,699 | The consolidated balance sheets include the following amounts for ROU assets as of December 31, 2021 and 2020 (stated in thousands): December 31, 2021 2020 Operating $ 956 $ 124 Finance 743 608 Total $ 1,699 $ 732 |
Schedule of components of lease cost | The following are the components of lease cost for operating and finance leases (in thousands): Nine Months Ended September 30, 2022 2021 Lease cost: Operating leases: Amortization of ROU assets $ 231 $ 227 Interest on lease liabilities 68 — Total operating lease cost 299 227 Finance leases: Amortization of ROU assets 353 372 Interest on lease liabilities 64 69 Total finance lease cost 417 441 Total lease cost $ 716 $ 668 | The following are the components of lease cost for operating and finance leases (stated in thousands): Year Ended December 31, 2021 2020 Lease cost: Operating leases: Amortization of ROU assets $ 124 $ 212 Interest on lease liabilities — 15 Total operating lease cost 124 227 Finance leases: Amortization of ROU assets 381 371 Interest on lease liabilities 67 64 Total finance lease cost 448 435 Total lease cost $ 572 $ 662 |
Schedule of weighted average lease terms and discount rates for operating and finance leases | As of As of September 30, 2022 September 30, 2021 Weighted average remaining lease term (years): Operating leases 3.0 — Finance leases 2.6 3.1 Weighted average discount rate (%): Operating leases 10.0 — Finance leases 7.8 8.1 | As of As of December 31, 2021 December 31, 2020 Weighted average remaining lease term (years): Operating leases 3.8 0.5 Finance leases 2.9 3.3 Weighted average discount rate: Operating leases 10.0 6.9 Finance leases 8.0 7.9 |
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, 2022 were as follows (in thousands): Total Operating Finance Lease Leases Leases Liabilities Remainder of 2022 $ 84 $ 165 $ 249 2023 303 360 663 2024 328 268 596 2025 279 152 431 2026 — 23 23 Total lease payments 994 968 1,962 Less: imputed interest (145) (93) (238) Present value of lease liabilities 849 875 1,724 Less: current portion of lease liabilities 231 391 622 Noncurrent lease liabilities $ 618 $ 484 $ 1,102 | Future minimum lease payments and related lease liabilities as of December 31, 2021 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2022 $ 295 $ 623 $ 918 2023 303 306 609 2024 328 239 567 2025 278 148 426 2026 — 23 23 Thereafter — — — Total lease payments 1,204 1,339 2,543 Less: imputed interest (212) (147) (359) Present value of lease liabilities 992 1,192 2,184 Less: current portion of lease liabilities 153 549 702 Noncurrent lease liabilities $ 839 $ 643 $ 1,482 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
DEBT | ||
Summary of debt obligations | September 30, December 31, 2022 2021 Paycheck Protection Program loan $ — $ 1,687 Face value of convertible debenture 3,450 3,450 Less: principal converted to common shares (60) (60) Less: deemed fair value ascribed to conversion feature and warrants (1,523) (1,523) Plus: accretion of implied interest 990 705 Total convertible debt 2,857 2,572 Face value of Centurion debenture 11,000 11,000 Less: deemed fair value ascribed to warrants (1,204) (1,204) Plus: accretion of implied interest 402 176 Less: net debt issuance costs (427) (547) Total Centurion debt 9,771 9,425 Total debt 12,628 13,684 Less: current portion of debt — (515) Long-term debt $ 12,628 $ 13,169 | As of December 31, 2021 and 2020, the Company’s debt obligations are summarized as follows (stated in thousands): December 31, December 31, 2021 2020 Central Bank line of credit $ — $ 1,978 Central Bank promissory note — 2,122 Paycheck Protection Program loan 1,687 — Total 1,687 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 705 324 Total convertible debt 2,572 2,251 Face value of Centurion debenture 11,000 — Less: deemed fair value ascribed to warrants (1,204) — Plus: accretion of implied interest 176 — Less: net debt issuance costs (547) — Total Centurion debt 9,425 — Total debt 13,684 6,351 Less: current portion of debt (515) (4,100) Long-term debt $ 13,169 $ 2,251 |
Schedule of accretion expense and interest expense related to debt obligations | The following table depicts accretion expense and interest expense (excluding debt issuance cost amortization) related to the Company’s debt obligations for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Accretion expense Convertible debenture $ 95 $ 95 $ 285 $ 285 Centurion debenture 75 76 226 101 $ 170 $ 171 $ 511 $ 386 Interest paid Convertible debenture $ — $ — $ 221 $ 220 Centurion debenture 324 190 872 236 $ 324 $ 190 $ 1,093 $ 456 | |
Schedule of future minimum principal payments | As of September 30, 2022, future minimum principal payments are summarized as follows (in thousands): Convertible Debt Debenture Remainder of 2022 $ — $ — 2023 965 — 2024 2,425 — 2025 — 11,000 Total 3,390 11,000 Less: fair value ascribed to conversion feature and warrants (1,523) (1,204) Plus: accretion and implied interest 990 402 Less: net debt issuance costs — (427) $ 2,857 $ 9,771 | As of December 31, 2021, future minimum principal payments are summarized as follows (stated in thousands): PPP Convertible Bank Loan Debt Indebtedness 2022 $ 515 $ — $ — 2023 372 965 — 2024 372 2,425 — 2025 372 — 11,000 2026 56 — — Thereafter — — — Total 1,687 3,390 11,000 Less: fair value ascribed to conversion feature and warrants — (1,523) (1,204) Plus: accretion and implied interest — 705 176 Less: net debt issuance costs — — (547) $ 1,687 $ 2,572 $ 9,425 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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, 2021 1,204,233 $ 5.56 3.6 Options granted 130,000 $ 5.16 Options exercised (800) $ 5.04 Options canceled / expired (103,633) $ 5.45 Balance at September 30, 2022 1,229,800 $ 4.98 3.0 $ 78 Vested and exercisable at September 30, 2022 882,542 $ 5.14 2.3 $ 78 | 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, 2019 637,200 $ 5.60 4.62 Options granted 173,000 $ 4.75 Options exercised (10,000) $ 2.50 Options canceled / expired (51,600) $ 8.00 Balance at December 31, 2020 748,600 $ 5.25 4.0 Options granted 545,000 $ 6.17 Options exercised (3,000) $ 6.40 Options canceled / expired (86,367) $ 5.99 Balance at December 31, 2021 1,204,233 $ 5.56 3.6 $ 1,148 Vested and exercisable at December 31, 2021 729,687 $ 5.23 3.3 $ 1,081 |
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 2.9 $ 0.25 200,000 $ 0.25 12,000 0.1 $ 14.00 12,000 $ 14.00 15,000 5.3 $ 9.00 15,000 $ 9.00 85,000 1.0 $ 9.00 85,000 $ 9.00 145,800 1.3 $ 7.80 145,800 $ 7.80 73,900 2.0 $ 6.40 64,047 $ 6.40 83,000 3.2 $ 4.85 49,800 $ 4.85 278,100 3.3 $ 5.30 166,860 $ 5.30 30,000 3.5 $ 5.60 14,000 $ 5.60 177,000 4.0 $ 7.65 86,702 $ 7.65 130,000 4.4 $ 5.16 43,333 $ 5.16 1,229,800 3.0 $ 4.98 882,542 $ 5.14 | 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 3.7 $ 0.25 200,000 $ 0.25 12,000 0.8 $ 14.00 12,000 $ 14.00 15,000 6.1 $ 9.00 15,000 $ 9.00 85,000 1.8 $ 9.00 85,000 $ 9.00 146,800 2.0 $ 7.80 127,227 $ 7.80 81,100 2.8 $ 6.40 59,473 $ 6.40 40,000 3.7 $ 4.50 18,667 $ 4.50 93,000 4.0 $ 4.85 43,400 $ 4.85 307,000 4.1 $ 5.30 102,333 $ 5.30 30,000 4.3 $ 5.60 10,000 $ 5.60 194,333 4.8 $ 7.65 56,587 $ 7.65 1,204,233 3.6 $ 5.56 729,687 $ 5.23 |
Schedule of assumptions were used to determine fair value of the awards | Nine Months Ended September 30, 2022 2021 Expected life (in years) 5.0 5.0 Risk-free interest rate 1.7 % 0.4 % Dividend yield — % — % Expected volatility 132 % 91 % | Year Ended December 31, 2021 2020 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 - 0.9 % 0.4 - 2.5 % Dividend yield — % — % Expected volatility 91 - 137 % 91 - 107 % |
Schedule of changes in stock option liability | Changes in the Company’s stock option liability for the nine months ended September 30, 2022, was as follows (stated in thousands): Balance at December 31, 2021 $ 25 Gain on revaluation 25 Balance at September 30, 2022 $ — | Changes in the Company’s stock option liability for the years ended December 31, 2021 and 2020 were as follows (stated in thousands): Balance at December 31, 2019 $ 66 Gain on revaluation (50) Balance at December 31, 2020 $ 16 Gain on revaluation (9) Balance at December 31, 2021 $ 25 |
Schedule of warrants | Number of Warrants outstanding Convertible debt, warrants issued (Note 5) 380,874 Debenture, warrants issued (Note 5) 275,000 July 2020 private placement, warrants issued (1) 12,592 December 2020 equity financing warrants issued (1) 3,271,540 Total warrant outstanding 3,940,006 | Number of Warrants outstanding Balance at December 31, 2019 78,551 Convertible debt, warrants issued 302,322 Equity financing, warrants issued 3,284,133 Balance at December 31, 2020 3,665,006 Debenture, warrants issued (Note 4) 275,000 Balance at December 31, 2021 3,940,006 |
Consultants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of assumptions were used to determine fair value of the awards | As of September 30, As of December 31, 2022 2021 Risk free rate of return 2.8 % 0.4 % Expected life 0.1 years 1.8 years Expected volatility 99 % 186 % Expected dividend per share nil nil | As of December 31, 2021 2020 Risk free rate of return 0.4 % 0.1 % Expected life 0.8 years 1.8 years Expected volatility 186 % 100 % Expected dividend per share nil nil |
(LOSS) INCOME PER SHARE (Tables
(LOSS) INCOME PER SHARE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
(LOSS) INCOME PER SHARE | ||
Schedule of computation of basic and fully diluted (loss) income per common share | The following table sets forth the computation of basic and fully diluted (loss) income per share for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net (loss) income $ (1,433) $ 91 $ (8,618) $ (2,447) Basic weighted average common stock outstanding 15,220,948 11,838,032 13,686,686 11,528,371 Basic loss per share $ (0.09) $ 0.01 $ (0.63) $ (0.21) Net (loss) income $ (1,433) $ 91 $ (8,618) $ (2,447) Basic weighted average common shares outstanding 15,220,948 11,838,032 13,686,686 11,528,371 Dilutive effect of stock options and warrants — 3,886,071 — — Dilutive weighted average common stock outstanding 15,220,948 15,724,103 13,686,686 11,528,371 Diluted loss per share $ (0.09) $ 0.01 $ (0.63) $ (0.21) | The following table sets forth the computation of basic and fully diluted loss per common share for the years ended December 31, 2021 and 2020 (stated in thousands, except per share amounts): Year Ended December 31, 2021 2020 Net loss $ (2,756) $ (15,036) Basic weighted average common stock outstanding 11,725,422 7,246,625 Basic loss per share $ (0.24) $ (2.07) Net loss $ (2,756) $ (15,036) Dilutive weighted average common stock outstanding 11,725,422 7,246,625 Diluted loss per share $ (0.24) $ (2.07) |
NATURE OF OPERATIONS - Narrativ
NATURE OF OPERATIONS - Narrative (Details) - subsidiary | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
NATURE OF OPERATIONS | ||
Number of indirect wholly-owned subsidiaries | 2 | 2 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 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 6 for additional discussion. | 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 11 for additional discussion. | ||
Reverse stock split ratio | 0.2 | 0.2 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | $ 6,204 | $ 9,659 | $ 8,546 | $ 6,222 | $ 4,765 | $ 5,964 | $ 3,963 | $ (10,736) | $ 4,333 | $ 12,550 | $ 19,533 | $ 29,192 | $ 3,524 |
Commercial insurance | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | 4,283 | 6,164 | 6,801 | 12,507 | 20,792 | (3,830) | |||||||
Facility billing | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | 1,185 | 995 | 3,457 | 2,846 | 3,879 | 1,942 | |||||||
Managed service agreements | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | 400 | 965 | 1,247 | 3,024 | 3,044 | 4,209 | |||||||
Other revenue | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | $ 336 | $ 422 | $ 1,045 | $ 1,156 | $ 1,477 | $ 1,203 |
REVENUE - Accounts Receivable (
REVENUE - Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, net: | |||
Total accounts receivable, net | $ 20,860 | $ 27,810 | $ 14,965 |
Technical services | |||
Accounts receivable, net: | |||
Total accounts receivable, net | 9,539 | 18,904 | 12,436 |
Professional services | |||
Accounts receivable, net: | |||
Total accounts receivable, net | 10,971 | 8,209 | 2,142 |
Other. | |||
Accounts receivable, net: | |||
Total accounts receivable, net | $ 350 | $ 697 | $ 387 |
REVENUE - Concentration of Acco
REVENUE - Concentration of Accounts Receivable (Details) - Accounts Receivable - Revenue Stream Concentration Risk | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Concentration of accounts receivable | 100% | 100% | 100% |
Commercial insurance | |||
Disaggregation of Revenue [Line Items] | |||
Concentration of accounts receivable | 91% | 91% | 91% |
Facility billing | |||
Disaggregation of Revenue [Line Items] | |||
Concentration of accounts receivable | 6% | 2% | 1% |
Other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Concentration of accounts receivable | 3% | 7% |
LEASES - (Details)
LEASES - (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||||
Incremental borrowing rate for operating lease | 10% | 10% | ||
Operating lease right of use asset, net | $ 725 | $ 956 | $ 124 | |
Finance lease right of use asset, net | 469 | 743 | 608 | |
Total right of use asset | 1,194 | 1,699 | 732 | |
Accumulated amortization of finance lease assets | $ 2,300 | $ 2,000 | $ 1,300 | |
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Rate of interest for finance lease | 5.20% | 6.50% | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Rate of interest for finance lease | 13.40% | 13.40% |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease cost: | ||||
Amortization of ROU assets | $ 231 | $ 227 | $ 227 | $ 212 |
Interest on lease liabilities | 68 | 15 | ||
Total Operating lease cost | 299 | 227 | 227 | 227 |
Amortization of ROU assets | 353 | 372 | 381 | 371 |
Interest on lease liabilities | 64 | 69 | 67 | 64 |
Total finance lease cost | 417 | 441 | 448 | 435 |
Total lease cost | $ 716 | $ 668 | $ 572 | $ 662 |
LEASES - Lease Terms and Discou
LEASES - Lease Terms and Discount Rates (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
LEASES | ||||
Weighted average remaining lease term: Operating leases (in years) | 3 years | 3 years 9 months 18 days | 6 months | 0 years |
Weighted average remaining lease term: Financing leases (in years) | 2 years 7 months 6 days | 2 years 10 months 24 days | 3 years 3 months 18 days | 3 years 1 month 6 days |
Weighted average discount rate: Operating leases (as a percent) | 10% | 10% | 6.90% | |
Weighted average discount rate: Financing leases (as a percent) | 7.80% | 8% | 7.90% | 8.10% |
ROU assets acquired in exchange for finance lease liabilities | $ 79 | $ 1,400 | $ 513 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Leases | ||
Remainder 2022 | $ 84 | |
2023 | 303 | $ 295 |
2024 | 328 | 303 |
2025 | 279 | 328 |
Total lease payments | 994 | 1,204 |
Less: imputed interest | (145) | (212) |
Present value of lease liabilities | 849 | 992 |
Less: current portion of lease liabilities | 231 | 153 |
Noncurrent lease liabilities | 618 | 839 |
Finance Leases | ||
Remainder 2022 | 165 | |
2023 | 360 | 623 |
2024 | 268 | 306 |
2025 | 152 | 239 |
2026 | 23 | 148 |
Total lease payments | 968 | 1,339 |
Less: imputed interest | (93) | (147) |
Present value of lease liabilities | 875 | 1,192 |
Less: current portion of lease liabilities | 391 | 549 |
Noncurrent lease liabilities | 484 | 643 |
Total Lease Liabilities | ||
Remainder 2022 | 249 | |
2023 | 663 | 918 |
2024 | 596 | 609 |
2025 | 431 | 567 |
2026 | 23 | 426 |
Total lease payments | 1,962 | 2,543 |
Less: imputed interest | (238) | (359) |
Present value of lease liabilities | 1,724 | 2,184 |
Less: current portion of lease liabilities | 622 | 702 |
Noncurrent lease liabilities | $ 1,102 | $ 1,482 |
DEBT - Debt Obligations (Detail
DEBT - Debt Obligations (Details) - USD ($) | 1 Months Ended | |||||||||
Jun. 10, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 09, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 01, 2020 | Jun. 30, 2020 | Apr. 30, 2020 | |
Debt | ||||||||||
Face amount | $ 1,700,000 | |||||||||
Total debt | $ 12,628,000 | $ 13,684,000 | $ 6,351,000 | |||||||
Less: current portion of debt | (515,000) | (4,100,000) | ||||||||
Long-term debt | 12,628,000 | 13,169,000 | 2,251,000 | |||||||
Warrant exercise price (in dollars per share) | $ 7.55 | $ 3.90 | $ 5.65 | $ 5 | ||||||
Senior Term Loan | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | $ 6,000,000 | |||||||||
Senior Revolving Loan | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | 2,000,000 | |||||||||
Senior Term Acquisition Line | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | 3,000,000 | |||||||||
Central Bank Debt PPP promissory note | ||||||||||
Debt | ||||||||||
Total | 1,687,000 | $ 4,100,000 | ||||||||
Paycheck Protection Program loan | ||||||||||
Debt | ||||||||||
Total | 0 | 1,687,000 | ||||||||
Face amount | $ 1,700,000 | |||||||||
Total debt | 1,687,000 | |||||||||
Fair value of debt | 1,687,000 | |||||||||
Bearing interest rate | 1% | |||||||||
Convertible Debt | ||||||||||
Debt | ||||||||||
Total | 3,390,000 | |||||||||
Face amount | 3,450,000 | 3,450,000 | ||||||||
Less: principal converted to common shares | (60,000) | (60,000) | ||||||||
Less: deemed fair value ascribed to conversion feature and warrants | (1,523,000) | (1,523,000) | ||||||||
Plus: accretion of implied interest | 990,000 | 705,000 | ||||||||
Total debt | 2,857,000 | 2,572,000 | ||||||||
Centurion debenture | ||||||||||
Debt | ||||||||||
Total | 11,000,000 | 11,000,000 | ||||||||
Less: deemed fair value ascribed to conversion feature and warrants | (1,204,000) | (1,204,000) | ||||||||
Plus: accretion of implied interest | 402,000 | 176,000 | ||||||||
Less: net debt issuance costs | (427,000) | (547,000) | ||||||||
Total debt | $ 9,771,000 | 9,425,000 | ||||||||
Fair value of debt | $ 11,000,000 | |||||||||
Debenture with Maturity Date of June 9, 2025 | ||||||||||
Debt | ||||||||||
Face amount | $ 11,000,000 | |||||||||
Bearing interest rate | 9.50% | |||||||||
Debenture with Maturity Date of June 9, 2025 | Credit Facility dated March 8, 2021 | ||||||||||
Debt | ||||||||||
Bearing interest rate | 9.50% | |||||||||
Royal Bank of Canada Prime Rate | Debenture with Maturity Date of June 9, 2025 | ||||||||||
Debt | ||||||||||
Variable rate | 7.05% | |||||||||
Royal Bank of Canada Prime Rate | Debenture with Maturity Date of June 9, 2025 | Credit Facility dated March 8, 2021 | ||||||||||
Debt | ||||||||||
Variable rate | 7.05% | |||||||||
Centurion Debt | Credit Facility dated March 8, 2021 | ||||||||||
Debt | ||||||||||
Face amount | $ 8,000,000 | |||||||||
Fair value of debt | $ 6,800,000 | |||||||||
Term of debt | 4 years | |||||||||
Debt Instrument, Covenant Compliance | Under the terms and conditions of the debt arrangement, Centurion temporarily modified their debt covenant calculations to allow bad debt expense to be excluded for the first and second quarter of 2022. The Company’s was in compliance with the debt covenants as of September 30, 2022. | |||||||||
Centurion Debt | Senior Term Loan | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | $ 6,000,000 | |||||||||
Number of warrants issued | 275,000 | |||||||||
Warrant exercise price (in dollars per share) | $ 7.55 | |||||||||
Centurion Debt | Senior Revolving Loan | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | $ 2,000,000 | |||||||||
Centurion Debt | Senior Term Acquisition Line | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | 3,000,000 | |||||||||
Centurion Debt | Debenture with Maturity Date of June 9, 2025 | ||||||||||
Debt | ||||||||||
Face amount | 11,000,000 | |||||||||
Centurion Debt | Warrants | Credit Facility dated March 8, 2021 | ||||||||||
Debt | ||||||||||
Fair value of debt | $ 1,200,000 |
DEBT - Accretion and interest e
DEBT - Accretion and interest expense, excluding debt issuance cost amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Accretion expense | $ 170 | $ 171 | $ 511 | $ 386 | |
Interest paid | 324 | 190 | 1,093 | 456 | |
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Accretion expense | 95 | 95 | 285 | 285 | |
Interest paid | 221 | 220 | |||
Centurion debenture | |||||
Debt Instrument [Line Items] | |||||
Accretion expense | 75 | 76 | 226 | 101 | |
Interest paid | $ 324 | $ 190 | $ 872 | $ 236 | $ 456 |
DEBT - Future Minimum Principal
DEBT - Future Minimum Principal Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total debt | $ 12,628 | $ 13,684 | $ 6,351 |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
2023 | 965 | ||
2024 | 2,425 | ||
Total | 3,390 | ||
Less: deemed fair value ascribed to conversion feature and warrants | (1,523) | (1,523) | |
Plus: accretion of implied interest | 990 | 705 | |
Total debt | 2,857 | 2,572 | |
Debenture | |||
Debt Instrument [Line Items] | |||
2025 | 11,000 | ||
Total | 11,000 | ||
Less: deemed fair value ascribed to conversion feature and warrants | (1,204) | (1,204) | |
Plus: accretion of implied interest | 402 | ||
Less: net debt issuance costs | (427) | (547) | |
Total debt | $ 9,771 | $ 9,425 |
DEBT - Additional Information (
DEBT - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | 14 Months Ended | |||
Jan. 31, 2022 | May 31, 2020 | Sep. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | |
Debt | |||||||
Proceeds from convertible debenture | $ 2,485 | ||||||
Non-brokered private placements of convertible debenture units ("CD Unit") | |||||||
Debt | |||||||
Proceeds from convertible debenture | $ 3,500 | $ 3,500 | |||||
Conversion price (in dollars per share) | $ 1 | $ 1 | |||||
Interest rate | 9% | 9% | |||||
Fair value of debt | 1,700 | ||||||
Conversion feature | $ 1,200 | ||||||
Non-brokered private placements of convertible debenture units ("CD Unit") | First tranche | |||||||
Debt | |||||||
Term of debt | 3 years | ||||||
Non-brokered private placements of convertible debenture units ("CD Unit") | First tranche | Minimum | |||||||
Debt | |||||||
Conversion price (in dollars per share) | $ 5 | $ 5 | |||||
Non-brokered private placements of convertible debenture units ("CD Unit") | First tranche | Maximum | |||||||
Debt | |||||||
Conversion price (in dollars per share) | 9.50 | $ 9.50 | |||||
Non-brokered private placements of convertible debenture units ("CD Unit") | Second tranche | |||||||
Debt | |||||||
Term of debt | 4 years | 4 years | |||||
Non-brokered private placements of convertible debenture units ("CD Unit") | Second tranche | Minimum | |||||||
Debt | |||||||
Conversion price (in dollars per share) | 3.35 | $ 3.35 | |||||
Non-brokered private placements of convertible debenture units ("CD Unit") | Second tranche | Maximum | |||||||
Debt | |||||||
Conversion price (in dollars per share) | $ 7 | $ 7 | |||||
Non-brokered private placements of convertible debenture units ("CD Unit") | Warrants | |||||||
Debt | |||||||
Fair value of debt | $ 600 | ||||||
Paycheck Protection Program loan | |||||||
Debt | |||||||
Interest rate | 1% | ||||||
Debt forgiveness | $ 1,700 | $ 1,700 | |||||
Fair value of the debt | $ 1,687 |
SHARE CAPITAL - Narrative (Deta
SHARE CAPITAL - Narrative (Details) | 1 Months Ended | |||||||||
Nov. 15, 2021 $ / shares shares | Aug. 31, 2021 $ / shares shares | Dec. 01, 2020 $ / shares shares | Sep. 30, 2021 $ / shares shares | Jun. 30, 2021 shares | Jul. 31, 2020 shares | Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | Jun. 30, 2020 $ / shares | |
SHARE CAPITAL | ||||||||||
Common stock, shares authorized | 900,000,000 | 900,000,000 | 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 | $ 0.001 | |||||
Common stock, shares issued | 18,512,605 | 12,918,866 | 11,275,788 | |||||||
Common stock, shares outstanding | 18,512,605 | 12,918,866 | 11,275,788 | |||||||
Common stock authorized after Reverse Share Split (shares) | 180,000,000 | |||||||||
Reverse stock split ratio | 0.2 | 0.2 | ||||||||
Fractional shares issued | 0 | |||||||||
Shares issued | 909,262 | 3,271,541 | 156,032 | 25,185 | ||||||
Shares issue price | $ / shares | $ 5.25 | $ 3.20 | $ 4.05 |
SHARE CAPITAL - 2022 Equity Fin
SHARE CAPITAL - 2022 Equity Financing (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Nov. 15, 2021 | Dec. 01, 2020 | Aug. 31, 2022 | Jun. 30, 2021 | Jul. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Proceeds from share issuance, net | $ 5,195 | $ 832 | $ 5,062 | $ 9,611 | ||||||
Share issuance, net (in shares) | 909,262 | 3,271,541 | 156,032 | 25,185 | ||||||
Shares issue price | $ 5.25 | $ 3.20 | $ 4.05 | |||||||
2022 Equity Financing | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Proceeds from share issuance, net | $ 6,200 | |||||||||
Share issuance, net (in shares) | 5,576,087 | |||||||||
Shares issue price | $ 1.12 | |||||||||
Period to purchase additional shares | 45 days | |||||||||
Percentage of additional shares issued | 15% | |||||||||
2022 Equity Financing | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Proceeds from share issuance, net | $ 7,200 |
SHARE CAPITAL - Stock Options (
SHARE CAPITAL - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Nov. 15, 2021 | Dec. 01, 2020 | Jun. 30, 2021 | Jul. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Capital | |||||||||
Shares issued | 909,262 | 3,271,541 | 156,032 | 25,185 | |||||
Consultants | |||||||||
Share Capital | |||||||||
Shares issued | 0 | 0 | |||||||
Stock options | |||||||||
Share Capital | |||||||||
Shares available for issuance | 1,870,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||
Options at beginning of period (in shares) | 1,204,233 | 748,600 | 748,600 | 637,200 | |||||
Options granted (in shares) | 130,000 | 545,000 | 173,000 | ||||||
Options exercised (in shares) | (800) | (3,000) | (10,000) | ||||||
Options canceled / expired (in shares) | (103,633) | (86,367) | (51,600) | ||||||
Options at end of period (in shares) | 1,229,800 | 1,204,233 | 748,600 | 637,200 | |||||
Options vested and exercisable as at end of the period | 882,542 | 729,687 | |||||||
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) | $ 5.56 | $ 5.25 | $ 5.25 | $ 5.60 | |||||
Options granted (in dollars per share) | 5.16 | 6.17 | 4.75 | ||||||
Options exercised (in dollars per share) | 5.04 | 6.40 | 2.50 | ||||||
Options canceled / expired (in dollars per share) | 5.45 | 5.99 | 8 | ||||||
Exercise Price at end of period (in dollars per share) | 4.98 | 5.56 | $ 5.25 | $ 5.60 | |||||
Exercise Price vested and exercisable (in dollars per share) | $ 5.14 | $ 5.23 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||||||
Weighted Average Remaining Contractual Life (in years) | 3 years | 3 years 7 months 6 days | 4 years | 4 years 7 months 13 days | |||||
Weighted Average Remaining life vested and exercisable (in years) | 2 years 3 months 18 days | 3 years 3 months 18 days | |||||||
Aggregate Intrinsic Value | $ 78 | $ 1,148 | |||||||
Aggregate Intrinsic Value vested and exercisable | $ 78 | $ 1,081 | |||||||
Stock options | Consultants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||
Options granted (in shares) | 0 | 0 |
SHARE CAPITAL - Stock Options O
SHARE CAPITAL - Stock Options Outstanding and Exercisable (Details) - Stock options - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 1,229,800 | 1,204,233 | 748,600 | 637,200 |
Weighted Average Remaining Contractual Life (in years) | 3 years | 3 years 7 months 6 days | 4 years | 4 years 7 months 13 days |
Weighted average exercise price of options outstanding (in dollars per share) | $ 4.98 | $ 5.56 | $ 5.25 | $ 5.60 |
Number Exercisable (in shares) | 882,542 | 729,687 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 5.14 | $ 5.23 | ||
$0.25 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 200,000 | 200,000 | ||
Weighted Average Remaining Contractual Life (in years) | 2 years 10 months 24 days | 3 years 8 months 12 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 0.25 | $ 0.25 | ||
Number Exercisable (in shares) | 200,000 | 200,000 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 0.25 | $ 0.25 | ||
$14.00 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 12,000 | 12,000 | ||
Weighted Average Remaining Contractual Life (in years) | 1 month 6 days | 9 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 14 | $ 14 | ||
Number Exercisable (in shares) | 12,000 | 12,000 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 14 | $ 14 | ||
$9.00 Exercise Price Per Share, group one | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 15,000 | 15,000 | ||
Weighted Average Remaining Contractual Life (in years) | 5 years 3 months 18 days | 6 years 1 month 6 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 9 | $ 9 | ||
Number Exercisable (in shares) | 15,000 | 15,000 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 9 | $ 9 | ||
$9.00 Exercise Price Per Share, group two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 85,000 | 85,000 | ||
Weighted Average Remaining Contractual Life (in years) | 1 year | 1 year 9 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 9 | $ 9 | ||
Number Exercisable (in shares) | 85,000 | 85,000 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 9 | $ 9 | ||
$7.80 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 145,800 | 146,800 | ||
Weighted Average Remaining Contractual Life (in years) | 1 year 3 months 18 days | 2 years | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 7.80 | $ 7.80 | ||
Number Exercisable (in shares) | 145,800 | 127,227 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 7.80 | $ 7.80 | ||
$6.40 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 73,900 | 81,100 | ||
Weighted Average Remaining Contractual Life (in years) | 2 years | 2 years 9 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 6.40 | $ 6.40 | ||
Number Exercisable (in shares) | 64,047 | 59,473 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 6.40 | $ 6.40 | ||
$4.85 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 83,000 | 40,000 | ||
Weighted Average Remaining Contractual Life (in years) | 3 years 2 months 12 days | 3 years 8 months 12 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 4.85 | $ 4.50 | ||
Number Exercisable (in shares) | 49,800 | 18,667 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 4.85 | $ 4.50 | ||
$5.30 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 278,100 | 93,000 | ||
Weighted Average Remaining Contractual Life (in years) | 3 years 3 months 18 days | 4 years | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.30 | $ 4.85 | ||
Number Exercisable (in shares) | 166,860 | 43,400 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 5.30 | $ 4.85 | ||
$5.60 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 30,000 | 307,000 | ||
Weighted Average Remaining Contractual Life (in years) | 3 years 6 months | 4 years 1 month 6 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.60 | $ 5.30 | ||
Number Exercisable (in shares) | 14,000 | 102,333 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 5.60 | $ 5.30 | ||
$7.65 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 177,000 | 30,000 | ||
Weighted Average Remaining Contractual Life (in years) | 4 years | 4 years 3 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 7.65 | $ 5.60 | ||
Number Exercisable (in shares) | 86,702 | 10,000 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 7.65 | $ 5.60 | ||
$5.16 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 130,000 | 194,333 | ||
Weighted Average Remaining Contractual Life (in years) | 4 years 4 months 24 days | 4 years 9 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.16 | $ 7.65 | ||
Number Exercisable (in shares) | 43,333 | 56,587 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 5.16 | $ 7.65 | ||
$5.14 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 1,229,800 | |||
Weighted Average Remaining Contractual Life (in years) | 3 years | |||
Weighted average exercise price of options outstanding (in dollars per share) | $ 4.98 | |||
Number Exercisable (in shares) | 882,542 | |||
Weighted average exercise price of options exercisable (in dollars per share) | $ 5.14 |
SHARE CAPITAL - Assumptions Use
SHARE CAPITAL - Assumptions Used (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (in years) | 5 years | 5 years | 5 years | 5 years |
Risk-free interest rate | 1.70% | 0.40% | ||
Expected volatility | 132% | 91% | ||
Consultants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (in years) | 1 month 6 days | 1 year 9 months 18 days | 1 year 9 months 18 days | |
Risk-free interest rate | 2.80% | 0.40% | 0.10% | |
Expected volatility | 99% | 186% | 100% | |
Expected dividend per share |
SHARE CAPITAL - Stock-based Com
SHARE CAPITAL - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
SHARE CAPITAL | ||||||
Stock-based compensation expense recognized | $ (108) | $ 210 | $ 464 | $ 818 | $ 1,400 | $ 548 |
Unrecognized compensation cost | $ 1,000 | $ 1,000 | $ 1,400 | |||
Unvested stock options (in shares) | 347,258 | 347,258 | 474,546 | |||
Weighted-average remaining vesting period | 3 years 2 months 12 days | 3 years 9 months 18 days |
SHARE CAPITAL - Changes in Stoc
SHARE CAPITAL - Changes in Stock Option Liability (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair value of the stock option derivative liability | |||
Balance at Beginning of period | $ 25 | $ 16 | $ 66 |
Gain on revaluation | $ 25 | (9) | (50) |
Balance at End of period | $ 25 | $ 16 |
SHARE CAPITAL - Warrants (Detai
SHARE CAPITAL - Warrants (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 3,940,006 | 3,940,006 | 3,665,006 | 78,551 |
Convertible Debt | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 380,874 | |||
Centurion debenture | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 275,000 | |||
July 2020 private placement | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 12,592 | |||
December 2020 equity financing | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 3,271,540 |
(LOSS) INCOME PER SHARE (Detail
(LOSS) INCOME PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Net (loss) income | $ (1,433) | $ 91 | $ (8,618) | $ (2,447) | $ (2,756) | $ (15,036) |
Basic weighted average common stock outstanding | 15,220,948 | 11,838,032 | 13,686,686 | 11,528,371 | 11,725,422 | 7,246,625 |
Basic loss per share | $ (0.09) | $ 0.01 | $ (0.63) | $ (0.21) | $ (0.24) | $ (2.07) |
Dilutive effect of stock options and warrants | 3,886,071 | |||||
Dilutive weighted average common stock outstanding | 15,220,948 | 15,724,103 | 13,686,686 | 11,528,371 | 11,725,422 | 7,246,625 |
Diluted loss per share | $ (0.09) | $ 0.01 | $ (0.63) | $ (0.21) | $ (0.24) | $ (2.07) |
Stock options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of diluted weighted average common shares | 882,582 | 227,893 | 1,204,233 | 748,600 | ||
Warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of diluted weighted average common shares | 3,940,006 | 462,068 | 3,940,006 | 3,665,006 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | Apr. 30, 2022 USD ($) |
Indemnification Agreement | |
Commitments and Contingencies | |
Contingent liability | $ 450 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | Oct. 11, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Subsequent Events | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.001 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 4,020 | $ 4,386 |
Accounts receivable, net | 27,810 | 14,965 |
Income tax receivable | 136 | 150 |
Other current assets | 151 | 618 |
Due from MSAs | 5,886 | 4,856 |
Total current assets | 38,003 | 24,975 |
Equity method investments | 525 | 608 |
Fixed assets | 85 | 356 |
Operating lease right of use asset | 956 | 124 |
Finance lease right of use asset | 743 | 608 |
Intangibles, net | 3,649 | 4,115 |
Goodwill | 4,448 | 2,857 |
Total assets | 48,409 | 33,643 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,194 | 2,871 |
Current portion of debt | 515 | 4,100 |
Current portion of lease liability | 702 | 521 |
Current portion of acquisition debt | 306 | |
Other current liabilities | 96 | |
Total current liabilities | 3,717 | 7,588 |
Lease liability, net of current portion | 1,482 | 772 |
Debt, net of current portion | 13,169 | 2,251 |
Acquisition liability | 459 | |
Acquisition share issuance liability | 540 | |
Fair value of stock option liability | 25 | 16 |
Performance share issuance liability | 2,668 | |
Deferred income taxes, net | 601 | 599 |
Total liabilities | 19,453 | 14,434 |
Commitments and contingencies (Note 17) | ||
SHAREHOLDERS' EQUITY | ||
Common stock: $0.001 par value; 180,000,000 shares authorized; 12,918,866 and 11,275,788 shares issued and outstanding, as of December 31, 2021 and 2020, respectively | 13 | 11 |
Additional paid-in capital | 43,387 | 30,886 |
Accumulated deficit | (14,444) | (11,688) |
Total shareholders' equity | 28,956 | 19,209 |
Total liabilities and shareholders' equity | $ 48,409 | $ 33,643 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 180,000,000 | 180,000,000 | 900,000,000 | 900,000,000 | 900,000,000 |
Common stock, shares issued | 18,512,605 | 12,918,866 | 11,275,788 | ||
Common stock, shares outstanding | 18,512,605 | 12,918,866 | 11,275,788 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | |||||||||||||
Revenue | $ 6,204 | $ 9,659 | $ 8,546 | $ 6,222 | $ 4,765 | $ 5,964 | $ 3,963 | $ (10,736) | $ 4,333 | $ 12,550 | $ 19,533 | $ 29,192 | $ 3,524 |
Cost of revenues | 3,685 | 4,254 | 11,564 | 9,956 | 14,318 | 7,912 | |||||||
Gross margin | 2,519 | 4,292 | 986 | 9,577 | 14,874 | (4,388) | |||||||
Operating expenses | |||||||||||||
General and administrative | 3,340 | 3,180 | 11,177 | 10,275 | 14,805 | 9,592 | |||||||
Sales and marketing | 198 | 247 | 688 | 748 | 1,082 | 1,209 | |||||||
Depreciation and amortization | 243 | 293 | 761 | 965 | 1,114 | 1,014 | |||||||
Total operating expenses | 3,781 | 3,720 | 12,626 | 11,988 | 17,001 | 11,815 | |||||||
(Loss) income from operations | (1,262) | 572 | (11,640) | (2,411) | (2,127) | (16,203) | |||||||
Other income (expenses) | |||||||||||||
Income from equity method investments | 9 | 139 | 18 | 136 | 225 | (1,194) | |||||||
Gain on Paycheck Protection Program loan forgiveness | 1,665 | 1,211 | |||||||||||
Gain on extinguishment of acquisition debt | 188 | ||||||||||||
Other income (expense), net | (37) | (27) | 29 | (29) | (46) | 89 | |||||||
Accretion expense | (170) | (171) | (511) | (386) | (556) | (782) | |||||||
Interest expense, net | (471) | (264) | (1,317) | (500) | 1,081 | 530 | |||||||
Total other expense | (669) | (323) | (116) | (779) | (1,458) | (1,018) | |||||||
Loss before income taxes | (1,931) | $ (395) | 249 | $ (1,781) | $ (1,658) | $ (114) | $ (1,344) | $ (15,284) | $ (479) | (11,756) | (3,190) | (3,585) | (17,221) |
Income tax benefit | 498 | (158) | 3,138 | 743 | 829 | 2,185 | |||||||
Net (loss) income | $ (1,433) | $ 91 | $ (8,618) | $ (2,447) | $ (2,756) | $ (15,036) | |||||||
Loss per share | |||||||||||||
Basic | $ (0.09) | $ 0.01 | $ (0.63) | $ (0.21) | $ (0.24) | $ (2.07) | |||||||
Diluted | $ (0.09) | $ 0.01 | $ (0.63) | $ (0.21) | $ (0.24) | $ (2.07) | |||||||
Weighted average number of shares used in per share calculation - basic | 15,220,948 | 11,838,032 | 13,686,686 | 11,528,371 | 11,725,422 | 7,246,625 | |||||||
Weighted average number of shares used in per share calculation - diluted | 15,220,948 | 15,724,103 | 13,686,686 | 11,528,371 | 11,725,422 | 7,246,625 | |||||||
Technical services | |||||||||||||
Revenue | |||||||||||||
Revenue | $ 1,190 | $ 4,421 | $ 2,653 | $ 11,649 | $ 13,527 | $ 1,347 | |||||||
Professional services | |||||||||||||
Revenue | |||||||||||||
Revenue | 4,278 | 2,738 | 7,605 | 3,704 | 12,330 | (3,172) | |||||||
Other. | |||||||||||||
Revenue | |||||||||||||
Revenue | $ 736 | $ 1,387 | $ 2,292 | $ 4,180 | $ 3,335 | $ 5,349 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Accumulated 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] | ||||
Exercise of stock options | 19 | 19 | ||
Exercise of stock options (in shares) | 10,000 | |||
Share issuance, net | $ 3 | 9,612 | 9,615 | |
Share issuance, net (in shares) | 3,296,725 | |||
Tax impact of equity transactions | (388) | (388) | ||
Stock-based compensation | 548 | 548 | ||
Equity component of convertible debt issuance | 961 | 961 | ||
Fair value of finders' warrants | 46 | 46 | ||
Settlement of performance share liability | $ 1 | 13,338 | 13,339 | |
Settlement of performance share liability (in shares) | 1,000,000 | |||
Settlement of payables | 40 | 40 | ||
Settlement of payables (in shares) | 10,000 | |||
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 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options | 19 | 19 | ||
Exercise of stock options (in shares) | 3,000 | |||
Share issuance, net | $ 1 | 3,105 | 3,106 | |
Share issuance, net (in shares) | 503,148 | |||
Stock-based compensation | 818 | 818 | ||
Equity component of convertible debt issuance | 1,204 | 1,204 | ||
Settlement of performance share liability | 2,293 | 2,293 | ||
Settlement of performance share liability (in shares) | 43,968 | |||
Convertible debt converted into shares | 60 | 60 | ||
Convertible debt converted into shares (in shares) | 13,384 | |||
Other (in shares) | 15 | |||
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 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] | ||||
Exercise of stock options | 19 | 19 | ||
Exercise of stock options (in shares) | 3,000 | |||
Share issuance, net | $ 1 | 5,061 | 5,062 | |
Share issuance, net (in shares) | 1,150,594 | |||
Tax impact of equity transactions | (862) | (862) | ||
Stock-based compensation | 1,913 | 1,913 | ||
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 | |||
Share issuance, acquisition related | $ 1 | 2,814 | 2,815 | |
Share issuance, acquisition related (in shares) | 432,117 | |||
Convertible debt converted into shares | 60 | 60 | ||
Convertible debt converted into shares (in shares) | 13,384 | |||
Other (in shares) | 15 | |||
Net income (loss) | (2,756) | (2,756) | ||
Ending Balance at Dec. 31, 2021 | $ 13 | 43,387 | (14,444) | 28,956 |
Ending Balance (in shares) at Dec. 31, 2021 | 12,918,866 | |||
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 | |||
Stock-based compensation | 210 | 210 | ||
Convertible debt converted into shares | 20 | 20 | ||
Convertible debt converted into shares (in shares) | 2,858 | |||
Other (in shares) | 15 | |||
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 | |||
Beginning Balances at Dec. 31, 2021 | $ 13 | 43,387 | (14,444) | 28,956 |
Beginning Balances (in shares) at Dec. 31, 2021 | 12,918,866 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options | 4 | 4 | ||
Exercise of stock options (in shares) | 800 | |||
Share issuance, net | $ 6 | 5,189 | 5,195 | |
Share issuance, net (in shares) | 5,576,087 | |||
Stock-based compensation | 464 | 464 | ||
Net income (loss) | (8,618) | (8,618) | ||
Ending Balance at Sep. 30, 2022 | $ 19 | 49,044 | (23,062) | 26,001 |
Ending Balance (in shares) at Sep. 30, 2022 | 18,512,605 | |||
Beginning Balances at Jun. 30, 2022 | $ 13 | 43,963 | (21,629) | 22,347 |
Beginning Balances (in shares) at Jun. 30, 2022 | 12,919,666 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share issuance, net | $ 6 | 5,189 | 5,195 | |
Share issuance, net (in shares) | 5,576,087 | |||
Stock-based compensation | (108) | (108) | ||
Net income (loss) | (1,433) | (1,433) | ||
Ending Balance at Sep. 30, 2022 | $ 19 | $ 49,044 | $ (23,062) | $ 26,001 |
Ending Balance (in shares) at Sep. 30, 2022 | 18,512,605 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (2,756) | $ (15,036) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
(Income) loss from equity method investments | (225) | 1,194 |
Stock-based compensation | 1,913 | 548 |
Depreciation and amortization | 1,114 | 1,014 |
Amortization of debt issuance costs | 93 | |
Provision for stock option fair value | 9 | (50) |
Gain on Payroll Protection Program loan | (1,211) | |
Gain on extinguishment of acquisition debt | (188) | |
Accretion expense | 556 | 782 |
Settlement of Payables | 40 | |
Deferred income taxes, net | (1,561) | |
Change in operating assets and liabilities | ||
Accounts receivable, net | (10,845) | 15,898 |
Prepaid expenses | 133 | (116) |
Right of use assets | 48 | (301) |
Accounts payable and accrued liabilities | (920) | (1,494) |
Due from MSAs | (1,071) | (2,573) |
Lease liability | (500) | 192 |
Income taxes | (846) | (388) |
Other assets and liabilities | (76) | 66 |
Net cash used in operating activities | (13,373) | (3,184) |
Cash flows from investing activities | ||
Purchase of fixed assets | (319) | |
Net cash paid for acquisitions | (307) | (7,736) |
Distributions received from equity method investments | 312 | 558 |
Net cash provided by (used in) investing activities | 1 | (7,497) |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 19 | 19 |
Proceeds from share issuance, net | 5,062 | 9,611 |
Proceeds from term loan | 1,978 | |
Repayment of term loan | (1,418) | |
Proceeds from Paycheck Protection Program | 1,665 | 1,211 |
Proceeds from line of credit | 2,122 | |
Repayment of line of credit | (1,000) | |
Proceeds from debenture | 10,360 | |
Repayment of short term debt | (4,100) | |
Proceeds from convertible debenture | 2,485 | |
Net cash provided by financing activities | 13,006 | 15,008 |
Decrease in cash | (366) | 4,327 |
Cash at beginning of period | 4,386 | 59 |
Cash at end of period | 4,020 | 4,386 |
Supplemental cash flow information | ||
Interest paid | 973 | 498 |
Income taxes paid | 16 | $ 55 |
Supplemental non-cash flow information | ||
Purchase of equipment with finance leases | 431 | |
Settlement of performance share issuance liability | 2,668 | |
Settlement of acquisition share issuance liability | 540 | |
Convertible debt exercised for common shares | $ 60 |
NATURE OF OPERATIONS_2
NATURE OF OPERATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
NATURE OF OPERATIONS | ||
NATURE OF OPERATIONS | 1. Assure Holdings Corp. (the “Company” or “Assure”), through its two wholly owned subsidiaries, Assure Neuromonitoring, LLC (“Assure Neuromonitoring”) and Assure Networks, LLC (“Assure Networks”), provides technical and professional intraoperative neuromonitoring (“IONM”) surgical support services for neurosurgery, spine, cardiovascular, orthopedic, ear, nose, and throat, and other surgical procedures that place the nervous system at risk. interoperative neurophysiologists (“INP”) electroencephalographic ( electromyography (“ Assure Networks performs similar support services as Assure Neuromonitoring except that these services are provided by employed or third party contracted neurologists or certified readers. The support service provided by the neurologist occurs at an offsite location at the same time and for the same surgery as the support services provided by the interoperative neurophysiologist. 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 The Company’s commitment to the health, well-being and peace of mind of our employees and the people we serve remains our focus as the pandemic environment evolves. We continue to leverage our resources, expertise, data, and actionable intelligence to assist customers, clients and care providers throughout this time. The situation surrounding COVID-19 remains fluid with continued uncertainty and a wide range of potential outcomes. We continue to actively manage our response and assess impacts to our financial position and operating results, as well as mitigate adverse developments in our business. 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 filed on March 14, 2022. | 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 accreditation 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 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 . |
BASIS OF PRESENTATION_2
BASIS OF PRESENTATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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, 2022, as compared to the significant accounting policies disclosed in the 10-K for the year ended December 31, 2021 as filed on March 14, 2022. Common Stock Reverse Split During September 2021, the Company effectuated a five Reclassifications Certain amounts for the three and nine months ended September 30, 2021 have been reclassified to conform to the 2022 presentation. | 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. Common Stock Reverse 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 11 for additional discussion. Reclassifications Certain amounts for the year ended December 31, 2020 have been reclassified to conform to the 2021 presentation, |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 or 2020. 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. 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, 2021 and 2020. 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, 2021 and 2020. 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 non-lease 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 and Collection Cycle The Company recognizes revenue primarily from fees for IONM services provided. Revenue is recognized at a point in time upon satisfaction of the Company’s performance obligation to a customer, which is at the time of service. Revenue is based on the Company’s best estimate of the transaction price the Company expects to receive in exchange for the services rendered. Our estimate of the transaction price includes estimates of price concessions for such items as contractual allowances from third-party payors, potential adjustments that may arise from payment, and uncollectible amounts. The Company performs a collection analysis for out-of-network billings to private insurance companies and adjusts its estimated transaction price if the collection rate is different from the amount recorded in previous periods. Historically, this analysis is performed quarterly. The cash collection cycles of the Company are protracted due to the majority of its revenue being billed to third-party commercial 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 technical and professional service revenues. 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. Based on the Company’s historical experience, claims generally become uncollectible once they are aged greater than 24 months; as such, included in the Company’s allowance for implicit price concessions is an estimate of the likelihood that a portion of the Company’s accounts receivable may become uncollectible due to age. The Company continues collection efforts on claims aged over 24 months. Collections on claims are recorded as revenue in the period received as such collections represent a subsequent change to the initial estimation of the transaction price. Technical and professional service revenue Technical and professional service revenue is recognized at a point in time in which performance obligations are satisfied at the amount that reflects the consideration to which the Company expects to be entitled. Performance obligations are satisfied when IONM services are rendered. The majority of the Company’s services are rendered on an out-of-network basis and billed to third party commercial insurers. Since allowable charges for services rendered out-of-network are not explicitly identified in the contract, the Company determines the transaction price based on standard charges for services provided, reduced by an estimate of contractual adjustments and implicit price concessions 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 receivable. 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. For services rendered to patients that have insurance coverage and that the Company has an in-network contract with, the Company. Other revenue The Company recognizes revenue from managed service arrangements on a contractual basis. Revenue is recorded when the Company has completed its performance obligations, which is the time of service. 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. 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. Recently Adopted Accounting Pronouncements On December 18, 2019, FASB released ASU 2019-12, “ Simplifying the Accounting for Income Taxes |
REVENUE_2
REVENUE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
REVENUE | ||
REVENUE | 3. REVENUE The Company disaggregates revenue from contracts with customers by revenue stream as this depicts the nature, amount, timing and uncertainty of its revenue and cash flows as affected by economic factors. Commercial insurance consists of neuromonitoring cases whereby a patient has healthcare insurance. Facility billing consists of neuromonitoring cases whereby the company has an agreement with the facility for services. In these cases, the hospital’s patient may be uninsured or have government insurance. The Company’s revenue disaggregated by payor is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Commercial insurance $ 4,283 $ 6,164 $ 6,801 $ 12,507 Facility billing 1,185 995 3,457 2,846 Managed service agreements 400 965 1,247 3,024 Other 336 422 1,045 1,156 Total $ 6,204 $ 8,546 $ 12,550 $ 19,533 Accounts Receivable A summary of the accounts receivable, net, by revenue stream is as follows (in thousands): September 30, December 31, 2022 2021 Technical service $ 9,539 $ 18,904 Professional service 10,971 8,209 Other 350 697 Total accounts receivable, net $ 20,860 $ 27,810 The concentration of accounts receivable, net, by payor as a percentage of total accounts receivable is as follows: As of September 30, As of December 31, 2022 2021 Commercial insurance 91 % 91 % Facility billing 6 % 2 % Other 3 % 7 % Total 100 % 100 % | 4. REVENUE The Company disaggregates revenue from contracts with customers by revenue stream as this depicts the nature, amount, timing and uncertainty of its revenue and cash flows as affected by economic factors. Commercial insurance consists of all Neuromonitoring cases whereby a patient has healthcare insurance. Facility billing consists of services related to uninsured or government patients whereby the Company has an agreement with the facility for services for the patient and other contracted agreements with facilities. The Company’s revenue disaggregated by payor is as follows (stated in thousands): Year Ended December 31, 2021 2020 Commercial insurance $ 20,792 $ (3,830) Facility billing 3,879 1,942 Managed service agreements 3,044 4,209 Other 1,477 1,203 Total $ 29,192 $ 3,524 Quarterly Period Collection Experience for 2020 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 Accounts Receivable A summary of the accounts receivable by revenue stream is as follows (stated in thousands): December 31, 2021 2020 Accounts receivable, net: Technical service $ 18,904 $ 12,436 Professional service 8,209 2,142 Other 697 387 Total accounts receivable, net $ 27,810 $ 14,965 The concentration of accounts receivable by payor as a percentage of total accounts receivable is as follows: December 31, 2021 2020 Accounts receivable Commercial insurance 91 % 91 % Facility billing 2 % 1 % Managed service agreements 3 % 8 % Other 4 % — % Total 100 % 100 % |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY, PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consisted of the following (stated in thousands): December 31, 2021 2020 Medical equipment $ 347 $ 588 Computer equipment 43 43 Furniture and fixtures 69 69 Gross property, plant and equipment 459 700 Less: Accumulated depreciation and amortization (374) (344) Property, plant and equipment, net $ 85 $ 356 Depreciation expense related to equipment and furniture and fixtures was $102 thousand and $172 thousand for the years ended December 31, 2021 and 2020, respectively. The decrease in medical equipment from 2020 to 2021 is related to equipment leases that are categorized as right of use assets in 2021. |
LEASES_2
LEASES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
LEASES | ||
LEASES | 4. 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 an operating lease which expires October 31, 2025. The incremental borrowing rate for this lease was 10%. Finance leases The Company leases medical equipment under various financing leases with stated interest rates ranging from 5.2% — 13.4% 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, 2022 and December 31, 2021 (in thousands): September 30, December 31, 2022 2021 Operating $ 725 $ 956 Finance 469 743 Total $ 1,194 $ 1,699 Finance lease assets are reported net of accumulated amortization of $2.3 million and $2.0 million as of September 30, 2022 and December 31, 2021, respectively. The following are the components of lease cost for operating and finance leases (in thousands): Nine Months Ended September 30, 2022 2021 Lease cost: Operating leases: Amortization of ROU assets $ 231 $ 227 Interest on lease liabilities 68 — Total operating lease cost 299 227 Finance leases: Amortization of ROU assets 353 372 Interest on lease liabilities 64 69 Total finance lease cost 417 441 Total lease cost $ 716 $ 668 The following are the weighted average lease terms and discount rates for operating and finance leases: As of As of September 30, 2022 September 30, 2021 Weighted average remaining lease term (years): Operating leases 3.0 — Finance leases 2.6 3.1 Weighted average discount rate (%): Operating leases 10.0 — Finance leases 7.8 8.1 The Company acquired ROU assets in exchange for lease liabilities of $79 thousand upon commencement of finance leases during the nine months ended September 30, 2022. Future minimum lease payments and related lease liabilities as of September 30, 2022 were as follows (in thousands): Total Operating Finance Lease Leases Leases Liabilities Remainder of 2022 $ 84 $ 165 $ 249 2023 303 360 663 2024 328 268 596 2025 279 152 431 2026 — 23 23 Total lease payments 994 968 1,962 Less: imputed interest (145) (93) (238) Present value of lease liabilities 849 875 1,724 Less: current portion of lease liabilities 231 391 622 Noncurrent lease liabilities $ 618 $ 484 $ 1,102 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 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 leased corporate office facilities under two operating sub-leases which expired June 30, 2021. The Company continued the lease under a month-to-month lease arrangement through November 2021. During November 2021, the Company entered into a new lease for corporate office facilities commencing December 1, 2021 which expires on October 31, 2025. The incremental borrowing rate for this lease was 10%. Finance leases The Company leases medical equipment under financing leases with stated interest rates ranging from 6.5% — 13.4% per annum which expire at various dates through 2026. The consolidated balance sheets include the following amounts for ROU assets as of December 31, 2021 and 2020 (stated in thousands): December 31, 2021 2020 Operating $ 956 $ 124 Finance 743 608 Total $ 1,699 $ 732 Finance lease assets are reported net of accumulated amortization of $2.0 million and $1.3 million as of December 31, 2021 and 2020, respectively. The following are the components of lease cost for operating and finance leases (stated in thousands): Year Ended December 31, 2021 2020 Lease cost: Operating leases: Amortization of ROU assets $ 124 $ 212 Interest on lease liabilities — 15 Total operating lease cost 124 227 Finance leases: Amortization of ROU assets 381 371 Interest on lease liabilities 67 64 Total finance lease cost 448 435 Total lease cost $ 572 $ 662 As stated above, the operating lease terminated June 2021. The Company incurred rent expense of The following are the weighted average lease terms and discount rates for operating and finance leases: As of As of December 31, 2021 December 31, 2020 Weighted average remaining lease term (years): Operating leases 3.8 0.5 Finance leases 2.9 3.3 Weighted average discount rate: Operating leases 10.0 6.9 Finance leases 8.0 7.9 The Company obtained ROU assets in exchange for lease liabilities of $1.4 million and $513 thousand upon commencement of finance leases during the year ended December 31, 2021 and 2020, respectively. Future minimum lease payments and related lease liabilities as of December 31, 2021 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2022 $ 295 $ 623 $ 918 2023 303 306 609 2024 328 239 567 2025 278 148 426 2026 — 23 23 Thereafter — — — Total lease payments 1,204 1,339 2,543 Less: imputed interest (212) (147) (359) Present value of lease liabilities 992 1,192 2,184 Less: current portion of lease liabilities 153 549 702 Noncurrent lease liabilities $ 839 $ 643 $ 1,482 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. |
ACQUISITIONS AND INTANGIBLES
ACQUISITIONS AND INTANGIBLES | 12 Months Ended |
Dec. 31, 2021 | |
ACQUISITIONS AND INTANGIBLES | |
ACQUISITIONS AND INTANGIBLES | 7. ACQUISITIONS AND INTANGIBLES 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 million and was funded via promissory notes of $6 million (“$6 Million Note”) and $1 million (“$1 Million Note”) maturing November 29, 2019 and November 1, 2020, respectively, with the Sellers. Both promissory notes bore interest at the IRS Applicable Federal Rate. 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 100,000 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 were issued as of December 31, 2021. 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. Purchase price consideration: Promissory notes, at fair value $ 7,151 Common share 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 Sentry Neuromonitoring 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 following table summarizes the allocation of the total consideration to the assets acquired and liabilities assumed as of the date of the acquisition (stated in thousands): 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: 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 Goodwill 1,591 Total $ 3,400 |
INTANGIBLES AND GOODWILL
INTANGIBLES AND GOODWILL | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLES AND GOODWILL | |
INTANGIBLES AND GOODWILL | 8. INTANGIBLES AND GOODWILL Goodwill As a result of the acquisitions discussed in Note 7, the Company has goodwill of $4.4 million and $2.9 million as of December 31, 2021 and 2020, respectively. Intangibles Identified intangible assets consisted of the following (stated in thousands): December 31, 2021 2020 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 (1,013) (547) Finite-lived intangible assets, net 3,532 3,998 Indefinite-lived intangible assets Tradenames 117 117 Total intangible assets $ 3,649 $ 4,115 Amortization expense was $466 thousand and $472 thousand for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the estimated future amortization expense of finite-lived intangible assets was as follows (stated in thousands): 2022 $ 451 2023 451 2024 451 2025 451 2026 451 Thereafter 1,277 $ 3,532 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consisted of the following (stated in thousands): December 31, 2021 2020 Accounts payable $ 1,236 $ 1,592 Accrued salaries and benefits 552 1,163 Other accrued liabilities 406 116 Accounts payable and accrued liabilities $ 2,194 $ 2,871 |
DEBT_2
DEBT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
DEBT | ||
DEBT | 5. DEBT The Company’s debt obligations are summarized as follows: September 30, December 31, 2022 2021 Paycheck Protection Program loan $ — $ 1,687 Face value of convertible debenture 3,450 3,450 Less: principal converted to common shares (60) (60) Less: deemed fair value ascribed to conversion feature and warrants (1,523) (1,523) Plus: accretion of implied interest 990 705 Total convertible debt 2,857 2,572 Face value of Centurion debenture 11,000 11,000 Less: deemed fair value ascribed to warrants (1,204) (1,204) Plus: accretion of implied interest 402 176 Less: net debt issuance costs (427) (547) Total Centurion debt 9,771 9,425 Total debt 12,628 13,684 Less: current portion of debt — (515) Long-term debt $ 12,628 $ 13,169 During the nine months ended September 30, 2022, the Company recognized a gain of $1.7 million related to the January 2022 forgiveness of the balance of the Paycheck Protection Program loan. The following table depicts accretion expense and interest expense (excluding debt issuance cost amortization) related to the Company’s debt obligations for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Accretion expense Convertible debenture $ 95 $ 95 $ 285 $ 285 Centurion debenture 75 76 226 101 $ 170 $ 171 $ 511 $ 386 Interest paid Convertible debenture $ — $ — $ 221 $ 220 Centurion debenture 324 190 872 236 $ 324 $ 190 $ 1,093 $ 456 As of September 30, 2022, future minimum principal payments are summarized as follows (in thousands): Convertible Debt Debenture Remainder of 2022 $ — $ — 2023 965 — 2024 2,425 — 2025 — 11,000 Total 3,390 11,000 Less: fair value ascribed to conversion feature and warrants (1,523) (1,204) Plus: accretion and implied interest 990 402 Less: net debt issuance costs — (427) $ 2,857 $ 9,771 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, with an original maturity date of February 25, 2026 (the “PPP Loan”). The PPP Loan carried 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 was 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. 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 24-week period following the loan origination date and the proceeds of the PPP Loan were 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 submitted its application for forgiveness of the PPP Loan during the fourth quarter of 2021 and in January 2022, the Company received forgiveness of the $1.7 million PPP Loan resulting in no balance due. Convertible Debt From November 2019 through May 2020, the Company closed multiple non-brokered private placements of convertible debenture units (“CD Unit”) for gross proceeds of $3.5 million. Each CD Unit was offered at a price of $1. Each CD Unit included, among other things, one common share purchase warrant that allows the holder to purchase shares of the Company’s common stock at prices ranging from $5.00 to $9.50 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 prices ranging from $3.35 to $7.00 per share for a period of four years. The CD Units carry a 9% coupon rate. The fair value of the convertible debt was determined to be $1.7 million, the conversion feature $1.2 million and the warrants $600 thousand. The difference between the fair value of the debt of $1.7 million and the face value of convertible debt of $3.5 million will be accreted over the four-year life of the CD Units. Centurion Debt In June 2021, Assure issued a debenture to Centurion (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”). Additionally, the Company issued 275,000 warrants with an exercise price of $7.55 which expire on June 14, 2025. During November 2021, the Company and Centurion entered into an amendment to allow the Senior Short Term Acquisition Line to be utilized for organic growth and general working capital purposes. Under the terms and conditions of the debt arrangement, Centurion temporarily modified their debt covenant calculations to allow bad debt expense to be excluded for the first and second quarter of 2022. The Company’s was in compliance with the debt covenants as of September 30, 2022. The Credit Facility matures in June 2025 and bears interest at the rate of the greater of 9.50% or the Royal Bank of Canada Prime Rate plus 7.05% per annum. The fair value of the Debenture was determined to be $6.8 million and the warrants $1.2 million. The difference between the fair value of the debt of $6.8 million and the face value of the Debenture of $8.0 million will be accreted over the four-year term of the Debenture. | 10. DEBT As of December 31, 2021 and 2020, the Company’s debt obligations are summarized as follows (stated in thousands): December 31, December 31, 2021 2020 Central Bank line of credit $ — $ 1,978 Central Bank promissory note — 2,122 Paycheck Protection Program loan 1,687 — Total 1,687 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 705 324 Total convertible debt 2,572 2,251 Face value of Centurion debenture 11,000 — Less: deemed fair value ascribed to warrants (1,204) — Plus: accretion of implied interest 176 — Less: net debt issuance costs (547) — Total Centurion debt 9,425 — Total debt 13,684 6,351 Less: current portion of debt (515) (4,100) Long-term debt $ 13,169 $ 2,251 As of December 31, 2021, future minimum principal payments are summarized as follows (stated in thousands): PPP Convertible Bank Loan Debt Indebtedness 2022 $ 515 $ — $ — 2023 372 965 — 2024 372 2,425 — 2025 372 — 11,000 2026 56 — — Thereafter — — — Total 1,687 3,390 11,000 Less: fair value ascribed to conversion feature and warrants — (1,523) (1,204) Plus: accretion and implied interest — 705 176 Less: net debt issuance costs — — (547) $ 1,687 $ 2,572 $ 9,425 Central 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 had 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 had not demanded repayment of amounts advanced under the Loan Facility. As a result of this notice of default, the Company classified the entire outstanding balance of the Loan Facility as a current liability as of December 31, 2020. The Loan Facility was repaid during the year ended December 31, 2021, in connection with the issuance of the Debenture (discussed below). As a result of the repayment, all agreements with Central Bank were terminated. For the year ended December 31, 2021 and 2020, interest expense of $99 thousand and $138 thousand, respectively, was incurred related to bank indebtedness. 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 i submitted its application for forgiveness of the PPP promissory note during the fourth quarter of 2021. During January 2022, the Company received forgiveness of the $1.7 million PPP promissory note. 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 68,901 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, 72 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $9.50 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 $7.00 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-year life of the CD Units. The finders’ received $67 thousand and 9,650 warrants to purchase shares of the Company’s common stock at a price of $9.50 per share for three years. 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, 72 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $9.50 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 $7.00 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 11,260 warrants to purchase shares of the Company’s common stock at a price of $9.50 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 life of the CD Units. The fair value of the third tranche of debt was determined to be $483 thousand, the conversion feature $291 thousand and the warrants $112 thousand. The difference between the fair value of the debt of $483 thousand and the face value of debt of $886 thousand will be accreted as interest expense over the four-year life of the CD Units. The fair value of the fourth tranche of debt was determined to be $159 thousand, the conversion feature $96 thousand and the warrants $45 thousand. The difference between the fair value of the debt of $159 thousand and the face value of debt of $300 thousand will be accreted as interest expense over the four-year life of the CD Units. The value of the conversion feature and the warrants is recorded to additional paid-in capital as the equity component of convertible debt issuance. 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, 200 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $5.00 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 $3.35 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 6,895 warrants to purchase shares of the Company’s common stock at a price of $3.35 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 life of the CD Units. The value of the conversion feature and the warrants is recorded to additional paid-in capital as the equity component of convertible debt issuance. For the year ended December 31, 2021 and 2020, interest expense of $474 thousand and $286 thousand, respectively, was incurred related to Convertible Debt. 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. During November 2021, the Company and Centurion entered into an amended to allow the Senior Short Term Acquisition Line to be utilized for organic growth and general working capital purposes. 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. For the year ended December 31, 2021, interest expense of $456 thousand was incurred related to the Debenture. 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 $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. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
SHARE CAPITAL | ||
SHAREHOLDERS' EQUITY | 6. SHARE CAPITAL Common stock Common stock: 180,000,000 authorized; $0.001 par value. As of September 30, 2022, and December 31, 2021, there were 18,512,605 and 12,918,866 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. 2022 Equity Financing In August 2022, the Company completed an underwritten public offering with gross proceeds to the Company of approximately $6.2 million, before deducting underwriting discounts and other estimated expenses payable by the Company. Under the offering 5,576,087 common shares were issued at a price to the public of $1.12 per share. The Company is utilizing the net proceeds from this offering for general corporate purposes, including, but not limited to, repayment of indebtedness and increasing working capital expenditures. In addition, the Company granted the underwriter a 45-day Stock options In November 2021, the Company adopted and approved the 2021 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan. The intent of the Company and the Board is that while the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan will continue in existence in relation to the options and awards previously granted, the Board will not grant future options or awards thereunder. Instead, only the 2021 Stock Incentive Plan will be used for the grant of options and awards to eligible participants. As of September 30, 2022, an aggregate of 1,870,000 shares of common stock were available for issuance under the 2021 Stock Option Plan. As of September 30, 2022, no transactions have occurred under the 2021 Employee Stock Purchase Plan. 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, 2021 1,204,233 $ 5.56 3.6 Options granted 130,000 $ 5.16 Options exercised (800) $ 5.04 Options canceled / expired (103,633) $ 5.45 Balance at September 30, 2022 1,229,800 $ 4.98 3.0 $ 78 Vested and exercisable at September 30, 2022 882,542 $ 5.14 2.3 $ 78 The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at September 30, 2022: 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 2.9 $ 0.25 200,000 $ 0.25 12,000 0.1 $ 14.00 12,000 $ 14.00 15,000 5.3 $ 9.00 15,000 $ 9.00 85,000 1.0 $ 9.00 85,000 $ 9.00 145,800 1.3 $ 7.80 145,800 $ 7.80 73,900 2.0 $ 6.40 64,047 $ 6.40 83,000 3.2 $ 4.85 49,800 $ 4.85 278,100 3.3 $ 5.30 166,860 $ 5.30 30,000 3.5 $ 5.60 14,000 $ 5.60 177,000 4.0 $ 7.65 86,702 $ 7.65 130,000 4.4 $ 5.16 43,333 $ 5.16 1,229,800 3.0 $ 4.98 882,542 $ 5.14 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 is 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, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Expected life (in years) 5.0 5.0 Risk-free interest rate 1.7 % 0.4 % Dividend yield — % — % Expected volatility 132 % 91 % Stock-based compensation (benefit) expense for the three months ended September 30, 2022 and 2021 was $(108) thousand and $210 thousand, respectively. The stock-based compensation benefit for the three months ended September 30, 2022 was related to the reversal of expense due to stock option forfeitures and cancellations. Stock-based compensation expense for the nine months ended September 30, 2022 and 2021 was $464 thousand and $818 thousand, respectively. As of September 30, 2022, there was approximately $1.0 million of total unrecognized compensation cost related to 347,258 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 3.2 years. Derivative Liability Stock options granted to consultants that have an exercise price that 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 after the initial recognition is recorded as a component of other income, net in the consolidated statements of operations. These stock options expired, unexercised during October 2022. There were no stock options granted to consultants during the nine months ended September 30, 2022 and 2021 that required recurring fair value adjustments. Changes in the Company’s stock option liability for the nine months ended September 30, 2022, was as follows (stated in thousands): Balance at December 31, 2021 $ 25 Gain on revaluation 25 Balance at September 30, 2022 $ — The assumptions used for the Black-Scholes Option Pricing Model to revalue the stock options granted to consultants as of September 30, 2022 and December 31, 2021 were as follows: As of September 30, As of December 31, 2022 2021 Risk free rate of return 2.8 % 0.4 % Expected life 0.1 years 1.8 years Expected volatility 99 % 186 % Expected dividend per share nil nil Warrants As of September 30, 2022, and December 31, 2021, there were 3,940,006 warrants outstanding. The following table summarizes warrants issued by transaction type: Number of Warrants outstanding Convertible debt, warrants issued (Note 5) 380,874 Debenture, warrants issued (Note 5) 275,000 July 2020 private placement, warrants issued (1) 12,592 December 2020 equity financing warrants issued (1) 3,271,540 Total warrant outstanding 3,940,006 (1) For a complete discussion of the warrants issued during July and December 2020, see Note 11 to the consolidated financial statement for the year ended December 31, 2021 as filed on Form 10-K on March 14, 2022. | 11. SHAREHOLDERS’ EQUITY Common Shares The Company has 180,000,000 common shares authorized at $0.001 par value. As of December 31, 2021 and 2020, there were 12,918,866 and 11,275,788, respectively, common shares 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-K. 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 issuances 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 $4.05 and consisted of one Common Share and one During September 30, 2020, the Company issued 10,000 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 3,271,541 units of the Company at an issue price of $3.20 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 $3.90 per share for a period of five years from the date of issuance. Accordingly, the Company issued 3,271,541 shares of common stock and 3,271,541 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 95,291 shares of stock. In June 2021, 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. On November 15, 2021, the Company announced that it closed a brokered private placement of 909,262 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 participated in a subsequent offering to settle approximately $435 thousand of compensation at a market price of $6.19 per share. Convertible debt During the year ended December 31, 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 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”). On December 10, 2020, the Company’s shareholders approved the adoption of a new fixed equity incentive plan (the “ During November 2021, the Company has adopted and approved the 2021 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan. The intent of the Company and the Board is that while the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan will continue in existence in relation to the options and awards previously granted thereunder, the Board will not grant future options or awards thereunder. Instead, moving forward, only the 2021 Stock Incentive Plan will be used for the grant of options and awards to eligible participants thereunder. As of December 31, 2021, an aggregate of 2,000,000 shares of common stock were available for issuance under the 2021 Stock Option Plan. The Company has not granted any stock options under the 2021 Stock Option Plan as of December 31, 2021. As of December 31, 2021, no transactions have occurred under the 2021 Employee Stock Purchase Plan. 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, 2019 637,200 $ 5.60 4.62 Options granted 173,000 $ 4.75 Options exercised (10,000) $ 2.50 Options canceled / expired (51,600) $ 8.00 Balance at December 31, 2020 748,600 $ 5.25 4.0 Options granted 545,000 $ 6.17 Options exercised (3,000) $ 6.40 Options canceled / expired (86,367) $ 5.99 Balance at December 31, 2021 1,204,233 $ 5.56 3.6 $ 1,148 Vested and exercisable at December 31, 2021 729,687 $ 5.23 3.3 $ 1,081 The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at December 31, 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 3.7 $ 0.25 200,000 $ 0.25 12,000 0.8 $ 14.00 12,000 $ 14.00 15,000 6.1 $ 9.00 15,000 $ 9.00 85,000 1.8 $ 9.00 85,000 $ 9.00 146,800 2.0 $ 7.80 127,227 $ 7.80 81,100 2.8 $ 6.40 59,473 $ 6.40 40,000 3.7 $ 4.50 18,667 $ 4.50 93,000 4.0 $ 4.85 43,400 $ 4.85 307,000 4.1 $ 5.30 102,333 $ 5.30 30,000 4.3 $ 5.60 10,000 $ 5.60 194,333 4.8 $ 7.65 56,587 $ 7.65 1,204,233 3.6 $ 5.56 729,687 $ 5.23 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, 2021 and 2020: Year Ended December 31, 2021 2020 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 - 0.9 % 0.4 - 2.5 % Dividend yield — % — % Expected volatility 91 - 137 % 91 - 107 % Stock-based compensation expense recognized in our consolidated financial statements for the years ended December 31, 2021 and 2020 was $1.4 million and $548 thousand, respectively. As of December 31, 2021, there was approximately $1.4 million of total unrecognized compensation cost related to 474,546 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 3.8 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, 2021 and 2020 were as follows (stated in thousands): Balance at December 31, 2019 $ 66 Gain on revaluation (50) Balance at December 31, 2020 $ 16 Gain on revaluation (9) Balance at December 31, 2021 $ 25 The assumptions used for the Black-Scholes Option Pricing Model to revalue the stock options granted to consultants as of December 31, 2021 and 2020 were as follows: As of December 31, 2021 2020 Risk free rate of return 0.4 % 0.1 % Expected life 0.8 years 1.8 years Expected volatility 186 % 100 % Expected dividend per share nil nil There were no stock options granted to consultants during the years ended December 31, 2021 or 2020 that required recurring fair value adjustments. Warrants The following table details warrant activity for the years ended December 31, 2021 and 2020: Number of Warrants outstanding Balance at December 31, 2019 78,551 Convertible debt, warrants issued 302,322 Equity financing, warrants issued 3,284,133 Balance at December 31, 2020 3,665,006 Debenture, warrants issued (Note 4) 275,000 Balance at December 31, 2021 3,940,006 2020 Warrants As part of the 2020 convertible debt issuances (Note 10), the Company has issued 284,167 warrants to the convertible debt holders and 18,155 finders’ fee warrants. In conjunction with the June Offering, the Company issued 12,592 warrants. In conjunction with the December Financing, the Company issued 3,271,541 warrants. 2021 Warrants As part of the 2021 debenture issuance (Note 10), the Company issued 275,000 to the debenture holder. The assumptions used for the Black-Scholes Option Pricing model to value the 2021 and 2020 warrants were as follows: Year Ended Year Ended December 31, 2021 December 31, 2020 Risk free rate of return 0.56 % 0.39 % Expected life 4.0 years 5.0 years Expected volatility 90 % 90 % Expected dividend per share nil nil Exercise price $ 1.51 $ 0.78 Stock price $ 1.50 $ 0.96 |
LOSS PER SHARE
LOSS PER SHARE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
(LOSS) INCOME PER SHARE | ||
LOSS PER SHARE | 7. (LOSS) INCOME PER SHARE The following table sets forth the computation of basic and fully diluted (loss) income per share for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net (loss) income $ (1,433) $ 91 $ (8,618) $ (2,447) Basic weighted average common stock outstanding 15,220,948 11,838,032 13,686,686 11,528,371 Basic loss per share $ (0.09) $ 0.01 $ (0.63) $ (0.21) Net (loss) income $ (1,433) $ 91 $ (8,618) $ (2,447) Basic weighted average common shares outstanding 15,220,948 11,838,032 13,686,686 11,528,371 Dilutive effect of stock options and warrants — 3,886,071 — — Dilutive weighted average common stock outstanding 15,220,948 15,724,103 13,686,686 11,528,371 Diluted loss per share $ (0.09) $ 0.01 $ (0.63) $ (0.21) 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 882,582 and 227,893 shares of common stock and warrants to purchase 3,940,006 and 462,068 shares of common stock were outstanding at September 30, 2022 and 2021 that were not included in the computation of diluted weighted average common stock outstanding because their effect would have been anti-dilutive. | 12. LOSS PER SHARE The following table sets forth the computation of basic and fully diluted loss per common share for the years ended December 31, 2021 and 2020 (stated in thousands, except per share amounts): Year Ended December 31, 2021 2020 Net loss $ (2,756) $ (15,036) Basic weighted average common stock outstanding 11,725,422 7,246,625 Basic loss per share $ (0.24) $ (2.07) Net loss $ (2,756) $ (15,036) Dilutive weighted average common stock outstanding 11,725,422 7,246,625 Diluted loss per share $ (0.24) $ (2.07) Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net 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 1,204,233 and 748,600 common shares and warrants to purchase 3,940,006 and 3,665,006 common shares were outstanding at December 31, 2021 and 2020, respectively, 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, 2021 | |
INCOME TAXES | |
INCOME TAXES | 13. INCOME TAXES The following table sets forth income tax expense for the years ended December 31, 2021 and 2020 (stated in thousands): Years Ended December 31, 2021 2020 Income tax expense: Federal $ — $ — State 30 — 30 — Deferred tax benefit: Federal (707) (1,825) State (152) (360) (859) (2,185) Total income tax benefit $ (829) $ (2,185) The following table sets forth deferred tax assets and liabilities as of December 31, 2021 and 2020 (stated in thousands): Years Ended December 31, 2021 2020 Deferred Tax Assets (Liabilities): Noncurrent: Fixed assets $ (185) $ (219) Stock-based and performance share compensation. 1,977 2,286 Equity method investments (149) (187) Accrual to cash adjustment (7,549) (4,368) Net operating loss and carryforward 5,762 2,211 Intangibles (34) (10) Debt issuance costs 20 32 Accretion expense (443) (344) Deferred Tax Liabilities, net $ (601) $ (599) The following table sets forth the effective tax rate reconciliation for the years ended December 31, 2021 and 2020 (stated in thousands): Years Ended December 31, 2021 2020 Reconciliation of effective tax rate: Federal taxes at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 2.8 % 4.4 % Permanent items (0.8) % 0.9 % Performance shares — % (13.7) % Provision to return adjustment and other (2.3) % 0.1 % Change in rate 3.8 % (0.4) % NOL carryback difference (1.4) % 0.3 % Effective income tax rate 23.1 % 12.6 % The Company had an effective tax rate of 23.1% and 12.6% for the years ended December 31, 2021 and 2020, respectively. At December 31, 2021, $23.5 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, 2021. 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, 2021 | |
EQUITY METHOD INVESTMENT | |
EQUITY METHOD INVESTMENT | 14. 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, 2021 and 2020 (stated in thousands). Balance, December 31, 2019 $ 2,360 Share of losses (1,194) Distributions (558) Balance, December 31, 2020 $ 608 Share of losses 225 Distributions (308) Balance, December 31, 2021 $ 525 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 15. 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 250,000 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 50,000 common shares. These shares were settled during the year ended December 31, 2021. Compensation to family members of the Company’s Founder for business development services and patient advocate services rendered during the years ended December 31, 2021 and 2020, totaled $331 thousand and $299 thousand, respectively. In August 2020, the Company entered into a $6.5 million Loan Facility (as defined in Note 10) 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, 2021 | |
401K PLAN | |
401K PLAN | 16. 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 $467 thousand and $409 thousand for the years ended December 31, 2021 and 2020, respectively. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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. In April 2022, the U.S. Department of Justice (“DOJ)” issued Civil Investigative Demands which seek information with respect to a civil investigation under the Anti-kickback Statute and the False Claims Act. We voluntarily contacted the DOJ offering to provide any materials needed in the investigation and to answer any questions. While our policy during the relevant time was to not seek payments from federal health care programs, the third-party billing company we used at that time submitted some claims to Medicare Advantage plans administered by commercial insurance companies. We have worked diligently to ensure that payments from Medicare Advantage plans have been returned to the commercial insurance companies and we believe we have returned substantially all such payments that we have discovered to date, totaling approximately $450 thousand. The DOJ has not made any allegations in the investigation, and we are currently unable to predict the eventual scope, ultimate timing, or outcome of this investigation. As a result, we are unable to estimate the amount or range of any potential loss, if any, arising from this investigation. | 17. 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 in the issuance of 1,000,000 shares of common stock governed by the vesting provisions of restricted stock award agreements, which 1,000,000 shares vested upon the Company’s listing on the Nasdaq Capital Market on September 29, 2021. During the first half of 2021, the Company settled the remaining 200,000 performance shares. |
QUARTERLY DATA (unaudited)
QUARTERLY DATA (unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
QUARTERLY DATA (unaudited) | |
QUARTERLY DATA (unaudited) | 18. QUARTERLY DATA (unaudited) The following table sets for the revenue and net income (loss) for each of the three-month periods indicated: December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 Revenue, net of accounts receivable valuation allowance $ 9,659 $ 8,546 $ 6,222 $ 4,765 Net income/(loss) before tax (395) 249 (1,781) (1,658) 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) |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS. | ||
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENT On October 11, 2022, Assure Holdings Corp. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Notice”). The Notice has no immediate effect on the continued listing status of the Company's Common Stock on The Nasdaq Capital Market, and, therefore, the Company's listing remains fully effective. The Company is provided a compliance period of 180 calendar days from the date of the Notice, or until April 10, 2023, to regain compliance with the minimum closing bid requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). If at any time before April 10, 2023, the closing bid price of the Company’s Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(G) to 20 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be resolved. If the Company does not regain compliance during the compliance period ending April 10, 2023, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, provided the Company meets the continued listing requirement for market value of publicly-held shares and all other initial listing standards for The Nasdaq Capital Market, other than the minimum closing bid price requirement, and notifies Nasdaq of its intent to cure the deficiency. The Company will continue to monitor the closing bid price of its Common Stock and seek to regain compliance with all applicable Nasdaq requirements within the allotted compliance periods. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company's Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the minimum bid price requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance or maintain compliance with the other Nasdaq listing requirements. | 19. SUBSEQUENT EVENTS As of February 7, 2022, the Company voluntarily delisted from the TSX-V. During January 2022, the Company received notice that its Paycheck Protection Plan loan in the amount of $1.7 million was forgiven. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 or 2020. |
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. |
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, 2021 and 2020. 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, 2021 and 2020. |
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 non-lease 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 and Collection Cycle | Revenue Recognition and Collection Cycle The Company recognizes revenue primarily from fees for IONM services provided. Revenue is recognized at a point in time upon satisfaction of the Company’s performance obligation to a customer, which is at the time of service. Revenue is based on the Company’s best estimate of the transaction price the Company expects to receive in exchange for the services rendered. Our estimate of the transaction price includes estimates of price concessions for such items as contractual allowances from third-party payors, potential adjustments that may arise from payment, and uncollectible amounts. The Company performs a collection analysis for out-of-network billings to private insurance companies and adjusts its estimated transaction price if the collection rate is different from the amount recorded in previous periods. Historically, this analysis is performed quarterly. The cash collection cycles of the Company are protracted due to the majority of its revenue being billed to third-party commercial 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 technical and professional service revenues. 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. Based on the Company’s historical experience, claims generally become uncollectible once they are aged greater than 24 months; as such, included in the Company’s allowance for implicit price concessions is an estimate of the likelihood that a portion of the Company’s accounts receivable may become uncollectible due to age. The Company continues collection efforts on claims aged over 24 months. Collections on claims are recorded as revenue in the period received as such collections represent a subsequent change to the initial estimation of the transaction price. Technical and professional service revenue Technical and professional service revenue is recognized at a point in time in which performance obligations are satisfied at the amount that reflects the consideration to which the Company expects to be entitled. Performance obligations are satisfied when IONM services are rendered. The majority of the Company’s services are rendered on an out-of-network basis and billed to third party commercial insurers. Since allowable charges for services rendered out-of-network are not explicitly identified in the contract, the Company determines the transaction price based on standard charges for services provided, reduced by an estimate of contractual adjustments and implicit price concessions 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 receivable. 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. For services rendered to patients that have insurance coverage and that the Company has an in-network contract with, the Company. Other revenue The Company recognizes revenue from managed service arrangements on a contractual basis. Revenue is recorded when the Company has completed its performance obligations, which is the time of service. |
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. |
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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On December 18, 2019, FASB released ASU 2019-12, “ Simplifying the Accounting for Income Taxes |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of estimated useful lives of finite lived intangible assets | Doctor agreements 10 years Noncompete agreements 2 years |
Schedule 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)_2
REVENUE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
REVENUE | ||
Schedule of revenue disaggregated by payor | The Company’s revenue disaggregated by payor is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Commercial insurance $ 4,283 $ 6,164 $ 6,801 $ 12,507 Facility billing 1,185 995 3,457 2,846 Managed service agreements 400 965 1,247 3,024 Other 336 422 1,045 1,156 Total $ 6,204 $ 8,546 $ 12,550 $ 19,533 | The Company’s revenue disaggregated by payor is as follows (stated in thousands): Year Ended December 31, 2021 2020 Commercial insurance $ 20,792 $ (3,830) Facility billing 3,879 1,942 Managed service agreements 3,044 4,209 Other 1,477 1,203 Total $ 29,192 $ 3,524 |
Summary of accounts receivable activity | A summary of the accounts receivable, net, by revenue stream is as follows (in thousands): September 30, December 31, 2022 2021 Technical service $ 9,539 $ 18,904 Professional service 10,971 8,209 Other 350 697 Total accounts receivable, net $ 20,860 $ 27,810 | A summary of the accounts receivable by revenue stream is as follows (stated in thousands): December 31, 2021 2020 Accounts receivable, net: Technical service $ 18,904 $ 12,436 Professional service 8,209 2,142 Other 697 387 Total accounts receivable, net $ 27,810 $ 14,965 |
Schedule of concentration of accounts receivable by revenue stream as a percentage of total accounts receivable | As of September 30, As of December 31, 2022 2021 Commercial insurance 91 % 91 % Facility billing 6 % 2 % Other 3 % 7 % Total 100 % 100 % | December 31, 2021 2020 Accounts receivable Commercial insurance 91 % 91 % Facility billing 2 % 1 % Managed service agreements 3 % 8 % Other 4 % — % Total 100 % 100 % |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment, net | Property, plant and equipment, net, consisted of the following (stated in thousands): December 31, 2021 2020 Medical equipment $ 347 $ 588 Computer equipment 43 43 Furniture and fixtures 69 69 Gross property, plant and equipment 459 700 Less: Accumulated depreciation and amortization (374) (344) Property, plant and equipment, net $ 85 $ 356 |
LEASES (Tables)_2
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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, 2022 and December 31, 2021 (in thousands): September 30, December 31, 2022 2021 Operating $ 725 $ 956 Finance 469 743 Total $ 1,194 $ 1,699 | The consolidated balance sheets include the following amounts for ROU assets as of December 31, 2021 and 2020 (stated in thousands): December 31, 2021 2020 Operating $ 956 $ 124 Finance 743 608 Total $ 1,699 $ 732 |
Schedule of components of lease cost | The following are the components of lease cost for operating and finance leases (in thousands): Nine Months Ended September 30, 2022 2021 Lease cost: Operating leases: Amortization of ROU assets $ 231 $ 227 Interest on lease liabilities 68 — Total operating lease cost 299 227 Finance leases: Amortization of ROU assets 353 372 Interest on lease liabilities 64 69 Total finance lease cost 417 441 Total lease cost $ 716 $ 668 | The following are the components of lease cost for operating and finance leases (stated in thousands): Year Ended December 31, 2021 2020 Lease cost: Operating leases: Amortization of ROU assets $ 124 $ 212 Interest on lease liabilities — 15 Total operating lease cost 124 227 Finance leases: Amortization of ROU assets 381 371 Interest on lease liabilities 67 64 Total finance lease cost 448 435 Total lease cost $ 572 $ 662 |
Schedule of weighted average lease terms and discount rates for operating and finance leases | As of As of September 30, 2022 September 30, 2021 Weighted average remaining lease term (years): Operating leases 3.0 — Finance leases 2.6 3.1 Weighted average discount rate (%): Operating leases 10.0 — Finance leases 7.8 8.1 | As of As of December 31, 2021 December 31, 2020 Weighted average remaining lease term (years): Operating leases 3.8 0.5 Finance leases 2.9 3.3 Weighted average discount rate: Operating leases 10.0 6.9 Finance leases 8.0 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 December 31, 2021 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2022 $ 295 $ 623 $ 918 2023 303 306 609 2024 328 239 567 2025 278 148 426 2026 — 23 23 Thereafter — — — Total lease payments 1,204 1,339 2,543 Less: imputed interest (212) (147) (359) Present value of lease liabilities 992 1,192 2,184 Less: current portion of lease liabilities 153 549 702 Noncurrent lease liabilities $ 839 $ 643 $ 1,482 | |
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, 2022 were as follows (in thousands): Total Operating Finance Lease Leases Leases Liabilities Remainder of 2022 $ 84 $ 165 $ 249 2023 303 360 663 2024 328 268 596 2025 279 152 431 2026 — 23 23 Total lease payments 994 968 1,962 Less: imputed interest (145) (93) (238) Present value of lease liabilities 849 875 1,724 Less: current portion of lease liabilities 231 391 622 Noncurrent lease liabilities $ 618 $ 484 $ 1,102 | Future minimum lease payments and related lease liabilities as of December 31, 2021 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2022 $ 295 $ 623 $ 918 2023 303 306 609 2024 328 239 567 2025 278 148 426 2026 — 23 23 Thereafter — — — Total lease payments 1,204 1,339 2,543 Less: imputed interest (212) (147) (359) Present value of lease liabilities 992 1,192 2,184 Less: current portion of lease liabilities 153 549 702 Noncurrent lease liabilities $ 839 $ 643 $ 1,482 |
ACQUISITIONS AND INTANGIBLES (T
ACQUISITIONS AND INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Sentry Neuromonitoring, LLC | |
Business Acquisition [Line Items] | |
Schedule of allocated assets and liabilities based upon fair values | 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: 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 Goodwill 1,591 Total $ 3,400 |
Neuro Pro Monitoring | |
Business Acquisition [Line Items] | |
Schedule of allocated assets and liabilities based upon fair values | Purchase price consideration: Promissory notes, at fair value $ 7,151 Common share 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 |
INTANGIBLES AND GOODWILL (Table
INTANGIBLES AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLES AND GOODWILL | |
Schedule of identified intangible assets | Identified intangible assets consisted of the following (stated in thousands): December 31, 2021 2020 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 (1,013) (547) Finite-lived intangible assets, net 3,532 3,998 Indefinite-lived intangible assets Tradenames 117 117 Total intangible assets $ 3,649 $ 4,115 |
Schedule of estimated future amortization expense of finite-lived intangible assets | As of December 31, 2021, the estimated future amortization expense of finite-lived intangible assets was as follows (stated in thousands): 2022 $ 451 2023 451 2024 451 2025 451 2026 451 Thereafter 1,277 $ 3,532 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Accounts payable and accrued liabilities consisted of the following (stated in thousands): December 31, 2021 2020 Accounts payable $ 1,236 $ 1,592 Accrued salaries and benefits 552 1,163 Other accrued liabilities 406 116 Accounts payable and accrued liabilities $ 2,194 $ 2,871 |
DEBT (Tables)_2
DEBT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
DEBT | ||
Summary of debt obligations | September 30, December 31, 2022 2021 Paycheck Protection Program loan $ — $ 1,687 Face value of convertible debenture 3,450 3,450 Less: principal converted to common shares (60) (60) Less: deemed fair value ascribed to conversion feature and warrants (1,523) (1,523) Plus: accretion of implied interest 990 705 Total convertible debt 2,857 2,572 Face value of Centurion debenture 11,000 11,000 Less: deemed fair value ascribed to warrants (1,204) (1,204) Plus: accretion of implied interest 402 176 Less: net debt issuance costs (427) (547) Total Centurion debt 9,771 9,425 Total debt 12,628 13,684 Less: current portion of debt — (515) Long-term debt $ 12,628 $ 13,169 | As of December 31, 2021 and 2020, the Company’s debt obligations are summarized as follows (stated in thousands): December 31, December 31, 2021 2020 Central Bank line of credit $ — $ 1,978 Central Bank promissory note — 2,122 Paycheck Protection Program loan 1,687 — Total 1,687 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 705 324 Total convertible debt 2,572 2,251 Face value of Centurion debenture 11,000 — Less: deemed fair value ascribed to warrants (1,204) — Plus: accretion of implied interest 176 — Less: net debt issuance costs (547) — Total Centurion debt 9,425 — Total debt 13,684 6,351 Less: current portion of debt (515) (4,100) Long-term debt $ 13,169 $ 2,251 |
Schedule of future minimum principal payments | As of September 30, 2022, future minimum principal payments are summarized as follows (in thousands): Convertible Debt Debenture Remainder of 2022 $ — $ — 2023 965 — 2024 2,425 — 2025 — 11,000 Total 3,390 11,000 Less: fair value ascribed to conversion feature and warrants (1,523) (1,204) Plus: accretion and implied interest 990 402 Less: net debt issuance costs — (427) $ 2,857 $ 9,771 | As of December 31, 2021, future minimum principal payments are summarized as follows (stated in thousands): PPP Convertible Bank Loan Debt Indebtedness 2022 $ 515 $ — $ — 2023 372 965 — 2024 372 2,425 — 2025 372 — 11,000 2026 56 — — Thereafter — — — Total 1,687 3,390 11,000 Less: fair value ascribed to conversion feature and warrants — (1,523) (1,204) Plus: accretion and implied interest — 705 176 Less: net debt issuance costs — — (547) $ 1,687 $ 2,572 $ 9,425 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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, 2021 1,204,233 $ 5.56 3.6 Options granted 130,000 $ 5.16 Options exercised (800) $ 5.04 Options canceled / expired (103,633) $ 5.45 Balance at September 30, 2022 1,229,800 $ 4.98 3.0 $ 78 Vested and exercisable at September 30, 2022 882,542 $ 5.14 2.3 $ 78 | 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, 2019 637,200 $ 5.60 4.62 Options granted 173,000 $ 4.75 Options exercised (10,000) $ 2.50 Options canceled / expired (51,600) $ 8.00 Balance at December 31, 2020 748,600 $ 5.25 4.0 Options granted 545,000 $ 6.17 Options exercised (3,000) $ 6.40 Options canceled / expired (86,367) $ 5.99 Balance at December 31, 2021 1,204,233 $ 5.56 3.6 $ 1,148 Vested and exercisable at December 31, 2021 729,687 $ 5.23 3.3 $ 1,081 |
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 2.9 $ 0.25 200,000 $ 0.25 12,000 0.1 $ 14.00 12,000 $ 14.00 15,000 5.3 $ 9.00 15,000 $ 9.00 85,000 1.0 $ 9.00 85,000 $ 9.00 145,800 1.3 $ 7.80 145,800 $ 7.80 73,900 2.0 $ 6.40 64,047 $ 6.40 83,000 3.2 $ 4.85 49,800 $ 4.85 278,100 3.3 $ 5.30 166,860 $ 5.30 30,000 3.5 $ 5.60 14,000 $ 5.60 177,000 4.0 $ 7.65 86,702 $ 7.65 130,000 4.4 $ 5.16 43,333 $ 5.16 1,229,800 3.0 $ 4.98 882,542 $ 5.14 | 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 3.7 $ 0.25 200,000 $ 0.25 12,000 0.8 $ 14.00 12,000 $ 14.00 15,000 6.1 $ 9.00 15,000 $ 9.00 85,000 1.8 $ 9.00 85,000 $ 9.00 146,800 2.0 $ 7.80 127,227 $ 7.80 81,100 2.8 $ 6.40 59,473 $ 6.40 40,000 3.7 $ 4.50 18,667 $ 4.50 93,000 4.0 $ 4.85 43,400 $ 4.85 307,000 4.1 $ 5.30 102,333 $ 5.30 30,000 4.3 $ 5.60 10,000 $ 5.60 194,333 4.8 $ 7.65 56,587 $ 7.65 1,204,233 3.6 $ 5.56 729,687 $ 5.23 |
Schedule of assumptions were used to determine fair value of the awards | Nine Months Ended September 30, 2022 2021 Expected life (in years) 5.0 5.0 Risk-free interest rate 1.7 % 0.4 % Dividend yield — % — % Expected volatility 132 % 91 % | Year Ended December 31, 2021 2020 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 - 0.9 % 0.4 - 2.5 % Dividend yield — % — % Expected volatility 91 - 137 % 91 - 107 % |
Schedule of changes in stock option liability | Changes in the Company’s stock option liability for the nine months ended September 30, 2022, was as follows (stated in thousands): Balance at December 31, 2021 $ 25 Gain on revaluation 25 Balance at September 30, 2022 $ — | Changes in the Company’s stock option liability for the years ended December 31, 2021 and 2020 were as follows (stated in thousands): Balance at December 31, 2019 $ 66 Gain on revaluation (50) Balance at December 31, 2020 $ 16 Gain on revaluation (9) Balance at December 31, 2021 $ 25 |
Schedule of warrants | Number of Warrants outstanding Convertible debt, warrants issued (Note 5) 380,874 Debenture, warrants issued (Note 5) 275,000 July 2020 private placement, warrants issued (1) 12,592 December 2020 equity financing warrants issued (1) 3,271,540 Total warrant outstanding 3,940,006 | Number of Warrants outstanding Balance at December 31, 2019 78,551 Convertible debt, warrants issued 302,322 Equity financing, warrants issued 3,284,133 Balance at December 31, 2020 3,665,006 Debenture, warrants issued (Note 4) 275,000 Balance at December 31, 2021 3,940,006 |
Schedule of warrants, valuation assumptions | Year Ended Year Ended December 31, 2021 December 31, 2020 Risk free rate of return 0.56 % 0.39 % Expected life 4.0 years 5.0 years Expected volatility 90 % 90 % Expected dividend per share nil nil Exercise price $ 1.51 $ 0.78 Stock price $ 1.50 $ 0.96 | |
Consultants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of assumptions were used to determine fair value of the awards | As of September 30, As of December 31, 2022 2021 Risk free rate of return 2.8 % 0.4 % Expected life 0.1 years 1.8 years Expected volatility 99 % 186 % Expected dividend per share nil nil | As of December 31, 2021 2020 Risk free rate of return 0.4 % 0.1 % Expected life 0.8 years 1.8 years Expected volatility 186 % 100 % Expected dividend per share nil nil |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
(LOSS) INCOME PER SHARE | ||
Schedule of computation of basic and fully diluted income per common share | The following table sets forth the computation of basic and fully diluted (loss) income per share for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net (loss) income $ (1,433) $ 91 $ (8,618) $ (2,447) Basic weighted average common stock outstanding 15,220,948 11,838,032 13,686,686 11,528,371 Basic loss per share $ (0.09) $ 0.01 $ (0.63) $ (0.21) Net (loss) income $ (1,433) $ 91 $ (8,618) $ (2,447) Basic weighted average common shares outstanding 15,220,948 11,838,032 13,686,686 11,528,371 Dilutive effect of stock options and warrants — 3,886,071 — — Dilutive weighted average common stock outstanding 15,220,948 15,724,103 13,686,686 11,528,371 Diluted loss per share $ (0.09) $ 0.01 $ (0.63) $ (0.21) | The following table sets forth the computation of basic and fully diluted loss per common share for the years ended December 31, 2021 and 2020 (stated in thousands, except per share amounts): Year Ended December 31, 2021 2020 Net loss $ (2,756) $ (15,036) Basic weighted average common stock outstanding 11,725,422 7,246,625 Basic loss per share $ (0.24) $ (2.07) Net loss $ (2,756) $ (15,036) Dilutive weighted average common stock outstanding 11,725,422 7,246,625 Diluted loss per share $ (0.24) $ (2.07) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Schedule of income tax expense | The following table sets forth income tax expense for the years ended December 31, 2021 and 2020 (stated in thousands): Years Ended December 31, 2021 2020 Income tax expense: Federal $ — $ — State 30 — 30 — Deferred tax benefit: Federal (707) (1,825) State (152) (360) (859) (2,185) Total income tax benefit $ (829) $ (2,185) |
Schedule of deferred tax assets and liabilities | The following table sets forth deferred tax assets and liabilities as of December 31, 2021 and 2020 (stated in thousands): Years Ended December 31, 2021 2020 Deferred Tax Assets (Liabilities): Noncurrent: Fixed assets $ (185) $ (219) Stock-based and performance share compensation. 1,977 2,286 Equity method investments (149) (187) Accrual to cash adjustment (7,549) (4,368) Net operating loss and carryforward 5,762 2,211 Intangibles (34) (10) Debt issuance costs 20 32 Accretion expense (443) (344) Deferred Tax Liabilities, net $ (601) $ (599) |
Schedule of effective tax rate reconciliation | The following table sets forth the effective tax rate reconciliation for the years ended December 31, 2021 and 2020 (stated in thousands): Years Ended December 31, 2021 2020 Reconciliation of effective tax rate: Federal taxes at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 2.8 % 4.4 % Permanent items (0.8) % 0.9 % Performance shares — % (13.7) % Provision to return adjustment and other (2.3) % 0.1 % Change in rate 3.8 % (0.4) % NOL carryback difference (1.4) % 0.3 % Effective income tax rate 23.1 % 12.6 % |
EQUITY METHOD INVESTMENT (Table
EQUITY METHOD INVESTMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
EQUITY METHOD INVESTMENT | |
Schedule of equity method investment | The table below details the activity from equity method investments for the years ended December 31, 2021 and 2020 (stated in thousands). Balance, December 31, 2019 $ 2,360 Share of losses (1,194) Distributions (558) Balance, December 31, 2020 $ 608 Share of losses 225 Distributions (308) Balance, December 31, 2021 $ 525 |
QUARTERLY DATA (unaudited) (Tab
QUARTERLY DATA (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
QUARTERLY DATA (unaudited) | |
Schedule of revenue and net income (loss) | December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 Revenue, net of accounts receivable valuation allowance $ 9,659 $ 8,546 $ 6,222 $ 4,765 Net income/(loss) before tax (395) 249 (1,781) (1,658) |
NATURE OF OPERATIONS - Narrat_2
NATURE OF OPERATIONS - Narrative (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 subsidiary | Dec. 31, 2021 subsidiary segment | |
NATURE OF OPERATIONS | ||
Number of indirect wholly-owned subsidiaries | subsidiary | 2 | 2 |
Number of operating segments | segment | 1 |
BASIS OF PRESENTATION (Detail_2
BASIS OF PRESENTATION (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 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 6 for additional discussion. | 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 11 for additional discussion. | ||
Reverse stock split ratio | 0.2 | 0.2 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Identified intangible assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Doctor Agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Noncompete Agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 2 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
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_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition and Segment Information (Details) | 12 Months Ended |
Dec. 31, 2021 segment | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Number of Operating Segments | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Operating Lease, Right-of-Use Asset | $ 725 | $ 956 | $ 124 |
Operating lease liabilities | $ 618 | $ 839 |
REVENUE - Disaggregation of R_2
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | $ 6,204 | $ 9,659 | $ 8,546 | $ 6,222 | $ 4,765 | $ 5,964 | $ 3,963 | $ (10,736) | $ 4,333 | $ 12,550 | $ 19,533 | $ 29,192 | $ 3,524 |
Commercial insurance | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | 4,283 | 6,164 | 6,801 | 12,507 | 20,792 | (3,830) | |||||||
Facility billing | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | 1,185 | 995 | 3,457 | 2,846 | 3,879 | 1,942 | |||||||
Managed service agreements | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | 400 | 965 | 1,247 | 3,024 | 3,044 | 4,209 | |||||||
Other revenue | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | $ 336 | $ 422 | $ 1,045 | $ 1,156 | $ 1,477 | $ 1,203 |
REVENUE - Accounts Receivable_2
REVENUE - Accounts Receivable (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Jun. 30, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable | ||||
Reduction to earnings (loss) from equity method investments | $ 900 | |||
Accounts receivable, net: | ||||
Total accounts receivable, net | $ 20,860 | $ 27,810 | $ 14,965 | |
Private Insurance Companies | ||||
Accounts Receivable | ||||
Reduction of accounts receivable | 15,000 | |||
Reduction of revenue | 15,000 | |||
Provider Network Entities | ||||
Accounts Receivable | ||||
Reduction of accounts receivable | 3,100 | |||
Technical services | ||||
Accounts receivable, net: | ||||
Total accounts receivable, net | 9,539 | 18,904 | 12,436 | |
Professional services | ||||
Accounts receivable, net: | ||||
Total accounts receivable, net | 10,971 | 8,209 | 2,142 | |
Other. | ||||
Accounts receivable, net: | ||||
Total accounts receivable, net | $ 350 | $ 697 | $ 387 | |
Management fee revenue | Provider Network Entities | ||||
Accounts Receivable | ||||
Reduction of revenue | 2,200 | |||
Out-of-network fee | Provider Network Entities | ||||
Accounts Receivable | ||||
Reduction of revenue | $ 3,100 |
REVENUE - Concentration of Ac_2
REVENUE - Concentration of Accounts Receivable (Details) - Accounts Receivable - Revenue Stream Concentration Risk | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Concentration of accounts receivable | 100% | 100% | 100% |
Commercial insurance | |||
Disaggregation of Revenue [Line Items] | |||
Concentration of accounts receivable | 91% | 91% | 91% |
Facility billing | |||
Disaggregation of Revenue [Line Items] | |||
Concentration of accounts receivable | 6% | 2% | 1% |
Managed service agreements | |||
Disaggregation of Revenue [Line Items] | |||
Concentration of accounts receivable | 3% | 8% | |
Other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Concentration of accounts receivable | 3% | 7% |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |
Property, plant and equipment, net | |||
Gross property, plant and equipment | $ 459 | $ 700 | |
Less: Accumulated depreciation and amortization | (374) | (344) | |
Property, plant and equipment, net | 85 | 356 | $ 35 |
Depreciation expense | 102 | 172 | |
Medical Equipment | |||
Property, plant and equipment, net | |||
Gross property, plant and equipment | 347 | 588 | |
Computer Equipment | |||
Property, plant and equipment, net | |||
Gross property, plant and equipment | 43 | 43 | |
Furniture and Fixtures | |||
Property, plant and equipment, net | |||
Gross property, plant and equipment | $ 69 | $ 69 |
LEASES - (Details)_2
LEASES - (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) item | Nov. 30, 2021 | Dec. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Number of operating lease sub leases | item | 2 | |||
Incremental borrowing rate for operating lease | 10% | 10% | ||
Operating lease right of use asset | $ 725 | $ 956 | $ 124 | |
Finance lease right of use asset | 469 | 743 | 608 | |
Total right of use asset | 1,194 | 1,699 | 732 | |
Accumulated amortization of finance lease assets | $ 2,300 | $ 2,000 | $ 1,300 | |
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Rate of interest for finance lease | 5.20% | 6.50% | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Rate of interest for finance lease | 13.40% | 13.40% |
LEASES - Components of Lease _2
LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease cost: | |||||
Amortization of ROU assets | $ 231 | $ 227 | $ 227 | $ 212 | |
Interest on lease liabilities | 68 | 15 | |||
Total Operating lease cost | 299 | 227 | 227 | 227 | |
Amortization of ROU assets | 353 | 372 | 381 | 371 | |
Interest on lease liabilities | 64 | 69 | 67 | 64 | |
Total finance lease cost | 417 | 441 | 448 | 435 | |
Total lease cost | $ 716 | $ 668 | $ 572 | $ 662 | |
Rent expense incurred | $ 210 |
LEASES - Lease Terms and Disc_2
LEASES - Lease Terms and Discount Rates (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
LEASES | ||||
Weighted average remaining lease term: Operating leases (in years) | 3 years | 3 years 9 months 18 days | 6 months | 0 years |
Weighted average remaining lease term: Financing leases (in years) | 2 years 7 months 6 days | 2 years 10 months 24 days | 3 years 3 months 18 days | 3 years 1 month 6 days |
Weighted average discount rate: Operating leases (as a percent) | 10% | 10% | 6.90% | |
Weighted average discount rate: Financing leases (as a percent) | 7.80% | 8% | 7.90% | 8.10% |
ROU assets acquired in exchange for finance lease liabilities | $ 79 | $ 1,400 | $ 513 |
LEASES - Future Minimum Lease_2
LEASES - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2022 | $ 303 | $ 295 |
2023 | 328 | 303 |
2024 | 279 | 328 |
2025 | 278 | |
Total lease payments | 994 | 1,204 |
Less: imputed interest | (145) | (212) |
Present value of lease liabilities | 849 | $ 992 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Current, Lease Liabilities Noncurrent | |
Less: current portion of lease liabilities | 231 | $ 153 |
Noncurrent lease liabilities | 618 | 839 |
Finance Leases | ||
2022 | 360 | 623 |
2023 | 268 | 306 |
2024 | 152 | 239 |
2025 | 23 | 148 |
2026 | 23 | |
Total lease payments | 968 | 1,339 |
Less: imputed interest | (93) | (147) |
Present value of lease liabilities | 875 | $ 1,192 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Current, Lease Liabilities Noncurrent | |
Less: current portion of lease liabilities | 391 | $ 549 |
Noncurrent lease liabilities | 484 | 643 |
Total Lease Liabilities | ||
2022 | 663 | 918 |
2023 | 596 | 609 |
2024 | 431 | 567 |
2025 | 23 | 426 |
2026 | 23 | |
Total lease payments | 1,962 | 2,543 |
Less: imputed interest | (238) | (359) |
Present value of lease liabilities | 1,724 | 2,184 |
Less: current portion of lease liabilities | 622 | 702 |
Noncurrent lease liabilities | $ 1,102 | $ 1,482 |
ACQUISITIONS AND INTANGIBLES -
ACQUISITIONS AND INTANGIBLES - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 30, 2021 USD ($) installment item shares | Dec. 01, 2020 USD ($) | Nov. 01, 2020 USD ($) | May 15, 2020 USD ($) | Feb. 14, 2020 USD ($) | Jan. 13, 2020 USD ($) | Nov. 29, 2019 USD ($) | Nov. 27, 2019 USD ($) | May 31, 2021 USD ($) | Apr. 30, 2021 USD ($) installment item | Mar. 31, 2020 USD ($) | Oct. 31, 2019 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Sep. 01, 2019 | |
Business Acquisition [Line Items] | ||||||||||||||||
Cash consideration, in thirty-six equal monthly installments (including interest) | $ 818,750 | |||||||||||||||
Number of monthly installments | installment | 36 | 36 | ||||||||||||||
Founders bonus payable | $ 50,000 | $ 50,000 | ||||||||||||||
Amount of principal payments for each month | $ 800,000 | $ 1,700,000 | 328,000 | $ 500,000 | ||||||||||||
Sentry Neuromonitoring, LLC | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash consideration | 1,125,000 | |||||||||||||||
Cash consideration, at closing | 153,125 | |||||||||||||||
Cash consideration, within 30 days | 153,125 | |||||||||||||||
Value of common stock issuable | $ 1,625,000 | 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 | |||||||||||||||
Reimbursement of expenses to seller | $ 50,000 | |||||||||||||||
Receivable bonus payable | $ 250,000 | 250,000 | ||||||||||||||
Threshold amount in account receivable to pay receivable bonus | $ 3,000,001 | $ 3,000,001 | ||||||||||||||
Number of payments in which receivable bonus is paid | item | 3 | 3 | ||||||||||||||
Receivable bonus payable on 30th day | $ 100,000 | $ 100,000 | ||||||||||||||
Receivable bonus payable on 60th day | 100,000 | 100,000 | ||||||||||||||
Receivable bonus payable on 90th day | 50,000 | 50,000 | ||||||||||||||
Founders bonus payable | 25,000 | 25,000 | ||||||||||||||
Minimum annual base salary | 175,000 | |||||||||||||||
Annual variable compensation bonus | 50,000 | |||||||||||||||
Sentry Neuromonitoring, LLC | Kenneth Sly | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Founders bonus payable | 25,000 | $ 25,000 | ||||||||||||||
Velocity Revenue Cycle LLC | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Percentage of ownership acquired | 100% | 65% | ||||||||||||||
Clever Claims LLC | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Percentage of ownership acquired | 35% | |||||||||||||||
Neuro Pro Monitoring | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash consideration | $ 1,125,000 | $ 7,000,000 | ||||||||||||||
Cash consideration, at closing | $ 530,000 | |||||||||||||||
Value of common stock issuable | $ 540,000 | |||||||||||||||
Common stock issuable | shares | 100,000 | |||||||||||||||
Reimbursement of expenses to seller | $ 100,000 | |||||||||||||||
Consideration funded through Promissory Note | $ 700,000 | $ 1,000,000 | $ 6,000,000 | $ 1,000,000 | ||||||||||||
Payment of amendment charges for notes | $ 1,000,000 | 6,000,000 | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | |||||||||||
Payments To Acquire Businesses Replacement Note | $ 7,200,000 | |||||||||||||||
Gain on settlement of Replacement Note | $ 188,000 |
ACQUISITIONS AND INTANGIBLES _2
ACQUISITIONS AND INTANGIBLES - Assets Acquired (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Apr. 30, 2021 | Oct. 31, 2019 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Assets acquired: | |||||
Goodwill | $ 4,448 | $ 4,448 | $ 2,857 | ||
Liabilities assumed: | |||||
Preliminary Goodwill | $ 4,448 | $ 4,448 | $ 2,857 | ||
Neuro Pro Monitoring | |||||
Purchase price consideration: | |||||
Promissory notes, at fair value | $ 7,151 | ||||
Cash | $ 1,125 | 7,000 | |||
Common share liability, at fair value | 2,275 | 540 | |||
Total consideration | 3,400 | 7,691 | |||
Assets acquired: | |||||
Equipment | 172 | ||||
Cash | 51 | ||||
Accounts receivable | 2,000 | ||||
Right of use assets | 131 | ||||
Intangibles | 4,662 | ||||
Total assets acquired | 2,182 | 4,834 | |||
Goodwill | 1,591 | 2,857 | |||
Liabilities assumed: | |||||
Accounts payable and accrued liabilities | 242 | ||||
Lease liability | 131 | ||||
Total liabilities assumed | 373 | ||||
Preliminary Goodwill | 1,591 | 2,857 | |||
Total | $ 3,400 | $ 7,691 |
INTANGIBLES AND GOODWILL - Good
INTANGIBLES AND GOODWILL - Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
INTANGIBLES AND GOODWILL | |||
Goodwill | $ 4,448 | $ 4,448 | $ 2,857 |
INTANGIBLES AND GOODWILL - Iden
INTANGIBLES AND GOODWILL - Identified intangible assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-lived intangible assets | |||
Less accumulated amortization | $ 466 | $ 472 | |
Indefinite-lived intangible assets | |||
Total intangible assets | $ 3,311 | 3,649 | 4,115 |
Neuro Pro Monitoring | |||
Finite-lived intangible assets | |||
Total finite-lived intangible assets | 4,545 | 4,545 | |
Less accumulated amortization | (1,013) | (547) | |
Finite-lived intangible assets, net | 3,532 | 3,998 | |
Indefinite-lived intangible assets | |||
Total intangible assets | 3,649 | 4,115 | |
Tradenames | Neuro Pro Monitoring | |||
Indefinite-lived intangible assets | |||
Indefinite-lived intangible assets | 117 | 117 | |
Doctor Agreements | Neuro Pro Monitoring | |||
Finite-lived intangible assets | |||
Total finite-lived intangible assets | 4,509 | 4,509 | |
Noncompete Agreements | Neuro Pro Monitoring | |||
Finite-lived intangible assets | |||
Total finite-lived intangible assets | $ 36 | $ 36 |
INTANGIBLES AND GOODWILL - Futu
INTANGIBLES AND GOODWILL - Future amortization expense (Details) - Neuro Pro Monitoring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Estimated future amortization expense of finite-lived intangible assets | ||
2022 | $ 451 | |
2023 | 451 | |
2024 | 451 | |
2025 | 451 | |
2026 | 451 | |
Thereafter | 1,277 | |
Finite-lived intangible assets, net | $ 3,532 | $ 3,998 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,236 | $ 1,592 |
Accrued salaries and benefits | 552 | 1,163 |
Other accrued liabilities | 406 | 116 |
Accounts payable and accrued liabilities | $ 2,194 | $ 2,871 |
DEBT - Debt Obligations (Deta_2
DEBT - Debt Obligations (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Jun. 10, 2021 USD ($) D | Jul. 31, 2021 | Jan. 31, 2019 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2018 USD ($) | Jun. 09, 2021 $ / shares shares | Mar. 31, 2021 USD ($) | Dec. 01, 2020 $ / shares shares | Jun. 30, 2020 $ / shares | Apr. 30, 2020 USD ($) $ / shares shares | Nov. 22, 2019 $ / shares | |
Debt | ||||||||||||||||
Face amount | $ 1,700,000 | |||||||||||||||
Total debt | $ 12,628,000 | $ 12,628,000 | $ 13,684,000 | $ 6,351,000 | ||||||||||||
Less: current portion of debt | (515,000) | (4,100,000) | ||||||||||||||
Long-term debt | 12,628,000 | 12,628,000 | 13,169,000 | 2,251,000 | ||||||||||||
Common share purchase warrants | shares | 275,000 | |||||||||||||||
Shares per warrant | shares | 1 | 1 | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 7.55 | $ 3.90 | $ 5.65 | $ 5 | ||||||||||||
Term of warrants | 48 months | 5 years | ||||||||||||||
Interest expense | 324,000 | $ 190,000 | 1,093,000 | $ 456,000 | ||||||||||||
Central Bank line of credit | ||||||||||||||||
Debt | ||||||||||||||||
Maximum borrowing capacity | $ 1,000,000 | $ 1,000,000 | ||||||||||||||
Interest expense | 99,000 | 138,000 | ||||||||||||||
Senior Term Loan | ||||||||||||||||
Debt | ||||||||||||||||
Maximum borrowing capacity | $ 6,000,000 | |||||||||||||||
Senior Revolving Loan | ||||||||||||||||
Debt | ||||||||||||||||
Maximum borrowing capacity | $ 2,000,000 | |||||||||||||||
Number of business days prior to written notice of prepayment | D | 10 | |||||||||||||||
Minimum prepayment advances outstanding | $ 250,000 | |||||||||||||||
Percentage of aggregate advances outstanding | 25% | |||||||||||||||
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 | $ 3,000,000 | |||||||||||||||
Central Bank Debt PPP promissory note | ||||||||||||||||
Debt | ||||||||||||||||
Total | 1,687,000 | 4,100,000 | ||||||||||||||
Paycheck Protection Program loan | ||||||||||||||||
Debt | ||||||||||||||||
Total | 0 | 0 | 1,687,000 | |||||||||||||
Face amount | $ 1,700,000 | |||||||||||||||
Total debt | 1,687,000 | |||||||||||||||
Fair value of debt | 1,687,000 | |||||||||||||||
Bearing interest rate | 1% | |||||||||||||||
Centurion debenture | ||||||||||||||||
Debt | ||||||||||||||||
Total | 11,000,000 | 11,000,000 | 11,000,000 | |||||||||||||
Less: fair value ascribed to conversion feature and warrants | (1,204,000) | (1,204,000) | (1,204,000) | |||||||||||||
Plus: accretion of implied interest | 176,000 | |||||||||||||||
Less: net debt issuance costs | (427,000) | (427,000) | (547,000) | |||||||||||||
Total debt | 9,771,000 | 9,771,000 | 9,425,000 | |||||||||||||
Fair value of debt | 11,000,000 | |||||||||||||||
Commitment fee (in percent) | 2.25% | |||||||||||||||
Commitment fee | $ 248,000 | |||||||||||||||
Interest expense | $ 324,000 | $ 190,000 | $ 872,000 | $ 236,000 | 456,000 | |||||||||||
Debenture with Maturity Date of June 9, 2025 | ||||||||||||||||
Debt | ||||||||||||||||
Face amount | $ 11,000,000 | |||||||||||||||
Bearing interest rate | 9.50% | |||||||||||||||
Interest rate during period | 1.50% | |||||||||||||||
Interest on over due interest | 3% | |||||||||||||||
LIBOR | Central Bank line of credit | ||||||||||||||||
Debt | ||||||||||||||||
Variable rate | 3.50% | |||||||||||||||
Royal Bank of Canada Prime Rate | Central Bank line of credit | ||||||||||||||||
Debt | ||||||||||||||||
Variable rate | 3.50% | |||||||||||||||
Royal Bank of Canada Prime Rate | Debenture with Maturity Date of June 9, 2025 | ||||||||||||||||
Debt | ||||||||||||||||
Variable rate | 7.05% | |||||||||||||||
Central Bank | Central Bank line of credit | ||||||||||||||||
Debt | ||||||||||||||||
Total | 1,978,000 | |||||||||||||||
Promissory note | Central Bank | ||||||||||||||||
Debt | ||||||||||||||||
Total | 2,122,000 | |||||||||||||||
Convertible Debt | ||||||||||||||||
Debt | ||||||||||||||||
Total | 2,572,000 | 2,251,000 | ||||||||||||||
Face amount | 3,450,000 | 3,450,000 | ||||||||||||||
Less: principal converted to common shares | (60,000) | |||||||||||||||
Less: fair value ascribed to conversion feature and warrants | (1,523,000) | (1,523,000) | ||||||||||||||
Plus: accretion of implied interest | 705,000 | 324,000 | ||||||||||||||
Total debt | 2,572,000 | |||||||||||||||
Fair value of debt | 3,390,000 | |||||||||||||||
Bearing interest rate | 9% | 9% | ||||||||||||||
Common share purchase warrants | shares | 72 | |||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 9.50 | $ 9.50 | ||||||||||||||
Term of warrants | 3 years | |||||||||||||||
Interest expense | $ 474,000 | $ 286,000 |
DEBT - Future Minimum Princip_2
DEBT - Future Minimum Principal Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total debt | $ 12,628 | $ 13,684 | $ 6,351 |
Paycheck Protection Program loan | |||
Debt Instrument [Line Items] | |||
2022 | 515 | ||
2023 | 372 | ||
2024 | 372 | ||
2025 | 372 | ||
2026 | 56 | ||
Total | 1,687 | ||
Total debt | 1,687 | ||
Debenture | |||
Debt Instrument [Line Items] | |||
2024 | 11,000 | ||
2025 | 11,000 | ||
Total | 11,000 | ||
Less: fair value ascribed to conversion feature and warrants | (1,204) | (1,204) | |
Plus: accretion of implied interest | 176 | ||
Less: net debt issuance costs | (427) | (547) | |
Total debt | $ 9,771 | 9,425 | |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
2023 | 965 | ||
2024 | 2,425 | ||
Total | 3,390 | ||
Less: fair value ascribed to conversion feature and warrants | (1,523) | (1,523) | |
Plus: accretion of implied interest | 705 | $ 324 | |
Total debt | $ 2,572 |
DEBT - Convertible Debt - Narra
DEBT - Convertible Debt - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 13, 2019 | Nov. 22, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Apr. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 09, 2021 | Dec. 01, 2020 | Jun. 30, 2020 | |
Debt | ||||||||||||
Proceeds from convertible debenture | $ 2,485 | |||||||||||
Number common shares to purchase of warrants | 275,000 | |||||||||||
Term of warrants | 48 months | 5 years | ||||||||||
Face amount | $ 1,700 | |||||||||||
Warrant exercise price (in dollars per share) | $ 5 | $ 7.55 | $ 3.90 | $ 5.65 | ||||||||
Common share purchase warrants per unit | 1 | 1 | ||||||||||
Interest expense | $ 324 | $ 190 | $ 1,093 | $ 456 | ||||||||
First tranche | Finder | ||||||||||||
Debt | ||||||||||||
Term of debt | 3 years | |||||||||||
Fourth tranche | ||||||||||||
Debt | ||||||||||||
Term of debt | 4 years | |||||||||||
Convertible Debt | ||||||||||||
Debt | ||||||||||||
Gross proceeds | $ 4,000 | |||||||||||
Option to increase the offering | $ 2,000 | |||||||||||
Number common shares to purchase of warrants | 72 | |||||||||||
Term of warrants | 3 years | |||||||||||
Conversion price (in dollars per share) | $ 7 | |||||||||||
Term of debt | 4 years | 4 years | ||||||||||
Interest rate | 9% | 9% | ||||||||||
Face amount | $ 3,450 | 3,450 | ||||||||||
Price Per Unit | $ 1 | |||||||||||
Fair value of the debt | 3,390 | |||||||||||
Warrant exercise price (in dollars per share) | $ 9.50 | $ 9.50 | ||||||||||
Interest expense | $ 474 | $ 286 | ||||||||||
Convertible Debt | Finder | ||||||||||||
Debt | ||||||||||||
Term of warrants | 3 years | |||||||||||
Conversion price (in dollars per share) | $ 9.50 | |||||||||||
Number of warrants issued | 11,260 | |||||||||||
Payments To Finders | $ 79 | |||||||||||
Convertible Debt | First tranche | ||||||||||||
Debt | ||||||||||||
Number common shares to purchase of warrants | 72 | |||||||||||
Conversion price (in dollars per share) | $ 7 | |||||||||||
Term of debt | 4 years | |||||||||||
Conversion feature | $ 376 | |||||||||||
Face amount | $ 965 | 965 | ||||||||||
Warrants to purchase | $ 188 | |||||||||||
Price Per Unit | $ 1 | |||||||||||
Number of warrants issued | 68,901 | |||||||||||
Fair value of the debt | $ 401 | |||||||||||
Payments To Finders | $ 67 | |||||||||||
Convertible Debt | First tranche | Finder | ||||||||||||
Debt | ||||||||||||
Term of warrants | 3 years | |||||||||||
Number of warrants issued | 9,650 | |||||||||||
Convertible Debt | Second tranche | ||||||||||||
Debt | ||||||||||||
Term of debt | 4 years | |||||||||||
Conversion feature | $ 152 | |||||||||||
Face amount | 469 | |||||||||||
Warrants to purchase | 58 | |||||||||||
Fair value of the debt | $ 259 | |||||||||||
Convertible Debt | Third tranche | ||||||||||||
Debt | ||||||||||||
Term of debt | 4 years | |||||||||||
Conversion feature | $ 291 | |||||||||||
Face amount | 886 | |||||||||||
Warrants to purchase | 112 | |||||||||||
Fair value of the debt | 483 | |||||||||||
Convertible Debt | Fourth tranche | ||||||||||||
Debt | ||||||||||||
Conversion feature | 96 | |||||||||||
Face amount | 300 | |||||||||||
Warrants to purchase | 45 | |||||||||||
Fair value of the debt | $ 159 |
DEBT - Convertible debt -Second
DEBT - Convertible debt -Second Tranche (Details) - USD ($) $ / shares in Units, $ in Thousands | 4 Months Ended | 12 Months Ended | ||||
Nov. 22, 2019 | Apr. 30, 2020 | Dec. 31, 2020 | Jun. 09, 2021 | Dec. 01, 2020 | Jun. 30, 2020 | |
Debt | ||||||
Proceeds from convertible debenture | $ 2,485 | |||||
Number common shares to purchase of warrants | 275,000 | |||||
Warrant exercise price (in dollars per share) | $ 5 | $ 7.55 | $ 3.90 | $ 5.65 | ||
Term of warrants | 48 months | 5 years | ||||
Face amount | $ 1,700 | |||||
Common share purchase warrants per unit | 1 | 1 | ||||
First tranche | Finder | ||||||
Debt | ||||||
Term of debt | 3 years | |||||
Fourth tranche | ||||||
Debt | ||||||
Term of debt | 4 years |
DEBT - Additional Information_2
DEBT - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Nov. 22, 2019 | Jan. 31, 2022 | Apr. 30, 2020 | Apr. 30, 2020 | Sep. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Jun. 09, 2021 | Mar. 31, 2021 | Dec. 01, 2020 | Jun. 30, 2020 | |
Debt | |||||||||||
Common share purchase warrants per unit | 1 | 1 | |||||||||
Proceeds from convertible debenture | $ 2,485 | ||||||||||
Number common shares to purchase of warrants | 275,000 | ||||||||||
Warrant exercise price (in dollars per share) | $ 5 | $ 5 | $ 7.55 | $ 3.90 | $ 5.65 | ||||||
Term of warrants | 48 months | 5 years | |||||||||
Face amount | $ 1,700 | $ 1,700 | |||||||||
First tranche | Finder | |||||||||||
Debt | |||||||||||
Term of debt | 3 years | ||||||||||
Fourth tranche | |||||||||||
Debt | |||||||||||
Term of debt | 4 years | ||||||||||
April Cd Unit | |||||||||||
Debt | |||||||||||
Maximum gross proceeds | 500 | $ 500 | |||||||||
Option to increase the offering | 500 | $ 500 | |||||||||
Proceeds used for working capital | 830 | ||||||||||
Retirement of part of obligation | $ 800 | ||||||||||
Common share purchase warrants per unit | 200 | 200 | |||||||||
Term of warrants | 3 years | 3 years | |||||||||
Conversion price (in dollars per share) | $ 3.35 | $ 3.35 | |||||||||
Term of debt | 4 years | ||||||||||
Interest rate | 9% | 9% | |||||||||
Warrants to purchase | $ 23 | $ 23 | |||||||||
Price Per Unit | $ 1 | ||||||||||
Number of warrants issued | 6,895 | ||||||||||
April Cd Unit | Finder | |||||||||||
Debt | |||||||||||
Proceeds used for working capital | $ 830 | ||||||||||
Conversion feature | 279 | ||||||||||
Warrants to purchase | 187 | 187 | |||||||||
Fair value of the debt | $ 364 | $ 364 | |||||||||
Paycheck Protection Program loan | |||||||||||
Debt | |||||||||||
Interest rate | 1% | ||||||||||
Face amount | $ 1,700 | ||||||||||
Debt forgiveness | $ 1,700 | $ 1,700 | |||||||||
Fair value of the debt | $ 1,687 | ||||||||||
Paycheck Protection Program loan | Subsequent Events | |||||||||||
Debt | |||||||||||
Debt forgiveness | $ 1,700 |
DEBT - Debenture (Details)
DEBT - Debenture (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Aug. 01, 2021 | Jan. 31, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Jun. 10, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | Apr. 30, 2020 | |
Debt | |||||||||||||
Face amount | $ 1,700 | ||||||||||||
Proceeds from Paycheck Protection Program | $ 1,665 | $ 1,665 | $ 1,211 | ||||||||||
Interest expense | $ 324 | $ 190 | $ 1,093 | 456 | |||||||||
Centurion debenture | |||||||||||||
Debt | |||||||||||||
Interest expense | $ 324 | $ 190 | $ 872 | $ 236 | 456 | ||||||||
Paycheck Protection Program loan | |||||||||||||
Debt | |||||||||||||
Face amount | $ 1,700 | ||||||||||||
Bearing interest rate | 1% | ||||||||||||
Promissory Note | |||||||||||||
Debt | |||||||||||||
Maximum borrowing capacity | $ 2,000 | ||||||||||||
Monthly payments | 61 | ||||||||||||
Retirement of part of obligation | 167 | ||||||||||||
Central Bank line of credit | |||||||||||||
Debt | |||||||||||||
Maximum borrowing capacity | $ 1,000 | $ 1,000 | |||||||||||
Interest expense | 99 | 138 | |||||||||||
Central Bank line of credit | LIBOR | |||||||||||||
Debt | |||||||||||||
Variable rate | 3.50% | ||||||||||||
Central Bank line of credit | Royal Bank of Canada Prime Rate | |||||||||||||
Debt | |||||||||||||
Variable rate | 3.50% | ||||||||||||
Senior Term Loan | |||||||||||||
Debt | |||||||||||||
Maximum borrowing capacity | $ 6,000 | ||||||||||||
Senior Revolving Loan | |||||||||||||
Debt | |||||||||||||
Maximum borrowing capacity | 2,000 | ||||||||||||
Senior Term Acquisition Line | |||||||||||||
Debt | |||||||||||||
Maximum borrowing capacity | $ 3,000 | ||||||||||||
Loan Facility | |||||||||||||
Debt | |||||||||||||
Face amount | $ 6,500 | $ 6,500 | |||||||||||
Bearing interest rate | 6% | ||||||||||||
Monthly payments | $ 308 | ||||||||||||
Term Loan | |||||||||||||
Debt | |||||||||||||
Face amount | 4,000 | ||||||||||||
Proceeds from Paycheck Protection Program | $ 2,100 | ||||||||||||
Term Loan | Royal Bank of Canada Prime Rate | |||||||||||||
Debt | |||||||||||||
Variable rate | 2% | ||||||||||||
Operating Line Of Credit | |||||||||||||
Debt | |||||||||||||
Face amount | $ 2,500 | ||||||||||||
Proceeds from Paycheck Protection Program | $ 2,000 | ||||||||||||
Operating Line Of Credit | Royal Bank of Canada Prime Rate | |||||||||||||
Debt | |||||||||||||
Variable rate | 2% |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||
Nov. 15, 2021 USD ($) $ / shares shares | Aug. 31, 2021 $ / shares shares | Apr. 30, 2021 USD ($) shares | Dec. 01, 2020 USD ($) item $ / shares shares | Sep. 30, 2021 $ / shares shares | Jun. 30, 2021 $ / shares shares | Sep. 30, 2020 USD ($) shares | Jul. 31, 2020 USD ($) item shares | Jun. 30, 2020 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2022 $ / shares shares | Jun. 09, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | Apr. 30, 2020 $ / shares | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||
Common stock, shares authorized | 900,000,000 | 900,000,000 | 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 | $ 0.001 | |||||||||
Common stock, shares issued | 12,918,866 | 18,512,605 | 11,275,788 | |||||||||||
Common stock, shares outstanding | 12,918,866 | 18,512,605 | 11,275,788 | |||||||||||
Common stock authorized after Reverse Share Split (shares) | 180,000,000 | |||||||||||||
Reverse stock split ratio | 0.2 | 0.2 | ||||||||||||
Fractional shares issued | 0 | |||||||||||||
Authorized amount of shares that can be issued by the company | $ | $ 300,000 | |||||||||||||
Shares issued | 909,262 | 3,271,541 | 156,032 | 25,185 | ||||||||||
Number Of Units Issued | 3,271,541 | |||||||||||||
Share price | $ / shares | $ 6.19 | $ 4 | ||||||||||||
Number of common stock that will be issued per unit | 1 | 1 | ||||||||||||
Shares issue price | $ / shares | $ 5.25 | $ 3.20 | $ 4.05 | |||||||||||
Number of warrants that will be issued per unit | 1 | 0.5 | ||||||||||||
Common share purchase warrants per unit | 1 | 1 | ||||||||||||
Term of warrants | 5 years | 48 months | ||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 3.90 | $ 5.65 | $ 7.55 | $ 5 | ||||||||||
Proceeds from Issuance of Private Placement | $ | $ 4,750,000 | $ 9,500,000 | $ 102,000 | |||||||||||
Value of shares issued on settlement of employee compensation | $ | $ 435,000 | |||||||||||||
Number of surgeons who are majority owners | item | 2 | |||||||||||||
Shares issued on settlement of accounts payable | 10,000 | |||||||||||||
Accounts payable settled on issuance of common stock | $ | $ 40,000 | |||||||||||||
Number of management members who participated in the financing | item | 3 | |||||||||||||
Number of independent members who participated in the financing | item | 2 | |||||||||||||
Outstanding principal | $ | $ 60,000 | |||||||||||||
Shares issued on conversion of debt | 13,384 | |||||||||||||
Amended Stock Option Plan | ||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||
Number of shares authorized | 2,000,000 | |||||||||||||
Three Management Members And Two Independent Members | ||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||
Shares issued | 95,291 | |||||||||||||
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 |
SHAREHOLDERS' EQUITY - Stock Op
SHAREHOLDERS' EQUITY - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Nov. 15, 2021 | Dec. 01, 2020 | Jun. 30, 2021 | Jul. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Capital | |||||||||
Shares issued | 909,262 | 3,271,541 | 156,032 | 25,185 | |||||
Consultants | |||||||||
Share Capital | |||||||||
Shares issued | 0 | 0 | |||||||
Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||
Options at beginning of period (in shares) | 1,204,233 | 748,600 | 748,600 | 637,200 | |||||
Options granted (in shares) | 130,000 | 545,000 | 173,000 | ||||||
Options exercised (in shares) | (800) | (3,000) | (10,000) | ||||||
Options canceled / expired (in shares) | (103,633) | (86,367) | (51,600) | ||||||
Options at end of period (in shares) | 1,229,800 | 1,204,233 | 748,600 | 637,200 | |||||
Options vested and exercisable as at end of the period | 882,542 | 729,687 | |||||||
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) | $ 5.56 | $ 5.25 | $ 5.25 | $ 5.60 | |||||
Options granted (in dollars per share) | 5.16 | 6.17 | 4.75 | ||||||
Options exercised (in dollars per share) | 5.04 | 6.40 | 2.50 | ||||||
Options canceled / expired (in dollars per share) | 5.45 | 5.99 | 8 | ||||||
Exercise Price at end of period (in dollars per share) | 4.98 | 5.56 | $ 5.25 | $ 5.60 | |||||
Exercise Price vested and exercisable (in dollars per share) | $ 5.14 | $ 5.23 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||||||
Weighted Average Remaining Contractual Life (in years) | 3 years | 3 years 7 months 6 days | 4 years | 4 years 7 months 13 days | |||||
Weighted Average Remaining life vested and exercisable (in years) | 2 years 3 months 18 days | 3 years 3 months 18 days | |||||||
Aggregate Intrinsic Value | $ 78 | $ 1,148 | |||||||
Aggregate Intrinsic Value vested and exercisable | $ 78 | $ 1,081 | |||||||
Stock options | Consultants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||
Options granted (in shares) | 0 | 0 |
SHAREHOLDERS' EQUITY - Stock _2
SHAREHOLDERS' EQUITY - Stock Options Outstanding and Exercisable (Details) - Stock options - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 1,229,800 | 1,204,233 | 748,600 | 637,200 |
Weighted Average Remaining Contractual Life (in years) | 3 years | 3 years 7 months 6 days | 4 years | 4 years 7 months 13 days |
Weighted average exercise price of options outstanding (in dollars per share) | $ 4.98 | $ 5.56 | $ 5.25 | $ 5.60 |
Number Exercisable (in shares) | 882,542 | 729,687 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 5.14 | $ 5.23 | ||
$0.25 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 200,000 | 200,000 | ||
Weighted Average Remaining Contractual Life (in years) | 2 years 10 months 24 days | 3 years 8 months 12 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 0.25 | $ 0.25 | ||
Number Exercisable (in shares) | 200,000 | 200,000 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 0.25 | $ 0.25 | ||
$14.00 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 12,000 | 12,000 | ||
Weighted Average Remaining Contractual Life (in years) | 1 month 6 days | 9 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 14 | $ 14 | ||
Number Exercisable (in shares) | 12,000 | 12,000 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 14 | $ 14 | ||
$9.00 Exercise Price Per Share, group one | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 15,000 | 15,000 | ||
Weighted Average Remaining Contractual Life (in years) | 5 years 3 months 18 days | 6 years 1 month 6 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 9 | $ 9 | ||
Number Exercisable (in shares) | 15,000 | 15,000 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 9 | $ 9 | ||
$9.00 Exercise Price Per Share, group two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 85,000 | 85,000 | ||
Weighted Average Remaining Contractual Life (in years) | 1 year | 1 year 9 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 9 | $ 9 | ||
Number Exercisable (in shares) | 85,000 | 85,000 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 9 | $ 9 | ||
$7.80 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 145,800 | 146,800 | ||
Weighted Average Remaining Contractual Life (in years) | 1 year 3 months 18 days | 2 years | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 7.80 | $ 7.80 | ||
Number Exercisable (in shares) | 145,800 | 127,227 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 7.80 | $ 7.80 | ||
$6.40 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 73,900 | 81,100 | ||
Weighted Average Remaining Contractual Life (in years) | 2 years | 2 years 9 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 6.40 | $ 6.40 | ||
Number Exercisable (in shares) | 64,047 | 59,473 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 6.40 | $ 6.40 | ||
$4.85 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 83,000 | 40,000 | ||
Weighted Average Remaining Contractual Life (in years) | 3 years 2 months 12 days | 3 years 8 months 12 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 4.85 | $ 4.50 | ||
Number Exercisable (in shares) | 49,800 | 18,667 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 4.85 | $ 4.50 | ||
$5.30 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 278,100 | 93,000 | ||
Weighted Average Remaining Contractual Life (in years) | 3 years 3 months 18 days | 4 years | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.30 | $ 4.85 | ||
Number Exercisable (in shares) | 166,860 | 43,400 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 5.30 | $ 4.85 | ||
$5.60 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 30,000 | 307,000 | ||
Weighted Average Remaining Contractual Life (in years) | 3 years 6 months | 4 years 1 month 6 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.60 | $ 5.30 | ||
Number Exercisable (in shares) | 14,000 | 102,333 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 5.60 | $ 5.30 | ||
$7.65 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 177,000 | 30,000 | ||
Weighted Average Remaining Contractual Life (in years) | 4 years | 4 years 3 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 7.65 | $ 5.60 | ||
Number Exercisable (in shares) | 86,702 | 10,000 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 7.65 | $ 5.60 | ||
$5.16 Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding (in shares) | 130,000 | 194,333 | ||
Weighted Average Remaining Contractual Life (in years) | 4 years 4 months 24 days | 4 years 9 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.16 | $ 7.65 | ||
Number Exercisable (in shares) | 43,333 | 56,587 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 5.16 | $ 7.65 |
SHAREHOLDERS' EQUITY - Assumpti
SHAREHOLDERS' EQUITY - Assumptions Used (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | 1.70% | 0.40% | ||
Risk-free interest rate, Minimum | 0.40% | 0.40% | ||
Risk-free interest rate, Maximum | 0.90% | 2.50% | ||
Expected volatility | 132% | 91% | ||
Expected volatility, Minimum | 91% | 91% | ||
Expected volatility, Maximum | 137% | 107% | ||
Consultants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (in years) | 1 month 6 days | 1 year 9 months 18 days | 1 year 9 months 18 days | |
Risk-free interest rate | 2.80% | 0.40% | 0.10% | |
Dividend yield | 0% | 0% | ||
Expected volatility | 99% | 186% | 100% |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
SHARE CAPITAL | ||||||
Stock-based compensation expense recognized | $ (108) | $ 210 | $ 464 | $ 818 | $ 1,400 | $ 548 |
Unrecognized compensation cost | $ 1,000 | $ 1,000 | $ 1,400 | |||
Unvested stock options (in shares) | 347,258 | 347,258 | 474,546 | |||
Weighted-average remaining vesting period | 3 years 2 months 12 days | 3 years 9 months 18 days |
SHAREHOLDERS' EQUITY - Changes
SHAREHOLDERS' EQUITY - Changes in Stock Option Liability (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair value of the stock option derivative liability | |||
Balance at Beginning of period | $ 25 | $ 16 | $ 66 |
Gain on revaluation | $ 25 | (9) | (50) |
Balance at End of period | $ 25 | $ 16 |
SHAREHOLDERS' EQUITY - Warrants
SHAREHOLDERS' EQUITY - Warrants (Details) - shares | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
SHARE CAPITAL | ||||
Balance at Beginning of period | 3,665,006 | 78,551 | ||
Convertible debt, warrants issued | 302,322 | |||
Equity financing, warrants issued | 3,284,133 | |||
Debenture, warrants issued | 275,000 | |||
Balance at End of period | 3,665,006 | 3,940,006 | 3,665,006 | |
Warrants issued to convertible debt holders | 3,271,541 | 12,592 | 275,000 | 284,167 |
Finders' fee warrants issued (in shares) | 18,155 |
SHAREHOLDERS' EQUITY - Warrant
SHAREHOLDERS' EQUITY - Warrant Assumptions (Details) | Dec. 31, 2021 Y $ / shares | Dec. 31, 2020 $ / shares Y |
Risk free rate of return | ||
Share Capital | ||
Warrants | 0.56 | 0.39 |
Expected life | ||
Share Capital | ||
Warrants | Y | 4 | 5 |
Expected volatility | ||
Share Capital | ||
Warrants | 90 | 90 |
Expected dividend per share | ||
Share Capital | ||
Warrants | 0 | 0 |
Exercise price | ||
Share Capital | ||
Warrants | 1.51 | 0.78 |
Stock price | ||
Share Capital | ||
Warrants | 1.50 | 0.96 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Net income (loss) | $ (1,433) | $ 91 | $ (8,618) | $ (2,447) | $ (2,756) | $ (15,036) |
Basic weighted average common stock outstanding | 15,220,948 | 11,838,032 | 13,686,686 | 11,528,371 | 11,725,422 | 7,246,625 |
Basic loss per share | $ (0.09) | $ 0.01 | $ (0.63) | $ (0.21) | $ (0.24) | $ (2.07) |
Dilutive weighted average common stock outstanding | 15,220,948 | 15,724,103 | 13,686,686 | 11,528,371 | 11,725,422 | 7,246,625 |
Diluted loss per share | $ (0.09) | $ 0.01 | $ (0.63) | $ (0.21) | $ (0.24) | $ (2.07) |
Stock options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of diluted weighted average common shares | 882,582 | 227,893 | 1,204,233 | 748,600 | ||
Warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of diluted weighted average common shares | 3,940,006 | 462,068 | 3,940,006 | 3,665,006 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax expense: | ||||||
State | $ 30 | |||||
Total | 30 | |||||
Deferred tax benefit: | ||||||
Federal | (707) | $ (1,825) | ||||
State | (152) | (360) | ||||
Total | (859) | (2,185) | ||||
Total income tax benefit | $ (498) | $ 158 | $ (3,138) | $ (743) | $ (829) | $ (2,185) |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets (Liabilities): | ||
Fixed assets | $ (185) | $ (219) |
Stock-based and performance share compensation. | 1,977 | 2,286 |
Equity method investments | (149) | (187) |
Accrual to cash adjustment | (7,549) | (4,368) |
Net operating loss and carryforward | 5,762 | 2,211 |
Intangibles | (34) | (10) |
Debt issuance costs | 20 | 32 |
Accretion expense | (443) | (344) |
Deferred Tax Liabilities, net | $ (601) | $ (599) |
INCOME TAXES - Effective tax ra
INCOME TAXES - Effective tax rate reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of effective tax rate: | ||
Federal taxes at statutory rate | 21% | 21% |
State taxes, net of federal benefit | 2.80% | 4.40% |
Permanent items | (0.80%) | 0.90% |
Performance shares | (13.70%) | |
Provision to return adjustment and other | (2.30%) | 0.10% |
Change in rate | 3.80% | (0.40%) |
NOL carryback difference | (1.40%) | 0.30% |
Effective income tax rate | 23.10% | 12.60% |
Net operating loss and carryforward | $ 5,762 | $ 2,211 |
Interest and penalties related to uncertain tax positions | 0 | |
Federal | ||
Reconciliation of effective tax rate: | ||
Net operating loss and carryforward | $ 23,500 |
EQUITY METHOD INVESTMENT - Sche
EQUITY METHOD INVESTMENT - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
EQUITY METHOD INVESTMENT | ||||||
Balance at beginning of period | $ 525 | $ 608 | $ 608 | $ 2,360 | ||
Share of earnings (losses) | $ 9 | $ 139 | 18 | 136 | 225 | (1,194) |
Distributions | (69) | $ (312) | (312) | (558) | ||
Balance at end of period | $ 474 | $ 474 | $ 525 | $ 608 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | Apr. 30, 2020 | Feb. 28, 2019 | |
Related Party Transactions | ||||||
Face amount | $ 1,700 | |||||
Loan Facility | ||||||
Related Party Transactions | ||||||
Face amount | $ 6,500 | $ 6,500 | ||||
Mr. Willer | ||||||
Related Party Transactions | ||||||
Agreed settlement of indebtedness from related party | $ 375 | |||||
Number of shares owed to related party | 250,000 | |||||
Agreed number of reduction in common shares as a part of settlement | 50,000 | |||||
Founder and former Executive Chairman | Business Development Services and Patient Advocate Services | ||||||
Related Party Transactions | ||||||
Compensation paid | $ 331 | $ 299 |
401K PLAN (Details)
401K PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
401K PLAN | ||
Threshold service period to start contribution under the defined contribution plan | 6 months | |
Maximum percentage of annual contributions per employee | 100% | |
Percentage of employer matching contribution | 6% | |
Company's contributions | $ 467 | $ 409 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Nov. 15, 2021 shares | Dec. 01, 2020 shares | Jun. 30, 2021 shares | Jul. 31, 2020 shares | Jun. 30, 2021 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | Dec. 31, 2016 CAD ($) item shares | |
Commitments and Contingencies | ||||||||
Shares issued | 909,262 | 3,271,541 | 156,032 | 25,185 | ||||
Performance Shares | ||||||||
Commitments and Contingencies | ||||||||
Number of executives | item | 2 | |||||||
EBITDA threshold | $ | $ 7,500 | |||||||
Shares issued | 1,000,000 | 1,200,000 | ||||||
Restricted stock award agreements, vested | 1,000,000 | |||||||
Trailing days for average closing price | 30 days | |||||||
Number of performances shares settled | 200,000 | 1,000,000 |
QUARTERLY DATA (unaudited) (Det
QUARTERLY DATA (unaudited) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
QUARTERLY DATA (unaudited) | |||||||||||||
Revenue, net of accounts receivable valuation allowance | $ 6,204 | $ 9,659 | $ 8,546 | $ 6,222 | $ 4,765 | $ 5,964 | $ 3,963 | $ (10,736) | $ 4,333 | $ 12,550 | $ 19,533 | $ 29,192 | $ 3,524 |
Loss before income taxes | $ (1,931) | $ (395) | $ 249 | $ (1,781) | $ (1,658) | $ (114) | $ (1,344) | $ (15,284) | $ (479) | $ (11,756) | $ (3,190) | $ (3,585) | $ (17,221) |
SUBSEQUENT EVENTS (Details)_2
SUBSEQUENT EVENTS (Details) - Paycheck Protection Program loan - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended |
Jan. 31, 2022 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||
Debt forgiveness | $ 1.7 | $ 1.7 |
Subsequent Events | ||
Debt Instrument [Line Items] | ||
Debt forgiveness | $ 1.7 |