Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 10, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 333-251829 | |
Entity Registrant Name | ASSURE HOLDINGS CORP. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 82-2726719 | |
Entity Address, Address Line One | 4600 South Ulster Street, SuiteĀ 1225 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80237 | |
City Area Code | 720 | |
Local Phone Number | 287-3093 | |
Title of 12(b) Security | Common Stock, $0.001 Par Value | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 59,181,440 | |
Entity Central Index Key | 0001798270 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 3,960 | $ 4,386 |
Accounts receivable, net | 18,640 | 14,965 |
Income tax receivable | 150 | 150 |
Other current assets | 785 | 618 |
Due from PEs | 5,797 | 4,856 |
Total current assets | 29,332 | 24,975 |
Equity method investments | 371 | 608 |
Property, plant and equipment, net | 123 | 356 |
Operating lease right of use asset | 124 | |
Finance lease right of use asset | 882 | 608 |
Deferred tax asset, net | 302 | |
Intangibles, net | 3,941 | 4,115 |
Goodwill | 4,448 | 2,857 |
Total assets | 39,399 | 33,643 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,402 | 2,871 |
Current portion of debt | 4,100 | |
Current portion of lease liability | 568 | 521 |
Other current liabilities | 36 | 96 |
Total current liabilities | 3,006 | 7,588 |
Lease liability, net of current portion | 736 | 772 |
Debt, net of current portion | 10,301 | 2,251 |
Acquisition liability | 1,569 | |
Acquisition share issuance liability | 540 | 540 |
Fair value of stock option liability | 15 | 16 |
Performance share issuance liability | 2,668 | |
Deferred tax liability, net | 599 | |
Total liabilities | 16,167 | 14,434 |
Commitments and contingencies (Note 7) | ||
SHAREHOLDERS' EQUITY | ||
Common stock: $0.001 par value; 900,000,000 shares authorized; 58,692,701 and 56,378,939 shares issued and outstanding, as of June 30, 2021 and December 31, 2020, respectively | 58 | 56 |
Additional paid-in capital | 37,400 | 30,841 |
Accumulated deficit | (14,226) | (11,688) |
Total shareholders' equity | 23,232 | 19,209 |
Total liabilities and shareholders' equity | $ 39,399 | $ 33,643 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 58,692,701 | 56,378,939 |
Common stock, shares outstanding | 58,692,701 | 56,378,939 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue | ||||
Revenue | $ 6,222 | $ (10,736) | $ 10,987 | $ (6,403) |
Cost of revenues | 3,170 | 1,039 | 5,702 | 2,830 |
Gross margin | 3,052 | (11,775) | 5,285 | (9,233) |
Operating expenses | ||||
General and administrative | 3,963 | 1,711 | 7,095 | 3,896 |
Sales and marketing | 166 | 163 | 501 | 452 |
Depreciation and amortization | 387 | 261 | 672 | 520 |
Total operating expenses | 4,516 | 2,135 | 8,268 | 4,868 |
Loss from operations | (1,464) | (13,910) | (2,983) | (14,101) |
Other income/(expenses) | ||||
Income (loss) from equity method investments | 20 | (1,110) | (3) | (1,217) |
Other income (expense), net | 1 | (4) | (2) | 53 |
Accretion expense | (120) | (207) | (215) | (392) |
Interest expense, net | (218) | (53) | (236) | (106) |
Total other expense | (317) | (1,374) | (456) | (1,662) |
Loss before income taxes | (1,781) | (15,284) | (3,439) | (15,763) |
Income tax benefit | 474 | 1,954 | 901 | 2,019 |
Net loss | $ (1,307) | $ (13,330) | $ (2,538) | $ (13,744) |
Loss per common share | ||||
Basic | $ (0.02) | $ (0.38) | $ (0.04) | $ (0.39) |
Diluted | $ (0.02) | $ (0.38) | $ (0.04) | $ (0.39) |
Weighted average number of common shares used in per share calculation - basic | 57,949,285 | 34,795,313 | 57,002,355 | 34,795,313 |
Weighted average number of common shares used in per share calculation - diluted | 57,949,285 | 34,795,313 | 57,002,355 | 34,795,313 |
Patient service fees, net | ||||
Revenue | ||||
Revenue | $ 3,694 | $ (11,653) | $ 6,644 | $ (9,307) |
Hospital, management and other | ||||
Revenue | ||||
Revenue | $ 2,528 | $ 917 | $ 4,343 | $ 2,904 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (2,538) | $ (13,744) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Losses from equity method investments | 3 | 1,217 |
Stock-based compensation | 607 | 368 |
Depreciation and amortization | 407 | 520 |
Amortization of debt issuance costs | 13 | |
Provision for stock option fair value | (1) | (53) |
Accretion expense | 215 | 392 |
Tax impact of equity component of convertible debt issuance | (288) | |
Change in operating assets and liabilities | ||
Accounts receivable, net | (1,675) | 15,746 |
Prepaid expenses | (420) | |
Right of use assets | 205 | |
Accounts payable and accrued liabilities | (712) | (1,844) |
Due from related parties | (1,063) | (635) |
Lease liability | (343) | (172) |
Income taxes | (901) | (1,728) |
Other assets and liabilities | (58) | 26 |
Net cash used in operating activities | (6,261) | (195) |
Cash flows from investing activities | ||
Purchase of equipment and furniture | (33) | |
Net cash paid for acquisition | (156) | (2,715) |
Distributions received from equity method investments | 234 | 287 |
Net cash provided by (used in) investing activities | 78 | (2,461) |
Cash flows from financing activities | ||
Proceeds from common share issuance, net | 832 | |
Repayment of promissory note | (326) | |
Proceeds from Paycheck Protection Program loan | 1,665 | 1,211 |
Repayment of line of credit | (500) | |
Proceeds from debenture | 7,360 | |
Repayment of short term debt | (4,100) | |
Proceeds from convertible debenture | 2,485 | |
Net cash provided by financing activities | 5,757 | 2,870 |
Increase (decrease) in cash | (426) | 214 |
Cash at beginning of period | 4,386 | 59 |
Cash at end of period | 3,960 | 273 |
Supplemental cash flow information | ||
Interest paid | 127 | 87 |
Income taxes paid | 30 | |
Supplemental non-cash flow information | ||
Purchase of equipment with finance leases | $ 305 | $ 239 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Retained earnings (deficit) | Total |
Beginning Balances at Dec. 31, 2019 | $ 35 | $ 6,682 | $ 3,348 | $ 10,065 |
Beginning Balances (in shares) at Dec. 31, 2019 | 34,795,313 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 368 | 368 | ||
Expected tax loss of future stock compensation option exercises | (288) | (288) | ||
Equity component of convertible debt issuance | 1,220 | 1,220 | ||
Fair value of finders' warrants | 46 | 46 | ||
Net loss | (13,744) | (13,744) | ||
Ending Balance at Jun. 30, 2020 | $ 35 | 8,028 | (10,396) | (2,333) |
Ending Balance (in shares) at Jun. 30, 2020 | 34,795,313 | |||
Beginning Balances at Dec. 31, 2019 | $ 35 | 6,682 | 3,348 | 10,065 |
Beginning Balances (in shares) at Dec. 31, 2019 | 34,795,313 | |||
Ending Balance at Dec. 31, 2020 | $ 56 | 30,841 | (11,688) | 19,209 |
Ending Balance (in shares) at Dec. 31, 2020 | 56,378,939 | |||
Beginning Balances at Mar. 31, 2020 | $ 35 | 7,500 | 2,934 | 10,469 |
Beginning Balances (in shares) at Mar. 31, 2020 | 34,795,313 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 163 | 163 | ||
Expected tax loss of future stock compensation option exercises | (115) | (115) | ||
Equity component of convertible debt issuance | 466 | 466 | ||
Fair value of finders' warrants | 14 | 14 | ||
Net loss | (13,330) | (13,330) | ||
Ending Balance at Jun. 30, 2020 | $ 35 | 8,028 | (10,396) | (2,333) |
Ending Balance (in shares) at Jun. 30, 2020 | 34,795,313 | |||
Beginning Balances at Dec. 31, 2020 | $ 56 | 30,841 | (11,688) | 19,209 |
Beginning Balances (in shares) at Dec. 31, 2020 | 56,378,939 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common share issuance, net | $ 2 | 2,455 | 2,457 | |
Common share issuance, net (in shares) | 2,018,924 | |||
Stock-based compensation | 607 | 607 | ||
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) | 294,838 | |||
Net loss | (2,538) | (2,538) | ||
Ending Balance at Jun. 30, 2021 | $ 58 | 37,400 | (14,226) | 23,232 |
Ending Balance (in shares) at Jun. 30, 2021 | 58,692,701 | |||
Beginning Balances at Mar. 31, 2021 | $ 56 | 31,707 | (12,919) | 18,844 |
Beginning Balances (in shares) at Mar. 31, 2021 | 56,598,777 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common share issuance, net | $ 2 | 2,455 | 2,457 | |
Common share issuance, net (in shares) | 2,018,924 | |||
Stock-based compensation | 327 | 327 | ||
Equity component of convertible debt issuance | 1,204 | 1,204 | ||
Settlement of performance share liability | 1,707 | 1,707 | ||
Settlement of performance share liability (in shares) | 75,000 | |||
Net loss | (1,307) | (1,307) | ||
Ending Balance at Jun. 30, 2021 | $ 58 | $ 37,400 | $ (14,226) | $ 23,232 |
Ending Balance (in shares) at Jun. 30, 2021 | 58,692,701 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
NATURE OF OPERATIONS | |
NATURE OF OPERATIONS | 1. ā Assure Holdings Corp. (the āCompanyā or āAssureā), through its two wholly-owned subsidiaries, Assure Neuromonitoring, LLC (āNeuromonitoringā) and Assure Networks, LLC (āNetworksā), provides technical and professional intraoperative neuromonitoring (āIONMā) 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 neurological signals during surgical procedures and to pre-emptively notify the underlying surgeon of any nerve related issues that are identified. The technologists perform their services in the operating room during the surgeries. The technologists are certified by a third party credentialing agency. Networks performs similar support services as Neuromonitoring except that these services are provided by third party contracted neurologists or certified readers. The support services provided by Networks occurs at the same time and for the same surgeries as the support services provided by the Neuromonitoring technologist, except that they typically occur at an offsite location. The Company was originally incorporated in Colorado on November 7, 2016. In conjunction with a reverse merger, the Company was redomiciled in Nevada on May 16, 2017. Neuromonitoring was formed on August 25, 2015 in Colorado and it currently has multiple wholly-owned subsidiaries. The Companyās 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 (āPEsā), which are professional IONM entities. These entities are accounted for under the equity method of accounting. Networks also manages other PEs that Networks does not have an ownership interest and charges those PEs a management fee which is accounted for as service revenue. The Company operates in the United States in one segment. COVID-19 Our business and results of operations have been, and continues to be, adversely affected by the global COVID-19 pandemic and related events and we expect its impact to continue. The impact to date has included periods of significant volatility in various markets and industries, including the healthcare industry. The volatility has had, and we anticipate it will continue to have, an adverse effect on our customers and on our business, financial condition and results of operations, and may result in an impairment of our long-lived assets, including goodwill, increased credit losses and impairments of investments in other companies. In particular, the healthcare industry, hospitals and providers of elective procedures have been and may continue to be impacted by the pandemic and/or other events beyond our control, and further volatility could have an additional negative impact on these industries, customers, and our business. In addition, the COVID-19 pandemic and, to a lesser extent, the impact on other industries, including automotive, electronics and real estate, increased fuel costs, U.S. restrictions on trade, and transitory inflation have impacted and may continue to impact the financial conditions of our customers and the patients they serve. In addition, actions by United States federal, state and foreign governments to address the COVID-19 pandemic, including travel bans, stay-at-home orders and school, business and entertainment venue closures, also had and may continue to have a significant adverse effect on the markets in which we conduct our businesses. COVID-19 poses the risk that our workforce, suppliers, and other partners may be prevented from conducting normal business activities for an extended period of time, including due to shutdowns or stay-at- home orders that may be requested or mandated by governmental authorities. We have implemented policies to allow our employees to work remotely as a result of the pandemic as we reviewed processes related to workplace safety, including social distancing and sanitation practices recommended by the Centers for Disease Control and Prevention (CDC). The COVID-19 pandemic could also cause delays in acquiring new customers and executing renewals and could also impact our business as consumer behavior changes in response to the pandemic. Since the start of the second quarter of 2021, there has been increased availability and administration of vaccines against COVID-19, as well as an easing of restrictions on social, business, travel, and government activities and functions, including healthcare and elective surgeries, and we have experienced a gradual resumption of economic activities in our industries. On the other hand, infection rates continue to fluctuate in various regions and new strains of the virus, including the Delta variant, remain a risk, which may give rise to implementation of restrictions in the geographic areas that we serve. In addition, there are ongoing global impacts resulting from the pandemic, including disruption of the supply chains, product shortages, increased delivery costs, increased governmental regulation, strains on healthcare systems, and delays in shipments, product development, technology launches and facility access. We have been closely monitoring the COVID-19 pandemic and its impact on our business, including legislation to mitigate the impact of COVID-19 such as the Coronavirus Aid, Relief, and Economic Security (CARES) Act which was enacted in March 2020, and the American Rescue Plan Act of 2021 which was enacted in March 2021. Although a significant portion of our anticipated revenue for 2021 is derived from fixed-fee and minimum-guarantee arrangements, primarily from large, well-capitalized customers which we believe somewhat mitigates the risks to our business, our per-unit and variable-fee based revenue will continue to be susceptible to the volatility, supply chain disruptions, microchip shortages and potential market downturns induced by the COVID-19 pandemic. The full extent of the future impact of the COVID-19 pandemic on the Companyās operational and financial performance is uncertain and will depend on many factors outside the Companyās 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 ā Risk Factors of the Form 10-K. ā |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
BASIS OF PRESENTATION | |
BASIS OF 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 (āGAAPā), 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 Companyās investment is accounted for using the equity method of accounting. There have been no changes to the Companyās significant accounting policies or recent accounting pronouncements during the six months ended June 30, 2021 as compared to the significant accounting policies disclosed in the 10-K for the year ended December 31, 2020 as filed on March 30, 2021. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2021 | |
LEASES | |
LEASES | 3. LEASES Under ASC 842, Leases Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. As a practical expedient, the Company elected not to separate nonlease components for the corporate office facility (e.g., common-area maintenance costs) from lease components (e.g., fixed payments including rent) and instead to account for each separate lease component and its associated non-lease components as a single lease component. Operating leases The Company leases corporate office facilities under two operating sub-leases which expired June 30, 2021. The Company is negotiating lease renewal terms. Finance leases The Company leases medical equipment under various financing leases with stated interest rates ranging from 6.5% ā 12.2% per annum which expire at various dates through 2026. The condensed consolidated balance sheets include the following amounts for right of use (āROUā) assets as of June 30, 2021 and December 31, 2020 (stated in thousands): ā ā ā ā ā ā ā ā ā June 30, ā December 31, ā ā 2021 2020 Operating $ ā $ 124 Finance ā 882 ā 608 Total $ 882 $ 732 ā Finance lease assets are reported net of accumulated amortization of $1.6 million and $1.3 million as of June 30, 2021 and December 31, 2020, respectively. ā The following are the components of lease cost for operating and finance leases (stated in thousands): ā ā ā ā ā ā ā ā ā ā Six Months Ended June 30, ā ā 2021 2020 Lease cost: ā ā ā ā ā ā Operating leases ā $ 127 ā $ 107 Finance leases: ā ā ā ā ā ā Amortization of ROU assets ā ā 249 ā ā 248 Interest on lease liabilities ā ā 42 ā ā 33 Total finance lease cost ā ā 291 ā ā 281 Total lease cost ā $ 418 ā $ 388 ā ā The following are the weighted average lease terms and discount rates for operating and finance leases: ā ā ā ā ā ā ā ā ā As of ā As of ā ā June 30, 2021 ā December 31, 2020 ā Weighted average remaining lease term (years): ā ā ā ā ā Operating leases ā ā 0.5 ā Finance leases 3.3 ā 3.3 ā Weighted average discount rate: ā ā ā ā ā Operating leases ā ā 6.9 ā Finance leases 8.0 ā 7.9 ā ā The Company acquired ROU assets in exchange for lease liabilities of $305 thousand upon commencement of finance leases during the six months ended June 30, 2021. Future minimum lease payments and related lease liabilities as of June 30, 2021 were as follows (stated in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total ā ā Operating ā Finance ā Lease ā ā Leases ā Leases ā Liabilities Remainder 2021 ā $ ā ā $ 283 ā $ 283 2022 ā ā ā 570 ā 570 2023 ā ā ā 258 ā 258 2024 ā ā ā ā ā 204 ā ā 204 2025 ā ā ā ā ā 148 ā ā 148 Thereafter ā ā ā 23 ā 23 Total lease payments ā ā ā 1,486 ā 1,486 Less: imputed interest ā ā ā (182) ā (182) Present value of lease liabilities ā ā ā ā ā 1,304 ā ā 1,304 Less: current portion of lease liabilities ā ā ā 568 ā 568 Noncurrent lease liabilities ā $ ā ā $ 736 ā $ 736 ā ā ā ā ā ā ā ā ā ā ā ā 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 | 6 Months Ended |
Jun. 30, 2021 | |
DEBT | |
DEBT | 4. DEBT Paycheck Protection Program During March 2021, the Company received an unsecured loan under the United States Small Business Administration Paycheck Protection Program (āPPPā) in the amount of $1.7 million. Assure executed a PPP promissory note, which matures on February 25, 2026. The PPP Loan carries an interest rate of 1.0% per annum, with principal and interest payments due on the first day of each month, with payments commencing on the earlier of: (i) the day the amount of loan forgiveness granted to Assure is remitted by the Small Business Administration to the Bank of Oklahoma; or (ii) 10 months after the end of the 24-week period following the grant of the Loan. All or a portion of the Loan may be forgiven if the Company maintains its employment and compensation within certain parameters during the 24-week period following the loan origination date and the proceeds of the Loan are spent on payroll costs, rent or lease agreements dated before February 15, 2020 and utility payments arising under service agreements dated before February 15, 2020. The Company intends to submit its application for forgiveness of the PPP promissory note during the second half of 2021. ā 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 āCommitment Letterā) with Centurion Financial Trust, an investment trust formed by Centurion Asset Management Inc. (āCenturionā). Under the terms of the Commitment Letter, Assure issued a debenture to Centurion, dated June 9, 2021 (the āDebentureā), with a maturity date of June 9, 2025 (the āMaturity Dateā), in the principal amount of $11 million related to a credit facility comprised of a $6 million senior term loan (the āSenior Term Loanā), a $2 million senior revolving loan (the āSenior Revolving Loanā) and a $3 million senior term acquisition line (the āSenior Term Acquisition Lineā and together with the Senior Term Loan and the Senior Revolving Loan, the āCredit Facilityā). The Senior Term Acquisition Line will be made available to the Company to fund future acquisitions, subject to certain conditions and approvals of Centurion. The Credit Facility matures in June 2025. The principal amount of the Debenture drawn and outstanding from time to time shall bear interest both before and after maturity, default and judgment from the date hereof to the date of repayment in full at the rate of the greater of 9.50% or the Royal Bank of Canada Prime Rate plus 7.05% per annum calculated and compounded monthly in arrears and payable on the first business day of each month during which any obligations are outstanding, the first of such payments being due July 2, 2021 for the period from the Advance to the date of payment, and thereafter monthly. The difference between the commitment and the amount of the Loan outstanding from time to time shall bear a standby charge, for the period between June 2021 and the end of the availability period, in the amount of 1.50% per annum calculated and compounded monthly in arrears and payable on the first business day of each month during which any amount of the commitment remains available and undrawn, the first of such payments being due July 2, 2021. Interest on overdue interest shall be calculated and payable at the same rate plus 3% per annum. ā 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 ā 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. ā 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. ā A portion of the proceeds from the Debenture were utilized to repay the Central Bank line of credit and the Central Bank promissory note. ā Warrant Fee ā In addition, Assure issued Centurion an aggregate of 1,375,000 non-transferrable common share purchase warrants. Each warrant entitles Centurion to acquire one common share in the capital of Assure, at an exercise price equal to US$1.51 (representing the closing price of Assureās common shares as of the close of business on June 9, 2021 and multiplied by the Bank of Canadaās daily exchange rate on June 9, 2021) for a term of 48 months. The warrants and underlying common shares are subject to applicable hold periods under U.S. securities laws. ā The Companyās debt obligations are summarized as follows: ā ā ā ā ā ā ā ā ā ā June 30, ā December 31, ā 2021 2020 Central Bank line of credit ā $ ā ā $ 1,978 Central Bank promissory note ā ā ā 2,122 PPP promissory note ā 1,665 ā ā ā ā 1,665 ā 4,100 ā ā ā ā ā ā ā Face value of convertible debenture ā 3,450 ā 3,450 Less: fair value ascribed to conversion feature and warrants ā (1,523) ā (1,523) Plus: accretion of implied interest ā 513 ā ā 324 ā ā 2,440 ā 2,251 ā ā ā ā ā ā ā Face value of Centurion debenture ā ā 8,000 ā ā ā Less: fair value ascribed to warrants ā ā (1,204) ā ā ā Plus: accretion of implied interest ā ā 25 ā ā ā Less: net debt issuance costs ā ā (625) ā ā ā ā ā 6,196 ā ā Total debt ā 10,301 ā 6,351 Less: current portion of debt ā ā ā (4,100) Long-term debt ā $ 10,301 ā $ 2,251 ā ā As of June 30, 2021, future minimum principal payments are summarized as follows (stated in thousands): ā ā ā ā ā ā ā ā ā ā ā ā PPP Bank Convertible ā Loan ā Indebtedness Debt Remainder 2021 ā ā $ ā $ ā ā $ ā 2022 ā ā ā ā ā ā 2023 ā ā ā ā ā 965 2024 ā ā ā ā ā 2,485 2025 ā ā ā 8,000 ā ā 2026 ā ā ā 1,665 ā ā ā ā ā Total ā ā ā 1,665 ā 8,000 ā ā 3,450 Less: fair value ascribed to conversion feature and warrants ā ā ā (1,204) ā (1,523) Plus: accretion and implied interest ā ā ā 25 ā 513 Less: net debt issuance costs ā ā ā ā ā (625) ā ā ā ā ā ā $ 1,665 $ 6,196 ā $ 2,440 ā |
SHARE CAPITAL
SHARE CAPITAL | 6 Months Ended |
Jun. 30, 2021 | |
SHARE CAPITAL | |
SHARE CAPITAL | 5. SHARE CAPITAL Common shares Common shares: 900,000,000 authorized; $0.001 par value. As of June 30, 2021 and December 31, 2020, there were 58,692,701 and 56,378,939 common shares issued outstanding Acquisition shares In connection with the acquisition of the Sentry Neuromonitoring, LLC (the āSellerā) assets, we issued to Seller or the Principals, as elected by Seller, shares of common stock of the Registrant with a value of $1,625,000, determined on the Effective Date, as quoted on the TSX Venture Exchange (1,186,129 shares of common stock). In addition, the Registrant agreed to escrow, no event later than May 14, 2021, with an escrow agent, mutually selected by Purchaser and Seller, common stock of the Registrant with a value of $650,000 (474,452 shares of common stock). The common stock is subject to a 12-month Share issuance In connection with common share purchase agreements, during June 2020, the Company issued 780,162 shares of common stock at a deemed value of $0.80 per share to certain employees, directors and third parties. Convertible debt During the second quarter of 2021, a holder of the convertible debenture exercised the right to convert the outstanding principal into common shares at an exercise price of $1.40, resulting in the issuance of 52,633 common shares. Stock options On December 10, 2020, our shareholders approved amendments to the Companyās stock option plan, which amended the plan previously approved on November 20, 2019 (the āAmended Stock Option Planā). As of June 30, 2021, an aggregate of 5,659,878 shares of common stock (10% of the issued and outstanding shares of common stock) were available for issuance under the Amended Stock Option Plan. Of this amount, stock options in respect of 5,120,500 common shares have been issued. ā 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: ā ā ā ā ā ā ā ā ā ā ā ā ā ā Options Outstanding ā ā Weighted Weighted ā ā ā ā ā ā Average ā Average ā ā ā ā ā Number of ā Exercise ā Remaining ā Aggregate ā ā Shares Subject ā Price Per ā Contractual ā Intrinsic Value ā ā to Options ā Share ā Life (in years) ā (in thousands) Balance at December 31, 2020 3,743,000 ā $ 1.05 ā 4.00 ā ā ā Options granted 1,740,000 ā ā 1.06 ā ā ā ā ā Options exercised ā ā ā ā ā ā ā ā ā Options canceled / expired (362,500) ā ā 1.20 ā ā ā ā ā Balance at June 30, 2021 5,120,500 ā ā 1.03 3.87 $ 5,123 Vested and exercisable at June 30, 2021 2,869,167 ā ā 0.96 3.60 $ 2,599 ā The following table summarizes information about stock options outstanding and exercisable under the Companyās Stock Option Plan at June 30, 2021: ā ā ā ā ā ā ā ā ā ā ā ā Options Outstanding ā Options Exercisable ā Weighted ā ā ā ā ā Average ā Weighted ā ā ā Weighted ā ā Remaining ā Average ā ā ā Average Number of ā Contractual ā Exercise Price ā Number ā Exercise Price Outstanding ā Life (in years) ā Per Share ā Exercisable ā Per Share 1,000,000 4.16 ā $ 0.05 1,000,000 ā $ 0.05 60,000 1.32 ā $ 2.80 60,000 ā $ 2.80 75,000 6.55 ā $ 1.80 75,000 ā $ 1.80 425,000 2.25 ā $ 1.80 368,333 ā $ 1.80 734,000 2.55 ā $ 1.56 538,267 ā $ 1.56 434,000 3.27 ā $ 1.28 260,400 ā $ 1.28 200,000 ā 4.16 ā $ 0.90 ā 66,667 ā $ 0.90 465,000 4.45 ā $ 0.97 155,000 ā $ 0.97 1,577,500 ā 4.59 ā $ 1.06 ā 315,500 ā $ 1.06 150,000 ā 4.78 ā $ 1.12 ā 30,000 ā $ 1.12 5,120,500 3.87 ā $ 1.03 2,869,167 ā $ 0.96 ā 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 Companyās determination of these assumptions are outlined below. Expected life ā Volatility ā Risk-free interest rate ā Dividend yield ā Forfeiture rate ā ā There were no stock option grants during the three and six months ended June 30, 2020.The following assumptions were used to value the awards granted during the three and six months ended June 30, 2021: ā ā ā ā ā Expected life (in years) 5.0 Risk-free interest rate 0.4 % Dividend yield ā % Expected volatility 91 % ā Stock-based compensation expense recognized in our consolidated financial statements for the three months ended June 30, 2021 and 2020 was $163 thousand and $327 thousand, respectively, and $607 and $368 for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, there was approximately $947 thousand of total unrecognized compensation cost related to 2,251,333 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 2.4 years. ā Warrants As of June 30, 2021 and December 31, 2020, there were 19,700,028 and 18,325,028 warrants outstanding, respectively. ā ā ā ā ā Number of Warrants outstanding Balance at December 31, 2020 18,325,028 Debenture, warrants issued (Note 4) 1,375,000 Balance at June 30, 2021 19,700,028 ā ā |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
LOSS PER SHARE | |
LOSS PER SHARE | 6. LOSS PER SHARE The following table sets forth the computation of basic and fully diluted loss per common share for the three months ended June 30, 2021 and 2020 (stated in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, ā ā 2021 2020 ā 2021 2020 Net loss ā $ (1,307) ā $ (13,330) ā $ (2,538) ā $ (13,744) Basic weighted average common shares outstanding ā 57,949,285 ā 34,795,313 ā 57,002,355 ā 34,795,313 Basic loss per common share ā $ (0.02) ā $ (0.38) ā $ (0.04) ā $ (0.39) Net loss ā $ (1,307) ā $ (13,330) ā $ (2,538) ā $ (13,744) Dilutive weighted average common shares outstanding ā 57,949,285 ā 34,795,313 ā 57,002,355 ā 34,795,313 Diluted loss per common share ā $ (0.02) ā $ (0.38) ā $ (0.04) ā $ (0.39) ā 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 2,638,467 common shares and warrants to purchase 18,325,028 common shares were outstanding at June 30, 2021 that were not included in the computation of diluted weighted average common shares outstanding because their effect would have been anti-dilutive. |
ACQUISITION
ACQUISITION | 6 Months Ended |
Jun. 30, 2021 | |
ACQUISITION | |
ACQUISITION | 7. ACQUISITION Effective on April 30, 2021, Assure Networks Texas Holdings II, LLC, a Colorado limited liability company and wholly-owned subsidiary of Assure Holdings (the āPurchaserā), entered into an Asset Purchase Agreement (the āPurchase Agreementā) with Sentry Neuromonitoring, LLC (the āSellerā), and Kenneth Sly and on behalf of (SLY HOLDINGS, LLC, a Texas limited liability company (āKRSā), Wesley Varghese and (on behalf of Northern Lights Investments and consulting, LLC, a Texas limited liability company (āNLIā), Patricia Worley, Stephanie Hicks, on behalf of Texas Medsurge, LLC and Shelia Jumper (collectively āPrincipalsā). ā The acquisition closed on April 30, 2021 (the āClosing Dateā). ā Under the terms of the Purchase Agreement, Assure Texas Holdings agreed to purchase certain assets (āAcquired Assetsā) related to the Sellerās interoperative neuromonitoring business (the āBusinessā) 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, Sellerās 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 Shares of common stock to be issued to 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 (1,186,129 shares of common stock), issued on or about the Closing Date and shares of common stock to be escrowed, no event later than May 14, 2021, with an escrow agent, mutually selected by Purchaser and Seller (the āEscrow Agentā), common stock of the Registrant with a value of $650,000 (474,452 shares of common stock) and 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 issuance to the Seller or the Principals, as applicable, 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 (āReceivable Bonusā) 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 (āFoundersā Bonusā) payment to each Kenneth Sly, Wesley Patricia Shelia 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. ā The initial accounting for the acquisition of Sentry is incomplete as we, with the support of our valuation specialist, are in the process of finalizing the fair market value calculations of the acquired net assets. In addition, the Company is in the process of reviewing the applicable future cash flows used in determining the purchase accounting. As a result, the amounts recorded in the consolidated financial statements related to the Sentry acquisition are preliminary and the measurement period remains open. The following table summarizes the preliminary allocation of the total consideration to the assets acquired and liabilities assumed as of the date of the acquisition (in thousands): ā ā ā ā ā ā Purchase price consideration: ā ā Cash $ 1,125 Common shares, at fair value ā 2,275 Total consideration $ 3,400 ā ā ā ā Assets acquired: ā ā ā Cash $ 51 Accounts receivable ā ā 2,000 Right of use assets ā 50 Total assets acquired ā 2,101 ā ā ā ā Liabilities assumed: ā ā ā Accounts payable and accrued liabilities ā ā 242 Lease liability ā ā 50 Total liabilities assumed ā ā 292 ā ā ā ā Preliminary Goodwill $ 1,591 ā |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 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 Companyās 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 Companyās 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 directorsā and officersā 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 (āRTOā) during 2016, the Company entered into a one-time stock grant agreement with two executives (Messrs. Preston Parsons and Matthew Willer (former President) 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 6,000,000 common shares of the surviving issuer at the trailing 30-day average closing price. The performance share grant was structured as part of the RTO transaction to provide additional equity to management conditioned upon performance achievements. As the Company achieved the EBITDA threshold for the year ended December 31, 2017, the Company has recorded a liability of approximately $16 million for the value of the shares to be issued while the agreements are modified and the cash collected threshold is achieved, which the Company deems probable. During the year ended December 31, 2020, the Company settled 5,000,000 performance shares resulting from the issuance of 5,000,000 common shares. During the first half of 2021, the Company settled the remaining 1,000,000 performance shares. ā |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS The Company evaluation subsequent events through the date of this Quarterly Report noting no reportable events. ā ā ā |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
LEASES | |
Schedule of right of use assets | The condensed consolidated balance sheets include the following amounts for right of use (āROUā) assets as of June 30, 2021 and December 31, 2020 (stated in thousands): ā ā ā ā ā ā ā ā ā June 30, ā December 31, ā ā 2021 2020 Operating $ ā $ 124 Finance ā 882 ā 608 Total $ 882 $ 732 |
Schedule of components of lease cost | The following are the components of lease cost for operating and finance leases (stated in thousands): ā ā ā ā ā ā ā ā ā ā Six Months Ended June 30, ā ā 2021 2020 Lease cost: ā ā ā ā ā ā Operating leases ā $ 127 ā $ 107 Finance leases: ā ā ā ā ā ā Amortization of ROU assets ā ā 249 ā ā 248 Interest on lease liabilities ā ā 42 ā ā 33 Total finance lease cost ā ā 291 ā ā 281 Total lease cost ā $ 418 ā $ 388 |
Schedule of weighted average lease terms and discount rates for operating and finance leases | ā ā ā ā ā ā ā ā ā As of ā As of ā ā June 30, 2021 ā December 31, 2020 ā Weighted average remaining lease term (years): ā ā ā ā ā Operating leases ā ā 0.5 ā Finance leases 3.3 ā 3.3 ā Weighted average discount rate: ā ā ā ā ā Operating leases ā ā 6.9 ā Finance leases 8.0 ā 7.9 ā |
Schedule of future minimum lease payments and related lease liabilities of operating leases | Future minimum lease payments and related lease liabilities as of June 30, 2021 were as follows (stated in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total ā ā Operating ā Finance ā Lease ā ā Leases ā Leases ā Liabilities Remainder 2021 ā $ ā ā $ 283 ā $ 283 2022 ā ā ā 570 ā 570 2023 ā ā ā 258 ā 258 2024 ā ā ā ā ā 204 ā ā 204 2025 ā ā ā ā ā 148 ā ā 148 Thereafter ā ā ā 23 ā 23 Total lease payments ā ā ā 1,486 ā 1,486 Less: imputed interest ā ā ā (182) ā (182) Present value of lease liabilities ā ā ā ā ā 1,304 ā ā 1,304 Less: current portion of lease liabilities ā ā ā 568 ā 568 Noncurrent lease liabilities ā $ ā ā $ 736 ā $ 736 |
Schedule of future minimum lease payments and related lease liabilities of financing leases | Future minimum lease payments and related lease liabilities as of June 30, 2021 were as follows (stated in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total ā ā Operating ā Finance ā Lease ā ā Leases ā Leases ā Liabilities Remainder 2021 ā $ ā ā $ 283 ā $ 283 2022 ā ā ā 570 ā 570 2023 ā ā ā 258 ā 258 2024 ā ā ā ā ā 204 ā ā 204 2025 ā ā ā ā ā 148 ā ā 148 Thereafter ā ā ā 23 ā 23 Total lease payments ā ā ā 1,486 ā 1,486 Less: imputed interest ā ā ā (182) ā (182) Present value of lease liabilities ā ā ā ā ā 1,304 ā ā 1,304 Less: current portion of lease liabilities ā ā ā 568 ā 568 Noncurrent lease liabilities ā $ ā ā $ 736 ā $ 736 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
DEBT | |
Summary of debt obligations | ā ā ā ā ā ā ā ā ā ā June 30, ā December 31, ā 2021 2020 Central Bank line of credit ā $ ā ā $ 1,978 Central Bank promissory note ā ā ā 2,122 PPP promissory note ā 1,665 ā ā ā ā 1,665 ā 4,100 ā ā ā ā ā ā ā Face value of convertible debenture ā 3,450 ā 3,450 Less: fair value ascribed to conversion feature and warrants ā (1,523) ā (1,523) Plus: accretion of implied interest ā 513 ā ā 324 ā ā 2,440 ā 2,251 ā ā ā ā ā ā ā Face value of Centurion debenture ā ā 8,000 ā ā ā Less: fair value ascribed to warrants ā ā (1,204) ā ā ā Plus: accretion of implied interest ā ā 25 ā ā ā Less: net debt issuance costs ā ā (625) ā ā ā ā ā 6,196 ā ā Total debt ā 10,301 ā 6,351 Less: current portion of debt ā ā ā (4,100) Long-term debt ā $ 10,301 ā $ 2,251 |
Schedule of future minimum principal payments | ā As of June 30, 2021, future minimum principal payments are summarized as follows (stated in thousands): ā ā ā ā ā ā ā ā ā ā ā ā PPP Bank Convertible ā Loan ā Indebtedness Debt Remainder 2021 ā ā $ ā $ ā ā $ ā 2022 ā ā ā ā ā ā 2023 ā ā ā ā ā 965 2024 ā ā ā ā ā 2,485 2025 ā ā ā 8,000 ā ā 2026 ā ā ā 1,665 ā ā ā ā ā Total ā ā ā 1,665 ā 8,000 ā ā 3,450 Less: fair value ascribed to conversion feature and warrants ā ā ā (1,204) ā (1,523) Plus: accretion and implied interest ā ā ā 25 ā 513 Less: net debt issuance costs ā ā ā ā ā (625) ā ā ā ā ā ā $ 1,665 $ 6,196 ā $ 2,440 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
SHARE CAPITAL | |
Schedule of stock options activity | ā ā ā ā ā ā ā ā ā ā ā ā ā ā Options Outstanding ā ā Weighted Weighted ā ā ā ā ā ā Average ā Average ā ā ā ā ā Number of ā Exercise ā Remaining ā Aggregate ā ā Shares Subject ā Price Per ā Contractual ā Intrinsic Value ā ā to Options ā Share ā Life (in years) ā (in thousands) Balance at December 31, 2020 3,743,000 ā $ 1.05 ā 4.00 ā ā ā Options granted 1,740,000 ā ā 1.06 ā ā ā ā ā Options exercised ā ā ā ā ā ā ā ā ā Options canceled / expired (362,500) ā ā 1.20 ā ā ā ā ā Balance at June 30, 2021 5,120,500 ā ā 1.03 3.87 $ 5,123 Vested and exercisable at June 30, 2021 2,869,167 ā ā 0.96 3.60 $ 2,599 |
Schedule of stock options outstanding and exercisable | ā ā ā ā ā ā ā ā ā ā ā ā Options Outstanding ā Options Exercisable ā Weighted ā ā ā ā ā Average ā Weighted ā ā ā Weighted ā ā Remaining ā Average ā ā ā Average Number of ā Contractual ā Exercise Price ā Number ā Exercise Price Outstanding ā Life (in years) ā Per Share ā Exercisable ā Per Share 1,000,000 4.16 ā $ 0.05 1,000,000 ā $ 0.05 60,000 1.32 ā $ 2.80 60,000 ā $ 2.80 75,000 6.55 ā $ 1.80 75,000 ā $ 1.80 425,000 2.25 ā $ 1.80 368,333 ā $ 1.80 734,000 2.55 ā $ 1.56 538,267 ā $ 1.56 434,000 3.27 ā $ 1.28 260,400 ā $ 1.28 200,000 ā 4.16 ā $ 0.90 ā 66,667 ā $ 0.90 465,000 4.45 ā $ 0.97 155,000 ā $ 0.97 1,577,500 ā 4.59 ā $ 1.06 ā 315,500 ā $ 1.06 150,000 ā 4.78 ā $ 1.12 ā 30,000 ā $ 1.12 5,120,500 3.87 ā $ 1.03 2,869,167 ā $ 0.96 |
Schedule of assumptions were used to determine fair value of the awards | ā ā ā ā ā Expected life (in years) 5.0 Risk-free interest rate 0.4 % Dividend yield ā % Expected volatility 91 % |
Schedule of warrants | ā ā ā ā ā Number of Warrants outstanding Balance at December 31, 2020 18,325,028 Debenture, warrants issued (Note 4) 1,375,000 Balance at June 30, 2021 19,700,028 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
LOSS PER SHARE | |
Schedule of computation of basic and fully diluted loss per common share | The following table sets forth the computation of basic and fully diluted loss per common share for the three months ended June 30, 2021 and 2020 (stated in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, ā ā 2021 2020 ā 2021 2020 Net loss ā $ (1,307) ā $ (13,330) ā $ (2,538) ā $ (13,744) Basic weighted average common shares outstanding ā 57,949,285 ā 34,795,313 ā 57,002,355 ā 34,795,313 Basic loss per common share ā $ (0.02) ā $ (0.38) ā $ (0.04) ā $ (0.39) Net loss ā $ (1,307) ā $ (13,330) ā $ (2,538) ā $ (13,744) Dilutive weighted average common shares outstanding ā 57,949,285 ā 34,795,313 ā 57,002,355 ā 34,795,313 Diluted loss per common share ā $ (0.02) ā $ (0.38) ā $ (0.04) ā $ (0.39) |
ACQUISITION (Tables)
ACQUISITION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
ACQUISITION | |
Schedule of assets acquired and liabilities assumed | ā ā ā ā ā ā Purchase price consideration: ā ā Cash $ 1,125 Common shares, at fair value ā 2,275 Total consideration $ 3,400 ā ā ā ā Assets acquired: ā ā ā Cash $ 51 Accounts receivable ā ā 2,000 Right of use assets ā 50 Total assets acquired ā 2,101 ā ā ā ā Liabilities assumed: ā ā ā Accounts payable and accrued liabilities ā ā 242 Lease liability ā ā 50 Total liabilities assumed ā ā 292 ā ā ā ā Preliminary Goodwill $ 1,591 |
NATURE OF OPERATIONS - Narrativ
NATURE OF OPERATIONS - Narrative (Details) | 6 Months Ended |
Jun. 30, 2021segmentsubsidiary | |
NATURE OF OPERATIONS | |
Number of indirect wholly-owned subsidiaries | subsidiary | 2 |
Number of operating segments | segment | 1 |
LEASES - (Details)
LEASES - (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021USD ($)item | Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Number of operating lease sub leases | item | 2 | |
Operating lease right of use asset | $ 124 | |
Finance lease right of use asset | $ 882 | 608 |
Total right of use asset | 882 | 732 |
Accumulated amortization of finance lease assets | $ 1,600 | $ 1,300 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Rate of interest for finance lease | 6.50% | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Rate of interest for finance lease | 12.20% |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Lease cost: | ||
Operating leases | $ 127 | $ 107 |
Amortization of ROU assets | 249 | 248 |
Interest on lease liabilities | 42 | 33 |
Total finance lease cost | 291 | 281 |
Total lease cost | $ 418 | $ 388 |
LEASES - Lease Terms and Discou
LEASES - Lease Terms and Discount Rates (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
LEASES | ||
Weighted average remaining lease term: Operating leases (in years) | 0 years | 6 months |
Weighted average remaining lease term: Financing leases (in years) | 3 years 3 months 18 days | 3 years 3 months 18 days |
Weighted average discount rate: Operating leases (as a percent) | 6.90% | |
Weighted average discount rate: Financing leases (as a percent) | 8.00% | 7.90% |
ROU assets acquired in exchange for finance lease liabilities | $ 305 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Finance Leases | |
Remainder 2021 | $ 283 |
2022 | 570 |
2023 | 258 |
2024 | 204 |
2025 | 148 |
Thereafter | 23 |
Total lease payments | 1,486 |
Less: imputed interest | (182) |
Present value of lease liabilities | 1,304 |
Less: current portion of lease liabilities | 568 |
Noncurrent lease liabilities | 736 |
Total Lease Liabilities | |
Remainder 2021 | 283 |
2022 | 570 |
2023 | 258 |
2024 | 204 |
2025 | 148 |
Thereafter | 23 |
Total lease payments | 1,486 |
Less: imputed interest | (182) |
Present value of lease liabilities | 1,304 |
Less: current portion of lease liabilities | 568 |
Noncurrent lease liabilities | $ 736 |
DEBT - Debt Obligations (Detail
DEBT - Debt Obligations (Details) | Jun. 10, 2021USD ($)D | Jul. 31, 2021 | Jun. 30, 2021USD ($) | Jun. 09, 2021$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt | ||||||
Total debt | $ 10,301,000 | $ 6,351,000 | ||||
Less: Current portion | (4,100,000) | |||||
Long-term debt | 10,301,000 | 2,251,000 | ||||
Face amount | 3,450,000 | 3,450,000 | ||||
Commitment fee (in percent) | 2.25% | |||||
Commitment fee | $ 248,000 | |||||
Common share purchase warrants | shares | 1,375,000 | |||||
Shares per warrant | shares | 1 | |||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.51 | |||||
Term of warrants | 48 months | |||||
Central Bank line of credit | ||||||
Debt | ||||||
Total | 1,978,000 | |||||
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 | |||||
Percentage of aggregate advances outstanding | 25.00% | |||||
Term of of written notice of company's intention to prepay | 30 days | |||||
Term of interest | 12 months | |||||
Senior Term Acquisition Line | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 3,000,000 | |||||
Central Bank Debt PPP promissory note | ||||||
Debt | ||||||
Total | 1,665,000 | 4,100,000 | ||||
Central Bank promissory note | ||||||
Debt | ||||||
Total | 2,122,000 | |||||
PPP promissory note | ||||||
Debt | ||||||
Total | 1,665,000 | |||||
Face amount | $ 1,700,000 | |||||
Convertible debenture | ||||||
Debt | ||||||
Less: fair value ascribed to conversion feature and warrants | (1,523,000) | (1,523,000) | ||||
Plus: accretion of implied interest | 513,000 | 324,000 | ||||
Total | 2,440,000 | $ 2,251,000 | ||||
Centurion debenture | ||||||
Debt | ||||||
Less: fair value ascribed to conversion feature and warrants | (1,204,000) | |||||
Plus: accretion of implied interest | 25,000 | |||||
Less: net debt issuance costs | (625,000) | |||||
Total | 6,196,000 | |||||
Face amount | $ 8,000,000 | |||||
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 | 3.00% | |||||
Royal Bank of Canada Prime Rate | Debenture with Maturity Date of June 9, 2025 | ||||||
Debt | ||||||
Variable rate | 7.05% |
DEBT - Future Minimum Principal
DEBT - Future Minimum Principal Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 10,301 | $ 6,351 |
PPP Loan | ||
Debt Instrument [Line Items] | ||
2026 | 1,665 | |
Total | 1,665 | |
Total debt | 1,665 | |
Bank Indebtedness | ||
Debt Instrument [Line Items] | ||
2025 | 8,000 | |
Total | 8,000 | |
Less: fair value ascribed to conversion feature and warrants | (1,204) | |
Plus: accretion of implied interest | 25 | |
Less: net debt issuance costs | (625) | |
Total debt | 6,196 | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
2023 | 965 | |
2024 | 2,485 | |
Total | 3,450 | |
Less: fair value ascribed to conversion feature and warrants | (1,523) | |
Plus: accretion of implied interest | 513 | |
Total debt | $ 2,440 |
SHARE CAPITAL - Narrative (Deta
SHARE CAPITAL - Narrative (Details) - USD ($) | Apr. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Common stock, shares authorized | 900,000,000 | 900,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 58,692,701 | 56,378,939 | ||
Common stock, shares outstanding | 58,692,701 | 56,378,939 | ||
Shares issued | 780,162 | |||
Share price | $ 0.80 | |||
Conversion price (in dollars per share) | $ 1.40 | |||
Shares issued on conversion of debt | 52,633 | |||
Sentry Neuromonitoring, LLC | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Value of common stock issuable | $ 1,625,000 | |||
Common stock issuable | 1,186,129 | |||
Held in escrow, Value | $ 650,000 | |||
Held in escrow, Shares | 474,452 | |||
Common stock lock up period | 12 months |
SHARE CAPITAL - Stock Options (
SHARE CAPITAL - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Share Capital | |||||
Shares issued | 780,162 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Options granted (in shares) | 0 | 0 | |||
Stock options | |||||
Share Capital | |||||
Shares available for issuance | 5,659,878 | ||||
Maximum percentage | 10.00% | ||||
Shares issued | 5,120,500 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Options at beginning of period (in shares) | 3,743,000 | ||||
Options granted (in shares) | 1,740,000 | ||||
Options canceled / expired (in shares) | (362,500) | ||||
Options at end of period (in shares) | 5,120,500 | 3,743,000 | |||
Options vested and exercisable as at end of the period | 2,869,167 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||
Exercise Price at beginning of period (in dollars per share) | $ 1.05 | ||||
Options granted (in dollars per share) | 1.06 | ||||
Options canceled / expired (in dollars per share) | 1.20 | ||||
Exercise Price at end of period (in dollars per share) | 1.03 | $ 1.05 | |||
Exercise Price vested and exercisable (in dollars per share) | $ 0.96 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Weighted Average Remaining life (in years) | 3 years 10 months 13 days | 4 years | |||
Weighted Average Remaining life vested and exercisable (in years) | 3 years 7 months 6 days | ||||
Aggregate Intrinsic Value | $ 5,123 | ||||
Aggregate Intrinsic Value vested and exercisable | $ 2,599 |
SHARE CAPITAL - Stock Options O
SHARE CAPITAL - Stock Options Outstanding and Exercisable (Details) - Stock options - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 5,120,500 | 3,743,000 |
Weighted Average Remaining life (in years) | 3 years 10 months 13 days | 4 years |
Weighted average exercise price of options outstanding (in dollars per share) | $ 1.03 | $ 1.05 |
Number Exercisable (in shares) | 2,869,167 | |
Exercise Price exercisable (in dollars per share) | $ 0.96 | |
Range One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 1,000,000 | |
Weighted Average Remaining life (in years) | 4 years 1 month 28 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 0.05 | |
Number Exercisable (in shares) | 1,000,000 | |
Exercise Price exercisable (in dollars per share) | $ 0.05 | |
Range Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 60,000 | |
Weighted Average Remaining life (in years) | 1 year 3 months 25 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 2.80 | |
Number Exercisable (in shares) | 60,000 | |
Exercise Price exercisable (in dollars per share) | $ 2.80 | |
Range Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 75,000 | |
Weighted Average Remaining life (in years) | 6 years 6 months 18 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 1.80 | |
Number Exercisable (in shares) | 75,000 | |
Exercise Price exercisable (in dollars per share) | $ 1.80 | |
Range Four [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 425,000 | |
Weighted Average Remaining life (in years) | 2 years 3 months | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 1.80 | |
Number Exercisable (in shares) | 368,333 | |
Exercise Price exercisable (in dollars per share) | $ 1.80 | |
Range Five [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 734,000 | |
Weighted Average Remaining life (in years) | 2 years 6 months 18 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 1.56 | |
Number Exercisable (in shares) | 538,267 | |
Exercise Price exercisable (in dollars per share) | $ 1.56 | |
Range Six [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 434,000 | |
Weighted Average Remaining life (in years) | 3 years 3 months 7 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 1.28 | |
Number Exercisable (in shares) | 260,400 | |
Exercise Price exercisable (in dollars per share) | $ 1.28 | |
Range Seven [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 200,000 | |
Weighted Average Remaining life (in years) | 4 years 1 month 28 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 0.90 | |
Number Exercisable (in shares) | 66,667 | |
Exercise Price exercisable (in dollars per share) | $ 0.90 | |
Range Eight [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 465,000 | |
Weighted Average Remaining life (in years) | 4 years 5 months 12 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 0.97 | |
Number Exercisable (in shares) | 155,000 | |
Exercise Price exercisable (in dollars per share) | $ 0.97 | |
Range Nine [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 1,577,500 | |
Weighted Average Remaining life (in years) | 4 years 7 months 2 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 1.06 | |
Number Exercisable (in shares) | 315,500 | |
Exercise Price exercisable (in dollars per share) | $ 1.06 | |
Range Ten [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 150,000 | |
Weighted Average Remaining life (in years) | 4 years 9 months 10 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 1.12 | |
Number Exercisable (in shares) | 30,000 | |
Exercise Price exercisable (in dollars per share) | $ 1.12 |
SHARE CAPITAL - Stock-based Com
SHARE CAPITAL - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
SHARE CAPITAL | ||||
Stock-based compensation expense recognized | $ 163 | $ 327 | $ 607 | $ 368 |
Unrecognized compensation cost | $ 947,000 | $ 947,000 | ||
Unvested stock options (in shares) | 2,251,333 | 2,251,333 | ||
Weighted-average remaining vesting period | 2 years 4 months 24 days |
SHARE CAPITAL - Changes in Stoc
SHARE CAPITAL - Changes in Stock Option Liability (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Fair value of the stock option derivative liability | ||
Stock options granted | 0 | 0 |
SHARE CAPITAL - Assumptions Use
SHARE CAPITAL - Assumptions Used (Details) | 6 Months Ended |
Jun. 30, 2021 | |
SHARE CAPITAL | |
Expected life (in years) | 5 years |
Risk-free interest rate | 0.40% |
Expected volatility | 91.00% |
SHARE CAPITAL - Warrants (Detai
SHARE CAPITAL - Warrants (Details) | 6 Months Ended |
Jun. 30, 2021shares | |
SHARE CAPITAL | |
Balance at Beginning of period (in shares) | 18,325,028 |
Debenture, warrants issued (Note 4) | 1,375,000 |
Balance at End of period (in shares) | 19,700,028 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 09, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Net loss | $ (1,307) | $ (13,330) | $ (2,538) | $ (13,744) | |
Basic weighted average common share outstanding | 57,949,285 | 34,795,313 | 57,002,355 | 34,795,313 | |
Basic loss per common share | $ (0.02) | $ (0.38) | $ (0.04) | $ (0.39) | |
Dilutive weighted average common shares outstanding | 57,949,285 | 34,795,313 | 57,002,355 | 34,795,313 | |
Diluted loss per common share | $ (0.02) | $ (0.38) | $ (0.04) | $ (0.39) | |
Number common shares to purchase of warrants | 1,375,000 | ||||
Stock options | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Options exercised (in shares) | 2,638,467 | ||||
Warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Number common shares to purchase of warrants | 18,325,028 | 18,325,028 |
ACQUISITION - Narrative (Detail
ACQUISITION - Narrative (Details) - Sentry Neuromonitoring, LLC | Apr. 30, 2021USD ($)iteminstallmentshares | Jun. 30, 2021USD ($) |
Business Acquisition [Line Items] | ||
Cash consideration | $ 1,125,000 | |
Cash consideration, at closing | 153,125 | |
Cash consideration, within 30 days | 153,125 | |
Cash consideration, in thirty-six equal monthly installments (including interest) | $ 818,750 | |
Number of monthly installments | installment | 36 | |
Value of common stock issuable | $ 1,625,000 | |
Common stock issuable | shares | 1,186,129 | |
Held in escrow, Value | $ 650,000 | |
Held in escrow, Shares | shares | 474,452 | |
Common stock lock up period | 12 months | |
Receivable bonus payable | $ 250,000,000 | |
Threshold amount in account receivable to pay receivable bonus | $ 3,000,001,000 | |
Number of payments in which receivable bonus is paid | item | 3 | |
Receivable bonus payable on 30th day | $ 100,000 | |
Receivable bonus payable on 60th day | 100,000 | |
Receivable bonus payable on 90th day | 50,000 | |
Founders bonus payable | 25,000 | |
Minimum annual base salary | 175,000 | |
Annual variable compensation bonus | 50,000 | |
Kenneth Sly | ||
Business Acquisition [Line Items] | ||
Founders bonus payable | 50,000 | |
Wesley Varghese | ||
Business Acquisition [Line Items] | ||
Founders bonus payable | 50,000 | |
Patricia Worley | ||
Business Acquisition [Line Items] | ||
Founders bonus payable | 50,000 | |
Shelia Jumper | ||
Business Acquisition [Line Items] | ||
Founders bonus payable | $ 50,000 | |
Maximum | ||
Business Acquisition [Line Items] | ||
Reimbursement of expenses to seller | $ 50,000 |
ACQUISITION - Assets Acquired (
ACQUISITION - Assets Acquired (Details) - USD ($) | Apr. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Liabilities assumed: | |||
Preliminary Goodwill | $ 4,448,000 | $ 2,857,000 | |
Sentry Neuromonitoring, LLC | |||
Business Acquisition [Line Items] | |||
Cash | $ 1,125,000 | ||
Common shares, at fair value | 2,275,000 | ||
Total consideration | 3,400,000 | ||
Assets acquired: | |||
Cash | 51,000 | ||
Accounts receivable | 2,000,000 | ||
Right of use assets | 50,000 | ||
Total assets acquired | 2,101,000 | ||
Liabilities assumed: | |||
Accounts payable and accrued liabilities | 242,000 | ||
Lease liability | 50,000 | ||
Total liabilities assumed | 292,000 | ||
Preliminary Goodwill | $ 1,591,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands, $ in Millions | Nov. 08, 2016CAD ($)itemshares | Jun. 30, 2020shares | Jun. 30, 2021shares | Dec. 31, 2020shares | Dec. 31, 2017USD ($) |
Commitments and Contingencies | |||||
Shares issued | 780,162 | ||||
Performance Shares | |||||
Commitments and Contingencies | |||||
Number of executives | item | 2 | ||||
EBITDA threshold | $ | $ 7,500 | ||||
Shares issued | 6,000,000 | 5,000,000 | |||
Trailing days for average closing price | 30 days | ||||
Liability recorded for value of shares | $ | $ 16 | ||||
Number of performances shares settled | 1,000,000 | 5,000,000 |